air india limitedtenders.airindia.in/uploads/technical audit of assets_0... · 2020. 7. 1. ·...

AIR INDIA LIMITED

Tender ref: AI/ENG/01 Date: 23.10.2019

Sub: Tender inviting quotations for the Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI and AIXL

Air India Limited (AI) is a scheduled full service airline, wholly owned by the Government of India. Air India Express Ltd. (AIXL) is a low-cost carrier and is a wholly owned subsidiary of Air India Ltd. AI’s present fleet of 125 aircraft has a mix of Boeing and Airbus aircrafts. AIXL’s fleet comprises of 25 Boeing aircrafts. AI invites bids from experienced and reputed Aircraft Asset Management companies for carrying out Technical Audit and

due diligence of its owned and leased fleet. This tender is in Two bid (Technical & Commercial bid) system.

The Structure of the Tender Document is tabulated below:Page 1 of 36

TENDER ATTACHMENTS

S/N Particulars Annexure

1. Fleet type, numbers, bases and Workscope I

2 General Information for Bid submission and Disclaimer for the Tender II

3 General Terms and Conditions III

4 a. Technical Evaluation criteria and Marking IV a

b.Commercial Bid Evaluation criteria IV b

5 General Information to be filled by the bidder and submitted with Technical Bid V

6. Pre-Qualification (PQ) Criteria and Technical Bid Format ( to be filled by the Bidder)

VI

7 Details of PREVIOUS TECHNICAL DUE DILIGENCE ASSIGNMENTS ( to be submitted with Technical Bid)

VII

8 PROFILE OF Bidding Entity (to be submitted with Technical Bid) VIII

9 Unconditional acceptance certificate-Undertaking to be submitted by the Bidder along with Technical Bid

IX

10 Commercial Bid X

11 Integrity Pact (to be submitted duly signed by the bidder)-No change in the Integrity Pact Acceptable

XI

12 Non Disclosure Agreement (NDA)-No change in the NDA Acceptable XII

1 / 36

1.The technical due diligence is to be carried out on the entire fleet of AI and AIXL as listed in the Air Operators certificates issued by DGCA. The details of the Fleet are as follows:

Fleet type and number of aircraft

Sr. No. Aircraft Type Engine Type Number of aircraft in fleet

Base

Air India Aircraft

1 B-777 LR GE90-110B1L1 03 Mumbai

2 B-777 ER GE90-115BL 13 Mumbai

3 B-787 Dreamliner GENX-1B70,-1B67 27 Mumbai

4 B-747 P&W4056 04 Mumbai

5 A-319 CFM56-5B 22 Kolkata

6 A-320-214 CFM56-5B 09 Delhi

7 A-320-251N CFM56 Leap1A 27 Delhi

8 A-321 CFM56-5B 20 Mumbai

AIXL Aircraft

9 B737-800 CFM56-7B/7BE 25 Trivandrum / Mumbai

Table 1: Air India Fleet

Aircraft Type Owned Finance Lease

Sale & Leaseback

Dry Lease

Total Aircrafts

Operational Fleet

Wide Body

B777-200LR - 3 - - 3

B777-300ER 1 12 - - 13

B747-400 4 - - - 4

B787-800 6 - 21 - 27

Wide Body Total 11 15 21 - 47

Narrow Body

A320-214 (CEO) 4 - - - 4

A320-214 (CEO) - - - 5 5

A320-NEO - - - 27 27

A320 4 - - 32 36

A319-100 - - - 3 3

A319-112 10 9 - - 19

A319 10 9 - 3 22

A321 8 12 - - 20

Narrow Body Total 22 21 - 35 78

Total AI Fleet 33 36 21 35 125

Tender inviting quotations for the Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI

and AIXL

Scope of work with Fleet type and numbers with bases

Annexure I

2 / 36


Sale & Leaseback

Dry Lease

Total Aircrafts

Grounded Aircraft**

B747-400 1 1

B777 2 2

B787-8 4 4

A319 5 1 - - 6

A320 - - - - -

A321 5 2 - - 7

Total Grounded Aircraft

17 3 - - 20

** The actual number of Grounded aircraft (temporarily grounded due short of engines/

landing gears and components) as on 23rd Oct 2019 which may vary during the period of

execution of the assigned scope of work.

Table 2: Air India Express Ltd Fleet


Sale & Leaseback

Dry Lease

Total Aircrafts

Operational Fleet

B 737-800 08 09 - 08 25

3 / 36

2. Scope of Work for Technical Due Diligence and Audit

Sr. No Details of Work-scope

1

A. Technical Audit and Physical Aircraft Inspection i. 100% Assessment of Aircraft Records and Documentation of aircraft fleet of AI and AIXL

ii. 50% Physical Inspection of the condition of Owned and Finance Leased aircraft – iii. Cross verification of aircraft physical exterior and interior to the records (such as Dent and buckle

chart, repair work orders and OEM communications) iv. Broad assessment of the estimated expenditure and time projected to be incurred for rectifying

any shortcomings identified as result of the Inspection and audit.

v. In addition to the above, the work-scope should include inter-alia the following and report on each items factual information/data compiled : a. Review of Damage history records, including actions taken by AI; b. Review of last C check records, findings etc; c. Review of the AMP (Aircraft Maintenance Program) and compliance to latest revision

status; d. Compliance status with respect to Mandatory AD (Airworthiness Directives)’s and SB

(Service Bulletin)’s; e. Compliance status with respect to Recommended AD’s and SB’s; f. Review Corrosion Maintenance Program and history in this regard for each aircraft; g. Collect details of all aircraft related hours / cycles / time limited items / components with

cycles and time since last checks (dates upto which data compiled to be stated for each aircraft and item) for such compilation ;

h. Collect details of all other/minor modifications, if any.

2

Assessment of all Grounded aircraft i.Identification of the reasons for the aircraft being on ground.

ii.Broad assessment of the estimated expenditure and the projected time required to operationalize the aircraft on ground.

iii.The assessment should include and consider, inter-alia, the following and report on each items factual information/data compiled: a. Review all the aircraft on AI and AIXL AOC (Air Operator Certificate) b. Review the Certificate of Airworthiness/Airworthiness Review Certificate (ARC) for each

grounded aircraft; c. Status of all maintenance activity checks related to the grounded aircraft; d. Status of the Mandatory AD’s and SB’s on the grounded aircraft; e. Status of Recommended AD’s and SB’s on the grounded aircraft; f. Review of estimate for future expenditure related to time limited items / components --

LLP status (Aircraft, Engine, Landing gear, APU).

3

Assessment of all Major Assemblies –

i. Cross verification of all major assemblies (Major assemblies like Aircraft, Engine, Landing Gear and APU (Auxiliary Power Unit)), with the physical status of availability vis-à-vis the titled Airframe. ii. All records of all assemblies to be checked for the Back to Birth tracing of all LLPs (Life Limited Parts) of the Engines, Landing gears and APU. Also, the residual life for each major assembly to be highlighted.

iii. The review should inter-alia include and consider the following and report on each items

factual information/data compiled: a. Review of the Back to Birth records; b. Review of ownership/lease/exchange arrangement of each major item / component; c. Review of service history of each major item/ component; d. Details of cycles and time since last overhaul of Engines, Landing Gear and APU; e. Review of the Engine LLP replacement at each shop visit (replaced with new or with used LLP with

time remaining LLP’s; Review of the APU and Engines maintenance agreements (Time & materials arrangement or power by the hour arrangement)

4

Status of original title aircraft and major assemblies vis-à-vis the current status/availability of these aircraft engines, landing gear and APU installed in some other aircraft – so that the same can be traced and reinstalled on the original aircraft.

4 / 36

The financial estimates and timelines for restoring the major assemblies with the titled Aircraft be projected and provided.

5 Engine Thrust Rating Verification – Thrust rating on each aircraft type to be reviewed and reported

6 Maximum Take Off Weight (MTOW)- Verification of the current MTOW, confirming the same as on aircraft delivery (MTOW for aircraft taken on leased/owned).

7 Records Physical Verification- Review and physical verification of the prescribed records (for major checks) for the condition and completeness as per the requirements.

8

Records Review - Review of the aircraft records to make sure no gap was left during the maintenance and

highlighting the same, if there is any such maintenance task pending. During the records review, all AD/SB, MODs, EOs, LDND (Last Done Next Due), Major Check History and Check forecasts to be verified.

