PRIVATE AND CONFIDENTIAL Invitation To Tender …PRIVATE AND CONFIDENTIAL Invitation To Tender For...

PRIVATE AND CONFIDENTIAL

Invitation To Tender

For

Award of Contracts between ESB

And

Third Party Generators

22nd May 2003

Amended 15th July 2003 & 08 August 2003

CER 03/166

TABLE OF CONTENTS

INTRODUCTION................................................................................ 4

DISCLAIMER..................................................................................... 6

DEFINITIONS .................................................................................... 7

COMPETITION PROCESS ................................................................ 19 4.1 Introduction................................................................................ 19 4.2 Implementation Agreement, CADA and Connection Agreement .... 20 4.3 Right Not to Appoint a Successful Bidder .................................... 21 4.4 Expressions of Interest Process ................................................... 21 4.5 Tender Process............................................................................ 21 4.6 Application Fees.......................................................................... 23 4.7 Tender Evaluation....................................................................... 24 4.8 Post-Evaluation Procedures......................................................... 25 4.9 Successful Bidder(s).................................................................... 27 4.10 Conclusion of the Competition .................................................... 27 4.11 Cost of Competition .................................................................... 27 4.12 Authorisation to Construct.......................................................... 28 4.13 Application Fee for Authorisation to Construct ............................ 28 4.14 Relevant Consents ...................................................................... 28 4.15 Licences, Permits and Approvals ................................................. 29 4.16 Priority of Competition Agreements ............................................. 29 4.17 Indemnity Performance Bond ...................................................... 29 4.18 Bidder Comments on Implementation Agreement and CADA ....... 29 4.19 Commission’s Response to Comments......................................... 30 4.20 Further Information for Implementation Agreement and CADA .... 31 4.21 Further Information Provision / Amendments by the Commission31 4.22 Confidentiality ............................................................................ 31 4.23 Provision of Information Upon Request of Commission ................ 32 4.24 ESB National Grid Connection Criteria........................................ 33

4.24.1 Part I: Generators Locating in Ireland ................................... 33 4.24.2 Part II: Generators Locating outside the Republic of Ireland .. 33

4.25 Expenses .................................................................................... 34 4.26 Changes of Shareholding ............................................................ 34 4.27 Law ............................................................................................ 35 4.28 Language .................................................................................... 35 4.29 Contact Details ........................................................................... 35

EVALUATION .................................................................................. 36 5.1 Overview of Evaluation Method ................................................... 36 5.2 Evaluation .................................................................................. 36

5.2.1 General – Stage One............................................................. 36 5.2.2 Financial Requirements........................................................ 38 5.2.3 Regulatory Requirements ..................................................... 40 5.2.4 Technical Requirements ....................................................... 43 5.2.5 General – Stage Two ............................................................. 45 5.2.6 Bid Parameters .................................................................... 46

5.2.7 Number of Bids .................................................................... 49

5.2.8 Standardisation of Bids........................................................ 49 5.2.9 Feasibility of Bundles ........................................................... 51 5.2.10 Capacity Cost....................................................................... 53

5.3 Selection of Preferred Bidders...................................................... 53 5.4 Interacting Bids/Connection Offers ............................................. 54

APPENDIX 1 EVALUATION SPREADSHEET ................................ 56

APPENDIX 2 COST OF EMERGENCY GENERATION ................... 61

APPENDIX 3 TENDER QUESTIONNAIRE..................................... 62 Instructions for Completion ................................................................... 62 Section A: Financial Requirements......................................................... 63 Section B: Regulatory Requirements ...................................................... 78 Section C: Technical Requirements ........................................................ 80 Section D: Bid Questionnaire ................................................................. 91

APPENDIX 4 LIST OF ENCLOSURES REQUIRED BY BIDDERS... 94

APPENDIX 5 CONFIRMATION AND COMPLIANCE STATEMENT.. 95

APPENDIX 6 CONFIDENTIALITY AGREEMENT ........................... 96

APPENDIX 7 COMPETITION AGREEMENTS................................ 99

Introduction 1. This Invitation to Tender (“ITT”) sets out the procedure and requirements

for those who have expressed an interest in bidding in the Competition to be awarded the right to enter into an Implementation Agreement with the Commission for Energy Regulation (“the Commission”) and a Capacity and Differences Agreement (CADA) with ESB in its role as Public Electricity Supply (ESB).

2. This Competition is being voluntarily administered by the Commission to

facilitate new generation capacity coming onto the market at the earliest date achievable to meet the expected capacity requirements, as identified by ESB National Grid (“ESB NG”) in the 2003-2009 Generation Adequacy Report, in the interests of final customers.

3. The ITT follows from the Advance Notice of Competition for generators,

published by the Commission on 28th February 2003 and its subsequent Guidelines Document entitled “Guidelines for the Competition to award contracts between ESB and Third Party Generators”, reference CER 03/092 (“the Guidelines”) which was published on 8th April 2003.

4. Those parties who have submitted a valid Expression of Interest in the

Competition by the Closing Date of 9th May 2003 (as per the Guidelines Document) will be permitted to bid in this Competition.

5. For the avoidance of doubt, the information in this revised ITT supersedes

that in the ITT dated 22nd May as amended 15th July and subsequently on 08 August, and that in the Guidelines document. In the event of any ambiguity, conflict or omission between this revised ITT and the Guidelines or responses made to the respondents on the Guidelines, the provisions of this revised ITT shall take precedence and be construed accordingly. Bidders should place no reliance on the Guidelines document, save for the requirement that Tenders will only be accepted from those who have submitted a valid Expression of Interest in the Competition.

6. The ITT is arranged as follows:

Competitive Process Evaluation Appendices:

1. Evaluation Spreadsheet (to be provided at a later date) 2. Cost of Emergency Generation 3. Tender Questionnaire 4. List of Enclosures Required by Bidders 5. Confirmation and Compliance Statement 6. Confidentiality Agreement 7. Competition Agreements (IA and CADA)

7. Tenders in response to this ITT shall be made in the English language.

8. This ITT and any matter related to or in any way connected with this ITT shall be governed by and construed in accordance with Irish law.

9. John Loughrey, former Secretary General of the Department of Public

Enterprise, has been appointed as the independent process auditor for this Competition.

Competition Timetable

Milestone Date ITT Issue 22nd May 2003 Closing Date for Comments and Notifications on ITT 13th June 2003 Commission’s Response to Comments on the Competition Agreements

15th July 2003

Latest Date Commission will provide additional information to Bidders or amend the ITT

15th July 2003

Closing Date for Receipt of Tenders 20th October 2003 Notification of Preferred Bidders 10th November2003 Conclusion of Agreements 1st December2003

DISCLAIMER 1. Although every care has been taken in preparing this ITT, no

representation, warranty or undertaking, expressed or implied, in respect of any error or mis-statement by or on behalf of the Commission or any of its officers, employees, servants, advisers, contractors or agents is or will be made or given to any Bidder or to any other party, and no responsibility or liability will be accepted by the Commission or any of its officers, employees, servants, advisers or agents for the accuracy or completeness of this document, omissions therefrom, the information or opinions on which is based, or of any other information, written or oral, which is made available to any Bidder or to any other party or to the officers, employees, servants, advisers, contractors or agents of any such party.

2. Any and all liability and/or loss of any nature whatsoever and howsoever

arising (including liability and/or loss in any way resulting from the Competition which arises out of this document) is hereby expressly disclaimed by the Commission and its officers, employees, servants, advisers, contractors and agents to the fullest extent permitted by law.

3. The Commission, its officers, employees, servants, advisers, contractors

and agents undertake no obligation to provide anyone with access to any additional information or to update the ITT or to provide any additional information, to correct any inaccuracies herein which may become apparent or to draw to any Potential Bidder’s attention any difference between the text of the ITT and/or any subsequent information provided.

4. Any Potential Bidder is recommended to seek its own financial, legal,

technical and investment advice at its own cost. The publication of this ITT nor any information made available in connection with the process does not constitute nor is to be taken as constituting the giving of financial, legal, technical or investment advice by the Commission, its officers, employees, servants, advisers, contractors and/or agents or otherwise. Nothing in this ITT shall oblige the Commission to proceed with the Competition, whether as outlined herein, or at all and no expectation is hereby held out, offer made or agreement implied, that it will be proceeded with in the manner outlined herein, or at all.

5. For the avoidance of doubt, each Bidder is responsible for the entirety of

all costs it incurs in participating in the Competition and the Commission has no liability for any such costs under any circumstances.

DEFINITIONS

“Application Fee” means a non-refundable amount payable by a Bidder upon submitting a Tender, and which will be used to defray the cost of the Competition;

“Authorisation to Construct” means an authorisation issued from the Commission to a Bidder to construct the Facility;

“Availability Limit” means the maximum that a Bidder can enter in its Bid Capacity Schedule, 1) for every month, from December 2005 to December of the year in which the later of the Scheduled Commercial Operation Date or the Deep Operational Date falls, both inclusive; 2) for every year, from the year following the year in which the later of the Scheduled Commercial Operation Date and the Deep Operational Date falls, to the year before the year in which the Scheduled End Date falls, both inclusive; 3) for every month for the year in which the Scheduled End Date falls. The Availability Limit will be determined on the basis of the Permitted Exportable Capacity as of the Target Date (1st December 2005), the Scheduled Start Date, the Deep Operational Date, the Scheduled Commercial Operation Date, the Scheduled End Date, and the Maximum Export Capacity;

“BGÉ” means Bord Gais Éireann;

“Bid Capacity Price” means the Bid Parameter consisting of a single capacity price, in €/MW-year which is used to set the hourly availability charge in the CADA;

“Bid Capacity Schedule” means the schedule of Bid Capacities submitted by a Bidder that would become contracted under the CADA should the Bidder be successful, for each and every month from the Scheduled Start Date for a maximum period of ten years;

“Bid Capacity” means the capacity that is bid by a Bidder and that would become contracted under the CADA should the Bidder be successful, from the Scheduled Start Date for a maximum period of ten years and for a maximum contracted volume of 3,400MW years;

“Bid Parameters” means the information required for the Stage Two Evaluation as set out in the Bid Questionnaire;

“Bid Questionnaire” means the form used by a Bidder to submit all Bid Parameters for a Bid included in the Bidder’s Tender;

“Bid Standardisation” Means the step in the Stage Two Evaluation as set out in this ITT;

“Bid” means a given specification of all Bid Parameters. A Bid is a part of a Tender. A Bidder is allowed to submit up to five Bids for a given Tender. All bids for a given Tender may only differ in the Bid Capacity price and/or in the Bid Capacity Schedule;

“Bidder” means a party that has correctly registered an Expression of Interest and has submitted or is in the process of preparing a Tender in the Capacity 2005 Competition, which is received by the Commission by the Closing Date for Receipt of Tenders; or a consortium or partnership, at least one party of which has correctly registered an Expression of Interest and the consortium or partnership has submitted or is in the process of preparing a Tender in the Capacity 2005 Competition, which is received by the Commission by Closing Date for Receipt of Tenders;

“Bundle” means any combination of Bids (including a single Bid) each coming from different Tenders, as determined by the Evaluation Team in accordance with this ITT;

“Business Day” means any day (other than a Saturday or Sunday) on which banks are open in Dublin for a full range of banking transactions, excluding public holidays;

“Capacity 2005 Competition” / “Competition”

means the Competition held by the Commission to facilitate market entry of between 300 MW and 531 MW of Maximum Export Capacity into the Irish market to meet the anticipated 2005 generation shortfall at the earliest date achievable and for which this document is the Invitation To Tender;

“Capacity and Differences Agreement” or “CADA”

means the Capacity and Differences Agreement entered into by ESB and each Successful Bidder in this Competition;

“Capacity Cost” means the weighted average of the Standardised Bid Capacity Prices for each constituent Bid in a Feasible Bundle. The weight assigned to each constituent Bid is its contribution to the Bundle’s total MW-years, which is the total MW-years for the Bid divided by the total MW years for the Bundle;

“Closing Date for Receipt of Tenders”

means 5:30 pm on 20th October 2003, or such other date as determined by the Commission, in its sole discretion, by which a Bidder is required to have submitted a properly completed Tender for the purpose of this Competition;

“Comment Period” means the period from 22nd May 2003 and 5:30 pm on 13th June 2003, or such later date as determined by the Commission in its sole discretion, during which time Potential Bidders may submit comments, including any proposed amendments, to the Commission on any terms or conditions of the Competition Agreements or notify the Commission of any inconsistencies within or between these Agreements;

“Commercial Operation Date” means the later of: (a) 1st December 2005;

(b) the day two (2) Business Days after the CER has certified in writing that (i) the Facility is ready to operate in full compliance with all the provisions of the Implementation Agreement following on from the satisfactory completion of construction and commissioning tests and (ii) the Seller has permission from ESB National Grid to energise the connection to the Transmission System;

“Commercial Operation” means the operation of the Facility in full compliance with all of the provisions of the Implementation Agreement and as further defined in the Connection Agreement, and, in the event of any conflict or ambiguity, the provisions of the Connection Agreement shall apply;

“Commercial Rates” means the charges levied on commercial properties by Local Authorities known by that name and identified as the Rates Component in Part 4 of Schedule 2 of the CADA;

“Commission” means the Commission for Energy Regulation established under the Electricity Regulation Act 1999 and shall include, where the context so admits or requires, its officers, employees, agents, consultants, the representative, as defined in the Implementation Agreement or its advisors and its legal successors and permitted assigns;

“Competition Agreements” means the Implementation Agreement and the Capacity and Differences Agreement (or CADA);

“Conclusion of Agreements Date”

means on or before 1st December 2003 or such later date as determined by the Commission, in its sole discretion, being the date for all contractual arrangements to be concluded;

“Conclusion of Competition” means where the Preferred Bidder(s) has entered into the relevant Agreements or where the Competition is terminated by the Commission, in accordance with the provisions in this ITT.

“Connection Offer / Agreement”

means the document of that name offered by ESB NG, including a Supplementary Letter as set out in the ITT, to the Bidder for connection of the Facility to the Transmission System, including any replacement or amendment of that agreement;

“Connection Point” means the physical point of connection between the Facility and the Transmission System at which the Bidder delivers electricity onto the Transmission System;

“Cost of the Competition” means the costs incurred by the Commission in administering this Competition. A Preferred Bidder(s) pays the Cost of the Competition based on each Preferred Bidders share of the total MW years in the Successful Bundle. The Cost of the Competition payment will defray the difference between the estimated total cost of the Competition (capped at €1,000,000) and the Application Fees;

“Cost of Emergency Generation”

means the Standardised Bid Capacity Price attributed to Emergency Generation for bundles that have been supplemented by Emergency Generation, up to 110 MW, to reach the threshold of 300MW of Total Maximum Export Capacity.

“Deep Operational Date” is as defined in the Connection Agreement;

“Deficiency Notice” means the written notice given by the Commission to a Bidder that (a) informs the Bidder that the Tender submitted is incomplete, that details the additional information to be provided or (b) sets out clarifications required by the Commission in the evaluation process, and that, in each case, gives a deadline by which said information must be submitted for the Tender not to be eliminated from further consideration;

“EPC Contractor” means the party or parties with which the Bidder enters into or intends to enter into a contract or contracts for any one or more of the design, construction, completion and commissioning and bringing into commercial operation of the Facility;

“ESB National Grid” means that part of ESB responsible for the planning, development and operation of the Transmission System, for the scheduling and dispatch of generation subject to dispatch and for the co-ordination of generation and transmission outages;

“ESB” means the Electricity Supply Board and where the context so admits or requires its successors and permitted assigns;

“Euro” and “€” means the single currency of participating Member States of the European Union and which is the lawful currency of Ireland;

“Evaluation Team” means a group of officers and employees of the Commission, together with advisers and consultants engaged by the Commission for the purposes of this Competition;

“Expression of Interest” means the notification provided by a prospective Bidder in this Competition, received by the Commission no later than 5.30 pm on 9th May 2003, on foot of and in accordance with the Guidelines;

“Facility” means the generation unit to be constructed at the Site together with its auxiliary equipment, stocks, buildings and property at the Site, including equipment, to be installed at the Bidder’s side of the Connection Point necessary to effect Connection to the Transmission System;

“Feasible Bundle” means a Bundle that 1) provides at least 300 MW of Maximum Export Capacity (supplemented by up to 110 MW of emergency generation if needed); 2) provides at most 531 MW of Maximum Export Capacity; 3) specifies no more than 4,500 MW-years over the term(s) of the CADA(s). Only feasible bundles are ranked from lowest to highest Capacity Cost by the Stage Two Evaluation;

“Fuel Charges” means the capacity charge per peak day KWh in accordance with the standard Transportation Agreement with Bord Gais Éireann;

“Guidelines” means the document entitled “Guidelines for the Competition to award contracts between ESB (Public Electricity Supply) and Third Party Generators”, reference CER 03/092 (“the Guidelines”) published on 8th April 2003;

“Hedge Payments” means the payments made by the Bidder to ESB referred to in the CADA as Difference Payments;

“Implementation Agreement” means the agreement to be entered into between the Bidder and the Commission providing for, inter alia, the timely construction of the Facility;

“Incremental Cost of Emergency Generation”

means the figure used in the calculation of the Late Development Adder

“Interacting Bids” means, in respect of a Connection Offer, that the studies performed by ESB NG and the basis for which an offer to a Bidder in a Feasible Bundle is made could potentially change as a result of another Connection Offer in the same Bundle being signed;

“Interacting Connection Offers/Interactions”

means, in respect of a Connection Offer, that the studies performed by ESB NG and the basis for which an offer to a party is made will potentially change as a result of another Connection Offer which has been accepted by another party;

“Invitation to Tender” or “ITT” means this document including the Appendices;

“Late Development Adder” means the figure in €/MW per year that is added to the Bid Capacity Price when the Bid specifies that the capacity will be installed after 1st December 2005 rather than by that date, and which is added to the Bid Capacity Price as an estimate of the present value of the Incremental Cost of Emergency Generation that would be required;

“Least-Cost Bundles” means the Bundle with the lowest Capacity Cost or all Bundles that are Tied Bundles;

“Letter of Intent” means the letter from prospective lenders stating their intention to finance the Bidder’s Project should the Bidder be Successful in the Competition and should the Bidder’s financial condition not materially change, and which must include the amount of debt that the lenders intend to provide, the terms of the financing, and any special conditions that may be associated with the intent to finance;

“Maximum Export Capacity” means the maximum capacity produced by the facility at the Connection Point as defined in the ESB National Grid Connection Offer;

“MW year” or ‘MW-year’ means the number of MW in the CADA times the term of the CADA.

