Vehicle Certification Agency – New Commercial Model

Vehicle Certification Agency – New Commercial Model

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”).

United Kingdom-London: Technical automobile inspection services

2014/S 049-081951

Contract notice

Services

Directive 2004/18/EC

Section I: Contracting authority

I.1)Name, addresses and contact point(s)

Department for Transport
5/28 Great Minster House, 33 Horseferry Road
Contact point(s): vca.ncm@dft.gsi.gov.uk
SW1P 4DR London
UNITED KINGDOM
Telephone: +44 2079442800
E-mail: vca.ncm@dft.gsi.gov.uk

Internet address(es):

General address of the contracting authority: www.gov.uk/government/organisations/department-for-transport

Address of the buyer profile: www.gov.uk/government/organisations/department-for-transport

Further information can be obtained from: The above mentioned contact point(s)

Specifications and additional documents (including documents for competitive dialogue and a dynamic purchasing system) can be obtained from: The above mentioned contact point(s)

Tenders or requests to participate must be sent to: The above mentioned contact point(s)

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

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 No 12: Architectural services; engineering services and integrated engineering services; urban planning and landscape engineering services; related scientific and technical consulting services; technical testing and analysis services
NUTS code UK

II.1.3)Information about a public contract, a framework agreement or a dynamic purchasing system (DPS)

The notice involves a public contract
II.1.4)Information on framework agreement
II.1.5)Short description of the contract or purchase(s)

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 GBP 100,400,000 and GBP 276,600,000. Of this, between GBP 12,300,000 and GBP 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 (CPV)

71631200, 34200000, 34400000, 34100000, 71630000, 71632000, 71631000, 60100000, 16700000, 63712000, 79714000, 75130000, 75131000, 34223000, 34223100, 34223300, 34410000, 34411000, 34411200, 34113000, 34114000, 34114100, 34114110, 34114120

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 GBP
II.2.2)Information about options

Options: 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)

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

Information and formalities necessary for evaluating if the requirements are met: 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 ability

Information and formalities necessary for evaluating if the 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

Information and formalities necessary for evaluating if the 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
III.3)Conditions specific to services 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 (if appropriate under certain types of negotiated procedures) 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 GBP 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

Recourse to staged procedure to gradually reduce the number of solutions to be discussed or tenders to be negotiated 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

Prior information notice

Notice number in the OJEU: 2013/S 135-234383 of 13.7.2013

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

Time limit for receipt of requests for documents or for accessing documents: 7.4.2014 – 12:00
Payable documents: no
IV.3.4)Time limit for receipt of tenders or requests to participate

14.4.2014 – 12:00
IV.3.5)Date of dispatch of invitations to tender or to participate to selected candidates

22.5.2014
IV.3.6)Language(s) in which tenders or requests to participate may be drawn up

Any EU official language
IV.3.7)Minimum time frame during which the tenderer must maintain the tender
IV.3.8)Conditions for opening of tenders

Section VI: Complementary information

VI.1)Information about recurrence

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 14.4.2014 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 Reference: GO-201437-PRO-5512053

VI.4)Procedures for appeal
VI.4.1)Body responsible for appeal procedures

Department for Transport
5/28 Great Minster House, 33 Horseferry Road
SW1P 4DR London
UNITED KINGDOM
E-mail: melinda.johnson@dft.gsi.gov.uk
Telephone: +44 2079442254
Internet address: www.gov.uk/government/organisations/department-for-transport

VI.4.2)Lodging of appeals

Precise information on deadline(s) for lodging 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

VI.5)Date of dispatch of this notice:7.3.2014