state of qatar kahramaa solar pv independent power project

State of Qatar

Kahramaa Solar PV

Independent Power Project

Pre-Qualification Questionnaire (“PQQ”) for Applicant

01-May-2018

KAHRAMAA SOLAR PV PROJECT PRE-QUALIFICATION QUESTIONNAIRE (PQQ)

1

Notice

This PQQ document is issued by Qatar Electricity and Water Corporation in State of QATAR. All information contained in this PQQ, including commercial, legal and technical information, has been included in this PQQ for illustrative and information purposes only. Each Applicant shall be solely and fully responsible for satisfying itself as to the information required to submit an application to qualify, and to undertake the Project in accordance with the terms of its application if the application is successful and the Applicant subsequently submits a bid to perform the Project.

Whilst the information contained in this PQQ has been prepared in good faith, it does not purport to be comprehensive nor to have been independently verified. Neither KAHRAMAA nor its employees, agents, advisers or consultants make any representation or warranty, express or implied, with respect to the veracity, adequacy, accuracy, reasonableness or completeness of the information contained in this PQQ or with respect to the information on which it is based or in respect to any written or oral information or representation given or made or to be given or made by KAHRAMAA or any of its employees, agents, advisers or consultants to any Applicant or its professional advisers, whether given or made prior to or after the issue of this PQQ (collectively, the "Information").

KAHRAMAA and its advisers and consultants hereby expressly disclaim any and all liability (other than in respect of fraudulent misrepresentation) arising out of or in relation to the Information (including in relation to any omissions there from) and in respect of the use of and/or reliance on such Information by Applicants and/or their advisers.


2

`

TABLE OF CONTENTS

1. Introduction ...................................................................................................................................... 5

Outline Competition Process ............................................................................................................ 7

Project Technical Specifications ....................................................................................................... 8

Project Structure and Contractual Framework .................................................................................. 9

Eligibility Requirements and Selection Process .............................................................................. 11

Instructions to Applicants ............................................................................................................... 15

Appendix A: Basic Information ................................................................................................................. 19

Appendix B: Financial Information ............................................................................................................ 21

Appendix C: Summary of Power Project Experience for qualification under MER 2 ................................. 22

Appendix D: Summary of Solar PV EPC Experience for qualification under MER 3 ................................. 24

Appendix E: Summary of Solar PV Development Experience for qualification under MER 4 ................... 25

Appendix F: Summary of Solar PV O&M Experience for qualification under MER 5 ................................ 27

Appendix G: Submission Letter (to be printed on the Lead Developer’s letter head) ................................ 28

Appendix H: Form of Request for Clarification .......................................................................................... 30


3

GLOSSARY OF TERMS

Applicant A single entity or a consortium of entities responding to this PQQ

Bidder or Bidders An interested party who responds to the RFB

BOO Build, Own, Operate

BOOT Build, Own, Operate and Transfer

COD Commercial Operation Date

Company Has the meaning given to it in paragraph 1.1.3

Connection Equipment Has the meaning given to it in paragraph 1.2.2

Consortium Member Lead Developer, Qualifying Consortium Developer or Other Consortium Developer in case the Applicant is a consortium

Desert Condition Desert Condition is related to experience in climatic conditions similar to a desert, based on the information in the NASA Surface meteorology and Solar Energy database (https://eosweb.larc.nasa.gov/cgi-bin/sse/grid.cgi?&[email protected]&step=1&p=&lat=4345&submit=Submit&lon=11150) meeting the following parameters:

Parameter 1 Parameter 2

Selection menu Insolation on horizontal surface (Average, Min, Max) under Parameters for Sizing and Pointing of Solar Panels and for Solar Thermal Applications

Precipitation under Meteorology (Other)

Result screen Monthly Averaged Insolation Incident On A Horizontal Surface (kWh/m2/day)

Monthly Averaged Precipitation (mm/day)

Value to be chosen

Highest monthly value

Annual Average

Threshold value > 6.5 < 2

EPC Engineering, Procurement and Construction

Facility Has the meaning given to it in paragraph 1.2.1

Government The Government of the State of Qatar


4

Government Guarantee Has the meaning given to it in paragraph 4.3.2

Holding Company Has the meaning given to it in paragraph 6.8.4

IPP Independent Power Producer

IWPP Independent Water and Power Producer

JVA Has the meaning given to it in paragraph 4.3.5

KAHRAMAA Qatar General Electricity & Water Corporation

Lead Developer Where the Applicant is a single entity, the Applicant would be the Lead Developer as set out in 5.2. Where the Applicant is a consortium, the nominated leader of the consortium would be the Lead Developer as set out in 5.3.

MER Has the meaning given to it in paragraph 5.4

MER 1 Has the meaning given to it in paragraph 5.4.1





Other Consortium Developer

A member of the Applicant who will be an equity participant in the Applicant but is not a Lead Developer or a Qualifying Consortium Developer.

O&M Operation and maintenance

PQQ Pre-Qualification Questionnaire

Prequalified Applicant An Applicant who is notified by KAHRAMAA in accordance with this PQQ to have met the Qualifications set out in 5.4

Project The development, financing, design, engineering, construction, ownership, operation and maintenance of an Solar PV IPP of around 500 MW of power, to be setup near Al Kharsaa in the State of Qatar

PPA Has the meaning given to it in paragraph 1.1.4

Qualifying Consortium Developer

A member of the Applicant who will be an equity participant in the Applicant and is nominated to meet one or more of the MERs.

