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Invitation to Tender

U-Tapao International Airport Project

1 Overview of the U-Tapao International Airport Project

U-Tapao International Airport (“UIA”) is located in Plala district, Ban Chang district, Rayong

Province. The total area is about 16,700 (Sixteen Thousand and Seven Hundred) rai, including the

existing 3,500 (Three Thousand and Five Hundred) meters long runway (“Runway 1”) situated in

the middle of the area. The military operational area is situated to the west of Runway 1. At

present, UIA is in commercial-use via the existing passenger terminal 1 (one) and terminal 2 (two)

which altogether serves approximately 3,700,000 (Three million and Seven Hundred Thousand)

passengers per year. To the east of the Runway 1 is an area of approximately 8,300 (Eight

Thousand and Three Hundred) rai where the Thai Airways (“TG”) Maintenance, Repair &

Overhaul (“MRO”) facility is located.

On July 6th 2017, the Eastern Economic Corridor Policy Committee (the “Policy Committee”)

approved to include the expansion of the UIA (the “Project”) into the EEC Project List and to

implement the Project as per the Policy Committee’s notifications regarding the rules, practices,

conditions and procedures for the Public Private Partnership 2017 (2560 B.E.) and as amended.

Thereafter, as publicized on the Royal Thai Gazette on the 23rd February 2018, the Policy

Committee announced that the area for 6,500 (Six Thousand and Five Hundred) rai within the

vicinity of UIA will be promoted and developed as the economic promotion zone: Eastern Airport

City (the “Eastern Airport City”) in order to support the aviation businesses and logistics.

On October 4th 2018, the Policy Committee had approved the principal of the PPP Project and

assigned the Royal Thai Navy (“RTN”) and the Eastern Economic Corridor Office (“EECO”) to be

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the main responsible parties to implement the Public Private Partnership Project (“PPP Project”).

Later, on 30th October 2018, the Cabinet approved the Project principle in accordance with the

Policy Committee approval. Therefore, RTN and EECO has prepared this invitation to tender

(“ITT”) to invite potential private sectors to participate the tender for this investment

opportunity. Details of the PPP Project and tender procedures are as follows:

2. Project Summary

2.1 Project Objectives

1) To collaborate government and private sector resources (funding, knowledge, skills and

expertise, etc.) to design and construct, operate and maintain the PPP Project and to

upgrade the UIA to be the world class international airport with high standards in safety,

security, passenger services and modern technology.

2) To achieve the Government's ambitions of developing the Eastern Airport City of

Thailand in the EEC region as a regional aviation hub.

3) To develop UIA as an international airport that drives Thailand’s aviation industry

growth.

4) Encourage private sector participation so as to allow for the sharing of international

airport development experience and technological innovations with the Government

and Thai private sector.

2.2 Project Scope

The PPP Project’s Area will be located within the economic promotion zone: the Eastern

Airport City. (The PPP Project’s Area will be the Eastern Airport City’s Area that excludes

the MRO Complex and Civilian Aviation Training Centre (“CATC”) allocated areas. Under

the Project scope, there will be design and construction, and operations and maintenance

which are detailed as follows:

1) Runways, Taxiways and associated airside system in UIA airside system for landing and

parking activities will be designed and constructed as the following:

(1) Design and construction of runway, taxiways and associated airside system for

landing and parking activities will be newly designed and constructed

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i. Additional taxiways associated with Runway 1 together with related systems;

ii. Runway 2 together with related systems;

iii. Taxiways associated with Runway 2 together with related systems;

iv. Apron for PTB, cargo, MRO, and other activities;

v. Taxiways associated with the apron; and

vi. Electrical and power system, visibility aids and other related lighting systems

for the Runway 2, taxiways and the apron

(2) Operations and maintenance of runways, taxiways and associated airside systems

i. Existing Runway 1 and its associated taxiways which will be jointly used by the

RTN and the private sector under the agreed upon terms and conditions

between both parties

ii. Runway 2 and associated taxiways, additional taxiways associated with

Runway 1, and taxiways associated with aprons which will be newly designed

and constructed

iii. Associated apron(s) for TG MRO and others; and

iv. Airport electric system, visual aids, and other systems associated with runway,

taxiways and aprons.

2) Air Traffic Control Tower 2 (“ATCT 2”)

ATCT 2, including an operating building, a supporting air control building and related

systems and equipment, to be located in a position which can effectively control air traffic

and landside traffic for both Runway 1 and Runway 2 in order to replace the functionality

of the existing Air Traffic Control Tower (“ATCT 1”). Aeronautical Radio of Thailand Limited

(“Aerothai”) has been appointed as the service provider for air traffic controller of airside

communication, navigation aids, and aviation associated services in UIA, including design,

construct, and install relevant equipment for the ATCT 2

3) The key development activities include:

(1) Passenger Terminal Building(s) (“PTB 3”)

PTB 3 is envisioned to eventually reach a capacity of at least 60 million annual

passengers (“MAP”). A new passenger terminal building (or buildings) will be

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designed and developed with an initial capacity that can serve up to 12 MAP. PTB

3(s) include enhancements and equipment management systems as follows:

i. PTB passenger processing commercial space, facilities, baggage handling and

other systems;

ii. Car parking space or building;

(2) Ground Transportation Centre (“GTC”). The GTC is a combined transportation hub

for airport public transport (taxi/coach/bus/minivan) services and should also

contain car parking, as well as the High Speed Rail (“HSR”) interface.

(3) Cargo Complex: The Cargo Complex is to incorporate cargo facilities which include,

but are not limited to:

i. Cargo terminals and warehouses;

ii. Freight forwarder buildings; and

iii. Customs offices and other government agencies’ offices.

