NOTICE SELECTION PROCEDURE

Transcription

1 NOTICE SELECTION PROCEDURE No. "ADR 23/2016" FOR THE ASSIGNMENT OF THE SUBCONCESSION OF AN AREA FOR THE CONSTRUCTION AND MANAGEMENT OF A VIP LOUNGE AT THE FIUMICINO "LEONARDO DA VINCI" HUB 1. Subject of the assignment and general information Aeroporti di Roma S.p.A. ("ADR") intends to assign, through a selection procedure that is in accordance with Article 4, Law No. 755/1973, of the "Agreement for the Management of the Capital's Airport System and Economic Regulation Agreement (pursuant to Article 17, para. 34 a, of Decree Law No. 78 of 1 July 2009, converted, with some amendments, into Law No. 102 of 3 August 2009), of 25 October 2012, entered into with Enac [National Civil Aviation Authority] on 25 October 2012, as approved through the DPCM [Prime Ministerial Decree] of 21 December 2012, (hereinafter, "Single Instrument") and subsequent Addenda ("the "Procedure"), the subconcession of a surface area of between a minimum of 500 m2 and a maximum of 1000 m2, located inside the new Avancorpo of Terminal 3, for the construction and management of a VIP lounge designed to provide assistance to passengers departing from the Fiumicino "Leonardo Da Vinci" hub, which in 2015 registered the following flows: total number of passengers arriving and departing 40.5 million, 6.5 million of which were passengers departing for non-schengen destinations. Accordingly ADR reserves the right to evaluate expressions of interest for the construction and management of a VIP lounge with a surface area of between 500 m2 and 1000 m2 approximately; ADR particularly wishes to receive expressions of interest in relation to three size categories: i) 500 m2; ii) 700 m2; iii) 1,000 m2. Each participant may express an interest in just one of the sizes indicated. ADR will opt for the size for which it has received the greatest number of expressions of interest. At a parity of no. of expressions of interest received, ADR will favour the largest size. The surface area identified in accordance with the previous clause will form the reference for the subsequent invitation to submit tender, which will in any event be forwarded to all parties that have the required qualifications as set out in paragraph 2.1 below, even if they have expressed an interest for a different size to the one forming the basis of the invitation to tender; we would specify as of now that the selected party will be selected based on the criterion of the "economically most advantageous" tender, which will combine - based on weightings that will be subsequently indicated - the value of the rent per m2/annum of the subconcession offered with other aspects, including as an illustration and without being limited to, the project related to the interior design and the list of the services offered. Procedure Number: ADR 23/2016 Location/description of the premises: the area, equipped with all the setup in terms of plant and facilities, is situated in the new Avancorpo of Terminal 3, in the "Non-Schengen" Air Side area of the Rome Fiumicino "Leonardo da Vinci" Airport. The lounge will have to be constructed under the responsibility and at the expense of the successful tenderer (subconcessionaire) in compliance with the laws and regulations currently in force and applicable to the specific intended use and based on a project previously authorised by ADR and ENAC. We would specify that in the Non-Schengen area, a further 5 VIP lounges will be fully operational under a subconcession to carriers and handlers. Expiry of the Subconcession: Type of activities forming the subject of the Subconcession: Planning, construction and subsequent operational and commercial management of a VIP lounge designed to permit carriers operating at the hub to provide assistance to departing passengers, set up in such a way as to be open to the public 7 days a week and 365 days a year; provision will have to be made for the supply of the following services, as an illustration and without being limited to: Bar/restaurant service, Wi-Fi Connection, Book Corner, daily newspapers and 1

2 magazines Corner, Shower Facilities, Information Monitor showing departing flights, Conference Facilities, Hotel reservation and Chauffeur service to drive passengers to the airport of destination. The possibility of offering any other category/service not expressly indicated must first be shared and authorized by ADR. For illustrative purposes only and without being limited to this, the sale of article/takeaway products is absolutely prohibited. The lounge is intended to host all passengers of carriers with whom the subconcessionaire will enter into specific commercial agreements, i.e. passengers who intend to purchase a ticket entitling them to gain access to the same in order to take advantage of the related services. In no event may the lounge be designed to provide assistance on an exclusive basis to passengers of a single carrier nor to display signs or logos that might indicate that the lounge is designed mainly for the benefit of one carrier in particular. ADR points out, in particular, that the VIP lounge and the related secondary facilities must be constructed in accordance with the law and with the project submitted to the company to accompany any subsequent Tender, as well as with the requirements set in the Subconcession Agreement yet to be entered into, under the full responsibility and wholly at the expense of the subconcessionaire. The proposed layout must optimise the surface area assigned as an entire area by maximising those areas to be used directly by the passenger. The VIP Lounge must be kept fully operational for the entire term of the subconcession relationship. On expiry of the same, the Lounge must moreover prove to be in keeping with the project submitted to and authorised by ADR. We would moreover point out that the signing of the Subconcession Agreement by the awardee will imply as far as the latter is concerned (i) an obligation to request all the authorisations and licenses necessary for the operational and commercial management of the VIP Lounge in the area described above and (ii) acknowledgement of ADR's entitlement to the fees indicated during the Tender process. ADR will receive and check the applications for participation in the Procedure provided for in this Notice with a view to identifying the parties that will be admitted to the final phase of the said Procedure. 