PROCUREMENT DOCUMENT Prequalification of Bidders

ContourGlobal Hydro Cascade CJSC

Rehabilitation of Vorotan Cascade Hydropower Plants

23 June 2016

PROCUREMENT DOCUMENT

Prequalification of Bidders for the Procurement of

Rehabilitation of Vorotan Cascade Hydropower Plants Lot 1A: Generator, Turbines & Auxiliary Systems

Lot 1B: HV-Equipment, Control, Protection & Electrical Auxiliaries

Issued on: 30 June 2016

Invitation for Prequalification No.: Vorotan/Rehabilitation/PQ/Lot1A&1B

ICB No.: KfW/Vorotan/Rehabilitation/ICB/Lot1A&1B

Client: ContourGlobal Hydro Cascade CJSC, Yerevan, Republic of Armenia

Co-Financing Agency: KfW (German Development Bank)

BMZ ID: 2007 65 909 and 2009 66 499

Country: Armenia

INVITATION FOR PREQUALIFICATION

Date: 30 June 2016 Funds No.: BMZ ID 2007.65.909 & 2009.66.499 Contract No. KfW/ Vorotan ICB

1. This invitation for Prequalification follows the General Procurement Notice for this project that appeared in https://www.azdarar.am/, “Armenian Times (Haykakan Zhamanak)” newspaper, and tender.am as well as in Germany Trade and Invest (GTAI) on 01 July 2016. The eligibility rules and procedures of KfW will govern the prequalification and the bidding process.

2. ContourGlobal Hydro Cascade CJSC is in a process of securing a loan from KfW German Development Bank on behalf of the German Government towards the cost of the Project: “Rehabilitation of Vorotan Cascade Hydropower Plants”.

3. The Project is subdivided into two main lots:

Lot 1A: Generators, Turbines & Mechanical Auxiliary Systems Lot 1B: HV, MV & LV-Equipment, Control, Protection & Electrical Auxiliaries

4. This “Invitation for Prequalification” is for Selection of EPC Contractor(s) for Lots 1A and 1B for the Rehabilitation of Vorotan Cascade Hydropower Plants, a series of three individual power plants with a total electrical capacity of 405 MW on the Vorotan River in southern Armenia. The Closed Joint Stock Company ContourGlobal Hydro Cascade, (hereinafter referred as the “Client") intends to prequalify applicants interested in bidding for the Project. The main items forming the scope of these two Lots are as follows:

a) Lot 1A: Replacement/Refurbishment of Generators, Turbines & Mechanical Auxiliary Systems.

 Refurbishment of five (3 +2) generators in Tatev and Shamb including new excitation systems and AVR;  Two (2) new Brushless Excitation systems needed for Spandaryan;  Refurbishment of two (2) Francis turbines in Shamb, including design and supply of new runners, complete new wicket gates with regulating mechanism and turbine head covers;  Replacement of three (3) Pelton turbine injector sets in Tatev, including design and supply of new power nozzles, needles and jet deflectors;  Refurbishment of the servomotors, replacement of all controls, supervisory instrumentation and hydraulic piping of seven (3+2+2) spherical valves in Tatev, Shamb and Spandaryan;  Design and supply of four (2 + 2) new turbine governor systems in Shamb and Spandaryan and refurbishment of turbine servomotors, accumulators and drain tanks;  Refurbishment of four (2+2) pressure relief valves in Tatev and Spandaryan and replacement of all associated valves and supervisory instrumentation;  New Cooling Water Systems in Tatev, Shamb and Spandaryan;  New Compressed Air Systems in Shamb;  New Drainage System in Shamb and Spandaryan;  Overhaul of four (4) intake gates and gantry crane at headrace tunnel in Tatev;  New Fire Detection and Fire Fighting system for Tatev, SHAMB and Spandaryan HPPs including Generator Fire Fighting and Main Transformer Deluge systems.

b) Lot 1B: Replacement of HV, MV & LV-Equipment, Control, Protection & Electrical Auxiliaries

ContourGlobal Hydro Cascade CJSC

 Complete replacement of the plant control systems for the units, for the plant auxiliaries and for the 110 kV and 220 kV switchyards of Tatev, Shamb and Spandaryan;  Complete replacement of protection , Telecommunication and Commercial Metering systems in Tatev, Shamb and Spandaryan;  New Control & Protection System for Units and Auxiliary Systems in Spandaryan;  One (1) new 3-phase, core type, oil immersed generator step-up transformers in Tatev;  Delivery of three (2+1) Auxiliary power Transformers for Tatev, four (2+2) Auxiliary Transformers for SHAMB and two (2) Auxiliary transformers for Spandaryan;  Replacement of all 110 kV Switchyard equipment in Tatev;  Replacement of all 220 kV Switchyard equipment in Shamb, including new design (plus one HV CB as per the requirements of the Grid operator);  Replacement of all 220 kV Switchyard equipment in Spandaryan;  Supply of three (3) 12 kV generator switchgears for Tatev and four (2 for Shamb +2 for Spandaryan) 17,5 kV generator Switchgears for SHAMB and Spandaryan including the VTs needed for synchronization;  Supply of two (2) new 17.5 kV Generator Circuit Breakers for Shamb including associated CTs and VTs;  Replacement of all main 400 VAC Distribution and Power Supply Boards in Tatev, Shamb and Spandaryan;  230 VAC UPS Systems in Tatev, Shamb and Spandaryan;  110 VDC Battery System in Shamb and Tatev;  Three (1+1+1) New Emergency Diesel Generator for Tatev, Shamb and Spandaryan;  New Video Surveillance System for Tatev, SHAMB and Spandaryan;  New On-line Vibration system for Tatev, SHAMB, and Spandaryan;  Complete replace all power and control cabling for Tatev, SHAMB and Spandaryan;  New HVAC system for Tatev, SHAMB and Spandaryan;  Civil refurbishment work of Control Rooms of Tatev, SHAMB and Spandaryan, 220 kV Switchyard equipment foundations in of SHAMB and Spandaryan, area of the Drainage system in SHAMB and Spandaryan, Battery Rooms of Tatev, SHAMB and Spandaryan, etc.;  Internal and External Lighting systems in Tatev, SHAMB and Spandaryan;  New grounding System in the area of the 220 kV Switchyard in SHAMB and Spandaryan;  New mobile Oil Treatment facility for oil processing in Tatev, SHAMB and Spandaryan including two (2) new 80m3 tanks for clean and dirty oil.

Applicants interested in bidding for the works described in Section V, Scope of Contract, can choose to submit prequalification application for both Lots 1A and 1B together or for either one of the Lots separately.

5. It is expected that the Invitation for Bids will be issued in August 2016.

Interested eligible applicants may obtain further information from, and inspect the Prequalification Document at the address given below:

ContourGlobal Hydro Cascade CJSC, 2/2 Melik - Adamyan street, Yerevan, 0010, Republic of Armenia Email: [email protected]

The Prequalification Document, in the English language, in electronic version may be obtained from the following web address: https://eservices.contourglobal.eu/purchaserprofile/

6. Applications must be delivered to the address given above on or before August 1, 2016, 11:00h local time in Yerevan.

7. The Client will not be responsible for any costs or expenses incurred by applicants in connection with the preparation or delivery of their pre-qualification applications.

ContourGlobal Hydro Cascade CJSC 8. The Client will notify all applicants in writing of the names of those applicants who have been prequalified.

9. The preparation and the submission of the prequalification document is the responsibility of the applicant and no relief or consideration can be given for errors and omissions.

ContourGlobal Hydro Cascade CJSC

Preface

This Prequalification Document (PQD) has been prepared by Fichtner (Project implementation Consultant) and ContourGlobal Hydro Cascade CJSC and will follow exclusively KfW’s »Guidelines for Procurement of Goods, Works and associated Services in Financial Cooperation with Partner Countries«, which can be downloaded at https://www.kfw-entwicklungsbank.de/Download-Center/PDF-Dokumente-Richtlinien/Vergabe- E.pdf .