RFB Request For Bid

SNI Strategic National Investor(s)

Solar PV Solar Photo-Voltaic

SOQ Statement of Qualification submitted by the Applicant in response the this PQQ

SOQ Submission Deadline The SOQ deadline more particularly described in paragraph 2.4

SPV Special Purpose Vehicle


5

1. Introduction

Background and Executive Summary

1.1.1 On behalf of the State of Qatar, KAHRAMAA is pleased to provide this PQQ in respect of the development of the Project.

1.1.2 In order to meet forecast demand for power as well as to diversify the energy mix, KAHRAMAA, as the appropriate Qatari authority, is conducting a competitive procurement process for the selection of suitably qualified international developer.

1.1.3 The developer will design, build, own, finance, operate and transfer a Solar PV IPP Facility through a special purpose vehicle ("Company"). The Facility is expected to meet a requirement for additional power generation of [around 500 MW] of power using renewable Solar energy.

1.1.4 The Company will sell its entire capacity and output to KAHRAMAA under a Power Purchase Agreement (“PPA”).

1.1.5 The Company will be required to place up to 60% of its shares with Qatari SNIs.

1.1.6 Applicants must demonstrate their relevant regional and international experience and meet minimum technical, financial and legal requirements in response to this PQQ in order to demonstrate their satisfaction of the MERs.

1.1.7 The SOQ should be submitted no later than the SOQ Submission Deadline, in both hard copy and an electronic copy in PDF format via hand delivery and e-mail. Details of SOQ submission are provided in Clause 6.2.

Project Specifications:

1.2.1 The new power generation facility (“Facility”) will be constructed on a site allocated by KAHRAMAA. The Facility will be developed on a “build, own, operate and transfer” basis with a 25 year operation period.

1.2.2 In addition, to enable evacuation of the power generated to the power grid systems, some downstream transmission infrastructure (“Connection Equipment”) up to the power delivery points may be required to be constructed. The Connection Equipment will be transferred to KAHRAMAA on completion of construction, in accordance with the terms of the PPA

1.2.3 The participants in the Project will include the following entities:

Independent power producers, who will be invited, subject to the terms of the RFB, to establish the SPV through a company established under Article 207 of Law No 11 of 2015 ("Commercial Companies Law") with SNIs;

SNIs, one or more Qatari entities as nominated by the KAHRAMAA during the RFB stage. The SNIs, collectively, will hold up to 60% shareholding in the Company;

KAHRAMAA, a public corporation which purchases, transmits, distributes and sells electrical power and potable water in the State of Qatar. KAHRAMAA will purchase, on an exclusive basis, the entire power capacity and output of the Facility under a Power


6

Purchase Agreement with the Company. KAHRAMAA’s liability for payment under the PPA will be guaranteed by the State of Qatar under a Government Guarantee. The Facility will be transferred to KAHRAMAA at the end of the Term. The Connection Equipment will be transferred to KAHRAMAA when its construction is complete. KAHRAMAA will allocate land for the Facility (and Connection Equipment).

1.2.4 The Project shall also include obtaining all the required approvals from concerned authorities.

Description of Qatar Power Transmission System

1.3.1 The Qatar Power Transmission System, which is owned by KAHRAMAA, comprises underground cable and overhead line networks operated at 400 kV, 220kV, 132kV, 66kV and 33kV. The KAHRAMAA Distribution System is operated at 11kV and domestic consumers are supplied at 415 V.

1.3.2 A three phase, 50 Hz system with effectively earthed neutrals at Transmission voltage levels is applied.

1.3.3 There are currently nine (9) Power Generation Station sites that are the subject of a PPA.

1.3.4 Digital Substation Control Systems have been implemented under Qatar Transmission System Expansion Phase IV and Phase V for substation control and a modern National Control Centre ("NCC") was established to perform the supervision and the remote control of transmission networks (220 KV and above). 2nd control centre (“DGCC”) is established to perform the control of sub transmission (132 kV and below) networks. The NCC performs power dispatching from the above listed Independent Power Producers (IPP‟s) to maintain desired frequency levels, operates the transmission network at desired voltage levels as well as load shedding and restoration on the 11kV distribution system, with special emphasis always given to safety and security of the network. Moreover, an emergency control center (“ENCC”) was established to supervise and remote control of all the transmission network (all voltage levels) along with generation dispatching under emergency cases.


7

Outline Competition Process

KAHRAMAA will procure the Project through a two stage competition process. Under the first phase of the competition process, Applicants will submit their SOQ in response to this PQQ. Applicants that have been evaluated by KAHRAMAA to have met the MERs may be invited to the second phase, to submit a response to the RFB. The RFB will set out the terms under which Prequalified Applicants will be invited to submit bids for the Project.

Once prequalified, the Consortium Members shall not be changed without KAHRAMAA’s explicit approval in writing. The Applicant needs to demonstrate how the proposed Consortium Members will continue to satisfy the MERs, post the proposed change.

KAHRAMAA reserves the right at its sole discretion to exclude any person (whether a Consortium Member, Applicant or otherwise) from the competitive process at any time, where such Applicant has failed to comply in whole or in part with any requirement of the competitive process.

