pdh polska s.a. pdh project letter of …grupaazoty.com/files/pdh/pdh project integrated epc -...

PDH Polska S.A.

Adres Siedziby

PDH Polska S.A.

ul. Kuźnicka 1, 72-010 Police

Zarząd Spółki

Andrzej Niewiński – Prezes Zarządu

Artur Więznowski – Wiceprezes Zarządu

Marek Czyż – Wiceprezes Zarządu

PDH Polska S.A. z siedzibą w Policach, ul. Kuźnicka 1, 72-010 Police wpisaną do rejestru przedsiębiorców prowadzonego przez Sąd

Rejonowy dla Szczecina-Centrum w Szczecinie XIII Wydział Gospodarczy Krajowego Rejestru Sądowego – numer KRS 0000577195,

NIP 8513187611, o kapitale zakładowym i wpłaconym w wysokości 60 000 000 PLN.

of 14 (rev. 10, 19.1.2017)

[THIS TRANSLATION INTO ENGLISH IS FOR INFORMATION PURPOSES ONLY.]

PDH POLSKA S.A.

PDH PROJECT

LETTER OF INVITATION TO EXPRESS INTEREST TO BID

FOR

A LUMP SUM TURNKEY PDH PROJECT EPC CONTRACT

Police, 20 January 2017

PDH Polska S.A.

Invitation to express interest to bid for the PDH Project EPC Contract

(rev. 10, 19.1.2017) of 14

1. Introduction and a brief description of the PDH PROJECT

1.1. PDH Polska S.A. (the “OWNER”) – a company incorporated under the laws of Poland,

having its registered office in Police, Poland – is a subsidiary of Grupa Azoty S.A.

1.2. The OWNER intends to install a new propane dehydrogenation process unit in Police

(the “PDH UNIT”) together with auxiliary facilities and infrastructure, such as a harbour

for unloading and storage of the propane from the sea going ships (the “HARBOUR”) and

an electric power supply switchgear (the “SWITCHGEAR”) (all together: the “PDH

PROJECT”).

1.3. Notwithstanding the PDH PROJECT as defined above, the OWNER considers installing,

as a part of the PDH PROJECT, a polypropylene unit (the “PP UNIT”). While deciding

whether to submit the EXPRESSION OF INTEREST (as defined in Clause 2.4.1 below),

it shall be assumed that a PP UNIT option is to be included in the EPC BID (as defined in

Clause 2.4.3 below). The OWNER’s final decision, whether the PP UNIT option shall be

included in the EPC BID, will be notified to all bidders at the later stage of the proper

phase of the TENDER (as defined in Clause 1.4 below). The OWNER’s final decision,

whether the PP UNIT option will be finally included in the EPC CONTRACT (as defined

in Clause 1.4 below), will be notified at later stage of the proper phase of the TENDER,

after opening the EPC BIDs.

1.4. The OWNER intends to commence a tender for the selection of a contractor (the “EPC

CONTRACTOR”) who will:

engineer and design the PDH PROJECT, based on the following technical inputs

provided by the OWNER:

the Basic Engineering Design for the propane dehydrogenation

(the “PDH”) process (the “PDH BED”);

the Front End Engineering Design (the “FEED”) for the PDH UNIT;

the conceptual design for the HARBOUR;

the basic design for the SWITCHGEAR;

the Technical Information Package from the licensor for the polypropylene

process – should the OWNER decide to include such in the PDH

PROJECT (please see Clause 1.3 above),

(It shall be noted that being provided by the OWNER with the above-listed

documentation shall not release the EPC CONTRACTOR from the obligation to

provide complete, in every respect, engineering and design for the PDH

PROJECT, ensuring in particular that the PDH PROJECT achieves and maintains

the guaranteed parameters.)

construct the PDH PROJECT (from materials and equipment delivered by the EPC

CONTRACTOR),

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

interconnect all parts of the PDH PROJECT and connect each of them with

the existing infrastructure necessary for the proper operation of the PDH

PROJECT and the manufacturing plant of Grupa Azoty Zakłady Chemiczne

“Police” S.A. in Police,

test the PDH PROJECT and put it into the commercial operation, and

obtain all necessary permits and administrative decisions, including the operation

permit, with the exception of the environmental decision and permits as indicated

in the ITB (as defined in Clause 1.5 below) (please note that, where necessary, the