9

Review of status of compensation claimed vs. realized under the Warranties; Review the aircraft and engine purchase agreements having such standard provisions in line with best industry practices. The assessment should include inter-alia the following:

• Review of any specific delivery conditions and lessor requirements and • Review of cost optimization procedures to minimize redelivery payments and maximize receipts

10

Assessment of remaining useful life, historical usage and maintenance performed on the owned and leased aircraft LLP parts (Landing gear, aircraft engine and APU) and their present condition. The assessment should include review of any specific redelivery conditions and lessor requirements

11

Supplemental Type Certificates (STC) - All STCs embodied will be verified for the effectiveness and completeness of records with RTU (Right to Use) letters. Detailed Review of all STC’s, including the ownership of the STC IP and implications for any retro fit

12 Mandatory modifications (SB/AD compliance) – The Technical audit carried out to confirm status of

SB/AD’s due in the fleet and their estimated cost of compliance, including ground time

13

Engines/APUs/Landing Gears/Parts in shop: A report with full details of shop location, work-scope and

time since sent, to be presented for each Parts/units which are presently in repair shops and yet to be

released

14

B. Review of Aircraft and Engines Lease Agreements

a. Review of the leased aircraft lease agreements and cash-flow related to rent, maintenance and

reserves or compensation clauses;

b. review of the leased aircraft agreements -if they have standard contractual provisions in line with best

industry practices.

c. Identification of major variations between lease agreement requirements (including for maintenance

reserves) and the actual conditions of the aircraft.

d. The detailed assessment should include inter-alia the following:

i. Detailed review and analysis of the lease re-delivery/return conditions; ii. Review and evaluation of the maintenance buy out (MBO) clause if one exists;

iii. Review of Maintenance Reserve payments or guarantees (e.g. L/C) if any; iv. Review lease contractual conditions for Mandatory AD’s and SB’s, and compliance with same v. Detailed review of the current cycles / hours / time aircraft data and based on these operational

levels, advise best estimates of these factors at end of lease

15

Maintenance reserves – i.Review of Maintenance Reserve payments, where applicable

ii.Estimation of the end of lease payment for “burnt life” of airframe and engine where cash MRs not paid.

iii.Forecasting future maintenance requirements/expenses/liabilities involved.

The detailed assessment should include inter-alia the following: a. Review of maintenance reserve reconciliation mechanism in the lease; b. Review of any maintenance agreements in respect of airframe / engines /

APU’s / components vis-à-vis MRs for such items; c. Review and evaluate the implications of the maintenance buy out if it exists; d. Review of the current cycles / hours / time aircraft data and based on these

operational levels, advise best estimates of these factors at end of lease with a view to minimizing reconciliation pay-outs.

16

Review of the Lease return conditions as per Lease Agreements-Return conditions of leased airplane – i. The estimated cost of satisfying the redelivery conditions as agreed in the executed lease

agreement to be mapped and highlighted.

5 / 36

Note: 1. The bidder is required to conduct the Technical Audit and related activities as indicated in detailed

work scope at para 2 above and will submit Technical bid in a sealed envelope Super scribed as “Technical Bid” confirming compliance to the tender requirements and documentation to be submitted therein.

ii. The lease agreement to be evaluated if an early termination is available so that it can be aligned

with the maintenance checks.

iii. Review and analysis of the lease delivery conditions including evaluation of buyout conditions, if

any

17 C. Provide detailed technical due diligence data room info list and assistance in setting

up technical data room

18

Responding to queries of Air India (AI), Government of India (GOI), Transaction Advisor (TA) to GOI for the disinvestment of AI and potential bidders of AI on technical aspects. This should include inter-alia the following:

a. Advise structure of the Data-room according to aircraft type / ATA chapter etc. to facilitate ease of location and access for data;

b. Common and consistent file naming nomenclature; c. Establish and maintain a database of all queries and their responses, available to all; d. SLA for responses to all queries according to criticality and time criteria; e. On call service to answer queries to be manned by a dedicated technically skilled manpower; f. Prepare presentation on the report/ report findings and g. Detailed handover of all documentation etc at project completion

19

Manpower: i. The Team Leader and Team Members deployed for Air India assignments should be having

required skills and technical experience of airline assignment. ii. They would be deployed and based at locations in India as per the requirement of carrying out

work scope under this tender. iii. The bidder will be responsible for the requirements/compliance relating to their positioning in

India and travel/boarding lodging in India for the entire period of contract. iv. The rates quoted in the Commercial bid at Annexure-X for related services should be inclusive of

all such expenses projected to be incurred for the assignments during the contract period. v. The above requirement would be mandated for data room related activity also and a dedicated

technical skilled person should be positioned at data center and available for attending to calls/queries on technical issues as indicated at Sr.No.17 of C. of Annexure-I.

vi. Air India may require change of manpower in case of unsatisfactory performance. vii. As the location of aircraft for physical inspection will be in security restricted area, the access of

the deployed manpower of the bidder will be facilitated by Air India.

20

i. The Bidder, as part of the evaluation of the Technical bids as indicated at Note of Annexure IV (a), would be required to make power point presentation before Air India representatives at Airlines House, Air India Headquarters, Delhi on date and time to be advised separately to each Bidder Applicant.

ii. The proposed presentation is required to cover a description of the approach, methodology and work plan for performing the assignments covering following broad areas:

a. Technical Approach and Methodology, b. Work plan, and c. Team Details.

iii. Authorized Representatives of Bidder shall be allowed to bring along them not more than 3 (three) participants for the power point presentation; and would bring their own computers/laptops etc.

iv. The Presentation should include the details and work-scope as per the Technical bid requirements. v. The evaluation of the presentations will be done by Air India’s management team.

vi. The evaluation will depend on the content and quality of Bidder presentation submissions before the team and average of the total marks assigned by each member of the AI team post presentation shall be considered for Technical evaluation.

vii. Bidder need to submit Hard copy of presentation with Technical Bid to Air India. Soft copy will be submitted to AI after the presentation.

viii. Presentation to Air India Team during Technical Evaluation will be on Bidder Applicant’s own costs.

6 / 36

2. Bid submitted for part of the fleet i.e. partial bids, would stand rejected

3. The technical reports will be presented in mutually agreed formats and will be submitted in hard as well as soft copies with records digitized.

For AIR INDIA LIMITED

(Arun Kumar Bansal)

Executive Director – Engg, Air India New Delhi, India.

Email address: [email protected] Ph.No. 011-23421280/81/82

7 / 36

mailto:[email protected]

Annexure-II General Information – The Tender for Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the

ongoing disinvestment of AI and AIXL

Sr. No. Description Details

1. Tender enquiry No. and Date AI/ENG/01 dated 23/10/2019

2. Brief Description of requirement To provide Technical due Diligence on AI and AIXL

3. Address for submission of bid

Office of the ED(MM), Materials Management Department, Safdarjung Airport,, NewDelhi-110003

4. Date of issue of Tender enquiry 23/10/2019

5. Last date and time of Submission of bids

21/11/2019 upto 2:30 pm IST

6. Date and time of opening of Technical bid

21/11/2019 at 3:00 pm IST

7. No. of envelopes to be submitted

Envelope 1. Technical Bid Envelope 2. Commercial Bid Envelope 3. Master envelope Both the technical and Commercial bid must be sealed in a Master envelope. Tender enquiry no.AI/ENG/01 dated 23/10/2019, must be mentioned on each envelope.

8. Earnest Money deposit

Amount Rs.2,00,000/- (Rs. Two Lakhs Only) Or USD 2,500 only.(Two thousand five hundred US Dollars only)

DISCLAIMER

The information contained in this TENDER or subsequently provided to applicant(s)/bidder(s) whether verbally or in

documentary or any other form by or on behalf of Air India, is provided to the applicant(s)/bidder(s) on the terms and

conditions set out in this TENDER and such other terms and conditions subject to which such information is provided.

The purpose of this TENDER is to provide interested parties with information that may be useful to them in making their

technical and commercial offers pursuant to this TENDER.

While the document has been prepared in good faith, no representation or warranty, express or implied, is or will be made,

and no responsibility or liability will be accepted by Air India (AI) or any of its employees, in relation to the accuracy or

completeness of this document and any liability thereof is expressly disclaimed. No contractual obligation on behalf of Air

India, whatsoever, shall arise from the offer process unless and until a formal contract is signed and executed by duly

authorized officers of Air India and the bidder.