A summary of the key milestones for the Pre-Qualification competition process is presented below:

Item Action Timeframe

1. Issuance of the PQQ 01 May 2018

2. Submission of Applicant clarifications deadline 31 May 2018

3. Issuance of KAHRAMAA responses to clarifications 11 June 2018

4. SOQ Submission Deadline 24 June 2018

A summary of the key milestones for the competitive process post Pre-Qualification process is presented below:

i. Issue of RFB

ii. Submission of Bids

iii. Selection of Preferred Bidders and Limited Notice to Proceed

iv. PPA Signing

v. Project Commercial Operation Date


8

Project Technical Specifications

The Project shall cover the installation of a Solar PV power plant with a net power capacity of around 500 MW. The target net capacity is being determined based on the site extension and of power transmission line constraints and will be communicated at RFB stage.

The Project location will be near Al Kharsaa, Qatar.

The Project shall be designed to ensure flexibility of operation, a high level of fault tolerance and ease of maintenance.

Additional information on the site condition will be provided as part of the RFB to the extent available. However, Bidders will be responsible for acquiring all relevant information required to propose an appropriate design for the Project.

The Project is required to be developed, constructed and operated according to local environmental protection regulations and stipulations. The development of a full environmental impact assessment will be required as part of the Project. The successful Bidder will be responsible for obtaining all necessary environmental approvals for the Project.

The RFB will request Bidders to provide information, technical and performance data, drawings, etc., which will be evaluated to ensure compliance with the technical requirements.

In addition, the successful Bidder will be responsible for obtaining all necessary permits, licences, authorisations and approvals for the construction and operation required for the Project as a whole.


9

Project Structure and Contractual Framework

Introduction

The successful Bidder is expected to establish a Qatari SPV to implement the Project and to enter into the project agreements. The project agreements that the Company will be required to enter into will be substantially in the same form as for previous I(W)PPs successfully developed and financed in Qatar. To facilitate the bid process, it is the intention that full drafts of these agreements will be made available at the RFB stage.

Project Agreements

4.3.1 Power Purchase Agreement

General

The PPA will be the principal agreement between the Company and KAHRAMAA. The PPA will set out the terms upon which the Company will design, construct and commission the Project and sell power output to KAHRAMAA, in return for tariff described below.

Term

It is anticipated that the COD will be in December 2020. The PPA is expected to be for an operating period of 25 years from COD.

Tariff Structure

In return for the Company selling the power output to KAHRAMAA, KAHRAMAA anticipates that it will pay the Company an energy charge comprising of a fixed and variable charge. The RFB will set out the detailed tariff structure for the Project.

These charges will be set according to the amounts included and evaluated in the successful Bidder’s proposal.

Bid Bond

As part of their response to the RFB, Bidders shall be required to submit a Bid Bond in respect of the performance of their obligations under and arising from the RFB.

Performance Bond

The PPA will require the successful Bidder to post a performance bond and will include milestones for commencement of construction and achievement of the COD, including achieving minimum guaranteed capacities and efficiencies. Failure to achieve these dates or performance criteria may result in termination of the PPA and/or a claim under the performance bond.

Testing of the Facility

The PPA will provide for the Company to undertake acceptance tests for the purpose of commissioning the Facility, which must be duly completed in order to achieve the COD. Among other requirements, the acceptance tests will include other tests for functionality,


10

performance, reliability, availability and health, safety & environmental compliance. Once the COD has occurred, the PPA will require the Company to undertake plant performance tests on an annual basis.

4.3.2 Government Guarantee

It is intended that the State of Qatar will issue a Government Guarantee guaranteeing the payment obligations of KAHRAMAA under the PPA. The form of Government Guarantee will be provided in the RFB.

4.3.3 Connection Equipment Transfer Agreement

The Company may be required to enter into an agreement with KAHRAMAA for the transfer to KAHRAMAA of legal title to the Connection Equipment following completion of its construction.

4.3.4 Grant of Rights Agreement

It is intended that the State of Qatar will issue a grant of rights agreement providing the terms of a concession to be provided for the establishment of the Project.

4.3.5 Joint Venture Agreement

The successful Bidder will be required to enter into a Joint Venture Agreement (“JVA”) with SNIs, as identified at the RFB stage, providing for the constitution, governance and management of the Company to be established for the execution of the Project. The Company will be constituted with the following shareholdings:

SNIs up to 60% Successful Bidder minimum 40%

A form of the JVA will be provided in the RFB. The JVA deals with such issues as financing, dividend payments, defaults, remedies, termination and dispute resolution, and share disposal.

Financing for the Project

4.4.1 Financing for the Project will be the sole responsibility of the successful Bidder. The Bidder will not be restricted in any way from sourcing finance for the Project from a combination of own resources and from the debt markets. KAHRAMAA recognises that the successful Bidder may wish to raise limited recourse financing in relation to the Project and that lenders may expect to be afforded certain rights in relation to such financing. Accordingly, if required, relevant Project contracts will contain provisions requiring the counterparties to enter into appropriate direct agreements with the lenders.

4.4.2 Bidders will be expected to submit bids with a minimum level of committed project financing, the details and extend of which will be specified in the RFB.

4.4.3 Those seeking to utilise other sources of finance will need to demonstrate and provide similar evidence that the required funding has been allocated for the Project.

4.4.4 Bidders shall not be permitted to solicit the involvement of Qatari banks and lending institutions on an exclusive basis.


11

Eligibility Requirements and Selection Process

Introduction

5.1.1 In order to pre-qualify for the Project, the Applicant must submit an SOQ by the SOQ Submission Deadline.

5.1.2 KAHRAMAA and its advisers and consultants shall evaluate the responses to this PQQ and KAHRAMAA shall determine, at its absolute discretion, those Applicants who will be invited to receive the RFB and submit a bid in response to the RFB.