2. Qualifications required for participation in the Procedure Tenderers who intend to submit an application for participation in the Procedure must, on pain of exclusion from the Procedure, have the required general and technical/financial qualifications hereinafter indicated, which ADR considers to be essential in guaranteeing the right and proper performance of the activities forming the subject of the Subconcession and the sustainability of the related offer for the entire term of the said Subconcession. In case of a newly-formed group, a declaration will have to be produced in which there is an undertaking, in case the group is awarded the contract, to form a temporary joint venture and in which the company designated as the authorised representative is named; this declaration serving as an undertaking will have to be signed by the representatives of all the companies that intend to be part of the temporary joint venture. Every individual company or group of companies may, for the purposes of attesting to the qualifications required as set out in Article 2.1, sub-paragraph a) and b) below, call where necessary upon the capacities of another party, irrespective of the legal nature of the connection to the same; in this case, it will have to produce at the same time as submission of the application for participation, on pain of exclusion, the following declarations and the following documents, both in its regard and in regard to the subsidiary company: a) a declaration from it attesting to the fact it can call upon the required qualifications as set out in Article 2.1, sub-paragraphs a) and b), necessary for participation in the public tender, with a specific indication of its own qualifications and those of the subsidiary company; b) a declaration signed by the subsidiary company attesting to the fact that the latter has the general qualifications required as provided for in Article 2.2 below and that it has both the qualifications that might be called upon and the resources that might be called upon; 2

3 c) a declaration signed by the subsidiary company in which the latter undertakes towards the tenderer and towards ADR to make available, for the entire term of the procurement contract, the required qualifications that the tenderer lacks; d) a declaration signed by the subsidiary company in which the latter attests to the fact that it is not participating in the public tender on its own behalf or as an associate or member of a consortium; e) an original or certified copy of the contract under which the subsidiary company undertakes towards the tenderer to supply the required qualifications and to make the necessary resources available for the entire term of the procurement contract. It is understood that the said contract must show fully, explicitly and comprehensively: i) the subject of the contract with an indication of the means/resources provided, ii) term, iii) any other information useful for the purposes of the qualifications to be called upon. f) where the qualifications of a company belonging to the same group are called upon, instead of the contract provided for in sub-paragraph e), the tendering company may submit a replacement declaration attesting to the legal and financial ties existing within the group, with a specific indication of the means and resources provided. In case of a joint venture, all the parties belonging to the tender partnership, however this is set up or is to be set up, will remain jointly and severally liable towards ADR. Where a subsidiary company is called upon, both it and the tenderer shall be jointly and severally liable towards ADR with regard to the services provided under the agreement. It is understood that it is not permitted, on pain of exclusion, for more than one tenderer to call upon the same subsidiary company, or for both the subsidiary company and the company that calls upon its qualifications to participate Required technical/financial qualifications Tenderers who intend to submit an application for participation in the Procedure must, on pain of exclusion, have the required technical/financial qualifications hereinafter indicated: a) be a company with share capital (in case of a temporary joint venture, this requirement will have to be met by all the companies participating in the joint venture); b) have held, over the last three-year period ( ), subconcession/lease or management agreements for at least 8 VIP lounges, each with a surface area of no less than 250 sqm, inside customs areas at at least 5 international airports. Documentary evidence of this will have to be provided pursuant to the first paragraph, indent ii) of Article 3.1.c below. Evidence will have to be provided moreover of the total turnover generated over the last three-year period ( ), with sole reference to the activities performed inside the aforesaid VIP lounges (in case of a temporary joint venture, an indication must be given of the extent to which the turnover was realised by the authorised representative, its being understood that the percentage represented by the latter may be no less than 60%) 2.2. Required qualifications of a general nature Every individual tenderer or group of tenderers that intends to submit an