DfT(c): Vehicle Certification Agency - New Commercial Model

UK-London: Technical automobile inspection services.

Section I: Contracting Authority
   I.1)Name, Addresses and Contact Point(s):
      Department for Transport
      5/28 Great Minster House, 33 Horseferry Road, London, SW1P 4DR, United Kingdom
      Tel. +44 02079442800, Email: VCA.NCM@dft.gsi.gov.uk, URL: www.gov.uk/government/organisations/department-for-transport, URL: www.gov.uk/government/organisations/department-for-transport
      Contact: VCA.NCM@dft.gsi.gov.uk

      Further information can be obtained at: As Above       
      Specifications and additional documents: As Above       
      Tenders or requests to participate must be sent to: As Above       
   
   I.2)Type of the contracting authority:
      Ministry or any other national or federal authority, including their regional or local sub-divisions

   I.3) Main activity:
      Other: Transport

   I.4) Contract award on behalf of other contracting authorities:
      The contracting authority is purchasing on behalf of other contracting authorities: No

Section II: Object Of The Contract: SERVICES
   II.1)Description
      II.1.1)Title attributed to the contract by the contracting authority: Vehicle Certification Agency - New Commercial Model
      II.1.2)Type of contract and location of works, place of delivery or of performance: SERVICES         
         Service Category: 12

         Region Codes: UK - UNITED KINGDOM         
      II.1.3) Information about a public contract, a framework or a dynamic purchasing system:The notice involves a public contract                                                       
      
      II.1.5)Short description of the contract or purchase:
      Technical automobile inspection services. Vehicle bodies, trailers or semi-trailers. Motorcycles, bicycles and sidecars. Motor vehicles. Technical inspection and testing services. Technical testing services. Technical inspection services. Road transport services. Tractors. Support services for road transport. Surveillance services. Supporting services for the government. Government services. Trailers and semi-trailers. Semi-trailers. Trailers. Motorcycles. Parts and accessories for motorcycles. Tyres for motorcycles. 4-wheel-drive vehicles. Specialist vehicles. Emergency vehicles. Rescue vehicles. Paramedic vehicles. The Department for Transport ("DfT") will form a joint venture with a private sector partner ("PSP"), possibly with employee participation, to develop and grow the business of the Vehicle Certification Agency ("VCA"). The PSP will subscribe for a majority shareholding (between 51% and 80%) of the equity of a private company limited by shares that will be established for this purpose ("NewCo"). NewCo will be structured so as to be classified to the private sector.
DfT will make an initial investment in NewCo by vesting VCA assets (domestic and international) in NewCo, including (but not limited to) property, debtors and creditors, IT systems and transfer of staff under the Transfer of Undertakings (Protection of Employment) Regulations 2006 ("TUPE") and, where applicable, international equivalent legislation. It is proposed that the PSP will provide cash and potentially in-kind benefits in consideration for its shareholding in NewCo. It is DfT's intention that the PSP will be required to assure that NewCo maintains agreed minimum levels of liquidity.
DfT’s intention is to transfer, or agree with the relevant third parties the commercial basis of the transfer of, the international operations of VCA into NewCo. More information on the terms of any agreements associated with the transfers will be made available when the invitation to negotiate is published.
The PSP and DfT will enter into a shareholders agreement which will document the terms of the joint venture and regulate the relationship between DfT and the PSP as shareholders. Core provisions may, amongst other things, cover share transfers, reserved matters, dividends, non-compete, exit and an obligation on the PSP to acquire DfT's shares. NewCo will also adopt new articles of association which will align with the position taken in the shareholders agreement.
The Secretary of State shall be the UK Type Approval Authority. This will not transfer to NewCo.
The potential turnover of NewCo, over a ten year period, is in the range of £100,400,000 and £276,600,000. Of this, between £12,300,000 and £34,000,000 is made up of turnover from management systems certification services, as further detailed below. No particular level of income and/or turnover is, however, guaranteed to NewCo.
DfT shall award one or more contracts to NewCo for the following services:

1. services related to type approval to support the Secretary of State's role as the UK Type Approval Authority;

2. certification of packaging of dangerous goods; and

3. enforcement and technical support services for DfT.

("DfT Contract").

The DfT Contract will have a maximum duration of 10 years with DfT having a unilateral option, to take effect on or around the end of year 7, to terminate the DfT Contract without paying any compensation to NewCo.
Provided that it meets and continues to satisfy the requisite designation requirements, NewCo will also be eligible for designation as a technical service by the UK Type Approval Authority and will enter into binding arrangements with the Secretary of State which will entitle NewCo to provide such services.
NewCo will also have the potential to provide other services to third parties (other than DfT) (such as Management Systems Certification and training across a wide range of recognised standards, provided that NewCo is able to satisfy the requirements of the relevant accreditation authorities).

