TERMS OF REFERENCE – 100008545

Project Title: Framework agreement for Delivery of Second-Party Opinions for

Thematic Bond Frameworks for Global Trust Fund on Sustainable Finance
Instruments

Contents
Background ................................................................................................................................................................................................... 2
1) GGGI’s Mission and Approach ........................................................................................................................... 2
2) Project Background and Objectives ..................................................................................................................................... 2
Proposed Activities and Scope of Work............................................................................................................................................. 2
1) Proposed Activities for the Overall Project........................................................................................................................ 2
2) Scope of Work for each Second Party Opinion ............................................................................................................... 3
Deliverables and Payment Schedule ................................................................................................................................................... 5
Reporting Arrangements ......................................................................................................................................................................... 6
1) Reporting Arrangements .......................................................................................................................................................... 6
Suggested Methodology ......................................................................................................................................................................... 6
Competence Requirements and Allocation ...................................................................................................................................... 6
Environmental and Social Considerations ......................................................................................................................................... 7
Anti-fraud ...................................................................................................................................................................................................... 8
Evaluation Criteria and Method ............................................................................................................................................................ 8
1) Evaluation of Technical Component .................................................................................................................................... 9
2) Evaluation of Financial Component................................................................................................................................... 10
3) Evaluation of Financial Soundness ..................................................................................................................................... 10
4) Evaluation of Technical and Financial components for total scoring ................................................................... 11
 Annex A-I. Terms of Reference

Background
1) GGGI’s Mission and Approach
The Global Green Growth Institute (GGGI) was established as an intergovernmental
organization with the objective of promoting sustainable development of developing and
emerging countries including the least developed countries. GGGI is dedicated to
supporting the creation and diffusion of the model of economic growth known as “green
growth”. The green growth model integrates economic growth, environmental
sustainability, poverty reduction and social inclusion.

2) Project Background and Objectives

GGGI, through the generous support of the Government of Luxemburg, is delivering

sustainable finance technical assistance to developing countries in Latin America &
Caribbean (LAC), Africa and Asia. GGGI’s technical assistance consists of four interrelated
outcomes:

1. National policy frameworks are enhanced: supporting financial regulators to

develop sustainable finance regulatory frameworks and guidelines to mitigate
perceived risks, lift barriers to sustainable finance implementation and promote
alignment with international standards.

2. Capacity of prospective bond issuers enhanced: in collaboration with local and

international partners, GGGI will deliver capacity building workshops and webinars
to an estimated 400 sustainable finance experts from issuers, stock exchanges and
financial regulators. Country-level capacity building will be complemented by
international learning networks, providing a platform for capital market actors
across prioritized geographies to receive specialized training, share lessons
learned, and recommendations.

3. USD 2 billion mobilized for Nationally Determined Contributions (NDC) and

Sustainable Development Goals (SDG) activities via thematic bond issuances:
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delivering credit-enhancement, pre- and post-issuance support to prospective

green, social and sustainability bond issuers. GGGI will support issuers from
developing countries develop ambitious issuance strategies, bond frameworks,
processes for projects evaluation and selection, impact reporting and management
of proceeds. Following the issuance, GGGI will support issuers by preparing impact
and allocation reports to ensure transparent monitoring and reporting of
environmental and social benefits.

4. Program knowledge is shared: promoting knowledge through participation in

events and development of case studies. The project will leverage its broad base
of beneficiaries to collect recommendations and share these with International
Capital Market Association (ICMA)’s members and other relevant stakeholders.