Air India make no representation or warranty and shall have no liability to any person, including any applicant or bidder

under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss,

damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this TENDER

or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the TENDER and any assessment,

assumption, statement or information contained therein or deemed to form part of this TENDER or arising in any way in

the bidding process.

Air India also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising

from reliance of any applicant or bidder upon the statements contained in this TENDER. AIL reserves the right to cancel

the tender, if so desired, at any stage without making any reference to the Bidder(s).

8 / 36

This tender is governed by the following terms and conditions. Bidders are requested to note the same and comply with the same wholly and un-conditionally, without any deviations.

Sr. No. Terms and Conditions

1

a) Bidders must submit their bids in hard copy only, duly signed by the authorized signatory. b) Bids received through fax and / or through e-mail will not be considered. c) Tenders received late, delivered at an address other than as specified in the tender, or delayed in

transit will not be accepted irrespective of whether the delay has arisen on account of the delivery system, i.e. Postal, courier, etc.

d) Tenders that are incomplete are liable to be rejected. e) Tenders should be duly signed and stamped on every page by an authorized signatory of the bidder. f) The price quoted should be clearly typed / written in figures and words, free from corrections or

overwriting. Corrections, if any, must be authenticated by the full signature of the person who has signed the quotation.

g) No Sub-contracting would be allowed and the bidder would be required to deploy its own resources and skilled manpower to provide the required services under this contract.

h) All financial offers submitted should be in either USD (United States Dollars) or INR only. However, for quotes in USD, SBI TT Selling rate for USD prevailing on the date of opening of the financial bids shall be taken into consideration for financial bid evaluation and arriving at the L-1 rates.

i) Conditional discounts, if any, shall not be given any consideration for purpose of L-1 identification. j) AIR INDIA LIMITED reserves the right to reject in whole or part any bid without assigning any reason

whatsoever. k) The offers should be valid for acceptance by AIR INDIA LIMITED for a minimum period of 180 days

from the date of closing of the tender. l) All information related to the price to be quoted by the Bidder should be given only in the format

of Commercial bid provided in the tender(Annexure-X). m) During the course of evaluation of bids AIR INDIA reserves the right to ask for

clarifications/documents from the bidders and in case any discussions are required with the Bidder during the course of evaluation of the technical bids to clarify issues that cannot be resolved otherwise through emails, telephone calls, etc. the same would be held at New Delhi on dates that are mutually convenient to the Bidder and-AIR INDIA LIMITED. The Bidder would have to depute their personnel to New Delhi for this purpose at their expense.

n) Commercial Bids of only those Bidder, who are found suitable on the basis of evaluation of their technical bids based on compliance of evaluation criteria at Annexure IV & VI, would be opened, and accordingly such Bidder would be intimated in advance by e-mail the date of opening of the Commercial bids.

2

Earnest Money Deposit (hereinafter referred to as “EMD”) (a) An Earnest Money Deposit of US$ 2,500 (USD Two thousand five hundred only)or equivalent in INR

200,000 (INR Two Lakhs only)must be submitted by means of a Bank Draft or Banker's Cheque in favor of Air India Limited, payable at New Delhi, and should be submitted along with the technical bid. In the case of remittance of EMD through wire transfer, proof of remittance is to be submitted along with the Technical Bid. No other mode of payment is acceptable.

(b) Those Bidders who wish to remit the EMD through wire transfer should do so in accordance with the following:

State Bank of India New Delhi Main Branch, Sansad Marg, New Delhi 110 001, INDIA Account No.11084278194 SWIFT No. SBININBB104 IFSC – SBIN0000691 Beneficiary: Air India Limited Airlines House, 113, Gurudwara Rakabganj Road,

Tender for Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI and AIXL

General terms and Conditions

Annexure III

9 / 36

New Delhi 110 001, INDIA (c) EMD (through Bank Draft / Banker’s Cheque), or proof of remittance of the EMD (in case of

remittance through wire transfer), must be submitted along with the technical bid. (d) EMD will not carry any interest. (e) EMD in respect of the successful bidder will be adjusted against Security Deposit (as defined

hereinafter). (f) EMD in the case of unsuccessful bidders will be refunded to them without any interest, within 2

(two) months of award of the contract to the successful bidder. The refund of EMD shall be in the form of an account payee cheque/bank draft or wire transfer in favour of the unsuccessful bidders. Complete bank details may be provided for refund of EMD.

(g) EMD will be forfeited as pre-estimated damages without prejudice to any other right or remedy that may be available to AIR INDIA under the Tender or the Agreement or otherwise, under any of the following circumstances-

i. in the event of an applicant/bidder withdrawing or modifying his Bid after opening of the Commercial Bid and till completion of the tender process, i.e. till the signing of Agreement, and / or

ii. In the event of the applicant/bidder, who has been selected for Agreement, declining to honor the same or to furnish the Security Deposit or Performance Bank Guarantee.

iii. In case the successful bidder, having signed the Agreement, commits any breach thereof prior to furnishing the Security Deposit or the Performance Bank Guarantee.

3

Security Deposit: 5% of the Contract value will be required to be deposited by the successful bidder within 10 days of signing the Contract/LOI whichever is earlier.

4

Contract / Agreement: A contract / agreement will be signed between AIR INDIA LIMITED and the successful bidder based on the work scope & the contract terms and conditions that would be finalized with the successful bidder. The draft contract will be submitted by the bidder following the issue of a Letter of Intent (LOI) by AIR INDIA LIMITED, and the contract to be finalized and signed within 30 days from signing of LOI after due vetting of the draft by AIR INDIA LIMITED. However, the work can commence by the successful bidder after issuance of the LOI by Air India. The Time line for submission of report shall start from the date of issuance of LOI

5 The price offered by the bidder, which is approved and based on which the LOI / Contract would be issued on the successful bidder, would remain firm till completion of the period of contract/agreement. No request for any increase in price under any circumstance would be considered.

6 Penalty Clause: For delay in rendering the services as per the stated terms, Air India reserve the right to impose a penalty @0.5% per week, of the total value of the contract subject to maximum of 10% of total value.

7

Invoicing details: The invoice would be raised by the successful bidder, after completion of the assigned work which should contain the details of the work carried out and submitted to the office of ED(Engg), Air India Limited, for verification and certification action. The invoice should be accompanied by a copy of detailed Audit Report/summary/conclusion to be submitted to the office of ED (Engg), Air India Limited.

8

Taxes a. Each party shall be responsible for taxes in the jurisdiction of their declared tax

residency and the below are the provisions for the taxes in India which shall be applicable to the transactions under the work-scope of this tender.

b. The liability of Indian taxes under the Indian Income tax laws such as With-holding Tax-Tax deduction at source (TDS) (at the tax rates applicable under Indian Income Tax Act) for the Services and other charges are required to be borne by the Bidder. For such TDS deducted, certificates to be available/provided as per the Indian Income tax laws, to the bidder awarded the contract, for obtaining such tax (TDS/WHT) credit.

c. In case of the non-resident bids requiring payments for the agreed charges/fees “net of applicable Indian taxes” with AI to bear the applicable Withholding tax under Indian Income tax laws thereby increasing the related expenditure for AI, the Financial Bid of such bidders will be loaded for the financial evaluation purposes by the applicable

10 / 36

Withholding taxes under Indian Income tax Act with consideration given for the applicable provisions under the income tax rates or under the Double Taxation Avoidance Agreement (DTAA) of such a country for which the foreign/non-resident bidder has been established as tax resident of such jurisdiction.

d. Thus, all foreign bidders will be required to provide the Tax residency certificates and other tax related declarations/documentations needed under the Indian Income tax law, i.e. Form 10F, No Permanent Establishment (PE) Certificate and Indian PAN for allowing the benefits of the tax rates under the DTAA.

e. Since the technical audit would entail physical inspection of aircraft and records in India which will be the place of provision of the scoped services, the other applicable tax i.e. Indian GST shall be applicable on the entire gamut of such services.

f. For the bidding entity having the required GST registration in India, the GST shall be applicable during the tenure of the contract and the services provider is expected to invoice and deposit GST in India. However, in the case of non-resident non-registered foreign vendors, these taxes may still apply, considered the place of provision of services based in India, on reverse charge deeming provisions which may require Indian service receiver i.e. AI, to compute and deposit these applicable taxes on behalf of the foreign service provider.

g. The GST being indirect tax liability, there is no distinction between the service providers (Indian vs Foreign) with regard to applicability of the provisions of these taxes as the supply of services would be provided and construed as delivered in India only. Subject to the applicable GST provisions under the relevant legislations as existing during the time of contract, the selected bidder may be eligible for being set-off for input credit, as such no loading for these taxes to the financial bids considered for financial evaluation.

h. Specific detailed applicable provisions on taxes in India, including registration of service provider under the relevant laws, would be elaborated and incorporated in the contract with the selected bidding entity for mitigation of such tax liabilities with the selected bidder, subject to the bidder providing all the required registrations and documentation required from it.

9

Mode of Invoice payment & payment terms: Payment will be made through ECS mode or by cheque, if ECS is not available / possible. Kindly provide the following information :

Account Name Name of the Bank Branch Name Account Number Bank Code / MICR No. Swift Code No.

Note: (1) A photocopy of a cancelled cheque is to be enclosed by the bidder along with their Technical bids for verification of the above details. (2) The EMD amount will also be refunded to the above account of the bidders. Payment: No advance payment will be made. The payment would be made within 60 days, from the date of submission of invoice to Air India. In case bidder requires earlier payments such bids shall be loaded for Financial evaluation purpose @ 18% per annum on pro-rata basis. Any amounts disputed between the successful bidder and Air India would be held back and the same would be released after settlement of the dispute, to be decided by the office of ED(Engg), Air India Limited, such decision to be acceptable to the selected bidder.

10

Grounds for Rejection of bids: The bids are liable to be rejected forthwith, i.e., without being evaluated, on the following grounds:

(a) If the tender has been received after the closing date / time of the tender.

11 / 36

(b) If only the Technical bid has been received and the Commercial bid has not been received, and vice versa.

(c) If the tender has been received by email, open condition or fax instead of in separate sealed / closed covers.

(d) If the tender has not been signed by the authorized signatory of the tenderer. (e) If the technical bid has been received without EMD, or proof of wire transfer (in the case of

remittance by wire transfer), or the EMD has been submitted in a mode other than as specified in the tender.

(f) If the Integrity Pact at Annexure XI is not signed and submitted in the Technical bid.

11

Arbitration: Any dispute arising between the parties in respect of the construction, interpretation, application, meaning, scope, operation or effect of this document, or the validity or breach thereof, shall first be settled by mutual consultation. If the dispute remains unresolved after a period of 90 days from the date when the mutual consultation has started, the matter shall be referred for settlement to the 'SCOPE FORUM OF CONCILIATION AND ARBITRATION', Govt. of India, and the award made in pursuance thereof shall be binding on the parties. Any other mode / methodology of arbitration will be done with mutual consent / acceptance.

12 Exit Clause/ Termination Clause / Disqualification of bidders:

13

a. In case of unsatisfactory performance or breach of any of the clause of the contract, AIR INDIA would issue a notice of 10 days to the service provider to rectify the breach and improve the performance failing which AIR INDIA shall be at liberty to terminate the agreement by providing 15 days written notice to the service provider. The service provider shall not have any right to dispute or question the judgment of AIR INDIA of unsatisfactory performance of the service provider.

b. Notwithstanding the above, AIR INDIA shall also be at liberty to terminate the agreement for any reason including change in the situation / circumstances, etc by providing the service provider a 15 days written notice.

c. The Successful Bidder shall have a right to terminate this Agreement after giving a 30 days advance notice to AIR INDIA, of its reasons for termination. In such an event, the terminated party shall have no right to claim compensation / damages etc. from AIR INDIA on account of early termination. During this period of 30 days, AIR INDIA and the Successful Bidder, may initiate discussions for purpose of resolution of the said reasons. In the event a resolution is achieved by AIR INDIA and the Successful Bidder, the Contract shall not be terminated and the Successful Bidder shall provide the Services, in the same manner, as it was providing prior to such notice of termination. For the avoidance of any doubt it is hereby clarified, that the Successful Bidder during the aforesaid notice period shall continue to provide the Services, till the termination, in the same manner, as it was providing prior to such notice of termination.

d. In case it is found, either during the course of transaction at any time before the award of assignment or after execution during the period of subsistence or after the period thereof, that one or more terms and conditions laid down in this request for proposal has not been meet by the bidder or the bidder has made material misrepresentation or has given any materially incorrect or false information Air India shall have the right to forthwith terminate and engagement or disqualify the selected bidder, if not yet engaged.

e. Any form of canvassing/lobbying/exercise of influence/cartelization etc. by the bidder/s will result in disqualifications of such bidders.

14

Cost of bidding: The specified bidders shall bear all the cost associated with the preparation and submission of its bid and Air India will not be responsible or liable for these costs regardless of the conduct or outcome of the bidding process.

12 / 36

15

Modification and withdrawal by Bidders: i. Bids once submitted will be treated as final and no further correspondence will be entertained in

this regard. No bid will be allowed to be modified after the submission of bid. ii. No bidder shall be allowed to withdraw the bid once submitted.

Amendments by Air India on Tender requirements. i. AI will have the right to amend the tender specifications as may be considered required.

ii. Such amendments would be notified on the AI website. iii. Generally such amendments, based on clarifications of potential bidders or suo-moto as per AI

decision, are notified upto/before 7 days of the tender submission closing date.

16

Accountability of bidders: i. All the responsibility indicated in Scope of work at para 2 of Annexure-I and any other activity

that the bidder is required by Air India to perform needs to carry out diligently in timely manner with full accountability and responsibility by the bidder or his representatives.

ii. Without prejudice to any other clause mentioned in the tender, the successful bidder has to complete the assignment and submit the duly signed technical due diligence report/detailed Audit report along with analysis and supporting documents relied upon within eight (08) weeks from the date of award of LOI/Contract.

iii. In the event, the successful bidder does not complete the assignment within the prescribed time line, the applicable penalty as indicated at Sr.No.6 above, will be applicable for delays in submission of report. The contract/award letter will have the details of Service Level Agreement (SLA).

iv. The diligence/Audit Report must be submitted in hard as well as soft copy with digitization of the Aircraft records.

v. Under no circumstances the successful bidders (including for reason of disputed withheld payments) can delay/with-hold sharing of the report as part of this obligation for compilation of the assignment.

vi. The Successful bidder and its employees must not share any information on the findings with anybody except the authorized representatives of Air India. Bidders must agree to the attached NDA (Non Disclosure Agreement at Annexure –XII)

vii. In addition to the applicable Penalties, Air India reserve the right to terminate the contract and proceed with award it to be next ranked bidders, cost of such changeover would be upon such defaulting bidder.

viii. In case of any differences/dispute relating to this tender and the matters arose and connected with this tender, the bidders shall make representation to the Air India seeking clarification prior to their bid submission and the decision of the Air India (ED-Engineering) on any or all points raised by the bidders shall be final and binding on the bidders.

ix. The bidder shall be the principal employer of its employees and shall be vicariously liable for all the acts, deed or things whether the same is within the scope of power or outside the scope of power, vested under the engagement letter to be issued under this tender. No right of any employment shall accrue or arise.

17 Jurisdiction: Any dispute what-so ever, shall be subject to the jurisdiction of the Courts of New Delhi, India only.

18

a. Confidentiality i. The information contained in this document is confidential. The Bidder shall not share this

information with any other party.

ii. The information contained in this tender or subsequently provided to Bidder(s) whether verbally or in writing by or on behalf of the Company shall be subject to the terms and conditions set out in this tender and any other agreement/ contract to be executed by Air India Ltd. Declaration to be submitted as per Format, Annexure – XII.

b. Non Compete: The agency submitting their bids is required to submit a self declaration duly

signed by the CEO/Head of the bidding entity confirming that they are not associated/contractually obligated directly or indirectly engaged currently/shortlisted for future, in any similar assignments with any competing Airlines of Air India/AIXL in India.

13 / 36

19

Fall Clause-The prices charged for the services supplied under the Contract should under no event be higher than lowest prices at which the party sells the items of identical description to any other Airlines/Govt. organisation/PSUs/Central Govt/State Govt. during the period of contract failing which the “FALL CLAUSE” will be applicable. In case, the price charged by the bidder is more, the selected bidder will provide an Undertaking providing AI to exercise the right to recover the excess charged amount from the subsequent unpaid bills/security deposit.


(Arun Kumar Bansal) Executive Director – Engg, Air India

New Delhi, India. Email address: [email protected]

Ph.No. 011-23421280/81/82

14 / 36


Annexure-IV (a)

TECHNICAL EVALUATION CRITERIA AND MARKING SYSTEM

1. The technical bids received against this tender would be evaluated according to the following criteria:

2. The technical scoring of the proposals will be as per the following criteria:

Sr. No.

Parameter

Max. Total

Marks for Each Criteria

Criteria Marks

1

The Bidder must be a professional

firm having experience of Aircraft

Maintenance /Planning/ Technical

Services including technical

documents and Technical Audit/due

diligence for at least 05 years (as

covered in the scope of work) to

airlines /aircraft lessor/ or financial

institutions funding aircraft purchase.

Documentary evidences in support of

above experience to be provided.

30

Firm to have an experience of 10 years as indicated at parameter.

20

Additional five marks for every additional five years of experience subject to maximum of 10 marks

10

2

The bidder should have handled a minimum of 5 (five) transactions, of Airlines and should have conducted Technical Due Diligence of such number of transactions in the last five years as on 30.09.2019 Documentary evidences including undertaking at Annexure-VII in support of above experience to be provided.

20

Experience of handling atleast 5 transactions as indicated at parameter.

10

Additional two marks for handling similar assignments subject to a maximum of 10 marks

10

3

The bidders will make a Presentation before AI management as per Sr.No.20 of Para 2 of Annexure-I containing workscope for the technical due diligence audit and related assignments. Submit Advance copy (hardcopy with the technical bid) of the Presentation containing approach, methodology for carrying out the work-scope assignments to be evaluated based on physical presentation before AI management team and the marks to be assigned post-presentation for technical evaluation determination.

20

Sr. No.

Criteria Max

Marks

1 Work scope key requirements captured in presentation

5

2

Quality of approach and methodology proposed for different parts of assignment

5

3

Timeline of deliverables with weekly/ monthly breakup activities

5

4

Benchmark of private domestic & international carriers and

5

20

15 / 36

handholding capabilities

TOTAL Marks 20

4

Applicant having key Team Members having 5 or more years of experience in Aircraft Maintenance/Planning/Technical Services including technical documents and Technical Audit/due diligence and in successful completion of technical due diligence assignments with respect of scope work and who are offered to Air India under this tender. Documentary evidences in support of above experience to be provided.

10

3 key personnel

05

1 mark for each additional key personnel above 3, subject to maximum of 5 marks

05

5

Team Leader offered to Air India assignment to have an experience of 10 years in Aircraft Maintenance/ Planning/ Technical Services including technical documents and Technical

Audit/due diligence and in successful completion of technical due diligence assignments with respect of scope work Documentary evidences in support of above experience to be provided.

20

Team leader of key personnel to have an experience of 10 years

10

5 mark for each additional key personnel of the rank of Team leader above 1 subject to maximum of 10 marks

10

TOTAL MARKS 100

Note:

a) The compliance to the above criteria would require documentary evidences as indicated against each criteria and the PQs as stated at Annexure –VI.

b) All the bidders scoring minimum of 70% marks out of 100 marks as per above, would be considered as technically qualified.

c) Bidders shall be intimated by email with regard to date, time, venue and other details for the presentation to be made by Bidder Applicants.

d) The commercial bids of only those bidders would be considered for evaluation, who are declared as technically qualified and those who have scored 70 % or above marks out of 100.

e) The assignment of markings done by the Air India Technical Evaluation team would be based on the declarations provided by the bidder correlated with the verifiable supporting documentary evidences provided by the bidder. Such evaluation scores would be final and binding on the bidder.

f) Air India Ltd. reserves the right to inspect the office of the bidders as required, in order to assess their infrastructure, competence, capability to provide the services and verification of original documents as a part of the technical evaluation exercise.

The Commercial bid which emerges as the lowest amongst all technically qualified bids would be declared as the successful bidder. L-1 offer after Commercial bid evaluation would be considered for the award of LOI / Contract.

16 / 36

The bidder must submit unconditional and unambiguous compliance confirmation (Annexure-IX) to all the terms and conditions stipulated in this tender enquiry.


(Arun Kumar Bansal) Executive Director – Engg,

Air India Ltd. New Delhi, India.

Email address: [email protected] Ph.No. 011-23421280/81/82

17 / 36


Annexure-IV (b)

COMMERCIAL BID EVALUATION CRITERIA

Bidder is required to submit commercial/price bids in a SEALED ENVELOP in the commercial bid format at Annexure-X as under:

I. To be submitted in Sealed Envelope Super scribed with “Commercial Bid” a) Technical Audit Physical Inspection to be done on sample basis wherein under each Aircraft

category, physical Inspection of 50% of total owned/finance lease aircraft in that category (subject to at least one Aircraft in each category) to be undertaken.

b) However, 100% aircraft records and documentation for all owned & Leased Aircraft of AIL and AIXL have to be reviewed and inspected mandatorily and report for Technical audit prepared accordingly.

c) Bids for the other work-scoped items at Section B (Lease Agreements review) & C (Data Room management for Technical due diligence) of Annexure-I i.e. Sr. Nos. 14 to 18 to be submitted in the Commercial bid format separately.

II. The lowest aggregated total amount of bid from “A to D” of the Commercial bid at Annexure-X would be evaluated as the L1 bid.

III. All foreign bidders will be required to provide the Tax residency certificates and other tax related

declarations/documentations needed under the Indian Income tax law, i.e. Form 10F, No Permanent Establishment (PE) Certificate and Indian PAN for allowing the benefits of the tax rates under the DTAA.

18 / 36

1 Name of the Firm Submitting the Bid.

2 Bidding entity’s registration details

3 Name of the Contact Person & Designation

4 Contact Details of the person (Tel No. & Email address)

5 Bidder Office Address

6 Office Name & Address

7

Annual turnover of the Bidder in the preceding 03 financial years i.e. 2016-17, 2017-18, 2018-19. Documentary proof to be provided a Certified Financial Statements duly audited, Copy of Income Statement,

Year---------------

Year---------------

Year---------------

8

Details of existing/previous clients such as airline or allied sectors/GOVERNMENT or PSU for providing services indicated in the scope of work. Please submit proof of such experience by way of signed/certified copies of Contract/Agreement

9 Details of EMD Submitted

10

Whether the bidder fulfills the requirement of minimum average Annual Turnover of Rs. 5 crores/ USD 1M for foreign bidders in last 3 financial years. A certificate current dated from the Statutory Auditors to be submitted along with the Technical Bid

YES / NO

11 A certificate of unconditional acceptance of all terms and conditions of the tender should be submitted on the bidders letter head in the format given at Annexure – IX.

YES / NO

Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI and AIXL

General information Details to be filled by the bidder in appropriate columns and the same to be included in

the Technical Bid

Annexure V

19 / 36

12 Signed Integrity Pact( Annexure –XI) submitted along with the bid.

YES / NO

NOTE: In case the columns provided above are insufficient, additional sheets may be used to furnish complete information in support of the proposals submitted by the bidders.

I undertake that I am duly authorized to sign and submit this proposal for and on behalf of M/s _____________________________

Signature : ____________________ Name : ____________________ Designation : ____________________ Company Seal : ____________________

Date : ____________________

20 / 36

SN Required details for Technical Evaluation Condition for

compliance Compliance

(by the bidder)

1

The Bidder must be a professional firm having experience of Aircraft

Maintenance/Planning/Technical Services including technical documents and

Technical Audit/due diligence for at least 05 years (as covered in the scope of

work) to airlines /aircraft lessor/ or financial institutions funding aircraft loans

MUST

YES / NO

2 The bidder must have completed at least one of above assignments in last five

years of an airline , having a fleet size of at least 20 (twenty) aircraft.

MUST YES / NO

3

The bidder must have an average Annual turnover of not less than Rs. 5 Crores / USD 1M for foreign bidder in the preceding 3 financial years i.e 2016-17, 2017-18 and 2018-19. In case the bidder follows Calendar Year, the details for last 3 years i.e. 2016, 2017 and 2018 to be provided. Financial reports be submitted along-with your bid to support the same.

MUST

YES / NO

4 Consortium or Joint bids are not allowed. MUST YES / NO

5 The Bidder is required to have its own pre-existing office infrastructure with manpower within India.

MUST YES / NO

6 Acceptance of Payment term within 60 days post successful completion of the Contract.

MUST YES / NO

7 Furnish details of existing/previous clients such as any airline, or allied sector .Please submit copies of at least one Contract/Agreement

MUST YES / NO

8 Bidder agrees to have its office inspected by Air India to assess their infrastructure, capabilities, manpower as claimed in their bid.

