Addendum 5 - Part I - Instructions To Bidders - Redline

Addendum 4 5 – dated [ ]
90 MIGD Independent Water Plant at

Hamriyah, Emirate of Sharjah
Request for Proposal

Part I: Instruction to Bidders
Issue Date: 03-04-2023
Bid Submission Date: 14-12-2023

Closing Time: 12:00 pm UAE Time
90 MIGD IWP at Hamriyah, Emirate of Sharjah Request for Proposal
Disclaimer
The information contained in this Request for Proposals (“RFP”) has been prepared by Sharjah Electricity,
Water and Gas Authority ("SEWA"), with the assistance of KPMG Lower Gulf Limited, DLA Piper Middle
East LLP, and WSP Middle East Ltd. (together, the “Advisers”), and is furnished solely for the purpose of
assisting the Bidder in making its own evaluations of the Project. It does not constitute an offer in relation
to the development, design, permitting, engineering, financing, procurement, construction, commissioning,
testing, completion, ownership, insurance, operation and maintenance of the Plant.
The information contained in the RFP does not purport to be all-inclusive or to contain all the information
that the 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 its Bid.
Neither the Emirate of Sharjah (the “Government”) or SEWA, 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.
SEWA reserves the right, in its absolute discretion, at any stage with prior notice to the Bidder, to change
the structure and timing of the tender process, to amend the information contained in the RFP or to
terminate the tender process itself. Neither the Government, SEWA or 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 the Bidder.
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Table of Contents
Disclaimer...................................................................................................................................................... 2
1 Introduction.......................................................................................................................................... 15
1.1 Introduction and Background .............................................................................................................. 15
1.2 Project Overview ................................................................................................................................. 16
1.3 Additional Request for Information ..................................................................................................... 16
1.4 Technical Overview ............................................................................................................................. 17
1.4.1 Company’s Responsibility ................................................................................................................. 17
1.4.2 The Plant Site .................................................................................................................................... 18
1.4.3 Capacity and Main Design Features ................................................................................................. 18
1.4.4 Power Supply .................................................................................................................................... 20
1.4.5 Environmental Matters ...................................................................................................................... 21
1.5 Contractual structure ........................................................................................................................... 21
1.5.1 Company Legal Form ........................................................................................................................ 21
1.5.2 Key Commercial Project Agreements ............................................................................................... 21
1.6 Project Parties ..................................................................................................................................... 22
1.6.1 SEWA ................................................................................................................................................ 22
1.6.2 Sharjah Finance Department (SFD) .................................................................................................. 22
1.7 Financing Structure ............................................................................................................................. 23
1.8 Payment Structure .............................................................................................................................. 23
1.9 Project Timetable ................................................................................................................................ 24
2 Technical Structure ............................................................................................................................. 25
2.1 Project Description .............................................................................................................................. 25
2.2 Engineering, Procurement and Construction ...................................................................................... 26
2.2.1 EPC Contractor ................................................................................................................................. 26
2.2.2 Eligibility and Qualification Criteria for the EPC Contractor .............................................................. 27
2.2.3 Required Bid Information & Responsibilities ..................................................................................... 27
2.3 Proven Technology and Equipment .................................................................................................... 29
2.4 Operations and Maintenance .............................................................................................................. 30
2.4.1 Provisions of O&M services .............................................................................................................. 30
2.4.2 Eligibility and Qualification for the O&M Contractor .......................................................................... 31
2.4.3 Required Bid Information................................................................................................................... 31
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2.5 Owner’s Engineer and SEWA’s Engineer ........................................................................................... 33

2.5.1 Owner’s Engineer .............................................................................................................................. 33
2.5.2 SEWA’s Engineer .............................................................................................................................. 33
2.6 Power Supply & Electricity Interfaces ................................................................................................. 34
2.7 Implementation Schedule ................................................................................................................... 34
3 Project Contractual Structure .............................................................................................................. 35
3.1 Company ............................................................................................................................................. 35
3.1.1 Ownership of Company ..................................................................................................................... 35
3.1.2 Incorporation of Company ................................................................................................................. 35
3.2 Draft Project Agreements.................................................................................................................... 35
3.2.1 Water Purchase Agreement .............................................................................................................. 36
3.2.2 Shareholders’ Agreement.................................................................................................................. 37
3.2.3 Musataha Agreement ........................................................................................................................ 37
3.2.4 Procurer Credit Support Agreement .................................................................................................. 37
3.2.5 EPC Contract: Key Terms ................................................................................................................. 37
3.2.6 Full EPC Contract .............................................................................................................................. 44
3.2.7 O&M: Key Terms ............................................................................................................................... 44
3.2.8 Agreements with Financing Parties ................................................................................................... 48
4 Financing Structure ......................................................................................................................... 5049
4.1 Total Project Cost ........................................................................................................................... 5049
4.1.1 O&M Costs .................................................................................................................................... 5150
4.1.2 Development Costs ....................................................................................................................... 5150
4.1.3 Electricity Supply Cost................................................................................................................... 5251
4.2 Financing of Project Costs .............................................................................................................. 5251
4.2.1 Capital Structure ............................................................................................................................ 5251
4.2.2 Requirements from the Bidder: Equity Finance ............................................................................ 5251
4.2.3 Requirements from the Bidder: Senior Debt Finance ................................................................... 5453
4.3 Interest Rate Hedging ..................................................................................................................... 5857
4.3.1 Interest Rate Hedging Bid Assumptions ....................................................................................... 5857
4.3.2 Foreign Exchange rate Bid Assumptions ...................................................................................... 5958
4.3.3 Adjustment to Charge Rates ......................................................................................................... 6059
4.4 Negotiations with Financing Parties ................................................................................................ 6059
4.5 Exclusivity ....................................................................................................................................... 6160
5 BIDDER’S MODEL AND FORM SHEETS ...................................................................................... 6261
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5.1 General ........................................................................................................................................... 6261

5.2 Timing ............................................................................................................................................. 6362
5.3 Assumptions and User Book........................................................................................................... 6362
5.3.1 Efficiency and Accuracy ................................................................................................................ 6362
5.3.2 Consistency ................................................................................................................................... 6463
5.3.3 Flexibility ........................................................................................................................................ 6463
5.3.4 Ease of Audit ................................................................................................................................. 6463
5.3.5 User- friendliness .......................................................................................................................... 6564
5.4 Required Outputs ............................................................................................................................ 6564
5.5 Required Return Analysis ............................................................................................................... 6665
5.6 Required Sensitivities ..................................................................................................................... 6665
5.7 Evaluation ....................................................................................................................................... 6766
5.8 Form Sheet Requirements .............................................................................................................. 6766
6 Payment Structure .......................................................................................................................... 6968
6.1 Introduction ..................................................................................................................................... 6968
6.2 Payments ........................................................................................................................................ 6968
6.2.1 Capacity Payments ....................................................................................................................... 6968
6.2.2 Output Payments ........................................................................................................................... 6968
6.2.3 Supplemental Payments ............................................................................................................... 7069
6.3 Price Indexation .............................................................................................................................. 7069
6.4 Calculation of Payments ................................................................................................................. 7170
7 Other Commercial Requirements.................................................................................................... 7271
7.1 Notice of Intention to Bid ................................................................................................................. 7271
7.2 Legal Form of the Bidder ................................................................................................................ 7271
7.3 Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid Submission Date ......... 7372
7.4 Governing Laws .............................................................................................................................. 7473
7.5 Governing Language ...................................................................................................................... 7473
7.6 Permits and License ....................................................................................................................... 7473
7.7 Employment and Training of U.A.E. Nationals ............................................................................... 7473
7.8 Insurance ........................................................................................................................................ 7473
7.9 Conflicts of Interest ......................................................................................................................... 7574
7.10 Cybersecurity Requirements........................................................................................................... 7574
8 Preparation and Delivery of the Bid ................................................................................................ 7675
8.1 Compliance with Instructions .......................................................................................................... 7675
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8.2 Request for Clarification.................................................................................................................. 7675

8.3 Addenda to RFP ............................................................................................................................. 7776
8.4 Bid Conference, Site Visit, and Bid Costs....................................................................................... 7776
8.5 Validity, Modification and Withdrawal ............................................................................................. 7877
8.6 Confidentiality and Opening of Bids................................................................................................ 7877
8.7 Bid Submission Requirements ........................................................................................................ 7978
8.7.1 Bid Submission .............................................................................................................................. 7978
8.7.2 Letter of Conveyance .................................................................................................................... 7978
8.7.3 Bid Bond ........................................................................................................................................ 7978
8.8 Bid Documents ................................................................................................................................ 8079
8.8.1 Technical Proposal ........................................................................................................................ 8079
8.8.2 Financial Proposal ......................................................................................................................... 8382
9 Proposals ........................................................................................................................................ 8584
9.1 Evaluation Methodology.................................................................................................................. 8584
9.1.1 Assessment of Completeness ....................................................................................................... 8584
9.1.2 Clarification .................................................................................................................................... 8584
9.1.3 Evaluation ...................................................................................................................................... 8584
9.1.4 Shortlisting ..................................................................................................................................... 8584
9.1.5 LWC Read-Out .............................................................................................................................. 8584
9.2 Clarification of Proposals ................................................................................................................ 8584
9.3 Compliance Criteria ........................................................................................................................ 8685
9.3.1 Financial Compliance Criteria ....................................................................................................... 8786
9.3.2 Legal Compliance Criteria ............................................................................................................. 8786
9.3.3 Technical Compliance Criteria ...................................................................................................... 8786
9.4 Responsiveness and Rejection of Bids .......................................................................................... 9089
9.5 Levelized Cost Evaluation............................................................................................................... 9291
9.5.1 Methodology .................................................................................................................................. 9291
9.5.2 Assumptions for Calculation of Required Values .......................................................................... 9291
9.5.3 Determination of the Levelized Cost ............................................................................................. 9392
9.6 Secondary Evaluation Criteria ........................................................................................................ 9594
9.6.1 Application ..................................................................................................................................... 9594
9.6.2 Criteria ........................................................................................................................................... 9594
9.7 Notification of Selection .................................................................................................................. 9594
9.7.1 Notification of Shortlisted Bidders ................................................................................................. 9594
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9.7.2 Notification of Unsuccessful Bidders ............................................................................................. 9594

9.7.3 Notification and Execution of the Draft Project Agreements ......................................................... 9695
9.7.4 Development Security ................................................................................................................... 9695
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Glossary of Terms
Term Meaning
Means an amendment or modification of the RFP by SEWA in accordance with Section
Addendum
8.38.3 (Addenda to RFP) of this Part I (Instructions to Bidders) of the RFP.
Means KPMG Lower Gulf Limited (“KPMG”) as Financial Adviser, DLA Piper Middle
Advisers East LLP (“DLA”) as Legal Adviser, and WSP Middle East Ltd. (“WSP”) as Technical
Adviser.
Has the meaning given in clause 1.1 (Definitions) of the WPA a draft of which is included
Affiliate
in Part V (Draft Project Agreements) of the RFP.
Means an individual company or a Consortium of companies experienced in the water
Applicant
sector who has submitted an SOQ in accordance with the RFQ.
Means the letter from Financing Parties supporting the Bid referred to in Sections
4.2.24.2.2(Requirements from the Bidder: Equity Finance) and 4.2.34.2.3(Committed
Bank Funding) of this Part I (Instructions to Bidders) of the RFP, the forms of which are
Acknowledgement included as Commercial Form Sheet D Section 1 (Form of Bank Acknowledgement
Letter Letter for Senior Debt Facilities) and Commercial Form Sheet D Section 2 (Form of Bank
Acknowledgement Letter for Equity Bridge Loan Facilities) of Part IV (Form Sheets) of
the RFP.
Means Pre-Qualified Applicant(s) having been issued a NPQ by SEWA and which
confirms to SEWA its intention to submit a Bid in response to the RFP, in accordance
Bidder
with the provisions of Section 7.17.1(Notice of Intention to Bid) of this Part I (Instructions
to Bidders) of the RFP.
Bid The proposal of the Bidder, submitted in response to this RFP.
Means the bid security to be furnished by Bidder pursuant to Section 8.7.38.7.3(Bid
Bid Bond Bond) of this Part I (Instructions to Bidders) of the RFP the form of which is included as
Legal Form Sheet B Section 1(Form of Bid Bond).
Bid Submission Date Means between 09h00 and 12h00 on 14 December 2023.
Means the financial model to be prepared and submitted by Bidder and described in
Bidder’s Model more detail in Section 55 (Bidder’s Model and Form Sheets) of this Part I (Instructions to
Bidders) of the RFP.
BOO Means build, own and operate
Capacity Payments Has the meaning given in Appendix G (Calculation of Payment) of the WPA, a draft of
which is included in Part V (Draft Project Agreements) of the RFP.
Charge Rates Means the price of each component of the service charged by the Company to SEWA,
and used to calculate the Capacity Payments and the Output Payments defined in
Appendix G (Calculation of Payment) of the WPA.
Closing Date Has the meaning given in clause 1.1 (Definitions) of the WPA a draft of which is included
Commercial Means the commercial insurance pursuant to Section 7.87.8(Insurance) of this Part I
Insurance (Instructions to Bidders) of the RFP.
Committed Funding Means the Senior Debt finance for which credit approved commitments from Financing
Parties have been obtained as described in Section 4.2.3.14.2.3.1(Committed Funding)
of this Part I (Instructions to Bidders) of the RFP.
Company The company to be incorporated and registered in the UAE as a closed JSC or LLC by
Developer Holding Company and SEWA (either directly or indirectly).
Owner’s Engineer Has the meaning given to it in Section 2.5.12.5.1(Owner’s Engineer) of this Part I
(Instructions to Bidders) of the RFP.
Means a joint venture, partnership, or other combination of international and/or UAE
Consortium companies formed in compliance with the provisions of the RFP and jointly participating
as a Bidder.
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Term Meaning
Means each individual company forming part of a Consortium either as the Lead
Consortium Member
Member, Technical Member, or Other Member.
Contracted Final Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Water Capacity included in Part V (Draft Project Agreements) of the RFP.
Contracted Initial Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Water Capacity included in Part V (Draft Project Agreements) of the RFP.
Contracted Specific
Has the meaning given in Appendix G (Calculation of Payment) of the WPA, a draft of
Net Electricity
Consumption
Contracted Water Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Capacity included in Part V (Draft Project Agreements) of the RFP.
Has the meaning given in clause 1.1 (Definitions) of the WPA a draft of which is
Contract Year
included in Part V (Draft Project Agreements) of the RFP.
Means direct or indirect ownership of 50% or more of the outstanding capital stock or
Control
other equity interests having ordinary voting power
Design Envelope Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Limits included in Part V (Draft Project Agreements) of the RFP.
Has the meaning given to it in Section 4.1.24.1.2(Development Costs) of Part I

Development Costs
Means the holding company incorporated by the Successful Bidder to enter into the
Developer Holding
Shareholders’ Agreement with SEWA and hold the Successful Bidder’s interest in the
Company
Company.
Development Has the meaning given in clause 1.1 (Definitions) of the WPA a draft of which is included
Security in Part V (Draft Project Agreements) of the RFP.
Dirhams or AED Means the lawful currency of the United Arab Emirates
Dollars or USD Means the lawful currency of the United States of America.
Draft Project Means the draft WPA, SHA and Musataha Agreement, copies of which are included in
Agreements Part V (Draft Project Agreements) of the RFP.
DSCR Means Debt Service Coverage Ratio.
Has the meaning given in clause in clause 1.1 (Definitions) of the WPA, a draft of which
Early Contract Period
is included in Part V (Draft Project Agreements) of the RFP.
Has the meaning given in clause in clause 1.1 (Definitions) of the WPA, a draft of which
Early Water Plant
is included in Part V (Draft Project Agreements) of the RFP.
Early Water Plant
Service Payments received by the Company during the Early Contract Period.
Revenue
ECA Means Export Credit Agency.
Effective Date Means the date of execution of the WPA.
Means the Emirates Interbank Offered Rate published daily by the Central Bank of the
EIBOR
UAE
Electricity Price
EPC Means engineering, procurement and construction
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Term Meaning
EPC Contract Means the EPC contract between the Company and EPC Contractor.
Means the contractor employed for EPC purposes under the EPC Contract meeting the
EPC Contractor
minimum requirements set out in this RFP and approved by SEWA.
Means an EPC term sheet containing the minimum terms set out in Section 3.2.53.2.5for
EPC Term Sheet the EPC Contract signed by the Bidder’s EPC Contractor and the Bidder and submitted
as part of its Bid.
Has the meaning given in Section 4.2.24.2.2 (Requirements from the Bidder: Equity
Equity
Finance) of Part I (Instructions to Bidders) of the RFP and as further defined in the WPA.
Means the standards, principles and guidelines drafted by the Equator Principles
Equator Principles Association and adopted by financial institutions, dated June 2013, and which may be
reviewed, amended and supplemented from time to time.
Repayment of Equity Bridge Loan in accordance with Section 4.2.24.2.2(Error!
Equity Injection Date
Reference source not found.) of Part I (Instructions to Bidders) of the RFP.
Equity Bridge Loan or Has the meaning given in clause 1.1 (Definitions) of the WPA a draft of which is included
EBL in Part V (Draft Project Agreements) of the RFP.
EWP Supplemental Has the meaning given in Appendix G (Calculation of Payment) of the WPA, a draft of
Water Output which is included in Part V (Draft Project Agreements) of the RFP.
Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Financial Closing
included in Part V (Draft Project Agreements) of the RFP
Has the meaning given to it in Section 8.88.8 (Bid Documents) of this Part I (Instructions
Financial Proposal
to Bidders) of the RFP
Financing Documents
Financing Party
Means the Bidder’s outline of their strategy and process to deliver the financing
Financing Plan requirements of the Project as set out in Section 4.2.34.2.3(Requirements from the
Bidder: Senior Debt Finance) of this Part I (Instructions to Bidders) of the RFP.
Means the outlined terms and conditions of Senior Debt Facilities signed by the Bidder’s
Financing Term Sheet
Financing Parties as part of its Bid.
Means:
(a) Legal Form Sheet; or

(b) Commercial Form Sheet; or
Form Sheet
(c) Technical Form Sheet,
which are provided as Part IV (Form Sheets) of the RFP, to be completed and submitted
by the Bidder as part of its Bid.
Full Term Finance Has the meaning given in Section 4.2.3.34.2.3.3 (Senior Debt Terms and Conditions) of
Facilities this Part I (Instructions to Bidders) of the RFP.
Good Utility Practice
Government Government of the emirate of Sharjah.
Immaterial Non- Has the meaning given to it in Section 9.39.3 (Compliance Criteria) of this Part I
Compliance (Instructions to Bidders) of the RFP.
Means the schedule for implementation of the Project in accordance with the
Implementation
requirements of Technical Form Sheet C Section 11 (Form of Implementation Schedule)
Schedule
of Part IV (Form Sheets) of the RFP.
Initial Commercial
Has the meaning given to it in clause 1.1 (Definitions) of the WPA, a draft of which is
Operation Date or
ICOD
IRR Means Internal Rate of Return.
ITB Means this Part I (Instructions to Bidders) of the RFP.
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Term Meaning
IWP Means Independent Water Plant
JSC Means Joint Stock Company.
kWh Means kilowatt-hours.
kV Means kilovolts
Means the main point of contact and manager of a Consortium and such entity having
Lead Member
received an NPQ pre-qualifying it to act in such capacity.
Means the letter to be submitted by the Bidder in accordance with Section
8.7.28.7.2(Letter of Conveyance) of this Part I (Instructions to Bidders) of the RFP and in
Letter of Conveyance
the form of Legal Form Sheet A (Letter of Conveyance) of Part IV (Form Sheets) of the
RFP.
Means the letter of intention to be submitted by the Bidder in accordance with Section
Letter of Intention 7.17.1(Notice of Intention to Bid) of this Part I (Instructions to Bidders) of the RFP and in
the form of Legal Form Sheet B Section 2.
LLC Means Limited Liability Company.
Means levelized water cost, being the net present value of the payments for water
LWC
divided by the net present value of the water produced
Means material non-compliance with fundamental procedural requirements,
specifications and other fundamental substantive requirements of the RFP, and must as
Material Non-
a general rule result in the rejection of the Proposal; it is against the principle of equal
Compliance
treatment to accept Proposals that do not comply with such requirements. The term
"Materially Non-Compliant" shall be construed accordingly.
MIGD Means million imperial gallons/ day.
Musataha Agreement
Has the meaning given to it in Section 5.35.3(Assumptions and User Book) of this Part I
Model Book
Net Dependable Has the meaning given in Appendix G (Calculation of Payment) of the WPA, a draft of
Water Capacity which is included in Part V (Draft Project Agreements) of the RFP.
Net Water Output
NPQ Means notice of pre-qualification.
O&M Means operation and maintenance.
Means the agreement between the Company and the O&M Contractor for the
O&M Contract or
management, operation and maintenance of the Plant as given in clause 1.1
O&M Agreement
(Definitions) of the WPA.
Means the contractor employed by the Company to manage, operate, maintain and
O&M Contractor
repair the Plant in accordance with O&M Contract.
Means an O&M term sheet containing the minimum terms set out in Section
O&M Term Sheet 3.2.73.2.7for the O&M Contract signed by the Bidder’s O&M Contractor and the Bidder
and submitted as part of its Bid.
OECD Consensus Means the 1978 arrangement between the OECD countries in relation to the export
Guidelines credits.
Output Payments
The Consortium Member that is part of a Consortium neither as the Lead Member or
Other Member Technical Member that meets the applicable qualification requirements detailed in the
RFQ
Part I, Part II, Part III,
Means the corresponding parts of the RFP.
Part IV, Part V
Means the independent seawater RO desalination plant with a planned capacity of 90
Plant MIGD SWRO located at the Hamriyah Power & Desalination Station, emirate of Sharjah,
UAE.
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Term Meaning
Has the meaning given to it in Section 9.7.19.7.1(Notification of Shortlisted Bidders) of
Preferred Bidder
this Part I (Instructions to Bidders) of the RFP.
Means the credit support agreement between SFD and the Company substantially in the
Procurer Credit
form set out in Appendix L to the WPA, a draft of which is included in Part V (Draft
Support Agreement
Project Agreements) of the RFP.
Procurer Has the meaning given to it in clause 1.1 (Definitions) of the WPA, a draft of which is
Development Costs included in Part V (Draft Project Agreements) of the RFP.
Means 90 MIGD SWRO facility under the Public-Private Partnership (PPP) model at the
Project
Hamriyah Power & Desalination Station on an IWP basis.
Means the executed versions of the Draft Project Agreements as provided in Part IV
Project Agreements
(Project Agreements) of the RFP.
Project Commercial
Operation Date or
PCOD
Plant Site or Site
Means the potable water storage tanks with a capacity of 60 MIGD for Early Contract
Potable Water
Period and 90 MIGD for full capacity Plant as specified in Part II (Technical
Storage Facilities
Specifications) of the RFP.
Pre-Qualified Means an Applicant which, on the basis of its SOQ, is pre-qualified in accordance with
Applicant this RFQ to submit a Bid for the Project.
The Company must utilize components and systems which are of new manufacture and
Proven Technology proven design. The Plant shall be built to appropriate internationally recognized
standards and shall comply with all the applicable national and statutory codes.
PPP Means Public Private Partnership
Means this Request for Proposal, being the complete tender document for soliciting Bids
RFP
and each future Addendum thereto, if any.
RFQ Means the Request for Qualification issued by SEWA on 7 September 2022.
RO Means reverse osmosis.
Scheduled Closing Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft of which is
Date included in Part V (Draft Project Agreements) of the RFP.
Scheduled Initial
Commercial
Operation Date
Scheduled Project
Commercial
Operation Date
Scheduled ESF
Provisional
Acceptance Date
Has the meaning given in Section 4.2.34.2.3 (Requirements from the Bidder: Senior
Senior Debt Debt Finance) of Part I (Instructions to Bidders) of the RFP and as further defined in the
WPA, a draft of which is included in Part V (Draft Project Agreements) of the RFP.
Means, collectively, the Capacity Payments, the Output Payments, the Supplemental
Service Payments Payment, as defined in Appendix G (Calculation of Payment) of the WPA, a draft of
SFD Means Sharjah Finance Department
“SHA” or Means the shareholders’ agreement between the Developer Holding Company and
Shareholders’ SEWA in relation to the Company, a draft of which is included in Part V (Draft Project
Agreement Agreements) of the RFP.
Shareholder
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Term Meaning
Short Term Finance Has the meaning given in Section 4.2.34.2.34.2.3.34.2.3.3(Senior Debt Terms and
Facilities Conditions) of this Part I (Instructions to Bidders) of the RFP.
Has the meaning given to it in Section 9.7.19.7.1(Notification of Shortlisted Bidders) of
Shortlisted Bidder
Means the land upon which the Plant will be situated shown on the plan as set out in
Site
Appendix A of the WPA.
Has the meaning given to it in Section 9.7.39.7.3(Negotiations and Execution of the Draft
Project Agreements) of this Part I (Instructions to Bidders) of the RFP. A reference to the
Successful Bidder
Successful Bidder is a reference to the entities comprising the Bidder (or Consortium
Members) who was/were formally prequalified by SEWA.
Supplemental Has the meaning given in Appendix G (Calculation of Payment) of the WPA, a draft of
Payments which is included in Part V (Draft Project Agreements) of the RFP.
Means Secured Overnight Funding Rate for 3 month USD deposits, as published every
SOFR
business day by the New York Federal Reserve
SOQ Means Statement of Qualifications.
SWRO Means Seawater RO
SEWA Means the Sharjah Electricity, Water, and Gas Authority
Has the meaning given to it in Section 2.5.22.5.2(SEWA’s Engineer) of this Part I
SEWA’s Engineer
Take Out Debt Means debt procured for the purposes of refinancing the Short Term Finance Facilities.
Target Refinancing Has the meaning given in Section 4.2.34.2.34.2.3.34.2.3.3(Senior Debt Terms and
Date Conditions) of this Part I (Instructions to Bidders) of the RFP.
Technical Member Means that entity having received an NPQ pre-qualifying it to act in such capacity.
Technical
Means Part II (Technical Specifications) of the RFP.
Specifications
Has the meaning given to it in Section 8.88.8 (Bid Documents) of this Part I (Instructions
Technical Proposal
to Bidders) of the RFP
Term
included in Part V (Draft Project Agreements) of the RFP
TIG Means thousand imperial gallons.
Means all costs as set out in Commercial Form Sheet E Section 1.2 (Project and O&M
Total Project Costs
Budget) included in Part IV (Form Sheets) of the RFP.
TRANSCO Means Abu Dhabi Transmission and Dispatch Company
Uncommitted Has the meaning given in Section 4.2.3.24.2.3.2(Uncommitted Funding) of this Part I
Funding (Instructions to Bidders) of the RFP.
UAE United Arab Emirates.
Has the meaning given in Section 8.58.5 (Validity, Modification and Withdrawal) of this
Validity Period
Part I (Instructions to Bidders) of the RFP
Water Delivery Point
Water Purchase Means the Water Purchase Agreement, a draft of which is included in Part V (Draft
Agreement or WPA Project Agreements) of the RFP.
In this RFP, except where the context otherwise requires:
(a) periods of time refer to the Gregorian calendar and reference to a time of day shall be construed
as a reference to the time of day in Sharjah, UAE;
(b) words importing one gender shall include the other two and words importing the singular number
shall include the plural and vice versa;
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(c) unless specifically provided otherwise, the words "herein" and "hereunder", and words of similar
import, refer to the entirety of this RFP and not only to the Section in which such use occurs;
(d) references to terms defined in clause 1.1 (Definitions) of the WPA shall refer to the definitions in
Draft WPA issued by SEWA as part of the RFP as revised in any Addendums, but not to any mark-
up or change proposed by a Bidder;
(e) "including" or "includes" shall be deemed to be qualified by a reference to "without limitation"; and
(f) this RFP shall be governed and construed in accordance with the Federal Laws of the United Arab
Emirates and the Laws of the Emirate of Sharjah.
Bidders should note that Appendix A to the WPA will comprise Part II and Part III of this RFP and will be
inserted at Effective Date. References in this RFP to Appendix A of the WPA and to paragraphs of
Appendix A of the WPA should be read as references to Part II of this RFP and to paragraphs of Part III
of this RFP.
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1 Introduction
1.1 Introduction and Background
SEWA is a government utility in the emirate of Sharjah which is responsible for providing electricity, water,
and natural gas to all residents in Sharjah. SEWA was originally established by Sharjah Emiri Decree No.
1/1995 on the Establishment of SEWA, which decree was later abrogated by Sharjah Emiri Decree No.
38/2014 on the restructuring of SEWA (“Emiri Decree No. 38/2014”). SEWGA was previously known as
the "Sharjah Electricity and Water Authority (SEWA)” however its official name was changed to SEWGA by
virtue of Sharjah Emiri Decree No. 30/2020, to include their gas function as well. For the purposes of this
RFP, SEWA & SEWGA will be used interchangeably but refer to the same authority.
SEWA is wholly owned by the Sharjah Government. SEWA is a financially and administratively independent
utility, to distribute and generate electricity, water, and piped natural gas to the residents of Sharjah.
Given SEWA’s responsibilities and statutory rights, SEWA has the authority to:
 develop the water production systems;

 engage with the private sector to complete the Project;
 offer the Project to the market; and
 enter the required contracts with the private sector to assist in carrying out such activities.
SEWA intends to meet the increasing demand of water and gradually phase out the existing and relatively
expensive sources of water generation. In this regard, SEWA plans to develop the Project which would be
adjacent to the 20 MIGD SWRO plant located in Hamriyah.
SEWA’s principal objectives for the Hamriyah IWP are to:
i. Augment its water production capacity to meet the present and the future water requirements in
the Emirate of Sharjah;
ii. Phase out some of the existing water production facilities which do not deploy the latest technology
and whose cost of water production is high; and
iii. Incorporate the latest trend and technological systems, tools, and equipment to produce
desalinated water through a cost-efficient and sustainable methodology.
SEWA invites pre-qualified developers and consortia, who are recipients of this RFP to submit their Bids
for the Project. This RFP contains details of the bid process as conducted by SEWA to enable private sector
developers to undertake the Project.
The RFP contains the following sections:
• Part I: Instructions to Bidders (the “ITB”) – this document – which provides an overview of the Bid
process and the associated documentation;
• Part II: Technical Specifications;

