ISRAEL AIRPORTS AUTHORITY Incorporated by the Israeli ...

טלפון : 9750587 - 03, 03-9750581 פקס : 9711296- 03– 7015001כתובת : ת"ד 7, נמל התעופה הבינ"ל בן- גוריון 1

Address : P.O.Box 7, Ben-Gurion International Airport 7015001, Phone:972 3 9750587, Fax:972 3 9711296

ISRAEL AIRPORTS AUTHORITY

Incorporated by the Israeli Airports Authority Act, 1977

Open Tender No. 2014/070/0098/00 for the Design, Supply, Installation, Commissioning and Maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be Established, on a "turn-key" basis, in the Energy Center in the Ben-Gurion International Airport

1. General

The Israel Airport Authority (the "IAA"), hereby requests proposals to participate in an open tender for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator (the "Power Plant") to be established, on a "turn-key" basis, in the Energy Center in the Ben-Gurion International Airport (the "Project"), all in accordance with the instructions for the bidders specified in this Request for Proposals (the "RFP") and based on the terms and conditions stipulated in the Tender Documents (as defined below) (the "Tender").

This Tender is a competitive process conducted according to the Israel Mandatory Tenders Law 5752-1992, and the Tender Regulations 5753–1993. It is hereby emphasized that any reservations, comments or clarifications a Bidder may have regarding the terms any of the Tender Documents, including this RFP and the Contract, should be submitted to the IAA as a Clarification Request (as defined under section 16below) prior to the submission of the Proposal to the Tender. Furthermore it is clarified, that Bidders should not seek to alter any contractual terms and no changes to the terms and conditions of the Contract will be accepted by the IAA and after Submission Date.

2. Project Overview

The IAA is interested in increasing the production capacity of the existing energy center in Ben Gurion International Airport, which currently includes 4 dual fuel generators manufactured by STX Korea, with a total capacity of 12MW (the "Existing Energy Center"), in order to provide a solution for emergencies as well as for normal operation of the airport.

The IAA is interested in the establishment of a new Power Plant and the procurement of a fifth generator that will be designed for dual fuel operation, namely, both light fuel oil and natural gas (the "New Generator"). The control system of the New Generator will be integrated with the control system of the Existing Energy Center for the purpose of synchronization and load sharing control capabilities, in an island mode type operation, so that in the event of power failure, the New Generator will be able to work independently and provide the IAA with 6-7 MW capacity that will enable the operation of most vital systems of Terminal 3 in the Ben Gurion International Airport.



The project will be divided into three phases:

Phase 1 – initial operation with light fuel –

The New Generator (number 5) will be used as an emergency standby power source to the local commercial power supply to the Ben Gurion Airport. The New Generator shall be equipped with all necessary means for emergency and continuous operation in parallel with the grid or in island mode as stand-alone or as part of the whole power plant, and shall be capable of both fuel and gas operation.

The control system of the New Generator shall be required to integrate with the control system of the Existing Power Plant for synchronization and load sharing control capabilities in an island mode type operation.

Phase 2 (optional) – operation with natural gas – implementation of this phase depends on the availability of natural gas supply to the New Generator and receipt of license for production of electricity. At this phase, the contractor will connect the natural gas system to the New Generator for daily operation of the New Generator using either natural gas or light fuel. The intention of the IAA in the implementation of this phase is to operate the diesel generator continuously on daily basis with natural gas for production of electricity and as a primary source of power to the airport.

Phase 3 (optional) – co-generation - implementation of this phase depends on the implementation of the phase 2 and the purchase of an absorption chiller. At this phase, the absorption chiller will operate in-conjunction with the generator producing electricity and chilled water as a Co-Generating System.

The New Generator will be installed in a new extension of the Existing Energy Center, in a designated building that will be built by the IAA (through a subcontractor on its behalf) (the "New Energy Center"). The IAA has already designed the New Energy center, including high level design of the electricity rooms, auxiliary systems, electrical panels, that are required for the establishment of the Power Plant, including the layout and programme for positioning the New Generator. The IAA shall build the designated building, including all external infrastructures up to building shell stage. As part of the Project, the contractor will be required to perform the detailed design of the electricity rooms, control systems and auxiliary systems, including the design of the interfaces to the existing IAA infrastructures and systems. The contractor will be required to supply and deliver the New Generator and establish the Power Plant, including the electricity rooms, control systems, auxiliary systems and electric panels, in accordance with the design prepared by the contractor and as approved by the IAA. The detailed design of the electricity systems in the New Energy Center will be prepared and executed by the contractor, and must be signed by a local certified electrical engineer, on behalf of the contractor.

The above is a brief general overview of the Project provided for the convenience of the Bidders. A detailed description of the Project and any works included therein can be found in the Contract and its annexes. It is clarified, that the above shall not derogate from any of the Awarded Bidder's obligations in connection with the Project and/or the Tender, and in the event of any discrepancy between the provisions of the Contract (and any of its annexes) and the abovementioned, the stricter requirement on the Bidder’s part shall apply.



3. Tender Documents

3.1. This RFP, including all appendices listed below, together with the Contract for the Design, Supply, Installation, Commissioning and Maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben-Gurion International Airport (the “Contract”) and any appendices thereto shall constitute the tender documents (the "Tender Documents"):

Appendix A Technical Specifications

Appendix B Bidder's Statement Form

Appendix B1 Generator Supplier's Statement Form

Appendix B2 Chiller Supplier's Statement Form

Appendix B3 Israeli Entity Affidavit

Appendix C Price Proposal Form

Appendix D Bid Bond Form

4. Time Schedule

4.1. Without in any way limiting the right of the IAA to change or postpone any of the following dates in accordance with the provisions of this RFP, the expected schedule for the Tender and the submission of Proposals is as follows:

Date of Issuance of RFP - October 19 , 2015

Last date for Bidders' Questions - November 15 , 2015

Last Date for Submission of Alternative Design Proposal, as specified in section 11

- December 21 , 2015

Bidders Tour and Conference - November 18 , 2015

Submission Date - February 22 , 2016

Validity of the Proposals and Bid Bond - October 31 , 2016

4.2. The IAA shall be entitled, at any time, to change and/or postpone any of the abovementioned dates. Notification of such changes shall be delivered to all Bidders pursuant to the provisions of Section 7 (Addenda) below. In any event of such extension, the rights and obligations of the IAA and of the Bidders previously subject to such deadlines shall be extended accordingly. For the removal of doubt it is clarified, that nothing herein shall be construed as granting an extension of any kind.

4.3. Any change and/or extension as aforementioned shall not derogate from any of the IAA's rights according to the Tender Documents and any applicable law, and the Bidders hereby irrevocably waives and shall be prevented from raising any claim and/or demand in this regard.



5. Invitation for Proposals

5.1. In connection with the aforementioned, the IAA invites any person and/or entity which complies with the requirements of this RFP (the "Bidder") to submit its proposal, including, inter alia, its sealed competitive Technical Proposal and Price Proposal (as defined hereunder) (the Technical Proposal and Price Proposals, shall hereinafter be referred to together as the "Proposal"), all as stipulated herein and based upon the terms, covenants and provisions of this RFP and the Tender Documents.

5.2. The IAA reserves the right to reject any or all Proposals and/or to reissue and/or to cancel this Tender process, and/or to alter or amend this RFP, for any reason and at its sole discretion.

5.3. The Tender Documents can be reviewed at the IAA Offices and on the Website (as defined below). A printed copy of the Tender Documents can be obtained through the Website or at the IAA Offices in digital format (CD) (as a PDF file).

5.4. For the avoidance of doubt, it is clarified that the Bidder shall not be entitled to make any modification of any kind in the Tender Documents (including in any Addenda issued by the IAA). Furthermore, it is clarified that the printed version of the Tender Documents that was deposited in the Tender Box (as defined below) shall be the sole binding copy in respect of this Tender (the "Binding Copy").

5.5. In this respect, it is emphasized that any other copy of the Tender Documents, including, without limitation, a copy which was printed by the Bidder as aforesaid from the Website and/or any Proposal Form and/or any Bidder Statement Form submitted by any Bidder through any digital media, and any other document which was edited by the Bidder and submitted to the IAA, shall not replace the Binding Copy and shall not prevail over the Binding Copy.

6. Review of the Tender Documents and Participation Fee

6.1. Any person and/or entity requesting to participate in the Tender shall be entitled to review the Tender Documents as follows:

6.1.1. At the offices of the IAA at Ben Gurion International Airport, Terminal 1, Room B209 on the2nd floor (the "IAA Offices"), Sunday through Thursday between 09:00 to 12:00.

6.1.2. On the IAA website: www.iaa.gov.il (the "Website") .

6.2. Any Addenda (as defined in Section 16 hereunder) issued by the IAA shall constitute an integral part of the Tender Documents, and can be reviewed by any person at the IAA Offices and/or on the Website, as specified above.

6.3. Participation in this Tender is subject, inter alia, to the payment of participation fee in the amount of NIS 15,000 (fifteen thousand New Israeli Shekels), including V.A.T, (the "Participation Fee"). Any entity interested in participating in this Tender shall pay the Participation Fee to the IAA in one of the following ways:

6.3.1. By cash or check - at the IAA Revenue Department located in the entrance floor of the IAA main office building at Ben Gurion International airport, Sunday to Thursday between 09:00 to 12:00, no later than November 17, 2015.

6.3.2. By credit card - through the Website, not later than November 16, 2015 at 23:30.



6.4. A Bidder that did not pay the Participation Fee on or before the specified dates shall not be entitled to submit a Proposal, and any Proposal submitted by such Bidder will be disqualified.

6.5. Together with the payment of the Participation Fee, each Bidder shall provide the IAA with its updated contact details, including its full name, identification number, address, phone number, facsimile number and e-mail address.

6.6. The IAA shall deliver to the Bidder (to the address provided by such Bidder as aforesaid) a receipt for the payment of the Participation Fee, bearing the Bidder's name, and duly signed by the IAA authorized representative.

6.7. The IAA shall not be responsible and shall carry no liability for any damage and/or malfunction and/or loss and/or expense and/or payment, of any kind whatsoever, incurred by a Bidder and/or to anyone on its behalf, due to any fault and/or error and/or omission, of any kind, in respect with the details stipulated by the Bidder in accordance with Section 6.5 6.5 above, including any damage and/or malfunction and/or loss and/or expense and/or payment caused due to any fault and/or error and/or lack of availability of the Website, and the Bidder hereby irrevocably waives and shall be prevented from raising any claim and/or demand in this respect.

7. Threshold Requirements

Only Bidder who fully meets all the threshold requirements stipulated in this Section 6 (the "Threshold Requirements"), shall be entitled to participate in the Tender:

7.1. Bidder who is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

A Bidder who was not incorporated in Israel (a "Foreign Corporation"), must also demonstrate that neither the Bidder nor any interested party therein nor directors or officers thereof are be residents or nationals of a country which does not have diplomatic relations with the State of Israel and/or of a country which does not have full trade relations with the State of Israel.

