Jubail 4&6 Iwp

Confidential
Jubail 4&6 IWP
Request for Proposals

Part I: Instructions to Bidders
Issue Date: 1 January 2024
Bid Submission Date: 30 April 2024
Time: 12h00 KSA time

Jubail 4&6 IWP RFP: Part I
Instructions to Bidders
Jubail 4&6 IWP

Request for Proposals
Part I: Instructions to Bidders

Part II: Technical Specifications
Part III: Drawings and Diagrams
Part IV: Form Sheets
Part V: Draft Project Agreements
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Table of Contents
1. INTRODUCTION .................................................................................................................... 13
1.1. Introduction ..................................................................................................................... 14
1.2. Project Overview ............................................................................................................. 15
1.3. Additional Requests for Information ................................................................................ 15
1.4. Technical Overview......................................................................................................... 16
1.5. Contractual Structure ...................................................................................................... 20
1.6. Project Parties ................................................................................................................. 21
1.7. Financing Structure ......................................................................................................... 23
1.8. Payment Structure .......................................................................................................... 24
1.9. Project Timetable ............................................................................................................ 24
2. TECHNICAL STRUCTURE .................................................................................................... 26

2.1. Project Description .......................................................................................................... 27
2.2. Engineering, Procurement and Construction .................................................................. 28
2.3. Proven Technology and Equipment ................................................................................ 31
2.4. Operations and Maintenance .......................................................................................... 32
2.5. Company's Engineer and SWPC’s Engineer .................................................................. 35
2.6. Power Supply & Electricity Interfaces ............................................................................. 35
2.7. Implementation Schedule ............................................................................................... 36
3. PROJECT CONTRACTUAL STRUCTURE............................................................................ 37

3.1. Company ......................................................................................................................... 38
3.2. Draft Project Agreements ............................................................................................... 39
4. FINANCING STRUCTURE ..................................................................................................... 51

4.1. Total Project Cost of the Project ..................................................................................... 52
4.2. Financing of Project Costs .............................................................................................. 54
4.3. Interest Rate Hedging ..................................................................................................... 60
4.4. Negotiations with Financing Parties................................................................................ 62
4.5. Exclusivity ....................................................................................................................... 62
5. BIDDER'S MODEL AND FORM SHEETS ............................................................................. 63

5.1. General ........................................................................................................................... 64
5.2. Timing ............................................................................................................................. 65
5.3. Assumptions and User Book .......................................................................................... 65
5.4. Required Outputs ............................................................................................................ 67
5.5. Required Returns Analysis ............................................................................................. 68
5.6. Required Sensitivities ..................................................................................................... 68
5.7. Evaluation ....................................................................................................................... 69
5.8. Form Sheet Requirements .............................................................................................. 69
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Table of Contents
6. PAYMENT STRUCTURE ....................................................................................................... 71

6.1. Introduction ..................................................................................................................... 72
6.2. Payments ........................................................................................................................ 72
6.3. Price Indexation .............................................................................................................. 73
6.4. Calculation of Payments ................................................................................................. 74
7. OTHER COMMERCIAL REQUIREMENTS ........................................................................... 75

7.1. Notice of Intention to Bid ................................................................................................. 76
7.2. Legal Form of the Bidder ................................................................................................ 76
7.3. Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid Submission
Date ................................................................................................................................ 77
7.4. Governing Laws .............................................................................................................. 77
7.5. Governing Language ...................................................................................................... 77
7.6. Permits and Licences ..................................................................................................... 78
7.7. Local Content and Programme for the Employment and Training of Saudi Arabian
Citizens ........................................................................................................................... 78
7.8. Insurance ........................................................................................................................ 79
7.9. Conflicts of Interest ......................................................................................................... 80
7.10 Cybersecurity Requirements ......................................................................................... 80
8. PREPARATION AND DELIVERY OF THE BID ..................................................................... 81

8.1. Compliance with Instructions .......................................................................................... 82
8.2. Request for Clarifications ................................................................................................ 82
8.3. Addenda to RFP ............................................................................................................. 83
8.4. Bid Conference, Site Visit and Bid Costs........................................................................ 83
8.5. Validity, Modification and Withdrawal ............................................................................. 83
8.6. Confidentiality and Opening of Bids................................................................................ 84
8.7. Bid Submission Requirements ........................................................................................ 85
8.8. Bid Documents ................................................................................................................ 86
9. PROPOSALS .......................................................................................................................... 91
9.1. Evaluation Methodology ................................................................................................. 92
9.2. Clarification of Proposals ................................................................................................ 92
9.3. Compliance Criteria ........................................................................................................ 93
9.4. Responsiveness and Rejection of Bids .......................................................................... 97
9.5. Levelised Cost Evaluation .............................................................................................. 99
9.6. Secondary Evaluation Criteria ...................................................................................... 101
9.7. Notification of selection ................................................................................................. 102
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DISCLAIMER AND CONFIDENTIALITY NOTICE
The information contained in this Request for Proposals (“RFP”) has been prepared by Saudi Water
Partnership Company ("SWPC") acting upon authority delegated from the Supervisory Committee
for Privatization in the Environment, Water and Agriculture Sector (the “Supervisory Committee”),
with the assistance of KPMG Professional Services, Eversheds Sutherland (International) LLP and
WSP (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 Government of the Kingdom of Saudi Arabia (the “Government”), the Ministry of
Environment, Water and Agriculture (“MEWA”), the Supervisory Committee, SWPC, 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.
SWPC reserves the right, in its absolute discretion, at any stage and with five (5) Business Days’
(or shorter, where necessary) 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, MEWA, the Supervisory Committee, SWPC nor their respective
directors, officers, members, employees, agents or advisers (including the Advisers) shall have any
responsibility or liability for any costs, expenses or other liabilities incurred by the Bidder.
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Glossary of Terms
Capitalised terms not otherwise defined in this Instructions to Bidders (Part I of the RFP), have the
same meanings given to them in Clause 1 of the Water Purchase Agreement (“Definitions and
Interpretations”).
Term Definition
Means an amendment or modification of the RFP by SWPC in
Addendum accordance with Section 8.3 (Addenda to RFP) of this Part I
(Instructions to Bidders) of the RFP
KPMG Professional Services (“KPMG”) as Financial Adviser,
Advisers Eversheds Sutherland (International) LLP as Legal Adviser and WSP
as Technical Adviser
Has the meaning given in clause 1.1 (Definitions) of the WPA a draft
Affiliate
of which is included in Part V (Draft Project Agreements) of the RFP.
Means the letter from Financing Parties supporting the Bid referred to
in Sections 4.2.2 (Requirements from the Bidder: Equity Finance) and
4.2.3.1 (Committed Funding) of this Part I (Instructions to Bidders) of
the RFP, the forms of which are included as Commercial Form Sheet
Bank Acknowledgement Letter
D Section 1 (Form of Bank Acknowledgement Letter for Senior Debt
Facility) and Commercial Form Sheet D Section 2 (Form of Bank
Acknowledgement Letter for Equity Bridge Loan) of Part IV (Form
Sheets) of the RFP.
Bid Means the proposal of the Bidder, submitted in response to this RFP.
Means the bid security to be furnished by Bidder pursuant to Section
8.7.3 (Bid Bond) of this Part I (Instructions to Bidders) of the RFP the
Bid Bond
form of which is included as Legal Form Sheet B Section 1 (Form of
Bid Bond).
Bid Submission Date Means between 09h00 and 12h00 KSA time on 30 April 2024.
Means any pre-qualified individual company or Consortium having
been issued a NPQ by SWPC and which confirms to SWPC its
Bidder intention to submit a Bid in response to the RFP, in accordance with
the provisions of Section 7.1 (Notice of Intention to Bid) of this Part I
(Instructions to Bidders) of the RFP.
Means the financial model to be prepared and submitted by Bidder and
Bidder’s Model described in more detail in Section 5 (Bidder’s Model and Form
Sheets) of this Part I (Instructions to Bidders) of the RFP.
BOO Means build, own, operate.
Has the meaning given in Appendix 8 (Calculation of Payment) of the
Capacity Payments WPA, a draft of which is included in Part V (Draft Project Agreements)
of the RFP.
Has the meaning given in clause 1.1 (Definitions and Interpretation) of
Capital Cost Recovery Charge Appendix 8 to the WPA, a draft of which is included in Part V (Draft
Project Agreements) of the RFP.
Means the price of each component of the service charged by the
Charge Rates Company to SWPC, and used to calculate the Capacity Payments and
the Output Payments defined in Appendix 8 of the WPA.
Has the meaning given to it in Section 8.2 (Request for Clarifications)
Clarification Round
of Part I (Instructions to Bidders) of the RFP.
Closing Date
CMA Means Capital Market Authority in Saudi Arabia.
Means the commercial insurance pursuant to Section 7.8 (Insurance)
Commercial Insurance
of this Part I (Instructions to Bidders) of the RFP.
Means the Senior Debt finance for which credit approved commitments
from Financing Parties have been obtained as described in Section
Committed Funding
4.2.3.1 (Committed Funding) of this Part I (Instructions to Bidders) of
the RFP.
Means a new company to be formed to undertake the Project,
Company incorporated and registered in KSA as a closed JSC or LLC as per the
Saudi Arabia Companies law.
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Term Definition
Has the meaning given to it in Section 2.5.1 (Company's Engineer) of
Company's Engineer
this Part I (Instructions to Bidders) of the RFP.
Means a joint venture, partnership or other combination of international
Consortium and/or KSA companies formed in compliance with the provisions of the
RFP and jointly participating as a Bidder.
Consortium Member Means each individual company forming part of a Consortium.
Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft
Contract Year
Contracted Capacity
of which is included in Part V (Draft Project Agreements) of the RFP
Has the meaning given in Appendix 8 of the WPA, a draft of which is
Contracted SPC
included in Part V (Draft Project Agreements) of the RFP
Has the meaning given in Appendix 8 of the WPA, a draft of which is
Contracted Net SPC
included in Part V (Draft Project Agreements) of the RFP
Control
Means the amounts stated by the Company as per Attachment C to
Cost Recovery Charges
Appendix 8 (Calculation of Payment) to the WPA.
Design Envelope
Development Security
Dollars or USD Means the lawful currency of the United States of America.
Means the draft WPA, PDA, PSIA, EA, LA and WCA, copies of which
Draft Project Agreements
are included in Part V (Draft Project Agreements) of the RFP.
DSCR Means Debt Service Coverage Ratio.
EA Counterparty
Easement Land
Means the "Essential Cybersecurity Controls (ECC-1: 2018)" issued
EC Controls by the National Cybersecurity Authority, as may be amended,
supplemented or varied from time to time.
ECA Means Export Credit Agency.
ECRA Means Electricity and Cogeneration Regulatory Authority
Effective Date Means the date of execution of the WPA.
Electrical Special Facilities or Has the meaning given to it in Section 1.4.1 (Company’s
ESF Responsibility) of Part I (Instructions to Bidders) of the RFP.
Means the SEC consumption tariff for industrial consumers of
Electricity Price
electricity, as amended from time to time.
Means the energisation agreement or agreements to be entered into
between the EA Counterparty and the Company pursuant to the
Power Supply Implementation Agreement not later than four months
prior to the Energisation Date which will set out the terms upon
Energisation Agreement(s) or
which:
EA
(a) the Plant will connect and remain connected to the Electrical
Special Facilities; and
(b) electricity will be supplied for the start-up, testing, commissioning
and operation of the Plant
Energisation Date
EPC Contract
Means the outlined terms and conditions of the EPC Contract signed
EPC Term Sheet
by the Bidder’s EPC Contractor as part of its Bid.
Equator Principles
Has the meaning given in Section 4.2.2 (Requirements from the
Equity Bidder: Equity Finance) of Part I (Instructions to Bidders) of the RFP
and as further defined in the WPA.
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Term Definition
Equity Bridge Loan or EBL
Repayment of Equity Bridge Loan in accordance with Section 4.2.2
Equity Injection Date (Requirements from the Bidder: Equity Finance) of Part I (Instructions
to Bidders) of the RFP.
ERD Means Energy Recovery Device.
ESIA Means Environmental and Social Impact Assessment.
Final Site Area Has the meaning given in clause 1.4.2 of this ITB.
Financial Closing
Financing Documents
Financing Party
Means the Bidder’s outline of their strategy and process to deliver the
financing requirements of the Project as set out in Section 4.2.3
Financing Plan
(Requirements from the Bidder: Senior Debt Finance) of this Part I
Means the outlined terms and conditions of Senior Debt Facilities
Financing Term Sheet
signed by the Bidder’s Financing Parties as part of its Bid.
Fixed O&M Cost Recovery
Appendix 8 to the WPA, a draft of which is included in Part V (Draft
Charge
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.
Has the meaning given in Section 4.2.3.3 (Senior Debt Terms and
Full Term Finance Facilities
Conditions) of this Part I (Instructions to Bidders) of the RFP.
Means General Authority for Meteorology and Environment Protection
GAMEP
of the Kingdom of Saudi Arabia.
GCC Gulf Cooperation Council
GIS Means Gas-Insulated Substations.
Good Utility Practice
Government Means the Government of the Kingdom of Saudi Arabia.
Ha Means hectares.
Hals Means Halalas (100 Hals = 1 SAR).
Has the meaning given to it in Section 9.3 (Compliance Criteria) of this
Immaterial Non-Compliance
Part I (Instructions to Bidders) of the RFP.
Means the schedule for implementation of the Project in accordance
Implementation Schedule with the requirements of Technical Form Sheet C Section 11
(Implementation Schedule) of Part IV (Form Sheets) of the RFP.
IRR Means Internal Rate of Return.
ISTP Means Independent Sewage Treatment Plant.
ITB Means this Part I (Instructions to Bidders) of the RFP.
IWP Means Independent Water Plant.
JSC Means Joint Stock Company.
Km Means kilometres.
KSA Means the Kingdom of Saudi Arabia.
kV Means kilovolts
kWh Means kilowatt-hours
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Term Definition
Means the main point of contact and manager in respect of a
Lead Member Consortium and such entity having received an NPQ pre-qualifying it
to act in such capacity.
Means any person providing debt, Islamic finance, hedging facilities,
Lender bond or capital market financing or refinancing (including any export
credit loans) under the Financing Documents
Means the letter to be submitted by the Bidder in accordance with
Section 8.7.2 (Letter of Conveyance) of this Part I (Instructions to
Letter of Conveyance
Bidders) of the RFP and in 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 7.1 (Notice of Intention to Bid) of this Part I
Letter of Intention (Instructions to Bidders) of the RFP and in the form of Legal Form
Sheet B Section 2 (Letter of Intention) of Part IV (Form Sheets) of the
RFP.
Means levelised water cost, calculated in accordance with 9.5
Levelised Cost (Levelised Cost Evaluation) of this Part I (Instructions to Bidders) of
the RFP.
LLC Means Limited Liability Company.
Local Content Appendix 8 to the WPA, a draft of which is included in Part V (Draft
Local Content Percentage
means the form of scorecard contained at Part 4 of Appendix 10 to the
Local Content Scorecard WPA as provided in Commercial Form Sheet F (Local Content
Scorecard) included in Part IV (Form Sheets) of the RFP.
Local Content Security Appendix 8 to the WPA, a draft of which is included in Part V (Draft
Local Content Target Appendix 8 to the WPA, a draft of which is included in Part V (Draft
M3 Means cubic metres.
M3/day Means cubic metres per day
Means material non-compliance with fundamental procedural
requirements, specifications and other fundamental substantive
requirements of the RFP, and must as a general rule result in the
Material Non-Compliance
rejection of the Bid; it is against the principle of equal treatment to
accept Bids that do not comply with such requirements. The term
“Materially Non-Compliant” shall be construed accordingly.
MEWA Means Ministry of Environment, Water and Agriculture.
MOF Means Ministry of Finance.
NCEC National Center for Environmental Compliance
Net Dependable Water
Capacity
Net Water Output Appendix 8 to the WPA, a draft of which is included in Part V (Draft
NGSA Means National Grid S.A.
NPQ Means Notice of Pre-Qualification.
NWC Means National Water Company
NWS Means the National Water Strategy 2030.
O&M Means operation and maintenance.
Means the agreement between the Company and the O&M Contractor
O&M Contract for the management, operation and maintenance of the Plant as given
in clause 1.1 (Definitions) of the WPA.
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Term Definition
Means the contractor employed by the Company to manage, operate,
O&M Contractor
maintain and repair the Plant in accordance with O&M Contract.
Means the outlined terms and conditions of the O&M Contract signed
O&M Term Sheet
by the O&M Contractor as part of its Bid.
Means the 1978 arrangement between the OECD countries in relation
OECD Consensus Guidelines
to the export credits.
The Consortium Member that is part of a Consortium neither as the
Other Member
Lead Member or Technical Member.
Output Payments WPA, a draft of which is included in Part V (Draft Project Agreements)
of the RFP.
Part I, Part II, Part III, Part IV,
Means the corresponding parts of the RFP.
Part V
Means the independent seawater RO desalination plant with planned
capacity of 600,000 m3/day, located 18 km south of Jubail Industrial
Plant
City at the Arabian Gulf Coast, adjacent to the existing plant units
Jubail 3A IWP in the Eastern province of KSA.
Power Supply Implementation Means Power Supply Implementation Agreement, a draft of which is
Agreement or PSIA included in Part V (Draft Project Agreements) of the RFP.
Means the development, design, financing, engineering, procurement,
construction, commissioning, completion, testing, ownership,
operation, maintenance and insurance of the plant with a capacity of
600,000 m3/day and located 18 km south of Jubail Industrial City at the
Project Arabian Gulf Coast, adjacent to the existing plant units Jubail 3A IWP
in the Eastern province of KSA, together with associated infrastructure
and the development, design, financing, engineering, procurement,
construction, commissioning, completion, testing and transfer of the
Electrical Special Facilities to NGSA.
Means the executed versions of the draft Project Agreements as
Project Agreements
provided in Part IV (Project Agreements) of the RFP.
Has the meaning given to it in clause 1.1 (Definitions) of the WPA, a
Project Commercial Operation
draft of which is included in Part V (Draft Project Agreements) of the
Date or PCOD
RFP.
Project Development Means the Draft Project Development Agreement a draft of which is
Agreement or “PDA” included in Part V (Draft Project Agreements) of the RFP.
The Company must utilize components and systems which are of
new manufacture and proven design. The Plant shall be built to
appropriate internationally recognized standards and shall comply
with all the applicable national and statutory codes.
Proven Technology The design and materials of the main process treatment technology,
systems and equipment must be proven by evidence of at least 2
years successful operational experience for at least 2 location
involving treatment of comparable seawater quality conditions for
plants with a minimum capacity of 90,000 m3/day each.
Quiet Enjoyment
Has the meaning given to it in clause 1.1 (Definitions) of the WPA, a
Rent draft of which is included in Part V (Draft Project Agreements) of the
RFP.
Required Site Area Has the meaning given in clause 1.4.2 of this ITB.
Means this Request for Proposal, being the complete tender document
RFP
for soliciting Bids and each future Addendum thereto, if any.
Means the Request For Qualification issued by SWPC on 26 January
RFQ
2023.
RO Means reverse osmosis.
SAR Means Saudi Arabian Riyal.
Means Saudi Arabian Interbank Offered Rate, a daily reference rate,
SAIBOR
published by SAMA (Saudi Arabian Monetary Authority).
Saudi Arabian Grid Code
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Term Definition
Means the policy which requires that all private sector entities in KSA
Saudization to attract and employ KSA nationals and provide them with certain
minimum contractual rights.
Scheduled Closing Date
Scheduled ESF Provisional Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft
Acceptance Date of which is included in Part V (Draft Project Agreements) of the RFP.
Scheduled Project Commercial Has the meaning given in clause 1.1 (Definitions) of the WPA, a draft
Operation Date of which is included in Part V (Draft Project Agreements) of the RFP.
Seawater Desalination Code
SEC Means Saudi Electricity Company.
Senior Debt
Means, collectively, the Capacity Payments, the Output Payments, the
Service Payments Supplemental Payment, as defined in Appendix 8 of the WPA, a draft
Shareholder
Site
Means Secured Overnight Funding Rate for 3 month USD deposits, as
SOFR
published every business day by the New York Federal Reserve
SPC Specific Power Consumption
SPV Means Special Purpose Vehicle.
Has the meaning given to it in Section 9.7.3 (Negotiations and
Executions of the Draft Project Agreements) of this Part I (Instructions
to Bidders) of the RFP. A reference to the Successful Bidder is a
reference to the entities comprising the Bidder (or Consortium
Successful Bidder
Members) who was/were formally prequalified by SWPC and who shall
become the "Developers" for the purpose of the Project Agreements
and not (unless they are the same) to the shareholders in the Company
or any other entity.
Supplemental Payments WPA, a draft of which is included in Part V (Draft Project Agreements)
of the RFP.
Means Saudi Water Partnership Company, formerly known as Water
SWPC
and Electricity SMLLC.
Means the support agreement between MOF and the Company
SWPC Credit Support
substantially in the form set out in Appendix 6 to the WPA, a draft of
Agreement
which is included in Part V (Draft Project Agreements) of the RFP.
SWPC Development Costs
Means debt procured for the purposes of refinancing the Short Term
Take Out Debt
Finance Facilities.
Means that entity having received an NPQ pre-qualifying it to act in
Technical Member
such capacity.
Technical Specifications Means Part II (Technical Specifications) of the RFP.
Term
Means all costs as set out in Commercial Form Sheet E Section 1.2
Total Project Costs (Project and O&M Budget) included in Part IV (Form Sheets) of the
RFP.
Variable O&M Cost Recovery
Charge
Water Connection Agreement Means the Water Connection Agreement, a draft of which is included
or WCA in Part V (Draft Project Agreements) of the RFP.
Water Connection Point of which is included in Part V (Draft Project Agreements) of the RFP.
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Term Definition
Water Purchase Agreement or Means the Water Purchase Agreement, a draft of which is included in
WPA Part V (Draft Project Agreements) of the RFP.
Water Regulator Code
WERA Means the Water and Electricity Regulatory Authority
WTTCO Means the Water Transmission and Technologies Co.
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 Riyadh, Saudi Arabia;
(b) words importing one gender shall include the other two and words importing the singular
number shall include the plural and vice versa;
(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 the draft WPA issued by SWPC 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 laws of the Kingdom of
Saudi Arabia.
(g) a reference to SOFR or SAIBOR is a reference to that rate or, if such rate is discontinued,
unavailable or no longer generally utilised as a reference rate in projects of this nature (as
determined by SWPC, acting reasonably), such successor reference rate as may be
determined by SWPC (acting reasonably)
Bidders should note that Appendix 1 to the WPA will comprise Part II and Part III of this RFP and
will be inserted at commercial close. References in this RFP to Appendix 1 of the WPA and to
paragraphs of Appendix 1 should be read as references to Part II of this RFP and to paragraphs of
Part II.
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1. INTRODUCTION
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1.1. Introduction
The Government has commenced the process of restructuring and developing the water sector in
the Kingdom, with the intention of placing greater reliance on the private sector to deliver and
manage water services. In furtherance of this aim, the following steps have been taken:
➢ Appointing the Ministry of Environment, Water and Agriculture (“MEWA”) as regulator of the
water and wastewater sector and establishment of the related regulatory framework for the
water and wastewater sector;
➢ Authorising the Saudi Water Partnership Company (“SWPC”) to oversee the procurement of
the water and wastewater-related projects; and
➢ Publication of the National Water Strategy 2030, July 2017 (“NWS”).
In addition to Jubail 4&6 IWP, SWPC is currently embarking on a programme to procure, or has
already procured, from the private sector the following projects:
➢ IWPs –
o Procurement ongoing: Ras Mohaisen
o Procurement completed: Rabigh 4, Rabigh 3, Shuqaiq 3, Yanbu 4, Jubail 3A and