ContourGlobal Hydro Cascade CJSC Abbreviations

Abbreviations

KfW KfW German Development Bank FC Financial Cooperation ILO International Labour Organization BOT Built, Operate and Transfer ADS Section II. Application Data Sheet APF Section IV. Application Forms LIT Pending Litigation Form PEA Project Executing Agency ELI Eligibility Form EXP Experience Form FIN Financial Data Form ICB International Competitive Bidding IFP Invitation for Prequalification ITA Section I. Instructions to Applicants VC Vorotan Complex of HPPs CJSC JV Joint Venture or Consortium PQ Prequalification PQD Prequalification Document QLC Section III. Qualification Criteria SBD Standard Bidding Document SOC Section V. Scope of Contract DEC Declaration of Undertaking Form

ContourGlobal Hydro Cascade CJSC

Glossary

Anti-Bribery Laws any applicable Armenian, European Union, UK, and U.S. anti- corruption, anti-bribery, anti-terrorism and anti-money laundering and similar laws, including without limitation the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

Applicable Law the laws and any other instruments having the force of law in the Republic of Armenia.

Client ContourGlobal Hydro Cascade CJSC.

Contractor The legal entity that is party to and performs a works contract

Corporate Group A number of legal entities (sister companies) within a Holding Company applying as “Contractor”.

Joint Venture An ad hoc association of firms that pool their resources and skills to (or Consortium) undertake a large or complex contract in the role of “Contractor,” with all firms (partners in the JV or consortium) being legally liable, jointly and severally, for the execution of the contract in the event of a partner’s withdrawal.

Management A firm, acting in the role of “Contractor,” that manages the work of Contractor other (sub)contractors, while bearing full responsibility and risk for price, quality, and timely performance of the works contract.

Nominated An enterprise selected and retained by the Client to provide a pre- Subcontractor specified item in the Bill of Quantities and nominated as subcontractor to the main Contractor for such purpose.

Specialist A specialist enterprise engaged for highly specialized processes such Subcontractors as chemical grouting or underwater repair work which cannot be provided by the main Contractor.

Prequalification An assessment made by the Client of the appropriate level of experience and capacity of firms expressing interest in undertaking a particular contract before inviting them to bid.

Post-qualification An assessment of the appropriate level of experience and capacity of firms made by the Client during the evaluation of bids to ensure that the lowest-evaluated, responsive, eligible bidder is qualified to perform the contract.

Works The total work involvement in a construction contract, including the “Permanent” Works or finished product as specified, and the “Temporary” Works required by the Contractor for the execution and completion of the contract.

ContourGlobal Hydro Cascade CJSC

Writing For the purpose of this document, any authenticated handwritten, typed, or printed communication, including telex, cable, electronic mail, and facsimile transmission, with proof of receipt when, and in the form, requested by the sender.

ContourGlobal Hydro Cascade CJSC

Summary Description

Page No.

PART 1. APPLICATION PROCEDURES

Section I. Instructions to Applicants (ITA) ------1-1 This section specifies the procedures to be followed by Applicants in the preparation and submission of their Applications for Prequalification (AFP). Information is also provided on opening and evaluation of AFPs. Section I. contains provisions that are to be used without modification.

Section II. Application Data Sheet (ADS) ------2-1 This section consists of provisions that are specific to each prequalification and supplement the information or requirements included in Section I. Instructions to Applicants.

Section III. Qualification Criteria (QLC) ------3-1 This section contains the criteria and methods to be used to evaluate applications.

Section IV. Application Forms (APF) ------4-1 This section contains the Application Submission Sheet and all the forms required to be submitted with the Application.

PART 2. REQUIREMENTS

Section V. Scope of Contract (SOC) ------5-1 This section includes a summary description of the scope of contract and additional information on major contract components, major quantities, required construction methods, and the contract implementation period of the Contract subject of this prequalification exercise.

Section VI. Client’s Anti-Corruption Policy and Anti- Corruption Compliance Guide ------6-1

ContourGlobal Hydro Cascade CJSC

PART 1 – Application Procedures

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-1

Section I Instructions to Applicants

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-2

Table of Clauses

A General 4 1. Scope of Application 4 2. Source of Funds 4 3. Corrupt Practices 4 4. Eligible Applicants 4 5. Eligible Materials, Equipment and Services 5

B Contents of Prequalification Document 6 6. Sections of the Prequalification Document 6 7. Clarification of Prequalification Document 6 8. Amendment of Prequalification Document 6

C Preparation of Applications 6 9. Cost of Applications 7 10. Language of Application 7 11. Documents Comprising the Application 7 12. Application Submission Sheet 7 13. Documents Establishing the Eligibility of the Applicant 7 14. Documents Establishing the Qualifications of the Applicant 7 15. Signing of the Application and Number of Copies 7

D Submission of Applications 8 16. Sealing and Marking of Applications 8 17. Deadline for Submission of Applications 8 18. Late Applications 8 19. Opening of Applications 8

E Evaluation of Applications 8 20. Confidentiality 8 21. Clarification of Applications 9 22. Responsive-ness of Applications 9 23. Margin of Preference 9 24. Subcontractors 9

F Prequalification of Applicants 10 25. Evaluation of Applications 10 26. Client’s Right to Accept or Reject Applications 10 27. Prequalification of Applicants 10 28. Notification of Prequalification 10

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-3

29. Invitation to Bid 10 30. Changes in Qualifications of Applicants 11

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-4

A General

1. Scope of 1.1 In connection with the Invitation for Prequalification indicated in Section Application II, Application Data Sheet (ADS), the Client, as defined in the ADS, issues this Prequalification Document to applicants interested in bidding for the works described in Section V, Scope of Contract. The International Competitive Bidding (ICB) number corresponding to this prequalification, are provided in the ADS. 2. Source of 2.1 The Borrower or Recipient (hereinafter called “Borrower”) indicated in Funds the ADS has applied for or received funds from KfW German Development Bank (hereinafter called the "KfW”) towards the cost of the project named in the ADS. The Borrower intends to apply a portion of the funds to eligible payments under the contract resulting from the bidding for which this prequalification is conducted (hereinafter called “the Contract”). 2.2 Payments by the KfW will be made only at the request of the Borrower and upon approval by the KfW in accordance with the terms and conditions of the financing agreement between the Borrower and the KfW (hereinafter called the Financing and Loan Agreement), and will be subject in all respects to the terms and conditions of that Loan Agreement. No party other than the Borrower shall derive any rights from the Financing and Loan Agreement or have any claim to the funds. 3. Corrupt 3.1 All parties involved in a procurement process financed under FC must Practices ensure a fair and transparent competition and at least observe those ILO Core Labour Standards that have been ratified by the developing country. This must be documented by a corresponding declaration of undertaking (Form DEC – 5) of all parties involved in the bidding process. The declaration of undertaking must be signed in a legally binding manner by duly authorized representatives of the Applicant. Failure to submit this declaration and non-compliance with the requirements will lead to exclusion from the tender. 3.2 Applicants, their principals, employees, affiliates, agents or representatives (collectively, “Associates”) must acknowledge to have read and agree to adhere to the Client’s Anti-Corruption Policy and Anti-Corruption Compliance Guide as set forth in Section VI. 3.3 Neither the Applicants nor any of their Associates will, directly or indirectly, make, promise or authorize the making of any Prohibited Payment. 3.4 The Applicants and their Associates shall comply fully with all applicable Anti-Bribery Laws. 3.5 In further pursuance of these policies, the Consultant shall permit and shall cause its agents, Experts, Sub-consultants, sub-contractors, services providers, or suppliers to permit the Client (or its designee) to inspect all accounts, records, and other documents relating to the submission of the Proposal and contract performance (in case of an award), and to have them audited by auditors appointed by the Client.

4. Eligible 4.1 Applicants may submit applications if none of the following reasons Applicants for exclusion apply:  participation of an applicant is ruled out by sanctions issued by the UN Security Council (http://www.un.org/sc/committees/),

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-5

http://www.un.org/sc/committees/), the EU (http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm) or the German Government (htpp://www.bafa.de/bafa/en/index.html);  The applicant is or was involved as a consultant in the preparation or implementation of the project.  The same applies to an enterprise or an individual that is closely connected to the applicant under a company group or a similar business link, or to several enterprises or individuals associated correspondingly. (exception: In BOT projects or turnkey projects a participation of future suppliers or manufacturers may even be desirable);  The present project is in conflict with applicant’s prior or current obligations to other clients, or other commitments that may place them in a position of being unable to carry out the assignment in the best interest of the Client.  failure to submit a declaration of undertaking.  The applicant is legally barred from the procurement process in the country of the contracting agency on the grounds of previous violations of regulations on fraud and corruption.  The applicant or sub-contractors to be contracted for considerable portions of the contract are enterprises economically intertwined with the contracting agency in the host country and/or state- controlled enterprises that are not legally or financially independent.  Its staff (including Experts and Sub-contractors) has a close business or family relationship with a professional staff of the Client, who are directly or indirectly involved in any part of (i) the preparation of the Terms of Reference for the assignment, (ii) the selection process for the Contract, or (iii) the supervision of the Contract, unless the conflict stemming from this relationship has been resolved in a manner acceptable to the Client throughout the selection process and the execution of the Contract.

