Guidance 1World Bank/ICA/PPIAF (2009)
Attracting Investors to African Public-Private Partnerships
A Project Preparation Guide
Chapter 6 covers the role and scope of PPP advisers
Guidance 2PPP in Infrastructure Resource Center (PPPIRC) (undated)
Sample Terms of Reference
Provides guidance (and samples) on the terms of reference for transaction advisers
Advisers are normally involved at every stage of the PPP project cycle, including initial project assessment, preparation, procurement and implementation phases. Examples of the legal, financial, technical and environmental assistance typically provided by PPP advisers, in particular during the procurement phase, include the following: Guidance 1, 2
Legal adviser
Advise the public sector on the issue of the legal powers (or vires) necessary to enter into the project contracts;
Assist in the assessment of the legal feasibility of the project;
Advise on the appropriate procurement route;
Advise on the initial contract notice;
Advise on procurement documentation such as pre-qualification questionnaires, invitations to tender and evaluation criteria;
Develop the PPP contract;
Ensure that bids meet the legal and contractual requirements for submission;
Evaluate and advise on all processes and contractual solutions throughout the procurement phase, including contract negotiation; and
Provide support in the clarification and fine-tuning of legal issues that arise.
Technical adviser
Draft the output requirements and specifications of the PPP project;
Develop payment mechanisms in the PPP contract (with the financial adviser);
Evaluate and advise on all technical solutions during the procurement phase;
Undertake technical due diligence on bidders’ solutions; and
Carry out any necessary site condition, planning and technical design work.
Financial adviser
Support the development of all financial aspects of the project;
Development of the financial model used by the Authority in the context of the PSC;
Advise on how to secure the public funding for the project (if any);
Advise on the applicability of specific sources of funding, and how these can be optimised within the funding structure;
Ensure that all financial aspects of the bidders’ solutions meet the requirements for submitting a bid;
Optimise, scrutinise and possibly audit the financial models submitted by bidders;
Evaluate and advise on financial proposals throughout the procurement phase;
Advise on the bankability issues raised by the PPP contract;
Undertake financial due diligence on the submitted bids;
Assist in the negotiations with the lenders; and
Assist in the strategy and completion of the interest rate and currency hedging at financial close.
Environmental adviser
Examine the potential environmental impact of the project;
Assist in environmental due diligence, including required permits and certifications;
Identify potential environmental risks and how submitted bids address them; and
Consider the mitigation of such risks and the impact on the scope and technical design of the project.
