DAJ - Part I - Instructions To Bidders - 29aug17 - R00

Ministry of Energy, Industry and Mineral Resources
Kingdom of Saudi Arabia
____________________________________________________________
DUMAT AL JANDAL WIND
INDEPENDENT POWER PLANT

Request for Proposals
29 August 2017
- PART I -
Instructions to Bidders
____________________________________________________________
RFP Table of Contents
Part I: Instructions to Bidders
Part II: General Technical Specifications
Part III: Technical Appendices
Part IV: Form Sheets
Part V: Draft Agreements

Part I
DUMAT AL JANDAL WIND INDEPENDENT POWER PLANT INSTRUCTIONS TO BIDDERS
DISCLAIMER AND CONFIDENTIALITY NOTICE

Unless otherwise defined below, capitalised terms have the respective meaning given to them in the
Instructions to Bidders.
The information contained in this request for proposals (“RFP”) has been prepared by the Ministry of
Energy, Industry and Mineral Resources (“MEIM”) acting through the Renewable Energy Project
Development Office (“REPDO”) with the assistance of Sumitomo Mitsui Banking Corporation (DIFC
Branch), DLA Piper Saudi Arabia, and Fichtner GmbH & Co KG (together, the “Advisers”) and is
furnished solely for the purpose of assisting the Bidder in making its own evaluation of the Project. It
does not constitute an offer in relation to the Project.
The information contained in the RFP does not purport to be all-inclusive or to contain all the
information that a Bidder or its advisers 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 advisers to verify independently the information
contained in the RFP, and to obtain any additional information that it may require, prior to submitting
a Proposal.
Neither MEIM, the Government of the Kingdom of Saudi Arabia (the “Government”) nor their
respective directors, officers, members, employees, agents or advisers (including the Advisers) 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.
MEIM reserves the right, in its absolute discretion, at any stage and without notice, to terminate
further participation in the process by any 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 MEIM, the Government nor their respective directors, officers, members, employees, agents
or advisers (including the Advisers) shall have any responsibility or liability for any costs, expenses or
other liabilities incurred by any Bidder.
Each Managing Member and Technical Member is being supplied with the RFP and is being admitted
to this stage of the tender process on the basis, and subject to the terms, of the Confidentiality
Agreement executed by it prior to the release of this RFP, which shall continue to apply to it for the
remainder of the tender process. Each Consortium Member that is supplied with the RFP by a
Managing Member or a Technical Member will be subject to the terms of the Confidentiality
Agreement executed by it which shall continue to apply to it for the remainder of the tender process.
The RFP and the information contained therein are confidential and may not be issued,
published, distributed or otherwise divulged to any other persons (other than in accordance with
such Confidentiality Agreement).
I
Part I
TABLE OF CONTENTS
GLOSSARY 6
1. INTRODUCTION 14
1.1 General Introduction 14
1.2 The “Guiding Principles” 15
1.3 Contractual and Commercial Overview 15
1.4 Technical Overview 16
1.5 Site 17
1.6 Project Company Formation 18
1.7 Project Agreements 18
1.8 Financing Structure 19
1.9 Payment Structure 20
1.10 Project Schedule 20
2. TECHNICAL STRUCTURE 22
2.1 General Description 22
2.2 Power Interfaces 23
2.3 EPC 23
2.3.1 EPC Contractor 23
2.3.2 Required Bid Information 24
2.3.3 Responsibilities 24
2.3.4 Proven Equipment and Equipment Suppliers 25
2.3.5 Testing 26
2.3.6 General 27
2.4 Operations and Maintenance 27
2.4.1 O&M Contractor 27
2.4.2 Required Bid Information 28
2.5 Local Content Requirement 30
2.6 Employment and Training of Saudi Nationals 31
2.7 Plant Substation and Grid Station 32
2.8 Wind Measurement Data 32
2.9 ESIA 33
2.10 Operational, Dispatch and Maintenance Requirements 33
2.10.1 Operational Requirements 33
2.10.2 Dispatch Requirements 33
2.10.3 Maintenance Requirements 33
2.11 Project Implementation Schedule 33
3. PROJECT CONTRACTUAL STRUCTURE 34
II
Part I
3.1 Project Company 34

3.1.1 Ownership of Project Company 34
3.1.2 Legal Form of Project Company 35
3.2 Draft Agreements 35
3.2.1 Power Purchase Agreement (“PPA”) 35
3.2.2 Credit Support 36
3.2.3 Sub Lease Agreement (“SLA”) 36
3.2.4 Project Development Agreement (“PDA”) 37
3.2.5 Electricity Interconnection Agreement (“EIA”) 37
3.2.6 EPC Contract: Key Terms 37
3.2.7 Full EPC Contract 40
3.2.8 O&M: Key Terms 40
3.2.9 Full O&M Contract 43
3.2.10 Agreements with Financing Parties 43
4. PROJECT COSTS AND FINANCING STRUCTURE 44
4.1 Project Costs 44
4.1.1 Development Costs and Licence Fees 44
4.1.2 O&M Costs 45
4.2 Financing of Project Costs 45
4.2.1 Equity Funding -Requirements from Bidders 45
4.2.2 Senior Debt Facilities - Requirements from Bidders 46
4.2.3 Senior Debt Terms and Conditions 47
4.2.4 Form Sheet Requirements 49
4.3 Interest Rate Hedging 50
4.4 Exclusivity 52
5. FINANCIAL MODEL AND FORM SHEETS 53
5.1 General 53
5.2 Timing 54
5.3 Assumptions and User Book 54
5.3.1 Efficiency and Accuracy 54
5.3.2 Consistency 54
5.3.3 Flexibility 54
5.3.4 Ease of Audit 55
5.3.5 User-friendliness 55
5.4 Required Outputs 55
5.5 Required Returns Analysis 56
5.6 Required Sensitivities 56
III
Part I
5.7 Evaluation 56
6. PAYMENT STRUCTURE 57
6.1 Introduction 57
6.2 Energy Payments 57
6.3 Price Indexation 57
6.4 Calculation of Energy Payments 58
6.5 Supplemental Payment Adjustments 58
7. OTHER COMMERCIAL REQUIREMENTS 59
7.1 Legal Requirements of Bidders 59
7.1.1 Notice of Intention to Bid 59
7.1.2 Legal Form of Bidders 59
7.1.3 Qualification of Bidders and Consortium Members 59
7.1.4 Requirements for Consortium 59
7.1.5 Changes in Bidders after Bid Submission Date 60
7.2 Governing Laws 60
7.3 Permits and Licences 60
7.4 Operating and Accounting Procedures 60
7.5 Insurance 60
8. PREPARATION AND DELIVERY OF PROPOSALS 62
8.1 Compliance with Instructions 62
8.2 Request for Clarifications 62
8.3 Addenda to RFP 62
8.4 Bid Conference, Site Visit and Bid Costs 62
8.5 Validity, Modification and Withdrawal 63
8.6 Confidentiality and Opening of Proposals – to update with ePP decision 63
8.7 Bid Submission Requirements 64
8.7.1 Letter of Intention 64
8.7.2 Bid Submission – to update with ePP decision 64
8.7.3 Letter of Conveyance 65
8.8 Bid Bond 65
8.9 Bid Documents 65
8.9.1 Volume I 66
8.9.2 Volume II 67
8.9.3 Volume III 68
8.9.4 Volume IV 68
9. PROPOSALS 69
9.1 Clarification of Proposals 69
IV
Part I
9.2 Responsiveness and Rejection of Proposals 69

9.3 Evaluation of Proposals 71
9.3.1 Methodology 71
9.3.2 Assumptions for Calculation of Required Values 71
9.3.3 Determination of the LCOE 71
9.4 Notification of Selection 73
9.4.1 Reservation of Rights 73
9.4.2 Notification of Shortlisted Bidders 73
9.4.3 Notification of Unsuccessful Bidders 73
9.4.4 Negotiations and Execution of the Draft Agreements 73
9.4.5 Development Security 74
V
Part I
GLOSSARY
Capitalized 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 Power Purchase Agreement (“Definitions and
Interpretation”).
Addendum Has the meaning given to it in Section 8.3

Advisers Sumitomo Mitsui Banking Corporation - DIFC Branch (SMBC) as
Financial Adviser
DLA Piper Saudi Arabia as Legal Adviser
Fichtner as Technical Adviser
Affiliate Means, in relation to a person, a company or entity that directly or
indirectly controls, or is controlled by, or is under common control
with that person. For the purposes of this definition, "control" shall
mean:
a) ownership or control (whether directly or otherwise) of
50% or more of the equity share capital, voting capital or
the like of the controlled entity, or
b) ownership of equity share capital, voting capital, or the like
by contract or otherwise, conferring control of, power to
control the composition of, or power to appoint, 50% or
more of the members of the board of directors, board of
management, or other equivalent or analogous body of the
controlled entity
Annual Employment Programme Has the meaning given to it in clause 12.5.3 and Schedule 20 of the
PPA
Available or Availability Means the state in which the Plant is capable of providing service,
whether or not it is actually delivering Net Electrical Energy to the
Connection Point
Bank Acknowledgement Letter Means a letter from each of the financial institutions providing
Committed Facilities as part of its Proposal as described in Section
4.2.2 and a form of which is included in Form Sheet K.1 of Part IV
of the RFP
Bid Bond Has the meaning given to it in Section 8.8
Bidder Means:
a) an individual company having met the requirements for
both Managing Member and Technical Member as
recognised in the NPQ,
b) a Consortium with members having met the requirements
for Managing Member and Technical Member as
recognised in the NPQ, or
c) a Bidder defined in (a) or (b) above, as amended in
accordance with Section 7.1.3 of this RFP,
who submits a Proposal in response to this RFP
Bidder’s Financial Model Means the financial model to be prepared and submitted by the
Bidder in accordance with Section 5.1
Bid Submission Date 25 January 2018
BOO Means build, own, and operate
6
Part I
Certificate of Origin Means a document, certified by a registered body, attesting that

good has been wholly obtained, produced, manufactured or
processed in a particular country
Closing Date Means the date the Parties certify that the conditions precedent
under the PPA have been satisfied (or waived), in accordance with
Clause 3.1.1 of the PPA
Committed Facilities Debt finance for which credit approved commitments from financial
institutions has been obtained as part of its Proposal as described in
Section 4.2.2
Company Event of Default Has the meaning given to it in the PPA
Confidentiality Agreement Means REPDO's standard form non-disclosure agreement signed by
each Managing Member, Technical Member and Consortium
Member prior to receiving this RFP
Connection Point Has the meaning given to it in the PPA
Consortium A joint venture, partnership or other combination of international
and/or KSA companies formed in compliance with the provisions of
this RFP and acting in concert as a Bidder for the purpose of
responding to this RFP
Consortium Member Means each individual company forming part of a Consortium
Contracted Capacity Has the meaning given to it in the PPA
Contract Year Means each 12 month period during the Term commencing at
00:00hrs on the Project Commercial Operation date and ending at
00:00hrs on the following anniversary of the Project Commercial
Operation Date, provided that the last Contract Year shall end at
00:00 hours on the last Day of the Term
DAJ Dumat Al Jandal
Decision No 50 Decision No 50 of the Council of Ministers of Saudi Arabia
pertaining to the employment of Saudi Arabian nationals
Deemed Electrical Energy Has the meaning given to it in the PPA
Detailed Cost Factors Means each of the cost elements of the Project set out in Part 2 of
Schedule 18 of the PPA
Development Security Has the meaning given to it in Section 9.4.5 and as further described
in the PPA
Development costs Has the meaning given to it in Section 4.1
Draft Agreements Means the PPA, PDA, SLA and EIA as provided in Part V: Draft
Agreements of the RFP and in addendum(s) to this RFP
DSCR Means Debt Service Coverage Ratio
Earliest Connection Date Means 31 December 2019
ECA Means export credit agency
ECRA Means the Electricity and Co-generation Regulatory Authority,
whose role is defined in Section 1.1
Effective Date Means the date of execution of PPA
EIA Means the Electricity Interconnection Agreement
Energy Charge Means the price of electricity charged by Project Company to the
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Part I
Offtaker, comprising the foreign and local components after

adjustment and defined in schedule 9 (Calculation of Payment) of
the PPA
Energy Payment Means the energy payment for Net Electrical Energy delivered to
the Offtaker, or deemed to be delivered to the Offtaker and as
defined in schedule 9 (Calculation of Payment) of the PPA
EoD Means Event of Default and as the context requires a Company
Event of Default or an Offtaker Event of Default as further defined
in the PPA
EPC Means engineering, procurement and construction
EPC Contract Means the lump sum turnkey contract to be entered into between the
Company, and the EPC Contractor for, as applicable, the design,
engineering, procurement, manufacture, factory testing,
transportation, construction, erection, installation, completion,
testing, commissioning and warranty of the Plant
EPC Contractor Means the contractor hired by the Project Company to perform the
obligations of the EPC Contractor under the EPC Contract
ePP Means electronic procurement portal
Equity Has the meaning given to it in Section 4.2 and as further defined in
the PPA
Equity Bridge Loans Means a loan, other than Senior Debt and subordinated to Senior
Debt, to fund the Equity contributions of one or more Shareholder,
repayable in full on or before the Equity Injection Date, supported
by guarantees from the Shareholders or other credit support from the
Shareholders, and without the recourse to the assets or security of
the Project
Equity Injection Date Means the date upon which the Equity has been contributed in full
and all Equity Bridge Loans have been fully repaid and which date
shall not be later than PCOD + 3 years
Equity IRR Has the meaning given to it in Section 4.2.1
ESIA Means the environmental and social impact assessment
Financial Closing Means Financing Documents covering 100% of the total capital cost
of the Project, other than the amount to be funded by Equity, shall
have been signed and are in full force and effect and funds are
committed and available to be drawn thereunder
Financing Documents Means any and all loan agreements, notes, bonds, indentures,
security agreements, direct agreements, registration, or disclosure
agreements, export credit agreements, guarantees, or insurance
policies, subordination agreements, mortgages, deeds of trust, credit
agreements, intercreditor agreements, note or bond purchase
agreements, hedging agreements, participation agreements, and
other documents (including Islamic facilities agreement, service
agency agreements, lease agreements, purchase agreements, and
agency and asset participation agreements), but excluding Equity
Bridge Loans and any hedging agreements in respect of Equity
Bridge Loans, including but not limited to any modifications,
supplements, extensions, renewals and replacements of any such
financing or refinancing
Financing Party Means any person or persons providing Islamic, commercial debt,
export credit agency-backed, bind, or capital market financing or
refinancing under any Financing Documents to the Project
8
Part I
Company and their permitted successors and assigns, including any

agent or trustee for such person or persons, but excluding (I) any
Shareholder of affiliate of a Shareholder with respect to
indebtedness constituting Equity and (II) any provider of Equity
Bridge Loans or hedging agreements in respect of Equity Bridge
Loans
Financing Term Sheet Means the outline terms and conditions of Senior Debt Facilities
signed by the Bidders Financing Parties as part of its Proposal in the
form of the term sheet attached to Form Sheet K2
First Energy Date Means the date on which the Plant has passed the First Energy Date
Tests
First Energy Date Tests Means the SCADA System Tests, Plant Substation Tests, 132 kV
OHL tests and Interface Test with Grid Station and Control Center
as defined in Schedule 6 (Testing) of the PPA.
Full Term Finance Facilities Has the meaning set out in Section 4.2.3
First Ranked Bidder Has the meaning given to it in Section 9.4.2
Form Sheet Means the standardised forms provided as Part IV to the RFP, to be
completed and submitted by Bidders as part of their Proposal
Good Utility Practice Means those practices, methods, equipment, specifications and
standards of safety and performance (as may change from time to
time) employed by experienced international contractors or
operators in the electricity generation industry engaged in the same
type of undertaking under the same or similar circumstances and
conditions, which in the exercise of reasonable judgement in the
light of the facts known at the time, the judgement was made, are
considered good, safe and prudent practice commensurate with
standards of safety, performance dependability, efficiency and
economy
Government Means the government of the Kingdom of Saudi Arabia
Grid Code means the Saudi Arabia Grid Code
Grid Station Has the meaning given to it in Section 1.4
Guaranteed Plant Power Curve Means the plant power curve guaranteed by Project Company as set
forth in Form Sheet D
Hals Means Halalahs (100 Hals = 1 SAR)
Head Lease Has the meaning given to it in Section 3.2.3
IEC International Electrotechnical Commission
In-house O&M Has the meaning given to it in Section 2.4.1
In-Kingdom Supplier Means a supplier of goods and services incorporated and validly
existing in the Saudi Arabia
Inter Array Grid Test Has the meaning given to it in schedule 6 of the PPA
IPP Means independent power plant
IRR Means internal rate of return
ITB Means Part I: Instructions to Bidders of this RFP
JSC Means joint stock company
KSA Means the Kingdom of Saudi Arabia
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Part I
kV Means Kilovolts
kWh Means Kilowatt-hour
LDs Means liquidated damages
Letter of Conveyance Means the letter to be submitted by each Bidder as specified in
Form Sheet A
Letter of Intention Means the letter of intention as specified in Form Sheet J.1, to be
submitted by each Bidder
Levelised Cost of Electricity or Means the value in Hals / kWh referred to in Section 9.3.3 of this
LCOE Part I (Instructions To Bidders)
LLC Means limited liability company
Localised Value Means the amount of Total Project Capex that has been expended
on Detailed Cost Factors sourced from In-Kingdom Suppliers and
remuneration of Saudi Arabian nationals employed by the Company
and the EPC Contractor on construction related activities for the
Project
Main Equipment Wind turbine, transformer, switchgear, OHTL and Met Masts
Managing Member Main point of contact and manager in respect of a consortium, duly
qualified by REPDO during RFQ stage
Maximum Export Limit Means the maximum active export capacity of the Plant at the
Connection Point at any time not exceeding 400MW
MEIM Means Ministry of Energy, Industry and Mineral Resources
MEASNET Means Measuring Network of Wind Energy Institutes
Met Masts Has the meaning given to it in the PPA
Model Book Has the meaning given to it in Section 5.3
MW Means megawatt
MWh Means megawatt-hour
Net Electrical Energy Means the net electrical energy delivered to the Offtaker at the
Connection Point and as defined in schedule 9 (Calculation of
Payment) of the PPA
NPQ Means a Notice of Pre-Qualification issued in accordance with the
RFQ
NPV_TEP Means the Net Present Value of Total Energy Payment as defined in
Section 9.3.3
NPV_TNE Means the net present value of Total Net Electrical Energy assumed
to be dispatched as defined in Section 9.3.3
NREP Saudisation Compliance Means the mechanism established to measure the levels of
Metric and “NSCM” Saudisation and local spending in Saudi Arabia as set out in Section
2.5 and schedule 18 of the PPA
NSCM Auditor Means an auditor appointed to audit NSCM Compliance Report in
accordance with Section 2.5 and schedule 18 the PPA
NSCM Bond Means the irrevocable and unconditional bank guarantee in the
amount of USD 20,000,000 issued by a bank or banks licensed to do
business in Saudi Arabia and in the form set out in schedule 19 of
the PPA
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Part I
NSCM Compliance report Means the compliance report submitted by the Project Company in
accordance with Section 2.5 and schedule 18 of the PPA
NSCM Percentage Means a percentage equal to Localised Value divided by Total
Project Capex x 100
NSCM Projection Means a projection as described in paragraph 4 of Part 1 to schedule
18 of the PPA
Offtaker means the Saudi Power Procurement Company and as defined in the
PPA
Offtaker Event of Default Has the meaning given to it in the PPA
O&M Means operation and maintenance
O&M Contract Means the agreement between the Company and O&M Contractor
for the management, operation, maintenance and repair of the
Project
O&M Contractor Means the contractor hired by the Company to manage, operate,
maintain and repair the Project in accordance with the O&M
Contract.
PDA Means the Project Development Agreement
Performance Factor Has the meaning given to it in the PPA
Plant Means the wind power generating plant with total capacity output at
interconnection of a maximum of 400MW, near Dumat Al Jandal,
KSA developed, financed, designed, engineered, procured,
manufactured, factory tested, constructed, erected, installed,
completed, tested, commissioned, insured, owned, operated, and
maintained, decommissioned, and dismantled by the Company at
the Site, and includes, for the avoidance of doubt, the Plant
Substation
Plant Substation Has the meaning given to it in Section 1.4
PoA Means Power of Attorney
PPA Means the Power Purchase Agreement
Project Has the meaning given to it in Section 1.4
Project Company Means a new company, to be formed to undertake the Project,
incorporated and registered in KSA as a closed JSC or LLC
Project Commercial Operation Has the meaning given to it in the PPA
Date and “PCOD”
Project Implementation Schedule Means the schedule for implementation of the Project in accordance
with the requirements of Form Sheet I Part IV of the RFP
Projected Net Electrical Energy Projected Net Electrical Energy for each year of the PPA as set out
in Bidder’s Financial Model
Proposal Means the proposal of the Bidder, submitted in response to the RFP
REPDO Means the Renewable Energy Project Development Office
RFP Means this request for proposal

RFQ Means request for qualification issued by MEIM, acting through
REPDO, on 16 July 2017
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Part I
SAR Means Saudi Arabian Riyal

Saudisation Means the policy which requires that all private sector entities in the
KSA attract and employ KSA nationals and provide them with
certain minimum contractual rights
Scheduled Closing Date Has the meaning given to it in Section 1 of the PPA
Scheduled Construction Has the meaning given to it in the Implementation Schedule
Milestone Dates
Scheduled Project Commercial Means 31 August 2020
Operation Date
SEC Means Saudi Electricity Company
Senior Debt Means all amounts required to be paid or repaid by the Project
Company pursuant to the Financing Documents in respect of
amounts raised in the international, regional, Islamic, or local
financial markets and utilised to fund Project Costs, excluding
interest costs (unless funded by drawings under Senior Debt
facilities prior to PCOD) and excluding Equity Bridge Loans and
amounts to fund Equity
Shareholder Means a company who is from time to time registered in the Project
Company's share register as a holder of shares
Shortlisted Bidder Has the meaning given to it in Section 9.4.2
Site Means the land upon which the Plant and associated facilities and
infrastructure will be situated and as described in Section 1.5
SLA Means the Sub Lease Agreement
Soft Mini Perm Financing Has the meaning set forth in Section 4.2
Facilities
Successful Bidder Has the meaning given to it in Section 9.4.4
Take Out Debt Facility Has the meaning given to it in Section 4.2
Target Refinancing Date Has the meaning given to it in Section 4.2
Technical Member Means a Consortium Member that meets the specific wind
generation criteria, duly qualified by REPDO during RFQ stage
Technical Specifications Means Part II of the RFP: Technical Specifications
Term Means the 20 year tenor of the PPA commencing on PCOD, as may
be extended or earlier terminated in accordance with the provisions
of the PPA
Total Debt Funding Requirement The total debt required to fund the project as evidenced by Form
Sheet G.1 and the Finance Plan in Form Sheet K.3
Total Energy Payment and Has the meaning given to it in Section 9.3.3
“TEP”
Total Net Electrical Energy and Has the meaning given to it in Section 9.3.3
“TNE”
Total Project Capex Has the meaning given to it in Section 2.5
Total Project Cost Has the meaning given to it in Section 1.8
Uncommitted Facilities Means debt finance for which credit approved commitments from
financial institutions has not been obtained at Proposal submission
12
Part I
as described in Section 4.2.2

USD Means US dollars
Validity Period Has the meaning given to it in Section 8.5
WTG Wind Turbine Generator
13
Part I
1. INTRODUCTION
1.1 General Introduction
MEIM is the party, which has been given the responsibility for achieving the energy related objectives
set out in Saudi Arabia’s Vision 2030 and in order to do so MEIM has created a new office, namely
REPDO, to execute the Kingdom’s renewable energy plan.
MEIM, acting through REPDO, invites pre-qualified developers and consortia, who are recipients of
this RFP to submit their Proposals for the development, design, permitting, engineering, financing,
procurement, construction, commissioning, testing, completion, ownership, insurance, operation,
maintenance, final dismantling and decommissioning of a greenfield wind power plant near the cities
of Dumat Al Jandal and Sakaka, in the northern region of KSA (the “Project”).
The Project will be structured as a standalone IPP and will be developed on a BOO basis under one
special purpose company to be 100% owned by the successful Bidder, i.e. pre-qualified Applicant,
which will be incorporated and registered in KSA as a closed JSC or LLC. No investment from any
Government entity in the Project Company is being specified or offered as part of this RFP.
REPDO expects the Project to be financed through the raising of limited or non-recourse debt
facilities.
The Project will be the first wind IPP and forms part of Round One of the National Renewable Energy
Programme.
The Electricity and Co-Generation Regulatory Authority (“ECRA”) is the regulator for the electricity
and water desalination industry in Saudi Arabia. In accordance with the Electricity Law and its
Charter, ECRA oversees 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.
The RFP consists of the following:
 Part I: Instructions to Bidders (the “ITB”) which provides an overview of the Proposal process
and the associated documentation:
 Part II: Technical Specifications;
 Part III: Technical Appendices;
 Part IV: Form Sheets; and
 Part V: Draft Agreements.
The Scheduled PCOD of the Project is 31 August 2020.
Bidders will not be permitted to connect to the Grid Station before an Earliest Connection Date of 31
December 2019. First Energy Date Tests may then commence following the Earliest Connection Date.
Following the First Energy Date, it is envisaged that WTGs will commence exporting to the gird on a
rolling basis as Wind Turbine Mechanical Completion Tests are completed and WTG’s commence
Wind Turbine Reliability Tests. Met Mast Tests and Inter Array Grid Tests will also be undertaken.
Payments for the electricity dispatched will only commence upon completion of the First Energy Date
Tests and achievement of First Energy Date.
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Part I
The above programme must comply with an implementation programme to be proposed by Bidders
which can consist of up to four Scheduled Construction Milestone Dates including up to three interim
Construction Milestone Capacities and a final Construction Milestone Capacity or Contracted
Capacity, all of which are to be proposed by Bidders in their Proposals.
At the final Construction Milestone Date, the Contracted Capacity of the Plant at the Connection Point
as specified in the PPA must be between 380MW and 400MW, and whilst no maximum nominal
capacity is set, at no point in time pre or post PCOD will the Project Company be permitted to request,
or allowed to try to request to dispatch in excess of 400MW at the Connection Point (“Maximum
Export Limit”). All payments made under schedule 9 to the PPA will be capped at a dispatch level of
400MW.
Bidders are strongly encouraged to ensure the final Construction Milestone Date is scheduled
sufficiently before the Scheduled Project Commercial Operation Date to allow completion of the Plant
Reliability and Capacity Test and WTG Power Curve Verification Test (as defined in schedule 6
“Testing” of the PPA) in time for the Scheduled Project Commercial Operation Date.
Bidders should note that contractual protection in the form of Deemed Energy Payments will be based
on the Scheduled Construction Milestone Dates proposed by the Bidder. Bidders should also note that
delay LDs will apply if the Scheduled Construction Milestone Dates are not achieved. Please refer to
the PPA for further details.
1.2 The “Guiding Principles”
MEIM will operate in accordance with the Guiding Principles that have been established for the
National Renewable Energy Programme, derived from overarching goals of the Kingdom set for the
energy sector.
 Competitiveness – Maximise competitiveness (i.e. number of bidders) while ensuring certain

level of competencies is met.
 Value to the Kingdom – Optimize evaluation across technical, commercial, and local content
parameters to maximize value to the Kingdom.
 Fairness and transparency – Ensure professionalism, transparency, and fairness throughout
the process.
 Timeliness – Ensure timeliness in order to meet targets set out in Vision 2030.
 Risk – Minimize risks inherent in Renewable IPP development.
1.3 Contractual and Commercial Overview
To implement the Project, the Successful Bidder will be obligated, inter alia, to enter into a 20 year
PPA, under which following PCOD, the Project Company will sell its entire net power output to the
Offtaker.
The Site will be secured by the Offtaker and provided to the Project Company under the SLA pursuant
to which the Offtaker will sub-lease the Site to the Project Company. The SLA is provided as part of
Part V of this RFP.
In addition as part of its Proposal, the Bidder is required to specify an experienced contractor for the
engineering, procurement and construction of the Plant (“EPC Contractor”), which maybe a single
company or a consortium, together with designated subcontractors, if relevant, that have sufficient
experience in engineering, procurement, and construction of utility scale wind energy plants.
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Part I
The EPC Contractor shall be contracted under a lump sum, date certain, turnkey engineering,
procurement and construction contract. Further details are set out in Section 2.3.
Section 2.4 sets out further details of the O&M arrangements.
1.4 Technical Overview
The Project will involve inter alia:
 the development, design, permitting, engineering, financing, procurement, construction,

commissioning, testing, completion, ownership, insurance, operation and maintenance and final
dismantling and decommissioning of a greenfield wind energy plant. The Contracted Capacity
of the Plant at the Connection Point must be between 380MW and 400MW, and whilst no
maximum nominal capacity is set, Bidders must take into account that the Offtaker will not
dispatch the plant at any stage beyond 400MW at the Connection Point (the Maximum Export
Limit). Alternative Proposals assuming the dispatch of larger capacities than 400MW at the
Connection Point at any time will not be accepted and will be ruled non-compliant. In addition
Bidders must note that no alteration to the proposed site plan will be permitted; and
 the development, design, permitting, engineering, financing, procurement, construction,
commissioning, testing, completion, ownership, insurance, operation, maintenance, final
dismantling and decommissioning of one or more 132 kV Substation (“Plant Substation”) as
per Bidder’s design and the transmission lines which will connect these Plant Substations to the
SEC 380 kV grid station being built by SEC for the Project (“Grid Station”).
This section and in particular Part II of the RFP provide a more detailed description of the Project,
including the Plant and associated facilities.
The Plant is based on wind power generation. The Bidder is free to design the Plant as the Bidder
deems appropriate, providing that the Bidder complies with the design, conditions and performance
based minimum specifications as set out in Part II of the RFP. REPDO expects equipment to be
procured from top tier suppliers with bankable references and ask Bidders to propose the technology
they deem most appropriate.
The Project will be designed, manufactured and configured in such a way that it will exhibit high
efficiency, availability and reliability with minimum energy generation costs, so the Plant shall be
suitable in every respect for continuous operation at maximum output under the climatic conditions
particular to the Site.
The Plant shall be optimised to offer the least cost electricity generation taking into consideration the
design and operational requirements, as specified in the RFP.
The Bidder shall take into account that the Plant construction works will be executed in parallel to the
construction of a new Grid Station to connect the Plant with the Saudi Electric Company (SEC)
Transmission System. The 380 kV overhead lines from the SEC grid and the new Grid Station will be
built by SEC, up to and including the 132 kV gantries at the substation boundary to connect the Plant’s
132 kV lines. The Bidder shall coordinate its activities with SEC, especially regarding the technical
interfaces.
From the Plant Substation overhead transmission line (OHTL) circuits have to be connected to the
Grid Station by the Bidder. The scope of work to be designed and developed by the Bidder shall
include the following:
 132 kV transformers;
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Part I
 Protection and communication for 132 kV OHTL;

 132 kV OHTL; and
 Fiber optic cable for 132 kV OHTL till the communication room/customer room at the Grid
Station.
The delivery point for the export of power from the Plant will be the Connection Point to the Grid
Station. Under the PPA, SEC will have responsibility for the operation and maintenance of the
electricity grid and the Grid Station.
For further details in respect of the technical scope of work, please refer to Part II of the RFP.
At the end of the Plant’s active operational live, the Project Company will be required to
decommission and dismantle the Plant. Decommissioning and dismantling shall include but not be
limited to:
 For the wind turbines, removal of those parts of the wind turbines towers, foundations or
associated structures above surface grade;
 For all other parts of the Plant (including the Plant Substations), removal of all parts (including
piles or foundations) above surface grade and to a depth of the higher of: (a) 1 meter below
surface grade; and (b) the rock formation; and
 Returning the Site to surface grade.
1.5 Site
The Project Site is located 11 km north of Dumat Al Jandal town in the Al Jouf region of the Kingdom
of Saudi Arabia. A map showing the Site is presented in the figure below:
The size of the available area is approximately 93km2. The entire site area is situated on a flat plateau
at an average elevation of between 750m and 850m above sea level and at an elevation of
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Part I
approximately 200m higher than the town of Dumat Al Jandal. The ground cover is arid desert. No
significant vegetation can be observed at the site.
Land arrangements at Dumat Al Jandal have been finalised and land is being secured for the Project.
Preliminary Layout of DAJ Wind IPP
The exact dimensions for the Site are defined in Part II of the RFP. All Bidders must respect the exact
dimensions set out for the Project. Land outside these dimensions has not been secured for the Project
and may be allocated for other land use developments. Any proposal that is received which changes
the land area allocated for this Project will immediately be rejected and the Bidder ruled non-
compliant.
1.6 Project Company Formation
The Project will be developed on BOO basis and the Project Company will be 100% owned by the
Successful Bidder. The Successful Bidder (including each Consortium Member, as applicable) will be
required to invest in the equity of the Project Company, either directly or through their wholly owned
subsidiary companies.
It is the responsibility of the Successful Bidder to incorporate the Project Company under the laws of
KSA, either as a closed JSC or an LLC. In submitting their Proposal, Bidders acknowledge that the
responsibility of incorporating Project 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 their Project Company. The dates in the Project Implementation
Schedule will not be adjusted to the extent the Successful Bidder is delayed in incorporating their
Project Company.
1.7 Project Agreements
The Project Company will enter into the following Project Agreements:
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Part I
Agreement Parties
Power Purchase Agreement ("PPA") Project Company and Offtaker
Project Development Agreement (“PDA”) Consortium Members (not their investment
vehicle) and Offtaker
Sub Lease Agreement ("SLA") Offtaker and Project Company
EPC contract (“EPC Contract”) Project Company and the EPC Contractor
Operations and Maintenance Contract (“O&M Project Company and O&M Contractor to the
Contract”) extent O&M services are not being provided by
the Project Company
Electricity Interconnection Agreement (“EIA”) Project Company and SEC
The principal agreement under which the Project will be implemented is the PPA.
The EPC Contractor is required to be contracted under a lump-sum, date certain turnkey EPC Contract
with the Project Company, which as a minimum incorporates the terms set out in Section 3.2.6.
The Project Company may contract with an experienced O&M Contractor under a comprehensive
O&M Contract for the long term maintenance of the Project and which at a minimum incorporates the
terms set out in Section 3.2.8. If Project Company will be providing O&M services through in-house
resources (“In-house O&M”), then Project Company is required to provide a comprehensive O&M
plan, including but not limited to details regarding maintenance, overhaul, specialist repair services,
equipment procurement and resourcing plan to the satisfaction of REPDO. In-house O&M will exempt
the Project Company from the requirement to submit O&M term sheet and substantial agreed O&M
Contract with the Proposal.
Additionally, the Project Company will enter into agreements required in relation to the financing of
the Project.
A summary of the key terms of the PPA, PDA, SLA and EIA and 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. Full form drafts of the PPA, PDA, SLA and EIA are included in Part V of the RFP.
REPDO considers that all of the commercial and legal risks relevant to the Project Company are
addressed by the PPA, EIA and the SLA.
1.8 Financing Structure
REPDO envisages the Project Company will secure funding for the total cost of the Project (the
“Total Project Cost”) from one or more potential sources including:
 Third-party Senior Debt:

− Commercial and Islamic bank financing from local, regional and international banks;
− ECA financing including direct loans and facilities guaranteed by official government
agencies;
− Capital markets issuance;
 Shareholder funding, including equity bridge loans (“EBLs”); and

 Internally generated net operating cashflows prior to PCOD.
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Part I
Senior Debt shall be limited or non recourse to the shareholders of the Project Company. The
responsibility for raising debt facilities and carrying out all such discussions and negotiations with
providers of such facilities will lie solely with the Successful Bidder.
Bidders should outline in detail the Total Project Cost in Form Sheet F.1. The Project Company is
required to finance the Total Project Cost and to achieve Financial Closing by the Scheduled Closing
Date.
Further details of REPDO’s requirements in respect of the financing of the Total Project Cost are
provided in Section 4.
1.9 Payment Structure
The payment structure will comprise of Energy Payments designed to cover Project Company’s debt
service, return on equity, taxes / duties, fixed and variable O&M costs.
The Project Company will receive Energy Payments in respect of:
 each unit / kWh of Net Electrical Energy delivered to Offtaker by Project Company at the
Connection Point; and
 each unit / kWh of Deemed Electrical Energy deemed to have been provided to Offtaker by
Project Company, in accordance with the terms of the PPA,
in both instances, at the Energy Charge detailed in the PPA. The Energy Charge is a fixed rate during
the Term and shall only be adjusted, where applicable, for inflation and currency adjustment as set out
in schedule 9 of the PPA.
The Project Company will be entitled to receive Energy Payment from the First Energy Date, upon
completion of the First Energy Date Tests which shall be no earlier than the Earliest Connection Date.
The Bidder is required to provide a Guaranteed Plant Power Curve in accordance with Part II Section
4, and in the form set out in Form Sheet D provided in Part IV of the RFP; Form Sheet D is to be
presented in Volume I Section D of the Bidder’s Proposal.
The Bidder is required to provide the Projected Net Electrical Energy in Volume I Section D of its
Proposal for each Contract Year of the PPA term in accordance with Form Sheet D2, and including a
description of the approach to derive the estimate based on Guaranteed Plant Power Curve.
1.10 Project Schedule
The proposed timetable for the Project is shown below:
Date Milestone
29 August 2017 RFP Release
27 September 2017 Provisional Date for Bidder Conference (to be held in KSA)
28 September 2017 Provisional Date for Site Visit
19 October 2017 Latest Date for Submission of Letter of Intention
22 December 2017 Latest Date for Submission of Bidder Questions
25 January 2018 Bid Submission Date
28 March 2018 Appointment of Shortlisted Bidders
17 May 2018 PPA Signing
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Part I
1 July 2018 Latest Financial Closing Date / Notice to Proceed

31 December 2019 Earliest Connection Date
31 August 2020 Scheduled PCOD
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Part I
2. TECHNICAL STRUCTURE
2.1 General Description
The detailed technical background and features of the Project are set out in Part II and include:
 Site location;
 Site conditions;
 Scope of the Project (supply and services);
 Plant capacity;
 Interfaces (e.g. with SEC substation and roads);
 Main design requirements;
 Environmental protection requirements;
 Inspection, testing and commissioning requirements;
 Operating and generating requirements;
 Interconnection requirements;
 Training requirements for in-house O&M;
 Technical documentation requirements; and
 Plant Substation requirements.
Site investigations will provide an overview to the Bidder of the topographical and geotechnical
characteristics of the Site. Copies of these reports will be provided in Part II of the RFP, but will be on
a non-reliance basis for information only.
Prior to the submission of the Bidders Proposal, Bidder and/or its proposed EPC Contractor shall
perform their own due diligence on the condition of the Site, which may include conducting a further
geotechnical engineering investigation. Access to the Site for such purposes can be arranged for
Bidder upon written request to REPDO.
Each Bidder should submit all technical information and data as required and outlined in Part II and in
the Form Sheets in Part IV of the RFP and the PPA, and should supplement such technical information
and data with additional descriptions, explanations, drawings and all other information necessary to
give REPDO a clear understanding of its Proposal.
Each Bidder is required to guarantee (as set out in Form Sheet D) the achievement of the performance
criteria specified in PPA schedule 6 and Section 3.2.6 and 3.2.8 of this ITB. The minimum required
programme of tests to determine compliance with such performance guarantees is specified in
schedule 6 of the draft PPA.
Bidder should base its yield forecasts on the on-site measured wind data provided as part of the RFP
and adequate representative long-term reference wind data to be procured by the Bidder. Bidders are
not permitted to propose alternative data or to use data from other sites.
Bidder must provide two (2) independent wind resource and energy yield assessment reports by
internationally renowned wind experts, which must be in accordance with MEASNET
recommendation or comparable and based on or reflect the Guaranteed Plant Power Curve. The
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Part I
reports must have considered the exact wind farm design offered by the Bidder (exact layout, wind
turbine type, hub heights and rotor diameters). The reports should detail the assumptions made for the
micrositing and detail the estimates of the project internal wake effects (approach and model used).
The lenders providing Committed Facilities shall acknowledge in the Bank Acknowledgement Letter
that the yield assumptions contained in the Bidder’s Model have been reviewed by each Financing
Party and an independent consultant.
2.2 Power Interfaces
The Plant will be connected to the Grid Station as described in detail in Section 2.7 below and in Part
II.
2.3 EPC
2.3.1 EPC Contractor
The Bidder must propose an EPC Contractor for the Project that shall be bound to implement its duties
under a lump sum, date certain EPC Contract containing Liquidated Damages (“LDs”) and other
remedies intended to compensate the Project Company for delays and deviations from the EPC
Contract.
Eligibility and qualifications of EPC Contractor:
Each Bidder must propose an EPC Contractor that can demonstrate, to the satisfaction of REPDO that
the EPC Contractor, their nominated subcontractor(s) or the EPC Contractor consortium shall has:
 completed the engineering, procurement and construction of wind power projects with a
minimum utility scale (50MW+) accumulated installed capacity of 200MW;
 completed the engineering, procurement and construction of at least one high-voltage (66kV+)
grid connection project in Saudi Arabia;
 experience in utility scale wind projects, preferably in countries with similar hot desert climatic
conditions, to be met by a utility scale wind power plant in either international or KSA market;
and
 key personnel with proven long term experiences in managing the installation of wind power
plants.
The EPC Contractor may be a single contractor or a consortium and may be the Bidder (or an Affiliate
of the Bidder). In case the EPC Contractor is a consortium:
 the EPC Contractor may satisfy the above references either collectively as a consortium or
individually as consortium members; and
 a copy of the signed EPC consortium agreement between such EPC consortium members must
be submitted as part of the Proposal.
In all instances, the EPC Contractor must take single point responsibility for, and to the extent that the
EPC Contractor is a consortium, each consortium member must be jointly and severally liable for the
entirety of, the EPC works.
Each Bidder must use good engineering practices in preparing the design, procurement and
construction of the Project based on international standards as defined in Part II of the RFP.
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Part I
Each Bidder is required to fill Form Sheets C.3 and C.4 and to support its Proposal by descriptions,
explanations and any other information required in the RFP and as necessary to provide REPDO with
sufficient information for REPDO to fully evaluate its Proposal.
Bidder should ensure that the arrangement with the EPC Contractor is on exclusive basis and the EPC
Contractor or its consortium members should not support any other Bidder. Bidder, however, must
release its EPC Contractor from any such exclusivity requirement upon the written request of REPDO.
2.3.2 Required Bid Information
Each Bidder must provide as part of its Proposal:
 a comprehensive signed term sheet between the Bidder and the EPC Contractor; providing inter
alia, agreed pricing and complete technical and commercial schedules (e.g. payment milestones,
EPC contract price, guarantees and LD’s, cancellation fees, conditions and cost for limited
notice to proceed, detailed implementation schedule etc.);
 a comprehensive list signed between the Bidder and the proposed EPC Contractor of deviations
(if any) between (i) the EPC term sheet agreed between the Bidder and the EPC Contractor; and
(ii) the key terms provided in Section 3.2.6;
 a comprehensive draft EPC Contract which will form the basis for the EPC Contract to be
entered into between the Project Company and the EPC Contractor. For the avoidance of doubt,
a Bidder should not assume that an undeveloped, insufficiently developed or poorly developed
draft of the EPC Contract will be regarded as substantially responsive; description of the
organisation, Quality and HSE plan, and project management of the engineering works, site
works and inspection and testing programme among the various consortium members (if
applicable) and its designated contractors and subcontractors; and
 documentary evidence (in the form a letter) supporting the eligibility of its EPC Contractor (and
major subcontractors) and its ability to satisfactorily perform its duties with respect to the
Project.
REPDO expects that the signed EPC term sheet and draft EPC Contract should contain the key terms
set out in Section 3.2.6. The terms and conditions set out in the EPC term sheets must remain valid for
a period of at least nine (9) months, commencing on the Bid Submission Date of the Proposal and this
shall be confirmed in the EPC term sheets. Moreover, term sheets should confirm that the EPC
Contractor will enter into the EPC Contract substantially on the terms and conditions in the EPC term
sheet, in a form approved by REPDO.
Each Bidder must supplement the EPC term sheet and draft EPC Contract with, in the case of a
consortium forming the EPC Contractor, a signed copy of the consortium agreement and such other
descriptions, explanations and other information required in the RFP and as required for clarification
purposes.
The identity of the EPC Contractor may not be changed from the Bid Submission Date to the signing
of the PPA without the prior consent of REPDO.
2.3.3 Responsibilities
Each Bidder should carefully review the Technical Specifications. Based on such review, a Bidder
may include, as part of its Proposal, modifications, revisions or improvements to the Technical
Specifications. All such modifications must be in accordance with Good Utility Practice. Bidders must
provide any such modifications in the form of deviations from the Technical Specifications in the
respective Form Sheets M and N as included in Part IV.
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Part I
REPDO maintains the right to reject any proposed modifications, revisions or improvements to the
Technical Specifications. REPDO will not be responsible for any basic design and design criteria
provided by Bidders by virtue of awarding the Project to the Bidder.
Notwithstanding any review by the Bidder or the Bidder’s recommendations or failure to make
recommendations for modifications, revisions, and improvements thereto, REPDO shall hold no
responsibility for any basic design and / or design criteria provided in the RFP.
Part II lists the documentation that the Project Company shall submit to REPDO for information and
review during the engineering, design, construction and testing phases.
2.3.4 Proven Equipment and Equipment Suppliers
Each 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 wind turbines must
 be suitable for the site conditions with respect to the temperatures and dusty environment;
 meet the requirement that the selected WTG model shall have a track record of minimum 100
WTGs of the same design platform (type series) in operation or under construction at the point
in time of the submittal of the bid;
 be procured from top tier suppliers with appropriate bankable references; and
 at the time of the Bid Submission Date, have one of the following wind turbine certificates,
from an accredited certifying body such as DNV GL or TÜV, as specified in section 4.2.1.3 of
Part II of the RFP:
Option A:
 a valid Type Certificate for a WTG of the same design platform as the selected WTG in
accordance with IEC 61400-22:2010 or a more recent edition;
 a valid Design Evaluation Conformity Statement for the selected WTG;
 a statement that the selected WTG is an evolution of an existing type certified product
platform; and
 a statement showing the expected timeline for the type certification of the selected WTG.
Or Option B:
 a valid Prototype Certificate for the selected WTG in accordance with IEC 61400-22:2010 or
a more recent edition.
Or Option C:
 a valid Provisional Certificate for the selected WTG in accordance with IEC 61400-22:2010
or a more recent edition.
Or Option D:
 a valid Type Certificate for the selected WTG in accordance with IEC 61400-22:2010 or a
more recent edition.
The PPA has further set out the requirements on wind turbine certificates in order to reach the
Closing Date.
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Part I
Supplier must be capable of producing and supplying all of the equipment required over the specified
construction period and has the financial strength and ability to support all performance and other
warranties for the Plant.
Each Bidder must provide documentary evidence supporting the eligibility of its suppliers of the Main
Equipment with its Proposal.
The Bidder must select the suppliers of Main Equipment prior to the date of signing the PDA. In
exceptional circumstances (e.g. bankruptcy of the Main Equipment supplier) and unless otherwise
required by REPDO, the Bidder may propose a change of suppliers of Main Equipment after the
signature of the PDA but not later than the Closing Date, provided that:
 the Bidder does not propose more than three suppliers for qualification in respect of each item
of Main Equipment;
 the Bidder clarifies in its Proposal all differences in performance and design of such equipment
manufactured by the different proposed suppliers; and
 the final selection of such suppliers will not change any of the proposed performance and design
data.
Bidders shall not enter into exclusivity arrangements with suppliers of the Main Equipment which
prevent such suppliers from offering this equipment to other Bidders.
2.3.5 Testing
The Project Company will be required to carry out the tests in three phases as required in schedule 6 of
the PPA, including but not limited to the following:
 First Energy Date Tests

 Plant SCADA System Tests
 Plant Substation Tests
 132 kV OHL Tests
 Interface Tests with Grid Station and Control Centre
 Construction Milestone Tests
Wind Turbine Tests (Wind Turbine Mechanical Completion tests, Wind Turbine

Reliability tests)
 Inter Array Grid tests
 PCOD Tests
 Completion of the First Energy Date Tests and Construction Milestone tests above
 Plant Reliability and Capacity Test
 WTG Power Curve Verification Test
During operation post PCOD, an Annual Performance Factor Review will be performed in accordance
with schedule 6 (Testing) of the PPA. The Performance Factor of the plant is defined as the ratio
between Actual Net Electrical Energy as measured at the Connection Point and the Potential Net
Electrical Energy guaranteed by the Company through the Guaranteed Plant Power Curve in the
period under consideration.
Further details on Testing are provided in schedule 6 of the PPA.
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Part I
The PCOD will be the day following the successful completion of the above tests and certain other
criteria detailed in the PPA, which shall not be earlier than the Scheduled PCOD.
Bidders should note that this is the minimum required testing regime.
2.3.6 General
The Offtaker must be granted access to the manufacturing and construction works in order that it may
satisfy itself regarding the quality and anticipated performance of the Plant and associated facilities.
The Project Company will be obliged to procure all construction facilities and services required for the
Project.
2.4 Operations and Maintenance
The provision of all O&M services and maintenance, including all maintenance, overhaul and special
repair services, should be based on a fixed fee plus escalation for 20 years from PCOD.
All equipment and materials used in the Project are to be properly managed, operated and maintained
at the Project Company’s expense to assure operational reliability under the prevailing conditions.
The Project Company will be obliged to procure all operational facilities and services required for the
Project.
For the qualified operation and services the Bidder must monitor the Plant either from the control
room inside the control and administration building at Site or by a remote surveillance system from a
surveillance centre.
2.4.1 O&M Contractor
In-house O&M
The Project Company may pursue the O&M of the Plant through In-house O&M expertise. In such
circumstances, long-term O&M Contract will not need to be in place for the In-house O&M
arrangement.
Bidder must provide sufficient information to enable REPDO to evaluate the In-house O&M
capabilities of the Project Company and provide a comprehensive O&M plan to the satisfaction of
REPDO, including by addressing the requirements outlined in Section 2.4.2. This shall also include
the arrangements with the main equipment suppliers on initial trainings, knowledge transfer, technical
upgrades and any other support during the operational phase of the Plant.
Third party O&M Contractor
The Project Company may alternatively enter into a long-term O&M Contract with a qualified O&M
Contractor if the Projects are not structured along the lines of an In-house O&M arrangement. The
O&M Contractor must have proven experience in operating and maintaining wind energy power
plants in similar site conditions. The O&M Contractor may be a single contractor or a consortium and
may be the Bidder (or an Affiliate of the Bidder).
The O&M Contractor 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 for) the
entirety of the O&M services. For the avoidance of doubt, the O&M Contractor shall remain solely
responsible and liable for the non-performance of any of its subcontractors.
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Part I
Eligibility of O&M Contractor
The Bidder must propose an O&M Contractor that, together with its designated sub-contractors (if
relevant), can demonstrate to the satisfaction of REPDO that:
 The O&M Contractor (or nominated subcontractor) has carried out at least two (2) contracts for
the long-term operation and maintenance of large scale wind power plants of similar type; and
 The O&M Contractor’s key personnel must have proven long term experience in operating and
maintaining wind power plants.
Bidder must complete Form Sheet C.6 and provide sufficient information to enable REPDO to
evaluate the qualifications, financial capabilities and experience of the proposed O&M Contractor.
2.4.2 Required Bid Information
Each Bidder must:
 submit as part of its Proposal, all relevant data related to the O&M of the Project;
 ensure that all data provided is consistent with the terms and conditions in the signed O&M term
sheet and the draft O&M Contract;
 submit the financial terms of the O&M Contract, which must be on a commercial, arms-length
basis;
 submit the identity of the O&M Contractor and of any parent or other entities providing
performance guarantees or other support for the obligations of such contractors;
 provide details of the technical services agreement (if any); and
 ensure that neither the identity of the O&M Contractor nor the terms of the O&M term sheet may
be changed from the Bid Submission Date to Closing Date without the prior consent of REPDO.
Detailed information to be provided by the Bidder with respect to In-house O&M and third party
O&M (excluding labour and training arrangements) should include, without limitation:
 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;
 the schedule of O&M activities, including major overhauls, cleanings and reporting;
 safety, quality assurance and quality control standard and procedures;
 energy forecasting procedures;
 an organisational chart of personnel that covers management, operations, maintenance,
administration, accounting and general services;
 an organisational structure in the form of responsibility descriptions and an organisational chart of
personnel to be employed by, or seconded to the Project Company or O&M Contractor (as
applicable);
 a breakdown list of personnel to be employed by the Project Company and personnel to be
employed by or seconded to the Project Company or O&M Contractor including the following
details:
− number of shifts;
− proposed weekly shift schedule;
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Part I
− number and qualification of shift personnel; and

− number and qualification of administration and accountancy personnel;
 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; and
− contracting of suppliers personnel for major inspections and overhaul of equipment or
performance of these activities with own maintenance crew;
 details of the mechanism for payment; and
 all relevant data forms and detailed information related to the Plant operation and maintenance and
ensure that all costs and technical data proposed by the Bidder in schedule 9 of the draft PPA are
consistent with the O&M plan and with the terms of Form Sheet F2.1 and 2.2 and both Form
Sheets should separately and clearly identify the cost and pricing structure of the technical services
agreement (if any).
The information requirements above must be provided even if the O&M Contractor is the Bidder (or a
Consortium Member) or in case of In-house O&M.
Additional information for In-house O&M
 A comprehensive O&M plan related to maintenance, cleaning, overhaul, specialist repair services,
equipment procurement and resourcing for all operational facilities and services required for the
Project;
 Details regarding involvement of Managing Member and Technical Member (including seconded
resource) in the O&M of the Project;
 Training programme for Saudi employees;
 All relevant data related to the O&M of the Project; and
 Basis of O&M cost assumptions.
Additional Information for Third party O&M Contractor
 a comprehensive term sheet signed between the Bidder and the O&M Contractor providing inter
alia, agreed pricing and complete technical and commercial schedules (e.g. payment schedule,
guarantees and LDs, list of spare parts, maintenance schedule, scope of work, O&M manning
schedule/organization, etc). The terms and conditions set out in the O&M term sheet shall remain
valid for a period of at least nine (9) months commencing on the Bid Submission Date, and this
shall be confirmed in the O&M term sheet;
 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 3.2.8;
 a comprehensive draft O&M Contract which will form the basis for each O&M Contract to be
entered into between Project Company and the O&M Contractor; and
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Part I
 documentary evidence (in the form of a letter) supporting the eligibility of its O&M Contractor
(and major sub-contractors) and its ability to perform satisfactorily its duties with respect to the
Project.
As a minimum, the signed O&M term sheet and the draft O&M Contract should contain the key terms
set out in Section 3.2.8. In the case of a consortium forming the O&M Contractor, the Bidder must
supplement the O&M term sheet and draft O&M Contract with a signed copy of the consortium
agreement and such other descriptions, explanations and other information required in the RFP and as
necessary to provide REPDO with sufficient information for REPDO to fully evaluate its Proposal.
2.5 Local Content Requirement
As a critical part of Saudi Vision 2030, the Kingdom of Saudi Arabia is embarking on an industry-
wide initiative to maximize localization opportunities across all government-funded projects with the
goal of diversifying the economy and increasing economic development. As part of this program,
relevant ministries and stakeholders within the Kingdom are focused on driving localization and
Saudisation related to the development, construction and operation & maintenance of key renewable
energy projects.
The Saudisation programme is of vital importance to MEIM, the Offtaker and their partner
organizations in fulfilling the objective of unlocking the full benefit and industrial potential of the
renewable sector in the Kingdom.
The NREP Saudisation Compliance Metric (“NSCM”) is a formula which has been established to
measure the levels of Saudization and local spending in the Kingdom of Saudi Arabia as a function of
the Total Project Capex. Its primary objective is to facilitate and encourage the establishment and
development of a network of local suppliers.
𝑳𝒐𝒄𝒂𝒍𝒊𝒛𝒆𝒅 𝒗𝒂𝒍𝒖𝒆
NSCM Percentage = [ ] ∗ 𝟏𝟎𝟎
𝑻𝒐𝒕𝒂𝒍 𝑷𝒓𝒐𝒋𝒆𝒄𝒕 𝑪𝑨𝑷𝑬𝑿
Localised Value Means the amount of Total Project Capex that has been
expended on Detailed Cost Factors sourced from In-Kingdom
Suppliers and remuneration of Saudi Arabian nationals
employed by the Company and the EPC Contractor on
construction related activities for the Project.
Total Project Capex Means the total costs of Detailed Cost Factors plus the total
remuneration paid by the Project Company and EPC
Contractor on construction related activities for the Project.
Detailed Cost Factors Means each of the cost elements of the Project as set out in
Part 2 to schedule 18 of the PPA.
Items not eligible:
The supplier in charge of the following list of manufacturing
or project execution activities cannot be considered as the
final supplier of the goods:
• goods that cannot be certified by Certificate of Origin
to the satisfaction of the NSCM Auditor as being from
the Kingdom of Saudi Arabia;
• handling and storage of goods;
• component cleaning, repacking, or preparation of
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Part I
goods;
• quality inspection controls of components or materials
at arrival or during any further phase; and
• re-selling the product.
In-Kingdom Supplier Means a supplier of Detailed Cost Factors incorporated and
validly existing in Saudi Arabia.
The Bidder will be required to achieve an NSCM Percentage of 30% and as a conditions precedent to
the effectiveness of the PPA to put in place an NSCM Bond with a value of USD 20 million in favour
of the Offtaker in the form set out in schedule 19 of the PPA.
Within 60 days of the Effective Date, the Project Company must provide the Offtaker with a draft
proposal setting out its projection of its Localised Value by Detailed Cost Factor and remuneration of
Saudi Arabian nationals (“NSCM Projection”) identifying how the Project Company envisages
achieving the NSCM Percentage.
The Project Company shall prepare and submit to the Offtaker on a quarterly basis for the period
commencing on the Effective date and ending on the Project Commercial Operation Date a NSCM
Compliance Report in the form of Part 3 of schedule 18 of the PPA. The NSCM Compliance Report is
a spreadsheet tool. The Project Company must complete the amount spent on Detailed Cost Factors
from In-Kingdom Suppliers and the remuneration paid to Saudi Arabian nationals employed by the
Project Company and EPC Contractor on construction related activities. Each report must report for
the quarter and cumulatively. Each report must be accompanied by Certificates of Origin in respect of
Detailed Cost Factors from In-Kingdom suppliers, and timesheets in respect of the remuneration of
Saudi nationals, in each case supporting the values and percentages declared in each NSCM
compliance report.
At PCOD the NSCM Compliance Reports and accompanying Certificates of Origin and timesheets
shall be audited by the NSCM Auditor. Should the NSCM Auditor report that the Project Company
has failed to meet the NSCM Percentage of at least 30%, then the Project Company shall pay, by way
of liquidated damages, USD 2 million per percentage point based on the difference between the actual
NSCM percentage and 30%, up to USD 20 million, in accordance with the PPA. The Offtaker reserves
the right to draw such liquidated damages from the NSCM Bond.
If the final audited NSCM Percentage falls below 20% then REPDO retains the right to exclude the
Consortium Members from participation in the National Renewable Energy Programme for a period of
3 years.
2.6 Employment and Training of Saudi Nationals
The Project Company shall employ qualified Saudi Arabian citizens such that the total number of
Saudi Arabian citizen shall be at least:
 25% within five years from PCOD;

 50% within ten years from PCOD; and
 75% within fifteen years from PCOD.
No later than 60 days prior to the beginning of each Contract Year, the Project Company shall provide,
and shall procure that the O&M Contractor shall provide, to the Offtaker:
 a certificate of compliance with Decision No.50;
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Part I
 a written report (the “Annual Employment Programme”) which as a minimum meets the
requirements of schedule 21 of the PPA; and
 an Annual Training Programme specifying in reasonable detail the procedures implemented or
to be implemented by the Project Company to facilitate the transfer of knowledge relating to the
Project to Saudi Arabian employees, which as a minimum meets the requirements of schedule
20 of the PPA.
2.7 Plant Substation and Grid Station
The Project Company will be responsible for the development, design, permitting, engineering,
financing, procurement, construction, commissioning, testing, completion, ownership, insurance,
operation and maintenance of one or more Plant Substation within the Site, as well as the transmission
lines which will connect the Plant Substation to the Grid Station.
SEC will develop, finance, build and operate the Grid Station outside the Site which will connect to
the main 380 kV overhead transmission line. SEC will also be responsible for any modification of the
existing 380 kV overhead line circuits for DAJ and the interconnection circuit termination to the Grid
Station.
Further details concerning the Plant Substation are given in Part II of the RFP and the draft PPA.
2.8 Wind Measurement Data
Each Bidder is required to utilise the on-site wind measurement data for the Plant Site provided in
“Part III Technical Appendices” of the RFP as the basis of calculating the energy production.
Additionally, adequate representative long-term reference wind data should be procured by the Bidder.
Neither REPDO, nor its directors, officers, members, employees, agents or advisers (including the
Advisers) shall have any responsibility for the accuracy or completeness of the contents of the wind
measurement data (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.
During the operation of the plant, the Bidder must install and continuously operate during the entire
term of the PPA a minimum of two met masts.
The Bidder must propose suitable locations for the Met Masts and must obtain all required approvals
and easements for installation and operation. The number of Met Masts and locations within the site
shall be chosen in a way to assure a good coverage of the project area. The proposed number of Met
Masts and locations must be approved by REPDO, in accordance with schedule 1 of the PPA. In case
of a poor correlation or poor representativeness to the wind conditions at the wind turbines between
the Met Masts, relocation to a more suitable site shall be assessed by an independent expert and a
more suitable location must be mutually agreed with REPDO.
The measurement data of these Met Masts will be used in combination with the Guaranteed Plant
Power Curve to estimate the Deemed Electrical Energy in accordance with schedule 17 (Deemed
Energy Calculation) to the draft PPA provided in Part V of the RFP.
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Part I
2.9 ESIA
REPDO has undertaken an initial ESIA study of the DAJ Site and a copy of the current draft report
will be made available to Bidders.
However in order to satisfy IFC Equator Principles, evidence may be required of completion of a
consultation process with public stakeholders on the proposed project. Successful Bidder will be
responsible for consultation with the public stakeholders, with support from REPDO. The consultation
process will require the approval of the Amana for Al Jouf and MEIM shall initiate the communication
with the Amana.
The Successful Bidder will be required to make an application for an environmental permit to MEIM
and complete an environmental management plan and to update the ESIA as necessary to reflect any
requirements of lenders (which may include the completion of any necessary consultation process) and
to reflect the technical details of their proposal. The Successful Bidder shall be responsible for
ensuring the design, construction and operation of the Project complies with the requirements of the
ESIA. This will be of particular importance prior to the Successful Bidder finalizing their detailed
design, constructability plan and operations plan. The Successful Bidder shall be responsible for
obtaining the environmental permit and REPDO will extend its support to the Successful Bidder to
obtain the environmental permit to achieve Financial Closing.
2.10 Operational, Dispatch and Maintenance Requirements
2.10.1 Operational Requirements
The detailed Plant operational requirements are set out in Part II: Technical Specifications of the RFP.
2.10.2 Dispatch Requirements
The dispatch requirements will be regulated under the PPA. The dispatch requirements will be
established by the Offtaker and the Successful Bidder within the technical limits of the Plant.
The Offtaker shall have the right to temporarily decrease the power output of the Plant or to
completely shut down the Plant if deemed required to assure the stability of the transmission system.
In such a scenario the Offtaker shall pay Deemed Energy Payments to the Project Company in respect
of such curtailment in accordance with the PPA.
At no point in time will the Project Company be permitted to request, or allowed to try to request to
dispatch an amount in excess of 400MW at the Connection Point. All payments made under schedule
9 to the PPA will be capped at a dispatch level of 400MW.
2.10.3 Maintenance Requirements
Maintenance activities for the Plant should be scheduled to take place according to the PPA Section
7.4.
2.11 Project Implementation Schedule
Each Bidder must provide, in Form Sheet I, a Project Implementation Schedule including the
Scheduled First Energy Date, Scheduled Construction Milestone Dates and the Scheduled PCOD. The
Project Implementation Schedule must be consistent with the Project Schedule set out in Section 1.10.
The testing procedures for commissioning are set out in schedule 6 of the PPA.
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Part I
3. PROJECT CONTRACTUAL STRUCTURE
3.1 Project Company
3.1.1 Ownership of Project Company
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 of another Bidder Consortium responding to
the RFP or which includes a Managing Member or a Technical Member which has not been pre-
qualified by REPDO.
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.
Bidder is required to submit its final proposed Consortium structure using Form Sheet J1 by no later
than 12:00 noon (KSA time) on 19 October 2017 signed and stamped by all Consortium Members and
submitted as a PDF document.
A certified copy of the complete joint venture or consortium agreement, signed by all parties must be
submitted with the Proposal, together with Powers of Attorney authorising the execution of such
agreement.
A Bidder must nominate both a Managing Member and a Technical Member for its consortium.
The Managing Member will be authorised to act and receive instructions on behalf of all the
Consortium Members. The Managing Member will act as main point of contact and manager of that
Consortium. The Managing Member must have received a NPQ from REPDO recognising their
standing as Managing Member. The Managing Member should hold at least 30% shareholding in the
Project Company as at the execution of the Project Agreements.
The Technical Member will be responsible for providing wind energy technical expertise and
knowledge on behalf of the Bidder for the Project. The Technical Member must have received a NPQ
from REPDO recognising their standing as Technical Member. The Technical Member should hold at
least 20% shareholding in the Project Company as at the execution of the Project Agreements.
The Managing Member can be the same party as the Technical Member, in which case such member
should hold at least 30% shareholding in the Project Company as at the execution of the Project
Agreements. If the Managing Member is the same party as the Technical Member, it must have
received a NPQ from REPDO recognising their standing as Managing Member and Technical
Member.
If the Managing Member has not received a NPQ from REPDO, recognising its standing as both
Managing Member and Technical Member, then the Managing Member must partner with a suitable
Technical Member.
Each other member of the Consortium will be expected to hold a minimum of 10% shareholding in the
Project Company at the execution of the Project Agreements.
The Successful Bidder (and each Consortium Member) must then retain its interest in the Project
Company in accordance with the requirements as set out in the PDA.
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Part I
3.1.2 Legal Form of Project Company
In order to ensure that the Project Company is formed sufficiently in advance of the signature of the
PPA (“Effective Date”), REPDO will require that 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
Project Company) immediately after the selection of First Ranked Bidder.
However, in case formation of Project Company is delayed for an unforeseen reason the PPA shall be
entered between Offtaker and Successful Bidder. Following the formation of the Project Company, the
PPA, and the Successful Bidder’s rights and obligations thereunder, will be novated by the Successful
Bidder to the Project Company prior to or on the Closing Date subject to the terms and conditions set
forth in the PPA.
The Project Company will take the form of an LLC or a closed JSC. Bidders are required to advise
REPDO in the Proposal, as to the proposed legal form of the Project Company. The Successful Bidder
will hold 100% of the Project Company shares.
3.2 Draft Agreements
Full form drafts of the PPA, SLA, PDA, and EIA are included in Part V of the RFP. REPDO has
carefully considered the risk allocation set out in the Draft Agreements and the commercial terms
contained therein. Each Bidder will be evaluated by, among other things, the extent of its compliance
with the terms and conditions set forth in the Draft Agreements. It should be noted that the Draft
Agreements substantially reflect the agreed position in previous IPP program projects in KSA, with
appropriate amendments to account for the wind resource in this renewable project. REPDO will not
consider any amendments to the Draft Agreements that do not reflect specific technical, financial or
operational features of this Project. Significant or material exceptions to the Draft Agreements are
likely to render a Proposal to be deemed non-compliant at the sole discretion of REPDO.
Bidders must include in their Proposals either (i) a statement that they accept the Draft Agreements
and Part II of the RFP in their entirety as part of their Proposal; or (ii) marked-up copies in clean and
black-line form (compatible with MS-Word 2010) of the Draft Agreements, together with riders,
rationales or explanations for the proposed deviations (in the form set out in Form Sheet V).
Bidders should provide the financial and technical data required for completion of schedule 9 of the
PPA.
Unless they are reflected in a marked-up Draft Agreement and Form Sheet V, any assumptions,
qualifications or exceptions appearing elsewhere in a Bidder’s Proposal will not be considered by
REPDO as part of its evaluation and the Bidder, if selected for negotiations with REPDO, will not be
entitled to the benefit of such assumptions, qualifications or exceptions, if any, during the negotiation
of the Draft Agreements.
None of the provisions of the Draft Agreements, or the provisions of any contracts to be executed
between the Successful Bidder and any of its contractors, will, or be deemed to, create any contractual
relationship whatsoever between REPDO, the Offtaker and any such contractor.
3.2.1 Power Purchase Agreement (“PPA”)
The principal agreement under which the Project will be implemented will be the PPA. The PPA will
be entered into between the Project Company and Offtaker. The term of the PPA will commence on
the Effective Date and, unless extended or terminated, will remain in effect for a period of twenty (20)
years from PCOD of the Plant. The PPA contains commercial and legal terms and conditions covering
amongst other items:
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Part I
 the development, design, engineering, financing, permitting, insurance, procurement,

manufacturing, factory testing, transport to Site, erection, construction, commissioning, testing,
ownership, operation and maintenance, decommissioning and dismantling of the Plant
(including Plant Substation);
 Offtaker payment obligations;
 the sale of Net Electrical Energy generated and delivered by the Project Company to Offtaker;
 Offtaker monitoring rights; and
 Schedule 9 to the PPA contains sections where the Bidder should indicate as part of its Proposal
the proposed Energy Charge. It contains all of the commercial and legal terms governing the
sale of Net Electrical Energy.
Although the PPA is to be executed by Offtaker and the Project Company on the Effective Date,
neither party will have any rights or obligations thereunder (other than those expressly described in
Section 4 of the PPA) until all of the Closing Date conditions precedent described in Section 3 of the
PPA are satisfied, including execution and delivery of all the Project agreements described in Section
1.7 and 3.2 of this ITB on or prior to the Closing Date.
The PPA contains all of the commercial and legal terms governing the sale by the Project Company
and purchase by Offtaker of the electricity / output of the Plant.
Clause 16.7 of PPA specifies the amounts payable by the Offtaker to purchase the Plant upon early
termination of the PPA after the occurrence of the Closing Date.
The draft PPA is included in Part V of the RFP.
3.2.2 Credit Support
The Offtaker’s obligations under the PPA will be guaranteed by:
 a payment undertaking provided to the Offtaker by SEC, under which SEC supports the
payment obligations of the Offtaker, for so long as (i) SEC holds, directly or indirectly, 100% of
the share capital of the Offtaker; and (ii) the Government owns, directly or indirectly, at least
51% of the share capital of the Offtaker or otherwise controls the Offtaker; and
 at all other times, Government support unless the Offtaker maintains a credit rating of
BBB/Baa2, as applicable, from at least one of Standard & Poor's, Fitch or Moody's.
Further details on the Offtaker credit support are provided in the PPA.
3.2.3 Sub Lease Agreement (“SLA”)
Saudi Aramco is the owner of the Site and has granted rights in relation to the Site to the Offtaker (the
"Head Lease"). The SLA is back-to-back with the Head Lease. The SLA will be entered into by the
Project Company and Offtaker under which:
 the Project Company will be granted long term use of the Site; and
 it is intended that the Project Company will be granted easement rights to enable it to access the
Site.
The draft SLA is included in Part V of the RFP.
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Part I
3.2.4 Project Development Agreement (“PDA”)
The Project Company and the Successful Bidder will enter into the PDA prior to signing the PPA. The
PDA will primarily govern matters between the date of the PDA and the Closing Date, including but
not limited to Project Company formation, project structuring and other matters. After Closing Date,
the PDA will regulate changes in the Consortium Members and disclosure requirements.
The draft PDA is included in Part V of the RFP.
3.2.5 Electricity Interconnection Agreement (“EIA”)
The Project Company will enter into an EIA with SEC on or around the same date as entering into the
PPA. This agreement will establish a contractual framework between the parties to provide for the
connection of the Plant to the electricity grid. The EIA:
 will incorporate salient aspects of the Grid Code and will at all times be subject to the Grid
Code.
The form of EIA for the Plant is included in Part V of the RFP.
3.2.6 EPC Contract: Key Terms
The Bidder should provide a comprehensive term sheet with agreed pricing signed between the Bidder
and the proposed EPC Contractor.
The EPC Contract price and all other amounts payable under the EPC Contract by the parties thereto,
including LDs and variations to the contract price are required to be denominated entirely and
exclusively in USD. Bids will not be accepted which include provisions to vary or update Energy
Charge tendered for movement in currency exchange rates in relation to the EPC Contract price . The
Offtaker will not assume any risks or the costs of hedging currency risks to the Project Company or
the Bidder due to movements in foreign exchange rates in relation to the EPC Contract price.
The signed EPC term sheet that Bidders must submit as part of their Proposal should contain, at a
minimum, the key commercial terms outlined below:
Date Milestone
Scope
 Full turnkey single point responsibility for the Plant and all
related facilities, backed by suitable performance and
availability guarantees for the warranty period and bonds in
respect of the same.
 EPC Contractor will be responsible for carrying out and
completion of the works specified in the RFP including the
design, engineering, procurement, manufacture, construction,
testing, commissioning and defect rectification of the EPC
works.
 The EPC Contractor must also construct the Plant
substation(s): one or more Plant Substation situated in the
Site as well as the transmission lines connecting the Plant
Substation to the Grid Station.
 The works will be in compliance with the requirements of
the RFP, PPA and other project agreements and norms and
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Part I
regulations from the relevant authorities.

General back to back principle
 EPC Contract’s provision must be generally back to back
with relevant provisions of the PPA and other Project
Agreements, where there is an appropriate pass-down of
construction related obligations and risks set out in the PPA
of the EPC Contractor.
 Parties to agree to general principles of how equivalent
project relief will flow through the Project as between EPC
Contractor, Project Company and Offtaker.
Limited Notice to Proceed
 Conditions and cost for limited notice to proceed (if any).
Price
 Fixed price lump sum.
Project Schedule
 The EPC Contractor must comply with the Project
Implementation Schedule to be developed by the Bidder,
with the cooperation of the EPC Contractor and submitted by
the Bidder as part of its Proposal, in a form consistent with
the dates and milestones set out in Section 1.10 of Part I of
the RFP including payment milestones.
 Construction Milestone Dates to be clearly outlined.
Soil / ground risk
 The EPC Contractor will be deemed to have fully satisfied
itself as to all local, regional, national and site conditions
(including the ground and sub-soil conditions) and will bear
all risks associated with unforeseen ground conditions, other
than those set out in the PPA. No related change orders to be
permitted.
 EPC Contractor to be responsible for any additional site
investigation costs.
Parent Company Guarantee
 EPC Contractor to have a level of experience, capability and
credit strength appropriate for the construction of the Project
or have its obligations guaranteed by an entity(ies) which
does/do and which is/are otherwise acceptable to the
Offtaker.
Warranties
 24 months minimum after take-over covering all
workmanship, WTG, plant, plant substation(s) and
equipment with a further 12 month warranty period for any
repaired/ replaced parts.
 The EPC Contractor shall guarantee the wind turbine power
curve for each turbine to 100% minus the uncertainties
according to IEC 61400-12.
Latent defects
 2 years after take-over to cover design defects,
manufacturing defects and defects in materials.
Civil works warranty
 Warranty against partial or total collapse of the civil works
38
Part I
or safety thereof for at least ten (10) years from the PCOD.
Cost of Remedying Defects
 All work required to remedy defects or damage during the
relevant warranty period to be executed at the risk and cost
of EPC Contractor.
LDs for delay
 To cover delays in achieving PCOD. LD values set to keep
both lenders and shareholders whole (and include costs of
LDs payable to Offtaker under the PPA).
 No bonus for early completion.
Performance guarantees In relation to the following:
 Wind Turbine Reliability Test according to PPA, schedule 6.
 WTG Power Curve Verification Test according to PPA,
schedule 6.
 Plant Reliability and Capacity Test according to PPA,
schedule 6.
 Performance LD values set to keep both lenders and
shareholders whole.
LD caps
 Caps on delays LDs, performance LDs and overall cap on
LDs to be clearly stated.
Performance Security and
 Performance security in the form of an irrevocable and
Warranty Period Security
unconditional bank guarantee or letter of credit to be issued
by an acceptable bank in an aggregate amount not less than
ten percent (10%) of the contract price until the end of the
warranty period.
Guarantees:
 EPC Contractor to guarantee: (i) the date of key document
deliveries; (ii) Scheduled Construction Milestone Dates,
PCOD and other key milestones to be achieved in
accordance with the time schedule specified in EPC Contract
and to be consistent with the PPA (subject to limited
extensions of time typical for this type of EPC Contract); and
(iii) the Plant to meet the requirements of the PPA during the
relevant acceptance tests.
Start-up, commissioning and To meet or exceed all relevant requirements set out in the draft
testing PPA and including the following acceptance requirements:
 Approvals obtained for the O&M;
 Delivery of documentation;
 Delivery of as built documentation;
 Completion of punchlist; and
 Commissioning and testing completed.
Cold Commissioning
 Activities undertaken in respect of the cold commissioning
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Part I
phase for the Plant to be outlined in the termsheet, including

a form of mechanical completion certificate proposed.
Rejection rights
 Project Company to outline its rejection rights against the
EPC Contractor.
Reporting
 Periodic progress reports to the Project Company.
Change in law
 To match draft PPA.
Approvals, Licenses and
 EPC Contractor to obtain in its own name or on behalf of the
Permits
Project Company all approvals, licenses and permits
necessary for implementation of the works for the Plant.
Provision of utilities during
 Responsibility of EPC Contractor, save to the extent
construction
expressly provided in the PPA to be supplied by Offtaker to
Project Company.
Aggregate liability limit
 EPC Contractor’s liability to not be less than one hundred
percent (100%) of EPC Contract price, subject to customary,
uncapped exceptions (including but not limited to gross
negligence, fraud or wilful misconduct, liability satisfied by
insurance proceeds, third party indemnification and breach
of law and/or environmental requirements set out in the EPC
Contract).
Bidders must include in their Proposals either (i) a statement that they have signed EPC term sheets
that satisfy the above minimum requirements; or (ii) marked-up copies in clean and black-line form
(compatible with MS-Word 2010) of the EPC term sheet, together with riders, rationales or
explanations for the proposed deviations (in the form set out in Form Sheet V).
3.2.7 Full EPC Contract
The Bidder should also include in Section 5 of Volume II of its Proposal 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 Project Company
and the proposed EPC Contractor subject to the prior approval of REPDO.
REPDO will review the proposed draft EPC Contract to ensure consistency and compliance with the
RFP and the terms of the signed EPC term sheet. In the event of any inconsistencies or non-
compliance, REPDO reserves the right to require amendments to be made to the EPC Contracts at no
further cost to REPDO.
3.2.8 O&M: Key Terms
As required by Section 2.4.2 in case of third party O&M, the signed O&M term sheet that each Bidder
must submit as part of its Proposal should contain, at a minimum, the key commercial terms outlined
below:
Date Milestone
Scope
 Provision of all O&M services including but not limited to
all maintenance, overhaul, specialist repair services and
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Part I
annual Availability guarantee of the Plant.

General back to back principle
 O&M Contract’s provision to be generally back to back with
relevant provisions of the PPA and other project agreements,
where there is an appropriate pass-down of operation and
maintenance related obligations and risks set out in the PPA
to the O&M Contractor.
 Parties to agree to general principles of how equivalent
project relief will flow through the project as between O&M
Contractor, Project Company and Offtaker.
Obligation: pre-operations
 Includes staff training, development of operating procedures,
phase (from date of execution
obtain licenses, review of design and other documentation
of O&M Contract to PCOD) /
produced by the EPC Contractor and liaison with the EPC
Mobilisation Phase
Contractor.
Obligation: operations phase
 To operate plant and comply with the terms of the draft PPA,
prepare long term operating plan and annual budget,
implement the training and development philosophy of all
staff, provide annual operating reports, obtain permits, test
the performance of the Plant, manage on behalf of Project
Company all equipment and system guarantees available for
the Plant, and perform scheduled and unscheduled
maintenance when necessary.
Price
 Pre-operation / Mobilisation phase: a fixed lump-sum
amount payable for mobilisation.
 Operations phase: annual fixed charge (subject to inflation)
payable monthly to cover all O&M costs including routine
maintenance services and minor and major maintenance
outages, management and procurement of spares.
Spares
 Included in price.
Sub-contracted maintenance
 Included in price.
services
 Any assignment or subcontracting of the O&M services is
subject to the prior approval of Project Company.
Contract Length
 To cover the 20 year term of PPA along with pre-PCOD
period.
Incentives/penalties
 To incentivise operator to maximise performance, efficiency
and output according to the regime in PPA. Mechanism for
calculating incentives and liquidated damages to be clearly
identified.
 Caps on incentives and liquidated damages to be stated
O&M contractor guarantees
 The O&M Contractor will guarantee the Plant’s Availability
on an annual basis.
 The minimum Plant availability guarantee shall be 97% for
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Part I
the first seventeen (17) Contract Years and then 95% for the
remaining Contract Years.
Parent guarantee
 O&M Contractor obligations under the O&M Contract will
be guaranteed by an acceptable entity(ies) / shareholders
pursuant to a parent guarantee, which would be provided at
the time of signing of O&M Contract.
 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.
Performance bond
 The O&M Contractor shall provide on-demand performance
bond in a form satisfactory to the Project Company for the
performance of its obligations under the O&M Contract.
Documentation
 Requirement to produce monthly and annual operating
reports, and an annual operating plan.
Environmental
 Requirement to operate Plant to meet environmental
standards under the draft PPA.
 Requirement to produce an environmental management plan.
Termination grounds
 Generally to match draft PPA.
 Termination rights for Protect Company, including:
 for convenience;
 for default with cure periods where appropriate; and
 for default with no cure period where appropriate e.g.
insolvency; exceeding annual liability cap on more than
one occasion.
 Termination rights for O&M Contractor.
Rights on Termination
 If requested by the Project Company, the O&M Contractor
must procure the novation of any long term service and
warranty agreements with major component suppliers to the
Project Company on O&M Contractor default.
Change in law
 To match draft PPA.
Annual liability limit
 O&M contractor’s annual liability to not be less than one
hundred percent (100%) of O&M contractor fee for the
applicable fee, subject to customary, uncapped exceptions
(including but not limited to gross negligence, fraud or wilful
misconduct, liability related to third party intellectual
property rights, breach of obligations relating to tile of
property and liens, under indemnities for personal injury or
death or damage to third party property, fraud, corrupt acts,
deliberate default or reckless misconduct and any liability
satisfied by insurance proceeds).
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Part I
Bidders must include in their Proposals either (i) a statement that they have signed O&M term sheets
that satisfy the above minimum requirements; or (ii) marked-up copies in clean and black-line form
(compatible with MS-Word 2010) of the O&M term sheet, together with riders, rationales or
explanations for the proposed deviations (in the form set out in Form Sheet V).
3.2.9 Full O&M Contract
In case of third party O&M arrangement, fully developed drafts of the O&M Contracts must be
included in Section 6 of Volume II of the Proposal. REPDO will review the proposed draft O&M
Contract to ensure consistency and compliance with the RFP and the terms of the signed O&M term
sheet. In the event of any inconsistencies or non-compliance, REPDO reserves the right to require
amendments to be made to the O&M Contracts at no further cost to REPDO.
3.2.10 Agreements with Financing Parties
The Offtaker is willing to enter into direct agreements with the lenders to the Project Company (as
outlined below).
3.2.10.1 PPA Direct Agreement
If necessary, the Offtaker is willing to enter into a direct agreement with the lenders to the Project
Company in relation to the PPA. Under this agreement, among other things, Offtaker will
acknowledge and consent to the granting of security, delay the exercise of termination rights under
certain conditions and permit the exercise by the lenders of certain step-in rights.
The form of PPA Direct Agreement is attached as schedule 8 to the draft PPA included in Part V of
the RFP.
3.2.10.2 Sub Lease Direct Agreement
If necessary, the Offtaker is willing to enter into a direct agreement with the lenders to the Project
Company in relation to the SLA. Under this agreement, among other things, Offtaker would
acknowledge and consent to the granting of security over the Plant but not the Site, delay the exercise
of termination rights under certain conditions and permit the exercise by the lenders of certain step-in
rights.
3.2.10.3 Electricity Interconnection Direct Agreement
If necessary, SEC is willing to enter into a direct agreement with the lenders to the Project Company
in relation to the EIA.
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Part I
4. PROJECT COSTS AND FINANCING STRUCTURE
4.1 Project Costs
Each Bidder is required to provide a detailed breakdown of its proposed Total Project Cost in the
format set out in Form Sheet F.1. Each Bidder is also required to allocate each cost between local and
foreign components. The Bidder may be requested subsequently to demonstrate the appropriateness of
this allocation.
This breakdown should identify clearly and independently, inter alia, the following categories:
 construction costs (including but not limited to transportation, insurance, taxies, levies and
duties, as applicable and all costs of engineering, erection, testing and commissioning);
 owners contingencies;
 costs for initial inventory;
 development costs in the period up to and including Financial Closing;
 development fee (if applicable);
 success fee (if applicable);
 owners costs;
 insurance costs prior to PCOD;
 operating and maintenance costs of the Plant prior to PCOD;
 initial working capital requirements;
 financing costs, including, but not limited to, fees payable to lenders, interest during
construction, upfront fees and commitment fees; and
 amount of any reserve accounts and initial working capital requirement.
The timing of the occurrence of these costs should be set out in the format as provided in Form Sheet
G.2.
4.1.1 Development Costs and Licence Fees
Each Bidder should include in its Proposal a detailed breakdown of its own development costs
(consistent with the totals identified in Form Sheet F.1). Development costs may include, but not be
limited to costs of internal and external advisory services (including lenders’ due diligence) costs
associated with registration, recordation and perfecting of finance documentation, lenders’ 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.
REPDO will have the right to request for all supporting documentation related to Bidder’s
development cost in order to approve such costs.
No restriction is placed on Bidders proposing a development fee at Financial Close and/or a success
fee at PCOD, however such development fee and/or success fee should be capped at USD 5 million
each. Such fee provisions and respective amount need to be approved by Bidder’s lenders in the
Financing Term Sheet.
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Part I
As part of their estimate of construction costs, Bidders 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 underspend shall be distributed to the Project Company’s shareholders. Such
distribution shall not be by way of a return of capital or reduction in equity funding obligation, but by
the payment of a fee or dividend.
Bidders should note that the reimbursement of development costs will not be permitted prior to
Financial Closing.
REPDO also advises Bidders that ECRA will charge the Project Company a licence fee. The Project
Company will be responsible for the payment of the applicable licence fee. Please note that each
Bidder is also required to complete Form Sheets L.1 to L.4 as part of its Proposal.
4.1.2 O&M Costs
Bidder is required to provide a breakdown for the services performed by the O&M Contractor or
Project Company (as applicable), and the Project Company itself in respect of its estimated O&M
costs for in respect of the Plant for the operation periods in the format set out in Form Sheets F.2.1 and
F.2.2.
The O&M proportion of Energy Charge, which each Bidder is required to include as part of its
Proposal, should reflect these O&M costs such that the O&M related revenues and, aggregate of O&M
costs will broadly match over the Term of the PPA.
The O&M costs should be categorised as either (i) local portion i.e. indexed with the KSA based
inflation rate; or (ii) foreign portion indexed to USA based inflation rate.
4.2 Financing of Project Costs
REPDO expects the Total Project Cost to be funded by a mixture of (i) Senior Debt, (ii) Equity
Contributions or Equity Bridge Loans (as relevant) and (iii) internally generated net operating cash
flows prior to PCOD.
Inclusion of any junior or mezzanine debt into the capital structure is not permitted.
Any funding of Total Project Costs by the Successful Bidder shall be without recourse to the Offtaker.
4.2.1 Equity Funding -Requirements from Bidders
Bidders are required to provide details of equity drawdowns as per Form Sheets G.3 and G.4.
Additionally, Bidders should note the requirements contained within the footnotes to Form Sheet G.4
requiring letters of commitment to be provided in respect of such equity finance.
Furthermore, the terminal value assumed on expiry of the PPA in shareholders’ equity internal rate of
return (“Equity IRR”) calculation may be no greater than 25% of the EPC costs.
Equity can be contributed directly as share capital injection.
Equity can also be contributed as shareholder loans but for avoidance of doubt, such funding will be
treated as Equity under the terms of the PPA.
Bidders may also propose Equity Bridge Loans. The Project Company may act as borrower under such
facilities; however these facilities should be structured without recourse to the Project Company and
the sole source of security in respect of any EBLs must be credit support or guarantees of the Bidder
(or its parent companies) and not the assets or security of the Project. Representations, covenants, and
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Part I
any events of default (“EoD”) should be independent of the Senior Debt and should only reflect the
structure outlined above. An EoD under an EBL should not trigger a Project or Senior Debt EoD.
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 3rd anniversary of Project
Commercial Operation Date.
Proposals assuming such facilities must include as a minimum uncommitted term sheets from
proposed providers of such facilities. Fully committed funding of such facilities will be required prior
to the selection of First Ranked Bidder.
The ratio of Senior Debt to Equity forecast in the Bidders model at PCOD shall not exceed 85:15.
4.2.2 Senior Debt Facilities - Requirements from Bidders
Bidders must provide a proposed finance plan as in Form Sheet K3, detailing inter alia proposed
sources of debt finance consistent with the assumptions in the Bidder’s Financial Model as detailed in
Section 5. Senior Debt that forms part of the Bidders financing plan shall not include any optionality
and shall clearly indicate commitments from the supporting banks on terms again consistent with the
assumptions in the Bidder’s Financial Model as detailed in Section 5.
Bidders are expected to fund the majority of the Total Project Cost through Senior Debt Facilities. The
Senior Debt required to fund the committed and uncommitted parts of the Total Project Budget may be
raised in international, regional, domestic, Islamic debt or capital markets and must be limited or non
recourse to the Shareholders. Inclusion of Senior Debt Facilities guaranteed, insured, or directly
provided by export credit agencies and/or governmental agencies is permitted. Senior Debt should be
denominated in USD or SAR.
The Senior Debt Facilities should not be more than 85% of the Total Project Cost pre and post true-up.
Bidders are reminded that the price offered and LCOE that form part of the Bidder’s Proposal is 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 Proposal.
Bidder remains responsible for negotiating and delivering both committed funding and uncommitted
funding upon the terms and price offered in its Proposal. Please note that alternative financing
proposals are neither required nor permitted. Proposals requiring Energy Charge adjustments for
market flex, increased costs of obtaining further bank commitments or any other incremental costs
relating to finance will be deemed non-compliant.
REPDO requires, , that as part of its Proposal each Bidder provides commitments (backed up by
supporting term sheets) for each proposed source of Senior Debt finance from providers of Senior
Debt finance in accordance with the following provisions:
 credit approved commitments corresponding to no less than thirty-five percent (35%) of the
Senior Debt must be obtained before or on the submission of the Bidder’s Proposal, such
commitments collectively being “Committed Facilities” (with the remainder of such facilities
“Uncommitted Facilities”);
 for committed funding, each financing party providing Senior Debt finance is required to
provide a Bank Acknowledgement Letter in the form of Form Sheet K1, confirming inter alia
that (i) each finance party has performed a complete due diligence exercise on the Draft
Agreements and accordingly, the Draft Agreements are acceptable to such Finance Party,
subject only to the mark-ups of the Draft Agreements submitted with the Proposal and Form
Sheet V (which REPDO may accept or reject at its sole discretion); (ii) the Financing Term
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Part I
Sheet provided as an attachment to the Bank Acknowledgement Letter has been approved by the
respective financing party’s credit committee; (iii) the Interest Rate assumptions used in the
Bidders proposal have been reviewed and are acceptable; (iv) the yield forecasts contained in
the Bidder’s Model have been reviewed by each Financing Party and an independent advisor;
and (v) the scope of the Bidder’s proposed insurance coverage has been reviewed by each
Financing Party;
 any financing arrangement with any KSA and / or international Financing Party must be non-
exclusive. Bidders are prohibited from requiring, imposing or accepting exclusivity
arrangements with any of the KSA and / or international finance parties supporting their
Proposal;
 any assumed capital markets or bond financing must be fully underwritten and backstopped by
commitments from financial institutions; and
 Facilities funded by or guaranteed by official government agencies / ECAs must be supported
by (i) a full term sheet including pricing which must be consistent with the pricing assumptions
in the Bidder’s Model, and (ii) a preliminary letter of commitment from the relevant official
government agency(ies) which is to be provided at Proposal submission specifying the level of
approval obtained from official government agency concerned. Additionally each Bidder
utilising official government agency guaranteed or funded finance facilities is required to
confirm in its Proposal that the marked-up copies of the Draft Agreements and Form Sheet V
include all mark-ups and other comments required by the official government agency, It should
be noted that no material changes or additions will be accepted post Proposal submission.to
either the term sheet or the documentation as submitted by the Bidder Failure to provide such
confirmation prior to the selection of Shortlisted Bidders may render the Bidder’s Proposal non-
compliant.
Should Bidders elect to include Uncommitted Facilities as part of their financing plan, Bidders should
provide details of their proposed terms for Uncommitted Facilities in Form Sheet K.3, which must be
on no more favourable terms than for Committed Facilities and consistent with the assumptions in the
Bidders Model. Additional commitments from financing parties in respect of such Uncommitted
Facilities must be obtained prior to signature of the PPA.
The Shortlisted Bidder(s) will be required to obtain full underwriting commitments with respect the
Total Debt Funding Requirement prior to the selection of the First Ranked Bidder. The terms and
conditions of such underwriting must be consistent with those detailed in the Bidder’s Bank
Acknowledgment Letter and Form Sheets G.1, and G.3 to G.8 and with the finance plan.
Non-Compliant Funding Structures
Proposals including facilities that either use ‘hard’ mini-perm structures or all forms of balloon
repayments will not be permitted and will render Proposals non-compliant.
4.2.3 Senior Debt Terms and Conditions
In Form Sheet K3 of Part IV of the RFP, Bidders should provide details of proposed debt funding for
the Project costs (including cost overruns) set out in Form Sheet F.1 of Part IV of the RFP. As stated
above the total of Committed Funding and Uncommitted Funding included in Bidder’s finance plan
should equal 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, Bidder is
permitted to provide its Proposal incorporating Senior Debt incorporating either Full Term Finance
Facilities or Soft Mini Perm Financing Facilities (or a combination of both) complying with the
corresponding provisions set out below:
a) Proposals funded with full term finance facilities (“Full Term Finance Facilities”) only:
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Part I
 For a Proposal that incorporates Full Term Finance Facilities only, the tenor of the commercial
bank facilities (forming both Committed Funding and Uncommitted Funding) should be no
shorter than eighteen (18) years door to door;
 repayment of Full Term Finance Facilities forming either Committed Funding or Uncommitted
Funding shall be quarterly or semi-annual amortising and shall not include any balloon
repayments or equivalent structures requiring cash sweeps or other reserving mechanisms; and
 Bidders incorporating facilities guaranteed and/or insured and/or directly provided by ECAs are
required to structure the overall debt repayment schedule to meet the requirements of the
commercial banks whilst adhering to the OECD Consensus Guidelines. REPDO will allow
Bidders the flexibility (e.g. in repayment structure) to achieve such integration.
b) Proposals funded with soft mini term financing facilities (“Soft Mini Perm Finance
Facilities”) only:
Bidder is permitted to include Senior Debt facilities that anticipate a refinancing of such facilities after
a short period of successful commercial operation. The structure of the Soft Mini Perm Finance
Facilities is required to comply with the following provisions:
 for Committed Funding and the element of commercial bank debt that forms Uncommitted
Funding (as outlined above) the target refinancing date of the initial Senior Debt facilities is
required to be no later than five (5) years post Scheduled Project Commercial Operation Date
(the “Target Refinancing Date”). Bidder should clearly set out in Form Sheet K.3 of Part IV of
the RFP and in Bidder’s Financial Model the amount of Senior Debt outstanding as at the
Target Refinancing Date;
 Bidder’s base case in Bidder’s Financial Model should assume a generic debt facility post the
Target Refinancing Date that wholly refinances the initial Senior Debt outstanding as at the
Target Refinancing Date (“Take Out Debt Facility”) but does not assume an increase in Senior
Debt on the Target Refinancing Date other than to finance the assumed costs and expenses of
such refinancing;
 failure to refinance the initial Senior Debt facilities by the Target Refinancing Date cannot be
treated as an event of default under the loan documentation, nor can it trigger a mandatory
prepayment of facilities. Bidder should specify in the Financing Term Sheet the cash sweep
provisions, final maturity date and pricing applicable in the downside scenario should the target
refinancing of the initial Senior Debt not take place by the Target Refinancing Date. The
Lenders’ sole remedy in the event that the Soft Mini Perm Finance Facilities are not 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;
 Bidder is not permitted to assume more than one (1) refinancing of Senior Debt in its Proposal;
 the new Take Out Debt Facility post the Target Refinancing Date modelled and submitted with
the proposal as the Bidder’s base case in Bidder’s Financial Model should (a) assume a DSCR
at a level no less than 1.20:1 in each year after the Target Refinancing Date assuming a P50/P90
Yield Forecast as agreed by the lenders; (b) a final maturity at which all of the Take Out Debt
Facility has amortised no later than the end of the PPA; (c) assume the underlying interest rate
assumptions as prescribed in Interest Rate Hedging section of this Part I (Instructions to
Bidders) of the RFP; and (d) a margin (or spread) in addition to the underlying LIBOR interest
rate assumed for the Take Out Debt Facility. This refinancing margin for Take Out Debt Facility
shown in the Bidders submission should either (1) (at any time post the Target Refinancing
Date) be no less than seventy-five (75) basis points above the highest level of spread included
for the Soft Mini Perm Finance Facilities in Bidder’s Proposal for Senior Debt for the period up
to the Target Refinancing Date and meet the required DSCR levels specified in (a) above; or 2)
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Part I
Bidders are free to specify a lower refinancing margin provided that the financing institutions
providing committed Senior Debt expressly confirm their agreement to the exact refinancing
margin being proposed and the resultant required DSCRs and the yield forecast and assumptions
on which the required DSCRs are based, by the inclusion of appropriate clauses in their signed
Financing Term Sheet supporting their commitment. In absence of such lender’s approval being
demonstrated then REPDO reserves the right to assume 75 basis points above the highest level
of spread for the period up to the Target Refinancing Date; and
 as well as assuming a minimum DSCR for the Take Out Debt Facility as stated above, Bidder
should include a project life cover ratio in its proposal, as a sensitivity case in the scenario
where the refinancing does not take place. The numerator of the project life cover ratio should
be the aggregate nominal cash flow calculated from the Target Refinancing Date to the expiry
of the PPA discounted back to the Target Refinancing Date, with the denominator being the
debt outstanding at the Target Refinancing Date. The discount rate used in this calculation
should be the weighted average cost of Bidder’s debt assuming no refinancing occurs. Bidder
should specify in the supporting banks’ term sheet the minimum project life cover ratio that
must be demonstrated on the Target Refinancing Date.
c) Proposals that include a combination of Full Term Finance Facilities and Soft Mini Perm
Finance Facilities:
Bidders are permitted to propose a finance plan which incorporates a combination of Full Term
Finance Facilities and Soft Mini Perm Finance Facilities, so long as:
 the terms of each facility adhere to the parameters and conditions as set out above in (a) and (b);
 a failure to refinance the Soft Mini Perm Facilities at the Target Refinancing Date with Take
Out Debt Facility does not trigger either an EoD (whether directly or indirectly through
breaching a DSCR ratio) or a 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; and
 the Senior Debt lenders are required to provide commitments (as outlined above) of both Full
Term Finance Facilities and/or Soft Mini Perm Finance Facilities pro rata to the total amount of
commercial bank lending of both Full Term Finance Facilities and/or Soft Mini Perm Finance
Facilities as specified in Bidder’s finance plan.
4.2.4 Form Sheet Requirements
Following is an overview of the individual Form Sheets required to be completed as part of each
Proposal’s financial submissions:
 Form Sheet F.0: Project Dates;

 Form Sheet F.1: Total Project Cost details;
 Form Sheet F.2.1 and F.2.2: Breakdown of O&M costs on a semi-annual basis pre and post
PCOD;
 Form Sheet G.1: A summary of the sources and uses of funds;
 Form Sheet G.2: Monthly breakdown of the Total Project Cost;
 Form Sheet G.3: Monthly drawdown schedule of debt and equity to PCOD;
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Part I
 Form Sheet G.4: Monthly shareholder-wise equity drawdown profile;

 Form Sheet G.5: Sources, terms and conditions of the Project Company’ facilities. The
information should match Form Sheets K.1, K.2 and K.3 as specified in the footnotes to Form
Sheets G.5;
 Form Sheet G.6: Repayment schedules and hedging profile in respect of the Project Company’s
facilities;
 Form Sheet G.7: Details of cost overrun funding;
 Form Sheet G.8: Details of financial and economic assumptions;
 Form Sheet G.9.1: Semi-annual cash flows of the Project Company;
 Form Sheet G.9.2: Debt service coverage ratios for the facilities;
 Form Sheet H.1: LCOE;
 Form Sheet H.2.1: Annual Projected Net Electrical Energy of Plant;
 Form Sheet H 2.2: Monthly Projected Net Electrical Energy of Plant;
 Form Sheet H.3: Energy Charges;
 Form Sheet H.4: Equity IRR and miscellaneous inputs;
 Form Sheet G.10: The envisaged timetable to Financial Closing;
 Form Sheet G.11: Proposed programme of commercial insurance;
 Form Sheet K.1: Form of Bank Acknowledgement Letter which must be completed by each
financing party providing committed debt facilities. Each such financing party must confirm,
among other things:
− that all material issues relating to the Draft Agreements are identified in the mark-ups and
Form Sheet V provided as part of the Proposal;
− the term sheet (provided as Form Sheet K.2) contains all required material terms required
by such financing party;
− it has reviewed the Bidder’s proposed finance plan and confirmed its view of the
feasibility of such plan;
− it has reviewed the Bidder’s interest rate assumptions and hedging policy and agrees with
them;
− it is committed (subject to the terms and conditions outlined within the relevant Form
Sheets) to provide debt finance to the Project Company;
− the yield assumptions proposed by the Bidder has been reviewed by an independent
consultant and is acceptable to the financing party.
 Form Sheet K.2: Financing Term Sheet outlining the terms and conditions relating to the
facilities; and
 Form Sheet K.3: An outline of the Bidder’s proposed finance plan.
4.3 Interest Rate Hedging
The Bidder is required to state in Form Sheet G.5 the interest rates assumed in the Bidder’s Financial
Model.
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Part I
For each debt facility, the Bidder must clearly identify whether interest on the underlying facility is to
be charged at fixed or floating rates, and for floating rate facilities, the proportion of interest rate
exposure assumed to be hedged. The Bidder must identify in Form Sheet G.5 and the model
assumption book, the applicable underlying interest rate or reference swap rate on which these rates
are based assuming the Senior Debt and EBL profile of the financing bid.
For fixed rate facilities (for example certain direct loans from official government agencies), the
assumed fixed rate shall be based on the rate applicable on 8 January 2018.
For interest rate exposures assumed to be hedged, the Bidder should obtain a mid-market 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 curve on 8 January
2018, or notified by way of Addendum to the RFP. The Bidder should clearly indicate the debt
profiles and roll over dates assumed and provide the aforementioned end-of-day curve. Additionally
and separately the Bidder must identify any associated market, liquidity and credit spreads.
For floating rate exposures not assumed to be hedged at Financial Closing, 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. Bidders should take into account the expectation that
floating rates will rise significantly over the tenor of the expected debt and assumptions based on only
short term end of the curve will not be accepted.
Bidder’s Proposal should include written confirmations from the relevant finance parties that the
interest rate hedging strategy and the assumed rates are acceptable, acknowledged and agreed by them
and were accounted for in their decision to provide financing to the Bidder and Form Sheet K.1 should
include written confirmation that the interest rate hedging strategy and the floating interest rate
assumptions used are acceptable to the Financing Party issuing the Financing Term Sheet.
REPDO reserves the right to validate the interest rate hedging assumptions provided by each Bidder
and to request further justification of the assumptions used. REPDO reserves the right to input
appropriate assumptions into the Bidder’s Financial Model and to adjust the assumed Energy
Payments accordingly to the extent that the explanation is not regarded as satisfactory.
Prior to the execution of interest rate hedging, the Bidder’s Financial Model shall be updated to the
extent necessary to reflect the final terms and funding plan.
Upon Financial Closing, the Bidder’s Financial Model will be updated to reflect (i) for fixed rate
facilities the underlying rate applicable as at Financial Closing; (ii) for amounts assumed to be hedged
in the Bidder’s Proposal, actual mid-market swap rates (net of credit spreads) achieved through a
competitive bidding process as agreed with REPDO and (iii) prevailing forward rates where these
have been used as floating rate assumptions. The Energy Charge will then be adjusted, so as to place
the Project Company in the same relative financial position after the adjustment and revision in rates
as it was prior to the revision based on minimum and average debt service coverage ratios and Equity
IRR. For the avoidance of doubt, no adjustment will be made for changes in margins.
Where Bidders have failed to fully identify the market and credit spreads in their fixed rate indications
supporting the tender, REPDO reserve the right to assume the required spreads are zero, before
making the adjustment. Note that no other changes to Energy Charge in respect of interest rate
movements or any other macroeconomic variables such as foreign exchange movements will be
considered.
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Part I
4.4 Exclusivity
Bidders are not permitted to impose exclusivity requirements upon their supporting financing parties
in the period leading up to the submission of their Proposal. However, in accordance with each
Bidder’s Letter of Conveyance (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 REPDO as a Shortlisted Bidder. Failure to release such financing parties from such obligations may
lead to that Bidder forfeiting its Bid Bond.
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Part I
5. FINANCIAL MODEL AND FORM SHEETS
5.1 General
Each Bidder must submit a financial model (the “Bidder’s Financial Model”) and must be in a single
file and fully compatible with Microsoft Excel 2010. A Bidder’s Financial Model not compatible with
Microsoft Excel 2010 will not be accepted. The Bidder’s Financial Model must be capable of
performing all calculations required by the RFP.
The assumptions used in the Bidder’s Financial Model must be consistent with all the technical
information, cost estimates and financial assumptions, workings and outputs stated in each Bidder’s
completed Form Sheets / Proposal, and take into account the provisions of:
 the draft PPA, in particular the Energy Charge and calculations contained within schedule 9 of
the PPA;
 the signed EPC term sheet;
 the signed O&M term sheet, in case of third party O&M arrangement. Not applicable if Project
Company will perform O&M services through In-house O&M arrangements, in which case a
comprehensive O&M plan must be provided along with the basis of O&M cost assumptions;
 the terms and conditions of the Committed Facilities and Uncommitted Facilities as evidenced
by the Bank Acknowledgement Letter, accompanying term sheets and Form Sheets G.5; and
 the macroeconomic assumptions set out in Section 9.3.2.
The Bidder’s Financial Model should contain multiple worksheets, which should contain all the
calculations required to produce Form Sheets F.1 – F.2, G.1 – G.9 and H.1 - H.4. The format of these
calculations (and results) should be consistent with that of the individual Form Sheets contained in
Part IV of the RFP.
The Form Sheets should be an integral part of the Bidder’s Financial Model and should be constructed
so that any change in the underlying assumptions of the Bidder’s Financial Model is automatically
reflected in the Form Sheets. Bidders have been supplied with electronic copies of Form Sheets F.1 –
F.2, G.1 – G.9 and H.1 - H.4.
Should Bidders wish to make any changes to such Form Sheets, they are required to submit the
requested change to the points of contact outlined in Section 8.2 for approval.
Bidders should also ensure that all cells within the above Form Sheets that are coloured yellow are
correctly linked to the Bidder’s Financial Model.
Bidder must provide a letter from recognised financial model auditor, which certifies that the Bidder’s
Financial 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, however as part of their engagement, the financial model auditor must
acknowledge that any report they create after bid submission will expressly be relied upon by
Offtaker, and as such the auditor will owe a duty of professional care to the Offtaker in respect to any
post-bid submission work it undertakes and provides to the Bidder. The detailed scope of work and
findings raised must be provided.
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Part I
5.2 Timing
The Bidder’s Financial Model should be structured in such a way that the financial projections are
shown on a monthly basis up to Scheduled PCOD. After Scheduled PCOD, forecasts should be made
on a semi-annual basis such that each semi-annual period starts at the beginning of, or midway
through, a Contract Year. Similarly, each semi-annual period must finish at the end of, or midway
through, a Contract Year.
Please refer to Form Sheet F.0 cell D8 for the Bidder’s Financial Model starting date.
5.3 Assumptions and User Book
Each Bidder shall supply detailed operating instructions and a detailed summary of the assumptions
used in the Bidder’s Financial Model (the “Model Book”).
The operating instructions should include a summary of the layout of the Bidder’s Financial Model
and describe the function and usage of any complicated features, especially items such as calculation
macros and complex formulae. These operating instructions should describe in detail the procedure for
resolving the Bidder’s Financial Model when undergoing a change in assumptions and how to run the
sensitivities on the Bidder’s Financial Model specified in the relevant section below.
The summary of assumptions in the Model Book must clearly show all relevant cost, technical,
financial, macroeconomic and tax assumptions including, where appropriate, support of explanation
for such assumptions.
The Bidder’s Financial Model is required to adhere to best practice standards, which must include, but
are not limited to:
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;
 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 between input, output and backing (calculation) schedules; and
 no circular referencing paths.
5.3.2 Consistency
 no change of formulae across rows (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 semi-annual
periodicity.
5.3.3 Flexibility
 ability to run sensitivities as requested below;

 ability to update economic or technical assumptions without detailed recoding; and
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Part I
 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;
 input cells differentiated from calculation and output cells (for example through differing font
colours);
 each macro required for operation of the Bidder’s Financial Model (including debt resizing and
optimisation) should be included with the Bidder’s Financial 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;
 all worksheets should be set up to print clearly and legibly on A4 sized paper; and
 the Bidder’s Financial Model should only include macro calculations for the avoidance of
circularities.
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; and
 the Bidder’s Financial Model should include a scenario control sheet.
5.4 Required Outputs
The financial projections for the Bidder’s Financial Model must include, as a minimum, the following
items in addition to those required for the Form Sheets:
 cash flow statement;

 profit and loss account;
 balance sheet;
 a detailed sources and uses of funds;
 schedule of debt draw downs and repayments;
 a schedule showing the Equity IRR (blended for the Bidder, and where the Bidder is a
Consortium, for each Consortium Member) and the project IRR over the term of the PPA (in
both nominal and real terms); and
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Part I
 a summary of key outputs, including but not limited to, Levelised Cost of Electricity and Energy
Charge.
5.5 Required Returns Analysis
The Bidder’s Financial Model should, at a minimum, clearly show the following calculations of
nominal IRR:
 the projects IRR;

 the Bidder’s Equity IRR, and
 Consortium Member's Equity IRR (if applicable).
The nominal Equity IRRs above should all be calculated after payment of shareholder taxes and zakat
at the Project Company level with terminal value of up to 25% of the EPC costs. It should also be
calculated on a monthly basis prior to PCOD and on a semi-annual basis thereafter.
Bidders are required to link the results of the above IRR analysis to Form Sheet H.4.
5.6 Required Sensitivities
The Bidder’s Financial Model should allow for the following sensitivities to be tested, within
reasonable bounds:
 EPC cost overruns;

 O&M cost overruns;
 degradation rate;
 inflation;
 interest rates;
 exchange rates;
 delays in construction; and
 wind yield at P50 and P90.
5.7 Evaluation
As part of its Proposal evaluation, REPDO will use its own evaluation model. The analysis to be
performed by REPDO upon the Bidder’s Financial Model will be supplementary to that conducted
through REPDO’s own evaluation model and REPDO may submit requests for clarification to resolve
any discrepancies in results between the Bidder’s Financial Model and REPDO’s evaluation model.
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Part I
6. PAYMENT STRUCTURE
6.1 Introduction
The Offtaker will make the Energy Payments in respect of the Plant Net Electrical Energy and
Deemed Electrical Energy to the Project Company.
The payment structure is described in more detail below and the relevant formulae are given in full in
schedule 9 of the draft PPA. Each Bidder must include in its Proposal in respective Form Sheet H.3
the Energy Charge to be included in schedule 9 of the PPA.
6.2 Energy Payments
The Bidder is required to calculate the “Energy Charge”, i.e. the price of electricity (in Hals / kWh)
to be charged by the Project Company to the Offtaker. The Energy Payments will be made by Offtaker
based on:
 the Energy Charge (in Hals / kWh);

 the Net Electrical Energy (in MWh) generated by the Plant and delivered to Offtaker; and
 the Deemed Electrical Energy (in MWh) deemed to have been provided to Offtaker in
accordance with the terms of the PPA.
The Energy Charge is made up of the following components:
 Component A: Capital Cost Recovery Charge in respect of the capital costs (debt service,
distributions to shareholders and taxes, levies and duties incurred) recovery; and
 Component B: O&M Cost Recovery Charge in respect of the O&M costs.
For each component, Bidder can propose foreign and local portion of the Energy Charge as per
schedule 9 of the draft PPA.
6.3 Price Indexation
As shown in the table below, specific components of the Energy Charge are subject to indexation
under the PPA. Such indexation is designed to protect the Project Company from unexpected price
movements over the life of the PPA.
Each Bidder is required to propose a percentage of each of the relevant components of the Energy
Charge to be designated as either foreign portions or local portions. The specified percentages will
remain constant throughout the term of the PPA.
The following components shall be subject to indexation as shown below:
USD/SAR
Energy Charge component US inflation KSA inflation
exchange rate
Component A (Capital Cost Recovery)
Foreign portion Indexation - -
Local portion - - -
Component B (O&M Cost Recovery)
Foreign portion Indexation Indexation
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Part I
Local portion - - Indexation
Please note that no exchange rate indexation will be available other than for USD/SAR rates as above.
Further detail on indexation is included in schedule 9 of the draft PPA.
6.4 Calculation of Energy Payments
In addition to calculating the Energy Charge to be inserted in the PPA, each Bidder is required to
calculate the LCOE for Net Electrical Energy.
These calculations will be derived from:
 the payment calculation formulae detailed in schedule 9 of the draft PPA;

 the Bidder’s proposed Energy Charge;
 the macroeconomic assumptions as stated in Section 9.3.2; and
 the Projected Net Electrical Energy for each year of the PPA term (as set out in Schedule 9 of
the PPA).
6.5 Supplemental Payment Adjustments
Bidders should note the provision of clause 15.1 of the PPA in respect of the Offtaker’s requirement in
respect of future savings.
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Part I
7. OTHER COMMERCIAL REQUIREMENTS
7.1 Legal Requirements of Bidders
7.1.1 Notice of Intention to Bid
Bidders must notify REPDO in writing of their intention to bid and the proposed composition of their
Consortium (if applicable) by submitting a Letter of Intention by 19 October 2017 as detailed in
Section 8.7.1. Any proposed changes are subject to Section 7.1.3 below.
The submission of a Letter of Intention is not optional and failure to submit by the specified deadline
may rule the Bidder ineligible to submit a proposal.
7.1.2 Legal Form of Bidders
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.
7.1.3 Qualification of Bidders and Consortium Members
The Managing Member and Technical member must have received a NPQ recognising their standing
as Managing Member and Technical Member respectively.
Bidders have up until 19 October 2017 to advise REPDO through the submission of a Letter of
Intention of their proposed consortium, which must include a Managing Member and a Technical
Member which has been suitably qualified by REPDO. A Bidder can bid alone if it has received a
NPQ recognising its standing as both Managing Member and Technical Member.
After receipt of a Letter of Intention, Bidders may not:
 convert their single Bidder status under a NPQ into a Consortium by introducing Consortium
Members;
 introduce additional parties into their Consortium;
 allow Consortium Members to leave their Consortium;
 change the proposed shareholding percentages of their Consortiums; or
 allow any change to the ownership structure of a Consortium Member,
without REPDO’s prior approval. REPDO may consider such requests on their merits, including but
not limited to the guidance in the RFQ. REPDO does not expect to give permission for any changes in
the forty five (45) days prior to the Bid Submission Date.
7.1.4 Requirements for Consortium
No Consortium may include a member that (i) is acting or has an Affiliate (including but not limited to
an entity with same parent company) acting separately as another Bidder; or (ii) is included or has an
Affiliate included as a member of another Consortium.
As part of its Proposal, each Bidder must furnish evidence to REPDO of its legal structure and, in the
case of a Consortium, information with respect to (a) the legal relationship among the Consortium
Members; (b) the role and responsibility of each Consortium Member; and (c) the appointment of the
Managing Member and Technical Member, including by submitting the following:
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Part I
 A certified copy of the complete joint venture or consortium agreement which appoints
Managing Member and authorises such party to act on behalf of the Consortium up until the
announcement of the Successful Bidder, signed by all the Consortium Members; and
 satisfactory evidence as to the due authority of the person executing the joint venture or
consortium agreement to do so on behalf of the Consortium Member, comprising of the original
PoA which authorises the signatory to sign the joint venture or consortium agreement on behalf
of the Consortium Member. Such PoA should be full legalized authenticated by the consular
authorities of the KSA outside KSA and the necessary authorities within the KSA.
7.1.5 Changes in Bidders after Bid Submission Date
Bidders shall ensure that there is no change in the beneficial ownership or shareholding of each
Consortium Member, or in the composition of the Bidder Consortium (if relevant) after the Bid
Submission Date without the prior written approval of REPDO. Furthermore, REPDO shall in no way
be obliged to grant such approval. REPDO reserves the right to reject any Proposal as non-compliant
to the extent Bidders fail to comply with this restriction post the Bid Submission Date.
7.2 Governing Laws
The PDA, SLA, and EIA will be governed by and construed in accordance with the laws of the KSA.
The PPA (including any PPA Direct Agreement) shall be governed by and construed in accordance
with the Laws of England and Wales. Bidders are free to select the governing law of the EPC Contract
and O&M agreement.
7.3 Permits and Licences
The Successful Bidder has to obtain all consents, permits and licences necessary to implement and
operate the Project and to ensure that the costs of procuring such consents, permits and licences are
included in its Proposal.
The Project Company will need to apply for the generation license from ECRA. The application forms
are provided in Form Sheets L.1 to L.4 in Part IV of the RFP, and the application can be made via
ECRA’s website.
REPDO stresses that the responsibility to identify and obtain these required consents, permits and
licences rests solely with the Successful Bidder. 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 each Bidder. This is notwithstanding that the draft PPA provides that the Offtaker
will co-operate with the Successful Bidder in the identification of, and application for, such consents,
permits and licences.
7.4 Operating and Accounting Procedures
Each Bidder is required to submit as part of its Proposal drafts of the operating and accounting
procedures that are to be put in place for the Project Company. Such operating and accounting
procedures must be agreed to prior to execution of the PPA and documented appropriately.
7.5 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 comprise that
required by:
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Part I
 KSA law;
 the PPA;
 Good Utility Practice; and
 the lenders to the Project Company.
As a minimum, the insurance programme must meet or exceed the programme set out in schedule 3 of
the draft PPA. Each Bidder is required to outline a summary insurance programme as part of its
Proposal (in Form Sheet G.11) and should note the construction insurance coverage is to be procured
by the Financial Closing date.
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Part I
8. PREPARATION AND DELIVERY OF PROPOSALS
8.1 Compliance with Instructions
The objective of the RFP is to establish a single format to be followed by each Bidder to ensure a
uniform and impartial evaluation and ranking of each Proposal.
Each Bidder must submit its Proposal in accordance with the requirements of the RFP and complete
all Form Sheets and provide all information required under the RFP. Each Bidder is permitted to
provide additional or supplementary information, data, descriptions and explanations for the purposes
of clarification of its Proposal.
Bidders are required to indicate clearly and explain each and every deviation from the requirements or
instructions of the RFP including the Plant description and Technical Specifications in Part II. As
already stated, any mark-ups to the Draft Agreements included in Part V of the RFP must be provided
in clean and black-line drafts (compatible with MS-Word 2010), together with clear explanations and
rationales for each deviation in Form Sheet V. Any mark-up appearing in the black-line drafts that is
not supported by an explanation in Form Sheet V will not be considered for review. REPDO
discourages deviations and modifications from the requirements of the RFP and the provisions of the
Draft Agreements, as they substantially reflect the agreed position in previous IPP program projects.
REPDO will not consider any amendments to the Draft Agreements that do not reflect specific
technical, financial or operational features of this Project. Significant or material deviations to the
Draft Agreements are likely to render a Proposal to be deemed non-compliant.
REPDO reserves the right to reject any Proposal as non-compliant at its sole discretion.
8.2 Request for Clarifications
If a Bidder has any doubt as to the meaning or intent of any sections of this RFP or requires additional
information, such Bidder may, in writing, submit a request for clarification to REPDO in the format of
Form Sheet J.2. Such request should be made through the ePP, no later than thirty (30) days prior to
the Bid Submission Date.
REPDO will endeavour to respond to requests for clarification within twenty (20) days, with the
exception of relevant holiday periods where a longer response time may be necessary. To ensure
equitable treatment for all Bidders, REPDO’s expectation is that replies will be issued in the form of
“common replies” issued to each Bidder through ePP. Save for written responses from REPDO
pursuant to this Section 8.2, Bidders may not rely on any other information, explanation, or
interpretations (whether written or oral) made by REPDO or any of its employees, agents or advisers
(including the Advisers).
8.3 Addenda to RFP
At any time prior to, but no later than fifteen (15) days prior to the Bid Submission Date, REPDO 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 through ePP. Each Addendum issued by
REPDO will constitute part of this RFP.
8.4 Bid Conference, Site Visit and Bid Costs
REPDO intends to schedule a bid conference, to be held in the KSA, on 27 September 2017. The date
will be confirmed through the ePP.
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Part I
Prior to the Bid Submission Date, REPDO requires each Bidder to visit the Site to investigate and
acquaint itself with the relevant conditions and circumstances. REPDO will arrange for the Site visit
which is currently scheduled for 28 September 2017. The proposed arrangements for the Site visit will
be made available on the ePP. Bidders may also request further access to the Site for the purposes of
conducting their own studies and investigations. Such requests should be made in writing to REPDO
through ePP, who will endeavour to accommodate such requests to the extent possible.
Each Bidder will bear all costs and expenses associated with the preparation and submission of its
Proposal. REPDO will in no circumstances be responsible or liable for any such costs or expenses,
regardless of, without limitation, the conduct by REPDO or outcome of the bidding, evaluation and
selection process.
8.5 Validity, Modification and Withdrawal
Subject to the following, Proposals must remain valid for a period of nine (9) months from the Bid
Submission Date (the “Validity Period”). Any Proposal submitted with a Validity Period shorter than
nine (9) months may be rejected by REPDO as non-compliant. Similarly, any Proposal including
conditionality for project milestones other than as outlined in Section 1.10 is likely to be rejected by
REPDO as non-compliant.
REPDO may, in writing, request the Bidder’s written consent to an extension of the Validity Period. A
Bidder may refuse to agree to the request without forfeiting its Bid Bond. If a Bidder agrees to the
request, its Bid Bond must be extended accordingly (on a day for day basis). A Bidder that agrees to
the request will not be required nor permitted to modify its Proposal.
A Bidder may, by written notice, modify, correct or withdraw its Proposal after its submission to
REPDO provided that such notice is received by REPDO not less than 48 hours prior to the Bid
Submission Date through ePP.
Once submitted, no Proposal may be otherwise modified or corrected. Withdrawal of the Proposal at
any time during the Validity Period, otherwise than pursuant to this Section 8.5, will entitle REPDO to
payment of the full amount of the Bid Bond.
8.6 Confidentiality and Opening of Proposals – to update with ePP decision
Each Bidder must treat all information provided with or pursuant to this RFP in accordance with the
terms of the confidentiality 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, no information contained in or relating to the Proposals will be disclosed to any persons
not involved in the process of examination, evaluation, recommendation or acceptance of the
Proposals.
No information relating to the clarification, determination of responsiveness, evaluation and

comparison of Proposals 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 REPDO’s
discretion, only to the Shortlisted Bidders.
Any effort by any Bidder (or any local agent or representative) to influence REPDO or any of their
officers, representatives, employees or advisors, including the Advisers, during the process of
clarification, determination of responsiveness, evaluation and comparison of Proposals, or in decisions
concerning the award of the Project, may result in the rejection of its Proposal.
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Part I
All Proposals received by REPDO will remain sealed in REPDO’s possession until, and will only be
opened by REPDO after, the Bid Submission Date. Proposals for which notices of withdrawal have
been submitted in accordance with the provisions of Section 8.5 will not be opened by REPDO.
REPDO will carry out the opening of the Proposals in an open session at a date and time and location
in Riyadh to be advised (but expected to be within 48 hours of the Bid Submission Date). A maximum
of six representatives of each Bidder will be allowed to attend.
At the opening of the Proposals, REPDO will ensure that the Bid Bond and duly executed Letter of
Conveyance and Powers of Attorney (“PoAs”) have been furnished by each Bidder. A representative
of REPDO will then read aloud the summary information attached to the Letter of Conveyance for
each Proposal received.
REPDO will not return the original or any copies of a Proposal.
8.7 Bid Submission Requirements
8.7.1 Letter of Intention
Each prospective Bidder is required to complete and submit to REPDO the Letter of Intention (Form
Sheet J.1), no later than 19 October 2017, stating whether it intends to submit a Proposal and naming
the Managing Member and the Technical Member suitably qualified by REPDO.
8.7.2 Bid Submission – to update with ePP decision
Each Bidder is allowed to submit one Proposal only and REPDO will not accept alternative bids from
any Bidder.
Each Proposal and all related correspondence and documents must be in the English language.
Full details of the Bid Submission process will be provided as an Addendum to the RFP.
Bid Submission will require the following:

1) The Bidder must deliver one original hard copy (marked Original Bid) to a location to be
advised in Riyadh including a copy of the Bidder’s Financial Model on CD ROM. The
Proposal must be received by REPDO by 12 noon, Saudi time on the Bid Submission Date.
The hard copy submission must include a separate envelope including the Letter of
Conveyance and appendices, Powers of Attorney and the original Bid Bond.
2) The Bidder must upload all required Bid Submission elements onto the ePP by 12 noon, Saudi
time on the Bid Submission Date. The ePP will be closed after this time and date.
Bidders should note the primary intention of REPDO and its advisors is to receive and evaluate
submissions through the ePP. The hard copy will be kept and used as the definitive version in the
event of any discrepancy or discussion arising from the material submitted through the ePP.
Submission of both the hard copy and the ePP submission are mandatory and failure to submit
required material under either submission may render the Bidder non-compliant and no further
evaluation will take place. Bidders must note that the ePP will be closed at the 12 noon Saudi time on
Bid Submission Date. The Bidders must accept total responsibility for ensuring that all elements of the
Proposal are submitted by the required time. No extensions of time will be granted including no
extensions of time for disruption of internet connection and any other technical difficulty in uploading
documents.
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Part I
Submission of the hard copy without full submission on the ePP or vice-versa may render the Bidder
non-compliant and no further evaluation may take place.
No Proposals will be accepted by REPDO after the Bid Submission Date and time.
8.7.3 Letter of Conveyance
The Letter of Conveyance 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 Proposal. If the Proposal is submitted by a Consortium,
satisfactory evidence as to the due authority of the person executing the Letter of Conveyance to do so
on behalf of the Consortium Member must be provided. Such evidence must comprise of the Original
PoA which authorises the signatory to sign the Letter of Conveyance on behalf of the Consortium
Member. Such PoA should be fully legalised authenticated by the consular authorities of the KSA
outside KSA and the necessary authorities within the KSA.
8.8 Bid Bond
Each Bidder must provide a bid bond or bid bonds (the “Bid Bond”) in the aggregate amount of SAR
25,000,000 in the form of an irrevocable and unconditional guarantee, issued by a recognised bank or
banks domiciled or licensed to conduct business in the KSA and acceptable to REPDO.
Each Bidder should check with REPDO 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.
A Bid Bond will be returned to the respective Bidder within thirty (30) days of notification by REPDO
that (i) such Bidder has not been short-listed, or (ii) it has decided that no Proposal is to be accepted.
The Bid Bond of each Shortlisted Bidder will be retained and, if necessary, extended at such Bidder’s
expense until the Development Security is provided to REPDO pursuant to the PPA.
A Bidder’s Bid Bond may be called for a number of reasons including:
 If the Bidder is advised by REPDO it is not a Shortlisted Bidder, it does not permit its
supporting financing parties to enter into discussions with REPDO and / or the Shortlisted
Bidders with a view to such financing parties entering into agreements with the Shortlisted
Bidders;
 If a Bidder withdraws its Proposal during the Validity Period or, if selected as the First Ranked
Bidder, it:
− refuses or fails to negotiate the Draft Agreements, including Part II: Technical
Specifications of this RFP;
− refuses or fails to execute the PPA, the PDA, the SLA, or the EIA in the form agreed
during negotiations;
− breaches its obligation in accordance with the PDA; or
− refuses or fails to furnish the Development Security pursuant to the PPA.
8.9 Bid Documents
Each Proposal must be comprised of five volumes (Volume I to IV) and be split into sections as shown
below:
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Part I
8.9.1 Volume I
Cover letter
 Section 1:
− Letter of Conveyance (Form Sheet A);
− PoA authorising the person(s) who signed the Letter of Conveyance to bind the Bidder to
the Proposal, which PoA shall be notarised and authenticated by the consular authorities
of the KSA and the necessary authorities within the KSA; and
− Bid Bond (Form Sheet B).
 Section 2:
− Bank Acknowledgement Letter, accompanying Term Sheet and finance plan (Form
Sheets K.1, K.2 and K.3).
 Section 3: Information regarding, as applicable, the Bidder’s organisation and each Consortium
Member, including:
− details of the legal form of the Bidder (Form Sheet C.1) (and its members in the case of a
Consortium - Form Sheet C.2);
− copies of the organisational documents for each Consortium Member, including
memoranda and articles of association, commercial or trading licenses and certificates of
good standing;
− copies of any partnership, consortium, joint venture and shareholders’ agreement in the
case of a Consortium, including evidence of the appointment of the Managing Member
and Technical Member;
− completed forms regarding the legal status, eligibility and qualification of the EPC
Contractor, the O&M Contractor (if applicable) and main equipment manufacturer list
(Form Sheets C.3 to C.7); and
− completed ECRA application forms (Form Sheets L.1 to L.4).
 Section 4:
− the proposed Energy Charge for payment calculation in accordance with schedule 9 of the
draft PPA and Form Sheet H.3;
− Schedule 9 to the PPA, with all data completed;
− the projects IRR and Equity IRRs for the Bidder (Form Sheet H.4);
− the LCOE based on the evaluation conditions as set forth in Section 9.3 (Form Sheet
H.1);
− the Bidder’s Financial Model, and supporting explanations and assumptions in the Model
Book (as defined in Section 5). The Hard Copy submission should include a CD ROM;
− The Bidder Financial Model must include Form Sheets F-G-H embedded within the
Bidder’s Financial Model;
− Two independent wind resource and energy yield assessment reports prepared by
reputable third party; and
− all information about Energy loss assumptions and uncertainty calculation (Form Sheet
Q).
 Section 5:
− annual performance guarantee (including Guaranteed Plant Power Curve) data for the
Project (Form Sheet D);
− design and manufacturer information (Form Sheet E);
66
Part I
− Target capacity test guarantee (Form Sheet P);

