CONCESSION AGREEMENT FOR DESIGN - CONSTRUCTION - … · 2017. 11. 13. · maintenance and...

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Invitation to IE Tender - Revision

MINISTRY OF INFRASTRUCTURE AND TRANSPORT PROVISIONAL CONTRACTOR: ARIADNE AIRPORT GROUP

GENERAL SECRETARIAT OF INFRASTRUCTURE

GENERAL SECRETARIAT

OF TRANSPORT INFRASTRUCTURE

“ΕΥΔΕ/ΚΕΣΠ/Π&ΒΕ”

CONCESSION AGREEMENT FOR DESIGN - CONSTRUCTION - FINANCING - OPERATION - MAINTENANCE AND EXPLOITATION OF THE NEW INTERNATIONAL AIRPORT OF HERAKLION CRETE & DESIGN - CONSTRUCTION AND FINANCING OF THE ROAD CONNECTIONS

OPEN INTERNATIONAL TENDER FOR THE SELECTION OF INDEPENDENT ENGINEER

INVITATION TO TENDER - REVISION

ATHENS OCTOBER 2017

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INVITATION TO TENDER For the selection of a contractor for the project:

Provision of Independent Engineer services for the Project: “DESIGN - CONSTRUCTION - FINANCING - OPERATION -

MAINTENANCE AND EXPLOITATION OF THE NEW INTERNATIONAL AIRPORT OF HERAKLION CRETE & DESIGN - CONSTRUCTION AND

FINANCING OF THE ROAD CONNECTIONS” 1. PREAMBLE The Ministry of Infrastructure, Transport, and Networks, acting on behalf of

the Hellenic Republic, conducted an International Open Tender for the

implementation of the Project “Design - Construction - Financing - Operation -

Maintenance and Exploitation of the New International Airport of Heraklion

Crete & Design - Construction and Financing of the Road Connections” (the

“Project”). The Tender Notice of the Project (the “Tender Notice”) and the rest of the

Tender Documents of the Project were approved with Decision no.

ΕΠΠ/ΑΚ/Φ1.1/ οικ 1524/14-05-2014 of the Minister of Infrastructure, Transport

and Networks and were finalized with Decision no. ΕΠΠ-

ΒΕ/Γ/ΑΚ/Φ1.1/9548/29-09-2016 of the Minister of Infrastructure, Transport,

and Networks, with the purpose of selecting a contractor for the above-

mentioned Project, the sole awarding criterion being the lowest financial offer.

The Tender was conducted on the 27th of October 2016 and the consortium

of companies under the trade name “Consortium TERNA SA – GMR Airports

Limited ” and the distinctive title “ARIADNE AIRPORT GROUP" was selected

as the Provisional Contractor, according to Decision no. ΕΠΠ-

ΒΕ/Γ/Φ27/5100/30-05-2017 of the Minister of Infrastructure, Transport and

Networks.

Pursuant to article 28 of the Tender Notice, the selected Provisional

Contractor is obliged to conduct an open international tender in order to select

the individual or legal person that will undertake the duties of Independent

Engineer (“Independent Engineer Tender”), as described in detail in the Draft

Concession Agreement regarding the Project’s Design - Construction Period

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(Period T1) and will enter into an Independent Engineer Contract with the

Company (as this is defined hereinafter).

Now, hereby, a notice of the above-mentioned open international tender is

given in order for the selection of the Project’s Independent Engineer, and the

terms and conditions of participation in that tender are defined.

2. DEFINITIONS Unless otherwise defined herein, the definitions set forth herein have the

meaning that is given in the Tender Notice and the Draft Concession

Agreement of the Project including their Annexes (the “Tender Documents”).

Participation in the Independent Engineer Tender requires a thorough study of

the Project's Tender Documents and their attachments, and IE Bidders hereby

declare, through their participation in the IE Tender, that they have taken full

cognizance and unreservedly accept all the terms of this IE Invitation, the

Draft IE Agreement as well as the Tender Documents.

In addition, the following terms used herein have the following definitions:

“Independent Engineer or IE” means the person that shall control and

approve the Designs and supervise the Project’s Constructions during the

Design - Construction Period, in accordance with IE Agreement and the more

specific terms of the Project’s Tender Documents.

“IE Contractor” means the Lowest IE Bidder who shall sign the IE

Agreement, according to the provisions of 16.1 hereof.

“Second Lowest IE Bidder" means the person who shall be ranked second

in the IE Tender, after the evaluation of the IE Bids and shall be designated as

such by the IE Tender Committee.

“IE Bidder” means any individual or legal person or consortium or joint

venture that has submitted a bid in the IE Tender.

“IE Tender” or “Independent Engineer Tender” means the tender

announced hereby for the selection of the Project’s Independent Engineer.

“IE Bidder’s Participation Letter of Guarantee” means the bank letter of

guarantee according to the terms of article 11, which each IE Bidder shall

submit with their bid.

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“Consortium” means the consortium of companies under the trade name

“CONSORTIUM TERNA SA – GMR Airports Limited”, with the distinctive title

“ARIADNE AIRPORT GROUP”, having its registered seat in Athens, No. 85,

Messogion Ave, Postal Code 115 26, that already has been announced as

Provisional Contractor of the Project hence, invites the interested parties to

submit bids according to this invitation.

“IE Tender Committee” means the committee, which will be constituted

according to the provisions of article 28.5.5 of the Tender Notice, whose

objective is to conduct the IE Tender and evaluate the IE Tenders, according

to the terms set forth in this IE Invitation and in the Project’s Tender Notice.

“Company” or “Airport Company” means the societe anonyme company of

special/exclusive purpose that shall be established by the Initial Shareholders

under the Greek law in which, following the amendment of its Original Articles

of Association according to the provisions of clause 9.3.1 of the Draft

Concession Agreement, the Hellenic Republic shall participate as a

Shareholder with a percentage of 45,90%.

“Members of the Consortium” are: a) the societe anonyme company under

the trade name “TERNA SA”, having its registered seat in Athens, number 85,

Messogion Ave., Postal Code 115 26, and b) the company under the trade

name “GMR Airports Limited”, having its registered seat in India, New Udaan

Bhawan, Opposite Terminal 3, Indira Gandhi International Airport, New Delhi

– 110037.

“Lowest IE Bidder” means the person who shall be ranked first in the IE

Tender, after the evaluation of the IE Bids by the IE Tender Committee.

“IE Invitation” means this invitation to the IE Tender, including its annexes,

amendments and any clarifications that may be provided according to article

9.2 hereof, which in total constitute an integral part hereof.

“IE Bid” means all the papers, supporting documents and records that shall

be submitted by the IE Bidder, according to the provisions hereof.

“IE Financial Bid” means the content of subfolder “B” of the IE Bid.

“Compatible Airport” has the meaning of article 17.3.1 of the Tender Notice.

“Draft IE Agreement” means the attached hereof as Annex V draft

agreement which the IE Bidders are obliged to take into consideration for the

submission of their bid.

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“IE Agreement” means the agreement which will be executed between the IE

Contractor and the Company according to Draft IE Agreement.

3. SCOPE OF THE TENDER – DATE AND DEADLINE FOR THE SUBMISSION OF BIDS 3.1 The Consortium, in its capacity as Provisional Contractor of the Project,

hereby announces an international open tender for the selection of

Independent Engineer, with the lowest IE Bid being the sole awarding

criterion, in accordance with the terms of this IE Invitation and the Project’s

Tender Documents.

3.2 The receipt, check, and evaluation of the IE Bids shall be conducted at

the Consortium's registered seat by the IE Tender Committee.

3.3 The submission of the IE Bids shall take place at the Consortium's seat

in Athens, No. 85, Messogion Ave, Postal Code 115 26 on Thursday,

December 7, 2017 from 10.00 am to 12.00 pm at the latest.

The date mentioned above may be postponed by decision of the Consortium

taking into consideration the Period of Contractual Document Finalization,

according to provisions of article 28 of the Project’s Tender Notice.

3.4 The submission of IE Bids may alternatively be done in two ways:

(i) by submission at the Consortium’s registered seat, by a duly

authorized representative of the IE Bidder, on the date of

submission of IE Bids and within the above period set for the receipt

of IE Bids, or

(ii) by registered mail or courier company at the Consortium's

registered seat for the attention of the representative of the

Consortium, i.e. Mr. Alexander Aligizakis or Mr. Emmanouil

Moustakas, on the date of submission of IE Bids and within the

receipt period of IE Bids set in clause 3.3 above, against proof of

delivery/receipt. It is clarified that in these cases, the responsibility

for the timely submission of the IE Bid lies with the IE Bidder.

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3.5 The receipt may continue after the expiry of the time for the submission

of IE Bids, in case the submission of bids that has timely begun continues

uninterrupted due to the number of prospective bidders.

3.6 Any bid that will be submitted to the Consortium after the date and time

mentioned above shall be considered overdue and shall be returned to the IE

Bidder without being opened.

4. SUMMARY DESCRIPTION OF THE SCOPE

The IE Contractor shall enter into the Independent Engineer Agreement with

the Company, under which they shall undertake to perform the duties, as

described in the Tender Documents, the IE Invitation and the attached herein

Draft IE Agreement and under the terms thereof.

5. RIGHT OF PARTICIPATION AND ELIGIBILITY CONDITIONS – CRITERIA 5.1 Individual persons or legal entities as well as consortiums and joint

ventures are entitled to participate in the IE Tender, as long as they. or in

case of consortium or joint venture, their members:

(i) are established in a Member State of the European Union, the European

Economic Area, or a Member State of the World Trade Organization or in

States that have entered into bilateral agreements with the European Union

regarding the procedures for the award of public contracts; and

(ii) Comply with the terms and conditions outlined in this article (5).

IE Bidders are not required to obtain a specific legal form in order to

participate to the IE Tender.

5.2 In case of a consortium or joint venture who submit a common bid, the

below terms shall apply:

a) their Members will be collectively and in full obligant between them,

i) before the Consortium as regards to IE Bidder’s obligations

and/or the Lowest IE Bidder’s obligations, according to the terms

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hereof and ii) if announced IE Contractor, before the Consortium

and the Company, once the latter is constituted.

b) the participation percentage of their members declared through the

IE Bid, will be binding in case the specific IE Bidder is announced

as the Lowest IE Bidder and/or the IE Contractor.

c) any IE Bid submitted by consortium or joint venture must be signed

by the legal representatives or the joint representative, who is

legally designated by each if the members of the consortium or the

joint venture.

5.3 Any individual or legal person as well as consortiums or joint ventures

are entitled, on penalty of exclusion from the procedure, to participate with

one and only IE Bid. Additionally the members of a consortium or a joint

venture are not entitled, on penalty of exclusion from the procedure, to

participate in more than one IE Bidders.

5.4 More specifically, the individual or legal person wishing to be selected

as Independent Engineer should meet the following criteria, on penalty of

exclusion from the IE Tender procedure:

i. Have a proven experience in independent engineer duties, in

developing and implementing project quality management systems,

design checking, time schedules, certification of works and

construction supervision in at least one (1) Compatible Airport which

must have been completed over the last decade (2007-2016). It is

noted that the above required experience is considered to be

possessed by an IE Bidder who demonstrates at least the fulfillment of

the duties of independent engineer regarding (A) the passenger

terminal building of at least one Compatible Airport including all the

installations and systems of the said building and (B) aircraft traffic and

parking areas, which necessarily include aircraft parking and service

areas (apron), taxiways and runway of at least one Compatible Airport,

including the required infrastructure and the required facilities and

networks of those areas, without requiring the above (A) and (B)

sections to refer to the same Compatible Airport. The above required

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experience is taken into account provided that it concerns all stages of

development of Compatible Airport parts (A) and (B) above, as

described in the first field of this article 5.4i, until such parts are

complete and become fully operational and provided that each of these

complete segments corresponds to one and only Compatible Airport.

For the purpose of clarification of this article, experience which refers to

(A) and/or (B) parts of Compatible Airport shall not be taken into

account if it has derived from expansion or completion of an existing

Compatible Airport in case the above conditions are not met. In case that the above experience of the IE Bidder results from their

participation in a consortium or joint venture, it shall only be taken into

account if the participation percentage in such consortium or joint

venture is over 50%.

In case the IE Bidder is a consortium or joint venture, then:

(a) In case the above experience under (A) and (B) parts of Compatible

Airport is provided by one member, then this member must (i)

participate in the consortium or joint venture with a percentage of more

than fifty per cent (50%), a percentage which will remain irreducible

throughout the duration of the IE Agreement including any extensions

and (ii) be the leader of the IE Bidder, a position he / she will maintain

throughout the duration of the IE Agreement including any extensions.

(b) In the event that in order to prove the above required experience

the IE Bidder invokes the experience of more of its members, then the

members of the IE Bidder, whose experience is invoked, shall

participate in the consortium or joint venture cumulatively with more

than fifty percent (50%). This cumulative percentage shall remain

irreducible throughout the duration of the IE Agreement including any

extensions. In this case, the one of the members of the IE Bidder -

whose experience is invoked - which will hold the highest percentage of

participation in relation to the other members, will be the leader of the

IE Bidder, a position he/she will maintain throughout the duration of the

AM Agreement, including any extensions. In the event that the IE

Bidder’s members - whose experience is invoked - hold the same

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percentage of participation, then it is at their discretion to indicate the

IE Bidder’s leader.

ii. Operate within a certified ISO 9001 or equivalent quality assurance

system. In case of a consortium or joint venture, the obligation of this

clause must be applicable to the person(s) who provide(s) the required

experience to the IE Bidder including the person who will be the leader

of the IE Bidder.

iii. Have no direct relation (in case of consortium or joint venture, this

applies for each member separately) with the Provisional Contractor or,

where applicable, the Members of the Provisional Contractor, which

creates a conflict of interest.

iv. Be insured, at the time of bid submission, against professional liability

risks for an amount of at least ten million Euro (10,000,000.00 €) per

event and twenty million Euro (20,000,000.00 €) cumulatively. In case

of a consortium or joint venture, the obligation of this clause must be

applicable at least to the person who will be the leader of the IE Bidder.

In case where a foreign currency conversion in € is required, in order to

document the above amounts, the reference date shall be the bid

submission date, as defined in the above clause 3.3 hereof.

v. Have a turnover from the provision of independent engineering

services over the last five (5) financial years, which, cumulatively

calculated, will be at least equal to the total amount of twenty million (€

20,000,000.00 before VAT). In case the IE Bidder is a consortium or

joint venture, in order to confirm fulfillment of this condition, the sum of

weighted averages of turnover of each of their member for the

provision of independent engineering services, will be taken into

consideration. The calculation shall be carried out based on the

participation share in the IE Bidder, as per declaration of these

members. In case where a foreign currency conversion in € is required,

in order to document the above amount, the reference date shall be the

bid submission date, as defined in the above clause 3.3 hereof.

vi. Ensure the participation in the execution of the tasks of Independent

Engineer, of suitably qualified and experienced persons as to the

provision of such services in projects of a similar size, object and

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complexity to those of the Project and the services it is required to

cover according to the needs of the Project, such as these needs arise

from the Tender Documents and the Draft IE Agreement. IE Bidders

should have at least the technical personnel listed in the table of Annex

I (a) for the execution of the Project.