MUST YES / NO

9 Copy of certificate and corporate registration, partnership deed/MOA should to be submitted as the case may be.

MUST YES / NO

10

The Bidder should have handled a minimum of 5 clients in the area of Aircraft Maintenance/Planning/Technical Services including technical documents and Technical Audit/due diligence. Certificate/contract copy required as an evidence.

MUST

YES / NO

11

Applicant must have adequate number of experienced and full time employees to conduct the defined work scope. The personnel conducting the due diligence must have experience on Aircraft Maintenance/Planning/Technical Services including documentation. Profile of team members with their qualifications, expertise etc. should be submitted along with the bid.

MUST

YES / NO

12

Applicant must have at least 1 key member of the level of Team leader having 10 or more year experience in the area of technical due diligence. Profile of team leader with their qualifications, expertise etc. should be submitted along with the bid.

MUST

YES / NO

13

The applicant key team leaders/team members should not have been black listed debarred/disqualified by any regulators/statutory body in India. An undertaking to this effect duly signed by the authorized signatory /company secretary required to be submitted.

MUST YES / NO

14 The applicant should give an undertaking certified by their Statutory Auditors that no action has been initiated against the applicant.

MUST YES / NO

15 Bidders agrees to complete the Audit and submit the report within 08 weeks as per given work scope at Annexure-I.

MUST YES / NO

16 Submit an advance copy of presentation as referred at sl. No. 20 of Annexure I to cover a description of the approach, methodology and work plan for performing the

MUST YES / NO

Tender inviting quotations for the Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI and AIXL

Format of Pre-qualification (PQ) criteria and Technical Bid (To be filled in by the bidder and submitted on their Letterhead duly dated, signed and stamped, alongwith the list of supporting documents submitted in evidence of compliance for each point)

Annexure VI

21 / 36

assignments including the areas for technical evaluation as noted above and covering the following broad areas:

a. Technical Approach and Methodology, b. Work plan, and

c. Team Details.

17 Agrees to accept the penalty@ 0.5% per week of the total value of the contract subject to maximum of 10% of total value in case of delay in completion of deadline as per Clause no.15 above

MUST YES / NO

18

Details of EMD amount as specified in the Tender. DD No.___________________ Dated _____________ Bank____________________________________________ Drawn Branch ___________________________________ Amount in Rs.______________________ Or copy of wire transfer attached.( in case of wire transfer)

MUST

YES / NO

19

Pan No.__________________________ (Attach Photocopy of Pan card) Tax Residency certificate, Form 10F, No PE Certificate (in case of Non-resident foreign bidder)

MUST

YES / NO

20 GST No.__________________________ (Attach Photocopy of GST Certificate) MUST

YES / NO

Note: Bidders may note that response to all the above criteria must be supported by relevant documents as required. All the above MUST requirements have to be complied for the technical bid to be considered for the next stage of evaluation process.

I undertake that I am duly authorized to sign and submit this proposal for and on behalf of

M/s _____________________________


Date : ____________________

22 / 36

ANNEXURE-VII

Sub: Tender inviting quotations for the Technical due diligence and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance for Data room related matters for facilitating the ongoing disinvestment of AI and

AIXL

DETAILS OF PREVIOUS TECHNICAL DUE DILIGENCE ASSIGNMENTS

IN RESPECT OF SCOPE OF WORK

(1. To be filled in by the bidder and submitted on their Letterhead duly dated, signed and stamped, alongwith the list of supporting documents, award letters, etc. to be submitted in evidence of compliance for each claimed Assignment

(2. The Assignments indicated below (Min. 5 as per the PQ requirements, more can be provided in the listing below) should be given in chronological sequence starting with the most recent assignments,; period to be stated; activities/tasks clear description, contact details for independent verification by AI to be provided )

Sr.

No.

Name of the client Company/Airlines

(Indicate Nature of business of Client also)

Net worth of each of the clients

Company/entity

Brief details

of Scope of

Work*

Period of Assignment

From To



Date : ____________________

Note: Supporting document including Client certificate/Contract with client may be furnished.

*Extra sheet if required may be used

23 / 36

ANNEXURE-VIII

PROFILE OF the Bidding Entity/DIRECTORS/Partners authorized to submit the bid

1. Name of the person :

2. Office Address :

3. E-mail ID :

4. Phone No. office/Mobile :

5. Date since working in firm :

6. Professional Qualification :

7. Present Designation :

8. Experience :


Signature : ____________________ Name : ____________________ Designation : ____________________ Company Seal : ____________________ Date : ____________________

24 / 36

C E R T I F I C A T E

To,

EXECUTIVE DIRECTOR (ENGINEERING), AIR INDIA LIMITED, 113, GURUDWARA RAKABGANJ ROAD AIRLINES HOUSE NEW DELHI -110001

Dear Sir,

It is certified that we have studied and understood the terms and conditions of the tender for carrying out the Technical audit / Due diligence of its fleet, Aircraft and Engine Lease agreements review and the Data Room management as indicated at Para 2 of the Workscope at Annexure-I.

We agree to carry out all the required workscope tasks as indicated therein and confirm to fulfil and comply with all the requirements under this Tender abide by the same unconditionally.

We further commit to adhere to the TERMS AND CONDITIONS, including the General Terms and Conditions unconditional & unequivocally, as specified in this tender, in the event of being selected for award of the Contract/Agreement.

I undertake that I am duly authorized to sign and submit this proposal for and on behalf of M/s ____________________


Date : ____________________

*********************


CERTIFICATE Undertaking Unconditional Compliance to the Tender requirements On bidders letter-head

Annexure IX

25 / 36

Date:__________

Dear Sir, With reference to the tender AI/ENG/01 dated 22.10.2019, due on 19.11.2019, we submit herewith the Commercial Bid for the assignment proposed by the Air India for carrying out Technical Audit /due diligence of its fleet.

(To be submitted in Sealed Envelope Super scribed with Commercial Bid)

A I. Physical Inspection Charges for 50% of Owned/Finance Lease Aircraft

Aircraft Type

Total No. of Owned/ Finance Leased Aircraft

50% No. of Aircraft to be

Physically Inspected

Rate per aircraft for

Physical Inspection

Total Amount Bid

1 2 3 4 5=3*4

A. Work Scope Items at Annex- I (Sl. No. 1 to 13)

I. OWNED/Finance Lease Aircraft

AI Aircraft

B777-200LR 3 2

B777-300ER 13 7

B747-400 4 2

B787-800 6 3

A320 4 2

A319 19 10

A321 20 10

AIXL B737-800 17 9

Total I 86 45

II. Technical Audit Due Diligence including Documentation

Aircraft Type

Total No. of Owned/ Finance Leased Aircraft

Rate per aircraft for Tech Audit

Total Amount Bid

1 2 3 4=2*3

Work Scope Items at Annex- I (Sl. No. 1 to13)

AI Aircraft

B777-200LR 3

B777-300ER 13

B747-400 4

B787-800 27

A320 36

A319 22

A321 20

AIXL B737-800 25

Total 150


Format of Commercial Bid

Annexure X

26 / 36

B.

Review of Aircraft Lease Agreements as per Work Scope at Annex-I (Sl. No. 14-16)

Review of Leased Aircraft agreements No. of Leased

Aircraft Rate per aircraft for Review Total Amount Bid

1 2 3 4=2*3

B787-800 21

A320 32

A319 3

AIXL B737-800 8

Total

C.

Assistance in setting up technical due diligence data room and responding to queries as per Work Scope at Annex-I (Sl.No. 17 to 18)

Technical Due Diligence Data Room info and assistance

Total Amount per Month

One person to be dedicated for the work

Total

D Add Taxes as applicable ( GST)

E

Total Amount Bid (A+B+C+D)

Notes

1. The rates quoted in the Financial Bid have to be in the above Bid format and for all the aircraft types and number of aircraft as also the scoped activities at B & C above. Partial bids will be summarily rejected.

2. The above quoted amount must include the cost of manpower deployment, their travel, boarding lodging and any other assignment related expenses in India and for which the bidder will be responsible directly.