Jubail 3B.
➢ ISTPs –
o Procurement ongoing: Al Haer, Riyadh East and Khamis Mushait.
o Procurement completed: Buraydah 2, Tabuk 2, Madinah 3, Jeddah Airport 2,

Dammam and Taif ISTP
➢ SSTPs –
o Procurement ongoing: Jazan Cluster
➢ IWTPs –
o Procurement ongoing: Riyadh – Qassim, Ras Mohaisen – Baha – Makkah, Rayis

– Rabigh, and Jubail – Buraydah
➢ ISWR –
o Procurement ongoing: Juranah (Makkah 1), Eastern Province & Al - Ahsa.
SWPC has currently the following IWPs under construction:
➢ IWPs – Shuaibah 3 (600,000 m3/day), Jubail 3B (570,000 m3/day), Yanbu 4 (450,000

m3/day), and Rabigh-4 (600,000 m3/day).
SWPC’s principal objectives for the Jubail 4&6 IWP are to:
➢ expand and improve water services in KSA through private sector participation;
➢ achieve operational efficiencies on competitive economic terms;
➢ create employment and training opportunities for Saudi nationals; and
➢ increase further the efficiency of KSA’s economy through utilising the optimal water
desalination technologies and Good Utility Practice.
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An important feature is that the private sector owns 100% of the Project. There is no direct
Government participation or ownership in the Project.
SWPC invites pre-qualified developers and consortia, who are recipients of this RFP to submit their
Bids for the Jubail 4&6 IWP project. This RFP contains details of the bid process as conducted by
SWPC 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.
The Bidder is invited to submit its Bid in accordance with Section 8 (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 producing 600,000 m3/day of potable water
as a greenfield IWP, and the Electrical Special Facilities as described in more detail in Section
1.4.3 (Capacity and Main design Features) below.
The Plant will be structured as a standalone IWP and will be developed on a BOO basis by a
Company to be 100% owned by the Successful Bidder. The Company will be owned by the
Successful Bidder and will be incorporated and registered in KSA as a closed JSC or LLC. No
investment from any Government entity in the Company is being specified or offered as part of this
RFP.
Construction of the Plant and associated facilities is scheduled to begin no later than 1 December
2024 with PCOD expected to be achieved no later than 1 September 2027.
Following PCOD, the Company will be compensated for making the desalination capacity available
and selling water output by SWPC under a 25-year water purchase agreement (“WPA”). SWPC’s
obligations under the WPA will be supported by a credit support agreement (“SWPC Credit
Support Agreement”) entered into by the Ministry of Finance on behalf of the Government of KSA.
Section 1.4 (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 Requests for Information
As detailed in Section 8.2 (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:
Mr. Khaled bin Zwaid AL Qureshi, CEO, Saudi Water Partnership Company, 19th
Floor, Moon Tower, King Fahad Branch Road, Ar Rahmaniyah, Riyadh 12341,
Kingdom of Saudi Arabia, jubail4.iwp@swpc.sa
15
and copied to:
Mr. Stefan Ritsch, Director, Infrastructure & Real Estate, KPMG Professional
Services, Airport Road, 3685 Riyadh Front Saudi Arabia,
Email: sa-fmjubail4and6iwp@kpmg.com
Mr. Ashley Halewood, Partner, Eversheds Sutherland (International) LLP;

ashleyhalewood@eversheds-sutherland.com
Mr. Ashwani Sachar, WSP Middle East, Dubai, UAE;

ashwani.Sachar@wsp.com
In due course, if SWPC requires additional information on the references submitted by the Bidder,
SWPC may request such information from the Bidder. Although no Bidder will have the right to
make an oral presentation to SWPC, SWPC reserves the right to request oral presentations from
the Bidder, if deemed appropriate.
1.4. Technical Overview
The Project shall comprise a greenfield 600,000 m3/day seawater RO desalination facility and
Electrical Special Facilities, located in the Eastern Province of KSA.
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 600,000 m3/day of potable water as a greenfield IWP to be designed using reverse
osmosis seawater desalination technology, including auxiliaries and interfaces;
• to develop, design, finance, procure, construct, commission, operate and maintain the
seawater intake and outfall facilities as part of the Plant;
• to develop, design, finance, procure, construct, commission, operate and maintain other
associated infrastructure as defined in the RFP;
• to dismantle and decommission the Plant, auxiliaries, interfaces and all associated
infrastructure and reinstatement of the Site; and
• to develop, design, finance, engineer, procure, construct, commission, complete, test, and
transfer to NGSA, the Electrical Special Facilities (the “ESF”)
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 ESF to NGSA.
1.4.2. The Site
The WPA as included in Part V (Draft Project Agreements) of this RFP includes provisions that
require SWPC to grant Quiet Enjoyment of the Site and Easement Land from the Closing Date.
Bidders to note that Site clearance and preparation is the Company’s responsibility.
The Site is located 18 kms south of Jubail Industrial City at the Arabian Gulf Coast, approximately
4 km away from under construction plant units (Jubail 3A & 3B) in Eastern Province of Kingdom of
Saudi Arabia as indicated in Appendix 1 of the WPA. The approximate Site location coordinates
are 26°54'32"N; 49°45'57"E. The area allocated is approximately 2.6 hectares for ESF.
16
Jubail 4&6 IWP