4.2 A firm that is under a declaration of ineligibility by the KfW in accordance with ITA Clause 3.1, on the date of submission of the application or thereafter, shall not be considered. 4.3 Government-owned enterprises in the Client’s country shall be eligible only if they can establish that they are legally and financially autonomous, and operate under commercial law, and that they are not in any way dependent agencies of the Client.

4.4 Applicants shall acknowledge compliance in accordance with ITA Clause 3.2, 3.3, 3.4, 3.5.

4.5 Applicants shall provide such evidence of their continued eligibility satisfactory to the Client, as the Client shall reasonably request.

5. Eligible 5.1 The materials, equipment and services to be supplied under the Materials, Contract and financed by KfW shall have as their country of origin an Equipment and eligible country of KfW. Services

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-6

B Contents of Prequalification Document 6. Sections of the 6.1 The Prequalification Document consists of Parts 1 and 2 which include Prequalification all the sections indicated below, and should be read in conjunction with Document any Addenda issued in accordance with ITA Clause 8. PART 1 Prequalification Procedures  Section I. Instructions to Applicants (ITA)  Section II. Application Data Sheet (ADS)  Section III. Qualification Criteria (QLC)  Section IV. Application Forms (APF) PART 2 Requirements  Section V. Scope of Contract  Section VI. Anti-Corruption Policy and Anti-Corruption Compliance Guide

6.2 The “Invitation for Prequalification” issued by the Client is not part of the Prequalification Document.

6.3 The Client accepts no responsibility for the completeness of the Prequalification Document and its addenda unless they were obtained directly from the Client.

6.4 The Applicant is expected to examine all instructions, forms, and terms in the Prequalification Document and to furnish all information or documentation required by the Prequalification Document.

7. Clarification of 7.1 A prospective Applicant requiring any clarification of the Prequalification Prequalification Document shall contact the Client in writing at the Document Client’s address indicated in the ADS. The Client will respond in writing to any request for clarification provided that such request is received no later than ten (10) days prior to the deadline for submission of Applications. The Client shall forward copies of his response to all Applicants who have acquired the Prequalification Document directly from the Client including a description of the inquiry but without identifying its source. Should the Client deem it necessary to amend the Prequalification Document as a result of a request for clarification, he shall do so following the procedure under ITA Clause 8 and in accordance with the provisions of Sub-Clause 17.2.

8. Amendment of 8.1 At any time prior to the deadline for submission of Applications, the Prequalification Client may amend the Prequalification Document by issuing addenda. Document

8.2 Any addendum issued shall be part of the Prequalification Document and shall be communicated in writing to all who have obtained the Prequalification Document directly from the Client.

8.3 To give prospective Applicants reasonable time in which to take an addendum into account in preparing their Applications, the Client may, at his discretion, extend the deadline for the submission of applications.

C Preparation of Applications

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-7

9. Cost of 9.1 The Applicant shall bear all costs associated with the preparation and Applications submission of its application, and the Client shall in no case be responsible or liable for those costs, regardless of the conduct or outcome of the prequalification process.

10. Language of 10.1 The application, as well as all correspondence and documents relating Application to the prequalification exchanged by the Applicant and the Client, shall be prepared in the English language.

11. Documents 11.1 The Application shall comprise the following: Comprising the Application (a) Application Submission Sheet, in accordance with ITA Clause 12;

(b) written confirmation authorizing the signatory of the application to commit the Applicant, in accordance with ITA Sub-Clause 15.3;

(d) documentary evidence establishing the Applicant’s qualifications, in accordance with ITA Clause 14; and

(e) any other document required as specified in the ADS.

12. Application 12.1 The Applicant shall prepare an Application Submission Sheet using the Submission form furnished in Section IV, Application Forms. This form must be Sheet completed without any alteration to its format.

13. Documents 13.1 To establish his eligibility in accordance with ITA Clause 4, the Establishing Applicant shall complete the eligibility declarations in the Application the Eligibility of Submission Sheet and Forms ELI 1.1 and 1.2, included in Section IV, the Applicant Application Forms.

14. Documents 14.1 To establish his qualifications to perform the contract in accordance Establishing with Section III, Qualification Criteria, the Applicant shall provide the the information requested in the corresponding Information Sheets Qualifications included in Section IV, Application Forms. of the Applicant

15. Signing of the 15.1 The Applicant shall prepare one original and one electronic copy of the Application and documents comprising the application as described in ITA Clause 11. Number of The original of the application shall be typed and shall be signed by a Copies person duly authorized to sign on behalf of the Applicant as specified in the ADS.

15.2 The Applicant shall not submit paper copies of the signed original application. In the event of any discrepancy between the original and the electronic copy, the original shall prevail.

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-8

15.3 The requirements regarding the legal instrument evidencing the authorization to represent and sign on behalf of the Applicant shall be as specified in the ADS. Applications submitted by an existing or intended JV shall include an undertaking signed by all partners (a) stating that all partners shall be jointly and severally liable, and (b) nominating a Representative who shall have the authority to conduct all business for and on behalf of any and all the partners of the JV during the prequalification process and, in the event the JV is prequalified, during the bidding process, and in the event the JV is awarded the Contract, during contract execution.

D Submission of Applications 16. Sealing and 16.1 The Applicant shall enclose the original and the electronic copy of the Marking of application in a sealed envelope which shall Applications (a) bear the name and address of the Applicant; (b) be addressed to the Client, in accordance with ITA 17.1; and (c) bear the specific identification of this prequalification process indicated in the ADS 1.1 and ADS 2.1 (the name of the Project). 16.2 If the envelope is not sealed and marked as required, the Client will assume no responsibility for the misplacement of the application.

17. Deadline for 17.1 Applications shall be received by the Client at the address and no later Submission of than the deadline indicated in the ADS 17.1. Applications

17.2 The Client may, at his discretion, extend the deadline for the submission of Applications by amending the Prequalification Document in accordance with ITA Clause 8, in which case all rights and obligations of the Client and the Applicants subject to the previous deadline shall thereafter be subject to the deadline as extended.

18. Late 18.1 Applications will be generally rejected if they are received after the Applications closing date.

19. Opening of 19.1 The Client shall prepare a record of the opening of Applications that Applications shall include, as a minimum, the name of the Applicant. A copy of the record shall be distributed to all Applicants.

E Evaluation of Applications

20. Confidentiality 20.1 Information relating to the evaluation of Applications, and recommendation for prequalification, shall not be disclosed to Applicants or any other persons not officially concerned with such process until the notification of prequalification is made to all Applicants.

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-9

20.2 After opening the prequalification documents until preparation of the short-list of the qualified bidders, no communication of any type shall be entertained unless called for by PEA.

21. Clarification of 21.1 To assist in the evaluation of Applications, the Client may, at his Applications discretion, ask any Applicant for a clarification of his application which shall be submitted within a stated reasonable period of time. Any request for clarification and all clarifications shall be in writing.

21.2 If an Applicant does not provide clarifications of the information requested by the date and time set in the Client’s request for clarification, his Application may be rejected. 22. Responsive- 22.1 The Client may reject any Application which is not responsive to the ness of requirements of the Prequalification Document. Applications

23. Margin of 23.1 If so indicated in the ADS, a margin of preference shall apply in the Preference bidding process resulting from this prequalification.

24. Subcontractors 24.1 Applicants shall state in the Application Submission Sheet whether they intend to subcontract parts or elements of the Works.

24.2 If an Applicant intends to subcontract any of the key activities listed in Section III, Qualification Criteria, Criteria 4.2(b), then such key activities and the proposed subcontractors (Specialist Subcontractors) shall be clearly identified in Section IV, Application Forms, Forms ELI- 1.2 and EXP-4.2(b). Such Specialist Subcontractor(s) shall meet the corresponding qualification requirements specified in Section III, Qualification Criteria. At the time of bidding, the Bidder shall use in his bid only Specialist Subcontractor(s) prequalified during the prequalification exercise.

