assist - City of

10.1 The successful bidder or professional will be required to enter into a service level agreement with the City. 10.2 The following Special Conditions of Contract shall supplement the General Conditions of Contract. Whenever there is a conflict, the provisions herein shall prevail over those in the General Conditions of Contract and SLA entered. 10.3 This bid and all contracts emanating there from will be subject to the General Conditions of Contract (GCC). The Special Conditions are supplementary to those of the General Conditions of Contract. Where, however, the Special Conditions of Contract conflict with General Conditions of Contract, the Special Conditions of the Contract prevail. 10.4 Bidders who are in employment of the State shall automatically be disqualified. 10.5 The municipal account submitted may be verified with the relevant municipality. Only municipal accounts less than 3 months will be accepted. 10.6 Should the bidder be renting in a leased property, both lessor and the lessee’s agreement must be furnished together with the landlord’s municipal account or statement Municipal account must be submitted together with the bid documents. 10.7 Municipal account requirements are applicable to sub-contracting companies and joint ventures. (Failure to comply with the above requirement will lead to disqualification). 10.8 The City reserves the right to enter into negotiations with the recommended services provider(s). 10.9 Only qualified shortlisted bidders will be invited for a presentation. 10.10 The technical methodology criteria of the functionality assessment must outline the approach and plan of the proposer and is critical to convince the BID evaluation team on the appreciation of the work required. It will also form as part of the basis for service level agreement content and related negotiations. 10.11 No service may be rendered without an official order. 10.12 Failure to comply with any of the conditions and special conditions may lead to disqualification. 10.13 In the case of a joint venture or consortium bid for the tender, an agreement of the parties should be submitted, and relevant documents submitted. A team constituted for the sake of submission should be maintained when the bidding is successful. 10.14 Following appointment, the successful service provider shall submit a letter to the COT GH ROC confirming the composition of the team members as per bid submission failure shall lead to immediate termination. 10.15 A successful TA bidder will receive a written notification of appointment from COT’s supply chain management unit. 10.16 TA Bidders that score less than 70 points on functionality will not be evaluated further. 10.17 All TA Bidders must continuously monitor amendments that may be made on COT the e Tender and COT website for the above bid. COT will not be held liable/responsible if Tenderers do not view responses to questions/queries/comments which were posted on the e-Tender portal and COT website. 10.18 The expected team should be led by either a Professional Commercial Legal Advisor or an Economics/Finance Advisor. The technical team should be either be led by a Professional Project Manager Registered with the South African Council for the Project and Construction Management Profession (PrCPM) or an Engineering Consultant registered with ECSA. 10.19 The following are proposed TA team members. NUMBER PROFESSIONAL SERVICE COMMERCIAL TEAM Commercial legal/Law/ Regulatory professional (financial local 1 government, mining) Procurement Specialist- SCM in local government, PPPFA, etc Economics/ Finance professional (CA (SA) or equivalent, 2 Financial and Market Analyst TECHNICAL TEAM PROJECT MANAGEMENT AND BUILT ENVIRONMENT TEAM (may include sum of these specialisations) Professional Project Management (SACPCMP) Professional Town Planning (SACPLAN) 3 Professional Architectural (SACAP Professional Quantity Surveyor (SACQS) Professional Environmental Specialist (Registered EAP/ Pr. Sci. Nat) ENGINEERING TEAM Professional Civil/Structural (ECSA Professional Electrical/Mechanical (ECSA) 4 Professional Mining Specialist (ECSA) Professional Geologist with Open Cast Quarrying 10.20 An experienced bidder in providing professional advice on local government guided by municipal legislation, especially on contract management will be considered. 10.21 It is expected that the technical methodology must cover the resources to be deployed to the service in accordance with the deliverables. 11. GUIDELINES FOR SUBMISSION OF PROPOSAL 11.1 The proposals for the envisaged service should be submitted to COT before the closing date, at the physical address. 11.2 Addressed to the Senior Manager: Supply Chain Management. Your submission must reflect Bidders name, Bid number, Closing date, and address of Bidder. 11.3 The succinct proposal must include a résumé of the team members allocated to the selected services of project. The CVs must indicate the expertise and experience that each brings to the contract. 12. DURATION OF APPOINTMENT OF TRANSACTION ADVISOR 12.1 The deliverables set out under these terms of reference will be guided by the proposed period and will be part of the agreement between COT and the successful Transactional Advisor. In addition, the Transactional Advisor is required to provide a project plan with timeframes as an annexure to their proposal. Details of these milestones and mandatory deliverables, and schedule must be agreed with the successful TA. 12.2 The TA’s appointment will commence as soon as the contract has been signed and seized once financial close is reached. 13. INFORMATION 13.1 Additional information as may be deemed appropriate must be submitted. 14. ADDING VALUE 14.1 It is expected that potential service providers will critique the brief with the purpose of adding value where possible in the proposal to be submitted. Thus, the onus is on the service provider to add value to the brief in terms of their special competencies 15. COST OF SUBMISSION OF PROPOSAL 15.1 COT is not responsible for any costs incurred by the service providers in the process of developing the proposals. The submitted budget for this service must incorporate all expenses to be incurred by the service provider. 16. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS 16.1 The ownership of all Intellectual Property Rights associated with this work will be vested within COT, for its exclusive use, whereas any other stakeholder requires COT’s prior consent to use all work developed within the assignment.

