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Request for Proposals for The Repurposing of Former Terminals at Larnaka and/or Pafos International Airports Republic of Cyprus

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Page 1: Request for Proposals for The Repurposing of Former ... Repurposing of Former Terminals... · Request for Proposals for The Repurposing of Former Terminals at Larnaka and/or Pafos

Request for Proposals for

The Repurposing of Former Terminals at

Larnaka and/or Pafos International

Airports

Republic of Cyprus

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Repurposing of Former Terminals

Request for Proposals

Ref. GEN-30/15 2

Table of Contents

1 INTRODUCTION 4

1.1 Important Note 4

1.2 General Information 4

2 PROJECT OVERVIEW 6

2.1 Summary 6

3 REQUEST FOR PROPOSALS 7

3.1 Process and Requirements: 7

3.2 Former Terminals Repurposing Objectives 7

3.3 The Requestor’s Position 7

4 PROPOSAL OUTLINE 8

4.1 Overview 8

4.2 Site and location characteristics 8

5 RFP PROCESS 10

5.1 Request for Proposal 10

5.2 Format of Proposals 10

5.3 Evaluation Criteria 11

5.4 Questions and Answers 14

5.5 SUBMISSION OF PROPOSALS 14

5.6 EVALUATION AND AWARD PROCESS 15

5.7 Timeframes 15

6 GENERAL TERMS AND CONDITIONS 16

6.1 Questions and Answers 16

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Ref. GEN-30/15 3

6.2 Costs Borne by Proponents 16

6.3 Ownership of Proposal Documents 16

6.4 Collusive Tendering 17

6.5 Conflict of Interest 17

6.6 Return or Destruction of Information 17

6.7 Disclaimer 17

6.8 Right to Amend / Terminate Process 17

6.9 No Obligation 17

6.10 Confidentiality 17

6.11 Addenda 18

7 APPENDICES 19

7.1 Appendix 1 – Larnaka Land Availability 19

7.2 Appendix 2 –Pafos Property Availability 22

7.3 Appendix 3 - Brief Note on the use of the Area of the Old Airport Larnaka 26

7.4 Appendix 4 – Disclosure Statement 35

7.5 Appendix 5 – Form For Acknowledgement 37

7.6 Appendix 6 – Returnable Schedule 39

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Repurposing of Former Terminals

Request for Proposals

Ref. GEN-30/15 4

1 Introduction

1.1 Important Note

The Republic of Cyprus and Hermes Airports Ltd (collectively referred to as the “Requestor”) jointly

proceed with the Request For Proposal (RFP) for the repurposing of the former Terminals at Larnaka

and/or Pafos International Airports.

The information in this document is for the guidance of Proponents interested to submit a proposal

to this RFP.

This document may not contain all the information that Proponents or their advisors require.

Proponents must form their own views as to what information is relevant to their decisions and

make their own independent investigations in relation to any such information.

This document outlines the Requestor’s expectations and the terms and conditions of the RFP

process. The Requestor reserves the right at its sole discretion to expand the dates of Submission

and expand the time limits subject to section 5.6.

Proponents and their advisors must not, under any circumstances, make any enquiries of, or hold

any discussions with, any Requestor’s employee or other representatives of the Requestor or the

media in connection with the proposed Project, except as provided for in this RFP or with the prior

written consent of the Requestor’s Project Manager, his details seen below. Such requests should

only be addressed to him:

Elias Liolios

Senior Manager Commercial & Business Development

Hermes Airports Ltd

P.O. Box 43027

6650 Larnaka International Airport, Cyprus

Phone: +357 24 742144

Fax: +357 24643633

Email: [email protected]

1.2 General Information

The Government of the Republic of Cyprus through the Ministry of Transport, Communications and

Works (the “Grantor”) has entered into an agreement (the “Concession Agreement”) with Hermes

Airports Limited in its capacity as Project Co. (as defined in the Concession Agreement) for the

development, construction, expansion and operation of Larnaka International Airport and Pafos

International Airports for the Concession Period, which started on 11 May 2006 and expires on 11

May 2031.

The Requestor is seeking Proposals from interested parties for the repurposing and future

development of currently disused former terminals (building and land) at the Larnaka and/or Pafos

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International Airports. Proposals should capitalize on the strategic location of the Sites through the

development of a quality project which is compatible with the airport activities.

The Requestor will shortlist a minimum of three (3) Proponents to be invited to submit more

detailed information or documentation without any obligation to endorse and/or accept any

proposal. In the event that less than three (3) completed proposals are received, the Requestor will

continue assessing all of them.

It is clarified that Proponents shall not be required to submit on their own additional information or

material subsequent to the date of submission and such material if submitted shall be disregarded

unless requested by the Requestor at its sole discretion at the evaluation stage after closing date.

It is essential that Proponents ensure that all the required details are provided fully and completely.

The Requestor will not provide any funding of its own to the Project. An attractive Proposal will,

inter alia, minimize risks whilst maximizing financial benefit to the Requestor. All proposals should

incorporate the right to use the land for project(s) up to 99 years from the commencement date or

more than 99 years if that is required and justified by the successful Proponent. All proposals should

fully comply with the development aspirations as expressed by the Requestor in section 2.1 and

elsewhere within this document.

Hermes will enter into a land license agreement(s) with the successful proponent for a term up to

11 May 2031; its Concession Period. The Government of the Republic of Cyprus will enter into a

separate land license agreement(s) for any proposed term from 12 May 2031 onwards, up to 99

years (or more as the case may be) from the commencement date of the successful proposal.

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Ref. GEN-30/15 6

2 Project Overview

2.1 Summary

The project is the repurposing and future development of currently disused former terminals

(building and land) at the Larnaka and/or Pafos International Airports.

Proposals should capitalize on the strategic location of the Sites through the development of a

quality project which is compatible with the airport activities.

Proposals should incorporate principles of sustainable development, maximise the dwelling yield of

the airport land, and capitalise on the major site features. It would be beneficial for proposed

developments or land use to be compatible with the existing airports’ facilities and not to

compromise in any way their core operational functions.

Proposals must take into consideration the Local Town Plan of the respective town.

