Lease of property to develop and operate bulk liquid-petroleum … - LPG... · 2021. 6. 7. · Liquefied Petroleum Gas Handling Terminal - source: internet Lease of property to develop

Open Advertised Bidding for

Lease of Property

REQUEST FOR PROPOSAL

(RFP)

Liquefied Petroleum Gas Handling Terminal - source: internet

Lease of property to develop and

operate bulk liquid-petroleum-gas

(LPG) and/or liquid natural gas

(LNG or CNG) import, storage and

distribution facilities in the Port of

Walvis Bay North Port

V6 – Tender Issue Tender Number: Property-OAB-2021-02

Issued on: 7 June 2021

Invitation for Bids (IFB) Namibian Ports Authority (Namport), REQUEST FOR PROPOSAL (RFP)

IFB Title: LEASE OF PROPERTY TO DEVELOP AND OPERATE BULK

LIQUID-PETROLEUM-GAS (LPG) AND/OR LIQUID NATURAL GAS (LNG OR

CNG) IMPORT, STORAGE AND DISTRIBUTION FACILITIES IN THE PORT

OF WALVIS BAY NORTH PORT

Tender Number: Property-OAB-2021-02

1. Bids are hereby invited through Open Advertised Bidding (OAB) for the lease of

property to develop and operate bulk liquid-petroleum-gas (LPG) and/or liquid natural

gas (LNG OR CNG) import, storage and distribution facilities in the port of Walvis Bay

North Port.

2. REQUEST FOR PROPOSAL (RFP) DOCUMENTATION

Interested entities may obtain the RFP document from Namport website at the

following link as from Monday 7 June 2021: www.namport.com/property/rfp/581/

3. REGISTRATION OF BIDDERS

In order to take part in this bidding process, bidders must register as a bidder as soon as

they obtain the bid documents. A bidder will only receive official correspondence such

as notices etc. after that bidder has registered. Any bid submitted by a bidder that did

not register as a bidder will be rejected. To register, a bidder must complete the bidder

registration form contained in this bidding document and email it to the Manager

Property at the below mentioned contact details. Bidder registration is only open for

15 working days after the date of issue of the bidding documents as indicated on the

cover page, after which no more bidder registration forms will be accepted.

4. Eligibility and Qualifications requirements are as detailed in the Bidding

Document.

5. RFP SUBMISSION CLOSING DATE AND TIME

Closing date and time for RFP bids submission is Monday, 26 July 2021, Time: 12:00

PM noon, (Namibian time). RFP bids should be submitted by depositing it in the tender

box at Namport head office reception at No. 17, Rikumbi Kandanga Road, Walvis Bay.

Electronic submissions will not be accepted.

6. ENQUIRIES

All enquiries on this RFP must be directed in writing to the Property Manager, Ms.

Justina Evelinus @ email: [email protected] and copied to

[email protected] No verbal telephonic enquiries will be responded to. The last

day for clarification requests will be 12 July 2021.

http://www.namport.com/property

mailto:[email protected]


BIDDER REGISTRATION FORM

(to be completed and sent back to Namport before the due date for bidder registration)

Namibian Ports Authority (Namport), REQUEST FOR PROPOSAL (RFP)

IFB Title: LEASE OF PROPERTY TO DEVELOP AND OPERATE BULK

LIQUID-PETROLEUM-GAS (LPG) AND/OR LIQUID NATURAL GAS (LNG OR

CNG) IMPORT, STORAGE AND DISTRIBUTION FACILITIES IN THE PORT

OF WALVIS BAY NORTH PORT

IFB Number: Property-OAB-2021-02

Name of bidding

entity/company or one

member of a bidding entity

Name and Surname of

contact person representing

the bidder

Email address for receiving

notices (provide two email

addresses if possible)

Telephone number

Postal address

Physical address

This duly completed form must be sent to the Manager Property, Ms. Justina Evelinus immediately

after obtaining the bid document and before the due date for bidder registration as indicated

in the IFB, at the following email address: [email protected] and copied to

[email protected] If, after emailing the bidder registration form, the bidder does not get an

email acknowledgement back from either one of the two email addresses listed above, then it means

the bidders email and registration form was not received. The onus is on the bidders to ensure that

their bidder registration forms are received by Namport. Hard copy forms will also be accepted, if

delivered to Namport head office reception at No. 17, Rikumbi Kandanga Road, Walvis Bay and

clearly marked for attention the Manager Property, Ms Justina Evelinus.



iv

Table of Contents

PART 1 – Bidding Procedures .......................................................................................... 1

Section 1 - Instructions to Bidders .................................................................................... 2

Section II – Bid Data Sheet (BDS) ................................................................................. 20 Section III - Evaluation and Qualification Criteria ......................................................... 23 Section IV - Bidding Forms .............................................................................................. 2

PART 2 – Landlord’s Requirements.............................................................................. 33

Section V - Landlord’s Requirements ............................................................................. 34

PART 3 – Specimen Lease Agreement ............................................................................. 1

Section VI. Lease Agreement .......................................................................................... 2

Section VII - Contract Forms .......................................................................................... 38

1-1

PART 1 – Bidding Procedures

1-2

Section 1 - Instructions to Bidders

Table of Clauses

A. General ................................................................................................................... 4

1. Scope of Bid .............................................................................................................4 2. Fraud and Corruption ...............................................................................................4

3. Eligible Bidders .......................................................................................................6

4. Eligible Materials, Equipment and Services ............................................................8

B. Contents of Bidding Document ............................................................................ 8

5. Sections of Bidding Document ................................................................................8 6. Clarification of Bidding Document, Site Visit, Pre-Bid Meeting ............................9 7. Amendment of Bidding Document ........................................................................10

C. Preparation of Bids ............................................................................................. 10

8. Cost of Bidding ......................................................................................................10

9. Language of Bid .....................................................................................................10

10. Documents Comprising the Bid .............................................................................10 11. Letter of Bid and Schedules ...................................................................................11

12. Alternative Bids .....................................................................................................11 13. Bid Prices ...............................................................................................................11 14. Currencies of Bid and Payment .............................................................................11

15. Documents Comprising the Technical Proposal ....................................................11 16. Documents Establishing the Qualifications of the Bidder .....................................12

17. Period of Validity of Bids ......................................................................................12 18. Bid Security ...........................................................................................................12

19. Format and Signing of Bid .....................................................................................13

D. Submission and Opening of Bids ....................................................................... 14

20. Sealing and Marking of Bids .................................................................................14 21. Deadline for Submission of Bids ...........................................................................14 22. Late Bids ................................................................................................................14 23. Withdrawal, Substitution, and Modification of Bids .............................................15 24. Bid Opening ...........................................................................................................15

E. Evaluation and Comparison of Bids ................................................................. 15

25. Confidentiality .......................................................................................................15 26. Clarification of Bids ...............................................................................................16

27. Deviations, Reservations, and Omissions ..............................................................16 28. Determination of Responsiveness ..........................................................................16 29. Nonconformities, Errors, and Omissions ...............................................................17 30. Evaluation of Bids..................................................................................................17

Section I - Instructions to Bidders 1-3

31. Comparison of Bids ...............................................................................................17 32. Qualification of the Bidder ....................................................................................17 33. Landlord’s Right to Accept Any Bid, and to Reject Any or All Bids ...................18

F. Award of Contract .............................................................................................. 18

34. Award Criteria .......................................................................................................18 35. Signing of Contract ................................................................................................18 36. Performance Security .............................................................................................18

1-4 Section I – Instructions to Bidders

Section I - Instructions to Bidders

A. General

1. Scope of Bid 1.1 The Landlord, as indicated in the BDS, issues this Bidding

Document for the procurement of the Tenant as specified in

Section V (Landlord’s Requirements) through Open or Restricted

Bidding (open for local and foreign bidders), as indicated in the

BDS. The name, identification, and number of contracts of this

bidding are provided in the BDS.

Throughout these Bidding Documents:

(a) the term “in writing” means communicated in written

form (e.g. by mail, e-mail) with proof of receipt;

(b) if the context so requires, “singular” means “plural” and

vice versa; and

(c) “day” means calendar day, unless otherwise specified.

(d) The terms “tenant”, “bidder”, “tenderer”, “operator”,

“terminal operator” in upper or lower case is used

interchangeably throughout the bidding document and

shall refer to the same entity.

(e) The terms “Landlord”, “Namport”, “Employer” in

upper or lower case is used interchangeably throughout

the bidding document and shall refer to the same entity.

2. Fraud and

Corruption

2.1 It is the policy of the Government of the Republic of Namibia to

require Public Entities, as well as bidders, suppliers, and

contractors and their agents (whether declared or not), personnel,

subcontractors, sub-consultants, service providers and suppliers,

observe the highest standard of ethics during the procurement

and execution of contracts. 1 In pursuance of this policy, the

Government of the Republic of Namibia:

(a) defines, for the purposes of this provision, the terms set forth

below as follows:

1 In this context, any action taken by a bidder, supplier, contractor, or any of its personnel, agents, sub-

consultants, sub-contractors, service providers, suppliers and/or their employees to influence the

procurement process or contract execution for undue advantage is improper.


(i) “corrupt practice” is the offering, giving, receiving or

soliciting, directly or indirectly, of anything of value to

influence improperly the actions of another party2;

(ii) “fraudulent practice” is any act or omission, including

a misrepresentation, that knowingly or recklessly

misleads, or attempts to mislead, a party to obtain a

financial or other benefit or to avoid an obligation; 3

(iii) “collusive practice” is an arrangement between two or

more parties4 designed to achieve an improper purpose,

including to influence improperly the actions of

another party;

(iv) “coercive practice” is impairing or harming, or

threatening to impair or harm, directly or indirectly, any

party5 or the property of the party to influence

improperly the actions of a party;

(v) “obstructive practice” is

(aa) deliberately destroying, falsifying, altering or

concealing of evidence material to the

investigation or making false statements to

investigators in order to materially impede the

Landlord’s investigation into allegations of a

corrupt, fraudulent, coercive or collusive practice;

and/or threatening, harassing or intimidating any

party to prevent it from disclosing its knowledge

of matters relevant to the investigation or from

pursuing the investigation, or

(bb) acts intended to materially impede the exercise of

the Landlord’s inspection and audit rights

provided for under sub-clause 4.2 below.

(b) will reject a proposal for award if it determines that the Bidder

recommended for award has, directly or through an agent,

engaged in corrupt, fraudulent, collusive, coercive or

obstructive practices in competing for the contract in

question; and

(c) will sanction a firm or an individual, at any time, in

accordance with prevailing legislations, including by publicly

declaring such firm or individual ineligible, for a stated

period of time: (i) to be awarded a public contract; and (ii) to

be a nominated sub-contractor, consultant, manufacturer or

supplier, or service provider of an otherwise eligible firm

being awarded a public contract.

2.2 In further pursuance of this policy, Bidders shall permit the

Landlord to inspect any accounts and records and other


documents relating to the Bid submission and contract

performance, and to have them audited by auditors appointed by

the Landlord.

2.3 The Landlord commits itself to take all measures necessary to

prevent fraud and corruption and ensures that none of its staff,

personally or through his/her close relatives or through a third

party, will in connection with the bid for, or the execution of a

contract, demand, take a promise for or accept, for him/herself or

third person, any material or immaterial benefit which he/she is

not legally entitled to. If the Landlord obtains information on the

conduct of any of its employees which is a criminal offence under

the relevant Anti-Corruption Laws of the Republic of Namibia or

if there be a substantive suspicion in this regard, it will inform the

relevant authority(ies) and in addition can initiate disciplinary

actions. Furthermore, such bid shall be rejected.

3. Eligible Bidders

3.1 A Bidder may be a natural person, private entity, or government-

owned entity—subject to ITB 3.5 — or any combination of them

in the form of a joint venture, under an existing agreement, or with

the intent to constitute a legally-enforceable joint venture. All

partners shall be jointly and severally liable for the execution of

the Contract in accordance with the Contract terms.

3.2 A Bidder, and all parties constituting the Bidder, shall have the

nationality of an eligible country. A Bidder shall be deemed to

have the nationality of a country if the Bidder is a citizen or is

constituted, or incorporated, and operates in conformity with the

provisions of the laws of that country. This criterion shall also

apply to the determination of the nationality of proposed

subcontractors or suppliers for any part of the Contract including

related services.

3.3 A Bidder shall not have a conflict of interest. All Bidders found

to have a conflict of interest shall be disqualified. A Bidder may

be considered to have a conflict of interest with one or more parties

in this bidding process, if :

(a) they have a controlling partner in common; or

2 “Another party” refers to a public official acting in relation to the procurement process or contract execution.

In this context, “public official” includes Employer’s staff and employees of other organizations taking or

reviewing procurement decisions. 3 “Party” refers to a public official; the terms “benefit” and “obligation” relate to the procurement process

or contract execution; and the “act or omission” is intended to influence the procurement process or contract

execution. 4 “Parties” refers to participants in the procurement process (including public officials) attempting to establish

bid prices at artificial, non-competitive levels. 5 “Party” refers to a participant in the procurement process or contract execution.


(b) they receive or have received any direct or indirect subsidy

from any of them; or

(c) they have the same legal representative for purposes of this

bid; or

(d) they have a relationship with each other, directly or through

common third parties, that puts them in a position to have

access to information about or influence on the Bid of

another Bidder, or influence the decisions of the Landlord

regarding this bidding process; or

(e) a Bidder participates in more than one bid in this bidding

process. Participation by a Bidder in more than one Bid will

result in the disqualification of all Bids in which the party is

involved. However, this does not limit the inclusion of the

same subcontractor in more than one bid; or

(f) a Bidder or any of its affiliates participated as a consultant in

the preparation of the design or technical specifications of the

contract that is the subject of the Bid; or

(g) a Bidder, or any of its affiliates has been hired (or is proposed

to be hired) by the Landlord as Consultant.

3.4 (a) A firm that is under a declaration of ineligibility by the

Government of Namibia in accordance with applicable laws

at the date of the deadline for bid submission and thereafter

shall be disqualified.

(b) Bids from contractors appearing on the ineligibility lists

of African Development Bank, Asian Development Bank,

European Bank for Reconstruction and Development, Inter-

American Development Bank Group and World Bank Group

shall be rejected.

Links for checking the ineligibility lists are available on the

PPU’s website: www.mof.gov.na/procurement-policy-unit

3.5 Government-owned enterprises in the Republic of Namibia shall

be eligible only if they can establish that they are legally and

financially autonomous and operate under commercial law, and

that they are not a dependent agency of the Government.

3.6 Bidders shall provide such evidence of their continued eligibility

satisfactory to the Landlord, as the Landlord shall reasonably

request.

3.7 In case a prequalification process has been conducted prior to the

bidding process, this bidding is open only to prequalified

Bidders.

http://www.mof.gov.na/procurement-policy-unit


3.8 Firms shall be excluded if by an act of compliance with a decision

of the United Nations Security Council taken under Chapter VII

of the Charter of the United Nations, the Republic of Namibia

prohibits any import of goods or contracting of works or services

from that country or any payments to persons or entities in that

country.

3.9 A bidder who, by itself or via one of its members, have not

registered as a bidder as described in the IFB and before the

deadline set in the IFB is not eligible to submit a bid.

4. Eligible

Materials,

Equipment and

Services

4.1 The materials, equipment and services to be supplied under the

Contract shall have their origin in eligible source countries as

defined in ITB 3.2 above and all expenditures under the Contract

will be limited to such materials, equipment, and services. At the

Landlord’s request, Bidders may be required to provide evidence

of the origin of materials, equipment and services.

4.2 For the purpose of ITB 4.1 above, “origin” means the place where

the materials and equipment are mined, grown, produced or

manufactured, and from which the services are provided.

Materials and equipment are produced when, through

manufacturing, processing, or substantial or major assembling of

components, a commercially recognized product results that

differs substantially in its basic characteristics or in purpose or

utility from its components.

B. Contents of Bidding Document

5. Sections of

Bidding

Document

5.1 The Bidding Document consist of Parts 1, 2, and 3, which include

all the Sections indicated below, and should be read in conjunction

with any Addenda issued in accordance with ITB 7.

PART 1 Bidding Procedures

Section I – Instructions to Bidders (ITB)

Section II – Bid Data Sheet (BDS)

Section III – Evaluation and Qualification Criteria

Section IV – Bidding Forms

PART 2 Requirements Section V – Landlord’s Requirements

PART 3 Lease Agreement

Section VI – Specimen of Lease Agreement

Section VII – Contract Forms

5.2 The Invitation for Bids issued by the Landlord is not part of the

Bidding Document.


5.3 The Landlord is not responsible for the completeness of the

Bidding Document and their Addenda, if they were not obtained

directly from the source stated by the Landlord in the Invitation

for Bids.

5.4 The Bidder is expected to examine all instructions, forms, terms,

and specifications in the Bidding Document. Failure to furnish all

information or documentation required by the Bidding Document

may result in the rejection of the bid.

6. Clarification of

Bidding

Document, Site

Visit, Pre-Bid

Meeting

6.1 A prospective Bidder requiring any clarification of the Bidding

Document shall contact the Landlord in writing at the Landlord’s

address indicated in the BDS or raise his inquiries during the pre-

bid meeting if provided for in accordance with ITB 6.4. The

Landlord will respond in writing to any request for clarification,

provided that such request is received prior to the deadline for

submission of bids, within a period given in the BDS. The

Landlord shall forward copies of its response to all Bidders who

have acquired the Bidding Document in accordance with ITB 5.3,

including a description of the inquiry but without identifying its

source. Should the Landlord deem it necessary to amend the

Bidding Document as a result of a request for clarification, it shall

do so following the procedure under ITB 7 and ITB 21.2.

6.2 The Bidder is encouraged to visit and examine the Leased Site(s)

and its surroundings and obtain for itself, on its own risk and

responsibility, all information that may be necessary for preparing

the bid and entering into a lease agreement. The costs of visiting

the Site shall be at the Bidder’s own expense.

6.3 The Bidder and any of its personnel or agents will be granted

permission by the Landlord to enter upon its premises and lands

for the purpose of such visit, but only upon the express condition

that the Bidder, its personnel, and agents will release and

indemnify the Landlord and its personnel and agents from and

against all liability in respect thereof, and will be responsible for

death or personal injury, loss of or damage to property, and any

other loss, damage, costs, and expenses incurred as a result of the

inspection.

6.4 The Bidder’s designated representative is invited to attend a pre-

bid meeting, if provided for in the BDS. The purpose of the

meeting will be to clarify issues and to answer questions on any

matter that may be raised at that stage.

6.5 The Bidder is requested, as far as possible, to submit any question

in writing, to reach the Landlord not later than one week before

the meeting.

6.6 Minutes of the pre-bid meeting, including the text of the questions

raised, without identifying the source, and the responses given,

together with any response prepared after the meeting, will be


transmitted promptly to all Bidders who have acquired the Bidding

Document in accordance with ITB 5.3. Any modification to the

Bidding Document that may become necessary as a result of the

pre-bid meeting shall be made by the Landlord exclusively

through the issue of an addendum pursuant to ITB 7 and not

through the minutes of the pre-bid meeting.

6.7 Non-attendance at the pre-bid meeting will not be a cause for

disqualification of a Bidder.

7. Amendment of

Bidding

Document

7.1 At any time prior to the deadline for submission of bids, the

Landlord may amend the Bidding Document by issuing addenda.

7.2 Any addendum issued shall be part of the Bidding Document and

shall be communicated in writing to all who have obtained the

Bidding Document from the Landlord in accordance with ITB 5.3.

7.3 To give prospective Bidders reasonable time in which to take an

addendum into account in preparing their bids, the Landlord may,

at its discretion, extend the deadline for the submission of bids,

pursuant to ITB 21.2.

C. Preparation of Bids

8. Cost of Bidding 8.1 The Bidder shall bear all costs associated with the preparation and

submission of its Bid, and the Landlord shall in no case be

responsible or liable for those costs, regardless of the conduct or

outcome of the bidding process.

9. Language of Bid 9.1 The Bid, as well as all correspondence and documents relating to

the bid exchanged by the Bidder and the Landlord, shall be written

in English. Supporting documents and printed literature that are

part of the Bid may be in another language provided they are

accompanied by an accurate translation in English in which case,

for purposes of interpretation of the Bid, such translation shall

govern.

10. Documents

Comprising the

Bid

10.1 The Bid shall comprise the following

documents. Bidders shall prepare and divide

their bid submissions up into these

sections/chapters in the number sequence in

which they are listed here, with clear

verbatim headings for each document

submission as per the following list:

(a) Letter of Bid;


(b) completed Schedules, in accordance with ITB 11 and 13, or

as stipulated in the BDS;

(c) Bid Security or Bid Securing Declaration, in accordance with

ITB 18;

(d) alternative bids, at Bidder’s option and if permissible, in

accordance with ITB 12;

(e) written confirmation authorizing the signatory of the Bid to

commit the Bidder, in accordance with ITB 19.2;

(f) documentary evidence in accordance with ITB 16

establishing the Bidder’s qualifications to perform the

contract;

(g) Technical Proposal in accordance with ITB 15;

(h) in the case of a bid submitted by a joint venture (JV), the JV

agreement, or letter of intent to enter into a JV including a

draft agreement, indicating at least the shareholding of each

partner and the parts of the Works to be executed by the

respective partners;

(i) All required documentary evidence listed in the bid

document.