“Notice to Proceed” means the notification by the Successful Bidders to the EPC contractor to proceed with the construction of the Facility;

“Performance Bond” means the on demand indemnity performance bond to be provided by Successful Bidder to CER in accordance with the Implementation Agreement and the ITT;

“Period Weight Factors (PWF)” as defined in the CADA;

“Permitted Exportable Capacity”

as defined in the Supplementary Letter received from ESBNG;

“Post-Evaluation Stage” means the period that starts with the notification of the Preferred Bidders, during which Preferred Bidders will pay the Cost of the Competition, have in place all relevant licences and consents, sign the Connection Agreement, sign the Implementation Agreement, and sign the CADA to become Successful Bidders, and ending with the notification to all Bidders of the Successful Bundle;

“Potential Bidder” means a Bidder who has submitted to the Commission a valid Expression of Interest in the Competition by 5:30 PM on the 9th May 2003;

“Preferred Bidder Notice” means the written notice given by the Commission to those Bidders whose Bids are part of the Preferred Bundle and that advises them of the Post-Evaluation Stage procedure;

“Preferred Bidder Notification Date”

means the notification by the Commission to Preferred Bidders on or before the 10th November 2003;

“Preferred Bidder” means a Bidder that has submitted a tender that is or is part of the Preferred Bundle selected by the Commission as a result of the evaluation process;

“Preferred Bundle” means the Least-Cost Bundle that has been selected by the Commission to proceed to the Post-Evaluation Stage;

“Project” means the design, construction, financing, completion and commissioning of the Facility in accordance with the Implementation Agreement, the connection of the Facility bringing the Facility into Commercial Operation;

“Relevant Consents”

means all consents, permissions, approvals, authorizations, certificates, licences, permits, exemptions, filings, registrations, notarisations and other matters, official or otherwise, which are required (or which would, in accordance with Prudent Electric Utility Practice, normally be obtained) in connection with the right to commence, carry out, maintain and complete the Project and to use and enjoy the Facility and the exercise of rights or discharge of obligations under the Competition Agreements and as provided in the Competition Agreements (including advice that there is no objection to a particular proposal or that a particular proposal is not inconsistent with policy or guidelines), of or from a Competent Authority and, where a Competent Authority is authorised to prohibit proposals the passing of the time limit for such prohibition without the proposal being prohibited. Without limiting the foregoing, Relevant Consents shall include Planning and Environmental Consents, Building Regulations (and approvals) to the extent applicable, Environmental Impact Reports, Building Control Regulations, to the extent applicable, consents under the Safety Regulations and consents of all parties having interests or rights in or over the Site, those parties required to give rights of access from the public roadway to the Site over adjoining lands and who, in the case of such parties, by the lawful exercise of their power in the absence of such consent could prevent or impede the carrying out or progress of the Project or its use and enjoyment;

“Scheduled Commercial Operation Date”

means the date identified by the Bidder in the Bid Questionnaire as the date at which the Bidder expects to start Commercial Operation, which is consistent with the technical specifications provided in the Tender and forms part of the Implementation Agreement;

“Scheduled End Date” means no more than 120 months after the Scheduled Start Date;

“Scheduled Start Date”

means the later of the Scheduled Commercial Operation Date and the 30th November 2005;

“Site” means the site at which the Facility is to be

constructed including the lands, spaces, roads and any surface, wayleaves and easements relating to the Project;

“Stage One Evaluation” means the first stage of the evaluation, which considers the completeness of Tenders and whether the information submitted meets all qualification requirements as set out in the ITT;

“Stage Two Evaluation” means the second stage of the evaluation which: 1) considers the compliance of the Bid; 2) standardises the Bid Parameters to account for differences in location and in development date; 3) considers all possible Bundles and assesses their feasibility; 4) ranks feasible Bundles according to their Capacity Cost;

“Standardised Bid Capacity Price”

means the Bid Capacity Price, adjusted for late development and adjusted for losses (i.e., the Bid Capacity Price plus any Late Development Adder and plus the Transmission Loss Adder);

“Successful Bidder Notice” means the written notice given by the Commission to all Bidders that a Successful Bidder(s) has been identified and that announces the Conclusion of the Competition;

“Successful Bidder” means a Preferred Bidder that has satisfied all post-evaluation requirements, including signing the Connection Agreement, the Implementation Agreement and the CADA in the timescale provided for in this ITT;

“Successful Bundle” means the Bundle, the members of which have satisfied all post-evaluation requirements;

“Supplementary Letter” means the letter prepared by ESB NG, as part of the Connection Offer for Bidders in the Competition, specifying the Permitted Exportable Capacity that can be accepted by the network from the Bidder’s Connection Point on the 1st December 2005 (the Target Date):

“Tangible Net Worth” means total assets, less intangible assets (such as goodwill and intellectual property rights), less total liabilities;

“Target Date” means 1st December 2005 and is the date by which the Commission aims to bring new capacity to the Irish system;

“Tender Questionnaire” means the form included in this ITT which, jointly with the Attachments, a complete list of which is included as Appendix 4, constitutes a Bidder’s Tender in respect of a particular Facility;

“Tender” means the Bidder’s reply to the ITT in respect of a given Project submitted to the Commission no later than the Closing Date For Receipt of Tenders as set out in this document together with all subsequent clarifications provided in response to requests from the Commission;

“Termination Date” means the date as defined in the CADA;

“Terms of the Competition” means any and all terms and conditions under which the Competition is held by the Commission;

“Tied Bundle” means a Bundle that has the same or nearly the same Capacity Cost as the Bundle with the lowest Capacity Cost, where “nearly the same” means a Capacity Cost within 0.5% of the lowest Capacity Cost;

“Transmission Loss Adjustment Factors” or “TLAF”

means the Transmission Loss Adjustment Factors applicable under the current trading and settlement arrangements and as provided/published by ESB NG to Bidders for the purposes of this Competition;

“Total Bid Capacity Schedule” means the schedule containing the Total Bid Capacity for a Bundle submitted by all Bidders whose Bids are included in said Bundle, and that would become contracted under the CADA should the Bundle be selected and the Bidders be Successful, for each and every month from December 2005 to December of the year in which the latest of the Scheduled Commercial Operation Date(s) or the Deep Operational Date(s) of all Bids in the Bundle falls, both inclusive, and for each year from the following year to the year prior to the year in which the earliest of the Schedule End Dates of all Bids in the Bundle falls, and for each and every month until the latest of the Schedule End Dates of all Bids in the Bundle falls;

“Total Bid Capacity” means the sum at any point in time of the Bid Capacity for all Bids in the Bundle, and that would become contracted under the CADA should the Bundle be selected and the Bidders be Successful;

“Total Capacity” or “Total Maximum Export Capacity”

means the sum of the Maximum Export Capacity for Facilities that are part of the Bundle;

“Total Permitted Exportable Capacity”

means, for the Bundle at a given point in time, the sum of the Permitted Exportable Capacity for the Facilities that are part of the Bundle;

“Transmission System Operator (TSO)”

means, as the case requires, ESB National Grid (or EirGrid as the case may be ) or any other person (or persons) from time to time undertaking one or more of: (i) the role of transmission system

operator for the Transmission System in Ireland; and

(ii) the role of administering the wholesale electricity trading arrangements established by the Commission;

“Transmission Use of System (TUoS) charges”

means the charges levied on users of the Transmission System by ESB NG;

“VAT” means any value added taxes at the appropriate rate in force from time to time.

COMPETITION PROCESS 4.1 Introduction 1. The objective of this Competition is to bring new generation capacity into

commercial operation in the market and thereby meet the anticipated 2005 capacity requirement at the earliest date achievable. The Commission has initiated this Competition on a voluntary basis in the interests of final customers to ensure security of supply in coming years.

2. This competitive process seeks to encourage the development of a Facility

with a minimum of 300 MW of Maximum Export Capacity and a maximum of 531 MW of Maximum Export Capacity. At the request of the Commission, ESB has agreed to provide a certain level of revenue security by offering a Capacity and Difference Agreement(s) (CADA) for up to 4,500 MW-years of additional generation output. The CADA entered into with a given Successful Bidder(s) will operate for a maximum of ten (10) years.

3. A Successful Bidder will also have entered into an Implementation

Agreement with the Commission covering the period from the date of execution of the Implementation Agreement until the Project’s Commercial Operational Date.

4. Implementation Agreements and CADAs may be signed by one or a

number of Successful Bidders depending upon the level of support required by each Successful Bidder in the Competition and depending on the amount of new generation capacity of the Successful Bidders.

5. For the purposes of this ITT, the term Commission will include the

Commission, its officers, employees, servants, advisers and agents providing assistance to the Commission in relation to this Competition.

6. Through this competitive process, the Commission will select a Preferred

Bidder or Preferred Bidders that offer the most economically advantageous Bid(s); that is the Bid(s) that combine for the lowest price and that are technically, commercially, financially and legally fit for purpose.

7. The Commission aims to notify Preferred Bidder(s) no later than 10th

November 2003 and so that all necessary Agreements are signed by 1st December 2003. The Preferred Bidder(s) will be required to enter into a Connection Agreement, an Implementation Agreement and a CADA.

4.2 Implementation Agreement, CADA and Connection Agreement 1. The Commission will be the counter-party to the Implementation

Agreement. This Agreement covers the period from date of execution of the Implementation Agreement to the full Commercial Operation Date of the Facility and deals with all aspects of construction, commissioning and completion and performance tests for the Facility included in the successful Tender. This Agreement will include, but is not limited to, (a) milestones that should be achieved to have the Facility fully constructed and commissioned by the Successful Bidder’s Scheduled Commercial Operation Date; (b) criteria for performance guarantees, warranties and/or undertakings and (c) criteria for all licenses, authorisations and consents to be in place.

2. ESB will be the counter-party to the CADA. The CADA will provide a level

of revenue support, agreed by the Commission and ESB, for the Successful Bidder or Bidders and will have a maximum duration of ten (10) years. It provides for monthly capacity and hedge payments.

3. Any Preferred Bidder whose Site is located in the Republic of Ireland will

be required to enter into a Connection Agreement with ESB National Grid (ESB NG). For information on the treatment of Preferred Bidders with Projects located outside of the Republic of Ireland, please refer to Section 4.24.2.

4. Any Bidder seeking to have different counter-parties to the

Implementation Agreement and the CADA would be required to provide full details for all parties in the Tender Questionnaire. Furthermore, a Bidder would have to demonstrate that there are no adverse side effects for the Agreements or the Commission of such a proposal. There would be an onus on such a Bidder to:

a) demonstrate that such an arrangement would not in any way diminish, affect or prejudice the objectives to be achieved by the Competition;

b) demonstrate that the Agreements intended to be entered into with the Successful Bidder(s) would likewise not be in any way diminished, affected or prejudiced or circumvented;

c) offer assurances and guarantees, including cross-guarantees, to ensure the proposal was neutral vis a vis a single party Bidder.

5. The Commission has agreed to employ any means lawfully available to it to ensure that out-of-market costs incurred by ESB, if any, arising under or in relation to the CADA will be recovered from all electricity customers and not solely from customers of ESB PES. The mechanism for this recovery is yet to be determined. ESB has agreed to be the counter-party to any CADA resulting from this Competition in reliance on this undertaking.

4.3 Right Not to Appoint a Successful Bidder 1. Notwithstanding the above, the Commission reserves the right not to

award any Agreement nor implement any arrangement contemplated by this ITT and to terminate, in its absolute discretion, the Competition at any time.

4.4 Expressions of Interest Process 1. Potential Bidders who have registered a valid Expression of Interest,

pursuant to the Guidelines, by the closing date are the only eligible parties permitted to enter into the Competition.

2. A Potential Bidder who has registered an Expression of Interest may

choose not to submit a Tender in response to this ITT. 4.5 Tender Process 1. A Bidder partaking in this Competition is required to fully complete the

Tender Questionnaire and the Bid Questionnaire(s) as set out in Appendix 3, to provide all enclosures as set out in Appendix 4 and to provide all relevant information for Schedule 2 of the CADA.

2. A Bidder is required to provide the Commission with a properly completed

Tender to arrive no later than 5.30 pm on 20th October 2003, the Closing Date for Receipt of Tenders. Any Tender that is received by the Commission after the Closing Date for Receipt of Tenders may, at the sole discretion of the Commission, be rejected.

3. Where a Tender is received by the Commission and where the Commission becomes aware or believes that there are omissions in the Tender, the Commission may, in its absolute discretion, send a Deficiency Notice to the Bidder. The Bidder is required to use best endeavours to fully respond to any issues raised in the Deficiency Notice. Responses to a Deficiency Notice must be received by the Commission no later than 5.30 pm on the fifth day after the date of the Deficiency Notice. The precise time and date will be stated in the Deficiency Notice. The Commission may, at its sole discretion, reject the information supplied by the Bidder in response to the Deficiency Notice. Any responses received from a Bidder after this time will not be considered and will be disregarded and rejected. Any Tender that remains incomplete may, at the sole discretion of the Commission, be rejected.

4. Each Tender must be in the form of a firm offer, which must remain valid

for six months from the Closing Date for Receipt of Tenders to allow for the completion of the Competition and the execution of the Agreements. Otherwise the Commission may, in its sole discretion, reject the Tender.

5. Each Bidder will be required to accept the terms of the ITT, the

Implementation Agreement and the CADA that are set out in this ITT, should it be selected as a Preferred Bidder (see Section 4.18 that potentially allows for some changes to the aforesaid Agreements and reference is made to same). Should the Bidder not accept such terms, the Commission shall, in its sole discretion, reject that Bidder’s Tender.

6. A Bidder must include an ESB National Grid Connection Offer as part of

its Tender (where the Bidder has notified ESB National Grid that this Connection Offer is required for the purposes of this Competition) in addition to a copy of a Letter of Intent to its chosen Engineering, Procurement and Construction contractor. Generators locating outside the Republic of Ireland should refer to Section 4.24.2 for additional requirements.

7. The Commission reserves the right, at its sole discretion, to extend the

Closing Date for the Receipt of Tenders or any other Date provided in this ITT. The Commission will give due notice to all Bidders and any extension will apply equally to all Bidders.

8. Each Bidder is limited to a single Tender in relation to a particular

Facility. Each Tender may contain up to five (5) Bids. The Commission reserves the right to reject any Tender containing more than five bids. Bidders are advised, if submitting more than one Bid in a Tender, to number them clearly as provided by Question 55 of the Bid Questionnaire as “Bid No. 1” or “Bid No. 2” and so forth.

9. Variants outside the scope of the options defined in and permitted by the

ITT may not be accepted and any such Tender may be eliminated at the sole discretion of the Commission

10. Complete Tenders must be emailed and hard copies delivered to the

Commission using the contact details set out in Section 4.29 to arrive by 5:30 PM on 20th October 2003 (see Paragraph 2 in Section 4.5 above). The Tender should be clearly marked “Capacity 2005 Competition”. Where Tenders are submitted by email, hard copies must also be delivered.

11. A Bidder must supply five hard copies of its Tender and all Enclosures

to the Commission (including one unbound copy suitable for reproduction).

12. The opening of Tenders will take place at a closed meeting in the office of

the Commission after the Closing Date for Receipt of Tenders in the presence of at least three [3] members of the Evaluation Team.

13. For the convenience of Potential Bidders, the ITT documentation will be couriered and emailed to each Potential Bidder. The Evaluation Spreadsheet will, in both cases, be an MS Excel file.

14. There shall be no price negotiation between Bidders or Preferred Bidders

and the Commission or between Bidders and Preferred Bidders and ESB and Tenders received by the Closing Date for Receipt of Tenders shall be considered “best and final”.

15. By bidding into the Competition, each Bidder is required to accept,

acknowledge and confirm a number of terms and conditions of the Competition as listed in Section 5 of this ITT. Bidders are further obliged to return a signed Compliance and Confirmation Statement as set out in Appendix 5 with their Tenders.

