request for proposal for terminal 1 car rental … · 2018-03-08 · mumbai - 400 099, india....
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Request for Proposal - Terminal 1 Car Rental Concession
Strictly Confidential
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REQUEST FOR PROPOSAL FOR
TERMINAL 1 CAR RENTAL CONCESSION
Issued by
Mumbai International Airport Private Limited
Date of issue: March 07, 2018
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TABLE OF CONTENTS
SECTION I : INTRODUCTION TO BIDDERS ........................................................................................ 3
SECTION II : DEFINITIONS AND USAGE ............................................................................................. 6
SECTION III : ELIGIBILITY CRITERIA AND NATURE OF BIDDER.............................................. 9
SECTION IV : RFP PROCESS ................................................................................................................. 12
SECTION V : BID EVALUATION ........................................................................................................... 29
ANNEXURE 1 : DETAILS AND KEY TERMS OF THE CONCESSION ........................................... 32
ANNEXURE 2 : BID CERTIFICATE ...................................................................................................... 35
ANNEXURE 3 : PART A - GENERAL BID DOCUMENTS .................................................................. 41
ANNEXURE 4 : PART B - FINANCIAL BID .......................................................................................... 43
ANNEXURE 5 : FORMS OF AGREEMENTS ........................................................................................ 44
ANNEXURE 6 : FORMAT FOR CLARIFICATIONS ........................................................................... 45
ANNEXURE 7 : PREVAILING IT SERVICE CHARGES/DEPOSIT .................................................. 46
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SECTION I : INTRODUCTION TO BIDDERS
1.1 INTRODUCTION
Mumbai International Airport Private Limited (“MIAL”) is the company that is
operating, managing and developing the Chhatrapati Shivaji International Airport,
Mumbai (the “Airport” or “CSIA”) pursuant to the Operation, Management and
Development Agreement dated April 4, 2006 (“OMDA”) entered into between
Airports Authority of India (“AAI”) and MIAL.
Under the OMDA, MIAL has the exclusive right and authority, inter alia, to
operate, manage and develop and to provide aeronautical and non-aeronautical
services at CSIA for a term of 30 years from May 3, 2006, with an option (subject
to the provisions of the OMDA) to extend the term for an additional period of 30
years.
MIAL intends to grant a non-exclusive right to design, fit-out, finance, develop,
operate, maintain and manage the CAR RENTAL OUTLET (“CAR RENTAL
OUTLET”), the category, scope and terms of which are more particularly
described in Annexure 1 hereof (the “Concession”), to a Bidder who is chosen to
be successful (the “Successful Bidder”), pursuant to this Request for Proposal
document (“RFP”) to undertake the Concession.
Parties are advised to refer to the forms of Agreements issued by MIAL in
Annexure 5, for a better understanding of the Concession and their obligations in
relation thereto.
The area and other details of the CAR RENTAL OUTLET as set forth in
Annexure 1 are subject to final measurement and may change due to
developmental / operational reasons.
1.2 SCHEDULE
The following schedule shall be followed for the RFP process:
RFP Date March 07, 2018
Last date for seeking clarifications in relation
to the RFP, including the form of Agreements
and all annexures (refer Section 4.3(i))
March 12, 2018
Responses to clarifications by MIAL
(refer Section 4.3) March 14, 2018
Last date and time for submission of Bids 5:30PM IST on
March 17, 2018
MIAL reserves the right to change the above schedule at its sole discretion. Any
such changes will be intimated to the Bidders at their contact email address
through which this RFP is sent.
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Important Note to the Bidders for site visit:
For a visit of the CAR RENTAL OUTLET site, Bidders may contact the person
set forth in Section 1.3 at the email address specified therein. MIAL may permit
site visit at its sole discretion. Each Bidder may send a maximum of 4
representatives to the site visit. The date and timing of the site visit shall be as
specified by MIAL. However, no site visit shall be permitted after the last date for
seeking clarifications as specified Section 1.2. MIAL shall extend reasonable
assistance and cooperation in conducting the site visit to the Bidders. Bidder
should note that the site visit may be subject to the issue of entry permits by
BCAS.
MIAL shall be under no obligation to answer any questions or requests for
clarification raised by Bidders’ representatives during such site visit and takes no
responsibility for any misunderstanding or misrepresentation that Bidders may
have concerning the Concession or information given by any of its officers or
agents during or pursuant to such site visit. Bidders are requested to formally
submit any questions or clarification arising pursuant to such site visit, by way of
a request for clarification by the last date specified in Section 1.2 above. All site
visits shall be at the sole cost, risk and expense of the Bidders.
1.3 CONTACT DETAILS
The following is the address and contact details for submission of Bids (by courier
or registered post or hand delivery) in accordance with this RFP.
Assistant Vice President - Finance,
Mumbai International Airport Private Limited,
Chhatrapati Shivaji International Airport,
Near Terminal 1B Arrivals, Santacruz (East),
Mumbai - 400 099, India.
Bidders may seek clarifications in relation to this RFP by sending an email to:
For all email communications related to this RFP, please mention “Request for
Proposal for Terminal 1 Car Rental Concession” in the subject line of the
email.
1.4 MODE OF PAYMENT
Notwithstanding anything contained herein, all payments to MIAL on any account
whatsoever have to be made either by way of demand draft drawn on a scheduled
commercial bank in favour of “Mumbai International Airport Private Limited”
payable at par at Mumbai or by way of direct transfer into current account of
MIAL as per details stated below:
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Name of Company Mumbai International Airport Private Limited
Name of the Bank Axis Bank Limited
Address of the Bank Barakhamba Road Branch,
Statesman House,
148, Barakhamba Road, New Delhi-110 001
Account No. 007010200040789
Name of the Account MIAL Escrow Account- Receivables Account
IFSC Code of the branch UTIB0000007
Bidders shall forthwith provide MIAL with the proof of any payment made by
way of direct transfer.
1.5 AWARD OF CONCESSION
(i) MIAL shall award the Concession, subject to the terms and conditions of
the RFP and the Agreements, including without limitation, the terms of
counter offer.
(ii) The Concession shall be awarded to the Bidder with the highest marks.
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SECTION II : DEFINITIONS AND USAGE
2.1 The following expressions in the RFP shall have the meanings set forth below.
Other terms are defined in the context in which they appear in this RFP.
“AAI” is defined in Section 1.1.
“Affiliate” with respect to any person or entity means, including without
limitation, subsidiary companies, holding companies and subsidiaries of the
holding companies, of an entity and any other entity directly or indirectly who has
had and/or is having business relationship with MIAL which is related to the
Concessionaire.
“Agreements” means all agreements and documents (including any guarantees
and undertakings) to be executed by the Successful Bidder, Concessionaire and
MIAL, in relation to the award of the Concession, including without limitation,
the Concession Agreement, Licence Agreement and other agreements pursuant to
RFP. The Agreements shall be executed in accordance with the forms issued by
MIAL in Annexure 5.
“Airport” or “CSIA” is defined in Section 1.1.
“Applicable Laws” means all laws in force and effect from time to time,
including without limitation, all statutes, rules, regulations, notifications, circulars,
guidelines, policies and judgments, decrees, injunctions, writs and orders of any
court, tribunal or quasi-judicial body and instructions, decisions and directions
(including the terms and requirements of any approvals, licences or consents) of
any governmental, administrative, regulatory or statutory body or authority
(whether central, state, municipal or local), rules of any recognised stock
exchange; all as amended, replaced, enacted, restated or interpreted from time to
time in India or any other relevant and applicable jurisdiction.
“Bid(s)” means the binding offer submitted by a Bidder pursuant to the RFP and
shall include acceptance of any counter offer by MIAL. Bid shall also include the
documents as specified in Section 4.6.
“Bid Security” is defined in Section 4.5.
“Bid Validity Period” means the period for which the Bids are required to be
kept valid, as set forth in Section 4.4.
“Bidder” means a party to whom the RFP has been issued.
“Commencement Date” shall mean Fit-out Completion Date or the date of actual
commencement of operations at the Car Rental Oulet, whichever is earlier.
“Concession” is defined in Section 1.1.
“Concession Agreement” means the agreement executed between MIAL and the
Concessionaire for grant of the Concession.
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“Concessionaire” means (i) the Successful Bidder; or (ii) a special purpose
vehicle company formed by the Successful Bidder, if mutually agreed between
MIAL and the Successful Bidder, with which the Concession Agreement is
executed.
“Control” means the ability to control the management and policies of a person or
entity, whether through direct or indirect ownership of voting securities, the power
to appoint a majority of the members of the board of directors or equivalent
governing body of such entity, by contract or otherwise.
“Discounting Factor” means factors given in Annexure 4.
“Financial Bid” means the part of the Bid containing binding financial offer of
the Bidder for undertaking Concession at the Airport in accordance with
Section 5.2.