11. Letter of Bid and

Schedules

11.1 The Letter of Bid, Schedules, and all documents listed under

Clause 10, shall be prepared using the relevant forms in Section

IV (Bidding Forms), if so provided. Where relevant forms are not

provided, bidders will design their own. The forms must be

completed without any alterations to the text, and no substitutes

shall be accepted. All blank spaces shall be filled in with the

information requested.

12. Alternative Bids 12.1 Unless otherwise indicated in the BDS, alternative bids shall not

be considered.

13. Bid Prices 13.1 The rates and prices quoted by the Bidder in the Letter of Bid and

in the Schedules shall conform to the requirements specified

below.

13.2 The Bidder shall submit a bid for the whole of the works described

in ITB 1.1 by filling in rates, quantities and prices for all items of

the Lease and/or Works, as identified in Section IV, Bidding

Forms and Schedule of Prices.

14. Currencies of

Bid and Payment

14.1 The currency of the bid shall be in Namibian Dollars only.

15. Documents

Comprising the

15.1 The Bidder shall furnish a Technical Proposal including a

statement of work methods, equipment, personnel, schedule and

any other information as stipulated in Section IV (Bidding Forms),

in sufficient detail to demonstrate the adequacy of the Bidders’


Technical

Proposal

proposal to meet the Landlord Requirements. A Technical

Proposal which lacks quality, detail and sufficient write-up and

illustrations will be rejected as nonresponsive.

16. Documents

Establishing the

Qualifications of

the Bidder

16.1 To establish its qualifications to perform the Contract in

accordance with Section III (Evaluation and Qualification

Criteria) the Bidder shall provide the information requested in the

corresponding information sheets included in Section IV (Bidding

Forms).

17. Period of

Validity of Bids

17.1 Bids shall remain valid for the period specified in the BDS after

the bid submission deadline date prescribed by the Landlord. A

bid valid for a shorter period shall be rejected by the Landlord as

nonresponsive.

17.2 In exceptional circumstances, prior to the expiration of the bid

validity period, the Landlord may request Bidders to extend the

period of validity of their bids. The request and the responses shall

be made in writing. If a bid security is requested in accordance

with ITB 18, it shall also be extended for a corresponding period.

A Bidder may refuse the request without forfeiting its bid security. A

Bidder granting the request shall not be required or permitted to

modify its bid.

18. Bid Security 18.1 Unless otherwise specified in the BDS, the Bidder shall either

furnish as part of its bid, in original form, a bid security or

subscribe to a Bid Securing Declaration in the Letter of Bid as

specified in the BDS. In the case of a bid security, the amount

shall be as specified in the BDS.

18.2 The Bid Securing Declaration shall be in the form of an

undertaking by the Bidder in the letter of Bid.

18.3 If a Bid Security is specified pursuant to ITB 18.1, the Bid Security

shall be in the form of an unconditional guarantee, issued by a

local bank or a reputable overseas bank.

The Bid Security shall be submitted either using the Bid Security

Form included in Section IV (Bidding Forms). The form must

include the complete name of the Bidder. The Bid Security shall

be valid for thirty days (30) beyond the original validity period

of the bid, or beyond any period of extension if requested under

ITB 17.2.

18.4 Any bid not accompanied by an enforceable and substantially

compliant Bid Security or not containing a subscription to a Bid

Securing Declaration in the Letter of Bid, if required, in

accordance with ITB 18.1, shall be rejected by the Landlord as

nonresponsive.

18.5 If a Bid Security is specified pursuant to ITB 18.1, the bid security

of unsuccessful Bidders shall be returned as promptly as possible


upon the successful Bidder’s furnishing of the performance

security pursuant.

18.6 If a Bid Security is specified pursuant to ITB 18.1, the bid security

of the successful Bidder shall be returned as promptly as possible

once the successful Bidder has signed the Contract and furnished

the required performance security.

18.7 The Bid Security may be forfeited or the Bid Securing Declaration

executed:

(a) if a Bidder withdraws its bid during the period of bid

validity specified by the Bidder on the Letter of Bid, except

as provided in ITB 17.2 or

(b) if the successful Bidder fails to:

(i) sign the Contract in accordance with ITB 35; or

(ii) furnish a performance security in accordance with ITB

36.

18.8 The Bid Security or the Bid Securing Declaration of a JV shall be

in the name of the JV that submits the bid. If the JV has not been

constituted into a legally-enforceable JV, at the time of bidding,

the Bid Security or the Bid Securing Declaration shall be in the

names of all future partners as named in the letter of intent

mentioned in ITB 3.1.

19. Format and

Signing of Bid

19.1 The Bidder shall prepare one original of the documents

comprising the bid as described in ITB 10 and clearly mark it

“ORIGINAL”. Alternative bids, if permitted in accordance with ITB

12, shall be clearly marked “ALTERNATIVE”. In addition, the

Bidder shall submit copies of the bid in the number specified in

the BDS, and clearly mark each of them “COPY.” In the event of

any discrepancy between the original and the copies, the original

shall prevail.

19.2 The original and all copies of the bid shall be typed or written in

indelible ink and shall be signed and initialed on every page by a

person duly authorized to sign on behalf of the Bidder as specified

in the BDS.

19.3 Any amendment such as interlineations, erasures, or overwriting

shall be valid only if they are signed or initialed by the person

signing the bid.


D. Submission and Opening of Bids

20. Sealing and

Marking of Bids

20.1 Bidders must submit their bids by hand. When so specified in the

BDS, bidders shall have the option of submitting their bids

electronically. Procedures for submission, sealing and marking are

as follows:

(a) Bidders submitting bids by hand shall enclose the original and

each copy of the Bid, including alternative bids, if permitted

in accordance with ITB 12, in separate sealed envelopes, duly

marking the envelopes as “ORIGINAL”, “ALTERNATIVE” and

“COPY.” These envelopes containing the original and the

copies shall then be enclosed in one single envelope. The rest

of the procedure shall be in accordance with ITB sub-Clauses

20.2 and 20.3.

(b) Bidders submitting bids electronically shall follow the

electronic bid submission procedures specified in the BDS.

20.2 The inner and outer envelopes shall:

(a) bear the name and address of the Bidder;

(b) be addressed to the Landlord as provided in the BDS

pursuant to ITB 20.1;

(c) bear the specific identification of this bidding process

indicated in accordance with ITB 1.1; and

(d) bear a warning not to open before the time and date for bid

opening.

20.3 If all envelopes are not sealed and marked as required, the

Landlord will assume no responsibility for the misplacement or

premature opening of the bid.

21. Deadline for

Submission of

Bids

21.1 Bids must be received by the Landlord at the address and no later

than the date and time indicated in the BDS.

21.2 The Landlord may, at its discretion, extend the deadline for the

submission of bids by amending the Bidding Document in

accordance with ITB 7, in which case all rights and obligations of

the Landlord and Bidders previously subject to the deadline shall

thereafter be subject to the deadline as extended.

22. Late Bids 22.1 The Landlord shall not consider any bid that arrives after the

deadline for submission of bids, in accordance with ITB 21. Any

bid received by the Landlord after the deadline for submission of

bids shall be declared late, rejected, and returned unopened to the

Bidder.


23. Withdrawal,

Substitution, and

Modification of

Bids

23.1 A Bidder may withdraw, substitute, or modify its bid after it has

been submitted by sending a written notice, duly signed by an

authorized representative, and shall include a copy of the

authorization in accordance with ITB 19.2, (except that

withdrawal notices do not require copies). The corresponding

substitution or modification of the bid must accompany the

respective written notice. All notices must be:

(a) prepared and submitted in accordance with ITB 19 and ITB 20

(except that withdrawal notices do not require copies), and in

addition, the respective envelopes shall be clearly marked

“WITHDRAWAL,” “SUBSTITUTION,” “MODIFICATION;” and

(b) received by the Landlord prior to the deadline prescribed for

submission of bids, in accordance with ITB 21.

23.2 Bids requested to be withdrawn in accordance with ITB 23.1 shall

be returned unopened to the Bidders.

23.3 No bid may be withdrawn, substituted, or modified in the interval

between the deadline for submission of bids and the expiration of

the period of bid validity specified by the Bidder on the Letter of

Bid or any extension thereof.

24. Bid Opening 24.1 The Landlord shall open the bids at the address, date and time

specified in the BDS in the presence of Bidders` designated

representatives who choose to attend. Any specific electronic bid

opening procedures required if electronic bidding is permitted in

accordance with ITB 20.1, shall be as specified in the BDS.

24.2 The Landlord shall prepare a record of the bid opening that shall

include, as a minimum: the name of the Bidder and whether there

is a withdrawal, substitution, or modification; The Bidders’

representatives who are present shall be requested to sign the

record. The omission of a Bidder’s signature on the record shall

not invalidate the contents and effect of the record. A copy of the

record shall be distributed to all Bidders.

E. Evaluation and Comparison of Bids

25. Confidentiality 25.1 Information relating to the examination, evaluation, comparison,

and post-qualification of bids and recommendation of contract

award, shall not be disclosed to Bidders or any other person not

officially concerned with such process until information on

Contract award is communicated to all Bidders.

25.2 Any attempt by a Bidder to influence the Landlord in the

evaluation of the bids or Contract award decisions may result in

the rejection of its bid.

25.3 Notwithstanding the above, from the time of bid opening to the

time of Contract award, if any Bidder wishes to contact the


Landlord on any matter related to the bidding process, it may do

so in writing.

26. Clarification of

Bids

26.1 To assist in the examination, evaluation, and comparison of the

bids, and qualification of the Bidders, the Landlord may, at its

discretion, ask any Bidder for a clarification of its bid. Any

clarification submitted by a Bidder that is not in response to a

request by the Landlord shall not be considered. The Landlord’s

request for clarification and the response shall be in writing. No

change in the prices or substance of the bid shall be sought,

offered, or permitted.

26.2 If a Bidder does not provide clarifications of its bid by the date

and time set in the Landlord’s request for clarification, its bid may

be rejected.

27. Deviations,

Reservations,

and Omissions

27.1 During the evaluation of bids, the following definitions apply:

(a) “Deviation” is a departure from the requirements specified in

the Bidding Document;

(b) “Reservation” is the setting of limiting conditions or

withholding from complete acceptance of the requirements

specified in the Bidding Document; and

(c) “Omission” is the failure to submit part or all of the

information or documentation required in the Bidding

Document.

28. Determination of

Responsiveness

28.1 The Landlord’s determination of a bid’s responsiveness is to be

based on the contents of the bid itself, as defined in ITB10.

28.2 A substantially responsive bid is one that meets the requirements

of the Bidding Document without material deviation, reservation,

or omission. A material deviation, reservation, or omission is one

that,

(a) if accepted, would:

(i) affect in any substantial way the scope, quality, or

performance of the Lease, Works or Operations

specified in the Contract; or

(ii) limit in any substantial way, inconsistent with the

Bidding Document, the Landlord’s rights or the

Bidder’s obligations under the proposed Contract; or

(b) if rectified, would unfairly affect the competitive position of

other Bidders presenting substantially responsive bids.

28.3 The Landlord shall examine the technical aspects of the bid

submitted in accordance with ITB 15, Technical Proposal, in

particular, to confirm that all requirements of Section V


(Landlord’s Requirements) have been met without any material

deviation, reservation or omission.

28.4 If a bid is not substantially responsive to the requirements of the

Bidding Document, it shall be rejected by the Landlord and may

not subsequently be made responsive by correction of the material

deviation, reservation, or omission.

29. Nonconformities,

Errors, and

Omissions

29.1 Provided that a bid is substantially responsive, the Landlord may

waive any non-material non-conformity in the bid.

29.2 Provided that a bid is substantially responsive, the Landlord may

request that the Bidder submit the necessary information or

documentation, within a reasonable period of time, to rectify

nonmaterial nonconformities in the bid related to documentation

requirements. Requesting information or documentation on such

nonconformities shall not be related to any aspect of the price of

the bid. Failure of the Bidder to comply with the request may result

in the rejection of its bid.

29.3 Provided that a bid is substantially responsive, the Landlord shall

rectify quantifiable nonmaterial nonconformities related to the Bid

Price. To this effect, the Bid Price may be adjusted, for comparison

purposes only, to reflect the price of a missing or non-conforming

item or component. The adjustment shall be made using the

methods indicated in Section III (Evaluation and Qualification

Criteria).

30. Evaluation of

Bids

30.1 The Landlord shall use the criteria and methodologies listed in this

Clause. No other evaluation criteria or methodologies shall be

permitted.

30.2 To evaluate a bid, the Landlord shall consider the following:

(a) the bid price as set out in the Schedule of Prices;

(b) adjustment for non-conformities in accordance with ITB 29.3;

(c) application of all the evaluation factors indicated in Section

III (Evaluation and Qualification Criteria);

31. Comparison of

Bids

31.1 The Landlord shall compare all substantially responsive bids in

accordance with ITB 30.2 to determine the highest evaluated bid.

32. Qualification of

the Bidder

32.1 The Landlord shall determine to its satisfaction whether the Bidder

that is selected as having submitted the highest evaluated and

substantially responsive bid meets the qualifying criteria specified

in Section III (Evaluation and Qualification Criteria).


32.2 The determination shall be based upon an examination of the

documentary evidence of the Bidder’s qualifications submitted by

the Bidder, pursuant to ITB 16.1.

32.3 An affirmative determination of qualification shall be a

prerequisite for award of the Contract to the Bidder. A negative

determination shall result in disqualification of the bid, in which

event the Landlord shall proceed to the next highest evaluated bid

to make a similar determination of that Bidder’s qualifications to

perform satisfactorily.

33. Landlord’s Right

to Accept Any

Bid, and to

Reject Any or

All Bids

33.1 The Landlord reserves the right to accept or reject any bid, and to

annul the bidding process and reject all bids at any time prior to

contract award, without thereby incurring any liability to Bidders.

In case of annulment, all bids submitted and specifically, bid

securities, shall be promptly returned to the Bidders.

F. Award of Contract

34. Award Criteria 34.1 Subject to ITB 33.1, the Landlord shall award the Contract to the

Bidder whose offer has been determined to be the highest

evaluated bid and is substantially responsive to the Bidding

Document, provided further that the Bidder is determined to be

qualified to perform the Contract satisfactorily. The Landlord

reserves the right to, at its sole discretion, make such award to

more than one bidder, but in that case strictly to the highest

ranking bidders starting with the first, second and third

highest ranking bidder in turn etc., where the total number of

such awards will depend on the total available land, the

business case and target market of each of these bidders

amongst other factors.

34.2 Until a formal contract is prepared and executed, the notification

of award shall constitute a binding Contract.

35. Signing of

Contract

35.1 Promptly upon notification, the Landlord shall send the successful

Bidder the Contract Lease Agreement.

35.2 Within thirty (30) days of receipt of the Contract Lease

Agreement, the successful Bidder shall sign, date, and return it to

the Landlord.

36. Performance

Security

36.1 Within thirty (30) days of the receipt of notification of award

from the Landlord, the successful Bidder shall furnish the

performance security in an amount as indicated in the BDS, using

for that purpose the Performance Security Form included in Section

VII (Contract Forms), or another form acceptable to the Landlord.

36.2 Failure of the successful Bidder to submit the above-mentioned

Performance Security or to sign the Contract Agreement shall

constitute sufficient grounds for the annulment of the award and


forfeiture of the bid security. In that event the Employer may award

the Contract to the next lowest evaluated Bidder whose offer is

substantially responsive and is determined by the Employer to be

qualified to perform the Contract satisfactorily.

1-20

Section II – Bid Data Sheet (BDS)

The following specific data for the works to be procured shall complement, supplement, or

amend the provisions in the Instructions to Bidders (ITB). Whenever there is a conflict,

the provisions herein shall prevail over those in ITB.

ITB 1.1 The Landlord is: the Namibian Ports Authority (Namport)

ITB 1.1 The name of the bidding process is:

LEASE OF PROPERTY TO DEVELOP AND OPERATE BULK

LIQUID-PETROLEUM-GAS (LPG) AND/OR LIQUID NATURAL

GAS (LNG OR CNG) IMPORT, STORAGE AND DISTRIBUTION

FACILITIES IN THE PORT OF WALVIS BAY NORTH PORT

ITB 1.1 Open Advertised Bidding Procedures are applicable, to any eligible local

or international bidder

B. Bidding Documents

ITB 6.1 For clarification purposes only, the Landlord’s address is:

Attention: Property Manager, Ms. Justina Evelinus @ email:

[email protected] and copy to [email protected]

Requests for clarification should be received by the Landlord as indicated

in the IFB.

ITB 6.4 A pre-bid meeting will not be held but bidders are encouraged to inspect

the site at their own convenience. The site is currently open and easily

accessible by the public. Bidders may request a Namport representative to

accompany them on an un-official site inspection. Any verbal discussions

with the Namport representative during such an un-official site inspection

will not be binding and will have no bearing on the tender process. Bidders

should submit a formal request for clarification should they have any queries

during or subsequent to the un-official site inspection.

C. Preparation of Bids

ITB 10.1 (b) The following additional schedules shall be submitted with the bid:

1) Namibian Ownership proof, substantiated with shareholding

certificates etc.

2) Previously Disadvantaged Namibian (PDN) Ownership proof. PDN

as defined in the Affirmative Action (Employment) Act 29 of 1998.

Substantiated with shareholding certificates etc.

3) Proposed maximum LPG storage to be created on the leased site, in

cubic meters, within the first 4 years.



1-21

4) Proposed minimum annual LPG volume throughput through the

facility, low, medium and high case scenarios. Projected from year 1

and through the full lease period. Clearly indicate how volumes will

ramp up, if that is the case.

5) Total initial investment amount within the first 4 years, inside the

port.

6) Conditional Offtake agreements from customers with clear

indication of volume offtake per customer per annum.

7) Letters of intent with logistics service providers.

8) Social Responsibility / community upliftment initiatives

implemented in first 5 years (excluding job creation).

9) Business Case, information required as a minimum should be:

a. the introduction and background of the project,

b. the expected business benefits,

c. market demand analysis/study,

d. return on investment,

e. the expected costs of the project,

f. financial viability,

g. a gap analysis and,

h. the expected business risks with risk mitigation plan.

10) Access to capital. A local bank or financial institution must confirm

through a letter that the bidder has access to funds/debt required to

cover the proposed investment in the first three years.

11) Milestone Deadlines as per the table in Section III (Completion

times, part of performance indicators)

ITB 12.1 Alternative bids shall not be permitted.

ITB 17.1 The bid validity period shall be: 180 days

ITB 18.1 The Bid security or bid securing declaration is not required.

ITB 19.1 In addition to the original bid submission, the number of copies required

are: one. Therefore one original and one copy must be submitted

ITB 19.2 1. This authorization shall consist of written confirmation and shall be

attached to the bid. It may include a delegation of power by resolution

of the Board of a company or from the CEO, himself holding power

from the Board or from a Director being a shareholder of a company or

through a Power of Attorney.

2. The name and position held by each person signing the authorization

must be typed or printed below the signature.

3. In the case of Bids submitted by an existing or intended JV an

undertaking signed by all parties (i) stating that all parties shall be

1-22 Section II – Bid Data Sheet

jointly and severally liable, if so required in accordance with ITB 5.1,

and (ii) nominating a Representative who shall have the authority to

conduct all business for and on behalf of any and all the parties of the

JV during the bidding process and, in the event the JV is awarded the

Contract, during contract execution.

4. The Power of Attorney or other written authorization to sign may be

for a determined period or limited to a specific purpose.

D. Submission and Opening of Bids

ITB 20.1 (b) Bidders shall not have the option of submitting their bids electronically.

ITB 20.2 &

21.1

For bid submission purposes only, the Landlord’s address is as indicated

in the IFB.

The deadline for bid submission is as indicated in the IFB.

ITB 24.1 The bid opening shall take place soon after the bid closing date and time, at

the following address:

Namport Head Office Executive Board Room, No. 17, Rikumbi

Kandanga Road, Walvis Bay

F. Award of Contract

ITB 36.1 The successful bidder will be required to submit a Performance

Security/bond in the form of a bank guarantee from a commercial bank in

Namibia in the exact form as indicated, for the total amount of NAD 2

million, and valid for four (4) years after signing of the lease agreement. A

surety bond from an insurance company will not be accepted.

The Landlord may draw on the Performance Guarantee for any lack in

performance on the part of the Tenant such as but not limited to:

1. Not meeting the proposed deadlines which the bidder proposed in

his bid for the various milestones;

2. Consistently not meeting the productivity or handling rates as

proposed by the bidder in his bid;

3. Not meeting the minimum annual throughput volumes as proposed

by the bidder in his bid.

4. Not meeting any other aspect regarding performance of the

successful bidder during the first four years of the lease agreement.

5. Not meeting the requirements for timely infrastructure and

equipment inspections and maintenance as specified.

6. Any safety related incidents that was proven to have occurred due

to negligence on the part of the tenant.

7. Any environmental pollution events that was proven to have

occurred due to negligence on the part of the tenant. This excludes

the environmental pollution penalty as charged by Namport as per

the tariff book for any pollution incidents.

1-23

Section III - Evaluation and Qualification Criteria

Table of Contents

1. Evaluation Criteria

1.1 Completeness of the Bid Submission

1.2 Adequacy of Technical Proposal

1.3 Milestone Deadlines

1.4 Score-able Evaluation Criteria

2 Qualification Criteria

2.1 Eligibility

2.2 Historical Contract Non-Performance

2.3 Financial Situation

2.4. Experience

2.5 Personnel

2.6 Equipment

2.7 Additional Qualification requirements for Namibian bidders only

1-24 Section III – Evaluation and Qualification Criteria

1. Evaluation Criteria

In addition to the criteria listed in ITB 30.2 (a) – (c) the following criteria

shall apply:

1.1 Completeness of the Bid Submission

The overall completeness of a bidders bid submission, the ease of reading and

the format (inclusion of overall table of contents, clear headings and physical

delineation of each section of the bid submission with file dividers etc.) will be

assessed.