5.5 Each IE Bidder, or in case of consortium or joint venture, each member

of IE Bidder must meet, on penalty of exclusion, cumulatively the following

criteria regarding their personal status:

5.5.1 Be recorded in a professional or commercial register in accordance

with the law of their country of establishment.

5.5.2 Not be in a state of bankruptcy, liquidation, receivership, termination of

business or composition and, in the case of foreign persons, in any

similar situation arising from a similar procedure, as provided in the

national legislation of their country of establishment.

5.5.3 Not be the subject to proceedings for bankruptcy, liquidation,

receivership, termination of business or composition and, in the case of

foreign persons, in any other similar situation arising from a similar

procedure, as provided in the national legislation of their country of

establishment.

5.5.4 The individual or legal person or each of the consortium or joint venture

members (in the case the IE Bidder or any of its members, is

established in a country whose legislation stipulates the criminal liability

of legal persons), their legal representatives and directors according to

their articles of association or equivalent document, must not have

been convicted by a final court sentence, in accordance with the

legislation of their country of establishment, for one or more of the

offenses listed below:

i. Participation in a criminal organization, as defined in article 2,

paragraph 1, of Framework Decision 2008/841/ΔΕΥ of the

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Council of 24th October 2008, for the cure of organized crime

(EE L 300 of 11.11.2008, p. 42).

ii. Bribery, as such is respectively defined in article 3 of the

convention regarding the fight against corruption where

officials of the European Communities or of the states-

members of the union are involved (EE C 195 of 25.6.1997, p.

1) and in article 2, paragraph 1 of Framework Decision

2003/568/ΔΕΥ of the Council of 22nd July 2003 for the cure of

bribery in private sector (EE L 192 of 31.7.2003, p. 54) as well

as according the applicable law or the national legislation of

the IE Bidder’s country of establishment.

iii. Fraud within the meaning of article 1 of the Convention

relating to the protection of the financial interests of the

European Communities (EE C 316 of 27.11.1995, p. 48),

which was ratified with Law 2803/2000 (Α/48).

iv. Money laundering or financing of terrorism, as defined in

article 1 of Directive 2005/60/EK of European Parliament and

Council of 26.10.2005 for the prevention of the exploitation of

the credit system for the purpose of money laundering and

funding terrorist activities (EE L 309 of 25.11.2005, p. 15), as

amended and in force, which was further annexed to the

Greek law by Law 3691/2008, as amended and in force.

v. Terrorist crimes or crimes connected with terrorist activities,

as defined, respectively, in articles 1 and 3 of Framework

Decision 2002/475/ΔΕΥ of Council of 13 June 2002, for the

fighting of terrorism (EE L 164 of 22.6.2002, p. 3) or

instigation of or assisting or attempting the perpetration of a

crime, as defined in article 4 thereof.

vi. Child labor and other forms of trafficking in human beings, as

defined in article 2 of Directive 2011/36/EE of the European

Parliament and of the Council of 5 April 2011, for preventing

and combating trafficking in human beings and protecting its

victims, and for replacement of Framework Decision

2002/629/ΔΕΥ of Council (ΕΕ L 101 of 15.4.2011, p. 1), which

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was further annexed into the national legislation by Law

4198/2013 (A’215).

As legal representatives and commanding officers are defined the

administrators in the case of general partnerships (O.E. according to

Greek law), limited partnerships (E.E. according to Greek law),

private holding companies (I.K.E. according to Greek law) and

limited liability companies (Ε.Π.Ε. according to Greek law), the

chairman of the board of directors and the chief executive officer in

the case of a public societe anonym (S.A.) and the individuals that

represent and exercise the management of the legal entity in any

other vase of company types, according to the laws of the concerned

country of establishment In the event that the IE Bidder is a

consortium or joint venture, the same shall apply for the legal

representatives and directors of each of the members of the

consortium or joint venture.

5.5.5 Have not committed any major professional misconduct.

5.5.6 Have fulfilled obligations relating to the payment of social security

contributions (primary and secondary) in accordance with the Greek

legislation, or the legislation of the country in which they are

established.

5.5.7 Have fulfilled obligations relating to the payment of taxes and dues, in

accordance with the applicable Greek legislation, provided that they

conduct business activities in Greece, or, otherwise, in accordance with

the legislation of the country in which they are established.

5.5.8 Not be subject to any legal restrictions for the participation to the tender

on the date of submission of the IE Bids.

5.5.9 Have not submitted a false or incomplete statement regarding the

information mentioned above.

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5.5.10 IE Bidders not meeting all the conditions of this article shall be

excluded from the IE Tender.

5.5.11 The Consortium reserves the right to exclude an IE Bidder from the IE

Tender procedure on grounds of protection of the country's public

interest, national security and national defense, in case this is required

for the above reasons by the Contracting Authority on its discretion,

whereby such exclusion will be duly justified by the Consortium by

reference to the non-confidential reasons on which it would be

informed by the Contracting Authority. In this context, the Consortium

may require from IE Bidders to provide any necessary information

regarding their property status, in order to exercise such right.

5.5.12 The Consortium reserves the right to exclude from the IE Tender

procedure any IE Bidder who has demonstrably violated the privacy of

the IE Bids or the tender procedure and has adulterated the

competition.

6. TENDER DOSSIERS 6.1 The IE Bid shall be enclosed in a single sealed file that shall include:

(a) The sealed subfile “A” with the indication “PARTICIPATION

DOCUMENTS” which includes the supporting documents referred to in

article 7 hereof and the IE Bidder’s Participation Letter of Guarantee

referred to in article 11 hereof.

(b) The sealed subfile “B” with the indication “FINANCIAL BID,” which

includes the elements of the IE Financial Bid of the IE Bidder, as

described in article 8 hereof.

6.2 Each IE Bidder shall be required to submit the IE Bid in:

(a) one (1) original, and

(b) one (1) copy.

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6.3 The word "ORIGINAL" shall be written on the single sealed file

containing the original, and in the event of a mismatch this shall prevail over

the copy.

6.4 The single sealed file of the IE Bids must necessarily have the

following indications:

TENDER DOSSIER FOR THE SELECTION OF AN INDEPENDENT ENGINEER FOR THE PROJECT “Design - Construction - Financing - Operation - Maintenance and Exploitation of the New International

Airport of Heraklion Crete & Design - Construction and Financing of the Road Connections”

To the Consortium “Consortium TERNA SA – GMR Airports Limited”, with distinctive title “ARIADNE AIRPORT GROUP” No. 85, Messogion Ave, postal code 115 26, Athens

(To the attention of Messrs. Al. Aligizakis or Emm. Moustakas) [Name of IE Bidder and in case of consortium or joint venture, the names of

all members]

[Contact Address of IE Bidder (street, number, city, postal code, telephone

numbers, fax number, email address)]

To be opened only by the IE Tender Committee

Each sealed subfile shall be marked as “Subfile A - PARTICIPATION

DOCUMENTS” or “Subfile B - FINANCIAL BID” as appropriate.

Any omission to indicate the above mentioned details on the folders shall be

completed upon submission of the IE Bid by the IE Tender Committee and

shall not constitute grounds for exclusion of the IE Bidder.

6.5 Subject to the following paragraph, all of the documentation of IE Bid

shall be submitted either in originals or duly authorized copies.

6.6 Original documents in any language other than Greek may be

submitted in this language, on condition that they are accompanied by an

official translation in Greek (in accordance with the applicable Greek

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legislation). In a case of doubt, inconsistency or mismatch between the texts,

the text of the translation into Greek shall prevail. An exception is made for

the setting up legal entities and associated corporate documents, the letters of

guarantee and the documents issued by foreign authorities, in respect of

which the original text shall prevail in the event of a mismatch, doubt, and

inconsistency. Similarly, when the translation of national regulations and

official specifications and/or other equivalent texts is required, the original

version shall prevail.

6.7 All public documents relating to foreign persons to be submitted by IE

Bidders to the IE Tender shall be duly authorized either by the competent

Consulate in the IE Bidder’s country of establishment or by affixing an

Apostille in accordance with the Hague Convention of 5-10-1961 (which was

ratified by Law 1497/84), so that their authenticity is certified, and shall be

accompanied by a legitimate translation into Greek. It should be noted that

this formality applies to documents which are regarded as public documents

under article 1 of that Convention, namely: (i) documents originating from an

authority or a civil servant of a judicial authority of the state; (ii) administrative

documents; (iii) notary documents; and (iv) solemn statements, such as

registration certificates, statement for certainty of time and signature

authorizations on a private document.

6.8 In the event that any of the supporting documents referred to in article

7 below is not issued by the respective country of the IE Bidder, such

document may be replaced by an sworn statement or, if this is not applicable,

by a statement of the lawful representatives of the IE Bidder before a judicial

or administrative authority, notary public, or the competent professional body

in the respective country of establishment. Such sworn declaration or

statement shall certify/state the inability to obtain the relevant supporting

documents issued in the respective country as well as the compliance of the

IE Bidder or any of its members with the respective terms hereof.

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6.9 Each sheet of the original IE Bid must be initialed by the lawful

authorized representative of the IE Bidder.

6.10 IE Bidders are invited to properly prepare and submit their bid, to take

account of the content of the Tender Documents and the Draft IE Agreement,

and to comply with the relevant instructions contained herein.

6.11 The bid files should include supporting documents and information as

set out below.

It should be noted that subfile “A” should not include, on penalty of exclusion,

any element of the IE Financial Bid.

7. SUBFILE “A” (PARTICIPATION DOCUMENTS)

IE Bidders are required to submit the following supporting documents in a

sealed subfile “A” with the indication “PARTICIPATION DOCUMENTS” with

their IE Bid:

(i) A document accompanying the submission of the IE Bid addressed

to the Consortium, signed by the legal representative of the IE

Bidder or in case of a consortium, by the legal representatives of

the members or their joint representative, and including the

following:

• statement of participation in the tender for the nomination of

Independent Engineer;

• identification data of the IE Bidder and in case of a

consortium or joint venture of its members as well, i.e. full

name/trade name and the necessary contact details (postal

address, telephone number, fax number, e-mail).

(ii) A table of contents of subfiles “A” and “B”.

(iii) The legalization documents proving the appointment and the

representation power of the legal representatives of the IE Bidder,

according to the law of their country of establishment.

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(iv) In case of a consortium or joint venture, the IE Bidder will submit a

notary act for the establishment of the joint venture, which will at

least include:

• The participation shares of the members into the

consortium/joint venture which will be actually their

participation percentages in case of Lowest IE Bidder

selection and awarding of the IE Tender as well as their

role/scope of service provision in the consortium/joint

venture.

• Declaration for collective and in full obligation towards the

Consortium and in case of being the IE Contractor, towards

the Company upon its establishment.

• In the event that the IE Bidder is a consortium, a statement

that upon its nomination as the IE Contractor, it will establish,

after its nomination as the Lowest IE Bidder, a joint venture

according to Greek legislation and that the provisions of

article 5.4 (i) shall unremittingly apply.

• Designation of one (joint) or more legal representatives that

will represent the IE Bidder, sign and act on account of the IE

Bidder in all relationships with the Consortium until the

execution of the IE Agreement.

(v) Solemn Statement in case of consortium or joint venture, of their

joint representative or joint representatives, on the acceptance of

their appointment.

(vi) A certificate of entry (in case of consortium or joint venture for each

of its members) in the professional register of their country of

establishment, in force at the date of submission of the IE Bids.

(vii) A table of projects demonstrating the required experience under

article 5.4 (i) hereof, including, among other things, information

about the type, the location of the project, the IE Bidder's employer,

in accordance with the form of Annex II. In case of a consortium or

joint venture, the obligation of this clause must be at least

applicable to the person(s) whose experience is invoked by the IE

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Bidder in order to prove the required experience including the

person who will be the leader of the IE Bidder.

(viii) Certification issued by the respective Client of the project as well as

certificates/letters/contractual documents demonstrating their

participation, according to the provisions hereof in the projects

referred to in the immediately preceding case and the completion

thereof, in order to document the fulfillment of the criteria under

article 5.4 (i). In case that the above experience of the IE Bidder

results from their participation in a consortium or joint venture, the

consortium or joint venture in which the IE Bidder or its member

participated and the percentage of participation in it shall be

declared. In case of a bidding consortium or joint venture, the

obligation of this clause must be applicable to the person(s) whose

experience is invoked by the IE Bidder in order to prove the

required experience including the person who will be the leader of

the IE Bidder.

(ix) An ISO 9001 or equivalent certificate, effective on the date of

submission of the IE Bid. In case of a consortium or joint venture,

the obligation of this clause must be applicable to the person(s) who

provide(s) the required experience to the IE Bidder including the

person who will be the leader of the IE Bidder.

(x) A certification of insurance of the interested party, valid on the date

of bid submission, against professional liability risks for an amount

of at least ten million euro (10,000,000.00 €) per event and twenty

million euro (20,000,000.00 €) cumulatively. In case of a consortium

or joint venture, the obligation of this clause must be applicable at

least to the person who will be the leader of the IE Bidder.

(xi) A Solemn Statement pursuant to Law 1599/1986, in which the IE

Bidder shall declare that:

a) they accept to perform Independent Engineer tasks in the

Project, in accordance with this IE Invitation and the terms

described in the Draft Concession Agreement, and

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b) they or any of their members do not have a direct relationship

with the Provisional Contractor or, where applicable, the Members

of the Provisional Contractor, which creates a conflict of interest.

(xii) Published annual financial balance statements, outturn accounts,

and profit distribution table (corporate and, if applicable,

consolidated) of the IE Bidder for the last five (5) financial years

and, in the case of a individual person, the respective Income Tax

Filings and Income Tax Returns or other suitable reports and

documents. The financial statements of legal persons should be

audited by a statutory auditor and shall be submitted in duly

authorized copies, as they were legally published. In the case

where there is no legal obligation to publish and audit annual

financial statements as regards a legal person, a statutory auditor’s

statement accompanied by signed financial statements reflecting

the asset structure of that legal person for the respective period,

should be provided. In case of a consortium or joint venture the

information of this clause shall be submitted for each of the

members of IE Bidder.

(xiii) IE Bidders must submit a Solemn Statement in accordance with

Law 1599/1986 according to the form of Annex I (b), to which they

will be bound:

- for the organization and structure of their personnel in accordance

with article 5.4 (vi) hereof

- for full compliance with Project’s requirements, as derived from the

Tender Documents and the Draft IE Agreement.

- for their compliance with the table of Annex I (a).

