Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Request for Proposals:

RENEWABLE ENERGY MICROGRID PROJECTS IN
SOUTH AFRICA

This document contains Amazon confidential and proprietary information furnished for evaluation
purposes only. Except with the express prior written permission of Amazon, such information shall not
be reproduced, published, disclosed, or used for any other purpose.
RFP respondents acknowledge that all contractual forms will be executed and exchanged exclusively
in electronic format. Amazon will not provide hard copies or wet-ink signatures.
The Laws of South Africa will apply to this RFP and to any future contractual forms and agreements,
and all communications will be in English.
All correspondence should be directed to AWS-SA-Microgrid-RFP@[Link].

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Table of Contents
Table of Contents 2
List of Tables and Figures 4
RFP Attachments 5
List of Annexures 5
List of Schedules 5
Confidentiality and Disclaimer 6
1. Background and Objective 8
2. Project Location 9
3. Project Requirements 9
3.1. Phase 1: Grid-Connected Mode for Load Curtailment Avoidance 10
3.2. Phase 2: Grid-Islanded Mode for Load Shedding Avoidance 12
4. Project Status: Prefeasibility Study, Development to Date 13
4.1. PFS System Sizing 13
4.2. Project Site Selection, Fatal Flaw Investigations 13
4.3. Excess Energy 24
5. Project Schedule 24
6. Procurement Approach 25
6.1. Development Period 26
6.2. PPA Period 29
7. RFP Objective 30
8. Tender Process, Instructions to Bidders 31
8.1. General 31
8.2. RFP Confirmation 31
8.3. Bid Communications Protocol 31
8.4. Modification or Withdrawal of Proposals 31
8.5. Nature of the Bidder and Bidder Composition 31
8.6. Proposals 32
8.7. Proposal Submission Deadline 32
8.8. Proposal Validity Period 32
8.9. Due Diligence 32
8.10. Briefing Notes 32
8.11. Questions and Clarifications 33
8.12. RFP Conference 33
8.13. Amendments 34
8.14. Language of Proposal 34
9. RFP Schedule 34
10. Proposals 34
10.1. Executive Summary 35
10.2. Bid Proposal Letter 36
10.3. Company Profile of the Bidder (or Each Bidder Consortium Member) 36
10.4. Financial Due Diligence 36
10.5. Relevant Experience 36
10.6. System Sizing 37
10.7. Technical Proposal 39
10.8. Project Development Schedule 40
10.9. Fatal Flaw Due Diligence 41
10.10. Financial Terms, Expected Annual Cashflow 41
10.11. Requested changes to PDA and PPA Term Sheet 42
11. Evaluation and Selection 42
11.1. Evaluation Criteria and Weightings 42
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11.2. Evaluation Process 43

12. Development Partner Selection 45
12.1. Appointment of Preferred and Reserve Bidder 45
13. RFP Terms 46
13.1. Purpose and Parties 46
13.2. Interviews 46
13.3. Request for Additional Information 46
13.4. RFP Amendment or Cancellation 46
13.5. Amazon Policies and Requirements 46
13.6. Conduct 48
13.7. Collusive Behavior 49
13.8. Changes to Bidding Entities 49
13.9. Right to Cancel or Vary the Procurement 50
13.10. Nature and Status of the RFP Documents 50
13.11. Use of Transaction Advisors 51
13.12. Inconsistencies 51
13.13. Incorrect or Misleading Information 51
13.14. Disqualification 52
13.15. Costs 52
13.16. Confidentiality 52
13.17. Intellectual Property Rights 52
13.18. Law and Jurisdiction 53
13.19. Data Provided to Bidders 53
14. Definitions 53
15. Bidder Representations by Submitting Proposal 58

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

List of Tables and Figures

Table 1 - Phase 1 Power Source Hierarchy 11
Table 2 - Phase 2 Backup Power Source Hierarchy 12
Table 3 - Overview of DC operations, Project Site options 14
Table 4 - CPT060 DC and Identified Project Site Coordinates 14
Table 5 - CPT060: EA Timeframes: Anticipated Part II Amendment Application 19
Table 6 - CPT060 Fatal Flaw Table 20
Table 7 - CPT061 DC and Identified Project Sites Coordinates 20
Table 8 - CPT061 Fatal Flaw Table 24
Table 9 - Project Schedule 25
Table 10 - RFP Schedule 34
Table 11 - List of Proposal Items 35
Table 12 - Evaluation Criteria 43

Figure 1 - Project Layout 10

Figure 2 - Eskom Peak, Standard and Off-peak hours 11
Figure 3 - CPT060 DC Location 14
Figure 4 - CPT060 BESS and Solar PV Proposed Locations 15
Figure 5 - CPT061 DC, and CPT061 BESS and Solar PV Proposed Locations 21
Figure 6 - CPT061 DC, and CPT061 BESS and Solar PV Proposed Locations 21
Figure 7 - Project Structure post Development Period and at Financial Close 29

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

RFP Attachments
A list of documents provided as part of, or related to, this RFP are described as follows:
(a) Annexures – documents that provide detailed information on specific topics in the RFP that
Amazon wants to share as part of this RFP. Information and instructions in Annexures must
be consulted and complied with in preparation of the Proposal.
(b) Schedules – templates provided in this RFP that must be completed and submitted with the
Proposal. Information provided in the Schedules will not be allowed to be changed after the
Proposal Submission Deadline.
(c) Appendices (not provided as part of RFP) – documents that must be produced by the Bidder
using its own templates and submitted with the Proposal, no template is provided as part of
the RFP.

List of Annexures

Annexure 1 – Modelling Assumptions

Annexure 2 – Technical Narrative
Annexure 3A – CPT060 Site Fatal Flaw Assessment
Annexure 3B – CPT061 Site Fatal Flaw Assessment
Annexure 4 – System Technical Requirements
Annexure 5 – List of Suppliers
Annexure 6 – Scope of Work
Annexure 7 – Technical Specifications
Annexure 8 – Project Development Agreement
Annexure 9 – PPA Term Sheet
Annexure 10 – Inbound LoC Template

List of Schedules

Schedule 1 – Administrative Checklist

Schedule 2 – Bid Proposal Letter
Schedule 3 – Experience Templates
Schedule 4 – System Hourly Profile
Schedule 5 – Financial Terms & Development Cost
Schedule 6 – Cashflow Waterfall Template
Schedule 7 – PDA Requested Changes Form
Schedule 8 – PPA Term Sheet Requested Changes Form

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Confidentiality and Disclaimer

This document and its attachments, if any, contain confidential information. This document and/or
attachments is owned by Amazon (the Buyer, Sponsor or Amazon) and any reproduction or adaptation
thereof requires Amazon’s prior written approval.
This RFP does not purport to contain all the information that the Bidders may need or desire. This RFP
has been prepared to assist the Bidders in making their own evaluations. In all cases, the Bidders
should conduct their own investigations and analysis of the information set forth in this RFP and
Amazon does not warrant the accuracy and completeness of the information presented herein or
make any representation that the information presented herein constitutes all the information
necessary to present an RFP response or develop the Project. Each Bidder that submits an RFP
response, accepts full responsibility for conducting an independent analysis of the feasibility of the
Project and for gathering and presenting all the necessary information.
Amazon expressly renounces any obligation or duty (whether in contract, delict or otherwise) to any
Bidder. Any Bidder that submits a proposal assumes all risks associated with the Project and no
adjustments will be made based on the Bidder’s interpretation of the information provided. Neither
Amazon, nor any of its agents, representatives or advisors make any representation (expressed or
implied) or warranty as to the accuracy or completeness of this RFP or the information contained
herein and shall have no liability for it or for any other written or oral communication transmitted to
or received by the Bidders. Only those representations and warranties which may be made by Amazon
in a definitive written agreement, when and if one is issued, and subject to such limitations and
restrictions as may be specified in such an agreement, shall have any legal effect.
All information submitted in response to this RFP shall become the property of Amazon and subject
to the confidentiality undertakings set out herein. In submitting a proposal in response to this RFP,
each Bidder certifies that it understands, accepts and agrees to the terms and disclaimers contained
herein. Nothing contained in any other provision of this RFP, nor any statements made orally or in
writing by any person or party shall have the effect of negating or superseding any of the disclaimers
set forth herein.
Save as expressly stated to the contrary, the terms and conditions set out herein are stipulated for the
express benefit of Amazon and its Affiliates and may be waived at Amazon’s sole discretion at any
time.
This RFP is not intended to form any part or basis of any investment decision by the Bidder. Each
person to whom this RFP is made available must make its own independent assessment of this RFP
and the Project, taking such professional advice as it deems necessary.
Neither the issue of this RFP, the RFP Documents nor any of the information presented in it, should
be regarded as a commitment or representation of Amazon’s or any of its affiliates to enter into a
binding relationship or contractual arrangement with any Bidder.
Bidders shall form their own conclusions and make their own independent assessment of the
requirements in this RFP and the RFP Documents and should seek their own financial and legal advice
about the methods and resources needed to meet Bidders’ requirements. Amazon does not accept
responsibility for the content of this RFP or the Bidder’s assessment of the requirements of this RFP.
Amazon provides all information, templates and documentation to the Bidders in good faith and for
guidance and assistance to Bidders in the preparation of their Proposals.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Amazon, its Affiliates, officers, employees, agents and advisors and their respective directors, officers,
employees, agents, representatives or advisors do not warrant the accuracy, completeness or
correctness of any information, templates or documents that are contained in and/or provided
pursuant to this RFP and shall not accept responsibility or liability whatsoever to any Bidder or any
other person including any member of a Bidder that is bidding as a consortium (“Bidder Consortium
Member”) or their respective advisors, suppliers, and/or service providers, for:
- the fairness, accuracy or completeness of any information, opinions, templates and/or
documents contained in and/or provided pursuant to this RFP;
- any errors, omissions or misstatements, whether negligent or otherwise, in this RFP and/or
any information, opinions, templates and/or documents contained in and/or provided
pursuant to this RFP;
- any written or oral communication transmitted or made available at any time to any Bidder
or any other Person (including any Bidder Consortium Member) or their respective advisors,
suppliers, contractors and/or service providers; and/or
- for any loss or damage suffered by any Bidder or any other person, including any Bidder
Consortium Member or their respective advisors, suppliers, contractors and/or service
providers, relying on any of the aforementioned information, opinions, templates and/or
documents which may be contained in and/or provided pursuant to this RFP.
No Bidder shall have any claim against Amazon, or their Affiliates or their respective officers,
employees, servants, agents or advisors arising out of any matter relating hereto.
The Bidder and each Bidder Consortium Member is responsible for its own expense in obtaining
information required for its proposal.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

1. Background and Objective

Amazon Web Services (Amazon) (Sponsor and Buyer) is inviting developers of renewable energy
projects and Independent Power Producers (IPPs) to submit Proposals for the selection and
appointment of a Development Partner to develop renewable energy microgrids providing energy
security for its operations in South Africa.
This RFP represents Amazon’s intent to procure a Development Partner to develop one or more
Systems (each a Project). Amazon will be the Sponsor of the Project during the Development Period
of the Project supporting the development of the Project Sites by the Development Partner, and will
be the counterparty to the Power Purchase Agreement (PPA) as the Buyer during the PPA Period of
the Project. It is Amazon’s intent to conclude the PPA with the appointed Development Partner,
however Amazon reserves the right to select any other IPP (aside from the Development Partner) as
the counterparty to the PPA should the Development Partner for any reason fail to meet Amazon’s
commercial and/or technical requirements.
The primary objective of the Project(s) is to ensure energy security for Amazon’s data center (DC)
operations in the Western Cape Province by delivering reliable, cost-effective, behind-the-meter
power supply to provide resilience against load curtailment (LC) and load shedding (LS). There are
other benefits such as peak shaving, maximizing PPA capture, and environmental benefits that the
Project(s) will provide. Amazon requires its operations to remain connected to the grid and for the
System to be able to export any excess energy generated via the grid.
The Project is structured into two distinct phases, each with specific objectives: the System design,
size and operations are to be designed to reduce existing backup diesel generator runtime and starts
under LC (Phase 1) and LS (Phase 2) events at the specified DC. Amazon aims to mitigate these issues
by implementing a System comprising a Battery Energy Storage System (BESS) and a Solar Photovoltaic
(Solar PV) system that will be integrated with the existing low-voltage (LV) backup power equipment.

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2. Project Location
Amazon owns and operates three DCs in the Western Cape Province of South Africa, in and around
the City of Cape Town:
1. CPT060 – Cape Town Film Studios;
2. CPT061 – Atlantic Hills; and
3. CPT062 – Brackenfell.
Each of these three operations has a relatively flat load curve, requiring 24/7 electricity to power the
DCs. As such, all three Amazon DCs are considered ‘critical loads’ by extension. The electrical load at
each DC is currently a relatively flat 6MW, which is anticipated to gradually increase to 15MW by 2030.
Note: The Systems are currently considered to be designed for an average flat 8MW profile; refer to
“Annexure 1 – Modelling Assumptions” for the assumed hourly DC load profile.
The shortlisting exercise resulted in viable Project Site options whereby an on-site or near-site System
could be connected behind-the-meter for only two of the three of Amazon’s operations, namely
CPT060 and CPT061. For the purposes of the Proposals and the RFP process, these will be referred to
as the ‘CPT060 Project’ and the ‘CPT061 Project’ respectively. No further consideration is given to the
CPT062 DC at this time.

3. Project Requirements
An on-site or near-site microgrid solution using Solar PV and BESS was selected and received
Amazon’s internal approvals to progress to staged procurement. The System will be electrically
connected to the respective operations behind the utility supply meter while also remaining
connected to the grid, and therefore must be, inter alia, Grid Code compliant. The System should also
be able to manage any excess energy generated, either through curtailment and/or export via the
grid.
The Point of Connection is located at the point where the System will connect to the respective DC
internal reticulation system; the exact location will be identified during the Project Site visit. Each
operation is currently connected to and receives power from Eskom and/or the City of Cape Town.
The Project requirement is to deliver the Systems in a two-phase approach:
- Phase 1 – provide resilience against LC (Load Curtailment), via a grid-connected microgrid; and
- Phase 2 – provide resilience against LS (Load Shedding), via a microgrid capable of grid-
islanded operation.
Figure 1 below shows a basic project layout, where the required Scope of Work to be constructed
and commissioned during the PPA Period is reflected green. Note that whilst the Solar PV and BESS
facilities will be installed outside of the existing DC boundary, and the internal DC boundary works
will be delivered by a third-party contractor to be appointed by Amazon. The Development Partner
will be required to interface and coordinate activities with this third-party contractor to manage the
construction and commissioning of the Solar PV and BESS facilities and to facilitate the integration of
the System into the Amazon DCs.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Figure 1 - Project Layout

For further details on system description, design and performance requirements and scope, please
refer to “Annexure 2 - Technical Narrative”.