7.2. Bidder, who designed and established, by itself or through a subcontractor on its behalf, during the 10 years prior to the Submission Date, at least three (3) power plants, with total capacity of 5-10 Mw each (in this section the "Power Plants") and/or who performed, as a subcontractor, within the framework of the establishment of the said Power Plants, high voltage electrical work, low voltage electrical work and command and control works (the "Electrical Works Contractor"), and that all of the following conditions are met in each of the above mentioned Power Plants:

7.2.1. Each of the Power Plants was delivered to the customer after having passed delivery and acceptance tests, and is operational as at Submission Date;

7.2.2. At least one dual fuel generator (generator working on liquid fuel and gas) with a capacity of at least 5Mw was installed in each of the Power Plants;

7.2.3. Each Power Plant is connected directly to the local grid (power plant that is not in E-Mode configuration);

7.2.4. As at the Submission Date, each of the Power Plant is used for production of electricity;



7.2.5. At least one absorption chiller with a capacity of at least 500 tons of refrigeration was installed and work in co-generation mode in at least one of the Power Plants;

In the event that the Bidder wishes to rely on its experience as an Electrical works contractor for compliance with this Threshold Requirement, then the Bidder is also required to be a "Registered Contractor" pursuant to the Registration of Contractors for Construction Engineering Works Law, 5729-1969 ("Contractors Registration Law") having classification of field 160 (electrical engineering) classification 5-A ( 5- א 160 ). In the event that the Bidder is a Foreign Corporation, the abovementioned classifications shall not be required at the Tender stage provided, however, that the Bidder shall be required to obtain an exemption in accordance with section 14a of the Contractors Registration Law, within 30 days as of the declaration of such Bidder as the Awarded Bidder.

7.3. A Bidder, who manufactured and supplied, during the last 5 years prior to the Submission Date, at least five (5) dual fuel generators (the "Generators"), in which all of the following conditions are met:

7.3.1. Each of the Generators has capacity of 5 Mw-10 Mw; and

7.3.2. The Generators have, as at Submission Date, not less than 100,000 engine hours, in aggregate, whereas at least one of the Generators gained at least 30,000 engine hours.

*compliance with this Threshold Requirement could be demonstrated through a subcontractor, as specified in section 8 below.

7.4. A Bidder, who manufactured and supplied, during the last 5 years prior to the Submission Date, at least twenty (20) absorption chillers (the "Chillers"), in which all of the following conditions are met:

7.4.1. At least ten (10) of the Chillers were manufactured and supplied during the last 5 years prior to the Submission Date, and have a capacity of at least 10,000 tons of refrigeration, in aggregate.

7.4.2. At least 1 Chiller powered by emission gas was manufactured and supplied in each of the last 5 years prior to the Submission Date, and each of the aforementioned Chillers has a capacity of at least 1,000 tons of refrigeration.

7.4.3. The Bidder has a testing facility suitable for performance of acceptance tests after production for chillers with a capacity of at least 1,500 tons of refrigeration.

*compliance with this Threshold Requirement could be demonstrated through a subcontractor, as specified in section 8 below.

7.5. A Bidder, whose proposed dual fuel generator and chiller comply with all mandatory requirements specified in the Technical Specifications.

7.6. A Bidder that is an entity incorporated or resident of the State of Israel must also demonstrate that:

7.6.1. The Bidder, its officers, and any Holder of Significant Means of Control, were not convicted in any offence under articles 100, 112, 237, 290, 291, 300, 305, 330, 383, 422-425 of the Israeli Penal Code, 1977 and/or under the Supervision of Goods and Services Law, 1957, and if convicted of any of the



said offences, five years or more have passed since completing serving the sentence for said offence.

For the purpose of this subsection, "Holder of Significant Means of Control" shall mean holder of twenty five percent (25%) or more of the nominal value of the issued share capital of the Bidder or of the voting power therein, and/or anyone who is entitled to appoint twenty five percent (25%) or more of the directors of the Bidder.

7.6.2. The Bidder and the Related Entity in it were not Convicted of more than two (2) offences under (a) the Foreign Workers Law (prohibition of unlawful employment and assurance of fair conditions), 1991; (b) Minimum Wage Law, 1987 and (c) Law for Increased Enforcement of Labor Laws, 2011, and if convicted of more than two (2) such offences – then, at the last date for the submission of the Proposals to the Tender, at least three (3) year have passed since the date of the last conviction.

For the purpose of this article: "Related Entity" and "Convicted" – as per its meaning under the Public Entities Transactions Law, 1976.

The IAA may elect not to disqualify a bidder that does not meet the Threshold Requirement specified in this section 7.6.2 above, in accordance with a resolution made to that end by the Tender Committee, pursuant to the provisions of article 2b(b1)(1) of the Public Entities Transactions Law, 1976.

7.7. If the Bidder is an entity incorporated or resident of the State of Israel – the Bidder has all necessary approvals pursuant to the Public Entities Transactions Law, 1976, all valid on Submission Date.

7.8. The Bidder had participated in the Bidders conference and tour (as defined below in Section 23).

7.9. The Bidder had paid the Participation Fee (by itself or by anyone on its behalf).

8. Compliance with Threshold Requirements through a Subcontractor

8.1. For the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.3 above, a Bidder shall be entitled to rely on experience acquired by a subcontractor that will supply and install as a subcontractor on behalf of the Bidder (in the event that such Bidder is announced as the Awarded Bidder in this Tender) the dual fuel generator in the Energy Center (herein: the "Generator Supplier"), provided however, that the Generator Supplier complies also with the Threshold Requirements specified in section 7.1, section 7.5 and section 7.7 above, as well as section 7.6 if the Generator Supplier is an entity incorporated or resident of the State of Israel.

8.2. For the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.4 above, a Bidder shall be entitled to rely on experience acquired by a subcontractor that will supply and install as a subcontractor on behalf of the Bidder (in the event that such Bidder is announced as the Awarded Bidder in this Tender) the absorption chiller in the Energy Center (herein: the "Chiller Supplier"), provided however, that the Chiller Supplier complies also with the Threshold Requirements specified in section 7.1, section 7.5 and section 7.7 above, as well as section 7.6 if the Chiller Supplier is an entity incorporated or resident of the State of Israel.



8.3. In the event that the Bidder relies on its experience as an Electrical Works Contractor for the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.2 above, such Bidder will be required to present on Submission Date a subcontractor who will supply and install the Power Plant, as a subcontractor on behalf of the Bidder (in the event that such Bidder is announced as the Awarded Bidder in this Tender), provided however, that such subcontractor complies with the Threshold Requirement specified in section 7.2 (as an integrator rather than as an Electrical Works Contractor) and also complies with the Threshold Requirements specified in section 7.1, and section 7.7 above, as well as section 7.6 if said subcontractor is an entity incorporated or resident of the State of Israel.

9. Eligibility and Participation

9.1. In order to participate in this Tender, a Bidder must possess the relevant qualifications and comply with the Threshold Requirements that are specified in section 7 above. Participation in this Tender process will be at all times dependent upon such Bidder compliance with all of the terms and conditions set forth in the Tender Documents, in their entirety.

9.2. It is hereby emphasized that the Threshold Requirements and any other requirements stipulated in the Tender Documents must exist in the Bidder itself, unless explicitly specified otherwise.

9.3. The submission of one Proposal by multiple entities (i.e. two or more entities who join together to submit one proposal) shall not be allowed, and any joint proposal shall be disqualified.

9.4. Notwithstanding the above, it is clarified that for the purpose of demonstrating compliance with the Threshold Requirements specified in sections 7.2- 7.4 above, the Bidder and/or the Generator Supplier and/or the Chiller Supplier (as the case may be) shall be entitled to rely on experience acquired by a legal entity, whose business operation was purchased by the Bidder and/or the Generator Supplier and/or the Chiller Supplier (respectively, and as the case may be), by way of merger and/or other transaction for the transfer of assets and/or business activity (the "Purchased Corporation").

Should a Bidder and/or the Generator Supplier and/or the Chiller Supplier (as the case may be) wish to rely on the experience of the Purchased Corporation, the Bidder must attach to its Proposal documents and information attesting the merger and/or business acquisition and the experience acquired by such Purchased Corporation for the relevant period.

9.5. A Bidder in this Tender will not be able to serve as the Generator Supplier and/or the Chiller Supplier on behalf of other participant in the Tender. A Generator Supplier and/or Chiller Supplier presented by any of the Bidders could serve as the Generator Supplier and/or the Chiller Supplier on behalf of other participants in the Tender.

9.6. Any Bidder who previously entered into a contract with the IAA, and such contract was terminated by the IAA within the three years preceding this Tender, as a result of the Bidder's non-compliance with the contract terms and breach of contract, shall not be entitled to submit its Proposal to this Tender, and in the event such Bidder does submit a Proposal – such Proposal shall be disqualified.



9.7. The IAA may, at its sole discretion, disqualify any Bidder who was announced, within the 3 years preceding this Tender, the awarded bidder in any other tender or competitive procedure issued by the IAA, and thereafter withdrew its proposal and/or provided the Tenders Committee with misleading information and/or otherwise acted during the tender process in a devious manner.

9.8. In addition, the IAA shall be entitled, at its sole discretion and subject to giving the Bidder a right of objection thereto, to prevent participation in the Tender and/or disqualify the Proposal of a Bidder with which the IAA has had a negative, bad or failed experience, in the framework of one or more previous engagement between the IAA and such Bidder, regarding services or works similar to those to be provided under the present Tender, including due to lack of trust, inappropriate behavior and/or significant dissatisfaction regarding the works and/or services provided to the IAA by such Bidder and/or anyone on its behalf.

9.9. In the event that a Foreign Corporation will be awarded the Tender, such Awarded Bidder shall be required to register as a Foreign Company ("חברת חוץ") according to section 346 of the Companies Law, 5759-1999, within 30 days as of the announcement by the IAA of award of Tender (notwithstanding the date for registration specified in section 346 of the Companies Law, 5759-1999). By such date, the Awarded Bidder shall also submit to the IAA an approval of exemption in accordance with section 14a of the Contractors Registration Law, as specified in section above. The aforementioned exemption shall also be required for a Generator Supplier and/or Chiller Supplier that are Foreign Corporations and who are subcontractors of the Awarded Bidder.

10. Bid Bond

10.1. Each Bidder must include in its Proposal an autonomic, irrevocable, unconditional bond, in the form attached hereto as Appendix D, issued by a major first class Israeli commercial bank licensed to operate in Israel that has a branch in Israel, or by an Israeli insurance company which is listed in the valid records of the Division of Capital Markets, Insurance and Savings of the Israeli Ministry of Finance on the Submission Date as an entity authorized to issue such guarantees, in accordance with the Insurance Business Control Notice (Branches of Insurance) 5745-1985 and the Control of Financial Services (Insurance) Law, 5741-1981, in the amount of NIS 100,000 (one hundred thousand New Israeli Shekels) (the "Bid Bond").

10.2. The Bid Bond shall be valid until October 31 , 2016, unless the validity is extended in accordance with the provisions of Section 10.4.

10.3. Without derogating from any of the IAA's rights and remedies under the RFP and any applicable law, the IAA shall be entitled to exercise the Bid Bond (in whole or in part) in any event that the Bidder withdrew its Proposal and/or refused to extend the validity of the Bid Bond and/or refused to sign the Contract (if awarded) on the date that was set by the IAA and/or did not provide the IAA with the guarantee as specified in Section 10.5, all according to the IAA's sole discretion and without having to provide reasons for so doing.

10.4. The IAA shall be entitled to demand that the Awarded Bidder and/or any other Bidder extend the validity of the Bid Bond for additional periods to be determined by the IAA. The validity of such Bidder's Proposal shall be extended accordingly.



10.5. In order to guarantee the fulfillment of its obligations hereunder, and as a precondition for the return of the Bid Bond, the Awarded Bidder shall furnish the IAA with the Performance Guarantee in accordance with the provisions of the Contract.

