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 Qualifcation (RFQ) is issued by the Federal Government of Nigeria (FGN)
through the Department of Petroleum Resources as part of the Nigerian Gas Flare
Commercialization Programme (NGFCP) for information and use by parties who have
registered with the NGFCP to assist them in submitting Statements of Qualifcation (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 fnancial, 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

Qualifcation
Bidder A Qualifed 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 permited 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 Confdentiality agreement signed by an Applicant in connection
Agreement with an Applicant’s submission of its Statement of Qualifcation
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 fve, 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 Qualifed Applicant to the Department of
Petroleum Resources for the purpose of leasing Flare Site Data
Data Prying Fee Fee payable by a Qualifed 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 specifcation 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 fnally diverted toward a fare site by the Producer
with the intent of the natural gas being fared

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 specifed
fare 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
(GSA) Flare 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 feld in an Oil Mining Lease area designated as a marginal
feld 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 specifc
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, Qualifed 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 fare site on behalf of the FGN
Preferred Bidder A Bidder whose Proposal for one or more fare 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 identifed in the Proposals or the relevant Commercial
Agreements
Proposal Proposal submitted by a Qualifed 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 Qualifed Applicant status, and
evaluating the Proposals to determine those Bidders that
achieve Preferred Bidder status
Qualified Applicant An Applicant who passes the compliance, technical, fnancial
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 Qualifed
Applicants under a RFP Process that are not the RFP document
or the Flare Site Data
RFQ Request for Qualifcation
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 specifed in the RFP
price document for the purpose of evaluating Proposals and applied
over the minimum take quantity specifed in a Proposal
SOQ Statement of Qualifcation
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 Qualifcaton ...................................................................................................... 8
3.1 General Requirement .............................................................................................................. 8
3.2 Applicant Information (Atachment 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 Evaluaton and Notifcation 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 Informaton .............................................................................................................. 17
6.1 Contact ...................................................................................................................................
17
6.2 Contact Procedures ............................................................................................................... 17
7 Atachments ......................................................................................................................... 19
7.1 Atachment 1: Format for SOQ Checklist Form ..................................................................... 19
7.2 Atachment 2: Format for Commitment Leter ..................................................................... 21
7.3 Atachment 3: Format for Consortium Letter ....................................................................... 23
7.4 Atachment 4: Format for Power of Attorney ....................................................................... 25
7.5 Atachment 5: Format for Confidentiality Agreement .......................................................... 27
7.6 Atachment 6: Information Required From all Applicants .................................................... 35
7.7 Atachment 7: Format for Technical Qualifications Form ..................................................... 41
7.8 Atachment 8: Format for Financial Qualification Form ....................................................... 44
7.9 Atachment 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 signifcant volume of associated gas, produced with crude oil, is
currently being fared. Nigeria fared an estimated 289 billion standard cubic feet of
gas in 2016, Nigeria is one of the top ten gas faring countries globally.
The policy thrust of the Federal Government of Nigeria (FGN) is to eliminate the
practice of routine gas faring within its oil and gas felds by year 2020. This aligns
with the National Gas Policy, published in the oficial gazete 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 Routne Flaring Reducton by 2030 initiative in June 2016. In May
2017, the FGN ratifed the 2015 Paris Climate Change Agreement and submited its
frst natonally determined contributons, which included gas faring 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 faring. The NGFCP lays out a commercial
framework for the FGN to sell gas that would otherwise be fared. President Buhari
signed the Flare Gas (Preventon Of Waste And Polluton) Regulatons 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 atract private sector participation to
develop projects to commercialise Flare Gas under the NFGCP. These auctions will
present a signifcant 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 Qualifcation (RFQ) is for the frst 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 fared from approximately 180
fare sites within Nigeria’s oil and gas felds today.
 Through a competitive open bidding process, Applicants who have qualifed
(Qualifed Applicants) will be invited to submit Proposals to access, purchase and
use, or on-sell for use, Flare Gas.

