Circular No. 86/2015/TT-BGTVT dated December 31, 2015 of the Ministry of Transport detailing investment fields and contents of feasibility study reports of investment projects in the form of public-private partnership in the transport sector

CIRCULAR

Detailing investment fields and contents of feasibility study reports of investment projects in the form of public-private partnership in the transport sector[1]

Pursuant to Construction Law No. 50/2014/QH13 of June 18, 2014;

Pursuant to Investment Law No. 67/2014/QH13 of November 26, 2014;

Pursuant to the Government’s Decree No. 15/2015/ND-CP of February 14, 2015, on investment in the form of public-private partnership;

Pursuant to the Government’s Decree No. 107/2012/ND-CP of December 20, 2012, defining the functions, tasks, powers and organizational structure of the Ministry of Transport;

At the proposal of the Director - Head of the Investment Management Board for Public-Private Partnership Projects,

The Minister of Transport promulgates the Circular detailing investment fields and contents of feasibility study reports of investment projects in the form of public-private partnership in the transport sector.

Chapter 1

GENERAL PROVISIONS

Article 1.Scope of regulation

This Circular details investment fields and contents of feasibility study reports of investment projects in the form of public-private partnership in the transport sector.

Article 2.Subjects of application

This Circular applies to agencies, organizations and individuals involved in the implementation of investment projects in the form of public-private partnership (below referred to as the PPP form) in the transport sector.

Article 3.General provisions on feasibility study reports

1. A feasibility study report of an investment project in the PPP form must comprise the principal contents prescribed in Clause 1, Article 25 of Decree No. 15/2015/ND-CP of February 14, 2015, on investment in the form of public-private partnership (below referred to as Decree No. 15/2015/ND-CP), and contents prescribed in this Circular.

2. For projects having construction components, a feasibility study report must contain a base design prescribed in Clause 1, Article 54 of Construction Law No. 50/2014/QH13.

3. Based on objectives, nature and specific conditions of each project, related parties may agree on contents other than required conditions but compliant with Decree No. 15/2015/ND-CP, this Circular and relevant regulations.

4. Other project contents and financial plan of a feasibility study report of an investment project in the PPP form implemented under a build-transfer contract must comply with Decree No. 15/2015/ND-CP and relevant regulations.

Chapter 2

INVESTMENT FIELDS

Article 4.Investment in construction of transport infrastructure facilities

Projects on construction and renovation of transport infrastructure facilities include:

1. Roads

a/ Road facilities: roads, bridges, tunnels, ferry landings;

b/ Car terminals, parking lots, stopovers.

2. Railways

a/ Railways, railway bridges, railway tunnels, railway stations;

b/ System of railway signs.

3. Inland waterways: navigable channels; ship locks; ports, inland wharves.

4. Maritime: piers, warehouses, storing yards, seaport navigable channels.

5. Aviation

a/ Airports, airfields;

b/ Air terminals; cargo warehouses and storing yards; car parks.

6. Other projects on construction and renovation of transport infrastructure facilities specified in Clause 1, Article 4 of Decree No. 15/2015/ND-CP shall be implemented under specific decisions of the Minister of Transport.

Article 5.Operation and use of transport infrastructure facilities

1. Projects on operation, commercial operation and management of transport infrastructure facilities.

2. Projects on provision of equipment and public services in the transport sector.

Chapter 3

CONTENTS OF FEASIBILITY STUDY REPORTS

Article 6.Grounds formaking feasibility study reports

1. Legal documents serving as grounds for making feasibility study reports.

2. Decisions approving sectoral or regional development master plans and plans and local socio-economic development plans relevant to projects; competent authorities’ decisions and documents on formulation, appraisal and approval of project proposals, and other relevant legal documents.

3. Documents of reference in the course of study and making of feasibility study reports.

Article 7.Necessity andobjectives of investment

1. General context of the socio-economic development of the country and the locality where the work or project is located; general assessment of the transport development relating to the project; impacts on the project implementation.

