INQUIRY.

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INQUIRY

CONTRACTOR SELECTION

for

EPCM quote

for investment deal:

„Construction of Waste to Energy (WTE) facility for SYNTHOS

DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A. in

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Extent of inquiry:

1 Introduction ... 3

2 Identification data of the Client ... 4

3 Subject of the inquiry ... 5

4 Terms of fulfillment ... 7

5 Basic requested condition ... 7

6 Structure of the TENDER-OFFER ... 9

7 Sealing and Marking of the Offer ... 10

8 Deadline for submitting the offer ... 10

9 Contact people ... 10

Annex 1 - Project Description ... 12

Annex 2 - Principles and requirements for preparation of the Documentation ... 13

Annex 3 - Scope of documentation ... 15

Annex 4 - Description of purchasing procedures ... 16

Annex 6 - Price ... 19

Annex 7 - Declaration ... 20 Annex 7 - Feasibility study - technical part

Annex 8 - Environmental decision Annex 9 - Input & Outputs maps

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1 Introduction

SYNTHOS DWORY 7 Sp. 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.

SYNTHOS DWORY 7 Sp. 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.

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.

All costs connected with participation in the selection procedure and submitting of the offer bears potential Contractors.

Client reserves the right to ask for supplementary information from each potential Contractor during evaluation process.

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%

Potential Contractor is obliged to return all materials which are a part of the selection procedure with his offer.

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2 Identification data of the Client

Client: SYNTHOS DWORY 7 SP. Z O.O. 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

Investment: Waste to Energy facility for SYNTHOS DWORY 7 SP. Z O.O. S.K.A. in Oświęcim“ as desribed in details in Annex 1.

Construction site: Area of SYNTHOS DWORY 7 SP. Z O.O. S.K.A., Oświęcim,

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3 Subject of the inquiry

The subject of the inquiry is dividing for two parts:

a) The delivery of Engineering services, Project Management, Purchasing and Subcontracting service in the name and on behalf of the CLIENT, HIM cards preparation, Construction Management till end of final pre-commissioning - this part shall be proposed based on lump sum price.

b) Participation during commissioning stage of WTE project - this part shall be proposed based on reimbursable principle.

Insite of battery limits (ISBL) activities shall be included in the CONTRACTOR´s responsibility.

Engineering

This activities shall be started either after effective date of contract or after signing of contract by both parties or CLIENT´s Letter of intent (LOI) to CONTRACTOR.

CONTRACTOR has to prepare following types (grades) of the documentation that shall be used namely for the Polish authorities negotiation, and detail CAPEX of WTE Project determination and construction of WTE Unit:

• Basic design • EIA documentation

• Documentation for building permit • An estimation of CAPEX +/- 15%.

• An estimation of time schedule of WTE Project implementation up to the Test Run of WTE Unit. • Detail Design Documentation.

• As Built Documentation. • Preliminary operating manuals. • Vendor documentation.

The documentation will be elaborated in English or Polish language.

Procurement

• Management of procurement of equipment and construction activities supplied by the vendor’s and subcontractor’s for the WTE project, including but not limited to requisitioning, technical and commercial bid evaluation, subcontracting and purchasing, (purchase order/subcontract to be signed by CLIENT), inspection, logistics, expediting, vendor document check.

• Negotiations with potential vendor and subcontractor. Selection of vendor and subcontractor with respect to CLIENT´s specialists that reserve the right to issue the final decision.

• 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 final precommissioning.

• 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 orders/subcontracts shall be paid directly to vendors and subcontractors by the CLIENT.

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• Preparation and completion of VENDOR Documentation. • Preparation of purchase order and subcontracts.

Construction

CONTRACTOR will organize the WTE 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, Pre-commissioning, 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 provide the CLIENT and CONTRACTOR’s management 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 monthly reports will include one page summary which shows current project status, schedule position, major financial information and risk analysis.

• The CONTRACTOR performs a key role in the entire planning and scheduling effort. In consultation with many others, he prepares the initial schedules, collects information for updating and status sing, analyzes the effects of occurrences, recommends corrective actions, is the facilitator for progress and status reviews.

• Construction of the WTE Project will be executed utilizing experienced multiple and single discipline Subcontractor as capabilities and capacities permit.

