SMALL SEWAGE TREATMENT PLANT

AND COLLECTION NETWORK

Request for Proposals

Part I: Instructions to Bidders

Issue Date: 02 May 2023

Bid Submission Date: 26 October 2023

Time: 12:00 HRS. KSA time

 RFP Part I: Instruction to Bidders

Small Sewage Treatment Plant (SSTP) and

Collection Network (CN)

Request for Proposal - Jazan Cluster

02 May 2023

• Part I: Instruction to Bidders

• Part II: Technical Specifications

• Part III: Drawings & Diagrams

• Part IV: Form Sheets

• Part V: Draft Project Agreements

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 RFP Part I: Instruction to Bidders

Disclaimer and Confidentiality Notice

The information contained in this Request for Proposals (“RFP”) has been prepared by Saudi
Water Partnership Company ("SWPC") acting upon authority delegated from the Supervisory
Committee for Privatization in the Environment, Water and Agriculture Sector (the “Supervisory
Committee”), with the assistance of KPMG Professional Services, Jacobs Engineering Group
Inc. and Amer Al Amr Law Firm (together, the “Advisors”), and is furnished solely for the
purpose of assisting the Bidder in making its own evaluations of the Project. It does not
constitute an offer in relation to the development, design, permitting, engineering, financing,
procurement, construction, commissioning, testing, completion, ownership, insurance, operation
and maintenance and transfer of the Plants and development, design, permitting, engineering,
financing, procurement, construction, commissioning, testing, completion and transfer of the
Collection Networks.

The information contained in the RFP does not purport to be all-inclusive or to contain all the
information that the Bidder or its advisors may require or desire in relation to the Project. The
Bidder should form its own views as to what information is relevant and make its own
investigations, projections and conclusions and consult its own advisors to verify independently
the information contained in the RFP, and to obtain any additional information that it may
require, prior to submitting its Bid.

Neither the Government of the Kingdom of Saudi Arabia (the “Government”), the Ministry of
Environment, Water and Agriculture (“MEWA”), the Supervisory Committee, SWPC, nor their
respective directors, officers, members, employees, agents or advisors (including the Advisors)
shall have any responsibility for the accuracy or completeness of the contents of the RFP
(including any opinions expressed or implied) and no representation or warranty, express or
implied, is given by any such person as to the accuracy or completeness of such information or
opinions. In particular, no representation or warranty is given as to the accuracy,
reasonableness or likelihood of achievement of any future projections, prospects or returns.

SWPC reserves the right, in its absolute discretion, at any stage and with five (5) Business
Days’ (or shorter, where necessary) prior notice to the Bidder, to change the structure and
timing of the tender process, to amend the information contained in the RFP or to terminate the
tender process itself. Neither the Government, MEWA, the Supervisory Committee, SWPC nor
their respective directors, officers, members, employees, agents or advisors (including the

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 RFP Part I: Instruction to Bidders

Advisors) shall have any responsibility or liability for any costs, expenses or other liabilities
incurred by the Bidder.

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 RFP Part I: Instruction to Bidders

Table of Contents
1 Introduction 33
1.1 Background 33
1.2 Project Overview 35
1.3 Additional Requests for Information 38
1.4 Technical Overview 39
1.4.1 Company’s Responsibility 39
1.4.2 The Site 40
1.4.3 Capacity and Main Design Features 41
1.4.4 Power Supply 43
1.4.5 Environmental Matters 44
1.5 Contractual Structure 45
1.5.1 Company Legal Form 45
1.5.2 Key Commercial Project Agreements 45
1.6 Project Parties 47
1.6.1 SWPC 47
1.6.2 Supervisory Committee 47
1.6.3 National Center for Privatization 47
1.6.4 Ministry of Finance 48
1.6.5 MEWA 48
1.6.6 NCEC 48
1.6.7 NWC 48
1.6.8 SEC 49
1.7 Financing Structure 49
1.8 Payment Structure 50
1.9 Project Timetable 53

2 Technical Structure 54
2.1 Technical Project Background 54
2.2 Project Description 56
2.2.1 Description of the Existing Situation 56
2.2.2 Description of the Jazan SSTPs 59
2.3 Engineering, Procurement and Construction 61
2.3.1 EPC Contractor 61

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 RFP Part I: Instruction to Bidders

2.3.2 Eligibility and Qualification Criteria for the EPC Contractor 62

2.3.3 Required Bid Information & Responsibilities 63
2.4 Proven Technology and Equipment 66
2.5 Operations and Maintenance 66
2.5.1 Provision of O&M services 66
2.5.2 Eligibility and Qualification Criteria for the O&M Contractor 68
2.5.3 Required Bid Information 68
2.6 Company's Engineer and SWPC’s Engineer 71
2.6.1 Company's Engineer 71
2.6.2 SWPC’s Engineer 72
2.7 Power Supply & Electricity Interfaces 72
2.8 Implementation Schedule 73

3 Project Contractual Structure 74

3.1 Company 74
3.1.1 Bidder and Consortium Requirements 74
3.1.2 Ownership of Company 74
3.1.3 Legal form of Company 75
3.2 Draft Project Agreements 75
3.2.1 Sewage Treatment and Collection Network Implementation Agreement 76
3.2.2 Project Development Agreement 78
3.2.3 Collection Network Implementation and Sewage Interconnection Agreement 78
3.2.4 SWPC Credit Support Agreement 78
3.2.5 EPC Contract: Key Terms 79
3.2.6 Full EPC Contract 87
3.2.7 O&M: Key Terms 87
3.2.8 Agreements with Financing Parties 92

4 Financing Structure 94
4.1 Total Project Cost 94
4.1.1 Development Costs 96
4.1.2 O&M Costs 97
4.1.3 Electricity Supply Cost 98
4.2 Financing of Project Costs 98
4.2.1 Capital Structure 98
4.2.2 Requirements from the Bidder: Equity Finance 99

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 RFP Part I: Instruction to Bidders

4.2.3 Requirements from the Bidder: Senior Debt Finance 100

4.2.4 Committed Funding 102
4.2.5 Uncommitted Funding 102
4.2.6 Senior Debt Terms and Conditions 105
4.2.7 Proposals funded with full term finance facilities (“Full Term Finance Facilities”) only 105
4.2.8 Proposals funded with short term financing facilities (“Short Term Finance Facilities”) only 106
4.2.9 Proposals that include a combination of Full Term Finance Facilities and Short Term Finance
Facilities 107
4.2.10 Post-Bid Funding 108
4.3 Interest Rate Hedging 108
4.3.1 Interest Rate Hedging Bid Assumptions 108
4.3.2 Foreign Exchange Rate Bid Assumptions 110
4.3.3 Adjustment to Charge Rates and CN Annuity 110
4.4 Negotiations with Financing Parties 112
4.5 Exclusivity 112
4.6 Refinancing of CN 113

5 Bidder's Model and Form Sheets 114

5.1 General 114
5.2 Timing 115
5.3 Assumptions and User Book 116
5.3.1 Efficiency and accuracy 116
5.3.2 Consistency 117
5.3.3 Flexibility 117
5.3.4 Ease of audit 117
5.3.5 User-friendliness 118
5.4 Required Outputs 119
5.5 Required Returns Analysis 120
5.6 Required Sensitivities 120
5.7 Evaluation 121
5.7.1 Form Sheet Requirements 121

6 Payment Structure 124

6.1 Introduction 124
6.2 Payments 124
6.2.1 Plants 124
6.2.2 Collection Network 125

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 RFP Part I: Instruction to Bidders

6.2.3 Capacity Payments 125

6.2.4 Output Payments 125
6.2.5 Supplemental Payments 126
6.2.6 Environmental Deductions 126
6.2.7 Additional Deductions 127
6.2.8 CN Annuity 127
6.3 Price Indexation 127
6.4 Calculation of Payments 129
6.5 Calculation of Payments 129

7 Other Commercial Requirements 130

7.1 Notice of Intention to Bid 130
7.2 Legal Form of the Bidder 130
7.3 Changes in Bidder before Bid Submission Date 132
7.4 Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid Submission Date 132
7.5 Governing Laws 133
7.6 Governing Language 133
7.7 Permits and Licences 133
7.8 Local Content and Programme for the Employment and Training of Saudi Arabian Citizens 134
7.9 Insurance 136
7.10 Conflicts of Interest 137
7.11 Cybersecurity Requirements 137
7.12 Data Protection 137

8 Preparation and Delivery of The Bid 138

8.1 Compliance with Instructions 138
8.2 Request for Clarifications 139
8.3 Addenda to RFP 140
8.4 Bid Conference, Site Visit and Bid Costs 140
8.5 Validity, Modification and Withdrawal 140
8.6 Confidentiality and Opening of Proposals 141
8.7 Bid Submission Requirements 142
8.7.1 Bid Submission 142
8.7.2 Letter of Conveyance 143
8.7.3 Bid Bond 144
8.8 Bid Documents 145

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 RFP Part I: Instruction to Bidders

9 Proposals 152
9.1 Evaluation Methodology 152
9.2 Clarification of Proposals 153
9.3 Compliance Criteria 154
9.3.1 Financial Compliance Criteria 155
9.3.2 Legal Compliance Criteria 156
9.3.3 Technical Compliance Criteria 156
9.3.4 Compliance with the minimum functional and performance specifications 156
9.3.5 Key Technical Evaluation Criteria and Process & Performance Guarantee 159
9.3.6 Compliance with efficiency considerations 159
9.3.7 Compliance with CN and SSTP EPC Costing Allocation 161
9.4 Responsiveness and Rejection of Bids 161
9.5 Levelized Charge Evaluation 164
9.5.1 Methodology 164
9.5.2 Assumptions for Calculation of Required Values 164
9.5.3 Determination of the Levelized Charge 166
9.6 Secondary Evaluation Criteria 168
9.6.1 Application 168
9.6.2 Criteria 168
9.7 Notification of Selection 169
9.7.1 Notification of Shortlisted Bidders 169
9.7.2 Notification of Unsuccessful Bidders 169
9.7.3 Negotiations and Execution of the Draft Project Agreements 170
9.7.4 Development Security 170
Appendix A: Raw wastewater analysis of sewage samples collected in Jazan* 172

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 RFP Part I: Instruction to Bidders

List of Tables
Table 1 - Relative capacities and Collection Network length for the 12 SSTPs in Jazan ............................ 36
Table 2 - Sub-Cluster Commercial Operation Date ..................................................................................... 37
Table 3 - Project Agreements...................................................................................................................... 46
Table 4 - Average temperature & rainfall for Jazan city .............................................................................. 56
Table 5 - Jazan SSTP site coordinates ........................................................................................................ 57
Table 6 - SSTPs and assumed flow ............................................................................................................. 59
Table 7 - Components Indexation ............................................................................................................. 128

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 RFP Part I: Instruction to Bidders

List of Figures
Figure 1 - Location of Jazan Cluster ............................................................................................................ 54
Figure 2 - Spatial dispersion of SSTPs in Jazan Cluster .............................................................................. 55

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 RFP: Part I : Instruction to Bidders

Glossary of Terms
Capitalised terms not otherwise defined in this Instructions to Bidders (Part I of the RFP), have
the same meanings given to them in Clause 1 of the Sewage Treatment and Collection Network
Implementation Agreement (Definitions and Interpretations).

Means an amendment or modification of the RFP

by SWPC in accordance with Section 8.3
Addendum
(Addenda to RFP) of this Part I (Instructions to
Bidders) of the RFP.

KPMG Professional Services as Lead and

Financial Advisor

Advisors Jacobs Engineering Group Inc. as Technical

Advisor

Amer Al Amr Law Firm as Legal Advisor

Has the meaning given in clause 1.1 (Definitions)

Affiliate of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Balancing Tank of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the letter from Financing Parties supporting

the Bid referred to in Sections 4.2.2 (Requirements
from the Bidder: Equity Finance) and 4.2.3
(Committed Funding) of this Part I (Instructions to
Bank Acknowledgement Letter
Bidders) of the RFP, the forms of which are
included as Commercial Form Sheet D Section 1
(Form of Bank Acknowledgement Letter for Senior
Debt Facilities) and Commercial Form Sheet D

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 RFP: Part I : Instruction to Bidders

Section 2 (Form of Bank Acknowledgement Letter

for Equity Bridge Loan Facilities) of Part IV (Form
Sheets) of the RFP.

Means the proposal of the Bidder, submitted in

Bid
response to this RFP.

Means the bid security to be furnished by the

Bidder pursuant to Section 8.7.3 (Bid Bond) of this
Bid Bond Part I (Instructions to Bidders) of the RFP the form
of which is included as Legal Form Sheet B
Section 1 (Form of Bid Bond).

Means between 0900 Hrs. and 1200 Hrs. on 26

Bid Submission Date
October 2023.

Means any Pre-Qualified individual company or

Consortium having been issued a NPQ by SWPC
and which confirms to SWPC its intention to
Bidder submit a Bid in response to the RFP, in
accordance with the provisions of Section 7.1
(Notice of Intention to Bid) of this Part I
(Instructions to Bidders) of the RFP.

Means the financial model to be prepared and

submitted by Bidder and described in more detail
Bidder’s Model
in Section 5 (Bidder’s Model and Form Sheets) of
this Part I (Instructions to Bidders) of the RFP.

BOOT Means build, own, operate and transfer.

Has the meaning given in Appendix 8 (Calculation

of Payment) of the STCNIA, a draft of which is
Capacity Payments
included in Part V (Draft Project Agreements) of
the RFP.

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 RFP: Part I : Instruction to Bidders

Means the price of each component of the service

charged by the Company to SWPC, and used to
calculate the Capacity Payments and the Output
Charge Rates Payments defined in Appendix 8 (Calculation of
Payment) of the STCNIA, a draft of which is
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given in clause 1.1 (Definitions)

Closing Date of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means all the 12 Plants and associated Collection

Cluster Network in the Jazan region, which are a part of
the Project.

Has the meaning given in clause 1.1 (Definitions)

CN Annuity of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means Collection Network Implementation and

Sewage Interconnection Agreement, a draft of
CNISIA
which is included in Part V (Draft Project
Agreements) of the RFP.

Has the meaning given in Clause 1.1 (Definitions)

Collection Network Provisional Acceptance Date of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the commercial insurance pursuant to

Commercial Insurance Section 7.9 (Insurance) of this Part I (Instructions
to Bidders) of the RFP.

Means the Senior Debt finance for which credit

Committed Funding
approved commitments from Financing Parties

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 RFP: Part I : Instruction to Bidders

have been obtained as described in Section 4.2.4

(Committed Funding) of this Part I (Instructions to
Bidders) of the RFP.

Means a new company to be formed to undertake

the Project, incorporated and registered in KSA as
Company
a closed JSC or LLC as per the Saudi Arabia
Companies Law.

Has the meaning given to it in Section 2.6.1

Company's Engineer (Company's Engineer) of this Part I (Instructions to
Bidders) of the RFP.

Means a joint venture, partnership or other

combination of international and/or KSA
Consortium companies formed in compliance with the
provisions of the RFP and jointly participating as a
Bidder.

Means each individual company forming part of a

Consortium Member
Consortium.

Has the meaning given in clause 1.1 (Definitions)

Contract Year of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Control of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means Electricity Correction Factor and O&M

Correction Factor as defined in Appendix 8
Correction Factors (Calculation of Payment) of the STCNIA, a draft of
which is included in Part V (Draft Project
Agreements) of the RFP.

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 RFP: Part I : Instruction to Bidders

DBFT Design-Build-Finance-Transfer.

Has the meaning given in clause 1.1 (Definitions)

Dependable Treatment Capacity of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Developer of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given to it in Section 4.1.1

Development Costs (Development Costs and License Fees) of Part I
(Instructions to Bidders) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Development Security of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the entity licensed as an electricity

Distribution Service Provider
distribution service provider in KSA.

Means the lawful currency of the United States of

Dollars or USD
America.

Means the draft STCNIA, CNISIA and PDA, copies

Draft Project Agreements of which are included in Part V (Draft Project
Agreements) of the RFP.

DSCR Means Debt Service Coverage Ratio.

Has the meaning given in clause 1.1 (Definitions)

Easement Land of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the environmental baseline surveys and

EBSA
assessment.

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 RFP: Part I : Instruction to Bidders

Means the "Essential Cybersecurity Controls

(ECC-1: 2018)" issued by the National
EC Controls
Cybersecurity Authority, as may be amended,
supplemented or varied from time to time.

ECA Means Export Credit Agency.

Means the date of execution of the STCNIA, a

Effective Date draft of which is included in Part V (Draft Project
Agreements) of the RFP.

Means the SEC consumption tariff as applicable

Electricity Price
and as amended from time to time.

Has the meaning given in clause 1.1 (Definitions)

Energisation Date of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

EPC Contract of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

EPC Contractor of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the outlined terms and conditions of the

EPC Term Sheet EPC Contract signed by the Bidder’s EPC
Contractor as part of its Bid.

Has the meaning given in clause 1.1 (Definitions)

Equator Principles of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in Section 4.2.2

Equity
(Requirements from the Bidder: Equity Finance) of

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 RFP: Part I : Instruction to Bidders

Part I (Instructions to Bidders) of the RFP and as

further defined in the STCNIA, a draft of which is
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given in clause 1.1 (Definitions)

Equity Bridge Loan or EBL of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Equity Injection Date of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

ESIA Means Environmental and Social Impact

Assessment.

FAT Means Factory Acceptance Test.

Has the meaning given in clause 1.1 (Definitions)

Financial Closing of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP

Has the meaning given in clause 1.1 (Definitions)

Financing Documents of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Financing Party of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the Bidder’s outline of their strategy and

process to deliver the financing requirements of
the Project as set out in Section 4.2.3
Financing Plan
(Requirements from the Bidder: Senior Debt
Finance) of this Part I (Instructions to Bidders) of
the RFP.

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 RFP: Part I : Instruction to Bidders

Means the outlined terms and conditions of Senior

Financing Term Sheet Debt facilities signed by the Bidder’s Financing
Parties as part of its Bid.

Means:

Legal Form Sheet; or

Commercial Form Sheet; or

Form Sheet
Technical Form Sheet

which are provided as Part IV (Form Sheets) of the

RFP, to be completed and submitted by the Bidder
as part of its Bid.

Has the meaning given in Section 4.2.6 (Senior

Full Term Finance Facilities Debt Terms and Conditions) of this Part I
(Instructions to Bidders) of the RFP.

GCC Gulf Cooperation Council.

Has the meaning given in clause 1.1 (Definitions)

Good Utility Practice of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the Government of the Kingdom of Saudi

Government
Arabia.

Means the individual treatment capacity of each

Guaranteed Influent Treatment Capacity
Plant in the Cluster.

Ha Means hectares

Hals Means Halalas (100 Hals = 1 SAR).

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 RFP: Part I : Instruction to Bidders

Has the meaning given to it in Section 9.3

Immaterial Non-Compliance (Compliance Criteria) of this Part I (Instructions to
Bidders) of the RFP.

Means the schedule for implementation of the

Project in accordance with the requirements of
Implementation Schedule Technical Form Sheet C Section 11 (Form of
Implementation Schedule) of Part IV (Form
Sheets) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Influent Delivery Point of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Influent Lifting Station of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Invoice of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

IRR Means Internal Rate of Return.

ISTP Means Independent Sewage Treatment Plant.

ISWR Means Independent Strategic Water Reservoir

Means this Part I (Instructions to Bidders) of the

ITB
RFP.

IWP Means Independent Water Plant.

JSC Means Joint Stock Company.

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 RFP: Part I : Instruction to Bidders

km Means kilometres.

KSA Means the Kingdom of Saudi Arabia.

kV Means kilovolts.

kWh Means kilowatt-hours.

Means the main point of contact and manager in

respect of a Consortium and such entity having
Lead Member
received an NPQ pre-qualifying it to act in such
capacity.

Means any person providing debt, Islamic finance,

hedging facilities, bond or capital market financing
Lender
or refinancing (including any export credit loans)
under the Financing Documents

Means the letter to be submitted by the Bidder in

accordance with Section 8.7.2 (Letter of
Conveyance) of this Part I (Instructions to Bidders)
Letter of Conveyance
of the RFP and in the form of Legal Form Sheet A
(Letter of Conveyance) of Part IV (Form Sheets) of
the RFP.

Means the letter of intention to be submitted by the

Bidder in accordance with Section 7.1 (Notice of
Letter of Intention Intention to Bid) of this Part I (Instructions to
Bidders) of the RFP and in the form of Legal Form
Sheet B Section 2.

Means levelized cost, calculated in accordance

Levelized Charge with Section 9.5 (Levelized Charge Evaluation) of
this Part I (Instructions to Bidders) of the RFP.

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 RFP: Part I : Instruction to Bidders

Has the meaning given in clause 1.1 (Definitions)

Licence Fee of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

LLC Means Limited Liability Company.

Has the meaning given in clause 1.1 (Definitions)

Local Content Percentage of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the form of scorecard contained in

Appendix 10 (Local Content) to the STCNIA as
Local Content Scorecard provided in Commercial Form Sheet F (Local
Content Scorecard) included in Part IV (Form
Sheets) of the RFP.

m3 Means cubic metres.

m3/d Means cubic metres per day.

Means material non-compliance with fundamental

procedural requirements, specifications and other
fundamental substantive requirements of the RFP,
and must as a general rule result in the rejection of
Material Non-Compliance
the Proposal; it is against the principle of equal
treatment to accept Proposals that do not comply
with such requirements. The term "Materially Non-
Compliant" shall be construed accordingly.

Means Mechanical, Electrical, Instrumentation,

MEICA
Control and Automation.

Means Ministry of Environment, Water and

MEWA
Agriculture.

22
 RFP: Part I : Instruction to Bidders

Has the meaning given to it in Section 5.3

Model Book (Assumptions and User Book) of this Part I
(Instructions to Bidders) of the RFP.

MOF Means Ministry of Finance.

NCEC National Center for Environmental Compliance

Means an engineering and procurement

subcontractor employed by the EPC Contractor for
an important part of the engineering and
Nominated Subcontractor
procurement scope and used by the EPC
Contractor to meet the EPC eligibility and
qualification criteria set in Section 2.3.2 of this ITB.

NPQ Means Notice of Pre-Qualification.

NWC Means National Water Company.

NWS Means the National Water Strategy 2030.

O&M Means operation and maintenance.

Means the agreement between the Company and

the O&M Contractor for the management,
operation and maintenance of the Plants as given
O&M Contract
in clause 1.1 (Definitions) of the STCNIA a draft of
which is included in Part V (Draft Project
Agreements) of the RFP.

Means the contractor employed by the Company

O&M Contractor to manage, operate, maintain and repair the Plants
in accordance with O&M Contract.

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 RFP: Part I : Instruction to Bidders

Means the outlined terms and conditions of the

O&M Term Sheet O&M Contract signed by the O&M Contractor as
part of its Bid.

Means the 1978 arrangement between the OECD

OECD Consensus Guidelines
countries in relation to the export credits.

Means the Consortium Member that is part of a

Other Member Consortium neither as the Lead Member or
Technical Member.

Has the meaning given to it in clause 1.1

(Definitions) of the STCNIA, a draft of which is
Outfall Delivery Point
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given in clause 1.1 (Definitions)

Outfall Delivery Facilities of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in Appendix 8 (Calculation

of Payment) of the STCNIA, a draft of which is
Output Payments
included in Part V (Draft Project Agreements) of
the RFP.

Part I, Part II, Part III, Part IV, Part V Means the corresponding parts of the RFP.

Has the meaning given in clause 1.1 (Definitions)

of the STCNIA, a draft of which is included in Part
Plant
V (Draft Project Agreements) of the RFP. The
plural Plants means all of the plants in the Cluster.

Has the meaning given to it in Section 9.7.1

Preferred Bidder (Notification of Shortlisted Bidders) of this Part I
(Instructions to Bidders) of the RFP.

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 RFP: Part I : Instruction to Bidders

Means:

the development, financing, design, engineering,

procurement, manufacture, factory testing,
transportation, construction, erection, installation,
equipping, completion, testing, commissioning,
insurance, ownership, operation, maintenance and
Project transfer of each Plant; and

the development, financing, design, engineering,

procurement, manufacture, factory testing,
transportation, construction, erection installation,
equipping, completion, testing, commissioning of
the Collection Networks, and their transfer from the
Company to NWC.

Means the executed versions of the Draft Project

Project Agreements Agreements as provided in Part V (Project
Agreements) of the RFP.

Has the meaning given to it in clause 1.1

(Definitions) of the STCNIA, a draft of which is
Project Commercial Operation Date or PCOD
included in Part V (Draft Project Agreements) of
the RFP.

Means the Draft Project Development Agreement

Project Development Agreement or “PDA” a draft of which is included in Part V (Draft Project
Agreements) of the RFP.

The Company must utilize components and

systems which are of new manufacture and proven
design. The Plants shall be built to appropriate
Proven Technology
internationally recognized standards and shall
comply with all the applicable national and
statutory codes.

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 RFP: Part I : Instruction to Bidders

The design and materials of the main process

treatment technology, systems and equipment
must be proven by evidence of at least 2 years
successful operational experience for at least 2
locations involving treatment of comparable
influent quality conditions for plants with a
minimum capacity of 10,000 m3/d each.

Has the meaning given in Clause 1.1 (Definitions)

Quiet Enjoyment of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given to it in Section 2.5.2

(Eligibility and Qualification Criteria for the O&M
Reference Plant
Contractor) of this Part I (Instructions to Bidders) of
the RFP.

Means this Request for Proposal, being the

RFP complete tender document for soliciting Bids and
each future Addendum thereto, if any.

Means the Request For Qualification issued by

RFQ
SWPC on July 11th, 2021.

SAIBOR Means Saudi Arabian Interbank Offered Rate

SAR Means Saudi Arabian Riyal.

Has the meaning given in clause 1.1 (Definitions)

Saudi Arabian Grid Code of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means the policy which requires that all private

Saudization
sector entities in KSA to attract and employ KSA

26
 RFP: Part I : Instruction to Bidders

nationals and provide them with certain minimum

contractual rights.

Has the meaning given to it in clause 1.1

(Definitions) of the STCNIA, a draft of which is
Sub-cluster Commercial Operation Date or SCCOD
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given in clause 1.1 (Definitions)

Scheduled Closing Date of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Scheduled Project Commercial Operation Date of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

SEC Means Saudi Electricity Company.

Has the meaning given in Section 4.2.3

(Requirements from the Bidder: Senior Debt
Finance) of Part I (Instructions to Bidders) of the
Senior Debt
RFP and as further defined in the STCNIA, a draft
of which is included in Part V (Draft Project
Agreements) of the RFP.

Means, collectively, the Capacity Payments, the

Output Payments, the Supplemental Payment the
Environmental Deductions and the Additional
Service Payments
Deductions, as defined in Appendix 8 of the
STCNIA, a draft of which is included in Part V
(Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Shareholder of the STCNIA a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

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 RFP: Part I : Instruction to Bidders

Has the meaning given in Section 4.2.6 (Senior

Short Term Finance Facilities Debt Terms and Conditions) of this Part I
(Instructions to Bidders) of the RFP.

Has the meaning given to it in Section 9.7.1

Shortlisted Bidder (Notification of Shortlisted Bidders) of this Part I
(Instructions to Bidders) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

of the STCNIA, a draft of which is included in Part
Site
V (Draft Project Agreements) of the RFP. The
plural Sites means all the sites in the Cluster.

SPV Means Special Purpose Vehicle.

Means Secured Overnight Funding Rate for 3

SOFR month USD deposits, as published every business
day by the New York Federal Reserve

Means Sewage Treatment and Collection Network

Implementation Agreement, a draft of which is
STCNIA
included in Part V (Draft Project Agreements) of
the RFP.

SSTP Means small sewage treatment plant.

Means any one Plant and its associated Collection

Sub-cluster Network among the 12 Plants in Jazan region,
which are part of the Cluster

Has the meaning given to it in Section 9.7.3

(Negotiations and Executions of the Draft Project
Successful Bidder Agreements) of this Part I (Instructions to Bidders)
of the RFP. A reference to the Successful Bidder is
a reference to the entities comprising the Bidder

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 RFP: Part I : Instruction to Bidders

(or Consortium Members) who was/were formally

prequalified by SWPC and who shall become the
"Developers" for the purpose of the Project
Agreements and not (unless they are the same) to
the Shareholders in the Company or any other
entity.

Has the meaning given in Appendix 8 (Calculation

of Payment) of the STCNIA, a draft of which is
Supplemental Payments
included in Part V (Draft Project Agreements) of
the RFP.

Means Saudi Water Partnership Company,

SWPC
formerly known as Water and Electricity SMLLC.

Means the support agreement between MOF and

the Company substantially in the form set out in
SWPC Credit Support Agreement Appendix 6 of the STCNIA a draft of which is
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given in clause 1.1 (Definitions)

SWPC Development Costs of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given to it in Section 2.6.2

SWPC’s Engineer (SWPC Engineer) of this Part I (Instructions to
Bidders) of the RFP.

Means debt procured for the purposes of

Take Out Debt
refinancing the Short Term Finance Facilities.

Means the facilities for the discharge of Influent

Tanker Discharge Facilities from tankers as more particularly described in
Appendix 1 of the STCNIA.

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 RFP: Part I : Instruction to Bidders

Has the meaning given in Section 4.2.6 (Senior

Target Refinancing Date Debt Terms and Conditions) of this Part I
(Instructions to Bidders) of the RFP.

Means Part II (Technical Specifications) of the

Technical Specifications
RFP.

Means that entity having received an NPQ pre-

Technical Member
qualifying it to act in such capacity.

Has the meaning given in clause 1.1 (Definitions)

Term of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Has the meaning given in clause 1.1 (Definitions)

Total Plant Output of the STCNIA, a draft of which is included in Part
V (Draft Project Agreements) of the RFP.

Means all costs as set out in Commercial Form

Sheet E 1.2 (Project and O&M Budget) along the
Total Project Costs
sub-section sheets 1.2.1 to 1.2.4 included in Part
IV (Form Sheets) of the RFP.

Has the meaning given to it in clause 1.1

(Definitions) of the STCNIA, a draft of which is
TSE
included in Part V (Draft Project Agreements) of
the RFP.

Means, in respect of a Plant, the pipes and other

facilities connecting the relevant Plant and the
TSE Outfall Delivery Facilities and Pipelines
relevant Outfall Delivery Point as more particularly
described in Appendix 1 of the STCNIA.

Means a point as set out in paragraph 2.7 of the

TSE Re-Use Connection Points
Plant Technical Specifications provided for the

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 RFP: Part I : Instruction to Bidders

purposes of delivery of TSE meeting the TSE

Specification to, and collection by, SWPC in
accordance with clause 11.1 (Acceptance of
Influent and Delivery of TSE) of the STCNIA, to be
located directly after the relevant final TSE
Metering System.

Has the meaning given to it in clause 1.1

(Definitions) of the STA, a draft of which is
TSE Re-use Delivery Point
included in Part V (Draft Project Agreements) of
the RFP.

Has the meaning given to it in clause 1.1

(Definitions and Interpretation) of the TSEIA, a
TSE Transmission Facilities
draft of which is included in Part V (Draft Project
Agreements) of the RFP.

Has the meaning given in Section 4.2.5

Uncommitted Funding (Uncommitted Funding) of this Part I (Instructions
to Bidders) of the RFP.

USD Means United States Dollars.

Has the meaning given to it in Section 8.5 (Validity,

Validity Period Modification and Withdrawal) of this Part I
(Instructions to Bidders) of the RFP.

Has the meaning given to it in Section 9.5.3

Yearly Guaranteed Influent Treatment Capacity (Determination of the Levelized Charge) of this
Part I (Instructions to Bidders) of the RFP.

