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KYRGYZ REPUBLIC

BISHKEK BUSES PROJECT -

DUE DILIGENCE STUDY

TERMS OF REFERENCE

1. BACKGROUND

The City of Bishkek (the “City”) with population of 1.2 million is a major financial, cultural and

business center of Kyrgyz Republic, generating 35 to 40 per cent of national GDP. The City

naturally attracts all major human and financial capital of the country. The municipal

infrastructure of the City, however, failed to keep up with a rapid economic growth of the recent

decade due to lack of budgetary resources, as the City is the main donor to the Republican

budget. In 2019, the new budget code was approved which allows the cities to keep larger

portion of their income taxes. The new financial arrangement enabled the City to undertake more

investment programs. Subsequently, the City approached the European Bank for Reconstruction

and Development (the “EBRD” or the “Bank”) to finance renewal of its severely depleted bus

fleet through the purchase of 250 - 350 new buses and upgrade the bus depot (the “Project”).

EBRD loan would be provided for the benefit of the Bishkekskoe Passazhirskoe

Avtotransportnoe Predpriyatie (the “Company”).

The planned purchase of the new buses should improve the reliability and quality of public

transport services for users, as well as improve air quality through reduced carbon emissions and

other pollutants and ensure better fuel efficiency.

The City’s public transport carries ca. 230 million passengers annually. Gasoline/diesel

minibuses, operated by private companies, carry 72 per cent of passenger traffic. Of the

remaining passenger traffic, the municipal trolleybus operator carries 15 per cent and the

Bishkek bus operator (the Company) carries 13 per cent. Bishkek is a highly congested city due

to the intensive usage of personal vehicles.

The price of a single fare is uniform for bus, trolleybus and minibus journeys and set by the City

at KGS 8.0 (approx. EUR 0.1), unchanged since 2012. Certain categories of privileged

passengers use the services for free. E-ticketing system should be operational on all municipal

transport routes in 2020.

The City subsidises the operating losses of municipal bus and trolleybus operators on a monthly

basis. In 2019, these subsidies amounted to ca. EUR 1.9 million (67 per cent of revenues).

The Company is wholly by the City. It has a worn-out buses depots and a registered fleet of 477

buses, of which only 150 are operational on any given day. The Company is assigned 50 routes

in downtown Bishkek, but the remaining operational fleet can barely service 12 of them, with

intervals of up to 40 minutes between busses. Private companies service the other 38 routes on a

temporary basis (before the arrival of new a fleet). The Project will allow for renewal of the fleet

and the progressive resumption of service on all of the assigned 50 routes. The Company’s core

operations are loss making. The City subsidizes not only services to the socially vulnerable

population, but also maintenance expenses, capital investments and sometimes even operational

expenses. The Company’s farebox ratio was ca. 33 per cent in 2018. Fares have been stable since

2012. The Company’s collects its fare revenues in cash. The total number of employees is circa

600.

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The EBRD is currently overseeing implementation of a TC assignment to assist Bishkek in

developing a Public Transport Strategy. The TC’s implementation should start in January 2020

and will last for 18 months.

In order to prepare the project for financing, the EBRD wishes to appoint a consultant (the

“Consultant”) to perform a feasibility study to determine the scope and viability of the Project,

preliminary costs and provide recommendations on the technical specifications of the buses and

the depot.

2. OBJECTIVES

The general objective of this assignment is to assist the Bank with assessing the viability of

renewal of the bus fleet and related infrastructure upgrade and support throughout the advice on

specific technical issues.

The specific objectives of the assignment are to:

Task Series 1 – Technical Due Diligence

The specific objectives of this assignment are to:

a) review existing studies and perform consultations with beneficiary and key

stakeholders;

b) analyse bus lines and operational bus fleet requirements;

c) assess maintenance regimes and facilities (bus depot and spare parts) and suppliers

networks in country/region to support fleet renewal and maintenance;

d) perform comparative assessment of bus type (CNG and electric), considering

supply/maintenance issues and costs/risks involved;

e) prepare financial and economic cash flows and lifetime assessments of proposed

investment;

f) prepare project implementation and procurement plan, including possible phasing

(loan tranching);

g) prepare detailed technical requirements for bus fleet and depot, for open procurement

of buses and depot works in line with the EBRD PP&Rs.

Task Series 2 – Environmental and social assessment

Environmental and social due diligence of the project for full project scope, including notably

bus fleet and depot, in accordance with the Banks Environmental and Social Policy and

Performance Requirements.

Task Series 3 – Recommendation of operational and regulatory support

This task is to assess existing practices, resources and tools and recommend measures to ensure

successful reintroduction of the new bus fleet onto all company bus lines, and the corresponding

withdrawal of existing bus services.

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The specific objectives of this assignment are to:

a) review of City practices for reporting and licencing of bus operations, requirements and

timeline for cancellation of ongoing licences

b) assessment of company management and accounting systems, recommendation of MIS

system

c) recommendation of focus actions for post-signing regulatory and operational support

(notably, public service contract and corporate development plan).

In the completion of these tasks, the Consultant will consult with all relevant studies and

stakeholders, notably with ADB for the electric trolleybus network, with the new Transport

Strategy consultant, and with all relevant stakeholders.

The Consultant will cooperate closely with all teams at the Bank, notably for technical,

environmental, social and financial assessments, and provide any required technical inputs and

advice for completion of their tasks.

3. SCOPE OF WORK

Task Series 1– Due Diligence Study

Task 1.1: Analysis of the bus lines and operational bus fleet requirements

The Consultant shall review existing studies, notably urban transport study and ensure suitable

consultations with beneficiary and key stakeholders (public, private and others), as relevant to

the purpose of the study.