5.1.3 In accordance with the Ministry of Finance (MoF) Circular No. 6 of year 2016 relating to Government Procurement Regulatory Department regarding to the classification procedures in the New Tender Law and it Executive Regulations, Applicants shall be required to comply with the following:

5.1.3.1 Applicants (including each Consortium Member if relevant) must be classified by MoF and must be issued with Service Providers’ Classification Certificates;

5.1.3.2 Applicants (including each Consortium Member if relevant) without classification certificates are able to collect this PQQ and the RFB but they may not submit a proposal until a classification certificates is obtained from MoF;

5.1.3.3 for any Applicants based outside Qatar, classification certificates from the country of origin or equivalent are acceptable in lieu of classification certificates from MoF, but only for the purposes of submitting a proposal. If such Applicant is awarded a contract, they must register with MoF by submitting a copy of their classification certificate from their country of origin to MoF before signing the contract with the KAHRAMA;

5.1.3.4 In case the foreign companies do not have classification certificates from their country of origin then the same rules applicable to Qatari companies in sections 5.1.3.1 and 5.1.3.2 apply.

5.1.4 The eligibility requirements are set out in section 5.4.

Applicant Entities – Single Entity Applicant

5.2.1 If the Applicant is a single entity, it must meet each of the following MERs:

Satisfy MER 1; and Satisfy either:

o MER 2 and MER 3; or o MER 4; and

Satisfy MER 5.

5.2.2 Where the Applicant is a single entity, the Applicant is the Lead Developer.

Applicant Entities – Consortium Applicant

5.3.1 If the Applicant is a consortium, subject to the requirements set out below, the Consortium Members must collectively meet the following MERs:

Satisfy MER 1; and


12

Satisfy either: o MER 2 and MER 3; or o MER 4; and

Satisfy MER 5.

5.3.2 An Applicant that is a consortium must nominate a Lead Developer. The Lead Developer of the consortium must, as a minimum meet the following MERs described in 5.4:

Satisfy MER 1; and Satisfy either:

o MER 2; or o MER 4.

5.3.3 Where not all the above MERs (listed in 5.4) are satisfied by the Lead Developer, the same needs to be met by Qualifying Consortium Developer (s).

5.3.4 For the avoidance of doubt, each MER needs to be passed by the Lead Developer or a Qualifying Consortium Developer (as the case may be) on an individual basis and not through aggregation with another member of the consortium.

5.3.5 The Lead Developer shall be required to maintain the highest economic or ownership interest amongst all the Consortium Members but no less than 40% of the economic or ownership interest in the Consortium. Each Qualifying Consortium Developer that is used for meeting the MERs shall be required to retain no less than 20% of the economic or ownership interest in the Consortium.

5.3.6 Applicants are permitted to include Consortium Members who are not used to meet any of the MERs (“Other Consortium Developer”). Details of such Other Consortium Developer (s) are to be provided in Appendix A and G.

Minimum Eligibility Requirements (“MER”):

5.4.1 Minimum Eligibility Requirement 1 ("MER 1"): Financial standing

An Applicant (or Lead Developer in case of a consortium) must have a minimum tangible net worth of [US$ 200] million (or equivalent) in each of three years immediately preceding the SOQ Submission Deadline.

Every Qualifying Consortium Developer must have a minimum tangible net worth of [US$ 50] million (or equivalent) in each of three years immediately preceding the SOQ Submission Deadline.

5.4.2 Minimum Eligibility Requirement 2 ("MER 2"): Development experience of IPPs/ IWPPs

A strong track record of successfully developing projects on a BOO/BOOT basis as demonstrated by minimum two (2) operational IPP/ IWPP with a capacity of at least [300 MW] of power each, each of which are currently owned by the Applicant, and which have commenced commercial operations within the ten (10) year period immediately preceding the SOQ Submission Deadline. At least one such project should have been developed outside the country in which the largest proportion of the group turnover of the Applicant arises.

For each of the reference projects to be considered under MER 2, the Applicant must have a minimum shareholding of [40%] of the private sector’s share of the Project


13

Company. The Applicant’s shareholding for meeting this MER shall be considered to be the lower of the shareholding at time of award/commencement of construction and shareholding at the date of COD.

Details of these projects are to be included by the Applicant in the format set out in Appendix C.

5.4.3 Minimum Eligibility Requirement 3 ("MER 3"): Construction experience of Solar PV projects

Strong track record of successfully undertaking the engineering, procurement and construction of Solar PV plants either based on its own undertaking or through the employment of the services of a specialized firm as demonstrated by minimum two (2) operational Solar PV plants each with a capacity of at least [50 MW] which have commenced commercial operations within the ten (10) year period immediately preceding the SOQ Submission Deadline, of which at least one (1) such project should have been constructed outside the country in which the largest proportion of the group turnover of the Applicant arises. Also, at least one (1) referenced project should have been constructed in Desert Conditions.

For avoidance of doubt, where a Lead Developer wishes to qualify by satisfying MER 2, such Lead Developer is required to demonstrate experience in MER 3 either directly or through a Qualifying Consortium Developer.

Details of these projects are to be included by the Applicant in the format set out in Appendix D.

