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JUNE 2016

NYERI SOLAR PV GRID STUDY

SERVICE PROPOSAL 70023737 CONFIDENTIAL

Amber Court, William Armstrong Drive


Newcastle upon Tyne
NE4 7YQ

Phone: +44(0) 191 226 2000


Fax: +44 (0) 191 226 2104
www.wsp-pb.com
TABLE OF
CONTENTS
1 INTRODUCTION 1

2 COMPANY PROFILE 2
2.1 Parsons Brinckerhoff 2
2.2 WSP 4

3 SCOPE, METHODOLOGYAND PROGRAMME 7


3.1 Scope 7
3.2 Approach 7
3.3 Methodology 7
3.4 Deliverables and Programme 10

4 RELEVANT EXPERIENCE 11

5 PROPOSEDTEAM 18

6 COMMERCIAL PROPOSAL 20
6.1 Price 20
6.2 Taxes 20
6.3 Payment terms 20
6.4 Contracting Entity 20
6.5 Validity 20
6.6 Terms and Conditions 20

APPENDICES
A Terms of Reference
B Terms and Conditions
1

1
INTRODUCTION
This proposal has been prepared in response to Terms of Reference (ToR) for a Grid Study
associated with a proposed 40 MW solar PV plant in Nyeri county, Kenya.

It is understood that the project developer, Kumar & Associates has secured land rights for the
proposed project and that Green Giraffe B.V. (Netherlands) has been engaged by the developer
to conduct a feasibility study for the project. The Grid Study will form part of the feasibility study
and will meet the requirements of Kenya Power. This will enable the developer to secure a grid
connection agreement, a generation license and eventually a PPA with Kenya Power.

Our proposal includes:

Section 1 – This brief introduction

Section 2 – Our company profile

Section 3 – Scope, methodology and programme

Section 4 – Relevant experience

Section 5 – Proposed team

Section 5 – Commercial proposal

We trust that we have fully understood Green Giraffe’s requirements in preparing our proposal,
but would be happy to provide further clarification on any aspect if required.

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2
COMPANY PROFILE
Following an acquisition in late 2014, WSP and Parsons Brinckerhoff have combined to form a
single company and are now one of the world’s leading engineering professional services
consulting firms. Together we provide services to transform the built environment and restore the
natural environment, and our expertise ranges from environmental remediation to urban planning,
from engineering iconic buildings to designing sustainable transport networks, and from
developing the energy sources of the future to enabling new ways of extracting essential
resources.

As a global organisation WSP | Parsons Brinckerhoff has approximately 31,500 employees,


including engineers, technicians, scientists, architects, planners, surveyors, program and
construction management professionals, and various environmental experts. We are based in
more than 500 offices across 39 countries worldwide.

Below, we discuss the experience and capabilities of the two predecessor companies that have
now joined together to form WSP | Parsons Brinckerhoff.

2.1 PARSONS BRINCKERHOFF


Parsons Brinckerhoff (previously trading as PB Power) has an established global reputation within
the power and energy field.

Parsons Brinckerhoff’s heritage in power and energy includes over a hundred years combined
experience of famous names in the forefront of the development of the electrical industry:

Parsons Brinckerhoff - United States of Merz and McLellan - United Kingdom


America
Kennedy & Donkin - United Kingdom Design Power - New Zealand
PPK - Australia.

Parsons Brinckerhoff is best known for technical innovation and achieving commercial success for
its clients in power generation, transmission and distribution, allied power and energy projects and
desalination. We undertake a wide range of strategic studies from master plans, least cost
generation plans, tariff studies as well as advising on energy policy.

We offer comprehensive design, engineering and project management services from the
development of project concepts, pre-feasibility to commissioning and the versatility to act as
owner’s engineer, lender’s engineer or project manager – to suit clients’ requirements in the
pursuit of economical high-performance projects. Extensive financial and project development
services and the full scope of electrical, mechanical, civil, structural, process, quality and
environmental engineering skills further assure Parsons Brinckerhoff’s ability to produce total
solutions for today’s power industry.

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Parsons Brinckerhoff is committed to providing its clients with quality and cost effective services
within a given budget and within the parameters set by the client. Parsons Brinckerhoff is certified
to ISO 9001, ISO 14001 and OHSAS 18001, underlying the company’s commitment to quality, the
environment and health and safety.

Our key services include:

Studies
Master plans Generation, transmission and
distribution system planning
Technical, economic and financial Energy planning
analysis and tariff studies
Load forecasting Environmental impact assessment
Power system analysis (including Power plant selection and design
dynamic & static stability)
Renewable energy technologies System operation and dispatch
selection and implementation
Cost estimates Cost benefit analysis
Economic and financial analysis Fuel selection

Project Management
Project Management Tender adjudication
Contract administration

Engineering
Site investigation Line survey and routing
Cable route survey and cable system Detailed design
design
Preparation of specifications and Design review/audit
enquiry documents
Inter-contract interface engineering QA and Inspection services

Supervision/Construction
Supervision of civil works construction Supervision of plant installation
Supervision of site testing and commissioning

The scope of energy sector projects recently undertaken by the Company includes the following:

Generation and transmission master plans for national and


Master Plans
international power systems.
Feasibility Feasibility studies for transmission and generation projects.
Tariffs Tariff setting studies in a privatised environment.
Transmission and Engineering and project management of transmission and
distribution distribution projects.

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Studies of distribution upgrading through loss reduction


Upgrading
measures.
Rehabilitation of existing transmission and distribution
Rehabilitation
networks.
Asset Management Asset valuation and replacement strategies.
Privatisation Advice on utility privatisation and regulatory aspects.
Review of environmental compliance and full Environmental
Environmental
Impact Assessment.
Price Control Review of utility capital expenditure programs.
Protection co-ordination studies and SCADA /
Protection & SCADA
Telecommunications.
Detailed design of transmission system upgrading and
Design
expansion.

2.2 WSP
WSP has successfully carried out projects in over 80 countries in North, Central and South
America, Europe, Africa, Australia, Asia and the Middle East. International achievements include
technical assistance as well as institutional strengthening and capacity building associated with
the good governance of public institutions.

WSP makes active use of its 17,500 strong work force by drawing upon the relevant expertise as
required for a specific international mandate. By developing a number of centres of excellence
across different locations, we have the ability to efficiently allocate resources to combine
functional teams and work groups. As such, the most qualified resources are made available from
anywhere within the organization and project teams are customized to fully achieve our clients’
objectives. The accessibility of experts is increased while flexibility and decision making is
enhanced by our decentralized management structure and entrepreneurial culture.

The successful completion of international projects has enabled WSP to develop a thorough
understanding of the complex socio-economic, institutional, legal, regulatory and environmental
contexts of many countries. Socio-economic studies, surveys and investigations, public
consultations and multidisciplinary workshops conducted by WSP have allowed our experts to
interact with all levels of government authorities, scientists, consultants as well as local
beneficiary populations. This enabled WSP’s professionals to acquire the experience,
competence and personal qualities required to work effectively in different socio-cultural contexts.

Over the years, WSP has implemented projects for various international finance institutions,
including the Inter-American Development Bank, World Bank, African Development Bank,
European Development Bank, Canadian International Development Agency, International
Finance Corporation (IFC) as well as for private institutions. As such, we have been involved with
the criteria of these international finance institutions and we understand their standards.

In most of its international assignments, WSP seeks to team up with local experts who are
recognized for their expertise and experience with country-specific conditions. This is to combine
state-of-the-art and proven methodologies and tools with field-based knowledge to ensure
successful project implementation while fostering the transfer of know-how and of abilities. This
combination of experts, unique to each project, allows early identification of issues of concern or
risk, which enables a proactive management of the project.