The Consultant shall analyse bus lines, service levels, ridership and bus fleet requirements for

existing bus network and considering any ongoing and planned network expansions in the next

5-10 years. He shall perform an initial operational assessment of existing bus fleet and determine

size of new fleet using existing or, where appropriate, benchmarked parameters for bus fleet

availability and performance.

The study shall focus on standard-capacity 12m units for main bus routes, or others which may

be proposed for route specifics.

The Consultant shall prepare ‘with’ and ‘without project’ scenarios with expected service level,

ridership and fleet requirement for each.

Task 1.2: Assessment of bus fleet and depot requirements

The Consultant shall assess and compare alternative engine technologies for the bus fleet,

including the following:

CNG, including hybrid CNG

electric bus, including battery electric and in-motion charging (hybrid trolleybus)

The study shall perform a comparative assessment, based on project operating requirements and

considering inter-alia the following:

lifecycle cost (fleet and charging/fuel facilities, and maintenance and operations,

warranty etc), including with/without grant support, if relevant

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reliability (fuel supply origin, diversity of supply chain, availability of maintenance/spare

parts, skills and capacity)

technological maturity (‘tried and tested’, in operation)

market availability (sufficient supplier base for responsive, open tender)

risk and mitigation measures (eg extended warranty, notably for battery replacement)

strategic/‘future proofing’ (eg amenability for further expansion, demonstration impact),

as relevant

The Consultant shall take a view on the most appropriate fleet technology for the City to ensure

efficient use of funds and resources, whilst addressing environmental impacts and strategic

longer term vision of City. This review shall consider possible phasing of the fleet purchase

and/or pilot introduction of electric bus lines.

The Consultant shall review available depot facilities and fuelling station (including CNG

refuelling station at rear of depot), and capacity to handle the new fleet. The review shall include

the current state of existing equipment and propose upgrading works required, for each proposed

fleet type, to maintain the new buses adequately to warranty requirements, for funding under the

proposed loan or by Company or City funds. The Consultant shall prepare at least three upgrade

scenarios for CAPEX, with recommended option: (i) minimum acceptable for the bank to allow

proper maintenance of buses funded under initial loan tranche (ii) middle scenario for upgrade

for full fleet operation; (iii) full upgrade, including all facilities, including future fleet purchases.

For each buses type, the Consultant shall indicate outline technical characteristics of the fleet

option, including principal bus type, size and functionality and depot facilities (notably CNG

refuelling station, electric charging infrastructure, depot upgrade works), considering that all

project components need to be amenable to open, international tender using EBRD’s

procurement rules and policies.

Specifically, the Consultant shall assess and recommend appropriate maintenance requirements,

to ensure quality asset management and considering existing and future expected maintenance

facilities, staff skills and resources. Relevant options for expanded maintenance regimes shall be

proposed with cost estimates, including options at tender stage.

Task 1.3: Review the costs of the bus fleet and maintenance depot modernisation to be

financed.

The Consultant shall prepare the outline functional requirements for proposed investment,

including principal bus type, performance requirements and depot facilities (notably maintenance

facility upgrade works, paving)

The Consultant will analyse the cost of the proposed bus fleet and depot works. This should

include a comparison to other recently procured buses of a similar nature in the project region

and Europe to substantiate the assessment.

The assessment shall be performed for all bus fleet types under consideration and/or a

combination (eg initial CNG buses, followed by pilot electric etc)

Task 1.4: Economic and Financial Assessment

The Consultant shall assess the operational performance of the Company, including bus fleet

utilisation and management, asset maintenance, resources and staffing with related expenses and

incomes, and present an outline assessment of performance indicators.

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The Consultant shall present financial projections for the Company over the loan tenor, taking

into account the investment.

The Consultant shall calculate Economic Internal Rate of Return (EIRR) for the new investment,

and provide accompanying clarification and justification.

The Consultant shall present a detailed analysis of cost savings and benefits to the Bank as a

result of introduction of the new buses.

Task 1.5: Environmental GHG and air emissions assessment

The Consultant shall perform environmental analysis of the Project related to the expected

reduction in GHG emissions as a result of the introduction of the new bus units. Specifically, the

consultant should prepare the following calculations:

Total number of urban transport passengers transported per day. (Baseline pre-investment

and post-investment projection two year after full disbursement of the new fleet)

Annual reduction in tonnes of CO2 and air emissions (NOx, SOx, particle matter, CO..),

and percentage reduction from baseline (‘do nothing’) for improved public transport

operations

Assessment shall be based on comparison of ‘without project’ situation with ‘with

project’ situation, including proposed investment, over the asset operating lifetime

Task 1.6: Prepare project implementation and procurement plan

The project may be phased (loan tranching) for reasons of funding affordability, operator

capacity and/or depot readiness and/or new technology.

The Consultant will prepare a project implementation plan to demonstrate how the full project

shall be implemented, considering fleet delivery and commissioning, upgrade works of bus

depot, withdrawal of current bus operations and phasing, if any.

The procurement plan shall indicate the proposed packaging and timeline for tenders under the

project, with realistic delivery schedule and ensuring the required availability of depot facilities

for reception of buses and start of operations.

Task 1.7: Prepare Supply Requirements, including the technical specifications of the new

bus fleet and related bus depot facilities to be financed

The Consultant shall prepare the Supply Requirements, including the technical specifications, to

be used in the tender for the new bus fleet and related depot facilities to be procured. This should

focus on both standard-capacity low-entry 12m units, capacity, all relevant EU regulations

(including emissions standards, safety, fire safety, disabled access etc.), and ensure that all

specifications are amenable to an open, international tender using EBRD’s procurement rules

and policies.

The bus fleet shall include relevant maintenance provisions, as agreed for the fleet, including

possible extended warranty and/or service agreements and requirements for integration of

relevant ticketing, user information and bus fleet management systems (automated vehicle

location, AVL) as appropriate.