3.1. Phase 1: Grid-Connected Mode for Load Curtailment Avoidance

In Phase 1, the primary focus is reducing backup diesel generator runtime during LC. The DC currently
uses 2 (two) diesel generators during LC events; the System should be sized to ensure the 2 (two)
diesel generators run under 100 (one hundred) hours per year (per generator) and are started under
30 (thirty) times per year (per generator).
Under LC, the DC is required to reduce power draw from the Utility by a % of current load for a
predefined time. During this time the DC remains connected to the Utility. Reference LC annual
hourly profile is provided in “Annexure 1 – Modelling Assumptions”.
The key objective is to deliver power during LC requests by utilizing the Solar PV + BESS system instead
of relying on backup generators at the line-up level. The microgrid is configured to operate in grid-
connected mode during LC events, compensating for the variance between the power provided by
the Utility and the power required by DC loads. The electrical demand of the DC can be met through
various combinations of power sources. For Phase 1, normal operation may involve the use of Solar
PV, supply from the Utility, or both. During LC events, the BESS is dispatched as and if required, with
the LV generator as the next option if the BESS is unavailable.
Once the primary objective is achieved, the implementation of Economic Dispatch (ED) becomes a
consideration. ED can be employed to optimize power usage, taking advantage of variable Time-of-
Use Utility tariff to enhance the system's overall benefits. If the BESS is utilized outside of LC events
for Time-of-Use arbitrage opportunities, the system must consider the charging requirements for the
upcoming scheduled LC event. Additional information on the cycling of BESS and Solar PV is provided
in Annexure 2 – Technical Narrative.
It is important to note that the BESS can be charged by both the Solar PV system and the grid to
ensure capacity and lowest cost of energy (i.e. highest savings). Table 1 summarizes the preferred
power sources for Phase 1, aligning with the outlined objectives of LC mitigation. Phase 2 will
subsequently focus on achieving islanded operation of the system to address LS events.

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Rank Operating Mode Utility Solar BESS LV Description

PV Gen
1 Solar PV only (*) X
2 Solar PV + Utility X X
3 Utility only X
4 Utility + Solar PV + X X X Load Curtailment event triggers BESS to
BESS supply power loss from grid.
5 Utility + BESS X X Load Curtailment event triggers BESS to
supply power loss from grid.
6 Utility + Gen X X Load Curtailment occurs, but BESS does
not have sufficient energy to support the
gap in grid power.
Table 1 - Phase 1 Power Source Hierarchy

(*) Solar PV with utility connection for reference only, Solar PV is supplying power for the entire data center load.

Amazon typically receives notification from the Utility via a phone call eight hours prior to any LC
events, with a minimum warning time of 2 hours. The DC operator will then communicate the LC
request details to the Solar PV + BESS System via hardwire interface located in the DC. The dispatch
algorithm must factor in the LC profile and adapt its operations to address the specified load
reduction during the identified timeframe. The Microgrid Controller (MGC) anticipates and prepares
for LC events, ensuring the timely activation of the microgrid to seamlessly support the loads in the
face of curtailment.
Moreover, the current Utility tariff structure includes two daily peak prices, one in the morning and
another in the evening (refer to Figure 2). The BESS dispatch algorithm is expected to incorporate
this tariff structure into its decision-making process. If the BESS is dispatched multiple times per day,
the Bidder must account for this frequency in calculations related to Round Trip Efficiency (RTE), End
of Life, and overall losses. This holistic consideration ensures accurate assessments and adjustments
based on the dynamic tariff structure, contributing to the optimal performance and sustainability of
the System.
Phase 2 will subsequently focus on achieving islanded operation of the system to address LS events.

Figure 2 - Eskom Peak, Standard and Off-peak hours

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3.2. Phase 2: Grid-Islanded Mode for Load Shedding Avoidance

In Phase 2 of the project, the System is required to extend its functionality to provide support during
LS events initiated by the Utility, where the entire DC loses Utility connection (i.e. no power is
imported, no voltage and frequency reference are available). Alongside grid-connected operation,
the System must be capable of operating in a grid-islanded mode, ensuring a continuous power
supply to the DC.
The primary objective for Phase 2 is the reduction of backup diesel generator run hours, to ensure
diesel generators run under 250 (two hundred and fifty) hours per year (per generator) and are
started under 50 (fifty) times per year (per generator).
During LS events in Phase 2, power source combinations may include Solar PV + BESS, BESS alone,
Solar PV + BESS + generator, or, as a last resort, generators only. This flexibility ensures optimal
utilization of available resources under varying operational conditions, contributing to the resilience
and efficiency of the System.
Table 2 outlines the preferred backup power sources for Phase 2, considering the diverse
requirements during LS events. Notably, during Phase 2, and beyond the requirements for Phase 1,
the incorporation of a Grid Code compliant islanding mode and Black Starting capability is essential.
The microgrid must be capable of independently starting and supplying power to the entire DC in the
absence of the Utility grid. The plant control systems proposed must be capable of establishing an
islanded state and continue to generate and provide the required operational energy requirements
while maintaining the specified quality requirements without operator intervention, during grid
separation or quality excursion events (as per the microgrid controller and grid forming inverter
specifications provided under Annexure 7 – Technical Specifications). In the event that the microgrid
does not successfully separate and operate in an islanded mode, the plant control systems and
electrical hardware proposed must be capable of restarting itself and establishing generation to
power the operational requirements without external support. Please refer to Annexure 7 –
Technical Specifications for an exhaustive list of requirements.
The Bidder is tasked with sizing the system accordingly and implementing a methodology to mitigate
inrush currents during Black Start. Medium Voltage generator (MV Gen) is indicated as an option if
the Bidder determines that a rotating machine is required to ensure system stability and Black Start
capability in grid islanded mode.

Rank Operating Utility Solar BESS MV Gen LV Gen Description

Mode PV (*)
7 Solar PV + X X
BESS
8 BESS only X BESS supports full data center
load until battery is depleted (or
until a predetermined SOC).
9 BESS + Gen X X X If BESS cannot support full data
center load, part of the load is
shifted to diesel generators.
10 Gen only X X All lineups are shifted to diesel
generator power only.
Table 2 - Phase 2 Backup Power Source Hierarchy

(*) If needed for Black Start operation.

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4. Project Status: Prefeasibility Study, Development to Date

4.1. PFS System Sizing

Amazon and CRESCO (external consultant) have conducted concept-level and prefeasibility study
(PFS) level technical and financial modelling for a System using Solar PV + BESS. Several scenarios and
sensitivities were developed.
The PFS Level optimal System sizing in the PFS modelling revealed the following estimated sizing for
the System at each operation for each phase, which would meet the Project’s power supply
requirements at minimal cost and maximum energy cost savings:
- Phase 1: 13MW Solar PV + 8MWh BESS
o This optimal size was established out of the assumption that the DC is a participant of
Eskom's LC program.
o When developing this scenario, an LC profile was developed by a combined effort of
Amazon and CRESCO. This LC profile is provided in “Annexure 1 – Modelling
Assumptions”, and it should be used when developing a Proposal.
- Phase 2: 20MW Solar PV + 22MWh BESS (planned for later)
o This optimal size was established out of the assumption that the DC is not a participant
of Eskom's LC program and instead is exposed to Eskom's LS. This scenario assumes
that Amazon is thus exposed to larger load reduction requirement matching LS
intensity of the year 2023 (i.e. circa 30% annual load reduction).
o When developing this scenario, an LS profile was developed by a combined effort of
Amazon and CRESCO. The relevant LS profile is provided in – “Annexure 1 – Modelling
Assumptions”.
A more detailed explanation and summary of the financial modelling results and the assumptions used
in that exercise can be found in “Annexure 1 – Modelling Assumptions”, including the characteristic
DC load profile and proposed LC and LS impacts. Please note that these are to be assumed to be the
same for both Projects.

4.2. Project Site Selection, Fatal Flaw Investigations

Amazon, AECOM (environmental consultant) and CRESCO (external consultant) jointly conducted a
siting viability exercise for all three Amazon operations. Various site options were reviewed, and all
non-viable sites discarded.
The shortlisting exercise resulted in viable site options whereby an on-site or near-site System could
be connected behind-the-meter for only two of the three of Amazon’s operations, namely the CPT060
Project and the CPT061 Project. Refer to Table 3 below.
AECOM’s Fatal Flaw Report investigation, together with Amazon and CRESCO, have reached an initial
estimate that the maximum potential land area that could be developed on the Project Sites could fit
at least the Phase 2 project sizing initially estimated in the technical and financial modelling, and could
likely fit more capacity on each Project Site.
AECOM’s Fatal Flaw Report investigation reveals that for the CPT060 Project, an Environmental
Authorization (EA) Amendment to an existing Environmental Impact Assessment (EIA) may be
sufficient in terms of the primary permitting required for this Project, whereas for the CPT061 Project,
a full EIA would be required.

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The below table summarizes the two Projects, the Project Sites provided for each, the solution and
the main permitting requirements for CPT060 and CPT061 respectively. In the following Sections, 4.2.1
and 4.2.2 respectively, a more detailed list of approvals, consents and permits is provided, extracted
from AECOM’s initial Environmental Fatal Flaw Assessment (EFFA) reports, also included as Annexures
3A and 3B. Each bidder, however, is required to perform its own due diligence on this initial fatal flaw
screening exercise of the Project Sites, and the EFFA is therefore provided for information purposes
only.
Amazon DC Project Site(s) Status Solution Permitting
Requirements
CPT060 – 1. BESS Site 1 Sites screened and selected; Behind-the-meter, EA Amendment
Cape Town 2. Solar PV Site 1 Environmental Fatal Flaw grid-connected Solar likely required
Film Studios 3. Vergenoegd Solar PV Assessment (EFFA) conducted PV+BESS Microgrid
CPT061 – 1. Welbeloond Sites screened and selected; Behind-the-meter, Full EIA
Atlantic Hills 2. Karoo Trust Environmental Fatal Flaw grid-connected Solar required
3. Limited Use Assessment (EFFA) conducted PV+BESS Microgrid
4. Wetland
CPT062 – Not included Sites screened; no options Solution pending N/A
Brackenfell deemed viable that would enable
a behind-the-meter solution
Table 3 - Overview of DC operations, Project Site options

4.2.1. CPT060 – Cape Town Film Studios

The location of the DC is in Figure 3, the proposed locations for the BESS and the Solar PV are shown
in Figure 4.
Site Coordinates
CPT060 -34.02748550158396, 18.721013411227336
BESS -34.028609, 18.721957
Solar PV 5 sites are possible, see Figure 4
Table 4 - CPT060 DC and Identified Project Site Coordinates

Figure 3 - CPT060 DC Location

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Figure 4 - CPT060 BESS and Solar PV Proposed Locations

AECOM conducted the EFFA on Project Site options for a behind-the-meter System to be located
adjacent to CPT060. The complete EFFA report (“CPT060 Land Assessment for Solar PV & BESS”) is
included in this RFP as “Annexure 3A – CPT060 Site Fatal Flaw Assessment”.
Two separate areas have been identified for development, the Cape Town Film Studios sites west of
Baden Powell Drive, and the Vergenoegd site east of Baden Powell Drive.
The BESS is planned adjacent to the DC, with Solar PV on the remaining plots. Test fits indicating the
maximum permissible development area have been undertaken for both the BESS and Solar PV and
are included in this RFP. These test fits avoid servitude areas, building line setbacks, and
environmentally sensitive areas.
Privately owned power lines will be used to connect the individual Solar PV installations to the BESS
site, and from there to the DC. For the Vergenoegd site, this connection needs to cross Baden Powell
Drive. For the sites east of Dune Road and north of Film City Boulevard, the connections need to cross
Dune Road.

[Link]. CPT060 – Cape Town Film Studios: Approvals

The following approvals are likely to be required for the Project and Project Sites:
- Environmental
o NEMA (EIA): AHJ is the Department of Forestry, Fisheries and the Environment (DFFE)
o Water use Licenses: AHJ is the Department of Water and Sanitation (DWS)
o Heritage Impact Assessment and if applicable, approvals: Heritage Western Cape
(HWC)
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o Environmental Management Programme: DFFE

o Approval of the Project final development layout: DFFE
o Service agreement for the supply of potable water, solid waste disposal and effluent
disposal services: Local municipality
o Consent to obtain water services from an entity other than the municipality: Local
municipality
o Biodiversity Permits: Department of Environmental Affairs
o Civil Aviation Approval: Civil Aviation Authority
o Evidence that all electronic communication network licensees in the area of the
Project Site have confirmed no objection: Electronic communication network
licensees (e.g. Telkom, MTN, Cell C, Vodacom, Sentech, South African Weather
Services, South African National Defence Force).
o Consent from the South African Square Kilometre Array Project office.
o Confirmation that no Conservation of Agricultural Resources (CARA) consents are
required and if required, such consents: Department of Agriculture, Environmental
Affairs, Rural Development and Land Reform.
o Consent under section 53 of the Mineral and Petroleum Resources Development Act:
Department of Mineral Resources and Energy.
o Consents required under the applicable bylaws: Dependent on the relevant bylaws.
- Rezoning: Local municipality
- Site Development Plans: Local municipality
- Building Plans (Substation): Local municipality
- Land agreements (Provincial, COCT, Private, ESKOM)
- Servitude registrations: Local municipality
- Road crossings: Local municipality, Provincial Roads Administration
- Connection and Use of System Agreement (CUOSA): Utility
- Self-build Agreement (should the project owner be required to build infrastructure to be
handed over to the utility): Utility
- Amendment to existing Energy Supply Agreement for the excess energy, as required: Utility
- Grid Impact Study (approval for grid code compliance will be needed from the Renewable
Energy Technical Evaluation Committee (RETEC) for the Eskom sites and the COCT Electricity
Department for the other site). Also included are Protection studies, Power quality: Utility
- Generation registration: NERSA

[Link]. CPT060 – Cape Town Film Studios: Environmental Authorization Timeframes

Environmental Authorizations (EA) were previously approved for all Project Sites under investigation
for CPT060. The proposed CTFS sites were previously authorized as per the Amended EA (reference
14/3/1/1/A4/74/0402/19, dated 22/01/2021), whereas the Vergenoegd site was previously
authorized for the proposed development of a Business Park (Amended EA:
16/3/3/5/A3/54/2049/21).