OWNER will authorise the EPC CONTRACTOR to obtain such permits and/or

administrative decisions on its behalf);

in accordance with engineering, procurement and construction (“EPC”) contract to be

concluded – on a lump sum, turn-key basis – in accordance with the ITB (as defined in

Clause 1.5 below) (the “EPC CONTRACT”), and so that the PDH PROJECT achieves

and maintain the operating functionality and all guaranteed parameters specified by the

OWNER (the “TENDER”).

1.5. A more detailed description of the PDH PROJECT and the scope of the EPC CONTRACT

are contained in Appendix 5 to this letter of invitation to express interest to bid for the EPC

CONTRACT (the “LETTER”). Further details on the TENDER and the EPC

CONTRACT will be provided in the Invitation to Bid for the EPC CONTRACT

(the “ITB”), which will be issued by the OWNER to those of the prospective bidders who,

in response to this LETTER, express their interest in submitting a bid in the TENDER,

evidence the fulfilment of all the prequalification requirements in accordance with Clause

4 below, provide a signed Confidentiality and Non-Disclosure Agreement in accordance

with Clause 5 below (the “CNDA”) and a certificate issued by UOP (as defined in Clause

5.4 below) in accordance with Clause 5 below, subject to the OWNER’s right with regard

to sham consortia mentioned below.

2. TENDER

2.1. The EPC CONTRACT award procedure is carried out as a tender procedure on the basis of

Article 701 et seq. of the Act of 23 April 1964, Civil Code (unified text: Journal of Laws

(Dz.U.) of 2016, item 380, as amended), in line with the rules set out herein and with the

provisions of the ITB to be provided to the prospective bidders as indicated in Clause 1.5

above.

2.2. The OWNER carries out the TENDER in accordance with fair competition principles,

ensuring equal access to information and TENDER documentation.

2.3. The language of the TENDER is Polish. However, a significant portion of the TENDER

documentation (and specifically the technical documentation, including PDH BED and

FEED, EPC CONTRACT execution procedures and EPC CONTRACT time schedules)

has been prepared and will be made available by the OWNER to bidders (at the proper

TENDER phase) solely in the English language.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

2.4. The OWNER intends to conduct the TENDER to select the EPC CONTRACTOR

in a multi-step procedure comprising the prequalification phase and the proper TENDER

phase, as described below.

2.4.1. In order to ensure equal access to information and TENDER documentation, as well

as to enable each prospective bidder to acquaint itself with the LETTER in order to

decide whether to submit expression of interest to bid in the TENDER in line with

the rules set out herein (the “EXPRESSION OF INTEREST”), this LETTER is

issued and made public by the OWNER on the website. Notwithstanding the above,

the OWNER announced in the press the fact of making the LETTER public on the

website, as well as informed about that fact potential bidders, who – in the

OWNER’s opinion – at the moment of providing such information – may meet the

prequalification requirements set out herein, may wish to submit the EXPRESSION

OF INTEREST and – at the same time – seem to be able to meet the OWNER’s

expectations with regard to the EPC CONTRACTOR.

2.4.2. Having become acquainted with this LETTER, each interested prospective bidder

that meets the prequalification requirements set out in Clause 4 below, is requested

to submit an EXPRESSION OF INTEREST.

2.4.3. Subject to the OWNER’s right with regard to sham consortia, each prospective

bidder who meets all the prequalification requirements listed in Clause 4 below,

evidences that fact in line with the rules set out herein and provides

the EXPRESSION OF INTEREST in accordance with Clause 4 below, the CNDA

and a certificate issued by UOP (in accordance with Clause 5 below), will be

provided by the OWNER with the ITB and invited by the OWNER to submit

a competitive bid for the EPC CONTRACT in the TENDER (the “EPC BID”).

Such an EPC BID shall be compliant with the requirements indicated in the ITB and

all statutory requirements.

2.4.4. The OWNER allows for introducing additional prequalification steps within

the prequalification phase and/or the proper phase of the TENDER, without giving

any reasons, if only considered necessary or desirable by the OWNER.