24.3 Unless otherwise specified in the ADS, the Client does not intend to execute certain specific parts of the Works by subcontractors selected in advance by the Client (Nominated Subcontractors).

ContourGlobal Hydro Cascade CJSC Section I. Instructions to Applicants 1-10

F Prequalification of Applicants

25. Evaluation of 25.1 The Client shall use the criteria and methods defined in Section III, Applications Qualification Criteria to evaluate the qualifications of the Applicants and proposed subcontractors.

25.2 Only the qualifications of proposed subcontractors that have been identified in the Application pursuant to ITA 24.2 will be considered in the evaluation of an Applicant. However, the general experience and financial resources of subcontractors may not be added to those of the Applicant for purposes of prequalification of the Applicant.

25.3 Unless otherwise indicated in the ADS, this prequalification shall be for a single contract.

26. Client’s Right 26.1 The Client reserves the right to accept or reject any Application, and to to Accept or annul the prequalification process and reject all applications at any Reject time, without thereby incurring any liability to Applicants Applications

27. Prequalification 27.1 All Applicants, including their proposed subcontractors, whose of Applicants applications have been determined to be substantially responsive to the requirements of the Prequalification Document and who have met or exceeded the specified criteria shall be prequalified by the Client.

28. Notification of 28.1 Once the Client has completed the evaluation of the Applications and Prequalification received KfW’s non-objection, he shall notify all Applicants in writing of the names of those applicants who have been prequalified.

29. Invitation to Bid 29.1 Promptly after the notification of the results of the prequalification, the Client shall invite bids (technical and financial proposals) from all the Applicants that have been prequalified. If more than eight (8) applicants have been qualified, five (5) applicants for each lot and (5) applicants for both lots shall be selected among those by the scoring point method as stated in Section III.

29.2 Bidders are required to provide bid security in the form of a demand guarantee or other security acceptable to the Client for an amount as specified in the bidding document.

29.3 A qualified firm or a member of a qualified joint venture may participate in only one bid for the contract. If a firm submits more than one bid, singly or in joint venture, all bids including that firm will be rejected. However, this does not limit the inclusion of the same subcontractor, not otherwise participating as a Bidder, in more than one bid.

29.4 A firm and any of its affiliates (that directly or indirectly control, are controlled by or are under common control with that firm) may be prequalified either individually, as joint venture or as a sub-contractor among them for the same contract. However, only one prequalified applicant will be allowed to bid for the same contract. All bids submitted in violation of this procedure will be rejected.

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30. Changes in 30.1 Any change in the qualification status of an Applicant after being Qualifications prequalified in accordance with ITA Clause 27 shall be subject to the of Applicants written approval of the Client and the KfW. Any such change shall be submitted to the Client not later than fourteen (14) days after the date of the Invitation to Bid. Such approval shall be denied if, as a consequence of any change,

(a) the prequalified Applicant, after the change, no longer substantially meets the qualification criteria set forth in Section III, Qualification Criteria; or (b) a new partner that had not been prequalified as an Applicant or a Specialist Subcontractor as per ITA 24.2 is added to a prequalified Applicant.

ContourGlobal Hydro Cascade CJSC Section II. Application Data Sheet 2-1

Section II Application Data Sheet

ContourGlobal Hydro Cascade CJSC Section II. Application Data Sheet 2-2

General

ITA 1.1 The identification of the Invitation for Prequalification is:

Vorotan/Rehabilitation/PQ/Lot1A&1B

ITA 1.1 The name of the Project Executing Agency (PEA) and Employer for this Contract is:

“ContourGlobal Hydro Cascade” CJSC 2/2 Melik Adamyan street, Yerevan, 0010, Republic of Armenia

ITA 1.1 The names and Identification of the contracts are: Lot 1A: Generators, Turbines & Mechanical Auxiliary Systems Lot 1B: HV, MV, LV-Equipment, Control, Protection & Electrical Auxiliaries ITA 1.1 The name and identification number of the ICB is:

KfW / Vorotan /Rehabilitation/ICB/Lot1A&1B

ITA 2.1 The source of the funds (Financier) is: KfW German Development Bank, Frankfurt, Germany

ITA 2.1 The name of the Project is: Rehabilitation of Vorotan Cascade HPPs Lot 1A: Generator, Turbines & Auxiliary Systems & Lot 1B: HV-Equipment, Control, Protection & Electrical Auxiliaries

ContourGlobal Hydro Cascade CJSC Section II. Application Data Sheet 2-3

Contents of the Prequalification Document

ITA 7.1 For clarification purposes only, the Client’s address is:

2/2 Melik Adamyan str. Yerevan, 0010 Republic of Armenia

Request for clarification in writing shall be communicated to: ContourGlobal Hydro Cascade CJSC

Attention: Mrs. Bilyana Aleksieva Number and Street: 2/2 Melik Adamyan str. City: Yerevan, 0010 Country: Republic of Armenia Electronic mail address: [email protected] with copy to: [email protected]

and

and copy to: [email protected] FICHTNER GmbH & Co. KG Sarweystrasse 3, 70191 Stuttgart Germany HARALD VON BUEREN RENEWABLE ENERGIES & ENVIRONMENT

Preparation of Applications

ITA 11.1 (e) The Applicant shall submit with his application the following additional documents:  Declaration of intent in the application submission sheet for which lot(s) the firm intends to prequalify for the Selection of EPC Contractor(s) for Lots 1A and 1B for the Rehabilitation of Vorotan Cascade Hydropower Plants.  At least three (3) user certificates as EPC turnkey contractor during last ten (10) years, with certificate proving that the electro-mechanical and electro- technical equipment installed is in satisfactory operation.  Summary reference list showing number and size of scope of supply, similar to the project, as manufacturer of the above equipment and/or as turnkey contractor during the last ten (10) years.  Company’s profile and organization.  Draft of the intended JV agreement in case JV is applicable.  In case JV is applicable, the Declaration of Undertaking (Section IV) has to be filled in and signed by each of the JV partners.  Acknowledgment of acceptance and compliance with CG Anti-corruption policy and Anti-corruption policy compliance guide

ContourGlobal Hydro Cascade CJSC Section II. Application Data Sheet 2-4

ITA 15.2 In addition to the original, one (1) electronic copy to be submitted with the application, whereas all tables and forms to be filled in shall be in an editable form (MS Office) for evaluation and reporting purposes.

ITA 15.3 The requirements regarding the legal instrument evidencing the authorization to represent and sign on behalf of the Applicant shall be: Power of Attorney.

Submission of Applications

ITA 17.1 For application submission purposes only, the Client’s address is as below.

The Prequalification Application Documents have to be submitted as follows:

ContourGlobal Hydro Cascade CJSC Attention: Ara Hovsepyan Number and Street: 2/2 Melik Adamyan Street City: 0010 Yerevan Country: Republic of Armenia

The deadline for application submission is:

Date: August 1, 2016

Time: 11:00 am local time; (Yerevan, Republic of Armenia)

Evaluation of Applications

ITA 23.1 Not applicable.

ITA 24.3 Not applicable.

Prequalification of Applicants

ITA 25.3 As stipulated in ITA 1.1, this prequalification shall be for the Contracts: Lot 1A: Generators, Turbines & Mechanical Auxiliary Systems Lot 1B: HV, MV, LV-Equipment, Control, Protection & Electrical Auxiliaries

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-1

Section III Qualification Criteria

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-2

Table of Contents

1 Eligibility 3 1.1 Conflict of Interest 3 1.2 KfW Eligibility 3 1.3 Anti-Corruption 3 1.4 Government-owned Entity 3

2 Pending Litigation 4 2.1 Litigation 4 2.2 Historical Contract Non-Performance 4

3 Financial Situation 5 3.1 Historical Financial Performance 5 3.2 Average Annual Turnover 6

4 Experience 7 4.1 General Construction/Manufacturing Experience 7 Specific Construction Experience 8 4.2 Contracts of Similar Size and Nature Error! Bookmark not defined. 4.3 Specific Construction Experience 10

5 Evaluation Method 12 5.1 Evaluation Procedure 12 5.2 Stage 1: Preliminary Screening 12 5.3 Stage 2: Detailed Evaluation 12

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-3

1 Eligibility

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

1.1 Conflict of Interest No conflicts of interest in must meet existing or must meet not Application accordance with ITA Sub- requirement intended JV requirement applicable Submission must meet Sheet Clause 4.1. requirement

1.2 KfW Eligibility Not having been declared must meet existing or must meet not Application ineligible by KFW, as described requirement intended JV requirement applicable Submission must meet Sheet in ITA Sub-Clause 4.2. requirement

1.3 Anti-Corruption Acknowledgment and must meet existing or must meet not Application acceptance of Client’s Anti- requirement intended JV requirement applicable Submission must meet Sheet Corruption Policy and Anti- requirement Corruption Compliance Guide as described in ITA Sub-Clause 4.4.

