BANGALORE INTERNATIONAL AIRPORT LIMITED Administration Block, Kempegowda International Airport, Devanahalli, Bangalore 560 300 INVITATION TO EXPRESSION OF INTEREST Invitation to Expression of Interest for carrying out Airfield Works Construction of New South Parallel Runway, Apron and Associated Works at Kempegowda International Airport 1. INTRODUCTION Bangalore International Airport Limited ( BIAL ), a company registered under the Companies Act, 1956, is the developer, owner and operator of the Kempegowda International Airport ( Airport ). BIAL is committed to establishing this Airport as one of India's leading airports, in terms of quality and efficiency and set a benchmark for the future commercial development of Indian airports. Growth in the Indian aviation market and the Bengaluru region has necessitated the need for expansion of the Airport to accommodate additional passengers and flights. Towards this purpose, BIAL has decided to expand and upgrade the existing airfield infrastructure by construction of a new south parallel runway ( NSPR ), taxiway systems, pavement, drainage works, terminal apron, ancillary buildings and associated infrastructure facilities (the Project ). In this regard, BIAL invites Expression of Interest (the EOI ) from experienced and reputed contractors for execution of the Works (as detailed below) for the Project. Interested parties having valid statutory registrations and capable of undertaking the Project with the relevant experience and resources on terms and conditions stipulated in this EOI and desiring to qualify to participate in the tender process, are invited to apply expressing their interest. BIAL has adopted a two-stage process (collectively referred to as the Bidding Process ) for award of the Project. The first stage (the Pre- Qualification Stage ) of the Bidding Process involves selection of interested parties who submit an EOI (the Applicant, which expression shall, unless repugnant to the context, include the members of the Consortium (as defined hereinafter)), in accordance with the provisions of this invitation to the EOI. At the end of the Pre-Qualification Stage, BIAL expects to announce a list of all qualified Applicants (the Bidders ) who will be eligible for participation in the second stage (the Bid Stage ) of the Bidding Process comprising of the request for proposals (the RFP ). Page 1 of 16
2. BROAD SCOPE OF WORKS BIAL intends to obtain from the successful Bidder, a fully functional and fit to purpose Project. The broad Scope of Works of this Project shall include but not be limited to design, engineering, procurement, supply and delivery, construction, erection, installation, setting to work, testing, and commissioning of the Project any and all Works including related works required for the completion of fully operational Project and other related structures including but not limited to runway, taxiway systems, pavement, drainage works, terminal apron, ancillary buildings like aircraft rescue and fire-fighting, gate house etc., and associated infrastructure facilities like drainage system, Airfield Ground Lighting System and security system like fence etc., cross field taxiways to connect to the existing airfield, perimeter / Access roads, NAVAIDS infrastructure, GSE underpass. The scope of work shall also include integration of services and utilities of the proposed NSPR with the existing services and utilities (such as HVAC, electrical, drainage, communications, PHE, fire detection and protection, water, sewer and other utility services) along with Airport systems support facilities and buildings (the Project ). The detailed scope of Works shall be provided in the RFP during the Bid Stage. The Works to be executed by the successful Bidder is expected to meet the intended requirements of BIAL, as shall be stated in the RFP documents. 3. ELIGIBILITY CRITERION The Applicants shall be eligible to participate in the Bidding Process, if they fulfill all the following requirements: 3.1 Financial Criteria as per Form II: (a) Turnover: Average annual financial turnover in similar construction during the last three years ending 31 st March preceding the date of submission of EOI (the Submission Date ) INR 650 Crores (Rupees Six Hundred and Fifty Crores). (b) Net worth: The Applicant shall have a Minimum Net Worth (Share Capital and Free Reserves & Surplus), certified by a Statuary Auditor/ practicing Chartered Accountant, which shall be more than INR 250 Crores (Rupees Two Hundred and Fifty Crores). Net Worth shall mean the sum of subscribed and paid up equity and reserves from which shall be deducted the sum of revaluation reserves, miscellaneous expenditure not written off and reserves not available for distribution to equity share holders. In case of a Consortium, the Net Worth of members of the Consortium should satisfy the above conditions of eligibility; provided that each such member of the Consortium shall at all Page 2 of 16