• Part III: Drawings and Diagrams;
• Part IV: Form Sheets; and
• Part V: Draft Project Agreements.
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The Bidder is invited to submit its Bid in accordance with Section 88 (Preparation and Delivery of the Bid)
of this Part I (Instructions to Bidders) of the RFP by no later than the Bid Submission Date.
1.2 Project Overview

The Project will consist of the development of the Plant to produce 90 MIGD of potable water. The Project
will be constructed on a phased basis with 60 MIGD of capacity being available by the Initial Commercial
Operation Date and a further 30 MIGD of capacity being available by the Final Project Commercial
Operation Date. The Plant will be structured as a standalone IWP and will be developed on a BOO basis
by the Company. The Company will be jointly owned by the Successful Bidder and SEWA and will be
incorporated and registered in UAE as a closed JSC or LLC in accordance with the following ownership
interests in its share capital:
Successful Bidder, through the Developer Holding Company 45%
SEWA 55%
The construction of the Plant and associated facilities is scheduled to begin no later than 02 July 2024 with
ICOD expected to be achieved no later than 01 January 2027 and PCOD expected to be achieved no later
than 01 January 2028.
Similarly, the Potable Water Storage Facility will also be developed in a phased manner for capacity
equivalent to 24 hours of potable water storage.
SEWA would off-take the entire capacity from the Project under a long-term WPA. Following ICOD and
prior to PCOD, the Company will be compensated for making 60 MIGD of desalination capacity available
and selling water output to SEWA and following the PCOD, the Company will be compensated for making
90 MIGD of desalination capacity available and selling water output to SEWA under a WPA. The Project
would be supported by a guarantee provided by SFD. The Company will be granted a Musataha right to
the Project land by SEWA for the term of the Project, pursuant to the terms of the Musataha Agreement.
Section 1.41.4 (Technical Overview) of this Part I (Instructions to Bidders) and in particular Part II (Technical
Specifications) of the RFP provide a more detailed description of the Project, including the Plant and
associated facilities.
1.3 Additional Request for Information

As detailed in Section 8.28.2 (Request for Clarifications), should the Bidder require additional information
in relation to the Project and/or the RFP, such request should be made in writing or by email to:
Eng. Nouf Omar Aldhahri
Position: Head of Tender Unit, Purchase and Contracts Department,
Email: nouf.omar@sewa.gov.ae; purchase@sewa.gov.ae
Cc:
Email: hadif.alteneiji@sewa.gov.ae
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Position: Director of Procurement and Contracts Department, Sharjah Electricity, Water, and Gas
Authority (SEWA)
and
Email: umer.bhat@sewa.gov.ae
Position: Purchasing Specialist, Sharjah Electricity, Water, and Gas Authority (SEWA)
and
Email: AE-DLKPMG-SEWAHamriyahIWP@Kpmg.Com
KPMG Lower Gulf Limited (Lead and Financial Advisor)
and
Email: SEWA-IWP-TA@wsp.com
WSP Middle East Ltd (Technical Advisor)
and
Email: DLAP-SEWA-HIWP@dlapiper.com
DLA Piper Middle East LLP (Legal Advisor)
1.4 Technical Overview

The Project shall comprise the independent water desalination plant with a planned capacity of 90 MIGD
SWRO at the Hamriyah Power & Desalination Station, Sharjah, UAE to be developed in a phased manner
with 60 MIGD of capacity being available by ICOD and a further 30 MIGD capacity being available by
PCOD.
1.4.1 Company’s Responsibility

Under the WPA, the Company will have the responsibility:
 to develop, design, finance, procure, construct, commission, operate and maintain the Plant
producing 60 MIGD of potable water during the Early Contract Period and 90 MIGD of potable
water from PCOD to be designed using reverse osmosis seawater desalination technology,
including storage, auxiliaries and interfaces;
 to develop, design, finance, procure, construct, commission, operate and maintain the seawater
intake, seawater chlorination system and outfall facilities as part of the Plant (Intake and outfall civil
structure exists and these will be shared facilities). Seawater Intake Debris collection pit, debris
removal system is existing for SEWA 20 MIGD Plant. Company may utilize the same by takeover
the existing system from SEWA, the O&M of this system shall be with the Company.
 to develop, design, finance, procure, construct, commission, operate and maintain other associated
infrastructure to be defined in the RFP;
 to dismantle and decommission the Plant, auxiliaries, interfaces and all associated infrastructure
at the end of the Term; and
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 to develop, design, finance, engineer, procure, construct, commission, complete, test, and transfer
to SEWA, the expansion of existing SEWA Hamriyah 132 kV GIS Substation (ESF) as defined in
the RFP.
In addition, the Company shall be responsible for the procurement of all relevant permits and approvals,
including environmental approvals and compliance, necessary for the construction and operation of the
Plant and the construction and transfer of the expansion of existing SEWA Hamriyah 132 kV GIS
Substation (ESF).
1.4.2 The Plant Site
The Plant Site is located west of Al Hamriyah Port in the emirate of Sharjah - UAE, and consists of a 100,350
m2 plot. A map showing the Plant Site is presented in Part II of the RFP. The Project will be located within
the existing Hamriyah Power & Desalination Station in the Arabian Gulf coastal town of Hamriyah, emirate
of Sharjah - UAE.
Figure [ ]: Site Location Plan
The overall Layout is attached as Part III to the RFP. Land arrangements are provided for under the
Musataha Agreement.
The RFP outlines the exact dimensions for the Site which will be available for the development of the
Project, within this overall Plant Site boundary, which is indicated under Part II and Part III of the RFP.
The Bidder must respect the exact dimensions set out for the Project. A Bid that assumes the use of land
beyond the boundaries of the Plant Site may be deemed technically non-compliant.
1.4.3 Capacity and Main Design Features
The Project shall comprise, 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 seawater RO desalination facility. The Contracted Initial
Water Capacity of the Plant at the Water Delivery Point shall be 60 MIGD and the Contracted Final
Water Capacity of the Plant at the Water Delivery Point shall be 90 MIGD. Bidders must take into
account that the Company will not dispatch water from the Plant at any stage beyond the
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Contracted Initial Water Capacity and Contracted Final Water Capacity as relevant at the Water
Delivery Point;
 the development, design, permitting, engineering, financing, procurement, construction,
commissioning, testing, completion, ownership, insurance, operation and maintenance and final
dismantling and decommissioning of the Potable Water Storage Facilities with a required capacity
of 60 MIG during the Early Contract Period and 90 MIG post PCOD; and
 the development, design, finance, engineer, procure, construct, commission, complete, test, and
transfer to SEWA, comprising of integration, modification and extension of the SEWA Hamriyah
132 kV GIS substation (ESF). Part II (Technical Specifications) of the RFP provide a more detailed
description of the Project, including the Plant, the expansion of existing SEWA Hamriyah 132 kV
GIS Substation (ESF) and all auxiliaries, interfaces and associated facilities. The SEWA
specifications will form part of the Technical Specifications. The Bidder, in preparing its Bid, shall
assume that:
 it is free to design the Plant as it deems appropriate, provided that it complies in all respects with
the Part II (Technical Specifications) of the RFP;
 all equipment shall be procured from highly reputable suppliers and Proven Technology. Used
equipment is not permitted;
 the design, manufacture and configuration of the Plant shall be done in such a manner so as to
exhibit high efficiency, availability and reliability with minimum water production costs, including
power consumption, 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 water desalination taking into consideration the
design and operational requirements, and meeting the water quality requirements provided in
Technical Form Sheet C Sections 10 - 24, as specified in the RFP;
 alternate or variant Bids assuming a Contracted Capacity larger than 90 MIGD will not be accepted;
and
 no alteration to the proposed Plant Site plan will be permitted.
The Contracted Initial Water Capacity and Contracted Final Water Capacity will be tested at the connection
point between the Plant and SEWA transmission system.
The Net Water Output will be tested at the Water Delivery Point.
All wastewater will be processed at the wastewater treatment plant to meet the requirements for liquid
discharges into the sea with the brine concentrate return, in accordance with all applicable regulations.
In respect of the extension/ modification/ integration works at SEWA Hamriyah 132 kV GIS substation
(ESF):
 The Company will be responsible for extension of 132 kV SEWA Hamriyah GIS by adding 2Nos.
132 kV GIS bays along with associated equipment & works with main & backup metering system
including 132 kV cable & its terminations at 132 kV SEWA Hamriyah substation. Existing 132 kV
GIS is of ABB make. Space with cutout for installation of 132 kV GIS bay is available on each side
of existing GIS at SEWA Hamriyah substation. The work shall be done in close coordination with
SEWA and respecting SEWA specifications.
 The extension/ modification/ integration timeline must ensure that the 132 kV SEWA Hamriyah GIS
substation are commissioned and transferred to SEWA prior to the Scheduled ESF Provisional
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Acceptance Date, which has been set having regard to the scheduled date for the commissioning
of the Plant.
 The Bidder shall take into account that the Plant construction works will be executed in parallel to
the construction of the 132 kV SEWA Hamriyah GIS substation works to connect the Plant with the
SEWA transmission system.
 Upon its transfer to SEWA, pursuant to the WPA, SEWA will have responsibility for the operation
and maintenance of the 132 kV SEWA Hamriyah GIS substation a excluding O&M of metering
system of 2Nos. 132kV GIS Bays at ESF, which shall remain with Company for complete Project
term.
The proposal should not assume that the Plant will be permitted to connect to the Water Delivery Point
before the Scheduled Water Connection Date and SEWA shall not have any responsibility if the Water
Transmission Facilities are not available for commissioning, testing or any other purpose earlier than the
Scheduled Water Connection Date.
The Bidder is strongly encouraged to ensure that the construction milestone date is planned to ensure the
commissioning of Project in a phased manner.
The Scheduled ICOD of the Project is 01 January 2027 and the Scheduled PCOD of the Project is 01
January 2028. Following ICOD, it is envisaged that the Plant will make available the Contracted Initial Water
Capacity and commence producing Net Water Output. Following PCOD, it is envisaged that the Plant will
make available the Contracted Final Water Capacity and produce Net Water Output.
From ICOD to PCOD, the Contracted Initial Water Capacity of the Plant at the Water Delivery Point must
be 60 MIGD, at no point in time pre or post ICOD and pre PCOD, will the Company be permitted to request,
or allowed to try to request to dispatch in excess of 60 MIGD at the Water Delivery Point.
From PCOD, the Contracted Final Water Capacity of the Plant at the Water Delivery Point must be 90
MIGD, at no point in time pre or post PCOD, will the Company be permitted to request, or allowed to try to
request to dispatch in excess of 90 MIGD at the Water Delivery Point.
The Bidder is encouraged to minimize the Plant’s electricity consumption. The Plant must be designed to
operate with a specific total electricity consumption (net electricity consumption including alternative
electricity sources on site) not exceeding 15.4567 kWh per TIG of water produced based on the Design
Envelope Limits and calculated on a daily average basis. Any alternative electricity sources on site
(including PV) shall be guaranteed by Bidder and shall be based on state-of-the-art proven technology at
the time the bid is submitted.
1.4.4 Power Supply

High voltage power supply will be required during operation and construction stages. Tunnel Boring
Machines (TBM), if required and other construction equipment require power to site in the construction
phase. Construction power from available nearest distribution point i.e. 6.6 kV from 20 MIGD plant can be
extended based on availability. Detailed location, tariff and metering requirements, isolation devices shall
be finalized by Company in discussion with SEWA distribution team. If adequate power is not available from
distribution source, diesel generators shall be used.
Power supply required for operations of Project shall be provided from SEWA Hamriyah 132 kV GIS
substation (ESF). Two numbers of GIS bays with tariff metering provision shall be installed in SEWA
Hamriyah 132 kV GIS substation (ESF) by the company prior to the testing/commissioning/operation of
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the Plant for Project. 90 MIGD Plant requires approximately 90-100 MVA of power however same must be
calculated by Company considering all peak load demands.
1.4.5 Environmental Matters
The Project will be required to be developed, constructed and operated in accordance with the
environmental protection regulations and stipulations of the UAE and within the latest relevant World Bank
& IFC Performance Standards as well as the Equator Principles.
The Company will be responsible for conducting the necessary investigations, surveys, studies and ESIA
and obtaining the necessary environmental permits to develop and operate the Project. To the extent
there is more than one regulation or stipulation affecting a particular matter, the more stringent regulation
or stipulation shall apply, but only to the extent that these regulations or stipulations are not in conflict with
applicable laws.
1.5 Contractual structure

1.5.1 Company Legal Form
The Project will be developed on a BOO basis and the Company will be 45% owned by the Successful
Bidder (through the Developer Holding Company) and 55% owned by SEWA. The Successful Bidder will
be required to invest in the equity of the Company, entirely through the Developer Holding Company.
It is the responsibility of the Successful Bidder to incorporate the Developer Holding Company and the
Company, the later being incorporated under the laws of the emirate of Sharjah - UAE, either as a closed
JSC or an LLC. In submitting its Bid, the Bidder acknowledge that the responsibility of incorporating the
Developer Holding Company and 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 the Developer Holding Company or the Company. The dates in the Implementation
Schedule will not be adjusted to the extent the Successful Bidder is delayed for any reason(s) whatsoever
in incorporating the Developer Holding Company or Company. In the event that the Successful Bidder
decides to incorporate the Company as a JSC, their attention is drawn to the likely timeline for such
incorporation where international shareholders are involved.
It is a firm requirement of SEWA that the Lead Member retain at least 51% of the share capital of the
Developer Holding Company for a period of at least five (5) years after the achievement of the PCOD.
The equity lock-up provisions are set out in the Project Agreements. Failure to meet the equity lock up
provisions may constitute a Company event of default under the WPA.
1.5.2 Key Commercial Project Agreements
The Company will enter into the following contractual agreements:

Agreement Parties
Water Purchase Agreement (“WPA”) Successful Bidder and SEWA, subsequently novated to the
Company
Shareholders Agreement (“SHA”) Developer Holding Company and SEWA
Procurer Credit Support Agreement Company and SFD
EPC Contract (“EPC Contract”) Company and EPC Contractor
O&M Contract (“O&M Contract”) Company and O&M Contractor
Musataha Agreement Company and SEWA
Musataha Direct Agreement Financing Parties, Company and SEWA
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WPA Direct Agreement Financing Parties, Company and SEWA
The principal agreement under which the Project will be implemented is the WPA.
Tenure to the Site, including all necessary easements, will be provided by SEWA for the term of the WPA
under the Musataha Agreement.
The Company will enter into agreements required in relation to the financing of the Project. If necessary,
SEWA is willing to enter into a direct agreements with the Financing Parties in relation to the WPA and
the Musataha Agreement.
The EPC contractor is required to be contracted under a lump-sum, fixed date turnkey EPC Contract with
the Company, which as a minimum incorporates the terms set out in 3.2.53.2.5(EPC Contract: Key
Terms) of this Part I (Instructions to Bidders) of the RFP.
The Company may contract with a suitably qualified O&M Contractor under a comprehensive O&M
Contract for the long-term maintenance of the Plant and which must incorporate as a minimum the
requirements set out in Section 3.2.73.2.7(O&M: Key Terms) of this Part I (Instructions to Bidders) of the
RFP.
A summary of the key terms of the WPA and other Draft Project Agreements, as well as key terms which
are to be incorporated into the signed term sheets for the EPC Contract and the O&M Contract are
outlined in Section 3.2.53.2.5(EPC Contract: Key Terms) and 3.2.73.2.7(O&M: Key Terms) respectively of
Full drafts of the WPA and Musataha Agreement are provided as Part V (Draft Project Agreements) of the
RFP.
1.6 Project Parties

Within the Project’s contractual structure, the following UAE entities will be involved (either directly or
indirectly):
1.6.1 SEWA
SEWA is a government-owned entity that is responsible for the supply of electricity, water, and gas to a
population of around 1.8 million1 in the emirate of Sharjah. The ownership of SEWA was transferred from
a private entity to a financially and administratively independent entity under the government of Sharjah
due to its significant economical and industrial success.
SEWA, as off taker, will enter into the WPA with the Company for the production of water.
SEWA will also be a 55% shareholder in the Company, in accordance with the terms of the SHA.
1.6.2 Sharjah Finance Department (SFD)
The SFD will enter into the Procurer Credit Support Agreement on behalf of the Emirate of Sharjah with
the Company under which it will guarantee to pay certain mandatory payment obligations of SEWA
following termination of the WPA.
1
Sharjah Population 2022 (Demographics, Maps, Graphs) (worldpopulationreview.com)
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1.7 Financing Structure

The Bidder should outline in detail the Total Project Costs in Commercial Form Sheet E Section 1.2 (Project
and O&M Budget) of Part IV (Form Sheets) of the RFP. The Company in general, and Developer Holding
Company, is required to finance the Total Project Costs and to achieve Financial Close by the Scheduled
Closing Date.
SEWA envisages the Company will secure funding for the Total Project Costs from one or more of the
potential sources including:
• Third party Senior Debt
i. Conventional and Islamic bank financing from local, regional and international commercial
banks;
ii. Conventional and Islamic bank financing from local, regional and international multilateral
development banks; and
iii. ECA financing including direct loans and facilities guaranteed by local government agencies.
• Equity contributions, including Equity Bridge Loans
• Early Water Plant Revenue after meeting the operating expenses during the Early Contract Period
The responsibility for raising debt facilities and carrying out all such discussions and negotiations with
providers of such facilities lie solely with the Successful Bidder.
SEWA recognises that the Successful Bidder may wish to raise limited or non-recourse financing in relation
to the Project and that Financing Parties may expect to be afforded certain rights in relation to such
financing. Accordingly, SEWA is willing to enter into a direct agreement with the Financing Parties in relation
to the WPA, as is customary for similar financings in UAE, to allow the Financing Parties an opportunity to
remedy any defaults of the Company prior to termination of the WPA. A draft of the direct agreements in
relation to the WPA are included in Part V (Draft Project Agreements) of this RFP. The Successful Bidder
will be solely responsible for the initiation, negotiation and execution of any other direct agreements apart
from those relating to the WPA.
The Bidder is required to submit with its Bid clear evidence of committed financing, as detailed in Section
44 (Financing Structure)] of this Part I (Instructions to Bidders) of this RFP. The implementation of the
Project Agreements will not be subject to any conditions, including as to the financing of the Project.
Further details of SEWA’s requirements in respect of the financing of the Total Project Costs are provided
in Section 44 (Financing Structure)] of this Part I (Instructions to Bidders) of the RFP.
1.8 Payment Structure

The payment structure will comprise a Service Payment designed to cover the Company’s debt service,
return on equity, taxes / duties, fixed and variable O&M costs including the electricity supply costs.
The payment structure is divided into three parts:
• Capacity Payments, in respect of Net Dependable Water Capacity made available to SEWA at the
Water Delivery Point by the Company and which are intended to cover the Company’s debt service,
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return on equity, taxes and duties and fixed O&M costs. This payment would be subject to deductions
as per Appendix G (Calculation of Payment) of the WPA. Bidders should note that the Net Dependable
Water Capacity is measured at the Water Delivery Point at the Site boundary and on the basis that the
Plant is available even where the capability to deliver Net Water Output at the Water Delivery Point is
(in whole or in part) by means of discharge to the Potable Water Storage Facilities;
• Output Payments, which are variable payments payable for each TIG of Net Water Output delivered
by the Company at the Water Delivery Point and which are intended to cover variable O&M costs. As
electricity required by the Company in the process of producing water shall be supplied by SEWA, no
separate electricity supply costs shall be payable (subject to provisions of WPA); and
• Supplemental Payments, in respect of Net Water Output if SEWA decides, in its sole discretion, prior
to ICOD and EWP Supplemental Water Output if SEWA decides, in its sole discretion prior to PCOD.
The payment structure is fixed during the Term of the WPA and shall only be indexed, where applicable,
as set out in Appendix G (Calculation of Payment) of the WPA.
The Company is not entitled to receive payments for Net Dependable Water Capacity nor Net Water Output
before ICOD, unless requested by SEWA, in its sole discretion. Accordingly, Bidders are not allowed to
assume any revenues before ICOD in their Bidder’s Model.
Further detail on the payment structure and applicable indexation is given below in 66(Payment Structure)
of this Part I (Instructions to Bidders) of the RFP.
1.9 Project Timetable

The timetable is based on the requirement to achieve ICOD by 01 January 2027 and PCOD by 01
January 2028. In order to achieve this objective, the Project timeline is as follows:
No. Description Date

1 Provisional date for site visit and pre-bid meeting 26 April 2023
2 Last date for submission of Bidder’s Letter of Intention; 09 May 2023
3 Last date for submission of clarifications by the Bidders; 20 November 2023
4 Bid Submission Date; 14 December 2023
5 Appointment of Shortlisted Bidders; 06 March 2024
6 Execution of Project Agreements; 01 April 2024
7 Financial Closing / notice to proceed; 01 July 2024
8 Construction start date 02 July 2024
9 Scheduled Energization Date; No earlier than 15 April 20262
10 Scheduled ESF Provisional Acceptance Date; No later than 05 July 20263
11 Scheduled Water Connection Date; No earlier than 01 Aug 20264
12 Scheduled Initial Commercial Operation Date; 01 January 2027
13 Scheduled Project Commercial Operation Date. 01 January 2028
2 To be proposed by Bidders in their Project Implementation Schedule.