1.4 Government-owned Entity Applicant required to meet must meet must meet must meet not Forms conditions of ITA Sub-Clause requirement requirement requirement applicable ELI -1.1, ELI -1.2 with attachments 4.3.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-4

2 Pending Litigation

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

2.1 Litigation All pending litigation shall be must meet not must meet not Form LIT - 1 treated as resolved against the requirement applicable requirement applicable by itself or by itself or Applicant and so shall in total as partner to as partner to not represent more than fifty past or past or (40) percent of the Applicant’s existing JV existing JV net worth.

2.2 Historical Contract Non-Performance No consistent history of contract must meet not must meet not Form LIT - 2 non-performance against the requirement applicable requirement applicable st by itself or by itself or Applicant since 1 January as partner to as partner to 20061. The Applicant shall past or past or provide accurate information on existing JV existing JV the related Form LIT-2 about any non-performance of completed or ongoing contracts under its execution over the last ten years. A consistent history of contract non-performance by the Applicant or any member of a joint venture may result in failure of the application.

1 Failure to provide full disclose on any past or ongoing contract non-performance over the last 10-years may result in failure of the application.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-5

3 Financial Situation

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

3.1 Historical Financial Performance Submission of consolidated must meet not must meet not Form FIN - 3.1 balance sheets and income requirement applicable requirement applicable with attachments statements or, if not required by the law of the applicant’s country, other financial statements acceptable to the Client, for the last three (3) years to demonstrate the current soundness of the applicants financial position and its prospective long-term profitability. As a minimum, an Applicant’s net worth calculated as the difference between total assets and total liabilities should be positive. The applicant should demonstrate to have a ratio of current assets/current liabilities equal or better 0.9. The Applicant should demonstrate that he has access to, or has available liquid assets, unencumbered real assets, lines of credit and other financial means sufficient to meet the cash flow, at least EUR 20 million to be met by the single applicant or a joint venture from working capital net of current contract commitments based on submitted audited financial statements or by confirmed letter of credit from reputable bank, or by a combination of both.

The financial information provided by an Applicant should be reviewed in its entirety to allow a truly informed judgment, and the pass–fail decision on the financial position of the Applicant should be given on this basis. Any abnormal features which may lead to financial problems should alert the Client to seek expert professional advice for further review and interpretation.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-6

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

3.2 Average Annual Turnover Minimum average annual must meet must meet must meet must meet Form FIN - 3.2 requirement requirement turnover of EUR 75 million 25 % 40 % based on total certified of the of the payments received for contracts requirement requirement completed, within the last three (3) years.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-7

4 Experience

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

4.1 General Construction/Manufacturing Experience Experience under construction must meet not must meet not Form EXP-4.1 and manufacturing contracts (at requirement applicable requirement applicable least 5) outside the country where the applicant is based, of which at least 1 shall be in the region (Caucasus and/or Eastern Europe), in the role of contractor, subcontractor, or management contractor in the last ten (10) years prior to the applications submission deadline.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-8

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

4.2 Specific Construction Experience (a1) Contracts of similar Size and Nature as Lot 1A Participation as contractor, must meet must meet not Must meet Form EXP 4.2 management contractor, or requirement requirement applicable 40% of the requirement subcontractor, in at least five (5) >= 2 contracts within the last ten (10) contracts years each with a value of at least EUR fifteen (15) million that have been successfully or are substantially completed outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe), and that are similar to the proposed works. The similarity shall be based on the physical size, complexity, climate conditions, methods, technology, and other characteristics as described in Section V, Scope of Contract.

(a2) Contracts of similar Size and Nature as Lot 1B

Participation as contractor, must meet must meet not Must meet Form EXP 4.2 management contractor, or requirement requirement applicable 40% of the requirement subcontractor, in at least five (5) >= 2 contracts within the last ten (10) contracts years each with a value of at least EUR ten (10) million that have been successfully or are substantially completed outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe), and that are similar to the proposed works. The similarity shall be based on the physical size, complexity, climate conditions, methods, technology, and other characteristics as described in Section V, Scope of Contract.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-9

(a3) Contracts of Similar Size and Nature as Lot 1A & 1B Combined

Participation as contractor, must meet must meet not Must meet Form EXP 4.2 management contractor, or requirement requirement applicable 40% of the requirement subcontractor, in at least five (5) >= 2 contracts within the last ten (10) contracts years each with a value of at least EUR twenty five (25) million that have been successfully or are substantially completed outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe), and that are similar to the proposed works. The similarity shall be based on the physical size, complexity, climate conditions, methods, technology, and other characteristics as described in Section V, Scope of Contract.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-10

Criteria Compliance Requirements Documents Joint Venture or Corporate Group Single Each Partner Submission Requirement Entity All Partners or One Requirements Combined Contracting Partner Entity

4.3 Specific Construction Experience

(b1) Construction Experience in Key Activities similar to Lot 1A For the above or other contracts must meet must meet not Must meet Form EXP-4.3 executed during the period all all applicable 40% of the requirement stipulated in 4.2 (a1) above, a requirements requirements minimum construction experience in the following key activities: Design, manufacturing and workshop-testing at a factory for at least 10 years and for at least 7 projects. Turnkey Projects in the last 10 years and for at least 5 projects. At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe). Site Management of installation and commissioning in the last 10 years and for at least 5 projects. At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe).

(b2) Construction Experience in Key Activities similar to Lot 1B For the above or other contracts must meet must meet not Must meet Form EXP-4.3 executed during the period all all applicable 40% of the requirement stipulated in 4.2 (a2) above, a requirements requirements minimum construction experience in the following key activities: Design, manufacturing and workshop-testing at a factory for at least 10 years and for at least 7 projects. Turnkey Projects in the last 10 years and for at least 5 projects.

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-11

At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe). Site Management of installation and commissioning in the last 10 years and for at least 5 projects. At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe).

(b3) Construction Experience in Key Activities similar to Lot 1A & 1B For the above or other contracts must meet must meet not Must meet Form EXP-4.2 executed during the period all all applicable 40% of the requirement stipulated in 4.2 (a3) above, a requirements requirements minimum construction experience in the following key activities: Design, manufacturing and workshop-testing at a factory for at least 10 years and for at least 7 projects. Turnkey Projects in the last 10 years and for at least 5 projects. At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe). Site Management of installation and commissioning in the last 10 years and for at least 5 projects. At least 1 of them shall be outside that country where the applicant is based and at least 1 shall be in the region (Caucasus and/or Eastern Europe).

ContourGlobal Hydro Cascade CJSC Section III. Qualification Criteria 3-12

5 Evaluation Method

5.1 Evaluation Procedure

Prequalification evaluation will be carried out in the following two (2) stages:

Stage 1: Preliminary Screening Stage 2: Detailed Evaluation

Prequalification evaluation will be based on the Applicant's financial position and experience as Contractor for the specified scope of works for which the Applicant intends to prequalify, demonstrated by the Applicant's responses in Section IV ''Application Forms" and other documents requested to be submitted in Pre-Qualification Document. The prequalification evaluation will be done lot-wise. Applicant which intends to prequalify for the combination of lots 1A and 1B will receive an extra bonus in the detailed evaluation if more than 5 applicants for both lots have passed the general qualification – see 5.3..

5.2 Stage 1: Preliminary Screening

In Stage 1, the pass-or-fail criteria method shall be applied whether the submitted documents and its format are in conformity with the requirement in Prequalification Document. In case of no submission or missing of any of required documents deemed as important, the Client reserves the right to request additional clarifications/proofs.