4) Cargo Village or Free Trade Zone (“FTZ”)

The Cargo Village must at least include enhancements management systems and

equipment in accordance with the FTZ law such as air cargo distribution building and

other relevant buildings.

5) Commercial Gateway

6) Central Utilities

(1) Central utilities include at least a power plant, water treatment plant, and aviation

fuel system.

(2) The associated distribution network within the Project Area includes road networks,

distribution networks for electricity and treated water, solid waste transfer,

drainage, a flood prevention system, a communications system, and waste water

treatment system.

7) Immigration office, custom office and other Government agencies as necessary

8) Non-aeronautical services and other services

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Non-aeronautical services and other services include site grading, demolition of

existing TG MRO (Maintenance Repair & Overhaul), car parking facilities, office

buildings and community stores.

2.3 Public and private sectors’ duties and responsibilities

1) Public Sector duties and responsibilities

(1) Contracting Government party will grant rights under the PPP scope to the private

sector;

(2) The RTN will prepare and handover the Project’s area to the private sector subjected

to scope, timeline and the agreed-upon terms and conditions with the private

sector;

(3) The RTN will design and construct Runway 2 and associated taxiways, TG MRO

Aprons supporting the operation of the new TG MRO, and relevant systems (as

necessary) in order to fulfill the completion of Phase 1 operations;

(4) The RTN will grant the right to use Runway 1 to the private sector, subject to scope,

time period, and the agreed-upon terms and conditions with the private sector

party;

(5) Contracting Government party will be responsible for the affected entities occurred

prior to the implementation of the Project ;

(6) Public sector will provide services for air traffic control, airside communication,

navigation aids, and design, construction and maintenance of the ATCT 2, its support

building and other airside control facilities subject to scope, time period and the

agreed-upon terms and conditions with the private sector;

(7) RTN will engage the central utilities producers to support demand within the Eastern

Airport City Area, including but not limited to electricity and power plant, water

treatment plant, waste-water treatment system and aviation fuel system. The

aforesaid utilities will be delivered to the private sector at market. The private sector

will be responsible for the distribution systems and the collecting system;

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(8) EECO will enter to the land lease agreement covering the Project’s area with private

sector as per terms and conditions under the land lease agreement;

(9) EECO will collaborate with State Railways of Thailand (“SRT”) for the interface

between the Project and the High Speed Rail linking 3 Airport Project (the “HSR

Project”);

(10) EECO will be responsible for the coordination and operation of matters that related

to the operation of the Project.

(11) RTN will responsible for public sector’s obligations and responsibilities under the

PPP Contract and the Land Lease Agreement; and

(12) Contracting Government party will provide the aviation refueling system (fuel

storage tanks, piping and refueling equipment), HSR station, new TG MRO, CATC,

and ATCT 2. Private sector will collaborate and provide necessary accessed facilities

and have right to charge the central facilities as appropriate except for lease

payment.

2) Private sector responsibilities

Private sector will be responsible for the Design-Build-Finance-Operation-Maintenance:

(DBFOM) of components within the Project area which includes:

(1) Private sector will use the RTN’s Master Plan for UIA as a guideline. Private sector

must review and amend the RTN’s Master Plan for UIA and may update or prepare

its own Master Plan for project development in accordance with the rules,

procedures and conditions agreed upon by the Selection Committee and the private

sector. However, the locations of Runway 2 and its associated taxiways which is to

be constructed by the RTN, and the designated areas for new TG MRO, CATC and

the central utilities shall be fixed as per the RTN’s Master Plan;

(2) Private sector will responsible for the development, operations and maintenance

of aprons for PTB, Cargo, taxiways linked between Runway 1 and Runway 2 and the

components as aforementioned in Project scope section 2.2 3), 2.2 4), 2.2 5), 2.2 6)

(2), and 2.2 8);

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(3) Private sector must design and construct enhancements and relevant equipment as

stated in Project scope section 2.2 7)

(4) Private sector will be responsible for the operations and maintenance of the

following public sector assets within the Project Area as designated by the Public

sector as follows:

i. Existing Runway 1 and its associated taxiways which will be jointly used by the

RTN and the private sector under the agreed upon terms and conditions

between both parties

ii. Runway 2 and associated taxiways, additional taxiways associated with

Runway 1, and taxiways associated with aprons which will be newly designed

and constructed

iii. Associated apron(s) for TG MRO and others; and

iv. Airport electric system, visual aids, and other systems associated with runway

taxiways and aprons.

(5) Private sector must be responsible for securing funding required for the Project;

(6) Private sector must share the benefits with the public sector including but not

limited to land lease payments, PPP rights fee (if any) and share of benefit from the

operations of the Project as proposed by the private sector;

(7) Private sector will transfer ownership of assets developed and acquired by it to the

public sector as per the terms and conditions set out in the PPP Contract

(8) Other relevant services: Private sector must provide other services which at least

include ground service equipment, aeronautical facilities, airport maintenance,

and fire & rescue

Private sector must give right to new TG MRO as one of the operator of Line

Maintenance under the terms and conditions set out by Private sector;

(9) Private sector will collaborate and provide necessary accessed facilities as set out in

section 2.3 1) (12), and have right to charge the central facilities as appropriated

except lease payment

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(10) Private sector will provide main accessed road within the Project’s Area in

connection to section 2.3 1) (13), and other necessary utilities within the Project’s

Area

(11) Private sector will transfer knowledge and technology used in developing,

managing, and operating a world class airport to RTN, government entities, and

personnel of public and private sector in Thailand to ensure the successful operation

of the Project;

(12) Private sector will be responsible for the affected entities from the implementation

of the Project for the period after the Project operation date; and

(13) Private sector will be also responsible for other duties stated in the PPP Contract

and the Land Lease Agreement

2.4 Project Term

The Project Term is detailed as follows:

1) Related government entities will deliver and perform their duties and responsibilities as

per their proposed plan and timeline.

