BELGIAN MINISTRY OF DEFENCE

Date Annexes : 6

General Direction Material Resources Division Procurement Aeronautical Systems Section

REQUEST FOR PROPOSAL MRMP-A/A-1AA.V01
a. Scope of the sale b. The present Request for proposal (RFP) is related to the public sale of four (4) Agusta A-109BA helicopters (transport version) c. The sale has been split-up in four (4) equivalent packages, identified as Lot A, unto Lot D. Each package consists of one (1) helicopter, which can be awarded individually. The composition of the four (4) packages is identified in Annex A. d. The technical and logistical configuration of the material has been identified in detail in the Annex B, Annex C attachments 1 to 4 and the Annex D attachments 1 and 2. e. Applicable procedure – Leading authority f. The bidders may only introduce a bid for those packages they are interested in.

g. The material will be sold “Ex Works” in its current condition (“as is, where is”), without any warranty or guarantee being offered. h. It has to be noted that: (1) The moment the helicopters will be transferred they will not be in an airworthiness condition. The helicopters will need preventive maintenance and a number of subassemblies require an overhaul. Part of the subassemblies requiring an overhaul have been dismounted and will be delivered with their respective helicopter. (2) The helicopters only have a military registration and have never been certified for civilian air traffic. i. The sale is tied down to the delivery of supplementary documents like the import license and export license (if necessary), the “Third Party Transfer” and the signature of a completed “End User Certificate” (see Annex E of the present RFQ).

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j.

The department responsible for the present sale and to whom all correspondence should be sent is called the Leading Authority: BELGIAN MINISTRY OF DEFENSE GENERAL DIRECTION MATERIAL RESOURCES PROCUREMENT DIVISION AERONAUTICAL SYSTEMS SECTION SUBSECTION ACQUISITION (MRMP-A/A) Kwartier Koningin ELISABETH Building 4 D 1.28 Eversestraat, 1 B-1140 – BRUSSELS BELGIUM Tel: +32-2-7013539 Fax: +32-2-7014914 E-mail: johan.leniere@mil.be

k. Responsible for this sale: LENIERE, Johan Major of the Air Force, MMBA Tel: +32-2-7013539 Fax: +32-2-7014914 E-mail: johan.leniere@mil.be l. A visit will be organised in order to visually inspect the material at the storage locations. This visit is planned: 1) at ZUTENDAAL (see § 4.a) November 23rd 2011 at 10:00 hrs (Local Time) 2) at BEAUVECHAIN (see § 4.b). November 23rd 2011 at 13:30 hrs (Local Time) Candidates interested to participate in the visit are requested to confirm their presence to the Leading Authority (See 2.e) at least three (3) working days before the day of the visit. The practicalities of the visit will be communicated upon receipt of the confirmation. m. Validity of the contract n. The validity of each individual sales contract is subject to the delivery of an export license (if necessary) by the Belgian FPS Economy, SMEs, selfemployed and Energy and the delivery of a “Third Party Transfer” by the Italian Ministero degli Affari Esteri – Unità per le Autorizzazioni dei Materiali d’Armamento (UAMA). o. In order to allow the seller to launch the requests for the export license and the “Third Party Transfer”, the bidder shall transmit to the seller together with the bid (see § 5.i) two copies of the End User Certificate (EUC) according to the template in annex E.

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p. Storage locations of the material q. For the helicopters with registration H02 and H07 DisC Mat Leutsestraat 34 B-3690 ZUTENDAAL r. For the helicopters with registration H01 and H05 Quartier Base Lieutenant-colonel Aviateur Ch. Roman Rue de la Grande Lecke B-1320 BEAUVECHAIN s. Introduction of the bids t. It is mandatory to use the template of Annex F of this RFP for submitting the bids.

u. The bids shall have to be in possession of the Leading Authority no later than the 11th of January 2012, 10 a.m. local Belgian time. The bids shall remain valid at least one hundred and eighty (180) days after this date. v. Address for submitting the bids: according to § 2.e above. w. In order to be valid, bids shall either: • • be sent by postal services, by means of a registered letter mentioning “1AA.V01” on the envelope; be delivered by express courier;

x. Bids sent by fax, telex, telephone or e-mail shall not be accepted. y. Bids may be introduced either in DUTCH, FRENCH or ENGLISH (with exclusion of any other language). z. Bidding prices (without VAT) are only allowed in EURO. The offered prices will be firm and fixed, no price revision is allowed. aa. In their bid, the bidders will make a statement in order to accept the terms and conditions of this RFP. bb. The bidders have to join at their bid two (2) copies of the End User Certificate (EUC) completely filled out according to the template in Annex E. cc. Awarding criteria dd. Each bidder is invited to bid on one or more of the packages (OPTION 1) and/or a bidder can bid on all of the packages through the option “Lot All” (OPTION 2) in the template of Annex F of this RFP. ee. If a bidder submitted a bid on all of the packages through OPTION 2, he can only be awarded “Lot All” if his submitted bid is higher than the sum

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of the other submitted bids on the individual packages through OPTION 1 and other bids through OPTION 2. ff. The packages A to D will be awarded in order to obtain the highest possible revenue for the seller, taking into account the above mentioned awarding criteria. gg. Notification of the contract(s) hh. The winning bidder of each package shall be informed and shall receive a contract proposal in three (3) copies. He will return the three signed copies of the contract. Nevertheless he will take into account that the Minister of Defence or the competent authority of the Ministry of Defence is entitled to reject, completely or partially, the awarding of the contract. ii. The NON-AWARDING (entirely or partially) of the contract, DOESN’T ENTITLE THE BIDDER TO CLAIM ANY FINANCIAL COMPENSATION jj. An information letter (or a letter of NON-AWARDING) will be send to the non-winning bidders. kk. Signing and mailing of the contract(s) (and the invoice(s)) ll. Three (3) copies of the contract have first to be signed by the bidder. They will be presented to the Minister of Defence or the competent authority of the Ministry of Defence in order to be countersigned. mm. A copy of the contract, countersigned by this authority, together with the invoice will be transmitted to the buyer. nn. The delivery of a “Third Party Transfer” by the Italian Ministero degli Affari Esteri – UAMA is a suspending condition towards the awarding of the contract. In case no “Third Party Transfer” is granted to the bidder with the highest bid, the awarding of the contract to the bidder with the highest bid shall be cancelled by the seller. In such case the seller will award the contract to the bidder with the second highest bid, under the same suspending condition of the delivery of a “Third Party Transfer” by the Italian Ministero degli Affari Esteri – UAMA. In case no “Third Party Transfer” is granted, the buyer shall not be entitled to claim any financial compensation. oo. It has to be noted that if an export license is necessary, the contract can only be countersigned by this authority when a valid export license has been granted by the Belgian FPS Economy, SMEs, self-employed and Energy. In case no valid export license can be obtained for the bidder with the highest bid, the awarding of the contract to the bidder with the highest bid shall be cancelled by the seller. In such case the seller will award the contract to the bidder with the second highest bid, under the same suspending condition of the delivery of an export license. In case no export license is obtained, the buyer shall not be entitled to claim any financial compensation.

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pp. Payment qq. Payment can only be made in EURO. Detailed payment instructions are mentioned on the invoice. rr. A performance bond with a value of 20% of the sales value shall be transferred together with the payment. This performance bond will be reimbursed in its totality by the Administration after a correct, complete and timely pick-up of the material bought. ss. The total amount due has to be paid in one (1) single payment within thirty (30) calendar days after the date the invoice was issued. tt. In case the buyer goes beyond the contractual payment deadline, the measures stipulated in § 11 will automatically be administered. uu. Pick-up of the material vv. Collection place: storage location (see § 4) ww. Within ten (10) days after receipt of payment of the invoice, the buyer shall receive a collection certificate for the corresponding material. The collection certificate has to be presented to the Local Military Authority. xx. The collection has to be completed within forty-five (45) calendar days after the date of issue of the collection certificate. In case the buyer goes beyond this contractual deadline, the measures stipulated in § 11 will automatically be administered. yy. The buyer shall be responsible to have all appropriate means available for the pick-up of the material. zz. All practical arrangements (date of pick-up, access to the pick-up premises, …) will be agreed upon between the buyer and the Local Military Authority. aaa. The buyer is responsible for the handling, the loading and the transport of the material. bbb. The buyer is responsible for all damage caused to the agents or properties of the seller as well as to third parties during the pick-up and/or the dismantling of the material. ccc. The buyer will keep the infrastructure in the same state than before the pick-up and/or dismantling of the helicopter. ddd. The buyer is also responsible for his own personnel or for the personnel he hired to perform the pick-up of the material. eee. The Local Military Authority shall clearly and unambiguously identify all the damages in an official report. This official report will be countersigned by both parties. Without a written vindication of the buyer within seven (7) calendar days, the seller will consider the contents of the official report as accepted. fff. The buyer has to repair all the caused damages or let them repair.

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ggg. The buyer shall inform the Leading Authority in writing when the pick-up has been completed. Within fifty (50) days after reception of the communication of the completed pick-up, on condition the pick-up is indeed finished, the performance bond, eventually reduced by the deductions through the applied measures of §11, will be reimbursed to the buyer. hhh. Automatically administered measures

iii. Failure to meet the payment deadline (1) If no payment is received at the mentioned payment date (see § 9.c), the Leading Authority will send a payment reminder by registered mail to the buyer. (2) If no payment has occurred within the fifteenth (15th) calendar day following the sending date of the reminder, the sales contract shall be declared invalid by the seller. The concerned material shall remain at the disposal of the Leading Authority. (3) The buyer is indebted to the Leading Authority an amount of 25% of the amount due of the contract in order to cover the incurred administrative cost. (4) This decision will be notified to the buyer by means of a letter by registered mail which will be considered as a formal notice. (5) In addition the buyer can be excluded from future sales organized by the Leading Authority for a period of at least one (1) year. (6) Failure to meet the pick-up deadline (complete or partially) (7) No pick-up has occurred (a) If the material has not been collected within the foreseen period (see § 10.c), the Leading Authority will send a reminder to the buyer by means of a registered mail. (b) Once the foreseen pick-up deadline has been passed (see §10.c.), per calendar day of delay a deduction of 5% will be applied to the performance bond. (c) If no pick-up has occurred latest on the twentieth (20th) calendar day following the sending date of the reminder, the sales contract shall be declared invalid by the buyer. The concerned material shall remain at the disposal of the Leading Authority. (d) The Leading Authority shall reimburse to the buyer the paid amount (with the exception of the performance bond) reduced by 50 % (limited to 10.000 € per individual package) in order to cover the incurred administrative cost and further loss of value of the material. (e) Furthermore all the costs made by Belgian Defence related to the evacuation of the material will be charged to the buyer.

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(f) This decision to declare the sales contract invalid will be notified to the buyer by means of a letter by registered mail which will be considered as a formal notice. (g) In addition the buyer can be excluded from future sales organized by the Leading Authority for a period of at least one (1) year. (8) Incomplete pick-up (a) If the material has not been completely picked-up within the foreseen period (see § 10.c), the Leading Authority will send a reminder to the buyer by means of a registered mail. (b) Once the foreseen pick-up deadline has been passed (see §10.c.), per calendar day of delay a deduction of 5% will be applied towards the performance bond. (c) If the pick-up has not been completed latest on the twentieth (20th) calendar day after the sending date of the reminder, the sales contract shall be declared finished by the seller. The concerned material that wasn’t picked up shall remain at the disposal of the Leading Authority. (d) In that case no reimbursement will be made by the Leading Authority to the buyer. (e) Furthermore all the costs made by Belgian Defence related to the evacuation of the left material will be charged to the buyer. (f) This decision will be notified to the buyer by means of a letter by registered mail which will be considered as a formal notice. (g) In addition the buyer can be excluded from future sales organized by the Leading Authority for a period of at least one (1) year. jjj. Warranty kkk. The material is sold “as is, where is” without any warranty being offered. lll. By his competences and the possibility offered to visually inspect the material (see § 2.g), the buyer is supposed to know the condition of the material. mmm. By introducing a bid, the bidder confirms to know exactly the status of the helicopter that’s being sold. The bidder declares to liberate the Belgian Defence, its personnel and/or its contractors from all responsibility in case of loss, damages, death or injuries, directly or indirectly caused by a failure or a defect to the helicopters during their pick-up and use. nnn. The transfer of property will take place at the date the payment is received. After this transfer of property the Belgian Defence will not execute any maintenance activities on the helicopters, unless agreed upon differently.

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ooo.

Disputes

Only the Courts of BRUSSELS are competent in case of dispute.

R. DEBAENE, ir Major-General Chief Division Procurement

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List of annexes The Annexes A, B, C, D, E and F are all edited in English. Annex A: Composition of the packages Annex B: General information and data on the A-109 helicopter Annex C – App 1: Technical description and configuration of A-109 nr H01 Annex C – App 2: Technical description and configuration of A-109 nr H02 Annex C – App 3: Technical description and configuration of A-109 nr H05 Annex C – App 4: Technical description and configuration of A-109 nr H07 Annex D – App 1: Remaining potential per A-109 Annex D – App 2: General data and type of inspections due per A-109 Annex E: End User Certificate Annex F: Template for submitting a bid

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