provide professional advisory services - City of

Returnable Documents:

Tender Briefing Session, 5 Minutes of the Session and a 40 1 R Report PHASE 3: PROPOSAL EVALUATION Number of SCM Committee 6 80 2 R meetings, Reports and Minutes Drafting of Evaluation Report 7 40 1 R to form part of BAC Report PHASE 4: DUE DILIGENCE PROCESS FOR QUALIFYING INDEPENDENT POWER PRODUCER COMPANIES 8 Technical due diligence Report 200 5 R 9 Legal due diligence Report 200 5 R Economic and Financial 10 200 5 R Analysis Report 11 Stakeholder Analysis Report 160 4 R 12 Risk Assessment Report 160 4 R Environmental Management 13 160 4 R Report PHASE 5: PROCUREMENT PLAN AND CONTRACTING (CONTRACT NEGOTIATION) R14 Procurement Plan Report 80 2

No specific requirements found B-BBEE Minimum Level: 7 B-BBEE Details: BEC Bid Evaluation Committee COD Commercial Operation Date CSD Central Supplier Database EEBU Energy and Electricity Business Unit ERA Electricity Regulation Act, IPP Independent Power Producers JET Just Energy Transition MFMA Municipal Finance Management Act, MSA Municipal Systems Act, NO Network Operator PPA Power Purchase Agreement PSC Project Steering Committee PV Photovoltaic RE Renewable Energy RFI Request for Information RFP Request for Proposal SPV Special Purpose Vehicle TA Transactional Advisor 4. DEFINITIONS The following definitions are used in this tender invite: • Bidder means the bidding entity either by way of consortia or joint ventures or individual entity, that bids for the City of Tshwane renewable energy independent power producer procurement programme - city wide. • General Conditions of Contract means the contractual conditions set for arrangements between government institutions and private entities, issued on the 17th of June 2015, obtainable from the National Treasury website on www.treasury.gov.za; • Project Steering Committee: means the committee established to steer the project and to ensure delivery on all project’s objectives. • Utility Scale Generation: An Energy Project of greater than ten megawatts • Energy Wheeling: is the transfer of electrical power via a utility’s transmission or distribution system between different grid or network service areas. • Network Operator: NERSA licensed legal entity responsible for distributing electricity through a Distribution System or Transmission System. • Independent Power Producer: legal entity that is not owned by the national electricity company or public utility company. • Power Purchase Agreement: an agreement entered between the Power Buyer and the Power Seller. 5. PROJECT SCOPE The scope of services expected in terms of the City of Tshwane renewable energy IPP procurement programme is detailed below and the professional advisory service required is divided into five (5) phases. • PHASE 1: Preparatory Phase – this phase will include setting up inception meetings in discussing the project scope and prepared initial reports like the status quo report, update any existing information that will inform the development RFP for procurement of renewable and clean energy from IPPs. • PHASE 2: Development of Tender Specification – Once all necessary information has been gathered and the scope of is understood, the TA is expected to develop tender specifications for connection and procurement of renewable and clean energy by City Of Tshwane from Independent Power Producer (IPPs). • PHASE 3: Proposal Evaluation – The TA is expected to lead the evaluation of tender proposals that have been received from the market as per the tender specifications from phase 2. • PHASE 4: Due Diligence on the Company (IPP) and Proposed Project – The due diligence process will look at technical, financial, economic, legal, environmental and social matters to ensure that IPP Companies selected for consideration are well aligned with the city requirements for the bid and the IPP Programme. This should also include alignment to the Just Energy Transition (JET) implementation plan, looking at stakeholder analysis and governance. • PHASE 5: Procurement Plan and Contract Negotiation PHASE 1: PREPARATORY PHASE The preparation phase of the project will include the inception meeting where the TA will indicate their understanding of the project and present their initial project plan which details how the project will unfold including an indication of the project team that will be involved in the project. The City of Tshwane team will provide the necessary information to enable the TA to prepare their inception report. The inception report should describe the understanding and interpretation of the service provider’s