Technical Assistance Report

Project Number: 52167-001 June 2020

Transaction Technical Assistance

Turkmenistan-Afghanistan-Pakistan-India (TAPI)

Gas Pipeline Project (Phase 1) This document is being disclosed to the public in accordance with ADB’s Access to Information Policy. In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgements as to the legal or other status of any territory or area.

ABBREVIATIONS

ADB AGE

– –

Asian Development Bank Afghan Gas Enterprise

CPS – country partnership strategy DRA ECA EPC FEED GAIL

– – – – –

deferred revenue account export credit agency engineering, procurement and construction front end engineering design GAIL (India) Limited

GPC ISGS LNG PCG

– – – –

Galkynysh Pipeline Company Inter State Gas Systems (Private) Limited (Pakistan) liquified natural gas partial credit guarantee

SPS – Safeguard Policy Statement TA – technical assistance TAPI – Turkmenistan-Afghanistan-Pakistan-India TPCL – TAPI Pipeline Company Limited Turkmengaz TVEB

– –

State Concern <<Turkmengas>> State Bank for Foreign Economic Affairs of Turkmenistan

NOTE

(i) In this report, “$” refers to United States dollars.

Vice-President Shixin Chen, Operations Group 1 Director General Werner Liepach, Central and West Asia Department (CWRD) Director Team leader

Ashok Bhargava, Energy Division (CWEN), CWRD Roland Pladet, Principal Finance Specialist, CWEN, CWRD

Team members Asad Aleem, Principal Energy Specialist, CWEN1, CWRD Michael Beauchamp, Principal Social Development Specialist (Safeguards), Portfolio, Results, Safeguards and Gender Unit (CWOD-PSG), CWRD Serdar Charyyev, Senior Country Coordination Officer, Turkmenistan Resident Mission, CWRD David Elzinga, Senior Energy Specialist, Energy SG, Sustainable Development and Climate Change Department (SDCC) Luke Fochtman, Procurement Specialist, Procurement Division 1 (PFP1), Procurement, Portfolio and Financial Management Department (PPFD) Len George, Senior Energy Specialist, Energy Division, South Asia Department Glen Harris, Senior Procurement Specialist, PFP1, PPFD Kelly Hewitt, Principal Energy Specialist, CWEN, CWRD Alexander Jett, Senior Investment Specialist (Guarantees), Guarantees and Syndications Unit (OPSD-GSU), Private Sector Operations Department (PSOD) Dmitry Kabrelyan, Senior Public-Private Partnership Specialist, Office of the Director General, CWRD Tarang Khimasia, Principal Investment Specialist, OPSD-GSU, PSOD Ursula Lagan, Counsel, Office of the General Counsel (OGC) Duncan Lang, Senior Environment Specialist, Safeguards Division (SDSS), SDCC Catherine Marsh, Assistant General Counsel, OGC Akmal Nartayev, Senior Financial Management Specialist, PFFM, PPFD Irina Novikova, Senior Social Development Specialist (Safeguards), SDSS, SDCC Bart Raemaekers, Advisor, PSOD and Head, OPSD-GSU Patricia Rhee, Principal Counsel, OGC Francesco Ricciardi, Environmental Specialist, SDSS, SDCC Elena S. Roces, Project Analyst, CWEN, CWRD Mary Alice Rosero, Social Development Specialist (Gender and Development), CWOD-PSG, CWRD Syed Asim Ali Sabzwari, Environment Specialist, CWOD-PSG, CWRD Aida Satylganova, Social Development Specialist (Resettlement), CWOD-PSG, CWRD Yukihiro Shibuya, Social Development Specialist (Safeguards), CWOD-PSG2, CWRD Michelle Tan, Associate Project Officer, CWEN, CWRD Noriza Torio, Operations Assistant, CWEN, CWRD

Peer reviewer

Yongping Zhai, Chief of Energy Sector Group, SDCC

In preparing any country program or strategy, financing any project, or by making any designation of or reference to a particular territory or geographic area in this document, the Asian Development Bank does not intend to make any judgments as to the legal or other status of any territory or area.

1 Outposted to the Pakistan Resident Mission 2 Outposted to the Pakistan Resident Mission

CONTENTS Page

TRANSACTION TECHNICAL ASSISTANCE AT A GLANCE

I. THE ENSUING PROJECT 1

II. THE TECHNICAL ASSISTANCE 2

A. Justification 2

B. Outputs and Activities 3

C. Cost and Financing 3

D. Implementation Arrangements 3

APPENDIXES

1. Cost Estimates and Financing Plan 5

2. List of Linked Documents 6

TRANSACTION TECHNICAL ASSISTANCE AT A GLANCE

I. THE ENSUING PROJECT 1. The governments of Afghanistan, Pakistan and Turkmenistan have each requested the Asian Development Bank (ADB) financing support for phase 1 of the Turkmenistan-Afghanistan-Pakistan-India (TAPI) gas pipeline (the “project”).1 In addition, the Government of Turkmenistan has requested ADB to provide a partial credit guarantee (PCG) in support to the project.2 The pipeline will extend approximately 1,600 kilometers (km), from the Turkmenistan-Afghanistan border to the Pakistan-India border. At full design capacity, the 56-inch TAPI pipeline can transport up to 33 billion cubic meters (bcm) of natural gas per year from Turkmenistan to Afghanistan, Pakistan, and India over a commercial operations period of 30 years.

2. The project comprises the design, procurement, installation and operation of the pipeline and related facilities (without compressor stations in Phase 1) within Afghanistan and Pakistan. Concurrently, State Concern <<Turkmengas>> (Turkmengaz) makes use of its own resources (including financing secured from the Islamic Development Bank) to implement within Turkmenistan: (i) the appropriation of a dedicated portion of the Galkynysh gas field; (ii) the installation of approximately 200 km of upstream pipeline connecting the Galkynysh gas field with the project at the Turkmenistan-Afghanistan border; and (iii) the construction of one or more compressor stations.3 Similarly, GAIL (India) Limited (GAIL) will use its resources to implement within India the installation of approximately 10 km of downstream pipeline connecting the project at the Pakistan-India border with GAIL’s existing gas network terminus in Fazilka. Once phase 1 is completed, the Project is expected to transmit annually about one third (i.e. 11 bcm of gas) of the TAPI pipeline’s design capacity.4

3. The estimated total Project cost (defined in paragraph 1) is $7.7 billion. The TAPI Pipeline Company Limited (TPCL) has indicated that a debt-to-equity gearing ratio of 70/30 is likely to be accepted by potential financiers. On this basis, TPCL will have to raise up to $5.4 billion in debt financing. Besides export credit agency (ECA) - backed financing, TPCL may have to source supplemental financing from other (commercial) financiers due to national content eligibility and risk absorbing capacity or appetite constraints. For example, ECAs of member countries of the Organization for Economic Cooperation and Development typically require 15% minimum down-payment for ECA-supported contracts to be sourced from TPCL’s own means and/or other (commercial) financiers.

4. ADB is considering the provision of $300 million and $100 million in loans from ADB’s ordinary capital resources (OCR) to Turkmenistan and Pakistan, respectively, as well as a $100 million grant to Afghanistan, out of which $70 million are sourced from the Asian Development Fund (ADF) – special operations, and $30 million from yet to be determined donor co-financing (collectively hereinafter referred to as “ADB Sovereign Financing”). The proceeds of the ADB Sovereign Financing will be made available to the Galkynysh Pipeline Company (GPC) (via Turkmengaz), with Afghan Gas Enterprise (AGE) and Inter State Gas Systems (Private) Limited (Pakistan) (ISGS) will partly fund their respective equity contributions to TPCL.5 Based on an estimated total project cost of $7.7 billion, Turkmengaz (via GPC) will have to provide an additional

1 The Government of India, through GAIL (India) Limited (GAIL), will use its own resources to finance the India section

of the TAPI pipeline. 2 The TA related ensuing project is included in the country operational business plans (COBPs), 2020-2022 for

Turkmenistan, Afghanistan and Pakistan. 3 The estimated cost of these upstream facilities in Turkmenistan amounts to approximately $10 billion. 4 During phase 2, to be implemented after phase 1 is operational, six compressor stations would be constructed, so that the TAPI pipeline could then transmit its original design capacity of 33 bcm of gas per annum. 5 Proceeds of ADB’s financing support are to be used solely for the re-procured engineering, procurement and

construction (EPC) contract for Afghanistan.

