RFQ Document

THE
1.1 FEDERAL GOVERNMENT OF NIGERIA
Nigerian Gas Flare Commercialisation Programme
Request for Qualification
November, 2018
www.ngfcp.gov.ng
IMPORTANT NOTICES
This Request for Qualification (RFQ) is issued by the Federal Government of Nigeria (FGN)
through the Department of Petroleum Resources as part of the Nigerian Gas Flare
Commercialisation Programme (NGFCP) for information and use by parties who have
registered with the NGFCP to assist them in submitting Statements of Qualification (SOQ) to
participate in the NGFCP (www.ngfcp.gov.ng).
The FGN makes no representation or warranty as to the completeness of the information
contained herein. All Applicants are advised to seek their own independent financial, legal, tax,
technical, and other advice in connection with their participation in the NGFCP.
The FGN reserves the right to reject all SOQs or terminate the NGFCP procurement.
Glossary of Terms and Abbreviations
Applicant A registered party who has submitted a Statement of

Qualification
Bidder A Qualified Applicant that has presented a Proposal in
conformity with the requirements of the Request for Proposals
Business Day A day other than a Saturday, Sunday, or a public holiday
declared by the Federal Government of Nigeria, on which
commercial banks in Nigeria are legally permitted to be closed
for business
Commercial Agreements Each of the Milestone Development Agreement, Gas Sales
Agreement, Connection Agreement and, if applicable, the
Deliver-or-Pay Agreement
Confidentiality Confidentiality agreement signed by an Applicant in connection
Agreement with an Applicant’s submission of its Statement of Qualification
Connection Agreement An agreement conforming substantially to the template
appended to the Request-for-Proposals document which is
entered into by and between a Producer and a Flare Gas Buyer
with respect to the connection of the respective facilities of the
Producer and the Flare Gas Buyer through the Gas Connection
Assets
Consortium A consortium comprising two or more parties but not exceeding
five, which jointly submit a SOQ as an Applicant pursuant to and
in accordance with the terms and conditions of the RFQ.
Dataroom The virtual data room in the DPR which houses the Flare Site
Data, the RFP Document and the RFP Supporting Materials
Data Leasing Fee Fee payable by a Qualified Applicant to the Department of
Petroleum Resources for the purpose of leasing Flare Site Data
Data Prying Fee Fee payable by a Qualified Applicant to the Department of
Petroleum Resources for the purpose of prying Flare Site Data
Deliver-or-Pay Agreement An agreement that the Producer may sign with the Flare Gas
Buyer under which the Producer guarantees to supply an agreed
quantity of Flare Gas to the Flare Gas Buyer and within agreed
specification limits
Department of Petroleum A department in the Federal Ministry of Petroleum Resources,
Resources or any successor entity that has statutory responsibility for
ensuring compliance with petroleum laws, regulations and
guidelines related to the oil and gas industry in Nigeria
FGN Federal Government of Nigeria
Flare Gas Any natural gas produced in association with crude oil by a
Producer and finally diverted toward a flare site by the Producer
with the intent of the natural gas being flared
Flare Gas Buyer Preferred Bidder who will execute the Commercial Agreements
and purchase Flare Gas from the Seller
Flare Site Data The data, including Flare Gas forecast quantities, for a specified
flare site that the Department of Petroleum Resources makes
available in the Dataroom
Gas Sales Agreement An agreement whereby Flare Gas is sold by the Seller to the Flare
(GSA) Gas Buyer conforming substantially to the template appended
to the RFP document
Lead Member Lead member of a Consortium which will represent such
Consortium in the RFQ and RFP processes
Marginal Field An oil field in an Oil Mining Lease area designated as a marginal
field by the FGN
Milestone Development An agreement signed between the Seller and the Flare Gas
Agreement (MDA) Buyer by means of which the Flare Gas Buyer commits to design
and construct a Flare Gas utilisation facility according to specific
milestones
mmscf/d Million standard cubic feet per day
NGFCP Nigerian Gas Flare Commercialisation Programme of the FGN
NGFCP Portal The website hosted by the Department of Petroleum Resources
on which information about the NGFCP is published and through
which Applicants, Qualified Applicants and Bidders
communicate with the NGFCP, and access the RFP Package
Oil Mining Lease A lease granted by the Minister of Petroleum Resources to a
company, which allows such company to search for, win, work,
carry away, and dispose of crude oil
Permit to Access Flare Gas A permit granted to a company by the Minister of Petroleum
Resources to take Flare Gas at a flare site on behalf of the FGN
Preferred Bidder A Bidder whose Proposal for one or more flare site(s) has been
selected through the NGFCP auction process
Producer A holder of an Oil Mining Lease or allotee of a Marginal Field or
a Contractor under a Production Sharing Contract
Project A Flare Gas utilisation project developed by the Flare Gas Buyer
as identified in the Proposals or the relevant Commercial
Agreements
Proposal Proposal submitted by a Qualified Applicant in response to the
Request for Proposals
Proposals Evaluation The committee constituted by the Minister of Petroleum
Committee Resources for the purpose of evaluating the SOQs presented by
the Applicants to determine Qualified Applicant status, and
evaluating the Proposals to determine those Bidders that
achieve Preferred Bidder status
Qualified Applicant An Applicant who passes the compliance, technical, financial
and other evaluations referred to in the RFQ
RFP Request for Proposals under the NGFCP
RFP Package The RFP document, RFP supporting materials, and the Flare Site
Data
RFP supporting materials All documentation that may be made available to Qualified
Applicants under a RFP Process that are not the RFP document
or the Flare Site Data
RFQ Request for Qualification
Seller An entity owned and nominated by the Federal Government of
Nigeria as the Seller of the Flare Gas to a Flare Gas Buyer
Shadow emission credit Carbon price in US$/mscf as will be specified in the RFP
price document for the purpose of evaluating Proposals and applied
over the minimum take quantity specified in a Proposal
SOQ Statement of Qualification
Table of Contents
IMPORTANT NOTICES ..................................................................................................................... 2
Glossary of Terms and Abbreviations.............................................................................................. 3
Table of Contents ........................................................................................................................... 6
Table of Tables ............................................................................................................................... 7
1 Programme Overview.............................................................................................................. 1
1.1 Background .............................................................................................................................. 1
1.2 NGFCP in Brief.......................................................................................................................... 1
1.3 NGFCP’s Benefits to Investors ................................................................................................. 2
1.4 The Process .............................................................................................................................. 2
2 General Requirements............................................................................................................. 5
2.1 Eligibility to Participate ............................................................................................................ 5
2.2 Cost of Preparation of SOQs .................................................................................................... 5
2.3 Confidentiality Provisions ........................................................................................................ 6
2.4 Anti-Corruption and Fraud....................................................................................................... 6
2.5 Conflicts of Interest.................................................................................................................. 6
2.6 Right of Refusal ........................................................................................................................ 7
3 Statement of Qualification ......................................................................................................8
3.1 General Requirement .............................................................................................................. 8
3.2 Applicant Information (Attachment 6) .................................................................................... 8
3.3 Minimum Technical Qualifications .......................................................................................... 9
3.4 Minimum Financial Qualifications ........................................................................................... 9
3.5 Consortia.................................................................................................................................. 9
4 Submission Process ............................................................................................................... 11
4.1 Submission of SOQs ............................................................................................................... 11
4.2 Format of SOQ submission .................................................................................................... 11
4.3 Sealing and Labeling of SOQs................................................................................................. 12
4.4 Delivery and Acknowledgement of SOQs .............................................................................. 12
4.5 Payment of SOQ Submission Fee........................................................................................... 12
4.6 Late Submission and Disposition ........................................................................................... 13
4.7 Clarifications .......................................................................................................................... 13
4.8 Amendments and Termination.............................................................................................. 14
4.9 Modifications and Withdrawals............................................................................................. 14
5 Evaluation and Notification Process....................................................................................... 15
5.1 Evaluation Process ................................................................................................................. 15
5.2 Opening of SOQs.................................................................................................................... 15
5.3 Right to Investigations ........................................................................................................... 15
5.4 Evaluation Criteria and Selection........................................................................................... 16
5.5 Notification Process ............................................................................................................... 16
6 Contact Information .............................................................................................................. 17
6.1 Contact................................................................................................................................... 17
6.2 Contact Procedures ............................................................................................................... 17
7 Attachments ......................................................................................................................... 19
7.1 Attachment 1: Format for SOQ Checklist Form ..................................................................... 19
7.2 Attachment 2: Format for Commitment Letter..................................................................... 21
7.3 Attachment 3: Format for Consortium Letter ....................................................................... 23
7.4 Attachment 4: Format for Power of Attorney ....................................................................... 25
7.5 Attachment 5: Format for Confidentiality Agreement .......................................................... 27
7.6 Attachment 6: Information Required From all Applicants .................................................... 35
7.7 Attachment 7: Format for Technical Qualifications Form ..................................................... 41
7.8 Attachment 8: Format for Financial Qualification Form ....................................................... 44
7.9 Attachment 9: Format for Legal Qualification Form ............................................................. 46
Table of Tables
Table 1: Summary of Flare Site Data for Flare Sites ................................................................................. 3
Table 3: Format for SOQ Checklist Form................................................................................................ 19
Table 4: Format for Applicant Information ............................................................................................ 35
Table 5: Format for Ownership and Management Information ............................................................ 36
Table 6: Summary Consolidated Balance Sheet Form ........................................................................... 38
Table 7: Summary Consolidated Income Statement Form .................................................................... 39
Table 8: Summary Consolidated Cash Flow Form .................................................................................. 39
Table 9: Technical Qualifications Form .................................................................................................. 41
Table 10: Format for Previous Project Experience................................................................................. 42
Table 11: Financial Qualifications Form ................................................................................................. 44
1 Programme Overview
1.1 Background
Nigeria has a proven gas reserve of 199 trillion cubic feet, ranking in the top ten in the
world. A significant volume of associated gas, produced with crude oil, is currently
being flared. Nigeria flared an estimated 289 billion standard cubic feet of gas in 2016,
Nigeria is one of the top ten gas flaring countries globally.
The policy thrust of the Federal Government of Nigeria (FGN) is to eliminate the
practice of routine gas flaring within its oil and gas fields by year 2020. This aligns with
the National Gas Policy, published in the official gazette in December 2017, and with
the Ministry of Petroleum Resources’ “7 Big Wins”, which are short- and medium-term
priorities to grow Nigeria’s oil and gas industry. The FGN endorsed the World Bank’s
Zero Routine Flaring Reduction by 2030 initiative in June 2016. In May 2017, the FGN
ratified the 2015 Paris Climate Change Agreement and submitted its first nationally
determined contributions, which included gas flaring reduction as a mitigation
measure to combat global warming.
The Federal Executive Council (the cabinet) in 2016 approved the Nigeria Gas Flare
Commercialisation Programme (NGFCP) as the mechanism for implementing Nigeria’s
commitment to eliminate routine gas flaring. The NGFCP lays out a commercial
framework for the FGN to sell gas that would otherwise be flared. President Buhari
signed the Flare Gas (Prevention Of Waste And Pollution) Regulations 2018 in July 2018
(available at www.ngfcp.gov.ng), providing the regulatory framework for the NGFCP.
1.2 NGFCP in Brief