plan of action or approach which will cover key elements as indicated in the Terms of Reference. In addition, this will cover timelines for the plan. Further information to enhance this approach will be the needs and status quo analysis, indicate where the City of Tshwane is in terms of its readiness, considering the studies and policies in place. Need and Status Quo Analysis The needs and status quo analysis gives definition to the proposed programme, preparing the way for technological solution and options. This should demonstrate that the programme aligns with the municipality’s strategic pillars / objectives and IDPs. Summarise the municipality’s mission and vision statements, its strategic objectives and government policy that determines what the municipality’s deliverables are. This should cover demographics, trends, and review of current plans, policies, legislation etc. Demonstrate the municipality’s commitment and capacity for the transition. Conduct the SWOT analysis (Strength, weakness (limitations), threats and opportunities of the City. Specify the outputs and define the programme. Update Technical Due Diligence The City conducted an analysis of the high voltage infrastructure with the aim of assessing, at a high level, potential grid connection points and the impact of injection as well as performance of the electricity network infrastructure. Determination of the available generation grid connection capacities by providing input into the connection between the renewable energy plant and City’s electricity grid. Produce a final design report on grid interface between IPP and City of Tshwane grid. Ultimately provide a grid capacity design report. Assess the RFI information and documentation shared with the City on the IPP procurement and advise. Assessment of the Policy Framework The TA must ensure that the work is aligned with the policy framework of provincial and national governments to guide drafting of the RFP specification for IPP / procurement of RE from IPPs. This analysis must have relevance to the Just Energy Transition Plan and Framework and address the needs and policy aspirations of City of Tshwane. PHASE 2: DEVELOPMENT OF TENDER SPECIFICATION FOR CONNECTION AND PROCUREMENT OF RENEWABLE AND CLEAN ENERGY IN THE CITY OF TSHWANE FROM INDEPENDENT POWER PRODUCERS In this phase, the TA is expected to develop tender specifications that will be advertised through competitive bidding process for the City of Tshwane to procure renewable and clean energy from IPPs that have financial and technical capability to install and operate electricity generation plant(s) utilizing renewable and/or clean energy technology resources. The procurement of these renewable and clean energy resources aims to collectively achieve the 10% renewable energy mix target, estimated at 200MW by year 2030 for the City with the requirements to meet a minimum of 1MW installed capacity for it to be considered. Amongst others, the specifications must request the following areas to be covered: • Proposal for the renewable or clean energy generation technology/plant that is grid-tied to the City’s electricity network and the generation capacity of the plant. • Provide requirements in terms of point of connection, e.g. connection voltages • Duration of construct and the time to evacuate power into the grid based on the lead-times for the proposed technologies to be used. • In the specification, the TA must indicate requirements in terms of various legal compliance and permits. • The specifications must request the bidders’ ability to obtain finance for the design, installation, testing, commissioning, maintenance and operation, whichever is applicable in line with the submitted proposal. • For the proposals to clearly indicate potential opportunities relating to the local economic development impact. • The specification should mention the need for the IPP to indicate Electrical monitoring and control system integration to be utilised linked to what is currently used by the city. (E.g. Supervisory Control and Data Acquisition System (SCADA). • Risk and liabilities of the project and the technology(s) proposed, e.g. Licensing requirements and other conditions. • Readiness to register with NERSA for the generator and as an Independent Power Producer. Tender Briefing The Transactional Advisor is expected to be part of the briefing sessions to support City of Tshwane with the management of the bidding process and the clarification and briefing notes to bidders. PHASE 3: PROPOSAL EVALUATION The TA is expected to lead the evaluation of tender proposals that would