application for participation in the Procedure must moreover, again on pain of exclusion from the said Procedure, have the required qualifications of a general nature hereinafter indicated. More specifically, the following tenderers will be excluded from the Procedure: a) tenderers who are in a state of bankruptcy, liquidation, temporary receivership, extraordinary administration or arrangement with creditors, except for the case provided for in Article 186 a of Royal Decree No. 267 of , or in any other equivalent situation according to the legislation of the State in which they are established, or against whom proceedings aimed at the declaration of one of these situations are in course; who have submitted a certified recovery plan ex Article 67, c.3, sub-para. d), of Royal Decree No. 267/1942, or an agreement for the restructuring of the debt ex Article 182 a of the aforesaid Royal Decree No. 267/1942, or else find themselves, for whatever other reason, in a 3

4 state of suspension or cessation of the business activity or in any other equivalent situation according to the legislation of the State in which they are established; b) against whom, or against whose legal representatives and directors, a conviction that has become res judicata has been passed, or judicial measures for application of the penalty on request, pursuant to Article 444 of the c.p.p. [code of criminal procedure], have been issued on account of serious offences to the detriment of the State or of the Community that weigh upon their professional ethics, including offences of participation in a criminal organisation, corruption, fraud, money laundering, or on account of financial crimes, notwithstanding in any event the application of Articles 178 of the c.p. [criminal code], and 445, c.2, c.p.p.; c) against whom, or against whose legal representative and directors, prevention measures provided for by anti-mafia legislation or by other, equivalent national legislation have been imposed; d) who are not up-to-date with their obligations related to the payment of social security and welfare contributions for the benefit of employees, according to Italian legislation or the legislation of the State in which they are established; Furthermore, again on pain of exclusion from the Procedure: e) no tenderer may submit directly or indirectly, including through other companies belonging to the same group, more than one application to the same Procedure; f) tenderers who have submitted an application for participation, together with the other companies belonging to the same group, may not participate in the same Procedure indirectly, or through agreements or other relevant understandings with third parties; g) no tenderer may be in a situation of (formal and/or essential) control or association with other participants in the Procedure. For the purposes of this Procedure, the following are deemed to belong to the same group: (i) the holding company, controlled companies and companies under the control of one and the same person, pursuant to Article 2359 of the c.c. [civil code]; (ii) companies subject to the management and coordination of one and the same company or entity, pursuant to Article 2497 c.c. The existence of the situations portrayed in sub-paragraphs a), b), c), d), e), f) and g) above entails exclusion from the Procedure and, where this is positively identified even after the execution of the Subconcession Agreement, may entail the winding-up of the related relationship, as provided for in the said Agreement. 3. Terms and conditions for participation in the Procedure Every individual tenderer or group of tenderers that has the required qualifications as indicated in paragraphs 2, 2.1 and 2.2 above and that intends to participate in this Procedure must forward to ADR within the deadline hereinafter indicated, on pain of exclusion from the said Procedure, an Application for Participation drawn up in accordance with the sample attached to this Notice under letter "A" and containing the indication of the Procedure number, signed by the legal representative of each company (in case of a joint venture, the application for participation must be signed by the legal representative of each company that will be a member of the temporary joint venture yet to be formed) or by the holder of a special power of attorney granted by them, and who is provided with the necessary powers. 3.1 The following documentation must, on pain of exclusion from the Procedure, be attached to the Application for Participation: a) financial statements for the last three years of account ( ); where the party concerned is established in another State, equivalent documentation; b) an original copy of a valid certificate attesting to the company's registration in the relevant companies register, with an indication of all the members of the company bodies and of the related powers of representation. Where the party concerned is established in another State, equivalent documentation; c) replacement declaration, issued and signed by the legal representative of each tenderer, or by a person with special power of attorney, and equipped with the necessary powers, in the forms 4