“Fit-out Completion Date” shall mean 30 (thirty) days from the date of
acceptance of Letter of Award or the actual date of completion of Fit-outs at the
Car Rental Outlet, whichever is earlier.
“Handover Date” means the date that is 10 (ten) days from the date of Letter of
Award.
“Gross Revenue” means the annual gross revenue arising from the Concession
(as evidenced by audited financial statements / revenue statements to be submitted
by the Concessionaire in the manner specified by MIAL), including without
limitation, the overall gross revenue accrued to the Concessionaire (without regard
to any costs, expenses, losses, setoffs, adjustments or any other outgoings) and
revenues from any other sources, in each case, whether arising directly or
indirectly, in India or abroad, whether accruing to the Concessionaire or its
Affiliates or any other person arising in connection with, or related to the
Concession. It is clarified that Gross Revenue shall not include: (i) taxes collected
on invoice and (ii) discounts given with written approval of MIAL.
“Letter of Award” means the written communication by MIAL to the selected
Bidder intimating the acceptance of its Bid and declaring such Bidder as the
Successful Bidder.
“Minimum Annual Guarantee” or “MAG” means the minimum annual
guaranteed amount for the respective year to be quoted as part of the Financial Bid
in Annexure 4, and as finally agreed with MIAL.
“Minimum Monthly Guarantee” or “MMG” means the minimum monthly
guaranteed amount that is arrived at by dividing the MAG for the respective year
by the number of months falling in such year for the purpose of determining the
Concession Fee, which shall in no event be less than the floor minimum monthly
guaranteed amount as set forth in the Financial Bid, all as set forth in Annexure 4.
“OMDA” is defined in Section 1.1 and is available on the URL
http://www.aai.aero/righttoinformation/Right_info_Agreement.jsp.
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“Car Rental Outlet” is defined in Section 1.1.
“Request for Proposal” or “RFP” means this Request for Proposal, comprising
of the following, all as amended from time to time in accordance with the
provisions hereof: (i) this RFP document, including all annexures, exhibits,
attachments and form of Agreements issued pursuant hereto; and (ii) written
responses, amendments and clarifications issued by MIAL, from time to time.
“Revenue Share” is the amount obtained by multiplying the Revenue Share
Percentage into the Gross Revenue.
“Revenue Share Percentage” is the percentage to be quoted as part of the
Financial Bid in Annexure 4, and as finally agreed with MIAL, which shall in no
event be less than the minimum revenue share percentage set forth in the Financial
Bid in Annexure 4.
“Successful Bidder” is defined in Section 1.1.
“Terminal 1” or “T1” means the domestic passenger terminal at CSIA Airport for
which the Concession shall be undertaken.
2.2 In this RFP, unless the context otherwise requires: words importing singular
include the plural and vice versa; a reference to a law or a statutory provision
includes such law or provision as amended, modified, consolidated or re-enacted
from time to time; the words “include” and “including” are to be construed
without limitation; headings are for convenience of reference only and shall not
affect the construction or interpretation of the RFP; the words “herein”, “hereof”,
“hereunder” and other words of similar import refer to the RFP as a whole and not
to any particular section or other subdivision; annexures, exhibits, forms,
attachments, amendments and clarifications to the RFP form an integral part of the
RFP; a reference to an agreement, contract, deed, instrument or other document
shall include a reference to that agreement, contract, deed, instrument or
document, as amended, modified or supplemented from time to time; references to
sections, clauses, paragraphs, annexures, exhibits, forms or attachments, in the
RFP shall be deemed to be references to sections, clauses, paragraphs, annexures,
exhibits, forms or attachments, of or to this RFP. The RFP and the forms of
Agreements are to be harmoniously construed and read in conjunction and in the
event of any contradiction or inconsistency, the terms of the Agreements shall
prevail. It may be noted that the terms stated above are not exhaustive and there
may be other terms with similar connotation that need to be construed
accordingly.
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SECTION III : ELIGIBILITY CRITERIA AND NATURE OF BIDDER
3.1 TECHNICAL ELIGIBILITY CRITERIA
(i) The scope of Concession includes setting up a Car Rental Outlet in an area
of 9 sqm (4 sqm + 5sqm) at T1 Arrivals of CSIA.
(ii) The technical eligibility criteria to be met by the Bidders is described
herein:
(1) Bidder must have a valid license for setting up Car Rental Outlet
(2) Bidder must be compliant with RTO guidelines for operating a Car
Rental Outlet.
(3) Bidder must have their own fleet of at least 25 cars, comprising of
cars of all categories including sedans and SUVs/MUVs
3.2 FINANCIAL ELIGIBILITY CRITERIA
The bidders shall have an annual turnover of minimum Rs. 10 crores (Rupees ten
crores only) in the last financial year. The last financial year shall mean the year
ended on or after March 31, 2017.
The Bidders need to submit the proof of their meeting the aforementioned criteria
as per clause 3.1 (ii) and clause 3.2, all the details should be submitted separately
as part of Part A Bid Documents, defined in clause 4.6.
3.3 NATURE OF BIDDER
(i) A Bidder may be either a private or public limited company incorporated
in India or a partnership firm or limited liability partnership firm in India
or an individual / sole proprietor or a trust (“Indian Company”).
(ii) No other category of persons or entities may participate as Bidder in this
tendering process. It is also clarified that a company registered under
Section 25 of Companies Act, 1956 or under Section 8 of the Companies
Act, 2013 or a similar company shall not be allowed to participate in this
tendering process.
3.4 Other Terms
(i) Bidder has to provide car rental services through their own fleet and they
will not be allowed to engage services on any third party operator or
aggregator
(ii) No Bidder shall be an entity that has defaulted in making payments to
MIAL for its existing Concession. It is to be clarified that Bidder who has
defaulted in clearing the outstanding dues from the date it became due,
shall not be allowed to participate in the Bidding process.
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(iii) No Bidder shall be an entity that has an interest (whether by way of equity
or otherwise) in an Indian airport. For this purpose, an entity shall be
deemed to have an ‘interest’ in an Indian airport, if it is the operator,
developer, promoter or shareholder (excluding public shareholders or
institutional investors in case of listed companies) of such air carrier or
airport or an Affiliate of such operator, developer, promoter or shareholder
or has an interest in such airport, or if such airport has an interest in such
entity; in any manner as determined by MIAL, at its sole discretion. It is
clarified that this restriction shall not be applicable for the Affiliates of
MIAL.
(iv) No Bidder shall directly, or through an Affiliate, participate in or be
associated with more than one Bid.
(v) Notwithstanding anything to the contrary, MIAL reserves the right to
disqualify from participation in the competitive bidding process, any
Bidder if such Bidder, or any of the Affiliates of the aforesaid persons or
the promoters, directors, partners, beneficial owners or senior management
of the aforesaid persons or their Affiliates:
(a) has been disqualified from a tendering process by MIAL or its bid
was rejected by MIAL or a contract awarded to it is under dispute
for material breach or was terminated by MIAL for non-compliance;
or
(b) has withdrawn from the tendering process conducted by MIAL
subsequent to award of Concession; or
(c) is or has been either directly or indirectly involved in any frivolous
or vexatious litigation against MIAL; or
(d) has against it any pending criminal case or investigation; or
(e) has against it any investigation, enquiry or proceedings pending in
connection with any economic offence; or
(f) has any overdue amounts payable to MIAL or any other default; or
(g) has against it any litigation or proceedings before any court or
authority pending in relation to bankruptcy, insolvency, liquidation,
dissolution or winding-up; or is declared a sick company;
and if any of the above circumstance(s) is, in the sole opinion of MIAL, likely
to adversely affect the performance of the Concession by the Bidder. The
decision of MIAL in this regard shall be final and binding on all Bidders.
(vi) Bidder must submit a conforming Bid, in accordance with this RFP.
Contravention of any of the above conditions at any time may entail
disqualification of the Bidder from the bidding process without further notice. If
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such contravention occurs or is discovered after the Bidder has been awarded the
Concession, the award is liable to be cancelled.
(vii) It is clarified that, each Bidder shall be solely responsible for complying with
Applicable Laws for participation in the RFP and, if awarded, the performance of
the Concession.
(viii) The Concessionaire shall be responsible to obtain security clearance from
BCAS. It shall be the sole responsibility of the Concessionaire to ensure
that its constituents are eligible as per extant BCAS policy for security
clearance by BCAS.
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SECTION IV : RFP PROCESS
4.1 GENERAL TERMS OF THE RFP PROCESS
(i) Bidders may participate and submit Bids in accordance with this RFP.
(ii) No Bidder shall, directly or indirectly, or through an Affiliate, participate
in or be associated with more than one Bid. Multiple Bids in
contravention of the foregoing are liable to be rejected and the respective
Bidders are liable to be disqualified from the RFP process.
