a. Any bidder who meets the following qualifying requirements may participate in the Tender:
(1) It is a corporation lawfully registered in the country in accordance with whose laws it was registered, or in the country in which it carries on its business, and complies with the following conditions:
((a)) it has having experience in providing jet fuel fuelling services to aircraft in airports of at least 36 consecutive months on the date prescribed in the Tender as the date for submitting bids in this Tender; and
((b)) the volume of jet fuel fuelling services in airports that it carried out during the 36 months preceding the date for submitting bids in this Tender aggregated in quantity at least 300 million U.S. gallons.
(2) The bid in the Tender may be submitted by a number of bidders on condition that the corporation/s that meets (each of them individually) the requirements contained in paragraph 1 above will have at least 50% of the share capital of the new company to be established (as stated in sub-paragraph (d) hereof), and it or such corporations will be able to allot up to 48% of such portion [of the corporation/s (each individually) meeting the requirements of paragraph (1) above] to a fuel company holding the licences and permits required for the marketing of fuel, subject to the prohibition applying to the shareholders of: Aviation Services Ltd., and Aviation Properties Ltd., from participating in this Tender, directly or indirectly.
b. Restrictions on participating in the Tender:
(1) The companies: Aviation Properties Ltd., and Mercury Aviation (Israel) Ltd., are not permitted to participate in the Tender.
(2) The shareholders of Mercury Aviation (Israel) Ltd., may not participate in the Tender, directly or indirectly (through companies who are shareholders thereof in any form whatsoever) unless they attach to their bid an undertaking to sell their shares in such companies within a period not exceeding 45 days of receiving notice of their bid having won this Tender, and will deposit with the Airports Authority, immediately upon receiving such notice of their bid having won the Tender (even if they were among the individuals comprising the bidders in a joint bid) a bank guarantee in the form required in the Tender, in the sum of $250,000, such guarantee to be linked and unconditional, to perform such undertaking and their attaching to their bid (if they were among the individuals comprising the bidder) an undertaking of the joint bidders for the bid that they (the joint bidders) are aware that if they (the shareholders of Mercury Aviation (Israel) Ltd.,) will not fulfill their undertaking regarding the sale of their shares within 45 days of the date of the notice of their having won the Tender, it (that is: the joint bid) will be disqualified and they (the partners) will have no claim or demand against the Authority in this regard.
(3) Bids of corporations meeting the requirements of sub-paragraph (a)(1) (whether submitted independently or as a joint bid according to sub-paragraph (a)(2) above) that includes an aviation company amongst its shareholders will be disqualified unless the bid is accompanied by proof and/or an undertaking that in the corporation submitting the bid, (if the bid is freestanding) or in the new corporation that will be set up (in the case of a joint bid) no aviation company will hold shares and/or voting power and/or the right to appoint directors at rates that will make it an interested party in the bidding corporation and/or in the new corporation (as appropriate); “interested party” bears the definition contained in the Securities Law, 5728-1968.
c. Further conditions for participating:
(1) A joint bidder/bidders must prove that the bidding corporations, the members of the corporations, directors and authorized signatories thereof are persons who have not been convicted by final judgment of offences against State security and, as such, have not been convicted of offences, constituting a felony or involving ignominy and/or offences regarding property and morality and/or offences against the Customs Ordinance and the Regulations and Orders promulgated thereunder, and have not been so convicted of offences according to the Commodities and/or Services (Control) Law, 5718-1957 and/or against the Commodities and Services (Control) Law, 5756-1996 and/or Regulations and/or Orders that have been promulgated thereunder and which relate to tender-related activity or if they have been convicted, that the period of prescription prescribed according to the Crime Register and Rehabilitation of Offenders Law, 5741-1981 has expired. If any still-appealable judgment is pending against them or any of them or a criminal information relating to any of the offences enumerated in this paragraph is pending, and/or any police investigation is being conducted, against them in respect of any of the offences enumerated above, the bidder/s must specify this by affidavit.
(2) If the bidder or any of the bidders who have submitted a joint bid is a foreign company – it must prove that it and its shareholders and directors are persons who have not been convicted of offences against the security of the State of Israel and the security of the country in which it is registered and has not been convicted of any offences constituting a felony or involving ignominy, and offences relating to property and morality according to the laws of the country in which it is registered or operates, or offences against the customs laws, or, if they have been convicted, that the period of prescription according to the laws of such country has prescribed, and that no criminal informations are pending against it or them in regard to any of the offences enumerated in this paragraph and that neither it nor they are aware of any police investigation being conducted against it or them in respect of such offences.
d. Joint bidders whose bid has won the Tender must set up and duly register a corporation in Israel on the conditions enumerated in sub-paragraph (a)(2) above, within 30 days of the date of the notice of winning the Tender. The statutory documents of the new corporation will incorporate a decision and/or as an object to adopt the contract that will be signed with it or them and after the due establishment of the corporation, the authorized signatories of the new corporation will add their signatures to the contract in addition to that of the new corporation. This sub-paragraph similarly applies to a foreign company that has won the Tender and has not yet duly registered in Israel, prior to submitting the bid in the Tender.
e. Term of the Contract
(1) The term of the contract to be signed with the winner of the Tender will commence on the date of the signature thereof and expire five years after the date on which provision of the services will commence, namely: commence on 1 January, 2006.
(2) The Authority may, at its sole, full and final discretion, extend the term of the engagement in respect of the concession to provide the services for a further period of 5 (five) years.
f. Additional material conditions involved in this Tender are detailed in the Tender documents.
g. To receive the Tender documents the bidder must:
(1) Submit personally to the Commerce and Property Department of the Authority a written application signed and stamped by the bidding corporation(s) as well as the address for correspondence, telephone and fax numbers and name of the contact person representing the bidder.
(2) Pay the Authority for receiving the Tender documents an amount in new shekels equal to $5,000 (five thousand U.S. dollars) including VAT, at the representative rate of exchange of the dollar on the date of actual payment. This amount is not refundable.
(3) The Tender documents in the Hebrew language may be received at the Commerce, Property and Business Development Division of the Airports Authority from Sunday, 17th July, 2005, onwards, at the Head Office of the Ben Gurion International Airport, second floor between 9:00-12:00 and 14:00-15:00.
In order to receive the documents in their English translation please contact 03-9710558.
h. The Authority will conduct a tour for bidders purchasing the documents only, on the date mentioned in the Tender documents. It is recommended that professional advisors also be present during the tour. The meeting point will be next to the Information Desk of the Head Office Building at the Airports Authority, at the Ben Gurion International Airport.
i. According to the requirements of the Tender documents, bids must be placed in the Tender Box situated in the Archive Section of the Head Office of the Airports Authority at the Ben Gurion Airport, on the first floor, by Thursday, 29 September, 2005 at 10:00 a.m.
j. The Authority is not bound to accept the highest bid or any bid whatsoever.