(xiv) A Solemn Statement pursuant to Law 1599/1986, given by the legal

representative or legal representatives of the IE Bidder about the

non-concurrence, as regards themselves or the IE Bidder or in case

of consortium or joint venture their members, of any of the grounds

for exclusion mentioned in articles 5.5.2 to 5.5.9 hereof, where the

above-mentioned terms shall be listed in detail according to this

invitation and in line with the template of solemn statement of

Annex III hereof.

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(xv) A Solemn Statement under Law 1599/1986 by their legal

representative or legal representatives, in which the IE Bidder shall

declare as follows:

a) that they have taken cognizance of the terms hereof and its

annexes and accept them unconditionally.

b) the period of effect of their IE Bid according to the provisions of

article 10 hereof and that they accept the extension of its duration,

in accordance with the provisions of the same article.

c) that the data and information provided with the IE Bid are true.

d) that they have taken cognizance of this IE Invitation and the

Tender Documents as notified to IE Bidders, which are considered

to be an integral part of this IE Invitation, and accept them

unreservedly.

e) that if they are designated as the IE Contractor, they shall comply

with the applicable T1 Period Implementation Schedule of the

Project.

(xvi) For the participation in this IE Tender and the submission of a valid

IE Bid, IE Bidders are required to submit on penalty of exclusion of

their bid, an IE Bidder’s Participation Letter of Guarantee in

accordance with article 11 hereof.

8. SUBFILE “B” (FINANCIAL BID) 8.1 IE Bidders are required to draw up and prepare their financial bid,

which shall be contained in the sealed subfile “B” entitled “FINANCIAL BID,”

taking into account the following:

a) The IE Bid shall be given in the form of a fixed lump sum, according to the

sample of Annex VI of this IE Invitation. During the completion of such Annex

by the IE Bidders, any change of its content shall in no way be possible. The

price offered shall necessarily include all of the IE Contractor's fees and other

costs for the provision of Independent Engineer’s services in the Project,

always in accordance with the provisions of the Tender Documents and the

Draft IE Agreement, i.e. indicatively but not limited to:

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(i) The fee for the execution of the tasks in accordance with the Draft

Concession Agreement.

(ii) The remuneration of all the personnel employed in the Project

irrespective of their seat, including social insurance contributions, in

accordance with applicable law, and any expenses for food,

accommodation, travel etc.

(iii) Project-related costs, regardless of location, i.e. indicatively:

mobilization, installation costs, office expenses, cost of

consumables.

(iv) Expenditure of file keeping, process approval of studies and work

certifications, costs associated with quality control obligations (eg

taking and keeping samples of materials and specimens, etc.).

(v) Correspondence costs.

(vi) Expenses for the issuance of residence & work permits for the

personnel, according to the applicable legislation.

(vii) Any expenses for the establishment of a consortium or joint venture;

(viii) Insurance costs in accordance with the terms of the Tender

Documents, the Draft IE Agreement and the applicable legislation.

(ix) The total taxes that shall be charged to the IE under the IE

Agreement.

b) The payment of IE Contractor’s fee will be made in accordance with the

Independent Engineer's payment schedule which will be agreed between the

Consortium and the IE Contractor before or at the time of execution of the IE

Agreement and will be annexed thereto as annex II In any case, IE fee’s

payments will be monthly in accordance with IE’s organization chart and the

Project Timetable. The determination of IE Contractor’s remuneration in the

case of Supplementary Services or Supplementary Works or due to extension

of the Design-Construction Agreement, will be implemented according to the

provisions of Draft IE Agreement.

c) The lump sum price of the IE Bid, as it shall be prepared in accordance with

the above, shall not exceed the amount of thirteen million euro (13,000,000.00

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€), on penalty of exclusion. The above-mentioned price does not include the

corresponding VAT.

8.2 The data of the IE Financial Bid shall not be subject to change during

the IE Tender. In case the Consortium requests an extension of the duration

of the IE Bid, IE Bidders shall not be entitled, upon giving notice of their

consent to such extension, to submit a new IE Financial Bid, subject to clause

14.7.

8.3 IE Bidders do not have the right to withdraw their bid or part thereof

after its submission. If the bid or part thereof is withdrawn, or if the IE Bidder

who may be selected as the IE Contractor based on such bid, fails to appear

for the signature of the Independent Engineer Agreement, this IE Bidder shall

be subject to sanctions; more specifically:

- exclusion and loss of any right to adjudication

- forfeiture of the IE Bidder’s Participation Letter of Guarantee without any

other formality or judicial action.

8.4 The fee of IE, as it derives by the IE Contractor’s IE Financial Bid is a

fixed fee and is not subject to any escalation for any reason, even if the time

of the Project’s Design - Construction Period is extended.

9. PROVIDED DATA - CLARIFICATIONS 9.1 In order for their participation in the IE Tender, the interested parties

may be informed of the Project's Tender Notice and the Draft Concession

Agreement and its attachments as well as the rest of data in accordance with

the following instructions:

(i) Submission of a request by the IE Bidder to the Consortium where the

full details must be provided (indicatively name / trade name, address,

telephone, fax number, name of legal representative, etc.) so that the

Consortium has at its disposal the a full list of interested parties for sending

any additional documents, clarifications etc., simultaneously to the following

e-mail addresses:

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• [email protected]



(ii) Submission to the Consortium of the confidentiality statement attached

hereof as Annex VII ("Confidentiality Statement"), in accordance with the

Confidentiality Agreement attached thereto, accompanied by the necessary

legalization documents of the person signing it.

(iii) Following review and approval by the Consortium of the above

elements (i) and (ii), interested parties will receive instructions from the

Consortium to access the Project provided data.

9.2 Any questions related to the IE Tender can be sent simultaneously to

the email addresses listed in the clause 9.1(i) hereof, the latest ten (10) days

before the final submission date of IE Bids. The Consortium, as the awarding

authority of the IE Tender, shall respond to requests for clarifications within a

reasonable time, and the latest six (6) days from the closing submission date

of the IE Bids. In any case, the Consortium’s answer shall be provided

electronically, without IE Bidders being able to revoke any clarifications or

commitments of the Consortium that have been provided orally.

10. BID VALIDITY PERIOD The IE Bids shall be effective and commit IE Bidders for twelve (12) months

from the day after the IE Tender is conducted, with the Consortium having the

right to extend such term unilaterally, by means of a statement, for a further

period of six (6) months. In any case, their validity shall be extended

automatically with the same terms according to the duration of the pre-

signature procedure of the Concession Agreement, in accordance with the

provisions of the Project's Tender Notice and the Draft Concession

Agreement.

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11. IE BIDDER PARTICIPATION LETTER OF GUARANTEE 11.1 The letter of guarantee of this article is obligatorily issued by a Bank or

Credit Institution legally operating in one of the Member States of the

European Union or the European Economic Area (EEA) and is entitled to

issue letters of guarantee in accordance with the relevant legislation.

11.2 In order for the participation in this IE Tender and the submission of a

valid IE Bid, IE Bidders are required to submit, on penalty of rejection of their

bid, an IE Bidder’s Participation Letter of Guarantee for an indefinite period

and the amount of five hundred twenty thousand euro (520.000,00 €).

11.3 The IE Bidder’s Participation Letter of Guarantee shall be drawn up

according to the form of Annex IV. The submittal of more than one letter of

guarantee is acceptable, on condition that their content conforms to the form

and their sum is equal to the minimum limit set herein.

11.4 The IE Bidder’s Participation Letter of Guarantee shall be returned as

follows:

a) To the IE Bidder that will be nominated Lowest IE Bidder, according to the

terms hereof, and to the Second Lowest IE Bidder within five (5) business

days after the signature of the Independent Engineer Agreement between the

IE Contractor and the Company.

b) To the remaining IE Bidders, within five (5) business days from the

execution of IE Agreement.

c) To any IE Bidder within five (5) business days from any cancellation of IE

Tender or any cancellation of the IE Tender's results by the Consortium

occurring in any way.

12. LANGUAGE OF THE IE TENDER The official language of the IE Tender is Greek. All elements thereof and any

document of the Consortium, in its capacity as awarding authority of the IE

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Tender, and any document of the IE Bidders shall be drawn up in Greek or

accompanied by an official Greek translation.

13. BID EVALUATION PROCEDURE – CLARIFICATIONS – COMPLETIONS 13.1 In order to participate validly in the IE Tender, the interested parties

shall submit a bid, in accordance with the terms hereof, on the date of

submission of the IE Bids as defined in article 3 hereof.

13.2 The IE Tender Committee shall receive the bids from IE Bidders on the

day and time specified in article 3 hereof, whether they have physically

submitted or sent by post, in accordance with the terms of clause 3.4.

13.3 IE Bidders do not have the right to withdraw their IE Bid or part thereof

after it has been submitted, on penalty of forfeiture of the IE Bidder's

Participation Letter of Guarantee.

13.4 The IE Bidder is required to submit all requested data. References to

documents are allowed if such documents are attached to the IE Bid, and the

relevant reference is made.

13.5 Following the opening of the IE Bids, the IE Tender Committee at its

absolute discretion and in accordance with the principle of equal treatment, is

entitled to ask IE Bidders for clarifications and/or additions on their IE Bid

which shall be provided by the IE Bidders within five (5) days from the

submission of the Consortium’s relevant request. However, the above-

mentioned clarifications, additions and/or corrections may not result in the

modification of the basic elements of their bid, the change of which could

cause distortion of competition or discriminations. This paragraph applies also

regarding the review of the Awarding Documents.

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14. REVIEW OF TENDER DOSSIERS 14.1 On the date of submission of the IE Bids and upon the expiry of the

time limit for the submission of bids, the IE Tender Committee first examines

the timely submission of the IE Bids and numbers and initials the IE Bid files

that were submitted within the time limit. Then, it unseals, numbers and initials

subfiles “A” (Participation Documents) and initials the contents of the original

subfiles “A”. The IE Tender Committee reserves the right to continue

reviewing subfiles “A” of IE Bidders at subsequent meetings.

14.2 During evaluation of subfiles “A”, the IE Tender Committee shall first

check the completeness of the contents thereof (Participation Documents)

and subsequently shall examine the compliance of the IE Bid with the terms

and criteria of article 5 hereof.

14.3 Subject to article 13.5 hereof, if the IE Tender Committee discovers:

(i) either that subfile “A” does not include all the supporting documents and

data in accordance with the terms of article 7;

(ii) or that the IE Bidder does not meet the terms and conditions of article 5

hereof,

the IE Bidder shall be excluded from the IE Tender.

14.4 After reviewing subfiles “A” of the IE Bids, the IE Tender Committee

shall prepare Record I and submit the same to the Consortium which notifies

the IE Bidders as for the result of the evaluation of subfile “A”. In the case of

exclusion of an IE Bidder, the submitted subfile “B” shall be returned to this IE

Bidder, by registered mail, with Consortium’s own care.

14.5 Upon completion of the evaluation of subfiles “A” of the IE Bids, the IE

Tender Committee invites IE Bidders in writing, and unseals subfiles “B” of the

IE Bidders who have not been excluded and initials the content of the original

documents. The IE Tender Committee reserves the right to continue

examining subfiles “B” of the IE Bidders.

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14.6 Then, or at a subsequent meeting, the IE Tender Committee examines

the submission by each IE Bidder of the supporting documents of subfile “B”

(IE Financial Bid) under article 8 hereof. Then, the IE Tender Committee shall

draw up Record II (Minutes of Financial Bids’ review). IE Bidders who do not

meet the requirements set on penalty of exclusion for the IE Financial Bid are

excluded from the procedure by the IE Tender Committee. Lowest IE Bidder,

based on Record II, is awarded the IE Bidder that submitted the lowest overall

price (Lowest IE Bidder), as the Independent Engineer’s fee and has not been

excluded, for any reason, from the IE Tender. In the same Record II, the

Committee shall announce the Second Lowest IE Bidder, namely the IE

Bidder that submitted the immediately higher IE Financial Bid compared to

that of the Lowest IE Bidder.

The decision of the same committee is binding for the Consortium, which is

obliged to assign to the Lowest IE Bidder according to the procedure of clause

16.1 hereof, the IE Agreement of the Project.

14.7 In case two or more IE Bidders are bidding with total financial bids of

an equal amount, the IE Tender Committee shall invite in writing the equal

Lowest IE Bidders to submit a new, improved, written IE Financial Bid on a

date and time to be specified by the Committee in the Record referred to in

the preceding article. The new bids, which shall only include subfile “B”, must

meet the conditions set forth herein and shall be evaluated in the same

manner as above. If the equal Lowest IE Bidders refuse to submit a new bid

or in the event of a new tie, a draw shall by conducted by the IE Tender

Committee with the presence of the equal Lowest IE Bidders.

15. REJECTION OF IE BIDS 15.1 Any deviations from the terms that are defined herein as grounds for

exclusion entail the rejection of the relevant IE Bid and the exclusion of this IE

Bidder.

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15.2 An IE Bid which, in the opinion of the IE Tender Committee, is vague,

not subject to evaluation or under consideration, may be rejected as

inadmissible.

15.3 Alternative bids or counter bids are not allowed, and the IE Bidders

who have submitted them shall be excluded from the IE Tender.

15.4 Should the IE Tender Committee discover that an IE Bid contains false

or inaccurate information, such bid shall be rejected.

15.5 In case of an extremely low bid, according to the judgment of the IE

Tender Committee, the latter may request from any IE Bidder further written

substantiation of their bid. Furthermore, in case that according to the

judgment of the IE Tender Committee, the substantiation is not considered

adequate, such bid shall be rejected.

15.6 In case that during the evaluation of the IE Bids, a rejection in

accordance with the above arises thereof, the IE Tender Committee shall

document such rejection in the relevant record that will be composed.

16. RESULTS – AWARD– PREPARATION & EXECUTION OF INDEPENDENT ENGINEER AGREEMENT 16.1 Following the announcement of the Lowest IE Bidder in accordance

with the provisions of article 14 hereof, the Lowest IE Bidder will be invited

within a reasonable term to submit (a) the supporting documents detailed in

Annex VIII hereto; and (b) the table of Annex III of the Draft IE Agreement,

duly completed, accompanied by detailed CVs for its minimum technical

personnel included in this table as well as appropriate evidence and

documents proving the qualifications and experience of each person and

position of the table submitted, as well as solemn statements by those

persons stating that they accept to undertake the tasks the Lowest IE Bidder

intents to assign them (the "Awarding Documents"). In the event of non-

submission of the information of this paragraph or in case this information is

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not in compliance with the requirements of this paragraph, the Consortium

shall exclude the Lowest IE Bidder from the tender with simultaneous

forfeiture of the IE Bidder’s Participation Letter of Guarantee without any other

formality or judicial action and will nominate the Second Lowest IE Bidder as

Lowest IE Bidder.