The scope of services expected in terms of the City of Tshwane Tshwane Bon Accord Quarry. The professional advisory service required is divided into three phases, namely; PHASE 1A: Preparatory Phase (Issue RFQ to the Market for a Transaction Advisor to submit documents setting out the extent to which it meets the requirements to be appointed as Transaction Advisory Service provider - the scope is outlined below with its associated activities). PHASE 1B: CoT selects the transaction advisory service provider and only reveals the top bidder who complied or passed all stages of evaluation.. The bid will be awarded to the highest scoring bidder in terms of the applicable preference points system. The lowest bidder by price may not necessarily be appointed if the functionality requirements do not meet the minimum requirements of functionality. PHASE 2: Request for Qualification - Under direction of CoT and the support of the TA issue a RFQ (Issuing a Request for Qualification to the market and coordinating the assessment of the qualified bidders. scope below activities are associated with this phase). Only bidders meet the minimum requirements may proceed to the proposal phase of the bid. A priced proposal with deliverables and timelines which corresponds with the scope of work below must be submitted This form should be completed as indicated. Phase 3: Request for Proposals: Only the top five bidders (top qualifying bidders) to make proposals as to the nature of the Contractual Agreement, the key requirements and determinants of the contract, the key dependencies and guarantees and minimum standards. A best and alternate bidder will be selected to proceed to financial close out and contractual formulation and submission of guarantees. 7.1 INCEPTION REPORT The inception report should describe the understanding and interpretation of the service provider’s plan of action or approach which will cover key elements as indicated in the Terms of Reference. In addition, this will cover timelines required for conducting the business case or plan. Further information to enhance this approach will be considered. DELIVERABLE 1 – INCEPTION REPORT 7.2 Supply and Demand Analysis for the Gauteng Market The market supply and demand analysis gives definition to the quarry operations, preparing the way for the technical solution options analysis. This should, demonstrate that the project aligns with the municipality’s strategic pillars / objectives and IDPs. Identify and analyse the required operational and capital budget to extract the maximum returns of the facility. The market analysis needs to explore the market and the sectors that are pertinent to the quarry. The demand for quarry products in South Africa and specifically Gauteng and immediate surrounding provinces and municipalities is mainly driven by the construction industry, which is comprised of residential building, non-residential building, and civil construction. The market analysis should incorporate appropriate industry benchmarks and highlight best international practices that are applicable for this operation. In specific, assess the implementation of relevant similar type of quarry operations in South Africa from both a private and public sector perspective. Also, to conduct market sounding exercise, where the needs to understand the private sector’s value drivers and the main financial and operational constraints companies might face during the provision of infrastructure and services. DELIVERABLE 2 – MARKET PROJECTION ANALYSIS OF THE PROPOSED PRODUCT SCHEDULE 7.3 EONOMIC AND FINANCIAL ANALYSIS This report must provide a broad based economic model based on the supply and demand analysis provided in report 1. The soundness of the proposed investment int the quarry development is premised on an understanding of the demand for construction materials. Modelling must set out various scenarios based on the current and potential demand for materials using a basket of assumptions that are sustainable and realistic. This report should be accompanied by financial modelling on capital and operating budget estimates and estimated revenues linked to a three-mode assessment. The report must cover a low viability level, middle viability level and high viability level scenario to establish commercial viability of the proposed quarry development. A break-even model could also be included to help determine the most appropriate cause of action. The financials should cover NPV, IRR, and ROI, Payback period, debt to equity ratios, current and additional revenue streams An economic impact assessment report can be included to reflect the investment