4.1 In these Guidelines, unless there is anything repugnant in the subject or context:
(i) "Addenda" or "Addendum" means a document which will form an integral part of the RFQ, RFP or IFB (as applicable) issued by the Contracting Authority prior to the Due Date and which will supplement the documents and schedules in the RFQ, RFP or IFB (as applicable).
(ii) "Applicable Line Ministry" means the ministry of the People's Republic of Bangladesh which is mandated under the Rules of Business for the delivery of goods and services on a PPP basis.
(iii) "Applicant" means the entity or a Consortium who submitted an Application in response to the Request for Qualification ("RFQ") document. The term Applicant used herein shall apply to both a single entity and a Consortium.
(iv) "Application" means the application that contains the requirements of the RFQ document which is submitted by the Applicants in order to be pre-qualified and thereafter shortlisted for the PPP Project.
(v) "Approval and Award Phase" means the fourth phase in the process for the selection of a Private Partner for the delivery of a PPP Project and which has been described in more detail in Chapter V of these Guidelines.
(vi) "BAFO" means Best And Final Offer.
(vii) "BDT" means Bangladeshi Taka.
(viii) "Bid" means the Bidder's written offer based on the covenants, terms and conditions as contained in the IFB for the PPP Project. This includes the Technical Bid and the Financial Bid.
(ix) "Bidder" means the entity or Consortium of more than one entity who submits a Bid in response to the IFB. The term Bidder used herein shall apply to both a single entity and a Consortium.
(x) "Bidding Phase" means the third phase in the process for the selection of a Private Partner for the delivery of a PPP Project and which has been described in more detail in Chapter IV of these Guidelines.
(xi) "Bid Security" means the bid security of the amount specified in the RFP or IFB document (as applicable).
(xii) "Board of Governors" means the board of governors of the PPP Authority as detailed in Section 7 of the PPP Act.
(xiii) "CCEA" means Cabinet Committee on Economic Affairs as defined in the PPP Act.
(xiv) "Consortium" means a group of entities coming together to submit an Application, Proposal or Bid (as applicable) and shall include a Lead Member and up to 4 (four) Non-Lead Members.
(xv) "Consortium Member" means a member of a Consortium (including both Lead Member and Non-Lead Members).
(xvi) "Contracting Authority" means a line ministry or division; or any office or directorate or corporation or statutory organization or local government or any similar organization under the line ministry or its division; or the PPP Authority, in the event that the PPP Authority is given the duty to carry out the functions from the time of taking up/initiating a PPP Project up until the execution of the PPP Contract and which proposes to enter into a PPP Contract or other contractual agreement with the Preferred Bidder and/or the Project Company.
(xvii) "Corrigenda" or "Corrigendum" means a document issued prior to the Due Date by the Contracting Authority to correct any errors and which will form an integral part of the RFQ, RFP or IFB (as applicable).
(xviii) "Data Room" means an online virtual data room providing certain information and documents relevant to the PPP Project.
(xix) "Day" means calendar day. For the purpose of this definition, if something becomes due or needs to be done on a day that is a non-working day, it shall be deemed to have become due or be required to be done on the immediately following working-day.
(xx) "Development Phase" means the second phase in the process for the selection of a Private Partner for the delivery of a PPP Project and which has been described in more detail in Chapter III of these Guidelines.
(xxi) "Due Date" means the date specified in the RFQ, RFP or IFB (as applicable) for the submission of the Applications, Proposals or Bids, as the case may be, including any extensions thereof.
(xxii) "Evaluation Committee" means a committee constituted under Guideline 37 herein below to evaluate the Applications, Proposals or Bids (as applicable).
(xxiii) "External Member" means any member of the Evaluation Committee who is not from the Applicable Line Ministry or the Contracting Authority.
(xxiv) "Final Approval" means the approval provided by the CCEA for the Contracting Authority to enter into a contract with the Preferred Bidder and/or the Project Company, as the case may be.
(xxv) "Financial Bid" means the financial bid submitted by a Bidder in order to meet the financial criteria stipulated in the IFB.
(xxvi) "Financial Proposal" means the financial proposal submitted by a Shortlisted Bidder in order to meet the financial criteria stipulated in the RFP.
(xxvii) "Government" means the government of the People's Republic of Bangladesh.
(xxviii) "Guidelines" means these Procurement Guidelines for PPP Projects, 2016.
(xxix) "Head of the Contracting Authority" or "HOCA" means the chairman, the head or the chief executive officer, by whatever designation called, of the Contracting Authority.
(xxx) "Identification Phase" means the first phase in the process for the selection of a Private Partner for the delivery of a PPP Project and which has been described in more detail in Chapter II of these Guidelines.
(xxxi) "IFB" means the Invitation for Bid issued by the Contracting Authority to request information from prospective Bidders participating in the bidding process for a PPP Project, and it refers to the document which contains the detailed information and instructions required to submit a Bid. This is applicable only in case of a single-stage bidding process.
(xxxii) "In-Principle Approval" means the initial approval provided by the CCEA to select a Project for development on a PPP basis.
(xxxiii) "Interested Investors" means those individuals or entities who have previously registered their interest with the PPP Authority for being informed about upcoming PPP Projects.
(xxxiv) "Lead Member" with respect to a Consortium means the Consortium Member:
a) who has entered into an agreement with the remaining Consortium Members to have at least 26% equity shareholding in the Project Company;
b) who is or will be the largest shareholder in the Project Company; and
c) who is authorized by all other Consortium Members to be responsible for the bidding process on behalf of the Consortium.
(xxxv) "LoA" means letter of award.
(xxxvi) "Non-Lead Member" means a Consortium Member who has entered into an agreement with the remaining Consortium Members to subscribe to at least 10% of the equity in the Project Company.
(xxxvii) "Opening Committee" means a committee constituted under Guideline 35 herein below to open the Applications, Proposals or Bids (as applicable).
(xxxviii) "PPP" means Public Private Partnership.
(xxxix) "PPP Act" means the Bangladesh Public-Private Partnership Act, 2015.
(xl) "PPP Authority" means the Public Private Partnership Authority established under the PPP Act.
(xli) "PPP Contract" means the contract signed between the Contracting Authority and the Preferred Bidder and/or the Project Company, as the case may be, for implementation of the PPP Project.
(xlii) "PPP Project" means any public sector Project which will be implemented through a PPP basis.
(xliii) "PPP Project Proposal" means the proposal for a Project to be delivered on a PPP basis.
(xliv) "Pre-Application Meeting" means the meeting held with the Registered Entities in relation to the RFQ.
(xlv) "Pre-Bid Meeting" means the meeting held with the Registered Entities in relation to the IFB.
(xlvi) "Preferred Bidder" means the Shortlisted Bidder or Bidder (as applicable) chosen by the Contracting Authority following evaluation of the Proposals submitted in response to the RFP or Bids submitted in response to the IFB (as applicable) based on the pre-established evaluation criteria.
(xlvii) "Pre-Proposal Meeting" means the meeting held with the Shortlisted Bidders in relation to the RFP.
(xlviii) "Pre-Qualified Bidder" means an Applicant who has submitted an Application and has been pre-qualified by the Contracting Authority in order to be considered for shortlisting for the RFP Stage of the bidding process.
(xlix) "Private Partner" means the Preferred Bidder who has entered into the PPP Contract with the Contracting Authority and who has formed or will form the Project Company for implementation of the PPP Project.
(l) "Project" means any such actions or program or a combination of both by means of which the following plan or work is taken up for implementation:
a) construction and/or operation of any new infrastructure or a plan to construct and/or operate any new infrastructure;
b) plan to reconstruct1 any existing infrastructure;
c) plan to carry out the work specified in Sub-guideline (a) and (b) both; or
d) deliver any such goods or services which are not related to any infrastructure facility.
(li) "Project Company" means the special purpose company duly incorporated under the applicable laws of Bangladesh, either by the Preferred Bidder prior to execution of the PPP Contract or the Private Partner after execution of the PPP Contract (as applicable) for delivery of the PPP Project.
(lii) "Project Delivery Team" means a team of one or more members who together are responsible for the development and delivery of the PPP Project and is led by the Project Director.
(liii) "Project Director" means the nominated individual who is the head of the Project Development Team and is responsible for the development and delivery of the PPP Project.
(liv) "Proposal" means the Shortlisted Bidder's written offer based on the covenants, terms and conditions as contained in the RFP for the PPP Project. This includes the Technical Proposal and the Financial Proposal.
(lv) "Quorum" means at least 3 (three) members in a 5 (five) member Evaluation Committee or at least 4 (four) members in a 7 (seven) member Evaluation Committee.
(lvi) "Registered Entities" means interested parties registered as stipulated in Guideline 18 herein below.
(lvii) "Review Panel" means a panel of specialists constituted under Guideline 51 herein below.
(lviii) "RFP" or "Request for Proposal" means the Request for Proposal document issued by the Contracting Authority to request information from Shortlisted Bidders participating in the bidding process for a PPP Project, and it refers to the document which contains the detailed information and instructions required to submit a Proposal.
(lix) "RFP Stage" means the stage of the bidding process where the Shortlisted Bidders submit their Proposals in response to the RFP in order to be selected as the Preferred Bidder to execute the PPP Project. This shall be applicable only in case of a two-stage bidding process.
(lx) "RFQ" or "Request for Qualification" means the Request for Qualification document issued by the Contracting Authority to request prescribed information from prospective Applicants participating in the pre-qualification proceedings for a PPP Project, and it refers to the document which contains the detailed information and instructions required to submit an Application.
(lxi) "RFQ Stage" means the stage of the bidding process where the Applicants submit their Applications in response to the RFQ in order to be pre-qualified and shortlisted for the RFP Stage of the bidding process. This shall be applicable only in case of a two-stage bidding process.
(lxii) "Rules of Business" means the Rules of Business, 1996 issued by the Government.
(lxiii) "Scheduled Bank" means a bank for the time being included in the list of banks maintained under Sub-clause (a) of Clause (2) of Article 37 of the Bangladesh Bank Order, 1972.
(lxiv) "Shortlisted Bidder" means an Applicant who has submitted an Application and has been pre-qualified and shortlisted by the Contracting Authority at the end of the RFQ Stage of the bidding process.
(lxv) "Technical Bid" means the technical bid submitted by a Bidder in order to meet the technical criteria stipulated in the IFB.
(lxvi) "Technical Proposal" means the technical proposal submitted by a Shortlisted Bidder in order to meet the technical criteria stipulated in the RFP.
(lxvii) "Tied Bids" means a situation where more than one Bidder has achieved the same highest score upon completion of the evaluation of their Bids.
(lxviii) "Tied Proposals" means a situation where more than one Shortlisted Bidder has achieved the same highest score upon completion of the evaluation of their Proposals.
(lxix) "Unsolicited Proposal" means unsolicited proposal as defined in the Guidelines for Implementation of Unsolicited Proposals, 2016.
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1 The term "reconstruct" also includes re-creation, rehabilitation, modernization, reformation, expansion, enhancement, alteration or management of any existing infrastructure.