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JORDANGAM WASTE TO ENERGY PROJECT

FEASIBILITY STUDY TERMS OF REFERENCE

1. BACKGROUND

The European Bank for Reconstruction and Development (the “EBRD” or the “Bank”) is discussing with the Greater Amman Municipality (“GAM”, “Municipality” or “City”)) potential financing of solid waste investments in Ghabawi Landfill (cells 4 and beyond) and the accompanying project components.

GAM is responsible for solid waste management in Amman and is allowed to grant concessions/licenses to other operators. It has its own budget, funded mainly by public money including a significant proportion from direct taxation of businesses and households, building permits and property development. GAM also receives a budget from the Central Government, which is agreed each year between the City Council and Council of Ministers.

The Bank was approached by GAM to provide a sovereign guaranteed loan to complete a landfill gas (“LFG”) recovery investment at cells 1-3 of the Ghabawi solid waste landfill facility which was originally part of the World Bank (“WB”) investment. The investment programme is currently under way. However, a more holistic approach is required for the solid waste management services to be improved substantially and across the whole of the city.

GAM is responsible for MSW collection, transfer and disposal within the 22 districts of Amman and five additional neighbouring districts of the metropolitan area of Amman combined with the street sweeping services. Industrial, medical and hazardous waste is under the jurisdiction of theMinistry of Environment.

In March 2015, GAM issued Tender No. (32/1/2015) requesting proposals from qualified companies interested in a PPP (Design-Build-Operate-Transfer contract) for the MSW waste-to-energy facility for the Greater Amman Municipality (the “WtE RFP”). The project aims to decrease the amount of waste destined for landfilling by the recovery of recyclable materials and by producing renewable energy in the form of fuel and/or electricity. The scope of services covers design, permit application, financing, constructing, operating, maintenance and transfer (DBOT) to GAM. The Service Contract period shall be 15-30 years. The plant is to be located at Al Shaer Transfer Station or Ghabawi Landfill. Bidders are encouraged to submit proposals for both sites or for the one they find more suitable for their proposed project. The technical solution that may include but is not limited to the following MSW processing technologies:

mixed waste material recovery facility anaerobic digestion composting thermal processing facility with energy recovery through gasification, pyrolysis, mass-burn combustion refuse derived fuel production

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any combination of these technologies with an initial capacity of 1,200 to 1,500 t/day and with at least two fully redundant processing lines.

In light of the above, Great Amman Municipality (“GAM”) has approached the European Bank for Reconstruction and Development (the “Bank” or the “EBRD”) with a request to assess the possibility of financing medium and long term solid waste management facilities for the Municipality of Amman (the “Project”). This should include all stages of waste management from collection, processing, treatment and disposal and include all intermediate steps during the analysis.

The Bank wishes to commission a suitably qualified consultant (the “Consultant”) to prepare a comprehensive feasibility study (“FS”) to determine a priority investment programme (the “PIP”) that meet the WtE RFP requirements and evaluate its benefits, including assessing its environmental and social feasibility.

In addition, as part of a broader engagement, the Bank retained Fichtner to assess the solid waste sector in Amman in order to identify and develop an all-rounded approach to the sector.

2. OBJECTIVES

The Consultant will review the WtE RFP requirements, Fichtner report, and other reports regarding the MSW strategy of Amman and verify whether a bankable project meeting the City’s objectives below can be delivered. This Project will be based on an effective least-cost investment programme that meets GAM objectives for MSW. The investment plan will be justified on the basis of thorough technical, legislative, financial and economic analysis. Furthermore, the Consultant will develop an efficient Project Implementation Plan, including procurement schedule considering the current WtE RFP, and carry out an assessment of the resource efficiency opportunities (including energy efficiency and renewable energy potential and the impact on GHG emissions) and environmental and social impacts of the investment programme.

The Feasibility Study should meet the requirements of the PPP Law of Jordan that defines the approval process for a PPP.

Other scope of the assignment shall include, inter alia:

Review the needs of the Client and/or Beneficiary, including definition of WtE RFP Project and establishment of the area to be covered by the investment.

Review the specific needs1 for solid waste management in the area based on previous studies.

Review the applicable legislation at local and national level in place regarding waste (e.g. targets on material and energy production from waste), country Strategy and assess the implications on the WtE RFP Project.

Review and analyse the current system of solid waste separation, collection and reprocessing for recycling and, if appropriate, make assessment on how the WtE RFP

1 Assess needs of all relevant stakeholders, presenting any differentiated needs and priorities according to gender and age.2

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Project fits into them, taking into consideration international best practices in waste management (eg BREFs) and following the EU waste hierarchy options at the maximum extent. Identify potential industrial users of separated materials and barriers existing to the development of a market for such products.

Review and analyse the current situation of the waste treatment/separation/ recycling/landfilling in the area in terms of condition of major equipment and facilities, recent past years performances, operation and maintenance (“O&M”) practices, capacity of the City to manage and address all relevant environmental and social risks and impacts, compliance with national laws and regulations and any liability issues.

Carry out a detailed analysis2 to select the best WtE RFP Project option and site location for disposal (and where appropriate, separation and recycling), including existing and new locations, taking into consideration international best practices in waste management. The Consultant will produce a multi-criteria analysis justifying the selected option or options (no more than three) and summarise it in tabular form. Processing methodologies that should be analysed, include but not limited to:

o mixed waste material recovery facility;o anaerobic digestion;o composting;o thermal processing facility with energy recovery;o refuse derived fuel production; ando any combination of these.

Once the WtE RFP Project option and site selection has been confirmed, screen the project against the EBRD’s Environmental and Social Policy (2014, “ESP”) and associated Performance Requirements (“PRs”) to propose, and agree with the EBRD, the project category (A or B) and confirm the environmental and social due diligence required.

If the project is categorised as B (once agreed with the EBRD) carry out an Environmental and Social Assessment (E&S Due Diligence, “ESDD”) of the proposed Project to identify its environmental and social risks, impacts and benefits and to structure the Project to comply with the ESP and PRs. If the Project is categorised as A, this ToR will be revised by the EBRD.

Estimate potential reductions in greenhouse gas (“GHG”) emissions arising from the possible closure of any old landfills, as well as assess possible utilisation of biogas from existing and planned landfill sites as well as any further waste processing that generates biogas, and the impact on climate change mitigation.

Based on the results of the above, draw up a detailed priority investment programme (“PIP”) for the WtE RFP Project selected options, including but not limited to collection vehicles, recycling stations, processing and treatment technologies, wells, piping, and in case future use of the exiting dumpsite is not recommended, closure of the existing landfill and opening of a new sanitary landfill.

Make necessary recommendations for institutional changes (organisation of solid waste management, changes in law or institutional, including human resources, changes) regarding solid waste management in the City, based on previous studies already developed by GAM.

2 Taking into consideration customers’ perspectives and any gender differentiated priorities, concerns and behaviour3

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Conduct a financial analysis of the WtE RFP Project options and waste management operations, including treatment and processing. Create a business plan over the lifetime of the WtE RFP Project with detailed calculations of realistic capital expenditure (“CAPEX”), revenues, expenses, debt service coverage ratio for an hypothetical loan and Internal Rates of Return (“IRR”) (both economic and financial).

To prepare financial projections for selected waste treatment solution facilities; the projections shall be fully consistent with the proposed WtE RFP Project, strategic development plan and be based on prudent assumptions on the future PPP Contractor (the Concessionaire) revenues and expenditures. Financial projections shall include annual balance sheets, income and cash flow statements.

Design a general timetable of the implementation of the Project for each potential scenario considering the current WtE RFP.

Develop a VfM and affordability analysis for the best contractual option and business model for any required treatment and processing plants.

Calculation of the Bank’s standard measuring indicators and SRI impact indicators (Annex 3).

3. SCOPE OF WORK

The Assignment can be categorised into the following five tasks:

3.1: Baseline study.3.2: Project proposal.Error: Reference source not found: Error: Reference source not found.3.3: Project implementation plan.3.4: Environmental and Social Assessment.

The consultant is expected to capitalise and build up the analysis based on existing studies about the market and solid waste services already developed by the client and develop its own opinions and recommendations. The Consultant is highly encourage to review that information since some of the scope required in this engagement have been already considered in other studies.

3.1 Baseline study

This task involves the review of the present status of the waste management services in the Project area. This analysis shall allow the Bank and the GoJ to better understand the present situation in institutional, legal and financial, as well as technical and environmental terms.

The following shall, inter alia, be addressed:

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3.1.1. Market review

Organisation. Describe and assess how solid waste management is organised. Describe the historic background for the structure of the sector. Also describe the governance structure.

Waste Generation. Describe/define the main categories of waste and estimate current and future quantities, including composition analysis. Describe any large generators of general or specific municipal solid waste, providing existing quantities and future forecast.

Source separation. Describe existing (and/or past) experience with waste separation at source (household and business/industries). Describe the regulatory requirements and enforcement standards. Describe the market for extracted materials.

Recycling . Describe existing (and/or past) experience with recycling (household and business/industries). Describe results, how it is/was organised, ownership, financial and payment details. What are the government plans and requirements/enforcement records. Describe potential opportunities to capture value from recycled material, including from sales of green energy.