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$1,675 million to contribute its remaining share in TPCL’s equity. While AGE and ISGS will have to pay an additional $16 million each for their remaining equity stakes in TPCL, GAIL’s overall equity contribution to TPCL amounts to $116 million. Equity contributions will probably be disbursed concurrently to maintain shareholding percentages at all times. Specific details will be determined later in accordance with the negotiated financing structure and terms as equity contributions may be made pro rata with debt or may need to be made upfront. No portion of the ADB Sovereign Financing may be disbursed unless all amounts of equity and debt required for the project have been fully committed and are available.

5. ADB is also considering the provision of a partial credit guarantee (PCG) covering up to $500 million in loan principal amounts payable under a commercial loan to the State Bank for Foreign Economic Affairs of Turkmenistan (TVEB). Proceeds of such commercial loan of up to $617 million are to be on-lent by TVEB to TPCL and backed by a sovereign counter-guarantee and indemnity agreement (CGIA) entered into by ADB and the Republic of Turkmenistan.6 The PCG would help mobilize commercial financing that may not otherwise be available for the project. In order to achieve ADB’s objective of obtaining leverage (lower ADB’s guaranteed percentage), ADB will seek to supplement its cover with cover from third parties acceptable to project lenders. The exact risk participation amounts by third parties will be determined through consultations with the market.

6. The project is being prepared by the TPCL, an entity established and owned by the state gas companies of Turkmenistan, Afghanistan, Pakistan, and India to develop, construct, own and operate the TAPI pipeline in Afghanistan and Pakistan. TPCL has (i) commissioned and received a front-end engineering design (FEED) report, prepared largely on a desktop basis; and (ii) invited and received bids for the supply of the Project’s pipeline and valves, and for engineering, procurement and construction (EPC) contracts for constructing the pipeline in Afghanistan and Pakistan. Given the issues identified by ADB in the procurement process conducted by TPCL to date, TPCL has agreed to re-procure the EPC contract for the project sections in Afghanistan. Proceeds of ADB’s financing instruments are to be applied solely to eligible expenditures under the re-procured EPC contract for Afghanistan.

II. THE TECHNICAL ASSISTANCE A. Justification 7. The proposed transaction technical assistance (TA)7 will undertake due diligence of the project as prepared by TPCL to ensure that it complies in all necessary aspects to be suitable for ADB financing. 8. The TA, as described herein, is considered sufficient to undertake an acceptable level of due diligence of the project at its present status, for the period up to approval of the ADB financing for the project. However, since TPCL cannot provide detailed design for the project’s EPC contracts until they have been awarded and the contractors have completed the detailed design of the project, additional TA resources will be necessary in future. It is intended that these resources would be provided through another TA processed with the ADB financing of the project.

6 PSOD’s Guarantees and Syndication Unit will assist CWRD with the structuring, negotiation and execution of the

PCG transaction, receiving formal recognition for its support in processing this PCG. Once executed, PSOD will also remain involved in the monitoring of the correct calculations and timely payment of the guarantee and commitment fees payable to ADB under the PCG, as well as in the handling of any potential demands made thereunder.

7 Upon approval of the TAPI project concept paper, the TA will be published in the business opportunities section in ADB’s website.

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This additional TA would also provide resources for the ongoing monitoring of TPCL’s implementation of the agreed safeguards activities throughout project construction. B. Outputs and Activities 9. The principal activities under the proposed TA will be: (i) comprehensive technical due diligence of the preliminary design and technical specifications of the project as presented in the FEED and included in the bidding documentation; (ii) comprehensive review of the economic and financial analyses prepared by TPCL for the project following ADB’s standard requirements for such analyses; (iii) comprehensive review of the safeguards documentation prepared by TPCL for the project to ensure compliance with ADB’s Safeguard Policy Statement (2009) requirements; and (iv) assessment of financial management capabilities of TPCL following ADB’s standard requirements. 10. The outputs of the TA will be due diligence assessments of the technical, implementation, economic, financial, legal8, environmental, social/resettlement, and other critical aspects of the Project, as inputs into ADB’s processing of its proposed financing for the project. These assessments will include a gap analysis or similar review that identifies the deficiencies or risks in the Project’s design and implementation arrangements, from ADB’s perspective, and will suggest how these deficiencies could be addressed and risks mitigated. C. Cost and Financing 11. The TA is estimated to cost $2.15 million, of which (i) $600,000 will be financed on a grant basis by ADB’s Technical Assistance Special Fund (TASF-6); (ii) $150,000 by ADB’s TASF-other sources; and (iii) $1.4 million will be financed by the existing TAPI deferred revenue account (DRA).9 The DRA is part of OCR and can be used by recognizing it as “Revenue” in OCR with a corresponding “Expense” for each eligible cost item (e.g. consultant fees) incurred in relation to the TA contracts. The DRA funds will be used first before using TASF. The key expenditure items are listed in Appendix 1.

12. The governments of Turkmenistan, Afghanistan, and Pakistan will provide required documentation and counterpart support in the form of counterpart staff, office accommodation, and other in-kind contributions. TPCL will provide reports, designs and documentation as required, in addition to counterpart staff and office accommodation. The governments and TPCL have been informed that approval of the TA does not commit ADB to finance any ensuing project.

D. Implementation Arrangements 13. ADB will administer the TA. The Energy Division of ADB’s Central and West Asia Department will select, supervise, and evaluate the consultants.

14. The implementation arrangements are summarized in Table 1.

8 Legal due diligence will be on the basis of reliance on the due diligence conducted for lenders and that exercise is

yet to commence. 9 The TAPI DRA holds the balance of retainer fees earned by ADB under the 2013-2016 TAS mandate and is

specifically earmarked to finance a portion of the consulting services under ADB’s TA contracts.

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Table 1: Implementation Arrangements

Aspects Arrangements Indicative implementation period

May 2020 – Apr 202210

Executing agency ADB Implementing agency ADB Consultants To be selected and engaged by ADB

Firm and/or Individual consultant selection

International: 54 person-months

$2.15 million

Disbursement The TA resources will be disbursed following ADB's Technical

Assistance Disbursement Handbook (2010, as amended from time to time).

ADB = Asian Development Bank, TA = technical assistance. Source: Asian Development Bank estimates.

15. Consulting services. Subject to no-objection from the governments, ADB will engage the consultants following the ADB Procurement Policy (2017, as amended from time to time) and its associated project administration instructions and/or staff instructions. The TA will require approximately 54 person-months of international consultants, as summarized in Table 2 below.11

16. The consultants will be recruited as firms and/or individuals. This approach is dictated by the wide range of expertise required, the necessity to mobilize the consultants with minimum delay, and the uncertainty as to when TPCL and other stakeholders will provide technical, safeguards, and other requisite information to be verified and assessed, and the quality of that information when it has been provided.

Table 2: Summary of Consultants’ Required Inputs

International Positions Person-Months 1. Gas transmission project specialist 6 2. Gas pipeline system engineering specialist 6 3. Financial analysis specialist 6 4. Economic analysis specialist 6 5. Market analysis specialist 5 6. Financial management specialist 5 7. Environment specialist 6 8. Social safeguards/resettlement specialist 8 9. Gender specialist 6

Total 54 Source: Asian Development Bank estimates.

10 Although TA is currently expected to be implemented within 18 months, from May 2020 to October 2021, an additional

6-month implementation period is factored in due to possible further delays, including delays caused by the ongoing COVID-19 global pandemic.

11 Terms of Reference for Consultants (accessible from the list of linked documents in Appendix 2).

5 Appendix 1

COST ESTIMATES AND FINANCING PLAN ($’000)

Item Amount Asian Development Banka

1. Consultants 1. Remuneration and per diem

a. International consultants 1,454.0 2. Out-of-pocket expenditures

a. International and local travel 354.6 b. Surveys 60.0 c. Training, seminars, and conferences 30.0 d. Reports preparation 40.0 e. Other miscellaneous administration and support costsb 25.0

2. Contingencies 186.4 Total 2,150.0 a Financed by the Asian Development Bank’s Technical Assistance Special Fund (TASF) amounting to: (i) $600,000

(TASF-6); (ii) $150,000 (TASF-other sources); and (iii) $1.4 million (TAPI DRA). The DRA funds will be used first before using TASF. The governments will provide counterpart support in the form of counterpart staff, office accommodation, and other in-kind contributions. TPCL will also provide reports, designs, and documentation as required, in addition to counterpart staff and office accommodation. The value of the governments’ contributions is estimated to account for [TBD]% of the total TA cost.

b To include short-term office rental with support, translation, and other costs. Source: Asian Development Bank estimates.

Appendix 2 6

LIST OF LINKED DOCUMENTS

http://www.adb.org/Documents/LinkedDocs/?id=52167-001-TAReport 1. Terms of Reference for Consultants

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TAPI Gas Pipeline Project (Phase 1) TA REG-52167

TRANSACTION TECHNICAL ASSISTANCE TERMS OF REFERENCE FOR CONSULTANTS

I. Background 1. The governments of Afghanistan, Pakistan and Turkmenistan have each requested the Asian Development Bank (ADB) financing support for phase 1 of the Turkmenistan-Afghanistan-Pakistan-India (TAPI) gas pipeline (the “project”)1. In addition, the Government of Turkmenistan has requested ADB to provide a partial credit guarantee (PCG) in support to the project. The pipeline will extend approximately 1,600 kilometers (km), from the Turkmenistan-Afghanistan border to the Pakistan-India border. At full design capacity, the 56-inch TAPI pipeline can transport up to 33 billion cubic meters (bcm) of natural gas per year from Turkmenistan to Afghanistan, Pakistan, and India over a commercial operations period of 30 years.

2. The project comprises the design, procurement, installation and operation of the pipeline and related facilities (without compressor stations in Phase 1) within Afghanistan and Pakistan. Concurrently, State Concern <<Turkmengas>> (Turkmengaz) makes use of its own resources (including financing secured from the Islamic Development Bank) to implement within Turkmenistan: (i) the appropriation of a dedicated portion of the Galkynysh gas field; (ii) the installation of approximately 200 km of upstream pipeline connecting the Galkynysh gas field with the project at the Turkmenistan-Afghanistan border; and (iii) the construction of one or more compressor stations.2 Similarly, GAIL (India) Limited (GAIL) will use its resources to implement within India the installation of approximately 10 km of downstream pipeline connecting the Project at the Pakistan-India border with GAIL’s existing gas network terminus in Fazilka. Once Phase 1 is completed, the project is expected to transmit annually about one third (i.e. 11 bcm of gas) of the TAPI pipeline’s design capacity.3

3. The estimated total project cost (defined in paragraph 1) is $7.7 billion. The TAPI Pipeline Company Limited (TPCL) has indicated that a debt-to-equity gearing ratio of 70/30 is likely to be accepted by potential financiers. On this basis, TPCL will have to raise up to $5.4 billion in debt financing. Besides export credit agency (ECA)-backed financing, TPCL may have to source supplemental financing from other (commercial) financiers due to national content eligibility and risk absorbing capacity or appetite constraints. For example, ECAs of member countries of the Organization for Economic Cooperation and Development typically require 15% minimum down-payment for ECA-supported contracts to be sourced from TPCL’s own means and/or other (commercial) financiers.

4. ADB is considering the provision of $300 million and $100 million in loans from ADB’s ordinary capital resources (OCR) to Turkmenistan and Pakistan, respectively, as well as a $100 million grant to Afghanistan, out of which $70 million are sourced from the Asian Development Fund (ADF) – special operations, and $30 million from yet to be determined donor co-financing (collectively hereinafter referred to as “ADB Sovereign Financing”). The proceeds of the ADB Sovereign Financing will be made available to Galkynysh Pipeline Company (GPC) (via Turkmengaz), Afghan Gas Enterprise (AGE) and Inter State Gas Systems (Private) Limited (Pakistan) (ISGS) to part fund their respective equity contributions to TPCL. 4 Based on an estimated total project cost of $7.7 billion, Turkmengaz (via GPC) will have to provide an additional $1,675 million to contribute its remaining share in TPCL’s equity. While AGE and ISGS will have

1 The Government of India (through GAIL) will use its own resources to finance the India section of the TAPI pipeline. 2 The estimated cost of these upstream facilities in Turkmenistan amounts to approximately $10 billion. 3 During Phase 2, to be implemented after Phase 1 is operational, six compressor stations would be constructed, so that the TAPI pipeline could then transmit its original design capacity of 33 bcm of gas per annum. 4 Proceeds of ADB’s financing support are to be used solely for the re-procured EPC contract for Afghanistan

2

to pay an additional $16 million each for their remaining equity stakes in TPCL, GAIL’s overall equity contribution to TPCL amounts to $116 million. Equity contributions will probably be disbursed concurrently to maintain shareholding percentages at all times. Specific details will be determined later in accordance with the negotiated financing structure and terms as equity contributions may be made pro rata with debt or may need to be made upfront.5 No portion of the ADB Sovereign Financing may be disbursed unless all amounts of equity and debt required for the project have been fully committed and are available.

5. ADB is also considering the provision of a partial credit guarantee (PCG) covering up to $[500] million in loan principal amounts payable under a commercial loan to the State Bank for Foreign Economic Affairs of Turkmenistan (TVEB). Proceeds of such commercial loan of up to $[617] million are to be on-lent by TVEB to TPCL and backed by a sovereign counter-guarantee and indemnity agreement (CGIA) entered into by ADB and the Republic of Turkmenistan.6 The PCG would help mobilize commercial financing that may not otherwise be available for the project. In order to achieve ADB’s objective of obtaining leverage (lower ADB’s guaranteed percentage), ADB will seek to supplement its cover with cover from third parties acceptable to project lenders. The exact risk participation amounts by third parties will be determined through consultations with the market.

6. The project is being prepared by the TPCL, an entity established and owned by the state gas companies of Turkmenistan, Afghanistan, Pakistan, and India to develop, construct, own and operate the TAPI pipeline in Afghanistan and Pakistan. TPCL has (i) commissioned and received a Front-End Engineering Design (FEED) report, prepared largely on a desktop basis; and (ii) invited and received bids for the supply of the Project’s pipeline and valves, and for engineering, procurement and construction (EPC) contracts for constructing the pipeline in Afghanistan and Pakistan.

7. The proposed transaction technical assistance (TA) will undertake due diligence of the Project as prepared by TPCL to ensure that it complies in all necessary aspects to be suitable for ADB financing. The project is included in the country operational business plans (COBPs), 2020‒2022 for Turkmenistan, Afghanistan and Pakistan. The principal activities under the proposed TA will be: (i) comprehensive technical due diligence of the preliminary design and technical specifications of the project as presented in the FEED and included in the bidding documentation; (ii) comprehensive review of the economic and financial analyses prepared by TPCL for the project following ADB’s standard requirements for such analyses; (iii) comprehensive review of the safeguards documentation prepared by TPCL for the project to ensure compliance with ADB’s Safeguard Policy Statement (2009) requirements; and (iv) assessment of financial management capabilities of TPCL following ADB’s standard requirements.

8. The TA, as described herein, is considered sufficient to undertake an acceptable level of due diligence of the project at its present status, for the period up to approval of the ADB financing for the project. However, since TPCL cannot provide detailed design for the project’s EPC contracts until they have been awarded and the contractors have completed the detailed design of the Project, additional TA resources will be necessary in future. It is intended that these resources would be provided through another TA processed with the ADB financing of the project.

5 No portion of the ADB Sovereign Financing may be disbursed unless all amounts of equity and debt required for the

Project have been fully committed and are available. 6 PSOD’s Guarantees and Syndication Unit will assist CWRD with the structuring, negotiation and execution of the

PCG transaction, receiving formal recognition for its support in processing this PCG. Once executed, PSOD will also remain involved in the monitoring of the correct calculations and timely payment of the guarantee and commitment fees payable to ADB under the PCG, as well as in the handling of any potential demands made thereunder.

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This additional TA would also provide resources for the ongoing monitoring of TPCL’s implementation of the agreed safeguards activities throughout project construction.

II. Scope of Services 9. The scope of services to be provided by the consultants will be due diligence of the project’s documentation and TPCL’s activities to date, with the main focus on:

(i) Technical aspects, with specific reference to the FEED and other documents including the valve and pipe supply and EPC contracts and tender documentation;

(ii) Financial aspects of the project, specifically reviewing or preparing financial models of the project taking in account gas price, transit fees, capital and operating costs, and other costs, as appropriate;

(iii) Market and economic analysis of the project; (iv) Financial management and governance capabilities of TPCL; (v) Environmental assessment, based on an environmental impact assessment that

TPCL has commissioned; (vi) Gender analysis, collection of baseline data and gender action plan; and (vii) Social safeguards, resettlement assessment, and if required, indigenous people’s

safeguards and impacts, also based on studies that TPCL has commissioned.

III. Consultant Personnel 10. International specialists will be recruited as individuals by ADB in accordance with its Procurement Policy (2017, as amended from time to time) and the associated project administration instructions and/or technical assistance staff instructions. The required specialists and the duration of their respective inputs are shown in Table 1. Position-specific terms of reference for each of the positions are provided in Part VI.

Table 1: Personnel

International Person-Months 1. Gas transmission project specialist 6 2. Gas pipeline system engineering specialist 6 3. Financial analysis specialist 6 4. Economic analysis specialist 6 5. Market analysis specialist 5 6. Financial management specialist 5 7. Environment specialist 6 8. Social safeguards/resettlement specialist 8 9. Gender specialist 6 Total 54

Source: Asian Development Bank estimates.

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IV. Schedule, Location, and Reporting 11. Schedule. The overall TA schedule is up to 24 months, from May 2020 to Apr 2021.7

12. Location. The services will generally be provided in the consultants’ home offices, with visits to Dubai, where TPCL is domiciled, and the TAPI countries as required.

13. Reporting. The consultants will provide ADB with individual reports for their respective parts of the TA, as described in the position-based Terms of Reference (see Part VI). These reports will be submitted in electronic form as drafts initially for ADB’s review and, after receiving ADB’s comments, in final form in paper and electronic versions. It is anticipated that the period for ADB’s review will be about 10 working days.

V. Support and Facilities to be Provided by TPCL and the Governments

14. TPCL will provide the consultants with all reports, documents, and other information that are reasonably available. To the extent necessary, the governments will similarly provide information that the consultants might require. TPCL and the governments will also provide support in the form of counterpart staff and office accommodation as required.

VI. Position-Based Terms of Reference 15. The terms of reference (TOR) for each of the consultants who will undertake the services under this TA are presented in position descriptions 1 to 9 below.

Position 1: Gas Transmission Project Specialist

Qualifications A minimum of Bachelor of Engineering degree level and with relevant professional qualifications (Professional Engineer)

Experience At least 15 years of experience in the design, construction and project management of major gas pipeline projects in environments similar to the project environment, a working knowledge of EPC contracts and project delivery and experience of due diligence reviews.

Scope of work (i) The specialist will review the technical documentation and operational plans of the Project prepared by TPCL (engineering design, project management and execution plan, construction methodology, etc.). The purpose of the review is to determine if there are any deficiencies in the proposed undertaking and to evaluate technical and execution risks and issues which could have material impacts on successful Project implementation.

(ii) The assignment requires desktop analysis, site visits, and interviews with TPCL’s management and personnel and its consultants and ADB’s other TA consultants and other parties as necessary. The work will be presented in a written due diligence report setting out the specialist’s findings and views on the technical and execution risks and other relevant issues.

(iii) Specific tasks of the gas transmission project specialist will include: a. Meet with TPCL to make a preliminary assessment of the (a) overall status of the

Project Implementation Plan with regard to the main technical documentation, key engineering studies and designs for the Project, (b) the project schedule and capital budget and (c) key Project risks;

b. Review and comment on the Project management and the Company's supervision arrangements for the works and services for the Project including, but not limited to:

− Project Management Controls, Monitoring and Reporting Procedures; − Quality Assurance Plan; − Proposed Construction Strategy; − Interface management; and the

7 Although TA is currently expected to be implemented within 18 months, from May 2020 to October 2021, an additional

6-month implementation period is factored in due to possible further delays, including delays caused by the ongoing COVID-19 global pandemic.

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− Management Framework and Procedures for adherence to Health & Safety and EIA requirements.

c. Review and comment on the main documentation, engineering studies and drawings for the technical design of the pipeline and above-ground installations including:

− The preliminary design and content of the FEED; and − Technical specification and requirements as presented in the procurement

documents; d. Review the Overall Procurement and Contract Strategy and key engineering, supply

and service contract documentation to confirm appropriateness in line with international best practices and assess the competence and capability the potential suppliers and contractors with respect to their experience in similar projects (size and value);

e. Review the schedule for the Project Implementation Plan, including engineering, procurement, construction, commissioning and acceptance activities, and comment on critical path analyses, key milestones, contractor interfaces, connected system interfaces, logistics and land access and permitting other key areas of schedule risk;

f. Review and comment on the proposed Operating and Maintenance Organisation with respect to system controls and monitoring (e.g. SCADA), and both routine and emergency repair and maintenance resource requirements for integrity management; and

g. Review the Project cost estimates to comment on: − Capital Budget generated from the FEED and the reasonableness of the latest

projection; and − The operating cost forecast and the reasonableness of projections.

Deliverables The gas transmission project specialist is expected to produce the following outputs: (i) Based on its initial evaluation, the project specialist will prepare a written Preliminary

Assessment as a summary of key Project risk issues that will require clarification through additional inquiry or resolution through risk mitigation measures.

(ii) The project specialist will prepare a Due Diligence Report presenting its evaluation of all issues identified. The analysis in the Due Diligence Report should provide conclusions that include an unqualified opinion and a quantified risk assessment. The report will be submitted in draft for review and comment. The draft report will identify Project documents or other information that has not been made available to the gas pipeline specialist but that are necessary for completion of the financing approval due diligence activities.

(iii) The gas transmission project specialist will work closely with the gas pipeline engineering specialist in the preparation of the overall Technical Due Diligence Report.

Inputs Person-months: 6 – intermittent

Position 2: Gas Pipeline System Engineering Specialist

Qualifications At least a Bachelor’s Degree in a relevant engineering discipline, with relevant professional qualifications (Professional Engineer)

Experience At least 15 years of experience in the engineering design and construction of major gas pipeline projects in environments similar to the project environment, and a working knowledge of multi-disciplinary engineering projects and EPC contracts and experience of due diligence reviews.

Scope of work (i) The specialist will review the technical documentation and operational plans of the Project prepared by TPCL (engineering design, project management and execution plan, construction methodology, etc.). The purpose of the review is to determine if there are any deficiencies in the proposed undertaking and to evaluate technical and execution risks and issues which could have material impacts on successful Project implementation.

(ii) The assignment requires desktop analysis, site visits, and interviews with TPCL’s management and personnel and its consultants and ADB’s other TA consultants and other parties as necessary. The work will be presented in a written due diligence report setting out the specialist’s findings and views on the technical and execution risks and other relevant issues.

(iii) Specific tasks of the gas pipeline system engineering specialist will include: a. Meet with TPCL to make a preliminary assessment of the (a) overall status of the

Project Implementation Plan with regard to the main technical documentation, key engineering studies and designs for the Project, (b) the project schedule and capital budget and (c) key Project risks;

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b. Review and comment on the Project management and the Company's supervision arrangements for the Quality Assurance of, for example, sub-contracted design activities, and material and construction quality;

c. Review and comment on the main design documentation, engineering studies and drawings for the technical design of the pipeline and above ground installations including:

− The preliminary design and content of the FEED: o The appropriateness of the system design in accordance with

industry codes and standards, best practice, safety standards, system availability, etc.;

o The appropriateness of the system design with regard to the proposed alignment, major waterway and other crossings, and specific issues such as seismic activity;

o The quality, suitability and durability of specified materials and equipment for the linear part, the pipeline with related equipment, and the Above Ground Installations (block valves, metering, scraper stations (pig traps)); and

− The completeness of the specification and design requirements included in the content and scope of the EPC bid documents;

d. Review and comment on the key documentation for the proposed operating and maintenance philosophy for the pipeline system including:

− Commissioning, start-up and performance testing; − Health and Safety; − Environmental performance and monitoring; − SCADA; − Integrity management:

o Pipeline inspection; o Leak detection, o Corrosion monitoring and control;

− Blowdown and venting; and − Emergency repair and routine maintenance;

e. Estimate CO2 emission reductions based on delivery of the natural gas in phase one of the project. Consideration will be given to the volume of gas and how it is used compared to an appropriate baseline in each receiving country;

f. Highlight any advanced and best in class technologies used in the project that will support efficient delivery of the natural gas and management of the pipeline (i.e.: smart leak detection, flow monitoring and management at compressor stations, junctions and along the pipeline and high efficiency compressor stations); and

g. Review and comment on the schedule for the Project Implementation Plan in relation to the required duration for engineering design and construction activities.

Deliverables The gas pipeline system engineering specialist is expected to produce the following outputs: (i) Based on its initial evaluation, the engineering specialist will prepare a written Preliminary

Assessment as a summary of key Project risk issues that will require clarification through additional inquiry or resolution through risk mitigation measures.

(ii) The gas pipeline system engineering specialist will prepare a written report presenting its evaluation of all issues identified for each main element of the Technical Due Diligence review. The report will be submitted in draft for review and comment. The draft reports will identify Project documents or other information that has not been made available to the engineering specialist but that are necessary for completion of the financing approval due diligence activities.

(iii) The engineering specialist will work closely with the gas transmission project specialist in the preparation of the overall Technical Due Diligence Report.

Inputs Person-months: 6 – intermittent

Position 3: Financial Analysis Specialist

Qualifications At least Bachelor of Commerce, Economics, or equivalent, with relevant professional qualifications (CA/CPA)

Experience At least 15 years of experience in the financial analysis of major revenue generating infrastructure projects, with at least some of these projects to be similar to the Project. At least part of the experience should preferably be in institutional environments and geographic regions similar to those prevailing in the Project area.

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Scope of work The financial analysis specialist will undertake Financial Analysis of the Project in accordance with ADB’s requirements including those contained in its 2005 publication “Financial Management and Analysis of Projects” and 2019 publication “Financial Analysis and Evaluation: Technical Guidance Note”.8 Specific tasks of the financial analysis specialist will also include: (i) Review the Project financial analysis (including financial model of the Project) carried out

by TPCL and their financial advisors to determine whether this analysis is in line with ADB guidelines. If not, assess what needs to be modified;

(ii) Verify all assumptions forming the basis for the projections in the financial model, including project cost estimates;

(iii) Review all calculations related to financial NPV (FNPV) and financial IRR (FIRR) including FNPV/FIRR calculated based on net cash flows accruing solely to shareholders, as well as conduct sensitivity analyses of the FIRR and FNPV;

(iv) Verify if all relevant provisions of the Project agreements are properly reflected in the financial model, including the transportation tariff calculations;

(v) Review tax and accounting structures of the Project and provide comments if tax and accounting related matters are properly reflected in the financial model;

(vi) Verify the accuracy of the Project debt structure and terms, including upfront and annualized fees associated with credit enhancement from ECA’s and multilaterals, debt service coverage obligations and other financial performance ratios;

(vii) As required, revise the financial analysis to calculate the financial internal rate of return (i.e. return on capital) and weighted average cost of capital, from the perspective of TPCL, taking in account all additional financial costs and benefits of the Project. If required, assess the return on equity for the TAPI governments, including dividends, royalties, and tax revenue from the Project;

(viii) Carry out sensitivity analysis (stress tests) on all major risks to the Project; (ix) Prepare an appendix of the project financial analysis to be included in ADB’s project

financing documentation, specifically the Report and Recommendation of the President (RRP);

(x) Using TPCL’s financial model, prepare financial projections of TPCL, as an appendix to the RRP. Projections will include pro forma financial statements (balance sheet,

(xi) income statement, and statement of cash flows) in accordance with International Accounting Standards. Assess the company’s projected compliance with financial performance measures/ratios in pro forma statements;

(xii) Where significant risks are identified to project financial sustainability or viability, propose relevant financial performance indicators to be incorporated in financial covenants;

(xiii) Review the Project’s revenue management and audit arrangements proposed by TPCL and their advisors. Assess whether the proposed flow of funds mechanism(s) will be transparent;

(xiv) In coordination with the economic analysis specialist, ensure that inputs, calculations and all relevant parameters of the financial analysis are consistent with the economic analysis to allow proper distribution of benefits; and

(xv) Prepare any other background documents that may be required for the RRP. Deliverables The expected outputs of the financial management specialist are:

(i) Draft Financial Analysis report including RRP appendix and related documents; (ii) Review results and input to economic analysis; and (iii) Final Financial Analysis report

Inputs Person-months: 6 – intermittent

Position 4: Economic Analysis Specialist

Qualifications At least Bachelor of Commerce, Economics, or equivalent, with relevant professional qualifications (CA/CPA)

Experience At least 15 years of experience in the economic analysis of major revenue generating infrastructure projects, with at least some of these projects to be similar to the proposed project. At least part of the experience should preferably have been in institutional environments and geographic regions similar to those prevailing in the Project area.

Scope of work The economic analysis specialist will undertake Economic Analysis of the Project in accordance with ADB’s requirements including those contained in its 2017 publication “Guidelines for the

8 Relevant guidance is available at http://www.adb.org/projects/operations/financial-management-resources. At

https://www.adb.org/documents/financial-management-and-analysis-projects one can locate ADB’s publication “Financial Management and Analysis of Projects”.

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Economic Analysis of Projects”. The economic analysis specialist will be also responsible for the following tasks: (i) Conduct due diligence (DD) of the economic analysis prepared by TPCL and their advisors

for the Project, with reference to ADB’s requirements for such analyses; (ii) Review all calculations related to economic IRR (EIRR) and economic NPV (ENPV) including

ENPV/EIRR calculated based on net cash flows accruing solely to shareholders; (iii) Review if the economic analysis has been conducted in accordance with ADB's Guidelines

for the Economic Analysis of Projects (2017) and provide comments. If not, assess what

aspects need to be modified; (iv) Identify all economic costs and economic benefits of the Project and verify if they are aligned

with the Project’s financial analysis; (v) If required, develop the spreadsheet models for the economic analysis to ensure that they

are transparent and self-explanatory before handing over the same to ADB; (vi) Conduct macroeconomic and public debt sustainability analyses. (vii) In coordination with the financial analysis specialist, ensure that inputs, calculations and all

relevant parameters of the economic analysis model are consistent with the financial analysis model;

(viii) Conduct sensitivity analysis of the EIRR and ENPV; (ix) Prepare background documents as supplementary appendixes for ADB’s project financing

documentation, specifically the RRP, including the economic analysis; and (x) Provide inputs to relevant sections of ADB's due diligence reports and RRP documents as

required. Deliverables The expected outputs of the financial management specialist are:

(i) Draft Economic Analysis report, including inputs for the RRP; and (ii) Final Economic Analysis report

Inputs Person-months: 6 – intermittent

Position 5: Market Analysis Specialist

Qualifications At least Bachelor of Commerce, Economics, or equivalent, with relevant professional qualifications)

Experience At least 15 years of experience in the market analysis of major oil and gas infrastructure projects, with at least some of these projects to be similar to the proposed project. At least part of the experience should preferably have been in institutional and physical environments similar to those prevailing in the project area.

Scope of work The market analysis specialist will undertake Market Analysis of the Project. Specific Market Analysis specialist tasks will include:

(i) Assessment of the Asian Gas Market: a. Gas Demand Characteristics. Comment on the structure of demand of gas in

Central and South Asia, with particular regard to the structure of supply in Afghanistan, Pakistan and India. Forecast demand for natural gas for the period 2019-2035. Historical information for the past 10 years should also be provided. The forecast should include total demand for the gas market and be grouped by end user. Forecast of demand for condensate to be provided for the period 2019-2035 and grouped by end user (i.e. residential, commercial, industrial, power generation and, potentially, transport);

b. Define the drivers of gas demand in the Asian markets, with a particular view on Afghanistan, Pakistan and India. Provide an analysis of anticipated reductions in gas demand as/if the region reduces gas usage in power generation. Comment on other possible causes for reduction or increases in gas demand in sectors other than power generation. Comment on the uses, demand and sources of gas condensate, including the displacement of other fuels (such as coal) or alternative fuels that would be used in the absence of supplied natural gas;

c. Gas Supply Characteristics. Comment on the structure of supply of gas to Central and South Asia with particular regard to the structure of supply in Afghanistan, Pakistan and India;

d. Forecast of supply of natural gas and condensate for the period 2019-2035. Historical information for the past 10 years should also be provided. The forecast should include volumes and sources to the main markets in Central Asia which the Project is intended to supply. The forecast should account for

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the development of Central Asian domestic upstream gas operations and for the development and expansion of alternative gas import routes to Afghanistan, Pakistan and India;

e. Comment on competitive threats from anticipated alternative gas sources from (i) LNG, (ii) any other regional pipelines, (ii) Iranian gas supplies post lifting of economic sanctions, and (iv) gas being supplied by large MENA and/or Australian exporters (e.g. Qatar LNG expansion) and potentially large emerging projects in the region;

f. Overview of Gas Export Characteristics. Comment on the structure of upstream production and export in Turkmenistan. Forecast natural gas and condensate exports from Turkmenistan and other regional suppliers to Central Asia and Europe for the period 2019-2035. Historical information for the past 10 years should also be provided. The forecast should include volumes and target markets. Commentary should be provided on the impact of new export arrangements and pipeline infrastructure, including, but not limited to arrangements with People’s Republic of China (PRC), Iran, Russia, etc. Commentary should also be provided on the capacity of the Turkmenistan upstream and midstream market to maintain or increase its level of gas exports (e.g. available rigs, exploration activities, new projects coming on stream);

g. Supply/Demand Balance. Analysis of balance of supply and demand of natural gas and condensate should be provided, including commentary on potential supply shortfall and potential sources of new supply for 2019-2035. Comment on the bargaining power position of Turkmenistan in the current market. Comment on the bargaining position of large off-takers (e.g. ISGS Pakistan and GAIL India). Comment on the potential impact that the Project will have in terms of development of downstream gas markets in Afghanistan, Pakistan and India;

h. Legal and Regulatory Aspects. Overview and assessment of the legal and regulatory structure of the target Central Asian gas and condensate markets. Summary of key regulatory issues related to gas and condensate products being delivered through several national jurisdictions in a common pipeline system;

i. Domestic and export infrastructure. Overview and assessment of gas infrastructure (both existing and planned new infrastructure), including adequacy of domestic gas distribution and transmission infrastructure in Central Asia to deliver product to the market; and

j. Impact on TAPI Economies. Discuss the project’s impact on local businesses and on the creation of backward industrial linkages which benefit the economies as a whole;

(ii) Assessment of Gas Prices: a. Overview of current and historical (past 10 years’) domestic gas/condensate

prices in Central Asia and commercial arrangements between Turkmenistan, Iran, Russia, PRC and other countries for export. Provide comparison vis-à-vis other large gas regions such as Europe and North America. Indicate the nature of pricing mechanisms (e.g. oil-indexation, gas-on-gas competition, bilateral agreements) that are predominant in each region and discuss briefly the impact on gas price levels;

(iii) Analysis of Gas Commercial Arrangements: a. Review, summarize and comment on the key terms and conditions, including

pricing, volume commitments and take-or-pay provisions, in all Project agreements and their respective amendments, to the extent this information is available;

b. Provide a summary of the contractual link and custody transfers to each of the end-market consumers for gas and condensate through the relevant contract structures as well as an illustration of the computation of netback revenue. Determine existence of destination clauses (restrictions to the re-sale of gas) in the said sales agreements; and

c. Review and comment on technical/commercial/financial capacity of gas/condensate off-takers to fulfill their obligations under the offtake contracts;

(iv) Financial Model: a. Review and comment on the Financial Model assumptions and provide a

lenders’ base case and a reasonable downside case for gas price and sales volume forecast and provide sensitivity scenarios (corroborated by the

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supply/demand/export tasks of this scope). Assess if the assumptions stated in the Financial Model are consistent with the commercial contractual assumptions; and

(v) Prepare background documents as supplementary appendixes for the RRP, including the market analysis, and provide inputs to relevant sections of ADB's DD reports and RRP documents as required.

Deliverables The expected outputs of the market analysis specialist are: (i) Draft Market Analysis report; (ii) Review results and input to Financial and Economic analysis; and (iii) Final Market Analysis report.

Inputs Person-months: 5 – intermittent

Position 6: Financial Management Specialist

Qualifications At least Bachelor of Commerce, Economics, or equivalent, with relevant professional qualifications (CA/CPA)

Experience At least 15 years of experience in the financial management aspects of major revenue generating infrastructure projects, with at least some of these projects to be similar to the proposed project. At least part of the experience should preferably have been in institutional environments and geographic regions similar to those prevailing in the Project area.

Scope of work The financial management specialist will undertake Financial Management Assessment in accordance with ADB’s requirements.9 The financial management specialist will also undertake the following specific tasks:

(i) conduct financial management analysis (FMA) of TPCL and if applicable, its subsidiaries in Afghanistan and Pakistan (collectively the implementing agencies) and as required, conduct FMA of the national gas companies who are the shareholders of TPCL, with particular focus on:

a. with regard to TPCL, as a company established to hold the governments’ interest in the Project, outline the proper financial management structures and internal controls that should be put in place.

b. assessing capacity for planning and budgeting, management and financial accounting, reporting, auditing, internal controls, and information systems;

c. reviewing proposed disbursement and funds-flow arrangements, and d. concluding on the financial management risk rating and identifying and

confirming measures for addressing identified deficiencies; (ii) review financial projections and conduct financial analyses of the IAs, and incremental

recurrent costs, to determine financial sustainability, and reviewing proposed cost-recovery and tariff policies, including affordability;

(iii) conduct an assessment of the organizational structure and governance to ensure that they are appropriate for the needs of the project and as required, provide recommendations for any required changes;

(iv) assessment of the borrowers’ creditworthiness in relation to the Project and identification of key financing risks in accordance with the ADB requirements;

(v) As required, review studies on financial management in Turkmenistan, Afghanistan and Pakistan such as ADB’s Diagnostic Study of Accounting and Auditing, and assess what standard government procedures need to be enhanced and strengthened to meet creditor’s requirements on flow of funds;

(vi) as required, conduct financial evaluations (financial cost-benefit analyses) including sensitivity analyses of the Project components that have a cost-recovery objective; and

(vii) assess financial reporting, auditing and public disclosure arrangements of the IAs and the Governments for the Project, and, as appropriate, identify requirements for the financial reporting, auditing and public disclosure and the arrangements required for receiving financial statements and other financial information from TPCL and from the Governments.

Deliverables The expected outputs of the financial management specialist are: (i) Draft Financial Due Diligence (FDD) and FMA report; (ii) Review results and input to financial analysis; and (iii) Final FDD and FMA report

Inputs Person-months: 5 – intermittent

9 Relevant guidance is available at http://www.adb.org/projects/operations/financial-management-resources.

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Position 7: Environment Specialist

Qualifications At least Bachelor of Environmental Science or equivalent, preferably with relevant post-graduate qualifications

Experience Preferably 15 years of experience or more in preparing and implementing environment impact assessments of similar projects, with a substantial part of this experience in projects financed by ADB or other similar international funding agencies. Part of this experience should preferably have been in institutional environments and geographic regions similar to those prevailing in the Project area.

Scope of work (i) The environment specialist will work closely with ADB’s Environment Specialist, as well as with consultants engaged by TPCL. The scope of work may require a site visit to Pakistan, Afghanistan, Turkmenistan or India to help with project inception during the pre-construction phase of the project or to audit existing facilities/construction sites (if relevant) as well as to travel to Dubai to work with the TPCL team in the implementation of the ESMS of the Project.

(ii) The environment specialist will undertake a due diligence review of the Environmental Impact Assessment (EIA) for the Turkmenistan and India portion of the TAPI Pipeline, alongside a field audit for any project components already constructed or under construction also in Turkmenistan. While these components in Turkmenistan and India are not being financed by ADB, they are considered an Associated Facility so require ADB due diligence.

(iii) The environment specialist will also be required to undertake reviews of pre-construction documentation prepared as part of Project Contract documentation. This may be management plans prepared by the Contractor as required in the EMPs or they may be new environmental assessment documents for additional project components not yet known at time of board approval. The environment specialist may be required to complete inception missions providing guidance to relevant parties.

(iv) Specific tasks of the environment specialist include: a. Due diligence review of the EIAs for the Turkmenistan and India portions of the TAPI

Pipeline to establish compliance with national standards and that the EIA outcomes are consistent with ADB requirements. The environment specialist must undertake the following activities:

− Complete thorough reviews of the EIA reports. The review will cover the project description, legislation, baseline, impact assessment, mitigation and environmental management plan (amongst others);

− The reviews will identify any gaps in the assessments against national standards and ADB requirements; and

− Develop a Corrective Action Plan in collaboration with TPCL for addressing these gaps;

b. Should construction in Turkmenistan or India have started or already completed, the environment specialist will complete an audit of the works on-site. The audit of the works will result in a similar output with gaps being identified against national standards and ADB requirements and a Correction Action Plan being provided; and

c. Independent review of the ESIA’s for Afghanistan and Pakistan as well as the ESMS (if required).

d. Review of Contract documents to ensure that EMP requirements are included in the Contracts for all relevant Contractors.

e. Review of management plans and site specific and topic specific plans as well as environmental assessments for project components not known at the time of board approval such as access roads, camps, yards, quarries amongst others.

f. In addition to the above, the environment specialist will also provide training and guidance for TPCL and other relevant parties in the implementation of its ESMS, which will need to be operational prior to the start of construction. The environment specialist will also help TPCL work with the Contractor to develop a compliance tracking system, audit documents, corrective action plans, inspection checklists incident report forms which will all need to be implemented as part of the operationalization of the ESMS.

Deliverables The environment specialist is expected to produce the following outputs: (i) Review report of EIA for Turkmenistan and India portion of the TAPI Pipeline, including gap

analysis and Corrective Action Plan as needed; (ii) If relevant, audit report of active or completed construction activities including gap analysis

and Corrective Action Plan as needed; (iii) Review of ESIA’s for Afghanistan, Pakistan and the ESMS (if required);

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(iv) Review Project contract documentation to ensure requirements within the EMP are within project documentation.

(v) Complete reviews of pre-construction documentation as needed to support TPCL during early stage of the Project; and

(vi) Provide ESMS implementation support as needed, which may also result in document deliverables such as a Compliance Tracking System or Monitoring Checklists for use during construction.

Inputs Person-months: 6 – intermittent

Position 8: Social Safeguards/Resettlement Specialist

Qualifications At least Bachelor of Social Science or similar equivalent qualification, preferably with relevant post-graduate qualifications

Experience Preferably 10 years of experience or more in preparing and implementing resettlement plans, social development plans, and indigenous people’s plans, with a substantial part of this experience in projects financed by ADB or other similar international funding agencies. Part of this experience should preferably have been in institutional environments and geographic regions similar to those prevailing in the Project area.

Scope of work (i) In this TOR, “the social safeguards/resettlement specialist” refers to the consultant engaged by ADB to perform the tasks described herein, while “the Owner” refers to TPCL and its consultants engaged on the Project.

(ii) The purpose of the social safeguards/resettlement specialist activities is to provide technical expertise and support to the ADB Project Team in reviewing and monitoring the social safeguards to be implemented by the Owner for the TAPI Project in Afghanistan and Pakistan. Social safeguards include land acquisition and resettlement (LAR) and indigenous people (IP), if applicable.

(iii) Provide detailed review of social safeguards preparation for the Project. The outputs for this review will be written reports of all safeguards documentation, providing comments and recommendations as necessary regarding compliance with the requirements of ADB’s SPS 2009. Documents to be reviewed will include but not limited to: land acquisition and livelihood restoration frameworks (LALRFs); land acquisition and livelihood restoration plans (LALRPs), LAR implementation reports, if any, presence of indigenous peoples per SPS 2009 definition, consultation reports, progress reports, and grievance logs.

(iv) The social safeguards/resettlement specialist will work closely with ADB’s Social Development Specialist, as well as with technical consultants engaged by the Owner in the following areas of social safeguards design and implementation: (i) preliminary LAR, IP, and AF due diligence activities; (ii) impacts reduction; (iii) preparatory field visits; (iv) review of LALRF and LALRP preparation; (v) review of grievance redress mechanism; and (vi) monitoring of LALRP Implementation, if any.

(v) Detailed tasks of social safeguards/resettlement specialist will include: a. Preliminary LAR, IP, and Associated Facility Due Diligence Activities:

− The social safeguards/resettlement specialist will investigate and report on the adequacy of following preparatory social safeguards tasks as conducted by the Owner:

o identification of relevant administrative subdivisions in the project affected areas (PAAs);

o consultations and community participation with respect to the LAR program for the Project;

b. Impacts Reduction: − The social safeguards/resettlement specialist will investigate and report on the

adequacy of impact reduction exercises as conducted by the Owner: o review of proposed pipeline alignment with the objective of minimizing

social and resettlement impacts where possible; and o inclusion of agreed impact reduction solutions in the pipeline

alignment; c. Preparatory Field Visits:

− The social safeguards/resettlement specialist will investigate and report on the adequacy of the Owner’s preparatory field visits to each of the PAAs and project affected communities (PACs), including the following:

o undertaking relevant local field work and identification of logistical and/or permitting issues; and

o identification of the extent and nature of social and resettlement impacts number of LALRPs to be prepared;

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d. Review of LALRF Preparation − The social safeguards/resettlement specialist will investigate and report on

compliance, with respect to SPS 2009, of the Owner’s LALRF preparation, including but not limited to:

o description of the Project and related LAR issues; o list of the LALRPs to be prepared and their locations; o harmonized compensation and entitlements policy; o outline of the responsibilities for LALRP preparation and

implementation; o review of all relevant national laws and regulations pertaining to the

Project related LAR program; o review of a gap analysis performed by TPCL by comparing the

requirements of the TPCL SS Policy with those under national laws and regulations and report on adequacy of proposed gap filling measures with requirements of ADB’s SPS 2009;

o review and report on adequacy with respect to SPS, of LAR studies/surveys; public consultation and participatory planning modalities; grievances redress mechanisms GRMs; and LALRP financial responsibilities and compensation disbursement modalities;

o review of compensation and entitlements policy prepared by the Owner, ensuring harmonization of TPCL's SS Policy with the legal and regulatory SS requirements of Afghanistan and Pakistan and with ADB’s SPS 2009 with respect to: all impacts and AP categories/sub-categories eligible for compensation and/or rehabilitation; relative compensation and/or rehabilitation entitlements; compensation modalities; and all recipients of any compensation and beneficiaries of any rehabilitation;

o statement on the financial responsibilities for LAR compensation and rehabilitation; and

o any other LAR safeguards tasks that may be required in relation to any of the above tasks;

e. Review of LALRP Preparation − The social safeguards/resettlement specialist will investigate and report on

compliance, with respect to SPS 2009, of the Owner’s LARP preparation and disclosure, including but not limited to:

o detailed information on impacts, affected persons (APs), socio-economic features of PACs;

o cost estimates for LAR compensation and/or rehabilitation and proposed contingencies;

o sections detailing specific IP interventions (if any) based on IPP findings;

o description of the LAR organization and responsibilities, public consultations, grievance redress mechanisms (GRMs), and the land transfer and registration mechanisms;

o records of all AP consultations carried out and grievance logs; and o disclosure to the public in English and in local language in: (a)

electronic format on the websites of TPCL and government, respectively; and (b) printed copy at the local government offices;

f. Review of Grievance Redress Mechanism − The social safeguards/resettlement specialist shall investigate and report on

compliance, with respect to SPS 2009, of the establishment and functioning of the GRM, including but not limited to:

o establishment of GRM for each LALRP; o composition of grievance committee includes representatives of the

APs, community councils, and local governments; o functioning of clear procedures for the communications between APs

and TPCL, and the recording of each grievance case; o clear action templates indicating for each LALRP how, where and

when: (a) AP complaints are logged; (b) hearings are carried out; (c) due-diligence verifications are executed; and (d) a complaint redress is pursued; and

o a clear action template addressing how, when and at which administrative level unsatisfied APs may appeal their cases.

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g. Indigenous Peoples Safeguards

− The activities for the IP safeguards tasks shall be carried out in parallel with the LAR safeguards tasks for the Project.

o Preliminary Activities - The social safeguards/resettlement specialist shall identify the relevant government agencies mandated to deal with IP issues. Once identified, the social safeguards/resettlement specialist shall, in consultation with such agency and MMP, carry out a Preliminary Indigenous People Assessment (PIPA). The PIPA shall include: ▪ a review of the relevant political, social and anthropological history

based on available literature and historical data/information; ▪ a review of national laws pertaining to tribal peoples/IPs; ▪ a review of the social classifications embedded in demographic

reports, laws and administrative regulations pertaining to ethnic minorities;

▪ interviews with local social scientists and governance experts; and

▪ a short visit to relevant PAAs (if any). − The objective of the PIPA is to determine:

o if there are people in the country fitting the definition of IPs of the multilateral financial institutions’ policies; and

o establish as to whether some of the LALRPs or other TPCL Project activities will affect IPs and trigger ADB’s IP policy.

− The PIPA shall be prepared in English and the requisite local and tribal languages for review and endorsement by government and TPCL.

− If the PIPA establishes that there are no TPCL Project APs/PACs who can be classified as IPs in Afghanistan or Pakistan, all IP-related safeguards tasks for the TPCL Project in that country will be considered as having been satisfactorily completed;

− If the PIPA establishes that there are TPCL Project APs/PACs who can be classified as IPs in Afghanistan, and that one or more LARPs or other TPCL Project activities will trigger ADB’s IP policy, the social safeguards/resettlement specialist shall, in consultation with TPCL, the relevant GOA agency and relevant community groups, advise on the development of a scheduled action plan for IP safeguards tasks, comprising: (i) detailing the requisite IP action(s); (ii) coordinating all IP and LAR tasks; and (iii) conducting extended consultation visits to relevant PAAs.

Deliverables (i) The social safeguards/resettlement specialist shall produce the following LAR-related due diligence outputs: a. Inception Report within 2 weeks after the social safeguards/resettlement specialist’s

start of the activities; b. Monthly Progress Reports; and c. Report on each LALRF, LALRP and LAR implementation report

(ii) The Consultant shall produce the following IP deliverables: d. a PIPA in English and the requisite local and tribal language(s) as endorsed by

government and TPCL; and e. in case the PIPA establishes that ADB’s IP policy is triggered, recommendations for

development of scheduled action plan for preparation and implementation phases of the IP safeguards tasks.

Inputs Person-months: 8 – intermittent

Position 9: Gender Specialist

Qualifications The Gender Specialist should have a bachelor or higher university degree in sociology or social sciences (an additional degree in engineering will be an advantage). Formal training in gender and social development is desirable.

Experience At least 10 years of relevant experience and demonstrated experience, skills, and expertise in gender analysis, gender planning, and social and gender mainstreaming on infrastructure projects, especially in the energy sector. Proven consulting experience for international or nongovernment organizations (NGOs) supporting gender and development work on large infrastructure projects. Demonstrated relevant experience in carrying out social development activities including (i) undertaking (rapid) social baseline studies and (ii) gender analysis,

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including conducting primary gender research. Previous experience in institutional environments and geographic regions similar to those prevailing in the Project area is desirable.

Scope of work The Gender Specialist will conduct due diligence of the Project’s social development approach, with emphasis on its gender aspects. She/he will be responsible for the following key tasks:

(i) Review ADB documents on the requirements for gender mainstreaming such as Policy on Gender and Development (1998), OM C2 on Gender and Development in ADB Operations (2010), and Guidelines for Gender Mainstreaming Categories of ADB Projects (2012), Gender Checklist for Energy, and Gender Tip Sheets;

(ii) As part of the poverty and social analysis, undertake a rapid social, poverty and gender analysis as guided by ADB’s Gender and Energy Tool Kit to assess and identify potential gender-differentiated impacts of the project, particularly emphasizing on gender division of labor and opportunities for and constraints on women’s participation in the Project related activities in Afghanistan (AFG) and Pakistan (PAK).

(iii) As required, review gender-related policy and legal frameworks, as well as gender programs of the governments of AFG and PAK;

(iv) Based on the information provided by TPCL and as required, results of the primary research, prepare sex-disaggregated socioeconomic profiles of the project-affected/local communities in the project areas through which the pipelines will pass, in terms of, but not limited to, household sizes, gender, demographic trends, income sources and levels, expenditure. The analysis should provide representative profiles of affected communities along the pipeline route, but given large scale of the project, the analysis could be prepared on a representative sample basis and not for every community along the pipeline route;

(v) Assess all potential positive and negative impacts of the project on local communities. Analyze the link between poverty and gender, in these communities and identify possible interventions that can be implemented within the scope of the project, to address gender and poverty issues, that can be funded within the project scope and/or by TPCL’s corporate social responsibility (CSR) program. Special attention should be given to livelihoods-related, or health-related interventions that specifically benefit women and their households, with a primary focus on identification of opportunities for women to participate in economic activities related to the Project construction activities and supply chain. Prepare a feasibility assessment of these interventions;

(vi) Assess other opportunities to address gender and poverty issues of communities affected by the Project that may not be directly linked to the Project activities and identify possible livelihoods-related or health-related interventions that would benefit women and their households in the affected communities;

(vii) Identify and assess the gender capacity of government agencies, nongovernment and community-based organizations, and women’s groups that can be utilized during project implementation;

(viii) Design and collect sex-disaggregated baseline data that could be used to monitor potential project gender benefits and impacts;

(ix) Develop the project’s Poverty, Social, and Gender Assessment (PSGA) Report, which should include all the above information for AFG and PAK;

(x) Based on the findings in the PSGA, develop a gender action plan (GAP) that reflect all relevant outputs of the design and monitoring framework (DMF) and includes gender-inclusive design features, gender targets and indicators, time lines, assigned responsibilities, and implementation arrangements, with cost estimates per action. The draft GAP will also need to include a gender outputs with all its appropriate gender actions, targets, timelines, responsible parties, and cost estimates;

(xi) Support ADB in discussions with TPCL regarding practical implementation of GAP recommendations;

(xii) As required, prepare terms of reference for gender specialist services to implement GAP or project gender features, including for any NGOs to be recruited for implementation; and

(xiii) Draft other documentations related to gender required in the report and recommendation of the President (RRP) (e.g., DMF gender targets, draft section VIII (Gender and Social Dimensions) of the project administration manual, summary poverty reduction, and social strategy).

Deliverables The gender specialist is expected to produce the following outputs: (i) PSGA report covering AFG and PAK; (ii) Draft and Final GAP; and (iii) Draft SPRSS, and PAM section VIII.

Inputs Person-months: 6 – intermittent