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Invitation to Tender
U-Tapao International Airport Project
1 Overview of the U-Tapao International Airport Project
U-Tapao International Airport (“UIA”) is located in Plala district, Ban Chang district, Rayong
Province. The total area is about 16,700 (Sixteen Thousand and Seven Hundred) rai, including the
existing 3,500 (Three Thousand and Five Hundred) meters long runway (“Runway 1”) situated in
the middle of the area. The military operational area is situated to the west of Runway 1. At
present, UIA is in commercial-use via the existing passenger terminal 1 (one) and terminal 2 (two)
which altogether serves approximately 3,700,000 (Three million and Seven Hundred Thousand)
passengers per year. To the east of the Runway 1 is an area of approximately 8,300 (Eight
Thousand and Three Hundred) rai where the Thai Airways (“TG”) Maintenance, Repair &
Overhaul (“MRO”) facility is located.
On July 6th 2017, the Eastern Economic Corridor Policy Committee (the “Policy Committee”)
approved to include the expansion of the UIA (the “Project”) into the EEC Project List and to
implement the Project as per the Policy Committee’s notifications regarding the rules, practices,
conditions and procedures for the Public Private Partnership 2017 (2560 B.E.) and as amended.
Thereafter, as publicized on the Royal Thai Gazette on the 23rd February 2018, the Policy
Committee announced that the area for 6,500 (Six Thousand and Five Hundred) rai within the
vicinity of UIA will be promoted and developed as the economic promotion zone: Eastern Airport
City (the “Eastern Airport City”) in order to support the aviation businesses and logistics.
On October 4th 2018, the Policy Committee had approved the principal of the PPP Project and
assigned the Royal Thai Navy (“RTN”) and the Eastern Economic Corridor Office (“EECO”) to be
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the main responsible parties to implement the Public Private Partnership Project (“PPP Project”).
Later, on 30th October 2018, the Cabinet approved the Project principle in accordance with the
Policy Committee approval. Therefore, RTN and EECO has prepared this invitation to tender
(“ITT”) to invite potential private sectors to participate the tender for this investment
opportunity. Details of the PPP Project and tender procedures are as follows:
2. Project Summary
2.1 Project Objectives
1) To collaborate government and private sector resources (funding, knowledge, skills and
expertise, etc.) to design and construct, operate and maintain the PPP Project and to
upgrade the UIA to be the world class international airport with high standards in safety,
security, passenger services and modern technology.
2) To achieve the Government's ambitions of developing the Eastern Airport City of
Thailand in the EEC region as a regional aviation hub.
3) To develop UIA as an international airport that drives Thailand’s aviation industry
growth.
4) Encourage private sector participation so as to allow for the sharing of international
airport development experience and technological innovations with the Government
and Thai private sector.
2.2 Project Scope
The PPP Project’s Area will be located within the economic promotion zone: the Eastern
Airport City. (The PPP Project’s Area will be the Eastern Airport City’s Area that excludes
the MRO Complex and Civilian Aviation Training Centre (“CATC”) allocated areas. Under
the Project scope, there will be design and construction, and operations and maintenance
which are detailed as follows:
1) Runways, Taxiways and associated airside system in UIA airside system for landing and
parking activities will be designed and constructed as the following:
(1) Design and construction of runway, taxiways and associated airside system for
landing and parking activities will be newly designed and constructed
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i. Additional taxiways associated with Runway 1 together with related systems;
ii. Runway 2 together with related systems;
iii. Taxiways associated with Runway 2 together with related systems;
iv. Apron for PTB, cargo, MRO, and other activities;
v. Taxiways associated with the apron; and
vi. Electrical and power system, visibility aids and other related lighting systems
for the Runway 2, taxiways and the apron
(2) Operations and maintenance of runways, taxiways and associated airside systems
i. Existing Runway 1 and its associated taxiways which will be jointly used by the
RTN and the private sector under the agreed upon terms and conditions
between both parties
ii. Runway 2 and associated taxiways, additional taxiways associated with
Runway 1, and taxiways associated with aprons which will be newly designed
and constructed
iii. Associated apron(s) for TG MRO and others; and
iv. Airport electric system, visual aids, and other systems associated with runway,
taxiways and aprons.
2) Air Traffic Control Tower 2 (“ATCT 2”)
ATCT 2, including an operating building, a supporting air control building and related
systems and equipment, to be located in a position which can effectively control air traffic
and landside traffic for both Runway 1 and Runway 2 in order to replace the functionality
of the existing Air Traffic Control Tower (“ATCT 1”). Aeronautical Radio of Thailand Limited
(“Aerothai”) has been appointed as the service provider for air traffic controller of airside
communication, navigation aids, and aviation associated services in UIA, including design,
construct, and install relevant equipment for the ATCT 2
3) The key development activities include:
(1) Passenger Terminal Building(s) (“PTB 3”)
PTB 3 is envisioned to eventually reach a capacity of at least 60 million annual
passengers (“MAP”). A new passenger terminal building (or buildings) will be
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designed and developed with an initial capacity that can serve up to 12 MAP. PTB
3(s) include enhancements and equipment management systems as follows:
i. PTB passenger processing commercial space, facilities, baggage handling and
other systems;
ii. Car parking space or building;
(2) Ground Transportation Centre (“GTC”). The GTC is a combined transportation hub
for airport public transport (taxi/coach/bus/minivan) services and should also
contain car parking, as well as the High Speed Rail (“HSR”) interface.
(3) Cargo Complex: The Cargo Complex is to incorporate cargo facilities which include,
but are not limited to:
i. Cargo terminals and warehouses;
ii. Freight forwarder buildings; and
iii. Customs offices and other government agencies’ offices.
