OFFICIAL USE Terms of Reference Republic of Turkey Izmir Metropolitan Municipality Izmir Buca Metro Line Technical, Financial, Environmental and Social Due Diligence Study Terms of Reference 1. BACKGROUND The European Bank for Reconstruction and Development (the “EBRD” or the “Bank”) has been asked to assist in preparation of the project aimed at construction of the municipally owned metro system in Izmir (the “Project”). The EBRD loan of EUR 80 million would be extended to the Izmir Metropolitan Municipality (the “City” or “IMM”). Izmir Metro (the “Company”) was established in 2000. The metro system in the City is primarily an above ground Light Rail Transit (“LRT”) system carrying 240,000 passengers per day with 182 carriages, a 20 kilometre network and 17 stations. The existing LRT system consists of one line which starts from Fahrettin Altay station in the southern part of the metropolitan area and runs towards northeast to end at Evka-3 in Bornova. 7 km of extension from Narlidere station to Fahrettin Altay district is under construction. The extension of the current LRT system and further integration of the LRT system with existing transport modes will enable the provision of frequent and efficient services to Izmir residents in a way that is fast, reliable, comfortable, and environment-friendly, providing an alternative to the use of cars. Buca Metro is the third phase of the Izmir Metro Network and consists of 13.3 km long with 11 stations and a total indoor area of 80 thousands sqm. The Line will start at Bozyaka and there will be 11 stations namely Bozyaka, Ucyol, Zafertepe, General Asım Gündüz, Şirinyer, Buca Municipality, Kasaplar, Hasanağa Bahçesi, Dokuz Eylül University, Buca Koop and Çamlıkule station. Buca line will meet with second stage line along F. Altay-Bornova at Üçyol Station, with İZBAN line at Şirinyer Station. Train sets along this line will be unpiloted. The Project is the third phase of the City’s metro network investments. It will result in safer and more reliable transport services for 350,000 passengers per day. IMM received approvals from the central government for the investment. The Project is eligible for foreign financing. The tender process will be launched according to the EBRD’s PP&R and construction is expected to start in 2020. Expected construction period is 4 years. The estimated cost of the project is EUR 500 million. 2. OBJECTIVES The Bank requires the services of a Consultant (the “Consultant”) of this assignment to assist with the technical, financial, operational, environmental and social due diligence for the proposed Project prior to making its financing decision. The specific tasks of the Consultants are to: OFFICIAL USE 1 OFFICIAL USE Terms of Reference . Perform technical due diligence on proposed investment to be financed by the EBRD and Project co-financiers including cost estimates, financial and economic internal rates of return and justification of the proposed investments; . Review design and tender documents to ensure compatibility with relevant design standards and operational requirements; identify any possible needed additionalities for Project design and/or works contract scoping; . Review the operations of the Company and Company’s Business Plan and provide a brief history, recent changes and any anticipated or recommended changes which would improve the operational or financial management of the Company; . Review potential for land value capture funding by the city for future metro operations and development . Review anticipated transition impact agenda of the Bank, covering namely either encouraging private sector participation, cost reduction and establishment of a formal Fixed Asset Management division within the Company which will plan and receive budget for routine and periodic maintenance in accordance with strict cost and quality controls based on availability/functionality standards. In addition, the transition agenda may include development of land value capture methods by the City, for provide additional funding sources for metro operation and development. Carry out an Environmental and Social (E&S) Analysis of the Project and prepare an Environmental and Social Action Plan, and ensure that the prepared Stakeholder Engagement Plan for the Project complies with EBRD’s Environmental and Social Policy requirements. Determine reductions of CO2 and other air emissions to quantify the project’s physical contribution to the Bank’s GET (Green Economy Transition) approach and provide recommendations for their implementation. 3. SCOPE OF WORK Task 1: Technical Due Diligence The Bank seeks to determine the soundness of the proposed investment for metro line construction and that the investment shall be sufficient to construct it and ensure the anticipated level of service. For that purpose the Consultant will: Review the Project rationale and characteristics and coherence in attracting sufficient levels of ridership, notably by analysis of existing feasibility study and related documents and data Perform detailed review of ridership forecasts based on the most recent Izmir Strategical Plan and the transport model. The Consultant is expected to review model parameters, assumptions and scenarios for the new metro line, including hands-on review of model construction and outputs with City authorities. Review works definition for all works components, including civil works and structures, stations, metro track, power supply infrastructure (wiring, feeding cables and substations), signalling, communication and control systems and auxiliary facilities Review coherence and completeness of maintenance provisions, both within the works contract (O&M services) and by the Client Identify approach for the establishment of a formal Fixed Asset Management division within Izmir Metro, in line with industry best practice, which will plan and receive budget for routine and periodic maintenance in accordance with strict cost and quality controls based on availability/functionality standards. OFFICIAL USE 2 OFFICIAL USE Terms of Reference Review procurement plan and technical specifications for rolling stock supply and maintenance Assess the updated procurement capacity of the client and the allocated risk based on this assessment, provide a description of the project implementation arrangements, including the client’s implementation set up and proposed procurement support Review interface and interoperability compatibility with existing and future planned metro lines, notably for signalling and control systems, communications, operations management, power supply and fare collection Review the capability of the existing depot to stable, maintain and repair the new fleet Identify any gaps, incompleteness or failings in design and/or works scoping and recommend remedial actions, either through extended design or works scoping Review plans for transport interconnectivity for new metro line, both for feeder routes for metro stations and considering fare structure and ticketing systems Review design and tender documents to ensure compatibility with relevant design standards, Health and Safety standards and operational requirements; identify any possible needed additionalities for Project design and/or works contract scoping Recommend to the Bank any complementary measures to optimise the benefits of the proposed investments Prepare a report with a separate detail assessments for each segment of the infrastructure that will include: (i) due diligence assessment, including ridership, system capacity and costing (ii) review of design and tender documents and identification of any design/works gaps, including maintenance systems (iii) recommendations for metro operations-rolling stock supply, transport services integration (feeder routes) and systems interoperability; Asses (i) possibility of implementation delay and cost overrun risks, (ii) strength of EPC contract and (iii) sufficiency of supplier’s experience and creditworthiness Encourage the Company to engage into the international benchmarking group that provides a confidential forum for metros in different countries to share experiences, compare performance, and identify best practices Identify approach to establish restructuring measures (key performance indicators for the maintenance unit: i.e. cost reduction and operational performance improvements) to be covenanted for the metro operator. Task 2: Financial and Economic Analysis The Consultant will prepare a financial and economic analysis of the proposed investment, which should include the following: the updated implementation plan including works schedule, rolling stock procurement and commissioning and O&M period operational projections (including demand projections) clearly showing how the Company’s operations will develop in future; a detailed analysis of cost savings and benefits to the Company (e.g. maintenance costs, materials, energy costs, etc.) for each Project component as a result of Project implementation; a financial model for a period of 15 years from 2019 including affordable fare assumptions; calculation of the Financial Internal Rate of Return (“FIRR”) of the proposed Project, and provide assumptions and justifications; calculation of the Economic Internal Rate of Return (“EIRR”) of the proposed Project and provide assumptions and justifications; and OFFICIAL USE 3 OFFICIAL USE Terms of Reference assessment of the affordability of proposed fare levels for customers, particularly mid and low level income households and other vulnerable