Further details on DfT's requirements are set out in the Initial Descriptive Document available on request from VCA.NCM@dft.gsi.gov.uk.
         
      II.1.6)Common Procurement Vocabulary:
         71631200 - Technical automobile inspection services.
         
         34200000 - Vehicle bodies, trailers or semi-trailers.
         
         34400000 - Motorcycles, bicycles and sidecars.
         
         34100000 - Motor vehicles.
         
         71630000 - Technical inspection and testing services.
         
         71632000 - Technical testing services.
         
         71631000 - Technical inspection services.
         
         60100000 - Road transport services.
         
         16700000 - Tractors.
         
         63712000 - Support services for road transport.
         
         79714000 - Surveillance services.
         
         75130000 - Supporting services for the government.
         
         75131000 - Government services.
         
         34223000 - Trailers and semi-trailers.
         
         34223100 - Semi-trailers.
         
         34223300 - Trailers.
         
         34410000 - Motorcycles.
         
         34411000 - Parts and accessories for motorcycles.
         
         34411200 - Tyres for motorcycles.
         
         34113000 - 4-wheel-drive vehicles.
         
         34114000 - Specialist vehicles.
         
         34114100 - Emergency vehicles.
         
         34114110 - Rescue vehicles.
         
         34114120 - Paramedic vehicles.
         

      II.1.7) Information about Government Procurement Agreement (GPA):
         The contract is covered by the Government Procurement Agreement (GPA): Yes       
      II.1.8)Lots:
         This contract is divided into lots: No
      II.1.9)Information about variants:
         Variants will be accepted: No    
   
   II.2)Quantity Or Scope Of The Contract
      II.2.1)Total quantity or scope:
      The estimated value of NewCo turnover over a 10 year period is shown below.                  
         Estimated value excluding VAT:
         Range between: 100,400,000 and 276,600,000
         Currency: GBP
               
      
      II.2.2)Options: Yes
         If yes, description of these options: DfT shall have a unilateral option to terminate the DfT Contract with effect from on or around the end of year 7 without paying any compensation to NewCo and it may also require the option to oblige the PSP to acquire DfT's shares in NewCo.                   
         II.2.3)Information about renewals:
            This contract is subject to renewal: No          
   II.3)Duration Of The Contract Or Time-Limit For Completion      
         Duration in months: 120 (from the award of the contract)

   Information About Lots
               
Section III: Legal, Economic, Financial And Technical Information
   III.1)Conditions relating to the contract
      III.1.1)Deposits and guarantees required:
      No deposits are required. DfT's particular guarantee requirements will be set out in the Pre-Qualification Questionnaire ("PQQ") and Invitation to Negotiate ("ITN") documentation and may include amongst other things, performance bonds, parent company guarantees, warranties, retentions and/or other forms of security.
      
      III.1.2)Main financing conditions and payment arrangements and/or reference to the relevant provisions governing them:
      Details of financing conditions and payment arrangements will be outlined in the ITN.
      
      III.1.3)Legal form to be taken by the group of economic operators to whom the contract is to be awarded:
      NewCo will initially be 100 % owned by DfT and DfT will subsequently enter into legal arrangements with the successful PSP under which the successful PSP will subscribe for between 51% and 80% of the equity of NewCo. If the successful PSP is a consortium comprising several entities, DfT reserves the right to require the consortium to form a single legal entity before entering into, or as a condition of, any of the relevant contracts. DfT reserves the right to disqualify any consortium which makes changes to the composition of the consortium after pre-qualification without the prior consent of DfT as the selection criteria will need to be re-applied by DfT taking into account the proposed change.
      
      III.1.4)Other particular conditions:
         The performance of the contract is subject to particular conditions: No       
   III.2)Conditions For Participation
      III.2.1)Personal situation of economic operators, including requirements relating to enrolment on professional or trade registers:

      Applicants will be assessed in accordance with Part 4 of the Public Contracts Regulations 2006 (as amended) on the basis of information provided in response to the PQQ which will be made available on the portal referred to at section I.1. Completed PQQs must be returned to DfT together with a signed contract letting process agreement ("CLP Agreement") by the deadline specified in section IV 3.4 below.      
      III.2.2)Economic and financial capacity
         Economic and financial capacity - means of proof required:         
         
         Information and formalities necessary for evaluating if requirements are met:
         The full range of information regarding the requirements of economic and financial ability are set out in the PQQ.         
         Minimum Level(s) of standards possibly required:
         See conditions set out in the PQQ.
      