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WSP Canada International experience:

Africa: Algeria, Angola, Benin, Botswana, Burkina Faso, Burundi,


Republic of Cameroon, Central African Republic, Democratic
Republic of Congo, Egypt, Ethiopia, Gabon, Guinea, Equatorial
Guinea, Kenya, Mali, Morocco, Niger, Ouganda, Republic of
Congo, Rwanda, Sao Tome and Principe, Senegal, Tanzania,
Tchad, Togo, Tunisia
North America: Canada, United States, Mexico
South America: Argentina, Bolivia, Colombia, Costa Rica, El Salvador,
Guatemala, Honduras, Peru, Uruguay, Venezuela
Carribean: Cuba, Haiti, Trinidad and Tobago, Turks and Caicos
Europe: Belgium, Bosnia-Herzegovina, France, Netherlands, Poland,
Serbia
Middle East: Saudi Arabia

2.2.1 ENERGY
WSP has been an active player in the energy sector for several decades. We offer a complete
range of engineering, project management and environmental solutions based on a one-stop
approach.

Our practice areas are:

Transmission and distribution Dam safety and water retention structures


Hydropower Solar Energy
Wind Energy Bioenergy and thermal
Water Engineering and Nuclear Energy
Geotechnical

Through its multidisciplinary staff, WSP offers a full range of services and our track record
includes projects of varying size and complexity in all energy sectors. Backed by a vast range of
skills, solid expertise and state-of-the art tools, WSP meets project challenges by applying best
practices designed to achieve optimal results. Taking a pragmatic approach, WSP’s professional
teams provide quantifiable benefits at every stage of the project cycle. We provide services to
clients in the private as well as the public sectors, including utility companies, private-sector
energy developers and contractors.

Our services include:

Resources Assessment Geotechnical/Water Engineering


Feasibility Studies Project Management (EPCM and Owner’s
Engineer)
Site Supervision Preliminary and Detailed Engineering
Regulation Commissioning and Start-Up
Dam Safety Evaluation Environmental Studies and Permitting
Technical Simulations (2D and Due Diligence and Third Party Review
3D)

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2.2.2 TRANSMISSION AND DISTRIBUTION


WSP offers a full range of multi-disciplinary services through the various project stages including
planning, permitting, design, construction supervision and commissioning of high, medium and
low voltage lines and substations used for interconnecting networks, linking power plants, wind
and solar farms, biogas, biomass, nuclear and thermal facilities to an electric grid.

Our services include:

Planning and Technical Studies


Preliminary and Detailed Engineering
Protection and Control
Project Management (Owner’s Rep)
Construction Supervision
Testing and Commissioning

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3
SCOPE, METHODOLOGY AND
PROGRAMME
3.1 SCOPE
The scope of work is clearly set out in the ToR which is provided in Appendix A and includes:

1. Assessment of data provided by the project owner and the Kenyan Power Company;
2. Design of grid connection for the PV power system at Nyeri and building a grid connection
model for the site in PSS/E;
3. High level grid impact study;
4. Cost modelling for the grid connection design;
5. High level risk assessment on the technical feasibility of the grid connection infrastructure
design (i.e. routing and siting of grid connection infrastructure);
6. Overall evaluation on technical feasibility and cost for the grid connection defining the
preferred grid connection location from grid perspective and concluding if infeed of the PV
system at the existing grid is feasible;
7. Support the project with the (technical) discussions and presentation to Kenya Power

The proposed approach and methodology for delivering the scope are described below.

3.2 APPROACH
It is important that the requirements of Kenya Power are fully understood and that the studies fulfil
these requirements. We will therefore work closely with the Developer, Green Giraffe and Kenya
Power to ensure that these requirements are met. The approach will include:

An initial meeting with Kenya Power to understand their requirements in terms of grid studies
and design requirements towards securing a grid connection agreement.
A visit to the project site to assess the proposed transmission line route and grid connection
point.
Presentation of the study results and discussions with Kenya Power and the Developer

3.3 METHODOLOGY

3.3.1 ASSESSMENT OF DATA


Green Giraffe has already provided the following data associated with the project:

1. Maps showing the project location and the proposed transmission line route to the grid
connection substation.

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2. Photographs and single line diagram (SLD) of the proposed Kiganjo grid connection
substation.
3. Map showing the 33 kV and 11 kV distribution networks in Nyeri county.
4. Google Earth file showing project location and Kenya transmission grid
5. PSS/E files representing Kenya transmission network
6. Load data for Nyeri county

On commencement of the study, we will review the above data and will identify any outstanding
data requirements.

During the initial meeting with Kenya Power we will obtain the outstanding data and discuss in
detail the requirements of the grid study. The items to be covered at this meeting will include:

The Grid (Connection) Code requirements in relation to solar PV plants.


Guidelines for Grid Connection
The particular studies required to demonstrate grid code compliance.
The PSS/E models provided and the network/loading conditions they represent.
Any additional PSS/E model requirements. (The grid studies will need to consider both
maximum and minimum network loading conditions and associated generation dispatch and
take account of relevant network outages or switching conditions.)
Design requirements for the grid connection
Support for the site visit and access to Kiganjo transmission substation

The meeting with Kenya Power will be followed by a site visit to assess the feasibility of the
proposed transmission line route and the planned connection arrangement to Kiganjo substation.
We assume that a representative from Kenya Power will accompany the team on the visit.

3.3.2 DESIGN OF GRID CONNECTION


Following discussions with Kenya Power and review of the Grid Code and Guidelines for Grid
Connection, we will review the proposed grid connection and will consider any other potential
options. This will include consideration of: connection point, connection voltage, level of
redundancy required to meet Grid Code requirements.

We will also consider the key parameters of the connection, i.e. transmission line tower design,
conductor size, transformer and switchgear based on the existing infrastructure and Kenya Power
specifications. The need for reactive compensation will be determined during the grid impact
studies.

We understand that that the preliminary design of the solar PV park network will be provided by
one of the potential suppliers. We will produce SLDs showing the solar PV network and the
proposed grid connection. We will require the key electrical parameters of the solar PV plant
including:

Reactive power capability


Fault ride-through capability
Fault infeed to the grid
Harmonic current injection characteristics of the inverter

3.3.3 HIGH LEVEL GRID IMPACT STUDIES


The objectives of the grid impact studies are to:
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Confirm the key parameters of the proposed grid connection


Identify any reactive compensation requirements associated with the grid connection
Confirm that the impact on the network of the solar PV plant will not result in violation of the
Grid Code

The preliminary design of the solar park will be adequately represented in the PSS/E models in
order to conduct the grid impact studies. The grid studies consider all relevant operating
conditions and will include the following:

Load flow studies to assess the steady-state operation of the solar PV plant, confirming that
all equipment comprising the grid connection is able to operate within its thermal rating and
that voltages at the grid connection point and at the solar PV plant substation are within the
required limits specified by the Grid Code for steady-state operation. The load flow studies
will be conducted for both maximum and minimum demand conditions and will consider
contingency events in accordance with the Grid Code.
The load flow model will be used to determine the power loss between the solar PV plant and
the grid connection point for conditions of peak plant output. Based on the output profile of
the plant we will then calculate the annual energy losses in the grid connection.
Short-circuit studies will be conducted to determine maximum and minimum symmetrical and
asymmetrical fault levels both at the point of connection to the grid and at the solar PV plant.
These studies will confirm that the solar PV plant will not result in the fault levels exceeding
the rating of the switchgear at the grid connection point and will determine the minimum fault
level rating requirements for the solar PV plant substation switchgear.
The short-circuit studies will also provide the impedance and X/R ratio at the grid connection
point which will be used as the basis for assessment of harmonics, voltage fluctuation and
flicker. The minimum short-circuit levels will be the critical condition for the power quality
studies. We expect that the supplier will provide the harmonic characteristics of the proposed
plant. If not, we will base the studies on typical harmonic characteristics.
We would not expect the solar PV plant to have a significant impact on system frequency
however this will also be assessed.