Thematic bonds play a key role in financing the transition to a resilient low-carbon society.
To promote the development of the regional thematic bond markets, GGGI will
collaborate with prospective issuers (sovereign/sub-sovereign governments,
public/private sector institutions who are eligible to issue bonds) from LAC, Africa and
Asia to facilitate thematic bond issuances in domestic and international markets. GGGI
technical assistance includes the development of Thematic Bond Framework defining
issuers:
- Use of Proceeds
- Process for projects identification and selection
- Process for management of proceeds
- Monitoring and reporting commitments

Proposed Activities and Scope of Work

1) Proposed Activities for the Overall Project

GGGI intends to sign a Framework Agreement to engage a competent firm(s) (hereinafter

referred to as “service provider”) to conduct a review of the issuer’s thematic bond
framework and produce a Second Party Opinion (SPO) upon GGGI’s request. The Second
Party Opinion document will highlight key aspects of the Thematic Bond Framework,
including its alignment with relevant ICMA principles and the Eligibility Criteria defined
within, Sustainable Development Goals, relevant Nationally Determined Contributions
(NDCs) and market standards.

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For each of the SPOs, the general assignment activities the service provider shall deliver
shall include the following Deliverables:
a. Deliverable 1: Draft Second Party Opinion in English
b. Deliverable 2: Final Second Party Opinion in English
c. Deliverable 3: Translation of the Second Party opinion to regional language (if needed)

For the sake of this assignment, Thematic Bond may refer to Green, Social or
Sustainability or Sustainability-linked bond labels, as defined by ICMA’s Principles
and Guidelines, with up to 12 Eligibility Criteria.

2) Scope of Work for each Second Party Opinion

The successful service provider shall deliver its Working plan based on the tentative
version presented below.

Deliverable 1: Draft of the Second Party Opinion

• The service provider shall produce a Draft Second Party Opinion based on
the issuer’s Thematic Bond Framework, relevant strategies and systems, and
interviews with relevant business units involved in the pre- and/or post-
issuance process.

The structure of the Draft Second Party Opinion should be aligned with market standards
and international best practices1 and include the following information:

I. Summary of the issuer’s Framework alignment with market standards

• Provide an opinion on the alignment of the Framework with ICMA’s relevant
principles and/or guidelines;
• Provide an opinion of projects’ eligibility criteria and eligible projects
alignment with market standards, including assessment of different
certification schemes; and
• Provide an opinion on the issuer’s Process For Projects Identification And
Selection;

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For more reference, refer to: https://www.icmagroup.org/sustainable-finance/the-principles-guidelines-
and-handbooks/

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 Annex A-I. Terms of Reference

• Provide on opinion on the issuer’s Management of Proceeds;

• Provide an opinion on the issuer’s Monitoring and Reporting System and
Commitments, Including Impact Report Indicators;

II. Assessment of the issuer’s sustainability performance and strategy

• Overview of issuer-level sustainability performance and strategy, along with
a description of how the Thematic Bond Framework contributes to the
issuer’s overall sustainability objectives, and goals; and
• Provide an opinion on the alignment of the Framework with the issuer’s
sustainability strategy.

III. Opinion on the environmental and/or social impact of eligible categories to be

financed:
• Provide an opinion on the key impact of the financed projects in the local
context; and
• Provide an overview and opinion on the linkage of eligibility criteria and
sample eligible projects to appropriate SDG goals and targets.

The Service Provider’s technical and financial proposal shall consider at least 3 rounds of
reviews and comments during a period of 3 weeks for each SPO, to allow sufficient time
for GGGI and the issuer to update, integrate and respond to feedbacks.

Deliverable: Draft of the Second Party Opinion including complete supporting

documentation of point I, II & III

Deliverable 2: Final Second Party Opinion

• Based on the successful review of the Draft Second Party Opinion, the service
provider shall complete ICMA’s External Review Form, submit it to the
ICMA’s secretariat and produce the Final Second Party Opinion following the
same structure described above.

Target: Completed ICMA’s External Review Form, submit it to the ICMA’s secretariat
and produce the Final Second Party Opinion

Deliverable 3: Translation of the Second Party Opinion to regional language, if in case it is

needed

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 Annex A-I. Terms of Reference

• Consisting in a professionally translated Second Party Opinion from English

to a regional language (if needed).