1
 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-authorized entity).
 The FGN wishes to atract 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 ofers the following features that can beneft 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 ofered/available.
 Clustering opportunities – some fare sites may naturally align with others,
permitng 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 fare 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 Qualifed 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 fare sites. The precise number and locations of the fare sites to be
auctioned in each auction round will be contained within the specifc RFP
Package. Auction rounds
following the initial auction will cover Flare Gas and fare 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 commercializing Flare Gas is invited, having previously registered
into the NGFCP Portal, to submit a Statement of Qualifcation (SOQ) in response to
this RFQ (referred to as Applicant hereafer). Each Applicant is required to sign a
Confdentiality Agreement supported by a power of atorney 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 Qualifcations and Section 3.4 Minimum Financial Qualifcations),
and, if relevant, Section 3.5 Legal Qualifcations for Consortium, becomes a Qualifed
Applicant.

A Qualifed Applicant may pry or lease Flare Site Data upon payment of the
corresponding Data Prying Fee (for all fare sites) or the Data Leasing Fee (per fare
site).

In response to the RFP, Qualifed Applicants will be able to submit Proposals for the
utilization of Flare Gas from a single or multiple fare sites. Qualifed 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 diferent fare sites and/or utilization technologies, and in
respect of only one Proposal may the Qualifed Applicant become Preferred BIdder.

1.4.2 The RFQ Process

Table 1 below summarises the fare sites and Flare Gas that will be ofered in this frst
auction. The precise information on the Flare Gas will be made available in the Flare
Site Data, which Qualifed 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 fare site (estimation) 1–63 mmscf/d
Number of fare sites (estimation) 90
Note that, as specifed in Regulation 3 of Section 2 of the Flare Gas (Preventon of
Wate and Polluton) Regulatons 2018, producers of associated gas currently being
fared may be allowed by the Minister of Petroleum Resources to develop their own
fare- out projects. Any Flare Gas required for such projects is outside of that which
will be ofered in the RFP.

1.4.3 Process beyond RFQ

Through the RFP, Qualifed 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 signifcantly reduce gas faring. As such, the
Proposals will be evaluated and selected by the Proposals Evaluation Commitee
based on:
a) a calculation of the overall fare reduction proposed;
b) the prices for Flare Gas ofered 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 ofer received to NGFCP principles and the National Gas
Policy objectives of the Federal Government.

More details about diferent stages in the bid process are provided in the
Programme Information Memorandum dated November 2018.
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 Qualifed 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 conficts 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 atorney and to
act as the principal point of contact for the NGFCP in respect of every mater 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 Atachment 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 submited 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.
2.3 Confidentiality Provisions
2.3.1 Confidentiality of SOQs
The FGN will keep confdential all information not publicly available in the SOQs
provided by Applicants and in the Proposals submited by Qualifed Applicants.
Applicants are required to sign a Confdentiality 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 Qualifed 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 Ofences Commission
debarred list, World Bank debarred list (the electronic address of frms and
individuals debarred by the World Bank is: htp://www.worldbank.org/debarr), or on
the US Treasury Ofce of Foreign Assets Control list (the electronic address of frms
and individuals on the Ofce of Foreign Assets Control list is
htps://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 confict of interest in relation to their SOQs
or Proposals, and shall disclose to the FGN any relationship that might involve a
confict of interest.
An Applicant or a Bidder shall be considered to have a confict of interest and stand
disqualifed if:
 it or a signifcant shareholder of the Applicant or the Bidder participated in any
capacity in the preparation or design of this NGFCP process; and/or
  a government offcial of the FGN owns directly or indirectly a benefcial
interest in the Applicant or the Bidder, or has an interest in any Proposals
submited 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 Qualifed 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.
3 Statement of Qualification

3.1 General Requirement

Each Applicant is required to submit a SOQ in order to be considered for Qualifed
Applicant status. To achieve that status, each Applicant must demonstrate the ability
to undertake and satisfy the demands of designing, building, fnancing, operating and
maintaining the Project.