times till the expiry of period of 2 (two) years from the date of commercial operation of the Project, hold share of not less than 26% (twenty six per cent) of the Consortium. (c) Liquid Resources: Minimum accessible/available financial resources, either (1) Liquid Resources (cash and bank balance) or (2) Combination of Liquid Resources (cash and bank balance) and balance undrawn over draft to be sufficient to meet INR 125 Crores (Rupees One hundred and twenty five Crores). Supported by Statuary Auditor/ practicing Chartered Accountant certificate/letter of works from bankers on undrawn limits as applicable as on two (2) days before applicant submit application as on two (2) days before applicant submit application. (d) Corporate Debt Restructuring (CDR)/Strategic Debt Restructuring (SDR)/ Scheme for Sustainable Structuring of Stressed Assets (S4A): The Applicant/Lead Member along with all members of the Consortium should not have applied for either of CDR or SDR or S4A in last three (3) years. 3.2 Technical Criteria as per Form III: Seven (7) years preceding the Submission Date Satisfactorily Completed, as prime contractor in the field of design, engineering, procurement, supply and delivery, construction, installation, setting to work, testing and commissioning of any and all works related to Airfield Pavement Works including AGL in India or overseas (a) (b) (c) 3 [Three] works of value not less than each INR 850 Crores; or 2 [Two] works of value not less than INR 1100 Crores each; or 1 [One] work comprising of above scope of value not less than INR 1750 Crore. The projects of above description and contract price thresholds are hereinafter referred to as the Eligible Projects. Satisfactorily Completed : A work is said to be satisfactorily completed when it conforms to the acceptable levels of specified specifications and when the work is completed within the original or extended completion period, without levy of abnormal liquidated damages for delay on the part of the contractor. The certificate of satisfactory completion issued by the concerned employer is to be provided to BIAL. If the work was done in another joint venture, the value in proportion of the participation in that joint venture shall be considered. Applicant s experience shall be measured and stated in terms of a score (the Experience Score ) which shall be measured and stated in terms of Eligible Projects which are Satisfactorily Completed. Page 3 of 16
Financial Year, for a year in consideration, shall mean the period from April 1 of the preceding year to March 31 of the year in consideration. In the event the accounting year followed by the Applicant in the course of its normal business is different, the Applicant shall submit the Statutory Auditor certificate considering the periods as specified in this Clause. 3.3 Short-listing of Applicants (a) (b) (c) Subject to clause 3.1 above, the credentials of eligible Applicants shall be measured in terms of their Experience Score. The sum total of the Experience Scores for all Eligible Projects shall be the Aggregate Experience Score of a particular Applicant. In case of a Consortium, the Aggregate Experience Score of each of its members shall be summed up for arriving at the combined Aggregate Experience Score of the Consortium. The Applicants shall then be ranked on the basis of their respective Aggregate Experience Scores and short-listed for the Bid Stage. BIAL may, in its discretion, maintain a reserve list of prequalified Applicants who may be invited to substitute the short-listed Applicants in the event of their withdrawal from the Bidding Process or upon their failure to conform to the conditions specified herein; provided that a substituted Applicant shall be given at least 30 (thirty) days to submit its bid. 4. CONSORTIUM The Applicants may form a consortium or a joint venture (the Consortium ) to submit the EOI. Consortium shall mean association of persons combining their respective resources in order to submit their EOI. Number of members in a consortium shall be limited to a maximum of three including a designated Lead Member. The members of the Consortium shall nominate one Member as the Lead member (the Lead Member ), who shall at all times have share of at least 26% (twenty six per cent) of the Consortium till the expiry of period of 2 (two) years from the date of commercial operation of the Project. The nomination(s) shall be supported by a power of attorney signed by all the other members of the Consortium. EOI submitted by a Consortium shall comply with the eligibility criterion in accordance with Clause 3 above, along with the following requirements: (a) The EOI shall contain complete information required for each member of the Consortium. Page 4 of 16