16.2 After the submission of the Awarding Documents and provided that

they have been approved by the Consortium the IE Contractor will be

announced. In accordance with the provisions of the present and the current

legislation the IE Contractor will be invited, at the latest on the Concession

Commencement Date, to sign the Independent Engineering Agreement,

according to the Draft IE Agreement.

16.3 The IE Agreement will be executed between the Company and the IE

Contractor. In case the latter is a consortium, they must have already

submitted to the Consortium among the Awarding Documents according to

Annex VIII, documentation of established joint venture in accordance with

their statement made according to article 7 (iv) hereof and all legal

requirements so that it is legally recognized, which will be entered into an

agreement as an Independent Engineer with the Company, while the

members of the joint venture will remain individually, collectively and in full

obligant between them for all the obligations of the joint venture as well as for

the loyal and punctual fulfillment of the Independent Engineer tasks defined in

the IE Agreement. The IE Agreement shall be in the Greek language, in

accordance with the Draft IE Agreement.

16.4 The Independent Engineer shall be entirely and solely responsible for

compliance with the applicable legislation as regards to any personnel

employed by them for the performance of the obligations under the

Independent Engineer Agreement, in accordance with the terms of the Tender

Documents and the Independent Engineer Agreement.

16.5 For the avoidance of doubt, it should be noted that the designation of

the Lowest IE Bidder in accordance with the provisions of article 14 and the

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present article does not constitute a conclusion or invitation for the IE

Agreement execution.

17. POSSIBILITY OF IE TENDER CANCELLATION The IE Tender Committee may, with a reasoned opinion, and without the

bidders having any right for compensation claim, propose:

(i) the discontinuance, cancellation or interruption of the IE Tender at any

stage of the procedure.

(ii) the discontinuance of the IE Tender and the resumption thereof, either with

a modification of the terms hereof or not.

In any of the above cases, as well as in the event of non-submission of any IE

Bid, the Consortium may repeat the IE Tender, with or without modification of

the terms hereof.

18. CONFIDENTIALITY – OBLIGATION OF FIDELITY a) IE Bidders, their representatives, and any third party associated with them

under any relationship and in any capacity in the context of this tender are

under the obligation to maintain absolute confidentiality with regard to the

information brought to their knowledge within the framework of this tender, by

signing a statement of confidentiality prior to their access to the data site

where the information provided by the Consortium is uploaded.

b) Throughout the period that the Independent Engineer Agreement will be in

force, and also after the termination thereof, the Independent Engineer shall

undertake the obligation to keep confidential and not to disclose to any third

party any documents or information of which they may take cognizance during

the execution of the services and the fulfillment of their obligations. The

above-mentioned restriction shall apply without any time limitations also after

the issuance of a Work Completion Certificate for Period T1. Moreover, they

shall also undertake the obligation not to disclose part of or the whole of their

scope to be executed, without the prior written consent of the Consortium or

the Company of the Project throughout the effect period of the confidentiality

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terms. The Independent Engineer is also subject to an obligation of fidelity

towards the counter-parties of the Concession Agreement and due diligence

in the performance of their duties and must perform their obligations duly and

timely, as such obligations are defined in the Tender Documents and the

Independent Engineer Agreement.

19. EXPENSES OF BIDDERS 19.1 All costs relating to the preparation and submission of the IE Bids shall

be borne by IE Bidders.

19.2 Participation of IE Bidders in the IE Tender does not entitle them to

raise any claim or compensation against the Consortium, the State and the IE

Tender Committee, even if the IE Tender Committee rejects the IE Bidder.

20. OTHER TERMS 20.1 The solemn statements of article 8 of Law 159/1986, which are

required from the IE Bidders according to the provisions herein, are not

required to be certified with a signature authentication. In the case of a foreign

IE Bidder and wherever in this invitation the submission of a solemn

statement is required in accordance with article 8 of Law 1599/1986, an

affidavit before a judicial or administrative authority or a notary public may be

submitted instead, in accordance with the laws of the country of the IE

Bidder’s establishment.

20.2 The participation of a sole IE Bidder is not an impediment to the

adjudication of the result of the IE Tender, provided that such bid will be

considered by the IE Tender Committee, to be meeting the selection criteria of

this IE Invitation.

20.3 Any changes during the IE Tender procedure regarding the IE Bidders’

identity (including any changes to the IE Bidder’s Control are not allowed and

the IE Bidder will be excluded. IE Bidders are required to notify any such

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change to the Consortium promptly and in writing. For the purposes of this

article, the change of an IE Bidder’s trade name shall not constitute a change

of their identity. IE Bidders are in any case required to notify to the

Consortium any change of their trade name.

20.4 IE Bidders are not required to declare within their bid, any

subcontractors to whom they intend to assign part of their scope if they are

nominated as IE Contractor. It is pointed out that the Independent Engineer is

not entitled to assign any part of their scope to a subcontractor without the

Company's written consent. Moreover, if any part of the Independent

Engineer’s object is assigned to a subcontractor, the Independent Engineer

shall not be released from any of their commitments, obligations, and

responsibilities arising from the IE Agreement, due to the fact that part of their

obligations is performed by a subcontractor. The case of assigning an object

to subcontractors shall be described in detail in the IE Agreement.

20.5 Any disputes that may arise from the IE Tender shall be settled

exclusively by the competent courts of Athens in accordance with Greek law.

20.6 The following annexes are attached hereto:

• Annex I:

o I(a) Table of minimum requirements of technical personnel

o Template of Solemn Statement, according to Law 1599/1986

regarding the organization and structure of the IE Bid

personnel.

• Annex II: Template table of projects demonstrating the IE Bidder’s

experience

• Annex III: Template of Solemn Statement, according to Law

1599/1986, for the non-concurrence of the grounds for exclusion

referred to in articles 5.5.2 to 5.5.9

• Annex IV: Draft IE Bidder’s Participation Letter of Guarantee

• Annex V: Draft IE Agreement

• Annex VI: Template of IE Financial Bid

• Annex VII: a) Draft Confidentiality Statement and b) Confidentiality

Agreement

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• Annex VIII: Awarding Documents

20.7 It is pointed out that the Draft Concession Agreement (together with its

attachments) is subject to a finalization procedure based on the Tender

Documents and may be modified prior to its execution by the Company,

without any change thereto justifying any modification or withdrawal of the IE

Bid of the IE Contractor or part thereof, or the claim of any compensation by

the IE Contractor against the Consortium or the Company.

20.8 The Consortium may, at its sole discretion, invite the IE Bidders to

participate in a site visit at the Project area at any time before the date of

submission of IE Bids. In such case, the participation costs of each of the IE

Bidders in this visit will be borne exclusively by the same.

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ANNEXES

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ANNEX I

ANNEX Ι (a)

MINIMUM REQUIREMENTS OF IE’s TECHNICAL PERSONNEL No Work position Qualifications Period

(months)*

Α Basic team (Presence in Athens and/or Crete according to the Project’s needs)

1 Project Director Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 25 years of experience in construction management or construction supervision of major infrastructure projects, at least one of which shall be an international airport.

60

2 Deputy Project Director Electrical or Mechanical Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in construction management or design supervision or construction supervision of major transport and building infrastructure projects.

60

3 Planning & Controls Manager Engineer, holder of Bachelor’s and Master’s degree, with over 10 years of experience in cost control and planning of major infrastructure projects.

60

4 Quality Assurance Manager Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in Quality Assurance issues

60

5 Aeronautical systems and NavAids special expert

Electronic or Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of proven experience in aeronautical systems and air navigation aids

24

6 Operational readiness and commissioning special expert (ORAT)

Electronic or Electrical or Mechanical Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in operational readiness of airports and commissioning (ORAT)

24

7 Special expert on operational airport characteristics

Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in design and/or control of operational airport characteristics.

55

Β Design review team (Constant presence in Athens and occasionally in Crete)

1 Design Manager Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 25 years of experience in design supervision of major infrastructure projects, at least one

18

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of which shall be an international airport.

2 Design Manager Assistant 1 Civil Engineer, holder of Bachelor’s and Master’s degree, with over 10 years of experience in design supervision of major infrastructure projects, at least one of which shall be an international airport.

18

3 Design Manager Assistant 2 Mechanical or Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 10 years of experience in design supervision of building, operational and industrial facilities, in at least one international airport.

18

4 Structural Engineer 1 Civil Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of structural designs of airport building facilities.

10

5 Structural Engineer 2 Civil Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of structural designs of structures.

8

6 Architect Architect, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of architectural designs of airport building facilities.

10

7 Specialist on road works safety audit Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in transportation projects and proven experience of safety auditor duties during the last 5 years.

2

8 Traffic engineer 1 Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of traffic designs of airport traffic areas (runways, taxiways, aircraft parking areas, airside road network etc).

8

9 Traffic engineer 2 Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of motorways traffic designs.

6

10 Hydraulic Engineer Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of sewerage-drainage designs of motorway projects, hydraulic networks and waste water treatment facilities.

10

11 Wastewater treatment plant Engineer Civil or Chemical Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of wastewater treatment plant designs.

2

12 E/M Engineer Mechanical or Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of E/M designs of major building

20

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facilities.

13 Geotechnical Engineer Civil Engineer, holder of Bachelor’s and Master’s degree, with over 20 years of experience in development and/or review of geotechnical designs of major structures.

6

14 Pavement Engineer Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in development and/or review of flexible and rigid pavement designs.

2

C Construction supervision team (Constant presence in Crete and occasionally in Athens)

1 Engineer 1 Civil Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of building facilities.

44

2 Engineer 2 Civil Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of building facilities.

36

3 Engineer 3 Civil Engineer-geotechnical field, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of infrastructure works, including at least one project of airport pavements.

32

4 Engineer 4 Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of infrastructure works.

44

5 Engineer 5 Civil or Surveyor Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of infrastructure works.

36

6 Engineer 6 Architect, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of building facilities.

44

7 Engineer 7 Architect, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of building facilities.

36

8 Engineer 8 Mechanical or Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of operational and industrial facilities.

36

9 Engineer 9 Mechanical or Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 15 years of experience in construction supervision of building facilities.

34

10 Information technology (IT), controls and automation engineer

Electrical Engineer, holder of Bachelor’s and Master’s degree, with over 10 years of experience in DCS, SCADA, IT systems.

6

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11 Engineer for environmental demands of the Project

Environmental Engineer or Engineer of Environment, holder of Bachelor’s and Master’s degree, with over 10 years of experience in building, industrial and high-nuisance facilities.

24

MINIMUM MONTHS OF OCCUPATION 853

* It is clarified that the period (months) of employment of each individual is cumulative and refers to the whole of the Design-Construction Period.

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ANNEX I(b)

TEMPLATE OF SOLEMN STATEMENT REGARDING ORGANIZATION AND STRUCTURE OF PERSONNEL

SOLEMN STATEMENT

(article 8 of Law 1599/1986)

The accuracy of the data submitted with this declaration may be verified based on

the archives of any other services (article 8, paragraph 4, of Law 1599/1986)

TO THE PROVISIONAL CONTRACTOR OF THE PROJECT “Design - Construction

- Financing - Operation - Maintenance and Exploitation of the New International

Airport of Heraklion Crete & Design - Construction and Financing of the Road

Connections”

I, the undersigned this solemn statement ……………………………….

………………….., residing in ……………………………………… holder of No.

…………….. Police Identity Card / passport, issued on …………… by ……………….,

acting herein as the representative of the [legal person or consortium or joint venture]

under the trade name …………………………………………….., taking my own

responsibility and being aware of the sanctions1 specified according to the provisions

of article 22, paragraph 6, of Law 1599/1986, declare that:

In case the [legal person or consortium or joint venture] I represent is nominated as

Independent Engineer, the latter will be bound:

1) for the organization and structure of their personnel in accordance with article 5.4

(vi) of IE Invitation

2) for full compliance with Project’s requirements, as derived from the Tender

Documents and the Draft IE Agreement.

3) for their compliance with the table of Annex I (a) of IE Invitation.

1 “Whoever knowingly makes a false statement or denies or hides the truth in a written statutory declaration of

article 8 is punished with imprisonment for at least three months. If the person committing these acts intended to reap benefit for themselves or for another person by injuring a third party or intended to injure another person, they are punished with imprisonment for up to ten years.”

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(place) ___________ (date) ___________201_

_________________________________________

(signature)

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ANNEX II

ANNEX II

SUBFOLDER A - PARTICIPATION DOCUMENTS

TABLE OF PROJECTS TO DEMONSTRATE THE IE BIDDER'S EXPERIENCE No. TRADE NAME OF

TENDERER / MEMBER OF TENDERER

AIRPORT / PROJECT

COUNTRY OF THE AIRPORT’S

ESTABLISHMENT

DESCRIPTION OF IE SCOPE

PERIOD OF PROVISION OF THE SERVICE

[time of commencement (mm/yy) & end

(mm/yy)

PARTICIPATION PERCENTAGE IN

THE INDEPENDENT

ENGINEER

CLIENT/EMPLOYER [contact details and/or

refference to an internet link]

FORECASTED AVERAGE ANNUAL TRAFFIC OF THE

AIRPORT

1

2

3

4

5

6

7

8

…

(date) ___________201_

(signature)

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ANNEX III TEMPLATE OF SOLEMN STATEMENT

SOLEMN STATEMENT

(article 8 of Law 1599/1986)

The accuracy of the data submitted with this declaration may be verified based on

the archives of any other services (article 8, paragraph 4, of Law 1599/1986)

TO THE PROVISIONAL CONTRACTOR OF THE PROJECT “Design - Construction

- Financing - Operation - Maintenance and Exploitation of the New International

Airport of Heraklion Crete & Design - Construction and Financing of the Road

Connections”

I, the undersigned this solemn statement ……………………………….

………………….., residing in ……………………………………… holder of No.

…………….. Police Identity Card / passport, issued on …………… by ……………….,

acting herein as the representative of the [legal person or consortium or joint venture]

under the trade name …………………………………………….., taking my own

responsibility and being aware of the sanctions2 specified according to the provisions

of article 22, paragraph 6, of Law 1599/1986, declare that:

1. The [legal person or each of the members of the consortium or joint venture]

that I represent is not in a state of bankruptcy, liquidation, receivership,

termination of business or composition3. The [legal person or each of the

members of the consortium or joint venture] that I represent is not in a state of

bankruptcy, liquidation, receivership, termination of business or composition, or

in any analogous situation arising from a similar procedure provided for by the

national laws of ......................... .....................................4

2 “Whoever knowingly makes a false statement or denies or hides the truth in a written statutory declaration of

article 8 is punished with imprisonment for at least three months. If the person committing these acts intended to reap benefit for themselves or for another person by injuring a third party or intended to injure another person, they are punished with imprisonment for up to ten years.”

3 The following sentence is deleted in case the legal person or consortium or joint venture are established in Greece.

4 The first sentence of this paragraph shall be deleted where the legal person or consortium or joint venture are established abroad and the country of their establishment shall be entered.