4.6 Application Fees 1. A Bidder is required to pay a non-refundable Application Fee with the

Tender submitted in this Competition. Application Fees will be used to defray some of the Commission’s costs of running the Competition. The amount payable will vary depending upon the Capacity of the Facility included in the Tender (see Table below for details).

Application Fees for Competition

Maximum Export Capacity € 50 MW to < 100 MW 1,995 100 MW to < 200 MW 6,635 200 MW to < 500 MW 16,590 500 MW + 19,905

2. The appropriate amount must be submitted to the Commission as part of

the Tender, by the Closing Date for Receipt of Tenders, and must be in the form of a Euro cheque or Bank Draft and made payable to the Commission for Energy Regulation.

4.7 Tender Evaluation 1. The evaluation of Tenders will be undertaken by an Evaluation Team

composed of officers and employees of the Commission together with advisers and consultants engaged by the Commission for the purposes of this ITT and process. Each member of the Evaluation Team will undertake such functions and tasks as may be allocated to him or her by the Commission. The Commission reserves the right, in its absolute discretion, at any time to remove, substitute, appoint, decrease or increase the members of the Evaluation Team. The members of the Evaluation Team shall be required to observe strict confidentiality at all stages of the process. The Evaluation Team will recommend to the Commission the Preferred Bidders in accordance with the evaluation provisions of this ITT, details of which are set out in Sections 5. The Commission will make the final decision.

2. The process auditor will be required to observe strict confidentiality at all

stages. Specifically, the process auditor will refrain from speaking to any of the Bidder(s) or to any parties associated with the Bidder(s) during the evaluation process. The process auditor will also be required not to disclose confidential commercial information at any point in time.

3. Each Tender will be evaluated to determine if it meets the minimum

financial, regulatory and technical requirements set out in Section 5.2. If a Tender fails to meet any of the said minimum qualification requirements, the Tender will be excluded from subsequent stages of the evaluation process and the Tender will be eliminated.

4. As a minimum, Facilities included in Tenders must be newly built,

thermal and centrally dispatchable by the Transmission System Operator and have a Maximum Export Capacity of at least 50 MW. For Facilities located outside the Republic of Ireland, please refer to Section 4.24.2.

5. All Bidders that successfully meet the requirements set out in Section 5.2

of the ITT are included in the Stage Two Evaluation where a quantitative evaluation is performed. The Commission does not wish to restrict the Competition to Bidders who could, on their own, provide the required addition of Maximum Export Capacity (minimum 300 MW and maximum 531 MW). Therefore, the Commission will allow for Bids to be bundled as part of the evaluation (subject to meeting the Minimum and Maximum thresholds) and will allow for any such Bundle or any Bid to be supplemented with up to 110MW of emergency generation to meet the minimum threshold.

6. In the evaluation process, the Commission will select the Bundle that

provides the required addition of Capacity in the most economically advantageous way.

7. Bidders that submitted Bids that are part of the selected Bundle are

Preferred Bidders.

8. Having completed the Stage Two Evaluation, the Commission will notify Preferred Bidders. The Commission aims to provide this notification no later than 10th November 2003.

4.8 Post-Evaluation Procedures 1. The Commission will notify the Preferred Bidders(s) of their status by the

Preferred Bidder Notification Date. The Preferred Bidder Notice (“the notification”) will be sent by email and by courier. The notification will identify, for each Preferred Bidder, the Facility and the Bids that are part of the preferred Bundle. Preferred Bidders will be provided with an acknowledgement form with which Preferred Bidders will acknowledge receipt of the notification within two (2) Business Days of receipt of the Preferred Bidder Notice. Failure to respond to the Preferred Bidder Notice and return the acknowledgement form may result in the Commission, in its sole discretion, rejecting the Bundle of which the Preferred Bidder is a part and removal of that particular Bid from further consideration in any subsequent Preferred Bundle.

2. Bidders that are not part of a Preferred Bundle will not receive notification

on the status of their Bids prior to the Successful Bidder Notification. 3. The Commission aims to conclude all contractual arrangements on or

before 1st December 2003 or such later date as determined by the Commission, in its absolute discretion, The Preferred Bidder(s) is (are) required to use best endeavours to progress and complete discussions and all contractual arrangements by the Conclusion of Agreements Date.

4. The Preferred Bidder status does not guarantee that the Bidder will be

entitled to enter into the Implementation Agreement and CADA with the Commission or with ESB respectively. The Preferred Bidder status offers the Preferred Bidder the right to enter into Agreements with the Commission or with ESB if the Bidder is able to fulfil the additional conditions as detailed in subsequent paragraphs.

5. No later than the Conclusion of Agreements Date, or such later date as

determined by the Commission, the Preferred Bidder(s) must fulfil a number of conditions, as outlined in Section 4.8.

6. A Preferred Bidder must pay the Cost of the Competition by Conclusion of Agreements Date (see Section 4.11). Should a Preferred Bidder fail to do so, the Commission reserves the right to reject the Bundle of which the Preferred Bidder is a part. The Commission will notify all Preferred Bidders that the Bundle is rejected and the Commission reserves the right to select another Bundle and to notify those Preferred Bidders of their status. In this event the Commission shall return all Cost of Competition payments made by other Preferred Bidder in the failed Bundle as soon as is practicable.

7. No later than Conclusion of Agreements Date, a Preferred Bidder must demonstrate to the satisfaction of the Commission that it has obtained the Authorisation to Construct the Facility that is proposed in its Tender and that it has obtained all required planning permission and consents, (see further Section 4.14) and has good marketable title to the site on which the Facility is to be constructed. Should a Preferred Bidder be unable to do so, the Commission reserves the right to reject the Bundle of which the Preferred Bidder is a part. The Commission will notify all Preferred Bidders that their Tenders are rejected and the Commission reserves the right to select another Bundle and to notify those Preferred Bidders. See further Section 4.12 on the Authorisation to Construct.

8. A Preferred Bidder that has demonstrated to the Commission that it has

obtained the Authorisation to Construct the Facility, that has in place all necessary planning permission and consents and has Good Marketable Title to the site on which the Plant is to be constructed, that has paid the Cost of the Competition, and, where a Project is located in the Republic of Ireland, is required to enter into a Connection Agreement with ESB National Grid no later than Conclusion of Agreements Date). For Generators locating outside the Republic of Ireland, refer to Section 4.24.2 for additional requirements.

9. Once a Preferred Bidder has returned their acknowledgment of the

Preferred Bidder Notice the Preferred Bidder may then enter into discussions with the Commission regarding the details of the Direct Agreement within the Implementation Agreement.

10.The Commission recognises that there is a possibility of a Preferred

Bidder’s Connection Offer interacting with a signed non-Bidder’s Connection Agreement. The Commission does not anticipate that this will be a problem, should this happen the Bidder is referred to Section 5.4.

11. The Preferred Bidder must sign the Implementation Agreement and must

provide the required Performance Bond no later than Conclusion of Agreements Date. The Commission is the counter-party to the Implementation Agreement

12.The Preferred Bidder must sign the CADA with the Implementation

Agreement no later than the Conclusion of Agreements Date. ESB is the counter-party to the CADA.

13. If a Preferred Bidder fails to pay the Cost of the Competition or satisfy

any of the post evaluation requirements as outlined or fails to sign the Connection Agreement, or the Implementation Agreement or the CADA by the deadlines set by the Commission, the Commission reserves the right to reject the Bundle of which the Preferred Bidder is a part, that particular Bid, and that Bidder’s Tender from the Competition. If rejected, the Commission will notify all Preferred Bidders that their Bundle is now rejected. The Commission reserves the right to select another Preferred Bundle and to notify those Bidders of their Preferred Bidder status

14. Each Bidder’s Connection Offer will remain open at least until such time as all Preferred Bidders have signed their Connection Agreement, the Implementation Agreement and the CADA. From this date forward, unsuccessful bidder Connection Offers shall remain valid within the normal validity period, subject to the normal rules.

15.In the event that there is more than one Preferred Bidder in a Bundle the

Commission will, to the extent that it is aware and that is necessary, notify all Preferred Bidders of other Preferred Bidders’ readiness to comply with the post evaluation requirements.

4.9 Successful Bidder(s) 1. All Preferred Bidders within a Preferred Bundle must fulfil all post

evaluation requirements and sign the Connection Offer, the Implementation Agreement and the CADA within the given timescales in order for that Bundle to be named as a Successful Bundle and members of that Bundle will be considered Successful Bidders.

2. Once Successful Bidders are determined, the Commission will issue a

Successful Bidder Notification by which all Bidders will be advised of the results of the Competition by email and by courier. Tenders from non-Successful Bidders will no longer be considered open.

3. Prior to the Successful Bidder Notification, the Commission will only

notify Preferred Bidders, once selected. All other Bidders will not be notified of their status until the Successful Bidder Notification is issued.

4. The Commission will not return any of the documents submitted by

Bidders. They will be filed for an appropriate timeframe and then destroyed.

4.10 Conclusion of the Competition 1. The Competition will be concluded when the Preferred Bidder(s) has

entered into the relevant Agreements or when the Competition is terminated by the Commission, in accordance with the provisions in this ITT.

4.11 Cost of Competition The Commission estimates its total cost associated with this Competition at €750,000 (including VAT) and this will, in any event, be capped at €1,000,000. The Cost of the Competition is the Preferred Bidder’s share (based on its share of the total MW-years in the Successful Bundle) of the difference between the Commission’s estimated total cost for the Competition and the amounts received by the Commission through Application Fees. The Cost of the Competition must be paid by Euro cheque or Bank Draft and made payable to the Commission for Energy Regulation.

4.12 Authorisation to Construct 1. A Preferred Bidder is required to have an Authorisation to Construct for

the Facility on the Conclusion of Agreements Date. 2. Bidders can apply for an Authorisation to Construct by contacting (by

courier or email) the Commission at the address given in Section 4.29. See www.cer.ie for further details on licence application procedures and requirements.

3. Bidders are required to pay the Commission a non-refundable fee on

application for an Authorisation to Construct. This must take the form of a Euro cheque or Bank Draft made payable to the Commission for Energy Regulation.

4. An Authorisation to Construct is specific to a Facility, and not to the

number of Bids in the Tender. 5. The Application Fee varies depending upon the Maximum Export Capacity

of the particular generator (see Table below for details) 4.13 Application Fee for Authorisation to Construct

Maximum Export Capacity € 50 MW to < 100 MW 1,995 100 MW to < 200 MW 6,635 200 MW to < 500 MW 16,590 500 MW + 19,905

1. The Commission on receipt of full information shall take no longer than

two (2) months to process any application for an Authorisation to Construct. It is the Bidders’ responsibility to submit their application and required accompanying information to the Commission in a timely manner in order to have an Authorisation to Construct processed within the required timeframe. Bidders are advised to pursue their applications without delay.

4.14 Relevant Consents 1. Bidders are responsible for identifying and obtaining all Relevant

Consents for the construction, implementation, commissioning and operation of the Facility.

2. A Preferred Bidder is required to have full grant of planning permission

for its Tender on the Conclusion of Agreements Date or such later date as determined by the Commission, in its sole discretion.

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3. The Commission reserves the right to examine any conditions, which may attach to planning permission, with a view to assessing whether they may have any adverse impact on the Scheduled Commercial Operation Date. Bidders should factor these considerations into their project programme.

4. All costs for any of the aforesaid shall be for the cost of the Bidder. 4.15 Licences, Permits and Approvals 1. Successful Bidders shall be fully responsible for identifying and

maintaining all necessary licences, permits, approvals and all necessary consents for the commencement, implementation and operation of the Project. All costs for obtaining such licences, permits and approvals shall be for the account of and be paid by the Bidder.

4.16 Priority of Competition Agreements 1. Information in the ITT takes precedence over information in the

Guidelines. 2. The ITT shall have precedence until the Implementation Agreement comes

into full force and effect, upon the Implementation Agreement coming into full force and effect the Implementation Agreement shall have precedence and upon the CADA coming into full force and effect the CADA shall have precedence.

4.17 Indemnity Performance Bond 1. Having regard to the rights being awarded to the Successful Bidder(s), the

Implementation Agreement provides that an on demand indemnity Performance Bond be furnished. The form of the on demand indemnity Performance Bond, including the amounts to be provided, are included as an Appendix to the Implementation Agreement. The surety, which will issue the on demand indemnity Performance Bond, shall be a party independent from the Successful Bidder and satisfactory to the Commission. The surety shall also be authorised to issue bonds in the Republic of Ireland.

4.18 Bidder Comments on Implementation Agreement and CADA 1. Bidders in this Competition are asked to carefully consider the terms and

conditions set out in these Competition Agreements.

2. In the event that a Bidder considers that the Competition Agreements contain parameters or other elements which are so onerous as not to permit a competent Bidder operating in accordance with good industry practice to fulfil them and achieve a commercial rate of return, the Bidder should advise the Commission accordingly in writing not later than 5.30 pm on 13th June 2003 at the address provided in Section 4.29.

The Commission, save in its absolute discretion to determine otherwise, will not consider or provide a response to comments or notifications which are not submitted in accordance with the aforesaid procedure. 4.19 Commission’s Response to Comments 1. The Commission shall consider any advice received from Bidders under

Section 4.18 above and may in its sole discretion amend the Implementation Agreement and, in relation to the CADA, may request ESB to assent to such amendments. ESB has reserved the right not to accept amendments, which unduly prejudice its position. Following this procedure, and not later than 15th July 2003, the Commission will either affirm the definitive character of the Implementation Agreement or, subject to the consent of ESB in relation to the terms of the CADA, amend those parameters and criteria either on its own initiative or taking into account the comments and notifications received from Bidders. The Commission will notify confidentially any bidder who has proposed an amendment which the Commission has rejected, or which the Commission deems to have been rejected because it has failed to secure the consent of ESB, that the proposal has been so rejected. The Commission will notify all Bidders of any amendment, which has been accepted, and of any other amendment made by the Commission. The ITT shall on such notification be deemed amended to the extent of such amendment. Notwithstanding anything contained in this Section 4.19, the issue of an amended ITT, Implementation Agreement or CADA shall be deemed to mean that amendments contained therein have to the extent provided been accepted and to the extent not provided therein have been rejected and not accepted.

2. All bids submitted shall comply fully and in the specified detail with all

parameters, criteria, and other terms set out in this ITT, subject to any amendment which may have been decided by the Commission in accordance with paragraph 1 above and notified to Bidders in accordance with that provision. All bids submitted subsequent to that notification, which are based upon or propose any exception to or exclusion of any parameter, criterion, or other term will not be considered by the Commission.

3. The Commission with its advisors has considered at length and in detail

the issues giving rise to the need for this Competition, and is satisfied with the reasonableness and sufficiency of the Competition Agreements by reference to those issues. While the Commission is open to any submission by a Bidder under Section 4.18, it will require to be persuaded of a fundamental defect in the terms governing the competition as set out in the Competition Agreements before it will consider changing any of those terms.

4. It is recognised that Bidders may view their submissions as confidential,

particularly if they consider that the release of information related to the request may reveal an innovative approach. The following procedure will therefore be adopted:

a) If a Bidder considers that its submission is of a confidential nature, then the request must be marked as Confidential.

b) If the Commission considers that, in its sole discretion, it can

respond to the request on a confidential basis then it will do so. c) If the Commission considers that, in its sole discretion, it is unable

to respond to the request on a confidential basis, then it will notify the Bidder of the decision and the Bidder will have the opportunity to withdraw its submission.

d) If the Bidder does not wish to withdraw its submission, then the

submission and the Commission response will be released to all Bidders.

4.20 Further Information for Implementation Agreement and CADA

Where necessary, the Agreements will be amended to take account of any further information or details provided at the request of the Commission as dealt with below.

4.21 Further Information Provision / Amendments by the Commission 1. If deemed appropriate, the Commission may, on its own initiative and in

its sole discretion, provide additional information or make any amendment to the ITT and the Implementation Agreement at any time up to the 15th July 2003. The Commission will similarly make any such amendments to the CADA if the consent of ESB has been obtained. Such additional information or amendments will be circulated to all Bidders who have submitted a valid Expression of Interest to the Commission.

2. Where the Commission determines, in its sole discretion, that the dates in

this ITT require to be amended or extended, the Commission may similarly inform all Bidders.

3. Should the Commission determine, in its absolute discretion, that due to

the discovery of manifest errors or anomalies further additional information amendments are required to the ITT, the Implementation Agreement or, with the consent of ESB, the CADA, subsequent to the 15th July 2003, then the Commission shall notify all Bidders in accordance with Section 4.21.1.

4.22 Confidentiality

1. Any information submitted by a Bidder in response to the ITT and considered by the Bidder to be confidential or proprietary should be clearly marked as such. The Commission shall be entitled to release such information to its officers, employees, advisers, agents or contractors, the Evaluation Team and/or the Process Auditor for the purpose of this Competition. The Commission, its officers, employees, agents or

contractors, any members of the Evaluation Team or the process auditor will, in no circumstances, be liable for any loss of any kind suffered as a result of disclosure, before, during or after the Competition.