(b) (c) (d) (e) The EOI shall include a description of the roles and responsibilities of individual members of the Consortium. Each of the members of the Consortium shall at all times, have share of at least 26% (twenty six per cent) of the Consortium till the expiry of period of 2 (two) years from the date of commercial operation of the Project. an individual Applicant cannot at the same time be member of a Consortium submitting an EOI. Further, a member of a particular consortium applying cannot be member of any other consortium applying for EOI. Members of the consortium shall submit a memorandum of understanding (the MoU ) for the purpose of submitting the EOI and for participating in the Bidding Process, duly notarized and on stamp paper of appropriate value. MoU shall, inter alia, include the following salient provisions: convey the intent to form a Consortium with ownership equity commitment(s) in accordance with this invitation to EOI, which would enter into a contract with BIAL and subsequently perform all the obligations of in terms of such contract, in case the contract to undertake the Project is awarded to the Consortium; commit the minimum equity stake to be held by each member of the Consortium; commit that each of the members of the Consortium, whose experience will be evaluated for the purposes of this EOI, shall hold share of at least 26% (twenty six per cent) or more of the Consortium and shall further commit that each such member shall, till the expiry of a period of 2 (two) years from the date of commercial operation of the Project, hold share of not less than 26% (twenty six per cent) of the Consortium; members of the Consortium to undertake that they shall collectively hold at least 51% (fifty one per cent) of the share in the Consortium at all times till the expiry of a period of 2 (two) years from the date of commercial operation of the Project; the MoU entered into among the members of the consortium shall be specific to the implementation of the Project; the MoU shall clearly state that the members of the consortium shall be liable jointly and severally for the execution of the Project and shall in no event terminate / rescind of this Consortium till the completion of this Project; Page 5 of 16
the MoU shall convey the intent, rights and obligations of the Consortium members to enter into a joint venture agreement between themselves ; and The MoU shall include a description of the roles and responsibilities of individual members of the Consortium and the decision making mechanisms within the Consortium; the MoU shall specify the ownership structure of each member in the Consortium, specify the authorized signatories of each member and the authorized signatory on behalf of the Consortium etc. (f) (g) (h) (i) (j) (k) (l) The EOI shall be duly signed by the authorized signatory of the Applicant/ Consortium and shall be legally binding on all the members of the Consortium. The EOI has to clearly outline the legal structure of the members of the Consortium. The ownership structure of the joint venture as well as the decision making mechanisms within the consortium shall be provided. All the members of the Consortium shall be jointly and severally liable for due performance. Change in constitution or percentage participation in the Consortium shall not be permitted at any stage after their submission of EOI by the Applicant. In case the Applicant is a Consortium, each member of the Consortium should substantially satisfy the pre-qualification requirements to the extent specified herein and the minimum percentage of qualification criteria to be satisfied by each of the member of the Consortium is twenty five percent (25) %. The MoU/joint venture agreement executed between the members of the Consortium should evidence the commitment of the members of the Consortium to joint and several liabilities for due performance. A member of the Consortium providing only technical assistance or finance is not acceptable since it cannot commit for joint and several liabilities for due performance of the contract for the Project. Each member of the Consortium should have experience in similar nature of Work. 5. OTHER CONDITIONS 5.1 BIAL reserves the right to accept or reject any or all EOI without assigning any reasons and is not obliged to correspond with the applicants in this regard. Further, BIAL reserves the right to change and / or cancel the prequalification and tender process and / or review / revise the prequalification criteria at any time without prior notice or without assigning Page 6 of 16