The FGN is launching a series of auctions to attract private sector participation to
develop projects to commercialise Flare Gas under the NFGCP. These auctions will
present a significant opportunity for both domestic and international investors and
lenders to participate in the largest Flare Gas monetisation programme in the world.
 Flare gas is being made available for sale by the FGN through the auctions.
 This Request for Qualification (RFQ) is for the first auction in a series, as explained
in Section 1.4.1.
 Approximately 790 million standard cubic feet per day (mmscf/d) of natural gas
associated with petroleum production is being flared from approximately 180 flare
sites within Nigeria’s oil and gas fields today.
 Through a competitive open bidding process, Applicants who have qualified
(Qualified Applicants) will be invited to submit Proposals to access, purchase and
use, or on-sell for use, Flare Gas.
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 The Flare Gas will be sold under a Gas Sales Agreement to be executed between
each successful Bidder whose Proposal is accepted by the FGN (Preferred Bidder)
and the Seller (an FGN-authorised entity).
 The FGN wishes to attract interest from potential bidders on a worldwide basis.
More detailed information about the NGFCP can be found in the Programme
Information Memorandum November 2018, available at www.ngfcp.gov.ng.
Information about other approvals that are needed from the agencies outside of the
Ministry of Petroleum Resources to execute projects under the NGFCP can be found
at www.dpr.gov.ng.
1.3 NGFCP’s Benefits to Investors
The NGFCP offers the following features that can benefit investors:
 Competitive auction rounds – potential bidders can expect an open and
transparent bidding process that conforms to international best practice.
 Sale of Flare Gas by FGN at competitive market-driven prices.
 Opportunity for secure and dependable long-term gas supply enhancing the
monetisation of Flare Gas.
 Ability to bid for small or large quantities of Flare Gas depending on the size of
their proposed Project size and the Flare Gas quantities offered/available.
 Clustering opportunities – some flare sites may naturally align with others,
permitting buyers to gain access to larger quantities of Flare Gas as needed to
meet their Project needs.
 Ability to submit multiple Proposals meeting the predetermined criteria laid out
in the Request for Proposals (RFP).
 Flexibility – the NGFCP is market-driven, and Bidders will have flexibility of
choosing which flare site(s) to bid for, the gas price, and the end market or gas
product, as well as the technology to be used.
1.4 The Process

1.4.1 Process Overview
The process for commercialising Flare Gas will occur through a competitive bidding
process by which Qualified Applicants will propose their business plans for developing
and implementing gas monetisation projects (Proposals) and, if selected as Preferred
Bidder, develop their Projects to purchase and utilise available Flare Gas from existing
flare sites. The precise number and locations of the flare sites to be auctioned in each
auction round will be contained within the specific RFP Package. Auction rounds
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following the initial auction will cover Flare Gas and flare sites not awarded in previous
auction round(s) or not successfully developed by Preferred Bidders in previous
auction round(s). Any company or Consortium with an interest in purchasing and
commercialising Flare Gas is invited, having previously registered into the NGFCP
Portal, to submit a Statement of Qualification (SOQ) in response to this RFQ (referred
to as Applicant hereafter). Each Applicant is required to sign a Confidentiality
Agreement supported by a power of attorney as part of its SOQ submission. A
company can act on behalf of a Consortium of parties (see section 2.1.2). An Applicant
satisfying the minimum requirements provided for in this RFQ (see Section 3.3
Minimum Technical Qualifications and Section 3.4 Minimum Financial Qualifications),
and, if relevant, Section 3.5 Legal Qualifications for Consortium, becomes a Qualified
Applicant.
A Qualified Applicant may pry or lease Flare Site Data upon payment of the
corresponding Data Prying Fee (for all flare sites) or the Data Leasing Fee (per flare
site).
In response to the RFP, Qualified Applicants will be able to submit Proposals for the
utilisation of Flare Gas from a single or multiple flare sites. Qualified Applicants will be
able to submit a single Proposal, multiple Proposals, and/or alternative Proposals. For
the purpose of the preceding sentence, alternative Proposals refer to separate
Proposals which may cover different flare sites and/or utilisation technologies, and in
respect of only one Proposal may the Qualified Applicant become Preferred BIdder.
1.4.2 The RFQ Process

Table 1 below summarises the flare sites and Flare Gas that will be offered in this first
auction. The precise information on the Flare Gas will be made available in the Flare
Site Data, which Qualified Applicants will be able to access in the RFP stage. Please
note that Flare sites may be added or removed from the list prior to issuance of the
RFP.
Table 1: Summary of Flare Site Data for Flare Sites
Parameter Data
Total Flare Gas available (estimation) 660 mmscf/d
Range of Flare Gas available per flare site (estimation) 1–63 mmscf/d
Number of flare sites (estimation) 90
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Note that, as specified in Regulation 3 of Section 2 of the Flare Gas (Prevention of Wate
and Pollution) Regulations 2018, producers of associated gas currently being flared
may be allowed by the Minister of Petroleum Resources to develop their own flare-
out projects. Any Flare Gas required for such projects is outside of that which will be
offered in the RFP.
1.4.3 Process beyond RFQ

Through the RFP, Qualified Applicants will be invited to submit Proposals in the classic
two envelope approach, “Technical and Commercial Proposal” and “Financial
Proposal”. Proposals will be evaluated using published evaluation criteria that will be
applied by a Proposals Evaluation Committee to be appointed by the Minister of
Petroleum Resources.
Evaluation of the Technical and Commercial Proposal will be on a strictly pass/fail
basis. Only Bidders whose Technical and Commercial Proposals have passed will have
their Financial Proposal opened and evaluated.
The primary objective of the NGFCP is to significantly reduce gas flaring. As such, the
Proposals will be evaluated and selected by the Proposals Evaluation Committee based
on:
a) a calculation of the overall flare reduction proposed;
b) the prices for Flare Gas offered in the Proposals;
c) a shadow emission credit price which is used to weigh the Flare Gas quantity to
be taken;
d) the consistency of the offer received to NGFCP principles and the National Gas
Policy objectives of the Federal Government.
More details about different stages in the bid process are provided in the
Programme Information Memorandum dated November 2018.
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2 General Requirements
2.1 Eligibility to Participate