2.4.5. The OWNER intends to evaluate the submitted EPC BIDs, select one and enter with

the successful bidder into the EPC CONTRACT. The selection of the successful

bidder will be preceded by negotiations with all or some of the bidders,

at the OWNER’s discretion.

2.5. The EXPRESSION OF INTEREST not responsive to any of the requirements listed in this

LETTER may be rejected by the OWNER. A prospective bidder whose EXPRESSION

OF INTEREST is rejected by the OWNER will not be provided with the ITB, nor will be

entitled to submit an EPC BID in the TENDER.

2.6. If only considered necessary or desirable, the OWNER may, at its sole discretion, without

giving any reasons, request all or some of the prospective bidders to provide explanations

and/or clarifications with regard to any aspect of the EXPRESSION OF INTEREST

(including appendices thereto) submitted.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

2.7. Subject to Clause 2.8 below, the successful EPC BID in the TENDER will be the bid

considered by the OWNER, at its absolute discretion, to be the most advantageous in

respect of the experience, personnel, and reliability of the bidder, and in respect of the

technical and commercial terms offered. The OWNER will retain absolute discretion on

the manner and result of the evaluation of the received EPC BIDs.

2.8. For the avoidance of doubt please note that in the TENDER the OWNER will decide, at its

absolute discretion, whether it will accept or reject an EPC BID from any bidder;

the OWNER will not be required to accept any EPC BID. The OWNER also reserves the

right to change the terms of the TENDER and the contents of the ITB, and to cancel the

TENDER, to terminate the TENDER without selecting the EPC CONTRACTOR,

to suspend the TENDER or recommence the TENDER, in each case at any time and in any

manner that the OWNER may consider necessary or desirable, without giving any reasons.

2.9. The OWNER may detail and/or amend this LETTER, in particular with respect to the

requirements set out herein, including, but not limited to, the deadline to provide

EXPRESSION OF INTEREST and/or the prequalification requirements, without giving

any reasons.

2.10. The OWNER requires each bidder to provide with its EPC BID, in accordance with the

ITB, an original, irrevocable and unconditional EPC CONTRACT bid bank guarantee,

payable by the guarantor upon the first written demand of the OWNER, for the amount of

two million euro (EUR 2,000,000).

2.11. Each bidder shall bear all costs incurred in, and relating to its own participation in the

TENDER, including in particular all costs and expenses arising from, and/or related to,

the preparation and submission of its EXPRESSION OF INTEREST, the preparation and

submission of its EPC BID, any site visits, pre-EPC BID meetings, clarification meetings

and/or negotiations prior to the signing of the EPC CONTRACT. The OWNER shall not

be responsible or liable for any such costs and/or expenses, regardless of the conduct or the

outcome of the TENDER (in particular should the OWNER cancel the TENDER,

terminate the TENDER without selecting the EPC CONTRACTOR, suspend the TENDER

or recommence the TENDER – in each such case even without giving any reasons,

at whichever stage of the TENDER it would happen).

2.12. Each bidder may submit its EPC BID individually (as the sole potential EPC

CONTRACTOR) or jointly with another party (other parties), as a consortium, in each

case for the whole scope of the EPC CONTRACT.

2.13. All consortium members jointly submitting an EPC BID, regardless of their assigned scope

of the EPC CONTRACT, will be jointly and severally liable towards the OWNER as the

EPC CONTRACTOR (if their EPC BID is selected by the OWNER).

2.14. Sham consortia, as well as consortia that violate or may violate principles of fair

competition, are not allowed in the TENDER. Should the OWNER, at its sole discretion,

establish or develop suspicions that a consortium is or may be sham or that it violates or

may violate the principles of fair competition, the OWNER will reject the EXPRESSION

OF INTEREST or the EPC BID submitted by such a consortium (in this respect, please see

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

also Clause 4.5 below). Prior to rejection the OWNER may, but is not obliged to, call on

such a consortium to provide explanations/clarifications and/or to make changes in the

consortium’s composition presented in its EXPRESSION OF INTEREST.

