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Israel Natural Gas Lines Company Ltd.

April 20th

, 2016 Final HM SZ, DC Tenders Committee

Date Description Prepared Checked Approved

Public Tender for Intelligent Pigging of

High Pressure Natural Gas Pipelines and for

Establishment of Pool of Approved Contractors

Company's Representatives:

Mr. S. Zeira

Mr. D. Carmeli

INGL/TENDER/2016/07

Document No.

337175

Rev.

1.2

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TABLE OF CONTENTS

1 .................... INTRODUCTION 4

1.1 .................. Definitions 4 1.2 .................. General 6 1.3 .................. Establishment of Pool of Approved Contractors 9 1.4 ................. Prohibition of Coordination of Bids, Submission of Mutual Bids & Conflict of

Interest 10 1.5 ................. Authorities 11 1.6 ................. Costs of Tender 11 1.7 ................. Time Schedule of the Tender Process 12 1.8 ................. The Bid's Validity 12 1.9 ................. General Prerogatives of the Company 12 1.10................ Prerogatives of the Company regarding Deviations 15 1.11................ Governing Law & Jurisdiction 16 1.12................ Research, Inquiries and Expenses 16

2 .................... THE TENDER DOCUMENTS 17

2.1 .................. Issuance of the Tender Documents 17 2.2 .................. Conflicts between Tender Documents 17 2.3 .................. Information Provided in the Tender Documents 17 2.4 .................. Clarification of Tender Documents 17 2.5 .................. Amendment of Tender Documents 18 2.6 .................. Severability 18

3 .................... PREPARATION OF BIDS 18

3.1 .................. Language of Bids 18 3.2 .................. Compliant Bids 19 3.3 .................. Documents Comprising the Bid 19 3.4 .................. Tender Price 26

4 .................... SUBMISSION OF TENDERS 28

4.1 .................. Format and Signing of Tenders 28 4.2 .................. Submission of Tenders 29 4.3 .................. Deadline for Submission of Tenders 29 4.4 .................. Late Tenders 30 4.5 .................. Clarifications 30 4.6 .................. Amendments to Bids 30

5 .................... THE EVALUATION PROCESS 30

5.1 .................. Review of Compliant Bids 30 5.2 .................. Evaluation Stages 30 5.3 .................. Company Prerogatives 33 5.4 .................. Negotiations with Bidders 34 5.5 .................. Tentative Schedule of the Award 35

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ANNEXES ... 36

ANNEX 1 PAST EXPERIENCE 36 ANNEX 2 PROFESSIONALS 42 ANNEX 3 EQUIPMENT 47 ANNEX 4 FINANCIAL FIRMNESS 50 ANNEX 5 WRITTEN CONFIRMATION OF PARENT COPMANY 51 ANNEX 6 KEY PERSONNEL 53 ANNEX 7 DECLARATION, WARRANTY AND UNDERTAKING 59 ANNEX 8 LEGAL OPINION 63 ANNEX 9 IRREVOCABLE POWER OF ATTORNEY FOR BIDDER’S AUTHORIZED

REPRESENTATIVE 64 ANNEX 10 WRITTEN DECLARATION AND UNDERTAKING – NO CONFLICT OF INTERESTS 65

ANNEX 11 WRITTEN CONFIRMATION REGARDING TECHNICAL VOLUMES 66

ANNEX 12 TENDER FORM AND PRICE TABLES 67

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1 INTRODUCTION

1.1 Definitions

Authorized

Representative -

Shall mean the person duly empowered by the Bidder and authorized to bind such Bidder for all required matters.

Bid -

A proposal comprised of Envelopes 1 and 2 as detailed in Section ‎1.2 herein, submitted by a Bidder in accordance with the terms of the Tender Documents.

Bidder -

Shall mean each legal entity which submits a Bid in the Tender Process.

Company -

Israel Natural Gas Lines Company Ltd. (INGL).

Company Option - The option of the Company during 3 years from the signature date of the Company on the Contract to perform the Services for the segments of Pipelines specified in Section 1.2.3, Clause 5 of the table therein ("An option for Later Projects").

The Company may decide, at its sole discretion whether to exercise the Company Option, fully or partially (including not to order any of the Services for the Later Projects) or issue a new tender or any other procedure for such Services.

Contract -

Contractor -

Means the Agreement together with all Contract documents listed in Clause 1 of the Agreement, including the General Conditions, as shall be concluded between the Company and the Bidder that is awarded the Contract.

The Bidder that was awarded the Contract.

Control -

The holding, directly or indirectly of more than fifty percent (50%) of either‎ an‎ entity’s‎ share‎ capital,‎ voting‎ power‎ or‎ the‎ power‎ to‎ appoint‎more than fifty percent (50%) of the directors in such entity.

Deviation -

Any unauthorized change, omission, reservation, condition and/or addition made by the Bidder to the Tender Documents, in any way, manner and/or scope (including in the Bid itself).

Inspection Tools - As set forth in the Contract, in the General Conditions.

Later Project - Shall mean a Later Project for the performance of Intelligent Pigging

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Inspection, of X (any amount of) Pipelines for the natural gas transmission system in Israel and for the provision of any other related services, all as set forth in the Contract, as the Company may need from time to time, as defined more specifically in Section 1.2.3 hereof or as may be determined by the Company from time to time, at its sole discretion, pursuant to the exercise of the Company Option.

Project - Shall mean the Intelligent Pigging Inspection services on high pressure gas Pipelines, and associated work, all as defined more specifically in the General Conditions and in the Technical Volumes and the provision of other related services all as set forth in the Contract.

The Pipelines are to be inspected by the Bidder to measure any ovality, dents, buckles, bore restrictions, etc. and to confirm the absence of any geometrical anomalies which may interfere with the running of the Magnetic Flux Leakage in-line. The Pipelines are to be inspected using the Magnetic Flux Leakage (MFL) technique to achieve full detection and sizing accuracy for metal loss features in the body of the Pipeline including but not limited to General Metal Loss, Pitting, and Axial grooving. The Inspection Tools will pass through the Pipelines driven by the natural gas flow in the Pipelines. The Company shall have the option to use the TFI (Transverse Field Inspection) and/or INS (Internal Navigation System) tools, if offered in the Bid of the Contractor.

[The "Project" shall refer to any "Later Project" in an event of exercising the Company Option].

Pipeline/s - Shall mean the Pipelines, for the transmission of dry natural gas, to be inspected using internal in-line intelligent pigging technology.

Run - As set forth in the Contract, in the General Conditions.

Services -

Means any and all services in connection with the Project, which are to be provided and/or performed by the Bidder in accordance with the Contract and the Agreement and all documents ancillary thereto, including the Technical Volumes and the Operations Procedures (as such are defined in the General Conditions and Technical Volumes).

Technical Volumes - The Specifications, together with all of its annexes as per Annex D of the Contract.

Tender Documents - The documents according to which the Bidder is required to submit its Bid including: this Invitation to Bid (the "ITB"), the Contract and all annexes and attachments to such documents.

Tender Process - The process commencing with the issuance of this ITB and ending with

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the execution of the Contract for the execution of the Project.

1.2 General

1.2.1 The Company invites Bidders to submit Bids for the execution of all Services for performing the Project.

1.2.2 These Tender Documents shall direct Bidders with respect to all aspects of the preparation of their Bids, including the technical and financial information to be submitted.

1.2.3 The Project is comprised of the following Pipelines:

Segment of Pipeline Length of Pipeline (Approx.)

Pipeline Diameter

1 Tel Kashish to Kishon (onshore Pipeline) 15.6 Km 24"

2 Kishon to Haifa (IEC) (onshore Pipeline) 2 Km 18"

3 Holot to Shafdan (onshore Pipeline) 12.8 Km 18"

4 Aroer to Sdom (onshore Pipeline) 59.58 Km 18"

5 An option for Later Projects - any other of the following segments or part/s thereof, that the Company may decide at it sole discretion, the consideration for which shall be paid in accordance with the Price Table:

a) Ashdod to Sorek Segment, 21.2 Km of 30" diameter onshore Pipeline;

b) Ashdod to Reading Segment, 31 Km of 30" diameter offshore Pipeline;

c) Reading to Dor Segment, 60 Km of 30" diameter offshore Pipeline;

d) Eastern Line (Nesher to Hagit Segment) - 88 Km of 36" diameter onshore Pipeline.

It is hereby clarified, that the Company may decide not to exercise the Company Option in part or in its entirety, and award the Later Project or a part thereof to any entity it sees fit, including by conducting a new tender or by applying for an exemption from tender under the Tender Law, 1992, or by exercising the Company's rights in accordance with all laws and regulations to extend the scope of the Contract and/or the number of the segments to be ordered from the Contractor.

Detailed description of each Pipeline's characteristics is attached in the "Technical Volume for‎inclusion‎with‎18",‎24",‎30”‎and‎36"‎Pipeline‎In-Line-Inspection Tender 2016" (Doc. No. 327772), attached as integral part of the Technical Volumes.

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1.2.4 The Company will provide the following:

Launcher and receiver.

The required gas flow as will be agreed upon as part of the Contract.

1.2.5 The Contractor will provide as part of the Services the following:

Project management and site visit prior to commencement of the Services.

Preparation of Operational Procedures as defined in the General Conditions.

Inspection Tool preparation, calibration, testing and certification.

Mobilization of equipment and personnel to Israel (incl. customs clearance) and Demobilization from Israel, after receiving Company approval.

1.2.6 Services shall not exceed 60 working days for all work (Services cannot be performed on Saturdays, Israeli holidays and days on which the Israeli economy does not work in full capacity. Notwithstanding the above, Contractor may perform Services on such days in the event that Contractor obtains special permits from the relevant Israeli authorities and the Company's approval permitting work on such days).

1.2.7 Survey of Pipelines shall include:

(a) Cleaning and gauging the Pipelines to be inspected - Bidder may propose the use of standard cleaning pigs or special cleaning pigs with brushes, magnets and tracer pinger. The cleaning procedure to be applied needs to be approved by the Company. Considering the Pipelines were recently installed the Bidders proposal should include specifications as to the degree of cleanliness required in the Pipelines in order to ensure the free and safe passage of the MFL Tool. Contractor shall be required to perform as many cleaning Runs as necessary to reach the degree of cleanliness specified. For the avoidance of doubt, all cleaning Runs preformed shall be included in the Contract prices.

(b) Gauge Plate Pig and/or Caliper survey Tool - of each Pipeline in order to measure any ovality, dents, buckles, bore restrictions, etc. and to ensure that the passage is free for the MFL tool. In the event that the gauge plate is damaged in the process of the survey of the Pipeline, further investigation by Caliper survey Tool will be performed by Contractor in order to locate the obstruction and measure its exact location. In the event that the Caliper survey Tool is not used, the Company will not pay for the run of Caliper survey Tool.