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that I represent is not the subject to proceedings for bankruptcy, liquidation,

termination of business or composition5. The [legal person or each of the

members of the consortium or joint venture] that I represent is not the subject

to proceedings for bankruptcy, liquidation, termination of business or

composition, or any analogous situation arising from a similar procedure

provided for by the national laws of ......................... .....................................6

3. [The (legal person or each of the members of the consortium or joint venture)

that I represent and]7 the legal representatives and the administrators of the

[legal person or each of the members of the consortium or joint venture] that I

represent, as these are specified according to article 5.5.4 of the IE Invitation,

i.e. the persons named below:

(a) ……………..

(b) ……………..

…………………,

have not been convicted by a final sentence of a Greek or a foreign court, for:

• Participation in a criminal organisation, as defined in article 2, paragraph

1, of Framework Decision 2008/841/ΔΕΥ of the Council of 24th October

2008, for the cure of organized crime (EE L 300 of 11.11.2008, p. 42).

• Bribery, as such is respectively defined in article 3 of the convention

regarding the fight against corruption where officials of the European

Communities or of the states-members of the union are involved (EE C

195 of 25.6.1997, p. 1) and in article 2, paragraph 1 of Framework

Decision 2003/568/ΔΕΥ of the Council of 22nd July 2003 for the cure of

bribery in private sector (EE L 192 of 31.7.2003, p. 54) as well as

according to the applicable law [or the national legislation of the IE

Bidder’s country of establishment]8.

• Fraud within the meaning of article 1 of the Convention relating to the

protection of the financial interests of the European Communities (EE C

5 The same as in footnote No. 3. 6 The same as in footnote No. 4. 7 The phrase in brackets is deleted if the IE Bidder or its member is established in a country whose legislation

does not provide for the criminal liability of legal persons. 8 The phrase in brackets is deleted if the IE Bidder or its members are established in Greece.

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316 of 27.11.1995, p. 48), which was ratified with Law 2803/2000

(A/48).

• Money laundering or financing of terrorism, as defined in article 1 of

Directive 2005/60/EK of European Parliament and Council of

26.10.2005 for the prevention of the exploitation of the credit system for

the purpose of money laundering and funding terrorist activities (EE L

309 of 25.11.2005, p. 15), as amended and in force, which was further

annexed to the Greek law by Law 3691/2008, as amended and in force.

• Terrorist crimes or crimes connected with terrorist activities, as defined,

respectively, in articles 1 and 3 of Framework Decision 2002/475/ΔΕΥ

of Council of 13 June 2002, for the fighting of terrorism (EE L 164 of

22.6.2002, p. 3) or instigation of or assisting or attempting the

perpetration of a crime, as defined in article 4 thereof.

• Child labor and other forms of trafficking in human beings, as defined in

article 2 of Directive 2011/36/EE of the European Parliament and of the

Council of 5 April 2011, for preventing and combating trafficking in

human beings and protecting its victims, and for replacement of

Framework Decision 2002/629/ΔΕΥ (EE L 101 of 15.4.2011, p. 1),

which was further annexed into the national legislation by Law

4198/2013 (A/215).


that I represent has not committed any major professional misconduct.


that I represent has fulfilled obligations relating to the payment of social

security contributions (primary and supplementary) in accordance with the

applicable Greek legislation [and that it has paid to its contractors’ organisation

the contributions due until the time of the IE Tender]9 10. The [legal person or

each of the members of the consortium or joint venture] that I represent has

fulfilled obligations relating to the payment of social security contributions

according to the legislation of ..........................11,12.

9 The phrase in brackets is deleted if the IE Bidder or its members are not a legal person registered in the

Register of Contractors' Enterprises (Μ.Ε.ΕΠ.). 10 The following sentence is deleted if the legal person or consortium or joint venture are established in Greece. 11 The first sentence of this paragraph shall be deleted where the legal person or consortium or joint venture are

established only abroad and have no business activity in Greece, and the country of their establishment shall be entered.

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that I represent has fulfilled obligations relating to the payment of taxes and

dues, in accordance with the applicable Greek legislation13. The [legal person

or each of the members of the consortium or joint venture] that I represent has

fulfilled obligations relating to the payment of taxes, in accordance with the

laws of ...............................14,


that I represent is not subject to any legal restrictions as to its participation in

the IE Tender on the date of submission of the IE Bids.

8. All my declarations set forth above are true. I am aware and accept that the

truth of these statements may be verified at any stage of the IE Tender and that

in case any of these declarations should prove to be untrue, apart from other

legal consequences, the provisions of article 15.4 of the IE Invitation shall apply

to the IE Bidder.

(place) ___________ (date) ___________201_

_________________________________________

(signature)

12 If the legal person or consortium or joint venture are established abroad and also have business activity in

Greece, no sentence of this paragraph shall be deleted, the country of their establishment shall be entered in the second paragraph, and the relevant declaration shall refer to both their country of establishment and Greece.

13 The same as in footnote No.10. 14 The same as in footnotes No. 11 and 12.

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ANNEX IV

DRAFT LETTER OF GUARANTEE FOR THE PARTICIPATION IN THE IE TENDER

(place - date)

From: (Bank or Credit Institution according to the provisions of article 11 of the IE

Invitation)

(the “Bank”)

To: The “Consortium TERNA SA – GMR Airports Limited”, distinctive title

“ARIADNE AIRPORT GROUP” (the “Beneficiary”)

LETTER OF GUARANTEE NO. _________ FOR EURO …………………

Gentlemen,

1. We have the honor to inform you that we hereby irrevocably and

unreservedly guarantee to you, waiving our right to object invoking the

benefit of division and discussion, in favor of [_________ (name), having

its seat in the Municipality of ____, no. ___, _____ Street/

consortium_________(name) and its members, i.e. (a) _________ (name),

having its seat in the Municipality of ____, no. ___, _____ Street,

(b)………….., (c)…………..]15 (the “IE Bidder”), up to the amount of Euro

………………., to which our guarantee is restricted for the participation of

the above-mentioned IE Bidder in the tender announced by the Beneficiary

(the "IE Tender"), which shall be conducted on ____________ and on any

other date, in case of deferral, under the invitation to tender for the award

of the project: Provision of Independent Engineer Services for the Project: “DESIGN - CONSTRUCTION - FINANCING - OPERATION - MAINTENANCE AND EXPLOITATION OF THE NEW INTERNATIONAL

15 Fill in as appropriate.

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AIRPORT OF HERAKLION CRETE & DESIGN - CONSTRUCTION AND FINANCING OF THE ROAD CONNECTIONS” (the “IE Invitation”)

2. This letter of guarantee only refers to obligations connected to the

participation in the above mentioned IE Tender, undertaken by the IE

Bidder and their members, according to the IE Invitation.

3. This letter of guarantee shall be in force for an indefinite period from the IE

Bid submission date and, in any case, until receiving your written

notification that we can be considered waived from any obligation

connected to it or until it is returned to us, and in any case, within the time

restrictions set forth in the IE Invitation.

4. The amount indicated above shall remain at your disposal and shall be

paid to you in whole or in part, without any pretext and any plea or

objection with the issuance hereof, in accordance with the terms of the IE

Invitation, waiving our right to object invoking the benefit of division and

discussion.

5. This letter of guarantee is governed by the Greek law and any discrepancy

arising out of or relating to this letter of guarantee shall be subject to the

exclusive jurisdiction of the courts of Athens.

[We hereby declare that all letters of guarantee, including this one, supplied by our

Bank to the State and to legal entities of public jurisdiction and which are still in

effect, without full coverage by bank counter-indemnity or by collateral security, does

not exceed the limits set by the competent authority for our bank]16.

Date 201_

_________________________________________

On behalf of

[Bank]

16 Include, if applicable.

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ANNEX V

DRAFT IE AGREEMENT

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Annex V of IE Invitation-Revision: Draft Independent Engineer Agreement Σελίδα 1 από 29

MINISTRY OF INFRASTRUCTURE AND TRANSPORT PROVISIONAL CONTRACTOR: ARIADNE AIRPORT GROUP

GENERAL SECRETARIAT OF INFRASTRUCTURE

GENERAL SECRETARIAT

OF TRANSPORT INFRASTRUCTURE

“ΕΥΔΕ/ΚΕΣΠ/Π&ΒΕ”

CONCESSION AGREEMENT FOR DESIGN - CONSTRUCTION - FINANCING - OPERATION - MAINTENANCE AND EXPLOITATION OF THE NEW INTERNATIONAL AIRPORT OF HERAKLION CRETE & DESIGN - CONSTRUCTION AND FINANCING OF THE ROAD CONNECTIONS

OPEN INTERNATIONAL TENDER FOR THE SELECTION OF INDEPENDENT ENGINEER

DRAFT INDEPENDENT ENGINEER AGREEMENT

ATHENS OCTOBER 2017

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DRAFT INDEPENDENT ENGINEER AGREEMENT

THIS AGREEMENT is made in ............., the ................. 201....

BETWEEN:

(1) The Societe Anonyme with the name “HERAKLION CRETE INTERNATIONAL

AIRPORT SOCIETE ANONYME” and trade name “HERAKLION CRETE

INTERNATIONAL AIRPORT S.A.””, legally constituted according to Greek law, which

has its registered office in the Municipality of Heraklion, herein represented by Mr.

………………….., (hereinafter referred to as the “Company”);and

(2) the company or consortium or joint venture with the trade name

“...........................................”,legally constituted, with registered office at

......................................., represented by ................................, (hereinafter referred to as

“Independent Engineer” or “IE”)

together the "Parties".

WHEREAS:

A) The Greek State (hereinafter referred to as "State") awarded the Company the project

"Design - Construction - Financing - Operation - Maintenance and Exploitation of the

New International Airport of Heraklion Crete & Design - Construction and Financing of

Road Connections" (hereinafter referred to as "Project") in accordance with the specific

terms set out in the Concession Agreement.

B) The company “.................................”, (hereinafter referred to as "Constructor") has

undertaken the design and construction of the Project pursuant to the Design-

Construction Agreement with the Company, dated [date], (hereinafter referred to as

"DCA"), in accordance with the specific conditions set out therein.

C) Pursuant to Article 28.5 of the Tender Notice of the Project (the "Tender Notice"), an

open tender for the selection of Independent Engineer was conducted. In specific, this

tender commenced with the Invitation (hereinafter referred to as “IE Invitation”) including

its appendices, dated [date], as it was approved with the [number of protocol] decision of

the Awarding Authority according to the provisions of article 28.5.7 of the Tender Notice.

D) Today, and pursuant to the completion of the process set out in article 28.5 of the

Tender Notice and the selection committee selected the Lowest IE Bidder, as described

in article 28.5.10 of the Tender Notice, the Agreement of the Independent Engineer is

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herein signed between the Parties and as set out in the IE Invitation, according to which

the IE, undertakes the duties of the Independent Engineer of the Project in accordance

with the provisions of the Concession Agreement, the Tender Notice, the IE Invitation,

and this IE Agreement.

Given the above: IT IS NOW HEREBY AGREED, COVENANTED AND SIMULTANEOUSLY RECOGNIZED AS FOLLOWS: 1. INTERPRETATION

1.1 In this IE Agreement,

"Tender Notice" is the tender notice of the Project, including its annexes, as finalized by

decision No ΕΠΠ-ΒΕ/Γ/ΑΚ/Φ1.1/9548/29-09-2016 of Minister of Infrastructure,

Transportation and Networks.

"Assignment" has the meaning given to it in clause 5 of this Agreement.

“Project” has the meaning given to it in preamble under clause (A).

“Constructor”, has the meaning given to it in preamble under clause (B).

“DCA”, has the meaning given to it in preamble under clause (B).

"Concession Agreement" means the concession agreement, dated [date] together with

its appendices, signed between the Company and the State for the Project.

“Independent Engineer Agreement” or “IE Agreement” is this agreement including

its appendices, which constitute an inextricable part hereof.

and

"Services" means the services of the Independent Engineer as given in article 4 of this

agreement.

1.2 In this IE Agreement, unless the context otherwise requires:

(a) words importing the singular shall include the plural and vice versa and words

importing a gender include every gender;

(b) references to a person which has ceased to exist or has been reconstituted,

amalgamated, reconstructed or merged, or the functions of which have become

exercisable by any person or body in its place, shall be taken to refer to the

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person or body established or constituted in its place or by which its functions

have become exercisable;

(c) any references to this IE Agreement (or any specific provision of it, or to its

appendices), or to any other document shall be construed as references to this IE

Agreement, the specific provision, its appendices or the respective document or

any substitute for that document in the approved form as in force for the time

being and as from time to time entered into or replaced, and including any

amendments and replacements thereof and all variations, alterations,

modifications and supplements thereto;

(d) any references to statutory provisions, in respect of any primary or secondary

legislation shall be construed as references to those provisions as replaced,

amended or re-enacted from time to time;

(e) where provision is made for the giving of notice, consent or approval by any

person such notice, consent or approval shall be in writing and the term "notify"

shall be construed accordingly and any reference to the term "approval" includes

a reference to certification of compliance with a requirement of this IE Agreement

or the Concession Agreement or the giving of any form of consent;

(f) clause headings and any table of contents are only inserted for convenience and

shall not affect the interpretation of this IE Agreement;

(g) any references to clauses and appendices are references to clauses or

appendices of this IE Agreement unless otherwise explicitly stated;

(h) any capitalized words and expressions defined in the Tender Notice and/or the

Concession Agreement and/or the IE Invitation shall have the same meaning

whenever used in this IE Agreement, unless otherwise explicitly stated herein;

and

(i) in the event of a conflict and only, between this IE Agreement and the

Concession Agreement the provisions in the Concession Agreement shall

prevail.

2. EFFECTIVE DATE OF THIS IE AGREEMENT AND DURATION

2.1 This IE Agreement shall come to effect on the Concession Commencement Date. In the

event that the Company considers - at its sole discretion and in accordance with the

terms of the Concession Agreement - that the Services to be provided by the

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Independent Engineer are required at a time earlier than the Concession

Commencement Date, the IE Agreement enters into force within [•] days from the receipt

by the Independent Engineer of a relevant written notice issued by the Company.

2.2 Subject to article 11 herein, this IE Agreement shall expire only when all the Services

which the Independent Engineer is obliged to provide in accordance with this IE

Agreement have been fully and soundly performed.

3. APPOINTMENT OF INDEPENDENT ENGINEER

The Company appoints hereby the Independent Engineer as the Independent Engineer

under the Concession Agreement and the Independent Engineer accepts such

appointment.

4. INDEPENDENT ENGINEER'S OBLIGATIONS

4.1 The Independent Engineer undertakes to perform all the responsibilities, functions and

duties set out in the Concession Agreement (as amended, expanded or extended from

time to time), and as arise by the DCA, the IE Invitation and this IE Agreement, and are

explicitly agreed to be the responsibility of the Independent Engineer (the "Services").