Waste Collection, Transportation and Treatment. Describe and assess how waste collection and transportation is currently organised. Describe the main service providers in terms of, inter alia:

o List and describe all market participants in the waste collection sector. For each service provider, provide the following information

Ownership (private or public) of these service providers. Providing service for industrial waste and/or households waste collection. Which assets does the entity have; age and state of the assets? Who controls/manages the entity? Which areas/waste generators does the entity serve? Nature of licencing, duration of contracts and award format. These should

include formal contracts with the City and/or the waste generators. How is the entity paid – officially and unofficially? Describe flow of funds

from the waste generator generators (or directly from the City as the case might be) to the entity.

What types and quantities of waste are handled? Who supervises the performance of the entity (if any)? Outline the entity’s key economic incentive drivers in the system. Quality of service provided. Any available financial statements.

Assess the potential for private sector participation in waste collection, transportation, treatment and processing and outline potential transaction and contractual structures for such participation, including a full VfM analysis of the recommended transaction structure.

Identify room for improvements in terms of: (i) tendering process/procedures; (ii) licencing requirements and; (iii) the contents of the legal contracts (also advise the optimum duration of the contracts).

Waste treatment and final disposal. Describe and assess how waste treatment and final disposal is currently organised. Describe each of the main players in terms of, inter alia:

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o Who owns the entity?o History of the entity (organisational and structural).o Which assets does the entity have; age and state of the assets?o Who controls/manages the entity?o Formal contracts with the City and/or the waste generators.o How is the entity paid? Describe flow of funds from the waste generator (or

directly from the City as the case might be) to the entity.o What types and quantities of waste are handled?o Who supervises the performance of the entity?o Outline the entity’s key economic incentive drivers.o Service provided / environmental compliance.o Any available financial statements.o Assess the potential for private sector participation in waste treatment and

disposal operations and outline potential transaction and contractual structures for such participation.

Paying for and Financing of Waste Management. Describe and assess how the current waste management system is financed. Describe the system in terms of, inter alia:

o Direct payments (budgeted and actual) made from the city, Governorate or national budget (from where to where).

o Payments (billed and actual) made by households.o Payments (billed and actual) made by industry.o Others.

Prepare a payment “flow chart” for each of the payments made by waste generators and describe the roles and responsibilities of each of the “intermediaries” which the payment passes through and describe how the funds are allocated to different functions. Describe how the waste management financing and payment system provides financial incentives to the various stakeholders.

3.1.2. Organisation in the City

The Consultant will study the organisation of solid waste management in the City and compare its findings with best practices in solid waste operations and identify areas for improvements.

3.1.3. Waste collection and transportation

The Consultant will examine waste collection and transportation practices and identify areas for operating and financial improvement.

The Consultant will describe how waste is taken to the collection points from the household and by whom (men, women or children) and how often. Any concerns and /or priorities for improvement of the services will be described and differentiated according to gender where applicable. The Consultant will identify if there are any informal waste collection activities taking place in the City. If so, the numbers of people involved, how it is undertaken and paid for,

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a socio-economic description of those carrying this out and whether these informal activities take place on the dumpsite or in different areas of the city should be provided.

An assessment of current waste collection, recycling and disposal habits of residents, tendency to separate waste, littering and general public awareness regarding the current waste management systems will be appraised by visual inspections of collection points, site visits to the dumpsite, research carried out by local team members and information provided by the client.

The Consultant should also look into route optimisation and developing an updated route schedule to maximise use of existing and future resources.

Furthermore, the Consultant will assess the potential for private sector participation (“PSP”) in waste collection and transportation and outline potential transaction structures for such participation.

3.1.4. Waste treatment and the existing landfill

The Consultant will study the waste treatment practices at the existing landfill; compare them to international practices and identify areas for improvement (if appropriate, including a comment on how to capture the potential for recycling).

3.1.5. Paying for and financing of waste management

The Consultant will describe and assess how the current waste management system is financed and will describe the system in terms of inter alia:

Direct payments (budgeted and actual) made from the City budget (from where to where).

Payments (billed and actual) made by households and the proportion this comprises of their monthly expenditures.

Payments (billed and actual) made by commercial entities.

If data is available, the Consultant shall examine payment differences at both individual and household level (i.e. women and men; single-headed households, elderly; people living with disabilities, ethnic minorities and vulnerable groups in the community, etc.).

The Consultant will prepare a payment flow chart for each of the payments made by waste generators and describe the roles and responsibilities of each of the intermediaries which the payment passes through and describe how the funds are allocated to different functions.

The Consultant will describe how the waste management financing and payment system provides financial incentives to the various stakeholders.

Based on the proposed waste management scenarios and the available financing mechanisms, the Consultant will propose financing strategies (e.g. gate fees, electricity/heat/gas sales).

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3.1.6. Demand and affordability assessment

Based on information readily available (data generated by the City and municipal companies) the Consultant will compile and present the demand and socio-economic data of relevance to the Project including, inter alia:

a) Population data including historical development (number of people, general spatial distribution), trends, growth rates, and any information useful for population projections;

b) Household incomes, household sizes, number of household members in employment (disaggregated by gender and other relevant socio-economic and demographic characteristics), average expenditures for essential goods etc.

c) Prepare likely future scenarios of the generation of solid waste in the City and demand for disposing of waste materials.

d) Existing demand and terms for sales of sorted waste and/or recyclable raw materials (plastics, paper and cardboard, glass). The Consultant shall study and confirm the possibilities of off-take contractual arrangements between the Concessionaire and existing and/or potential buyers of these materials, volumes and terms of such off-take contracts.

e) Assess the level of tariffs (waste collection including separate waste collection if applicable and green electricity) that would be affordable for customers, particularly mid and low level income households, without causing a socially or politically unacceptable financial strain. The Consultant will assess the affordability and willingness to pay of both domestic and industrial customers taking into account the improved services and current customer perception of service quality. The Consultant will assess affordability and willingness to pay of men and women as well as people from other social and demographic groups (i.e. elderly, youth and the disabled). The Consultant will liaise with EBRD to provide an affordability assessment in line with the EBRD methodology. Document and explain the research and analyses carried out that support the opinions offered and state methodological assumptions. Examine the issues over the life of the project, making assumptions about how real income will increase, how attitudes may change, etc. Present comparisons with other countries/cities.

f) Evaluate whether non-residential users have any particular reason to object to the new tariff levels. Assess whether there could be any impact on industrial or business location decisions

g) Assess whether there are other factors that could lead to serious objections by users, City or other politicians, or particular interest groups.

3.1.7. Waste Tariff Setting

The Consultant will evaluate current tariff setting policies, and recommend improvements. To this end, the Consultant will, inter alia:

Examine the current billing and collection methodologies and prepare recommendations in accordance with the industry best practices.

Evaluate the current tariff formulae, determine to what extent all recurrent costs are included.

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Recommend changes to the tariff setting formulae that ensures that the tariff sends appropriate signals to market players to disincentives waste production and incentivise waste separation.

Analyse if the benefits associated with gains in efficiency are shared between the Concessionaire and customers in an equitable and transparent manner.

Identify cross subsidies (if any), if feasible, and establish a plan for the orderly phasing-out of cross-subsidies over a three to four year period, ensuring that customer tariffs remain affordable.

Calculate the appropriate tipping fee for the facilities (under financial assumptions to be agreed with EBRD).

3.1.8. Biogas emissions and utilisation

The Consultant will assess and document current and anticipated levels of landfill gas emanating from the existing landfill site and investigate measures to be taken to control (through flaring or any type of capture) or utilise (for energy production) these emissions. The Consultant will in particular assess and make recommendations about the technical and economic feasibility of a further landfill gas recovery project in the existing landfill, in addition to the Landfill Gas project under implementation by GAM. The consultant should also evaluate the possibility of capturing and utilising gas from any treatment technologies proposed and the expected volumes and use. The Consultant will assess the climate change mitigation impact (i.e. greenhouse gas (“GHG”) emission reduction) of all control measures by calculating and documenting the expected GHG reduction volume against the baseline emissions.

3.1.9. Estimation on GHG emissions reductions

The Consultant will, inter alia,

calculate amount of GHG reduction from the proposed energy recovery from the waste project, including potential CO2 reductions on a year by year basis;

model the improvement of energy production efficiency from the replacement of existing energy generation by new more efficient technology (i.e. energy recovery from waste), along with an increased shift to a scenario of using such technology. Estimate the total annual GHG emission reductions achievable through the proposed technology and related policies and processes in time series by 2028, compared to the business-as-usual case.

3.1.10.Green Electricity Tariff Setting

The Consultant will, inter alia,

Examine the existing legislation on tariff setting for waste-to-energy projects. Calculate the appropriate green electricity tariff for the facilities (under financial

assumptions to be agreed with EBRD). Detail steps to be undertaken by the City to get the required green tariff approved.

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3.1.11. Recycling

On the basis of the waste composition and on potential users of separated materials, the Consultant will:

Provide an inventory of the potential recyclable waste streams (paper/glass/plastic/metals/organic fraction).

Assess indicatively the potential users of those materials taking into account the distance, the quantity available and the market value.

Prepare an indicative cost/benefit analysis related to the implementation of two potential models of waste recycling, based on separate collection and treatment of unsorted municipal solid waste.

In particular, also based on the experience in other countries, the Consultant will assess the scope for commercial utilisation of waste:

That is unavailable in the local market (e.g. cullet for local glass industry). Tyres recycling which could be used as fuel input in industry. For the production of RDF as a feedstock for the cement industry. For the production of compost. As a feedstock of pre-treated waste in dedicated waste-to-energy plants.

The Consultant will review alternative collection systems including:

Door-to-door collection. Recycling stations (e.g. shared collection points). A combination of the two options.

In this analysis the Consultant will assess capital assessment requirement for collection and treatment and profitability for municipalities (e.g. special trucks/dedicated bins/sorting facilities).

3.1.14 Recovery ready (landfill only)

The Consultant will undertake a short analysis to assess if the essential requirements of a recovery ready landfill (see Annex 5) are met.

3.2 Project proposal

Based on the findings of the baseline study, the Consultant will develop a project proposal. It is expected that the following tasks will be completed:

3.2.1. Implementation plan

The Consultant should prepare detailed investments on the basis of waste measurement and characterisation and recommendation of the most cost-effective waste management technologies.

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The selection of all Project components shall be clearly explained and justified within the context of the outlined strategic requirements for waste processing and the budget proposed. The Consultant shall also develop a staging/phasing approach to deal with the issue of possible further budget constraints due to decreased affordability. Project components shall be shown to be part of least cost solutions (in terms of capital as well as operation and maintenance costs) in conjunction with an acceptable technical standard (in terms of quality and reliability).

For each of the sub-components selected, reasonable estimates of quantities and costs based on applicable previous bidding experience in the country shall be prepared. Potential cost savings upon implementation of the Project shall be identified and estimated. An operational costs review shall be prepared and costs specified as either fixed or variable for each sub-component.

It is important that due care is shown in preparation of these cost estimates. Taxes, duties, technical and financial contingencies are to be considered and specified. Financial contingencies are to be calculated based on an investment schedule translating the Project implementation timing (see below under financial analysis section) into investment figures during the loan maturity period.

The Consultant should estimate the initial CAPEX along with providing detailed operating costs and capital maintenance of the facilities for the whole Project period. On the basis of its cost model the Consultant shall develop and outline the tariff structure(s) which would better fit into the frame of the project investment. Foreign currency and debt service components shall be specifically identified in the proposed tariff structure.

Different potential investment strategies or options shall be broadly outlined (and tentative cost estimates prepared), including at least: (i) a minimum cost facilities strategy; and (ii) outline of strategic development plans including improvement, rehabilitation and expansion over the next 20-25 years.

The Consultant will highlight available options on the basis of both financial and technical criteria, including environmental and social issues and indicate the preferred one which could be further developed into the priority investment programme (“PIP”). For the PIP, the Consultant shall summarise in appropriate maps the location, capacity, and staging of major infrastructure components and to explain and justify the proposed course of action.

Particular attention shall be given to:

Existing facilities and studies and projects already prepared. Examining alternative solutions. Least cost staging/phasing of system expansions. Maintenance and operation implications.

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3.2.2. Assessment of the appropriateness of the proposed technologies

The Consultant will assess the appropriateness of the proposed technologies in the WtE RFP. This should include, but not be limited to, brief analysis of (a) up to date experience with these technologies in similar countries of operation and emerging markets more generally, (b) cost effectiveness of these technologies in the proposed context, particularly given the size and density of the served population, the type waste generated locally (c) technical capability of local experts to oversee project implementation and maintain the facilities post-completion, (d) availability and cost of repair and maintenance contractors if required, (e) the potential environmental and social impacts, risks and benefits associated with each technology, and (f) other urgent investment needs in the waste sector in the region and their cost efficiency relative to the proposed measures.

The Consultant is expected to screen out technologies that do not meet GAM objectives for the projects in terms of affordability and maximum value from the project. A qualitative comparison with alternative options for the project should be considered (such as landfilling). The Consultant is expected to screen out technologies that are not feasible and focus only in those options that have potential under the current circumstances of Amman WtE RFP Project options.

The Consultant should also take into consider the potential categorisation of the WtE options in terms of the EBRD’s Environmental and Social Policy (ESP 2014), either A or B, and the implications thereof (see Section 3.5).

3.2.3. Waste collection

The Consultant will review the waste collection arrangements in the City and make recommendations for new waste collection points, or the remediation of existing ones, and associated capital costs of construction of these points, and costs of waste collection containers, as appropriate.

Additionally, the Consultant will develop a routing assessment to optimise collection and transport of solid waste.

3.2.4. Collection trucks

The Consultant will:

Provide information on the number of waste collection trucks required, the expected life of these trucks and vehicle specifications.

Review investment cost estimates. Review annual operational cost estimates. Calculate the appropriate fee for the collection service (under the financial assumptions to

be agreed with the EBRD).

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3.2.5. Waste management option and disposal site location

The Consultant will carry out a detailed analysis to select the best waste management option and disposal site location.

A. The Consultant will verify the selection of landfilling as one of the components of the WtE solid waste management project for Amman, alongside the WtE technologies. Regarding landfilling, the consultant will make recommendations regarding further detailed site investigations. The Consultant will also select the disposal site location with the following information:

The most optimal location from an environmental/technical and social point of view. Technical design acceptable and appropriate from a technical/environmental point of

view. Design capacity and options for construction on existing landfills/dumpsites. Technical options for the production of biogas from the waste (with and without source

separation). Permitting procedures which have been/need to be carried out including details of any

environmental studies and public participation activities. Which permissions have been received for the proposed site/design (include copies of

permits and translations to English). Which permissions or activities (according to national, regional and local regulations) are

still required before the landfill can be upgraded, new sanitary landfill segments can be built and start operating.

Investment cost estimates. This will include a cost estimated of the detailed design. The Consultant will take into consideration the regulatory framework for preparing the detailed design and the formal procedure for the detailed design approval; and annual operational cost estimates.

Possibilities and systems for handling and storage of different categories of hazardous wastes at the existing/new site.

The Consultant will first assess the possibility of upgrading the existing engineered landfill. If it cannot be verified, the Consultant will identify the most optimal location for the new landfill site. A comparison analysis will be carried out and justification for the chosen site will be presented.

Following this the Consultant will prepare a site plan and 3 typical cross sections.

B. EquipmentThe Consultant will present the list and specifications of the technical equipment and mobile equipment.

C. CostsAs agreed with the Bank, the Consultant will estimate either: (1) the volume of waste to be removed and the associated costs of such a removal; or (2) costs for the construction of the landfill/another waste management option and for the equipment.

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D. StandardsThe Consultant will address a list of the international standards applicable to solid waste management, including EU framework legislation on waste, EU waste management policies and hierarchy, EU directives on landfills, and legislation on waste management operations and specific waste streams such as IPPC BAT/BREF.

To ensure the highest possible environmental standards and that the Project is bankable from a technical point of view, the new sanitary landfill shall comply with relevant EU standards.

3.2.6. Transfer stations (if required)

For any proposed transfer stations, the Consultant will assess the following:

Describe the permitting procedure which has been carried out (or is needed) including details of any studies and public participation activities;

Which permissions have been received for the proposed site/design? Which permissions or activities (according to national, regional and local regulations) are

still required before the facility can be constructed and can start operation? Review investment cost estimate. Review annual operational cost estimate. Calculate the appropriate tipping fee for the facility (under financial assumptions to be

agreed with the EBRD).

A. DesignThe Consultant will select the sites for the implementation of the transfer stations in the City. Graphical documents (maps, drawings) of these sites will be collected. The transfer stations will be either newly built or fitted out in existing premises. The Consultant will provide a general design of the transfer stations.

B. EquipmentThe Consultant will prepare the list and the specifications of the technical equipment and mobile equipment.

The transportation of the waste between the transfer stations and the landfill will be done with specialized trucks. The Consultant will calculate the necessary parking garage and repair and maintenance facilities needed for the proposed trucks and establish the type, quantity and specifications of these trucks.

C. CostsThe Consultant will make an estimation of costs for the construction of the transfer stations and for the equipment.

This assumes that the information stated above will be provided by the City. However, whenever the information requested is not available the Consultant will make very best effort, outside of the prescribed sources, to obtain the information required. Where no information is

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available the Consultant will make an assumption based on past experience and the information that is available.

3.2.7. Transfer Trucks (if required)

The Consultant will provide a basic specification for the transfer trucks based on supplier information as well as the number of trucks required and their expected life-time. The Consultant will also review investment and annual operational cost estimates.

The information obtained will be used in the calculation of the appropriate fee for the waste transfer service (under financial assumptions to be agreed with the EBRD).

3.2.8. Biogas Production, Landfill Gas Recovery, Organic Content Management Approach and Utilisation

The Consultant will undertake a high-level economic and technical feasibility study of a landfill gas recovery system on the new site including options for the use of the landfill gas (gas, heat and electricity). The Consultant will also undertake an analysis of potential biogas utilisation of appropriate technologies shortlisted for the WtE Project.

To the extent possible, the Consultant will complete Annex 1 of the ToR and assess the potential GHG emission reduction potential and impact on climate change mitigation. The Consultant will use the UK Waste & Resources Assessment Tool for the Environment (WRATE) or similar approach to calculate carbon emissions associated with landfill. However, no allowance has been made for drafting a Project Idea Note (PIN).

3.2.9. Waste processing and treatment facilities

For the WtE RFP Project options, the Consultant will assess the following:

Is the location acceptable from an environmental/technical and social point of view? Describe the permitting procedure which has to be carried out (or is needed) including

details of any studies and public participation activities; Which permissions have been received for the proposed site/design? Which permissions or activities (according to national, regional and local regulations) are

still required before the facility can be constructed and can start operation? Develop an investment cost estimate. Prepare annual operational cost estimate. Calculate the appropriate tipping fee for the facility (under financial assumptions to be

agreed with the EBRD).

A. DesignThe Consultant will select the sites for the implementation of the treatment plants in the City, in addition to any existing sites already pre-selected for these future facilities. Graphical documents (maps, drawings) of these sites will be collected. The Consultant will provide a general design of the selected preferred waste processing plant.

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B. EquipmentThe Consultant will prepare the list and the specifications of the technical equipment and mobile equipment.

The transportation of the waste between the processing plant and the landfill will be done with specialized trucks. The Consultant will calculate the necessary parking garage and repair and maintenance facilities needed for the proposed trucks and establish the type, quantity and specifications of these trucks.

C. CostsThe Consultant will make an estimation of costs for the construction of the processing/treatment plants and for the equipment.

3.2.10.Financial Analysis of the City

The purpose of this task is to assess the current financial capacities of the City to fully support operations and financing of the Project. This analysis should notably include:

Assessment of the financial viability of the City via analysis of its (approved) annual budget for the period of 2011-2014 and plan for 2015;

Analysis and assessment of the debt profile of the City for the period of 2011-2014 and plan for 2015.

Affordability of the WtE RFP. Capacity of the City to pay for the WtE RFP Project options. This should meet the requirement under the PPP Law.

3.2.11.Financial model and economic analysis for the Project

The Consultant will prepare a financial and economic model (using Microsoft Excel) that will be in line with the Project Proposal (see Sec. 3.2), covering a period of 25 years. The Consultant shall, taking into account the EBRD’s environmental, technical and procurement policies and procedures, identify those investments that best fit within the scope of the Project and within the estimated project budget. The Consultant shall prepare a report with justified recommendations for consideration by the Bank.

The financial and economic model will be prepared in nominal JOD and USD, considering the impact of macro-economic scenarios provided by EBRD, together with a financial summary, and including key ratios, translated into the currency of the financing to be provided. The Consultant is requested to prepare the model in line with the Bank’s financial modelling standards (see Annex 2).

The Consultant will have to carry out the following specific tasks:

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Set out the financial and economic rationales and justifications for the proposed Project components and long term investment plan.

Recommend the most economic financial structure for the Project, considering the technical and contractual structure proposed.

Study and confirm the financial and economic viability of new and innovative technology, specifically in economic savings, to be achieved in the Project.

Calculate and discuss sensitivity to changes in key income and expenditure variables, including fx and interest rates, and assess the risks for the Project.

Prepare a Cost Table, giving best estimates of the costs of project preparation including preparation of detailed design documentation, construction/implementation, works supervision costs, based on currently available information. Cost estimates should be presented separately for each segment, based on local or other relevant construction markets.

Identify potential financial incentives, rebates, and tax credits that may apply and assess their viability in close collaboration with the City.

Include sensitivities on alternative waste and green electricity tariff and sales scenarios, including value recovery, and determine an appropriate tariff adjustment policy, which will ensure the financial viability of the Project.

Assess the financial impact of the Project by comparing the incremental costs (capital and recurrent) of the Project with the incremental revenues or savings it will generate and estimating the financial internal rate of return (“IRR”) and the economic rate of return on the investment (“EIRR”).

Calculate all the financial ratios required to assess the financial feasibility of the Project from the City’s point of view and in line with the expected loan.

3.3 Project implementation plan

The Consultant shall prepare a Project implementation plan for the WtE RFP options, which will cover all aspects of project implementation, and include, inter alia:

In close cooperation with the local authorities and other relevant stakeholders, the Consultant will select the sites for the Project. The graphical documents (maps, drawings) of these sites will be collected.

Project programme - a detailed Project programme (using appropriate presentation format: e.g. linked activity programmes, etc.) for completion of the whole Project - showing all activities and key events for design, approvals, construction, commissioning, completion, etc.

Project budget - a detailed cost budget for the whole Project. This should be based on existing proposals of cost estimates.

Procurement – the Project procurement plan. The plan shall be organised so as to minimise the number of contracts. The Consultant to consider the possibility of a turnkey contract for the facilities.

Project risk matrix - a risk matrix outlining the key challenges and risks associated with the Project and the measures proposed to deal with them.

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Financial and operational improvement plan – a proposal on how to address the key financial and operational areas in which the Citycould consolidate or strengthen its performance and its underlying creditworthiness.

Review the needs in the City and draw up a detailed investment programme, including but not limited to the collection vehicles, the closure of the existing landfills or dumpsites, the building of the new sanitary landfill, cost of the transfer stations (if applicable).

On the basis of waste characterisation recommend the most cost effective technology for solid waste treatment plant.

3.4 Environmental and Social Assessment

Prior to undertaking the Environmental and Social Assessment, the Consultant is required to screen the Project proposal against the EBRD’s Environmental and Social3 Policy (“ESP”) (2014)4 and associated Performance Requirements (“PRs”) to determine the project category (A or B). New landfills are typically categorised as A (see Appendix 2 of the ESP) while upgrades to existing landfill sites and waste management systems (including transfer stations, etc. are typically categorised as B. The Project proposal and Project category will need to be discussed and agreed with the EBRD prior to proceeding with the Environmental and Social Assessment (Section 3.5.4) and Environmental and Social Audit (3.5.5)- see reference to Inception Report.

The scope of work described below is applicable to a typical brownfield category B project. Should the Project proposal involve any Category A components the Terms of Reference (ToR) for the E&S Assessment will be revised by the EBRD to include an Environmental and Social Impact Assessment (ESIA) in line with the ESP. The revised ToR will be agreed with the Consultant together with the necessary cost implications.

For feasibility study costing purposes the Consultant should consider the following tasks:

3.4.1. Applicable requirements for the E&S Assessment

The E&S Assessment is to be carried out in accordance with:

Applicable local, national and regional requirements, including those related with environmental and social impact assessments / EIAs and associated public disclosure and consultation requirements;

The EBRD’s ESP (2014) (and the incorporated Performance Requirements (PRs)), and relevant European Union (EU) requirements (including, but not limited to, the EU EIA Directive (as amended), EU Waste Directive, EU Landfill Directive, etc.); and,

Relevant international conventions and protocols relating to environmental and social issues, as transposed into national legislation.

3 The ESP (2014) defines social as “those issues which pertain to project-affected people and their communities and workers and related to socioeconomic status, vulnerability, gender identity, human rights, sexual orientation, cultural heritage, labour and working conditions, health and safety and participation in decision making”.4 Available at http://www.ebrd.com/downloads/research/policies/esp-final.pdf

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3.4.2. Objectives of the E&S Assessment

The objective of the E&S Assessment is to identify and assess the potentially significant existing and future adverse environmental and social impacts associated with GAM’s current operations and the proposed Project, assess compliance with applicable laws and the EBRD ESP and PRs, determine the measures needed to prevent or minimise and mitigate the adverse impacts, and identify potential environmental and social opportunities, including those that would improve the environmental and social sustainability of the Project and/or the associated current operations.

The assessment process will be commensurate with, and proportional to, the potential impacts and issues of the Project and GAM’s existing operations. The assessment will cover, in an integrated way, all relevant direct and indirect environmental and social impacts and issues of GAM’s operations, the Project and the relevant stages of the project cycle (e.g. pre-construction, construction, operation, and decommissioning or closure and reinstatement).

The Environmental and Social Assessment (as defined in Section 3.5.4) will also determine whether further studies are required, focusing on specific risks and impacts, such as climate change, human rights and / or gender.

The Environmental and Social Audit (as defined in Section 3.5.5) is required to GAM’s current operations in terms of compliance with national legislation, national or local permitting requirements, the relevant provisions of the EBRD Environmental and Social Policy and Performance Requirements (2014) and pertinent EU environmental standards. Further, the audit must review possible historical environmental and social issues, such as potential contamination of soil and/or groundwater or land acquisition disputes.

Specifically, the Consultant will:

Identify existing and Project-related environmental and social impacts and risks; Describe and characterise a relevant environmental and social baseline commensurate

with the risks posed by the current site operations and the Project; Assess potential gender aspects and priorities among nearby communities to understand

women’s and men’s concerns (e.g., determine women’s current activity schedules/ waste management practices, attitudes towards public health and community cleanliness, etc.). Carry out E&S Assessment and Audit and develop a draft E&S Assessment report in accordance with the Bank’s requirements as defined in the ESP, including a Compliance Summary table with the Bank’s PRs;

Prepare a draft Stakeholder Engagement Plan (SEP), draft Environmental and Social Action Plan (ESAP) and draft Non-Technical Summary (NTS);

Identify if any additional studies will be required to cover relevant aspects in greater detail (eg. biodiversity, resettlement, retrenchment, etc.). (Any such work will be commissioned under separate Terms of Reference); and,

Assess the current and future traffic and road safety risks to workers and affected communities, with consideration to increase in truck movements, potential routes and general road traffic safety management.

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Finalise all documentation further to the EBRD, other lenders’ (if involved) and GAM’s comments.

This Terms of Reference for the E&S Assessment refer to various E&S guidance documents (e.g. E&S Guidance 1). These are available as a separate package of E&S guidance documents.

3.4.3. Review of Available Data and Site Visit

The Consultant will review the studies and baseline data available from GAM as descried in Section 2 as well as other available environmental and social documentation including ESIAs.

Data and documentation should be presented in English. This list is not exhaustive and the Consultant must be prepared to review, and also request, further documentation that does not appear above.

Following the review of available data, the Consultant will visit the site, to obtain any supplemental information needed to complete the E&S Assessment (Section 3.5.4) and carry out the on-site activities necessary to fulfil the E&S Audit (Section 3.5. reporting requirements. This sub-task may take place in parallel to Tasks 1 and 2.

The data review process will include a simple media search to determine whether any relevant issues regarding the Project or GAM have been reported through the media and to determine the importance of these through additional verification during the due diligence work. If no relevant issues are identified through this process the Consultant will include a statement to this effect in its report.

Following completion of the data review and site visit the Consultant will deliver a summary of key findings.

3.4.4. Environmental and Social Assessment

Please note that that the environmental and social assessment should be commensurate with the Project and its associated risks and impacts. It should be a high level assessment focusing on key risks and impacts. A comprehensive Environmental and Social Impact Assessment of the Project is not required. Where available the E&S assessment should refer to (and review) the local EIA done for the Project.

Project Description & Identification of Relevant Associated Activities & OperationsThe Consultant will prepare a description of the Project including details of any alternatives5 considered for the project and information on neighbouring operations and activities. In accordance with EBRD PR1, paragraph 9, the Consultant will identify:

5 Project alternatives to include: Zero (“no project”) alternative, siting and routing alternatives, infrastructure and traffic connection alternatives, design alternatives

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Any potentially significant environmental and social issues or risks associated with relevant other activities or facilities, which are not part of the Project but which may be directly or indirectly influenced by the Project, exist solely because of the Project or could present a risk to the Project;

Cumulative impacts of the Project in combination with impacts from other relevant past, present and reasonably foreseeable developments;

Unplanned but predictable activities enabled by the Project that may occur later or at a different location; and,

Environmental and social risks associated with the primary supply chains central to the Project’s core operational functions.

Analysis of Legal RequirementsThe Consultant will identify applicable local, regional and national environmental and social laws and regulatory requirements of the jurisdictions in which the Project operates, including those laws implementing host country obligations under international law. The Consultant will analyse local/national assessment and permitting requirements and the EBRD environmental and social requirements and compare them within a gap analysis in tabular format.

As required, the Consultant will identify any issues that require legal interpretations for the Bank to raise with its legal advisors. The Consultant is not required to provide legal opinions.

The Consultant will identify, review and take into consideration any relevant strategic level assessment documentation. Baseline ConditionsThe E&S Assessment will include a review of the aspects of the physical, biological and socio-economic environment likely to be affected by the proposed Project. The Study shall also identify respective needs and concerns of different disadvantaged groups and/or those with less voice, such as women, to be addressed in the design, implementation, and monitoring and evaluation of the project (e.g., Include analysis of participation of women in waste management, income generating activities and decision making). Indicative guidance on the contents of the overall assessment is provided in E&S Guidance 1 of the E&S guidance pack.

The baseline assessment will include consideration of the inter-relationship between the relevant factors, as well as the exposure, vulnerability and resilience of these factors to natural and manmade disaster risks.

Project AssessmentIn accordance with the Bank’s ESP (2014), the Consultant will analyse the potential environmental and social impacts and risks of the Project, as well as opportunities that the Project may provide, including infrastructure development (e.g. water, wastewater, a heat and electricity distribution networks, transportation access) and other associated facilities, for which the EBRD financing is being sought. Include description of women’s and men’s economic activities and health status tied to buying and selling household garbage, re-using and recycling waste materials, collecting and disposing of human and solid wastes in a safe manner, and keeping the streets clean, etc.

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The E&S Assessment will include a review of the likely effects of the proposed Project on the physical, biological and socio-economic environment to provide an identification and characterisation of potential E&S impacts, including beneficial (as well as adverse) impacts.

This review will be structured to include all relevant stages of the Project’s life, e.g. construction, operation and maintenance, closure and decommissioning, and residual E&S impacts. The level of analysis and reporting will be commensurate with the risk magnitude of the identified issues. Indicative guidance on the contents of the overall assessment is provided in E&S Guidance 1 of the E&S guidance pack. Note, if the assessment determines that there are potential risks associated with waste pickers, resettlement, impacts on livelihoods and expropriation, the Consultant will need to discuss and agree with the EBRD on the specific requirements to address these risks including the potential need for a Resettlement Action Plan or Livelihood Restoration Plan.

As part of the Project Assessment, the Consultant will also carry out a GHG assessment of the project, including the pre-investment GHG emissions in CO2e and post-investment increase or decrease in emissions. EBRD’s GHG Assessment Methodology can be found at:

http://www.ebrd.com/downloads/about/sustainability/ghgguide.pdf

A GHG Assessment of the project will be conducted in line with the EBRD’s GHG Assessment Methodology or similar.

Management of Impacts and IssuesFor each identified adverse future impact, issue and/or risk, the Consultant will propose measures to avoid, minimise, mitigate or compensate for them.

EBRD PR Compliance AssessmentBased on the results of the E&S Assessment, the Consultant shall evaluate the compliance status of the Project with the EBRD PRs using the format provided in E&S Guidance 2 of the E&S guidance pack. Note that the compliance assessment should also take into consideration the findings of the E&S Audit (Section 3.5.5).

3.4.5. Environmental and Social Audit

The E&S Audit is required to review the current and, to a limited extent, past operational performance of GAM’s existing operations. Key issues to be covered under the E&S Audit may include, but not be limited to:

A review of GAM’s existing environmental and social management systems, policies and practices;

Organisational capacity and resources, including description of the number of personnel; number and percentage of women and men in total staff count as well as across all levels/categories

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Human Resources and employment (e.g. child labour, forced labour, and non-discrimination, workers’ organisations, contractor management, retrenchment and employment) policies;

A review of equal opportunities policies and practices in GAM; assessment of potential employment opportunities for under-represented groups in the workplace (i.e. women or men, people with the disabilities, different age groups, ethnic groups, etc.) and recommendations on what measures need to be made or what policies need to be revised to ensure equality of opportunity in GAM;

Occupational health and safety (local and national requirements, applicable EU/ international requirement and standards, key health and safety issues, control and major accident hazards, current health and safety monitoring programme, summary of regulatory compliance status, use of PPE and safety equipment, summary of health and safety expenditures, emergency response etc.);

Pollution prevention measures available at the facilities (e.g. adequacy and effectiveness of landfill linings, waste covering and compacting, leachate collection and treatment system and gas extraction systems, etc.) and overall regulatory compliance with national requirements and pertinent EU standards (EU Waste and Landfill Directives). In addition, this assessment will need to review compliance with best international practice as a benchmark against current operations and planned upgrades;

Waste recovery and recycling (e.g. composting); Industrial hygiene (including worker exposure, and rates of industrial diseases) and

worker health and safety; Use and management of hazardous substances (if applicable); Community health, safety and security as it relates to GAM’s existing operations (e.g.

traffic management, odour; access to the site and other facilities, construction works, etc.);

Major hazards assessment and management; environmental management plans in the event of an incident, accident or spill;

Current policy and practice in relation to avoidance of third party intrusion into potentially hazardous areas (fences, security, personnel, others);

Management of potentially hazardous works; Noise and vibrations both during construction and operation of GAM’s facilities; Presence of waste pickers and livelihood impacts; Overview of current GAM’s policy and procedures regarding land acquisition

(compensation policy, consultation activities related to land acquisition including grievance management, if applicable);

Identification of potential past environmental liabilities which may affect the Bank (e.g. soil and ground water contamination as a consequence of past and present operations);

Overview of the GAM’s supply chain (e.g. suppliers of main materials and resources including energy; presence of women-owned businesses) and identification of relevant environmental, social, labour and/or reputation issues; and

Public interaction, including historical responsiveness to public comments, complaints and questions. The audit should also identify the GAM’s main stakeholder groups and current stakeholder engagement activities in line with PR10.

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The Consultant will be guided by the relevant requirements of the Bank’s E&S Performance Requirements. The findings of the E&S Audit should also be considered in the completion of the PR compliance assessment.

3.4.6. Reporting

The Consultant shall prepare the following reports of the assessment findings.

Inception Report (Summary of Key Findings ) On completion of the data review and site visit, and following the identification of the Project proposal, the Consultant will deliver an inception report. This report will include a summary of key environmental and social findings, a description of the Project proposal, an indication of the project categorisation and will highlight the need for any additional studies, e.g. in relation to resettlement, livelihood, retrenchment, biodiversity, etc.

E&S Audit and Assessment ReportThe Consultant will provide a concise but comprehensive report of the overall E&S Audit and Assessment. The guidance for the report content provided in E&S Guidance 1 of the E&S guidance pack may be used to structure the report but the Consultant is expected to use their professional experience to determine the final contents. The report must contain a properly and fully completed PR Compliance Assessment table as per E&S Guidance 2 of the E&S guidance pack.

Additionally, as part of this task, the Consultant will provide the following representations to the Bank regarding Policy and PR compliance issues:

Confirm whether this Project, including existing and future components, will be able to meet the relevant EU standards on waste management and landfill design, and whether a derogation from the EBRD’s ESP will be required;

If the derogation would be required, then:o confirm to what extent waste management will be improved/reached, and provide

a quantitative risk-based assessment of associated health and environmental impacts;

o confirm how much further investment is needed to bring GAM operations into full compliance with EBRD PRs.

Environmental and Social Action Plan (ESAP)The Consultant shall develop a comprehensive ESAP to address issues identified during the E&S Appraisal and the E&S Audit. The ESAP will focus on those issues that are required to bring the operations into compliance with the EBRD’s requirements and will be presented and sequenced by PRs. Actions identified must be numbered, clearly defined, indicate a time frame for completion (with specific reference to those actions that must be completed before financial close if appropriate) and a responsible party specified. Further, each item must contain a description of the factors that will be used to determine when the identified action is closed/completed. The Consultant will also inform GAM about any material budget implications of ESAP items (although this information may not be required in the public domain).

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The ESAP will be compact and, if needed, details will be included in sub-plans referenced in the main ESAP. The required format the ESAP is given in E&S Guidance 3 of the E&S guidance pack.

Stakeholder Engagement Plan (SEP)The Consultant shall prepare a draft SEP in compliance with the PR10. The scope and level of detail of the SEP will be scaled to fit the needs of the Project and the objectives of EBRD PR10. Following review of the Project operations, the Consultant will propose a format best suited for the specific Project needs. Guidance for the contents of an SEP is provided in E&S Guidance 4 of the E&S guidance pack.

The Consultant will prepare the SEP in English and once approved by the EBRD, translate the SEP into Arabic.

Non-Technical Summary (NTS)The Consultant will prepare, in consultation with GAM, a concise, over-arching, standalone NTS. The NTS will be written in non-technical language and the Consultant will ensure that the NTS can be used to demonstrate compliance with the EBRD requirements, and provide confirmation that the documents are ready for public disclosure.

An indicative list of issues for the NTS is given in E&S Guidance 5 of the E&S guidance pack.

The Consultant will prepare the NTS in English and once approved by the EBRD, translate the NTS into Arabic.

3.5 VfM Analysis

The Consultant is tasked with calculating the VfM of the DBOT model by calculating the lower risk-adjusted cost of the WtE RFP Project and the traditional procurement (overall the assessment for the GAM solid waste management case).

The Consultant shall:

Define inputs categories in VfM analysis of the GAM project This should include at a minimum: capex, opex, finance, technology costs, and

management options expressed in monetary terms The Consultant should identify what are the main risks that need to be quantified during

the VfM assessment Assess Solid Waste PPPs within the context of overall Central Government and

Municipal priorities and funding commitments

Other factors that should be considered within the VfM methodology include whether to what degree the Project provides for the following. Only a qualitative assessment of this requirements is needed:

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o The optimum allocation of risks between the various parties –requires that risks are allocated to the party, or parties, which are best placed to manage and minimise these risks over the relevant period;

o A focus on the whole life costs of the asset rather than only the upfront costs involved;

o Integrated planning and design of the facilities-related services through an early assessment of whether the possible integration of asset and non-asset services (e.g. soft services) should deliver VfM benefits;

o The use of an outputs specification approach to describe the Authority’s requirements which, amongst other things, allows potential bidders to develop innovative approaches to satisfying the service needs of the procuring authorities;

o A rigorously executed transfer of risks to the parties which are responsible for them, ensuring that the allocation of risks can be enforced and that the costs associated with these risk are actually borne by the parties in the manner originally allocated and agreed;

o Sufficient flexibility to ensure that any changes to the original specification or requirements of the procuring authority and the effects of changing technology or delivery methods can be accommodated during the life of the project at reasonable cost to ensure overall VfM;

o Sufficient incentives within the procurement structure and the project contracts to ensure that assets and services are developed and delivered in a timely, efficient and effective manner, including both rewards and deductions as may be appropriate;

o The term of the contract to be determined with reference to the period over which the procuring authority can reasonably predict the requirement of the services being procured. This will require careful considerations of factors including: potential changes in end-use requirements; policy changes; design life of the asset; the number of major asset upgrades or refurbishments during the period of the contract; potential changes in the way services could be delivered (e.g. technical advancements); and the arrangements for the asset at expiry of the contract;

o Sufficient skills and expertise in both the public and private sectors to be determined and secured, and these are utilised effectively during the procurement process and subsequent delivery of the project; and

o Managing the scale and complexity of the procurement to ensure that procurement costs are not disproportionate to the underlying project(s).

The above considerations, among others provided by the Consultant, should be included in qualitative and quantitative (if possible) levels. The quantitative analysis should be developed using an Excel-based model, with a ‘dashboard’ so that GAM, its counterparts and any relevant stakeholders can readily use and apply it.

The Consultant shall:

Undertake the assessment of those criteria for all delivery models; and

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Make a recommendation of delivery models that best suit the objectives of the project and the screening criteria.

A first assessment on the quatification of risk tranferred for the diferent delivery models available should be presented for GAM to comment.

The Consultant should incorporate all comments to the extent possible, keeping with common practice for VfM analysis.

Upon successful refinement, the Consultant will complete the VfM calculation and prepare a final VfM assessment.

In this task the Consultant will calculate risk-adjusted cost of DBOT and the traditional publicly funded and operated delivery model. The consultant should also consider the level of affordability by users and GAM, together with potential incentives given by them.

These calculations of VfM should be discussed and presented individually to the relevant project teams within Government and GAM as a means of verifying the sets of inputs and assumptions made for the project. These VfM assessments for the projects being actively prepared with possible EBRD financing shall be shared also with EBRD.

The VfM assessment will also include an estimation of the budget requirements for the Project under the delivery model that results in best Value for Money.

4. IMPLEMENTATION ARRANGEMENTS AND DELIVERABLES

The duration of the assignment will be 14 weeks. The Consultant shall report to the EBRD whilst liaising with representatives of the City. The Consultant shall continuously report to Nodira Mansurova in Banking. For E&S Assessment (ESDD) part of the work the Consultant should be in contact with James Lea-Cox, the EBRD’s lead environmental specialist for the Project.

GAM will provide the Consultant with working space, necessary furniture and telephone connections.

GAM will designate senior officials to be the primary contact persons with specific responsibility for assisting the Consultant and co-ordinating activities.

GAM will make available all of their records, plans, reports, designs and other documents as appropriate, but it will be the responsibility of the Consultant to translate these documents, if necessary.

GAM will provide access to all of their facilities and employees for questioning or assistance relative to an understanding of the functioning of system facilities.

The Consultant shall be responsible for paying for all international telephone connections, office supplies, external printing. The Consultant shall pay for all local transportation required by the Consultant’s staff throughout the duration of the assignment.

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The Consultant shall be responsible for providing suitably qualified interpreters/translators to work with their staff.

The Consultant shall produce in the course of the assignment the following reports:

Inception Report: Within 2 weeks of the assignment commencement, and following the site visit, initial data review and initial opinion as to a project proposal, the Consultant shall present to the Bank an Inception Report presenting the initial findings, with an emphasis on findings having an impact on the time schedule and factors affecting these Terms of Reference. The Bank will provide comments on the inception report to the Consultant.

Draft Financial Analysis Report and draft Financial Model: Within 12 weeks of the assignment commencement, the Consultant shall submit to the Bank a draft financial analysis report and draft financial model, which shall generate preliminary financial projections for the Company operations.

Draft E&S Assessment report: The Consultant shall submit to the Banko Draft Environmental and Social Audit and Assessment Report, which includes a

PR compliance table (see E&S Guidance 1 & 2 of the E&S guidance pack) – within 12 weeks of the Assignment Start Date

o Draft Environmental and Social Action Plan (ESAP) (see E&S Guidance 3 of the E&S guidance pack) - within 12 weeks of the Assignment Start Date

o Draft Stakeholder Engagement Plan (SEP) (see E&S Guidance 4 of the E&S guidance pack) – within 12 weeks of the Assignment Start Date

o Draft Non-Technical Summary (NTS) for disclosure to the public (see E&S Guidance 5 of the E&S guidance pack) – within 12 weeks of the Assignment Start Date

o Final documentation - within 2 weeks of receiving the Bank’s comments on the draft versions. The final versions of the ESAP, SEP and NTS will be translated into the local language(s).

Draft Final Report: Within 13 weeks of the assignment commencement, the Consultant will submit a draft Final Report. This shall include: (i) an assessment of the existing situation and facilities; (ii) an outline of a long term investment strategy; (iii) proposals for components to be included in the PIP with cost estimates; (iv) an overview of cost savings to be achieved after implementation of the Project, by component; (v) financial model of the Company; (vi) a procurement strategy and procurement plan; (vii) the scope of work for the project implementation team; (viii) the VfM analysis. The Consultant shall distribute the draft Final Report in Arabic and English to the Bank and GAM for comments and shall organise a joint meeting to present the Final Report (“Presentation”) with all parties in the city of <City> within two weeks after distribution of the Report.

Final Report: To be submitted within two weeks after the Presentation date by the Consultant, elaborating and reflecting all comments addressed during the Presentation, and including summary information on the Project.

Six copies of all reports in Arabic and English are required; both versions shall also be provided in electronic-readable format, in both Word and PDF. Supporting data in the Arabic language in the appendices need not be translated for English versions of the documents.

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4.1. Donor visibility

Given the assignment is funded through the EBRD’s donor funded technical cooperation programme, the Consultant will be required to support the Client to ensure visibility of these resources. Support on these visibility aspects can be obtained from the Bank’s Communications Department. Measures could include but not be limited to:

All documents produced by the Consultant should mention donor support and bear the logo of the donor, when appropriate.

Donor support to the project should be acknowledged in any public communication (press releases, launch of facilities).

Local representatives of donors should be invited to any public event organised to promote the project (press conferences, inaugurations, possibly stakeholder participation programmes).

Please contact Lucia Sconosciuto (email: SconoscL@ebrd.com; tel: +44 20 7338 8155) for further information.  Some donor visibility guidelines can also be provided by the Bank to Consultants at the start of an assignment.

5. CONSULTANT’S PROFILE

The Consultant should ensure that the appropriately qualified experts are available, as required, for each of the different tasks outlined above. It is expected that the assignment will be led by an appropriately qualified team leader/solid waste engineer, accompanied by both key and supporting experts. Based on the fields of expertise and the tasks mentioned above, it is proposed that the team of the Consultant should consist at least of the following expatriate and local experts:

Project Manager/Team Leader with a university degree or equivalent qualification with a minimum of 15 years professional experience in the field of solid waste management, with comprehensive experience of similar assignments in the region, as well as in institutional and commercial management of solid waste companies. He/she should demonstrate management and administration experience, including experience with procedures of international financing agencies (preferably EBRD procedures). The large number of different tasks and the complexity of administrational procedures require a permanent presence of the Project Manager in the country during the project period of intensive work on preparation of the FS.

Financial specialists with knowledge of the public financing and modelling. Technical specialists and solid waste engineers. Environmental and Social experts with experience in ESIAs and E&S due diligence,

health & safety, stakeholder engagement, public consultation and disclosure in the local context, gender and inclusion expertise, and/or resettlement expertise, in solid waste management sector with experience of similar assignments and with recent track record in the region.

Resource efficiency expert with experience in waste management.

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Institutional expert with experience of similar assignments. Legal expert with relevant experience in the areas of natural monopolies regulation and

knowledge of Jordan’s tariff legislation. Local experts with good communication skills and evidenced technical knowledge of

solid waste sector planning, design, implementation and operations.

The Consultant should integrate local professional skills/cooperate with local consulting companies, in order to provide national experience. The Consultant shall engage Arabic speaking staff on their team or arrange for translation/interpreting when necessary. All experts must be independent and free from conflicts of interest in the responsibilities accorded to them.

Evaluation Criteria (to be updated specific to each assignment and removed after evaluation)

Description WeightFirm demonstrates min of 10 years practical experience in developing feasibility studies for IFIs and a good knowledge of IFI procedures and rules on public procurement and disbursement policies 10.0

Firm demonstrates deep knowledge of the solid waste sector, with international experience of not less than 10 years, specifically institutional and legal framework aspects, environmental and social requirements; local financial management standards, professional standards of technical knowledge internationally as well as in the region

30.0

Qualifications and competence of the consultant's team of experts to include: Project manager, technical specialists, financial analyst, environmental and social experts, climate change expert, legal and local experts

60.0

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ANNEX 1RESOURCE UTILISATION AND GHG EMISSIONS TABLE

Parameter Comments Current Operation Estimated Performance Post-Investment

Fuel Used

Include any quality parameters available, e.g. calorific value, sulphur content, etc)

Amount Unit Amount Unit

Oil

Gas

Coal GJ / year GJ / year

Lignite

Grid Electricity

Heat Purchased

[Other]

Raw Materials and Resources Used

Total quantity of water consumed Process, cooling and sanitary water m3 / year m3 / year

Product Output

[Name] tons / year tons / year

[Name] tons / year tons / year

Solid Waste

Total solid wastes recovered/recycled tons / year tons / year

Total solid wastes for final disposal tons / year tons / year

Total hazardous wastes for final disposal tons / year tons / year

Waste Water

Total waste water generated m3 / year m3 / year

BOD Average for the year mg/l mg/l

COD Average for the year mg/l mg/l

Suspended Solids Average for the year mg/l mg/l

Phosphorous Average for the year mg/l mg/l

Nitrates Average for the year mg/l mg/l

Air Emissions

SO2 tons / year tons / year

NOX tons / year tons / year

Particulates tons / year tons / year

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CO2 tons / year tons / year

CH4 tons / year tons / year

N2O tons / year tons / year

HFCs Specify tons / year tons / year

PFCs Specify tons / year tons / year

SF6 tons / year tons / year

CO2 Allowance (EU ETS) - EU Member States Only 2007 2008 2009 2010

kt CO2

GHG Saving Opportunities

Describe any planned or identified potential opportunities

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ANNEX 2: GUIDELINES FOR FINANCIAL MODELLING ANDSUMMARY OF FINANCIAL INFORMATION

The Consultant must ensure that the financial model and analysis is accurate, structured, flexible and transparent, and in line with the specific requirements laid out in the Terms of Reference. The use of the FAST financial modelling standard (http://www.fast-standard.org) is preferred, however not obligatory.

The Consultant is expected to present a financial model for the Project that fulfils the following non-exhaustive conditions:

Accuracy

Terms The model accurately matches all financial and operational assumptions presented in the available DD information.The model accurately matches all terms proposed to date in the Term Sheet, including, but not limited to:

- Facility size, tenor, grace, interest, tranching, currency;- Financial covenants as contractually defined.

Historical The model includes the last 3 years of (audited) historical financial statements (not applicable if a green field).

Projections Projections for the running year are in accordance with latest available estimates / interim results.

Currency Summary table is in the loan currency or as agreed.Impact of forex variations over time on Financial Statements has been modelled correctly.

Balance Sheet The model Balance Sheet is balanced under any variation of inputs.

Accounting Standards

Financial Statements is modelled correctly as per IFRS (or local GAAP if agreed).

Summary Sheet The first output sheet of the model is the Summary Sheet set up in line with the below instructions.

Check sheet The model includes a separate check sheet, where all model calculation checks are summarised and presented on an aggregate basis.

Structure and Flexibility

Columns/ time ruler

All sheets maintain a consistent column structure and time ruler throughout the model.

Sheet order Sheets are arranged so that calculation order flows from left to right.

Inputs All inputs are separated in a specifically denominated sheet, with no inputs (hard coded) outside them. The input sheet links through the model, enabling a fully integrated, flexible model.The source of each particular input shall be clearly stated in a comment

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(e.g. Feasibility Study, EBRD information, etc.).

Outputs Outputs are presented in specifically denominated sheets, with no calculations in them.

Formatting Use consistent format styles to improve readability of the model.Colour coding for inputs, link imports/exports across sheets, etc. are consistently applied.

Simplicity Complex calculations are avoided by breaking them down into more basic steps.No use of excel names.

Transparency

Circularity The model does not have any circularity.

Macros The use of macros has to be kept to a minimum. Macros are short, concise and easily traceable.

External links No links to external worksheets outside the model.

Hiding The model has no hidden worksheets, rows or columns that include data, whether material or immaterial. Grouping is allowed.

Offset accounts The model does not have any unexplained "offset" account or entry to offset mismatches.

Summary Sheet:

The model includes a clear, consistent one page summary to facilitate the understanding of the financial aspects and drivers of a loan or investment as well as the degree of vulnerability to identified risks.

The Summary Sheet is to be included as the first sheet in the model in the format shown below.

The Summary Sheet shall include:

1. 3 years of historic information (none if a green field);2. At least the first five years of projected performance (or until beginning of principal

repayment, or the life of the loan if it fits on one page);3. Key assumptions / drivers;4. Related to a particular input can be precisely written; 5. Ratios (covenanted and others with standard definitions); 6. Breakeven Sensitivities (e.g. DSCR=1 or as agreed);7. Income statement;8. Balance sheet;9. Cash Flow;10. Any additional assumptions, sensitivities, and ratios if considered essential should be

included and fitted on the page.