(iii) The Bidder shall submit the Bid as an irrevocable, binding offer to contract
with MIAL, in the manner specified in the RFP. Each Bid shall be valid
for the Bid Validity Period as specified in Section 4.4 and shall be
accompanied by a Bid Security as specified in Section 4.5.
(iv) The Bidder acknowledges and agrees that by submitting its Bid it shall be
deemed to have agreed to all the terms and conditions of the RFP
including the form of Agreements.
(v) By submitting a Bid, the Bidder further agrees that:
(1) it has read and clearly understood the RFP documents, including
without limitation, all enclosed annexures, exhibits, attachments,
form of Agreements issued by MIAL, and agrees to be bound by
the terms of the RFP;
(2) it is submitting its Bid in compliance with the terms and conditions
set out in the RFP, including without limitation, all enclosed
annexures, exhibits, attachments, form of Agreements issued by
MIAL; and
(3) in the event it is awarded the Concession, it shall, in accordance
with the RFP, execute the Agreements and provide the
Performance Security, Utility Deposit and other payments; all as
required under the RFP.
(vi) Notwithstanding anything to the contrary, MIAL reserves the right,
without assigning any reasons therefor, to reject any or all Bids and / or
cancel or discontinue the RFP process at any stage prior to the execution
by MIAL of the Agreements with the Concessionaire. In such case, MIAL
shall not incur any liability or obligation to any of the Bidders for the
preparation of the Bid, participation in the RFP process or otherwise, or for
any other financial implication.
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(vii) MIAL reserves the right to proceed with the RFP process and award of the
Concession, regardless of number of Bidders who participate in the RFP or
the number of Bids received. For the avoidance of doubt, it is clarified that
MIAL may, at its option, continue with the RFP process and award of the
Concession, even if only one Bidder submits a Bid.
(viii) MIAL, in its sole and absolute discretion, reserves the right to:
(1) negotiate any Bid submitted by any Bidder (including making
counter offers to such Bidder) in accordance with the terms and
conditions of this RFP;
(2) modify any terms of the Concession at the time of award in mutual
agreement with the Successful Bidder;
(3) require all Bidders to submit fresh Bids at any stage; and
(4) change the terms of the Concession at any time until the last date
for submission of the Bids, as set forth herein.
(ix) MIAL shall not entertain any kind of negotiations or deviations of the
terms and conditions hereof or of the Agreements, post submission of
Bids. Successful Bidder shall execute the Agreements which have been
circulated pursuant to this RFP and in the format as specified by MIAL.
(x) Intellectual property rights in relation to the material contained in the RFP
vest in MIAL. Without the prior written consent of MIAL, the RFP cannot
be used or copied in whole or in part or in any form or in any format other
than within the Bidder’s organisation solely for the purposes of submitting
a Bid hereunder.
(xi) All data and estimations contained in, or provided as part of this RFP are
as per data available with MIAL; however, MIAL makes no representation
as to the accuracy of such data. Bidders may conduct their own research
or due diligence to verify such data and derive their own estimates and
projections.
(xii) Bidders shall be solely responsible for making own assessments and
estimates for performance of the Concession, based on independent
examination. MIAL takes no responsibility for any assessments and
estimates made by the Bidders.
(xiii) The Bidder must obtain for itself, at its own expense, all information that
may be necessary for preparing a Bid. Bidders are required to make
themselves fully acquainted with all relevant information, and must
carefully examine all RFP documents and satisfy themselves as to the
tasks, risks, obligations and responsibilities to be undertaken under the
Agreements. Any error, incorrect information, negligence, or failure on
the part of the Bidder to obtain any and all reliable information or on any
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other matters affecting the Concession shall not relieve the Bidder from its
obligations under the RFP. After submission of a Bid, the Bidder shall not
be entitled to take any plea(s) or raise any issue(s) or question(s) of not
having any knowledge / information relating to any particular fact,
circumstance or condition relating to the Concession or this RFP.
(xiv) Each Bidder is advised that the relevant legal, regulatory, operational and
financial circumstances relevant to the Concession and the Airport may
change from time to time but such changes shall not relieve the
Concessionaire from its obligations under the Agreements. Neither MIAL,
nor its employees, directors, agents, advisors, consultants, contractors and
sub-contractors, will assume responsibility or liability for such changes,
nor shall they be under any obligation to advise the Bidders thereof.
(xv) Each Bidder shall bear all costs associated with the preparation and
submission of Bid and MIAL shall, in no case, be responsible or liable,
directly or indirectly, for any expenses, costs or losses, which may be
incurred by the Bidder in the preparation and submission of Bid, regardless
of the outcome of the RFP process.
(xvi) By submitting a Bid in response to the RFP, the Bidders agree that any
action taken by MIAL in connection with the Concession, whether
pursuant to the RFP or otherwise, shall not give rise to any claims, rights,
obligations or expectations in connection with the Bid.
(xvii) The Bidder acknowledges and agrees that the receipt of the RFP, its
participation in the RFP process or submission of any Bid under or
pursuant to the RFP does not and would not be deemed to create any rights
or expectations whatsoever in favour of any Bidder. The Bidder agrees and
acknowledges that the RFP process does not constitute any offer by MIAL
to enter into any contract with the Bidder or any other party. The Bidder
acknowledges that the RFP process and criteria, including any
amendments and modifications hereto, the determination and award of the
Concession or cancellation / rejection of any Bid are at the sole discretion
of MIAL and the Bidder shall not dispute or call into question any part of
the RFP or other action in relation thereto by MIAL.
(xviii) By submitting the Bid, the Bidder hereby represents, warrants and
covenants that (A) it has not engaged and will not engage in any dishonest,
illegal or unlawful business practices; and (B) it has not provided and will
not provide any monetary or other form of incentive to any of MIAL’s
employees, agents, directors, consultants, advisors, contractors and sub-
contractors in relation to award of the Concession and no sums in cash or
kind are payable, have been paid or been promised to, or accepted by any
such party or will be paid to, or accepted by, any such party or on its
behalf, by way of fees, commission or otherwise to induce MIAL to grant
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the Concession to the Bidder. The Bidder agrees that MIAL shall have the
right to disqualify any Bidder at any time (including without limitation
after award of the Concession) if MIAL is of the opinion that the Bidder
has taken any such action. Bidder shall not engage in any corrupt or
fraudulent practices in the RFP process. MIAL shall be entitled to
disqualify any Bidder from the RFP process if it has adequate reason to
believe that such Bidder has violated these terms or submitted any
incorrect or misleading information and / or suppressed any information
which it ought to have prudently disclosed to MIAL in any manner.
(xix) Bidder shall submit accurate and correct information. Bidder agrees that
MIAL reserves the right to disqualify its Bid in the event any false
statement or misrepresentation is found in the Bid.
(xx) This RFP is intended to be used only by the person/entity to whom it is
addressed and not by anyone else.
4.2 AMENDMENTS TO THE RFP
(i) MIAL shall have the absolute right to amend or vary in any manner and at
any time prior to the last date and time for submission of Bids, the RFP
process or the RFP documents including without limitation, the scope and
terms of the Concession, the terms and conditions of the Agreements or
the time schedule under the RFP.
(ii) Pursuant to any such amendment or variation, MIAL may at its sole
discretion extend the last date and time for submission of Bids or permit
Bidders to submit revised Bids. If MIAL permits Bidders to submit revised
Bids and any Bidder neither submits a revised Bid nor withdraws its
previous Bid, within the time permitted by MIAL therefor, it shall be
deemed that such Bidder does not intend to modify its Bid and that such
amendment or variation has been taken into account in such Bidder’s
previous Bid.
(iii) In the event of any changes in Applicable Laws or policy relating to the
Concession, MIAL retains the right to make such modifications and / or
take such actions as may be deemed to be appropriate by MIAL, including
continuing with and / or modifying the process or terms of RFP or the
Agreements at any time prior to the execution of the Agreements.
(iv) Notwithstanding anything to the contrary, no amendment, modification or
variation, of any of the terms and conditions of the RFP shall be effective
unless issued in writing by any person authorised by MIAL in this behalf.
(v) Amendments in relation to the RFP (if any) shall be intimated to the
Bidders at their email address.
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4.3 CLARIFICATIONS
(i) Bidders may submit a written request to MIAL for clarifications in relation
to the documents comprising the RFP including without limitation, all
enclosed annexures, exhibits, attachments, form of Agreements issued by
MIAL, no later than the date specified in Section 1.2. All such queries
should be sent by email to the person at e-mail address specified in
Section 1.3 and should provide full contact details of the Bidder.
(ii) Queries shall be provided in the format provided in Annexure 6.
(iii) Information / clarifications may be provided by MIAL in its sole discretion
in the manner deemed appropriate by MIAL.
(iv) Responses (if any) to the queries of Bidders and copies of such queries
shall be circulated by MIAL to all Bidders without disclosing the identity
of the Bidder that raised the query. Written responses to clarifications
issued by MIAL, by any person authorised by MIAL in this behalf, shall
form an integral part of the RFP.
(v) MIAL reserves the right not to answer any particular query or to answer a
query in any way it deems appropriate.
(vi) It is the responsibility of the Bidder to carefully examine all the RFP
documents on receipt and in the event of any discrepancy, incompleteness,
or missing parts or pages, to inform MIAL in writing immediately.
4.4 BID VALIDITY PERIOD
(i) The Bids shall be valid and open for acceptance by MIAL for a period of
180 (one hundred and eighty) days from the last date for submission of
Bids as specified in Section 1.2, or such other extended period, as
specified by MIAL from time to time, at its sole discretion.
(ii) The original validity period of the Bid together with any extensions,
pursuant to the above provisions, is referred to as the “Bid Validity
Period”.
4.5 BID SECURITY
(i) As part of its Bid, each Bidder shall furnish the amount set forth in
Annexure 1, as interest-free refundable cash security deposit (“Bid
Security”), in the manner specified in Section 1.4, as security for the
performance by the Bidder of its obligations pursuant to the RFP
(including without limitation, its representations, warranties and covenants
under the Bid).
(ii) Without prejudice to the generality of the foregoing, the Bid Security shall
be forfeited, if:
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(1) the Bidder has, without MIAL’s written consent, withdrawn its Bid
during the Bid Validity Period; or
(2) in the sole opinion of MIAL, there has been a breach of the
confidentiality or other obligations under the RFP; or
(3) the Bidder has, upon being declared eligible for award of the
Concession, breached the terms of its Bid, or following award,
failed to provide the Performance Security, Utility Deposit and/or
failed to make any other payments as stipulated under the RFP; or
(4) there is a change in Control of the Bidder without prior written
approval of MIAL, upon being declared eligible for award of the
Concession till execution of Agreements; or
(5) the Bidder has been disqualified or the award of the Concession
has been withdrawn pursuant to the RFP.
(iii) The Bid Security of the Successful Bidder shall be returned upon receipt
by MIAL of the Performance Security, Utility Deposit and any other
payment as stipulated under the RFP.
(iv) The Bid Security of the unsuccessful Bidders shall be returned on earlier
of the following events: (a) 30 (thirty) days from the date of the Successful
Bidder completing all actions as per Section 4.7(iv)(3); or (b) 15 (fifteen)
days after the expiry of the Bid Validity Period.
4.6 FORM OF BID
(i) Contents
(1) The Bid shall be submitted in two separate envelopes comprising
of the following:
Part A Bid Documents;
Part B Bid Documents.
(2) The Bid Documents shall comprise of the following:
Table A
Part Contents Reference
Part A (General) Bid Certificate Annexure 2
Authorisation of Signatory(ies) Annexure 3
Bid Security Annexure 3
Additional Information: Annexure 3
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Part Contents Reference
a) Shareholding pattern
b) Other material information
Part B (Financial Bid ) Financial Bid Annexure 4
(ii) Sealing and marking of Bids
(1) Part A Bid Documents: The completed Part A Bid Documents
comprising of the original version shall be sealed in a single
envelope marked with the Bidder’s name and address and with the
following marking:
“PART A BID DOCUMENTS - BID FOR TERMINAL 1 CAR
RENTAL CONCESSION”
(2) Part B Bid Documents: The completed Part B Bid Documents
comprising of the original version shall be sealed and marked as
follows:
“PART B BID DOCUMENTS – FINANCIAL BID FOR
TERMINAL 1 CAR RENTAL CONCESSION”
(3) The aforementioned two envelopes, shall be sealed in a single
envelope marked with the Bidder’s name and address and with the
following marking:
“BID FOR TERMINAL 1 CAR RENTAL CONCESSION”
LAST DATE FOR BID SUBMISSION:___________________
BIDDER’S NAME:____________________________________
BIDDER’S ADDRESS:________________________________
and addressed to the addressee set forth in Section 1.3.
(4) All documents comprising the Bid shall become the property of
MIAL and shall not under any circumstances be returned to the
Bidders. MIAL shall be free to utilise any information / data
provided to it as a part of a Bid in any manner that it deems fit.
(iii) Instructions
(1) Bidder shall submit:
(a) One original version of the Part A Bid Documents; and
(b) One original version of the Part B Bid Documents.
Bidder shall, by way of a duly executed and notarised power of
attorney or certified board resolution (certified by director / company
secretary), authorise a person to represent and act on behalf of the
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Bidder in relation to the RFP and to sign and bind the Bidder to the
Bid, the Agreements and all statements, responses, correspondence
and other documents in relation to the RFP (“Authorised
Signatory”).
(2) Each part of the Bid shall be duly stamped with the stamp of the
Bidder and signed and dated by the Authorised Signatory of the
Bidder wherever required, and each page of the Bid shall be stamped
and initialled by the Authorised Signatory of the Bidder.
(3) Bidder shall ensure that the Bid contains no alterations, omissions or
additions. Any corrections of errors shall be authenticated by the
Authorised Signatory of the Bidder.
(4) Bid documents shall be printed on A4 size paper. All Bid documents
shall be suitably indexed and sequentially numbered for easy
reference.
(5) The details shall be filled in numerals as well as words. In case of
any discrepancy between the numerals and the words, the words shall
be deemed to be correct.
4.7 SUBMISSION, EVALUATION AND AWARD
(i) Submission of Bids
(1) Bids must be received (by courier, registered post or by hand
delivery) by MIAL at the address in Section 1.3 not later than the
last date and time for submission of Bids as specified in
Section 1.2, or, as may be extended by MIAL at its sole discretion.
(2) MIAL does not take any responsibility for delays or failure of the
Bid to reach MIAL. MIAL's non-consideration of any such Bid
shall in no way vitiate the RFP process or the award of the
Concession, nor give rise to any right in favour of or claim by any
Bidder.
(3) Bidder may withdraw the Bid provided that written notice of the
withdrawal is received by MIAL prior to the last date and time for
submission of Bids. Following withdrawal of a Bid, the Bidder
may submit another fresh Bid complete in all respects prior to last
date and time for submission of Bids. It is clarified that, the last
received Bid of the Bidder will be considered as the final Bid. In
the event of withdrawal of the Bid and non-submission of a fresh
Bid subsequently, the Bid Security shall be returned to the Bidder.
For the avoidance of doubt, under no circumstances shall the Bid
documents (other than Bid Security) be returned to the Bidder.
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(4) No Bid shall be modified or withdrawn by the Bidders after the last
date and time for submission of Bids. Bids submitted constitute an
irrevocable, binding offer by the Bidder to contract with MIAL on
the terms which shall not subsequently be changed by the Bidder,
unless otherwise specified by MIAL. If a Bidder attempts to
withdraw or nullify its Bid after the last date and time for
submission of Bids, MIAL reserves the right to disqualify the
Bidder from any other bidding process or any business
opportunities at the Airport and to forfeit the Bid Security.
(5) Without prejudice to the foregoing, Bidders shall promptly notify
MIAL in writing should they become aware that any information
stated in their Bids is or may become inaccurate for whatever
reason, including due to a subsequent change in the circumstances
beyond the Bidder’s control.
(ii) Disqualification
(1) In addition to the grounds specified elsewhere in the RFP, MIAL
shall have the right to disqualify any Bidder if, in MIAL’s sole
opinion:
(a) the Bid is not in the form or on the terms prescribed in the
RFP, or is inaccurate, incomplete, conditional, ambiguous,
obscure or contains deviations or irregularities;
(b) the Bidder, or any employee, officer, agent, director,
advisor, consultant, contractor, sub-contractor, servant or
staff member of, or any person associated with such Bidder
has or may reasonably be thought to have, at any time,
committed any act involving an element of dishonesty,
whether in connection with the Bid or otherwise;
(c) the Bidder engages in anti-competitive behaviour including,
collusion between Bidders or solicitation of MIAL’s
employees, agents, directors, consultants, advisors,
contractors, or sub-contractors. Bidders may only have
contact with the authorised official of MIAL solely for the
limited purpose of submission of Bids and queries
concerning the RFP and other matters as provided for in the
RFP;
(d) the Bidder breaches any of the terms and conditions
contained in the RFP; or
(e) any other fact or circumstance exists, which justifies such
disqualification in the sole discretion of MIAL.
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(2) Notwithstanding anything to the contrary, MIAL reserves the right
to disqualify from participation in the competitive bidding process,
a Bidder if such Bidder or any of the Affiliates of the aforesaid
persons or the promoters, directors, partners, beneficial owners or
senior management of the aforesaid persons or their Affiliates:
(a) is or has been either directly or indirectly involved in any
frivolous or vexatious litigation against MIAL; or
(b) has against it any pending criminal case or investigation; or
(c) has against it any investigation, enquiry or proceedings
pending in connection with any economic offence; or
(d) has any overdue amounts payable to MIAL or any other
default; or
(e) has against it any litigation or proceedings before any court
or authority pending in relation to bankruptcy, insolvency,
liquidation, dissolution or winding-up; or is declared a sick
company;
and if any of the above circumstance(s) is, in the sole opinion of
MIAL, likely to adversely affect the performance of the obligations
under the Concession by the Bidder. The decision of MIAL in this
regard shall be final and binding on all Bidders.