3.3.4 LIFE-CYCLE COST


We will determine the costs associated with the grid connection including: investment cost,
operations and maintenance (O&M) cost and the cost of losses.

The investment cost (CAPEX) will be based on recent tender prices for similar equipment and the
O&M cost will be based on our experience. The cost of losses will be based on the peak power
and energy losses calculated as described above. We will discuss with the client how these
should be valued based on the estimated power plant CAPEX and levelised cost of electricity.

3.3.5 HIGH LEVEL RISK ASSESSMENT


We will discuss with the client the parameters of the risk assessment. These could include:

Environmental or social impact risk associated with the transmission line route.
Risk of delay in ongoing transmission projects required for evacuation of power from the solar
PV plant (if applicable).
Risk of low local demand conditions resulting in excessive voltage rise during power
evacuation.
Risk of switchgear bay at proposed grid connection point being assigned to another project.

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Following agreement on the grid connection related risks to be considered, we will assess the
likelihood and potential impact of each on the project.

3.3.6 OVERALL EVALUATION OF TECHNICAL FEASIBILITY


The results of the above studies will be documented in a Draft Report, along with all input data,
assumptions and methodology. The report will describe the design of the grid connection and the
impact of the solar PV plant in relation to the Grid Code requirements. The report will also include
recommendations and advice for the next stage of the project.

We will also provide the PSS/E models used to conduct the studies, including the representation
of the solar PV plant and the grid connection.

3.3.7 SUPPORT DISCUSSIONS AND PRESENTATION


We will support the client with technical discussions and a presentation of the study results to
Kenya Power. We have allowed for a single one-day meeting in Nairobi for this presentation.

We will then take account of comments received from the client and from Kenya Power, make the
necessary changes to the study and issue the Final Report.

3.4 DELIVERABLES AND PROGRAMME


We will provide the Draft Report within 8 weeks of contract signature.

The Final Report will be provided within 2 weeks of receipt of all comments on the Draft Report.

The proposed schedule is subject to timely response of the Client to requests for data and
approval of deliverables.

The reports will be submitted in English language in electronic form (PDF).

As mentioned above, we have also allowed in our proposal for presentation of the Draft Report to
Kenya Power in Nairobi.

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4
RELEVANT EXPERIENCE
A number of relevant projects are briefly described below, particularly relating to our experience in
Kenya and experience with similar grid studies:

Kenya, Feasibility Studies for Distribution Master Plan, 2012 - 2013. WSP | Parsons
Brinckerhoff was appointed by Kenya Power to conduct a Distribution Maser Plan Study to
address the country’s distribution requirements up to 2030. The main objectives of the study
were to;

Conduct a detailed assessment of Kenya Power’s distribution system requirements over the
2012-2030 planning period and
Develop a distribution master plan including environmental scoping to cover the planning
period.

The services provided include:

Collect and review network data (existing and committed projects).


Set-up network database.
Develop load forecast.
Review of planning and design standards and develop technical specifications.
Regional and county site visits.
Create existing network models for the various regions.
Develop rural distribution strategies.
Develop generic models for network expansion.
Conduct system studies to cover the first 5 years of the planning period and develop a least
cost expansion plan over this period.
Develop least cost investment plans for the remainder of the planning period to 2030.
Conduct scoping studies for environmental and social impact assessment.

Kenya Transmission Masterplan, 2012 - 2013. The project included studying and planning the
electricity transmission system of Kenya up to the year 2030. The study was split into short and
medium/long-term components.

In the short-term, detailed power system analysis was carried out to identify steady state and
dynamic problems that are affecting the existing system (2011 - 2012) and to propose and specify
immediate reinforcements or operational protection/control solutions needed to maintain/improve
the security and reliability of the power system.

In the medium/long term power system analysis to identify medium term (2013 - 2017) and long
term (2018 - 2030) transmission reinforcements needed to meet Kenya’s electricity supply and
demand as described in the Ministry of Energy’s Least Cost Power Development Plan of March
2011.

The services provided include:


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Data collection (ERC, KPLC, KETRACO, KenGen, MoE) and compilation of a Transmission
Data Report.
Review of Least Cost Power Development Plan (LCPDP) and Medium Term Plan
Preparation of a transmission system database for 2012 - 2030.
Review and update of 2012 power systems analysis model (PSS/E).
Distributed load forecast (by grid substation), co-ordinated with the Kenya Distribution
Masterplan.
Power systems analysis studies (load flows, reactive compensation, fault levels, stability) and
voltage stability studies for 2012 to 2030.
Review of existing transmission protection policy and problems.
Review of existing and planned SCADA and transmission system operation.
Recommendations for improvements to the Transmission Planning function in Kenya.
Comments on transmission sector structure.
Training for ERC, KPLC, KETRACO, KenGen, MoE counterparts in Kenya and the UK (four
weeks).

Integration of 2 X 50MW Solar PV Plants to Lusaka 33kV substation. The aim of the study
was to carry out a study to analyse the impact to the Zambia Power System of integrating 2 x 50
MW PV Solar plants into the ZESCO System. Both plants are to be connected at the 33 kV level,
at the Lusaka South Multi Facility Economic Zone (LS-MFEZ) 330/33 kV substation, which is
under construction.

The objective of the study was to determine the influence of the new PV Plants to on the Zambian
Power System, using the DIgSILENT Power Factory model provided by ZESCO (“ZESCO Model
2015-11 rev 1 (Solar)”).

The scope of work within the Connection study included the following services:

Modelling of the PV plants and connections to the grid


Definition of PV plants’ generation scenarios
Load Flow studies
Contingency analysis (N-1)
Fault Level studies
Dynamic studies: start-up and disconnection of the solar plants, stepwise variation of
loads/solar generation, variations of the controller set points, symmetrical and unsymmetrical
short-circuit events, line and transformer switching
Transient stability studies following large disturbances
All power system studies were conducted using Power Factory Digsilent software

PV Solar Park Full Feasibility Study. Parsons Brinckerhoff were appointed by CAMAC to
undertake a full feasibility study for the PV solar park as key part of the development process.

The project comprises 20 MWp of solar PV panels that will deliver electricity to the Gambian
network. The project will hopefully help the country to reduce dependence on generation from
heavy fuel oil which currently leads to significant fluctuations in the cost of generation.

The Parsons Brinckerhoff team undertook the full feasibility assessment for the project producing
a detailed feasibility report outlining the project potential, including:

Solar PV Technology Review.

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3D modelling and PV farm layout.


Solar Resource and Energy Yield Assessment.
Grid Connection Studies.
Clean Development Mechanism potential.
Market analysis and comparison with conventional generation in The Gambia.
Financial Modelling.
EIA review and socio economic impact.
EOI issued to potential EPC contractors.

PV Solar Park Full Feasibility Study Fana, Mali. Parsons Brinckerhoff was appointed by
CAMAC to undertake a full feasibility study for the PV solar park as key part of the development
process.

The project comprises 20 MWp of solar PV panels that will deliver electricity to the Mali electricity
grid network. The project will hopefully help the country to reduce the use of fossil fuels in the
future which the Mali Government felt had the potential to lead to significant fluctuations in the
cost of generation as they install more and more thermal plant.

The Parsons Brinckerhoff team produced a detailed document outlining the project potential,
including:

Solar PV Technology Review.


3D modelling and PV farm layout.
Solar Resource and Energy Yield Assessment.
Grid Connection Studies.
Clean Development Mechanism potential.
Market analysis and comparison with conventional generation in Mali.
Financial Modelling.
EIA review and socio economic impact.
EOI issued to potential EPC contractors.