3. For the purpose of evaluation of amount bid for C above, 6 months period will be used to arrive at the total cost.

3. Bids requiring Air India to bear withholding tax u/s 195 Indian Income Tax Act will be loaded for evaluation purpose.

4. The lowest aggregated total amount bid of the totals of A to D above would be evaluated as the L1 bid.

I undertake that I am duly authorized to sign and submit this proposal for and on behalf of M/s __________________

Signature : ____________________

Name : ____________________ Designation : ____________________ Company Seal : ____________________

Date : ____________________

27 / 36

ANNEXURE -XI

Integrity Pact Between Air India Ltd. (AIL) hereinafter referred to as “The Principal”, and Hereinafter referred to as “The Bidder/ Contractor” PREAMBLE The Principal intends to award, under laid down organizational procedures, contract(s) for -------------. The Principal values full compliance with all relevant laws of the land, rules, regulations, economic use of resources and of fairness/transparency in its relations with its Bidder(s) and/or Contractor(s). In order to achieve these goals, the Principal will appoint an Independent External Monitor (IEM), who will monitor the tender process and the execution of the contract for compliance with the principles mentioned above. Section 1 – Commitments of the Principal The Principal commits itself to take all measures necessary to prevent corruption and to observe the following principles:- No employee of the Principal, personally or through family members, will in connection with the tender for, or the execution of a contract, demand, take a promise for or accept, for self or third person, any material or immaterial benefit which the person is not legally entitled to. The word ‘take’ shall also include the past and future. The Principal will, during the tender process treat all Bidder(s) with equity and reason. The Principal will in particular, before and during the tender process, provide to all Bidder(s) the same information and will not provide to any Bidder(s) confidential/additional information through which the Bidder(s) could obtain an advantage in relation to the tender process or the contract execution. The Principal will exclude from the process all known prejudiced persons and persons who would be known to have a connection or nexus with the prospective bidder. If the Principal obtains information on the conduct of any of its employees which is a criminal offence under the IPC/PC Act or the conduct rules of the Principal, or if there be a substantive suspicion in this regard, the Principal will inform the Chief Vigilance Officer and in addition can initiate disciplinary actions. Section 2 – Commitments of the Bidder(s)/ contractor(s) The Bidder(s)/ Contractor(s) commit themselves to take all measures necessary to prevent corruption in their dealings with AIR INDIA LTD.. He commits himself to observe the following principles during his participation in the tender process and during the contract execution. The Bidder(s)/ Contractor(s) will not, directly or through any other person or firm, offer, promise or give to any of the Principal’s employees involved in the tender process or the execution of the contract or to any third person any material or other benefit which he/she is not legally entitled to, in order to obtain in exchange any advantage of any kind whatsoever during the tender process or during the execution of the contract. The Bidder(s)/Contractor(s) will not enter with other Bidders into any undisclosed agreement or understanding, whether formal or informal. This applies in particular to prices, specifications, certifications, subsidiary contracts,

28 / 36

submission or non-submission of bids or any other actions to restrict competitiveness or to introduce cartelisation in the bidding process. The Bidder(s)/Contractor(s) will not commit any offence under the relevant IPC/PC Act; further the Bidder(s)/ Contractor(s) will not use improperly, for purposes of competition or personal gain, or pass on to others, any information or document provided by the Principal as part of the business relationship, regarding plans, technical proposals and business details, including information contained or transmitted electronically. The Bidder(s)/Contractors(s) of foreign origin shall disclose the name and address of the Agents/representatives in India, if any. Similarly the Bidder(s)/Contractors(s) of Indian Nationality shall furnish the name and address of the foreign principals, if any. Further details as mentioned in the “Guidelines on Indian Agents of Foreign Suppliers” shall be disclosed by the Bidder(s)/Contractor(s).Further, as mentioned in the Guidelines all the payments made to the Indian agent/representative have to be in Indian Rupees only. Copy of the “Guidelines on Indian Agents of Foreign Suppliers” is placed at (Page nos. 6-7) The Bidder(s)/Contractor(s) will, when presenting his bid, disclose any and all payments he has made, is committed to or intends to make to agents, brokers or any other intermediaries in connection with the award of the contract. This integrity pact shall override the confidentiality clause, if any, in the offer submitted by the Contractor/Bidder and in the agreement entered into by the Principal with the Contractor/Bidder. The Bidder(s)/Contractor(s) will not instigate third persons to commit offences or acts outlined above or be an accessory to such offences. Section 3 - Disqualification from tender process and exclusion from future contracts If the Bidder(s)/Contractor(s), before award or during execution has committed a transgression through a violation of Section 2, above or in any other form such as to put his reliability or credibility in question, the Principal is entitled to disqualify the Bidder(s)/Contractor(s) from the tender process or take action as per the procedure mentioned in the “Guidelines on Banning of business dealings”. Copy of the “Guidelines on Banning of business dealings” is placed at Page nos. 8-16. Section 4 – Compensation for Damages If the Principal has disqualified the Bidder(s) from the tender process prior to the award according to Section 3, the Principal is entitled to demand and recover the damages equivalent to Earnest Money Deposit/Bid Security and other actual damages due to the consequential delay. If the Principal has terminated the contract according to Section 3, or if the Principal is entitled to terminate the contract according to Section 3, the Principal shall be entitled to demand and recover from the Contractor liquidated damages of the Contract value or the amount equivalent to Performance Bank Guarantee. The Contractor/Bidder shall not be entitled to claim from the Principal any amounts either as damages or otherwise, on account of termination. Section 5 – Previous transgression The Bidder declares that no previous transgressions occurred in the last 3 years with any other Company in any country conforming to the corruption approach or with any other Public Sector Enterprise in India that could justify his exclusion from the tender process. If the Bidder makes incorrect statement on this subject, he can be disqualified from the tender process or action can be taken as per the procedure mentioned in “Guidelines on Banning of business dealings”. Section 6 – Equal treatment of all Bidders/Contractors/Subcontractors The Bidder(s)/ Contractor(s) undertake(s) to demand from all subcontractors a commitment in conformity with this Integrity Pact, and to submit it to the Principal before contract signing. The Principal will enter into agreements with identical conditions as this one with all Bidders, Contractors and Subcontractors. The Principal will disqualify from the tender process all bidders who do not sign this Pact or violate its provisions.

29 / 36

Section 7 –Criminal charges against violating Bidder(s)/Contractor(s)/Subcontractor(s) If the Principal obtains knowledge of conduct of a Bidder, Contractor or Subcontractor, or of an employee or a representative or an associate of a Bidder, Contractor or Subcontractor which constitutes corruption, or if the Principal has substantive suspicion in this regard, the Principal will inform the same to the Chief Vigilance Officer. Section 8 – Independent External Monitor/Monitors The Principal appoints competent and credible Independent External Monitor for this Pact. The task of the Monitor is to review independently and objectively, whether and to what extent the parties comply with the obligations under this agreement. The Monitor is not subject to instructions by the representatives of the parties and performs his functions neutrally and independently. He shall report to the Chairman, AIR INDIA LTD.. The Bidder(s)/Contractor(s) accepts that the Monitor has the right to access without restriction to all Project documentation of the Principal including that provided by the Contractor. The Contractor will also grant the Monitor, upon his request and demonstration of a valid interest, unrestricted and unconditional access to his project documentation. The same is applicable to Subcontractors. The Monitor is under contractual obligation to treat the information and documents of the Bidder(s)/ Contractor(s)/ Subcontractor(s) with confidentiality. The Principal will provide to the Monitor sufficient information about all meetings among the parties related to the Project provided such meetings could have an impact on the contractual relations between the Principal and the Contractor. The parties offer to the Monitor the option to participate in such meetings. As soon as the Monitor notices, or believes to notice, a violation of this agreement, he will so inform the Management of the Principal and request the Management to discontinue or take corrective action, or to take other relevant action. The monitor can in this regard submit non-binding recommendations. Beyond this, the Monitor has no right to demand from the parties that they act in a specific manner, refrain from action or tolerate action. The Monitor will submit a written report to the Chairman, AIR INDIA LTD. within 8 to 10 weeks from the date of reference or intimation to him by the Principal and, should the occasion arise, submit proposals for correcting problematic situations. Monitor shall be entitled to compensation on the same terms as being extended to / provided to Independent Directors on the AIR INDIA LTD. Board. If the Monitor has reported to the Chairman AIR INDIA LTD., a substantiated suspicion of an offence under relevant IPC/ PC Act, and the Chairman AIR INDIA LTD. has not, within the reasonable time taken visible action to proceed against such offence or reported it to the Chief Vigilance Officer, the Monitor may also transmit this information directly to the Central Vigilance Commissioner. The word ‘Monitor’ would include both singular and plural. Section 9 – Pact Duration This Pact begins when both parties have legally signed it. It expires for the Contractor 3 years after the last payment under the contract, and for all other Bidders 12 months after the contract has been awarded. If any claim is made/lodged during this time, the same shall be binding and continue to be valid despite the lapse of this pact as specified above, unless it is discharged / determined by Board of AIR INDIA LTD.. Section 10 – Other provisions This agreement is subject to Indian Law. Place of performance and jurisdiction is the Registered Office of the Principal, i.e. Mumbai.