Appendices 1 & 2 include more details on the Lands/Buildings available.

Relevant site plans are also included in Appendices 1 & 2.

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Ref. GEN-30/15 7

3 Request for Proposals

3.1 Process and Requirements:

The following sections provide an overview of the RFP Process, specify the general terms and

conditions for participation by Proponents in the RFP Process, and outline the Requestor’ specific

requirements for the preparation and submission of Proposals.

3.2 Former Terminals Repurposing Objectives

The Repurposing Objectives are to:

� Maximize the financial return of the Sites

� Have repurposing projects under development by the 2nd half of 2016

� Minimize the Requestor’ exposure to any risk in achieving these objectives

� Enhance the Requestor’ standing in the community through the delivery of the quality outcomes

referred to in section 2.1.

3.3 The Requestor’s Position

This RFP is not an offer to undertake or to treat any repurposing and future development (or any

offer of any other kind), and does not indicate an intention by the Requestor to enter into any form

of legal relations with any Proponents receiving it.

The Requestor wishes to optimize private sector involvement in the design, construction, and

development of the land and property available at airport grounds. The Requestor will require the

proposed repurposing and future development to be fully at the successful Proponent’s cost and

risk.

The successful Proponent is to be responsible for the development of the entire infrastructure

necessary for the Project.

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Ref. GEN-30/15 8

4 Proposal Outline

4.1 Overview

4.1.1 Compliance with Government Requirements

In developing the Proposal, Proponents must comply with all applicable legislation and government

requirements as may be applicable from time to time, as well as airport rules and the Requestor’s

requirements regarding the development of the Sites.

Airport rules may be made available upon request and according to each Proposal.

4.1.2 Other requirements

The successful Proponent will (in consultation with the Requestor, who will provide assistance where

possible) be required to:

� Obtain all required approvals, permits, licenses and consents for the proposed development,

Satisfy all environmental and health and safety issues

� Undertake any community consultation and attend to issues which arise

� Engage with and resolve governmental and local authorities issues

� Remediate any site contamination to required standards

� Enter into contractual legal documentation.

4.2 Site and location characteristics

4.2.1 Site description

The Sites are governmental land presently operated by Hermes Airports.

Larnaka International Airport

The site consists of:

� 5.5 ha of greenfield

� 5.7 ha of unused car parks

The area has numerous built areas to be redeveloped:

� 13,786 m2 of floor area of the old terminal building (on a plot of approx. 20,000 m2)

� Approx. 68,000 m2 of land currently occupied by warehouses

� 28,000 m2 of fuel farm

Pafos International Airport

The site consists of:

� Terminal Area of 12, 000 m2

� Land of 32, 450 m2 of Parking spaces could be utilized for land development

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Ref. GEN-30/15 9

All areas are shown in further detail in Appendices 1 & 2 and is an indicative area for the purposes of

the RFP.

4.2.2 Proposed Repurposing/Developments

Proposals for any type of repurposing of all or part of the available site will be accepted for review.

Examples of possible repurposing of the sites include:

� Hotel

� Outlet

� Entertainment and leisure e.g. amusement park

� Big Box Retail

� Freeport

� Other development opportunities that may be permitted

Other such development opportunities as may be permitted4.2.3 Payment

and Structuring options

The Requestor may consider the structuring options such as:

Payment Options:

� Up front lump sum payment

� License fee payable under a land license agreement

� Combination of any of these options or others

Structuring Options:

� Single company

� Special Purpose Vehicle (SPV)

� Joint venture Proponent arrangement

� Other options

4.2.4 Infrastructure provision

The Requestor wishes to optimize private sector involvement in the design, construction, and

development of each phase of the repurposing and future development of the former terminals and

requires the development and operation of the Sites to be at no cost or risk to the Requestor.

Proponents should address the indicative infrastructure provision and ongoing arrangements for

maintenance of major infrastructure items.

The Requestor can provide, on request, CAD files which may assist Proponents in locating the closest

utility connection points.

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Ref. GEN-30/15 10

5 RFP Process

5.1 Request for Proposal

Proponents will be provided with the opportunity to visit the Sites between 23rd October 2015 – 30th

October 2015.

Proponents will be evaluated against the following criteria (in no particular preferential order):

� Technical capacity, expertise and partnering, alliance or co-operative venture experience to

undertake the Project whilst:

- Exemplifying best practice principles for repurposing and future development

- Proposing built form concepts and phasing of delivery which will support and enhance the

Airport’s current and future activities

- Supporting other Airport Projects and the broader locality

- Managing stakeholder consultation / negotiation processes and track record, and

- Approaches to working with the Requestor for overall building and place management, as

well as meeting agreed maintenance standards and responsibilities.

� Financial backing and capacity to undertake the repurposing and future development of the

terminals as outlined in the proposal

� Preferred financial structure(s), and

� The phasing plan.

5.2 Format of Proposals

The following matters should be taken into account by Proponents in responding to the RFP:

� Proposals should contain all information and details requested in this RFP. The information

should be prepared having regard to the objectives stated in section 3.2

� Proposals should be formatted in accordance with the RFP Requirements and Evaluation Criteria

set out in this section. Proposals must address all relevant requirements

� Proposals should be clear and concise

� Proponents must comply with the applicable personal data protection laws and intellectual

property laws in relation to personal information provided in Proposals.

The Requestor may at any time:

� Take into account any information from its own and other sources in evaluating Proposals

� Give preference to any one or more of the Evaluation Criteria over other criteria and consider

the relative trade-offs between criteria

� Question any Proponent in order to clarify any matter relating to the Proponent’s Proposal

� Conduct due diligence investigations

� Draw on outside expertise as required.

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Ref. GEN-30/15 11

5.3 Evaluation Criteria

5.3.1 Technical capacity, expertise and partnering, alliance or co-operative

venture experience to undertake the repurposing and development

projects.