any reasons whatsoever, and this shall be without prejudice to its right to re-tender at any time in the future and in such case, no applicant/intending applicant shall have any claim arising out of such action. 5.2 BIAL reserves the right to issue amendments to this document by issue of an addendum, at any stage, without liability or any obligation for such invitation and without assigning any reason. This invitation for EOI does not give rise to any rights in rem and is not an offer or an invitation to offer. 5.3 EOI, pursuant to the invitation by BIAL, shall be considered to be an acceptance of all the terms and conditions of this invitation by such Applicant and no claims or disputes raised by it during or subsequent to the award process shall be entertained by BIAL. 5.4 All documents and other information supplied by BIAL or submitted by an applicant to BIAL shall remain or become the property of BIAL. BIAL will not be liable to return any application or any information provided along therewith. 5.5 The applicants shall bear all costs associated with the preparation and submission of its EOI. BIAL shall in no case be responsible or liable for these costs, regardless of the conduct or outcome of EOI process. 5.6 Laws of the Republic of India shall be applicable to the Bidding Process. The courts at Bengaluru shall have exclusive jurisdiction in relation to any disputes. 5.7 The Applicant/Lead Member of a Consortium shall be an Indian company incorporated under the Indian Companies Act, 2013 or the Indian Companies Act, 1956. In case the Applicant is a Consortium, it shall, in addition to forming a Consortium, comply with the additional requirements as stated in clause 3 above. 5.8 Litigation History: Applicants, including each of the members of a Consortium, should provide information on any history of litigation or arbitration as per Form IV: (a) (b) (c) (d) (e) Litigations or arbitrations in respect of any contracts executed or in progress in the past 5 (five) years. In respect of litigations or arbitrations against any government entity. Litigations or arbitrations against BIAL or any of its subsidiaries and/or associate companies. Pending investigations or proceedings in respect of any moneylaundering, corruption or anti- bribery laws Any litigation or arbitration affecting this Project Page 7 of 16
5.9 Conflict of Interest Applicants shall not have a conflict of interest (the Conflict of Interest ) that affects the Bidding Process. Any Applicants found to have a Conflict of Interest in the Pre-Qualification Stage shall be disqualified. An Applicant shall be deemed to have a Conflict of Interest affecting the Bidding Process if: (a) (b) (c) (d) A firm applies for qualification both as an individual and a member of a Consortium; If Applicants in two different applications have controlling shareholders in common; Submit more than one application in this EOI process; or If the Applicant has participated as a consultant in the preparation of the design or technical specifications of the works that are the subject of the EOI. 6. CLARIFICATIONS 6.1. Applicants requiring any clarification on the EOI may notify BIAL in writing or by fax and e-mail as specified in the address for communication. They should send in their queries ten (10) days before the Submission Date. BIAL shall endeavor to respond to the queries no later than five (5) days prior to the Submission Date. BIAL reserves the right not to respond to any question or provide any clarification, in its sole discretion, and nothing in the EOI shall be taken or read as compelling or requiring BIAL to respond to any question or to provide any clarification. 6.2. BIAL may also on its own motion, if deemed necessary, issue interpretations and clarifications and may extend the Submission Date through a notification on its website. All clarifications and interpretations issued by BIAL shall be deemed to be part of the EOI. Verbal clarifications and information given by BIAL or its employees or representatives shall not in any way or manner be binding on BIAL. 6.3. To facilitate evaluation of EOI, BIAL may, at its sole discretion, seek clarifications from any Applicant regarding its EOI. Such clarification(s) shall be provided within the time specified by BIAL for this purpose. Any request for clarification(s) and all clarification(s) in response thereto shall be in writing. If an Applicant does not provide clarifications sought as specified herein, within the prescribed time, its EOI shall be liable to be rejected. In case the EOI is not rejected, BIAL may proceed to evaluate the EOI by construing the particulars requiring clarification to the best of its understanding, and the Applicant shall be barred from subsequently questioning such interpretation by BIAL. Page 8 of 16