value, direct and indirect job creation, and contribution to the broader gross geographic product. DELIVERABLE 3 – LEGAL AND TECHNICAL DUE DILIGENCE REPORT 7.4 LEGAL DUE DELLIGENCE The legal and regulatory analysis will include a review of the Legal Frameworks that may impact the implementation of the project. This will include South African Legislation (National, Provincial, Local) as well as Regulations governing Legislatures. This should cover; legal issues, site enablement issues including the following (land ownership, land availability and any title deed endorsements, potential land claims, Lease interests in the land, land consolidation and classification, zoning rights and town planning requirements). In addition, this should analyse suitable procurement legislation. Investigate and indicate applicable mining legislation for the quarry. The quarries are compliant with the DMRE and DEFFE requirements and regular testing and assessments are conducted to ensure it meets the requirements. Bidders must demonstrate an understanding of the Minerals Acts, Environmental authorisations and SHEQ compliance requirements. The nature and form of the operating entity can also be included in this analysis and proposals may be considered part of the bidders’ submission. DELIVERABLE 4 – STAKEHOLDER IDENTIFICATION AND ENGAGEMENT REPORT 7.5 STAKEHOLDER ANALYSIS The Transaction Advisor shall identify and conduct an overview of the stakeholders likely to be involved in the quarry development. Engagement with different stakeholders is crucial. A stakeholder engagement plan of consultation guided by relevant legislation or policies must be supplied in principle setting out the identification of stakeholders as well as linking stakeholders to the various prescripts in legislation which require compulsory public participation and engagement. A report identifying the parties more broadly, but where possible with a degree of specificity to ensure all consultation channels are pursued satisfactorily. DELIVERABLE 5 – ECONOMIC AND FINANCIAL ANALYSIS REPORT 7.6 FINANCIAL AND ECONOMIC DUE DILLIGENCE The CoT will make available the annual quarry report for the 24/25 financial year. The city has valued the assets (plant and equipment) at R 241 million. This does not include a value for the quarry body. The operating annual budget is R 57 million which includes provisions for depreciation and rehabilitation. The annual report will also reflect the current outputs and staff capacity. It also contains estimated production capacity if the quarry were to operate longer hours. A variety of investment scenarios will be included which the city conducted. DELIVERABLE 6 – RISK ASSESSMENT AND MITIGATION REPORT 7.7 RISK ASSESMENT The TA and the CoT task team will conduct comprehensive risks assessment of the development, the operating entity and the activity itself at the quarries. This triple risk assessment seeks to identify operator risks which may and can be placed in the Operator SLA to address over the duration of the project. The risks which emanate from the legal compliance which may and can have the effect of a complete shutdown of activities. And lastly the risks to the quarry itself. The risk viability assessment is critical to ensure the continuation of the project. These risks are critical to the conditions which are required to ensure a successful operation. This should consider all relevant risks of the project. A risk matrix and register should be developed. DELIVERABLE 7 – PROPOSED PROCUREMENT PLAN FOR THE QUARRIES REPORT 7.8 PROCUREMENT PLAN The procurement plan must set out the preferred methodology or modality which the CoT wants to implement. The CoT have the following known choices to select from in the procurement or implementation of this decision. 1. Section 14 (MFMA) – Release of an asset no longer required for municipal purposes. This may be a necessary first step in releasing the asset. However, the city will staill draw materials from the asset and so it may be contradictory for the city to proceed with this mode if it cannot state that it no longer requires the asset for municipal purposes. 2. Section 33 (MFMA) – Contracts for longer than 3 years. While this section is admittedly only for the purchase of goods and services for more than 3 years, it does provide some leeway as a tool for the release of this land for this purpose. The city intends or wishes to make the quarries available for a 20- year agreement. The city also intends to make use of quarry materials for the same period. It therefore provides a tool for consideration. 