2) The PPP concession period will be 50 (fifty) years commencing from the Effective Date of

the Project. Time period for relevant activities are detailed as follows:

(1) Operations and maintenance period for Runway 1 and its associated taxiways will

commence as per terms and conditions under the Joint Use Agreement to be entered

into between RTN and private sector.

(2) Operations and maintenance period for Runway 2 and its associated taxiways will

commence on the date that the public sector delivers the possession of Runway 2 and

its associated taxiways which are designed and built by the public sector to the private

sector.

(3) Operating period of the Key Development Activities will be divided into several phases

as per below:

i. Phase 1:

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a. Design and construction of the Key Development Activities for the Phase 1 shall

be within 3 (Three) years commencing from the date that RTN issues the notice

to the private sector allowing the private sector to start the construction within

the Project Area.

Before the issuing of the aforesaid notice by RTN, private sector may request

to get access to the Project Area in order to survey, design, perform the site

analysis, and other required activities in order to pre-arrange and to prepare

for the construction in advance, subject to RTN’s approval.

b. Operations and maintenance of the Key Development Activities for the first

phase shall not exceed 47 (Forty-seven) years starting from the date stated in

the letter for commencement of the operations and maintenance.

ii. Subsequence phase(s):

Private sector shall submit its Master Plan for the development of the Project

which indicate the development plan for the Key Development Activities for all of

the subsequence phase(s) until the Project would be developed to serve

passengers up to 60 MAP as per the agreed-upon rules, methodologies and

conditions between the Selection Committee and the private sector.

The aforesaid Master Plan should indicate maximum capacity of the Airport of

each phase together with the development time period required for each phase.

The trigger point for each phase shall be when the passenger movement reaches

80% of the maximum capacity of the previous phase.

2.5 Ownership of Key Assets

1) Assets that were designed and constructed by the public sector: The following assets that

were designed and constructed by the public sector will be under the ownership of the

public sector at all times.

(1) Runways and associated taxiways and related systems;

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(2) ATCT 2, its operating tower, supporting tower, and relevant systems and equipment;

(3) Aprons for PTB, Cargo and MRO; and

(4) Enhancements and central utilities.

2) Assets that were constructed by the private sector: The ownership of the following assets

which were constructed by the private sector will be transferred to the public sector upon

completion of construction (Build-Transfer-Operate :BTO):

(1) Internal road networks within the Project Area;

(2) Additional taxiways associated with Runway 1, and relevant facilities;

(3) Taxiways associated with aprons, and relevant facilities; and

(4) Aprons.

3) Assets that were constructed by the private sector (except assets listed in the items 2.5

2) above: The ownership of the assets that were constructed by the private sector (except

the assets listed in the items (2) above) will be transferred to the public sector at the end

of the PPP period (Build - Operate - Transfer: BOT)

4) The ownership of PTB 3 and GTC will be instructed either as BTO or BOT. RTN and EECO

will inform the final decision during the Q&A session or on the site visit day.

2.6 Details of the Project’s benefit sharing between public sector and private sector:

1) Revenue and expenses of the public sector

(1) Revenue of the public sector

i. RTN will receive the benefit from granting right to use the Runway 1 and its

associated taxiways from the private sector. RTN may also receive other

benefit from granting rights under the PPP Scope to the private sector (if any)

ii. The public sector is to receive land lease payments and enhancements.

iii. The public sector is to receive revenue sharing from the Project.

(2) Expense of the public sector

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i. Capital investment for Runway 2 and related taxiways construction, taxiways

associated with Runway 1, airport electricity system, visibility aids and other

system related to runways, taxiways and TG MRO apron.

ii. Capital investment in air traffic control tower, support facilities and related

system and equipment, and investment in central utilities production

necessary for Aerotropolis promotional area.

2) Revenue and expense of private sector

(1) Revenue of private sector

i. Private sector receives revenue from the Project returns.

(2) Expense of private sector

i. Capital investment and operating expense of the Project under duties and

responsibilities of private sector

ii. Runway 1 utilization and related taxiways

iii. Revenue share to Public sector

iv. PPP commission fee to public sector (if any)

2.7 Supportive Measures for the Project

1) Financial Measures such as investment and operational supportive measures to be

provided by the public sector to relieve early stage financing responsibilities of the private

sector as follows:

(1) Construction of the additional taxiways associated to Runway 1

(2) Construction of the Runway 2 and its associated taxiways

(3) Construction of the new Apron for the TG MRO

(4) Construction of the airport electrical power system, visibility aids and other system

related to runways, taxiways and aircraft parking aprons

(5) Construction of the ATCT 2, its operating building, support buildings and related

systems and equipment

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(6) Procurement and arrangement for utilities system necessary for the Eastern Airport

City Area such as power supply, water supply, waste-water treatment and aviation

refueling

2) Other Measures

(1) Tax and non-tax privileges under Investment Promotion Act

(2) Privileges under Section 5 of the Special Eastern Special Development Zone of EEC Act.

