CONTRACTOR SELECTION

CONTRACTOR SELECTION INQUIRY for EPC quote for investment deal: Construction of Waste to Energy (WTE) facility for SYNTHOS DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A. in Oświęcim

Extent of inquiry: 1 Introduction... 3 2 Identification data of the Client... 4 3 Subject of the inquiry... 5 4 Principles and requirements for preparation of Documentation... 6 5 Terms of fulfillment... 7 6 Processing of the Offer... 7 7 Deadline for submitting the offer... 8 8 Form of the offer... 9 9 Contact people... 9 Annex 1 - Project Description... 11 Annex 2 - Scope of the bid... 13 Annex 3 - Scope of documentation... 14 Annex 4 - Description of purchasing procedures... 15 Annex 5 - Price... 18 Annex 6 Invoicing... 19 Annex 7 - Declaration... 20 2

1 Introduction 1.1 SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. (hereinafter only "Client") announces this inquiry proceedings, which is not a public tender in accordance with polish Public Procurement Law, for a limited number of participants. 1.2 SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. reserves the right to proceed during the inquiry proceedings in accordance with its own needs, cancel and end the process of the contractor selection, withdraw from the dealing without indicating a reason to select the most convenient offer according to its opinion. 1.3 The Client reserves the right to conclude a contract with one or more contractors selected by means of this inquiry proceeding. This inquiry can only be distributed or copied after the previous written permission of the Client. This inquiry and documents related, data and information are the object of the business secret of the Client. 1.4 All costs connected with participation in the selection procedure and submitting of the offer bears potential Contractors. 1.5 Client reserves the right to ask for supplementary information from each potential Contractor during evaluation process. 1.6 The evaluation of offers will be proceeded commissionable and Contrators will be informed regarding conclusion of the selection procedure in written form. With selected Contractor we will be concluded an agreement in accordance with general practice of the Client and based on below criteria: a) Price 80% b) References 20% 1.7 Potential Contractor is obliged to return all materials which are a part of the selection procedure with his offer. 3

2 Identification data of the Client Company SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. Registered address: Chemików 1 32-600 Oświęcim Identification No.: 260133662 Tax identification No.: PL9591762828 registered as a VAT payer Bank connection: BANK PEKAO SA Account No.: BIC: PKOPPLPW; IBAN: PL05 1240 4748 1111 0000 4869 9154 Registration: Business Register at the District Court in Kraków, XII Department of Economic of The National Court Registry, registration no. KRS 0000393305 2.1 Investment: Waste to Energy facility for SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. in Oświęcim as desribed in detail in Annex 1. Construction site: Client: Area of SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A., Oświęcim, SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. 4

3 Subject of the inquiry 3.1 The subject of the inquiry is elaboration of the Detail Design and services in scope and specification in Annex 1, 2, 3 and 4 covers: Project Management. Detail design except the portion to be performed by sub-suppliers of the packages as described herein including complete package of documentation Preparing an application for building permit, including building design and all necessary documents, Purchasing and Subcontracting Services on behalf of the Client specify in Annex 4 hereof. Management of procurement of equipment and construction activities supplied by vendors and subcontractors for the Project, including but not limited to requisitioning, technical and commercial bid evaluation, subcontracting and purchasing, (purchase order and subcontracts to be signed by Client), inspection, logistics, expediting, vendors document check. Assembly of vendors / subcontractors documentation for the Client. Construction management until reaching successful test run. Supervision of vendor s and subcontractor s performance, including but not limited to supervision of equipment supplies and construction activities of vendors and subcontractors until reaching Test run. Cost control over the expenses and costs incurred by Client in connection with supplies and deliveries from vendors and subcontractors. The invoices for delivery of equipment and all purchase order/subcontracts shall be paid directly to vendors and subcontractors by the CONTRACTOR (Annex 6). Preparation of Preliminary Operating Manual. Preparation of As-built documentation. 3.2 While the project is being implemented, the Contractor will submit progress reports on the course of the implementation at 30 days intervals, which will include updated schedules, a summary of the activities that were performed during the preceding period, the activities planned for the upcoming period, and information on any problems that occurred or are expected to occur, including recommendations on how to solve them, information on any additional tasks that will have to be performed, etc.