Qassim
Riyadh
Eastern Province
The area dedicated to the Plant is estimated at around 17 hectares.
The RFP outlines the exact dimensions for the Site together with the site location coordinates which
will be available for the development of the Jubail 4&6 IWP, within this overall Site boundary, which
is indicated under Part II and 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 Site may be deemed technically non-compliant.
Site Utilisation
The Bidder must specify in its Proposal the maximum area at the Site which the Bidder requires for
the purposes of the Project (the “Required Site Area”).
SWPC may, taking into account the Bidders’ Proposal and the Required Site Area, adjust the Site
such that any unutilised land which does not form part of the Required Site Area will not be allocated
to the Bidder. The Bidder will only be allocated the land area required to undertake the Project in
accordance with its Proposal and consistent with the Required Site Area (the “Final Site Area”).
SWPC will inform the Bidder of the Final Site Area to be used prior to the preferred bidder
announcement.
The Final Site Area will be set out in the WPA in Appendix 1.
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 greenfield seawater RO desalination facility and
reinstatement of the Site. The Contracted Capacity of the Plant at the Water Connection
Point shall be 600,000 m3/day. Bidders must take into account that the Dispatcher will not
17
dispatch water from the Plant at any stage beyond the Contracted Capacity at the Water
Connection Point;
➢ the development, design, permitting, engineering, financing, procurement, construction,

commissioning, testing, completion and transfer to NGSA the Electrical Special Facilities as
per the Bidder’s design in accordance with NGSA specifications.
The Technical Specifications provide a more detailed description of the Project, including the Plant,
the ESF and all auxiliaries, interfaces and associated facilities. The NGSA specifications will form
part of the Technical Specifications, which shall be issued as an addendum.
The Bidder, in preparing its Bid, shall assume that:
• it is free to design the Plant and the ESF as it deems appropriate, provided that it complies
in all respects with the Technical Specifications;
• 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 600,000 m3/day will not
be accepted; and
• no alteration to the proposed Site plan will be permitted.
The Contracted Capacity will be tested at the connection points between the Plant and WTTCO
transmission system, which shall be in accordance with the Water Regulator Code the “Water
Connection Point”).
The Net Water Output will be tested at the Water Connection 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 ESF:
• The Company will be responsible for the engineering, procurement, construction and
transfer of ESF on completion to NGSA. The ESF construction timeline must ensure that
the ESF are commissioned and transferred to NGSA prior to the Scheduled ESF
Provisional Acceptance Date, which has been set having regard to the scheduled date for
the commissioning of the pumping station being developed by SWPC, and the pumping
station is itself required 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 ESF works to connect the Plant with the NGSA
transmission system.
• Upon its transfer to NGSA, pursuant to the WPA, NGSA will have responsibility for the
operation and maintenance of the ESF and transmission lines.
The proposal should not assume that the Plant will be permitted to connect to the Water Connection
Point before the Scheduled Water Connection Date and neither SWPC nor WTTCO shall 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.
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The Bidder is strongly encouraged to ensure that the final construction milestone date is planned
well before SPCOD to allow for commissioning of the Plant.
SWPC’s payment obligation for the Water dispatched will only commence upon completion of the
performance and reliability testing, detailed in Appendix 5 of the WPA, and achievement of PCOD.
For the avoidance of doubt, the Company is not entitled to receive payments for Net Water Output
nor Net Dependable Water Capacity before PCOD and, accordingly, the Bidders are not allowed to
assume any early water revenues in the Bidder’s Model.
The Scheduled PCOD of the Project is 1 September 2027. Following PCOD, it is envisaged that
the Plant will make available the Contracted Capacity and commence producing Net Water Output.
At PCOD, the Contracted Capacity of the Plant at the Water Connection Point as specified in clause
1.1 of the WPA must be 600,000 m3/day, 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 600,000 m 3/day at the
Water Connection Point (“Contracted Capacity”).
The Bidder is encouraged to minimize the Plant’s power consumption. The Plant must be designed
to operate with a Contracted Net SPC values (i.e., net power consumption accounting for alternative
power sources on site (consumption from grid)) not exceeding the upper cap of 3.50 kWh/m3 of
water produced based on the Design Envelope and calculated on an hourly basis. It will be
calculated as total hourly power consumption (from grid) divided by total hourly water production
for the Plant.
Further, the Contracted SPC value (gross power consumption including alternative power sources
on site, i.e, grid + alternative) of the Plant proposed by the Bidders as part of their proposal shall
not be less than the lower cap of 2.9 kWh/m3 of water produced for the maximum SPC case based
on the Design Envelope during the Term.
In the event that the Bidder proposes a Contracted SPC for the Plant lower than 2.9 kWh/m3 at any
time during the operational period for the maximum SPC case, then SWPC shall have right to ask
Bidder to perform an independent review by a third party confirming that the Bidder’s design is
appropriate and that the Plant can operate satisfactorily, at Bidder’s cost. The Bidder shall
subsequently provide written approval from lenders and lenders technical advisor as a part of their
proposal.
Notwithstanding the above, SWPC shall have the right to reject any Bid with Contracted SPC for
the Plant lower than 2.9 kWh/m3 at its sole discretion. Any alternative power sources on site shall
be guaranteed by Bidder and shall be based on state-of-the-art proven technology at the time of
Bid submission.
Bidder’s proposal shall comply with the regulatory requirements for energy efficiency with applicable
law(s), including but not limited to the requirements notified by the Saudi Energy Efficiency Center
(SEEC).
1.4.4. Power Supply
The Company will be responsible for securing the electricity supply it requires for the development
and operation of the Jubail 4&6 IWP through an agreement with NGSA.
Power supply during construction and commissioning will be the responsibility of the Company,
except as set out in the Project Agreements.
The Company is allowed to optimize its electricity supply and consumption from the grid via the use
of alternative power source. The power required to feed the Plant shall be defined by the Company;
nevertheless, the total power requested from the substation, considering the Project loads, cannot
be higher than 130 MVA. This is the total load available from the grid for the IWP Plant. The
installation of the alternative power source shall be restricted to be within the Site (On-shore) and
bidders shall submit detailed proposals of such infrastructure, if relevant.
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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 Kingdom of Saudi Arabia (including
those issued by National Center for Environmental Compliance (NCEC) and any associated
regulatory organization, and Good Utility Practice. 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 Saudi Arabian legislative requirements.
1.5. Contractual Structure
1.5.1. Company Legal Form
The Project will be developed on a BOO basis and the Company will be 100% owned by the
Successful Bidder. The Successful Bidder will be required to invest in the equity of the Company,
either directly or indirectly.
It is the responsibility of the Successful Bidder to incorporate the Company under the laws of KSA,
either as a closed JSC or an LLC. In submitting its Bid, the Bidder acknowledges that the
responsibility of incorporating the 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 its 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 its 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 SWPC that the Lead Member retain at least 35% of the share capital of
the Company for a period of at least five (5) years after the achievement of the PCOD. At all times
prior to the fifth anniversary of PCOD, the Lead Member shall continue to have the largest
percentage ownership of the Company. 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.
In addition to the above-mentioned criteria, Bidder should note that a Saudi entity must maintain a
30% interest in the O&M Contractor from PCOD for the duration of the term of the O&M Contract,
in line with the requirements set out in the Project Development Agreement.
1.5.2. Key Commercial Project Agreements
The Company will enter into the following contractual agreements:
Agreement Parties
Water Purchase Agreement (“WPA”) Company and SWPC
Project Development Agreement (“PDA”) Successful Bidder (not their investment
vehicles) and SWPC
SWPC Credit Support Agreement Company and Ministry of Finance
EPC Contract (“EPC Contract”) Company and EPC Contractor
20
O&M Contract (“O&M Contract”) Company and O&M Contractor

Power Supply Implementation Agreement (“PSIA”) Company and NGSA
Energisation Agreement(s) Company and the EA Counterparty or
Counterparties
Water Connection Agreement (“WCA”) Company and WTTCO
Water Connection Direct Agreement Financing Parties, Company and WTTCO
WPA Direct Agreement Financing Parties, Company and SWPC
Where the Company is not fully established in time to meet the timeline for signature of the WPA,
PDA, WCA and PSIA the Successful Bidder will be permitted to sign such agreements and
subsequently novate each agreement to the Company once established. The principal agreement
under which the Project will be implemented is the WPA.
The Company will enter into agreements required in relation to the financing of the Project. If
necessary, SWPC is willing to enter into a direct agreement with the Financing Parties in relation
to the WPA and to procure that WTTCO enters into direct agreement with the Financing Parties in
relation to the WCA, as is customary for similar financings in KSA.
The Company will be responsible for entering into agreements with NGSA for connection to the
transmission network and the supply of electricity. The level of anticipated electricity demand shall
be within the power sanctioned for the transmission network by NGSA The Power Supply
Implementation Agreement, for the connection to the transmission network and the electricity
supply, is included in Part V of this RFP.
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 3.2.8 (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 3.2.9 (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 are outlined in Section
3.2 (Draft Project Agreements) of this Part 1 (Instructions to Bidders) of the RFP. The 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 3.2.7 (EPC Contract: Key Terms) and 3.2.9 (O&M: Key Terms)
respectively of this Part I (Instructions to Bidders) of the RFP.
Full drafts of the WPA, PDA, PSIA (with annexed draft EA), WCA, WPA Direct Agreement, and
Water Connection Direct Agreement are provided as Part V (Draft Project Agreements) of the RFP.
1.6. Project Parties
Within the Project’s contractual structure, the following Saudi Arabian entities will be involved (either
directly or indirectly):
1.6.1. SWPC
SWPC, as offtaker, will enter into the WPA with the Company for the production of water.
SWPC is a Single Member Limited Liability Company (SMLLC) formed in 2003. Pursuant to Council
of Ministers Resolution 494 dated 5/8/1438H (corresponding to 02 May 2017G) ownership of SWPC
was transferred to the Ministry of Finance.
21
1.6.2. Supervisory Committee
The Supervisory Committee, under mandate from the Council of Ministers, and in conjunction with
the National Center for Privatization, shall have an executive and supervisory role at all stages of
the procurement process, including, but not limited to, the approval of the relevant procurement
documents, communication with the private sector including for the purpose of replying to, and/or
requests for, information, qualifications or bids, the approval and execution of the Project
Agreements as well as any necessary steps to give effect to the Project Agreements, and, more
generally, the provision of any authorizations and execution of any agreements it deems necessary
after consulting with the board of directors of the National Center for Privatization.
1.6.3. National Center for Privatization & PPP
The National Center for Privatization & PPP, in its capacity as the implementing agent for
privatization projects within KSA, shall support and advise the Supervisory Committee in
undertaking its regulatory and oversight role.
1.6.4. Ministry of Finance
The MOF will enter into a SWPC Credit Support Agreement on behalf of the Government with the
Company under which it will guarantee to pay amounts payable by SWPC in accordance with the
WPA.
1.6.5. WERA (formerly ECRA)
ECRA was established pursuant to Council of Ministers Resolution No. (236) dated 27/8/1422H as
a regulatory authority in relation to the electricity and water desalination sector in KSA. Pursuant to
the Ministerial Resolution No. (263) dated 14/05/1442H (the “Resolution”), ECRA becomes the
WERA. WERA monitors the performance of service providers within the regulatory framework in
order to guarantee the provision of safe, reliable, reasonably priced and efficient electric power to
the consumers of Saudi Arabia.
1.6.6. MEWA
MEWA is a regulator for the water desalination industry in Saudi Arabia, and was granted the roles
and responsibilities related to water promulgated pursuant to Royal Decree No. (A/133) dated
30/07/1437H (the “Decree”) and to the Resolution. In accordance with the Decree and the
Resolution, MEWA monitors the performance of service providers within the regulatory framework
in order to guarantee the provision of safe, reliable, reasonably priced and efficient desalinated
water to the consumers of Saudi Arabia (unless it is a co-production: simultaneous production of
electricity and desalinated water or steam, or both). As part of that role, MEWA has an oversight
function in relation to this RFP.
1.6.7. NGSA
In its capacity as transmission service provider, NGSA shall enter into the Power Supply
Implementation Agreement with the Company regarding the development of the Project. NGSA is
a wholly owned subsidiary of SEC and is incorporated under the laws of Saudi Arabia.
22
1.6.8. WTTCO
WTTCO is the operator of the transmission system. WTTCO was established pursuant to
Resolution No. 32 dated Muharram 11, 1441 AH (10 September 2019 Gregorian). WTTCO is
responsible for managing, operating, and maintaining water transmission, storage, and dispatch
systems across KSA. The connection of the Project to the WTTCO transmission system will be
contractually established via the Water Connection Agreement
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 is required to finance
the Total Project Costs and to achieve Financial Close by the Scheduled Closing Date.
SWPC envisages the Company will secure funding for the Total Project Costs from one or more of
the potential sources including:
• Third party Senior Debt
➢ Conventional and Islamic bank financing from local, regional and international
commercial banks;
multilateral development banks;
institutional investors and infrastructure funds 1; and
➢ ECA financing including direct loans and facilities guaranteed by local government
agencies.
• Equity contributions, including Equity Bridge Loans
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.
Debt raised in connection with the Project shall be without recourse to SWPC in any circumstances.
SWPC 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, SWPC is willing to enter into a direct agreement with the
Financing Parties in relation to the WPA and procure that WTTCO enters into direct agreement with
the Financing Parties in relation to the WCA, as is customary for similar financings in KSA. A draft
of the direct agreements in relation to the WPA, and the WCA 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, and
the WCA.
The Bidder is required to submit with its Bid clear evidence of committed financing, as detailed in
Section 4 (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.
1 Where the Bid includes debt from institutional investors and/or infrastructure funds, Bidder should provide confirmation
that such financier has the relevant mandate/approvals/license to provide lending either directly or through its affiliates.
Bidder should also provide references that demonstrate of the proposed institutional investors and/or infrastructure funds
have sufficient experience lending to similar projects and achieving successful financial close of those projects either directly
or through their affiliates, as proposed.
23
Further details of SWPC’s requirements in respect of the financing of the Total Project Costs are
provided in Section 4 (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

SWPC at the Water Connection Point by the Company and which are intended to cover the
Company’s debt service, return on equity, taxes and duties and fixed O&M costs. This
payment would be subject to deductions as per Appendix 8 of the WPA. Bidders should
note that the Net Dependable Water Capacity is measured at the Water Connection 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 Connection Point is (in whole or in part);
➢ Output Payments, which are variable payments payable for each m 3 of Net Water Output
delivered by the Company at the Water Connection Point and which are intended to cover
variable O&M costs and electricity supply costs incurred by the Company in the process of
producing water; and
➢ Supplemental Payments, for licence fees payable in respect of the Service Provider
Licence (as defined in the WPA).
The payment structure is fixed during the Term of the WPA and shall only be indexed, where
applicable, as set out in Appendix 8 (Calculation of Payments) of the WPA.
The Company is not entitled to receive payments for Net Dependable Water Capacity nor Net Water
Output before PCOD. Accordingly, Bidders are not allowed to assume any revenues before
Scheduled PCOD in their Bidder’s Model.
Further detail on the payment structure and applicable indexation is given below in Section 6
(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 PCOD by 1 September 2027. In order to
achieve this objective, the Project timeline is as follows:
➢ 1 February 2024 - Provisional date for Site visit and pre-bid meeting;
➢ 8 February 2024 - Last date for submission of Bidder’s Letter of Intention;
➢ 28 March 2024 - Last date for submission of clarifications by the Bidders;
➢ 30 April 2024 - Bid Submission Date;
➢ 30 July 2024 - Appointment of Shortlisted Bidders;
➢ 29 August 2024 - Execution of Project Agreements;
➢ 1 December 2024 - Financial Closing / notice to proceed;
➢ 1 February 2027 - Scheduled ESF Provisional Acceptance Date;
➢ 1 June 2027 - Scheduled Water Connection Date;
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➢ 1 September 2027 - Scheduled Project Commercial Operation Date (“SPCOD”).
25
2. TECHNICAL STRUCTURE
26
2.1. Project Description
SWPC is proposing that the Jubail 4&6 IWP involve the development of a 600,000 m3/day sea
water reverse osmosis desalination plant on the Site, and the installation of the Electrical Special
Facilities at the Site.
The Project will be located 18 kms south of Jubail Industrial City at the Arabian Gulf Coast,
approximately 4 km away from under construction plant units (Jubail 3A & 3B) in Eastern Province
of Kingdom of Saudi Arabia
The technical requirements for the Plant are detailed in Part II (Technical Specifications) of the
RFP.
The main Plant features are expected to include at a minimum:
• Seawater intake system;
• Brine outfall system;
• Pre-treatment system;
• Reverse Osmosis island 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 for potable water pump protection (As per Bidder’s design)
• Potable water pumping facilities (as required) for dispatching potable water to the tie-in
points;
• Bulk power supply and supporting generator system (essential services); and
• Metering & monitoring systems.
Bidder shall also design, engineer, finance, procure, construct, commission, test the Electrical
Special facilities.
The above mentioned 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;
• SWPC’s minimal technical requirements (including transfer requirements);
• Performance specification, compliance monitoring & testing procedures;
• Functional Technical Specifications & standards;
27
• Management, Operation & Maintenance requirements;
• Environmental Requirements;
• Health & Safety requirements;
• Metering & Monitoring requirements; and
• Inspection, start-up & commissioning requirements.
The Bidder should submit all technical information and data as required and outlined in the Bid
Forms and requested by the documentation and should supplement such technical information and
data with additional descriptions, explanations, drawings and all other information necessary to give
SWPC a clear understanding of its Bid.
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.
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 SWPC.
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 SAR.
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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 SWPC, the following experience in having:
➢ completed the engineering, procurement and construction of a minimum of two (2)

seawater RO desalination plants which:
• have achieved commercial operations or financial close within the last twelve (12)
years;
• in total exceed 225,000 m3/day;
• at least one (1) plant has a minimum capacity of 90,000 m3/day;
• 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 and at least two (2) such seawater RO desalination plants have
been in commercial operation for at least one (1) year from project commercial
operation date; and
• at least one (1) plant is located either (i) outside the home country of the EPC
Contractor or (ii) in the KSA.
➢ in the case of:
• an EPC Contractor, which is an incorporated entity, shall have a net worth (as
demonstrated in in each of the last three years’ financial statements) appropriate
for the construction of the Plant and in any case no less than USD 150 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 150
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
SWPC and the Financing Parties) and such parent company shall have a net worth
of no less than the equivalent of USD 150 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:
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➢ 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;
➢ 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 3.2.7 (EPC Contract: Key Terms) and shall comply with the Technical
Specifications. The terms 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;
➢ 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 3.2.7 (EPC Contract: Key Terms)
and shall comply with the Technical Specifications;
➢ 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 2.2.2 (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 SWPC 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 2.2.3;
➢ a description of the organisation 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;
➢ a demonstration of its compliance with the Technical Specifications;
➢ a demonstration that all proposed components and systems are Proven Technologies and
are newly manufactured by reputable manufacturers;
➢ a demonstration of its use of Good Utility Practice in preparing the design, procurement
and construction of the Plant and the ESF, based on international standards specified in
the Technical Specifications;
➢ 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 of production capacity of 90,000 m3/day or greater which have been in operation
for at least two (2) years;
➢ a completed Technical Form Sheet C Section 3 (General Information about EPC

Contractor), together with descriptions, explanations and any other information required in
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the RFP and as may be necessary to provide SWPC with sufficient information for SWPC
to fully evaluate the Bid; and
➢ 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 Bidder. The Bidder, however, must release its EPC Contractor
from any such exclusivity requirement, upon the written request of SWPC.
2.3. Proven Technology and Equipment
➢ The Bidder must ensure that proposed equipment other than the equipment/process 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.
➢ The Bidder should also note that the Electrical Special Facilities shall be built by an NGSA-
approved contractor and shall be designed according to NGSA's requirements, and
standards, and specifications, as detailed in the Part II (Technical Specifications) of the
RFP. The Bidder shall also note that the ESF equipment shall be supplied from approved
supplier from NGSA. The ESF submission, including the form sheets and the list of
approved subcontractors will be provided in an Addendum. The ESF submission is
expected to be similar to the recent IWPs tendered by SWPC. In particular, the Bidder is
requested to nominate, as part of its Bid, NGSA approved subcontractor for the bulk supply
point works.
➢ The equipment must meet the requirements of performance, reliability and availability
specified in the Technical Specifications.
➢ 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.
➢ 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:
• has designed, fabricated, supplied, tested and successfully commissioned sea

water RO desalination units of similar capacity of at least 90,000 m3/day capacity
and where such sea water RO desalination units which have been in satisfactory
commercial operation for not less than two (2) years; and
• 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 KSA.
➢ The instrumentation and control system manufacturer must be a reputable manufacturer

which:
• 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
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engineering, 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 KSA.
➢ The high-pressure pumps manufacturer must be a reputable manufacturer which:

engineering, 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 KSA.
2.4. Operations and Maintenance
2.4.1. Provision of O&M services
➢ The Company will be obliged to procure all operational facilities and services required for the
Project.
➢ 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.
➢ 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.
➢ The O&M Contractor or its consortium members shall be fully incorporated and in existence at
Bid Submission Date.
➢ 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 25 years from PCOD. The
indexation methodology is set out in Section 6.3 (Price Indexation) of this Part I (Instructions to
Bidders) of the RFP and shall follow the inflation indexes specified in Appendix 8 (Calculation
of Payment) of the WPA.
➢ All equipment and materials used in the Plant are to be properly managed, operated and
maintained at the Company’s expense to ensure operational efficiency and reliability under the
prevailing conditions.
➢ 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 any other Bidder. The Bidder, however, must release its O&M Contractor from any
such exclusivity requirement, upon the written request of SWPC.
➢ The O&M Contractor must monitor the Plant either from the control room inside the control and
administration building at the Site or from a remote control room from a centre off-site.
➢ The Bidder shall ensure that the 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.
➢ The O&M fixed fee and variable fee shall be in USD and/or SAR.
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2.4.2.Eligibility and Qualification Criteria for the O&M Contractor
➢ The O&M 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 O&M
Contractor that can demonstrate, to the satisfaction of SWPC, that:
• it has successfully operated and maintained at least one plant with a minimum capacity
of 90,000 m3/day (the “Reference Plant”);
• such Reference Plant has been in commercial operation for at least four (4) years from
project commercial operation date and has been operated for at least four (4) 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 KSA; and
• the O&M Contractor had a shareholding in the operations and maintenance company/
contractor of the Reference Plant, at the time of achieving project commercial operation
date, of at least 20%.
➢ The O&M Contractor, or a member of the consortium forming the O&M Contractor having an
interest of no less than 35% of such consortium, shall have a minimum net worth of no less
than USD 20 million (as demonstrated in its most recent financial statements, which shall be
no older than 12 months).
➢ The Bidder must complete Technical Form Sheet C Section 5 (General Information about O&M
Contractor) and provide sufficient information to enable SWPC to evaluate the qualifications,
financial capabilities and experience of the O&M Contractor.
➢ 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:
➢ 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;
➢ 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 3.2.9 (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;
➢ 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;
➢ 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 SWPC of
(A) having sufficient financial standing to provide parent company guarantees (to the
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Company), and (B) having sufficient references (either itself and/or among its subsidiaries)
to satisfy the requirements of this section;
➢ 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);
➢ 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 organisational structure in the form of responsibility descriptions and an

organisational 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 Saudi 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
• 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 3.2.9 (O&M:
Key Terms).
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➢ The Bidder should ensure that all data provided is consistent with the terms and conditions
in the signed O&M term sheet.
2.5. Company's Engineer and SWPC’s Engineer
2.5.1. Company's Engineer
A Company'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. It is not, however, a
requirement that a Company's Engineer be engaged as long as the Company has sufficient
equivalent resources available to it.
The Company's Engineer, if required, will be appointed 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 Company's Engineer must be a party that is independent from the shareholders, the
EPC Contractor, the O&M Contractor and SWPC’s Engineer.
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 Company's Engineer.
2.5.2. SWPC’s Engineer
SWPC intends to appoint an Engineer ("SWPC's Engineer") to oversee the construction activities
on-site and represent SWPC’s interests under the WPA.
SWPC's Engineer is expected to interface with the representatives of the Company, including the
Company's Engineer, on a frequent basis.
2.6. Power Supply & Electricity Interfaces
The Company will be responsible for the development, design, permitting, engineering, financing,
procurement, construction, commissioning, testing, completion, and transfer of the Electrical
Special Facilities to NGSA. The Company will be allowed to consider on-site alternative power
source to supplement the Project SPC, at their own risk and within the boundaries of the Site for
Jubail 4&6 IWP and any allocated land by SWPC, and if permitted by WERA and any other relevant
competent authority. Bidders shall submit a detailed proposal for any such alternative power source
in compliance with applicable law (including but not limited to the Regulatory Framework for
Renewable Energy Generation published by WERA (as amended from time to time)).
The Company will be responsible for securing the electricity supply it requires for the development
and operation of the Jubail 4&6 IWP through the PSIA with NGSA.
Power supply during construction and commissioning will also be the responsibility of the Company.
Further details concerning the Electrical Special Facilities and the relevant interfaces are given in
the Technical Specifications.
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2.7. Implementation Schedule
It is currently scheduled that the Project will reach financial close by 1 December 2024. Based on
this assumption, the Implementation Schedule will require the Company to complete the works and
reach PCOD by 1 September 2027.
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 1.9 (Project timetable) of this Part
I (Instructions to Bidders) of the RFP.
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3. PROJECT CONTRACTUAL
STRUCTURE
37
3.1. Company
3.1.1. Bidder and Consortium Requirements
The Bidder, and if the Bidder is a Consortium, each Consortium Member, shall be a business
organisation duly organised, existing and registered and in good standing under the laws of its
country of domicile.
No Consortium shall include a member that is a member (or an Affiliate of a member) of another
Consortium responding to this RFP.
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.
A certified copy of the complete joint venture or consortium agreement, signed by all Consortium
Members must be submitted with the Bid, together with powers of attorney authorising the execution
of such agreement.
The Lead Member will be authorised to act and receive instructions on behalf of all the Consortium
Members. The Lead Member will act as main point of contact and manager of the Consortium.
3.1.2. 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, SWPC discourages Bidders from requesting
any changes to the Consortium ownership structure. The Bidder must obtain SWPC’s approval prior
to:
• introducing additional parties into their Consortium;
• allowing Consortium Members to leave their Consortium;
• changing the proposed shareholding percentages of their Consortium Members; and/or
• allowing any change to the ownership structure of a Consortium Member.
SWPC may consider such requests on their merits, including but not limited to the guidance in the
RFQ. SWPC does not expect to give permission for any changes after submission of Bidder’s Letter
of Intention.
• The Successful Bidder must retain its interest in the Company in accordance with the
requirements as set out in the PDA.
• In particular:
o the Lead Member shall hold no less than 35% equity of the Company;
o the Technical Member shall hold no less than 20% equity of the Company;
o the Lead Member can be the same party as the Technical Member, in which case
such member should hold at least 35% equity of the Company as at the execution of
the Project Agreements; and
o each Other Member of the Consortium shall hold no less than 10% equity of the
Company.
In addition to the above-mentioned criteria, Bidder should note that a local Saudi developer must
hold at least 30% of shares of the O&M company on PCOD in line with the requirements set out in
the Project Development Agreement.
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3.1.3. Legal form of Company
In order to ensure that the Company is formed sufficiently in advance of the signature of the WPA
(“Effective Date”), SWPC will require that the Successful Bidder complete each early step in the
formation process (up to the point where the Successful Bidder is required to inject share capital in
the Company, other than any nominal amount required for establishing the Company) immediately
after the selection as the Successful Bidder.
However, in case formation of the Company is delayed for an unforeseen reason, the WPA and
WCA may be entered into between SWPC and the Successful Bidder. Following the formation of
the Company, these agreements, 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.
For the avoidance of doubt, in the event of such a delay, the Development Bond must still be
provided, with references to the Company replaced in a manner acceptable to SWPC.
The Company will take the form of an LLC or a closed JSC. The Bidder is required to advise SWPC
in its Bid, as to the proposed legal form of the Company. The Successful Bidder (whether a single
entity or a Consortium) will hold 100% of the shares in the Company.
3.2. Draft Project Agreements
Full form Draft Project Agreements are included in Part V of the RFP. SWPC 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. SWPC will not consider any
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 SWPC.
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 Project
Agreements).
The Bidder should provide the financial and technical data required for completion of Appendix 8 of
the WPA.
Unless they are reflected in a marked-up Draft Project Agreement and Legal Form Sheet B Section
4 (Amendments to Draft Project Agreements), any assumptions, qualifications or exceptions
appearing elsewhere in a Bidder’s Bid will not be considered by SWPC as part of its evaluation,
and the Bidder, if selected for negotiations with SWPC, 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 SWPC 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 Company and SWPC. The term of the WPA will commence on the
39
Effective Date and, unless extended or terminated, will remain in effect for a period of 25 years from
PCOD of the Plant. The WPA contains commercial and legal terms and conditions covering
amongst other items:
➢ 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;
➢ SWPC payment obligations;
➢ the sale of Net Dependable Water Capacity and Net Water Output delivered by the
Company to SWPC;
➢ performance requirements;
➢ SWPC monitoring rights;
➢ Appendix 8 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
➢ local content and Saudization requirements.