4) Cargo Village or Free Trade Zone (“FTZ”)
The Cargo Village must at least include enhancements management systems and
equipment in accordance with the FTZ law such as air cargo distribution building and
other relevant buildings.
5) Commercial Gateway
6) Central Utilities
(1) Central utilities include at least a power plant, water treatment plant, and aviation
fuel system.
(2) The associated distribution network within the Project Area includes road networks,
distribution networks for electricity and treated water, solid waste transfer,
drainage, a flood prevention system, a communications system, and waste water
treatment system.
7) Immigration office, custom office and other Government agencies as necessary
8) Non-aeronautical services and other services
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Non-aeronautical services and other services include site grading, demolition of
existing TG MRO (Maintenance Repair & Overhaul), car parking facilities, office
buildings and community stores.
2.3 Public and private sectors’ duties and responsibilities
1) Public Sector duties and responsibilities
(1) Contracting Government party will grant rights under the PPP scope to the private
sector;
(2) The RTN will prepare and handover the Project’s area to the private sector subjected
to scope, timeline and the agreed-upon terms and conditions with the private
sector;
(3) The RTN will design and construct Runway 2 and associated taxiways, TG MRO
Aprons supporting the operation of the new TG MRO, and relevant systems (as
necessary) in order to fulfill the completion of Phase 1 operations;
(4) The RTN will grant the right to use Runway 1 to the private sector, subject to scope,
time period, and the agreed-upon terms and conditions with the private sector
party;
(5) Contracting Government party will be responsible for the affected entities occurred
prior to the implementation of the Project ;
(6) Public sector will provide services for air traffic control, airside communication,
navigation aids, and design, construction and maintenance of the ATCT 2, its support
building and other airside control facilities subject to scope, time period and the
agreed-upon terms and conditions with the private sector;
(7) RTN will engage the central utilities producers to support demand within the Eastern
Airport City Area, including but not limited to electricity and power plant, water
treatment plant, waste-water treatment system and aviation fuel system. The
aforesaid utilities will be delivered to the private sector at market. The private sector
will be responsible for the distribution systems and the collecting system;
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(8) EECO will enter to the land lease agreement covering the Project’s area with private
sector as per terms and conditions under the land lease agreement;
(9) EECO will collaborate with State Railways of Thailand (“SRT”) for the interface
between the Project and the High Speed Rail linking 3 Airport Project (the “HSR
Project”);
(10) EECO will be responsible for the coordination and operation of matters that related
to the operation of the Project.
(11) RTN will responsible for public sector’s obligations and responsibilities under the
PPP Contract and the Land Lease Agreement; and
(12) Contracting Government party will provide the aviation refueling system (fuel
storage tanks, piping and refueling equipment), HSR station, new TG MRO, CATC,
and ATCT 2. Private sector will collaborate and provide necessary accessed facilities
and have right to charge the central facilities as appropriate except for lease
payment.
2) Private sector responsibilities
Private sector will be responsible for the Design-Build-Finance-Operation-Maintenance:
(DBFOM) of components within the Project area which includes:
(1) Private sector will use the RTN’s Master Plan for UIA as a guideline. Private sector
must review and amend the RTN’s Master Plan for UIA and may update or prepare
its own Master Plan for project development in accordance with the rules,
procedures and conditions agreed upon by the Selection Committee and the private
sector. However, the locations of Runway 2 and its associated taxiways which is to
be constructed by the RTN, and the designated areas for new TG MRO, CATC and
the central utilities shall be fixed as per the RTN’s Master Plan;
(2) Private sector will responsible for the development, operations and maintenance
of aprons for PTB, Cargo, taxiways linked between Runway 1 and Runway 2 and the
components as aforementioned in Project scope section 2.2 3), 2.2 4), 2.2 5), 2.2 6)
(2), and 2.2 8);
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(3) Private sector must design and construct enhancements and relevant equipment as
stated in Project scope section 2.2 7)
(4) Private sector will be responsible for the operations and maintenance of the
following public sector assets within the Project Area as designated by the Public
sector as follows:
i. Existing Runway 1 and its associated taxiways which will be jointly used by the
RTN and the private sector under the agreed upon terms and conditions
between both parties
ii. Runway 2 and associated taxiways, additional taxiways associated with
Runway 1, and taxiways associated with aprons which will be newly designed
and constructed
iii. Associated apron(s) for TG MRO and others; and
iv. Airport electric system, visual aids, and other systems associated with runway
taxiways and aprons.
(5) Private sector must be responsible for securing funding required for the Project;
(6) Private sector must share the benefits with the public sector including but not
limited to land lease payments, PPP rights fee (if any) and share of benefit from the
operations of the Project as proposed by the private sector;
(7) Private sector will transfer ownership of assets developed and acquired by it to the
public sector as per the terms and conditions set out in the PPP Contract
(8) Other relevant services: Private sector must provide other services which at least
include ground service equipment, aeronautical facilities, airport maintenance,
and fire & rescue
Private sector must give right to new TG MRO as one of the operator of Line
Maintenance under the terms and conditions set out by Private sector;
(9) Private sector will collaborate and provide necessary accessed facilities as set out in
section 2.3 1) (12), and have right to charge the central facilities as appropriated
except lease payment
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(10) Private sector will provide main accessed road within the Project’s Area in
connection to section 2.3 1) (13), and other necessary utilities within the Project’s
Area
(11) Private sector will transfer knowledge and technology used in developing,
managing, and operating a world class airport to RTN, government entities, and
personnel of public and private sector in Thailand to ensure the successful operation
of the Project;
(12) Private sector will be responsible for the affected entities from the implementation
of the Project for the period after the Project operation date; and
(13) Private sector will be also responsible for other duties stated in the PPP Contract
and the Land Lease Agreement
2.4 Project Term
The Project Term is detailed as follows:
1) Related government entities will deliver and perform their duties and responsibilities as
per their proposed plan and timeline.
2) The PPP concession period will be 50 (fifty) years commencing from the Effective Date of
the Project. Time period for relevant activities are detailed as follows:
(1) Operations and maintenance period for Runway 1 and its associated taxiways will
commence as per terms and conditions under the Joint Use Agreement to be entered
into between RTN and private sector.
(2) Operations and maintenance period for Runway 2 and its associated taxiways will
commence on the date that the public sector delivers the possession of Runway 2 and
its associated taxiways which are designed and built by the public sector to the private
sector.
(3) Operating period of the Key Development Activities will be divided into several phases
as per below:
i. Phase 1:
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a. Design and construction of the Key Development Activities for the Phase 1 shall
be within 3 (Three) years commencing from the date that RTN issues the notice
to the private sector allowing the private sector to start the construction within
the Project Area.
Before the issuing of the aforesaid notice by RTN, private sector may request
to get access to the Project Area in order to survey, design, perform the site
analysis, and other required activities in order to pre-arrange and to prepare
for the construction in advance, subject to RTN’s approval.
b. Operations and maintenance of the Key Development Activities for the first
phase shall not exceed 47 (Forty-seven) years starting from the date stated in
the letter for commencement of the operations and maintenance.
ii. Subsequence phase(s):
Private sector shall submit its Master Plan for the development of the Project
which indicate the development plan for the Key Development Activities for all of
the subsequence phase(s) until the Project would be developed to serve
passengers up to 60 MAP as per the agreed-upon rules, methodologies and
conditions between the Selection Committee and the private sector.
The aforesaid Master Plan should indicate maximum capacity of the Airport of
each phase together with the development time period required for each phase.
The trigger point for each phase shall be when the passenger movement reaches
80% of the maximum capacity of the previous phase.
2.5 Ownership of Key Assets
1) Assets that were designed and constructed by the public sector: The following assets that
were designed and constructed by the public sector will be under the ownership of the
public sector at all times.
(1) Runways and associated taxiways and related systems;
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(2) ATCT 2, its operating tower, supporting tower, and relevant systems and equipment;
(3) Aprons for PTB, Cargo and MRO; and
(4) Enhancements and central utilities.
2) Assets that were constructed by the private sector: The ownership of the following assets
which were constructed by the private sector will be transferred to the public sector upon
completion of construction (Build-Transfer-Operate :BTO):
(1) Internal road networks within the Project Area;
(2) Additional taxiways associated with Runway 1, and relevant facilities;
(3) Taxiways associated with aprons, and relevant facilities; and
(4) Aprons.
3) Assets that were constructed by the private sector (except assets listed in the items 2.5
2) above: The ownership of the assets that were constructed by the private sector (except
the assets listed in the items (2) above) will be transferred to the public sector at the end
of the PPP period (Build - Operate - Transfer: BOT)
4) The ownership of PTB 3 and GTC will be instructed either as BTO or BOT. RTN and EECO
will inform the final decision during the Q&A session or on the site visit day.
2.6 Details of the Project’s benefit sharing between public sector and private sector:
1) Revenue and expenses of the public sector
(1) Revenue of the public sector
i. RTN will receive the benefit from granting right to use the Runway 1 and its
associated taxiways from the private sector. RTN may also receive other
benefit from granting rights under the PPP Scope to the private sector (if any)
ii. The public sector is to receive land lease payments and enhancements.
iii. The public sector is to receive revenue sharing from the Project.
(2) Expense of the public sector
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i. Capital investment for Runway 2 and related taxiways construction, taxiways
associated with Runway 1, airport electricity system, visibility aids and other
system related to runways, taxiways and TG MRO apron.
ii. Capital investment in air traffic control tower, support facilities and related
system and equipment, and investment in central utilities production
necessary for Aerotropolis promotional area.
2) Revenue and expense of private sector
(1) Revenue of private sector
i. Private sector receives revenue from the Project returns.
(2) Expense of private sector
i. Capital investment and operating expense of the Project under duties and
responsibilities of private sector
ii. Runway 1 utilization and related taxiways
iii. Revenue share to Public sector
iv. PPP commission fee to public sector (if any)
2.7 Supportive Measures for the Project
1) Financial Measures such as investment and operational supportive measures to be
provided by the public sector to relieve early stage financing responsibilities of the private
sector as follows:
(1) Construction of the additional taxiways associated to Runway 1
(2) Construction of the Runway 2 and its associated taxiways
(3) Construction of the new Apron for the TG MRO
(4) Construction of the airport electrical power system, visibility aids and other system
related to runways, taxiways and aircraft parking aprons
(5) Construction of the ATCT 2, its operating building, support buildings and related
systems and equipment
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(6) Procurement and arrangement for utilities system necessary for the Eastern Airport
City Area such as power supply, water supply, waste-water treatment and aviation
refueling
2) Other Measures
(1) Tax and non-tax privileges under Investment Promotion Act
(2) Privileges under Section 5 of the Special Eastern Special Development Zone of EEC Act.
(3) Other supportive measures as specified in the Request for Proposal (“RFP”)
documents
3. Qualification Requirements of the Tenderers
3.1 The Tenderer must have a status as following
1) Single juristic person;
OR
2) The consortium or the joint venture that has not registered as a new juristic person
For consideration of this Invitation To Tender, defined term “Tenderer” shall mean a
single juristic person as specified in section 3.1 1) or the consortium or the joint venture
that has not registered as a new juristic person in section 3.1 2)
3.2 The Tenderer must have aforementioned status and must has following qualification:
1) In case that the Tenderer is a single juristic person, the Tenderer must have at least 1
(One) Thai person or Thai juristic person holding more than 25% (twenty five percentage)
of its total shares and such Thai juristic person must have been registered as juristic
person for at least 3 years prior to the Submission Date; or
2) In case that the Tenderer is the consortium or the joint venture that has not
registered as a new juristic person, the Tenderer must have at least 1 (One) Thai
juristic person holding more than 25% (twenty five percentage) of its total shares and
experienced member specified in section 3.6 1) holding not less than 15% of the total
shares. Each other members of the Tenderer must hold the shares in the Tenderer at
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not less than 5% (five percentage) of its total share. Each member of the Tenderer
must have been registered as juristic person for at least 3 (Three) years prior to the
Submission Date. A member of the Tenderer consortium or joint venture that is not
a new juristic person will be jointly and severally liable in relation to the tender
process.
3) The Tenderer must have a proportionate shareholding between Thai person or juristic
person and foreign person or juristic person that comply with Thai Laws and Regulations
including but not limited to Thailand Air Navigation Act, B.E. 2497(1954) and Foreign
Business Act B.E. 2542 (1999).
3.3 The tenderer that has been selected to The Tenderer should be aware of the following criteria
which would disqualify it for investment in the state undertaking:
1) The Tenderer shall not be on the blacklist of any Thai Government agencies as formally
announced or shall not be affected by such order.
2) The Tenderer shall not be in contravention of the Act Concerning Offences Relating to the
Submission of Bids to Government Agencies, B.E.2542 (1999).
3) The Tenderer shall not be a jointly interested Tenderer with other Tenderers.
Where at least 2 Government agencies under the jurisdiction of the same foreign
Government are tendering separately for the Project, a self-certificate of independent
management is to be provided, affirmed and certified by the embassy or Government
agency of that country, confirming that the tender of each Government agency is neither
under the power or control of such foreign Government nor any one of such foreign
Government agencies. In this case, these Government agencies under the jurisdiction of
the same foreign Government tendering for the Project shall not be taken as having a
joint interest among them.
The definition of jointly interest for consideration are as follows:
“Jointly interested party” refers to juristic person who tender in the procurement of
government agency and have either direct or indirect interest in other business of another
natural person or juristic person business, who tender in the same Government
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procurement process. Having either direct or indirect interest, as previously mentioned,
is defined as natural person or juristic person being related to each other in the following
clause.
a. Management relationship: Manager, Partner, Managing Partner, Executive, or a
person who has authority to operate in any natural person or juristic person
business, has an authority or use an authority to manage another natural person
or juristic person business(es) who tender in the same Government procurement
process
b. Equity relationship: A shareholder of Ordinary Partnership or a General Partner of
Limited Partnership or a Major shareholder of Limited Company or Limited Public
Company, is a shareholder of another Ordinary Partnership(s) or Limited
Partnership(s) or a Major shareholder of Limited Company(ies) or Limited Public
Company(ies) who tender in the same Government procurement process
A major shareholder means a person holding more than 25% (twenty five)
percentage in the business
c. Overlapping interests between clause 1 and clause 2: Manager, Managing Partner,
Managing Director, executive or a person who has the authority to operate in the
business of another natural or juristic person, is a partner in ordinary partnership
or limited partnership; a major shareholder in another limited company or public
company that tender price or proposal in the same procurement of government
agencies or in reverse.
d. Spouse or minor children of a person in a, b and c being partner or holding equity
of aforementioned interest will be considered a person with a title, a partner or a
person who holds interest of such person’s business.
In case any person uses other person’s name to take position of manager,
managing partner, managing director, executive, partner or shareholder who have
absolute control or partner or ultimate shareholder of partnerships or limited
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company(ies) or public company(ies) limited, depends on the case, and related
partnerships or limited company or public company limited that tender price or
proposal in the same government procurement process considered that such
tenderers has relation based on a, b or c, depends on the case.
4) If the Tenderer fails to sign the Integrity Pact form which is must be submitted with its
tender, the Tenderer will be disqualified.
5) The Tenderer shall not possess any special privileges or immunities that prevent itself
from being sued in the Thai courts
3.4 Technical Qualifications
The Tenderer must submit technical qualification proposal as required in the RFP.
3.5 Financial Qualifications
1) Net Tangible Worth
(1) In case that the Tenderer is a single juristic person, the Tenderer must have a
consolidated Net Tangible Worth (calculated by the sum of total asset less intangible
asset and total debt) of at least 10,000,000,000 (Ten Billion) Thai Baht either in the
last completed financial year or averaged over the last three financial years before the
Submission Date (as evidenced by the audited financial accounts).
(2) In case that the Tenderer is the consortium or the joint venture that has not registered
as a new juristic person, the Tenderer must have the sum of the weighted Net Tangible
Worth of each consortium / joint venture member based on each respective
member’s interest or shareholding in the consortium / joint venture will be used to
calculate the Net Tangible Worth of the consortium (which must be in excess of
10,000,000,000 (Ten Billion) Thai Baht either in the last completed financial year or
averaged over the last three financial years start from submission date (as evidenced
by the audited financial accounts).
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Exchange rate (selling rate) as announced by the Bank of Thailand as of the date of
the financial statement of the tenderer and its member (s) should be used to convert
value in the foreign currency into Thai Baht
2) Financing capability for operation of the Project
(1) Debt financing
Tenderer must submit Letter of intent from Thai or foreign financial institution(s)
providing financing to the Tenderer.
(2) Equity financing
Tenderer must submit evidence that the Tenderer and/or its shareholder(s) getting
approval from the board of directors and/or shareholders of such equity support and
funding as required by law and evidence that Tenderer or its shareholders are able to
raise such capital.
3.6 Tenderer Experience
The Tenderer must have experience as the following:
1) Operations & Maintenance Experience:
Evidence of operating and maintaining at least one international1 airport for a period of
3 (Three) consecutive years in the last 10 (Ten) calendar years until submission date and
in the period of 3 (Three) years such an airport should have achieved an annual passenger
throughput of not less than 10 (Ten) MAP in any one year of operation.
2) Development & Construction Experience:
(1) Airport Project:
- the Tenderer must have experience in developed, financed or owned
OR
1 International airports as defined by ICAO.
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- Provided engineering, procurement and construction services for airport projects
with a total development value of at least 15,000,000,000 (Fifteen Billion) Thai Baht
until submission date and is in operation at the submission date;
AND
EITHER
(2) Real Estate Project:
Evidence of experience as the developer (i.e. developed, financed or owned, provided
engineering, procurement and construction services and operations) for a commercial
precinct or an industrial estate in a single site with a development value at least
3,000,000,000 (Three Billion) Thai Baht;
OR
(3) Infrastructure Project:
Evidence of experience as the developer (i.e. developed, financed or owned, provided
engineering, procurement and construction services and operations) in the execution
of at least two large scale infrastructure projects each with a development value of at
least 3,000,000,000 (Three Billion) Thai Baht.
“Large Infrastructure” refers to train, sky train, road, port and other similar large
utilities.
In case the Tenderer quote experience as specified in 3.6 (2) as operation of Joint
venture, the Tenderer/ Consortium members not registering for a New Juristic Person
must have minimum share of investment not less than 25 percent.
Tenderer may quote the technical experience of their respective Affiliates, as tenderer’s
experience required in 3.6. The Tenderer must evidence its association with Affiliate’s
project, in which it must be the same type of project tendered.
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For consideration of technical capacity of the Tenderer as specified in 3.6, the definition
are as follows:
“Affiliate” means, in relation to the Tenderer / consortium member, a person who
controls, is controlled by, or is under the common control of such Tenderer / consortium
member or joint venture member.
“Control” means, relationship in the form which have significant influence over policy,
management and operation of juristic person, regardless the cause of influence, which
may arise from holding a position as shareholder or received power from contract or in
any other case, especially in the following case:
i. The ownership of more than 50% of the voting shares of such person.
ii. Having a direct or indirect authority to control majority of the board meeting of
any juristic person.
iii. Having a direct or indirect authority to setup or cancel more than half of the
board member
Tenderer shall be able to provide basic documents to support experience in the case
that Selection committee and/or RTN and/or EECO requests for additional documents.
3.7 Tenderer guarantee for information
The Tenderer must not be a party involved in high-value litigation which would adversely
impact the risk of unsuccessful project implementation. Should the Tenderer be a party to
any litigious action in any court of law (or the recipient of an adverse ruling for which the
settlement is yet to be paid) the Tenderer must disclose details of the litigation when
submitting its response to the Request for Proposal.
4. Tender Preparation
The Tenderer shall prepare and submit the proposal in 1(one) unsealed envelope and 4 (four)
separately sealed envelopes as follows:
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4.1 The Tenderer shall submit following documents in unsealed envelope:
1) RFP purchase evidence (In the case that tenderer is a consortium or joint venture, all
member must submit RFP purchase evidence);
2) The Tenderer shall not possess any special privileges or immunities that prevent itself
from being sued in the Thai courts;
3) Tender Security;
4) Evaluation Fee;
5) Signed Integrity Pact indicating the Tenderer’s acceptance of and compliance with the
Integrity Pact guidelines. The tenderer shall not have any claims against or take any action
to the Selection Committee, RTN, EECO and government agencies regarding compliance
with the Integrity Pact guidelines.
The Selection Committee will not evaluate any tenders in which the Tenderer has failed
to sign the Integrity Pact form;
6) Resolution to submit tender from Shareholders and/or Board of Directors and/or related
authorized person; and
7) In the case that Tenderer sends a representative to submit the tender, The Power of
Attorney shall be signed by the authorized person(s) and duly affixed with the company’s
seal (if required) authorizing the attorney of the Tenderer, together with copies of the
certified ID cards or passports of both the authorized person(s) and the attorney.
The language used under this unsealed envelope must be in Thai. Tenderer must apply all
documents in Thai standard form as provided in the Appendices of the RFP. The original
document issued by foreign Government entities must be translated to Thai.
4.2 The Tenderer shall submit following documents in 4 (four) separately sealed envelopes:
1) Envelope 1 – Qualification of the Tenderer
Items to be submitted within this Envelope include (but are not limited to):
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(1) General Qualification
i. General information and legal status of tenderer as attached in RFP as well as
submitting certificate of juristic person and Memorandum of Association;
ii. the Tenderer must submit guarantee and disclose details of the litigation which
would adversely impact its financial statements and the risk of unsuccessful
project implementation according to the form in RFP; and
iii. In the case that tenderer is a consortium or joint venture, all members must
submit evidence or contract regarding the Joint Venture/Consortium Not
Registering to a New Juristic Person according to the form in RFP.