(3) In this regard, MIAL shall be entitled, in its sole discretion, to take
into account information furnished by the Bidder and / or
information obtained from other sources considered by MIAL to be
appropriate.
(iii) Bid evaluation
(1) Bids of eligible Bidders will be evaluated by MIAL in accordance
with the Bid evaluation criteria set forth in Section V.
(2) MIAL may at its sole discretion call any Bidder and seek
clarification from such Bidder as MIAL may deem fit. Each
Bidder specifically agrees and acknowledges that it shall have no
claims whatsoever in this regard against MIAL or any other party.
(iv) Process of award of the Concession
(1) Bids are submitted to MIAL for the sole purpose of placing MIAL
in a position to evaluate whether or not to award the Concession
and, should it decide to do so, to evaluate on what terms such an
award should be granted. Notwithstanding that the Bids conform to
conditions prescribed in this RFP and have been satisfactorily
evaluated, MIAL has no obligation to award the Concession.
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(2) MIAL reserves the right to further negotiate terms of award of the
Concession with any Bidder (including making counter offers to
such Bidder) in accordance with the terms and conditions of the
RFP.
(3) After evaluation of all the Bids in accordance with Section V,
MIAL will inform the Successful Bidder, and will issue a Letter of
Award. The Successful Bidder shall:
(a) within 10 (ten) days from the date of the Letter of Award,
provide the Performance Security, Utility Deposit and any
other payments as stipulated under the RFP; and
(b) cause the Concessionaire to, within 15 (fifteen) days from
the date of the Letter of Award, deliver to MIAL, executed
versions of all documents comprising the Agreements.
(4) MIAL reserves the right, at its sole discretion:
(a) to extend the time for execution and delivery of the
Agreements or furnishing of securities and costs as
aforesaid; or
(b) to amend or modify the terms of the Agreements, prior to
the execution thereof, or to require the Successful Bidder to
enter into any additional agreements, undertakings or
documents. The Successful Bidder shall accept such
amendments and modifications and shall execute such
additional agreements, undertakings or documents without
demur or protest.
(5) The Successful Bidder shall ensure that the Concessionaire
complies with all representations made by the Successful Bidder in
the RFP process. No deviation shall be allowed without the prior
written approval of MIAL.
(6) The Concessionaire shall bear all legal and attorney costs, stamp
duty, registration and other expenses that may be incurred in the
negotiation, registration and execution of the Agreements.
(v) Withdrawal of Award:
(1) MIAL shall have the right to withdraw, with immediate effect or
with effect from any date notified by it, the award of the
Concession and cancel any Agreement consequent thereto, if:
(a) the Successful Bidder fails to provide the Performance
Security or Utility Deposit or fails to make any other
payment as specified under the RFP or execute the
Agreements or perform any other action, all as required
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under the RFP and within the time periods specified
pursuant to Section 4.7(iv)(3);
(b) MIAL becomes aware of any facts or circumstances
(including facts or circumstances which arise after the
award of the Concession) which, in MIAL’s sole opinion,
would have rendered the Bid subject to disqualification
under the RFP had such facts or circumstances arisen prior
to the award and been known to MIAL at the time of the
award;
(c) the Agreements or the award of the Concession is
subsequently set aside by any order of court, arbitration
award or other binding agreement, award or finding,
whether such order, agreement, award or finding arises
from contested proceedings or an agreed settlement of any
dispute;
(d) there is any amendment, modification or change in the
Applicable Laws relating to the Concession which affects
or impacts the award of the Concession;
(e) the Concession is awarded on the basis of any
misrepresentation by the Bidder; or
(f) the Successful Bidder is disqualified in accordance with the
terms of this RFP.
(2) In the event of withdrawal of the award, MIAL reserves the right,
at its discretion, to disqualify the Bidder who was awarded the
Concession, forfeit its Bid Security and the Performance Security
and Utility Deposit, as applicable, and evaluate, discuss or
negotiate with the next highest marked Bidder for the grant of the
Concession. For avoidance of doubt, it is clarified that MIAL shall
not be obligated to cancel the RFP process in such a situation and
shall be entitled to proceed with the remaining Bidders for award
of the Concession. Without prejudice to anything contained herein,
MIAL reserves the right to take any other recourse under
Applicable Laws.
(3) Each Bidder agrees and acknowledges that it shall have no right or
recourse against MIAL as a result of the withdrawal of award of
the Concession and / or cancellation of the Agreements by MIAL
pursuant to the terms hereof.
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4.8 DISCLAIMERS
(i) The information contained in or as part of the RFP or otherwise provided
to Bidders, was obtained from various sources and is offered in good faith
for the guidance of the Bidders only.
(ii) Each Bidder is obliged to become acquainted with all of the provisions of
the Applicable Laws affecting the Bid, the execution of the Agreements
and fulfilment of its terms. Bidders are deemed to have knowledge of and
be in full compliance with all the Applicable Laws, including without
limitation, relevant applicable laws in relation to undertaking the
Concession. Bidders acknowledge and agree that MIAL shall be entitled
to disqualify any Bidder, invoke its Bid Security and exercise any other
remedies it may have (including, without limitation, seek damages for loss
of profit / loss of revenues), if any proceedings are brought against any
Bidder and / or MIAL and / or any party, for breach of any Applicable
Laws in relation to such Bidder’s Bid.
(iii) The RFP documents do not purport to contain all of the information that
may be required by Bidders to evaluate the business opportunity, and / or
its commercial potential / value and each Bidder should conduct its own
independent legal, financial due diligence or other analysis of the business
opportunity, and / or its commercial potential / value and of the
information contained or referred to in the RFP documents and should
obtain such professional advice as it deems necessary including
consideration of any business risks associated thereto.
(iv) Any communication to the Bidders from MIAL shall be valid only if
received in writing from any person authorised by MIAL.
(v) The RFP documents are not intended to form the basis of a decision to
enter into any transaction with respect to the Concession or any other
investment decision and do not constitute an offer, invitation or
recommendation to enter into or make any such transaction or decision.
(vi) Neither MIAL nor its employees, agents, directors, consultants, advisers,
contractors or sub-contractors, make any representation or warranty,
express or implied, or accept any responsibility or liability as to the
accuracy or completeness of the information contained in the RFP
documents or information made available or to be made available in
connection with MIAL, its business activities and / or the Concession or
the Airport and nothing contained herein or provided or to be provided to
the Bidders is or shall be relied upon as a promise or representation,
whether as to the past or as to the future.
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4.9 MISCELLANEOUS
(i) Indemnity
The Bidders shall indemnify MIAL and its employees, directors, agents,
advisors, consultants, contractors and sub-contractors and hold such
persons harmless from and against any and all actions, causes of action,
claims, suits, damages, counterclaims, penalties, losses, expenses
(including attorney’s fees and court costs) and liabilities of any kind which
MIAL or its employees, directors, agents, advisors, consultants,
contractors or sub-contractors, may suffer howsoever arising as a direct or
indirect result of:
(1) any act or omission of the Bidder and / or its employees, agents,
officers, directors, advisors, consultants, contractors, sub-
contractors, servants or staff members, whether undertaken
pursuant to the RFP or otherwise;
(2) the Bidder’s defective performance or non-performance of its
obligations hereunder or under Concession awarded pursuant to the
RFP;
(3) any breach by the Bidder of any warranty, representation or
covenant given in connection with the RFP; or
(4) any act of terrorism, destruction or violence by the Bidder or any of
its employees, agents, officers, directors, advisors, consultants,
contractors, sub-contractors, servants or staff members.
(ii) OMDA and development of the Airport
(1) The Bidders should note that the provisions of the OMDA govern
the operation, management and development of the Airport. By
submitting a Bid, Bidder acknowledges and agrees that the
selection process hereunder is subject to the terms of the OMDA.
In the event of any inconsistency or conflict between the terms of
the Bid, the RFP or the form of Agreements and the provisions and
requirements of the OMDA, the provisions and requirements of the
OMDA shall prevail. Without prejudice to the generality of the
foregoing, each Bidder agrees that the Agreements executed by it
pursuant to the RFP may be assigned by MIAL in favour of AAI,
its nominee(s), the lenders of MIAL and / or nominee(s) of MIAL’s
lenders.
(2) The Successful Bidder should ensure compliance with the
provisions of the OMDA and related agreements which relate to its
obligations under the Agreements.