Although the WPA is to be executed by SWPC and the Company on the Effective Date, neither
party will have any rights or obligations thereunder (other than those expressly described in clause
3 of the WPA) until all of the Closing Date conditions precedent described in clause 3 and Appendix
4 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 SWPC of the water capacity and output of the Project.
Clause 20 of WPA specifies the amounts payable by SWPC to purchase the Project upon early
termination of the WPA after the occurrence of the Closing Date.
The WPA also provides a right of Quiet Enjoyment to the Site, which is why no separate land lease
or usufruct agreement is contemplated.
The WPA is included in Part V of the RFP.
3.2.2. Project Development Agreement
SWPC and the Successful Bidder will enter into the PDA on or around the same date as entering
into the WPA. The PDA will govern matters between the date of the PDA and the Closing Date,
including but not limited to Company formation, project structuring and other matters. After the
Closing Date, the PDA will regulate changes in the Consortium Members and their shareholdings
and disclosure requirements.
3.2.3. Water Connection Agreement
The Company will enter into the WCA with WTTCO on or around the same date as entering into
the WPA. This agreement will establish a contractual framework between the parties to provide for
the connection of the Plant to WTTCO’s water transmission network. The WCA will, at all times, be
subject to the Water Regulator Code.
The form of the WCA is included in Part V of the RFP.
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3.2.4. Power Supply Implementation Agreement
The Company will enter into a PSIA with NGSA on or around the same date as entering into the
WPA. This agreement will establish a contractual framework between the parties to provide for the
development and supervision of the ESF. The PSIA will, at all times, be subject to the Saudi Arabian
Grid Code.
In terms of the PSIA, the Company shall have the obligation to develop, design, finance, construct
and commission the ESF and transfer the ESF to NGSA after commissioning. After commissioning,
NGSA shall supply electricity to the Company for the Term of the WPA.
The Company shall pay NGSA the fees and charges as set out in the PSIA.
The form of the PSIA is included in Part V of the RFP.
3.2.5. Energisation Agreement
The Energisation Agreement or Agreements will govern the connection of the Plant to the electricity
grid and the supply of the electricity to the Plant.
The Company will enter into the Energisation Agreement(s) with the appropriate EA Counterparty
not later than four months prior to the Energisation Date. The EA will, at all times, be subject to the
Saudi Arabian Grid Code.
A draft of the EA is annexed to the PSIA included in Part V of the RFP.
3.2.6. SWPC Credit Support Agreement
SWPC's obligations under the WPA will be supported by a guarantee provided by MOF for the
payment of any sum of money that SWPC is liable to pay to the Company pursuant to the WPA
(including any payments owing as a result of termination of the WPA), to the extent that such sum
has not been paid by SWPC, and is not, or is no longer, being disputed in accordance with the
WPA.
The draft SWPC Credit Support Agreement is included in Appendix 6 of the WPA.
SWPC will not accept amendments to the terms of the SWPC Credit Support Agreement. Mark-ups
to the SWPC Credit Support Agreement will be regarded as a matter of Material Non-Compliance.
3.2.7. 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 either USD or SAR. 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. SWPC 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.
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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:
SWPC expects that the EPC Contract shall be back-to-back with the relevant
General and provisions of the Project Agreements, including the WPA.
Equivalent Project The Company shall ensure that the EPC Contract includes an equivalent project
Relief 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 SWPC.
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.
The EPC Contractor must also perform all work and supply all materials and
Scope 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.
The EPC Contractor shall comply with the Local Content Percentage as set out
in the WPA to the extent applicable.
Fixed price, lump sum, date certain, subject to adjustment for variations and
Price other 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
by the Bidder to be set out in the WPA. The construction milestones must be clearly
Schedule
outlined.
The EPC Contractor’s warranties will include typical EPC contractor warranties,
including, as a minimum, warranties that:
(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
timely and professional manner, utilizing sound engineering principles,
manufacturing standards and project management and supervisory
procedures;
EPC Contractor (c) the Works will be in accordance with the EPC Contract and be fit for their
Warranties 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 Contract Risk EPC Contractor shall obtain all permits, approvals and licenses from the relevant
Allocation competent authority which are required and necessary for the performance of
the EPC Contract and the Project.
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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 SWPC 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 favour of
the Company typically found in EPC contracts for limited recourse, project-
financed transactions including in respect of claims and losses resulting from:
(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
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 the issuance of
Performance Bond the performance bond until 30 days after the end of the final defects liability period.
The performance bond must be for a minimum of 10% of Contract Price.

Upon achievement of the Project Commercial Operation Date, the performance
bond may be reduced to an amount equal to 5% 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 2.2.2 (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.
Design Reviews and Payment, inspection, review, rejection or comment by the Company (or the
Inspection Rights; failure to do so) with respect to any matter relating to the provision of Works by
Effect of Review, the EPC Contractor (or any of its subcontractors) shall not in any way: (i) affect
Inspection, etc. or reduce 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 Consistent with the terms of the WPA. Regime to be no more favourable to EPC
Ground Risk Contractor than the terms of the WPA.
The EPC Contractor shall contract services or supplies with approved
subcontractors and approved vendors.
Subcontracting The EPC Contractor shall ensure that the Company’s rights under EPC Contract
are fully and properly protected under contracts with subcontractors and
vendors, with EPC Contract specifying key provisions to be included in all
material subcontracts.
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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
Company to vary the scope of the Works, which the Company may consider in
Variations
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.
Liquidated Damages for delay will be payable between (i) the Scheduled Project
Commercial Operation Date and (ii) the Project Commercial Operation Date.
Liquidated Damages
for Delay [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 SWPC under the WPA.]
Liquidated Damages for performance will be payable if the Project Commercial
Operation Date is achieved with any performance level being less than one
hundred percent (100%) of the corresponding requirement under the WPA
Liquidated Damages (namely, the Contracted Capacity).
for Performance
[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
(c) 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 1 (Plant Description,
Design Conditions and Technical Data) and Appendix 5 (Acceptance Tests and
Procedures) of the WPA.
The EPC Contractor must at its cost remedy any defect arising in the Works for
the defects liability period, which is to be defined as not less than 24 months
from the Project Commercial Operation Date generally, renewable in respect of
Base Warranty Period rectified defects as set out below.
and Extended If any portion of the Works is replaced or renewed during the defects liability
Warranty Period 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.
Latent Defects The EPC Contractor will also make good at its cost and will be responsible for
Warranty any latent defects (defects that arose prior to the expiry of the defects liability
period but which could not have been discovered through reasonable
44
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
works and in relation to the safety of civil works for a period of 10 years from the
Period
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
Ownership and Title included 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 Works until the Project Commercial
Operation Date.
Care and Custody
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 Insurance scheme to align with requirements in WPA and be consistent with the
requirements of the relevant Financing Documents.
(a) Subject to clause (c), the aggregate liability of the EPC Contractor to the
Company under the EPC Contract shall not be less than 100% of Contract
Price.
(b) Subject to clause (c), neither party shall have any liability to the other for
any special, indirect, incidental, or consequential loss or damage,
including loss of profit, loss of contract, loss of production, data, interest
payments etc., in connection with the EPC Contract.
(c) Paragraphs (a) and (b) will not apply to:
Limitations on (i) any liquidated damages amount payable;
Liability (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.
Change in Law Consistent with the terms of the WPA. Regime to be no more favourable to EPC
Contractor than the terms of the WPA.
Force Majeure Consistent with the terms of the WPA. Regime to be no more favourable to EPC
Governing Law The EPC Contract shall be governed by and construed in accordance with the
laws of England and Wales.
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.
Financing The EPC Contractor shall comply with all reasonable requests from the
Company in connection with the project financing requirements of the Project,
45
including 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
cap on liquidated damages));
(c) representations and warranties;
(d) value added tax;
(e) governing law;
(f) claims for extensions of time and increased cost (which shall be consistent
Additional Typical with the WPA and include notification requirements that are a condition
EPC Contract precedent to any entitlement by the EPC Contractor to make such a claim);
Provisions (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 PCOD.
3.2.8. Full EPC Contract
The Bidder should also include in Section 3 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.
SWPC will review the proposed draft EPC Contract and in the event of any inconsistencies or non-
compliance, SWPC reserves the right to require amendments to be made to the EPC Contract, at
no cost to SWPC.
3.2.9. O&M: Key Terms
As required by Section 2.4, 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:
SWPC expects that the O&M Contract shall be back-to-back with the relevant
General and provisions of the Project Agreements, including the WPA.
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.
Term 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 twenty fifth (25th) anniversary of
the Project Commercial Operation Date (provided that if the term of the WPA is
46
extended, the term of the O&M Contract shall be extended accordingly).

The O&M Term is divided into periods, as follows:
1. Mobilization and Early Contract Period means the period from the date of
execution of the O&M Contract up to and including the Project Commercial
Operation Date; and
2. 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, specialist repair services to the Plant in accordance with Company’s
Scope of Services corresponding obligations under the WPA.
The O&M Contractor shall comply with the Local Content Percentage as set out in
the WPA to the extent applicable.
During the Mobilization and Early Contract 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
O&M Contractor’s and safety procedures, obtain necessary licenses, establish an operating office,
Obligations and procure the insurance required for this period. The O&M Contractor is also
required to develop a start-up plan for the Plant, review and comment on the
Mobilization and relevant documents, manuals and drawings supplied by EPC Contractor, assist
Early Contract Company in taking over the Plant, take delivery on behalf of the Company of various
Period Services 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 Project 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
Project Operating
outages and spare parts 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.
Additional The O&M Contract shall include a provision addressing Additional Services
Services requested 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
Permits
O&M 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.
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 Practice to prevent, avoid or mitigate injury, damage or loss, (ii) promptly
Emergencies 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 reasonably estimates may be required in relation to such emergency
event.
The O&M Contractor shall contract services or supplies with approved

subcontractors and approved vendors.
Subcontracting The O&M Contractor shall ensure that the Company’s rights under O&M Contract
are 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.
47
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 Contract Period, a fixed monthly payment, payable
O&M Contractor’s in advance to be set forth in an Appendix to the O&M Contract; and
Fees
2. For the 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
Deductions and WPA.
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.
O&M Contractor 2. The annual average availability of the Plant shall be at least 98% per annum over
Guarantees the term of the WPA.
Subcontract Included in the price.

Maintenance
services Any assignment or subcontracting of the O&M services is subject to the prior
approval of Company.
Set off The Company shall have a right to set off amounts due or to become due, and
any 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 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 2.4.2 (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
Parent Guarantee the O&M Contract shall be guaranteed by a parent company guarantee provided
by the 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 Insurance scheme to align with requirements under WPA and be consistent with
the 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 Contract Period, an aggregate cap equal to
the amount of the fee payable during the Mobilization and Early Contract Period;
Liability Caps and
2. during the Operating Period, for each Contract 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),
48
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:
O&M Contractor (a) the O&M Contractor will carry out the Services diligently, without delay, in a safe
Warranties and reliable manner, and in accordance with all relevant legal requirements and
the requirements of the WPA;
(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).
Governing Law The O&M Contract is governed by and construed in accordance with the laws of
England and Wales.
Change in Law Consistent with the terms of the WPA. Regime to be no more favourable to O&M
Force Majeure Consistent with the terms of the WPA. Regime to be no more favourable to O&M
The O&M 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 O&M Contract
during resolution of the dispute.
The O&M Contractor shall comply with all reasonable requests from the Company
Financing in 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;
Additional Typical (e) governing law;
O&M Contract (f) claims for increased cost (which shall be consistent with the WPA and include
Provisions 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.
3.2.10. Agreements with Financing Parties
SWPC is willing to enter into (or procure that WTTCO enter into) direct agreement with the
Financing Parties (as outlined below).
49
3.2.10.1. WPA Direct Agreement
If necessary, SWPC is willing to enter into a direct agreement with the Financing Parties in relation
to the WPA. Under this agreement, among other things, SWPC 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 7 to the WPA included in Part V of the
RFP.
3.2.10.2. WCA Direct Agreement
If necessary, WTTCO shall enter into a direct agreement with the Financing Parties in relation to
the WCA. Under this agreement, among other things, WTTCO 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 WCA Direct Agreement is attached as Appendix 8 to the WCA included in Part V of the
RFP.
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4. FINANCING STRUCTURE
51
4.1. Total Project Cost of the Project
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:
(i) Preparatory works;
(ii) 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;
(iii) The Electrical Special Facilities
(iv) The fees payable to NGSA/SEC under the PSIA and EA;
(v) Company’s contingencies;
(vi) Costs for initial inventory;
(vii) Development costs in the period up to and including Financial Closing;
(viii) SWPC Development Cost;
(ix) Success fee;
(x) Owners’ costs;
(xi) Insurance costs prior to PCOD;
(xii) Operating and maintenance costs of the Plant prior to PCOD; (including
mobilization)
(xiii) Initial working capital requirements;
(xiv) Financing costs, including, but not limited to, fees and insurance premia payable
to Financing Parties, interest during construction, upfront fees and commitment
fees; and
(xv) 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 ESF. The ESF costing assumptions and the split
between substation and overhead lines must be clearly outlined in Commercial Form Sheet E
Section 1.2 (Project and O&M budget) of Part IV (Form Sheets).
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 US Dollars and Saudi Arabian Riyals,
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, manufacture, factory testing,
transportation to site, erection, installation, permitting, completion, testing and commissioning,
including all insurances, taxes, levies and duties. For the avoidance of doubt, the Project Budget
should assume the Company is exempt from Customs Duties. As per the current laws and
regulatory framework in KSA, the Developers are required to obtain an industrial license to develop
and operate the Project. The issuance of an industrial license would allow the Developer to obtain
the Customs Duties exemption from the relevant tax authorities.
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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 KSA 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 8
(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 discounted at a rate of 7.5%.
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.
SWPC 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.
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 4.2.1 (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 SWPC Development Costs to SWPC.
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SWPC requires the Company to pay SWPC a lump sum amount (“SWPC Development Costs”)
to allow SWPC 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 required to provide the electricity supply cost computed on the basis of the Electricity
Price, the Contracted Net SPC and the terms of the draft Energisation Agreement.
The Bidder is encouraged to minimize the Plant’s power consumption. The Plant must be designed
to operate with a Contracted Net SPC (net power consumption accounting for alternative power
sources on Site) not exceeding 3.50 kWh/m3 of water produced based on the Design Envelope and
calculated on an hourly basis and as detailed in Chapter 2: Technical Structure, section 2.1.
Any alternative power sources on site shall be guaranteed by Bidder and shall be based on state-
of-the-art proven technology at the time the bid is submitted.
As detailed in the PSIA and EA, the Electricity Price will be the SEC consumption tariff for industrial
consumers of electricity in place for that billing period and will be varied and amended from time to
time.
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, and
(ii) Equity contributions or Equity Bridge Loans (as applicable) 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.
No less than sixty-five percent (65%) of the Total Project Cost may be funded by Senior Debt.
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 Bidders. 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.
Any funding of the Total Project Costs by the Bidder shall be without recourse to SWPC.
No distributions other than the payments permitted in Section 4.1.2 (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.
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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.
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 SWPC.
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 Dollars and/or Saudi Arabian Riyals only.
For the avoidance of doubt, there is no requirement for a minimum projected equity IRR to the
Bidder. The terminal value should not be included in the equity IRR computation presented to
SWPC. 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.
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;
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➢ Conventional and Islamic bank financing from local, regional and international multilateral
development banks;
➢ Conventional and Islamic bank financing from local, regional and international institutional
investors and infrastructure funds 2; 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 SWPC.
Senior Debt shall be denominated in Dollars and/or Saudi Arabian Riyals 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 5 (Bidder’s Model and Form Sheets) of this Part I (Instructions to Bidders) of the RFP.
The Bidder is reminded that the Service Payments that form part of the Bid are firm and that the
Bidder is fully responsible for delivering, at Financial Closing, one hundred percent (100%) of the
requisite financing, including Senior Debt, at the cost and on the terms submitted in its 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, SWPC 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% of the Senior Debt funding requirement, such commitments collectively
being “Committed Funding”, (with the remainder of such facilities “Uncommitted
Funding”);
2 Where the Bid includes debt from institutional investors and/or infrastructure funds, Bidder should provide confirmation
that such financier has the relevant mandate/approvals/license to provide lending either directly or through its affiliates.
Bidder should also provide references that demonstrate of the proposed institutional investors and/or infrastructure funds
have sufficient experience lending to similar projects and achieving successful financial close of those projects either directly
or through their affiliates, as proposed.
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➢ 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 4.3.1 (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 8.5 (Validity,
Modification and Withdrawal) of this Part I (Instructions to Bidders) of the RFP.
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 4.2.3.4 (Post-Bid Funding) of this Part I
(Instructions to Bidders) of the RFP, SWPC 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 export credit agencies 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% of the total Senior Debt requirement, the remaining 50%
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 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
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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 4.3 (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 export
credit agencies is required to structure the overall debt repayment schedule to meet the
requirements of the commercial banks whilst adhering to the OECD Consensus Guidelines.
SWPC will allow the Bidder the flexibility (e.g. in repayment structure) to achieve such
integration.
(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 4.3 (Interest Rate
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Hedging) of this Part I (Instructions to Bidders) of the RFP and (d) a Spread (or margin) in
addition to the underlying SOFR or SAIBOR interest rate no less than the highest level of
Spread (or margin) applicable to the Short Term Finance Facilities in the period between
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 SAIBOR
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)
and (c);
➢ 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);
➢ 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 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.
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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, SWPC 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 4.2.3.3 (Senior Debt Terms and
Conditions) of this Part I (Instructions to Bidders) of the RFP.
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 SWPC’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.
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 15 April 2024.
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 utilising the end-of-day curve
applicable on the 15 April 2024, 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.
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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, SWPC 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 4.3.3 (Adjustment to Charge Rates) of this Part I (Instructions to
Bidders) of the RFP.
The Bidder should note that SWPC 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 4.3.3 (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.
SWPC 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 SWPC’s sole discretion, then SWPC 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 SAR, irrespective of
whether contractors, vendors or suppliers charge part of or all of plant, equipment or services in a
currency other than USD or SAR.
The Bidder shall ensure that its construction, operation and financing costs are in USD or SAR. The
Charge Rates currency split shall be sized accordingly to ensure that the Company is not bearing
any foreign exchange risk.
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 SWPC.
SWPC 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, SWPC 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
applicable on the 15 April 2024) used in the Bid using Commercial Form Sheet E Section
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2.4 (Notional profiles), all as agreed by SWPC 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 SWPC 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
SWPC 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 Appendix 11 (Maximum Principal Amount) 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, SWPC reserves the right
to assume the required spreads are zero, before making the adjustment.
4.4. Negotiations with Financing Parties
Following notification of shortlisting to each of the Shortlisted Bidders as set forth in Section 9.6
(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 that of the Bidder (if designated a Shortlisted Bidder), although SWPC
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 4.2.3.1 (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 SWPC 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
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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 8 (Calculation of Payments);
➢ the WPA, in particular the SWPC Development Costs as set out in the WPA;
➢ the PSIA, in particular the electricity supply cost assumptions provided in Section 9.5.2
(Assumptions for Calculations of Required Values);
➢ the PSIA, in particular the charges and fees payable to NGSA;
➢ 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 9.5.2 (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.
The Bidder’s Model should contain a summary sheet that outlines the Levelised Cost and the base
year tariff. The Levelised Cost and the base year tariff should be aligned to the Bidder’s Commercial
Formsheet E Section 3.1 and 1.1 respectively.
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 SWPC’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 SAR (calculations for construction, operations,
financing, accounting, tax, financial statements etc.) with a USD summary sheet.
The Water output and capacities in the Bidder’s Model must be expressed in m 3 and m3/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 (final version submitted as part of Bid) has been audited and that
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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;
➢ Usage of appropriate, relevant and optimised macros to compute results with accuracy and
efficiency; 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;
➢ 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; all the redundant
macros shall not be included in the Bidder’s Model;
➢ Financial Model macros should be optimized for efficient results and redundant macros
should be removed from the Financial Model before submitting the Bid;
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➢ 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
➢ 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;
➢ Breakup of levelised cost of water and base tariff in the summary sheet;
➢ 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 5.5 (Required Returns 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 Attachment E (Indexation / Exchange rate
adjustment) of Appendix 8 (Calculation of Payment) of the WPA;
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➢ 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;
➢ A Financial Model summary sheet reflecting the Levelised Cost and Base year tariff; and
➢ A summary of other key outputs.
The required outputs shall be shown in both USD and SAR.
5.5. Required Returns 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:
➢ at the Company level;
➢ on a monthly basis prior to PCOD and quarterly/semi-annually thereafter;
➢ both on a nominal and real basis;
➢ pre and post the payment of shareholder taxes and zakat; and
➢ the rate shall not be modified to reflect a reinvestment rate.
The equity IRR calculations above must:
➢ base the distributions on the cash flows available for distribution from the Service Payments;
➢ include the success fee (if any); and
➢ 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/SAR exchange rates by 10%;
➢ Increase/ decrease in the Electricity Price by 10%;
➢ Changes in SPC by 5% and 10%;
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➢ 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%.
5.7. Evaluation
As part of its evaluation process, SWPC will use its own evaluation model. The analysis to be
performed by SWPC upon the Bidder’s Model will be supplementary to that conducted through
SWPC’s own evaluation model and SWPC may submit requests for clarification to resolve any
discrepancies in results between the Bidder’s Model and SWPC’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 Levelised 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 E Section 4.1: Termination Values;
➢ 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:
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• that all material issues relating to the Draft Project Agreements are identified in the
mark-ups provided as part of the Bid;
• the Financing Term Sheet contains all required material terms required by such
Financing Party;
• 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;
• it has reviewed the Bidder’s interest rate assumptions and hedging policy and
agrees with them; and
• 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
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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 8 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 8 of the WPA provided in
Part V (Draft Project Agreements) of this RFP.
6.2. Payments
SWPC will make the following payments to the Company:
➢ Capacity Payments: in respect of Net Dependable Water Capacity of the Plant measured
at the Water Connection Point. Bidders should note that the Net Dependable Water
Capacity is measured at the Water Connection 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 Connection Point is (in whole or in part);
➢ Output Payments: in respect of the Net Water Output measured at the Water Connection
Point in accordance with the Technical Specifications outlined in the WPA; and
➢ Supplemental Payments: in respect of expenses incurred in relation to licence fees

payable in respect of the Service Provider Licence (as defined in the WPA).
6.2.1. Capacity Payments
The Capacity Payments are made up of the following components:
➢ 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
➢ Component B: Fixed O&M Cost Recovery Payments in respect of the fixed O&M cost of
the Project.
The above components are defined in Appendix 8 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 8 (Calculation of Payment) of the RFP.
6.2.2. Output Payments
The Output Payments are made up of the following components:
(i) Component C: Electricity Consumption Recovery Payments in respect of the

electricity consumption of the Plant; and
(ii) 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 8 of the WPA provided in Part V (Draft Project
Agreements) of the RFP.
The Bidder shall note that it may not propose Contracted Net SPC in excess of 3.50 kWh/m3, on
an hourly basis accounting for any alternate power sources on site, for any Contract Year and as
detailed in Chapter 2: Technical Structure, section 2.1.
6.2.3. Supplemental Payments
The Supplemental Payments are paid for the licence fees payable in respect of the Service Provider
Licence (as defined in the WPA). The calculation of Supplemental Payments is specified in
Appendix 8 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 Levelised Cost will be based on calculating the net
present value using a 7.5% 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/SAR US Saudi Arabian 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 - - - Yes
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/SAR
exchange rate.
Further detail on the indexation mechanism is included in Appendix 8 (Calculation of Payments) 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 Levelised Cost 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 8 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 8 of the WPA provided in Part V (Draft Project Agreements) of the RFP;
➢ the Bidder’s proposed Contracted Net SPC as set out in Appendix 8 of the WPA provided
in Part V (Draft Project Agreements) of the RFP;
➢ the Bidder’s proposed Charge Rates as set out in Appendix 8 of the WPA provided in Part
V (Draft Project Agreements) of the RFP; and
➢ the macroeconomic assumptions as stated in Section 9.5.2 (Assumptions for Calculations

of Required Values) of this Part I (Instructions to Bidders) of the RFP.
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7. OTHER COMMERCIAL
REQUIREMENTS
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7.1. Notice of Intention to Bid
The Bidder must notify SWPC, 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 8 February 2024, 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
7.3 (Changes in the Bidder, the EPC Contractor or O&M Contractor after Bid Submission Date) of
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.
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.
As part of its Bid, the Bidder must furnish evidence of its legal structure and, in the case of a
Consortium, information with respect to: (a) the legal relationship among the Consortium Members,
and (b) the role and responsibility of each Consortium Member, including:
➢ A certified copy of the complete joint venture or consortium agreement, signed by each
Consortium Member; and
➢ Power(s) of attorney authorising the execution of such agreement, which must be

authenticated by the consular authorities outside of KSA and the necessary authorities
within KSA.
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:
• have received an NPQ authorising it to act as Lead Member;
• 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
• 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:
• have received an NPQ authorising it to act in such capacity; and
• 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 SWPC recognising its
standing as both the Lead Member and the Technical Member.
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If the Lead Member has not received a NPQ from SWPC, 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 35% of the Equity in the Company. A
Technical Member must contribute and hold a minimum of 20% of the Equity in the Company. Each
Other Member of a Consortium, which is neither the Lead Member nor a Technical Member, must
contribute a minimum of 10% of the Equity in the Company. The PDA includes minimum periods
for equity retention. In addition to the above-mentioned criteria, Bidder should note that a local
Saudi developer must hold at least 30% of shares of the O&M company on PCOD in line with the
requirements set out in the Project Development Agreement.
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 SWPC. Furthermore, SWPC 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 7.1 (Notice of Intention to Bid). SWPC 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 a 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 SWPC.
SWPC 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.
7.4. Governing Laws
(a) the WPA, WPA Direct Agreement, EPC Contract and O&M Contract shall be governed by
and construed in accordance with the Laws of England and Wales.
(b) the PSIA, SWPC Credit Support Agreement, WCA, and WCA Direct Agreement will be
governed by and construed in accordance with the laws of KSA.
7.5. Governing Language
English shall be the governing language for all Project Agreements other than the following
where Arabic will be the governing language:
(a) the WCA and WCA Direct Agreement; and
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(b) the SWPC Credit Support Agreement.
7.6. Permits and Licences
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, SWPC 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. Local Content and Programme for the Employment

and Training of Saudi Arabian Citizens
The Company shall be required to comply with the Local Content Percentage as set out in the WPA
for both construction and operation, to the extent applicable. Failure to achieve the Local Content
Percentage shall attract liquidated damages as set out in the WPA.
The Company will be required to:
➢ ensure the participation of Saudi Arabian citizens in the bidding for goods and services
offered by Saudi Arabian suppliers on competitive terms; and
➢ employ and train Saudi Arabian citizens during the construction and operation of the
Project, in each case to the maximum extent possible,
in accordance with relevant laws and the WPA.
Accordingly, the Bidder must provide as part of its Bid:
➢ its strategy and plan for the participation of Saudi Arabian providers of goods and services,
including
• the draft Local Content Scorecard, setting out the anticipated local content spend in
the form set out in Commercial Form Sheet F;
• the procurement plan of the Company, the EPC Contractor and the O&M Contractor,
identifying how the Bidder intends to meet and exceed the minimum local content
thresholds,
and
➢ a comprehensive employment and training programme for Saudi Arabian citizens. Such
programme must include:
• a plan for targeted employment of Saudi Arabian citizens and, where expatriate
personnel are employed, provide a clear succession plan to replace such employees
with Saudi Arabian citizens; and
• a training plan, including, but not limited the details of the anticipated courses, the
organisations responsible for such training, the number of employees anticipated to
be trained and the anticipated formal accreditation for the training.
The Successful Bidder shall provide the final Local Content Scorecard along with Procurement Plan
(including Planned Country of Origin), as required under the WPA, prior to the Closing Date.
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On the basis of the above, SWPC, acting on behalf of the Kingdom of Saudi Arabia, requires the
Company to pay liquidated damages in case the Company is not able to meet the Local Content
requirements to compensate for the loss suffered by the Kingdom of Saudi Arabia. The Company
is required:
(i) to commit, as part of its bid (and as an obligation under the WPA) to achieve a
minimum level of Local Content in relation to the design and construction of the
Plant in the Period up to the Project Commercial Operation Date of 40%;
(ii) to commit, as part of its bid (and as an obligation under the WPA) to achieve a
minimum level of Local Content in relation to the operation and maintenance of the
Plant in the Period following the Project Commercial Operation Date of 50% for the
first 5 Contract Years and 70% for the remaining Contract Years;
(iii) to submit with its bid a draft Local Content Scorecard and to prepare and submit
as a condition precedent to Financial Closing a final Local Content Scorecard;
(iv) to report on a regular basis against the Local Content Targets using the Local
Content Scorecard and to co-operate in audits to be carried out in connection with
the calculation of Local Content liquidated damages;
(v) to provide the Local Content Security in respect of the construction phase Local
Content liquidated damages;
(vi) to pay liquidated damages of SAR 3,750,000 for each percentage failure to achieve
the minimum levels set out above in respect of the construction phase, up to a
maximum of SAR 37,500,000;
(vii) to pay for each of Contract Years 1 to 5, liquidated damages of SAR 937,500 for
each percentage failure to achieve the minimum level set out above in respect of
those years up to a maximum of SAR 9,375,000 per Contract Year; and
(viii) to pay for Contract Year 6 and each Contract Year thereafter liquidated damages
of SAR 750,000 for each percentage failure to achieve the minimum level set out
above in respect of those years up to a maximum of SAR 7,500,000 per Contract
Year.
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:
➢ KSA law;
➢ 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
3 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 SWPC accordingly and seek a waiver of
such conflict of interest from SWPC. SWPC 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 National Cybersecurity
Authority (NCA) "Essential Cybersecurity Controls (ECC-1: 2018)", as may be amended,
supplemented or varied from time to time (the "EC Controls") and which sets out the minimum
cybersecurity requirements for organisations within its scope. The Bidder should also be compliant
with any regulations and guidelines issued by NCA, within the scope of ICS. NCA is in the process
of issuing cybersecurity controls that are dedicated to ICS security-OT security Controls
(Operational Technology Security). As the Company will be owning and operating critical national
infrastructure it will be within such scope. The main objectives of the EC Controls are to set the
minimum cybersecurity requirements for information technology assets in organisations. These
requirements are based on industry leading practices which will help the Company minimise
cybersecurity risks that originate from internal and external threats.
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8. PREPARATION AND DELIVERY OF

THE BID
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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 impartial evaluation and ranking 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. Mark-ups to the
Technical Specifications are not permitted.
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.
SWPC 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.
SWPC reserves the right to reject any Bid as Materially Non-Compliant at its sole discretion.
8.2. Request for Clarifications
If the Bidder has any doubt as to the meaning or intent of any section of this RFP or requires
additional information, the Bidder may, in writing, submit a request for clarification to SWPC.
Requests for clarification must be submitted to, and received by, SWPC no later than 28 March
2024.
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:
Mr. Khaled bin Zwaid AlQureshi, CEO, Saudi Water Partnership Company, 19th Floor, Moon Tower,
King Fahad Branch Road, Ar Rahmaniyah, Riyadh 12341, Kingdom of Saudi Arabia, Email:
jubail4.iwp@swpc.sa
Mr. Stefan Ritsch, Director, Infrastructure & Real Estate, KPMG Professional Services,
Airport Road, 3685 Riyadh Front Saudi Arabia, Email: sa-fmjubail4and6iwp@kpmg.com
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Mr. Ashley Halewood, Partner, Eversheds Sutherland (International) LLP; Email:

ashleyhalewood@eversheds-sutherland.com
Mr. Ashwani Sachar, WSP Middle East, Dubai, UAE; Email: ashwani.Sachar@wsp.com
SWPC will endeavour to respond to requests for clarification within two (2) weeks after the
corresponding date (as set out in Section 1.9 (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, SWPC’s expectation is that replies will be issued in the
form of “common replies” issued to all Bidders.
Save for written responses from SWPC pursuant to this Section 8.2 (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 SWPC 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 4.3.1 relating to hedging), SWPC 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 SWPC to the Bidder.
Each Addendum issued by SWPC will constitute part of this RFP.
8.4. Bid Conference, Site Visit and Bid Costs
If needed, SWPC may conduct a bid conference virtually or in-person before the Bid Submission
Date. Accordingly, SWPC may subsequently make relevant communication concerning the bid
conference to the Bidders.
Prior to the Bid Submission Date, SWPC 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 SWPC.
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 SWPC, 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. SWPC will under no circumstances be responsible or liable for any such costs or expenses,
regardless of, without limitation, the conduct by SWPC 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 SWPC as non-compliant. Similarly, a Bid including conditionality for project milestones,
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other than as outlined in Section 1.9 (Project Timetable) of this Part I (Instructions to Bidders) of the
RFP, may be rejected by SWPC as non-compliant.
SWPC 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 8.5 (Validity, Modification and
Withdrawal) of this Part I (Instructions to Bidders) of the RFP, will entitle SWPC 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 9.1 (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.
SWPC will open the envelope containing the Letter of Conveyance in an open session on the Bid
Submission Date at approximately 12h00, Saudi Arabian time at the address specified in Section
8.7 (Bid Submission Requirements) of this Part I (Instructions to Bidder) of the RFP (the “Opening”).
The Bidder will be permitted to have a maximum of two (2) representatives attend the session.
At the Opening, SWPC will ensure that the Bid Bond and duly executed Letter of Conveyance and
power(s) of attorney (attached as Appendix C to the Letter of Conveyance) have been furnished, in
accordance with the requirements as set out below. A representative of the Bidder will then be
requested to identify each document in the bid document checklist attached as Appendix A to the
Letter of Conveyance (the “Bid Document Checklist”). From the time the Bid is submitted until
after they are opened and contents of the Bid Document Checklist identified, it will remain in the
presence of SWPC. Any sealed envelope opened at the Opening that fails to include the original
Letter of Conveyance (and related appendices), and power(s) of attorney shall be immediately
rejected at the Opening.
Save as provided for in this Section 8.6 (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 SWPC’s discretion, only to the Shortlisted Bidders. For the avoidance of doubt,
no prices will be announced at the Opening.
Any effort by the Bidder (or any local agent or representative) to influence SWPC 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.
Bids for which notices of withdrawal have been submitted in accordance with the provisions of
Section 8.5 (Validity, Modification and Withdrawal) of this Part I (Instructions to Bidders) of the RFP
will not be opened by SWPC.
SWPC will not return the original or any copies of a Bid.
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8.7. Bid Submission Requirements
8.7.1. Bid Submission
The Bidder is allowed to submit one Bid only and SWPC 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 one original hard copy (marked “Original Bid”), three soft copies of its Bid
on USB drives, and two copies of the Bidder’s Model on USB drives (please note financial
statements can be submitted in soft copy only), to the following address:
THE CHIEF EXECUTIVE OFFICER

SAUDI WATER PARTNERSHIP COMPANY
19th Floor, Moon Tower
King Fahad Branch Road
Ar Rahmaniyah
Riyadh 12341
Kingdom of Saudi Arabia
The Bid must be received by SWPC at the address specified above between 09h00 and 12h00,
Saudi Arabian time, on the Bid Submission Date. SWPC 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 SWPC before indicated time on the Bid Submission Date.
No Bid will be accepted by SWPC after the indicated time on the Bid Submission Date.
The Bid must be sealed in one or more envelopes. Each envelope must be marked “Jubail 4&6
IWP – [Bidder Name]”.
The Bid must include the original Letter of Conveyance (and related appendices) and power(s) of
attorney in a separate envelope.
All documents comprising the Bid must be securely bound and will become the property of SWPC
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 KSA outside KSA and the necessary authorities within
KSA.
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8.7.3. Bid Bond
The Bidder must provide a bid bond or bid bonds (the “Bid Bond”) in the aggregate amount of
37,500,000 Saudi Arabian Riyals (SAR 37,500,000) in the form of an irrevocable and unconditional
guarantee, issued by a recognised bank or banks domiciled and licensed to conduct business in
KSA and acceptable to SWPC.
The Bidder should check with SWPC 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 extended as detailed in Section 8.5 (Validity, Modification and Withdrawal) of
The Bid Bond will be returned to the Bidder within thirty (30) days of notification by SWPC 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 SWPC that the Financing
Parties supporting its Bid have been released from their exclusivity obligations, or (ii) SWPC 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 SWPC until the
Closing Date has been achieved by the Shortlisted Bidder).
The Bid Bond may be called for a number of reasons including:
➢ If the Bidder is advised by SWPC 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;
➢ If a Bidder withdraws its Bid during the Validity Period or, if selected as the Preferred Bidder,
it:
• refuses or fails to negotiate the Draft Project Agreements, including Part II (Technical
Specifications) of this RFP;
• refuses or fails to execute the Draft Project Agreements (including any direct
agreements) in the form agreed during negotiations; or
• refuses or fails to furnish the Development Security pursuant to the WPA.
8.8. Bid Documents
Bids shall be split into four sealed envelopes (one for each Volume), as set out below. Volume I,
Volume II and Volume III may not contain any financial and cost information, which shall be
contained solely in Volume IV. Non-compliance with this requirement may result in bids being
disqualified.
The Bid’s four volumes (Volume I to IV) shall be split into sections as shown below:
Volume I:
Cover letter
➢ Section 1:
• Letter of Conveyance (Legal Form Sheet A without Appendix B).
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• 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 KSA and the necessary authorities within KSA;
• Bid Bond (Legal Form Sheet B Section 1).
➢ Section 2:
• Information regarding, as applicable, the Bidder’s organisation and each Consortium

Member, including:
o 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);
o 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
o Completed forms regarding the legal status, eligibility and qualification of the EPC
Contractor, the O&M Contractor and the Company's Engineer (Technical Form Sheet
C Section 3 to Section 9).
Volume II
➢ Section 1:
• Clean and blackline copies of the WPA (in Microsoft Word Format) marked to show all
proposed modifications, if any, including explanations accordance with Section 3.2 (Draft
Project Agreements) of this Part I (Instructions to Bidders) of the RFP (Legal Form Sheet
B Section 4 in Microsoft Word Format)
• 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
▪ The Rate of Liquidated Damages to be paid for each day of delay as outlined in Sub-
clause 7.3.1 under Clause 7.3. (Liquidated Damages) of the Draft WPA
▪ The Guaranteed Amount set out in Paragraph 1, Appendix 6 (Performance Security)

of the Draft WPA
▪ The Cost Recovery Charges set out in Attachment C, Appendix 8 (Calculation of

Payment) of the Draft WPA
▪ The Maximum Principal Amount set out in Appendix 11 (Maximum Principal Amount)
of the Draft WPA
• 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:
• Clean and blackline copies of the WCA (in Microsoft Word Format) marked to show all
87
➢ Section 3:
• Clean and blackline copies of the PDA (in Microsoft Word Format) marked to show all
• NOTE: copies of the PDA, as above, shall not include any financial and cost information
for:
▪ The Capital Contribution for shareholders set out in Clause 5 (Shareholding) of the
Draft PDA
• 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 4:
• Clean and blackline copies of the PSIA (in Microsoft Word Format) marked to show all
Volume III
➢ Section 1:
• Clean copy of Part II (Technical Specifications) of the RFP, including explanations in

accordance with Section 9.3.3 (Technical Compliance Criteria) of this Part I (Instructions
to Bidders) of the RFP;
• 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;
• The technical proposal shall include a detailed electrical load list for the entire Plant, a
detailed proposal for any alternative power source (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;
• 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;
• 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;
• Returnable Technical Documents (Technical Form Sheet C Section 1 – Section 23); and
• Technical Form Sheet C Section 24).
➢ Section 2:
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• Proposed Project management programme during engineering, procurement and

construction in accordance with the requirements of Section 2.2 (Engineering,
Procurement and Construction) of this Part I (Instructions to Bidders) of the RFP.
➢ Section 3:
• Draft scope of services for Company's Engineer and other related information in
accordance with the requirements of Section 2.5 (Company’s Engineer and SWPC’s
Engineer) of this Part I (Instructions to Bidders) of the RFP.
➢ Section 4:
• Draft Local Content Scorecard and a programme for Saudi Arabian nationals employment
and training in accordance with the requirements of Section 7.7 (Local Content and
Programme for the Employment and Training of Saudi Arabian Citizens) of this Part I
• NOTE: Draft Local Content Scorecard shall not include any financial and cost information,
only committed percentages in respect of Commercial Form Sheet F, section 2.1, “Local
Content Score (%)” and Commercial Form Sheet F, section 3.1, “Contribution to Local
Content (%)”, and completed Commercial Form Sheet F, sections 1.4 and 1.5. Inclusion
of any financial or cost information in the Draft Local Content Scorecard may result in the
bid being disqualified. Excluded financial and cost information shall be captured in the
relevant Commercial Form Sheet.
• Technical Form Sheet C Section 24). Technical Form Sheet C (Sections 10 – 22). Please
include in Volume 3 irrespective if this is duplicated in Volume I, II or IV.
Volume IV
➢ Section 1:
• Letter of Conveyance (Legal Form Sheet A with Appendix B).
• 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 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.
• Where the Bid includes debt from institutional investors and/or infrastructure funds, Bidder
should provide confirmation that such financier has the relevant
mandate/approvals/license to provide lending either directly or through its affiliates.
Bidder should also provide references that demonstrate the proposed institutional
investors and/or infrastructure funds have sufficient experience lending to similar projects
and achieving successful financial close of those projects either directly or through their
affiliates, as proposed.
• Commercial Insurance (Commercial Form Sheet D Section 4).
➢ Section 2:
• Project cost estimates (Commercial Form Sheet E Section 1.1 and 1.2); and
• The proposed Charge Rates, Contracted Capacity, Projected Net Water Output and
Contracted Net SPC for payment calculation in accordance with Appendix 8 of the WPA
(Commercial Form Sheet E Section 3.1 and 3.3);
• The Levelised Cost based on the evaluation conditions as set forth in Section 9.5
(Levelised 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;
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• The Bidder’s Model and supporting explanations and assumptions in the Model Book as
defined in Section 5 (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;
• 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);
• The soft copy of Commercial Form Sheet E Section 1, Commercial Form Sheet E Section
2, Commercial Form Sheet E Section 3 and Commercial Form Sheet E Section 4
provided in Part IV (Form Sheets) of the RFP to be embedded in the Bidder’s Model; and
• Local Content Scorecard (Commercial Form Sheet F) to be completed (i) for the
construction period to demonstrate a Local Content Target of 40%, (ii) for the first five
years post COD to demonstrate a Local Content Target of 50% and (iii) from year six post
COD onwards to demonstrate a Local Content Target of 70%. Sheet requirements
contained in Part IV (Form Sheets) of the RFP.
➢ Section 3:
• 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 3.2.8 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 2.2.3 (Required Bid Information &
Responsibilities) of this Part I (Instructions to Bidders) of the RFP (in Microsoft Word
Format).
➢ Section 4:
• 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 3.2.10 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 2.4.3 (Required Bid Information)
of this Part I (Instructions to Bidders) of the RFP (in Microsoft Word Format).
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9. PROPOSALS
91
9.1. Evaluation Methodology
SWPC shall conduct the Bid Evaluation in a number of stages:
Assessment of Completeness
All bids will be checked for completeness and SWPC may issue clarification requests requiring
further documents or information in accordance with the procedures described in Section 9.2
(Clarification of Proposals) of this Part I (Instructions to Bidders) of the RFP.
Clarification
(i) SWPC will undertake a detailed evaluation of all Bids in order to identify any
Material Non-Compliances or any other matters that require clarification.
(ii) SWPC may at any time issue further clarification requests in accordance with the
procedures described in Section 9.2 (Clarification of Proposals) of this Part I
Evaluation
(i) SWPC will undertake a detailed evaluation of all Bids in accordance with Section
9.5 (Levelised Cost Evaluation) of this Part I (Instructions to Bidders) of the RFP.
(ii) The primary evaluation criteria SWPC will use in the ranking of compliant Bids is
the Levelised Cost, but SWPC may apply the Secondary Evaluation Criteria if in
SWPC's opinion the lowest Levelised Cost are so close that it is reasonable to take
account of the Secondary Evaluation Criteria.
Shortlisting
(i) Upon completion of its evaluation (and clarification) process, SWPC may identify a
number of Shortlisted Bidders and a Preferred Bidder in accordance with Section
9.5 (Levelised Cost Evaluation) of this Part I (Instructions to Bidders) of the RFP.
(ii) SWPC will not shortlist any Bidder whose bid, at the time of shortlisting, contains
any Material Non-Compliance.
LWC Read-Out
SWPC may elect to publicly announce the Levelised Cost at a time that is at SWPC’s sole
discretion. 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. SWPC 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
SWPC 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 of receipt of the request or such shorter or longer period as may be
specified in the request.
To assist in the examination, evaluation and comparison of Bids, SWPC may also require the Bidder
to attend clarification meetings at SWPC’s offices in Riyadh or at an alternative location to be
advised.
During the evaluation process:
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➢ 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 SWPC and attendance at any clarification meetings.
Any request for clarification and response must be 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 9.3 (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:
➢ Financial Compliance Criteria;
➢ Legal Compliance Criteria; and
➢ 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:
93
➢ 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
SWPC’s evaluation model, referred to in Section 5.3 (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 5.3
(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;
➢ compliance with the minimum requirements in terms of functional and performance

specifications, as set out in 9.3.3.1 below;
➢ confirm the inclusion of efficiency considerations, as set out in 9.3.3.2 below;
➢ achievability of and compliance with the minimum thresholds for Local Content; and
➢ adequacy of the proposed programme for the employment and training of Saudi Arabian
citizens.
94
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

Confirm whether
Suitable relevant project experience
experience and team
with specific details of the EPC and
qualifications are deemed
A1 O&M contractors and their [Y/N]
to be suitable and
experience as well as team
sufficient to the Jubail 4&6
qualifications
IWP
Address minimum
compliance criteria and
key focus on efficiency
Suitable & Innovative Project criteria. Confirmation of
A2 [Y/N]
Methodology/Approach design criteria and
innovative solutions used.
Maximum 3 page
approach paper.
Realistic & detailed
Implementation Schedule suitable
A3 [Y/N] program to achieve PCOD
to PCOD target date
target date.
Confirmation of
Suitable design & treatment
compliance with
technology (incl. relevant process
performance
A4 and other guarantees to confirm [Y/N]
specifications. Risk
compliance with design basis and
assessment & redundancy
performance specifications)
included, etc.
Adequate Quality Control system & ISO accreditation and/or 1
A5 procedures (incl. sub-contractors [Y/N] page approach/Project
and suppliers) Quality Plan
ISO accreditation and/or 1
Adequate Health & Safety system & page approach/H&S plan
procedures (incl. sub-contractors and 1 page
A6 [Y/N]
and suppliers) and Environmental approach/EMP. Indication
Management Plan & procedures of ESIA process in
program
Adequate Management, Operation
3 page approach
& Maintenance Plan & procedures
A7 [Y/N] paper/O&M Plan (incl.
(incl. Asset Management System +
asset management)
risk management)
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
95
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

Total hourly electricity
consumption (gross
consumption
considering grid + any
Contracted SPC (total for the Plant) [kWh/m3] alternative power
sources on Site and
energy recovery
measures) divided by
hourly water production.
Contracted Net SPC (total for the Total hourly electricity
Plant) consumption (net
[kWh/m3]
consumption from the
grid) divided by hourly
water production.
Total plant availability
[average %
Guaranteed overall plant availability on an annual average
/period]
basis
Total % compliance with
Water Quality
Guaranteed Water Quality
[% Specifications measured
Specifications in compliance with
compliance/period] on an hourly basis,
Design Envelope, Technical &
supported by the
Correction Limits
Process Guarantee/s.
Report daily
Potable water divided by
total intake water
Plant guaranteed recovery rate [%/period] volume as a
percentage. Report
daily.
Total carbon footprint of
the Project (during
operation) measured in
Total plant carbon footprint [tCO2e/year]
tonnes of carbon dioxide
equivalent. Report
annually
Process and
performance
guarantee/s in
compliance with the
Compliant performance guarantees [Y/N]
performance
specifications and
relevant regulatory
requirements.
Total daily chemicals
Chemical consumption per m3 kg of chemical
consumption divided by
consumed /m3
total daily average
96
(Bidder to provide the list of all Water flow (Normal

chemicals and respective Flow)
consumption per m3.)
9.4. Responsiveness and Rejection of Bids
SWPC 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.
SWPC is not bound to accept the lowest priced Bid.
Amongst other reasons, a Bid may be deemed Materially Non-Compliant and/or rejected by SWPC
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 8.7.2 (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 8.7.3 (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 8.8 (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 7.2 (Legal Form
of Bidder) of this Part I (Instructions to Bidders) of the RFP;
Fails to comply with the procedures outlined in Section 8 (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 5.5 (Required Returns
Analysis) of this Part I (Instructions to Bidders) of the RFP;
Does not submit a calculation of the Levelised Cost in accordance with Section 9.5 (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 9.5 (Levelised Cost Evaluation) of this Part I
(Instructions to Bidders) of the RFP and Commercial Form Sheet E Section 1.2;
97
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 8 of the WPA;
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 3.2 (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 3.2 (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 2.2.2 (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 2.4.2 (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 8.8 (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 PCOD that is later than 1 September 2027;
Fails to comply with Section 4.2.3 (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
5.3 (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 2.2 (Engineering
Procurement and Construction) of this Part I (Instructions to Bidders) of the RFP;
98
Fails to submit a draft Local Content Scorecard and programme for the employment and training
of Saudi Arabian citizens, as required under Section 7.7 (Local Content and Programme for the
Employment and Training of Saudi Arabian Citizens) 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.
9.5. Levelised Cost Evaluation
9.5.1. Methodology
The Levelised Cost (or “LC”) shall be calculated in accordance with the formulae set out in Section
9.5.3 (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 SWPC 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 9.5.2
(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 9.5.3 (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 8 of the WPA provided in Part V (Draft
Project Agreements) of the RFP and the Charge Rates proposed by the Bidder. To be clear 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 Attachment E to Appendix 8 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 KSA: 2% p.a.
(ii) Growth rate of US Producer Price Index: 2% p.a.
(iii) Growth rate of Electricity Price: 2% p.a.
(iv) Exchange rate fluctuation ($: USD SAR): 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 1 April 2024 shall be considered to be the reference indices. Save for the adjustment
made pursuant to Section 4.3.3 (Adjustment to Charge Rates) of this Part I (Instructions to Bidders)
99
of the RFP, the Charge Rates and Electricity Prices will be adjusted for the first time on PCOD and
after that on each anniversary of that date.
The following reference values as at 1 April 2024 will be used for evaluation (and should be
assumed in the Bidder’s Model):
(i) Reference exchange rate: 1USD = SAR 3.75
(ii) Electricity Price: 18 Hals / kWh
To calculate the Contracted Net SPC in Section 9.5.3 (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.
9.5.3. Determination of the Levelised 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 PCOD 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 (SAR/m3)
TOSP = Net present value of Total Service Payments (in SAR)
NPVW = Net present value of the Net Water Output (assuming 100% dispatch) (in m 3)
TOSP will be calculated as the net present value of the annual payments in the Contract Years
during the term of the WPA:
𝟐𝟓
𝑻𝑷𝑾𝒏
𝑻𝑶𝑺𝑷 = ∑ 𝒏𝒄
𝒏=𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓
Where:
TOSP = Net present value of Total Service Payments (in SAR)
TPWn = Total Service Payments in Contract Years (in SAR)
n = Contract Year (1, 2, 3,… 25)
r = Annual discount rate (=7.5%)
nc = Number of days between PCOD and the mid-period date for Contract Year n
The Total Service Payments (“TPWn”) for each Contract Year will be calculated in accordance with
Appendix 8 of the WPA as follows:
𝑻𝑷𝑾𝒏 = 𝑨𝑾𝒏 + 𝑩𝑾𝒏 + 𝑪𝑾𝒏 + 𝑫𝑾𝒏
100
Where:
TPWn = Total Service Payments in Contract Years (in SAR)
AWn = Capital Cost Payment (in SAR) in Contract Year n
BWn = Fixed Operation and Maintenance Payment (in SAR) in Contract Year n
CWn = Electricity Costs (in SAR) in Contract Year n
DWn = Variable Operation and Maintenance Payment (in SAR) in Contract Year n
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:
𝟐𝟓
𝑾𝒂𝒏
𝑵𝑷𝑽𝑾 = ∑ 𝒏𝒄
𝒏=𝟏 (𝟏 + 𝒓)𝟑𝟔𝟓.𝟐𝟓
Where:
NPVW = Net present value of Total Net Water Output (assuming 100% dispatch) (in m3)
Wan = Net Water Output (assuming 100% dispatch) (in m3) in any Contract Year n
n = Contract Year (1, 2, 3,… 25)
r = Annual discount rate (=7.5%)
nc = Number of days between PCOD and the mid-period date for Contract Year n
9.6. Secondary Evaluation Criteria
9.6.1. Application
In the event that following the determination of the Levelised Cost for the Bids, in SWPC's opinion
the lowest Levelised Cost are so close that it is reasonable to take account of the Secondary
Evaluation Criteria, SWPC 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 Net SPC, having regard to both the level proposed and
its likely achievability;
101
(c) the quality, content and ambition of draft Local Content Scorecard and programme for the
employment and training of Saudi Arabian citizens, as required under Section 7.7 of this
Part I (Instructions to Bidders) of the RFP;
(d) Comprehensiveness and completeness of EPC and O&M arrangements;
(e) Level of any uncertainty in respect of the Project Implementation Schedule; and
(f) 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) SWPC 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) SWPC 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)”. SWPC may
proceed to clarify and negotiate any outstanding issues with the Preferred Bidder and (at
SWPC's discretion) any Reserve Bidders.
(c) Following selection of the Successful Bidder, SWPC may require each Shortlisted Bidder
to procure confirmation from ECAs as per Section 4.2.3 (Requirements from the Bidder:
Senior Debt Finance) of this Part I (Instructions to Bidders) of the RFP in order to give
SWPC 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, SWPC 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, SWPC shall return the unsuccessful Bidders’ Bid Bonds.
9.7.3. Negotiations and Execution of the Draft Project Agreements
Following completion of negotiations with the Preferred Bidder (and any Reserve Bidders with
whom SWPC chooses to negotiate), SWPC 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
SWPC 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, SWPC may keep the Bids of the Reserve Bidders
open for detailed discussions and negotiations until the signature of the WPA.
102
Should the Successful Bidder fail to promptly incorporate the Company, the WPA (and other Draft
Project Agreements) may be signed by SWPC and the Successful Bidder and later novated to the
Company.
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. SWPC 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 SWPC the
Development Security in the amount of ten percent (10%) of the EPC Contract Price and in the form
specified in Appendix 6 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 6 months from
PCOD as security for potential costs and damages incurred by SWPC, 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
➢ SWPC 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.
103

Jubail 4&6 Iwp - RFP - Part I - Final Itb

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Confidential

Request for Proposals

Issue Date: 1 January 2024

Bid Submission Date: 30 April 2024

Time: 12h00 KSA time

Jubail 4&6 IWP

Part I: Instructions to Bidders

2. TECHNICAL STRUCTURE .................................................................................................... 26

3. PROJECT CONTRACTUAL STRUCTURE............................................................................ 37

4. FINANCING STRUCTURE ..................................................................................................... 51

5. BIDDER'S MODEL AND FORM SHEETS ............................................................................. 63

6. PAYMENT STRUCTURE ....................................................................................................... 71

7. OTHER COMMERCIAL REQUIREMENTS ........................................................................... 75

8. PREPARATION AND DELIVERY OF THE BID ..................................................................... 81

DISCLAIMER AND CONFIDENTIALITY NOTICE

In this RFP, except where the context otherwise requires:

(e) "including" or "includes" shall be deemed to be qualified by a reference to "without

➢ Publication of the National Water Strategy 2030, July 2017 (“NWS”).

o Procurement ongoing: Ras Mohaisen

o Procurement completed: Rabigh 4, Rabigh 3, Shuqaiq 3, Yanbu 4, Jubail 3A and

o Procurement ongoing: Al Haer, Riyadh East and Khamis Mushait.

o Procurement completed: Buraydah 2, Tabuk 2, Madinah 3, Jeddah Airport 2,

o Procurement ongoing: Jazan Cluster

o Procurement ongoing: Riyadh – Qassim, Ras Mohaisen – Baha – Makkah, Rayis

o Procurement ongoing: Juranah (Makkah 1), Eastern Province & Al - Ahsa.

SWPC has currently the following IWPs under construction:

➢ IWPs – Shuaibah 3 (600,000 m3/day), Jubail 3B (570,000 m3/day), Yanbu 4 (450,000

➢ achieve operational efficiencies on competitive economic terms;

➢ create employment and training opportunities for Saudi nationals; and

The RFP contains the following sections:

➢ Part II: Technical Specifications;

➢ Part III: Drawings and Diagrams;

➢ Part IV: Form Sheets; and

➢ Part V: Draft Project Agreements.

1.2. Project Overview

1.3. Additional Requests for Information

and copied to:

Mr. Ashley Halewood, Partner, Eversheds Sutherland (International) LLP;

Mr. Ashwani Sachar, WSP Middle East, Dubai, UAE;

1.4. Technical Overview

1.4.1. Company’s Responsibility

Under the WPA, the Company will have the responsibility:

1.4.2. The Site

Jubail 4&6 IWP

The area dedicated to the Plant is estimated at around 17 hectares.

1.4.3. Capacity and Main Design Features

The Project shall comprise, inter alia:

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

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

The Bidder, in preparing its Bid, shall assume that:

• no alteration to the proposed Site plan will be permitted.

In respect of the ESF:

1.4.4. Power Supply

1.4.5. Environmental Matters

1.5. Contractual Structure

1.5.1. Company Legal Form

1.5.2. Key Commercial Project Agreements

The Company will enter into the following contractual agreements:

O&M Contract (“O&M Contract”) Company and O&M Contractor

1.6. Project Parties

1.6.2. Supervisory Committee

1.6.3. National Center for Privatization & PPP