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(c) Metal Loss survey using the MFL Tool - Contractor shall conduct one survey run of each of the Pipeline/s by using the MFL Tool, and all in accordance with the General Conditions, the Technical Volumes and the Operations Procedures. The Pipelines shall each be inspected using the MFL technique in order to achieve full detection and sizing accuracy of metal loss features in the body of the Pipeline/s including but not limited to: General Metal Loss, Pitting, and Axial grooving Circumferential (as such are defined in the Technical Volumes).

In order to insure safe and successful run of the MFL Tool, Contractor shall confirm prior to the performance of each MFL run, that the Pipelines' conditions meet the specifications of the MFL Tool (as will be specified in Contractor's Bid), regarding: (i) agreed pressure and flow rate; and (ii) percentages of deviation in ovality (provided such are detected in previous runs).

(d) In any event that any of the Inspection Tools used by Contractor for the Services comes out of the Pipelines damaged or missing any parts Contractor shall remove all such parts from the Pipelines, including performing of cleaning runs as required. Contractor will be responsible for any damages to the Pipelines.

(e) An option for the use of a TFI tool and/or an INS x,y,z mapping tool. To the extent that Bidder is able to offer an option for the use of a TFI tool and/or an INS x,y,z mapping tool, the Bidder shall include it in its Bid and the proposed cost for such use shall be reflected in the Price Table. It is hereby clarified, that an offer for such option shall not be graded in accordance with Section 5 herein, and its price shall not be considered as part of the Tender's price, however, in the event that the Company will elect to use such option for the performance of the Services, the price payable in consideration for such usage shall not exceed such proposed cost.

1.2.8 The Services shall include, but not be limited to, the following:

A daily report including a short summery of all actions performed relating to the Services in the past 24 hours.

Verification of raw data on site. Preliminary report of such data will be submitted to Company within one (1) week of performing the MFL Tool run and before leaving Israel. In the event of any loss or damage to the data, which is not caused due to actions or omissions of the Company, Contractor will repeat all necessary steps at Contractor's expense in order to retain the full and complete data for providing preliminary report and Final Report.

Declaration of the Bidder that it has acquired all data required for providing the Final Report (as defined below) to the Company.

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Data evaluation and final report shall be provided after the completion of the SERVICES and in any event within a maximum period of ninety (90) days from the date of DEMOBILIZATION ("Final Report")

Presentation of the Final Report in the Company's offices in Israel.

1.2.9 An Option to Expand the Services

The Company shall be entitled, at its sole discretion, to expand at any time and for any reason, the scope of the Services, in a rate of up to 100% of the original scope of the Services. The prices for such expended Services shall be in accordance with the prices set forth in the Price Tables (i.e., the prices shall be calculated on the basis of prices proposed by the Contractor and approved by the Company for a Pipeline of the same characteristics (diameter and/or length)), or in accordance with an agreed pricing between the Company and the Contractor based upon the prices set forth in the Price Tables, as the case may be.

1.2.10 The Contract Period and Option for Its Extension

The Contract shall in effect as of the date of signature on the Agreement by both Parties, and until 3 years thereafter or until the date of termination of the Contract according to its terms, whichever occurs first (the "Contract Period"). The Company shall be entitled, at its sole discretion, to extend the Contract Period, by up to 2 years, up to one year on each extension.

1.3 Establishment of Pool of Approved Contractors

1.3.1 The Company shall establish pool of approved contractors for intelligent pigging inspection services on the high pressure gas Pipelines, according to the Mandatory Tender Regulations, 5753-1993.

1.3.2 The Company shall be entitled to apply to the contractors included in the pool within 7 years from the date of resolving the identity of such contractors, and to invite them to bid in relation to the aforementioned services, which their invitation does not have to be performed by way of a public tender, including as per the format of contracting set forth in regulation 17F of the abovementioned regulations in relation to frame tender.

The Company may so apply to such contractors, inter alia in relation to the following segments:

Segment of Pipeline Length of Pipeline (Approx.)

Pipeline Diameter

1 Dor to Hagit Segment 13.9Km 30"

2 Hagit to Tel Kashish Segment 12 Km 30"

3 Ashdod to Nesher Segment 36 Km 24"

4 Ashkelon to Sorek Segment 53.65 Km 24"

5 Kiryat-Gat to Aroer Segment 76.49 Km 24"

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6 Jersualem West (Yesodot - Beit Zait Segment)

35 Km 18"

7 Beit Keshet to Tziporit Segment 14 Km 10"

8 Har-Naim to Ramat Hovav Segment

4.5 Km 10"

1.3.3 Each Bidder that shall meet the Threshold Requirements specified in Section 3.3.1.1 below and receive the points specified in Sections 5.2.2(B) and 5.2.2(C) below, shall be included in the pool of approved contractors. The award of services to a contractor included in the pool of approved contractors is subject to such contractor's meeting the abovementioned threshold requirements on the date of submission of its bid.

1.3.4 The above specified shall not derogate from the Company's right to select additional contractors to the pool even if such contractors have not participated in this Tender, subject to such contractors' meeting of the conditions required in this Tender.

1.3.5 The Company shall be entitled to remove a contractor from the pool in the event that it shall cease from complying with any of the requirements set forth in Section 1.3.3 above or shall not comply with any of its obligations towards the Company to the full satisfaction of the Company.

1.4 Prohibition of Coordination of Bids, Submission of Mutual Bids & Conflict of Interest

1.4.1 Bids shall not be submitted by few Bidders / corporations / entities, etc.

1.4.2 Bidder or Bidder's Connected Party and/or anyone acting on their behalf shall not coordinate a Bid with other Bidder or with other Bidder's Connected Party and/or with anyone acting on their behalf, and shall not be in a status of concern of conflict of interest prohibited by the law, with the Company, and shall inform the Company in writing regarding any possibility for the existence of the abovementioned concern. In this clause, "Coordination of a Bid": Including through agreements, settlements, understandings of any kind, expressed or implied, in relation to a matter relating to the Tender Process, the Tender's prices, the terms of the Contract and strategies for pricing, delivery and/or exchanging and/or receipt of information in relation to the Tender Process or disclosure of such information in other way, among Bidders, Bidders' Connected Parties or anyone acting on their behalf.

1.4.3 Only one Bidder among Bidders connected in any manner (e.g. single Bidder and a company owned by such Bidder, parent company and its subsidiary, etc.) - shall be entitled to participate in the Tender Process.

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1.4.4 Bidder shall include in its Bid, a statement declaring if any of its managers and/or employees have any family relation to any of the Company's managers and/or employees, solely based on its knowledge and without being requested to execute an inquiry in relation hereof. The aforementioned statement shall be attached in a separate letter to the Bid, and shall be signed by Bidder's owner / CEO / authorized signatories.

For the purpose of this Section, "Connected Party" shall mean interested party in a corporation, as such term is defined in the Securities Law, 5728-1968.

1.5 Authorities

1.5.1 The Project shall be undertaken under the auspices and regulation of the Israeli Natural Gas Authority, in accordance with the Israeli Natural Gas Market Law, 2002 (the‎ “Natural Gas Law”).‎ Pursuant‎ to‎ the‎ Natural‎ Gas‎ Law,‎ the‎ Natural‎ Gas‎Authorities (the "NGA") have the right to inspect and overlook all the aspects of the Project at all times.

1.5.2 The Contractor shall be required to abide by all directives of the competent authorities of the State of Israel regarding security clearance, where applicable for the implementation of the Project.

1.5.3 The Contractor shall be required to abide and operate in accordance with the instructions and by all directives of the competent authorities, including the Ministry of Defense (the "MOD") and/or any division of the MOD and/or any entity acting on behalf of the MOD and/or the instructions of the Company regarding security areas.

1.5.4 The Contractor is obligated and undertakes to sign any non-disclosure and confidentiality agreements if will be required by the MOD.

1.6 Costs of Tender

The Bidder shall bear all costs associated with the preparation and submission of its Bid and the Company will in no case be responsible or liable for such costs.

In the event of cancellation of this Tender Process for whatever reason (including cancellation by the Company for reasons related solely to the Company) and/or in the event of amendment of the Tender Documents, and/or in the event of rejection of the Bids for whatever reason, Bidders will not be entitled to any refund of expenses or any other compensation or payment of any nature with respect to such cancellation, amendment or rejection, as the case may be.

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1.7 Time Schedule of the Tender Process

A) Last date for submission of requests for clarifications to the Company

May 15th, 2016, on 16:00 (GMT + 2, Jerusalem Time)

B) Dates for Submission of the Bids

Starting from May 30th, 2016, between 9 AM and 5 PM, until June 1st, 2016, on 5 PM (GMT + 2, Jerusalem Time) (the "Last Submission Date") (Excluding Fridays and Saturdays, Jewish holidays and evenings hereof and intermediate days of such holidays).

The Bids shall be submitted by hand delivery according to Section 4.2 below.

The Company may, at its sole discretion, alter the dates set forth in this Section 1.7 or anywhere else in the Tender Documents. The above specified does not derogate from the Company's right to alter any of the dates set forth anywhere else in the Tender Documents.

1.8 The Bid's validity

The entire Bid, including the prices and rates included therein, shall be valid for 180 Days from the Last Submission Date (including a new Last Submission Date if was amended in accordance with this ITB). The Company reserves the right to instruct a Bidder to extend its Bid validity, upon the Company's notification, for additional periods. Upon such notification the Bidder shall extend its Bid at its own cost.

1.9 General Prerogatives of the Company

Notwithstanding any other provision herein, the Company may at its sole discretion and subject to the law:

1.9.1 Unconditionally reject any or all of the Bids at any time, at any stage including without limitation, any time after the Last Submission Date for any reason without thereby incurring any liability to the affected Bidder or Bidders.

1.9.2 Accept Bids that are not fully compliant due to a default or lack of information, in which case the Company may, but is not required to, ask a Bidder to cure such default in its Bid and resubmit the Bid including, without limitation, in the framework of negotiations held with the Bidders and even after the Last Submission Date.

1.9.3 Request additional information including without limitation, documents and/or clarifications from any of the Bidders whether orally or in writing.

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1.9.4 Pursuant to Clauses 1.9.3 and ‎4.5 herein, the Company may, but in no way is it obligated to, request a general presentation from the Bidders regarding their Bid or any part thereof. The Company will invite Bidders to give such a presentation at the time determined by the Company after the Bids were submitted.

In the event that the Company shall decide to ask a Bidder for a presentation, such presentation will require the presence of representatives of the Bidder at the offices of the Company.