2. Analysis of the necessity of project investment, social demand and satisfaction by the work of the travel and passenger and cargo transportation demands, specifically:

a/ Demand satisfaction level of the work before and after the project investment is made; potential and benefits brought about by the project which serve as a basis for determination of demand, time and size of project investment;

b/ The demand for use of works and services of the project which must be analyzed and forecast in a scientific manner, with forecast results based on the distribution of demands for all modes of transportation in the whole network (if any); input data, grounds and calculation results in different scenarios shall be presented in detail (the detailed dossier of demand forecast shall be enclosed with the feasibility study report);

c/ Details of the actual state of the work and issues to be solved in the project; related works and projects; analysis of impacts of other projects on the implementation of the project and vice versa in the project area.

3. Objectives of investment in the project include:

a/ General objectives: benefits brought about by the project for the national and local socio-economic development; contributions of the project to the achievement of the general objectives of the transport sector and the whole country;

b/ Specific objectives: specific and quantifiable targets (in terms of quantity, quality and time); explanation of issues which are addressed, number of subjects satisfied with services provided by the project, and other specific objectives.

Article 8.Advantages of investment in projects in the PPP form

1. To explain the advantages of investment in projects in the PPP form (including study to change the form of investment in projects funded with public investment capital sources), clearly analyzing the advantages of capital source, capital retrieval, economic efficiency and possibility of risk transfer among related parties.

2. To fully present the limitations of investment in projects in the PPP form compared to other forms of investment, including capacity of project implementation management of related parties; complexity of the elaboration and implementation of project contract terms and clauses.

3. For projects proposed by investors, feasibility study reports must clearly analyze the advantages of capital sources, capital allocation capacity of investors; management capacity and experience of investors; capital retrieval, investment efficiency and risk tolerance.

Article 9.Conformity of projects with development master plans and plans

1. To explain the conformity of projects with local, regional and national transport development master plans and plans and local socio-economic development plans; level of conformity with approved master plans in case of investment phasing or limitation on technical standards.

2. To explain the suitability of projects with the investment fields specified in Articles 4 and 5 of this Circular; for projects not in the specified investment fields, approval decisions of competent state agencies are required.

3. To explain the satisfaction by projects of the conditions prescribed at Points c, d and dd, Clause 1, Article 15 of Decree No. 15/2015/ND-CP.

4. When necessary to limit technical standards or phase out investment in order to reduce the complexity of projects, increase the feasibility and attractiveness of projects, to make detailed explanations based on the size of the projects and general plans on project implementation in order to analyze difficulties in the project implementation.

Article 10.Project size, implementation location and demand for use of natural resources

1. Scientific bases for determining investment size, technical grade of project works suitable to the use demand and regulations and standards promulgated by competent authorities; project investment phases and limitations on technical standards (if any).

2. Project implementation location: project location and scope (starting point, ending point and control points); main landmarks on the project implementation location.

3. Land use demand: the scope (boundary) of land use for project ground allocation; total land area occupied by the project (temporary occupation, permanent occupation), classification of land plots according to current land use purposes for use as a basis for determining compensations and ground clearance plans.

4. Natural resource use demand based on collection of data and assessment of natural resources in the project location; usability of natural resources as construction materials (reserves and quality) and feasibility of natural resource exploitation.

Article 11.Natural conditions in construction sites and actual state of works

1. Natural conditions: To present in detail natural conditions in construction sites, and assess impacts of natural conditions on the construction of  works or projects based on collected data.

2. To assess actual state of works based on the technical criteria upon making project investment; specific state of works and level of satisfaction of the operation requirements; usability of (the whole or part) of existing works.

3. To assess the actual state of works and valuate remaining assets of transport infrastructure facilities under current regulations for projects implemented under operate-manage (O&M) contracts.

Article 12.Explanation of techniques, technologies and major solutions

1. To clearly explain the list of principal technical regulations and standards applicable to the project, and principal technical specifications.

2. To present construction locations, directions, list, sizes, types and grades of works suitable to the scope of investment, technical standards and grades of project works; necessity to limit technical factors (if any); technical analysis of investment phasing (if any).

3. To explain in detail investment contents, major technical solutions, technological and technical plans and equipment selected for each work item (paying attention to the usability of and connection with existing works); architectural solutions, site plan, cross-sections and elevations of works, and dimensions of main structures of construction works, especially for work items or projects with new scientific and technological applications and modern technological lines. When applying new technical, technological and material solutions, to explain and clarify the possibility of satisfaction of requirements of the national technical regulations and relevant regulations.

4. A feasibility study report must include calculation sheets for main load-bearing structures or application of new structures; econo-technical calculations and comparisons in the selection of technical plans and design solutions to select the optimal plan.

5. Explanations about related technical infrastructure facilities; plan on connection of technical infrastructure facilities inside and outside works; solutions to ensure fire and explosion prevention and fighting, traffic safety, environmental sanitation and occupational safety.

Article 13.Project schedule and project contract implementation duration

1. To present a general plan on project implementation (scheduling the project implementation), specifying time of commencing and time of completing main jobs of the project, including making of the feasibility study report, approval of project investment, bidding for investor selection, signing of the project contract, construction stage, operation stage, time limit for transfer, and other time limits (if any). The plan must suit the reality to ensure the progress of project implementation.

2. For projects having construction components: to make a general construction schedule o based on the construction volume, topographic and geological conditions and weather characteristics of the project location so as to determine the project implementation duration, calculate costs and allocate investment capital.

3. Project commercial operation duration is determined from the date project works are commissioned or handed over from the management agency (for projects implemented under O&M contracts) to the date of expiration of the project commercial operation duration according to the financial plan. This duration must be counted in days.

Article 14.Ground clearance and resettlement

1. Ground clearance and resettlement plan must conform to the land use demand prescribed in Clause 3, Article 10 of this Circular, comply with state regulations on land recovery, compensation, resettlement support and other current regulations, including:

a/ Scope of ground clearance in different cases;

b/ Plan on performance of ground clearance, payment of compensations and provision of resettlement support (clearly differentiating dispersed resettlement from concentrated resettlement). For concentrated resettlement, to determine the location and construction size of the resettlement area, and expenses for covering resettlement cost differences (if any);

c/ Funds for implementation: tentative plan on payment of compensations in conformity with the implementation plan to serve as a basis for making the capital plan and determining loan interests;

d/ Assessment of impacts of the ground clearance and resettlement and recommendation of solutions to mitigate these impacts; in case of necessity, surveys and community consultation shall be conducted to make an appropriate implementation plan.

2. General plan on ground clearance and resettlement shall be approved in writing by a local competent authority (provincial-level People’s Committee or an authorized agency) of the locality where the project is located.

3. Contents of plans on ground clearance and resettlement must comply with the Government’s Decree No. 47/2014/ND-CP of May 15, 2014, on payment of compensations, provision of support and resettlement, and other relevant regulations.

Article 15.Total investment level, total investment capital and financial plans

1. Total investment level shall be fully determined, ensuring its accuracy in compliance with the law on management of construction costs and Decree No. 15/2015/ND-CP, and calculating and clarifying the following:

a/ The minimum equity, loans and the State’s investment capital in the implementation of the project (if any);

b/ Contingency and loan interest expenses to be paid in the course of construction which shall be determined on the basis of disbursement progress in conformity with the protect implementation progress (cash flow in the project implementation shall be determined).

2. The total investment capital shall be fully determined, ensuring its accuracy in compliance with Decree No. 15/2015/ND-CP and other relevant regulations, and calculating and clarifying the following:

a/ The minimum equity and loans;

b/ The basis for, and necessity of, calculating expenses related to initial working capital for the project operation.

3. A financial plan must present at least the following:

a/ Sufficient bases for identifying parameters of the project financial model; and on that basis, to calculate and assess the financial feasibility and loan-borrowing ability of the project and determine the duration of capital retrieval and profit generation;

b/ Detailed explanation of expenses in the financial model: the total investment capital of the project enclosed with the project financial plan (the plan to mobilize capital for the project), expected interest rate, loan-borrowing conditions and other expenses;

c/ Project revenues: details about prices and charge rates expected to be applied according to the type of the project contract, common prices and charge rates and current regulations, and at the same time based on demand analysis and forecast results prescribed at Point b, Clause 2, Article 7 of this Circular to explain and produce in detail different scenarios on project revenues (at the fundamental, minimum and maximum levels);

d/ To analyze sensitivity appropriate to input factors of the financial model (including analysis in case optimal and minimal financial plans are available);

dd/ To analyze in detail output parameters of the financial model to ensure the ability to get loans of the project, at least including: loan to equity ratio; debt service coverage ratio (DSCR); net profit to minimum equity ratio or equity internal rate of return; financial internal rate of return (FIRR); financial net present value (FNPV) and time of capital recovery.

4. In case a project requires the State’s investment capital to increase its feasibility, to base on the financial model and results of analysis of the financial model of the project to explain in detail the contents related to the State’s investment capital for implementation of such project, including:

a/ The necessity to have the State’s investment capital for implementation of the project;

b/ Determination of the maximum value and capital allocation ability; disbursement method, plan and schedule of the investor;

c/ Such requirements on the State’s investment capital for project implementation as different plans and selected plan, value, proposed instruments, and disbursement and payment mechanisms;

d/ For investment projects in the form of PPP implemented under build-transfer-lease or build-lease-transfer contracts: the State’s investment capital portion which shall be paid to service-providing investors and the annual capital allocation ability.

Article 16.Selection of project contract types

1. Bases for considering the suitability of project contract type which are determined in approved project proposals or for selecting other types of project contract.

2. To analyze strengths and weaknesses of the selected project contract type, from the aspect of division of risks and other factors related to the feasibility of the project implementation.

3. To clearly identify the responsibility of competent state agencies, investors and project enterprises for project implementation (covering engineering, construction, operation and capital allocation).

Article 17.Investment capital, plans and feasibility of capital mobilization

1. Detailed information about project investment capital sources and specific assignment of capital plans for different capital sources (including equity, loans and the State’s support capital) as appropriate to the schedule of project implementation.

2. The assessment of feasibility of the capital mobilization for project implementation; the demand and payment capacity of the market and interest of investors and lenders in the project.

Article 18.Management on project implementation and operation and maintenance of construction works

1. The state competent agencies’ capacity and organizational structure to manage project implementation in each particular stage of project implementation since the making and appraisal of feasibility study reports.

2. Based on the characteristics and specific conditions of each project, to elaborate the Key Performance Indicators (KPI) of transport infrastructure facilities in the course of operation and use to serve as a basis for parties to conduct the project monitoring. Based on specific characteristics of the project, to identify contents that need to be monitored during the project implementation and requirement on meeting such contents so as to identify KPIs related to the project; for each indicator, to clearly state the basis for measuring, units providing information for assessment of such indicator, and the order of monitoring.

3. The management, operation and maintenance of construction works must comply with the Government’s Decree No. 46/2015/ND-CP of May 12, 2015, on quality management and maintenance of construction works; Decree No. 11/2010/ND-CP of February 24, 2010, prescribing the management and protection of road infrastructure facilities; and Decree No. 100/2013/ND-CP of September 3, 2013, amending and supplementing a number of articles of Decree No. 11/2010/ND-CP of February 24, 2010; and other relevant regulations.