The SOQ is divided into four main parts:

• Details about the Applicant;
• Technical Qualifications;
• Financial Qualifications; and
• Legal Qualifcations 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
Atachment 1: Format for SOQ Checklist Form).
3.2.2 Commitment Letter
Each Applicant must complete and submit the Commitment Leter (refer to
Atachment 2: Format for Commitment Leter).
3.2.3 Power of Attorney Form
Each Applicant must complete and submit the Power of Atorney Form (refer to
Atachment 4: Format for Power of Atorney). 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 disqualifcation of such Applicant and rejection of its SOQ.
3.2.4 Confidentiality Agreement
Each Applicant must sign a Confdentiality Agreement (refer to Atachment 5: Format
for Confdentiality 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
Atachment 6: Information Required From all Applicants).
3.3 Minimum Technical Qualifications
Each Applicant must complete and submit the Technical Qualifcations Form (refer to
Atachment 7: Format for Technical Qualifcations Form).
To satisfy the minimum technical qualifcations, 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 qualifcations in
order to be awarded Qualifed 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 qualifcations listed above.

3.4 Minimum Financial Qualifications

Each Applicant must complete and submit the Financial Qualifcations Form (refer to
Atachment 8: Format for Financial Qualifcation Form).
Each Applicant is required to satisfy the following minimum fnancial qualifcation to
become a Qualifed 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
fnancial qualifcations listed above.

3.5 Consortia
If the Applicant is a Consortium, a Commitment Leter will be signed by the Lead
Member of the Consortium. A Consortium Leter must also be completed and
submited as provided in Attachment 3 and signed by representatives of all members
of the Consortium. In addition, the following documents must be completed and
submited by each member:
a) Power of Attorney;
b) Confdentiality Agreement;
c) Applicant Information Form;
d) Technical Qualifications Form;
e) Financial Qualifications Form; and
f) Legal Qualifcations 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
fve.
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 Qualifed 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 fle (PDF format with a maximum fle size of 10MB) uploaded to
the NGFCP Portal
b) Two printed and bound originals should be submited to the address specifed
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 submited 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 Atachment 1: Format for SOQ Checklist
Form). SOQs not submited in material compliance with the foregoing will be
disqualifed by the FGN.
4.2.3 Signature
Each original SOQ must be signed by the duly authorised representative of the
Applicant.
 4.2.4 Currency Contained in SOQs
All fnancial 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 submitng 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 specifed in Section 6.2.1;
b) Bear the name of the Applicant;
c) If submited 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
specifed in Section 6.2.1 and on the NGFCP Portal specifed 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 confrming 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:
 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 afer the SOQ submission deadline. Any such non-
accepted SOQ will not be opened and will be destroyed by the FGN within fve
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 clarifcation on any aspect of this RFQ by submitng
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 clarifcation within three Business Days. All
responses to those requests for clarifcation 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 clarifcation, the FGN will make every reasonable
efort to avoid any disclosure of the identity of the party that requested such
clarifcation.
4.7.3 Clarification of Applications
To assist in the evaluation of SOQs, the FGN may, at its sole discretion, seek
clarifcation on any mater in any SOQ (including for missing documents). In the
process of such clarifcation, no material change or introduction of new factors that
afect the substance of any SOQ will be sought, ofered or permited.
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
clarifcation by NGFCP to the Applicant.
In the absence of a response within the required timeframe, the Proposals Evaluation
Commitee will evaluate the SOQ based only on the information that has already
been submited.

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 afer pursuing either of the aforementioned actions.