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The specifications shall include related studies and layout plans for bus depot facilities, notably

CNG refuelling and maintenance facilities, and as required for tender.

The Consultant shall also propose appropriate tender evaluation and qualification criteria for bus

fleet and depot.

Task Series 2: Environmental and Social Assessment (ESA)

Task 2.1: Environmental and Social Audit and Assessment

The Consultant will carry out an Environmental and Social Audit and Assessment (“ESA”) in

order to assess the environmental and social aspects of the Project, to be consistent with local

relevant environmental and permitting requirements and the EBRD’s 2014 Environmental and

Social Policy and associated Performance Requirements. The purchase of new bus fleet and

upgrading of the bus depot is a brownfield category B project under the EBRD ESP, requiring an

environmental and social audit of the existing facilities and operations and environmental and

social conditions relevant to the Project and a focussed environmental and social assessment that

is proportionate to the project’s nature, size and location, as well as to the characteristics of the

potential impacts and risks.

The ESA will characterise potential future adverse impacts associated with the project, identify

potential improvement opportunities, and recommend any measures needed to avoid, or where

avoidance is not possible, minimise and mitigate adverse impacts.

Applicable Requirements:

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

Applicable local, national and regional requirements, including those related with ESIAs

/ EIAs and associated public disclosure and consultation requirements.

The EBRD’s ESP (and the incorporated Performance Requirements (PRs)), and relevant

European Union (EU) directives.

Relevant international conventions and protocols relating to environmental and social

issues, as transposed into national legislation.

The objective of the E&S Assessment is to identify and assess the potentially significant existing

environmental and social risks and future adverse environmental and social impacts and benefits

of the proposed Projects, 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 Projects and/or the associated current operations.

The assessment process will be commensurate with, and proportional to, the current E&S risks

and potential future impacts of the Projects. The assessment will cover, in an integrated way, all

relevant direct and indirect environmental and social impacts and issues of the Projects at all

relevant stages of the project cycle (e.g. pre-construction, construction, operation, and

decommissioning or closure and reinstatement).

The Environmental and Social Audit (as defined in Section 3.11.4) is required to assess the

current operations relevant to the Projects in terms of compliance with national legislation as

well as possible historical environmental, health and safety, and social issues.

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Specifically, the ESA aims to:

Describe and characterise a relevant environmental and social baseline commensurate

with the risks posed by the current site operations and the Project.

Identify existing and Project-related environmental and social impacts and risks.

Identify if any additional studies will be required to cover relevant aspects in greater

detail (e.g. Road safety, resettlement, retrenchment, etc.; any such work will be

commissioned under separate Terms of Reference).

Assess potential gender aspects and priorities among nearby communities to understand

women’s and men’s concerns;

Identify potential environmental and social opportunities and/or the associated current

operations, including those consistent with the EBRD’s GET principles and criteria;

Perform ex-ante estimation of physical environmental benefits of the Project or

verification of the estimations already performed by the bank in line with EBRD’s GET

Handbook;

Prepare a draft Stakeholder Engagement Plan (SEP), draft Environmental and Social

Action Plan (ESAP) and draft Non-Technical Summary (NTS).

Review of Available Data and Site Visit

The Consultant will identify and review all studies and baseline data available from the Client:

Where available, the local EIA of the Projects;

Any strategic level studies and documents relating to the Project, including any land

acquisition documentation if applicable;

Project designs.

Data and documentation are in Macedonian. 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

supplementary information needed to carry out the E&S Audit requirements and complete the

E&S Assessment.

The data review process will include a simple media search to determine whether any relevant

issues regarding the Project, the City or Company 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.

Task 2.2: Environmental and Social Audit

The E&S Audit is required to review the current and, to a limited extent, past operational

performance of the GRAS Company existing operations and facilities in terms of their

compliance with relevant national environmental laws and regulations and EBRD PRs, including

relevant EU environmental standards and guidelines. The Consultant should provide cross-

reference with other sections of the Feasibility Study, in particular the technical assessment, in

case of any overlap.

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Key issues to be covered under the E&S Audit may include, but are not limited to:

The Company’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;

Human Resources and employment policies (relating to e.g. child labour, forced labour,

and non-discrimination, workers’ organisations, contractor management, retrenchment

and employment);

Equal opportunities policies and practices in the Company; 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 the Company;

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, summary of health and safety expenditures, emergency

response etc.);

Pollution prevention measures implemented by GRAS and overall regulatory compliance

with national requirements and pertinent EU standards including applicable Best

Available Techniques. In addition, this assessment will need to review compliance with

good international practice as a benchmark against current operations;

Community health, safety and security as it relates to the Company’s existing operations;

Major hazards assessment and management; existing emergency situation management

plans in the event of an incident or accident;

Current company policy and practice in relation to avoidance of third party access to

potentially hazardous areas (fences, security, personnel, others);

Management of potentially hazardous works (including excavation works, work in

confined spaces, etc.);

Traffic management;

Contractor management and oversight;

Waste management and waste minimisation;

The Client’s policy and procedures regarding land acquisition (compensation policy,

consultation activities related to land acquisition including grievance management, if

applicable);

The Client’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

Current stakeholder identification and engagement practices, including public interaction

and responsiveness to public comments, complaints and questions.

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.

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Task 2.3: Environmental and Social Assessment

Project Description & Identification of Relevant Associated Activities & Operations:

The Consultant will prepare a description of the Project including details of any alternatives1

considered for the project and information on associated operations and activities. In accordance

with EBRD PR1, paragraph 9, the Consultant will identify:

Any potentially significant environmental, health and safety, 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.

Environmental and social risks associated with the primary supply chains central to the

Project’s core operational functions.

Analysis of Legal Requirements

The 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 BiH’s 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 Conditions

Building on the Environmental and Social Audit, the 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.

