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Pakistan International Airlines Page 1 of 48 Bidding Documents For Dry Lease of Four (4) Boeing 737-800 Aircraft (Ref: DCS/Lease/737-800) Pakistan International Airlines

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Pakistan International Airlines

Page 1 of 48

Bidding Documents

For

Dry Lease of Four (4)

Boeing 737-800 Aircraft

(Ref: DCS/Lease/737-800)

Pakistan International Airlines

Pakistan International Airlines

Page 2 of 48

Table of Contents

PREAMBLE ......................................................................................................................................................... 4

SECTION A - INSTRUCTIONS TO BIDDERS .............................................................................................. 5

1. Scope of Bid....................................................................................................................................... 5 2. Parties qualified to apply .................................................................................................................. 5 3. Cost of Bidding .................................................................................................................................. 5 4. Bidding Documents ........................................................................................................................... 5 5. Clarification on Bidding Documents ................................................................................................. 6 6. Amendment to Bidding Document ................................................................................................... 6 7. Extension in Submission Dates......................................................................................................... 6 8. Offers for Aircraft .............................................................................................................................. 7 9. Submission of Bid .............................................................................................................................. 7 10. Tender Proceedings .......................................................................................................................... 7 11. Second Stage ................................................................................................................................... 11 12. Clarification after Bid Opening........................................................................................................ 15 13. Correction in Bids ............................................................................................................................ 15 14. Evaluation of Bids............................................................................................................................ 15 15. Ranking of Bids................................................................................................................................ 15 16. PIA’s Right ....................................................................................................................................... 15 17. Letter of Acceptance ....................................................................................................................... 15 18. Signing of Contract Agreement ...................................................................................................... 16

SECTION B – GENERAL CONDITIONS OF CONTRACT.......................................................................... 17

1. Scope of Agreement........................................................................................................................ 17 2. Governing Law................................................................................................................................. 17 3. Disputes ........................................................................................................................................... 17 4. Civil Aviation Authority Requirement ............................................................................................. 17 5. Payment Terms ............................................................................................................................... 17 6. Security Deposit .............................................................................................................................. 18 7. Taxes................................................................................................................................................ 18 8. Insurance ......................................................................................................................................... 18 9. Quiet Enjoyment.............................................................................................................................. 19 10. Integrity Pact ................................................................................................................................... 19 11. Notices ............................................................................................................................................. 19 12. Indemnities ...................................................................................................................................... 19 13. Force Majeure .................................................................................................................................. 19

SECTION C – SPECIAL CONDITIONS OF CONTRACT ........................................................................... 20

1. Number of Aircraft and Lease Term............................................................................................... 20 2. Early Termination Option................................................................................................................ 20 3. Delivery Location ............................................................................................................................. 20 4. Re-delivery Location........................................................................................................................ 20 5. Delivery ............................................................................................................................................ 20 6. Livery................................................................................................................................................ 20 8. AD / SB Cost: ................................................................................................................................... 21

SECTION D – EVALUATION OF BIDS ........................................................................................................ 22

1. Technical Evaluation Criteria .......................................................................................................... 22 2. Financial Evaluation Criteria ........................................................................................................... 23 3. Methodology for Assessing Lowest Evaluated Bid ........................................................................ 23 Annex - I ................................................................................................................................................... 24 Annex - II .................................................................................................................................................. 26 Annex - III ................................................................................................................................................ 31 Annex - IV ................................................................................................................................................. 37 Annex - V .................................................................................................................................................. 39 Annex - VI ................................................................................................................................................. 40

Pakistan International Airlines

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Annex - VII................................................................................................................................................ 43 Annex - VIII .............................................................................................................................................. 44 Annex - IX ................................................................................................................................................. 46

Pakistan International Airlines

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Preamble

This document is divided into four sections.

• The first section gives interested parties an overview of the process and explains

in detail as to how they should submit their bids and how their bids will be

evaluated by PIA.

• The second section contains general terms which shall form the basis of the

lease agreement between PIA and the successful bidder.

• The third section covers the specifications of PIA’s requirement in terms of the

aircraft lease.

• The fourth section provides the interested bidders with an overview of PIA’s

evaluation process to maintain complete transparency and criteria to determine

the best suited offer.

The annexure contained thereafter are the standardized formats on which PIA expects

to receive the actual offers from the interested bidders.

Pakistan International Airlines

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Section A - Instructions to Bidders

1. Scope of Bid

Pakistan International Airline (PIA) invites “sealed bids” from interested parties for

the Dry Lease of four (04) Boeing 737-800 aircraft.

Lease Period: 3 years.

PIA requires the aircraft as per following delivery schedule/timeline:

2. Parties qualified to apply

Manufacturers / operators / Leasing Companies / Bonafide Agents /Brokers in the

Leasing of Aircraft Business having ownership interest in the aircraft

3. Cost of Bidding

The bidder shall bear all costs associated with the preparation and submission of

its bid and PIA will in no case be responsible or liable for those costs, regardless of

the conduct or outcome of the bidding process.

4. Bidding Documents

For the purpose of this bidding process, the term “Bidding Documents” includes:

i) Invitation for Bids

ii) Instructions to Bidders

iii) General Conditions of Contract

iv) Special Conditions of Contract

v) Evaluation of Bids

a) Technical Evaluation Criteria

b) Financial Evaluation Criteria

c) Methodology for Assessing Lowest Evaluated Bid

vi) Annexes

a) Bidder Profile (Annex ‘I’)

Time Period Number of Aircraft

September 2012 4

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b) Aircraft Requirement (Annex ‘II’)

c) Technical Information (Annex ‘III’)

d) Form of Bid - First Stage Bid (Annex ‘IV’)

e) Integrity Pact (Annex ‘V’)

f) Financial Proposal (Annex ‘VI’)

g) Form of Bid - Second Stage Bid (Annex ‘VII’)

h) Form of Contract Agreement (Annex ‘VIII’)

i) Delivery Conditions (Annex ‘IX’)

The bidders are expected to examine all the above prior to submission of their

bids. The ‘Instructions to Bidders’ will not be part of Contract and will cease to

have effect once the Contract is signed

5. Clarification on Bidding Documents

Bidder may seek any clarification(s) in respect of the Bidding Documents upto ten

days prior to closing date of submission of sealed bids. PIA will not entertain any

request for clarification of tender/bidding document received after the above limit.

PIA will ensure to respond to all such queries minimum five days before closing

date of submission of sealed tenders. Copies of the PIA’s response will be

forwarded to all prospective bidders, at least five (5) days prior to dead line for

submission of bids without identifying its source.

6. Amendment to Bidding Document

At any time prior to the deadline for submission of bids, PIA may, for any reason,

whether at its own initiative or in response to a clarification requested by a

prospective bidder, modify the tender document by issuing addendum(s). Any such

addendum(s) shall be communicated in writing to all prospective bidders who have

obtained the Bidding Document. These addendums shall be construed to be part of

Bidding Documents by reference. No addendums shall be issued later than ten

days prior to close of bids.

7. Extension in Submission Dates

At any time prior to the deadline for submission of bids, PIA may for any reason,

whether at its own initiative or to provide perspective bidders reasonable time, in

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which to take an addendum into account, at its discretion extend the deadline for

submission of bids.

8. Offers for Aircraft

Bidders may submit bids for any number of aircraft.

9. Submission of Bid

Please arrange to deliver/courier the sealed bids containing technical and

commercial proposals in separate sealed envelops so as to reach well before

closing date of tender. Please write “BIDS FOR DRY LEASE OF BOEING 737-800

AIRCRAFT WITH REF. NO AND TENDER OPENING DATE” on top right corner of the

envelope to be addressed to Director Corporate Services.

10. Tender Proceedings

“Two Stage Two Envelop mode” of tendering process shall apply as detailed below:

i) First Stage

a. The bid shall comprise a single package containing two separate envelops.

Each evelop shall contain separately the “FINANCIAL PROPOSAL” and the

“TECHNICAL PROPOSAL”

b. The envelops shall be marked as “FINANCIAL PROPOSAL” and

“TECHNICAL PROPOSAL” in bold and legible letters to avoid confusion;

c. Initially only the envelop marked “TECHNICAL PROPOSAL” shall be

opened;

d. The envelop marked as “FINANCIAL PROPOSAL” shall be retained in the

custody of the procuring agency, without being opened;

e. The Technical Proposal shall be discussed with the bidders with reference

to the procuring agency’s technical requirement;

f. Those bidders willing to meet the requirements of the procuring agency

shall be allowed to revise their technical proposals, following these

discussions;

g. Bidders not willing to conform their technical proposal to the revised

requirements of the procuring agency shall be allowed to withdraw their

respective bids without forfeiture of their bid security

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ii) Second Stage

a. After agreement between the procuring agency and the bidder on the

technical requirements, bidders who are willing to conform to the revised

technical specifications or whose bids have not already been rejected will

submit a revised technical proposal and a supplementary financial

proposal, according to the technical requirements.

b. The revised technical proposal along with the original financial proposal

and supplementary financial proposal shall be opened at a date, time and

venue announced in advance by the procuring agency:

Provided that in setting the date of submission of the revised technical

proposal and supplementary financial proposal, the procuring agency shall

allow maximum fifteen (15) days time to the bidders to incorporate the

agreed changes in the technical proposal and to prepare the required

supplementary financial proposal; and

c. The procuring agency shall evaluate the whole proposal in accordance

with the evaluation criteria and the bid found to be the lowest evaluated

bid shall be accepted.

iii) Technical Proposals comprise of:

a) Bidder Profile: A brief company profile highlighting portfolios and

customer details as per Annex ‘I’.

b) Aircraft Requirement: Duly filled up “PIA’s Aircraft Requirement

Form” as per Annex ‘II’.

c) Technical Information: The technical information as per Annex ‘III’.

In case the bidder wishes to include additional technical information

separate sheets may be added.

d) Form of Bid – First Stage Bid: Duly completed and signed Annex

‘IV’. No alteration is allowed in the Form of Bid. If any alteration is made

or if these instructions are not fully complied with, the bid shall be

rejected.

e) Integrity Pact: The bidder shall sign and stamp the Form of Integrity

Pact provided at Annex ‘V’.

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f) Deviations: Bidders shall give details of deviations, observations or

reservations, from the requirements of the Bidding Documents that they

would like PIA to consider. PIA will consider all deviations, observations

or reservations and those accepted by PIA will be incorporated in the

‘Revised Technical Proposal” in the Second Stage of the bidding process

or its impact will be incorporated in the Financial Evaluation. The

deviations that will not be accepted by PIA shall have to be withdrawn

by the bidder, failing which, the bid will be rejected.

g) Product / Spare Support Package

Additional Support Package, if any, may be provided.

iv) Financial Proposal: As per format described in Annex ‘VI’;

v) Bid Validity: The bids shall have to be valid for a period of 120 days from

the final date of submission of the First Stage of the bidding.

vi) Language of Bids: The bid and all correspondence and documents relating

to the bid, shall be in English language. Any printed literature furnished by the

bidder in another language shall be accompanied by an English translation of its

pertinent passages, in which case, for purposes of interpretation of the bid, the

English translation shall govern.

vii) Sealing and Marking: The sealed envelop containing the First Stage Offer

should bear the bid reference number along with the name and address of the

sender and clearly marked as “First Stage Bid for Dry Lease of Boeing 737-

800 Aircraft”. If the envelope is not sealed and marked, PIA will assume no

responsibility for the bid’s misplacement or premature opening.

viii) Deadline for Submission of Bids: First Stage Bids must be received by PIA

at the address specified below latest by 1500 Hrs on July 16, 2012.

Director Corporate Services

Pakistan International Airlines

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PIA Head Office, Karachi Airport

Karachi - 75200, Pakistan

Phone: +92 21 9904 3902

Fax: +92 21 3457 0147

Email: [email protected]

ix) Late Bids: Bids received after the bid submission deadline shall not be

entertained and returned un-attended.

x) Opening of First Stage Bids: Technical Proposals shall be opened on July

16, 2012 at 1530 hrs (Pakistan Standard Time) in the Auditorium located at

Second Floor, Main Building, Pakistan International Airlines Head Office,

Jinnah International Airport, Karachi 75200, Pakistan. Authorized

representatives of the bidders can attend the opening of the bids.

xi) Bid Read Out: Following details of each bid shall be read out in front of all

the participants present during the bid opening:

a) Bidder’s name

b) Bids offered for Aircraft Type

c) Bidder’s status (i.e. owners or having ownership interest in the aircraft)

d) Number of Aircraft offered with delivery schedule

e) Additional Support Package (if Any)

xii) Preliminary Examination of First Stage Bids: PIA will examine the bids

to determine whether they are complete and generally in order. Furthermore,

PIA shall examine the information supplied by the bidders and also take into

account the following factors:

a) Overall completeness and compliance with the Aircraft Requirement;

b) Availability status of the Aircraft;

c) Any other relevant technical factors that PIA deems necessary or

prudent to take into consideration.

Any bid not in conformity with the requirements will be rejected.

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xiii) Qualification: In addition to the above, PIA will ascertain to its satisfaction

whether bidders, whose bids meet the requirements of Bidding Documents,

are qualified to satisfactorily perform the contract. This will take into account:

a) Bidder’s financial, technical capabilities and past performance.

b) Documentary evidence submitted by the bidder.

c) Other information as PIA deems necessary and appropriate.

Those qualifying will be eligible for second stage of bidding.

xiv) Deliberations with Bidders

PIA may conduct discussions/meetings with each or any bidder to clarify any

aspects of its First Stage Bid at this stage of the evaluation. PIA may bring to

the attention of the bidder any matters, technical or otherwise, where it

requires amendments or changes to be made to the First Stage Bid. All such

amendments or changes made by PIA shall be formally notified to the bidders

as part of the invitation to submit the Second Stage Bid.

PIA may revise, modify, delete or add any aspect of the technical

requirements or evaluation criteria. Same shall be communicated to all the

bidders at the time of invitation to submit final bids.

In addition, PIA shall also review the Deviations, if any, highlighted by the

bidders in first stage offer and inform the bidder about which ones are

unacceptable and should be withdrawn in the Second Stage Bid.

xv) Unsuccessful Bidders: Bidders whose offers have been rejected on grounds

of being substantially non-responsive or those that do not meet the Aircraft

Requirements shall be informed accordingly.

11. Second Stage

The bidders, whose Technical Proposal or bids have not been rejected and who are

willing to conform their bids to PIA’s requirements, shall be invited to participate in

the second stage by submitting their Revised Technical Proposal along with

Supplementary Financial Proposal (if applicable):

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Documents Comprising the Second Stage Bid:

a) Revised Technical Proposal: Based on discussions after the first

stage. When no change is required, the first proposal shall be

considered.

b) Supplementary Financial Proposal: As per format described in

Annex ‘VI’;

c) Form of Bid - Second Stage: As provided in Annex ‘VII’. No

alteration is allowed and if any alteration is made or if instructions are

not fully complied with, the bid shall be rejected.

i) Bid Validity: The Second Stage Bids shall have to be valid for a period of 90

days from the last date of submission of the Second Stage Bid.

ii) Sealing and Marking: The envelop containing the second stage offer shall

comprise of a single package containing up to two separate envelopes, one

for Supplementary Financial Proposal and other for Revised Technical

Proposal (if applicable). Both the envelopes and main package should be

sealed. The package should bear the bid reference number along with the

name and address of the sender and clearly marked as “Second Stage Bid

for Dry Lease of Boeing 737-800 Aircraft”. The envelopes shall be

marked as ‘Supplementary Financial Proposal’ and ‘Revised Technical

Proposal’ in bold and legible letters. If the main package and envelopes are

not sealed and marked, PIA will assume no responsibility for the bid’s

misplacement or premature opening.

iii) Deadline for Submission of Bids: The Second Stage Bids must be

received by PIA at the address specified below:

Director Corporate Services

PIA Head Office, Karachi Airport

Karachi - 75200, Pakistan

Pakistan International Airlines

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Phone: +92 21 9904 3902

Fax: +92 21 3457 0147

Email: [email protected]

The date and time for submissions shall be intimated to the shortlisted

bidders separately. Bids received after this deadline will be marked ‘Late’ and

rejected.

iv) Modification and Withdrawal of Bids

The bidder may modify or withdraw its Second Stage Bid after submission,

provided that written notice of the modification or withdrawal is received by

PIA prior to the deadline prescribed for bid submission. The Bid can not be

modified or withdrawn during the interval between last date for submission of

second stage bid till expiry of Bid Validity period.

v) Opening of Second Stage Bids: Second stage bids shall be opened on the

communicated date and place. Representatives of the bidders may attend the

opening of the bids.

Those bids that have been withdrawn as per article ‘11 (iv)’ above shall not

be opened.

vi) Bid Read Out: Following details of each bid shall be read out in front of all

the participants present during the bid opening:

a) Bidder name

b) Number of Aircraft offered

c) Monthly Lease Rental

d) Maintenance Reserves Rates

e) Security Deposit required

f) Additional Support Package (if any)

vii) Preliminary Examination of Second Stage Bids:

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a) PIA will examine the Second Stage Bids to determine whether they are

complete and are generally in order. PIA may, at its discretion, ask the

bidder for a clarification of its bid. The request for clarification and the

response shall be in writing, and no change in the price or substance

of the bid shall be sought, offered or permitted.

b) PIA may waive any minor informality, nonconformity or irregularity in a

bid that does not constitute a material deviation, and that does not

prejudice or affect the relative ranking of any bidder as a result of the

technical and financial evaluation.

c) Prior to the detailed evaluation, PIA will determine whether each bid is

of acceptable quality, is complete, is substantially responsive to the

Bidding Documents and has properly incorporated the desired

modifications. For purposes of this determination, a substantially

responsive bid is one that conforms to all the terms and conditions of

the Bidding Documents without material deviations, objections,

conditionalities or reservations. A material deviation, objection,

conditionality or reservation is one:

���� that affects in any substantial way the scope, quality or

performance of the contract;

���� that limits in any substantial way, PIA’s rights or the successful

bidder’s obligations under the contract; or

���� whose rectification would unfairly affect the competitive position

of other bidders who are presenting substantially responsive

bids.

d) If a Second Stage Bid is not substantially responsive, it will be rejected

by PIA. PIA’s determination of a bid’s responsiveness is to be based on

the contents of the bid itself without recourse to extrinsic evidence.

e) PIA shall also review any changes that may have occurred between

the time of submitting the First and Second Stage Bids that have any

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material effect on the bidder’s eligibility and qualifications to perform

the contract.

12. Clarification after Bid Opening

To assist in the examination, evaluation and comparison of bids PIA may, at its

discretion, ask the bidder for a clarification of its bid. The request for clarification

and the response shall be in writing and no change in the price or substance of the

bid shall be sought, offered or permitted.

13. Correction in Bids

In case any arithmetic error is found in the bid, it shall be rectified as follows:

i) If there is a discrepancy between the words and figures the amount in words

shall prevail.

ii) If the bidder does not accept the corrected amount of bid as determined above,

the bid shall be rejected.

14. Evaluation of Bids

The bid for each aircraft will be evaluated to determine the “Lowest Evaluated Bid”

as per Section ‘D’.

15. Ranking of Bids

The offered bid(s) for aircraft shall be listed in ascending order starting from the

lowest evaluated bid.

16. PIA’s Right

PIA reserves the right to accept or reject any bid, and to annul the bidding process

and reject any or all bids, at any time prior to award of Contract. Notice of the

rejection of any or all bid shall be given promptly to all the bidders.

17. Letter of Acceptance

The Letter of Acceptance will be issued to bidder(s) who’s offer for aircraft is

determined as the lowest evaluated bid.

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18. Signing of Contract Agreement

Within seven (7) days from the Award of Contract, the successful bidder (Lessor)

would be required to send a duly signed copy of the Form of Contract Agreement

Annex ‘VIII’.

The formal Lease Agreement between PIA and the successful bidder shall be

executed within thirty (30) days of the receipt of duly completed Form of Contract

Agreement by PIA.

The terms and conditions highlighted under “Section B - General Condition of

Contract” and “Section C - Special Condition of Contract” (of this Tender

Document) shall form the basis of the Lease Agreement to be executed between

PIA and the bidder(s).

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Section B – General Conditions of Contract

Following terms and conditions shall be an integral part of the Lease Agreement to be

signed between PIA (Lessee) and the successful bidder (Lessor) to whom the contract

has been awarded.

1. Scope of Agreement

Separate agreements shall be signed for dry lease of each aircraft on terms and

conditions as explained in this Section B – General Conditions of Contract and

Section C – Special Conditions of Contract.

2. Governing Law

Governing Law of the Lease Agreement shall be Law of United Kingdom.

3. Disputes

Any dispute between the parties shall be resolved under International Chamber of

Commerce - Amicable Dispute Resolution (ICC ADR) Rules, failing which the parties

shall try to resolve these differences through ICC Arbitration which should not be in

conflict with the laws of Pakistan.

4. Civil Aviation Authority Requirement

Aircraft Lessor must comply with the requirements of Pakistan Civil Aviation

Authority (PCAA), FAA and EASA prior to the Delivery of Aircraft. PIA shall ensure

that all PCAA requirements are followed in the operation of the aircraft during the

lease term.

5. Payment Terms

i) Currency of Payment: throughout the term of contract, all the payments

between the two parties shall be in US Dollars.

ii) Invoice: Lessor shall send the monthly rental invoice at least ten days before

the start of each rent period.

iii) Lease Rental: PIA shall pay the monthly lease rental in advance by the due

date.

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iv) Maintenance Reserves: PIA shall make monthly maintenance reserves

payments in arrears based on 1.8:1 hour to cycle ratio (One hour and forty

eight minutes to 01 cycle). Quarterly reconciliation shall be carried out

between PIA and the Lessor based on the actual utilization of the aircraft.

6. Security Deposit

PIA shall make payment against Security Deposit prior to start of the Lease term.

This Security Deposit shall be returned to PIA by the Lessor at the end of Lease

Term prior to the Re-delivery of the Aircraft along with interest accrued during the

period. (Lessor to provide interest rate to be offered on the Security Deposit, which

will be part of the Financial Evaluation)

7. Taxes

Where a Tax Avoidance Agreement (Double Taxation Treaty) exists between the

respective countries of the Lessee and the Lessor; and the lessee is obliged by law

to deduct taxes against payments to the Lessor, the Lessee will bear the tax

incidence and shall make gross payments to the Lessor, without any deduction of

tax chargeable in Pakistan. However, the Lessor undertakes to pass on the benefit

of tax credit obtained under the relevant clauses of the tax treaty to the Lessee,

after filing of income tax return in its country, on the basis of proof of taxes paid

by the Lessee on behalf of Lessor in Pakistan.

In the absence of such tax treaty, the Lessee shall deduct the amount of applicable

taxes from payments due to the Lessor and deposit the same with taxation

authorities in Pakistan.

All other taxes, duties, levies and imposts arising from or relating to such

payments outside Pakistan shall be borne by the Lessor.

8. Insurance

The Lessee will maintain third party liability and property damage insurance, Hull

insurance of agreed value and “All Risks” and “War Risks” insurance of the same

type and covering the same risks as insurance customarily carried by international

scheduled airline operators of aircraft similar to the Aircraft in similar circumstances

and with similar operations of the Lessee.

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9. Quiet Enjoyment

Lessor shall agree that so long as no event of default under the Lease Agreement

has occurred and is continuing, it shall not take or cause to be taken any action

contrary to the PIA’s right to quiet enjoyment of, the continuing possession, use

and operation of the Aircraft during the Lease term.

10. Integrity Pact

The Agreement shall contain a covenant and confirmation by the Lessor that it has

not obtained and/or induced the procurement of the Lease Agreement through any

corrupt business practices as per text at Annex ‘V’.

11. Notices

All the notices to be exchanged between PIA and Lessor, during the lease term,

shall be in writing and sent by courier, fax or email.

12. Indemnities

The Lease Agreement shall have appropriate coverage to provide indemnity for PIA

and lessor as per the normal aviation practice.

13. Force Majeure

Both parties shall agree to appropriate incidents to define Force Majure and its

implications on the performance of the Agreement by either party.

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Section C – Special Conditions of Contract

The details of PIA’s requirements are given below. For the purpose of Lease Agreement

between PIA and the Lessor, they will serve as binding special conditions of the

Agreement.

1. Number of Aircraft and Lease Term

Refer clause 1 (Scope of Bid) and clause 8 given in Section A (Instructions to

Bidders)

2. Early Termination Option

PIA can terminate the contract by giving six month’s notice in advance, after

eighteen months of lease period.

3. Delivery Location

The delivery of aircraft shall take place at mutually agreed location. The cost of

ferrying the aircraft to Pakistan shall be borne by the Lessor.

4. Re-delivery Location

The aircraft will be re-delivered to Lessor at Karachi and all cost related to ferry out

of aircraft from Karachi would be the responsibility of Lessor.

5. Delivery

The Conditions are given in Annex ‘VIII’.

6. Livery

PIA shall convert the aircraft in it’s livery at its own cost and return the aircraft in

PIA’s livery.

7. Maintenance of Aircraft:

To be discussed after First Stage of Bidding Process.

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8. AD / SB Cost:

In case an Airworthiness Directives, Alert or Mandatory Service Bulletins applicable

to the leased aircraft is issued by the regulatory authorities with compliance date

falling within the Lease Term. It will be done at Lessor’s cost. In case of prolonged

grounding of aircraft of over five days arising out of such requirements, PIA shall

be entitled for waiver of lease rent/ maintenance reserve for out of service period.

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Section D – Evaluation of Bids

In order to ensure that the leasing process is conducted in fair and transparent manner,

following Evaluation Criteria will be followed to determine the best suitable aircraft for

PIA in efficient and economical manner:

1. Technical Evaluation Criteria

In order to ensure that the leasing process is conducted in a fair and transparent

manner, following Evaluation Criteria will be followed to determine the best suitable

aircraft for PIA:

Aircraft Delivery (Weightage 20%)

Age As per PIA

Delivery Schedule

One Month

Delay

Upto 3 Months

Delay

More than 3 Months

Delay

Points 10 7 5 0

Aircraft Vintage (Weightage 30%)

Age Upto 3 Years Upto 7 Years Upto 10 Years More than 10 Year

Points 10 7 5 0

Number of Identical Aircraft Offered: (Weightage 10%)

Number of Aircraft 4 3 2 1

Points 10 8 6 4

Engine Shop Visit for Performance or LLP: (Weightage 20%)

Engine Engine 1 Engine 2 APU

< 2 Year 0 0 0

> 2 Years < 3 Years 5 5 5

> 3 Years 10 10 10

Landing Gear: (Weightage 05%)

Major O/H Due Nose Right Left

< 2 Year 0 0 0

> 2 Years < 3 Years 5 5 5

> 3 Years 10 10 10

Major Checks Due: (Weightage 15%)

Major Check Due Check C(20%) Check D(80%)

> 1.3 Year 10 -

< 2 Year N/A 0

> 2 Years < 3 Years N/A 5

> 3 Years N/A 10

Marks will be calculated as per following formula:

A = (Lowest Points / Obtained Points) x 100

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2. Financial Evaluation Criteria

The financial comparison will be based on the Present Value per seat of following

costs over the lease term;

1. Lease Rental 2. Maintenance Reserves

3. Security Deposit (with interest)

4. Fuel Consumption based on applicable Aircraft Performance Degradation

(APD) factor (given below) on 1.8 block hours section at 300 block hours per month.

5. Insurance

6. Impact of acceptable Deviations, if any (Ref. Section A Clause 10-iii-f) Note: PIA shall apply zero APD factor for aircraft with vintage 2010 or later. However, 0.5% APD factor for each year earlier than 2010 with upper limit 7% shall be applied.

Marks will be calculated as per following formula:

B = PVx / PVy x 100

PVx = Present Value of cost of offered aircraft PVy = Highest Present Value of cost amongst all offered aircraft

3. Methodology for Assessing Lowest Evaluated Bid

Following methodology will be used for assessing the Lowest Evaluated Bid:

X = [(A x TEW] + [(B x FEW]

Where,

X = Net Outcome

A = Marks obtained in Technical Criteria

B = Marks obtained in Financial Criteria

TEW = Technical Evaluation Weightage = 30%

FEW = Financial Evaluation Weightage = 70%

Pakistan International Airlines

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Annex - I

Bidder Profile

Name of the Company:

__________________________________________________

________________________________________________________________________

Head Office Address:

____________________________________________________

________________________________________________________________________

Local Office Address (If any)

______________________________________________

____________________________(Address in Pakistan)

___________________________

Contact / Focal Person:

Name:

_____________________________________________________________

Designation:

_____________________________________________________________

Telephone:

_____________________________________________________________

Fax:

_____________________________________________________________

Email:

_____________________________________________________________

Type of the Company:

1. Public 2. Private 3. Other

Company Ownership Proof:

(Photo copies of ownership documents and detail of major share holders of company should be attached)

Type and Size of Fleet:

(List of aircraft with ownership rights should be attached)

List of Customer Airlines: (List of current / previous aircraft should be attached herewith)

Financial Health:

(Provide last three years Annual Reports)

Pakistan International Airlines

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Corresponding Bank Details:

______________________________________________

________________________________________________________________________

________________________________________________________________________

Signature: _____________________ Title: ____________________________

Print Name: ____________________

Date: _____________ Company Stamp: __________________

Pakistan International Airlines

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Annex - II

Aircraft Requirement

Description Requirement Please specify ‘Yes’ or ‘No’

Configuration

Seating Capacity • 162 Seat as per below seat pitch

• First 5 rows in Economy Class with minimum 34” pitch

• Rest Economy Class with minimum

31” pitch

(Note: In case of trim seats, 1” allowance

will be given)

• Partition / divider after 5th row

Lavatories Minimum 3

Coat Closet One (01)

Cabin Attendant Seats At lease six (06)

(Note: In case less than 6 seats, penalty shall apply on Pax. seat)

Galley

Stowage for Full Size Meal Carts

Thirteen (13)

Oven For 162 casseroles

Ice Drawer (Bin) Two (02)

Stowage for Std Container Ten (10)

Rapid Boiler Two (02)

Stowage for Waste Bin Two (02)

General

Crew Oxygen 115 cu. Ft

Fuel Gauges

In Kilograms

Pakistan International Airlines

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Description

Requirement

Please specify

‘Yes’ or ‘No’

Manuals and

Documents

Flight Operations As per Annex – IIA

Engineering As per Annex – IIB

Flight Services One Flight Attendant Manual by Manufacturer per Aircraft

Airport Services One Ramp handling Manual per

aircraft

Avionics

Flight Management

System

Single

Distance Measuring

Equipment (DME)

Dual

Traffic Collision Avoidance

System (TCAS)

Change 7

VHF Omni Directional

Range (VOR)

Dual

VHF Communication Dual having 8.33 KHz spacing channel

Weather Radar with PWS Single

HF Dual if SATCOM is not installed

Enhanced Ground

Proximity Warning System

(EGPWS)

Honeywell to standardize with PIA

present fleet

Pakistan International Airlines

Page 28 of 48

Annex- IIA

Flight Operations Documents Requirement

Following documents with quantity as indicated are required:

S.No. Publication Qty Per Unit

1 Airplane Flight Manual 2 Per aircraft

2 Flight Crew Operations Manual 20 Per aircraft

3 Weight and Balance Manual 2 Per aircraft

4 Master Minimum Equipment List 2 Per aircraft

5 Dispatch Deviation Guide 3 Per aircraft

6 Airport Planning Document 1 Per aircraft

7 Equipment List 1 Per aircraft

8 Baggage/Cargo Loading Manual 1 Per aircraft

9 Live Animal Transportation Manual 1 Per aircraft

10 Test Flight Document 1 Per aircraft

11 Flight Crew Training Manual 20 Per aircraft

12 Fuel Measuring Sticks Manual 1 Per aircraft

13 Cockpit Layout Panels 1 Per aircraft

14 Performance Engineering Manual 1 Per aircraft

15 Loading Schedule substantiation Document 1 Per aircraft

16 Performance Software Programme including Airport Analysis and In Flight Performance 1

One Complete

Package

In addition to above documents, two set of hard copy plus one soft copy of all the documents will be needed prior to the induction of aircraft into PIA fleet to meet

CAA Pakistan requirements and to be ready in all respect for start of operation.

REVISION SERVICE

All the required Flight Operations manuals/documents shall be updated with the latest revisions at the time of aircraft induction. The revision service for leased term shall be

provided by the Lessor. In case of Lessor is unable to provide the revision service, the

same will be obtained from the manufacturer and the cost of the revision service will be paid by the Lessor.

Pakistan International Airlines

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Annex- IIB

Engineering Documents Requirement

Following Technical Publications are required in the hard copy as per quantity

mentioned below:

S.No. Publication Qty

1 Aircraft Maintenance Manual 06

2 Fault Isolation Manual 06

3 Wiring Diagram Manual 06

4 System Schematic Manual 06

5 Illustrated Parts Catalog 06

6 Illustrated Tools and Equipment Manual 02

7 Ground Support Equipment Manual 02

8 Customized Maintenance Planning Document 01

9 Non Destructive Testing Manual 02

10 Power Plant Build-up Manual 02

11 Standard Overhaul Practices Manual Standard Overhaul Practices Manual

02

12 Standard Wiring Manual 06

13 Structure Repair Manual 06

14 Dispatch Deviation Procedure Guide 06

15 Component Maintenance Manual 10

16 Component Maintenance manual (Vendors) 03

17 Component maintenance Manual (APU only) 06

18 Master Minimum Equipment List 02

19 Facility Planning Document 02

20 Engine Ground Handling Manual 02

21 Engine Shop manual 03

22 Corrosion Prevention Manual 02

23 Fuel Measuring Stick Manual 06

24 Fault Reporting Manual 02

25 Baggage Cargo Loading Manual 02

26 Special Tools & Ground Handling Equipment Drawings & Index 03

27 Airline Maintenance Inspection Intervals Report 02

28 Airplane Recovery Document 02

29 Weight & Balance Manual 03

30 Airplane Characteristics for Airport Planning 02

31 Aircraft Interior Reconfiguration Document 02

32 Vendors (GTS) Service Bulletins, Service letters, GSE Data,

Publication Index)

06

Each

33 Boeing Service Bulletins, Service Letter. Advisory Circulars and

Telexes 06

34 Customized Task Cards 02

35 Detailed Specifications 05

36 Supplemental Structural Significant Item Document 02

37 Maintenance Review Board Document 02

38 Standard Practices Manual 10

39 Electrical Load Analysis Manual 02

Pakistan International Airlines

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In addition to the hard copy, four sets (04) of CDs are required of all Technical

Publications mentioned above.

REVISION SERVICE

All the required Engineering manuals/documents shall be updated with the latest revisions at the time of aircraft induction. The revision service for leased term

shall be provided by the Lessor. In case of Lessor is unable to provide the

revision service, the same will be obtained from the manufacturer and the cost of

the revision service will be paid by the Lessor.

Pakistan International Airlines

Page 31 of 48

Annex - III

Technical Information

1. Aircraft Availability

The bidder will have to confirm the delivery schedule by which the aircraft

becomes available.

2. Product/Spare Support Package

The bidder should provide the details of, if any, Product/ Spare Support Package

that it is offering to PIA with aircraft.

3. Flight Plan

The bidder should provide a Flight Plan for KHI-LHE sector. Route / Ground Rules

is given in Annex - IIIA.

4. Aircraft Specifications as of ______ 2012

Bidders would be required to provide all the latest version of technical information

including standard technical specifications, options available and the related

documentation / drawings thereof.

In case of used aircraft, bidders shall provide the following aircraft technical details

separately for each aircraft.

Aircraft Identification

Manufacturer: Type and Model: Serial Number:

Date of Manufacture: Current Registration:

Current Operator: Current Owner:

Airframe Status

Total Airframe Hours:

Total Cycles (Landings):

Validity of CoA:

Next Weighing Due on:

Pakistan International Airlines

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Check ‘C’ Check ‘D’

Last Major Overhaul Accomplished:

Time Since Last Major Overhaul:

Next Major Overhaul:

Time to Next Major Overhaul:

Principal Operating Weights

Maximum Taxi Weight:

Maximum Take-Off Weight: Maximum Landing Weight:

Maximum Zero Fuel Weight: Operating Empty Weight:

Fuel Data

Fuel Capacity Total (Liters/USG):

Airframe Maintenance Program

Check Type Time Between Checks --- Hours/Cycles/Period

‘A’ or Equivalent ‘C’ or Equivalent

‘D’ or Equivalent

Airworthiness Directives Status

AD (FAA & EASA) falling due within next two years

Sr # Description Due Date

Interior Configuration

Current Passenger Seating: No. of seats Seat Vendor

Seat Model/make Seat Pitch

FIRST CLASS

BUSIESS CLASS ECONOMY CLASS

Toilets: Total ___ (__ Fwd, __ Aft)

Galleys * Total ___ (__ Fwd, __ Aft) Coat Closet In-Flight Entertainment

Cabin Attendant Seats

* Aircraft LOPA and details of Galley Inserts to be attached with this document.

Pakistan International Airlines

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Landing Gears

Nose Gear LH Wing Gear RH Wing Gear Vendor

Part Number Time Since Overhaul

Next Overhaul due date

Installed Engines

Engine Type and Model: Position No 1 No 2

Serial Number Total Time Since New (TSN) Total Cycles Since New (CSN)

Time Since Last Shop Visit (TSLV) Cycles since Last Shop Visit (CSLSV)

Time to Overhaul/Shop Visit: First Engine Cycles Limiter

Auxiliary Power Unit (APU)

Manufacturer: Type and Model: Total Time Since New:

Total Cycles: Time Since Last Shop Visit:

Cycles Since Overhaul:

Wheels ad Brakes

Manufacturer: Type of Brakes

Brake Fans (Yes/No)

Lessor shall also provide a copy of the following three items:

1) Component Readiness (HT+OC items)

2) Aircraft Inspection Readiness 3) Engine, APU and Landing Gear LLP list

Pakistan International Airlines

Page 34 of 48

Annex- IIIA

Ground Rules for Flight Plan

The route for KHI-LHE sector is given below:

OPKC - BADI2C - BADIL-J112 – LEMON - LEMO2A - OPLA

• Lessor shall apply zero APD factor for aircraft with vintage 2010 or later. However,

0.5% APD factor for each year earlier than 2010 with upper limit 7% shall be

applied.

• Fuel Density — 3.0 kg/usg

• Temperature Conditions for takeoff — ISA+20

• Operating Weight

Following rules shall be observed:

1. An allowance of 10 kg for each crew member and passenger for food,

beverage and passenger service equipment will be used.

2. Cockpit crew weight at 81 kg each and Cabin Crew weight at 75 kg each.

Cockpit/Cabin Crew combination is 2/6.

3. Following allowances for crew baggage and manuals will be used.

• Cockpit crew ----- 30 kg each

• Cabin crew ------- 20 kg each

4. Total 20 kg additional for Books & Manuals in the Cockpit.

5. Flight pack weight will be 300 kg

FUEL POLICY

Time & Fuel Allowances

Engine Start and Taxi Out ---- 12 Min

Taxi In (fuel from reserve) --- 8 Min

Approach and Landing -------- 10 Min

Takeoff

Takeoff begins at brake release and ends at 1,500 feet above the departing runway

with no distance credit taken for distance traveled from the end of the runway.

Pakistan International Airlines

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Climb

The climb segment begins at 1,500 feet above the departed runway and ends upon

reaching the initial cruise altitude. The most fuel efficient climb procedure is used

limited to a maximum speed of 250 knots at altitude below 10,000 feet. Full credit will

be taken for distance traveled during climb. Wind during climb is calculated as seventy

percent of the initial cruise wind at top of the climb.

Cruise

The most fuel efficient cruise is used on all routes. Step climb procedures are performed

to minimize fuel consumption and maximize payload capability. Each step altitude is

maintained for a minimum of ten minutes. A balanced profile is used such that at-

least one half of total flight distance is flown in cruise. Winds in cruise are eighty five

percent probability annual values.

Descent

Descent begins at final cruise altitude and ends at 1,500 feet above the destination

airport. The most fuel efficient descent procedure is used. Full credit is given for

distance traveled in descent. Wind during descent will be seventy percent of the final

cruise wind at top of descent.

Enroute Temperature

ISA+ 15 degrees C

Approach and Landing

Approach and landing begins at 1,500 feet above the destination airport. No credit is

given for distance traveled during approach and landing.

Fuel Reserves Policy

The following segments are considered when calculating the reserve quantity:

Contingency Fuel

Contingency fuel is calculated at five percent of the trip fuel at the end of cruise

conditions. Minimum contingency is that associated with a sixty minute flight while

maximum contingency is that associated with a four hour flight.

Pakistan International Airlines

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Missed Approach, Climb, Cruise, Descent, Approach-Landing

The flight to alternate segments are calculated for alternate ranges as specified above

at zero wind and ISA condition. Distance to alternate shall not be less than 100 NM.

Hold

Reserve fuel includes fuel for thirty minutes in clean configuration hold at 1,500 feet

above the alternate airport in ISA conditions at estimated landing weight at alternate.

Pakistan International Airlines

Page 37 of 48

Annex - IV

Form of Bid — First Stage Bid

Date: ____________

Ref: DCS/Lease/737-800

To: Director Corporate Services

Pakistan International Airlines

Dear Sir,

Having examined the Bidding Documents, we, the undersigned, offer lease of

__________________ aircraft as per following delivery schedule under the tender

reference DCS/Lease/737-800 in full conformity with the said Bidding Documents.

Delivery Date

1st Aircraft: _________________

2nd Aircraft: _________________

3rd Aircraft: _________________

4th Aircraft: _________________

We further undertake, if invited to do so by you, and at our own cost, to attend a

clarification meeting at a place of your choice, for the purpose of reviewing our First

Stage Bid and duly noting all amendments and additions thereto, and noting omissions

there from that you may require.

We further undertake, upon receiving your written invitation, to proceed with the

preparation of our Second Stage Bid as explained in the Bidding Documents.

We agree to abide by this First Stage Bid, for a period of 120 days from the date fixed

for submission of bids as stipulated in the Bidding Documents, and together with the

above written undertakings, it shall remain binding on us, provided that we are invited

to attend a clarification meeting with you before the expiration of that period.

Dated this day of , 19

_________________________________

Pakistan International Airlines

Page 38 of 48

Signature of Authorized Person

Name : ___________________________

Position: __________________________

Official Seal

Pakistan International Airlines

Page 39 of 48

Annex - V

Integrity Pact

[Name of Lessor] hereby declares its intention not to obtain or induce the procurement

of any contract, right, interest, privilege or other obligation or benefit from Government of Pakistan or any administrative subdivision or agency thereof or any other entity owned or controlled by it (GoP) through any corrupt business practice.

Without limiting the generality of the foregoing, [Name of Lessor] represents and

warrants that it has fully declared the brokerage, commission, fees etc. paid or payable

to anyone and not given or agreed to give and shall not give or agree to give to anyone within or outside Pakistan either directly or indirectly through any natural or juridical

person, including its affiliate, agent, associate, broker, consultant, director, promoter, shareholder, sponsor or subsidiary, any commission, gratification, bribe, finder’s fee or kickback, whether described as consultation fee or otherwise, with the object of

obtaining or including the procurement of a contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoP, except that which has been

expressly declared pursuant hereto.

[Name of Lessor] certifies that it has made and will make full disclosure of all

agreements and arrangements with all persons in respect of or related to the

transaction with GoP and has not taken any action or will not take any action to circumvent the above declaration, representation or warranty.

[Name of Lessor] accepts full responsibility and strict liability for making any false

declaration, not making full disclosure, misrepresenting facts or taking any action likely to defeat the purpose of this declaration, representation and warranty. It agrees that

any contract, right, interest, privilege or other obligation or benefit obtained or procured

as aforesaid shall, without prejudice to any other right and remedies available to GoP

under any law, contract or other instrument, be voidable at the option of GoP.

Notwithstanding any rights and remedies exercised by GoP in this regard, [Name of

Lessor] agrees to indemnify GoP for any loss or damage incurred by it on account of its

corrupt business practices and further pay compensation to GoP in an amount equivalent to ten time the sum of any commission, gratification, bribe, finder’s fee or

kickback given by [Name of Lessor] as aforesaid for the purpose of obtaining or

inducing the procurement of any contract, right, interest, privilege or other obligation or benefit in whatsoever form from GoP.

________________________ Signature of the Lessor

(Name, Title and Address)

(Official Seal)

Pakistan International Airlines

Page 40 of 48

Annex - VI

Financial Proposal

1. General

The Financial Proposal shall be read in conjunction with the conditions of tender

together with the Technical Proposal.

2. Currency of Prices

US Dollars (USD).

3. Rates and Prices

i) The Financial Proposal shall be provided in the form of Monthly Lease

Rental, Maintenance Reserves and Security Deposit.

ii) Prices shall be filled in indelible ink, and any alterations necessary due to

errors, etc., shall be initialed by the bidder.

iii) Except as otherwise expressly provided, the rates and amounts entered in

the Financial Proposal shall be the rates at which the Lessor shall be paid.

iv) Unless otherwise stipulated, the rates and prices entered by the bidder

shall not be subject to adjustment during the performance of the

Contract.

v) The whole cost of complying with the provisions of the Contract shall be

included in the items provided in the Financial Proposal.

vi) The rates, prices and amounts shall be entered against each item in the

Financial Proposal. Any item against which no rate or price is entered by

the bidder will not be paid for by PIA and shall be deemed covered by the

rates and prices for other items in the Financial Proposal.

vii) The bidder shall be deemed to have obtained all information which may

affect the bid price.

Pakistan International Airlines

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4. Lease Rental

Form of Lease Rental

Description Unit Rate

Monthly Lease Rental Rate

USD/Month

(In Figures)____________________

(In Words)_____________________

5. Maintenance Reserve

Based on 1.4:1, 1.8:1 and 2.2:1 Flight Hours to Cycle ratio with annual utilization

of 3,000 Flight Hours

Form of Maintenance Reserves

Type of Reserves Amount Parameter

Airframe Reserves USD _______ Per Calendar Month

Engine LLP Reserves USD _______ Per Engine Cycle

Landing Gear Reserves USD _______ Per Month

APU Reserves USD _______ Per APU Hour

Engine Performance Reserves Ratio of Operation (Per Engine)

1.4 :1 USD _______ Per Flight Hour

1.8 :1 USD _______ Per Flight Hour

2.2 :1 USD _______ Per Flight Hour

Variance factor if less than 1.4: 1 _______

Variance factor if greater than 2.2:1

Misc: Other Reserve (if Any)

_______

PIA shall make monthly maintenance reserves payments based on 1.8:1 hour to cycle ratio. Quarterly reconciliation shall be carried out between PIA and the Lessor based on the actual utilization of the aircraft.

6. Security Deposit

Bidders would be required to provide the details of security deposit by filling in the

below form.

Pakistan International Airlines

Page 42 of 48

Form of Security Deposit

Description Details

Security Deposit

USD (in figures) ___________________________

USD (in words) ___________________________

Interest Rate

on Deposit (% per annum) _________________

7. Product / Spare Support Package

The Financial Proposal must be inclusive of Product/ Spare Support Package.

Pakistan International Airlines

Page 43 of 48

Annex - VII

Form of Bid — Second Stage Bid

Date: ____________

Ref: DCS/Lease/737-800

To: Director Corporate Services

Pakistan International Airlines

Dear Sir,

Having examined the Bidding Documents, and your requirements highlighted during discussions after the submission of our First Stage Bid, we, the undersigned, offer lease

of ____________number of aircraft under the above-named Tender in full conformity

with the said Bidding Documents against the terms and conditions mentioned in the Financial Proposal ‘Annex – VI’.

We undertake, if our bid is accepted, to make the Aircraft ready for Delivery as per the

dates mentioned in our bid.

We agree to abide by this bid, for a period of 90 days from the date fixed for

submission of the Second Stage Bids as stipulated in the letter of invitation to submit a Second Stage Bid, and it shall remain binding on us and may be accepted by you at any

time before the expiration of that period.

Until a formal contract is prepared and executed between us, this bid, together with

your written acceptance thereof and your notification of award shall constitute a binding contract between us.

We understand that you are not bound to accept the lowest or any bid you may receive.

Dated this day of , 19

_________________________________

Signature of Authorized Person

Name : ___________________________

Position: __________________________

Official Seal

Pakistan International Airlines

Page 44 of 48

Annex - VIII

Form of Contract Agreement

This Contract Agreement (hereinafter called the “Agreement”) made on the _____ day

of _____________ (month) 20_____ between Pakistan International Airline (hereafter

called the “PIA”) of the one part and _____________________________________

(hereafter called the “Lessor”) of the other part.

WHEREAS PIA is desirous that certain _______________ (MSN # ________) should be

provided by the Lessor and has accepted a bid by the Lessor for execution.

NOW this Agreement witnessed as follows:

1. In this Agreement words and expressions shall have the same meanings as are

respectively assigned to them in the Conditions of Contract hereinafter referred

to.

2. The following documents after incorporating addenda, if any except those parts

relating to Instructions to Bidders shall be deemed to form and be read and

construed as part of this Agreement, viz:

i) The Contract Agreement

ii) The Letter of Acceptance

iii) The Completed Form of Bid

iv) The Special Conditions of the Contract

v) The General Conditions of Contract

vi) The Technical Proposal

vii) The Completed Financial Proposal

viii) Integrity Pact

3. In consideration of the payments to be made by PIA to the Lessor as hereinafter

mentioned, the Lessor hereby covenants with PIA to provide the Aircraft in

accordance with the provisions of the Contract.

Pakistan International Airlines

Page 45 of 48

4. PIA hereby covenants to pay the Lessor, in consideration of the execution and

completion of the Contract such sums as may become payable under the

provisions of the Contract at the times and in the manner prescribed by the

Contract.

In witness whereof the parties hereto have caused this Contract Agreement to be

executed on the day, month and year first before written in accordance with their

respective laws.

Signature of the Lessor Signature of PIA

______________________ _____________________ (Seal) (Seal)

Witness: Witness:

________________________ __________________________

(Name, Title and Address) (Name, Title and Address)

Pakistan International Airlines

Page 46 of 48

Annex - IX

PIA Delivery Conditions

i) Aircraft

a) The Aircraft shall be in compliance with all MPD tasks

ii) Engines

a) A maximum power assurance run will be carried out on each Engine

following completion of the delivery check. Following the acceptance

flight, a video recorded borescope of all modules in each of the Engines

will be carried out

iii) Landing Gear

a) Each LLP within the Landing Gear shall have at least the same number

of cycles remaining to replacement as are remaining to overhaul of the

Landing Gear.

iv) Auxiliary Power Unit (APU)

a) The APU shall be serviceable and operating with all air and temperature

outputs in the normal range.

b) Following the acceptance flight, a video recorded borescope of the APU

will be carried out.

v) Configuration & Interior

a) The interior configuration will accommodate around 162 passengers.

b) The galley floor coverings, carpets, seat covers and seat bottom

cushions shall be clean and in good condition.

c) Audio systems shall be demonstrated to be fully functional.

d) Galley equipment (coffee makers, ovens, hot cups, etc.) shall be

functionally checked and working in accordance with manufacturers

specifications.

e) Overhead bins, ceiling and side wall panels shall be clean, serviceable

and in good condition.

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Page 47 of 48

f) Seats, galleys and lavatories shall be clean, serviceable and in good

working condition.

vi) Cargo Compartment

Cargo linings shall be free of holes, dents, gouges, Cargo nets will be in good

condition with no tears or frayed areas.

vii) Certification and Export

a) The Aircraft shall be in full compliance with applicable Type Certificate

Data Sheets,

b) Delivered with a Standard Certificate of Airworthiness or an Export

Certificate of Airworthiness issued by the FAA

c) In such condition as to be immediately eligible for issuance of a

Standard Certificate of airworthiness from the country of manufacture;

and

d) Equipped for commercial passenger operations under EASA OPS-I.

viii) Airworthiness Directives

a) Each AD issued by the country of manufacturer and effective on or prior

to delivery shall have at least 180 days (with respect to AD specified

calendar limit), 1000 Flight Hours (with respect to AD specified Flight

Hours limit) and 1000 cycles (with respect to AD specified cycles limit)

remaining to next required compliance and shall have been complied

with on a terminating action basis if such option is available.

b) Any such AD having a limit less than the above stated limits shall have

been freshly accomplished.

ix) Repairs

a) There will be no temporary, time limited or interim repairs on the

aircraft.

b) Any external doubler repairs on the aircraft shall be noted in the

Certificate of Acceptance.

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Page 48 of 48

x) Acceptance Flight

a) Delivery will be subject to satisfactory completion of an acceptance flight

based on the manufacturer’s acceptance flight profile for new/used

Aircraft.

b) The duration of such flight shall be no more than two (2) flight hours.

Lessee’s representatives shall be entitled to observe.

xi) Records

Records shall conform to Country of Registration Authority standard in form

and content.