4.9 Modifications and Withdrawals

4.9.1 Modifications Allowed

Any Applicant may modify its SOQ afer submission if such modifcation is received by
the FGN prior to the SOQ submission deadline. Any Applicant that seeks to make any
modifcation as permitted herein must withdraw its original SOQ and subsequently
re- submit its modifed 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 writen
notice of such withdrawal to the FGN prior to publication on the NGFCP Portal of the
list of Qualifed 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."
5 Evaluation and Notification Process

5.1 Evaluation Process

The FGN seeks Applicants that are able to demonstrate an ability to design, build,
fnance, 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 Qualifed 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 Commitee 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
Afer the SOQ submission deadline, the Proposals Evaluation Commitee will hold a
meeting (which Applicants may atend, and to which the media will be invited) to
open every SOQ submited by Applicants that have paid the SOQ submission fee
and submited 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 Commitee may, at its sole discretion:
a) Investigate the technical and fnancial experience of any Applicant; and
b) Seek out confrmation from any other party of information furnished by any
Applicant in any SOQ or otherwise.
5.4 Evaluation Criteria and Selection
Compliant SOQs will also undergo technical and fnancial evaluations by the
Proposals Evaluation Committee and, in order to become Qualifed 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 Qualifed 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 writen) during the RFQ process, including
the award of Qualifed 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 Qualifed Applicant. The list of Qualifed Applicants will be published on
the NGFCP Portal.
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 Qualifed 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 clarifcation 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, ofcers, 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
mater related to any SOQ or the RFQ process from the date of the SOQ submission
deadline to the date of selection of the Qualifed 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 disqualifcation 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 Commercialization Programme (NGFCP)
Department of Petroleum Resources (DPR) Zonal Ofce
7 Sylvester Ugoh Crescent
Jabi District
Abuja FCT
Nigeria
 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.
 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 Leter
Attachment 3 3. Consortium Leter (if applicable)
Attachment 4 4. Power of Attorney
Attachment 5 5. Confdentiality 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 Qualifcations Form
o Company or Consortium
Information
o Company or Consortium
Capability, Structure and
Organisation
o Minimum Technical
Qualifcations
o Other Information (if
applicable)
Attachment 8 8. Financial Qualifcations Form
o Company or Consortium
Information
o Funding Activities
o Subsidiary Companies
o Minimum Financial Criteria
Attachment 9 9. Legal Qualifcations Form (if
applicable)
RFQ Section Item Location in SOQ
Section Page
o Company or Consortium
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
7.2 Attachment 2: Format for Commitment Letter
[Date]
The Programme Manager
Nigerian Gas Flare Commercialisation Programme (NGFCP)
Department of Petroleum Resources (DPR), Zonal Ofce
7 Sylvester Ugoh Crescent
Jabi District
Abuja FCT
NIgeria.

Email: info@ngfcp.gov.ng

Re: [NAME OF APPLICANT]

Commitment Letter

1. This SOQ is submited 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 confrm that the defnitions and terms of the RFQ apply to this leter.

3. We hereby submit a SOQ in conformity with the RFQ and hereby apply for
selection as a Qualifed 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 c onfdentiality
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 leter, that all information
submited 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 leter, 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 Qualifed Applicant.

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

9.1. SOQ Checklist;

 9.2. Consortium Leter (if applicable);

9.3. Power of Attorney;

9.4. Confdentiality Agreement;

9.5. Applicant Information Form;

9.6. Technical Qualifications Form;

9.7. Financial Qualifications Form;

9.8. Legal Qualifcations 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
Qualifed Applicants and waive every right of objection or recourse in respect of
any such decision.

Duly Authorised Representative

[Name of Applicant]
Name: Title:
Organisation:
7.3 Attachment 3: Format for Consortium Letter
[Date]
The Programme Manager
Nigerian Gas Flare Commercialisation Programme (NGFCP)
Department of Petroleum Resources (DPR), Zonal Ofce
7 Sylvester Ugoh Crescent
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 submited 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 leter, that all information
submited 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 Leter

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.

Duly Authorised Representative

[Name of Consortum Member]
Name: Title:
Organisation:
Duly Authorised Representative
[Name of Consortum Member]
Name:
Title:
Organisation:

Duly Authorised Representative

[Name of Consortum Member]
Name:
Title:
Organisation:

Duly Authorised Representative

[Name of Consortum Member]
Name: Title:
Organisation:

Duly Authorised Representative

[Name of Consortum Member]
Name: Title:
Organisation:
7.4 Attachment 4: Format for Power of Attorney
This Power of Atorney 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 atorney (“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 mater set out herein,
including but not limited to the undertaking, execution and performance of any
other deed, mater, act or thing which, in the opinion of the Attorney, ought to
be undertaken, executed or performed to perfect or otherwise give efect 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 efect for a
period of one year, or until their revocation by writen 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 confrm whatever
the Atorney lawfully does or causes to be done pursuant to this Power of
Attorney and shall indemnify and keep the Attorney indemnifed against
every claim, demand, cost, damage, loss and expense, however arising (including
from the form, sufciency, accuracy, genuineness, falsifcation or legal efect 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
Atorney, properly register this Power of Attorney.

IN WITNESS WHEREOF, [name of Applicant or Member] has executed this Power of

Atorney under seal (as appropriate) on the date frst set out above.

[Seal]
[Authorised signatory of Applicant or Member]
[Name of Applicant or Member]
Name: Title:
Organisation:
7.5 Attachment 5: Format for Confidentiality Agreement
Confdentiality 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
ofce at 7 Kofo Abayomi Street, Victoria Island, Lagos, Nigeria (hereinafer 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 ofce is located at …………………………………………..(hereinafer 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 fare 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 Qualifcation 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 confdentiality 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
sufciency 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, fles and other materials, whether disclosed orally or
disclosed
 or stored in writen, electronic or other form or media, which is obtained
from or disclosed by the Disclosing Party or its Representatives before or
afer 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 refect or are generated from such information, data,
documents, agreements, fles or other materials.

The term "Confdential Information" as used herein does not include

information that: (i) at the time of disclosure or thereafer 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 afer reasonable inquiry, is
not and was not bound by a confdentiality 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, fow
rates, gas oil rate, fow pressure and temperature, gas
composition, reserves fgures; and
1.2.2 relevant cultural data in relation to the fare site(s), such as
feld 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 afliates, and their
respective directors, ofcers, employees, managing members, general
partners, lenders, investors, shareholders, members, agents and
consultants (including atorneys, fnancial advisors and accountants).

Other terms not specifically defned in this Section 1 shall have the meanings given
them elsewhere in this Agreement.
 ARTICLE 2: UNDERTAKINGS OF THE RECEIVING PARTY
2.1 The Receiving Party shall keep the Confdential Information strictly confdential
and shall not use the Confdential 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 fnance the Transaction. The
Receiving Party shall not directly or indirectly disclose or permit its Representatives
to disclose any Confdential 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 submitng the Receiving Party’s Proposal, and if such
Proposal is selected as the winning proposal, negotiating, consummating and
fnancing 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 Confdential 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
Confdential Information, by law, regulation or legal or regulatory process, the
Receiving Party shall (a) take all reasonable steps to preserve the privileged nature
and confdentiality of the Confdential Information, including requesting that the
Confdential Information not be disclosed to non-Parties or the public; (b) give to the
extent it is able, the Disclosing Party prompt prior writen 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 Confdential 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 eforts to obtain assurances that
confdential treatment will be accorded to such information.
2.4 The Receiving Party shall be liable for and hereby indemnifes and holds harmless
the Department of Petroleum Resources for, any loss sufered or damages of
whatsoever nature incurred as a result of any unauthorised disclosure of the Flare
Site Data or any confdential information where such disclosure is directly
atributable to the failure or gross negligence of the Consultant to prevent disclosure
of the Flare Site Data or any confdential 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 confdentiality 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, specifc 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 Confdential 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 Confdential
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
Confdential 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 compu ters or
similar devices) containing Confdential Information, and shall at the same time
deliver to the Disclosing Party a certifcate signed by Receiving Party that all
Confdential Information and copies have been so returned or destroyed.
2.8 The Parties agree that unless and until a defnitive 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 defnitive 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.
 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 Confdential Information or (b) shall
have any liability hereunder to the Receiving Party or its Representatives relating to
or resulting from the use of the Confdential 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 Confdential Information, including to correct, amend, or update such
information . The Receiving Party accepts full responsibility for conducting an
independent analysis of the Confdential 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 writen, and all other communications relating to
the subject matter hereof. No amendment or modifcation of any provision of
this Agreement will be efective 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 writen
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.
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 efect, 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
confdentiality requirements imposed by any repository of Confdential
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 confdentiality conditions, it being understood and agreed
that its confdentiality obligations with respect to Confdential Information are
exclusively governed by this Agreement.
4.7 This Agreement sets forth the entire agreement regarding the Confdential
Information, and supersedes all prior negotiations, understandings and
agreements. No provision of this Agreement may be modifed, waived or
changed except by a writing signed by the Parties hereto.
4.8: To the extent that any Confdential Information includes materials subject to
the atorney-client privilege, the Disclosing Party is not waiving, and shall not
be deemed to have waived or diminished, its atorney work-product
protections, attorney-client privileges or similar protections and privileges as a
result of disclosing any Confdential Information (including Confdential
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 fnally setled 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 notifes the other
Party in writing to that efect. Arbitration shall take place at the Regional
Centre for International Commercial Arbitration Lagos, its successor, or any
other venue
 to be agreed by the Parties. The arbitration shall be held in English. Any
decision of the Arbitrator shall be fnal 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 frst above writen.