5 provided for in Presidential Decree No. 445/2000 or other equivalent legislation, where the party concerned is established in another State: attesting to the fact that the company has the required qualifications as set out in paragraph 2.1, sub-para. a) and b) above, with, attached thereto (i) a report describing the activities performed at each airport to show the fact that it has the aforesaid qualifications, with an indication, in particular, of the individual VIP lounges managed, the type of services offered and the related turnover generated at each airport, and (ii) suitable documentation designed to prove that it meets the said requirements; where the party concerned is established in another State, the declaration issued in the forms provided for by the equivalent legislation must in any event attest to what is indicated above; attesting to the fact that the situations referred to in paragraph 2.2, sub-para. a), b), c) and d) above do not exist; where the party concerned is established in another State, the declaration issued in the form is provided for by the equivalent legislation must in any event attest to what is indicated above; attesting to: (i) the fact, where applicable, that the company belongs to a group and containing the related corporate information, including with reference to any shareholders' agreements related to the company participating in the Procedure or to the person that controls this company (or else, the absence of such shareholders' agreements) or to any contracts provided for in Article 2497 f of the civil code with as their subject the company participating in the Procedure or the person that controls this company (or else, the absence of such contracts); (ii) the fact that the situations referred to in paragraph 2.2, subpara. e), f), g) above do not exist; where the party concerned is established in another State, the declaration issued in the forms provided for by the equivalent legislation must in any event attest to what is indicated above; (iii) the fact that the company has all the qualifications required by law for participation in and for the performance of the activities provided for in this tender Procedure. Notwithstanding the obligatory nature of the submission of the declaration referred to in paragraph no. 3.1, sub-para. c) above, each tenderer may, for such purposes, draw up the said declaration using the sample provided for in the Annex under B to this Notice. Such declaration must in any event be produced on the Offeror s headed paper, initialled on each page and signed at the foot of the page by the legal representative or by a person granted special power of attorney by each tenderer, and provided with the necessary powers. 3.2 There must moreover be attached to the Application for Participation the documentation required in order to make the checks provided for by anti-mafia legislation currently in force, and more precisely, a certificate of residence or replacement declaration pursuant to Presidential Decree 445/2000 for the legal representative and other persons subject to the anti-mafia check provided for in Article 85 of Legislative Decree No. 159/2011. Each tenderer may draw up the said declaration by using the sample provided for in the Annex under C to this Notice. ADR shall have the full and final option of checking that what has been attested to and declared by tenderers is true and complete, including by asking the latter to produce, on pain of exclusion from the Procedure, any information and documentation designed to provide evidence of what has been declared and attested to. The declarations and documentation referred to above must, on pain of exclusion from the Procedure, be drawn up in Italian; the submission of any certificates, documents and declarations the original of which is drawn up in a language other than Italian must be accompanied by a sworn translation into Italian. Where the legislation of the State in which the tenderer is established does not provide for the documents and/or certificates required pursuant to this Notice, these may be replaced by a sworn declaration made before a legal or administrative authority, before a notary or before any other public official authorised to receive it based on the legislation of the State in which the tenderer is established. 5

6 4. Deadlines and terms and conditions for submission of the Application for Participation in the Procedure The Application for Participation in the Procedure, together with the documentation indicated in point 3 above, must be forwarded to ADR, on pain of exclusion, in a fully sealed envelope, countersigned by the tenderer's legal representative or by a person with special power of attorney, and equipped with the necessary powers. The outer part of the envelope must indicate the sender and show the following wording: "ADR 23/2016" selection Procedure published in "Il Sole 24 Ore", Financial Times and on Aeroporti di Roma's website (italian version on link and courtesy english translation on link on the 19 April 2016 for the assignment of a subconcession for an area intended for the construction and management of a VIP lounge at the Fiumicino "Leonardo Da Vinci" hub. The envelope containing the Application for Participation must be handed over and/or delivered to ADR by post, courier or other means of delivery that permits certification of the time and date of delivery, on pain of exclusion from the Procedure, by and no later than the peremptory time limit of 12:00 hours (Italian time) on 12 May 2016, to the following address: Aeroporti di Roma S.p.A., Records Office, Via dell Aeroporto di Fiumicino n. 320, Fiumicino (RM). Applications for Participation that are received after the aforesaid deadline will not be deemed to be valid, even if they are dispatched prior to the said deadline. To this end, the date of dispatch will have no bearing and solely the date and time of effective receipt of the envelope by ADR at the above-mentioned address will attest to and be proof of delivery. Envelopes handed over and/or delivered after the aforesaid deadline has expired will not be opened and will have to be collected by the tenderer. Similarly, Applications for Participation received at an address different to the one indicated above will not be considered to be valid and effective. The replacement/modification of the Application for Participation submitted is not permitted, nor is the submission of more than one Application for