• 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 WTE Project.

• The CONTRACTOR’s construction management team will be formed by members experienced in the similar type of Project 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.

Pre-commissioning

• Performance of the ISBL (In Site Battery Limits) pre-commissioning.

• Coordination and management of all pre-commissioning activities of the ISBL part. • Execution of pre-commissioning is under CONTRACTOR´s responsibility.

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Commissioning

• Performance of the ISBL commissioning.

• Coordination of all commissioning on activities of the OSBL part and partly ISBL part. • Decisive part of ISBL commissioning will be coordinate by CLIENT and LICENSOR. Execution of commissioning is under CONTRACTOR´s responsibility.

4 Terms of fulfillment

• Handover of an offer 07.12.2012 • Offer discussion/explanations 07.12.2012

• Ending of the selection of the Contractor 07.01.2013

• Signing the Letter of Intent 07.01.2013

• Handover of the Contract 31.01.2013

• Decision of the continuation 30.06.2013

• Start of work 07.01.2013

• Basic design 28.02.2013

• EIA documents 29.03.2013

• Documentation for building permit 30.04.2013

• CAPEX +/- 15% estimation finished 30.04 .2013

• Decision of the continuation of Project 30.06.2013

• Put WTE unit to operation 15.09.2015

5 Basic requested condition

Price part

The total pricefor the first part of Service till FINAL PRECOMMISSIONING shall be based on lump sum price.

The offered price shall be „fix price“ and must cover all CONTRACTOR´s costs, expenses and rates up to the Milestone „FINAL PRECOMMISSIONING“ and issuing of As built documentation.

The costs and rates of CONTRACTOR since the execution of the phase of Commissioning will be reimbursed by CLIENT based on daily rates of CONTRACTOR´s specialists and supervisors.

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Daily rates for supervisors and specialists will be in the following table:

Category Hourly rate in EUR

Project Manager Project Engineer Lead Engineer Senior Engineer Engineer Technician Procurement specialist Project Controls/ Estimating Specialist Site Manager Site supervisor Other if applicable

The price shall be offered on the base of DDP Synthos Dwory 7 spółka z ograniczoną odpowiedzialnością S.K.A. Oswiecim Poland, according to INCOTERMS 2010, including break down of the offered price as stated in Annex 6.

Commercial part

• Purchasing orders are placed on account and behalf of the CLIENT(estimated 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.)

• The review of guaranties that CONTRACTOR provides to COMPANY.

• Profession C.V. of important team members – Project manager, Engineering manager, Lead Process engineer, Site manager, others up to CONTRACTOR´s account. CONTRACTOR´s experience with implementation of similar Projects.

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• Bonus and penalty system creating incentive for the CONTRACTOR to meet the CAPEX Contractor´s estimation.

• Bonus and penalty system to meet put WTE unit to the operation. • Guarantee period for engineering services.

• Limit of liability. • Terms of payment.

• Confirmation that CONTRACTOR shall after contract signature provide Good Performance Guarantee for the value of 10% of the “fix price” which will be valid from contract signature till end of mechanical guarantee period plus 30 days.

• References for similar projects. • Draft of the commercial contract.

• Propose the main milestones of the schedule.

• Organizational chart of the Construction Management Staff together with histogram of the resources to be dedicated

• 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.

• Confirmation that SYNTHOS DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A. can anytime terminate the contract without giving a reason. In that case SYNTHOS DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A. will cover all costs for registered hours until termination period. • The efficiency of conversion of Waste chemical energy into useful energy (the sum of heat and

electricity) as well as the amount of electricity and heat produced during the year. • SYNTHOS DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A.

6 Structure of the TENDER-OFFER

• The TENDER-OFFER prepared by the CONTRACTOR and all correspondence and documents related to the Offer exchanged between the CONTRACTOR and the CLIENT shall be written in Polish or English language. Any printed literature furnished by the CONTRACTOR may be written in another language as long as it is accompanied with an English translation of its pertinent passages, in which case the English translation shall prevail for purposes of interpretation of the TENDER-OFFER.