(2) Financial Qualification
i. Evidence of Financial Capacity, including audited financial statements (for the
past 3 (three) years) including 3 (three) years latest balance sheet; and
(3) Technical and Experience Qualification
i. Certificate from Shareholders and/or Board of Directors and/or related
authorized person, regarding the experience of tenderer as stated on 3.6
And/or; and
ii. Evidence supporting experience of tenderer such as employment contract,
invoice, operation standard certificate of quoted project
2) Envelope 2 – Technical and Business Plan Proposal
Items to be submitted within this Envelope include (but are not limited to):
(1) Technical Proposal
i. Master planning documentation;
ii. The conceptual design for the passenger terminal;
iii. A project execution plan;
iv. An operations and maintenance plan;
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(2) Business Plan Proposal
i. Evidence of the robustness of project financing;
ii. The Tenderer’s commercial strategy;
iii. The credentials of the Tenderer and its key personnel, organization chart; and
iv. Knowledge and Technology Transfer plan
3) Envelope 3 – Price Proposal
Items to be submitted within this Envelope include (but are not limited to):
(1) A Financial Model
(2) Proposed revenue sharing to government including percentage share of revenue
(minimum rate of 5%) and specified minimum payment annually.
4) Envelope 4 – Other Proposal
This envelope is not a mandatory envelope.
5. Summary of Evaluation Criteria and Procedures
Tenderer who completely submit documents specified on 4.1 1) to 4.1 7) will be evaluated
base on the following criteria:
5.1. Evaluation of Envelope 1: Qualification of the Tenderer
Evaluation of Envelope 1, as stated on section 4.2 1), shall focus on the accuracy and
completeness of the documents submitted based on a pass/fail scheme. The Tenderers
who are qualified for Envelope 1 evaluation shall be further evaluated for Envelope 2 (Two)
as specified in Section 5.2 below.
5.2. Evaluation of Envelope 2: Technical Proposal (Technical and Business plan)
Evaluation of Envelope 2, as stated on section 4.2 2), shall be conducted based on scoring
by each sub-component, and must achieve at least a minimum passing score of 75%. The
overall passing score is 80% for the Tenderer to be qualified in this stage. The Tenderers
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must submit all sub-components as stated on section 4.2 2). Failing to submit any sections
therein shall result in disqualification of the Tenderer.
Technical evaluation will consider technical proposal which are separated into 2 sections:
1) Technical Evaluation
(1) Master planning (12.5%)
(2) PTB 3 conceptual design (12.5%)
(3) Project execution plan (12.5%)
(4) Operations and maintenance plan (12.5%)
2) Business Plan Evaluation
(1) Robustness of financial plan (12.5%)
(2) Commercial strategy (15%)
(3) Credentials of Tenderer and its key personnel (10%)
(4) Knowledge and Technology Transfer plan (12.5%)
The Tenderers who are qualified for Envelope 2 evaluation shall be further evaluated
for Envelope 3 as specified in section 5.3 below.
5.3 Evaluation of Envelope 3: Price Proposal
The price evaluation is to be assessed based on Net Present Value (“NPV”) of the revenue
proposed by the Tenderer to be shared with the Government (after factoring out
Government subsidies) which shall not be lower than 42,725,000,000 (Forty Two Billion
Seven Hundred and Twenty Five Million) Thai Baht (WACC 3.76%, 48-year government
bond yield as of 11 November B.E. 2561) and Tenderer must submit Financial Model which
demonstrates annual revenue throughout the Project period for consideration. The
Tenderer who proposes the best NPV shall qualify for Envelope 3 Price Proposal and shall
enter into a negotiation process.
5.4 The selected bidder from Envelope 3 whose agreement has been reached after
negotiation, shall be considered the Successful Tenderer.
5.5 Evaluation of Envelope 4: Other Proposals in Enhancing Project Efficiency
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5.6 Successful Tenderer shall set up Special Purpose Vehicle (SPV) as stated on Section 16
6. Date, Time and Place for the RFP Purchase
The Request for Proposal shall be available for purchase from Friday, 16th November, B.E.
2561 (2018) to Thursday 29 November B.E. 2561 (2018), B.E. 2561 (2018), 09:00 – 12:00 hrs.
and 13:00 – 15:00 hrs., at the Royal Thai Naval Institute Library (4th floor), the Royal Thai
Navy Base Thanon Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok.
In addition, additional information and inquiry regarding RFP can be request via following
telephone numbers, 02-875-4847 and 02-465-7838, as well as following email, utp-
ppp@navy.mi.th
7. Procedures for the Submission of RFP-related Comments, Suggestions or Questions and RFP
Clarifications
7.1 The public sector shall arrange for 2 (two) Q&A session on 30 November, B.E. 2561 (2018),
at 09:00 hrs. and 8 February, B.E. 2562 (2019), at 09:00 hrs, at the Royal Thai Navy Base,
Thanon Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok, to address any
questions, comments, suggestions or clarifications from the Tenderers.
7.2 The public sector shall arrange for an airport site visit for Tenderers on 1 December, B.E.
2561 (2018).
7.3 The public sector shall allow for RFP-related comments, suggestions or questions to be
submitted between 16 November, B.E. 2561 (2018) to 4 February, B.E. 2562 (2019) during
the RTN’s official working hours, at the Meeting Room, the Royal Thai Navy Base, Thanon
Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok, through registered mail, in
person or by an authorized person. However Envelope purchaser may submit feedback
comment or question via email to utp-ppp@navy.mi.th.
7.4 The above activities, as stated in section 7.1 and 7.2, are optional and Tenderer will not be
disqualified in the case that Tenderer is unavailable to participate. The Tenderer must read
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RFP carefully and understand all the terms and conditions. In any case, the Tenderer shall
be responsible for any mistakes or errors in the proposal.
7.5 The RFP clarifications shall be made in writing and sent to all the RFP purchasers from 16
November, B.E. 2561 (2018) to 8 February, B.E. 2562 (2019).
8. Procedures for Verification of Project-Related Information and Details
In addition to the information contained in the RFP, further information is available to
Tenderers between 3 December, B.E. 2561 (2018) to 31 January , B.E. 2562 (2019) during
the RTN’s official working hours, at the Meeting Room, the Royal Thai Navy Base, Thanon
Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok. The details on these
requirements of Procedures for Verification of Project-Related Information and Details will
be available in the RFP.
9. Date, Time and Place for Tender Submission and Tender Opening
9.1 The Tender Submission Date is scheduled to be on 28 February, B.E. 2562 (2019), from 9:00
hrs. (opening) to 15:00 hrs. (noon – closing), based on Thailand standard time as advised by
the Royal Thai Navy, at the Royal Thai Navy Base, Thanon Itsaraphap, Khwaeng Ban Chang
Lo, Bangkok Noi,Bangkok. The Government reserves the right to extend the tender period.
9.2 Opening of the Tenderers’ tenders will be held on 1 March, B.E. 2561 (2018), at 09:00 hrs,
at the RTN.
10. Request for Proposal Fee
10.1 The RTN shall sell the first set of the RFP at a fee of 1,000,000 (One Million) Thai Baht.
10.2 The Tenderers can purchase additional sets of RFP at a fee of 100,000 (One Hundred
Thousand) Thai Baht each. The fee shall be paid by cashier cheque payable to the “Royal
Thai Navy”. In any case, the Tenderers shall not request or claim refund of the fee from
the RTN. Tenderers will be required to submit proof of RFP purchase alongside their
tender.
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11. Tender Evaluation Fee
On the Tender Submission Date, each Tenderer shall pay an evaluation fee of 2,000,000 (Two
Million) Thai Baht, in which 1,000,000 (One Million) Thai Baht by cashier cheque payable to
the “Royal Thai Navy” and 1,000,000 (One Million) Thai Baht by cashier cheque payable to
the “EECO”. In any case, the Tenderers shall not request or claim refund of the fee from the
RTN and EECO.
12. Tender Security
The tender shall be accompanied by a tender security in the amount of 1,000,000,000 (One
Billion) Thai Baht.
The public sector will return the tender security to the unsuccessful Tenderers within 15
(Fifteen) days from the date the Policy Committee has approved of the selection results or
after 120 (One Hundred and Twenty) days from the date the Selection Committee has
resolved to select the Successful Tenderer, whichever happens first. The tender security of
the Successful Tenderer will be returned when the Tenderer has signed the PPP Contract
and furnished the performance security as required under the PPP Contract.
The tender security may be forfeited in the following cases:
12.1. If the Tenderer withdraws its tender during the period of tender validity;
OR
12.2. In the case a successful tenderer is appointed and does not fulfill the following:
1) sign the PPP Contract;
OR
2) Submit the required performance security as specified under the PPP Contract.
13. The PPP Contract Signing Fee
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On the PPP Contract signing date, the Successful Tenderer shall pay the signing fee in the
amount of 100,000,000 (One Hundred Million) Thai Baht, by cashier cheque. This Signing Fee
is payable to “Royal Thai Navy” 50,000,000 (Fifty Million) Thai Baht and to “EECO”
50,000,000 (Fifty Million) Thai Baht. In any case, the Tenderers shall not request or claim
refund of the fee from the RTN and EECO.
14. Performance Security and Letter of Guarantee
14.1. Performance Security
On the PPP Contract signing date, the Successful Tenderer shall provide to the public sector
a performance security in the amount of 4,500,000,000 (Four Billion Five Hundred Million)
Thai Baht as a guarantee for its performance under the PPP Contract, which includes the
private sector’s obligations for the development of the Project. Private sector may request
government to adjust value of Performance Security down with following requirements.
1) When Passenger Terminal Building 3 reaches capacity of 20 MAP, the public sector may
consider to decrease value of performance security from 4,500,000,000 (Four Billion Five
Hundred Million) Thai Baht to 3,000,000,000 (Three Billion) Thai Baht.
2) When Passenger Terminal Building 3 reaches capacity of 40 MAP, the public sector may
consider to decrease value of performance security from 3,000,000,000 (Three Billion)
Thai Baht to 2,000,000,000 (Two Billion) Thai Baht and such performance security shall
be valid until the end of the Project Term.
In the event that the public sector makes any claim under the Performance Security, the
private sector shall replenish the Performance Security to the same amount stipulated
under this clause within a reasonable time from the date the claim is raised by the public
sector.
Performance Security shall be returned when the private sector is relieved from its
obligations under the PPP Contract. In any case, the performance security shall be returned
without interest.
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14.2. Letter of Guarantee
1) On the PPP Contract signing date; the private sector shall furnish to the public sector all
the letters of guarantee issued by its shareholders, to guarantee for the damages that
may be incurred by the SPV (the “SPV”) (as specified below in section 16) if it fails to
comply with the PPP Contract. It shall be stated, in each letter of guarantee, that the
shareholder issuing such letter of guarantee shall be jointly and severally liable for the
undertaking of the PPP Contract with other shareholders who issue separate letters of
guarantee (on the condition that the amount liable shall not exceed the maximum
guaranteed amount specified under such letter of guarantee). Total value of the
maximum guaranteed amounts of all the letters of guarantee combined shall be
equivalent to the total investment cost of the Project specified in the Tenderer’s
Proposal.
These letters of guarantee shall be valid from the date the PPP Contract is signed until
the end of the Project Term, and when the PPP Co has completely performed and been
relieved from all the obligations prescribed under the PPP Contract, except the case that
the SPV raised fund in the capital market based on the securities and exchange law or
the foreign laws, including listing on stock exchange in Thailand or foreign country, fund
raising through Infrastructure Fund or Infrastructure Trust, excluding the case when
fund raising is made through Real Estate Investment Trust (REIT)
2) In case of changes in the SPV’s shareholders or shareholding proportions prescribed
under the PPP Contract, if the letters of guarantee need to be modified to make them
compliant with such changes as set out in section 14.2 1); the contractual party shall
agree to such modifications of the letters of guarantee, based on the condition that,
after such modifications, the total value of the maximum guaranteed amounts
combined for all the letters of guarantee shall be equivalent to the total investment cost
of the Project specified under the Tenderer’s Proposal.
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15. Disclaimers
15.1 Order of precedence
Any inconsistency or incompatibility between or among the provisions of the RFP and ITT
shall be resolved by giving precedence in the following order:
1) the Request for Proposal (RFP); and
2) the Invitation to Tender (ITT).
In the event of an inconsistency or incompatibility between the RFP and the ITT, the RFP
shall prevail.
15.2 Reserved Rights to Cancel the Tender Process
The Selection Committee reserves the right, at its absolute discretion, to cancel the ITT, the
tender process or not to be bound to accept and/or negotiate with the Qualified Tenderer
and/or the Tenderer with the highest proposed compensation, including the cases when
the Cabinet or the Policy Committee disapprove of the results of the tender, negotiation or
the draft PPP Contract of the Project; or in the event when the Qualified Tenderer fails to
comply with the applicable laws of Thailand by means of such cancellation. In any case, the
Tenderers shall not claim any fees, expenses or damages incurred thereby from the Thai
Government, the Ministry of Defense, the Selection Committee, the RTN, EECO and any
relevant authorities.
In the case that Cabinet or the Policy Committee does not agree with the tender result due
to the Successful Bidder cannot comply with the Thai law or fail in negotiation process, the
Selection Committee, RTN or EECO reserves right to forfeit the result and consider the
second best proposal. In any case, the Tenderers shall not claim any fees, expenses or
damages incurred thereby from the Thai Government, Ministry of Transport, the Selection
Committee, the RTN, the Office and any relevant authorities.
15.3 Rights Reserved to Change the Tender Details
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The Selection Committee reserves the right to change, amend or add details of, as well as
shorten or extend, the tender period as specified in the RFP, including the case when
changes are required in compliance with the Resolutions of the Cabinet and/or the Policy
Committee, results of the tender evaluation and negotiation with the Successful Tenderer
and/or the PPP Contract and/or the Shareholder Agreement, observation of the Office of
the Attorney General, comments from the Policy Committee and the Cabinet.
Tenderers shall not claim any fees, expenses or damages incurred thereby from the Thai
Government, Ministry of Defense, the Selection Committee, the RTN, EECO and any
relevant authorities.
15.4 Reserved Rights to Amend the Details of the Invitation to Tender
This ITT is intended to serve as indicative information for those interested to tender for the
Project only. The Selection Committee reserves the right to define differently the details in
the RFP from what is stipulated herein.
15.5 Reserved Rights to enquire further information from the Tenderer
The Selection Committee reserves its right to enquire further information from the
Tenderer for the clarity of the proposed Proposal by the Tenderer. Such enquiries shall not
effect or change the information and proposed Proposal by the Tenderer.
15.6 Reserved Rights to not evaluate or cancel the Proposal proposed by the Tenderer who
engaged the advisor that involved in the preparation of the RFP as its advisors
The Selection Committee reserves its right to not evaluate or cancel the proposal of the
tenderer whose advisors engaged in the preparation of this ITT, RFP, and PPP Contract due
to the fact that advisors engaging in Selection Committee of RTN and EECO falls into default
and termination criteria under PPP Contract.
15.7 Reserved Rights of the proprietary and Intellectual Properties in any form The RFP,
proprietary of RFP, and document contained in the RFP
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The ownership and intellectual property of the RFP belongs to RTN. The RFP purchaser shall
not seek to benefit from the RFP document. The RFP purchaser must strictly maintain the
confidentiality of all information contained in the RFP.
16. Setting Up a Special Purpose Vehicle (SPV) and the Signing of the PPP Contract
16.1. Upon the Selection Committee’s consent on the result of the tender evaluation,
negotiation and on the PPP Contract, the Successful Tenderer(s) shall set up a new Special
Purpose Vehicle in Thailand (“SPV”), with its objectives to undertake obligations and
responsibilities of the private sector as listed in clause 2.3 (2) above .
16.2. The juristic person holding shares in the SPV shall only be the Successful Tenderer(s). The
shareholders of the SPV must comprise of at least 1 (one) Thai juristic member holding
share of the SPV for more than 25% of the total share of the SPV. The member who claims
experiences in the qualification of 3.6 (1) must also hold the share of the SPV for not less
than 15% of the total share of the SPV. Moreover, each shareholders of the SPV shall hold
the share of the SPV at not less than 5% each.
16.3. The designated government entity will entered into the PPP Contract with the SPV within
30 (thirty) days after the Selection Committee’s consent on the result of the tender
evaluation, negotiation and on the on PPP Contract.
The SPV must bear all the associated costs incurred for the signing of the PPP Contract
(i.e. stamps and duties).
16.4. On the Signing Date of the PPP Contract, the SPV’s registered and paid-up capital shall be
at not less than 4,500,000,000 (Four Billion Five Hundred Million) Thai Baht. On the
operations and maintenance Date as indicated in section 2.4 2) (3) i b of Key Development
Activities for Phase 1, the SPV’s registered and paid-up capital shall be at not less than
9,000,000,000 (Nine Billion) Thai Baht
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The SPV must comply with Thai Laws and Regulations including The Air Navigation Act 1954
and Foreign Business Act 1999.
Announced on 12th November, B.E. 2561 (2018)
Adm. Luechai Ruddit
( Luechai Ruddit )
Commander-in-Chief of the Royal Thai Navy
Chairman of the Selection Committee for U-Tapao International Airport Project
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