4 Principles and requirements for preparation of Documentation 4.1 Requirements for documentation Documentation is to be provided in accordance with valid law and ISO (which are binding for SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A.) and in accordance with the Client practice. This will not be respected only in case that it would not be in accordance with ISO, valid law and regulations. The proposed solution will be "patent-clean", i.e. its use will not be prevented by the rights from patents or industrial models. Detail design will be processed in final form in ten (10) copies and two (2) copies in electronic form on CD. During the processing of coherent parts of documents for comments and discussion the documentation will be hand in four (4) copies in paper form and one (1) copy in electronic form on CD. Client reserves the right to make checking of the work in process documentation. To ensure that is required: Regular project meetings between the Contractor and the Client will be held during works on the Documentation. Comments from these project meetings will be incorporated into the Documentation. At the end of the processing of coherent parts of the documentation both sites will discuss the documentation. To this end it is required to submit three (3) copies in paper form of the discussed chapters and drawings and one (1) copy in electronic form on CD and ten (10) working days before the starting at the latest. Documentation must incorporate into the final version all Client s comments within ten (10) working days from the date the Client submitted the comments. These comments will be discussed between the Client and the Contractor. The results of the negotiations will be entered in the minutes of these meetings. 4.2 Principles for elaboration of the Documentation The Documentation is to be provided in electronic and paper form in following extent: Draft version according the item 4.1. Final version according the item 4.1. 6

Copies of the prepared documentation must be stamped by an authorized person. All documentation in paper form is to be delivered to SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. personally or by registered post; documentation in electronic form can be delivered via email after agreement. The electronic version of the documentation will be prepared in accordance with below: The documentation will be submitted to the Client in the following formats: Text, Tables, Schedules MS OFFICE 2003/2007/2010 Drawings (e.g. PFD, PID, dispositions, etc.) AUTOCAD, PDF General drawings Microstation J (dgn), PDF Together with the documentation in electronic form will be submitted completed EXCEL spreadsheets with information about each drawing and report. When submitting documentation in electronic form, all files must be presented on a compact disk (CD) Every document in electronic form (drawing, report) must be submitted as a single file, without any appended references, combinations of layouts with sections, etc., and must be legible, i.e. all fonts, blocks, etc. used, must be delivered together with the documentation. The Documentation is to be submitted in Polish or English language. 5 Terms of fulfillment Handover of an offer 05.09.2012 Offer discussion/explanations 2-3 weeks Ending of the selection of the Contractor September 2012 Signing the contract September 2012 Handover of the Contract September 2012 6 Processing of the Offer If you do not adhere to the following procedure, you will be excluded from the inquiry proceedings. The Offer will be elaborated in Polish or English language. Split the offer into three parts: Technical content Business content Portions of prices 7

6.1 Technical content State: All facts, which are necessary for evaluation of the technical solution. Attached completed Declaration Annex 6. 6.2 Business content If you have not submitted any offer to SYNTHOS, during last three months for investment maintenance project or if there was any change in your company concerning the business part of the offer, please attach one (1) copy of: Valid abstract from the Business Register, Declaration of Tax ID No. and registration for VAT, ISO certificates. Cash flow 6.3 Portion of prices The price of contract will be fixed, including all costs related with this contract. Please fulfill attached table in Annex 5. It is not allowed to change this price table. The proposal should includes hourly rates for possible additional works. For hourly rates, state what the possible additional works include. All business trips should be excluded from lump sum and costs for such trips should be shown separately. The pricing section is to be stamped and signed by authorized representative of the contestant. 7 Deadline for submitting the offer Please submit the offer in English or Polish language until 05.09.2012 by 1pm. 8