Proponents must provide evidence of their capability and experience to undertake all aspects of

repurposing and development projects. In particular, Proponents must provide evidence of their

capability and experience in relation to the:

� Design, construction, financing, marketing and ongoing management of comparable projects

� Supervision of projects of a similar type and scale, including land use planning, and ensuring that

repurposing and development occurs in a timely and controlled manner

� Design and construction of comparable projects to program, budget and defined quality

standards

� Time Schedule outlining the financing, repurposing and development, contraction and operation

of the proposed project

� Management of any approvals (internal or external) required by the Proponent in order to

progress repurposing and future development of the proposal, and the likely timing for

obtaining such approvals

� Management of effective internal or external stakeholder consultation processes throughout the

design, construction and marketing phases

� Consideration of the Local Town Plan of the respective town. The relevant information can be

found in Appendix 3.

5.3.2 Financial backing and capacity to undertake the Proposal

Proponents must demonstrate:

� The financial capacity of the Proponents to deliver the Proposal

� The experience of the Proponents in raising funding for similarly sized proposals

� A financial structuring and funding approach that has the potential to deliver the Proposal, in

accordance with the RFP Objectives

� An appropriate financial and entity structure for undertaking the Proposal.

In particular, Proponents should address the following criteria, and where relevant refer to the

experience and delivery record gained by the Proponents on similar projects:

� The demonstrated financial capacity of the Proponents, including:

- A credit reference from the principal banker or financial institution providing credit facilities

to the proponent, confirming the proponent’s proposed financing

- A statement confirming the solvency of the Proponents and if any of the Proponents are a

subsidiary, the relevant parent company

- A description of the level and type of any parent company support expected to be provided

to the Proponents including a confirmation letter from the parent company/ies

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� The Proponents experience and delivery record in developing effective financing and entity

structures for undertaking proposals of this nature

� Proposed SPV, equity participants, project gearing and long-term tenure / exit strategy.

5.3.3 Preferred financial structure(s) and return to the Requestor

Proponents must propose a preferred financial structure(s) to develop the Proposal and provide

details of indicative timing and value for each payment to the Requestor.

The Proponents should provide details of the methodology for calculating the Requestor financial

benefit including a table identifying estimated payment values and timing of same.

Other factors that will be considered by the Requestor in evaluating a Proponent’s financial offer

include proposed risk allocation, management and mitigation strategies.

5.3.4 Indicative concept phasing plan

Proponents are required to outline conceptually:

� The proposed elements, mix, market positioning and development quality of the Proposal

� How the repurposing and future development would be integrated with the airport.

5.3.5 Disclosure Statement

Proponents are required to provide a disclosure statement, addressing the requirements identified

in Appendix 4, duly signed by the Proponents that they are not aware of any matter of a probity

nature requiring disclosure (or, alternatively, if relevant, details of any such disclosure).

5.3.6 Other Proposal Requirements

Proponents’ Details

The Proposal is to include:

� For the Proponents:

- Full name, nature of the entity, address, telephone, email, facsimile number(s) and the

principal contacts (including, where the Proponent is a company, details of its current

directors, shareholders, place of incorporation, registered office and company number)

- Where the Proponent has a holding company, its position in the relevant group structure,

together with (if not provided above) the name, registered office (or equivalent), head office

address, current directors, principal shareholders, beneficial owners (if different from

principal shareholders)

- A statement that the Proponent is not aware of any application to place the Proponent or

any of its shareholders or group entities (or any relevant holding company) in liquidation,

administration, or equivalent.

Where a Proponent is a publicly listed company, the Proposal only needs to include shareholder

information in relation to the ten major shareholders and any shareholder having shares of more

than 5% of the entity’s share capital.

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Ref. GEN-30/15 13

� For each group of Proponents:

- The information specified in the paragraph above as if references to the Proponent were a

reference to the group

- The role of the group’s Entity

- Contact details for the person nominated by the Proponent as the point of contact for the

purposes of the RFP Process

- Description of its relationship with the Proponent and other entities, together with summary

details of any agreements or other documents evidencing these relationships

- Summary details of any shareholder agreements (or other relationship documents) with

other entities for the development of the project proposed.

Board Support

A statement of support signed by the Chairman, Chief Executive Officer or an authorized Director of

the Board (or equivalent entity) of the Proponent, and the Boards (or equivalent entity) of the

Proponents, confirming that they support the submission of the Proponent’s Proposal or a certified

copy of the resolution of the Board of Directors of the Proponent authorizing the submission of the

proposal.

Confirmation of Resources

Evidence that the Proponent has the necessary resources, (or a reasonable expectation of obtaining

access to such resources), to prepare and lodge applications and manage same through to timely

approvals. This can be given in the form of a letter from the proponent’s financial institute outlining

the support of/possibility of obtaining the necessary funds for the proposals.

Confirmation of Capacity to Meet Contractual Obligations

Confirmation that the Proponents have the legal capacity to undertake the Project and that there is

no restriction under any relevant law to prevent them from proposing.

Details of any circumstance that may affect the ability of the Proponents to meet their contractual

obligations in relation to the Proposal need to be clearly stated. Examples of circumstances, which

should be detailed, are:

� Regulatory or law enforcement agency investigations of the Proponents, related organizations or

principals

� Contract termination for cause against the Proponents

� Significant disputes or current or pending litigation or arbitration in which the Proponent, group

entities, related organizations or principals have been or are currently involved

� Details of any event between the date on which the latest set of accounts were authorized for

issue and the date of the submission of the Proposal that, had the accounts not been authorized

for issue until the Proposal submission date, would have required to be adjusted for, or

disclosed

� Material contingent liabilities of the Proponents

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� Mergers/acquisitions, as can be notified, either occurring in the last three months or which are

imminent

� Any application to place the Proponents or any of their shareholders or participants (or any

relevant holding company) in liquidation, administration or equivalent (whether voluntary or

involuntary).

Acknowledgement and Undertaking

The Proponents must submit with their Proposal a completed and signed Acknowledgement and

Undertaking substantially in the form of Appendix 5.

Certification of Proposals

Proposals must be accompanied by a certification as to the accuracy and completeness of the

information provided in the RFP. The certification is to be made by a director (or equivalent officer).

5.4 Questions and Answers

There will be a dedicated period of two (2) weeks during which interested Proponents will have the

opportunity to raise any questions and/or address any clarifications they may need..

