Terms of References Recruitment of Consultant for PPP Legal and Institutional Framework Review Republic of Cote d Ivoire

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1 Terms of References Recruitment of Consultant for PPP Legal and Institutional Framework Review Republic of Cote d Ivoire I. The Context After years of political instability, Cote D Ivoire has entered into new areas and has made significant progress in term of governance and institutional standardization. With a GDP of about US$30 billion (2013), Côte d Ivoire is one of the largest economies in West Africa. The macroeconomic performance over the past two years has been steady, with a growth rate of around 8.7%. The main drivers of this growth are investments in infrastructure such as highways, bridges and an extension of Abidjan s port. First economy in the UEMOA region, Côte d Ivoire has relatively well-developed infrastructure such roads, electricity and water supply compared to other countries in the West Africa region. It has a recognizable national grid for power and a national ICT backbone. With an objective to become an emerging country by 2020, the Government is committed to a priority socio-economic recovery program that includes the rehabilitation and expansion of infrastructure services. Within this framework, the National Development Plan (NDP ) devotes nearly $22 billion to investment, of which 60% will come from the private sector. This NDP aims to reduce the poverty rate by 50% by 2015 and provides major sectorial reforms in addition to a strong donor s commitments and increase in the investment rate. Indeed, The Government of Cote d Ivoire has launched an ambitious infrastructure development program, and has decided to involve the private sector in the design, financing and construction of new infrastructure projects. The Ivorian Government is currently engaged in a priority setting exercise, which will be reflected in the new national development plan under preparation, which will cover the period The overarching objective of this development plan is to ensure the population s wellbeing by reducing poverty and inequality, through structural transformation of the economy. To this end, the Government expects to accelerate implementation of measures designed to improve competitiveness, develop human capital and encourage regional development based on the comparative advantage of each region. With the consolidation of institutions, the Government is making a renewed effort at implementing business reform and investment promotion agenda (including the rehabilitation and development of industrial zones, and the implementation of an industrial development policy). The Government has also embarked on a strategy to promote public private partnerships (PPP) to broaden access to social services and infrastructure. In 2012, the Government of Côte d Ivoire established a list of projects that could be developed as PPP projects. This list has been updated in March 2015 and project fiches have been elaborated for 124 potential PPP projects covering all sectors.

2 2 In an effort to support Cote d Ivoire s extensive infrastructure development and financing program, the World Bank Group s PPIAF initiated a multilayered technical assistance program that includes a comprehensive capacity building program and support to PPP projects preparation and development. The WBG is seeking a consultant to support CDI with the following activity: Provide assistance for the effective review and establishment of a suitable public-private partnership (PPP) legal and institutional framework that will help with existing and future PPP operations in the country, and develop a communication strategy to support the dissemination to and ownership by stakeholders. II. Objective of the Study Provide assistance for the effective review and establishment of a suitable public-private partnership (PPP) legal and institutional framework that support PPP transactions and operations in the country. The objective of the Assignment is to support the Government s efforts in establishing a sound framework for the development of Privatizations, leading to increased and sustainable private sector investment and hence improved service provision in the country. In the short term, the Assignment will enable the Government to consider the potential means to alleviate the weaknesses in the current rules and procedures regarding privatization. In this respect, it will be essential to clarify the roles and responsibilities of different Government authorities as well as the procedures that must be followed regarding the preparation and implementation of transactions so as to enhance the transparency and sustainability of privatizations. In the medium- to long-term, the Assignment is expected to enhance private sector investment and expand access to basic services III. Consultant Assignment Scope of Work In carrying out the assignment, the Consultant will be required to perform the following tasks: Review the current legal and regulatory rules and procedures relating to privatization in CDI (hereinafter collectively referred to as the Relevant Laws ), including the Privatization law, procurement laws, competition laws and all other relevant laws, regulations and procedures so as to ascertain whether and to what extent they: permit private sector investment in public owned assets/ services; are consistent with international practice regarding private sector investment in public assets/ services, including procurement procedures and rules; allow for the protection of private sector investors, considering issues such as, but not limited to, laws relating to: (a) title to land, (b) restrictions on foreign exchange, (c) limitations on taking secured interests in property of whatever nature, (d) limitations, if any, on granting step-in rights to creditors in the event of breaches of financing agreements, and (e) labor laws; and prohibit any Minister, the Council of Ministers

