RFQ Tender No: 002 of 2019 Eswatini Energy Regulatory Authority Request for Qualification Procurement of New Generation Capacity in Eswatini (First Tranche Procurement Programme) Supported by: Date of Issue: 07 June 2019 ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME Table of Contents 1 Important Notice 1 2 Definitions and interpretation 3 3 Introduction 10 4 Procurement process and timetable 12 5 Requirements of the Projects 13 6 Minimum Requirements 17 7 Evaluation of Applications 19 8 Request for Qualification Requirements 22 9 Terms and conditions of RFQ 25 Appendix A Information Sheet 30 Appendix B Summary of indicative Grid capacity 31 Appendix C Protected areas, commercially farmed areas and land tenure information 36 Appendix D Public sector retirement and pension funds 39 Appendix E Application Forms 40 07 June 2019 Contents (i) ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME Request for Qualification 1 Important Notice While all reasonable care has been taken in preparing this Request for Qualification (RFQ), the information contained herein does not purport to be comprehensive or to have been verified by the Eswatini Energy Regulatory Authority (ESERA) or by the Government or by the African Legal Support Facility (ALSF), or by any of their respective officers, employees, servants, agents, advisors or by any other person. Accordingly, none of ESERA, the Government, the ALSF or any of their respective officers, employees, servants, agents or advisors accepts any liability or responsibility for the adequacy, accuracy or completeness of any of the information or opinions stated herein. Save where expressly stipulated otherwise, no representation or warranty (either express or implied) is or will be given by ESERA or by the Government or by the ALSF or any of their officers, employees, servants, agents, advisors or any other person in respect of the information or opinions contained herein, or in relation to any information or opinion contained in any Briefing Note (as defined below) issued in relation hereto. ESERA reserves the right to amend, modify or withdraw this RFQ or to terminate or modify any of the procedures or requirements during the First Tranche Procurement Programme (as defined below), at any time, without prior notice and without liability to compensate or reimburse any person in relation thereto. The terms and conditions set out in this RFQ are stipulated for the express benefit of ESERA and, save as expressly stated to the contrary, may be waived at ESERA’s sole discretion at any time. ESERA reserves the right to adopt any response made by any person responding to this RFQ at any time and to include such response in any procurement documentation, which may be made available, at any stage of the procurement process and without compensation, to all other persons responding to this RFQ. Any data contained in this RFQ has been prepared for information purposes only. It does not constitute advice and should not be relied on as such. In addition, it does not constitute an offer to enter into any contract with ESERA or any Government body or the ALSF or any of their advisors and none of the data in this document shall be deemed to form part of any contract between ESERA or any Government body or the ALSF and any party. Neither any data nor any opinion contained herein constitutes an offer on behalf of ESERA or any Government body or the ALSF to buy or sell any investment, product or service. ESERA reserves the right to make changes to its data and opinions at any time without notice. No party shall have any claim against ESERA or any Government body or the ALSF, or their respective officers, employees, servants, agents or advisors arising out of any matter relating to the First Tranche Procurement Programme under any circumstances whatsoever, including where such claim is based on any act or omission by ESERA or by any Government body, or where such claim is based on the content of or any omission from this RFQ. 07 June 2019 Page 1 ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME 07 June 2019 Page 2 ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME 2 Definitions and interpretation 2.1 Definitions The following words and expressions, when used with initial capital letters in this RFQ and its appendices, shall have the meanings given below. “ALSF” means the African Legal Support Facility, a public international organization hosted by the African Development Bank in Abidjan, Cote d’Ivoire, dedicated to providing legal advice and technical assistance to African countries for complex commercial transactions; “Appendix” means an appendix to this RFQ; “Applicant” means a party applying or group of parties jointly applying to become a Qualified Applicant in response to this RFQ; “Applicant Member” means a member of the Applicant; “Application” means an application to qualify made in response to and in accordance with the terms and conditions of this RFQ; “Application Fee” means the non-refundable fee stipulated in the Information Sheet that Applicants are required to pay, and which they must provide Proof of Payment of, in order to be eligible to submit an Application; “Bid” means a bid to be submitted by a Bidder in response to and in accordance with the RFP to be issued by ESERA pursuant to the First Tranche Procurement Programme; “Bid Submission Deadline” means the time and date by which Bids must have been received by ESERA; “Bidder” means a Qualified Applicant who has been invited to submit a Bid in response to the RFP and who has paid the RFP Documentation Fee; “Bidders Conference” means the compulsory conference to be held by ESERA and the Bidders to discuss the RFP; “Briefing Note” means those written documents, each entitled a “Briefing Note”, to be issued by ESERA in accordance with Section 8.3 to disseminate further instructions, programme changes, information updates, clarifications and amendments in relation to this RFQ, each such Briefing Note to be consecutively numbered and referenced accordingly; “Business Day” means any day of the week other than Saturdays, Sundays or public holidays in Eswatini; “Change of Control” means in respect of any person, a change in the persons who, directly or indirectly, ultimately control such person. For the purposes of this 07 June 2019 Page 3 ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME definition, the term "control", as applied to any person, means direct or indirect ownership of more than fifty percent (50%) of the outstanding capital stock or other equity interests having ordinary voting power or possession of the power to direct or cause the direction of the management of such person; “Coercive”, in relation to practices, means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the procurement process or affect the execution of a contract; “Collusive”, in relation to practices, means a scheme or arrangement between two or more Applicants or Bidders, with or without the knowledge of ESERA, designed to establish bid prices at artificial, non-competitive levels, and “Collusion” shall be construed accordingly; “Commercial Energy Rate” has the meaning given to it in Section 5.2; “Commercial Operation Date” or “COD” means, in respect of a Facility, the date after which all testing and commissioning have been duly completed and the Facility supplies electrical energy to the Grid; “Consumer Price Index” or “CPI” means the consumer price index as published by the Eswatini Central Statistical Office; “Corrupt”, in relation to practices, means the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of a public official in the procurement process or in contract execution; “Crown Land” or “CL” means those parcels of land in Eswatini that were not transferred to private ownership or demarcated as Swazi Nation Land and that are owned by and vested in His Majesty the King of Eswatini; “Deadline for Submission of Applications” means the time and date by which Applications must have been received by ESERA as set out in the Information Sheet or such later time and date as ESERA may specify and notify the Applicants through a Briefing Note; “Declaration Letter” means the letter signed by the Lead Member on behalf of the Applicant in the form as set out in Appendix E (Application Form 2); “EEC” means the Eswatini Electricity Company, a government owned corporation established under Section 3 of the Eswatini Electricity Company Act, 2007 (Act 1 of 2007); “Electricity Act” means the Electricity Act of 2007 of Eswatini; “Emalangeni” (or “E” as used as a currency prefix) means the official currency of Eswatini; 07 June 2019 Page 4 ESWATINI ENERGY REGULATORY AUTHORITY REQUEST FOR QUALIFICATION PROCUREMENT OF NEW GENERATION CAPACITY FIRST TRANCHE PROCUREMENT PROGRAMME “Energy MasterPlan” has the meaning given to it in Section 3 of this RFQ; “Environmental Impact Assessment” or “EIA” means an environmental impact assessment, to be undertaken by Applicants and/or Bidders in accordance with the Environment Management