For the Bidders convenience, the following extract from the Instructions to

Bidders (ITB 10, Documents Comprising the Bid) is re-emphasized here. The

bidders bid submission should contain all these documents as a minimum, and

should be divided in sections with verbatim headings, that deal with each of the

below sections in the order in which they are listed here:

a) Letter of Bid;

b) Completed Schedules, in accordance with ITB 11 and 13, or as

stipulated in the BDS;

c) Bid Security or Bid Securing Declaration, in accordance with ITB 18;

d) Alternative bids, at Bidder’s option and if permissible, in accordance

with ITB 12;

e) Written confirmation authorizing the signatory of the Bid to commit the

Bidder, in accordance with ITB 19.2;

f) Documentary evidence in accordance with ITB 16 establishing the

Bidder’s qualifications to perform the contract;

g) Technical Proposal in accordance with ITB 15;

h) In the case of a bid submitted by a joint venture (JV), the JV agreement,

or letter of intent to enter into a JV including a draft agreement,

indicating at least the shareholding of each partner and the parts of the

Works to be executed by the respective partners;

i) All required documentary evidence listed in the bid document.

1.2 Adequacy of Technical Proposal

Evaluation of the Bidder's Technical Proposal will include an assessment of the

Bidder's technical capacity to mobilize key equipment and personnel for the

contract consistent with its proposal regarding work methods, scheduling, and

material sourcing in sufficient detail and fully in accordance with the

requirements stipulated in Section V (Landlord's Requirements). Bidders must

therefore provide a clause by clause commentary on the Landlords

technical requirements, in the same order they are listed in section V.

1-25

1.3 Milestone Deadlines (part of performance indicators)

Milestone Description Landlord’s

proposed

deadlines

Bidders

proposed

deadlines

Commence EIA before 4 weeks or

earlier

Commence construction of LPG storage

terminal before

6 months or

earlier

Important Notes on the Milestone Deadlines in the above table:

1) All deadlines given are with relevance from date of signing of the lease

agreement.

2) The successful bidder will be penalized if these deadlines are not met during

the lease period, through the drawing/calling on the operators’ Performance

Bond, unless the operator can demonstrate that the deadline was not met due

to an event that was completely out of his/her control.

1-26 Section III – Evaluation and Qualification Criteria

1.4 Score-able Evaluation Criteria

No Description of Criteria Maximum

score

Bidder

score

1 Namibian Ownership

Max score is awarded to 51% Namibian

ownership or highest offered below 51%

20

2 Previously Disadvantaged Namibian (PDN)

Ownership (PDN is as defined in the Affirmative

Action (Employment) Act 29 of 1998.)

Max score awarded to 30% PDN ownership or

highest offered below 30%

20

3 Proposed maximum LPG storage to be created on

the leased site, in cubic meters, within the first 4

years

10

4 Proposed minimum LPG volume throughput

through the facility in the first 4 years (indicate

throughput breakdown per year from year 1 to

year 4)

30

5 Total initial investment amount within the first 4

years, inside the port 10

6 Conditional Offtake agreements from customers

with clear indication of volume offtake per

customer per annum

20

7 Letters of intent with logistics service providers 5

8 Social Responsibility / community upliftment

initiatives implemented in first 5 years (excluding

job creation)

5

9 Technical proposal 30

10 Time proposed to start of Construction 10

11 Business Case, information required as a

minimum should be:

a) the introduction and background of the

project,

b) the expected business benefits,

c) market demand analysis/study,

d) return on investment,

e) the expected costs of the project,

f) financial viability,

g) a gap analysis and the

h) expected business risks with risk

mitigation plan.

20

12 Access to capital. A local bank or financial

institution must confirm through a letter that the

bidder has access to funds/debt required to cover

the proposed investment in the first three years.

20

Total 200

1-27

Important notes applicable to the score-able evaluation criteria listed in 1.4:

1) For criterion no 1 to 6, the bidders scores will be calculated by using the bidder with

the highest performance in a specific criterion as equivalent to the maximum points

available for that criterion and the rest of the bidders will then be scored

proportionally by using the following formula:

𝑃𝑜𝑖𝑛𝑡𝑠 = (𝑏𝑖𝑑𝑑𝑒𝑟𝑠 𝑝𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒

max 𝑝𝑒𝑟𝑓𝑜𝑟𝑚𝑎𝑛𝑐𝑒 𝑎𝑚𝑜𝑛𝑔𝑠𝑡 𝑎𝑙𝑙 𝑏𝑖𝑑𝑑𝑒𝑟𝑠) 𝑚𝑎𝑥 𝑠𝑐𝑜𝑟𝑒 𝑎𝑣𝑎𝑖𝑙𝑎𝑏𝑙𝑒

2) For criterion no. 10, the bidders scores will be calculated by using the bidder with

the lowest time period offered in a specific criterion as equivalent to the maximum

points available for that criterion and the rest of the bidders will thus be scored

proportionally by using the following formula:

𝑃𝑜𝑖𝑛𝑡𝑠 = (1 −𝑇𝑖𝑚𝑒 𝑝𝑒𝑟𝑖𝑜𝑑 𝑜𝑓𝑓𝑒𝑟𝑒𝑑 − 𝐿𝑜𝑤𝑒𝑠𝑡 𝑡𝑖𝑚𝑒 𝑝𝑒𝑟𝑖𝑜𝑑 𝑜𝑓𝑓𝑒𝑟𝑒𝑑

𝐿𝑜𝑤𝑒𝑠𝑡 𝑡𝑖𝑚𝑒 𝑝𝑒𝑟𝑖𝑜𝑑 𝑜𝑓𝑓𝑒𝑟𝑒𝑑) 𝑚𝑎𝑥 𝑠𝑐𝑜𝑟𝑒 𝑎𝑣𝑎𝑖𝑙𝑎𝑏𝑙𝑒

3) In order to be considered responsive in terms of these score-able criteria, bidders

must obtain a minimum total score of 150 points in this section. Only those

bidders who achieve this minimum score will be considered responsive to these

criteria listed.

4) If in the opinion of the Landlord a bidder achieved the minimum overall score but

have achieved very low points in one or more of the above individual criteria,

excluding items 1 and 2, then that bidder may also be found nonresponsive.

1-28 Section III - Evaluation and Qualification Criteria

2. Qualification Criteria

Factor 2.1 Eligibility

Sub-Factor

Criteria

Documentation

Required Requirement

Bidder

Single Entity Joint Venture, Consortium or Association

All partners

combined

Each

partner

At least one

partner

2.1.1 Nationality Nationality in accordance

with ITB 3.2.

Must meet

requirement

Existing or

intended JV

must meet

requirement

Must meet

requirement

N / A Form ELI –1.1 and

1.2, with attachments

2.1.2 Conflict of

Interest

No- conflicts of interests as

described in ITB 3.3.

Must meet

requirement

Existing or

intended JV

must meet

requirement

Must meet

requirement

N / A Letter of Bid

2.1.3 Bank

Ineligibility

Not having been declared

ineligible by the Public Entity

as described in ITB 3.4.

Must meet

requirement

Existing JV

must meet

requirement

Must meet

requirement

N / A Letter of Bid

2.1.4 Government

Owned Entity

Compliance with conditions

of ITB 3.5

Must meet

requirement

Must meet

requirement

Must meet

requirement N / A

Form ELI –1.1 and

1.2, with attachments

2.1.5 Ineligibility

based on a United

Nations resolution or

Namibian Law

Not having been excluded as

a result of the laws of

Republic of Namibia or

official regulations, or by an

act of compliance with UN

Security Council resolution,

in accordance with ITB 3.8

Must meet

requirement

Existing JV

must meet

requirement

Must meet

requirement N / A

Letter of Bid

Section III - Evaluation and Qualification Criteria 1-29

Factor 2.2 Historical Contract Non-Performance

Sub-Factor

Criteria

Documentation


Bidder

Single Entity

Joint Venture, Consortium or Association

All partners

combined

Each

partner

At least one

partner

2.2.1 History of non-

performing contracts

Non-performance of a

contract did not occur within

the last five (5) years prior to

the deadline for application

submission, based on all

information on fully settled

disputes or litigation. A fully

settled dispute or litigation is

one that has been resolved in

accordance with the Dispute

Resolution Mechanism

under the respective

contract, and where all

appeal instances available to

the bidder have been

exhausted.

Must meet

requirement

by itself or as

partner to

past or

existing JV

N / A

Must meet

requirement

by itself or

as partner to

past or

existing JV

N / A

Form CON - 2

2.2.2 Pending

Litigation

All pending litigation shall in

total not represent more than

thirty percent (30%) of the

Bidder’s net worth and shall

be treated as resolved against

the Bidder.

Must meet

requirement

by itself or as

partner to

past or

existing JV

N / A

Must meet

requirement

by itself or as

partner to

past or

existing JV

N / A

Form CON – 2


Factor 2.3 Financial Situation

Sub-Factor

Criteria

Documentation


Bidder

Single Entity

Joint Venture, Consortium or Association

All partners

combined

Each

partner

At least one

partner

2.3.1 Historical

Financial

Performance

Submission of audited

balance sheets or if not

required by the law of the

bidder’s country, other

financial statements

acceptable to the Landlord,

for the last five [5] years to

demonstrate the current

soundness of the bidders

financial position and its

prospective long term

profitability.

_____________

Must meet

requirement N / A

Must meet

requirement N / A

Form FIN – 3.1 with

attachments

2.3.2. Average

Annual Turnover

Minimum average annual

turnover of NAD 20 million,

calculated as total certified

payments received for

contracts in progress or

completed, within the last

three (3) years

Must meet

requirement

Must meet

requirement

Must meet at

least

ten percent

(10%) of the

requirement

Must meet

at least

Fifty percent

(50%) of the

requirement

Form FIN –3.2


Factor 2.4 Experience

Sub-Factor

Criteria

Documentation


Bidder

Single Entity

Joint Venture, Consortium or

Association

All partners

combined

Each

partner

At least one

partner 2.4.1 General

Experience

Experience in the

petroleum/fuel industry for at

least three (3) years in the last

10 years prior to the

applications submission

deadline, and with activity in at

least six (6) months in each

year.

Must meet

requirement

N / A

Must meet

requirement

N / A Form EXP-4.1

2.4.2 Specific

Experience

(a) Participation as an operator,

management contractor, in the

management and running of a

LPG storage and distribution

terminal of a scale/size in terms

of storage volume of at least

50% of that of the proposed

facility in this RFP, for at least

3 years in the last 10 years prior

to the applications submission

deadline, and with activity in at

least six (6) months in each

year.

Must meet

requirement

Must meet

requirement N / A

Must meet

requirement

Form EXP 2.4.2(a)

2-1

2.5 Personnel

The Bidder must demonstrate that it will have the personnel for the key positions

that meet the following requirements:

No. Position

Total Work

Experience

(years)

In Similar Works

Experience

(years)

1 LPG Terminal Manager (based

on site fulltime)

(Must have experience in

managing and running an LPG

storage and distribution

terminal of similar size)

15 10

2 Occupational Health and Safety

Officer (based on site fulltime)

10 5

4 Environmental Management

Officer (based on site fulltime)

10 5

6 Environmental Impact

Assessment consultant

15 10

7 Process Engineering consultant

and LPG Terminal design

consultant (must be an engineer

that have designed similar sized

LPG terminals before)

20 10

8 Civil and Structural engineering

consultant

15 10

9 Electrical Engineering consultant 10 5

10 Independent risk assessment

consultant

20 10

The Bidder shall provide details of the proposed personnel and their experience

records in the relevant Forms included in Section IV, Bidding Forms.

2.6 Equipment

The Bidder must demonstrate that it will have access to the key Operator’s

equipment listed hereafter:

No. Equipment Type and Characteristics Minimum Number required

1 To be identified by the bidder and listed in

detail

Adequate numbers, to be

indicated by the bidder

The Bidder shall provide further details of proposed items of equipment using the

relevant Form in Section IV.


2.7 Additional Qualification requirements for Namibian bidders only:

The following documentary evidence is required from Namibian Bidders;

1) A valid company Registration Certificate;

2) An original valid good Standing Tax Certificate;

3) An original valid good Standing Social Security Certificate;

4) A valid certified copy of Affirmative Action Compliance Certificate,

proof from Employment Equity Commissioner that bidder is not a

relevant Employer, or exemption issued in terms of Section 42 of the

Affirmative Action Act, 1998;

5) An undertaking on the part of the Bidder that the salaries and wages payable

to its personnel in respect of this proposal are compliant to the relevant laws,

Remuneration Order, and Award, where applicable.

6) Witten undertaking in terms of section 138 of the Labour Act, 2015 and

section 50(2)(D) of the Public Procurement Act, 2015 (the form in this bid

document found after the letter of bid).


Section IV - Bidding Forms


Letter of Bid

The Bidder must prepare the Letter of Bid on stationery with its letterhead clearly

showing the Bidder’s complete name and address.

Note: All italicized text is for use in preparing this form and shall be deleted from

the final products.

Date: _______________

To:

We, the undersigned, declare that:

(a) We have examined and have no reservations to the Bidding Documents, including

Addenda issued in accordance with Instructions to Bidders (ITB) Clause 7;

(b) We offer to lease, develop and operate the property in conformity with the

Bidding Documents and to effect the following Works:

(c) We offer to pay the rental rates, base tariff and make an annual payment as a

percentage of our audited turnover as per the Schedule of Prices, all subject to

annual escalation in accordance with NCPI where indicated on the Schedule of

Prices. Our estimated total bid price calculated per year which could become

payable should our expected volume throughput be reached is:

NAD _________________________ excl. VAT per annum

(d) Our bid shall be valid for a period of _______ days from the date fixed for the bid

submission deadline in accordance with the Bidding Documents, and it shall remain

binding upon us and may be accepted at any time before the expiration of that

period;

(e) I/We hereby confirm that I/we have read and understood the content of the Bid

Securing Declaration attached herewith and subscribe fully to the terms and

conditions contained therein, if required. I/We understand that non-compliance to

the conditions mentioned may lead to disqualification.


(f) Our firm, including any subcontractors or suppliers for any part of the Contract,

have nationalities from eligible countries;

(g) We, including any subcontractors or suppliers for any part of the contract, do not

have any conflict of interest in accordance with ITB 3.3;

(h) We are not participating, as a Bidder or as a subcontractor, in more than one bid in

this bidding process in accordance with ITB 3.3, other than alternative offers

submitted in accordance with ITB 12;

(i) Our firm, its affiliates or subsidiaries, including any Subcontractors or Suppliers for

any part of the contract, has not been declared ineligible under the laws of Namibia

or official regulations or by an act of compliance with a decision of the United

Nations Security Council;

(j) We are not a government owned entity / We are a government owned entity but

meet the requirements of ITB 3.5;6[select appropriate]

(k) We have paid, or will pay the following commissions, gratuities, or fees with

respect to the bidding process or execution of the Contract: 7

Name of Recipient Address Reason Amount

(l) We understand that this bid, together with your written acceptance thereof included

in your notification of award, shall constitute a binding contract between us, until a

formal contract is prepared and executed;

(m) We understand that you are not bound to accept the highest evaluated bid or any

other bid that you may receive; and

(n) If awarded the contract, the person named below shall act as Operator’s

Representative:

Name:

In the capacity of:

Signed:

Duly authorized to

sign the Bid for and

on behalf of:

Date:

Seal of Company

6 Use one of the two options as appropriate. 7 If none has been paid or is to be paid, indicate “none”.


Republic Of Namibia

Ministry of Labour, Industrial Relations and Employment Creation

Witten undertaking in terms of section 138 of the Labour Act, 2015 and

section 50(2)(D) of the Public Procurement Act, 2015

1. BIDDERS DETAILS

Company Trade Name:………………………………………………………

Registration Number :...……………………………………………………...

Vat Number: …………………………………………………………………

Industry/Sector: ………………………………………………………………

Place of Business:……………………………………………………………..

Physical Address:……………………………………………………………..

Tell No.:………………………………………………………………………

Fax No.:……………………………………………………………………….

Email Address:………………………………………………………………..

Postal Address:………………………………………………………………..

Full name of Owner/Accounting Officer:……………..……………………...

…………………………………………………………………………….......

Email Address:………………………………………………………………..


2. PROCUREMENT DETAILS

Procurement Reference No.:……………………………………………………..

Procurement Description: ………………………………………………………..

……………………………………………………………………………………

……………………………………………………………………………………

Anticipated Contract Duration: ………………………………………………….

Location where work will be done, good/services will be delivered: …………..

……………………………………………………………………………………

3. UNDERTAKING

I ……………………………………………[insert full name], owner/representative

of ………………………………………………………….[insert full name of company]

hereby undertake in writing that my company will at all relevant times comply fully

with the relevant provisions of the Labour Act and the Terms and Conditions of

Collective Agreements as applicable.

I am fully aware that failure to abide to such shall lead to the action as stipulated in

section 138 of the labour Act, 2007, which include but not limited to the

cancellation of the contract/licence/grant/permit or concession.

Signature: ……………………………..

Date: …………………………………..

Seal:…………………………………….

Please take note:

1. A labour inspector may conduct unannounced inspections to assess the level of compliance

2. This undertaking must be displayed at the workplace where it will be readily accessible and visible by the employees rendering service(s) in relations to the goods and services being procured under this contract.


RETURNABLE SCHEDULES:

1. Schedules of Prices

Item

no.

Description Unit Quantity Rate Amount

1 Proposed annual rental rate

(to be invoiced monthly)

m2

2 Proposed annul Base Tariff

for LPG imports

(to be invoiced monthly)

m3

3 Percentage of annual audited

turnover to be paid to

Namport as a royalty fee

(to be invoiced annually)

%

TOTAL EXCL. VAT (Amount taken to Letter of Bid)

Important Notes regarding the Schedule of Prices: 1) All amounts are VAT exclusive.

2) All relevant port tariffs will apply as per the Namport tariff book, unless specifically listed

in the table above, in which case the rate quoted here will apply. The Namport Tariff book

can be downloaded at:

https://www.namport.com.na/files/documents/674_Namport%20Tariff%20Booklet%202

021.pdf

3) Items 1 and 2 quoted above will be adjusted upwards per annum with NCPI for the duration

of the lease agreement.

4) For item no. 1, the total square meters to be leased must be inserted by the bidder. This size

of land requested must be substantiated by way of a conceptual design drawing which

shows how the entire site will be utilized over time.

5) For item no. 2, the quantity to be inserted here is the highest annual throughput volume that

will be experienced during any of the first 4 years and based on the bidder’s low case

volume throughput scenario. As defined in the Namport Tariff book, The Base Tariff on

cargo i.e. all commodities, articles, things or containers is levied where such cargo is

handled within port jurisdiction. On petroleum products such as LPG and LNG base tariff

is charged per cubic meter.

6) For item no. 3, the quantity to be inserted here is the bidders’ highest annual turnover that

will be experienced during any of the first 4 years and based on the bidder’s low case

volume throughput scenario.

7) Namport reserves the right to reject proposals where the rate for land rental and/or base

tariff is too low.

https://www.namport.com.na/files/documents/674_Namport%20Tariff%20Booklet%202021.pdf

https://www.namport.com.na/files/documents/674_Namport%20Tariff%20Booklet%202021.pdf


ADDITIONAL SCHEDULES

2) Namibian Ownership proof, substantiated with shareholding certificates etc.

In case the bidder is a single legal entity:

Total Namibian citizens % shareholding in the biding entity

(attach shareholding certificates and proof of citizenship for

all shareholders) %

In case the bidder is a joint venture or consortium etc.:

List of Companies or legal

entities that make up the

Joint Venture or

Consortium

Total

shareholding of

each company in

the Joint Venture

or Consortium

(attach the Joint

venture

agreement as

proof)

(insert the

percentage as a

fraction, example

30% = 0.3)

A

Total Namibian

citizens

shareholding in

the company

(attach the

shareholding

certificates and

proof of

citizenship)

Insert the

percentage as a

whole number,

example 50%)

B

A x B

1 % %

2 % %

3 % %

4 % %

5 % %

This column must

add up to 1 TOTAL %


3) Previously Disadvantaged Namibians (PDN) Ownership proof. PDN as defined in

the Affirmative Action (Employment) Act 29 of 1998. Substantiated with

shareholding certificates etc.

In case the bidder is a single legal entity:

Total PDNs % shareholding in the biding entity (attach

shareholding certificates and proof of PDN status) %

In case the bidder is a joint venture or consortium etc.:

List of Companies or legal

entities that make up the

Joint Venture or

Consortium

Total PDN

shareholding of

each company in

the Joint Venture

or Consortium

(attach the Joint

venture

agreement as

proof)

(insert the

percentage as a

fraction, example

30% = 0.3)

A

Total PDNs with

shareholding in

the company

(attach the

shareholding

certificates and

proof of PDN

status)

Insert the

percentage as a

whole number,

example 50%)

B

A x B

1 % %

2 % %

3 % %

4 % %

5 % %

This column must

add up to 1 TOTAL %


4) Proposed maximum LPG storage to be created on the leased site, in cubic meters,

within the first 4 years.