30 / 36

Changes and supplements as well as termination notices need to be made in writing. Side agreements have not been made. If the Contractor is a partnership or a consortium, this agreement must be signed by all partners or consortium members and in the case of a Company by an authorised representative. Should one or several provisions of this agreement turn out to be invalid, the remainder of this agreement remains valid. In this case, the parties will strive to come to an agreement to their original intentions. (For & On behalf of the Principal) (For & On behalf of Bidder/ Contractor) (Office Seal) (Office Seal) Place -------------- Date -------------- Witness 1: (Name & Address) _____________________________ _____________________________ _____________________________ _____________________________ Witness 2: (Name & Address) _____________________________ _____________________________ _____________________________ _____________________________

31 / 36

Annexure XII

AI/Eng/01 23rd Oct 2019

Non-Disclosure Agreement

(NDA to be discussed and executed with successful Bidder Applicant) This Non-Disclosure Agreement (this “Agreement”) is made on this _____________day of ______________, 2019 at ________________.

BY AND BETWEEN Air India Ltd., a company incorporated under the Companies Act, 1956, having its registered office at “Airlines House”, 113 Gurudwara Rakabganj Road, New Delhi-110001 (hereinafter referred to as “Air India” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its representatives, successors, affiliates and permitted assigns) of the ONE PART. AND ________, a firm registered with the ----(Bidder Applicant to mention body of registration) with its registered office at _______ (hereinafter referred to as “Entity” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its representatives, successors, affiliates and permitted assigns) of the OTHER PART. Both parties hereto collectively referred to as the "Parties" and individually as a "Party". WHEREAS:

A. Air India, a Government of India undertaking and is inter-alia engaged in the business of

transportation services of passenger and cargo to and from various permitted destinations in India

and abroad in accordance with the permissions and approvals granted by the Director General of Civil

Aviation, India.

B. ________is inter-alia engaged in the profession of providing Technical Due Diligence and

Audit of the aircraft documentation, Physical Aircraft Inspection and such related activities.

C. Pursuant to tender dated 23rd Oct 2019 bearing No. AI/Eng/01 for the Technical due diligence

and Audit of the Aircraft documentation, Physical Aircraft Inspection and Technical assistance

for Data room related matters for facilitating the ongoing disinvestment of AI and AIXL.

D. Air India has agreed to award the work specified in Annexure-I to M/s___________ and

accordingly, issued a Letter of Intent/Letter of Appointment dated ________ to enable the

Entity to commence its work required for carrying out the required services as per the tender.

The parties are currently, in the process of finalizing the terms of the definitive final

agreement.

32 / 36

E. During the course of procurement of the services, Air India may disclose/share Air India’s

proprietary and confidential information with the entity, and/or its employees/associates

and/or entity may have access to/receive certain technical, non-technical, financial, business

and other Confidential Information (as hereinafter defined) of Air India.

F. The Parties recognize that there is a need to protect such Confidential Information from

unauthorized use and disclosure and accordingly, have decided to enter into this Agreement

to establish and set forth the obligations of each Party with respect to any such Confidential

Information.

For purposes hereof, the term “Disclosing Party” shall refer to “Air India” and the term “Recipient” shall refer to “Aircraft Asset Management company”. NOW THEREFORE, in consideration of the above premises the sufficiency of which is hereby acknowledged, the Parties mutually agree as follows: 1. Definition. “Confidential Information” shall mean any and all information disclosed to, or

otherwise acquired or identified or observed by, Recipient including its affiliated companies, directors, officers, employees and agents of such affiliated companies (collectively, “Recipient's Representatives”), from and its affiliated companies, relating to the business of Air India, whether communicated in writing, orally, electronically, photographically, or in recorded or any other form of media, including, but not limited to, all sales and operating information, employee and other human resource information, existing and potential business and marketing plans and strategies, financial information, cost and pricing information, data media, know-how, source codes, technical information, concepts, reports, methods, processes, techniques, operations, devices, and the like, whether or not the foregoing information is patented, tested, reduced to practice, or subject to copyright or any other intellectual property right. The term “Confidential Information” does not include information which (i) is or becomes generally available to the public other than as a result of disclosure by Recipient in breach of this Agreement; (ii) was available to Recipient on a non-confidential basis as shown in written records prior to its disclosure to Recipient by Air India; (iii) becomes available to Recipient on a non-confidential basis from a source other than Air India provided that such source is not bound by a confidentiality agreement with Air India or is otherwise prohibited from transferring the information to Recipient by a contractual, legal or fiduciary obligation; or (iv) is independently developed by Recipient without any use of or benefit from the Confidential Information and such independent development can be documented by Recipient with written records.

2. Scope. This Agreement is intended to cover Confidential Information disclosed by Air India both prior and subsequent to the date hereof.

3. Obligations of Recipient. In consideration for the receipt of Confidential Information, Recipient shall hold all Confidential Information in confidence and with the same degree of care it uses to keep its own similar information confidential, but in no event shall it use less than a reasonable degree of care; and shall not, without the prior written consent of Air India, disclose such information to any person for any reason at any time. The term “person” as used in this letter

33 / 36

shall be broadly interpreted to include, without limitation, any corporation, company, partnership or individual. The recipient will grant access to the Confidential Information only to its employees on a need to know basis (who have clear need to know the Confidential Information for the purposes of execution and completion of the Consultancy) and shall impose the same obligation on its employees, who obtain knowledge of Confidential Information.

4. Compelled Disclosure. In the event that Recipient or any of Recipient’s Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar incidents ) to disclose any of the Confidential Information, it is agreed that Recipient or such Recipient’s Representative, as the case may be, will provide Air India with prompt notice of such request(s) so that Air India may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or Air India grants a waiver hereunder, Recipient or such Recipient’s Representative may furnish that portion (and only that portion) of the Confidential Information which Recipient is legally compelled to disclose and will exercise its reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded any Confidential Information so furnished.

5. Use. Recipient shall not use any Confidential Information for any reason other than as may be necessary for the Purpose. Recipient agrees to make no other use of the Confidential Information or to incorporate any Confidential Information into any work or product.

6. Ownership. Recipient recognizes that all tangible information relating to Confidential Information, including notes, reports and other documents prepared by Recipient in connection with the evaluation of the proposed Relationship, including all copies thereof, are and shall be the sole property of Air India, and Recipient shall keep the same at all times in its custody and subject to Recipient’s control and shall return the same upon completion of the specified Purpose. Recipient does not hereby and shall not acquire by implication or otherwise any right in or title to or license in respect of the Confidential Information disclosed to it by Air India.

7. Return of Confidential Information. Promptly following the earlier of (i) the termination of this Agreement or any other agreement for the proposed potential business relationship and (ii) the written request of Air India, Recipient will deliver to Air India all documents or other materials furnished by Air India to Recipient constituting Confidential Information, together with all copies thereof stored in any form of media in the possession of Recipient. In the event of a written request from Air India, all other documents or other materials constituting Confidential Information, together with all copies thereof stored in any form of media in the possession of Recipient, will be destroyed with any such destruction confirmed and certified by Recipient in writing to Air India.

8. No Obligation. Neither Party shall make any commitment or incur any expense or charge for or in the name of the other Party. Neither Party has any obligation by virtue of this Agreement to procure any products or services from the other Party or to enter into any further business relationship or to refrain either of the parties from entering into an agreement with any other party. Neither execution nor performance of this Agreement shall be construed or deemed to have established any joint venture or partnership or have created the relationship of principal and agent between the Parties.

34 / 36

9. Remedies. Recipient acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this agreement by Recipient and that any such breach would cause Air India irreparable harm. Accordingly, Recipient also agrees that, in the event of any breach or threatened breach of this Agreement, Air India, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. Notwithstanding the above, the Recipient will indemnify and hold Air India ha

air india limitedtenders.airindia.in/uploads/technical audit of assets_0... · 2020. 7. 1. ·...

Documents