The baseline characterisation 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 Assessment

In 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 and other associated facilities, for

which the EBRD financing is being sought.

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 and benefits.

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

connection alternatives, design alternatives

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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 magnitude of risks and impacts of the

identified issues. If the assessment determines that there are potential risks associated with

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.

If an EIA has been prepared under the national requirements, the Consultant will also include a

summary statement of compliance of the national EIA’s process with the EU EIA Directive,

including:

how the project was screened by the national authorities;

which EIA procedure was followed;

how the public participation process was carried out;

potential cumulative impacts and area of influence issues (e.g. raw material sourcing);

and

whether any impact on designated or identified nature conservation areas or other

sensitive areas has been identified.

The Consultant will also assess:

the occupational health and safety issues by the Company and its contractors undertaking

the Project related works, including employees and workers exposure to noise, dust,

electricity, physical and other risks during modernization and refurbishment works.

public safety and security issues and the impacts on stakeholders. This should include an

assessment of potential gender-specific health and security issues and impacts (i.e.

impacts during construction and maintenance phase of the service, temporary or

permanent disruption of the service, timetable of the provision of the services, safety

concerns of accessing the services (location sensitivity, and any other security aspects

(for example, an increase of male workers in the area, which may lead to an increase in

the risk of harassment and assaults).

community health, safety and security risks and benefits, including traffic management

and potential nuisance to local community during both construction and operation of the

Project.

whether or not women would be disproportionally affected by the proposed investment

programme and identify any opportunities to specifically address their needs and

concerns so as to enable them to benefit to an even greater extent from project activities.

the capacity and competency of the company to manage health and safety and road safety

risks, comparing them against good internal practice.

GET Identification and / or estimation or verification of physical environmental impacts

In accordance with the Bank’s GET Handbook, the Consultant will analyse the potential

environmental opportunities of the Project or potential for improvements in the current

operations which can be categorised as:

climate change mitigation (reduction of greenhouse gas emissions)

climate change adaptation (enhancement of climate change resilience)

other environmental benefits (including improved resource efficiency, reduced local

pollution, improved resilience and restoration of ecosystems).

In the proposals made by the Consultant, the general economic feasibility of the projects and/or

project components should be taken into account.

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In line with the Bank’s GET Handbook, the Consultant will:

identify project components that meet the GET principles and criteria and are on the

positive lists of activities qualifying for GET or covered by the climate adaptation

approach;

assess the physical environmental benefits of the project and/or project components that

qualify for GET ;

confirm the proportion of GET finance and GET benefits of the project and explaining

how this fits into the GET strategy, as well as examining other contributing factors and

total GET benefits.

Stakeholder engagement The E&S assessment will include an appropriate stakeholder engagement process in accordance with

EBRD PR 10 to ensure identification of all key E&S risks and impacts of the Project to local

communities. This will include the key concerns the local communities have of the Project.

Mitigation and management of Risks and Impacts

For 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 Assessment

Based 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 Annex 1 and 2. Note that the

compliance assessment should also take into consideration the findings of the E&S Audit.

Project RAP In case resettlement or displacement is anticipated, the Consultant is expected to

utilize any existing Resettlement and Compensation Framework, to develop a Resettlement

Action Plan and/or Livelihood Restoration Plan to include provisions to compensate women as

well as men for loss of livelihood, address gender issues in planning and executing the

resettlement throughout the whole resettlement process (consultation and participation,

resettlement planning, and resettlement and rehabilitation) in line with PR5.

The Consultant will clearly outline the roles and responsibilities of both the City authorities and

the Company.

Project ESAP

The Consultant shall develop a comprehensive ESAP to address gaps and issues identified

during the Project appraisal. The ESAP should be based on the Gap Analysis 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 should also inform the City and Company about any material

budget implications of ESAP items (although this information may not be required in the public

domain). A guide for presenting the ESAP is provided in Annex 3. The ESAP will clearly

outline how the responsibilities for any of the actions/measures will be cascaded down from the

City to Company, i.e.it will clearly indicate the transfer of obligations from the City to the

Company.

Project Stakeholder Engagement Plan

The Consultant shall prepare a draft Stakeholder Engagement Plan (“SEP”) in English, and

Bosnian 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.

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Guidance for the contents of an SEP is provided in Annex 4 of the E&S guidance pack. The SEP

should be developed in consultation with the relevant Client and incorporate stakeholder

mapping results

Project Non-Technical Summary

The Consultant will prepare, in consultation with the Client, a concise, over-arching, standalone

Non-Technical Summary (“NTS”) in English, and Bosnian. 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 Annex 5 of the E&S guidance pack.

Task Series 3: Recommendation of operational and regulatory support

This task is to assess existing practices, resources and tools and recommend measures to ensure

successful reintroduction of the new bus fleet onto all company bus lines, and the corresponding

withdrawal of existing bus services.

Task 3.1: Review of City practices for reporting and licencing of bus operation

The Consultant shall review the requirements and timeline for cancellation and/or transfer of

ongoing licences, as a requirement for the introduction of new bus services and capturing of

ridership levels.

The Consultant will review existing practices, including the following (pertaining in particular to

bus routes affected by the project):

Division of rights and responsibilities between city and bus operators

Bus service contract provisions, regulation and control

Procedures for cancellation, withdrawal and/or transfer of licences

Level and quality of city operational oversight, including data recorded in city database

or elsewhere

Requirements for technical/financial reporting of operators

The review shall include legal/regulatory review to back up existing practices, notably including

contracting, enforcement and fare collection, and possible future arrangements.

The Consultant shall consult with a sample of existing operators, as part of this assessment.

Task 3.2: Assessment of company management systems, recommendation of MIS system

The Consultant shall assess Company system and methods for management and accounting, to

ensure compatibility with monitoring and reporting requirements under a PSC. This shall include

the following:

Review and analyse the Company’s existing management information systems (“MIS”) and

procedures, including the extent of automation and computerisation, identifying any

immediate shortcomings and development needs.