Zambia BioTherm PV Grid Studies. BioTherm Energy, as Lead Developer and Project
Sponsor, in a proposed Joint Venture with Solaire Direct (EPC Contractor) and Tiyende Pamodzi
Energy Ltd (Local Partner) have been pre-selected for the development of four lots (Lots 1, 2, 3 &
4) located in the Eastern Province resulting in a total capacity of 10MW. The total capacity
comprises of three lots of 2MW each and one lot with a capacity of 4MW. BioTherm Energy
required a grid connection feasibility studies for the projects.

A comprehensive Grid Connection Feasibility Study for each of the [four] projects. The feasibility
study included:

The network modelling of the solar PV site; The plants were modelled and integrated at the
relevant utility Point of Connection (POC) as aggregated models.
Load flow studies to determine the maximum generation which may be allowed without
overloading the Distribution Network, or parts of the distribution network;
Compare alternative grid connection options;
Network electrical loss calculations;
Network configuration and connectivity options including overhead line conductor sizing and
routes;

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Fault level contribution;


Concept designs including single lines and general equipment layout and Bill of Quantities
with the associated costs;
Substation location positioning, cable routes and related EIA inputs.

Feasibility Studies for 5000 MW+ Transmission lines and substations (Dongo Kundu, Lamu
and Kitui power plants), 2014. WSP | Parsons Brinckerhoff was commissioned by KETRACO to
conduct feasibility studies for the 400 kV transmission projects associated with three power plants
in addition to a proposed 400/132 kV substation at Makindu in Makueni county. The scope of
work includes:

Technical, economic and environmental studies in order to confirm feasibility of the proposed
projects.
Development of conceptual designs and technical specifications for the recommended
options.
Production of bidding documents to allow the projects to proceed to the tendering stage.

Feasibility studies: This work undertaken to assess the feasibility of the proposed projects
includes the following aspects:

Description and location of the proposed projects.


Least-cost analysis of the options for each of the projects.
Power system studies.
Transmission line and substation design.
Scoping studies for environmental and social impact assessment.
Line route selection.
Projects cost estimates and implementation schedules and
Economic and financial analysis.

Eastern Africa Power Pool (EAPP) Regional Power System Master Plan and Grid Code,
2009 - 2010. A series of studies were completed that cover opportunities for cross-border
interconnections in the region. These studies include the East Africa Power System Master Plan
Study (Uganda, Kenya and Tanzania), the Strategic, Social and Environmental Assessment of
Power Development Options (Burundi, Eastern DRC, Kenya, Rwanda, Tanzania and Uganda),
the Eastern Nile Power Trade Study (Egypt, Sudan and Ethiopia), the Djibouti-Ethiopia
Interconnection Study and the 2004 World Bank Scoping Study.

The key objectives of this study were to bring together and develop upon the works of the
previous studies in order to identify power generation and interconnection projects (at a Master
Plan level) to interconnect the power systems of the EAPP countries in the short-to-long term.
The study also aimed to develop a common grid code in order to facilitate the integrated
development and operations of the power systems of the EAPP countries. Furthermore, the
study aimed to develop the institutional capacity at the EAPP headquarters through the training of
EAPP staff.

Services provided:

Develop demand forecasts for each of the 10 member countries of the EAPP.
Carry out an Environmental Impact Assessment for the EAPP region, including analysis of
carbon trading opportunities.
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Finalise a least cost development plan for the region, developing 5 year investment plans for
each member country.
Review and assess the institutional capacities, recommending reinforcements and assessing
the current tariff structures for sustainability following the development of a co operational
EAPP region.
Assess funding strategies.
Review existing grid codes and develop a new grid code for the EAPP.
Carry out training of counterpart staff on the above topics.

Feasibility Studies for Kenya Power Transmission Improvement Project - Assignment IV,
2011 - 2012. KETRACO has identified a number of potential transmission projects aimed at
extending the national grid to new areas of the country. This work undertaken to assess the
feasibility of the proposed projects included the following aspects;

Description and location of the proposed projects.


Demand forecasting.
Least-cost analysis of the options for each of the projects.
Power system studies.
Transmission line and substation design.
Scoping studies for environmental and social impact assessment.
Line route selection.
Projects cost estimates and implementation schedules and
Economic and financial analysis.

Nairobi Transmission Study, 2010 - 2011. KPLC commissioned WSP | Parsons Brinckerhoff to
conduct a study with the following main objectives:

To conduct a detailed study of Kenyan power transmission system requirements over the
planning period, with emphasis on the Nairobi Metropolitan area.
To conduct a review of the proposed 220 kV and 400 kV developments around Nairobi and
the 66 kV sub-transmission in the region to identify and recommend optimal investments, to
prepare an Environmental and Social Impact Assessment (ESIA) for the recommended
Nairobi transmission and sub-transmission developments and
to conduct training of counterpart staff.

The services provided include:

Site assessments.
Load forecast and generation expansion plan review.
Development of transmission options
Financial and economic appraisal.
Preparation of as Environmental and Social Impact Assessment (ESIA) to include an
Environmental and Social Management Plan (ESMP).
Presentation of key findings to funding agencies/donors.

Kenya Electricity Tariff Study, 2002 - 2003. The Ministry of Energy of the Government of
Kenya engaged WSP | Parsons Brinckerhoff in November 2001 to undertake a review and update
of the previous, 1999, electricity tariff study, also carried out by WSP | Parsons Brinckerhoff.

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The objective of the tariff study was to review both the bulk supply tariff and the retail tariffs and to
propose new tariffs. The new tariffs were to be formulated so as to ensure that certain financial
ratios were achieved in the 5 year financial projections, as stipulated by the World Bank.

Services provided:

Power sector overview including load forecast and national least-cost power development
plan.
Derivation of long-run marginal cost (LRMC) of generation, transmission and distribution.
Prepare financial projections for KenGen.
Review existing bulk supply tariff and devise new cost-reflective tariff, that achieves the
stipulated financial covenants for KenGen.
Review of existing retail tariff structures and tariff rates.
Allocation of LRMC demand, energy and consumer costs to each customer category.
Prepare financial projections for KPLC.
Adjust the LRMC retail tariffs to achieve the stipulated financial covenants for KPLC.

Qua Iboe Power Plant Connection Study. The objective of the project was to conduct an
update of the connection studies for the Qua Iboe Power Plant (QIPP). The site for the Qua Iboe
CCGT power plant is in the Akwa Ibom State in south east Nigeria. The QIPP entails the
development of a 580MW natural gas-fired gas turbine combined cycle power plant and
construction of a 330kV switchyard and 58 km of double circuit 400kV overhead transmission line
connecting the power plant to the Ikot Abasi substation. Power generation units will be delivered
by General Electric (GE) and they will be arranged in multi-shaft configuration 3 x (1+1) + 1: three
blocks, each with one gas turbine and one HRSG (Heat Recovery Steam Generator), all
supplying one steam turbine.

Prior to the power plant implementation, it was necessary to conduct the Connection study and
verify that the power plant will integrate into the existing and planned electrical grid system with
no major steady state and contingency issues.

The scope of work within the Connection study included the following services:

Modelling of gas and steam generation units with steady state and dynamic parameters
Modelling of excitation system, governor control system and power system stabilizer
Verification and update of the Nigerian power system with the planned transmission and
generation infrastructure by 2019
Load Flow studies
Contingency analysis (N-1)
Fault Level studies
Transient Stability studies (faults simulations, critical clearing time (CCT) calculations)
All power system studies were conducted using Power Factory Digsilent software.