8 Form of the offer 8.1 The contractor deliver the offer by email and by registered mail in envelope to the address indicated below: Envelope with sign - DO NOT OPEN Designation: WTE SYNTHOS Content: TECHNICAL CONTENT and BUSINESS CONTENT in accordance with sections 6.1 and 6.2. Address: SYNTHOS DWORY 7 SP. Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. Krzysztof Sordyl Ul. Chemików 1 32-600 Oświęcim krzysztof.sordyl@synthosgroup.com 9 Contact people Contact person for the contract and business issues: SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. Krzysztof Sordyl Ul. Chemików 1 32-600 Oświęcim Tel: +48 (33) 847 47 35 Fax: +48 (33) 847 21 19 E-mail: krzysztof.sordyl@synthosgroup.com 9

Contact people for technical matters: Miejsko-Przemysłowa Oczyszczalnia Ścieków Sp. z o.o. Antoni Majcherczyk Ul. Nadwiślańska 46 32-600 Oświęcim Tel: +48 (33) 847 20 25 Fax: +48 (33) 847 45 02 E-mail: antoni.majcherczyk@empos.pl SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. Krzysztof Sordyl Ul. Chemików 1 32-600 Oświęcim Tel: +48 (33) 847 47 35 Fax: +48 (33) 847 21 19 E-mail: krzysztof.sordyl@synthosgroup.com 10

Annex 1 - Project Description 1.1 The aim of the project is to build a new WTE facility on the construction plot which belongs to SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. in Oświęcim. Construction plot is already separated and ready to start construction works. Contractor will be responsible for complete preparation of technical installation, civil design and all project documentation necessary to get building permits. WTE facility will consist below main lots divided between subpackages: I. Civil works a) Concrete foundations with bunker b) Building shell c) HVAC d) Water system e) Outside works (parking, roads etc.) f) Fire fighting system g) Final completion (windows, doors etc.) h) Truck scale system II. Boiler and flue gas cleaning a) Boiler, grade and DENOX installation b) DESOX installation III. Steam turbine with generator IV. Electrical and I&C systems a) Electrical systems packages b) Instrumentation and Control V. Balance of Plant (BOP) Project Description: SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. has positive decision for WTE facility from Environment Department. Capacity of WTE facility will be 150 000Mg/year (130 000Mg of solid waste mixed with 20 000Mg of sewage sludge) to be started-up till the 1 st of October 2015. Company has chosen grade technology for WTE. Feasibility study will be ready on the 10 th of August WTE engineering design must meet the requirement set in this document. WTE engineering design must meet also technical requirements set in environmental decision. Steam and electricity from WTE facility will be used by SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. factory by itself. 11

Client s intention is to execute the project on the way of placing 14 separate contracts for the packages/lots as described above and one subcontract for civil work. Nevertheless Bidders are free in alternative to propose different approach to project execution for Client consideration Useful parameters of steam (backpressure in the turbine) are 0.35 MPa and 180stopni Celsius. Efficiency - Contractor has to provide percentage of useful energy output and percentage of electric energy contained in useful energy if introduced energy equals 100%. Documentation which will be provided by Client: Environmental decision Environmental report Necessary maps and battery limits Other technical issues provided by the Client: Electricity, water, wastes supplies (prices based on market) Access roads Building demolition if needed 12

Annex 2 - Scope of the bid The Bidder is requested to present in the offer: 1. The lump sum price for the services in the split form as presented in Annex no. 5 2. Proposed payment terms (month, amount of installment) 3. Propose the main milestones of the schedule : a) Tendering phase b) Civil works c) Procurement d) Civil erection e) Erection Phase f) Commissioning and Test Run g) Start operation 4. Reference list for similar projects in design and scope of services. 5. CV and references of proposed project manager(s) to appointed by the bidder for the execution of the project 6. CV and references of main critical staff to appointed by the bidder for the execution of the design of the project. 7. Organizational chart of the Construction Management Staff together with histogram of the resources to be dedicated to the project. 8. Guarantees and proposed compensation in case of guarantee failure for : a) Start-up of the WTE acc, to the schedule b) Capacity of WTE c) Effectiveness will be negotiated. 9. Confirmation that SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. can anytime terminate the contract without giving a reason. In that case SYNTHOS DWORY 7 Spółka z ograniczoną odpowiedzialnością S.K.A. will cover all costs for registered hours until termination period. 13