Recommend a computer-based MIS that would register, monitor and provide key

management information across all areas of the Client’s activities, considering, in particular

that the system can produce such financial and other information which is required for

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reporting to third parties (in particular reporting to the EBRD as will be defined in the

financing agreements), public authorities and the general public.

Recommend a suitable MIS system, including hardware and software components, with list

of functional requirements and budget breakdown, for loan or TC funding or local budget, as

appropriate

Task 3.3: Recommendation of focus actions for post-signing regulatory and operational

support

Based on practices for existing bus licences, the Consultant shall assess a suitable timetable for

withdrawal or transfer of relevant route licences, on or after the commencement of new bus

services. This programme shall be coherent with ridership scenarios, developed under task 1.1.

The Consultant shall indicate an action plan for any required measures, including regulatory,

contractual, social or training-related, to accompany the timetable and ensure effective

withdrawal of existing licences. Notably, the Consultant shall consider a possible staff transfer

plan (notably drivers and controllers) to the new bus fleet, as relevant.

The Consultant shall recommend those actions, considered important for the effectiveness of

future operations, notably the following:

Implementation of public service contract (PSC) to provide improved transparency in

operator payments and service obligations

Corporate development plan for Company, to ensure improved financial and operational

performance for new fleet operation and reporting under the PSC

Regulatory and planning support to City, to plan the public transport network, support roll

out of integrated ticketing system, fare adoption and revenue collection and control and

provide operation monitoring and evaluation.

For relevant actions, the Consultant shall provide an outline scope/terms of reference, timeline,

resources and budget for consideration of the Bank.

4 IMPLEMENTATION ARRANGEMENTS AND DELIVERABLES

The duration of the entire assignment is expected to be 16 weeks in total, of which

8 weeks for draft due diligence assignment (task series 1, tasks 1.1-1.6 and task series 3)

8 weeks for draft E&S due diligence assignment (task series 2)

12 weeks for draft technical specifications (task 1.7)

16 weeks for final technical specification and all deliverables

The Consultant shall mobilise at least the following missions to Bishkek:

Project inception for data collection and consultations with beneficiary and stakeholders

Presentation of draft due diligence report

Discussion of draft technical specifications

The Consultant will report principally to the Bank. The Consultant will supply all necessary

computer hardware and software required to deliver the services, together with the necessary

office equipment. The Consultant will be responsible for arranging their own transport,

accommodation, communications, materials, printing and report preparation etc. (the Consultant

will be responsible for the cost of connection time for calls/faxes/internet). The Consultant shall

keep the Bank’s Team fully updated of the progress of the assignment.

14

The Company will provide serviced and furnished office accommodation for the Consultant, plus

suitable office space for meetings, together with access to all relevant information, reports, maps,

studies, legal documents etc., at no cost to the Consultant.

All reports should be produced in English and Russian language, with 3 copies in English and 6

copies in Russian.

The Consultant will provide soft copies of all project deliverables to the EBRD using Microsoft-

Office where appropriate, including source files (XLS spreadsheets, DOC reports).

The Consultant shall provide the following reports on the activities performed. Timelines relate

to reports in draft version in English language, except where indicated.

Document (in English language and in electronic format) Deadline

Due Diligence Study (tasks 1.1-1.6, task series 3)

Draft report on Due Diligence Study M+6 weeks

Final report on Due Diligence Study M+8 weeks

E&S Due Diligence Study (task series 2)

Draft final report on Due Diligence Study M+6 weeks

Draft E&S documents (RAP, SAP, ESAP, NTS.) M+8 weeks

Final reports M+10 weeks

Technical specifications (task 1.7)

Draft technical specifications M + 12 weeks

Final technical specifications M + 16 weeks

M = commencement date of the assignment

5. CONSULTANT PROFILE

It is envisaged that the Consultant shall mobilise the following experts:

Senior public transport specialist with at least 15 years of experience in planning and

operations of urban transport systems, including buses and related infrastructure;

Senior bus specialist with at least 7 years of experience in bus fleet management, maintenance

and operations, including CNG buses;

Finance Expert with preferably 8 years of relevant professional experience in financial and

economic assessment, preferably in an urban transport or municipal services. The expert

should be familiar with selection and use of management information systems (MIS)

Legal expert with preferably 8 years of relevant professional experience in public sector

and/or commercial law, for particular application to regulation of private operation of public

transport services. The expert shall have particular knowledge and experience with law in

Kyrgyz Republic and fluent in Russian.

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 urban transport sector with

experience of similar assignments and with recent track record in the region. Such experts

need to demonstrate knowledge and experience of typical lender/IFI E&S standards and their

implementation. Senior experts need to have at least 8 years’ relevant experience and

appropriate academic qualifications.

Consultants should demonstrate previous project experience in similar regions. Fluency in

Russian and experience in Kyrgyz Republic or Central Asian region would be an advantage. It is

mandatory for a Senior public transport specialist or Senior bus specialist to speak Russian.

15

ANNEX 1

E&S GUIDANCE 1 SAMPLE REPORT FORMAT FOR AN E&S AUDIT AND ASSESSMENT REPORT (BROWNFIELD)

Note: The following is an indicative list of issues for possible inclusion in an E&S Audit and

Assessment report for a Brownfield Project. The Consultant is expected to use its professional

judgement to determine what issues (either listed below or additional) are relevant to the Project.

Issues which are not relevant to this project should be covered by a short statement that they

have been considered but do not apply in this case.

Executive Summary

A concise summary description of the Project, its rationale, the existing operations and overall

setting, significant environmental and social impacts, recommended mitigation and enhancement

measures, monitoring proposals, and the extent of the Client’s commitment to these

recommendations and proposals.