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(3) Bidders shall declare in the Bid Certificate whether they are or are
not Group Entities, of MIAL or its shareholders (other than AAI).
For this purpose; (A) “Group Entity” with respect to a specified
Entity, means any other Entity directly or indirectly controlling,
controlled by or under common control with such specified Entity;
provided however, that, for purposes of this definition, the terms
“controlling”, “controlled by” or “under common control with”
mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of an Entity,
whether through the ownership of voting securities, by contract or
otherwise, or the power to elect or appoint at least 50% (fifty
percent) of the directors, managers, partners or other individuals
exercising similar authority with respect to such Entity; and
(B) “Entity” means a company incorporated in India or a
partnership firm or a limited liability partnership or an individual/
sole proprietor, a Hindu undivided family, an association of
persons, a body of individuals, trusts and any other artificial
juridical person based in India or abroad.
(4) MIAL shall have the right at all times without obtaining any
consent from, or making any arrangement with, the Successful
Bidder, to develop, redevelop, renovate, retrofit, refurbish or alter
in any way whatsoever or change the structure, layout, finishes,
design or use of the Airport or any part thereof (or any other
premises permitted to be used or developed by the Successful
Bidder). The Successful Bidder shall, at its own cost and expense,
co-operate with MIAL in relation to any operation, maintenance or
development related activity being undertaken at the Airport.
(iii) Good faith
All Bids are required to be submitted in good faith and Bidders are
required to act in good faith during the RFP process and thereafter.
(iv) Communications
(1) All written communications (including queries but excluding Bid
itself) from Bidders to MIAL must be sent by e-mail or registered
post / courier, to the person and at the contact details stated in
Section 1.3. All communications should contain the subject line
“Confidential: RFP - Terminal 1 Car Rental Concession”.
MIAL reserves the right to not consider or respond to any notice or
communication not submitted in accordance with the RFP terms.
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(2) MIAL may communicate in writing to Bidders at the email address
specified by them in their communication to MIAL and all such
communications from MIAL shall be deemed to have been duly
given:
(a) if physically delivered or sent by e-mail, on the date of
delivery or transmission; or
(b) if sent by registered post / courier, 2 (two) working days
after posting.
(v) Assignment and change in Control
(1) No Bidder may assign its rights or obligations that arise under the
RFP without the prior written consent of MIAL.
(2) MIAL reserves the right to disqualify a Bidder if there has been a
change in Control of the Bidder.
(vi) Confidentiality
Bidders shall maintain the confidentiality of this RFP, the form of
Agreements, and other information provided to them from time to time
pursuant to this RFP.
(vii) Other Terms
(1) All costs incurred by a Bidder howsoever arising out of or in
connection with the RFP, irrespective of whether the Bidder is
successful or not, shall be borne by the Bidder without recourse to
MIAL. Each Bidder shall reimburse MIAL for any expenses
(including attorney’s fees and charges) incurred by MIAL in
connection with any claim or dispute raised by such Bidder.
(2) All Bids and other documents and correspondence in connection
with the RFP shall be in the English language. Documents
submitted in any language other than English shall be supported by
a certified English translation copy thereof.
(3) Any inconsistency, conflict or ambiguity in interpretation among
the documents comprising the RFP (including without limitation
the form of the Agreements), shall be resolved in the manner
decided by MIAL, whose decision shall be final and binding on the
Bidders.
(4) No dispensation granted by MIAL in favour of a Bidder shall
constitute a waiver of MIAL’s rights under the RFP, nor shall it
give rise to any right or claim by any other Bidder. MIAL shall not
be precluded, as a consequence of having granted such
dispensation, from exercising any of its rights against such Bidder
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or other Bidders which may have arisen in the past or which may
arise in the future.
(5) The Bidder undertakes at all times to do, within such time as may
be stipulated by MIAL and if not so specified, within a reasonable
period of time, all such things, perform all such actions and take all
such steps and to procure the doing of all such things, the
performance of all such actions and taking of all such steps as may
be necessary for or incidental to the putting into effect and
maintenance of the terms and conditions contained in the RFP or of
any award of the Concession.
(viii) Jurisdiction
The Bidder submits to the exclusive jurisdiction of the courts at Mumbai,
India.
(ix) Applicable laws
The terms and conditions of the RFP shall be interpreted and implemented
in accordance with the laws of India.
***************
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SECTION V : BID EVALUATION
Bids which are in compliance with all terms and conditions of the competitive bidding
process under this RFP, shall be evaluated based on Financial Bids as follows:
5.1 BID EVALUATION
(i) Bidders shall be marked on each criterion as detailed herein and the total
marks of each Bidder shall be determined. The Bidder with the highest
total marks shall be eligible for award of Concession, subject to terms of
this RFP.
(ii) Bids shall be evaluated separately and awarded marks on the following
criteria:
Table B
Evaluation Criteria Code Maximum marks (100)
Present Value of MAG F1 80
Revenue Share (%) F2 20
Total (F1 + F2) F 100
(1) Marks awarded under evaluation criteria (F)
Fx = F1x + F2x
Where
Fx = Total score of Bidder “x”
F1x = Marks awarded to Bidder “x” for present value of MAG
quoted in accordance with Section 5.1(ii)(2) below.
F2x = Marks awarded to Bidder “x” for the Revenue Share
Percentage quoted in accordance with Section 5.1(ii)(3)
below.
(2) Marks awarded for evaluation criteria – Present Value of
MAG (F1)
F1x = ( Mx ÷ Mh ) X MMF1
Where
F1x = Marks awarded to Bidder “x” for present value of MAG
quoted
Mx = Sum of present value of MAG quoted by Bidder “x” for
each of the year or part thereof during the Term after
applying the Discounting Factor
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Mh = Highest sum of present value of MAG quoted by any
Bidder calculated by applying the Discounting Factor
MMF1 = Maximum marks for the present value of MAG (F1) in
the Evaluation Criteria as per Table B above.
(3) Marks awarded for evaluation criteria – Revenue Share
Percentage (F2)
F2x = ( Rx ÷ Rh ) X MMF2
Where
F2x = Marks awarded to Bidder “x” for the Revenue Share
Percentage quoted
Rx = Revenue Share Percentage quoted by Bidder “x”
Rh = Highest Revenue Share Percentage quoted by any Bidder
MMF2 = Maximum marks for the Revenue Share Percentage (F2)
in the Evaluation Criteria as per Table B above.
5.2 FINANCIAL BID
(i) Bidders are required to submit Financial Bids in the form provided in
Annexure 4.
(ii) For Financial Bid, the maximum marks which a Bidder can obtain are 100
(hundred). Marks received by each Bidder will depend on aggregate of
marks obtained for present value of MAG and Revenue Share Percentage
quoted by respective Bidder.
(iii) In the Financial Bid as per Annexure 4, a Bidder shall, for each year
during the term:
(1) quote the MAG and the MMG for respective year as indicated; and
(2) quote the Revenue Share Percentage being not less than the
minimum percentage specified in Annexure 4.
(iv) Notwithstanding the above, Bidders shall ensure that the MMG
(based on the MAG to be quoted by the Bidders) shall, in no event be
lower than floor MMG specified in Annexure 4, applicable on the area
underlying the Car Rental Outlet
(v) For the avoidance of doubt, it is clarified that MMG shall become payable
by the Concessionaire by Commencement Date irrespective of whether
commercial operations at Car Rental Outlet have been commenced or not.
(vi) Bidder shall ensure that MMG applicable for any year shall be always
more than the MMG applicable for the immediately preceding year.
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5.3 COUNTER-OFFERS
(i) The Bidder with the highest total marks shall, subject to it being compliant
with all terms and conditions of the competitive bidding process under the
RFP, be the Successful Bidder.
(ii) Notwithstanding anything to the contrary contained herein, MIAL reserves
the right, at its sole discretion, to make a counter-offer to the Bidder with
the highest marks. If such counter-offer is not acceptable to such Bidder,
MIAL reserves the right to make the same counter-offer to the Bidder with
the second highest marks. If such counter-offer is not acceptable to the
second highest Bidder, MIAL reserves the right to make the same counter-
offer to the Bidder with the third highest marks, and so on. The aforesaid
process may be repeated any number of times, as determined by MIAL at
its sole discretion, and may continue until such time MIAL comes to an
agreement with any of the Bidders. It is clarified that the counter-offer
made by MIAL at any time to any Bidder, shall not be on terms which are
more beneficial as compared to the last counter-offer made to highest
marked Bidder.
***************
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ANNEXURE 1 : DETAILS AND KEY TERMS OF THE CONCESSION
1. Brief scope and description of the Concession: The non-exclusive right to
design, fit-out, finance, develop, operate, maintain and manage the Car Rental
Outlet described below, on the terms and conditions specified hereunder.
