BANGLADESH POWER DEVELOPMENT BOARD (BPDB)

Section III of Bid Document: QUALIFICATION DOCUMENT

FOR

IMPLEMENTATION OF

50 MW±10% GRID TIED WIND POWER PROJECT ON BUILD, OWN &

OPERATE (BOO) BASIS

AT

CHANDPUR (A Site Near to Kachua 132/33 kV Grid Substation, Chandpur)

September, 2020
 SECTION I

QUALIFICATION DOCUMENTS FOR SELECTION OF BIDDERS EVALUATION OF

PART-2 (PROPOSAL AGAINST RFP) TO SUBMIT PROPOSALS TO DEVELOP 50
MW ±10%WIND POWER PROJECT ON BOO BASIS AT A SITE CHANDPUR
NEAR TO KACHUA 132/33 KV GRID SUBSTATION, CHANDPUR.

A. DEFINITIONS
For purposes of this QUALIFICATION Document, the following capitalized terms shall have
the following meanings:

“Bidder” means any single entity or consortium of entities submitting a Qualification Statement
and Proposal with the intent to be qualified as Project Sponsor.

“Bid” means Bidder's Qualification Statement to be treated as Part-1 and the Proposal to be
treated as Part-2.
“Bid Date” means 1200 Hours BST (Bangladesh Standard Time) on 03.11.2020.
"BAS" means Bangladesh Accounting Standard.

"BERC" means Bangladesh Energy Regulatory Commission.

"BPDB" means Bangladesh Power Development Board.

“Business Day” means a day on which banks and government offices are open for business in
Bangladesh.

"CDM" means Clean Development Mechanism [CDM], which was devised to help developed
countries to meet their Green House Gas [GHG] Emission Reduction targets in a cost effective
manner by allowing them to acquire Certified Emission Reduction [CERs] from abatement
projects in developing countries.

“Commercial Operations Date” means the date falling one day after the day on which the
Project is commissioned to operate on a commercial basis.

“Current Assets” means, in relation to a given entity, the number indicated as “current assets”
on such entity’s most recent balance sheet prepared in accordance with IAS/ BAS.

“Current Liabilities” means, in relation to a given entity, the number indicated as “current
liabilities” on such entity’s most recent balance sheet prepared in accordance with IAS/ BAS.

“Current Ratio” means, in relation to any given entity, the result obtained by dividing its
Current Assets by Current Liabilities.
“GAAP” means the standard accounting rules, regulations, and procedures established by US
Financial Accounting Standards Board (or the comparable organization in the relevant country)
to prepare financial statements and accounts, which rules, regulations and procedures have been
approved by the regulator of companies and securities in the domicile of the relevant Member
with jurisdiction over the relevant Member; provided that the financial statements prepared in
accordance with such rules, regulations and procedures present an accurate description of the
financial condition of the Bidder or Member and do not include or fail to include any statements
or information or adjustments thereto which make the financial statements false, deceptive or
misleading, the conformance of the financial statements to be delivered in connection with this

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Qualification Document with GAAP (or with IAS, as the case may be) shall be affirmed by the
auditors who audit such financial statements.
“IAS” means International Accounting Standards.

“Lead Member” means, in relation to a consortium Bidder, the member of such consortium
who fulfills the criteria set forth in Clause 1.2.1 of Section II-A.

“Litigation” means, litigation and/or suit and/or case and/or arbitration and/or trial and/or any
kind of dispute before in the court or tribunal.

“Member” means, in respect of a consortium Bidder, each entity (other than a natural person)
that is a part of the consortium Bidder and has agreed to contribute equity in the Company as
and when required to implement the Project on a timely basis.

“MW” means megawatt.

“Net Worth” means, in relation to any entity, such entity’s Total Assets minus its Total
Liabilities.

“Operating Member” means, in relation to a consortium Bidder, the member of such

consortium who fulfills the criteria set forth in Clause 1.2.2 of Section II-A.

“Other Member” means, in relation to a consortium Bidder, the Member who are not Lead
Member and/or Operating Member of the consortium.

“Qualified Bidder” means, a Bidder who is determined to meet the criteria outlined in Section
II of this Qualification Document.

“Project” means the 50 MW±10% Wind Power Project at a site near to PGCB’s Kachua
132/33 kV grid substation, Chandpur on BOO Basis, which is to be designed, financed,
constructed, owned, operated and maintained by the Project Company.

“Project Agreements” means, collectively, Power Purchase Agreement (PPA) to be signed

between Bangladesh Power Development Board (BPDB), or their respective legal successors,
other public sector entities and the Project Company and Implementation Agreement (IA) with
Government of Bangladesh.

“Project Company” means a company duly incorporated under the Laws of Bangladesh by the
Project Sponsor, which will execute the Project Agreements for the Project.

“Project Sponsor” means the Qualified Bidder who will be selected as the developer for the
Project.
“Proposal” means the proposal, including the technical and financial proposals submitted by the
Bidder against RFP, and on which the determination of the Bidder to be designated by BPDB as
the Project Sponsor shall be made.
“Qualification Statement” means a statement containing all of the information requested in
Section II-A, which shall be submitted in the form attached hereto as Annex A-2.
“Request For Proposals” means the documents which shall specify the technical and financial
requirements for the Project.
“Total Assets” means, in relation to any entity, the total consolidated assets of such entity and
its subsidiaries measured in accordance with IAS/ BAS for such entity’s most recent financial
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year.

“Total Debt” means, in relation to any given entity, the total of all such entity’s interest bearing
obligations.

“Total Equity” means, in relation to any entity, the total consolidated equity of such entity and
its subsidiaries measured in accordance with IAS/ BAS for such entity’s most recent financial
year.

“Total Liabilities” means, in relation to any entity, the total consolidated liabilities of such
entity and its subsidiaries measured in accordance with IAS/ BAS for such entity’s most recent
financial year.

“USD” means the United States Dollar;

“Week Member” means, in relation to a consortium Bidder, a Member who holds less than 5%
equity interest in the consortium.

B. INSTRUCTIONS FOR BIDDERS

1. General
(a) All requested information shall be submitted to Secretary, Bangladesh Power
Development Board (BPDB) by the Bidder in the English language.
(b) Qualification decisions will be made solely on the basis of a Bidder’s Qualification
Statement, which should be submitted in the form of Annex A-2. No supplemental or
other information will be accepted other than responses from Bidders to clarifications
which have been specifically requested by Bangladesh Power Development Board
(BPDB).
(c) The Qualification Statement should be accompanied by an indication of interest in the
form of Annex A-1, which should be signed by a person or persons duly authorized to
sign on behalf of the Bidder. If the Bidder is a consortium, the Qualification Statement
should be signed by a person or persons duly authorized to sign on behalf of the Lead
Member of the consortium. Consortium Bidders should submit a duly-executed signing
authorization form in the form of Annex A-3.
(d) Bangladesh Power Development Board (BPDB) will not enter into any correspondence
with Bidders except to seek clarification, if and when necessary.
(f) Bidders may seek clarification from BPDB on the qualification process and criteria by
submitting a request for clarification in writing to Bangladesh Power Development
Board (BPDB) at the address given in this QUALIFICATION Document. Although
BPDB will attempt to respond to all reasonable queries, it is under no obligation to do
so, and may decline to respond to any query or request for clarification at its sole
discretion.
(g) All queries must be received at least 15 (fifteen) calendar days before the Bid
Submission Date.
(h) Any documents submitted by Bidders will not be returned.
(i) For purposes of determining compliance with the various US dollar thresholds set out in
Section II-A, Bidders who do not maintain their financial records in US dollars should
apply the exchange rate converter published in the OANDA web site not earlier than 15
days prior to the date of submission of the Qualification Statement to convert their
financial records into US dollars. A link to the OANDA online exchange rate converter
is attached to this Qualification Document as Appendix 1.

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SECTION II

A. QUALIFICATION CRITERIA

1. Composition of Bidder

1.1 Bidders may apply either individually or as a consortium. Individual Bidders or

consortium Members must not be natural persons.

1.2 If a consortium is submitting a Qualification Statement, the consortium must include one
or more entities that are able to discharge the responsibilities of the Lead Member and the
Operating Member as set forth below.

1.2.1 The Lead Member of the consortium:

• Must hold and maintain through the date specified in the Request For
Proposals at least 51% of the equity interests in the consortium and in the
Company;
• Must meet the financial criteria set out in Section 2; The financial
Qualifications of a company which is the 40% or more shareholder of the
Lead Member or the 40% or more subsidiary of the Lead Member may be
included and will qualify as financial Qualifications of the Lead Member,
provided that the identity of the other company and its relationship to the
Lead Member is disclosed in the Qualification Statement. and provided,
further, that the company whose Qualifications are used to satisfy the
requirements of the Lead Member must deliver as a part of the Qualification
Statement an Undertaking addressed to BPDB undertaking and agreeing that
the company whose financial Qualifications are used will maintain its
existing relationship with the Lead Member through the Commercial
Operations Date, a breach of which Undertaking shall constitute a “Company
Event of Default” under the Implementation Agreement between the
Company and the GOB.
• Must meet the technical criteria set out in Section 3 (to the extent not met by
the Operating Member of the consortium).

1.2.2 The Operating Member of the consortium:

 Must hold and maintain through the date specified in the Request For
Proposals at least 20% of the equity interests in the consortium and in the
Company;
 Must meet the technical criteria set out in Section 3 (to the extent not met by
the Lead Member of the consortium).
 The technical Qualifications/experience of a company which is (a) the 40%
or more shareholder of the Operating Member or the 40% or more subsidiary
of the Operating Member or such share holder may be included and will
qualify as Qualifications and/or experience of the Operating Member,
provided that the identity of the other company and its relationship to the
Operating Member is disclosed in the Qualification Statement. and provided,
further, that the company whose Qualifications are used to satisfy the
requirements of the Operating Member must deliver as a part of the
Qualification Statement an Undertaking addressed to BPDB undertaking and
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 agreeing that the company whose experience is used will maintain its existing
relationship with the Operating Member through the Commercial Operations
Date, a breach of which Undertaking shall constitute a “Company Event of
Default” under Implementation Agreement between the Company and the
GOB.

1.2.3 The Lead Member and the Operating Member may be the same entity.

1.2.4 Neither the Lead Member nor the Operating Member will be a natural person.

1.2.5 The Lead Member and/or Operating Member and/or Other Member must be
incorporated in concerned Joint Stock Companies at least for 3(three) financial
years prior to Bid Date.

1.3 A Bidder that is a consortium should provide the information requested in Annex A-2
of the Qualification Statements detailing the respective roles and ownership interests of
the various Members of the consortium.

1.4 The Bidder (or, in the case of a consortium Bidder, each member of the consortium)
must provide the i) entity’s web address ii) name and mailing address of the
Chairman/Managing Director/Chief Executive Officer of the entity.

1.5 Legal Form of Bidders

1.5.1 The Bidder, and if a consortium, each consortium Member of the Bidder, shall be a
business organization duly organized, existing and registered and in good standing
under the laws of its country of domicile. No Bidder consortium shall include a
member, which is a member of another Bidder consortium responding to this RFP;

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

1.5.3 A certified copy of the complete joint venture or consortium agreement, signed by
all parties, must be submitted with the Proposal, together with powers of attorney
authorizing the execution of such agreement;

1.5.4 The consortium Bidder must nominate a member of the consortium as the Lead
Member, which will be authorized to act and receive instructions on behalf of all
the consortium members. Section A, Article 4.6 describes the requirements of
equity commitment of the Lead Member and Operating Member

1.5.5 Bidders submitting Proposal in the form of consortium must comply with the
following requirements
a) The authorization of the Lead Member (as designated in the
qualification process) shall be evidenced by submitting a Power of
Attorney signed by legally authorized signatories of all the partners;
b) The Lead Member shall be authorized to receive instructions for and on
behalf of any and all partners of the consortium and shall be authorized
to execute the Project Agreements on behalf of the Company;
c) A copy of the notarized legal agreement of the consortium shall be
submitted with the Proposal; and
d) Copies of the resolutions of the Board of Directors of all the consortium

6
 member companies/firms shall be submitted with the Proposal that
include
(i) its decision of the company/firm to participate in the bidding process of the
Project,
(ii) its equity commitment in the project company and
(iii) authorizing an officer of the consortium member company to sign the
consortium or joint venture agreement on behalf of the company/firm.

1.5.6 The Bidder, and if a consortium, each consortium Member of the Bidder, shall be
required to submit Bid Security in accordance with the Section 4.1

2. Financial Criteria

2.1 The Bidder (or, in the case of a consortium Bidder, the Lead Member) shall include the
following information in its Qualification Statement along with supporting documents:

2.1.1 Wind Power Generation Projects/Power Generation Projects/Other Projects in

respect of which it has successfully raised equity financing of at least USD 15
million in the past 15 years or at least US$ 7 million in the past 3 years in the
aggregate.; and
2.1.2 Wind Power Generation Projects /Power Generation Projects/Other Projects in
respect of which it has successfully raised debt financing of at least USD 50
million in the past 15 years or at least US$ 15 million in the past 3 years in the
aggregate;

2.2 The Bidder (or, in the case of a consortium Bidder, each member of the consortium)
should also provide the following financial information in the manner prescribed in the
Qualification Statement Form:

2.2.1 Certified copies of its audited balance sheets for immediate past three fiscal
years, which should be prepared in accordance with IAS/ BAS/GAAP and
demonstrate the following:
• Profitability in 2 of the last 3 fiscal years;
• A Current Ratio (i.e. current assets divided by current liabilities) of no less
than 1:1 in 2 of the last 3 fiscal years;
• A Net Worth equal to or in excess of USD 25 million in 2 of the last 3 fiscal
years;

provided, that, if a Week Member cannot satisfy the financial requirements in this
Section 2.2, the consortium Bidders may nonetheless satisfy the qualification criteria
required herein by delivering as a part of qualification statement an Undertaking of the
Lead Member addressed to Bangladesh Power Development Board (BPDB) undertaking
and agreeing that the Lead member shall invest the equity of the Week Member, who
cannot satisfy the financial test in this section 2.2.1 to ensure the required equity
investment for the Project, if such Member is not able to provide all or any part of its
equity commitment, a breach of which Undertaking shall constitute a “Company Event
of Default” under Implementation Agreement between the Company and the GOB. In
such case the Net Worth requirement for the Member delivering such undertaking shall
be increased to include the Net Worth deficiency of the Weak Member for the last fiscal
year. Only one Weak Member will be allowed to participate in the consortium.

2.2.2 If the Bidder is a consortium, Net Worth requirement shall be on a proportionate

shareholding basis, calculated for each Member of the consortium as US$ 25 million

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 multiplied by the percentage of such Member’s equity share commitment in the
consortium (Company) and divided by 100%. All Members of the consortium except
Week Member must fulfill the Net Worth requirement in proportion to their equity share
in the consortium.

2.3 A Bidder (or, in the case of a consortium Bidder, the Lead Member) may avoid the
financial requirements of Section 2.2.1 if it can demonstrate that it has Total Assets in
excess of USD 0.25 billion and the Net Worth equal to USD 100 million. In such case
all other Members of the consortium will have to demonstrate the Net Worth
requirement in proportion to their equity share in the consortium, as per submitted
audited balance sheet for any one of the last three financial years.

A Bidder or consortium Bidder that wishes to qualify using the alternate financial
requirement specified in this Section 2.3 must substantiate its claim by attaching to the
Qualification Statement certified copies of its audited balance sheets for the immediately
preceding fiscal year, which balance sheets must be prepared in accordance with IAS or
GAAP or BAS; provided, that if the relevant company’s immediately preceding fiscal
year has not ended at least 90 days prior to the Bid Date, the audited balance sheets for
the fiscal year immediately preceding the last closed fiscal year may be provided, in
which case the audited balance sheets shall be accompanied by (a) a note from the
relevant company’s auditors stating that the company’s immediately preceding fiscal
year ended less than 90 days prior to the Bid Date and (b) a certification that there has
been no material adverse change in the relevant company’s financial condition since the
period for which the audited balance sheets have been provided.

2.4 The certification of all financial statements required herein shall be made and signed by
either (a) the Chairman, Board of Directors of the company whose financial statements
are being provided or (b) the relevant company’s (1) Chief Financial Officer and (2)
Chief Executive Officer, and certify that the copy provided is true, correct and complete.

2.5 For purposes of calculating a Bidder’s (or, in the case of a consortium, the Lead
Member’s) equity and debt raising experience to determine compliance with the criteria
described in Section 2.1., only projects in which the Bidder (or, in the case of a
consortium, the Lead Member) has or had an ownership interest of not less than 40%
will qualify and may be included.

3. Technical Criteria

3.1 Operating Experience

3.1.1 The Bidder (or, in the case of a consortium Bidder, the Lead Member or
Operating Member) must provide details in its Qualification Statement evidencing
its successful operation and management of Wind power project at least one grid
connected Wind power project capacity of 10 MW Capacity or more, which is
connected to the national power grid and which must have been in operation for
not less than 2 years.

3.1.2 For purposes of determining compliance with the requirements of Section 3.1.1,
“successful” operation and management means all the following:

 The Operation and Maintenance Agreements or the Power Purchase Agreements

for each of the cited Wind power projects.
 The certificate from the Off-taker for their cited Wind projects. This Off-taker
certificate shall contain following information:

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  Name of the company who owned and operate cited Wind power plant
 Date of signing of the Power Purchase Agreement
 Power Purchase Agreement
 Date of Commercial Operations Date
 Capacity and availability of cited wind power plant
 Name, mailing address, contact no of the Signatory of the Off-taker
Certificate.
3.1.3 For purposes of calculating a Bidder’s (or, in the case of a consortium Bidder, the
Operating Member’s (and any other Member whose power project operating and
management experience is included in the Qualification Statement)) aggregate MW
of project operating experience to determine compliance with the criteria described
in Section 3.1.1, only projects in which the Bidder (or, in the case of a consortium,
the Operating Member (and any other Member whose power project operating and
management experience is included in the Qualification Statement)) was (a) the
operator or (b) has or had an ownership interest of not less than 40% during such
period of operation will qualify and may be included.

3.2 Development Experience

3.2.1 The Bidder (or, in the case of a consortium Bidder, the Lead Member or the
Operating Member) must provide details in its Qualification Statement
evidencing its successful development of Wind Power Generation projects at
least one grid connected wind power project capacity of 10 MW or more, which
is connected to the national power grid in the country in which such project is
located.

3.2.2 For purposes of determining compliance with the requirements of Section

3.2.1, “successful” development means all the following:

 Having finalized and executed Power Purchase Agreement (PPA),

Implementation Agreement (if any) for the each of the cited Wind power
projects;
 Having ownership of the power projects.
 Having brought the project to financial close and commercial operations.
 The performance certificate mentioning the Commercial Operations Date
from the Off-taker for their cited Wind projects.

Bidder will be required to provide in its Qualification Statement a list of the

projects that it wishes to cite in fulfillment of the criteria set out in this Section
3.2.2.
3.2.3 For purposes of calculating an Bidder’s aggregate project experience to
determine compliance with the criteria described in Section 3.2.1, only projects
in which the Bidder (or, in the case of a consortium Bidder, the Lead Member or
Operating Member) held ownership at least 40% interest at the time at which
such projects achieved commercial operation will be counted.

3.3 Scope of Evidence

3.3.1 For each project identified as satisfying the requirements of project development
or operation, the Bidder (or in the case of a consortium Bidder, the Operating
Member (and any other Member whose power project development, operating
and management experience is included in the Qualification Statement)) shall

9
 identify the name of the project, the country in which such project is (was)
located, the name of the Off-taker or counter party to the power purchase
agreement, and the name and contact information (including e-mail address and
phone number) for a representative of the Off-taker or counter party that is
familiar with the project and has agreed, if requested, to speak to BPDB about
the development or operation of the relevant project. By submitting the name of
the project as evidence of the project development or operation requirements
herein, the Bidder (or in the case of a consortium Bidder, the Operating Member
(and any other Member whose power project operating and management
experience is included in the Qualification Statement)) expressly agrees that the
individual identified or any other representative of the Off-taker or counter party
may discuss the identified project with BPDB and may answer all questions
asked by BPDB in relation to the development or operation of the identified
project.

4. Other Criteria

4.1 The Bidder shall provide the Bid Security in the form of an irrevocable and unconditional
bank guarantee, issued by a scheduled bank in Bangladesh or by a foreign bank which has
been authenticated by a scheduled bank in Bangladesh and shall by it’s terms be
encashable at a bank in Dhaka, Bangladesh in the format and language as provided in
Annex C, Exhibit I, Attachment I-2 (entitled “Bid Security”) of the RFP payable to BPDB
upon presentation to a bank in Bangladesh amount of USD 2,50,000.00(Two lac fifty
thousand).
In case of consortium Bidder, each consortium Member shall provide its own Bid Security
on a proportionate shareholding basis as mentioned in the joint venture or consortium
agreement. The Weak Member, who is unable to submit the Bid Security based on its
proportionate shareholding in the consortium, in such case, the Lead Member shall submit
the portion of the Bid Security of the Weak Member along with its own Bid Security.

4.2 The validity of the Bid shall be for 8 (eight) months from the Bid Date.

4.3 The validity of the Bid Security shall be for 9 (nine) months from the Bid Date.

4.4 The Bidder or its parent company (or, in the case of a consortium Bidder each Member of
the consortium) must not have any Litigation with Power Division, Ministry of Power,
Energy and Mineral Resources of Bangladesh and Bangladesh Power Development Board.

4.5 Each Bidder must provide details in its Qualification Statement on any Litigation, which
are pending against it (or, in the case of a consortium, any Member of the consortium). If a
Bidder (or, in the case of a consortium, any Member of the consortium) has a Litigation
for implementation and operation of the power projects, which is pending against it as of
the Bid Date, the Bidder will be considered as disqualified in the bidding process. The
local Bidder or local Member of the consortium will have to furnish the certificate from
the Off-taker, whether they have any Litigation.

4.6 The Bidder must attach to its Qualification Statement, in the order set forth in the annex to
the Qualification Statement, certified true copies of the documents listed in that annex.

4.7 Each Bidder must pay a non-refundable processing fee of Taka 200,000 (two hundred
thousand) upon the submission of its Qualification Statement. The processing fee should
be paid by an international bank draft encashable in any scheduled bank in Bangladesh or
local bank draft made payable to “Secretary, BPDB” and should accompany each Bidder’s
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 Qualification Statement.

4.8 The Bidder will arrange the required land for Wind power plant near to PGCB’s Kachua
132/33 kV Grid Substation, Chandpur at its own cost. However, as a minimum
requirement, the Bidder (or, in the case of a consortium, any Member of the consortium)
must furnish the relevant documents in support of the ownership (only the commitment
letter(s) in stamp paper(s) from the land owners mentioning mouza, dag & khatian no. for
providing land to the Bidder, if the Bidder is awarded for the Project) of at least 1 (One)
acre of land alongside.

5. Exclusion Criteria

5.1 Bidders will be disqualified from the qualification process at the sole discretion of
BPDB in any of the following events:

5.1.1 Non compliance with any of the evaluation criteria and/or the requests and/or the
conditions set up in the Qualification Document or failure by a Bidder to provide any of
the required information or documentation in its Qualification Statement.
5.1.2 If any of the information submitted by a Bidder is found at any time during or after the
qualification process to have been inaccurate or misleading.
5.1.3 Bidder does not fill up the Signing Authorization Form (Annex A-3).
5.1.4 Incomplete presentation of the documents or information requested.
5.1.5 Any clarifications requested by Bangladesh Power Development Board (BPDB) from a
Bidder are not received by a deadline reasonably set by BPDB.
5.1.6 Any consortium Member participating in more than one Bid for a particular site.

6. Rejection Clause

6.1 Bidders shall be disqualified from the Qualification process in any of the following events:

6.1.1 The Bid Security amount is less than the required amount as mentioned in this Bid
Document

6.1.2 If the Bid Security has not been submitted as per clause no 4.1 and 4.3.

6.1.3 If any Litigation is pending as mentioned in Clause 4.3 as of the Bid Date.

6.1.4 Bidder offering the Required Commercial Operations Date beyond Twenty (24) Months.

6.1.5 Any Bidder or consortium Member participating in more than one Bid for more than two
packages.

6.1.6 The Bidders who has participated in the bidding process beyond the terms and conditions
as ascribed in the heading of "ENTITLEMENT FOR PARTICIPATION IN THE BIDS"
in Section 13 of the Bid Document.

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ANNEX A

THIS QUALIFICATION STATEMENT CONSISTS OF THE FOLLOWING FORMS

AND ANNEXES

a. A Qualification Cover Letter (Annex A-1), which should be signed by each Bidder
(or, in the case of a consortium Bidder, each member of the consortium).
b. A Qualification Statement Form (Annex A-2), which should be signed by an
authorized signatory of each Bidder.
c. A Signing Authorization Form (Annex A-3), which should be signed by each Bidder
(or, in the case of a consortium Bidder, each member of the consortium).
d. Each of the following annexes:

Annex A Certified true copies of the constitutional documents of the Bidder (or,
in the case of a consortium Bidder, constitutional documents of each
member of the consortium), together with certified English language
translations of such documents where the originals of such documents
are not in the English language.

Annex B (only for consortium Bidders) Certified true copy of the consortium
agreement detailing the terms on which the consortium has been
established, which should include the following information: -
Identification of the Lead Member and Operating Member of the
consortium; and -Extent of shareholding of each member in the
consortium.

Annex C (only for Bidders who have responded affirmatively to Question 1 of

Part B of the Qualification Statement) Certified true copies of the
Bidder’s audited balance sheets (or, in the case of a consortium Bidder,
the audited balance sheets of the Lead Member) for the most recent
financial year, which should be prepared in accordance with
International Accounting Standards (IAS)/ Bangladesh Accounting
Standards (BAS)/ GAAP and evidence total assets of USD 0.25 billion
and Net Worth equal to or in excess USD 100 million.

Annex D (for Bidders who did not respond affirmatively to Question 1 of Part B
of the Qualification Statement) Certified true copies of the Bidder’s
audited balance sheets (or, in the case of a consortium Bidder, the
audited balance sheets of each of the consortium member) for the past
three fiscal years, which should be prepared in accordance with
International Accounting Standards (IAS)/ Bangladesh Accounting
Standards (BAS) and demonstrate the following according to the
Section 2.2.1:
-Profitability in 2 of the last 3 fiscal years;
-A Current Ratio (i.e. current assets divided by current liabilities)
of no less than 1:1 in 2 of the last 3 fiscal years;
-A Net Worth equal to or in excess of USD 25 million in 2 of the
last 3 fiscal years;

Annex E Documents in support of raising equity and debt; project development

and operating experience following the criteria set in 2.1.1 and 2.1.2.

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Annex F documents and Off-taker certificate in support of project development
and operating experience.

Annex G Undertakings if the financing, project development or operating

Qualifications and/or experience of a parent or sister company of a
Bidder (or a consortium Member) is used.

Annex H (Only for local Bidders, (in case of consortium, each local Member of
the Consortium)) Tax payer Identification No. (TIN) and certificate of
income tax payment for fiscal year(s) as per requirement of Section A
2.2.1 from the relevant authority.

Annex I Copies of the resolutions of the Board of Directors of all the consortium
member companies/firms that include (i) its decision of the
company/firm to participate in the bidding process of the Project, (ii) its
equity commitment in the project company and (iii) authorizing an
officer of the consortium member company to sign the consortium or
joint venture agreement on behalf of the company/firm.

Annex J The Bid Security in the form of an irrevocable and unconditional bank
guarantee in the format and language as provided in Annex D, Exhibit I,
Attachment I (entitled “Bid Security”) of the RFP payable to BPDB
upon presentation to a bank in Bangladesh amounting USD 2,50,000.00
(Two lac fifty thousand).

Annex K Copies of the relevant documents in support of the ownership (only the
commitment letter(s) in stamp paper(s) from the land owners
mentioning mouza, dag & khatian no. for providing land to the Bidder,
if the Bidder is awarded for the Project) of atleast 1 (one) acres of land
alongside suitable for power plant near to 132/33 kV Kachua Grid
Substation, Chandpur for the development of the power project.

13
 ANNEX A-1
QUALIFICATION COVER LETTER
To: Secretary, BPDB

[INSERT DATE]
1
From: [INSERT BIDDER NAME & ADDRESS]

The Bidder, [INSERT NAME], through this letter is requesting participation in the qualification
process for 50+10% MW Wind Power Project near to PGCB’s Kachua 132/33 kV grid
substation, Chandpur (the “Project”) in the People’s Republic of Bangladesh.

The Bidder hereby declares, in accordance with Section II of the Qualification Document that it:

(a) Authorizes Bangladesh Power Development Board (BPDB) to proceed with the due
diligence necessary to verify the information presented by the Bidder in connection with the
qualification process;
(b) Confirms the veracity of the information presented by the Bidder in this Qualification
Statement and otherwise in connection with the qualification process;
(c) [Has not participated in the qualification process through another Bidder either directly or
through its subsidiaries and/or affiliates.]

The Bidder confirms that it accepts the qualification criteria as stipulated in the Qualification
Document dated [INSERT DATE OF QUALIFICATION DOCUMENT] in relation to the
implementation of the Project and waives any right to seek and obtain any court injunction or
restraining order against the Government of the People’s Republic of Bangladesh or Ministry of
Power, Energy and Mineral Resources or any other government authority involved in the
implementation of the Project to prevent or restrain the qualification process, the holding of a
tender, the award of any related contract or any proceedings related thereto.

Yours sincerely,
23
[Name of Bidder]
1Consortium Bidders should include the name and address of each member of the consortium.
2Consortium Bidders should have each member of the consortium execute the cover letter.
3
This form to be notarized.

14
ANNEX A-2
QUALIFICATION STATEMENT FORM

Date of submission: ______________________

A: Bidder Details

Name: _________________________________________

Jurisdiction of Incorporation: _______________________________________

Type of Organization: corporation/partnership/limited liability company/other: _________

4
Mailing Address : _______________________________________________________

Telephone number: _______________________ Fax number: _______________________

Contact details of representative to whom correspondence should be addressed:

Name: _______________________________________

Mailing Address: ______________________________________________________

Telephone number: _______________________ Fax number: _______________________

(For consortium Bidders)

Lead Member: _______________________________________ Shareholding: ________%

Operating Member: ___________________________________ Shareholding: ________%

Other members: _______________________________________ Shareholding: ________%

___________________________________ Shareholding: ________%
________________________________
________________ Shareholding: ________%

The Bidder should attach certified copies of the documents required as Annex A and
Annex B (if applicable) to this Qualification Statement.

4
Consortium Bidders should provide address and contact details for the Lead Member.

15
B: Financial Criteria

(1)
(a) Does the Bidder (or, in the case of a consortium Bidder, the Lead Member) have total
assets equal to or exceeding USD 0.25 billion and Net Worth equal to USD 100 million?

___Yes

___No

(b) In the case of a consortium Bidder, all the members of the consortium except weak
member must fulfill the net worth requirement in proportion to their equity share in the
consortium for the most recent financial year.

Bidder / In Millions Lead Member Member A Member B

Net Worth
Required Net Worth
(USD 25 million X ……% of
equity share/100)

Bidders responding affirmatively to Question 1 should provide their audited balance sheets
(or, in the case of a consortium Bidder, the audited balance sheets of the Lead Member) for
the most recent financial year as Annex C to this Qualification Statement.

(2) Bidders who did not respond affirmatively to Question 1 should provide the following
additional information (please complete the table and then answer the questions below):

Bidder (or, in the case of

Bidder/ In
a consortium Bidder, the Member A Member B
Millions
Lead Member)
Year Year Year Year Year Year Year Year Year
Year
1 2 3 1 2 3 1 2 3
Net Income in
USD
Current Assets
Current Liabilities
Current Ratio

(a) Has the Bidder (or, in the case of a consortium Bidder, each member of the consortium)
demonstrated profitability requirement of sub-section 2.2.1 of Section II?

____ Yes

____ No

(b) Does the Bidder (or, in the case of a consortium Bidder, each member) meet a Current Ratio
of requirement of sub-section 2.2.1 of Section II?

____ Yes

16
 ____ No
Bidder (or, in the case of
Bidder/ In Millions a consortium Bidder, Member A Member B
the Lead Member)
Year Year Year Year Year Year Year Year Year
Year
1 2 3 1 2 3 1 2 3
Total Asset
Total Liability
Net Worth
Required Net Worth
(USD 15 million X
……% of equity
share/100)

(c) Does the Bidder have a Net Worth of no less than USD 25 million or in case of
consortium Bidder each member of the consortium has a net worth of no less than
required net worth calculated as a portion of USD 25 million in proportion to their
equity share in the consortium?
__ Yes
___No

Bidders are required to respond affirmatively to each of parts (a) through (c) of Question
2 in order to meet the financial criteria for the qualification process. Bidders (or in case
of consortium, each member) should provide their audited balance sheets for the three
most recent financial years as Annex D to this Qualification Statement. If the Bidder is a
consortium, the net worth requirement mentioned in Section 2.2.1 shall be split up
among the consortium members, proportionate to their equity share in the consortium.
All members of the consortium must fulfil the net worth requirement in proportion to
their equity share in the consortium.

(3) Please list one or more projects in respect of which the Bidder (or, in the case of a
consortium Bidder, the Lead Member) has raised equity financing of at least USD 15
million in the past 15 years in the aggregate or at least US$ 7 million in the past 3 years
in the aggregate.

Project Off-taker Completion Amount

Location Country
Name Name Date Raised

(4) Please list one or more projects in respect of which the Bidder (or, in the case of a
consortium Bidder, the Lead Member) has raised debt financing of at least USD 50
million the past 15 years in the aggregate or at least US$ 15 million in the past 3 years
in the aggregate:

Project Off-taker Completion Amount

Location Country
Name Name Date Raised

17
C: Technical Criteria

Operating Experience

(1) Please list all Wind power projects in respect of which the Bidder (or, in the case of a
consortium Bidder, the Lead Member or Operating Member) has successfully operated
and managed in last 15 years.

Project Off-taker Completion Capacity in

Location Country
Name Name Date MW

(2) Please list each grid tied wind power project with a generating capacity of 10MW or
more which is connected to the national power grid in the country in which such project
is located in respect of which the Bidder (or, in the case of a consortium Bidder, the
Lead Member or Operating Member) has successfully operated over the past 2 years
within last 15 years:

Project Off-taker Completion Capacity in

Location Country
Name Name Date MW

(3) Do all of the projects cited in the response to questions (1) and (2) above meet the
criteria for “successful” operation and management set out in sub-section 3.1.2 of
Section II of the Qualification Document?
______ Yes

______ No

(4) Have the calculations of mega wattage for purposes of the responses to
questions (1) and (2) above been made in accordance with the requirements of sub-
section 3.1.3 of Section II of the Qualification Document?

______ Yes

______ No
Development Experience

(5) Does the Bidder (or, in the case of a consortium Bidder, the Lead Member or the
Operating Member) meet the development experience requirements of sub-section 3.2 of
Section II of the Qualification Document?
______ Yes

______ No

(6) Please list all Wind power projects in respect of which the Bidder (or, in the case of a
consortium Bidder, the Lead Member or the Operating Member has successfully
developed over the past 15 years:

Project Off-taker Completion Capacity in

Location Country
Name Name Date MW

18
(7) Please list each grid-connected Wind power project with a generating capacity of 10
MW or more which is connected to the national power grid in the country in which such
project is located in respect of which the Bidder (or, in the case of a consortium Bidder,
the Lead Member or the Operating Member) has successfully developed over the past 15
years:

Project Off-taker Completion Capacity in

Location Country
Name Name Date MW

(8) Do all of the projects cited in the response to questions (6) and (7) above meet the
criteria for “successful” management set out in sub-section 3.2.2 of Section II of the
Qualification Document?
______ Yes
______ No

(9) Have the calculations of mega wattage for purposes of the responses to questions (6) and
(7) above been made in accordance with the requirements of sub-section 3.2.3 of Section
II of the Qualification Document?

______ Yes
______ No
D: Other Criteria

(1) Please provide details on any Litigation with Power Division, Ministry of Power, Energy
and Mineral Resources and/or BPDB, which are still pending. Answers may be
submitted on a separate page if necessary.

Year Nature of Litigation Outcome Damages payable

ii) Has the Bidder (or, in the case of a consortium, any Member of the consortium)
furnished the relevant documents in support of the ownership (only the commitment
letter(s) in stamp paper(s) from the land owners mentioning mouza, dag & khatian
no. for providing land to the Bidder, if the Bidder is awarded for the Project) of 1
(One) acre of land alongside near to Kachua132/33 kV Grid Substation, Chandpur,
for the development of the power project? ____ Yes ____ No

E: Bid Security

i) Has the Bidder submitted the Bid Security as per Section II A 4.1?

____ Yes ____ No

ii) Whether the submitted Bid Security is acceptable? ____ Yes ____ No

19
F: Attestations

We hereby certify and confirm that, as of the date of this Qualification Statement, all of the
information provided herein (including all information provided in Section D hereof with respect
to material disputes and all supporting documentation annexed hereto) is true, correct and
complete.

Signed by:

Authorized Signatory

20
 ANNEX TO QUALIFICATION STATEMENT
SUPPORTING DOCUMENTATION TO BE FURNISHED BY BIDDER

We hereby submit for your examination and consideration each of the following documents:

a. A Qualification Cover Letter (Annex A-1), which should be signed by each Bidder
(or, in the case of a consortium Bidder, each member of the consortium).
b. A Qualification Statement Form (Annex A-2), which should be signed by an
authorized signatory of each Bidder.
c. A Signing Authorization Form (Annex A-3), which should be signed by each Bidder
(or, in the case of a consortium Bidder, each member of the consortium).
d. Each of the following annexes:

Annex A Certified true copies of the constitutional documents of the Bidder (or,
in the case of a consortium Bidder, constitutional documents of each
member of the consortium), together with certified English language
translations of such documents where the originals of such documents
are not in the English language.

Annex B (only for consortium Bidders) Certified true copy of the consortium
agreement detailing the terms on which the consortium has been
established, which should include the following information: -
Identification of the Lead Member and Operating Member of the
consortium; and Extent of shareholding of each member in the
consortium.

Annex C (only for Bidders who have responded affirmatively to Question 1 of

Part B of the Qualification Statement) Certified true copies of the
Bidder’s audited balance sheets (or, in the case of a consortium Bidder,
the audited balance sheets of the Lead Member) for the most recent
financial year, which should be prepared in accordance with
International Accounting Standards (IAS)/ Bangladesh Accounting
Standards (BAS)/ GAAP and evidence total assets of USD 0.25 billion
and Net Worth equal to or in excess USD 100 million.

Annex D (for Bidders who did not respond affirmatively to Question 1 of Part B
of the Qualification Statement) Certified true copies of the Bidder’s
audited balance sheets (or, in the case of a consortium Bidder, the
audited balance sheets of each of the consortium member) for the past
three fiscal years, which should be prepared in accordance with
International Accounting Standards (IAS)/ Bangladesh Accounting
Standards (BAS) and demonstrate the following according to the
Section 2.2.1:
-Profitability in 2 of the last 3 fiscal years;
-A Current Ratio (i.e. current assets divided by current liabilities)
of no less than 1:1 in 2 of the last 3 fiscal years;
-A Net Worth equal to or in excess of USD 25 million in 2 of the
last 3 fiscal years;

Annex E Documents in support of raising equity and debt; project development

and operating experience following the criteria set in 2.1.1 and 2.1.2.

21
Annex F documents and Off-taker certificate in support of project development
and operating experience.

Annex G Undertakings if the financing, project development or operating

Qualifications and/or experience of a parent or sister company of a
Bidder (or a consortium Member) is used.

Annex H (Only for local Bidders, (in case of consortium, each local Member of
the Consortium)) Tax payer Identification No. (TIN) and certificate of
income tax payment for fiscal year(s) as per requirement of Section A
2.2.1 from the relevant authority.

Annex I Copies of the resolutions of the Board of Directors of all the consortium
member companies/firms that include (i) its decision of the
company/firm to participate in the bidding process of the Project, (ii) its
equity commitment in the project company and (iii) authorizing an
officer of the consortium member company to sign the consortium or
joint venture agreement on behalf of the company/firm.

Annex J The Bid Security in the form of an irrevocable and unconditional bank
guarantee in the format and language as provided in Annex D, Exhibit I,
Attachment I (entitled “Bid Security”) of the RFP payable to BPDB
upon presentation to a bank in Bangladesh amounting USD 2,50,000.00
(Two lac fifty thousand).

Annex K Copies of the relevant documents in support of the ownership (only

commitment letter(s) in stamp paper(s) from the land owners
mentioning mouza, dag & khatian no. for providing land to the Bidder,
if the Bidder is awarded for the Project) of atleast 1 (one) acres of land
alongside suitable for power plant near to 132/33 kV Kachua Grid
Substation, Chandpur for the development of the power project.

22
 ANNEX A-3
SIGNING AUTHORIZATION

To: Secretary, Bangladesh Power Development Board (BPDB)

[INSERT DATE]
5
From: [INSERT BIDDER NAME & ADDRESS]

Dear Sir,
We refer to our Qualification Statement in respect of that certain 50 MW+10% Wind Power
Project near to Kachua 132/33 kV Grid Substation, Chandpur in the People’s Republic of
Bangladesh.

We hereby confirm that the following person(s) is/are authorized to execute the Qualification
Statement, together with any other documents delivered to you in connection therewith, on our
behalf Name Passport Number Specimen signature.

We confirm that we will be responsible for any representations and/or statements made in any
documents delivered to you in connection with the qualification process which are executed by
the above persons.

Yours sincerely,

6
[Name of Bidder]

Consortium Bidders should include the name and address of each member of the consortium.
6

23
 ANNEX A-4
(Applicable only in case of Consortiums)
Format of Power of Attorney
(To be executed on non-judicial stamp paper of appropriate value as per Stamp Act relevant to
place of execution.)
KNOW ALL MEN BY THESE PRESENTS THAT M/s .................... having its registered office
at ........................... and M/s ............................ having its registered office at ................ , (Insert
names and registered offices of all members of the Consortium') vide Consortium Agreement
dated .................. and having agreed to appoint M/s................. as the Lead Member of the said
Consortium do hereby constitute, nominate and appoint M/s........................... a company
incorporate under the laws of .................................. and having its Registered /Head Office at
................................ as our duly constituted lawful Attorney (hereinafter called as Lead Member)
to exercise all or any of the powers for and on behalf of the Consortium in regard to submission
of the response to RFP No.................. We also authorize the said Lead Member to undertake the
following acts:

i) To submit on behalf of Consortium Members response to RFP.

ii) To do any other act or submit any information and document related to the above
response to RFP Bid.

It is expressly understood that in the event of the Consortium being selected as Successful
Bidder, this Power of Attorney shall remain valid, binding and irrevocable until the Bidding
Consortium achieves execution of Project Agreements.
We as the Member of the Consortium Agree and undertake to ratify and confirm all whatsoever
the said Attorney/Lead Member has done on behalf of the consortium Members pursuant to this
Power of Attorney and the same shall bind us and deemed to have been done by us.
IN WITNESS WHEREOF M/s .........................., as the Member of the Consortium have
executed these presents on this .............day of ........... under the Common Seal of our company.
For and on behalf of Consortium Member
M/s.....................
----------------------------- (Signature of person authorized by the board)
(Name
Designation Place:
Date: )
Accepted
---------------------------
(Signature, Name, Designation and Address
of the person authorized by the board of the Lead Member)
Attested
--------------
(Signature of the executant)
-------------------------
(Signature & stamp of Notary of the place of execution)
Place:----------------- Date:----------------------
Note:- Lead Member in the Consortium shall have the controlling shareholding in the Company
as defined in Section 2 of the RFP.

24
 ANNEX A-5
Format of Board Resolutions

The Board, after discussion, at the duly convened Meeting on ............ (Insert date), with the
consent of all the Directors present and in compliance of the provisions of the Companies Act, as
applicable, passed the following Resolution:
1. RESOLVED THAT Mr/Ms.................. , be and is hereby authorized to do on our behalf, all
such acts, deeds and things necessary in connection with or incidental to our response to
RFP vide RFP No. ____ dated _____ for Setting Up of 50MW+10% Grid-Connected Wind
Power Projects in Bangladesh, including signing and submission of all documents and
providing information / response to RFP to BPDB, representing us in all matters before
BPDB, and generally dealing with BPDB in all matters in connection with our bid for the
said Project, (To be provided by the Bidding Company or the Lead Member of the
Consortium)
2. FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, as
applicable and compliance thereof and as permitted under the Memorandum and Articles of
Association of the Company, approval of the Board be and is hereby accorded to invest
total equity in the Project. (To be provided by the Bidding Company)

[Note: In the event the Bidder is a Bidding Consortium, in place of the above resolution at SI.
No. 2, following resolution are to be provided]

FURTHER RESOLVED THAT pursuant to the provisions of the Companies Act, as applicable
and compliance thereof and as permitted under the Memorandum and Articles of Association of
the Company, approval of the Board be and hereby accorded to invest (----%) equity [Insert the
% equity commitment as specified in Consortium Agreement] in the Project. (To be provided by
each Member of the Bidding Consortium including Lead Member such that total equity is
100%)

FURTHER RESOLVED THAT approved of the Board be and is hereby accorded to participate
in consortium with M/s ------------ (Insert name of other Member in the Consortium] and
Mr/Ms............., be and is hereby authorized to execute the Consortium Agreement (To be
provided by the each Member of the Bidding Consortium including Lead Member)
and
FURTHER RESOLVED THAT approval of the Board be and is hereby accorded to contribute
such additional amount over and above the percentage limit (specified for the Lead Member in
the Consortium Agreement) to the extent becoming necessary towards the total equity share in
the Project Company, obligatory on the part of the Consortium pursuant to the terms and
conditions contained in the Consortium Agreement dated ........................... executed by the
Consortium as per the provision of the RFP [To be passed by the Lead Member of the Bidding
Consortium]
------------------------------- (Signature, Name and stamp of Company Secretary)

Notes:
1) This Certified true copy should be submitted on the letterhead of the Company, signed by
the Company Secretary/ Director.

25
2) The contents of the format may be suitably re-worded indicating the identity of the entity
passing the resolution.

3) this format may be modified only to the limited extent required to company with the local
regulation and laws applicable to a foreign entity submitting this resolution. However, in such
case, the foreign entity shall submit an unqualified opinion issued by the legal counsel of such
foreign entity, stating that the Board resolution are in compliance with the applicable laws of the
respective jurisdictions of the Company and the authorizations granted therein are true and valid.

26
 ANNEX A-6
Format of Consortium Agreement

(To be on non-judicial stamp paper of appropriate value relevant to place of execution)

THIS Consortium Agreement ("Agreement") executed on this ____________ day of ________
Two thousand ________ between M/s [insert name of Lead Member] __________________ a
Company incorporated under the laws of __________________ and having its Registered Office
at _____________________ (hereinafter called the "Member-1", which expression shall include
its successors, executors and permitted assigns) and M/s _________________________ a
company incorporated under the laws of _______________________ and having its Registered
Office at ______________________________ (hereinafter called the "Member-2", which
expression shall include its successors, executors and permitted assigns), M/s
__________________________ a Company incorporated under the laws of
____________________________________ and having its Registered Office at
______________________________ (hereinafter called the "Member-n"' which expression shall
include its successors, executors and permitted assigns), [The Bidding Consortium should list
the details of all the Consortium Members] for the purpose of submitting response to RfS
execution of Power Purchase Agreement (in case of award), against RFP No.
_________________ dated ____________ issued by BPDB WHEREAS, each Member
individually shall be referred to as the "Member" and all of the Members shall be collectively
referred to as the "Member" in this Agreement.
WHEREAS BPDB desires purchase power under under RFP for Setting Up of 50 MW±10%–
Grid- Connected Wind Power Project .
WHEREAS BPDB had invited response to RFP vide its Request for Proposal (RFP) dated
______________________
WHEREAS the RFP stipulates that in case response to RFP is being submitted by a Bidding
Consortium, the Members of the Consortium will have to submit a legally enforceable
Consortium Agreement in a format specified by BPDB wherein the Consortium Member have to
commit equity investment of a specific percentage for the Project.
NOWTHEREFORE, THIS AGREEMENT WITHNESSTH AS UNDER:
In consideration of the above premises and agreement all the Members in this Bidding
Consortium do hereby mutually agree as follows:
1. We, the Members of the Consortium and Members to the Agreement do hereby
unequivocally agree that Member-1 (M/s__________), shall act as the Lead Member as
defined in the RFP self and agent for and on of Member-2,------, Member and to submit the
response to the RFP.
2. The Lead Member is hereby authorized by the Members of the Consortium and Members to
the Agreement to bind the Consortium and receive instructions for and on their behalf.
3. Notwithstanding anything contrary contained in this Agreement, the Lead Member shall
always be liable for the equity investment obligations of all the Consortium Members i.e.
for both its own liability as well as the liability of other Members.
4. The Lead Member shall be liable and responsible for ensuring the individual and collective
commitment of each of the Members of the Consortium in discharging all their respective
equity obligations. Each Member further undertakes to be individually liable for the
performance of its part of the obligations without in any way limiting the scope of collective
liability envisaged in this Agreement.
5. Subject to the terms of Agreement, the share of each Member of the Consortium in the
issued equity share capital of Project Company is/shall be in the following proportion:

Name Percentage
Member 1 ----
Member 2 ----
Member n ----
Total 100%
27
 We acknowledge that after the execution of PPA, the controlling shareholding in the Project
Company developing the Project shall be maintained for a minimum period as mentioned in
the RFP documents after achieving Commercial Operations Date of the Project.
6. The Lead Member, on behalf of the Consortium, shall inter alia undertake full responsibility
for liaising with lenders or through internal accruals and mobilizing debt resources for the
Project, and ensuring that the Project achieves Financial Closure in terms of the PPA.
7. In case of any breach of any equity investment commitment by any of the consortium
Members, the Lead Member shall be liable for the consequences thereof.
8. Except as specified in the Agreement, it is agreed that sharing of responsibilities as
aforesaid and equity investment obligations thereto shall not in any way be a limitation of
responsibility of the Lead Member under these presents.
9. It is further specifically agreed that the financial liability for equity contribution of the Lead
member shall not be limited in any way so as to restrict or limit liabilities. The Lead
Member shall be liable irrespective of scope of work or financial commitments.
10. This Agreement shall be construed and interpreted in accordance with the Laws of
Bangladesh and courts at [----] alone shall have the exclusive jurisdiction in all matters
relating thereto and arising there under.
11. It is hereby further agreed that in case of being selected as the Successful Bidder, the
Members do herby agree that they shall furnish the Performance Security Deposit in favour
of BPDB in terms of the RFP.
12. It is further expressly agreed that the Agreement shall be irrevocable and shall from an
integral part of the Power Purchase Agreement (PPA) and shall remain valid until the
expiration or early termination of the PPA in terms thereof, unless expressly agreed to the
contrary by BPDB.
13. The Lead Member is authorized and shall be fully responsible for the accuracy and veracity
of the representations and information submitted by the Members respectively from time to
time in the response to RFP.
14. It is hereby expressly understood between the Members that no Member at any given point
of time, may assign or delegate its rights, duties or obligations under the PPA except with
prior written intimation to BPDB.
15. This Agreement
a) has been duly executed and delivered on behalf of each Member hereto and constitutes
the legal, valid, binding and enforceable obligation of each such Member;
b) sets forth the entire understanding of the Members hereto with respect to the subject
matter hereof; and
c) may not amended or modified except in writing signed by each of the Members and with
prior written consent of BPDB.
16. All the terms used in capitals in this Agreement but not defined herein shall have the
meaning as per the RFP and PPA.
IN WITNESS WHEREOF, the Members have, through their authorized representatives,
executed these present on the Day, Month and Year first mentioned above. for
M/s___________________________
[Member 1]
-----------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution [*])
Witness:
1) Signature_______________ 2) Signature_______________
Name: Name:
Address Address

For M/s--------------------- [Member 2]

----------------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution [*])

28
Witness:
1) Signature_______________ 2) Signature_______________
Name: Name:
Address Address
For M/s--------------------- [Member 2]
----------------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution [*])
Witness:
1) Signature_______________ 2) Signature_______________
Name: Name:
Address Address

For M/s--------------------- [Member 2]

----------------------------------------------
(Signature, Name & Designation of the person authorized vide Board Resolution [*])

29
 ANNEX A-7
Format of Disclosure

[On the letter head of Bidding Company/ Each Member in a Bidding Consortium]

Disclosure
We hereby declare and confirm that only we are participating in the RFP Selection process for
the RFP No: ____________ dated __________ and that our Parent, Affiliate or Ultimate Parent
or any Group Company with which we have direct or indirect relationship are not separately
participating in this selection process.

We further declare that the above statement is true & correct. We are aware that if any stage it is
found to be incorrect, our response to RFP will be rejected and if LOI has been issued or PPA
has been signed, the same will be cancelled and the bank guarantees will be enchased and
recoveries will be effected for the payments done.

Signature of Authorized Signatory of

Bidding Company/ Each Member in a Bidding Consortium

30