The presentation shall be presented in English, and should not be longer than one hour, to be followed by questions from the Company and/or the evaluation team and/or anyone on their behalf.

The Company at its sole discretion may use information divulged in the presentation. In the event that the information is not compatible and/or inconsistent and/or is in contradiction with the Bidder's Bid, the Bid shall take precedence over the contents of the presentation.

The Company at its sole discretion, further to the presentation, may (i) demand that the Bidder amend any defaults in its Bid; and/or (ii) resubmit the Bid; and/or (iii) disqualify the Bid; and/or (iv) apply any other measures it sees fit.

1.9.5 Amend or waive, at its sole discretion, any of the terms of the Tender Documents, including, without limitation, the requirements set forth in Section ‎3.3.1 at any time, including without limitation, in the framework of negotiations held with the Bidders and even after the Last Submission Date and in any of the stages described in Section ‎5. For the avoidance of doubt, it is hereby clarified that the Company reserves the right to amend or waive, even after the Last Submission Date, any technical provision or formality of the Tender Documents, provided, however, that such waiver or amendment does not in any way contradict or derogate from the principles of applicable law governing the Tender.

1.9.6 Provisionally pass any Bidder with respect to the requirements set forth in Sections ‎3.3.1.1 and ‎3.3.1.2 and/or grant a provisional passing score to any Bidder for any of the categories set forth in Section 5.2.2, subject to the receipt of all required documentation from such Bidder prior to award of the Contract to such Bidder.

1.9.7 Add additional stages to the Bid's evaluation process, including, without limitation, to request additional information and data, add a stage in which Bidders may amend any part of their Bid, Tender's price and/or their Price Tables, submit additional information and data or resubmit Envelopes 1 (Threshold and General requirements), or part thereof, and/or 2 (Tender's price) as a result of any amendment to the Tender Documents by the Company or for any reason.

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1.9.8 Cancel the Tender at any time, including without limitation, any time after the Last Submission Date, for any reason.

1.9.9 Decide not to enter into the Contract with the successful Bidder or with any Bidder.

1.9.10 Without derogating from the Company's rights under Sections ‎5.3, add a best and final stage to the Bid's evaluation process as per Section 5.4.1 below.

1.9.11 Award the Contract or any part thereof to the Bidder whose Bid placed second in the evaluation process set forth in Section ‎5.2 in the event of cancellation of the award of the Contract or any part thereof as a result of the failure of the Bidder chosen by the Company to meet all the requirements of the Contract, including in relation to schedule. This provision shall also be applicable to such Bidder. The above shall apply to the other Bidders, respectively, in the event the Contract is not exercised by the Bidder whose Bid placed second in the evaluation process due to the abovementioned reasons.

1.9.12 As part of the evaluation process and without derogating from any other prerogative of the Company pursuant to the Tender Documents, the Company may at its sole discretion, at any time, conduct an independent inquiry or investigation regarding any matter related to the Tender Process, the threshold requirements and evaluation criteria thereof and the Bids, including, without limitation, with regard to the financial strength, technical expertise and experience of any Bidder. As part of such inquiry, the Company may request further information and clarifications from any Bidder or any person or entity the Company may see fit, whether orally or in writing.

1.9.13 Provided that the Company first afford the affected Bidder an opportunity to present arguments in support of its Bid, reject any Bid with respect to which the Company concludes, at its sole discretion, that (i) the information supplied in the Bid, including, without limitation, information regarding the financial strength and/or technical capabilities of the Bidder, does not accurately reflect the actual ability of the Bidder to execute the Project for any reason whatsoever, irrespective of whether the information supplied in the Bid prima facie supports a different conclusion; or (ii) a unit rate quoted by the Bidder in the Price Tables is not realistic in the business judgment of the Company and, in the business judgment of the Company, the Bidder will not be able to execute the Project at such rate. All business judgments of the Company will be subject to the Company's sole discretion.

The Bidders shall not have the right to claim any damages, expenses, or other relief in connection with the exercise by the Company of any of its abovementioned rights.

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1.10 Prerogatives of the Company regarding Deviations

Without derogating from the provisions of Section 1.9, in the event that a Bidder shall submit or present any Deviation, whether in its Bid or during negotiations or in any other stage of the Tender Process, the Company may act as it deems appropriate, including without limitation, in any one or more of the following ways:

1.10.1 it may provisionally ignore all or part of a Deviation and, notwithstanding anything stated to the contrary in the Bid, evaluate such Bid without taking into account such Deviation, and as a condition to awarding of the Contract require the Bidder to conform to all the requirements of the Tender Documents;

1.10.2 it may view all or part of a Deviation as technical error which do not conflict with the principle of equality;

1.10.3 it may require the Bidder to correct all or part of the Deviations;

1.10.4 it may conduct negotiations with a Bidder and amend the Tender Documents, in which case the amendment will apply equally to all of the Bidders and they will all be given the opportunity to resubmit their Bids or any part thereof, all in accordance with the written instructions of the Company; and/or

1.10.5 it may disqualify the Bid.

The Company may decide, at its sole discretion, whether to act or refrain from acting in any one or more of the alternatives listed above. The Company shall have the sole discretion to apply the abovementioned alternatives in whole or in part, or in stages, and to treat differently different Deviations in the same Bid or in different Bids. A Bidder shall not have the right to claim that there is any binding preferential order which applies to the alternatives, or which restricts the Company from exercising its full discretion. If the Company chooses to proceed in any of the alternatives above, and‎ the‎ Bidder‎ refrains‎ from‎ implementing‎ the‎ Company’s‎ decision,‎ the‎ Company‎may, without derogating from any of its other rights (including the right to conduct negotiations),‎disqualify‎the‎Bid,‎regardless‎of‎whether‎the‎Bidder’s‎Bid‎ is‎chosen‎as‎the winning Bid.

The provisions of this Section 1.10 shall not derogate from any other right granted to the Company pursuant to the Tender Documents or pursuant to any applicable law, including, without limitation, with respect to its right to conduct negotiations, accept Deviations, amend the Tender Documents and allow the resubmission of Bids.

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1.11 Governing Law & Jurisdiction

The Tender Process, Bid and the Contract shall be governed by and construed in accordance with the applicable laws and regulations of the State of Israel only. In any event of any unsettled dispute the courts of the city of Tel-Aviv shall have the exclusive jurisdiction.

1.12 Research, Inquiries and Expenses

1.12.1 Bidders shall carry out their own independent research and inquiries about all aspects of the Project, including, but not limited to legal requirements under any applicable law of the State of Israel and all other relevant information relating to any aspect of the Project that may be necessary or useful for the preparation of the Bid. Other than with respect to written documents received from the Company, any information, which the Bidder acquires or receives in connection with the Project shall be at the Bidder's sole responsibility.

1.12.2 The Bidder shall examine the Tender Documents, including all instructions, forms, terms, specifications and drawings contained therein. Failure to furnish the information required by the Tender Documents or submission of a Bid not substantially responsive to the Tender Documents in every respect may result in the rejection of the Bid.

1.12.3 The Bidder acknowledges that in the event that it shall be of the opinion that the Tender Documents are not detailed enough or are in any way inadequate, it is required to so notify the Company until the last date for submission of requests for clarifications in section 1.7 above.

1.12.4 The Bidder shall have no claim against the Company with respect to expenses it has incurred in relation to the Tender and/or with respect to damages caused to it as a result of the Tender.

1.12.5 The Bidder shall be deemed to have conducted the necessary analysis and evaluation to ascertain the correctness and sufficiency of its Bid for the completion of the Services and the prices stated in its Bid prior to submission thereof. The prices proposed‎ in‎ the‎ Bid‎ shall‎ cover‎ all‎ of‎ the‎ Bidder’s‎ obligations‎ in relation to the Services.

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2 THE TENDER DOCUMENTS

2.1 Issuance of the Tender Documents

2.1.1 In order to participate in the Tender, the Bidders shall apply to the Company by the following e-mail address: [email protected], in order to receive a hard copy of the Tender Documents. Such application shall include the Bidder's address and confirmation for the execution of the bank transfer specified below.

2.1.2 The Tender Documents will be delivered by the Company to the Bidders by air freight and electronic mail. Such delivery shall be executed subject to execution of bank transfer of 200€ to the Company's following account:

022022/64IBAN: IL050109010000020080046

Swift Code / BIC / TID: LUMIILITXXX

It is hereby clarified that the Bidders shall bear any commission required by the

aforementioned bank in relation to such transfer.

2.2 Conflicts between Tender Documents

In the event of conflict between any provisions of the Tender Documents, the order of precedence set forth in the Contract shall prevail.

2.3 Information Provided in the Tender Documents

The Company and anyone acting on its behalf shall bear no responsibility whatsoever for any loss, damage, or injury suffered by Bidders, their employees, officers, agents, or any other persons for whom Bidders may be contractually or legally responsible by reason of any use of information contained in the Tender Documents, or for any action or forbearance in reliance thereon.

2.4 Clarification of Tender Documents

Contractors requiring any further information or clarification regarding the Tender Documents may request clarifications from the Company by electronic mail titled "Tender for Pigging", addressed to Mr. Nir Gorny by the following e-mail address: [email protected].

mailto:[email protected]



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The decision whether to respond to such requests for further information or clarification will be at the sole discretion of the Company. Company's responses provided to any requests for clarification or further information will be sent to all prospective Bidders, without derogating from such Bidders' responsibility to be updated regarding such responses by the Company's website (http://www.ingl.co.il/). Company's written responses, and only such written responses, shall constitute an integral part of the Tender Documents and shall bind all Bidders accordingly. Bidders will be required to acknowledge, in writing, the receipt of any such response to a request for further information or clarification, provided, however, that such response shall be effective whether or not Bidders so acknowledge the receipt of the response.

2.5 Amendment of Tender Documents

The Company may, for any reason, whether at its own initiative or in response to a clarification requested by a contractor or in response to any other request, amend any of the terms of the Tender Documents.

Such amendment will be sent to all prospective Bidders, without derogating from such Bidders' responsibility to be updated regarding such amendment by the Company's website (http://www.ingl.co.il/). Any amendment issued by the Company shall constitute an integral part of the Tender Documents and shall bind all Bidders accordingly. Bidders will be required to acknowledge, in writing, the receipt of any such amendment, provided, however, that such amendment shall be effective whether or not Bidders so acknowledge the receipt of the amendment.

2.6 Severability

Any part, provision or section of the Tender Documents which is found to be invalid or unenforceable, shall not affect the validity or enforceability of any other part, provision or section. Such invalid or unenforceable part, provision or section shall be deemed severed from the Tender Documents which shall be construed and enforced without reference to such part, provision or section.

3 PREPARATION OF BIDS

3.1 Language of Bids

3.1.1 Unless expressly stated otherwise herein, all Bids (including all annexes, maps, drawings, tables and diagrams) and any supplementary information, question, request for clarification and interpretation, or any other communication, shall be submitted to the Company in the English language only. Authenticated copies of documents, submitted pursuant to the second paragraph of Section 3.3.1.1.5 will be submitted in the original language in which they were registered together with an English translation.

http://www.ingl.co.il/

http://www.ingl.co.il/

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3.1.2 Any document translated into English shall be authenticated by a public notary, and all translation expenses shall be borne by the Bidder.

3.2 Compliant Bids

3.2.1 Bidders are required to submit Bids that comply with the financial, legal and technical requirements contained in the Tender Documents including, without limitation, by way of provision of the documents required in Section ‎3.3 hereof (hereinafter‎“Compliant Bids”).

3.2.2 Bidders may not deviate from the instructions contained herein or from the financial, legal and technical requirements contained in the other Tender Documents unless written consent has been granted by the Company to all those Bidders participating in the Tender Process at the relevant time. The rights of the Company set forth in Section 1.9 shall apply to all Deviations.

3.2.3 The submission of a Bid shall be construed as evidence that the Bidder has provided a firm offer which cannot be retracted by the Bidder. The Bidder may not submit a conditional Bid. Any statement to the contrary shall be null and void. This does not derogate in any way from the provisions of Section 1.9.

3.2.4 In the event that the Company decides to accept any Deviations, the Company shall notify all Bidders, including those Bidders that amended their Bid at the request of the Company in accordance with its authorities set forth herein, and shall provide such Bidders the opportunity to resubmit and amend their Bid.

3.2.5 Any and all representations made by the Bidder as part of the Bid will be construed as valid and accurate also with respect of any Later Project in the event that the Company exercises the Company Option. The Company, at its sole discretion, may introduce a process in which the Bidders will be required to update and/or confirm details, undertakings and representations provided in the Bid.

3.3 Documents Comprising the Bid

The Bid prepared by the Bidder shall be submitted in 2 envelopes which will be evaluated by the Company in accordance with the process set forth in Section ‎5 below:

3.3.1 ENVELOPE 1 - Threshold & General Requirements

The Bidder shall include in Envelope 1 the following documents regarding all the following:

(a) The Threshold Requirements as detailed in section ‎3.3.1.1 below;

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(b) The General Requirements as detailed in section ‎3.3.1.2 below.

3.3.1.1 The Threshold Requirements

3.3.1.1.1 Past Experience

The Bidder shall provide the information required in Annex 1, according to which during 2010-2015, the Bidder has successfully executed 3 projects of intelligent pigging of MFL type of gas pipelines of 16" to 54" diameter, each such project of different diameter and of scope of at least 25 kilometers that were executed continuously. All or part of the abovementioned projects may have been performed for one client.

3.3.1.1.2 Professionals

The Bidder shall provide the information and declaration required in Annex 2, according to which the Bidder employs the following professionals:

1. 3 technicians, each has executed at least 3 intelligent pigging

projects that included complete successful MFL Tool Runs of gas pipelines of at least 16" diameter, during 2010-2015.

2. 2 engineers / academics experienced in analyzing MFL tests of intelligent pigging, each has executed during 2010-2015 at least 5 analysis' of such MFL tests which included writing of final report analysis according to the Specifications and Requirements for Intelligent Pig Inspection of Pipelines, version 2009, of the Pipeline Operators Forum.

3.3.1.1.3 Equipment

The Bidder shall provide the information and declaration required in Annex 3, according to which the Bidder possesses an MFL Tool, a Caliper Tool & a Gauging Plate Pig and a Cleaning Pig, each such Inspection Tool suitable for Pipelines of 18", 24", 30" and 36" diameter.

3.3.1.1.4 Legal Structure

The Bidder shall provide an incorporation certificate, evidencing that the Bidder is a corporation duly registered in a country / state according to the relevant provisions of law.

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3.3.1.1.5 Financial Firmness

The Bidder shall provide Annex 4 duly executed by its independent certified public accountants indicating that it had an annual average volume turnover of at least 3 million US Dollars during 2013, 2014 and 2015. If the Bidder does not yet have an audited financial statement for 2015 the volume turnover component can be approved by the Bidder's independent auditor.

For the purpose of compliance with the requirement set forth in this section or a part thereof, a Bidder may rely upon a direct or indirect parent company exercising‎ Control‎ over‎ such‎ Bidder‎ (the‎ “Parent Company”),‎provided‎that‎such‎Bidder‎provides‎in‎Envelope 1 of its Bid a written confirmation in the form attached as Annex 5 and submits executed copies of Annexes 4, 7, 8 and 9, that in the event that the Bidder's bid is chosen as the winning bid, its Parent Company will provide a letter that confirms that such Parent Company exercises control in such Bidder; and that such Bidder and Parent Company shall be subject jointly and severally to all obligations pursuant to this Tender Process and the Contract.

3.3.1.1.6 ISO Certificate

The Bidder shall provide ISO 1009 certificate or a comparable certificate, valid on the Last Submission Date, evidencing that the Bidder has in place a management system or an applied management system or comparable to such requirements (comparability to be determined by the Company at the Company's sole discretion) that meets or is comparable the ISO certification requirements.

Alternatively, the Bidder shall provide an obligation of the Bidder's owner / CEO, confirmed by an attorney, according to which the Bidder shall submit a valid ISO 1009 certificate or a comparable certificate within 30 days from the date of award of the Services to the Bidder. It is hereby clarified that in the event that the Bidder shall not perform such obligation, the Company shall be entitled to not contract with the Bidder.

3.3.1.2 The General Requirements

3.3.1.2.1 Cover Letter

A cover letter addressed to Company, and signed by the authorized representative of the Bidder, briefly describing the Bidder.

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3.3.1.2.2 Detailed Schedule

Bidder shall submit a detailed weekly schedule (Gantt) based on the frame schedule attached as Exhibit 1 of the Operational Provisions included in the Technical Volumes. The Gantt shall include detailed times for the performance of each Run of the Project, taking into account at least one Run for each day. The Company shall be entitled to require from a Bidder to amend the Gantt and resubmit it.

The proposed Gantt shall be binding upon the Bidder.

3.3.1.2.3 Method Statement

In addition to requirements laid down in the specifications, the Bidder shall prepare and include, Method Statement describing how the Bidder proposes to carry out and manage the Services, addressing the complex characteristics of the Services and the risks arising therefrom, including, among others:

a. Early organization at the Services' site.

b. Safety and safety measures for the Services, including manpower that will be in charge of safety during the performance of the Services.

c. Manner of performance of the Services on a daily basis, including at least one Run of a pig each day.

d. The method of presentation of the data to the Company and the Final Report (including chapters & subchapters to be referred in such report).

In addition, as part of such Method Statements the Bidder shall confirm that all deliverables of the Company specified in the Contract are sufficient for Bidder in order to perform the Services.

3.3.1.2.4 Data Reports

The Bidder shall provide all the following:

(a) Data sheet of the MFL Tool, including all the following:

1) Max ovality of Pipelines enabling MFL Run through the Pipelines;

2) The required speed of the MFL Tool;

3) The degree of cleanliness required in the Pipelines in order to ensure the free and safe passage of the MFL Tool.

(b) A data sheet of the Gauge Plate Pig and Caliper Tool including their sensitivity.

(c) A sample of a final report regarding intelligent pigging of MFL that has been performed by the Bidder.

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3.3.1.2.5 Equipment

The Bidder shall provide all the following:

(a) Detailed description of the Inspection Tools to be used thereby for the performance of the Services, including: 1. MFL Tool; 2. Caliper Tool and Gauging Plate Pig; 3. Cleaning Pig; 4. Data analysing software.

(b) A chart specifying, regarding all the abovementioned tools – quantities per each tool which are in the Bidder's possession and the correspondent pipeline diameter acceptable for each tool.

(c) Description of utilization of INS Tools and/or TFI.

For the avoidance of doubt, the Inspection Tools and equipment to be used by the Contractor for the performance of the Services shall be the same Inspection Tools and equipment for which it had provided the technical and specific information as set forth above.

3.3.1.2.6 QA and QC procedures for performance of the Services.

3.3.1.2.7 Professionals

The Bidder shall provide diplomas of practical engineer, engineer and/or B.Sc. / B.A., evidencing that the professionals specified in Section 3.3.1.1.2 are technicians, engineers and/or academics, respectively.

3.3.1.2.8 Professional Team for the Project ("Key Personnel")

Detailed description according to Annex 6 and CV of the Bidder's intended key personnel for the execution of the Project including the following:

(a) Project manager with 3 years of experience as project manager of intelligent pigging projects;

(b) Data analyser with 3 years of experience of analysing MFL tests in intelligent pigging projects and of writing a final report, as data analyser;

(c) Site data analyser with 2 years of experience of analysing MFL tests in intelligent pigging projects and of writing an initial report, as site data analyser.

Each of the above staff shall have good speaking and writing skills in English.

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It is hereby clarified that all the personnel that shall execute the Project, including the abovementioned personnel, shall be employed by the Contractor and not by a subcontractor of the Contractor.

The Company shall be entitled to require from a Bidder to offer a different person instead of a person that was offered according to this section.

3.3.1.2.9 Project organization chart Flow chart of the structure of the Project's team, including the key personnel mentioned in Section 3.3.1.2.8 above. The Company shall be entitled to require from a Bidder to amend the chart and resubmit it.

3.3.1.2.10 Faults and Exceptional Events The Bidder shall submit a description of faults and exceptional events that have occurred during the Bidder's execution of intelligent pigging projects. The Bidder shall indicate the name of the relevant client as well as a contact person's details.

3.3.1.2.11 Subcontractors A list of the Bidder's intended subcontractors for the execution of the Project, if relevant. The Company shall be entitled to require from a Bidder to amend the list and resubmit it.

3.3.1.2.12 Declaration, Warranty, and Undertaking The Bidder shall sign and submit the Declaration, Warranty and Undertaking attached hereto as Annex 7.

3.3.1.2.13 Legal Structure

Complete details of the current legal structure and composition of the Bidder together with a chart of the same and the incorporation documents of the Bidder (except for incorporation certificate), and if the Bidder submits the information of its Parent Company for compliance with the threshold criteria set forth in Section 3.3.1.1.5 or part thereof, the complete details identifying and describing such ultimate Parent Company together with a chart of its legal structure and its incorporation documents.

3.3.1.2.14 Legal Opinion

The Bidder shall submit the legal opinion, in the form attached hereto as Annex 8.

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3.3.1.2.15 Power of Attorney

The Bidder shall submit a written power of attorney, in the form attached hereto as Annex 9 empowering the Authorized Representative to sign all documents, including all of the Tender Documents on behalf of the Bidder.