2. Bidders should note that most records held by the Commission are, prima

facia, subject to disclosure whether in the public interest or otherwise under the provisions of the Freedom of Information Act, 1997 as amended or revised (“the Act”). The Act creates a general right of access on the part of members of the public to records held by certain public bodies, including the Commission.

3. Some exceptions are provided for, particularly where information is of a

personal or commercially sensitive or confidential nature. Bidders should seek their own legal advice on the applicability of the Act to any response made and subject to the provisions of the Act. The Commission appreciates that any of the matters raised in their response may require Bidders to provide, for example, commercially sensitive and/or confidential information, if their response is to be meaningful. Bidders are requested to identify clearly such information.

4. Bidders are referred to Section 4.9.4 as to what will happen to all

information and documents submitted by a Bidder. 4.23 Provision of Information Upon Request of Commission 1. The Commission may request additional information in addition to that

provided in a Tender for the purposes of clarification in such format as the Commission may stipulate. Bidders are required to provide any such information within five (5) business days of the date of the Commission’s request, or such later date as determined by the Commission in its sole discretion.

2. Notwithstanding the aforesaid, it is the sole responsibility of a Bidder to

provide the Commission with a comprehensive and complete Tender no later that the Closing Date for Receipt of Tenders. Failure to do so may result in the Commission rejecting the Bid and the elimination of the Tender.

3. The evaluation of Bids will be based on material received by the

Commission by the Closing Date for the Receipt of Tenders. Material received after this time may be taken into account in the evaluation process if such material has been specifically requested by the Commission for the purposes of clarification.

4. The Commission, at its sole discretion, may contact Bidders and any of

their contractors, suppliers and may conduct any investigations necessary in connection with the Bids.

4.24 ESB National Grid Connection Criteria 4.24.1 Part I: Generators Locating in Ireland 1. A Connection Offer from ESB National Grid (“ESB NG”) must accompany

the Bidder’s Tender. 2. A Bidder is required to notify ESB NG that it is seeking a Connection

Offer for the purposes of bidding into this Competition. If a party has already applied to ESB NG for a Connection Offer and intends to bid in the Competition, that party is required to inform ESB NG that it is seeking a Connection Offer for the purposes of bidding into this Competition.

3. ESB NG will, as part of the Connection Offer, provide each Bidder with a

Supplementary Letter (for inclusion in the Tender) specifying the Permitted Exportable Capacity that can be accepted by the network from the Bidder’s Connection Point on the 1st December 2005 (the Target Date).

4. Only unsigned, valid Connection Offers shall be accepted for the purposes

of the competitive process. 5. ESB NG will publish a limited level of information on its website

www.eirgrid.com relating to each application in accordance with the revised ‘Connection Offer Process’, details of which is also available on www.eirgrid.com.

6. The treatment of Interacting Connection Offers between Bidders and

between Bidders and non-Bidders is set out in Section 5.4 of this ITT. 7. The Firm/Non-firm Direction (CER/03/036) does not apply to Bidders in

this Competition. 4.24.2 Part II: Generators Locating outside the Republic of

Ireland 1. Bidders may submit Tenders for Projects that are located outside the

Republic of Ireland. According to current market rules, such generators do not require a Connection Offer/Agreement when trading in the Republic of Ireland. This category of Bidder must comply with the principles set out in the Section 4.24.1 above except in relation to the requirement to submit a Connection Offer as part of a Tender.

2. This type of Bidder must (as part of its Tender):

a) Submit evidence of Connection Offers to the transmission system appropriate to them.

b) Submit satisfactory evidence to demonstrate and, without qualification, guarantee that a Project located outside the Republic of Ireland can reliably be continuously available for dispatch in the Republic of Ireland market (to the same extent as

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generators locating in the Republic of Ireland market) where reliability is related to the Bidder’s ability to be available.

c) Submit satisfactory evidence to demonstrate and, without

qualification, guarantee that the Bidder can secure access to sufficient firm Interconnector Capacity to allow the transfer of the Contracted Capacity for the duration of and in accordance with the CADA.

d) Satisfactorily demonstrate their ongoing ability to contribute to

the long-term security of supply in the Republic of Ireland to the same extent as generators located within the Republic of Ireland, as determined, at the sole discretion, of the Commission. This will include producing satisfactory supporting documentation from the relevant transmission system operators and regulatory authorities

e) Contact ESB NG to ensure that the Maximum Exported Capacity

of its Facility poses no difficulties for the Republic of Ireland transmission system for at least, the Bidder’s preferred contract duration and provide written confirmation thereof.

f) Submit evidence to demonstrate and, without qualification,

guarantee that the Republic of Ireland Transmission System Operator can dispatch the Bidder’s Facility in a similar manner to domestic generators (or where the TSO can operate an arrangement that achieves the same level of effective control).

g) Submit robust estimates of Transmission Use of System charges

and all Loss Adjustment Factors relevant to the Tender. 3. The information required above will be used in the Stage One Evaluation. 4. Before the Closing Date for Receipt of Tenders, the Commission or ESB

NG, as appropriate, may from time to time contact the Bidder to specify the level of Network related information required or clarify any information received. The Bidder will respond within the timeframe laid down for any response. It is the Bidder’s sole responsibility to ensure that it has access to the required grid information in time for submission of Tenders in keeping with the timescales set out in this ITT.

4.25 Expenses

All costs and expenses incurred by Bidders or potential Bidders shall be borne by themselves exclusively. The Commission shall not be responsible or liable for any costs or expenses of whatever nature incurred by Bidders relating to any aspect of the process, this ITT or the Competition generally, regardless of its conduct or outcome.

4.26 Changes of Shareholding

The shareholding or interest of any Bidder shall not be changed or varied until the Commercial Operation Date (as defined in the Implementation Agreement) save and except as approved in writing by the Commission.

4.27 Law 1. All Agreements and any matter arising in connection with or in any

related to their subject matter and between the Successful Bidder, ESB and the Commission will be governed by the law of Ireland.

2. All Bidders shall comply with all applicable laws and in particular with

EU and Irish Competition Law.

4.28 Language

Bids and submissions and any correspondence in response to this ITT shall be in the English language.

4.29 Contact Details Deirdre Powers Capacity 2005 Competition Commission for Energy Regulation Plaza House Belgard Road Tallaght Dublin 24 Email [email protected]

mailto:[email protected]

EVALUATION 5.1 Overview of Evaluation Method 1. After checking the completeness of all documentation submitted in the

Tender Questionnaire Appendix 3 the evaluation process proceeds in two (2) stages; Stage One and Stage Two.

2. Tenders must satisfy all requirements in Stage One of the evaluation

process in order to proceed to Stage Two. 3. The Evaluation Team will undertake the Stage One and Stage Two

Evaluations of each Bidder’s Tender. The Evaluation Team will include advisers with relevant technical, financial, regulatory and legal experience. In Stage One, this team will advise the Commission as to whether or not a Bidder’s Tender meets or fails to meet each particular requirement. For some requirements, this will be straightforward. For others, the team will draw upon their experience of what should be the minimum requirement expected from a party capable of undertaking this type of project.

4. The team will prepare a report on each Bidder’s Tender for the

Commission’s consideration. Based on this advice, the Commission will determine which Bidders’ Tenders should progress to the Stage Two Evaluation.

5. Any Tenders which meet all requirements will go forward to Stage Two

Evaluation. 6. In the Stage Two Evaluation, the quantitative Bid Parameters of each Bid

are evaluated. A Bid may be considered on its own or it may be considered as part of a Bundle with other Bids. The manner in which Bid Parameters are used in the Stage Two Evaluation and the manner in which Bundles of Bids are ranked are also explained in this Section.

7. The evaluation identifies least-cost Bids or Bundles of Bids. The

Commission reserves the right to exercise its discretion in rejecting Bids or in choosing from among Least-Cost Bundles that are tied following the Stage Two Evaluation. The circumstances in which the Commission may exercise its discretion and the circumstances in which Bundles are tied are specified more precisely in this Section.

5.2 Evaluation 5.2.1 General – Stage One 1. The Evaluation Team considers each Tender and assesses whether it

meets the qualification requirements, as detailed below.

2. The Stage One Evaluation is conducted on the basis of each Bidder’s detailed and complete response to Appendix 3 and on the basis of information contained in relevant documents specified in the List of Enclosures Required by Bidders in Appendix 4.

3. Subject to paragraph 6 below Tenders may be rejected after the Closing

Date of Receipt of Tenders as detailed in Section 4.5 at the sole discretion of the Commission.

4. The Stage One Evaluation begins with a determination by the

Commission as to whether the information required to be submitted with each Tender is complete. A Tender is complete if all the information requested in the Tender Questionnaire is provided, and if all documents requested in the List of Enclosures Required by Bidders in Appendix 4 are provided.

5. If the Commission determines that the Tender is complete, the

Commission will send a confirmation of receipt of a complete Tender to the Bidder no later than five (5) business days after the Closing Date for Receipt of Tenders.

6. If the Commission determines that the Tender is incomplete or that it

requires clarification, the Commission may, in its absolute discretion, send a Deficiency Notice to the Bidder(s) requesting additional information. If a Bidder does not submit all information requested in the Deficiency Notice by the time provided therein, or if the information submitted is rejected by the Commission, its Tender will be rejected and eliminated and will not be considered further. If a Bidder submits all information requested in accordance with the Deficiency Notice, the Commission will send a confirmation of receipt of a complete Tender to the Bidder no later than five (5) business days after the receipt of the said information. If the Tender is incomplete and the Commission in its discretion does not send a Deficiency Notice the Tender is rejected and the Bidder will be informed.

7. After the Closing Date for Receipt of Tenders, Bidders will not be able to

revise any aspect of the Tender or any response to the Tender Questionnaire, unless requested to submit clarification by the Commission.

8. In establishing the qualification requirements, three main objectives are

sought to be achieved, namely:

a) to ensure that a given level of development certainty has been established for the Project;

b) to ensure that the Bidder’s proposal for the Project’s implementation and operation is fit for purpose in all technical, commercial and financial aspects that are material to the proposed development;

c) to ensure that all Tenders are submitted under standard terms and conditions, so that they can be compared on a common basis in the evaluation.

9. A Tender will be judged as either satisfying or not satisfying the qualification requirements. These qualification requirements include financial, regulatory and technical requirements.

10. If, in the considered opinion of the Commission, and based on the report

from the Evaluation Team, a Tender fails to meet any or all of the qualification requirements, the Tender in question will be excluded from the Stage Two Evaluation and will be eliminated.

11. The Commission will give no special consideration to a Tender that more

easily or more generously meets a particular requirement. For example, if two (2) Bidders can demonstrate that their majority equity provider passes the minimum credit rating, but one Bidder’s majority equity provider has a superior rating, this Bidder will not be afforded any advantage over a Bidder that just satisfies the requirement.

12. The Commission reserves the right to reject one, several or all Bids, and

not to consider such Bids further, even though the Tenders have satisfied the qualification requirements of the Stage One evaluation. The Commission may reject a bid if a Bidder:

a. has tried to influence the evaluation process; or b. has been found to have misrepresented any aspects of the

tender subject to the Stage One Evaluation; or c. has not complied with its representations not to communicate

its Bid before the Successful Bundle has been announced; or d. has not responded to request for clarifications or additional

information in accordance with the requirements and dates set by the Commission; or

e. has bid a capacity price so high that it appears that the Bidder is excessively discounting all non-contract market revenues.

5.2.2 Financial Requirements 1. Financial requirements will be used to establish whether the Bidder has

made, by the time of the submission of Tenders, financial arrangements that are suitable for the development of the Project and that provide assurance for the financial viability of the Project.

2. For the purpose of meeting these financial requirements, Bidders are required to fill in the relevant sections of the Tender Questionnaire where they will describe:

a) details of ownership and group structures (if a Bidder is a consortium, the Bidder must specify the commercial and legal relationships among its members);

b) a financing plan that details current and future sources of financing for the Project (including sources of debt and equity capital, the quantities of debt and equity capital, as well as the anticipated timescale for Project funding);

c) any pending legal proceedings or investigation by any Competent Authority material to the Bidder’s financial condition;

d) any consortium members who are banned from holding a Directorship or are under investigation from the Office of Corporate Enforcement or similar investigative body in any jurisdiction.

3. The complete List of Enclosures Required by Bidders is in Appendix 4.

This list includes the following documents used to assess the financial position of the Bidder:

a) A letter of intent from lenders describing the proposed financing arrangements, including the amount of debt they intend to provide, the terms of the financing, and any special conditions that may be associated with the intent to finance;

b) Audited annual financial statements for the past three years from all equity providers clearly identifying any contingent liabilities;

c) The Bidder must provide evidence that it is a properly constituted entity under the laws of the country in which it is established.

d) A valid tax clearance certificate if an Irish resident or if a non-resident, a statement of suitability issued by the Irish Revenue Commissioners.

4. Bidders are also required to disclose any agreements or other co-

operation arrangements with third parties that might in any way have a material bearing on the implementation of their investment or Tender.

5. The following will apply to all Bidders:

a) At least one equity provider accounting for 40% or more of total project equity, or equity providers which together account for at least 40% of total project equity, must have:

an international long-term credit rating of BBB- or better from Fitch IBCA; or

•

•

•

a long-term issuer rating from Standard & Poor’s Rating Services of BBB- or better; or a senior unsecured issuer rating from Moody's Investor Services of Baa3 or better;

and

b) At least one equity provider, accounting for 40% or more of total project equity, or equity providers which together account for at least 40% of total project equity, must have a Tangible Net Worth of at least €250,000,000 on its most recent annual financial statements, where the Tangible Net Worth is defined as total assets, less intangible assets (such as goodwill and intellectual property rights), less total liabilities.

6. The Commission may request clarification from the Bidder to

demonstrate the financial strength of any or all equity providers, or to clarify the lending commitments. This may include a request for any or all of the following items:

• credit ratings from other agencies or other ratings from the agencies given in Paragraph 5;

• evidence of market valuations of equity providers that exceed book values;

• additional details regarding the lending commitments of lenders. 7. The Bidder, if it is aware that it is unable to comply with Paragraphs 5

and 6 above, i.e., none of the Bidder’s equity providers are rated, may provide with its Tender any additional information that it believes may be relevant to the Commission in its evaluation which the Commission, in its absolute discretion, may accept or reject and disregard.

8. In securing their financial arrangements, Bidders should note that their

proposals:

• should not depend on any guarantees, commitments or support from the Commission;

• should assume availability of the Capacity and Differences Agreement and Implementation Agreement as included in the ITT Package and as amended by the Commission following the Comment Period.

5.2.3 Regulatory Requirements 1. Regulatory requirements will be used to ensure that all Tenders are

evaluated under a standard set of rules and conditions. 2. By virtue of submission of its Tender, a Bidder is deemed to accept the

following general conditions:

a) the official language of all documents pertaining to the Competition is English;

b) the Commission reserves the right, in its sole discretion, to change or

not to proceed with the Competition at any time during the course of the Competition;

c) the Commission may contact the Bidders and any of their contractors, suppliers and advisers and may conduct any investigations necessary in connection with the evaluation of Tenders;

d) the Commission shall not be liable for any costs incurred by Bidders,

their shareholders, contractors, lenders or advisers in connection with this Competition;

e) any information submitted by a Bidder in the Tender and considered

by the Bidder to be confidential or proprietary should be clearly marked as such. The Commission and its agents and advisors will, in no circumstances, be liable for any loss of any kind suffered as a result of disclosure of confidential or proprietary information before, during or after the Competition.

3. In the Tender Questionnaire, Bidders will affirm that they accept the

Terms and Conditions of the Competition by certifying that:

a) all information submitted in the Tender is a true, complete and accurate representation of the Bidder’s technical and financial condition;

b) Bidders have read the ITT and understand the Bid Parameters

required, and agree to submit Bid(s) that conform with the requirements in all respects;

c) Bidders have read the ITT and understand the evaluation method that

will be used to standardise the Bids and assess the Bundles, and agree to have their Bids evaluated using this method;

d) Bidders acknowledge the possibility that the Tender with the lowest

Bid Capacity Price may not be part of the Bundle selected by the Commission and waive any right to challenge the selection of the Preferred Bidders or Successful Bidders on that basis;

e) Bidders acknowledge the possibility that the Commission may in the

case of tied Bundles select a Bundle in accordance with the criteria outlined later on in this Section;

f) Bidders understand and accept the terms of the Implementation

Agreement and CADA as finalised by the Commission at the conclusion of the Comment Period, and Bidders agree not to engage in further negotiation of the Implementation Agreement and the CADA should the Bidder become a Preferred Bidder in this Competition;

g) Bidders understand and accept all other terms of the Competition as

outlined in the ITT documents as revised and amended on 15 July 2003 and 08 August 2003 and not otherwise explicitly referred to in paragraphs a-f above.

4. The Commission reminds Bidders that the Comment Period on the Competition Agreements ended on 13th June 2003. Comments and any proposed amendments must have been submitted by that date.