The Adequate Financial Capacity to be demonstrated under clause 3.1 forms fail/pass criteria.

5.3 Stage 2: Detailed Evaluation

The submitted documents are examined in order to decide whether the Applicants are capable to deliver the required goods (lot-wise or combined lots) and works properly. The minimum criteria defined in the documents (In Section III, number of comparable project, experience, annual turnover i.e.) are preconditions for being invited to submit the bids following the qualification. If more than fivecandidates (the maximum number: five (5) applicants for each lot and (5) applicants for both lots) fulfil the requirements, the candidates should be selected according to the number of points scored whereby the following criteria shall be examined.

1. Adequate Financial Capacity 20 points 2. Experience in the Execution of Comparable Project 40 points

 experience in handing similar projects (planning, manufacturing, constructing including training measures). 80%  experience under difficult working conditions similar to those in Armenia, experiences in developing and transition countries 20%

3. Suitability for this specific project 40 points  assessment of available technical knowledge or expertise within the company and specific to this project. 50%  appropriate facility and equipment in sufficient qualities 50%

4. Bonus for a combined prequalification for lots 1A and 1B 10 points

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-1

Section IV Application Forms

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-2

Table of Forms

Application Submission Sheet 3

Applicant Information Sheet 5

General Construction Experience 11

Specific Construction Experience Lot 1A or Lot 1B or Lots 1A & 1B 12

Specific Construction Experience in Key Activities 13

Declaration of undertaking 14

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-3

Application Submission Sheet

Date: ...... IFP No.: Vorotan/Rehabilitation/PQ/ Lot1A&1B ICB No.: KfW / Vorotan/Rehabilitation/ICB/ Lot1A&1B Project name: Rehabilitation of Vorotan Cascade Hydropower Plants BMZ ID: 2007 65 909 and 2009 66 499

To: “ContourGlobal Hydro Cascade CJSC”, 2/2 Melik Adamyan Street, 0010 Yerevan, Republic of Armenia

We, the undersigned, apply to be prequalified for the referenced ICB and declare the following:

(a) We intent to prequalify for the following works(Lots) ...... as specified:

(b) We have examined and have no reservations to the Prequalification Document, including Addenda No(s) ...... [if applicable], issued in accordance with ITA Clause 8.

(c) We, including all subcontractors or suppliers for any part of the contract(s) resulting from this prequalification process, if any, are eligible in accordance with ITA Sub-Clause 4.1 and 4.2.

(d) We understand that at the time of bidding, we, including any subcontractors or suppliers for any part of the contract resulting from this procurement process, shall not have any conflict of interest in accordance with ITA Sub-Clause 4.1.

(e) We declare to confirm to have read and understand the Client’s Anti-Corruption Policy and the Anti-Corruption Compliance Guide (collectively, the “Policy”).

(f) We agree to abide by the Policy under paragraph e) herein and to review its terms prior to engaging in any activities that could possibly be in violation of the Policy. If we have any questions concerning any proposed matter within the scope of the Policy, we will present them to the ContourGlobal’s General Counsel for review, prior to engaging in any such transaction or activity.

(g) We, including any subcontractors or suppliers for any part of the contract(s) resulting from this prequalification, have not been declared ineligible by the KFW.

(h) We are not a government-owned entity2.

(i) We, in accordance with ITA Sub-clause 24.1, plan to subcontract the following key activities or parts of the works:

(j) We declare that the following commissions, gratuities, or fees have been paid or are to be paid with respect to the prequalification process:

Name of Recipient Address Reason Amount ...... (If none has been paid or is to be paid, indicate “none.”)

(k) We understand that you may cancel the prequalification process at any time and that you are not bound either to accept any application that you may receive or to invite the prequalified

2 Government-owned entities must replace paragraph (h) with the following statement: “We are a government-owned entity but meet the requirements of ITA Sub-Clause 4.3.”

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-4

applicants to bid for the contract(s) subject of this prequalification, without incurring any liability to the Applicants, in accordance with ITA Clause 26.

(l) We agree to permit KFW or its representative to inspect our accounts and records and other documents relating to the application for prequalification and to have them audited by auditors appointed by the Bank.

(m) We declare that we intend to submit our proposal in case of being short-listed.

Name ...... In the capacity of ...... Signed ...... Duly authorized to sign the Application for and on behalf of ...... Date ......

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-5

Form ELI – 1.1 Applicant Information Sheet

Applicant Information

Applicant’s legal name

In case of JV, legal name of each partner

Applicant’s actual or intended country of constitution

Applicant’s actual or Intended year of constitution

Applicant’s legal address in country of constitution

Applicant’s authorized representative (name, address, telephone numbers, fax numbers, e-mail address)

Attached are copies of the following original documents.

 1. In case of single entity, articles of incorporation or constitution of the legal entity named above, in accordance with ITA Sub- Clauses ITA 11.1.

 2. Authorization to represent the firm or JV named in above, in accordance with ITA Sub-Clause 15.3.

 3. In case of JV, letter of intent to form JV or JV agreement, in accordance with ADS 11.1 e).

 4. In case of a government-owned entity, any additional documents not covered under 1 above required to comply with ITA Sub- Clause 4.3.

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-6

Form ELI – 1.2 JV Information Sheet for JV Partners and Specialist Subcontractors as per ITA 24.2

Each member of a JV and Specialist Subcontractors as per ITA 24.2 must fill in this form

JV / Specialist Subcontractor Information

Applicant’s legal name

JV Partner’s or Subcontractor’s legal name

JV Partner’s or Subcontractor’s country of constitution

JV Partner’s or Subcontractor’s year of constitution

JV Partner’s or Subcontractor’s legal address in country of constitution

JV Partner’s or Subcontractor’s authorized representative information

(name, address, telephone numbers, fax numbers, e-mail address) Attached are copies of the following original documents.

 1. Articles of incorporation or constitution of the legal entity named above, in accordance with ITA Sub-Clauses 11.1.

 2. Authorization to represent the firm named above, in accordance with ITA Sub-Clause 15.3.

 3. In the case of government-owned entity, documents establishing legal and financial autonomy and compliance with commercial law, in accordance with ADS 11.1 e).

 4. In case of Specialist Subcontractors as per ITA 24.2 a formal intent to enter into an agreement.

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-7

Form LIT – 1

Pending Litigation

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

IFP No.: Vorotan/Rehabilitation/PQ/ Lot1A&1B ICB No.: KfW / Vorotan/Rehabilitation/ICB/ Lot1A&1B Project name: Rehabilitation of Vorotan Cascade Hydropower Plants BMZ ID: 2007 65 909 and 2009 66 499 Page ...... of ...... pages

Each Applicant or member of a JV must fill in this form

Pending Litigation

 No pending litigation in accordance with Criteria 2.1 of Section III, Qualification Criteria

 No history of court/arbitral award decisions against the Applicant since 1st January 2006

 Court/arbitral award decisions against the Applicant since 1st January 2006 and pending litigation in accordance with Criteria 2.1 of Section III, Qualification Criteria, as indicated below

Value of Claim Value of Claim as a Year Matter in Dispute in EUR Percentage of Equivalent Net Worth

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-8

Form LIT – 2

Historical Contract Non-Performance

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

Each Applicant or member of a JV must fill in this form

Historical Contract Non-Performance

 Contract non-performance did not occur since 1st January 2006 in accordance with Criteria 2.2 of Section III, Qualification Criteria

 Contract(s) not performed since 1st January 2006 in accordance with Criteria 2.2 of Section III, Qualification Criteria, as indicated below

Contract Identification [indicate complete contract name/ number, and any other identification] Value of non- Total performed Contract Year Name and Address of Employer: contract/portion Value in of contract in EUR EUR Equivalent Equivalent Reason(s) for non-performance: [indicate main reason(s)]

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-9

Form FIN – 3.1 Financial Situation

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

Each Applicant or member of a JV must fill in this form

Financial Data for Previous 3 Years [EUR Equivalent]

Year 1: Year 2: Year 3:

Information from Balance Sheet

Total Assets

Total Liabilities

Net Worth

Current Assets

Current Liabilities

Information from Income Statement

Total Revenues

Profits Before Taxes

Profits After Taxes

 Attached are copies of financial statements (balance sheets including all related notes, and income statements) for the last three years, as indicated above, complying with the following conditions.

 All such documents reflect the financial situation of the Applicant or partner to a JV, and not sister or parent companies.

 Historic financial statements must be audited by a certified accountant.

 Historic financial statements must correspond to accounting periods already completed and audited (no statements for partial periods shall be accepted).

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-10

Form FIN – 3.2

Average Annual Turnover

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

Each Applicant or member of a JV must fill in this form

Annual Turnover Data for the Last 3 Years Amount Exchange EUR Year Currency Rate Equivalent

Average Annual Construction Turnover

The information supplied should be the Annual Turnover of the Applicant or each member of a JV in terms of the amounts billed to clients for each year for work in progress or completed, converted to EURO at the rate of exchange at the end of the period reported.

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-11

Form EXP – 4.1

General Construction Experience

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

Each Applicant or member of a JV must fill in this form

General Construction Experience Starting Ending Contract Identification and Name Contract amount (applicants’part in Month Month Years Name and Address of Client Role of Applicant case of Year Year Brief Description of the Works Executed by the Applicant JV/subcontractor)

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-12

Form EXP – 4.2 Specific Construction Experience Lot 1A or Lot 1B or Lots 1A & 1B

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

Fill out one (1) form per contract.

Contract of Similar Size and Nature

Contract No ...... of ...... Contract Identification

Award Date Completion Date

 Contractor

Role in Contract  Management Contractor  Subcontractor

 JV Member

Total Contract Amount EUR

If partner in a JV or subcontractor, specify Percent of Total Amount participation of total contract amount

Client’s Name Address Telephone/Fax Number E-mail

Description of the similarity in accordance with Criteria 4.2 of Section III

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-13

Form EXP – 4.3 Specific Construction Experience in Key Activities for Lot 1A or Lot 1B or Lots 1A & 1B

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ...... Subcontractor’s Legal Name (as per ITA 24.2): ……

Fill out one (1) form per contract

Contract with Similar Key Activities

Contract No ...... of ...... Contract Identification

Award Date Completion Date

 Contractor

Role in Contract  Management Contractor  Subcontractor

 JV Member

Total Contract Amount EUR

If partner in a JV or subcontractor, specify Percent of Total Amount participation of total contract amount

Client’s Name Address Telephone Number Fax Number E-mail

Description of the key activities in accordance with Criteria 4.3 of Section III

ContourGlobal Hydro Cascade CJSC Section IV. Application Forms 4-14

Form DEC – 5

Declaration of undertaking

Applicant’s Legal Name: ...... Date: ...... JV Partner’s Legal Name: ......

IFP No.: Vorotan/Rehabilitation/PQ/ Lot1A&1B ICB No.: KfW / Vorotan/Rehabilitation/ICB/ Lot1A&1B Project name: Rehabilitation of Vorotan Cascade Hydropower Plants BMZ ID: 2007 65 909 and 2009 66 499

We underscore the importance of a free, fair and competitive contracting procedure that precludes abusive practices. In this respect we have neither offered nor granted directly or indirectly any inadmissible incentives to any public servant or other person nor accepted such incentives in connection with our bid, nor will we offer or grant or accept any such incentives or conditions in the present tendering process or, in the event that we are awarded the contract, in the subsequent execution of the contract. We also declare that no conflict of interest exists in the meaning of the kind described in the corresponding Guidelines.

We also underscore the importance of adhering to minimum social standards ("Core Labour Standards") in the implementation of the project. We undertake to comply with the Core Labour Standards ratified by the Republic of Armenia.

We will inform our staff about their respective obligations and about their obligation to fulfil this Declaration of Undertaking and to obey the laws of the Republic of Armenia.

We also declare that our company/all members of the consortium has/have not been included in the list of sanctions of the United Nations, nor of the EU, nor of the German Government as per ITA 4.1, nor in any other list of sanctions and affirm that our company/all members of the consortium will immediately inform the client and KfW if this situation occurs at a later stage.

We acknowledge that, in the event that our company (or a member of the consortium) is added to a list of sanctions that is legally binding on the client and/or KfW, the client shall be entitled to exclude us/the consortium or, if the contract is awarded to our company/the consortium, to immediately cancel such contract if the statements made in the Declaration of Undertaking were objectively false or the reason for exclusion from the tender procedure occurs after the Declaration of Undertaking has been issued.

......

(Place) (Date) (Name of company)

......

(Signature(s))

ContourGlobal Hydro Cascade CJSC

PART 2 – Requirements

ContourGlobal Hydro Cascade CJSC Section V. Scope of Contract 5-1

Section V Scope of Contract

ContourGlobal Hydro Cascade CJSC Section V. Scope of Contract 5-2

Table of Contents

A. Requirements 3 1. Brief Description of the Scope 3 2. Major Contract Components and Technical Requirements 3 3. Methods Required 6 4. Contract Implementation Period 6 5. Basic Requirements 7

B. Supplementary Information 7 6. Project Country 7 7. Contract Site 7

C. Facilities to be Provided by the Client 7 8. Personnel and Special Tools 7 9. Site Facilities 7

ContourGlobal Hydro Cascade CJSC Section V. Scope of Contract 5-3

A. Requirements

1. Brief Description of the Scope The scope of supply and services under the Contract shall comprise the complete refurbishment including replacement of essential components and systems for the seven hydroelectric units of Vorotan Cascade (Tatev HPP, Shamb HPP and Spandaryan HPP) of all electrical and mechanical (E&M) systems including; turbines, generators, turbine governors, mechanical and electrical auxiliary systems in the power houses, open air switchyard whether new of rehabilitated, which form part of Lot 1A and/or Lot 1B of the Vorotan Cascade HPPs (Tatev HPP, Shamb HPP and Spandaryan HPP)..

The scope of work in the Contract will comprise of the complete design of the rehabilitation/replacement works, manufacture, pre-assembly, acceptance testing in the Contractor's workshops as well as the transport, handling, customs clearance, unloading, storage, erection, adjustment, painting, identification, commissioning, trial operation performance of disassembly, disposal of obsolete equipment and material, modification and re-assembly of existing equipment components and structures; execution and supervision of installation works, site testing and commissioning, trial operation of the entire refurbished plants; providing guarantees in accordance with the provisions of the Contract.

The scope shall include training of Clients personnel (at the manufacturer’s office / workshops, and at site), in operation and maintenance of all new equipment.

The scope of work shall include complete set of documentation including; all design drawing supported with thorough design reports including detailed calculations to verify all parts of the supply, manufacturing drawings, installation drawings, as-built drawings, operation and maintenance manuals and a complete set of quality documentation for manufacturing and testing of all the equipment.

The supply shall furthermore include any repair- or modification works to the appurtenant civil structures, as required for completion of the specified refurbishment and replacement works for the generators, turbines and auxiliary systems in the power house, switchyards or any other parts of the plant.

Prospective Bidders must prove during prequalification process their ability to meet the minimum technical requirements spelled out.

2. Major Contract Components and Technical Requirements

The scope of supply and services under this Contract shall comprise the complete refurbishment including replacement of essential components and systems for the three hydroelectric plants of Vorotan Cascade.

The scope of work shall comprise of the complete design of the rehabilitation / replacement works, manufacture, shop testing, painting, sea worthy packing, transportation, handling, storage, disassembly, modification and re-assembly of existing equipment components and structures; execution and supervision of installation works, site testing and commissioning, trial operation of the entire refurbished plants; providing guarantees in accordance with the provisions of the Contract.

The scope shall include training of Client’s personnel (at the manufacturer’s office / workshops, and at site), in operation and maintenance of all new equipment.

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The supply shall include spare parts and tools for the equipment. Any additional equipment, not specifically listed in the specifications but which is required for the functionality and the safe and reliable operation of the specified equipment, shall be included in the scope of supply.

In specific the scope includes the following Electrical and Mechanical equipment, all their auxiliary systems, the Switchyards and other works/supplies necessary to the proper operation of the facilities. The Client will provide detailed Technical Specification to prequalified firms in the Bidding Phase of the tender, where parts of the herein listed full Scope will be listed as Optional.

(a) The scope of supply and services under the Lot 1A Contract will comprise:

Tatev HPP:  Replacement of three (3) Pelton turbine injector sets, including design and supply of new power nozzles, needles and jet deflectors;  Refurbishment of the servomotors, replacement of all controls, supervisory instrumentation and hydraulic piping of the three (3) spherical valves;  Refurbishment of the three (3) generators including new excitation systems and AVR;  New Cooling Water System;  Overhaul of four (4) intake gates and gantry crane at the headrace tunnel;  New Service water system  New Fire Detection and Fire Fighting system including Generator Fire Fighting and Main Transformer Deluge systems.

Shamb HPP:  Refurbishment of two (2) Francis turbines, including design and supply of new runners, complete new wicket gate with regulating mechanism and new turbine head covers ;  Design and supply of two (2) new turbine governor systems and refurbishment of turbine servomotors, accumulators and drain tanks;  Refurbishment of the servomotors, replacement of all controls and supervisory instrumentation and hydraulic piping of the two (2) spherical valves;  Refurbishment of two (2) pressure relief valves and replacement of all associated valves and supervisory instrumentation;  Refurbishment of the two (2) generators including new excitation systems and AVR;  New Cooling Water System;  New Compressed Air System;  New Drainage System;  New Fire Detection and Fire Fighting system including Generator Fire Fighting and Main Transformer Deluge systems.

Spandaryan HPP:  Design and supply of two (2) new turbine governor system; refurbishment of turbine servomotors, accumulators and drain tanks;  Refurbishment of the Turbine servomotors, replacement of all controls, supervisory instrumentation and hydraulic piping the two (2) spherical valves;  Refurbishment of two (2) pressure relief valves and replacement of all associated valves and supervisory instrumentation;  Two (2) new Brushless Excitation systems for the generators;  New Cooling Water System;

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 New Drainage System;  New Fire Detection and Fire Fighting system including Generator Fire Fighting and Main Transformer Deluge systems.

(b) The scope of supply and services under the Lot 1B Contract will comprise:

Tatev HPP:  A digital control system for all three turbines was implemented in 2004/2005 including partial unit control. A complete replacement of the remaining plant control systems for the units, for the plant auxiliaries and for the switchyard (110 kV outgoing line bays) is therefore of highest priority. All electrical protection relays for the units, transformers and switchyard shall also be replaced. The unit controls installed in 2004/2005 as well as the MW joint control will be maintained but the centralized plant control in the control room shall be eliminated and the unit control and the joint control shall be tied into the new control system;  All protection relays shall be replaced with numerical protection relays equipped with software based protection modules. All relays shall be equipped with interfaces for bus oriented communication links with the control system;  All electrical protection relays for the units and transformers shall be replaced;  Replacement of Telecommunication and Commercial Metering Systems;  One(1) new 3-phase, core type, oil immersed generator step-up transformer;  Delivery of three (2+1) Auxiliary power Transformers;  Replacement of all 110 kV Switchyard equipment  Three (3) 12 kV Generator Terminal Switchgears;  Replacement of all main 400 VAC Distribution and power supply Boards  230 VAC UPS System;  110 V battery System  New Emergency Diesel Generator;  New Video Surveillance System  New On-line Vibration system  Complete replace of all power and control cabling  New HVAC system  Civil refurbishment work of Control Rooms and Battery Rooms  Internal and External Lighting systems.  New mobile Oil Treatment facility for oil processing, including two (2) new 80m3 tanks for clean and dirty oil.

Shamb HPP:  The complete replacement of the plant control systems for the units, for the plant auxiliaries and for the switchyard (220 kV outgoing line bays) is included in the scope;  All electrical protection relays for the units, transformers and switchyard shall be replaced;  Replacement of Telecommunication and Commercial Metering Systems;  Complete refurbishment of two (2) 3-phase, core type, oil immersed generator step-up transformers;  Delivery of four (4) new dry-type auxiliary transformers including all the controls;  Replacement of all 220 kV Switchyard equipment including new design (plus one HV CB as per the requirements of the Grid operator);  Two (2) new 17.5 kV Generator Circuit Breakers including associated CTs and VTs;  Two (2) 17,5 kV generator Switchgears including the VTs needed for synchronization.  Replacement of all main 400 VAC Distribution and power supply Boards;  230 VAC UPS System;  110 VDC Battery System;  New Emergency Diesel Generator;  New Video Surveillance System;  New On-line Vibration system;  Complete replace of all power and control cabling;  New HVAC system;

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 Civil refurbishment work of Control Rooms, 220 kV Switchyard equipment foundations, area of the Drainage system and Battery Rooms;  Internal and External Lighting systems;  New grounding System in the area of the 220 kV Switchyard;  Two (2) new 80m3 tanks for clean and dirty oil.

Spandaryan HPP:  New Control & Protection System for Units and Auxiliary Systems with all cabling;  Replacement of Telecommunication and Commercial Metering Systems;  Delivery of two (2) new dry-type auxiliary transformers including all the controls;  Replacement of all 220 kV Switchyard equipment;  Two (2) 17,5 kV generator Switchgears including the VTs needed for synchronization;  230 VAC UPS System;  New Emergency Diesel Generator;  New Video Surveillance System  New On-line Vibration system  Complete replace of all power and control cabling  New HVAC system  Civil refurbishment work of Control Rooms, 220 kV Switchyard equipment foundations, area of the Drainage system and Battery Rooms.  Internal and External Lighting systems.  New grounding System in the area of the 220 kV Switchyard  Two (2) new 80m3 tanks for clean and dirty oil.

3. Methods Required Attention has to be drawn to the fact that the existing equipment which is relevant for the common operation of the old equipment must remain in full service during the entire implementation, installation, testing and commissioning period. Taking out of service of the old equipment for whatever reasons without permission by the Client is not permitted. All works have to be performed that way that impacts on the existing equipment shall be reduced to the absolute minimum.

Replacement of existing equipment shall be done in close co-operation with the Client and shall be done unit by unit with the adjacent equipment, such as generating units remaining in full service until end stage of construction. Shutdown periods shall be reduced to the absolute minimum.

New installed station service systems shall be energized and connected keeping the existing station service system operational in parallel.

Emphasize will be made to improvement of the design and functionalities by adaptation of modern state-of-the-art equipment within the given limitations for existing equipment and civil structures for the plant. The Contractor shall duly consider all interfaces in this respect.

4. Contract Implementation Period The implementation period for Lot 1A is set to be not more than 48 months from signing of the contract.

The implementation period for Lot 1B is set to be not more than 48 months from signing of the contract.

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5. Basic Requirements Applicants for this project shall be manufacturers of the majority of the above mentioned scope of supply for Lot 1A and/or Lot 1B or a legal entity of a corporate group having own expertise in these fields and own appropriate manufacturing resources.

In case of JV, the manufacturer or a legal entity of a corporate group - having own expertise in these fields and own manufacturing resources - shall be the JV leader and shall be responsible for general supervision and execution of the contract.

The Client will for the evaluation of tenders put weighting on Contractors who chose to involve local partners / sub-contractors for manufacturing of equipment and execution of services, where appropriate. In particular, construction of steel structures can preferably be carried out by sub-contractors in Armenia. However, the responsibility for the design and the quality of the work will remain as the Contractors sole responsibility.

B. Supplementary Information

6. Project Country The project shall be implemented in Armenia.

7. Contract Site The Vorotan Cascade consists of 3 HPP’s situated on the Vorotan River in the south- eastern part of Armenia. The Cascade includes 178 km of the river length and has a total head of 1,223 m. The total installed capacity of the Vorotan Cascade is 404 MW. The headquarter of VC is located in Goris.

The key data of the cascade's power stations are given below:

Hydropower Rated Number & Water Design Commissioning Stations Capacity capacity of storage, Head of the HPP units mill.m3 MW MW total / live m

Spandaryan 76 2 x 38.0 257 / 218 300 1989 Shamb 171 2 x 85.5 96 / 80 267 1978 Tatev 157.2 3 x 52.4 13,6 / 1,8 552 1970

C. Facilities to be Provided by the Client

8. Personnel and Special Tools The special tools required for the dismantling of the existing equipment will be provided by the Client. All personal and tools required that are not specific or special must be provided by the Contractor.

9. Site Facilities A dedicated area for the installation of storage buildings and workshops will be provided by the Client. The adequate disposal of the dismantled equipment will be done by the Client. The provision of all other site facilities shall be the Contractor’s duty.

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Section VI Client’s Anti-Corruption Policy and Anti-Corruption Compliance Guide (ATTACHED)

ContourGlobal Hydro Cascade CJSC