11. Alternative Design - Value Engineering

11.1. As part of the Tender process, the Bidders will be required to carefully examine the design documents prepared and provided by the IAA (the "Design Documents"), as further specified in section A.16.1 of the Technical Specifications.

11.2. It is hereby emphasized that the design of the New Energy center will be made based on the Design Documents prepared by the IAA and the building permits that were issued to the IAA based on such Design Documents. Notwithstanding the above, each Bidder may propose an alternative layout solution as part of value engineering, within the limitations and outline of the planned structure, as designed by IAA and as specified in the Design Documents (the "Alternative Design Proposal").

11.3. The Alternative Design Proposals shall include all design elements, as specified in section A.16.1 of the Technical Specifications. It is emphasized that Bidder should not include any prices or information related to its Price Proposal in the Alternative Design Proposal. Non-compliance with such requirement may result in the disqualification of the Proposal.

11.4. Bidders shall submit their Alternative Design Proposals in a sealed envelope marked "Alternative Design Proposal - Tender No. 2014/070/0098/00 for Design, Supply, Installation, Commissioning and Maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport".

11.5. The Alternative Design Proposals may be submitted to the IAA in 5 printed copies and 2 electronic copy and delivered to the designated tenders box located in the IAA's main office building, at Ben Gurion Airport, in room 140 on the 1stfloor, during business hours (Sunday through Thursday between the hours: 8:30-15:00) and no later than December 21, 2015 at 10:00 AM.

11.6. The IAA shall review the Alternative Design Proposals that were submitted by the Bidders (if any), and at its sole discretion shall be entitled to issue, as an Addendum pursuant to the provisions of section 16 below, updated design documents and/or an approval for any of the Alternative Design Proposals submitted by the Bidders, and to allow the Bidders to submit their Proposals to the Tender based on the original design provided by the IAA and/or according to any of the approved alternative designs.

11.7. Any changes to the works that are under the responsibility of the IAA and that were approved by the IAA, which will be required to be made due to the approval by the IAA of any Alternative Design Proposal, will be priced by the IAA, and the cost of such changes will be evaluated as part of such Bidder's Price Proposal. Said changes will be performed by the IAA, through a subcontractor on its behalf, and at the IAA's expense.



12. Submission of the Proposals - Instructions to Bidders

12.1. Bidders shall prepare their Proposals in accordance with the requirements of the Tender Documents and as specified in this Section 10, and shall complete all relevant parts of the attached forms in an accurate and detailed manner, disclosing all the information requested.

12.2. All Proposals, including any supplementary materials and printed literature, as well as any request for clarification shall be submitted in English or Hebrew only.

12.3. The Proposals must be submitted in 5 printed copies of which one will be clearly marked as an original. The Bidder shall also include in its Proposal a CD containing a copy of the Price Proposal in PDF and Excel format.

12.4. All documents stipulated in this Section 10 shall be duly signed by the Bidder’s authorized signatory, accompanied by Bidder’s corporate seal.

12.5. The IAA shall not allow the submission of a partial Proposal and may disqualify any Proposal that shall be partial or incomplete.

12.6. Each Bidder shall submit its Proposal for the Tender in accordance with this RFP, in a sealed envelope marked "Tender No. 2014/070/0098/00 for Design, Supply, Installation, Commissioning and Maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport”containing all of the following:

12.6.1. Bidder's Statement Form, including any and all documents as specified in the Statement Form that are required to demonstrate compliance with the Threshold Requirements;

In the event that the Bidder wishes to rely on the Generator Supplier for the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.3 above, in accordance with section 8.1 above, Bidder shall submit, instead of its response to section 3.3 of its Statement Form (Annex B), and in addition to its filled Statement Form, the Generator Supplier's Statement Form attached hereto as Appendix B1.

In the event that the Bidder wishes to rely on the Chiller Supplier for the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.4, in accordance with section 8.2 above, Bidder shall submit instead of its response to section 3.4 of its Statement Form (Annex B), and in addition to its filled Statement Form, the Chiller Supplier's Statement Form attached hereto as Appendix B2.

Bidder that is an entity incorporated or resident of the State of Israel will also submit the affidavit attached as Appendix B3 for the purpose of demonstrating compliance with the Threshold Requirement specified in section 7.6.

12.6.2. All Tender Documents, including this RFP, the Contract, and any Request for Clarification and/or Addenda issued by the IAA. All Tender Documents shall be initials/Bidders stamp or seal in each page, by the duly authorized signatory of the Bidder;



12.6.3. Invoice for payment of the Participation Fee or a printed copy of a receipt for the payment of the Participation Fee generated through the Website;

12.6.4. The Bid Bond;

12.6.5. All documents as specified in section A.17 of the Technical Specifications, which are required to demonstrate Bidder's compliance with the minimum technical requirements of the Technical Specifications and the filled in tables in Chapter K of the Technical Specifications. The information and documents provided by the Bidder in the above submittals shall bind the Bidder for all intents and purposes as part of its Proposal.

12.6.6. Bidder's Price Proposal Form, all duly filled in accordance with the

Bidders shall include in their Price Proposal the Bill of Quantities and the Efficiency Table that are attached as annexes to the Price Proposal Form.

Each Bidder shall specify in Section 1.3 of the Price Proposal Form, the PPI on the Submission Date and shall attach a reference to the authorized authority publishing the updated rate of the PPI in its country of origin.

The prices proposed by the Bidder in its Price Proposal (the "Proposed Prices") shall be stipulated by the Bidders without Israeli V.A.T (regardless of its applicability).

Each Bidder shall specify in Section 1.2 of its Price Proposal Form, the currency in which all the Proposed Prices are stipulated. For the purpose of evaluation, the Proposed Prices shall be converted to NIS according to the representative rate of exchange published by the bank of Israel known at the Submission Date.

Each Bidder shall stipulate in Section 10.2.2.3 of the Price Proposal Form, the HS Coding of the System and the Spare Parts proposed by it. "HS Coding" shall mean: a four digits (or more) tariff number of the internationally standardized Harmonized Commodity Description and Coding System (HS) for classifying traded products, developed and maintained by the World Customs Organization (WCO).

12.7. Submission Date - Proposals may be submitted to the IAA and delivered to the designated tenders box located in the IAA's main office building, at Ben Gurion Airport, in room 140 on the 1stfloor, (the "Tender Box"), during business hours (Sunday through Thursday between the hours: 8:30 – 15:00) and no later than February 22, 2016 at 10:00 AM (the: “Submission Date”).

12.8. The IAA shall be entitled, at its sole discretion, to change and/or postpone the Submission Date by posting the new Submission Date on the Website and/or by providing a written notice to the Bidders.

12.9. Any Proposals submitted after the Submission Date, shall not be opened by the IAA and shall be returned unopened to sender.



13. Validity of the Proposal

Each Proposal shall be valid until October 31, 2016 ("Proposal's Validity Date"). The IAA shall be entitled, from time to time, and at its sole discretion, to extend the Proposal Validity Date for additional periods, by submitting a written notice to Bidders.

14. Evaluation of the Proposals

The IAA's Tenders Committee will evaluate the Proposals to the Tender in accordance with the following process (the "Evaluation Process"):

14.1. Stage A – Compliance with the Threshold Requirements and General Submission Requirements and with the requirements of the Technical Specifications

The IAA shall review the Bidder's Statement Form and other documents required under Section 10 above, and shall determine whether a Bidder fully complies with all requisite Threshold Requirements and any other general requirements for the submission of the Proposal in accordance with this RFP. In addition, the IAA will determine if the Bidder complies with the minimum technical requirements as specified in the Technical Specifications.

The evaluation of the Proposals in Stage A shall be carried out on a "Go/No-go" basis and shall not be graded. Without derogating from the IAA's rights pursuant to Section 15 below, the Proposals of Bidders who do not fully comply with all the Threshold Requirements and general submission requirements shall be disqualified. The IAA shall continue and review in Stage B only such proposals of Bidders who successfully passed Stage A.

14.2. Stage B - Price Proposal:

14.2.1. The IAA shall continue to evaluate the Price Proposals of such Bidders that comply with the Threshold Requirements and general submission requirements.

14.2.2. The IAA shall evaluate each Bidder's Price Proposal and shall give each Bidder a relative score ("Total Price Score") taking into account the two following parameters:

14.2.2.1. Parameter A – Construction Price per 1Kw - the total construction price (for all 3 stages) (the sum of the rows: total for phase 1, total for phase2 and total for phase 3), as stipulated by the Bidder in the Bill of Quantities (BOQ) (Table A) of the Price Proposal Form ("Construction Price"), shall be divided by the proposed capacity of the generator proposed by such Bidder.

Unless specified otherwise, the relative weight of each of the components in the BOQ shall be 1.

(a) If Bidder's Proposal is based on an Alternative Design Proposal with respect to which the IAA has allocated additional cost, as specified in section 11.5 above, such additional cost will be added to the Construction Price.

(b) In addition, the IAA shall add to each Bidder's Construction Price the sum of customs and other taxes applicable for the



import of the equipment and any spare parts to Israel, according to the applicable customs and duties regulations, including those imposed in accordance with the Free Trade Agreements, and under the applicable HS Coding, valid on the Submission Date (the "Import Taxes").

In this RFP, the term "Free Trade Agreement" shall mean a bilateral agreement signed by the government of the state of Israel and the government of another country, for the implementation, elimination and/or reduction of customs and duties tariffs on imported products.

The Bidders acknowledge that the IAA is not in a position to provide tax advice, and it is strongly recommended that Bidders will consult with their tax advisor or customs agent, to determine the Import Tax consequences of their Proposals.

(c) Each Bidder shall receive a relative score on a scale of zero (0) to one hundred (100) points ("Parameter A Score"), whereas the Bidder proposing the lowest Construction Price/1Kw will receive a score of 100 and all other Bidders will be given a score proportionally to that Bidder.

Parameter A Score shall constitute 70% of Bidder's Total Price Score.

14.2.2.2. Parameter B – efficiency and maintenance costs - the IAA shall calculate the anticipated annual savings for the production of 1Kw electricity by using the table attached as Table B to the Price Proposal Form (the "Efficiency Table").

Bidder shall fill-in the Efficiency Table in accordance with the instructions specified therein. For the removal of doubt, the prices specified by the Bidder in the Efficiency Table shall correspond to the prices stipulated in the BOQ. For the purpose of the evaluation of this parameter Bidder shall submit full details regarding preventive scope of maintenance for its proposed equipment, including details regarding the rate of shop visits and the intervals between them and the number of shop visits until total overhaul, all in reference to engine hours. In addition, the Bidder will specify all necessary work equipment and tools required for the performance of such maintenance, and all consumables, materials (including oil) and spare parts that are required for such maintenance and the prices for each of the above.

Any of the prices and data specified by the Bidder in the Efficiency Table shall fully correspond to the prices specified by the Bidder in the Bill of Quantities that is attached to its Price Proposal Form. In the event of any differences between the prices specified by the Bidder in the Price Proposal Form and the prices the Bidder filled out in the Efficiency Table, the IAA shall calculate the anticipated annual savings in the Efficiency Table according to the prices stipulated by the Bidder in the Price Proposal Form.