Total LPG Storage created in year 1 m3




TOTAL m3

Provide exact details of the proposed storage tanks in the TECHNICAL

PROPOSAL

5) Proposed minimum annual LPG volume throughput through the facility, low,

medium and high case scenarios, projected from year 1 and through the full lease

period. Clearly indicate how volumes will ramp up, if that is the case.

Total LPG

throughput volume

in year 1 to 25:

Low Case

Scenario

Medium Case

Scenario

High Case

Scenario

Year 1 m3 m3 m3

Year 2 m3 m3 m3

Year 3 m3 m3 m3

Year 4 m3 m3 m3

Year 5 m3 m3 m3

Year 6 m3 m3 m3

Year 7 m3 m3 m3

Year 8 m3 m3 m3

Year 9 m3 m3 m3


Year 10 m3 m3 m3

Year 11 m3 m3 m3

Year 12 m3 m3 m3

Year 13 m3 m3 m3

Year 14 m3 m3 m3

Year 15 m3 m3 m3

Year 16 m3 m3 m3

Year 17 m3 m3 m3

Year 18 m3 m3 m3

Year 19 m3 m3 m3

Year 20 m3 m3 m3

Year 21 m3 m3 m3

Year 22 m3 m3 m3

Year 23 m3 m3 m3

Year 24 m3 m3 m3

Year 25 m3 m3 m3

Provide a full write up to substantiate the volumes indicated for all three scenarios.


6) Total initial investment amount within the first 4 years, inside the port.

Total investment amount in Year 1

Provide full breakdown:

1.

2.

3.

NAD



1.

2.

3.

NAD



1.

2.

3.

NAD



1.

2.

3.

NAD

TOTAL FOR THE 4 YEARS NAD

All VAT exclusive

Indicate exchange rates used, if applicable.


7) Conditional Offtake agreements from customers with clear indication of volume

offtake per customer per annum.

No Issuer of Offtake agreement

(mine, trading house etc.)

Volume offtake

commitment

given

Conditions

Yes/no

1 m3

2 m3

3 m3

4 m3

5 m3

Total Offtake Volume Commitment m3

Attach actual letters of conditional offtake volume commitments from each

source.


8) Letters of intent with logistics service providers.

No Logistics Service Providers Describe type of Service or

supplies

1

2

3

4

5

6

7

Attach letters of intent from all service providers

9) Social Responsibility / community upliftment initiatives implemented in first 5

years (excluding job creation).

Describe in detail:


10) Business Case, information required as a minimum should be (attach the detailed

business plan using bidders own format):

a. the introduction and background of the project,

b. the expected business benefits,

c. market demand analysis/study,

d. return on investment,

e. the expected costs of the project,

f. financial viability,

g. a gap analysis and the

h. expected business risks with risk mitigation plan.

11) Access to capital. A local bank or financial institution must confirm through a

letter that the bidder has access to funds/debt required to cover the proposed

investment in the first three years.

Attach letters

12) Milestone Deadlines as per the table in Section III (Completion times, part of

performance indicators)

Milestone Description Landlord’s

proposed

deadlines

Bidders

proposed

deadlines

Commence EIA before 4 weeks or

earlier

Commence construction of LPG storage

terminal before

6 months or

earlier

All deadlines given are with relevance from date of signing of the lease

agreement.

The successful bidder will be penalized if these deadlines are not met during the

lease period, through the drawing/calling on the operators’ Performance Bond,

unless the operator can demonstrate that the deadline was not met due to an

event that was completely out of his/her control.


Technical Proposal

Bidders are required to submit a detailed write up with heading “TECHNICAL

PROPOSAL” for each of the below sections in order to demonstrate their technical

proposal. This write up should be supplemented with diagrams, flow charts,

drawings, illustrations, pictures of equipment, etc.

1) Personnel, List a complete personnel structure of the new proposed terminal, with a brief job

description of each position. Attach CV’s of key personnel that can demonstrate know how and

experience. This includes permanent, contracted, temporary personnel as well as personnel

from consultants.

2) Plant and Equipment. Show exactly what plant and equipment will be used in the entire logistics

chain.

3) Site Organization/organogram

4) Process flow diagram

5) Operations Plan with Method Statements

6) Productivity indicators such as (a) minimum flow rate for ship offloading, (b) minimum flow

loading rate for road tankers and (c) amount of truck traffic the storage terminal will generate

per day, over time.

7) Detailed description of ship to truck LPG unloading method, with a complete breakdown of the

number of trucks that will enter and leave the port per day, if relevant.

8) Describe in detail the which option is chosen for the source of LPG.

9) Maximum time the ship must stay alongside the berth during one call.

10) Procurement and Mobilization Schedule of major plant and equipment

11) Conceptual Design Drawings to an adequate level of detail

12) Fire Fighting design philosophy

13) Costing of Works

14) Construction Schedule

15) High level risk assessment of the operations, with mitigation plan

16) High level Occupational Health and Safety policy

17) High Level Environmental Management policy

18) As part of the Technical Proposal, Bidders must provide a clause by clause commentary

on the Landlords technical requirements/specifications, in the same order they are listed

in section V.


Forms for Personnel

Form PER – 1: Proposed Personnel

Bidders should provide the names of suitably qualified personnel to meet the specified

requirements for each of the positions listed in Section III (Evaluation and Qualification

Criteria). The data on their experience should be supplied using the Form below for each

candidate.

1. Title of position

Name


Name


Name


Name


Name


Name

etc. Title of position

Name


Form PER – 2: Resume of Proposed Personnel

The Bidder shall provide all the information requested below. Fields with asterisk (*) shall

be used for evaluation.

Position*

Personnel

information

Name *

Date of birth

Professional qualifications

Present

employment

Name of Employer

Address of Employer

Telephone

Contact (manager / personnel

officer)

Fax

E-mail

Job title

Years with present Employer

Summarize professional experience in reverse chronological order. Indicate particular

technical and managerial experience relevant to the project.

From* To* Company, Project , Position, and Relevant Technical and Management

Experience*


Forms for Equipment

The Bidder shall provide adequate information to demonstrate clearly that it has the capability

to meet the requirements for the key equipment listed in Section III (Evaluation and

Qualification Criteria). A separate Form shall be prepared for each item of equipment listed,

or for alternative equipment proposed by the Bidder. The Bidder shall provide all the

information requested below, to the extent possible. Fields with asterisk (*) shall be used

for evaluation.

Type of Equipment*

Equipment

Information

Name of manufacturer

Model and power rating

Capacity*

Year of manufacture*

Current

Status

Current location

Details of current commitments

Source Indicate source of the equipment

Owned Rented Leased Specially manufactured

The following information shall be provided only for equipment not owned by the Bidder.

Owner Name of owner

Address of owner

Telephone

Contact name and title

Fax

Email

Agreements Details of rental / lease / manufacture agreements specific to the project


Bidder’s Qualification

To establish its qualifications to perform the contract in accordance with Section III

(Evaluation and Qualification Criteria) the Bidder shall provide the information requested

in the corresponding Information Sheets included hereunder


Form ELI 1.1

Bidder Information Sheet

Date: ______________________

Bid Reference No.: ________________

1. Bidder’s Legal Name

2. In case of JV, legal name of each party:

3. Bidder’s actual or intended Country of Registration:

4. Bidder’s Year of Registration:

5. Bidder’s Legal Address in Country of Registration:

6. Bidder’s Authorized Representative Information

Name:

Address:

Telephone/Fax numbers:

Email Address:

7. Attached are copies of original documents of:

Articles of Incorporation or Registration of firm named in 1, above, in accordance with

ITB Sub-Clauses 3.1 and 3.2.

In case of JV, letter of intent to form JV including a draft agreement, or JV agreement, in

accordance with ITB Sub-Clauses 3.1

In case of government owned entity from the Landlord’s country, documents establishing

legal and financial autonomy and compliance with the principles of commercial law, in

accordance with ITB Sub-Clause 3.5.


Form ELI 1.2

Party to JV Information Sheet

Date: ______________________

Bid Reference No.: ___________________

1. Bidder’s Legal Name:

2. JV’s Party legal name:

3. JV’s Party Country of Registration:

4. JV’s Party Year of Registration:

5. JV’s Party Legal Address in Country of Registration:

6. JV’s Party Authorized Representative Information

Name:

Address:

Telephone/Fax numbers:

Email Address:

7. Attached are copies of original documents of:

Articles of Incorporation or Registration of firm named in 1, above, in accordance

with ITB Sub-Clauses 3.1 and 3.2.

In case of government owned entity from Namibia, documents establishing legal and

financial autonomy and compliance with the principles of commercial law, in accordance

with ITB Sub-Clause 3.5.


Form CON – 2

Historical Contract Non-Performance

Bidder’s Legal Name: _______________________ Date: _____________________

JV Partner Legal Name: _______________________ ___________________

Bid Reference No.: __________________

Non-Performing Contracts in accordance with (Evaluation and Qualification Criteria)

Contract non-performance did not occur during the stipulated period, in accordance with

Sub-Factor 2.2.1 of Section III (Evaluation and Qualification Criteria)

Contract non-performance during the stipulated period, in accordance with Sub-Factor

2.2.1 of Section III (Evaluation and Qualification Criteria).

Year Outcome as

Percent of

Total Assets

Contract Identification

Total Contract

Amount (current

value, NAD

equivalent)

Contract Identification:

Name of Client:

Address of Client:

Matter in dispute:

Pending Litigation, in accordance with Section III (Evaluation and Qualification Criteria)

No pending litigation in accordance with Sub-Factor 2.2.2 of Section III(Evaluation and

Qualification Criteria)

Pending litigation in accordance with Sub-Factor 2.2.2 of Section III(Evaluation and

Qualification Criteria), as indicated below

Year Outcome as

Percent of

Total Assets


Total Contract

Amount (current

value, NAD

equivalent)


Name of Client:

Address of Client:

Matter in dispute:


Name of Client:

Address of Client:

Matter in dispute:


Form CCC

Current Commitments

Bidders and each partner to a JV should provide information on their current commitments

on all contracts that have been awarded, or for which a letter of intent or acceptance has been

received, or for contracts approaching completion, but for which an unqualified, full

completion certificate has yet to be issued.

Name and

location of LPG

or Petroleum

terminal (indicate

type)

Landlord/Client/

Port Authority

contact

address/tel/Email

Estimated

concession/lease

expiry date

Average monthly

throughput volumes in

last twelve months

(volume per month)

1.

2.

3.

4.

5.

6


Financial Situation

Form FIN – 3.1

Historical Financial Performance

Bidder’s Legal Name: _______________________ Date: _____________________

JV Partner Legal Name: _______________________ Bid Reference No.:

__________________

To be completed by the Bidder and, if JV, by each partner

Financial

information in

NAD

equivalent

Historic information for previous ______ (__) years

(N$ equivalent in millions)

Year 1 Year 2 Year 3 Year … Year n Avg. Avg.

Ratio

Information from Balance Sheet

Total Assets

(TA)

Total

Liabilities

(TL)

Net Worth

(NW)

Current

Assets (CA)

Current

Liabilities

(CL)

Information from Income Statement

Total

Revenue (TR)

Profits Before

Taxes (PBT)


Attached are copies of financial statements (balance sheets, including all related notes,

and income statements) for the years required above complying with the following

conditions:

Must reflect the financial situation of the Bidder or partner to a JV, and not sister or

parent companies

Historic financial statements must be audited by a certified accountant

Historic financial statements must be complete, including all notes to the financial

statements

Historic financial statements must correspond to accounting periods already

completed and audited (no statements for partial periods shall be requested or

accepted)


Form FIN – 3.2

Average Annual Turnover

Bidder’s Legal Name: ___________________________ Date:

_____________________

JV Partner Legal Name: ____________________________ Bid Reference No.:

______________

Page _______ of _______ pages

Annual turnover data (construction only)

Year Amount and Currency NAD equivalent

*Average

Annual

Turnover

*Average annual turnover calculated as total certified payments received for work in

progress or completed over the number of years specified in Section III (Evaluation and

Qualification Criteria), Sub-Factor 2.3.2, divided by that same number of years.


Form FIN – 3.3

Financial Resources

Specify proposed sources of financing, such as liquid assets, unencumbered real assets, lines

of credit, and other financial means, net of current commitments, available to meet the total

construction cash flow demands of the subject contract or contracts as indicated in Section

III (Evaluation and Qualification Criteria)

Source of financing Amount in NAD

1.

2.

3.

4.

5.

6.


Experience

General Experience

Bidder’s Legal Name: ____________________________ Date: ________________

JV Partner Legal Name: ____________________________

Starting

Month /

Year

Ending

Month /

Year

Years*


Role of

Bidder

Contract name:

Brief Description of the Works performed by the

Bidder:

Name of Landlord/Client:

Address:

Contract name:


Bidder:


Address:

Contract name:


Bidder:


Address:

Contract name:


Bidder:


Address:

Contract name:


Bidder:


Address:

Contract name:


Bidder:


Address:

*List calendar year for years with contracts with at least nine (6) months activity per year starting with the

earliest year


Form EXP – 2.4.2(a)

Specific Experience

Bidder’s Legal Name: ___________________________ Date:___________________

JV Partner Legal Name: _________________________

Similar Contract Number: ___ [insert

specific number] of ___[insert total

number of contracts required.

Information


Award date

Completion date

Role in Contract (indicate if role was

different then the three roles listed here)

Operator

Management

Contractor

Subcontractor

Total contract amount and average annual

throughput volumes if applicable

NAD

If partner in a JV or subcontractor,

specify participation of total contract

amount

%

NAD

Landlord’s/Client’s Name:

Address:

Telephone/fax number:

E-mail:


Form EXP – 2.4.2(a) (cont.)

Specific Experience (cont.)

Bidder’s Legal Name: ___________________________ Date: ___________________

JV Partner Legal Name: _________________________

Similar Contract No. __[insert specific

number] of ___[insert total number of

contracts] required

Information

Description of the similarity in

accordance with Sub-Factor 2.4.2a) of

Section III (Evaluation and Qualification

Criteria):

Name of Facility

Location

Bidders Exact Role

Amount

Physical size (Storage volume)

Complexity

Methods/Technology

Loading and Unloading rates

Total volume throughput per annum


PART 2 – Landlord’s Requirements

2-34

Section V - Landlord’s Requirements

Table of Contents

Specifications ................................................................................................................. 2-35

Drawings ........................................................................................................................ 2-45

Supplementary Information ........................................................................................ 2-58

Figure 1: Sea Chart snippet showing the Port of Walvis Bay

Section V – Landlord’s Requirements 2-35

Specifications

The terms “tenant”, “bidder”, “tenderer”, “operator”, “terminal operator”,

“contractor” in upper or lower case is used interchangeably throughout the bidding

document and shall refer to the same entity.

The terms “Landlord”, “Namport”, “Employer” in upper or lower case is used

interchangeably throughout the bidding document and shall refer to the same entity.

Figure 2 – Random picture of LPG bullet Storage Tanks, source: internet

1. INTRODUCTION/ BACKGROUND

The Namibian Ports Authority (Namport) received several enquiries over the last 10 or

more years from private entities who wish to setup LPG and LNG import, storage and

distribution facilities in the Port of Walvis Bay on port land, and increasingly so over the

last 5 years. It is clear that there exists a definite market-demand to import and land LPG

and LNG into Walvis Bay by ship, for distribution and consumption in Namibia and/or

further distribution to other countries in Southern Africa. This RFP is issued in response to

those enquiries. A large portion of land has been made available at the Port of Walvis Bay


North Port (82 hectares minimum), on which Namport will allow liquid and gas storage

and distribution facilities such as LPG and LNG terminals to be developed and operated.

In the specifications that follow, only LPG is dealt with. However the RFP is equally

open for LNG or even CNG (compressed natural gas) proposals. Where the technical

requirements in these specifications are generic in nature then they shall apply to

LPG, LNG and CNG, and where not then they will only apply to LPG.

The Landlord reserves the right to, at its sole discretion, award this RFP to more than

one bidder, but in that case strictly to the highest ranking bidders starting with the

first, second and third highest ranking bidder in turn etc., where the total number of

such awards will depend on the total available land, the business case and target

market of each of these bidders amongst other factors.

Figure 3 – Sketch plan showing available land for LPG terminals (liquids and gases)


In compliance with an independent risk assessment study which Namport undertook

(Kantey and Templer (Pty) Ltd - 25/11/2016 – Quantitative Risk Assessment for Land

Planning Related to Proposed Bulk Liquid Storage at the Port of Walvis Bay North Port),

as well as dictated by the prevailing wind direction, LPG and other more flammable liquids

and gasses may only be housed/accommodated on the north, north-eastern edge of the 82

hectare bulk plot shown in figure 3. This is so as to maintain minimum safety distances

from the residential areas on the port perimeter. The bulk plot will be subdivided only once

the Landlord have awarded this RFP. There is thus no limitation of the amount of land

within the 82 hectares that a bidder may bid on, as long as that bidder can show that all the

land will indeed be utilized.

Figure 4 – Zoning of Bulk Plot for different classes of liquid and gas storage facilities



2. SCOPE OF THE LPG TERMINAL OPERATOR

The LPG terminal operator will be given the following scope:

1) ONSHORE LPG TERMINAL: To develop, operate and maintain a bulk LPG

onshore storage and distribution facility on the earmarked land at the North Port.

This onshore terminal or depot may include but not be limited to the following

infrastructure components, all developed, operated and maintained by the

tenant/operator or his duly appointed service provider:

a. LPG storage tanks and distribution piping works;

b. Bottling carrousels;

c. Pump station;

d. Returned bottles refurbishment warehouse;

e. Firefighting installation including automated fire detection and suppression

system.

f. Intrusion detection and CCTV surveillance system with control room.

g. Road tanker loading facilities;

h. Rail tanker loading facilities;

i. Office buildings;

j. Roads and pavements;

k. Electrical supply and distribution including lighting (obtain electricity

directly from Erongo RED);

l. Water supply and distribution (obtain potable water directly from the Walvis

Bay municipality);

m. Mess and Ablution facilities, Sewer networks with septic tanks. Connection

to the municipal sewer network is not possible;

n. Security perimeter fencing and gate(s);

o. Effluent water treatment facilities;


Figure 5: Port of Walvis Bay South Port, berths 1 to 11


Figure 6: Port of Walvis Bay North Port, berths 100, 101


3. SOURCE AND METHOD OF LPG IMPORTS

Bidders must, as part of their bid, indicate where their LPG will be sourced from. The

options available to bidders are as follows:

3.1. SOUTH PORT SHIP TO TRUCK OPERATIONS

LPG may be sourced by arranging that an LPG carrier call at an existing suitable Namport

berth in the South Port (berths 1 to 11), offload the LPG directly into trucks and then haul

the trucks to the storage and distribution terminal at the North Port. Whilst LPG ship to

truck offloading operations have not yet occurred in Port of Walvis Bay to date, Namport

is aware that such operations are being carried out safely in other ports and as such will be

open to receive proposals from bidders who wish to conduct such ship to truck operations

in the existing berths at the South Port. In such a case the bidder should submit detailed

information regarding this operation and how any risks can be mitigated. Bidders opting to

make use of this option must note that berths 1 to 11 have fixed seawater firefighting

installation systems only and that additional firefighting infrastructure will need to be

installed at the bidders cost, if such an operation is found to be feasible in all aspects. Also,

all berths in the South Port are multipurpose common user berths and as such no fixed

infrastructure that will pose as a major obstruction or a hindrance to other port operations

may be installed on a berth. Any required LPG offloading infrastructure and/or equipment

should thus be designed in such a way that it can be removed and stored away from the

berth once the ship has departed. The berth chosen for this operation will depend on many

factors, some of which are:

Health, safety and environmental risks to the immediate surrounding area;

Clear distance from the water’s edge to the closest buildings;

Firefighting installation required;

Water depth required;

Required berth utilization;

Compatibility with other operations occurring at that berth or at adjacent berths;

Imposed vertical loading restrictions on a berth;

For a ship to truck operation in the South Port the terminal operator/bidder will be in charge

of the LPG offloading operation with his/her specialist qualified and experienced service

providers.


3.2. DEVELOPMENT OF A DEDICATED LPG BERTH AT THE NORTH PORT

The terminal operator may opt to develop a new suitable dedicated private LPG import

berth(s) in the North Port. Figure 7 shows the North Port master plan. A new dedicated

LPG berth may be developed at the location marked by keynote 24, if the required

independent risk assessments does not indicate any fatal flaws.

Bidders who wish to choose this option should present it in their technical proposal in detail,

complete with concept design and costing for the new berth, access trestle and pipeline. An

additional water area lease will also become applicable, which shall be the subject of

negotiations with the Landlord post award stage.

Figure 7: Possible location of a new dedicated LPG berth (keynote 24)


3.3.USE OF THE MME/NAMCOR BERTH 100 AT THE NORTH PORT

Potential tenants should take note that the existing two new tanker berths built as part of

the National Oil Storage Facilities in the North Port are only for use by the Ministry of

Mines and Energy (MME) and/or Namcor for import of Namibia’s bulk fuel supplies.

These two berths are currently not designed and built to accommodate LPG imports. Should

the tenant wants to import his/her LPG via one of the two new berths, berth 100 being

preferred (berth 101 can only accommodate ships of between 45,000 to 60,000DWT

whereas berth 100 can accommodate 10,000 to 60,000DWT), then note the following:

MME should be approached to give approval for the use of the new berths/jetties

and for installation of any LPG handling infrastructure on the jetties.