Jwaneng 132/33kV Substation Upgrade. The steady increase in demand for power from the
Jwaneng 132kV/33kV substation has meant that the existing 2 x 30 MVA transformers supplying
Debswana Jwaneng mine are already inadequately rated to provide a firm supply. Debswana
Jwaneng mine also has plans in place to construct a new plant. To this effect, PB Power has
been appointed to provide the Consultancy Services for the design, installation and
commissioning of the Jwaneng 132/33 kV Substation Upgrade.

The scope included the following key tasks:


WSP | Parsons Brinckerhoff
Project No 70023737
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17

Design and Project Management of the full scope of the project, including civil, electrical and
commercial management.
Quality Assurance of the work provided by the contractor.
Recommending and supervising of appropriate design changes.

Airport Road 132/11kV Substation Upgrade. WSP | Parsons Brinckerhoff was appointed as
the consultant to provide Design and Project Management services in the Upgrading of the Airport
Road 132/11 kV substation on behalf of Botswana Power Corporation. The project required the
construction of a mirror image substation to extend the existing substation and increase capacity

The scope included the following key tasks:

Design and optimisation of the new substation additions


Tender document preparation and tender process management
Project Management of the full scope of the project, including civil, electrical and commercial
management.
Quality Assurance of the work provided by the contractor.
Recommending and supervising of appropriate design changes.

Molepolole 132/33kV Substation Upgrade. WSP | Parsons Brinckerhoff was appointed as the
consultant to provide Design and Project Management services in the Upgrading of the
Molepolole 132/33kV substation on behalf of Botswana Power Corporation.

The scope included the following key tasks:

Substation yard redesign and equipment specification


Review of existing equipment and protection settings
Tender document preparation and tender process management
Project Management of the full scope of the project, including civil, electrical and commercial
management.
Quality Assurance of the work provided by the contractor.
Recommending and supervising of appropriate design changes.

WSP | Parsons Brinckerhoff


Project No 70023737
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5
PROPOSED TEAM
We provide the profiles of a selection of our specialists below who have the relevant skills and
experience to deliver the required services.

Full CVs can be provided on request.

Mark Fraser is Chief Engineer, Power System Planning with WSP | Parsons Brinckerhoff and has
25 years’ experience working in the power sector. He has significant recent experience of project
managing power sector master-plans and feasibility studies, the last 10 years involving many in
Africa, particularly Kenya. He has led several transmission feasibility studies for KETRACO and
also led a Distribution Master Plan study on behalf of Kenya Power. Mark is experienced in grid
impact studies and grid code compliance.

Martin Šafránek an Electrical Engineer who has extensive experience as an Overhead Line
Engineer with specialist knowledge and skills in all aspects of design, construction and
commissioning of distribution and transmission lines at voltages including 10 kV, 33 kV 132 kV,
220 kV 330 kV and 400 kV. He has extensive experience in the management of overhead line
projects including tendering, budgeting, scheduling, project co-ordination, material purchase,
financing and contracting.

Tomo Martinovic is a Senior Power Systems Engineer with WSP | Parsons Brinckerhoff who has
9 years’ experience in steady-state in electrical transmission, distribution and industrial networks.
He has extensive experience in studying interconnection of two or more power systems,
connection studies for new generation and transmission in power systems. His skills cover also
congestion management with calculation of cross-border transmission capacities and allocation
principles, analysis of power system adequacy and power quality monitoring and analysis. Tomo
has completed work for clients in South Eastern Europe countries, Black Sea countries, as well as
for various organizations (ENTSO-E, USEA, Energy Community etc.).

Keith Harmer is a Principal Power Systems Engineer with WSP | Parsons Brinckerhoff who has
experience in industrial power system analysis, transmission system planning work, generation
integration studies, asset replacement modelling, economic studies and high voltage direct
current (HVDC) systems. He also has experience in the design and analysis of electrical
machines and drive systems and has conducted several research and development projects in
this field.

Michael Astley is an Overhead Lines Engineer with a broad knowledge of Civil and Structural
Engineering. His role involves providing various consultancy services for power transmission and
distribution projects in both the UK and overseas. His specialities are focused on the design and
review of overhead transmission line towers and support foundations. He has extensive
experience using design software packages including PLS TOWER for tower structure design and
PLS CADD for transmission line profiling. Michael has international site experience in Kenya
working on both overhead line and substation projects undertaking site engineering and project
management activities. He has provided bid evaluation services and carried out on site
transmission line inspection works.
WSP | Parsons Brinckerhoff
Project No 70023737
Confidential
19

Milos Mitrovic is a Power Systems Engineer with experience in electrical transmission and
distribution power systems. The overall objectives of these studies are to investigate and predict
the steady state and transient performance of power systems under normal and abnormal
operating conditions as part of the planning and design of electrical systems. His study
experience includes load flows, fault level calculations and transient stability analysis using
PSS/E, DIgSILENT and IPSA2 software. Milos has recently conducted grid impact studies
associated with a solar PV plant in Zambia.

WSP | Parsons Brinckerhoff


Project No 70023737
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6
COMMERCIAL PROPOSAL
6.1 PRICE
Our lump sum price exclusive of taxes is GBP 33,600.

The price includes expenses associated with:

An initial 2-day trip to Kenya to hold discussions with Kenya Power in Nairobi and to conduct
a site visit.
A further trip to Nairobi to present the results of the study to Kenya Power.

We have allowed for two engineers to attend each trip and have based our price on Economy
Class flight tickets.

6.2 TAXES
Prices are exclusive of all taxes.

6.3 PAYMENT TERMS


We propose the following payment terms:

Advance payment on contract signature 20%

Submission of Draft Report 70%

Approval of Final Report 10%

6.4 CONTRACTING ENTITY


Any contract would be taken in the name of Parsons Brinckerhoff Limited.

6.5 VALIDITY
Our proposal remains valid for acceptance within thirty (30) days from the bid submission date.

6.6 TERMS AND CONDITIONS


Our proposal is submitted on the basis of the Conditions of Engagements included in Appendix B.

WSP | Parsons Brinckerhoff


Project No 70023737
Confidential
Appendix A
TERMS OF REFERENCE
Nyeri Solar Project, 17 June 2016

Terms of Reference: Grid study

This ToR describes the activities to be performed by an electrical expert (the Consultant) for the
grid study. The study will be performed in close cooperation between the project owner
Kumar&Associates and Kenya Power. As basis the Consultant is expected to use the results from a
site visit, information on the Kenyan power situation, data to be provided by Kenya Power and
specific information requested from the developer (in case necessary).

It is proposed to have coordination meetings during the site visit (at the start of the project) with
Kenya Power to agree on the network configurations and power system operation to be considered
in the studies. Furthermore, the requirements of the Kenyan Grid Code should be discussed to
establish a common understanding of the outcome of the network studies. Network data will be
handed over to the Consultant and detailed load and generation scenarios will be defined during
the data collection mission. Kenya Power will take care that the Consultant will receive the
required network data and the requirements for the grid study.