For the removal of doubt it is clarified that the Bidder shall be bound by the prices and data specified by the Bidder in the Efficiency Table and the Price Proposal, and that in the event that Bidder is declared as the Awarded Bidder, it shall be required to perform its undertakings according to this Tender and the Contract in accordance with these prices. Should there be any deviation between the anticipated annual savings for the production of 1Kw electricity and/or any of its components, as calculated in the Efficiency Table and the actual savings to the IAA, such difference shall be borne solely by the Bidder.

Each Bidder shall receive a relative score on a scale of zero (0) to one hundred (100) points ("Parameter B Score"), whereas the Bidder whose proposal yield result of the highest savings amount, will receive a score of 100 and all other Bidders will be given a score proportionally to that Bidder.

Parameter B Score shall constitute 30% of Bidder's Total Price Score.

14.2.3. Total Price Score - the Total Price Score of each Bidder shall be calculated as follows:

TPS = 0.7*PAS + 0.3*PBS

TPS – Total Price Score PAS – Parameter A Score PBS – Parameter B Score

14.2.4. Bidder with the highest Total Price Score, that has fully complied with all the obligations and instructions as stipulated in this RFP, and who has complied with all Threshold Requirements and Submission Requirements, shall be announced as the awarded Bidder with respect to this Tender (the "Awarded Bidder").

14.2.5. The announcement of a Bidder as the Awarded Bidder, any notice related thereto, any information related to disqualification and/or failure of a Bidder to comply with any of the requirements of this RFP, shall be delivered to the Bidders exclusively by the secretary of the IAA’s Tender Committee (the “Secretary”). Any announcement and/or declaration submitted to Bidders in the matter mentioned above, whether orally or in writing, by any entity other than the Secretary, shall be deemed invalid, and Bidder shall not rely thereon in any manner and for any purpose or use. Bidder relying on such announcement and/or declaration shall do so at its own risks.

15. Clarifications of the Tender Documents

15.1. Bidders are responsible for examining the Tender Documents with appropriate care and for being informed with any and all conditions which may in any way affect their participation in the Tender, including the preparation of the Proposals and the execution of the Project in accordance with the terms of the Tender Documents.



15.2. Prospective Bidders requiring clarifications of the Tender Documents may raise questions, queries and requests for information and/or clarifications of the Tender Documents, including any reservations Bidders may have with respect to any of the terms of the Contract, by no later than November 15, 2015 (respectively the “Clarification Request” and the “Last Date for Clarification Request”). Any Clarification Request submitted at a later date may be regarded or disregarded, at the sole discretion of the IAA. The Bidders shall specify in the Clarification Request the relevant section in the Tender Documents to which their question or clarification relates.

15.3. Such Clarification Request shall be submitted in writing and addressed to the undersigned to facsimile number +972-3-9711296 and E-mail address [email protected].

15.4. All replies issued by the IAA to the Clarification Request shall constitute an Addendum to the RFP, as specified in section 16 below.

15.5. It is the Bidder’s sole responsibility to ascertain which Addendums were issued prior to the Submission Date, to consider its content and be familiar with its terms and the Bidder hereby irrevocably waives and shall be prevented from raising any claim and/or demand in this respect. The Bidders shall print each Addendum and attach it to their Proposal.

15.6. The IAA has no obligation to respond to any Clarification Request, or to amend the Tender Documents further to such Clarification Request. The IAA shall not be bound by, and Bidders shall not rely on any interpretation or clarification made orally by the IAA to the Tender Documents.

15.7. Without derogating from the IAA’s rights pursuant to the Price Proposal Form, the IAA may request from any of the Bidders to clarify, supplement, and/or amend any item contained in its Proposal and/or to delete, disregard, withdraw, or correct any reservations therein and/or to submit any additional information, details and explanations, which the IAA considers necessary for the evaluation of its Proposal (including with regard to the Threshold Requirements, the Technical Proposal and the Price Proposal).

15.8. Bidders shall comply with the any request issued by the IAA for r Clarification issued by the IAA and shall submit all clarifications and additional information requested within the time period stipulated in such request and in accordance with the provisions of Section 8. Bidder's response to the request issued by the IAA, shall be attached to the Bidder's Proposal, shall form an integral part of the Proposal, and shall replace and/or take precedence over corresponding items in the Proposal that are lacking or contradictory to the said response.

16. Amendments and Addenda

16.1. At any time prior to the Submission Date, the IAA may, for any reason, modify the Tender Documents by issuing an addendum (herein an "Addendum"). Any Addendum will be published on the IAA Website and delivered to all the Bidders who paid the Participation Fee, through the means the IAA shall deem fit. Bidders shall be required to acknowledge receipt of any Addendum.



16.2. Only Addenda that were issued by the IAA, whether on the IAA's initiative or as a response to Clarification Request, in accordance with the provisions of Section 15.4 16.1 above , shall bind the IAA. The IAA shall not be held liable for, or bound by any replies, information or instructions not issued pursuant hereto.

16.3. For the avoidance of doubt it is clarified, that any modification, amendment, reservation, clarification, revision, addendum, elimination or other change of any of the provisions of the Tender Documents or any part thereof, made by a Bidder in any manner whatsoever, may cause disqualification of such Bidder's Proposal, all in accordance with the IAA's sole and absolute discretion.

16.4. Without derogating from the aforementioned, Proposals, which contain any alteration, addition, omission, condition, limitation or show irregularity of any kind, may be rejected by the IAA. The IAA reserves the right to waive any irregularities, technicalities or informalities in any Proposal, and to reject any or all Proposals.

16.5. Any reservations, comments or clarifications a Bidder may have regarding the terms of the Contract should be submitted to the IAA as a Clarification Request prior to the submission of the Proposal to the Tender. It is emphasized that changes to the terms and conditions of the Contract will not be accepted by the IAA and Bidders should not seek to alter any contractual terms after Submission Date.

Any modification of the Contract and/or any of the other Tender Documents, which may become necessary as a result of such Clarification Request, shall be made by the IAA exclusively through issuance of an Amendment pursuant to this section 16 above.

17. Deviation from Estimate

17.1. Bidder hereby acknowledges that the IAA intends to performed an estimation of the work underlying this Tender (the “Estimate”), and that such Estimate will be deposited in the Tender Box, prior to the Submission Date.

17.2. Without derogating from any rights of the IAA according to the Tender Documents and/or applicable law, the IAA shall be entitled to evaluate the Price Proposal of the Bidders in comparison to the Estimate.

17.3. In circumstances of a Material Gap (as defined below), the IAA shall be entitled to perform any or all of the following, at its sole and absolute discretion:

17.3.1. Perform any examination concerning such Material Gap between the Estimate and the Valid Proposals, by way of conducting a hearing in person or in writing and/or by way of reexamination by the IAA professionals of the Estimate and the relevant Price Proposal.

17.3.2. Disqualify such Proposal with respect to which a Material Gap exists, and under such circumstances, announce the Bidder with the second best Valid Proposal as the Awarded Bidder.

17.3.3. Make an announcement of the Awarded Bidder in accordance with the terms of the Tender Documents, despite the existence of a Material Gap.

17.3.4. Cancel the Tender, according to the provisions of section 18 below.

17.3.5. Instruct the Bidders to submit new and improved Proposals in a special procedure which will be carried out by the IAA for that purpose.



17.3.6. Decide on a partial performance of the work underlying the Tender and/or divide such work between several Bidders, and instruct all Bidders to offer alternative price proposals, corresponding to such partial performance demand (the "Alternative Price Proposal").

17.4. In this Section 17 -

"Valid Proposal" shall mean a Price Proposal which complied with the threshold Requirements and all other requirements specified in the RFP through all stages up to the stage of the evaluation of the Price Proposal.

"Maximum Deviation Rates" shall mean the positive or negative rates of deviation from the Estimate that were determined by the Tenders Committee during the preparation of the Estimate.

"Material Gap" shall mean a positive or negative gap, as the case may be, between the lowest Valid Proposal, out of the Valid Proposals that are higher than the Estimate, and the Maximum Deviation Rates or between the highest Valid Proposal, out of the Valid Proposals that are lower than the Estimate, and the Maximum Deviation Rates.

17.5. It is further clarified, that the provisions of this Section 17 shall not derogate from the IAA's rights in accordance with regulations 21(a)(1) and 23(a) of the Tender Regulations,5753 – 1993 (the "Regulations"), and the IAA shall be entitled, at its sole and absolute discretion, to demand from any Bidder who submitted a Valid Proposal to submit a renewed and improved proposal according to Section 17e(2) of the Regulations, in the event of any gap (positive or negative, as the case may be), which shall be discovered between the Price Proposal of such Bidder and the Estimate.

17.6. The Bidder hereby acknowledges the IAA's rights and prerogatives as stipulated in this Section 17, and fully and irrevocably waives, and shall be prevented from raising any demand and/or claim in connection with the IAA exercising such rights.

17.7. For the removal of doubt it is clarified that nothing in this section 17 shall derogate from any of the IAA's rights pursuant to section 18 below.

18. Reservation of Rights

18.1. It is hereby expressly clarified that the IAA shall not be obligated to accept the best Price Proposal or any of the Proposals to this RFP.

18.2. Notwithstanding any of the above, the IAA reserves the right to cancel the Tender and/or not to sign the Contract with the awarded Bidder, for any reason whatsoever, at its sole discretion and without having to provide reasons for its so doing. In the event that the Tender was cancelled after the announcement of an Awarded Bidder, and such cancellation was not for reasons attributable to the Awarded Bidder, regardless if the Contract was signed or not, the Awarded Bidder shall be entitled to a refund of the Participation Fee. Except for the refund of the Participation Fee, Awarded Bidder shall not be entitled to any additional refund or compensation of any sort.

18.3. Each Bidder agrees that any such refund specified in Section 18.1 above shall serve as agreed compensation and shall be the full and exhaustive payment that the Awarded Bidder shall be entitled to in connection with the Tender and its cancellation, and the Awarded Bidder hereby waives and shall be prevented from raising any claim and/or demand with respect to any additional relief, remedy, compensation or indemnification related thereto.



18.4. It is clarified, that in the event that the Tender is cancelled and/or that the IAA decides at its sole discretion not to engage with the Awarded Bidder, the IAA shall be entitled, inter alia:

18.4.1. to approach the second ranked Bidder (whose Price Proposal was the lowest of all the Valid Proposals, besides the Proposal of the Awarded Bidder); and/or

18.4.2. to issue a new tender; and/or

18.4.3. to take any other actions in accordance with applicable law, for the execution of the Project.

18.5. Negotiations with Bidders. Without prejudice and in addition to the aforesaid, the IAA shall be entitled to conduct negotiations with such Bidders that comply with the Threshold Requirements and general requirements.

The procedures for conducting such negotiations shall be determined by the IAA. The IAA, at its sole discretion, shall be entitled to negotiate simultaneously with several Bidders, to suspend and to resume any negotiation.

In the course of the negotiations or as a result thereof, the IAA shall be entitled to amend any of the requirements of the Tender Documents, and/or to request the Bidders to amend their Proposal. In addition, the IAA shall be entitled to request the Bidders to present alternatives to the components that were included in the Bidder's Proposal and/or for additional components, even if the prices of such components is different than the prices specified by the Bidder in its Proposal. Following the negotiations, the IAA shall be entitled to evaluate the Proposals taking into account said alternative and/or additional components.

Notwithstanding any of the above, the IAA shall be entitled to decide not to conduct negotiations with any of the Bidder's if any of the following occurs: (i) negotiations have not yet started with any of the Bidders; or (ii) all Bidders have agreed to waive negotiations.