• TENDER-OFFER will be in one (1) original paper form and one (1) copy in electronic form on CD or stick. • The original Offer shall be signed by the CONTRACTOR/or a person/or persons duly authorized to bind

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7 Sealing and Marking of the Offer

• The CONTRACTOR shall seal the original and the copy in of the TENDER-OFFER in an inner and an outer envelope, duly marking the envelopes as “original” and “copy”.

• The inner and outer envelopes shall be addressed at the following address:

SYNTHOS DWORY 7 SP. Z O.O. S.K.A. Krzysztof Sordyl

Ul. Chemików 1 32-600 Oświęcim

[email protected]

with the label DO NOT OPEN – WTE PROJECT

The COMPANY will not be held responsible for the premature opening or misplacement of any TENDER-OFFER not clearly marked and addressed in accordance with above-mentioned Clause. The TENDER-OFFER received in advance will remain unopened in the COMPANY’s safekeeping until the appointed opening time.

8 Deadline for submitting the offer

Please submit the offer in Polish/English language until 30.11.2012 by 12am.

9 Contact people

Contact person for the contract and business issues:

Ul. Chemików 1 32-600 Oświęcim Tel: +48 (33) 847 47 35

E-mail: [email protected]

SYNTHOS DWORY 7 SP. Z O.O. S.K.A. Jan Rosek

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SYNTHOS DWORY 7 SP. Z O.O. S.K.A. Michaela Novakova Ul. Chemików 1 32-600 Oświęcim Tel: +420 739 588 240 E-mail: [email protected]

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

SYNTHOS DWORY 7 SP. Z O.O. S.K.A. Czesław Dąbrowski

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Annex 1 - Project Description

The aim of the project is to build a new WTE facility on the construction plot which belongs to SYNTHOS DWORY 7 SP. Z O.O. 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.

Project Description:

• SYNTHOS DWORY 7 SP. Z O.O. 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 31st of October 2015.

• Client has chosen grade technology for WTE.

• Feasibility study will be provided in Annex 7 and WTE engineering design must meet the requirement set in this document.

• WTE engineering design must meet also technical requirements set in environmental decision provided in Annex 8.

• Steam and electricity from WTE facility will be used by SYNTHOS DWORY 7 Sp. z ograniczoną odpowiedzialnością S.K.A. factory by itself.

• Client’s intention is to execute the project on the way of placing 6 or 10 or 20 or 30 separate contracts for the packages/lots. We need 4 price proposals included quantity of Contracts. Nevertheless Bidders are free in alternative to propose different approach to project execution for Client consideration together with required options as alternative.

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Annex 2 - Principles and requirements for preparation of the Documentation

Requirements for documentation

2.1.Documentation is to be provided in accordance with valid law and ISO (which are binding for SYNTHOS DWORY 7 SP.Z O.O. 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.

2.2.Principles for elaboration of the Documentation

The Documentation is to be provided in electronic and paper form in following extent:

• Draft version

• Final version

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All documentation in paper form is to be delivered to SYNTHOS DWORY 7 Sp. 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.

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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

3.4. Instrumentation

3.5.FDS – fire detection system

3.6.Gas Detection

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Annex 4 - Description of purchasing procedures

Project purchasing and subcontracting conditions

4.1.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.

4.2.Bid Package Preparation

Contractor is responsible for preparing and issuing inquiry bid packages as set forth in paragraph 4.1, which will contain all appropriate technical specifications, documentation requirements, shipping instructions, etc.

4.3.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.

4.4.Purchase order and subcontract

Approval of Bid Tabulation (vendor/subcontractor selection) handed over by Contractor shall be approved by the Client.

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4.5.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.

4.6.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.

4.7.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.

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Annex 5 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.

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.

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Annex 6 - Price

No. Subject of fulfillment Remarks Price in EUR

1. Services before the 30th of June

1.1 Basic design

1.2 Documentation for building permit

1.3 EIA documents

1.4 Purchasing and subcontracting activities during project design phase before decision

2. Services after the 30th of June

2.1 Balance of engineering

2.2 Purchasing and subcontracting activities after design stage and during construction phase. 2.3 Management of procurement

activities 2.4 Cost control

2.5 Supervision of vendors and subcontractors

2.6 Construction management and supervision

2.7 Preparation of manuals 2.8 As-built documentation

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 an alternative to the above for bidder consideration.

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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

SP. Z O.O. S.K.A. in Oświęcim"

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: