CfQ for the Provision of Economic Consultancy

Terms of Reference and scope of services

The selected service provider shall undertake an independent commercial, financial, economic and regulatory assessment of the request submitted by a third party for an extension of its existing lease and related operating arrangements managed by Malta Freeport. (N.B. The name of the third party will be disclosed to the awarded bidder).

The assignment shall include, the following:

1. Valuation and market benchmarking

Undertake a valuation of the current lease, jetty access and throughput arrangements, including all relevant rentals, tariffs, fees, commitments, rights, obligations and other commercial terms. The assessment shall benchmark the existing arrangements against comparable facilities, transactions and prevailing market practices in Malta, the Mediterranean region and other relevant jurisdictions. Any differences in location, infrastructure, capacity, operating model, risk allocation and market conditions shall be identified and appropriately adjusted for. In addition, the contractor is expected to have competitiveness standing compared to both Direct Global Terminal Competitors and Regional and Hub-Specific Competitors to ensure that the third-party local set-up remains competitive.

2. Assessment of the requested extension period

Assess whether the duration of the lease extension requested by the third party is reasonable and proportionate to the genuinely incremental investment being proposed. This shall include consideration of the investment amount, economic life of the assets, depreciation period, expected return, financing requirements, payback period and the extent to which an extension is necessary to make the proposed investment commercially viable. Where appropriate, the service provider shall identify and evaluate alternative extension periods.

3. Classification and verification of expenditure

Review the proposed investment programme and clearly distinguish between: restoration, reinstatement or replacement works covered, or reasonably expected to be covered, by insurance; routine, mandatory or lifecycle maintenance, including expenditure necessary to satisfy existing contractual, operational, health and safety, environmental or regulatory obligations; and 1 CfQ/MIEA40/2026 – CfQ for the Provision of Economic Consultancy Service

genuinely new investment intended to increase capacity, introduce new services, improve efficiency or support business growth and expansion.

4. The assessment shall identify which costs should not normally be taken into account when considering a lease extension. It shall also verify, as far as possible, whether the proposed investments are genuinely new, when they will be carried out, and their estimated cost.

5. Alternative commercial options and lease structures

Identify and appraise the alternative options available to Government and Malta Freeport Corporation, including maintaining the existing arrangements, granting an extension of a different duration, introducing revised rental or throughput mechanisms, reopening or retendering the opportunity, or adopting alternative concession, licence or lease structures. In addition, the contractor is expected to consider the potential commercial value and market interest that could be generated through a competitive process, compared to a direct extension. Each option shall be assessed in terms of commercial return, legal feasibility, implementation requirements, operational continuity, competitive impact, risk allocation and value for money.

6. Independent economic-impact assessment

Independently review and validate the economic, employment and wider multiplier effect claims submitted in support of the request. This shall include an assessment of the assumptions, methodology, data sources and attribution used by the third party. Direct, indirect and induced impacts shall be clearly distinguished, together with permanent and temporary employment, gross and net impacts, displacement effects, deadweight and potential opportunity costs. The assessment shall include sensitivity analysis under reasonable alternative scenarios.

7. Net-book-value compensation provision

Review the proposal for Government particularly to compensate the third party for the remaining book value of eligible assets when the agreement expires or ends early. The assessment shall determine which assets qualify, who owns them, how their value will be calculated and verified, and their expected useful life and condition. It shall also estimate the potential cost to Government under different scenarios and identify any related financial or operational risks.

8. Recommended conditions for any potential extension

Recommend the commercial, investment, performance, operational and environmental conditions that should apply if an extension is considered. Recommendations shall address, where relevant: CfQ/MIEA40/2026 – CfQ for the Provision of Economic Consultancy Service: revised rental, tariff and throughput arrangements; minimum investment commitments and implementation milestones; performance indicators and minimum service levels; investment verification and independent certification; reporting, audit and information-access rights; operational resilience, security and business continuity; health, safety and environmental performance; decarbonisation, energy efficiency and emissions reduction; financial guarantees, performance bonds and insurance; review, indexation and market-testing mechanisms; change-of-control and asset-transfer provisions; and remedies, penalties, step-in rights and termination provisions. The recommended conditions shall, as far as possible, be measurable, enforceable and linked to clearly defined consequences in the event of non-performance.

9. Legal and regulatory assessment

Identify and assess any legal, public procurement, concession, State-aid, competition, environmental, planning, maritime, port-related or other regulatory considerations arising from the proposed extension. The assessment shall consider whether the proposed arrangements could constitute a material modification of the existing agreement, confer an economic advantage, restrict competition or require notification, approval, authorisation or a competitive procedure. The service provider shall identify any legal or regulatory risks and recommend appropriate mitigation measures.

Expected Deliverables

The selected service provider shall submit: 1. An inception report setting out the proposed methodology, information requirements, benchmarks and work programme within 2 weeks of the kick off meeting (N+2 weeks). 2. A draft assessment report covering all elements of the scope including findings from relevant meetings with indicated stakeholders from the contracting authority (N+8 weeks). 3 CfQ/MIEA40/2026 – CfQ for the Provision of Economic Consultancy Service 3. A financial model showing the valuation, investment appraisal and Government exposure under the principal scenarios considered. (N+10 weeks) 4. A presentation of the draft findings to the contracting authority and relevant stakeholders. (N+12 weeks) 5. A final report incorporating comments received and presenting: (N+14 weeks) the principal findings; a comparison of available options; identified risks and mitigation measures; o recommended commercial and contractual conditions; and a clear, evidence-based recommendation regarding the proposed extension. All assumptions, limitations, information gaps and reliance placed on information supplied by the or third parties shall be expressly disclosed. The Contractor will be expected to develop and present a counter proposal with clear minimum and maximum acceptable parameters which will be utilised by Government during the negotiations stage. The selected service provider shall maintain full independence and declare any actual, potential or perceived conflict of interest. Payment Terms All invoices must be accompanied by duly completed timesheets detailing the services provided during the relevant invoicing period.

Proposals together with the attached bidder details form, shall be sent to procurement.miea@miea.com.mt