2.15. The OWNER allows subcontracting a part (parts) of the EPC CONTRACTOR’s

obligations under the EPC CONTRACT.

2.16. If a prospective bidder wishes to rely on references of a given entity (in order to fulfil

prequalification requirements set out in Clause 4 below and/or technical requirements set

out in the ITB), such an entity must become a consortium member under a consortium

agreement executed with such a prospective bidder. With reference to Clause 2.14 above,

please note that relying on a given consortium member’s references in the TENDER will

be understood as the (prospective) bidder’s intention to entrust such a consortium member

with the execution of the scope of the EPC CONTRACT corresponding to such references.

Consequently, the given consortium member’s references relied on in the TENDER are to

correspond with the scope of the EPC CONTRACT to be performed by this specific

member of the consortium in the PDH PROJECT under the EPC CONTRACT (its

consortial share) (in this respect, please see also Clause 4.5 below).

2.17. A bidder (including each consortium member) may be involved only in one EPC BID

based on the ITB, whether on its own, or as a member of a consortium. Please note that for

the purposes of this requirement, a “bidder” shall be understood to mean jointly the bidder

and all its affiliates (within the meaning of the Accountancy Act dated 29 September 1994

– consolidated text: Journal of Laws Dz.U. of 2013, item 330, as amended).

3. Key dates in the TENDER and in the PDH PROJECT

3.1. The key planned dates in the TENDER and in the PDH PROJECT, as envisaged on

the date of this LETTER, are as follows:

The publication of this LETTER: 20 January 2017.

Prospective bidders providing the EXPRESS OF INTEREST: by 20 February 2017.

The ITB issue to the bidders: 13 March 2017.

EPC BIDs due: July 2017.

Selection of the EPC CONTRACTOR: December 2017.

The PDH PROJECT start of commercial operation: TBA.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

4. EXPRESSION OF INTEREST

4.1. Each interested prospective bidder is requested to submit its EXPRESSION OF

INTEREST by 20 February 2017, 12:00 (midday) CET.

4.2. The EXPRESSION OF INTEREST shall:

be prepared in accordance with this LETTER, in particular with this Clause 4,

include all information and data required herein, as well as

be submitted together with all the appendices requested herein at this stage of

the TENDER, in particular, a signed CNDA.

4.3. The EXPRESSION OF INTEREST is to be made in writing, in two identical hard copies

(two original copies, identical in content), in the Polish language, signed by a person

appointed by the prospective bidder to act in the TENDER as the single point contact

person for such a prospective bidder in all matters related to the TENDER, duly authorized

to represent such a prospective bidder (if applicable, all members of the prospective

consortium constituting such a prospective bidder) in all matters related to the TENDER

(except for the signing an EPC BID on behalf of such a prospective bidder, if admitted to

the proper TENDER phase) (the “BIDDER’s TENDER COORDINATOR”). For

details, as regards the BIDDER’S TENDER COORDINATOR, please refer to Clause 4.12

below.

4.4. In the EXPRESSION OF INTEREST a prospective bidder shall clearly express its interest

to bid in the TENDER and indicate its full name and registered address.

4.5. If the prospective bidder intends to bid in the TENDER jointly with other parties,

as a consortium, the EXPRESSION OF INTEREST shall list the full names and registered

addresses of all the (prospective) parties of such consortium, indicate the leader member of

the consortium, as well as present a general division of the scope of the EPC CONTRACT

to be performed by each specific member of the consortium (all as already is or will be

determined under the consortium agreement). Please note that the composition of

a consortium notified by the prospective bidder in the EXPRESSION OF INTEREST,

as well as the consortium’s leader, may not be revised (regardless of whether by removing

one or more of consortium members, adding subsequent consortium member(s) or

substituting any of them) without the express written consent of the OWNER. Please also

note that the OWNER reserves its right to reject, at its sole discretion, a consortium

constituting a prospective bidder, in particular should – in the OWNER’s opinion – the

division of the scope of the EPC CONTRACT between the consortium members, provided

by the bidder, seem to be disproportionate and/or may be considered illusory (in this

respect please see also Clause 2.14 above). Moreover, unless otherwise expressly agreed

in writing with the OWNER, the scope of the EPC CONTRACT to be performed by each

of the consortium members (its consortial share), indicated by a bidder in its EPC BID,

shall not considerably differ from the division of such a scope indicated by the said bidder

in its EXPRESSION OF INTEREST. For the avoidance of doubt, the assessment of the

significance of any amendment considered or introduced by a bidder into the division of

scope referred to in the preceding sentence is left to the sole discretion of the OWNER.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