Deliverable: Translated Second Party Opinion from English to regional language (if needed)

The service provider is expected to deliver around ten (10) Second Party Opinions in total in
the next 3 years.

As a result of this RFP, GGGI plans to award maximum two Framework Agreement (FWA) with the
selected organizations. While FWA shall not guarantee any actual or estimated volume of services,
Sub-Order (SO) to be issued later shall make a financial commitment. Each FWA contractor shall
receive at least three SO during the entire duration of FWA including the extension. GGGI has the
discretion of awarding additional SOs depending on the performance of the FWA contractor on the
Sub-Order issued.

GGGI anticipates that the FWA will be effective starting September 2023. The Framework
Agreements may be signed for up to three years; first year with 1 year duration with an option of
extension for 1 year x 2 based on satisfactory performance of the Service Provider. The price
submitted by the successful bidder during the RFP shall be valid for 1 year under the initial duration
of FWA: when GGGI exercise the option for extension into the 2nd year, the successful bidder may
either confirm the same price or can increase the unit prices with a reasonable explanation of the
price increase within 5%.

Deliverables and Payment Schedule

Payment Terms per Second Party Opinion*

Deliverable Timelines Format Payment terms

One week after Suborder is
0.- Workplan Reports N/A
issued
1.- Draft of the Four weeks after Suborder is
Reports 50%
Second Party Opinion issued
2.- Final Second Party Six weeks after Suborder is
Reports 25% (or 50%)
Opinion issued
3.- Translation of the
Nine weeks after Suborder is
Second Party Opinion Reports 25%**
issued
to regional language
(if needed)
** - Incase the translation is not needed, then the remaining 25% would be paid after the submission
of the final Second Party Opinion making it 50% after Deliverable 2.
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 Annex A-I. Terms of Reference

Each Second Party Opinion shall be delivered within 9 weeks from issuance of a
Suborder and submission of the Thematic Bond Framework to the service provider.

* Payments will be made per each SPO once all the deliverables indicated in the table
above are completed.

All reports and outputs shall be in English, in accordance with GGGI’s formatting
requirements, and submitted in hard copy and electronic formats along with complete
sets of raw data, research materials, and interview notes.

Reporting Arrangements
1) Reporting Arrangements
The service provider’s work progress will be monitored through weekly meetings, the
precise schedule of which is to be determined based on consultation with the Service
Provider.
The coordination for the execution of the consultancy will be led by GGGI Program
Manager.

Suggested Methodology
Bidders should suggest a methodology explaining how the work will be structured and
managed. The methodology should follow ICMA’s methodology.

For the sake of this assignment, Thematic Bond may refer to Green, Social or
Sustainability, Sustainability-Linked bond labels, as defined by ICMA’s Principles
and Guidelines, with up to 12 Eligible Criteria.

Competence Requirements and Allocation

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The service provider shall demonstrate:

− Prior experience delivering Second Party Opinions aligned with ICMA’s principles
and guidelines in LAC, Africa and Asia;

The service provider shall propose a team of minimum 8 experts with skills and qualifications as
follows:

− A team leader with at least 10 years of relevant sustainable finance experience;

− A team of experts competent proficiency, and prior relevant experience

in sustainable finance, green taxonomies and thematic bonds.

− The team shall include minimum 5 years’ experience in total, with at

least one with advanced degree (Master´s or PhD)

Environmental and Social Considerations

The service provider shall abide by the pertinent country´s regulations; GGGI’s policies
regarding gender and social safeguards, social inclusion, and poverty reduction; and any
relevant standards and polices of prospective donors.

GGGI as an institution abides by its project-level Sustainability and Safeguards Rules (SSR)
for all projects aligned with international standards for Environmental and Social
Safeguards. The SSR is aligned with commonly recognized international standards for
Environmental and Social Safeguards (ESS), i.e., the WB Performance Standard, that ensure
project level safeguarding of communities and people impacted by GGGI activities. GGGI
has integrated project level Environmental and Social Safeguards into its Project Cycle
Management (PCM) with mandatory Preliminary Gender and Social Assessments and ESS
Screening of all projects to identify and manage risks.