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Based on the proposed change in nature and scope of development, a Part 2 Amendment Application
is likely to be required. Timeframes associated with a Part 2 Amendment Application are outlined
below:

Scenarios Content of Part 2 Amendment:

Component Description
Best Case Comment Worst Case Comment The applicant must within 90 days of
Scenario Scenario receipt by the competent authority
of the application made, submit to
Compilation Review of existing 45 days Subject to 75 days Subject to the competent authority (DEA&DP) -
of environmental change based change based (a) a report, reflecting- (i) an
Application authorizations on amount on amount assessment of all impacts related to
Form and (EA), research into and and the proposed change; (ii)
Part 2 the scope of the completeness completeness advantages and disadvantages
Amendment proposed project, of information of associated with the proposed
Application. potential impacts, received from information change; and (iii) measures to ensure
and proposed project team received avoidance, management and
mitigation and specialists. from project mitigation of impacts associated
measures. This team and with such proposed change; and (iv)
will also include specialists. any changes to the EMPr; which
the undertaking of report- (aa) had been subjected to a
specialist studies public participation process, and
(updates to (bb) reflects the incorporation of
existing specialist comments received, including any
studies and comments of the CA, (b) a
possibly notification in writing that the
undertaking new report will be submitted within 140
studies based on a days of receipt of the application by
change in the the competent authority, as
nature of the significant changes have been made
proposed or significant new information has
development) been added to the report, which
Submission Application form 30 days Should the 60 days [30 Should the changes or information was not
to the and Draft Part 2 (legislated Application days for the Application contained in the report consulted on
competent Amendment public Form and Part Application Form and during the initial public participation
authority Report can be participation 2 Amendment form and 30 Draft Part 2 process contemplated in sub
(DEA&DP) submitted process - Application days for Amendment regulation (1)(a) and that the
and simultaneously (to PPP) Report be legislated Report need revised report will be subjected to
Interested expedite the submitted PPP]. to be another public participation process
and process) simultaneously submitted of at least 30 days.
Affected (= 30 days) separately.
Parties
(I&APs) for
comment.

Amendment Required to 3 days No comments 30 days Based on the

of Draft Part address received number and
2 Report comments raised type of
and on the draft comments
compilation report and received.
of Final Part incorporate any
2 changes into the
Amendment Final Part 2
Report Amendment
Report.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Request to Should comments N/A N/A 50 days Significant

extend received from the information
submission DEA&DP and/or is required to
period. &APs require be
"significant" incorporated
changes, into the Final
additional time Report (e.g.,
will be required to additional
amend the draft specialist
report. A study, etc.)
notification to
request an
extension must be
submitted to the
DEA&DP to
extend the
submission period
by 50 days. As
significant
information will
need to be
incorporated into
the Final Report,
an additional
round of public
participation is
required
(minimum 30-day
legislated period).
The previous,
legislated 90-day
timeframe is then
extended by 50
days to 140 days.

Submission Final Report must 107 day This is a 107 day This is a
to DEA&DP be submitted to legislated legislated legislated legislated
for decision- the competent timeframe timeframe. timeframe timeframe.
making. authority. Final for the for the
Part 2 DEA&DP to DEA&DP to
Amendment grant or grant or
Application must refuse refuse
be submitted to amendment amendment
the DEA&DP to EA to EA
within 90 days (or
140 days if an
extension is
requested) from
the date that the
application form
was submitted to
the DEA&DP.

Notification Registered I&APs 1 day This is a 14 days This is a

of all I&APs must be notified legislated legislated
of appeal of the CA's timeframe. timeframe.
period decision to grant
or refuse the
amendment
application within
14 days from the
date that the
decision was
issued/received.

Appeal The appeal period 20 days This is a 20 days This is a

Period is generally 20 legislated legislated
days but may be timeframe. timeframe.
subject to change
based on
assessing case
officer.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Appeals/ Appeals/ N/A No appeals are Indefinite Not legislated

Objections Objections are received
to CA's submitted to the
decision. Appeal
Administrator.
The
Environmental
Assessment
Practitioner (EAP)
will be notified of
submitted appeals
and contacted to
motivate the
validity of
received appeals.
The Appeal
Administrator will
then decide to (1)
accept the
motivation and
dismiss the
appeal(s) (and
retain its decision
on the
application), or (2)
dismiss the
motivation and
accept the appeal
(the applicant will
then need to
amend the report
with guidance
from the CA and
resubmit).

Total Timeframe ~ 6.5 months ~ 11.8 months (excluding

appeal period)

Table 5 - CPT060: EA Timeframes: Anticipated Part II Amendment Application

Water Use Authorization. Subject to receipt of all information from the project team, the full WULA
process can take up to 153 – 300 days, whereas a GA process has the potential to be concluded within
30 – 60 days.
Please note that timeframes may be subject to change based on, but not limited to, whether the
competent authority responds within the legislated timeframes, the nature and type of comments
received on the applications, whether the proposed development is excluded as per the recently
adopted regulations (i.e., exclusion of BESS and Solar PV developments from requiring an EA based on
meeting various criteria), time taken for the project team to respond to comments received, etc.
The major issues to be resolved are as below. For the fatal flaw table, it has been assumed that the
red and yellow flags can be resolved to green.

[Link]. CPT060 – Cape Town Film Studios: Fatal Flaw Review

- The Cape Town Film Studios land is zoned Mixed Use, and Solar PV is not a recognized use.
Departure application required; outcome unknown at this stage but assuming this is possible.
- All the connections from Solar PV north of Film City Boulevard will cross Erf 41970 which is Film
City Boulevard/Dune Road. Vergenoegd connection will cross Baden Powell Drive. The City’s Roads
Department will not allow linear private electrical infrastructure in the road reserve, but still to
confirm if a crossing will be allowed.
- NERSA has provided an exemption for a distribution license as no third-party properties are
traversed, also with the understanding that the properties either side of Baden Powell Drive will
be “joined” by a notarial tie.
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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Environm
Land Parcel Erf name/number Connection Land Zoning Floodlines ental Geotech

CPT060 BESS Site 1 Remainder Erf 41968

CPT060 Solar PV Site 1 Remainder Erf 41969

CPT060 Vergenoegd Solar PV (Site

Portion
2) 15 of Farm 653

Table 6 - CPT060 Fatal Flaw Table

4.2.2. CPT061 – Atlantic Hills

The location of the DC is in Figure 5, the proposed locations for the BESS and the Solar PV are shown
in Figure 6.

Site Coordinates
CPT061 33°48'51.09"S; 18°32'54.87"E
BESS 33°48'46.05"S; 18°32'59.73"E
Solar 33°48'33.95"S; 18°33'16.84"E
Welbeloond
Site
Solar Karoo 33°47'8.36"S; 18°33'29.74"E
Trust
Solar PV 33°48'25.06"S; 18°33'1.31"E
Limited Use
Table 7 7- CPT061 DC and Identified Project Sites Coordinates

AECOM conducted an EFFA on Project Site options for a behind-the-meter System to be located
adjacent to CPT061. The complete EFFA report (“CPT061 Land Assessment for Solar PV & BESS”) is
included in this RFP as “Annexure 3B – CPT061 Site Fatal Flaw Assessment”.
Two separate areas have been identified for development, namely the site immediately adjacent to
the DC for the BESS, and then a number of options immediately to the north for the Solar PV site. The
proximity of the Solar PV sites to the BESS enables a privately-owned power line from the Solar PV
sites to the BESS site and the load.
Various land parcels are currently being considered by Amazon to arrive at an optimal solution. This
includes the adjacent Welbeloond site, and more than one potential portion of the Vissershok 957 erf
adjacent and to the north.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Figure 5 - CPT061 DC, and CPT061 BESS and Solar PV Proposed Locations

Figure 6 - CPT061 DC, and CPT061 BESS and Solar PV Proposed Locations

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

It is expected that a distribution license will not be required by NERSA as the power lines will not
traverse third-party property, with the exception of municipal land.

[Link]. CPT061 – Atlantic Hills: Approvals

The following approvals are likely to be required for the Project and Project Sites:
- Environmental
o NEMA (EIA): AHJ is Department of Forestry, Fisheries and the Environment (DFFE)
o Water use Licenses: AHJ is Department of Water and Sanitation (DWS)
o Heritage Impact Assessment, and if applicable, approvals: Heritage Western Cape
(HWC)
o Environmental Management Programme: DFFE
o Approval of the Project final development layout: DFFE
o Service agreement for the supply of potable water, solid waste disposal and effluent
disposal services: Local municipality
o Consent to obtain water services from an entity other than the municipality: Local
municipality
o Biodiversity Permits: Department of Environmental Affairs
o Civil Aviation Approval: Civil Aviation Authority
o Evidence that all electronic communication network licensees in the area of the
Project Site have confirmed no objection: Electronic communication network
licensees (e.g. Telkom, MTN, Cell C, Vodacom, Sentech, South African Weather
Services, South African National Defence Force).
o Consent from the South African Square Kilometre Array Project office.
o Confirmation that no Conservation of Agricultural Resources (CARA) consents are
required and if required, such consents: Department of Agriculture, Environmental
Affairs, Rural Development and Land Reform.
o Consent under section 53 of the Mineral and Petroleum Resources Development Act:
Department of Mineral Resources and Energy.
o Consents required under the applicable bylaws: Dependent on the relevant bylaws.
- Rezoning: Local municipality
- Site Development Plans: Local municipality
- Building Plans (Substation): Local municipality
- Land agreement (Provincial, CoCT, Private, ESKOM)
- Servitude registrations: Local municipality
- Road crossings: Local municipality, Provincial Roads Administration
- C2, Connection and Use of System Agreement (CUOSA): Utility
- Self-build Agreement (should the project owner be required to build infrastructure to be
handed over to the utility): Utility
- Amendment to existing Energy Supply Agreement for the excess energy, as required: Utility

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

- Grid Impact Study (approval for grid code compliance will be needed from the Renewable
Energy Technical Evaluation Committee (RETEC) for the Eskom sites and the COCT Electricity
Department for the other site). Also included are Protection studies, Power quality: Utility
- Distribution License, or exemption: NERSA
- Generation registration: NERSA

[Link]. CPT061 – Atlantic Hills: Environmental Authorization Timeframes

Basic Assessment process, from the date that the application is submitted to the date that the
application is decided, should take between 202 and 252 days, depending on whether the competent
authority has been notified by the applicant that an additional 50 days would be required.
Scoping and EIR process, from the date that the application is submitted to the date that the
application is decided should take between 305 and 355 days, depending on whether the competent
authority has been notified by the applicant that an additional 50 days would be required.
Water Use Authorization. Subject to receipt of all information from the project team, the full WULA
process can take up to
153 - 300 days, whereas a GA process has the potential to be concluded within 30 - 60 days.
Please note that timeframes may be subject to change based on, but not limited to, whether the
competent authority responds within the legislated timeframes, the nature and type of comments
received on the applications, time taken for the project team to respond to comments received, etc.

[Link]. CPT061 – Atlantic Hills: Fatal Flaw Review

The major issues to be resolved are as below. For the fatal flaw table, it has been assumed that any
red and yellow flags can be resolved to green.

Land parcel Erf Connection Land Floodlines Environmental Geotech

name/number Zoning

CPT061 Erf 47, Atlantic

Atlantic Hills Hills
(BESS)

Welbeloond RE of Farm
Site 1537

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Karoo Trust RE of Portion 9

of Farm
Visserhok, No
957 and RE of
Farm
Visserhok, No
957

Limited Use RE of Farm

Buffels
Vermaak, No.
212

Table 8 - CPT061 Fatal Flaw Table

4.2.3. CPT062 – Brackenfell

The fatal flaw analysis conducted by AECOM for available sites proximate to CPT062 identified several
unsurmountable risks for developing a behind-the-meter-connected System which were considered
fatal flaws; therefore, no further consideration is given to this DC at this time.
Amazon and its partners continue to try to resolve this issue, however for the purposes of this RFP,
only CPT060 and CPT061 have been approved to proceed for development. While CPT062 has been
excluded from the scope of this RFP, Amazon reserves the right to expand the scope to include CPT062,
if required.

4.3. Excess Energy

The initial feasibility work indicates excess energy during the summer months due to the irradiation
profiles in the Western Cape. Amazon requires that this consideration be part of the overall design
and that the Seller be responsible for managing excess energy not consumed by the DC, including by
means of curtailment of generation or the sale of this excess energy via the grid.
Note that CPT060 and CPT061 have recently transitioned to HV (132kV) with onsite HV infrastructure
installed providing the power to our DCs. Consequently, on both CPT060 and CPT061 there are now
immediately adjacent Eskom owned MV substations (12MW) that will have spare customer bays. An
opportunity exists to export the excess energy outside of the DC’s main metering and this opportunity
is requested to be explored as part of the Proposal.

5. Project Schedule
The Project Schedule below is an indicative timeline and conveys Amazon’s aspirations as far as the
timelines align with its strategic business objectives. Amazon may, at its sole discretion, amend the
Project Schedule. Amazon shall not incur any liability whatsoever arising out of amendments to the
Project Schedule. Amazon shall give notice of changes to the Project Schedule, if any. The timelines
for the implementation of Phase 2 will be considered post Financial Close of Phase 1.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

Period No. Milestone Date

Development Period 1.1 Commencement of Development Period January 2025
1.2 EA Amendment Submission End January 2025
1.3 Design Fatal Flaw Sign-off April 2025
1.4 Financial Model alignment (pre-tariff) End April 2025
1.5 PPA Proposal (binding tariff and full technical design) August 2025
1.6 Phase 1 PPA Approval Process Commencement September 2025
PPA Period 2.1 Phase 1 PPA Signature December 2025
2.2 Phase 1 Financial Close March 2026
2.3 Phase 1: EPC Notice to Proceed April 2026
2.4 Phase 1 Commercial Operation December 2026
Table 9 9- Project Schedule

The above table is prepared for the expected timelines for CPT060, as the CPT060 Project is expected
to only require an EA Amendment. The CPT061 Project timeline may be adjusted based on required
time for the full EIA process, however the target date for Commercial Operation Date currently
remains as December 2026.

6. Procurement Approach
For procurement purposes, each Project (i.e. the CPT060 Project and the CPT061 Project) will be
treated on its own merits.
For each Project, Amazon seeks to: (1) appoint a Development Partner to develop the identified
Project Sites to PPA readiness, by entering into a Project Development Agreement (PDA) with the
Preferred Bidder selected by this RFP, and (2) subsequently enter into a PPA for Phase 1 of the Project
with the Development Partner at the appropriate time and as a condition precedent to Financial Close,
subject to the Development Partner meeting Amazon’s technical and commercial requirements.
Notwithstanding the foregoing, Amazon reserves the right to alter this contractual structure based on
the bids received and the Preferred Bidder selected by this RFP who may be required to directly sign
a PPA with Amazon or other contractual arrangement.
The System will be built in a phased approach, with Phase 1 of the Project being delivered first, and
Phase 2 of the Project to be triggered at the appropriate time at Amazon’s discretion based on its
preferences and needs.
While the estimated Project sizing confirmed by Amazon shows distinct sizings for each Phase, it is
important to note that for Project permitting purposes, Amazon will require the Development
Partner to procure permission for the maximum possible System at the identified Project Sites,
allowing for the System to be scaled to the size required for Phase 2 of the Project when needed.
Provided that Amazon does not exercise its right to enter into a PPA with an alternative IPP, the
intention is for the selected Development Partner to automatically transition into the PPA
counterparty for the Project as the Project advances in development and prior to Financial Close,
noting that the Development Partner will be required to demonstrate competitiveness, alignment
with market-standard preferences, and compliance with Amazon’s technical and commercial
requirements to ensure its transition into the PPA counterparty.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

The Development Partner will be required to develop the identified Project Sites at its own cost up to
“shovel-readiness”. Provided that Amazon has not exercised its right to enter into a PPA with an
alternative IPP, the Development Partner will further be required to finalize a PPA, raise finance,
construct the System, operate and maintain the System, and supply power to the Amazon operation
under a PPA.

6.1. Development Period

During the Development Period, the Sponsor and the Development Partner will work together and
expend reasonable endeavors to develop the Project Sites to PPA readiness, working towards the
common goal of achieving Financial Close for the Project.
While the initial, PFS-level project sizing confirmed and approved by Amazon is listed under Section
4.1 in the two Phases, it is important to note that each Project should be developed to its maximum
potential project sizing in relation to the Project Sites secured, to enable the future development and
deployment of Phase 2 of the Project, and allow for potential future [Link] Parties shall
establish a steering committee represented by both Parties that will monitor the development of the
Project by the Development Partner during the Development Period.
The Development Partner will be responsible for all development activities related to the Project. The
Sponsor will require the Development Partner to provide an exhaustive list of development activities,
and develop, maintain and follow a detailed activity schedule. The final activity schedule will be agreed
with the Preferred Bidder and appended to the PDA.
The Sponsor will secure the land for the Project Sites, which will be made available to the Development
Partner for development. Land rights and access to the Project Sites will be granted or transferred to
the Development Partner at the appropriate time.
The Development Partner must be willing and able to fund the development activities for the Project
and invest 100% of the development cost, preferably on balance sheet from reserves. The
Development Partner will conduct all required surveys and assume full site risks (similar to own
developments). The Development Partner must conduct their own due diligence related to all
technical and other site location risks including, but not limited to, local communities’ expectations,
site security, access, traversal and other risks.
During the Development Period, the Development Partner appointed for each Project will be
responsible for the critical tasks listed (on a non-exhaustive basis) below. The Sponsor and
Development Partner shall agree the requirements for developing the Project to PPA readiness under
the PDA.
- Approvals – secure and maintain all licenses, permits, consents and authorizations with
statutory agencies and third parties related to the use of each of the Project Sites for the
construction of the Project and all associated activities (the “Project Approvals”), including
the costs associated with the preparation of the applications, making the applications as well
as any related activities to ensure that the applications are being processed by the relevant
authorities and any expediting activities related to obtaining such within the specified
timelines.
o The Project Approvals are to be put in place by the required Financial Close date, and
the Development Partner must commit to this under the PDA.
o For the sake of clarity, it will be the Development Partner’s responsibility to, and the
Development Partner will be required to make a declaration in this regard, that all
permits, licenses, approvals, permits, authorizations and consents will be in place by
the required Financial Close date.

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- Mitigation Plan – implement adequate measures to ensure that the following risks identified
by the Sponsor (which could affect the timeous execution of the Project), and any other risks
that the Development Partner considers material, are mitigated:
o Timeline for long lead items.
o Suitability of the identified Project Sites for the Project.
o Grid Connection capacity.
o Timeline and rules for Budget quote from Eskom and pricing impact.
o Suitability of Project costs and PPA tariff for the Buyer.
o Timeline for obtaining NERSA generation registration.
o Timeline and process for obtaining distribution license exemption with NERSA
(applicable for CPT061 Project).
- Grid Connection Points – conduct studies into the adequacy and compliance with the Grid
Code of the existing connection, including:
o Eskom Cost Estimate Letter and/or Budget Quote for connection to the Eskom and/or
COCT grid for wheeling;
o Grid capacity and stability studies supporting the Eskom quote confirming suitability
of and strength of connection; and
o All necessary Eskom approvals to physically connect to the grid.
- Energy System Modeling – create a detailed model (“digital twin”) of the PV + BESS microgrid
System, compliant with the specifications detailed in Annexure 7 – Technical Specifications.
o The model shall be reviewed and approved by the Sponsor during the follow-on
design phases and used as a basis for final System sizing.
o Once the system is deployed and operational, this model shall serve as a benchmark
to compare measured system performance against expected system performance.
- Complete Technical Design – develop and propose the final design of the System (and any
associated infrastructure) in accordance with Amazon requirements and global prudent
industry practices.
o The Development Partner will make a final determination and proposal for the
optimal sizing of the System, conducting required studies and making appropriate
assumptions (as agreed with the Sponsor), including but not limited to: energy yield
studies, forecasted LC/LS profile and, DC demand profile.
o The Development Partner, in coordination with the Sponsor, will develop, complete
and submit a detailed technical design for the System, in line with the required System
specifications detailed in “Annexure 7 – Technical Specifications”. The Development
Partner shall document all deviations and exclusions with the System specifications
referenced by the Sponsor.
▪ The Development Partner will participate in regular (e.g. fortnightly) design
reviews with the Sponsor via teleconference. The time allowed for each
Design Review shall be approximately 1 (one) hour. This will be required to
achieve the Design Fatal Flaw Sign-off milestone, in advance of the PPA
Proposal, which will include the binding full technical design.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

▪ An in-person design review is expected before the 100% design release. A

Project Site visit is also expected before the design activity and site presence
shall be required for pre-COD testing.
- Open-book Dynamic Financial Model – develop and maintain an open-book financial Excel
model for the Project, to provide the Sponsor with full and itemized transparency into the
Project costs and all value streams anticipated for each year of the Term.
o The Development Partner will maintain an open-book financial model for the Project
using the Key Financial Terms agreed through the Development Period.
o The financial model will inform the initial RFP PPA tariff and onto the Financial Close
tariff, and the Development Partner will provide regular updates to the Sponsor
regarding any changes to the Project costs, revenue streams and the PPA tariff.
o This model will be audited pre-Financial Close for both accuracy and accounting tax.
The model auditor is expected to have a duty of care to both the lenders (if any) and
the Sponsor to ensure transparency on the PPA tariff.
- PPA Terms – Finalise the PPA to the satisfaction of the Buyer (and lenders, if any).
o The Development Partner and Sponsor will negotiate the terms of a PPA.
o The Development Partner will ensure that all commercial requirements for entering
into a PPA with the Buyer are fulfilled (e.g. Project ownership structure, EPC and O&M
requirements).
- Funding – develop a bankable business case for the Project.
o The Development Partner will develop a funding strategy and engage with potential
lenders for the Project (if any required) in a timeous manner, to ensure Financial Close
can be achieved by the required date.
- Project Company – incorporate a Project SPV solely for purposes of undertaking the Project.
The Project SPV will be the entity which supplies electricity to the Buyer under the PPA.
- Guarantee of Performance – provide a Development Security equal to ZAR 1,000,000/MW
(one million rand per megawatt) in the form of a letter of credit from a qualified institution,
as security for the proper performance of the Development Partner during the Development
Period.
o The Development Security shall be available and effective for the Sponsor for the
duration of the Development Period and shall be in the form provided in “Annexure
10 - Inbound LoC Template”.

6.1.1. PPA Proposal

Amazon’s intent is to enter into a PPA as a condition precedent to Financial Close, which will be
negotiated and agreed with the Development Partner during the Development Period.
The key terms of the PPA will be in the same form accepted by the Development Partner during this
RFP process via the PPA Term Sheet and; Amazon reserves the right to not agree to any changes to
the PPA Term Sheet agreed with the Development Partner at the RFP stage. Amazon has the right to
not award the PPA to the Development Partner should the Development Partner fail to comply with
the terms in the agreed PPA Term Sheet or any of the other requirements relating to the awarding of
the PPA set out in this RFP.

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Request for Proposals: Renewable Energy Microgrid Projects In South Africa

For the purposes of final approvals for proceeding with the developed System and executing the PPA,
no later than 6 months prior to the target Financial Close of the Project, the Development Partner will
prepare and formally submit to the Sponsor the PPA Proposal comprising of the following:
- Binding PPA tariff, as informed by the finalized version of the Project’s open-book financial
model;
- Binding full technical design and specifications, in the form of the required Technical
Submittals included in the System specifications (detailed in “Annexure 7 – Technical
Specifications”).
Amazon will seek internal approvals to ensure:
(1) commercial compliance – competitiveness and suitability of the proposed PPA tariff for
Amazon to deliver the expected financial benefits; and
(2) technical compliance – all design, engineering and operations requirements being met.
Once Amazon’s internal approvals have been fully obtained, the Sponsor will proceed to enter a PPA
with the Development Partner. The Sponsor and Development Partner will assume the roles of Buyer
and Seller under the PPA, respectively.
If Amazon’s internal approvals are not given, despite best endeavors by the Development Partner to
remediate any issues with the PPA Proposal to fulfill Amazon’s requirements as substantiated in the
PDA and PPA Term Sheet, Amazon reserves the right to either:
- call upon a Reserve Bidder to submit a PPA Proposal; or
- not award a PPA to any IPP and cancel the Project, if deemed necessary at its own discretion.
For the avoidance of doubt, entering into a PDA with any counterparty does not obligate Amazon to
enter into a PPA in respect of the Project.

6.2. PPA Period

The diagram below illustrates the Buyer’s anticipated Project structure post the Development Period
and at Financial Close.

Figure 7 - Project Structure post Development Period and at Financial Close

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Once the PPA has been executed, the Seller will proceed to achieve Financial Close within no more
than 3 (three) months of execution of the PPA. Financial Close will be a key milestone under the PPA.
The Seller’s responsibilities during the PPA Period will include, but will not be limited to, the following:
- Financial Close – secure the necessary funding for the construction and operations of the
Project by Financial Close.
o The Seller will be required to demonstrate by Financial Close that all the necessary
guarantees and/or bonds for any liquidated damages, and back-to-back guarantees
with the EPC contractor/s are in place to cover the plant performance guarantees
made to the Buyer.
o The Seller shall appoint the necessary EPC and O&M contractors for the construction,
operation, and maintenance of the System (and associated infrastructure) and
overseeing the construction and commissioning of the System in accordance with the
Project Timeline.
- Procurement – procure the equipment and associated infrastructure for the Project.
- Scope of Work (SoW) – complete the works described in “Annexure 6 – Scope of Work”, as
amended and in accordance with the Buyer’s requirements.
- Commercial Operation – cause the Project to achieve Commercial Operation on or before the
scheduled Commercial Operation Date (COD). Seller will provide a development security upon
signing of the PPA, and delays in achieving COD will result in delay damages to the Buyer.
Buyer may draw on the development security in an amount equal to the delay damages.
- Guarantee of Performance – in addition to the development security to be provided at PPA
signing, Seller will provide a security as a performance guarantee for the operations period,
post-commissioning of the System
o The Buyer will hold the Seller accountable for all aspects of the performance of the
System and associated infrastructure post commissioning of the System. At the COD,
the Seller will provide a performance security in the form of a letter of credit from a
qualified institution, as security for the proper performance of the Seller during the
operations period of the PPA. The performance security shall be in the form provided
in “Annexure 10 - Inbound LoC Template”.

7. RFP Objective
For each Project, Amazon seeks to select and appoint a Development Partner to own, develop,
finance, construct, operate and maintain the System to fulfil the Project Requirements.
For this RFP, Amazon intends to procure a Development Partner by entering into a PDA with the
Preferred Bidder for each Project as the end of this RFP process. This RFP is prepared and issued for
the purpose of setting out the requirements of and rules for participation in the procurement process
and selecting a Preferred Bidder.
Note: as detailed at Section 6, Amazon reserves the right to alter the final contractual structure based
on the bids received and the Preferred Bidder selected by this RFP who may be required to directly
sign a PPA with Amazon or other contractual arrangement.

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8. Tender Process, Instructions to Bidders

8.1. General

Bidders are to take note that all economic, environmental, and financial benefits will accrue to
Amazon.
Bidders are requested to provide the name and contact details of their authorized representative,
whose email address will be used throughout the RFP process as the Bidder’s contact person and who
will receive all official communication from Amazon, and who will be the only person who will be
allowed to communicate with Amazon.

8.2. RFP Confirmation

Bidders are requested to confirm receipt of this RFP and supporting documents, and that the
documents are in good order.
Bidders are required to confirm their participation in the RFP process in writing via email no later than
5 (five) business days after the Bidders’ conference for this RFP.

8.3. Bid Communications Protocol

Shortlisted Bidders will be invited to participate further in the RFP process. Bidder’s nominated
representatives will be contacted via their relevant email addresses and provided with the necessary
information and documentation. The RFP email address is AWS-SA-Microgrid-RFP@[Link], and
responses to enquiries will be sent from Amazon via this email address. No other channels of
communication will be used for the purposes of this RFP. All enquiries relating to this RFP must be
submitted via email and addressed to the above RFP email address.

8.4. Modification or Withdrawal of Proposals

Any Proposal may be withdrawn or modified by written request of the Bidder, provided such request
is received by Amazon electronically via email at the address above prior to the Proposal Submission
Deadline.

8.5. Nature of the Bidder and Bidder Composition

Bidders may form consortia or joint venture arrangements for the purposes of responding to this RFP.
Consortia and joint venture arrangements do not need to be incorporated legal entities for the
purpose of Proposal submission, however, Preferred Bidders are required to incorporate the Project
SPV prior to entering into the PPA and, in any event, by no later than Financial Close
Entities that are members of a bidding consortium and or entities that would be shareholders in the
Project SPV if not yet incorporated may not bid as part of another consortium or Bidder or participate
or be involved, whether directly or indirectly, with another Bidder. Third parties such as advisors,
contractors and or lenders (if any) are not subject to this restriction and may support more than one
Bidder, provided that appropriate measures and safeguards (including information barriers, if
required) are implemented to ensure that fairness of the bidding process is not compromised or
adversely impacted by supporting more than one Bidder.

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8.6. Proposals

Bidders are required to submit Proposals on or before the Proposal Submission Deadline. Early
submissions will be accepted.
Bidders are required to follow the requirements of this RFP in the preparation of their Proposals. All
Proposals are to be submitted electronically via email. All email correspondence shall be via the email
address provided.
Proposals shall remain valid for the duration of the Proposal Validity Period. Amazon may request that
the Proposal Validity Period be extended. Bidders may extend the Proposal Validity Period or elect to
withdraw from the RFP process at this point.
Bidders are permitted to partner with other industry professionals (third parties) to overcome any
resourcing and skills constraints for the purpose of presenting a Proposal, or any other legal reason
that will benefit the Project.

8.7. Proposal Submission Deadline

The Proposal Submission Deadline shall be 30 August 2024.

8.8. Proposal Validity Period

The Proposal shall be valid for a period of 120 (one hundred and twenty) days from the Proposal
Submission Deadline. Amazon may request that the Proposal Validity Period be extended from time
to time as deemed necessary.

8.9. Due Diligence

Bidders shall conduct their own investigations and due diligence assessments to establish the veracity
of the information provided in this RFP.

8.10. Briefing Notes

All Briefing Notes shall be released via email to Bidders that have been invited and have indicated that
they will participate in this RFP process.
Amazon may issue additional information regarding the RFP on an ad hoc basis, which information
shall be provided in the form of Briefing Notes which will be made available to all Bidders who are
participating in the RFP process.
Briefing Notes will be sequentially numbered and will indicate whether they supplement, vary, or
amend any portion of the RFP.
Bidders shall be obliged to accept any amendments specified in the Briefing Notes. All Briefing Notes
shall be deemed to be part of the RFP. Bidders must ensure that Proposals are prepared taking into
consideration the Briefing Notes issued by Amazon.