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2 Technical Structure
2.1 Project Description
The proposed Hamriyah IWP involves the development of a 90 MIGD sea water reverse osmosis
desalination plant with Potable Water Storage Facilities on the Site, and the installation of the Electrical
Special Facilities at the Plant Site in a phased manner. The Project would be adjacent to the 20 MIGD
SWRO plant located in Hamriyah. The Project will be constructed on a phased basis with 60 MIGD of
capacity being available by the ICOD and a further 30 MIGD of capacity being available by the PCOD.
The technical requirements for the Plant including the Potable Water Storage Facilities are detailed in Part
II (Technical Specifications) of the RFP.
The main Plant features are expected to include at a minimum:
• Existing seawater intake system civil structure;
• Existing outfall system;
• Pre-treatment system;
• Reverse Osmosis system including cartridge filters, reverse osmosis membrane, energy recovery
device;
• Post treatment system;
• Chemical dosing system;
• Wastewater and sludge treatment
• Wastewater handling & disposal
• Plant interfaces;
• Building services and other Plant infrastructures as detailed in the Part II (Technical Specifications)
of the RFP;
• Potable Water Storage with Pumping Facilities. Pumping facilities shall have emergency power
supply;
• Power supply and supporting generator system (essential services); and
• Metering & monitoring systems.
The abovementioned technical features and associated specifications of the Project are set out in Part II
(Technical Specifications) of the RFP and include the following:
• Technical description of the scope of works;
• Technical data & design basis;
• Infrastructure & utility interfaces;
• Performance specification, compliance monitoring & testing procedures;
• Functional Technical Specifications & standards;
• Management, Operation & Maintenance requirements;
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• Environmental Requirements;
• Health & Safety requirements;
• Metering & Monitoring requirements; and
• Inspection, start-up & commissioning requirements.
The Bidder is encouraged to minimize the Plant’s electricity consumption. The Plant must be designed to
operate with a specific total electricity consumption (net electricity consumption including alternative
electricity sources on site) not exceeding 15.4567 kWh per TIG of water dispatched based on the Design
Envelope Limits and calculated on a daily average basis. Any alternative electricity sources on site
The Bidders are allowed to consider in-house solar power. The electricity generated from the in-house solar
PV plant shall be used only for the internal consumption of the Plant, no export of power is allowed. Further
details are provided in Part II (Technical Specifications) of the RFP.
The Bidder is required to guarantee (as set out in the Form Sheets) the achievement of the performance
and functional criteria specified in the Technical Specifications and to perform its own due diligence in
terms of proposed design parameters, seawater quality, on-site conditions and required regulatory and
stakeholder requirements.
2.2 Engineering, Procurement and Construction

2.2.1 EPC Contractor
The Bidder shall, prior to the Bid Submission Date, appoint an experienced EPC contractor for the
engineering, procurement, and construction of the Plant (“EPC Contractor”) that has sufficient experience
in engineering, procurement, and construction of utility scale sea water RO desalination plants.
The EPC Contractor may either be a single contractor or a consortium of contractors which is jointly and
severally liable for the obligations under the EPC Contract and may be the Bidder or a Consortium Member,
or an Affiliate of such member. The EPC Contractor or its consortium members shall be fully incorporated
and in existence at Bid Submission Date.
The EPC Contractor is required to implement its duties under a lump sum, fixed price, turnkey EPC Contract
incorporating liquidated damages provisions and other remedies intended to compensate the Company for
delays and deviations from the terms of the EPC Contract.
The EPC Contractor shall use Good Utility Practice in preparing the design, engineering, procurement, and
construction of the Project and fully comply with the Technical Specifications and WPA requirements.
The Bidder should ensure that its arrangements with the EPC Contractor are made on an exclusive basis
and the EPC Contractor, or its consortium members should not support any other Bidder. The Bidder,
however, must release its EPC Contractor from any such exclusivity requirement, upon the written request
of SEWA.
The Bidder shall ensure that all data provided in the Bid is consistent with the terms and conditions in the
EPC Term Sheet and the draft EPC Contract.
The EPC price shall be in USD and/or in AED.
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2.2.2 Eligibility and Qualification Criteria for the EPC Contractor
The EPC Contractor must satisfy the references detailed in the section below either collectively as a
consortium or individually as consortium members. The Bidder must propose an EPC Contractor that can
demonstrate, to the satisfaction of SEWA, the following experience in having:
 completed the engineering, procurement and construction of seawater RO desalination plants

which:
• have achieved commercial operations within the last fifteen (15) years;
• in total exceed 45 MIGD;
• two (2) references with at least one (1) plant has a minimum capacity of 22 MIGD or one
(1) reference with plant has a minimum capacity of 45 MIGD;
• are in operation and at least one (1) of such seawater RO desalination plant has been in
commercial operation for at least two (2) years from project commercial operation date
• at least one (1) plant is located either (i) outside the home country of the EPC Contractor
or (ii) in the GCC.
 in the case of:
• an EPC Contractor, which is an incorporated entity, shall have a net worth (as
demonstrated in each of the last three years’ financial statements) appropriate for the
construction of the Plant and in any case no less than USD 80 million; or
• a consortium forming the EPC Contractor each consortium member and any subcontractor
having more than 30% scope in EPC works shall have a net worth (as demonstrated in
each of the last three years’ financial statements) appropriate for the corresponding scope
in EPC works and, in any case, no less than USD 80 million; or
• in the case of an EPC Contractor, which is an incorporated entity, or each consortium

member forming the EPC Contractor, or any subcontractor having more than 30% scope
in EPC works, that does not demonstrate credit strength appropriate for the construction
of the Plant or that is unable to satisfy the aforementioned threshold shall provide a parent
company (from its respective parent company) that intends to provide a guarantee (in a
form acceptable to SEWA and the Financing Parties) and such parent company shall have
a net worth of no less than the equivalent of USD 80 million in each of the last three years
financial statements; and
 completed utility scale seawater desalination projects internationally and/or in the GCC region; and
 key personnel with proven long term experience in the project management for the design,
engineering, procurement, construction, testing and commissioning of seawater RO desalination
plants.
2.2.3 Required Bid Information & Responsibilities

The Bidder must provide as part of its Bid:
1. documentary evidence (in the form of 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;
2. a comprehensive and priced EPC Term Sheet signed and binding between the Bidder and its EPC
Contractor. As a minimum, the EPC Term Sheet shall contain the key terms set out in section
3.2.53.2.5(EPC Contract: Key Terms)] and shall comply with the Technical Specifications. The terms
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and conditions set out in the EPC Term Sheet shall remain valid for a period of at least twelve (12)
months commencing on the Bid Submission Date, and this shall be confirmed in the EPC Term Sheet.
Unpriced EPC Term Sheets (including prices in square brackets), or term sheets indicating the intention
to form or appoint an EPC Contractor at a future date, or term sheets signed only by the Bidder without
an EPC Contractor signature, will be regarded as Material Non-Compliance and cause for the failure
to shortlist or possible disqualification of the Bid;
3. a comprehensive draft EPC Contract which will form the basis for the EPC Contract to be entered into
between the Company and the EPC Contractor. As a minimum, the draft EPC Contract shall contain
the key terms set out in section 3.2.53.2.5(EPC Contract: Key Terms) and shall comply with the
Technical Specifications;
4. where the EPC Contractor is a consortium (or a joint venture):
• the EPC Contractor must submit, as part of the Bid, a consortium agreement signed by each
consortium member. Each EPC consortium member shall be jointly and severally liable for the
obligations under the EPC Contract, including any obligations to incorporate a local entity at a future
date;
• all EPC consortium members must sign the priced EPC Term Sheet and the EPC consortium must
provide the documents specified in Section 2.2.22.2.2(Eligibility and Qualification Criteria for the
EPC Contractor) of this Part I (Instructions to Bidders) of the RFP on Bid Submission Date.
Signatories to the EPC Term Sheet must submit the relevant power of attorneys to demonstrate
their authority to represent the relevant EPC consortium members, and include the curriculum vitae
demonstrating their working experience inside the organization of the relevant consortium members
of the EPC Contractor; and
• the EPC Contractor must nominate the parent company(/ies) that will be providing parent company
guarantees. Such parent company(/ies) shall provide evidence satisfactory to SEWA of (A) having
sufficient financial standing to provide parent company guarantees (to the Company), and (B)
having sufficient references (either itself and/or among its subsidiaries) to satisfy the requirements
of this Section 2.2.32.2.3;
5. a description of the organization and project management of the engineering works, Site works and
inspection and testing programme among the various members of the EPC Contractor and its
nominated contractors, subcontractors and suppliers;
6. a demonstration of its compliance with the Technical Specifications;
7. a demonstration that all proposed components and systems are Proven Technologies and are newly
manufactured by reputable manufacturers;
8. a demonstration of its use of Good Utility Practice in preparing the design, procurement and
construction of the Plant, Potable Storage Water Facilities, based on international standards specified
in the Technical Specifications;
9. a list of names, addresses, telephone numbers and email addresses as contact details for contactable
references to verify its scale of participation in at least two (2) desalination projects;
10. a completed Technical Form Sheet C Section 3 (General Information about EPC Contractor), together
with descriptions, explanations and any other information required in the RFP and as may be necessary
to provide SEWA with sufficient information for SEWA to fully evaluate the Bid; and
11. The Bidder should ensure that its arrangements with the EPC Contractor are made on exclusive basis
and the EPC Contractor or its consortium members (or their Affiliates) should not support any other
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Bidder. The Bidder, however, must release its EPC Contractor from any such exclusivity requirement,
upon the written request of SEWA.
2.3 Proven Technology and Equipment

1. The Bidder must ensure that proposed equipment as specified in the Part II (Technical Specifications)
of this RFP is newly manufactured by reputable manufacturers to the requirements of this Project and
employs Proven Technology with sufficient operational history and must provide appropriate references
in this regard.
2. The Bidder should also note that the integration, modification and extension of SEWA Hamriyah 132
kV GIS substation (ESF) shall be built by a SEWA approved contractor and shall be designed
according to the SEWA requirements & TRANSCO grid codes, and standards, and specifications, as
detailed in the Part II (Technical Specifications) of the RFP. The Bidder shall also note that SEWA
Hamriyah 132 kV GIS substation (ESF) equipment shall be supplied from approved supplier from the
SEWA . In particular, the Bidder is requested to nominate, as part of its Bid, a SEWA approved
subcontractor for the SEWA Hamriyah 132 kV GIS bulk supply point works.
3. The equipment must meet the requirements of performance, reliability and availability specified in the
Technical Specifications.
4. Suppliers must be capable of manufacturing and supplying all of the equipment required over the
specified construction and/or operating period, as appropriate, and have the financial strength and
ability to support all guarantees and warranties.
5. The Bidder shall provide documentary evidence supporting the eligibility of its suppliers indicated in its
Bid.
The minimum eligibility criteria for the main equipment manufacturers are as follows:
• the RO membrane manufacturer must be a reputable manufacturer which:

o has designed, fabricated, supplied, tested, and successfully commissioned sea water RO
desalination units of similar capacity of at least 45 MIGD and where such sea water RO desalination
units which have been in satisfactory commercial operation for not less than two (2) years; and
o is able to demonstrate a minimum of ten (10) years’ experience in the design, engineering,
manufacturing, and commissioning of sea water RO membranes, of which a minimum of two (2)
years shall have been in severe climatic desert conditions, similar to those prevailing in UAE.
• the instrumentation and control system manufacturer must be a reputable manufacturer which:
o has designed, supplied, integrated systems, installed and commissioned the complete process
control hardware, field instrumentation and devices of similar quality and application in RO
desalination plant, where such plant has been in successful operation for a minimum of five (5)
years; and
integration and commissioning of process control (Distribution Control System) DCS systems, of
which a minimum of three (3) years shall have been in severe climatic desert conditions, similar to
those prevailing in UAE.
• The high-pressure pumps manufacturer must be a reputable manufacturer which:
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manufacturing of pumps at its own facility; and
is able to demonstrate that its pumps, of a similar type and capacity, have been in satisfactory
commercial operation for a minimum of five (5) years under the climatic and operating conditions
similar to those prevailing in UAE.
2.4 Operations and Maintenance

2.4.1 Provisions of O&M services
1. The Company will be obliged to procure all operational facilities and services required for the Project.
2. The Bidder shall, prior to the Bid Submission Date, appoint an experienced O&M contractor for the
operations, maintenance, and repair of the Plant (“O&M Contractor”) that has sufficient experience in
operations, maintenance, and repair of utility scale sea water RO desalination plants.
3. The O&M Contractor may be either a single contractor or a consortium of contractors and must take
single point responsibility for (and to the extent that the O&M Contractor is a consortium, each
consortium member must be jointly and severally liable to the Company for the obligations under the
O&M Contract). For the avoidance of doubt, the O&M Contractor shall remain solely liable for the non-
performance of any of its subcontractors.
4. The O&M Contractor or its consortium members shall be fully incorporated and in existence at Bid
Submission Date.
5. The provision of all O&M goods, services and maintenance, including all maintenance, overhaul and
repair services, must be based on an indexed fixed fee for 30 years from PCOD. The indexation
methodology is set out in Section 6.36.3(Price Indexation) of this Part I (Instructions to Bidders) of the
RFP and shall follow the inflation indexes specified in Appendix G (Calculation of Payment) of the WPA.
6. All equipment and materials used in the Plant are to be properly managed, operated and maintained
by the Company at their own expense to ensure operational efficiency and reliability under the
prevailing conditions.
7. The Bidder should ensure that its arrangements with the O&M Contractor are made on exclusive basis
and the O&M Contractor or its consortium members (or their Affiliates) should not support and be
involved with any other Bidder. The Bidder, however, must release its O&M Contractor from any such
exclusivity requirement, upon the written request of SEWA.
8. The O&M Contractor must monitor the Plant from the control room inside the control and administration
building at the Site.
9. The Bidder shall ensure that all data provided is consistent with the terms and conditions in the O&M
Term Sheet. In particular, the O&M Term sheet must be priced.
10. The O&M fixed fee and variable fee shall be in USD and/or AED.
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2.4.2 Eligibility and Qualification for the O&M Contractor

1. The O&M Contractor must satisfy the references detailed in the section below either collectively as a
consortium or individually as consortium member(s). The Bidder must propose an O&M Contractor that
can demonstrate, to the satisfaction of SEWA, that:
• it has successfully operated and maintained plants of a cumulative capacity of 45 MIGD with at
least 1 (one) plant with a minimum capacity of 22 MIGD (the “Reference Plant”);
• such Reference Plant(s) has been in commercial operation for at least two (2) years from project
commercial operation date and has been operated for at least two (2) years by the O&M
Contractor;
• at least one such Reference Plant is located outside the home country of the O&M Contractor
or in UAE; and
• the O&M Contractor had a shareholding in the operations and maintenance company/ contractor
of the Reference Plant(s), at the time of achieving project commercial operation date, of at least
20% (twenty percentage).
2. The O&M Contractor, or a member of the consortium forming the O&M Contractor having an interest of
no less than 35% (thirty-five percentage) of such consortium, shall have a minimum net worth of no less
than USD 20 million (twenty million) (as demonstrated in its most recent financial statements, which
shall be no older than 12 months).
3. The Bidder must complete Technical Form Sheet C Section 5 (General Information about O&M
Contractor) and provide sufficient information to enable SEWA to evaluate the qualifications, financial
capabilities, and experience of the O&M Contractor.
4. The O&M Contractor key personnel must have proven long term experience in operating and
maintaining utility scale seawater RO plants.
2.4.3 Required Bid Information

The Bidder must provide as part of its Bid:
1. documentary evidence (in the form of a letter) supporting the eligibility of its O&M Contractor (and major
subcontractors) and its ability to perform satisfactorily its duties with respect to the Project;
2. a comprehensive and priced O&M Term Sheet signed and binding between the Bidder and the O&M
Contractor. As a minimum, the O&M Term Sheet shall contain the key terms set out in Section
3.2.73.2.7(O&M: Key Terms)] and shall comply with the Technical Specifications. The terms and
conditions set out in the O&M Term Sheet shall remain valid for a period of at least twelve (12) months
commencing on the Bid Submission Date, and this shall be confirmed in the O&M Term Sheet;
3. where the O&M Contractor is a consortium (or joint venture):
• the O&M Contractor must submit a consortium agreement signed by each member of the
consortium under which each member is jointly and severally liable for the O&M services to the
Company (including any intention to form an SPV at a future date);
• all O&M consortium members must sign the O&M Term Sheet; and
• if the O&M Consortium members signing the consortium agreement intend to form a new SPV,
then each such member must be fully incorporated and in existence at Bid Submission Date;
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4. where the O&M Contractor nominates the parent company(/ies) to provide parent company
guarantee(s), such parent company(/ies) shall provide evidence satisfactory to SEWA of (A) having
sufficient financial standing to provide parent company guarantees (to the Company), and (B) having
sufficient references (either itself and/or among its subsidiaries) to satisfy the requirements of this
section;
5. signatories to the O&M Contractor shall provide powers of attorney demonstrating their authority to sign
the O&M Term Sheets in their capacity as an O&M Contractor (or in their capacities as members of the
O&M consortium) (and not a developer on behalf of the future O&M Contractor);
6. detailed information to be provided by the Bidder with respect to the O&M services (excluding labour
and training arrangements) shall include, without limitation, the following:
• the financial terms of the O&M Contract, which shall be on a commercial, arm’s length basis;
• 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;
• provide details of the technical services agreement (if any);
• an overview of the approach to be taken to spare parts management and activities for major
inspection and overhaul of equipment such as:
o type of spare parts and replacement items to be stored at Site with a view to achieving high
plant availability;
o contracting of suppliers’ personnel for major inspections and overhaul of equipment or
performance of these activities with own maintenance crew; and
o details of the mechanism for payment;
• the schedule of O&M activities, including major overhauls;
• an organizational structure in the form of responsibility descriptions and an organizational chart of
personnel to be employed by, or seconded to the Company or O&M Contractor (as applicable);
• a breakdown list of personnel to be employed by the O&M Contractor, or employees of the
Company seconded to the O&M Contractor, including the following details:
o number of shifts;
o proposed weekly shift schedule;
o number and qualification of shift personnel;
o number and qualification of administration personnel; and
o training programme for UAE employees;
• a demonstration of its compliance with the Technical Specifications;
• all relevant data forms and detailed information related to the Plant operation and maintenance and
ensure that all costs and technical data in the Technical Specifications are consistent with
Commercial Form Sheet E Section 1.2 (Project and O&M Budget). The cost and pricing structure
of any technical services agreement(s) must be separately identified; and
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• 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 3.2.73.2.7(O&M: Key Terms).
7. The Bidder should ensure that all data provided is consistent with the terms and conditions in the signed
O&M term sheet.
2.5 Owner’s Engineer and SEWA’s Engineer

2.5.1 Owner’s Engineer
The Owner’s Engineer shall carry out, on behalf of the Company, certain activities including the design
review and supervision of construction, inspection, testing and commissioning of the Plant and attendance
up to the end of all warranty periods under the EPC Contract.
The Owner’s Engineer will be appointed by Project Company post approval by SEWA, on the Effective
Date i.e., at execution of the WPA (or, latest at the time of issue of any notice to proceed under the EPC
Contract) by the Company at their discretion and cost. The Owner’s Engineer must be a party that is
independent from the shareholders, the EPC Contractor, the O&M Contractor and SEWA’s Engineer.
As part of its Proposal, Bidder is required to identify up to three (3) reputable and experienced international
consulting engineering firms as candidates for such appointment, one of which consulting firms shall be the
Procurer’s technical advisor on the 90 MIGD Independent Water Plant at Hamriyah, together with:
 firm references;
 the proposed scope of services of the Owner’s Engineer which should include Design Review, Site
Supervision, FAT/ workshop inspections and Warranty Period support; and
 the proposed fee arrangements.

This information should be submitted as Technical Form Sheet C Section 8 and 9 of the Proposal along
with the proposed detailed scope of services of the Owner’s Engineer for review by SEWA.
The Owner’s Engineer shall be selected from among the several candidates nominated by the Successful
Bidder.
The Bidder is free, prior to the Effective Date, to use the services of any consulting engineering firm to
assist it in preparing its Bid and participating in clarifications and modifications of the same. A Bidder’s use
of such firm would not, in itself disqualify such firm from possible selection for appointment as the Owner’s
Engineer.
2.5.2 SEWA’s Engineer

SEWA may appoint an Engineer ("SEWA's Engineer") to oversee the construction activities on-site and
represent SEWA’s interests under the WPA.
SEWA’s Engineer (if appointed) is expected to interface with the representatives of the Company, including
the Owner’s Engineer, on a frequent basis.
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2.6 Power Supply & Electricity Interfaces

The Company will be responsible for the development, design, permitting, engineering, financing,
procurement, construction, commissioning, testing, completion, integration, modification, extension and
transfer of the SEWA Hamriyah 132 kV GIS substation (ESF) to SEWA. The Company will be allowed to
consider on-site solar power (solar PV) to supplement the Project specific power consumption, at their own
risk and within the boundaries of the Plant Site for Hamriyah IWP and any allocated land by SEWA, and if
allowed by authorities. Bidders shall submit a detailed proposal for any such supplementary on-site power
solutions.
The electricity for the development and operation of the Hamriyah IWP shall be provided by SEWA in
accordance with the terms set-forth in the WPA.
Power supply during construction and commissioning will also be the responsibility of the Company.
Further details concerning the integration, modification and extension of existing SEWA Hamriyah 132 kV
GIS substation (ESF) and the relevant interfaces are given in the Technical Specifications.
2.7 Implementation Schedule

The Project will be constructed in a phased manner with 60 MIGD of capacity being available by the ICOD
and a further 30 MIGD of capacity being available by the PCOD. The total Project capacity would be 90
MIGD at PCOD.
It is currently scheduled that the Project will reach financial close by 1 July 2024. The Project will be
undertaken in two phases with a 1-year gap. The Implementation Schedule will require the Company to
commence the construction of the Project and associated facilities no later than 02 July 2024 with the
Scheduled Initial Commercial Operation Date expected to be achieved no later than 01 January 2027 and
the Scheduled Project Commercial Operation Date expected to be achieved no later than 01 January 2028.
The Bidder shall submit, as part of its Bid, a detailed Implementation Schedule as Technical Form Sheet C
Section 11 (Implementation Schedule). In preparing the Implementation Schedule the Bidder must adhere
to the Project timetable as set out in Section 1.91.9 (Project timetable) of this Part I (Instructions to Bidders)
of the RFP.
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3 Project Contractual Structure

3.1 Company
3.1.1 Ownership of Company
The Bidder must provide their final proposed structure using Technical Form Sheet C Section 1 (Legal Form
of Bidder) and Section 2 (Bidder Consortium) (as applicable) signed and stamped by all Consortium
Members and submitted as a PDF document as part of its Bid.
Following submission of Bidder’s Letter of Intention, SEWA discourages Bidders from requesting any
changes to the Consortium ownership structure. The Bidder must obtain SEWA’s approval prior to:
• introducing additional parties into their Consortium;
• allowing Consortium Members to leave their Consortium;
• changing the roles of any Consortium Members;
• changing the proposed shareholding percentages of their Consortium Members; and/or
• allowing any change to the ownership structure of a Consortium Member.
SEWA may consider such requests on their own merits, including but not limited to the guidance in the
RFQ, if such requests are made less than 30 (thirty) days prior to the Bid Submission Date.
• The Successful Bidder must retain its interest in the Company in accordance with the requirements as
set out in the SHA.
• In particular:
o the Lead Member shall hold at least 51% of the stake in the Consortium at the time of executing
the Project Agreements;
o the Technical Member shall hold at least 20% of the stake in the Consortium at the time of executing
the Project Agreements;
o each Other Member of the Consortium shall hold no less than 10% of the stake in the Consortium
at the time of executing the Project Agreements.
3.1.2 Incorporation of Company

The Successful Bidder is expected to lead on the incorporation of the Company after the signing of the
WPA and SHA. SEWA will carry out such responsibilities as it has under the SHA in relation to Company
incorporation, but management of the incorporation in time for the Scheduled Closing Date will be a
Bidder responsibility to manage. Following the formation of the Company, the WPA, and the Successful
Bidder’s rights and obligations thereunder, will be novated by the Successful Bidder to the Company prior
to or on the Closing Date, subject to the terms and conditions given in each respective agreement.
3.2 Draft Project Agreements

Full form Draft Project Agreements are included in Part V (Draft Project Agreements) of the RFP. SEWA
has carefully considered the risk allocation set out in the Draft Project Agreements and the commercial
terms contained therein. The Bidder will be evaluated by, among other things, the extent of its compliance
with the terms and conditions set forth in the Draft Project Agreements. SEWA will not consider any
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amendments to the Draft Project Agreements that do not reflect specific technical, financial, or operational
features of the Project. Significant or material exceptions to the Draft Project Agreements are likely to render
a Bid to be deemed non-compliant at the sole discretion of SEWA.
The Bidder must include in its Bid either (i) a statement that they accept the Draft Project Agreements and
Part V of the RFP in its entirety as part of their Bid; or (ii) marked-up copies in clean and black-line form (in
both PDF and Word (compatible with MS-Word 2010) format) of the Draft Project Agreements, together
with riders, rationales or explanations for the proposed deviations (in the form set out in Legal Form Sheet
B Section 4 (Amendments to Draft Agreements).
The Bidder should provide the financial and technical data required for completion of Appendix G
(Calculation of Payment) of the WPA.
Unless they are reflected in a marked-up Draft Project Agreement and Legal Form Sheet B Section 4
(Amendments to Draft Agreements), any assumptions, qualifications or exceptions appearing elsewhere in
a Bidder’s Bid will not be considered by SEWA as part of its evaluation, and the Bidder, if selected for
negotiations with SEWA, will not be entitled to the benefit of such assumptions, qualifications or exceptions,
if any, during the negotiation of the Draft Project Agreements. For the avoidance of doubt, footnotes
indicating a request to discuss will not be accepted.
None of the provisions of the Draft Project Agreements, or the provisions of any contracts to be executed
between the Successful Bidder and any of its contractors will, or will be deemed to, create any contractual
relationship whatsoever between SEWA and any such contractor.
3.2.1 Water Purchase Agreement

The principal agreement under which the Project will be implemented will be the WPA. The WPA will be
entered into between the Successful Bidder and SEWA. It is a condition precedent to the Closing Date of
the WPA that, upon the due licensing, incorporation, and registration of Company, the WPA be novated to
the Company pursuant to WPA Novation Agreement a form of which is included in Part V (Draft Project
Agreements) of the RFP.
The Term of the WPA will commence on the Effective Date and, subject to the occurrence of the Closing
Date and unless extended or terminated, will remain in effect for a period of 30 years from PCOD. The
WPA contains commercial and legal terms and conditions covering amongst other items:
1 the development, design, engineering, financing, permitting, insurance, procurement, manufacturing,
factory and site equipment testing, construction, commissioning, performance acceptance testing,
ownership, operation and maintenance of the Plant;
2 design, engineering, financing, permitting, insurance, procurement, manufacturing, factory and site
equipment testing, construction, commissioning, performance acceptance testing and handover of the
expansion of existing SEWA Hamriyah 132 kV GIS Substation (ESF) to SEWA;
3 connection rights to the electrical grid and water distribution system at the connection points;
4 SEWA payment obligations;
5 the sale of Net Dependable Water Capacity and Net Water Output delivered by the Company to SEWA;
6 performance requirements;
7 SEWA monitoring rights;
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8 Appendix G (Calculation of Payment) to the WPA which contains sections where the Bidder should
indicate as part of its Bid the proposed Charge Rates. It contains all of the commercial and legal terms
governing the Capacity Payments, the Output Payments and the Supplemental Payments; and
9 Employment and training of UAE nationals.
Although the WPA is to be executed by SEWA and the Company on the Effective Date, neither party will
have any rights or obligations thereunder (other than those expressly described in clause 2.3 of the WPA)
until all of the Closing Date conditions precedent described in clause 2.3 and Appendix H of the WPA are
satisfied or waived.
The WPA contains all of the commercial and legal terms governing the sale by the Company and purchase
by SEWA of the water capacity and output of the Project.
Clause 17 of WPA specifies the amounts payable by SEWA to purchase the Project upon early termination
of the WPA after the occurrence of the Closing Date.
3.2.2 Shareholders’ Agreement