      III.2.3)Technical capacity
         Technical capacity - means of proof required         
         
         Information and formalities necessary for evaluating if requirements are met:
         The full range of information regarding the requirements of technical capacity are set in the PQQ.         
         Minimum Level(s) of standards possibly required:
         See conditions set out in the PQQ.      
      III.2.4)Information about reserved contracts: Not Provided   
   III.3)Conditions Specific To Service Contracts
      III.3.1)Information about a particular profession:
         Execution of the service is reserved to a particular profession: No       
      III.3.2)Staff responsible for the execution of the service:
         Legal persons should indicate the names and professional qualifications of the staff responsible for the execution of the service: No
Section IV: Procedure
   IV.1)Type Of Procedure
      IV.1.1)Type of procedure: Negotiated
         Some candidates have already been selected: No      
      IV.1.2)Limitations on the number of operators who will be invited to tender or to participate:
                        Envisaged minimum number: 3 and maximum number: 7         
         Objective Criteria for choosing the limited number of candidates:
         1. Applicants (and in the case of a consortium, each member of the consortium and in the case of a prime contractor with significant sub-contractors the prime contractor and each significant sub-contractor) must pass the grounds for mandatory disqualification and (subject to DfT exercising its discretion) discretionary disqualification as set out in Regulation 23 of the Public Contracts Regulations 2006.
2. In Stage 2B of the PQQ evaluation process (Economic and Financial standing) as outlined in the PQQ guidance document:
(a) an individual Applicant or an overall consortium Applicant or a prime contractor Applicant must pass questions B1 and B2; and
(b) an individual Applicant must achieve and an overall consortium must achieve a minimum overall score for section B of the PQQ (Economic and Financial standing) of 60% (prior to weightings being applied). Where the Applicant is a prime contractor which proposes to use significant sub-contractors (i.e. a sub-contractor who will provide services that NewCo would otherwise provide and which have an estimated value of at least twenty per cent (20%) or £3 million pounds of the turnover of NewCo (whichever is the lower) then the prime contractor and each such significant sub-contractor must achieve a minimum overall score of 60% for Section B. Provided that they each achieve the minimum score, the score of the prime contractor will be used for the purposes of calculating the overall score of that Applicant; and 3. Subject to DfT exercising its discretion pursuant to Regulation 23(4) of the Public Contracts Regulations 2006, each Applicant (and in the case of a consortium, each member of the consortium and in the case of a prime contractor with significant sub-contractors the prime contractor and each significant sub-contractor ) must pass Section G of Stage 2 of the PQQ (Tax Compliance).
Subject to the above, once all PQQ responses have been marked the 7 highest scoring Applicants on economic, financial and technical capacity who have also passed the pass/fails and achieved the minimum standards in each case outlined above will be invited to receive the ITN. Where there is more than one Applicant ranked in seventh place (or last place if less than seven Applicants) then the Applicant scoring highest in the most heavily weighted question (see the table at paragraph 4.8 of the PQQ guidance document for the weightings) will proceed. If there is still a tie then the remaining weighted questions in descending order will be used to identify a difference between Applicants and to select the one in seventh place or last place (as the case may be).      
      IV.1.3)Reduction of the number of operators during the negotiation or dialogue: Yes    
   IV.2)Award Criteria
      IV.2.1)Award criteria:      
         The most economically advantageous tender in terms of
            The criteria stated in the specifications, in the invitation to tender or to negotiate or in the descriptive document

      IV.2.2)Information about electronic auction:
         An electronic auction will be used: No       

   IV.3)Administrative Information
      IV.3.1)File reference number attributed by the contracting authority: NRP10046      
      IV.3.2)Previous publication(s) concerning the same contract: Yes
         Prior information notice
            Notice number in OJEU: 2013/S 135 - 234383 of 11/07/2013
               
         Other previous publications: No                

      IV.3.3)Conditions for obtaining specifications and additional documents or descriptive document:

      Date: 07/04/2014
      Time-limit for receipt of requests for documents or for accessing documents: 12:00
         Payable documents: No       
      
      IV.3.4)Time-limit for receipt of tenders or requests to participate
         Date: 14/04/2014
         Time: 12:00      
      IV.3.5)Date of dispatch of invitations to tender or to participate to selected candidates: 22/05/2014      
      IV.3.6)Language(s) in which tenders or requests to participate may be drawn up: Any EU official language         


Section VI: Complementary Information

   VI.1)This Is A Recurrent Procurement: No
   VI.2)Information about European Union funds:
      The contract is related to a project and/or programme financed by European Union funds: No       
   VI.3)Additional Information: The contracting authority considers that this contract may be suitable for economic operators that are small or medium enterprises (SMEs). However, any selection of tenderers will be based solely on the criteria set out for the procurement, and the contract will be awarded on the basis of the most economically advantageous tender.

The PQQ, PQQ evaluation guidance, descriptive document and CLP Agreement are also available in PDF at https://www.gov.uk/government/collections/new-commercial-models-for-the-vehicle-certification-agency. Potential Applicants are required to register their expression of interest by emailing VCA.NCM@dft.gsi.gov.uk as soon as possible to receive a PQQ and the other related documentation in MS Word. For the avoidance of doubt potential Applicants should note that the return date for the completed PQQ response and signed CLP Agreement is Monday 14 April 2014 at 12:00 noon. These are to be sent to Mr Ian Brown, DfT, Group Procurement & Property Directorate, Zone 5/28,Great Minster House 33 Horseferry Road London, SW1P 4DR.

Applicants should also note that, in accordance with the UK Government's policies on transparency, DfT intends to publish the PQQ, the ITN and the text of any resulting contractual arrangements, subject to possible redactions at the discretion of DfT on Contracts Finder. Further information on transparency can be found at: https://www.gov.uk/government/publications/procurement-and-contracting-transparency-requirementsguidance.

The PQQ referred to in this Notice has a supporting descriptive document. Please note that the descriptive document is directed only at persons who are:
(a) 'investment professionals' falling within the meaning set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); and/or
(b) high net worth entities falling within the meaning set out in Article 49(2) (a) to (d) of the Order; and/or
(c) pursuant to Article 49(2)(e) of the Order, other persons to whom the descriptive document may be otherwise lawfully communicated ("Eligible Recipients").
Any person who is not an Eligible Recipient may not rely on the descriptive document and investment in NewCo will not be available to such persons.

Nothing in this Notice, the PQQ, the descriptive document or any related document constitutes investment advice.

DfT expressly reserves the right:
(i) not to award or enter into any contract as a result of the procurement process commenced by the publication of this notice;
(ii) to make whatever changes it may see fit to the content and structure of the tendering competition;
iii) to award one or more public contract(s) in relation to part only of the requirements covered by this notice; and/or
iv) to award a contract(s) in stages.

In no circumstances will DfT be liable for any costs incurred by the Applicants and their associated parties. Any expenditure, work or effort undertaken prior to contract award is accordingly a matter solely for the commercial judgment of potential Applicants and DfT will not be responsible for any such expenditure.

NewCo is being established, pursuant to DfT's motoring services strategy, which can be found at: https://www.gov.uk/government/speeches/motoring-services-strategy.
To view this notice, please click here:
https://www.delta-esourcing.com/delta/viewNotice.html?noticeId=71055668
GO-201437-PRO-5512053 TKR-201437-PRO-5512052
   
   VI.4)Procedures For Appeal
      VI.4.1)Body responsible for appeal procedures:
      Department for Transport
      5/28 Great Minster House, 33 Horseferry Road, London, SW1P 4DR, United Kingdom
      Tel. +44 02079442254, Email: melinda.johnson@dft.gsi.gov.uk, URL: www.gov.uk/government/organisations/department-for-transport

      VI.4.2)Lodging of appeals: DfT will incorporate a minimum 10 calendar day standstill period at the point information on the award of the contract is communicated to tenderers. Applicants who are unsuccessful shall be informed by DfT as soon as possible after the decision has been made as to the reasons why the Applicant was unsuccessful. Any appeals against the decision should be made to Melinda Johnson, Director, DfT, Group Procurement & Property Directorate, 5/28 Great Minster House, 33 Horseferry Road, London SW1P 4DR. If an appeal regarding the award of a contract has not been successfully resolved, the Public Contracts Regulations 2006 provide for aggrieved parties who have been harmed or are at risk of harm by a breach of the rules to take action in the High Court (England, Wales and Northern Ireland). Any such action must be brought within the applicable limitation periods (in general 30 days beginning with the date when the economic operator first knew or ought to have known that the grounds for starting the proceedings had arisen). Where a contract has not been entered into, the Court may order the setting aside of the award decision or order DfT to amend any document and may award damages. If the contract has been entered into the Court may, depending on the circumstances, award damages, make a declaration of ineffectiveness, order DfT to pay a fine, and/or order that the duration of the contract be shortened. The purpose of the standstill period referred to above is to allow the parties to apply to the Courts to set aside the award decision before the contract is entered into.   
   
      VI.4.3)Service from which information about the lodging of appeals may be obtained:
            Not Provided

   VI.5) Date Of Dispatch Of This Notice: 07/03/2014

ANNEX A