Implementation of Dona Eugénia and Bombaim Hydropower Projects

CONTEXT

The Government of the Republic of São Tomé and Príncipe (“GoSTP”) is committed to the reform of the energy sector and the use of renewable energies with the aim of reducing dependence on fossils, increasing competitiveness, and improving the general capacity of electricity production in the country. To reform of the energy sector, the focus on exploiting the water potential of São Tomé and Príncipe includes, namely, the implementation of projects for small hydroelectric plants.

In this sense, this project intends to provide an analysis of the legal, institutional, and regulatory framework applicable to projects in the energy sector, in particular to renewable energy projects, such as the implementation of hydroelectric plants, with the aim of providing assistance to the GoSTP, through the African Legal Support Facility (“ALSF”), with regard to the preparation and launch of the public tender for the implementation of said facilities, in accordance with STP legislation.

OBJECTIVES

The project scope includes supporting the GoSTP in the projects it intends to implement, which are the following:

1. Iô Grande, on the Iô Grande River, with a total estimated installed capacity of 10 MW, comprising the following locations:
   1. Iô Grande 1, with an estimated installed capacity of 6 MW and an average annual production of 21 GWh (“Iô Grande 1”); and
   2. Iô Grande 2, with an estimated installed capacity of 4 MW and an average annual production of 23.50 GWh (“Iô Grande 2”);
2.   Bombaim, on the Abade River, with a total estimated installed capacity of 2 MW and an average annual production of 9.7 GWh (“Bombaim”).

In this way, the legal and regulatory framework to which the implementation of the Projects is subject will be analyzed, specifically the analysis of the legal regime applicable to the national electricity system, the legal framework applicable to mini-hydro plants, and the procedure necessary to launch the tender.

DESCRIPTION

The project was divided into 2 workstreams:

Workstream 1, focused on the review and analysis of the legal and institutional framework in the energy sector, focusing on:

• Prior analysis of the legal and institutional frameworks that apply to IPPs in the energy sector.
• Analysis of the existing Santomean legal, regulatory and institutional frameworks applying to power projects, particularly to renewable energy projects.
• Advice to the GoSTP in the analysis of its legal framework and if necessary, recommendations based on best practices in the sector.
• Perform all the activities necessary to achieve the above stated objective of this workstream including:

1. Analysis and review of the legal and institutional framework applicable to power sector projects in the Republic of Sao Tomé and Principe ;
2. If necessary, recommendations to the GoSTP so it can improve the legal and institutional frameworks in force applicable

• to IPPs, in light of international standards and best practices.

The deliverable of Workstream 1 was the assessment report on the legal and institutional frameworks that apply to IPPs in the energy sector, specifically in the renewable energies.

Workstream 2, focused on providing legal advice and support to the Government in connection with the Dona Eugénia and Bombaim tenders and IPP selection processes, including the drafting and preparation of relevant tender documents, the negotiation of the PPA,  the Interconnection Agreement and other related documentation, focusing on:

Main objectives: Establishment of an adequately structured RFP process; Drafting of RFQ, RFP and other ancillary tender documents as may be required; Adequate analysis of all relevant legal, financial and technical risks in the preparation of project documentation; Development of tender and project documentation in line with internationally recognized market standards and best practices applicable to similar projects; Selection of the most competitive IPP bid; and Successful negotiation of the PPA and other related project agreements and implementation of the Mini-Hydro Projects.

Perform all the activities necessary to achieve the above stated objectives of this workstream including, without limitations, the following:

1. Preliminary Analysis Phase
   • Review of all existing documentation of the project, including the feasibility study (if any at this stage), Environment and
   • Social Impact Assessment Study (as well as any updated technical, social, environmental and financial studies that may be updated and made available in the meantime), the RFQ documentation (if applicable) and other related documents necessary to acquire a thorough understanding of the Mini-Hydro Projects;
   • Identify and provide recommendations on all matters relating to the RFP process and the integration of different components of the project including, where appropriate, the selection criteria, technical specifications, timeframe and other related aspects;
2. RFP Process
   • Assist the GoSTP in launching the RFP process with pre-qualified candidates on the basis of the tender documentation to be developed for the Mini-Hydro Projects;
   • Assist the GoSTP in responding to requests for clarification from the RFP candidates;
   • Monitor and assist in the receipt and handling process of the tenders to ensure compliance with applicable laws and best practices;
   • Lead a team of legal, financial and technical experts to review and assess the potential IPPs’ Commercial Offer, Term Sheets (if any provided at this stage), the Feasibility Report, the technical specifications, the financial models and all other project documentation;
   • Issue preliminary recommendations on the legal, financial and technical project, particularly through the testing of hypotheses and conclusions of the feasibility study and the development of a financial model;
   • Review and comment the draft Tender Evaluation Report and provide recommendations to assist the GoSTP in selecting the best submission.
3. Negotiation of the Project Documents
   • Adapt the model agreements included in the RFP, if applicable, and draft any necessary additional documents;
   • Establish with the GoSTP the list of conditions precedent to be met and documents to be provided by the IPP prior to the effectiveness of the PPA;
   • Support for the GoSTP in the negotiation with the selected IPP of the contracts relating to the Mini-Hydro Projects (if necessary);
   • Perform any additional due diligence necessary for the finalization and signing of all contractual documentation in connection with the construction and operation of the Mini-Hydro Project; and
   • Preparation of legal opinions, if required by one or more parties to the project agreements.

The deliverables of Workstream 2 were:

• Legal opinion on the result of the preliminary assessment phase;
• RFP documents and evidence of the support provided to the GoSTP throughout the process;
• Negotiated and balanced contractual documents for the implementation of the Mini-Hydro Projects with the selected bidders;

SUMMARY OF SERVICES

• Review of Power Sector Planning Documents and Targets
• Benchmark and Best Practices
• Strategy definition
• Reference Pricing Data Collection
• Legal, Bid & financing/guarantee strategy
• Procurement flow chart and organizational alternatives
• Market Intelligence