Should a bidder have any doubts whether a revision that it considers to make with regard to

the division of the EPC CONTRACT scope may be found by the OWNER as significant

(within the meaning of this Clause 4.5), such a bidder shall promptly clarify the issue with

the OWNER.

4.6. All the following requirements shall be considered the prequalification criteria

conditioning the receipt of the ITB, and the admissibility of the submission of such

bidder’s EPC BID (subject to additional requirements resulting from the ITB):

4.6.1. the prospective bidder’s in-house process design capability and process

expertize for processes similar to the PDH technology, allowing the bidder to

develop the technical inputs provided by the OWNER, to take the risk and the

responsibility for the final engineering design and the process guarantees, as well as

to provide full technical support, on the ongoing basis, to the other process related

EPC activities, and

4.6.2. the prospective bidder’s experience as EPC contractor in comparable projects

(which means:

development, engineering, procurement and construction of chemical plants

[experience in petrochemical plants will be preferred] executed under an EPC

contract, of a bidder’s share contract value not less than one hundred and

twenty million euros [EUR 120,000,000]

construction of fuel depots, terminals or sea terminals with associated

infrastructure under an EPC contract, of a bidder’s share contract value not less

than twenty million euros [EUR 20,000,000];

construction of ports and harbours with associated infrastructure under an EPC

contract, of a bidder’s share contract value not less than ten million euros [EUR

10,000,000]

– hereinafter collectively referred to as “COMPARABLE PROJECTS”) – at least

three (3) in each of the above categories, within the last ten (10) years prior to the

execution of this LETTER, and

4.6.3. the experience of the prospective bidder’s nominated key personnel in

the COMPARABLE PROJECTS, qualified and dedicated to the performance of

the EPC CONTRACT (which – at this prequalification phase of the TENDER –

shall be understood as: a project manager, a technical project manager, a lead

process engineer, a liquefied gas logistics lead engineer – the “KEY

PERSONNEL”) – with regard to each member of the nominated KEY

PERSONNEL: at least two (2) in the category of chemical plants [experience in

petrochemical plants will be preferred] within the last ten (10) years prior to the

execution of this LETTER, except for the logistics engineer who shall prove at least

two (2) references in the liquefied gas transportation and storage within the last ten

(10) years prior to the execution of this LETTER, and

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

4.6.4. the evidence of the prospective bidder’s good financial standing, and

4.6.5. the prospective bidder’s statement on the dedicated KEY PERSONNEL.

4.7. With regard to criteria listed in Clause 4.6.1 above, in its EXPRESSION OF INTEREST

the prospective bidder shall provide information about the organisation, staffing and

engineering tools of its engineering department with the special consideration of the

process engineering, as well as submit its process engineering references from the last ten

(10) years prior to the execution of this LETTER, which shall include at least:

4.7.1. the name of the client,

4.7.2. the name and location of the engineered process plant,

4.7.3. a general description of the engineered process plant, including its value in EUR and

its start and completion dates,

4.7.4. a general description of the prospective bidder’s responsibilities in relation to the

process plant, including the value of the prospective bidder’s respective contract,

quoted in EUR, and

4.7.5. the name, position and contact details of a reference person within the applicable

client organization, whom the OWNER may contact to enquire about such

prospective bidder’s engineering services performance.

Please note that if the EPC BID is to be submitted by a consortium, it shall be clearly

indicated in the EXPRESSION OF INTEREST to which consortium member refer

information requested above.


the prospective bidder shall provide information about such COMPARABLE PROJECTS

and the prospective bidder’s role in them. The description of such COMPARABLE

PROJECTS and the prospective bidder’s role in them shall include at least:

4.8.1. the name of the client,

4.8.2. the name and location of the COMPARABLE PROJECT,

4.8.3. a general description of the COMPARABLE PROJECT, including its value in EUR

and project duration in months, as well as its start and completion dates,

4.8.4. a general description of the prospective bidder’s responsibilities in / in relation to the

project, including the value of the prospective bidder’s respective contract, quoted

in EUR,

4.8.5. the name, position and contact details of a reference person within the applicable

client organization, whom the OWNER may contact to enquire about such

prospective bidder’s performance in the COMPARABLE PROJECT,

and shall be presented separately for each of the categories of the COMPARABLE

PROJECTS indicated in Clause 4.6.2 above.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

Please note that if the EPC BID is to be submitted by a consortium, it shall be clearly

indicated in the EXPRESSION OF INTEREST to which consortium member refer

information requested above.


the prospective bidder shall provide information about the nominated KEY PERSONNEL

qualified and dedicated to the performance of the EPC CONTRACT, as well as each KEY

PERSONNEL member’s experience in the COMPARABLE PROJECTS. With regard to

the above the prospective bidder shall provide at least:

4.9.1. information on the professional experience of the prospective bidder’s KEY

PERSONNEL presented in the form of detailed professional curriculum vitae of

each member of such KEY PERSONNEL – the curriculum vitae shall in particular:

list the names of the projects in relation to which the given person has performed

management or engineering for EPC, specify the name of such person’s employer(s)

at the time, provide a description of such person’s tasks and responsibilities in

relation to each project mentioned, as well as values of the projects in which the

given person was involved / responsible for; with regard to evidencing each KEY

PERSONNEL member’s experience in the COMPARABLE PROJECTS

(as requested in Clause 4.6.3 above), the requirements listed in Clause 4.8 above

apply accordingly;

4.9.2. information of the nature of its contractual relationship with each of the indicated

members of the KEY PERSONNEL (e.g. full or part-time employment for a specific

period, contract with a self-employed contractor, etc.);

4.9.3. a statement on the dedicated KEY PERSONNEL (in a form indicated in Appendix

no. 2 to this LETTER) in which the given prospective bidder represents that each

KEY PERSONNEL member nominated in the EXPRESSION OF INTEREST will

be dedicated to the performance of the EPC CONTRACT with regard to the given

bidder’s EPC BID, and will directly and personally participate in the performance of

the EPC CONTRACT.

Please note that if the EPC BID is to be submitted by a consortium, the KEY

PERSONNEL is to be nominated jointly for the whole consortium. Moreover, in such

a case it shall be clearly indicated in the EXPRESSION OF INTEREST, which of the

consortium members a nominated KEY PERSONNEL member has contractual

relationship with.

Please also note that the KEY PERSONNEL nominated in the EXPRESSION OF

INTEREST may not be revised by a bidder without the express written consent of the

OWNER.

4.10. With regard to criteria listed in Clause 4.6.4 above in its EXPRESSION OF INTEREST

the prospective bidder shall evidence its good financial standing. Such evidence shall be

provided in the form of:

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

4.10.1. stating a credit rating awarded to the prospective bidder by a recognized credit

rating agency (if available), and

4.10.2. the prospective bidder’s audited annual reports for the preceding three (3) financial

years, indicating a profit (together with statutory auditor's opinions issued in

respect thereof); moreover, the prospective bidder shall indicate the value of its

annual turnover (in currency indicated in the audited annual reports mentioned

above, as well as in EUR) in each of the preceding three (3) financial years, based

on the prospective bidder’s audited reports mentioned above; and

4.10.3. the prospective bidder’s statement on the lack of the proceedings that might

adversely affect its good financial standing (in the form of a statement indicated in

Appendix no. 3 to this LETTER).

Please note that if the EPC BID is to be submitted by a consortium, the evidence of good

financial standing is to be provided for each of the consortium members.

4.11. Documents listed in Clause 4.9.3 and Clause 4.10.3 above shall be executed by a person or

persons duly authorized to undertake obligations on behalf of the prospective bidder (or if,

applicable, on behalf of each member of the consortium constituting such a prospective

bidder). Along with the required documents referred to in the preceding sentence, the

prospective bidder is requested to provide to the OWNER documents confirming beyond

any doubt the authorization of the person(s) who has/have executed such on behalf of the

prospective bidder or, if applicable, on behalf of each member of the prospective

consortium constituting such a prospective bidder. Scanned copies of the authorization

documents are acceptable. Clause 4.15 applies accordingly.