3.3.1.2.16 Conflict of Interests

The Bidder shall sign and submit the Declaration and Undertaking attached hereto as Annex 10. This Tender Process shall only be open to a Bidder which consists of a Bidder that is not in conflict of interests with the Company (for avoidance of doubt, a Bidder that is performing works for the Company similar to the ones described herein, is not deemed to be in conflict of interests with the Company). The Company may decide at its sole discretion to permit the participation of such aforementioned Bidder in the Tender Process, if in the Company's judgment the conflict of interests of such Bidder and the Company is not material to this Tender.

3.3.1.2.17 Bidder's Confirmation of Technical Volumes

The Bidder shall sign the written confirmation in Annex 11 that he read and fully understood the content of the Technical Volumes burned on the CD provided as integral part of the Tender Documents and the Contract.

3.3.1.2.18 The Contract

All the Contract documents, including the CD provided as part of the Tender Documents, initialled and stamped on every page (in the case of the CD – on the CD), and signed and confirmed in the places designated for full signature, by a person/s duly authorized to undertake and sign on behalf of the Bidder for the purpose of the Tender. Such signature shall be a conclusive evidence for the Bidder's understanding and acceptance of all the terms and conditions of the Tender.

3.3.1.2.19 A Scanned Digital Format of the Contents of Envelope 1

Bidder shall add a CD containing a scanned copy of all the documents submitted by the Bidder in its Envelope 1 of the Bid, each file separated to each concerned subject of Envelpoe 1 (the CD shall not include the price quotation).

3.3.1.2.20 All clarifications and amendments if issued by the Company during the Tender, signed by the Bidder.

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3.3.1.2.21 Other information The Bidder shall include such further information as considered relevant to enable a clear‎understanding‎of‎the‎Bid‎and‎the‎Bidder’s‎capabilities.

3.3.2 ENVELOPE 2 - Tender Price

Envelope 2 shall contain a duly signed Tender Form and Price Tables (attached hereto as Annex 12).

The prices set forth in the Price Tables are Maximum prices and the Bidders shall not be entitled to offer prices exceeding such maximum prices. The Company shall be entitled to disqualify Bids that shall quote prices exceeding such maximum prices.

3.4 Tender Price

3.4.1 The Tender Price shall be for the entire Services for the completion of the Project and the Later Projects (Company Option) based on the unit prices, sub total cost and total cost submitted by the Bidder and shall include overhead related to the Project and the Later Projects.

3.4.2 The Tender Price shall be composed of all of the Bidder's costs and expenditures for the Services including, but not be limited to, costs of all labor, supervision, management, all equipment, plant, all third party rental of equipment, all maintenance and repair of equipment, subsistence and lodging, transportation for equipment and personnel, underwater operations personnel, and plant equipment, temporary facilities and equipment, consumable and expendable materials, workmen supplies, safety and survival equipment, all mobilization and demobilization costs whatsoever, communication equipment, all communication costs services, and custom fees incurred, taxes, duties, fees, general administrative costs of cooperation to include home office, all insurance requirements and coverage, financing costs, all downtime and mechanical breakdown and all other costs or expenses of any kind which directly or indirectly relate to accomplishing the Services that is not elsewhere set forth in the Contract as a reimbursable expense.

3.4.3 Payment for the execution of the Services shall be effected in accordance with the terms to be included in the Contract which shall be completed on the basis of the winning Bidder's Tender Form. The following are the terms of payment:

3.4.3.1 Payment quotes are quotes pursuant to which payment is effected in the following instalments according to section 3 of the "Terms of Payment" in Exhibit A of Annex C of‎the‎Contract‎(the‎“Terms of Payment”).‎

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3.4.3.2 The Bidder will be entitled to compensation at a daily rate (Stand By Daily Rate) for periods during which there is a full suspension of the Services subject to and in accordance with the terms and conditions of the Contract. The Bidder will be entitled to such compensation only after a total of 72 hours of suspension for each Pipeline.

In any event the aggregate compensation in accordance with this Section shall not exceed a cap of a cumulative of 60 days multiplied by the Stand By Daily Rate or a cap which equals 5% of the Contract Prices, whichever is less.

3.4.3.3 Receipt of any of the above instalments shall be contingent upon presentation to the Company of the documents set forth in the Terms of Payment.

3.4.3.4 The Tender Price and the unit rates included in the Price Tables are to be quoted in EUROs only.

3.4.3.5 Notwithstanding anything to the contrary in the Tender Documents, as of 24 months following the execution of the Contract and in the beginning of each year thereafter, the prices and rates set forth in the Price Tables shall be linked to the HICP or the USA CPI, according to the currency that shall apply on the payments to Contractor. The base index applicable shall be the published index on the Last Submission Date, and the record index shall be the published index at the date of execution of the linkage.

The "HICP" / "USA CPI" shall refer to the monthly Harmonized Index of Consumer Prices, as published by the Europe Central Bank and Consumer Price Index as published by the United States Bureau of Labor Statistics (BLS), relevant to Contractor's country.

3.4.3.6 Except as specified in Section 3.4.3.5 above, the Tender Price and unit rates are fixed for the duration of the Project and the specified Later Projects or for any extension of time thereof necessary to complete the Services and Project and the Later Projects.

3.4.3.7 Unit prices must be constructed, in a manner that will facilitate the retrieval and evaluation of the actual price of any given unit, from the Tender Documents, including but not limited to events of changes in the number of units or changes in the scope of work, or elements constructing the unit price.

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3.4.3.8 Unit prices for the Services shall be uniform in all Tender Prices of each Bidder. In the event that a Bidder provides different prices for the same components and/or the same Services or parts thereof, all Tender Prices of all Bids and Quotation of such Bidder will be deemed to have the same Unit price. Such price will be the price quoted by such Bidder for the supply of Services or part thereof, which is most favourable to the Company.

3.4.3.9 The Bidder shall price its Bid on the assumption that no Deviations will be accepted by the Company.

3.4.3.10 Adjustments to the Tender Price due to Performance of the Services for More than One Pipeline. In the event that the Contractor shall provide the Services for more than one Pipeline, consequently, by using the same equipment and personnel already mobilized to Israel, and without De-mobilizing such equipment and personnel, then the Company shall pay to the Contractor only for the actual Mobilization and Demobilization of such equipment and personnel, i.e, Mobilization & De-mobilization rates in the Price Tables shall be paid only for one time Mobilization & De-mobilization, as provided in the Price Tables. Therefore, the relevant Mobilization & De-mobilization rates shall be deducted from the relevant Lump Sum, respectively, according to the Bid prices, as approved by the COMPANY.

4 SUBMISSION OF TENDERS

4.1 Format and Signing of Tenders

4.1.1 The Bidder shall submit 1 original and 2 copies of its Bid. The original Bid together with the accompanying documents listed in Section ‎3.3 above clearly marked "Original", plus 2 copies of both the Bid and the accompanying documents, must be received by the Company by the Last Submission Date at the place specified in Section ‎4.2 below.

In the event of any discrepancy between the original and the copies, the original shall govern.

4.1.2 The original and all copies of the Bid shall be typed or written in indelible ink and shall be signed by the Bidder or a person or persons duly authorized to sign on behalf of the Bidder, such authorization shall be indicated by written power of attorney accompanying the Bid.

4.1.3 Bids shall be bound in loose-leaf volumes so that they may be divided for evaluation.

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4.1.4 The Bid shall contain no interlineations, erasures or overwriting except as necessary to correct errors made by the Bidder, in which case such corrections shall be initialled by the person or persons signing the Bid.

4.2 Submission of Tenders

The Bidder shall prepare and submit a sealed Bid in 1 large envelope which contains 2 separate envelopes labelled as Envelopes 1 and 2, all in accordance with Section ‎3.3 above.

The envelope shall be submitted by hand delivery at the following address by no later than the Last Submission Date:

Israel Natural Gas lines Company Ltd.

Contracts & Purchasing Department at the Financial Department

Atidim Tower (Building no. 8), 32nd fl.

Kiryat Atidim

Tel Aviv 6158101

Israel

The envelope containing the Bid shall be titled "Public Tender for Intelligent Pigging of High Pressure Natural Gas Pipelines 2016".

In addition to the information required above, the envelope shall indicate the name and address of the Bidder to enable the Bid to be returned unopened in case it is declared "Late" (arrived after Last Submission Date).

The Company accepts no responsibility whatsoever for unsealed or unsigned Bids.

4.3 Deadline for Submission of Tenders

The original Bid together with the required copies, must be received by the Company at the address specified in Section ‎4.2 above by no later than the Last Submission Date, as may be amended from time to time.

A Bid shall be deemed as received at the Company address only with their physical arrival to the Company offices until the Last Submission Date, irrelevant the delivery (shipment) date of the Bid by mail etc.

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The Company may, at its sole discretion, extend the Last Submission Date by amending the Tender Documents in accordance with Section 1.9 above and ‎2.5 above, in which case all rights and obligations of the Company and Bidders previously subject to the deadline shall be extended accordingly.

4.4 Late Tenders

Any Bids received at the specified address after the Last Submission Date, as amended, may be declared "Late" and rejected.

4.5 Clarifications

At any point during the Tender Process up to the notification of the winning Bidder, the Company may ask Bidders individually for clarifications with regard to their Bids.

4.6 Amendments to Bids

No Bid may be amended subsequent to the Last Submission Date, except as a result of a change, modification, enhancement or adjustment to the details of any Bid or parts thereof requested by the Company, pursuant to its authority to do so under this Invitation to Bid.

5 THE EVALUATION PROCESS

5.1 Review of Compliant Bids

The Company reserves the right to evaluate and compare only those Bids which the Company itself has deemed to be Compliant Bids pursuant to the terms and provisions of this Invitation to Bid.

The Company may review, rate and grade the Bids and the documents therein for the various stages without being confined to specific and/or formal formats of documentation. The Company will decide at its sole discretion if and to what extent the information provided by a Bidder is sufficient.

5.2 Evaluation Stages

The Company will evaluate the various Bids that it receives in accordance with the following process (the "Bid Evaluation Process"):

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Stage 1 - Review of Threshold and General Requirements

The Company will review the contents of Envelope 1 to determine whether a Bidder meets the requisite threshold and general requirements for Bids to be considered as set forth in Sections ‎3.3.1.1 above (threshold) and ‎3.3.1.2 above (general).

A Bidder that falls short of meeting any one of such threshold and general requirements may not progress to the next stages of the Tender Process and such Bidder's remaining envelope may be disregarded.

Notwithstanding the above, the Company may waive any one or more of the above Threshold and/or General requirements or any part thereof with respect to any Bidder, if it considers such a waiver to be in the best interest of this process and/or of the Tender and /or of the Company.

The Company shall be entitled to review a Bid that has not complied with all the threshold and general requirements, in the framework of Stage 2 of the evaluation process. However, performing Stage 3 of the evaluation process in relation to such Bid shall be stipulated upon completion of all the documents required in order that such Bid shall comply with the threshold and general requirements.

Stage 2 - Quality Examination

The Company will review the contents of Envelope 1 in order to rate and grade the Bidder.

The evaluation shall be performed in accordance with the chart set forth below and as follows:

5.2.1 Prior to opening Envelope 1, the Company will determine the method by which points will be allocated in the categories in the table below (Section 5.2.2).

5.2.2 With respect to the categories set forth in the table below, the Company shall grade the Bidder's submission for each category. The Company shall take into consideration, inter alia, the quality of the components of each category with respect to the technical specifications, the compliance with the Company's requirements and the experience of the Bidder. The Company, at its sole discretion, may allow any Bidder the resubmission of documents in relation to the above categories or any part thereof at any stage.

In order to successfully pass to Stage 3 of the evaluation process, the Bid is required to have successfully passed Stages 1 and 2 of the Bid evaluation.

In order to successfully pass Stage 2 of the Bid evaluation, the Bidder is required to:

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(A) Comply with the technical specification (for the avoidance of doubt, non-compliance with respect to any of the components of any of the below categories shall grant a grade of zero points in such category). However, in case of non compliance the Company at its sole discretion may, but is not obligated to, enable the Bidder to amend the default(s) in its Bid and resubmit the Bid in a way that will comply with this requirement; and,

(B) Receive at least a total of forty (40) (out of a maximum of fifty (50)) points in such stage; and,

(C) Receive at least half of the maximum number of points available in each of the categories set forth in the below chart.

Categories Total Possible Points

Past experience (Section ‎3.3.1.1.1)

15 points In the framework of this category, the Company may take into consideration the information provided by the Bidder as per Section 3.3.1.2.10 (faults and exceptional events), as well as the Company's experience of former contracts with the Bidder.

Method statement (Section 3.3.1.2.3)

8 points

Data reports (Section 3.3.1.2.4) 10 points for the sample of a final report regarding intelligent pigging of MFL that has been performed by the Bidder (Section 3.3.1.2.4(c))

Equipment (Section 3.3.1.2.5) 7 points allocated for:

MFL Tool (Section 3.3.1.2.5(a)(1));

Caliper Tool and Gauging Plate Pig (Section 3.3.1.2.5(a)(2));

Cleaning pig (Section 3.3.1.2.5(a)(3));

Quantities per each tool and the correspondent pipeline diameter (Section 3.3.1.2.5(b).

Professional Team for the Project ("Key Personnel") (Section 3.3.1.2.8)

10 points allocated for:

Project manager (Subsection (a));

Data analyser (Subsection (b));

Site data analyser (Subsection (c)).

Stage 3 - Review of Tender Price

With respect to those Bids that successfully passed Stages 1 and 2, the Company will review the contents of Envelope 2 in order to rate and grade the total Tender price set forth in the Tender Form in accordance with the following process:

5.2.3 Grades allocation to Bids Prices The maximum number of points that a Bid may receive for Stage 3 is fifty (50).

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The Bid with the cheapest total Tender Price as per Tables 1-8 in annex 12 below shall receive 50 points (the "Lowest Bid"). The remaining Bids shall be rated relatively to the Lowest Bid as follows:

The Company shall record the percentage by which each other Bid's total Tender Price exceeds that of the Lowest Bid (the "Percentage Differential"). Each remaining Bid shall receive the number of points equal to the difference between the fifty (50) points multiplied by the Percentage Differential of such Bid.

5.2.4 The Company will evaluate the Tender Price taking into account the different components including the price for the Project and Later Projects as follows:

Categories Percent Total Possible Points

Price for Project 100% 50

1. Total price for all the items included in BATCH 1 TABLES (1-4) of the Price Tables.

36% 18

2. Total price for all the items included in BATCH 2 TABLES (5-7) of the Price Tables.

44%

22

3. Price for all the items included in BATCH 3 TABLE (8) of the Price Tables.

20% 10

5.3 Company Prerogatives

The Company reserves the right to waive any formality and to reject any or all of the Bids received. The Company will not necessarily award the Contract to the Bid that received the highest total number of points for Stages 3 of the evaluation process set forth in Section ‎0 above.

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5.4 Negotiations with Bidders

The Company, at its sole and absolute discretion, will be entitled to conduct negotiations with the Bidders in any way it deems suitable and in any of the stages of the evaluation process, including, without limitation, with Bidders that have not passed the quality examination or have not met all of the requirements of the Tender Documents, and to cease such negotiations at any time. Without derogating from the foregoing, in the event the Company is not satisfied with all or any of the unit rates included in the Price Tables of the Bid that received the highest total number of points for Stage 3 of the evaluation process set forth in Section ‎5.2 above, then the Company may, at its sole and absolute discretion, condition the award of the Contract to such Bidder on the amendment of its Price Tables and/or Tender Price. This provision shall also be applicable to the remaining Bidders.

The Company, at its sole and absolute discretion, will be entitled to negotiate with a Bidder that its Bid received the highest total number of points for Stage 3 and/or Stage 2 of the evaluation process set forth in Section ‎5.2 above, before informing such Bidder or any other Bidders of the results of the evaluation of the Bid in order to achieve the amendment of its Price Tables and/or Tender Price. The Company may cease such negotiations at any time at the Company's sole and absolute discretion.

The Company, at its sole and absolute discretion, will be entitled to negotiate with a single Bidder or simultaneously with more than one of the Bidders and to cease such negotiations at any time.

5.4.1 Best and Final Stage

5.4.1.1 The Company reserves the right, to its sole discretion, to perform a best and final stage for the 3 Bidders who received the highest total scores in Stage 3 in section ‎0 above and Stage 2 in section 5.2.2 above, cumulatively.

5.4.1.2 The Bidders that will take part in a best and final stage will be asked to resubmit Envelope 2 (Tender Price) and their revised Tender Form and Price Tables will be ranked again according to section ‎0 above.

5.4.1.3 The original Bid Price of each Bidder shall be the Maximum Bid Price allowed for the Best and Final Stage. Where a Bidder chooses not to resubmit Envelope 2 during this stage, its original Bid Price shall be valid Bid Price for the purpose of this stage.

5.4.1.4 The Company at its sole discretion may decide to perform the Best and Final stage for all, part or none of the segments of the pipelines described above, in accordance with the needs of the Company from time to time.

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5.4.1.5 A Best and Final stage shall not derogate from any of the Company's prerogatives according to this Tender Process or any applicable Law, including not to award the Contract to any of the Bidders.

5.4.1.6 The Company reserves the right to reinstate any Bidder at any stage of the process subject to the agreement of such Bidder.

5.5 Tentative Schedule of the Award

Subject to the Company's prerogatives as set forth in sections ‎5.3 and ‎5.4 above, at any stage of the selection process described in this ITB, the Company shall be entitled to select the Bidder who has successfully passed Stages 1 and 2 of the evaluation process set forth in Section ‎5.2 above, and whose Bid received the highest total number of points for Stages 2 and 3 of the evaluation process.

The Company shall notify the successful Bidder, in writing, that its Bid has been accepted and shall sign the Contract.

Within seven 7 days of the date of the letter, the successful Bidder shall provide the Performance Guarantee in the amount of 10% of the value of the Project (including Company Prerogative if relevant).

Additionally, the successful Bidder shall provide the Company an Insurance certificate signed by the insurer at the date according to section 21.1 to the Contract.

Alternation to the Performance Guarantee / Insurance Certificate of the Contract

The Company at its sole discretion may decide, without it shall be obliging upon the Company or interpreted as any kind of presentation of its behalf, upon request of a Bidder who was declared as the winning Bidder and who was awarded the Contract, to execute any alternation in the conditions of the Performance Guarantee or the Insurance Certificate to be submitted by the Contractor according to the Contract (except in the guaranteed or insured amounts, respectively), subject to the following:

Any alternation must have no material difference from the quality and purpose of such Guarantee or Insurance provided in Exhibit C or Exhibit B of the Contract; and,

The Company may take into consideration guarantees or insurances provided for such Services by first class international contractors; and,

Without it shall affect the "principle of equality" under the Law.

A decision of the Company regarding the above shall be final and binding upon the Contractor.

The Advance Payment Guarantee shall be provided within 7 days of the time of issuance of the Commencement Order, in the form attached to the General Conditions.

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ANNEXES

ANNEX 1 PAST EXPERIENCE

Project No. 1

Name of Client & Country

Pipeline Technical Characteristics (Each of the 3 projects of different diameter)

Pipeline Diameter (Gas Pipe between 16" – 54")

_____ Inches

Project Name

Pipe Design Pressure

_____ Bars

Project Duration (month/year – month/year, (During 2010 – 2015)

Pipe material

Project Financial Volume

Pipe Wall Thickness _____ mm

Client's Contact Person and Contact Details

Pipe Length (At least 25 km continuously)

Type of Pigging Tools

used in the project & Number of Runs performed by each tool

Description of the Project (Intelligent pigging of MFL Type only)

Obstacles / Faults / Exceptional Events during the project

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Project No. 2




_____ Inches

Project Name


_____ Bars

Project Duration (month/year – month/year), (During 2010 – 2015)

Pipe material









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Project No. 3




_____ Inches

Project Name


_____ Bars


Pipe material









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Project No. 4




_____ Inches

Project Name


_____ Bars


Pipe material









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Project No. 5




_____ Inches

Project Name


_____ Bars


Pipe material









Project No. 5




_____ Inches

Project Name


_____ Bars


Pipe material









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I/we hereby confirm the above specified: Full Name Title (position) Signature Company's Stamp Date

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ANNEX 2

PROFESSIONALS

I/we, the undersigned, hereby declare that _____________________ [Insert name of the Bidder] employs, directly and not through / as subcontractors, the following professionals:

A. 3 technicians, each has executed at least 3 intelligent pigging projects that included complete

successful MFL Tool Runs of gas pipelines of at least 16" diameter, during 2010-2015, as

specified below:

Technician no. 1

1 Full Name

2 Employment by the Bidder in pigging services position:

______________________________________

Total years of employment by the

Bidder ______

Employment start year ______

3 The technician has

executed at least 3

intelligent pigging

projects that included

complete successful

MFL Tool Runs of

gas pipelines of at

least 16" diameter,

during 2010-2015, as

specified hereinafter:

Project Name & location Pipeline

Diameter

Type of test executed in the

project

Project

Year

4 Education (Field / Institution / Graduate Year)

5 Professional Qualification (Field / Institution / Graduate Year)

6 Nationality Place of

Residence

English

level

Speaking

________

Writing

________

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Technician no. 2

1 Full Name


______________________________________


Bidder ______



executed at least 3

intelligent pigging


complete successful

MFL Tool Runs of

gas pipelines of at

least 16" diameter,




Diameter

Type of test executed in

the project

Project

Year




Residence

English

level

Speaking

________

Writing

________

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Technician no. 3

1 Full Name


______________________________________


Bidder ______



executed at least 3

intelligent pigging


complete successful

MFL Tool Runs of

gas pipelines of at

least 16" diameter,




Diameter

Type of test executed in

the project

Project

Year




Residence

English

level

Speaking

________

Writing

________

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B. 2 engineers / academics experienced in analyzing MFL tests of intelligent pigging, each has executed during 2010-2015 at least 5 analysis' of such MFL tests which included writing of final report analysis according to the Specifications and Requirements for Intelligent Pig Inspection of Pipelines, version 2009, of the Pipeline Operators Forum (the "Specifications"), as specified below:

Engineer / Academic no. 1

1 Full Name


______________________________________


Bidder ______


4 The engineer /

academic has

executed during

2010-2015 at least 5

analysis' of MFL

tests of intelligent

pigging which

included writing of

final report analysis

according to the

Specifications, as


Project Name & location Type of Test executed in the

project

Project

Year




Residence

English

level

Speaking

________

Writing

________

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Engineer / Academic no. 2

1 Full Name


______________________________________


Bidder ______


4 The engineer /

academic has

executed during

2010-2015 at least 5

analysis' of MFL

tests of intelligent

pigging which

included writing of

final report analysis

according to the

Specifications, as


Project Name & location Type of Test executed in the

project

Project

Year




Residence

English level Speaking

________

Writing ________

Full Name Title (position) Signature Company's Stamp Date

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ANNEX 3

EQUIPMENT

I/we, the undersigned, hereby declare that the _________________________ [Insert name of the Bidder] possesses an MFL Tool, a Caliper Tool & a Gauging Plate Pig and a Cleaning Pig, each such Inspection Tool suitable for Pipelines of 18", 24", 30" and 36" diameter, as specified below:

Inspection Tool's Type

Suitable Pipeline's Diameter

Name of Inspection Tool's Model

Year of Manufacture

1. An MFL Tool

18"

24"

30"

36"

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2. A Caliper Tool

and a Gauging Plate

Pig

18"

24"

30"

36"

3. A Cleaning Pig

18"

24"

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30"

36"


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ANNEX 4 FINANCIAL FIRMNESS

2013 (fiscal year) 2014 (fiscal year) 2015 (fiscal year)

Volume Turnover

Pre-tax Profit/Loss

2015 (fiscal year)

Shareholders' Equity (Share Capital/Capital/Reserves)

We, the undersigned, being the independent certified public accountants of

_________________________, hereby confirm that the information included in the above tables is

accurate. We further confirm that such information is the same information as appears in the

financial statements of __________________________, which we have audited.

____________________________ _____________________

Signature Date

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ANNEX 5 WRITTEN CONFIRMATION OF PARENT COPMANY

We, the undersigned, __________________________________[Insert name of the Bidder], the company that is the Bidder participating in the Tender Process for Intelligent Pigging of High Pressure Natural Gas Pipelines in Israel and for Establishment of Pool of Approved Contractors (hereinafter the "Bidder"), being the direct or indirect subsidiary of _____________ [insert name of parent company such Bidder] (the‎“Parent Company”),‎hereby‎confirm‎that‎in‎the‎event‎that‎our‎Bid‎shall be chosen as the winning bid, the Parent Company will provide a duly executed Letter of Guarantee in the form attached hereto and as Exhibit A of the General Conditions, in which it shall:

1. confirm that it directly or indirectly holds in excess of 50% of the shareholdings of the Bidder;

2. guarantee the performance of the Bidder in the Project; and

3. acknowledge that it is aware that it shall be jointly and severally liable together with the Bidder for the Bid and for the performance of the Contract.

IN WITNESS WHEREOF, we have signed this Written Confirmation,

Name of company: ________________________

Company's Stamp: __________________________

Name:___________________________________

Position:_________________________________

Signature: _______________________________

Date:_________________

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[TO BE DULY SIGNED BY THE PARENT COMPANY AND PROVIDED BY THE BIDDER AT THE TIME OF THE SIGNING OF THE CONTRACT IN THE EVENT THAT THE BID OF

THE BIDDER IS THE WINNING BID.]

LETTER OF GUARANTEE

We, the undersigned, __________________________________[Insert name of parent company of

Bidder] being the direct or indirect parent company of __________________ [Insert name of

Bidder], the company that was awarded the Contract for Intelligent Pigging of High Pressure Natural

Gas Pipelines in‎Israel‎(hereinafter‎the‎“CONTRACTOR”),‎hereby‎confirm‎that‎we:

1. directly or indirectly hold in excess of 50% of the shareholdings of the CONTRACTOR;

2. guarantee the performance of the CONTRACTOR in the Contract; and

3. acknowledge that we are jointly and severally liable together with the CONTRACTOR for the performance of the Contract.

IN WITNESS WHEREOF, we have signed this Guarantee,

Name of company: ________________________

Name:___________________________________

Position:_________________________________

Signature: _______________________________

Company Stamp: __________________________

Date:_________________

Attorney's Confirmation:

I, hereby confirm that ____________________________ [Insert name of individual signing on this Power of Attorney on behalf of the parent company] is authorized to sign on behalf of ____________________________ [Insert name of parent company].

Signature and stamp: _________________________

Name:_____________________________________

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ANNEX 6

KEY PERSONNEL

Project Manager

General Information

1 Full Name

2 Period of experience as project manager of

intelligent pigging projects (at least 3 years):

____

Total years of employment by the Bidder

______





Residence

English

level

Speaking

________

Writing

________

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Detailed Experience – Project Manager (separate table for each project)

1 Project Name Client

2 Project Location Period

(Start MM/YY – End M/YY)

Start:

End:

3 Functionaries who wrote Initial & Final report in the project

Project Contract

Amount

4

Gas Pipeline Yes / No Pipeline length km Pipeline

Diameter

Inches

Pipeline Wall

Thickness

Pipeline Design

Pressure

Pipe material

5 Type of Pigging Tools used in the project

6 No. of Runs

performed by

each Pigging

Tools

7

General Project Description

8 Obstacles / Faults / Exceptional Events during the project

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Data Analyser

General Information

1 Full Name

2 Period of experience of analyzing MFL tests in intelligent

pigging projects and of writing a final report, as data

analyzer (at least 3 years): ___

Total years of employment by the Bidder

______





Residence

English

level

Speaking ________

Writing ________

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Detailed Experience – Data Analyzer (separate table for each project)




Start:

End:

3 Functionaries who wrote initial & final report in the project

Project Contract

Amount

4


Diameter

Inches

Pipeline Wall

Thickness

Pipeline Design

Pressure

Pipe material


6 No. of Runs

performed by each

Pigging Tools

7



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Site Data Analyser

General Information

1 Full Name

2 Period of experience of analyzing MFL tests in intelligent

pigging projects and of writing an initial report, as site

data analyzer (at least 2 years): ___


Bidder ______





Residence

English

level

Speaking ________

Writing ________

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Detailed Experience – Site Data Analyzer (separate table for each project)




Start:

End:

3 Functionaries who wrote initial & final report in the project

Project Contract

Amount

4


Diameter

Inches

Pipeline Wall

Thickness

Pipeline Design

Pressure

Pipe material


6 No. of Runs

performed by each

Pigging Tools

7



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ANNEX 7 DECLARATION, WARRANTY AND UNDERTAKING

To:

Israel Natural Gas Lines Company Ltd.

Atidim Tower, Kiryat AtidimTel-Aviv, Israel

All capitalized terms not defined herein shall have the meaning attributed to them in the Invitation to Bid ("ITB"), Reference 337175.

We the undersigned:

Name of Bidder

(Hereinafter‎referred‎to,‎jointly‎and‎severally,‎as‎the‎“Bidder”)

Hereby declare, warrant and undertake, jointly and severally, to the Company as follows:

1. We execute this document as part of the materials comprising the Bid for the Project. Our Bid shall remain valid and in full force and effect for the time period set forth in the ITB.

2. We have received and diligently reviewed all of the Tender Documents, including the Contract and all other annexes, exhibits, schedules and other attachments thereto and consent to all of the terms and conditions set forth therein. We have understood the contents of the Tender Documents in their entirety, and submit our Bid in accordance with the terms and provisions contained therein. We further declare that we agree to all of the provisions in the Tender Documents, are not operating under any misunderstandings concerning all that is set forth in our Bid and/or any of the Tender Documents, and undertake to be bound by all the normative provisions contained therein.

3. We represent and warrant that we have no claims with regard to misunderstandings, confusion, or conflict of provisions with regard to any of the provisions of the Tender Documents and/or with regard to the procedures for choosing the winning Bidder, and that to the extent that we had such claims we submitted such claims prior to the Last Submission Date. Where we have not made such claims by the Last Submission Date we shall be deemed to have waived any such claims.

4. We hereby irrevocably waive any claim, suit or cause of action arising from or related to any damage or expense incurred as a result of (i) failure by the Bidder to be selected as the winning Bidder in the Tender Process or (ii) any other action taken by the Company in connection with the Tender Process.

5. We acknowledge that we are aware of the urgency and public importance of the Project and we accordingly undertake that in any event we shall not undertake any legal action intended to delay, postpone or halt the Tender Process or the execution of the Project.

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6. We have diligently reviewed all of the terms and provisions governing performance of our obligations pursuant to the Project, including, without limitation, with regard to the provision of suitable and experienced personnel as required for the execution of the Services as set forth in the Tender Documents. We hereby warrant and represent that (i) we possess the requisite financial strength, expertise, knowledge and know-how, required to perform all of our obligations in accordance with the Tender Documents, or that we can obtain any of the above; and that (ii) we hereby waive any and all claims, suits or causes of actions which we may have with regard to the above.

7. We accept and agree that our obligations as set forth in the Tender Documents include all terms and provisions expressly set forth therein as well as any obligations, works, or other requirements which are not expressly set forth and which are directly or indirectly related to the full performance of our obligations in full compliance with all provisions of the Tender Documents, including without limitation, provisions regarding the high standard of execution required of us should we be awarded the Contract and/or should the Company exercise any of the options set forth in the Tender.

8. Without derogating from any provision hereof, we warrant and represent that we are aware of the importance and essentiality of the Services. Pursuant to the Company's requirement for exact compliance with the specifications, we accordingly, undertake to comply precisely with the specifications regarding such Services as described.

9. Without derogating from any provision hereof, we warrant and represent that we are aware of the obligation of the Contractor to perform the Project according to the best industry practice, in a professional and precise manner, and we further represent and warrant that, should we be awarded the Contract, we have obligated ourselves to perform the Project accordingly and are capable of doing so.

10. We are aware of the obligations of the Company to execute this Project and of the damage that would be caused to the Company and to the public interest as a result of a failure to execute the Project.

11. We warrant that (i) the Bid is accurate, complete and up-to-date at time of submission, in accordance with the requirements of the ITB and‎ Annexes‎ thereto‎ and‎ the‎ Bidder’s‎ best‎professional judgment; and (ii) that our Bid is fully compliant with all terms and provisions of the Tender Documents including, without limitation, terms and provisions regarding the standard and manner of execution; and (iii) our Bid is a complete and integrated whole including within it all goods and services required by the Tender Documents or by the nature of the Project as contemplated therein, at the level of service contemplated therein.

12. We warrant that the Bid has not been prepared in collusion with any other Bidder participating in the Tender Process, or with any affiliate thereof.

13. We warrant that we are legally entitled to use and transfer all information, know-how, trade secrets, patents and/or other intellectual property contained in the Bid.

14. We undertake to keep confidential all information, whether written or oral, concerning the Project which we receive or obtain as a result of the information supplied in the Tender Documents, or in discussions relating thereto.

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15. We understand that the submission of the Bid shall not be deemed in any way to create an obligation on the part of the Company to award the Bidder the contract for performing the services contemplated therein to the Bidder or to any other Bidder, including, without limitation, the Bidder offering the lowest Tender Prices; that the Company has the unfettered right to reject any or all Bids submitted; to request additional information from the Bidder or other parties; to cancel or modify the Tender Documents at any time and to negotiate with any or all Bidders.

16. We understand and accept (i) the terms of payment set forth in the Tender Documents and (ii) the manner of performance of our obligations pursuant to the Tender Documents, as well as all restrictions arising from or connected to such obligations.

17. We acknowledge that we are aware of and acquainted with all other entities that are, or could be, connected with or affect, the performance of our obligations, and have fully taken into account such entities in the preparation of our Bid. We shall not make or submit any claim, suit, or action based on or arising out of, whether directly or indirectly, any misunderstanding or lack of knowledge with regard to any term or provision of the Tender Documents, and we hereby, irrevocably and without exception, waive any such claim, suit or action.

18. There are no conflicts of interests between any of our prior or current engagements or activities and/or those of our employees and/or subcontractors, and the obligations or rights of the Bidder under the Contract attached to the ITB.

19. Neither the Bidder nor any of its subcontractors are connected with the Company or its employees.

20. We undertake that we the Bidder shall remain faithful to this Bid throughout the Tender Process, as such Bid may be amended or renewed according to the directives of the Company, and that such Bid shall be implemented as part of the Contract, in the event of the Bidder being selected as the winning Bidder in accordance with the provisions of the ITB.

21. We acknowledge and agree (i) that our signatures on the Bid, the Contract and any other of the Tender Documents shall fully bind us with regard thereto; and that (ii) the Company shall be entitled to draw down on the guarantees specified in the Contract in any event in which we breach any of our undertakings, obligations and/or representations set forth in the Contract; and that (iii) we shall have no claim, suit or cause of action with regard thereto.

22. We acknowledge and agree that the Company shall be entitled, but not required, to view our Bid as an irrevocable offer as defined in Section 3 of the Contracts Law (General Part) – 1973, and we further acknowledge and agree that acceptance of our Bid by the Company shall constitute a contract between the Bidder and the Company.

23. We acknowledge and agree that (i) in the event that the Bidder shall be awarded the Contract, the Bidder shall be considered the primary contractor for execution of the Project and that it shall be solely and fully responsible for all actions, omissions, and work products of all personnel, employees, and sub-contractors operating on behalf of the Bidder; and that (ii) in no event shall there be deemed to be any employee-employer relationship between the Company and the Bidder and any person or entity acting on behalf of the Bidder.

24. We acknowledge and agree that in the event that the Bidder is awarded the Contract, the Tender Price shall be all-inclusive and shall constitute full and final compensation for the performance of all of the Bidder's obligations and undertakings pursuant to the Tender Documents.

25. We hereby agree to indemnify the Company for all damages incurred by it as a result of a breach of any of the declarations, warranties and undertakings contained herein.

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26. In the event that the Bidder shall be awarded the Contact pursuant to the ITB, it will refrain from any activity that might constitute a conflict of interests in the execution of its duties under the terms of the Contract, and undertakes that all of its employees, subcontractors and representatives shall refrain from any activity or association that might involve such a conflict of interests, directly or indirectly. We further undertake to notify the Company immediately should such a conflict of interest develop or arise either for the Bidder or for any of its employees, subcontractors or representatives.

27. We acknowledge and agree that all costs arising from or related to the submission of this Bid, including, without limitation, our review of all of the Tender Documents and the obtaining of the Tender Bid, shall be borne solely and entirely by the Bidder and that we shall have no claim, suit or cause of action with regard to any such costs.

28. We undertake that we shall refrain from requesting any changes, clarifications, amendments, or easements from any entity other than the Company.

29. A breach of any of the undertakings, agreements or representations in part or entirety will constitute a cause for the disqualification of the Bid.

IN WITNESS WHEREOF, the Bidder has signed this Declaration, Warranty and Undertaking:

Full Name Title (position) Signature Company's

Stamp Date

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ANNEX 8 LEGAL OPINION

To Israel Natural Gas Lines Company Ltd.


In accordance with the requirements of the Invitation to Bid (reference 337175), the undersigned,

Advocate __________________ License No. ___________ of

______________________________, hereby affirm that the signatures of

___________________________________________ [name of Bidder corporation] on the

Declaration, Warranty and Undertaking, the power of Attorney for the Authorized Representative

and on any other of the documents signed by the Bidder, as submitted with the Bid, have been

executed according to all applicable laws and regulations and according to the incorporation

documents of the Bidder and are binding on the Bidder, and that there is no need for any further

legal proceeding in order to give legal force to any of the undertakings made by the Bidder.

____________________________ _____________________

Signature + Stamp Date

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ANNEX 9 IRREVOCABLE POWER OF ATTORNEY FOR BIDDER’S AUTHORIZED REPRESENTATIVE

To Israel Natural Gas Lines Company Ltd.


We, the undersigned _____________________________ [insert name of Bidder], hereby appoint and empower ___________________________ [insert name of representative] to be our Authorized Representative and to perform and/or sign on our behalf, throughout the Tender Process, all or any of the actions, matters, agreements and/or documents set forth hereinafter:

1. To receive, on our behalf all Tender Documents and all documents and other material which may be issued by the Company to the Bidders throughout the Tender Process.

2. To submit, on behalf of the Bidder, to the Company, all requests for clarification, proposed amendments and other inputs which the Company may require from the Bidder from time to time throughout the Tender Process.

3. To appear in the name of the Bidder and on its behalf before the Company and/or any representative of the Company, in all matters, including and in addition to those set forth herein, affecting or connected with the Tender Process, and to sign and execute any document before the Company and/or its representatives on behalf of the Bidder, and to perform all actions and matters which are required of the Authorized Representative of the Bidder to perform in accordance with the Tender Documents, and/or which may be required of the Authorized Representative by the Company.

4. This Power of Attorney may not be revoked, transferred or changed in any way without the prior written approval of the Company.

We hereby undertake to confirm and uphold any act or matter which our Authorized Representative shall do or cause by virtue of this power of attorney.

All capitalized terms not defined herein shall have the meaning attributed to them in the ITB, Reference 337175.

IN WITNESS WHEREOF, the parties hereto have signed this power of attorney:

Full Name Title (position) Signature Company's

Stamp Date

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ANNEX 10 WRITTEN DECLARATION AND UNDERTAKING – NO CONFLICT OF INTERESTS

We, the undersigned and/or any representative on our behalf hereby declare and undertake the following:

In addition to the obligations and prohibitions applying to the Bidder by force of law, including the Israeli Penal Code, 1977:

A. We shall not offer and/or give and/or receive, directly and/or indirectly, any benefit and/or currency and/or anything of value with the purpose of effecting directly and/or indirectly the decision and/or act and/or omission by the Company or an officer of the Company and/or an employee and/or a representative of the Company and/or any other party, regarding the engagement procedure and/or any contract and/or order resulting from it.

B. We shall not solicit and/or cooperate, directly and/or indirectly with an officer of the Company and/or an employee of the Company and/or a representative of the Company and/or any party in order to receive classified/confidential information which is relevant to the engagement procedure and/or any contract and/or order resulting from it.

C. We shall not solicit and/or cooperate directly and/or indirectly with an officer of the Company and/or an employee of the Company and/or a representative of the Company and/or any other party with the purpose of setting prices in an artificial and/or non-competitive way.

D. No action was taken to the contrary of the aforementioned sections A-C as part of an engagement procedure of the Company and/or a contract and/or an order resulting from it.

E. In the event that there is reasonable doubt that the Bidder and/or a representative thereof is acting to the contrary of the aforementioned section, the Company reserves the right, at its sole discretion, not to allow their participation in the engagement procedure with respect to which there exists the reasonable doubt regarding the carrying out of the aforementioned action and/or in any other procedure (known in this section as: the "Engagement Procedure") and/or reject their Bid regarding the engagement procedure and/or revoke at any given time their winning the engagement procedure and/or revoke at any given time the contract/order resulting from the engagement procedure.

F. The Bidder is hereby required to bring the content of this section to the attention of its employees, sub-contractors, representatives, agents and/or anyone on its behalf involved in the engagement procedure of the Company and/or contract and/or order resulting from it.


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ANNEX 11 WRITTEN CONFIRMATION REGARDING TECHNICAL VOLUMES

We, the undersigned, confirm on behalf of the Bidder that the Bidder has read and fully understood the content of the Technical Volumes burned on the CD provided as integral part of the Tender Documents and the Contract. The CD (Annex D of the Agreement) contains the following Technical documents:

Document No. Document Title Revision / Date

Specifications & Requirements for Intelligent Pig Inspection of Pipelines – Pipeline Operators Forum

2009

333190 Technical Volumes for Intelligent Pigging Services - Operational Provisions

1.6

327772 (IEN-OME-COI-001)

Technical Volume for inclusion with 18", 24",‎30”‎and‎36" Pipeline In-Line-Inspection Tender 2016

R3


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ANNEX 12 TENDER FORM AND PRICE TABLES

[Attached Separately]