(3) Other supportive measures as specified in the Request for Proposal (“RFP”)

documents

3. Qualification Requirements of the Tenderers

3.1 The Tenderer must have a status as following

1) Single juristic person;

OR

2) The consortium or the joint venture that has not registered as a new juristic person

For consideration of this Invitation To Tender, defined term “Tenderer” shall mean a

single juristic person as specified in section 3.1 1) or the consortium or the joint venture

that has not registered as a new juristic person in section 3.1 2)

3.2 The Tenderer must have aforementioned status and must has following qualification:

1) In case that the Tenderer is a single juristic person, the Tenderer must have at least 1

(One) Thai person or Thai juristic person holding more than 25% (twenty five percentage)

of its total shares and such Thai juristic person must have been registered as juristic

person for at least 3 years prior to the Submission Date; or

2) In case that the Tenderer is the consortium or the joint venture that has not

registered as a new juristic person, the Tenderer must have at least 1 (One) Thai

juristic person holding more than 25% (twenty five percentage) of its total shares and

experienced member specified in section 3.6 1) holding not less than 15% of the total

shares. Each other members of the Tenderer must hold the shares in the Tenderer at

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not less than 5% (five percentage) of its total share. Each member of the Tenderer

must have been registered as juristic person for at least 3 (Three) years prior to the

Submission Date. A member of the Tenderer consortium or joint venture that is not

a new juristic person will be jointly and severally liable in relation to the tender

process.

3) The Tenderer must have a proportionate shareholding between Thai person or juristic

person and foreign person or juristic person that comply with Thai Laws and Regulations

including but not limited to Thailand Air Navigation Act, B.E. 2497(1954) and Foreign

Business Act B.E. 2542 (1999).

3.3 The tenderer that has been selected to The Tenderer should be aware of the following criteria

which would disqualify it for investment in the state undertaking:

1) The Tenderer shall not be on the blacklist of any Thai Government agencies as formally

announced or shall not be affected by such order.

2) The Tenderer shall not be in contravention of the Act Concerning Offences Relating to the

Submission of Bids to Government Agencies, B.E.2542 (1999).

3) The Tenderer shall not be a jointly interested Tenderer with other Tenderers.

Where at least 2 Government agencies under the jurisdiction of the same foreign

Government are tendering separately for the Project, a self-certificate of independent

management is to be provided, affirmed and certified by the embassy or Government

agency of that country, confirming that the tender of each Government agency is neither

under the power or control of such foreign Government nor any one of such foreign

Government agencies. In this case, these Government agencies under the jurisdiction of

the same foreign Government tendering for the Project shall not be taken as having a

joint interest among them.

The definition of jointly interest for consideration are as follows:

“Jointly interested party” refers to juristic person who tender in the procurement of

government agency and have either direct or indirect interest in other business of another

natural person or juristic person business, who tender in the same Government

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procurement process. Having either direct or indirect interest, as previously mentioned,

is defined as natural person or juristic person being related to each other in the following

clause.

a. Management relationship: Manager, Partner, Managing Partner, Executive, or a

person who has authority to operate in any natural person or juristic person

business, has an authority or use an authority to manage another natural person

or juristic person business(es) who tender in the same Government procurement

process

b. Equity relationship: A shareholder of Ordinary Partnership or a General Partner of

Limited Partnership or a Major shareholder of Limited Company or Limited Public

Company, is a shareholder of another Ordinary Partnership(s) or Limited

Partnership(s) or a Major shareholder of Limited Company(ies) or Limited Public

Company(ies) who tender in the same Government procurement process

A major shareholder means a person holding more than 25% (twenty five)

percentage in the business

c. Overlapping interests between clause 1 and clause 2: Manager, Managing Partner,

Managing Director, executive or a person who has the authority to operate in the

business of another natural or juristic person, is a partner in ordinary partnership

or limited partnership; a major shareholder in another limited company or public

company that tender price or proposal in the same procurement of government

agencies or in reverse.

d. Spouse or minor children of a person in a, b and c being partner or holding equity

of aforementioned interest will be considered a person with a title, a partner or a

person who holds interest of such person’s business.

In case any person uses other person’s name to take position of manager,

managing partner, managing director, executive, partner or shareholder who have

absolute control or partner or ultimate shareholder of partnerships or limited

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company(ies) or public company(ies) limited, depends on the case, and related

partnerships or limited company or public company limited that tender price or

proposal in the same government procurement process considered that such

tenderers has relation based on a, b or c, depends on the case.

4) If the Tenderer fails to sign the Integrity Pact form which is must be submitted with its

tender, the Tenderer will be disqualified.

5) The Tenderer shall not possess any special privileges or immunities that prevent itself

from being sued in the Thai courts

3.4 Technical Qualifications

The Tenderer must submit technical qualification proposal as required in the RFP.

3.5 Financial Qualifications

1) Net Tangible Worth

(1) In case that the Tenderer is a single juristic person, the Tenderer must have a

consolidated Net Tangible Worth (calculated by the sum of total asset less intangible

asset and total debt) of at least 10,000,000,000 (Ten Billion) Thai Baht either in the

last completed financial year or averaged over the last three financial years before the

Submission Date (as evidenced by the audited financial accounts).

(2) In case that the Tenderer is the consortium or the joint venture that has not registered

as a new juristic person, the Tenderer must have the sum of the weighted Net Tangible

Worth of each consortium / joint venture member based on each respective

member’s interest or shareholding in the consortium / joint venture will be used to

calculate the Net Tangible Worth of the consortium (which must be in excess of

10,000,000,000 (Ten Billion) Thai Baht either in the last completed financial year or

averaged over the last three financial years start from submission date (as evidenced

by the audited financial accounts).

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Exchange rate (selling rate) as announced by the Bank of Thailand as of the date of

the financial statement of the tenderer and its member (s) should be used to convert

value in the foreign currency into Thai Baht

2) Financing capability for operation of the Project

(1) Debt financing

Tenderer must submit Letter of intent from Thai or foreign financial institution(s)

providing financing to the Tenderer.

(2) Equity financing

Tenderer must submit evidence that the Tenderer and/or its shareholder(s) getting

approval from the board of directors and/or shareholders of such equity support and

funding as required by law and evidence that Tenderer or its shareholders are able to

raise such capital.

3.6 Tenderer Experience

The Tenderer must have experience as the following:

1) Operations & Maintenance Experience:

Evidence of operating and maintaining at least one international1 airport for a period of

3 (Three) consecutive years in the last 10 (Ten) calendar years until submission date and

in the period of 3 (Three) years such an airport should have achieved an annual passenger

throughput of not less than 10 (Ten) MAP in any one year of operation.

2) Development & Construction Experience:

(1) Airport Project:

- the Tenderer must have experience in developed, financed or owned

OR

1 International airports as defined by ICAO.

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- Provided engineering, procurement and construction services for airport projects

with a total development value of at least 15,000,000,000 (Fifteen Billion) Thai Baht

until submission date and is in operation at the submission date;

AND

EITHER

(2) Real Estate Project:

Evidence of experience as the developer (i.e. developed, financed or owned, provided

engineering, procurement and construction services and operations) for a commercial

precinct or an industrial estate in a single site with a development value at least

3,000,000,000 (Three Billion) Thai Baht;

OR

(3) Infrastructure Project:

Evidence of experience as the developer (i.e. developed, financed or owned, provided

engineering, procurement and construction services and operations) in the execution

of at least two large scale infrastructure projects each with a development value of at

least 3,000,000,000 (Three Billion) Thai Baht.

“Large Infrastructure” refers to train, sky train, road, port and other similar large

utilities.

In case the Tenderer quote experience as specified in 3.6 (2) as operation of Joint

venture, the Tenderer/ Consortium members not registering for a New Juristic Person

must have minimum share of investment not less than 25 percent.

Tenderer may quote the technical experience of their respective Affiliates, as tenderer’s

experience required in 3.6. The Tenderer must evidence its association with Affiliate’s

project, in which it must be the same type of project tendered.

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For consideration of technical capacity of the Tenderer as specified in 3.6, the definition

are as follows:

“Affiliate” means, in relation to the Tenderer / consortium member, a person who

controls, is controlled by, or is under the common control of such Tenderer / consortium

member or joint venture member.

“Control” means, relationship in the form which have significant influence over policy,

management and operation of juristic person, regardless the cause of influence, which

may arise from holding a position as shareholder or received power from contract or in

any other case, especially in the following case:

i. The ownership of more than 50% of the voting shares of such person.

ii. Having a direct or indirect authority to control majority of the board meeting of

any juristic person.

iii. Having a direct or indirect authority to setup or cancel more than half of the

board member

Tenderer shall be able to provide basic documents to support experience in the case

that Selection committee and/or RTN and/or EECO requests for additional documents.

3.7 Tenderer guarantee for information

The Tenderer must not be a party involved in high-value litigation which would adversely

impact the risk of unsuccessful project implementation. Should the Tenderer be a party to

any litigious action in any court of law (or the recipient of an adverse ruling for which the

settlement is yet to be paid) the Tenderer must disclose details of the litigation when

submitting its response to the Request for Proposal.

4. Tender Preparation

The Tenderer shall prepare and submit the proposal in 1(one) unsealed envelope and 4 (four)

separately sealed envelopes as follows:

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4.1 The Tenderer shall submit following documents in unsealed envelope:

1) RFP purchase evidence (In the case that tenderer is a consortium or joint venture, all

member must submit RFP purchase evidence);

2) The Tenderer shall not possess any special privileges or immunities that prevent itself

from being sued in the Thai courts;

3) Tender Security;

4) Evaluation Fee;

5) Signed Integrity Pact indicating the Tenderer’s acceptance of and compliance with the

Integrity Pact guidelines. The tenderer shall not have any claims against or take any action

to the Selection Committee, RTN, EECO and government agencies regarding compliance

with the Integrity Pact guidelines.

The Selection Committee will not evaluate any tenders in which the Tenderer has failed

to sign the Integrity Pact form;

6) Resolution to submit tender from Shareholders and/or Board of Directors and/or related

authorized person; and

7) In the case that Tenderer sends a representative to submit the tender, The Power of

Attorney shall be signed by the authorized person(s) and duly affixed with the company’s

seal (if required) authorizing the attorney of the Tenderer, together with copies of the

certified ID cards or passports of both the authorized person(s) and the attorney.

The language used under this unsealed envelope must be in Thai. Tenderer must apply all

documents in Thai standard form as provided in the Appendices of the RFP. The original

document issued by foreign Government entities must be translated to Thai.

4.2 The Tenderer shall submit following documents in 4 (four) separately sealed envelopes:

1) Envelope 1 – Qualification of the Tenderer

Items to be submitted within this Envelope include (but are not limited to):

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(1) General Qualification

i. General information and legal status of tenderer as attached in RFP as well as

submitting certificate of juristic person and Memorandum of Association;

ii. the Tenderer must submit guarantee and disclose details of the litigation which

would adversely impact its financial statements and the risk of unsuccessful

project implementation according to the form in RFP; and

iii. In the case that tenderer is a consortium or joint venture, all members must

submit evidence or contract regarding the Joint Venture/Consortium Not

Registering to a New Juristic Person according to the form in RFP.

(2) Financial Qualification

i. Evidence of Financial Capacity, including audited financial statements (for the

past 3 (three) years) including 3 (three) years latest balance sheet; and

(3) Technical and Experience Qualification

i. Certificate from Shareholders and/or Board of Directors and/or related

authorized person, regarding the experience of tenderer as stated on 3.6

And/or; and

ii. Evidence supporting experience of tenderer such as employment contract,

invoice, operation standard certificate of quoted project

2) Envelope 2 – Technical and Business Plan Proposal

Items to be submitted within this Envelope include (but are not limited to):

(1) Technical Proposal

i. Master planning documentation;

ii. The conceptual design for the passenger terminal;

iii. A project execution plan;

iv. An operations and maintenance plan;

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(2) Business Plan Proposal

i. Evidence of the robustness of project financing;

ii. The Tenderer’s commercial strategy;

iii. The credentials of the Tenderer and its key personnel, organization chart; and

iv. Knowledge and Technology Transfer plan

3) Envelope 3 – Price Proposal

Items to be submitted within this Envelope include (but are not limited to):

(1) A Financial Model

(2) Proposed revenue sharing to government including percentage share of revenue

(minimum rate of 5%) and specified minimum payment annually.

4) Envelope 4 – Other Proposal

This envelope is not a mandatory envelope.

5. Summary of Evaluation Criteria and Procedures

Tenderer who completely submit documents specified on 4.1 1) to 4.1 7) will be evaluated

base on the following criteria:

5.1. Evaluation of Envelope 1: Qualification of the Tenderer

Evaluation of Envelope 1, as stated on section 4.2 1), shall focus on the accuracy and

completeness of the documents submitted based on a pass/fail scheme. The Tenderers

who are qualified for Envelope 1 evaluation shall be further evaluated for Envelope 2 (Two)

as specified in Section 5.2 below.

5.2. Evaluation of Envelope 2: Technical Proposal (Technical and Business plan)

Evaluation of Envelope 2, as stated on section 4.2 2), shall be conducted based on scoring

by each sub-component, and must achieve at least a minimum passing score of 75%. The

overall passing score is 80% for the Tenderer to be qualified in this stage. The Tenderers

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must submit all sub-components as stated on section 4.2 2). Failing to submit any sections

therein shall result in disqualification of the Tenderer.

Technical evaluation will consider technical proposal which are separated into 2 sections:

1) Technical Evaluation

(1) Master planning (12.5%)

(2) PTB 3 conceptual design (12.5%)

(3) Project execution plan (12.5%)

(4) Operations and maintenance plan (12.5%)

2) Business Plan Evaluation

(1) Robustness of financial plan (12.5%)

(2) Commercial strategy (15%)

(3) Credentials of Tenderer and its key personnel (10%)

(4) Knowledge and Technology Transfer plan (12.5%)

The Tenderers who are qualified for Envelope 2 evaluation shall be further evaluated

for Envelope 3 as specified in section 5.3 below.

5.3 Evaluation of Envelope 3: Price Proposal

The price evaluation is to be assessed based on Net Present Value (“NPV”) of the revenue

proposed by the Tenderer to be shared with the Government (after factoring out

Government subsidies) which shall not be lower than 42,725,000,000 (Forty Two Billion

Seven Hundred and Twenty Five Million) Thai Baht (WACC 3.76%, 48-year government

bond yield as of 11 November B.E. 2561) and Tenderer must submit Financial Model which

demonstrates annual revenue throughout the Project period for consideration. The

Tenderer who proposes the best NPV shall qualify for Envelope 3 Price Proposal and shall

enter into a negotiation process.

5.4 The selected bidder from Envelope 3 whose agreement has been reached after

negotiation, shall be considered the Successful Tenderer.

5.5 Evaluation of Envelope 4: Other Proposals in Enhancing Project Efficiency

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5.6 Successful Tenderer shall set up Special Purpose Vehicle (SPV) as stated on Section 16

6. Date, Time and Place for the RFP Purchase

The Request for Proposal shall be available for purchase from Friday, 16th November, B.E.

2561 (2018) to Thursday 29 November B.E. 2561 (2018), B.E. 2561 (2018), 09:00 – 12:00 hrs.

and 13:00 – 15:00 hrs., at the Royal Thai Naval Institute Library (4th floor), the Royal Thai

Navy Base Thanon Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok.

In addition, additional information and inquiry regarding RFP can be request via following

telephone numbers, 02-875-4847 and 02-465-7838, as well as following email, utp-

ppp@navy.mi.th

7. Procedures for the Submission of RFP-related Comments, Suggestions or Questions and RFP

Clarifications

7.1 The public sector shall arrange for 2 (two) Q&A session on 30 November, B.E. 2561 (2018),

at 09:00 hrs. and 8 February, B.E. 2562 (2019), at 09:00 hrs, at the Royal Thai Navy Base,

Thanon Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok, to address any

questions, comments, suggestions or clarifications from the Tenderers.

7.2 The public sector shall arrange for an airport site visit for Tenderers on 1 December, B.E.

2561 (2018).

7.3 The public sector shall allow for RFP-related comments, suggestions or questions to be

submitted between 16 November, B.E. 2561 (2018) to 4 February, B.E. 2562 (2019) during

the RTN’s official working hours, at the Meeting Room, the Royal Thai Navy Base, Thanon

Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok, through registered mail, in

person or by an authorized person. However Envelope purchaser may submit feedback

comment or question via email to utp-ppp@navy.mi.th.

7.4 The above activities, as stated in section 7.1 and 7.2, are optional and Tenderer will not be

disqualified in the case that Tenderer is unavailable to participate. The Tenderer must read

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RFP carefully and understand all the terms and conditions. In any case, the Tenderer shall

be responsible for any mistakes or errors in the proposal.

7.5 The RFP clarifications shall be made in writing and sent to all the RFP purchasers from 16

November, B.E. 2561 (2018) to 8 February, B.E. 2562 (2019).

8. Procedures for Verification of Project-Related Information and Details

In addition to the information contained in the RFP, further information is available to

Tenderers between 3 December, B.E. 2561 (2018) to 31 January , B.E. 2562 (2019) during

the RTN’s official working hours, at the Meeting Room, the Royal Thai Navy Base, Thanon

Itsaraphap, Khwaeng Ban Chang Lo, Bangkok Noi, Bangkok. The details on these

requirements of Procedures for Verification of Project-Related Information and Details will

be available in the RFP.

9. Date, Time and Place for Tender Submission and Tender Opening

9.1 The Tender Submission Date is scheduled to be on 28 February, B.E. 2562 (2019), from 9:00

hrs. (opening) to 15:00 hrs. (noon – closing), based on Thailand standard time as advised by

the Royal Thai Navy, at the Royal Thai Navy Base, Thanon Itsaraphap, Khwaeng Ban Chang

Lo, Bangkok Noi,Bangkok. The Government reserves the right to extend the tender period.

9.2 Opening of the Tenderers’ tenders will be held on 1 March, B.E. 2561 (2018), at 09:00 hrs,

at the RTN.

10. Request for Proposal Fee

10.1 The RTN shall sell the first set of the RFP at a fee of 1,000,000 (One Million) Thai Baht.

10.2 The Tenderers can purchase additional sets of RFP at a fee of 100,000 (One Hundred

Thousand) Thai Baht each. The fee shall be paid by cashier cheque payable to the “Royal

Thai Navy”. In any case, the Tenderers shall not request or claim refund of the fee from

the RTN. Tenderers will be required to submit proof of RFP purchase alongside their

tender.

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11. Tender Evaluation Fee

On the Tender Submission Date, each Tenderer shall pay an evaluation fee of 2,000,000 (Two

Million) Thai Baht, in which 1,000,000 (One Million) Thai Baht by cashier cheque payable to

the “Royal Thai Navy” and 1,000,000 (One Million) Thai Baht by cashier cheque payable to

the “EECO”. In any case, the Tenderers shall not request or claim refund of the fee from the

RTN and EECO.

12. Tender Security

The tender shall be accompanied by a tender security in the amount of 1,000,000,000 (One

Billion) Thai Baht.

The public sector will return the tender security to the unsuccessful Tenderers within 15

(Fifteen) days from the date the Policy Committee has approved of the selection results or

after 120 (One Hundred and Twenty) days from the date the Selection Committee has

resolved to select the Successful Tenderer, whichever happens first. The tender security of

the Successful Tenderer will be returned when the Tenderer has signed the PPP Contract

and furnished the performance security as required under the PPP Contract.

The tender security may be forfeited in the following cases:

12.1. If the Tenderer withdraws its tender during the period of tender validity;

OR

12.2. In the case a successful tenderer is appointed and does not fulfill the following:

1) sign the PPP Contract;

OR

2) Submit the required performance security as specified under the PPP Contract.

13. The PPP Contract Signing Fee

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On the PPP Contract signing date, the Successful Tenderer shall pay the signing fee in the

amount of 100,000,000 (One Hundred Million) Thai Baht, by cashier cheque. This Signing Fee

is payable to “Royal Thai Navy” 50,000,000 (Fifty Million) Thai Baht and to “EECO”

50,000,000 (Fifty Million) Thai Baht. In any case, the Tenderers shall not request or claim

refund of the fee from the RTN and EECO.

14. Performance Security and Letter of Guarantee

14.1. Performance Security

On the PPP Contract signing date, the Successful Tenderer shall provide to the public sector

a performance security in the amount of 4,500,000,000 (Four Billion Five Hundred Million)

Thai Baht as a guarantee for its performance under the PPP Contract, which includes the

private sector’s obligations for the development of the Project. Private sector may request

government to adjust value of Performance Security down with following requirements.

1) When Passenger Terminal Building 3 reaches capacity of 20 MAP, the public sector may

consider to decrease value of performance security from 4,500,000,000 (Four Billion Five

Hundred Million) Thai Baht to 3,000,000,000 (Three Billion) Thai Baht.

2) When Passenger Terminal Building 3 reaches capacity of 40 MAP, the public sector may

consider to decrease value of performance security from 3,000,000,000 (Three Billion)

Thai Baht to 2,000,000,000 (Two Billion) Thai Baht and such performance security shall

be valid until the end of the Project Term.

In the event that the public sector makes any claim under the Performance Security, the

private sector shall replenish the Performance Security to the same amount stipulated

under this clause within a reasonable time from the date the claim is raised by the public

sector.

Performance Security shall be returned when the private sector is relieved from its

obligations under the PPP Contract. In any case, the performance security shall be returned

without interest.

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14.2. Letter of Guarantee

1) On the PPP Contract signing date; the private sector shall furnish to the public sector all

the letters of guarantee issued by its shareholders, to guarantee for the damages that

may be incurred by the SPV (the “SPV”) (as specified below in section 16) if it fails to

comply with the PPP Contract. It shall be stated, in each letter of guarantee, that the

shareholder issuing such letter of guarantee shall be jointly and severally liable for the

undertaking of the PPP Contract with other shareholders who issue separate letters of

guarantee (on the condition that the amount liable shall not exceed the maximum

guaranteed amount specified under such letter of guarantee). Total value of the

maximum guaranteed amounts of all the letters of guarantee combined shall be

equivalent to the total investment cost of the Project specified in the Tenderer’s

Proposal.

These letters of guarantee shall be valid from the date the PPP Contract is signed until

the end of the Project Term, and when the PPP Co has completely performed and been

relieved from all the obligations prescribed under the PPP Contract, except the case that

the SPV raised fund in the capital market based on the securities and exchange law or

the foreign laws, including listing on stock exchange in Thailand or foreign country, fund

raising through Infrastructure Fund or Infrastructure Trust, excluding the case when

fund raising is made through Real Estate Investment Trust (REIT)

2) In case of changes in the SPV’s shareholders or shareholding proportions prescribed

under the PPP Contract, if the letters of guarantee need to be modified to make them

compliant with such changes as set out in section 14.2 1); the contractual party shall

agree to such modifications of the letters of guarantee, based on the condition that,

after such modifications, the total value of the maximum guaranteed amounts

combined for all the letters of guarantee shall be equivalent to the total investment cost

of the Project specified under the Tenderer’s Proposal.