Should adequate volume throughput demand be evident, then as an option, MME,

Namcor or Namport MAY OPT TO BUILD common user LPG offloading

equipment on the jetty and a common user LPG pipeline that runs from the jetty to

a suitable location immediately onshore where the pipeline will terminate into a

manifold. Private entities may then connect into such a manifold with their own

pipeline(s). In such a case, in addition to the Namport tariffs such as base tariff etc.,

the tenant will be charged a pipeline levy for the use of the pipeline. Namport

reserves the right to also develop and operate, on a common user basis, a single

pipeline of adequate size on its port land that will run from the onshore

common user manifold to the edge of the tenant(s) leased site and charge a levy

for the use this section of pipeline.

The bidder should refer all enquiries related to this option directly to Executive

Director at the MME.

3.4.SOURCING OF LPG BY ROAD AND/OR RAIL

Potential tenants that want to source their LPG from neighboring countries by road and/or

rail and develop LPG storage facilities at the North Port to store and distribute this LPG

from, are welcome to do so and to indicate this in their proposals.

4. NAMPORT’S INVOLVEMENT

Namport will remain the landlord/port authority only and will not take any part in the

ownership or management of the new LPG storage and distribution terminal(s) during the

lease term. Where possible, Namport may offer its services to the operator at tariff book

rates and on a best effort basis, such as but not limited to:


1) As indicated above, Namport reserves the right to develop and operate, on a

common user basis, the pipeline that will run from the MME/Namcor manifold to

the edge of the tenants leased site and charge a levy for the use of its pipeline.

2) Equipment hire such as but not limited to Mobile Cranes, Forklifts, Reach stackers

etc. Where Namport equipment is hired it will be hired with Namport operators.

The use of Namport services such as equipment hire or marine services for that

matter will not in any way release the Operator of his minimum productivity

requirements if applicable. Namport services are thus offered on a best effort basis,

where available.

3) As per Port Regulations, marine services are the sole mandate of the Landlord.

5. MILESTONE DEADLINIES TO BE MET

Refer to Section III - Evaluation and Qualification Criteria, Item 1.3.

6. PROPERTY LEASE TERM

The preferred property lease term should be indicated by bidders, but such may not be more

than 25 years. Note that after the lease expires the ownership of all fixed infrastructure will

resort to Namport by default, however Namport may opt to only keep some, none or all of

the fixed infrastructure depending on its discretion. As such tenants must allow for the

demolition and approved disposal of the fixed infrastructure at the end of the lease period,

if required by Namport, at the tenants cost.

7. SERVICES AND UTILITIES

The land on offer is unserviced and unimproved and shall be leased as is. The Landlord

have completed master plan studies for providing the North port with electricity, water,

sewer, road and rail access. These bulk services will however only be installed when

sufficient cargo volume throughput commitments are made to recover the cost of

installation of such services. For now the prospective tenants should obtain water and

electricity directly from the Municipality of Walvis Bay and Erongo RED respectively. For

this purpose Namport will allow these two utilities to make use of the North Port service

corridors, at a fee, to install such services to the tenants’ site. The following services will

be handled as indicated:

1) Water supply – directly from the Walvis Bay Municipality;

2) Electricity supply – directly from Erongo RED;

3) Sewer – install a septic tank;


4) Roads – Namport will install a gravel access road to the tenants perimeter of the

tenants site;

5) Railways – Namport to install once sufficient cargo volume throughput

commitments are received for the North port, estimated to be within 10 to 15 years

from now. When such occurs, the tenant may construct a provide rail siding into the

leased site from the main line if required.

6) Sand fill - This bulk plot is low lying and as such will require sand filling to an

appropriate level as prescribed by Namport, the cost of which will be borne by the

tenants. Sand may be taken free of charge from the adjacent north port area for this

purpose, as pointed out by Namport.

8. PORT REGULATIONS

All port regulations will apply to the operator/tenant unless specifically amended by written

agreement with the Landlord.

9. BERTH ALLOCATION AND SCHEDULING

Berth allocation and scheduling in the Port of Walvis Bay for all berths except the private

berths in the fishing harbor and the naval base, will occur as normal and is carried out by

the Port Captain on a first come first served basis. Forward planning with regards to

scheduling and booking of berthing windows is possible with prior arrangements between

the operator and port captain.

10. DAMAGE TO EXISTING INFRASTRUCTURE

Any damage caused to the Landlord’s property such as but not limited to infrastructure,

either knowingly or unknowingly, will be repaired or replaced at the operator’s cost to the

satisfaction of the Landlord. The Landlord reserves the right to effect any required repairs

and recover the cost from the operator with interest.

11. TERMINAL OPERATOR’S REPLACEMENT, REPAIR AND

MAINTENANCE OBLIGATIONS

The Terminal Operator shall be responsible for maintaining the Terminal Infrastructure,

Private Siding and Equipment and shall at its own cost undertake all maintenance and make

all repairs, renewals and replacements necessary to maintain the Terminal and for the

efficient operation of the Terminal, as follows:


a. The Terminal Infrastructure including the surface of the quay or jetty, shall be

maintained and kept in good order and condition, in accordance with Good

Industry Practice and the international standards for a terminal comparable to

this proposed Terminal and finally in accordance with the Port Engineer’s

specifications if any. The Terminal Operator shall be responsible for repairs,

renewals and replacement of the Terminal Infrastructure necessary for the

efficient operation of the Terminal.

b. The Private Railway Siding, if any, shall be maintained and if necessary

repaired in order to ensure that it is in a good and safe operating condition in

accordance with Transnamib standards. The Terminal Operator shall ensure that

the shunting yards, marshalling yards, tracks and other infrastructure in the

Private Siding are sufficient for the safe, effective and efficient handling of

traffic, where applicable.

c. The Terminal Operator shall provide additional equipment or replace equipment

in order to ensure the efficient operation of the Terminal in accordance with

Good Industry Practice and the international standards for a terminal

comparable to this Terminal.

2) The Terminal Operator shall conduct annual inspections of the Terminal Infrastructure

and Equipment and must prepare annual reports on those inspections, which reports

must be submitted to the Landlord at least 2 (two) Months prior to the start of each of

the Terminal Operator’s Financial Years. These reports are to be signed off/certified by

professional engineers with relevant qualifications and experience in that line of work.

3) The Terminal Operator shall provide the Landlord with an annual maintenance

programme for the Terminal Infrastructure and a replacement programme for the

Equipment, at least 2 (two) Months prior to the start of each of the Terminal Operator’s

Financial Years.

12. ROADWAYS, SURFACES AND ACCESS TO THE TERMINAL

1) The Terminal Operator shall, at its own cost, construct or maintain in good order and

condition such roadways and surfaces as may be required within the Terminal for the

provision of the services and the performance of the activities contemplated. The

roadways shall be constructed and maintained at a standard complying with the

permissible axle loads for the type and volume of traffic which will use the roads, and


otherwise at such standard as is stipulated by the Landlord and communicated to the

Terminal Operator in writing.

2) Where the Terminal Operator generates traffic of such a nature that the traffic can be

proven by the Landlord to cause extraordinary wear and tear or damage to existing

roads and pavements outside of the leased site but still inside the port, then the Terminal

Operator will be required to contribute to the maintenance or repair of such roads and

pavements.

3) The Terminal Operator shall ensure that all Vehicles entering and exiting the port and

the Terminal shall be organized to minimize traffic congestion, the parking of Vehicles

and any queuing outside the Terminal.

4) The Landlord’s duly authorized agents, employees and contractors shall have the right

of access to the Terminal for purposes of performing the Landlord’s functions, provided

that the Landlord ensures that its agents, employees and contractors comply with all

reasonable safety and security stipulations of the Terminal Operator whilst in the

Terminal.

5) All other persons, Vehicles and equipment shall have access to the Terminal and may

use the roadways and the surfaces in the Terminal in the manner reasonably determined

by the Terminal Operator in order to conduct normal legal business related to the

operation of the Terminal, provided that in the use of such roadways such persons,

Vehicles and equipment shall not unnecessarily interfere with or impede the activities

of the Terminal Operator and shall comply with all the safety and security stipulations

of the Terminal Operator.

6) The Terminal Operator may not impose any fee for admission to the Terminal.

13. LABOUR AND PERSONNEL BASED OBLIGATIONS

1) The Terminal Operator shall comply with all relevant provisions of the Namibian labor

Law.

2) The Terminal Operator shall at all times employ or engage sufficient and suitably

qualified and competent personnel to enable it to efficiently provide the services

envisaged.

3) The Terminal Operator shall implement all measures as are required by Law and/or as

may be reasonably necessary to ensure the safety of its employees or sub-contractors,

and shall ensure that all such persons make use of the necessary personal protective

clothing and equipment whilst in the terminal.


4) The Terminal Operator accepts full responsibility for the training of staff and shall

ensure that all its employees and sub-contractors are properly trained for the work they

are undertaking, and are familiar with safety and security requirements that apply to the

Terminal.

5) The Landlord may require the Terminal Operator to remove any employee or sub-

contractor of the Terminal Operator from the Terminal or to prevent such a person from

entering the Terminal, if such an employee or sub-contractor engages in any conduct

which might threaten public health, or the safety or security of ports.

14. ENVIRONMENTAL PROTECTION

The Terminal Operator will have to conduct an environmental impact assessment study

(EIA) and environmental management plan (EMP) and submit this to the Ministry of

Environment and Tourism and obtain an Environmental Clearance Certificate for both

construction and the operation of the terminal, including LPG ship offloading operations

etc., before any construction works or operations may commence.

1) The EIA shall as a minimum:

a) include a systematic identification and evaluation of any potential impacts of any

current or proposed activity on the Environment, including bio-physical, biological

social, cultural, economic, aesthetic and technological aspects, to the extent that

those aspects are relevant to the activity;

b) be conducted by an independent environmental assessment practitioner which

possess the required qualifications and experience, all acceptable to the Landlord.

c) form part of the Terminal Operator’s environmental management plan (EMP) and

inform the Terminal Operator’s environmental management system (EMS); and

d) comply with any other reasonable requirements stipulated for such an assessment

by the Landlord.

2) An EMP and EMS shall be developed and implemented by the Terminal Operator for

the duration of this Lease. The EIA, EMP and the EMS shall be binding upon the

Terminal Operator.

3) The Landlord shall have the right at all times to conduct audits of the Terminal

Operator’s compliance with the EIA, EMP and EMS. If, in the reasonable opinion of

the Landlord, there is any non-compliance, inefficiency or inadequacy, the Landlord


may require the Terminal Operator to rectify such non-compliance, inefficiency or

inadequacy, without delay, to the reasonable satisfaction of the Landlord.

4) Without limiting the obligations of the Terminal Operator as specified in this Lease or

imposed by Law, the Terminal Operator shall comply with:

a. all the requirements of the Landlord, Ministry of Environment and Tourism

(MET), Ministry of Agriculture, Water and Forestry (MAWF), the Walvis Bay

Municipality and the Ministry of Works and Transport, Directorate of Maritime

Affairs (DMA) in relation to the Environment;

b. the Landlord’s requirements for the regular removal of waste, including waste

originating from the cleaning or loading of Vehicles or wagons;

c. all the conditions in environmental permits, licenses, certificates,

authorizations, orders, approvals and exemptions from Authorities in respect of

the Terminal; and

d. all applicable statutory requirements relating to the Environment, including the

Water Resources Management Act 11 of 2013, the Environmental Management

Act 7 of 2007, and any other environmental legislation enacted or promulgated

before or after the signing of the lease agreement date.

5) The Terminal Operator shall, on request by the Landlord and within a reasonable period

of such request, provide the Landlord with copies of:

a. all environmental permissions obtained regarding its business activities and the

services it provides at the Terminal, and, where the permissions are renewable,

in each instance a copy of the new or updated permission; and

b. any measurements undertaken of emissions, effluent, stormwater quality and

material safety data sheets for hazardous substances, which it is obliged to

submit to a Competent Authority/Ministry.

6) Without limiting the obligations of the Terminal Operator as specified in this Lease or

imposed by Law, the Terminal Operator may not by any means cause significant

pollution or degradation of the Environment and the Terminal Operator shall:

a. provide the Landlord within a reasonable period with copies of any notices and

directives issued by a Competent Authority to the Terminal Operator to take

steps to address pollution or negative impacts on the Environment;

b. provide the Landlord with copies of any report, including an emergency report,

submitted by the Terminal Operator to a Competent Authority regarding

pollution or negative impacts on the Environment;


c. take all reasonable measures as envisaged by applicable environmental and

water Laws and conventions, to investigate, assess and evaluate the impact of

its activities on the Environment of the Terminal and on the water resources on

or below the Terminal;

d. in the event that the Terminal Operator’s activities directly or indirectly cause

any significant pollution, environmental degradation or negative impact on the

Environment, which is not authorized by the Landlord or a Competent

Authority, the Terminal Operator shall, at its own cost, undertake an efficient

and effective means of combating, mitigating, cleaning, collecting and/or

disposing of all pollutants, or of otherwise addressing the environmental

damage or other negative impact with appropriate remedial and/or rehabilitative

measures, to the satisfaction of the Landlord and any Competent Authority;

e. take every reasonable precaution to prevent the spillage of cargoes and/or other

materials (including fuel and waste) from vessels, Vehicles, cargo handling

facilities and Terminal Infrastructure, and take immediate steps to mitigate and

remedy any spillage to the satisfaction of DMA, MET and the Landlord, at the

Terminal Operator’s cost.

7) If the Terminal Operator fails to comply promptly with any of the obligations imposed

by this clause, the Landlord shall be entitled, but not obliged, to immediately take

whatever steps are necessary to combat, mitigate and remedy any such pollution,

environmental degradation or other impact on the Environment, and to recover all costs

incurred by it from the Terminal Operator.

8) If the Landlord determines that the Terminal shall be decommissioned upon expiry,

cancellation or termination of this Lease, the Terminal Operator shall develop and

submit a Decommissioning-EMP (DEMP) to the Landlord and the Competent

Authority for implementation during the decommissioning phase in terms of the DEMP

guidelines, which guidelines will be provided to the Terminal Operator by the Landlord.

The DEMP shall be required to be approved by the Landlord and all applicable

Competent Authorities in order that the duly approved DEMP is submitted to the

Landlord:

a. in the event of expiry of the Lease by effluxion of time, no later than 6 (six)

Months prior to expiry of the Lease; or

b. in the event of the earlier termination or cancellation of this Lease prior to expiry

by effluxion of time, within 3 (three) Months after termination.


9) Upon the expiry, cancellation or termination of this Lease, the Terminal Operator shall

be obliged, at its own cost, to clean-up, remove and rehabilitate any pollution,

environmental degradation or environmental impact that may have occurred during its

operation of the Terminal in accordance with the requirements of the Law and the

Landlord’s requirements.

10) The Terminal Operator shall ensure that its employees, agents and sub-contractors

comply fully at all times with all of the Terminal Operator’s obligations as specified in

this clause, and the Terminal Operator shall be responsible for any breach or non-

compliance by its agents or sub-contractors of any such obligations.

15. HEALTH AND SAFETY

1) The Terminal Operator shall, at its cost, complete a comprehensive INDEPENDENT

risk assessment of its business, in respect of all areas of the Terminal, and the services

or processes it intends to undertake, in accordance with the Landlord’s and Ministry of

Labor’s requirements, and shall provide the Landlord with a full report on its risk

assessment so undertaken within 1 (one) Month of completing the assessment. This

assessment will include a HAZOP analysis.

2) The Terminal Operator shall be responsible for:

a. the implementation of and adherence to the IMDG Code and its regulations

where applicable;

b. compliance with the Occupational Health and Safety requirements as stated in

the Labour Act 11 of 2007 and regulations promulgated in terms of that Act;

c. procuring and implementing systems and services for the prevention,

monitoring, detection and extinguishment of fires or explosions; and

d. maintaining a working environment which is safe and designed to minimize the

risk of injury or illness to any person present on the Terminal and to minimize

the risk of loss or damage to cargoes, vessels or other moveable and immoveable

property in accordance with Law and the further written requirements of the

Landlord.

3) Save for the storage of LPG, the Terminal Operator may not keep or store on the

Terminal any other hazardous or flammable substances unless:

a. it reasonably requires such hazardous or flammable substances to be kept or

stored to enable it to conduct its business on the Terminal;

b. it has obtained the prior written approval of the Landlord; and


c. it complies with the applicable Law in respect of hazardous substances in

general and that specific hazardous substance in particular.

4) The Terminal Operator shall provide, at its own cost, such fire water network, facilities

or equipment, or other protective measures, that are, in the Landlord’s reasonable

opinion, necessary in order to provide effective fire protection installations and water

supply to the Terminal.

5) The terminal operator shall install, operate and maintain an automated fire monitoring,

detection, alarm and suppression system. A fire suppression system is necessary as the

presence of LPG among oil and gas terminals presents a major fire safety hazard,

potential to pollute the environment and endanger human lives. The fire suppression

system will also include heat/flame detectors, gas/vapor sensors and an alarm control

panel.

6) The Landlord may, from time to time, require the Terminal Operator, by notice in

writing, to provide and install, at the Terminal Operator’s cost, such further devices,

appliances and installations as the Landlord may reasonably consider necessary to

minimize the risk of any fire occurring or to prevent the spread of any fire which may

occur. The Terminal Operator shall, when so required, comply with the requirements

set forth in such notice within the time period specified in the notice.

7) The tenant will build a sufficient number of mess and ablution facilities for its

employees, on the leased site.

16. SECURITY

1) The Terminal Operator must ensure that the perimeter of the Terminal is fenced in with

security fencing of at least 2.4m high and of a standard reasonably acceptable to the

Landlord and which is in compliance with the ISPS and other relevant codes of practice

or standards, and that such fencing is maintained at that standard (and repaired as

necessary) during the term of this lease.

2) The Terminal Operator shall comply in all material respects with the provisions of the

International Maritime Organization Convention of Safety and Security at Sea, the ISPS

Code and the Maritime Security Regulations 2004, adopted under the Merchant

Shipping Act No 57 of 1951, and the Terminal Operator shall be responsible for the

security of the Terminal and for all persons and movables therein, including cargoes,

and for the implementation of and adherence to the ISPS Code. The Terminal Operator

shall submit to the Landlord , within 1 (one) Month of the signing of the lease


agreement, a Terminal security plan for security levels 1, 2 and 3, corresponding with

normal, medium and high threat situations. The plan shall indicate the operational and

physical security measures the Terminal Operator will take to ensure that it normally

operates at security level 1. The plan shall also indicate the additional, or intensified,

security measures the Terminal Operator will take when instructed to do so by the

Landlord, to move to and operate at security level 2, and to operate at security level 3.

The Terminal Operator will nominate a Port Facility Security Officer, organize regular

security drills and at all times provide the necessary security equipment on the

Terminal.

3) As part of the Terminal security plan the Terminal Operator shall monitor and control

all cargo, Vehicles and people entering and leaving the Terminal and ensure that

security communications are always readily available.

4) The Terminal Operator shall ensure the site is manned 24 hours a day, 7 days a week

(24/7) by suitably qualified and experienced security guards who conducts the

necessary periodic patrols on the perimeter and who conducts strict access control into

the site. All persons entering the site shall be required to fill in all their details (name,

date, time, purpose, etc.) into a log book, which books when full, shall be kept and

stored offsite at a secure location for the duration of the lease period.

5) The Terminal Operator shall install, operate and maintain a CCTV surveillance system

and intrusion detection system throughout the site with an on-site monitoring station

that is also manned 24/7.

17. RESTRICTION OF CARGO TYPES AND COMMODITIES

The operator will be restricted to the handling, storage and loading/unloading of LPG only,

and may only use the facility for other purposes with the prior consent of the Landlord.

18. NO ACCOMODATION

No persons may be accommodated on port premises, i.e., the tenant shall not allow any

employees or other persons to sleep or be housed on the leased site.

19. THE OPERATOR’S PERFORMANCE

1) The operator will design the terminal such that acceptable but practical levels of

productivity are achieved.


2) The Operator shall provide the Services in a cost effective, efficient, workmanlike,

professional and proper manner, in compliance with the terms and conditions set out in

this Agreement and in compliance with all applicable laws, regulations, ordinances and

Good Industry Practices.

3) The Operator shall hold all necessary approvals, certificates or licenses for performing

the Services, and the Operator shall comply with all statutory and other requirements

to perform its obligations under this Agreement. The Operator shall pay all Namport,

Governmental and Municipal costs, or other costs in accordance with any applicable

laws, rules and regulations.

4) The Operator shall employ and maintain sufficiently licensed, qualified, trained,

directed and supervised staff necessary to perform the Services in compliance with this

Agreement properly and safely. The Operator shall have complete operational control

and supervision of the Facility while under the Operator’s management and control

during the lease period.

5) The Operator shall maintain equipment of a sufficient standard and quantity, which is

necessary to perform the Services in compliance with this Agreement properly, safely

and timely.

6) The Operator shall at all times have sufficient capacity to provide the Services and shall

provide these services within a reasonable time after the ship’s arrival.

20. INSURANCE

1) The Operator shall, prior to the Effective Date, provide evidence of and maintain, at its

own expense, full insurance coverage, with an insurance company with a Standard &

Poors ‘A-rating’ or better.

2) The insurance shall provide cover for all Services and the Operator’s other obligations

and liabilities under this Agreement and for such further insurances as may be required

by law or regulation, including but not limited to fire and explosion, theft, cover for

liabilities incurred due to breach of this Agreement, third party liabilities including but

not limited to liability for death or injury to persons and workers compensation, loss,

damage or delay to third party property (including Goods) and fines, penalties, taxes

and other similar costs and expenses, and each cover shall be on terms no less favorable

to the Operator than the usual market terms and otherwise meeting any statutory

requirements.