5.4.4 Minimum Eligibility Requirement 4 ("MER 4"): Development experience of Solar PV projects

Strong track record of successfully developing projects on a BOO/BOOT basis as demonstrated by minimum three (3) operational Solar PV plants each with a capacity of at least 50 MW, each of which are currently owned by the Applicant, and which have commenced commercial operations within the ten (10) year period immediately preceding the SOQ Submission Deadline, of which at least one (1) such project should have been developed outside the country in which the largest proportion of the group turnover of the Applicant arises. Also, at least one (1) referenced project should have been developed in Desert Conditions.

For each of the reference projects to be considered under MER 4, the Applicant must have a minimum shareholding of 40% of the private sector’s share of the Project Company. The Applicant’s shareholding for meeting this MER shall be considered to be the lower of the shareholding at time of project award/commencement of construction and shareholding at the date of project COD.

For avoidance of doubt, where a Lead Developer wishes to qualify by satisfying MER 4, the Lead Developer is not required to demonstrate experience in MER 2 and MER 3.

Details of these projects are to be included by the Applicant in the format set out in Appendix E.


14

5.4.5 Minimum Eligibility Requirement 5 ("MER 5"): Operations and maintenance experience of Solar PV projects

Strong track record of successfully operating projects either based on its own undertaking or through the employment of the services of a specialized firm as demonstrated by minimum two (2) operational Solar PV plants each with a capacity of at least [50 MW] which have commenced commercial operations within the ten (10) year period immediately preceding the SOQ Submission Deadline, of which at least one (1) such project should have been operated outside the country in which the largest proportion of the group turnover of the Applicant arises. Also, at least one (1) referenced project should have been developed in Desert Conditions. Such O&M experience should cover, at a minimum, the initial start-up phase and the first six months of operations.

Details of these projects are to be included by the Applicant in the format set out in Appendix F.

5.4.6 For avoidance of doubt, the Applicant shareholding in the reference projects used for satisfying the MERs mentioned in sections 5.4.2 and will be determined as follows:

5.4.6.1 Where in a SPV, there is ownership by the procuring government, the Applicant’s shareholding, as a proportion of the total private sector1 shareholding will be considered for PQQ evaluation. For instance, if an Applicant owns 10% stake of an SPV where the total private sector holding is limited to 40%, for evaluation in the MER 2 and MER 4, such Applicant’s shareholding would be considered to be 25%.

Other requirements

5.5.1 The Applicant is required to provide information of all shareholders having a shareholding of more than 20% in the Applicant.

1 Private sector shareholding in this context refers to shareholding not held by the procuring government. For instance, in Qatar, private shareholding refers to shareholding held by parties other than SNIs.


15

Instructions to Applicants

Clarifications and Additional Information Request

6.1.1 Clarifications and requests for further information in relation to this PQQ may be raised by Applicants. Applicants shall submit such clarifications and requests in accordance with the requirements and format prescribed in Appendix H. All such clarifications and requests shall be in writing and submitted to KAHRAMAA to the physical and email addresses identified in paragraph 6.2 no later than the date set out in paragraph 2.4. Applicants shall submit such clarifications and requests for further information in Microsoft Word and PDF formats via hand delivery and email.

6.1.2 All clarifications and/or requests for further information and/or other comments made by Applicants to KAHRAMAA which relate to this PQQ shall be in English.

6.1.3 The responsibility for correct delivery/transmission of clarifications and requests for further information will rest entirely with the Applicant.

6.1.4 KAHRAMAA will respond to clarifications by the date set out in paragraph 2.4. KAHRAMAA will share clarification response (as well as the original clarification) with all Applicants.

Submission of SOQ

6.2.1 The SOQ should be submitted no later than the SOQ Submission Deadline, in both hard copy and an electronic copy in PDF format via hand delivery and e-mail.

Hard copy to be submitted to:

Eng. AbdulAziz A. Al Mahmoud, Manager - Planning & Development of Production and Water Resources Department, New Kahramaa building, Sheraton roundabout, Al Corniche, P.O.Box 41, Doha, Qatar. An electronic copy must also be submitted in PDF format via e-mail to: [email protected] The electronic copy can be submitted as a single file or multiple files (suitably named), provided that the size of each file does not exceed 10 MB.

6.2.2 In the event of any discrepancy between the hard copy and soft copy versions of the document, the physically submitted hard copy version shall prevail

6.2.3 Responsibility for actual physical delivery rests entirely with Applicants.

Original documents

6.3.1 The original of each SOQ shall include the original of all documents required to be submitted with or as part of an SOQ.

Ownership of SOQs

6.4.1 On submission, the SOQ and all copies thereof shall become the absolute property of KAHRAMAA who shall be entitled to copy and distribute the same to appropriate third


16

parties, as reasonably required in connection with this Project and/or as required by applicable law.

Language

6.5.1 All SOQs and supporting documents must be in English. Where an original document is written in a language other than English, the Applicant shall provide a certified English translation. In the event of any discrepancy between the English and non-English versions of the document, the English version shall prevail.

Sealing and marking of the SOQ submission

6.6.1 The original SOQ documents must be enclosed in an envelope (“Envelope 1”) marked 'original'. Another four (4) copies of SOQ documents must be enclosed in a separate envelope (“Envelope 2”) marked 'copy'. Both of these envelopes shall be placed in a strong envelope or box marked 'original and copies SOQ' sealed and shall bear the tender number, project name, and the address of KAHRAMAA.

6.6.2 The exterior of the sealed envelopes or boxes must not reveal the identity of the Applicant.

Responsibility of Applicant

6.7.1 Applicants are solely responsible for satisfying themselves with respect to all matters that may in any way affect the Project. Failure to do so will be at the Applicant's entire risk and no relief will be given for errors or omissions by an Applicant or by KAHRAMAA.

