REPUBLIC OF BULGARIA MINISTER OF TRANSPORT, INFORMATION TECHNOLOGY AND COMMUNICATIONS TO ALL INTERESTED PERSONS IN THE PROCEDURE FOR GRANTING A CONCESSION FOR SERVICE FOR THE OBJECT CIVIL AIRPORT FOR PUBLIC USE SOFIA RE: Received questions concerning the procedure for granting a concession for service for the object civil airport for public use Sofia public state property DEAR SIR/MADAM, In connection with questions received from interested party concerning the procedure for granting a concession for service for the object civil airport for public use Sofia public state property, we provide the following answers: QUESTION ANSWER Documentation for participation in an open procedure for granting a concession 1. Is our understanding correct that if a Under art. 10.4. of the draft concession participant wishes to use agreement, the concessionaire is entitled to use subcontractors at any time during the term of the concession, it is obliged subcontractors in the execution of the concession contract in case that its bid has indicated the to list their name, type of share of concession and types of operations of subcontracted work and percentage share from the value of concession in the concession, which will be performed by subcontractors. table 2 of Annex 7 of the Subcontractors in the performance of one or Documentation for participation in an open procedure for granting a more activities which are subject of the concession agreement, for example, can be concession (the Documentation )? participants in the association, with the Please clarify which entities are considered as subcontractors, e.g. will retail companies, food and possibilities of which is proved the fulfilment of the selection criteria in the event that the participant selected as a concessionaire is an beverage companies, advertising association. companies, or construction Under item 2.7.21. of Decision 419/2016 of companies be considered for the Council of Ministers, the concessionaire is subcontractor? Please clarify how the obliged throughout the duration of the percentage share of the value of the concession with respect to a given subcontractor shall be calculated. Is the value of the concession required concession to carry out alone the ground handling activities under art. 48д, para. 3 item 1-7 by CAA and at its discretion to carry out the ground handling activities under art. 48д, para. 3
for the purpose of this table the one stated in Section XIII (Estimated value of concession) of the Documentation? If a construction company is а subcontractor, will the value of its contract be split by the value of the concession in order to obtain the percentage required in table 2 of Annex 7? item 8-11 of the CAA alone or by assignment to third parties, that have been issued the relevant license for ground handling activities. Article 16.1. of the draft concession agreement provides for an obligation for the concessionaire to perform independently and without the possibility of granting to third parties the following elements of the airport services: - The functions of airport administration under Art. 48a, para. 3 of CAA; - The management and operation of the airport as an airport operator and - The activities under Art. 48д, para. 3 item 1-7 of the Civil Aviation Act, for which he has received licenses. This obligation is consistent with the prohibition under p. 9.1 of Decision of the Council of Ministers 419/2016. Leading for the participant when submitting the information for subcontractors is to be mentioned the types of activities which they will perform in the execution of the concession contract. According to the methodology for calculating the estimated value of the concession contained in the Documentation, the estimated value of the concession of civil airport for public use Sofia is calculated as the total turnover of the concessionaire (excluding VAT) during the operation of the concession object derived as the sum of all revenue from the operation of services, therefore relevant for determining the value of the concession are the revenues of the concessionaire from the concession. When the concessionaire assigns part of the activities (including construction) of subcontractors, the share of the value of the concession of each subcontractor shall be that part of the proceeds from the concession, which will receive the subcontractor. In this sense, for the purposes of Table 2 of the Appendix 7 estimated value of the subcontract (revenue subcontractor) should be divided by the estimated value of the concession (revenues from concession). Under Art. 11.2.1. of the draft agreement at any time during the period of the concession the concessionaire shall have the right to choose subcontractors for carrying out commercial activities, as well as to carry out the whole or 2
2. Please clarify what is meant in Annex 8, point 6 of the Documentation, by Evidence for fulfilment of the applicable criteria that form the complex assessment of the offer including about the ability of the participant to fulfil the technical specification reasoning of elaborations relevant to the applicable criteria for conformity to the technical specifications and standards under Section VIII, item 8.5? By way of examples, what evidence can a participant provide in its proposal for the fulfilment of any of the following criteria: size of the single and the annual concession payment, business proposal, investment program and proposed security measures? Is this rather an argumentation that the business proposal, investment program, etc. can be fulfilled within the proposed time and for the proposed amount? Do technical specifications in the cited sentence from the Documentation mean Decision 419 of the Council of Ministers under 8.5.1 of the Documentation and any applicable laws of Bulgaria and the EU under 8.5.2 of the Documentation? 3. Please confirm whether in Annex 18 from the Documentation a participant shall propose to the Grantor its own targets for quality of operation of the airport. 