Answers to all questions will be distributed to all Proponents within the following three (3) weeks.

Please refer to the below Timeframes in section 5.7.

5.5 Submission of Proposals

Proposals comprising original loose-leaf copies (maximum 40 printed pages, plus the Returnable

Schedule in Appendix 6,) and five (5) bound copies shall be submitted in a sealed envelope, clearly

labeled:

“Request for Proposals for the Repurposing of Former Terminals at Larnaka and/or Pafos

International Airports “

Proposals shall be delivered by hand or sent by post or courier to the following address:

Tender Box of the Grantor

Ministry of Transport, Communications and Works

Acheon 28

1424 Nicosia

Republic of Cyprus

Facsimile and e-mailed Proposals will not be accepted, and the Requestor reserves the right to reject

late Proposals.

Proposals are to be received by:

Date: 21st December 2015

Time: 12.00hrs

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Ref. GEN-30/15 15

For any further information, please refer inquiries to:

Elias Liolios

Senior Manager Commercial & Business Development

Hermes Airports Ltd

P.O. Box 43027

6650 Larnaka International Airport, Cyprus

Phone: +357 24742144

Fax: +357 24643633

Email: [email protected]

5.6 Evaluation and Award Process

Evaluation of the proposals will be conducted on the basis of the Evaluation Criteria of section 5.3.

Shortlisted and non-shortlisted Proponents will be notified in writing.

Parallel negotiations will commence with shortlisted Proponents for the selection of the successful

Proponent. Following conclusion of parallel negotiations, an award letter will be sent to the

successful Proponent setting a deadline for signing relevant documentation.

The whole process will follow the Timeframes listed in section 5.7.

During the Evaluation Process, the requestor may invite presentations from Proponents, or

negotiate with Proponents to form a preferred entity or group.

The Requestor may decline to consider any Proposal that does not fully comply with the RFP

Requirements and Evaluation Criteria or for any other reason.

5.7 Timeframes

The Requestor envisages that the RFP Process will follow these timeframes:

RFP Distribution: 25th September 2015 – 23rd October 2015

Site Visits: 23rd October 2015 – 30th October 2015

Questions and answers period: 30th October 2015 – 20th November 2015

Submission date: 21st December 2015

Submission time: 12.00hrs

Proposal Presentations: 11th January 2016 – 29th January 2016

Response to Submissions: 26th February 2016

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6 General terms and conditions

6.1 Questions and Answers

All inquiries from Proponents are to be transmitted in writing to the contact person referred to in

section 1.1.

After the receipt of the Proposals, the Requestor’s responses generally affecting the Proposals or the

conduct of the rest of the RFP Process will be forwarded to the shortlisted Proponents. Responses to

questions that are claimed by a Proponent to be confidential to that Proponent, and accepted by the

Requestor as such, will not be broadcast.

6.2 Costs Borne by Proponents

All costs, including legal costs, and expenses incurred by Proponents in any way associated with the

development, preparation and submission of the Proposals, including attendance at meetings,

discussions, etc., and providing any additional information required by the Requestor, will be borne

entirely and exclusively by the Proponents.

6.3 Ownership of Proposal Documents

All documents submitted in the RFP Process become the property of the Requestor on lodgment.

Such intellectual property rights of the Proponents or other parties, as may be clearly demonstrated

by the Proponents to exist in the information contained in materials submitted by the Proponents,

will remain the property of the Proponents or those other relevant parties.

The Proponents license and authorize the Requestor, its employees, advisors, consultants and

agents to copy, adapt, disclose or do anything else necessary (in the Requestor’s opinion) to all

material (including that which contains intellectual property rights of the Proponents or other

parties) contained in the documents or materials submitted, for the purposes of the RFP Process

including, without limitation, for use in:

� Its evaluation of Proposals,

� Negotiation of the Development Agreements,

� Other related matters, and

� Complying with applicable laws.

The Requestor may make such copies of documents or materials submitted, as it requires, for its

purposes.

The Requestor shall not be liable if no selection procedure takes place within one year from the

Submission date. The Requestor shall have the right to keep the proposed documents respecting

the Intellectual Property Rights of the Proponents and ensure that no document will be copied,

used, replaced, exposed in publicity without the prior consent of the Proponents.

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6.4 Collusive Tendering

Proponents and their respective officers, employees, agents and advisors must not engage in any

collusive tendering, anti-competitive conduct or any other similar conduct with any other

Proponents or any other person in relation to the preparation or submission of Proposals.

Proponents must provide a certification with their Proposal that they and their group entities have

not engaged in any anti-competitive conduct.

6.5 Conflict of Interest

Proponents and their respective officers, employees, agents and advisors must not place themselves

in a position that may, or does, give rise to a conflict of interest (or a potential conflict of interest)

between the interests of the Requestor (on the one hand), and any other interests (on the other

hand), during the RFP Process. Proponents must provide a certification with their Proposal that they

and their group entities are not aware of any conflicts of interest.

6.6 Return or Destruction of Information

The Requestor reserves the discretion to require that material and other information provided to

Proponents (and copies or reproductions of such information) be either destroyed by the

Proponents or returned to the Requestor. The Requestor may require that the Proponents provide

evidence (in a form satisfactory to the Requestor) that any the Requestor requirements in this

respect have been fully complied with.

6.7 Disclaimer

Proponents must make and rely on their own investigations and satisfy themselves in relation to all

aspects of the RFP objective. The Requestor will not be liable for any incorrect or misleading

information or omission to disclose information whether provided in this document or otherwise.

6.8 Right to Amend / Terminate Process

The Requestor reserves the right at any time to revise or amend the process or the RFP terms set out

in this document by notice in writing to Proponents who have not withdrawn or been excluded from

the process at such time. Such amendment may include cancellation, termination, variation or

supplementation of the process.

6.9 No Obligation

No legal or other obligation other than those associated with this section shall arise between

Proponents and the Requestor unless and until formal project documentation has been signed. The

Requestor is not obliged to proceed with any Proposals or Proponents, and no compensation will be

payable.

6.10 Confidentiality

All information submitted by Proponents may be examined and assessed by the Requestor, its

specialist consultant advisors and any other party from whom the evaluation team may seek advice.