6.4. BIAL reserves the right to call for additional documents/information in a form and manner to be specified. Such documents/information shall be provided within the time specified by BIAL for this purpose. 6.5. The EOI shall contain complete and all information sought in the EOI. BIAL shall neither be obliged to seek clarifications nor be liable in any way, if information is not provided by the Applicant. 7. EXPRESSION OF INTEREST: SUBMISSIONS AND COMMUNICATION 7.1. EOI must be submitted with the above particulars, supported by documentary evidence and shall include the following: (a) A covering letter on the letter head of the Applicant (Lead Member in the case of Consortium) stating its: (i) (ii) (iii) intent to participate in the EOI acceptance of the terms and conditions of the Bidding Process, Eligibility against each of the Eligibility Criterion (b) (c) Detailed Applicant s profile and capability - Detailed project documentation clearly enumerating the projects completed, including but not limited to client certification, description of role and responsibility and works executed, schedule/actual start and end date, budgeted and actual cost of the project etc. General Information as per attached Form I: General Information; (d) The Power of Attorney/ Board Resolution (refer notes to Form I) (e) (f) (g) (h) Annual reports for the last 3 years; Organization structure, details of technically skilled man power to be deployed for the execution of the work stipulated under the EOI; Copy of Pan Card and Service Tax registration number and any other Statuary documents; MOU between the Consortium members to participate in the selection process and setting out the share holding pattern together with role and responsibility of each consortium member in the performance, execution and implementation of the terminal expansion works. Each Consortium member will be on a joint and several basis. 7.2. Based on the details furnished in the EOI, BIAL will shortlist the qualified Applicants and will notify the same to such Applicants. BIAL will issue Request for Proposal ( RFP ) document(s) to such shortlisted Applicants Page 9 of 16
only upon payment of onetime non-refundable RFP document fee of INR 2,50,000, in the form Demand Draft drawn in favour of Bangalore International Airport Limited, payable at Bangalore. 7.3. BIAL reserves the right to qualify or to reject the EOI of the Applicants based on BIAL s assessment of the information provided. 7.4. EOI must be delivered in a sealed envelope to the address mentioned below latest by 9 th May 2017, within 16:00 hours and be clearly marked EXPRESSION OF INTEREST FOR CARRYING OUT AIRFIELD WORKS CONSTRUCTION OF NEW SOUTH PARALLEL RUNWAY, APRON AND ASSOCIATED WORKS AT KEMPEGOWDA INTERNATIONAL AIRPORT. BIAL shall not be responsible for the loss or non-receipt or delay in the receipt of any EOI application, sent by post or courier. 7.5. The Applicant shall submit one set of the EOI documents in hard copy and a soft copy in a CD at the address mentioned below. In the event of a discrepancy in the content in the CD and the hardcopy, BIAL shall consider the hardcopies to be final. 7.6. The name and registered address of the Applicant (in case of a Consortium, the names and registered addresses of all the Consortium members shall be specified) on the cover. 7.7. The EOI and subsequent communications shall be submitted in English only. In the event any supporting documents are in a language other than English, a translation of the same certified by an official/registered translator shall be provided. In the event of any conflict, the English translation shall supersede. Address for Communication: Vice President (Contracts & Procurement) Bangalore International Airport Ltd. BIAL Project office, Kempegowda International Airport, Bengaluru Devanahalli, Bengaluru - 560 300 Email: nspr@bialairport.com Phone No: 080 66782431 www.bengaluruairport.com Page 10 of 16
Bangalore International Airport Limited EXPRESSION OF INTEREST Form I: General Information S No. Information/documents required Applicant's Information 1. 2. 3. 4. Applicant s registered name, year of constitution and registered office address: Certified true copy of applicants constitutional documents such as, Certificate of Incorporation/ Articles of Association and Memorandum of Association/ partnership deed etc. as applicable Details of applicant s authorized representative. (name, address, telephone numbers, fax numbers, e-mail address) Board resolution/power of attorney in favor of authorized representative authorizing him/her to sign and submit the EOI Note: Please provide a certified true copy of the constitutional documents of the Applicant. Please provide board resolution/power of attorney in favor of authorized representative authorizing him/her to submit the EOI. In case of a Consortium, the above details should be submitted by each Consortium member. In addition, a Power of Attorney in favour of the Lead Member supporting its nomination shall also be provided. BIAL reserves the right to ask any additional information/documents. Page 11 of 16