3) The Operator shall ensure that the Landlord is given immediate written notice of any

cancellation, termination, suspension, revocation, or material amendment in cover of

any insurances required herein.

4) No insurances or the limits of such insurances shall be construed in any way as a limit

of the Operator’s liability under this Agreement.

5) On demand, the Operator shall provide to the Landlord a cover note confirming that the

Operator has insurance, and shall perform any obligation required of it by such

insurance, and do nothing, which could invalidate such insurance.

6) Breach of the Operator’s obligations under this Clause shall be deemed a Material

Breach of this Agreement and shall entitle the Landlord to terminate this Agreement

immediately without liability or obligation on giving written notice to such effect,

and/or to take out required insurance at a reasonable level on behalf of the Operator and

at the Operator’s expense.

21. CORROSION IN WALVIS BAY

The tenant/operator is specifically made aware that Walvis Bay has one of the world’s most

corrosive atmospheres when it comes to corrosion of metals. Walvis Bay has been quoted

by many experts as the city with the 2nd or 3rd most corrosive atmosphere to metals on the

planet Earth. The tenant will thus take extra care and precaution to design the terminal

against corrosion of metals by using of corrosion resistant materials such as marine grade

stainless steel or by applying suitable protective coatings such as duplex system involving

a base coating of hot dipped galvanizing with a suitable layered paint coating on top.

22. APPLICABLE STANDARDS

The Operator shall comply with the following standards when it comes to the design,

construction, operations and maintenance of the facility, and may only deviate or substitute

with a different standard after receiving approval from the Landlord in writing. The

following standards will be applied:

1) API 2510 (Design and Construction of LPG terminals);

2) API 2510A (Fire Protection Considerations for the Design and Operation of LPG

Terminals),;

3) NFPA 58 (Liquefied Petroleum Gas Code);

4) ASME III (Rules for the Construction of Pressure Vessels);

5) ANSI/ASME B31.3 and/or ANSI/ASME B31.4. (Piping systems design);


6) ASTM A 53/A 53A (Piping material);

7) NACE standards (corrosion – pipe coatings);

8) API 610 (Centrifugal Pumps for Petroleum, Petrochemicals and Natural Gas

Industries);

9) NFPA 54, National Fuel Gas Code;

10) NFPA 59, Utility LP-Gas Plant Code;

11) IP Code of Practice for LPG;

12) British (BS) standard codes of practice;

13) Where an item is not covered by the above listed standards, then the applicable NSI

(Namibian) and SANS (South African) standards shall apply.


Drawings

The following Drawings are attached to the end of the bid document:

No Drawing Description Relevance

1 Discussion Plan - Area available for Liquid and

Gas Storage & Distribution Facilities

PORT OF WALVIS BAY NORTH PORT

Drawing no. Sketch Nr. 874

Locality

2 Port of Walvis Bay, North Port, Long Term

Development Plan

For development of a new

dedicated jetty

3 Flammable Products Storage Layout Zoning of bulk plot

4 Port of Walvis Bay Sea Chart (not to be used for

navigation)

Water depths

Supplementary Information

The following supplementary information is made available to the bidders, to be used only

for the purposes of preparing their bid. This information is attached to the bid document.

No Information Description and relevance Comment

1 Geotechnical investigation – Borehole log for

Borehole No. SPT3, located within the bulk plot for

liquids and gas storage facilities

Design of foundations for

storage facilities on the

leased site etc.

3-1

PART 3 – Specimen Lease Agreement

3-2

Section VI. Specimen Lease Agreement

1) A sample of a standard Namport lease agreement is included in this section. This

agreement is not complete and will be finalized once the successful bidder has been

notified. Whist some aspects of this agreement can be negotiated, others are non-

negotiable.

2) The lease agreement will in essence be a Design, Build, Own, Operate, Maintain

and Transfer agreement, where all fixed improvements resort to Namport ownership

at the end of the lease period.

3) The final consolidated lease agreement will incorporate all the requirements listed

elsewhere in this bidding document, including the bidders’ proposal, minimum

performance requirements etc. and any other negotiated terms and conditions.

4) Where the specimen lease agreement provided in this section contradicts the rest of

the tender document such as but not limited to Section V, Landlords Requirements,

then the latter shall take precedence.

Section VII - Contract Forms 3-3

AGREEMENT OF LEASE

entered into by and between:

NAMIBIAN PORTS AUTHORITY

a body corporate established and incorporated under the Namibian Ports Authority

No. 2 of 1994 with registration number CY/1994/0002, and with its principal place

of business situated at No. 17 Rikumbi Kandanga Road, Walvis Bay, Republic of

Namibia

(herein represented by Andreas Kanime, in his capacity as Chief Executive

Officer and him warranting to be duly authorised thereto)

(hereinafter referred to as “the Landlord”)

and

[XXX]

(herein represented by [XXX] , in his/her capacity as [XXX]

and she/him warranting to be duly authorised thereto)

(hereinafter referred to as “the Tenant”)

WHEREAS the Landlord hereby lets to the Tenant who hereby agrees to rent from the

Landlord the Premises described in sub – clause 1.1.9 hereunder subject

to the terms and conditions of this Agreement.

NOW THEREFORE the Parties agree as follows:

3-4 Section VII - Contract Forms

1. Definitions and Interpretation

Definitions

1.1 In this Agreement, unless the context indicates otherwise:-

1.1.1 “Commencement Date” means [XXX];

1.1.2 “Improvements” means buildings or other structures built

on or affixed to the Premises, intended to be of a permanent

nature as well as any property that can easily be moved from

one location to another and/or is collapsible;

1.1.3 “Landlord” means the Namibian Ports Authority, as

identified under the heading “Parties to this Agreement”

above;

1.1.4 “Lease” means the lease of the Premises in terms of this

Agreement;

1.1.5 “Namibian Ports Authority Act, 1994” means the

Namibian Ports Authority Act, Act 2 of 1994, as amended;

1.1.6 “Parties” means the parties to this Agreement, being the

Landlord and the Tenant and “Party” means any one of

them, as the context may indicate;

i. “Property” means the property owned by the Landlord;

ii. “Premises” means the Property situated on a portion of [XXX]

situate in the Port of Walvis Bay, measuring a total of [XXX]

and as schematically depicted in the shaded areas of Plan No.

[XXX] and contained in Schedule 1.

1.1.7 “Pro Rata Rates and Taxes” means a portion of Rates and

Taxes calculated with reference to the area of the Premises

measured against the area of the Property;

1.1.8 “Rates and Taxes” means assessment of rates and all

relevant taxes levied by the Municipality of Walvis Bay on

the Landlord in relation to the Property, assessed on the basis

of the area of the Property and the basis of bare ground;

1.1.9 “Rental” means the initial Rental Fee or Escalated Rental Fee

(as applicable) (as such terms as defined in Clause 5);


1.1.10 “Schedule” means Schedule 1 attached hereto, depicting the

Premises;

1.1.11 “SHEQ Policy” is the abbreviated term used for “Safety,

Health, Environmental and Quality Policy”, and means a

policy document of the Landlord (as may be amended from

time to time) providing a common framework for managing

safety, health, environmental and quality matters within the

Property, based on relevant Namibian legislation, or national

or international standards, as the case may be, to which the

Landlord may from time to time be bound. A copy of which

is annexed hereto and marked Schedule 2;

1.1.12 “Signature Date” means the date when the last of the Parties

hereto have executed and signed this Agreement;

1.1.13 “Substandard Act” means a violation of a safety

instruction, a hazardous physical condition or circumstances

which could permit the occurrence of any accident

1.1.14 “Tenant” means [XXX], as identified under the heading

“Parties to this Agreement” above;

1.1.15 “This Agreement/ This Lease” means the entire lease

agreement entered into between the Parties, including

addenda, annexures, plans and/or the like which have been

signed and initialed by the Parties or be incorporated herein

by reference, as being relevant thereof;

Interpretation

1.2 In this Agreement:

1.2.1 expressions in the singular also denote the plural, and vice

versa;

1.2.2 words and phrases denoting natural persons refer also to

juristic persons, and vice versa, and

1.2.3 pronouns of any gender include the corresponding pronouns

of the other genders.

1.3 In this Agreement, unless the context otherwise indicates, a

reference to:

1.3.1 this Agreement, any other agreement or an instrument or any

provision of any of them includes any amendment, variation

or replacement of that agreement, instrument or provision;


1.3.2 a clause, unless the context otherwise indicates, is a

reference to a clause of this Agreement;

1.3.3 a statute or statutory provision includes a reference to:-

1.3.3.1 any applicable statute or statutory provision as

modified or re-enacted (or both) before or after the

Signature Date; and

1.3.3.2 any subordinate legislation made under any

applicable statute or statutory provision before or

after the Signature Date;

1.3.4 a person includes a reference to any natural person, firm,

body corporate, unincorporated association or partnership,

joint venture, trust and unincorporated association, the state

or local government or regulatory department, body,

instrumentality, agency, minister or the authority having

jurisdiction over any of the Parties;

1.3.5 a reference to a person includes a reference to that person’s

legal personal representatives, executors, administrators,

successors and substitutes (including, but not limited to,

persons taking by novation) and permitted assigns;

1.3.6 one gender includes all genders;

1.3.7 time is a reference to Namibian time as per the Namibian

Time Act, 2017, and the following construction shall apply

to time matters:-

1.3.7.1 if a period of time is specified and the period dates

from a given day or the day of an act or event, it is

to be calculated exclusive of that day and if a period

of time is specified as commencing on a given day

or the day of an act or event, it is to be calculated

inclusive of that day;

1.3.7.2 if the time for performing an obligation under this

Agreement expires on a day that is not a business

day, time will be extended until the next business

day;

1.3.7.3 a reference to a “year” means a period of twelve (12)

consecutive months;

1.3.7.4 a reference to a “month” is a reference to a calendar

month, and more specifically, (i) in reference to a

number of months from a specific date, a calendar

month commencing on that date or the same date of


any subsequent month, and (ii) in any other context,

one of the twelve months of the calendar;

1.3.7.5 a reference to a “day” is a reference to any day;

1.3.7.6 a reference to a “business day” is any day other than

a Saturday, Sunday or public holiday in Namibia.

1.4 Any provision of this Agreement imposing a restraint,

prohibition, or restriction on the Parties shall be so construed that

the Parties are not only bound to comply therewith, but are also

obliged to procure that the same restraint, prohibition, or

restriction is observed by any third party engaged by acting

under the authority or with the written consent of the Parties.

1.5 Where any term is defined within the context of any particular

clause in this Agreement, the term so defined, unless it is clear

from the clause in question that the term so defined has limited

application to the relevant clause only, shall bear the same

meaning as ascribed to it for all purposes in terms of this

Agreement, notwithstanding that that term has not been defined

in this clause 1.

1.6 Any substantive provisions contained in a definition clause shall

create substantive obligations.

1.7 Where a word or phrase is specifically defined, other parts of

speech and grammatical forms of that word or phrase have

corresponding meanings.

2. Letting and Hiring

2.1 Subject to the terms and conditions of this Agreement, the

Landlord hereby lets the Premises to the Tenant, who hereby

hires it from the Landlord.

2.2 The following special conditions shall apply for the duration of

this Lease:

2.2.1 the Tenant must ensure that the operator and its personnel

are fully qualified and trained to operate and manage a

liquid petroleum-gas (LPG) and/or liquid or compressed

natural gas (LNG or CNG) import, storage and

distribution facility.

2.2.2 the Tenant’s Business shall be conducted so as to cause

the minimum disturbance to marine and aquatic

resources and shall not cause a nuisance or danger to the

occupants of neighbouring properties or to the public at

large and must not amount to a contravention of any

statutory regulations or by-laws.


2.2.3 the Tenant shall obtain the written permission and

relevant approvals from the relevant Ministry or

statutory body prior to commencing its Business in or on

the Premises, which approvals shall include, amongst

others, a valid environmental clearance certificate issued

by the relevant Ministry.

2.2.4 the Landlord shall not be liable to compensate the

Tenant should any activity, operation or works

whatsoever undertaken by the Landlord or by any

other party, cause mortality of any living marine

resources and/or disruption in the Tenant’s Business.

2.2.5 the Tenant shall not be entitled to require the Landlord

to exercise any legal or other rights it may have

to prevent or reduce contamination of the Premises, the

sea or the marine environment or to require any person

to do or refrain from doing anything, which could affect

the Tenant’s Business as a whole in any manner.

2.2.6 the Landlord accepts no responsibility for any

interruption of the Tenant’s Business in or on the

Premises in any way whatsoever and will under no

circumstances accept any claim by the Tenant for loss

of profit or productivity as a result of any interruption.

2.2.7 notwithstanding what is recorded in sub – clause 22.2.5

below, the Landlord does not guarantee the Tenant any

right of way to or from the Premises across any other

property and the Tenant must, where required, arrange

for such access and access road with the relevant entity

or person at its own cost.

2.2.8 the Tenant shall not, save in so far as it may reasonably

be necessary for the Tenant to conduct its Business on

the Premises, keep or store on the Premises explosives

or flammable goods, substances or liquids.

3. Duration, Renewal and Termination

Duration

3.1 This Lease shall commence on the Signature Date and shall continue

for a period [XXX] years, unless terminated in accordance with this

Lease or extended by written agreement between the Parties, subject

to sub – clause 3.2 below and any other applicable terms herein.

3.2 Should this Lease be extended, the Tenant is required to transmit a

notice of renewal to the Landlord in writing not less than six (6)

calendar months prior to the expiration of the Lease Period and the


Extended Lease Period shall be entered into on such terms and

conditions as determined by the Landlord.

4. Use of Premises

General

4.1 The Premises shall be solely utilized for the purposes of

establishing, managing and operating a liquid petroleum-gas (LPG)

and/or liquid natural gas (LNG or CNG) import, storage and

distribution facility hereinafter referred to as the “Business”) and for

no other purpose whatsoever, unless the Landlord’s prior written

consent is obtained, which consent shall not unreasonably be

withheld.

4.2 The Tenant shall conduct its Business at the Premises with due

regard to the business and interests of the Landlord, and shall not

do, nor cause, nor permit anything to be done which is or may

become a nuisance to the Landlord, other neighbouring tenants or

the public.

No Warranty for Fitness for Purpose

4.3 The Premises is leased to the Tenant as is and as it stands and lies,

and the Landlord does not warrant that the Premises is suitable for

any specific purpose that may be contemplated by the Tenant, or that

the Premises is suitable for the Tenant’s Business; and the Tenant

shall in any event conduct its Business at the Premises at its own risk

and cost.

Licences and Approvals, Statutes, Regulations and By-Laws

4.4 The Tenant shall be required to hold any and all licences and permits

that may be required under the laws of Namibia for the conduct of

its Business, which licences shall be the duty of the Tenant to obtain.

4.5 The Tenant acknowledges and agrees that it shall not be exempted

from compliance with any statute, regulation or by-law imposing

duties or obligations upon it as Tenant or affecting the use of the

Premises or the Property, or the nature of any Improvements that

may be erected thereon. The Tenant shall therefore not be entitled to

claim relief from any burden or infringement of its rights under this

Agreement resulting from the operation of any such statute,

regulation or by-law or any action lawfully taken thereunder by any

local or other competent authority.

5. Rent and other Charges


5.1 During the first year of this Lease, the Tenant shall pay to the

Landlord a monthly Rental in the sum of N$ [XXX] per month

(exclusive of Value Added Tax, which shall be added thereon). The

aforesaid Rental amount being equal to the rate of N$ [XXX] per

square metre multiplied by the number of square meters of the

Premises (as recorded in clause 1.1.8).

Escalation

5.2 The monthly Rental referred to in sub – clause 5.1 above shall, on

each anniversary date from the Commencement Date, escalate by a

percentage increase equivalent to [XXX or the percentage increase

in the Namibian Consumer Price Index (“NCPI”) for the preceding

twelve (12) month period, as calculated from the relevant

anniversary of the Commencement Date.]

Deposit

5.3 Notwithstanding the provisions of clause 5.1 above, the Tenant

shall, within seven (7) days of the Signature Date, deposit with the

Landlord an amount equal to one month’s Rental (being

N$[XXX]), which shall bear no interest in favour of the Tenant and

be held by the Landlord as security for the due performance of the

terms of this Agreement.

5.4 Should the Tenant at any time fail to promptly make payment of

any amount due under this Agreement, or should the Tenant cause

damage to the Premises or any of the Landlord’s properties, such

deposit may be appropriated by the Landlord towards such unpaid

amount and/or as compensation for such damage provided that the

Tenant, with the written consent of the Landlord, may provide an

approved guarantee in place of the said deposit.

Payment in Advance

5.5 All Rental shall be payable monthly in advance on or before the first

day of each and every month and without any deductions or set-off

whatsoever for bank or other charges.

Tax on Rentals

5.6 The Rental recorded above excludes all taxes levied from time to

time by any competent authority in relation to such Rental, and the

Landlord shall be entitled to recover, in addition to the Rental

determined as set out above, any and all taxes levied by any

competent authority in relation to such Rental, including, but not

limited to value added tax under the Value Added Tax Act, 2000.

6. Payments and Interest


6.1 All payments due by the Tenant to the Landlord under this Lease

shall be made, free of deductions or bank exchange and shall be

deposited into the Landlord’s banking account, being:

Bank: Bank Windhoek

Account Name: Namibian Ports Authority

Account No.: 800 140 52 24

Account Type: Cheque Account

Branch: Walvis Bay

Branch Code: 481872

SWIFT CODE: BWLINANX

6.2 The Tenant shall be liable for interest on all overdue amounts

payable under this Lease at two percent (2%) above the prime

lending rate of Bank Windhoek applicable from time to time. In the

event of a dispute as to the interest rate payable, a certificate signed

by any manager, accountant or other relevant official of Bank

Windhoek shall be prima facie proof of such interest rate.

7. Cession and Assignment and Subletting

Cession and Assignment

7.1 The Tenant shall not cede or assign this Lease (and, for the

avoidance of doubt, any of its rights and obligations in terms of this

Agreement), or otherwise dispose of or in any way mortgage or

hypothecate this Lease or the Premises (or any portion thereof).

Sub-Letting

7.2 The Tenant shall not have the right to sublet or otherwise dispose of or

in any way hypothecate this Lease or the Premises or any portion

thereof, without the prior written consent of the Landlord first being

obtained, and if sub-letting is approved, approved sub-tenants shall at

all times be bound by the terms and conditions of this Agreement, and

provided further that that the Tenant shall at all times be responsible

and liable for any and all acts and omissions of any Landlord approved

sub-tenants, as if such acts and omissions of approved sub-tenants are

acts and/or omissions of the Tenant. Any rental contract concluded

with an approved sub-tenant(s) shall not be inconsistent with or

conflict with this Lease.

7.3 For the avoidance of doubt, the Tenant shall not be permitted to

operate a share block scheme in whatever form or enter into any

transaction that has the effect of offering a share(s) in relation to part

of a building erected on the Premises.


8. Improvements

General

8.1 It is recorded that the Landlord acknowledges that the Tenant may

make Improvements to the Premises during its tenancy.

8.2 For the duration of this Lease, but subject to the further provisions

of this Agreement and all approvals required to be obtained by the

Tenant, the Tenant shall be entitled, at its own risk and at its own

costs, to make Improvements to the Premises. The Landlord shall

provide the Tenant and the construction contractors of the Tenant

with access to the Premises for the construction of the

Improvements, such access being subject to the Landlord’s

reasonable security and other access requirements.

8.3 Any Improvements shall require the prior written approval of the

Landlord at least three (3) months prior to the commencement of

construction unless otherwise agreed to in writing, which approval

shall not unreasonably be withheld by the Landlord.

8.4 All Improvements are subject to any applicable or required statutory

approvals or authorisations from the relevant competent authorities.

8.5 All Improvements shall further be constructed in accordance with

and subject to the terms and conditions of relevant approvals and the

provisions of applicable statutes and regulations of any competent

authority.

8.6 Appropriate and adequate plans and building specifications (herein

jointly referred to as “Plans”) for any proposed Improvements shall

be submitted by the Tenant to the Landlord for its approval, which

approval shall not unreasonably be withheld, within three (3)

months prior to the commencement of any construction envisaged

on the Premises unless otherwise agreed to in writing. The Tenant

undertakes to acquire any additional approvals of Plans or

specifications, if and as may be required from any other relevant

authorities.

8.7 The Landlord reserves the right to inspect any Improvements (both

during the construction phase and thereafter) periodically to ensure

strict adherence to any approved Plans. The Tenant undertakes to

abide by any reasonable directive of the Landlord relating to

reasonable precautionary measures to protect the Landlord’s or

other tenants property, existing assets and services on or near the

Premises during the construction of the Improvements.


8.8 No Improvements shall be removed, amended or altered by the

Tenant during the currency of this Lease without prior written

approval of the Landlord, which approval shall not unreasonably be

withheld.

8.9 In the event of any Improvements (or alterations or additions

thereto) being made by or on behalf of the Tenant without the

required prior written consent of the Landlord or relevant competent

authority, the Landlord shall have the right to-

8.9.1 require from the Tenant, by way of written notice, to remove

the Improvements (or alterations or additions thereto) and to

promptly reinstate the Premises into its prior condition,

failing which the Landlord may attend thereto at the cost of

the Tenant;

8.9.2 where no written notice in terms of clause 8.9.1 hereof is

given, and the relevant competent authority at any time

during the duration of this Lease imposes certain

requirements for the alteration or removal of Improvements,

require from the Tenant to carry out such alterations or

removals at the own cost of the Tenant.