Information Requirement in the SOQ

6.8.1 Applicants are required to submit Appendices A, B, C, D, E, F, and G attached.

6.8.2 Supplementary Information:

6.8.3 This section shall include the following:

(i) Other relevant information relating to the Applicant's technical experience and capabilities that the Applicant believes would be helpful in assessing the Applicant’s SOQ.

(ii) Copies of annual audited financial statements for each of the last three (3) years. Such financial statements shall include a consolidated balance sheet, consolidated income statement, consolidated cash flow statement and consolidated owner’s equity statement, along with corresponding footnotes, in accordance with generally accepted accounting practices.

6.8.4 Where the Applicant is a majority owned subsidiary of a group, it must submit the aforementioned financial information both for the ultimate holding company (the “Holding Company”) and the Applicant.

6.8.5 Where an Applicant has less than three (3) years of operation, it must submit the aforementioned financial information covering the full three (3) year period by providing such financial information for its parent company or predecessor(s) as appropriate.

6.8.6 Where an Applicant is a consortium:

(i) The SOQ must clearly identify the composition of the consortium including


17

identifying the Lead Developer and all Consortium Members. Each Consortium Member must provide duly completed form set out in Appendix A: Basic Information and other forms as applicable;

(ii) The Lead Developer must accept responsibility for all obligations in relation to this PQQ, shall provide evidence of being the main point of contact for KAHRAMAA and authority of the person executing Appendix G (Submission Letter) on behalf of the consortium.

Legal

6.9.1 The Applicant shall provide the following information:

(i) Copies of the Applicant’s organizational documents (e.g. certificate of incorporation, contract or deed of incorporation, memorandum and/or articles of association, bylaws, etc.) together with all amendments thereto, if any;

(ii) Copies of a certificate of registration in the commercial registry and/or company registry or a good standing certificate from the jurisdiction of the Applicant’s incorporation (or, if unavailable in such jurisdiction as a matter of law, an equivalent thereof);

(iii) The Applicant shall provide confirmation that they are not subject to any court or arbitration proceedings in Qatar or any material court or arbitration proceedings elsewhere in the world or if they have not able to provide this confirmation, provide details of the of any such proceedings; and

(iv) a Submission Letter in the form set out in Appendix G, signed by the Applicant's authorised signatory.

6.9.2 Other Information to be provided by all Applicants:

(i) Where the Applicant is part of a wider group of companies, the SOQ must include sufficient information to make clear where in the hierarchy of that group of companies the Applicant is situated.

(ii) Where the Applicant is an existing investor within the power and water sector in Qatar, the Applicant shall provide details of its equity interest/shareholding in companies having an interest in this sector.

6.9.3 For the avoidance of doubt, where the Applicant comprises of Consortium Members, each Consortium Member must submit each deliverable outlined in sections 6.9.1 and 6.9.2.

6.9.4 No Applicant that is a consortium may contain any entity that is a member, or have an affiliate that is a member, of more than one consortium responding to this PQQ, unless approved in writing by KAHRAMAA prior to the submission of the SOQ. Applicants should note that this requirement is not intended to restrict envisaged suppliers of equipment or services from supporting more than one Applicant in that role.

Other Conditions

6.10.1 By submitting its SOQ, the Applicant releases KAHRAMAA and its advisors and consultants, irrevocably, completely and unconditionally, from any and all liability for any claims, losses, damages, costs, expenses or any other liabilities of any kind whatsoever in any way related to or arising from the assessment of, and associated decision making


18

process regarding, the Applicant’s SOQ and/or eligibility and/or qualification for the Project.

6.10.2 At any time before the SOQ Submission Deadline, KAHRAMAA may issue addenda in writing to Applicants. Applicants will be notified via email. Any addenda may modify any respect this PQQ or any information previously supplied to Applicants. KAHRAMAA will endeavour not to issue addenda less than seven days prior to the SOQ Submission Deadline. An Applicant’s late receipt of addenda or failure to acknowledge receipt of any addenda shall not relieve that Applicant from complying with such addenda.

Evaluation and Notification of Evaluation Results

6.11.1 Notification of the selected Prequalified Applicants shall be through individual email/ fax per contact details provided by the respective Lead Developer.


19

Appendix A: Basic Information

A1. Applicant Composition

Applicant : Lead Developer



Other Consortium Developer

[Additional columns may be added as necessary]

Name of Applicant

Proposed shareholding in Consortium (%)

MER 1 [yes/no] [yes/no] [yes/no]

MER 2 [yes/no]

MER 3 [yes/ no] [yes/no] [yes/no]

MER 4 [yes/no]

MER 5 [yes/no] [yes/no] [yes/no]

* Where the Applicant is a single entity, details are required to be provided only in Lead Developer column.

* Not all MERs need to be satisfied. Applicants are requested to fill the table as per the requirements provided in Section 5 as may be applicable.


20

A2. Basic Information on Applicant

Appendix A2: BASIC INFORMATION ON APPLICANT

Company name of Applicant

Address of headquarters

Contact details:

(a) Name

(b) Address

(c) Telephone number (land line & mobile)

(d) Fax number

(e) Contact e-mail address (primary)

Contact e-mail address (secondary)

Address of Qatari or regional office (if applicable)

(a) Name

(b) Address

(c) Telephone number

(d) Fax number

(e) Contact e-mail address

Company profile (short description – may be submitted as a separate addendum)

Major shareholders in the Applicant (shareholder owning more than 20% stake in the Applicant)

[please provide details of shareholder name and % stake]

Proposed shareholding in the Consortium

* Where the Applicant is a consortium, the above form must be filled by the Lead Developer, each Qualifying Consortium Developer and each Other Consortium Developer.