have been received from the market as per the tender specifications from phase 2. The evaluation team will include officials from the relevant City of Tshwane departments, appointed by the Accounting Officer. From this phase, it is expected that the TA and members of the BEC will select potential proposals that will move to the next phase of “evaluation” which is to deep dive into a due diligence process in terms of the technical knowledge and experience required as per the specification. PHASE 4: DUE DILIGENCE PROCESS FOR QUALIFYING INDEPENDENT POWER PRODUCER COMPANIES Phase 4 will be a deep dive into a thorough due diligence of companies that would have indicated their knowledge and experience in the development of renewable and clean energy projects. The due diligence will look at the following key areas, amongst others: • Legal Due Diligence This is a legal and regulatory analysis on procurement of the City of Tshwane renewable energy and clean energy procurement. The legal and regulatory analysis will include a review of the Legal Frameworks (ERA, MFMA, MSA, et cetera) that may impact the implementation of the programme. This will include the National, Provincial, and Local South African Legislation as well as their relevant regulations. This should cover; legal issues, site enablement issues including the following (land ownership, land availability and any title deed endorsements, potential land claims, Lease interests in the land, land consolidation and classification, zoning rights and town planning requirements). In addition, this should analyse suitable procurement legislation on renewable energy IPP programme. Support CoT in the Municipal Finance Management Act (MFMA) Section 33 (Contracts having future budgetary implications) and chapter 14 (General Treasury matters) processes required. • Financial and Economic Analysis This is economic sense and soundness of the proposed investment IPP programme at a high-level. This should be accompanied by financials to establish commercial viability of the proposed investment IPP programme. The financials should indicate capital cost of the project and sources of funding, include projections that will cover, NPV, IRR, and ROI, Payback period etc. Conduct value for money assessment and determine appropriate transfer of financial risks from the municipality to the private party. Analyse the socio- economic impact of the IPP development programme. A report should cover these elements and beyond. Design of the financial parameters (i.e. deal structuring) for the procurement of renewable energy projects (all stages incl. construction where relevant). • Stakeholder Analysis The Transaction Advisor shall identify and conduct an overview of the stakeholders likely to be involved in the renewable energy IPP programme. Engagement with different stakeholders (NERSA, DMRE, National Treasury) is crucial. Develop a stakeholder engagement plan of consultation guided by relevant legislation or policies and the JET Implementation Plan. • Risk Assessment The TA to conduct comprehensive risks assessment of procuring renewable and clean energy from IPPs. This should consider all relevant risks of the project. A risk matrix and register should be developed. • Environmental Assessment The assessment will need to ensure that all environmental regulations have been adhered to for the proposed project development. PHASE 5: PROCUREMENT PLAN AND CONTRACTING (CONTRACT NEGOTIATION) The last phase is to get into procurement planning and contracting with the IPP Company that would have satisfied the due diligence process in phase 4. This will investigate and analyses procurement option of the renewable energy IPP development programme and should be guide by the MFMA, Municipal Systems Acts (MSA) and any other applicable legislation. The options will be analysed against applicable legal legislation – (National, Provincial, and local). This phase will also include the development of power purchase agreements (PPA) relevant to the different renewable technologies that would have been proposed, inclusive of the tariff formulation contained in the PPA. This means also designing the procurement framework and investigate whether different tariffs will be applicable for the different technologies. In addition, to the PPA, develop a supplementary agreement on IPP transmission and connection, between the City of Tshwane and IPP grid connection contract. It is therefore important for potential transaction advisors to be flexible in the development of the procurement program. The intention is to sign up projects that are ready and able to put capacity and energy into the system. It may be that the design of the procurement framework and documentation would deal with different tariffs for the same technologies. Participate in Negotiations The TA is expected to participate in contract negotiations. Public Participation The TA in consultation with the City shall arrange the Public Participation or Consultation where necessary. The City’s representative will establish a project team (Project Steering Committee) to engage regularly with the TA to efficiently complete the various delivery items. The Project Steering Committee will meet at least monthly, and the TA’s Project Manager will report progress at these meetings. 6. STAGES OF EVALUATION This tender will be evaluated in four(4) stages namely: Stage 1: Administrative Compliance Stage 2: Mandatory Requirements Stage 3: Functionality Criteria Stage 4: Preference Point System 6.1 Stage 1: ADMINISTRATIVE COMPLIANCE All the bids will be evaluated against the administrative responsiveness requirements as set out in the list of returnable documents. Compulsory Returnable Documentation Submitted Checklist (Guide for (Submission of (YES or NO) Bidder and the Bid these are compulsory) Evaluation Committee) a) To enable The City to verify the bidder’s tax Tax status must be compliant before compliance status, the bidder must provide; the award. • Tax compliance status PIN. or • Central Supplier Database (CSD) b) A copy of their Central Supplier Database CSD must be valid. (CSD) registration; or indicate their Master Registration Number / CSD Number; c) Confirmation that the bidding company’s Was a Municipal Account Statement, rates and taxes are up to date: Original or signed lease agreement or letter from copy of Municipal Account Statement of the the local councillor provided for the Bidder (bidding company) not older than 3 bidding company? The name and / or months and account must not be in arrears addresses of the bidder’s statement for more than ninety (90) days; or ,signed correspond with CIPC document, lease agreement or In case of bidders Address on CSD or Company profile? located in informal settlement, rural areas or Are all payment(s) up to date (i.e. not areas where they are not required to pay in arrears for more than 90 days? Rates and Taxes a letter from the local councillor confirming they are operating in that area d) In addition to the above, confirmation that all Was a Municipal Account Statement, the bidding company’s owners / members / signed lease agreement or letter from directors / major shareholders rates and the local councillor provided for the taxes are up to date: • Original or copy of bidding company? The name and / or Municipal Account Statement of all the South addresses of the bidder’s statement African based owners / members / directors / correspond with CIPC document, major shareholders not older than 3 months Address on CSD or Company profile? and the account/s may not be in arrears for Are all payment(s) up to date (i.e. not more than ninety (90) days; or a signed lease in arrears for more than 90 days? agreement of owners / members / directors / major shareholders or In case of bidders located in informal settlement, rural areas or areas where they are not required to pay Rates and Taxes a letter from the local councillor confirming they are residing in that area e) Duly Signed and completed MBD forms All documents fully completed (i.e. no (MBD 1, 4, 5, 8 and 9) The person signing blank spaces)? All documents fully the bid documentation must be authorized to signed by (any director / member / sign on behalf of the bidder. Where the trustee as indicated on the CIPC signatory is not a Director / Member / Owner / document, alternatively a delegation of Shareholder of the company, an official letter authority would be required? of authorization or delegation of authority Documents completed in black ink (i.e. should be submitted with the bid document. no “Tippex” corrections, no pencil, no other colour ink, or non-submission of NB: Bidders must ensure that the directors, the MBD forms, will be considered)? trustees, managers, principal shareholders, or stakeholders of this company, declare any interest in any other related companies Compulsory Returnable Documentation Submitted Checklist (Guide for (Submission of (YES or NO) Bidder and the Bid these are compulsory) Evaluation Committee) or business, whether or not they are bidding for this contract. See Question 3.14 of MBD 4. Failure to declare interest will result in a disqualification f) Audited Financial Statements for the most Applicable for tenders above R10m in recent three (3) years or Audited Financial conjunction with MBD 5) Statements from date of existence for companies less than three years old. Are Audited financial statements NB: The bidder must submit signed audited provided (Audited financials must be annual financial statements for the most recent signed by auditor) Or proof that the three years, or if established for a shorter bidder is not required by law to prepare period, submit audited annual financial audited financial statements. statements from date of establishment. If the bidder is not required by law to prepare signed annual financial statements for auditing purposes, then the bidder must submit proof that the bidder is not required by law to prepare audited financial statements. g) Joint Ventures (JV) – (Only applicable when If applicable. JV agreement provided? the bidder tenders as a joint venture) Where JV agreement complete and relevant? the bidder bids as a joint venture (JV), the Agreement signed by all parties? All required or relevant documents as per (a) to required documents as per (i.e. a to f) (f) above must be provided for all JV parties. must be provided for all partners of the In addition to the above the bidder must JV. submit a Joint Venture (JV) agreement signed by the relevant parties. NB: It is a condition of this bid that the successful bidder will continue with the same Joint Venture (JV) for the duration of the contract unless prior approval is obtained from the City. h) Bidder attended a compulsory briefing A compulsory briefing register must be session where applicable signed by the bidder. Bidders will be disqualified should they fail to attend compulsory briefing session i) Pricing schedule (All items must be quoted Incomplete pricing schedule results in for in pricing schedule and if not, all items are totals being incomparable. Bidder must quoted the bidder will be disqualified). Unless be disqualified. the tender is awarded per item or per section where the bidder only quoted the items or Bidder will be disqualified should sections, they are interested in. they make corrections on the price schedule without attaching a signature or initialising thereto. Bidder will be disqualified should they use tippex/ correction ink, on the price schedule. 6.2 Stage 2: MANDATORY REQUIREMENTS The bids will be evaluated against mandatory requirements as set out in the list of professional services and related qualifications below. # KEY ADVISORY TEAM MINIMUM QUALIFICATION AND MEMBERS EXPERIENCE (ATTACH COPIES OF QUALIFICATIONS) Legal Practitioner (Commercial Law degree (NQF level 7) or higher and Law) minimum of 5 years’ experience. Financial Management Bachelor’s degree in finance (NQF level 7) or higher and minimum of 5 years’ experience Economist Bachelor’s degree in economics (NQF level 7) or higher and minimum of 5 years’ experience Professional Project Manager Degree in project management (NQF level 7) 4 (SACPCMP registered) and minimum of 7 years’ experience with registration with SACPCMP. Professional Civil/Structural (ECSA BSc/B Eng/B-Tech degree (NQF level 7) or registered) higher in Civil Engineering and minimum of 5 years’ experience as a ECSA registered professional Professional Electrical (Heavy BSc/B Eng/B-Tech degree (NQF level 7) or Current / Power Engineering) higher in Electrical Engineering and minimum of (ECSA registered) 7 years’ experience as a ECSA registered professional Professional Environmental National Higher Certificate in environmental 7 Specialist (Registered EAP/ Pr. management and minimum of 5 years’ Sci. Nat) experience Procurement Specialist National Certificate in procurement or supply chain and minimum of 7 years’ experience 6.3 Stage 3: FUNCTIONALITY CRITERIA Only bidders who score a minimum score of 75 points (out of 100) in respect of the following functionality criteria will be recommended for shortlisting. A total of 100 points is allocated for functionality. The following functionality criteria will apply to this bid: HIGHEST CRITERIA SUB-CRITERIA SCALE WEIGHT POSSIBL E SCORE Company Experience (Transactional Advisory Services) Bidders are expected to indicate relevant experience and demonstrate the following: • Provide proven experience with relevant Transactional Advisory Services fowith relevance in 5 5 and above Projects with reference engineering, energy, financial, letters economic analysis and legal expertise. • TA service should outline proven 3 to 4 projects with reference letters track record in respect of the 4 5 25 subject matter by through the number of projects of similar 2 Projects with reference letter scope completed in the past 2 through the submission of testimonial or reference letters with contactable references. • The project must fall within engineering in electrical energy generation and procurement. PROJECT TEAM EXPERIENCE Above 8 years’ experience 3 Financial Management (Attach Above 5 up to 8 years’ experience 2 3 9 Curriculum Vitae) 5 Years Experience 1 Above 8 years’ experience 3 Economist (Attach Curriculum Vitae) 3 9 Above 5 up to 8 years’ experience 2 5 Years Experience 1 Above 10 years’ experience 3Legal Practitioner (Attach Curriculum Vitae) Above 5 up to 10 years’ experience 2 3 9 5 Years Experience 1 Above 12 years’ experience 3 Professional Project Manager (Attach Above 7 to 12 years’ experience 2 3 9 Curriculum Vitae) 7 Years Experience 1 Above 10 years’ experience 3Civil Engineer or Technologist (Attach Curriculum Vitae) Above 5 up to 10 years’ experience 2 3 9 5 Years Experience 1 Above 10 years’ experience 3Electrical Engineer or Technologist (Attach Curriculum Vitae) Above 7 up to 10 years’ experience 2 5 15 7 years’ experience 1 Environmental Specialist (Attach Above 5 years’ experience 2 Curriculum Vitae) 3 6 5 years’ experience 1 Above 10 years’ experience 3 Procurement Specialist (Attach Above 7 up to 10 years’ experience 2 3 9 Curriculum Vitae) 7 years’ experience 1 Total 100 6.4 Stage 4: PREFERENCE POINT SYSTEM The preferential point system used will be the 80/20 points system in terms of the Preferential Procurement Policy Framework Act, 2000 (Act ) Regulations 2022. • 80 points for price • 20 points for Specific goals Specific Goals • Bidders are required to submit supporting documents for their bids to claim the specific goal points. • Non-compliance with specific goals will not lead to disqualification but bidders will not be allocated specific goal points. Bidders will score points out of 80 for price only and zero (0) points out of 20 for specific goals. • The city of Tshwane shall act against any bidder or person when it detects that the specific goals were claimed or obtained on a fraudulent basis. The specific goal for this bid is outlined below. Bidders are to submit supporting documents as outlined below to be eligible for points. Specific goals 80/20 preference Proof of specific goals to be submitted point system BB-BEE score of companies Valid Certified copy of BBBEE certificate. Sworn Affidavit for B- • Level 1 • 8 Points BBEE qualifying small enterprise • Level 2 • 7 Points or Exempt Micro Enterprises or • Level 3 • 6 Points CIPC BBBEE certificate. • Level 4 • 5 Points • Level 5 • 4 Points • Level 6 • 3 Points • Level 7 • 2 Points • Level 8 • 1 Point • Non-compliant • 0 Points EME and/ or QSE 2 Points Valid Sworn affidavit for B-BBEE qualifying small enterprise or Exempt Micro Enterprises or CIPC BBBEE certificate At least 51% of Women-owned 2 Points Certified copy of Identity companies Document/s and proof of ownership (Sworn affidavit for B- BBEE qualifying small enterprise or Exempt Micro Enterprises, CIPC Specific goals 80/20 preference Proof of specific goals to be submitted point system registration or any other proof of ownership) At least 51% owned 2 Points Medical Certificate with doctor’s companies by People with details (Practice Number, Physical disability Address, and contact numbers) and proof of ownership (Sworn affidavit for B-BBEE qualifying small enterprise or Exempt Micro Enterprises, CIPC registration or any other proof of ownership At least 51% owned 2 Point Certified copy of Identity companies by Youth Document/s and proof of ownership (Sworn affidavit for B- BBEE qualifying small enterprise or Exempt Micro Enterprises, CIPC registration or any other proof of ownership Local Economic Participation Municipal Account statement/Lease agreement. • City of Tshwane 4 Points • Gauteng • National 2 Points 1 Point For points to be allocated as per above the tenderers will be required to submit proof of documentation as evidence for claims made. Any tenderer that does not submit evidence as stated in the bid document to claim applicable points will be allocated zero points. 7. PRICING SCHEDULE INDICATIVE INDICATIVE PRICE PER DELIVERABLE (VAT ITEM DELIVERABLES DURATION DURATION EXCL.) (HOURS) (WEEKS) PHASE 1: PROJECT PREPARATION PHASE 1 Inception Meeting and Report 80 2 R Status Quo and Needs 2 80 2 R Analysis Report 3 Policy Framework Analysis 40 1 R PHASE 2: DEVELOPMENT OF TENDER SPECIFICATION FOR FOR CONNECTION AND PROCUREMENT OF RENEWABLE AND CLEAN ENERGY IN THE CITY OF TSHWANE FROM INDEPENDENT POWER PRODUCERS Developed Tender 4 120 3 R