Any registered party satisfying the minimum requirements provided for in this RFQ
may submit a SOQ to apply to become a Qualified Applicant.
An Applicant is not required to be a Nigerian entity in order to submit its SOQ.
Following a successful bid, each Preferred Bidder will be required to act through or
establish a Nigerian corporate entity, which will enter into the necessary Commercial
Agreements.
Each Applicant must meet the anti-corruption, fraud and conflicts of interest standards
required by NGFCP as outlined in Sections 2.4 and 2.5.
2.1.1 Applicant’s Duly Authorised Representative
Each Applicant will designate a duly authorised representative as its attorney and to
act as the principal point of contact for the NGFCP in respect of every matter related
to its SOQ.
2.1.2 Consortia
A company may act on behalf of a Consortium of interested parties and submit a SOQ
in the name of the Consortium. A company representing a Consortium must list all
members of the Consortium and provide a copy of the joint venture agreement or any
other document demonstrating their arrangements (see Attachment 3: Format for
Consortium Letter). The members of a Consortium will be jointly and severally liable
for all obligations under the SOQ, and under any Proposals submitted into the RFP on
behalf of the Consortium.
A company may submit a SOQ on an individual basis and simultaneously participate as

a member of any Consortium that submits another SOQ. A company may participate
in more than one Consortium submitting a SOQ.
Each Consortium must identify a Lead Member to represent the Consortium during
the RFQ and RFP processes and during all subsequent negotiations with the FGN
concerning the NGFCP.
2.2 Cost of Preparation of SOQs

Each Applicant shall bear all the costs and expenses arising in relation to its
participation in the RFQ process.
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2.3 Confidentiality Provisions
2.3.1 Confidentiality of SOQs
The FGN will keep confidential all information not publicly available in the SOQs
provided by Applicants and in the Proposals submitted by Qualified Applicants.
Applicants are required to sign a Confidentiality Agreement, which applies to the Flare
Site Data and any other information that is not publicly available provided by the FGN
during the RFP process.
2.4 Anti-Corruption and Fraud

The FGN will require that any Applicant or Qualified Applicant observe the highest
standard of ethics during the bid processes and during the execution of any Project in
relation to the NGFCP. Applicants shall submit to the FGN for audit by an independent
auditor appointed by the NGFCP all accounts, records and other documents (relating
to the submission of its SOQ) in relation to any suspected act of corruption. Any Flare
Gas Buyer executing the Commercial Agreements must represent, warrant, and
covenant that it has not engaged in any corrupt practices in relation to the NGFCP.
Applicants cannot be on the Economic and Financial Crimes Commission debarred list,
Independent Corrupt Practices And Other Related Offences Commission debarred list,
World Bank debarred list (the electronic address of firms and individuals debarred by
the World Bank is: http://www.worldbank.org/debarr), or on the US Treasury Office
of Foreign Assets Control list (the electronic address of firms and individuals on the
Office of Foreign Assets Control list is https://www.treasury.gov/resource-
center/sanctions/SDN-List/Pages/default.asp ). Documentation may be required at
the RFP stage to evidence that no such person is involved in any capacity in a Proposal
or Project.
If, in the sole judgment of the FGN an Applicant has or has in all reasonable likelihood
engaged in any corrupt practice or fraudulent practice, the FGN may, at its sole
discretion, disqualify such Applicant at any stage of this auction process.
2.5 Conflicts of Interest

Applicants and Bidders shall not have any conflict of interest in relation to their SOQs
or Proposals, and shall disclose to the FGN any relationship that might involve a conflict
of interest.
An Applicant or a Bidder shall be considered to have a conflict of interest and stand
disqualified if:
 it or a significant shareholder of the Applicant or the Bidder participated in any
capacity in the preparation or design of this NGFCP process; and/or
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 a government official of the FGN owns directly or indirectly a beneficial interest
in the Applicant or the Bidder, or has an interest in any Proposals submitted by
the Bidder.
2.6 Right of Refusal

The FGN reserves the right, in its sole discretion, to terminate the auction process
contemplated herein. FGN reserves the right to reject all SOQs. The FGN will not be
liable or responsible to any registered party or Applicant for any cost or expense
incurred in responding or who has responded to this RFQ or in any investigation,
negotiation, or transaction, whether or not executed, which may follow. However, in
the event of the termination of the RFQ process by the FGN before its conclusion, any
SOQ submission fees paid will be refunded to Applicants.
The issuance of this RFQ does not obligate the FGN to award Qualified Applicant status
to one or more parties. Furthermore, the issuance of this RFQ may or may not result
in the issuance of a RFP, may or may not result in any award of Preferred Bidder status
and may or may not result in the execution of the Commercial Agreements under the
NGFCP.
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3 Statement of Qualification
3.1 General Requirement

Each Applicant is required to submit a SOQ in order to be considered for Qualified
Applicant status. To achieve that status, each Applicant must demonstrate the ability
to undertake and satisfy the demands of designing, building, financing, operating and
maintaining the Project.
The SOQ is divided into four main parts:

• Details about the Applicant;
• Technical Qualifications;
• Financial Qualifications; and
• Legal Qualifications for Consortia.
3.2 Applicant Information (Attachment 6)

Each Applicant is required to complete and submit relevant information described in
this section.
3.2.1 SOQ Checklist Form
Each Applicant must complete and submit the SOQ Checklist Form (refer to
Attachment 1: Format for SOQ Checklist Form).
3.2.2 Commitment Letter
Each Applicant must complete and submit the Commitment Letter (refer to
Attachment 2: Format for Commitment Letter).
3.2.3 Power of Attorney Form
Each Applicant must complete and submit the Power of Attorney Form (refer to
Attachment 4: Format for Power of Attorney). If Applicant is a Consortium, each
member of such Consortium must appoint the same person as its attorney. Failure by
an Applicant to maintain a power of attorney in compliance with this may result in the
disqualification of such Applicant and rejection of its SOQ.
3.2.4 Confidentiality Agreement
Each Applicant must sign a Confidentiality Agreement (refer to Attachment 5: Format
for Confidentiality Agreement) which will be countersigned by the Department of
Petroleum Resources.
3.2.5 Applicant Information Form
Each Applicant must complete and submit the Applicant Information Form (refer to
Attachment 6: Information Required From all Applicants).
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3.3 Minimum Technical Qualifications
Each Applicant must complete and submit the Technical Qualifications Form (refer to
Attachment 7: Format for Technical Qualifications Form).
To satisfy the minimum technical qualifications, each Applicant must provide
information about their technical experience in the design, construction, operation
and maintenance of projects of a nature and size similar or larger than US$5 million.
Each Applicant is required to satisfy the following minimum technical qualifications in
order to be awarded Qualified Applicant status:
a) Demonstrable project development experience, and
b) Demonstrable previous experience in either owning or operating gas to
power, gas to liquids, gas processing and/or transportation, or similar
projects, and
c) Use of proven technology in commercial application.
Where the Applicant is a Consortium, the credentials of the members will be

considered together to determine whether the Consortium satisfies the minimum
technical qualifications listed above.
3.4 Minimum Financial Qualifications

Each Applicant must complete and submit the Financial Qualifications Form (refer to
Attachment 8: Format for Financial Qualification Form).
Each Applicant is required to satisfy the following minimum financial qualification to
become a Qualified Applicant:
Must have a net worth (total assets minus total liabilities) of at least US$ 5 million.
Where the Applicant is a Consortium, the credentials of the members will be
considered together to determine whether the Consortium satisfies the minimum
financial qualifications listed above.
3.5 Consortia
If the Applicant is a Consortium, a Commitment Letter will be signed by the Lead
Member of the Consortium. A Consortium Letter must also be completed and
submitted as provided in Attachment 3 and signed by representatives of all members
of the Consortium. In addition, the following documents must be completed and
submitted by each member:
a) Power of Attorney;
b) Confidentiality Agreement;
c) Applicant Information Form;
d) Technical Qualifications Form;
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e) Financial Qualifications Form; and
f) Legal Qualifications Form.
Each Applicant that is a Consortium must comply with the requirements of Section 7.9.
Where the Applicant is a Consortium, the number of members must not exceed five.
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4 Submission Process
4.1 Submission of SOQs

Each Applicant is required to complete and submit a SOQ and pay the SOQ submission
fee by 17:00 hours West Africa time on or before the SOQ submission deadline January
20, 2019 in order to qualify for consideration as a Qualified Applicant.
Each Applicant is responsible for preparing and delivering its SOQ in the required
format.
The FGN reserves the right, in its sole discretion, to extend the SOQ submission
deadline.
4.2 Format of SOQ submission
4.2.1 Submissions of SOQs

An Applicant must submit its SOQ in the following number and form:
a) One electronic file (PDF format with a maximum file size of 10MB) uploaded to
the NGFCP Portal
b) Two printed and bound originals should be submitted to the address specified
in Section 6.2.1.
All documentation must be submitted in the English language. The FGN has no
obligation to return to the Applicants any documentation or materials submitted by
them in relation to the RFQ.
In the event of any differences between the electronic and printed submissions, the
electronic submission takes precedence.
The SOQ submission deadline is the same for printed and bound SOQs and electronic
SOQ documents.
4.2.2 Order and Headings of Contents
Each SOQ must include every document listed, and be submitted in the order
prescribed, in the SOQ Checklist (refer to Attachment 1: Format for SOQ Checklist
Form). SOQs not submitted in material compliance with the foregoing will be
disqualified by the FGN.
4.2.3 Signature
Each original SOQ must be signed by the duly authorised representative of the
Applicant.
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4.2.4 Currency Contained in SOQs
All financial information provided by any Applicant in any SOQ must be expressed in
the US$ for benchmarking purposes.
4.2.5 Interlineations, Erasures or Overwriting
Any interlineation, erasure or overwriting in any SOQ will only be valid if the same is
initialled by the duly authorised representative of the Applicant submitting such SOQ.
4.3 Sealing and Labeling of SOQs