Annex 3 - Scope of documentation 3.1 Civil Construction part will fully respect polish legislation in relation to the project documentation prepared for civil permits. 3.2 Mechanical Contractor is responsible for preparing and issuing all necessary documentation which will contain all appropriate technical specifications, drawings, documentation etc. required in this type WTE installation construction. 3.3 Electrical Contractor is responsible for preparing and issuing all necessary documentation which will contain all appropriate technical specifications, drawings, documentation etc. required in this type WTE installation construction. 3.4 Instrumentation Contractor is responsible for preparing and issuing all necessary documentation which will contain all appropriate technical specifications, drawings, documentation etc. required in this type WTE installation construction. 3.5 FDS fire detection system Contractor is responsible for preparing and issuing all necessary documentation which will contain all appropriate technical specifications, drawings, documentation etc. required in this type WTE installation construction. 3.6 Gas Detection Contractor is responsible for preparing and issuing all necessary documentation which will contain all appropriate technical specifications, drawings, documentation etc. required in this type WTE installation construction. 14

Annex 4 - Description of purchasing procedures 4.1 Project purchasing and subcontracting conditions 4.1.1 General Contractor is responsible for purchasing of equipment and construction work for the Project. This includes preparing materials, equipment and construction work inquiry packages, competitive solicitation of 3-5 bids (when appropriate according to the Vendor List and market situation), expediting bids, evaluating, and tabulating minimum three (3) but maximum five (5) bids and proposals on commercial and technical basis, and recommending vendors/subcontractors for sending purchase orders. In case of receipt of less than three (3) bids, Contractor and Client will mutually agree on how to proceed. Client is not obliged to follow Contractor s recommendation on placing purchase order/subcontracts as long as the technical and commercial requirements of the selection are met. Contractor is responsible for submission of purchase orders on Client s behalf with Client s final approval and signature. Contractor is also responsible for expediting design documents, reviewing design documents for compliance to Project Specifications, performing shop inspection, coordinating shipping and expediting. The final price negotiations will be done by the Client. 4.1.2 Bid Package Preparation Contractor is responsible for preparing and issuing inquiry bid packages as set forth in paragraph 3.1, which will contain all appropriate technical specifications, documentation requirements, shipping instructions, etc. 4.1.3 Bid Evaluation Contractor is responsible for evaluation of the bids to ensure compliance with technical, requirements and to make an overview of the commercial conditions. Client shall cooperate and participate in specified evaluation and review all technical and commercial Bid Tabulations. Contractor shall ensure that copies of all bids and correspondence in connection to them from vendors/ subcontractors are sent to Client. 4.1.4 Purchase order and subcontract Approval of Bid Tabulation (vendor/subcontractor selection) handed over by Contractor shall be approved by the Client. 4.1.5 Design Review and Expediting Contractor is responsible for reviewing all vendor s procedures, design calculations, design drawings, etc. Contractor is responsible for expediting vendor delivery and documentation. Contractor is responsible for shop inspection. 15

4.1.6 VENDORS (Vendor List) Contractor is obliged to use approved Vendor List for its tendering process. Exception for using additional vendor/subcontractor which is not listed on the Vendor List shall be approved by Client in writing. 4.1.7 Typical Procurement Procedures Contractor shall submit to Client: Technical requisition for purchase orders/subcontracts in parallel when inquiry is issued and sent to vendors/ subcontractors. Client s comments to Technical requisition and vendor s/subcontractor s proposals may be given to Contractor within five (5) working days following receipt of the document above by Client. Complex Evaluation consisting of: Tabulations containing the evaluation of technically adequate and comparable bids and comparison of commercial conditions. 4.2 Construction management Contractor will organize the Project under the management of a Project Manager who will have a team of key personnel reporting to him. The team will represent all participating offices and disciplines while the Project Manager will as well be the focal point for the Client s management. The term Project Management and Organization covers the overall management of the Project by the Project Manager and his team, including quality assurance, planning and scheduling, cost reporting and material control. Contractor's planning and scheduling system, which integrates all Project activities from Engineering, Procurement, Construction, Precommissioning, Commissioning up to test run is used as a management tool, not just for planning and scheduling, but also for monitoring, controlling, forecasting and reporting. This system also provides detailed information on physical progress achieved versus scheduled and can generate status reports at various levels of detail. A monthly progress report will be provided to the Client with concise information on the current Project status, compared with the plan. It will highlight areas of concern, explain corrective actions planned and report effects of actions which were implemented previously. The Contractor performs a key role in the entire planning and scheduling process. In consultation with many others, he prepares the initial schedules, collects information for status and updates, analyzes the effects of occurrences, recommends corrective actions, is the facilitator for progress and status reviews. 16

The management team will be directed by the Construction Manager who will be overall responsible for the successful execution and completion of the construction phase of the Project. The Contractor's construction management team will be formed by members experienced in the similar type of Projects and will be drawn from the available resources of the Contractor and complemented with locally recruited secretarial and clerical assistance. The Contractor s construction management team will be under the direction of the Construction Manager. Contractor team organizational chart will be provided to Client. 17

Annex 5 - Price No. Subject of fulfillment Remarks Price in EUR 1. Detail design 2. Preparation of manuals 3. As-built documentation 4.1 Purchasing and subcontracting activities during project design phase 4.2 Purchasing and subcontracting activities after design stage and during construction phase. 5. Management of procurement activities 6. Supervision of vendors and subcontractors 7. Construction management and supervision TOTAL The above prices shall include all costs and activities except: a) Costs connected with the visit in sub-contractors workshop connected with expediting and Factory Acceptance Tests which will be reimbursed by the bidder at costs and determined manday cost b) Temporary facilities for the construction management team which will be provided by the bidder Remark: Bidder can propose different way of prices settlement only as a alternative to the above for bidder consideration 18

Annex 6 Invoicing The contractor will provide the following services: 1. Preparing an application for a building permit, including building design and all necessary documents, 2. Preparation of tender proceedings by procedures provided by the Beneficiary and the selection of subcontractors 3. Sign off contracts in his own name for the supply and construction of individual system components from subcontractors, 4. Conduct and supervision of works, installation and commissioning 5. Start the installation and acceptance testing Contractor's scope of work 1,2,4,5 will be covered by the lump sum price as agreed for services and invoiced to Synthos. Additionally Contractor will issue invoices for all elements of the installation and subcontractors work to Synthos after each stage of the project. Any costs incurred by the Contractor from suppliers and subcontractors for the activities listed in point. 3, will be re-invoiced at a cost to Synthos, the payment dates will coincide with the agreed terms with subcontractors / suppliers. Contractor s liability will be limited to the value of lump sum reimbursable agreed for Contractor services and value of compensation negotiated from sub-contractors.

Annex 7 - Declaration CONTRACTOR DECLARATION After having studied the inquiry and requirements concerning the inquiry proceedings for the "Construction of WTE facility for SYNTHOS DWORY 7 SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ S.K.A. in Oświęcim" 9.1 We hereby certify that we understood all the conditions of this inquiry proceedings and declare that we were properly informed about them and the local conditions and those we clarified all the possible unclear points concerning this inquiry proceedings before submitting our offer. At the same time, we state that we are aware that this not a public tender according to polish Public Procurement Law. We also declare that all the technical and delivery conditions required by the defining documents of this inquiry proceedings were included into the calculation of our price. We declare on the basis of the facts indicated above that: We agree with NO COMMENTS to the above conditions and procedures. Contractor: Signature:... Date: