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AIRPORTS AUTHORITY OF INDIA

Request For Qualification (RFQ)

for

CONCESSION TO DEVELOP, OPERATE AND MAINTAIN

FOOD & BEVERAGE OUTLETS

AT

NEW INTEGRATED BUILDING, NETAJI

SUBHASH CHANDRA BOSE INTERNATIONAL (NSCBI) AIRPORT

KOLKATA

August 2012

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E-Tendering guidelines to the bidders 1. E-Tendering Participation Requirements : Interested vendors willing to

participate through e-tendering process are required to register themselves on the portal https://etender.aai.aero/irj/portal following the process given below :

1.1. Click on the link -> New bidder? Apply for Access authentication User name and Password. The system generated user identification (UID) followed by Password is essential for downloading and participating in E-tender. The tender document is uploaded by AAI using digital signatures. However, digital signature is not required for downloading of tender document. The portal can be viewed through guest user (id) for getting tender details & other information at portal.

1.2. Vendors who have already registered with the portal can use their existing User ID & Password to log into the portal.

1.3. There is no registration fee applicable. However, bidder(s) shall have to pay RFQ processing fees through electronic payment mode as described in 1.2.1.

1.4  (i)  For  any  technical  assistance  with  regard  to  the  functioning  of  the  portal  the bidders  as  well  as  AAI  users  may  contact  according  to  the  escalation  matrix  as mentioned below :  

Sl. no.

TimingsBetween (08:00-19:00Hrs)

Help Desk Number

Escalation

Matrix

E-mail address

# From Till 1. 08:00

Hrs 19:00 Hrs 011-

24626632 011-24632950

Ext-3512, 085100961610851009626208510096363

esap1@aai.aero

2. Mr Mukesh Kumar Manager(IT)

011-24632950, Ext-3505

After 4 hours of issue

etendersupport@aai.aero

3. Mr Dharmendra Kumar

AssistGM(IT)

011-24632950, Ext-3509

After 8 hours

dkumar@aai.aero

4. Mr A. K. Sharma JointGeneral Manager(IT)

011-24647596 After 12 hours

aniruddhasharma@aai.aero

5. General Manager(IT)

After 24 hours

gmit@aai.aero

       (ii)  The above mentioned help desk numbers are  intended only  for queries  related  to 

the issues on e‐tendering portal and help needed on the operation of the portal. For 

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queries  related  to  the  tenders  published  on  the  portal,  bidders  are  advised  to contact concerned Bid Manager from AAI.

1.4. Digital Certificates: Vendors are required to obtain digital certificate of Class

III from authority duly certified from Govt. of India. (Please see www.cca.gov.in)

1.5. Bidders training support system: Detailed information in this regard have

been provided to the bidders at the portal https://etender.aai.aero/irj/portal 1.6. Training support system for registered bidders is given inside the portal and

visible to the registered bidders only

TABLE OF CONTENTS

S. No. Contents Page No. Definitions v Disclaimer xi 1 Introduction 1

1.1 Background 1 1.2 Brief description of Bidding Process 2 1.3 Schedule of Bidding Process 4

2 Instructions to Applicant 6 2A General 6

2.1 Scope of Application 6 2.2 Eligibility of Applicants 6 2.3 Change in composition of the Consortium 13 2.4 Number of Applications and costs thereof 13 2.5 Site visit and verification of information 13 2.6 Acknowledgement by Applicant 14 2.7 Right to accept or reject any or all Applications / Bids 14

2B Documents 15 2.8 Contents of the RFQ 15 2.9 Clarifications 16

2.10 Amendment of RFQ 16 2C Preparation and submission of Application 17

2.11 Language 17 2.12 Format and signing of Application 17 2.13 Sealing and marking of Applications 17 2.14 Application Due Date 19 2.15 Late Applications 19 2.16 Modifications / substitution / withdrawal of Applications 19

2D Evaluation Process 19 2.17 Opening and Evaluation of Applications 19 2.18 Confidentiality 20 2.19 Tests of Responsiveness 20 2.20 Clarifications 21

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2E Qualification and Bidding 22 2.21 Short-listing and notification 22 2.22 Submission of Bids 22 2.23 Proprietary data 22 2.24 Correspondence with the Applicant 22

3 Evaluation of Applications 23 3.1 Evaluation parameters 23 3.2 Details of Technical Capacity and Financial Capacity 23 3.3 Financial information for purposes of evaluation 24 3.4 Evaluation of Applications 24 3.5 Independent External Monitors 25

4 Fraud and Corrupt Practices 26 5 Pre-Application Conference 28 6 Miscellaneous 29

Appendices

I Format for Application Annex-1 Details of Applicant Annex-2 Technical Capacity of Applicant Annex-3 Technical Capacity and Financial Capacity of

Applicant

Annex-4 Details of Brands of F&B Items Proposed Annex-5 Proposal on Operations & Management

Practices

Annex-6 Proposal on Capital Expenditure Plan Annex-7 Proposal on Pricing Policy Annex-8 Proposal on Customer Service Annex-9 Details of Outstanding Dues Annex-10 Format of Integrity Pact II Statement of Legal Capacity III Format for Power of Attorney for signing of Application IV Format for Power of Attorney for Lead Member of

Consortium

V Format for Joint Bidding Agreement for Consortium VI Passenger Traffic Data

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DEFINITIONS In this RFQ, the following expressions shall have the meaning stated herein: “Access Date” shall mean the date which is the earlier of: (i) the date on which access rights to some or all the Locations within a Terminal is

granted by Authority to the Concessionaire, in accordance with the Concession Agreement; or

(ii) the date on which the Concessionaire takes possession of some or all of the Locations within a Terminal, as determined by the Authority.

“Airport” shall mean new Integrated Terminal Building, Netaji Subhash Chandra Bose International Airport (NSCBI) Airport, Kolkata located at Dum Dum Region, Kolkata, West Bengal and includes all its land, buildings, equipment, facilities and systems. "Applicable Laws" means all applicable laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in India or such other territorial jurisdiction outside India, by any authority, including Governmental Authority, including any revisions, amendments or re-enactments including without limitation statutes, rules, regulations, bye-laws, policies made thereunder, judgments, decrees, injunctions, writs, orders issued by any court of record or other requirement or official directive of any Governmental Authority or any person acting under Authority of any Governmental Authority or any statutory authority, including any notification issued by the Reserve Bank of India or of any Governmental Authorities, as may be in force and effect during the subsistence of the Agreements. "Applicable Permits" means all clearances, licences, permits, authorisations, no objection certificates, consents, approvals and exemptions required to be obtained or maintained under Applicable Laws in connection with the development, operation and maintenance of the Locations within the Terminal, for or in respect of the Concession Agreement including but not limited to the approvals from Airport Health Officer, Airport Security and all other approvals as may be required to execute, give effect to, and perform the Agreement and the approvals and consents required from Authority or any other Governmental Authority pursuant to this RFQ or the Agreement, including any third party approvals as may be required by the Concessionaire. “Applicant” shall mean a sole entity or a Consortium of entities, submitting an application pursuant to this RFQ. “Application” shall mean the application to be submitted by each Applicant pursuant to this Request for Qualification (RFQ) in the forms provided as annexures hereto.

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“Application Due Date” shall have the meaning ascribed to the term in Clause 1.1.6. “Associate” shall mean, in relation to the Applicant / Consortium Member, a person who controls, is controlled by, or is under the common control with such Applicant / Consortium Member (the “Associate”). As used in this definition, the expression “control” means, with respect to any person which is a company or corporation, the ownership directly or indirectly, of atleast 75% (Seventy Five percent) of the voting shares of such person, and with respect to a person which is not a company or corporation, the power to direct the management and policies of such person by operation of law. “Authority” shall mean the Airports Authority of India constituted under Airports Authority of India Act, 1994, including any amendment / re-enactment thereof. “Bid” shall mean the binding and financial offer to be submitted by each Bidder as part of the Bid in compliance with the Bidding documents. “Bid Process” shall mean the bidding and selection process as detailed in this RFQ. “Bid Security” (Earnest Money Deposit “EMD”) shall mean an amount of INR 5,000,000/- (INR Five Million) to be deposited by each Bidder with Authority in accordance with Clause 1.2.4 hereof. “Bid Stage” shall have the meaning ascribed to the term in Clause 1.2.1. “Bid Validity Period” shall have the meaning ascribed to the term in Clause 1.2.3 of this RFQ. “Bidder(s)” shall mean those Applicants who, after evaluation of their Application Clause 3.4, stand qualified and shortlisted to be eligible for issue of Bidding Documents . “Bidding Documents” shall have the meaning ascribed to the term in Clause 1.2.3. “Brand” shall mean a trade name or trade mark, which fulfills the following criteria: a. A registered trademark / trade name appearing on the trade-mark registry of

the country of its origin. b. Has been in existence as a registered trademark / trade name for the last five (5)

years. c. Fulfills at least one (1) of the following two (2) sub-criteria:

(i) Has presence in atleast two airport terminals in India each handling 5 million passenger per annum

(ii) Has presence in atleast two commercial complexes (mall) with a capacity of atleast 50,000 sq. mtr..

(iii) Has presence through operating outlets in atleast 3 Indian cities, each with a population ( as per census 2011) of more than 3 million.

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“Capital Expenditure Plan” shall mean the capital expenditure plan to be proposed by the Applicant as part of the Application in accordance with details as set out in Annex-6 of Appendix-I hereto. “Chartered Accountant” shall mean a person practicing in India or a firm whereof all the partners practicing in India as a Chartered Accountant(s) within the meaning of the Chartered Accountants Act, 1949. “Companies Act” shall mean the (Indian) Companies Act, 1956, any amendments thereto or any other legislation governing the incorporation and existence of companies in India. “Concession” shall mean the exclusive rights granted to the Concessionaire in the specified areas pursuant to the execution of the Concession Agreement for designing, developing, setting up, operating, maintaining and managing the F&B Outlets at each of the Location(s) within a Terminal and to perform the Services as per the terms and conditions of the Concession Agreement. “Concession Agreement” shall mean the agreement to be entered into between Authority and the Concessionaire, pursuant to which the Concessionaire shall be granted the Concession. “Concession Term” shall mean, in respect of a Terminal, a period of ten (10) years, commencing on the Rent Commencement Date, unless terminated earlier in accordance with the terms and conditions of the Concession Agreement. “Concession Year” shall mean each successive twelve (12) month period during the Concession Term hereof. “Concessionaire” shall mean the Selected Bidder, who is either a company incorporated under the Companies Act, 1956 or undertakes to incorporate as such prior to the execution of Concession Agreement, pursuant to which it shall be granted the Concession. “Conflict of Interest” shall have the meaning ascribed to the term in Clause 2.2.1(c). “Consortium” shall mean, a group of entities not exceeding three, coming together to submit an Application. “Consumer” shall mean any person who buys any Food & Beverage item for a consideration which has been paid or promised or partly paid and partly promised, or under any system of deferred payment but does not include a person who obtains such goods for resale or for any commercial purpose. “Food & Beverage” or “F&B” shall mean any substance, whether processed or partially processed, which is intended for human consumption and includes packaged drinking water, alcoholic beverages and non-alcoholic beverages but does not include any animal feed, live animals unless they are prepared or processed for placing on the market for human consumption, plants prior to harvesting, drugs and medicinal products, cosmetics, narcotic or psychotropic substances.

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“Food & Beverage Business” shall mean any commercial undertaking, registered under the Applicable Laws, carrying out the activity of sale of Food & Beverage to ultimate Consumer but does not include any of the activities related to any stage of manufacture, import, processing, packaging, storage, transportation or distribution of Food & Beverage and also includes preparation of items at the specified places. “F&B Items” shall mean good quality, merchantable and edible/ potable hot and cold beverages, vegetarian and non-vegetarian food items including snacks, fast foods, desserts etc. of multiple food cuisines for consumption at the F&B Outlets to be served and shall include (i) the range of the F&B Items with respect to a particular brand to be detailed in the Application and (ii) such other items as may be approved by Authority from time to time; “F&B Outlets” shall mean the food and beverage outlets including lounges and vending machines which are designed (in accordance with the concept design as approved by Authority), developed, set up, operated, maintained and managed by the Concessionaire at the Location(s) within the Terminal in accordance with the provisions of the Concession Agreement for sale of F&B Items. “GoI” shall mean the Government of India and any agency, authority (including regulatory authority), department, inspectorate, ministry or statutory person (whether autonomous or not) under the control and direction of GoI. “GoWB” shall mean the Government of West Bengal and any agency, authority (including regulatory authority), department, inspectorate, ministry or statutory person (whether autonomous or not) under the control and direction of GoWB. “Governmental Authority" shall mean any government authority, statutory authority, government department, ministry, secretariat, agency, commission, board, tribunal or court or other law making body/ entity having or purporting to have jurisdiction on the parties to the Agreements, including the GoI or GoWB or any other regulatory authority appointed by the GoI or GoWB having jurisdiction in relation to the subject matter of the Agreements under Applicable Law, the Bureau of Civil Aviation Security, the Central Industrial Security Force, and shall where appropriate include Authority. “Highest Bidder” shall have the meaning ascribed to the term in Clause 1.2.9. “INR” shall mean Indian Rupee, being the lawful currency of Republic of India. “IST” shall mean Indian Standard Time. “Joint Bidding Agreement” shall have the meaning ascribed to the term in Clause 2.2.9(g). “Lead Member” in respect of a Bidder where the Bidder is a Consortium, shall mean such entity, which is named and identified as such in the Application and as described in clause 2.2.9(c).

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“Letter of Intent to Award” shall mean the written notice issued by Authority to the Selected Bidder intimating the acceptance of Selected Bidder’s Bid for the award of the right to execute the Concession, subject to the fulfillment of Conditions of Award and such other conditions as set out under the Letter of Intent to Award. “Month” shall mean a Gregorian calendar month. “Non-alcoholic Beverages” shall mean beverages of an Alcoholic Strength by volume not exceeding 0.5% volume. “Non-brand” shall mean a tradename or trademark, which does not fulfill the criteria of a Brand. “Outstanding Dues” shall have the meaning ascribed to the term in Clause 2.2.1(d). “Qualification Stage” shall have the meaning ascribed to the term in Clause 1.2.1. “Rent Commencement Date” shall mean the date which is the earlier of (i) the date when Concessionaire opens for business in one or all of the Locations

within a Terminal; or (ii) the date that is ninety (90) days after the Access Date. which shall, however, be no earlier than TCOD. “Request For Proposals or RFP” shall have the meaning ascribed to the term in Clause 1.2.1. “Request for Qualification or RFQ” shall have the meaning ascribed to the term in Disclaimer. “Selected Bidder” shall mean the Bidder selected by Authority, pursuant to the Bid Process and to whom the Letter of Intent to Award the Concession is issued. “Services” shall mean the provision of F&B Items and other services related to or incidental thereto or as may be approved by Authority from time to time, to be provided to the Airport Users at the Location(s). “Special Purpose Vehicle” shall mean a company constituted by the Selected Bidder under the (Indian) Companies Act, 1956 and modified from time to time for the purpose of executing the Concession Agreement with the Authority. “Terminal” shall mean, with respect to the Airport, New Integrated Terminal at Netaji Subhash Chandra Bose International (NSCBI) Airport. “Terminal Commercial Operations Date (TCOD)” shall mean the date as may be intimated by Authority for the commencement of commercial operations of the Terminal. “Threshold Eligibility Criteria” shall mean the minimum eligibility criteria as prescribed in Clause 2.2.2 hereof, to be satisfied by Applicant (in case of Consortium,

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the Lead Member), to be eligible for pre-qualification and short-listing in terms hereof. Note : In case any day mentioned in this RFQ happens to be a holiday, in India, the next working day will be considered.

THE WORDS AND EXPRESSIONS BEGINNING WITH CAPITAL LETTERS

AND DEFINED IN THIS DOCUMENT SHALL, UNLESS REPUGNANT TO THE CONTEXT, HAVE THE MEANING ASCRIBED THERETO HEREIN.

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DISCLAIMER

The information contained in this Request for Qualification document (the “RFQ”) or subsequently provided to Applicant(s), whether verbally or in documentary or any other form, by or on behalf of the Authority or any of its employees or advisors, is provided to Applicant(s) on the terms and conditions set out in this RFQ and such other terms and conditions subject to which such information is provided. This RFQ is not an agreement and is neither an offer nor invitation by the Authority to the prospective Applicants or any other person. The purpose of this RFQ is to provide interested parties with information that may be useful to them in the formulation of their application for qualification pursuant to this RFQ (the “Application”). This RFQ includes statements, which reflect various assumptions and assessments arrived at by the Authority in relation to the Concession. Such assumptions, assessments and statements do not purport to contain all the information that each Applicant may require. This RFQ may not be appropriate for all persons, and it is not possible for the Authority, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFQ. The assumptions, assessments, statements and information contained in this RFQ may not be complete, accurate, adequate or correct. Each Applicant should therefore, conduct its own assessment, due diligence and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in this RFQ and obtain independent advice from appropriate sources. Information provided in this RFQ to the Applicant(s) is on a wide range of matters, some of which may depend upon interpretation of law. The information given is not intended to be an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Authority accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Applicant or Bidder, under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this RFQ or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFQ and any assessment, assumption, statement or information contained therein or deemed to form part of this RFQ or arising in any way with pre-qualification of Applicants for participation in the Bidding Process. The Authority also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Applicant upon the statements contained in this RFQ. The Authority may, in its absolute discretion but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this RFQ.

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The issue of this RFQ does not imply that the Authority is bound to select and short-list pre-qualified Applications for Bid Stage or to appoint the Selected Bidder or Concessionaire, as the case may be, for the Concession and the Authority reserves the right to reject all or any of the Applications or Bids without assigning any reasons whatsoever. The Applicant shall bear all its costs associated with or relating to the preparation and submission of its Application including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by the Authority or any other costs incurred in connection with or relating to its Application. All such costs and expenses will remain with the Applicant and the Authority shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by an Applicant in preparation or submission of the Application, regardless of the conduct or outcome of the Bidding Process. The Bidder shall be wholly responsible for any statements/documents/ records, etc submitted pursuant to this RFQ and ensure accuracy thereof. The Authority or its employees shall accept no responsibility or liability for any deficiency that may be made by the bidder. Any false declaration made by the Bidder shall invite action as may be decided by the Authority including termination, debar, forfeiture of Bid Security and/or Security Deposit. The Bidder shall also indemnify the Authority and its employees from actions arising out of this RFQ.

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AIRPORTS AUTHORITY OF INDIA

1. INTRODUCTION 1.1 Background 1.1.1 The Airports Authority of India (the “Authority”) is engaged in the

development, operations and maintenance of airports in India and as part of this endeavour, the Authority has undertaken the construction of integrated terminal for domestic and international passenger traffic at New Integrated Building, Netaji Subhash Chandra Bose International Airport, Kolkata (the “Airport”). The Airport is located at Dum Dum region, 10 kilometers from the City Centre. The township falls in the Northern Region of Kolkata city. To provide enhanced facilities for the Airport Users, Authority intends to grant Concession for the development, operation and maintenance of Food & Beverage (F&B) Outlets (the “Concession”) at designated Locations within the Airport, and has decided to carry out a competitive bidding process for selection of a Bidder to whom the Concession may be awarded (the “Concessionaire”). Brief particulars of the Concession are as follows:

Name of the Concession Term of Concession

Gross Floor area of outlets

Type of Concession

Design, Build, Finance, Operate and Maintain Food & Beverage Outlets at designated location(s) of New Integrated Terminal Building NSCBI Airport, Kolkata, India

10 (Ten) years

38,650 sqft ** New

Terminals

Revenue share, subject to minimum

guarantee and payable

monthly

** The gross floor area of outlets is liable to change The Authority intends to pre-qualify and short-list suitable Applicants (the “Bidders”) who will be eligible for participation in the Bid Stage, for awarding the Concession through an open competitive bidding process in accordance with the procedure set out herein. “Applicant” shall mean a sole entity or a Consortium of entities, submitting an Application pursuant to this RFQ.

1.1.2 The Selected Bidder (including individuals), who undertakes to incorporate a

Special Purpose Vehicle under the Companies Act, 1956 prior to the execution of Concession Agreement (the “Concessionaire”) shall be responsible for designing, financing, operation and maintenance of the Concession under and in accordance with the provisions of a concession agreement (the “Concession Agreement”) to be entered into between the Concessionaire and the Authority in the form provided by the Authority as part of the Bidding Documents pursuant hereto.

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1.1.3 The scope of Concession would broadly include designing and construction of Food & Beverage Outlets at designated locations at the Airport and the operation and maintenance thereof.

1.1.4 The Concessionaire will have to operate the Concession for a minimum

period of 5 (five) years, failing which the Applicant shall be liable to be debarred for a period of 2 years or as may be decided by the Authority from participating in any bidding process of the Authority.

1.1.5 Indicative gross floor area and location proposed for the designated F&B

Outlets in Clause 1.1.1 is liable to be revised and specified in the Bidding Documents. The assessment of costs involved, will have to be made by the Bidders.

1.1.6 The Authority shall receive Applications pursuant to this RFQ in accordance

with the terms set forth herein as modified, altered, amended and clarified from time to time by the Authority, and all Applications shall be prepared and submitted in accordance with such terms on or before the date specified in Clause 1.3 for submission of Applications (the “Application Due Date”).

1.2 Brief description of Bidding Process 1.2.1 The Authority has adopted a two-stage process (collectively referred to as the

"Bidding Process") for selection of the Bidder for award of the Concession. The first stage (the "Qualification Stage") of the process involves qualification (the “Qualification”) of interested parties/ consortia who make an Application in accordance with the provisions of this RFQ (the "Applicant", which expression shall, unless repugnant to the context, include the Members of the Consortium). Prior to making an Application, the Applicant shall pay to the Authority a sum of Rs 50,000 (Rupees fifty thousand) as the processing fee of the RFQ process. The RFQ processing fee is to be deposited through electronic payment mode such as Wire Transfer / NEFT/RTGS. At the end of this stage, the Authority expects to announce a short-list of pre-qualified Applicants who shall be eligible for participation in the second stage of the Bidding Process (the "Bid Stage") comprising Request for Proposals (the “Request for Proposals” or “RFP”). The Bank particulars of the Authority are as follows:

Bank Name: Vijaya Bank Bank Address: Barakhamba Road, New Delhi, India Account No.: 600400300003033 Beneficiary Airports Authority of India IFSC Code VIJB0006004

1.2.2 In the Qualification Stage, Applicants would be required to furnish all the

information specified in this RFQ. Only those Applicants that are pre-qualified and short-listed by the Authority shall be invited to submit their Bids for the Concession. The Authority is likely to provide a comparatively short time span for submission of the Bids for the Concession. The Applicants

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are, therefore, advised to visit the site and familiarise themselves before submitting the application and make appropriate due diligence study.

1.2.3 In the Bid Stage, the shortlisted Applicants will be called upon to submit their financial offers (the "Bid") in accordance with the RFP and other documents to be provided by the Authority (collectively the "Bidding Documents"). The Bidding Documents for the Concession will be provided to every Bidder on payment of Rs. 50,000 (Rs. fifty thousand only). The Bid shall be valid for a period of not less than 180 days, extendable by another 90 days, if so desired by the Authority, from the date specified in Clause 1.3 for submission of Bids (the “Bid Validity Period”).

1.2.4 In terms of the RFP, a Bidder will be required to deposit, along with its Bid, a Bid Security (EMD) for an amount of Rs 5,000,000 (Rs Five million only) (the “Bid Security”). The Bid Security (EMD) is to be deposited through electronic payment mode such as Wire Transfer / NEFT/RTGS. Any Bid, if not accompanied by the Bid Security, shall be summarily rejected.

1.2.5 Generally, the Bidder offering the most competitive Bid shall be the Highest Bidder. If the Highest Bidder fails to fulfil the obligations under the RFP and /or Letter of Intent to Award (LOIA), the Authority may, in its, discretion, annul the Bidding Process.

1.2.6 During the Bid Stage, Bidders are invited to examine the Concession in

greater detail, and to carry out, at their cost, such studies as may be required for submitting their respective Bids for award of the Concession including implementation of the Concession.

1.2.7 As part of the Bidding Documents, the Authority will provide draft

Concession Agreement, draft Corporate Guarantee and other information pertaining/ relevant to the Concession.

1.2.8 On or before the date of execution of the Concession Agreement, the Highest

Bidder (Selected Bidder) shall deposit with Authority, the Security Deposit in Indian Rupees in the form of demand draft / pay order / direct remittance. Security Deposit shall not be accepted in the form of Bank Guarantee. Authority shall have the right to cancel the Letter of Intent to Award with immediate effect on the failure of the Selected Bidder to provide the Security Deposit in the form and manner specified. The Security Deposit shall be provided as a security for the performance of the Concessionaire’s obligations under the Concession Agreement and may be enforced by Authority in the manner as more particularly set out under the Concession Agreement.

1.2.9 Bids will be invited on the basis of Minimum Annual Guarantee / Revenue

Share offered by Bidder(s) for implementing the Concession. The general terms and conditions of the Concession will be indicated in the draft Concession Agreement forming part of the Bidding Documents. The Financial Bid shall constitute the sole criteria for evaluation of Bids. In this RFQ, the term “Highest Bidder” shall mean the Bidder who is offering the most competitive Financial Bid (highest amount) to the Authority as will be mentioned in RFP.

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1.2.10 The Concessionaire shall be entitled to levy and charge from users /

consumers of the Concession. 1.2.11 Further and other details of the process to be followed at the Bid Stage and

the terms thereof will be spelt out in the Bidding Documents. 1.2.12 Any queries or request for additional information concerning this RFQ shall

be submitted in writing to the officer designated in Clause 2.13.3 below. The envelopes/ communications shall clearly bear the following identification/ title:

"Queries/ Request for Additional Information: RFQ for Concession to

Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India”.

1.3 Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule: Event Description Date

Qualification Stage

1. Last date for sale of tender 28.09.2012

2. Last date for receiving queries 17.09.2012

3. Pre-Application Conference 13.09.2012 (1030 Hrs IST) Venue : Office of Airport Director, Kolkata

4. Authority response to queries latest by 21.09.2012

5. Application Due Date Online Opening

04.10.2012 (1100 hrs.) 04.10.2012 (1130 hrs.)

6. Announcement of short-list Within 15 days of Application Due Date or as extended by Authority.

Bid Stage will be specified at the time of RFP

1. Letter of Intent to Award (LOIA) Within 30 days of Bid Due Date

2 Validity of Bids 180 days from Bid Due Date, extendable by another 90 days, if so desired by the

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Authority.

3 Signing of Concession Agreement Within 30 days of award of LOIA

4 Commencement of facility Within 90 days of signing the concession agreement or as extended by AAI in writing.

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2. INSTRUCTIONS TO APPLICANTS

A. GENERAL 2.1 Scope of Application 2.1.1 The Authority wishes to receive Applications for Qualification in order to

short-list experienced and capable Applicants for the Bid Stage. 2.1.2 Short-listed Applicants may be subsequently invited to submit the Bids for

the Concession. 2.2 Eligibility of Applicants 2.2.1 For determining the eligibility of Applicants for their pre-qualification

hereunder, the following shall apply:

(a) The Applicant for pre-qualification may be a single entity or a group of entities (the “Consortium”), coming together to implement the Concession. However, no applicant applying individually or as a member of a Consortium, as the case may be, can be member of another Applicant. The term Applicant used herein would apply to both a single entity and a Consortium.

(b) An Applicant may be a natural person, a legal entity or any combination of them with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A Consortium shall be eligible for consideration subject to the conditions set out in RFQ.

(c) An Applicant shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding Process. Any Applicant found to have a Conflict of Interest shall be disqualified. An Applicant shall be deemed to have a Conflict of Interest affecting the Bidding Process, if:

(i) the Applicant, its Member or Associate and any other Applicant, its

Member or any Associate thereof have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of an Applicant, its Member or an Associate thereof (or any shareholder thereof having a shareholding of more than 5 per cent of the paid up and subscribed share capital of such Applicant, Member or Associate, as the case may be) in the other Applicant, its Member or Associate is less than 5 per cent of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in section 4A of the Companies Act, 1956. For the purposes of this Clause 2.2.1(c), indirect shareholding held through one or more intermediate persons shall be computed as follows: (aa) where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the “Subject Person”) shall be taken into account for

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computing the shareholding of such controlling person in the Subject Person; and (bb) subject always to sub-clause (aa) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate basis; provided, however, that no such shareholding shall be reckoned under this sub-clause (bb) if the shareholding of such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or

(ii) a constituent of such Applicant is also a constituent of another Applicant; or

(iii) the Applicant have direct or indirect shareholding of the Authority; or (iv) such Applicant, or any Associate thereof receives or has received any

direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Applicant, or any Associate thereof or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Applicant, its Member or any Associate thereof; or

(v) such Applicant has the same legal representative for purposes of this

Application as any other Applicant; or (vi) such Applicant, or any Associate thereof has a relationship with

another Applicant, or any Associate thereof, directly or through common third party/ parties, that puts either or both of them in a position to have access to each others’ information about, or to influence the Application of either or each other; or

(vii) such Applicant, or any Associate thereof has participated as a

consultant to the Authority in the preparation of any documents, design or technical specifications of the Concession.

(d) An Applicant shall be liable for disqualification if such Applicant or its Associates has any amounts including interest outstanding and payable to Authority (the “Outstanding Dues”) as on the date of submission of Application. Outstanding Dues shall mean to include any amounts including interest payable to the Authority upto 31.07.2012, unless such payments have been expressly excused or stayed before 31.07.2012 by an Arbitral Tribunal or judicial court / Tribunal. In this respect, the Applicant shall produce No Dues Certificate from the Authority with the Application. The Applicant should also submit the details of contracts held (current and past), if any, at all AAI controlled airports, in the format as setforth in Annex-9 of Appendix-I. The decision of the Authority in respect of outstanding dues shall be final and binding on the Applicant.

Explanation: In case an Applicant is a Consortium, then the term Applicant as used in this Clause 2.2.1, shall include each Member of such Consortium.

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2.2.2 To be eligible for pre-qualification and short-listing, an Applicant shall fulfil the following conditions of eligibility (“Threshold Eligibility Criteria”):

(A) Technical Capacity: For demonstrating technical capacity and experience (“Technical Capacity”) the Applicant shall satisfy each of the following criteria:- (i) The Applicant (in the case of a Consortium, the Lead member), shall

have an operating experience of atleast two (2) continuous years in Food & Beverage Business, as on 31.07.2012;

(ii) The Applicant (in case of a Consortium, the Lead Member) shall be operating more than 10 outlets as on 31.7.2012 a. in any Indian airport/ terminal handling a passenger traffic of

more than 5 million passengers as on 31.3.2012; or b. in a commercial complex (mall) with a capacity of atleast 50,000 sq.

mtr.

Note : Integrated terminal buildings will be treated as one unit and for area please refer para 1.1.1.

(iii) The Applicant shall on the Application Due Date, either own or hold

franchisee of at least three Brands in the Food & Beverage business, or should have entered into a binding MOU with three Brands for the purpose of bidding. The MOU shall be to the effect that if such Applicant is selected for the grant of Concession, the parties to the MOU shall enter in to a binding franchise agreement which shall be co-terminus with the Concession Term;

(iv) The Applicant (in case of a Consortium, the Lead member) shall have as on 31.07.2012, not less than 26% (twenty six percent) of the aggregate issued, subscribed and paid up equity share capital held by persons resident in India. After the award of the concession, in the case of a Consortium, the SPV will have alteast 26% of the aggregate issued, subscribed and paid up equity share capital held by persons resident in India.

(v) There is no pending, active, or previous legal action that prevents the

Applicant from submitting the Bid, executing the Concession Agreement or fulfilling the conditions of the Concession.

(B) Financial Capacity: For demonstrating financial capacity (“Financial Capacity”) the Applicant shall satisfy the following criteria:-

(i) The Applicant (in the case of a Consortium, the Lead member), claiming

the experience in Food & Beverage Business shall have, an aggregate

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sales turnover from the said business of operating Food and Beverage business in India equivalent of alteast INR 40 crores during the last 2 years period ending 31.03.2012 (as per the certificate issued by the statutory auditor).

(ii) The Applicant (in the case of a Consortium, the Lead member), claiming the experience in Food & Beverage Business shall have, a sales turnover from the said business of operating Food and Beverage business in India equivalent of alteast INR 15 crores in each year during the 2 year period ending 31.03.2012 (as per the certificate issued by the statutory auditor).

Note: a) The Applicant shall furnish in its Application, certificate(s) from its

statutory auditors certifying the sales turnover. b) For operating outlets, the applicant shall produce documentary proof of

license etc. from the concerned regulatory authorities for each outlet. c) Documentary proof from the respective airport operator to be submitted

along with other eligibility criteria. The applicant shall not be permitted to use the experience of any entity in which the Authority, directly or indirectly is a share holder, towards fulfilling the technical capacity and financial capacity criteria.

Explanation: The term “Brand” as used in this Clause 2.2.2, shall mean a trade name or trade mark, which fulfills the following criteria: a. A registered trademark / trade name appearing on the trade-mark

registry of the country of its origin. b. Has been in existence as a registered trademark/ tradename for the last

five (5) years. c. Fulfills atleast one (1) of the following two (2) sub criteria:

(i) Has presence in atleast two airport terminals in India each handling 5 million passenger per annum

(ii) Has presence in atleast two commercial complexes (mall) with a capacity of atleast 50,000 sq. mtr..

(iii) Has presence through operating outlets in atleast 3 Indian cities, each with a population ( as per census 2011) of more than 3 million.

2.2.3 An Applicant shall be bound to have a Conflict of Interest and shall be dis-

qualified, if such Applicant have direct or indirect shareholding of the Authority.

2.2.4 The Lead Member will be designated as such by all the Consortium members.

In the case of a Consortium, the technical capacity and financial capacity shall have to be fulfilled by the Lead Member only.

2.2.5 The Applicants shall enclose with its application, to be submitted as per the format at Appendix-I, complete with its Annexes, the following:

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(i) Certificate(s) from its statutory auditors or the concerned client(s)

stating the number of years of experience in operating Food & Beverage Outlets. In case a particular contract has been jointly executed by the Applicant (as part of a consortium), it should further support its claim for the share for that particular contract by producing a certificate from its statutory auditor or the client. In the case of operating outlets, documentary proof in the form of statutory approval (such as Shop and Establishment Act, Trade Tax Certificate for each outlet etc.) to operate should also be produced; and

(ii) Certificate(s) from its statutory auditors stating the turnover of the

Applicant, as at the close of the preceding financial year, from the business of operating Food and Beverage Outlets in India or overseas. For the purposes of this RFQ, turnover (the “Turnover”) shall mean the total revenue earned from the sale of Food & Beverage items to ultimate Consumers, less applicable sales tax or value added tax.

(iii) Memorandum of Understanding (MOU) entered into with the

owner(s)/ franchisor(s) of three Brands in the Food & Beverage Business. The MOU shall be to the effect that if such Applicant is selected for the grant of Concession, the parties to the MOU shall enter in to a binding franchise agreement which shall be co-terminus with the term of the Concession Agreement.

2.2.6 The Applicant should submit a Power of Attorney as per the format at

Appendix-III, authorising the signatory of the Application to commit the Applicant. In the case of a Consortium, the Members should submit a Power of Attorney in favour of the Lead Member as per format at Appendix-IV.

2.2.7 The Applicant should submit a Capital Expenditure Plan stating in detail the

capital expenditure proposed to be incurred and utilized, if selected as the Concessionaire, for the build-up, refurbishment and up-gradation of the Location(s) within a Terminal during Phase 1 and Phase 2 of the Concession Term. The Capital Expenditure Plan proposed in Annex-6 of Appendix-I shall be no less than Rs 40,000 (Rupees Forty thousand only) per square metre of floor area of Location(s), during Phase 1 and no less than Rs 20,000 (Rupees Twenty thousand only) per square metre of floor area of Location(s) during Phase 2.

2.2.8 The Concessionaire shall incur capital expenditure in two phases. The first phase shall commence from the Access Date and shall expire at the end of fifth (5th) anniversary of Rent Commencement Date (“Phase 1”). The second phase (“Phase 2”) shall commence from the first day of the sixth (6th) Concession Year and shall end on the expiry of the Concession Term. The proposed capital expenditure shall be furnished by the Applicants as per Annex-6 of Appendix-I.

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The actual amount of expenditure made by the successful bidder will be verified by an independent Chartered Accountant appointed by AAI whose expenditure will be borne by the successful bidder.

2.2.9 The Selected Bidder (including single entity) shall form an appropriate Special Purpose Vehicle, incorporated under the Indian Companies Act, 1956 (the “SPV”), to execute the Concession Agreement and implement the Concession. In case the Applicant is a Consortium, it shall, in addition to forming an SPV, comply with the following additional requirements: (a) Number of members in a consortium shall not exceed 3 (three); (b) subject to the provisions of sub-clause (a) above, the Application

should contain the information required for each member of the Consortium;

(c) members of the Consortium shall nominate one member as the lead

member (the “Lead Member”), who shall have an equity share holding of at least 51% (fifty one per cent) of the paid up and subscribed equity of the SPV throughout the Concession Term. The nomination(s) shall be supported by a Power of Attorney, as per the format at Appendix-III, signed by all the other members of the Consortium. Lead Member shall remain throughout the period of the concession;

(d) the Application should include a brief description of the roles and

responsibilities of individual members, particularly with reference to financial, technical and O&M obligations;

(e) an individual Applicant cannot at the same time be member of a

Consortium applying for pre-qualification. Further, a member of a particular Applicant Consortium cannot be member of any other Applicant Consortium applying for pre-qualification;

(f) the members of a Consortium (including individual) shall form an

appropriate SPV to execute the Concession, if awarded to the Consortium;

(g) members of the Consortium shall enter into a binding Joint Bidding

Agreement, substantially in the form specified at Appendix-V (the “Jt. Bidding Agreement”), for the purpose of making the Application and submitting a Bid in the event of being short-listed. The Jt. Bidding Agreement, to be submitted along with the Application, shall, inter alia: (i) convey the intent to form an SPV with shareholding/

ownership equity commitment(s) in accordance with this RFQ, which would enter into the Concession Agreement and subsequently perform all the obligations of the Concessionaire in terms of the Concession Agreement, in case the concession is awarded to the Consortium;

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(ii) clearly outline the proposed roles and responsibilities, if any, of each member;

(iii) commit the minimum equity stake to be held by each member;

(iv) commit that the Lead Member, whose eligibility experience will be evaluated for the purposes of this RFQ, shall subscribe to 51% (fifty one per cent) or more of the paid up and subscribed equity of the SPV and shall further commit that such Lead Member shall, for the entire period of the Concession, hold equity share capital not less than 51% (fifty one per cent) of the subscribed and paid up equity share capital of the SPV;

(v) members of the Consortium undertake that, subject to the

provisions of sub-clause (g) (iv) above, they shall collectively hold 100% (one hundred percent) of the subscribed and paid up equity of the SPV at all times until the third anniversary of the Rent Commencement Date of the Concession; and

(vi) include a statement to the effect that all members of the Consortium (who submitted the Application) shall be liable jointly and severally for all obligations of the Concessionaire in relation to the Concession in accordance with the Concession Agreement; and

(h) except as provided under this RFQ and the Bidding Documents, there

shall not be any amendment to the Jt. Bidding Agreement without the prior written consent of the Authority.

2.2.10 Any entity which has been barred by the Central/ State Government, or any

entity controlled by it, from participating in any Concession, and the bar subsists as on the date of Application, would not be eligible to submit an Application, either individually or as member of a Consortium.

2.2.11 An Applicant including any Consortium Member or Associate should, in the

last 3 (three) years, have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Applicant, Consortium Member or Associate, as the case may be, nor has been expelled from any project or contract by any public entity nor have had any contract terminated any public entity for breach by such Applicant, Consortium Member or Associate. An affidavit in this regard is to be submitted.

2.2.12 In computing the Technical Capacity and Financial Capacity of under Clause

2.2.2, the Eligibility Experience Applicant (in the case of a Consortium, the Lead Member) would only be considered.

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2.2.13 The following conditions shall be adhered to while submitting an Application: (a) Applicants should attach clearly marked and referenced continuation

sheets in the event that the space provided in the prescribed forms in the Annexes is insufficient. Alternatively, Applicants may format the prescribed forms making due provision for incorporation of the requested information;

(b) information supplied by an Applicant (or other constituent Member if

the Applicant is a Consortium) must apply to the Applicant, Member or Associate named in the Application and not, unless specifically requested, to other associated companies or firms. Invitation to submit Bids will be issued only to Applicants whose identity and/ or constitution is identical to that at pre-qualification;

(c) in responding to the pre-qualification submissions, Applicants should

demonstrate their capabilities in accordance with Clause 3.1 below; and

(d) The Applicant (or any constituent thereof) shall not have any direct or

indirect shareholding by the Authority. The applicant shall not be permitted to use the experience for fulfilling technical and financial capacity of any entity in which the Authority, directly and indirectly is a shareholder.

2.3 Change in composition of the Consortium 2.3.1 Change in the composition of a Consortium will not be permitted by the

Authority until the third anniversary of the Rent Commencement Date of the Concession.

2.4 Number of Applications and costs thereof 2.4.1 No Applicant shall submit more than one Application for the Concession. An

applicant applying individually or as a member of a Consortium shall not be entitled to submit another application either individually or as a member of any Consortium, as the case may be.

2.4.2 The Applicants shall be responsible for all the costs associated with the

preparation of their Applications and their participation in the Bid Process. The Authority will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Bidding Process.

2.5 Site visit and verification of information Applicants are encouraged to submit their respective Applications after

visiting the Concession site and ascertaining for themselves the site conditions, traffic, location, surroundings, climate, availability of power, water and other utilities for construction and operation, access to site, handling and storage of materials, applicable laws and regulations, and any other matter considered relevant by them. Each Applicant should, therefore, conduct its own assessment, due diligence and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments and information contained in this RFQ.

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2.6 Acknowledgement by Applicant 2.6.1 It shall be deemed that by submitting the Application, the Applicant has:

(a) made a complete and careful examination of the RFQ; (b) received all relevant information requested from the Authority; (c) accepted the risk of inadequacy, error or mistake in the information

provided in the RFQ or furnished by or on behalf of the Authority relating to any of the matters referred to in Clause 2.5 above; and

(d) agreed to be bound by the undertakings provided by it under and in

terms hereof.

2.6.2 The Authority shall not be liable for any omission, mistake or error in respect of any of the above or on account of any matter or thing arising out of or concerning or relating to the RFQ or the Bidding Process, including any error or mistake therein or in any information or data given by the Authority.

2.7 Right to accept or reject any or all Applications/ Bids 2.7.1 Notwithstanding anything contained in this RFQ, the Authority reserves the

right to accept or reject any Application and to annul the Bidding Process and reject all Applications/ Bids, at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons therefor. In the event that the Authority rejects or annuls all the Applications, it may, in its discretion, invite all eligible Bidders to submit fresh Applications hereunder.

2.7.2 The Authority reserves the right to reject any Application and/ or Bid if: (a) at any time, a material misrepresentation is made or uncovered, or (b) the Applicant does not provide, within the time specified by the

Authority, the supplemental information sought by the Authority for evaluation of the Application.

If such disqualification/ rejection occurs after the Bids have been opened and the Highest Bidder gets disqualified/ rejected, then the Authority reserves the right to take any such measure as may be deemed fit in the sole discretion of the Authority, including annulment of the Bidding Process. If the Applicant/Bidder is a Consortium, then the entire Consortium may be disqualified/ rejected.

2.7.3 In case it is found during the evaluation or at any time before signing of the

Concession Agreement or after its execution and during the period of subsistence thereof, including the concession thereby granted by the Authority, that one or more of the pre-qualification conditions have not been met by the Applicant, or the Applicant has made material misrepresentation or has given any materially incorrect or false information, the Applicant shall be disqualified forthwith if not yet appointed as the Concessionaire either by

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issue of the LOIA or entering into of the Concession Agreement, and if the Applicant/SPV has already been issued the LOIA or has entered into the Concession Agreement, as the case may be, the same shall, notwithstanding anything to the contrary contained therein or in this RFQ, be liable to be terminated, by a communication in writing by the Authority to the Applicant, without the Authority being liable in any manner whatsoever to the Applicant and without prejudice to any other right or remedy which the Authority may have under this RFQ, the Bidding Documents, the Concession Agreement or under applicable law.

2.7.4 The Authority reserves the right to verify all statements, information and

documents submitted by the Applicant in response to the RFQ. Any such verification or lack of such verification by the Authority shall not relieve the Applicant of its obligations or liabilities hereunder nor will it affect any rights of the Authority thereunder.

2.7.5 The Selected Bidder shall procure all applicable permits & security clearances

under applicable laws, within 60 days of issue of Letter of Intent to Award (LOIA), or as extended by the Authority. It is the responsibility of the selected bidder to obtain all applicable clearances / permits from the respective authorities within the time allowed by the Authority.

B. DOCUMENTS 2.8 Contents of the RFQ

This RFQ comprises the disclaimer set forth hereinabove, the contents as listed below, and will additionally include any Addenda issued in accordance with Clause 2.10.

Invitation for Qualification Section 1. Introduction Section 2. Instructions to Applicants Section 3. Criteria for Evaluation Section 4. Fraud & Corrupt Practices Section 5. Pre Application Conference Section 6. Miscellaneous

Appendix

Appendix-I Format for Application Annex-1 Details of Applicant Annex-2 Technical Capacity of Applicant Annex-3 Technical Capacity and Financial Capacity of Applicant Annex-4 Details of Brands of F&B Items Proposed Annex-5 Proposal on Operations & Management Practices Annex-6 Proposal on Capital Expenditure Plan Annex-7 Proposal on Pricing Policy Annex-8 Proposal on Customer Service Annex-9 Details of Outstanding Dues Annex-10 Format of Integrity Pact

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Appendix-II Statement of Legal Capacity Appendix-III Format for Power of Attorney for signing of Application Appendix-IV Format for Power of Attorney for Lead Member of Consortium Appendix-V Format for Joint Bidding Agreement for Consortium Appendix-VI Passenger Traffic Data

2.9 Clarifications 2.9.1 Applicants requiring any clarification on the RFQ may notify the Authority in

writing in accordance with Clause 1.2.12. They should send in their queries before the date specified in the schedule of Bidding Process contained in Clause 1.3. The Authority shall endeavour to respond to the queries within the period specified therein, but no later than 10 (ten) days prior to the Application Due Date. The Authority will publish all the queries and its responses thereto on the website of the Authority (http://www.aai.aero), for the benefit of all purchasers of the RFQ without identifying the source of queries.

2.9.2 The Authority shall endeavour to respond to the questions raised or clarifications sought by the Applicants. However, the Authority reserves the right not to respond to any question or provide any clarification, in its sole discretion, and nothing in this Clause shall be taken or read as compelling or requiring the Authority to respond to any question or to provide any clarification.

2.9.3 The Authority may also on its own motion, if deemed necessary, issue

interpretations and clarifications to all Applicants. All clarifications and interpretations issued by the Authority shall be deemed to be part of the RFQ. Verbal clarifications and information given by Authority or its employees or representatives shall not in any way or manner be binding on the Authority.

2.10 Amendment of RFQ 2.10.1 At any time prior to the deadline for submission of Application, the Authority

may, for any reason, whether at its own initiative or in response to clarifications requested by an Applicant, modify the RFQ by the issuance of Addenda.

2.10.2 Any Addendum thus issued will be posted only on Authority’s website. 2.10.3 In order to afford the Applicants a reasonable time for taking an Addendum

into account, or for any other reason, the Authority may, in its sole discretion, extend the Application Due Date.

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C. PREPARATION AND SUBMISSION OF APPLICATION 2.11 Language

The Application and all related correspondence and documents in relation to the Bidding Process shall be in English language. Supporting documents and printed literature furnished by the Applicant with the Application may be in any other language provided that they are accompanied by translations of all the pertinent passages in the English language, duly authenticated and certified by the Applicant. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Application, the English language translation shall prevail.

2.12 Format and signing of Application 2.12.1 The Applicant shall provide all the information sought under this RFQ. The

Authority will evaluate only those Applications that are received in the required formats and complete in all respects. Incomplete and /or conditional Applications shall be liable to rejection.

2.12.2 All applications should be submitted only through the online Procurement

portal of the Authority (http://etender.aai.aero/irj/portal). The portal can also be visited from the website of the Authority (http://www.aai.aero), where a link as “E-Tender” has been provided on the Home page for this purpose. Hard copies will not be entertained at any circumstances.

2.13 Sealing and Marking of Applications 2.13.1 The Applicant shall submit the Application in the format specified at

Appendix-I, together with the documents specified in Clause 2.13.2, and seal it in an envelope.

2.13.2 The envelope shall contain:

(i) Application in the prescribed format (Appendix-I) along with Annexes and supporting documents;

a) Annex 1 – Details of Applicant b) Annex 2 – Technical Capacity of Applicant c) Annex 3 – Technical and Financial Capacity of Applicant d) Annex 4 – Details of Brands of F&B Items Proposed e) Annex 5 - Proposal on Operation & Management Practices f) Annex 6 - Proposal on Capital Expenditure Plan g) Annex 7 - Proposal on Pricing Policy h) Annex 8 - Proposal on Customer Service i) Annex 9 – Details of Outstanding Dues / no dues certificate j) Annex 10 – Integrity Pact k) A memorandum of understanding duly executed between the

Applicant (or any Constituent, in case of a Consortium) and the owner/ franchisor of three Brand(s) in the F&B Business, identified by the Applicant in its Proposal on Operation & Management practices.

(ii) Statement of Legal Capacity as per format at Appendix-II

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(iii) Power of Attorney for signing the Application as per the format at Appendix-III;

(iv) If applicable, the Power of Attorney for Lead Member of Consortium as per the format at Appendix-IV;

(v) Copy of the Jt. Bidding Agreement, in case of a Consortium, substantially in the format at Appendix-V;

(v) Copy of Memorandum and Articles of Association, if the Applicant is a body corporate, and if a partnership then a copy of its partnership deed; and

(vi) Copies of Applicant’s duly audited balance sheet and profit and loss account for the preceding two financial years wherever applicable.

All the above documents should be signed and stamped by the Applicant and duly notarised / legalised in the jurisdiction of the Applicant.

The envelope shall clearly bear the following identification:

“Application for Qualification: Concession to Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India”

and shall clearly indicate the name and address of the Applicant. In addition, the Application Due Date should be indicated on the right hand corner of the envelope.

2.13.3 The envelope shall be addressed to:

ATTN. OF: Mr. C.K.S. Nair DESIGNATION: GM (Commercial) ADDRESS: OFFICE No.

Airports Authority of India Corporate Head Quarters ‘C’ Block, Rajiv Gandhi Bhawan Safdarjung Airport, New Delhi 110 003 011 24644816

FAX NO: 011 24628124 E-MAIL ADDRESS: cksnair@aai.aero

2.13.4 If the envelope is not sealed and marked as instructed above, the Authority

assumes no responsibility for the misplacement or premature opening of the contents of the Application and consequent losses, if any, suffered by the Applicant. All applicants are requested to submit their application in the mode prescribed well in time.

2.13.5 The mode of communication between the Bidder and the Authority will be English and all correspondence should be addressed through E-mail/hard copy and addressed to the designated officer mentioned above.

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2.14 Application Due Date 2.14.1 The DIGITAL COPY of Application shall be submitted before 1100 hours IST

on the Application Due Date, through the online Procurement portal of the Authority (https://etender.aai.aero/irj/portal). The portal can also be visited from the website of Authority (http://www.aai.aero), where a link as “E-Tender” has been provided on the Home page for this purpose.

2.14.2. Applications shall only be submitted through the online Procurement portal

of the Authority. Applicants are advised to submit the Applications through online portal well in advance to avoid network problems. Authority will not be responsible for any inability for submission of Applications within the Application Due Date due to such technical problems/errors.

2.14.3 Applications submitted by hand, post, fax, telex, telegram or e-mail shall not

be entertained and shall be rejected. 2.14.4 The Authority may, in its sole discretion, extend the Application Due Date by

issuing an Addendum in accordance with Clause 2.10 uniformly for all Applicants.

2.15 Late Applications Applications received by the Authority after the specified time on the

Application Due Date shall not be eligible for consideration and shall be summarily rejected.

2.16 Modifications/ substitution/ withdrawal of Applications 2.16.1 The Applicant may withdraw its Application after submission, prior to the

Application Due Date. No Application shall be modified, substituted by the Applicant after submission of the Application.

2.16.2 The withdrawal notice shall be prepared and submitted through the online procurement portal (http://etender.aai.aero/irj/portal).

2.16.3 Any alteration/ modification in the Application or additional information supplied subsequent to the Application Due Date, unless the same has been expressly sought for by the Authority, shall be disregarded.

D. EVALUATION PROCESS 2.17 Opening and Evaluation of Applications 2.17.1 The Authority shall open the Applications at 1130 hours IST on the

Application Due Date, at the place specified in Clause 2.13.3 and in the presence of the Applicants who choose to be present.

2.17.2 Applications for which a notice of withdrawal has been submitted in

accordance with Clause 2.16 shall not be opened. 2.17.3 The Authority will subsequently examine and evaluate Applications in

accordance with the provisions set out in Section 3.

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2.17.4 Applicants are advised that pre-qualification of Applicants will be entirely at the discretion of the Authority. Applicants will be deemed to have understood and agreed that no explanation or justification on any aspect of the Bidding Process or selection will be given.

2.17.5 Any information contained in the Application shall not in any way be

construed as binding on the Authority, its agents, officials, successors or assigns, but shall be binding against the Applicant if the Concession is subsequently awarded to it on the basis of such information.

2.17.6 The Authority reserves the right not to proceed with the Bidding Process at

any time without notice or liability and to reject any or all Application(s) without assigning any reasons.

2.17.7 If any information furnished by the Applicant is found to be incomplete, or

contained in formats other than those specified herein, the Authority may, in its sole discretion, exclude the relevant information / document from further evaluation. In case of false information furnished by the Applicant, the Bid/concession is liable to be rejected at any stage and the Authority is free to take any other action as it deems fit.

2.17.8 Where any information is found to be patently false or amounting to a

material misrepresentation, the Authority reserves the right to reject the Application and/ or Bid in accordance with the provisions of Clauses 2.7.2 and 2.7.3.

2.18 Confidentiality

Information relating to the examination, clarification, evaluation, and recommendation for the short-listed pre-qualified Applicants shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising the Authority in relation to, or matters arising out of, or concerning the Bidding Process. The Authority will treat all information, submitted as part of Application, in confidence and will require all those who have access to such material to treat the same in confidence. The Authority may not divulge any such information unless it is directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity and/ or the Authority or as may be required by law or in connection with any legal process.

2.19 Tests of responsiveness 2.19.1 Prior to evaluation of Applications, the Authority shall determine whether

each Application is responsive to the requirements of the RFQ. An Application shall be considered responsive only if:

(a) it is received as per format at Appendix-I, including Annexes. (b) it is received by the Application Due Date including any extension

thereof pursuant to Clause 2.14.4;

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(c) it is signed, sealed, bound together in hard cover, and marked as stipulated in Clauses 2.12 and 2.13;

(d) it is accompanied by the Power of Attorney as specified in Clause

2.2.6, and in the case of a Consortium, the Power of Attorney as specified in Clause 2.2.6;

(e) it contains all the information and documents (complete in all

respects) as requested in this RFQ; (f) it contains information in formats same as those specified in this RFQ; (g) it contains certificates from its statutory auditors in the formats

specified at Appendix-I of the RFQ for each Eligible Project; (h) it contains a self attested copy of the receipt for payment of Rs.

50,000/- (Rupees fifty thousand only) to Authority towards the cost of the RFQ document;

(i) it is accompanied by the Jt. Bidding Agreement (for Consortium),

specific to the Concession, as stipulated in Clause 2.2.9(g);

(j) it is accompanied by No Dues Certificate from the Authority certifying that the Applicant (Lead Member/other members in case of Consortium / and its Associates) have no outstanding dues (including interest) payable to the Authority upto 31.07.2012.

(k) It is accompanied by the Integrity Pact in the format specified at

Annex-10 of Appendix-I.

(l) it does not contain any condition or qualification; and (m) it is not non-responsive in terms hereof.

2.19.2 The Authority reserves the right to reject any Application which is non-

responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by the Authority in respect of such Application.

2.20 Clarifications 2.20.1 To facilitate evaluation of Applications, the Authority may, at its sole

discretion, seek clarifications from any Applicant regarding its Application. Such clarification(s) shall be provided within the time specified by the Authority for this purpose. Any request for clarification(s) and all clarification(s) in response thereto shall be in writing.

2.20.2 If an Applicant does not provide clarifications sought under Clause 2.20.1

above within the prescribed time, its Application shall be liable to be rejected. In case the Application is not rejected, the Authority may proceed to evaluate the Application by construing the particulars requiring clarification to the

22

best of its understanding, and the Applicant shall be barred from subsequently questioning such interpretation of the Authority.

E. QUALIFICATION AND BIDDING

2.21 Short-listing and notification After the evaluation of Applications, the Authority would announce a list of

short-listed pre-qualified Applicants (the “Bidders”) who will be eligible for participation in the Bid Stage. At the same time, the Authority shall not be bound to notify the other Applicants that they have not been short-listed. The Authority will not entertain any query or clarification from Applicants who fail to qualify.

2.22 Submission of Bids

The Bidders will be requested to submit a Bid in the form and manner to be set out in the Bidding Documents. Only pre-qualified Applicants (Bidders) shall be invited by the Authority to submit their Bids for the Concession. The Authority is likely to provide a comparatively short time span for submission of the Bids for the Concession. The Applicants are therefore advised to visit the site and familiarise themselves with the Concession by the time of submission of the Application. No extension of time is likely to be considered for submission of Bids pursuant to invitation that may be issued by the Authority.

2.23 Proprietary data All documents and other information supplied by the Authority or submitted by an Applicant to the Authority shall remain or become the property of the Authority. Applicants are to treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Application. The Authority will not return any Application or any information provided along therewith.

2.24 Correspondence with the Applicant Save and except as provided in this RFQ, the Authority shall not entertain any correspondence with any Applicant in relation to the acceptance or rejection of any Application.

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3. EVALUATION OF APPLICATIONS

3.1 Evaluation parameters 3.1.1 The Applicant’s competence and capability is proposed to be established by

the following parameters: (A). Technical Capacity; and (B). Financial Capacity

3.1.2 Only those Applicants who fulfill the Threshold Eligibility Criteria specified

in Clauses 2.2.2 above shall qualify for short-listing under this Section 3. Applications of firms/ consortia who do not meet these criteria shall be rejected.

3.1.3 In evaluating the Technical Capacity and Financial Capacity of Applicant

under Clauses 2.2.2, the Eligibility Experience of Applicant (in the case of Consortium, the Lead Member) would only be eligible.

3.2 Details of Technical Capacity and Financial Capacity 3.2.1 The Applicant should furnish the details of Technical Capacity and Financial

Capacity. The applicant is solely responsible for the accuracy of the details / documents furnished.

3.2.2 The Applicants must provide the necessary information relating to Technical

Capacity as per format at Annex-2 of Appendix-I. 3.2.3 The Applicant should furnish the required information and evidence in

support of its claim of Technical Capacity and Financial Capacity, as per format at Annex-3 of Appendix-I.

3.2.4 The Applicants must furnish the required information and evidence in

support of its claim for Brands of F&B Items detailed in Annex-4 of Appendix-I.

3.2.5 The Applicants must furnish the proposal on Operations & Maintenance

practices as per format at Annex-5 of Appendix-I. 3.2.6 The Applicants must furnish the proposal on Capital Expenditure Plan as per

format at Annex-6 of Appendix-I. 3.2.7 The Applicants must furnish the proposal on Pricing Policy as per format at

Annex-7 of Appendix-I. 3.2.8 The Applicants must furnish the proposal on Customer Service as per format

at Annex-8 of Appendix-I. 3.2.9 The Applicants must furnish the details of Outstanding Dues as per format at

Annex-9 of Appendix-I. 3.2.10 The Applicant must furnish an Integrity Pact as per format at Annex-10 of

Appendix-I.

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3.3 Financial information for purposes of evaluation

The Application must be accompanied by the financial statements / certificates duly certified by the statutory auditor of the Applicant.

3.4 Evaluation of Applications 3.4.1 During this stage, Authority shall determine whether each Application is in

compliance with the requirements of the RFQ. An Application shall be considered to be in compliance with the requirement of the RFQ only if: (i) the Bidder satisfies the Threshold Eligibility Criteria, as set forth Clause

2.2.2; (ii) it contains at least three (3) Brands of Food Beverage Items in its

Proposal on Operations & Maintenance (Annex 4 of Appendix-I); (iii) it contains a range of items which are local delicacies of the geographical

region in which Airport is situated (Annex 5 of Appendix-I); (iv) the Capital Expenditure Plan proposed in Annex 6 is no less than the

amounts set forth in Clause 2.2.7; (v) it contains all the information and documents in support (complete in

all respects) as requested in this RFQ; and (vi) it contains true copies of information, duly certified by the statutory

auditor. (vii) It contains the Integrity Pact, duly signed in the format at set out in

Annex-10 of Appendix-I.

3.4.2 Such Application(s) which are not in compliance with the requirements of the RFQ, shall be rejected forthwith and no request for alteration, modification, substitution or withdrawal shall be entertained by Authority in respect of such Applications(s).

3.4.3 Authority reserves the right to seek clarifications from any Bidder regarding

its Application. Such clarification(s) shall be provided within the time specified by Authority for the purpose. Any request for clarification(s) and all clarifications(s) in response thereto shall be in writing. If the Bidder does not furnish the clarification(s) within the prescribed time, the Application shall be liable to be rejected. In the case Application is not rejected, Authority may proceed to evaluate the Application by construing the particulars requiring the clarification to the best of its understanding, and the Bidder shall be barred from subsequently questioning such interpretation of Authority.

3.4.4 After the evaluation of Applications, Authority would announce a short-list

of Qualified Applicants (Bidders), whose Applications have been found to be responsive and in compliance with the requirements of the RFQ.

3.4.5 In the Bids stage, Authority shall issue Bidding Documents to Bidders who would be shortlisted, to submit their Financial Bids in response to and in accordance with the provisions of Bidding Documents for award of the

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Concession for setting up, development, operation, maintenance and management of the F&B Outlets.

3.5 Independent External Monitors (IEM)

The applicant shall sign and submit the Integrity Pact in the prescribed format failing which the applicant will be disqualified.

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4. FRAUD AND CORRUPT PRACTICES

4.1 The Applicants and their respective officers, employees, agents and advisers

shall observe the highest standard of ethics during the Bidding Process. Notwithstanding anything to the contrary contained herein, the Authority may reject an Application without being liable in any manner whatsoever to the Applicant if it determines that the Applicant has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice in the Bidding Process.

4.2 Without prejudice to the rights of the Authority under Clause 4.1

hereinabove, if an Applicant is found by the Authority to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice during the Bidding Process, such Applicant shall not be eligible to participate in any tender or RFQ issued by the Authority during a period of 2 (two) years from the date such Applicant is found by the Authority to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as the case may be.

4.3 For the purposes of this Clause 4, the following terms shall have the meaning

hereinafter respectively assigned to them: (a) “corrupt practice” means (i) the offering, giving, receiving, or

soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of employment to, or employing, or engaging in any manner whatsoever, directly or indirectly, any official of the Authority who is or has been associated in any manner, directly or indirectly, with the Bidding Process or the LOIA or has dealt with matters concerning the Concession Agreement or arising therefrom, before or after the execution thereof, at any time prior to the date such official resigns or retires from or otherwise ceases to be in the service of the Authority, shall be deemed to constitute influencing the actions of a person connected with the Bidding Process);

(b) “fraudulent practice” means a misrepresentation or omission of facts

or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process;

(c) “coercive practice” means impairing or harming or threatening to

impair or harm, directly or indirectly, any person or property to influence any person’s participation or action in the Bidding Process;

(d) “undesirable practice” means (i) establishing contact with any person

connected with or employed or engaged by the Authority with the objective of canvassing, lobbying or in any manner influencing or

27

attempting to influence the Bidding Process; or (ii) having a Conflict of Interest; and

(e) “restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among Applicants with the objective of restricting or manipulating a full and fair competition in the Bidding Process.

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5. PRE-APPLICATION CONFERENCE

5.1 A Pre-Application conference of the interested parties shall be convened at

the designated date, time and place. Only those persons who have purchased the RFQ document shall be allowed to participate in the Pre-Application conference. A maximum of two representatives of each Applicant shall be allowed to participate on production of authority letter from the Applicant.

5.2 During the course of Pre-Application conference, the Applicants will be free

to seek clarifications and make suggestions for consideration of the Authority. The Authority shall endeavour to provide clarifications and such further information as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent and competitive Bidding Process.

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6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with,

the laws of India and the Courts at New Delhi shall have exclusive jurisdiction over all disputes arising under, pursuant to and/ or in connection with the Bidding Process.

6.2 The Authority, in its sole discretion and without incurring any obligation or liability, reserves the right, at any time, to;

(a) suspend and/ or cancel the Bidding Process and/ or amend and/ or

supplement the Bidding Process or modify the dates or other terms and conditions relating thereto;

(b) consult with any Applicant in order to receive clarification or further

information; (c) retain any information and/ or evidence submitted to the Authority by,

on behalf of, and/ or in relation to any Applicant; and/ or

(d) independently verify, disqualify, reject and/ or accept any and all submissions or other information and/ or evidence submitted by or on behalf of any Applicant.

6.3 It shall be deemed that by submitting the Application, the Applicant agrees

and releases the Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the exercise of any rights and/ or performance of any obligations hereunder and the Bidding Documents, pursuant hereto, and/ or in connection with the Bidding Process, to the fullest extent permitted by applicable law, and waives any and all rights and/ or claims it may have in this respect, whether actual or contingent, whether present or in future.

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APPENDIX I

Letter Comprising the Application for Pre-Qualification (Refer Clause 2.13.2)

Dated: To,

[********** ***********]

Sub: Application for pre-qualification for Concession to Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India (the “Concession”)

Dear Sir,

With reference to your RFQ document dated ……….., I/we, having examined

the RFQ document and understood its contents, hereby submit my/our Application for Qualification for the aforesaid Concession. The Application is unconditional and unqualified. 2. I/ We acknowledge that the Authority will be relying on the information

provided in the Application and the documents accompanying such Application for pre-qualification of the Applicants for the aforesaid Concession, and we certify that all information provided in the Application and in Annexes 1 to 10 are true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying such Application are true copies of their respective originals.

3. This statement is made for the express purpose of qualifying as a Bidder for

the development, operation and maintenance of the aforesaid Concession. 4. I/ We shall make available to the Authority any additional information it

may find necessary or require to supplement or authenticate the Qualification statement.

5. I/ We acknowledge the right of the Authority to reject our Application

without assigning any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever.

6. I/ We certify that in the last three years, we/ any of the Consortium Members

or our/ their Associates have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award, nor been expelled from any project or contract by any public authority nor have had any contract terminated by any public authority for breach on our part (to enclose affidavit).

31

7. I/ We declare that:

(a) I/ We have examined and have no reservations to the RFQ document, including any Addendum issued by the Authority;

(b) I/ We do not have any conflict of interest in accordance with Clauses

mentioned in the RFQ document; (c) I/We have not directly or indirectly or through an agent engaged or

indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in Clause 4.3 of the RFQ document, in respect of any tender or request for proposal issued by or any agreement entered into with the Authority or any other public sector enterprise or any Government, Central or State; and

(d) I/ We hereby certify that we have taken steps to ensure that in

conformity with the provisions of Section 4 of the RFQ document, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice.

(e) the undertakings given by us along with the Application in response

to the RFQ for the Concession are true and correct as on the date of making the Application and I/we shall continue to abide by them.

8. I/ We understand that you may cancel the Bidding Process at any time and

that you are neither bound to accept any Application that you may receive nor to invite the Applicants to Bid for the Concession, without incurring any liability to the Applicants, in accordance with Clause 2.17.6 of the RFQ document.

9. I/ We believe that I/Lead Member of our Consortium satisfy(s) the Threshold

Eligibility Criteria and meet(s) the requirements as specified in the RFQ document and are / is qualified to submit a Bid.

10. I/ We declare that we/ any Member of the Consortium, or our/ its Associates

are not a Member of a/ any other Consortium applying for pre-qualification. 11. I/We declare that we/any Member of the Consortium does not have direct or

indirect shareholding of the Authority.

12. I/ We certify that in regard to matters other than security and integrity of the country, we/ any Member of the Consortium or any of our/ their Associates have not been convicted by a Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the Concession or which relates to a grave offence that outrages the moral sense of the community.

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13. I/ We further certify that in regard to matters relating to security and integrity of the country, we/ any Member of the Consortium or any of our/ their Associates have not been charge-sheeted by any agency of the Government or convicted by a Court of Law.

14. I/ We further certify that no investigation by a regulatory authority is

pending either against us/ any Member of the Consortium or against our/ its Associates or against our CEO or any of our directors/ managers/ employees.

15. I/ We further certify that we/ any Member of the Consortium, or our/ its

Associates do not have any outstanding dues as applicable to this RFQ. 16. I/ We undertake that in case due to any change in facts or circumstances

during the Bidding Process, we are attracted by the provisions of disqualification in terms of the provisions of this RFQ, we shall intimate the Authority of the same immediately.

17. I/ We acknowledge and agree that in the event of a change in control of an

Associate whose Threshold Eligibility Criteria would be taken into consideration for the purposes of short-listing and selection under and in accordance with the RFQ, I/We shall inform Authority forthwith along with all relevant particulars and Authority may, in its sole discretion, disqualify our Consortium or withdraw the Letter of Intent to Award, as the case may be. I/We further acknowledge and agree that in the event such change in control occurs after signing of the Concession Agreement, it would, notwithstanding anything to the contrary contained in the Agreement, be deemed a breach thereof, and the Concession Agreement shall be liable to be terminated without Authority being liable to us in any manner whatsoever.

18. The Integrity Pact as per format provided in RFQ document, and duly signed,

is enclosed. 19. The Statement of Legal Capacity as per format provided in the RFQ

documents, and duly signed, is enclosed. The power of attorney for signing of application and the power of attorney for Lead Member of consortium, as per format provided in RFQ, are also enclosed.

20. I/ We hereby irrevocably waive any right or remedy which we may have at

any stage at law or howsoever otherwise arising to challenge or question any decision taken by the Authority in connection with the selection of Applicants, selection of the Bidder, or in connection with the selection/ Bidding Process itself, in respect of the above mentioned Concession and the terms and implementation thereof.

21. In the event of my/ our being declared as the Highest Bidder, I/we agree to

enter into a Concession Agreement in accordance with the draft that shall be provided to me/ us prior to the Bid Due Date. I/We agree not to seek any changes in the aforesaid draft and agree to abide by the same.

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22. I/ We have studied the RFQ Documents carefully and also surveyed the site at the Airport. We understand that we shall have no claim, right or title arising out of any documents or information provided to us by Authority or in respect of any matter arising out of or relating to the Bidding Process including the award of Concession.

23. I/ We agree and understand that the Application is subject to the provisions

of the RFQ Documents. In no case, I/we shall have any claim or right of whatsoever nature if the Concession is not awarded to me/us.

24. I/ We agree and undertake to abide by all the terms and conditions of the

RFQ document. 25. We agree and undertake to be jointly and severally liable for all the

obligations of the Concessionaire under the Concession Agreement till the expiry of the Concession Term in accordance with the Concession Agreement.

In witness thereof, I/ we submit this application under and in accordance with the terms of the RFQ document.

Yours faithfully,

Date: (Signature, name and designation of the

Authorised Signatory)

Place: Name and seal of the Applicant/ Lead Member

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Appendix I Annex-1

ANNEX-1

Details of Applicant

1. (a) Name:

(b) Country of incorporation:

(c) Address of the corporate headquarters and its branch office(s), if any, in India:

(d) Date of incorporation and/ or commencement of business:

2. Brief description of the Company including details of its main lines of business and proposed role and responsibilities in this Concession:

3. Details of individual(s) who will serve as the point of contact/

communication for the Authority:

(a) Name:

(b) Designation:

(c) Company:

(d) Address:

(e) Telephone Number:

(f) E-Mail Address:

(g) Fax Number:

4. Particulars of the Authorised Signatory of the Applicant:

(a) Name:

(b) Designation:

(c) Address:

(d) Phone Number:

(e) Fax Number:

5. In case of a Consortium:

(a) The information above (1-4) should be provided for all the Members of the Consortium.

(b) A copy of the Jt. Bidding Agreement, as envisaged in Clause 2.2.9(g) should be attached to the Application.

(c) Information regarding the role of each Member should be provided as per table below:

35

Sl. No.

Name of Member Role {Refer Clause 2.2.9(d)}

Percentage of equity in the proposed SPV{Refer Clauses 2.2.9(a), (c) & (g)}

1. 2. 3.

(d) The following information shall also be provided for each Member of the Consortium:

Name of Applicant/ member of Consortium :

No. Criteria Yes No

1. Has the Applicant/ constituent of the Consortium been barred by the Central/ State Government, or any entity controlled by it, from participating in any project?

2. If the answer to 1 is yes, does the bar subsist as on the date of Application?

3. Has the Applicant/ constituent of the Consortium paid liquidated damages of more than 5% of the contract value in a contract due to delay or has been penalised due to any other reason in relation to execution of a contract, in the last three years?

6. A statement by the Applicant and each of the Members of its Consortium (where applicable) or any of their Associates disclosing material non-performance or contractual non-compliance in past contracts / licenses, contractual disputes and litigation/ arbitration in the recent past is given below (Attach extra sheets, if necessary):

7. Staff Strength of Bidder

(a) Organisational Structure of the Company: (b) Number and grade of staff with breakdown into sales assistants,

supervisors, cashiers, managers and etc. for the proposed F&B Outlets at Airport. No. of Staff Designation/grade No. of staff per shift

8. Management Capability of Bidder

(a) Information (including individual resume on the working experience, qualifications and achievements) on the Company’s management team/Operation team (Operations/Outlet Manager for the F&B Outlets etc).

(b) Information on how the Bidder will maximise sales for the F&B Outlets at Airport

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Appendix I Annex-2

ANNEX-2

Technical Capacity of the Applicant

(Refer to Clauses 2.2.2(A) and 3.1 of the RFQ)

Applicant type $

Name of Member Address of Incorporation

Details of Incorporation and Incorporating

Authority

Correspondence Address

(1) (2) (3) (4) (5) Single entity Applicant / Lead Member

Consortium Member 2

Consortium Member 3

$ An Applicant consisting of a single entity should fill in details as per the row titled Single entity Applicant and ignore the rows titled Consortium Members.

Instructions:

1. The Applicant/ its constituent Consortium Members shall attach copies of the balance sheets, financial statements and Annual Reports for 2 (two) years preceding the Application Due Date. They will also attach certificate from statutory auditor wherever required in support of the technical and financial eligible criteria.

(a) reflect the financial situation of the Applicant or Consortium Member;

(b) be audited by a statutory auditor;

(c) be complete, including all notes to the financial statements; and

(d) correspond to accounting periods already completed and audited.

2. The Applicant shall provide certified copies of the Certificate of Incorporation.

3. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be submitted in accordance with Clause 2.2.9 (g) of the RFQ document.

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Appendix I Annex-3

ANNEX-3

Technical Capacity and Financial Capacity of the Applicant

(Refer to Clauses 2.2.2(A),(B), and 3.2 of the RFQ)

Name of Single Applicant / Lead Member: Name of Associate (if applicable):

Item

Refer Instruction

Particulars

(1) (2) (3) Name of the Location and full particulars of the Food & Beverage Outlets

1

Entity operating the Food & Beverage Business at the Location

2

Date of start of Commercial Operations of Food & Beverage Outlets

3

Total Revenues received from the operations of Food & Beverage Business at the Location

3

Name of Brands Proposed (a minimum of Three Brands would have to be proposed) (Details as per Annex 4)

4 1. 2. 3.

Instructions:

1. Applicants are expected to provide information in respect of Food & Beverage Business at each Location in this Annex. A separate sheet should be filled for each outlet / Location of operations. Information provided in this section is intended to serve as a back-up for information provided in the Application. Applicants should also refer to the Instructions below.

2. The entity operating Food & Beverage Business at the Location(s) shall be either the Applicant (Lead Member in case of Consortium).

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Certificate from Statutory Auditor / Company Secretary regarding Associate

Based on the authenticated record of the Company, this is to certify that 75% (Seventy Five per cent) of the subscribed and paid up voting equity of ……………… (name of the Applicant/ Lead Member/ Associate) is held, directly or indirectly, by ……………….. (name of Associate/ Applicant/ Lead Member). By virtue of the aforesaid share-holding, the latter exercises control over the former, who is an Associate in terms of Clause 2.2.12 of the RFQ.

A brief description of the said equity held, directly or indirectly, is given below:

{Describe the share-holding of the Applicant/ Lead Member and the Associate. In the event the Associate is under common control with the Applicant/ Lead Member, the relationship may be suitably described and similarly certified herein }

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of Date: the authorised signatory).

3. Certificate from the Applicants’ Statutory Auditor must be furnished broadly as per the format below in respect of Turnover from Food & Beverage Business for each entity / airport operations:

Certificate from Statutory Auditor regarding Eligibility Experience

Based on its books of accounts and other published information authenticated by it, this is to certify that …………………….. (name of the Applicant/Lead Member/Associate) is an equity shareholder in ……………….. (title of the company) and holds Rs. ……… cr. (Rupees ………………………….. crore) of equity (which constitutes ___% of the total paid up and subscribed equity capital) of ……………….. (title of the company) as on …………... (date).

We further certify that ............................................ (title of the company) has been in the business of operating Food & Beverage Outlets since the dates mentioned against the respective Locations as per Location-wise details below:

Name of Location ............................................. Since....................

...................................

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We also certify that the revenue collected and appropriated by ..................................... (title of the company) from the business of operating Food & Beverage Outlets at Location(s) during last two (2) years ending 31.03.2012 was Rs .................. cr (Rupee..........................) as per location-wise details noted below:

.....................................

......................................

Name of the audit firm:

Seal of the audit firm: (Signature, name and designation of Date: the authorised signatory).

4. Applicants have to propose a minimum of 3 (three) Brands which they propose to be retailed at the Food & Beverage Operations at New Integrated Terminal Building, NSCBI Airport, Kolkata. Applicant shall produce along with the Application, documentary proof to the effect that, as on the Application Date, either own or hold franchisee of at least three Brands in the Food & Beverage Business. In the event that the Applicant does not own/ hold franchisee of a minimum of three Brands in the Food & Beverage Business, it should (for the purpose of this Selection Process) furnish a Memorandum of Understanding (MOU) entered into with the owner(s)/ franchisor(s) of three Brands in the Food & Beverage Business. The MOU shall be to the effect that if such Applicant is selected for the grant of Concession, the parties to the MOU shall enter in to a binding franchise agreement which shall be co-terminous with the term of the Concession Agreement.

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Appendix I Annex-4

ANNEX-4

Details of Brands of F&B Items Proposed

Name of Brand: Item

Refer

Instruction Particulars

(1) (2) (3) Name of the Brand of Food & Beverage Item

1

Details of the Legal owner of the Brand

2

Country of Origin 2 Details of registration as a trademark / tradename

2

Details of the Franchisee / License Holder of the Brand, if any

2

Details of the MoU between Applicant and Legal Owner / Franchisee / License Holder of the Brand

3

Details of Locations of Presence

4 1. 2. 3. 4. 5. 6.

Instructions:

1. Applicants are expected to provide information in respect of the Brand of Food & Beverage Item, proposed for the Concession, in this Annex. A separate sheet should be filled for each Brand.

2. Documentary evidence in support of the information regarding ownership, registration as trademark, etc should be furnished for each Brand.

3. Documentary evidence in support should be furnished. The MOU shall be to the effect that if such Applicant is selected for the grant of Concession, the parties to the MOU shall enter in to a binding franchise agreement which shall be co-terminus with the Concession Term.

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Appendix I Annex-5

ANNEX-5

PROPOSAL ON OPERATIONS AND MANAGEMENT PRACTICES

(I) Range of Proposed F&B Products/ Brands 1. Proposed range of food and beverage items and to provide the percentage of

each category of product range for F&B Outlet. __________________________________________________________

2. Proposed range of food & beverage items which are local delicacies of the

geographical region in which Airport is situated

3. Proposed Brands of Food & Beverage items (a minimum of three Brands should be proposed) in the Location(s) covered in the Proposal

4. Information on how the proposed range of food and beverage items at each

F&B Outlet will be sufficient to meet the demand of the Airport Users. (II) Mode of Operation 1. Information on the mode of operation for F&B Outlet at Airport. To propose

new and innovative F&B Concepts that would be incorporated in the Locations to enhance and differentiate the dining experience at New Integrated Terminal Building, NSCBI Airport, Kolkata. To clearly indicate the concepts that are unique to the Airport. In addition, to explain how an efficient and well planned mode of operation would be achieved with the Applicant's proposed mode of operation. ____________________________________________________________ ____________________________________________________________

2. Inventory replenishment and warehousing strategy: 3. Background information of the Proposed Brand(s), with the written

approval/MoU that the Applicant has with the owner/franchisor of the Brand(s) for running each of the F&B Outlets at the Airport during the entire Concession term _______________________________________________________________

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Appendix I

Annex-6 ANNEX-6

PROPOSAL ON CAPITAL EXPENDITURE PLAN Phase Proposed Capital Expenditure (in INR

per sqm) Phase 1 (from Access Date till the end of 5th Concession Year)

(shall be no less than Rs.40,000 per sq.m.)

Phase 2 (from 6th Concession Year till the end of Concession Term)

(shall be no less than Rs.20,000 per sq.m.)

We undertake to comply with the proposed Capital Expenditure Plan in operating Concession for developing, setting up, operating, maintain and managing the F&B Outlets, should we be awarded the Concession. Authorised Signatory of the Bidder Name : [•] Designation : [•] Instructions: 1. Along with the proposed capital expenditure, the Applicant shall furnish to

Authority as part of its Proposal, a list of equipment planned for the site including but not restricted to forklifts, trolleys etc, for the movement of equipment/goods within the airport in accordance with such movement of equipment/goods strategy as may be directed by Authority. The Applicant shall be responsible for procurement, operations and maintenance of these equipments.

2. The capital expenditure that the Applicant may propose shall not be less than Rs. 40,000/- (Rupees forty thousand only) per square metre during Phase-I in respect of the Location(s) comprised in the Concession.

3. The capital expenditure investment in Phase 2 should not be less than Rs. 20,000/(Rupees twenty thousand only) per square metre. Applicant to provide a detailed breakdown of capital expenditure on separate sheet to show how total cost is derived.

4. The Concessionaire may be required to show proof of expenditure and be subjected to audit, whose expenditure has to be borne by the concessionaire.

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Appendix I Annex-7

ANNEX-7

PROPOSAL ON PRICING POLICY

(I) Selling Prices 1A. Policy on pricing of proposed food and beverage items as well as proposed

detailed selling prices for individual items compared to current prices at any of the Selected Bidder’s off-Airport outlets and other comparable off-Airport established branded food & beverage outlet(s). _____________________________________________________________ ______________________________________________________________

1B. Policy on pricing of proposed F&B Items compared to current prices at any of the Applicant’s off-Airport outlet(s) (if applicable) _______________________________________________________________ _______________________________________________________________

2. Cash discounts to be offered to the passengers at the Airport on the Comparable Off-Airport Outlet(s) price (if any) _______________________________________________________________ _______________________________________________________________

We hereby certify and declare that the information given above is true and correct and binding on us if we are chosen as the Selected Bidder. We undertake to comply with the pricing policy as stipulated in the Agreement granting Concession for developing, setting up, operating, maintain and managing the F&B Outlets, should we be awarded the Concession. We further undertake that the selling Prices of all Food & Beverage Items being sold at the F&B Outlets shall not exceed the Maximum Retail Prices indicated on the Manufacturers’ Packaging. We undertake to prominently display the selling prices of all Food & Beverage Items being sold at the F&B Outlets at the Airport. Authorised Signatory of the Bidder Name : [•] Designation : [•]

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Appendix I Annex-8

ANNEX-8

PROPOSAL ON CUSTOMER SERVICE (Please provide the following information) 1. Applicant's Customer Service policy (including policy on general

qualifications/abilities of staff to be recruited), proposed staff strength (including ratio of full-time to part-time staff) and proposal on maintaining customer satisfaction.

2. Proposal on staff training program covering service quality including outline

of training programme, duration and frequency of training and re-training.

We hereby certify and declare that the information given above are true and correct and binding on us if we are chosen as the Selected Bidder. We also confirm that: (a) We will maintain a “Complaint/Suggestion Register” for the benefit of Airport

Users, which shall be made available to the Authority for review, as and when demanded;

(b) We will prominently display the selling prices of all F&B Items being sold at the respective F&B Outlets;

(c) We undertake that the selling Prices of all Food & Beverage Items being sold at the F&B Outlets shall not exceed the Maximum Retail Prices indicated on the Manufacturers’ Packaging.

(d) We will submit a monthly report, on or before the seventh day of each month, on the number of complaints/suggested received in the previous month and the follow-up action taken; and

(e) We will participate in any Quality Service incentive scheme/programmes and campaigns conducted by Authority.

Authorised Signatory of the Bidder Name : [•] Designation : [•]

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Appendix I Annex-9

ANNEX-9 DETAILS OF OUTSTANDING DUES

1. The Applicant shall submit the details of contracts held (current and past) at all AAI controlled airports and offices and the details of disputed and undisputed dues thereon alongwith the details of Security Deposit.

S. No.

Details of Contract Status of Contract

(Running / Completed)

Date of Start

Date of Completion

Pre-closure if

any along with

reasons

2. The Applicant shall submit a no dues certificate from the Authority wherever applicable.

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Appendix I

Annex-10 ANNEX-10

FORMAT OF INTEGRITY PACT

47

48

49

50

51

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APPENDIX – II

Statement of Legal Capacity

(To be forwarded on the letterhead of the Applicant/ Lead Member of Consortium) Ref. Date: To,

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

Dear Sir, We hereby confirm that we/ our members in the Consortium (constitution of which has been described in the application) satisfy the terms and conditions laid out in the RFQ document. We have agreed that …………………… (insert member’s name) will act as the Lead Member of our consortium.* We have agreed that ………………….. (insert individual’s name) will act as our representative/ will act as the representative of the consortium on its behalf* and has been duly authorized to submit the RFQ. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same. Thanking you,

Yours faithfully,

(Signature, name and designation of the authorised signatory)

For and on behalf of…………………………….. *Please strike out whichever is not applicable.

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Appendix III

Power of Attorney for signing of Application

Know all men by these presents, We…………………………………………….. (name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr/ Ms (name), …………………… son/daughter/wife of ……………………………… and presently residing at …………………., who is presently employed with us/ the Lead Member of our Consortium and holding the position of ……………………………. , as our true and lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our application for pre-qualification and submission of our Bid for the Concession to Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India (the “Concession”) proposed by Airports Authority of India (the “Authority”) including but not limited to signing and submission of all applications, Bids and other documents and writings, participate in Pre-Applications and other conferences and providing information/ responses to the Authority, representing us in all matters before the Authority, signing and execution of all contracts including the Concession Agreement and undertakings consequent to acceptance of our Bid, and generally dealing with the Authority in all matters in connection with or relating to or arising out of our Bid for the said Concession and/ or upon award thereof to us and/or till the entering into of the Concession Agreement with the Authority. AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us. IN WITNESS WHEREOF WE, …………………………., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF …………. 2…..

For ………………………..

(Signature, name, designation and address) Witnesses: 1.

(Notarised) 2. Accepted …………………………… (Signature) (Name, Title and Address of the Attorney)

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Notes:

The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.

Wherever required, the Applicant should submit for verification the extract of the charter documents and documents such as a board or shareholders’ resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Applicant.

For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Applicants from countries that have signed the Hague Legalization Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.

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APPENDIX IV

Power of Attorney for Lead Member of Consortium

Whereas Airports Authority of India (the “Authority”) has invited applications from interested parties for the Concession to Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India (the “Concession”). Whereas, …………………….., …………………….. and …………………….. (collectively the “Consortium”) being Members of the Consortium are interested in bidding for the Concession in accordance with the terms and conditions of the Request for Qualification document (RFQ), Request for Proposal (RFP) and other connected documents in respect of the Concession, and Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things as may be necessary in connection with the Consortium’s Bid for the Concession and its execution. NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS We, …………………….. having our registered office at …………………….., M/s. …………………….. having our registered office at …………………….., and M/s …………………….. having our registered office at …………………….., (hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/s …………………….. having its registered office at …………………….., being one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the Consortium and any one of us during the bidding process and, in the event the Consortium is awarded the concession/contract, during the execution of the Concession and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or required or incidental to the pre-qualification of the Consortium and submission of its Bid for the Concession, including but not limited to signing and submission of all applications, Bids and other documents and writings, participate in bidders and other conferences, respond to queries, submit information/ documents, sign and execute contracts and undertakings consequent to acceptance of the Bid of the Consortium and generally to represent the Consortium in all its dealings with the Authority, and/ or any other Government Agency or any person, in all matters in connection with or relating to or arising out of the Consortium’s Bid for the Concession and/ or upon award thereof till the Concession Agreement is entered into with the Authority. AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds

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and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium. IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS …………………. DAY OF ………. 2..…

For …………………….. (Signature)

…………………….. (Name & Title)

For ……………………..

(Signature)

…………………….. (Name & Title)

For ……………………..

(Signature)

…………………….. (Name & Title)

Witnesses: 1. 2. ……………………………………… (Executants) (To be executed by all the Members of the Consortium)

Notes:

The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.

Also, wherever required, the Applicant should submit for verification the extract of the charter documents and documents such as a board or shareholders’ resolution/ power of attorney in favour of the person executing this Power of Attorney for the delegation of power hereunder on behalf of the Applicant.

For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Applicants from countries that have signed the Hague Legalization Convention 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.

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APPENDIX V

Joint Bidding Agreement

(Refer Clause 2.13.2)

(To be executed on Stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of ………… 20…

AMONGST

1. {………… Limited, a company incorporated under the Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)

AND

2. {………… Limited, a company incorporated under the Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)

AND

3. {………… Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ………… (hereinafter referred to as the “Third Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)}

The above mentioned parties of the FIRST, SECOND and THIRD PART are collectively referred to as the “Parties” and each is individually referred to as a “Party”

WHEREAS,

(A) THE AIRPORTS AUTHORITY OF INDIA, established under the Airports Authority of India Act, 1994, represented by its Chairman and having its principal offices at Rajiv Gandhi Bhawan, Safdarjung Airport, New Delhi-110003 (hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited applications (the Applications”) by its Request for Qualification No. ………… dated …………(the “RFQ”) for pre-qualification and short-listing of bidders for Concession to Develop, Operate and Maintain Food & Beverage Outlets at New Integrated Terminal Building, NSCBI Airport, Kolkata, India (the “Concession”)

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(B) The Parties are interested in jointly bidding for the Concession as members of a Consortium and in accordance with the terms and conditions of the RFQ document and other Bid documents in respect of the Concession, and

(C) It is a necessary condition under the RFQ document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Application.

NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the RFQ.

2. Consortium 2.1 The Parties do hereby irrevocably constitute a consortium (the

“Consortium”) for the purposes of jointly participating in the Bidding Process for the Concession.

2.2 The Parties hereby undertake to participate in the Bidding Process only

through this Consortium and not individually and/ or through any other consortium constituted for this Concession, either directly or indirectly or through any of their Associates.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the Selected Bidder and awarded the Concession, it shall incorporate a special purpose vehicle (the “SPV”) under the Indian Companies Act, 1956 for entering into a Concession Agreement with the Authority and for performing all its obligations as the Concessionaire in terms of the Concession Agreement for the Concession.

4. Role of the Parties The Applicant / all the members in the case of Consortium undertake to perform all the roles and responsibilities required to be fulfilled for the concession. The role and responsibility of the other members of the consortium to be clearly specified. :

5. Joint and Several Liability The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Concession and in accordance with the terms of the RFQ, RFP and the Concession Agreement, till such time as the Commercial operations of the Concession is achieved under and in accordance with the Concession Agreement.

6. Shareholding in the SPV 6.1 The Parties agree that the proportion of shareholding among the Parties in the

SPV shall be as follows: First Party:

Second Party:

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Third Party:

6.2 The Parties undertake that a minimum of 51% (fifty one per cent) of the

subscribed and paid up equity share capital of the SPV shall, at all times till the expiry of the term of Concession, be held by the Lead Member.

6.3 The Parties undertake that, subject to the provisions of Clause 6.2 above, they

shall collectively hold 100%(one hundred percent) of the subscribed and paid up equity share capital of the SPV at all times until the third anniversary of the Rent Commencement Date of the Concession.

6.4 The Parties undertake that they shall comply with all equity lock-in

requirements set forth in the Concession Agreement. 7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that: (a) Such Party is duly organised, validly existing and in good standing

under the laws of its incorporation and has all requisite power and authority to enter into this Agreement;

(b) The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge: (i) require any consent or approval not already obtained; (ii) violate any Applicable Law presently in effect and having

applicability to it; (iii) violate the memorandum and articles of association, by-laws

or other applicable organisational documents thereof; (iv) violate any clearance, permit, concession, grant, license or

other governmental authorisation, approval, judgement, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or

(v) create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;

(c) this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and

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(d) there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Associates a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfillment of its obligations under this Agreement.

8. Termination

This Agreement shall be effective from the date hereof and shall continue in full force and effect until the end of Concession Term of the Concession is achieved under and in accordance with the Concession Agreement, in case the Concession is awarded to the Consortium. However, in case the Consortium is either not pre-qualified for the Concession or does not get selected for award of the Concession, the Agreement will stand terminated in case the Applicant is not pre-qualified or upon return of the Bid Security by the Authority to the Bidder, as the case may be.

9. Miscellaneous 9.1 This Joint Bidding Agreement shall be governed by laws of India. 9.2 The Parties acknowledge and accept that this Agreement shall not be

amended by the Parties without the prior written consent of the Authority. IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED

For and on behalf of LEAD MEMBER by: SECOND PART

(Signature) (Signature) (Name) (Name) (Designation) (Designation) (Address) (Address) SIGNED, SEALED AND DELIVERED

For and on behalf of THIRD PART

(Signature) (Name) (Designation) (Address)

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In the presence of: 1. 2.

Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in accordance with the procedure, if any, laid down by the Applicable Law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and documents such as resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall be legalised by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney has been executed.

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APPENDIX VI

PASSENGER TRAFFIC DATA AT

KOLKATA AIRPORT

YEAR INTERNATIONAL DOMESTIC TOTAL 2009-10 1187160 6858564 8045724 2010-11 1428086 8203586 9631672 2011-12 1566102 8737889 10303991

TRAFFIC FORECAST – KOLKATA AIRPORT

YEAR INTERNATIONAL DOMESTIC TOTAL 2012-13 1888644 10290578 12179222 2013-14 2171940 11525448 13697388 2014-15 2497731 12908501 15406233 2015-16 2872391 14457522 17329913 2016-17 3303250 16192424 19495674 2017-18 3798737 18135515 21934252 2018-19 4254586 19949067 24203652 2019-20 4765136 21943973 26709109 2020-21 5336952 24138371 29475323 2021-22 5977386 26552208 32529594 2022-23 6694673 29207428 35902101

Note: These details are provided to the Interested Parties for reference only.

Authority does not vouch for the accuracy of these data and it is the responsibility of each Interested Party to verify such data.