21

Appendix B: Financial Information

Information set out in the table below for the purpose of calculation of the tangible net worth of the Applicant as required by MER 1. Applicant is required to provide details in all fields.

Item As at Fiscal Year end for period “n-1”

As at Fiscal Year end for period “n-2”

As at Fiscal Year end for period “n-3”

Applicant name [Lead Developer or Qualifying Consortium Developer as the case may be]

Paid-in capital

Retained earnings

Revaluation reserves

Other reserves

Currency translation adjustment

Less: Treasury stock

Subtotal: Net worth

Less: Goodwill

Less: Net intangibles

Less: Loans to shareholders

TANGIBLE NET WORTH

Please indicate the accounting standards under which the annual accounts that provided the information used in the calculation above were audited

MER 1 Evaluation2

Tangible Net Worth exceeds minimum threshold in each year?

[yes/ no] [yes/ no] [yes/ no]

MER 1 satisfied [yes/ no]

where “n” is Applicant’s current Fiscal Year

* Where the Applicant is a majority owned subsidiary of group, the above form for the ultimate Holding Company must be provided separately in addition to those of the Applicant itself.

* Where the Applicant is a consortium, the above form must be provided for the Lead Developer as well as each Qualifying Consortium Developer.

2 Section below also to be filled by Applicants


22

Appendix C: Summary of Power Project Experience for qualification under MER 2

Appendix C: SUMMARY OF POWER PROJECT EXPERIENCE IN THE LAST 10 YEARS 3 (to be completed by the Applicant for each project) Applicant Name: ___________ Form for consideration under MER 2

Project 1 Project 2

No Items

1 Name of plant (IPP/ IWPPs)

2 Location of plant (city, country)

3 Power Capacity in MW

4 Technology/ fuel [eg. Gas, coal etc] [eg. Gas, coal etc]

5 Project type (IPP/ EPC)

6 Financial Close date [mm/ yyyy] mm/ yyyy]

7

Applicant’s Role on the project (e.g. Owner, (Lead) Developer, O&M provider, EPC contractor etc.). If the Applicant was member of consortium, please list all the consortium members and their roles.

8 If the Applicant is not the owner of the plant, please provide name of owner

9 Applicant’s shareholding in % (of total Project Company) at time of award/ commencement of construction

10

Applicant’s shareholding in % (of total private sector stake of Project Company) at the time of award/ commencement of construction

11 Applicant’s shareholding in % (of total Project Company) at time of COD

12 Applicant’s shareholding in % (of total private sector stake of Project Company) at the time of COD

13 Applicant’s current shareholding in % (of total Project Company) as on date of SOQ Submission Deadline

14

Applicant’s current shareholding in % (of total private sector stake of Project Company) as on date of SOQ Submission Deadline

15 Project cost (in mn US$)

16 Debt finance raised (in mn US$)

17 Sources of debt finance (conventional debt, ECA etc.)

18 Equity finance contributed (in mn US$)

3 Applicants to provide information on only conventional thermal plants


23

19 Date of financial close [mm/ yyyy] [mm/ yyyy]

20 Dates of scheduled Project COD [mm/ yyyy] [mm/ yyyy]

21 Dates of actual Project COD [mm/ yyyy] [mm/ yyyy]

MER 2 Evaluation4

MER 2 criteria Project 1 Project 2

IPP/ IWPP with capacity >= 300 MW [yes/no] [yes/no]

Located outside home country of applicant [yes/no] [yes/no]

Developed within the last 10 years [yes/no] [yes/no]

Minimum shareholding of more than [40%] [yes/no] [yes/no]

Ownership currently held [yes/no] [yes/no]

MER 2 Satisfied: [yes/no]

4 Section below also to be filled by Applicants


24

Appendix D: Summary of Solar PV EPC Experience for qualification under MER 3

Appendix D: SUMMARY OF SOLAR PV EPC EXPERIENCE IN THE LAST 10 YEARS (to be completed by the Applicant for each project) Applicant Name: ___________ Form for consideration under MER 3

Project 1 Project 2

No Items

1 Name of plant


3 Latitude and Longitude of the plant


5 Technology/ fuel Solar PV Solar PV



7




10 Dates of scheduled COD [mm/ yyyy] [mm/ yyyy]

11 Dates of actual COD [mm/ yyyy] [mm/ yyyy]

MER 3 Evaluation5


Solar PV project with capacity >= 50 MW [yes/no] [yes/no]


Developed within the last 10 years [yes/no] [yes/no]

Located in Desert Conditions6 [yes/no] [yes/no]


5 Section below also to be filled by Applicants 6 Desert Condition criteria will be evaluated for the referenced plant based on the information as shown for the coordinates of the referenced project in the NASA Surface meteorology and Solar Energy database (https://eosweb.larc.nasa.gov/cgi-bin/sse/grid.cgi?&[email protected]&step=1&p=&lat=4345&submit=Submit&lon=11150)


25

Appendix E: Summary of Solar PV Development Experience for qualification under MER 4