19. Signature of the Contract

The Awarded Bidder shall execute and deliver to the IAA the duly signed Contract within 10 days following the announcement by the IAA of such Bidder as the Awarded Bidder in accordance with Section 14.2. The Contract will enter into force only upon its signature by the IAA. For the removal of doubt it is clarified that the Contract constitutes an integral part of the Tender.

20. Responsibility of Bidders

Each Bidder shall carefully examine this RFP (with all its appendices and attachments) and shall evaluate all aspects of the Tender and the Project that may be deemed to affect, directly or indirectly, its participation in the Tender and its Proposal. Failure of the Bidder to examine the Tender Documents and any of their terms shall not release the Bidder from its obligations pursuant to the Tender Documents and full compliance with its Proposal.

21. Review of the Awarded Bidder Proposal

21.1. Following the announcement by the Tenders Committee of the Awarded Bidder, each Bidder shall be entitled to review the Awarded Bidder's Proposal and the resolutions of the Tenders Committee, all in accordance with Sections 21(v) and 21(vi) of the Regulations, subject to payment of NIS 500 plus V.A.T to the IAA and after prior coordination with the secretary of the Tenders Committee (the "Review").



21.2. A Bidder that is in the opinion that certain parts of its Proposal constitute commercial or professional secret which should remain confidential during the Review, shall mark the relevant parts as "confidential" and specify the reasons for such requestin the designated place in the Statement Form (the "Confidentiality Request"). Notwithstanding the above, any prices included in the Proposal, and any information necessary for demonstrating compliance with the Threshold Requirements and the Mandatory Requirements shall not be considered confidential information.

21.3. The IAA shall have sole discretion with respect to accepting or rejecting the Confidentiality Request, and the withholding of confidential information from the Review.

22. Tender Costs

Unless otherwise explicitly provided in the Tender Documents, all costs and expenses incurred by the Bidder in connection with its participation in the Tender shall be borne by the Bidder. For the avoidance of doubt it is hereby clarified that the Bidder shall not be entitled to claim any compensation or indemnification from the IAA with respect to any damage, loss, cost or expense incurred as a result of an act, or an omission of the IAA in relation to the Tender, including any cancellation, postponement or delay suffered by the Tender process.

23. Bidders Tour and Conference

23.1. Bidders who paid the Participation Fee shall be invited by the IAA to attend a Bidders' conference and a tour of the IAA's sites, during which the IAA shall present the Tender Documents and provide explanations and clarifications regarding the Tender Documents and the Project.

23.2. The Bidders tour and conference shall take place on November 18, 2015 at 11:00, at Ben Gurion, Airport terminal 1 building.

23.3. The participation in the Bidders tour and conference is mandatory. Any Bidder who failed to participate in the Bidders tour and conference shall not be entitled to submit a Proposal to the Tender, and if a Proposal is submitted by such Bidder, it shall be disqualified.

24. Industrial Cooperation

Bidder should note, that if the Awarded Bidder is a "foreign supplier" ("ספק חוץ"), as such term is defined under the Mandatory Tender Regulations (Mandatory Industrial Cooperation), 5767-2008 (the "Industrial Cooperation Regulations"), the Awarded Bidder shall be bound by the provisions of the Industrial Cooperation Regulation and shall be obligated to enter into an Industrial Cooperation Agreement ("ICA") with the State of Israel for the fulfillment of the Industrial Cooperation Undertaking, in accordance with Annex K of the Contract and the Industrial Cooperation Regulations.

25. Intellectual Property

The Tender Documents are and shall remain the property of the IAA, and are entrusted with the Bidders for the sole purpose of the participation in the Tender.



26. Governing Law

This RFP and the Tender shall be governed and construed in accordance with the laws of the State of Israel including the Mandatory Tenders Law 5752-1992, and the Tender Regulations 5753 – 1993.

The courts of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction in any and all disputes arising out of or relating to this RFP and/or Tender.

Carmel Goldberg Senior Contracts Manager Logistic Department



Map of Ben Gurion airport

This map provides directions for delivery to the address stipulated in Section 12.7 of the RFP. For removal of doubt it is clarified that, any information included in this map or any error or omission therein, shall not derogate from Bidders responsibilities to deliver the Proposal on time as stipulated in Section 12.7 of the RFP.



APPENDIX A

- Technical Specifications –



APPENDIX B

- Bidder's Statement Form -

Tender No. 2014/070/0098/00

I the undersigned, an authorized signatory of ___________ [name of Bidder](the "Bidder"), hereby certify and declare that the Bidder complies with the all representations, warranties and undertakings specified herein and with the Threshold Requirements specified in section 7 of the RFP for Tender No. 2014/070/0098/00 for the the for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport (the "Tender").

This Statement Form constitutes an integral and inseparable part of our Proposal, pursuant to the terms of the RFP issued by the IAA and the Tender Documents.

All capitalized terms in use in this Statement Form shall have the meaning ascribed thereto in the RFP and the Tender Documents.

1. Details of Bidder:

Name: Business Address:

Phone: Facsimile: E-mail: Registration Number: Country of Incorporation:

Israeli Representative*:

*for non-Israeli companies only, if such Israeli Representative exists Does the Bidder have an Israeli subsidiary or affiliate company? Yes No If yes – identify and provide details:

Major Shareholders: Executive Officers: Authorized Signatories:

2. Details of the Proposed Generator / Chiller and Spare Parts

All technical submittals that the Bidder is required to include in its Proposal according to section A.17 of the Technical Specifications and all information provided in the tables in Chapter K of the Technical



Specifications are hereby incorporated to this Statement Form by reference and constitute an inseparable part of Bidder's Proposal.

3. Compliance with Threshold Requirements

3.1. The Bidder is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

A Bidder who was not incorporated in Israel (a "Foreign Corporation") must also demonstrate that neither the Bidder nor any interested party therein nor directors or officers thereof are be residents or nationals of a country which does not have diplomatic relations with the State of Israel and/or of a country which does not have full trade relations with the State of Israel.

3.2. The Bidder has designed and installed, by itself or through a subcontractor on its behalf, during the 10 years prior to the Submission Date, at least 3 power plants, with total capacity of 5-10 Mw each (in this section the "Power Plants") and/or performed, as a subcontractor, within the framework of the establishment of the said Power Plants, high voltage electrical work, low voltage electrical work and command and control works (the "Electrical Works Contractor"), and that all of the following conditions are met in each of the above mentioned Power Plants:

3.2.1. Each of the Power Plants was delivered to the customer after having passed delivery and acceptance tests, and is operational as at Submission Date;

3.2.2. At least one 5-10Mw dual fuel generator (generator working on liquid fuel and gas) was installed in each of the Power Plants;

3.2.3. Each Power Plant is connected directly to the local grid (power plant that is not in E-Mode configuration);

3.2.4. As at the Submission Date, each of the Power Plant is used for production of electricity;

3.2.5. At least one absorption chiller with a capacity of at least 500 tons of refrigeration was installed in at least one of the Power Plants;

Data and information necessary to demonstrate compliance with the above Threshold Requirement:

Description of Project

Customer Details (Name of customer, contact person telephone No. and e-mail address)

Total capacity of Power Plant

Date of Final Acceptance

Main Contractor/ Electrical Works Contractor *

Power Plant is operational as at Submission Date (Y/N)**

Number of 5-10 Mw dual fuel generators installed in the Power Plant

Power Plant is connected directly to the local grid (Y/N)



Power Plant is used for production of electricity (Y/N)

Number of absorption chillers with a capacity of at least 500 tons of refrigeration installed in the Power Plants

* In the event that the Bidder wishes to rely on its experience as an Electrical works contractor for compliance with this Threshold Requirement, then the Bidder is also required to provide certification of Bidder being a "Registered Contractor" pursuant to the Registration of Contractors for Construction Engineering Works Law, 5729-1969 ("Contractors Registration Law") having classification of field 160 (electrical engineering) classification 5-A ( 5-א 160 ). In the event that the Bidder is a Foreign Corporation, the abovementioned classifications shall not be required at the Tender stage provided, however, that the Bidder shall be required to obtain an exemption in accordance with section 14a of the Contractors Registration Law, within 30 days as of the declaration of such Bidder as the Awarded Bidder.

** Bidder shall submit a written approval of the customer demonstrating that the Power Plant is operational as at Submission Date.

3.3. The Bidder has manufactured and supplied, during the last 5 years prior to the Submission Date, at least 5 dual fuel generators (the "Generators"), that:

3.3.1. Have capacity of 5 Mw -10 Mw; and

3.3.2. All Generators have, as at Submission Date, not less than 100,000 engine hours, in aggregate, whereas at least one of the Generators gained at least 30,000 engine hours.

*compliance with this Threshold Requirement could be demonstrated through a subcontractor, as specified in section 8.1 of the RFP. In the event that Bidder wishes to rely on the Generator Supplier for the purpose of demonstrating compliance with the above Threshold Requirement, in accordance with section 8.1 of the RFP, Bidder shall submit the Generator Supplier's Statement Form (Appendix B1), instead of the response to this section 3.3.


Type of Generator



Capacity of Generator

Number of engine hours



3.4. A Bidder, who manufactured and supplied, during the last 5 years prior to the Submission Date, at least 20 absorption chillers (the "Chillers"), in which all of the following conditions are met:

3.4.1. At least 10 of the Chillers were manufactured and supplied during the last 5 years prior to the Submission Date, and have a capacity of at least 10,000 tons of refrigeration, in aggregate.

3.4.2. Of those Chillers, at least 1 Chiller powered by emission gas was manufactured and supplied and supplied in each of the last 5 years prior to the Submission Date, and each of the aforementioned Chillers has a capacity of at least 1,000 tons of refrigeration.


Type of Chiller


Date of Final

Acceptance

Capacity of Chiller

Chiller powered

by emission gas

(Y/N)

3.4.3. The Bidder has a testing facility suitable for performance of acceptance tests after production for chillers with a capacity of at least 1,500 tons of refrigeration.

Bidder is required to specify below and provide details of its testing facility, including with respect to the capacity: ______________________________________________

*compliance with this Threshold Requirement could be demonstrated through a subcontractor, as specified in section 8.2 of the RFP. In the event that Bidder wishes to rely on the Generator Supplier for the purpose of demonstrating compliance with the above Threshold Requirement, in accordance with section 8.1 of the RFP, Bidder shall submit the Generator Supplier's Statement Form (Appendix B2), instead of the response to this section 3.3 3.4.

3.5. The proposed dual fuel generator and chiller proposed by the Bidder in the framework of this Tender comply with all mandatory requirements specified in the Technical Specifications.

3.6. If the Bidder is an entity incorporated or resident of the State of Israel - it has all necessary approvals pursuant to the Public Entities Transactions Law, 1976, all valid on Submission Date.

3.7. The Bidder paid the Participation Fee and hereby provides an invoice of such payment.

4. Bidder further represents, agrees and undertakes as follow:

4.1. The Bidder shall be bound by the Proposal and any provision stipulated thereto, including any and all the terms and conditions stipulated herein, which shall be valid for the entire Contract Term.

4.2. The Bidder has all requisite corporate power and authority and all the approvals, permits, licenses, etc. for the ownership and operation of its properties and for the carrying on of its business as currently conducted (including the participation in this Tender and all of its undertakings under the Tender Documents);



4.3. There are no actions or proceedings pending nor, to the best knowledge of the Bidder and after due investigation, actions or proceedings which might result in any material or adverse change in the Bidder’s business, operations, affairs, condition, assets, prospects, cash flow or any of its properties or assets;

4.4. After having thoroughly and carefully read the Tender Documents, we hereby acknowledge and declare to have studied and satisfied ourselves as to all relevant matters and details which can affect the execution of the Project by us in accordance with the provisions of the Contract, including, without limitation, the scopes of supply, Works and Services and their completion periods, all risks related in the Technical Requirements (financial and technical), and fully understanding the substance of the Project and required Works, Equipment, Services and risks, are pleased to submit our Proposal as defined in the Tender Documents;

4.5. We agree to all of the provisions of the Tender Documents and we submit our Proposal in accordance with the terms and provisions contained therein;

4.6. We have all rights and are legally entitled to use all information and intellectual property contained in the Proposal;

4.7. The proposal is accurate, complete and up-to-date on the Submission Date, in accordance with the requirements of the Tender Documents;

4.8. The Proposal is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association;

4.9. The Proposal is genuine and not collusive or sham;

4.10. We have not, directly or indirectly, induced or solicited any other Bidder to put in a false or sham Proposal, and has not by itself, or directly or indirectly, colluded, arranged or agreed with any Bidder to secure any advantage against any other Bidder, or to secure any advantage against the IAA of anyone interested in the Project;

4.11. We participate in the Tender in accordance with the provisions of the Tender Documents.

4.12. We understand that the submission of our Proposal shall not be deemed in any way to create an obligation on the part of the IAA to award us with the Contract; that the IAA has the right to reject, as it deems appropriate, the Proposal submitted by us; and that the IAA has the right, as it deems appropriate, to annul the Tender Process and to reject all Proposals at any time; and

4.13. Incorporated hereto, made an integral part of the Proposal, are all Tender Documents, attachments, annexes and appendices (including this statement).

4.14. Neither the execution, delivery and performance of our respective obligations pursuant to the Contract (i) contravenes or violates any provisions of any law; (ii) conflicts with or violates in any material respect any provisions of the Bidder’s Articles of Association; or (iii) conflicts, violates or will result in a breach, of any of the terms, covenants, conditions or provisions of any Contract or instrument to which the Bidder are party to, or by which they or any of their properties or assets are bound or to which they are subject, or constitutes a default under such agreement or instrument.

5. In accordance with section 21.2 of the RFP and for the reasons specified below, we hereby request that the following documents shall remain confidential:

________________________________________________________

________________________________________________________

________________________________________________________



We acknowledge and agree that the IAA, at its sole and absolute discretion, shall have the sole and independent discretion whether or not to accept said confidentiality request and we shall have no claim, demand and/or right regarding to or arising out of the aforesaid.

Name of Bidder Signature(s) and Corporate Seal Date



Appendix B1

- Generator Supplier's Statement Form -

Tender No. 2014/070/0098/00

I, the undersigned, an authorized signatory of ___________ [name of Generator Supplier](the "Generator Supplier"), hereby certify and declare as follows:

1. ______________ [name of Generator Supplier] hereby submit this Statement Form as part of the Proposal of ______________ [name of Bidder] for Tender No. 2014/070/0098/00 for the the for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport (the "Tender"), and as confirmation of compliance of Generator Supplier with the Threshold Requirements specified in section 2 below, and with all representations, warranties and undertakings specified herein.

2. Generator Supplier will serve as the Bidder's Generator supplier for the purpose of the Tender in accordance with the terms and conditions specified in the Tender Documents. This Statement Form constitutes an integral and inseparable part of Bidder's Proposal, pursuant to the terms of the RFP issued by the IAA and the Tender Documents.


3. Details of Generator Supplier:




*for non-Israeli companies only, if such Israeli Representative exists Does the Generator Supplier have an Israeli subsidiary or affiliate company? Yes No If yes – identify and provide details:

Major Shareholders: Executive Officers: Authorized Signatories:




4.1. The Generator Supplier is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

A Generator Supplier , who was not incorporated in Israel (a "Foreign Corporation"), must also demonstrate that neither the Bidder nor any interested party therein nor directors or officers thereof are be residents or nationals of a country which does not have diplomatic relations with the State of Israel and/or of a country which does not have full trade relations with the State of Israel.

4.2. The Generator Supplier has manufactured and supplied, during the last 5 years prior to the Submission Date, at least 5 dual fuel generators (the "Generators"), that:

4.2.1. Have capacity of 5 Mw -10 Mw; and

4.2.2. All Generators have, as at Submission Date, not less than 100,000 engine hours, in aggregate, whereas at least one of the Generators gained at least 30,000 engine hours.


Type of Generator



Capacity of Generator

Number of engine hours

4.3. The proposed dual fuel generator proposed by the Bidder in the framework of this Tender comply with all mandatory requirements specified in the Technical Specifications.

4.4. If the Generator Supplier is an entity incorporated or resident of the State of Israel - it has all necessary approvals pursuant to the Public Entities Transactions Law, 1976, all valid on Submission Date.

4.5. If the Generator Supplier is an entity incorporated or resident of the State of Israel:

The Generator Supplier, its officers, and any Holder of Significant Means of Control, were not convicted in any offence under articles 100, 112, 237, 290, 291, 300, 605, 330, 383, 422-425 of the Israeli Penal Code, 1977 and/or under the Supervision of Goods and Services Law, 1957, and if convicted of any of the said offences, five years or more have passed since completing serving the sentence for said offence.

For the purpose of this subsection, "Holder of Significant Means of Control" shall mean someone who holds twenty five percent (25%) or more of the nominal value of the issued share capital of the Generator Supplier or of the voting power therein, and/or someone who is entitled to appoint twenty five percent (25%) or more of the directors of the Generator Supplier.

I hereby declare as follows: [please select the relevant option]

The Generator Supplier and any Related Entity in it were not convicted of more than two (2) offences under the Foreign Workers Law (prohibition of unlawful employment and assurance



of fair conditions), 1991 ("Foreign Workers Law"), the Minimum Wage Law, 1987 ("Minimum Wage Law") and the Law for Increased Enforcement of Labor Laws, 2011 ("Increased Enforcement Law").

For the purpose of this article: "Related Entity"– as per its meaning under the Public Entities Transactions Law, 1976.

The Generator Supplier and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law however, at the Submission Date, at least one (1) year has passed since the date of the last conviction.

The Generator Supplier and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law, as specified below, and at the Submission Date, less than one (1) year has passed since the date of the last conviction.

Nature of the Offence Date of Conviction

1.

2.

3.

* the number of lines is for demonstration purpose only.

5. Generator Supplier further represents, agrees and undertakes as follows:

5.1. Should the Bidder be awarded the Tender, the Generator Supplier undertakes to serve as its subcontractor for the supply of the Generator and any ancillary works in connection therewith, and shall be responsible for the performance on a "back-to-back" basis of all of the Bidder's obligations in connection with the supply of the Generator.

5.2. The Generator Supplier hereby fully and irrevocably accepts and agrees to be bound by the terms and conditions of the Contract. It is clarified that the Generator Supplier's obligations are independent of the Bidder's obligations. The Generator Supplier shall bear the full liability for any of its acts or omissions in connection with the Contract. For the removal of doubt, any proceeding or action taken by the IAA against the Bidder shall not derogate from the responsibility of the Generator Supplier for the performance of its obligations according to the Contract in full and on time.

5.3. The engagement between the Bidder and the Generator Supplier shall be in any event subject to the validity and terms of the Contract between the Bidder and the IAA. The IAA alone shall be entitled, at any time and at its sole discretion, to terminate the Contract and/or to instruct the Bidder to replace the Generator Supplier and the Generator Supplier shall have no claim and/or demand against the IAA in this regard.

5.4. The Generator Supplier is not a party to the Contract between the Bidder and the IAA, however the Generator Supplier shall be jointly and severally liable with the Bidder for all its contractual liabilities. Without derogating from the generality of the above, the Generator Supplier hereby waives and shall be prevented from raising claim and/or demand against the IAA and/or anyone on its behalf regarding any right and/or remedy the Generator Supplier may be entitled to (if any). Notwithstanding the provisions of any law to the contrary, the Generator Supplier shall be entitled to raise any claim it may have in connection with the Contract only against the Bidder and the IAA shall not be liable for any such claims. It is clarified that the above shall not delay the performance or derogate from any of the obligations of the Generator Supplier. The Generator Supplier hereby declares that it is aware of the meaning and implication of the above waiver and undertakes not to



exercise any right it may have even if it is determined that it is entitled to such rights under the law.

5.5. All rights and remedies available to the IAA against the Bidder according to the Contract and/or law shall also apply, jointly and severally, against the Generator Supplier, and the direct engagement of the Bidder with the Generator Supplier shall not derogate from the Generator Supplier's liability and/or the rights of the IAA towards the Generator Supplier according to the Contract and/or the law.

5.6. Generator Supplier's obligations shall remain valid and unchanged even in the event that any changes were made by the IAA to the Tender Documents and in particular to the Contract, and the Generator Supplier hereby agree in advance to any such change.

5.7. In the event that the Bidder is declared as the Awarded Bidder and the Contract is signed by the Bidder and the IAA, the Generator Supplier shall enter into a full and binding contract with the Bidder that accurately reflects the full and complete obligations and undertakings of the Generator Supplier according to this Statement Form and the Contract.

5.8. There is no pending proceeding against the Generator Supplier that may reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with the performance of any of its obligations under this Tender, should the Bidder be awarded the Tender. Neither the execution nor the performance of the obligations pursuant to this Tender: (i) contravenes or violates any provisions of any law by which it is bound; (ii) conflicts, violates or will result in a breach, of any of the terms, covenants, conditions or provisions of any agreement or instrument to which it is party, or by which it or any of its properties or assets are bound or to which it is subject, or constitutes a default under such agreement or instrument.

Name of Generator Supplier

Signature(s) and Corporate Seal Date



Appendix B2

- Chiller Supplier's Statement Form -

Tender No. 2014/070/0098/00

I, the undersigned, an authorized signatory of ___________ [name of Chiller Supplier](the "Chiller Supplier"), hereby certify and declare as follows:

1. ______________ [name of Chiller Supplier] hereby submit this Statement Form as part of the Proposal of ______________ [name of Bidder] for Tender No. 2014/070/0098/00 for the the for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport (the "Tender"), and as confirmation of compliance of Chiller Supplier with the Threshold Requirements specified in section 2 below, and with all representations, warranties and undertakings specified herein.

2. Chiller Supplier will serve as the Bidder's Chiller supplier for the purpose of the Tender in accordance with the terms and conditions specified in the Tender Documents. This Statement Form constitutes an integral and inseparable part of Bidder's Proposal, pursuant to the terms of the RFP issued by the IAA and the Tender Documents.


3. Details of Chiller Supplier:




*for non-Israeli companies only, if such Israeli Representative exists Does the Chiller Supplier have an Israeli subsidiary or affiliate company? Yes No If yes – identify and provide details:

Major Shareholders: Executive Officers:



Authorized Signatories:


4.1. The Chiller Supplier is duly incorporated and validly existing under the laws of the jurisdiction of its incorporation;

A Chiller Supplier, who was not incorporated in Israel (a "Foreign Corporation"), must also demonstrate that neither the Bidder nor any interested party therein nor directors or officers thereof are be residents or nationals of a country which does not have diplomatic relations with the State of Israel and/or of a country which does not have full trade relations with the State of Israel.

5.1. The Chiller Supplier has manufactured and supplied, during the last 5 years prior to the Submission Date, at least 20 absorption chillers (the "Chillers"), in which all of the following conditions are met:

5.1.1. At least 10 of the Chillers were manufactured and supplied during the last 5 years prior to the Submission Date, and have a capacity of at least 10,000 tons of refrigeration, in aggregate.

5.1.2. Of those Chillers, at least 1 Chiller powered by emission gas was manufactured and supplied and supplied in each of the last 5 years prior to the Submission Date, and each of the aforementioned Chillers has a capacity of at least 1,000 tons of refrigeration.


Type of Chiller


Date of Final

Acceptance

Capacity of Chiller

Chiller powered

by emission gas

(Y/N)

5.1.3. The Chiller Supplier has a testing facility suitable for performance of acceptance tests after production for chillers with a capacity of at least 1,500 tons of refrigeration.

The Chiller Supplier is required to specify below and provide details of its testing facility, including with respect to the capacity: ______________________________

_____________________________________________________________________

4.2. The proposed chiller proposed by the Bidder in the framework of this Tender comply with all mandatory requirements specified in the Technical Specifications.

4.3. If the Chiller Supplier is an entity incorporated or resident of the State of Israel - it has all necessary approvals pursuant to the Public Entities Transactions Law, 1976, all valid on Submission Date.



4.4. If the Chiller Supplier is an entity incorporated or resident of the State of Israel:

The Chiller Supplier, its officers, and any Holder of Significant Means of Control, were not convicted in any offence under articles 100, 112, 237, 290, 291, 300, 605, 330, 383, 422-425 of the Israeli Penal Code, 1977 and/or under the Supervision of Goods and Services Law, 1957, and if convicted of any of the said offences, five years or more have passed since completing serving the sentence for said offence.

For the purpose of this subsection, "Holder of Significant Means of Control" shall mean someone who holds twenty five percent (25%) or more of the nominal value of the issued share capital of the Chiller Supplier or of the voting power therein, and/or someone who is entitled to appoint twenty five percent (25%) or more of the directors of the Chiller Supplier.

I hereby declare as follows: [please select the relevant option]

The Chiller Supplier and any Related Entity in it were not convicted of more than two (2) offences under the Foreign Workers Law (prohibition of unlawful employment and assurance of fair conditions), 1991 ("Foreign Workers Law"), the Minimum Wage Law, 1987 ("Minimum Wage Law") and the Law for Increased Enforcement of Labor Laws, 2011 ("Increased Enforcement Law").


The Chiller Supplier and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law however, at the Submission Date, at least one (1) year has passed since the date of the last conviction.

The Chiller Supplier and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law, as specified below, and at the Submission Date, less than one (1) year has passed since the date of the last conviction.


1.

2.

3.


5. Chiller Supplier further represents, agrees and undertakes as follows:

5.1. Should the Bidder be awarded the Tender, the Chiller Supplier undertakes to serve as its subcontractor for the supply of the Chiller and any ancillary works in connection therewith, and shall be responsible for the performance on a "back-to-back" basis of all of the Bidder's obligations in connection with the supply of the Chiller.

5.2. The Chiller Supplier hereby fully and irrevocably accepts and agrees to be bound by the terms and conditions of the Contract. It is clarified that the Chiller Supplier's obligations are independent of the Bidder's obligations. The Chiller Supplier shall bear the full liability for any of its acts or omissions in connection with the Contract. For the removal of doubt, any proceeding or action taken by the IAA against the Bidder shall not derogate from the responsibility of the Chiller Supplier for the performance of its obligations according to the Contract in full and on time.



5.3. The engagement between the Bidder and the Chiller Supplier shall be in any event subject to the validity and terms of the Contract between the Bidder and the IAA. The IAA alone shall be entitled, at any time and at its sole discretion, to terminate the Contract and/or to instruct the Bidder to replace the Chiller Supplier and the Chiller Supplier shall have no claim and/or demand against the IAA in this regard.

5.4. The Chiller Supplier is not a party to the Contract between the Bidder and the IAA, however the Generator Supplier shall be jointly and severally liable with the Bidder for all its contractual liabilities. Without derogating from the generality of the above, the Chiller Supplier hereby waives and shall be prevented from raising claim and/or demand against the IAA and/or anyone on its behalf regarding any right and/or remedy the Chiller Supplier may be entitled to (if any). Notwithstanding the provisions of any law to the contrary, the Chiller Supplier shall be entitled to raise any claim it may have in connection with the Contract only against the Bidder and the IAA shall not be liable for any such claims. It is clarified that the above shall not delay the performance or derogate from any of the obligations of the Chiller Supplier. The Chiller Supplier hereby declares that it is aware of the meaning and implication of the above waiver and undertakes not to exercise any right it may have even if it is determined that it is entitled to such rights under the law.

5.5. All rights and remedies available to the IAA against the Bidder according to the Contract and/or law shall also apply, jointly and severally, against the Chiller Supplier, and the direct engagement of the Bidder with the Chiller Supplier shall not derogate from the Chiller Supplier's liability and/or the rights of the IAA towards the Chiller Supplier according to the Contract and/or the law.

5.6. Chiller Supplier's obligations shall remain valid and unchanged even in the event that any changes were made by the IAA to the Tender Documents and in particular to the Contract, and the Chiller Supplier hereby agree in advance to any such change.

5.7. In the event that the Bidder is declared as the Awarded Bidder and the Contract is signed by the Bidder and the IAA, the Chiller Supplier shall enter into a full and binding contract with the Bidder that accurately reflects the full and complete obligations and undertakings of the Chiller Supplier according to this Statement Form and the Contract.

5.8. There is no pending proceeding against the Chiller Supplier that may reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with the performance of any of its obligations under this Tender, should the Bidder be awarded the Tender. Neither the execution nor the performance of the obligations pursuant to this Tender: (i) contravenes or violates any provisions of any law by which it is bound; (ii) conflicts, violates or will result in a breach, of any of the terms, covenants, conditions or provisions of any agreement or instrument to which it is party, or by which it or any of its properties or assets are bound or to which it is subject, or constitutes a default under such agreement or instrument.

Name of Chiller Supplier Signature(s) and Corporate Seal Date



Appendix B3 Israeli Entity Affidavit

Affidavit

I, the undersigned, _________ [declarant's full name], bearer of Israeli ID No. _______, having been forewarned that I am to affirm the truth and that I will be subject to the penalties imposed by law if I do not do so, hereby affirm in writing as follows:

1. I am authorized to make this affidavit on behalf of _____________________________ [Full Name of Bidder] (hereinafter: the "Bidder"), in connection with the Open Tender No. 2014/070/0098/00 for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport (the "Tender").

2. I serve as the General Manager of the Bidder.

3. The Bidder, its officers, and any Holder of Significant Means of Control, were not convicted in any offence under articles 100, 112, 237, 290, 291, 300, 605, 330, 383, 422-425 of the Israeli Penal Code, 1977 and/or under the Supervision of Goods and Services Law, 1957, and if convicted of any of the said offences, five years or more have passed since completing serving the sentence for said offence.

For the purpose of this subsection, "Holder of Significant Means of Control" shall mean someone who holds twenty five percent (25%) or more of the nominal value of the issued share capital of the Bidder or of the voting power therein, and/or someone who is entitled to appoint twenty five percent (25%) or more of the directors of the Bidder.

4. I hereby declare as follows: [please select the relevant option]

The Bidder and any Related Entity in it were not convicted of more than two (2) offences under the Foreign Workers Law (prohibition of unlawful employment and assurance of fair conditions), 1991 ("Foreign Workers Law"), the Minimum Wage Law, 1987 ("Minimum Wage Law") and the Law for Increased Enforcement of Labor Laws, 2011 ("Increased Enforcement Law").


The Bidder and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law however, at the Submission Date, at least one (1) year has passed since the date of the last conviction.

The Bidder and any Related Entity in it were convicted of more than two (2) offences under the Foreign Workers Law, the Minimum Wage Law and the Increased Enforcement Law, as specified below, and at the Submission Date, less than one (1) year has passed since the date of the last conviction.


1.

2.



3.


5. This is my name, this is my signature and the content of this affidavit above is true and accurate.

__________________

Declarant's Signature

Attorney Verification

I, the undersigned, _____________, Adv., Israel Bar Association License No. ___________, hereby confirm

that Mr./Ms. _____________, who identified himself by Israeli ID No. ____________, appeared before me on

_____________, and after I forewarned him that he is to affirm the truth and that he will be subject to the

penalties imposed by law if he does not do so, confirmed the truth of this affidavit and signed it in my

presence.

__________________

Signature and Stamp



APPENDIX C - Price Proposal Form –

To: Israel Airport Authority Dear Sirs,

Re: Tender No. 2014/070/0098/00 for the Design, Supply, Installation, Commissioning and Maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben-Gurion International Airport

We the undersigned, ________________________, (the "Bidder") after having read all the Tender Documents, as defined in section 3 of the Invitation, hereby certify that we have examined carefully and understood the Tender Documents, including, but not limited to, the provisions of the Contract and the Technical Specifications, and the terms, conditions and undertakings that shall apply to the engagement between the IAA and the Awarded Bidder, and after having received the clarifications and explanations we have asked to receive, hereby submit our Price Proposal to the Tender.

We hereby offer to the IAA, the execution of all the undertakings contained in the Tender Documents, supply of the Equipment and the performance of the Works, in their entirety and in due time, in accordance with the Contract, against payment of the proposed prices specified in the Bill of Quantities that is attached to this Price Proposal Form, and subject to the provisions of this Price Proposal Form. By affixing its signature on this Price Proposal the Bidder certify that all the information provided by Bidder in this Price Proposal is accurate, complete and up to date at the Submission Date and that in the event that Bidder is declared as the Awarded Bidder, it shall be bound by the Price Proposal and any price stipulated thereto, including any and all the terms and conditions stipulated herein, which shall be valid for the entire Term of the Contract. Except as specifically defined, added or modified herein, all terms used in this Price Proposal Form shall have the same meaning ascribed to them under the Tender Documents. 1. General Information

1.1 Each Bidder shall fill in the Bill of Quantities (Table A) and the Efficiency Table (Table B)

that are attached hereto.

1.2 All the Prices stipulated in this Proposal Form are stipulated in _________________ (enter currency).



1.3 The Official Customer Price Index in the country where the Bidder is located at is: _________________________ (the “PPI”) and is published at (enter website):__________________________.

1.4 The Bidder shall attach to this Proposal the manufacturer’s official price list of the spare parts for the Equipment.

2. Guidelines and Instructions for Submission of the Price Proposal

2.1 The prices proposed by the Bidder shall be in accordance with the terms, guidelines and

instructions set forth herein.

2.2 The Price Proposal submitted by the Bidder shall be completed in full. As such: (i) Bidders are required to stipulate in each column and row of the tables below, all relevant information, as requested. Bidders are not entitled to delete, ignore or omit any of the columns and rows of said tables.

2.3 The Bidder shall not stipulate negative prices or discount percentages (as applicable). Should the Bidder stipulate negative prices in any of the tables below, or if the Bidder did not quote a price for any item in the tables, the IAA shall be entitled, at its sole and absolute discretion, to attribute to such components a price of "0", and this without derogating from Bidder's full responsibility to provide the IAA with said equipment, products and/or services, in accordance with the terms and conditions of specified in the Tender Documents, free of charge.

2.4 All amounts quoted in the Price Proposal shall be exclusive of VAT.

2.5 Bidders are not entitled to express any reservations, conditions or otherwise set any limitations with respect to the Price Proposal and/or to any item or component or service contained therein.

2.6 The Bidder's Proposal to the Tender shall include only one Price Proposal.

2.7 Should any reservation, arithmetic error, modification or fault appear in the Bidder's Price Proposal, for any reason whatsoever (including if due to willful or negligent act of the Bidder), the IAA shall be entitled, at its sole discretion, to take any or all of the following action: (i) to disqualify the Proposal; (ii) to request from the Bidder clarifications with regard to such reservation, error, modification or fault and then accept or reject it, at its sole discretion; (iii) to disregard such reservation, error, modification or error in the evaluation of the Proposal;

2.8 Should the Bidder quote by mistake, a price in the wrong column or wrong row of any of the

tables, the IAA shall be entitled, without prejudice to any other remedy at its disposal pursuant to this section and any applicable law, to consider this price as if quoted for the relevant item.

2.9 Should the Bidder stipulate one price for numerous components, the IAA shall be entitled, without prejudice to any other remedy at its disposal pursuant to this section 2 and any applicable law, to consider this price as relating, separately, to any of the components, or otherwise, as if it relates jointly to all of the components.



2.10 Should the Bidder stipulate numerous prices for the same component, then without prejudice to any other remedy at its disposal pursuant to this section 2 and any applicable law, the IAA shall be entitled to consider the lowest price as the relevant price for said component, for the purpose of evaluating Bidder’s Price Proposal and determining the consideration to be paid to such Bidder. The above mentioned in this section shall also apply in circumstances in which the Bidder divided a component into numerous sub-components.

2.11 Should the Bidder stipulate a price which does not correspond to the quantitative information

stipulated by the IAA (e.g., the quantitative information related to weight, size, time, numbers, quantities, etc.), the IAA shall be entitled, without prejudice to any other remedy at its disposal pursuant to this section 2 and any applicable law, to consider the stipulated price as if applying to the quantitative information provided by the IAA.

2.12 Should the Bidder stipulate prices for other items than those specified in the tables ("Alternative Items"), the IAA shall be entitled to attribute the prices stipulated by the Bidder with respect to the Alternative Items to the items specified by the IAA for which the Bidder did not quote a price.

2.13 Should the Bidder stipulate one price for numerous components, the IAA shall be entitled, without prejudice to any other remedy at its disposal pursuant to this section _ 2and any applicable law, to consider this price as relating, separately, to any of the components, or otherwise, as if it relates jointly to all of the components.

2.14 Should the Bidder stipulate a price which does not correspond to the qualitative standards

regarding a service, as stipulated by the IAA, the IAA shall be entitled, without prejudice to any other remedy at its disposal pursuant to this section 2 and any applicable law, to consider the price stipulated by the Bidder as applying to the qualitative standards stipulated by the IAA.

2.15 In the event that the mathematical calculation of the total price stipulated in each of the tables of the Price Proposal does not correspond to the prices, the quantities or the percentages stipulated by the Bidder in the relevant table thereof, the IAA will be entitled to recalculate such totals, taking into account the prices, the quantities or the percentages stipulated by the Bidder in the relevant columns of the such tables.

2.16 For the avoidance of doubt, it is clarified that the rights hereby provided to the IAA shall not

derogate from any of the IAA's rights to handle any reservation, calculation error or modification in the Bidder's Price Proposal in any manner as the IAA deems fit, according to its sole discretion. It is further clarified that the rights provided herein may be exercised separately or jointly, in whole or in part, and as many times as necessary, all in accordance with the IAA's sole discretion.

2.17 By affixing its signature on this Price Proposal the Bidder fully and irrevocably warrants and undertakes that it acknowledge and agree to the powers of the IAA as stipulated herein, and Bidder hereby fully and irrevocably waives, and shall be precluded from raising any claim and/or demand in connection with the IAA exercising such powers and/or arising as a result of their implications, including such claims and demands regarding manipulation of tender and lack of equality.



2.18 For the removal of doubt, nothing herein shall derogate from any of the rights of the IAA pursuant to sections 15-16 of the Invitation.

2.19 We are aware of that Authority shall add to the Total Price of our Proposal, the sum of customs and taxes applicable on the import the equipment proposed by us, that the Authority is not in a position to provide tax advice, and that it is strongly recommended that we consult with a tax advisor or customs agent with respect. The HS Coding of the System and the Spare Parts proposed by us is : ____________.

3. Bidder’s Undertakings

Without prejudice to any other provisions included herein, Bidder hereby fully and irrevocably represent, warrant and undertakes, as follows:

3.1 We hereby certify that we have read, understood and examined carefully the Tender

Documents, including, but not limited to, the provisions of the Contract and the Technical Specifications, and have fully familiarized ourselves with all aspects of the works and the supply and have all the knowledge, experience, qualifications and ability to carry out such works in accordance with the Tender Documents. We further certify that we received from the IAA any requested and relevant information in connection with the Tender and the Tender Documents, and we fully and irrevocably waive any claim and/or demand in this regard.

3.2 We hereby acknowledge that the quantities stipulated in the Price Proposal are only an

estimate and the IAA shall be entitled to purchase different quantities under the Contract, according to its sole and absolute discretion. We further warrant that we have taken the above into account while preparing the Price Proposal and that we shall have no claim and/or demand towards IAA in this regard.

3.3 We warrant that our Price Proposal has been stipulated after we have thoroughly and carefully examined and understood all relevant matters and details which can affect the execution of the works and/or the supply of the Equipment by us in accordance with the provisions of the Contract, including, without limitation, the scopes of supply, works and services and their completion periods, all risks related in the Technical Requirements (financial and technical).

3.4 We and/or anyone on our behalf did not make any proposal and/or gave and/or was given, whether directly and/or indirectly, any benefit, funds or anything of value with the purpose of influencing, directly and/or indirectly, the IAA's (including its employees and anyone on its behalf) decision to engage with us in any agreement.

3.5 The provisions of the Contract are comprehensible to us, and in the event we shall be declared as the Awarded Bidder, we hereby undertake to execute the Contract (as may be further amended in the framework of the Tender process), on the date specified by the IAA. We hereby give our consent, without reservation, to the content of the Contract and its exhibits.

3.6 We are aware that the information provided by the IAA in the framework of the Tender and this Price Proposal, is intended for illustration purposes only, and as such does not and will not constitute any representations or undertakings of the IAA. The provision of this information shall not impose any liability on the IAA and shall not derogate from any of our undertakings detailed in the Tender Documents.



3.7 We are aware of the manner in which the different components of the Price Proposal will be

evaluated according to the weights attributed to such components.

3.8 Our Price Proposal is full and complete and includes all inputs and/or costs and/or expenses, of any kind whatsoever, in connection with the performance of Bidder's obligations according to the Contract and the execution of the Works in accordance with the Contract and the Technical Specifications.

3.9 All the information given by us in this Proposal Form and the Bidders Statement Form is accurate, complete and up to date at the time our Price Proposal is submitted and in case we are declared as the Awarded Bidder, such declaration shall be made based upon our statements and representations in our proposal.

3.10 We are aware that nothing in the aforesaid limit or derogate from our undertakings in the Contract and its annexes.

3.11 We shall be bound by our Price Proposal, including any and all the terms and condition stipulated thereto, which shall be valid until the date stipulated in section 13 of the Invitation;

3.12 We hereby request that the following documents will be considered confidential and shall not be reviewed s part of the Review, for the following reasons:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

3.13 We acknowledge and agree that the IAA, at its sole and absolute discretion, shall have the sole

and independent discretion whether or not to accept said confidentiality request and we shall have no claim, demand and/or right regarding to or arising out of the aforesaid. Without derogating from the above, we are aware that any and all parts of our Price Proposal as well as any information required for demonstrating Bidder's compliance with the Threshold Requirements, shall not be confidential.

3.14 Without derogating from any of Bidder's representations and warranties as specified in this Price Proposal, Bidder further represents and warrants as follows: (a) Neither the Bidder nor anyone on its behalf has received, offered, paid or promised to pay,

either directly or indirectly, anything of value to any official or employee of the IAA and/or any other Bidder in an effort to affect the decision of the IAA with respect to this Tender process and/or the Invitation.

(b) Neither the Bidder nor anyone on its behalf, including its employees, has collaborated with or solicited the IAA or any official or employee of the IAA and/or any other Bidder, directly or indirectly, for the purpose of receiving or disclosing confidential information with regard to the Tender.

(c) Neither the Bidder nor anyone on its behalf, has collaborated with or solicited the IAA or any official or employee of the IAA and/or any other Bidder, directly or indirectly, for the purpose of determining prices or payments in an artificial or non-competitive way.



(d) Bidder's Proposal to the Tender was prepared by the Bidder itself, was not presented to or coordinated with any other potential Bidder in an attempt to influence a proposal of any Bidder or dissuade any Bidder from submitting a proposal to the Tender

(e) The Bidder agrees that in the event of a violation of any of Bidder's warranties in this section, the IAA shall be entitled, at any time and at its sole discretion, to disqualify Bidder's Proposal to the Tender, and the Bidder hereby waives any claim and/or demand with respect to such disqualification.

Name of Bidder Signature(s) and Corporate Seal Date



APPENDIX D

- Bid Bond Form – Date: ____________

_______________________ (Name of guaranteeing bank to be completed)

_______________________ (Address of guaranteeing bank to be completed)

To:

Israel Airport Authority (the "IAA")

Dear Sirs,

Re: Bank Guarantee No. _______

(the "Guarantee")

1. Pursuant to the request of __________________________ [Name of Bidder to be completed], whose registered address is at _______________________________ [Address of Bidder to be completed] (the "Bidder"), we hereby guarantee to pay you any sum, at your demand, up to the overall amount of NIS100,000 (one hundred thousand New Israeli Shekels) (hereinafter: the "Guaranteed Amount"), in connection with tender No. 2014/070/0098/00 for the for the design, supply, installation, commissioning and maintenance of a Power Plant, based on a 6-7 MW Dual Fuel Diesel Generator, to be established, on a "turn-key" basis, in the Energy Center in the Ben Gurion International Airport (hereinafter: the "Tender").

2. We undertake to pay you, upon your first written demand, any sum specified in such demand up to a

total of the Guaranteed Amount, immediately and no later than seven (7) business day from the date of receipt of your demand. Any demand under this Guarantee must reach us in writing to the branch office, within the branch working hours, at its address at __________________________.

3. To avoid doubt, your demand for payment of the Amount of the Guarantee may be effected in stages, and the payment will be executed in accordance with your demand provided that the overall total of the payments does not exceed the Guaranteed Amount (prior to any reduction thereto, if applicable).

4. We hereby waive any right we might have of first requiring you to pursue your legal remedies against the Bidder and waive notice of acceptance hereof, of any action taken or omitted in reliance hereon and of any failure to comply with the terms of the Tender. We hereby agree that our obligations under this Guarantee are direct, primary, unconditional, autonomic and irrevocable and that any modification and/or amendment of the terms and conditions of the Tender shall not release, effect or impair our liability under this Guarantee.

5. This Guarantee shall not be assigned or transferred by you without our consent.

6. This Guarantee shall be in force until ___________ [to be completed].

7. This Guarantee shall be solely and exclusively governed by the laws of the State of Israel and the courts of Tel-Aviv-Jaffa, Israel shall have the sole and exclusive jurisdiction over all matters and disputes arising in connection with this Guarantee.

Yours Sincerely,

Bank ____________

Date post:	11-Dec-2021
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