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The confidentiality of any information submitted by Proponents, which is not available to the public,

will be respected except where disclosure is permitted or required by law.

All Proponents will be required to maintain confidentiality with respect to their own RFP Proposals,

and should not seek details of competing proposals.

Proponents must not make any public statements whatsoever in relation to the Project.

Proponents may be required to sign a Confidentiality Agreement prepared by the Requestor.

All information and/or documentation provided to the Requestor by the Proponents should be

retained confidential.

6.11 Addenda

Written addenda issued by the Requestor are the only explanations of, or amendments to, the RFP

documents that will be accepted.

All Proponents should check they are registered with the Requestor (see Important Note at section

1.1) to ensure they are mailed addenda information.

Proponents are to satisfy themselves that they have received, acknowledged and addressed all

addenda that may have been issued up to the closing date for submission of the proposals. Updates

of addenda issued will be sent to registered Proponents.

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7 Appendices

7.1 Appendix 1 – Larnaka Land Availability

Larnaka airport is the main air gateway to Cyprus, in 2014, the airport handled 5,247,291 passengers. It is also the main air freight facility of the island with

a total cargo traffic of 25,769 tons in 2014.

Larnaka airport was completely revamped. A new passenger terminal opened in 2009 to replace the old terminal building which was unable to handle the

increased traffic. The new terminal has a total capacity of 7.5 million passengers, several extensions have already been planned to absorb future traffic

increases.

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Appendix 1 – Larnaka Land Availability, Arial Photo

.

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Appendix 1 – Larnaka Building Availability, Terminal Areas

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7.2 Appendix 2 –Pafos Property Availability

Pafos airport is approx. 7 km from the center of Pafos and 50 km from Limassol. In 2008 the airport was restricted with a new terminal building being

constructed. In 2014 Pafos served 2,090,943 passengers.

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Appendix 2 –Pafos Property Availability (Old Departures Building)

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Appendix 2 –Pafos Property Availability (Old Arrival Building)

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Appendix 2 –Pafos Property/Land Availability

Available

PFO Land -

Parking

Areas

Available

PFO Land –

Parking

Areas

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7.3 Appendix 3 - Brief Note on the use of the Area of the Old Airport

Larnaka1

Development sizes and Uses of the Land

1 Notwithstanding the basic operating facilities of Larnaka International Airport, in the rest of the

Special Airport Area (EA) and more specifically in the broader area of the old terminal, other

strategic developments and uses for attracting investment may be allowed, exploiting the

advantages offered by the space (geographical, transportation, land, proximity to the

International Airport, etc.). An extract of the Urban Zones plan and a relevant aerial photograph,

in which the space for development is highlighted in red is attached hereto as Annex 1.

2 In the approved Local Plan of Larnaka 2013 the following is provided:

a) The space for development may cover land with suitable access, provided that it ensures

the safe and orderly operation of the Airport.

b) The development factors that will be used, should make the project viable and will be

approved by the Cabinet.

c) The existing facilities of the old terminal could be integrated in the development and

counted in the buildable area.

d) The permitted main uses will essentially concern showrooms without sales / distribution of

products, conference and office space under a single structure, organization and

management (eg business, exhibition, conference center).

e) The additional uses should be of a comparatively limited size and support the project, and

can include retail, leisure and entertainment facilities, cultural facilities and hotel.

3 In addition to the above additional urban incentives are applicable which involve increased

building density and expansion of permitted uses. According to the "Incentive Town Planning

Scheme 2013 for the recovery of the development activity in Cyprus", the town planning

incentives that apply in this case, are the following:

� To encourage the development of large properties (over 2000 square meters) of the public

sector in relation to specific development plan, additional town planning incentives are

offered such as (a) a further increase of the building density, (b) any enlargement expansion

of the permitted uses and (c) implementation of incentives in state plots outside of the

Development Limit of Local Plans, provided that this is supported by a feasibility study and

that these properties will be developed through a tender process with a fee that will bring

substantial benefit to the Republic.

� In such cases the herein below basic requirements must be followed:

1 Note: This version of the brief note is a translation of the proceeding Greek version for assistance only. The Greek version

is the formal valid version of the brief note.

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a) compliance with increased distance from the borders, at the discretion of the Planning

Authority, in case where the number of floors will be increased

b) the additional buildable area and the subsequent intensification of development does not

impair the fair use or amenities of the adjoining properties and the surrounding territory

c) not adversely affecting the road network of the territory by the anticipated increase in

traffic ( The Town Planning Authority, at its sole discretion, may request a Traffic and

Environmental Study in cases of large-scale developments)

d) the high aesthetic and qualitative level and the high level of environmental planning of the

development.

Parking Spaces

4 In the Approved Local Plan of Larnaca 2013 the following are stipulated:

a) The parking spaces will be calculated based on the provisions of the relevant Directive

3/2011 of the Minister of Interior, with the exception of exhibition spaces where one

parking space is required for every 120 sq.m.

b) Additional parking spaces for a sufficient number of taxis and buses must be predicted, to

serve mainly foreign visitors.

c) For purposes of a good operation and proper inclusion of parking spaces in the whole

development, it will be sought as they are positioned in groups with ample landscaped space

in between or even as a multi-story parking, above ground or underground.

Landscape and quality of development

5. In the Approved Local Plan of Larnaca 2013 the following are stipulated:

a) The configuration of the various installations and buildings should be designed to guarantee

satisfactory optical escapes / openings.

b) The scale and composition of the volume of the buildings and their aesthetics, should ensure

the rational integration into the environmentally sensitive area of the Salt Lakes.

c) The development area will be landscaped with high quality materials and components, in

various outside areas outdoor seating facilities will be created and the planting will be done

with high quality vegetation.

d) in an appropriate location a private green area (park) will be created, which will have an

area of about 10% of the total space that is allocated for the project, which will be

landscaped appropriately and used freely by the public.

e) the maximum possible distances of buildings from the "Public Safety Zones" and the "noise

contours Aircraft Lnight 60dB (A)’’ for security purposes and amenities must be safeguarded.

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General Spatial Plan and other studies

6. The implementation of the development will be based on the General Spatial Plan (Master Plan)

which will be approved by the Director of Planning and Housing, as the Town Planning Authority.

7. Along with the General Spatial Plan and beyond the final approval of the development, there will

also be a submission of a Traffic Study, Environmental Impact Assessment Study and a

Commercial Impact Assessment Study which will be taken into consideration by the special

committee during the evaluation of the application.

Feasibility Studies and Techno-economic Feasibility

8. The Feasibility Study and Techno-economic Feasibility Study will have to be submitted for the

evaluation of the applications, on which the feasibility, the techno-economic data and the extent

and size of the development will be evaluated.

9. The Feasibility Study and Techno-economic Feasibility Study, which, inter alia, will include the

required proposed economic benefit compared to the cost that will make the development

sustainable, will be assessed by a special committee to be appointed for this purpose by the

Ministry of Transport, Communications and Works.

Special settings due to the Airport

10. The area to be developed is not affected by the "Public Safety Zones" and the "contours Aircraft

Lnight 60dB (A)’’. Related plans are attached as Annex 2.

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Greek Version

ΣΥΝΟΠΤΙΚΟ ΣΗΜΕΙΩΜΑ ΓΙΑ ΤΗΝ ΑΞΙΟΠΟΙΗΣΗ ΤΟΥ

ΧΩΡΟΥ ΤΟΥ ΠΑΛΙΟΥ ΑΕΡΟΔΡΟΜΙΟΥ ΛΑΡΝΑΚΑΣ

Αναπτυξιακά Μεγέθη και Χρήσεις Γης

Ανεξάρτητα από τις βασικές εγκαταστάσεις λειτουργίας του Διεθνούς Αερολιμένα Λάρνακας, στην

υπόλοιπη Ειδική Ζώνη Αερολιμένα (ΕΑ) και πιο συγκεκριμένα στην ευρύτερη περιοχή του παλιού

τερματικού, δυνατό να επιτραπούν άλλες στρατηγικής σημασίας αναπτύξεις και χρήσεις για

προσέλκυση επενδύσεων, αξιοποιώντας τα πλεονεκτήματα που προσφέρει ο χώρος (γεωγραφικά,

συγκοινωνιακά, έκτασης, γειτνίασης με τον Διεθνή Αερολιμένα κλπ). Απόσπασμα σχεδίου

Πολεοδομικών Ζωνών και αεροφωτογραφία, στα οποία ο χώρος προς ανάπτυξη σημειώνεται με

κόκκινο χρώμα, επισυνάπτονται ως Παράρτημα 1.

Στο εγκριμένο Τοπικό Σχέδιο Λάρνακας 2013 προνοούνται τα ακόλουθα:

(α) Ο προς ανάπτυξη χώρος είναι δυνατό να αφορά έκταση γης με κατάλληλη προσπέλαση,

νοουμένου ότι θα διασφαλίζεται η ασφαλής και εύρυθμη λειτουργία του Αερολιμένα.

(β) Οι συντελεστές ανάπτυξης που θα χρησιμοποιηθούν, πρέπει να καθιστούν το έργο βιώσιμο

και θα εγκριθούν από το Υπουργικό Συμβούλιο.

(γ) Οι υφιστάμενες εγκαταστάσεις του παλιού τερματικού μπορούν να ενσωματωθούν στην

ανάπτυξη και να συνυπολογιστούν στο δομήσιμο εμβαδό.

(δ) Οι επιτρεπόμενες κύριες χρήσεις θα αφορούν βασικά εκθεσιακούς χώρους χωρίς πώληση/

διακίνηση προϊόντων, συνεδριακούς χώρους και γραφειακούς χώρους υπό ενιαία δομή, οργάνωση

και διαχείριση (π.χ. επιχειρηματικό, εκθεσιακό, συνεδριακό κέντρο).

(ε) Οι συμπληρωματικές χρήσεις πρέπει να είναι συγκριτικά περιορισμένου μεγέθους και

υποστηρικτικές του έργου, και μπορεί να διαλαμβάνουν λιανικό εμπόριο, διευκολύνσεις αναψυχής και

ψυχαγωγίας, πολιτιστικές διευκολύνσεις, καθώς και ξενοδοχείο.

Πέραν των προαναφερόμενων, στο χώρο του παλιού αεροδρομίου Λάρνακας ισχύουν πρόσθετα

πολεοδομικά κίνητρα, τα οποία αφορούν αύξηση του συντελεστή δόμησης και διεύρυνση των

επιτρεπόμενων χρήσεων. Σύμφωνα με το «Σχέδιο Παροχής Πολεοδομικών Κινήτρων 2013 για

σκοπούς ανάκαμψης της αναπτυξιακής δραστηριότητας στην Κύπρο», τα πολεοδομικά κίνητρα που

ισχύουν στην περίπτωση αυτή, είναι τα ακόλουθα:

Για ενθάρρυνση της αξιοποίησης μεγάλων ιδιοκτησιών (εμβαδού πέραν των 2.000 τ.μ.) του δημόσιου

τομέα σε σχέση με ειδικό πρόγραμμα ανάπτυξης, προσφέρονται πρόσθετα πολεοδομικά κίνητρα,

όπως (α) περαιτέρω αύξηση του συντελεστή δόμησης, (β) ενδεχόμενη διεύρυνση των επιτρεπόμενων

χρήσεων, και (γ) εφαρμογή των κινήτρων σε κρατικά τεμάχια εκτός Ορίου Ανάπτυξης των Τοπικών

Σχεδίων, νοουμένου ότι αυτό τεκμηριώνεται από μελέτη βιωσιμότητας και ότι οι ιδιοκτησίες αυτές θα

αναπτυχθούν μέσα από διαδικασία προσφοροδότησης με μίσθωμα που θα επιφέρει σημαντικό

όφελος στη Δημοκρατία.

