PJ FRAMEWORK AGREEMENT– CALL-OFF

TERMS OF REFERENCE

Name of Operation: SAO TOME WATER SUPPLY PROJEC

Country: Sao Tome and Principe
Framework Agreement
/ LOT
Sub-sector(s) Water and Sanitation
Type of service: Continuous (Article 2.2 of the Framework Agreement)
Date: 5 March 2021

Those words and terms, which are defined in the Framework Agreement, shall have the same
meaning when used herein.

1 Background Information

The government of Sao Tome through the Ministry of Infrastructure, Natural Resources and
Environment has entrusted, through the Water and Electricity Company (EMAE), the
engineering firm STUDI International for the development of an infrastructure project to
supply drinking water to the city of Sao Tome and surrounding areas.
The overall objectives of the project are framed within the National Water Supply Strategy:
• Guarantee access to drinking water to all districts of the city of Sao Tome and its
peri-urban areas by 2040 through the optimization of all the different water facilities
in activity;
• Contribute to the reduction of water-borne diseases and the improvement of public
health and hygiene;
• Reduce the burden of the water chore, especially supported by women and children;
• Contribute to the development of economic activities.

The findings of the study resulted in an ambitious investment plan that must be phased, as
the investment amounts are currently too high for the country to sustain. The EIB along with
the EU delegation (team Europe) have earmarked some investment funds (grants and
loans) in order to implement a first phase of this investment plan.

The role of the Service Provider will be to support the EIB to identify a first priority phase
that matches the available funds and draft, in close cooperation with the project promoter
(EMAE), the necessary documents for the EIB team to be able to present the project to
their Board.

2 Description of the Assignment

2.1 Objectives of the Assignment

The objectives of the Assignment are the following:

The purpose of this Assignment is to support the Assignment Manager in the finalisation of
the feasibility study and other accompanying studies fully incorporating all requirements for
the Bank to complete appraisal of the operation.

The Service Provider will be responsible for delivering the following analysis and studies:
1. Selection of the necessary investments identified in the Master Plan to match the
available funds (investment package). This prioritization process will be described
and validated through a feasibility study including an economic and financial
sustainability analysis.
 2. Climate Risk and Vulnerability Assessment of the investment package including
adaptation measures.
3. Preparation of the Environmental and Social Impact Assessment, Stakeholder
Engagement Plan and a Grievance Redress Mechanism at the level of the project.
If necessary, preparation of the Resettlement Policy Framework (RPF).
4. Preparation of the procurement strategy, the procurement plan and procurement
due diligence review and the implementation support tools.

2.2 Tasks to be performed

The successful achievement of the objectives of the Assignment involves the following tasks:

Task 1: selection of the investment package validated through a feasibility study

Sub task 1.1: Investment package

The starting point is the existing study “Etude de faisabilité technico-économique du projet
d’alimentation en eau potable de la ville de Sao Tome et des zones environnantes » and a
note elaborated by the Promoter for urgent investments. This study, conducted in April 2018,
has elaborated several scenarios for a water supply investment plan for different time horizon
(2030 and 2040). After a baseline analysis of the water supply situation (mission A), a multi-
criteria analysis was performed to select the optimal investment plan scenario (mission B) for
different time horizons (2030 and 2040). The optimum scenario (identified as n°5.2 in mission
B) has then been analysed extensively in terms of technical, financial and economic,
environmental and social terms (mission C). The note elaborated by the Promoter was drafted
at the beginning of the COVID 19 crisis (first semester of 2020).

The Service Provider shall review the study; confirm that the water demand analysis is sound
(verification of the main assumptions such as population growth, per capita consumption,
coverage etc…) and that the investment plan proposed in the chosen scenario is acceptable.

The investment plan estimation is around Euros 60 million for the 2040 time horizon. The
Service Provider is expected to analyse this plan in details and propose a list of priority
investments to reach a total project cost ranging from Euros 14 to 16 million (infrastructure
investment and works supervision). The objective of this prioritization process is to maximize
the impacts of available funds in terms of reliability of water supply in the service area,
number of people benefiting from the service, resilience of the infrastructure towards climate
change and financial and economic sustainability.

The Service Provider will work in close collaboration with the Promoter and the national
authorities to define this “investment package” which will be the basis for the project and the
subsequent analysis. The EIB shall be closely involved through this stage of the consultancy.

In consultation with the Promoter, the Service Provider will be free to propose other
investments than those of the original study if deemed necessary and more impactful
(especially taking into consideration the note on emergency - Covid related - investments
produced by the promoter). The Service Provider will provide outputs and outcome
indicators to allow for an informed comparison of different investment packages and thus an
informed decision by the authorities.

This prioritization process will be described in a full feasibility study including, but not limited
to:
• Baseline study;
• Options analyses;
• Site selection studies, including site surveys and investigations to the extent needed
and possible within the budget;
• Preliminary design with a defined footprint;
• Cost estimates at preliminary design stage;
• Economic and financial viability (including tariff consideration if necessary);
• Output and outcome indicators for the identified investments;
• Organisational set-up and institutional development plans for the operational phase;
• Promoter internal organization for implementing the project (Project Implementation
Unit (PIU) structure) and needed support to the PIU.
As outlined above, significant analyses have already been carried out recently as part of the
previous study and the Service Provider is deemed to make best use as appropriate of these
findings to optimize its inputs.

Sub task 1.2: Economic and financial sustainability analysis

The Service Provider will conduct a financial viability analysis of the Promoter considering the
increased OPEX, required CAPEX and increased revenue streams for a 20 years’ time
horizon. Tariffs will be analysed and without going through a full-fledged financial analysis, the
Service Provider shall provide insight on the sustainability of the existing tariffs in view of the
coming investment.

At the project scale, the Service Provider, considering all the externalities that the project will
bring, shall estimate the financial and economic rates of return for the project, (Financial
Internal Rate of Return (FIRR), and Economic Rate of Return (ERR), which are essential for
project justification within the Bank internal processes.

Deliverable: feasibility study of the investment package with output and outcome indicators
including an economic and financial sustainability analysis report.

Task 2: Climate Risk and Vulnerability Assessment (CRVA)

Conduct a climate risk and vulnerability assessment of the infrastructure and assess the
resilience of the planned investments, identifying appropriate adaptation measures (both
structural and non-structural) if necessary. Annex IV provides a generic table of contents of a
Climate Risk and Vulnerability Assessment.

Deliverable: CRVA report

Task 3: Environmental and Social (E&S) due diligence

Without prejudice on the results of task 1 and the definition of the investment package, the
investments that will be included in the project will most probably focus on network
rehabilitation, interconnections and extension, increase production capacity of existing sites
and eventually reservoir construction. There will be no new Water Treatment Plant (WTP)
construction nor construction of a dam in this investment package.

Under this task the consultant will draft the ESIA, conduct social consultations and draft the
RPF, Stakeholder Engagement Plan, Grievance Redress Mechanism, Indigenous Peoples’
Plan and other instruments in accordance with the EIB Environmental and Social Standards,
and in line with the national regulation. The ESIA process will also determine what EIB
standards will be triggered and the existing gap with applicable national legislation.

As stated above, the investment package shall not include any dam nor new WTP. The
extension of the WTP (if necessary) will be built inside the existing premises and the network
rehabilitation, interconnections and extensions shall be conducted within the right of way of
public streets and shall not trigger any resettlement. If pumping stations and additional
reservoirs are contemplated in the investment package, the Consultant will first minimize any
resettlement impacts through design options. The resettlement impact is deemed minimal and
should not trigger a full RAP (however, there could be some individual cases that shall not be
excluded from the analysis as well as economic impacts). Depending on the severity of
impacts, it is expected that the ESMP shall be sufficient to cater for social impacts; however, if
findings on the ground contradict this assumption, the Consultant shall prepare all the
necessary resettlement documents.

The impacts that the additional water supply shall have on the sanitation situation of the
served population shall be carefully examined and mitigation measures proposed.

The Service Provider will also identify the need for capacity building/weaknesses in the
Promoter structure that should be addressed (during implementation and operation).

The documents will be presented to the National competent authorities in order to obtain the
required authorization to pursue the works. Obtaining the formal approval is not the
responsibility of the Service Provider, it remains the promoter responsibility.
Resettlement Policy Framework
The Service Provider will draft the Resettlement Policy Framework (RPF) for the project.
Following the results of the land status survey conducted on the project footprint the Service
Provider should estimate the resettlement impacts and shall be documented into the RPF.

Stakeholder Engagement Plan (SEP) and Grievance Redress Mechanism (GRM)

The Service Provider shall prepare a SEP. Identifying primary and secondary stakeholder
(stakeholder mapping) and their role, relation, interest in and impact on the project. It will
identify means of engagement and channel for communication and collection of feedback
from stakeholders, it will also identify institutional bottlenecks to be addressed to facilitate
project buy in. The SEP will serve as guidance for the disclosure of the ESIA and preparation
and implementation of RPF. The Plan will ensure that actions are carried out in the local
language(s) and in a manner that is timely, accessible and culturally appropriate and
gender sensitive, taking into account any vulnerable or minority groups and their right to
equitable representation and consideration for their views and interests. The plan for public
consultation and disclosure shall be tailored to the identified Project Affected Persons (PAPs).

Specifically, the SEP shall include the establishment of a grievance mechanism, free and
open to all stakeholders or interested citizens, to provide feedback, channel their concerns
and, thereby, access information and, where relevant, seek recourse and remedy. The GRM
should indicate how grievance redress measures would be disseminated and be accessible to
PAPs in a way that is clear and comprehensible to them, with option of lodging anonymous
grievances free of any reprisals.

The Service Provider shall at project level:

• Develop a step by step process for registering complaints, response time, and
communication modes;
• Incorporate the process of registering and addressing complaints;
• Develop the appeals mechanism;
• The GRM should also have an in-built monitoring mechanism to check on
responsiveness to complaints or grievances lodged. The different forms of receiving
the complaints should be clearly described together with the different stages of going
through the process. In addition, the GRM shall indicate alternatives, in case the
proposed mechanism, for any reason, does not respond to all grievances and
complaints.

Deliverable: ESIA, SEP, GRM and RPF

Task 5: Procurement due diligence and implementation support tools

Under this task the Service Provider should produce the documents related to the
procurement due diligence and the project implementation tools. Namely: procurement
strategy and procurement plan; implementation schedule, cash flow and disbursement plan
and Terms of Reference (ToR) for project implementation support.

Procurement strategy and procurement plan :

• The Service Provider will prepare in consultation with the Promoter an efficient
procurement strategy and the subsequent procurement plan for the works, services
and goods.

• The Service Provider shall prepare a confidential estimation for each works package,
services and goods.

Implementation schedule, cash flow projection and disbursement plan

• The Service Provider will prepare a realistic implementation schedule taking into
consideration procurement and approval timing.

• From this implementation schedule, a cash flow projection as well as a disbursement

plan shall be produced.
ToRs for project implementation

• The Service Provider shall produce the ToR for the necessary detailed design, tender
 documentation and works supervision services and any other consulting services that
they deem necessary after discussing with the promoter.

• The Service Provider shall also draft a PIU structure adequate for project
implementation with specific requirements for key PIU staff as well as the ToR for the
technical assistance support to the PIU for project implementation.

Output: Procurement strategy, procurement plan, implementation schedule, cash flow

projection, disbursement plan, ToR for associated services (including detailed design, tender
documentation and works supervision) and for PIU at promoter level.

2.3 Deliverables

The deliverables to be produced by the Service Provider as a result of the tasks listed above
are the following:

Nbr. Title Description Language Deadline

15 working days
1 Inception Inception report French
after Start Date
Feasibility study of the
investment package with
90 working days
output and outcome
2 Task 1 Portuguese after Start Date
indicators including an
economic and financial
sustainability analysis report.
120 working
3 Task 2 CRVA report French days after Start
Date
120 working
4 Task 3 ESIA, SEP, GRM and RPF Portuguese days after Start
Date
Procurement strategy,
procurement plan,
implementation schedule,
cash flow projection,
150 working
disbursement plan, ToR for
5 Task 4 French days after Start
associated services
Date
(including detailed design,
tender documents and works
supervision) and for PIU at
promoter level.
Assignment Completion 180 working
End of
6 Report – please refer to French days after Start
assignment
Annex I Date

Some deliverables shall be submitted in Portuguese for allowing the promoter’s team to
comment on them. They can be translated from French if the Service Provider finds it more
efficient. Translation does not need to be done by a certified translator.

Deliverables shall be submitted (electronically) to the attention of the Assignment Manager.

The EIB will have 10 working days to examine and approve each deliverable. Should a
deliverable be rejected by the EIB, the Service Provider will be required to re-submit the
deliverable within 5 working days following the rejection, completed and adequately
amended. No payment will be made until such time as the deliverable has been accepted by
the EIB.
3 Logistics

Place(s) of work: The Assignment will be carried out mainly in the office of the Service
Provider and in Sao Tome e Principe. The number and length of
mission(s) to be carried out in order to perform the Assignment are to
be determined by the Service Provider, depending on its organisation.
NB: Should the restrictive measures related to the COVID-19 outbreak
still or again be in place when the Contract enters into force, it could
be envisaged to have all tasks performed remotely. Bidders
shall therefore be aware of this option and confirm their ability to
perform the task remotely, if necessary and when possible.
Language: French and Portuguese
Logistics: The Service Provider shall take care of its own arrangements and
office needs such as computers, telephones, faxes and internet
connections,
Documents to be officefollowing
The supplies,documentation
secretarial andshall
translation
be made support.
available to the selected
made available: Service Provider:
• Etude de faisabilité technicoéconomique du projet
d’alimentation en eau potable de la ville de Sao Tome et des
zones environnantes : Mission A, B and C.
• Promoter note on emergency investments.
Coordination: The Service Provider shall have as contact persons in the Bank:
- the EIB Contract Officer for questions related to the selection
process, notifications and questions relating to the call-off
contract;
- the EIB Assignment Manager for all other questions to whom
(s)he shall report in respect of execution of the Assignment.

4 Duration of the
Assignment

The Assignment will take place between the dates indicated in the table below, which also
includes the estimated total number of working days for the Service Provider to perform the
tasks described in the present Terms of Reference.

Start of Assignment 01/05/2021 (tentative)

End of Assignment 31/12/2021
The Service Provider is expected to spend a maximum aggregated 210
Total working days
person days to perform the Assignment.

5 Reporting
requirements

Reporting requirement for the Assignment are set out in Annex I

hereto.

6 Performance
monitoring

The Service Provider shall be informed by the Assignment Manager of eventual

shortcomings and of remedial measures to be takes if any. At the end of the Assignment,
the Assignment Manager shall perform a formal ex-post evaluation of the Service Provider’s
work. The Service Provider’s overall performance in terms of quality/timeliness of delivery
and degree of compliance with these Terms of Reference having regard to the objectives of
the Assignment and the specific criteria listed in these Terms of Reference shall be
assessed. In accordance with EU data protection legislation, the Service Provider can
request access to (by contacting the data processing controller and make comments on
the ex-post evaluation of its work.

7 Staffing requirements for the Assignment

The services are expected to be delivered by 3 (three) key experts with the following profile
and qualifications:
 Skills and General Specific Experience
Qualifications Experience
(60%)
(20%) (20%)
Team Leader - Master’s degree or - At least 10 years - Experience as Team Leader on at least 2
academic degree of experience in similar projects in relation to preparatory
Senior Expert equivalent in civil the field of urban studies (feasibility study and detailed
engineering, water water supply. design) of urban water supply
(40%) and sanitation infrastructure with minimum investment
engineering or amount of EUR 15 million.
equivalent.
- Experience as Team Leader on at least 2
- In the absence of a similar projects in relation to preparatory
university degree in studies (feasibility study and detailed
the relevant design) of urban water supply
field, demonstrated infrastructure with minimum 50 km of
equivalent network extension/rehabilitation and 500
professional m3/day of water production capacity.
experience of at least
15 years can be - Must be proficient in French (oral and
accepted. written – both at least equivalent to level
C2 of CEFR 1) and proficient in
Portuguese (oral at least – at least
equivalent to level B1 of CEFR).
- Familiarity with the region will be an
asset.
Economist - Master’s degree or - At least 5 years - Experience as economist on at least 3
academic degree of experience in similar projects in relation to economic
Expert equivalent in the field of and financial evaluation/assessment.
economics of financial economic and
(30%) field or equivalent financial - Must be proficient in French (oral and
analysis of written – both at least equivalent to level
- In the absence of a infrastructure C2 of CEFR)
university degree in project.
the relevant field, - Familiarity with the region and knowledge
demonstrated of Portuguese will be an asset.
equivalent
professional
experience of at least
10 years can be
accepted.
Social - Master’s degree or - At least 10 years - Experience as social expert on at least 3
Specialist academic degree of experience in similar projects in relation to social due
equivalent in social the field of social diligence (social impact assessment
Senior Expert science field or and gender and/or gender analysis and/or
equivalent impact resettlement).
(30%) assessment/due
- In the absence of a diligence for - Must be proficient in French (oral and
university degree in infrastructure written – both at least equivalent to level
the relevant field, project C2of CEFR) and proficient in Portuguese
demonstrated (oral at least – at least equivalent to level
equivalent B1 of CEFR).
professional
experience of at least - Familiarity with the region will be an asset.
15 years can be
accepted.

Bidders are free to mobilize additional experts (non-key experts) for specific tasks (for
instance water engineer, climate expert for conducting the CRVA, environmental expert to
take care of the environmental impacts assessment of the project, civil engineer,
electromechanical engineer for specific analysis if necessary). The non-key experts shall
not be part of the

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levels-qualitative-aspects-of-spoken-language-use
evaluation but their CVs will be subject to approval by the EIB Assignment Manager prior to
their assignment. Their CVs are not examined prior to the signature of the contract. CVs of
non- key experts are not to be included in the offers, but bidders shall demonstrate in their
organisation and methodology that they can source experts with the required profiles, if
needed. All non-key experts must be independent and free from conflicts of interest in the
responsibilities accorded to them.

For information purposes, the Bidders shall indicate the location from which the staff
members will be performing their respective tasks.

Bidders shall submit CVs of the proposed experts matching the requested profiles indicated in
these Terms of Reference, incl. a detailed list of past assignment/projects. If an expert does
not meet the minimum requirements for the evaluation criteria (i.e. skills and
qualifications, general experience and specific experience), then the expert will be
rejected. This means that the entire tender will be rejected.

Documentary evidence related to diplomas and previous experience shall be made available
upon request.

Bidders will be required to confirm availability of the proposed experts for the entire duration
of the Assignment. The selected experts will perform the Assignment. Substitution of the
selected experts by other experts with the same skills profile will not be permitted, unless
prior written approval is received from the Bank.

The Bank will evaluate the Proposals according to the following award criteria and their
respective weights:

1 Proposed approach and methodology (25 pts.)

2 Team composition: qualifications of proposed experts (50 pts.)
3 Financial proposal (25 pts.)