For the detailed modelling of grid connection designs the Consultant is expected to use PSS/E
software to perform grid studies. The Consultant will carry out a comprehensive grid connection
study analysing the potential impact on the grid of the solar system at Nyeri County. This study
will consist of the following elements:
1. Assessment of data provided by the project owner and the Kenyan Power Company;
2. Design of grid connection for the PV power system at Nyeri and building a grid connection
model for the site in PSS/E;
3. High level grid impact study;
4. Cost modelling for the grid connection design;
5. High level risk assessment on the technical feasibility of the grid connection infrastructure
design (i.e. routing and siting of grid connection infrastructure);
6. Overall evaluation on technical feasibility and cost for the grid connection defining the
preferred grid connection location from grid perspective and concluding if infeed of the PV
system at the existing grid is feasible;
7. Support the project with the (technical) discussions and presentation to Kenya Power

Ad 1. Assessment of data provided by the project and/or Kenyan Power


The grid connection study will be based on several types of information that have to be provided
by the developer and/or the Kenyan Power Company, namely the following:
Kenya Grid Code;
Guidelines for Grid Connection;
Grid connection location including grid characteristics (e.g. voltage characteristics,
frequency characteristics, X/R ratio, short circuit capacity, etc.);
Overview of high voltage network in the area including existing generators and areas of
demand in order to get a high level view on the feasibility for connecting at a certain
location into the network, the network design shall be provided by PSS/E files;
Generation and demand profiles over the year for the high voltage network in the area;
Draft routing from the PV system to the grid connection location;
Potential location for substation siting;
Ad 2. Design of grid connection for the PV power system at Nyeri and building a grid connection
model for the site in PowerFactory
The design of the grid connection shall consist of the following aspects:
Assessment of grid connection requirements as set by Kenya Power in the Grid Code and
Guidelines which specify the requirements on the design of the grid connection;
Assessment of specifications of the electrical design of the PV system;
Assessment of optimal network topology (e.g. voltages, connection configurations, level of
redundancy, etc.) for the grid connection to the existing high voltage network. The
network design shall be integrated in the PSS/E model;
Preliminary design of:
o Solar park network will be supplied by developer (initial high level design by one
of the potential suppliers of the solar park);
o Substation including transformers, switchgear, reactive power compensation;
o Grid connection design to existing high/medium voltage network.
For the various network topologies of the complete grid connection infrastructure single
line diagrams will be provided.

Ad 3. High level grid impact studies


A high level grid impact study shall be performed consisting of the following elements:
Load flow study: assessing steady state operation of PV power system;
Loss calculations of grid connection from the PV system to the grid connection location;
Short circuit study: assessing symmetrical and asymmetrical fault levels;
Dynamic grid study assessing harmonics, voltage fluctuations (flicker) and frequency
fluctuations during various operational scenarios.

Ad 4. Cost modelling
The cost modelling shall form integral part of the assessment on the optimal grid connection
infrastructure design. The Consultant shall use its own cost database of equipment for up to date
pricing of equipment. With the overall assessment of the grid connection design the life cycle costs
for the infrastructure will be taken into account based on:
Investment costs for realization of the grid connection (CAPEX);
Estimate on operation and maintenance costs (OPEX);
Calculation of losses in the network.

Ad 5. High level risk assessment


Besides the costs modelling, also a high level risk assessment for the grid connection design shall
be performed to complete the feasibility study for the grid connection design. For this risk
assessment study discussions on the parameters and (local) constraints shall be held with the
project owner.

Ad 6. Overall evaluation on technical feasibility


The Consultant will provide the following deliverables at completion of the works:
A final report consisting of: all data input, assumptions, design steps and study results
outlining advice regarding the grid connection design and evaluation;
Electrical models for the grid connection in PSS/E.
Ad 7. Support discussions and presentation
Support the project with the (technical) discussions and presentation to Kenya Power on the grid
connection and grid impact of the solar system assuming 1 meeting with Kenya Power.

Overall
The result of grid study is:
Site visit and quick-off meeting with developer and Kenya Power;
Design of the grid connection;
Grid study following the requirements of Kenya Power. The study should be sufficient to
allow for a grid connection agreement, a generation license and eventually a PPA with
Kenya Power.
Meeting at Kenya Power to discuss the outcome of the grid connection feasibility study,
discuss the next steps regarding grid connection requirements related to the grid
connection process and grid studies required;
Appendix B
TERMS AND CONDITIONS
Parsons Brinckerhoff Ltd

Conditions of Engagement for Clients

1. DEFINITIONS

1.1 In these conditions, which are to be read in conjunction with the provisions contained in the Offer, the
following expressions shall have the meanings hereby assigned to them except where the context otherwise
requires.

Agreement - means these conditions together with any special conditions contained in an appendix hereto
and the Offer.

Client - means the person, company or body named in the Offer as the recipient of the Services and the
legal successors in title to that person, company or body.

Contractor - means the company or companies responsible for any implementation or construction utilising
the Services or its deliverables.

Offer - means WSP | Parsons Brinckerhoff’s letter, tender or proposal to the Client that is the subject of the
Agreement.

Party - means the Client or WSP | Parsons Brinckerhoff and Parties means the Client and WSP | Parsons
Brinckerhoff together.

Services - means the scope of services to be performed by WSP | Parsons Brinckerhoff either as set out in
the Schedule to this Agreement (if any), or as set out in the Offer.

WSP | Parsons Brinckerhoff - means Parsons Brinckerhoff Limited.

2. COMPENSATION AND PAYMENT

2.1 The Parties acknowledge that WSP | Parsons Brinckerhoff has been selected to perform the Services solely
because of its experience, expertise and resources.

2.2 Compensation for the performance of the Services by WSP | Parsons Brinckerhoff shall be as specified in
the Offer and, unless otherwise indicated herein, WSP | Parsons Brinckerhoff shall invoice the Client monthly
for the Services performed and expenses incurred during the month, such invoice to contain a statement of
the sum that WSP | Parsons Brinckerhoff considers to be due at the date of submission of such invoice and
the basis on which such sum is calculated.

2.3 The final date for payment by the Client of the invoiced amount into WSP | Parsons Brinckerhoff’s
designated bank account shall be thirty days from the date of the invoice. Any amount not paid within that
period shall accrue interest from the due date until receipt of payment by WSP | Parsons Brinckerhoff at a
rate equivalent to 4% per annum above the base lending rate of WSP | Parsons Brinckerhoff’s bank.

2.4 Where the Agreement constitutes a "construction contract" for the purposes of Part II of the Housing Grants,
Construction and Regeneration Act 1996 (as amended from time to time):

2.4.1 the date of receipt of WSP | Parsons Brinckerhoff’s invoice pursuant to condition 2.2 above shall
constitute the due date for payment of such invoice

2.4.2 the invoice submitted by WSP | Parsons Brinckerhoff pursuant to condition 2.2 above shall constitute
WSP | Parsons Brinckerhoff’s payment notice, and

2.4.3 no later than seven (7) days before the final date for payment detailed in condition 2.3 above, the
Client may give to WSP | Parsons Brinckerhoff a notice of the Client's intention to pay less than the
sum stated as due in WSP | Parsons Brinckerhoff’s invoice submitted pursuant to condition 2.2 above,
such notice from the Client to specify the sum that the Client considers to be due to WSP | Parsons
Brinckerhoff on the date such notice is served and the basis on which such sum is calculated.

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2.5 Compensation for performance of the Services by WSP | Parsons Brinckerhoff shall be exclusive of Value
Added Tax or its equivalent (VAT). Where applicable, any UK VAT shall be paid by the Client as part of the
invoiced sum and the invoice shall separately identify this tax as an additional line item on the invoice.

2.6 Subject to the provisions of condition 2.5 for UK taxes, the compensation specified in the Offer is exclusive of
all direct and indirect taxes in any other jurisdictions, including but not limited to corporation tax, withholding
tax, income tax, social security charges and all other VAT, GST, sales taxes, duties, imposts and charges
arising from performance of the Services under the Agreement.

2.6.1 Any such applicable taxes, duties or imposts are the responsibilities of the Client and the taxes shall
be borne and paid by the Client to the relevant authorities directly. The Client shall hold WSP |
Parsons Brinckerhoff harmless against any tax liabilities or penalties that are payable by the Client
under this condition or under any applicable laws.

2.6.2 Pursuant to condition 2.6, where any applicable withholding tax is included in WSP | Parsons
Brinckerhoff’s invoice in addition to the agreed sum in condition 2.5, such withholding tax included
shall be considered as part of the compensation for performance of the Services and shall be payable
by the Client as part of the invoiced sum. The Client shall withhold and remit the withholding tax to the
relevant authority in accordance with the applicable laws. A valid tax payment certificate shall be
provided by the Client to WSP | Parsons Brinckerhoff in a timely manner when the invoice becomes
due under condition 2.2.