Improvements on Termination of Lease

8.10 Subject to the further provisions of this Agreement, and in the event

of a termination of this Lease, any Improvements made by the

Tenant and that the Landlord directs or instructs should be removed

shall be removed by the Tenant and the Tenant shall in that event (if

instructed to do so) restore the Premises to its original condition on

or before the expiration of this Lease.

8.11 If the Tenant fails to remove any Improvements it is obliged to

remove in terms of this Agreement, the Landlord may do so and may

reinstate the Premises accordingly at the cost of the Tenant.

8.12 For the avoidance of doubt, if the Parties for whatever reason agree

in writing that (some or all of) the Improvements need not be

removed by the Tenant on termination of this Lease, no

compensation will in such event be payable by the Landlord, and the

Tenant shall not be entitled to claim that the Landlord is obligated

to compensate the Tenant for any such Improvements made or

effected on the Premises.

8.13 Notwithstanding anything to the contrary contained in this

Agreement, subject at all times subject to sub – clause 8.12 and 8.14

and unless otherwise agreed to in writing between the Landlord and

the Tenant, the Tenant shall be entitled, at its cost, to remove any


Improvements (more specifically any property that can easily be

moved from one location to another and/or is collapsible from the

Premises) upon the termination of this Agreement, subject to its

obligation to restore the Premises, to the satisfaction of the

Landlord, to the same condition to that it was in prior to the Tenant

having made such Improvements (more specifically any property

that can easily be moved from one location to another and/or is

collapsible).

8.14 For the avoidance of doubt, on termination of this Lease any

Improvements that the Landlord opts to retain will become the

property of the Landlord, without payment of any compensation by

the Landlord, and the Tenant shall not be entitled to claim that the

Landlord is obligated to compensate the Tenant for any such

Improvements effected on the Premises.

9. Maintenance and Repairs

9.1 The Tenant shall, during the currency of this Lease, be solely

responsible for the maintenance and repair of the Premises, the

Improvements thereon and the costs thereof.

9.2 The Tenant shall, for as long as Improvements remain on the

Premises, ensure that they are kept and maintained in good order and

condition (fair wear and tear excepted), protected in a proper and

workmanlike manner, and that they shall at no time become

dangerous or unsightly.

10. Services

10.1 All services not rendered by the Landlord, but which may be

required for and in connection with all or any of the activities which

are to be carried out on the Premises (including, but not limited to

water and electricity), shall be acquired or arranged by and at the

sole cost of the Tenant with the relevant local or competent authority

or service provider.

10. 2 For the avoidance of doubt, the Tenant shall at its own cost arrange

or procure competent contractors for such installation, which

installation must be to the Landlord’s satisfaction.

10.3 The Tenant specifically agrees that should it persistently be late in

paying for any Rental, services (water and electricity), the rates and

taxes or any other amount required to be paid in terms of this Lease,

the Landlord shall have the right to:

10.3.1 disconnect the electricity and water supply to the Premises

until payment of the outstanding amount(s) is made;


10.3.2 proceed with any rights the Landlord has for the recovery

of any amount due and owing by the Tenant;

10.3.3 suspend any or all other services to the Premises for such

time as may be considered necessary.

10.4 Services rendered to the Tenant by the Landlord, or by any relevant

local authority over the Property, may form the subject of a separate

Agreement.

11. Payment of Rates and Taxes

The Tenant shall, within thirty (30) days after being called upon to do so,

refund to the Landlord such payments as the Landlord may have made to

the local or other competent authority in respect of Pro Rates and Taxes or

any other form of taxation which may from time to time be levied by such

authority in connection with the Premises.

12. Limitation of Landlord's Liability

12.1 The Landlord shall not be liable to the Tenant for any losses or

damages of whatsoever nature (including, for the avoidance of

doubt, any direct or indirect losses or damages, or consequential

losses, losses of profit or punitive damages, whether related to the

Tenant’s Business or not), which the Tenant may sustain as a

consequence of any defect coming into existence in or on or around

the Premises or to the exterior or interior of the Improvements

during the currency of this Lease.

12.2 The Tenant shall have no claim of any nature whatsoever against

the Landlord (whether for damages or for remission of rent or

otherwise):–

12.2.1 for any failure of or interruption in any amenities and

services (including, but not limited to the supply of water

and electricity) provided by the Landlord, any statutory

authority or other service provider to the Premises, the

Property or the Improvements, notwithstanding the cause of

such failure or interruption;

12.2.2 by reason of any nuisance or inconvenience occasioned or

suffered by the Tenant on account of maintenance work,

repair work, the effecting of alterations, additions or

removals, any construction or development activity on the

Premises or the Property (or any premises adjoining or in the

vicinity), any restriction of access to the Premises

occasioned by any of the foregoing, any noise, dust or

Landlord’s contractors, staff or servants, or caused by any

other tenants or the local or any other competent authority;


12.2.3 for any accident, injury, loss or damage caused to the Tenant,

the Tenant’s Assets or Business, the Tenant’s (i) officers, (ii)

agents, (iii) employees, (iv) visitors or guests, in connection

with such persons using any portion of the Premises,

irrespective of whether or not the cause of such accident,

injury, loss or damage arises from the negligence of the

Landlord or the Landlord’s servants, save in the case of the

gross negligence or wilful default on the part of the Landlord

or the Landlord’s contractors, staff or servants.

12.3 The Tenant hereby indemnifies and holds the Landlord harmless

against any and all claims contemplated in 12.2 to the fullest extent

allowed by law.

12.4 Nothing contained in clauses 12.1, 12.2 or 12.3 shall excuse the

Landlord from specific performance of any of its obligations under

this Lease in terms of this Agreement, whether expressed or implied,

and particularly (but not only) its obligations to afford the Tenant

undisturbed occupation and enjoyment of the Premises as

contemplated herein.

13. Tenant’s Further Indemnities

13.1 The Tenant hereby specifically indemnifies and holds the Landlord

harmless against:

13.1.1 liability in respect of the death of or injury to any (i) officers,

(ii) agents, (iii) employees of the Landlord or any third party

or person caused by any act or omission by the Tenant or the

Tenant’s (i) officers, (ii) agents, (iii) employees (iv) visitors

or guests;

13.1.2 liability resulting from claims in respect of the contravention

or non-compliance by the Tenant or its (i) officers, (ii)

agents, (iii) employees, (iv) visitors or guests with the

provisions of environmental laws applicable in Namibia;

13.1.3 any legal costs or any other expenses reasonably incurred in

connection with claims or actions arising out of any of the

foregoing, whenever the damage, injury or death referred to

in sub-clause 13.1.1 or 13.1.2 above, is due to or arises out

of or in connection with this Lease, the occupancy or the use

of the Premises or the Property by the Tenant; provided that

the Tenant shall incur no liability for such legal costs in the

circumstances where the damage, injury or death arises from

the gross negligence or the wilful misconduct of the

Landlord and its (i) officers, (ii) agents, (iii) employees, (iv)

visitors or guests.


13.2 The Landlord shall notify the Tenant forthwith upon receipt of

information of the occurrence of any damage or consequential

damage or the receipt of any claim or demand for or against which

the Tenant is prima facie liable to indemnify the Landlord in terms

of this Agreement, and shall in respect of such claim or demand

abide by the directions of the Tenant as to whether and on what

terms it shall be settled, compromised or contested; it being agreed

that whatever action may be taken by the Landlord pursuant to such

directions of the Tenant shall be at the Tenant’s risk and expense.

14. Limitation of Tenant’s Liability

14.1 In no event shall the Tenant be liable for unforeseeable, indirect,

incidental or special damages, resulting from any act or omission by

the Landlord in respect of the obligations of the Landlord in terms

of this Lease.

14.2 The Tenant shall not be liable for loss, damage, or injury caused to

third parties by any default attributable to the Landlord or its

employees or agents during the period of this Lease.

14.3 The Tenant acknowledges the Landlord’s right of entry into the

Premises by the Landlord’s representatives, agents, servants, and

contractors, for inspection or to carry out any necessary works, but

should there be a failure on the part of the persons to comply with

the Tenant’s safety and security regulations, the Tenant shall not be

liable for any loss, damage, or injury that may be sustained to such

persons or property entering the Premises, provided that the Tenant

informs the Landlord’s representatives, agents, servants, and

contractors of its applicable safety and security regulations.

15. Indemnities by the Landlord

15.1 The Landlord hereby undertakes to indemnify and keep indemnified

the Tenant against all loss, damage, costs and expenses which the

Tenant may sustain or incur as a result of it remaining in occupation

of the Premises in terms of this Lease, if during the term of this

Lease any claim is made against the Tenant by a third party claiming

to be the lawful owner of the Premises, and such third party seeking

(i) occupation and possession of the Premises,(ii) and the ejectment

from the Premises of the Landlord and of all persons holding

through or under it; (iii) or for Rental therefore; (iv) or for damages

sustained by the third party by reason of the Tenant’s occupation

thereof, and the Landlord shall immediately upon being notified by

the Tenant of such claim, at its own cost and expense undertake the

defence of such claim in the name of and for the benefit of the

Tenant.

15.2 If the Tenant shall, pursuant to the judgment of any competent court

under the circumstances contemplated in clause 15.1, be ordered to


vacate the Premises at any time before the natural expiration of the

period of this Lease, the Landlord’s undertaking under clause 15.1

to so indemnify the Tenant shall in no way be affected thereby, and

the Landlord shall further be obliged to compensate the Tenant for

all Improvements effected on the Premises.

15.3 The obligations set out in this clause shall survive the completion,

expiration or termination of this Agreement.

16. Insurance

16.1 It is recorded that the Tenant is self-insured, but to the extent that

the Tenant may not be self-insured, the Tenant shall at all times be

responsible to maintain, renew or adjust, if necessary, such

insurance as to provide sufficient cover for or protection of the

Improvements and the contents of the Improvements against

relevant risks.

16.2 The Tenant shall be obliged, at its cost, to take out and keep in force

during the currency of this Lease, adequate public liability and any

other insurance for such amount as will provide adequate indemnity

in respect of claims, which may foreseeably be made against the

Tenant or the Landlord arising out of the Tenant’s Business and use

of the Premises.

16.3 The Tenant shall provide a copy of its insurance cover to the

Landlord upon the Landlord’s request for same and should the

Landlord or the Landlord’s insurers find the Tenant’s insurance

cover not to be adequate, the Tenant shall ensure that it without

delay obtains insurance cover that is reasonable to the satisfaction

of the Landlord or the Landlord’s insurers.

17. Fire Protection

17.1 The Tenant shall arrange, at its own cost, for the installation of

adequate firefighting equipment on the Premises, and shall ensure

during the currency of this Lease that such firefighting equipment

be properly maintained in accordance with the relevant Namibian

standards (currently as outlined in SABS codes) as well as the

directives as may be determined from time to time by the Landlord

and the relevant competent authorities.

17.2 Notwithstanding the fact that the plans of Improvements may not,

when approved by the Landlord, have included adequate provision

for protective risk control measures against fire and allied perils, the

Landlord reserves the right, if at any time during the currency of this

Lease it is reasonably of the opinion that the absence or inadequacy

of such protective risk control measures in the Improvements is or

may become a hazard to the Landlord’s own building(s) or Property

or the buildings or property of third parties, to call upon the Tenant


by notice in writing to provide and install in such Improvements or

on the Premises any or all such devices, appliances and installations

as the Landlord may reasonably consider necessary to minimise the

risk of any fire occurring therein or thereon or to extinguish or

prevent the spread of any fire, which may occur. The Tenant shall,

when so called upon, comply to the satisfaction of the Landlord with

the requirements set forth in such notice, within the reasonable time

therein specified.

17.3 In the event of a fire occurring on the Premises, the Landlord shall

not be responsible for any cost incurred and shall in no way be under

any obligation to assist in extinguishing the fire.

18. Safety, Health, Environmental and Quality (SHEQ) Management

18.1 The Tenant shall at all times accept and recognise the Landlord’s

commitment towards improved SHEQ performance and business

efficiency, by acquainting itself and adhering to the existing SHEQ

Policy and related policies, relevant laws and regulations as may be

reviewed or amended from time to time. The Tenant is therefore

liable to always ensure that all its activities are consistent with the

Landlord’s SHEQ goals, practices and procedures as well as to

participate and co-operate during the performance of a SHEQ site

assessment prior to or after the effective date of this Lease (where

applicable) to establish the SHEQ standards that the Tenant will be

subject to throughout this Lease.

18.2 In terms of the activities on the Premises, the Tenant has the

responsibility to act under all applicable national, local legislation

and applicable regulations of the Landlord to ensure that the

activities meet with the existing SHEQ regulatory requirements and

the prevailing SHEQ Policies (particularly the management

policies) in respect of the Property.

18.3 Pollution of the sea and/or environmental contamination and/or

pollution on the Premises or any part of the Property or property

adjoining or in the vicinity of the Premises (including substandard

acts on the Premises or premises adjoining the Premises or any part

of the Property), by any means whatsoever is strictly prohibited. In

the event of any pollution or environmental contamination

whatsoever/howsoever occurring, the Tenant shall provide efficient

means of collecting and disposing of all pollutants or contaminants

including any appliances required for this purpose as may be deemed

necessary by the Landlord or other relevant competent authorities.

18.4 In the event that non-compliance with this requirement or any other

relevant condition of this Lease is observed or SHEQ deficiencies

are discovered on the Premises, or on any property adjoining or in

the vicinity of the Premises or on any part of the Property that could

be associated with the Tenant’s operational activities or proof of non-


compliance with such SHEQ Management Policies, relevant laws

and regulations is discovered, the Landlord shall be entitled, without

prejudice to any of its rights, to institute such breach procedures as

may be appropriate under the circumstances, in terms of this

Agreement or any such procedures or penalties as may be

prescribed or defined within the SHEQ Management Policies,

relevant laws, and other regulations. Furthermore the Tenant shall

in terms of this clause 18, and at its own cost, provide efficient

means to remedy the situation within such time as would be

determined reasonable under the circumstances.

18.5 Failure to effectively execute such remediation strictly in

compliance with the prescribed standards of the Landlord and other

relevant regulatory agency guidelines, the Landlord shall have the

right to execute such remediation but at the cost of the Tenant.

18.6 It is specifically recorded that the Tenant shall prepare the Premises

for its Business as well as for prevention of pollution or

contamination (whether or not environmental) and the Tenant shall

take all such steps as are necessary to ensure that the Premises are

not in any way polluted or contaminated and/or that its Business

(operations) does not pollute or contaminate the Premises or the

commodities of other tenants of the Landlord in any way

whatsoever.

18.7 For the avoidance of doubt, the Tenant records that it is aware of the

possible risk of contamination and warrants that it shall take all

necessary steps to prevent contamination of by any other

contaminant, in, on or around the Premises, including the erection

of the necessary structures to prevent possible pollution and/or

contamination. The Tenant shall notify the Landlord of any

discovery of contamination and should contamination be

discovered, howsoever arising, the Tenant shall bear all costs in

connection therewith, shall take the necessary remedial steps to

remove the contamination (whether or not in or around the

Premises) and the Landlord shall in no way whatsoever be held

liable for any claims related to contamination whether or not such

claim(s) are brought by another tenant(s) on the Premises or any

third party.

18.8 The Tenant shall hold the Landlord harmless in respect of any claims

related to contamination and/or pollution brought by third parties

and shall defend, compromise and/or settle and pay all costs,

damages, awards, fees (including legal fees) and judgments finally

awarded against it or the Landlord arising from such claims, and will

provide the Landlord with notice of any such claims, full authority

to defend, compromise or settle such claims and provide reasonable

assistance necessary to defend such claims, at the Tenant's sole

expense. This indemnity shall apply whether or not the Landlord has

allowed the Tenant to control and manage the defence, compromise


or settlement of a claim, and the Tenant shall in any event pay all

costs, damages, awards, fees (including legal fees) and judgments

finally awarded against the Landlord arising from such claims.

18.9 The Tenant shall be responsible for its own security arrangements

in respect of the Premises.

19. Inspection

Any officer authorised by the Landlord may, at all reasonable times, but by

prior appointment, enter upon and inspect the Premises for the purposes of

monitoring or ensuring the Tenant’s compliance with the conditions of this

Lease or specifically safety, health and environmental issues as

contemplated in clause 18 hereof, and the Tenant undertakes to afford such

officer all reasonable facilities for such inspection. Such officer, whilst

making use of the said facilities, shall be bound to comply with all safety

and security regulations laid down by the Tenant, provided that the Tenant

informs the Landlord’s representatives, agents, servants, and contractors of

its applicable safety and security regulations.

20. Tenant not to contravene any Laws

During the currency of this Lease the Tenant shall not do, or permit to be

done, anything which may result in a contravention of any law or regulation

affecting the Premises or the Property, or anything which may result in civil

or criminal liability being attached to the Landlord in its capacity as owner

of the Premises.

21. No withholding of Payments

The Tenant shall not, during the currency of this Lease, be entitled to

withhold, delay or defer payment of any amounts due in terms of this Lease,

or apply set off in respect thereof, for any reason whatsoever.

22. Various Obligations

Tenant

22.1 The Tenant shall:

22.1.1 not permit the growth upon the Premises of noxious weeds

and shall comply with the provisions of any law relating to

the eradication of such weeds;


22.1.2 at all times keep the Premises and the Improvements in a

clean, orderly and sanitary condition to the reasonable

satisfaction of the Landlord;

22.1.3 at all times comply with the Landlord’s environmental

policies, procedures and other applicable regulations (as may

be amended from time to time) and shall do everything

reasonably required to maintain and uphold the

environmental standards applied on the Property as well the

applicable the Petroleum and Gas Standards;

22.1.4 conduct its Business so as not to cause a nuisance or danger

to the occupants of neighbouring properties or third parties

or the public at large or to amount to a contravention of any

statutory regulation or by-law;

22.1.5 not, save in so far as it may reasonably be necessary for the

Tenant to conduct its Business on the Premises, keep or store

on the Premises explosives or flammable goods, substances

or liquids;

22.1.6 not do or display anything, which causes the Premises to

appear unsightly, and

22.1.7 subsequent to the Tenant being in full occupation of the

Premises and the Premises being in full use for the purpose

envisaged not allow the Premises to remain unused for a

period of more than three (3) months without the prior

written consent of the Landlord.

22.1.8 for the duration of this Lease ensure compliance with the

Labour Act No. 11 of 2007 (as amended) including

remuneration and other conditions of work.

22.1.9 maintain good industrial relations with its employees and

take reasonable precautions to prevent any unlawful, riotous

or disorderly conduct by or among its employees and the

Landlord shall forthwith be informed of any labour disputes

or employment issues.

Landlord

22.2. The Landlord shall:

22.2.1 where applicable, provide the Tenant with locality plans of

the Premises and shall be responsible for demarcating the

boundary lines of the Premises by the erection of beacons or

other suitable means.


22.2.2 where applicable, indicate on the plan the point or points and

the routing by means of which various services are available

to the Premises;

22.2.3 ensure that the Premises are vacant at the time they are to be

ready for occupation by the Tenant;

22.2.4 ensure the Premises delivered shall be that agreed upon;

22.2.5 be obliged to give the Tenant such rights of entry and access

over the Landlord’s Property as is reasonably practicable to

enable the Tenant to enjoy the full use of the Premises;

22.2.6 extend to the Tenant a right to exercise all servitudes (if

any) that may be imposed for the benefit of the Premises;

22.2.5 warrant that no person with a superior title to the Property will

disturb the Tenant’s use of the Premises, unless based on reasons

such as national security, in which event this Lease will be

terminated within the period determined by the Landlord’s

shareholder notwithstanding what is contained elsewhere in this

Agreement.

23. Miscellaneous

Governing Law

23.1 This Agreement is governed by and shall be construed in accordance

with the laws in force in the Republic of Namibia.

Language

23.2 The language used for or in connection with this Agreement shall be

the English language.

Execution

23.3 This Agreement may be executed in any number of counterparts

each of which when executed and delivered shall be an original, but

all the counterparts together shall constitute one and the same

document. For the purposes of establishing whether a document is

an original counterpart, documents delivered by facsimile or by any

means of authenticated electronic transmission shall be deemed an

original counterpart.

23.4 Each Party shall (at its own expense) do and execute or procure to

be done and executed all necessary acts, deeds, documents and


things within their power as may be reasonably necessary to give

effect to this Agreement.

Costs

23.5 Each Party shall pay its own costs of and incidental to the

negotiation, preparation, execution and implementation by it of this

Agreement.

Unenforceability and Severability

23.6 In the event that any of the terms of this Agreement are found to be

invalid, unlawful or unenforceable, such terms shall be severable

from the remaining terms, which will continue to be valid and

enforceable. In the circumstances contemplated hereinbefore, the

Parties agree to meet and review the matter and if any valid and

enforceable means is reasonably available to achieve the same

object of the invalid provision, to adopt such means by way of

written variation of this Agreement.

No Set-Off

23.7 The Tenant shall not be entitled to set-off any amount due or owing

by the Tenant to the Landlord in terms of this Agreement against

any amount due or owing by the Landlord to the Tenant.

No variation

23.8 No variation of this Agreement shall be valid unless it is in writing

and signed by or on behalf of each of the duly authorised signatories

hereto.

Entire Agreement

23.9 This Agreement constitutes the full and complete consensus

between the Parties in relation to its subject matter and supersedes

all prior negotiations, understandings and agreements with respect

thereto.