In addition, GGGI’s Gender Equality and Social Inclusion Strategy 2021-2025 provides a
framework toward achieving the principle of “Leaving No One Behind” in the
transformation towards green growth, guiding GGGI's approaches to the mainstreaming
of gender equality and poverty reduction. This also includes the implementation of the
GGGI Gender Equality and Poverty Reduction Policy Markers on all projects.

GGGI’s Corporate Results Framework requires gender disaggregated indicators for

participation in GGGI Capacity Building events.

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 Annex A-I. Terms of Reference

GGGI’s Child Protection Rules and GGGI Rules on Sexual Exploitation ensure safeguarding
of children impacted by GGGI activities or in contact with GGGI contracted personnel, with
GGGI taking a zero-tolerance approach to child exploitation. GGGI is committed to child
protection, irrespective of whether any specific area of work involves direct contact with
children. GGGI’s Child Protection Policy is written in accordance with the Convention on
the Rights of the Child. All procedures mentioned above are accompanied by guidelines
and capacity building efforts. GGGI also provides a work environment that reflects the
values of gender equality, teamwork, embracing diversity in all its forms, integrity and a
healthy balance of work and life. We are committed to maintaining our balanced gender
distribution and therefore encourage women to apply. GGGI promotes equal
opportunities for all, including persons with disabilities.

Anti-fraud
GGGI is committed to apply transparency and accountability in its decisions and actions,
and to practice integrity in all aspects of its operations. GGGI's anti-corruption policy
establishes zero tolerance for corruption and fraudulent, coercive, and collusive practices
in GGGI's operations. The whistleblowing policy is available at the following link
https://gggi.org/site/assets/uploads/2017/11/Whistleblower-Policy_02072015.pdf

In addition, all GGGI's policies are available for open consultation under the following link:
https://gggi.org/policy-documents/

Evaluation Criteria and Method

From the last time and date of submission of the Quotations to the time the Contract is
awarded, if any Tenderer wishes to contact the GGGI on any matter related to its Proposal,
it should do so via the GGGI e-Green Procurement Portal (https://in-tendhost.co.uk/gggi).
Tenders will not be opened by GGGI until after the deadline for submission of Proposals.
The Technical Component will be opened at one opening event, soon after the submission
date, be listed in an opening protocol, submitted to, and thereafter be evaluated by the
Procurement Committee, without unnecessary delay. The Procurement Committee, which
has been appointed in according with GGGI’s Procurement Rules, will first perform a
Technical Evaluation. The Tenders that have passed the Technical Evaluation will thereafter
be subject to a Financial Evaluation, which includes a calculation of the total scoring for
both the Technical and the Financial Evaluation, in accordance with the formula presented
below. The Financial Component will not be opened until after the Technical Evaluation is
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finalized, and then by a corresponding procedure. Selection will be based on the following
process. The total possible score for the Technical component is maximum 100 points.

The maximum budget available for this for each SPO is USD 26,000 inclusive of any
VAT or other taxes or costs.

1) Evaluation of Technical Component

A Proposal will be rejected at this stage if it fails to respond to important aspects of the
Terms of Reference or to achieve a minimum technical score of 70.

