REQUEST FOR PROPOSAL



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Private Stock Company

Ukraine International Airlines

TENDER DOCUMENTATION

(in form of REQUEST FOR PROPOSAL)

Heavy Maintenance of

BOEING 767-300: UR-GEA, UR-GEB,

UR-GEC

Ukraine, Kyiv

MAY 2016

Table of Contents:

1. Tender Announcement

2. Important Tender Documentation Requirements

3. Tender Procedure Instructions

4. Annex 1

5. Annex 2

TENDER ANOUNCEMENT

1. Customer:

1.1. Private Stock Company Ukraine International Airlines.

1.2. Legal address. 4, Lysenka street, Kyiv, 01030, Ukraine

1.3. Person responsible for Tender.

Procedure issues – Alyona Kolisnichenko, Tender Committee Secretary,

Kolisnichenko.Alyona@;

Technical issues – Vasilenko Sergey, Continuing Airworthiness Manager

vasilenko.sergey@

2. Information about subject of Tender:

2.1. BOEING 767-300 (UR-GEA, UR-GEB, UR-GEC) Checks

2.2. Place and term of services. Europe, USA, CHINA, One-time service

3. Receipt of Tender documentation. Via E-mail.

4. Conditions of tender proposal submission:

4.1. Place. Ukraine International Airlines, 201-203, Kharkivske Road, Kyiv, 02121, Ukraine

Attention: Alyona Kolisnichenko, Tender Committee Secretary

4.2. Means of receipt. Via Courier

4.3. Deadline. 08 July 2016, 13h 00 m (Kyiv time)

5. Opening of tender proposals:

5.1. Place. 201-203, Kharkivske Road, room 717, Kyiv, 02121, Ukraine

5.2. Date. 08 July 2016, 14h 30 m (Kyiv time)

Tender proposal

Important Tender Documentation Requirements

1. Ukraine International Airlines

Ukraine International Airlines (UIA) is Ukrainian leading airline established in 1992. Today, UIA is a 100% privately-owned company.  UIA’s primary business is to provide safe and reliable passenger and cargo transportation. The UIA’s fleet currently comprises 35 modern aircraft: medium-haul Boeing 737 (including one freighter 737-300SF), medium-haul Еmbraer-190 and long-haul Boeing 767. The main base airport for UIA is Kiev Boryspil International Airport (KBP).

2. Request for proposal

This Tender documentation includes maintenance of aircraft described in Annex 1 hereto with Workscopes attached.

Tender proposal validity time shall be not less than 60 days from the date of opening of Tender proposal.

Currency of this Tender documentation is US Dollars or Euro. Payments for services shall be made in US Dollars or Euro.

UIA is seeking qualified maintenance provider (Participant) for aircraft base maintenance for UIA’s Boeing fleet requirements, with following qualifying criteria:

- At least 10 years of Boeing 767-300 maintenance experience with appropriate capability level;

- Availability of essential facilities and equipment shall correspond to aircraft type and level of required maintenance;

- In-house component shops or in close vicinity with short delivery time (Process should be described, ATA 21, 24, 25, 26, 32, 35, 36, 38)

- Part 145 approval issued by State Aviation Authority of Ukraine (holding of EASA Part 145 approval considered as advantage)

i) Workscope

Workscopes for the aircraft in files attached to this RFP:

- MRO_UR-GEA_D-Check Workscope_Rev.0_(06.05.2016).xlsx

- MRO_UR-GEB_D-Check Workscope_Rev.0_(06.05.2016).xlsx

- MRO_UR-GEC_C-Check Workscope_Rev.0_(06.05.2016).xlsx

ii) Payment terms

Payment will be arranged as follows:

- At the Aircraft Delivery: an amount equal to fifty percent (50%) of the Fixed Price for Aircraft;

- Upon the Aircraft Redelivery: interim invoice an amount equal fifty percent (50%) of the Fixed Price for the Aircraft;

- Following Aircraft Redelivery a final invoice will be issued to UIA and paid within thirty (30) calendar days thereafter.

iii) Certification

Participant must have all the necessary certificates needed for maintenance.

3. 3. Selection process

The successful candidate will be selected deriving from the following process:

3.1. All documents provided by Participant meet requirements of tender documentation:

• the completeness of proposal

• meeting of requested payment terms

• meeting of requested service level and others

3.2. Criteria:

The lowest offered price shall detail Participant’s charges, turnaround times for the aircraft HMV and the various surcharges on the services. TAT should be in calendar days

Participant shall present HMV package pricing detailed to the level that gives the opportunity to demonstrate its competitive advantages.

The Fixed Prices should include following costs/works:

• Aircraft Work Package: preparation works, access open/close up, routine inspection, tests, replacements, servicing, components servicing;

• Defect Rectification raised from routine inspection up to 20 MH per single defect from quoted workscopes;

• All consumables and expendables required by routine task cards, included into workscopes;

• Materials for defect rectification resulted from task cards included in workscope up to 500 USD per item;

• Raw and Miscellaneous Small Parts (such as but not limited to nuts, bolts, rivets, washers, etc., having the unit value up to 2USD);

• Daily and Pre-flight check;

• Aircraft Exterior Washing, Interior and Technical cleaning;

• Ground handling fees;

• Hangar space during the agreed slot; aircraft towing for maintenance needs;

• Removal, storage and reinstalled of aircraft equipments;

• Incoming inspection and storage of Customer`s materials supplied for aircraft maintenance;

• All tools and equipment required for requested work package;

• Office for UIA’s technical representatives (include E-Net access);

Addition quote is required to be presented/defined as follows:

i. Man-hour rates:

- Mechanics/electricians:  _____ $;

- Mechanics in overtime: _____ $;        

- NDT: _____ $;

- Engineering: _____ $;

- Shop repairs: _____ $;

- Interior (cabin Unskilled): _____ $.

ii. Material charges:

- Handling charges for parts and materials (new and used) with your proposed caps;

- Handling charges for UIA supplied material, if any;

- Exchange fees and the proposed caps;

- Sub-contractor services and the proposed caps;

- Any other charges can be exercised.

iii. Warranty Condition:

- Participant should warrant that provided Services are rendered at accepted PART 145 standards and will be free from defects in workmanship and/or overhaul and/or repair.

- Participant should warrant that if any defect occurs within the warranty period: 2500FH/400FC/12 Months WOF after the Aircraft re-delivery date and the Services are found to be defective in workmanship or have not been rendered according to the agreed standards, specifications and/or procedures and if such defect is notified by UIA with full particulars within the warranty period defined above, then Participant shall immediately consider UIA warranty clause and, if necessary, both Parties will seek the involvement of independent technical expert ,and if the defect or on conformance acknowledged to the extent that happened due to Participant fault in workmanship, Participant shall reimburse UIA all direct losses and damages related to repair such defect or non-conformance

- The warranty period does not affect the other rights or remedies of UIA under the law or otherwise.

iv. Liability And Indemnity:

Each Party shall be liable for damage to or loss of property and for the injury to or death of any person caused by failure to perform and improper performance, gross negligence or the willful misconduct of its directors, officers, employees, agents or subcontractors in connection with or as a result of the Services rendered.

v. Insurance:

Details regard insurance terms and condition under maintenance period.

vi. Delay:

- The essential condition of the rendering services described in this RFP shall be ability to increase quantity of technical staff attracted to maintenance of the aircraft and/or allow Participant’s staff to work on day offs/holidays in order to meet deadline of the aircraft redelivery.

- In the event that the Participant fails to redeliver the Aircraft on agreed date for reasons within the control of the Participant (inexcusable delay), the UIA shall be entitled to charge the Participant a penalty of 3.000.00 USD per each day of delay starting with a first day after the planned Re-delivery date and ending on the day of the actual Re-delivery of the aircraft. In this case the abovementioned fine cannot be subject to any restrictions or limitations.

- In the event that the Participant postpones the agreed slot and provided that such new slot will be agreed and accepted by UIA, the UIA shall be entitled to charge the Participant a liquidated damage in amount of 20% from Fixed Price for agreed services.

- In the event when Participant cancelled the slot after it had been paid and agreed with UIA, then Participant should immediately return the prepayment to UIA in full and UIA shall be entitled to charge the Participant a liquidated damage in amount of [TBD]

- Other:

- The contract should include a provision whereby the service provider will receive additional money if they meet or exceed the service-level guarantees in the contract.  In the event that the Participant finishes the works earlier then agreed date the Participant will receive 20,000.00 USD per each day of expedition of the last aircraft but not more than 100,000.00 USD totally.

- The redelivery date of the first aircraft is the delivery date of the next aircraft (Nose-to-Tail start-finish).

- The Participant can use UIA’s help (logistics, engineering, etc.) and UIA leaves the right to charge the Participant additionally.

3.3. UIA leaves the right:

• to Extend timing of selection process

• to Stop the selection process anytime

• not to select a successful candidate.

All Participants will be informed about results in accordance to UIA’s internal tender procedures as further described herein. UIA does not bear any responsibility or obligations associated with costs or missed opportunities of any candidate somehow linked or seemed to be linked to his/her response to this request for proposal and his/her possible expectations from the selection process and/or results of projects.

4. Confidentiality

The procedure for the purchase of the aircraft maintenance (Boeing 767-300) - restricted tendering.

UIA does not accept and does not allow forwarding this request for proposal to any other party without prior written consent from UIA official contacts listed herein.

TENDER PROCEDURE INSTRUCTIONS

1. General

1.1. Private Stock Company Ukraine International Airlines (hereinafter – UIA) announces tender (hereinafter – the Tender) for the purchase of services in accordance with the procedures and conditions specified in the Tender documentation (hereinafter - the Tender documentation) and internal UIA tender procedure orders.

1.2 Participants are individuals (residents or nonresidents), which confirmed their intention to participate in the procurement procedure and filed a Tender proposal.

1.3. In accordance with the requirements of the Tender documentation Participants must meet the qualification requirements.

1.4. Each Participant shall submit its proposal in the form properly executed in accordance with the requirements hereof.

1.5. Participant shall be responsible for all costs associated with preparation and submission of its Tender proposal and such costs will not be reimbursed to the Participant(s).

2. Clarification of the Tender documentation

2.1. Participant has the right not later than seven calendar days before the deadline for submission of Tender proposal to contact UIA for the clarification of the Tender documentation. UIA within three business days (in Kiev, Ukraine) should answer to such the request of the Participant.

3. Amendments to Tender documentation

3.1. Not later than five working days before the deadline for submission of a Tender proposal UIA has right on its own initiative or on the results of searches of Participants who received Tender documentation to amend the Tender documentation and to notify about such changes in writing all persons who filed UIA with a Tender proposal.

3.2. Before the expiration of the deadline for submission of Tender documentation UIA is entitled to decide on its continuation in the event that one or more Participants who have received the Tender documentation may not submit a Tender proposal for the specified period in accordance to any objective reasons. Notice of extension of time, change of place and procedures for opening of tender offers (proposals) shall be immediately sent to each person who was submitted with a Tender documentation.

4. Tender proposal language

4.1. All documents relating to the Tender proposal shall be made in English or Ukrainian.

5. Contents of tender proposal

5.1. Proposal submitted by the Participant shall include complete information about products or services and price information made pursuant to the requirements of the Tender documentation, the list of documents required to verify compliance of Participant’s qualifications (including but not limited to the information set forth in Annex 2 hereto) and other requirements of the Tender documentation, documents certifying the credentials of the person signing the Tender proposal, as well as other documents that must be executed and submitted by the Participants in accordance with this Tender documentation.

6. Prices of Proposals

6.1. Participant shall determine the price of goods or services which it offers to put under the Agreement, indicating the taxes and fees paid or to be paid and all related expenses.

6.2. Price mentioned in Tender proposal shall be specified in accordance with the requirements of Tender documentation.

6.3. Prices must be clearly defined.

7. Documents proving compliance of Participant with the qualification requirements

7.1. Participant is responsible for obtaining any and all necessary permits, licenses, certificates, required for sale of goods or services, and other documents related to the Tender and shall be responsible for all costs of their receipt.

7.2. According to this Tender Participant shall submit such documentation as part of its Tender proposal proving compliance of Participant with qualification requirements.

7.3. UIA has the right to request from any Participant to repeat confirmation with the qualification requirements set forth in this Tender documentation.

7.4. In the event of (i) Participant's refusal to provide such confirmation or (ii) receipt of reliable information about his non-compliance with the qualification requirements set forth in the Tender documentation or (iii) it is discovered that Participant has made any false statement or material misrepresentation in any provision of the Tender proposal, UIA has right to reject Tender proposal of such Participant and determine the winner of Tender proposal among those Participants who remained.

8. Documents proving compliance of the goods or services

8.1. Proposal submitted by the Participant, shall include the technical, quality and other characteristics of the subject of Tender and certificates.

9. Tender proposal duration

9.1. Tender proposal remains valid after the submission deadline for the period specified in the Tender documentation. Tender proposal valid for a shorter period shall be rejected by UIA, as such, that does not meet the Tender documentation requirements.

9.2. Before the expiration of the Tender proposal UIA may require the Participant to continue the validity of the proposal for an additional period of time. Request to and response from the Participant shall be submitted by means of communication, followed by written confirmation.

10. Execution and signing

10.1. Tender proposal shall be submitted in writing in a sealed envelope to ensure confidentiality of the Participant prior to its official opening.

Tender proposal shall be submitted via courier.

10.2. Tender proposal shall be signed by the Participant or person (s) duly authorized to sign on behalf of the Participant. Such powers shall be specified in writing instruction that is part of the Tender proposal. All pages of Tender proposal must contain the signature of the authorized person(s). All pages of the Tender proposal where were made any specific records or edits should be indicated by the initials of the person or persons signing such proposal. Responsibility for the errors printed in the documents and submitted to the Tender Committee and signed accordingly is on the Participant.

10.3. Tender proposal must (i) be broshured, (ii) have pagination and (iii) register of the documents.

11. Sealing and marking of proposals

11.1. Tender proposal shall be submitted in one copy in the appropriately marked envelope and must indicate the name and address of UIA, the subject of Tender according to the announcement of the Tender and the Participant's name, address, contact telephone numbers.

11.2. If the envelope is not marked in accordance with the above requirements, UIA is not responsible for the premature opening of such Tender proposal.

12. Deadline for submission of Tender proposal

12.1. Proposals must be submitted via courier and not later than the time and date specified in the Tender documentation.

13. Proposals which were delayed

13.1. All proposals submitted to UIA after the deadline of the submission shall not be considered by UIA and will be returned to the Participant.

14. Change and cancellation of Tender proposal

14.1. Participants may change or cancel their proposal by notification to UIA in writing before the deadline for submission of Tender proposal.

15. Alternative Tender proposal

15.1. Submission of alternative Tender proposal is not allowed.

16. Disclosure of Tender proposal by UIA

16.1. UIA opens Tender proposal in a time and place specified in this Tender documentation. Participants are allowed their representatives to be present during procedure of opening of Tender proposals. Such representatives shall have official document from Participant (power of attorney etc) confirming its authority.

17. Tender proposal explanation

17.1. UIA may request the Participant to explain or comment on its Tender proposal in order to facilitate its review, evaluation and comparison with other offers.

It is not accepted, not discussed and not allowed to make any changes to the Tender proposal on merits, including changes to prices, delivered during the opening of Tender proposal and the changes are aimed at adjusting the Tender proposal, which does not meet the requirements of the Tender documentation, in order to bring it in compliance with such requirements.

18. Tender proposal consideration

18.1. UIA will consider the Tender proposal to determine that the Participant meets the qualification requirements, and that each Tender proposal meets the conditions of Tender documentation.

18.2. If the proposal does not meet any condition of Tender documentation, it shall be rejected by UIA and can not be brought into conformity by adjusting or changing or canceling inappropriate deviations or reservations.

18.3. Tender proposal defined as those that meet the conditions of Tender documentation will be reviewed by UIA in terms of arithmetic errors. Errors will be corrected by UIA as follows:

a) When the difference between the amounts indicated in letters and figures, the amount of letters is crucial;

b) When the difference between unit price and total price of services obtained by multiplying the price per unit of quantity, the unit price is decisive and final price is being corrected. If, in the opinion of UIA, in the unit price is a clear shift decimal distributor, in this case meant the final price is crucial, and the unit price corrected.

18.4. UIA has the right to correct arithmetic errors when receiving the written consent of the Participant to such correction.

18.5. If a Participant does not agree with the correction of errors, his Tender proposal shall be rejected.

19. Evaluation and comparison of Tender documentation

19.1. After the opening of Tender proposal, checking them for the accuracy of and compliance with the qualification requirements and conditions of Tender documentation, than evaluation begins and UIA determine the winner. UIA evaluates and compares those proposals which were not rejected.

19.2. For proposals evaluation UIA will be using the criteria specified in the Tender documentation.

20. Privacy

20.1. To ensure confidentiality of information regarding the consideration and/or evaluation of Tender documentation, such information will not be distributed to and between the Participants.

21. The right of UIA to reject all proposals

21.1. UIA reserves the right to reject all Tender offers (proposal) at any time prior to acceptance of the Tender proposal.

21.2. UIA shall have no liability to the Participant in the case of Clause 22.1.

21.3. In case of rejection of all Tender offers (proposals) UIA cancels Tender and will send respective notice to the Participants.

22. Acceptance of a Tender proposal

22.1. UIA accepts the Tender proposal of the Participant who meets qualification requirements specified in the Tender documentation and whose proposal is the best from the evaluated Tender offers (proposal) and meets the requirements of the Tender documentation.

22.2. If the Participant, whose Tender proposal accepted, refuses to sign the Agreement, UIA shall select the best Tender proposal among those whose validity has not expired and are sufficient to determine the winner.

22.3. Final acceptance of Tender offer shall be made by UIA Supervisory Board.

23. Execution of Contract

23.1. The contract will be signed with the Participant, whose Tender proposal was accepted.

24. Audit

24.1. If necessary, UIA may audit the Participants on the stage of evaluation for compliance with the requirements of Tender documentation (including quality and safety audit).

24.2. Ukrainian CAA may audit Participants according to Ukrainian legislation.

Annex 1

|Manufactured: |Boeing |Model: |B 767-300 |

|A/C Reg.: |UR-GEA |S/N: |25280 |

|Line №: |391 |Manufact. Date: |23/09/91 |

|A/C Effective: |VN495 |IPC №: |005 |

|MP 767 UIA Rev 01 Issue 02 |

|Engine Type: |PW4060-3 |PW4060-1C |

|Eng.№1 S/N: |P724334 |Eng.№2 S/N: |P724453 |

| | |

|Manufactured: |Boeing |Model: |B 767-300 |

|A/C Reg.: |UR-GEB |S/N: |25530 |

|Line №: |414 |Manufact. Date: |11/02/92 |

|A/C Effective: |VN372 |IPC №: |001 |

|MP 767 UIA Rev 01 Issue 02 |

|Engine Type: |PW4060-1C |

|Eng.№1 S/N: |P724384 |Eng.№2 S/N: |P724439 |

| | |

|Manufactured: |Boeing |Model: |B 767-300 |

|A/C Reg.: |UR-GEC |S/N: |25533 |

|Line №: |454 |Manufact. Date: |03/12/92 |

|A/C Effective: |VN383 |IPC №: |003 |

|MP 767 UIA Rev 01 Issue 02 |

|Engine Type: |PW4060-3 |PW4060-1C |

|Eng.№1 S/N: |P727387 |Eng.№2 S/N: |P724675 |

| | |

Annex 2

Tender offer (proposal) should contain, but not limited to, the following information:

1 COMPANY INFORMATION

|1.1 |Company trading name: |

|1.2 |Contact name: |

|1.3 |Head office address: |

|1.4 |Postcode: |

|1.5 |Telephone number: |

|1.6 |Fax number: |

|1.7 |Email address: |

|1.8 |How long has your company been established? |

|1.9 |Registration number: |

|1.10 |Date of registration: |

|1.11 |Address of registered office (if different from above): |

| | |

1.13 What is the ownership structure of the business?

Sole Trader Public Ltd Company

Partnership Public Sector

Limited Company Subsidiary

| |If you are a Subsidiary, please provide: |

|1.14 |Holding Company Name: |

|1.15 |Names of other Divisions / Subsidiary companies within the same group: |

2 CERTIFICATION AND QUALITY PROCESSES

|2.1 |Please describe any relevant certifications and approvals held by your company. |

|2.2 |Please describe your quality assurance systems in your company’s processes. Include in your response details of any relevant |

| |quality programmes (e.g. ISO 9000, date achieved, etc.). |

3. EXPERIENCE

|3.1 |What experience does your organisation have in managing contracts such as this? |

4 REFERENCES

Please provide at least two references and contact details (below) from organisations you have done work of a similar scale for.

|Referee Name: |

|Company Name: |

|Address: |

|Postcode: |

|Telephone: |

|Referee Name: |

|Company Name: |

|Address: |

|Postcode: |

|Telephone: |

APPENDIX B – cOMMERCIAL OFFER

We [name of the Supplier] provide our commercial offer to participate in the tender for aircraft maintenance of Boeing 767-300 according to the requirements of tender documentation.

Having studied request for proposal and tender documentation we are authorized to enter the agreement, have possibilities and agree to fulfill requirements on the conditions stipulated in RFP and tender documentation at the price provided below:

1. Your tender documentation and our commercial offer (subject to conformity with all requirements) are valid as a preliminary contract until our tender offer is accepted. In case our commercial offer is accepted, we will undertake to fulfill all conditions of the tender documentation and the Contract.

2. We agree to fulfill conditions of commercial offer over a period of 180 calendar days starting from the date of opening. Our offer is binding and can be accepted by you at any time during the term of validity.

3. We agree that you can reject our commercial offer or all commercial offers according to the tender documentation. We understand that you can accept any other offer which includes more beneficial conditions. We realize that you are not obliged to accept the offer based on the lowest price or other conditions only.

4. Hereby we confirm fulfillment of requirements of RFP, attachments to RFP tender documentation and the Contract.

5. In case our offer is accepted we will undertake to sign the Contract with the UIA within 14 days from the date of acceptance according to requirements of the tender documentation and accepted offer.

Position, full name and signature of the person authorized by the Supplier.

Certification by stamp is required.

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