Request for Expression of Interest Development of Independent Water Project at Wadi Dayqah, Oman

Oman Oman Power and Water Procurement Company SAOC

16 April 2019

PricewaterhouseCoopers

Dentons

Artelia

1

DisclaimerThe information contained in this Request for EOI is for illustrative and indicative purposes only. Respondents should make their own evaluation and form their own conclusions as to the Project. Each respondent shall be solely responsible for satisfying itself in respect of the information it requires to submit an EOI for the Project.

Whilst the information contained in this Request for EOI has been prepared in good faith, it does not purport to be comprehensive nor does it purport to have been independently verified. Neither OPWP, nor its respective directors, officers, members, employees, agents or advisers make any express or implied representation or warranty with respect to the veracity, adequacy, accuracy, reasonableness or completeness of the information contained in this Request for EOI or with respect to the information on which it is based or in respect to any written or oral information or representation given or made, or to be given or made, by OPWP or any of its advisers to any company or to its professional advisers, whether given or made prior to or after the issue of this Request for EOI (collectively, the “Information”).

OPWP and its advisors hereby expressly disclaim any and all liability (other than in respect of fraudulent misrepresentation) arising out of or in relation to the Information (including in relation to any omissions therefrom) and in respect of the use of and/or reliance on such Information by applicants and/or their advisors.

The content of this Request for EOI does not constitute an offer in relation to the Project. This Request for EOI does not, nor does it purport to, commit or bind OPWP in any manner whatsoever to proceed to the RFQ stage or the RFP stage or to the awarding of any contract.

OPWP reserves the right, in its sole and absolute discretion, for any reason and at any time, with no liability whatsoever, to:

a) amend the scope of the Project;b) modify, cancel or suspend the request for EOI process or any other stage of the

procurement process;c) waive a defect or irregularity in the form or content of any EOI;d) re-advertise for new responses, call for tenders, or enter into negotiations for the

Project or for works or services of a similar nature;e) make any changes to the terms described in or provide any update to this Request

for EOI; andf) extend, from time to time, any date, time period or deadline provided in this Request

for EOI.

All responses submitted to OPWP shall become the property of OPWP immediately upon submission.

Each respondent is solely responsible for all costs incurred in the preparation of its EOI, including without limitation all costs of providing information requested by OPWP, attending meetings and conducting any due diligence. Under no circumstances will OPWP or any of its directors, officers, members, employees, agents or advisers be liable for any costs, expenses or any other liabilities incurred by any respondent or any of its advisers in this process, nor shall they be liable for any direct, indirect or consequential damages whatsoever.

2

Table of Contents

1 Introduction.............................................................................................................................2 Project Background................................................................................................................

2.1 Project Objectives..............................................................................................................

2.2 Project Description.............................................................................................................

2.3 Contractual and Commercial Structure..............................................................................

3 Procurement Process and Indicative Timeline....................................................................4 EOI Submission Requirements..............................................................................................

4.1 Expression of Interest........................................................................................................

4.2 Format of Submission........................................................................................................

4.3 Submission Deadline.........................................................................................................

4.4 Clarifications and Contact..................................................................................................

Appendix – Form of Expression of Interest..............................................................................

3

1 IntroductionOman Power & Water Procurement Company SAOC (“OPWP”) is planning the development of a surface water treatment Independent Water Project (“IWP”) at Wadi Dayqah in the Sultanate of Oman (the “Project”).

The intention of this Request for Expression of Interest (“Request for EOI”) is to encourage suitably qualified local, regional and international companies to provide Expressions of Interest (“EOIs”) in the Project by responding to this Request for EOI.

It is expected that this Request for EOI will be followed by a Request for Qualification (“RFQ”) which will be used to pre-qualify certain respondents who shall in turn be invited to respond to a Request for Proposal (“RFP”). An indicative timeline is set out in Section 3.

2 Project Background2.1 Project Objectives

OPWP has several objectives in implementing the Project, including:

- ensuring the security of water supply to the surrounding region and conserving groundwater resources;

- ensuring that water sector transactions are undertaken on a commercial basis, so as to increase transparency and economic and business efficiency, thereby achieving economic tariffs for water production;

- promoting foreign and local private sector investment and participation in the Sultanate of Oman;

- maximising the use of Omani products and services, including the creation of employment and training opportunities for Omani nationals;

- transferring new and proven water production technology to the Sultanate of Oman; and

- replicating the success of the precedent IWP, IWPP and IPP structures as a basis for continuing the development of the water sector.

2.2 Project Description

The Project includes the development, financing, design, engineering, construction, ownership, operation and maintenance of a surface water treatment plant with a net production capacity of 125,000 m3 per day (27.5 MIGD). Scheduled commercial operation date (“SCOD”) for the full capacity is required to be by 31 October 2022. Additionally, an early water capacity of 72,000 m3 per day (9.2 MIGD) is expected to be required from 1 April 2022.

The Wadi Dayqah IWP will be developed as a surface water treatment plant to be located at a greenfield plot about 6.5 km from the Wadi Dayqah dam.

The Project will use conventional coagulation-sedimentation-filtration technology, using surface water from the Wadi Dayqah dam to produce Potable Water for transmission and distribution in the region around the Project.

A treated water pipeline has been implemented by the Public Authority for Water ("PAW"), connecting the IWP to Qurayyat for inclusion in the water supply scheme of

4

Muscat and Qurayyat.

The Wadi Dayqah IWP will also include a raw water pumping station, located on a plot at the toe of the dam, and the raw water transmission pipeline between the raw water pumping station and the water treatment plant, approximately 6.5 km.

There is a minor potential for hydropower generation at the inlet of the water treatment plant and it is expected that the IWP may include hydropower generation facilities as optional.

Electricity supply to the site will be provided through Muscat Electricity Distribution Company SAOC ("MEDC"). The Project Company for the Wadi Dayqah IWP will be expected to enter into an electricity supply agreement and electrical connection agreement with MEDC.

Location of the site

2.3 Contractual and Commercial Structure

The successful bidder for the Project will be expected to establish a special purpose company (the “Project Company”) as an Omani company, pursuant to the Commercial Companies Law and other relevant Oman legislation, to implement the Project and to enter into the project agreements.

The project agreements that the Project Company will be required to enter into will be in substantially similar form as for previous IWPs successfully developed and financed in Oman:

Agreement Description

Water Purchase Agreement (“WPA”)

The WPA will be the principal offtake agreement between the Project Company and OPWP. The WPA will set out the terms upon which the

5

Project Company will design, construct and commission the respective plant, make available the Potable Water production capacity, sell and deliver Potable Water output to OPWP at the connection point between the plant and the water transmission systems of PAW and, in return, receive the tariff.

Usufruct Agreement (s) Land and temporary areas rights for the Project will be granted to the Project Company pursuant to usufruct agreement(s) to be made and entered into between Ministry of Housing and the Project Company.

Project Founders' Agreement (“PFA”)

The awarded developer for the Project will be required to enter into a PFA with Electricity Holding Company SAOC.

Water Extraction Agreement (“WEA”)

This agreement will be entered into between the Project Company and the Ministry of Regional Municipalities and Water Resources and will provide for the connection of the Project with the Wadi Dayqah dam and supply of input water for the Project.

Water Connection Agreement (“WCA”)

This agreement will be entered into between the Project Company and PAW and will provide for the connection of the Project with the applicable Water Transmission System.

Electricity Supply Agreement (“ESA”)

This agreement will be entered into between the Project Company and MEDC and will provide for the supply of required electricity to the Project during operation.

Electricity Connection Agreement (“ECA”)

This agreement will be entered into between the Project Company and MEDC and will provide for the electrical connection of the Project to the applicable transmission/distribution system during operation.

The Project is to be funded by the private sector following a similar Build-Own-Operate structure, with the tariff structure and risk allocation generally expected to follow the precedent from previous IWPs in Oman.

6

3 Procurement Process and Indicative TimelineThe procurement process has been designed to deliver a transparent, efficient, practical and timely process for OPWP. The procurement process is expected to consist of the following stages and follow the indicative timeline set out below:

Stage Date1 EOI April 20192 RFQ Q2 20193 RFP Q3 20194 Contract Award Q1 20205 Execution of Project Agreements Q2 2020

4 EOI Submission Requirements4.1 Expression of Interest

The EOI submission shall include all the information requested in the Appendix and be prepared on headed paper, and signed by an authorised representative.

Any party that has submitted an EOI shall be notified of the release of the RFQ, however response to the EOI is not a prerequisite to receipt of the RFQ.

OPWP is seeking responses to this EOI from consortia or individual developers able to deliver all aspects of the Project. Prospective equipment suppliers, EPC and third party contractors are not required to submit an EOI at this stage.

4.2 Format of Submission

Each EOI shall be completed in English in the format provided in the Appendix.

Interested parties are required to submit their EOI in electronic format by email (in pdf and MS Word 2007 or later). EOIs should be submitted to prj.wdiwp@Omanpwp.nama.om.

4.3 Submission Deadline

EOI responses must be submitted by 30 April 2019.

4.4 Clarifications and Contact

All enquiries in respect of this EOI or its requirements should be directed via email to the address in section 4.2.

7

Appendix – Form of Expression of Interest

[Interested party letterhead]

[insert date]

To: The ChairmanInternal Tender CommitteeOman Power and Water Procurement Company SAOCFloor 5, Building 5, Muscat Grand Mall, Tilal Complex (Office) PO Box 1388 PC112, RuwiAl Khuwair Al Janubiyyah Governorate of MuscatSultanate of Oman

Dear Sir,

We confirm our Expression of Interest (EOI) in participating in the Wadi Dayqah IWP, and acknowledge receipt of the Request for EOI. Our contact for all future correspondence is [].

We have provided the requested information as part of this EOI as follows:

Name(s) of company/consortium members:[1.][2.][…]

Company/Consortium members description and roles: [1.][2.][…]

Address of Company/Lead Consortium member:

Point of contact of Company/Lead Consortium member:(Name, phone and email address)

Capabilities to perform the Project:(describe similar projects completed to include location, technology, capacity, COD and scope of works / services)

8

Comments/Observations/Feedback: (describe any comments, observations or feedback regarding the Project to be provided to OPWP)

Yours sincerely,

Interested party representative name: ……………………………………………….

Interested party representative position:…………………………………………….

Interested party representative signature:…………………………………………..

Company/Lead Consortium Member Stamp:

9