request for proposal for terminal 1 car rental … · 2018-03-08 · mumbai - 400 099, india....

Request for Proposal - Terminal 1 Car Rental Concession

Strictly Confidential

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REQUEST FOR PROPOSAL FOR

TERMINAL 1 CAR RENTAL CONCESSION

Issued by

Mumbai International Airport Private Limited

Date of issue: March 07, 2018



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TABLE OF CONTENTS

SECTION I : INTRODUCTION TO BIDDERS ........................................................................................ 3

SECTION II : DEFINITIONS AND USAGE ............................................................................................. 6

SECTION III : ELIGIBILITY CRITERIA AND NATURE OF BIDDER.............................................. 9

SECTION IV : RFP PROCESS ................................................................................................................. 12

SECTION V : BID EVALUATION ........................................................................................................... 29

ANNEXURE 1 : DETAILS AND KEY TERMS OF THE CONCESSION ........................................... 32

ANNEXURE 2 : BID CERTIFICATE ...................................................................................................... 35

ANNEXURE 3 : PART A - GENERAL BID DOCUMENTS .................................................................. 41

ANNEXURE 4 : PART B - FINANCIAL BID .......................................................................................... 43

ANNEXURE 5 : FORMS OF AGREEMENTS ........................................................................................ 44

ANNEXURE 6 : FORMAT FOR CLARIFICATIONS ........................................................................... 45

ANNEXURE 7 : PREVAILING IT SERVICE CHARGES/DEPOSIT .................................................. 46

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SECTION I : INTRODUCTION TO BIDDERS

1.1 INTRODUCTION

Mumbai International Airport Private Limited (“MIAL”) is the company that is

operating, managing and developing the Chhatrapati Shivaji International Airport,

Mumbai (the “Airport” or “CSIA”) pursuant to the Operation, Management and

Development Agreement dated April 4, 2006 (“OMDA”) entered into between

Airports Authority of India (“AAI”) and MIAL.

Under the OMDA, MIAL has the exclusive right and authority, inter alia, to

operate, manage and develop and to provide aeronautical and non-aeronautical

services at CSIA for a term of 30 years from May 3, 2006, with an option (subject

to the provisions of the OMDA) to extend the term for an additional period of 30

years.

MIAL intends to grant a non-exclusive right to design, fit-out, finance, develop,

operate, maintain and manage the CAR RENTAL OUTLET (“CAR RENTAL

OUTLET”), the category, scope and terms of which are more particularly

described in Annexure 1 hereof (the “Concession”), to a Bidder who is chosen to

be successful (the “Successful Bidder”), pursuant to this Request for Proposal

document (“RFP”) to undertake the Concession.

Parties are advised to refer to the forms of Agreements issued by MIAL in

Annexure 5, for a better understanding of the Concession and their obligations in

relation thereto.

The area and other details of the CAR RENTAL OUTLET as set forth in

Annexure 1 are subject to final measurement and may change due to

developmental / operational reasons.

1.2 SCHEDULE

The following schedule shall be followed for the RFP process:

RFP Date March 07, 2018

Last date for seeking clarifications in relation

to the RFP, including the form of Agreements

and all annexures (refer Section 4.3(i))

March 12, 2018

Responses to clarifications by MIAL

(refer Section 4.3) March 14, 2018

Last date and time for submission of Bids 5:30PM IST on

March 17, 2018

MIAL reserves the right to change the above schedule at its sole discretion. Any

such changes will be intimated to the Bidders at their contact email address

through which this RFP is sent.



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Important Note to the Bidders for site visit:

For a visit of the CAR RENTAL OUTLET site, Bidders may contact the person

set forth in Section 1.3 at the email address specified therein. MIAL may permit

site visit at its sole discretion. Each Bidder may send a maximum of 4

representatives to the site visit. The date and timing of the site visit shall be as

specified by MIAL. However, no site visit shall be permitted after the last date for

seeking clarifications as specified Section 1.2. MIAL shall extend reasonable

assistance and cooperation in conducting the site visit to the Bidders. Bidder

should note that the site visit may be subject to the issue of entry permits by

BCAS.

MIAL shall be under no obligation to answer any questions or requests for

clarification raised by Bidders’ representatives during such site visit and takes no

responsibility for any misunderstanding or misrepresentation that Bidders may

have concerning the Concession or information given by any of its officers or

agents during or pursuant to such site visit. Bidders are requested to formally

submit any questions or clarification arising pursuant to such site visit, by way of

a request for clarification by the last date specified in Section 1.2 above. All site

visits shall be at the sole cost, risk and expense of the Bidders.

1.3 CONTACT DETAILS

The following is the address and contact details for submission of Bids (by courier

or registered post or hand delivery) in accordance with this RFP.

Assistant Vice President - Finance,

Mumbai International Airport Private Limited,

Chhatrapati Shivaji International Airport,

Near Terminal 1B Arrivals, Santacruz (East),

Mumbai - 400 099, India.

Bidders may seek clarifications in relation to this RFP by sending an email to:

[email protected]

For all email communications related to this RFP, please mention “Request for

Proposal for Terminal 1 Car Rental Concession” in the subject line of the

email.

1.4 MODE OF PAYMENT

Notwithstanding anything contained herein, all payments to MIAL on any account

whatsoever have to be made either by way of demand draft drawn on a scheduled

commercial bank in favour of “Mumbai International Airport Private Limited”

payable at par at Mumbai or by way of direct transfer into current account of

MIAL as per details stated below:

mailto:[email protected]



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Name of Company Mumbai International Airport Private Limited

Name of the Bank Axis Bank Limited

Address of the Bank Barakhamba Road Branch,

Statesman House,

148, Barakhamba Road, New Delhi-110 001

Account No. 007010200040789

Name of the Account MIAL Escrow Account- Receivables Account

IFSC Code of the branch UTIB0000007

Bidders shall forthwith provide MIAL with the proof of any payment made by

way of direct transfer.

1.5 AWARD OF CONCESSION

(i) MIAL shall award the Concession, subject to the terms and conditions of

the RFP and the Agreements, including without limitation, the terms of

counter offer.

(ii) The Concession shall be awarded to the Bidder with the highest marks.

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SECTION II : DEFINITIONS AND USAGE

2.1 The following expressions in the RFP shall have the meanings set forth below.

Other terms are defined in the context in which they appear in this RFP.

“AAI” is defined in Section 1.1.

“Affiliate” with respect to any person or entity means, including without

limitation, subsidiary companies, holding companies and subsidiaries of the

holding companies, of an entity and any other entity directly or indirectly who has

had and/or is having business relationship with MIAL which is related to the

Concessionaire.

“Agreements” means all agreements and documents (including any guarantees

and undertakings) to be executed by the Successful Bidder, Concessionaire and

MIAL, in relation to the award of the Concession, including without limitation,

the Concession Agreement, Licence Agreement and other agreements pursuant to

RFP. The Agreements shall be executed in accordance with the forms issued by

MIAL in Annexure 5.

“Airport” or “CSIA” is defined in Section 1.1.

“Applicable Laws” means all laws in force and effect from time to time,

including without limitation, all statutes, rules, regulations, notifications, circulars,

guidelines, policies and judgments, decrees, injunctions, writs and orders of any

court, tribunal or quasi-judicial body and instructions, decisions and directions

(including the terms and requirements of any approvals, licences or consents) of

any governmental, administrative, regulatory or statutory body or authority

(whether central, state, municipal or local), rules of any recognised stock

exchange; all as amended, replaced, enacted, restated or interpreted from time to

time in India or any other relevant and applicable jurisdiction.

“Bid(s)” means the binding offer submitted by a Bidder pursuant to the RFP and

shall include acceptance of any counter offer by MIAL. Bid shall also include the

documents as specified in Section 4.6.

“Bid Security” is defined in Section 4.5.

“Bid Validity Period” means the period for which the Bids are required to be

kept valid, as set forth in Section 4.4.

“Bidder” means a party to whom the RFP has been issued.

“Commencement Date” shall mean Fit-out Completion Date or the date of actual

commencement of operations at the Car Rental Oulet, whichever is earlier.

“Concession” is defined in Section 1.1.

“Concession Agreement” means the agreement executed between MIAL and the

Concessionaire for grant of the Concession.



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“Concessionaire” means (i) the Successful Bidder; or (ii) a special purpose

vehicle company formed by the Successful Bidder, if mutually agreed between

MIAL and the Successful Bidder, with which the Concession Agreement is

executed.

“Control” means the ability to control the management and policies of a person or

entity, whether through direct or indirect ownership of voting securities, the power

to appoint a majority of the members of the board of directors or equivalent

governing body of such entity, by contract or otherwise.

“Discounting Factor” means factors given in Annexure 4.

“Financial Bid” means the part of the Bid containing binding financial offer of

the Bidder for undertaking Concession at the Airport in accordance with

Section 5.2.

“Fit-out Completion Date” shall mean 30 (thirty) days from the date of

acceptance of Letter of Award or the actual date of completion of Fit-outs at the

Car Rental Outlet, whichever is earlier.

“Handover Date” means the date that is 10 (ten) days from the date of Letter of

Award.

“Gross Revenue” means the annual gross revenue arising from the Concession

(as evidenced by audited financial statements / revenue statements to be submitted

by the Concessionaire in the manner specified by MIAL), including without

limitation, the overall gross revenue accrued to the Concessionaire (without regard

to any costs, expenses, losses, setoffs, adjustments or any other outgoings) and

revenues from any other sources, in each case, whether arising directly or

indirectly, in India or abroad, whether accruing to the Concessionaire or its

Affiliates or any other person arising in connection with, or related to the

Concession. It is clarified that Gross Revenue shall not include: (i) taxes collected

on invoice and (ii) discounts given with written approval of MIAL.

“Letter of Award” means the written communication by MIAL to the selected

Bidder intimating the acceptance of its Bid and declaring such Bidder as the

Successful Bidder.

“Minimum Annual Guarantee” or “MAG” means the minimum annual

guaranteed amount for the respective year to be quoted as part of the Financial Bid

in Annexure 4, and as finally agreed with MIAL.

“Minimum Monthly Guarantee” or “MMG” means the minimum monthly

guaranteed amount that is arrived at by dividing the MAG for the respective year

by the number of months falling in such year for the purpose of determining the

Concession Fee, which shall in no event be less than the floor minimum monthly

guaranteed amount as set forth in the Financial Bid, all as set forth in Annexure 4.

“OMDA” is defined in Section 1.1 and is available on the URL

http://www.aai.aero/righttoinformation/Right_info_Agreement.jsp.

http://www.aai.aero/righttoinformation/Right_info_Agreement.jsp



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“Car Rental Outlet” is defined in Section 1.1.

“Request for Proposal” or “RFP” means this Request for Proposal, comprising

of the following, all as amended from time to time in accordance with the

provisions hereof: (i) this RFP document, including all annexures, exhibits,

attachments and form of Agreements issued pursuant hereto; and (ii) written

responses, amendments and clarifications issued by MIAL, from time to time.

“Revenue Share” is the amount obtained by multiplying the Revenue Share

Percentage into the Gross Revenue.

“Revenue Share Percentage” is the percentage to be quoted as part of the

Financial Bid in Annexure 4, and as finally agreed with MIAL, which shall in no

event be less than the minimum revenue share percentage set forth in the Financial

Bid in Annexure 4.

“Successful Bidder” is defined in Section 1.1.

“Terminal 1” or “T1” means the domestic passenger terminal at CSIA Airport for

which the Concession shall be undertaken.

2.2 In this RFP, unless the context otherwise requires: words importing singular

include the plural and vice versa; a reference to a law or a statutory provision

includes such law or provision as amended, modified, consolidated or re-enacted

from time to time; the words “include” and “including” are to be construed

without limitation; headings are for convenience of reference only and shall not

affect the construction or interpretation of the RFP; the words “herein”, “hereof”,

“hereunder” and other words of similar import refer to the RFP as a whole and not

to any particular section or other subdivision; annexures, exhibits, forms,

attachments, amendments and clarifications to the RFP form an integral part of the

RFP; a reference to an agreement, contract, deed, instrument or other document

shall include a reference to that agreement, contract, deed, instrument or

document, as amended, modified or supplemented from time to time; references to

sections, clauses, paragraphs, annexures, exhibits, forms or attachments, in the

RFP shall be deemed to be references to sections, clauses, paragraphs, annexures,

exhibits, forms or attachments, of or to this RFP. The RFP and the forms of

Agreements are to be harmoniously construed and read in conjunction and in the

event of any contradiction or inconsistency, the terms of the Agreements shall

prevail. It may be noted that the terms stated above are not exhaustive and there

may be other terms with similar connotation that need to be construed

accordingly.

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SECTION III : ELIGIBILITY CRITERIA AND NATURE OF BIDDER

3.1 TECHNICAL ELIGIBILITY CRITERIA

(i) The scope of Concession includes setting up a Car Rental Outlet in an area

of 9 sqm (4 sqm + 5sqm) at T1 Arrivals of CSIA.

(ii) The technical eligibility criteria to be met by the Bidders is described

herein:

(1) Bidder must have a valid license for setting up Car Rental Outlet

(2) Bidder must be compliant with RTO guidelines for operating a Car

Rental Outlet.

(3) Bidder must have their own fleet of at least 25 cars, comprising of

cars of all categories including sedans and SUVs/MUVs

3.2 FINANCIAL ELIGIBILITY CRITERIA

The bidders shall have an annual turnover of minimum Rs. 10 crores (Rupees ten

crores only) in the last financial year. The last financial year shall mean the year

ended on or after March 31, 2017.

The Bidders need to submit the proof of their meeting the aforementioned criteria

as per clause 3.1 (ii) and clause 3.2, all the details should be submitted separately

as part of Part A Bid Documents, defined in clause 4.6.

3.3 NATURE OF BIDDER

(i) A Bidder may be either a private or public limited company incorporated

in India or a partnership firm or limited liability partnership firm in India

or an individual / sole proprietor or a trust (“Indian Company”).

(ii) No other category of persons or entities may participate as Bidder in this

tendering process. It is also clarified that a company registered under

Section 25 of Companies Act, 1956 or under Section 8 of the Companies

Act, 2013 or a similar company shall not be allowed to participate in this

tendering process.

3.4 Other Terms

(i) Bidder has to provide car rental services through their own fleet and they

will not be allowed to engage services on any third party operator or

aggregator

(ii) No Bidder shall be an entity that has defaulted in making payments to

MIAL for its existing Concession. It is to be clarified that Bidder who has

defaulted in clearing the outstanding dues from the date it became due,

shall not be allowed to participate in the Bidding process.



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(iii) No Bidder shall be an entity that has an interest (whether by way of equity

or otherwise) in an Indian airport. For this purpose, an entity shall be

deemed to have an ‘interest’ in an Indian airport, if it is the operator,

developer, promoter or shareholder (excluding public shareholders or

institutional investors in case of listed companies) of such air carrier or

airport or an Affiliate of such operator, developer, promoter or shareholder

or has an interest in such airport, or if such airport has an interest in such

entity; in any manner as determined by MIAL, at its sole discretion. It is

clarified that this restriction shall not be applicable for the Affiliates of

MIAL.

(iv) No Bidder shall directly, or through an Affiliate, participate in or be

associated with more than one Bid.

(v) Notwithstanding anything to the contrary, MIAL reserves the right to

disqualify from participation in the competitive bidding process, any

Bidder if such Bidder, or any of the Affiliates of the aforesaid persons or

the promoters, directors, partners, beneficial owners or senior management

of the aforesaid persons or their Affiliates:

(a) has been disqualified from a tendering process by MIAL or its bid

was rejected by MIAL or a contract awarded to it is under dispute

for material breach or was terminated by MIAL for non-compliance;

or

(b) has withdrawn from the tendering process conducted by MIAL

subsequent to award of Concession; or

(c) is or has been either directly or indirectly involved in any frivolous

or vexatious litigation against MIAL; or

(d) has against it any pending criminal case or investigation; or

(e) has against it any investigation, enquiry or proceedings pending in

connection with any economic offence; or

(f) has any overdue amounts payable to MIAL or any other default; or

(g) has against it any litigation or proceedings before any court or

authority pending in relation to bankruptcy, insolvency, liquidation,

dissolution or winding-up; or is declared a sick company;

and if any of the above circumstance(s) is, in the sole opinion of MIAL, likely

to adversely affect the performance of the Concession by the Bidder. The

decision of MIAL in this regard shall be final and binding on all Bidders.

(vi) Bidder must submit a conforming Bid, in accordance with this RFP.

Contravention of any of the above conditions at any time may entail

disqualification of the Bidder from the bidding process without further notice. If



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such contravention occurs or is discovered after the Bidder has been awarded the

Concession, the award is liable to be cancelled.

(vii) It is clarified that, each Bidder shall be solely responsible for complying with

Applicable Laws for participation in the RFP and, if awarded, the performance of

the Concession.

(viii) The Concessionaire shall be responsible to obtain security clearance from

BCAS. It shall be the sole responsibility of the Concessionaire to ensure

that its constituents are eligible as per extant BCAS policy for security

clearance by BCAS.

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SECTION IV : RFP PROCESS

4.1 GENERAL TERMS OF THE RFP PROCESS

(i) Bidders may participate and submit Bids in accordance with this RFP.

(ii) No Bidder shall, directly or indirectly, or through an Affiliate, participate

in or be associated with more than one Bid. Multiple Bids in

contravention of the foregoing are liable to be rejected and the respective

Bidders are liable to be disqualified from the RFP process.

(iii) The Bidder shall submit the Bid as an irrevocable, binding offer to contract

with MIAL, in the manner specified in the RFP. Each Bid shall be valid

for the Bid Validity Period as specified in Section 4.4 and shall be

accompanied by a Bid Security as specified in Section 4.5.

(iv) The Bidder acknowledges and agrees that by submitting its Bid it shall be

deemed to have agreed to all the terms and conditions of the RFP

including the form of Agreements.

(v) By submitting a Bid, the Bidder further agrees that:

(1) it has read and clearly understood the RFP documents, including

without limitation, all enclosed annexures, exhibits, attachments,

form of Agreements issued by MIAL, and agrees to be bound by

the terms of the RFP;

(2) it is submitting its Bid in compliance with the terms and conditions

set out in the RFP, including without limitation, all enclosed

annexures, exhibits, attachments, form of Agreements issued by

MIAL; and

(3) in the event it is awarded the Concession, it shall, in accordance

with the RFP, execute the Agreements and provide the

Performance Security, Utility Deposit and other payments; all as

required under the RFP.

(vi) Notwithstanding anything to the contrary, MIAL reserves the right,

without assigning any reasons therefor, to reject any or all Bids and / or

cancel or discontinue the RFP process at any stage prior to the execution

by MIAL of the Agreements with the Concessionaire. In such case, MIAL

shall not incur any liability or obligation to any of the Bidders for the

preparation of the Bid, participation in the RFP process or otherwise, or for

any other financial implication.



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(vii) MIAL reserves the right to proceed with the RFP process and award of the

Concession, regardless of number of Bidders who participate in the RFP or

the number of Bids received. For the avoidance of doubt, it is clarified that

MIAL may, at its option, continue with the RFP process and award of the

Concession, even if only one Bidder submits a Bid.

(viii) MIAL, in its sole and absolute discretion, reserves the right to:

(1) negotiate any Bid submitted by any Bidder (including making

counter offers to such Bidder) in accordance with the terms and

conditions of this RFP;

(2) modify any terms of the Concession at the time of award in mutual

agreement with the Successful Bidder;

(3) require all Bidders to submit fresh Bids at any stage; and

(4) change the terms of the Concession at any time until the last date

for submission of the Bids, as set forth herein.

(ix) MIAL shall not entertain any kind of negotiations or deviations of the

terms and conditions hereof or of the Agreements, post submission of

Bids. Successful Bidder shall execute the Agreements which have been

circulated pursuant to this RFP and in the format as specified by MIAL.

(x) Intellectual property rights in relation to the material contained in the RFP

vest in MIAL. Without the prior written consent of MIAL, the RFP cannot

be used or copied in whole or in part or in any form or in any format other

than within the Bidder’s organisation solely for the purposes of submitting

a Bid hereunder.

(xi) All data and estimations contained in, or provided as part of this RFP are

as per data available with MIAL; however, MIAL makes no representation

as to the accuracy of such data. Bidders may conduct their own research

or due diligence to verify such data and derive their own estimates and

projections.

(xii) Bidders shall be solely responsible for making own assessments and

estimates for performance of the Concession, based on independent

examination. MIAL takes no responsibility for any assessments and

estimates made by the Bidders.

(xiii) The Bidder must obtain for itself, at its own expense, all information that

may be necessary for preparing a Bid. Bidders are required to make

themselves fully acquainted with all relevant information, and must

carefully examine all RFP documents and satisfy themselves as to the

tasks, risks, obligations and responsibilities to be undertaken under the

Agreements. Any error, incorrect information, negligence, or failure on

the part of the Bidder to obtain any and all reliable information or on any



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other matters affecting the Concession shall not relieve the Bidder from its

obligations under the RFP. After submission of a Bid, the Bidder shall not

be entitled to take any plea(s) or raise any issue(s) or question(s) of not

having any knowledge / information relating to any particular fact,

circumstance or condition relating to the Concession or this RFP.

(xiv) Each Bidder is advised that the relevant legal, regulatory, operational and

financial circumstances relevant to the Concession and the Airport may

change from time to time but such changes shall not relieve the

Concessionaire from its obligations under the Agreements. Neither MIAL,

nor its employees, directors, agents, advisors, consultants, contractors and

sub-contractors, will assume responsibility or liability for such changes,

nor shall they be under any obligation to advise the Bidders thereof.

(xv) Each Bidder shall bear all costs associated with the preparation and

submission of Bid and MIAL shall, in no case, be responsible or liable,

directly or indirectly, for any expenses, costs or losses, which may be

incurred by the Bidder in the preparation and submission of Bid, regardless

of the outcome of the RFP process.

(xvi) By submitting a Bid in response to the RFP, the Bidders agree that any

action taken by MIAL in connection with the Concession, whether

pursuant to the RFP or otherwise, shall not give rise to any claims, rights,

obligations or expectations in connection with the Bid.

(xvii) The Bidder acknowledges and agrees that the receipt of the RFP, its

participation in the RFP process or submission of any Bid under or

pursuant to the RFP does not and would not be deemed to create any rights

or expectations whatsoever in favour of any Bidder. The Bidder agrees and

acknowledges that the RFP process does not constitute any offer by MIAL

to enter into any contract with the Bidder or any other party. The Bidder

acknowledges that the RFP process and criteria, including any

amendments and modifications hereto, the determination and award of the

Concession or cancellation / rejection of any Bid are at the sole discretion

of MIAL and the Bidder shall not dispute or call into question any part of

the RFP or other action in relation thereto by MIAL.

(xviii) By submitting the Bid, the Bidder hereby represents, warrants and

covenants that (A) it has not engaged and will not engage in any dishonest,

illegal or unlawful business practices; and (B) it has not provided and will

not provide any monetary or other form of incentive to any of MIAL’s

employees, agents, directors, consultants, advisors, contractors and sub-

contractors in relation to award of the Concession and no sums in cash or

kind are payable, have been paid or been promised to, or accepted by any

such party or will be paid to, or accepted by, any such party or on its

behalf, by way of fees, commission or otherwise to induce MIAL to grant



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the Concession to the Bidder. The Bidder agrees that MIAL shall have the

right to disqualify any Bidder at any time (including without limitation

after award of the Concession) if MIAL is of the opinion that the Bidder

has taken any such action. Bidder shall not engage in any corrupt or

fraudulent practices in the RFP process. MIAL shall be entitled to

disqualify any Bidder from the RFP process if it has adequate reason to

believe that such Bidder has violated these terms or submitted any

incorrect or misleading information and / or suppressed any information

which it ought to have prudently disclosed to MIAL in any manner.

(xix) Bidder shall submit accurate and correct information. Bidder agrees that

MIAL reserves the right to disqualify its Bid in the event any false

statement or misrepresentation is found in the Bid.

(xx) This RFP is intended to be used only by the person/entity to whom it is

addressed and not by anyone else.

4.2 AMENDMENTS TO THE RFP

(i) MIAL shall have the absolute right to amend or vary in any manner and at

any time prior to the last date and time for submission of Bids, the RFP

process or the RFP documents including without limitation, the scope and

terms of the Concession, the terms and conditions of the Agreements or

the time schedule under the RFP.

(ii) Pursuant to any such amendment or variation, MIAL may at its sole

discretion extend the last date and time for submission of Bids or permit

Bidders to submit revised Bids. If MIAL permits Bidders to submit revised

Bids and any Bidder neither submits a revised Bid nor withdraws its

previous Bid, within the time permitted by MIAL therefor, it shall be

deemed that such Bidder does not intend to modify its Bid and that such

amendment or variation has been taken into account in such Bidder’s

previous Bid.

(iii) In the event of any changes in Applicable Laws or policy relating to the

Concession, MIAL retains the right to make such modifications and / or

take such actions as may be deemed to be appropriate by MIAL, including

continuing with and / or modifying the process or terms of RFP or the

Agreements at any time prior to the execution of the Agreements.

(iv) Notwithstanding anything to the contrary, no amendment, modification or

variation, of any of the terms and conditions of the RFP shall be effective

unless issued in writing by any person authorised by MIAL in this behalf.

(v) Amendments in relation to the RFP (if any) shall be intimated to the

Bidders at their email address.



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4.3 CLARIFICATIONS

(i) Bidders may submit a written request to MIAL for clarifications in relation

to the documents comprising the RFP including without limitation, all

enclosed annexures, exhibits, attachments, form of Agreements issued by

MIAL, no later than the date specified in Section 1.2. All such queries

should be sent by email to the person at e-mail address specified in

Section 1.3 and should provide full contact details of the Bidder.

(ii) Queries shall be provided in the format provided in Annexure 6.

(iii) Information / clarifications may be provided by MIAL in its sole discretion

in the manner deemed appropriate by MIAL.

(iv) Responses (if any) to the queries of Bidders and copies of such queries

shall be circulated by MIAL to all Bidders without disclosing the identity

of the Bidder that raised the query. Written responses to clarifications

issued by MIAL, by any person authorised by MIAL in this behalf, shall

form an integral part of the RFP.

(v) MIAL reserves the right not to answer any particular query or to answer a

query in any way it deems appropriate.

(vi) It is the responsibility of the Bidder to carefully examine all the RFP

documents on receipt and in the event of any discrepancy, incompleteness,

or missing parts or pages, to inform MIAL in writing immediately.

4.4 BID VALIDITY PERIOD

(i) The Bids shall be valid and open for acceptance by MIAL for a period of

180 (one hundred and eighty) days from the last date for submission of

Bids as specified in Section 1.2, or such other extended period, as

specified by MIAL from time to time, at its sole discretion.

(ii) The original validity period of the Bid together with any extensions,

pursuant to the above provisions, is referred to as the “Bid Validity

Period”.

4.5 BID SECURITY

(i) As part of its Bid, each Bidder shall furnish the amount set forth in

Annexure 1, as interest-free refundable cash security deposit (“Bid

Security”), in the manner specified in Section 1.4, as security for the

performance by the Bidder of its obligations pursuant to the RFP

(including without limitation, its representations, warranties and covenants

under the Bid).

(ii) Without prejudice to the generality of the foregoing, the Bid Security shall

be forfeited, if:



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(1) the Bidder has, without MIAL’s written consent, withdrawn its Bid

during the Bid Validity Period; or

(2) in the sole opinion of MIAL, there has been a breach of the

confidentiality or other obligations under the RFP; or

(3) the Bidder has, upon being declared eligible for award of the

Concession, breached the terms of its Bid, or following award,

failed to provide the Performance Security, Utility Deposit and/or

failed to make any other payments as stipulated under the RFP; or

(4) there is a change in Control of the Bidder without prior written

approval of MIAL, upon being declared eligible for award of the

Concession till execution of Agreements; or

(5) the Bidder has been disqualified or the award of the Concession

has been withdrawn pursuant to the RFP.

(iii) The Bid Security of the Successful Bidder shall be returned upon receipt

by MIAL of the Performance Security, Utility Deposit and any other

payment as stipulated under the RFP.

(iv) The Bid Security of the unsuccessful Bidders shall be returned on earlier

of the following events: (a) 30 (thirty) days from the date of the Successful

Bidder completing all actions as per Section 4.7(iv)(3); or (b) 15 (fifteen)

days after the expiry of the Bid Validity Period.

4.6 FORM OF BID

(i) Contents

(1) The Bid shall be submitted in two separate envelopes comprising

of the following:

Part A Bid Documents;

Part B Bid Documents.

(2) The Bid Documents shall comprise of the following:

Table A

Part Contents Reference

Part A (General) Bid Certificate Annexure 2

Authorisation of Signatory(ies) Annexure 3

Bid Security Annexure 3

Additional Information: Annexure 3



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Part Contents Reference

a) Shareholding pattern

b) Other material information

Part B (Financial Bid ) Financial Bid Annexure 4

(ii) Sealing and marking of Bids

(1) Part A Bid Documents: The completed Part A Bid Documents

comprising of the original version shall be sealed in a single

envelope marked with the Bidder’s name and address and with the

following marking:

“PART A BID DOCUMENTS - BID FOR TERMINAL 1 CAR

RENTAL CONCESSION”

(2) Part B Bid Documents: The completed Part B Bid Documents

comprising of the original version shall be sealed and marked as

follows:

“PART B BID DOCUMENTS – FINANCIAL BID FOR

TERMINAL 1 CAR RENTAL CONCESSION”

(3) The aforementioned two envelopes, shall be sealed in a single

envelope marked with the Bidder’s name and address and with the

following marking:

“BID FOR TERMINAL 1 CAR RENTAL CONCESSION”

LAST DATE FOR BID SUBMISSION:___________________

BIDDER’S NAME:____________________________________

BIDDER’S ADDRESS:________________________________

and addressed to the addressee set forth in Section 1.3.

(4) All documents comprising the Bid shall become the property of

MIAL and shall not under any circumstances be returned to the

Bidders. MIAL shall be free to utilise any information / data

provided to it as a part of a Bid in any manner that it deems fit.

(iii) Instructions

(1) Bidder shall submit:

(a) One original version of the Part A Bid Documents; and

(b) One original version of the Part B Bid Documents.

Bidder shall, by way of a duly executed and notarised power of

attorney or certified board resolution (certified by director / company

secretary), authorise a person to represent and act on behalf of the



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Bidder in relation to the RFP and to sign and bind the Bidder to the

Bid, the Agreements and all statements, responses, correspondence

and other documents in relation to the RFP (“Authorised

Signatory”).

(2) Each part of the Bid shall be duly stamped with the stamp of the

Bidder and signed and dated by the Authorised Signatory of the

Bidder wherever required, and each page of the Bid shall be stamped

and initialled by the Authorised Signatory of the Bidder.

(3) Bidder shall ensure that the Bid contains no alterations, omissions or

additions. Any corrections of errors shall be authenticated by the

Authorised Signatory of the Bidder.

(4) Bid documents shall be printed on A4 size paper. All Bid documents

shall be suitably indexed and sequentially numbered for easy

reference.

(5) The details shall be filled in numerals as well as words. In case of

any discrepancy between the numerals and the words, the words shall

be deemed to be correct.

4.7 SUBMISSION, EVALUATION AND AWARD

(i) Submission of Bids

(1) Bids must be received (by courier, registered post or by hand

delivery) by MIAL at the address in Section 1.3 not later than the

last date and time for submission of Bids as specified in

Section 1.2, or, as may be extended by MIAL at its sole discretion.

(2) MIAL does not take any responsibility for delays or failure of the

Bid to reach MIAL. MIAL's non-consideration of any such Bid

shall in no way vitiate the RFP process or the award of the

Concession, nor give rise to any right in favour of or claim by any

Bidder.

(3) Bidder may withdraw the Bid provided that written notice of the

withdrawal is received by MIAL prior to the last date and time for

submission of Bids. Following withdrawal of a Bid, the Bidder

may submit another fresh Bid complete in all respects prior to last

date and time for submission of Bids. It is clarified that, the last

received Bid of the Bidder will be considered as the final Bid. In

the event of withdrawal of the Bid and non-submission of a fresh

Bid subsequently, the Bid Security shall be returned to the Bidder.

For the avoidance of doubt, under no circumstances shall the Bid

documents (other than Bid Security) be returned to the Bidder.



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(4) No Bid shall be modified or withdrawn by the Bidders after the last

date and time for submission of Bids. Bids submitted constitute an

irrevocable, binding offer by the Bidder to contract with MIAL on

the terms which shall not subsequently be changed by the Bidder,

unless otherwise specified by MIAL. If a Bidder attempts to

withdraw or nullify its Bid after the last date and time for

submission of Bids, MIAL reserves the right to disqualify the

Bidder from any other bidding process or any business

opportunities at the Airport and to forfeit the Bid Security.

(5) Without prejudice to the foregoing, Bidders shall promptly notify

MIAL in writing should they become aware that any information

stated in their Bids is or may become inaccurate for whatever

reason, including due to a subsequent change in the circumstances

beyond the Bidder’s control.

(ii) Disqualification

(1) In addition to the grounds specified elsewhere in the RFP, MIAL

shall have the right to disqualify any Bidder if, in MIAL’s sole

opinion:

(a) the Bid is not in the form or on the terms prescribed in the

RFP, or is inaccurate, incomplete, conditional, ambiguous,

obscure or contains deviations or irregularities;

(b) the Bidder, or any employee, officer, agent, director,

advisor, consultant, contractor, sub-contractor, servant or

staff member of, or any person associated with such Bidder

has or may reasonably be thought to have, at any time,

committed any act involving an element of dishonesty,

whether in connection with the Bid or otherwise;

(c) the Bidder engages in anti-competitive behaviour including,

collusion between Bidders or solicitation of MIAL’s

employees, agents, directors, consultants, advisors,

contractors, or sub-contractors. Bidders may only have

contact with the authorised official of MIAL solely for the

limited purpose of submission of Bids and queries

concerning the RFP and other matters as provided for in the

RFP;

(d) the Bidder breaches any of the terms and conditions

contained in the RFP; or

(e) any other fact or circumstance exists, which justifies such

disqualification in the sole discretion of MIAL.



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(2) Notwithstanding anything to the contrary, MIAL reserves the right

to disqualify from participation in the competitive bidding process,

a Bidder if such Bidder or any of the Affiliates of the aforesaid

persons or the promoters, directors, partners, beneficial owners or

senior management of the aforesaid persons or their Affiliates:

(a) is or has been either directly or indirectly involved in any

frivolous or vexatious litigation against MIAL; or

(b) has against it any pending criminal case or investigation; or

(c) has against it any investigation, enquiry or proceedings

pending in connection with any economic offence; or

(d) has any overdue amounts payable to MIAL or any other

default; or

(e) has against it any litigation or proceedings before any court

or authority pending in relation to bankruptcy, insolvency,

liquidation, dissolution or winding-up; or is declared a sick

company;

and if any of the above circumstance(s) is, in the sole opinion of

MIAL, likely to adversely affect the performance of the obligations

under the Concession by the Bidder. The decision of MIAL in this

regard shall be final and binding on all Bidders.

(3) In this regard, MIAL shall be entitled, in its sole discretion, to take

into account information furnished by the Bidder and / or

information obtained from other sources considered by MIAL to be

appropriate.

(iii) Bid evaluation

(1) Bids of eligible Bidders will be evaluated by MIAL in accordance

with the Bid evaluation criteria set forth in Section V.

(2) MIAL may at its sole discretion call any Bidder and seek

clarification from such Bidder as MIAL may deem fit. Each

Bidder specifically agrees and acknowledges that it shall have no

claims whatsoever in this regard against MIAL or any other party.

(iv) Process of award of the Concession

(1) Bids are submitted to MIAL for the sole purpose of placing MIAL

in a position to evaluate whether or not to award the Concession

and, should it decide to do so, to evaluate on what terms such an

award should be granted. Notwithstanding that the Bids conform to

conditions prescribed in this RFP and have been satisfactorily

evaluated, MIAL has no obligation to award the Concession.



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(2) MIAL reserves the right to further negotiate terms of award of the

Concession with any Bidder (including making counter offers to

such Bidder) in accordance with the terms and conditions of the

RFP.

(3) After evaluation of all the Bids in accordance with Section V,

MIAL will inform the Successful Bidder, and will issue a Letter of

Award. The Successful Bidder shall:

(a) within 10 (ten) days from the date of the Letter of Award,

provide the Performance Security, Utility Deposit and any

other payments as stipulated under the RFP; and

(b) cause the Concessionaire to, within 15 (fifteen) days from

the date of the Letter of Award, deliver to MIAL, executed

versions of all documents comprising the Agreements.

(4) MIAL reserves the right, at its sole discretion:

(a) to extend the time for execution and delivery of the

Agreements or furnishing of securities and costs as

aforesaid; or

(b) to amend or modify the terms of the Agreements, prior to

the execution thereof, or to require the Successful Bidder to

enter into any additional agreements, undertakings or

documents. The Successful Bidder shall accept such

amendments and modifications and shall execute such

additional agreements, undertakings or documents without

demur or protest.

(5) The Successful Bidder shall ensure that the Concessionaire

complies with all representations made by the Successful Bidder in

the RFP process. No deviation shall be allowed without the prior

written approval of MIAL.

(6) The Concessionaire shall bear all legal and attorney costs, stamp

duty, registration and other expenses that may be incurred in the

negotiation, registration and execution of the Agreements.

(v) Withdrawal of Award:

(1) MIAL shall have the right to withdraw, with immediate effect or

with effect from any date notified by it, the award of the

Concession and cancel any Agreement consequent thereto, if:

(a) the Successful Bidder fails to provide the Performance

Security or Utility Deposit or fails to make any other

payment as specified under the RFP or execute the

Agreements or perform any other action, all as required



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under the RFP and within the time periods specified

pursuant to Section 4.7(iv)(3);

(b) MIAL becomes aware of any facts or circumstances

(including facts or circumstances which arise after the

award of the Concession) which, in MIAL’s sole opinion,

would have rendered the Bid subject to disqualification

under the RFP had such facts or circumstances arisen prior

to the award and been known to MIAL at the time of the

award;

(c) the Agreements or the award of the Concession is

subsequently set aside by any order of court, arbitration

award or other binding agreement, award or finding,

whether such order, agreement, award or finding arises

from contested proceedings or an agreed settlement of any

dispute;

(d) there is any amendment, modification or change in the

Applicable Laws relating to the Concession which affects

or impacts the award of the Concession;

(e) the Concession is awarded on the basis of any

misrepresentation by the Bidder; or

(f) the Successful Bidder is disqualified in accordance with the

terms of this RFP.

(2) In the event of withdrawal of the award, MIAL reserves the right,

at its discretion, to disqualify the Bidder who was awarded the

Concession, forfeit its Bid Security and the Performance Security

and Utility Deposit, as applicable, and evaluate, discuss or

negotiate with the next highest marked Bidder for the grant of the

Concession. For avoidance of doubt, it is clarified that MIAL shall

not be obligated to cancel the RFP process in such a situation and

shall be entitled to proceed with the remaining Bidders for award

of the Concession. Without prejudice to anything contained herein,

MIAL reserves the right to take any other recourse under

Applicable Laws.

(3) Each Bidder agrees and acknowledges that it shall have no right or

recourse against MIAL as a result of the withdrawal of award of

the Concession and / or cancellation of the Agreements by MIAL

pursuant to the terms hereof.



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4.8 DISCLAIMERS

(i) The information contained in or as part of the RFP or otherwise provided

to Bidders, was obtained from various sources and is offered in good faith

for the guidance of the Bidders only.

(ii) Each Bidder is obliged to become acquainted with all of the provisions of

the Applicable Laws affecting the Bid, the execution of the Agreements

and fulfilment of its terms. Bidders are deemed to have knowledge of and

be in full compliance with all the Applicable Laws, including without

limitation, relevant applicable laws in relation to undertaking the

Concession. Bidders acknowledge and agree that MIAL shall be entitled

to disqualify any Bidder, invoke its Bid Security and exercise any other

remedies it may have (including, without limitation, seek damages for loss

of profit / loss of revenues), if any proceedings are brought against any

Bidder and / or MIAL and / or any party, for breach of any Applicable

Laws in relation to such Bidder’s Bid.

(iii) The RFP documents do not purport to contain all of the information that

may be required by Bidders to evaluate the business opportunity, and / or

its commercial potential / value and each Bidder should conduct its own

independent legal, financial due diligence or other analysis of the business

opportunity, and / or its commercial potential / value and of the

information contained or referred to in the RFP documents and should

obtain such professional advice as it deems necessary including

consideration of any business risks associated thereto.

(iv) Any communication to the Bidders from MIAL shall be valid only if

received in writing from any person authorised by MIAL.

(v) The RFP documents are not intended to form the basis of a decision to

enter into any transaction with respect to the Concession or any other

investment decision and do not constitute an offer, invitation or

recommendation to enter into or make any such transaction or decision.

(vi) Neither MIAL nor its employees, agents, directors, consultants, advisers,

contractors or sub-contractors, make any representation or warranty,

express or implied, or accept any responsibility or liability as to the

accuracy or completeness of the information contained in the RFP

documents or information made available or to be made available in

connection with MIAL, its business activities and / or the Concession or

the Airport and nothing contained herein or provided or to be provided to

the Bidders is or shall be relied upon as a promise or representation,

whether as to the past or as to the future.



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4.9 MISCELLANEOUS

(i) Indemnity

The Bidders shall indemnify MIAL and its employees, directors, agents,

advisors, consultants, contractors and sub-contractors and hold such

persons harmless from and against any and all actions, causes of action,

claims, suits, damages, counterclaims, penalties, losses, expenses

(including attorney’s fees and court costs) and liabilities of any kind which

MIAL or its employees, directors, agents, advisors, consultants,

contractors or sub-contractors, may suffer howsoever arising as a direct or

indirect result of:

(1) any act or omission of the Bidder and / or its employees, agents,

officers, directors, advisors, consultants, contractors, sub-

contractors, servants or staff members, whether undertaken

pursuant to the RFP or otherwise;

(2) the Bidder’s defective performance or non-performance of its

obligations hereunder or under Concession awarded pursuant to the

RFP;

(3) any breach by the Bidder of any warranty, representation or

covenant given in connection with the RFP; or

(4) any act of terrorism, destruction or violence by the Bidder or any of

its employees, agents, officers, directors, advisors, consultants,

contractors, sub-contractors, servants or staff members.

(ii) OMDA and development of the Airport

(1) The Bidders should note that the provisions of the OMDA govern

the operation, management and development of the Airport. By

submitting a Bid, Bidder acknowledges and agrees that the

selection process hereunder is subject to the terms of the OMDA.

In the event of any inconsistency or conflict between the terms of

the Bid, the RFP or the form of Agreements and the provisions and

requirements of the OMDA, the provisions and requirements of the

OMDA shall prevail. Without prejudice to the generality of the

foregoing, each Bidder agrees that the Agreements executed by it

pursuant to the RFP may be assigned by MIAL in favour of AAI,

its nominee(s), the lenders of MIAL and / or nominee(s) of MIAL’s

lenders.

(2) The Successful Bidder should ensure compliance with the

provisions of the OMDA and related agreements which relate to its

obligations under the Agreements.



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(3) Bidders shall declare in the Bid Certificate whether they are or are

not Group Entities, of MIAL or its shareholders (other than AAI).

For this purpose; (A) “Group Entity” with respect to a specified

Entity, means any other Entity directly or indirectly controlling,

controlled by or under common control with such specified Entity;

provided however, that, for purposes of this definition, the terms

“controlling”, “controlled by” or “under common control with”

mean the possession, directly or indirectly, of the power to direct or

cause the direction of the management and policies of an Entity,

whether through the ownership of voting securities, by contract or

otherwise, or the power to elect or appoint at least 50% (fifty

percent) of the directors, managers, partners or other individuals

exercising similar authority with respect to such Entity; and

(B) “Entity” means a company incorporated in India or a

partnership firm or a limited liability partnership or an individual/

sole proprietor, a Hindu undivided family, an association of

persons, a body of individuals, trusts and any other artificial

juridical person based in India or abroad.

(4) MIAL shall have the right at all times without obtaining any

consent from, or making any arrangement with, the Successful

Bidder, to develop, redevelop, renovate, retrofit, refurbish or alter

in any way whatsoever or change the structure, layout, finishes,

design or use of the Airport or any part thereof (or any other

premises permitted to be used or developed by the Successful

Bidder). The Successful Bidder shall, at its own cost and expense,

co-operate with MIAL in relation to any operation, maintenance or

development related activity being undertaken at the Airport.

(iii) Good faith

All Bids are required to be submitted in good faith and Bidders are

required to act in good faith during the RFP process and thereafter.

(iv) Communications

(1) All written communications (including queries but excluding Bid

itself) from Bidders to MIAL must be sent by e-mail or registered

post / courier, to the person and at the contact details stated in

Section 1.3. All communications should contain the subject line

“Confidential: RFP - Terminal 1 Car Rental Concession”.

MIAL reserves the right to not consider or respond to any notice or

communication not submitted in accordance with the RFP terms.



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(2) MIAL may communicate in writing to Bidders at the email address

specified by them in their communication to MIAL and all such

communications from MIAL shall be deemed to have been duly

given:

(a) if physically delivered or sent by e-mail, on the date of

delivery or transmission; or

(b) if sent by registered post / courier, 2 (two) working days

after posting.

(v) Assignment and change in Control

(1) No Bidder may assign its rights or obligations that arise under the

RFP without the prior written consent of MIAL.

(2) MIAL reserves the right to disqualify a Bidder if there has been a

change in Control of the Bidder.

(vi) Confidentiality

Bidders shall maintain the confidentiality of this RFP, the form of

Agreements, and other information provided to them from time to time

pursuant to this RFP.

(vii) Other Terms

(1) All costs incurred by a Bidder howsoever arising out of or in

connection with the RFP, irrespective of whether the Bidder is

successful or not, shall be borne by the Bidder without recourse to

MIAL. Each Bidder shall reimburse MIAL for any expenses

(including attorney’s fees and charges) incurred by MIAL in

connection with any claim or dispute raised by such Bidder.

(2) All Bids and other documents and correspondence in connection

with the RFP shall be in the English language. Documents

submitted in any language other than English shall be supported by

a certified English translation copy thereof.

(3) Any inconsistency, conflict or ambiguity in interpretation among

the documents comprising the RFP (including without limitation

the form of the Agreements), shall be resolved in the manner

decided by MIAL, whose decision shall be final and binding on the

Bidders.

(4) No dispensation granted by MIAL in favour of a Bidder shall

constitute a waiver of MIAL’s rights under the RFP, nor shall it

give rise to any right or claim by any other Bidder. MIAL shall not

be precluded, as a consequence of having granted such

dispensation, from exercising any of its rights against such Bidder



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or other Bidders which may have arisen in the past or which may

arise in the future.

(5) The Bidder undertakes at all times to do, within such time as may

be stipulated by MIAL and if not so specified, within a reasonable

period of time, all such things, perform all such actions and take all

such steps and to procure the doing of all such things, the

performance of all such actions and taking of all such steps as may

be necessary for or incidental to the putting into effect and

maintenance of the terms and conditions contained in the RFP or of

any award of the Concession.

(viii) Jurisdiction

The Bidder submits to the exclusive jurisdiction of the courts at Mumbai,

India.

(ix) Applicable laws

The terms and conditions of the RFP shall be interpreted and implemented

in accordance with the laws of India.

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



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SECTION V : BID EVALUATION

Bids which are in compliance with all terms and conditions of the competitive bidding

process under this RFP, shall be evaluated based on Financial Bids as follows:

5.1 BID EVALUATION

(i) Bidders shall be marked on each criterion as detailed herein and the total

marks of each Bidder shall be determined. The Bidder with the highest

total marks shall be eligible for award of Concession, subject to terms of

this RFP.

(ii) Bids shall be evaluated separately and awarded marks on the following

criteria:

Table B

Evaluation Criteria Code Maximum marks (100)

Present Value of MAG F1 80

Revenue Share (%) F2 20

Total (F1 + F2) F 100

(1) Marks awarded under evaluation criteria (F)

Fx = F1x + F2x

Where

Fx = Total score of Bidder “x”

F1x = Marks awarded to Bidder “x” for present value of MAG

quoted in accordance with Section 5.1(ii)(2) below.

F2x = Marks awarded to Bidder “x” for the Revenue Share

Percentage quoted in accordance with Section 5.1(ii)(3)

below.

(2) Marks awarded for evaluation criteria – Present Value of

MAG (F1)

F1x = ( Mx ÷ Mh ) X MMF1

Where

F1x = Marks awarded to Bidder “x” for present value of MAG

quoted

Mx = Sum of present value of MAG quoted by Bidder “x” for

each of the year or part thereof during the Term after

applying the Discounting Factor



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Mh = Highest sum of present value of MAG quoted by any

Bidder calculated by applying the Discounting Factor

MMF1 = Maximum marks for the present value of MAG (F1) in

the Evaluation Criteria as per Table B above.

(3) Marks awarded for evaluation criteria – Revenue Share

Percentage (F2)

F2x = ( Rx ÷ Rh ) X MMF2

Where

F2x = Marks awarded to Bidder “x” for the Revenue Share

Percentage quoted

Rx = Revenue Share Percentage quoted by Bidder “x”

Rh = Highest Revenue Share Percentage quoted by any Bidder

MMF2 = Maximum marks for the Revenue Share Percentage (F2)

in the Evaluation Criteria as per Table B above.

5.2 FINANCIAL BID

(i) Bidders are required to submit Financial Bids in the form provided in

Annexure 4.

(ii) For Financial Bid, the maximum marks which a Bidder can obtain are 100

(hundred). Marks received by each Bidder will depend on aggregate of

marks obtained for present value of MAG and Revenue Share Percentage

quoted by respective Bidder.

(iii) In the Financial Bid as per Annexure 4, a Bidder shall, for each year

during the term:

(1) quote the MAG and the MMG for respective year as indicated; and

(2) quote the Revenue Share Percentage being not less than the

minimum percentage specified in Annexure 4.

(iv) Notwithstanding the above, Bidders shall ensure that the MMG

(based on the MAG to be quoted by the Bidders) shall, in no event be

lower than floor MMG specified in Annexure 4, applicable on the area

underlying the Car Rental Outlet

(v) For the avoidance of doubt, it is clarified that MMG shall become payable

by the Concessionaire by Commencement Date irrespective of whether

commercial operations at Car Rental Outlet have been commenced or not.

(vi) Bidder shall ensure that MMG applicable for any year shall be always

more than the MMG applicable for the immediately preceding year.



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5.3 COUNTER-OFFERS

(i) The Bidder with the highest total marks shall, subject to it being compliant

with all terms and conditions of the competitive bidding process under the

RFP, be the Successful Bidder.

(ii) Notwithstanding anything to the contrary contained herein, MIAL reserves

the right, at its sole discretion, to make a counter-offer to the Bidder with

the highest marks. If such counter-offer is not acceptable to such Bidder,

MIAL reserves the right to make the same counter-offer to the Bidder with

the second highest marks. If such counter-offer is not acceptable to the

second highest Bidder, MIAL reserves the right to make the same counter-

offer to the Bidder with the third highest marks, and so on. The aforesaid

process may be repeated any number of times, as determined by MIAL at

its sole discretion, and may continue until such time MIAL comes to an

agreement with any of the Bidders. It is clarified that the counter-offer

made by MIAL at any time to any Bidder, shall not be on terms which are

more beneficial as compared to the last counter-offer made to highest

marked Bidder.

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



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ANNEXURE 1 : DETAILS AND KEY TERMS OF THE CONCESSION

1. Brief scope and description of the Concession: The non-exclusive right to

design, fit-out, finance, develop, operate, maintain and manage the Car Rental

Outlet described below, on the terms and conditions specified hereunder.

2. Details of Car Rental Outlet:

No. Location Approx. Area (sqm) 1 T1 Arrivals - Arrival Hall 4

2 T1 Arrivals - Landside 5

3. Key terms of the Concession:

(i) Category of the Outlet: Car Rental Outlet

(ii) Category Description:

(a) Outlet for providing Car Rental services for passengers arriving at T1

of CSIA.

(b) The Car Rental should cater to wide range packages for the passenger

arriving at the outlet.

(c) The Car Rental should at all time have the cars available for the benefit

of passengers

(d) The Car Rental Outlet will provide car rental services in the car

owned/operated by the successful bidder only. The successful bidder will

not be allowed to engage or hire cars from any third party operator or

aggregator for providing these services.

(iii) Term of the Concession: 3 (three) years from the Commencement Date.

(iv) Pricing Policy:

(a) The Concessionaire shall have a fair and competitive pricing structure for

all Services at CSIA. Concessionaire shall ensure that the Services sold at

the Car Rental Outlet at a rate comparable with rates for similar services at

other comparable places like shopping malls, high street and online portals

(if applicable).

(b) The Concessionaire shall follow the pricing policy as approved by

Regulatory Authorities.

(v) Details, including plans and layouts of the Car Rental Oultet at Terminal 1

(“Tenant Design Guidelines”) will be provided later to the Successful

Bidder.

(vi) Bid Security: Rs. 10,00,000 (Rupees ten lakhs only)

(vii) Capital Expenditure: Concessionaire shall be provided with the counter

by MIAL. Any additional interior works or refurbishment during the Term

shall be done by Concessionaire at its own cost and only after obtaining



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prior written approval of MIAL. On expiry or earlier termination of the

Concession, Concessionaire shall ensure that the Car Rental Outlet

(including the capital expenditure incurred by it) is vacated in good

working condition (normal wear and tear excepted).

(viii) Performance Security: Equivalent to 8 months MMG, in the manner set

forth under the Agreements.

(ix) Utility Deposit: The Utility Deposit amount shall initially be Rs.

100,000/- (Rupees one hundred thousand only) for each of the Utility

meters installed for the Licensed Premises.

(x) Fees and payments:

The Concessionaire shall pay to MIAL on monthly basis, the following

fees and charges, in accordance with the terms and conditions of the

Agreements:

(a) Concession Fee (under the Concession Agreement): shall

comprise of the following components:

i. Fixed Concession Fee: Concessionaire shall pay Fixed

Concession Fee of Rs. 500/- (Rupees five hundred only) per

square meter per month from the Handover Date of the

Licensed Premises, which shall be subjected to escalation

of 5% every financial year.

ii. Variable Concession Fee: shall be as specified in the

Financial Bid submitted by the Successful Bidder in

Annexure 4, subject to counter-offers made by MIAL, if

any.

iii. Additional Revenue Share: The Concessionaire shall pay

MIAL 0.5% (half percent) of its Gross Revenue, on a

monthly basis towards additional revenue share.

(b) Licence Fee (under the Licence Agreement) - Rs. 116.19

(Rupees one hundred and sixteen and Paise nineteen only) per

square metre per month for FY 2017-18, applied on the total area

of the premises licensed to the Concessionaire for undertaking the

Concession, subject to annual escalation @ 7.5% every financial

year. Please refer to the draft Licence Agreement attached in Part -

II in Annexure 5 for more details. Licence Fee shall be payable

with effect from the date of handover of Licensed Premises by

MIAL to the Successful Bidder / Concessionaire.



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(c) Utilities Cost Reimbursement - As per monthly invoice raised by

MIAL based on actual consumption by Concessionaire. MIAL

may at its sole discretion, from time to time during the Term, revise

the rate for Utilities Cost Reimbursement depending upon cost

MIAL has to incur for such Utilities. Utilities Cost Reimbursement

shall be payable with effect from the date of handover of Licensed

Premises by MIAL to the Successful Bidder / Concessionaire.

(d) Property Tax Reimbursement: At the rate of Rs. 30/- (Rupees

thirty only) per square metre per month on the Licensed Premises.

The rate of Property Tax Reimbursement mentioned above is

subject to revision based on assessment of terminal buildings at

CSIA and tax rate revision by the statutory authorities, if any.

Property Tax Reimbursement shall be payable with effect from the

date of handover of Licensed Premises by MIAL to the Successful

Bidder / Concessionaire.

(e) IT Services: Concessionaire shall pay to MIAL or a service

provider nominated by MIAL the IT charges and deposit towards

IT services as per separate agreement to be entered into with MIAL

or the service provider nominated by MIAL. At present, the IT

services are provided by WIPRO Limited at the Airport and the

prevailing charges/deposit are specified in Annexure 7.

The other terms and conditions of the Concession are detailed in the forms of the

Agreements issued by MIAL, which shall form an integral part of the RFP. Bidders are

advised to refer to the forms of the said Agreements, for a better understanding of the

Concession and their obligations in relation thereto, prior to the submission of Bids.

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



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ANNEXURE 2 : BID CERTIFICATE

[To be on Rs. 100/- non-judicial stamp paper]

[Place, Date]

To: Mumbai International Airport Private Limited,

Terminal 1B, Chhatrapati Shivaji International Airport,

Mumbai 400 099.

Dear Sirs:

Subject: Bid in response to the RFP for Terminal 1 Car Rental Concession

Ref: Request for Proposal for Terminal 1 Car Rental Concession for dated March

07, 2018 (“RFP”) issued by MIAL.

1. We confirm that we are submitting our Bid for the Concession to design, fit-out,

finance, develop, operate, maintain and manage the Car Rental Outlet forming

part of the Concession under reference, at the Terminal 1 at Chhatrapati Shivaji

International Airport (“CSIA”) as specified below:

Location Approx. Area (sqm)

T1 Arrivals - Arrival Hall 4

T1 Arrivals - Landside 5

2. We represent, warrant and covenant to MIAL that all information furnished or to

be furnished by us to MIAL at any time (including without limitation, as part of

our Bid in response to the RFP) is true, complete, accurate, unconditional and

fairly presented.

3. Having read, carefully examined and understood the terms of the documents

comprising the RFP (including without limitation, the form of the Agreements

issued), we, the undersigned, hereby offer to undertake the Concession (as defined

in the RFP) in accordance with:

(i) all terms and conditions as specified in the RFP, including without

limitation the form of Agreements, the annexures, exhibits, attachments

and amendments to the RFP; and

(ii) our Bid;

provided however that in the event of any inconsistency between (i) and (ii)

above, (i) shall prevail.

4. We hereby agree and confirm that we will not seek to make any deviations of the

terms and conditions of the Agreements and the form of Agreements as provided

by MIAL shall be binding on us.



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5. We hereby agree and confirm that we will not seek to make any deviations of the

terms and conditions of the Agreements and the form of Agreements as provided

by MIAL shall be binding on us.

6. We hereby agree and confirm that our Bid has been prepared strictly in

accordance with the instructions in the RFP (including the forms set forth therein)

and that we shall at all times act in good faith and abide by the terms and

conditions of the RFP.

7. Without prejudice to the generality of the foregoing:

(i) We acknowledge that our offer constitutes an irrevocable and binding offer

and we undertake to keep our Bid valid and open for acceptance during the

Bid Validity Period as required in terms of the RFP.

(ii) If our Bid is accepted, we undertake to:

(a) execute the Agreements, provide the Performance Security and

Utility Deposit, make any other payments as specified under the

RFP; or cause the same to be executed, or provided, or paid as the

case maybe; all as required as per the RFP. We further undertake

that we will not deviate from or seek to negotiate or vary the terms

set forth in the form of the Agreements unless approved by MIAL;

(b) promptly apply for and obtain, at our cost, all approvals, permits

and licences required under Applicable Laws, including without

limitation security clearances from the Bureau of Civil Aviation

Security, or such other competent authority prescribed under

Applicable Laws, Airports Authority of India, Directorate General

of Civil Aviation, etc., as required, to enable us to enter into the

Agreements and commence the activities comprising the

Concession and / or perform our obligations under the Agreements;

and

(c) pay to MIAL fees, charges and amounts, all in accordance with the

terms specified in the RFP and the Agreements. In this regard the

MAG, MMG and Revenue Share Percentage offered by us are set

forth in the Financial Bid submitted by us in Part B, which have

been prepared strictly in the form as attached at Annexure 4 to the

RFP.

(iii) We acknowledge and agree that acceptance or rejection of the brand(s)

proposed by us in our Financial Bid is at MIAL’s sole discretion and in the

event, the brand(s) proposed by us are not found to be aligned to the

overall Airport brand strategy by MIAL, MIAL shall have a right to reject

our Bid in entirety.



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(iv) We acknowledge and agree that the acceptance, rejection or

disqualification of our Bid and award of the Concession, and the

cancellation of RFP at any stage is at MIAL’s sole discretion and any

decision taken by MIAL in relation to the RFP (including the award of the

Concession) is final and binding on us and we shall have no rights or

claims in relation to any decision of MIAL pursuant to the RFP process.

8. We undertake to maintain confidentiality of the RFP documents and abide by the

terms of the confidentiality undertaking hereunder.

9. We represent and warrant to MIAL that as of the date of submission of the Bid

and till the end of the Bid Validity Period:

(i) the information furnished by us is true, complete, accurate, unconditional

and fairly presented;

(ii) there is no information, data or documents which have not been disclosed

which may prejudicially affect MIAL’s evaluation or decision in relation

to the award of the Concession;

(iii) we have all the necessary corporate approvals and authorizations to

participate in the RFP, provide the Bid Security and submit this Bid, and,

if awarded the Concession, to perform the Concession in accordance with

the terms of the RFP, execute and perform the Agreements and provide

Performance Security and Utility Deposit and make any other payments as

specified under the RFP;

(iv) we have complied with, and have obtained all statutory approvals and

authorizations necessary under, Applicable Laws, to participate in the RFP

and to submit this Bid to undertake the Concession as contemplated under

the RFP; and

(v) neither we nor our Affiliates are in anyway, directly or indirectly,

interested in, or associated with any other Bidder or its Bid.

In the event of occurrence of any events or circumstances that would render any of

the foregoing representations and warranties untrue or invalid, we covenant to

promptly notify MIAL of the same and agree that MIAL shall be entitled to reject

our Bid in such event and if awarded the Concession, withdraw the same, without

MIAL incurring any cost or liability.

10. We undertake and agree that we shall abide by the share transfer restrictions set

forth in the Agreements and there shall be no change in Control of the Bidder

without the prior written approval of MIAL.

11. We represent and warrant that we [are / are not] [strike out which is not

applicable] Group Entity(ies), of MIAL or its shareholders (other than AAI). For

this purpose (i) “Group Entity” with respect to a specified Entity, means any other

Entity directly or indirectly controlling, controlled by or under common control



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with such specified Entity; provided however, that, for purposes of this definition,

the terms “controlling”, “controlled by” or “under common control with” mean

the possession, directly or indirectly, of the power to direct or cause the direction

of the management and policies of an Entity, whether through the ownership of

voting securities, by contract or otherwise, or the power to elect or appoint at least

50% (fifty percent) of the directors, managers, partners or other individuals

exercising similar authority with respect to such Entity; and (ii) “Entity” means a

company incorporated in India or a partnership firm or a limited liability

partnership or an individual/ sole proprietor, a Hindu undivided family, an

association of persons, a body of individuals, trusts and any other artificial

juridical person based in India or abroad.

12. Confidentiality undertaking:

We hereby undertake and agree to keep the Information (as defined below)

confidential. We acknowledge that the Information is confidential information of

MIAL and is provided solely for the purpose of enabling us to participate in the

competitive bidding process for Terminal 1 Car Rental Concession (“Specified

Purpose”). We hereby undertake and agree that in consideration of receipt of

such Information we shall abide and be bound by the following terms:

(a) “Information” means the RFP and any and all documents and

information, provided by or on behalf of MIAL to the Bidder or

otherwise obtained by the Bidder pursuant to the RFP, or

negotiations and discussions with MIAL, including without

limitation, any clarifications, amendments or documents

subsequently issued, drafts of definitive agreements, information

obtained through interactions with MIAL and site visits (if any), all

technical, commercial, financial, operational, legal or statistical

information, all agreements, plans, layouts and documents in

relation to CSIA, in each case whether in writing, electronic form

or other tangible form or disclosed by oral or visual presentation or

other intangible method.

(b) The Bidder shall use the Information solely for the Specified

Purpose. The Bidder shall maintain the confidentiality of the

Information and shall not disclose the Information to any person,

other than:

(a) its employees, professional advisors and consultants, who have a

need to know in connection with the Specified Purpose; and

(b) a party with the prior written consent of MIAL;

provided in each case that (I) Bidder shall ensure that such party

agrees to appropriate confidential treatment of such Information as

per the terms hereof; and (II) Bidder shall be solely responsible for



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any act by such parties which results in the Information not being

treated in accordance with the confidentiality provisions hereof.

(c) Confidentiality obligations hereunder shall not apply to any

Information that (i) is or becomes available in the public domain,

other than by breach of confidentiality obligations by the Bidder or

any other party, (ii) is in possession of the Bidder prior to its

disclosure by MIAL and rightfully received without any breach of

confidentiality by any party. If Bidder is required to disclose any

Information pursuant to any Applicable Laws or an order of any

judicial or statutory authority, Bidder shall give MIAL reasonable

prior notice of the circumstances of such requirement prior to

disclosing such information and shall co-operate with MIAL to

minimize the extent of disclosure, including any effort by MIAL to

contest or obtain a protective order against such requirement.

(d) The Bidder shall, promptly upon the request of MIAL, return or

destroy all Information including without limitation all originals,

copies, extracts and summaries thereof (including information on

electronic media), and certify to MIAL that it has returned or

destroyed such Information within two days of such request by

MIAL.

(e) The Bidder agrees that the use or disclosure of the Information in

breach of these confidentiality provisions will cause irreparable

harm or injury to MIAL, which is incapable of recompense by way

of damages. Accordingly, the Bidder agrees that MIAL is entitled

to seek injunctive or other appropriate relief to restrain any breach

or threatened breach of these confidentiality provisions.

13. We, the Bidder, hereby accept all the terms and conditions of the RFP.

14. We, the Bidder, hereby agree that the RFP and this Bid shall be construed,

interpreted, enforced and governed, in all respects, by the laws of India. The

courts at Mumbai will have exclusive jurisdiction in respect of all matters arising

out of the RFP and this Bid.

15. We, the Bidder, undertake that the representations, warranties, covenants,

agreements and undertakings in the Bid are true and correct and we shall be liable

for any breach thereof.



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16. If our Bid is accepted, we undertake that we shall fulfil all terms, conditions and

other requirements set forth under the RFP and the Agreements.

Yours sincerely,

For and on behalf of [name of Bidder]

___________________________

Signature of Authorised Signatory(ies)

Name:

Title:

Address for communication:

Phone number:

Fax no:

e-mail:

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



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ANNEXURE 3 : PART A - GENERAL BID DOCUMENTS

Bidder shall provide MIAL the following documents in Part A of the Bid. Bidder shall

ensure that the documents are clearly divided into sections and marked, numbered and

filed in the same order as set forth below:

A. Bid Certificate

Duly completed Bid Certificate in the form set forth in Annexure 2.

B. Authorised Signatory

A valid power of attorney (original or a notarized copy) or a certified true copy of

valid resolution of the board of directors of the Bidder (certified by director /

company secretary), in favour of the Authorised Signatory of the Bidder, for

signing and submitting the Bid in accordance with the RFP.

C. Bid Security

Demand draft for the Bid Security in accordance with the provisions of

Section 4.5 or if the payment has been done by direct transfer, then a copy of the

document evidencing payment of amount mentioned in Section 4.5.

D. Additional Information

1. Shareholding details

Bidders shall provide their shareholding pattern (along with listing details,

in case of listed entities) and other related information / details in the

format clearly showing details of the shareholding of promoters,

institutional investors, financial investors, public shareholding (if any), etc.

2. Other material information

Bidders shall disclose all material information, that (i) is likely to affect

the performance of the Concession by the Bidder, if awarded; or (ii) may

prejudicially affect MIAL’s evaluation or decision in relation to the award

of the Concession to the Bidder. Such material information shall include

without limitation:

(a) Any factor adversely affecting the financial strength, defaults in

respect of any loans, borrowings or financial assistance, non-

repayments, threatened bankruptcy, insolvency or liquidation

proceedings, etc.

(b) Anticipated business developments: e.g., mergers, amalgamations,

reconstructions, takeovers or other corporate restructuring or change

in ownership, etc.

If there is no material information to be submitted under this section,

Bidder shall indicate “None” against this section. It is hereby clarified that



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any failure of the Bidder to disclose the above information may result in

the disqualification of the Bidder and rejection of its Bid at any time.

MIAL reserves the right to require the Bidder to submit any other information or

documents in relation to the Bid as it deems fit.

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



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ANNEXURE 4 : PART B - FINANCIAL BID

[Attached Separately]

Bidders shall provide MIAL with duly filled sheet in the format provided separately and

shall seal and mark Financial Bid in the manner set forth in Section 4.6 of the RFP.

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



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ANNEXURE 5 : FORMS OF AGREEMENTS

Part I - Concession Agreement


Part II - Licence Agreement


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



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ANNEXURE 6 : FORMAT FOR CLARIFICATIONS

S.No. Document Name Section / Clause

Number

Brief

description of

the provision

Clarification

Sought

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



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ANNEXURE 7 : PREVAILING IT SERVICE CHARGES/DEPOSIT


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