In this RFP, except where the context otherwise requires:

(a) periods of time refer to the Gregorian calendar and reference to a time of day shall be construed
as a reference to the time of day in Riyadh, Saudi Arabia;

31
 RFP: Part I : Instruction to Bidders

(b) words importing one gender shall include the other two and words importing the singular number
shall include the plural and vice versa;

(c) unless specifically provided otherwise, the words "herein" and "hereunder", and words of similar
import, refer to the entirety of this RFP and not only to the Section in which such use occurs;

(d) references to terms defined in clause 1.1 (Definitions) of the STCNIA shall refer to the definitions
in Draft STCNIA issued by SWPC as part of the RFP as revised in any Addendums, but not to any
mark-up or change proposed by a Bidder;

(e) "including" or "includes" shall be deemed to be qualified by a reference to "without limitation";

(f) this RFP shall be governed and construed in accordance with the laws of the Kingdom of Saudi
Arabia; and

(g) a reference to SOFR or SAIBOR is a reference to that rate or, if such rate is discontinued,
unavailable or no longer generally utilised as a reference rate in projects of this nature (as
determined by SWPC, acting reasonably), such successor reference rate as may be determined
by SWPC (acting reasonably).

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 RFP: Part I : Instruction to Bidders

1 Introduction

1.1 Background
The Government has commenced the process of restructuring and developing the water sector
in the Kingdom, with the intention of placing greater reliance on the private sector to deliver and
manage water services. In furtherance of this aim, the following steps have been taken:

- Appointing the Ministry of Environment, Water and Agriculture (“MEWA”) as regulator of

the water and wastewater sector and establishment of the related regulatory framework
for the water and wastewater sector;

- Authorising the Saudi Water Partnership Company (“SWPC”) to oversee the procurement
of the water and wastewater-related projects; and

- Publication of the National Water Strategy 2030, January 2018 (“NWS”).

SWPC has four existing operational IW(P)P projects under its control and is currently embarking
on a programme to procure from the private sector the following projects:

- ISTPs –

o Under Procurement:
▪ Riyadh East and Abu Arish (150,000 m3/day); and
▪ Al Haer (200,000 m3/day).

o Under Construction:
▪ Buraydah 2 (150,000 m3/day);
▪ Tabuk 2 (90,000 m3/day);
▪ Madinah 3 (200,000 expandable to 375,000 m3/day);

▪ Jeddah Airport 2 (300,000 expandable to 500,000 m3/day); and

▪ Dammam (200,000 expandable to 320,000 m3/day).

o Under Operations:
▪ Taif ISTP (100,000 expandable to 270,000 m3/day).

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 RFP: Part I : Instruction to Bidders

- IWPs –

o Under Procurement:
▪ Rabigh 4 (600,000 m3/day); and
▪ Ras Mohaisen (300,000 m3/day).
▪ Jubail 4 & 6 (600,000 m3/day)

o Under Construction:
▪ Yanbu 4 (450,000 m3/day);
▪ Jubail 3A (600,000 m3/day); and
▪ Jubail 3B (570,000 m3/day).

o Under Operations:
▪ Rabigh 3 (600,000 m3/day); and
▪ Shuqaiq 3 (450,000 m3/day).

- IWTPs –

o Under Procurement:
▪ Riyadh – Qassim (685,000 m3/day);
▪ Ras Mohaisen – Baha – Makkah (515,000 m3/day);
▪ Rayis – Rabigh (500,000 m3/day); and
▪ Jubail – Buraydah (650,000 m3/day).

- ISWR –

o Under Procurement:
▪ Juranah (Makkah 1) (2,000,000 m3); and

▪ Eastern Province & Al – Ahsa (4,899,000 m3).

SWPC’s principal objectives for the Jazan SSTP Project (“the Project”) are to:

- expand and improve sewage treatment services in KSA through private sector
participation, especially in small heavily populated rural areas and peri-urban areas;

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 RFP: Part I : Instruction to Bidders

- achieve operational efficiencies on competitive economic terms;

- to protect the environment and public health;

- create employment and training opportunities for Saudi nationals; and

- increase further the efficiency of KSA’s economy through utilising the optimal sewage
treatment technologies and Good Utility Practice.

An important feature is that the private sector owns 100% of the Project. There is no direct
Government participation or ownership in the Project.

SWPC invites pre-qualified developers and consortia, who are recipients of this RFP to submit
their Proposals for Jazan SSTP. This RFP contains details of the bid process as conducted by
SWPC to enable private sector developers to undertake the Project.

The RFP contains the following sections:

- Part I: Instructions to Bidders (the “ITB”) – this document – which provides an overview
of the Bid process and the associated documentation;

- Part II: Technical Specifications – Part II (a), SSTP, and (b), CN;

- Part III: Drawings and Diagrams;

- Part IV: Form Sheets; and

- Part V: Draft Project Agreements.

The Bidder is invited to submit its Bid in accordance with Section 8 (Preparation and Delivery of
the Bid) of this Part I (Instructions to Bidders) of the RFP by no later than the Bid Submission
Date.

1.2 Project Overview

The Project is spread across the Jazan region in the Kingdom of Saudi Arabia. The Project will
consist of the development, design, financing, engineering, procurement, construction,
commissioning, completion, testing, ownership, operation, maintenance, insurance and transfer
of 12 Sewage Treatment Plants (SSTPs) and associated facilities at these locations and the

35
 RFP: Part I : Instruction to Bidders

development, design, financing, engineering, procurement, construction, commissioning,

completion, testing and transfer of the associated Collection Network for each of these SSTPs.
Associated facilities at the Plants include the Tanker Discharge Facilities, TSE Outfall Delivery
Facilities and Pipelines, TSE Re-Use Connection Points, Influent Delivery Point and Lifting
Stations.

The RFP also includes the transportation and delivery of beneficial sludge to a designated
landfill to be used for disposal of the residual sludge from the treatment processes.

SWPC estimates that the 12 Plants together will have a total treatment capacity of up to 74,700
m3/d. The SSTP treatment capacities and the length of associated Collection Network, are
provided below in Table 1:

Table 1 - Relative capacities and Collection Network length for the 12 SSTPs in Jazan

SSTP Capacity Collection Network

# SSTP Name
(m3/ day) Length (km)
1 Al Khadra 3,350 61
2 Al Aliyah 6,500 125
3 Al Iedabi 5,250 102
4 Damad 11,250 183
5 Samitah 15,000 -
6 Al Hakou 2,900 76
7 Al Darb 7,800 229
8 Al Shqaiq 8,500 152
9 Al Musharrif 2,500 94
10 Al Fatiha 1,800 80
11 Al Rayth 3,700 145
12 Al Aridah 6,150 102
# Total 74,700 1,348*

* Total may differ due to rounding

The Plants will be structured as standalone Small Sewage Treatment Plants (SSTPs) and will
be developed on a BOOT basis by a Company to be 100% owned by the Successful Bidder.
The Collection Network will be developed under Design-Build-Finance-Transfer (DBFT) basis
and will be transferred to NWC after construction by the Company. The Company will be owned
by the Successful Bidder and will be incorporated and registered in KSA as a closed JSC or

36
 RFP: Part I : Instruction to Bidders

LLC. No investment from any Government entity in the Company is being specified or offered as
part of this RFP.

Construction of the Plants and associated facilities as well as the Collection Network is
scheduled to begin no later than 30 June 2024 with PCOD expected to be achieved no later
than 9 July 2028.

Table 2 - Sub-Cluster Commercial Operation Date

Scheduled Collection
SCCOD Proposed
# Collection Network Network Provisional
Dates
Acceptance Date
1 Al Khadra 1-Jan-27 1-Apr-27
2 Al Fatiha 1-Feb-27 1-May-27
3 Al Musharrif 1-Apr-27 1-Jul-27
4 Al Hakou 1-May-27 1-Aug-27
5 Al Idabi 1-Jul-27 1-Oct-27
6 Al Aliyah 1-Aug-27 1-Nov-27
7 Al Arida 1-Oct-27 1-Jan-28
8 Al Shqaiq 1-Nov-27 1-Feb-28
9 Samitah 1-Dec-27 1-Mar-28
10 Al Darb 1-Jan-28 1-Apr-28
11 Al Rayth 1-Feb-28 1-May-28
12 Damad 1-Apr-28 9-Jul-28

The Sub-cluster Commercial Operation Date (“SCCOD”) includes both SSTP and CN for each
sub-cluster. The Developer may propose SCCOD dates on or after the proposed dates in the
above table, but not before. The Developer shall schedule Collection Network Provisional
Acceptance Date three months prior to proposed SCCOD to provide time for NWC to make end
user connections to the CN. The Project Company shall hydraulically test the full Sub-cluster
CN satisfactorily (all sections shall be satisfactory tested and approved) for NWC approval.
NWC will endeavour to make end user connections available so that the Plant may be
commissioned on household influent, however SWPC reserves the option to commission the
Plants on tanker deliveries and the Project Company must be capable of reaching SCCOD
based on tanker deliveries. Odour testing can be performed after sewage availability in the CN
and shall be after the Collection Network Provisional Acceptance Date (3 months before
SCCOD). The Developer will be responsible for defects to the end of the defects liability period.

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 RFP: Part I : Instruction to Bidders

NWC will be responsible for operation from handover, and defects after expiry of the defects
liability period.

Following PCOD, the Company will be responsible for the receipt and treatment of influent and
the discharge or delivery of TSE in accordance and pursuant to the terms of the STCNIA. The
Company will be compensated for the treatment of influent by SWPC under a 25-year Sewage
Treatment and Collection Network Implementation Agreement (“STCNIA”). SWPC’s obligations
under the STCNIA will be supported by a credit support agreement (“SWPC Credit Support
Agreement”) entered into by the Ministry of Finance on behalf of the Government of KSA.

Section 1.4 (Technical Overview) of this Part I (Instructions to Bidders) and in particular Part II
(Technical Specifications) of the RFP provide a more detailed description of the Project,
including the Plant and associated facilities and the Collection Network (CN).

1.3 Additional Requests for Information

As detailed in Section 8.2, should the Bidder require additional information in relation to the
Project and/or the RFP, such request should be made in writing or by email to:

- Mr. Khaled bin Zwaid AlQureshi, Chief Executive Officer, Saudi Water Partnership
Company, 19th Floor, Moon Tower, King Fahad Branch Road, Ar Rahmaniyah, Riyadh
12341, Kingdom of Saudi Arabia, [email protected]

- Mr. Stefan Ritsch, Director, Deal Advisory, Infrastructure and Real Estate, KPMG
Professional Services, P.O. Box 92876, Riyadh 13413, Kingdom of Saudi Arabia, sa-
[email protected]

- Dr Amr Mohammed, Associate Director-Transaction Advisory, Jacobs, 8th Floor, Legend

Tower, 8092 King Fahd Road, Riyadh 12313 – 3735, Kingdom of Saudi Arabia, Jacobs-
[email protected]

- Amer Al Amr Law Firm - [email protected]

In due course, if SWPC requires additional information on the references submitted by the
Bidder, SWPC may request such information from the Bidder. Although no Bidder will have the
right to make an oral presentation to SWPC, SWPC reserves the right to request oral
presentations from the Bidder, if deemed appropriate.

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 RFP: Part I : Instruction to Bidders

1.4 Technical Overview

The Project shall comprise 12 greenfield SSTPs, located within the Jazan region (as indicated
above) in the Kingdom of Saudi Arabia. The Plants together will have a capacity to treat an
average daily influent of 74,700 m3/d (“Guaranteed Influent Treatment Capacity”).

Bidder to note that any technical studies provided to the Bidder by SWPC, as part of this RFP,
prior to the Bid Submission Date are for indicative purposes only. Bidders are required to
conduct their own due diligence for the purpose of preparing the Bids and undertaking the
Project.

1.4.1 Company’s Responsibility

Under the STCNIA, the Company will have the responsibility:

- to develop, design, finance, engineer, procure, construct, commission, complete, test,

own, insure, operate, maintain and transfer the Plants including auxiliaries and interfaces,
including but not limited to, the following:

o the Plants, including the Influent Lifting Stations, Tanker Discharge Facilities (to be
handed to NWC after testing and Commissioning) and TSE Re-Use (Connection Point/
Outfall Delivery Facilities) and associated infrastructure including all auxiliaries and
interfaces as described under Part II (a) -Technical Specifications of the RFP;

o the connection of Collection Network for each SSTP at the location at the Influent
Delivery Point;

o connection of the Outfall Delivery Facilities at the Outfall Delivery Point;

o Sludge handling, dewatering, drying and transporting the beneficial sludge to the
designated landfill/sludge storage site;

o the Company may also, at their own risk, install supplementary on-site power supply
(as detailed in Section 2.7) within the boundaries of the Site without impacting plant
operation philosophy to optimize its electricity supply and consumption.
Supplementary onsite power supply will be for the internal consumption of the Plant
only and does not relieve the Company from its obligation to provide back-up power
supply as required under the RFP; and

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 RFP: Part I : Instruction to Bidders

o procurement of all relevant permits and approvals, including environmental approval

and compliance, necessary for the construction and operation of the Plants. For the
sake of clarity, this shall include any licenses, permits or approvals required for the
construction and operation of on-site power generation.

- to develop, design, finance, engineer, procure, construct, commission, complete, test and
transfer the Collection Network to NWC at all locations within Jazan region, including but
not limited to, the following:

o the Collection Network (including the pumping stations, their power and lifting stations)
as described under Part II (b) - Technical Specifications of the RFP; and

o procurement of all relevant permits and approvals, including environmental approval

and compliance, necessary for the construction of the Collection Network and its
associated pump stations.

1.4.2 The Site

The STCNIA as included in Part V (Draft Project Agreements) of this RFP includes provisions
that require SWPC to grant Quiet Enjoyment of the Sites and Easement Land from the Closing
Date.

Bidders to note that site clearance of all 12 Sites and their preparation is the Company’s
responsibility.

The Sites are located in various parts of Jazan region. Maps showing the Sites are presented in
section 2.1 of this document and Part II (Technical Specifications) of the RFP. Land
arrangements for the Project are being finalised and the land for all Plants has been secured for
the Project. The Sites provide allowances for environmental buffer zones, etc.

The RFP outlines the area of each Site which will be available for the development of the 12
SSTPs. The area within the overall Site boundary at each Site and indicative interface points is
set out in layout drawings under Part III (Diagrams and Drawings) of the RFP. The Bidder must
respect the exact site dimensions set out for the Project. A Bid that assumes the use of land
beyond the boundaries of the Sites will be deemed technically non-compliant. Indicative TSE

40
 RFP: Part I : Instruction to Bidders

outfall and Collection Network (CN) conceptual layout drawings can be found in RFP Part III
(Diagrams and Drawings).

1.4.3 Capacity and Main Design Features

The Jazan SSTP Project involves the development of new sewage treatment facilities in 12
different locations within Jazan region with a cumulative ultimate average daily flow combined
capacity of 74,700 m3/d. Further, Collection Networks for conveyance of sewage to these new
sewage treatment facilities have to be constructed in the various catchment locations.

The main Plant features in all 12 locations are expected to include connection to influent mains,
inlet works & lifting pump station, treatment plant, pumping facilities, tanker discharge points (for
10 SSTP), TSE Re-use (where applicable) and SSTP outfall connections and discharge points,
connection to the grid and associated infrastructure, back-up power supply, by-pass
infrastructure, sludge dewatering, handling facility to achieve beneficial sludge requirements as
per RFP Part II (a) and transportation to the designated sludge storage area, chemical storage
and dosing facilities and appropriate odour and noise control, including all the associated
buildings, civil, structural, mechanical, electrical, control & instrumentation and automation
infrastructure and equipment. These main design features and applicable technical
specifications and standards are detailed further in Part II (a) - Technical Specifications of the
RFP.

Regarding influent characteristics, historical data of 6 existing STP in Jazan area are shown in
Appendix A: Raw wastewater analysis of sewage samples collected in Jazan*. This historical
data can be used as reference only not for design. More details about design influent
characteristics can be found in RFP Part II (a).

The main Collection Network features are expected to include pipelines, manholes / inspection /
connection chambers, pumping stations, lifting stations and odour control facilities including all
the associated buildings, civil, structural, mechanical, electrical supply, control and
instrumentation infrastructure. These main design features and applicable technical
specifications and standards are detailed further in Part II (b) - Technical Specifications of the
RFP.

The Project shall comprise, inter alia:

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 RFP: Part I : Instruction to Bidders

- the development, design, permitting, engineering, financing, procurement, construction,

commissioning, testing, completion, ownership, insurance, operation and maintenance
and transfer of greenfield SSTPs at 12 locations, including the Influent Lifting Station,
Tanker Discharge Point (will be handed to NWC after testing and commissioning), and the
TSE Re-Use (where applicable) / Outfall Delivery Facilities. The cumulative treatment
capacity of the SSTPs shall be the Guaranteed Influent Treatment Capacity, i.e., 74,700
m3/d;

- the development, design, permitting, engineering, financing, procurement, construction,

commissioning, testing, completion and transfer of associated Collection Network at
various catchment locations including pipelines, manholes / inspection / connection
chambers, pumping stations, lifting stations for conveying sewage to the SSTPs;

- The primary power supply shall be from grid in coordination between the Company and
SEC, however the Company shall provide continuous power supply from fuel-powered
generators with sufficient redundancy to power the entire Plant. The scope of the
Company’s responsibility shall include the development of on-site power supply and
electrical infrastructure (such as a dedicated substation, cabling and switchgear) and the
connection to the power grid, when it becomes available. Further details about electrical
supply are shown in Part II - Technical Specifications of the RFP; and

- In addition, the Company shall be responsible for the procurement of all relevant permits
and approvals necessary for the construction of the Collection Network, pump stations
and lift stations. In addition, the Company shall be responsible for the procurement of all
relevant permits and approvals necessary for the construction and operation of the Plant
and TSE outfall. For the sake of clarity, this shall include any licenses, permits or approvals
required for the construction and operation of on-site power generation.

The Technical Specifications provide a more detailed description of the Project, including the
Plants, Collection Network and its associated pump stations and all auxiliaries, interfaces and
associated facilities. The SEC specifications shall be followed by the Company for the electrical
work.

The Bidder, in preparing its Bid, shall assume that:

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 RFP: Part I : Instruction to Bidders

- it is free to design the Plants, Collection Network and its associated Influent
Lifting/pumping Stations, as it deems appropriate, provided that it complies in all respects
with the Technical Specifications and the SEC specifications;

- all equipment shall be procured from highly reputable suppliers and Proven Technology.
Used equipment is not permitted;

- the design, manufacture and configuration of the Plants shall be done in such a manner
so as to exhibit high efficiency, availability and reliability with minimum wastewater
treatment costs, including power consumption, so the Plants shall be suitable in every
respect for continuous operation at maximum treatment capacity under the climatic
conditions particular to the Site;

- greater care should be taken in design and sourcing of components for the Collection
Network and its associated pump stations since it will be handed over to NWC for
operation after its construction and testing as per specifications (as set out in Part 2 of this
RFP);

- the Plants shall be optimised to offer the least cost wastewater treatment taking into
consideration the design and operational requirements, including sludge dewatering and
handling facilities, and meeting the TSE quality requirements provided in Technical Form
Sheet C Sections 10 – 23, as specified in the RFP; and

- no alteration to the proposed Site plans for any of the 12 Sites will be permitted.

The Bidder is strongly encouraged to ensure that the final construction milestone date is
planned well before the Scheduled PCOD to allow for commissioning of the Plants.

SWPC’s payment obligation under the STCNIA will only commence upon completion of the
performance and reliability testing, detailed in Appendix 5 (Acceptance Tests and Procedures)
of the STCNIA, and achievement of PCOD or SCCOD, as applicable. However, the Bidders are
not allowed to assume any pre-SCCOD revenues in the Bidder’s Model.

1.4.4 Power Supply

The Company will be responsible for securing the electricity supply it requires for the
development and operation of the individual Plants and associated Collection Network across

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 RFP: Part I : Instruction to Bidders

12 different locations, and pump stations which form part of the Project, through agreements
with the Distribution Service Provider (SEC).

Power supply during construction and commissioning and adequate redundancy and back-up
power supply during operation of the Plants will be the responsibility of the Company.

Company may also, at their own risk, install supplementary on-site power supply within the
boundaries of the Site (as set out in Section 2.7), without impacting the plant operation
philosophy, to optimize its electricity supply and consumption.

The use of alternative power sources to optimize the electricity consumption does not relieve
the Company from its obligation to provide back-up power supply as required under the RFP.

The power required to feed the Plants and the pump stations / lift stations of the Collection
Network shall be defined by the Company. Further details about electrical supply are provided in
Part II (Technical Specifications) of the RFP.

The Company may also at its discretion install batteries or accumulators for solar PV electricity
storage to be used in peak demand periods, but it is not allowed to export electricity from the
Sites. Supplementary on-site generated power from solar photovoltaic installation or other
means (i.e., excluding the back-up power supply) shall be maximized based on the available
area in each SSTP site. Bidders shall submit detailed proposals of such infrastructure, if
relevant, as required under Part II (Technical Specifications) of the RFP. Additional emergency
power supply source such as diesel generators shall be provided.

1.4.5 Environmental Matters

The Project will be required to be developed, constructed and operated in accordance with the
environmental protection regulations and stipulations of the Kingdom of Saudi Arabia (such as
NCEC) and within the latest relevant World Bank & IFC Performance Standards as well as the
Equator Principles.

The Company will be responsible for conducting the necessary investigations, surveys, studies
and ESIA and obtaining the necessary environmental permits to develop and operate the
Project. To the extent there is more than one regulation or stipulation affecting a particular

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 RFP: Part I : Instruction to Bidders

matter, the more stringent regulation or stipulation shall apply, but only to the extent that these
regulations or stipulations are not in conflict with Saudi Arabian legislative requirements.

Bidder to note that any technical studies (including EBSA) provided to the Bidder by SWPC, as
part of this RFP are for indicative purposes only. Bidders are required to conduct their own due
diligence for the purpose of preparing the Bids and undertaking the Project.

1.5 Contractual Structure

1.5.1 Company Legal Form

In the Project, the SSTPs will be developed on a BOOT basis and the Collection Network on a
DBFT basis by a Company and the Company will be 100% owned by the Successful Bidder.
The Successful Bidder will be required to invest in the equity of the Company, either directly or
indirectly.

It is the responsibility of the Successful Bidder to incorporate the Company under the laws of
KSA, either as a closed JSC or an LLC. In submitting its Bid, the Bidder acknowledges that the
responsibility of incorporating the Company solely rests with the Successful Bidder, and as such
the Successful Bidder must diligently advance all such efforts to ensure there is no delay to the
timetable as a result of setting up its Company. The dates in the Implementation Schedule will
not be adjusted to the extent the Successful Bidder is delayed for any reason(s) whatsoever in
incorporating its Company. In the event that the Successful Bidder decides to incorporate the
Company as a JSC, their attention is drawn to the likely timeline for such incorporation where
international shareholders are involved.

It is a firm requirement of SWPC that the Lead Member retain at least 35% of the share capital
of the Company for a period of at least five (5) years after the achievement of the PCOD. At all
times prior to the fifth anniversary of PCOD the Lead Member shall retain Control of the
Company and continue to have the largest percentage ownership of the Company. The equity
lock-up provisions are set out in the Draft Project Agreements. Failure to meet the equity lock up
provisions may constitute a Company event of default under the STCNIA.

1.5.2 Key Commercial Project Agreements

The Company will enter into the following contractual agreements:

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 RFP: Part I : Instruction to Bidders

Table 3 - Project Agreements

Agreement Parties

Sewage Treatment and Collection Network

Company and SWPC
Implementation Agreement (“STCNIA”)

Collection Network Implementation and

Company and NWC
Sewage Interconnection Agreement (“CNISIA”)

Successful Bidder (not their investment vehicles)

Project Development Agreement (“PDA”)
and SWPC

SWPC Credit Support Agreement Company and Ministry of Finance

EPC Contract (“EPC Contract”) Company and EPC Contractor

O&M Contract (“O&M Contract”) Company and O&M Contractor

CNISIA Direct Agreement Financing Parties, Company and NWC

STCNIA Direct Agreement Financing Parties, Company and SWPC

The principal agreement under which the Project will be implemented is the STCNIA. Tenure to
the Sites, including all necessary easements, will be provided by SWPC under the STCNIA, for
the term of the STCNIA.

The Company will enter into agreements required in relation to the financing of the Project. If
necessary, SWPC is willing to enter into a direct agreement with the Financing Parties in
relation to the STCNIA and procure that NWC is willing to enter into direct agreements with the
Financing Parties in relation to the CNISIA as is customary for similar financings in KSA.

The Company will be responsible for entering into agreements with SEC for connection to the
distribution system and the supply of electricity. The EPC contractor is required to be contracted
under a lump-sum, fixed date turnkey EPC Contract with the Company, which as a minimum
incorporates the terms set out in Section 3.2.5 (EPC Contract: Key Terms) of this Part I
(Instructions to Bidders) of the RFP.

The Company shall contract with a suitably qualified O&M Contractor under a comprehensive
O&M Contract for the long-term maintenance of the Plants which must incorporate as a
minimum the requirements set out in Section 3.2.7 (O&M: Key Terms) of this Part I (Instructions
to Bidders) of the RFP.

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 RFP: Part I : Instruction to Bidders

A summary of the key terms of the STCNIA and other Draft Project Agreements, as well as key
terms which are to be incorporated into the signed term sheets for the EPC Contract and the
O&M Contract are outlined in Section 3.2.5 (EPC Contract: Key Terms) and Section 3.2.7
(O&M: Key Terms) respectively of this Part I (Instructions to Bidders) of the RFP.

Full drafts of the STCNIA, CNISIA, PDA, SWPC Credit Support Agreement, STCNIA Direct
Agreement and CNISIA Direct Agreement are provided as Part V (Draft Project Agreements) of
the RFP.

1.6 Project Parties

Within the Project’s contractual structure, the following Saudi Arabian entities will be involved
(either directly or indirectly):

1.6.1 SWPC

SWPC is a single-member limited liability company (SMLLC) formed in 2003. Pursuant to

Council of Ministers Resolution 494 dated 5/8/1438H (corresponding to 2 May 2017G)
ownership of SWPC was transferred to the Ministry of Finance. SWPC will offtake the treatment
capacity and output from the SSTPs in the Project and will enter into an STCNIA with the
Company.

1.6.2 Supervisory Committee

The Supervisory Committee, under Council of Ministers Resolution No. 55 dated 20/01/1442 H
(corresponding to 08 September 2020) (COM 55), is the approving authority for certain matters
related to the Project, including in relation to tendering and awarding projects. The Supervisory
Committee has approved the tendering of the Project and will provide approval for the awarding
and contracting of the Project.

1.6.3 National Center for Privatization

The National Center for Privatization & PPP (“NCP”) will be responsible for certain matters
related to the Project under COM 55. Further, NCP has approved the use of arbitration and
English language under Council of Ministers Resolution No. 436 dated 03/08/1441 AH
(corresponding to 17/03/2021).

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 RFP: Part I : Instruction to Bidders

1.6.4 Ministry of Finance

MoF will enter into a credit support agreement on behalf of the Government with the Company
under which it will guarantee to pay amounts payable by SWPC in accordance with the STCNIA
a draft of which is included in Part V (Draft Project Agreements) of the RFP.

1.6.5 MEWA

Pursuant to the Water Law promulgated by Royal Decree No. (A/133) dated 30/07/1437H,
MEWA is the regulator for the water sector industry in Saudi Arabia for an interim period. In
accordance with the Water Law, MEWA monitors the performance of service providers within
the regulatory framework in order to guarantee the provision of safe, reliable, reasonably priced
and efficient electric power and desalinated water to the consumers of Saudi Arabia.
Accordingly, it should be noted by Bidders that the Project Company will need to apply to
MEWA for a license to implement the Project.

1.6.6 NCEC

The National Center for Environmental Compliance is the regulatory authority for environment in
the country and is responsible for approving the ESIA studies and oversight of sewage
treatment facilities.

The TSE effluent from the SSTPs developed as part of this Project will have to comply with
applicable NCEC environmental standards and the SSTPs will have to be designed taking this
into consideration.

1.6.7 NWC

NWC is a joint stock company incorporated under the laws of KSA and registered in the
Commercial Register of the City of Riyadh under Commercial Registration No. 1010247322.

NWC shall provide interconnection services to permit the Company to connect the SSTPs to
NWC’s existing, under construction networks, tanker discharge stations, influent and TSE
transmission networks (if applicable) and shall enter into a CNISIA with the Company. Further,
for the Collection Network it is envisaged that NWC will be involved in design approvals during
construction and will be involved in testing and commissioning procedures before handover to
NWC.

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 RFP: Part I : Instruction to Bidders

1.6.8 SEC

SEC is a joint stock company incorporated under the laws of Saudi Arabia. SEC is the current
distribution service provider under the Distribution Code and the likely party with whom the
Company will have to enter into agreements for the right to connect to the distribution system
and be supplied with electricity.

Entering into such connection and supply agreements with SEC will be the sole responsibility of
the Company subject only to the specific relief that will be set out in the STCNIA in the event of
any disruption to the connection or the supply of electricity following transfer of the electrical
facilities to the distribution service provider.

1.7 Financing Structure

The Bidder should outline in detail the Total Project Costs in Commercial Form Sheet E 1.2
(Consolidated Project and O&M budget - SSTPs and CN) along with the sub-section sheets
1.2.1 to 1.2.4 of Part IV (Form Sheets) of the RFP. The Company is required to finance the
Total Project Costs and to achieve Financial Close by the Scheduled Closing Date.

SWPC requires the Company to secure funding for the Total Project Costs from one or more of
the potential sources including:

- Conventional and Islamic bank financing from local, regional and international commercial
banks;

- Conventional and Islamic financing from local, regional and international multilateral
development banks;

- Conventional and Islamic bank financing from local, regional and international institutional
investors and infrastructure funds1;

1
Where the Bid includes debt from institutional investors and/or infrastructure funds, Bidder should provide confirmation that such
financier has the relevant mandate/approvals/license to provide lending either directly or through its affiliates. Bidder should also
provide references that demonstrate the proposed institutional investors and/or infrastructure funds have sufficient experience
lending to similar projects and achieving successful financial close of those projects either directly or through their affiliates, as
proposed.

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 RFP: Part I : Instruction to Bidders

- ECA financing including direct loans and facilities guaranteed by local government
agencies; and

- Equity contributions, including Equity Bridge Loans.

Alternative financing structures and sources of funding for the Total Project Costs are not
acceptable to SWPC and may be ruled materially non-compliant. The responsibility for raising
debt facilities and carrying out all such discussions and negotiations with providers of such
facilities lie solely with the Successful Bidder. Debt raised in connection with the Project shall be
without recourse to SWPC in any circumstances.

SWPC recognises that the Successful Bidder is required to raise limited or non-recourse
financing in relation to the Project and that Financing Parties may expect to be afforded certain
rights in relation to such financing. Accordingly, SWPC is willing to enter into a direct agreement
with the Financing Parties in relation to the STCNIA and procure that NWC is willing to enter
into direct agreements with the Financing Parties in relation to the CNISIA, as is customary for
similar financings in KSA. A draft of the direct agreements in relation to the STCNIA and CNISIA
are included in Part V (Draft Agreements) of this RFP. The Successful Bidder will be solely
responsible for the initiation, negotiation and execution of any other direct agreements apart
from those relating to the STCNIA and CNISIA.

The Bidder is required to submit with its Bid clear evidence of Committed Funding, as detailed in
Section 4 (Financing Structure) of this Part I (Instructions to Bidders) of the RFP. The
implementation of the Project Agreements will not be subject to any conditions, including as to
the financing of the Project.

Further details of SWPC’s requirements in respect of the financing of the Total Project Costs are
provided in Section 4 (Financing Structure) of this Part I (Instructions to Bidders) of the RFP.

1.8 Payment Structure

The payment structure will comprise of a Service Payment designed to cover the Company’s
debt service, return on equity, taxes/duties, fixed and variable O&M costs including the
electricity supply costs for the SSTPs. Further, the payment structure will also comprise of a CN
Annuity designed to cover the Company’s debt service, return on equity, taxes/duties for the
Collection Network.

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 RFP: Part I : Instruction to Bidders

For the SSTPs, the payment structure is divided into three parts:

- Capacity Payments, in respect of the Dependable Treatment Capacity that are intended
to cover the Company’s debt service, return on equity, taxes and duties and fixed O&M
costs. This payment would be subject to deductions for plant unavailability, influent bypass
and inability to meet the required quality standards as per Appendix 8 (Calculation of
Payments) of the STCNIA;

- Output Payments, in respect of Plant output, which are variable payments payable that
are intended to cover variable O&M costs and electricity supply costs incurred by the
Company in the treatment process; and

- Supplemental Payments, which comprise variable payments to cover back up electricity

costs and the Licence Fee payable in respect of the Service Provider Licence.

For the Collection Network, there will be an annual payment (CN Annuity) free of any
deductions that is intended to cover the Company’s debt service, return on equity, taxes and
duties for the Collection Network.

After PCOD, the CN Annuity will continue to be paid until the end of the term of the STCNIA. It
will be paid free from any deductions and obligations, backed by the MoF guarantee, and will
survive termination unadjusted. It is SWPC’s intention that the CN asset can thereby be readily
refinanced and the CN Annuity revenue stream divested. It is expected that this will also result
in improved financing terms and pricing.

The payment structure is fixed during the Term of the STCNIA and shall only be indexed, where
applicable, as set out in Appendix 8 (Calculation of Payments) of the STCNIA.

The Service Payment for SSTPs will be subject to further deductions for environmental
breaches covering required TSE quality, noise, odour and sludge, as well as by-products non-
compliance and also for discharging of influent without treatment during “normal flow”
specification influent conditions.

Bidder to note that the Company will not receive any additional payments in relation to the
beneficial sludge dispatched from the Project. As such, the Bidder’s Model shall not consider
any revenues from beneficial sludge.

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 RFP: Part I : Instruction to Bidders

For the avoidance of doubt, no Output Payment will be made in respect of consumption of
energy from the on-site power solution. Capital and operating costs for such solutions may be
recouped through the Capital Cost Payment and Fixed O&M Payment, respectively, of the
Capacity Payment.

Further detail on the payment structure and applicable indexation is given below in Section 6
(Payment Structure) of this Part I (Instructions to Bidders) of the RFP.

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 RFP: Part I : Instruction to Bidders

1.9 Project Timetable

The timetable is based on the requirement to achieve PCOD by 9 July 2028. In order to achieve
this objective, the Project timeline is as follows:

02 May 23 RFP Issue

9 Jul 23 Date for pre-bid meeting

10-13 Jul 23 Provisional dates for Site visit

27 Jul 23 Last date for submission of Bidder’s Letter of Intention

Technical Qualification submission for RFQ TQR-4
31 Aug 23
Criteria
28 Sep 23 Notice of Technical Qualification
01 Oct 23 Last date for submission of clarifications by Bidders
26 Oct 23 Bid Submission Date

25 Jan 24 Appointment of Shortlisted Bidders

28 Mar 24 Execution of Project Agreements

27 Jun 24 Financial Closing

30 Jun 24 Construction Start Date
9 Jul 28 Scheduled Project Commercial Operation Date

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 RFP: Part I : Instruction to Bidders

2 Technical Structure

2.1 Technical Project Background

In line with the projected population growth of the Jazan cluster, the Project involves the
development of 12 SSTPs and approximately 1,348 km of CNs located across the Jazan region,
with the purpose of serving the growing population, new developments and to protect the
environment and public health.

The Project will treat sewage delivered from various areas within the Jazan region. Once
completed, the Plants will have a combined capacity to treat an average daily influent of 74,700
m3/day to serve mostly existing and future residential areas.

Jazan is the second smallest region in the Kingdom of Saudi Arabia with an area of 11,671 sq.
km and the Jazan cluster corresponds to this region. Bordering the country of Yemen (which is
on the southern side) and the Red Sea (which is on its west), the region also comprises multiple
islands in the Red Sea.

Figure 1 - Location of Jazan Cluster

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 RFP: Part I : Instruction to Bidders

Figure 2 - Spatial dispersion of SSTPs in Jazan Cluster

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 RFP: Part I : Instruction to Bidders

2.2 Project Description

2.2.1 Description of the Existing Situation

2.2.1.1. Site Conditions

2.2.1.1.1. Topography and Soil Conditions

The topography of Jazan varies from coastal region in the west to mountains further inland. The
topography and soil investigation data will be provided to the Bidders as part of the RFP Part II.
In addition, indicative geological data will be provided to the bidders, but the bidders will be
responsible for undertaking their own geological investigation. The topographical data is only
indicative and topographical surveys for each network and Plant shall be undertaken by the
Company prior to completion of the detailed design.

2.2.1.1.2. Climate Conditions

Jazan is considered to have a desert climate. During most of the year, there is low rainfall in
Jazan. The average temperature in Jazan is 30.1°C. The rainfall takes place mostly between
November and May.

The average humidity in Jazan typically ranges from 60% in July to 73% in December.

Table 4, below, provides an indication of average temperature and rainfall during a typical year
(also refer to https://ncm.gov.sa/ for the most up to date climatic conditions).

Table 4 - Average temperature & rainfall for Jazan city

Typical temperature and rainfall at Jazan city

Months Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Historical Record High
34 34.9 38 41 44 42.7 42.3 45.3 46.3 43 34.4 31.9
Temperature (°C)

Historical Average
30.8 31.2 33 35.5 37.4 38.4 38.3 38.1 38 36.7 34.4 31.9
High Temperature (°C)

Historical Average Low

14.9 11.8 16.3 18.8 19.1 23 21 19 20 20.3 18.3 17
Temperature (°C)

Historical Average
13.4 3.7 5.7 14.6 7.4 0.9 10.5 26.2 10.1 18.5 12.8 15.9
Rainfall (mm)

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 RFP: Part I : Instruction to Bidders

2.2.1.1.3. Land Rights & Access of the Proposed Site

Land rights for each of the SSTP Sites have been secured by NWC or the relevant municipality.

Some of the Sites have adjacent public access roads. It is the responsibility of the Company to
construct the access roads to the sites. NWC will support the Project Company in securing the
approval of road corridors by supporting Project Company applications and coordinating with
the relevant stakeholders.

Following PCOD, the Company will sell its output to SWPC under a 25-year Sewage Treatment
and Collection Network Implementation Agreement (STCNIA). The Collection Network and its
associated pump stations will be handed over to National Water Company (NWC) after
construction. SWPC’s obligations under the STCNIA will be supported by a credit support
agreement entered into by the Ministry of Finance of KSA on behalf of the Government of KSA.
The overall site allocated to cover the 12 Jazan SSTPs with approximate boundary corner
coordinates are as follows:

Table 5 - Jazan SSTP site coordinates

Capacity
Governorate Location Eastern Northern
(m3/day)
Abu Arish Khadra E265369.334 N 1885055.400 3,350
E 265606.878 N 1885238.187
E 265663.568 N 1884847.707
E 265593.432 N 1884799.219
E 265514.132 N 1884756.621
E 265409.713 N 1884708.362
Sabia Al Aliyah E 238780.5727 N 1913293.561 6,500
E 239079.9582 N 1913312.753
E 239099.1501 N 1913013.367
E 238799.7646 N 1912994.175
Al Iedabi Al Iedabi E 275720.523 N 1905713.935 5,250
E 275716.681 N 1905719.871
E 275335.329 N 1905801.5485
E 275329.393 N 1905797.706
E 275292.00 N 1905628.00
E 275685.00 N 1905547.00
Damad Damad E 266072.8964 N 1901398.4735 11,250

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 RFP: Part I : Instruction to Bidders

E 266527.804 N 1901605.9802
E 266664.7585 N 1901305.7412
E 266209.8509 N 1901098.2344
Samitah Samitah E 276416.00 N 1827655.00 15,000
E 276245.00 N 1827624.00
E 276305.00 N 1827329.00
E 276473.00 N 1827361.00
Bish Al Hakou E 251901.3606 N 1937779.248 2,900
E 251690.5309 N 1937565.821
E 251903.9574 N 1937354.992
E 252114.787 N 1937568.418
Al Darb Al Darb E 201892.00 N 1970204.00 7,800
E 202179.00 N 1970119.00
E 202093.00 N 1969831.00
E 201805.00 N 1969916.00
Al Darb Al Shqaiq E 814046.30 N 1965142.88
E 813923.98 N 1964868.76 8,500
E 814418.04 N 1964994.89
E 814409.31 N 1964875.86
E 814341.99 N 1964702.31
Haroub Al Musharrif E 269649.00 N 1921153.00 2,500
E 269649.00 N 1920753.00
E 269249.00 N 1920753.00
E 269249.00 N 1921153.00
Bish Al Fatiha E 238242.00 N 1936307.00 1,800
E 238323.00 N 1936366.00
E 238403.00 N 1936215.00
E 238335.00 N 1936166.00
Al Rayth Al Rayth E 261107.75 N 1952026.32 3,700
E 261433.54 N 1951920.27
E 261412.78 N 1951693.13
E 261336.57 N 1951771.11
E 261201.3483 N 1951606.425
Al Aridah Al Aridah E 283133.00 N 1882817.00 6,150
E 283556.00 N 1882970.00
E 283672.00 N 1882650.00
E 283249.00 N 1882497.00

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 RFP: Part I : Instruction to Bidders

2.2.1.1.4. Existing System Description

There is a limited collection network in most communities in Jazan. Additionally, there are
limited numbers of sewage treatment plants serving these communities. Data from masterplan
studies of Jazan area which were carried out by NWC have been used where available.
Currently, most of these villages are using septic tanks and wastewater collected by tankers to
discharge the wastewater to the nearest sewage treatment plant. Further details about STP
capacities and CN lengths are shown in Section 1.2 above.

2.2.2 Description of the Jazan SSTPs

SWPC is proposing SSTPs within the Jazan Cluster that will involve the development of new
sewage treatment facilities at 12 locations with a total ultimate average daily capacity of up to
74,700 m3/day.

The estimated Peak factors shall be based on the Babbitt Formula (as per latest version of the
MEWA national master plan guideline) as set out in the table below and RFP Part II.

Table 6 - SSTPs and assumed flow

Design Peak
Flow rate
Governorate STP NAME Babbitt PF Hourly Flow
(m3/d)
Rate (m3/hr)
Abu Arish Al Khadra 3,350 2.7 374.1
Sabia Al Aliyah 6,500 2.3 618.0
Al Iedabi Al Iedabi 5,250 2.5 551.0
Damad Damad 11,250 2.2 1,020.2
Samitah Samitah 15,000 1.9 1,217.5
Bish Al Hakou 2,900 2.9 345.2
Al Darb Al Darb 7,800 2.4 764.3
Al Darb Al Shqaiq 8,500 2.4 860.9
Haroub Al Musharrif 2,500 2.6 267.3
Bish Al Fatiha 1,800 3.2 240.4
Al Rayth Al Rayth 3,700 2.8 438.8
Al Aridah Al Aridah 6,150 2.9 753.9

The main Plant features are expected to include:

- Connection to influent mains point;

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 RFP: Part I : Instruction to Bidders

- Inlet works and lifting/pump station;

- Raw sewage Tanker Discharge Facilities;

- Sewage Treatment plant (Primary, Secondary, Tertiary);

- Disinfection;

- TSE Pumping facilities;

- Provision for future TSE Re-use Connection Points;

- TSE Outfall Delivery Facilities (pipelines);

- SSTPs emergency outfall discharge line (by-pass);

- Chemical storage and handling facility;

- Primary and Back-up power supply;

- Beneficial Sludge treatment facilities; and 3 days of sludge storage area within the Plant
boundary; and

- Appropriate odour and noise control.

The above will include all the associated buildings, civil, structural, mechanical, electrical,
instrumentation and control, and automation infrastructure and equipment. These main design
features and applicable technical specifications and standards are detailed further in Part II (a) -
Technical Specifications of the RFP document. The specifications and standards set out in Part
II (a) of the RFP include the following.

- Technical description of the scope of works;

- Technical data & design basis;

- Infrastructure & utility interfaces;

- SWPC’s minimal technical requirements;

- Performance specifications, compliance monitoring & testing procedures;

- Functional technical specifications & standards;

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 RFP: Part I : Instruction to Bidders

- Management, Operation & Maintenance requirements;

- Environmental requirements;

- Health & Safety requirements;

- Metering & Monitoring requirements; and

- Inspection, start-up, testing & commissioning requirements.

The Bidder should submit all technical information and data as required and outlined in the Bid
Forms (Part IV of the RFP Form Sheets C Section 10 – 23) and requested documentation and
should supplement such technical information and data with additional descriptions,
explanations, drawings and all other information necessary to give SWPC a clear understanding
of its Bid.

The Bidder is required to guarantee (as set out in the Form Sheets) the achievement of the
performance and functional criteria specified in the General Technical Specifications and to
perform its own due diligence in terms of proposed design parameters, on-site conditions and
required regulatory and stakeholder requirements.

2.3 Engineering, Procurement and Construction

2.3.1 EPC Contractor

The Bidder shall, prior to the Bid Submission Date, appoint an experienced EPC contractor for
the engineering, procurement and construction of the Plants (“EPC Contractor”) that has
sufficient experience in engineering, procurement, and construction of Sewage Treatment
Plants and Collection Networks.

The EPC Contractor may either be a single contractor or a consortium of contractors which is
jointly and severally liable for the obligations under the EPC Contract and may be the Bidder or
a Consortium Member, or an Affiliate of such member. In such case, the Bidder must appoint
separate and different teams at EPC Contractor's level and at Company's level. Team members
representing interests of the Company and of the EPC Contractor at the same time are not
allowed. The EPC Contractor or its consortium members shall be fully incorporated and in
existence at Bid Submission Date.

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The EPC Contractor is required to implement its duties under a lump sum, fixed price, turnkey
EPC Contract incorporating liquidated damages provisions and other remedies intended to
compensate the Company for delays and deviations from the terms of the EPC Contract.

The EPC Contractor shall use Good Utility Practice in preparing the design, engineering,
procurement and construction of the Project and fully comply with the Technical Specifications.

The Bidder should ensure that its arrangements with the EPC Contractor are made on an
exclusive basis and the EPC Contractor or its consortium members should not support any
other Bidder. The Bidder, however, must release its EPC Contractor from any such exclusivity
requirement, upon the written request of SWPC.

The Bidder shall ensure that all the data provided in the Bid is consistent with the terms and
conditions in the EPC Term Sheet and the draft EPC Contract.

The EPC price shall be in USD and/or in SAR.

2.3.2 Eligibility and Qualification Criteria for the EPC Contractor

The EPC Contractor must satisfy the references detailed in RFQ document either collectively as
a consortium including via the use of a Nominated Subcontractor or individually as consortium
members. The Bidder must propose an EPC Contractor that can demonstrate, to the
satisfaction of SWPC with the required experience as set out in detail in the RFQ.

Required Bid Information & Responsibilities are as follows:

For Small Sewage Treatment Plants (SSTPs), the contractor should meet the following criteria:

- eligible project references which have achieved commercial operation within the last
fifteen (15) years;

- have plant experience as follows:

o at least one (1) plant that has capacity equal to/ greater than 25,000 m3/d;

OR

o at least two (2) plants that each have capacity between 5,000 to 25,000 m3/d;

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- are in operation and which have been in commercial operation for at least two (2) years
from project commercial operation date;

- at least one (1) plant is located outside the home country of the contractor or in the
Kingdom of Saudi Arabia/other GCC countries; and

- For ISTPs project development references, the EPC contractor had a shareholding in the
project company, at the time of achieving project commercial operation date, of at least
20%.

Please note that eligible and contactable references will be required for projects used for
qualification

For Collection Network (CN), the contractor should meet the following criteria:

- eligible project references which have achieved commercial operation within the last
fifteen (15) years; in which:

o projects have a cumulative length of 75 km or greater in which at least one project has
a minimum length of 50 km;

OR

o two (2) projects each with a minimum length of 35 km;

- have constructed simultaneously two (2) or more sewerage/stormwater collection and/or

water distribution network;

- are in operation and which have been commercial operation for at least two (2) years from
project commercial operation date; and

- shall have a minimum net worth greater than USD 40 million, as demonstrated in the most
recent financial statements.

Please note that eligible and contactable references will be required for projects used for
qualification.

2.3.3 Required Bid Information & Responsibilities

The Bidder must provide as part of its Bid:

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- documentary evidence (in the form of a letter) supporting the eligibility of its EPC
Contractor (and major subcontractors including a Nominated Subcontractor) and its ability
to satisfactorily perform its duties with respect to the Project;

- a comprehensive and priced EPC Term Sheet signed and binding between the Bidder and
its EPC Contractor . As a minimum, the EPC Term Sheet shall contain the key terms set
out in section 3.2.5 (EPC Contract: Key Terms) and shall comply with the Technical
Specifications. The terms and conditions set out in the EPC Term Sheet shall remain valid
for a period of at least twelve (12) months commencing on the Bid Submission Date, and
this shall be confirmed in the EPC Term Sheet. Unpriced EPC Term Sheets (including
prices in square brackets), or term sheets indicating the intention to form or appoint an
EPC Contractor at a future date, or term sheets signed only by a developer without an
EPC Contractor signature, will be regarded as Material Non-Compliance and cause for
the failure to shortlist or possible disqualification of the Bid;

- a comprehensive draft EPC Contract which will form the basis for the EPC Contract to be
entered into between the Company and the EPC Contractor. As a minimum, the draft EPC
Contract shall contain the key terms set out in section 3.2.5 (EPC Contract: Key Terms)
and shall comply with the Technical Specifications;

- in the case that the EPC Contractor makes use of a Nominated Subcontractor to meet the
EPC eligibility and qualification criteria, a head of terms for the agreement between the
EPC Contractor and the Nominated Subcontractor signed by EPC Contractor and the
Nominated Subcontractor defining the scope of the Nominated Subcontractor. Bidder to
note that, in case the EPC Contractor makes use of a Nominated Subcontractor to meet
the EPC eligibility and qualification criteria, (i) the Bidder will be required to represent
under the PDA that the Nominated Subcontractor will be involved in the construction for
the SSTP and Collection Network STP based on the scope presented in the head of terms
and (ii) the Company will be required to represent under the STCNIA that the Nominated
Subcontractor will be involved in the construction for the SSTP and Collection Network
STP based on the scope presented in the head of terms;

- in the case that the EPC Contractor is a consortium (or a joint venture):

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o the EPC Contractor must submit, as part of the Bid, a consortium agreement signed
by each consortium member. Each EPC consortium member shall be jointly and
severally liable for the obligations under the EPC Contract, including any obligations
to incorporate a local entity at a future date;

o all EPC consortium members must sign the priced EPC Term Sheet and the EPC
consortium must provide the documents specified in Section 2.3.2 (Eligibility and
Qualification Criteria) of this Part I (Instructions to Bidders) of the RFP on Bid
Submission Date. Signatories to the EPC Term Sheet must submit the relevant power
of attorneys to demonstrate their authority to represent the relevant EPC consortium
members, and include the curriculum vitae demonstrating their working experience
inside the organization of the relevant consortium members of the EPC Contractor;

o the EPC Contractor must nominate the parent company(/ies) that will be providing
parent company guarantees. Such parent company(/ies) shall provide evidence
satisfactory to SWPC of (A) having sufficient financial standing to provide parent
company guarantees (to the Company), and (B) having sufficient references (either
itself and/or among its subsidiaries) to satisfy the requirements of this Section 2.3.3;

o a description of the organisation including an organisation chart indicating the

consortium structure and project management of the engineering works, site works
and inspection and testing programme among the various members of the EPC
Contractor and its nominated contractors, subcontractors and suppliers;

o a demonstration of its compliance with the Technical Specifications;

o a demonstration that all proposed components and systems are Proven Technologies
and are newly manufactured by reputable manufacturers;

o a demonstration of its use of Good Utility Practice in preparing the design, procurement
and construction of the Plant, based on international standards specified in the
Technical Specifications;

o a list of names, addresses, telephone numbers and email addresses as contact details
for contactable references to verify its scale of participation in at least one (1) sewage

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treatment project of production capacity of 25,000 m3/day or greater which has been
in operation for at least two (2) years;

o a completed Technical Form Sheet C Section 3, together with descriptions,

explanations and any other information required in the RFP and as may be necessary
to provide SWPC with sufficient information for SWPC to fully evaluate the Bid; and

o The Bidder should ensure that its arrangements with the EPC Contractor are made on
exclusive basis and the EPC Contractor or its consortium members (or their Affiliates)
should not support any other Bidder. The Bidder, however, must release its EPC
Contractor from any such exclusivity requirement, upon the written request of SWPC.

2.4 Proven Technology and Equipment

The Bidder must ensure that proposed equipment is newly manufactured by reputable
manufacturers and employs Proven Technology with sufficient operational history and must
provide appropriate references in this regard. The equipment must meet the requirements of
performance, reliability and availability specified in the Technical Specifications.

Suppliers must be capable of manufacturing and supplying all of the equipment required over
the specified construction and/or operating period, as appropriate, and have the financial
strength and ability to support all guarantees and warranties.

The Bidder shall provide documentary evidence supporting the eligibility of its suppliers
indicated in its Bid including past project references of suppliers providing similar capacity
equipment for wastewater treatment applications. The Bidder should also provide past project
references for relevant pipeline and Collection Network projects.

2.5 Operations and Maintenance

2.5.1 Provision of O&M services

- The O&M Contractor may not be the Company itself;

- The Company will be obliged to procure all operational facilities and services required for
the Project;

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- The Bidder shall, prior to the Bid Submission Date, appoint an experienced O&M
contractor for the operations, maintenance and repair of the Plant (“O&M Contractor”)
that has sufficient experience in operations, maintenance and repair of sewage treatment
plants;

- The O&M Contractor may be either a single contractor or a consortium of contractors and
must take single point responsibility for (and to the extent that the O&M Contractor is a
consortium, each consortium member must be jointly and severally liable to the Company
for the obligations under the O&M Contract). For the avoidance of doubt, the O&M
Contractor shall remain solely liable for the non-performance of any of its subcontractors;

- The O&M Contractor or its consortium members shall be fully incorporated and in
existence at Bid Submission Date;

- The provision of all O&M goods, services and maintenance, including all maintenance,
overhaul and repair services, must be based on an indexed fixed fee for 25 years from
PCOD. The indexation methodology is set out in Section 6.3 of this Part I (Instructions to
Bidders) of the RFP and shall follow the inflation indexes specified in Appendix 8
(Calculation of Payment) of the STCNIA;

- All equipment and materials used in the Plants are to be properly managed, operated and
maintained at the Company’s expense to ensure operational efficiency and reliability
under the prevailing conditions;

- The Bidder should ensure that its arrangements with the O&M Contractor are made on
exclusive basis and the O&M Contractor or its consortium members (or their Affiliates)
should not support any other Bidder. The Bidder, however, must release its O&M
Contractor from any such exclusivity requirement, upon the written request of SWPC;

- The O&M Contractor must monitor the Plant either from the control room inside the control
and administration building at the Site or from a remote control room from a center off-
site;

- The Bidder shall ensure that all the data provided is consistent with the terms and
conditions in the O&M Term Sheet. In particular, the O&M Term sheet must be priced;
and

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- The O&M fixed fee and variable fee shall be in USD and/or SAR.

2.5.2 Eligibility and Qualification Criteria for the O&M Contractor

The O&M Contractor must satisfy the references detailed in the section below either collectively
as a consortium or individually as consortium members. The Bidder must propose an O&M
Contractor that can demonstrate, to the satisfaction of SWPC, that it has successfully operated
and maintained:

- A Plant having achieved commercial operation within the last fifteen (15) years;

o at least one (1) plant having a capacity equal to/ greater than 25,000 m3/d;

OR

o two (2) plants each having a capacity between 5,000 to 25,000 m3/d;
- are in operation and which have been in commercial operation for at least two (2) years
from project commercial operation date and have been operated for at least two (2) years
by the O&M Contractor;

- at least one (1) Plant is located outside the home country of the O&M Contractor or in
KSA/other GCC countries;

- the O&M Contractor had a shareholding in the operations and maintenance company/
contractor, at the time of achieving project commercial operation date, of at least 20%;
and

- eligible and contactable reference will be required for projects used for qualification.

The Bidder must complete Technical Form Sheet C Section 5 and provide sufficient information
to enable SWPC to evaluate the qualifications, financial capabilities and experience of the O&M
Contractor.

The O&M Contractor key personnel must have proven long term experience in operating and
maintaining sewage treatment plants.

2.5.3 Required Bid Information

The Bidder must provide as part of its Bid:

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- documentary evidence (in the form of a letter) supporting the eligibility of its O&M
Contractor (and major subcontractors) and its ability to perform satisfactorily its duties with
respect to the Project;

- a comprehensive and priced O&M Term Sheet signed and binding between the Bidder
and the O&M Contractor. As a minimum, the O&M Term Sheet shall contain the key terms
set out in Section 3.2.7 (O&M: Key Terms) and shall comply with the Technical
Specifications. The terms and conditions set out in the O&M Term Sheet shall remain
valid for a period of at least twelve (12) months commencing on the Bid Submission Date,
and this shall be confirmed in the O&M Term Sheet;

- in the case that the O&M Contractor is a consortium (or joint venture):

o the O&M Contractor must submit a consortium agreement signed by each member of
the consortium under which each member is jointly and severally liable for the O&M
services to the Company (including any intention to form an SPV at a future date);

o all O&M consortium members must sign the O&M Term Sheet; and

o if the O&M Consortium members signing the consortium agreement intend to form a
new SPV, then each such member must be fully incorporated and in existence at Bid
Submission Date.

- in the case that the O&M Contractor nominates the parent company(/ies) to provide parent
company guarantee(s), such parent company(/ies) shall provide evidence satisfactory to
SWPC of (A) having sufficient financial standing to provide parent company guarantees
(to the Company), and (B) having sufficient references (either itself and/or among its
subsidiaries) to satisfy the requirements of this section;

- signatories to the O&M Contractor shall provide powers of attorney demonstrating their
authority to sign the O&M Term Sheets in their capacity as an O&M Contractor (or in their
capacities as members of the O&M consortium) (and not a developer on behalf of the
future O&M Contractor);

- detailed information to be provided by the Bidder with respect to the O&M services
(excluding labour and training arrangements) shall include, without limitation, the
following:

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o the financial terms of the O&M Contract, which shall be on a commercial, arm’s length
basis;

o the general O&M philosophy including an overview of the approach to be taken to the
management of spare parts and activities relating to the major inspection and overhaul
of equipment;

o provide details of the technical services agreement (if any);

o an overview of the approach to be taken to spare parts management and activities for
major inspection and overhaul of equipment such as:

▪ type of spare parts and replacement items to be stored at Site with a view to
achieving high plant availability;
▪ contracting of suppliers’ personnel for major inspections and overhaul of
equipment or performance of these activities with own maintenance crew; and
▪ details of the mechanism for payment.
- the schedule of O&M activities, including major overhauls;

- an organisational structure in the form of responsibility descriptions and an organisational

chart of personnel to be employed by, or seconded to the Company or O&M Contractor
(as applicable);

- a breakdown list of personnel to be employed by the O&M Contractor, or employees of

the Company seconded to the O&M Contractor, including the following details:

o number of shifts;

o proposed weekly shift schedule;

o number and qualification of shift personnel;

o number and qualification of administration personnel; and

o training programme for Saudi employees.

- a demonstration of its compliance with the Technical Specifications;

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- all relevant data forms and detailed information related to the operation and maintenance
of the Plants and ensure that all costs and technical data in the Technical Specifications
are consistent with Commercial Form Sheet E Section 1.2 (Consolidated Project and O&M
budget - SSTPs and CN) along with the sub-section sheets 1.2.1 to 1.2.4. The cost and
pricing structure of any technical services agreement(s) must be separately identified;

- a comprehensive list signed between the Bidder and the proposed O&M Contractor of
deviations (if any) between (i) the O&M term sheet agreed between the Bidder and the
O&M Contractor; and (ii) the key terms provided in Section 3.2.7; and

- ensure that all data provided is consistent with the terms and conditions in the signed O&M
term sheet.

2.6 Company's Engineer and SWPC’s Engineer

2.6.1 Company's Engineer

A Company's Engineer shall carry out, on behalf of the Company, certain activities including the
design review and supervision of construction, inspection, testing and commissioning of the
Plants and attendance up to the end of all warranty periods under the EPC Contract. In addition,
review for Collection Networks including design review and supervision of construction,
inspection, testing and commissioning shall be carried out by the Company’s Engineer.

The scope of the Company’s Engineer shall be provided along with the bid and any change in
scope shall be confirmed by SWPC during the execution stage. The Company's Engineer scope
shall include the following as a minimum.

a. Design review;

b. Site supervision during construction and shall include key resources for project and
schedule management, civil, MEICA (Mechanical, Electrical, Instrumentation, Control
and Automation) installation and commissioning. The Company's Engineer shall include
experienced resources to undertake the tasks;

c. Factory Acceptance Test (“FAT”) presence for the Company’s engineer shall be included
in the scope of works of the Company’s Engineer; and

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d. The Company's Engineer shall ensure that the risks during construction and
commissioning are identified and mitigated proactively.

The Company's Engineer, if required, will be appointed at execution of the STCNIA (or, latest at
the time of issue of any notice to proceed under the EPC Contract) by the Company at their
discretion and cost. The Company's Engineer must be a party that is independent from the
Shareholders, the EPC Contractor, the O&M Contractor and SWPC’s Engineer. The Bidder is
free, prior to the Effective Date, to use the services of any consulting engineering firm to assist it
in preparing its Bid and participating in clarifications and modifications of same. A Bidder’s use
of such firm would not, in itself, disqualify such firm from possible selection for appointment as
the Company's Engineer.

2.6.2 SWPC’s Engineer

SWPC intends to appoint an Engineer ("SWPC's Engineer") to oversee the construction

activities on-site and represent SWPC’s interests under the STCNIA and CNISIA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP. In addition, NWC’s Engineer
will be involved partially to oversee the project activities in relation to CN where the Company
shall consider NWC’s technical specifications for CN to execute the project.

SWPC's Engineer is expected to interface with the representatives of the Company, including
the Company's Engineer, on a frequent basis.

2.7 Power Supply & Electricity Interfaces

The Company is responsible for securing sufficient power supply from the grid or continuous
primary power supply from fuel-powered generators with sufficient redundancy to power each
Plant, and pump stations until such time as power supply from the grid may become available.
The scope of the Company’s responsibility shall include the development, funding and transfer
to the distribution service provider of electrical infrastructure (such as a dedicated substation,
cabling and switchgear) and the connection to the power grid, when it becomes available.

Power supply during construction and commissioning and adequate redundancy and back-up
power supply during operation of the Plant will be the responsibility of the Company, except as
set out in the Project Agreements. The Company shall maintain back-up power supply from fuel
driven generators including on site fuel storage, sufficient to ensure the specified plant

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availability, to meet all performance specifications, and maintain safe operation for a minimum
of 7 continuous days, should a grid power supply failure occur. The Company shall be
responsible for the necessary approvals and consents and Good Utility Practice in this regard.

The Company is allowed to optimize its electricity supply and consumption from the grid via the
use of supplementary on-site power as set out below. On-site solar power and/or hydraulic
turbines installations, or other applicable technology, to supplement the Plant’s specific power
consumption, is at the Company’s risk and shall be within the boundaries of the Site.

The power required to feed the Plant shall be defined by the Company; The Company shall
select the most efficient equipment for lower power consumption.

The electricity generated from sludge-to-energy/bio-gas generation, solar PV and/or hydraulic

turbines, or other sources, on-site shall be used for the internal consumption of the Plant only
and take into consideration the loading/demand of the Plant in managing the generated output
to prevent export of power under any circumstances. The Company may also at its discretion
install batteries or accumulators for solar PV and hydraulic turbine electricity storage to be used
in peak demand periods, but it shall not be allowed to export electricity from the Site.
Supplementary on-site generated power from solar photovoltaic installation and/or hydraulic
turbines (i.e., excluding the back-up power supply and sludge-to-energy) shall be maximized
based on the area available. Bidders shall submit detailed proposals of such infrastructure, if
relevant, as required under Part II (Technical Specifications) of the RFP.

2.8 Implementation Schedule

It is currently scheduled that the Project will reach financial close by 27 June 2024 Based on this
assumption the Implementation Schedule will require the Company to complete the works and
reach PCOD by 9 July 2028.

The Bidder shall submit, as part of its Bid, a detailed Implementation Schedule as Technical
Form Sheet C Section 11. In preparing the Implementation Schedule the Bidder must adhere to
the Project timetable as set out in Section 1.9 (Project timetable) of this Part I (Instructions to
Bidders) of the RFP.

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3 Project Contractual Structure

3.1 Company
3.1.1 Bidder and Consortium Requirements

The Bidder, and if the Bidder is a Consortium, each Consortium Member, shall be a business
organisation duly organised, existing and registered and in good standing under the laws of its
country of domicile.

No Consortium shall include a member that is a member (or an Affiliate of a member) of another
Bidder Consortium responding to this RFP.

The Bidder must furnish evidence of its legal structure as a single company, or as a Consortium,
including without limitation, information with respect to (i) the legal relationship among the
Consortium Members; and (ii) the role and responsibility of each Consortium Member.

A certified copy of the complete joint venture or consortium agreement, signed by all parties
must be submitted with the Bid, together with powers of attorney authorising the execution of
such agreement.

The Lead Member will be authorised to act and receive instructions on behalf of all the
Consortium Members. The Lead Member will act as main point of contact and manager of that
Consortium.

3.1.2 Ownership of Company

The Bidder must provide their final proposed structure using Technical Form Sheet C Section 1
(Legal Form of Bidder) and Section 2 (Bidder Consortium) (as applicable) signed and stamped
by all Consortium Members and submitted as a PDF document as part of its Bid.

The Successful Bidder must retain its interest in the Company in accordance with the
requirements as set out in the PDA. In particular:

- the Lead Member shall hold no less than 35% equity of the Company;

- the Technical Member shall hold no less than 20% equity of the Company;

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- the Lead Member can be the same party as the Technical Member, in which case such
member should hold at least 35% equity of the Company as at the execution of the Project
Agreements; and

- each Other Member of the Consortium shall hold no less than 10% equity of the Company.

3.1.3 Legal form of Company

In order to ensure that the Company is formed sufficiently in advance of the signature of the
STCNIA (“Effective Date”), SWPC will require that the Successful Bidder complete each early
step in the formation process (up to the point where the Successful Bidder is required to inject
share capital in the Company, other than any nominal amount required for establishing the
Company) immediately after the selection as the Successful Bidder.

However, in case formation of Company is delayed for an unforeseen reason, the STCNIA shall
be entered into between SWPC and the Successful Bidder. Following the formation of the
Company, the STCNIA, and the Successful Bidder’s rights and obligations thereunder, will be
novated by the Successful Bidder to the Company prior to or on the Closing Date subject to the
terms and conditions given in the STCNIA. The versions of the Draft Project Agreements
included in Part V include the provisions that will be included in case novation is required.

For the avoidance of doubt, in the event of such a delay, the Development Security must still be
provided, with references to the Company replaced in a manner acceptable to SWPC.

The Company will take the form of an LLC or a closed JSC. The Bidder is required to advise
SWPC in its Bid, as to the proposed legal form of the Company. The Successful Bidder, in the
case of a single entity, the entity, or in the case of a Consortium, the Consortium Members will
hold 100% of the Company shares.

3.2 Draft Project Agreements

Full form Draft Project Agreements are included in Part V (Draft Project Agreements) of the
RFP. SWPC has carefully considered the risk allocation set out in the Draft Project Agreements
and the commercial terms contained therein. The Bidder will be evaluated by, among other
things, the extent of its compliance with the terms and conditions set forth in the Draft Project
Agreements. SWPC will not consider any amendments to the Draft Project Agreements that do

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not reflect specific technical, financial or operational features of the Project. Significant or
material exceptions to the Draft Project Agreements are likely to render a Bid to be deemed
non-compliant at the sole discretion of SWPC.

The Bidder must include in its Proposal either (i) a statement that they accept the Draft Project
Agreements and Part V of the RFP in their entirety as part of their Bid; or (ii) amended copies in
clean and black-line form (each in a form compatible with MS-Word 2010) of the Draft Project
Agreements, together with riders, rationales or explanations for the proposed deviations (in the
form set out in Legal Form Sheet B Section 4 (Amendments to Draft Project Agreements). The
Bidder should submit one Legal Form Sheet B Section 4 (Amendments to Draft Project
Agreements) which should include the deviations to all Draft Project Agreements, EPC Heads of
Term and O&M Heads of Term (clearly stating to which Draft Project Agreement the deviation
applies).

The Bidder should provide the financial and technical data required for completion of Appendix
8 (Calculation of Payment) of the STCNIA.

Unless they are reflected in a marked-up Draft Agreement and Legal Form Sheet B Section 4
(Amendments to Draft Project Agreements), any assumptions, qualifications or exceptions
appearing elsewhere in a Bidder’s Bid will not be considered by SWPC as part of its evaluation
and the Bidder, if selected for negotiations with SWPC, will not be entitled to the benefit of such
assumptions, qualifications or exceptions, if any, during the negotiation of the Draft Project
Agreements. For the avoidance of doubt, footnotes indicating a request to discuss will not be
accepted.

None of the provisions of the Draft Project Agreements, or the provisions of any contracts to be
executed between the Successful Bidder and any of its contractors will, or will be deemed to,
create any contractual relationship whatsoever between SWPC and any such contractor.

3.2.1 Sewage Treatment and Collection Network Implementation Agreement

The principal agreement under which the Project will be implemented will be the STCNIA. The
STCNIA will be entered into between the Company and SWPC. The term of the STCNIA will
commence on the Effective Date and, unless extended or terminated, will remain in effect for a

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period of 25 years from PCOD. The STCNIA contains commercial and legal terms and
conditions covering amongst other items:

- the development, design, engineering, financing, permitting, insurance, procurement,

manufacturing, factory and site equipment testing, construction, commissioning,
performance acceptance testing, ownership, operation and maintenance, and transfer of
the Plants (including the Influent Lifting Station);

- the development, design, engineering, financing, permitting, insurance, procurement,

manufacturing, factory and site equipment testing, construction, commissioning,
performance acceptance testing and transfer of the Collection Network (including pumping
stations and lifting stations, and tanker discharge stations);

- SWPC payment obligations;

- the treatment of influent received;

- disposal of beneficial sludge;

- performance requirements;

- SWPC monitoring rights;

- Appendix 8 (Calculation of Payment) to the STCNIA which contains sections where the
Bidder should indicate as part of its Bid the proposed Charge Rates and CN Annuity. It
contains all of the commercial and legal terms governing the Capacity Payments, the
Output Payments, the Supplemental Payments and the CN Annuity; and

- Local content and Saudization requirements.

Although the STCNIA is to be executed by SWPC and the Company on the Effective Date,
neither party will have any rights or obligations thereunder (other than those expressly
described in clause 3 of the STCNIA) until all of the Closing Date conditions precedent
described in clause 3 and Appendix 4 of the STCNIA are satisfied or waived.

The STCNIA contains all of the commercial and legal terms governing the sale by the Company
and purchase by SWPC of the Dependable Treatment Capacity of the Project.

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Clause 20 of STCNIA specifies the amounts payable by SWPC to purchase the Project upon
early termination of the STCNIA after the occurrence of the Closing Date. If the STCNIA is
terminated at any point after PCOD, SWPC’s obligation to continue to pay the CN Annuity will
survive termination until completely discharged by SWPC (and as supported by MOF under the
Credit Support Agreement).

The STCNIA also provides a right of Quiet Enjoyment to the Site, which is why no separate land
lease or usufruct agreement is contemplated. The STCNIA is included in Part V (Draft Project
Agreements) of the RFP.

3.2.2 Project Development Agreement

The Company and the Successful Bidder will enter into the PDA on or around the same date as
entering into the STCNIA. The PDA will deal with matters such as Company formation, project
structuring, for example, shareholding retention and restrictions on transfer of shares in the
Company. The form of the PDA is included in Part V (Draft Project Agreements) of the RFP.

3.2.3 Collection Network Implementation and Sewage Interconnection

Agreement

The Company will enter into the CNISIA with NWC on or around the same date as entering into
the STCNIA. This agreement will establish a contractual framework between the parties in
relation to the implementation of the Collection Network with a direct relationship between NWC
and the Company (addressing matters such as defects, witnessing and handover), and further
to provide for the connection of the SSTPs to the Collection Network, or tanker discharge
stations). The form of the CNISIA is included in Part V (Draft Project Agreements) of the RFP.

3.2.4 SWPC Credit Support Agreement

SWPC's obligations under the STCNIA will be supported by a guarantee provided by MoF for
the payment of any sum of money that SWPC is liable to pay to the Company pursuant to the
STCNIA (including any payments owing as a result of termination of the STCNIA or the
continued obligation to pay the CN Annuity Payment in a termination after PCOD), to the extent
that such sum has not been paid by SWPC, or is no longer being disputed in accordance with
the STCNIA.

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The draft SWPC Credit Support Agreement is included in Appendix 6 (Performance Security) of
the STCNIA. SWPC will not accept amendments to the terms of the SWPC Credit Support
Agreement. Mark-ups to the SWPC Credit Support Agreement will be regarded as a matter of
material non-compliance.

3.2.5 EPC Contract: Key Terms

The Bidder should provide a comprehensive EPC Term Sheet with agreed pricing and signed
between the Bidder and the proposed EPC Contractor.

The EPC Term Sheet (and, ultimately, the EPC Contract) price, and all other amounts payable
by the parties thereto, including liquidated damages and variations to the contract price shall be
denominated in either USD or SAR. Bids will not be accepted which include provisions to vary
or update the Cost Recovery Charges tendered for movement in currency exchange rates in
relation to the EPC Contract price. SWPC will not assume any risks or the costs of hedging
currency risks to the Company or the Bidder due to movements in foreign exchange rates in
relation to the EPC Contract price.

The signed EPC Term Sheet that the Bidder must submit as part of its Bid should contain, at a
minimum, the key commercial terms outlined below:

SWPC expects that the EPC Contract shall be back-to-back with the relevant
provisions of the Project Agreements, where there is an adequate pass-down
of the construction obligations and risks set out in the Project Agreements.
General Back to Back including the STCNIA, a draft of which is included in Part V (Draft Project
and Equivalent Agreements) of the RFP.
Project Relief
The Company shall ensure that the EPC Contract includes an equivalent
project relief regime governing the EPC Contractor’s entitlement to make
claims, and receive relief, under the EPC Contract.

Parties The Company and the EPC Contractor.

The EPC Contractor shall have a level of experience, capability and credit
strength appropriate for the construction of the Plant and Collection Network
or have its obligations guaranteed by an entity(ies) which does/do and which
EPC Contractor
is/are otherwise acceptable to SWPC, in accordance with the EPC Contractor
eligibility and qualification criteria specified in this Part I (Instructions to
Bidders) of the RFP.

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The EPC Contract will specify full turnkey responsibility, under which the EPC
Contractor will be responsible for the carrying out and completion of the works
specified in the RFP (the “Works”) including the design, engineering,
procurement, manufacture, construction, testing, commissioning,
recommissioning and defect rectification of the Works.

The Works shall comply with the RFP requirements, in particular with Part II
(Technical Specifications) of the RFP.
Scope
The EPC Contractor must also perform all work and supply all materials and
provide all services not specifically mentioned in the EPC Contract but which
can be reasonably inferred from the EPC Contract as being required for the
proper execution and performance of the Works as if such work, materials and
services were expressly mentioned in the EPC Contract.

The EPC Contractor shall comply with the Local Content Percentage as set
out in the STCNIA to the extent applicable.

Fixed price, lump sum, date certain, subject to adjustment for variations and
other amounts payable to the EPC Contractor under the EPC Contract (the
“Contract Price”).
Price
The Contract Price must be in USD and/or SAR and clearly documented in the
EPC Term Sheet (including by stating it in an appendix to the EPC Term
Sheet) to be submitted by the Bidder as part of its Proposal.

The EPC Contractor must comply with the Implementation Schedule as proposed
Implementation
by the Bidder, in compliance with the RFP requirements, to be set out in the
Schedule
STCNIA. The construction milestones must be clearly outlined.

The EPC Contractor’s warranties will include typical EPC contractor

warranties, including as a minimum, warranties that:

(a) the EPC Contractor will carry out the Works diligently, without delay and in
accordance with the Implementation Schedule;

(b) the EPC Contractor has the required skills, licenses, qualifications and
capacity necessary to perform and will diligently perform the Works in a
EPC Contractor timely and professional manner, utilizing sound engineering principles,
Warranties manufacturing standards and project management and supervisory
procedures;

(c) the Works will be in accordance with the EPC Contract and be fit for their
intended purpose as evidenced by or reasonably to be inferred from the
EPC Contract and the STCNIA;

(d) the Works will be capable of being operated and utilized in accordance with
all relevant legal requirements, Good Utility Practice (as defined in the

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STCNIA) and the requirements of the STCNIA in a safe and reliable

manner; and

(e) the Works will incorporate system design, major equipment components
and materials that utilize Proven Technologies, being designs and
technology that have been utilized (including tested, commissioned and
operated) commercially at other international sewage treatment plants
similar in size and complexity to the Plants. It will also include system
design, major equipment components and materials that utilize Proven
Technologies, being designs and technology that have been utilized
(including tested, commissioned and operated) commercially at other
collection networks similar to the Collection Network

Except for those permits expressly agreed to be provided by the Company,

the EPC Contractor shall obtain all permits, approvals and licenses from the
relevant competent authority which are required and necessary for the
performance of the EPC Contract and the Project.

EPC Contract Risk Each party shall provide to the other party in a timely and expeditious manner
Allocation all reasonable assistance and information in order to permit the other to obtain
the permits for which it is responsible.

The EPC Contractor will not be entitled to rely upon any SWPC supplied or
Bidder supplied information or documentation, and the EPC Contractor will
bear all design risk.

The EPC Contract will include indemnities from the EPC Contractor in favour
of the Company typically found in EPC contracts for limited recourse, project-
financed transactions including in respect of claims and losses resulting from:

(a) the failure of the EPC Contractor or its subcontractors to comply with law;

(b) any infringement or alleged infringement of any third party intellectual

property by the Company’s use or possession of any intellectual property
provided as part of the Works;

Indemnities (c) personal injury or death occurring to any person and in respect of loss of or
damage to any property, other than the Works while under the responsibility
of the EPC Contractor, arising out of the performance by the EPC
Contractor under the EPC Contract; and

(d) the Company not being able to recover (under the insurances which the
Company is required to take out and maintain) as a result of fraud, material
misrepresentation, non-disclosure or breach of any warranty or condition in
the relevant provisions of the insurance policies for which the EPC
Contractor is responsible (each a “Vitiating Act”).

Utilities during Responsibility of the EPC Contractor.

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Construction

The EPC Contractor must provide an unconditional, on-demand performance

bond to secure the EPC Contractor’s performance under the EPC Contract, on
or prior to issue of the notice to proceed.

The performance bond must be issued to the Company as beneficiary by an

international bank rated at least “A-” by Standard and Poor’s or “A3” by Moody’s
Investor Services and otherwise acceptable to the Company and the Financing
Parties (a “Qualifying Bank”) and shall be valid from the date of execution of the
EPC Contract until 30 days after the end of the final defects liability period.
Performance Bond
The performance bond must be for a minimum of 10% of Contract Price.

Upon achievement of the Commercial Operation Date pertaining to any Sub-

cluster, the performance bond may be reduced to an amount equal to 5% of
Contract Price for that Sub-cluster until the expiration of the final defects
liability period. Subject to outstanding calls, the performance bond must
remain valid until expiration of the base warranty period and any extensions
thereto.

The EPC Contractor’s obligations under the EPC Contract shall be guaranteed
Parent Guarantee by the relevant parent companies via parent company guarantees, as required
under section 2.3.2 and by the Financing Parties.

As a minimum, the EPC Contract will provide for design reviews and inspection
rights in accordance with the relevant requirements of the STCNIA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP.
Design Reviews and Payment, inspection, review, rejection or comment by the Company (or the
Inspection Rights; failure to do so) with respect to any matter relating to the provision of Works
Effect of Review, by the EPC Contractor (or any of its subcontractors) shall not in any way: (i)
Inspection, etc. affect or reduce the EPC Contractor’s obligation to complete the Works in
accordance with the provisions of EPC Contract; (ii) be construed as approval
or acceptance of the Works (unless otherwise expressly provided in the
context of the acceptance tests); or (iii) in any way affect the Contract Price.

Regime to be no more favourable to EPC Contractor than the terms of the

Site Access and
STCNIA, a draft of which is included in Part V (Draft Project Agreements) of
Ground Risk
the RFP.

The EPC Contractor shall ensure that the Company’s rights under EPC
Contract are fully and properly protected under contracts with subcontractors
and vendors, with EPC Contract specifying key provisions to be included in all
Subcontracting material subcontracts.

The EPC Contractor remains solely responsible and liable for the non-
performance of any of its subcontractors.

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The EPC Contract will contain a variation procedure that will entitle the
Company to direct a unilateral variation to the scope of the Works. The
variation procedure will also contain the ability of the EPC Contractor to make
an application to the Company to vary the scope of the Works, which the
Variations
Company may consider in its discretion. The variation procedure will include
an interim valuation and extension of time regime by which the Company pays
and grants the EPC Contractor the undisputed portion of any related variation
claim for time and/or money.

Liquidated Damages for delay will be payable between (i) the Scheduled
Project Commercial Operation Date and (ii) the Project Commercial Operation
Date.
Liquidated Damages
for Delay [Note to the Bidder: Liquidated Damages Value to be set to keep, at minimum,
Financing Parties whole – covering debt service, finance charges, liquidated
damages for delay owed by the Company to SWPC under the STCNIA, a draft
of which is included in Part V (Draft Project Agreements) of the RFP. ]

Liquidated Damages for performance will be payable if the Project Commercial

Operation Date is achieved with any performance level being less than one
hundred percent (100%) of the corresponding requirement under the STCNIA
Liquidated Damages (namely, the Guaranteed Influent Treatment Capacity).
for Performance
[Note to the Bidder: liquidated damages value to be set to preserve the key
debt ratios of the base case, having adjusted for the relevant reduction in
performance.]

The liquidated damages (all based on a genuine pre-estimate of loss) shall be

the Company’s sole remedy except for liabilities resulting from termination of
the EPC Contract (e.g. for failure to complete by any relevant longstop date,
or failure to meet minimum performance criteria).

Liquidated Damages Caps on delay Liquidated Damages, performance Liquidated Damages and
(Generally) overall cap on Liquidated Damages to be clearly stated (the limits specified
should be accompanied by indicative daily Delay LD rate and indicative
Performance LD rate).

Bidders will be required to demonstrate the appropriateness of the caps and

their acceptability to the Financing Parties.

The EPC Contract will set out milestone payment procedures.

Payment will be made monthly on the basis of milestones achieved.

Milestone Payments
The Contract Price will be inclusive of any and all taxes, charges, royalties and
fees levied on the EPC Contractor.

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The Company shall have a right to set off amounts due or to become due, and
Set off any claim the Company has against the EPC Contractor, against amounts
payable to the EPC Contractor.

To demonstrate the performance of EPC Contract scope and matching of all

of the STCNIA’s functional performance, environmental and reliability
requirements. The testing regime must be back to back with Appendix 1 (Plant
Testing
and Collection Network Description, Design Conditions and Technical Data)
and Appendix 5 (Acceptance Tests and Procedures) of the STCNIA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP.

The EPC Contractor must at its cost remedy any defect arising in the Works
for the defects liability period, which is to be defined as not less than 24 months
from the Sub-cluster Commercial Operation Date generally, renewable in
respect of rectified defects as set out below.
Base Warranty Period
and Extended If any portion of the Works is replaced or renewed during the defects liability
Warranty Period period (or any renewal thereof), the defect liability period for the renewed or
replaced portion will be renewed from the date of completion of the rectification
for a further 12 months, subject to a longstop date of 12 months after the
Project Commercial Operation Date.

The EPC Contractor will also make good at its cost and will be responsible for
any latent defects (defects that arose prior to the expiry of the defects liability
Latent Defects period but which could not have been discovered through reasonable
Warranty examination by the Company) in any portion of the Works (including design
defects, manufacturing defects and defects in materials) for a period of 5 years
starting from the Project Commercial Operation Date.

The EPC Contractor shall warrant in relation to partial or total collapse of civil
Civil Works Warranty
works and in relation to the safety of civil works for a period of 10 years from
Period
the Project Commercial Operation Date.

Title to each item supplied as part of the Works shall automatically vest in the
Company on the earlier of:

(a) delivery of the part of the Works to the site;

(b) the EPC Contractor becoming entitled to have the cost of that item
Ownership and Title included in an interim certificate;

(c) in the case of imported materials and equipment, passage over the
ship's rail at the port of embarkation; and

(d) in the case of documents created by on or behalf of the EPC Contractor,

upon their coming into existence.

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The EPC Contractor shall, subject to the following paragraph, be responsible

for the care, custody and security of the Works until the Project Commercial
Operation Date.
Care and Custody
If any damage or loss due to any cause whatsoever other than the excepted
risks (as detailed in the EPC Contract, based on typical EPC contract
“excepted risks”) happens to the Works while under the EPC Contractor’s
responsibility, the EPC Contractor shall at its cost make good the Works.

Insurance Insurance scheme to align with requirements in STCNIA and be consistent

with the requirements of the relevant Financing Documents.

(a) Subject to clause (c), the aggregate liability of the EPC Contractor to the
Company under the EPC Contract shall not be less than 100% of
Contract Price.

(b) Subject to clause (c), neither party shall have any liability to the other for
any special, indirect, incidental, or consequential loss or damage,
including loss of profit, loss of contract, loss of production, data, interest
payments etc., in connection with the EPC Contract.

(c) Paragraphs (a) and (b) will not apply to:

(i) any liquidated damages amount payable;

Limitations on
Liability (ii) amounts that are received (or, but for a Vitiating Act would have
been received) in connection with an insured risk;

(iii) damages arising from abandonment, fraud, wilful misconduct or

gross negligence;

(iv) penalties payable under law;

(v) the EPC Contractor’s obligation to complete the Works or rectify

defective Works; and

(vi) indemnities relating to breach of law, injury to persons and

damage to third party property, failure to deliver clear title, breach
of intellectual property rights.

Change in Law Consistent with the terms of the STCNIA. Regime to be no more favourable to
EPC Contractor than the terms of the STCNIA.

Force Majeure Consistent with the terms of the STCNIA. Regime to be no more favourable to
EPC Contractor than the terms of the STCNIA.

Dispute Resolution The EPC Contract will contain typical dispute resolution provisions which are
Procedures consistent with the STCNIA.

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The parties must continue to perform their obligations under the EPC Contract
during resolution of the dispute.

The EPC Contractor shall comply with all reasonable requests from the
Financing Company in connection with the project financing requirements of the Project,
including without limitation entering into a direct agreement with the Company
and the Financing Parties.

The EPC Contract will include typical, bankable and appropriate provisions
found in an international EPC contract for sewage treatment projects and
collection network construction, including in relation to the following non-
exclusive list:

(a) confidentiality;

(b) termination (including for convenience, and for default, with cure periods
where appropriate, and none where appropriate (e.g., insolvency,
reaching cap on liquidated damages));

(c) representations and warranties;

(d) value added tax;

(e) governing law;

(f) claims for extensions of time and increased cost (which shall be
consistent with the STCNIA and include notification requirements that are
Additional Typical a condition precedent to any entitlement by the EPC Contractor to make
EPC Contract such a claim);
Provisions
(g) joint and several liability if the EPC Contractor is a joint venture or
consortium;

(h) reporting, including a requirement for a monthly overall review report to

the Company, as well as documentation to substantiate milestone
payment claims;

(i) as-built drawings and O&M manuals to be provided by the EPC

Contractor;

(j) lien waivers (including Company’s right to pay liens directly and set off
payment as a debt due);

(k) intellectual property (including grant of an irrevocable, royalty free license

and contractor indemnity for breach);

(l) assignment; and

(m) a requirement for as-built drawings and O&M manuals as preconditions

to achievement of the PCOD.

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In case the EPC Contractor uses a Nominated Subcontractor to meet the EPC eligibility and
qualification criteria then the Bidder is required to submit the head of terms for the agreement
between the EPC Contractor and the Nominated Subcontractor signed by EPC Contractor and
the Nominated Subcontractor defining as a minimum the scope of the Nominated
Subcontractor.

3.2.6 Full EPC Contract

The Bidder should also include in Section 3 of Volume II of its Bid a comprehensive draft of the
EPC Contract (including relevant appendices other than specifications and other technical
appendices). The draft will form the basis for the EPC Contract to be entered into between the
Company and the proposed EPC Contractor and shall be in line with the terms of the signed
EPC Term Sheet(s).

SWPC will review the proposed draft EPC Contract and in the event of any inconsistencies or
non-compliance, SWPC reserves the right to require amendments to be made to the EPC
Contract, at no cost to SWPC.

3.2.7 O&M: Key Terms

As required by Section 2.5 the signed O&M Term Sheet that the Bidder must submit as part of
its Bid should contain, at a minimum, the key commercial terms outlined below:

SWPC expects that the O&M Contract shall be back-to-back with

the relevant provisions of the Project Agreements, including the
STCNIA.
General and Equivalent Project
Relief The Company shall ensure that the O&M Contract includes an
equivalent project relief regime governing the O&M Contractor’s
entitlement to make claims, and receive relief, under the O&M
Contract.

Parties The Company and the O&M Contractor.

The term of the O&M Contract (the “O&M Term”) commences on

Term the date of execution of the O&M Contract and expires on the twenty
fifth (25th) anniversary of the Project Commercial Operation Date
(provided that if the term of the STCNIA is extended, the term of the

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O&M Contract shall be extended accordingly).

The O&M Term is divided into periods, as follows:

1. Mobilization and Early Contract Period means the period from

the date of execution of the O&M Contract up to and including
the Project Commercial Operation Date; and

2. Project Operating Period means the period from the Project

Commercial Operation Date up to and including the last Day of
the O&M Term.

Provision of all O&M services including all routine operation,

maintenance, overhaul, specialist repair services to the Plants in
accordance with Company’s corresponding obligations under the
Scope of Services
STCNIA.

The O&M Contractor shall comply with the Local Content

Percentage as set out in the STCNIA to the extent applicable.

During the Mobilization and Early Contract Period, the O&M

Contractor will need to recruit and train the O&M Staff (see Staffing
below), develop the administrative, operational, budgetary,
accounting, purchasing, training, environmental compliance and
safety procedures, obtain necessary licenses, establish an
operating office, and procure the insurance required for this period.
O&M Contractor’s Obligations The O&M Contractor is also required to develop a start-up plan for
the Plants, schedule, coordinate and handle the delivery of TSE,
Mobilization and Early Contract review and comment on the relevant documents, manuals and
Period Services drawings supplied by EPC Contractor, assist Company in taking
over the Plant, take delivery on behalf of the Company of various
spare parts and consumables from the EPC Contractor and
subcontractors, and render other services to be more specifically
described in an Appendix to the O&M Contract to be mutually
agreed with Company and in accordance with Company’s
obligations under the STCNIA.

From the Project Commercial Operation Date, the O&M Contractor

shall operate and maintain the Plants on a 7-Day per week, 24 hours
per Day basis. The O&M Contractor shall manage the delivery of
TSE and sludge where required to protect the Plants, take delivery
Project Operating Period
on behalf of the Company of various spare parts and consumables
Services
and carry out long term maintenance planning (including scheduling
outages and spare parts planning) for the Plants.

The O&M Contractor is also required to test the performance of the

Plants (including conducting the annual availability tests), perform

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scheduled and unscheduled maintenance when necessary, and

render other services as more specifically described in an Appendix
to the O&M Contract to be mutually agreed with Company and in
accordance with Company’s obligations under the STCNIA.

The O&M Contract shall include a provision addressing Additional

Additional Services Services requested from time to time by either Company or O&M
Contractor, subject to mechanism for costing and cost estimating.

Except for those permits expressly agreed to be provided by the

Company, the O&M Contractor shall obtain all permits, approvals
and licenses from the relevant competent authority which are
required and necessary for the performance of the O&M Contract
Permits and the Project.

Each party shall provide to the other party in a timely and

expeditious manner all reasonable assistance and information in
order to permit the other to obtain the permits for which it is
responsible.

Upon the occurrence of an emergency event, the O&M Contractor

will be required to (i) promptly take such minimum action as is
necessary and consistent with Good Utility Practice to prevent,
Emergencies avoid or mitigate injury, damage or loss, (ii) promptly report any such
incidents, including the O&M Contractor’s response thereto, to the
Company and (iii) seek the Company’s approval to any expenditure
which the O&M Contractor reasonably estimates may be required
in relation to such emergency event.

The O&M Contractor shall contract services or supplies with

approved subcontractors and approved vendors.

The O&M Contractor shall ensure that the Company’s rights under
Subcontracting O&M Contract are fully and properly protected under contracts with
subcontractors and vendors, with the O&M Contract specifying key
provisions to be included in all material subcontracts.

The O&M Contractor remains solely responsible and liable for the
non-performance of any of its subcontractors.

During the O&M Term, the O&M Contractor is entitled (subject to

deductions and penalties) to the following payments:
O&M Contractor’s Fees
1. For the Mobilization and Early Contract Period, a fixed monthly
payment, payable in advance to be set forth in an Appendix to the
O&M Contract; and

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2. For the Operating Period, a fee (the “Annual Fee”), consisting of

(each amount payable in arrears), (a) a fixed amount to be
recovered via Component B of the Capacity Payment under the
STCNIA; and (b) a variable monthly payment to be recovered via
Component D of the Output Payment under the STCNIA.

The O&M Contract shall include a deductions and penalties regime

reflecting the STCNIA.
Deductions and Penalties
The Company shall be permitted to deduct any deductions and
penalties from the fee otherwise payable to the O&M Contractor.

Included in the price.

Subcontract Maintenance
services Any assignment or subcontracting of the O&M services is subject to
the prior approval of Company.

The Company shall have a right to set off amounts due or to become
Set off due, and any claim the Company has against the O&M Contractor,
against amounts payable to the O&M Contractor.

The O&M Contractor shall ensure that the necessary O&M staff are
on duty at the Plants at all times, 24 hours a Day and 7 Days a week
throughout the O&M Term.

The O&M Contractor shall be responsible for selecting, recruiting,

Staffing
appointing, training, instructing and managing the O&M staff
necessary to operate, maintain and repair the Plants in accordance
with the relevant initial staffing plan or any subsequent staffing plan,
as approved by the Company from time to time in accordance with
the O&M Contract.

The O&M Contractor is required to keep and maintain the Plants

Lien and the Plant Sites free and clear of any lien and indemnifies
Company against all claims incurred by the Company with respect
to a breach of such obligation.

In case the O&M Contractor does not comply with the requirements
specified in section 2.5.2, the O&M Contractor’s obligations under
the O&M Contract shall be guaranteed by a parent company
Parent Guarantee guarantee provided by the O&M Contractor’s parent company.

Liabilities of the parent guarantor under the parent guarantee shall

be no less than the O&M Contractor’s liabilities under the O&M
Contract.

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Insurance scheme to align with requirements under the STCNIA

Insurance and be consistent with the requirements of the relevant Financing
Documents.

The O&M Contract will include liability caps for the O&M Contractor
including as follows:

1. during the Mobilization and Early Contract Period, an aggregate

cap equal to the amount of the fee payable during the
Mobilization and Early Contract Period; and

2. during the Operating Period, for each Contract Year, a cap of

Liability Caps
100% of the Annual Fee payable to the O&M Contractor for the
relevant Contract Year.

The caps will be subject to customary exceptions (including gross

negligence, fraud or wilful misconduct, liability satisfied by insurance
proceeds, third party indemnification and breach of law and/or IP
and environmental requirements), which will be set out in the O&M
Contract.

The O&M Contractor’s warranties will include typical warranties for

an O&M Contractor in a sewage treatment project, including as a
minimum, warranties that:

(a) the O&M Contractor will carry out the Services diligently, without
delay, in a safe and reliable manner, and in accordance with all
O&M Contractor Warranties relevant legal requirements and the requirements of the
STCNIA;

(b) the O&M Contractor has the required skills, licenses,

qualifications and capacity necessary to perform and will
diligently perform the Services in a timely and professional
manner, utilizing Good Utility Practice (as defined in the
STCNIA).

Change in Law Consistent with the terms of the STCNIA. Regime to be no more
favourable to O&M Contractor than the terms of the STCNIA.

Force Majeure Consistent with the terms of the STCNIA. Regime to be no more
favourable to O&M Contractor than the terms of the STCNIA.

The O&M Contract will contain typical dispute resolution provisions

Dispute Resolution Procedures which are consistent with the STCNIA.

The parties must continue to perform their obligations under the

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O&M Contract during resolution of the dispute.

The O&M Contractor shall comply with all reasonable requests from
Financing the Company in connection with the project financing requirements
of the Project, including without limitation entering into a direct
agreement with the Company and the Financing Parties

The O&M Contract will include typical, bankable and appropriate

provisions found in an international O&M Contracts for sewage
treatment projects, including in relation to the following non-
exclusive list:

(a) confidentiality;

(b) termination (including for convenience, and for default, with

cure periods where appropriate, and none where appropriate
(e.g., insolvency, assignment contrary to terms of O&M
Contract);

(c) representations and warranties;

(d) value added tax;

(e) governing law;

Additional Typical O&M
Contract Provisions (f) claims for increased cost (which shall be consistent with the
STCNIA and include notification requirements that are a
condition precedent to any entitlement by the O&M Contractor
to make such a claim);

(g) joint and several liabilities, if the O&M Contractor is an

unincorporated joint venture or consortium;

(h) reporting, including a requirement for a monthly overall review

report to the Company;

(i) lien waivers (including Company’s right to pay liens directly and
set off payment as a debt due);

(j) intellectual property (including grant of an irrevocable, royalty

free license and contractor indemnity for breach); and

(k) assignment.

3.2.8 Agreements with Financing Parties

SWPC is willing to enter into (or procure that NWC enters into) direct agreements with the
Financing Parties to the Company (as outlined below).

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3.2.8.1 STCNIA Direct Agreement

If necessary, SWPC is willing to enter into a direct agreement with the Financing Parties to the
Company in relation to the STCNIA. Under this agreement, among other things, SWPC will
acknowledge and consent to the granting of security, delay the exercise of termination rights
under certain conditions and permit the exercise by the Financing Parties of certain step-in
rights.

The form of STCNIA Direct Agreement is attached as Appendix 7 (Form of STCNIA Direct
Agreement) to the STCNIA included in Part V (Draft Project Agreements) of the RFP.

3.2.8.2 CNISIA Direct Agreement

If necessary, NWC shall enter into a direct agreement with the Financing Parties to the
Company in relation to the CNISIA. Under this agreement, among other things, NWC will
acknowledge and consent to the granting of security, delay the exercise of termination rights
under certain conditions and permit the exercise by the Financing Parties of certain step-in
rights.

The form of CNISIA Direct Agreement is attached as an appendix to the CNISIA included in Part
V (Draft Project Agreements) of the RFP.

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4 Financing Structure

4.1 Total Project Cost

The Bidder must provide a detailed breakdown of its proposed Total Project Cost for the Project
in the format set out in Commercial Form Sheet E Section 1.2 (Consolidated Project and O&M
budget - SSTPs and CN) along with the sub-section sheets of Part IV (Form Sheets) of the
RFP.

This breakdown should identify clearly and independently, inter alia, the following categories:

(i) Preparatory works;

(ii) A detailed breakdown of construction costs of the Plants (including but not limited
to transportation, insurance, taxes, levies and duties, as applicable) and all costs
of engineering, erection, testing and commissioning;

(iii) The Influent Lifting Station;

(iv) Tanker Discharge Station;

(v) TSE pipelines and Outfall;

(vi) The fees payable to SEC;

(vii) The pumping station;

(viii) The on-site power supply facility (If applicable);

(ix) A detailed breakdown of construction costs of the Collection Network (including

but not limited to transportation, insurance, taxes, levies and duties, as
applicable) and all costs of engineering, erection, testing and commissioning;

(x) A detailed breakdown of long lead items;

(xi) Company’s contingencies;

(xii) Costs for initial inventory;

(xiii) Development Costs in the period up to and including Financial Closing;

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(xiv) SWPC Development Cost;

(xv) Success fee;

(xvi) Owners’ costs;

(xvii) Insurance costs prior to PCOD;

(xviii) Operating and maintenance costs of the Plants and Collection Network prior to
PCOD (including mobilization);

(xix) Transportation costs for beneficial sludge to central sludge disposal area prior to
PCOD;

(xx) Initial working capital requirements;

(xxi) Financing costs, including, but not limited to, fees and insurance premia payable
to Financing Parties, interest during construction, upfront fees and commitment
fees; and

(xxii) Amount of any reserve accounts and initial working capital that require funding.

The “owner’s cost” line item must provide a clear and detailed breakdown of the fees payable by
the Company under the Project Agreements.

The Bidder is also required to provide the breakdown of the EPC price between civil works,
electrical works, mechanical works, other works, and Influent Lifting Station and tanker
discharge station for the Plants and the breakdown of the EPC price between civil works,
electrical works, mechanical works, other works for the Collection Network.

The timing of incurring these costs should be set out in the format as provided in Commercial
Form Sheet E Section 2.6 (Construction period drawdown profile) of Part IV (Form Sheets) of
the RFP.

Each line item of the Project Budget must be presented in US Dollars and Saudi Arabian Riyals,
and expressed in real terms, and allocated between (i) local and foreign components. The
construction costs detailed for the Project (as outlined in items (ii) and (ix) above) must include,
but is not limited to, all costs of design, engineering, procurement, supply, manufacture, factory
testing, transportation to site, erection, installation, permitting, completion, testing and

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commissioning, including all insurances, taxes, levies and duties. For the avoidance of doubt,
the Project Budget should assume the Company is not exempt from Customs Duties.

4.1.1 Development Costs

The Bidder must include in its Bid a detailed breakdown of its own Development Costs (in the
format outlined in Commercial Form Sheet E Section 1.2 (Consolidated Project and O&M
budget - SSTPs and CN) of Part IV (Form Sheets) of the RFP.

Development Costs may include, but are not limited to, costs of advisory services (including
Financing Parties’ due diligence) costs associated with registration, recordation and perfecting
of finance documentation, Financing Parties’ security interests and direct agreements and any
out of pocket expenses incurred by the Bidder up until the time of Financial Closing.
Development Costs shall not include any fee or profit element for the Bidder.

SWPC will have the right to request for all supporting documentation related to the Development
Costs in order to verify such costs.

The Bidder should note that Development Costs are to be capped at the level specified in its
Bid. Any Development Costs in excess of such cap will be borne by the Bidder and shall not be
charged to the Company. The Bidder will not be permitted to recover Development Costs that
the Bidder omitted from or failed to include in Commercial Form Sheet E Section 1.2
(Consolidated Project and O&M budget - SSTPs and CN) of Part IV (Form Sheets) of the RFP
or that are in excess of the cap.

The Bidder is permitted, but not obliged, to include a success fee which, if included, may be
payable following the date of Financial Closing but prior to the PCOD, in accordance with the
Bidder’s Model. Such fee shall be treated as a distribution in the calculation of the equity IRR in
the Bidder’s Model.

As part of their estimate of construction costs, the Bidder may assume a level of contingency
that shall be confirmed by their Financing Parties. In the event that such contingency is not fully
utilised at PCOD, the benefits of such under-spend may be distributed to the Shareholders as a
cost underrun payment. Payment of such cost underrun is subject to capital structure
requirements outlined in Section 4.2.1 (Capital Structure) of this Part I (Instructions to Bidders)
of the RFP.

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The Bidder should note that the reimbursement of Development Costs will not be permitted prior
to Financial Closing and prior to payment of SWPC Development Costs to SWPC.

SWPC requires the Company to pay SWPC a lump sum amount (“SWPC Development
Costs”) to allow SWPC to recoup its Development Costs in tendering and implementing the
Project. These amounts shall be paid upon the earlier of: (a) Financial Closing; (b) first
drawdown under the Equity Bridge Loan; or (c) subscription for any Equity that is more than a
nominal amount of Equity required to establish the Company, in each case within fifteen (15)
Business Days of the date of such drawdown or contribution.

4.1.2 O&M Costs

In accordance with Commercial Form Sheet E Section 1.2.5 (O&M Budget) and 1.2.6 (Major
Maintenance & Replacement Budget) of Part IV (Form Sheets) of the RFP, the Bidder is
required to provide a detailed breakdown of O&M costs over the term of the STCNIA for the
services carried out by any O&M Contractor carrying out such services on behalf of the
Company.

These O&M costs are designed to be a pass-through component of the payment mechanism
and should be categorised as either (i) fixed or variable and (ii) local portion, i.e., indexed to
KSA based inflation rate or foreign portion, i.e., indexed to the US based inflation rate.

Indexation start date, indexation reference date and indexation rate for the Fixed O&M Cost
Recovery Charge and the Variable O&M Cost Recovery Charge should be same as that of the
corresponding assumptions on the fixed O&M costs and variable O&M costs.

The categorisation of such O&M costs into local and foreign portions should form the basis of
the O&M components of the Service Payments proposed by the Bidder in accordance with
Appendix 8 (Calculation of Payment) of the draft STCNIA in Part V (Draft Project Agreements)
of the RFP submitted with its Bid, such that the present value of revenues in relation to local and
foreign O&M costs over the Term of the STCNIA is equal to the present value of corresponding
O&M costs in the Bidders’ Model with each being discounted at a rate of 7.5%.

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4.1.3 Electricity Supply Cost

The electricity price will be the SEC consumption tariff for industrial consumers of electricity in
place for that billing period and will be varied and amended from time to time.

4.2 Financing of Project Costs

4.2.1 Capital Structure

The Total Project Costs set out in Commercial Form Sheet E Section 1.2 (Project and O&M
Budget) of Part IV (Form Sheets) of the RFP shall be funded through a combination of (i) Senior
Debt, and (ii) Equity contributions (including Equity Bridge Loans).

No more than eighty five percent (85%) of the Total Project Cost may be funded by Senior Debt
after making adjustment for success fee and/or cost underrun payment made to shareholders.

No less than sixty five percent (65%) of the Total Project Cost may be funded by Senior Debt.
Inclusion of any junior and/or mezzanine debt into the capital structure of the Project is not
permitted. Any funding of the Total Project Costs by the Successful Bidder shall be without
recourse to SWPC.

Further, Senior Debt raised by Bidders to fund the Total Project Cost should be without any
recourse or with limited recourse to Bidders. No other financing structure in relation to Senior
Debt shall be allowed. In particular, alternative funding structures including EPC deferred credit
facilities are not permitted.

No distributions other than the payments permitted in Section 4.1.1 (Development Costs) in this
Part I (Instructions to Bidders) of the RFP shall be made to the Company’s Shareholders prior to
the date falling three (3) months after Project Commercial Operation Date.

Financing of Collection Network and Plants shall be kept separate in respect of both Equity and
Debt. For the avoidance of doubt, both Debt and Equity financing should be clearly allocated to
either Collection Network or Plants, including separation of Senior Debt finance, Equity finance
and contributions, drawdown profiles, hedging and maximum principal amounts, as set out more
fully in Commercial Form Sheet E of Part IV (Form Sheets) of the RFP.

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4.2.2 Requirements from the Bidder: Equity Finance

The Bidder is required to provide details of equity drawdowns as per Commercial Form Sheet E
Section 2.6 (Construction period drawdown profile) of Part IV (Form Sheets) of the RFP. Equity
shall be contributed in any one of the following forms:

- Share Capital;

- Shareholder Loans; and

- Equity Bridge Loans.

Alternative sources of funding the Equity contributions are not acceptable to SWPC.

Bidders are required to submit an Equity Commitment Letter confirming (i) the commitment of
the Shareholders to infuse the Share Capital and inject Shareholder Loans (as relevant) to fund
the Total Project Cost and (ii) the commitment of the Shareholder to repay the Equity Bridge
Loan on the Equity Injection Date.

The Bidder may propose equity funding debt facilities such as Equity Bridge Loans. If proposed,
such proposal should be accompanied by a Bank Acknowledgment Letter in the form of
Commercial Form Sheet D Section 2 (Bank Acknowledgment Letter for Equity Bridge Loan
Facilities) provided in Part IV (Form Sheets) of the RFP demonstrating in-principle support from
Financing Parties for the full amount of the Equity Bridge Loan funding requirement. Fully
committed Financing Term Sheets will be required to be provided by the Successful Bidder prior
to the Effective Date, and the terms used for the Equity Bridge Loans in the Bidder’s Model
should be consistent with such Financing Term Sheets with respect to fees, interest and tenor.

Financing Term Sheets for Equity Bridge Loans must be separate from the Senior Debt
Financing Term Sheets. Equity Bridge Loans (including any associated hedging exposure)
should be structured as stand-alone facilities without recourse to the Company or to the Project
security.

The sole source of security for the Equity Bridge Loans, and any associated hedging exposure,
must be the supporting Shareholder(s) credit support and/or acceptable Shareholder(s)
procured guarantees and not the Company or its assets.

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Representations, covenants and events of default should be independent of the Senior Debt
and should only reflect the structure outlined above. An event of default under any Equity
Bridge Loan should not trigger a default under the Senior Debt financing agreements. Equity
Bridge Loans shall be denominated in Dollars and/or Saudi Arabian Riyals only.

For the avoidance of doubt, there is no requirement for a minimum projected equity IRR to the
Bidder. The terminal value should not be included in the equity IRR computation presented to
SWPC. The Bidder is also not permitted to assume any extension of the initial term of the
STCNIA as part of its Bid.

The selection of the timing of the Equity Injection Date (repayment date under the EBL), is at the
option of Bidders subject only to (i) Bidders assuming all responsibility for any accountancy or
taxation implications and (ii) repayment in full must occur on or prior to the 5th anniversary of
Scheduled PCOD.

4.2.3 Requirements from the Bidder: Senior Debt Finance

The Senior Debt required to fund the Total Project Costs, as set out below, shall be raised from
one or more of the following sources:

- Conventional and Islamic bank financing from local, regional and international commercial
banks;

- Conventional and Islamic bank financing from local, regional and international multilateral
development banks;

- Conventional and Islamic bank financing from local, regional and international institutional
investors and infrastructure funds2; and

- ECA financing including direct loans and facilities guaranteed or insured by official
government agencies.

2
Where the Bid includes debt from institutional investors and/or infrastructure funds, Bidder should provide confirmation that such
financier has the relevant mandate/approvals/license to provide lending either directly or through its affiliates. Bidder should also
provide references that demonstrate of the proposed institutional investors and/or infrastructure funds have sufficient experience
lending to similar projects and achieving successful financial close of those projects either directly or through their affiliates, as
proposed.

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Alternative sources of funding for the Senior Debt requirement are not acceptable to SWPC.
Senior Debt shall be denominated in Dollars and/or Saudi Arabian Riyals only.

The Bidder must provide a proposed Financing Plan as Commercial Form Sheet D Section 3
(Financing Plan) of Part IV (Form Sheets) of the RFP (the “Financing Plan”), detailing inter alia
proposed sources of debt finance consistent with the assumptions in the Bidder’s Model as
detailed in Section 5 (Bidder’s Model and Form Sheets) of this Part I (Instructions to Bidders) of
the RFP.

The Bidder is reminded that the Service Payments that form part of the Bid are firm and that the
Bidder is fully responsible for delivering, at Financial Closing, one hundred percent (100%) of
the requisite financing, including Senior Debt, at the cost and on the terms submitted in its Bid.
Note that alternative financing proposals are not permitted.

A Bid requiring adjustment to the Charge Rates and CN Annuity for market flex, increased costs
of obtaining further bank commitments or any other incremental costs relating to finance will be
deemed non-compliant.

Each Financing Party is required to complete Commercial Form Sheet D Section 1 (Form of
Bank Acknowledgment Letter for Senior Debt Facilities), Commercial Form Sheet D Section 2 if
appropriate (Form of Bank Acknowledgment Letter for Equity Bridge Loan Facilities) and
Commercial Form Sheet D Section 3 (Financing Plan) of Part IV (Form Sheets) of the RFP as
part of a Bid.

The Bidder must provide its strategy for implementing the Financing Plan and achieving
Financial Closing. This strategy should include (i) details of remaining work prior to the
appointment of Successful Bidder and up to Financial Closing with a timetable of key activities;
(ii) an assessment of the key risks and challenges to achieving Financial Closing; (iii) details of
their swap calculation method for both Senior Debt and Equity Bridge Loans, if used; (iv) details
of the appointment of the lender’s advisors; and (v) an explanation why the Financing Plan is
deliverable for this Project, with reference to precedents (if any) where similar financing plans
have been delivered within the timeframes envisaged by the Implementation Schedule.

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4.2.4 Committed Funding

For each proposed source of Senior Debt finance, SWPC requires that the Bidder provides
credit approved commitments (backed up by supporting Financing Term Sheets) from providers
of Senior Debt finance as part of its Bid in accordance with the following provisions:

- For conventional and/or Islamic bank financing provided by commercial banks and/or
multilateral development banks, and facilities guaranteed by official government agencies
but funded by commercial banks credit approved commitments from these financial
institutions for no less than 50% of the Senior Debt funding requirement, such
commitments collectively being “Committed Funding”, (with the remainder of such
facilities “Uncommitted Funding”);

- The Bidder is not permitted to enter into exclusivity agreements with any Financing Party
and the Bidder should ensure that Financing Parties have the appropriate confidentiality
procedures in place; and

- For Committed Funding, each Financing Party is required to execute Commercial Form
Sheet D Section 1 (Form of Bank Acknowledgement Letter for Senior Debt Facilities) of
Part IV (Form Sheets) of the RFP providing confirmation, inter alia, that (a) the Draft
Project Agreements are acceptable subject only to any issues that are identified in the
mark-ups provided by the Bidder as part of its Bid, (b) the Financing Term Sheet(s)
provided as an attachment to the Bank Acknowledgement Letter has the approval of the
respective Financing Party’s credit authorities and contains all material terms required in
the Financing Documents, (c) in accordance with Section 4.3.1 (Interest Rate Hedging Bid
Assumptions) of this Part I (Instructions to Bidders) of the RFP, the floating rate
assumptions and swap rates used in the Bid have been reviewed and are acceptable and
(d) confirm that a near-final version of the Bidder’s model has been reviewed and the
results are acceptable to it and (e) the credit approval is in place to cover the bid validity
period as specified in Section 8.5 (Validity, Modification and Withdrawal) of this Part I
(Instructions to Bidders) of the RFP.

4.2.5 Uncommitted Funding

Should the Bidder elect to include Uncommitted Funding as part of its Financing Plan, the
Bidder should provide details of its proposed terms for Uncommitted Funding in Commercial

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Form Sheet D Section 3 (Financing Plan) of Part IV (Form Sheets) of the RFP. Such terms must
be on no more favourable terms than for the Committed Funding (except for debt guaranteed,
insured or directly provided by export credit agencies, and/or official government agencies or
debt provided by multilateral development banks, as further detailed below) and must be
consistent with the assumptions in the Bidder’s Model.

The Bidder is encouraged to provide as much detail as possible about the proposed sources of
its Uncommitted Funding in its Bid with supporting liquidity analysis, if applicable.

Bidders should provide details of their proposed terms for Uncommitted Facilities in Commercial
Form Sheet D Section 3 (Financing Plan), which must be on no more favourable terms than for
Committed Facilities and consistent with the assumptions in the Bidder’s Model. Additional
commitments from financing parties in respect of such Uncommitted Facilities must be obtained
prior to signature of the STCNIA. Irrespective of the fact that the risk of increased financing cost
rests solely with the Bidder, in accordance with Section 4.2.10 (Post-Bid Funding) of this Part I
(Instructions to Bidders) of the RFP, SWPC reserves the right during the evaluation to amend or
reject any assumption that it considers to be clearly “out of market”, not credible and/or not
deliverable.

In relation to debt guaranteed, insured or directly provided by export credit agencies and/or
official government agencies or debt provided by multilateral development banks, for these to be
considered Uncommitted Funding and for the Bidder to assume the terms of such facilities in
the Bidder’s Model, the Bidder is required to provide the Financing Term Sheets and main
commercial terms (including margins, fees and tenor), together with preliminary letters of
commitment / letter of support from the relevant government agency(ies) or multilateral
development bank as at the Bid Submission Date. The preliminary letter of commitment / letter
of support described in the paragraph above should set out the level of approval obtained as at
the Bid Submission Date, the level of due diligence undertaken as at the Bid Submission Date,
the term and conditions of the relevant debt facilities, and confirmation of pricing which must
reflect the pricing contained in Bidder’s Model for such debt facilities. The preliminary
commitment letter shall also confirm that (a) the Draft Project Agreements included in Part V
(Draft Project Agreements) of the RFP are acceptable subject only to any issues that are
identified in the mark-ups provided by the Bidder as part of its Bid, (b) confirm that the draft EPC
Term Sheet and draft O&M Term Sheet provided by the Bidder with its Bid are acceptable; (c)

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detail the level of due diligence undertaken; (d) confirm that the Bidder’s Model has been
reviewed and the results are acceptable to it; and (e) confirm that the Bidder’s interest rate and
foreign exchange (where applicable) hedging strategy and the fixed and floating rates assumed
as part of its Bid are acceptable, acknowledged and agreed (as further specified in Section 4.3
(Interest Rate Hedging).

Failure to provide a preliminary letter of commitment / letter of support meeting the requirements
set out above (in particular the main commercial terms) may result in SWPC considering the
Financing Plan not deliverable and reserves the right to reject the assumptions related to these
facilities in this case.

Bidder to note that in case its Proposal relies on debt guaranteed, insured or directly provided
by ECAs and/or official government agencies or debt provided by multilateral development
banks as Uncommitted Funding, the Bidder will be required to demonstrate satisfactory level of
commitment (including confirmation from the ECA, official government agency or multilateral
development bank of the major due diligence aspects) as a condition of the selection of the
Successful Bidder.

To further clarify, the debt guaranteed, insured or directly provided by export credit agencies
and/or official government agencies or debt provided by multilateral development banks cannot
be considered as Committed Funding unless the Bidder fully complies with the requirements
related to Committed Funding for these facilities.

If the Bidder, elects to consider the debt guaranteed, insured or directly provided by export
credit agencies and/or official government agencies or debt provided by multilateral
development banks as Uncommitted Funding and use the commercial assumptions of these
facilities in the Bidder’s Model, the Bidder shall (i) comply with the requirements of this section
of Part I (Instructions to Bidder) of the RFP, and (ii) since these facilities will be considered as
Uncommitted Funding, these cannot represent more than 50% of the Senior Debt funding
requirement (as the Committed Funding must be at least 50% of the Senior Debt funding
requirement) in the Bidder’s Financing Plan and the Bidder’s Model. Bidders should consider
ECA financing pricing assumptions as part of their proposal as Uncommitted Funding based on
the terms that shall be confirmed by the ECA as part of the preliminary letter of commitment /
letter of support, as long as the preliminary letter of commitment / letter of support contains

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adequate confirmation from the ECA of the main commercial terms (including margins, fees and
tenor). However, Bidder to note that in case the bidder assumes debt guaranteed, insured or
directly provided by ECAs, the bidder will be required to demonstrate satisfactory level of
commitment (including confirmation from the ECA on the major due diligence aspects) as a
condition of the selection of the Successful Bidder.

4.2.6 Senior Debt Terms and Conditions

In Commercial Form Sheet D Section 3 (Financing Plan) of Part IV (Form Sheets) of the RFP,
the Bidder should provide details of proposed debt funding for the Total Project Cost (including
cost overruns) set out in Commercial Form Sheet E Section 1.2 (Consolidated Project and O&M
budget - SSTPs and CN) of Part IV (Form Sheets) of the RFP.

As previously stated, the total of Committed Funding and Uncommitted Funding included in the
Financing Plan should equal to at least one hundred percent (100%) of its Senior Debt
requirement.

In order to encourage competitive proposals and to increase liquidity available to all Bidders on
competitive terms, the Bidder is permitted to provide in its Bid a Senior Debt structure
incorporating either full term finance facilities or short-term financing facilities (or a combination
of both), in either case complying with the corresponding provisions set out below.

4.2.7 Proposals funded with full term finance facilities (“Full Term Finance
Facilities”) only

The structure of the Full-Term Finance Facilities is required to comply with the following
provisions:

- Full Term Finance Facilities should not anticipate any refinancing of such facilities;

- Repayment of Full Term Finance Facilities forming either Committed Funding or

Uncommitted Funding shall have quarterly or semi-annual amortization profiles and shall
not include any ‘hard’ mini-perm structures, any form of balloon repayments or equivalent
structures requiring cash sweeps or other reserving mechanisms to amortize fully within
the Term of the STCNIA; and

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- A Bidder incorporating facilities guaranteed and/or insured and/or directly provided by

export credit agencies is required to structure the overall debt repayment schedule to meet
the requirements of the commercial banks whilst adhering to the OECD Consensus
Guidelines. SWPC will allow the Bidder the flexibility (e.g., in repayment structure) to
achieve such integration.

4.2.8 Proposals funded with short term financing facilities (“Short Term Finance
Facilities”) only

The Bidder is permitted to include Senior Debt facilities that anticipate a refinancing of such
facilities after an interim period of successful commercial operation. The structure of Short Term
Finance Facilities must comply with the following provisions:

- the Bidder’s Model should show such Short Term Finance Facilities being refinanced
following PCOD (“Target Refinancing Date”) with the terms of such refinancing facilities
assuming (a) a DSCR at a level no less than 1.20:1 in each calculation period post
refinancing, (b) a final maturity no later than the end of the expiry of the STCNIA by which
time such refinancing facility has been fully repaid without any balloon repayments,
(c) underlying interest rate assumptions as prescribed in Section 4.3 (Interest Rate
Hedging) of this Part I (Instructions to Bidders) of the RFP and (d) a spread (or margin) in
addition to the underlying SOFR or SAIBOR interest rate no less than the highest level of
spread (or margin) applicable to the Short Term Finance Facilities in the period between
PCOD and the Target Refinancing Date plus 50bps;

- for the purposes of limb (d) of the first bullet above, the “spread” shall be defined as the
difference between the total interest rate payable and the underlying SOFR or SAIBOR
interest rate, as applicable, i.e., the margin;

- the Bidder’s Model should assume a debt facility post the Target Refinancing Date that
wholly refinances the initial Senior Debt outstanding as at the Target Refinancing Date
(“Take Out Debt”). The Bidder is allowed to assume a Take Out Debt higher than the
Senior Debt outstanding balance as at the Target Refinancing Date as long as
requirements detailed in the first bullet above are met;

- the Take Out Debt amount cannot exceed the Senior Debt outstanding balance as at
PCOD;

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- failure to refinance the initial Senior Debt facilities by the Target Refinancing Date cannot
be treated as an event of default nor acceleration of the debt under the Financing
Documents. The Bidder should specify in the Financing Term Sheet(s) the lender’s terms
should the target refinancing of the initial Senior Debt not take place by the Target
Refinancing Date. The Financing Parties’ sole remedy should the Short Term Finance
Facilities not be refinanced by the Target Refinancing Date, is the triggering of cash sweep
provisions from the Target Refinancing Date to final maturity and/or an increase in debt
pricing; and

- in its Bidder’s Model, the Bidder is not permitted to assume more than one (1) refinancing
of the Senior Debt.

4.2.9 Proposals that include a combination of Full Term Finance Facilities and
Short Term Finance Facilities

The Bidder is permitted to propose a Financing Plan which incorporates a combination of Full-
Term Finance Facilities and Short-Term Finance Facilities, so long as:

- the terms of each facility adhere to the parameters and conditions as set out above and -

- refinancing of the Short Term Finance Facilities at the Target Refinancing Date with Take
Out Debt does not trigger either a default (whether directly or indirectly through breaching
a DSCR ratio) or mandatory prepayment of the Full Term Finance Facilities (whether
provided by commercial banks or directly by an official government agency and/or an
export credit agency);

- total facilities (both Full Term Finance Facilities and Short-Term Financing Facilities) equal
one hundred percent (100%) of the Senior Debt requirement;

- as above, Bidders are not permitted to assume more than one refinancing of the Senior
Debt; and

- the Financing Parties are required to provide commitments (as outlined above) of both
Full-Term Finance Facilities and/or Short Term Finance Facilities pro rata to the total
amount of commercial bank lending of both Full Term Finance Facilities and/or Short Term
Finance Facilities as specified in the Financing Plan.

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4.2.10 Post-Bid Funding

Following the selection of the Shortlisted Bidders, the Successful Bidder shall immediately
commence the task of obtaining commitments, in the form of final credit approved Financing
Term Sheets from all providers of Uncommitted Funding, so that one hundred percent (100%) of
the Successful Bidder’s Financing Plan is committed prior to the Effective Date.

In the event that the pricing of Committed Funding and Uncommitted Funding following the
conclusion of any post-Bid funding competition is greater than in the Bid, the Bidder will take the
full financial impact (i.e., through a lower projected equity IRR than that included in the Bid)
associated with such market deterioration.

For the avoidance of doubt, SWPC will not consider any increase in the Charge Rates and CN
Annuity from those included in the Bid to compensate and/or hold harmless the Bidder from
increased costs associated with any deterioration in the price or terms and conditions offered by
financial institutions in relation to the Financing Plan.

4.3 Interest Rate Hedging

The Bidder must clearly set out their underlying interest rate hedging strategy in its Bid, showing
the percentage of hedging, duration of aforementioned hedges and products proposed.

The Bidder should note that should its Bid incorporate Short Term Finance Facilities, the Bidder
must explain its risk management strategy, to minimise the risk of increased underlying interest
rates following the Target Refinancing Date as defined in Section 4.2.6 (Senior Debt Terms and
Conditions) of this Part I (Instructions to Bidders) of the RFP.

The Bidder should note that the quality and completeness of the Bidder’s analysis in this regard,
as laid out in Commercial Form Sheet D Section 3, will form a critical part of SWPC’s evaluation
of the deliverability of the Bid.

4.3.1 Interest Rate Hedging Bid Assumptions

The Bidder is required to complete Commercial Form Sheet E Section 2.4.1 and 2.4.2 (Notional
Profiles – SSTP and Notional Profiles – CN, respectively) of Part IV (Form Sheets) of the RFP,
in which the Bidder should input the drawdown and repayment profiles of all facilities, the

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proposed level of hedging (to be consistent with minimum hedging requirements in the
Financing Term Sheets) and assumed floating interest rate assumptions.

The Bidder should also state all interest rates assumed in the Bidder’s Model in Commercial
Form Sheet E Section 2.2 (Debt Financing) and Section 2.3 (Equity Financing) of Part IV (Form
Sheets) of the RFP.

For fixed rate facilities (for example certain direct loans from official government agencies), the
assumed fixed rate shall be based on the forward rates applicable on 2 October 2023.

For amounts assumed to be hedged at Financial Closing, the Bidder should obtain a mid-market
underlying interest rate hedging indication supplied by one or more of the bank’s supporting the
financing, based on the Senior Debt and EBL profiles of the financing bid, and utilising the end-
of-day forward rates on the 2 October 2023, or notified by way of Addendum. The Bidder should
clearly indicate in Commercial Form Sheet E Section 2.4.1 and 2.4.2 (Notional Profiles – SSTP
and Notional Profiles – CN, respectively) the debt profiles and roll over dates assumed and
provide the aforementioned end-of-day forward rates. Additionally, and separately the Bidder
must identify any associated market, liquidity and credit spreads (including any execution
spreads) for both Senior Debt and Equity Bridge Loan, if used. The swap rates, credit spreads
(including any execution spreads) and margins must be input into Commercial Form Sheet E
Section 2.4.1 and 2.4.2 (Notional Profiles – SSTP and Notional Profiles – CN, respectively) of
Part IV (Form Sheets) of the RFP.

Where the Bidder has failed to fully identify the market and credit spreads in its swap rates
(including any execution spreads) indications in the Bid, SWPC reserves the right to assume
that the required spreads are zero, and such assumption shall be made for any Charge Rate
and CN Annuity adjustment as set out in Section 4.3.3 (Adjustment to Charge Rates and CN
Annuity) of this Part I (Instructions to Bidders) of the RFP.

The Bidder should note that SWPC will not absorb such credit spreads (including any execution
spreads) and margins through the mechanism for final adjustment of the Charge Rates and CN
Annuity described in Section 4.3.3 (Adjustment to Charge Rates and CN Annuity) of this Part I
(Instructions to Bidders) of the RFP.

For amounts assumed to be unhedged as at Financial Closing, the Bidder must identify the
applicable floating rate assumptions in Commercial Form Sheet E Section 2.2 (Debt Financing)

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and Commercial Form Sheet E Section 2.3 (Equity Financing) which must be consistent with the
Financing Term Sheet(s) provided as an attachment to Commercial Form Sheet D Section 1
(Bank Acknowledgement Letter for Senior Debt Facilities) of the RFP. The Bidder must provide
a brief explanation and justification of the rates used, noting whether such rates are based on a
fixed assumption, or by reference to a benchmark rate.

Floating rate assumptions based on underlying interest rates must be consistent with the
reference rates provided in Commercial Form Sheet E Section 2.4.1 and 2.4.2 (Notional Profiles
– SSTP and Notional Profiles – CN, respectively) of Part IV (Form Sheets) of the RFP.

SWPC reserves the right to validate the interest rate assumptions provided by the Bidder and to
request further justification of the assumptions used from the Bidder. If the explanation is not
regarded as satisfactory, in SWPC’s sole discretion, then SWPC reserves the right to request
the Bidder to input appropriate assumptions into the Bidder’s Model without any adjustments to
the Charge Rates and CN Annuity.

The Bid shall include written confirmation from the Financing Parties in Commercial Form Sheet
D Section 1 (Form of Bank Acknowledgement Letter for Senior Debt Facilities) of Part IV (Form
Sheets) of the RFP that the interest rate hedging strategy and the floating interest rate
assumptions used are acceptable to them and were acknowledged and agreed by them in
providing their Financing Term Sheet(s).

4.3.2 Foreign Exchange Rate Bid Assumptions

The Bidder is required to provide a firm price for the Project EPC Contract in USD and/or SAR,
irrespective of whether contractors, vendors or suppliers charge part of or all of plant, equipment
or services in a currency other than USD or SAR.

The Bidder shall ensure that its construction, operation and financing costs are in USD or SAR.
The Charge Rates and CN Annuity currency split shall be sized accordingly to ensure that the
Company is not bearing any foreign exchange risk.

4.3.3 Adjustment to Charge Rates and CN Annuity

The Bidder is required to hedge the interest rate exposure on a non-recourse basis, in
accordance with the hedging strategy agreed with its Financing Parties. All hedges will be

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executed on a competitive basis, in a manner and with market counterparties, agreed and
approved by SWPC. SWPC at its sole discretion may appoint an independent third-party market
hedge coordinator and/ or provider for execution of hedges.

Between the Bid Submission Date and the date of the hedge execution, SWPC will bear the risk
of changes in underlying interest rates (i.e., SOFR and SAIBOR) (only when these have been
based on end-of-day forward rates of 2 October 2023) for both Senior Debt and Equity Bridge
Loan. On the date of hedge execution, at or before Financial Closing, the following adjustments
shall be allowed:

- the reference floating rates (only when these have been based on end-of-day forward
rates of 2 October 2023) used in the Bid using Commercial Form Sheet E Section 2.4.1
and 2.4.2 (Notional Profiles – SSTP and Notional Profiles – CN, respectively), all as
agreed by SWPC following any clarifications, shall be revised based on the prevailing mid-
market forward rates as on the date of hedge execution. For avoidance of doubt, the
methodology for calculating the floating rates (starting from the forward rates) on the date
of hedge execution shall be same as the methodology adopted by Bidder to calculate
floating rates based on end-of-day forward rates of 2 October 2023 (as specified in Section
4.3.1) used in Bid; and

- the swap rates used in the Bid using Commercial Form Sheet E Section 2.4.1 and 2.4.2
(Notional Profiles – SSTP and Notional Profiles – CN, respectively) (excluding any credit
spreads and margins), all as agreed by SWPC following any clarifications, will be revised
using the prevailing mid-market swap rates (net of credit spreads and market spreads)
achieved through a competitive tender process as agreed with SWPC on the date of the
hedge execution, as specified in the final trade confirmations, and these will be input to
the Bidder’s Model. For avoidance of doubt, the swap placement approach on the date of
hedge execution shall be same as the methodology adopted by Bidder to fix the swap
rates based on end-of-day forward rates of 2 October 2023 (as specified in Section 4.3.1)
used in Bid.

For the avoidance of doubt, there shall be no adjustment in the Charge Rates or CN Annuity to
reflect changes in the hedging strategy. There will also be no adjustment for any change in

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hedging costs charged by the hedge providers (including market and credit spreads) in excess
of those assumed in the Bidder’s Model at Bid Submission Date, or following any clarification.

The Capital Cost Recovery Charge Rate (and consequently the Service Payments), CN Annuity
and the Bidder’s Model (including Appendix 11 (Maximum Principal Amount) of the STCNIA) will
then be adjusted, so as to place the Company in the same relative financial position after the
adjustment and revision in interest rates as it was prior to the revision based on minimum and
average DSCR and equity IRR.

For the avoidance of doubt, there shall be no Charge Rate or CN Annuity adjustment in relation
to any foreign exchange rate risk associated with the EPC Contract, other construction costs,
the O&M Contract, macroeconomic variables or any changes in margins.

Where Bidders have failed to fully identify the market and credit spreads in their swap rate
(including any execution spreads) indications supporting the tender, SWPC reserves the right to
assume the required spreads are zero, before making the adjustment.

4.4 Negotiations with Financing Parties

Following notification of shortlisting to each of the Shortlisted Bidders as set forth in Section 9.7
(Notification of Selection) of this Part I (Instructions to Bidders) of the RFP, responsibility for
negotiating the financing terms, conditions and documentation with the Financing Parties and its
advisors, remains solely that of the Bidder (if designated a Shortlisted Bidder), although SWPC
reserves the right to comment upon (through the Bidder), and to approve, the Financing
Documents prior to execution thereof.

4.5 Exclusivity
As detailed in Section 4.2.4 (Committed Funding) of this Part I (Instructions to Bidders) of the
RFP, the Bidder is not permitted to enter into exclusivity arrangements with their supporting
Financing Parties.

However, in accordance with each Bidder’s Letter of Conveyance (Legal Form Sheet A), each
Bidder expressly agrees to release its financing parties from their obligations under their
respective commitment letter if such Bidder is not selected by SWPC as a Shortlisted Bidder.

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Failure to release such financing parties from such obligations may lead to that Bidder forfeiting
its Bid Bond.

4.6 Refinancing of CN
After PCOD has been reached, SWPC will allow the Project Company to refinance the
Collection Network (CN) that has passed its defect liability period. The Project Company will be
able to dispose of the related CN Annuity revenue stream assigning it to the acquiring party, to
whom SWPC then pay the CN Annuity post assignment. The Project Company will be able to
refinance both debt and equity to the value of the consideration paid (less any taxes and levies
due from the transaction) for the assigned revenue stream. Refinancing may be used to pay
down senior debt as well as return equity to the shareholders.

SWPC will provided the Company flexibility in how the CN is refinanced post the defects liability
period. Alternative financing structures and sources of funding will be considered by SWPC, and
SWPC will enter into good faith discussions in this regard, provided the Project Agreement
principles relating to refinancing are respected in such circumstances.

The Bidder should note that the following conditions that shall apply to the CN refinancing:

- The transaction may not increase gearing; and

- Project Development Agreement shall be fully complied with.

For the avoidance of doubt, please note the following:

- refinancing of the CN as set out above should not be incorporated in the Bidder’s proposal
and financing plan in its Bid Submission; and

- assumptions related to Short Term Finance Facilities and Take Out Debt set out in Section
4.2.8 (Proposals funded with short term financing facilities only) and Section 4.2.9
(Proposals that include a combination of Full Term Finance Facilities and Short Term
Finance Facilities) above shall be applied in the Bid Submission.

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5 Bidder's Model and Form Sheets

5.1 General
The Bidder must submit a financial model (the “Bidder’s Model”) on a USB drive which must be
in a single file and fully compatible with Microsoft Excel 2010. A Bidder’s Model not compatible
with Microsoft Excel 2010 will not be accepted. The Bidder’s Model must be capable of
performing all calculations required by the RFP.

The assumptions used in the Bidder’s Model must be consistent with all the technical
information, cost estimates and financial assumptions, workings and outputs stated in the Form
Sheets, and take into account the provisions of:

- The draft STCNIA, in particular, the Service Payments, the CN Annuity and calculations
contained within Appendix 8 (Calculation of Payments);

- the draft STCNIA, in particular the SWPC Development Costs;

- the electricity supply cost assumptions provided in Section 9.5.2 (Assumptions for
Calculations of Required Values);

- the charges and fees payable to SEC;

- The draft EPC Contract (including the signed EPC Term Sheet(s));

- The signed O&M Term Sheet;

- The terms and conditions of the Committed Funding and Uncommitted Funding, as
evidenced by the Bank Acknowledgement Letter, accompanying Financing Term Sheet
and Commercial Form Sheet D Section 1, Section 2 and Section 3; and

- The macroeconomic assumptions set out in Section 9.5.2 (Assumptions for Calculations
of Required Values) of this Part I (Instructions to Bidders) of the RFP.

The Bidder’s Model should contain multiple worksheets, which should contain all the
calculations required to produce Commercial Form Sheet E Section 1.0 to 1.3, 2.1 to 2.8 and
3.1 to 3.4. The format of these calculations (and results) should be consistent with that of the
individual Form Sheets contained in Part IV (Form Sheets) of the RFP.

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The Commercial Form Sheet E Section 1, Section 2 and Section 3 should be an integral part of
the Bidder’s Model and should be constructed so that any change in the underlying assumptions
of the Bidder’s Model is automatically reflected in the Commercial Form Sheet E Section 1,
Section 2 and Section 3. Commercial Form Sheet E Sections 1.0 to 1.3, 2.1 to 2.8 and 3.1 to
3.4 are included in Part IV (Form Sheets) of the RFP.

Should the Bidder wish to make any changes to the Form Sheets, it is required to submit a
request for clarification. Any such change to a Form Sheet shall require SWPC’s prior approval.

The Bidder should ensure that all cells within the above Form Sheets that are coloured yellow
are correctly linked to the Bidder’s Model.

The Bidder’s Model must be constructed in SAR (calculations for construction, operations,
financing, accounting, tax, financial statements etc.) with a USD summary sheet. The
wastewater treatment input/output and capacities in the Bidder’s Model must be expressed in
m3 and m3/d.

The Bidder must provide a letter from a recognised financial model auditor as part of its Bid,
which certifies that the Bidder’s Model has been audited and that all calculations are correct and
are compliant with applicable accounting and tax regulations. The recognised financial model
auditor is to be engaged by the Bidder, at its own cost. The detailed scope of work and findings
raised must be provided. This audit letter must be based on the financial model effectively
submitted on the Bid Submission Date as part of Bidder’s Proposal, and not on an earlier,
outdated and unsubmitted version of the Financial Model, which in any case may render the bid
non-compliant.

5.2 Timing
The Bidder’s Model should be structured in such a way that the financial projections are shown
on a monthly basis up to PCOD.

After PCOD, forecasts should be made on a quarterly basis with modelling periods set such that
the first day of each Contract Year falls on the first day of a modelling period.

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The Bidder’s Model should aggregate (without the use of the Excel OFFSET function) the
monthly projections (i.e., those up to PCOD) into quarterly groupings such that all of the
Bidder’s Model projections are presented on a quarterly basis.

Please refer to Commercial Form Sheet E Section 1.0 for the Bidder’s Model starting date.

5.3 Assumptions and User Book

The Bidder shall supply detailed operating instructions and a detailed summary of the
assumptions used in the Bidder’s Model (the “Model Book”).

The operating instructions should include a summary of the layout of the Bidder’s Model and
describe the function and usage of any complicated features (such as calculation macros,
complex formulae, instructions for running sensitivities and, where applicable, instructions on
how to switch between different cases saved within the model). These operating instructions
should describe in detail the procedure for resolving the Bidder’s Model when undergoing a
change in assumptions and how to run the sensitivities specified in the relevant section below.

The Model Book must show in detail all relevant cost, technical, financial, macroeconomic, tax
and accounting assumptions including, where appropriate, support of explanation for such
assumptions, including all information required by Commercial Form Sheet D Section 5 (Model
Book Requirements). The Model Book should also contain references to the assumptions sheet
in the Financial Model. The Model Book should also include an explanation of how interest rate
and exchange rates have been used in the model, a definition of how the financial ratios are
calculated (which must be consistent with the Financing Term Sheet(s)) and an overview of the
assumptions used in relation to tax and accounting.

The Bidder’s Model is required to adhere to best practice standards, which must include, but are
not limited to the following matters.

5.3.1 Efficiency and accuracy

- Use of logical operators instead of complex nested IF functions. Formulae should be

broken down into simple steps making them easy to follow;

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- No “hard coding” except in input schedules or where such hard coding is exceptionally
clear and in formulae requiring a transformation in units. For example, dividing a figure by
24 to obtain a rate per hour from a rate per day;

- Clear distinction (colour coding) between input, output and backing (calculation)
schedules;

- All formulae / calculation rows need to be clearly labelled;

- No circular referencing paths; and

- No links to external data (i.e., other workbooks, files).

5.3.2 Consistency

- No change of formulae across columns (calculations should flow down and to the right);

- Consistent formatting;

- Columns to be consistent with respect to project periods from sheet to sheet; and

- Columns to be internally consistent within a row with respect to either monthly or quarterly
periodicity.

5.3.3 Flexibility

- Ability to run sensitivities as requested below;

- Ability to update economic or technical assumptions without detailed recoding; and

- Not operated on a “black box” principle (e.g., with overly complex calculation macros).

5.3.4 Ease of audit

- Use of detailed notes where appropriate (for example to explain complex formulae);

- Break down of complex formulae into several discrete calculations over several rows so
that they can be followed logically on screen or on paper;

- No feedback from output or calculation schedules into input schedules;

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- Input cells differentiated from calculation and output cells (for example through differing
font colours);

- Macros only to be used where strictly necessary for the avoidance of circularities and to
be as simple as possible with all cells used in macros being clearly delineated;

- Each macro required for operation of the Bidder’s Model (including debt resizing and
optimisation) must be included with the Bidder’s Model in a format compatible with
Microsoft Excel 2010 and should contain detailed comments within each macro describing
the actions of each line of code or group of lines of code. The names of such macros
should be descriptive. All macros should be described in detail in the Model Book;

- Cells that import data from other sheets or calculations should not themselves include
calculations;

- Cells that feed the financial statements should be highlighted;

- Financial statements should not include formulae other than mathematical signs;

- Worksheets containing key input, output and financial statements should be set up to print
clearly and legibly on A4 sized paper; and

- The model, together with all sheets and cells within the model shall be unlocked and model
functions, formulae and linkages shall be operational. No part of the model, including
macros, should be password protected (unless the password is clearly provided for each
level of protection), nor shall any sheets, rows, columns or cells which contain inputs or
calculations used in the model be hidden away from view in any way.

5.3.5 User-friendliness

- Simple on-screen notes/ instructions;

- Adherence to international accounting standards for financial statements;

- No workbook, worksheet or visual basic module level password or time lock protection;

- The Bidder’s Model should include a scenario control sheet and a summary sheet, where
applicable; and

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- Include a glossary sheet that comprises the definitions/abbreviations of key terms used in
the financial model.

5.4 Required Outputs

Financial projections for the Bidder’s Model must include, as a minimum, the following items in
addition to those required for the Commercial Form Sheet E Section 1, Section 2 and Section 3:

- Cash flow statement;

- Profit and loss account;

- Balance sheet;

- Breakdown of operating costs;

- Detailed sources and uses of funds;

- Calculation of Service Payments;

- Funding schedules for each form of finance setting out drawdown, repayment amounts,
interest payments, distributions and timing;

- Schedule of equity rate of return as detailed in Section 5.5 (Required Returns Analysis);

- Calculation to illustrate the level of indexation to be applied to the local and foreign portion
of the Capacity Payment and the Output Payment (as applicable) for currency exchange
rate fluctuation in accordance with the provisions in the Section 12 (General) of Appendix
8 (Calculation of Payment) of the STCNIA;

- All calculations required in accordance with the finance documents, including, but not
limited to, the Annual Debt Service Cover Ratio (for each period for each facility and in
aggregate with minimum and average ratios) and Debt Service Reserve Account; and

- A summary of other key outputs.

The required outputs shall be shown in both USD and SAR and shall be shown for the Plants,
Collection Network and the Project.

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5.5 Required Returns Analysis

The Bidder’s Model should, at a minimum, clearly show the following calculations of internal
rates of return (“IRR”) for the Plants, Collection Network and the Project:

- The Project IRR; and

- Each Consortium Member equity IRR;

The equity IRR calculations above should be calculated:

- at the Company level;

- on a monthly basis prior to PCOD and quarterly/semi-annually thereafter;

- both on a nominal and real basis;

- pre and post the payment of shareholder taxes and zakat; and

- the rate shall not be modified to reflect a reinvestment rate.

The equity IRR calculations above must:

- base the distributions on the cash flows available for distribution from the Service
Payments and CN Annuity;

- include the success fee (if any); and

- not include any fee or distribution relating to unspent contingencies or cost underrun.

5.6 Required Sensitivities

The Bidder’s Model should allow the following sensitivities to be tested, within reasonable
bounds:

- Correction Factor 60% – 80% Case (with the exception of Flow (Q));

- EPC cost overruns by 10%;

- O&M cost overruns by 10%;

- Increase/decrease in inflation by 100 bps;

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- Increase/decrease in inflation by 200 bps;

- Increase in floating interest rates by 100 bps;

- Increase in floating interest rates by 200 bps;

- Deterioration in refinancing terms of Short Term Financing Facilities 100bps;

- Deterioration in refinancing terms of Short Term Financing Facilities 200bps;

- Change in USD/SAR exchange rates by 10%;

- Increase/ decrease in the Electricity Price by 10%;

- Changes in specific power consumption;

- Delays in construction by 3 and 6 months on all clusters;

- Delay in take-out of Short-Term Finance Facilities by 12 months;

- Reduction in availability by 5%; and

- Reduction in capacity by 5%.

5.7 Evaluation
As part of its evaluation process, SWPC will use its own evaluation model. The analysis to be
performed by SWPC upon the Bidder’s Model will be supplementary to that conducted through
SWPC’s own evaluation model and SWPC may submit requests for clarification to resolve any
discrepancies in results between the Bidder’s Model and SWPC’s evaluation model.

5.7.1 Form Sheet Requirements

The following is an overview of the individual Form Sheets required to be completed as part of
the Bid’s financial submissions:

- Commercial Form Sheet E Section 1.0: General Assumptions;

- Commercial Form Sheet E Section 1.1: LC & Tariff;

- Commercial Form Sheets E Section 1.2: Consolidated Project and O&M budget - SSTPs
and CN;

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- Commercial Form Sheets E Section 1.2.1: EPC Budget - CN;

- Commercial Form Sheets E Section 1.2.2: EPC Technical Cost Items (CN);

- Commercial Form Sheets E Section 1.2.3: EPC Budget - SSTPs;

- Commercial Form Sheets E Section 1.2.4: EPC Technical Cost Items (SSTP);

- Commercial Form Sheets E Section 1.2.5: O&M Budget;

- Commercial Form Sheets E Section 1.2.6: Major Maintenance & Replacement Budget;

- Commercial Form Sheets E Section 1.2.7: CN Routing Change Pricing;

- Commercial Form Sheet E Section 1.3: Correction Factors;

- Commercial Form Sheet E Section 2.1: Sources and Uses of funds;

- Commercial Form Sheet E Section 2.2: Debt Financing. The information should match
Commercial Form Sheet D Section 1, Section 2 and Section 3;

- Commercial Form Sheet E Section 2.3: Equity Financing. The information should match
Commercial Form Sheet D Section 1, Section 2 and Section 3;

- Commercial Form Sheet E Section 2.4.1: Notional Profiles - SSTP;

- Commercial Form Sheet E Section 2.4.2: Notional Profiles - CN;

- Commercial Form Sheet E Section 2.5: DSCR Calculation;

- Commercial Form Sheet E Section 2.6: Construction Period Drawdown Profile.

Construction drawdowns should match the sum of Debt and Equity Injection;

- Commercial Form Sheet E Section 2.7: Details of Cost Overrun Funding;

- Commercial Form Sheet E Section 2.8: Financial and Economic Assumptions;

- Commercial Form Sheet E Section 3.1: Levelized Charge;

- Commercial Form Sheet E Section 3.2: Outstanding Amount of Debt;

- Commercial Form Sheet E Section 3.3: Equity Committed for SSTP and CN;

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- Commercial Form Sheet E Section 3.4: Attributable Amounts of Senior Creditor Claims
for SSTP and CN;

- Commercial Form Sheet D Section 1: Bank Acknowledgement Letters for Senior Debt
Facility. This must be completed by each Financing Party providing committed debt
facilities. Each such Financing Party must confirm, among other things:

o that all material issues relating to the Draft Project Agreements are identified in the
mark-ups provided as part of the Bid;

o the Financing Term Sheet contains all required material terms required by such
Financing Party;

o it has reviewed the Bidder’s proposed Financing Plan (Commercial Form Sheet D
Section 3) and confirmed its view of the feasibility of such plan;

o it has reviewed the Bidder’s interest rate assumptions (swap rates and floating rates)
and hedging policy and agrees with them; and

o it is committed (subject to the terms and conditions outlined within the relevant Form
Sheets) to provide debt finance to the Company.

- Commercial Form Sheet D Section 2: Bank Acknowledgement Letters for Equity Bridge
Loan;

- Commercial Form Sheet D Section 3: Financing Plan;

- Commercial Form Sheet D Section 4: Commercial Insurance; and

- Commercial Form Sheet D Section 5: Model Book Requirements.

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6 Payment Structure

6.1 Introduction
The payment structure for the Plants is divided into three (3) parts – Capacity Payments, Output
Payments and Supplemental Payments, which in combination determine the Service Payments.
The payment structure for Collection Network will only have a single fixed CN Annuity.

The Service Payments will be subject to deductions, which include Capacity Payment
Deductions, Environmental Deductions and Additional Deductions. There will be no deductions
on the CN Annuity for the Collection Network.

Bidder to note that the Company will not receive any additional payments in relation to the
dewatered beneficial sludge dispatched from the Project. As such, the Bidder’s Model shall not
consider any revenues from dewatered beneficial sludge.

The payment structure is described in more detail below and the relevant formulae are given in
full in Appendix 8 of the STCNIA provided in Part V (Draft Project Agreements) of this RFP.

The Bidder must include the Charge Rates to be included in Appendix 8 of the STCNIA
provided in Part V (Draft Project Agreements) of this RFP.

6.2 Payments
SWPC will make the following payments to the Company:

6.2.1 Plants

Capacity Payments:

In respect of the Plant Dependable Treatment Capacity;

Output Payments:

In respect of the Total Plant Output delivered from the Plant in accordance with the Technical
Specifications outlined in the STCNIA; and

Supplemental Payments:

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In respect of expenses incurred in relation to back-up electricity.

Service Provider License fees.

6.2.2 Collection Network

CN Annuity:

In respect of the fully constructed and handed over Collection Network.

6.2.3 Capacity Payments

The Capacity Payments are made up of the following components:

Component A:

Capital Cost Recovery Payments in respect of the capital cost of the Plants (Senior Debt
service, distributions to Shareholders and taxes, levies and duties incurred); and

Component B:

Fixed O&M Cost Recovery Payments in respect of the fixed O&M cost of the Plants.

The above components are defined in Appendix 8 (Calculation of Payment) of the STCNIA
provided in Part V (Draft Project Agreements) of the RFP. The Capacity Payments are subject
to deduction regime as defined in Appendix 8 (Calculation of Payment) of the STCNIA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP.

6.2.4 Output Payments

The Output Payments are made up of the following components:

Component C:

Electricity Consumption Recovery Payments in respect of the electricity consumption of the

Plants; and

Component D:

Variable O&M Cost Recovery Payments in respect of variable O&M costs of the Plants.

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The above components are defined in Appendix 8 (Calculation of Payment) of the STCNIA
provided in Part V (Draft Project Agreements) of the RFP.

6.2.5 Supplemental Payments

The Supplemental Payments are paid in respect of “Back-up Electricity”, i.e., the payment to
compensate for the fuel cost of using back-up electricity. Additionally, Service Provider License
fees are accommodated in Supplemental Payments. License fees paid by the Company shall be
compensated through the Supplemental Payments.

The corresponding figures and other conditions for the calculation of Supplemental Payments
are specified in Appendix 8 (Calculation of Payment) of the STCNIA, a draft of which is included
in Part V (Draft Project Agreements) of the RFP.

6.2.6 Environmental Deductions

The Company will be liable for deductions for Environmental Persistent Breach Events.

Persistent breach in relation to noise:

Deductions for noise levels being over the permitted threshold for a sustained period of time.

Persistent breach in relation to odour:

Deductions for odour levels being over the permitted threshold for a sustained period of time.

Persistent breach in relation to by-products:

Deductions for by-products outside of permitted specifications for sludge, screenings and grit as
per the requirements of Appendix 1 (Technical Specification and Design Basis) of the STCNIA,
a draft of which is included in Part V (Draft Project Agreements) of the RFP.

The corresponding figures and other conditions for the calculation of Environmental deductions
are specified in Appendix 8 (Calculation of Payment) of the STCNIA, a draft of which is included
in Part V (Draft Project Agreements) of the RFP.

It should be noted that the Company will have to comply with additional environmental
requirements from NCEC for which there may also be financial penalties.

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6.2.7 Additional Deductions

The Company will be liable for deductions for Additional Deductions.

- An Additional Deduction will be incurred by the Company in the event that Influent is
discharged through a By-Pass Outflow without treatment. As outlined in Appendix 8
(Calculation of Payment) of the STCNIA this will be a single deduction applied in the event
of any discharge; and

- If, during a Back-up Electricity test event the Back-up Electricity is shown to not be
available, the Company shall continue to test the supply of Back-up Electricity until it
successfully operates the Plants on Back-up Electricity for not less than four (4) hours.
Following a 48 hour grace period for achieving the successful completion of the test a
fixed deduction amount shall apply.

The corresponding figures and other conditions for the calculation of Additional Deductions are
specified in Appendix 8 (Calculation of Payment) of the draft STCNIA, a draft of which is
included in Part V (Draft Project Agreements) of the RFP.

6.2.8 CN Annuity

Capital Cost Recovery Payments in respect of the capital cost of the Collection Network (Senior
Debt service, distributions to Shareholders and taxes, levies and duties incurred).

The above component is defined in Appendix 8 (Calculation of Payment) of the STCNIA

provided in Part V (Draft Project Agreements) of the RFP. The CN Annuity payments are not
subject to any deductions.

6.3 Price Indexation

As shown in the table below, specific components of the Capacity Payments, Output Payments
and CN Annuity are subject to indexation under the STCNIA provided in Part V (Draft Project
Agreements) of the RFP. Such indexation is designed to protect the Company from unexpected
price movements over the term of the STCNIA, a draft of which is included in Part V (Draft
Project Agreements) of the RFP.

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The Bidder is required to propose a percentage of each of the relevant Charge Rates and CN
Annuity to be designated as either foreign portions or local portions. The percentage will remain
constant throughout the term of the STCNIA, a draft of which is included in Part V (Draft Project
Agreements) of the RFP.

The methodology to be used to determine the Levelized Charge will be based on calculating the
net present value using a 7.5% nominal discount rate in respect of both the foreign and the local
portion of the Service Payment.

The following components shall be subject to indexation as shown below:

Table 7 - Components Indexation

USD:SAR US Saudi Arabian Electricity Price
exchange rate inflation inflation escalation
Component A
Foreign Portion Indexation - - -
Local Portion - - - -
Component B
Foreign Portion Indexation Indexation - -
Local Portion - - Indexation -
Component C - - - Indexation

Component D
Foreign Portion Indexation Indexation - -
Local Portion - - Indexation -
CN Annuity
Foreign Portion Indexation - - -
Local Portion - - - -

The Bidder shall note that no exchange rate indexation will be available, other than for the
USD/SAR exchange rate.

Further detail on the indexation mechanism is included in Appendix 8 (Calculation of Payment)

of the STCNIA provided in Part V (Draft Project Agreements) of the RFP.

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6.4 Calculation of Payments

In addition to calculating the Charge Rates and CN Annuity to be inserted in the STCNIA, the
Bidder is required to calculate the Levelized Charge as per Commercial Form Sheet E Section
3.1 of Part IV (Form Sheets) of the RFP. These calculations will be derived from:

- the payment calculation formulae detailed in Appendix 8 (Calculation of Payment) of the

STCNIA provided in Part V (Draft Project Agreements) of the RFP;

- the Bidder’s proposed Charge Rates as set out in Appendix 8 (Calculation of Payment) of
the STCNIA provided in Part V (Draft Project Agreements) of the RFP;

- the Bidder’s proposed CN Annuity as set out in Appendix 8 (Calculation of Payment) of

the STCNIA provided in Part V (Draft Project Agreements) of the RFP;

- the Bidder’s proposed parameters to be contracted as part of Appendix 8 (Calculation of

Payment) of the STCNIA provided in Part V (Draft Project Agreements) of the RFP; and

- the macroeconomic assumptions as stated in Section 9.5.2 (Assumptions for Calculations

of Required Values) of this Part I (Instructions to Bidders) of the RFP.

6.5 Calculation of Payments

The Company will be required to submit its Invoices in accordance with the provisions of
Appendix 9 (Invoicing and Payment Procedures) of the STCNIA.

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7 Other Commercial Requirements

7.1 Notice of Intention to Bid

The Bidder must notify SWPC, in writing, of its intention to bid and the proposed composition of
its Consortium (if applicable) by submitting a Letter of Intention no later than 27 July 2023, a
form of which is provided in Legal Form Sheet B Section 2.

Any proposed changes to the Consortium structure or Consortium Members are subject to
Section 7.3 (Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid
Submission Date) of this Part I (Instructions to Bidders) of the RFP.

The submission of a Letter of Intention is mandatory and failure to submit by the specified
deadline may rule the Bidder ineligible to submit a Bid.

7.2 Legal Form of the Bidder

The Bidder, and if the Bidder is a Consortium, each Consortium Member, must be a business
entity duly organised, existing and registered and in good standing under the laws of its country
of domicile.

The Bidder must have been issued with an NPQ, and in the case of a Consortium, the
Consortium structure must be in accordance with the terms of the NPQ.

As part of its Bid, the Bidder must furnish evidence of its legal structure and, in the case of a
Consortium, information with respect to: (a) the legal relationship among the Consortium
Members, and (b) the role and responsibility of each Consortium Member, including:

- A certified copy of the complete joint venture or consortium agreement, signed by each
Consortium Member; and

- Power(s) of attorney authorising the execution of such agreement, which must be

authenticated by the consular authorities outside of KSA and the necessary authorities
within KSA.

In the case of a Consortium:

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- the Bidder must nominate a Lead Member as its main point of contact and manager of
that Consortium. The Lead Member shall:

o have received an NPQ authorising it to act as Lead Member;

o be authorised to act, and receive instructions, on behalf of the Consortium either within
the joint venture or consortium agreement or otherwise, and evidence of such
authorisation must be included as part of the Bid; and

o take the lead in the Bid preparation and, if selected as a Shortlisted Bidder, negotiation
of the Draft Project Agreements.

- In circumstances where the Lead Member does not qualify as a Technical Member then
the Bidder must nominate a Technical Member; a Technical Member shall:

o have received an NPQ authorising it to act in such capacity; and

o be responsible for providing technical expertise and knowledge on behalf of the Bidder
for the Project.

The Lead Member may be the same party as the Technical Member. If the Lead Member is the
same party as the Technical Member, it must have received an NPQ from SWPC recognising its
standing as both the Lead Member and the Technical Member.

If the Lead Member has not received an NPQ from SWPC, recognising its standing as both
Lead Member and Technical Member, then the Lead Member must partner with a suitable
Technical Member.

The Lead Member must contribute and hold a minimum of 35% of the Equity in the Company. A
Technical Member must contribute and hold a minimum of 20% of the Equity in the Company.
Each Other Member of a Consortium, which is neither the Lead Member nor a Technical
Member, must contribute a minimum of 10% of the Equity in the Company. The PDA includes
minimum periods for equity retention.

The forms included in Technical Form Sheet C Section 1 (Legal Form of Bidder) of Part IV
(Form Sheets) of the RFP and, in the case of a Consortium, Technical Form Sheet C Section 2
(Bidder Consortium) of Part IV (Form Sheets) of the RFP, are to be completed by the Bidder
and submitted as part of its Bid.

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7.3 Changes in Bidder before Bid Submission Date

Bidders shall obtain SWPC’s written approval prior to:

I. introducing any Technical Member or Other Member that has been issued an NPQ into
their Consortium;

II. allowing Consortium Members to leave their Consortium;

III. changing the roles of Lead Member and Technical Member within a Consortium;

IV. allowing any change to the ownership structure of a Consortium Member; and

V. introducing any party into their Consortium as Technical Member or Other Member.

Requests to make the above changes shall be made either (i) at the time of submitting the
Letter of Intention under Section 7.1; or (ii) if after the submission of a Letter of Intention under
Section 7.1, no later than 60 days prior to the Bid Submission Date, and in all cases shall be
accompanied by all relevant information (including in the case of (V) above, a Statement of
Qualification (as set out in the Request for Qualification for this tender) for any new parties
being proposed as Technical Member or Other Members).

SWPC may consider requests under this Section 7.3 on their merits, including but not limited to
the guidance in the Request for Qualification. SWPC shall in no way be obliged to grant
approval of a request under this Section 7.3. No Consortium shall issue, and SWPC shall not
consider, any request to introduce a new party as a Lead Member after the date of issuance of
the RFP.

7.4 Changes in the Bidder, the EPC Contractor or O&M Contractor

after Bid Submission Date
The Bidder shall ensure that there is no change in the beneficial ownership of shareholding of
each Consortium Member, or in the composition of the Consortium (if relevant) after the Bid
Submission Date without prior written approval of SWPC. Furthermore, SWPC shall in no way
be obliged to grant such approval.

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The Bidder shall ensure that neither the EPC Contractor (or any member of an EPC consortium
or the Nominated Subcontractor, if any) nor the O&M Contractor (or any member of an O&M
consortium) may be changed after the Bid Submission Date, without the prior consent of SWPC.

SWPC reserves the right to reject the Bid as non-compliant to the extent the Bidder fails to
comply with the restrictions under this section after the Bid Submission Date.

7.5 Governing Laws

- The STCNIA Direct Agreement, shall be governed by and construed in accordance with
the Laws of England and Wales; and

- The STCNIA, PDA, SWPC Credit Support Agreement, CNISIA and CNISIA Direct
Agreement will be governed by and construed in accordance with the laws of KSA.

7.6 Governing Language

English shall be the governing language for all Project Agreements other than the following
where Arabic will be the governing language:

- the CNISIA and the CNISIA Direct Agreements; and

- the SWPC Credit Support Agreement.

7.7 Permits and Licences

It is the responsibility of the Successful Bidder to obtain all consents, permits and licences
necessary to implement and operate the Project and to ensure that the cost of procuring such
consents, permits and licences are included in its Bid. However, SWPC will co-operate with the
Successful Bidder in the identification of, and application for, such consents, permits and
licences.

The time required to obtain the necessary approvals and to conduct all necessary studies that
are associated with the requirement must be taken into consideration by the Bidder.

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7.8 Local Content and Programme for the Employment and Training
of Saudi Arabian Citizens
The Company shall be required to comply with the Local Content Percentage as set out in the
STCNIA for both construction and operation, to the extent applicable. Failure to achieve the
Local Content Percentage shall attract liquidated damages as set out in the STCNIA.

The Company will be required to:

- ensure the participation of Saudi Arabian citizens in the bidding for goods and services
offered by Saudi Arabian suppliers on competitive terms; and

- employ and train Saudi Arabian citizens during the construction and operation of the
Project, in each case to the maximum extent possible.

in accordance with relevant laws3 and the STCNIA, as set out below, according to the Local
Content Scorecard as issued by the Local Content and Government Procurement Authority.

Accordingly, the Bidder must provide as part of its Bid:

- its strategy and plan for the participation of Saudi Arabian providers of goods and services,
including:

o the draft Local Content Scorecard, setting out the anticipated local content spend
in the form set out in Commercial Form Sheet F; and

o the procurement plan of the Company, the EPC Contractor and the O&M
Contractor, identifying how the Bidder intends to meet and exceed the minimum
local content thresholds.

- a comprehensive employment and training programme for Saudi Arabian citizens. Such
programme must include:

3
The relevant laws specified refer to the Executive Regulations of the Government Tenders and Procurement Law.

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o a plan for targeted employment of Saudi Arabian citizens and, where expatriate
personnel are employed, provide a clear succession plan to replace such
employees with Saudi Arabian citizens; and

o a training plan, including, but not limited to the details of the anticipated courses,
the organisations responsible for such training, the number of employees
anticipated to be trained and the anticipated formal accreditation for the training.

The Successful Bidder shall provide the final Local Content Scorecard, as required under the
STCNIA prior to the Closing Date.

On the basis of the above, SWPC, acting on behalf of the Kingdom of Saudi Arabia, requires the
Company to pay liquidated damages in case the Company is not able to meet the Local Content
requirements to compensate for the loss suffered by the Kingdom of Saudi Arabia. The
Company is required:

- to commit, as part of its Proposal (and as an obligation under the STCNIA) to achieve a
minimum level of Local Content in relation to the design and construction of the Plant (the
“Construction Period Local Content”) in the Period up to the Project Commercial
Operation Date of 60%;

- to commit, as part of its Proposal (and as an obligation under the STCNIA) to achieve a
minimum level of Local Content in relation to the operation and maintenance of the Plants
(the “Annual O&M Local Content”) in the Period following the Project Commercial
Operation Date of 50% for the first 5 Contract Years and 70% for the remaining Contract
Years;

- to submit with its Proposal a draft Local Content Scorecard and to prepare and submit as
a condition precedent to Financial Closing a final Local Content Scorecard;

- to report on a regular basis against the Local Content Targets using the Local Content
Scorecard and to co-operate in audits to be carried out in connection with the calculation
of Local Content liquidated damages;

- to provide the Local Content Security in respect of the construction phase Local Content
liquidated damages;

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- to pay liquidated damages of SAR 3,750,000 for each percentage failure to achieve the
minimum levels set out above in respect of the construction phase, up to a maximum of
SAR 37,500,000;

- to pay for each of Contract Years 1 to 5, liquidated damages of SAR 937,500 for each
percentage failure to achieve the minimum level set out above in respect of those years
up to a maximum of SAR 9,375,000 per Contract Year; and

- to pay for Contract Year 6 and each Contract Year thereafter liquidated damages of SAR
750,000 for each percentage failure to achieve the minimum level set out above in respect
of those years up to a maximum of SAR 7,500,000 per Contract Year.

7.9 Insurance
The Successful Bidder is responsible for procuring the provision of appropriate insurance
coverage during the construction and operation of the Project. The insurance coverage will be
required by:

- KSA law;

- the STCNIA;

- Good Utility Practice; and

- the Financing Parties.

As a minimum, the insurance programme must meet or exceed the programme set out in
Appendix 3 (Minimum Insurance Requirements) of the STCNIA. The Bidder is required to
outline a summary insurance programme as part of its Bid, in the form of Commercial Form
Sheet D Section 4 (Commercial Insurance) of Part IV of the RFP. The indicated cost of such
insurance should be supported by an up-to-date indicative quote from a reputable international
insurance broker.

The Bidder should note the construction insurance coverage is to be procured by the earlier of
(i) commencement of construction on the Site and (ii) the Closing Date.

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7.10 Conflicts of Interest

If at any time prior to the date one (1) month prior to the Bid Submission Date, a Bidder
discovers that it has or may have a conflict of interest, it may notify SWPC accordingly and seek
a waiver of such conflict of interest from SWPC. SWPC may in its absolute discretion (and with
or without imposing conditions) agree to waive a conflict of interest where in its opinion the
conflict (after any conditions that it may impose) does not present a threat to the fairness or
transparency of the tender process. If a waiver is not granted, the Bidder shall remove the
conflict of interest and failure to do so may render any subsequent Proposal Materially Non-
Compliant.

7.11 Cybersecurity Requirements

It is the responsibility of the Bidder to ensure its Bid is compliant with all Saudi National
Cybersecurity Authority (NCA) requirements, such as but not limited to,

- Operational Technology Cybersecurity Control (OTCC-1:2021);

- Critical Systems Cybersecurity Controls (CSCC – 1: 2019);

- Essential Cybersecurity Controls (ECC-1: 2018);

- Cloud Cybersecurity Controls (CCC – 1: 2020); and

- Organizations’ Social Media Accounts Cybersecurity Controls (OSMACC -1:2021).

as may be amended, supplemented or varied from time to time (the "NCA Controls") and which
sets out the minimum cybersecurity requirements for organisations within its scope. As the
Company will be owning and operating critical national infrastructure it will be within such scope.
The main objectives of the NCA Controls are to set the minimum cybersecurity requirements for
information technology assets in organisations. These requirements are based on industry
leading practices which will help the Company minimise cybersecurity risks that originate from
internal and external threats.

7.12 Data Protection

It is the responsibility of the Bidder to ensure its Bid is compliant with Saudi National Data
Management Office (NDMO) policy in term of data processing and governance.

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8 Preparation and Delivery of The Bid

8.1 Compliance with Instructions

The objective of this RFP is to establish a single format to be followed by the Bidder to ensure a
uniform and impartial evaluation and ranking of the Bid.

The Bidder must submit its Bid in accordance with the requirements of this RFP and complete
all Form Sheets and provide all information required under this RFP. The Bidder is permitted to
provide additional or supplementary information, data, descriptions and explanations for the
purposes of clarification of its Bid.

The Bidder is required to indicate clearly and explain each and every deviation from the
requirements or instructions of the RFP.

Amendments to the Draft Project Agreements, included in Part V of the RFP, must be provided
in both clean and blackline drafts (in a format compatible with MS Word 2010), together with
clear explanations and rationale for each deviation in the form of Legal Form Sheet B Section 4
(Amendments to Draft Project Agreements) of Part IV (Form Sheets) of the RFP. The Bidder
should submit one Legal Form Sheet B Section 4 (Amendments to Draft Project Agreements)
which should include the deviations to all Draft Project Agreements, EPC Heads of Term and
O&M Heads of Term (clearly stating to which Draft Project Agreement the deviation applies).

It should be clearly noted that no mark-up or deviation of/from the Technical Specifications or
any of the technical documents will be allowed. Any such mark-ups shall be treated as
Materially Non-Compliant proposal. Any technical queries should be raised as part of the
Request for Clarification process only. Any mark-up that is not supported by an explanation in
either Legal Form Sheet B Section 4 will not be considered for review. SWPC discourages any
deviations and modifications from the requirements of the RFP and the provisions of the Draft
Project Agreements and will not consider any amendments to the Draft Project Agreements
other than limited ones related to specific technical or operational features of this Project.

Proposals containing significant or material reservations or exceptions to the Draft Project

Agreements are likely to render a Bid to be deemed Materially Non-Compliant.

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SWPC reserves the right to reject any Bid as Materially Non-Compliant at its sole discretion.

8.2 Request for Clarifications

If the Bidder has any doubt as to the meaning or intent of any section of this RFP or requires
additional information, the Bidder may, in writing, submit a request for clarification to SWPC.

Requests for clarification must be submitted to, and received by, SWPC no later than 1 October
2023.

Requests for clarification must be sent by e-mail in the format prescribed by Legal Form Sheet
B Section 3 (Form for Request for Clarification) of Part IV (Form Sheets) of the RFP (compatible
with MS-Word 2010) and addressed to:

- Mr. Khaled bin Zwaid AlQureshi, Chief Executive Officer, Saudi Water Partnership
Company, 19th Floor, Moon Tower, King Fahad Branch Road, Ar Rahmaniyah, Riyadh
12341, Kingdom of Saudi Arabia, [email protected]

- Mr. Stefan Ritsch, Director, Deal Advisory, Infrastructure and Real Estate, KPMG
Professional Services, P.O. Box 92876, Riyadh 13413, Kingdom of Saudi Arabia, sa-
[email protected]

- Dr Amr Mohammed, Associate Director-Transaction Advisory, Jacobs, 8th Floor, Legend

Tower, 8092 King Fahd Road, Riyadh 12313 – 3735, Kingdom of Saudi Arabia, Jacobs-
[email protected]

- Amer Al Amr Law Firm - [email protected]

SWPC will endeavour to respond to requests for clarification within two (2) weeks after receipt
of any clarification request, with the exception of relevant holiday periods where a longer
response time may be necessary. To ensure equitable treatment for all Bidders, SWPC’s
expectation is that replies will be issued in the form of “common replies” issued to all Bidders.

Save for written responses from SWPC pursuant to this Section 8.2 (Request for Clarifications)
of this Part I (Instructions to Bidders) of the RFP; the Bidder may not rely on any other
information, explanation, or interpretations (whether written or oral) made by SWPC or any of its
employees, agents or advisors (including the Advisors).

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8.3 Addenda to RFP

At any time prior to, but no later than two (2) weeks prior to the Bid Submission Date (other than
the Addendum issued in accordance with Section 4.3.1 relating to hedging), SWPC may amend
or modify the RFP in any respect through the issuance of one or more written addenda (each of
which is an “Addendum”) which, if issued, will be issued by SWPC to the Bidder.

Each Addendum issued by SWPC will constitute part of this RFP.

8.4 Bid Conference, Site Visit and Bid Costs

SWPC intends to schedule a bid conference in KSA on 9 July 2023 and site visits, to be held
between 10 July 2023 and 13 July 2023. Accordingly, SWPC may subsequently provide
relevant communication concerning the bid conference to the Bidders.

Prior to the Bid Submission Date, SWPC requires the Bidder to visit the Sites to investigate and
acquaint themselves with the relevant conditions and circumstances. The proposed
arrangements for the Site visit will be made available by SWPC.

The Bidder may also request further access to the Sites for the purposes of conducting its own
studies and investigations. Such requests should be made in writing to SWPC, who will
endeavour to accommodate such requests to the extent possible.

The Bidder will bear all costs and expenses associated with the preparation and submission of
its Bid. SWPC will under no circumstances be responsible or liable for any such costs or
expenses, regardless of, without limitation, the conduct by SWPC or outcome of the bidding,
evaluation and selection process.

8.5 Validity, Modification and Withdrawal

The Bid must remain valid for a period of twelve (12) months from the Bid Submission Date (the
“Validity Period”). A Bid submitted with a Validity Period shorter than twelve (12) months may
be rejected by SWPC as non-compliant. Similarly, a Bid including conditionality for project
milestones, other than as outlined in Section 1.9 (Project Timetable) of this Part I (Instructions to
Bidders) of the RFP, may be rejected by SWPC as non-compliant.

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SWPC may, in writing, request the Bidder’s written consent to an extension of the Validity
Period. The Bidder may refuse to agree to the request without forfeiting its Bid Bond. If the
Bidder agrees to such request, its Bid Bond must be extended accordingly (on a day for day
basis) and the Bidder will not be required nor permitted to modify its Bid.

Once submitted, the Bid may not be otherwise modified or corrected. Withdrawal of the Bid at
any time during the Validity Period, other than pursuant to this Section 8.5 (Validity, Modification
and Withdrawal) of this Part I (Instructions to Bidders) of the RFP, will entitle SWPC to payment
of the full amount of the Bid Bond.

8.6 Confidentiality and Opening of Proposals

The Bidder must treat all information provided with or pursuant to this RFP in accordance with
the terms of the non-disclosure agreement signed by it prior to receiving the RFP.

Save as may be required by law or by a court or governmental agency of competent jurisdiction

or as set out below, or as provided in Section 9.5.1 (Evaluation Methodology) of this Part I
(Instructions to Bidders) of the RFP, no information contained in or relating to the Bid will be
disclosed to any persons not involved in the process of examination, evaluation,
recommendation or acceptance of the Bids.

SWPC will open the envelope containing the Letter of Conveyance in an open session on the
Bid Submission Date at approximately 12h00, Saudi Arabian time at the address specified in
Section 8.7 (Bid Submission Requirements) of this Part I (Instructions to Bidders) of the RFP
(the “Opening”). The Bidder will be permitted to have a maximum of two (2) representatives
attend the session.

At the Opening, SWPC will ensure that the Bid Bond and duly executed Letter of Conveyance
and power(s) of attorney (attached as Appendix C to the Letter of Conveyance) have been
furnished, in accordance with the requirements as set out below. A representative of the Bidder
will then be requested to identify each document in the bid document checklist attached as
Appendix A to the Letter of Conveyance (the “Bid Document Checklist”). From the time the
Bid is submitted until after they are opened and contents of the Bid Document Checklist
identified, it will remain in the presence of SWPC. Any sealed envelope opened at the Opening

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that fails to include the original Letter of Conveyance (and related appendices), and power(s) of
attorney shall be immediately rejected at the Opening.

Save as provided for in Section 8.6 (Confidentiality and Opening of Proposals) of this Part I
(Instructions to Bidders) of the RFP, no information relating to the clarification, determination of
responsiveness, evaluation and comparison of Bids and recommendations concerning the
award of the Project will be disclosed to Bidders or any other person not involved in such
clarification, determination, evaluation, comparison and recommendation, until the selection of
the Shortlisted Bidders and then, at SWPC’s discretion, only to the Shortlisted Bidders. For the
avoidance of doubt, no prices will be announced at the Opening.

Any effort by the Bidder (or any local agent or representative) to influence SWPC or any of its
officers, representatives, employees or advisors, including the Advisors, during the process of
clarification, determination of responsiveness, evaluation and comparison of Bids, or in
decisions concerning the award of the Project, may result in the rejection of its Bid.

Proposals for which notices of withdrawal have been submitted in accordance with the
provisions of Section 8.5 (Validity, Modification and Withdrawal) of this Part I (Instructions to
Bidders) of the RFP will not be opened by SWPC.

SWPC will not return the original or any copies of a Bid.

8.7 Bid Submission Requirements

8.7.1 Bid Submission

The Bidder is allowed to submit one Bid only and SWPC will not accept alternative bids from the
Bidder. The Bid and all related correspondence and documents must be in the English
language.

The Bidder must deliver one original hard copy (marked “Original Bid”), three soft copies of its
Bid (please note financial statements can be submitted in soft copy only) on USB drives, and
two copies of the Bidder’s Model on USB drives, to the following address:

THE CHIEF EXECUTIVE OFFICER

SAUDI WATER PARTNERSHIP COMPANY

19th Floor, Moon Tower

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King Fahad Branch Road

Ar Rahmaniyah
Riyadh 12341
Kingdom of Saudi Arabia
The Bid must be received by SWPC at the address specified above between 09h00 and 12h00 ,
Saudi Arabian time, on the Bid Submission Date. SWPC may, at its sole discretion, extend this
date by issuing an Addendum. A Bid delivered by mail must be sent by registered mail or
commercial air courier and must be received by SWPC before indicated time on the Bid
Submission Date.

No Bid will be accepted by SWPC after the indicated time on the Bid Submission Date.

The Bid must be sealed in one or more envelopes. Each envelope must be marked “Jazan
SSTP & CN – [Bidder Name]”.

The Bid must include the original Letter of Conveyance (and related appendices), power(s) of
attorney and the Bid Bond in a separate envelope.

All documents comprising the Bid must be securely bound and will become the property of
SWPC upon submission.

8.7.2 Letter of Conveyance

The Letter of Conveyance as provided in Legal Form Sheet A (Letter of Conveyance) of Part IV
(Form Sheets) of the RFP must be completed by the Bidder (and in the case of a Consortium,
each Consortium Member) without exceptions or alterations.

The Letter of Conveyance must be signed by a person(s) authorised to bind the Bidder to its
Bid. If the Bid is submitted by a Consortium, the person(s) authorised by the Lead Member to
bind each member of the Consortium must sign the Letter of Conveyance.

In each case, the valid power(s) of attorney authorising such person(s) to sign the Letter of
Conveyance must also be provided. Such power(s) of attorney should be fully legalised and
authenticated by the consular authorities of KSA outside KSA and the necessary authorities
within KSA.

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8.7.3 Bid Bond

The Bidder must provide a bid bond or bid bonds (the “Bid Bond”) in the aggregate amount of
37,500,000 (Thirty Seven Million and Five Hundred Thousand) Saudi Arabian Riyals in the form
of an irrevocable and unconditional guarantee, issued by a recognised bank or banks domiciled
and licensed to conduct business in KSA and acceptable to SWPC.

The Bidder should check with SWPC in advance of the Bid Submission Date to verify the
acceptability of the proposed issuing bank or banks. The Bid Bond must be valid for a period of
twenty one (21) days after the expiry of the Validity Period and may be extended as detailed in
Section 8.5 (Validity, Modification and Withdrawal) of this Part I (Instructions to Bidders) of the
RFP.

The Bid Bond will be returned to the Bidder within thirty (30) days of notification by SWPC that
(i) such Bidder has not been short-listed (whether as Preferred Bidder or Reserve Bidder),
provided that the Bidder has provided written confirmation in a format acceptable to SWPC that
the Financing Parties supporting its Bid have been released from their exclusivity obligations, or
(ii) SWPC has decided that no Bid is to be accepted.

If the Bidder has been selected as a Shortlisted Bidder, the Bid Bond will be retained and, if
necessary, extended at the Bidder’s expense until the Closing Date has been achieved under
the STCNIA (note that Bid Bond of Reserve Bidders is expected to be retained by SWPC until
Closing Date has been achieved by Shortlisted Bidder).

The Bid Bond may be called for a number of reasons including:

- If the Bidder is advised by SWPC it is not a Shortlisted Bidder, and the Bidder does not
permit its Financing Parties to enter into discussions with the Shortlisted Bidders with a
view to such Financing Parties entering into agreements with the Shortlisted Bidders;

- If a Bidder withdraws its Bid during the Validity Period or, if selected as the Preferred
Bidder, it:

o refuses or fails to negotiate the Draft Project Agreements, including Part II (General
Technical Specifications) of this RFP;

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o refuses or fails to execute the Draft Project Agreements (including any direct
agreements) in the form agreed during negotiations; or

o refuses or fails to furnish the Development Security pursuant to the STCNIA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP.

8.8 Bid Documents

The Bid must be comprised of four volumes (Volume I to IV) and be split into sections as shown
below:

Volume I:

Cover letter

- Section 1:

o Letter of Conveyance (Legal Form Sheet A);

o Power(s) of attorney authorising the person(s) who signed the Letter of Conveyance
to bind the Bidder to the Bid, which power(s) of attorney shall be notarised and
authenticated by the consular authorities outside of KSA and the necessary authorities
within KSA; and

o Bid Bond (Legal Form Sheet B Section 1).

- Section 2:

o Information regarding, as applicable, the Bidder’s organisation and each Consortium

Member, including:

▪ Details of the legal form of the Bidder (Technical Form Sheet C Section 1) and, if
applicable, its Consortium Members (Technical Form Sheet C Section 2); and

▪ Copies of the organisational documents (e.g., memoranda and articles of

association) and copies of any partnership, consortium, joint venture and
shareholders’ agreement in the case of a Consortium, including evidence of the
appointment of the Lead Member and the Technical Member.

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▪ Completed forms regarding the legal status, eligibility and qualification of the EPC
Contractor, the O&M Contractor and the Company's Engineer (Technical Form Sheet C
Section 3 to Section 9).

Volume II

- Section 1:

o Clean and blackline copies of the STCNIA (in Microsoft Word Format) marked to show
all proposed modifications, if any, including explanations accordance with Section 3.2
(Draft Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal
Form Sheet B Section 4 in Microsoft Word Format);

o Table of amendments (Legal Form Sheet B Section 4) for any changes to the Project
Agreements, EPC Term Sheet and O&M Term Sheet in accordance with Section 3.2
(Draft Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Word
and signed PDF versions);

o NOTE: copies of the Draft STCNIA, as above, shall not include any financial and cost
information for:

▪ The Development Security amount required in the definition of “Development

Security” as contained in Clause 1 (Definitions and Interpretation) of the Draft
STCNIA;

▪ The Rate of Liquidated Damages to be paid for each day of delay as outlined in
Sub-clause 7.3.1 under Clause 7.3. (Liquidated Damages) of the Draft STCNIA

▪ The Guaranteed Amount set out in Paragraph 1, Appendix 6 (Performance

Security) of the Draft STCNIA;

▪ The Cost Recovery Charges set out in Attachment C, Appendix 8 (Calculation of

Payment) of the Draft STCNIA; and

▪ The Maximum Principal Amount set out in Appendix 11 (Maximum Principal

Amount) of the Draft STCNIA.

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o Inclusion of any financial or cost information as set out above may result in the bid
being disqualified. Excluded financial and cost information shall be captured in the
relevant Commercial Form Sheet.

- Section 2:

o Clean and blackline copies of the CNISIA (in Microsoft Word Format) marked to show
all proposed modifications, if any, including explanations in accordance with Section
3.2 (Draft Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal
Form Sheet B Section 4 in Microsoft Word Format).

- Section 3:

o Clean and blackline copies of the PDA (in Microsoft Word Format) marked to show all
proposed modifications, if any, including explanations accordance with Section 3.2
(Draft Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal
Form Sheet B Section 4 in Microsoft Word Format);

o NOTE: copies of the PDA, as above, shall not include any financial and cost
information for:

▪ The Capital Contribution for shareholders set out in Clause 5 (Shareholding) of

the Draft PDA.

o Inclusion of any financial or cost information as set out above may result in the bid
being disqualified. Excluded financial and cost information shall be captured in the
relevant Commercial Form Sheet.

- Section 4:

o Main equipment supply references in Technical Form Sheet C Section 15; and

o Declared Deviations (Legal Form Sheet B Section 5).

Volume III

- Section 1:

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o Clean copy of Part II (Technical Specifications) of the RFP, including explanations in

accordance with Section 9.3.3 (Technical Compliance Criteria) of this Part I
(Instructions to Bidders) of the RFP;

o Detailed technical information and description of the Project including all information,
drawings, diagrams and data in accordance with the requirements of Part II (Technical
Specifications) and Part III (Drawings & Diagrams) as well as all Technical Form Sheet
requirements contained in Part IV (Form Sheets) of the RFP;

o The technical proposal shall include a detailed electrical load list for the Plants, a
detailed proposal for any on-site supplementary electrical supply solutions (if
applicable), as well as details of all other operational consumables (such as chemicals)
and subsequent consumption rates and associated process flow diagrams and mass
balance calculations;

o Detailed technical information and description of the connection requirements to the

sewage network (Collection Network) including all information in accordance with the
requirements of Part II (Technical Specifications) of the RFP;

o Technical Form Sheets C (Section 1 – Section 23). Please include in Volume 3

irrespective if this is duplicated in Volume I, II or IV; and

o Returnable Technical Documents (Technical Form Sheet C Section 10 – Section 23);

- Section 2:

o Proposed Project management programme during engineering, procurement and

construction in accordance with the requirements of Section 2.3 (Engineering,
Procurement and Construction) of this Part I (Instructions to Bidders) of the RFP.

- Section 3:

o Draft scope of services for Company's Engineer and other related information in
accordance with the requirements of Section 2.6 (Company’s Engineer and SWPC
Engineer) of this Part I (Instructions to Bidders) of the RFP.

- Section 4:

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o Draft Local Content Scorecard and a programme for Saudi Arabian nationals
employment and training programme in accordance with the requirements of Section
7.8 (Local Content and Programme for the Employment and Training of Saudi Arabian
Citizens) of this Part I (Instructions to Bidders) of the RFP; and

o NOTE: Draft Local Content Scorecard shall not include any financial and cost
information, only committed percentages in respect of Commercial Form Sheet F,
section 2.1, “Local Content Score (%)” and Commercial Form Sheet F, section 3.1,
“Contribution to Local Content (%)”, and completed Commercial Form Sheet F,
sections 1.4 and 1.5. Inclusion of any financial or cost information in the Draft Local
Content Scorecard may result in the bid being disqualified. Excluded financial and cost
information shall be captured in the relevant Commercial Form Sheet.

Volume IV

- Section 1:

o Bank Acknowledgement Letter(s), accompanying Financing Term Sheet and

Financing Plan (Commercial Form Sheet D Section 1, Section 2 and Section 3) (in
MS-Word (compatible with MS Word 2010) format and duly signed copy in PDF
format). Also, if Bidder submits Financing Term Sheets from multiple supporting
Financing Institutions and these Financing Term Sheets have deviations from each
other, in such case the Bidder is required to submit a comparison of the Financing
Term Sheets;

o Where the Bid includes debt from institutional investors and/or infrastructure funds,
Bidder should provide confirmation that such financier has the relevant
mandate/approvals/license to provide lending either directly or through its affiliates.
Bidder should also provide references that demonstrate the proposed institutional
investors and/or infrastructure funds have sufficient experience lending to similar
projects and achieving successful financial close of those projects either directly or
through their affiliates, as proposed; and

o Commercial Insurance (Commercial Form Sheet D Section 4).

- Section 2:

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o Project cost estimates (Commercial Form Sheet E Section 1.1, 1.2 and 1.2.1 to 1.2.7);

o The proposed Charge Rates, CN Annuity, Guaranteed Influent Treatment Capacity,

and Contracted Specific Net Electrical Energy Consumption for payment calculation in
accordance with Appendix 8 of the STCNIA (Commercial Form Sheet E Section 3.1);

o The Levelized Charge based on the evaluation conditions as set forth in Section 9.5
(Levelized Charge Evaluation) of this Part I (Instructions to Bidders) of the RFP and
Commercial Form Sheet E Section 3.1 of Part IV (Form Sheets) of the RFP;

o The Bidder’s Model and supporting explanations and assumptions in the Model Book
as defined in Section 5 (Bidder’s Model and Form Sheets) of this Part I (Instructions
to Bidders) of the RFP, including all information required by Commercial Form Sheet
D Section 5 (Model Book Requirements) on a separate USB drive;

o The letter from the financial model auditor, including the scope of work and the findings
set out therein;

o The soft copy of Commercial Form Sheet E Section 1, Commercial Form Sheet E
Section 2 and Commercial Form Sheet E Section 3 provided in Part IV (Form Sheets)
of the RFP to be embedded in the Bidder’s Model;

o Details of the proposed Correction Factors in Commercial Form Sheet E Section 1.3
(Correction Factors) noting that the figures provided in Appendix 8 of the Draft STCNIA
are upper limits;

o Equity Committed for SSTP and CN as set out in Commercial Form Sheet E Section
3.3;

o Attributable Amounts of Senior Creditor Claims for SSTP and CN as set out in
Commercial Form Sheet E Section 3.4; and

o Local Content Scorecard (Commercial Form Sheet F) to be completed (i) for the
construction period to demonstrate a Local Content Target of 60%, (ii) for the first five
years post COD to demonstrate a Local Content Target of 50% and (iii) from year six
post COD onwards to demonstrate a Local Content Target of 70%.

- Section 3:

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o Signed EPC Term Sheet (Word and signed PDF version);

o Blackline copy of the EPC Term Sheet against the key terms set out in the ITB (Word
version);

o A copy of the draft EPC Contract (Word version);

o The head of terms agreed between the EPC Contractor and the Nominated
Subcontractor (if any) (Word and signed PDF version); and

o Other information required in accordance with Section 2.3.3 (Required Bid Information
& Responsibilities) of this Part I (Instructions to Bidders) of the RFP (Word version).

- Section 4:

o Signed O&M Term Sheet (Word and PDF version);

o Blackline copy of the O&M Term Sheet against the key terms set out in the ITB (Word
version); and

o Other information required in accordance with the requirements of Section 2.5.3

(Required Bid Information) of this Part I (Instructions to Bidders) of the RFP.

- The information provided in this Volume IV shall be complete in all respects, even if
already provided in Volume III (i.e. cross-referencing between Volume III and IV is not
permitted).

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9 Proposals

9.1 Evaluation Methodology

SWPC shall conduct the Bid Evaluation in a number of stages:

Assessment of Completeness

All bids will be checked for completeness and SWPC may issue clarification requests requiring
further documents or information in accordance with the procedures described in Section 9.2
(Clarification of Proposals) of this Part I (Instructions to Bidders) of the RFP.

Clarification

(i) SWPC will undertake a detailed evaluation of all Bids in order to identify any Material Non-
Compliances or any other matters that require clarification; and

(ii) SWPC may at any time issue further clarification requests in accordance with the
procedures described in Section 9.2 (Clarification of Proposals) of this Part I (Instructions to
Bidders) of the RFP.

Evaluation

(i) SWPC will undertake a detailed evaluation of all Bids in accordance with Section 9.5
(Levelized Charge Evaluation) of this Part I (Instructions to Bidders) of the RFP; and

(ii) The primary evaluation criteria SWPC will use in the ranking of compliant Bids is the
Levelized Charge, but SWPC may apply the Secondary Evaluation Criteria if in SWPC's
opinion the lowest Levelized Charges are so close that it is reasonable to take account of
the Secondary Evaluation Criteria.

Shortlisting

(i) Upon completion of its evaluation (and clarification) process, SWPC may identify a number
of Shortlisted Bidders and a Preferred Bidder in accordance with Section 9.5 (Levelized
Charge Evaluation) of this Part I (Instructions to Bidders) of the RFP; and

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(ii) SWPC will not shortlist any Bidder whose bid, at the time of shortlisting, contains any
Material Non-Compliance.

LC Read-Out

SWPC may elect to publicly announce the Levelized Charges at a timing that is at SWPC’s sole
and absolute discretion. The fact that a Bidder's Levelized Charge is announced in this way is
not an indication that such Bidder's Bid has been found not to contain Material Non-
Compliances. SWPC may, in its sole and absolute discretion, elect not to announce the
Levelized Charges of any Bid that has been found to contain any Material Non-Compliances.

9.2 Clarification of Proposals

SWPC may request additional information, clarifications and verifications from the Bidder with
respect to any item contained in its Bid. The Bidder is required to respond in writing, to any
such request within five (5) days of receipt of the request or such shorter or longer period as
may be specified in the request.

To assist in the examination, evaluation and comparison of Bids, SWPC may also require the
Bidder to attend clarification meetings at SWPC’s offices in Riyadh or at an alternative location
to be advised.

During the evaluation process:

- no change with respect to the Levelized Charge will be sought, offered or permitted;

- no negotiations on price shall be conducted;

- the correction of mathematical errors shall be permitted provided these do not change the
Levelized Charges; and

- Bidders may be permitted to modify or withdraw qualifications or mark-ups of the Project

Agreements provided there is no impact on the Levelized Charges.

The Bidder is responsible for all costs associated with the preparation and submission of any
additional information requested by SWPC and attendance at any clarification meetings.

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Any request for clarification and response must be in writing. The conclusion of any meetings
with bidders will be recorded in writing.

9.3 Compliance Criteria

At this First Evaluation Stage, the Bid will be assessed in order to determine whether it is
“materially compliant” and meets the Compliance Criteria as set out in this Section 9.3
(Compliance Criteria) of this Part I (Instructions to Bidders) of the RFP.

In order to be eligible to be evaluated under the Second Evaluation Stage, the Bid is required to
be “materially compliant” and meet or exceed the Compliance Criteria.

The concepts of “materiality” and “immateriality” are defined in line with the OECD Principles:

- Material non-compliance – non-compliance with fundamental requirements - non-

compliance with fundamental procedural requirements, specifications and other
fundamental substantive requirements, must as a general rule, result in the rejection of
non-compliant bids. It is against the principle of equal treatment to accept bids that do not
comply with such requirements; and

- Immaterial non-compliance – non-compliance with non-fundamental requirements -

generally speaking, non-compliance with non-fundamental substantive requirements
would not constitute a reason for the rejection of a bid but would instead lead to a request
for clarification.

A Bid will be considered “materially compliant” only if:

- it is in substantial conformity, both as to form and substance, with all of the technical,
commercial, legal and financial requirements of the RFP; and

- it otherwise contains all the information required to be provided by the Bidder as stated in
the RFP.

The Compliance Criteria are divided into the following categories:

- Financial Compliance Criteria;

- Legal Compliance Criteria; and

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- Technical Compliance Criteria.

9.3.1 Financial Compliance Criteria

In order to pass the threshold requirements for compliance with the financial criteria, the
Financial Advisor will assess:

- the accuracy of the workings and outputs from the Bidder’s Model, consistency of the
technical and costing information with the technical sections of the Bid and the
reasonableness of the financial assumptions used in the Bidder’s Model;

- consistency of the Levelized Charge output from the Bidder’s Model when compared with
SWPC’s evaluation model, referred to in Section 5.3 (Assumptions and User Book) of this
Part I (Instructions to Bidders) of the RFP;

- compliance of the Bidder’s Model with best practice standards, as set out in Section 5.3
(Assumptions and User Book) of this Part I (Instructions to Bidders) of the RFP;

- the letter from the financial model auditor, including the scope of work and the findings set
out therein;

- compliance with the minimum level of Committed Funding;

- compliance with the financing provisions set out in Section 4.2 (Financing of Project Costs)
of this Part I (Instructions to Bidders) of the RFP;

- the reasonableness of the terms and conditions of the Committed Funding;

- the degree of commitment of the Financing Parties in respect of the Committed Funding;

- the completeness of the supporting Financing Term Sheets;

- the achievability of the proposed Financing Plan;

- the likelihood of delivery of Bidder’s proposed Financing Plan within timeframes indicated
in the proposed Implementation Schedule;

- the appropriateness and completeness of the proposed commercial insurance; and

- finance-related mark-ups to the Project Agreements.

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9.3.2 Legal Compliance Criteria

In order to pass the threshold requirements for compliance with the legal criteria, the Legal
Advisor will assess:

- The terms and conditions of the Committed Funding and the degree of commitment of the
financing parties shown in providing such facilities;

- the mark-ups to the Project Agreements; and

- legal status of the EPC Contractor and the O&M Contractor, if any.

9.3.3 Technical Compliance Criteria

In order to pass the threshold requirements for compliance with the technical criteria, the
Technical Advisor will assess:

- the eligibility and qualification of the EPC Contractor and the O&M Contractor;

- compliance with the minimum requirements in terms of functional and performance

specifications, as set out in 9.3.3.1 below;

- confirm the inclusion of efficiency considerations, as set out in 9.3.6 below;

- achievability of and compliance with the minimum thresholds for Local Content; and

- adequacy of the proposed programme for the employment and training of Saudi Arabian
citizens.

9.3.4 Compliance with the minimum functional and performance specifications

This section of the technical compliance criteria will be used to determine whether the Bid is
suitable and deemed compliant in terms of the prescribed minimal functional and performance
criteria and to establish the technical suitability of the Bid.

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A. Technical Compliance & Suitability Criteria for SSTPs

No. Description Compliance Detail to be evaluated
Confirm whether experience
Suitable relevant project experience
and team qualifications are
with specific details of the EPC and
A1 [Y/N] deemed to be suitable and
O&M contractors and their experience
sufficient to the Jazan
as well as team qualifications
SSTPs.
High level resource program
Appropriate resources including plant,
detailing critical milestones
labour and transport to manage
A2 [Y/N] and measures to ensure
multiple sites and activities to achieve
timely delivery of each
PCOD target date.
SSTPs.
Address minimum
compliance criteria and key
focus on efficiency criteria.
Suitable & Innovative Project
A3 [Y/N] Confirmation of design
Methodology/Approach
criteria and innovative
solutions used. Maximum 3
page approach paper.
Implementation Schedule suitable to Realistic & detailed program
A4 [Y/N]
PCOD target date to achieve PCOD target date.
Suitable design for SSTP (treatment Confirmation of compliance
technology incl. relevant process and with performance
A5 other guarantees to confirm [Y/N] specifications. Risk
compliance with design basis and assessment & redundancy
performance specifications) included, etc.
Adequate Quality Control system & ISO accreditation and/or 1
A6 procedures (incl. sub-contractors and [Y/N] page approach/Project
suppliers) Quality Plan
ISO accreditation and/or 1
Adequate Health & Safety system &
page approach/H&S plan and
procedures (incl. sub-contractors and
A7 [Y/N] 1 page approach/EMP.
suppliers) and Environmental
Indication of ESIA process in
Management Plan & procedures
program
Adequate Management, Operation &
3 page approach paper/O&M
Maintenance Plan & procedures (incl.
A8 [Y/N] Plan (incl. asset
Asset Management System + risk
management)
management)
3 pages summary showing
Absence of any continuous financial
A9 [Y/N] proof about annual financial
loss in the previous three years
report for the last 3 years

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Technical Compliance & Suitability Criteria for Collection Network (CN)

No. Description Compliance Detail to be evaluated
Confirm whether experience
Suitable relevant project experience for
and team qualifications are
design and execution of Collection
deemed to be suitable and
Network and pump stations projects
B1 [Y/N] sufficient to the Jazan
with specific details of the EPC
collection networks and
Company/s and their experience as
related works such as pump
well as team qualifications
stations.
High level resource program
Appropriate resources including plant,
detailing critical milestones
labour and transport to manage
B2 [Y/N] and measures to ensure
multiple sites and activities to meet the
timely delivery of each of the
2028 PCOD
CNs.
Address minimum
compliance criteria and key
focus on efficiency criteria.
Suitable & Innovative Project
B2 [Y/N] Confirmation of design
Methodology/Approach
criteria and innovative
solutions used. Maximum 3
pages approach paper.
Implementation Schedule suitable to Realistic & detailed program
B3 [Y/N]
PCOD target date to achieve PCOD target date.
Confirmation of compliance
Suitable design for CN and pump
with performance
stations to confirm compliance with
B4 [Y/N] specifications. Risk
design basis and performance
assessment & redundancy
specifications)
included, etc.
Adequate Quality Control system & ISO accreditation and/or 1-
B5 procedures (incl. sub-Company/s and [Y/N] page approach/Project
suppliers) Quality Plan
ISO accreditation and/or 1-
Adequate Health & Safety system &
page approach/H&S plan and
procedures (incl. sub-Company/s and
B6 [Y/N] 1-page approach/EMP.
suppliers) and Environmental
Indication of ESIA process in
Management Plan & procedures
program
Adequate Management, & procedures
3 pages approach paper
B7 (incl. Asset Management System + risk [Y/N]
(incl. asset management)
management)
3 pages summary showing
Absence of any continuous financial
B8 [Y/N] proof about annual financial
loss in the previous three years
report for the last 3 years

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9.3.5 Key Technical Evaluation Criteria and Process & Performance Guarantee

Bidders are required to provide a detailed summary and references to technical proposal
requirements as per Technical Form Sheet C Section 22 (Part IV of the RFP). This should also
provide bidders an indication of the most significant technical evaluation considerations. Further
to the above all bidders shall submit a signed Process & Performance Guarantee and
supporting documentation as per Technical Form Sheet C Section 21 (Part IV of the RFP) which
is fully compliant and without amendment. This shall be considered critical to confirm technical
compliance and ensure a technical responsive bid which can be evaluated on an equal basis.

9.3.6 Compliance with efficiency considerations

This section of the technical compliance criteria will be used to measure the technical efficiency
criteria for the Bid. The technical efficiency criteria provide a measure and confirmation of
innovative and optimum solutions offered which is beneficial to the efficiency of the overall
Project.

A. Technical Efficiency Criteria for SSTPs

No. Description Measure Method

Total daily electricity consumption
Guaranteed Total
(net gross consumption including
Electricity
A1 [kWh/m3] supply from alternative energy
Consumption
sources on each site) divided by total
(entire Plant)
daily average flow (Normal Flow)
Total daily electricity consumption
Energy efficiency [kWh/kg BOD (net gross consumption including
A2
(process) removed] alternative energy sources on site)
divided by total daily BOD removed
Energy efficiency
Proposed back-up generators’
(back-up generator
A4 [litres of fuel/kWh] total projected fuel (diesel)
power
consumption to produce 1 kWh
supply)
Total Plant
A5 footprint (land [m2] Total Plant footprint requirement
requirement)
Total guaranteed Plant availability on
Guaranteed overall
A6 [average % /period] a daily, monthly & annual average;
Plant availability
Proposed redundancy methodology
Performance of Total percentage daily compliance
A7 sludge handling [% compliance] with performance criteria, reported
and treatment monthly

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No. Description Measure Method

facilities

Total Mass of Total mass of Sludge to be produced,

Sludge (end- handled and transported from the
product) produced, SSTP sites
A8 [tons/day]
handled &
transported per
day
Specify type and total projected
consumables and electricity
Sludge treatment [Total consumables/
A9 consumption per day to produce 1 dry
efficiency ton; kWh/ton]
ton of Sludge

Specify type and total projected

[Total consumables/ chemicals & other consumables and
Odour Control
A10 day; electricity consumption per day to
efficiency
kWh/day] ensure compliance with odour control

Chemical Total daily chemicals consumption

A11 SAR /m3 divided by total daily average flow
consumption Cost
(Normal Flow)

B. Technical Efficiency Criteria for Collection Network (CN)

No. Description Measure Method

Energy Efficiency for
Total daily electricity consumption
B1 Collection Networks and [kWh/m3]
divided by total daily peak flow
related lift / Pump Stations
Suitable design for CN and
Confirmation of compliance with
pump stations to confirm
performance specifications. Risk
B2 compliance with design basis [Y/N]
assessment & redundancy included,
and performance
etc.
specifications
Specify type and total projected
[Total
chemicals & other consumables and
consumables/
B3 Odour Control efficiency electricity consumption per day to
day;
ensure compliance with odour control
kWh/day]
and septicity prevention
Proposed back-up generators’
Energy efficiency (back-up [litres of
B4 total projected fuel (diesel)
generator power supply) fuel/kWh]
consumption to produce 1 kWh

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9.3.7 Compliance with CN and SSTP EPC Costing Allocation

Bidders shall complete Sections 1.2.2 and 1.2.4 of Commercial Form Sheet E (EPC Technical
Cost Items (CN) and EPC Technical Cost Items (SSTP), respectively) to demonstrate the
breakdown of EPC price into EPC price for the Collection Networks and EPC price for Plants.

SWPC reserves the right to scrutinize such allocation to ensure that the Bidder has presented a
reasonable split between the two works (Collection Networks and Plants). If the Bidder is unable
to satisfy SWPC of such EPC price allocation, SWPC may, in its absolute discretion, reallocate
such amounts from Collection Network to Plants, or vice versa.

9.4 Responsiveness and Rejection of Bids

SWPC reserves its absolute right to accept or reject any Bid or to annul or cancel the bidding
process and reject all Bids at any time without any liability to the Bidder or any other party and
without any obligation to inform the Bidder of the grounds for its action.

SWPC is not bound to accept the lowest priced Bid.

Amongst other reasons, a Bid may be deemed Materially Non-Compliant and/or rejected by
SWPC if the Bidder:

- Fails to submit a signed Letter of Conveyance (signed by all Consortium Members) and
powers of attorney, in the form and in accordance with the requirements of Legal Form
Sheet A and Section 8.7.2 of this Part I (Instructions to Bidders) of the RFP;

- Fails to submit the Bid Bond in the form and in accordance with the requirements of Legal
Form Sheet B Section 1 and Section 8.7.3 of this Part I (Instructions to Bidders) of the
RFP;

- Fails to submit the required Bank Acknowledgement Letters and accompanying term
sheets, in the form and in accordance with Commercial Form Sheet D Section 1 and
Section 2 as required by Section 8.8 (Bid Documents) of this Part I (Instructions to Bidders)
of the RFP;

- Fails to provide information on the Bidder's organisation as required by Section 7.2 (Legal
Form of Bidder) of this Part I (Instructions to Bidders) of the RFP;

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- Fails to comply with the procedures outlined in Section 8 (Preparation and Delivery of the
Bid) of this Part I (Instructions to Bidders) of the RFP for preparation and submission of
the Bid;

- Does not submit the required IRR calculations in accordance with Section 5.5 (Required
Returns Analysis) of this Part I (Instructions to Bidders) of the RFP;

- Does not submit a calculation of the Levelized Charge in accordance with Section 9.5
(Levelized Charge Evaluation) of this Part I (Instructions to Bidders) of the RFP and
Commercial Form Sheet E Section 3.1;

- Does not submit the Charge Rates and CN Annuity for the calculation of payment in
accordance with Commercial Form Sheet E Section 1.1;

- Does not submit the Correction Factors in accordance with Commercial Form Sheet E
Section 1.3;

- Fails to provide the Total Project Costs and the detailed breakdown of all required costs
and financial data in accordance with Section 9.5 (Levelized Charge Evaluation) of this
Part I (Instructions to Bidders) of the RFP and Commercial Form Sheet E Section 1.2
(Project and O&M Budget);

- Proposes, through mark-ups or reservations, substantial or material departures from the

terms or conditions of any of the Draft Project Agreements;

- Proposes, through mark-ups or reservations, any departures from the technical

specifications provided in Part II of the RFP;

- Proposes using any area of land beyond the boundaries of the Site;

- Fails to submit the data required for completion of Appendix 8 (Calculation of Payment) of
the STCNIA;

- Fails to submit a priced, signed and binding EPC Term Sheet(s) or draft EPC Contract,
including all required technical and commercial information, as required by Section 3.2
(Draft Project Agreements) of this Part I (Instructions to Bidders) of the RFP;

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- Fails to submit a priced, signed and binding O&M Term Sheet, including all required
technical and commercial information, as required by Section 3.2 (Draft Project
Agreements) of this Part I (Instructions to Bidders) of the RFP. Details regarding
involvement of the Lead Member and Technical Member in the O&M services for the
Project would need to be provided;

- Fails to prove the eligibility of the EPC Contractor in accordance with Section 2.3.2
(Eligibility and Qualifications Criteria for the EPC Contractor) of this Part I (Instructions to
Bidders) of the RFP and provide the information required Technical Form Sheet C Section
3 and Section 4;

- Fails to prove the eligibility of the O&M Contractor in accordance with Section 2.5.2
(Eligibility and Qualification Criteria for the O&M Contractor) of this Part I (Instructions to
Bidders) of the RFP provide the information required in Technical Form Sheet C Section
5 and Section 6;

- Fails to provide adequate main equipment supply references as required by Section 8.8
(Bid Documents) of this Part I (Instructions to Bidders) of the RFP;

- Proposes a technical solution omitting any requirement of Part II (Technical

Specifications), Part III and the technical appendices to the STCNIA;

- Fails to submit any of the technical information as required in Technical Form Sheet C
Section 10 to 22;

- Proposes a scheduled PCOD that is later than 9 July 2028;

- Fails to comply with Section 4.2.3 (Requirements from the Bidder: Senior Debt Finance)
of this Part I (Instructions to Bidders) of the RFP in relation to financing commitments
including, but not limited to, requirements for Committed Funding;

- Fails to adhere to best practice standards in preparing the Bidder’s Model as specified in
Section 5.3 (Assumptions and User Book) of this Part I (Instructions to Bidders) of the
RFP;

- Fails to submit the proposed programme for Project management during engineering,
procurement and construction in accordance with the requirements of Section 2.3

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(Engineering Procurement and Construction) of this Part I (Instructions to Bidders) of the

RFP;

- Fails to submit a draft Local Content Scorecard and programme for the employment and
training of Saudi Arabian citizens, as required under Section 7.8 (Local Content and
Programme for the Employment and Training of Saudi Arabian Citizens) of this Part I
(Instructions to Bidders) of the RFP;

- Enters into an exclusivity arrangement with a supplier of the main equipment, which
prohibits the relevant supplier to propose its equipment to other Bidders; and

- Fails to provide a letter from recognised financial model auditor, which certifies that the
Bidder’s Model has been audited and that all calculations are correct and are compliant
with applicable accounting and tax regulations.

9.5 Levelized Charge Evaluation

9.5.1 Methodology

The Levelized Charge (or “LC”) shall be calculated in accordance with the formulae set out in
Section 9.5.3 (Determination of the Levelized Charge) of this Part I (Instructions to Bidders) of
the RFP, the Levelized Charge, will serve as the single price criterion for the evaluation of the
Bids. The formulae take account of the differing Charge Rates and CN Annuity offered by
different Bidders. The Levelized Charge is calculated solely for the purpose of the evaluation
and comparison of Bids and does not represent the actual payments that will be made by
SWPC to the Company.

To standardise the calculation of the Levelized Charge, the Bidder is required to complete
Commercial Form Sheet E Section 3.1 using the underlying assumptions as set out in the
Section 9.5.2 (Assumptions for Calculations of Required Values) of this Part I (Instructions to
Bidders) of the RFP.

9.5.2 Assumptions for Calculation of Required Values

Total Payments under the STCNIA as defined in Section 9.5.3 (Determination of the Levelized
Charge) of this Part I (Instructions to Bidders) of the RFP will be calculated using the formulae
outlined below, the payment calculation formulas set out in Appendix 8 of the STCNIA provided

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in Part V (Draft Project Agreements) of the RFP, and the Charge Rates and CN Annuity
proposed by the Bidder.

Indexation of Charge Rates and CN Annuity and the relevant costs will be calculated in
accordance with the mechanisms detailed in Part 6 to Appendix 8 of the STCNIA provided in
Part V (Draft Project Agreements) of the RFP, based on the following assumptions:

(i) Growth rate of Consumer Price Index of KSA: 2% p.a.

(ii) Growth rate of US Producer Price Index: 2% p.a.

(iii) Growth rate of Electricity Price: 2% p.a.

(iv) Exchange rate fluctuation (USD/SAR): 0% p.a.(i.e. constant exchange rates)

The effective value of the above indices (or in the case of the Electricity Price the reference
price below) as at 2 October 2023 shall be considered to be the reference indices. Save for the
adjustment made pursuant to Section 4.3.3 (Adjustment to Charge Rates and CN Annuity) of
this Part I (Instructions to Bidders) of the RFP, the Charge Rates, CN Annuity and Electricity
Prices will be adjusted for the first time on PCOD and after that on each anniversary of that
date.

The following reference values as at 2 October 2023 will be used for evaluation (and should be
assumed in the Bidder’s Model):

(i) Reference exchange rate: USD 1 = SAR 3.75

(ii) Electricity Price: 18 Hals / kWh

To calculate the Electricity Costs in Section 9.5.3 (Determination of the Levelized Charge) of
this Part I (Instructions to Bidders) of the RFP that is assumed to be dispatched in Contract Year
m, the Bidder should assume 100% dispatch of the Plants and average site conditions.

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9.5.3 Determination of the Levelized Charge

The Levelized Charge will be calculated as the ratio of the net present value of the Total Service
Payments (“TOSP”) to the net present value of the corresponding Net Influent Treatment
Capacity (“NPVC”) starting from the scheduled financial close date and extending to the end of
the term of the STCNIA, assuming average site conditions and 100% dispatch with the CN
Annuity for the Collection Network loaded on to the cost of the SSTPs:

𝑻𝑶𝑺𝑷
𝑳𝑪 =
𝑵𝑷𝑽𝑪

Where:
LC = Levelized Cost (SAR/m3)

TOSP = Net present value of Total Service Payments (in SAR)

NPVC = Net present value of the Guaranteed Influent Treatment Capacity over the
term of the STCNIA (assuming 100% dispatch) (in m3)

TOSP will be calculated as the net present value of the annual payments in the Contract Years
during the term of the STCNIA:

𝟐𝟗
𝑻𝑷𝒎
𝑻𝑶𝑺𝑷 = ∑ 𝒎𝒄
𝒎=𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓

Where:

TOSP = Net present value of Total Service Payments (in SAR)

TPm = Total Service Payments in Contract Years (in SAR)

m = Contract Year (1, 2, 3,…29)

r = Annual discount rate (=7.5%)

mc = Number of days between PCOD and the mid-period date for Contract Year
m

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The Total Payments (“TPm”) for each Contract Year will be calculated in accordance with
Appendix 8 (Calculation of Payment) of the STCNIA as follows:

𝑻𝑷𝒎 = 𝑨𝒎 + 𝑩𝒎 + 𝑪𝒎 + 𝑫𝒎 + 𝑪𝑨𝒎

Where:
TPm = Total Payments in (in SAR) in Contract Year m
Am = Capital Cost Payment (in SAR) in Contract Year m
Bm = Fixed Operation and Maintenance Payment (in SAR) in Contract Year m
Cm = Electricity Costs (in SAR) in Contract Year m
Dm = Variable Operation and Maintenance Payment (in SAR) in Contract Year
m
CAm = CN Annuity (in SAR) in Contract Year m

The NPVC assumed to be dispatched during the term of the STCNIA will be calculated as
follows:

𝟐𝟗
𝑬𝒎
𝑵𝑷𝑽𝑪 = ∑ 𝒎𝒄
𝒎=𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓

Where:

NPVC = Net present value of the Yearly Guaranteed Influent Treatment Capacity
over the term of the STCNIA (in m3)
Em = Yearly Guaranteed Influent Treatment Capacity (in m3) in any Contract Year
m
m = Contract Year (1, 2, 3,… 29)

r = Annual discount rate (=7.5%)

mc = Number of days between PCOD and the mid-period date for Contract Year
m

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The Yearly Guaranteed Influent Treatment Capacity (“Em”) in each Contract Year m will be
calculated as follows:

𝑪𝑪𝒎
𝑬𝒎 = × 𝒉𝒎
𝟐𝟒

Where:

Em = Yearly Guaranteed Influent Treatment Capacity (in m3) in any Contract

Year m

CCm = Daily Guaranteed Influent Treatment Capacity of the Plant (in m3/d)

m = Contract Year (1, 2, 3,…29)

Hm = Duration (in h) of corresponding Contract Year m

9.6 Secondary Evaluation Criteria

9.6.1 Application

In the event that following the determination of the Levelized Charges for the Bids, in SWPC's
opinion the lowest Levelized Charges are so close that it is reasonable to take account of the
Secondary Evaluation Criteria, SWPC may apply the Secondary Evaluation Criteria in order to
determine which Bidders to shortlist and appoint as Preferred and Reserve Bidders.

9.6.2 Criteria

The Secondary Evaluation Criteria are as follows:

(i) the extent of Bidder mark-ups of the Project Agreements and the degree of risk transfer
proposed by the Bidders as compared to the Draft Project Agreements issued with this
RFP;

(ii) the Bidders' proposed contracted electrical energy consumption, having regard to both the
level proposed and its likely achievability;

(iii) the quality, content and ambition of the draft Local Content Scorecard and programme for
the employment and training of Saudi Arabian citizens, as required under Section 7.8

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(Local Content and Programme for the Employment and Training of Saudi Arabian
Citizens) of this Part I (Instructions to Bidders) of the RFP;

(iv) Comprehensiveness and completeness of EPC and O&M arrangements;

(v) Level of any uncertainty in respect of the Project Implementation Schedule; and

(vi) Ability to achieve timely closure of financing (including assessment of the level of
outstanding due diligence issues and level of commitments obtained).

9.7 Notification of Selection

9.7.1 Notification of Shortlisted Bidders

(i) SWPC intends to shortlist and notify one or more Bidders (the “Shortlisted Bidders”).
These Shortlisted Bidders must acknowledge receipt of this notification, in writing, within
one (1) week from the date of issuance thereof;

(ii) SWPC may choose to select one of these Shortlisted Bidders as the “Preferred Bidder”
and to select one or more of these Shortlisted Bidders as “Reserve Bidder(s)”. SWPC
may proceed to clarify and negotiate any outstanding issues with the Preferred Bidder and
(at SWPC's discretion) any Reserve Bidders; and

(iii) Following selection of the Successful Bidder, SWPC may require each Shortlisted Bidder
to procure confirmation from ECAs as per Section 4.2.3 (Requirements from the Bidder:
Senior Debt Finance) of this Part I (Instructions to Bidders) of the RFP in order to give
SWPC additional comfort that if the Shortlisted Bidder was selected as the Successful
Bidder it would be able to achieve the Closing Date in accordance with their proposed
Implementation Schedule.

9.7.2 Notification of Unsuccessful Bidders

In parallel with the selection of the Shortlisted Bidders, SWPC will advise unsuccessful Bidders
of the outcome of their Bids.

Upon this notification, such unsuccessful Bidders must confirm they have released their
Financing Parties from any obligations they have towards the unsuccessful Bidder, following the
receipt of such confirmation, SWPC shall return the unsuccessful Bidders’ Bid Bonds.

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9.7.3 Negotiations and Execution of the Draft Project Agreements

Following completion of negotiations with the Preferred Bidder (and any Reserve Bidders with
whom SWPC chooses to negotiate), SWPC will select one of the Shortlisted Bidders as the
“Successful Bidder” and proceed to execute the required agreements with this Bidder within
their proposed Implementation Schedule.

Upon selection, the Successful Bidder must promptly commence, in good faith, negotiations
with SWPC and seek to agree and execute the Draft Project Agreements promptly and,
thereafter, to satisfy all conditions precedent to the Closing Date in order that construction of the
Project may commence in accordance with the Implementation Schedule.

Following the selection of the Successful Bidder, SWPC may keep the Bids of the Reserve
Bidders open for detailed discussions and negotiations until the signature of the STCNIA, a draft
of which is included in Part V (Draft Project Agreements) of the RFP.

Should the Successful Bidder fail to promptly incorporate the Company, the STCNIA (and other
draft Project Agreements) may be signed by SWPC and the Successful Bidder and later
novated to the Company.

The Successful Bidder will be responsible for any costs or expenses incurred by it in the
negotiation and execution of the Draft Project Agreements and for achieving Financial Closing in
accordance with the Implementation Schedule. SWPC will be under no obligation to reimburse
the Successful Bidder, or any Reserve Bidder, for any costs or expenses.

9.7.4 Development Security

On or before the signature of the STCNIA, the Successful Bidder must deliver to SWPC the
Development Security in the amount of ten percent (10%) of the EPC Contract Price and in the
form specified in Appendix 6 of the draft STCNIA provided in Part V (Draft Project Agreements)
of the RFP. The Development Security is required to be in place until six months after PCOD as
security for potential costs and damages incurred by SWPC, including as a result of:

- the Company failing to achieve the Closing Date by the date specified therefore under the
STCNIA;

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- the Company failing to pay any liquidated damages payable by the Company pursuant to
the terms of the STCNIA;

- the Company abandoning the Project;

- the Company not complying with its insurance obligations under the STCNIA;

- a Company event of default occurring under the STCNIA; or

- SWPC giving notice to the Company to extend the duration of the Development Security
and the Company failing to do so within fourteen (14) days of said notice or thirty (30) days
prior to the expiration date of the Development Security.

The cost for issuing and maintaining the Development Security shall be for the account of the
Successful Bidder. If the Successful Bidder fails to comply with the procedures outlined herein
for furnishing the Development Security, the Successful Bidder’s Bid Bond will be forfeited.

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Appendix A: Raw wastewater analysis of sewage samples collected in

Jazan*

Historical Concentrations
Properties Units
Minimum Average Maximum
TSS mg/l 260 327 483
Parameters pH 6.9 7 7.79
o
Temp. C 30 33 33.5
Properties of BOD5 mg/l 275 346 574
organic COD mg/l 455 593 884
chemicals Ammonia (NH3) mg/l 48.6 60 75

*The above table is used for reference purpose only. However, the design should be as per MEWA standard (Inlet specification).

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