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8.11. Questions and Clarifications

Bidders can submit written questions electronically via email. Responses to questions will be made in
batches as soon as responses are available. Responses will be addressed to the nominated
representative of each Bidder. Please note that the Bidder that posed the question, the question and
Amazon’s response to the question will be shared with all Bidders. Only written questions via the
prescribed communication channel will be acknowledged and receive responses. Responses to
questions received from email addresses other than the official email address will not be considered
as official responses and cannot be used in the preparation of Proposals.
Bidders may raise questions or seek clarification regarding any aspect of this RFP at any time prior to
the RFP Clarification Deadline as detailed in Table 10 – RFP Schedule. However, Bidders are
encouraged to ensure the early submission of their requests for clarification in this regard. Amazon
cannot guarantee timeous responses to clarification questions delivered 10 (ten) business days or less
before the Proposal Submission Deadline.
Bidders shall submit all clarification questions to Amazon’s secure email address. A record of the
questions raised will be compiled by Amazon. It is the responsibility of the Bidder to identify in its
queries or requests for clarification which information it deems to be confidential to its Proposal and
which it does not wish to have communicated to other Bidders. The Bidder must give written grounds
for requesting such information to be treated as confidential. Amazon will decide at its sole discretion
whether such requests for confidentiality are valid or not and will act accordingly.
Amazon will endeavor in good faith to respond to all reasonable written queries and requests for
clarification raised by Bidders by way of written Briefing Notes. All such written queries and responses
will be circulated to all the Bidders and all responses from Amazon will be distributed from the RFP
secure email address to all the Bidders simultaneously. No telephone queries of any kind will be
entertained whatsoever. Responses to Bidder clarification questions will be circulated according to
the timelines described in Table 10 – RFP Schedule.
Amazon reserves the right not to answer or respond to any question, query, or request.
A no response given to a question or request for clarification will not have any status or impact on the
RFP, save to the extent that such a response is reflected in subsequent Briefing Notes to the RFP.

8.12. RFP Conference

The RFP Conference will be scheduled to give Bidders sufficient time to review the RFP and prepare
questions that may be able to be addressed at the RFP Conference. This is the first opportunity for
clarification questions to be posed.
An RFP Conference addressing key elements of this RFP will be held via a virtual meeting platform. A
Project Site visit is scheduled soon after the RFP Conference. Amazon may decide to combine the RFP
Conference and the Project Site visit as circumstances dictate. Please refer to Table 10 – RFP Schedule
for indicative dates for the RFP Conference and the Project Site visit.
Attendance to the RFP Conference and Project Site visit is not compulsory, however, the Bidders are
urged to attend as important Project information will be shared at the RFP Conference. The RFP
Conference shall be open to all invited Bidders and or their representatives. The RFP Conference will
provide an overview, including the intended commercial aspects, and will allow for a limited question
and answer session. Bidders would however be allowed to ask questions by submitting their
clarification questions electronically via email as per Section 8.11.

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8.13. Amendments

Amazon may issue Briefing Notes, at any time up to 5 (five) Business Days prior to the Proposal
Submission Deadline, electronically via email to all Bidders informing them of any amendments to this
RFP. The receipt of such Briefing Note by a Bidder shall be acknowledged promptly in writing by email.
A Bidder’s late receipt of any such Briefing Note or failure to acknowledge the receipt of any such
Briefing Note shall not relieve the Bidder of being bound by such amendments.
No amendment will be considered valid or binding on Amazon unless such amendment is made as
described in this Section. Bidders are cautioned that any amendment which is not given in writing by
Amazon cannot be relied upon. In order to afford Bidders reasonable time in which to take
amendments into account in putting together their consortia or preparing their Proposals, or for any
other reason whatsoever, Amazon may, at its sole discretion, extend the Proposal Submission
Deadline, or adjust the schedules of any of the other activities shown in Table 10 – RFP Schedule.

8.14. Language of Proposal

The Proposal and all related correspondence and documents shall be written in English. Supporting
documents and printed literature furnished by the Bidder with the Proposal may be in any other
language provided that a translation to English is provided for pertinent passages. Supporting
materials which are not translated into English will not be considered. The English translation shall
prevail in cases of inconsistency between the English translation and the original language. Proposals
must be clearly written and formatted in font size no smaller than 10.

9. RFP Schedule
Milestone Date
Issuance of RFP 21 June 2024
RFP Conference 4 July 2024
Project Site Visit (2x Projects) 18 July 2024
Deadline for submission of questions/clarification requests 25 July 2024
Responses to questions/clarification requests issued 1 August 2024
Proposal Submission Deadline 30 August 2024
Adjudication Period September 2024
Preferred Bidder Notification November 2024
PDA Signature & Development Security posted December 2024
Kick off Development Period Early January 2025
Table 10 10- RFP Schedule

Amazon reserves the right to amend the Tender Schedule at its discretion and will notify bidders in
the case of amendment.

10. Proposals
Bidders are expected to submit Proposals to partner with the Sponsor for the development of each
Project. Bidders may submit bids for either the CPT060 Project, the CPT061 Project, or both. Bidders
should submit a separate Proposal for each Project.

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The Bidder will need to ensure their Proposal complies with Phase 1 and Phase 2 of the Project, while
considering that only a PPA will be awarded for Phase 1.
The Bidder’s Proposal Documents for each Project must comprise of at least the items listed in Table
10, as detailed further in this Section 10.
Section Requirement Form(s) of Submittal
1 Administrative Administrative Checklist Schedule 1 – Administrative Checklist
Response
Executive Summary Appendix 1 – Executive Summary
Bid Proposal Letter Schedule 2 – Bid Proposal Letter
Bidder Company Profile Appendix 2 – Company Profile
Financial Position Appendix 3 – Annual Financial Statements
2 Bidder Bidder Experience Summary Schedule 3 – Experience Templates
Experience
Bidder Experience Letter Appendix 4 – Bidder Experience Letter
3 Technical System Sizing Study Appendix 5 – System Sizing Study
System Hourly Profile Schedule 4 – System Hourly Profile
Energy Yield Report Appendix 6 – Energy Yield Report
Technical Documents Appendix 7 – Technical Documents
Project Development Schedule Appendix 8 – Project Development Schedule
Fatal Flaw Due Diligence Appendix 9 – Site Due Diligence
4 Financial Key Financial Terms & Development Costs Schedule 5 – Financial Terms & Development Cost
Cash Flow Waterfall Schedule 6 – Cashflow Waterfall Template
5 Legal PDA Requested Changes Form Schedule 7 – PDA Requested Changes Form
PPA Requested Changes Form Schedule 8 – PPA Term Sheet Requested Changes Form
Table 11 11- List of Proposal Items

10.1. Executive Summary

Bidders are required to submit a brief executive summary, maximum 5 (five) pages, addressing the
following:
- The members/shareholders of the Bidder, including, if applicable, the consortium or joint
venture members;
- The proposed Project structure diagram showing ownership (including B-BBEE ownership) of
the Project SPV;
- The proposed Bidder Reference Name (if applicable, the name of consortium lead member);
- A single person to act as nominated representative for communication purposes;
- Relevant experience in relation to development, funding and executing similar projects; and
- Financial capability, strength, and corporate stability to deliver a Project of this magnitude
within critical timelines.
The executive summary will be submitted as “Appendix 1 – Executive Summary” and must be clearly
marked as such.
Above information to be provided for each Project if the Bidder or Bidder Consortium Members are
different for each Project.

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10.2. Bid Proposal Letter

The Bidder must complete and provide a signed copy of “Schedule 2 – Bid Proposal Letter” on the
Bidder’s company letterhead. If the Bidder is a consortium or joint venture, all Bidder Consortium
Members must provide such signed copy on the letterhead of each member of the consortium.
A separate letter to be provided for each Project if the Bidder or Bidder Consortium Members are
different for each Project.

10.3. Company Profile of the Bidder (or Each Bidder Consortium Member)

Bidders are required to submit a standard company profile of the Bidder or each Bidder Consortium
Member, as appropriate. Please limit the length of each profile to no more than 2 pages.
Bidders are required to prepare and submit company profiles as “Appendix 2 – Company Profile” and
must clearly be marked as such.
Above information to be provided for each Project if the Bidder or Bidder Consortium Members are
different for each Project.

10.4. Financial Due Diligence

Bidders are required to provide audited annual statements for the previous 3 (three) completed
trading years to establish the Bidder’s financial robustness to undertake the Project. This must be
complied and submitted as “Appendix 3 – Annual Financial Statements.”
Above information to be provided for each Project if the Bidder or Bidder Consortium Members are
different for each Project.

10.5. Relevant Experience

Bidders are required to provide a summary of previous experience in developing similar projects as
completed in “Schedule 3 – Experience Templates”, accompanied by a write-up providing context and
detail as required, submitted as “Appendix 4 – Bidder Experience Letter”.
The write-up should also outline relevant experience and team expertise, track record and familiarity
with developing similar complex projects (i.e. advanced microgrids in the local jurisdiction with
multiple energy sources as well as BESS).
The submission should, as a minimum, cover the following aspects:
- relevant experience documentation (list of similar projects, size, year of completion, location,
role in the project, partners/sub-contractors);
- track record as an IPP Project developer for similar sized renewable energy Projects in South
Africa;
- stature and proven ability within renewable energy industry, with specific reference to
microgrid and Solar PV + BESS integration;
- track record in successful development and achievement of financial close, successfully
commissioning and operating projects of a similar nature to each of these Projects;
- power plant engineering, procurement and construction management capabilities and recent
experience;
- power plant operating capability and recent experience; and

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- Experience of any third-parties onboarded with the developer to support the delivery of the
System (e.g. design engineering firms, subcontractors/GCs).
Above information to be provided for each Project if the Bidder or Bidder Consortium Members are
different for each Project.

10.6. System Sizing

Bidders are required to conduct and submit a technical and financial analysis and modeling study,
supported by preliminary energy yield studies, substantiating Bidder’s approach to arrive at proposed
optimal Solar PV and BESS capacities for the System to meet the technical Project Requirements for
each Phase (separate proposed size for Phase 1 and Phase 2) at maximal financial benefit and value
for the Buyer. The Bidder should use the assumptions provided under “Annexure 1 – Modelling
Assumptions”, providing the DC load, LC and LS hourly profiles, and other key financial assumptions.
Note that an assumption regarding Eskom price increases is included to assist in the sizing of the BESS,
but the ultimate savings will be calculated based on the Bidder submissions.
It is expected that the Bidder considers the provided PFS System sizing estimates (refer to Section 4.1)
as a base and conduct and apply their own optimal sizing exercise to validate or amend these findings.
The Bidder shall outline the criteria, approach and model used for optimizing the size of the BESS and
Solar PV. Bidders are required to submit a report as “Appendix 5 – System Sizing Study”, clearly marked
as such.
The Bidder shall provide the hourly profiles associated with the proposed size of System under Phase
1 and Phase 2 of the Project by completing and submitting “Schedule 4 - System Hourly Profile”
Bidders are required to provide the completed energy yield report supporting the System sizing study
and submit this as “Appendix 6 – Energy Yield Report”, clearly marked as such.

10.6.1. Energy System Modelling and PV+BESS Sizing Guidelines

Bidders shall model PV+BESS microgrid energy balance for 1 (one) year of system operation, in hourly
resolution or better. To address uncertain future Utility availability, Bidder shall conduct separate
modelling for the scenarios envisaged for Phase 1 and Phase 2 of the Project and determine required
PV and BESS sizing to meet criteria defined under the Modelling Guidelines Section below.
Note that the guidelines below are intended to inform the energy modelling required for this
responding to this RFP, and do not necessarily represent final system operational logic.
The following scenarios, corresponding to Phase 1 and Phase 2 of the Project, shall be modelled:
- LC Utility availability profile (Phase 1), based on expected characteristic DC load in 2026;
- LS Utility availability profile (Phase 2), based on expected characteristic DC load in 2026.

[Link]. General Modelling Guidelines

- DC Maximum Import Capacity (MIC) is 45MW.

- Total of 10 (ten) generators on site in 2026.
- Sections of low voltage power distribution (“lineups”) are transferred to diesel generator in
discrete steps, i.e. only entire lineup can be transferred to corresponding diesel generator.
Transition sequence is break-before-make, diesel generators never parallel with Utility.
- Assume lineups transferred to generator in a controlled manner are loaded 1500kW.

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- Controlled Lineup transfer to generator shall be conducted by either AWS automated system
or AWS on-site Operations.
- Modelling assumptions to comply with minimum technical PV and BESS specification as
provided in this RFP. Better performance assumptions (e.g. BESS round trip efficiency, PV
efficiency) can be used in line with equipment proposed by the Bidder.

[Link]. Phase 1 (LC) modelling guidelines

Sizing criteria: PV + BESS system shall be sized to ensure 2 (two) diesel generators used for load
curtailments run under 100 (one hundred) hours per year (per generator) and are started under 30
(thirty) times per year (per generator).
- PV+BESS system sizing is not required to meet all LC requests throughout the year;
- If PV+BESS is not able to meet LC, demand reduction from the grid is met by existing on-site
backup diesel generators. Lineup transfer to generator shall be conducted by either AWS
automated system or AWS on-site Operations;
- 2 (two) lineups may be transferred to diesel generator at the same time. Total generator run
hours and number of starts to be divided across these 2 (two) lineups.

[Link]. Phase 2 (LS) modelling guidelines

Sizing criteria: PV + BESS system shall be sized to ensure diesel generators run under 250 hours per
year (per generator) and are started under 50 (fifty) times per year (per generator).
- PV+BESS system sizing is not required to meet all LS requests throughout the year;
- If PV+BESS is not able to support the DC during LS event, part of the DC load may be
transferred to diesel generators to reduce power draw from PV+BESS, extend runtime and
avoid complete PV+BESS system shutdown;
- If PV+BESS system shuts down due to low PV production and/or low BESS state of charge, all
on-site generators start. This scenario is to be avoided since it results in very large cumulative
generator runtime;
- 5 (five) generators loaded at 1500kW. Other generators on varying/lower load and should not
be used to reduce power consumption in a controlled manner;
- Up to 5 (five) lineups may be transferred to diesel generator at the same time. Total generator
run hours and number of starts to be divided across these 5 (five) lineups.

[Link]. Model Inputs

For each scenario/Phase:

- Utility availability profile (i.e. LC/LS schedule), 8760 file (provided in Annexure 1 – Project
Assumptions);
- DC load profile for 2026, 8760 file (provided in Annexure 1 – Project Assumptions);
- DC annual energy consumption projections, 2026-2030; and
- Annual solar irradiance data from Metronom 7.1, for 2023. Assume single axis tracking as per
PV technical specification.