Each SOQ must be sealed in an envelope or, if contained in more than one envelope,
every such envelope must be sealed.
Every envelope that contains any SOQ or any part thereof must:
a) Bear the name and address for delivery specified in Section 6.2.1;
b) Bear the name of the Applicant;
c) If submitted in more than one envelope, be sequentially numbered with the
statement “NUMBER [number] of [number] ENVELOPES”.
4.4 Delivery and Acknowledgement of SOQs
4.4.1 Means of Delivery

Each Applicant must deliver its SOQ by hand or courier at the address for delivery
specified in Section 6.2.1 and on the NGFCP Portal specified in Section 0 on or before
the SOQ submission deadline.
4.4.2 Acknowledgement of Delivery
The FGN will keep a register of Applicants.
Upon receipt of each SOQ, the FGN will:
a) Issue a receipt to the Applicant confirming delivery of the SOQ; and
b) Record in the Applicant register the Applicant’s name, time and date of
receipt of the relevant SOQ as well as the name and number of envelopes
received as part of the relevant SOQ.
The FGN will place the register of Applicants in a secure place and will, subject to the
provisions of Section 6.6, ensure that every SOQ is properly safeguarded.
4.5 Payment of SOQ Submission Fee

For a SOQ to be compliant, the Applicant is required to pay a SOQ submission fee, of
US$1,000 (one thousand) which is non-refundable, except if the RFQ process is
terminated before its completion. The payment of this fee will be in US Dollars wire
transferred to the following account:
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Bank: Standard Chartered Bank UK Limited
Account Name: CBN Min of Petrol Res DPR Nat Data Repository
US $ A/c Number: 01270348350
IBAN: GB85 SCBL 6091 0412 703483
SWIFT: SCBLGB2LXXX
Any bank charges arising from the wire transfer are to be paid by the Applicant.
Applicant should submit evidence of payment of the SOQ submission fee through the
NGFCP Portal. The SOQ submission fee must be paid on or before the SOQ submission
deadline.
4.6 Late Submission and Disposition

No SOQ will be accepted into the RFQ process if either the SOQ or the related SOQ
submission fee is received after the SOQ submission deadline. Any such non-accepted
SOQ will not be opened and will be destroyed by the FGN within five Business Days of
the date of receipt. In the event of such non-acceptance, Applicant will be advised by
the FGN.
4.7 Clarifications
4.7.1 Requests for Clarifications

Any Applicant may request a clarification on any aspect of this RFQ by submitting such
request in writing to the NGFCP contact person through the NGFCP Portal no later than
ten Business Days prior to the SOQ submission deadline.
4.7.2 Reply to Requests for Clarifications
The FGN will respond to a request for clarification within three Business Days. All
responses to those requests for clarification will be released (together with a copy of
the question, in a generalised form) to all Applicants concurrently via the NGFCP
Portal, with email notification upon those answers being posted.
In responding to any request for clarification, the FGN will make every reasonable
effort to avoid any disclosure of the identity of the party that requested such
clarification.
4.7.3 Clarification of Applications
To assist in the evaluation of SOQs, the FGN may, at its sole discretion, seek clarification
on any matter in any SOQ (including for missing documents). In the process of such
clarification, no material change or introduction of new factors that affect the
substance of any SOQ will be sought, offered or permitted.
13
Each response from any Applicant must be received by NGFCP in writing via email to
info@ngfcp.gov.ng within three Business Days of transmission of the request for
clarification by NGFCP to the Applicant.
In the absence of a response within the required timeframe, the Proposals Evaluation
Committee will evaluate the SOQ based only on the information that has already been
submitted.
4.8 Amendments and Termination

The FGN reserves the right to reject all SOQs or terminate this NGFCP auction process.
The FGN will not be liable to any Applicant because of termination or rejection of all
SOQs. Further, the FGN will have no obligation to inform any Applicant of the grounds
for such action. The FGN will inform all Applicants within 10 Business Days after
pursuing either of the aforementioned actions.
4.9 Modifications and Withdrawals
4.9.1 Modifications Allowed

Any Applicant may modify its SOQ after submission if such modification is received by
the FGN prior to the SOQ submission deadline. Any Applicant that seeks to make any
modification as permitted herein must withdraw its original SOQ and subsequently re-
submit its modified SOQ in its entirety prior to the SOQ submission deadline. An
Applicant will pay only a single SOQ submission fee.
4.9.2 Withdrawals Allowed
Any Applicant may withdraw its SOQ provided that such Applicant delivers written
notice of such withdrawal to the FGN prior to publication on the NGFCP Portal of the
list of Qualified Applicants.
Each Applicant's withdrawal notice must be:
a) In writing;
b) Delivered by hand or courier;
c) Addressed to the NGFCP contact person per Section 6.1.2; and
d) Contained in a sealed envelope labeled "WITHDRAWAL NOTICE."
14
5 Evaluation and Notification Process
5.1 Evaluation Process

The FGN seeks Applicants that are able to demonstrate an ability to design, build,
finance, sustainably operate and maintain flare-gas commercialisation project(s) to
internationally recognised standards.
Towards this goal, the evaluation process is divided into three parts:
a) Evaluation to check compliance with the RFQ requirements;
b) Technical Evaluation; and
c) Financial Evaluation.
The evaluation process will result in the selection of a list of Qualified Applicants who
will be invited to participate in the RFP process.
5.2 Opening of SOQs
5.2.1 Proposal Evaluation Committee

A Proposals Evaluation Committee will be appointed by the Minister of Petroleum
Resources to review and evaluate the SOQs. A panel of independent observers will
also be appointed by the Minister to observe and monitor the evaluation process to
be conducted by the Proposals Evaluation Committee.
5.2.2 Opening Procedures
After the SOQ submission deadline, the Proposals Evaluation Committee will hold a
meeting (which Applicants may attend, and to which the media will be invited) to open
every SOQ submitted by Applicants that have paid the SOQ submission fee and
submitted their SOQ both by the SOQ submission deadline.
The Proposals Evaluation Committee will cross-reference the name of every SOQ and
the contents of every SOQ against the register of Applicants.
The Proposals Evaluation Committee will examine every SOQ to ensure its
completeness and compliance with RFQ requirements. Only compliant and complete
SOQs will move forward to the technical and financial evaluations.
5.3 Right to Investigations

The Proposals Evaluation Committee may, at its sole discretion:
a) Investigate the technical and financial experience of any Applicant; and
b) Seek out confirmation from any other party of information furnished by any
Applicant in any SOQ or otherwise.
15
5.4 Evaluation Criteria and Selection
Compliant SOQs will also undergo technical and financial evaluations by the Proposals
Evaluation Committee and, in order to become Qualified Applicants, must satisfy the
minimum criteria listed in Sections 3.3, 3.4, and, if applicable, 3.5.
5.4.1 Limitations of Qualification
Awarding of Qualified Applicant status under this RFQ does not qualify an Applicant
for any other NGFCP activity, including future auction rounds relating to the NGFCP.
Any statements or communication (oral or written) during the RFQ process, including
the award of Qualified Applicant status, shall not create or be deemed to create any
binding legal relationship or contract between the Applicant and the FGN.
5.5 Notification Process

The FGN will notify each Applicant in writing as to whether or not it has been selected
as a Qualified Applicant. The list of Qualified Applicants will be published on the NGFCP
Portal.
16
6 Contact Information
6.1 Contact
Save for submission of printed documents required under this RFQ process, all contact
related to this RFQ by registered parties, Applicants or Qualified Applicants must only
be through the NGFCP Portal to the NGFCP contact person designated in Section 6.2.1.
6.1.1 Contact Prior to Submission of SOQs
All contact related to this RFQ by registered parties must be through the NGFCP Portal
to the NGFCP contact person designated in Section 6.2.1.
Applicants may contact NGFCP to request information or clarification during the RFQ
process. All such contact shall, at all times, be conducted only by the duly authorised
representative of the relevant applicant through the NGFCP Portal.
6.1.2 Contact Following Submission of SOQs
No Applicant shall contact the Ministry of Petroleum Resources, its departments,
directors, officers, employees, agents, advisors, attorneys, consultants or
representatives or any member of the Proposals Evaluation Committee, except
through the NGFCP contact person in the manner prescribed in Section 6.2.1, on any
matter related to any SOQ or the RFQ process from the date of the SOQ submission
deadline to the date of selection of the Qualified Applicants. Any contact in that period
by any Applicants other than through the NGFCP Portal to the NGFCP contact person
designated in Section 6.2.1 may result in the disqualification of such Applicant and
rejection of its SOQ.
6.2 Contact Procedures
6.2.1 NGFCP Contact Person and Address

Save for submission of printed documents required under this RFQ process, interested
parties and Applicants shall direct all contact with NGFCP in writing and only through
the NGFCP Portal to the NGFCP contact person at info@ngfcp.gov.ng through the
NGFCP Portal.
Printed documents required under this RFQ process shall be submitted to:
The Programme Manager
Nigerian Gas Flare Commercialisation Programme (NGFCP)
Department of Petroleum Resources (DPR) Zonal Office
7 Sylvester Ugoh Crescent
Jabi District
Abuja FCT
Nigeria
17
6.2.2 Website for Uploading SOQ
Interested parties shall upload their SOQs to the NGFCP Portal at www.ngfcp.gov.ng
NGFCP Portal following NGFCP’s instructions.
18
7 Attachments
7.1 Attachment 1: Format for SOQ Checklist Form

Each Applicant must submit the following checklist. If the Applicant is a Consortium,
this table must be completed for the Consortium and supported by a completed table
for every member of such Consortium commencing with the Lead Member.
Table 2: Format for SOQ Checklist Form
RFQ Section Item Location in SOQ

Section Page
Attachment 2 2. Commitment Letter
Attachment 3 3. Consortium Letter (if applicable)
Attachment 4 4. Power of Attorney
Attachment 5 5. Confidentiality Agreement
Attachment 6 6. Applicant Information Form
o Applicant Information
o Ownership And Management
Information
o Organisational Chart
o Incorporation Documents
o Financial Documents
Attachment 7 7. Technical Qualifications Form
o Company or Consortium
Information
Capability, Structure and
Organisation
o Minimum Technical
Qualifications
o Other Information (if
applicable)
Attachment 8 8. Financial Qualifications Form
Information
o Funding Activities
o Subsidiary Companies
o Minimum Financial Criteria
Attachment 9 9. Legal Qualifications Form (if
applicable)
19
RFQ Section Item Location in SOQ
Section Page
Information
o Legal Status (if applicable)
o Consortium Agreement (if
applicable)
Section 4.5 10. SOQ Submission Fee
o Evidence of payment,
including Payment Date
20
7.2 Attachment 2: Format for Commitment Letter
[Date]
Department of Petroleum Resources (DPR), Zonal Office
Jabi District
Abuja FCT
NIgeria.
Email: info@ngfcp.gov.ng
Re: [NAME OF APPLICANT]

Commitment Letter
1. This SOQ is submitted by: [name of Applicant]

[If a Consortium, list the name and nationality of every Member of the Consortium
below the Consortium name commencing with the Lead Member]
2. We confirm that the definitions and terms of the RFQ apply to this letter.
3. We hereby submit a SOQ in conformity with the RFQ and hereby apply for selection
as a Qualified Applicant.
4. We have paid the SOQ submission fee in line with the instructions in the RFQ.
5. We agree with all provisions in this RFQ, including those related to confidentiality
of SOQs.
6. We accept the right of the FGN to extend or amend the timetable for the selection
process for the Project at its sole discretion.
7. We represent and warrant, as of the date of this letter, that all information
submitted in our SOQ, including the enclosed forms and documents, is true,
complete and accurate in every respect.
8. We represent and warrant that, as of the date of this letter, we have no pending
or threatening litigation or legal proceedings that would impair our ability to
implement the Project which may be the subject of a Proposal we may submit in
the event we are selected as a Qualified Applicant.
9. We attach the following documents as part of our SOQ:
9.1. SOQ Checklist;
21
9.2. Consortium Letter (if applicable);
9.3. Power of Attorney;
9.4. Confidentiality Agreement;
9.5. Applicant Information Form;
9.6. Technical Qualifications Form;
9.7. Financial Qualifications Form;
9.8. Legal Qualifications Form (if applicable); and
9.9. Evidence of payment of SOQ submission fee.
10. We hereby agree to accept the decision of the FGN in respect of its selection of
Qualified Applicants and waive every right of objection or recourse in respect of
any such decision.
______________________________
Duly Authorised Representative
[Name of Applicant]
Name:
Title:
Organisation:
22
7.3 Attachment 3: Format for Consortium Letter
[Date]
Department of Petroleum Resources (DPR), Zonal Office
Jabi District
Abuja FCT
Nigeria
Email: info@ngfcp.gov.ng
Re: [NAMES OF CONSORTIUM MEMBERS]

Consortium Letter
1. We are Members of the [name of Consortium].
2. We have read the SOQ submitted by the [name of Consortium] and the
representations made about us in such SOQ.
3. We represent and warrant, as of the date of this letter, that all information
submitted about us in such SOQ, including the enclosed forms and documents, is
true, complete and accurate in every respect.
4. We bind ourselves on a joint and several basis to every representation and

obligation made by such Consortium in such SOQ including but not limited to those
representations and obligations found in the Commitment Letter
5. If the Consortium ultimately becomes the Preferred Bidder selected, we will

incorporate a project company in Nigeria for the purposes of executing the
Commercial Agreements.
______________________________

[Name of Consortium Member]
Name:
Title:
Organisation:
23
______________________________

Name:
Title:
Organisation:
______________________________

Name:
Title:
Organisation:
______________________________

Name:
Title:
Organisation:
______________________________

Name:
Title:
Organisation:
24
7.4 Attachment 4: Format for Power of Attorney
This Power of Attorney must be signed by an authorised representative of the
Applicant. If the Applicant is a Consortium, a Power of Attorney must be provided by
every member of such Consortium and each member of such Consortium must
nominate the same person as its Attorney.
THIS POWER OF ATTORNEY is dated as of [day] of [month] [year].

[Name of the Applicant or Member] (“Principal”) hereby appoints
__________________ as its true and lawful attorney (“Attorney”) for it and, in its
name, to:
a) Execute under hand, or under seal, and deliver all documents described in the
SOQ;
b) Deliver and receive any SOQ or instrument in relation to any SOQ;
c) Do all things necessary and incidental in respect of every matter set out herein,
including but not limited to the undertaking, execution and performance of any
other deed, matter, act or thing which, in the opinion of the Attorney, ought to
be undertaken, executed or performed to perfect or otherwise give effect to any
SOQ; and
d) Act as its Duly Authorised Representative in respect of every matter related to
the SOQs.
AND IT DECLARES THAT:
1. The power and authority hereby given shall remain in full force and effect for a
period of one year, or until their revocation by written notice to the Attorney, in
such case the Principal shall inform the NGFCP of this revocation in writing.
2. The Principal shall, from time to time and at all times, ratify and confirm whatever
the Attorney lawfully does or causes to be done pursuant to this Power of Attorney
and shall indemnify and keep the Attorney indemnified against every claim,
demand, cost, damage, loss and expense, however arising (including from the
form, sufficiency, accuracy, genuineness, falsification or legal effect of the SOQs),
consequent upon the lawful exercise of all or any of the powers or authorities
hereby granted.
3. The Principal shall forthwith, upon execution and delivery of this Power of
Attorney, properly register this Power of Attorney.
IN WITNESS WHEREOF, [name of Applicant or Member] has executed this Power of

Attorney under seal (as appropriate) on the date first set out above.
[Seal]
25
______________________________
[Authorised signatory of Applicant or Member]
[Name of Applicant or Member]
Name:
Title:
Organisation:
26
7.5 Attachment 5: Format for Confidentiality Agreement
Confidentiality Agreement
THIS AGREEMENT is made this ………………..day of ……………………...………201 , BETWEEN
the FEDERAL GOVERNMENT OF NIGERIA represented by the DEPARTMENT OF
PETROLEUM RESOURCES of the MINISTRY OF PETROLEUM RESOURCES having its
office at 7 Kofo Abayomi Street, Victoria Island, Lagos, Nigeria (hereinafter referred to
as the "Disclosing Party” which expression shall where the context so admits include its
successors in title and assigns) of the one part, and …………………………….. whose
registered office is located at …………………………………………..(hereinafter referred to as
"Receiving Party" which expression shall where the context so admits include its
successors in title and assigns) of the other part. Collectively Disclosing Party and
Receiving Party are “Parties”.
WHEREAS,
1. The Federal Government of Nigeria, in exercising its right to take natural gas
produced with crude oil by the licensee or lessee free of cost at the flare or at
an agreed cost and without payment of royalty pursuant to paragraph 35 (b) (1)
of the First Schedule to the Petroleum Act, wishes to conduct a bid process to
grant investors Permit to Access Flare Gas.
2. Therefore, in connection with the Receiving Party’s consideration of making a
proposal (a “Proposal”) in the NGFCP process and subsequently of purchasing
Associated Gas that would otherwise be flared as further described in the
Request for Qualification issued on [______ 20__] (the “Transaction”), the
Receiving Party has requested certain information concerning or otherwise
possessed by the Disclosing Party which is non-public, confidential, or
proprietary in nature; and
3. The Disclosing Party wishes to protect and preserve the confidentiality of such
information.
WHEREBY IT IS HEREBY AGREED AS FOLLOWS

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I: DEFINITIONS
1. For purposes of this Agreement, the following terms have the following
meanings:
1.1“Confidential Information” means all information, data, documents,

agreements, files and other materials, whether disclosed orally or disclosed
27
or stored in written, electronic or other form or media, which is obtained
from or disclosed by the Disclosing Party or its Representatives before or
after the date hereof regarding the Disclosing Party, including, without
limitation, all analyses, compilations, reports, forecasts, studies, samples
and other documents prepared by or for the Receiving Party which contain
or otherwise reflect or are generated from such information, data,
documents, agreements, files or other materials.
The term "Confidential Information" as used herein does not include

information that: (i) at the time of disclosure or thereafter is generally
available to and known by the public (other than as a result of its disclosure
directly or indirectly by the Receiving Party or its Representatives in
violation of this Agreement); (ii) was available to the Receiving Party from a
source other than the Disclosing Party or its Representatives, provided that
such source, to the Receiving Party’s knowledge after reasonable inquiry, is
not and was not bound by a confidentiality agreement regarding the
Disclosing Party; or (iii) has been independently acquired or developed by
the Receiving Party without violating any of its obligations under this
Agreement.
1.2 “Flare Site Data” can include, but is not limited to, any commercial,
technical and other information and interpretations including:
1.2.1 dynamic PVT data such as gas volumes, oil volumes, flow rates,
gas oil rate, flow pressure and temperature, gas composition,
reserves figures; and
1.2.2 relevant cultural data in relation to the flare site(s), such as
field name, operator, location, terrain, coordinates, Oil Mining
Lease number or Marginal Field details, available
infrastructure, geophysical maps, models, interpretations.
a) “Person” means any individual, partnership (whether general or limited),

limited liability company, corporation, association, trust, members of joint
venture entities or other entity.
b) “Representative” means any Person, such Person's affiliates, and their
respective directors, officers, employees, managing members, general
partners, lenders, investors, shareholders, members, agents and
consultants (including attorneys, financial advisors and accountants).
Other terms not specifically defined in this Section 1 shall have the meanings given
them elsewhere in this Agreement.
28
ARTICLE 2: UNDERTAKINGS OF THE RECEIVING PARTY
2.1 The Receiving Party shall keep the Confidential Information strictly confidential
and shall not use the Confidential Information for any purpose other than to evaluate
the Transaction, prepare and submit its Proposal, and if such Proposal is selected as
the winning proposal, negotiate, consummate and finance the Transaction. The
Receiving Party shall not directly or indirectly disclose or permit its Representatives to
disclose any Confidential Information except: (a) if required by law, regulation or legal
or regulatory process, or (b) to its Representatives, to the extent necessary to permit
such Representatives to assist the Receiving Party in evaluating the Transaction,
preparing and submitting the Receiving Party’s Proposal, and if such Proposal is
selected as the winning proposal, negotiating, consummating and financing the
Transaction.
2.2 The Receiving Party shall require each such Representative to be bound by the
terms of this Agreement to the same extent as if they were parties hereto and the
Receiving Party shall be responsible for any breach of this Agreement by any of its
Representatives. Except for such disclosure as is required by law, regulation, or legal
or regulatory process, but only in accordance with Article II, (3,) of this agreement, the
Receiving Party shall not, and shall not permit any of its Representatives to, without
the prior written consent of the Disclosing Party, disclose to any person: (a) the fact
that the Confidential Information has been made available to it or that it has received
or inspected any portion of the Confidential Information, (b) the existence or contents
of this Agreement, (c) the fact that investigations, discussions or negotiations are
taking or have taken place concerning the Transaction, including the status thereof or
(d) any terms, conditions or other matters relating to the Transaction.
2.3 If the Receiving Party or any of its Representatives is required, to disclose any
Confidential Information, by law, regulation or legal or regulatory process, the
Receiving Party shall (a) take all reasonable steps to preserve the privileged nature and
confidentiality of the Confidential Information, including requesting that the
Confidential Information not be disclosed to non-Parties or the public; (b) give to the
extent it is able, the Disclosing Party prompt prior written notice of such request or
requirement so that the Disclosing Party may seek, an appropriate protective order or
other remedy; and In the event that such protective order or other remedy is not
obtained, the Receiving Party (or such other persons to whom such request is directed)
will furnish only that portion of the Confidential Information which, on the advice of
the Receiving Party's counsel, is legally required to be disclosed and, upon the
Disclosing Party's request, use its best efforts to obtain assurances that confidential
treatment will be accorded to such information.
2.4 The Receiving Party shall be liable for and hereby indemnifies and holds harmless
the Department of Petroleum Resources for, any loss suffered or damages of
29
whatsoever nature incurred as a result of any unauthorised disclosure of the Flare Site
Data or any confidential information where such disclosure is directly attributable to
the failure or gross negligence of the Consultant to prevent disclosure of the Flare Site
Data or any confidential information.
2.5 The Receiving Party acknowledges and agree that monetary damages alone may
not be adequate remedy for breach of the Flare Site Data confidentiality provisions of
this Agreement. Therefore, notwithstanding any other provision of this Agreement,
the Department of Petroleum Resources shall have the right to apply to a Court for
injunction, specific performance and/or an order restraining any breach of this
Agreement. Such right shall be in addition to, and in lieu, of damages and other
remedies otherwise available to the Department of Petroleum Resources.
2.6 The Receiving Party shall only make such copies of any document or other material
(in whatever medium) embodying or including any Confidential Information as are
necessary for evaluating the Transaction and preparing its Proposal. Receiving Party
shall keep a record of the location of and Person holding all Confidential Information,
and copies thereof.
2.7 The Receiving Party shall promptly return to the Disclosing Party, upon (i) the
earliest request of the Disclosing Party (ii) the Receiving Party’s decision not to further
participate in the Transaction, or (iii) the termination of the Transaction, all
Confidential Information (and copies thereof) which was supplied to the Receiving
Party or a Representative, which physically can be returned and which is in the
Receiving Party’s possession or the possession of a Representative. Receiving Party
shall destroy any paper or other record (including records stored on computers or
similar devices) containing Confidential Information, and shall at the same time deliver
to the Disclosing Party a certificate signed by Receiving Party that all Confidential
Information and copies have been so returned or destroyed.
2.8 The Parties agree that unless and until a definitive agreement between the
Disclosing Party and Receiving Party has been executed and delivered with respect to
the Transaction, the Disclosing Party will not be under any legal obligation of any kind
whatsoever with respect to the Transaction, including any obligation to (i)
consummate a Transaction, (ii) conduct or continue discussions or negotiations or (iii)
enter into or negotiate a definitive agreement. The Disclosing Party reserves the right,
in its sole discretion, to reject any and all Proposals made by the Receiving Party or on
its behalf with regard to the Transaction, to terminate discussions and negotiations
with the Receiving Party at any time and to enter into any agreement with any other
Person without notice to the Receiving Party or any of its Representatives, at any time
and for any reason or no reason.
30
ARTICLE 3: NO REPRESENTATIONS OR WARRANTIES
3.1 The Receiving Party understands and agrees that none of the Disclosing Party or
any of its Representatives (a) have made at any time, now or in the future, any
representation or warranty hereunder, expressed or implied, as to the accuracy,
reliability consistency, or completeness of the Confidential Information or (b) shall
have any liability hereunder to the Receiving Party or its Representatives relating to or
resulting from the use of the Confidential Information or any errors therein or
omissions therefrom. The Disclosing Party expressly disowns any obligation or duty
(whether in contract, tort or otherwise) to the Receiving Party in connection with the
Confidential Information, including to correct, amend, or update such information.
The Receiving Party accepts full responsibility for conducting an independent analysis
of the Confidential Information.
3.2 In particular, but without prejudice to the generality of the foregoing, any
projected results for future periods which may be contained in the information which
Receiving Party may receive are for indicative purposes only, and the Disclosing Party
does not warrant or in any way accept liability for their accuracy. Receiving Party must
make its own independent assessment of the Flare Site Data and rely on Receiving
Party’s own judgment in reaching any conclusion.
ARTICLE 4: MISCELLANEOUS
4.1: Entire Agreement: The provisions herein constitute the entire agreement
between the Parties with respect to the subject matter hereof and supersede
all prior agreements, oral or written, and all other communications relating to
the subject matter hereof. No amendment or modification of any provision of
this Agreement will be effective unless set forth in a document that purports to
amend this Agreement and is executed by all Parties hereto.
4.2 Assignment: Neither this Agreement nor any of the rights or obligations
hereunder may be assigned by the Receiving Party without the prior written
consent of the Disclosing Party. Any purported assignment without such
consent shall be void and unenforceable.
4.3 Waiver: No delay or omission by either Party hereto to exercise any right or
power hereunder shall impair such right or power or be construed to be a
waiver thereof. A wavier by either of the Parties hereto of any of the covenants
to be performed by the other or any breach thereof shall not be construed to
be a waiver of any succeeding breach thereof or of any other covenant herein
contained. All remedies provided for in this Agreement shall be cumulative and
in addition to and not in lieu of any other remedies available to either Party at
law, in equity or otherwise.
31
4.4 Severability: If any provision of this Agreement is deemed to be unenforceable
by a court of competent jurisdiction, the remaining provisions of this
Agreement will remain in full force and effect, and it is the intent of the
Department of Petroleum Resources and Receiving Party that such
unenforceable provision shall be deemed reformed to the extent necessary to
permit such provision to be enforced upon terms as near as practicable to the
original terms thereof.
4.5 Multiple Counterparts: This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which shall
be deemed one and the same instrument.
4.6 The terms of this Agreement shall control over any additional purported
confidentiality requirements imposed by any repository of Confidential
Information to which the Receiving Party or any of its Representatives is
granted access in connection with the evaluation, negotiation or consummation
of the Transaction, notwithstanding any indication of assent to such additional
confidentiality conditions, it being understood and agreed that its
confidentiality obligations with respect to Confidential Information are
exclusively governed by this Agreement.
4.7 This Agreement sets forth the entire agreement regarding the Confidential
Information, and supersedes all prior negotiations, understandings and
agreements. No provision of this Agreement may be modified, waived or
changed except by a writing signed by the Parties hereto.
4.8: To the extent that any Confidential Information includes materials subject to
the attorney-client privilege, the Disclosing Party is not waiving, and shall not
be deemed to have waived or diminished, its attorney work-product
protections, attorney-client privileges or similar protections and privileges as a
result of disclosing any Confidential Information (including Confidential
Information related to pending or threatened litigation) to the Receiving Party
or any of its Representatives.
ARTICLE 5: GOVERNING LAWS AND ARBITRATION

5.1 This Agreement shall be governed by the laws of the Federal Republic of
Nigeria. All disputes arising out of or in connection with this Agreement shall be
finally settled under the UNCITRAL Arbitration Rules contained in the Schedule
to the Arbitration and Conciliation Act Cap A18 of the Laws of the Federation of
Nigeria (LFN) 2004 before a panel of three (3) arbitrators (each party shall
appoint one arbitrator and the Centre shall appoint the third). A Dispute shall
be deemed to have arisen when either Party notifies the other Party in writing
to that effect. Arbitration shall take place at the Regional Centre for
International Commercial Arbitration Lagos, its successor, or any other venue
32
to be agreed by the Parties. The arbitration shall be held in English. Any decision
of the Arbitrator shall be final and binding upon the Parties to the arbitration.
5.2 This agreement shall be governed and construed in accordance with the Laws
of Nigeria.
IN WITNESS WHEREOF THE PARTIES herein have caused this Agreement to be
executed the day and year first above written.
SIGNED AND DELIVERED

For and on behalf of the Department of Petroleum Resources.
BY: M.D.B. LADAN …………………………

DIRECTOR, Department of Petroleum Resources SIGNATURE
In the Presence of:

NAME: Dr. Tolorunse J.A.
SIGNATURE: ………………………………………
ADDRESS: No. 7, Kofo Abayomi Street, Victoria Island, Lagos
DESIGNATION: Legal Adviser
DATE: ………………………………………………….
SIGNED AND DELIVERED

For and on behalf of …………………………………… (Name of Applicant)
BY: (Name of Chief Executive of single Applicant or Lead Member of

Consortium)..…..…………………………..
SIGNATURE
33
In the Presence of:
NAME: ………………………………………………....
SIGNATURE: …………………………………………….
ADDRESS: ……………………………………………….
DESIGNATION: …………………………………………
DATE: …………………………………………………
34
7.6 Attachment 6: Information Required From all Applicants
7.6.1 Applicant Information

Each Applicant must complete and submit the following table:
Table 3: Format for Applicant Information
Applicant Information
1. Name of Applicant:
2. Type of Applicant:
3. Jurisdiction of Incorporation:
4. Registration Number:
5. Address of Principal Office:
6. Telephone Number:
7. Web Address:
8. Name of Primary Contact Person:
9. Title of Primary Contact Person:
10. Telephone Number for Contact Person:
11. Email Address for Contact Person:
Note: If the Applicant is a Consortium, this table must be completed for the
Consortium and supported by a completed table for every member of such
Consortium commencing with the Lead Member.
Guidance:
Item 1: If a Consortium, specify the Consortium name on the Consortium table but the
relevant member name on each member table.
Item 2: Specify the appropriate legal standing of the Applicant (such as proprietorship,
partnership, private company, etc.). If the Applicant is an unincorporated Consortium,
specify the relevant information for each member on each member table.
Item 3: Identify the jurisdiction of incorporation of the Applicant. If the Applicant is an

unincorporated Consortium, specify the relevant information for the member on each
member table.
35
Item 4: Specify the appropriate information for the Applicant. This is not applicable if
an unincorporated Consortium but such information about each member should be
provided on each member table.
7.6.2 Ownership and Management Information

Each Applicant must complete and submit information in the following table:
Table 4: Format for Ownership and Management Information
Ownership and Management Information

1. Name of every substantial shareholder and their interest:
2. If the Applicant is a publicly traded company:
2.1 Name of stock exchange where traded:
2.2 Year listed:
2.3 Stock symbol of Applicant:
3. Name of the Applicant’s bankers:
4. Name of the Applicant’s auditors:
Note: If the Applicant is a Consortium, this table must be completed for the
Consortium and supported by a completed table for every member of such
Consortium. If the Applicant or any member thereof is a subsidiary of another
company, a separate table must be completed for every such company and for all
other companies in the ownership chain up to the ultimate parent company, and
showing all other persons having equal to or greater than 10% direct or indirect
beneficial interest in the Applicant or member, along with a letter explaining the role
and relationship of each company or beneficial owner to the Applicant (or member
thereof) in respect of the Project.
Guidance:
Item 1: Specify the ownership arrangements of the Applicant. If a Consortium, specify

the proposed division of shares among members on the Consortium table and the
relevant information for each member on each member table.
Item 2: Provide the required information for the Applicant, if applicable. If the
Applicant is an unincorporated Consortium, provide the required information for
every applicable member on each member table.
36
Items 3 and 4: Provide the required information for the Applicant. If the Applicant is
an unincorporated Consortium, provide the relevant information for each member on
each member table.
7.6.3 Organisational Chart

Every Applicant must submit an organisational chart, which outlines the Applicant’s
principal structure, including key divisions and business units.
If the Applicant is an unincorporated Consortium, the Applicant must submit an
organisational chart of every member within the Consortium. If the Applicant or any
member thereof is part of a group of companies, an organisational chart must be
completed for the group of companies in question.
7.6.4 Incorporation Documents

Each Applicant must submit a copy of its certificate of incorporation, extract from its
commercial register or equivalent registration document in its jurisdiction of
incorporation.
If the Applicant is an unincorporated Consortium, the Applicant must also submit the
certificate of incorporation or equivalent registration document for every member
thereof from the relevant jurisdictions of incorporation.
7.6.5 Financial Documents

Audited Financial Statements
Each Applicant must submit audited financial statements certified by a public
accountant for the most recent three full fiscal years (or for the number of years of
Applicant’s incorporation if less than three full fiscal years) including consolidated
balance sheets, income statements, cash flow statements and accompanying notes.
If the Applicant is an unincorporated Consortium, the Applicant must submit such
documents from every Member thereof.
Each Applicant must also provide from a bank or financial institution a letter describing
the credit history of the Applicant and confirming its current financial good standing.
If the Applicant or any member thereof is part of a group of companies, the aforesaid
statements and letter must be submitted for the group of companies in question.
Summary of Consolidated Financial Statements
Each Applicant must submit a summary of consolidated financial statements (balance
sheet, income statement and cash flow statement) for the last three financial years
according to Table 5, Table 6 and
37
Table 7 below. Each of these summary financial statements should be submitted with
figures in US$ million using the relevant exchange rates (if necessary). If the Applicant
is a Consortium, this table must be completed for the Consortium and supported by a
completed table for every member of such Consortium commencing with the Lead
Member. If the Applicant or any member thereof is part of a group of companies, the
aforesaid consolidated statements must be submitted for the group of companies in
question.
Table 5: Summary Consolidated Balance Sheet Form
(all figures in USD million) 2015 2016 2017

Cash and marketable securities
Other short term assets
Total Short Term Assets
Fixed assets
Other long term assets
Total Long Term Assets
Total Assets
Short term debt (interest bearing liabilities due in less than 1

year)
Other short term liabilities
Total Short Term Liabilities
Long term debt (interest bearing liabilities due in more than 1
year)
Other long term liabilities
Total Long Term Liabilities
Equity capital
Retained earnings
Total Shareholder Funds
Total Liabilities and Shareholder Funds
Exchange rate used
38
Table 6: Summary Consolidated Income Statement Form
(all figures in US$ million) 2015 2016 2017

Revenues
Cost of goods sold
Gross Profit
Operating expenses
EBITDA (defined as Earnings before Interest, Taxes, Depreciation and
Amortisation)
Depreciation and amortisation
EBIT (defined as Earnings before Interest and Taxes)
Net interest
Earnings before Taxes
Taxes
Net Earnings
Exchange rate used
Table 7: Summary Consolidated Cash Flow Form

Net Earnings
Depreciation and amortisation
Change in working capital
Other operating activities
Cash Flow from Operations
Capital expenditure
Other investing activities
Cash Flow from Investing Activities
Drawdown/(Repayment) of debt
Capital contribution/ (distribution)
Other financing activities
Cash Flow from Financing Activities
Closing Cash Flow Balance
39
Exchange rate used
Capital Structure
Each Applicant must submit a schedule, which indicates its capital structure, including
but not limited to its authorised capital and its issued capital. If the Applicant is an
unincorporated Consortium, the Applicant must submit such a schedule for every
member thereof. If the Applicant or any member thereof is part of a group of
companies, the aforesaid schedule must cover the group of companies in question.
40
7.7 Attachment 7: Format for Technical Qualifications Form
Each Applicant must provide information about its technical expertise in gas utilisation
projects, such as, gas to power, gas to liquids, gas processing and/or transportation,
or similar infrastructure projects at least sufficient to satisfy the minimum technical
qualifications specified in Section 3.3. If the Applicant or any member thereof is part
of a group of companies, the information must be submitted in respect of the group
of companies in question.
Table 8: Technical Qualifications Form
1. Company Information
1.1 Name and address of company
1.2 Name of principal contact
1.3 Discipline of expertise
1.4 Consortium Lead Member Yes No
If not, name of Lead Member:
2. Company capability, structure and organisation
2.1 Description of company or Consortium
2.2 Previous Experience
Please provide information that demonstrates the Applicant’s experience in owning,

developing or operating power, gas to liquids, gas processing and/or transportation, or
similar infrastructure projects, including details for each as follows:
(a) The nature of involvement in the project specified as one or more of the three
areas of expertise relevant to the Project, namely: engineering design;
procurement and construction (including project management); and operation
and maintenance;
(b) Name, location and description of the work, including size of facilities;
(c) Concession or contract dates and period of involvement;
(d) Total invested capital and contribution of the Applicant; and
(e) Contact details of an Applicant’s representative, who can be contacted for
additional details or clarifications regarding the project.
Applicants are requested to provide these details in the tabular format outlined in Table
9 below.
41
3. Minimum Technical Criteria
Please provide information that demonstrates:
3.1 Whether the Applicant has project development experience
3.2 Whether the Applicant has previous experience in either owning or operating gas to
power, gas to liquids, gas processing and/or transportation, or similar infrastructure
projects in a remote environment with logistical challenges will need to be
demonstrated.
3.3
Whether the proposed technology is proven and has been in commercial application
In case the Applicant is a Consortium, the credentials of the members will be aggregated
to determine whether the Consortium satisfies the Technical Criteria listed above.
4. Other Information
Please provide any additional information, which the Applicant considers relevant to
evaluation of the SOQ.
If other documents are to be attached, they should be listed below. Otherwise state
‘none’.
Table 9: Format for Previous Project Experience
Project Project Nature of Dates Financial Contact

Name Description Applicant’s Details Details
Involvement
Name Include Include details of Include Include total Contact details
of the location, Applicant’s role in concession invested of an
project description of the projects by (a) or contract capital and Applicant’s
the work, size engineering dates and contribution representative
of facilities, design; (b) period of of the
remoteness (if procurement and involvement Applicant
applicable), construction; and
logistical (c) operation and
challenges (if maintenance
any), etc.
42
Applicants may provide evidence/third party references that support their role and
experience sited in the table above.
Applicants must note that all documents and information submitted under this Section
will be held confidential on terms outlined in Section 2.3.
7.7.1 Complementary Information

As part of any Technical Qualifications Form, any Applicant may submit tables, graphs,
illustrations, photographs and other graphic representations of information presented
in the Technical Qualifications Form to complement the narrative description of any
project discussed therein.
Pre-Printed Materials
As part of any Technical Qualifications Form, any Applicant may submit pre-printed
brochures (such as marketing materials) to complement the narrative description of
any project discussed therein provided that such material is bound separately from
the Technical Qualifications Form.
Evidence of Satisfaction of Minimum Technical Qualifications
As part of any Technical Qualifications Form, every Applicant must indicate, in its
opinion, the relevance of every project or project component mentioned in the
Technical Qualifications Form to the minimum technical qualifications.
43
7.8 Attachment 8: Format for Financial Qualification Form
Each Applicant must provide information about its financial standing and financial
capacity and is required to satisfy the Minimum Financial Criteria specified in Section
3.4.
If the Applicant is a Consortium, this table must be completed for the Consortium and
supported by a completed table for every member of such Consortium commencing
with the Lead Member. If the Applicant or any member thereof is part of a group of
companies, the information required in respect of the Applicant or member in
question must cover the group of companies to which the Applicant or member
belongs.
Applicants are encouraged to highlight their financial involvement with Flare Gas
monetisation projects.
Table 10: Financial Qualifications Form
1. Applicant or Consortium Information

1.1 Name and address of Applicant or Consortium
1.2 Name of principal contact
1.3 Discipline of expertise
1.4 Lead Member Yes No
If not, name of Lead Member:
2. Funding Activities
Please provide a schedule of the funding activities of the Applicant related to gas
utilisation projects, such as, gas process plants or similar infrastructure projects
developed by the Applicant or member(s), if Applicant is a Consortium, divided into the
following three key indicators:
2.1 Total Construction Value: Total construction value of each project developed by the
Applicant.
2.2 Total Capital: Total capital (equity and shareholder loans) contributed to each project
by the Applicant or Consortium member(s) that also specifies the amount of capital
contributed by the Applicant or Consortium members as a percent of total capital
contributions for each project.
2.3 Total Debt: Total amount of debt raised for each project by the Applicant or Consortium
member(s) that also specifies the debt to equity ratio for each project and amount of
debt raised by the Applicant or Consortium members as a percent (%) of total debt for
each project.
44
3. Subsidiary Companies
3.1 Please state whether the Applicant or any Consortium member(s) is a subsidiary of
another company. If so, what involvement, if any, will the parent company have in the
Project? Give the name and address of the ultimate parent company or companies (if
applicable), with contact details.
4. Minimum Financial Criteria

Please provide the following details:
4.1 The Applicant’s Net Worth at the end of the last audited period (in US$ millions).
In case the Applicant is a Consortium, at least one member will have to satisfy all the
Financial Criteria listed above.
Applicants must note that all documents and information submitted under this Section
will be held confidential on terms outlined in Section 2.3.
45
7.9 Attachment 9: Format for Legal Qualification Form
Each Applicant that is a Consortium must provide information about its legal status,
stipulating that the number of Members does not exceed five.
In case the Applicant is a Consortium, Applicant must submit the Consortium
Agreement, the Memorandum of Understanding or any other agreement entered into
by the Members of the Consortium that contains the principal terms of Consortium
arrangements.
Applicants must note that all documents and information submitted under this
Section will be held confidential on terms outlined in Section 2.3.
46

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THE

1.1 FEDERAL GOVERNMENT OF NIGERIA

Nigerian Gas Flare Commercialisation Programme

Request for Qualification

Applicant A registered party who has submitted a Statement of

1.2 NGFCP in Brief

1.3 NGFCP’s Benefits to Investors

1.4 The Process

1.4.2 The RFQ Process

Table 1: Summary of Flare Site Data for Flare Sites

1.4.3 Process beyond RFQ

2.1 Eligibility to Participate

A company may submit a SOQ on an individual basis and simultaneously participate as

2.2 Cost of Preparation of SOQs

2.4 Anti-Corruption and Fraud

2.5 Conflicts of Interest

2.6 Right of Refusal

3.1 General Requirement

The SOQ is divided into four main parts:

3.2 Applicant Information (Attachment 6)

Where the Applicant is a Consortium, the credentials of the members will be

3.4 Minimum Financial Qualifications

4.1 Submission of SOQs

4.2 Format of SOQ submission

4.2.1 Submissions of SOQs

4.3 Sealing and Labeling of SOQs

4.4 Delivery and Acknowledgement of SOQs

4.4.1 Means of Delivery

4.5 Payment of SOQ Submission Fee

4.6 Late Submission and Disposition

4.7.1 Requests for Clarifications

4.8 Amendments and Termination

4.9 Modifications and Withdrawals

4.9.1 Modifications Allowed

5.1 Evaluation Process

5.2 Opening of SOQs

5.2.1 Proposal Evaluation Committee

5.3 Right to Investigations

5.5 Notification Process

6.2 Contact Procedures

6.2.1 NGFCP Contact Person and Address

7.1 Attachment 1: Format for SOQ Checklist Form

RFQ Section Item Location in SOQ

Re: [NAME OF APPLICANT]

1. This SOQ is submitted by: [name of Applicant]

9. We attach the following documents as part of our SOQ:

9.1. SOQ Checklist;

9.3. Power of Attorney;

9.4. Confidentiality Agreement;

9.5. Applicant Information Form;

9.6. Technical Qualifications Form;

9.7. Financial Qualifications Form;

9.8. Legal Qualifications Form (if applicable); and

9.9. Evidence of payment of SOQ submission fee.

Re: [NAMES OF CONSORTIUM MEMBERS]

1. We are Members of the [name of Consortium].

4. We bind ourselves on a joint and several basis to every representation and

5. If the Consortium ultimately becomes the Preferred Bidder selected, we will

Duly Authorised Representative

Duly Authorised Representative

Duly Authorised Representative

Duly Authorised Representative

Duly Authorised Representative

THIS POWER OF ATTORNEY is dated as of [day] of [month] [year].