4. Please confirm whether in Annex 19 from the Documentation a participant shall propose its own targets with respect to traffic flows, etc., for each year of their investment program and each phase of their part of the construction and installation works of the concession object. As indicated in Annex 8 item 6 of the Documentation, the Participants should prepare a justification of the development (Investment program of Sofia Airport, size of the single and the annual concession payment, Business proposal for the operation of the airport and Security measures at Sofia airport) on the applicable criteria for compliance with the technical specifications and standards in accordance with paragraph 8.5 and paragraph 8.6. of Section VIII "Conditions (basic requirements for content), which must meet the offer, including technical specifications" of the Documentation. The justification of the developments is a proof of compliance with the applicable criteria, that form the complex evaluation of the bid of the tenderer and shall be drawn up in free text. The technical specifications are given in paragraph 8.6. of Section VIII "Conditions (basic requirements for content), which should be fulfilled by the offer, including technical specifications" of the Documentation. In Annex 18 of the Documentation, the participant should propose a binding list with its own indicators and set goals that will improve the quality of the work. By its specified binding measures of the quality of the work will be assessed its activities related to the operation of the airport and they will be coordinated with DG "CAA" and MTITC. In Annex 19 of the Documentation, the participant should propose its own target indicators and expected traffic flows for each year of its proposed investment program and for each phase of the master plan for the airport development. 3
master plan. 5. Does Sofia Airport have any contract with an airline (such as Ryan Air or Wizz Air ) that commits an individual price or minimum and maximum range for prices? If yes, please provide the contracts. 6. We understand that the future regulated fees for 2017 have been proposed on the website of Sofia Airport EAD (http://www.sofiaairport.bg/sites/default/files/letter_co nsultations_2016_bg.pdf). Do we understand correctly that the passenger fee per departing international passenger for both Terminals 1 and 2 is proposed to be EUR 5.5, as compared to the current EUR 11.5 for Terminal 2? Do we Commercial "Sofia Airport" EAD has no contracts with any airline on determining the levels of airport fees, given that they are determined by the airport operator in consultation with all users. "Sofia Airport" EAD implements a Program of incentive discounts for traffic development, which is opened to all airport users (airlines). The program contains transparent criteria for granting different types of discounts and any airline can benefit in achieving compliance. The use of incentive discounts on the amount of airport fees is not covered by an individual agreement with any airline company. As a ground service operator, "Sofia Airport" EAD has negotiated individual package prices for service of certain types of aircrafts to airlines, regular customers of the airport. The prices are formed by the sum of the prices offered by each flight services decreased with the respective volume of operations carried out by any client. Subject of the agreements for ground handling are precisely those individual prices. "Sofia Airport" EAD has concluded contracts with airlines as follows: Agreements on rental business offices for staff; Agreements on rental offices for selling airline tickets; Subscription for use of the parking lots. The discount program as well as the agreements are available for review in the Information Room under the terms and conditions set out in Section III, item 3.3. of the Documentation for participation. Regulatory During this year's consultation with all users "Sofia Airport" EAD proposed a fee for departing passengers at Terminal 1 and Terminal 2 amounting to EUR 5.5, as of 01.01.2017. On 30.09.2016 was held General discussion with the users of the airport on the size and the system of airport fees for 2017. On 31.10.2016 will be officially announced the final decision on the amount of airport fees for the period 01.01.- 31.12. 2017. 4
understand correctly that on 30th September 2016 consultations were held with all interested parties as part of the procedure for determination of regulated fees? Please provide the complete minutes of that meeting. QUESTION 1. Please explain what the Stores (shops) with 998.354 BGN and Premises with 1.323.606 BGN refer to in Attachment V.1.12 in Folder 14 in the data room? What is the basis for separating these 2 items? Which shops/categories do each of them include? QUESTION ANSWER 1. Annex No. 12 of the Documentation for participation (the Documentation ) consists of a Declaration certifying the lack of circumstances under art. 16, paragraph 3 of the Concessions Act (CA). Тhe said article of the CA applies only to individuals. We assume that there is an inaccuracy in the sample of Annex No. 12 in the sense that despite the declaration referring only to individuals - participants in the tender procedure, the sample Annex No. 12 indicates that the individual represents а participant which is legal entity/association. Please clarify whether a participant which is a legal entity or an association of legal entities should provide Annex No. 12. Information is available for review on the spot at the terms and conditions set out in Section III, item 3.3. of the Documentation of the procedure. Annex 6 folder 18 - Minutes of general discussion, held on 30.09.2016 ANSWER Shops incl.: Accommodation incl.: 1. Souvenirs shop; 1. Warehouses; 2. Grocery store; 2. Offices for 3. Flowers shop; terrestrial operators; 4. Newspapers and 3. Working areas for magazines shop; terrestrial operators; 5. Gift shop; 4. Business Lounge; 6. Branded clothing 5. Areas for providing shop; services in packaging 7. Toys shop; and protection of 8. Tobacco products passenger baggage; shop; 6. ATM Areas; 9. Jewellery shop; 7. Areas for installing 10. Drugstore. massage chairs; 8. Area for ticket machine; 9. Area for GSM base station. Declaration certifying the absence of the circumstances under Art. 16 para. 3 of the Concessions Act (Annex 12 of the Documentation for participation) is submitted by a natural person, when alone, as member of an association or as a subcontractor is involved in the procedure for granting a concession. 5