[Link]. Model Outputs (KPIs)

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For each scenario/Phase:

- 8760 file, showing energy balance for each hour of the modelled year: DC load, Solar PV
generation, BESS charge/discharge, diesel generator (submitted as Schedule 4 – System
Hourly Profile);
- generator run hour reduction compared to business as usual (without Solar PV and BESS);
- number of generator starts;
- cost reduction compared to business-as-usual;
- diesel use;
- grid energy cost, considering Utility’s Time-of-Use energy tariff; and
- energy import reduction from the Utility (MWh).

10.7. Technical Proposal

Bidders are expected to propose best available technological solutions for primary energy conversion,
inversion, transformation and intelligent monitoring, management, control, protection and reporting
systems, utilizing advanced SCADA developed for managing complex grid-connected microgrids.
Bidders are asked to incorporate modularity into the proposed System design, to enable size scaling
of the System to accommodate different DC load growth scenarios.
The technical proposal, as a minimum, shall include:
- Overall narrative of proposed design that meets the provided BoD and Technical
Specifications, including interfacing requirements for the Master/Plant Controller
- Performance parameters, and suitability of the proposed System to transition from Phase 1
to Phase 2
- Civil Works Descriptions (including storm water management plan)
- Safety Systems Descriptions
- List of Certifications (ISO 9001, ISO 27001, etc.)
- Reliability Testing Data for the main components (BESS, Solar PV, Inverter, Controller) and
mean time between failure data, as per PV, BESS and Inverter reliability specifications
provided
- Sequence of Operation document, detailing normal and contingency operation.
- BESS Cycling document, detailing when and how the BESS will operate, maintenance expected
to be required as a result of operation.
Engineering deliverables are expected to be at the 20% level. At the 20% level, Amazon is expecting
the Bidder to provide enough engineering details to verify scope requirement are understood and that
time and costs are in line with the requirements. Major design elements should be provided even if
sizes and quantities may not be final. Bidders are expected to provide detailed narratives of how the
requested scope will be accomplished for the protection and control, power system studies, SCADA
and Communication architecture. Bidders shall clearly state all assumptions made to get to the 20%
deliverables in the Proposal and submit all required clarifications. The technical proposal will be
evaluated based on a review of Bidder’s experience in developing and executing such scope in
previous projects. The Bidder is not expected to conduct a detailed design on the proposal at this
point, rather to demonstrate capability. As such, an example project may be provided by bidders, in a
sanitized format, to provide comfort to AWS that the bidder has the technical expertise and
experience in conducting such technical design.
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Bidders are required to submit all documents listed in Section 10.7.1 - Required Technical Documents.
Bidders are also required to document and provide reasoning regarding any deviation from the
Amazon requirements specified in the following Annexures in their response:
- Annexure 4 – System Technical Requirements
- Annexure 5 – List of Suppliers
- Annexure 6 – Scope of Work
All requested documents shall be compiled into a single compressed file and submitted as “Appendix
7 – Technical Documents”.

10.7.1. Required Technical Documents:

- Single Line Diagram (SLD), including Metering;

- Layout of BESS;
- Layout of Solar PV System;
- General Arrangements of PCUs (for BESS and Solar PV);
- Bill of Materials (main components only);
- Proposed Protection and Control Philosophy (Narrative);
- Preliminary Plan and Profile for the Solar PV to Data Center Connection;
- Electrical System Studies List (refer to “Annexure 7 – Technical Specifications” for guidelines);
- General description of the SCADA System;
- SCADA System Architecture Block Diagram;
- Communication Diagram;
- Equipment Data Sheets (PCUs, Battery Modules, BMS, Controller, Solar PV Panels, Trackers,
MV Cables, SCADA System);
- Program Schedule and List of Deliverables;
- Control Strategy Narrative;
- Expected BESS Cycling;
- Sequence of Operation;
- BESS and PCUs pads details;
- Maintenance Plan;
- Derating Requirements based on Ambient Conditions;
- Typical Grounding Details (fence(s), met stations, PCUs, combiner boxes, trackers, Battery
Modules), including grounding riser diagram, for reference (document from a similar previous
project are acceptable).

10.8. Project Development Schedule

The Bidder is required to submit a development program providing an exhaustive list of development
activities as “Appendix 8 – Project Development Schedule”. The program should, as a minimum,
include:

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- an exhaustive list of Approvals required for each Project Site (including the Solar PV and BESS
sites as well as any servitudes and/or wayleaves that may be required) with a description of
Bidder’s approaches for securing the Approvals;
- any local community engagements and economic development requirements, including
additional carbon and social benefits (e.g. sustainable job creation for the operational phase
of the Project; carbon sequestration / nature-based solutions / regenerative agriculture); and
- a technical design schedule, for delivering the required Technical Submittals (listed under the
System specifications – refer to “Annexure 7 – Technical Specifications”) during the
Development Period for the purpose of Design Fatal Flaw Sign-off and submission of PPA
Proposal (refer to Section 5 – Project Schedule).
The proposed development program will be assessed for alignment with the Project Schedule.

10.9. Fatal Flaw Due Diligence

Bidder is required to conduct and submit their fatal flaw due diligence report for the identified Project
Sites. The conducted EFFAs should be consulted and considered as an initial base case.
The Bidder is required to conduct its own evaluation for each Project Site(s), to (1) confirm that the
Project Site(s) could be developed up to a minimum of the Phase 2 requirements, and (2) to confirm
its own view on the maximum potential project sizing that could be developed on each Project Site
upon full consideration, including resource quality, land topography and extent of the land and
exclusion zones in the land.
Bidders shall submit the completed due diligence reports as “Appendix 9 – Site Due Diligence”, clearly
marked as such.

10.10. Financial Terms, Expected Annual Cashflow

Bidders are required to submit bids for the following key financial terms:
(a) Bidder’s required IRR;
(b) not-to-exceed (NTE) Development Cost;
(c) Development Premium.
Bidder shall submit these by completing “Schedule 5 – Financial Terms & Development Cost”.
Additionally, a Cashflow Waterfall (based on the Bidders detailed excel financial model) is mandatory
at RFP stage to allow review of the financial feasibility of the Project. Bidders shall submit this in the
form of the provided template: “Schedule 6 – Cashflow Waterfall Template”.
The Cashflow Waterfall should state the April 2024 starting PPA tariff for comparison purposes, using
the macroeconomic factors (e.g. inflation, USD/ZAR exchange rate) provided in “Annexure 1 –
Modelling Assumptions”.
It is acknowledged that the indicative informed tariff based on the key assumptions will not be binding
due to the delay between the submission of the Proposal under this RFP and a fully informed PPA
Proposal to be submitted later during the Development Period, that can be expected based on a
Project Site that is in advanced permitting stage.
Submitting a fully detailed Excel financial model (that will be used during the Development Period) is
not mandatory for the RFP Proposal, however if an Excel model is provided, please also insert the
Cashflow Waterfall to allow comparison of the tariffs for key inputs. Upon designation as Development
Partner, an open-book financial model will be agreed between the parties to be used as the basis of
the PPA tariff as the Project is progressed through the Development Period to Financial Close.

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Please also note the following:

- The NTE Development Cost should be included in the Cashflow Waterfall.
- The Development Premium is to protect the Development Partner during the Development
Period and is not to be capitalized to the Project cost at Financial Close.

10.11. Requested changes to PDA and PPA Term Sheet

Note: Annexures 8 and 9, consisting of the PDA and PPA Term Sheet respectively, will be provided
during the tender process.
Bidders are expected to prepare their Proposals assuming the PDA and PPA terms will not deviate
from the proposed PDA and PPA Term Sheet presented with this RFP. However, where this would
prevent Bidders from submitting a competitive Proposal, Bidders may provide their comments or
suggested amendments, using the provided Requested Changes Forms. Any such comments or
suggested amendments must be confined to material and substantive issues only; Amazon will not
consider stylistic or non-material comments or amendments. Amazon will evaluate these comments
and use these as part of our evaluation process. The impact of any change request on the proposed
financial terms should be described in the appropriate column in the respective Requested Changes
Form.
Bidders may submit their requested changes to the PDA and PPA Term Sheet as “Schedule 7 – PDA
Requested Changes Form” and “Schedule 8 – PPA Term Sheet Requested Changes Form”, respectively.

11. Evaluation and Selection

The evaluation of Proposals and selection of the Preferred Bidder will be conducted on an objective
and competitive basis.

11.1. Evaluation Criteria and Weightings

Amazon will select an experienced, suitable, and competitive Bidder as the Development Partner
based on the Evaluation Criteria listed below, which provides the main attributes that will be sought
and confirmed from the Proposal. The weightings and details of the Evaluation Criteria can be found
below. Amazon reserves the right to change the evaluation criteria and process at its sole discretion
with no liability to Bidders.
The completeness and quality of the Proposal and its accuracy in reflecting the Project Requirements
will be considered to assess whether it meets the requirements for a Compliant Proposal.
No. Area Weighting Explanation
1 Experience 35 Adjudicated qualitatively and quantitatively under the sub-
categories below
1.1 Local Development and 10 Bidders to provide at least 5 references related to local project
Permitting Experience development and permitting. Bidders are to prioritize project
development experience in South Africa, and particularly City
of Cape Town and/or Western Cape experience if any. Where
there are no or limited South African projects references,
South African projects will enjoy higher weighting.
1.2 Microgrid and Integration 15 Bidders to provide at least 5 references related to microgrid
Development Experience and technical integration experience
1.3 Solar PV and BESS Project 5 Bidders to provide at least 5 references related to PV and BESS
Development Experience IPP (PPA) experience

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1.4 Fund Raising Experience - 5 Bidders to provide details of experience in raising debt finance
1.5 Debt & Equity
2 Project Development 5 Review for reasonableness and tangible review of bidder’s
Schedule, ability to meet experience
required COD
3 Financial Inputs 25 Adjudicated qualitatively and quantitatively under the sub-
categories below
3.1 Required IRR 10 Financial metric embedded in PDA and flow through to PPA on
open book EPC approach
3.2 Development Premium 10 Financial evaluation metric to confirm what would be paid by
terminating the development agreement, what cost would be
capitalized into the tariff at FC
3.3 NTE Development Cost 5 Objective comparison with maximum costs in the PDA
4 Technical Proposal 25 Review initial sizing logic and proposed operational regime
for reasonableness and alignment with Amazon microgrid
operating preferences
Evaluation of the Technical Proposal will be based the
following:
- Previous Experience
- Product Offering (Quality, Capabilities, Reliability)
- Quality of Proposed Sub-Suppliers
- Technical Compliance with the System Specifications
- Schedule
- Maintenance
5 PDA and PPA Requested 10 The acceptance of our key contractual terms is a critical
Changes evaluation element for this RFP. The number of issues raised
will impact our consideration during evaluation.
Total 100
6 Additional Carbon and 5 5% ‘bonus’ weighting if any environmental / social value can
Social Benefits be unlocked. Proposal to use the non-developable land for
social and/or decarbonization benefits (e.g. provide
jobs/crops to local communities, carbon sequestration via
nature-based solution)

Table 12 - Evaluation Criteria

11.2. Evaluation Process

Responses will only be evaluated after the Proposal Submission Date.

Proposals will first be evaluated for administrative responsiveness. This will entail an evaluation of
whether the Bidder has submitted a Compliant Proposal as required by the RFP, including whether
the Bidder has provided all required information. Non-Compliant Proposals may at the sole discretion
of Amazon be disqualified, Bidders are therefore urged to ensure that their Proposals comply with
all the requirements of the RFP.
Compliant Proposals will be evaluated with reference to the primary qualifications according to the
scores and ranked to select a Preferred Bidder.

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Amazon may submit clarification questions to Bidders via email. Due to timing limitations, it is
important that clarification questions be responded to promptly (deadlines will be provided) and in
the requested detail. Non-adherence to these deadlines may result in penalty, disqualification, or
otherwise disadvantage the Bidder.
Amazon may at its own discretion request Bidders to submit amendments and/or clarifications to their
Proposals during the evaluation and adjudication of Proposals and may also invite Bidders to a
meeting(s) to provide clarifications and/or confirmations and may request Bidders to verify the
submitted documents. Amazon will make these requests electronically via email.
Amendments shall be limited to formal matters necessary to ensure compliance of the Proposal with
the requirements contained in this RFP document.
Clarifications shall be limited to the provision of explanations and/or supporting documentation for
information and plans included as part of the Proposal but shall not include the submission of
additional elements in the Proposal nor its modification.
Responses that are received from the relevant Bidder shall be included as part of the Bidder’s
Proposal under a section of Clarification/Verification with a clear reference to the section of the
original proposal for which the clarification/ verification is provided.
Bidders are required to complete “Schedule 1 – Administrative Checklist”.
Please note that Briefing Notes will be prepared on a regular basis to address clarification questions.
Questions and responses will be shared with all Bidders, including details of the Bidder that raised the
question.
Unless a clarification to this RFP and/or the related RFP Documents is provided in the formal manner
described in this document, no clarification to the Bidders shall be considered valid or binding on
Amazon as to the meaning of this RFP and/or the related RFP Documents.

11.2.1. Correction of errors

During the evaluation of Proposals, the Proposal will be checked for any arithmetic errors in
computation and summation. Where there are errors in computation, summation and the like,
Amazon will use the values provided in the economics to perform the required computations and
corrections at its own discretion.

11.2.2. Undue Influence by Bidders

From the time the Proposal is submitted by the Bidder, information relating to the examination,
clarification, evaluation, and comparison of Proposals and recommendations concerning the award
shall not be disclosed to any of the Bidders or other persons not officially concerned with the Bidding
Process.
Any effort by Bidders to influence Amazon in the process of examination, clarification, evaluation,
and comparison of Proposals, and in decisions concerning award(s), may result in the rejection of the
Bidder from the RFP process.
Amazon will not return the copies of any Proposal submitted by the Bidders.

11.2.3. Causes of Rejection of Proposals

Apart from Amazon’s right to reject any Proposal for any reason whatsoever within its sole discretion
and without incurring any liability whatsoever, Proposals can also be rejected from the evaluation
process and excluded from further consideration for the following reasons, among others:
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- Any Proposal’s non-conformance with any of the terms, conditions, and specifications of this
RFP with a material deviation or reservation.
- Proposal Validity Period not matching the requirements of this RFP.
If a Proposal is rejected due to any of the above-mentioned reasons, that Proposal will automatically
be deemed to be non-compliant, and the Bidder in question may be disqualified from any further
participation in this procurement process.
Notwithstanding the above, Amazon reserves the right to accept or reject any or all Proposals at its
sole discretion, to waive minor deficiencies or informalities in Proposals received, or to terminate the
RFP and reject all Proposals at any time prior to the execution of the PDA without incurring any
liability to the affected Bidders or any obligation to inform the affected Bidders of the grounds for
Amazon’s decision.

12. Development Partner Selection

The selection of the Development Partner will be based on a competitive process. The final ranking of
Bidders will be based on a weighted scale. For the avoidance of doubt, a Compliant Proposal is
required from all Bidders who participate in the RFP process.
Based on the scored ranking of the Proposals, Amazon will select Shortlisted Bidders for further RFP
clarification discussions. Preferred Bidder(s) and Reserve Bidder(s) will be selected by Amazon.
If there is more than one favorable Proposal, and Amazon wishes to progress with two or more
Bidders, Amazon reserves the right to appoint more than one Preferred Bidder and or more than one
Reserve Bidder, as the case may be.
The procedure set out in this Section shall be without prejudice to Amazon’s right to cancel the RFP
and reject all Proposals at Amazon’s sole discretion.

12.1. Appointment of Preferred and Reserve Bidder

Once Amazon is satisfied with the outcome of the evaluation process, it may seek approval through
its internal approval processes. Upon obtaining approval, Amazon will notify the selected Preferred
Bidder(s) and Reserve Bidder(s) in writing as to their status as Preferred Bidder and Reserve Bidder
respectively.
If the Preferred Bidder is selected based on a Compliant Proposal, the evaluation process and selection
of the Preferred Bidders are completed based on the full Proposal, including “Annexure 8 – Project
Development Agreement” and “Annexure – 9 PPA Term Sheet”. No further changes to these
documents will be allowed.
If Amazon nominates or selects the Preferred Bidder(s) based on an alternative proposal that is not
contemplated in this RFP but is beneficial to Amazon, the provisional Preferred Bidder(s) will be invited
to enter into negotiations with Amazon to agree the final terms and risk allocation on the basis of the
alternative proposal. A period not exceeding 2 (two) months from the date of informing the Preferred
Bidder(s) of its selection will be allowed for this negotiation. If the Preferred Bidder fails to facilitate
the conclusion of the final terms and risk allocation within this 2 (two) month period, then, the
Preferred Bidder(s) may be disqualified and their Preferred Bidder status revoked in accordance with
provisions of this RFP, and the Reserve Bidder(s) may be invited to assume Preferred Bidder(s) status.

12.1.1. Reservation of Right to Appoint Reserve Bidder

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Amazon reserves the right to appoint a Reserve Bidder(s) simultaneously with, or at any time after,
the announcement of selection of the Preferred Bidder(s).
A Reserve Bidder selected to continue to participate in the RFP process, may only be invited to become
the Preferred Bidder at Amazon’s sole discretion.
If Amazon invites the Reserve Bidder to take on the role of the Preferred Bidder, the Reserve Bidder
will be afforded a reasonable period of time to negotiate and finalize any contractual arrangements
with relevant counterparties.
As a condition to being appointed as the Preferred Bidder, the Reserve Bidder may be required to
extend the validity of its Proposal at the sole discretion of Amazon.

12.1.2. Announcement

Upon the completion of the evaluation of each Bidder’s Proposal in accordance with the provided
annexures in the RFP Document, and upon obtaining the necessary Buyer internal approvals, Amazon
will notify each Bidder of the outcome of this procurement process in writing.

13. RFP Terms

13.1. Purpose and Parties

This RFP is not a contract, an offer, or a request for an offer. Bidders receive no rights under this RFP,
including as a result of submitting any proposal. Amazon’s issuance of this RFP, or any subsequent
negotiations with respondents, does not create any obligation on the part of Amazon to enter into
any contract or undertake any obligation.

13.2. Interviews

Amazon may require Bidders to attend an interview – either in person or by phone – to describe their
Proposal and respond to queries. If interviews are required, Bidders will be notified of the date, time
and method. Bidders are fully responsible for any expenses associated with participating in interviews.

13.3. Request for Additional Information

Notwithstanding any other requirement set out in this RFP, Amazon may require Bidders to submit
additional information to allow further consideration of proposals.

13.4. RFP Amendment or Cancellation

Amazon reserves the right to amend or cancel this RFP without any liability whatsoever.

13.5. Amazon Policies and Requirements

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Failure to adhere to Amazon’s ethics and compliance requirements, or failure to make the disclosures
required herein, in Amazon’s sole discretion, may lead to The Bidders disqualification from this RFP,
suspension of existing business (including Project cancellation) with no liability to Amazon, voiding of
current business awards, or barring from consideration for Amazon’s future business awards. By
submitting a Proposal under this RFP, the Bidder and its employees, subcontractors, consultants, and
agents agree to fully comply with Amazon’s ethics and compliance requirements including the
following:

13.5.1. Confidentiality and Public Announcements

All information contained in this RFP, including all exhibits, attachments, and all subsequently
provided documents and discussions, are Amazon Confidential Information and shall be kept
confidential in accordance with the Non-Disclosure Agreement (NDA) between the parties. This
includes, but is not limited to, information about Amazon, the Project, its business, facilities, and the
format and content of this RFP. Bidders shall not disclose to anyone, other than its employees directly
connected with responding to this RFP, any information about this RFP.
Unauthorized duplication and/or release of all or part of the information contained in or provided in
relation to this RFP without prior written permission from Amazon shall disqualify the Bidder from
consideration for this Project and future Projects, and Amazon may issue a stop work order for any
work respondent is currently performing with no liability to Amazon. In the event that the Bidder
breaches the confidentiality obligations, Amazon reserves the right to pursue all legal remedies
available to it. If the Bidder is not awarded any business under this RFP, it shall either destroy or return
to Amazon all documents and information provided to the Bidder as part of this RFP within 10 days of
notice of unsuccessful status. If the Bidder elects to destroy such documents, it will provide a written
certification of destruction to Amazon signed by an officer of the company. Failure to return the
documents or certify to their destruction might disqualify the Bidder from being invited to respond to
future RFPs and might also disqualify the Bidder from being considered for future awards. Bidders are
also responsible for making sure that documents shared with subcontractors are returned or
destroyed and if destroyed, must send a certification of destruction to Amazon.
Bidders shall not make any public announcement or distribute any literature regarding this RFP or
resulting award, or otherwise promote itself in connection with this RFP without prior written
approval from Amazon. The Bidder shall not use any trade name, trademark, service mark, logo or
commercial symbol, or any other proprietary mark of Amazon or any of its affiliates in any manner
without the prior express written approval of such use by Amazon.

13.5.2. Disclosure of Information to Third Parties Including Subcontractors

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Before disclosing information pertaining to this RFP, any related documentation, or other Amazon
confidential information to any third party, the Bidder must submit Amazon’s “Supplier Non-
disclosure Agreement” to the RFP Coordinator via email. The Bidder is responsible to Amazon for third
parties’ compliance with Amazon’s confidentiality obligations. Bidders who fail to comply with this
requirement may not be considered for this or future awards and may be removed from any current
and/or ongoing Projects with Amazon without any liability to Amazon. Amazon reserves the right to
prohibit Bidders from considering any subcontractor or third party from performing work related to
this RFP without any liability to Amazon.

13.5.3. Business Dealing with Current or Former Amazon Employees

In its Proposal to this RFP, each respondent shall provide a written disclosure certified by an authorized
officer of the company providing specific details of any business dealings (whether continuing or not)
of the Bidder or any of the Bidder’s directors, officers, managers or other senior personnel with any
current or former Amazon officers or employees.

13.5.4. Code of Business Conduct and Ethics

Adhere to Amazon’s Code of Business Conduct and Ethics as amended from time to time which is
currently available at [Link] (the
“Code”), which (among other things) prohibits the paying of bribes to anyone for any reason, whether
in dealings with governments or the private sector. In relation to any goods and services that you
provide to us, your company, its employees, representatives, agents and subcontractors will not (a)
violate or knowingly permit anyone at Amazon or our affiliates to violate the Code’s prohibition on
bribery; (b) bribe any third party (including its own agents) for any reason, whether in dealings with
governments or the private sector; or (c) violate any applicable anti-corruption laws.

13.5.5. Gifts for Amazon Employees.

Amazon discourages its suppliers from giving gifts to Amazon employees. A gift of any size could create
a conflict of interest. Any gifts with a value of greater than US $50 must be reported by Amazon
employees and are subject to additional review and restrictions.

13.5.6. Supplier Code of Standards and Responsibilities

Adhere to Amazon’s most- current Supplier Chain Standards as amended from time to time (“Supplier
Code”), currently available at [Link]
Compliance with the Supplier Code will also be an obligation in the PDA and PPA.

13.6. Conduct

Bidders are bound by the terms and conditions contained in this RFP, and Bidders who submit
Proposals do so on the express understanding that the Bidders acknowledge and accept the terms and
conditions set out in this RFP.
Bidders must abide by these RFP Terms and any instructions given in the RFP documents and agree to
ensure that any of their directors, office holders, staff, contractors, sub-contractors and advisers
involved or connected with this RFP abide by the same.

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Proposals which do not comply with the requirements of this RFP or conduct by a Bidder or a Bidder
Consortium Member that fails to adhere to the requirements and the terms and conditions prescribed
by this RFP, may in Amazon’s sole and absolute discretion, result in the disqualification of the relevant
Bidder by Amazon, from any further participation in the procurement process.
Neither the Bidder nor the Bidder Consortium Member nor any of their respective shareholders,
directors, advisors, employees, representatives, agents, nominees, contractors, sub-contractors, or
service providers may directly or indirectly canvass any director, officer, employee, agent or adviser
of Amazon regarding this RFP or the broader procurement process of which this RFP forms a part or
otherwise attempt to obtain any information from same regarding this RFP, except where permitted
by this RFP. Any attempt by the Bidder or any of the related parties listed above to do so may result
in the Bidder’s disqualification from this RFP process and/or the broader procurement process.
No Bidder, Bidder Consortium Member nor their respective shareholders, directors, advisors or
employees, representatives, agents, nominees, contractors, sub-contractors, or service providers may
directly or indirectly offer or give to any person in the employment of Amazon or any advisors of
Amazon any gift or consideration of any kind as an inducement or reward for any favorable
consideration of the relevant Bidder in relation to the Bidder’s Proposal, in response to this RFP. If any
of the prohibited practices contemplated above are committed, Amazon shall be entitled, without
prejudice to any other remedies at its disposal or rights which it may have, to disqualify the relevant
Bidder from participating in any further phases of this RFP process and/or the broader procurement
process.

13.7. Collusive Behavior

Bidders may not and shall ensure that its shareholders, representatives, agents, nominees, directors,
employees, contractors, sub-contractors, and advisers do not:
- fix or adjust any element of the Proposal by agreement or arrangement with any other person,
except where such prohibited acts are undertaken with persons who are participants in the
Bidder’s Proposal;
- communicate with any person other than Amazon regarding the Project(s) or System(s) value,
price offer, or rates set out in the Proposal, except where such communication is undertaken
with persons who are participants in the Bidder’s Proposal; and/or
- enter into any agreement or arrangement with any other person, which results in that person
refraining from submitting a Proposal.
Breach by a Bidder of this Section 13.7 will give Amazon the right to disqualify the Bidder from the RFP
process and/or the broader procurement process of which this RFP forms a part.

13.8. Changes to Bidding Entities

The Bidder must notify Amazon in writing of any proposed change in the ownership of the Bidder
and/or any Bidder Consortium Member following the submission of a Proposal by the Bidder, including
any change in the shareholding, structure, or composition of the Bidder and/or Bidder Consortium
Member, as applicable, prior to undergoing such change. This notification must set out the facts and
circumstances that have arisen since the submission of a Proposal by the Bidder that necessitated the
proposed change, together with all documentation, information, data and responses required to fulfil,
in respect of such change, the requirements in respect of the criteria in this RFP.

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Amazon reserves the right to require such Bidder and/or the relevant Bidder Consortium Member to
re-qualify in terms of this RFP and/or to submit an amended Proposal, on substantially the same terms
and conditions as the Bidder’s original Proposal, at any stage of this procurement process. Amazon
shall be entitled, in its sole discretion, to disqualify or exclude such Bidder or Bidder Consortium
Member from further participation in this RFP and/or any subsequent stages of Amazon’s broader
procurement process should it fail to notify Amazon of such proposed change or if a Bidder or Bidder
Consortium Member fails to meet the minimum requirements of this RFP or of the broader
procurement process as a result of such change.
Amazon reserves the right to require the Bidders and Bidder Consortium Members to supply such
further information as Amazon may, in its sole discretion, request with regard to such change so as to
enable Amazon to consider fully the impact of such change.

13.9. Right to Cancel or Vary the Procurement

This RFP forms an integral part of a broader procurement process initiated by Amazon to procure on-
site renewable energy for its operations. The terms and conditions contained herein have been
stipulated for the sole and express benefit of Amazon and, except where expressly stated to the
contrary, may be waived or amended by Amazon at any time, in its sole discretion.
Without detracting from the generality of the foregoing Amazon reserves the right:
- to change the basis of its procedures for the RFP without notice at any time.
- to amend, clarify, add to, or withdraw all or any part of the RFP Documents at any time;
- to vary any timetable or deadlines set out in this RFP;
- not to award a contract for the entire or certain portions of the RFP for which Proposals are
invited;
- to award the PDA and the PPA to the same or different bidders in line with the most
competitive offer and the meeting of certain of Amazon’s key terms and requirements; and
- to cancel all or part of the RFP process and broader procurement process at any stage and at
any time.

13.10. Nature and Status of the RFP Documents

No information contained in the RFP Documents or in any communication made between Amazon
and Bidders or Bidder Consortium Members in connection with the RFP shall be relied upon as
constituting a contract, agreement or representation that any contract shall be entered into in
accordance with the Proposal or at all.
Accordingly, Bidders and Bidder Consortium Members have no right to undertake or participate in the
RFP and/or to conclude the PDA and/or the PPA as a result of the preparation and submission of a
Proposal and/or their participation in this RFP and/or the broader procurement process.
Amazon shall not be committed to any course of action as a result of issuing any RFP Documents.
Amazon is not obliged to accept any Proposal or to select or pre-qualify any Bidder as a Preferred
Bidder.

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13.11. Use of Transaction Advisors

Bidders are free to appoint transaction advisors, and such advisors may advise Bidders, Preferred
Bidders, their members or any other participant involved in any Bid in response to this RFP or be a
member of any Bidder, provided that, any transaction advisor or individual professional who is
advising Amazon in respect of this RFP may not advise or be a member of a Bidder, Preferred Bidder,
member or any other participant involved in any Bid response in relation to this RFP.

13.12. Inconsistencies

If a Bidder identifies any errors or inconsistencies between the various portions of this RFP, the Bidder
is requested to notify Amazon in writing prior to the RFP clarification question deadlines as
communicated from time to time, and Amazon may, in its discretion, provide clarification to all Bidders
by way of a Briefing Note.

13.13. Incorrect or Misleading Information

Amazon shall be entitled to rely on each Proposal submitted as being truthful, accurate and
comprehensive in relation to the information and Proposals provided therein by the Bidder. Each
Bidder must ensure that its Proposal is complete and addresses all the requirements set out in this
RFP. Amazon reserves the right to reject any Proposal that is incomplete or does not comply with this
RFP, and/or any subsequent amendments and/or supplementary information which may be issued by
Amazon to the Bidders in relation to this RFP or otherwise during the overall procurement process.
Amazon reserves the right to carry out site inspections on the proposed Project Site(s) of a Bidder or
Bidder Consortium Member, to request clarification meetings in order to verify any aspect of any
Proposal including any information or documentation provided by a Bidder in its Proposal, and to call
for and to be promptly provided with supporting documentation in order to confirm any information
or documentation provided by a Bidder in its Proposal.
Amazon also reserves the right to conduct complete security and background clearance checks on all
Bidders, their Bidder Consortium Members and their respective shareholders, directors, contractors,
sub-contractors, and advisers. All additional information obtained and collated by Amazon may be
considered in the evaluation of a Bidder’s Proposal.
Amazon may:
- disqualify any Bidder or Bidder Consortium Member who knowingly or unwittingly provides
any incorrect or misleading information in response to this RFP or in response to any query or
clarification question addressed to the Bidder by Amazon, from further participation in the
RFP process or the broader procurement process; and/or
- revoke any decision in respect of the selection of a Preferred Bidder in respect of this RFP, if
such decision was based on any incorrect or misleading information or misrepresentation
which the Bidder and their Bidder Consortium Members or any other participant in the
relevant RFP Proposal and/or agents knowingly or unwittingly provided in response to this RFP
or in response to any query or clarification question addressed to the Bidder or Preferred
Bidder by Amazon.

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13.14. Disqualification

Any material failure on the part of a Bidder or a Preferred Bidder to comply with any of the terms of
this RFP, together with all briefing notes, may result in the Bidder or Preferred Bidder, and other
persons associated in any relevant way with the Bidder or Preferred Bidder, being disqualified from
participating in the RFP process or the broader procurement process.

13.15. Costs

Amazon, its officers, employees, agents, shareholders, representatives, directors, nominees and
advisors and their respective shareholders, directors, officers, employees, agents, representatives or
advisors shall not be liable for any costs or expenses incurred by any Bidder and/or any Bidder
Consortium Member in relation to or associated with the preparation and submission of any Proposal,
or any other costs and expenses which may be incurred by any Bidder, Bidder Consortium Member or
any other person in connection with or arising out of its participation in this RFP process and/or the
broader procurement process.
Without detracting from the generality of the foregoing Amazon will not reimburse any costs incurred
by the Bidder, including the costs or expenses of any contractors/sub-contractors or advisers, in
connection with the preparation and/or submission of the Bidder’s Proposal, including where:
- the procurement process is cancelled, shortened, or delayed for any reason;
- all or any part of the RFP Documents is at any time amended, clarified, added to, or withdrawn
for any reason;
- a contract for some or all of the goods and/or services for which Proposals are invited is not
concluded; and/or
- the Bidder and/or its Proposal is disqualified from participation in the procurement for any
reason.

13.16. Confidentiality

This RFP may not be reproduced, furnished to any other Person, referred to, or used for any purpose
other than as intended by Amazon in respect of the procurement process of which this RFP forms a
part. This RFP is not being distributed to the public.
Amazon shall treat information and documentation that is provided by the Bidder as confidential and
will take reasonable measures to ensure that such information is not disclosed to third parties.

13.17. Intellectual Property Rights

The copyright of all documents, templates, data, designs, electronic aids, programs, and the like,
forming part of this RFP or developed by Amazon during any stage of the procurement process of
which this RFP forms a part, shall vest solely and entirely in Amazon and its advisors. This RFP may not
be reproduced, copied, or stored in any medium without the prior written consent of Amazon and
may not be used for any purpose other than for the purpose of preparing a Proposal.
All RFP Documents issued in connection with this procurement shall remain the property of Amazon
and shall be used by the Bidder only for the purposes of this RFP.
The Bidder grants Amazon an irrevocable, perpetual, non-exclusive license to copy, amend and
reproduce any intellectual property contained within the Proposal for the purposes of carrying out
this procurement.

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13.18. Law and Jurisdiction

Any dispute (including non-contractual disputes or claims) relating to this procurement, or the RFP
Documents shall be governed and construed in accordance with the laws of the Republic of South
Africa.
The courts of the Republic of South Africa shall have the exclusive jurisdiction to settle any dispute or
claim that arises out of or in connection with this procurement or the RFP Documents (including non-
contractual disputes or claims).

13.19. Data Provided to Bidders

Amazon undertakes to provide data and information at its disposal in good faith. Amazon does not
warrant the accuracy or completeness of the information presented therein or herein or make any
representation that the information presented herein and therein constitutes all the information
necessary to bid upon or develop the referenced Project. By accepting to be a participant in this RFP
process, each Bidder accepts full responsibility for conducting an independent analysis of the Project
and for gathering, evaluating and presenting all necessary information. It is understood that Amazon
has no obligation or duty to any Bidder. Any Bidder that submits a Proposal, assumes all risks
associated with the Project and no adjustments will be made based on the Bidder interpretation of
the information provided.

14. Definitions
In this RFP, the following terms shall have the following meanings:
“Affiliate” means any corporate body which, alone or together with any other entity, directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common control
with another corporate body. Affiliates shall include a subsidiary company and parent company and
subsidiaries, directly or indirectly, of a common parent.
“Authorized Representative” means the person authorized by the Bidder through the execution of a
Power of Attorney, to act as its point of contact with Amazon and/or other pertinent agencies for all
matters relating to this RFP related to the Project.
“Bankable” or “Bankability” means a project or any work that is likely to be financially profitable and
of which all related contracts are readily and legally acceptable to a bank, financial institution or any
other financier for purposes of lending funds for and/or investing funds in such project or work.
“Bidder Consortium Member” means a legal entity that is a member of the Bidder, where the Bidder
takes the form of a consortium or joint venture, and that will hold shares or participation or other
interests in the Bidder.
“Bidder Selection” means the selection by Amazon of a Preferred Bidder(s) and potentially a Reserve
Bidder(s) through a selection process at Amazon’s sole discretion.
“Bidder’s Proposal Documents” the documents that the Bidder will provide Amazon when responding
to the RFP.
“Bidder’s Reference Name” means the Bidder’s chosen (shorter) reference name for the purposes of
the RFP.
“Bidding Process” means the procedures that are set out in this RFP.
“Briefing Note” or “Briefing Notes” means information that may be sent to Bidders who are
participating in the RFP process from time to time before the Proposal Submission Deadline in order
to provide clarity on questions that may be raised during the RFP process.
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“Business Day” means any Day of the year on which banks are required to be open for business
(including partial Days) in South Africa.
“Capacity” means the capability of each of the facilities that make up the Project to generate and
deliver energy to the delivery point at any time and from time to time.

“City of Cape Town” or “COCT” means the municipality in which the Projects are deemed to be
located.

“Commercial Operation Date” or “COD” has the meaning given to it in the PPA Term Sheet

“Compliant Proposal” or “Compliant Bid” means a response that is complete and fully complies with
the instructions in this RFP and satisfies all the criteria in this RFP.

“Day” means a 24 (twenty-four) hour period that ends at midnight South African Standard Time.
Unless otherwise stated, Day is a calendar day.

“Development Security” means an on demand, unconditional and irrevocable performance guarantee

issued by a bank acceptable to Amazon, on behalf of the Bidder in favor of the Amazon, materially in
the form of the template provided in Annexure 10 – Inbound LoC Template.

“EA” means Environmental Approval conducted in terms of NEMA.

“EIA” means Environmental Impact Assessment conducted in terms of NEMA.

“Eskom Mega Flex Tariff Structure Price” means a schedule of tariffs published by Eskom from time
to time and approved by NERSA.

“Financial Close” or “FC” has the meaning given to it in the PPA Term Sheet.

“Grid Code(s)” means, any code in respect of electricity generation, distribution or transmission as
published by NERSA or its equivalent or any Government Authority from time to time.

“Independent Power Producer” or “IPP” means a private power producer who has developed a power
plant to sell power to an existing utility, to the spot or merchant market or directly to distributors or
end users.

“IRR” means Internal Rate of Return.

“kW” means kilowatt.

“Lead Member” means the main member(s) of a Bidder’s consortium.

"Local Communities" means a community or communities:

- residing within the area of jurisdiction of the local or district municipality in which the Project
Site is located;
- residing where a Project Site is located on the border of 2 (two) local municipalities, in the
area of jurisdiction of both local municipalities; and/or.
- communities identified by Amazon as to specifically benefit from initiatives associated with
the Project.
“MW” means megawatt.

“MWh” means megawatt hour, the energy that can be generated in a period of time.

“NDA” means Non-Disclosure Agreement.

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“NERSA” means National Energy Regulator of South Africa.

“Non-compliant Proposal” means a Proposal or Bid that is not submitted timeously, and/or does not
meet all the criteria and/or instructions in this RFP.

“Non-responsive Bidder” means a Bidder whose Proposal or Bid is non-Compliant.

“Objection” means, an objection raised by a Bidder pertaining solely to matters related to violation of
the procurement procedures of this RFP.

“OEM” means Original Equipment Manufacturers.

“Operation and Maintenance Contract” or “O&M Contract” means a contract or other agreement to
be entered into by the Bidder and the Operation and Maintenance Contractor for the operation and
maintenance of each System from time to time.

“Operation and Maintenance Contractor” or “O&M Contractor” means the Operations and
Maintenance organization appointed or to be appointed by the Bidder for the operation and
maintenance of each System.

“Ownership” means shareholding in the Project SPV, with the full associated voting rights and
economic benefits thereof, which shall be measured by looking through the structure of the Project
to determine the ultimate proportion of benefits accruing to each Bidder Consortium Member
(including any Affiliated or group company). Ownership shall be measured using the flow-through
method – as described in the BBBEE Act, 2003 Codes of Good Practice on Black Empowerment,
published under General Notice 112 in Government Gazette 29617 of 9 February 2007, as amended.
For the avoidance of doubt, use of the modified flow-through method will not be acceptable.

“Party” or “Parties” means Amazon and Bidders or any or a combination of them which may also
include others.

“PPA” means the power purchase agreement to be entered into between a Project SPV, as the Seller,
and Amazon as the Buyer, a term sheet for which is provided in the PPA Term Sheet.

“PPA Term Sheet” means the term sheet set out in Annexure 9 – PPA Term Sheet.

“Preferred Bidder” or “Preferred Bidders” means a Preferred Bidder or Bidders selected by Amazon
whom Amazon intends to enter into the Project Development Agreement with, and subsequently the
PPA, provided that Amazon reserves the right to enter into the PPA with an alternative IPP should the
Preferred Bidder who is a party to the Project Development Agreement not provide the most
competitive offer and/ or not meet certain of the Amazon’s key terms and requirements.

“Project” means either a single facility or a portfolio of facilities that makes up the System and
includes, inter alia, financing, developing, ownership, construction, operation and maintenance of the
facilities (as the case may be) to supply energy to Amazon’s operations.

“Project Development Agreement” or “PDA” means the agreement which governs the relationship
between Amazon and the Preferred Bidder during the Development Period of the Project. It sets out
the roles and responsibilities of each Party, the obligations, the budget and terms and conditions of
the relations. The Project Development Agreement term ceases upon execution of the PPA.

“Project Development Schedule” means the schedule for the implementation of the development
activities from the point when the Preferred Bidder is appointed up to Financial Close.

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“Project Site” means a Project site, or sites secured by Amazon to construct and operate the System
that makes up the Project.

“Project SPV” means the special purpose vehicle(s) which has been or will be incorporated by the
Bidder in South Africa for the sole purpose of owning the Project(s) and conducting the activities of
the Project.

“Proposal” or “Bid” means the Bidder’s formal written offer comprising of the documents referred to
in this RFP based on the terms and conditions as contained in this RFP for conducting finance
mechanisms, business models and pre-feasibility phase work for engineering, procurement and
construction.

“Proposal Submission Date” means the date on which a Bid is submitted by a Bidder and accepted as
compliant by Amazon.
“Proposal Submission Deadline” means the last day and time which is allowed in this RFP for the
Bidders to submit their Bids in response to this RFP.
“Proposal Validity Period” means the period from the Bid Submission Deadline to the last day on
which the Bid is valid.

“PV Plant” or “PV” means a solar PV energy generation plant and associated electrical connection
infrastructure to supply energy to Amazon.

“Rand” or “ZAR” means the lawful currency of the Republic of South Africa.

“Reserve Bidder” or “Reserve Bidders” means the Bidder or Bidders selected by Amazon with whom
Amazon may contract the PDA or PPA, if through the actions or omissions of any of the initial selected
Preferred Bidder/s, it is necessary for Amazon to select an alternative Bidder with whom to conclude
the PDA and/or PPA.

“RFP" or “Request for Proposals” means this Request for Proposal document and all attachments, as
amended from time to time, together with any Briefing Notes issued in respect of it, from time to
time.

“RFP Conference” means the conference to be held by Amazon in connection with the Project via an
electronic meeting platform on the date to be notified to all Bidders through an electronic
communication, together with any subsequent conferences relating to the Project to which all Bidders
shall be invited.
“RFP Documents” means the documents that make up this RFP including all attachments.

“RSA” or “South Africa” means Republic of South Africa.

“Seller” means any Project SPV that enters into a PPA to sell energy generated by it or on its behalf,
to Amazon in terms of the PPA entered into therefor.

“Shortlisted Bidders” means a shortlist of selected Bidders by Amazon, in its sole, exclusive, and
unfettered discretion, which will be assessed for suitability to do the work as required in this RFP.

“SLD” Single Line Diagram.

“System” means the microgrid system, comprising of all plant, machinery and equipment, all
associated buildings, structures, roads on the Project Site(s) and other appurtenances, together with
all required interfaces for the safe efficient and timely operation of that facility, including all required
works to connect the System to the grid.
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“USD” means United States Dollar.

“Wheeling” means the transmission of electrical energy over the transmission or distribution systems
of Eskom and/or COCT (as the case may be).

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15. Bidder Representations by Submitting Proposal

By signing below and submitting a Proposal in response to this RFP, the Bidder understands,
acknowledges, and represents that (a) it has read and understands the terms and conditions set out
this RFP; (b) it is bound by all such terms and conditions; (c) it understands and acknowledges that its
statement of any such exception to such terms and conditions might, in Amazon’s discretion, result in
the rejection of the Bidder’s proposal; and/or (d) Amazon, in its sole discretion, may accept the
Bidder’s Proposal as submitted without any negotiation, notwithstanding any such stated exceptions,
or engage the Bidder in negotiations regarding one or more of its stated exceptions.
The undersigned Bidder hereby represents that it has not, either directly or indirectly, entered into
any agreement, participated in any collusion or otherwise taken any action in restraint of free
competitive bidding in preparation and submission of this Proposal to Amazon for consideration in the
award of a contract on the improvement described herein. Further, this bid is not a sham or collusion
nor a bid made in the interest or on behalf of any person, firm or corporation not named in this
proposal containing such bid.

Signed: _________________________________________________________________
(An authorised signatory of the company)

Name: _______________________________________________________________

Title: _________________________________________________________________

Company name: ___________________________________________________________

Date: _________________________________________________________________

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