Notwithstanding the foregoing, if the Client is obligated to collect and remit taxes to the relevant
authority, the taxes are deemed to be the responsibilities of the Client under condition 2.6.1
irrespective of whether the relevant taxes are identified in WSP | Parsons Brinckerhoff’s invoice or not.

2.6.3 The Client is responsible for any expenses, cost or outlay associated with any tax or non-tax related
procedures and any remittance formalities for effecting payment into WSP | Parsons Brinckerhoff’s
designated bank account by the final date for payment as prescribed under condition 2.3. Except as
otherwise specified in the Agreement, WSP | Parsons Brinckerhoff is not responsible for providing any
documentation, other than the invoice for demanding payment under condition 2.2.

3. CHANGES

3.1 The Services are based on facts known at the time of preparation of the Offer, which may include information
made available to WSP | Parsons Brinckerhoff by the Client. Subsequent information may indicate that the
Services need to be amended. In such case, WSP | Parsons Brinckerhoff will promptly provide the Client
with an amendment to the Services to which the Client shall respond in writing within a reasonable period of
time, considering the circumstances of the amendment, but in no event longer than twenty eight (28) days,
otherwise such amendment to the Services shall be deemed to have been approved by the Client. Where
the Agreement has been amended by deemed approval, WSP | Parsons Brinckerhoff shall, within a
reasonable period of time, issue a notice to the Client confirming such amendment. Additionally, the Client
may by written instruction make such changes to Services as are agreed in writing between the Parties. In
any of the above circumstances, WSP | Parsons Brinckerhoff’s compensation shall be adjusted accordingly
and thereafter WSP | Parsons Brinckerhoff shall commence performance of the amended Services.

3.2 The Client shall upon the request of WSP | Parsons Brinckerhoff grant an extension to any planned
programme for performance of the Services, as defined in the Offer and, if appropriate, an adjustment to
WSP | Parsons Brinckerhoff’s compensation, if WSP | Parsons Brinckerhoff has been delayed or impeded in
the performance of the Services by (a) a change order granted hereunder, (b) any delay caused by the
Client, (c) an event of Force Majeure, being any event beyond the control of PB, (d) a suspension for any
reason, (e) any change of law, or (f) any other reason mutually agreed by the Parties.

4. WARRANTY

4.1 WSP | Parsons Brinckerhoff warrants that the Services shall be performed by WSP | Parsons Brinckerhoff
with reasonable skill, care and diligence in accordance with accepted professional engineering and
consulting standards and practices existing at the date of performance of the Services. WSP | Parsons
Brinckerhoff’s liability arising out of the performance of the Services for any breach of this warranty shall be
limited to (a) re-performance of any portion of the Services to correct the breach or (b) the direct
consequences of such breach where such breach was reported to WSP | Parsons Brinckerhoff in writing
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within one year of the date of performance of the relevant portion of the Services. However, WSP | Parsons
Brinckerhoff’s maximum liability arising out of or related to the Services shall be subject to the limitations set
out in condition 5 herein.

4.2 Both Parties warrant that in connection with the Agreement, they shall comply with all applicable laws, both
local and international, prohibiting bribery and other forms of corruption.

4.3 WSP | Parsons Brinckerhoff further warrants that:

(i) without limiting the generality of condition 4.2 above, in connection with the Agreement, neither WSP |
Parsons Brinckerhoff nor any of its officers, employees, directors or agents shall, directly or indirectly
(a) offer, promise, pay or give, or authorise any offer, promise, payment or gift of, money or anything
else of value either as an improper inducement to make, or as an improper reward for making, any
decision favourable to the interests of the Client including providing improper benefits of any kind to
government officials, customers, suppliers, charities and other individuals or organisations, to obtain or
retain business or secure any improper advantage for the Client, the project under which the Services
are provided or for PB, or (b) engage in any other corrupt conduct, including extortion, fraud,
deception, collusion, cartels, embezzlement, trading in influence, money-laundering and similar
criminal activity
(ii) neither WSP | Parsons Brinckerhoff nor any of its officers, employees, directors or agents has, prior to
the date of the Agreement, made any offer, promise, payment, gift or authorisation of the sort
described above, or engaged in any other corrupt conduct, and
(iii) in accepting the appointment it acknowledges that it owes a duty of care to the Client in carrying out its
duties under this condition 4.3.

4.4 All warranties, other than the above, whether express or implied, including without limitation any warranties
of merchantability or fitness for purpose, are expressly excluded.

5. LIABILITY

5.1 WSP | Parsons Brinckerhoff shall not be responsible for the construction means, methods, techniques,
sequences, procedures, safety precautions, and programmes incident thereto; nor for the acts or omissions
of the Client or of the Contractor or any of the Client’s or the Contractor’s agents, employees or
subcontractors; nor for the acts or omissions of material or equipment manufacturers or suppliers; nor for the
acts or omissions of any other engineer or consultant.

5.2 No collateral warranty will be provided by WSP | Parsons Brinckerhoff unless the Client has advised, prior to
the commencement of the Services, that a warranty will be required. Sufficient time shall be allowed by the
Client, for negotiating the warranty.

5.3 Notwithstanding any other provision herein, save to the extent precluded by law, WSP | Parsons Brinckerhoff
shall not be liable for any loss of profit, loss of revenue, loss of use of any facilities, or loss of product or
production or any indirect or consequential losses howsoever arising. Legally enforceable direct losses shall
be limited to WSP | Parsons Brinckerhoff’s compensation for the Services.

5.4 Subject to condition 5.3 above, the liability of WSP | Parsons Brinckerhoff for any claim or claims shall be
limited to such sum as WSP | Parsons Brinckerhoff ought reasonably to pay having regard to WSP | Parsons
Brinckerhoff’s responsibility for the loss or damage suffered by the Client on the assumption that the
Contractor, all other contractors, subcontractors, consultants, sub-consultants, project managers and
advisers shall have:

(i) provided contractual undertakings to the Client in respect of the performance of their obligations on
terms and conditions no less onerous than those set out in the Agreement, and
(ii) paid to the Client such proportion which it would be just and equitable for them to pay having regard
to the extent of their responsibility.

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6. INSURANCES

6.1 WSP | Parsons Brinckerhoff shall at its own cost and expense maintain workers compensation, employer’s
liability, motor vehicle, public liability and professional indemnity insurance coverage in amounts in
accordance with legal requirements and WSP | Parsons Brinckerhoff’s own business requirements. Unless
otherwise agreed in writing, WSP | Parsons Brinckerhoff’s professional indemnity insurance shall be
maintained in the sum of one million pounds sterling (£1 million).

7. PROJECT INFORMATION

7.1 The Client shall make available to WSP | Parsons Brinckerhoff all data on project scope, schedule, cost and
quality requirements and other information reasonably necessary to allow WSP | Parsons Brinckerhoff to
perform the Services and WSP | Parsons Brinckerhoff shall be entitled to rely upon all such information
made available by the Client.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Copyright of all drawings, reports, and other documents provided by WSP | Parsons Brinckerhoff in
connection with the Services shall remain vested in WSP | Parsons Brinckerhoff but the Client shall have a
licence to copy and use such drawings, reports, and other documents and to reproduce the designs
contained in them for any purpose related to the project in relation to which the Services are performed.
WSP | Parsons Brinckerhoff shall not be liable for any use by the Client of any of the drawings, reports, or
other documents for any purpose other than that for which the same were prepared and provided by PB.

9. CONFLICTS OF INTEREST

9.1 Whilst WSP | Parsons Brinckerhoff has established procedures to identify situations where a conflict of
interest may arise, WSP | Parsons Brinckerhoff cannot be certain that it will identify all of those which exist or
may develop, in part due to difficulty in anticipating what the Client may perceive to be a conflict. If the Client
is aware or becomes aware of any potential conflict affecting WSP | Parsons Brinckerhoff’s provision of the
Services, the Client will notify WSP | Parsons Brinckerhoff immediately. Where a potential conflict is
identified and WSP | Parsons Brinckerhoff believes that the Client’s interests can be properly safeguarded by
the implementation of appropriate procedures, WSP | Parsons Brinckerhoff will agree with the Client the
arrangements that WSP | Parsons Brinckerhoff will implement to preserve confidentiality and to ensure that
the advice and opinions that WSP | Parsons Brinckerhoff give are wholly independent. Just as WSP |
Parsons Brinckerhoff will not use information confidential to the Client for the advantage of a third party,
WSP | Parsons Brinckerhoff will not use confidential information obtained from any other party for the Client’s
advantage.

10. TERMINATION/SUSPENSION

10.1 The Client may terminate the performance of the Services if WSP | Parsons Brinckerhoff is in material
breach of its obligations herein and WSP | Parsons Brinckerhoff has not commenced to remedy that breach
within thirty (30) days after receipt of a written notice to that effect from the Client. WSP | Parsons
Brinckerhoff may suspend or terminate performance of the Services if any compensation payable to WSP |
Parsons Brinckerhoff has been outstanding for more than sixty (60) days from the date of WSP | Parsons
Brinckerhoff’s relevant invoice. In the event of termination of the performance of the Services, the Client
shall make payments to WSP | Parsons Brinckerhoff for, (a) all invoice and interest amounts outstanding at
the date of termination, (b) that part of the Services completed up to the time of termination and (c) all
expenses of termination incurred by WSP | Parsons Brinckerhoff in connection with the performance of the
Services.

10.2 Notwithstanding any other provision of the Agreement, if either Party becomes aware of what it determines in
good faith to be a breach of the above representations, warranties and undertakings within conditions 4.2
and 4.3 above, that Party shall be entitled to terminate the Agreement, and any other agreement between
the Parties, with immediate effect. In the event of such termination, that Party shall have no liability to the
other Party under the Agreement for any fees, reimbursements or other compensation or for any other loss,
cost, claim or damage resulting, directly or indirectly, from such termination.

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10.3 For the avoidance of doubt, in the event that WSP | Parsons Brinckerhoff’s security advisors advise (and
such advice is supported by EU state or US government advice) against travel to or through a country or
state, or in the event that there have been terrorist attacks on foreigners, or in the event of the WSP |
Parsons Brinckerhoff’s underwriters withdrawing insurance cover then any or all of these events will be
classed as Force Majeure under the terms of the Agreement and WSP | Parsons Brinckerhoff shall have the
right to terminate the Agreement forthwith.

11. GOVERNING LAW

11.1 The performance of the Services shall be governed by and construed in accordance with the laws of
England and shall be subject to the jurisdiction of the English Courts.

12. CHANGE IN LAW

12.1 Should the applicable laws, rules or regulations be changed, enacted or reinterpreted after submission of the
Offer in such a manner as to cause an increase in cost to WSP | Parsons Brinckerhoff or to delay the
planned programme then WSP | Parsons Brinckerhoff’s compensation and the programme shall be adjusted
accordingly.

13. NOTICES

13.1 Unless otherwise agreed, notices shall be served on the registered office of the relevant Party. Notices may
be served personally, by pre-paid mail, by e-mail or by facsimile. For the avoidance of doubt notices may
only be served by email or fax with prior written consent to an agreed email address or fax number. Notices
shall be deemed served immediately if served personally or by facsimile or e-mail or seven days from the
date of the notice if served by pre-paid mail. Notice of termination may not be served by e-mail or by
facsimile.

14. NON-POACHING

14.1 The Client agrees that it shall not during the period of the Agreement and for 12 months after its termination,
recruit or engage directly or indirectly, whether as an employee, independent contractor or otherwise any
person who has at any time during the 12 months immediately prior to such termination been employed or
engaged by WSP | Parsons Brinckerhoff in carrying out the Services and with whom as a result the Client
had material contact with during the 12 months immediately preceding the termination of the Agreement.

14.2 Whilst the undertaking in condition 14.1 is considered by the Parties to be reasonable in all the
circumstances, if any part of it is held invalid as an unreasonable restraint of trade or for any other reason
but would have been held valid if part of the wording had been deleted, the period reduced or the range of
activities or area dealt with reduced in scope, the undertaking will apply with such modifications as may be
necessary to make it valid.

15. DISPUTES

15.1 Subject to condition 15.2 below, any dispute or difference arising out of the Agreement shall be resolved in
good faith by the Parties. Either Party may refer the dispute to the managing directors of the Parties or their
designated representatives, who will meet within 5 days of the notice to try to resolve the dispute. If the
Parties cannot resolve the dispute in good faith, or either Party is refusing to participate in the process, the
dispute may be referred to mediation. The Parties will agree upon the mediator. If the Parties fail to agree
within 14 days the decision may be referred by either Party to the Chairman of the Technology &
Construction Solicitors Association (TeCSA). If the dispute is not resolved by mediation within 30 days of the
date of the mediation, or if one of the Parties will not participate in the mediation, the dispute may be referred
to the arbitration of a person to be agreed upon between the Parties or, failing agreement, nominated by the
President for the time being of the Chartered Institute of Arbitrators. The rules of arbitration shall be those of
the London Court of International Arbitration, unless otherwise agreed the place of arbitration shall be
London, England.

15.2 Where the Agreement constitutes a "construction contract" for the purposes of Part II of the Housing Grants,
Construction and Regeneration Act 1996 (as amended from time to time), either Party shall have the right to
refer any dispute or difference arising out of or in connection with the Agreement to adjudication at any time
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in accordance with the version of the TeCSA Adjudication Rules current at the date of the Agreement, with
an appropriate adjudicator to be nominated by the Chairman of TeCSA. The adjudicator's decision shall be
binding on both Parties until the dispute or difference is finally determined by legal proceedings or by
agreement between the Parties.

16. SPECIAL CONDITIONS

16.1 Any special conditions shall be set out in an appendix hereto. In the event of conflict, such special
conditions shall take precedence over these standard conditions.

17. ENTIRE AGREEMENT

17.1 The Agreement constitutes the entire agreement between the Parties and no changes, modifications or
amendments to the terms and conditions of the Agreement shall be valid unless agreed to by the Parties in
writing and signed by their authorised officers. Should there be any conflict between the terms and
conditions of the Agreement and any other documentation or correspondence then the terms and conditions
of the Agreement shall prevail.

18. ASSIGNMENT

18.1 WSP | Parsons Brinckerhoff reserves the right to assign or novate this contract to any other Parsons
Brinckerhoff company on giving reasonable notice to the Client in writing.

19. THIRD PARTIES

19.1 Save as provided otherwise by the Agreement, no statute, law, regulation or any other implied right shall
operate in relation to the Agreement which confers any rights on any person who is not a party to the
Agreement. For the avoidance of doubt the Contracts (Rights of Third Parties) Act 1999 or its equivalent
shall not operate to confer any rights on any person who is not party to the Agreement.

20. WAIVER

20.1 Failure by WSP | Parsons Brinckerhoff to exercise or enforce any right or remedy conferred by the
Agreement shall not be construed as a waiver of any other right or remedy conferred by the Agreement at
that time, or a waiver of that right or remedy or any other right or remedy conferred by the Agreement at any
other time.

21. SEVERABILITY

21.1 Invalidity or unenforceability of one or more provisions of the Agreement shall not affect any other provision
of the Agreement.

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SCHEDULE

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