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15. Disclaimers

15.1 Order of precedence

Any inconsistency or incompatibility between or among the provisions of the RFP and ITT

shall be resolved by giving precedence in the following order:

1) the Request for Proposal (RFP); and

2) the Invitation to Tender (ITT).

In the event of an inconsistency or incompatibility between the RFP and the ITT, the RFP

shall prevail.

15.2 Reserved Rights to Cancel the Tender Process

The Selection Committee reserves the right, at its absolute discretion, to cancel the ITT, the

tender process or not to be bound to accept and/or negotiate with the Qualified Tenderer

and/or the Tenderer with the highest proposed compensation, including the cases when

the Cabinet or the Policy Committee disapprove of the results of the tender, negotiation or

the draft PPP Contract of the Project; or in the event when the Qualified Tenderer fails to

comply with the applicable laws of Thailand by means of such cancellation. In any case, the

Tenderers shall not claim any fees, expenses or damages incurred thereby from the Thai

Government, the Ministry of Defense, the Selection Committee, the RTN, EECO and any

relevant authorities.

In the case that Cabinet or the Policy Committee does not agree with the tender result due

to the Successful Bidder cannot comply with the Thai law or fail in negotiation process, the

Selection Committee, RTN or EECO reserves right to forfeit the result and consider the

second best proposal. In any case, the Tenderers shall not claim any fees, expenses or

damages incurred thereby from the Thai Government, Ministry of Transport, the Selection

Committee, the RTN, the Office and any relevant authorities.

15.3 Rights Reserved to Change the Tender Details

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The Selection Committee reserves the right to change, amend or add details of, as well as

shorten or extend, the tender period as specified in the RFP, including the case when

changes are required in compliance with the Resolutions of the Cabinet and/or the Policy

Committee, results of the tender evaluation and negotiation with the Successful Tenderer

and/or the PPP Contract and/or the Shareholder Agreement, observation of the Office of

the Attorney General, comments from the Policy Committee and the Cabinet.

Tenderers shall not claim any fees, expenses or damages incurred thereby from the Thai

Government, Ministry of Defense, the Selection Committee, the RTN, EECO and any

relevant authorities.

15.4 Reserved Rights to Amend the Details of the Invitation to Tender

This ITT is intended to serve as indicative information for those interested to tender for the

Project only. The Selection Committee reserves the right to define differently the details in

the RFP from what is stipulated herein.

15.5 Reserved Rights to enquire further information from the Tenderer

The Selection Committee reserves its right to enquire further information from the

Tenderer for the clarity of the proposed Proposal by the Tenderer. Such enquiries shall not

effect or change the information and proposed Proposal by the Tenderer.

15.6 Reserved Rights to not evaluate or cancel the Proposal proposed by the Tenderer who

engaged the advisor that involved in the preparation of the RFP as its advisors

The Selection Committee reserves its right to not evaluate or cancel the proposal of the

tenderer whose advisors engaged in the preparation of this ITT, RFP, and PPP Contract due

to the fact that advisors engaging in Selection Committee of RTN and EECO falls into default

and termination criteria under PPP Contract.

15.7 Reserved Rights of the proprietary and Intellectual Properties in any form The RFP,

proprietary of RFP, and document contained in the RFP

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The ownership and intellectual property of the RFP belongs to RTN. The RFP purchaser shall

not seek to benefit from the RFP document. The RFP purchaser must strictly maintain the

confidentiality of all information contained in the RFP.

16. Setting Up a Special Purpose Vehicle (SPV) and the Signing of the PPP Contract

16.1. Upon the Selection Committee’s consent on the result of the tender evaluation,

negotiation and on the PPP Contract, the Successful Tenderer(s) shall set up a new Special

Purpose Vehicle in Thailand (“SPV”), with its objectives to undertake obligations and

responsibilities of the private sector as listed in clause 2.3 (2) above .

16.2. The juristic person holding shares in the SPV shall only be the Successful Tenderer(s). The

shareholders of the SPV must comprise of at least 1 (one) Thai juristic member holding

share of the SPV for more than 25% of the total share of the SPV. The member who claims

experiences in the qualification of 3.6 (1) must also hold the share of the SPV for not less

than 15% of the total share of the SPV. Moreover, each shareholders of the SPV shall hold

the share of the SPV at not less than 5% each.

16.3. The designated government entity will entered into the PPP Contract with the SPV within

30 (thirty) days after the Selection Committee’s consent on the result of the tender

evaluation, negotiation and on the on PPP Contract.

The SPV must bear all the associated costs incurred for the signing of the PPP Contract

(i.e. stamps and duties).

16.4. On the Signing Date of the PPP Contract, the SPV’s registered and paid-up capital shall be

at not less than 4,500,000,000 (Four Billion Five Hundred Million) Thai Baht. On the

operations and maintenance Date as indicated in section 2.4 2) (3) i b of Key Development

Activities for Phase 1, the SPV’s registered and paid-up capital shall be at not less than

9,000,000,000 (Nine Billion) Thai Baht

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The SPV must comply with Thai Laws and Regulations including The Air Navigation Act 1954

and Foreign Business Act 1999.

Announced on 12th November, B.E. 2561 (2018)

Adm. Luechai Ruddit

( Luechai Ruddit )

Commander-in-Chief of the Royal Thai Navy

Chairman of the Selection Committee for U-Tapao International Airport Project