Appendix E: SUMMARY OF SOLAR PV DEVELOPMENT EXPERIENCE IN THE LAST 10 YEARS(to be completed by the Applicant for each project) Applicant Name: ___________ Form for consideration under MER 4

Project 1 Project 2 Project 3

No Items

1 Name of plant




5 Technology/ fuel Solar PV Solar PV Solar PV


6 Financial Close date [mm/ yyyy] mm/ yyyy] mm/ yyyy]

7



9 Applicant’s shareholding in % (of total Project Company) at time of award/ commencement of construction

10

Applicant’s shareholding in % (of total private sector stake of Project Company) at the time of award/ commencement of construction

11 Applicant’s shareholding in % (of total Project Company) at time of COD

12 Applicant’s shareholding in % (of total private sector stake of Project Company) at the time of COD

13 Applicant’s current shareholding in % (of total Project Company) as on date of SOQ Submission Deadline

14

Applicant’s current shareholding in % (of total private sector stake of Project Company) as on date of SOQ Submission Deadline


16 Debt finance raised (in mn US$)

17 Sources of debt finance (conventional debt, ECA etc.)


26

18 Equity finance contributed (in mn US$)

19 Date of financial close [mm/ yyyy] [mm/ yyyy] [mm/ yyyy]

20 Dates of scheduled Project COD [mm/ yyyy] [mm/ yyyy] [mm/ yyyy]

21 Dates of actual Project COD [mm/ yyyy] [mm/ yyyy] [mm/ yyyy]

MER 4 Evaluation7

MER 4 criteria Project 1 Project 2 Project 3

Solar PV project with capacity >= 50 MW [yes/no] [yes/no] [yes/no]

Located outside home country of applicant [yes/no] [yes/no] [yes/no]

Developed within the last 10 years [yes/no] [yes/no] [yes/no]

Minimum shareholding of more than [40%] [yes/no] [yes/no] [yes/no]

Ownership currently held [yes/no] [yes/no] [yes/no]

Located in Desert Conditions8 [yes/no] [yes/no] [yes/no]




27

Appendix F: Summary of Solar PV O&M Experience for qualification under MER 5

Appendix F: SUMMARY OF SOLAR PV O&M EXPERIENCE IN THE LAST 10 YEARS (to be completed by the Applicant for each project) Applicant Name: ___________ Form for consideration under MER 5

Project 1 Project 2

No Items

1 Name of plant




5 Technology/ fuel Solar PV Solar PV



7 Applicant’s Role on the project (eg. O&M provider, Managing the O&M provider etc.)



10 Annual Operating Budget (US$ million)

11 Dates of scheduled Project COD [mm/ yyyy] [mm/ yyyy]

12 Dates of actual Project COD [mm/ yyyy] [mm/ yyyy]

MER 5 Evaluation9


Solar PV project with capacity >= 50 MW [yes/no] [yes/no]


O&M experience within the last 10 years [yes/no] [yes/no]

O&M experience includes start-up phase and minimum six months of operations

[yes/no] [yes/no]

Located in Desert Conditions10 [yes/no] [yes/no]




28

Appendix G: Submission Letter (to be printed on the Lead Developer’s letter head)

To, [Eng. AbdulAziz A. Al Mahmoud] Manager - Planning & Development of Production and Water Resources Department, New Kahramaa building, Sheraton roundabout, Al Corniche, P.O.Box 41, Doha, Qatar.

Dated [ ], 2018

Statement of Qualification in response to the Kahramaa Solar PV IPP PQQ

We are pleased to submit this Statement of Qualification ("SOQ") in response to the Pre-Qualification Questionnaire issued by KAHRAMAA on [] to design, build, own, finance, operate and transfer an independent power project at [■], Qatar ("PQQ").

[This response is made on behalf of a consortium comprising the following entities:] [Composition of the consortium to be provided]

Entity Role Proposed shareholding

[name of entity] Lead Developer

Qualifying Consortium Developer (s)

[Add names]

[Add names]

Other Consortium Developer (s)

[Add names]

Total 100%

[We confirm that all Consortium Members stated above have nominated and authorised us as the Lead Developer for this Project]

We hereby certify, represent, warrant and agree:

a) we have read and understood the requirements of the PQQ in full and we accept all documents, terms and conditions therein;

b) the information submitted as part of this SOQ is complete, accurate and true and does not omit any information which might make the information contained in the SOQ misleading in any material respect;

c) [we are not subject to any court or arbitration proceedings in Qatar or any material court


29

or arbitration proceedings elsewhere in the world] or [insert details of any such proceedings];

d) we fully release and discharge KAHRAMAA, its consultants, advisers and personnel, completely and unconditionally from any responsibility or liability for the decisions that may be made with respect to our Pre-qualification and that KAHRAMAA, its consultants, advisers and personnel shall not be liable for any such actions; and

e) subject to our SOQ meeting the requirements set out in the PQQ and upon the issue of the Request for Bid, it is our intent to submit a bid for the Project.

Authorised Signatory ___________________

[Name]

[Title]


30

Appendix H: Form of Request for Clarification

Name of Interested Party _________________________

Date Submitted _________________________

Note: The Interested Party must (i) number each question they submit sequentially (ii) specify the appendix, page and paragraph of the PQQ to which their question relates; and (iii) specify whether the nature of the question raised is technical, legal, financial or other and (iv) submit as hard and soft copy in Microsoft Word and PDF formats.

Question No

Para Ref

Page No

Technical / Legal /Financial/ Other

Request for Clarification

state of qatar kahramaa solar pv independent power project

Documents