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Summary Sheet for Municipalities:Historic Budget Historic Budget

Ratings History2012 (A)

2013 (A)

2014 (A)

2015 (F) …

2019 (F) Financial Summary (€ million)

2012 (A)

2013 (A)

2014 (A)

2015 (F) …

2019 (F)

S&P

Moodys Own Revenues

Fitch Share of State Taxes (Legally entitled to)

Other State Transfers

Historic Budget Other Revenues

Ratio Analysis2012 (A)

2013 (A)

2014 (A)

2015 (F) …

2019 (F) Current Revenues

Performance Current Non-discretionary Expenditure

Current Surplus / Current Revenues Current Discretionary Expenditure

Net Surplus(Defecit) / Total Revenues Interest Paid

Current Revenue Growth Current Surplus(Deficit)

Current Expenditure Growth

Capital Revenues

Debt Ratios Capital Expenditures

Total Debt / Current Revenues Capital Surplus(Deficit)

Total Debt / Current Surplus

Debt Service / Total Revenues Net Surplus(Deficit) before Financing

Current Surplus / Debt Service

New Borrowing

Revenue Ratios Debt Repayments

(Own Revs+Share of State Taxes) / Current Revs Net Debt Increase(Decrease)

Current Revenue / Total Revenue

Net Surplus(Deficit)

Expenditure Ratios Historic Budget

Non-discretionary Expenditure / Current Revenues Debt Stock (€ million)2012 (A)

2013 (A)

2014 (A)

2015 (F) …

2019 (F)

Current Surplus / Capital Expenditure

Capital Revenue / Capital Expenditure Short Term Local Currency

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New Debt / Capital Expenditure Short Term Foreign Currency

Total Short Term Debt

Long Term Local Currency

Debt Redemption (€ million)2012 (A)

2013 (A)

2014 (A)

2015 (F) …

2019 (F) Long Term Foreign Currency

Loans Total Long Term Debt

Bonds Total Debt

Debt Redemption

Interest Guarantees

Debt Service Payables

Guarantees Cash & Liquid Assets

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Summary Sheet for Corporates:Key Drivers / Assumptions Income Statement

(IFRS unless marked) Historic Projected Unit MM€ / IFRS Audited Historic Projected2012 (A) …

2014 (A)

2015 (F) …

2019 (F)

2012 (A) …

2014 (A)

2015 (F) …

2019 (F)

Revenues Revenue

Volumes (units) Cost of Sales

Prices per unit (€) SGA

Other Revenues EBITDA

Depreciation

Operating Expenses EBIT

Fxd Costs (MM€ or % Rev.) Interest Expense Var. Costs (MM€ or % Rev.) Other Costs/Income

Labour Profit before tax Electricity (MM€ or % Rev.) Tax incurred

Other key raw material Profit after tax

Other relevant costs … Dividends Ttl costs (MM€ or % of Rev.) Other Items

Total Cost/unit (€) Profit for the year

Change in Net Worth

Macroeconomic Balance Sheet

Exchange Rate Unit MM€ / IFRS Audited Historic Projected

Inflation2012 (A) …

2014 (A)

2015 (F) …

2019 (F)

Growth rate Cash

Other … Receivables

Inventories

Total Current Assets

Fixed Assets

Ratio Analysis Other Assets

Historic Projected Total Assets2012 (A) …

2014 (A)

2015 (F) …

2019 (F) ST Debt plus CPLT Debt

Ratios/Covenants levels Payables

DSCR / @ xy Accrued Expenses

Current Ratio / @ xy Other ST Liabilities

T.L. / T. N. W. / @ xy Total Current Liab

T. Debt / EBITDA / @ xy Long Term Debt

Other relevant … Other LT Liabilities

Other Ratios Total Liabilities

IRR (Project ) Equity

Return on Equity (Project) Total Liab & Equity

Return on Sales Contingent Liab

Return on Assets Cash-Flow Statement

Net Margin Unit MM€ / IFRS Audited Historic Projected

EBITDA Margin2012 (A) …

2014 (A)

2015 (F) …

2019 (F)

Receivables (Days) Operating Profit (EBIT)

Payables (Days) Depreciation & Amortisation (+)

Depreciation/Capex Gross Operating CF (EBITDA)

Sales/Fixed Assets Changes in Working Capital (+/-)

Tax Paid

Net Operating CF

Interest Paid

Current Debt Repaid

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Debt sensitivity DSCR = 1.0 Equity Analysis (if required) Dividends Paid

Decrease in Volume xx% Entry Valuation (Company) M€ Pre Investment CF

Decrease in Price xx% EBITDA Multiple Capital Expenditure

Increase in Fixed Costs xx%P/E or Other Pre Financing CF

Increase in Variable Costs xx% Exit Valuation (Company) M€ EBRD new Debt

Increase in Capex xx% Year of Exit Other new Debt

Implementation Delay month EBITDA Multiple Change in Net Worth

Local Devaluation xx% IRR % - Base Case Post Financing CF

Mix (-% price +%costs ) xx% Cash on Cash - Base Case Cash End

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Annex 3: Standard measuring indicators and SRI impact indicators

Standard measuring indicators:

Sector Indicator Data point to be collected Projected after implementation

completion*

Solid Waste

Total population benefitting from solid waste management services.

Number of persons with improved solid waste management services.

Annual reduction in tonnes of CO2 equivalent due to diversion of solid waste from landfill disposal.

Tonnes and type (metals, paper, glass, plastic, organic) of waste diverted away from landfill. Avg. CH4 (CO2 equivalent) content of solid waste materials by type.

Total tonnes of waste disposed.

Tonnes of waste disposed on new and/or improved waste disposal plants.

* measured two years after projected full loan disbursement

SRI impact indicators (as applicable):SRI impact indicator

Unit Data point to be collected

Primary energy saved

GJ/yr Project energy use compared to baseline6 energy use.Primary energy includes:

1. Direct use of fossil fuels2. Direct use of biomass.3. Use of electricity, multiplied by a loss factor to take into account

country average generation efficiencies and electricity grid losses7

CO2 emissions reduced

ton CO2e/yr

Project CO2 emissions compared to baseline CO2 emissions.CO2 emissions include:

1. Emissions as a result of direct use of fossil fuels2. Indirect emissions as a result of the use of electricity8

3. Emissions of other Greenhouse gases (in particular methane9) expressed in CO2 equivalents.

Water saved m3/yr Project water use compared to baseline water use. Water savings must be determined for the following project activities:

1. Water recycling projects that recover wastewater streams for reuse or alternative use.

2. Application of technology or management actions that lead to effluent water quality improvements in regions with water scarcity10

3. Water loss prevention and water demand management

6 The baseline is defined as the expected conditions without the project two years after full loan disbursement. The baseline is compared to the conditions projected with implemented project two years after full loan disbursement.7 For example, with an average electricity generation efficiency of 40% and grid losses of 7%, the primary energy use (MWh) is 2.7 x the direct electricity use (MWh).8 The CO2 emissions as a result of the use of electricity are determined by multiplying the use of electricity (MWh) with the country specific grid emission factor (ton CO2/ MWh) in line with the joint MDB list of grid emission factors.

9 Tons of methane emissions (ton CH4) can be converted to tons of CO2 equivalents (ton CO2e) by applying the a factor of 25 (ton CO2e/ton CH4)10 Qualifying for ‘water saved’: treated waste water with an effluent quality at or exceeding internationally accepted effluent water quality standards.

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Material savings ton/yr Material use compared to baseline material use. Material savings must be determined for project activities aimed atwaste minimisation:

1. Minimisation of waste streams by integrated measures (i.e. improvement of existing installations, processes or procedures/management)

2. Waste recycling projects that reuse waste as inputs into new products or as a resource

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Annex 4: Definition of “Recover Ready” landfill

Recovery Ready (RR) landfill is a facility which could, and is intended to, be retrofitted/combined with waste sorting/recycling/recovery technology when the necessary financing and/or regulatory drivers are in place. The aim of building new facilities or modifying existing facilities to be Recovery Ready is to reduce the risk of waste lock‐in or of being unable to fully utilise the facilities in the future without recycling (stranded assets). Recovery Ready is not a waste minimisation option, but a way to facilitate waste minimisation in the future.

Essential Requirements of a Recovery Ready facility

The essential requirements represent the minimum criteria that should be met before a facility can be considered RR. The project developer should:

1. Carry out a site-specific study in sufficient engineering detail to ensure the facility is technically capable of being integrated with waste sorting, recycling and/or recovery facilities, using one or more choices of technology which are proven or whose performance can be reliably estimated as being suitable, considering financial, economic, health, safety and environmental viability.

2. Demonstrate that there will be sufficient space available to construct and safely operate sorting, recycling and/or recovery facilities. This will notably include sufficient storage areas for recycled materials.

3. Identify realistic off-takers that could possibly use recycled materials/recovered energy.

4. Identify other known factors, including any additional water/energy requirements that could prevent installation and operation of a waste sorting, recycling and/or recovery facilities, and identify credible ways in which they could be overcome.

5. Estimate the likely investment cost of establishing the waste sorting, recycling and/or recovery facilities including transport and storage.

6. Periodically review and report RR status.

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