Procurement assessment · one frame for every inbound offer

# Every offer gets assessed the same way, scored against evidence, and turned into a position.

A standard frame for reviewing any inbound commercial offer: power supply, equipment, EPC, colocation, site services. The review moves through eight sections, from a one page summary to a gate decision, and no offer passes the gate carrying an unexamined term.

Document control

Offer reference
Counterparty short name + date received
Offer version
Opening proposal / Revised (n) / Best and final
Review version
v1.0
Reviewer
Name, role
Review date
DD Mon YYYY
Sign-off required
Per thresholds in Section 07
01 · Offer summary · one page maximum

# If the summary cannot fit on one page, the offer is not yet understood.

Counterparty
Legal entity that signs. The actual contracting party, not the brand.
Sponsor / parent
Who stands behind them. State whether the sponsor guarantees the counterparty's obligations. If unstated in the offer, record as: not guaranteed.
Offer scope
What is being offered: technology, capacity in MW, site, delivery phasing
Headline price
Primary price metric as quoted, plus the all-in equivalent in a common unit ($/MWh, $/kW, $/unit)
Term
Contract length, extension options, effective start
Total contract value
Life-of-contract committed value at headline pricing, USD millions
Decision deadline
When they need an answer, and what expires if we miss it
What they actually want
The real ask, one sentence. Often not the headline: credit support, pre-FID capital, exclusivity, land, offtake commitment. Force it to the surface here.
Status
Opening proposal / Revised / Best and final
02 · Deal anatomy · five layers, always

# Every commercial offer has all five layers, whether or not the document presents them.

#### Layer 1Scope and technical

- What gets built or delivered, in what phases, on what timeline
- Design maturity: studies completed vs offered vs absent
- Interfaces with our infrastructure (electrical, thermal, network, civil), dry cooler path visible in any architecture assessed
- Performance basis: efficiency, heat rate, availability, ERE alongside PUE where relevant

#### Layer 2Price mechanics

- Every charge component listed separately: fixed, pass-through, indexed, escalating
- What is excluded from the headline price and added back elsewhere
- Indexation mechanics: what index, what band, what cap
- Reconcile all components to one all-in unit price for comparison

#### Layer 4Commitment profile

- Cash out by month: pre-signature, signature to FID, post-FID, through COD
- Letters of credit, guarantees, deposits: face value, trigger, expiry of each
- What is refundable, when refundability ends, cancellation cost at each milestone
- Debt-equivalence: how a lender or rating agency would size this obligation against our balance sheet

#### Layer 5Exit and downside

- Termination rights on each side, and their price
- Buyout options and formula
- Failure scenarios at each stage: pre-FID death, construction failure, post-COD default, demand never materialising
- If equipment is involved: liquidation waterfall, secondary market depth for the specific units, realistic recovery vs face value

Layer 3 · Risk allocation

##### Risks we carry

- Commodity / fuel / input price
- Demand, load ramp, utilisation
- Construction cost overrun (via indexation)
- Counterparty credit / performance
- Equipment residual value (if backstopping)

##### Risks they carry

- Schedule / delivery date
- Permitting
- Operations and maintenance

Prompts, not defaults to accept. A risk not listed in the offer sits with us by default. Move risks across this table during negotiation and record the movement in Section 06.

03 · Scoring matrix · eight criteria, weighted to 100

# Score 1 to 5 against market. Five is better than market in our favour, three is at market, one is off-market against us.

Automatic red flag rule: any score of 1 on Price, Risk Allocation, or Pre-FID Exposure flags the offer regardless of total. A red-flagged offer cannot pass the gate in Section 07 without the flagged term being renegotiated or explicitly accepted in writing at founder level.

Criterion Weight Score 1 to 5 Weighted Evidence ref (Section 04)
Price vs market benchmark
20
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Risk allocation fairness
20
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Counterparty credibility
15
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Schedule confidence
10
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Flexibility
10
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Pre-signature / pre-FID exposure
10
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Strategic fit
10
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Contract completeness
5
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Total
100
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Scoring anchors