The detailed technical evaluation criteria and possible scores for each are as follows:

Maximum
Major Criteria Details & Sub-Criteria Maximum Sub-
Score
Score
Experience in issuance of Second Party Opinion in
sectors such as climate finance, green investment,
sustainable finance & related fields in the past 5
years
Experience of o 5 SPOs: 10 pts
40 40
the firm o 10 SPOs: 20 pts
o 20 SPOs: 30 pts
o 30 SPOs or more: 40 pts
Submit evidence (reports, published SPOs, links to
website of published SPOs) etc
Overall quality and detailed proposed
Proposed
methodology responsiveness to the ToR and 20 20
Methodology
detailed workplan
A team leader with a degree in finance, economics,
climate change/environmental, or related field with
at least 10 years of relevant sustainable finance
experience: 20
o 10 years of experience: 5 pts
Qualification of 40
o 15 years of experience: 10 pts
key personnel
o 20 years of experience or more: 20pts
Submit evidence (CV & Profile)
A team of at least 8 experts with prior relevant
experience in sustainable finance, green
20

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taxonomies and thematic bonds.

The team shall include minimum 5 years’ experience
in total, with at least one with advanced degree (
Master´s or PhD)
Submit evidence (CVs)
Total score 100

2) Evaluation of Financial Component

The SPO unit prices shall be submitted based on the bond’s three eligible categories:
• category 1: up to 8 criteria
• category 2: 8-12 criteria
• category 3: more than 12 criteria

The bidders shall calculate an average cost per bond category since the number of criteria could vary
in the SPOs depending on the issuer.

The maximum score for the financial component is 30 points. The maximum score shall be allocated
to the lowest priced Proposal. All other Proposals shall receive points in inverse proportion according
to the following formula:

p=y*(x/z)
where:
p = points for the financial Proposal being evaluated.
y = maximum number of points for the financial Proposal.
x = price of the lowest priced Proposal.
z = price of the Proposal being evaluated.

For the sake of the financial evaluation, the total price shall be the sum of three unit prices described
above.

Maximum two Proposals with the highest overall technical and financial score will be considered for
award of the FWA.

3) Evaluation of Financial Soundness

The tenderer shall demonstrate that its financial resources, less its financial obligations
for its current contract commitments, meet or exceed the total requirement for the
subject contract of USD 260,000. Information will be verified from Annual Financial
Statements and any other documents that verifies the availability of financial resources
submitted by the tenderer as follows:
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Special notes on financial proposal

Financial Proposal:
Following things will be checked:
1. The quantities and items are consistence with technical proposal
2. Prices offered are fair and in line with current market or industry trends
3. Reasonable to the GGGI
4. Rates are balanced
Compare technical and finance offers line by line and item by item before submission.

Financial Soundness :
Following will also be checked for financial soundness:
1. Current Ratio = (Current assets/Current liabilities)
The ideal current ratio is sometimes said to be 2 or minimum cash in hand as requested
in TOR.
2. Quick Ratio also referred as acid test , the quick ratio tests an organizations true
liquidity by assuming that stock is not immediately saleable.
Quick ratio = (Current assets) – (stock) /current liabilities
The ideal quick ratio is sometimes said to be 1
3. Check historical performance of the firm from financial statements to ensure that firm
is not facing insolvency during contract duration
4. If financial statements are in local languages , please submit all documents in English
translation

Direct and Indirect Tax :

Any liability of direct or indirect tax will remain with the service provider as per local
/national applicable laws, for example if tax (direct or indirect) is applicable on
payments from outside the country of the firm ( where firm is based) as per local laws ,
the service provider is liable to pay; or in case tax law in countries of assignment
impose taxes on offshore services on foreign non-registered firms, the service provider
is liable to pay their liabilities in accordance with national laws. It is a duty of the firm to
conduct its own due diligence on tax liabilities before submission of proposals.

4) Evaluation of Technical and Financial components for total scoring

The score for the technical component is added to the score for the financial
component to arrive at the total score for a Proposal. The Proposal with the overall
highest score after this is the best Proposal. The other Proposals will be ranked in
descending numerical order based on the total score.

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2
For more reference, please visit: https://www.icmagroup.org/assets/documents/Sustainable-
finance/ICMA-Overview-and-Recommendations-for-Sustainable-Finance-Taxonomies-May-2021-
180521.pdf

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