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AIR INDIA LIMITED
Tender ref: AI/ENG/01 Date: 23.10.2019
Sub: Tender inviting quotations for the Technical due diligence
and Audit of the Aircraft documentation, Physical Aircraft
Inspection and Technical assistance for Data room related matters
for facilitating the ongoing disinvestment of AI and AIXL
Air India Limited (AI) is a scheduled full service airline,
wholly owned by the Government of India. Air India Express Ltd.
(AIXL) is a low-cost carrier and is a wholly owned subsidiary of
Air India Ltd. AI’s present fleet of 125 aircraft has a mix of
Boeing and Airbus aircrafts. AIXL’s fleet comprises of 25 Boeing
aircrafts. AI invites bids from experienced and reputed Aircraft
Asset Management companies for carrying out Technical Audit and
due diligence of its owned and leased fleet. This tender is in
Two bid (Technical & Commercial bid) system.
The Structure of the Tender Document is tabulated below:Page 1
of 36
TENDER ATTACHMENTS
S/N Particulars Annexure
1. Fleet type, numbers, bases and Workscope I
2 General Information for Bid submission and Disclaimer for the
Tender II
3 General Terms and Conditions III
4 a. Technical Evaluation criteria and Marking IV a
b.Commercial Bid Evaluation criteria IV b
5 General Information to be filled by the bidder and submitted
with Technical Bid V
6. Pre-Qualification (PQ) Criteria and Technical Bid Format ( to
be filled by the Bidder)
VI
7 Details of PREVIOUS TECHNICAL DUE DILIGENCE ASSIGNMENTS ( to
be submitted with Technical Bid)
VII
8 PROFILE OF Bidding Entity (to be submitted with Technical Bid)
VIII
9 Unconditional acceptance certificate-Undertaking to be
submitted by the Bidder along with Technical Bid
IX
10 Commercial Bid X
11 Integrity Pact (to be submitted duly signed by the bidder)-No
change in the Integrity Pact Acceptable
XI
12 Non Disclosure Agreement (NDA)-No change in the NDA
Acceptable XII
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1.The technical due diligence is to be carried out on the entire
fleet of AI and AIXL as listed in the Air Operators certificates
issued by DGCA. The details of the Fleet are as follows:
Fleet type and number of aircraft
Sr. No. Aircraft Type Engine Type Number of aircraft in
fleet
Base
Air India Aircraft
1 B-777 LR GE90-110B1L1 03 Mumbai
2 B-777 ER GE90-115BL 13 Mumbai
3 B-787 Dreamliner GENX-1B70,-1B67 27 Mumbai
4 B-747 P&W4056 04 Mumbai
5 A-319 CFM56-5B 22 Kolkata
6 A-320-214 CFM56-5B 09 Delhi
7 A-320-251N CFM56 Leap1A 27 Delhi
8 A-321 CFM56-5B 20 Mumbai
AIXL Aircraft
9 B737-800 CFM56-7B/7BE 25 Trivandrum / Mumbai
Table 1: Air India Fleet
Aircraft Type Owned Finance Lease
Sale & Leaseback
Dry Lease
Total Aircrafts
Operational Fleet
Wide Body
B777-200LR - 3 - - 3
B777-300ER 1 12 - - 13
B747-400 4 - - - 4
B787-800 6 - 21 - 27
Wide Body Total 11 15 21 - 47
Narrow Body
A320-214 (CEO) 4 - - - 4
A320-214 (CEO) - - - 5 5
A320-NEO - - - 27 27
A320 4 - - 32 36
A319-100 - - - 3 3
A319-112 10 9 - - 19
A319 10 9 - 3 22
A321 8 12 - - 20
Narrow Body Total 22 21 - 35 78
Total AI Fleet 33 36 21 35 125
Tender inviting quotations for the Technical due diligence and
Audit of the Aircraft documentation, Physical Aircraft Inspection
and Technical assistance for Data room related matters for
facilitating the ongoing disinvestment of AI
and AIXL
Scope of work with Fleet type and numbers with bases
Annexure I
2 / 36
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Aircraft Type Owned Finance Lease
Sale & Leaseback
Dry Lease
Total Aircrafts
Grounded Aircraft**
B747-400 1 1
B777 2 2
B787-8 4 4
A319 5 1 - - 6
A320 - - - - -
A321 5 2 - - 7
Total Grounded Aircraft
17 3 - - 20
** The actual number of Grounded aircraft (temporarily grounded
due short of engines/
landing gears and components) as on 23rd Oct 2019 which may vary
during the period of
execution of the assigned scope of work.
Table 2: Air India Express Ltd Fleet
Aircraft Type Owned Finance Lease
Sale & Leaseback
Dry Lease
Total Aircrafts
Operational Fleet
B 737-800 08 09 - 08 25
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2. Scope of Work for Technical Due Diligence and Audit
Sr. No Details of Work-scope
1
A. Technical Audit and Physical Aircraft Inspection i. 100%
Assessment of Aircraft Records and Documentation of aircraft fleet
of AI and AIXL
ii. 50% Physical Inspection of the condition of Owned and
Finance Leased aircraft – iii. Cross verification of aircraft
physical exterior and interior to the records (such as Dent and
buckle
chart, repair work orders and OEM communications) iv. Broad
assessment of the estimated expenditure and time projected to be
incurred for rectifying
any shortcomings identified as result of the Inspection and
audit.
v. In addition to the above, the work-scope should include
inter-alia the following and report on each items factual
information/data compiled : a. Review of Damage history records,
including actions taken by AI; b. Review of last C check records,
findings etc; c. Review of the AMP (Aircraft Maintenance Program)
and compliance to latest revision
status; d. Compliance status with respect to Mandatory AD
(Airworthiness Directives)’s and SB
(Service Bulletin)’s; e. Compliance status with respect to
Recommended AD’s and SB’s; f. Review Corrosion Maintenance Program
and history in this regard for each aircraft; g. Collect details of
all aircraft related hours / cycles / time limited items /
components with
cycles and time since last checks (dates upto which data
compiled to be stated for each aircraft and item) for such
compilation ;
h. Collect details of all other/minor modifications, if any.
2
Assessment of all Grounded aircraft i.Identification of the
reasons for the aircraft being on ground.
ii.Broad assessment of the estimated expenditure and the
projected time required to operationalize the aircraft on
ground.
iii.The assessment should include and consider, inter-alia, the
following and report on each items factual information/data
compiled: a. Review all the aircraft on AI and AIXL AOC (Air
Operator Certificate) b. Review the Certificate of
Airworthiness/Airworthiness Review Certificate (ARC) for each
grounded aircraft; c. Status of all maintenance activity checks
related to the grounded aircraft; d. Status of the Mandatory AD’s
and SB’s on the grounded aircraft; e. Status of Recommended AD’s
and SB’s on the grounded aircraft; f. Review of estimate for future
expenditure related to time limited items / components --
LLP status (Aircraft, Engine, Landing gear, APU).
3
Assessment of all Major Assemblies –
i. Cross verification of all major assemblies (Major assemblies
like Aircraft, Engine, Landing Gear and APU (Auxiliary Power
Unit)), with the physical status of availability vis-à-vis the
titled Airframe. ii. All records of all assemblies to be checked
for the Back to Birth tracing of all LLPs (Life Limited Parts) of
the Engines, Landing gears and APU. Also, the residual life for
each major assembly to be highlighted.
iii. The review should inter-alia include and consider the
following and report on each items
factual information/data compiled: a. Review of the Back to
Birth records; b. Review of ownership/lease/exchange arrangement of
each major item / component; c. Review of service history of each
major item/ component; d. Details of cycles and time since last
overhaul of Engines, Landing Gear and APU; e. Review of the Engine
LLP replacement at each shop visit (replaced with new or with used
LLP with
time remaining LLP’s; Review of the APU and Engines maintenance
agreements (Time & materials arrangement or power by the hour
arrangement)
4
Status of original title aircraft and major assemblies vis-à-vis
the current status/availability of these aircraft engines, landing
gear and APU installed in some other aircraft – so that the same
can be traced and reinstalled on the original aircraft.
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The financial estimates and timelines for restoring the major
assemblies with the titled Aircraft be projected and provided.
5 Engine Thrust Rating Verification – Thrust rating on each
aircraft type to be reviewed and reported
6 Maximum Take Off Weight (MTOW)- Verification of the current
MTOW, confirming the same as on aircraft delivery (MTOW for
aircraft taken on leased/owned).
7 Records Physical Verification- Review and physical
verification of the prescribed records (for major checks) for the
condition and completeness as per the requirements.
8
Records Review - Review of the aircraft records to make sure no
gap was left during the maintenance and
highlighting the same, if there is any such maintenance task
pending. During the records review, all AD/SB, MODs, EOs, LDND
(Last Done Next Due), Major Check History and Check forecasts to be
verified.
9
Review of status of compensation claimed vs. realized under the
Warranties; Review the aircraft and engine purchase agreements
having such standard provisions in line with best industry
practices. The assessment should include inter-alia the
following:
• Review of any specific delivery conditions and lessor
requirements and • Review of cost optimization procedures to
minimize redelivery payments and maximize receipts
10
Assessment of remaining useful life, historical usage and
maintenance performed on the owned and leased aircraft LLP parts
(Landing gear, aircraft engine and APU) and their present
condition. The assessment should include review of any specific
redelivery conditions and lessor requirements
11
Supplemental Type Certificates (STC) - All STCs embodied will be
verified for the effectiveness and completeness of records with RTU
(Right to Use) letters. Detailed Review of all STC’s, including the
ownership of the STC IP and implications for any retro fit
12 Mandatory modifications (SB/AD compliance) – The Technical
audit carried out to confirm status of
SB/AD’s due in the fleet and their estimated cost of compliance,
including ground time
13
Engines/APUs/Landing Gears/Parts in shop: A report with full
details of shop location, work-scope and
time since sent, to be presented for each Parts/units which are
presently in repair shops and yet to be
released
14
B. Review of Aircraft and Engines Lease Agreements
a. Review of the leased aircraft lease agreements and cash-flow
related to rent, maintenance and
reserves or compensation clauses;
b. review of the leased aircraft agreements -if they have
standard contractual provisions in line with best
industry practices.
c. Identification of major variations between lease agreement
requirements (including for maintenance
reserves) and the actual conditions of the aircraft.
d. The detailed assessment should include inter-alia the
following:
i. Detailed review and analysis of the lease re-delivery/return
conditions; ii. Review and evaluation of the maintenance buy out
(MBO) clause if one exists;
iii. Review of Maintenance Reserve payments or guarantees (e.g.
L/C) if any; iv. Review lease contractual conditions for Mandatory
AD’s and SB’s, and compliance with same v. Detailed review of the
current cycles / hours / time aircraft data and based on these
operational
levels, advise best estimates of these factors at end of
lease
15
Maintenance reserves – i.Review of Maintenance Reserve payments,
where applicable
ii.Estimation of the end of lease payment for “burnt life” of
airframe and engine where cash MRs not paid.
iii.Forecasting future maintenance
requirements/expenses/liabilities involved.
The detailed assessment should include inter-alia the following:
a. Review of maintenance reserve reconciliation mechanism in the
lease; b. Review of any maintenance agreements in respect of
airframe / engines /
APU’s / components vis-à-vis MRs for such items; c. Review and
evaluate the implications of the maintenance buy out if it exists;
d. Review of the current cycles / hours / time aircraft data and
based on these
operational levels, advise best estimates of these factors at
end of lease with a view to minimizing reconciliation pay-outs.
16
Review of the Lease return conditions as per Lease
Agreements-Return conditions of leased airplane – i. The estimated
cost of satisfying the redelivery conditions as agreed in the
executed lease
agreement to be mapped and highlighted.
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Note: 1. The bidder is required to conduct the Technical Audit
and related activities as indicated in detailed
work scope at para 2 above and will submit Technical bid in a
sealed envelope Super scribed as “Technical Bid” confirming
compliance to the tender requirements and documentation to be
submitted therein.
ii. The lease agreement to be evaluated if an early termination
is available so that it can be aligned
with the maintenance checks.
iii. Review and analysis of the lease delivery conditions
including evaluation of buyout conditions, if
any
17 C. Provide detailed technical due diligence data room info
list and assistance in setting
up technical data room
18
Responding to queries of Air India (AI), Government of India
(GOI), Transaction Advisor (TA) to GOI for the disinvestment of AI
and potential bidders of AI on technical aspects. This should
include inter-alia the following:
a. Advise structure of the Data-room according to aircraft type
/ ATA chapter etc. to facilitate ease of location and access for
data;
b. Common and consistent file naming nomenclature; c. Establish
and maintain a database of all queries and their responses,
available to all; d. SLA for responses to all queries according to
criticality and time criteria; e. On call service to answer queries
to be manned by a dedicated technically skilled manpower; f.
Prepare presentation on the report/ report findings and g. Detailed
handover of all documentation etc at project completion
19
Manpower: i. The Team Leader and Team Members deployed for Air
India assignments should be having
required skills and technical experience of airline assignment.
ii. They would be deployed and based at locations in India as per
the requirement of carrying out
work scope under this tender. iii. The bidder will be
responsible for the requirements/compliance relating to their
positioning in
India and travel/boarding lodging in India for the entire period
of contract. iv. The rates quoted in the Commercial bid at
Annexure-X for related services should be inclusive of
all such expenses projected to be incurred for the assignments
during the contract period. v. The above requirement would be
mandated for data room related activity also and a dedicated
technical skilled person should be positioned at data center and
available for attending to calls/queries on technical issues as
indicated at Sr.No.17 of C. of Annexure-I.
vi. Air India may require change of manpower in case of
unsatisfactory performance. vii. As the location of aircraft for
physical inspection will be in security restricted area, the access
of
the deployed manpower of the bidder will be facilitated by Air
India.
20
i. The Bidder, as part of the evaluation of the Technical bids
as indicated at Note of Annexure IV (a), would be required to make
power point presentation before Air India representatives at
Airlines House, Air India Headquarters, Delhi on date and time to
be advised separately to each Bidder Applicant.
ii. The proposed presentation is required to cover a description
of the approach, methodology and work plan for performing the
assignments covering following broad areas:
a. Technical Approach and Methodology, b. Work plan, and c. Team
Details.
iii. Authorized Representatives of Bidder shall be allowed to
bring along them not more than 3 (three) participants for the power
point presentation; and would bring their own computers/laptops
etc.
iv. The Presentation should include the details and work-scope
as per the Technical bid requirements. v. The evaluation of the
presentations will be done by Air India’s management team.
vi. The evaluation will depend on the content and quality of
Bidder presentation submissions before the team and average of the
total marks assigned by each member of the AI team post
presentation shall be considered for Technical evaluation.
vii. Bidder need to submit Hard copy of presentation with
Technical Bid to Air India. Soft copy will be submitted to AI after
the presentation.
viii. Presentation to Air India Team during Technical Evaluation
will be on Bidder Applicant’s own costs.
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2. Bid submitted for part of the fleet i.e. partial bids, would
stand rejected
3. The technical reports will be presented in mutually agreed
formats and will be submitted in hard as well as soft copies with
records digitized.
For AIR INDIA LIMITED
(Arun Kumar Bansal)
Executive Director – Engg, Air India New Delhi, India.
Email address: [email protected] Ph.No.
011-23421280/81/82
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mailto:[email protected]
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Annexure-II General Information – The Tender for Technical due
diligence and Audit of the Aircraft documentation, Physical
Aircraft Inspection and Technical assistance for Data room related
matters for facilitating the
ongoing disinvestment of AI and AIXL
Sr. No. Description Details
1. Tender enquiry No. and Date AI/ENG/01 dated 23/10/2019
2. Brief Description of requirement To provide Technical due
Diligence on AI and AIXL
3. Address for submission of bid
Office of the ED(MM), Materials Management Department,
Safdarjung Airport,, NewDelhi-110003
4. Date of issue of Tender enquiry 23/10/2019
5. Last date and time of Submission of bids
21/11/2019 upto 2:30 pm IST
6. Date and time of opening of Technical bid
21/11/2019 at 3:00 pm IST
7. No. of envelopes to be submitted
Envelope 1. Technical Bid Envelope 2. Commercial Bid Envelope 3.
Master envelope Both the technical and Commercial bid must be
sealed in a Master envelope. Tender enquiry no.AI/ENG/01 dated
23/10/2019, must be mentioned on each envelope.
8. Earnest Money deposit
Amount Rs.2,00,000/- (Rs. Two Lakhs Only) Or USD 2,500 only.(Two
thousand five hundred US Dollars only)
DISCLAIMER
The information contained in this TENDER or subsequently
provided to applicant(s)/bidder(s) whether verbally or in
documentary or any other form by or on behalf of Air India, is
provided to the applicant(s)/bidder(s) on the terms and
conditions set out in this TENDER and such other terms and
conditions subject to which such information is provided.
The purpose of this TENDER is to provide interested parties with
information that may be useful to them in making their
technical and commercial offers pursuant to this TENDER.
While the document has been prepared in good faith, no
representation or warranty, express or implied, is or will be
made,
and no responsibility or liability will be accepted by Air India
(AI) or any of its employees, in relation to the accuracy or
completeness of this document and any liability thereof is
expressly disclaimed. No contractual obligation on behalf of
Air
India, whatsoever, shall arise from the offer process unless and
until a formal contract is signed and executed by duly
authorized officers of Air India and the bidder.
Air India make no representation or warranty and shall have no
liability to any person, including any applicant or bidder
under any law, statute, rules or regulations or tort, principles
of restitution or unjust enrichment or otherwise for any loss,
damages, cost or expense which may arise from or be incurred or
suffered on account of anything contained in this TENDER
or otherwise, including the accuracy, adequacy, correctness,
completeness or reliability of the TENDER and any assessment,
assumption, statement or information contained therein or deemed
to form part of this TENDER or arising in any way in
the bidding process.
Air India also accepts no liability of any nature whether
resulting from negligence or otherwise howsoever caused arising
from reliance of any applicant or bidder upon the statements
contained in this TENDER. AIL reserves the right to cancel
the tender, if so desired, at any stage without making any
reference to the Bidder(s).
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This tender is governed by the following terms and conditions.
Bidders are requested to note the same and comply with the same
wholly and un-conditionally, without any deviations.
Sr. No. Terms and Conditions
1
a) Bidders must submit their bids in hard copy only, duly signed
by the authorized signatory. b) Bids received through fax and / or
through e-mail will not be considered. c) Tenders received late,
delivered at an address other than as specified in the tender, or
delayed in
transit will not be accepted irrespective of whether the delay
has arisen on account of the delivery system, i.e. Postal, courier,
etc.
d) Tenders that are incomplete are liable to be rejected. e)
Tenders should be duly signed and stamped on every page by an
authorized signatory of the bidder. f) The price quoted should be
clearly typed / written in figures and words, free from corrections
or
overwriting. Corrections, if any, must be authenticated by the
full signature of the person who has signed the quotation.
g) No Sub-contracting would be allowed and the bidder would be
required to deploy its own resources and skilled manpower to
provide the required services under this contract.
h) All financial offers submitted should be in either USD
(United States Dollars) or INR only. However, for quotes in USD,
SBI TT Selling rate for USD prevailing on the date of opening of
the financial bids shall be taken into consideration for financial
bid evaluation and arriving at the L-1 rates.
i) Conditional discounts, if any, shall not be given any
consideration for purpose of L-1 identification. j) AIR INDIA
LIMITED reserves the right to reject in whole or part any bid
without assigning any reason
whatsoever. k) The offers should be valid for acceptance by AIR
INDIA LIMITED for a minimum period of 180 days
from the date of closing of the tender. l) All information
related to the price to be quoted by the Bidder should be given
only in the format
of Commercial bid provided in the tender(Annexure-X). m) During
the course of evaluation of bids AIR INDIA reserves the right to
ask for
clarifications/documents from the bidders and in case any
discussions are required with the Bidder during the course of
evaluation of the technical bids to clarify issues that cannot be
resolved otherwise through emails, telephone calls, etc. the same
would be held at New Delhi on dates that are mutually convenient to
the Bidder and-AIR INDIA LIMITED. The Bidder would have to depute
their personnel to New Delhi for this purpose at their expense.
n) Commercial Bids of only those Bidder, who are found suitable
on the basis of evaluation of their technical bids based on
compliance of evaluation criteria at Annexure IV & VI, would be
opened, and accordingly such Bidder would be intimated in advance
by e-mail the date of opening of the Commercial bids.
2
Earnest Money Deposit (hereinafter referred to as “EMD”) (a) An
Earnest Money Deposit of US$ 2,500 (USD Two thousand five hundred
only)or equivalent in INR
200,000 (INR Two Lakhs only)must be submitted by means of a Bank
Draft or Banker's Cheque in favor of Air India Limited, payable at
New Delhi, and should be submitted along with the technical bid. In
the case of remittance of EMD through wire transfer, proof of
remittance is to be submitted along with the Technical Bid. No
other mode of payment is acceptable.
(b) Those Bidders who wish to remit the EMD through wire
transfer should do so in accordance with the following:
State Bank of India New Delhi Main Branch, Sansad Marg, New
Delhi 110 001, INDIA Account No.11084278194 SWIFT No. SBININBB104
IFSC – SBIN0000691 Beneficiary: Air India Limited Airlines House,
113, Gurudwara Rakabganj Road,
Tender for Technical due diligence and Audit of the Aircraft
documentation, Physical Aircraft Inspection and Technical
assistance for Data room related matters for facilitating the
ongoing disinvestment of AI and AIXL
General terms and Conditions
Annexure III
9 / 36
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New Delhi 110 001, INDIA (c) EMD (through Bank Draft / Banker’s
Cheque), or proof of remittance of the EMD (in case of
remittance through wire transfer), must be submitted along with
the technical bid. (d) EMD will not carry any interest. (e) EMD in
respect of the successful bidder will be adjusted against Security
Deposit (as defined
hereinafter). (f) EMD in the case of unsuccessful bidders will
be refunded to them without any interest, within 2
(two) months of award of the contract to the successful bidder.
The refund of EMD shall be in the form of an account payee
cheque/bank draft or wire transfer in favour of the unsuccessful
bidders. Complete bank details may be provided for refund of
EMD.
(g) EMD will be forfeited as pre-estimated damages without
prejudice to any other right or remedy that may be available to AIR
INDIA under the Tender or the Agreement or otherwise, under any of
the following circumstances-
i. in the event of an applicant/bidder withdrawing or modifying
his Bid after opening of the Commercial Bid and till completion of
the tender process, i.e. till the signing of Agreement, and /
or
ii. In the event of the applicant/bidder, who has been selected
for Agreement, declining to honor the same or to furnish the
Security Deposit or Performance Bank Guarantee.
iii. In case the successful bidder, having signed the Agreement,
commits any breach thereof prior to furnishing the Security Deposit
or the Performance Bank Guarantee.
3
Security Deposit: 5% of the Contract value will be required to
be deposited by the successful bidder within 10 days of signing the
Contract/LOI whichever is earlier.
4
Contract / Agreement: A contract / agreement will be signed
between AIR INDIA LIMITED and the successful bidder based on the
work scope & the contract terms and conditions that would be
finalized with the successful bidder. The draft contract will be
submitted by the bidder following the issue of a Letter of Intent
(LOI) by AIR INDIA LIMITED, and the contract to be finalized and
signed within 30 days from signing of LOI after due vetting of the
draft by AIR INDIA LIMITED. However, the work can commence by the
successful bidder after issuance of the LOI by Air India. The Time
line for submission of report shall start from the date of issuance
of LOI
5 The price offered by the bidder, which is approved and based
on which the LOI / Contract would be issued on the successful
bidder, would remain firm till completion of the period of
contract/agreement. No request for any increase in price under any
circumstance would be considered.
6 Penalty Clause: For delay in rendering the services as per the
stated terms, Air India reserve the right to impose a penalty @0.5%
per week, of the total value of the contract subject to maximum of
10% of total value.
7
Invoicing details: The invoice would be raised by the successful
bidder, after completion of the assigned work which should contain
the details of the work carried out and submitted to the office of
ED(Engg), Air India Limited, for verification and certification
action. The invoice should be accompanied by a copy of detailed
Audit Report/summary/conclusion to be submitted to the office of ED
(Engg), Air India Limited.
8
Taxes a. Each party shall be responsible for taxes in the
jurisdiction of their declared tax
residency and the below are the provisions for the taxes in
India which shall be applicable to the transactions under the
work-scope of this tender.
b. The liability of Indian taxes under the Indian Income tax
laws such as With-holding Tax-Tax deduction at source (TDS) (at the
tax rates applicable under Indian Income Tax Act) for the Services
and other charges are required to be borne by the Bidder. For such
TDS deducted, certificates to be available/provided as per the
Indian Income tax laws, to the bidder awarded the contract, for
obtaining such tax (TDS/WHT) credit.
c. In case of the non-resident bids requiring payments for the
agreed charges/fees “net of applicable Indian taxes” with AI to
bear the applicable Withholding tax under Indian Income tax laws
thereby increasing the related expenditure for AI, the Financial
Bid of such bidders will be loaded for the financial evaluation
purposes by the applicable
10 / 36
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Withholding taxes under Indian Income tax Act with consideration
given for the applicable provisions under the income tax rates or
under the Double Taxation Avoidance Agreement (DTAA) of such a
country for which the foreign/non-resident bidder has been
established as tax resident of such jurisdiction.
d. Thus, all foreign bidders will be required to provide the Tax
residency certificates and other tax related
declarations/documentations needed under the Indian Income tax law,
i.e. Form 10F, No Permanent Establishment (PE) Certificate and
Indian PAN for allowing the benefits of the tax rates under the
DTAA.
e. Since the technical audit would entail physical inspection of
aircraft and records in India which will be the place of provision
of the scoped services, the other applicable tax i.e. Indian GST
shall be applicable on the entire gamut of such services.
f. For the bidding entity having the required GST registration
in India, the GST shall be applicable during the tenure of the
contract and the services provider is expected to invoice and
deposit GST in India. However, in the case of non-resident
non-registered foreign vendors, these taxes may still apply,
considered the place of provision of services based in India, on
reverse charge deeming provisions which may require Indian service
receiver i.e. AI, to compute and deposit these applicable taxes on
behalf of the foreign service provider.
g. The GST being indirect tax liability, there is no distinction
between the service providers (Indian vs Foreign) with regard to
applicability of the provisions of these taxes as the supply of
services would be provided and construed as delivered in India
only. Subject to the applicable GST provisions under the relevant
legislations as existing during the time of contract, the selected
bidder may be eligible for being set-off for input credit, as such
no loading for these taxes to the financial bids considered for
financial evaluation.
h. Specific detailed applicable provisions on taxes in India,
including registration of service provider under the relevant laws,
would be elaborated and incorporated in the contract with the
selected bidding entity for mitigation of such tax liabilities with
the selected bidder, subject to the bidder providing all the
required registrations and documentation required from it.
9
Mode of Invoice payment & payment terms: Payment will be
made through ECS mode or by cheque, if ECS is not available /
possible. Kindly provide the following information :
Account Name Name of the Bank Branch Name Account Number Bank
Code / MICR No. Swift Code No.
Note: (1) A photocopy of a cancelled cheque is to be enclosed by
the bidder along with their Technical bids for verification of the
above details. (2) The EMD amount will also be refunded to the
above account of the bidders. Payment: No advance payment will be
made. The payment would be made within 60 days, from the date of
submission of invoice to Air India. In case bidder requires earlier
payments such bids shall be loaded for Financial evaluation purpose
@ 18% per annum on pro-rata basis. Any amounts disputed between the
successful bidder and Air India would be held back and the same
would be released after settlement of the dispute, to be decided by
the office of ED(Engg), Air India Limited, such decision to be
acceptable to the selected bidder.
10
Grounds for Rejection of bids: The bids are liable to be
rejected forthwith, i.e., without being evaluated, on the following
grounds:
(a) If the tender has been received after the closing date /
time of the tender.
11 / 36
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(b) If only the Technical bid has been received and the
Commercial bid has not been received, and vice versa.
(c) If the tender has been received by email, open condition or
fax instead of in separate sealed / closed covers.
(d) If the tender has not been signed by the authorized
signatory of the tenderer. (e) If the technical bid has been
received without EMD, or proof of wire transfer (in the case of
remittance by wire transfer), or the EMD has been submitted in a
mode other than as specified in the tender.
(f) If the Integrity Pact at Annexure XI is not signed and
submitted in the Technical bid.
11
Arbitration: Any dispute arising between the parties in respect
of the construction, interpretation, application, meaning, scope,
operation or effect of this document, or the validity or breach
thereof, shall first be settled by mutual consultation. If the
dispute remains unresolved after a period of 90 days from the date
when the mutual consultation has started, the matter shall be
referred for settlement to the 'SCOPE FORUM OF CONCILIATION AND
ARBITRATION', Govt. of India, and the award made in pursuance
thereof shall be binding on the parties. Any other mode /
methodology of arbitration will be done with mutual consent /
acceptance.
12 Exit Clause/ Termination Clause / Disqualification of
bidders:
13
a. In case of unsatisfactory performance or breach of any of the
clause of the contract, AIR INDIA would issue a notice of 10 days
to the service provider to rectify the breach and improve the
performance failing which AIR INDIA shall be at liberty to
terminate the agreement by providing 15 days written notice to the
service provider. The service provider shall not have any right to
dispute or question the judgment of AIR INDIA of unsatisfactory
performance of the service provider.
b. Notwithstanding the above, AIR INDIA shall also be at liberty
to terminate the agreement for any reason including change in the
situation / circumstances, etc by providing the service provider a
15 days written notice.
c. The Successful Bidder shall have a right to terminate this
Agreement after giving a 30 days advance notice to AIR INDIA, of
its reasons for termination. In such an event, the terminated party
shall have no right to claim compensation / damages etc. from AIR
INDIA on account of early termination. During this period of 30
days, AIR INDIA and the Successful Bidder, may initiate discussions
for purpose of resolution of the said reasons. In the event a
resolution is achieved by AIR INDIA and the Successful Bidder, the
Contract shall not be terminated and the Successful Bidder shall
provide the Services, in the same manner, as it was providing prior
to such notice of termination. For the avoidance of any doubt it is
hereby clarified, that the Successful Bidder during the aforesaid
notice period shall continue to provide the Services, till the
termination, in the same manner, as it was providing prior to such
notice of termination.
d. In case it is found, either during the course of transaction
at any time before the award of assignment or after execution
during the period of subsistence or after the period thereof, that
one or more terms and conditions laid down in this request for
proposal has not been meet by the bidder or the bidder has made
material misrepresentation or has given any materially incorrect or
false information Air India shall have the right to forthwith
terminate and engagement or disqualify the selected bidder, if not
yet engaged.
e. Any form of canvassing/lobbying/exercise of
influence/cartelization etc. by the bidder/s will result in
disqualifications of such bidders.
14
Cost of bidding: The specified bidders shall bear all the cost
associated with the preparation and submission of its bid and Air
India will not be responsible or liable for these costs regardless
of the conduct or outcome of the bidding process.
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15
Modification and withdrawal by Bidders: i. Bids once submitted
will be treated as final and no further correspondence will be
entertained in
this regard. No bid will be allowed to be modified after the
submission of bid. ii. No bidder shall be allowed to withdraw the
bid once submitted.
Amendments by Air India on Tender requirements. i. AI will have
the right to amend the tender specifications as may be considered
required.
ii. Such amendments would be notified on the AI website. iii.
Generally such amendments, based on clarifications of potential
bidders or suo-moto as per AI
decision, are notified upto/before 7 days of the tender
submission closing date.
16
Accountability of bidders: i. All the responsibility indicated
in Scope of work at para 2 of Annexure-I and any other activity
that the bidder is required by Air India to perform needs to
carry out diligently in timely manner with full accountability and
responsibility by the bidder or his representatives.
ii. Without prejudice to any other clause mentioned in the
tender, the successful bidder has to complete the assignment and
submit the duly signed technical due diligence report/detailed
Audit report along with analysis and supporting documents relied
upon within eight (08) weeks from the date of award of
LOI/Contract.
iii. In the event, the successful bidder does not complete the
assignment within the prescribed time line, the applicable penalty
as indicated at Sr.No.6 above, will be applicable for delays in
submission of report. The contract/award letter will have the
details of Service Level Agreement (SLA).
iv. The diligence/Audit Report must be submitted in hard as well
as soft copy with digitization of the Aircraft records.
v. Under no circumstances the successful bidders (including for
reason of disputed withheld payments) can delay/with-hold sharing
of the report as part of this obligation for compilation of the
assignment.
vi. The Successful bidder and its employees must not share any
information on the findings with anybody except the authorized
representatives of Air India. Bidders must agree to the attached
NDA (Non Disclosure Agreement at Annexure –XII)
vii. In addition to the applicable Penalties, Air India reserve
the right to terminate the contract and proceed with award it to be
next ranked bidders, cost of such changeover would be upon such
defaulting bidder.
viii. In case of any differences/dispute relating to this tender
and the matters arose and connected with this tender, the bidders
shall make representation to the Air India seeking clarification
prior to their bid submission and the decision of the Air India
(ED-Engineering) on any or all points raised by the bidders shall
be final and binding on the bidders.
ix. The bidder shall be the principal employer of its employees
and shall be vicariously liable for all the acts, deed or things
whether the same is within the scope of power or outside the scope
of power, vested under the engagement letter to be issued under
this tender. No right of any employment shall accrue or arise.
17 Jurisdiction: Any dispute what-so ever, shall be subject to
the jurisdiction of the Courts of New Delhi, India only.
18
a. Confidentiality i. The information contained in this document
is confidential. The Bidder shall not share this
information with any other party.
ii. The information contained in this tender or subsequently
provided to Bidder(s) whether verbally or in writing by or on
behalf of the Company shall be subject to the terms and conditions
set out in this tender and any other agreement/ contract to be
executed by Air India Ltd. Declaration to be submitted as per
Format, Annexure – XII.
b. Non Compete: The agency submitting their bids is required to
submit a self declaration duly
signed by the CEO/Head of the bidding entity confirming that
they are not associated/contractually obligated directly or
indirectly engaged currently/shortlisted for future, in any similar
assignments with any competing Airlines of Air India/AIXL in
India.
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19
Fall Clause-The prices charged for the services supplied under
the Contract should under no event be higher than lowest prices at
which the party sells the items of identical description to any
other Airlines/Govt. organisation/PSUs/Central Govt/State Govt.
during the period of contract failing which the “FALL CLAUSE” will
be applicable. In case, the price charged by the bidder is more,
the selected bidder will provide an Undertaking providing AI to
exercise the right to recover the excess charged amount from the
subsequent unpaid bills/security deposit.
For AIR INDIA LIMITED
(Arun Kumar Bansal) Executive Director – Engg, Air India
New Delhi, India. Email address: [email protected]
Ph.No. 011-23421280/81/82
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mailto:[email protected]
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Annexure-IV (a)
TECHNICAL EVALUATION CRITERIA AND MARKING SYSTEM
1. The technical bids received against this tender would be
evaluated according to the following criteria:
2. The technical scoring of the proposals will be as per the
following criteria:
Sr. No.
Parameter
Max. Total
Marks for Each Criteria
Criteria Marks
1
The Bidder must be a professional
firm having experience of Aircraft
Maintenance /Planning/ Technical
Services including technical
documents and Technical Audit/due
diligence for at least 05 years (as
covered in the scope of work) to
airlines /aircraft lessor/ or financial
institutions funding aircraft purchase.
Documentary evidences in support of
above experience to be provided.
30
Firm to have an experience of 10 years as indicated at
parameter.
20
Additional five marks for every additional five years of
experience subject to maximum of 10 marks
10
2
The bidder should have handled a minimum of 5 (five)
transactions, of Airlines and should have conducted Technical Due
Diligence of such number of transactions in the last five years as
on 30.09.2019 Documentary evidences including undertaking at
Annexure-VII in support of above experience to be provided.
20
Experience of handling atleast 5 transactions as indicated at
parameter.
10
Additional two marks for handling similar assignments subject to
a maximum of 10 marks
10
3
The bidders will make a Presentation before AI management as per
Sr.No.20 of Para 2 of Annexure-I containing workscope for the
technical due diligence audit and related assignments. Submit
Advance copy (hardcopy with the technical bid) of the Presentation
containing approach, methodology for carrying out the work-scope
assignments to be evaluated based on physical presentation before
AI management team and the marks to be assigned post-presentation
for technical evaluation determination.
20
Sr. No.
Criteria Max
Marks
1 Work scope key requirements captured in presentation
5
2
Quality of approach and methodology proposed for different parts
of assignment
5
3
Timeline of deliverables with weekly/ monthly breakup
activities
5
4
Benchmark of private domestic & international carriers
and
5
20
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handholding capabilities
TOTAL Marks 20
4
Applicant having key Team Members having 5 or more years of
experience in Aircraft Maintenance/Planning/Technical Services
including technical documents and Technical Audit/due diligence and
in successful completion of technical due diligence assignments
with respect of scope work and who are offered to Air India under
this tender. Documentary evidences in support of above experience
to be provided.
10
3 key personnel
05
1 mark for each additional key personnel above 3, subject to
maximum of 5 marks
05
5
Team Leader offered to Air India assignment to have an
experience of 10 years in Aircraft Maintenance/ Planning/ Technical
Services including technical documents and Technical
Audit/due diligence and in successful completion of technical
due diligence assignments with respect of scope work Documentary
evidences in support of above experience to be provided.
20
Team leader of key personnel to have an experience of 10
years
10
5 mark for each additional key personnel of the rank of Team
leader above 1 subject to maximum of 10 marks
10
TOTAL MARKS 100
Note:
a) The compliance to the above criteria would require
documentary evidences as indicated against each criteria and the
PQs as stated at Annexure –VI.
b) All the bidders scoring minimum of 70% marks out of 100 marks
as per above, would be considered as technically qualified.
c) Bidders shall be intimated by email with regard to date,
time, venue and other details for the presentation to be made by
Bidder Applicants.
d) The commercial bids of only those bidders would be considered
for evaluation, who are declared as technically qualified and those
who have scored 70 % or above marks out of 100.
e) The assignment of markings done by the Air India Technical
Evaluation team would be based on the declarations provided by the
bidder correlated with the verifiable supporting documentary
evidences provided by the bidder. Such evaluation scores would be
final and binding on the bidder.
f) Air India Ltd. reserves the right to inspect the office of
the bidders as required, in order to assess their infrastructure,
competence, capability to provide the services and verification of
original documents as a part of the technical evaluation
exercise.
The Commercial bid which emerges as the lowest amongst all
technically qualified bids would be declared as the successful
bidder. L-1 offer after Commercial bid evaluation would be
considered for the award of LOI / Contract.
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The bidder must submit unconditional and unambiguous compliance
confirmation (Annexure-IX) to all the terms and conditions
stipulated in this tender enquiry.
For AIR INDIA LIMITED
(Arun Kumar Bansal) Executive Director – Engg,
Air India Ltd. New Delhi, India.
Email address: [email protected] Ph.No.
011-23421280/81/82
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mailto:[email protected]
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Annexure-IV (b)
COMMERCIAL BID EVALUATION CRITERIA
Bidder is required to submit commercial/price bids in a SEALED
ENVELOP in the commercial bid format at Annexure-X as under:
I. To be submitted in Sealed Envelope Super scribed with
“Commercial Bid” a) Technical Audit Physical Inspection to be done
on sample basis wherein under each Aircraft
category, physical Inspection of 50% of total owned/finance
lease aircraft in that category (subject to at least one Aircraft
in each category) to be undertaken.
b) However, 100% aircraft records and documentation for all
owned & Leased Aircraft of AIL and AIXL have to be reviewed and
inspected mandatorily and report for Technical audit prepared
accordingly.
c) Bids for the other work-scoped items at Section B (Lease
Agreements review) & C (Data Room management for Technical due
diligence) of Annexure-I i.e. Sr. Nos. 14 to 18 to be submitted in
the Commercial bid format separately.
II. The lowest aggregated total amount of bid from “A to D” of
the Commercial bid at Annexure-X would be evaluated as the L1
bid.
III. All foreign bidders will be required to provide the Tax
residency certificates and other tax related
declarations/documentations needed under the Indian Income tax
law, i.e. Form 10F, No Permanent Establishment (PE) Certificate and
Indian PAN for allowing the benefits of the tax rates under the
DTAA.
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1 Name of the Firm Submitting the Bid.
2 Bidding entity’s registration details
3 Name of the Contact Person & Designation
4 Contact Details of the person (Tel No. & Email
address)
5 Bidder Office Address
6 Office Name & Address
7
Annual turnover of the Bidder in the preceding 03 financial
years i.e. 2016-17, 2017-18, 2018-19. Documentary proof to be
provided a Certified Financial Statements duly audited, Copy of
Income Statement,
Year---------------
Year---------------
Year---------------
8
Details of existing/previous clients such as airline or allied
sectors/GOVERNMENT or PSU for providing services indicated in the
scope of work. Please submit proof of such experience by way of
signed/certified copies of Contract/Agreement
9 Details of EMD Submitted
10
Whether the bidder fulfills the requirement of minimum average
Annual Turnover of Rs. 5 crores/ USD 1M for foreign bidders in last
3 financial years. A certificate current dated from the Statutory
Auditors to be submitted along with the Technical Bid
YES / NO
11 A certificate of unconditional acceptance of all terms and
conditions of the tender should be submitted on the bidders letter
head in the format given at Annexure – IX.
YES / NO
Technical due diligence and Audit of the Aircraft documentation,
Physical Aircraft Inspection and Technical assistance for Data room
related matters for facilitating the ongoing disinvestment of AI
and AIXL
General information Details to be filled by the bidder in
appropriate columns and the same to be included in
the Technical Bid
Annexure V
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12 Signed Integrity Pact( Annexure –XI) submitted along with the
bid.
YES / NO
NOTE: In case the columns provided above are insufficient,
additional sheets may be used to furnish complete information in
support of the proposals submitted by the bidders.
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of M/s _____________________________
Signature : ____________________ Name : ____________________
Designation : ____________________ Company Seal :
____________________
Date : ____________________
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SN Required details for Technical Evaluation Condition for
compliance Compliance
(by the bidder)
1
The Bidder must be a professional firm having experience of
Aircraft
Maintenance/Planning/Technical Services including technical
documents and
Technical Audit/due diligence for at least 05 years (as covered
in the scope of
work) to airlines /aircraft lessor/ or financial institutions
funding aircraft loans
MUST
YES / NO
2 The bidder must have completed at least one of above
assignments in last five
years of an airline , having a fleet size of at least 20
(twenty) aircraft.
MUST YES / NO
3
The bidder must have an average Annual turnover of not less than
Rs. 5 Crores / USD 1M for foreign bidder in the preceding 3
financial years i.e 2016-17, 2017-18 and 2018-19. In case the
bidder follows Calendar Year, the details for last 3 years i.e.
2016, 2017 and 2018 to be provided. Financial reports be submitted
along-with your bid to support the same.
MUST
YES / NO
4 Consortium or Joint bids are not allowed. MUST YES / NO
5 The Bidder is required to have its own pre-existing office
infrastructure with manpower within India.
MUST YES / NO
6 Acceptance of Payment term within 60 days post successful
completion of the Contract.
MUST YES / NO
7 Furnish details of existing/previous clients such as any
airline, or allied sector .Please submit copies of at least one
Contract/Agreement
MUST YES / NO
8 Bidder agrees to have its office inspected by Air India to
assess their infrastructure, capabilities, manpower as claimed in
their bid.
MUST YES / NO
9 Copy of certificate and corporate registration, partnership
deed/MOA should to be submitted as the case may be.
MUST YES / NO
10
The Bidder should have handled a minimum of 5 clients in the
area of Aircraft Maintenance/Planning/Technical Services including
technical documents and Technical Audit/due diligence.
Certificate/contract copy required as an evidence.
MUST
YES / NO
11
Applicant must have adequate number of experienced and full time
employees to conduct the defined work scope. The personnel
conducting the due diligence must have experience on Aircraft
Maintenance/Planning/Technical Services including documentation.
Profile of team members with their qualifications, expertise etc.
should be submitted along with the bid.
MUST
YES / NO
12
Applicant must have at least 1 key member of the level of Team
leader having 10 or more year experience in the area of technical
due diligence. Profile of team leader with their qualifications,
expertise etc. should be submitted along with the bid.
MUST
YES / NO
13
The applicant key team leaders/team members should not have been
black listed debarred/disqualified by any regulators/statutory body
in India. An undertaking to this effect duly signed by the
authorized signatory /company secretary required to be
submitted.
MUST YES / NO
14 The applicant should give an undertaking certified by their
Statutory Auditors that no action has been initiated against the
applicant.
MUST YES / NO
15 Bidders agrees to complete the Audit and submit the report
within 08 weeks as per given work scope at Annexure-I.
MUST YES / NO
16 Submit an advance copy of presentation as referred at sl. No.
20 of Annexure I to cover a description of the approach,
methodology and work plan for performing the
MUST YES / NO
Tender inviting quotations for the Technical due diligence and
Audit of the Aircraft documentation, Physical Aircraft Inspection
and Technical assistance for Data room related matters for
facilitating the ongoing disinvestment of AI and AIXL
Format of Pre-qualification (PQ) criteria and Technical Bid (To
be filled in by the bidder and submitted on their Letterhead duly
dated, signed and stamped, alongwith the list of supporting
documents submitted in evidence of compliance for each point)
Annexure VI
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assignments including the areas for technical evaluation as
noted above and covering the following broad areas:
a. Technical Approach and Methodology, b. Work plan, and
c. Team Details.
17 Agrees to accept the penalty@ 0.5% per week of the total
value of the contract subject to maximum of 10% of total value in
case of delay in completion of deadline as per Clause no.15
above
MUST YES / NO
18
Details of EMD amount as specified in the Tender. DD
No.___________________ Dated _____________
Bank____________________________________________ Drawn Branch
___________________________________ Amount in
Rs.______________________ Or copy of wire transfer attached.( in
case of wire transfer)
MUST
YES / NO
19
Pan No.__________________________ (Attach Photocopy of Pan card)
Tax Residency certificate, Form 10F, No PE Certificate (in case of
Non-resident foreign bidder)
MUST
YES / NO
20 GST No.__________________________ (Attach Photocopy of GST
Certificate) MUST
YES / NO
Note: Bidders may note that response to all the above criteria
must be supported by relevant documents as required. All the above
MUST requirements have to be complied for the technical bid to be
considered for the next stage of evaluation process.
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of
M/s _____________________________
Signature : ____________________ Name : ____________________
Designation : ____________________ Company Seal :
____________________
Date : ____________________
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ANNEXURE-VII
Sub: Tender inviting quotations for the Technical due diligence
and Audit of the Aircraft documentation, Physical Aircraft
Inspection and Technical assistance for Data room related matters
for facilitating the ongoing disinvestment of AI and
AIXL
DETAILS OF PREVIOUS TECHNICAL DUE DILIGENCE ASSIGNMENTS
IN RESPECT OF SCOPE OF WORK
(1. To be filled in by the bidder and submitted on their
Letterhead duly dated, signed and stamped, alongwith the list of
supporting documents, award letters, etc. to be submitted in
evidence of compliance for each claimed Assignment
(2. The Assignments indicated below (Min. 5 as per the PQ
requirements, more can be provided in the listing below) should be
given in chronological sequence starting with the most recent
assignments,; period to be stated; activities/tasks clear
description, contact details for independent verification by AI to
be provided )
Sr.
No.
Name of the client Company/Airlines
(Indicate Nature of business of Client also)
Net worth of each of the clients
Company/entity
Brief details
of Scope of
Work*
Period of Assignment
From To
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of M/s _____________________________
Signature : ____________________ Name : ____________________
Designation : ____________________ Company Seal :
____________________
Date : ____________________
Note: Supporting document including Client certificate/Contract
with client may be furnished.
*Extra sheet if required may be used
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ANNEXURE-VIII
PROFILE OF the Bidding Entity/DIRECTORS/Partners authorized to
submit the bid
1. Name of the person :
2. Office Address :
3. E-mail ID :
4. Phone No. office/Mobile :
5. Date since working in firm :
6. Professional Qualification :
7. Present Designation :
8. Experience :
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of M/s _____________________________
Signature : ____________________ Name : ____________________
Designation : ____________________ Company Seal :
____________________ Date : ____________________
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C E R T I F I C A T E
To,
EXECUTIVE DIRECTOR (ENGINEERING), AIR INDIA LIMITED, 113,
GURUDWARA RAKABGANJ ROAD AIRLINES HOUSE NEW DELHI -110001
Dear Sir,
It is certified that we have studied and understood the terms
and conditions of the tender for carrying out the Technical audit /
Due diligence of its fleet, Aircraft and Engine Lease agreements
review and the Data Room management as indicated at Para 2 of the
Workscope at Annexure-I.
We agree to carry out all the required workscope tasks as
indicated therein and confirm to fulfil and comply with all the
requirements under this Tender abide by the same
unconditionally.
We further commit to adhere to the TERMS AND CONDITIONS,
including the General Terms and Conditions unconditional &
unequivocally, as specified in this tender, in the event of being
selected for award of the Contract/Agreement.
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of M/s ____________________
Signature : ____________________ Name : ____________________
Designation : ____________________ Company Seal :
____________________
Date : ____________________
*********************
Tender inviting quotations for the Technical due diligence and
Audit of the Aircraft documentation, Physical Aircraft Inspection
and Technical assistance for Data room related matters for
facilitating the ongoing disinvestment of AI and AIXL
CERTIFICATE Undertaking Unconditional Compliance to the Tender
requirements On bidders letter-head
Annexure IX
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Date:__________
Dear Sir, With reference to the tender AI/ENG/01 dated
22.10.2019, due on 19.11.2019, we submit herewith the Commercial
Bid for the assignment proposed by the Air India for carrying out
Technical Audit /due diligence of its fleet.
(To be submitted in Sealed Envelope Super scribed with
Commercial Bid)
A I. Physical Inspection Charges for 50% of Owned/Finance Lease
Aircraft
Aircraft Type
Total No. of Owned/ Finance Leased Aircraft
50% No. of Aircraft to be
Physically Inspected
Rate per aircraft for
Physical Inspection
Total Amount Bid
1 2 3 4 5=3*4
A. Work Scope Items at Annex- I (Sl. No. 1 to 13)
I. OWNED/Finance Lease Aircraft
AI Aircraft
B777-200LR 3 2
B777-300ER 13 7
B747-400 4 2
B787-800 6 3
A320 4 2
A319 19 10
A321 20 10
AIXL B737-800 17 9
Total I 86 45
II. Technical Audit Due Diligence including Documentation
Aircraft Type
Total No. of Owned/ Finance Leased Aircraft
Rate per aircraft for Tech Audit
Total Amount Bid
1 2 3 4=2*3
Work Scope Items at Annex- I (Sl. No. 1 to13)
AI Aircraft
B777-200LR 3
B777-300ER 13
B747-400 4
B787-800 27
A320 36
A319 22
A321 20
AIXL B737-800 25
Total 150
Tender inviting quotations for the Technical due diligence and
Audit of the Aircraft documentation, Physical Aircraft Inspection
and Technical assistance for Data room related matters for
facilitating the ongoing disinvestment of AI and AIXL
Format of Commercial Bid
Annexure X
26 / 36
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B.
Review of Aircraft Lease Agreements as per Work Scope at Annex-I
(Sl. No. 14-16)
Review of Leased Aircraft agreements No. of Leased
Aircraft Rate per aircraft for Review Total Amount Bid
1 2 3 4=2*3
B787-800 21
A320 32
A319 3
AIXL B737-800 8
Total
C.
Assistance in setting up technical due diligence data room and
responding to queries as per Work Scope at Annex-I (Sl.No. 17 to
18)
Technical Due Diligence Data Room info and assistance
Total Amount per Month
One person to be dedicated for the work
Total
D Add Taxes as applicable ( GST)
E
Total Amount Bid (A+B+C+D)
Notes
1. The rates quoted in the Financial Bid have to be in the above
Bid format and for all the aircraft types and number of aircraft as
also the scoped activities at B & C above. Partial bids will be
summarily rejected.
2. The above quoted amount must include the cost of manpower
deployment, their travel, boarding lodging and any other assignment
related expenses in India and for which the bidder will be
responsible directly.
3. For the purpose of evaluation of amount bid for C above, 6
months period will be used to arrive at the total cost.
3. Bids requiring Air India to bear withholding tax u/s 195
Indian Income Tax Act will be loaded for evaluation purpose.
4. The lowest aggregated total amount bid of the totals of A to
D above would be evaluated as the L1 bid.
I undertake that I am duly authorized to sign and submit this
proposal for and on behalf of M/s __________________
Signature : ____________________
Name : ____________________ Designation : ____________________
Company Seal : ____________________
Date : ____________________
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ANNEXURE -XI
Integrity Pact Between Air India Ltd. (AIL) hereinafter referred
to as “The Principal”, and Hereinafter referred to as “The Bidder/
Contractor” PREAMBLE The Principal intends to award, under laid
down organizational procedures, contract(s) for -------------. The
Principal values full compliance with all relevant laws of the
land, rules, regulations, economic use of resources and of
fairness/transparency in its relations with its Bidder(s) and/or
Contractor(s). In order to achieve these goals, the Principal will
appoint an Independent External Monitor (IEM), who will monitor the
tender process and the execution of the contract for compliance
with the principles mentioned above. Section 1 – Commitments of the
Principal The Principal commits itself to take all measures
necessary to prevent corruption and to observe the following
principles:- No employee of the Principal, personally or through
family members, will in connection with the tender for, or the
execution of a contract, demand, take a promise for or accept, for
self or third person, any material or immaterial benefit which the
person is not legally entitled to. The word ‘take’ shall also
include the past and future. The Principal will, during the tender
process treat all Bidder(s) with equity and reason. The Principal
will in particular, before and during the tender process, provide
to all Bidder(s) the same information and will not provide to any
Bidder(s) confidential/additional information through which the
Bidder(s) could obtain an advantage in relation to the tender
process or the contract execution. The Principal will exclude from
the process all known prejudiced persons and persons who would be
known to have a connection or nexus with the prospective bidder. If
the Principal obtains information on the conduct of any of its
employees which is a criminal offence under the IPC/PC Act or the
conduct rules of the Principal, or if there be a substantive
suspicion in this regard, the Principal will inform the Chief
Vigilance Officer and in addition can initiate disciplinary
actions. Section 2 – Commitments of the Bidder(s)/ contractor(s)
The Bidder(s)/ Contractor(s) commit themselves to take all measures
necessary to prevent corruption in their dealings with AIR INDIA
LTD.. He commits himself to observe the following principles during
his participation in the tender process and during the contract
execution. The Bidder(s)/ Contractor(s) will not, directly or
through any other person or firm, offer, promise or give to any of
the Principal’s employees involved in the tender process or the
execution of the contract or to any third person any material or
other benefit which he/she is not legally entitled to, in order to
obtain in exchange any advantage of any kind whatsoever during the
tender process or during the execution of the contract. The
Bidder(s)/Contractor(s) will not enter with other Bidders into any
undisclosed agreement or understanding, whether formal or informal.
This applies in particular to prices, specifications,
certifications, subsidiary contracts,
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submission or non-submission of bids or any other actions to
restrict competitiveness or to introduce cartelisation in the
bidding process. The Bidder(s)/Contractor(s) will not commit any
offence under the relevant IPC/PC Act; further the Bidder(s)/
Contractor(s) will not use improperly, for purposes of competition
or personal gain, or pass on to others, any information or document
provided by the Principal as part of the business relationship,
regarding plans, technical proposals and business details,
including information contained or transmitted electronically. The
Bidder(s)/Contractors(s) of foreign origin shall disclose the name
and address of the Agents/representatives in India, if any.
Similarly the Bidder(s)/Contractors(s) of Indian Nationality shall
furnish the name and address of the foreign principals, if any.
Further details as mentioned in the “Guidelines on Indian Agents of
Foreign Suppliers” shall be disclosed by the
Bidder(s)/Contractor(s).Further, as mentioned in the Guidelines all
the payments made to the Indian agent/representative have to be in
Indian Rupees only. Copy of the “Guidelines on Indian Agents of
Foreign Suppliers” is placed at (Page nos. 6-7) The
Bidder(s)/Contractor(s) will, when presenting his bid, disclose any
and all payments he has made, is committed to or intends to make to
agents, brokers or any other intermediaries in connection with the
award of the contract. This integrity pact shall override the
confidentiality clause, if any, in the offer submitted by the
Contractor/Bidder and in the agreement entered into by the
Principal with the Contractor/Bidder. The Bidder(s)/Contractor(s)
will not instigate third persons to commit offences or acts
outlined above or be an accessory to such offences. Section 3 -
Disqualification from tender process and exclusion from future
contracts If the Bidder(s)/Contractor(s), before award or during
execution has committed a transgression through a violation of
Section 2, above or in any other form such as to put his
reliability or credibility in question, the Principal is entitled
to disqualify the Bidder(s)/Contractor(s) from the tender process
or take action as per the procedure mentioned in the “Guidelines on
Banning of business dealings”. Copy of the “Guidelines on Banning
of business dealings” is placed at Page nos. 8-16. Section 4 –
Compensation for Damages If the Principal has disqualified the
Bidder(s) from the tender process prior to the award according to
Section 3, the Principal is entitled to demand and recover the
damages equivalent to Earnest Money Deposit/Bid Security and other
actual damages due to the consequential delay. If the Principal has
terminated the contract according to Section 3, or if the Principal
is entitled to terminate the contract according to Section 3, the
Principal shall be entitled to demand and recover from the
Contractor liquidated damages of the Contract value or the amount
equivalent to Performance Bank Guarantee. The Contractor/Bidder
shall not be entitled to claim from the Principal any amounts
either as damages or otherwise, on account of termination. Section
5 – Previous transgression The Bidder declares that no previous
transgressions occurred in the last 3 years with any other Company
in any country conforming to the corruption approach or with any
other Public Sector Enterprise in India that could justify his
exclusion from the tender process. If the Bidder makes incorrect
statement on this subject, he can be disqualified from the tender
process or action can be taken as per the procedure mentioned in
“Guidelines on Banning of business dealings”. Section 6 – Equal
treatment of all Bidders/Contractors/Subcontractors The Bidder(s)/
Contractor(s) undertake(s) to demand from all subcontractors a
commitment in conformity with this Integrity Pact, and to submit it
to the Principal before contract signing. The Principal will enter
into agreements with identical conditions as this one with all
Bidders, Contractors and Subcontractors. The Principal will
disqualify from the tender process all bidders who do not sign this
Pact or violate its provisions.
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Section 7 –Criminal charges against violating
Bidder(s)/Contractor(s)/Subcontractor(s) If the Principal obtains
knowledge of conduct of a Bidder, Contractor or Subcontractor, or
of an employee or a representative or an associate of a Bidder,
Contractor or Subcontractor which constitutes corruption, or if the
Principal has substantive suspicion in this regard, the Principal
will inform the same to the Chief Vigilance Officer. Section 8 –
Independent External Monitor/Monitors The Principal appoints
competent and credible Independent External Monitor for this Pact.
The task of the Monitor is to review independently and objectively,
whether and to what extent the parties comply with the obligations
under this agreement. The Monitor is not subject to instructions by
the representatives of the parties and performs his functions
neutrally and independently. He shall report to the Chairman, AIR
INDIA LTD.. The Bidder(s)/Contractor(s) accepts that the Monitor
has the right to access without restriction to all Project
documentation of the Principal including that provided by the
Contractor. The Contractor will also grant the Monitor, upon his
request and demonstration of a valid interest, unrestricted and
unconditional access to his project documentation. The same is
applicable to Subcontractors. The Monitor is under contractual
obligation to treat the information and documents of the Bidder(s)/
Contractor(s)/ Subcontractor(s) with confidentiality. The Principal
will provide to the Monitor sufficient information about all
meetings among the parties related to the Project provided such
meetings could have an impact on the contractual relations between
the Principal and the Contractor. The parties offer to the Monitor
the option to participate in such meetings. As soon as the Monitor
notices, or believes to notice, a violation of this agreement, he
will so inform the Management of the Principal and request the
Management to discontinue or take corrective action, or to take
other relevant action. The monitor can in this regard submit
non-binding recommendations. Beyond this, the Monitor has no right
to demand from the parties that they act in a specific manner,
refrain from action or tolerate action. The Monitor will submit a
written report to the Chairman, AIR INDIA LTD. within 8 to 10 weeks
from the date of reference or intimation to him by the Principal
and, should the occasion arise, submit proposals for correcting
problematic situations. Monitor shall be entitled to compensation
on the same terms as being extended to / provided to Independent
Directors on the AIR INDIA LTD. Board. If the Monitor has reported
to the Chairman AIR INDIA LTD., a substantiated suspicion of an
offence under relevant IPC/ PC Act, and the Chairman AIR INDIA LTD.
has not, within the reasonable time taken visible action to proceed
against such offence or reported it to the Chief Vigilance Officer,
the Monitor may also transmit this information directly to the
Central Vigilance Commissioner. The word ‘Monitor’ would include
both singular and plural. Section 9 – Pact Duration This Pact
begins when both parties have legally signed it. It expires for the
Contractor 3 years after the last payment under the contract, and
for all other Bidders 12 months after the contract has been
awarded. If any claim is made/lodged during this time, the same
shall be binding and continue to be valid despite the lapse of this
pact as specified above, unless it is discharged / determined by
Board of AIR INDIA LTD.. Section 10 – Other provisions This
agreement is subject to Indian Law. Place of performance and
jurisdiction is the Registered Office of the Principal, i.e.
Mumbai.
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Changes and supplements as well as termination notices need to
be made in writing. Side agreements have not been made. If the
Contractor is a partnership or a consortium, this agreement must be
signed by all partners or consortium members and in the case of a
Company by an authorised representative. Should one or several
provisions of this agreement turn out to be invalid, the remainder
of this agreement remains valid. In this case, the parties will
strive to come to an agreement to their original intentions. (For
& On behalf of the Principal) (For & On behalf of Bidder/
Contractor) (Office Seal) (Office Seal) Place -------------- Date
-------------- Witness 1: (Name & Address)
_____________________________ _____________________________
_____________________________ _____________________________ Witness
2: (Name & Address) _____________________________
_____________________________ _____________________________
_____________________________
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Annexure XII
AI/Eng/01 23rd Oct 2019
Non-Disclosure Agreement
(NDA to be discussed and executed with successful Bidder
Applicant) This Non-Disclosure Agreement (this “Agreement”) is made
on this _____________day of ______________, 2019 at
________________.
BY AND BETWEEN Air India Ltd., a company incorporated under the
Companies Act, 1956, having its registered office at “Airlines
House”, 113 Gurudwara Rakabganj Road, New Delhi-110001 (hereinafter
referred to as “Air India” which expression shall, unless it be
repugnant to the context or meaning thereof, mean and include its
representatives, successors, affiliates and permitted assigns) of
the ONE PART. AND ________, a firm registered with the ----(Bidder
Applicant to mention body of registration) with its registered
office at _______ (hereinafter referred to as “Entity” which
expression shall, unless it be repugnant to the context or meaning
thereof, mean and include its representatives, successors,
affiliates and permitted assigns) of the OTHER PART. Both parties
hereto collectively referred to as the "Parties" and individually
as a "Party". WHEREAS:
A. Air India, a Government of India undertaking and is
inter-alia engaged in the business of
transportation services of passenger and cargo to and from
various permitted destinations in India
and abroad in accordance with the permissions and approvals
granted by the Director General of Civil
Aviation, India.
B. ________is inter-alia engaged in the profession of providing
Technical Due Diligence and
Audit of the aircraft documentation, Physical Aircraft
Inspection and such related activities.
C. Pursuant to tender dated 23rd Oct 2019 bearing No. AI/Eng/01
for the Technical due diligence
and Audit of the Aircraft documentation, Physical Aircraft
Inspection and Technical assistance
for Data room related matters for facilitating the ongoing
disinvestment of AI and AIXL.
D. Air India has agreed to award the work specified in
Annexure-I to M/s___________ and
accordingly, issued a Letter of Intent/Letter of Appointment
dated ________ to enable the
Entity to commence its work required for carrying out the
required services as per the tender.
The parties are currently, in the process of finalizing the
terms of the definitive final
agreement.
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E. During the course of procurement of the services, Air India
may disclose/share Air India’s
proprietary and confidential information with the entity, and/or
its employees/associates
and/or entity may have access to/receive certain technical,
non-technical, financial, business
and other Confidential Information (as hereinafter defined) of
Air India.
F. The Parties recognize that there is a need to protect such
Confidential Information from
unauthorized use and disclosure and accordingly, have decided to
enter into this Agreement
to establish and set forth the obligations of each Party with
respect to any such Confidential
Information.
For purposes hereof, the term “Disclosing Party” shall refer to
“Air India” and the term “Recipient” shall refer to “Aircraft Asset
Management company”. NOW THEREFORE, in consideration of the above
premises the sufficiency of which is hereby acknowledged, the
Parties mutually agree as follows: 1. Definition. “Confidential
Information” shall mean any and all information disclosed to,
or
otherwise acquired or identified or observed by, Recipient
including its affiliated companies, directors, officers, employees
and agents of such affiliated companies (collectively, “Recipient's
Representatives”), from and its affiliated companies, relating to
the business of Air India, whether communicated in writing, orally,
electronically, photographically, or in recorded or any other form
of media, including, but not limited to, all sales and operating
information, employee and other human resource information,
existing and potential business and marketing plans and strategies,
financial information, cost and pricing information, data media,
know-how, source codes, technical information, concepts, reports,
methods, processes, techniques, operations, devices, and the like,
whether or not the foregoing information is patented, tested,
reduced to practice, or subject to copyright or any other
intellectual property right. The term “Confidential Information”
does not include information which (i) is or becomes generally
available to the public other than as a result of disclosure by
Recipient in breach of this Agreement; (ii) was available to
Recipient on a non-confidential basis as shown in written records
prior to its disclosure to Recipient by Air India; (iii) becomes
available to Recipient on a non-confidential basis from a source
other than Air India provided that such source is not bound by a
confidentiality agreement with Air India or is otherwise prohibited
from transferring the information to Recipient by a contractual,
legal or fiduciary obligation; or (iv) is independently developed
by Recipient without any use of or benefit from the Confidential
Information and such independent development can be documented by
Recipient with written records.
2. Scope. This Agreement is intended to cover Confidential
Information disclosed by Air India both prior and subsequent to the
date hereof.
3. Obligations of Recipient. In consideration for the receipt of
Confidential Information, Recipient shall hold all Confidential
Information in confidence and with the same degree of care it uses
to keep its own similar information confidential, but in no event
shall it use less than a reasonable degree of care; and shall not,
without the prior written consent of Air India, disclose such
information to any person for any reason at any time. The term
“person” as used in this letter
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shall be broadly interpreted to include, without limitation, any
corporation, company, partnership or individual. The recipient will
grant access to the Confidential Information only to its employees
on a need to know basis (who have clear need to know the
Confidential Information for the purposes of execution and
completion of the Consultancy) and shall impose the same obligation
on its employees, who obtain knowledge of Confidential
Information.
4. Compelled Disclosure. In the event that Recipient or any of
Recipient’s Representatives is requested or required (by oral
questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar incidents ) to
disclose any of the Confidential Information, it is agreed that
Recipient or such Recipient’s Representative, as the case may be,
will provide Air India with prompt notice of such request(s) so
that Air India may seek an appropriate protective order or other
appropriate remedy and/or waive compliance with the confidentiality
provisions of this Agreement. In the event that such protective
order or other remedy is not obtained, or Air India grants a waiver
hereunder, Recipient or such Recipient’s Representative may furnish
that portion (and only that portion) of the Confidential
Information which Recipient is legally compelled to disclose and
will exercise its reasonable best efforts to obtain reliable
assurance that confidential treatment will be accorded any
Confidential Information so furnished.
5. Use. Recipient shall not use any Confidential Information for
any reason other than as may be necessary for the Purpose.
Recipient agrees to make no other use of the Confidential
Information or to incorporate any Confidential Information into any
work or product.
6. Ownership. Recipient recognizes that all tangible information
relating to Confidential Information, including notes, reports and
other documents prepared by Recipient in connection with the
evaluation of the proposed Relationship, including all copies
thereof, are and shall be the sole property of Air India, and
Recipient shall keep the same at all times in its custody and
subject to Recipient’s control and shall return the same upon
completion of the specified Purpose. Recipient does not hereby and
shall not acquire by implication or otherwise any right in or title
to or license in respect of the Confidential Information disclosed
to it by Air India.
7. Return of Confidential Information. Promptly following the
earlier of (i) the termination of this Agreement or any other
agreement for the proposed potential business relationship and (ii)
the written request of Air India, Recipient will deliver to Air
India all documents or other materials furnished by Air India to
Recipient constituting Confidential Information, together with all
copies thereof stored in any form of media in the possession of
Recipient. In the event of a written request from Air India, all
other documents or other materials constituting Confidential
Information, together with all copies thereof stored in any form of
media in the possession of Recipient, will be destroyed with any
such destruction confirmed and certified by Recipient in writing to
Air India.
8. No Obligation. Neither Party shall make any commitment or
incur any expense or charge for or in the name of the other Party.
Neither Party has any obligation by virtue of this Agreement to
procure any products or services from the other Party or to enter
into any further business relationship or to refrain either of the
parties from entering into an agreement with any other party.
Neither execution nor performance of this Agreement shall be
construed or deemed to have established any joint venture or
partnership or have created the relationship of principal and agent
between the Parties.
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9. Remedies. Recipient acknowledges that money damages would be
both incalculable and an insufficient remedy for any breach of this
agreement by Recipient and that any such breach would cause Air
India irreparable harm. Accordingly, Recipient also agrees that, in
the event of any breach or threatened breach of this Agreement, Air
India, in addition to any other remedies at law or in equity it may
have, shall be entitled, without the requirement of posting a bond
or other security, to equitable relief, including injunctive relief
and specific performance. Notwithstanding the above, the Recipient
will indemnify and hold Air India ha