Article 19.Analysis of project risks and proposals on investment incentives and assurance

1. To determine major risks of the project and assess impacts on the project in cases where risks occur in order to propose the optimal division of risks to competent state agencies and investors, and at the same time propose measures to minimize risks and responsibility of parties for risks management during the project implementation. These contents shall be tabulated to sum up the project risks, including:

a/ To systematically identify such major risks of the project as legal risks; social risks; environmental risks; engineering, construction and production risks; risks in work construction and completion costs; financial risks; macroeconomic risks; market demand risks; operational risks; contract termination risks and other risks (if any);

b/ To describe major risks of the project and at the same time analyze the possibility of such risks as well as their influence on the project (in terms of cost, implementation progress, design change and capital allocation, etc.); to assess financial impacts on the project in case risks occur, and in case of necessity, to experiment different plans in the financial model to assess such impacts;

c/ Based on specific technical, economic and financial conditions of the project, the financial analysis results must assess impacts of risks on the project as well as costs and advantages of measures to minimize risks. A feasibility study report must clarify the expected division of risks and responsibility of parties to manage risks during the project implementation; and propose specific supports of competent state agencies and mechanism of risk sharing between competent state agencies and investors.

2. Based on the assessment of project risks and current financial market developments in the country and the world, to explain in detail proposals on the Government’s investment incentives and investment guarantee and assurance forms specified in Chapter IX of Decree No. 15/2015/ND-CP, and accompanying requirements as well as necessary contingency obligations during the project implementation.

3. To explain in detail handling plans in case the actual revenues of the project are much different from estimated revenues, and  forecasts for shortening the duration of capital retrieval through charge collection.

Article 20.Socio-economic efficiency and impacts of projects

1. To generally determine the cost and benefit factors of the project (including benefit factors that can and cannot be quantified). On that basis, to analyze socio-economic benefits of the project, including: qualitative assessment on major impacts of the project that cannot be quantified or can be quantified but cannot be presented in the monetary form and clearly quantify impacts that can be monetarily quantified; calculation, quantification and analysis of users’ benefits in the case of project presence (covering charge payment) and the case of project absence, and assessment of socio-economic benefit indicators of the project. Calculation results must at least bring out the following parameters:

a/ Economic net present value (ENPV);

b/ Economic internal rate of return (EIRR);

c/ Economic benefit to cost ratio (EBCR).

2. Environmental impacts of the project: The feasibility study report must include an environmental impact assessment report made, appraised and approved in accordance with the law on environment.

3. Social impacts of the project: The feasibility study report must explain factors that exert impacts on the society in the course of project implementation, such as resettlement support, gender equality, labor, etc., in compliance with current regulations.

4. Other impacts: The feasibility study report must explain factors that exert impacts on national defense and security and other impacts (if any) of the project in the course of implementation.

Article 21.Conclusions and recommendations

1. In the section of conclusions, to briefly present the principal contents of the project’s feasibility study report, at least including:

a/ Project name; name of the competent state agency; name of the project-preparing unit or proposing investor;

b/ Project implementation location and land use area (if any);

c/ Size of project and principal technical standards;

d/ Total investment capital and level (clarification of the State’s support capital, if any);

dd/ Type of project contract and time of project contract (expected schedule of project implementation and operation and use duration);

e/ Financial targets of the project (input and output parameters);

g/ Other contents.

2. In the section of recommendations, to make recommendations and proposals (if any).

Article 22.Other contents

In addition to the above contents, a feasibility study report must include contents prescribed by law and related technical regulations and standards.

Chapter IV

ORGANIZATION OF IMPLEMENTATION

Article 23.Effect

This Circular takes effect on February 15, 2016.

Article 24.Organization of implementation

1. The Director of the Office, the Chief Inspector, directors, the General Director of the Directorate for Roads of Vietnam and directors of project management units of the Ministry of Transport, heads of related agencies and units, and related individuals shall implement this Circular.

2. Heads of agencies and units shall organize the implementation of this Circular and propose types of investment projects in the PPP form suitable to their operations.

3. Any problems arising in the course of implementation should be reported to the Ministry of Transport for timely guidance.-

Minister of Transport
DINH LA THANG