4.12. In its EXPRESSION OF INTEREST each prospective bidder shall indicate the following

information of its BIDDER’S TENDER COORDINATOR: the full name and surname,

together with its contact details (mail address, e-mail address, fax number, telephone

number), which are to be the prospective bidder’s contact details for the TENDER

purposes. Notwithstanding the above, along with the EXPRESSION OF INTEREST,

the prospective bidder is requested to provide to the OWNER documents confirming:

(i) such BIDDER’S TENDER COORDINATOR’s appointment to act in the TENDER as

the single point contact person for such prospective bidder (if applicable, for all members

of the consortium constituting such a prospective bidder) in all matters related to the

TENDER, duly authorized to represent such a prospective bidder (if applicable, all

members of the consortium constituting such a prospective bidder) in all matters related to

the TENDER (except for the signing an EPC BID on behalf of such a prospective bidder,

if admitted to the proper TENDER phase), and (ii) the authorization of person(s) who

has/have executed such an appointment on behalf of the prospective bidder (if applicable,

on behalf of each member of the consortium constituting such a prospective bidder);

scanned copies of authorization documents are acceptable. For the avoidance of doubt, in

case of a consortium, all members of such a consortium constituting the prospective bidder

shall jointly appoint the BIDDER’S TENDER COORDINATOR.

4.13. The EXPRESSION OF INTEREST shall include a table of contents indicating all the

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

documents constituting the EXPRESSION OF INTEREST, in the sequence resulting from

this LETTER. All pages of each copy of the EXPRESSION OF INTEREST, including its

front and last page, as well as appendices attached thereto, are to be clearly and

consecutively numbered, are to indicate page number of total number of pages, and are to

be bound together in a way preventing their accidental partitioning.

4.14. Notwithstanding the above Clauses of this LETTER, each original copy of the

EXPRESSION OF INTEREST shall be signed (as a whole), and each page of each original

copy of the EXPRESSION OF INTEREST shall be initialled, by the BIDDER’S TENDER

COORDINATOR.

4.15. If the original versions of any of the documents constituting the required elements of the

EXPRESSION OF INTEREST in accordance with this LETTER are not in Polish, the

prospective bidder shall provide such original versions in the original language,

accompanied by a certified translation into Polish. In case of discrepancies between the

language versions, the Polish version will prevail.

4.16. A complete EXPRESSION OF INTEREST shall be submitted by each prospective bidder

in two original, identical, separated copies, in a closed, heavy duty, opaque envelope,

initialled on both sides, sealed and packed in a way securing it from incidental opening,

and from damage in transit. The outer envelope shall be addressed to the OWNER as

indicated in Clause 4.17 below, specify the sender (i.e. name and address of the

prospective bidder; in case of a consortium – names and addresses of all the consortium

members), indicate name and surname of the BIDDER’s TENDER COORDINATOR and

bear the following additional wording: “PDH PROJECT – EXPRESSION OF

INTEREST”.

4.17. The EXPRESSION OF INTEREST is to be delivered personally or sent by courier service

or by prepaid registered post to Mr. Tomasz Samek at the following address:

Mr. Tomasz Samek

PDH Polska S.A.

ul. Kuźnicka 1, bud. S 9

72-010 Police

4.18. Notwithstanding the above, a scanned corresponding electronic copy of the EXPRESSION

OF INTEREST (together with all its appendices), signed and delivered or sent to the

OWNER in accordance with the above instructions, is to be additionally sent within the

time limit set out in Clause 4.1 of this LETTER at Pawel Przychodzien’s e-mail address

(e-mail: [email protected]).