− project cost estimates (Form Sheets F.1 and F.2); and
− financial data (Form Sheets G.1 to G.9).
Please note Form Sheet G8 Financial and Economic Assumptions must clearly identify the
hedging mid rate and credit and market spreads and be accompanies by the interest rate
hedging indication supplied by one or more of the banks supporting the financing, based on
the Senior Debt and EBL profiles of the financing bid, and utilising the end-of-day curve on
8 January 2018, or notified by way of Addendum to the RFP.
 Section 6:
− Project Implementation Schedule (Form Sheet I); and
− Timetable to Financial Closing (Form Sheet G.10).
 Section 7:
− Commercial insurance (Form Sheet G.11).
8.9.2 Volume II
 Section 1:
− Clean and black-line copies of the draft PPA (and all appendices thereto) marked to show
all proposed modifications, if any, including explanations in accordance with Section 8.1
(Form Sheet V); and
− This section should include any proposed modifications to Schedule 6 if any, including
explanations in accordance with Section 8.1 (Form Sheet V);
explanations in accordance with Section 8.1 (Form Sheet V) and all relevant data required
for completion of Schedule 9 (Form Sheets H.3); and
explanations in accordance with Section 8.1 (Form Sheet V).
 Section 2:
− Clean and black-line copies of the draft PDA marked to show all proposed modifications,
if any, including explanations in accordance with Section 8.1 (Form Sheet V).
 Section 3:
− Clean and black-line copies of the draft SLA marked to show all proposed modifications,
 Section 4:
− Clean and black-line copies of the draft EIA marked to show all proposed modifications,
 Section 5:
− A signed EPC term sheet (including a list of deviations, if any in Form Sheet V) together
with a copy of a draft EPC Contract and other information required in accordance with
the requirements of Section 2.3.2.
 Section 6:
− Third party O&M solution: Signed O&M term sheets (including a list of deviations, if
any, in Form Sheet V) together with copies of the draft O&M contract and other
information required in accordance with the requirements of Section 2.4.2, or
67
Part I
− In case of In-house O&M: Detailed O&M plan related to maintenance, cleaning,

overhaul, specialist repair services, equipment procurement and resourcing for all
operational facilities and services required for the Project. Details regarding involvement
of Managing Member and Technical Member in the O&M of the Project would need to
be provided, and other information required in accordance with the requirements of
Section 2.4.2.
 Section 7:
− Draft operating procedures for the Project Company, in accordance with the requirements
of Section 7.4.
 Section 8:
− Equipment supply references in accordance with the requirements of Section 2.3.4.
8.9.3 Volume III
 Clean and black-line copies of Part II (Technical Specifications) of this RFP, marked to show all
proposed modifications, if any, including explanations in accordance with Section 9.1.
 Detailed technical information and description of the Project including all information,
drawings, diagrams and data required as per Part II: Technical Specifications of this RFP related
to the Plant and Plant Substation and the declared deviations as per Form Sheet M.
8.9.4 Volume IV
 Detailed technical information and description of the connection requirements to the Plant’s grid
including all information required as per Part II: Technical Specifications of this RFP as per
Form Sheet N.
 This information is to be provided in a separate folder even if already available in Volume III
(referencing between Volume III and IV is not allowed).
68
Part I
9. PROPOSALS
9.1 Clarification of Proposals
REPDO may request additional information, clarifications and verifications from each Bidder with
respect to any item contained in its Proposal. The relevant Bidder is required to respond, in writing, to
any such request within two weeks of receipt of the request.
To assist in the examination, evaluation and comparison of Proposals, REPDO may also require the
Bidder to attend clarification meetings at REPDO’s offices in Riyadh or at an alternative location to be
advised. During the evaluation process, no change with respect to the Proposal price and LCOE will
be requested by or permitted to the Bidder.
Each Bidder is responsible for all costs associated with the preparation and submission of any
additional information requested by REPDO and attendance at such clarification meetings.
9.2 Responsiveness and Rejection of Proposals
REPDO expressly reserves the unconditional right to reject any or all Proposals. REPDO is not bound
to accept the lowest priced Proposal.
REPDO intends to evaluate and compare only those Proposals determined to be substantially
responsive to the requirements of this RFP. A Proposal will be considered substantially responsive
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 each Bidder as stated in the
RFP.
Amongst other reasons, a Proposal may be rejected by REPDO if the Bidder:
 fails to submit a signed Letter of Conveyance and PoA in the form and in accordance with the
requirements of Form Sheet A and Section 8.7.3 of this ITB;
 fails to submit the Bid Bond in the form and in accordance with the requirements of Form Sheet
B and Section 8.8 of this ITB;
 fails to submit the required Bank Acknowledgement Letters and accompanying Financing Term
Sheet in the form and in accordance with Form Sheets K.1 and K.2 as required by Section 8.9.1
of this ITB;
 fails to provide information on the Bidder’s organisation as required by Section 8.9.1 of this
ITB;
 fails to comply with the procedures outlined in Section 8.7 for preparation and submission of the
Bid;
 does not submit the required IRR calculations in accordance with Form Sheet H.4;
 does not submit a calculation of the LCOE in accordance with Form Sheet H.1 as required by
Section 8.9.1 and Section 9.3.3 of this ITB;
 does not submit Energy Charge for the calculation of payment in accordance with Form Sheet
H.3 as required by Section 8.9.1 of this ITB; or does not provide required data for completion of
schedule 9 of the draft PPA as required by Section 8.9.2 of this ITB;
69
Part I
 fails to provide the Total Project Cost and the financial data in accordance with Form Sheets F
and G as required under Section 8.9.1 of this ITB;
 proposes through mark-ups or reservations substantial or material departures from the terms or
conditions of any of the Draft Agreements including Part II (Technical Specifications);
 fails to submit the data related to schedule 9 of the PPA;
 fails to submit a signed EPC term sheet or draft EPC Contract as required by Sections 2.3.2 and
8.9.2 of this ITB;
 Either (i) in case of third party O&M solution, fails to submit a signed O&M term sheet or draft
O&M Contract as required by Sections 2.4.2 and 8.9.2 of this ITB, or (ii) in case of In-house
O&M, fails to submit detailed O&M plan related to maintenance, cleaning, overhaul, specialist
repair services, equipment procurement and resourcing for all operational facilities and services
required for the Project. Details regarding involvement of Managing Member and Technical
Member in the O&M of the Project would need to be provided;
 fails to prove the eligibility of the EPC Contractor in accordance with Form Sheets C.3 and C.4
and as required by Section 2.3.2 of this ITB;
 fails to prove the eligibility of the O&M Contractor (if applicable) in accordance with Form
Sheets C.5 and C.6 and as required by Section 2.4.2 of this ITB;
 fails to provide adequate equipment supply references as required by Section 2.3.4 of this ITB;
 fails to provide a technical solution based on technology and parameters as required within Part
II (Technical Specifications);
 proposes a technical solution omitting any material requirement of Part II (Technical
Specifications);
 fails to submit the performance guarantee data in accordance with Form Sheet D and the design
and manufacturer data in accordance with Form Sheet E;
 fails to submit the Project Implementation Schedule in accordance with Form Sheet I and
Section 8.9.1 as well providing the detailed implementation schedule for the Project;
 fails to submit the technical information and deviations as listed in Form Sheets M, N and O;
 proposes a Scheduled PCOD that is later than 31 August 2020;
 fails to comply with Section 4.2 in relation to financing commitments including (but not limited
to) requirements for Senior Debt Facilities and the prohibition of 'hard' mini-perm structures or
all forms of balloon repayments;
 fails to adhere to best practice standards in preparing the Bidder’s Financial Model as specified
in Section 5.3;
 enters into an exclusivity arrangement with a supplier of the Main Equipment, which prohibits
this supplier to propose this equipment to other Bidders;
 fails to submit independent wind resource and energy yield assessment reports prepared by
reputable third party supporting the Bidder’s Guaranteed Plant Power Curve as specified in
Form Sheets Q and D of Part IV of the RFP; or
 fails to provide a letter from recognised financial model auditor, which certifies that the
Bidder’s Financial Model has been audited and that all calculations are correct.
70
Part I
9.3 Evaluation of Proposals
9.3.1 Methodology
The primary evaluation criteria REPDO will use in its ranking of substantially responsive Proposals is
the levelised cost of electricity (“Levelised Cost of Electricity” or “LCOE”).
The resulting value from the formulae, the LCOE, will serve as the single price criterion for the
evaluation of the Proposals.
The LCOE is calculated solely for the purpose of the evaluation and comparison of Proposals and does
not necessarily represent the actual unit payments by the Offtaker to the Project Company.
The methodology for the calculation of the LCOE is described in the following sections of this ITB.
Levelising the Energy Charge takes account of the differing capacities / generation efficiencies and
breakdown of Energy Charge offered by Bidders.
To standardise the calculation of the Energy Charge each Bidder is required to complete Form Sheet
H.1 for the Plant using the underlying assumptions as set out in the section below.
9.3.2 Assumptions for Calculation of Required Values
Total Energy Payments (as defined in Section 9.3.3) under the PPA will be calculated using the
formulae outlined below, the payment calculation formulas set out in schedule 9 of the draft PPA and
the Energy Charge proposed by the Bidder.
Indexation of Energy Charge will be calculated in accordance with the mechanisms detailed in
schedule 9 of the draft PPA, based on the following assumptions to be used for evaluation (and should
be assumed by Bidders in the Bidder’s Financial Model as appropriate).
 Annual growth rate of Consumer Price Index of the KSA: 2% p.a.

 Annual growth rate of US Producer Price Index: 2% p.a.
 Exchange rate fluctuation (USD:SAR): 0% p.a.
(i.e. constant exchange rates)
The effective value of the above inflation indices as at 1 January 2018 shall be considered to be the
reference indices. Energy Charge will be adjusted for the first time on PCOD and after that on each
anniversary of that date.
The following reference value will be used for evaluation (and should be assumed by Bidders in the
Bidder’s Financial Model as appropriate):
 Reference exchange rate: USD 1 = SAR 3.75
9.3.3 Determination of the LCOE
The LCOE for the Plant will be calculated as the ratio of the aggregate net present value of the total
Energy Payments (“Total Energy Payment” or “TEP”) made to the Plant to the aggregate net present
value of the corresponding total Net Electrical Energy (“Total Net Electrical Energy” or “TNE”)
generated by the Plant starting from the respective Plant Scheduled PCOD and extending to the end of
the term of the respective PPA.
71
Part I
The methodology to be used to determine the LCOE will be based on calculating the net present value
using a 7.5% nominal discount.
LCOE = NPV_TEP / NPV_TNE / 10
where:
LCOE = Levelised Cost of Electricity (Hals/kWh)

NPV_TEP = Net present value of Total Energy Payments (in SAR)
NPV_TNE = Net present value of Total Net Electrical Energy assumed to be dispatched (in
MWh)
NPV_TEP will be calculated as the net present value of annual Total Energy Payments made to the
Plant in the early generation period and in the Contract Years during the term of the PPA:
20
NPV_TEP = ( TEPe / (1 + r) nc
) +  ( TEPn / (1 + r) nc )
n=1
where:
TEPn = Energy Payments (in SAR) for Net Electrical Energy assumed to be dispatched in
Contract Years. Post PPA Term no Energy Payment should be assumed.
TEPe = Energy Payments (in SAR) for Net Electrical Energy assumed to be dispatched in
early generation period prior to PCOD
n = Contract Year (1, 2, 3, …, 20)
nc = Compounded period for discount rate referred to the Scheduled PCOD
r = Annual discount rate (= 7.5%)
The NPV_TNE will be calculated as the net present value of the annual TNE assumed to be
dispatched during the term of the PPA:
20
NPV_TNE = (TNEe / (1 + r) ) +  (TNEn / (1 + r) nc)
nc
n=1
Where:
TNEn = Net Electrical Energy assumed to be dispatched in Contract Years after

accounting for all losses and uncertainties factors (including but not limited to
degradation and outages). Post PPA Term no TNE should be assumed (in MWh)
TNEe = Net Electrical Energy assumed to be dispatched in early generation period prior to
PCOD after accounting for all losses and uncertainties factors (including but not
limited to degradation and outages)
n = Contract Year (1, 2, 3, …, 20)
nc = Compounded period for discount rate referred to the Scheduled PCOD
72
Part I
r = Annual discount rate (= 7.5%)
9.4 Notification of Selection
9.4.1 Reservation of Rights
REPDO reserves the absolute right to accept or reject any Proposal or to annul or cancel the bidding
process and reject all Proposals at any time without any liability to any Bidder or any other party and
without any obligation to inform any Bidder of the grounds for its action.
9.4.2 Notification of Shortlisted Bidders
REPDO intends to shortlist and notify a maximum of two Bidders (the “Shortlisted Bidders”). These
Shortlisted Bidders must acknowledge receipt of this notification, in writing, within one week of such
notification.
REPDO intends to select one of these Shortlisted Bidders as the “First Ranked Bidder” and to
negotiate with this Bidder and to execute the required agreements with this Bidder within their
proposed Project Implementation Schedule.
Prior to the selection of the First Ranked Bidder, REPDO may require each Shortlisted Bidder to
procure confirmation from ECAs as per section 4.2.2, in order to give REPDO additional comfort that
if the Shortlisted Bidder was selected as the First Ranked Bidder it would be able to achieve the
Closing Date in accordance with their proposed Project Implementation Schedule.
Following the selection of the First Ranked Bidder, REPDO may keep the Proposal of the other
Shortlisted Bidder open for detailed discussions and negotiations until the signature of the PPA.
9.4.3 Notification of Unsuccessful Bidders
In parallel with the selection of the Shortlisted Bidders, REPDO will advise unsuccessful Bidders of
the outcome of their Proposal. Upon this notification, such unsuccessful Bidders must confirm they
have released their supporting financing parties from any obligations they have towards the
unsuccessful Bidder, following the receipt of which REPDO shall return the unsuccessful Bidders’ Bid
Bonds.
9.4.4 Negotiations and Execution of the Draft Agreements
REPDO will negotiate with the First Ranked Bidder. REPDO may choose to negotiate at the same
time with any other Shortlisted Bidder.
Upon selection, the First Ranked Bidder must promptly commence, in good faith, negotiations with
REPDO and seek to promptly agree and execute the Draft Agreements and, thereafter, to satisfy all
conditions precedent to the Closing Date in order that construction of the Project can commence in
accordance with REPDO’s envisaged timeframe.
The respective Consortium Members will enter into the PDA (thus becoming the “Successful
Bidder”) and shortly thereafter the Project Company will sign the SLA, the EIA, and the PPA.
The First Ranked Bidder will be responsible for any costs or expenses incurred by it in the negotiation
and execution of the Draft Agreements and for achieving the Closing Date in accordance with the
Project Implementation Schedule. REPDO will be under no obligation to reimburse any Bidder for
any such costs or expenses.
73
Part I
9.4.5 Development Security
On or before the signature of the PPA, the Successful Bidder must deliver to REPDO the
Development Security in the amount equivalent to 10% of EPC price. The Development Security is
required to be in place until PCOD as security for potential costs and damages incurred by REPDO,
including as a result of:
 the Project Company failing to achieve the Closing Date by the date specified therefore under a
PPA;
 the Project Company failing to pay any LDs payable by the Project Company pursuant to the
terms of a PPA;
 the Project Company abandoning the Project;
 the Project Company not complying with its insurance obligations under a PPA;
 Event of Default occurring under a PPA; or
 REPDO giving notice to the Project Company to extend the duration of the Development
Security and the Project Company failing to so extend the Development Security within 14 days
of the notice or 30 days prior to the expiration date of the Development Security.
Any recourse on the part of the issuer of the Development Security must be limited to the Successful
Bidder (and its Affiliates). The costs for issuing and maintaining the Development Security shall be
for the account of the Successful Bidder. If the First Ranked Bidder fails to comply with the
procedures outlined herein for furnishing the Development Security, such Bidder’s Bid Bond will be
forfeited.
74

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Ministry of Energy, Industry and Mineral Resources

Kingdom of Saudi Arabia

DUMAT AL JANDAL WIND

INDEPENDENT POWER PLANT

Part I: Instructions to Bidders

Part II: General Technical Specifications

Part III: Technical Appendices

Part IV: Form Sheets

Part V: Draft Agreements

DISCLAIMER AND CONFIDENTIALITY NOTICE

3.1 Project Company 34

9.2 Responsiveness and Rejection of Proposals 69

Addendum Has the meaning given to it in Section 8.3

Certificate of Origin Means a document, certified by a registered body, attesting that

Offtaker, comprising the foreign and local components after

Company and their permitted successors and assigns, including any

REPDO Means the Renewable Energy Project Development Office

RFP Means this request for proposal

SAR Means Saudi Arabian Riyal

as described in Section 4.2.2

1.1 General Introduction

The RFP consists of the following:

The Scheduled PCOD of the Project is 31 August 2020.

1.2 The “Guiding Principles”

 Competitiveness – Maximise competitiveness (i.e. number of bidders) while ensuring certain

1.3 Contractual and Commercial Overview

Section 2.4 sets out further details of the O&M arrangements.

1.4 Technical Overview

The Project will involve inter alia:

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

 Protection and communication for 132 kV OHTL;

Preliminary Layout of DAJ Wind IPP

1.6 Project Company Formation

1.7 Project Agreements

1.8 Financing Structure

 Third-party Senior Debt:

 Shareholder funding, including equity bridge loans (“EBLs”); and

1.9 Payment Structure

The Project Company will receive Energy Payments in respect of:

1.10 Project Schedule

The proposed timetable for the Project is shown below:

1 July 2018 Latest Financial Closing Date / Notice to Proceed

2.1 General Description

2.2 Power Interfaces

2.3.1 EPC Contractor

Eligibility and qualifications of EPC Contractor:

2.3.2 Required Bid Information

Each Bidder must provide as part of its Proposal:

2.3.4 Proven Equipment and Equipment Suppliers

The wind turbines must

 First Energy Date Tests

Further details on Testing are provided in schedule 6 of the PPA.

2.4 Operations and Maintenance

2.4.1 O&M Contractor

Third party O&M Contractor

Eligibility of O&M Contractor

2.4.2 Required Bid Information