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
In the Presence of:

NAME: ………………………………………………....

SIGNATURE: …………………………………………….

ADDRESS: ……………………………………………….

DESIGNATION: …………………………………………

DATE: …………………………………………………
 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 Informaton

Applicant Information
1. Name of Applicant:
2. Type of Applicant:
3. Jurisdiction of Incorporation:
4. Registration Number:
5. Address of Principal Ofce:
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.
 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 Informaton

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
benefcial 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.
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 certifcate 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
certifcate 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 fnancial statements certifed by a public
accountant for the most recent three full fscal years (or for the number of years of
Applicant’s incorporation if less than three full fscal years) including consolidated
balance sheets, income statements, cash fow 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 fnancial institution a leter
describing the credit history of the Applicant and confrming its current fnancial
good standing. If the Applicant or any member thereof is part of a group of
companies, the aforesaid statements and leter must be submited for the group of
companies in question.
Summary of Consolidated Financial Statements
Each Applicant must submit a summary of consolidated fnancial statements (balance
sheet, income statement and cash fow statement) for the last three fnancial years
according to Table 5, Table 6 and
 Table 7 below. Each of these summary fnancial statements should be submitted with
fgures 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 submited 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
 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

(all figures in US$ million) 2015 2016 2017

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 fnancing activities
Cash Flow from Financing Activities
Closing Cash Flow Balance
(all figures in US$ million) 2015 2016 2017
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.
 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 suficient to satisfy the
minimum technical qualifcations specifed 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 Qualificatons 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 specifed 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 clarifcations regarding the project.

Applicants are requested to provide these details in the tabular format outlined in
Table
9 below.
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 satisfes 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 atached, 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 locaton, Applicant’s role in concession invested of an
project descripton of the projects by (a) or contract capital and Applicant’s
the work, size engineering dates and contributon representatve
of facilites, design; (b) period of of the
remoteness (if procurement and involvement Applicant
applicable), constructon; and
logistcal (c) operaton and
challenges (if maintenance
any), etc.
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 submited under this
Section will be held confdential on terms outlined in Section 2.3.

7.7.1 Complementary Information

As part of any Technical Qualifcations 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 Qualifcations 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 Qualifcations Form.
Evidence of Satisfaction of Minimum Technical Qualifications
As part of any Technical Qualifcations 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 qualifcations.
 7.8 Attachment 8: Format for Financial Qualificaton Form
Each Applicant must provide information about its fnancial standing and fnancial
capacity and is required to satisfy the Minimum Financial Criteria specifed 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 fnancial involvement with Flare Gas
monetisation projects.
Table 10: Financial Qualifcations 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 specifes 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 specifes 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.
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 submited under this
Section will be held confdential on terms outlined in Section 2.3.
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 fve.
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 submited under this
Section will be held confdential on terms outlined in Section 2.3.