Form II: Financial Information of the Applicant and where the Applicant is a Consortium, the Financial Information of all the members of the Consortium Financial Information in INR Year FY 2013-14 Historical Information for previous 3 (three) financial years FY 2014-15 FY 2015-16 Average Annual Turnover Networth in Indian Rupees as at March 31, 2016 Total Assets Total Liabilities Net Worth Liquid Resources (Cash in hand) Current Liabilities Total Revenue Profit Before Taxes Information from Balance sheet Information from Income Statement Note: Please attach audited financial accounts of the Applicant (and Affiliates, if applicable) for the last 3 Financial Years. Net Worth shall mean the sum of subscribed and paid up equity and reserves from which shall be deducted the sum of revaluation reserves, miscellaneous expenditure not written off and reserves not available for distribution to equity share holders Contents of this Form II should be certified by the Statutory Auditor of the Applicant / practicing Chartered Accountant. The conversion rate of all currencies shall be the daily representative exchange rates published by the International Monetary Fund for the relevant date (proof of such exchange rate shall be provided by the Applicant) Page 12 of 16
Form III: Experience Statement - Technical Criteria Seven (7) years preceding the Submission Date Satisfactorily Completed, as prime contractor in the field of design, engineering, procurement, supply and delivery, construction, installation, setting to work, testing and commissioning of any and all works related to Airfield Pavement Works including AGL in India or overseas. 1. Three works each of value not less than INR 850 Crores Item No. Infrastructure Owner/ Prime Contractor Name, Address, Representative and Contact No. Project Description Scope of Work of Applicant Start Date and Date of completion Value of Project (INR) Reference certificate Page No. in EOI Note: Certified true copies of the Completion certificate issued by the infrastructure owner/ prime contractor to be provided shall be duly notarized 2. Two works of value not less than INR 1,100 Crores Or Item No. Infrastructure Owner/ Prime Contractor Name, Address, Representative and Contact No. Project Description Scope of Work of Applicant Start Date and Date of completion Value of Project (INR) Reference certificate Page No. in EOI Note: Certified true copies of the Completion certificate issued by the infrastructure owner/ prime contractor to be provided shall be duly notarized Or Page 13 of 16
3. One works of value not less than INR 1,750 Crores Item No. Infrastructure Owner/ Prime Contractor Name, Address, Representative and Contact No. Project Description Scope of Work of Applicant Start Date and Date of completion Value of Project (INR) Reference certificate Page No. in EOI Note: Certified true copies of the Completion certificate issued by the infrastructure owner/ prime contractor to be provided shall be duly notarized. Page 14 of 16
Form IV: Litigation History of the Applicant and where the Applicant is a Consortium, the Litigation History of all the members of the Consortium 1. Litigations or arbitrations in respect of any contracts executed or in progress in the past 5 (five) years or any claims made on any bank guarantees or corporate guarantee provided by the Applicant Name of Main claims and Court / arbitration tribunal If any, the amount awarded to the counterparty Counterclaims and and rules (where relevant) Applicant/ counterparty OR amounts thereof whether the dispute was settled 2. Litigations or arbitrations against any government entity: Name of Main claims and Court / arbitration tribunal If any, the amount awarded to the counterparty Counterclaims and and rules (where relevant) Applicant/ counterparty OR amounts thereof whether the dispute was settled 3. Litigations or arbitrations against BIAL or any of its subsidiaries and/or associate companies Name of Main claims and Court / arbitration tribunal If any, the amount awarded to the counterparty Counterclaims and and rules (where relevant) Applicant/ counterparty OR amounts thereof whether the dispute was settled Page 15 of 16
4. Pending investigations or proceedings in respect of any money-laundering, corruption or anti- bribery laws Name of Main claims and Court / arbitration tribunal If any, the amount awarded to the counterparty counterclaims and and rules (where relevant) Applicant/ counterparty OR amounts thereof whether the dispute was settled Note: Applicant to provide confirmation that there are no pending investigations or proceedings in respect of any money-laundering, corruption or anti-bribery laws. Applicant to provide confirmation that, in the past 5 years, there have been no investigations or proceedings in respect of any moneylaundering, corruption or anti-bribery law. Applicant to provide confirmation that it has not been blacklisted by any entity in India or abroad. BIAL reserves the right to Prequalify or to reject the EOI of the Applicants based on BIAL s assessment of the information provided. Page 16 of 16