1 | Project Description

Precise description of the Project within its geographical, environmental and socio-economic

context. This should include information on whether and how the Project is part of a wider

development plan/programme. A systematic comparison of feasible alternatives to the project in

terms of location, project technology or design in terms of potential environmental and social

impacts. This should include the ‘do-nothing’ option.

2 | Legal Requirements

Outline of the policy, legal and administrative context of the ESIA summarising the

environmental and social and project approval requirements of the Bank, co-financiers and

applicable regional/global conventions or agreements. The timeframe for public consultation,

project Closure and decommissioning

Residual environmental and social impacts

7 | Monitoring and Supervision

A description of how appraisal and implementation should be outlined.

Applicable IFI Environmental and Social Assessment procedures

Host Country, Regional and International Regulatory Framework, standards and

guidelines, treaties applicable

Approach to benchmarking

3 | Baseline Conditions

A description of relevant aspects of the physical and natural environment and socio-economic

conditions in areas affected by the existing operations and the Project to include, inter alia:

Air emissions and noise;

Biological and ecological resources (fauna, flora, biodiversity, protected species, critical

habitats, ecosystems);

Climatic factors and climate change (e.g. greenhouse gas emissions, including from land

use, land use change and forestry, and sectors of population more affected by climate

change);

Cultural heritage, including architectural and archaeological heritage;

Geomorphology and geology;

Land (past and current use, permanent or temporary acquisition);

Land use patterns

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Landscape and visual aspects; and,

Material assets;

Mitigation potential and impacts relevant to adaptation;

Other social issues: community, settlement patterns and residential properties, vulnerable

groups

Public and / or site specific transportation system;

Socio-economic status of the population (disaggregated by gender, age, ethnicity, and

other social characteristics);

Soil (organic matter, erosion, compaction, sealing);

Stakeholder engagement practices

Water (accessibility, quantity and quality, surface and groundwater) and waste water

management;

Worker and public health and safety.

4 | Potential Impacts

Identification of the potential environmental and social impacts that could be associated with the

existing operations and the Project, including those of an indirect and cumulative nature. Impacts

which are unlikely to arise or be insignificant should be recorded, together with the rationale for

why they are considered to be unlikely or insignificant. Potential impacts must be considered at

the following levels:

Local impacts

National impacts

Regional/Global impacts.

5 | Characterisation of Impacts and Opportunities

Identification and characterisation of positive and negative environmental and social impacts in

terms of magnitude, significance, reversibility, extent and duration. The possibility for

cumulative impacts is to be considered. Quantitative data must be employed to the greatest

extent possible. The chapter should also identify opportunities for environmental and social

enhancement and identify key uncertainties and data gaps. Both the existing operations and the

following Project stages must be considered in this evaluation where appropriate:

Construction phase

Operation and maintenance

Closure and decommissioning

Residual environmental and social impacts.

6 | Management of Impacts and Issues

An outline of the feasible cost-effective measures to avoid, minimise, mitigate or compensate for

environmental and social impacts to acceptable levels and address other environmental and

social issues; such as the need for worker health and safety improvements, inter-agency

coordination, community involvement, institutional strengthening or training within the

executing agency/ governmental agencies/Client or at the community level. Additionally, an

outline of any measures that would enhance environmental and social aspects within the area

affected by the Project and the existing operations and characterisation of the nature of any

residual environmental and social impacts or issues that have not been addressed. A description

of the financial provisions for potential risks (for example escrow accounts and insurance cover

to provide for inter alia abandonment and decommissioning, site remediation and oil spills and

other emergencies). Both the existing operations and the following Project stages must be

considered where appropriate:

Construction

Implementation and maintenance

17

environmental and social impacts and issues will be monitored and managed in practice;

including an indication of how the Project will be supervised by lenders and governmental

agencies. Estimates should be provided for capital expenditure and operation and maintenance

costs where possible. The following stages must be considered where appropriate:

Construction

Implementation and maintenance

Closure and decommissioning

8 | Mitigation and Management Plan

A record of all measures required to address environmental and social impacts and issues as well

as monitoring and supervisory activities associated with these should be consolidated in tabular

form. This should also indicate institutional responsibilities, timeframes and associated costs.

Appendices

Names of those responsible for preparing the E&S Assessment

References and sources of information

Records of public meetings and consultations held

Supporting technical data

EBRD Compliance Summary Table (see E&S Guidance 2)

18

ANNEX 2

ENVIRONMENTAL AND SOCIAL ASSESSMENT: EBRD COMPLIANCE SUMMARY TABLE

Introduction

The Compliance Summary provides a systematic review of project compliance with the EBRD Environmental and Social Policy, as defined through

the applicable Performance Requirements (PRs). Scope of compliance is all PRs applicable to non-FI projects. The review is intended to provide a

baseline against which to judge future performance of projects through the annual environmental and social reporting process.

Between 2 and 10 indicators are identified for each of the applicable PRs: 1, 2, 3, 4, 5, 6, 7, 8 and 10.

Guidance

For all PRs (Indicators with whole number references) provide a summary of overall compliance with the PR. Justification for any derogation from a

PR should be summarised and supporting documents referenced.

For each indicator within a PR, please complete the 3 steps below:

1. Decide whether the indicator is applicable. For Category A and B projects the starting point is that all indicators are applicable unless the

project has no significant aspects relevant to the indicator (i.e. no risks), in which case the indicator should be scored "NA" and a brief summary

of the reason given. For Category C projects the starting point is all indicators are NA unless the project has a significant aspect relevant to the

indicator (i.e. there is a material risk).

2. Decide whether an opinion is possible. If not (for example if the indicator will apply, but it is too early in the project) score as "NOP" and

provide a brief summary of why. Where lack of opinion represents a material omission to the review refer to where this is addressed in the

report and summarise any recommendations.