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

5. Confidentiality and non-disclosure agreements

5.1. Each interested prospective bidder is required to attach to its EXPRESSION OF

INTEREST the CNDA as appended to this LETTER, filled in with such prospective

bidder’s name, address and contact details, as well as signed by the person(s) duly

authorized to validly undertake the obligations contained in the CNDA on behalf of

the given prospective bidder. In case that the prospective bidder is a consortium,

the CNDA is to be validly executed on behalf of each member of the (prospective)

consortium. Please note that the CNDA may not be executed by the BIDDER’s TENDER

COORDINATOR.

5.2. Please note that no amendments to the CNDA appended to this LETTER are acceptable.

5.3. Along with the executed CNDA, the prospective bidder is requested to provide to the

OWNER documents confirming the authorization of the person(s) who has/have executed

such CNDA on behalf of the prospective bidder or, if applicable, on behalf of each

member of the prospective consortium constituting such a prospective bidder. Scanned

copies of authorization documents are acceptable. Clause 4.15 applies accordingly.

5.4. Notwithstanding the above, subject to Clauses 5.5 and 5.6 of this LETTER, an interested

prospective bidder is required to provide the OWNER by 13 March 2017, 10:00 a.m.

CET, with a certificate validly executed on behalf of UOP LLC, with its seat in Des

Plaines, Illinois, U.S.A., or on behalf of UOP Ltd., with its seat in Ladymead, Guildford,

UK, stating that such a prospective bidder (and in case of a consortium – each member of

such a consortium constituting the prospective bidder) has entered into a suitable non-

disclosure agreement with UOP LLC or UOP Ltd. (“UOP”) in relation to proprietary

documentation and information concerning the PDH UNIT, and that UOP agrees for the

PDH BED and all related documentation, to be disclosed to such a bidder or, if applicable,

a consortium of specifically named consortium members, together with the ITB. Clauses

4.17 and 4.18 apply accordingly.

5.5. Please note that a certificate mentioned in Clause 5.4 above shall not be provided with the

EXPRESSION OF INTEREST. Each of the prospective bidders shall refrain from any

contacts with UOP with regard to a non-disclosure agreement concerning the PDH UNIT

(mentioned in Clause 5.4 above) until being formally informed by the OWNER of the

fulfilment of the prequalification criteria and other requirements set out herein.

The OWNER intends to provide UOP with an exhaustive list of prospective bidders who

fulfilled the prequalification criteria and other requirements set out herein, requested by the

OWNER at this stage of the TENDER, and should therefore contact UOP with regard to

a non-disclosure agreement concerning the PDH UNIT, in order to provide the OWNER

with the certificate mentioned in Clause 5.4 above.

5.6. Please note that, although the OWNER’s aim is to allow the opportunity to bid in the

TENDER to each interested prospective bidder meeting the prequalification criteria, due to

the contents and the nature of the information set out in the PDH BED, the final decision

on whether UOP is to enter into a suitable non-disclosure agreement with a given

prospective bidder is up to UOP.

PDH Polska S.A.


(rev. 10, 19.1.2017) of 14

6. Issue of the ITB

6.1. As indicated above, subject to the OWNER’s right with regard to sham consortia, only the

parties who meet the criteria set out in this LETTER, acknowledge the interest to bid in

accordance with Clause 4 above, and submit the signed CNDA and the certificate issued

by UOP, both referred to in Clause 5 above, may become a bidder in the TENDER and

receive the ITB.

6.2. The OWNER will promptly verify EXPRESSION OF INTEREST (together with all

appendices attached thereto) submitted by prospective bidders in response to this LETTER

and confirm, where applicable, the fulfilment of the prequalification criteria and other

requirements set out herein, in particular in order to enable the prospective bidders to

contact UOP with regard to and in accordance with Clauses 5.4 and 5.5 above.

Should you require any further information or clarification in relation to this letter, please contact

Mr. Paweł Przychodzień: [email protected].

Yours faithfully,

On behalf of PDH POLSKA S.A.:

__________________________

Andrzej Niewiński

President of the Management Board

Appendices:

1. Form Confidentiality and Non-Disclosure Agreement;

2. Form Statement on the dedicated KEY PERSONNEL;

3. Form Statement on the lack of the proceedings that might adversely affect the prospective

bidder’s good financial standing;

4. EXPRESSION OF INTEREST check-list;

5. Description of the PDH PROJECT and the scope of the EPC CONTRACT.