SEWA and the Developer Holding Company will enter into the SHA on the same date as entering into the
WPA. SEWA will subscribe to 55% of the Company’s capital, with the Developer Holding Company
subscribing for the remaining amount. The Shareholders’ Agreement contains restrictions on the transfer
of shares at both the Company level and the shareholder level. The Shareholders’ Agreement also contains
provisions relating to dividend payment, defaults, remedies, termination and dispute resolution.
3.2.3 Musataha Agreement

SEWA and the Company will enter into the Musataha Agreement prior to the Closing Date (but as soon as
possible once the Company has been incorporated). In the Musataha Agreement, SEWA will grant a
musataha right to the Company, and the Company will to accept musataha right from the SEWA, in respect
of the Plant Site for the Company to develop, finance, design, engineer, procure, construct, own, operate
and maintain the Plant and associated assets / easements / facilities pursuant to the WPA. In particular,
the Musataha Agreement covers all key easements and interface points relevant to the Plant Site. The draft
Musataha is included at Part V (Draft Project Agreements) of the RFP.
3.2.4 Procurer Credit Support Agreement

SEWA’s obligations under the WPA will be supported by a guarantee provided by Sharjah Finance
Department for the payment of any specific termination payments from SEWA which the Company is
entitled to pursuant to the WPA, to the extent that such sum has not been paid by SEWA, and is not, or is
no longer, being disputed in accordance with the WPA.
The draft Procurer Credit Support Agreement is included in Appendix L of the WPA.
SEWA will not accept amendments to the terms of the Procurer Credit Support Agreement. Mark-ups to
the terms of the Procurer Credit Support Agreement will be regarded as a matter of Material Non-
Compliance given that the draft has been approved by SFD.
3.2.5 EPC Contract: Key Terms

The Bidder should provide a comprehensive EPC Term Sheet with agreed pricing and signed between the
Bidder and the proposed EPC Contractor.
The EPC Term Sheet (and, ultimately, the EPC Contract) price, and all other amounts payable by the
parties thereto, including liquidated damages and variations to the contract price shall be denominated in
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either USD or AED. Bids will not be accepted which include provisions to vary or update the Cost Recovery
Charges tendered for movement in currency exchange rates in relation to the EPC Contract price. SEWA
will not assume any risks or the costs of hedging currency risks to the Company or the Bidder due to
movements in foreign exchange rates in relation to the EPC Contract price.
The signed EPC Term Sheet that the Bidder must submit as part of its Bid should contain, at a minimum,
the key commercial terms outlined below:
SEWA expects that the EPC Contract to be back-to-back with the relevant
provisions of the Project Agreements, including the WPA.
General and Equivalent
Project Relief The Company shall ensure that the EPC Contract includes an equivalent project
relief regime governing the EPC Contractor’s entitlement to make claims, and
receive relief, under the EPC Contract.
Parties The Company and the EPC Contractor.
The EPC Contractor shall have a level of experience, capability and credit
strength appropriate for the construction of the Plant or have its obligations
EPC Contractor
guaranteed by an entity(ies) which does/do, and which is/are otherwise
acceptable to SEWA.
The EPC Contract will specify full turnkey responsibility under which the EPC
Contractor will be responsible for the carrying out and completion of the works
specified in the RFP (the “Works”) including the design, engineering,
procurement, manufacture, construction, testing, commissioning,
recommissioning and defect rectification of the Works.
Scope5 The EPC Contractor must also perform all work and supply all materials and
provide all services not specifically mentioned in the EPC Contract but which can
be reasonably inferred from the EPC Contract as being required for the proper
execution and performance of the Works as if such work, materials and services
were expressly mentioned in the EPC Contract.
Fixed price, lump sum, date certain, subject to adjustment for variations and other
Price amounts payable to the EPC Contractor under the EPC Contract (the “Contract
Price”).
The EPC Contractor must comply with the Implementation Schedule as proposed
Implementation Schedule by the Bidder to be set out in the WPA. The construction milestones must be
clearly outlined.
The EPC Contractor’s warranties will include typical EPC contractor warranties,
including, as a minimum, warranties that:
EPC Contractor Warranties

a) the EPC Contractor will carry out the Works diligently, without delay and in
accordance with the Implementation Schedule;
b) the EPC Contractor has the required skills, licenses, qualifications and
capacity necessary to perform and will diligently perform the Works in a
5 Bidders may make necessary amendments to these minimum terms to the extent the EPC Contractor
will engage in the operation of the Early Water Plant until PCOD. Formatted: English (Australia)
Page | 38
timely and professional manner, utilizing sound engineering principles,

manufacturing standards and project management and supervisory
procedures;
c) the Works will be in accordance with the EPC Contract and be fit for their
intended purpose as evidenced by or reasonably to be inferred from the EPC
Contract and the WPA;
d) the Works will be capable of being operated and utilized in accordance with
all relevant legal requirements, Good Utility Practice (as defined in the WPA)
and the requirements of the WPA in a safe and reliable manner; and
e) the Works will incorporate system design, major equipment components and
materials that utilize Proven Technologies, being designs and technology
that have been utilized (including tested, commissioned and operated)
commercially at other international RO desalination plants similar in size and
complexity to the Plant.
Except for those permits expressly agreed to be provided by the Company, the
EPC Contractor shall obtain all permits, approvals and licenses from the relevant
competent authority which are required and necessary for the performance of the
EPC Contract and the Project.
Each party shall provide to the other party in a timely and expeditious manner all
reasonable assistance and information in order to permit the other to obtain the
permits for which it is responsible.
The EPC Contractor will not be entitled to rely upon any SEWA supplied or
Bidder supplied information or documentation, and the EPC Contractor will bear
all design risk.
The EPC Contract will include indemnities from the EPC Contractor in favor of
the Company typically found in EPC contracts for limited recourse, project-
financed transactions including in respect of claims and losses resulting from:
EPC Contract Risk

Allocation
a) the failure of the EPC Contractor or its subcontractors to comply with
law;
b) any infringement or alleged infringement of any third party intellectual

property by the Company’s use or possession of any intellectual
property provided as part of the Works;
c) personal injury or death occurring to any person and in respect of loss of

or damage to any property, other than the Works while under the
responsibility of the EPC Contractor, arising out of the performance by
the EPC Contractor under the EPC Contract; and
d) the Company not being able to recover (under the insurances which the
Company is required to take out and maintain) as a result of fraud,
material misrepresentation, non-disclosure or breach of any warranty or
condition in the relevant provisions of the insurance policies for which
the EPC Contractor is responsible (each a “Vitiating Act”).
Utilities during
Responsibility of the EPC Contractor.
Construction
Page | 39
The EPC Contractor must provide an unconditional, on-demand performance

bond to secure the EPC Contractor’s performance under the EPC Contract, on or
prior to issue of the notice to proceed.
The performance bond must be issued to the Company as beneficiary by an

international bank rated at least “A-” by Standard and Poor’s or “A3” by Moody’s
Investor Services and otherwise acceptable to the Company and the Financing
Parties (a “Qualifying Bank”) and shall be valid from the date of execution of the
Performance Bond EPC Contract until 30 days after the end of the final defects liability period.
The performance bond must be for a minimum of 15% of Contract Price.
Upon achievement of the Project Commercial Operation Date the performance

bond may be reduced to an amount not less than 10% of Contract Price until the
expiration of the final defects liability period. Subject to outstanding calls, the
performance bond must remain valid until expiration of the base warranty period
and any extensions thereto.
The EPC Contractor’s obligations under the EPC Contract shall be guaranteed by
the relevant parent companies via parent company guarantees, as required
Parent Guarantee under Section 2.2.22.2.2 (Eligibility and Qualification Criteria for the EPC
Contractor) of this Part I (Instructions to Bidders) of the RFP, and by the
Financing Parties.
As a minimum, the EPC Contract will provide for design reviews and inspection
rights in accordance with the relevant requirements of the WPA.
Payment, inspection, review, rejection or comment by the Company (or the failure
Design Reviews and to do so) with respect to any matter relating to the provision of Works by the EPC
Inspection Rights; Effect of Contractor (or any of its subcontractors) shall not in any way: (i) affect or reduce
Review, Inspection, etc. the EPC Contractor’s obligation to complete the Works in accordance with the
provisions of EPC Contract; (ii) be construed as approval or acceptance of the
Works (unless otherwise expressly provided in the context of the acceptance
tests); or (iii) in any way affect the Contract Price.
Site Access and Ground Consistent with the terms of the WPA. Regime to be no more favorable to EPC
Risk Contractor than the terms of the WPA.
The EPC Contractor shall contract services or supplies with approved

subcontractors and approved vendors.
The EPC Contractor shall ensure that the Company’s rights under EPC Contract
are fully and properly protected under contracts with subcontractors and vendors,
Subcontracting
with EPC Contract specifying key provisions to be included in all material
subcontracts.
The EPC Contractor remains solely responsible and liable for the non-
performance of any of its subcontractors
The EPC Contract will contain a variation procedure that will entitle the Company
to direct a unilateral variation to the scope of the Works. The variation procedure
will also contain the ability of the EPC Contractor to make an application to the
Variations Company to vary the scope of the Works, which the Company may consider in its
discretion. The variation procedure will include an interim valuation and extension
of time regime by which the Company pays and grants the EPC Contractor the
undisputed portion of any related variation claim for time and/or money.
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Liquidated Damages for delay will be payable between
(i) the Scheduled Initial Commercial Operation Date and (ii) the Initial Commercial
Operation Date.
Liquidated Damages for (i) the Scheduled Project Commercial Operation Date and (ii) the Project
Delay Commercial Operation Date.
[Note to the Bidder: Liquidated Damages Value to be set to keep, at minimum,

Financing Parties whole – covering debt service, finance charges, liquidated
damages for delay owed by the Company to SEWA under the WPA.]
Liquidated Damages for performance will be payable if the Initial Commercial

Operation Date and Project Commercial Operation Date is achieved with any
performance level being less than one hundred percent (100%) of the
Liquidated Damages for corresponding requirement under the WPA (namely, the Contracted Water
Performance Capacity).
[Note to the Bidder: liquidated damages value to be set to preserve the key debt
ratios of the base case, having adjusted for the relevant reduction in
performance.]
The liquidated damages (all based on a genuine pre-estimate of loss, and

established to keep the Company whole) shall be the Company’s sole remedy
except for liabilities resulting from termination of the EPC Contract (e.g. for failure
to complete by any relevant longstop date, or failure to meet minimum
performance criteria).
Liquidated Damages The EPC Contractor’s liability to pay:

(Generally)
(a) delay liquidated damages shall be limited to 15% of the Contract Price;
(b) performance liquidated damages shall be limited to 15% of the Contract

Price; and
delay and performance liquidated damages shall (in aggregate) be limited to 25%
of the Contract Price.
The EPC Contract will set out milestone payment procedures.
Payment will be made monthly on the basis of milestones achieved.

Milestone Payments
The Contract Price will be inclusive of any and all taxes, charges, royalties and
fees levied on the EPC Contractor.
The Company shall have a right to set off amounts due or to become due, and
Set off any claim the Company has against the EPC Contractor, against amounts
payable to the EPC Contractor.
To demonstrate the performance of EPC Contract scope and matching of all of

the WPA’s functional performance, environmental and reliability requirements.
Testing The testing regime must be back to back with Appendix A (Plant Description,
Design Conditions and Technical Data) and Appendix J (Inspection, Start Up
Testing, Commissioning and Net Dependable Capacity Testing) of the WPA
The EPC Contractor must at its cost remedy any defect arising in the Works for
Base Warranty Period and
the defects liability period, which is to be defined as not less than 24 months
Extended Warranty Period
from:
Page | 41
 the Initial Commercial Operation Date, in respect of the Early Water Plant;
and
 the Project Commercial Operation Date, in respect of the Plant (other than
the Early Water Plant)generally,
in both cases, renewable in respect of rectified defects as set out below.
If any portion of the Works is replaced or renewed during the defects liability
period (or any renewal thereof), the defect liability period for the renewed or
replaced portion will be renewed from the date of completion of the rectification
for a further 24 months, subject to a longstop date of 48 months after the Project
Commercial Operation Date.
The EPC Contractor will also make good at its cost and will be responsible for
any latent defects (defects that arose prior to the expiry of the defects liability
period but which could not have been discovered through reasonable
Latent Defects Warranty
examination by the Company) in any portion of the Works (including design
defects, manufacturing defects and defects in materials) for a period of 5 years
starting from the Project Commercial Operation Date.
The EPC Contractor shall warrant in relation to partial or total collapse of civil
Civil Works Warranty Period works and in relation to the safety of civil works for a period of 10 years from the
Project Commercial Operation Date.
Title to each item supplied as part of the Works shall automatically vest in the
Company on the earlier of:
a) delivery of the part of the Works to the Site;
b) the EPC Contractor becoming entitled to have the cost of that item included
Ownership and Title in an interim certificate;
c) in the case of imported materials and equipment, passage over the ship's rail
at the port of embarkation; and
d) in the case of documents created by on or behalf of the EPC Contractor,

upon their coming into existence.
The EPC Contractor shall, subject to the following paragraph, be responsible for
the care, custody and security of:
 the part of the Works relating to the Early Water Plant until the Initial
Commercial Operation Date; and
Care and Custody  the remaining part of the Works until the Project Commercial Operation Date.
If any damage or loss due to any cause whatsoever other than the excepted risks
(as detailed in the EPC Contract, based on typical EPC contract “excepted risks”)
happens to the Works while under the EPC Contractor’s responsibility, the EPC
Contractor shall at its cost make good the Works.
Insurance scheme to align with requirements in WPA and be consistent with the
Insurance
requirements of the relevant Financing Documents
a) Subject to clause c)c), the aggregate liability of the EPC Contractor to the Formatted: Complex Script Font: Bold
Limitations on Liability Company under the EPC Contract shall not be less than 100% of Contract
Price. Formatted: Complex Script Font: Bold
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b) Subject to clause c)c), neither party shall have any liability to the other for any Formatted: Complex Script Font: Bold
special, indirect, incidental, or consequential loss or damage, including loss of
profit, loss of contract, loss of production, data, interest payments etc., in Formatted: Complex Script Font: Bold
connection with the EPC Contract.
c) Paragraphs a)a) and b)b) will not apply to:
i. any liquidated damages amount payable;
ii. amounts that are received (or, but for a Vitiating Act would have been
received) in connection with an insured risk;
iii. damages arising from abandonment, fraud, wilful misconduct or gross

negligence;
iv. penalties payable under law;
v. the EPC Contractor’s obligation to complete the Works or rectify defective

Works; and
vi. indemnities relating to breach of law, injury to persons and damage to

third party property, failure to deliver clear title, breach of intellectual
property rights.
Consistent with the terms of the WPA. Regime to be no more favorable to EPC
Change in Law
Contractor than the terms of the WPA.
Consistent with the terms of the WPA. Regime to be no more favorable to EPC
Force Majeure
The EPC Contract will contain typical dispute resolution provisions which are
Dispute Resolution consistent with the WPA.
Procedures The parties must continue to perform their obligations under the EPC Contract
during resolution of the dispute.
The EPC Contractor shall comply with all reasonable requests from the Company
in connection with the project financing requirements of the Project, including
Financing
without limitation entering into a direct agreement with the Company and the
Financing Parties.
The EPC Contract will include typical, bankable and appropriate provisions found
in an international EPC contract for RO desalination projects, including in relation
to the following non-exclusive list:
a) confidentiality;
b) termination (including for convenience, and for default, with cure periods
where appropriate, and none where appropriate (e.g., insolvency, reaching
Additional Typical EPC cap on liquidated damages));
Contract Provisions
c) representations and warranties;
d) value added tax;
e) governing law;
f) claims for extensions of time and increased cost (which shall be consistent
with the WPA and include notification requirements that are a condition
precedent to any entitlement by the EPC Contractor to make such a claim);
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g) joint and several liability, if the EPC Contractor is a joint venture or

consortium;
h) reporting, including a requirement for a monthly overall review report to the

Company, as well as documentation to substantiate milestone payment
claims;
i) as-built drawings and O&M manuals to be provided by the EPC Contractor;
j) lien waivers (including Company’s right to pay liens directly and set off
payment as a debt due);
k) intellectual property (including grant of an irrevocable, royalty free license and

contractor indemnity for breach);
l) assignment; and
m) a requirement for as-built drawings and O&M manuals as preconditions to

achievement of the Project Commercial Operation Date.
3.2.6 Full EPC Contract

The Bidder should also include in Section 4 of Volume II of its Bid a comprehensive draft of the EPC
Contract (including relevant appendices other than specifications and other technical appendices). The
draft will form the basis for the EPC Contract to be entered into between the Company and the proposed
EPC Contractor and shall be in line with the terms of the signed EPC Term Sheet.
SEWA will review the proposed draft EPC Contract and in the event of any inconsistencies or non-
compliance, SEWA reserves the right to require amendments to be made to the EPC Contract, at no cost
to SEWA.
3.2.7 O&M: Key Terms

As required by Section 2.42.4, the signed O&M Term Sheet that the Bidder must submit as part of its Bid
should contain, at a minimum, the key commercial terms outlined below:
SEWA expects that the O&M Contract shall be back-to-back with the relevant
provisions of the Project Agreements, including the WPA.
General and Equivalent
Project Relief The Company shall ensure that the O&M Contract includes an equivalent project relief
regime governing the O&M Contractor’s entitlement to make claims, and receive relief,
under the O&M Contract.
Parties The Company and the O&M Contractor.
The term of the O&M Contract (the “O&M Term”) commences on the date of execution
of the O&M Contract and expires on the thirtieth (30th) anniversary of the Project
Commercial Operation Date (provided that if the term of the WPA is extended, the
term of the O&M Contract shall be extended accordingly).
Term
The O&M Term is divided into periods, as follows:
1. Mobilization and Early O&M Period means the period from the date of
execution of the O&M Contract up to and including the Initial Commercial
Operation Date;
Page | 44
2. Early Contract Period means the period from and including the Initial
Commercial Operation Date to and including the Day immediately preceding
the Project Commercial Operation Date; and
3. Project Operating Period means the period from the Project Commercial
Operation Date up to and including the last day of the O&M Term.
Provision of all O&M services including all routine operation, maintenance, overhaul,
Scope of Services specialist repair services to the Plant in accordance with Company’s corresponding
obligations under the WPA.
During the Mobilization and Early O&M Period, the O&M Contractor will need to recruit
and train the O&M staff (see Staffing below), develop the administrative, operational,
budgetary, accounting, purchasing, training, environmental compliance and safety
procedures, obtain necessary licenses, establish an operating office, and procure the
O&M Contractor’s insurance required for this period. The O&M Contractor is also required to develop a
Obligations start-up plan for the Plant, schedule, coordinate and handle the delivery of product
Mobilization and Early water, review and comment on the relevant documents, manuals and drawings
O&M Period Services supplied by EPC Contractor, assist Company in taking over the Plant, take delivery on
behalf of the Company of various spare parts and consumables from the EPC
Contractor and subcontractors, and render other services to be more specifically
described in an Appendix to the O&M Contract to be mutually agreed with Company
and in accordance with Company’s obligations under the WPA.
From the Initial Commercial Operation Date, the O&M Contractor shall operate and
maintain the Plant on a 7-day per week, 24 hours per day basis. The O&M Contractor
shall manage the delivery of product water where required to protect the Plant, take
delivery on behalf of the Company of various spare parts and consumables and carry
out long term maintenance planning (including scheduling outages and spare parts
Project Operating planning) for the Plant.
Period Services
The O&M Contractor is also required to test the performance of the Plant (including
conducting the annual availability tests), perform scheduled and unscheduled
maintenance when necessary, and render other services as more specifically
described in an Appendix to the O&M Contract to be mutually agreed with Company
and in accordance with Company’s obligations under the WPA.
The O&M Contract shall include a provision addressing Additional Services requested
Additional Services from time to time by either Company or O&M Contractor, subject to mechanism for
costing and cost estimating.
Except for those permits expressly agreed to be provided by the Company, the O&M
Contractor shall obtain all permits, approvals and licenses from the relevant
competent authority which are required and necessary for the performance of the
O&M Contract and the Project.
Permits
Each party shall provide to the other party in a timely and expeditious manner all
reasonable assistance and information in order to permit the other to obtain the
permits for which it is responsible.
Upon the occurrence of an emergency event, the O&M Contractor will be required to
(i) promptly take such minimum action as is necessary and consistent with Good Utility
Emergencies Practice to prevent, avoid or mitigate injury, damage or loss, (ii) promptly report any
such incidents, including the O&M Contractor’s response thereto, to the Company,
and (iii) seek the Company’s approval to any expenditure which the O&M Contractor
Page | 45
reasonably estimates may be required/ is incurred in relation to such emergency

event.
The O&M Contractor shall contract services or supplies with approved subcontractors
and approved vendors.
The O&M Contractor shall ensure that the Company’s rights under O&M Contract are
Subcontracting fully and properly protected under contracts with subcontractors and vendors, with the
O&M Contract specifying key provisions to be included in all material subcontracts.
The O&M Contractor remains solely responsible and liable for the non-performance of
any of its subcontractors.
During the O&M Term, the O&M Contractor is entitled (subject to deductions and
penalties) to the following payments:
1. For the Mobilization and Early O&M Period, a fixed monthly payment, payable in
O&M Contractor’s Fees advance to be set forth in an Appendix to the O&M Contract; and
2. For the Early Contract Period and Project Operating Period, a fee (the “Annual
Fee”), consisting of (each amount payable in arrears), (a) a fixed amount to be
recovered via Component B of the Capacity Payment under the WPA; and (b) a
variable monthly payment to be recovered via Component D of the Output
Payment under the WPA.
The O&M Contract shall include a deductions and penalties regime reflecting the
WPA.
Deductions and
Penalties
The Company shall be permitted to deduct any deductions and penalties from the fee
otherwise payable to the O&M Contractor.
1. The O&M Contractor will guarantee the Plant’s availability on an annual basis.
2. The annual average availability of the Plant shall be at least 98% per annum over
O&M Contractor
the term of the WPA.
Guarantees
3. Performance guarantees to meet or exceed the requirements of the WPA, other
Project Agreements, the Financing Documents and the RFP
Included in the price.

Subcontract
Maintenance services Any assignment or subcontracting of the O&M services is subject to the prior approval
of Company.
The Company shall have a right to set off amounts due or to become due, and any
Set off claim the Company has against the O&M Contractor, against amounts payable to the
O&M Contractor
The O&M Contractor shall ensure that the necessary O&M staff are on duty at the
Plant at all times, 24 hours a day and 7 days a week throughout the O&M Term.
Staffing
The O&M Contractor shall be responsible for selecting, recruiting, appointing, training,
instructing and managing the O&M staff necessary to operate, maintain and repair the
Plant in accordance with the relevant initial staffing plan or any subsequent staffing
Page | 46
plan, as approved by the Company from time to time in accordance with the O&M
Contract.
The O&M Contractor is required to keep and maintain the Plant, and the Plant Site
Lien free and clear of any lien and indemnifies Company against all claims incurred by the
Company with respect to a breach of such obligation.
In case the O&M Contractor does not comply with the requirements specified in
section 2.4.22.4.2(Eligibility and Qualification Criteria for the O&M Contractor) of this
Part I (Instructions to Bidders) of the RFP, the O&M Contractor’s obligations under the
O&M Contract shall be guaranteed by a parent company guarantee provided by the
Parent Guarantee O&M Contractor’s parent company.
Liabilities of the parent guarantor under the parent guarantee shall be no less than the
O&M Contractor’s liabilities under the O&M Contract.
Insurance scheme to align with requirements under WPA and be consistent with the
Insurance
requirements of the relevant Financing Documents.
The O&M Contract will include liability caps for the O&M Contractor including as
follows:
1 during the Mobilization and Early O&M Period, an aggregate cap equal to the
amount of the fee payable during the Mobilization and Early O&M Period; and
2 during the Early Contract Period and Project Operating Period, for each Contract
Liability Caps Year, a cap of 100% of the Annual Fee payable to the O&M Contractor for the
relevant Contract Year.
The caps will be subject to customary exceptions (including gross negligence, fraud or
willful misconduct, liability satisfied by insurance proceeds, third party indemnification
and breach of law and/or IP and environmental requirements), which will be set out in
the O&M Contract.
The O&M Contractor’s warranties will include typical warranties for an O&M
Contractor in a RO desalination project, including as a minimum, warranties that:
a) the O&M Contractor will carry out the Services diligently, without delay, in a
safe and reliable manner, and in accordance with all relevant legal
O&M Contractor
requirements and the requirements of the WPA;
Warranties
b) the O&M Contractor has the required skills, licenses, qualifications and
capacity necessary to perform and will diligently perform the Services in a
timely and professional manner, utilizing Good Utility Practice (as defined in
the WPA).
Consistent with the terms of the WPA. Regime to be no more favorable to O&M
Change in Law
Consistent with the terms of the WPA. Regime to be no more favorable to O&M
Force Majeure
Dispute Resolution The O&M Contract will contain typical dispute resolution provisions which are
Procedures consistent with the WPA.
Page | 47
The parties must continue to perform their obligations under the O&M Contract during
resolution of the dispute.
The O&M Contractor shall comply with all reasonable requests from the Company in
Financing connection with the project financing requirements of the Project, including without
limitation entering into a direct agreement with the Company and the Financing Parties
The O&M Contract will include typical, bankable and appropriate provisions found in
an international O&M Contracts for RO desalination projects, including in relation to
the following non-exclusive list:
a) confidentiality;
b) termination (including for convenience, and for default, with cure periods
where appropriate, and none where appropriate (e.g., insolvency,
assignment contrary to terms of O&M Contract));
c) representations and warranties;
d) value added tax;
e) governing law;
Additional Typical O&M f) claims for increased cost (which shall be consistent with the WPA and
Contract Provisions include notification requirements that are a condition precedent to any
entitlement by the O&M Contractor to make such a claim);
g) joint and several liabilities, if the O&M Contractor is an unincorporated joint

venture or consortium;
h) reporting, including a requirement for a monthly overall review report to the

Company;
i) lien waivers (including Company’s right to pay liens directly and set off
payment as a debt due);
j) intellectual property (including grant of an irrevocable, royalty free license

and contractor indemnity for breach); and
k) assignment.
3.2.8 Agreements with Financing Parties

SEWA is willing to enter into direct agreement with the Financing Parties (as outlined below).
3.2.8.1 WPA Direct Agreement
If necessary, SEWA is willing to enter into a direct agreement with the Financing Parties in relation to the
WPA. Under this agreement, among other things, SEWA will acknowledge and consent to the granting of
security, delay the exercise of termination rights under certain conditions and permit the exercise by the
Financing Parties of certain step-in rights.
The form of WPA Direct Agreement is attached as Appendix T to the WPA included in Part V (Draft Project
Agreements) of the RFP.
3.2.8.2 Musataha Direct Agreement
If necessary, SEWA shall enter into a direct agreement with the Financing Parties in relation to the
Musataha Agreement. Under this agreement, among other things, SEWA will acknowledge and consent to
Page | 48
the granting of security, delay the exercise of termination rights under certain conditions and permit the
exercise by the Financing Parties of certain step-in rights.
The form of Musataha Direct Agreement is included in Part V (Draft Project Agreements) of the RFP.
Page | 49
4 Financing Structure
4.1 Total Project Cost
The Bidder must provide a detailed breakdown of its proposed Total Project Cost for the Project in the
format set out in Commercial Form Sheet E Section 1.2 (Project and O&M budget) of Part IV (Form Sheets)
of the RFP.
This breakdown should identify clearly and independently, inter alia, the following categories:
a. Preparatory works;
b. A detailed breakdown of construction costs of the Plant (including but not limited to transportation,
insurance, taxes, levies and duties, as applicable) and all costs of engineering, erection, testing and
commissioning. Cost breakdown of long lead items including but not limited to membranes, pressure
vessel, ERD, High pressure pumps, intake pumps, pipelines, GIS, and power transformers should be
specifically mentioned;
c. The Electrical Special Facilities
d. Company’s contingencies;
e. Costs for initial inventory;
f. Development costs in the period up to and including Financial Closing;
g. Procurer Development Cost;
h. Success fee;
i. Owners’ costs;
j. Insurance costs prior to PCOD;
k. Operating and maintenance costs of the Plant prior to PCOD; (including mobilization)
l. Initial working capital requirements;
m. Financing costs, including, but not limited to, fees and insurance premia payable to Financing Parties,
interest during construction, upfront fees and commitment fees; and
n. Amount of any reserve accounts and initial working capital that require funding.
The “Owner’s cost” line item must provide a clear and detailed breakdown of the fees payable by the
Company under the Project Agreements.
The Bidder is also required to provide the breakdown of the EPC price between civil works, electrical works,
mechanical works, other works and integration, modification and extension of SEWA Hamriyah 132 kV
GISh substation (ESF).
The timing of incurring these costs should be set out in the format as provided in Commercial Form Sheet
E Section 2.6 (Construction period drawdown profile) of Part IV (Form Sheets) of the RFP.
Each line item of the Project Budget must be presented in AED, and expressed in real terms, and allocated
between (i) local and foreign components. The construction costs detailed for the Project (as outlined in
item (ii) above) must include, but is not limited to, all costs of design, engineering, procurement, supply,
Page | 50
manufacture, factory testing, transportation to site, erection, installation, permitting, completion, testing and
commissioning, including all insurances, taxes, levies and duties.
As per the current laws and regulatory framework in the emirate of Sharjah, Developers can only obtain
custom duties exemption for equipment imported through ports and airport in the emirate of Sharjah. As
such, Bidder should undertake its own due diligence to assume or not assume custom duties as part of
their Project Cost.
4.1.1 O&M Costs

In accordance with Commercial Form Sheet E Section 1.2 (Project and O&M budget) of Part IV (Form
Sheets) of the RFP, the Bidder is required to provide a detailed breakdown of O&M costs over the term of
the WPA for the services carried out by any O&M Contractor carrying out such services on behalf of the
Company in addition to the O&M costs to be incurred by the Company.
These O&M costs are designed to be a pass through component of the payment mechanism and should
be categorised as either (i) fixed or variable and (ii) local portion, i.e. indexed to UAE based inflation rate or
foreign portion, i.e. indexed to the US based inflation rate.
Indexation start date, indexation reference date and indexation rate for the Fixed O&M Cost Recovery
Charge and the Variable O&M Cost Recovery Charge should be same as that of the corresponding
assumptions on the Fixed O&M Costs and Variable O&M Costs.
The categorisation of such O&M costs into local and foreign portions should form the basis of the O&M
components of the Service Payments proposed by the Bidder in accordance with Appendix G (Calculation
of Payment) of the draft WPA in Part V (Draft Project Agreements) of the RFP submitted with its Bid, such
that the present value of revenues in relation to local and foreign O&M costs over the Term of the WPA is
equal to the present value of corresponding O&M costs in the Bidders’ Model.
4.1.2 Development Costs

The Bidder must include in its Bid a detailed breakdown of its own Development Costs (in the format
outlined in Commercial Form Sheet E Section 1.2 (Project and O&M budget) of Part IV (Form Sheets) of
the RFP.
Development Costs may include, but is not limited to, costs of advisory services (including Financing
Parties’ due diligence) costs associated with registration, recordation and perfecting of finance
documentation, Financing Parties’ security interests and direct agreements and any out-of-pocket
expenses incurred by the Bidder up until the time of Financial Closing. Development Costs shall not include
any profit element for the Bidder.
SEWA will have the right to request for all supporting documentation related to the Development Costs in
order to verify such costs.
The Bidder should note that Development Costs are to be capped at the level specified in its Bid. Any
Development Costs in excess of such cap will be borne by the Bidder and shall not be charged to the
Company. The Bidder will not be permitted to recover Development Costs that the Bidder omitted from or
failed to include in Commercial Form Sheet E Section 1.2 (Project and O&M budget) of Part IV (Form
Sheets) of the RFP or that are in excess of the cap.
The Bidder is permitted, but not obliged, to include a success fee which, if included, may be payable
following the date of Financial Closing but prior to the PCOD, in accordance with the Bidder’s Model. Such
fee shall be treated as a distribution in the calculation of the equity IRR in the Bidder’s Model.
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As part of their estimate of construction costs, the Bidder may assume a level of contingency that shall be
confirmed by their Financing Parties. In the event that such contingency is not fully utilised at PCOD, the
benefits of such under-spend may be distributed to the Shareholders as a cost underrun payment. Payment
of such cost underrun payment is subject to capital structure requirements outlined in Section 4.2.14.2.1
(Capital Structure) of this Part I (Instructions to Bidders) of the RFP.
The Bidder should note that the reimbursement of Development Costs will not be permitted prior to Financial
Closing and prior to payment of Procurer Development Costs to SEWA.
SEWA requires the Company to pay SEWA a lump sum amount (“Procurer Development Costs”) to allow
SEWA to recoup its development costs in tendering and implementing the Project. These amounts shall be
paid upon the earlier of: (a) Financial Closing; (b) first drawdown under the Equity Bridge Loan; or (c)
subscription for any Equity that is more than a nominal amount of Equity required to establish the Company,
in each case within fifteen (15) days of the date of such drawdown or contribution.
4.1.3 Electricity Supply Cost

The Bidder is encouraged to minimize the Plant’s electricity consumption. Bidder to note that the plant shall
be designed to operate at 15.4567 kWh/TIG or less, within Design Envelope Limits defined in Clause 6.1
of Part II (Technical Specifications) of the RFP. The guaranteed values shall be provided by the Bidder in
its proposal in the format as provided in Table A-2 of Appendix G (Calculation of Payment) of the WPA
provided in Part V (Draft Project Agreements) of this RFP. Any alternative electricity sources on site
4.2 Financing of Project Costs

4.2.1 Capital Structure
The Total Project Costs set out in Commercial Form Sheet E Section 1.2 (Project and O&M budget) of Part
IV (Form Sheets) of the RFP shall be funded through a combination of (i) Senior Debt (ii) Equity
contributions or Equity Bridge Loans (as applicable), and (iii) Early Water Plant Revenue (if any) after
meeting the operating expenses during the Early Contract Period, in line with Commercial Form Sheet E
Section 2.1 (Sources & Uses of Funds).
No more than eighty-five percent (85%) of the Total Project Cost may be funded by Senior Debt after
making adjustment for success fee and/or cost underrun payment made to Shareholders.
Inclusion of any junior and/or mezzanine debt into the capital structure of the Project is not permitted.
Further, Senior Debt raised by Bidders to fund the Total Project Cost should be without any recourse or
with limited recourse to Company. No other financing structure in relation to Senior Debt shall be allowed.
In particular, alternative funding structures including EPC deferred credit facilities are not permitted.
No distributions other than the payments permitted in Section 4.1.24.1.2 (Development Costs) in this Part
I (Instructions to Bidders) of the RFP shall be made to the Company’s Shareholders prior to the date falling
three (3) months after Project Commercial Operation Date.
4.2.2 Requirements from the Bidder: Equity Finance

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

Alternative sources of funding the Equity contributions are not acceptable to SEWA.
Bidders are required to submit an Equity Commitment Letter confirming the commitment of the
Shareholders to infuse the Share capital and inject Shareholder loans (as relevant) to fund the Total Project
Cost.
The Bidder may propose equity funding debt facilities such as Equity Bridge Loans. If proposed, such
proposal should be accompanied by a Bank Acknowledgment Letter in the form of Commercial Form Sheet
D Section 2 (Bank Acknowledgment Letter for Equity Bridge Loan) provided in Part IV (Form Sheets) of the
RFP demonstrating in-principle support from Financing Parties for the full amount of the Equity Bridge Loan
funding requirement. Fully committed Financing Term Sheets will be required to be provided by the
Successful Bidder prior to the Effective Date, and the terms used for the Equity Bridge Loans in the Bidder’s
Model should be consistent with such Financing Term Sheets with respect to fees, interest, and tenor.
Financing Term Sheets for Equity Bridge Loans must be separate from the Senior Debt Financing Term
Sheets. Equity Bridge Loans (including any associated hedging exposure) should be structured as stand-
alone facilities without recourse to the Company or to the Project security.
The sole source of security for the Equity Bridge Loans, and any associated hedging exposure, must be
the supporting Shareholder(s) credit support and/or acceptable Shareholder(s) procured guarantees and
not the Company or its assets.
Representations, covenants, and events of default should be independent of the Senior Debt and should
only reflect the structure outlined above. An event of default under any Equity Bridge Loan should not trigger
a default under the Senior Debt financing agreements. Equity Bridge Loans shall be denominated in USD
and/or AED only.
For the avoidance of doubt, there is no requirement for a minimum projected equity IRR to the Bidder but
the minimum expected equity IRR for SEWA is ten percent (10%)The terminal value should not be included
in the equity IRR computation presented to SEWA. The Bidder is also not permitted to assume any
extension of the initial term of the WPA as part of its Bid.
The selection of the timing of the Equity Injection Date is at the option of Bidders subject only to (i) Bidders
assuming all responsibility for any accountancy or taxation implications, and (ii) repayment of Equity Bridge
Loan in full must occur on or prior to the 5th anniversary of Scheduled PCOD.
At Bid Submission, any uncommitted Equity Bridge Loan term sheets should be accompanied by an Equity
Commitment Letter confirming the commitment of the Shareholder to repay the Equity Bridge Loan on the
Equity Injection Date.
SEWA will be responsible for arranging its own Equity Bridge Loan. For bidding purposes, the Bidder shall
assume that SEWA’s Equity Bridge Loan has the identical price and terms as the Bidder’s Equity Bridge
Loan. SEWA will retain the option either to inject share capital or to utilise an Equity Bridge Loan. Bidders
are required to submit term sheets for its share of the Equity Bridge Loan only.
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4.2.3 Requirements from the Bidder: Senior Debt Finance

The Senior Debt required to fund the Total Project Costs, as set out below, may be raised from one or more
of the following sources:
• Conventional and Islamic bank financing from local, regional and international commercial banks;
• Conventional and Islamic bank financing from local, regional and international multilateral development
banks; and
• ECA financing including direct loans and facilities guaranteed or insured by official government
agencies.
Alternative sources of funding the Senior Debt requirement are not acceptable to SEWA.
Senior Debt shall be denominated in USD and/or AED only.
The Bidder must provide a proposed Financing Plan as Commercial Form Sheet D Section 3 (Financing
Plan) of Part IV (Form Sheets) of the RFP (the “Financing Plan”), detailing inter alia proposed sources of
debt finance consistent with the assumptions in the Bidder’s Model as detailed in Section 55 (Bidder’s
Model and Form Sheets) of this Part I (Instructions to Bidders) of the RFP.
The Bidder is fully responsible for delivering, at Financial Closing, one hundred percent (100%) of the
requisite financing, including Senior Debt, at the cost and on the terms submitted in its Bid.
Note that alternative financing proposals are not permitted.
A Bid requiring adjustment to the Charge Rates for market flex, increased costs of obtaining further bank
commitments or any other incremental costs relating to finance will be deemed non-compliant.
Each Financing Party is required to complete Commercial Form Sheet D Section 1 (Form of Bank
Acknowledgment Letter for Senior Debt Facility), Section 2 if appropriate (Form of Bank Acknowledgment
Letter for Equity Bridge Loan), and Section 3 (Financing Plan) of Part IV (Form Sheets) of the RFP as part
of a Bid.
The Bidder must provide its strategy for implementing the Financing Plan and achieving Financial Closing.
This strategy should include (i) details of remaining work prior to the appointment of Successful Bidder and
up to Financial Closing with a timetable of key activities; (ii) an assessment of the key risks and challenges
to achieving Financial Closing; (iii) details of their swap calculation method for both Senior Debt and Equity
Bridge Loans, if used; (iv) details of the appointment of the lender’s advisers including lender’s technical
and lender’s insurance advisers and confirmation that the scope of work and commercials with them are
agreed to commence the work at short notice; and (v) an explanation why the Financing Plan is deliverable
for this Project, with reference to precedents where similar financing plans have been delivered within the
timeframes envisaged by the Implementation Schedule.
4.2.3.1 Committed Funding
For each proposed source of Senior Debt finance, SEWA requires that the Bidder provides credit approved
commitments (backed up by supporting Financing Term Sheets) from providers of Senior Debt finance as
part of its Bid in accordance with the following provisions:
• For conventional bank and/or Islamic bank financing provided by commercial banks and/or multilateral
development banks, and facilities, guaranteed by official government agencies but funded by
commercial banks credit approved commitments from financial institutions for no less than 50% (fifty
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percentage) of the Senior Debt funding requirement, such commitments collectively being “Committed
Funding”, (with the remainder of such facilities “Uncommitted Funding”);
• The Bidder is not permitted to enter into exclusivity agreements with any Financing Party and the Bidder
should ensure that Financing Parties have the appropriate confidentiality procedures in place; and
• For Committed Funding, each Financing Party is required to execute Commercial Form Sheet D Section
1 (Form of Bank Acknowledgement Letter for Senior Debt Facility) of Part IV (Form Sheets) of the RFP
providing confirmation, inter alia, that (a) the Draft Project Agreements are acceptable subject only to
any issues that are identified in the mark-ups provided by the Bidder as part of its Bid, (b) the Financing
Term Sheet(s) provided as an attachment to the Bank Acknowledgement Letter has the approval of the
respective Financing Party’s credit authorities and contains all material terms required in the Financing
Documents, and(c) in accordance with Section 4.3.14.3.1 (Interest Rate Hedging Bid Assumptions) of
this Part I (Instructions to Bidders) of the RFP, the interest rate assumptions used in the Bid have been
reviewed and are acceptable (d) confirm that a near-final version of the Bidder’s model has been
reviewed and the results are acceptable to it and (e) the credit approval is in place to cover the bid
validity period as specified in Section 8.58.5 (Validity, Modification and Withdrawal) of this Part I
4.2.3.2 Uncommitted Funding
Should the Bidder elect to include Uncommitted Funding, as part of its Financing Plan, the Bidder should
provide details of its proposed terms for Uncommitted Funding in Commercial Form Sheet D Section 3
(Financing Plan) of Part IV (Form Sheets) of the RFP. Such terms must be on no more favourable terms
than for the Committed Funding and must be consistent with the assumptions in the Bidder’s Model.
The Bidder is encouraged to provide as much detail as possible about the proposed sources of its
Uncommitted Funding in its Bid with supporting liquidity analysis, if applicable.
Bidders should provide details of their proposed terms for Uncommitted Facilities in Commercial Form
Sheet D Section 3 (Financing Plan), which must be on no more favourable terms than for Committed
Facilities and consistent with the assumptions in the Bidder’s Model. Additional commitments from financing
parties in respect of such Uncommitted Facilities must be obtained prior to signature of the WPA.
Irrespective of the fact that the risk of increased financing cost rests solely with the Bidder, in accordance
with Section 4.2.3.44.2.3.4 (Post-Bid Funding) of this Part I (Instructions to Bidders) of the RFP, SEWA
reserves the right during the evaluation to amend or reject any assumption that it considers to be clearly
“out of market”, not credible and/or not deliverable.
In relation to debt guaranteed, insured, or directly provided by ECAs and/or official government agencies,
the Bidder is required to provide outline Financing Term Sheets and pricing, together with preliminary letters
of commitment from the relevant government agency(ies) as at the date of the Bidder’s Bid.
Debt guaranteed, insured, or directly provided by ECAs shall be considered as Uncommitted Funding and
as such cannot exceed 50% (fifty percentage) of the total Senior Debt requirement, the remaining 50% (fifty
percentage) being Committed Financing in compliance with the RFP requirements. Bidders should consider
ECA financing pricing assumptions as part of their proposal as Uncommitted Funding based on the terms
that shall be confirmed by the ECA as part of the preliminary letter of commitment / letter of support, as
long as the preliminary letter of commitment / letter of support contains adequate confirmation from the
ECA of the main commercial terms (including margins, fees and tenor). However, Bidder to note that in
case the Bidder assumes debt guaranteed, insured or directly provided by ECAs, the Bidder will be required
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to demonstrate satisfactory level of commitment (including confirmation from the ECA on the major due
diligence aspects) as a condition of the selection of the Successful Bidder.
In addition, the preliminary letter of commitment should set out the level of approval obtained as at the date
of the Bidder’s Bid, the term and conditions of the relevant debt facilities, and confirmation of pricing which
must reflect the pricing contained in Bidder’s Model. The preliminary commitment letter shall also confirm
that (a) the Draft Project Agreements included in Part V (Draft Project Agreements) of the RFP are
acceptable subject only to any issues that are identified in the mark-ups provided by the Bidder as part of
its Bid, (b) confirm that the draft EPC Term Sheet and draft O&M Term Sheet provided by the Bidder with
its Bid are acceptable; (c) detail the level of due diligence undertaken; (d) confirm that the Bidder’s Model
has been reviewed and the results are acceptable to it; and (e) confirm that the Bidder’s interest rate and
foreign exchange (where applicable) hedging strategy and the fixed and floating rates assumed as part of
its Bid are acceptable, acknowledged and agreed (as further specified in Section 4.34.3 (Interest Rate
Hedging)). Failure to provide a preliminary letter of commitment meeting the requirements set out above
will be considered in the evaluation of the deliverability of the Financing Plan. If such preliminary letter of
commitment is not submitted with the Bid such letter will be required as a condition of the selection of the
Successful Bidder.
4.2.3.3 Senior Debt Terms and Conditions
In Commercial Form Sheet D Section 3 (Financing Plan) of Part IV (Form Sheets) of the RFP, the Bidder
should provide details of proposed debt funding for the Total Project Cost (including cost overruns) set out
in Commercial Form Sheet E Section 1.2 (Project and O&M Budget) of Part IV (Form Sheets) of the RFP.
As previously stated, the total of Committed Funding and Uncommitted Funding included in the Financing
Plan should equal to at least one hundred percent (100%) of its Senior Debt requirement.
In order to encourage competitive proposals and to increase liquidity available to all Bidders on competitive
terms, the Bidder is permitted to provide in its Bid a Senior Debt structure incorporating either full term
finance facilities or short-term financing facilities (or a combination of both), in either case complying with
the corresponding provisions set out below.
a) Proposals funded with full term finance facilities (“Full Term Finance Facilities”) only
The structure of the Full Term Finance Facilities is required to comply with the following provisions:
• Full Term Finance Facilities should not anticipate any refinancing of such facilities;
• Repayment of Full Term Finance Facilities forming either Committed Funding or Uncommitted
Funding shall have quarterly or semi-annual amortization profiles and shall not include any ‘hard’
mini-perm structures, any form of balloon repayments or equivalent structures requiring cash sweeps
or other reserving mechanisms to amortize fully within the Term of the WPA; and
• A Bidder incorporating facilities guaranteed and/or insured and/or directly provided by ECAs is
required to structure the overall debt repayment schedule to meet the requirements of the
commercial banks whilst adhering to the OECD Consensus Guidelines. SEWA will allow the Bidder
the flexibility (e.g. in repayment structure) to achieve such integration.
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b) Proposals funded with short term financing facilities (“Short Term Finance Facilities”) only
The Bidder is permitted to include Senior Debt facilities that anticipate a refinancing of such facilities
after an interim period of successful commercial operation. The structure of Short-Term Finance
Facilities must comply with the following provisions:
• the Bidder’s Model should show such Short Term Finance Facilities being refinanced following
PCOD (“Target Refinancing Date”) with the terms of such refinancing facilities assuming (a) a
DSCR at a level no less than 1.20:1 in each calculation period post refinancing, (b) a final maturity
no later than the end of the expiry of the WPA by which time such refinancing facility has been fully
repaid without any balloon repayments, (c) underlying interest rate assumptions as prescribed in
Section 4.34.3 (Interest Rate Hedging) of this Part I (Instructions to Bidders) of the RFP and (d) a
Spread (or margin) in addition to the underlying SOFR or EIBOR interest rate no less than the
highest level of Spread (or margin) applicable to the Short Term Finance Facilities in the period
between Phase 2 PCOD and the Target Refinancing Date plus 50bps;
• for the purposes of limb (d) of the first bullet above, the “Spread” shall be defined as the difference
between the total interest rate payable and the underlying SOFR or EIBOR interest rate, as
applicable.
• the Bidder’s Model should assume a debt facility post the Target Refinancing Date that wholly
refinances the initial Senior Debt outstanding as at the Target Refinancing Date (“Take Out Debt”).
The Bidder is allowed to assume a Take Out Debt higher than the Senior Debt outstanding balance
as at the Target Refinancing Date as long as requirements detailed in limb (d) of the first bullet
above are met;
• the Take Out Debt amount cannot exceed the Senior Debt outstanding balance as at PCOD;
• failure to refinance the initial Senior Debt facilities by the Target Refinancing Date cannot be treated
as an event of default nor acceleration of the debt under the Financing Documents. The Bidder
should specify in the Financing Term Sheet(s) the lender’s terms should the target refinancing of
the initial Senior Debt not take place by the Target Refinancing Date. The Financing Parties’ sole
remedy should the Short Term Finance Facilities not be refinanced by the Target Refinancing Date,
is the triggering of cash sweep provisions from the Target Refinancing Date to final maturity and/or
an increase in debt pricing; and
• in its Bidder’s Model, the Bidder is not permitted to assume more than one (1) refinancing of the
Senior Debt.
c) Proposals that include a combination of Full Term Finance Facilities and Short Term Finance
Facilities.
The Bidder is permitted to propose a Financing Plan which incorporates a combination of Full Term
Finance Facilities and Short Term Finance Facilities, so long as:
• the terms of each facility adhere to the parameters and conditions as set out above in b)b) and (b); Formatted: Font: 10 pt, Font color: Black, English
(United States)
• refinancing of the Short Term Finance Facilities at the Target Refinancing Date with Take Out Debt
does not trigger either a default (whether directly or indirectly through breaching a DSCR ratio) or
mandatory prepayment of the Full Term Finance Facilities (whether provided by commercial banks
or directly by an official government agency and/or an export credit agency);
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• total facilities (both Full Term Finance Facilities and Short Term Financing Facilities) equal one
hundred percent (100%) of the Senior Debt requirement;
• as above, Bidders are not permitted to assume more than one (1) refinancing of the Senior Debt;
and
• the Financing Parties are required to provide commitments (as outlined above) of both Full Term
Finance Facilities and/or Short Term Finance Facilities pro rata to the total amount of commercial
bank lending of both Full Term Finance Facilities and/or Short Term Finance Facilities as specified
in the Financing Plan.
4.2.3.4 Post-Bid Funding
Following the selection of the Shortlisted Bidders, the Successful Bidder shall immediately commence the
task of obtaining commitments, in the form of final credit approved Financing Term Sheets from all providers
of Uncommitted Funding, so that one hundred percent (100%) of the Successful Bidder’s Financing Plan is
committed prior to the Effective Date.
In the event that the pricing of Committed Funding and Uncommitted Funding following the conclusion of
any post-Bid funding competition is greater than in the Bid, the Bidder will take the full financial impact (i.e.
through a lower projected equity IRR than that included in the Bid) associated with such market
deterioration.
For the avoidance of doubt, SEWA will not consider any increase in the Charge Rates from those included
in the Bid to compensate and/or hold harmless the Bidder from increased costs associated with any
deterioration in the price or terms and conditions offered by financial institutions in relation to the Financing
Plan.
4.3 Interest Rate Hedging

The Bidder must clearly set out their interest rate hedging strategy in its Bid, showing the percentage of
hedging, duration of aforementioned hedges and products proposed.
The Bidder should note that should its Bid incorporate Short Term Finance Facilities, the Bidder must
explain its risk management strategy, to minimise the risk of increased underlying interest rates following
the Target Refinancing Date as defined in Section 4.2.3.34.2.3.3 (Senior Debt Terms and Conditions) of
The Bidder should note that the quality and completeness of the Bidder’s analysis in this regard, as laid out
in Commercial Form Sheet D Section 3 (Financing Plan), will form a critical part of SEWA’s evaluation of
the deliverability of the Bid.
4.3.1 Interest Rate Hedging Bid Assumptions

The Bidder is required to complete Commercial Form Sheet E Section 2.4 (Notional Profiles) of Part IV
(Form Sheets) of the RFP, in which the Bidder should input the drawdown and repayment profiles of all
facilities, the proposed level of hedging (to be consistent with minimum hedging requirements in the
Financing Term Sheets) and assumed floating interest rate assumptions.
The Bidder should also state all interest rates assumed in the Bidder’s Model in Commercial Form Sheet E
Section 2.2 (Debt Financing) of Part IV (Form Sheets) of the RFP.
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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 04 December 2023.
For amounts assumed to be hedged at Financial Closing, 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 utilizing the end-of-day curve on the 04 December 2023, or
notified by way of Addendum to the RFP. The Bidder should clearly indicate in Commercial Form Sheet E
Section 2.4 (Notional Profiles) 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 (including any execution spreads) for both Senior Debt and Equity
Bridge Loan, if used. Swap rates, credit spreads (including any execution spreads) and margins must be
input into Commercial Form Sheet E Section 2.4 (Notional profiles) of Part IV (Form Sheets) of the RFP.
Where the Bidder has failed to fully identify the market and credit spreads (including any execution spreads)
in its swap and/or fixed rate indications in the Bid, SEWA reserves the right to assume that the required
spreads are zero, and such assumption shall be made for any Charge Rate adjustment as set out in Section
4.3.34.3.3 (Adjustment to Charge Rates) of this Part I (Instructions to Bidders) of the RFP.
The Bidder should note that SEWA will not absorb such credit spreads (including any execution spreads)
and margins through the mechanism for final adjustment of the Charge Rates described in Section
4.3.34.3.3(Adjustment to Charge Rates) of this Part I (Instructions to Bidders) of the RFP.
For amounts assumed to be unhedged as at Financial Closing, the Bidder must identify the applicable
floating rate assumptions in Commercial Form Sheet E Section 2.2 (Debt Financing) and Commercial Form
Sheet E Section 2.3 (Equity Financing) which must be consistent with the Financing Term Sheet(s) provided
as an attachment to Commercial Form Sheet D Section 1 (Bank Acknowledgement Letter for Senior Debt
Facility) of the RFP. The Bidder must provide a brief explanation and justification of the rates used, noting
whether such rates are based on a fixed assumption, or by reference to a benchmark rate.
Floating rate assumptions based on underlying interest rates must be consistent with the reference rates
provided in Commercial Form Sheet E Section 2.4 (Notional profiles) of Part IV (Form Sheets) of the RFP.
SEWA reserves the right to validate the interest rate assumptions provided by the Bidder and to request
further justification of the assumptions used from the Bidder. If the explanation is not regarded as
satisfactory, in SEWA’s sole discretion, then SEWA reserves the right to request the Bidder to input
appropriate assumptions into the Bidder’s Model without any adjustments to the Charge Rates.
The Bid shall include written confirmation from the Financing Parties in Commercial Form Sheet D Section
1 (Form of Bank Acknowledgement Letter for Senior Debt Facility) of Part IV (Form Sheets) of the RFP that
the interest rate hedging strategy and the floating interest rate assumptions used are acceptable to them
and were acknowledged and agreed by them in providing their Financing Term Sheet(s).
4.3.2 Foreign Exchange rate Bid Assumptions

The Bidder is required to provide a firm price for the EPC Contract in USD or AED, irrespective of whether
contractors, vendors, or suppliers charge part of or all of plant, equipment or services in a currency other
than USD or AED.
The Bidder shall ensure that its construction, operation, and financing costs are in USD or AED. The
Charge Rates currency split shall be sized accordingly to ensure that the Company is not bearing any
foreign exchange risk.
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4.3.3 Adjustment to Charge Rates

The Bidder is required to hedge the interest rate exposure on a non-recourse basis, in accordance with the
hedging strategy agreed with its Financing Parties. All hedges will be executed on a competitive basis, in a
manner and with market counterparties, agreed and approved by SEWA. SEWA at its sole discretion may
appoint an independent third-party market hedge coordinator and/ or provider for execution of hedges.
Between the Bid Submission Date and the date of the hedge execution, SEWA will bear the risk of changes
in underlying interest rates. On the date of hedge execution, the following adjustments shall be allowed:
a) The reference floating rates (only when these have been based on forward rates of the 04 December
2023) used in the Bid using Commercial Form Sheet E Section 2.4 (Notional profiles), all as agreed by
SEWA following any clarifications, shall be revised using the prevailing floating rates as on the date of
hedge execution, and
b) Swap rates used in the Bid using Commercial Form Sheet E Section 2.4 (Notional profiles) (excluding
any credit spreads and margins), all as agreed by SEWA following any clarifications, will be revised
using the prevailing mid-market swap rates (net of credit spreads and market spread) achieved through
a competitive tender process as agreed with SEWA on the date of the hedge execution, as specified in
the final trade confirmations, and these will be input to the Bidder’s Model.
For the avoidance of doubt, there shall be no adjustment in the Charge Rates to reflect changes in the
hedging strategy, there will also be no adjustment for any change in hedging costs charged by the hedge
providers (including market and credit spreads) in excess of those assumed in the Bidder’s Model at Bid
Submission Date, or following any clarification.
The Capital Cost Recovery Charge Rate (and consequently the Service Payments) and the Bidder’s Model
(including Schedule 1 (Maximum Total Senior Debt Schedule) to Appendix F (Consequences of
Termination) of the WPA) will then be adjusted, so as to place the Company in the same relative financial
position after the adjustment and revision in interest rates as it was prior to the revision based on minimum
and average DSCR and equity IRR.
For the avoidance of doubt, there shall be no Charge Rate adjustment in relation to any foreign exchange
rate risk associated with the EPC Contract, other construction costs, the O&M Contract, macroeconomic
variables or any changes in margins.
Where Bidders have failed to fully identify the market and credit spreads (including any execution spreads)
in their swap and/or fixed rate indications supporting the tender, SEWA reserves the right to assume the
required spreads are zero, before making the adjustment.
SEWA notes that if there is a Change in Law (as such term is defined in the WPA) during the period between
the Bid Submission Date and the Effective Date, SEWA will, in good faith, discuss and agree with Bidder
the necessary changes (if any) to be incorporated into the Project Agreements to take into account the
impact of such Change in Law.
4.4 Negotiations with Financing Parties

Following notification of shortlisting to each of the Shortlisted Bidders as set forth in Section 9.79.7
(Notification of Selection) of this Part I (Instructions to Bidders) of the RFP, responsibility for negotiating the
financing terms, conditions and documentation with the Financing Parties and its advisers, remains solely
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that of the Bidder (if designated a Shortlisted Bidder), although SEWA reserves the right to comment upon
(through the Bidder), and to approve, the Financing Documents prior to execution thereof.
4.5 Exclusivity
As detailed in Section 4.2.3.14.2.3.1 (Committed Funding) of this Part I (Instructions to Bidders)] of the
RFP, the Bidder is not permitted to enter into exclusivity arrangements with their supporting Financing
Parties.
However, in accordance with each Bidder’s Letter of Conveyance (Legal Form Sheet A), each Bidder
expressly agrees to release its Financing Parties from their obligations under their respective letter if such
Bidder is not selected by SEWA as a Shortlisted Bidder. Failure to release such Financing Parties from
their obligations may lead to that Bidder forfeiting its Bid Bond.
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5 BIDDER’S MODEL AND FORM SHEETS

5.1 General
The Bidder must submit a financial model (the “Bidder’s Model”) on a USB drive which must be in a single
file and fully compatible with Microsoft Excel 2010. A Bidder’s Model not compatible with Microsoft Excel
2010 will not be accepted. The Bidder’s Model must be capable of performing all calculations required by
the RFP.
The assumptions used in the Bidder’s Model must be consistent with all the technical information, cost
estimates and financial assumptions, workings and outputs stated in the Form Sheets, and take into
account the provisions of:
• the draft WPA, in particular, the Service Payments and calculations contained within Appendix G
(Calculation of Payment) except for the computation of Electricity Costs which would in line with
Commercial Form Sheet E Section 3.1 of Part IV (Form Sheets)] of the RFP;
• the WPA, in particular the Procurer Development Costs as set out in the WPA;
• The electricity supply cost assumptions provided in Section 9.5.29.5.2 (Assumptions for Calculations of
Required Values);
• the draft EPC Contract (including the signed EPC Term Sheet);
• the signed O&M Term Sheet;
• the terms and conditions of the Committed Funding and Uncommitted Funding, as evidenced by the
Bank Acknowledgement Letter, accompanying Financing Term Sheet and Commercial Form Sheet D
Section 1, Section 2 and Section 3; and
• the macroeconomic assumptions set out in Section 9.5.29.5.2 (Assumptions for Calculations of
Required Values) of this Part I (Instructions to Bidders) of the RFP.
The Bidder’s Model should contain multiple worksheets, which should contain all the calculations required
to produce Commercial Form Sheet E Section 1.0 to 1.2, 2.1 to 2.8 and 3.1 to 3.3. The format of these
calculations (and results) should be consistent with that of the individual Form Sheets contained in Part IV
(Form Sheets) of the RFP.
The Commercial Form Sheet E Section 1, Section 2 and Section 3 should be an integral part of the
Bidder’s Model and should be constructed so that any change in the underlying assumptions of the
Bidder’s Model is automatically reflected in the Commercial Form Sheet E Section 1, Section 2 and Section
3. Commercial Form Sheet E Sections 1.0 to 1.2, 2.1 to 2.8 and 3.1 to 3.3 are included in Part V (Form
Sheets) of the RFP.
Should the Bidder wish to make any changes to the Form Sheets, it is required to submit a request for
clarification. Any such change to a Form Sheet shall require SEWA’s prior approval.
The Bidder should ensure that all cells within the above Form Sheets that are coloured yellow are correctly
linked to the Bidder’s Model.
The Bidder’s Model must be constructed in AED (calculations for construction, operations, financing,
accounting, tax, financial statements etc.) with a USD summary sheet. For avoidance of doubt, Bidder’s
Model should be submitted duly considering the inclusion of corporate income tax in the UAE.
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The Water output and capacities in the Bidder’s Model must be expressed in TIG and TIG/day.
The Bidder must provide a letter from a recognised financial model auditor as part of its Bid, which certifies
that the Bidder’s Model has been audited and that all calculations are correct and are compliant with
applicable accounting and tax regulations. The recognised financial model auditor is to be engaged by the
Bidder, at its own cost. The detailed scope of work and findings raised must be provided. This audit letter
must be based on the financial model effectively submitted on the Bid Submission Date as part of Bidder’s
proposal, and not on an earlier, outdated and unsubmitted version of the Financial Model, which in any
case may render the bid non-compliant.
5.2 Timing
The Bidder’s Model should be structured in such a way that the financial projections are shown on a monthly
basis up to PCOD.
After PCOD, forecasts should be made on a quarterly basis or semi-annual basis (to match the Senior Debt
repayment profile) with modelling periods set such that the first day of each Contract Year falls on the first
day of a modelling period.
The Bidder’s Model should aggregate (without the use of the Excel OFFSET function) the monthly
projections (i.e. those up to PCOD) into quarterly groupings such that all of the Bidder’s Model projections
are presented on a quarterly basis.
Please refer to Commercial Form Sheet E Section 1.0 for the Bidder’s Model starting date.
5.3 Assumptions and User Book

The Bidder shall supply detailed operating instructions and a detailed summary of the assumptions used in
the Bidder’s Model (the “Model Book”).
The operating instructions should include a summary of the layout of the Bidder’s Model and describe the
function and usage of any complicated features (such as calculation macros, complex formulae, instructions
for running sensitivities and, where applicable, instructions on how to switch between different cases saved
within the model). These operating instructions should describe in detail the procedure for resolving the
Bidder’s Model when undergoing a change in assumptions and how to run the sensitivities specified in the
relevant section below.
The Model Book must show in detail all relevant cost, technical, financial, macroeconomic, tax and
accounting assumptions including, where appropriate, support of explanation for such assumptions,
including all information required by Commercial Form Sheet D Section 5 (Model Book Requirements). The
Model Book should also include an explanation of how interest rate and exchange rates have been used in
the model, a definition of how the financial ratios are calculated (which must be consistent with the Financing
Term Sheet(s)) and an overview of the assumptions used in relation to tax and accounting.
The Bidder’s Model is required to adhere to best practice standards, which must include, but are not limited
to the following matters.
5.3.1 Efficiency and Accuracy

• Use of logical operators instead of complex nested IF functions. Formulae should be broken down into
simple steps making them easy to follow;
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• No “hard coding” except in input schedules or where such hard coding is exceptionally clear and in
formulae requiring a transformation in units. For example, dividing a figure by 24 to obtain a rate per
hour from a rate per day;
• All formulae to be accompanied by full description;

• Clear distinction between input, output and backing (calculation) schedules;
• No circular referencing paths; and
• No links to external data (i.e. other workbooks, files).
5.3.2 Consistency
• No change of formulae across columns (calculations should flow down and to the right);
• Consistent formatting;
• Columns to be consistent with respect to project periods from sheet to sheet; and
• Columns to be internally consistent within a row with respect to either monthly or quarterly periodicity
5.3.3 Flexibility
• Ability to run sensitivities as requested below in section 5.65.6;
• Ability to update economic or technical assumptions without detailed recoding; and
• Not operated on a “black box” principle (e.g. with overly complex calculation macros).
5.3.4 Ease of Audit
• Use of detailed notes where appropriate (for example to explain complex formulae);
• Break down of complex formulae into several discrete calculations over several rows so that they can
be followed logically on screen or on paper;
• No feedback from output or calculation schedules into input schedules;

• Input cells differentiated from calculation and output cells (for example through differing font colours);
• Macros only to be used where strictly necessary for the avoidance of circularities and to be as simple
as possible with all cells used in macros being clearly delineated;
• Each macro required for operation of the Bidder’s Model (including debt resizing and optimisation) must
be included with the Bidder’s Model in a format compatible with Microsoft Excel 2010 and should contain
detailed comments within each macro describing the actions of each line of code or group of lines of
code. The names of such macros should be descriptive. All macros should be described in detail in the
Model Book;
• Cells that import data from other sheets or calculations should not themselves include calculations;
• Cells that feed the financial statements should be highlighted;
• Financial statements should not include formulae other than mathematical signs;
• Worksheets containing key input, output and financial statements should be set up to print clearly and
legibly on A4 sized paper; and
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• The model, together with all sheets and cells within the model shall be unlocked and model functions,
formulae and linkages shall be operational. No part of the model, including macros, should be password
protected (unless the password is clearly provided for each level of protection), nor shall any sheets,
rows, columns or cells which contain inputs or calculations used in the model be hidden away from view
in any way.
5.3.5 User- friendliness

• Simple on-screen notes/ instructions;
• Adherence to international accounting standards for financial statements;
• No workbook, worksheet or visual basic module level password or time lock protection; and
• The Bidder’s Model should include a scenario control sheet and a summary sheet, where applicable.
• Include a glossary sheet that comprises the definitions/abbreviations of key terms used in the financial
model.
5.4 Required Outputs

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

• Profit and loss account;
• Balance sheet;
• Breakdown of operating costs;
• A detailed sources and uses of funds;
• Calculation of Service Payments;
• Funding schedules for each form of finance setting out drawdown, repayment amounts, interest
payments, distributions and timing;
• Schedule of equity rate of return as detailed in Section 5.55.5 (Required Return Analysis);
• Calculation to illustrate the level of indexation to be applied to the local and foreign portion of the
Capacity Payment and the Output Payment (as applicable) for currency exchange rate fluctuation in
accordance with the provisions in the Part 2(Indexation / Adjustment to Charge Rates) of Appendix G
(Calculation of Payment) of the WPA;
• All calculations required in accordance with the finance documents, including, but not limited to, the
Annual Debt Service Cover Ratio (for each period and in aggregate with minimum and average ratios)
and Debt Service Reserve Account; and
• A summary of other key outputs.

The required outputs shall be shown in both USD and AED.
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5.5 Required Return Analysis

The Bidder’s Model should, at a minimum, clearly show the following calculations of internal rates of
return (“IRR”):
• The Project IRR; and

• Each Consortium Member equity IRR;
• The equity IRR calculations above should be calculated:
o at the Company level;
o on a monthly basis prior to PCOD and quarterly/semi-annually thereafter;
o both on a nominal and real basis;; and
o the rate shall not be modified to reflect a reinvestment rate.
• The equity IRR calculations above must:

o base the distributions on the cash flows available for distribution from the Service Payments;
o include the success fee (if any); and
o not include any fee or distribution relating to unspent contingencies or cost underrun.
5.6 Required Sensitivities

The Bidder’s Model should allow for the following sensitivities to be tested, within reasonable
bounds:
• EPC cost overruns by 5%;
• O&M cost overruns by 10%;
• Increase / decrease in inflation by 100 bps;
• Increase in floating interest rates by 100 bps;
• Deterioration in terms relating to take-out of Short Term Finance Facilities;
• Change in USD/AED exchange rates by 10%;
• Increase/ decrease in the Electricity Price by 10%;
• Changes in specific power consumption;
• Delays in construction by 3 and 6 months;
• Delay in take-out of Short Term Finance Facilities;
• Reduction in availability by 5%; and

• Reduction in capacity by 5%.
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5.7 Evaluation
As part of its evaluation process, SEWA will use its own evaluation model. The analysis to be performed
by SEWA upon the Bidder’s Model will be supplementary to that conducted through SEWA’s own evaluation
model and SEWA may submit requests for clarification to resolve any discrepancies in results between the
Bidder’s Model and SEWA’s evaluation model.
5.8 Form Sheet Requirements

The following is an overview of the individual Form Sheets required to be completed as part of the Bid’s
financial submissions:
• Commercial Form Sheet E Section 1.0: General Assumptions;
• Commercial Form Sheet E Section 1.1: LC & Tariff;
• Commercial Form Sheet E Section 1.2: Project and O&M budget;
• Commercial Form Sheet E Section 2.1: Sources and Uses of funds;
• Commercial Form Sheet E Section 2.2: Debt financing. The information should match Commercial
Form Sheet D Section 1, Section 2 and Section 3;
• Commercial Form Sheet E Section 2.3: Equity financing. The information should match Commercial
Form Sheets D Section 1, Section 2 and Section 3;
• Commercial Form Sheet E Section 2.4: Notional Profiles;
• Commercial Form Sheet E Section 2.5: DSCR Calculation;
• Commercial Form Sheet E Section 2.6: Company’s facilities drawdowns during the construction period.
Construction drawdowns should match the sum of Debt and Equity Injection;
• Commercial Form Sheet E Section 2.7: Details of cost overrun funding;
• Commercial Form Sheet E Section 2.8: Financial and economic assumptions;
• Commercial Form Sheet E Section 3.1: Breakdown of Levelized Cost calculations;
• Commercial Form Sheet E Section 3.2: Outstanding Amount of Debt;
• Commercial Form Sheet E Section 3.3: Contracted Parameters;
• Commercial Form Sheet D Section 1 Bank Acknowledgement Letters for Senior Debt facilities which
must be completed by each Financing Party providing committed debt facilities. Each such Financing
Party must confirm, among other things:
o that all material issues relating to the Draft Project Agreements are identified in the mark-ups
provided as part of the Bid;
o the Financing Term Sheet contains all required material terms required by such Financing Party;
o it has reviewed the Bidder’s proposed Financing Plan (Commercial Form Sheet D Section 3) and
confirmed its view of the feasibility of such plan;
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o it has reviewed the Bidder’s interest rate assumptions and hedging policy and agrees with them;
and
o it is committed (subject to the terms and conditions outlined within the relevant Form Sheets) to
provide debt finance to the Company.
• Commercial Form Sheet D Section 2: Bank Acknowledgement Letters for Equity Bridge Loan facilities;
• Commercial Form Sheet D Section 3: An outline of the Bidder’s proposed Financing Plan;
• Commercial Form Sheet D Section 4: Commercial Insurance; and
• Commercial Form Sheet D Section 5: Model Book Requirements.
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6 Payment Structure
6.1 Introduction
The payment structure for the Project is divided into three (3) parts – Capacity Payments, Output Payments
and Supplemental Payments, which in combination determine the Service Payments.
The Capacity Payments are subject to deductions for underperformance.
The payment structure is described in more detail below and the relevant formulae are given in full in
Appendix G (Calculation of Payment) of the WPA provided in Part V (Draft Project Agreements) of this RFP.
The Bidder must include the Charge Rates to be included in Appendix G (Calculation of Payment) of the
WPA provided in Part V (Draft Project Agreements) of this RFP.
6.2 Payments
SEWA will make the following payments to the Company:
• Capacity Payments: in respect of Net Dependable Water Capacity of the Plant measured at the Water
Delivery Point . Bidders should note that the Net Dependable Water Capacity is measured at the Water
Delivery Point at the Site boundary and on the basis that the Plant is available even where the capability
to deliver Net Water Output at the Water Delivery Point is (in whole or in part) by means of discharge
to the Potable Water Storage Facilities;
• Output Payments, in respect of the Net Water Output delivered by the Company at the Water Delivery
Point and which are intended to cover variable O&M costs. As electricity required by the Company in
the process of producing water shall be supplied by SEWA, no separate electricity supply costs shall
be payable (subject to provisions of WPA); and
• Supplemental Payments: in respect of Net Water Output if SEWA decides, in its sole discretion, prior
to ICOD and EWP Supplemental Water Output if SEWA decides, in its sole discretion prior to PCOD.
6.2.1 Capacity Payments

The Capacity Payments are made up of the following components:
a. Component A: Capital Cost Recovery Payments in respect of the capital cost of the Project (Senior
Debt service, distributions to shareholders and taxes, levies and duties incurred); and
b. Component B: Fixed O&M Cost Recovery Payments in respect of the fixed O&M cost of the Project.
c. The above components are defined in Appendix G (Calculation of Payment) of the WPA provided in
Part V (Draft Project Agreements) of the RFP. The Capacity Payments are subject to deduction regime
as defined in Appendix G (Calculation of Payment) of the RFP.
6.2.2 Output Payments

The Output Payments are made up of the following components:
a. Component C: Electricity Consumption Payment in respect of the difference of the actual electricity
consumption of the Plant as compared to the projected electricity consumption; and
b. Component D: Variable O&M Cost Recovery Payments in respect of variable O&M costs of the Plant.
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The above components are defined in Appendix G (Calculation of Payment) of the WPA provided in Part V
(Draft Project Agreements) of the RFP.
The Bidder shall note that it may not propose an electricity consumption in excess of 15.4567 kWh per TIG
on an hourly basis including any alternate power sources, for any Contract Year.
6.2.3 Supplemental Payments

The Supplemental Payments are paid in respect of Net Water Output if SEWA decides, in its sole discretion,
prior to ICOD and EWP Supplemental Water Output if SEWA decides, in its sole discretion prior to PCOD.
The calculation of Supplemental Payments is specified in Appendix G (Calculation of Payment) of the WPA.
6.3 Price Indexation

As shown in the table below, specific components of the Capacity Payments and Output Payments are
subject to indexation under the WPA provided in Part V (Draft Project Agreements) of the RFP. Such
indexation is designed to protect the Company from unexpected price movements over the term of the
WPA.
The Bidder is required to propose a percentage of each of the relevant Charge Rates to be designated as
either foreign portions or local portions. The percentage will remain constant throughout the term of the
WPA.
The methodology to be used to determine the Levelized Cost will be based on calculating the net present
value using a 10% nominal discount rate in respect of both the foreign and the local portion of the Service
Payment.
The following components shall be subject to adjustment as shown below:
USD/AED US United Arab Emirates Electricity Price

exchange rate inflation inflation escalation
Component A
Foreign Portion Yes - - -
Local Portion - - - -
Component B
Foreign Portion Yes Yes - -
Local Portion - - Yes -
Component C - - - -
Component D
Foreign Portion Yes Yes - -
Local Portion - - Yes -
The Bidder shall note that no exchange rate indexation will be available, other than for the USD/AED
exchange rate.
Further detail on the indexation mechanism is included in Appendix G (Calculation of Payment) of the WPA
provided in Part V (Draft Project Agreements) of the RFP.
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6.4 Calculation of Payments

In addition to calculating the Charge Rates to be inserted in the WPA, the Bidder is required to calculate
the Levelized Cost for Water as per Commercial Form Sheet E Section 3.1 of Part IV (Form Sheets) of the
RFP. These calculations will be derived from:
• the payment calculation formulae detailed in Appendix G (Calculation of Payment) of the WPA provided
in Part V (Draft Project Agreements) of the RFP;
• the projected Net Dependable Water Capacity and Net Water Output for each year as set out in
Appendix G (Calculation of Payment) of the WPA provided in Part V (Draft Project Agreements) of the
RFP;
• the Bidder’s proposed Contracted Specific Net Electricity Consumption as set out in Appendix G
(Calculation of Payment) of the WPA provided in Part V (Draft Project Agreements) of the RFP. For
avoidance of doubt, Bidder is required to assume the electricity supply cost computed on the basis of
the Electricity Price and the Contracted Specific Net Electricity Consumption in line with Commercial
Form Sheet E Section 3.1 of Part IV (Form Sheets) of the RFP
• the Bidder’s proposed Charge Rates as set out in Appendix G (Calculation of Payment) of the WPA
provided in Part V (Draft Project Agreements) of the RFP; and
• the macroeconomic assumptions as stated in Section 9.5.29.5.2 (Assumptions for Calculations of

Required Values) of this Part I (Instructions to Bidders) of the RFP
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7 Other Commercial Requirements

7.1 Notice of Intention to Bid
The Bidder must notify SEWA, in writing, of its intention to bid and the proposed composition of its
Consortium (if applicable) by submitting a Letter of Intention no later than 09 May 2023, a form of which is
provided in Legal Form Sheet B Section 2 (Letter of Intention).
Any proposed changes to the Consortium structure or Consortium Members are subject to Section 7.37.3
(Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid Submission Date) of this Part I
The submission of a Letter of Intention is mandatory and failure to submit by the specified deadline may
rule the Bidder ineligible to submit a Bid.
7.2 Legal Form of the Bidder

The Bidder, and if the Bidder is a Consortium, each Consortium Member, must be a business entity duly
organised, existing, and registered and in good standing under the laws of its country of domicile.
No Consortium shall include a member that is a member (or an Affiliate of a member) of another Consortium
responding to this RFP.
The Bidder must have been issued with a NPQ, and in the case of a Consortium, the Consortium structure
must be in accordance with the terms of the NPQ.
Where the Bidder is a Consortium, it must furnish a certified copy of the consortium agreement signed by
all Consortium Members setting out:
o the expected ownership interest between the Consortium Members and the Developer Holding
Company;
o the role and responsibility of each Consortium Member;
o how the liabilities between the Consortium Members will be allocated;
o that the Lead Member is authorised to act and receive instructions on behalf of all the Consortium
Members and shall act as main point of contact and manager of the Consortium; and
o that the consortium agreement prevails over any preceding agreements between the Parties.
• The Bidder shall also provide powers of attorney authorizing the execution of the consortium agreement
which must be authenticated by the consular authorities outside of UAE and the necessary authorities
within UAE.
In the case of a Consortium:
• the Bidder must nominate a Lead Member as its main point of contact and manager of that Consortium.
The Lead Member shall:
o have received an NPQ authorising it to act as Lead Member;
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o be authorised to act, and receive instructions, on behalf of the Consortium either within the joint
venture or consortium agreement or otherwise, and evidence of such authorisation must be included
as part of the Bid; and
o take the lead in the Bid preparation and, if selected as a Shortlisted Bidder, negotiation of the Draft
Project Agreements.
• In circumstances where the Lead Member does not qualify as a Technical Member then the Bidder must
nominate a Technical Member. The Technical Member shall:
o have received an NPQ authorising it to act in such capacity; and
o be responsible for providing seawater RO technical expertise and knowledge on behalf of the Bidder
for the Project.
The Lead Member may be the same party as the Technical Member. If the Lead Member is the same party
as the Technical Member, it must have received a NPQ from SEWA recognising its standing as both the
Lead Member and the Technical Member.
If the Lead Member has not received a NPQ from SEWA, recognising its standing as both Lead Member
and Technical Member, then the Lead Member must partner with a suitable Technical Member.
The Lead Member must contribute and hold a minimum of 51% (fifty-one percentage) of the Equity in the
Consortium. A Technical Member must contribute and hold a minimum of 20% (twenty percentage) of the
Equity in the Consortium. Each Other Member of a Consortium, which is neither the Lead Member nor a
Technical Member, must contribute a minimum of 10% (ten percentage) of the Equity in the Consortium.
The SHA includes minimum periods for equity retention.
The forms included in Technical Form Sheet C Section 1 (Legal Form of Bidder) of Part IV (Form Sheets)
of the RFP and, in the case of a Consortium, Technical Form Sheet C Section 2 (Bidder Consortium) of
Part IV (Form Sheets) of the RFP, are to be completed by the Bidder and submitted as part of its Bid.
7.3 Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid
Submission Date
The Bidder shall ensure that there is no change in the beneficial ownership or shareholding of each
Consortium Member, or in the composition of the Consortium (if relevant), after the Bid Submission Date
without prior written approval of SEWA. Furthermore, SEWA shall in no way be obliged to grant such
approval. If Bidder intends to change the beneficial ownership or shareholding of each Consortium Member,
or in the composition of the Consortium between issuance of NPQ and Bid Submission Date, then they
should intimate such request along with Letter of Intention in line with Section 7.17.1 (Notice of Intention to
Bid). SEWA shall not be obliged to accept such request but also, shall not unreasonably withhold it.
The Bidder shall ensure that neither the EPC Contractor (or any member of the EPC consortium) nor the
O&M Contractor (or any member of a O&M consortium) may be changed after the Bid Submission Date,
without the prior consent of SEWA.
SEWA reserves the right to reject the Bid as non-compliant to the extent the Bidder fails to comply with the
restrictions under this section after the Bid Submission Date.
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7.4 Governing Laws

1. The WPA, WPA Direct Agreement, Musataha, Musataha Direct Agreement and Procurer Credit Support
shall be governed by and construed in accordance with the federal laws of the U.A.E. and the laws of
the Emirate of Sharjah.
7.5 Governing Language

English shall be the governing language for all Project Agreements.
7.6 Permits and License

It is the responsibility of the Successful Bidder to obtain all consents, permits and licences necessary to
implement and operate the Project and to ensure that the cost of procuring such consents, permits and
licences are included in its Bid. However, SEWA will co-operate with the Successful Bidder in the
identification of, and application for, such consents, permits and licences.
The time required to obtain the necessary approvals and to conduct all necessary studies that are
associated with the requirement must be taken into consideration by the Bidder.
7.7 Employment and Training of U.A.E. Nationals

It is the responsibility of the Successful Bidder to meet the requirements laid down under clause 10.5 of
the WPA covering employment and training of UAE nationals.
7.8 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:
• Prevalent laws in UAE;

• the WPA;
• Good Utility Practice; and
• the Financing Parties.
As a minimum, the insurance programme must meet or exceed the programme set out in Appendix E
(Schedule of Minimum Insurance Requirements) of the WPA. The Bidder is required to outline a summary
insurance programme as part of its Bid, in the form of Commercial Form Sheet D Section 4 (Commercial
Insurance) of Part IV of the RFP. The indicated cost of such insurance should be supported by an up-to-
date indicative quote from a reputable international insurance broker.
The Bidder should note the construction insurance coverage is to be procured by the earlier of
(i) commencement of construction on the Site and (ii) the Closing Date.
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7.9 Conflicts of Interest

If at any time prior to the date one (1) month prior to the Bid Submission Date, the Bidder discovers that it
has or may have a conflict of interest, it may notify SEWA accordingly and seek a waiver of such conflict of
interest from SEWA. SEWA may, in its absolute discretion (and with or without imposing conditions), agree
to waive a conflict of interest where in its opinion the conflict (after any conditions that it may impose) does
not present a threat to the fairness or transparency of the tender process. If a waiver is not granted, the
Bidder shall remove the conflict of interest and failure to do so may render any subsequent Bid to be
Materially Non-Compliant.
7.10 Cybersecurity Requirements

It is the responsibility of the Bidder to ensure its Bid is compliant with the latest cybersecurity requirements as detailed
out in Part II (Technical Specifications) of the RFP.
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8 Preparation and Delivery of the Bid

8.1 Compliance with Instructions
The objective of this RFP is to establish a single format to be followed by the Bidder to ensure a uniform
and fair evaluation of the Bid.
The Bidder must submit its Bid in accordance with the requirements of this RFP and complete all Form
Sheets and provide all information required under this RFP. The Bidder is permitted to provide additional
or supplementary information, data, descriptions, and explanations for the purposes of clarification of its
Bid.
The Bidder is required to indicate clearly and explain each and every deviation from the requirements or
instructions of the RFP, including the Technical Specifications in Part II of the RFP.
Mark-ups to the Draft Project Agreements, included in Part V of the RFP, must be provided in clean and
blackline drafts (in both PDF and MS-Word (compatible with MS Word 2010) formats), together with clear
explanations and rationale for each deviation in Legal Form Sheet B Section 4 (Amendments to Draft
Project Agreements) of Part IV (Form Sheets) of the RFP.
It should be clearly noted that no mark-up or deviation of/from the Technical Specifications or any of the
technical documents will be allowed. Any such mark-ups shall be treated as a non-responsive Bid. Any
technical queries should be raised as part of the Request for Clarification process only.
Any mark-up that is not supported by an explanation in Legal Form Sheet B Section 4 (Amendments to
Draft Project Agreements) of Part IV (Form Sheets) of the RFP will not be considered for review. SEWA
discourages any deviations and modifications from the requirements of the RFP and the provisions of the
Draft Project Agreements and will not consider any amendments to the Draft Project Agreements other
than limited ones related to specific technical or operational features of this Project.
Bids containing significant or material reservations or exceptions to the Draft Project Agreements are likely
to render a Bid to be deemed Materially Non-Compliant.
SEWA reserves the right to reject any Bid as Materially Non-Compliant at its sole discretion.
8.2 Request for Clarification

If the Bidder requires any clarifications on any section of this RFP or requires additional information, the
Bidder may, in writing, submit a request for clarification to SEWA.
Requests for clarification must be submitted to, and received by, SEWA no later than 20 November 2023.
Requests for clarification must be sent by e-mail in the format prescribed by Legal Form Sheet B Section 3
(Form of Request for Clarification) of Part IV (Form Sheets) of the RFP (compatible with MS Word 2010)
and addressed to:
Eng. Nouf Omar Aldhahri
Position: Head of Tender Unit, Purchase and Contracts Department,
Email: nouf.omar@sewa.gov.ae; purchase@sewa.gov.ae
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Cc:
Email: hadif.alteneiji@sewa.gov.ae
Position: Director of Procurement and Contracts Department, Sharjah Electricity, Water, and Gas
Authority (SEWA)
and
Email: umer.bhat@sewa.gov.ae
Position: Purchasing Specialist, Sharjah Electricity, Water, and Gas Authority (SEWA)
and
Email: AE-DLKPMG-SEWAHamriyahIWP@Kpmg.Com
KPMG Lower Gulf Limited (Lead and Financial Advisor)
and
Email: SEWA-IWP-TA@wsp.com
WSP Middle East Ltd (Technical Advisor)
and
Email: DLAP-SEWA-HIWP@dlapiper.com
DLA Piper Middle East LLP (Legal Advisor) SEWA will endeavor to respond to requests for clarification
within two (2) weeks after the corresponding date (as set out in Section 1.91.9 (Project Timetable)) of any
Clarification Round, with the exception of relevant holiday periods where a longer response time may be
necessary. To ensure equitable treatment for all Bidders, SEWA’s expectation is that replies will be issued
in the form of “common replies” issued to all Bidders.
Save for written responses from SEWA pursuant to this Section 8.28.2 (Request for Clarifications) of this
Part I (Instructions to Bidders) of the RFP, the Bidder may not rely on any other information, explanation,
or interpretations (whether written or oral) made by SEWA 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 two (2) weeks prior to the Bid Submission Date (other than the
Addendum issued in accordance with Section 4.3.14.3.1 relating to hedging), SEWA may amend or modify
the RFP in any respect through the issuance of one or more written addenda (each of which is an
“Addendum”) which, if issued, will be issued by SEWA to the Bidder.
8.4 Bid Conference, Site Visit, and Bid Costs

SEWA intends to schedule a bid conference and site visit, to be held in UAE, on 26 April 2023.
Prior to the Bid Submission Date, SEWA may require the Bidder to visit the Site to investigate and acquaint
themselves with the relevant conditions and circumstances. If required, the proposed arrangements for the
Site visit will be made available by SEWA.
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The Bidder may also request further access to the Site for the purposes of conducting its own studies and
investigations. Such requests should be made in writing to SEWA, who will endeavour to accommodate
such requests to the extent possible.
The Bidder will bear all costs and expenses associated with the preparation and submission of its Bid.
SEWA will under no circumstances be responsible or liable for any such costs or expenses, regardless of,
without limitation, the conduct by SEWA or outcome of the bidding, evaluation, and selection process.
8.5 Validity, Modification and Withdrawal

The Bid must remain valid for a period of twelve (12) months from the Bid Submission Date (the “Validity
Period”). A Bid submitted with a Validity Period shorter than twelve (12) months may be rejected by SEWA
as non-compliant. Similarly, a Bid including conditionality for project milestones, other than as outlined in
Section 1.91.9 (Project Timetable) of this Part I (Instructions to Bidders) of the RFP, may be rejected by
SEWA as non-compliant.
SEWA may, in writing, request the Bidder’s written consent to an extension of the Validity Period. The
Bidder may refuse to agree to the request without forfeiting its Bid Bond. If the Bidder agrees to such
request, its Bid Bond must be extended accordingly (on a day for day basis) and the Bidder will not be
required nor permitted to modify its Bid.
Once submitted, the Bid may not be otherwise modified or corrected. Withdrawal of the Bid at any time
during the Validity Period, other than pursuant to this Section 8.58.5 (Validity, Modification and Withdrawal)
of this Part I (Instructions to Bidders) of the RFP, will entitle SEWA to payment of the full amount of the Bid
Bond.
8.6 Confidentiality and Opening of Bids

The Bidder must treat all information provided with or pursuant to this RFP in accordance with the terms of
the non-disclosure agreement signed by it prior to receiving the RFP.
Save as may be required by law or by a court or governmental agency of competent jurisdiction or as set
out below, or as provided in Section 9.19.1 (Evaluation Methodology) of this Part I (Instructions to Bidders)
of the RFP, no information contained in or relating to the Bid will be disclosed to any persons not involved
in the process of examination, evaluation, recommendation or acceptance of the Bids.
Save as provided for in this Section 8.68.6 (Confidentiality and Opening of Bids) of this Part I (Instructions
to Bidders) of the RFP, no information relating to the clarification, determination of responsiveness,
evaluation and comparison of Bids and recommendations concerning the award of the Project will be
disclosed to Bidders or any other person not involved in such clarification, determination, evaluation,
comparison and recommendation, until the selection of the Shortlisted Bidders and then, at SEWA’s
discretion, only to the Shortlisted Bidders..
Any effort by the Bidder (or any local agent or representative) to influence SEWA or any of its officers,
representatives, employees or advisers, including the Advisers, during the process of clarification,
determination of responsiveness, evaluation and comparison of Bids, or in decisions concerning the award
of the Project, may result in the rejection of its Bid.
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Bids for which notices of withdrawal have been submitted in accordance with the provisions of Section
8.58.5 (Validity, Modification and Withdrawal) of this Part I (Instructions to Bidders) of the RFP will not be
opened by SEWA.
SEWA will not return the original or any copies of a Bid.
8.7 Bid Submission Requirements

8.7.1 Bid Submission
The Bidder is allowed to submit one Bid only and SEWA will not accept alternative bids from the Bidder.
The Bid and all related correspondence and documents must be in the English language.
The Bidder must deliver envelope (marked “Original Bid”) as detailed out in section 8.88.8 (Bid Documents)
to the following address:
The Chairman, Sharjah Electricity, Water, and Gas Authority (SEWA), Al Khan Area, Government
Departments Complex
The Bid must be received by SEWA at the address specified above between 0900 hrs and 1200 hrs, UAE
time, on the Bid Submission Date. SEWA may, at its sole discretion, extend this date by issuing an
Addendum. A Bid delivered by mail must be sent by registered mail or commercial air courier and must be
received by SEWA before indicated time on the Bid Submission Date.
No Bid will be accepted by SEWA after the indicated time on the Bid Submission Date.
The Bid must be sealed in one or more envelopes. Each envelope must be marked “Hamriyah 90 MIGD
IWP– [Bidder Name]”.
All documents comprising the Bid must be securely bound and will become the property of SEWA upon
submission
8.7.2 Letter of Conveyance

The Letter of Conveyance as provided in Legal Form Sheet A (Letter of Conveyance) of Part IV (Form
Sheets) of the RFP must be completed by the Bidder (and in the case of a Consortium, each Consortium
Member) without exceptions or alterations.
The Letter of Conveyance must be signed by a person(s) authorised to bind the Bidder to its Bid. If the Bid
is submitted by a Consortium, the person(s) authorised by the Lead Member to bind each member of the
Consortium must sign the Letter of Conveyance.
In each case, the valid power(s) of attorney authorising such person(s) to sign the Letter of Conveyance
must also be provided. Such power(s) of attorney should be fully legalised and authenticated by the
consular authorities of UAE outside UAE and the necessary authorities within UAE.
8.7.3 Bid Bond

The Bidder must provide a bid bond or bid bonds (the “Bid Bond”) in the aggregate amount of AED 36
million in the form of an irrevocable and unconditional guarantee, issued by a recognised bank or banks
domiciled and licensed to conduct business in UAE and acceptable to SEWA.
The Bidder should check with SEWA 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 the Validity Period and may be
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extended as detailed in Section 8.58.5 (Validity, Modification and Withdrawal) of this Part I (Instructions to
Bidders) of the RFP.
The Bid Bond will be returned to the Bidder within thirty (30) days of notification by SEWA that (i) such
Bidder has not been short-listed (whether as Preferred Bidder or Reserve Bidder), provided that the Bidder
has provided written confirmation in a format acceptable to SEWA that the Financing Parties supporting its
Bid have been released from their exclusivity obligations, or (ii) SEWA has decided that no Bid is to be
accepted.
If the Bidder has been selected as a Shortlisted Bidder, the Bid Bond will be retained and, if necessary,
extended at the Bidder’s expense until the Closing Date has been achieved under the WPA (note that the
Bid Bond of Reserve Bidders is expected to be retained by SEWA until the Closing Date has been achieved
by the Shortlisted Bidder).
The Bid Bond may be called for reasons including but not limited to:
a. If the Bidder is advised by SEWA that it is not a Shortlisted Bidder, and the Bidder does not permit its
Financing Parties to enter into discussions with the Shortlisted Bidders with a view to such Financing
Parties entering into agreements with the Shortlisted Bidders;
b. If a Bidder withdraws its Bid during the Validity Period or, if selected as the Preferred Bidder, it:
o refuses or fails to negotiate the Draft Project Agreements, including Part II (Technical Specifications)
of this RFP;
o refuses or fails to execute the Draft Project Agreements (including any direct agreements) in the form
agreed during negotiations; or
o refuses or fails to furnish the Development Security pursuant to the WPA.
8.8 Bid Documents

Bids shall be split into two sealed envelopes (one each for “Technical Proposal” and “Financial
Proposal”), as set out below. Technical Proposal may not contain any financial and cost information, which
shall be contained solely in the Financial Proposal. Non-compliance with this requirement may result in bids
being disqualified.
8.8.1 Technical Proposal

The Technical Proposal envelope shall include 3 sealed envelopes as follows:
a) USB containing original Technical Proposal (soft copy)
b) USB containing copy of Technical Proposal (soft copy)
c) Following original documents:
(1) Letter of Conveyance (Legal Form Sheet A) excluding Appendix A (original and soft
copy in the USB)
(2) Notarised and authenticated Power(s) of attorney as mentioned in Section 1 below;
(original and soft copy in the USB)
The Technical Proposal shall be split into sections (Volume I, II, III) as shown below:
Volume I:
Cover letter
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• Section 1:
o Letter of Conveyance (Legal Form Sheet A) excluding Appendix A. (original and soft copy in the
USB)
o Power(s) of attorney authorising the person(s) who signed the Letter of Conveyance to bind the
Bidder to the Bid, which power(s) of attorney shall be notarised and authenticated by the consular
authorities outside of UAE and the necessary authorities within UAE; (original and soft copy in
the USB)
• Section 2:
o Information regarding, as applicable, the Bidder’s organisation and each Consortium Member,
including:
 Details of the legal form of the Bidder (Technical Form Sheet C Section 1) and, if applicable, its
Consortium Members (Technical Form Sheet C Section 2); (soft copy)
 Copies of the organisational documents (e.g. memoranda and articles of association) and copies
of any partnership, consortium, joint venture and shareholders’ agreement in the case of a
Consortium, including evidence of the appointment of the Lead Member; and (soft copy)
 Completed forms regarding the legal status, eligibility and qualification of the EPC Contractor, the
O&M Contractor and the Owner’s Engineer (Technical Form Sheet C Section 3 to Section 9).
(soft copy)
Volume II
• Section 1:
o Clean and blackline copies of the WPA (in Microsoft Word Format) marked to show all proposed
modifications, if any, including explanations accordance with Section 3.23.2(Draft Project
Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal Form Sheet B Section 4 in
Microsoft Word Format) (soft copy)
o NOTE: copies of the WPA, as above, shall not include any financial and cost information for:
 The Development Security amount required in the definition of “Development Security” as
contained in Clause 1 (Definitions and Interpretation) of the Draft WPA (soft copy)
 The Rate of Liquidated Damages to be paid for each day of delay as outlined in Sub-clause 4.10
(Liquidated Damages for Delay) of the Draft WPA (soft copy)
 The Charge Rates set out in Part 1, Appendix G (Calculation of Payment) of the Draft WPA (soft
copy)
 The Maximum total Senior Debt Schedule set out in Appendix F (Consequences of Termination)
of the Draft WPA (soft copy)
o Inclusion of any financial or cost information as set out above may result in the bid being disqualified.
Excluded financial and cost information shall be captured in the relevant Commercial Form Sheet.
• Section 2:
o Clean and blackline copies of the Musataha Agreement (in Microsoft Word Format) marked to show
all proposed modifications, if any, including explanations accordance with Section 3.23.2 (Draft
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Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal Form Sheet B Section
4 in Microsoft Word Format) (soft copy)
• Section 3:
o Clean and blackline copies of the SHA (in Microsoft Word Format) marked to show all proposed
modifications, if any, including explanations accordance with Section 3.23.2 (Draft Project
Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal Form Sheet B Section 4 in
Microsoft Word Format) (soft copy)
• Section 4:
o The signed EPC Term Sheet (in Microsoft Word Format and signed PDF version), (including a list
of deviations from the key terms set out in Section 3.2.53.2.5 of the RFP Part I, if any, in Legal Form
Sheet B Section 4 in Microsoft Word Format) including the price, together with a copy of the draft
EPC Contract (in Microsoft Word Format) and other information required in accordance with Section
2.2.32.2.3 (Required Bid Information & Responsibilities) of this Part I (Instructions to Bidders) of the
RFP (in Microsoft Word Format) (soft copy)
• Section 5:
o The signed O&M Term Sheet (in Microsoft Word Format and signed PDF version), (including a list
of deviations from the key terms set out in Section 3.2.73.2.7 of the RFP Part I, if any, in Legal Form
Sheet B Section 4 in Microsoft Word Format)) and other information required in accordance with the
requirements of Section 2.4.32.4.3 (Required Bid Information) of this Part I (Instructions to Bidders)
of the RFP (in Microsoft Word Format) (soft copy)
Volume III
• Section 1:
o Clean copy of Part II (Technical Specifications) of the RFP, including explanations in accordance
with Section 9.3.39.3.3 (Technical Compliance Criteria) of this Part I (Instructions to Bidders) of the
RFP; (soft copy)
o Detailed technical information and description of the Project including all information, drawings,
diagrams and data in accordance with the description on site included Part II (Technical
Specifications) and conceptual layout included in Part III (Drawings & Diagrams) as well as all
Technical Form Sheet requirements contained in Part IV (Form Sheets) of the RFP; (soft copy)
o The technical proposal shall include a detailed electrical load list for the entire Plant, a detailed
proposal for any solar PV (if applicable), as well as details of all other operational consumables
(such as chemicals) and subsequent consumption rates and associated process flow diagrams and
mass balance calculations; (soft copy)
o Detailed technical information and description of the connection requirements to the water
transmission network including all information in accordance with the requirements of Part II
(Technical Specifications) of the RFP; (soft copy)
o Detailed technical information and description of the Electrical Special Facilities in accordance with
the requirements of Part II (Technical Specifications) as well as all Technical Form Sheet
requirements contained in Part IV (Form Sheets) of the RFP; (soft copy)
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o Returnable Technical Documents (Technical Form Sheet C Section 1 – Section 23); (soft copy)
and
o Technical Form Sheet C Section 24). (soft copy)
• Section 2:
o Proposed Project management programme during engineering, procurement and construction in
accordance with the requirements of Section 2.22.2 (Engineering, Procurement and Construction)
of this Part I (Instructions to Bidders) of the RFP (soft copy)
• Section 3:
o Draft scope of services for Owner’s Engineer and other related information in accordance with the
requirements of Section 2.52.5 (Owner’s Engineer and SEWA’s Engineer) of this Part I (Instructions
to Bidders) of the RFP (soft copy)
• Section 4:
o nationals employment and training in accordance with the requirements of Section 7.77.7
(Employment and Training of U.A.E. Nationals) (soft copy)
o Technical Form Sheet C Section 24). Technical Form Sheet C (Sections 10 – 22). Please include
in Volume III irrespective if this is duplicated in Volume I, II or IV (soft copy)
8.8.2 Financial Proposal

The Financial Proposal envelope shall include 3 sealed envelopes as follows:
a) USB containing original Financial Proposal (soft copy)
b) USB containing copy of Financial Proposal (soft copy)
c) Following original documents:
(1) Bid Bond (Legal Form Sheet B Section 1) (original and soft copy in the USB)
(2) Letter of Conveyance (Legal Form Sheet A) including Appendix A (original and soft
copy in the USB)
The Financial Proposal shall include Volume IV and V as shown below:

Volume IV
Cover letter
• Section 1:
o Letter of Conveyance (Legal Form Sheet A) including Appendix A. (original and soft copy in the
USB)
Volume V
• Section 1:
o Bank Acknowledgement Letter(s), accompanying Financing Term Sheet and Financing Plan
(Commercial Form Sheet D Section 1, Section 2 and Section 3). (in MS-Word (compatible with MS
Word 2010)) format and duly signed copy in PDF format). Also, if Bidder submits Financing Term
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Sheets from multiple supporting Financing Institutions and these Financing Term Sheets have
deviations from each other, in such case the Bidder is required to submit a comparison of the
Financing Term Sheets. (soft copy)
o Commercial Insurance (Commercial Form Sheet D Section 4). (soft copy)
• Section 2:
o Project cost estimates (Commercial Form Sheet E Section 1.1 and 1.2); (soft copy) and
o The proposed Charge Rates, Contracted Water Capacity, Projected Net Water Output and
Contracted Specific Net Electricity Consumption for payment calculation in accordance with
Appendix G (Calculation of Payment) of the WPA (Commercial Form Sheet E Section 3.1 and 3.3);
(soft copy)
o The Levelized Cost based on the evaluation conditions as set forth in Section 9.59.5 (Levelized Cost
Evaluation) of this Part I (Instructions to Bidders) of the RFP and Commercial Form Sheet E Section
3.1 of Part IV (Form Sheets) of the RFP; (soft copy)
o The Bidder’s Model and supporting explanations and assumptions in the Model Book as defined in
Section 55 (Bidder’s Model and Form Sheets) of this Part I (Instructions to Bidders) of the RFP,
including all information required by Commercial Form Sheet D Section 5 (Model Book
Requirements), on a separate USB drive; (soft copy)
o The letter from the financial model auditor, including the scope of work and the findings set out
therein (in MS-Word (compatible with MS Word 2010) format and duly signed copy in PDF format);
(soft copy)
o The soft copy of Commercial Form Sheet E Section 1, Commercial Form Sheet E Section 2 and
Commercial Form Sheet E Section 3 provided in Part IV (Form Sheets) of the RFP to be embedded
in the Bidder’s Model; and (soft copy)
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9 Proposals
9.1 Evaluation Methodology
SEWA shall conduct the Bid Evaluation in multiple stages:
9.1.1 Assessment of Completeness

All bids will be verified for completeness and SEWA may issue clarification requests requiring further
documents or information in accordance with the procedures described in Section 9.29.2 (Clarification of
Proposals) of this Part I (Instructions to Bidders) of the RFP.
9.1.2 Clarification
a. SEWA will undertake a detailed evaluation of all Bids in order to identify any Material Non-Compliances
or any other matters that require clarification.
b. SEWA may at any time issue further clarification requests in accordance with the procedures described
in Section 9.29.2 (Clarification of Proposals) of this Part I (Instructions to Bidders) of the RFP.
9.1.3 Evaluation
a. SEWA will undertake a detailed evaluation of all Bids in accordance with Section 9.59.5 (Levelised Cost
Evaluation) of this Part I (Instructions to Bidders) of the RFP.
b. The primary evaluation criteria SEWA will use in the ranking of compliant Bids is the Levelised Cost,
but SEWA may apply the Secondary Evaluation Criteria if in SEWA’s opinion the lowest Levelised Cost
are so close that it is reasonable to take account of the Secondary Evaluation Criteria.
9.1.4 Shortlisting
a. Upon completion of its evaluation (and clarification) process, SEWA may identify the Shortlisted Bidders
and a Preferred Bidder in accordance with Section 9.59.5 (Levelised Cost Evaluation) of this Part I
b. SEWA will not shortlist any Bidder whose bid, at the time of shortlisting, contains any Material Non-
Compliance.
9.1.5 LWC Read-Out

SEWA, at its sole discretion, may choose to publicly announce the Levelised Cost at a time deemed fit. The
fact that a Bidder's Levelised Cost are announced in this way is not an indication that such Bidder's Bid has
been found not to contain Material Non-Compliances. SEWA may, in its sole and absolute discretion, elect
not to announce the Levelised Cost of any Bid that has been found to contain any Material Non-
Compliances.
9.2 Clarification of Proposals