3 3 The consultant will provide the following: a. PPP legal framework & unsolicited proposals policy review Provide an insight into the global best practices in public-private partnerships; Review current legal and institutional framework including policies and procedures for handling unsolicited transactions Provide an assessment of: the institutional landscape of agencies involved in initiating, designing, approving and awarding PPP projects; the current processes in identifying, carrying out outline business case study/ pre-feasibility and feasibility studies, appraising, hiring transaction advisors, choosing the procurement process and approving PPP Projects; the current framework for monitoring and regulating PPP projects post financial close; sector-specific regulations relating to or affecting PPPs, if any; Provide a snapshot of where the Government is in terms of its readiness to undertake optimal PPPs; Provide recommendations on the policy, the legal framework, the institutional arrangements (PPP unit and sectorial implementation agencies ) and capacity building related to PPPs; Organized series of workshops to disseminate key proposals and findings and the PPP law Provide a road map to the Government on next steps; b. Communication and implementation of the PPP framework The proposed tasks of the Communication will help ddeveloping the communication strategy (to mitigate resistance and to involve key stakeholders to support the PPP agenda) and would include: Communication needs assessment for the promotion of PPPs. A Communication Needs Assessment for PPP in Cote D Ivoire would underpin the development of a Communication Strategy aimed at building consensus among the stakeholders and enhancing the capacity of both government (central and local) and private sector partners to use information and communication strategically for reforms. The assessment will comprise opinion research including in-depth interviews and focus groups with the major stakeholders including services users and the private sector; a review of the existing communication mechanism for PPP projects such as road sector reform within the government agencies, particularly the transport sector entities; and an assessment of government communications officers capacity building needs and local communication capacity in the private sector. Communication Strategy for Consensus Building: A guideline will be prepared to develop a comprehensive communication strategy to help promote and strengthen public/private partnerships in the reform process and ensure participation of the key stakeholders. The strategy will focus on communication in key sector reform in Cote D Ivoire. The outline for development of a strategy will take into consideration the socio-economic and cultural dynamics of the stakeholders. It will also review possible civil society partnerships in implementing the program. Implementation strategy. This will include:

4 4 Designing and setting-up the institutional arrangements to manage a PPP portfolio, handle PPP transactions and manage PPP projects (PPP Unit, and possibly ministry units), Drafting the new and amended necessary pieces of legislation, Preparing and disseminating guiding documents (strategy, business plans, etc.), Preparing the PPP portfolio based in the needs and priorities of the country, Supporting the Ministry of Finance with recommendations on the fiscal implications of PPPs, Provide and organize learning and capacity building for staff of the new PPP Unit and other relevant agencies c. Stakeholder Consultation This task would include a series of stakeholder consultation exercises, targeting the key stakeholders (i.e. Government officials including PPP unit and local government, consumer groups, private sector; Donors community and other stakeholders). IV. Consultant Qualification Generic criteria - MA/MS, Graduate Degree in a relevant field/discipline (Economics, Engineering, Business Studies, Finance, Law or similar field relevant to the assignment); - Minimum of 10 years of relevant experience in PPPs/private sector development, advising on PPP policies, legal and regulatory frameworks, institutional development; - Experience in developing countries is highly desirable; - Sound experience in dealing with public and private sector institutions, including ensuring a balanced set of interests; - Experience in delivering PPP capacity-building trainings - Fluent in French Specific criteria The successful consultancy will comprise consultants with particular expertise in PPP arrangements. Specifically, the Consultant must have at a senior level: - At least 10 years of relevant experience in PPP legal an institutional framework - Excellent analytical skills and sectorial expertise across a number of key infrastructure sub-sectors relevant to the investigation of key PPP issues such as transport, energy and water; - Substantial track record of participation in the development and implementation of infrastructure PPPs, such as assignments as feasibility consultant, transaction advisor, equity investor, lender, and/or operator; - Substantial track record in successfully undertaking similar support roles providing high level advice to governments in developing countries on PPPs; and - Significant experience on advising on PPP policies, institutional development, legal & regulatory frameworks; - Recent project experience in reviewing law / regulations and disseminating

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6 6 V. Deliverables Draw up recommendations for: (i) the appropriate institutional framework; (ii) amendments to the Relevant Laws; and (iii) a review of Draft law and amendments thereto, and provide these recommendations, with a brief report, to the Task Manager for his reactions. Provide the recommendations and the reactions of the Task Manager under (b) to Government Ministers of CDI and others and agree on any changes as a result. Prepare draft legislation based on the recommendations, as agreed under (c), and provide the draft to the Task Manager and to the Government, for review and comment. Give a personal presentation of the draft legislation to Ministers of the Government and any other interested individuals who shall be invited to provide inputs on this draft. Develop a consensus building communication plan that increase stakeholders ownership and participation in the process VI. Duration of Work, Budget, and Payment Schedule (a) Duration of work: 3 months starting from the contract signature date: July 1, 2016 to December 31, 2016 (b) Budget: $130,000 inclusive all costs travel costs and per diem. Travel costs typically include round trip ticket in economy fare, in and out transportation, and within city transportation. (c) Payment schedule 10% upon signature of the contract 10% upon reception of satisfactory work plan and report outline 40% upon reception of satisfactory midterm activity progress report 40% upon reception and satisfactory review of final report