19

3. Score the indicator as follows and provide brief justification.

EC Exceeding Compliance: The project has gone beyond the expectations of EBRD’s PR requirements. EBRD should be able to use projects rated EC as a role model for positive Environmental and Social effects.

FC Fully Compliant: The project is fully in compliance with EBRD’s requirements, and EU and local environmental, health and safety policies and guidelines.

PC Partial Compliance: The project is not in full compliance with EBRD’s requirements, but has systems, processes or mitigation measure in place which are working towards addressing the deficiencies.

MN Material Non-compliance: The project is not in material compliance with EBRD’s requirements, and the systems, processes and mitigation measures in place are not working towards addressing the deficiencies.

4. Comments/Issues: Provide a brief commentary (one or two sentences) on the relevance of this requirement for the project and an explanation

of the chosen score.

5. Actions Required: Where applicable, briefly describe any actions required by the client to achieve full compliance with each requirement.

Where a relevant action is included in the ESAP for this project, please provide a reference to the ESAP.

6. PR Summary: Provide an overall summary against the PR, using the above compliance definitions with supporting commentary. In some

cases it may be sufficient to address a PR at summary level only, depending on Stage 1 above.

Note: The Material Non-compliance score (at both Indicator and PR level) has significant implications for Project approval and requires particular care. In judging

whether the measures sufficiently address deficiencies the consultant should consider in a structured way both the level of residual (post-approval) risk and the level

of confidence that the Project can successfully bring the issue into compliance with the Policy through the ESAP. The table below illustrates the approach to be

taken.

Risk

High PC MN MN

Medium PC PC MN

Low FC PC PC

High Medium Low

Confidence

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KPI Ref.

Performance Requirement Score Comments/ Issues Actions Required ESAP Ref.

1 Assessment and Management of Environmental and Social Impacts and Issues

Summary:

1.1 Environmental and Social Assessment

1.2 Environmental and Social Management Systems

1.3 Environmental and Social Policy2

1.4 Environmental and Social Management Plan

1.5 Organisational Capacity and Commitment

1.6 Supply Chain Management

1.7 Project Monitoring and Reporting3

2 Labour and Working Conditions

Summary:

2.1 Human Resource Policies and Working Relationships

2.2 Child and Forced Labour

2.3 Non-Discrimination and Equal Opportunity

2.4 Workers Organizations

2 Where the project represents a substantial extension to the client activities, confirm that Policy and supporting management systems and plans are appropriate for the new activities. 3 At appraisal stage there will be limited information. Compliance assessment should address specific plans for monitoring and reporting (against for example ESAP requirements)

and also consider whether there is evidence of weak monitoring/reporting by client on other relevant projects - which may reduce confidence in future performance.

21

KPI Ref.

Performance Requirement Score Comments/ Issues Actions Required ESAP Ref.

2.5 Wages, benefits, and conditions of work and accommodation

2.6 Retrenchment4

2.7 Grievance Mechanism

2.8 Non-Employee Workers

2.9 Supply Chain

2.10 Security Personnel Requirements

3 Resource Efficiency and Pollution Prevention and Control NB. Appraisal should carefully consider (and state) what regulations or standards have been applied to compliance assessment (eg EU, National, Sector Best Practice). Assessments should address consideration of the performance of alternative techniques.

Summary:

3.1 Resource Efficiency

3.2 Pollution Prevention and Control - Air emissions

3.3 Pollution Prevention and Control - Waste waters

3.4 Greenhouse Gases5

3.5 Water

3.6 Wastes

3.7 Hazardous Substances and Materials

4 Will not be applicable to many projects at appraisal stage. However evidence, within the last 3 years of client approach to retrenchment which is not compatible with the Policy

should be taken into consideration. 5 Particular attention should be given to client demonstration of consideration of alternatives. Projects expected annually to produce more than 25,000 tonnes of Co2 equivalent

should provide an emission inventory and plans for annual reporting.

22

KPI Ref.

Performance Requirement Score Comments/ Issues Actions Required ESAP Ref.

4 Health and Safety

Summary:

4.1 Occupational Health and Safety

4.2 Community Health and Safety

4.3 Infrastructure, Building, and Equipment Design and Safety

4.4 Hazardous Materials Safety

4.5 Product and Services Safety

4.6 Traffic and Road Safety

4.7 Natural Hazards

4.8 Exposure to Disease

4.9 Emergency Preparedness and Response

5 Land Acquisition, Involuntary Resettlement and Economic Displacement

Summary:

5.1 Avoid or minimise displacement

5.2 Consultation

5.3 Compensation for displaced persons

5.4 Grievance mechanism

5.5 RAP/LRP documentation

5.6 RAP/LRP implementation

5.7 Monitoring

23

KPI Ref.

Performance Requirement Score Comments/ Issues Actions Required ESAP Ref.

6 Biodiversity and Living Natural Resources

Summary:

6.1 Assessment of Biodiversity and Living Natural Resources

6.2 Conservation of Biodiversity

6.3 Sustainable Management of Living Natural Resources

7 Indigenous People

Summary:

7.1 Indigenous People Assessment

7.2 Adverse Effects Avoidance and Indigenous Peoples Development Plan

7.3 Information Disclosure, Meaningful Consultation and Informed Participation

7.4 Grievance Mechanism and Prevention of Ethnically Based Discrimination

7.5 Compensation and Benefit-Sharing

7.6 Impacts/Relocation on Traditional or Customary Lands and Cultural Heritage

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KPI Ref.

Performance Requirement Score Comments/ Issues Actions Required ESAP Ref.