SEWA may request additional information, clarifications, and verifications from the Bidder with respect to
any item contained in its Bid. The Bidder is required to respond in writing to any such request within five (5)
days unless specified otherwise in the request.
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To assist in the examination, evaluation, and comparison of Bids, SEWA may also require the Bidder to
attend clarification meetings at SEWA’s offices in Sharjah or at an alternative location, as deemed fit by
SEWA.
During the evaluation process:
• no change with respect to the Levelised Cost will be sought, offered or permitted;
• no negotiations on price shall be conducted;
• the correction of mathematical errors shall be permitted provided these do not change the Levelised
Cost; and
• Bidders may be permitted to modify or withdraw qualifications or mark-ups of the Project Agreements
provided there is no impact on the Levelised Cost.
The Bidder is responsible for all costs associated with the preparation and submission of any additional
information requested by SEWA and attendance at any clarification meetings.
Any request for clarification and response must be provided in writing. The conclusion of any meetings with
Bidders will be recorded in writing.
9.3 Compliance Criteria

At this first evaluation stage, the Bid will be assessed in order to determine whether it is “materially
compliant” and meets the Compliance Criteria as set out in this Section 9.39.3 (Compliance Criteria) of this
Part I (Instructions to Bidders) of the RFP.
In order to be eligible to be evaluated under the Second Evaluation Stage, the Bid is required to be
“materially compliant” and meet or exceed the Compliance Criteria.
The concepts of “materiality” and “immateriality” are defined in line with the OECD Principles:
• Material non-compliance – non-compliance with fundamental requirements - non-compliance with

fundamental procedural requirements, specifications and other fundamental substantive requirements,
must, as a general rule, result in the rejection of non-compliant bids. It is against the principle of equal
treatment to accept bids that do not comply with such requirements; and
• Immaterial non-compliance – non-compliance with non-fundamental requirements - generally

speaking, non-compliance with non-fundamental substantive requirements would not constitute a
reason for the rejection of a bid, but would instead lead to a request for clarification.
A Bid will be considered “materially compliant” only if:
• it is in substantial conformity, both as to form and substance, with all of the technical, commercial, legal
and financial requirements of the RFP; and
• it otherwise contains all the information required to be provided by the Bidder as stated in the RFP.
The Compliance Criteria are divided into the following categories:
1. Financial Compliance Criteria;
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2. Legal Compliance Criteria; and

3. Technical Compliance Criteria.
9.3.1 Financial Compliance Criteria
In order to pass the threshold requirements for compliance with the financial criteria, the Financial Adviser
will assess:
• the accuracy of the workings and outputs from the Bidder’s Model, consistency of the technical and
costing information with the technical sections of the Bid and the reasonableness of the financial
assumptions used in the Bidder’s Model;
• consistency of the Levelised Cost output from the Bidder’s Model when compared with SEWA’s
evaluation model, referred to in Section 5.35.3 (Assumptions and User Book) of this Part I (Instructions
to Bidders) of the RFP;
• compliance of the Bidder’s Model with best practice standards, as set out in Section 5.35.3
(Assumptions and User Book) of this Part I (Instructions to Bidders) of the RFP;
• the letter from the financial model auditor, including the scope of work and the findings set out therein;
• compliance with the minimum level of Committed Funding;
• the reasonableness of the terms and conditions of the Committed Funding;
• the degree of commitment of the Financing Parties in respect of the Committed Funding;
• the completeness of the supporting Financing Term Sheets;
• the achievability of the proposed Financing Plan;
• the likelihood of delivery of Bidder’s proposed Financing Plan within timeframes indicated in the
proposed Implementation Schedule;
• the appropriateness and completeness of the proposed commercial insurance; and
• finance-related mark-ups to the Project Agreements.
9.3.2 Legal Compliance Criteria

In order to pass the threshold requirements for compliance with the legal criteria, the Legal Adviser will
assess:
• the terms and conditions of the Committed Funding and the degree of commitment of the financing
parties shown in providing such facilities;
• the mark-ups to the Draft Project Agreements; and
• the legal status of the EPC Contractor and the O&M Contractor, if any.
9.3.3 Technical Compliance Criteria

In order to pass the threshold requirements for compliance with the technical criteria, the Technical Adviser
will assess:
• the eligibility and qualification of the EPC Contractor and the O&M Contractor;
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• compliance with the minimum requirements in terms of functional and performance specifications, as
set out in section 9.3.3.19.3.3.1 below;
• confirm the inclusion of efficiency considerations, as set out in section 9.3.3.29.3.3.2 below;
9.3.3.1 Compliance with the minimum functional and performance specifications
This section of the technical compliance criteria will be used to determine whether the Bid is suitable and
deemed compliant in terms of the prescribed minimal functional and performance criteria and to establish
the technical suitability of the Bid.
A: Technical Compliance & Suitability Criteria
No. Description Compliance Detail to be evaluated
Suitable relevant project experience

with specific details of the EPC and Confirm whether experience and team
A1 O&M contractors and their [Y/N] qualifications are deemed to be suitable
experience as well as team and sufficient to the Hamriyah IWP
qualifications
Address minimum compliance criteria

and key focus on efficiency criteria.
Suitable & Innovative Project
A2 [Y/N] Confirmation of design criteria and
Methodology/Approach
innovative solutions used. Maximum 3
page approach paper.
Implementation Schedule suitable

Realistic & detailed program to achieve
to achieve Scheduled Initial
Scheduled Initial Commercial Operation
A3 Commercial Operation Dates and [Y/N]
Dates and Scheduled Project
Scheduled Project Commercial
Commercial Operation Date
Operation Date
Suitable design & treatment

technology (incl. relevant process Confirmation of compliance with
A4 and other guarantees to confirm [Y/N] performance specifications. Risk
compliance with design basis and assessment & redundancy included, etc.
performance specifications)
Adequate Quality Control system &

ISO accreditation and/or 1 page
A5 procedures (incl. sub-contractors [Y/N]
approach/Project Quality Plan
and suppliers)
Adequate Health & Safety system & ISO accreditation and/or 1 page
procedures (incl. sub-contractors approach/H&S plan and 1 page
A6 [Y/N]
and suppliers) and Environmental approach/EMP. Indication of ESIA
Management Plan & procedures process in program
Adequate Management, Operation

& Maintenance Plan & procedures 3 page approach paper/O&M Plan (incl.
A7 [Y/N]
(incl. Asset Management System + asset management)
risk management)
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B: Key Technical Evaluation Criteria and Process & Performance Guarantee

Bidders are required to provide a detailed summary and references to technical proposal requirements as
per Technical Form Sheet C Section 22 (Part IV of the RFP). This should also provide Bidders an indication
of the most significant technical evaluation considerations. Further to the above, all Bidders shall submit a
signed Process & Performance Guarantee and supporting documentation as per Technical Form Sheet C
Section 21 (Part IV of the RFP) which is fully compliant and without amendment. This shall be considered
critical to confirm technical compliance and ensure a technical responsive bid which can be evaluated on
an equal basis.
9.3.3.2 Compliance with efficiency considerations

This section of the technical compliance criteria will be used to measure the technical efficiency criteria for
the Bid. The technical efficiency criteria provide a measure and confirmation of innovative and optimum
solutions offered which is beneficial to the efficiency of the overall Project.
Description Measure Method
Guaranteed Contracted Specific Net kWh/TIG Total projected electricity

Electrical Energy Consumption for the Plant consumption divided by total water
production
Guaranteed overall plant availability average % /period Total plant availability on a daily
basis and annual average
Guaranteed overall potable water storage % compliance Total plant availability on and
availability annual average
Guaranteed Potable Water quality % compliance Total % compliance with Potable

compliance within Design & Technical Limits Water Quality Specifications
measured on an hourly basis,
supported by a fully compliant
Process Guarantee/s
SWRO Plant Guaranteed Recovery Rate % Potable Water divided by total

intake water volume as a
percentage
Total plant carbon footprint tCO2e Total carbon footprint of the IWP
measured in tonnes of carbon
dioxide equivalent
Compliant performance guarantees [Y/N] Process and performance

guarantees in compliance with the
performance specifications and
relevant regulatory requirements
Page | 89
9.4 Responsiveness and Rejection of Bids

SEWA reserves its absolute right to accept or reject any Bid or to annul or cancel the bidding process and
reject all Bids at any time without any liability to the Bidder or any other party and without any obligation to
inform the Bidder of the grounds for its action.
SEWA is not bound to accept the lowest priced Bid.
Amongst other reasons, a Bid may be deemed Materially Non-Compliant and/or rejected by SEWA if the
Bidder:
• Fails to submit a signed Letter of Conveyance and powers of attorney, in the form and in accordance
with the requirements of Legal Form Sheet A and Section 8.7.28.7.2 (Letter of Conveyance) of this Part
I (Instructions to Bidders) of the RFP;
• Fails to submit the Bid Bond in the form and in accordance with the requirements of Legal Form Sheet
B Section 1 and Section 8.7.38.7.3 (Bid Bond) of this Part I (Instructions to Bidders) of the RFP;
• Fails to submit the required Bank Acknowledgement Letters and accompanying term sheets, in the
form and in accordance with Commercial Form Sheet D Section 1 and Section 2 as required by Section
8.88.8 (Bid Documents) of this Part I (Instructions to Bidders) of the RFP;
• Fails to provide information on the Bidder's organisation as required by Section 7.27.2 (Legal Form of
Bidder) of this Part I (Instructions to Bidders) of the RFP;
• Fails to comply with the procedures outlined in Section 88 (Preparation and Delivery of the Bid) of this
Part I (Instructions to Bidders) of the RFP for preparation and submission of the Bid;
• Does not submit the required IRR calculations in accordance with Section 5.55.5 (Required Return
Analysis) of this Part I (Instructions to Bidders) of the RFP;
• Does not submit a calculation of the Levelised Cost in accordance with Section 9.59.5 (Levelised Cost
Evaluation) of this Part I (Instructions to Bidders) of the RFP and Commercial Form Sheet E Section
3.1;
• Does not submit the Charge Rates for the calculation of payment in accordance with Commercial Form
Sheet E Section 1.1;
• Fails to provide the Total Project Costs and the detailed breakdown of all required costs and financial
data in accordance with Section 9.59.5 (Levelised Cost Evaluation) of this Part I (Instructions to
Bidders) of the RFP and Commercial Form Sheet E Section 1.2;
• Proposes, through mark-ups or reservations, substantial or material departures from the terms or
conditions of any of the Draft Project Agreements;
• Proposes, through mark-ups or reservations, any departures from the Technical Specifications
provided in Part II of the RFP;
• Proposes using any area of land beyond the boundaries of the Site;
• Fails to submit the data required for completion of Appendix J (Inspection, Start Up Testing,
Commissioning and Net Dependable Capacity Testing) of the WPA;
Page | 90
• Fails to submit a signed and binding priced EPC Term Sheet or a draft EPC Contract, including all
required technical and commercial information, as required by Section 3.23.2 (Draft Project
Agreements) of this Part I (Instructions to Bidders) of the RFP;
• Fails to submit a priced, signed and binding O&M Term Sheet, including all required technical and
commercial information, as required by Section 3.23.2 (Draft Project Agreements) of this Part I
(Instructions to Bidders) of the RFP. Details regarding involvement of the Lead Member and Technical
Member in the O&M services for the Project would need to be provided;
• Fails to prove the eligibility of the EPC Contractor in accordance with Section 2.2.22.2.2 (Eligibility and
Qualifications Criteria for the EPC Contractor) of this Part I (Instructions to Bidders) of the RFP and
provide the information required in Technical Form Sheet C Section 3 and Section 4;
• Fails to prove the eligibility of the O&M Contractor in accordance with Section 2.4.12.4.1 (Eligibility and
Qualification Criteria for the O&M Contractor) of this Part I (Instructions to Bidders) of the RFP provide
the information required in Technical Form Sheet C Section 5 and Section 6;
• Fails to provide adequate main equipment supply references as required by Section 8.88.8 (Bid
Documents) of this Part I (Instructions to Bidders) of the RFP;
• Proposes a technical solution omitting any requirement of Part II (Technical Specifications), Part III and
the technical appendices to the WPA;
• Fails to submit any of the technical information as required in Technical Form Sheet C Section 10 to
22;
• Proposes a Scheduled ICOD that is later than 01 January 2027 or proposes a Scheduled PCOD that
is later than 01 January 2028;
• Fails to comply with Section 4.2.34.2.3 (Requirements from the Bidder: Senior Debt Finance) of this
Part I (Instructions to Bidders) of the RFP in relation to financing commitments including, but not limited
to, requirements for Committed Funding;
• Fails to adhere to best practice standards in preparing the Bidder’s Model as specified in Section 5.35.3
(Assumptions and User Book) of this Part I (Instructions to Bidders) of the RFP;
• Fails to submit the proposed programme for Project management during engineering, procurement and
construction in accordance with the requirements of Section 2.22.2 (Engineering Procurement and
Construction) of this Part I (Instructions to Bidders) of the RFP;
• Fails to submit a draft programme for the employment and training of UAE citizens, as required under
Section 7.77.7 of this Part I (Instructions to Bidders) of the RFP;
• Enters into an exclusivity arrangement with a supplier of the main equipment, which prohibits the
relevant supplier to propose its equipment to other Bidders; and
• Fails to provide a letter from recognised financial model auditor, which certifies that the Bidder’s Model
has been audited and that all calculations are correct and are compliant with applicable accounting and
tax regulations.
Page | 91
9.5 Levelized Cost Evaluation

9.5.1 Methodology
The Levelised Cost (or “LC”) shall be calculated in accordance with the formulae set out in Section
9.5.39.5.3 (Determination of the Levelised Cost) of this Part I (Instructions to Bidders) of the RFP, the
Levelised Cost, will serve as the single price criterion for the evaluation of the Bids. The formulae take
account of the differing Charge Rates offered by all Bidders. The Levelised Cost is calculated solely for the
purpose of the evaluation and comparison of Bids and does not represent the actual payments that will be
made by SEWA to the Company.
To standardise the calculation of the Levelised Cost, the Bidder is required to complete Commercial Form
Sheet E Section 1.1 using the underlying assumptions as set out in the Section 9.5.29.5.2 Assumptions for
Calculations of Required Values) of this Part I (Instructions to Bidders) of the RFP
9.5.2 Assumptions for Calculation of Required Values

Total Payments under the WPA as defined in Section 9.5.39.5.3 (Determination of the Levelised Cost) of
this Part I (Instructions to Bidders) of the RFP will be calculated using the formulae outlined below, the
payment calculation formulas set out in Appendix G of the WPA provided in Part V (Draft Project
Agreements) of the RFP and the Charge Rates proposed by the Bidder. For explicit clarity, Charge Rates
set out in the calculations below are measured exclusive of VAT and will need to be the same as provided
in Commercial Formsheet E and the Bidder’s financial model.
Indexation of Charge Rates and the relevant costs will be calculated in accordance with the mechanisms
detailed in Part 2 to Appendix G of the WPA provided in Part V (Draft Project Agreements) of the RFP,
based on the following assumptions:
i. Growth rate of Consumer Price Index of UAE: 2% p.a.
ii. Growth rate of US Producer Price Index: 2% p.a.
iii. Growth rate of Electricity Price: Not Applicable
iv. Exchange rate fluctuation ($: USD UAE): 0% p.a.
(i.e. constant exchange rates)
The effective value of the above indices (or in the case of the Electricity Price the reference price below) as
at 14 December 2023 shall be considered to be the reference indices. Save for the adjustment made
pursuant to Section 4.3.34.3.3 (Adjustment to Charge Rates) of this Part I (Instructions to Bidders) of the
RFP, the Charge Rates and Electricity Prices will be adjusted for the first time on ICOD and after that on
each anniversary of that date.
The following reference values as at 14 December 2023 will be used for evaluation (and should be assumed
in the Bidder’s Model):
(i) Reference exchange rate: 1 USD = AED 3.6725
(ii) Electricity Price: AED 0.30/ kWh
To calculate the Contracted Specific Net Electricity Consumption in Section 9.5.39.5.3 (Determination of
the Levelised Cost) of this Part I (Instructions to Bidders) of the RFP that is assumed to be dispatched in
Contract Year n, the Bidder should assume 100% dispatch of the Plant and average site conditions.
Page | 92
9.5.3 Determination of the Levelized Cost

The Levelised Cost will be calculated as the ratio of the net present value of the Total Service Payments
(“TOSP”) to the net present value of the corresponding Net Water Output (“NPVW”) starting from the ICOD
and extending to the end of the term of the WPA, assuming average site conditions and 100% dispatch:
𝑻𝑶𝑺𝑷
𝑳𝑪 =
𝑵𝑷𝑽𝑾
Where:
LC = Levelised Cost (AED/TIG)
TOSP = Net present value of Total Service Payments (in AED)
NPVW = Net present value of the Net Water Output (assuming 100% dispatch) (in TIG)
TOSP will be calculated as the net present value of the annual payments in the Contract Years during the
term of the WPA:
𝟑𝟎
𝑻𝑷𝑾𝒎 𝑻𝑷𝑾𝒏
𝑻𝑶𝑺𝑷 = 𝒎𝒄 + 𝒏𝒄
(𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓 𝒏 𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓
Where:
TOSP = Net present value of Total Service Payments (in AED)
TPWm = Total Service Payments during Early Contract Period (in AED)
TPWn = Total Service Payments in Contract Years (in AED)
m = Early Contract Period
n = Contract Year (1, 2, 3,…30)
r = Annual discount rate (=10%)
mc = Number of days between ICOD and the mid-period date for Early Contract Period
m
nc = Number of days between ICOD and the mid-period date for Contract Year n
The Total Service Payments (“TPWn”) for each Contract Year will be calculated as follows:
𝑻𝑷𝑾𝒏 = 𝑨𝑾𝒏 + 𝑩𝑾𝒏 + 𝑬𝑾𝒏 + 𝑫𝑾𝒏
Page | 93
Where:
TPWn = Total Service Payments in Contract Years (in AED)
AWn = Capital Cost Payment (in AED) in Contract Year n in accordance with Appendix G
of the WPA
BWn = Fixed Operation and Maintenance Payment (in AED) in Contract Year n in
accordance with Appendix G of the WPA
EWn = Electricity Costs (in AED) in Contract Year n in line with Commercial Form Sheet
E Section 3.1 of Part IV (Form Sheets) of the RFP6
DWn = Variable Operation and Maintenance Payment (in AED) in Contract Year n in
accordance with Appendix G of the WPA
All calculated in accordance with Commercial Form Sheet E Section 3.1 (Levelised Costs) of Part IV
of the RFP
The NPVW assumed to be dispatched during the term of the WPA will be calculated as follows:
𝟑𝟎
𝑾𝒂𝒎 𝑾𝒂𝒏
𝑵𝑷𝑽𝑾 = 𝒎𝒄 + 𝒏𝒄
(𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓 𝒏 𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓
Where:
NPVW = Net present value of Total Net Water Output (assuming 100% dispatch) (in TIG)
Wam = Net Water Output (assuming 100% dispatch) (in TIG) during Early Contract
Period m
Wan = Net Water Output (assuming 100% dispatch) (in TIG) in any Contract Year n
m = Early Contract Period
n = Contract Year (1, 2, 3,… 30)
r = Annual discount rate (=10%)
mc = Number of days between ICOD and the mid-period date for Early Contract Period
m
nc = Number of days between ICOD and the mid-period date for Contract Year n
6 For avoidance of doubt, Electricity Costs would be computed strictly as per Commercial Form Sheet E
Section 3.1 of Part IV (Form Sheets) for the purpose of evaluation only. The actual Electricity
Consumption Payment would be as defined in Appendix G (Calculation of Payment) to the WPA
Page | 94
9.6 Secondary Evaluation Criteria

9.6.1 Application
In the event that following the determination of the Levelised Cost for the Bids, in SEWA’s opinion if the
lowest Levelised Cost are considerably close that may reasonably warrant to take into account Secondary
Evaluation Criteria, SEWA may apply the Secondary Evaluation Criteria in order to determine which Bidders
to shortlist and appoint as Preferred and Reserve Bidders.
9.6.2 Criteria
The Secondary Evaluation Criteria are as follows:
a. the extent of Bidder mark-ups of the Draft Project Agreements and the degree of risk transfer proposed
by the Bidders as compared to the Draft Project Agreements issued with this RFP;
b. the Bidders' proposed Contracted Specific Net Electricity Consumption, having regard to both the level
proposed and its likely achievability;
c. Comprehensiveness and completeness of EPC and O&M arrangements;
d. Level of any uncertainty in respect of the Project Implementation Schedule; and
e. Ability to achieve timely closure of financing (including assessment of the level of outstanding due
diligence issues and level of commitments obtained).
9.7 Notification of Selection

9.7.1 Notification of Shortlisted Bidders
a. SEWA intends to shortlist and notify one or more Bidders (the “Shortlisted Bidders”). These
Shortlisted Bidders must acknowledge receipt of this notification, in writing, within one (1) week from
the date of issuance thereof.
b. SEWA may choose to select one of these Shortlisted Bidders as the “Preferred Bidder” and to select
one or more of these Shortlisted Bidders as “Reserve Bidder(s)”. SEWA may proceed to clarify and
negotiate any outstanding issues with the Preferred Bidder and (at SEWA’s discretion) any Reserve
Bidders.
c. Following selection of the Successful Bidder, SEWA may require each Shortlisted Bidder to procure
confirmation from ECAs as per Section 4.2.34.2.3 (Requirements from the Bidder: Senior Debt
Finance) of this Part I (Instructions to Bidders) of the RFP in order to give SEWA additional comfort that
if the Shortlisted Bidder was selected as the Successful Bidder it would be able to achieve the Closing
Date in accordance with their proposed Implementation Schedule.
9.7.2 Notification of Unsuccessful Bidders

In parallel with the selection of the Shortlisted Bidders, SEWA will advise unsuccessful Bidders of the
outcome of their Bids.
Upon this notification, such unsuccessful Bidders must confirm they have released their Financing Parties
from any obligations they have towards the unsuccessful Bidder and, following the receipt of such
confirmation, SEWA shall return the unsuccessful Bidders’ Bid Bonds.
Page | 95
9.7.3 Notification and Execution of the Draft Project Agreements

Following completion of negotiations with the Preferred Bidder (and any Reserve Bidders with whom SEWA
chooses to negotiate), SEWA will select one of the Shortlisted Bidders as the “Successful Bidder” and
proceed to execute the required agreements with this Bidder within their proposed Implementation
Schedule.
Upon selection, the Successful Bidder must promptly commence, in good faith, negotiations with SEWA
and seek to agree and execute the Draft Project Agreements promptly and, thereafter, to satisfy all
conditions precedent to the Closing Date in order that construction of the Project may commence in
accordance with the Implementation Schedule.
Following the selection of the Successful Bidder, SEWA may keep the Bids of the Reserve Bidders open
for detailed discussions and negotiations until the signature of the WPA.
Should the Successful Bidder incorporate the Developer Holding Company or the Company in time, the
WPA may be signed by SEWA and either of such entities.
The Successful Bidder will be responsible for any costs or expenses incurred by it in the negotiation and
execution of the Draft Project Agreements and for achieving Financial Closing in accordance with the
Implementation Schedule. SEWA will be under no obligation to reimburse the Successful Bidder, or any
Reserve Bidder, for any costs or expenses.
9.7.4 Development Security

On or before the signature of the WPA, the Successful Bidder must deliver to SEWA the Development
Security in the amount of ten percent (10%) of the EPC Contract Price and in the form specified in Appendix
K (Form of Development Security) of the draft WPA provided in Part V (Draft Project Agreements) of the
RFP. The Development Security is required to be in place until the expiry of a period of 365 days from
PCOD as security for potential costs and damages incurred by SEWA, including as a result of:
• the Company failing to achieve the Closing Date by the date specified therefore under the WPA;
• the Company failing to pay any liquidated damages payable by the Company pursuant to the terms of
the WPA;
• the Company abandoning the Project;

• the Company not complying with its insurance obligations under the WPA;
• a Company event of default occurring under the WPA; or
• SEWA giving notice to the Company to extend the duration of the Development Security and the
Company failing to do so within the earlier of fourteen (14) days of said notice or thirty (30) days prior to
the expiration date of the Development Security.
The cost for issuing and maintaining the Development Security shall be for the account of the Successful
Bidder. If the Successful Bidder fails to comply with the procedures outlined herein for furnishing the
Development Security, the Successful Bidder’s Bid Bond will be forfeited.
Page | 96

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Addendum 4 5 – dated [ ]

90 MIGD Independent Water Plant at

Request for Proposal

Issue Date: 03-04-2023

Bid Submission Date: 14-12-2023

2.5 Owner’s Engineer and SEWA’s Engineer ........................................................................................... 33

5.1 General ........................................................................................................................................... 6261

8.2 Request for Clarification.................................................................................................................. 7675

9.7.2 Notification of Unsuccessful Bidders ............................................................................................. 9594

Has the meaning given to it in Section 4.1.24.1.2(Development Costs) of Part I

(a) Legal Form Sheet; or

In this RFP, except where the context otherwise requires:

 develop the water production systems;

• Part II: Technical Specifications;

1.2 Project Overview

Successful Bidder, through the Developer Holding Company 45%

1.3 Additional Request for Information

Eng. Nouf Omar Aldhahri

Position: Head of Tender Unit, Purchase and Contracts Department,

Email: nouf.omar@sewa.gov.ae; purchase@sewa.gov.ae

KPMG Lower Gulf Limited (Lead and Financial Advisor)

WSP Middle East Ltd (Technical Advisor)

DLA Piper Middle East LLP (Legal Advisor)

1.4 Technical Overview

1.4.1 Company’s Responsibility

1.4.2 The Plant Site

Figure [ ]: Site Location Plan

1.4.3 Capacity and Main Design Features

The Project shall comprise, inter alia:

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

1.4.4 Power Supply

1.4.5 Environmental Matters

1.5 Contractual structure

1.5.2 Key Commercial Project Agreements

The Company will enter into the following contractual agreements:

WPA Direct Agreement Financing Parties, Company and SEWA

1.6 Project Parties

1.6.2 Sharjah Finance Department (SFD)

1.7 Financing Structure

1.8 Payment Structure

1.9 Project Timetable

No. Description Date

2 To be proposed by Bidders in their Project Implementation Schedule.

The main Plant features are expected to include at a minimum:

• Existing seawater intake system civil structure;

• Existing outfall system;

• Post treatment system;

• Chemical dosing system;

• Wastewater and sludge treatment

• Wastewater handling & disposal

• Power supply and supporting generator system (essential services); and

• Metering & monitoring systems.

• Technical description of the scope of works;

• Technical data & design basis;

• Infrastructure & utility interfaces;

• Performance specification, compliance monitoring & testing procedures;

• Functional Technical Specifications & standards;

• Management, Operation & Maintenance requirements;

• Health & Safety requirements;