5. The Commission seeks to promote effective and fair competition among Bidders. In the Tender Bid Questionnaire, each Bidder will be asked to certify that the Bidder:

a) is not part of a joint venture or consortium with another Bidder

submitting a separate Tender;

b) has not coordinated any Bid Parameter or any aspect of its Tender with one or several other Bidder(s) that is or are submitting separate Tender(s);

c) has no knowledge of the Bid Parameters chosen by any other Bidder as part of a separate Tender;

d) has kept and will continue to keep its Bid Parameters confidential until the Bidder receives the Successful Bidder Notification from the Commission;

e) has kept and will continue to keep the confidential terms and conditions of the CADA confidential;

f) has in place non-disclosure agreements with financial or other advisors that provide all necessary assurances that these advisors also keep any decisions or analyses of Bid Parameters, other material elements of the Tender, or terms of the Competitive Agreement confidential;

g) has not tried to influence the evaluation process or colluded with any other Bidder or Potential Bidder;

h) has not misrepresented any aspects of the Tender subject to the Stage One Evaluation.

6. If a Bidder is unable to certify to any of a. to g. of Paragraph 3 and to any

of a. to h. of Paragraph 5 above, the Bidder must provide a full justification in the Tender documentation. The Bidder may be asked for further clarification by the Commission. The Commission may disqualify a Bidder if the Bidder is unable to make any one of these certifications and this compromises the Evaluation because a Tender cannot be evaluated under standard rules or conditions, or because a Bidder has not competed in a fair and open manner in the Competition.

7. In the Tender Questionnaire the Bidder must provide details of ownership

and group structures. If a Bidder is a consortium, the Bidder will have specified the commercial and legal relationships among its members.

8. A Bidder must certify that it has no economic, legal, commercial or

financial relationship with another Bidder submitting a separate Tender in the Competition.

9. If a Bidder is unable to so certify, the Bidder must identify the other

Bidder and the economic, legal, commercial or financial relationship in question.

10. The Commission may disqualify a Bidder if the Bidder is economically, legally, commercially or financially related to one or more other Bidders in a way that would impede, in any way, the incentive that the Bidder should have to compete to be a Successful Bidder in this Competition.

11. For the avoidance of doubt, in the case where the Bidder is a

consortium, partnership, or group of any kind, all members of the partnership, consortium or group must make all certifications required in the Stage One Evaluation.

12. In addition, if a Bidder indicates any party is entitled to take an interest

in the Bidder at a date subsequent to the Closing Date for Receipt of Tenders, whether by way of option or other form of agreement, then the Bidder should give full details thereof and supply copies of the relevant agreement(s). Bidders should particularly note that any such entitlement, option or agreement should be such that selection as a Successful Bidder immediately and unconditionally will give effect to such entitlement, option or agreement and that the interest in the Bidder to which the entitlement, option or other agreement relates becomes immediately vested in such party.

5.2.4 Technical Requirements 1. Technical requirements will be used to evaluate whether a Tender is fit for

purpose in all technical respects material to the Project. 2. Plant that does not meet the minimum capacity requirement of 50MW will

not be eligible for consideration in the Competition. 3. The proposed Facility must be centrally dispatchable and thermal. 4. The proposed Facility must comply with current Irish and EU legislative

requirements. 5. Plant already operational or under construction will not be eligible for

consideration in the Competition. 6. In the Bid Questionnaire, Bidders are required to demonstrate that:

a) they have completed a conceptual design for the Facility;

b) they have completed a Project Programme;

c) they have progressed their application for an Authorisation to Construct a Facility with the Commission so that an Authorisation to Construct issues by the Conclusion of Agreements Date ;

d) they have progressed the EPC tendering process to the stage of having issued a Letter of Intent (LOI) to the prospective EPC Contractor;

e) they have received an unsigned Connection Offer from ESB NG for the Facility together with all required grid information (TUoS / TLAFs, and the Supplementary Letter from ESB NG). Generators locating outside the Republic of Ireland should also refer to Section 4.24 for additional requirements.

7. In the Tender Questionnaire, Bidders must state primary and secondary

fuel (where applicable) to be used. If gas is the primary fuel, written advice from BGÉ, or any other appropriate body, outlining the leadtime for the completion of the gas transmission connection and for making gas capacity available to the Facility from the date of conclusion of appropriate commercial arrangements with BGÉ or other appropriate body.

8. The Commission will consider the Project Programme to evaluate the

Bidders’ ability to construct and commission the Facility. (N.B. This information will be used in the Implementation Agreement A and therefore must be accurate). To this end, the Project Programme should include at least:

a) Technology to be used;

b) Name(s) of proposed EPC contractor(s);

c) Name(s) of the proposed manufacturer(s) of the main power island equipment;

d) generator’s proposed organisation structure;

e) outline of the strategy for Facility O&M;

f) plan for carrying out Shallow Connection Works, (contracted or by ESB NG).

9. The Commission will assess the feasibility of the milestone schedule

within the Project Programme. The schedule should include the following Project milestones, which shall include sufficient detail of activities and planned durations:

a) date planning permission obtained for connection to transmission system, where relevant;

b) date for issue of Notice to Proceed (NTP) to EPC contractor;

c) dates for commitment for the main power island equipment;

d) start date for site mobilisation;

e) start date for main mechanical erection works;

f) start date for main electrical and instrumentation (E&I) erection works;

g) mechanical completion date (i.e. Facility complete and ready for commissioning);

h) gas connection date, if appropriate;

i) date for completion of shallow connection;

j) synchronisation date;

k) Scheduled Commercial Operation Date for each Capacity level proposed.

10. Should the Commission assess, in its considered opinion, that the

proposed schedule is not feasible, the Commission may require further clarification from a Bidder. If the Commission concludes that the revised schedule is not feasible, the Bidder will be disqualified for failing this technical requirement and the Tender eliminated.

11. For Projects that are not located within the Republic of Ireland, the

Commission will assess all evidence to ensure that capacity can be made available in the Republic of Ireland market on an on-going basis, as specified in Section 4.24.2. The Commission may reject a Tender if it fails to meet this criterion.

5.2.5 General – Stage Two 1. Only Tenders that have met all Stage One qualification requirements will

proceed to the Stage Two Evaluation. 2. The Commission seeks a minimum of 300MW and a maximum 531MW of

Maximum Export Capacity in the least costly way. 3. The Commission realises that a Bidder may not be able, on its own, to fill

the desired minimum 300MW of Capacity. As a consequence:

a) in addition to single Bids, the Commission will consider two (2) or more Bids together as a Bundle, and the Commission may select multiple Successful Bidders. This means that a Bundle may be one or more Bids;

b) if a single Bundle cannot on its own meet the 300MW

minimum, the Commission will complete the Bundle by adding emergency generation, up to a maximum of 110MW, priced at the Cost of Emergency Generation.1

4. The Stage Two Evaluation considers whether Bids are compliant,

standardises the Bid Capacity Price, assesses the feasibility of Bundles and then performs a quantitative price evaluation. The procedure is described in detail in the paragraphs below and can be briefly summarised as follows:

a) each Bid from a Tender is assessed for compliance. Only compliant

Bids proceed further in the Stage Two Evaluation;

1 This is equivalent to the amount of temporary generation that is anticipated to be contracted to meet the short-term Capacity shortfalls (prior to the Commissioning of a new generator).

b) Bid Parameters from a Bid are standardised to account for differences

in location, and in development date;

c) the feasibility of each possible Bundle is assessed. To be feasible, a Bundle:

i. must have a minimum of 300MW of Total Maximum Export Capacity, supplemented by emergency generation as needed;

ii. must not exceed 531MW of Total Maximum Export Capacity;

iii. must not exceed a Total Bid Capacity of 4,500MW years for

the duration of the CADA(s);

iv. must not exceed a Total Bid Capacity of 531MW at any time;

d) a Capacity Cost for each feasible Bundle is calculated; e) Feasible Bundles are ranked according to their Capacity Cost;

f) the Commission will select the Bundle with the lowest Capacity Cost

or if Bundles are tied, the Commission will select a Bundle from among these tied Bundles on the basis of additional requirements included in Section 5.3.

5. As part of this ITT, the Commission has made available to Bidders a copy

of an MS Excel spreadsheet in executable form that illustrates the Stage Two Evaluation procedure.

5.2.6 Bid Parameters 1. The Bid Parameters of each Bid, which the Bidder is required to provide

in the Bid Questionnaire, are:

a) a single Bid Capacity Price, in €/MW per year; b) the ten (10) seasonal 2003 Transmission Loss Adjustment Factors

(TLAFs) applicable under the current trading and settlement arrangements, which have been provided by ESB NG;

c) the Maximum Export Capacity of the Facility, in MW; d) the Permitted Exportable Capacity as of 1st December 2005, in

MW; e) the Deep Operational Date; f) the Scheduled Commercial Operation Date. (Note: There can be

more than one).

g) A Bid Capacity Schedule (in MW) that specifies the quantity that the Bidder is prepared to make available to ESB under the CADA for a period not exceeding 10 years.

2. The complete List of Enclosures Required by Bidders is in Appendix 4

This list includes the following documents, which will be used to validate some of the Bid Parameters in paragraph 1 above:

a) the Supplementary Letter provided by ESB NG as part of its

Connection Offer, for the purpose of validating: i. the TLAFs; ii. the TUoS charges; iii. the Permitted Exportable Capacity as of 1st December

2005; iv. the Deep Operational Date.

b) a letter provided by BGÉ, or other appropriate body, for the

purpose of validating the fixed fuel charges;

c) a letter from the relevant Local Authority for the purposes of validating the applicable Commercial Rates in cent/€.

3. For purposes of the evaluation, an Availability Limit will be determined:

a) for every month, from December 2005 to December of the year in which the later of the Scheduled Commercial Operation Date or the Deep Operational Date falls, both inclusive;

b) for every year, from the year following the year in which the later of the Scheduled Commercial Operation Date and the Deep Operational Date falls, to the year before the year in which the Scheduled End Date falls, both inclusive;

c) for every month for the year in which the Scheduled End Date falls.

The Availability Limit will be determined on the basis of the Scheduled Start Date, the Scheduled Commercial Operation Date, the Deep Operational Date, the Scheduled End Date, the Maximum Export Capacity for the Facility, and the Permitted Exportable Capacity as of the Target Date (1st December 2005).

4. For every month from December 2005 to December of the year in which

the later of the Scheduled Commercial Operation Date or the Deep Operational Date falls, both inclusive, any or all of the following will apply:

a) before the Scheduled Commercial Operation Date, and for the

month during which the Scheduled Commercial Operation Date falls, the Availability Limit is zero;

b) after the Scheduled Commercial Operation Date and before the

Deep Operational Date, or in the month during which the Deep Operational Date falls, the Availability Limit is the Permitted Exportable Capacity on the 1st December 2005 of the Facility as reported by ESB NG;

c) after the Deep Operational Date and after the Scheduled Commercial Operation Date, the Availability Limit is the Maximum Export Capacity of the Facility.

5. For every year, from the year following the year in which the later of the

Scheduled Commercial Operation Date and the Deep Operational Date falls, to the year before the year in which the Scheduled End Date falls, the Availability Limit is the Maximum Export Capacity of the Facility.

6. For every month for the year in which the Scheduled End Date falls, one

of the following will apply:

a) If the month in question is before the Scheduled End Date, and for the month in which the Scheduled End Data falls, the Availability Limit is the Maximum Export Capacity of the Facility;

b) If the month in question is after the month in which the Scheduled End Date falls, the Availability Limit is zero.

For the avoidance of doubt, the Availability Limit is zero for any year or month after the year in which the Scheduled End Date falls.

7. The Scheduled Start Date in the preceding paragraphs is the later of the

Scheduled Commercial Operation Date and 30th November 2005. The Scheduled End Date in the preceding paragraphs is at most 120 months after the Scheduled Start Date.

8. For a Bid to be compliant, the Bid must satisfy the following conditions:

a) all Bid Parameters are specified in the appropriate units as enumerated in paragraph 1;

b) the Bid Capacity Price must be a single, unique price in €/MW per year;

c) the Maximum Export Capacity of the Facility cannot be less than 50MW;

d) the Bid Capacity in the Bid Capacity Schedule for a given month or year must not exceed the Availability Limit for the period concerned;

e) in the year in which the Scheduled End Date falls, the Bid Capacity in the Bid Capacity Schedule for every month up to and including the month in which the Scheduled End Date falls must be the same;

f) the Bid Capacity in the Bid Capacity Schedule from the Scheduled Start Date to the Scheduled End Date does not exceed 3,400 MW-years.

9. Bids for which Bid Parameters satisfy the above conditions are compliant.

The Commission will reject Bids that are not fully compliant and they will be eliminated from further consideration. If a Bidder submits a Tender with a fully compliant Bid and an alternative Bid with respect of that same Facility that is not fully compliant, the alternative Bid will be disregarded.

10. A Bundle is feasible (and thus can be considered by the evaluation

procedure) only if the Total Bid Capacity in the Bundle does not exceed pre-specified limits. A Bundle cannot feature a Maximum Export Capacity of 531 MW and thus a Total Bid Capacity over 531 MW at any one time; further, a Bundle cannot feature a Total Bid Capacity over 4,500 MW-years over the term(s) of the CADA(s).

11. The Bid Capacity Price is the basis for the Capacity payment throughout

the term of the CADA should the Bidder be deemed a Successful Bidder, subject to indexation, volume reduction and weighting factors as explained in the CADA.

12. The Bid Capacity Schedule specifies the quantity that the Bidder is

proposing to include in the CADA with ESB from the Scheduled Start Date for a maximum period of ten years.

5.2.7 Number of Bids 1. A Tender is a complete response to the Tender Questionnaire, including

all required attachments with respect to one Facility. A Bid is a part of a Tender. A Bid is a given specification of all Bid Parameters in the Bid Questionnaire.

2. Each Bidder shall, in respect of a given Facility, submit a single Tender. 3. Each Bidder may, in respect of a given Tender, submit up to five (5) Bids

that may differ from one another only: a) in the Bid Capacity Price; b) in the Bid Capacity Schedule

4. The Commission in its sole discretion reserves the right to reject Bids which do not comply with 3. above.

5.2.8 Standardisation of Bids

1. The Stage Two Evaluation standardises Bids to take into account differences among Bidders:

a) in the date at which capacity is made available to the system; and

b) in the applicable TLAFs. 2. The Commission will give preference to Tenders that can bring new

capacity to the system by the 2005-2006 winter peak. This is reflected in the evaluation procedure by a standardisation of the Bid Capacity Price upward for Tenders that propose to make capacity available after 1st December 2005 rather than by that date.

3. The standardisation of the Bid Capacity Price for late development

proceeds as follows. a) In each month for the period in which there is a shortfall

between the Availability Limit for that month and the Maximum Export Capacity, the cost of replacement capacity from emergency generation sources for that shortfall is estimated.

b) The cost of replacement capacity for a given month in this period is estimated as the shortfall for the month times the Incremental Cost of Emergency Generation.

c) The cost of replacement capacity for this entire period (which could be as long as 1st December 2005 to the later of the Scheduled Commercial Operation Date and the Deep Operational Date) is the sum of the costs of replacement capacity of each month as calculated in b.

d) The cost of replacement capacity on a per MW month basis is the cost of replacement capacity for the entire period as calculated in c, divided by the Maximum Export Capacity and divided by the number of months in the period.

e) The Late Development Adder is the cost of replacement capacity for the period on a per MW basis as calculated in d amortised over ten (10) years. The Late Development Adder is added to the Bid Capacity Price specified in the Bid.

4. The CADA assumes a strike price which will be the same for any

Successful Bidder. Difference payments made as outlined in the CADA are calculated with reference to the energy price at the Connection Point. The Commission will take into account for evaluation purposes only, the location of the Facility by adjusting the Bid Capacity Price for losses.

5. The standardisation of the Bid Capacity Price for losses proceeds as

follows. a) A weighted average loss factor will be computed based on the

10 (ten) TLAFs provided to the Bidder by ESB NG, weighted by the Period Weighting Factor and the number of hours in the corresponding season and time of day.

b) The weighted average loss factor is transformed into the Loss Factor for Evaluation purposes by dividing by 1 over the

proportion of long-term costs accounted for by capacity. This takes into account the fact that the adjustment is made to a Bid Capacity Price only, but that the adjustment is intended to value both capacity and energy at the Connection Point. It is assumed for the purposes of this calculation that capacity is 37.5% of the long-term costs of a new Facility.

c) A Transmission Loss Adder is computed by dividing the Bid Capacity Price plus the Late Development Adder by the Transmission Loss Factor, and subtracting the Bid Capacity Price from that value.

6. The Bid Capacity Price adjusted for late development and losses (i.e., the

Bid Capacity Price plus any Late Development Adder and plus the Transmission Loss Adder) is called the Standardised Bid Capacity Price.

7. The Standardised Bid Capacity Price is the Capacity price assigned to

each Bid by the evaluation and is used in all subsequent assessments. 5.2.9 Feasibility of Bundles 1. A Bundle is any combination of compliant Bids from different Tenders. A

single compliant Bid by itself can also be a Bundle. 2. The following parameters are calculated for each possible Bundle:

a) the Total Maximum Export Capacity, which is the sum of the Maximum Export Capacity for all Bids in the Bundle;

b) the Total Bid Capacity, which is the sum at any point in time of the Bid Capacity for all Bids in the Bundle;

c) the Total Bid Capacity Schedule, which is the sum of the Bid Capacity Schedules. The Total Bid Capacity Schedule is defined:

i. for each month from December 2005 to December of the year in which the latest of the Scheduled Commercial Operation Date(s) or the Deep Operational Date(s) of all Bids in the Bundle falls, both inclusive;

ii. for each year from the year following the year in which the latest of the Scheduled Commercial Operation Date(s) or the Deep Operational Date(s) of all Bids in the Bundle falls up to the year prior to the year in which the earliest of the Schedule End Dates of all Bids in the Bundle falls;

iii. for each month until the latest of the Schedule End Dates of all Bids in the Bundle falls.

3. The Commission will select a Bundle that does not exceed 531MW of

Total Maximum Export Capacity. This implies that a Bundle cannot have a Total Bid Capacity that exceeds 531MW at any one time.

4. The Commission will select a Bundle if it provides at least 300 MW of Maximum Export Capacity on its own, or if it provides 300 MW of Maximum Export Capacity when the Bundle is supplemented by up to 110 MW of emergency generation capacity.

5. ESB will not enter into a CADA for more than 531 MW of Bid Capacity at

any one time, or enter into CADAs for more than 4,500 MW-years Bid Capacity in total or a CADA for longer than ten years. (Note: The Bid Capacity included in the Bid Capacity Schedule that is included in a Bundle cannot exceed 3.400 MW-years.)

6. Correspondingly, a Bundle is feasible whenever, for the Bundle:

a) the Total Maximum Export Capacity for the Bundle on its own is at least 300 MW, or the Total Maximum Export Capacity for the Bundle supplemented by up to 110 MW of emergency generation is exactly 300 MW; and

b) the Total Maximum Export Capacity of the Bundle is no more than 531 MW; and

c) the Total Bid Capacity in the Total Bid Capacity Schedule over the term(s) of the CADA(s) does not exceed 4,500 MW-years.

Only Feasible Bundles are subsequently evaluated on price in the Stage Two Evaluation.

7. Proposed Bundles that offer more than 531 MW of Total Maximum Export Capacity will not be considered.

5.2.10 Capacity Cost 1. The Capacity Cost is next calculated for each Feasible Bundle. The

evaluation method ranks Feasible Bundles from the lowest to the highest Capacity Cost.

2. When a Bundle has been supplemented by emergency generation to

reach the threshold of 300 MW of Maximum Export Capacity, up to a maximum of 110MW, emergency generation is considered for evaluation purposes as if it were a Bid in the Bundle (except that the Bid is not subject to a minimum of 50 MW of capacity). The Standardised Bid Capacity Price for emergency generation is the Cost of Emergency Generation. (Note: The Cost of Emergency Generation is not the same as the Incremental Cost of Emergency Generation used in the calculation of the Late Development Adder as described in the “Standardisation of Bids” section). The Bid Capacity Schedule for emergency generation specifies, from December 2005 to the earliest of the Scheduled End Dates for the Bids in the Bundle, a Bid Capacity exactly equal to the amount by which the Bundle must be supplemented to reach exactly 300 MW of Maximum Export Capacity.

3. The Capacity Cost for a Feasible Bundle is a weighted average of the

Standardised Bid Capacity Prices for each constituent Bid. 4. The Capacity Cost is calculated as follows:

a) The Standardised Bid Capacity price of each constituent Bid is noted.

b) The present value of the total MW-years for each Bidder’s Bid Capacity Schedule and for the Bundle’s Total Bid Capacity Schedule is calculated using a real discount rate of 7.52%.

c) The weighted average of the Standardised Bid Capacity Prices of the Bundle is calculated. The weight assigned to each Standardised Bid Capacity Price is its contribution to the Bundle’s total MW-years, which is the present value of the total MW-years for the Bid divided by the present value of the total MW-years for the Bundle.

5.3 Selection of Preferred Bidders The Commission will select the Bundle with the lowest Capacity Cost from among the Feasible Bundles that are not removed from consideration on the basis of Interacting Bids (see Section 5.4 below).

1. If Bundles are tied, the Commission will select a Preferred Bundle from among those tied Bundles on the basis of additional criteria (below). Any Bundle with a Capacity Cost within 1/2% (0.5%) of the Bundle with the lowest Capacity Cost is considered tied with the Bundle with the lowest Capacity Cost. The Bundle with the lowest Capacity Cost, and all Bundles that are tied with it, are least-cost Bundles.

2. In the event of tied Bundles, the Commission will select the Bundle with

the lowest volume in terms of MW years as the Preferred Bundle. 3. Should Bundles remain tied in terms of volume, the Commission will

select the Bundle with the shortest Contracted Capacity duration as the Preferred Bundle.

4. Should Bundles continue to be tied, both in volume and duration, the

Commission will select the Bundle containing the greatest number of Bids as the Preferred Bundle.

5. Should Bundles remain tied in volume, duration and number of Bids, the

Commission will select the Preferred Bundle based upon its functions under the Act.

6. The Commission recognises that the Bid with the lowest Bid Capacity

Price may not be part of a least-cost Bundle if the Facility does not by itself satisfy the 300MW-531MW capacity requirement. It is conceivable, for example, that the lowest Bid Capacity Price would be for a 200 MW Facility and the second lowest Bid Capacity Price for a 350 MW Facility. When the Bid Capacity Price of the 200 MW Facility is standardised and bundled with the Bid Capacity Prices of others to meet the capacity requirement, the Capacity Cost for the Bundle may be higher than the Capacity Cost from the single 350 MW Facility. The Bidder with the lowest Bid Capacity Price, in that case, will not be a Preferred Bidder. However, should a single Bid satisfy the full capacity requirement and have the lowest Standardised Bid Capacity Price, it will be the Bundle with the lowest Capacity Cost.

7. All Bidders will be required, as part of the regulatory requirements, to

acknowledge that they understand the evaluation procedure, and specifically the implication that offering the lowest Bid Capacity Price may not be sufficient to win if the Facility cannot supply the full capacity requirement or if the Bid Capacity Price once standardised is not the lowest.

5.4 Interacting Bids/Connection Offers 1. “Interacting” means, in respect of a Connection Offer, that the studies

performed by ESB NG and the basis for which an offer to a party is made will potentially change as a result of another Connection Offer(s) being accepted by another party or other parties either inside or outside this competitive process.

2. As part of the terms of its normal Connection Offer process, ESB NG will notify each Bidder on its website (www.eirgrid.com) if the Bidder’s Connection Offer may interact with other Bidder(s) in the Competition or other generators connecting outside the Competition.

3. Where interactions between Connection Offers exist within a Feasible

Bundle of Bids, the Commission reserves the right not to consider this particular Feasible Bundle further.

4. If the Successful Bidder is unable to export its Bid Capacity onto the

Transmission System because the Transmission Asset Owner (TAO) Business of ESB is in default of its regulatory obligations in respect of the completion of the Connection Works, associated with the Plant and such default does not arise through Force Majeure, then subject to CER approval on the level of costs to be recovered by ESB and to be paid to the Successful Bidder, the Successful Bidder will be held whole in respect of such approved costs directly arising from that default for a period not exceeding twelve (12) months. Costs accruing to ESB because of the need to keep the Successful Bidder whole will be recovered by ESB from all electricity customers through an appropriate mechanism to be identified by the Commission. ESB, acting as TAO, has committed to using its best endeavours to meet the dates set out by ESB NG in respect of these connections.

5. The Successful Bidder(s) will be required to sign the Connection Offer

received from ESB NG for the purposes of the Competition. The Commission does not anticipate that there will be any issue in relation to interactions between the Successful Bidder(s) and those generator(s) who have signed Connection Offers outside the Competition. To cover the possibility of this event arising the Commission shall instruct ESB NG to ignore any Connection Agreement signed by generators outside this Competition, in the period 22nd May 2003 to the Completion of Agreements Date, in the preparation of Connection Offers for Bidders in this Competition.

6. The Implementation Agreement and the CADA do not currently provide for

the aforesaid unlikely event. However, should it arise, the Implementation Agreement and the CADA may be amended to reflect this. Further, if this shall occur, the appropriate amendments shall be in a form furnished by the Commission (and in the case of any amendment to the CADA with the consent of ESB) and shall not be open to negotiation.

Appendix 1 Evaluation Spreadsheet The evaluation spreadsheet is provided as part of the ITT for the sole purpose of facilitating Potential Bidders’ understanding of the evaluation process. The Commission intends to use an evaluation tool that is structured along the lines of the evaluation spreadsheet, but reserves the right to modify this spreadsheet or use a different spreadsheet. To the extent that the spreadsheet in any way does not reflect the Stage Two Evaluation described in the ITT, it is the description in the ITT and not the spreadsheet that will be relied upon for evaluation. Neither the Commission nor any of its advisors warrant the accuracy of the spreadsheet nor accept any liability for errors that may be in the spreadsheet. Further, the spreadsheet contains no algorithms or routines designed to guarantee against user error and the user of the spreadsheet is responsible for both properly using and checking the spreadsheet and any results produced using the spreadsheet to ensure that such results are consistent with the Stage Two Evaluation described in the ITT. Structure of Description The description of the spreadsheet is presented by reviewing each sheet from left to right, describing the general purpose of the sheet and describing the calculations made in general terms. It is intended to facilitate the ease with which those interested in specific formulae can consult the spreadsheet and follow those formulae. It is not intended as a description of those formulae. Several features of the evaluation are explicitly not incorporated in the evaluation spreadsheet; some of these features are enumerated at the end of this description. First Tab: Bid Parameters The “Bid Parameters” sheet provides the user space to enter the Bid Parameters (throughout the spreadsheet, user-entered parameters are in cells highlighted in gray). This sheet contains some of the key items that affect Bidder price evaluation. The Tender number, the Bid Capacity Price, the Scheduled Commercial Operation Date, the Scheduled Start Date, the Deep Operational Date, and Permitted Exportable Capacity on 1st December 2005 and the Maximum Export Capacity are all straightforward. The weighted average loss factor will be computed by the Commission based on the loss data (TLAFs) provided to the Bidder by ESB NG; these data will contain ten loss factors. The weighted average loss factor in the worksheet is transformed into the Loss Factor for Evaluation Purposes, which adjusts the Capacity Cost in the evaluation to account for losses. This transformed loss factor adjusts the Bid Capacity Price in order to value capacity and energy at the Connection Point as capacity and energy that can be used to serve demand, based on a general assumption that energy is 62.5% of the long-term cost of a new plant. As the Loss Factor for Evaluation Purposes is applied only to capacity, it is increased by 1 over the proportion of long-term capacity costs. Please note that a loss factor over 100% is favourable and will reduce the evaluated price as compared to the offered price.

The Bid Capacity Schedule for each month between December 2005 and December 2008, both inclusive, each year from 2009 until 2014, both inclusive, and each month between January 2015 and December 2018, both inclusive, is also straightforward. The rules that define the Availability Limit are described in Section 5.2 of the ITT. The spreadsheet performs this calculation. Second Tab: Evaluation Parameters Cost of Emergency Generation The Cost of Emergency Generation schedule and the Incremental Cost of Emergency Generation schedule are specified by the Commission. The first is the basis for the Standardised Bid Capacity Price for any Emergency Generation included in a Bundle. The second is the replacement cost of replacement capacity from emergency generation sources for each month in which there is a shortfall between the Availability Limit for that month and the Maximum Export Capacity. The second is used to estimate the Late Development Adder. Annual Discount Rate The evaluation methodology uses a discount rate. The discount rate is used to properly weigh the Standardised Bid Capacity Price (tab 5) when Bids are bundled, and to amortise late development costs. The discount rate only impacts the evaluation when there are late Bids or when Bid Capacity Schedules for the included Bids do not follow exactly the same proportionality over time relative to the total capacity bid over the term. Amortisation Period for Late Development Adder (years) The ITT specifies this value as ten years. The amortisation is done on a nominal levelised basis using the discount rate. Constraints on Bundle This section assigns values to the parameters used to identify feasible Bundles, as described in Section 5.2 of the ITT. The Maximum Export Capacity must be at least 190 MW. Together with emergency generation, this sums to at least 300 MW, the minimum capacity necessary for a Bundle to be feasible. Maximum Export Capacity also cannot exceed 531 MW. The Total Bid Capacity over Term of CADAs is the maximum contracted energy allowed for all Bids in a Bundle; it is set at 4,500 MW-years. Constraints on Bid Parameters Each Bidder’s Maximum Export Capacity must exceed 50 MW. For each Bid, the Bid Capacity over the Term of the CADA cannot exceed 3,400 MW-years.

Third Tab: Bid Compliance Check

This sheet checks that the Bids entered on the Bid Parameters sheet comply with the criteria set forth in Section 5.2 of the ITT. This sheet checks that the Maximum Export Capacity of the Bid is at least 50 MW and that the Bid Capacity specified in the schedule does not exceed the Availability Limit in any period. This sheet also checks that for each Bid the Bid Capacity over the Term of the Bid does not exceed 3,400 MW-years; and that the Bid Capacity for each month is the same in the year in which the Scheduled End Date falls. (The evaluation spreadsheet does not allow for Scheduled Commercial Operation Dates and Deep Operational Dates to take on any value; both must be between 1 January 2005 to 1 December 2008, both inclusive. After the latest of the Scheduled Commercial Operation Date and the Deep Operational Date, the bid capacity is on a yearly basis; if the Bid Capacity Schedule allows monthly bids, Bid Capacity in each month is constrained to be the same. In the model used in the actual evaluation, modifications will be made so that any Scheduled Commercial Operation Date or Deep Operational Date will be allowed.) If a Bid fails any of these checks, it is not compliant. Fourth Tab: Late Development Analysis Availability Limits This is the schedule of capacity availability by month. This capacity must be constructed and have a deep connection. This capacity need not be contracted. This will be used to evaluate Bid compliance. Late Capacity This is the difference between the Maximum Export Capacity and the Availability Limit in each month in the schedule. Capacity that is not available in an earlier month is late capacity. Cost of Emergency Energy This section of the spreadsheet calculates the monthly late cost by multiplying the late capacity times the per-MW incremental cost of emergency generation. The sum of the monthly values -- the unamortised Total Cost of Emergency Energy -- is divided by the Maximum Export Capacity to yield the unamortised Total Cost of Emergency Energy by MW-month of Maximum Availability. The Late Development Adder is an amortised value that is assigned to a bid that is late. Fifth Tab: Bid Standardisation

The purpose of this sheet is to develop a Standardised Bid Capacity Price. The Bid Capacity Price is the capacity price offered by the Bidder converted to a monthly basis. (Please note that the evaluation spreadsheet uses annual Bid prices divided by twelve—average monthly Bid prices.) The Late Development Adder is copied for convenience from the previous tab, and is an input to the Standardised Bid Capacity Price.

A Transmission Loss Adder is computed by dividing the Bid Capacity Price, inclusive of the Amortised Late Development Adder, by the Transmission Loss Factor and subtracting the Capacity Price from that value. (The adder will be negative for Bids that provide more energy at the trading point than at the plant bus.) The Standardised Bid Capacity Price is the sum of the Bid Capacity Price, the Amortised Late Development Adder, and the Transmission Loss Adder. The Standardised Bid Capacity Price is the metric used to compare offers and Bundled offers. Sixth Tab: Bundle Evaluation The purpose of this sheet is twofold. First, it identifies feasible Bundles; i.e., Bundles that meet all capacity constraints. Second, it computes the Capacity Cost for each feasible Bundle, using the Standardised Bid Capacity Price for each Bid in the Bundle. The Capacity Cost for the Bundle is the evaluation metric that will be used to select Preferred Bidders. (Please note that the spreadsheet requires the user to define all Bundles by entering ones or zeros in the row “Choose Whether Bid is in Bundle,” which selects those Bids that comprise any given Bundle calculated by the user. Bids to include should be set to one; Bids to omit should be set to zero. Only Compliant Bids should be chosen. The spreadsheet will, for all Bids with ones in the referenced row, report the feasibility and capacity cost if the Bundle is feasible. The user must examine all potential Bundles and must save the results for each Bundle and compare costs.) Feasibility of Bundles Section 5.2 of the ITT describes the criteria by which a Bundle is considered feasible. To aid in determining feasibility, the evaluation spreadsheet calculates two Bundle characteristics. The Total Maximum Export Capacity of a Bundle is the sum of the Maximum Export Capacities of all Bids included in the Bundle. The Total Bid Capacity over Term of CADA for the Bundle is also calculated. Several feasibility tests follow. The test for One Bid per Tender (i.e., per physical facility or plant, not by owner) checks that each Bid in the Bundle has a unique Tender number. If each Bid does not have a unique Tender number, the Bundle is deemed infeasible. The second feasibility test checks that the Bundle meets or exceeds the 190 MW minimum for Maximum Export Capacity exclusive of emergency generation. If it does not, the Bundle is deemed infeasible. The third test checks that the Bundle does not exceed the 531 MW maximum for Total Maximum Export Capacity. If it does, the Bundle is deemed infeasible. The final test ensures that the Total Bid Capacity over the term of CADAs does not exceed 4,500 MW-years. If it does, the Bundle is deemed infeasible.

Evaluation of Capacity Cost For Feasible Bundles For all feasible Bundles, the capacity cost is a weighted average of the Standardised Bid Capacity Price for each Bid in the Bundle, taking into account the capacity contract schedule present value thereof. First, for each month between December 2005 and December 2008, both inclusive, each year from 2009 until 2014, both inclusive, and each month between January 2016 and December 2018, both inclusive, the Total Bid Capacity and Bundle Cost is calculated on the right of the spreadsheet. Second, the spreadsheet takes the net present value of the stream of Bundle Costs and divides it by the net present value of the stream of Total Bid Capacity. This yields a single, all-inclusive Capacity Cost.

It is noted that Section 5.2 of the ITT and not this spreadsheet is the definitive statement of feasibility and contradictions which may exist or be implied from this spreadsheet should be and will be given no weight. Evaluation Features Not Incorporated in Spreadsheet As noted at the beginning of the spreadsheet description, several features of the evaluation are not incorporated in the spreadsheet. These include: 1. The spreadsheet does not ensure that Bids for a given Tender only differ

in the Bid Capacity Price and in the Bid Capacity Schedule; 2. The spreadsheet does not take into account possible interacting Bids; 3. The spreadsheet only allows one Scheduled Commercial Operation Date; 4. As noted above, the evaluation spreadsheet’s Bid Capacity Schedule does

not allow for Scheduled Commercial Operation Dates and Deep Operation Dates to take any value. Rather, both are assumed to be between 1 January 2005 to 1 December 2008, both inclusive.

"Evaluation template v34 08August03.xls"

Appendix 2 Cost of Emergency Generation 1. Bidders are referred to the Incremental Cost of Emergency Generation

and the Cost of Emergency Generation as defined in the ITT.

Appendix 3 Tender Questionnaire

Instructions for Completion 1. Please read the appropriate sections of the Invitation to Tender (ITT)

(CER/03/118) thoroughly before completing this Questionnaire. Please further note, if a Bidder indicates any party is entitled to take an interest in the Bidder at a date subsequent to the Closing Date for Receipt of Tenders, whether by way of option or other form of agreement, then the Bidder should give full details thereof and supply copies of the relevant agreement(s). Bidders should particularly note that any such entitlement, option or agreement should be such that selection as a Successful Bidder immediately and unconditionally will give effect to such entitlement, option or agreement and that the interest in the Bidder to which the entitlement, option or other agreement relates becomes immediately vested in such party. In this case a Bidder must also provide full and complete information about this party in responding to the Tender Questionnaire.

2. Please ensure that all Sections are completed and necessary documents

attached before submitting this Questionnaire to the Commission. 3. Please mark clearly each attachment and additional sheet submitted with

the Section name and Question number to which it relates. 4. Please ensure that a completed Schedule 2 of the Capacity and

Differences Agreement is included. 5. This Questionnaire shall be signed by a duly authorised representative of

the Bidder and shall be accompanied by evidence of that person’s authority to sign.

Signed __________________________ Date __________________

Signed __________________________ Date __________________

Signed __________________________ Date __________________

Signed __________________________ Date __________________

Section A: Financial Requirements 1. Name of the Bidder (individual company or organisation with

multiple members). Please identify Bidder Leader. 2. Address, Email address and telephone number of Bidder or Bidder’s

Representative. 3. Name of each Member of the Bidder. 4. Specify anticipated legal form of the Bidder and the commercial

relationship amongst the members where relevant (E.g. Company, joint venture, partnership, etc.)

Single Bidder [ ] Partnership [ ] Consortium [ ] Other type of JV [ ] Please specify

5. Is the Bidder already a limited company or is it intended that it will

be incorporated. A Limited Company [ ] Will be Incorporated [ ] Will Not be Incorporated [ ] Other Type of JV [ ] Please specify 6. If the Bidder is already incorporated, please provide the following

information: Registered Number: Year of Incorporation: Issued Share Capital: Place of Registration: 7. Define the role of each Member of the Bidder. Specifically, identify

the Member with responsibility for the tasks listed below. If the Members of the Bidder are not providing all principal services required for the Project, provide the names of the proposed Technology Provider, etc. (Not to exceed a shortlist of 5 possible contractors)

Arranging Finance: EPC Contractor: Other:

8. Shareholdings: If the Bidder is or will be incorporated, please provide details of the proposed shareholders and shareholdings. If a Bidder indicates any party is entitled to take an interest in the Bidder at a date subsequent to the Closing Date for Receipt of Tenders, whether by way of option or other form of agreement, then the Bidder should give full details thereof and supply copies of the relevant agreement(s). Bidders should particularly note that any such entitlement, option or agreement should be such that selection as a Successful Bidder immediately and unconditionally will give effect to such entitlement, option or agreement and that the interest in the Bidder to which the entitlement, option or other agreement relates becomes immediately vested in such party”. Name % Shareholding Paid up Share Value 9. If the Bidder is a partnership or unincorporated joint venture,

consortium, etc, please provide details as to the identity of the participants and the proportions in which the participants will participate in the assets and profits or losses of the Bidder.

10. Describe the experience of the Bidder’s and/or Members identified in 3. above, and that of their advisors, in obtaining finance for power plant projects. For each of the Bidder’s and/or Members’ projects financed on a non-recourse basis, please provide information in the attached tabulation. (Use separate photocopies of the tabulation as required).

Projects Financed on a Non-recourse Basis Q.10 Proforma

Name of Project

Location of Project

Maximum Export Capacity of Facility MW Fuel Technology Construction Period Total Project Costs Date of Project Contract Awarded Date Financing Closed Debt/Equity Ratio List of Lenders Lender Amount (€ Millions) 1. 2. 3. 4. 5. Source of Equity Financing Source Amount (€ Millions) 1. 2. 3. 4. 5.

Maturity of Debts Lender Maturity 1. 2. 3. 4. 5. 11. If the Bidder intends to finance the project on its balance sheet,

please provide the information in the attached tabulation. (Use separate photocopies of the tabulation as required).

Projects Financed on a Recourse Basis Q11 Proforma

Name of Project

Location of Project

Maximum Export Capacity of Facility MW Fuel Technology Construction Period Total Project Costs Date of Project Contract Awarded Date Financing Closed Debt/Equity Ratio List of Lenders Lender Amount (€ Millions) 1. 2. 3. 4. 5. Source of Equity Financing Source Amount (€ Millions) 1. 2. 3. 4. 5.

Maturity of Debts Lender Maturity 1. 2. 3. 4. 5. 5 12. Please provide the information requested below Equity % €M Form of equity,

Details and Timing of Subscription

Debt Arranger % €M Terms Σ = 100% Notes Equity If more than one type of equity is to be subscribed, the differing rights and obligations of each type shall be stated. Debt

Bidders are to list each type of debt, including (if appropriate) leasing, to be used to finance the Project and provide term sheets for each of the Financing Agreements under which such debt is to be made available. The Financing Agreements shall state who the lenders will be together with the value of the Lenders’ actual participation in each Financing Agreement.

13. Please provide Letters of Intent from prospective Lenders describing

the proposed financing arrangements including the amount of debt they intend to provide, the terms of the financing, any special conditions that may be associated with the intent to finance.

14. Contingency Finance: Bidders shall provide details of any

contingency finance that will be made available and the names and term sheets of the Lenders providing it.

15. Working Capital Requirements: Bidders shall specify their working capital requirements and provide evidence as to how these are to be financed.

16. Credit Rating: Please state credit rating type and level from one of

those listed below (please tick as appropriate) and attach documentation supporting same for all equity providers. If ratings are not available from the agencies listed below, please indicate alternative(s) and provide rating(s) and supporting documentation.

International long-term credit rating of BBB- or better from Fitch IBCA.

[ ] Long-term issuer rating from Standard & Poor’s Rating Services of BBB- or

better. [ ]

Senior unsecured issuer rating from Moody’s Investor Services of Baa3

orbetter. [ ]

Other Agency/Agencies. Please specify for all equity providers Agency__________________________________ Rating______________________ Agency__________________________________Rating______________________ Agency_________________________________ Rating_______________________ Agency_________________________________ Rating_______________________ Agency_________________________________ Rating_______________________ Agency_________________________________ Rating_______________________ Agency_________________________________ Rating_______________________ 17. Please confirm and provide supporting evidence that the Bidder

and/or Members is/are a properly constituted entity under the laws of the country in which it is established.

Bidder is a properly constituted entity under the laws of the country in which it is established. [ ] OR Member______________________________ Meets Above Criteria [ ] Member______________________________ Meets Above Criteria [ ] Member______________________________ Meets Above Criteria [ ] Member______________________________ Meets Above Criteria [ ] Member______________________________ Meets Above Criteria [ ] Member______________________________ Meets Above Criteria [ ]

18. Tangible Net Worth of at least one Equity Provider: Please list each

equity provider and confirm by ticking the box supplied that the tangible net worth of at least one Member of the Bidder, based on its most recent annual financial statements, is at least €250,000,000, where tangible net worth is defined as total assets less intangible assets (such as goodwill and intellectual property rights), less total liabilities. Please reference relevant sections of audited annual accounts submitted. (If this condition is not met, see 20. below) Please demonstrate that at least one of the listed equity providers accounting for 40% or more of the total Project equity and equity providers which take together account for at least 40% of total Project.

Equity Provider 1:__________________________________________ [ ] A/C Refs:__________________________________________________ Equity Provider 2:______________________________________ [ ] A/C Refs:_____________________________________________ Equity Provider 3:_____________________________________ [ ] A/C Refs:_____________________________________________ Equity Provider 4:_____________________________________ [ ] A/C Refs:____________________________________________ Equity Provider 5:_____________________________________ [ ] A/C Refs:____________________________________________ 19. Tangible Net Worth of Each Equity Provider. In the event that the minimum set out above above is not met, please confirm that market valuation exceeds book value for each equity provider by ticking the boxes supplied and attach supporting documentation. Equity Provider 1:______________________________________ [ ] Equity Provider 2:______________________________________ [ ] Equity Provider 3:______________________________________ [ ] Equity Provider 4:______________________________________ [ ] Equity Provider 5:______________________________________ [ ]

Questions 20 - 26 Details Regarding Each Member of the Bidder The answers to the questions set out in this part of the submission should be provided individually and separately by each Member of the Applicant as set out in response to 3 above. 20. Details of Member Current Trading Name: Previous Trading Name (If Applicable): Registered Office: Telephone: Facsimile: Email Address: 21. Type of Organisation Private Limited Company [ ] Public Limited Company [ ] Partnership [ ] Branch of Company [ ] Other Organisation Type. Please Specify 22. Details of Legal Entity Registered Number: Year of Incorporation: Issued Share Capital: Place of Registration: Copy of Tax Clearance Certificate:

23. Principal Activities: Please describe the nature of the business

activities undertaken by the Member 24. Parent or Holding Companies Is the Member identified above a subsidiary of another organisation? Yes [ ] No [ ] If yes, what interest does the parent have in the organisation identified? Wholly owned by a single ultimate parent company [ ] Other (please specify including percentage shareholdings) [ ] Note: For any parent company or any other holding companies referred to or identified above, please provide the same details as specified for the Member. 25. Guarantees Please indicate whether any parent or holding company identified above is willing to guarantee the obligations of the Member in relation to the Project. Yes [ ] No [ ]

26. Eligibility Are there any reasons why the Member might be, or might become, ineligible under sections (a) to (g) of Article 24 of Council Directive 93/37/EEC as amended by Directive 97/52/EC? These conditions apply to any Member of the Proposing Organisation who: Is bankrupt or is being wound up, whose affairs are being administered by the court, who has entered into an arrangement with creditors, who has suspended business activities or who is in any analogous situation arising from a similar procedure under national laws and regulations; or Is the subject of proceedings for a declaration of bankruptcy, for an order for compulsory winding up, administration or examinership by the court or of an arrangement with creditors or of any similar proceedings under national laws or regulations; or Has been convicted of an offence concerning his professional conduct by a judgement which has force of res judicata; or Has been guilty of grave professional misconduct proven by any means which the contracting authority can justify; or Has not fulfilled obligations relating to the payment of taxes in accordance with the legal provisions of the country in which he is established or those of the country of the contracting authority; or Is guilty of serious misrepresentation in supplying or failing to supply the information required by chapter 2 of Directive 93/37/EEC. Tick as appropriate- None of the circumstances set out above apply [ ] One or more of the circumstances apply [ ] If any of the circumstances set out above apply, please provide details below:

Questions 27 - 29 Details Regarding the Bidders’s Shareholders The answers to the questions set out in this part of the submission should be provided individually and separately by each Shareholder in the Bidder as set out in response to 8 above. 27. Financial Information For each Organisation that will bear the risks and rewards of any equity investment in the Bidder, please provide hard copies of the information set out below. For any organisation that is a subsidiary of another company, the equivalent information should also be provided for the parent company. (i) Copies of the full audited financial statements for the last three

financial years including all of the notes to the financial statements. The latest set of such statements should be for an accounting period ending no earlier then twelve months before the date of submission of this Request for Qualification. If the most recent annual accounts remain unsigned, then draft accounts for that year should be provided. If any accounts are unavailable for any reason then an explanation should be given;

(ii) Any published interim accounts relating to periods subsequent to the most recent audited accounts or confirmation that same are not yet available;

(iii) Details of any event between the date on which the latest set of accounts was authorised for issue and the date of the submission of this Tender that, had the accounts not been authorised for issue until this submission date, would have required to be adjusted for or disclosed in accordance with the provisions of IAS 10;

(iv) Copies of any announcements made to the authorities of any stock exchange, market or bourse on which the stocks or shares of the Shareholder are publicly traded since the publication of the latest set of accounts or confirmation that no such announcements have been made;

(v) A statement of any material pending or threatened litigation or other legal proceedings for which specific provision has not been made in the latest set of audited accounts or confirmation that no such litigation or proceedings are pending or threatened;

(vi) A description of any material pending or threatened tax or other regulatory investigations into the affairs of the Shareholder or confirmation that no such investigations are pending or threatened; and

(vii) Any prospectus or credit rating issued in the last three financial years or confirmation that no such documents have been issued.

Reference to Enclosures Audited Annual Accounts ___________________ Interim Accounts ___________________ IAS 10 Announcements ___________________ Stock Exchange Announcements ___________________ Legal Proceedings ___________________ Regulatory Proceedings ___________________ Credit Rating ___________________

28. Parent Company Support Where a Shareholder in the Bidder is a subsidiary of another company, please provide a letter from the parent company, signed by a parent company officer, confirming its intention to provide support to the subsidiary in participating in the Project. If such a letter is not provided, the shareholder will be assessed solely on the basis of its own financial standing. Tick if enclosed [ ] 29. Bankers Please provide information requested below for each of the current principal bankers to the Shareholder. In addition, please provide a reference letter from each principal banker listed, indicating the length (in years) of the financial relationship and stating that all accounts held are currently in good standing. It should be noted that the authority reserves the right to request further references from these sources. Bank name: Bank address: Name of contact: Telephone: Facsimile: Email address: Length of relationship:

30. Project Finance Experience: Please provide details of the past experience of the Bidder and/or Members in raising significant amounts of finance for no more than five projects undertaken in the last three years. The table set out below should be completed for each individual project and additional supporting documents appended where the Bidder believes this to be necessary. Project name: Project description: Date of financial close: Role of Shareholder: Total project value (€M): Equity provided (€M): Debt finance raised (€M): Type of debt finance raised (€M): Name of lender: Name of project referee: Address of project referee: Telephone:

Section B: Regulatory Requirements

31. Terms of Competition 1.Please confirm understanding and acceptance of the terms of the Competition as set out in this ITT document dated 22nd May as amended 15th July and subsequently on 08 August, 2003 and detailed below by ticking the boxes supplied. All information submitted in the Tender is a true, complete and accurate representation of the Bidder’s technical and financial condition. [ ] The Bidder has read the ITT, understands the bid parameters required and agrees to submit bid(s) that conform with the requirements in all respects. [ ] The Bidder has read the ITT, understands the evaluation method that will be used to standardise the bids and assess the bundles, and agrees to have its bid(s) evaluated using this method. [ ] The Bidder acknowledges the possibility that the Bid with the lowest Capacity Price bid may not be part of a Preferred bundle and waives any right to challenge the selection of the Preferred and Successful Bidder(s) on that basis. [ ] The Bidder acknowledges the possibility that the Commission may, in the case of tied bundles, choose a Preferred bundle in accordance with information outlined in Section 5.4 of the ITT. [ ] The Bidder understands and accepts the terms of the CADA and the IA as included in the ITT package and as subsequently clarified by the Commission at the conclusion of the Comment Period and agrees not to engage in further negotiation of the IA and the CADA should the Bidder be successful in the competition. [ ] The Bidder understands and accepts all the terms of the Competition as outlined in the ITT documents. [ ] The official language of all documents pertaining to the Competition is English. [ ] The Commission reserves the right (in their sole discretion) to change or not to proceed with the Competition at any time during the course of the Competition. [ ] The Commission may contact the Bidders and any of their contractors, suppliers and advisers and may conduct any investigations necessary in connection with the evaluation of Tenders. [ ]

The Commission shall not be liable for any costs incurred by bidders, their shareholders, contractors, lenders or advisers in connection with this Competition. [ ] Any information submitted by a Bidder to the Competition and considered by the Bidder to be confidential or proprietary should be clearly marked as such. [ ] The Bidder accepts that the Commission and its agents and advisors will, in no circumstances, be liable for any loss of any kind suffered as a result of disclosure of confidential or proprietary information before, during or after the Competition. [ ] 2.Please confirm understanding and acceptance of the terms of the Competition relating to collusion as detailed in the Invitation to Tender (ITT) document dated dated 22nd May as amended 15th July and subsequently on 08 August, 2003 by ticking the boxes supplied. The Bidder is not part of a joint venture with another Bidder. [ ] The Bidder has not coordinated any bid parameter with one or several other Bidder(s) submitting (a) separate Tender(s ). [ ] The Bidder certifies that it has no legal, economic, commercial or financial relationship with another Bidder with respect to the Bids submitted in this Competition. Where such certification cannot be provided the Bidder must identify the other Bidder and the legal, economic, financial or commercial relationship in question. [ ] The Bidder has no knowledge of the bid parameters chosen by any other Bidder. [ ] The Bidder has kept and will continue to keep its bid parameters confidential until a Successful Bidder(s) has been declared. [ ] The Bidder has kept and will keep the terms and conditions of the CADA and the IA confidential [ ] The Bidder has in place non-disclosure agreements with financial and other advisors that provide all necessary assurances that these advisors also keep the terms and conditions of the CADA and the IA confidential. The Bidder has in place non-disclosure agreements with financial or other advisors that provide all necessary assurances that these advisors also keep any decisions or analyses of bid parameters or other material elements of the tender confidential. [ ]

The Bidder has not tried to influence the evaluation process or colluded with any other Bidder or Potential Bidder. [ ]

Section C: Technical Requirements 32. Please identify Bidder’s technical leader. 33. Please provide the Bidder’s Organisation chart for the Project. 34. Please provide the name of the Bidder’s designated project

managers for the Project: Please provide CV. 35. Please provide a description of Bidder’s Experience of Similar

Projects: This should include location, start date, completion date and a statement that the project was completed satisfactorily. Please supply supporting documentation.

36. Please provide names of Bidder’s Engineering/Technical Advisors.

If more than one, state the scope of each entity and indicate who is lead.

37. Please provide relevant Experience of Engineering/Technical Advisors:

38. Please provide name of Proposed EPC Contractor (individual

company or JV/consortium with multiple members) and identify lead EPC Contractor.

39. Please provide EPC Contractor’s Organisation Structure for the

Project. Please provide chart.

40. Please provide name and CV of EPC Contractor’s designated Project Manager

41. Please provide EPC Contractor’s Experience of Similar Projects. This should include location, start date, completion date and a statement that the project was completed satisfactorily. Please supply supporting documentation.

42. Outline the recommended planned maintenance schedule for the Facility for the duration of the contract term.

43. Provide Evidence of good marketable title to Site for the Facility. Documentation evidencing above attached. [ ] 44. Please attach Transmission Loss Adjustment Factors (TLAFs) and

Transmission Use of System Charges (TUoS) as provided by ESB NG or other appropriate party for the Facility.

Documentation evidencing TLAFs and TUoS as provided above attached [ ] *Note: Ten TLAFs must be provided.

45. Grid Connection Offer: Please attach evidence of receipt of Connection Offer from ESB NG for the proposed Facility.

Documentation evidencing receipt of grid connection offer as above attached. (Please attach copy of supplementary letter.) [ ]

46. Planning Permission: Where available, please attach evidence of

Grant of Planning Permission for construction of the Facility. If not available, state stage of planning permission process.

Documentation evidencing grant of planning permission as above attached. [ ] 47. Electrical Grid Access. Please indicate the following: Permitted Exportable Capacity on 01 December 2005 Scheduled Deep Operational Date Note: This information should be taken from the letter submitted re the connection offer.

MW

Date

48. Authorisation to Construct: Please attach evidence of progression

of authorisation to construct the Facility. Documentation evidencing progression of authorisation to construct as above attached. [ ] 49. Please attach Project Programme and any supporting

documentation. Project Programme as above attached [ ]

50. Please complete the following list of milestone dates as per the Project Programme submitted. Milestone Completion Date 1. Letter of Intent (LOI) for EPC Contractor (Please attach.) 2. Execute Capacity and Differences Agreement 1st December 2003 3. Issue of Notice to Proceed 4. Place order for Gas Turbine 5. Place order for Steam Turbine 6. Place Order for Waste Heat Recovery Boiler 7. Site Mobilisation 8. Mobilisation of Main Mechanical Contractor 9. Mobilisation of Main Electrical Contractor 10. Delivery of Gas Turbine / Generator to site 11. Delivery of Steam Turbine / Generator to site 12. Delivery of Waste Heat Recovery Boiler to site 13. Delivery of Generator Transformer to site 14. Delivery of High Voltage Equipment 15. Complete Shallow Connection to Transmission System 16. Gas Connection Complete 17. Synchronise Gas Turbine / Generator 18. Synchronise Steam Turbine / Generator 19. Commercial Operation Date

51. Gas Grid Connection. Please indicate connection location. Where

gas is the primary fuel please provide copy of letter from BGÉ, or other appropriate body, outlining the lead time for making gas transmission capacity available on site from the date of conclusion of appropriate commercial arrangements with BGÉ, or other appropriate body.

Connection Location: Copy of letter from BGÉ, or other appropriate body, as detailed above attached. [ ] 52. Major Equipment Supplier Commitments Bidders are to provide the following information for the major equipment suppliers selected or expected to be selected for the Project. Bidders are required to be clear with respect to the information supplied under Status Of Commitment’ (eg Letter of Intent, budget estimate etc, please attach). The combustion system/boiler supplier should be clearly identified. For other major equipment it is recognised that firm commitments may not have been made in all cases and a shortlist of up to 3 suppliers may be quoted. Gas Turbine Proposed Supplier

Status of Commitment

Comments

Gas Turbine Generator Proposed Supplier


Comments

Boiler/ HRSG (If Applicable)

Proposed Supplier


Comments

Steam Turbine Proposed Supplier


Comments

Steam Turbine Generator Proposed Supplier


Comments

Step Up Transformers Proposed Supplier


Comments

Plant Cooling/ Condensing System

Proposed Supplier


Comments

53. Major Contractor/Consultants Commitments Bidders are to supply the following information for the major Contractors and consultants selected for the Project. It is recognised that some of the Contractor and consultant functions listed may be provided from within the Bidder’s own organisation and provision is made below for this to be specified. Technology Provider (Primarily the Gas Turbine Boiler)

Proposed Provider

Part of Bidder Group? (Yes/No)


Comments

Design / Engineering Contractor

Proposed Provider



Comments

Construction Contractor Proposed Provider



Comments

Technical Consultant Proposed Provider



Comments

Other (Please Specify) Proposed Provider



Comments

Plant Details Please complete the table below and attach documentation as required.

1. Plant is Centrally Dispatchable

Yes [ ] No [ ]

2. Plant is Thermal Yes [ ] No [ ]

3. Plant Technology

4. Primary Fuel

5. Secondary Fuel

6. Number of Generators No.

7. Number of Generator Transformers No.

8. Maximum Export Capacity (MEC) of the Facility

MW

9. Maximum Continuous MVA Rating (Each Generator)

MVA

10. Generator Transformer Terminal Voltage HV

kV

11. If CCGT Provide the Following Information

12. Single Shaft or Multi shaft Configuration

13. Manufacturer/Model of Gas Turbine

14. Manufacturer of Steam Turbine

15. Manufacturer of Waste Heat Recovery Boiler

16. Manufacturer of Generator Step Up Transformer

17. Cooling Medium

In addition to the above information, please attach the Plant Conceptual Design Documents.

54. Environmental Requirements Please confirm that the Facility complies with all current relevant Irish, EU and international environmental legislative requirements by ticking the box provided. [ ]

Section D: Bid Questionnaire Please complete this Section of the Questionnaire for each bid submitted. Please reference the bid number requested in Question 55 below on all attachments submitted for this Section. 55. Bid Number: Please tick the appropriate box below to differentiate

between different bids submitted. Bid No. 1 [ ] Bid No. 2 [ ] Bid No. 3 [ ] Bid No. 4 [ ] Bid No. 5 [ ] Note: A maximum of five bids may be submitted in respect of a Tender. Such bids may only differ from each other on the basis of the Bid Capacity Price and/or the Bid Capacity Schedule. 56. Capacity: Please confirm the following information re capacity by

ticking the boxes provided. The Capacity of the proposed Facility is between 50MW and 531MW. [ ] The Bid Capacity as part of the CADA is less than or equal to 531MW at any time. [ ] The Bid Capacity Schedule over the duration of the CADA is less than or equal to 3,400 MW-Years. [ ]

57. Bid Parameters: Please complete.

Capacity Price Bid (€ / MW /Year) ________________________ Components of Capacity Price Above:

TLAFs 1. _______________________

2.________________________

3.________________________

4.________________________

5.________________________

6.________________________

7.________________________

8.________________________

9.________________________

10._______________________

Maximum Export Capacity of Proposed Facility (MW) _______________________

Permitted Exportable Capacity at Dec. 1st 2005 (MW) _______________

Deep Operational Date ________________________

Scheduled Commercial Operation Date________________________

Bid Capacity Schedule (Please Attach) [ ]

Please Complete Schedule 2 of the CADA and attach a numbered copy with each Bid. Note: TUoS charges above refer to charges provided by ESB NG or other appropriate body that the Bidder would pay under the current (2003) charging regime. The fixed fuel charges above refer to those as per the letter from BGÉ, or other appropriate body submitted.

TLAFs refers to those under the current trading and settlement arrangements which have been provided by ESB NG or other appropriate body. Please attach supporting letter. The Deep Operational Date refers to that provided by ESB NG or other appropriate party. 58. Commercial Rates: Please attach a letter from the relevant local

authority indicating estimates for Commercial/Business Rate charges in 2003.

Letter as above attached. [ ]

Appendix 4 List of Enclosures Required by Bidders

Check if included

1. Copies of tabulations requested Questions 10 and 11 as required.

2. Additional information re sources of finance (see Question 12) as required.

3. Letters of Support from prospective lenders and detailed term sheets for all debt to be used to finance the Project (see Question 13) as required.

4. Term sheets re contingency finance if appropriate (see Question 14).

5. Supporting documentation re: credit rating for all equity providers (see Question 16).

6. Supporting documentation re: properly constituted entity (see Question 17).

7. Supporting documentation re tangible net worth of each equity provider as requested in Question 18 and 19 as required.

8. Copy of Tax Clearance Certificate as requested in Question 22.

9. Enclosures listed in Question 27 (Financial Information)

10. Signed letter from parent company confirming intention to support subsidiary’s participation in the Project (see Question 28) as required.

11. Reference letter from each principal banker listed in Question 29 as required.

12. Supporting documentation re: project finance experience as required. (See Question 30.)

13. Chart detailing organisation structure of Bidder’s organisation. (See Question 33).

14. Curriculum Vitae of Bidder’s designated Project Manager for the project. (See Question 34.)

15. Curriculum Vitae of Bidder’s designated Engineering / Technical Advisors for the project as requested in Questions 37.

16. Chart detailing organisation structure of EPC contractor’s firm. (See Question 39).

17. Curriculum Vitae of EPC contractor’s designated project

manager.(See Question 40.

18. Supporting documentation as requested in Questions 41.

19. Planned maintenance as per Question 42.

20. Documents evidencing site ownership (see Question 43).

21. Documents evidencing TLAFs and TUoS as provided from ESB NG (See Question 44.)

22. Documents evidencing receipt of grid connection offer (see Question 45).

23. Documents evidencing grant of planning permission (see Question 46).

24. Documents evidencing progression of Authorisation to Construct (see Question 48).

25. Project Programme as requested in Question 49

26. LOI for EPC contractor (see Question 50).

27. Letter from BGÉ, or other appropriate body, re lead time for gas availability (see Question 51).

28. Documents requested in Question 52: Major Equipment Supplier Commitments.

29. Planned Conceptual Design Documents (see Question 53)

30. Letter re: TLAFs from appropriate party (see Question 57).

31. Letter re: deep operational date from appropriate party (see Question57).

32. Bid Capacity Schedule as requested in Question 57.

33. Letter from BGÉ, or other appropriate body, re Fixed Fuel charges as requested in Question 57.

34. Local authority letter re Commercial Rates as requested in Question 58.

35. Confirmation and Compliance Statement (Appendix 5)

36. Confidentiality Agreement (Appendix 6)

Appendix 5 Confirmation and Compliance Statement [ Insert name of Tenderer] hereby agrees and declares that [insert name of Tenderer] accepts the terms and conditions of this ITT and shall be bound thereby and shall be further bound by the terms and conditions of the Implementation Agreement, the Capacity and Differences Agreement and the Connection Agreement if chosen as a Successful Bidder.

Signed on behalf of -------------------------------- [Insert name of Tenderer] Signature -------------------------------- Authorised Signatory Company Position -------------------------------- Address -------------------------------- -------------------------------- -------------------------------- Appendix 6 Confidentiality Agreement AN AGREEMENT with effect from 22nd May 2002. BETWEEN: The Commission for Energy Regulation (“CER”) and

, The Recipient of the Invitation to Tender Documentation (“Recipient”) Whereas The Invitation to Tender Documentation Pack being provided to the Recipient contains the Capacity and Differences Contract. The information contained in Schedules 3, 4 and 5 of the Capacity and Difference Contract have been developed based on commercially sensitive information provided to CER by ESB for the purpose of the Capacity 2005 Competition. Schedules 3,4 and 5 of the Capacity and Difference Contract are being provided to the Recipient on the basis that the Recipient is entering into a confidentiality agreement with CER on the terms set out in this Confidentiality Agreement If the Recipient fails to enter into this Confidentiality Agreement the CER shall procure that the Recipients returns to CER all documents and any copies, extracts, notes or similar materials containing or based in whole on such Confidential Information. IN CONSIDERATION of Recipient being invited to tender in the Capacity 2005 Competition it is now hereby agreed as follows: 1. The Recipient shall treat all information contained in Schedules 3, 4 and

5 of the Capacity and Difference Contract and all commercially sensitive information and data provided to it by CER under or in connection with this Invitation to Tender (“ITT”) relating Schedule 3, 4 or 5 of the Capacity and Differences Contract in any form whatsoever (“Confidential Information”) as confidential. For the purposes of this undertaking, Confidential Information does not include information which:

a) at the time of disclosure or at any time thereafter is in or becomes part of the public domain other than through a breach of this Confidentiality Undertaking;

b) the Party receiving the information can prove was already known to it

or was independently acquired or developed without being in breach of its obligations under this Confidentiality Undertaking; or

c) became available to the Party receiving the information from another

source in a non-confidential manner otherwise than in breach of an obligation of confidentiality.

2. The Recipient shall in relation to the Confidential Information subject to the exceptions in clause 3:

a) preserve the secrecy of the Confidential Information b) not disclose the Confidential Information to any other person

c) not use the Confidential Information for any purpose other than

solely in connection with the Capacity 2005 Competition. 3. The Recipient may disclose Confidential Information:

a) to directors, employees, agents, consultants, advisors, investors or Lenders of the Recipient who need to know the Confidential Information for the purpose of the Recipient’s business related to the Capacity 2005 Competition

b) to a person with whom the Recipient is negotiating a fuel supply or

delivery agreement relating specifically to the Capacity 2005 Competition provided that they in turn are required by the Recipient to treat the Confidential Information as confidential in favour of CER on terms at least equivalent to those set out in this Confidentiality Undertaking;

c) to the extent required by any applicable law, a licence issued under

the Electricity Regulation Act 1999, the Grid Code, the Trading and Settlement Code or a Competent Authority;

d) as required by the regulations of any recognised stock exchange upon

which the share capital of either Party (or any parent undertaking of either Party) is or is proposed to be from time to time listed or dealt in, whereupon the Party making the disclosure shall first supply the other Party with a copy of such disclosure or statement and agree to incorporate any amendments or additions reasonably required by the other Party.

4. The Recipient shall not make any announcement or statement or

publish any information regarding the ITT documentation unless the CER has been furnished with a copy of it and has approved it.

5. The Recipient shall not make any announcement or statement or publish any information regarding the Confidential Information.

6. The Recipient acknowledges that an award in damages may be

inadequate to protect Confidential Information and CER or ESB may seek injunctive relief to protect the Confidential Information.

7. The obligations of the Parties under this clause survive the completion

of the Capacity 2005 Competition and the termination of any agreement relating to the Capacity 2005 Competition.

8. All information contained within Schedule 3,4 and 5 of the Capacity and

Differences Agreement remains the sole and exclusive property of ESB and the ITT and this Confidentiality Undertaking shall not operate to transfer ownership or any interest whatsoever therein. The Recipient shall, if requested by CER, promptly upon expiry or termination of this Confidentiality Undertaking, or such other reason as may be determined by the CER, return to CER all documents and any copies, extracts, notes or similar materials containing or based in whole on such Confidential Information.

Signed for and on behalf of the Recipient. ______________________________________________ (insert Name) Signed for and on behalf of the CER. ______________________________________________

(Insert Name)

Appendix 7 Competition Agreements Please refer to enclosed document.

PRIVATE AND CONFIDENTIAL Invitation To Tender …PRIVATE AND CONFIDENTIAL Invitation To Tender For...

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