Στις περιπτώσεις αυτές θα πρέπει να τηρούνται οι πιο κάτω βασικές προϋποθέσεις:

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(α) η τήρηση αυξημένων αποστάσεων από τα σύνορα, κατά την κρίση της Πολεοδομικής Αρχής, σε

περίπτωση αύξησης του αριθμού ορόφων,

(β) το επιπλέον δομήσιμο εμβαδόν και η συνεπακόλουθη εντατικοποίηση της ανάπτυξης να μην

παραβλάπτουν την εύλογη χρήση ή τις ανέσεις παρακείμενων ιδιοκτησιών και της περιβάλλουσας

περιοχής,

(γ) ο μη δυσμενής επηρεασμός του οδικού δικτύου της περιοχής από την αναμενόμενη αύξηση της

κυκλοφορίας (κατά την κρίση της Πολεοδομικής Αρχής σε μεγάλης κλίμακας αναπτύξεις, είναι

δυνατόν να απαιτηθεί η υποβολή Κυκλοφοριακής και Περιβαλλοντικής Μελέτης), και

(δ) η ψηλή αισθητική και ποιοτική στάθμη και το ψηλό επίπεδο περιβαλλοντικού σχεδιασμού της

ανάπτυξης.

Χώροι στάθμευσης

Στο εγκριμένο Τοπικό Σχέδιο Λάρνακας 2013 προνοούνται τα ακόλουθα:

(α) Οι χώροι στάθμευσης θα υπολογίζονται με βάση τις πρόνοιες της σχετικής Εντολής 3/2011

του Υπουργού Εσωτερικών, με εξαίρεση τους εκθεσιακούς χώρους όπου θα απαιτείται ένας χώρος

στάθμευσης για κάθε 120 τ.μ.

(β) Επιπρόσθετοι χώροι στάθμευσης για ικανοποιητικό αριθμό ταξί και λεωφορείων πρέπει να

προβλεφθούν, για εξυπηρέτηση κυρίως των ξένων επισκεπτών.

(γ) Για σκοπούς καλής λειτουργίας και σωστής ένταξης των χώρων στάθμευσης στο σύνολο της

ανάπτυξης, θα επιδιώκεται όπως αυτοί χωροθετούνται σε ομάδες με άνετο ενδιάμεσο ελεύθερο

τοπιοτεχνημένο χώρο ή ακόμη και ως πολυώροφοι, υπέργειοι ή και υπόγειοι.

Χωροδιάταξη και ποιότητα ανάπτυξης

Στο εγκριμένο Τοπικό Σχέδιο Λάρνακας 2013 προνοούνται τα ακόλουθα:

(α) Η χωροδιάταξη των διαφόρων εγκαταστάσεων και κτιρίων θα πρέπει να γίνεται κατά τρόπο

που να διασφαλίζονται ικανοποιητικά οπτικές φυγές/ ανοίγματα.

(β) Η κλίμακα και η σύνθεση των όγκων των οικοδομών, καθώς και η αισθητική τους, θα

διασφαλίζουν την ορθολογική ένταξη στον περιβαλλοντικά ευαίσθητο χώρο των Αλυκών.

(γ) Ο χώρος της ανάπτυξης θα είναι τοπιοτεχνημένος με υλικά και στοιχεία υψηλών

προδιαγραφών, κατά τόπους θα δημιουργούνται υπαίθρια καθιστικά και η φύτευση θα γίνεται και με

υψηλή βλάστηση.

(δ) Σε κατάλληλη τοποθεσία θα δημιουργηθεί ιδιωτικός χώρος πρασίνου (πάρκο), που θα έχει

έκταση 10% περίπου του συνολικού χώρου που διατίθεται για το έργο, ο οποίος θα τοπιοτεχνηθεί

κατάλληλα και θα χρησιμοποιείται ελεύθερα από το κοινό.

(ε) Θα διασφαλίζονται οι μέγιστες δυνατές αποστάσεις των κτιρίων από τις «Ζώνες Δημόσιας

Ασφάλειας» και από την «Ισοθορυβική Καμπύλη Αεροσκαφών Lnight 60dB(A)» για σκοπούς ασφάλειας

και ανέσεων.

Γενικό Χωροταξικό Σχέδιο και άλλες Μελέτες

Η εκτέλεση της ανάπτυξης θα γίνεται με βάση Γενικό Χωροταξικό Σχέδιο (Master Plan) που θα

εγκρίνεται από τον Διευθυντή Τμήματος Πολεοδομίας και Οικήσεως, ως Πολεοδομική Αρχή.

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Μαζί με το Γενικό Χωροταξικό Σχέδιο και πέραν της τελικής αδειοδότησης της ανάπτυξης, θα

υποβάλλονται επίσης Κυκλοφοριακή Μελέτη, Μελέτη Περιβαλλοντικών Επιπτώσεων και Μελέτη

Εμπορικών Επιπτώσεων, που θα λαμβάνονται υπόψη από την ειδική επιτροπή.

Μελέτες Σκοπιμότητας και Τεχνο-οικονομικής Βιωσιμότητας

Για την αξιολόγηση των αιτήσεων θα υποβάλλονται Μελέτη Σκοπιμότητας και Τεχνο-οικονομική

Μελέτη Βιωσιμότητας, βάσει των οποίων θα αξιολογούνται η σκοπιμότητα, τα τεχνο-οικονομικά

δεδομένα και η έκταση και το μέγεθος της ανάπτυξης.

Η Μελέτη Σκοπιμότητας και η Τεχνο-οικονομική Μελέτη Βιωσιμότητας, η οποία, μεταξύ άλλων, θα

περιλαμβάνει το απαιτούμενο προτεινόμενο οικονομικό όφελος σε σχέση με το κόστος ώστε η

ανάπτυξη να καταστεί βιώσιμη, θα αξιολογούνται από ειδική επιτροπή που θα οριστεί από το

Υπουργείο Μεταφορών, Επικοινωνιών και Έργων.

Ειδικές Ρυθμίσεις λόγω Αερολιμένα

Ο χώρος προς ανάπτυξη δεν επηρεάζεται από τις «Ζώνες Δημόσιας Ασφάλειας» και από την

«Ισοθορυβική Καμπύλη Αεροσκαφών Lnight 60dB(A)». Σχετικά σχέδια επισυνάπτονται ως Παράρτημα

2.

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Annex 1 / Παράρτημα 1

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Annex 2 / Παράρτημα 2

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7.4 Appendix 4 – Disclosure Statement

Disclosure Statement

For the purpose of this Statement, the Requestor wishes to be notified if any of the Proponents are

aware of any:

� Matters relating to the commercial, financial or legal capacity or status of the Proponents or any

group entity, or

� Litigation, proceeding, judicial or administrative enquiry, investigation, claim or allegation, actual

or threatened, and whether admitted or contested, by another person or body (including

regulatory bodies such as the Cyprus Securities and Exchange Commission, the Cyprus

Competition Commission, the Cyprus Stock Exchange or equivalent bodies), against or in any

way involving the Proponents or a group entity, or any settlement in respect of any such matter,

or

� Proven or alleged breach or default of or under any law, regulation, agreement, order or award

binding on the Proponents or a group entity, or

� Criminal or illegal act, insolvency, bankruptcy or scandalous or immoral behavior, conduct or

activities of any of its member of the board of directors related to the professional duties.

Wherever arising, inside or outside Cyprus, which may:

� Materially adversely affect its position as a Proponents or group entity, or

� Attract or have attracted negative publicity or attention or generate public or media criticism

either inside or outside Cyprus.

Where Proponents are, or may in the future, be involved as a group entity or provider for different

Proponents, the Proponents should provide details of:

� The relationship between related companies (if relevant)

� The processes by which decisions concerning the Proponents’ Proposal will be made and

responsibilities discharged during the procurement process

� Procedures and internal governance arrangements which the Proponents have or propose to

put in place to ensure transparency and accountability, and safeguard independence and

perceived competitiveness of their tenders.

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7.5 Appendix 5 – Form For Acknowledgement

Acknowledgment and Undertaking

By

[name, address of Proponents (or each Participant, where a group entity/(Proponent)

in favor of the Requestor.

1. Acknowledgement and Undertaking

The Proponent:

(a) Acknowledges and accepts each of the terms and conditions set out in the ‘Important Note’

contained in the RFP,

(b) Acknowledges and accepts all other general terms and conditions as set out in the RFP, and

(c) Undertakes to comply with the terms and conditions referred to in sections (a) and (b) above, as

the same may be varied by the Requestor from time to time.

2. Proponents’ Warranties

The Proponent hereby represents and warrants to the Requestor:

(a) They have made their own enquiries about the RFP and have carried out all relevant

investigations and have examined and satisfied themselves concerning all information provided in

the RFP or made available in connection with the RFP

(b) That the Proponent has the legal capacity and corporate authority to make a proposal in

response to this RFP and that there is no restriction under any relevant law to prevent the

Proponents from bidding for or undertaking the Project which could not be overcome to the

satisfaction of the Requestor [Proponents to include details here of any restrictions and how they

propose to address them]

(c) That all entity-specific information supplied in the Proponents’ Proposal relating to the

Proponent is correct and complete at the time of submitting the Proposal and not by omission

misleading

(d) That all information supplied in the Proponent’s Proposal, is correct and complete at the time of

submitting the Proposal and not by omission misleading.

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(e) Disclaimer: All plans and photos are for the purpose of enlightened discussion and in no way

implies commitment to its implementation by any party, nor does it transfer property rights. No part

of this plan shall be reproduced in any format without the expressed written permission of the

Requestor. The Requestor accepts no responsibility for the accuracy of the data and information

presented on this plan. All plans and photos and the information contained and content implied

herein is subject to review and change by the Requestor.

3. Release

The Proponent (and if the Proponent is a group entity, jointly and severally), insofar as is permitted

by law, releases the Requestor from and against all claims, which it may now or in the future have

against the Requestor arising out of or in connection with:

(a) Any information contained in the RFP or made available in connection with the RFP

(b) The short listing of Proponents or any other matter in connection with the RFP or the RFP Process

(c) The costs and expenses of the Proponents in submitting a Proposal and participating in the RFP

Process.

4. Definitions

In this Agreement words used in capital letters, unless otherwise defined herein above shall have the

following meaning:

(a) ‘Request for Proposals’ (RFP) means the document entitled ‘Request for Proposals for the

Repurposing of Former Terminals at Larnaka and/or Pafos International Airports’.

(b) ‘Claim’ includes any claim:

(i) Under, arising out of, or in any way in connection with, any contract between the Proponents

and the Requestor in respect of the Project,

(ii) Arising out of, or in any way in connection with, any task, thing or relationship connected

with the Project, or

(iii) Otherwise at law or in equity including (without limitation):

(1) By statute,

(2) In tort, negligence or otherwise, including (without limitation) negligent is

representation, and

(3) For restitution including (without limitation) restitution based on unjust enrichment.

In witness whereof this Undertaking is signed:

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[Instructions for Execution: All Proponents to execute using appropriate execution clause (examples

follow), and if under power of attorney, a certified copy of the power of attorney must be lodged

with the Proposal]

Signed sealed and delivered by [name of each Proponent] by its duly appointed attorney who states

that he or she has no notice of revocation of the power of attorney, in the presence of:

______________________________

Signature of Attorney

______________________________

Signature of Witness

______________________________ ____________________________________

Name of Witness in full Date of Power of Attorney

[or alternatively]

Executed by [Company] by on in the presence of:

______________________________ ____________________________________

Signature of Director Signature of Secretary / other Directors in full

______________________________ ____________________________________

Name of Director in full Name of Secretary / other Directors in full

[or alternatively]

The Common Seal of [Company] was affixed in the presence of:

______________________________ ____________________________________

Signature of Director Signature of Secretary / other Directors in full

______________________________ ____________________________________

Name of Director in full Name of Secretary / other Directors in full

7.6 Appendix 6 – Returnable Schedule

Returnable Schedule:

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This Schedule should record the Proponents’ technical capacity, expertise and partnering, alliance or

co- operative venture experience in respect to completed similar proposals.

� Proposal name

� Address

� Client

� Type of project and mix

� Size of proposal in terms of land area and gross floor area

� Construction timeframe

� Development structure including joint venture / partnering agreements

� Role of Proponents

� Proposal special features in terms of innovation

� Long-term operation / exit timeframe

� Key success factors