Independent Engineer Services will also include all the responsibilities of the supervisory

engineer, as defined in accordance with applicable Greek legislation.

4.2 During the performance of the Services the Independent Engineer shall comply with the

provisions of the Concession Agreement and the DCA (as both are amended, expanded

or extended from time to time) and take due account of the obligations (including the

milestones) of the Company as set out thereunder.

4.3 The Independent Engineer has a duty of care to and is liable towards the State as if the

State were a contributing party to this IE Agreement.

4.4 The Independent Engineer confirms that he is fully aware of the Concession Agreement

and the DCA content, insofar as they relate to the Services the Independent Engineer is

obliged to provide under this IE Agreement. In case of conflict and only between the

terms of this IE Agreement and the terms of the Concession Agreement and/or the terms

of the DCA, the provisions of the Concession Agreement prevail, unless and to the

degree that the IE Agreement contains additional duties and/or obligations of the

Independent Engineer -in which case the terms hereof prevail- to the extent that these

terms do not place the Company and the State in a less favourable position. In case of

dilatation of the scope of the Independent Engineering Services, such as in case of

undertaking Additional Services or Additional Works, or extensions, according to the

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terms of the Concession Agreement or as a consequence of any modification of the

Concession Agreement and/or the DCA, any additional remuneration of the IE is defined

in accordance with article 7 hereof.

4.5 Within one (1) month from the date this IE Agreement comes into effect, according to the

provisions of article 1 above, the Company and the Independent Engineer will come to a

written agreement as to any further details on the manner of submitting the Designs to

the Independent Engineer as such is defined in this IE Agreement, as well as the

deadlines on which the Independent Engineer must issue the Design Approval

Certificate, taking into consideration the relevant provisions of the Concession

Agreement.

4.6 During the performance of its obligations under this IE Agreement, the Independent

Engineer shall exercise the standards of due skill, care and diligence to be reasonably

expected by a suitable and competent consulting engineer who is experienced in the

provision of such services on projects of a similar size, scope and complexity to those of

the Project and the Services agreed in this IE Agreement (referred to herein as "Good Industry Practice").

4.7 The Independent Engineer undertakes to carry out the Services in accordance with a

quality assurance system that is consistent with BS EN ISO 9001 as long as this IE

Agreement remains in force.

4.8 The Independent Engineer shall act reasonably in performing all aspects of its functions

and obligations under this IE Agreement (including those required under the Concession

Agreement). Without limiting the general nature of its duty, the Independent Engineer

shall:

(a) in the case of denial of any approval, duly justify such decision;

(b) require only information and data which are reasonably necessary for the

determination of the issue under question;

(c) take into account only those factors which any person acting as an Independent

Engineer would, using Good Industry Practice, consider to be objectively and

reasonably necessary;

(d) perform its duties and obligations diligently, with the objective of not unduly

hindering or delaying the Company and/or the State in their compliance with

deadlines defined in the Concession Agreement;

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(e) act independently, fairly and impartially in dealings between the Company and

the State; and

(f) liaise with any technical consultant designated by the Company and/or the State

in the context of the execution of the Concession Agreement and will comply with

the reasonable requests of such technical consultant in order to provide them

information.

4.9 The Independent Engineer shall comply with the reasonable instructions of the Company

and\or the State. For clarity, any instruction by the Company and/or the State which is

inconsistent with the explicit terms of this IE Agreement and/or the Concession

Agreement, is not considered reasonable.

4.10 The Company may request a written opinion from the Independent Engineer on the

Constructor's methodology of work, techniques (including, without limitation, any

temporary works), sequence of construction or management of the construction of the

Project (for which the Constructor remains wholly responsible). Additionally, the

Company and/or the State may request at any time the IE to provide certification of

completion percentage of the Project’s physical object as well as the corresponding

value of these Constructions.

4.11 All certificates issued by the Independent Engineer shall comply with the requirements of

the Concession Agreement.

4.12 The Independent Engineer is obliged to certify that any Constructions have been

properly executed and to the extent they comply with the requirements provided by the

Concession Agreement, the Tender Notice, the Special Conditions of Contract, the

required specifications of the Project and the applicable Greek legislation regarding the

Project and the Services.

4.13 Upon request of the Company or the State, the Independent Engineer shall, pursuant to

article 29.3.1(g) of the Concession Agreement, certify the Constructions properly

executed by the Constructor and the value of such Constructions, up to the Termination

Date.

4.14 The Independent Engineer shall not express any opinion on nor shall interfere with or

provide advice in relation to any matters relating to the Project which are beyond its role

and responsibilities as set out in this IE Agreement and the Concession Agreement.

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5. ASSIGNMENT / SUBCONTRACTING

5.1 The Independent Engineer shall perform the Services using the personnel appointed in

accordance with article 6. The Independent Engineer shall not assign (in whole or in

part) any of its rights or benefits under this IE Agreement nor sub-contract any of the

Services which the IE is obliged to carry out without the written consent of the Company

and the State.

5.2 In the case the Independent Engineer wishes to subcontract part of its contractual

obligations, it shall notify the Company and the State all necessary information about the

proposed subcontractor, such as his experience, staff to be employed for the Project,

representation, personal status, financial information, as well as the specific duties to be

assigned thereto. The Company shall decide on the request within [•] days of complete

submission of the above information and the provision of any relevant clarification or

additional information concerning the person of the proposed subcontractor as

requested by the same within the above period of time. Should the Company fail to reply

within the above period, this shall be deemed as no consent.

5.3 The Independent Engineer shall remain liable and shall not be relieved of any of its

commitments, obligations and responsibilities under this IE Agreement on account of

having subcontracted part of its obligations. The Independent Engineer shall also ensure

that in regards with the subcontract agreement, all the Company and/or the State rights

under this IE Agreement shall also apply towards the subcontractor and shall constitute

the latter’s obligations as well, and that the subcontract shall not generate any rights for

the parties thereto against the Company and/or the State.

5.4 In the event of early expiry of this IE Agreement at any time and on any grounds:

(i) The Company shall, at its sole discretion, have the right to continue executing the

subcontract agreement as regards the unexecuted by the subcontractor part thereof, by

entering into the position of the IE, subject to the same conditions or, upon agreement

with the subcontractor, with more favourable conditions. If the Company chooses not to

continue the implementation of the subcontract agreement, it shall not be liable to the

subcontractor neither shall it undertake any financial or other obligation thereto.

(ii) The Company shall not be liable or undertake any financial or other obligation as may

result from the already completed — by the subcontractor — part of the subcontract

agreement, for which all liabilities shall be solely borne by the IE.

(iii) Upon request of the Company, the IE and the subcontractor shall provide the

Company with any information relating to the progress of the subcontract agreement.

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5.5 The Company shall not be entitled to intervene between the IE-subcontractor relations,

unless the subcontractor has breached materially certain conditions of this IE Agreement

and/or the Concession Agreement and provided that the Company has formerly

requested the IE in writing to remedy the breach of the contractual conditions within a

reasonable deadline and the subcontractor has not remediated the respective material

breach within the requested time period. As part of its intervention, the Company may

even request the immediate replacement of the subcontractor or their personnel.

Irrespectively of whether the Company has intervened or not, the IE’s responsibilities

and obligations under this IE Agreement shall not be invalidated or compromised.

5.6 Notwithstanding any other provision of this IE Agreement, the Company and the

Independent Engineer agree that this IE Agreement shall continue under the same terms

and conditions if:

(a) the State substitutes the Company pursuant to article 17.8.3 of the Concession

Agreement, or

(b) the State intervenes in the Project pursuant to article 20 of the Concession

Agreement.

5.7 In case of substitution by the State in accordance with article 5.6 (a), the Independent

Engineer will not be entitled to any claim against the Company regarding any obligation,

liability and duty according to this IE Agreement, that arise after the Company has been

substituted. The Independent Engineer will not, nor is entitled to, make any claim or

otherwise seek any compensation from the Company resulting from or related to any

violation, act or omission of the State after the date of substitution, the responsibility for

which has been undertaken by the State.

5.8 The Parties undertake, in the event of substitution, to conclude all the necessary

documents in order for the substitution to take effect.

6. PERSONNEL

6.1 Throughout this IE Agreement, the Independent Engineer shall provide sufficient

personnel for the appropriate provision of the Services which will have a suitable level of

qualification with experience in the provision of such services on projects of a similar

size, scope and complexity to those of the Project and the Services agreed herein and in

accordance with the requirements set out in the Concession Agreement, in the IE

Invitation and in this IE Agreement. In any case the Independent Engineer shall provide

the personnel for the provision of the Services designated in the table of Annex III of this

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IE Agreement. In the event an increase or differentiation in relation to the

aforementioned table of the Independent Engineer's staff is required for the proper and

timely provision of the Services in accordance with the needs of the Project, the

Independent Engineer is obliged to increase its staff accordingly without being entitled to

additional remuneration or compensation, provided of course that the need to provide

additional staff is not due to any act, omission or delay of the Company. Additionally,

staff reduction and/or replacement in relation to the table of Annex III may apply only

with the written consent of the Company.

6.2 The Company is entitled to request the removal of any person who takes part in the

provision of any of the Services provided that this person, in the opinion of the Company,

is not performing its duties satisfactorily, violates its duties or displays inappropriate

conduct regarding the provision of the Services and the fulfilment of the obligations and

duties of the Independent Engineer under this IE Agreement and/or the Concession

Agreement or, finally, its presence in the Project arises a matter of national security

(provided that the latter is requested in writing by the State). In these cases the

Company shall provide written notice to the Independent Engineer for the above, setting

a deadline of no less that five (5) working days for the restoration of the violation. The

Independent Engineer is obliged to comply with any such requests by the Company,

otherwise, in case of non-compliance, and, at the sole discretion of the Company, the

provisions of article 11.3 and thereafter hereof regarding termination shall apply. In case

a matter of national security arises after the relevant notice by the State, the Company

provides immediately a written notice to the Independent Engineer, through reporting of

the non confidential reasons upon which the same was notified by the State, setting a

deadline for the removal of the person/s whose presence causes a matter of national

security, of one (1) working day, thereafter the Independent Engineer acts according to

the notice of the Company, otherwise, and provided it has been requested by the State,

the provisions of article 11.3 and thereafter of this IE Agreement regarding termination

shall apply.

6.3 The Independent Engineer shall be responsible for obtaining and maintaining, at its own

cost, all residence permits and work permits for its personnel required by any applicable

law.

6.4 The Independent Engineer shall bear sole responsibility for the payment of all salaries,

benefits, allowances, and social security contributions in relation to its personnel

required by any applicable law or any legal order should apply in IE’s case.

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6.5 The Independent Engineer is responsible for the negligent actions or omissions of the

persons it employs for the performance of the Services, regardless if their recruitment is

based on an employment contract, a contract for the provision of services or any other

kind of relationship.

7. REMUNERATION OF INDEPENDENT ENGINEER

7.1 In consideration of the performance of the Services and for the general performance of

the duties assumed in this IE Agreement, the Independent Engineer is entitled to a lump

sum of a total amount [written in full and in numbers], as this arises from IE Financial

Offer according to the provisions of the IE Invitation and is attached herein as Annex I.

Any preliminary works fee is included within the price of this clause. The aforementioned

fee of the IE is fixed and not subjected to escalation under any circumstance, even in the

event there is an extension of the time of the Design-Construction Period.

7.2 The Independent Engineer fee (lump sum), as this applies in the IE’s Financial Offer

(Annex I) for the performance of its duties, as they result from the IE Invitation, this IE

Agreement and the Concession Agreement, includes all the fees and other expenses of

the Independent Engineer required for performing the Services always in accordance

with the provisions of the Tender Documents, IE Invitation and this agreement for the

entire Design-Construction Period, including indicatively and not limited to:

(i) The fee for the execution of the Services in accordance with article 4 of this IE

Agreement, the DCA and the Concession Agreement.

(ii) The remuneration of all the personnel employed in the Project irrespective of

their location, including social insurance contributions, in accordance with

applicable law, and any food, accommodation, travel etc.

(iii) Project-related costs, regardless of location, i.e. indicatively: mobilization,

installation costs, office expenses, cost of consumables.

(iv) Expenditure of file keeping, process approval of studies and work certifications,

costs associated with quality control obligations (eg taking and keeping samples

of materials and specimens, etc.).

(v) Correspondence costs.

(vi) Expenses for the issuance of residence & work permits for the personnel,

according to the applicable legislation.

(vii) Any expenses for the constitution of a joint venture or consortium.

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(viii) Insurance costs in accordance with the terms of article 10 of this IE Agreement

and the applicable legislation.

(ix) The total taxes that shall be charged to the IE under this IE Agreement.

In addition to such remuneration and subject to articles 7.6 and 7.7, the Independent

Engineer is not entitled to and clearly waives the right to claim or receive any additional

amount.

7.3 The payment of IE fee will apply according to the provisions of Annex II of this

agreement (Payment Schedule of Independent Engineer’s Fee). The Company shall pay

to the Independent Engineer each amount set out in the Independent Engineer's

invoices issued according to the terms of this IE Agreement subject to the correction of

any error or any disputed amounts which shall be dealt and resolved in accordance with

article 7.4 below, within thirty (30) days from the date of receipt by the Company of such

statement of account or invoices accompanied by any supporting documents. Payments

shall be made to bank accounts of Greek bank institution, indicated by the Independent

Engineer.

7.4 In case the Company disputes any part of invoice of the Independent Engineer, the

Company shall proceed with payment of the remaining part of the account or invoice

which is not disputed and the Parties shall endeavour in good faith to reach agreement

on the part which is disputed. If the Parties fail to reach agreement the dispute shall be

resolved in accordance with article 14 of this IE Agreement. In such case, the

Independent Engineer shall continue to provide its Services.

7.5 All fees to the Independent Engineer (both the lump sum and any remuneration for

additional services according to article 7 of this IE Agreement) are exclusive of Value

Added Tax that shall be borne by the Company.

7.6 Payments to the Independent Engineer for any additional works whatsoever not included

in Services (“Additional Services”), obviously including the Additional Works, which

have been appointed in writing by the Company, shall be amounted to a percentage

equal to one and a half per cent (1.5%) of the corresponding value of the construction

scope related to the Additional Services, before the overhead and contractor’s profit

(Γ.Ε. and O.E.). In this case the Independent Engineer shall submit to the Company for

approval the organization chart of the staff proposed for the performance of the

Additional Services. The Independent Engineer shall be entitled to payment under this

clause only if the requirement for the Additional Services does not result from acts,

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omissions or errors of the Independent Engineer, for the rectification of which, the

Independent Engineer is responsible at its own cost.

7.7 In the event of an extension of the Overall Deadline of the Design and Construction

Period as defined in the Concession Agreement, provided that such extension does not

result from actions, omissions or errors by the Independent Engineer, the Independent

Engineer shall be entitled to a fee equal to one and a half per cent (1.5%) of the

corresponding value of the Constructions that will be performed during the extension

period.

7.8 The Independent Engineer shall submit to the Company for approval the organization

chart of the personnel proposed to be employed either in the case of Additional Services

or Additional Works or during the extension of the Overall Deadline of Design and

Construction Period. Such personnel shall satisfy the requirements of the first paragraph

of article 6.1.

7.9 The Independent Engineer waives any right for retention it is entitled to, according to the

Greek Law (article 325 of the Greek Civil Code).

8. LIABILITY OF INDEPENDENT ENGINEER

8.1 Subject to articles 8.2 – 8.5 below, and subject to (a) the Company taking reasonable

steps to mitigate its loss and (b) any contributory negligence on the part of the Company,

the Independent Engineer shall be liable to compensate the Company for any legally

enforceable loss or damage of the Company to the extent resulting from a breach

caused by the Independent Engineer of any of its obligations under this IE Agreement

and/or the Concession Agreement.

8.2 With the sole exception of liability according to article 8.3, the aggregate liability of the

Independent Engineer under or in connection with this IE Agreement howsoever arising

(including without limitation, whether arising contractually or by negligence or for breach

of statutory duty or by way of indemnity or otherwise) shall be limited to thirty million euro

(€30,000,000.00) excluding VAT. For the avoidance of doubt such limit includes the

Independent Engineer's liability under or in connection with all deeds pursuant to article

5.

8.3 The Independent Engineer’s liability is not excluded or restricted in the following cases:

(a) fraud or wilful misconduct or gross negligence; or

(b) death or personal injury resulting from the Independent Engineer’s negligence; or

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(c) incompliance with environmental legislation and Environmental Requirements; or

(d) infringement of Intellectual and Industrial Property Rights, as defined in the

Concession Agreement.

In the above cases the liability of the Independent Engineer shall be unlimited, and none

of such cases shall be taken into account in determining whether the limit of liability

under article 8.2 has been reached or exceeded.

8.4 The Independent Engineer is not responsible under this IE Agreement or otherwise for

advising on or for taking measures to prevent or mitigate the effect of any act of

terrorism or any action that may be taken in order to control, prevent, suppress or in any

way relating to an act of terrorism (herein called "terrorism matters") and any liability of

the Independent Engineer under or in connection with this IE Agreement whether

contractual or in tort, in negligence, for breach of statutory duty or otherwise for any

claim which may arise out of or in connection with terrorism matters is excluded.

8.5 The Independent Engineer is not responsible under this IE Agreement or otherwise for

advising on matters which wholly, partly, directly or indirectly arise out of or result from

the use of asbestos (including without limitation the costs of testing, monitoring,

abatement, mitigation, removal, remediation or disposal of any asbestos or product or

waste that contains asbestos) or pollution and contamination (including without limitation

by naturally occurring or man-made substances, forces or organisms or any combination

of them whether permanent or transitory) and however occurring (herein called

"asbestos and pollution and contamination matters") and any liability of the

Independent Engineer under or in connection with this IE Agreement whether

contractual or in tort, in negligence, for breach of statutory duty or otherwise for any

claim which may arise out of or in connection with asbestos and pollution and

contamination matters is excluded.

9. INDEMNITIES

9.1 Subject always to the obligation of the Company, as this arises by the Concession

Agreement to take reasonable steps to mitigate its loss, the Independent Engineer shall

indemnify and hold harmless the Company for and against any legally enforceable

losses suffered or payments made, in respect of injury and/or death of persons and/or

damage to property caused by any of the Independent Engineer's directors, employees,

or agents or any other persons for which the Independent Engineer is responsible,

except if and to the extent that fraud, negligence or breach of any legal obligation

(including performance of legal obligations in a prompt and timely manner) by the

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Company, the Constructor, any subcontractor of the Company and the directors,

employees, agents or representatives each of the above, has caused or contributed to

such loss.

9.2 Subject always to the obligation of the Independent Engineer to take reasonable steps to

mitigate its loss, the Company shall indemnify and hold harmless the Independent

Engineer for and against any losses suffered or payments made, in respect of injury

and/or death of persons and/or damage to property caused by any of the Company’s

directors, employees, or agents or any other persons for which the Company is

responsible except to the extent that fraud, negligence or breach of any legal obligation

(including performance of legal obligations in a prompt and timely manner) by the

Independent Engineer, any of the Independent Engineer's subcontractors and the

directors, employees, agents or representatives of each of them has caused or

contributed to the loss. Notwithstanding the foregoing, the aggregate liability of the

Company under or in connection with this IE Agreement howsoever arising (including

without limitation, whether arising contractually or in negligence or for breach of statutory

duty or by way of indemnity or otherwise) shall be limited to one million euro

(€1,000,000.00) for each and every claim and three million euro (€3,000,000.00) in

aggregate, excluding the indemnities in respect of injury and/or death of persons as

provided in this clause and which shall be unlimited.

10. INSURANCE

10.1 The Independent Engineer has entered into force and shall maintain throughout the

period during which the Independent Engineer is liable under this IE Agreement and in

any case for a period of five (5) completed years after the issuance of the PT1WCC,

professional indemnity insurance on the customary terms and conditions which apply for

an independent consulting engineer carrying on activities similar to those of Independent

Engineer for projects similar to the Project and for services similar to the Services. The

professional indemnity insurance shall have a limit of indemnity the fee of fifteen million

euro (€15,000,000.00) for each and every claim and the fee of thirty million euro

(€30,000,000.00) in aggregate, for loss which was a result of any negligent breach of

duty, act, error or omission (or single series of negligent acts, errors or omissions) by the

Independent Engineer.

10.2 The Independent Engineer shall comply with the requirements of the applicable

insurance legislation, indicatively for the personnel it employs during the execution of the

Services. The Independent Engineer shall insure all such personnel against personal

injury and death notwithstanding that such insurance may not be mandatory under

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Greek legislation. In addition, Independent Engineer is required to insure against any

risk the equipment used regarding the performance of IE duties under this agreement

(vehicles, machinery, tools, etc.), moreover its insurers shall wave their rights of

subrogation against the Company and its staff.

10.3 All insurance policies required to be issued by the Independent Engineer pursuant to

article 10 in this IE Agreement, shall be issued and maintained by a reputable insurer,

according to the provisions of the Concession Agreement.

10.4 Upon request by the Company, the Independent Engineer shall submit a certificate of

the insurance company or the insurance agent to the Company for inspection, stating

the details (specifying at least: limits, sublimits and deductibles) of any insurance policy

required to be maintained pursuant to clause 10 in this IE Agreement.

10.5 Regardless any other provision of this article 10, the Independent Engineer shall ensure

that the terms of all insurance policies issued pursuant to this IE Agreement fully comply

with Article 21 and Annex 7 of the Concession Agreement to the extent that the

aforementioned Article and Annex specifically apply to the Independent Engineer such

as, but not limited to, the civil liability of Independent Engineer and its staff for the use

and circulation of vehicles owned or controlled by IE (eg rental, leasing) on the basis of

the compulsory insurance provisions regarding vehicle liability as required by the Greek

Legislation.

10.6 The Independent Engineer shall provide any reasonable assistance to the Company so

that the Company is able to comply with its obligations according to the Concession

Agreement, as long as such assistance would not conflict with any other obligation of the

Independent Engineer under this IE Agreement and/or the Concession Agreement.

11. TERMINATION OF IE AGREEMENT AND SUSPENSION (OF PROVISION) OF SERVICES OF INDEPENDENT ENGINEER

11.1 The Company may serve a suspension order requiring from the Independent Engineer

to temporarily suspend the performance of any of the Services, provided that the

Company shall only be entitled to do so to the extent that the performance of any of its

relevant obligations are suspended under the Concession Agreement.

11.2 In the event of suspension of the total of the Services pursuant to article 11.1 above, the

Company shall pay to the Independent Engineer:

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(a) any instalments of its remuneration and any other due sums to the Independent

Engineer which had become past-due before the date of issuance of the

suspension order;

(b) such proportion of the next instalment of remuneration payable to the

Independent Engineer as corresponds to the Services it has provided up to the

date on which suspension order takes effect; and

(c) the Independent Engineer's reasonable removal and mobilization expenses,

provided that such expenses are not of IE’s responsibility, if and when the

Company requests that the Independent Engineer re-undertakes the

performance of the Services.

For the avoidance of doubt, the Company will not make any instalment of remuneration

payable to the Independent Engineer during the suspension period according to article

7.1 above and Annex II of this IE Agreement. Exceptionally, in case of partial suspension

of the Services provided by the Independent Engineer, - according to the provisions in

the relevant order of the Company – the Independent Engineer shall be entitled to

receive part of the remuneration, as this shall be agreed as applicable with the

Company, taking into account the Independent Engineer’s occupation during the

relevant period.

Beyond the above, the Independent Engineer will not be entitled to any other

remuneration or compensation resulting from the suspension of the Services.

11.2A Suspension of the Services is notified to the Independent Engineer by delivery of a

relevant written order issued by the Company in which the reason for suspension of the

services and the commencement date of the suspension period are stated, which shall

not be less than fifteen (15) days from receiving the relevant order. In such case, the

Independent Engineer is obliged to suspend in total or in part the provision of the

Services according to the Company orders and within the defined deadline, taking care

at the same time for the completion of works that were under execution on the date of

receiving the above order.

After the relevant written notice issued by the Company, the Independent Engineer is

obliged to restart the provision of the Services within a reasonable period of time and

according to the orders that will be defined in the notice.

11.3 Subject to any other rights at its disposal, the Company may issue a written notice to the

Independent Engineer stating that, in its opinion, the Independent Engineer is not

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adequately performing its obligations or that it is not providing the Services in

accordance with this IE Agreement. The Company shall specify in such written notice

the nature of the Independent Engineer's failure and may instruct the Independent

Engineer to take whatever actions are necessary in order to comply with its obligations

under this IE Agreement, within reasonable period of time, which shall not be less than

five (5) working days. Furthermore, as long as it receives relevant notice from the State

according to the provisions of article 17.7.4 of the Concession Agreement, the Company

is obliged to issue in written the deadline for compliance to the Independent Engineer,

which shall not be less than five (5) working days or one (1) working day in case of a

matter of national security. In case the Independent Engineer does not comply with the

terms of such written notice, the Company may, by giving a further written notice,

terminate this IE Agreement. The termination shall become effective on the

establishment of the new Independent Engineer in the Project (who is selected

according to article 28.5 of the Tender Notice), until which date the Independent

Engineer shall continue to exercise its duties, unless the Company defines, at its sole

discretion, that the termination has immediate effect. In the above cases of termination,

the Independent Engineer shall be only entitled to receive the sums referred to in articles

11.4(a) and 11.4(b) and no further compensation.

11.4 Obviously subject to clause 11.1, in the event of failure of the Company to pay the

Independent Engineer any instalment of its remuneration or any other sum due to the IE

that has become past-due, under article 7, and the value of such sum or sums either

singularly or in aggregate exceed(s) by three times the maximum instalment to be

received according to the payment schedule provided in Annex II, then provided that

such payments are not disputed by the Company in good faith and provided that such

failure continues for [•] days after such sum became past-due, the Independent

Engineer may serve a written notice on the Company (and copy such notice to the State)

("Non-payment Notice"). If following the service of a Non-payment Notice in

accordance with the foregoing the relevant sum is not paid in full within [•] months from

the date of issuing the Non-payment Notice, the Independent Engineer may terminate

this IE Agreement by written notice to the Company (which shall be copied to the State).

In this case, the Independent Engineer shall be entitled to receive the payments (without

double counting):

(a) any outstanding instalment of IE’s remuneration and any other sum owed to IE

prior to the date of issue of the notice of termination of IE Agreement;

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(b) such proportion of the next instalment of remuneration payable to the

Independent Engineer as corresponds to the Services it has performed up to the

date of termination; and

(c) [•]% of the total unpaid remuneration as specified in Annex II applicable to the

remaining (unexecuted) part of this IE Agreement, which amount shall be

considered as full and final settlement of all claims of the Independent Engineer

under this IE Agreement.

11.5 The Company may terminate this IE Agreement with immediate effect:

(a) in the event of termination of the Concession Agreement in any way, whereupon

the Independent Engineer shall be entitled to the payments set forth in articles

11.2 (a) & (b), unless the Company is substituted pursuant to article 5.7; or

(b) in the event the Independent Engineer is declared bankrupt or becomes insolvent

or is put under administration, liquidation, dissolution or any proceedings for the

IE being declared bankrupt or insolvent or coming into liquidation or dissolution

commence or generally in case any event occurs or proceeding with similar

effects commences.

11.6 Termination or expiry of this IE Agreement for any reason whatsoever shall not affect the

rights and responsibilities of the Parties which have accrued prior to or because of such

termination or expiry or any obligation of the Parties which are going to apply beyond the

termination or expiry of this IE Agreement.

11.7 The Independent Engineer acknowledges that the State may request the Company to

terminate this IE Agreement according to the provisions of the Concession Agreement.

In such case the Company, as also mentioned in article 11.3, shall be entitled to

terminate this IE Agreement pursuant to article 11.5, i.e. with immediate effects.

11.8 Unless otherwise expressly provided in this article 11, the Independent Engineer shall

not be entitled to any compensation in respect of the termination of this IE Agreement.

12. RECORDS, AUDIT AND CONFIDENTIALITY

12.1 The Independent Engineer shall keep suitable records and maintain appropriate books

for the Project recording the hours worked by its personnel and shall keep records of all

hours worked by salaried staff and of all expenses related to any Services of the

Independent Engineer which are carried out and for which the Independent Engineer is

entitled to receive payment.

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12.2 The Company or auditors appointed by the Company shall have the right to carry out

one or more audits of the records and books of the Independent Engineer related to the

Services of the Independent Engineer. Such audits shall be carried out in a way that

disruption to the work of the Independent Engineer is the minimum possible.

12.3 Unless otherwise reasonably required by applicable legislation, the Independent

Engineer shall not, during its contractual engagement or at any time after its expiry or

termination, for any reason disclose to any person or otherwise make use of any

confidential information of which IE has or may during execution of its duties become

aware of, relating to the Company, the Project, this IE Agreement or the Concession

Agreement, nor shall it disclose to any person whatsoever anything relating to the

Company without the prior written consent of the Company. Exceptionally, the

Independent Engineer may only disclose confidential information to employees and/or

associates only to the extent necessary to have knowledge of such information for the

proper performance of IE’s duties and will bear full responsibility for any breach of

confidentiality obligations of such persons. The above restriction shall continue to apply,

without limitation in time, after issuing the T1 Period Works Completion Certificate as

well, unless and until such confidential information are published without any liability of

the Independent Engineer. The Independent Engineer may disclose confidential

information to the State without the prior written consent of the Company. The

Independent Engineer is also responsible for fidelity towards the counter-parties of the

Concession Agreement and for exquisite diligence during the execution of ΙΕ duties and

must execute timely and adequately ΙΕ obligations, as defined in the Tender Documents

and this IE Agreement.

The Independent Engineer shall grant to the Company and the State a non-exclusive,

irrevocable, royalty free licence to copy and use any documents, and to reproduce the

information contained therein for any purpose related to the Project. Such licence shall include

a licence to grant further licences and to transfer the same to third parties providing such

actions are carried out under the same conditions as related to the Company.

13. APPLICABLE LAW

This IE Agreement is governed by the Greek Law.

14. DISPUTE RESOLUTION

14.1 The Independent Engineer shall make any possible effort to provide the Company and

the State with all such documents, data and information as either the Company and/or

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the State may reasonably request in connection with the conduct of any dispute or

negotiations that may arise during the period that this IE Agreement remains in force.

14.2 In the event of any dispute - excluding Technical Disputes which will be resolved in

accordance with the procedures set forth in the Concession Agreement - arising out of or

in connection with this IE Agreement-, the Parties agree to refer the matter for settlement

in accordance with the Dispute Resolution Rules Of the International Chamber of

Commerce.

14.3 Any dispute that is not settled within sixty (60) days following the submission of the

matter to settlement proceedings, pursuant to article 14.2, or within any other period as

the Parties may have agreed in writing, shall be finally settled by arbitration in

accordance with the applicable at that time Rules of Arbitration of the International

Chamber of Commerce by one arbitrator appointed in accordance with such rules. This

arbitration shall take place in Greece and shall be conducted in Greek.

14.4 If the dispute to be referred to arbitration under article 14.3 raises issues which are

substantially the same or connected with the issues raised in another dispute that has

already been referred to arbitration under this IE Agreement, the Concession Agreement

and/or the DCA (an "Existing Dispute"), or arises out of the same, substantial, real facts

as the ones of an Existing Dispute (a "Related Dispute") then:

(a) if the Independent Engineer and the Company so agree, the arbitration tribunal

appointed or to be appointed for the resolution of any such Existing Dispute shall

also be appointed for the resolution of any Related Dispute;

(b) where pursuant to article 14.4 (a), the same arbitration tribunal has been

appointed in relation to two or more Related Disputes, the arbitration tribunal may

order that the whole or part of the matters to be resolved, shall be raised at the

same hearing, under the terms and conditions which the court considers

appropriate.

Article 14.4 shall not be applicable for the arbitrators appointed pursuant to Article 33.3.4

of the Concession Agreement in relation to any dispute, any powers or jurisdiction

beyond those conferred upon them by the expressed terms of the Concession

Agreement.

14.5 The Independent Engineer shall continue to carry out the Services whilst arbitration

proceedings or Technical Disputes procedures, as defined in the Concession

Agreement, are in progress unless instructed by the Company to suspend any part

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thereof, in which case the Independent Engineer shall be relieved of the obligation to

perform such part of the Services and shall not be entitled to any payment in connection

therewith.

15. NOTICES

15.1 Notices shall be delivered by hand recording the date of receipt or by facsimile or by

registered letter (return receipt requested) to the following addresses:

(a) To the Company

[name, recipient address]

(b) To the Independent Engineer

[name, recipient address ]

The persons named above are hereby appointed by the Company and the Independent

Engineer as their representatives to receive any notifications in relation to the process (process

agents). Each of the Company and the Independent Engineer shall immediately notify one

another for any subsequent change regarding their representative and process agent.

16. AMENDMENTS AND WAIVERS

16.1 The terms of this IE Agreement may be amended, modified, completed, varied or waived

only with the written agreement of the Parties and only subject to the prior approval of

the State according to the provisions of the Concession Agreement.

16.2 The failure to exercise or delay in exercising of any right or legal remedy foreseen in this

IE Agreement or by law does not constitute a waiver of the right or legal remedy or a

waiver of other rights or legal remedies. A waiver of the right in the case of breach of any

of the terms of this IE Agreement or a default under this IE Agreement, does not

constitute a waiver of any other right in case of another breach or default and shall not

affect the rest of the terms of this IE Agreement. A waiver of right in the event of a

breach or default of any of the terms of this IE Agreement or obligation according to this

IE Agreement will not prevent any Party from subsequently requiring compliance with the

waived obligation. The rights and legal remedies foreseen by this IE Agreement are

cumulative (subject as otherwise provided in this IE Agreement)and do not exclude any

right or legal remedy provided by law.

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17. CONFLICT OF INTEREST RESTRICTION

The Independent Engineer declares that at the time of execution of this IE Agreement is

not directly related to the Provisional Contractor or, where applicable, to the Members of

the Provisional Contractor, which may result in a situation of conflicting interests

("Conflict of Interest Situation"). Throughout this IE Agreement and for a period of one

year from the termination or expiration of the same in any way, the Independent

Engineer should not be in a Conflict of Interest Situation with the Company or/and the

respective shareholders of the Company. In the event that the Independent Engineer at

any time considers that IE is in a Conflict of Interest Situation, it must inform the

Company without delay, who will terminate the Independent Engineer Agreement.

18. MISCELLANEOUS

18.1 This IE Agreement constitutes the whole agreement between the Parties and takes

precedence over and supersedes all previous communications (oral or written) and

agreements between the Parties in relation to its subject matter.

18.2 If any provision of this IE Agreement is found to be illegal or invalid the remaining

provisions of this IE Agreement shall not be affected and the Parties shall negotiate in

good faith in order to replace the invalid or illegal provision with a valid and legal one

which will reflect the original intention of the Parties.

18.3 Communication between the Company and the Independent Engineer shall be either in

English or Greek. All reports and certificates drawn up by the Independent Engineer and

submitted to the State will be drafted in Greek and English. In case a document has

been drafted in both languages, the one written in the Greek language shall prevail. The

cost of correspondence in both Greek and English language is included in the

Independent Engineer's financial offer and IE is not entitled to any additional

remuneration for this purpose throughout the duration of this IE Agreement.

18.4 The Independent Engineer acknowledges and accepts that the Company may use the

reports, certificates, opinions or equivalent estimates of Independent Engineer and share

them for information purposes with persons involved in the execution of the Project, such

as, especially, the State, the Constructor, the insurers, in compliance with the

Company’s obligations under the Concession Agreement, the DCA, the Insurance

Contracts, etc.

18.5 Throughout this IE Agreement, change in the identity of the Independent Engineer

and/or change in IE control (e.g. indicatively and not limited to, in cases of buyout,

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merger etc. which will result in change in the control of the Independent Engineer)

without the written consent of the Company is not allowed. In the event where the

Independent Engineer, violating this IE Agreement, proceeds with such change, the

Company is entitled to:

(a) replace, immediately or within a deadline at its sole discretion, the Independent

Engineer without payment of any fee payable to the IE even if such payment is past-due

or is related to completed IE scope;

(b) receive immediately, through this declaration clear and enforceable title, from the

Independent Engineer an amount of two million Euro (€ 2,000,000.00), as a reasonable

and fair penalty; and

(c) receive a compensation from the Independent Engineer for the total amount of the

resulting loss and/or its cost which are related to the aforementioned replacement and

the general cost of the replacement process that is performed according to article 28.5

of the Tender Notice.

18.6 In case the Independent Engineer is a joint venture, then the provisions of the IE

Invitation and specifically the provisions of articles 5.4 7(iv) and 16.3 are effective

throughout this IE Agreement. Accordingly, it is restricted and completely invalid towards

the Company the reduction of the leader’s percentage of the consortium or joint venture,

as this is derived from (a) the notary act under clause 7 (iv) of the IE Invitation and (b)

the establishment document of the consortium under clause 16.3 of the IE Invitation,

unless the Company and the State have provided written consent. With the explicit

exception of the lead member, the participation percentages of the rest of the consortium

members whose experience has been invoked by the IE in order to prove the required

experience, according to the provisions of IE Invitation, may be redistributed among

those members, without the written consent of the Company. In case the Independent

Engineer, violating this provision, proceeds to such modification (percentage change or

modification of the leader), the rights of the Company under a, b and c as those are

described in article 18.5 above, shall come into effect.

18.7 The following annexes are attached in this IE Agreement:

• Annex I: The financial offer dated [date] of the Independent Engineer

• Annex II: The agreed payment schedule of the IE lump sum fee

• Annex III: Table of minimum IE personnel.

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This IE Agreement has been entered into force on the date stated at the beginning of this IE

Agreement.

…/…

SIGNATORIES For the Company ........................................................ For the Independent Engineer ......................................................

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ANNEXES1

1 More annexes may be added in this IE Agreement during its finalization, if deemed necessary by the Parties.

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ANNEX I

INDEPENDENT ENGINEER’S FINANCIAL OFFER

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ANNEX II

PAYMENT SCHEDULE OF INDEPENDENT ENGINEER’S FEE

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ANEX III

TABLE OF MINIMUM INDEPENDENT ENGINEER’S PERSONNEL

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Annex V of IE Invitation-Revision: Draft Independent Engineer Agreement Annex III

ANNEX III

TABLE OF MINIMUM IE’s PERSONNEL

Α/Α Full name Specialization Position Brief description of CV Sum of employment months

Μonth No. (to be extended up to 60th month)

1 2 3 4 5 6 7 8 9 10

11

12

13

14

15 … …

1 2 3 4 5 6 7 8

……

(date) ………….201

(signature)

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Invitation to IE Tender - Revision Page 49

ANNEX VI

TEMPLATE OF IE FINANCIAL BID

________________[Date]

To: Consortium TERNA SA – GMR Airports Limited

No 85, Messogion Ave.,

pc 11526, Athens,

Greece

Ladies/Gentlemen:

We, the undersigned, acting herein as the representative of the IE Bidder with the

trade name [………………………..] would like to bring to your attention that we would

like to and may provide the services of Independent Engineer for the Project:

“DESIGN - CONSTRUCTION - FINANCING - OPERATION - MAINTENANCE AND

EXPLOITATION OF THE NEW INTERNATIONAL AIRPORT OF HERAKLION

CRETE & DESIGN - CONSTRUCTION AND FINANCING OF THE ROAD

CONNECTIONS” in accordance with the IE Invitation dated [date], the Tender

Documents of the Project, the Draft IE Agreement and the rest of information which

were notified to us and have been taken into consideration in order to draw up our

offer.

Therefore, for the provision of Independent Engineer services for the aforementioned

Project, we are hereby offering the below final and binding financial offer in the form

of a lump sum:

(_________________________________________________________________)

[Amount in words and number in euro] which (a) does not include VAT; and (b)

includes the total of taxes, dues, fees and expenses necessary for the provision of

Independent Engineer services, according to the aforementioned information.

The above offer shall be valid and binding against the Consortium for twelve (12)

months as of the following day to the day of conducting the IE Tender, according to

clause 10 of the IE Invitation.

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Yours sincerely,

_____________________________ [authorized signature]

_____________________ [name and title of signatory]:

_______________________ [name of IE Bidder]

______________________ [address]

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ANNEX VII

DRAFT CONFIDENTIALITY STATEMENT AND CONFIDENTIALITY AGREEMENT

A) CONFIDENTIALITY STATEMENT

[IE Bidder’s or IE Bidder member’s corporate name]

[IE Bidder’s or IE Bidder member’s registered address]

CONSORTIUM TERNA SA – GMR Airports Limited,

No. 85, Messogion Ave, pc 115 26, Athens, Greece

Attention: Messrs. Al. Aligizakis or Emm. Moustakas

In [location] on [date], 2017

Confidentiality Statement

We, [name and position of the representative], empowered to act in the name and on behalf of [name of the [IE Bidder or IE Bidder’s member] by virtue of [evidence of power of attorney] dated [date], hereby declare that [IE Bidder or IE Bidder’s member] are aware of and adhere unconditionally and irrevocably to the terms of the Confidentiality Agreement between the Greek State and TERNA S.A. executed on 30th December 2015, as if they were a party thereto.

We hereby agree and acknowledge the following:

i) Any disclosed to us by the CONSORTIUM TERNA SA – GMR Airports Limited, document in English language, is considered as non-binding and in case of any discrepancy with the respective original Greek document, the latter shall prevail.

ii) We shall keep records with the names of each individual to whom disclosure of the whole or part of Confidential Information (as such term is defined in the Confidentiality Agreement) will be made.

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Yours sincerely,

_________________________________

On behalf of: [IE Bidder’s or IE Bidder member’s corporate name]

By: [name of representative of IE Bidder or IE Bidder’s member]

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B) CONFIDENTIALITY AGREEMENT

[No English translation provided]

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ANNEX VIII

AWARDING DOCUMENTS

In order to approve the result of the IE Tender and awarding the IE

Contractor, the Lowest IE Bidder or, in case of a consortium, each member

thereof, must submit to the Consortium according to clause 16.1 hereof, the

following certificates and other documents::

i. For the cases of articles 5.5.2 and 5.5.3 of this IE Invitation,

documents issued by a competent court or administrative authority of

the country of domicile of the Lowest IE Bidder, proving that these

conditions are met.

ii. Regarding the case of article 5.5.4 of this IE Invitation and for each

one of the Lowest IE Bidder's lawful representatives (or the members

thereof, in case the Lowest IE Bidder is a consortium), a criminal

record extract or in case of foreign persons, a similar document by a

court or administrative authority of their country of domicile, at the time

of submittal of the supporting documents. In case the criminal record

extract submitted according to the above is not clear, either a Solemn

Statement or sworn statement before notary public shall be also

submitted of the person for whom the respective extract was issued,

specifying the offenses for which the penalties referred to in this

extract have been imputed. The Lowest IE Bidder (or their members,

in case of consortium) shall also submit legalization documents for the

documentation of their lawful representatives (with general

representation capacity) at the time of submittal of the associated

supporting documents, in order to allow identification of the persons

subject to the requirements of producing respective criminal record

extracts. In case there is no alteration with respect to the lawful

representation of the Lowest IE Bidder or their members (in case of

consortium), a pertinent Solemn Statement by the lawful

representative shall be submitted.

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iii. For the cases of articles 5.5.6 and 5.5.7, a certificate issued by a

competent authority and the competent social insurance agencies of

the state of establishment of the Lowest IE Bidder. In case a foreign

company has been permanently established or conducts business in

Greece, then the required certificates must be submitted according to

the provisions of the Greek legislation.

iv. For the cases of article 16.3, document of joint venture establishment.

v. Certification of insurance issuance of the Lowest IE Bidder (in case of

a consortium, for the established joint venture), according to the

provisions of article 10 of the Draft IE Agreement.

The above documents and supporting information shall be valid on the date of

their submittal to the Consortium.

The submittal of Awarding Documents is subject to the provisions of articles

6.5 up to and including 6.8 of this IE Invitation.

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