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Proposal CONEXIO (Turkey) - SMARTGREEN Solar Project Development V5
Proposal CONEXIO (Turkey) - SMARTGREEN Solar Project Development V5
Istanbul, 09-09-2015
INDEX
Página 1
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
During the last decade Turkey has come a long way to become not only the 17th largest economy but also a regional power,
multiplying its GDP in this period over countries like the Netherlands or Switzerland in nominal terms.
The country is strategically located between Asia and Europe, which together with the existing commercial links with Central
Asian republics as well as the cultural and linguistic ties it shares with them, have made Turkey a gateway to the region and
vital bridge to European markets. These advantages coupled with the ingrained culture of entrepreneurship and business in
Turkey, have allowed their companies to have dominant positions in countries such as Azerbaijan, Georgia, Kazakhstan and
Iran
With a population of more than 75 million inhabitants, of which approximately 50% are below 30 years old, Turkey has a young
and dynamic market that is the main engine of the economy.
Politically, Turkey is a secular and democratic republic since 1923. Stability has been the dominant note in about the last
century which, coupled with record economic growth in the OECD, Turkey has become one of the largest recipients of direct
investment in the region.
The foreign presence in Turkey has been limited for years to a few large companies that have been the tip of the spear in the
country, but not anymore. Considering their geographical proximity (a flight from Barcelona to Istanbul lasts only 3 hours) and
cultural (Mediterranean culture), and its status as an emerging market makes it one of the most attractive destinations for
exports and investment.
Página 2
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Today the energy sector in Turkey represents one of the country´s most interesting business opportunities. The privatization
and de-regulation process undertaken by the Turkish government over the last decade, together with a solid legal framework
and growing internal demand, have made Turkey a key country for energy investors.
The Turkish electric distribution company TEIAS is forecasting an annual growth in demand of 6% between 2014 and 2023.
This forecast is sustained by demographic growth, the development of the population in urban areas, and an expected rise of
industrial production.
On the other hand the Turkish electricity generation market is one of the fastest growing in the world. From 1998 to 2014 the
total installed capacity increased from 23,000 MW to 69,000 MW, and is forecast to reach 96,000 MW by 2023. Electricity
generation is lead by gas and hydroelectric power stations, followed by coal and wind plants. The amount of electricity
generated by other renewable such as biomass and solar energy is still not significant, although there is an open tender for the
construction of 600 MW photovoltaic plants, being the first PV tender in Turkey. A second solar tender is expected to be hold
in 2015-2016, for 1.000 - 1.200 MW.
Página 3
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
CONEXIO is a consultancy firm whose main mission is to provide comprehensive services to enterprises and institutions (local
and foreign) with interests in the countries where has presence.
CONEXIO has been developing for several years renewable (wind and solar) energy projects in Turkey, and is one of the few
foreign project developers helping investors to develop their projects in the country. Until June 2015 CONEXIO has been
developing projects for a total capacity of more than 800 MW, in different stages of development. Recently, four solar PV
projects developed by CONEXIO were awarded with pre-licences, with a total capacity of 40 MW.
CONEXIO has a multidisciplinary team of professionals from different areas, including engineers, topographers, economists
and lawyers. The team also has collaborations with professionals and firms experienced in multinational environments.
The aim of this proposal is to establish the terms and conditions which are governing the professional relation and
collaboration between SMARTGREEN and CONEXIO, under which CONEXIO will provide services to SMARTGREEN for the
development of solar PV projects in order to get the rights up to the RtoB.
CONEXIO will undertake all the necessary actions and all necessary services for the promotion, development and processing
in order to get the rights of use to install solar PV plant and the necessary permit for the construction.
Página 4
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Operations that are mentioned in the preceding paragraphs should be made in accordance with the technical, economical,
commercial and other specifications, in its case, that SMARTGREEN communicates to CONEXIO at any time.
E) SERVICES PROPOSAL
1. For the development of UNLICENSED projects, for a minimum of 2 complete projects of at least 5 sub-projects of 1
MW each, from greenfield up to the RtoB. The services, assistance and advice to be provided by CONEXIO to
SMARTGREEN will be:
⇒ Location of sites / land: provision of services related to procurement activities, identification and selection of
land and / or sites, whose characteristics may be suitable for the construction and operation of an
unlicensed PV projects. The sites will be pre-selected according to the characteristics defined in ANNEX I.
⇒ Preparation of a characterization sheet of lands and / or sites that have been previously identified in order to
make an assessment on them, as described in ANNEX II.
⇒ Services for the acquisition of the right for the use of the land by SMARTGREEN and to apply for the
unlicensed project.
1.2. Development:
Página 5
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
All documentation will be prepared, as appropriate, according to the specific needs of each of the projects and
depending on their locations. The technical documentation will be set, in any case, to the requirements and technical
specifications that are required by the applicable regulations.
CONEXIO also will provide services that are in each case necessary, in order to obtain any clarification or correction
of documentation that may be required under the procedure of the unlicensed project.
Detailed engineering services of the projects are not included. Once the site and regions are known, a proposal for
these services can be prepared.
CONEXIO will provide services in order to maximize the knowledge for the preparation of the necessary feasibility
reports. CONEXIO specifically will provide the following services:
⇒ Financial Models: Collaboration with SMARTGREEN for the elaboration of the financial models, including
support for the negotiation with local Banks or Financial Institutions
⇒ Analysis of suppliers: Search and analysis of suppliers in each of the investment project area
⇒ EPCist: Prices will be analyzed from both local and international companies
⇒ Civil work and electromechanical setting: different suppliers will be proposed in the area of construction
⇒ Producers of local photovoltaic modules: price analysis and certificates for the access to the feed-in tariff
Página 6
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
CONEXIO agrees to submit to SMARTGREEN the corresponding monthly report, detailing the activities and services
provided in the corresponding period, and the status of each of the Projects with particular reference to the various
location stages. Anyhow, CONEXIO will inform at any time to SMARTGREEN by e-mail about the progress of the
projects, under demand
These activities will be developed by CONEXIO under the collaboration, coordination and supervision of
SMARTGREEN technical team.
2. For the development of LICENSED projects, for a minimum number of projects of 5, in one of the areas proposed,
from greenfield up to the submission of the dossier for the tender, the services, assistance and advice to be provided
by CONEXIO to SMARTGREEN will be:
2.1. Professional Services for the acquisition of rights to use land to install the measurement stations:
⇒ Development of sites / land: provision of services related to procurement activities, identification and
selection of land and / or sites, whose characteristics are suitable for the construction and operation of the
Project. For these objectives, CONEXIO will identify sites for the location of the Projects, taking into account
the criteria as described in ANNEX I
⇒ CONEXIO will provide services for the acquisition of the right for the use of the lands by SMARTGREEN to
install the measurement stations
Página 7
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
⇒ CONEXIO will provide services for the acquisition of the right for the use of the lands by SMARTGREEN for
attending the tender, always following the guidelines of SMARTGREEN, either by the formation of land
rights, leases, easements, or any other rights which could be necessary, in case of being privately owned
land, or obtaining the appropriate permits from the competent public authorities, in case of being public
owned land. The risk of negotiation and agreement with the landowner will be on SMARTGREEN side.
⇒ Solar Resource: CONEXIO, according to the requirements of the tenders, will provide appropriate services
related to the management of meteorological measurement stations, data communications, control and
monitoring measures, etc., and, in general, all precise actions in order to get all the measures which may be
necessary according to the requirements of the and according to MGM regulations.
⇒ The necessary technical and administrative documentation for the presentation to the tenders: provision of
services related to the basic technical design and basic engineering needed for the preparation of all
technical documentation necessary to attend the tender. In this sense, CONEXIO is responsible of
processing and obtaining all those permits, licenses and administrative authorizations that are mandatory
according to applicable regulations and which are necessary to attend the Tender. This documentation will
be established, as appropriate, to the specific needs of each of the projects and depending on their
locations. The technical documents and drawings will include basic layout and basic production forecast.
⇒ CONEXIO also will provide services that are, in each case, necessary, in order to obtain any clarification or
correction of documentation that may be required under the procedure of the Tender.
⇒ CONEXIO will provide services in order to support and maximize the know-how for the preparation of the
necessary feasibility reports. The objective is to maximize the potential of the success of SMARTGREEN in
the tenders. CONEXIO specifically will provide the following services:
- Financial Models: In collaboration with SMARTGREEN support in the elaboration of the financial models
Página 8
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
necessary for the application to the tenders, including support for the negotiation with local Banks and
Financial Institutions.
- Analysis of suppliers: Search and analysis of suppliers in each of the investment project area.
- EPCist: Prices will be analyzed from both local and international companies
- Civil work and electromechanical setting: different suppliers will be proposed in the area of construction.
- Producers of local photovoltaic modules (if needed): Price Analysis and certificates for the access to the
feed-in tariff bonus. Bankability of them.
- Producers of local setting structures: Price Analysis and certificates for the access to the feed-in tariff bonus.
Bankability of them.
- Producers of local invertors: Price Analysis and certificates for the access to the feed-in tariff bonus.
Bankability of them.
⇒ Market Intelligence: elaboration of lists of companies, potential competitors or partners in the areas defined
by SMARTGREEN. Collaboration in negotiation of possible alliances in the development of pre-tender
projects. Transcripts of meetings with third parties
⇒ Scenarios: Collaboration with SMARTGREEN, in the elaboration "what if" scenarios for each project
CONEXIO agrees to submit to SMARTGREEN the corresponding monthly report, detailing the activities and services
provided in the corresponding period, and the status of each of the Projects with particular reference to the various
location stages. Anyhow, CONEXIO will inform at any time to SMARTGREEN by e-mail about the progress of the
projects, under demand.
These activities will be developed by CONEXIO under the collaboration, coordination and supervision of
SMARTGREEN technical team.
Página 9
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
The fees for the services provided by CONEXIO to SMARTGREEN and other conditions will be as follows:
1. For the services provided by CONEXIO to SMARTGREEN, within the framework of this agreement in the terms
described in paragraph E)1, will be 29.760 EUR / Mw, plus a success fee of 5.000 EUR / Mw, once after the project
approval.
Payment conditions:
⇒ 20% of the price shall be paid by SMARTGREEN to CONEXIO in concept of advance payment at the beginning
of activities
⇒ 15% of the price shall be paid by SMARTGREEN to CONEXIO, at the time of submitting the simplified
characterization sheet and after receiving the approval from SMARTGREEN to secure the land, within 15 days
after receiving the characterization sheet (ANNEX II) from CONEXIO
⇒ 15% of the price shall be paid by SMARTGREEN to CONEXIO at of the acquisition by logging the
agreement/contract to rent the land chosen by SMARTGREEN
⇒ 15% of the price shall be paid by SMARTGREEN to CONEXIO at the acquisition of the call letter (çağrı mektubu)
⇒ 15% of the price shall be paid by SMARTGREEN to CONEXIO at the preparation of the geological study (jeolojik
etüt)
⇒ 20% of the price shall be paid by SMARTGREEN to CONEXIO after obtaining the project approval (proje onayi)
⇒ Success fee will be paid once the project approval is got (RtoB)
2. For the services provided by CONEXIO to SMARTGREEN, within the framework of this agreement in the terms
described in paragraph E)2, will be 38.950 EUR / project, plus a success fee of 10.000 EUR / Mw if the project is
awarded with a pre-license.
Payment conditions:
Página 10
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
3. To the above amounts, where appropriate, KDV or similar tax result of application in accordance with the applicable
legislation will be added.
4. Once the documentation (the characterization sheets, ANNEX II) of the project provided by CONEXIO is sent,
SMARTGREEN will have 10 working days to accept or reject the project. In case SMARTGREEN rejects the project,
CONEXIO will have the right to offer it to other customers. In case no feedback from SMARTGREEN within that
period it will be understood that the site or project has been rejected.
5. This proposal is based on 10 MW (unlicensed) and 5 projects (licensed) as previously described, otherwise the offer
will be revised.
6. The rental or purchase price of the land will be on market prices basis. The agreement for renting or purchasing the
land (to be prepared by SMARTGREEN) will be on the basis of fair agreement. Under the conditions of this proposal,
SMARTGREEN agrees that abusive clauses can affect negatively negotiation with the landlords.
7. CONEXIO will have the right of first refusal to develop completely the proposed projects, unless written consent.
9. This proposal represents the only offer to SMARTGREEN and replaces any previous offer.
COMMITMENT TO QUALITY
In CONEXIO we are convinced of the quality of our services. If you are not satisfied with our work, we commit
ourselves to make a new similar service without cost
The costs considered and referred to in this budget are exclusively working hours of CONEXIO´s staff and travel expenses,
and those defined in E). Any other expense or cost will be considered out of scope. Not exclusive but descriptive, are
considered out of scope:
⇒ Taxes, stamp duties, other taxes and obligations for the legalization of a contract and its elevation to public.
Página 11
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Before any work is outsourced (if demanded and approved by SMARTGREEN), CONEXIO will provide to SMARTGREEN at
least two (2) different written offers.
Expenses out of the scope of this proposal will be paid directly by SMARTGREEN. If those expenses are paid firstly by
CONEXIO, they will be invoiced to SMARTGREEN adding 15% to cover administrative costs.
Página 12
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
The ideal criteria for the plots (non deal stoppers in any case) will be:
Página 13
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Slope angle
Orientation
Possible shading (high buildings, trees - winter no leaves, power poles or other masts, others)
Accessibility (road: paved, gravel, soil? Slope? Seasonal impacts? Other properties to pass or road to use?)
Area
Actual plans and schemes to obtain satellite pictures (i.e. Google Earth) or other aerial view or sketch (draw sketch or enter
scanned image or Google earth image). Photographs.
Página 14
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Página 15
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Slope angle
Orientation
5. Possible shading (high buildings, trees - winter no leaves, power poles or other masts, others)
Description:
6. Accessibility (road: paved, gravel, soil, ..? Slope? Seasonal impacts? Other properties to pass or private road to
use?)
Description:
Description:
8. Area
9. Electrical engineering
Página 16
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
Voltage:
Utility statement on grid capacity
available?
Contact person?
Roads to pass, where does grid line enter the site? show in sketch
Comments:
EUR
EUR
Comments:
Archeological sensitive
Página 17
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com
11. Authorities to be considered / contacted (i.e. local authority for land + environment, for industry, town hall, others …)
Office:
Contact person:
Address, Tel.:
Other contacts:
Project relation:
Company:
Contact person:
Address, Tel. :
13. Signed Preliminary / Option / Exclusivity Agreement between the Company and the Landowner to be transferred
to SMARTGREEN (or model)
14. Copy of any grid connection application that has been submitted, if applicable
Página 18
CONEXIO CONSULTING SERVICES
19 Mayıs Mah., Hamidiye Suyu Sk., Dodanlı İş Merk. D.9 K.2, Şişli - Istanbul – Turkey
19 Rusalijski Prohod Str. Office 2 2nd floor, 1407 Sofya – Bulgaria
8, Jalan SS 12/1, 47500, Subang Jaya, Selangor, Darul Ehsan - Malasya
web: www.conexioenergy.com