2. Details of Car Rental Outlet:
No. Location Approx. Area (sqm) 1 T1 Arrivals - Arrival Hall 4
2 T1 Arrivals - Landside 5
3. Key terms of the Concession:
(i) Category of the Outlet: Car Rental Outlet
(ii) Category Description:
(a) Outlet for providing Car Rental services for passengers arriving at T1
of CSIA.
(b) The Car Rental should cater to wide range packages for the passenger
arriving at the outlet.
(c) The Car Rental should at all time have the cars available for the benefit
of passengers
(d) The Car Rental Outlet will provide car rental services in the car
owned/operated by the successful bidder only. The successful bidder will
not be allowed to engage or hire cars from any third party operator or
aggregator for providing these services.
(iii) Term of the Concession: 3 (three) years from the Commencement Date.
(iv) Pricing Policy:
(a) The Concessionaire shall have a fair and competitive pricing structure for
all Services at CSIA. Concessionaire shall ensure that the Services sold at
the Car Rental Outlet at a rate comparable with rates for similar services at
other comparable places like shopping malls, high street and online portals
(if applicable).
(b) The Concessionaire shall follow the pricing policy as approved by
Regulatory Authorities.
(v) Details, including plans and layouts of the Car Rental Oultet at Terminal 1
(“Tenant Design Guidelines”) will be provided later to the Successful
Bidder.
(vi) Bid Security: Rs. 10,00,000 (Rupees ten lakhs only)
(vii) Capital Expenditure: Concessionaire shall be provided with the counter
by MIAL. Any additional interior works or refurbishment during the Term
shall be done by Concessionaire at its own cost and only after obtaining
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prior written approval of MIAL. On expiry or earlier termination of the
Concession, Concessionaire shall ensure that the Car Rental Outlet
(including the capital expenditure incurred by it) is vacated in good
working condition (normal wear and tear excepted).
(viii) Performance Security: Equivalent to 8 months MMG, in the manner set
forth under the Agreements.
(ix) Utility Deposit: The Utility Deposit amount shall initially be Rs.
100,000/- (Rupees one hundred thousand only) for each of the Utility
meters installed for the Licensed Premises.
(x) Fees and payments:
The Concessionaire shall pay to MIAL on monthly basis, the following
fees and charges, in accordance with the terms and conditions of the
Agreements:
(a) Concession Fee (under the Concession Agreement): shall
comprise of the following components:
i. Fixed Concession Fee: Concessionaire shall pay Fixed
Concession Fee of Rs. 500/- (Rupees five hundred only) per
square meter per month from the Handover Date of the
Licensed Premises, which shall be subjected to escalation
of 5% every financial year.
ii. Variable Concession Fee: shall be as specified in the
Financial Bid submitted by the Successful Bidder in
Annexure 4, subject to counter-offers made by MIAL, if
any.
iii. Additional Revenue Share: The Concessionaire shall pay
MIAL 0.5% (half percent) of its Gross Revenue, on a
monthly basis towards additional revenue share.
(b) Licence Fee (under the Licence Agreement) - Rs. 116.19
(Rupees one hundred and sixteen and Paise nineteen only) per
square metre per month for FY 2017-18, applied on the total area
of the premises licensed to the Concessionaire for undertaking the
Concession, subject to annual escalation @ 7.5% every financial
year. Please refer to the draft Licence Agreement attached in Part -
II in Annexure 5 for more details. Licence Fee shall be payable
with effect from the date of handover of Licensed Premises by
MIAL to the Successful Bidder / Concessionaire.
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(c) Utilities Cost Reimbursement - As per monthly invoice raised by
MIAL based on actual consumption by Concessionaire. MIAL
may at its sole discretion, from time to time during the Term, revise
the rate for Utilities Cost Reimbursement depending upon cost
MIAL has to incur for such Utilities. Utilities Cost Reimbursement
shall be payable with effect from the date of handover of Licensed
Premises by MIAL to the Successful Bidder / Concessionaire.
(d) Property Tax Reimbursement: At the rate of Rs. 30/- (Rupees
thirty only) per square metre per month on the Licensed Premises.
The rate of Property Tax Reimbursement mentioned above is
subject to revision based on assessment of terminal buildings at
CSIA and tax rate revision by the statutory authorities, if any.
Property Tax Reimbursement shall be payable with effect from the
date of handover of Licensed Premises by MIAL to the Successful
Bidder / Concessionaire.
(e) IT Services: Concessionaire shall pay to MIAL or a service
provider nominated by MIAL the IT charges and deposit towards
IT services as per separate agreement to be entered into with MIAL
or the service provider nominated by MIAL. At present, the IT
services are provided by WIPRO Limited at the Airport and the
prevailing charges/deposit are specified in Annexure 7.
The other terms and conditions of the Concession are detailed in the forms of the
Agreements issued by MIAL, which shall form an integral part of the RFP. Bidders are
advised to refer to the forms of the said Agreements, for a better understanding of the
Concession and their obligations in relation thereto, prior to the submission of Bids.
*******************
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ANNEXURE 2 : BID CERTIFICATE
[To be on Rs. 100/- non-judicial stamp paper]
[Place, Date]
To: Mumbai International Airport Private Limited,
Terminal 1B, Chhatrapati Shivaji International Airport,
Mumbai 400 099.
Dear Sirs:
Subject: Bid in response to the RFP for Terminal 1 Car Rental Concession
Ref: Request for Proposal for Terminal 1 Car Rental Concession for dated March
07, 2018 (“RFP”) issued by MIAL.
1. We confirm that we are submitting our Bid for the Concession to design, fit-out,
finance, develop, operate, maintain and manage the Car Rental Outlet forming
part of the Concession under reference, at the Terminal 1 at Chhatrapati Shivaji
International Airport (“CSIA”) as specified below:
Location Approx. Area (sqm)
T1 Arrivals - Arrival Hall 4
T1 Arrivals - Landside 5
2. We represent, warrant and covenant to MIAL that all information furnished or to
be furnished by us to MIAL at any time (including without limitation, as part of
our Bid in response to the RFP) is true, complete, accurate, unconditional and
fairly presented.
3. Having read, carefully examined and understood the terms of the documents
comprising the RFP (including without limitation, the form of the Agreements
issued), we, the undersigned, hereby offer to undertake the Concession (as defined
in the RFP) in accordance with:
(i) all terms and conditions as specified in the RFP, including without
limitation the form of Agreements, the annexures, exhibits, attachments
and amendments to the RFP; and
(ii) our Bid;
provided however that in the event of any inconsistency between (i) and (ii)
above, (i) shall prevail.
4. We hereby agree and confirm that we will not seek to make any deviations of the
terms and conditions of the Agreements and the form of Agreements as provided
by MIAL shall be binding on us.
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5. We hereby agree and confirm that we will not seek to make any deviations of the
terms and conditions of the Agreements and the form of Agreements as provided
by MIAL shall be binding on us.
6. We hereby agree and confirm that our Bid has been prepared strictly in
accordance with the instructions in the RFP (including the forms set forth therein)
and that we shall at all times act in good faith and abide by the terms and
conditions of the RFP.
7. Without prejudice to the generality of the foregoing:
(i) We acknowledge that our offer constitutes an irrevocable and binding offer
and we undertake to keep our Bid valid and open for acceptance during the
Bid Validity Period as required in terms of the RFP.
(ii) If our Bid is accepted, we undertake to:
(a) execute the Agreements, provide the Performance Security and
Utility Deposit, make any other payments as specified under the
RFP; or cause the same to be executed, or provided, or paid as the
case maybe; all as required as per the RFP. We further undertake
that we will not deviate from or seek to negotiate or vary the terms
set forth in the form of the Agreements unless approved by MIAL;
(b) promptly apply for and obtain, at our cost, all approvals, permits
and licences required under Applicable Laws, including without
limitation security clearances from the Bureau of Civil Aviation
Security, or such other competent authority prescribed under
Applicable Laws, Airports Authority of India, Directorate General
of Civil Aviation, etc., as required, to enable us to enter into the
Agreements and commence the activities comprising the
Concession and / or perform our obligations under the Agreements;
and
(c) pay to MIAL fees, charges and amounts, all in accordance with the
terms specified in the RFP and the Agreements. In this regard the
MAG, MMG and Revenue Share Percentage offered by us are set
forth in the Financial Bid submitted by us in Part B, which have
been prepared strictly in the form as attached at Annexure 4 to the
RFP.
(iii) We acknowledge and agree that acceptance or rejection of the brand(s)
proposed by us in our Financial Bid is at MIAL’s sole discretion and in the
event, the brand(s) proposed by us are not found to be aligned to the
overall Airport brand strategy by MIAL, MIAL shall have a right to reject
our Bid in entirety.
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(iv) We acknowledge and agree that the acceptance, rejection or
disqualification of our Bid and award of the Concession, and the
cancellation of RFP at any stage is at MIAL’s sole discretion and any
decision taken by MIAL in relation to the RFP (including the award of the
Concession) is final and binding on us and we shall have no rights or
claims in relation to any decision of MIAL pursuant to the RFP process.