8 Cultural Heritage

Summary:

8.1 Assessment and Management of Impacts on Cultural Heritage

8.2 Consultation with affected communities and other stakeholders

8.3 Project use of Cultural Heritage

10 Information Disclosure and Stakeholder Engagement

Summary:

10.1 Stakeholder Engagement Plan

10.2 Operational Grievance Mechanism

Overall Compliance

National Environmental, Social, Health and Safety Requirements

EU Environmental, Social, Health and Safety Requirements

25

ANNEX 3

ENVIRONMENTAL AND SOCIAL ACTION PLAN TEMPLATE

No. Action

Environmental & Social Risks

(Liability/Benefits)

Requirement

(Legislative, EBRD PR, Best

Practice)

Resources, Investment Needs,

Responsibility Timetable

Target and Evaluation Criteria

for Successful Implementation

Status

PR1 Assessment and Management of Environmental and Social Impacts and Issues

1.1 Develop and implement an EMS

Optimisation of environmental management though a formalised system. Provide resources for training and monitoring of emissions

EBRD PR1

Voluntary and best practice

Own resources, external consultants

Cost

Assign responsibilities

20xx Develop and implement an EMS

Attain ISO 14001 or equivalent certification

Annual EHS Report to the Bank

PR2 Labour and Working Conditions

2.1

PR3 Resource Efficiency and Pollution Prevention and Control

3.1

PR4 Health and Safety

4.1

PR5 Land Acquisition, Involuntary Resettlement and Economic Displacement

5.1

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No. Action

Environmental & Social Risks

(Liability/Benefits)

Requirement

(Legislative, EBRD PR, Best

Practice)

Resources, Investment Needs,

Responsibility Timetable

Target and Evaluation Criteria

for Successful Implementation

Status

PR6 Biodiversity and Living Natural Resources

6.1

PR7 Indigenous People

7.1

PR8 Cultural Heritage

8.1

PR10 Information Disclosure and Stakeholder Engagement

10.1

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ANNEX 4

GUIDANCE FOR A STAKEHOLDER ENGAGEMENT PLAN

The following is an indicative list of issues for possible inclusion in a Stakeholder Engagement

Plan. The Consultant is expected to use its professional judgement to determine what issues

(either listed below or additional) are relevant to the Project.

A Stakeholder Engagement Plan will need to:

Briefly identify the Project location and areas subject to impact (e.g., list of communities)

Record what the Project is legally required to do regarding disclosure and consultation

Identify all stakeholders, including stakeholder maps (if relevant)

Identify any specific groups who might be considered vulnerable or need more support in

the consultation process, e.g. because of their level of literacy, gender, socio-economic

level, ethnicity/language, or location (e.g., proximity of the project to school, hospital,

etc.). For each identified group, specify how meaningful consultation will be undertaken

Report on any previous consultation and disclosure activities

Define which documents will be released, including a schedule, and in what language(s)

Define where documents will be available (physical and online addresses) , e.g. provide

names of specific newspapers, bulletin board locations, etc.

Define how people will be notified of the document availability

State the beginning and end dates of the consultation

Provide a table or list of meetings, activities or opportunities for comment. If

locations/dates are not yet known, state how people will be informed of the dates

State who/where should comments be sent to, what will happen to them and how people

will be advised of the outcomes

Define how grievances will be handled (including a specific public grievance process)

Define the monitoring and reporting activities for the stakeholder engagement process

Define the responsibilities for delivering the stakeholder engagement process

The SEP should be concise and not exceed 15 pages in length, excluding annexes.

Please also see guidance note:

http://www.ebrd.com/downloads/about/sustainability/grievance-mechanism.pdf

28

ANNEX 5

INDICATIVE LIST OF ISSUES FOR A NON-TECHNICAL SUMMARY

The following is an indicative list of issues for possible inclusion in a Non-Technical Summary.

The Consultant is expected to use its professional judgement to determine what issues (either

listed below or additional) are relevant to the Project.

Non-Technical Executive Summary

1 | Project Description

A concise and comprehensive description of the Project

Proposed works and subsequent maintenance/operation

Scheme map and typical cross sections

2 | Background

Rationale of the Project, the need for the scheme and scheme objectives

Legal aspects and compliance with relevant environmental and social laws

Current environmental and social situation and considerations

History of the Project development and planning; including an outline of the main

alternatives that were studied, their environmental and social impacts, and the reasons for

making the final selection

3 | Process

ESIA process carried out and integration with design

A statement of the national EIA process’s compliance with the EU EIA Directive

Public consultations and disclosure and dealing with objections

4 | Environmental Benefits, Adverse Impacts and Mitigation Measures

Land use planning and changes

Water resources, impacts and management measures

Habitats, ecology (flora and fauna) and nature conservation, impacts and management

measures

Landscape and visual impacts, impacts and management measures

Air quality, impacts and management measures

Traffic, noise and vibration; impacts and management measures

Waste management

Raw material sourcing and transportation, including borrow pits

Road safety, impacts and management measures

Associated infrastructure impacts and management measures

Cumulative impacts

Induced (indirectly consequential) impacts

Occupational health and safety issues; including explosives safety

Disruption, health and safety during construction

Consistency with policy, law and other plans

Environmental management plans, mitigation measures and compensatory measures

5 | Social Benefits, Adverse Impacts and Mitigation Measures

Socio-economic impacts; including gender and management measures (taking into

account gender specificities and needs)

Impacts on businesses and employment

29

Impacts to existing infrastructure and public services

Local traffic and access impacts

Land acquisition and resettlement (cross reference any resettlement report that is being

developed)

Contractor management, including the siting and management of worker camps,

Community impacts (confirm that no Roma are known to utilise the land and/or corridor

route)

Labour issues and standards

Public road safety; including health and safety mitigation in the design

Social management plans, mitigation measures and compensatory measures

Cultural heritage, impacts and management measures

6 | Monitoring of Impacts

Process for monitoring the identified impacts

On-going solicitation of further comments

Process for addressing any issues arising