Participation. Any applications subsequently received from the same tenderer will not be taken into consideration. The handover and/or delivery of the envelope containing the Application for Participation is at the entire risk of the sender, with any liability on ADR's part being ruled out should the said envelope, for any reason, not reach the above-mentioned address within the deadline provided for. Parties admitted, in application of what is provided for in this Notice, to the subsequent phases of the Procedure will receive a letter of invitation to submit a tender - containing, in particular, the final procedural information necessary for the submission of the tender, together with the criteria for evaluation of the said tenders - to which will be attached the Draft Subconcession and the related General Terms and Conditions, which will govern the relationship between ADR and the subconcessionaire, together with the related annexes, including the technical ones. It is moreover specified that the completion by the tenderer of an on-site inspection of the premises forming the subject of the Subconcession is, on pain of exclusion from the Procedure, a condition precedent for the valid submission of the Tender. 5. Requests for clarification Tenderers may address requests for clarification to ADR, referring to Procedure No. ADR 23/2016, solely by to the address anzuini.m@adr.it. Requests for clarification absolutely must reach ADR by and no later than 15:00 hours on the 28 April 2016 and must contain an address for the tenderer. No reply will be made to requests for clarification received after the expiry of the deadline referred to above or to those that might prejudice the equal treatment of tenderers or, in any event, the Procedure. The replies to the requests for clarification, which will be published anonymously in the appropriate section of Aeroporti di Roma's website (italian version on link and courtesy english translation on link no later than on 5 May 2016, will constitute a supplement to the provisions that govern the Procedure and will therefore be binding on all tenderers. 6

7 6. Processing of personal data The processing of the data provided by tenderers shall be done in compliance with Legislative Decree No. 196/2003 and with the requirements set by the Data Protection Commission. The data controller is Aeroporti di Roma S.p.A.; the related data processor is the Real Estate Manager for the latter, whom the parties concerned may contact for any information whatsoever and in order to assert their rights as provided for by Article 7 of Legislative Decree No. 196/2003. Pursuant to Article 13 of the decree referred to, ADR would inform you that all personal data provided by each tenderer will be processed with the aid of paper and IT media and will be input and processed in ADR's databases solely for the purposes of permitting ADR to check and evaluate the applications for participation, the tenders and the related documentation and to implement the said Procedure. The processing of personal data will be characterised by lawfulness and honesty, in full protection of the tenderers' rights. The conferral of the data is mandatory in nature insofar as it is necessary for the purposes of achieving the objectives set out above. Pursuant to Articles 24, 26 and 27 of Legislative Decree No. 196/2003, it is not necessary for the Data Controller to acquire the prior consent to the processing of the party concerned that submits an application for participation and a tender, notwithstanding the obligation to provide the information note. The tenderer may exercise his right of disclosure, deletion, rectification, updating, supplementing and objection to the processing of the said data, in accordance with what is provided for in Article 7 of Legislative Decree No. 196/ Right and reservations. Applicable law and place of jurisdiction The publication of this Notice and the receipt by ADR of the Applications for Participation do not imply any obligation on the part of ADR towards the participants, nor shall it lead to the latter being able to assert any right against ADR. ADR reserves the option of interrupting or suspending the Procedure and/or of not proceeding with the assignment of the Subconcession, at its absolute discretion, and at whatever stage of progress of the said Procedure, without its being possible for the tenderers to assert any right, claim or action against ADR, including by way of compensation or indemnity. We would moreover point out that any kind of cost or expense incurred by the tenderer throughout the entire Procedure will in any event remain chargeable to the said tenderer. ADR reserves moreover any right, claim and action against the tenderer in case of the failure on the part of the latter to meet the obligations assumed as the result of the submission of the Application for Participation. ADR will not return to tenderers any document from among those submitted by the latter in the course of the Procedure. This Notice constitutes a simple request to submit an Application for Participation and not an invitation to tender, nor a public offering ex Article 1336 of the civil code, nor an investment incentive pursuant to Legislative Decree No. 58/98. This Procedure, together with the Application for Participation and all documents directly or indirectly connected with and/or consequent upon the same, are governed by Italian law. The Court of Rome will have exclusive jurisdiction over any dispute related to the Procedure. The text of this Notice is published on Aeroporti di Roma's website both in Italian and in English language, however it should be noted that the Italian version prevails over any other text, wherever published, even if in a foreign language Fiumicino, Aeroporti di Roma S.p.A. Real Estate Filippo-Maria Carbonari 7