8. We undertake to maintain confidentiality of the RFP documents and abide by the
terms of the confidentiality undertaking hereunder.
9. We represent and warrant to MIAL that as of the date of submission of the Bid
and till the end of the Bid Validity Period:
(i) the information furnished by us is true, complete, accurate, unconditional
and fairly presented;
(ii) there is no information, data or documents which have not been disclosed
which may prejudicially affect MIAL’s evaluation or decision in relation
to the award of the Concession;
(iii) we have all the necessary corporate approvals and authorizations to
participate in the RFP, provide the Bid Security and submit this Bid, and,
if awarded the Concession, to perform the Concession in accordance with
the terms of the RFP, execute and perform the Agreements and provide
Performance Security and Utility Deposit and make any other payments as
specified under the RFP;
(iv) we have complied with, and have obtained all statutory approvals and
authorizations necessary under, Applicable Laws, to participate in the RFP
and to submit this Bid to undertake the Concession as contemplated under
the RFP; and
(v) neither we nor our Affiliates are in anyway, directly or indirectly,
interested in, or associated with any other Bidder or its Bid.
In the event of occurrence of any events or circumstances that would render any of
the foregoing representations and warranties untrue or invalid, we covenant to
promptly notify MIAL of the same and agree that MIAL shall be entitled to reject
our Bid in such event and if awarded the Concession, withdraw the same, without
MIAL incurring any cost or liability.
10. We undertake and agree that we shall abide by the share transfer restrictions set
forth in the Agreements and there shall be no change in Control of the Bidder
without the prior written approval of MIAL.
11. We represent and warrant that we [are / are not] [strike out which is not
applicable] Group Entity(ies), of MIAL or its shareholders (other than AAI). For
this purpose (i) “Group Entity” with respect to a specified Entity, means any other
Entity directly or indirectly controlling, controlled by or under common control
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with such specified Entity; provided however, that, for purposes of this definition,
the terms “controlling”, “controlled by” or “under common control with” mean
the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of an Entity, whether through the ownership of
voting securities, by contract or otherwise, or the power to elect or appoint at least
50% (fifty percent) of the directors, managers, partners or other individuals
exercising similar authority with respect to such Entity; and (ii) “Entity” means a
company incorporated in India or a partnership firm or a limited liability
partnership or an individual/ sole proprietor, a Hindu undivided family, an
association of persons, a body of individuals, trusts and any other artificial
juridical person based in India or abroad.
12. Confidentiality undertaking:
We hereby undertake and agree to keep the Information (as defined below)
confidential. We acknowledge that the Information is confidential information of
MIAL and is provided solely for the purpose of enabling us to participate in the
competitive bidding process for Terminal 1 Car Rental Concession (“Specified
Purpose”). We hereby undertake and agree that in consideration of receipt of
such Information we shall abide and be bound by the following terms:
(a) “Information” means the RFP and any and all documents and
information, provided by or on behalf of MIAL to the Bidder or
otherwise obtained by the Bidder pursuant to the RFP, or
negotiations and discussions with MIAL, including without
limitation, any clarifications, amendments or documents
subsequently issued, drafts of definitive agreements, information
obtained through interactions with MIAL and site visits (if any), all
technical, commercial, financial, operational, legal or statistical
information, all agreements, plans, layouts and documents in
relation to CSIA, in each case whether in writing, electronic form
or other tangible form or disclosed by oral or visual presentation or
other intangible method.
(b) The Bidder shall use the Information solely for the Specified
Purpose. The Bidder shall maintain the confidentiality of the
Information and shall not disclose the Information to any person,
other than:
(a) its employees, professional advisors and consultants, who have a
need to know in connection with the Specified Purpose; and
(b) a party with the prior written consent of MIAL;
provided in each case that (I) Bidder shall ensure that such party
agrees to appropriate confidential treatment of such Information as
per the terms hereof; and (II) Bidder shall be solely responsible for
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any act by such parties which results in the Information not being
treated in accordance with the confidentiality provisions hereof.
(c) Confidentiality obligations hereunder shall not apply to any
Information that (i) is or becomes available in the public domain,
other than by breach of confidentiality obligations by the Bidder or
any other party, (ii) is in possession of the Bidder prior to its
disclosure by MIAL and rightfully received without any breach of
confidentiality by any party. If Bidder is required to disclose any
Information pursuant to any Applicable Laws or an order of any
judicial or statutory authority, Bidder shall give MIAL reasonable
prior notice of the circumstances of such requirement prior to
disclosing such information and shall co-operate with MIAL to
minimize the extent of disclosure, including any effort by MIAL to
contest or obtain a protective order against such requirement.
(d) The Bidder shall, promptly upon the request of MIAL, return or
destroy all Information including without limitation all originals,
copies, extracts and summaries thereof (including information on
electronic media), and certify to MIAL that it has returned or
destroyed such Information within two days of such request by
MIAL.
(e) The Bidder agrees that the use or disclosure of the Information in
breach of these confidentiality provisions will cause irreparable
harm or injury to MIAL, which is incapable of recompense by way
of damages. Accordingly, the Bidder agrees that MIAL is entitled
to seek injunctive or other appropriate relief to restrain any breach
or threatened breach of these confidentiality provisions.
13. We, the Bidder, hereby accept all the terms and conditions of the RFP.
14. We, the Bidder, hereby agree that the RFP and this Bid shall be construed,
interpreted, enforced and governed, in all respects, by the laws of India. The
courts at Mumbai will have exclusive jurisdiction in respect of all matters arising
out of the RFP and this Bid.
15. We, the Bidder, undertake that the representations, warranties, covenants,
agreements and undertakings in the Bid are true and correct and we shall be liable
for any breach thereof.
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16. If our Bid is accepted, we undertake that we shall fulfil all terms, conditions and
other requirements set forth under the RFP and the Agreements.
Yours sincerely,
For and on behalf of [name of Bidder]
___________________________
Signature of Authorised Signatory(ies)
Name:
Title:
Address for communication:
Phone number:
Fax no:
e-mail:
*****************
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ANNEXURE 3 : PART A - GENERAL BID DOCUMENTS
Bidder shall provide MIAL the following documents in Part A of the Bid. Bidder shall
ensure that the documents are clearly divided into sections and marked, numbered and
filed in the same order as set forth below:
A. Bid Certificate
Duly completed Bid Certificate in the form set forth in Annexure 2.
B. Authorised Signatory
A valid power of attorney (original or a notarized copy) or a certified true copy of
valid resolution of the board of directors of the Bidder (certified by director /
company secretary), in favour of the Authorised Signatory of the Bidder, for
signing and submitting the Bid in accordance with the RFP.
C. Bid Security
Demand draft for the Bid Security in accordance with the provisions of
Section 4.5 or if the payment has been done by direct transfer, then a copy of the
document evidencing payment of amount mentioned in Section 4.5.
D. Additional Information
1. Shareholding details
Bidders shall provide their shareholding pattern (along with listing details,
in case of listed entities) and other related information / details in the
format clearly showing details of the shareholding of promoters,
institutional investors, financial investors, public shareholding (if any), etc.
2. Other material information
Bidders shall disclose all material information, that (i) is likely to affect
the performance of the Concession by the Bidder, if awarded; or (ii) may
prejudicially affect MIAL’s evaluation or decision in relation to the award
of the Concession to the Bidder. Such material information shall include
without limitation:
(a) Any factor adversely affecting the financial strength, defaults in
respect of any loans, borrowings or financial assistance, non-
repayments, threatened bankruptcy, insolvency or liquidation
proceedings, etc.
(b) Anticipated business developments: e.g., mergers, amalgamations,
reconstructions, takeovers or other corporate restructuring or change
in ownership, etc.
If there is no material information to be submitted under this section,
Bidder shall indicate “None” against this section. It is hereby clarified that
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any failure of the Bidder to disclose the above information may result in
the disqualification of the Bidder and rejection of its Bid at any time.
MIAL reserves the right to require the Bidder to submit any other information or
documents in relation to the Bid as it deems fit.
*******************
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ANNEXURE 4 : PART B - FINANCIAL BID
[Attached Separately]
Bidders shall provide MIAL with duly filled sheet in the format provided separately and
shall seal and mark Financial Bid in the manner set forth in Section 4.6 of the RFP.
***************
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ANNEXURE 5 : FORMS OF AGREEMENTS
Part I - Concession Agreement
[Attached Separately]
Part II - Licence Agreement
[Attached Separately]
***************
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ANNEXURE 6 : FORMAT FOR CLARIFICATIONS
S.No. Document Name Section / Clause
Number
Brief
description of
the provision
Clarification
Sought
***************
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ANNEXURE 7 : PREVAILING IT SERVICE CHARGES/DEPOSIT
[Attached Separately]
***************