Criterion Score 5 looks like Score 1 looks like
Price
Below the market range on the all-in unit price, evidenced by two or more independent sources
Above the market range with no justifying premium
Risk allocation
Each risk sits with the party best able to manage it; overruns and schedule with them
Commodity, overrun, demand, and residual risk all with us
Counterparty
Contracting entity has delivered this exact scope at this scale; sponsor guarantees in writing
First-of-a-kind for the team; sponsor named but not obligated
Schedule
Delivery dates backed by secured supply chain and completed permitting precedent
Dates depend on unsecured equipment slots or untested permitting
Flexibility
Capacity ramps with our load; short initial term with extensions; priced exit
Flat full commitment from day one, no exit before term end
Exposure
No cash or credit support before their FID
We fund or backstop their pre-FID capital with weak recovery
Strategic fit
Advances the thesis and creates optionality beyond this deal
Locks us out of alternatives or conflicts with the thesis
Completeness
All commercial terms defined and priced
Material terms referenced but undefined: shares, bands, remedies
04 · Benchmark evidence · every priced term gets a row

# This section justifies the scores. It is fed by deep research and holds the sources.

Standing rule: no score of 3 or above on Price without at least two independent benchmark sources per priced term.

Term Their number Market range Source(s)Verdict
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Below / At
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High-market
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Off-market
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Source quality

·

Prefer primary: regulatory filings, company announcements, OEM disclosures, earnings calls.

·

Analyst and LCOE studies (Lazard, BCG, Wood Mackenzie class) acceptable as ranges.

·

Vendor marketing and aggregators: context only, never a core benchmark.

·

Date every benchmark. Equipment and capacity pricing in this market moves quarterly.

05 · Red flags and undefined terms · two lists, one goes back to them

# Flag what is dangerous. List what is missing. The missing list becomes the question list we send back.

5.1 · Red flags off-market against us or structurally dangerous

Term Why it is dangerous What clears it
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5.2 · Undefined terms referenced but not specified

Percentages, band widths, remedy structures, revenue shares, formulas. Everything the offer points at but does not pin down.

Referenced term What is missing Question to send back
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06 · Negotiation map · this is the brief, no separate document

# Three tiers. Each entry states our target and our walk-away.

#### Tier 1 · Must moveDeal-breakers as offered

We do not sign with these terms in their current form.

Term · their position · our target · walk-away
Term · their position · our target · walk-away

#### Tier 2 · Should moveMeaningful value, likely winnable

Terms where movement is worth real money or real risk transfer.

Term · their position · our target · walk-away
Term · their position · our target · walk-away

#### Tier 3 · Trade candidatesConcessions we can give

Price each concession before offering it. Trade only against Tier 1 and Tier 2 movement.

Concession · value to them · cost to us · trade against
Concession · value to them · cost to us · trade against
07 · Next steps and gate decision · one outcome, owned actions

# Before the gate, the reviewer argues against their own recommendation.

Best argument against this recommendation: one to three sentences stating the strongest case against the reviewer's own position. Mandatory field. Insurance against deal momentum.

Counter-argument
Reviewer completes before selecting the gate outcome below

Gate outcome · select one

#### Proceed to term sheet

Offer passes as scored. No red flags outstanding.

#### Proceed with conditions

List every condition. Each needs an owner and a date in the actions table.

#### Request revised offer

Attach the 5.2 question list and the Tier 1 positions.

#### Decline

State the primary reason in one sentence.

Actions

Action Owner Date due
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Information still needed

Item From whom Blocking which section
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Sign-off thresholds · set once at company level, held constant

Trigger Sign-off required
Pre-FID or pre-signature exposure above USD [X] million
Full founder review
Term above [Y] years
Full founder review
Any red flag accepted rather than renegotiated
Founder acceptance in writing
All other offers
Reviewer + one founder
08 · Standard graphics · five visuals carried by every completed review

# Redraw each with the offer's own labels and numbers, and the set reads as one family.

The Heat Map · risk allocation
Plot every Section 02 risk by probability and impact. Colour by who carries it: stop red for us, steel for them, warm for shared. Anything of ours in the top right corner is a Tier 1 negotiation item.
The Exposure Curve · cash at risk
Cumulative committed dollars month by month from signature through FID to COD. Refundable amounts pale, nonrefundable solid, deepening as recovery weakens. The peak bar is the number the gate decision is really about.
The Scorecard · offers compared
Paired horizontal bars per criterion, one colour per offer. Bars compare more honestly than radar shapes: length is the score, nothing hides in the geometry. Overlay a third offer by adding a third bar.
The Bands · price vs benchmark
One row per priced term from Section 04: shaded bar is the evidenced market range, the dot is their number. Green dot at or below mid-range, warm dot high in the band, stop red outside it. Lazard range charts are the model.
The Verdicts · flag table
The closing graphic of every review: each major term with its verdict on one line. Green at or below market, warm high-market, red off-market, steel undefined. This is the page a founder reads first.