2. According to item 7.1. 2) of the Documentation the participant shall provide a document issued by one or more eligible financial institutions which evidences the availability and/or the ability to procure the financial means in the amount of the minimum upfront concession payment. Under item 7.1.3 Eligible financial institution shall mean a bank or another financial institution with long-term credit rating of ВВВ+ (or higher) issued by Standard & Poor's Corporation or Baal (or higher) issued by Moody's Investors Services, Inc. or ВВВ+ (or higher) issued by Fitch Ratings. Please clarify whether the participant shall submit a document evidencing the rating of the respective bank/s and/or other financial institutions? 3. Тhe Economic and financial status criteria includes a requirement for the participant to have a registered share capital not less than BGN 200,000,000 (two hundred million Bulgarian levs) (item 6.1.1 of Documentation). Please clarify whether the participant shall provide additionally a certificate (issued by a competent authority in compliance with the legislation of the country where the participant is established), evidencing the minimum required registered share capital of the participant? 4. Item 8.2. 5) of the Documentation provides that the participant shall enclose a Resolution of the competent body of the merchant providing for submission of an offer to the Application for participation. Annex No. 7 Application for participation (item III, 17)) indicates that the participant shall It is not necessary for the participant to provide a document proving the rating of the servicing bank/financial institution. The documents that the participant should submit to prove compliance with this criterion "Economic and financial standing" are specified in Section VII "Documents of proof applicable to the minimum requirements to fulfil the criteria for selection of participants in section VI", para. 7.1. of the Documentation for participation. It is needed to be presented the annual financial statements of the participant that proves this criterion for the last three financial years. If the legislation of the country of establishment of the applicant does not require the annual financial statements to contain information about the registered share capital, the participant should present the relevant document with the evident required minimum registered share capital. In Annex 7 of the Documentation for participation, item III, 17 is specified that the decision of the competent authority of the trader to submit the offer applies to the application for participation, when applicable. The decision for the offer submission should be taken by the relevant authority in whose competence is the adoption of the decision to submit an offer, depending on the case, which 6
provide a resolution of the competent body of the merchant providing for submission of an offer only where such resolution is required. Please clarify whether the participant shall submit a "Resolution of the competent body of the merchant providing for submission of an offer" in any case or only where such a resolution is required by its bylaws (articles of association, memorandum of association, statutes, etc.). Are there any specific requirements relating to the content of the resolution under item 8.2. 5)? 5. Both Annex No. 7 "Application for participation" and Annex No. 8 "Proposal for participation" indicate that the participant shall provide a Declaration of origin of the funds under Art. 4 para. 7 and Art. 6 para. 5 item 3 of the Bulgarian Measures against Money Laundering Act (MAMLA). Please clarify whether the participant shall provide two Declarations of origin of the funds under Art. 4 para. 7 and Art. 6 para. 5 item 3 of AMMA and enclose them to Annex No. 7 "Application for participation" and Annex No. 8 "Proposal for participation". 6. According to item 8.2. 4) of the Documentation the participant shall enclose documents certifying the fulfilment of the applicable selection criteria under art. 26, paragraph 1 of the Concessions Act to Annex No. 7 "Application for participation", as defined under the Documentation (Section VII). Pursuant to 7.1.1. of Section VII of the Documentation the participant shall provide a declaration of commitment under also refers to the minimum content of the decision under item. 8.2.5 of the Documentation. The Declaration for the origin of the funds under art. 4, para. 7 and art. 6, para. 5, item 3, which is set out in Annex 7 and Annex 8 is Annex 15 of the Documentation for participation and is applicable to both, to the application for participation, and to the proposal for participation. The declaration should be filled in a form in accordance with Annex 15 of the Documentation for participation and should not contain the amount of the single and the annual concession payment, investment, and other parameters in financial terms. The indication of the size of the single and the annual concession payment, the investments and other parameters in financial terms in the Declaration for the origin of the funds as well as in any other documents of the application for participation is grounds for removal of the participant from the procedure. The Declaration under Annex 17 is one and should be attached to the application for participation. 7
Annex No. 17. Item 8.2. 8) also provides that the participant shall enclose a declaration of commitment under Annex No. 17 to the Application. Please clarify how many declarations of commitment under Annex No. 17 need to be enclosed to the Application for participation by the participant one or two declarations? 7. Please confirm that the payment proposal under item 11.2. Upfront and annual concession payment of the Documentation shall be specified only in Annex No. 9 Binding offer. The proposals of the participants for the single and the annual concession payment should be included in both the Annex 9 of the Documentation for participation - "Binding offer for participation in the procedure for granting a concession for civil airport for public use Sofia" and in Annex 8 of the Documentation for participation - the "Proposal for participation in the opened procedure for granting a concession for the civil airport for public use Sofia". The indication of the amount of the single and the annual concession payments, investments and other parameters in financial terms in the application for participation is grounds for removal of the participant from the procedure. 8