No Waiver

23.10 Neither Party shall be regarded as having waived, or be precluded

in any way from exercising, any right under or arising from this

Lease by reason of such Party having at any time granted any

extension of time for, or having shown any indulgence to the other

Party with reference to, any payment or performance hereunder, or

having failed to enforce, or delayed in the enforcement of, any right

of action against the other Party. The failure of either Party to

comply with any provision of this Lease shall not excuse the other


Party from performing the latter's obligations hereunder fully and

timeously.

Remedies Cumulative

23.11 Except as expressly provided for in this Agreement, the rights and

remedies contained in this Agreement are cumulative and not

exclusive of any rights or remedies provided by law.

Third Parties

23.12 A person who is not a party to this Agreement shall have no rights

to enforce any provision of this Agreement, but this shall not affect

any right which exists or is available apart from this Agreement.

Vis Major

23.13 Neither Party shall be liable for its failure to perform any of its

obligations under this Agreement due to a cause beyond its control

(except those caused by its own lack of funds) including, but not

limited to, war, insurrection, civil unrest, adverse weather

conditions, environmental protests or blockages, acts of God, fire,

flood, explosion, strikes, lockouts or other industrial disturbances,

laws, rules and regulations or orders of any duly constituted

governmental authority or non-availability of materials or

transportation (each of which is an “Intervening Event”).

23.14 All time limits imposed by this Agreement shall be extended by a

period equivalent to the period of delay resulting from an

Intervening Event as contemplated in clause 23.13 above; provided

that a Party relying on the provisions of clause 23.13 above shall

take all reasonable steps to eliminate any Intervening Event and, if

possible, shall perform its obligations under this Agreement as far

as practical, but nothing contained herein shall require such Party to

question or to test the validity of any law, rule, regulation or order

of any duly constituted governmental authority or to complete its

obligations under this Agreement if an Intervening Event renders

performance impossible.

Breach

23.15 In the event of either Party (the “Defaulting Party”) breaching this

Agreement, the other Party (“Aggrieved Party”) may call on the

Defaulting Party by written notice to remedy its breach within

fourteen business (14) days of such notice.

23.16 Should the Defaulting Party fail to so remedy its breach, the

Aggrieved Party shall be entitled to cancel this Agreement by

written notice to the Defaulting Party, such cancellation to be


without any prejudice to the Aggrieved Party’s right to claim

damages.

23.17 If the Tenant should dispute any termination of this Agreement by

the Landlord and should remain in occupation of the Premises, the

Tenant shall continue paying the Rental and all other amounts due

in terms of this Agreement, and shall continue to fulfil any and all

other obligations in terms of this Agreement pending the

determination of such dispute. The Landlord shall be entitled to

accept such payments without prejudice to any of its other rights or

remedies in terms of law.

23.18 If such dispute is resolved in favour of the Landlord, then any such

payments will be deemed to having been paid on account of

damages suffered by the Landlord as a result of the unlawful holding

over by the Tenant of the Premises.

Dispute Resolution

23.19 In the event of any disputes arising out of this Lease, the Parties shall

first endeavour to resolve such disputes amicably on the highest

possible internal level. If an amicable solution of the dispute is not

possible within a reasonable period of time, the Parties shall follow

the procedure set out hereinafter.

23.19.1 Any dispute between the Parties in connection with the

interpretation or the application of the provisions of this

Lease, its breach or termination, or any documents

furnished by the Parties pursuant to the provisions of or

in connection with this Lease, shall, unless resolved

amongst the Parties, in accordance with clause 23.19 be

referred to and determined by Arbitration (“Arbitration”)

under and in accordance with the provisions of clause

23.19.2 to 23.19.13 below and in line with the Namibian

Arbitration Act of 1965.

23.19.2 The Parties may demand that any dispute referred to in

clause 23.19.1 be determined in terms of this clause by a

written notice to the other Party setting out a brief

description of the nature of the dispute, including the

amount involved, if any, the date on which the dispute

arose, and the relief sought.

23.19.3 The provisions of this dispute resolution clause will not

preclude any of the Parties from obtaining interim relief

on an urgent basis from a court of competent jurisdiction

pending the decision by the Arbitrator.

23.19.4 Arbitration will take place at Walvis Bay or such other

place as the Parties may agree to, with only the legal and


other representatives of the Parties to the dispute present

thereat.

23.19.5 Any Arbitration shall be conducted in English and in

accordance with the formalities and procedures settled by

the Arbitrator in his or her discretion, and may be held in

an informal and summary manner, on the understanding

that it will not be necessary to observe or carry out the

usual formalities or procedures, pleadings and discovery

or the strict rules of evidence, it being the intention that

the Arbitration will be held and completed promptly and

expediently.

23.19.6 The Arbitrator will be agreed upon by the Parties, and, if

the matter in dispute relates to: -

23.19.6.1 principally an accounting matter, a practising

chartered accountant duly admitted to

practice in Namibia and of at least ten (10)

years standing, and

23.19.6.2 any other matter, a practising legal

practitioner duly admitted to practise in

Namibia and of at least ten (10) years

standing.

23.19.7 Should the Parties fail to agree upon the appointment of

an Arbitrator within ten (10) days after the giving of

Notice in terms of clause 23.19.2 above whether or not

the dispute is principally a legal or accounting matter, the

matter will be deemed to be a legal matter and the

Arbitrator shall be appointed, at the request of either

Party to the dispute, by the President of the Law Society

of Namibia, according to the provisions of this dispute

resolution clause.

23.19.8 The decision of the Arbitrator shall be final and binding

on the Parties to the dispute, and may be made an order

of the High Court of Namibia, subject to either party

having the right to have the decision set aside in terms of

section 33 of the Arbitration Act 42 of 1965. For the

purpose of this Agreement, the Parties hereby submit to

the exclusive jurisdiction of the High Court of Namibia.

23.19.9 The Arbitrator will be entitled to make such award,

including an award for the specific performance, an

interdict, damages or penalty or otherwise as the

Arbitrator in his or her sole discretion may deem fit and

appropriate, and to deal as he or she deems fit with the

question of costs, including, the Arbitrator’s fees. An


award for costs, made by the Arbitrator is final and

binding upon the Parties and shall be carried into effect

by them.

23.19.10 The provisions of this dispute resolution clause

constitutes an irrevocable consent by the Parties to any

proceedings in terms hereof, the Parties may not consent

to withdraw or claim at any such proceedings that it is

not bound by such provisions and the Parties furthermore

agree that the provisions of this dispute resolution clause

are severable from the rest of this Agreement and will

remain in effect despite the termination of or invalidity

for any reason of this Lease or any part thereof.

23.19.11 The appointed Arbitrator conducting the Arbitration shall

be and remain at all times impartial and independent of

the Parties; and shall not act in the Arbitration as

advocates for any Party. No Arbitrator, whether before or

after appointment, shall advise any Party on the merits or

outcome of the dispute.

23.19.12 The Arbitrator shall make his or her award in writing and,

unless all Parties agree in writing otherwise, shall state

the reasons upon which his or her award is based.

23.19.13 Unless the Parties expressly agree in writing to the

contrary, the Parties undertake as a general principle to

keep confidential all awards in their Arbitration, together

with all materials in the proceedings created for the

purpose of the Arbitration and all other documents

produced by another Party in the proceedings not

otherwise in the public domain, save and to the extent

that disclosure may be required of a Party by legal duty,

to protect or pursue a legal right or to enforce or

challenge an award in bona fide legal proceedings before

a competent court of jurisdiction.

Domicilium citandi et executandi

23.20 All communications and notices by the Tenant to the Landlord shall

be in writing and addressed to:

P.O. Box 361, Walvis Bay, Namibia

Telefax: + 264 – 64 – 208 2302

To be delivered to No. 17 Rikumbi Kandanga Road, Walvis Bay

E-mail address: [email protected]



and shall be marked for the attention of Elzevir Gelderbloem

Executive : Port Engineering & ICT

23.21 All communications and notices by the Landlord to the Tenant shall

be in writing and addressed to:

P.O. Box [XXX]

Tel: +264 – [XXX] –[XXX]

Telefax: +264 – [XXX] –[XXX]

To be delivered: The Premises/ – [XXX]

E-mail address: –[XXX]

and shall be marked for the attention of –[XXX]

23.22 The Parties choose the addresses as set out in clause 23.20 and 23.21

as their respective domicilium citandi et executandi for all purposes

under this Agreement whether in respect of payment of money, the

service or delivery of court or arbitration process, notices or other

documents or all other communications.

23.23 Any notice or communication required or permitted to be given in

terms of this Agreement will be valid and effective only if it is in

writing, but where, in terms of this Agreement, any communication

is required to be in writing, the term “writing” will include

communications by telefax and e-mail.

23.24 Any Party may by written notice to the other Party change its telefax

number, or the address chosen as its domicilium address, to another

telefax number, address which is not constituted exclusively by a

post office box address; such change will become effective on the

fifth (5th) business day from date of deemed receipt of the notice by

the addressee.

23.25 Any notice to a Party sent by prepaid registered post (by airmail if

appropriate) in a correctly addressed envelope to it at its domicilium

address will be deemed to have been received on the fourteenth

(14th) business day after posting (unless the contrary is proved).

23.26 Any notice to a Party delivered by hand to a responsible person

during ordinary business hours at its domicilium citandi et

executandi will be deemed to have been received on the day of

delivery (unless the contrary is proved).

23.27 Any notice to a Party sent by telefax to its chosen telefax address

will be deemed to have been provided, unless the contrary is proved

at 12h00 noon of the first (1st) business day following the issuance


by the transmitting telefax machine of a report confirming correct

transmission of all the pages of the document containing the notice.

23.28 Notwithstanding anything to the contrary herein contained, a written

notice or communication actually received by a Party will be an

adequate written notice or communication to it notwithstanding that

it was not sent to or delivered at its chosen domicilium citandi et

executandi.

Review of Agreement

23.29 The Parties acknowledge and agree that due to the long-term nature

of this Agreement circumstances may arise that were neither

contemplated nor foreseen by the Parties at the Signature Date of

this Agreement. Accordingly, and during the currency of this

Agreement, either Party may reasonably and by written notice call

on the other Party to review any particular matter contained in or

relating to this Agreement, in which case the Parties shall

communicate and engage each other in good faith within two (2)

months of such notice with a view of addressing the matter in

question.

Revenue Stamps

23.30 Unless this Lease is lawfully exempted by the Government of the

Republic of Namibia (acting through its relevant Ministry or the

revenue authorities) from payment of stamp duties, the Landlord

shall be entitled to recover from the Tenant stamp duties payable on

this Lease in terms of the provisions of the Stamp Duties Act, 1993,

such stamp duties to be paid on demand by the Landlord but

otherwise in accordance with relevant directives (if any) from the

Government of Namibia (acting through its relevant Ministry or the

revenue authorities).

Termination

23.31 This Agreement shall be terminated in the event that:

23.31.1 the Lease Period has expired;

23.31.2 the Parties mutually agree in writing to terminate this

Agreement;

23.31.3 at the option of the non-defaulting Party, in the event of

the dissolution or liquidation of the other Party or where

a judicial manager, Receiver or similar officer has been

appointed in respect of the defaulting Party or any

material part of the other Party’s assets;


23.31.4 at the option of the non-defaulting Party, if the other Party

becomes bankrupt or insolvent. As regards the Tenant, it

includes a situation where the Tenant commits or

performs an act which would constitute an act of

insolvency as specified in section 8 of the Insolvency Act

No. 24 of 1936. In the event where sub – letting to a close

corporate or company is approved by the Landlord, and a

resolution is passed in writing for its voluntary winding

up pursuant to section 67 of the Close Corporations Act

No. 26 of 1988 (or section 354 of the Companies Act No.

28 of 2004, whichever is applicable) or where a Party

finds itself in circumstances which would entitle a

competent court to make an order for its winding up under

section 68 of the Close Corporations Act No 26 of 1988

(or section 354 of the Companies Act No. 28 of 2004,

whichever is applicable) (or in the case of a company

where any person entitled by section 351 of the

Companies Act No. 28 of 2004 institutes an application

against the Tenant for winding up.)

23.31.5 at the option of the non-defaulting Party (the "Aggrieved

Party"), in the event that the other Party (the "Defaulting

Party") materially breaches this Agreement and such

material breach is not remedied within thirty (30) days (or

such longer period as the Aggrieved Party may in its sole

discretion decide) of service by the Aggrieved Party of a

written notice demanding such rectification;

23.31.6 at the option of the Landlord (upon giving the Tenant no

less than one month written notice), if the Tenant fails, for

a consecutive three (3) month period, to pay the Rental

Fee in accordance with the terms of this Agreement;

23.31.7 the Premises remains unused (or if there is no activity or

progress) for the period alluded to under sub – clause

22.1.7 without the Landlord’s prior written consent.

23.32 The date on which such termination occurs in accordance with

Clause 23.31 shall be hereinafter referred to as a “Termination

Date”.

23.33 Termination of this Agreement shall be without prejudice to the

rights of any Party accrued prior to such termination, or under any

provision which is expressly stated not to be affected by such

termination including in respect of any prior breach of this

Agreement.

23.34 Notwithstanding anything herein contained, this Agreement may be

terminated by either Party for any reason whatsoever by giving the

other Party at least six (6) months’ notice to that effect.


Relocation

23.35 It is specifically recorded that the Landlord shall have the option at

any time during the currency of this Agreement to relocate the

Tenant to alternate and reasonably comparable Premises in terms of

land size (“the Alternate Premises”), provided that a notice of

relocation is given to the Tenant in writing.

23.36 The Tenant shall have thirty (30) business days from date of receipt

of a Notice of Relocation to relocate to the Alternate Premises and

the Tenant shall in such event bear the costs of relocation and ensure

that the Premises is restored to the same condition that it was in at

Commencement Date of this Agreement, fair wear and tear

excepted.

23.37 In the event that the Landlord and the Tenant cannot agree on thirty

(30) business days written notice by the Landlord to the Tenant on

the size, location or condition of the Alternate Premises, then the

Landlord shall have the right to terminate this Agreement following

thirty calendar (30) days written notice to the Tenant,

notwithstanding what is recorded in clause 23.31 or 23.34 above.

Confidentiality

23.38 Each Party undertakes not to disclose the contents of this Agreement

in whole or in part to any third party other than its auditors, office

bearers or legal advisor(s) without the prior written consent of the

other Party.

Faxed or Scanned Agreement

23.39 This Agreement shall be valid and binding upon the Parties thereto,

notwithstanding that one or more of the Parties may sign a faxed or

scanned copy thereof, however, such faxed or scanned copy shall

contain the signatures of the both Parties.

Servitude, Wayleaves, Easements, Rights-of-way and related Encumbrances

23.40 The Tenant acknowledges that the Property is and may be subject to

such servitudes, wayleaves, easements and/or rights-of-way and/or

other permitted encumbrances which are currently registered on the

title of the Property and/or may be granted to other tenants throughout

the duration of this Agreement, and which the Tenant agrees to comply

with at all times, subject to sub – clause 23.41 and 23.42 below or any

other reasonable directives that may be issued by the Landlord.

23.41 The Landlord specifically reserves the right to cross the Premises with

servitudes, wayleaves, easements and/or right-of-ways and/or


easements for drainage, utilities, pipelines, cables, conduits, access or

other purposes required in connection with the operation of other

tenant’s businesses or leases, as long as the exercise of such right does

not substantially interfere with Tenant's use of the Premises, and

where required a separate agreement must be concluded with such

other tenant(s) to the satisfaction of and final approval by the

Landlord.

23.42 The Tenant therefore undertakes that should any approved servitudes,

wayleaves, easements and/or rights-of-way and/or other permitted

encumbrances of another leased premises run across, on, over or under

the Premises, the Tenant shall, if and where required, enter into a

mutual written agreement with such other tenant(s) or grantee(s)

(including in respect of the required access to be granted for

constructing, erecting, furnishing, laying, inspecting, maintaining,

servicing, repairing or decommissioning of any pipes or works), that

is, on terms and conditions that are not inconsistent with this

Agreement and which agreement must finally be approved by the

Landlord and shall not interfere with port operations, safety of

navigation and marine traffic and/or other tenants’ businesses,

operations and/or activities on the Property.

Waiver of Sovereign Immunity

23.43 Any Party that now or hereafter has a right to claim sovereign

immunity for itself or any of its assets hereby waives any such

immunity to the fullest extent permitted by the laws of any applicable

jurisdiction. This waiver includes immunity from (i) any expert

determination, mediation, or arbitration proceeding commenced

pursuant to this Agreement; (ii) any judicial, administrative or other

proceedings to aid the expert determination, mediation, or arbitration

commenced pursuant to this Agreement; and (iii) any effort to

confirm, enforce, or execute any decision, settlement, award,

judgment, service of process, execution order or attachment (including

pre-judgment attachment) that results from an expert determination,

mediation, arbitration or any judicial or administrative proceedings

commenced pursuant to this Agreement. Each Party acknowledges

that its rights and obligations hereunder are of a commercial and not a

governmental nature.

23.44 For the avoidance of doubt, the Tenant acknowledges that the rights

and obligations, as contained in this Agreement, constitute private and

commercial acts by the Tenant. Accordingly, the Tenant hereby

irrevocably waives, for the purposes of the Lease and the provisions

of this Agreement only, any and all rights to claim sovereign immunity

from jurisdiction and execution against the Landlord.


Change of Ownership

23.45 If at any time during the term of the Agreement there shall be a proposed or

actual Change of Control of one of the Parties, then such Party shall

promptly notify the other Party in writing thereof.

23.46 Within 30 calendar days of becoming aware or receiving notice of the

Change of Control, the Party receiving such notice shall by written notice to

the other Party either consent to the Change of Control or reject the Change

of Control. If such Party rejects the Change of Control, this Agreement shall

terminate by immediate effect, but subject to and upon, the completion of

the actual Change of Control.

23.47 For the purpose of this clause, ‘Change of Control’ means:

23.47.1 the sale of all or substantially all assets of one of the Parties in

connection with any merger, consolidation or acquisition of any of

the Parties with, by or into another corporation, entity or person, or

any direct or indirect change in the ownership of more than fifty per

cent (50%) of the voting shares of any of the Parties in one or more

related transactions; or

23.47.2 the possession, direct or indirect by any person or entity other than

as presently exists, of the power to direct or cause the direction of the

management and policies of any person or entity Controlling any of

the Parties, whether by the ownership of voting share and/or exercise

of voting rights, by contractual rights or otherwise.

23.48 For the avoidance of doubt, any internal reorganisation, restructuring,

change of Accounting Officer (Chief Executive Officer) and change of

Board Members shall not be considered a Change of Control.

No Partnership

23.49 Nothing in this Agreement shall be construed as creating a corporation,

partnership or joint venture between the Parties, and neither Party shall so

represent or hold out to any third party.

23.50 No Party shall act as the agent of the other, and has no authority whatsoever

to incur any liabilities, make contractual commitments or otherwise bind or

commit the other Party in respect of any matter whatsoever. The Parties may

not use or refer to any of the other Party’s marks, or any marks or names of

any of the other Party’s customers, in any way.

23.51 No Party shall appear in court, arbitration or mediation on behalf of the other

Party or accept service of summons, writs or any other notice of legal

proceedings on behalf of the other Party, but shall instead immediately

inform the other Party, should it receive any such proceedings.


FOR AND ON BEHALF OF THE LANDLORD:

THUS DONE and SIGNED at WALVIS BAY on this the ______ day of

_________________ 2021.

AS WITNESSES:

1._______________________________

ACTING EXECUTIVE: COMMERCIAL

2._______________________________

__________________________________

LEGAL ADVISOR ANDREAS KANIME

CHIEF EXECUTIVE OFFICER

FOR AND ON BEHALF OF THE TENANT:

THUS DONE and SIGNED at _________________ on this the ____ day of

_________________ 2021.

AS WITNESSES:

1._______________________________

2._______________________________

________________________

__________ [XXX]

[XXX]


SCHEDULE 1

SCHEMATIC DEPICTION OF PREMISES


SCHEDULE 2

SHEQ Policy


Section VII - Contract Forms

The forms for Performance Security shall only be completed by the successful Bidder after

contract award.


APPENDIX TO CONTRACT

PERFORMANCE SECURITY (BANK GUARANTEE)

[The bank, as requested by the successful Bidder, shall fill in this form in accordance

with the instructions indicated]

Date: [insert date (as day, month, and year) of Bid Submission]

Procurement Reference No. and title: [insert no. and title of bidding process]

Bank’s Branch or Office: [insert complete name of Guarantor]

Beneficiary: [insert complete name of Landlord]

PERFORMANCE GUARANTEE No.: [insert Performance Guarantee number]

We have been informed that [insert complete name of Tenant] (hereinafter called "the

Tenant") has entered into Contract No. [insert number] dated [insert day and month],

[insert year] with you, for the lease of property, making of improvements and

conducting of operations and maintenance [description of goods and related services]

(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, a

Performance Guarantee is required.

At the request of the Supplier, we hereby irrevocably undertake to pay you any sum(s)

not exceeding [insert amount(s) in figures and words] upon receipt by us of your first

demand in writing declaring the Supplier to be in default under the Contract, without

cavil or argument, or your needing to prove or to show grounds or reasons for your

demand or the sum specified therein.

This Guarantee shall expire no later than the [three years after the date of contract

signature], and any demand for payment under it must be received by us at this office

on or before that date.

..........................................Bank’s seal and authorized signature(s)....................................

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