3. Section 78 (Municipal Systems Act) – The option to create a company or a municipal entity to hold the asset off the city’s balance sheet may also be considered. This may be a better alternative to the much lengthier process of a PPP. The operational entity proposed by the bidder may wish to simplify its operation and not be subjected to the MFMA and its many limitations. 4. Section 12 MFMA PPP – Section 120 is a lengthy and onerous process which may be considered but may not result in an expedient outcome for the city. 5. There are other options which may and can be considered. The TA may and must provide a schedule of the pros and cons of each scenario and may make suggestions and proposals as to the entity form that is both progressive and quick to bring to operation. DELIVERABLE 8 – PROCUREMENT PLAN REPORT WITH RFQ AND RFP 7.9 PARTICIPATE IN COMMITTEES The TA is expected to participate in the Bid Specification Committee (BSC) and Bid Evaluation Committee (BEC) established to process the bids. Professional technical TA members should form part of the team. The TA will participate in the two stages. The request for qualification process to select the top bidders. The Top Bidders will continue to the Request for Proposal stage. From this process the best and alternate bidder will be selected. DELIVERABLE 9 – DRAFT CLOSE OUT REPORT AND DRAFT CONTRACT AGREEMENTS The TA is required to assist in drafting the report to close out the RFQ and RFP process which will form part of the record of decision in this regard. As part of the close out report the TA will provide an indication of a minimum set of terms and conditions for the primary contract and SLA between CoT and the preferred bidder. DELIVERABLE 10 – MINUTES AND NOTES OF ALL SCM COMMITTEE MEETINGS 7.10 PARTICIPATE IN NEGOTIATIONS The TA is expected to participate in contract negotiations. DELIVERABLE 11 – Record of all Project MANAGEMENT MEETINGS NOTES AND MINUTES The TA will provide a record of all project and process management meetings. This will form the record of engagement and is required to be submitted along with the milestone reports. DELIVERABLE 12 – PUBLIC PARTICIPATION MEETINGS 7.11 PUBLIC PARTICIPATION The TA in consultation with the City shall arrange the Public Participation or Consultation where necessary. It is proposed that at least 2 public participation session be held with both interested and affected parties as well as a broader engagement session with the business sector. These sessions are outside the scope of the legislated sessions which will be governed by SCM processes. 8. MANAGEMENT OF THE TRANSACTION ADVISOR 8.1 A TA should nominate a liaison(s) who is an experienced professional(s) to manage the TA team. A professional should coordinate the activities of various TA team members. 8.2 The COT representative GH ROC will establish a project team (Project Steering Committee) to engage regularly in accordance with the work plan and schedule with the TA to efficiently complete the various delivery items. The Project Steering Committee will meet at least monthly, and the TA’s liaison (s) will report progress at these meetings. Critical milestones will form part of the discussion and must meet the CoT requirements. 9. REPORTING 9.1 In addition to the above, meetings will be scheduled to coincide with the key deliverables of the TA in the delivery of the project. 9.2 The COT representative GH ROC, after consultation with the City of Tshwane- Chief Operation Office (COO), will confirm that the TA has satisfactorily completed each deliverable before invoices can be submitted for payment or compensation to be approved. 9.3 A workplan with a schedule of meetings, report deliverables, process dependencies and milestone deadlines will be submitted and agreed upon betweetheeh CoT and the TA. The representatives will agree to coordinate meetings, inputs to reports, and presentations and manage and meetthe project deliverables deadlines, unless agree to otherwise. 9.4 The TA will submit milestone progress reports as may be agreed to describe the progress of work and further planned actions, an updated work schedule, and any key constraints encountered by the team in the performance of the activities. 9.5 The milestone detailed progress report and presentation (Ms PowerPoint) in the following format Microsoft Word, PDF is required. 9.6 The reports submitted by the TA will be approved within such a period as will be agreed with COT – GH ROC, to ensure that no delay or disruption to the TA activities. Reports will be submitted in respect of key deliverables for decision making and approval.

Bid Description Department Contact person briefing Closing datenumber session