Public invitation for participation in the procedure for granting of a concession for designing, financing, construction, operation, maintenance and transfer of four underground garages located on the territory of the city of Belgrade | 贝尔格莱德市

петак, 3. новембар 2017.

City of Belgrade

Public invitation for participation in the procedure for granting of a concession for designing, financing, construction, operation, maintenance and transfer of four underground garages located on the territory of the city of Belgrade

On the basis of Article 35, in relation to Article 10, paragraph 1 and Article 20 paragraph 3 of the Public-Private Partnership and Concessions Act of Republic of Serbia ("Official Gazette of RS nos. 88/2011, 15/2016 and 104/2016") ("Concessions' Act"), the City of Belgrade (the "City"), in capacity of the concedent, hereby announces this:

PUBLIC INVITATION
for participation in the procedure for granting of
A CONCESSION FOR DESIGNING, FINANCING, CONSTRUCTION, OPERATION, MAINTENANCE AND TRANSFER OF FOUR UNDERGROUND GARAGES LOCATED ON THE TERRITORY OF THE CITY OF BELGRADE

The City invites all interested domestic and foreign legal entities and individuals that fulfil the requirements prescribed under this public invitation ("Public Invitation") to participate in the procedure for granting of the concession right for developing of underground garages and for performance of delegated activity- management of public parking, the subject of which is designing, financing, constructing, operating, maintaining and transferring four underground garages i.e. public parking spaces ("Concession").

1. Contact details of the City
Nenad Vlaketić, member of the Expert Team, Mayor's Office
A: Dragoslava Jovanovića 2, 11-000 Belgrade, Serbia
W: http://www.beograd.rs/ 
E: nenad.vlaketic@beograd.gov.rs
2. Information on the Concession
2.1 Subject matter of the Concession/ nature and scope of the concession activity
Article 10 of the Concessions' Act prescribes that concession entails assignment to a private partner of, inter alia, a right of performance of general interest activities. The Communal Activities Act ("Official Gazette of RS" nos. 88/2011 and 104/2016) further recognises in Article 2 that communal activities are the general interest activities and prescribes that "management of public parking" is one of the communal i.e. general interest activities.
The City, as a public body competent for regulating and ensuring the performance of communal activities in the field of inter alia management of underground public parking within the territory of the City, initiates this concession procedure ("Concession Procedure") for granting of the Concession, as defined above. The Concession shall be granted to a private partner by concession agreement upon completion of this Concession Procedure and selection of the most favourable bid. The subject matter of the Concession is designing, financing, constructing, operating, maintaining and transferring four underground garages located on the territory of the City (individually referred to as a "Garage" and collectively as the "Garages") (such project the "Project").
2.2 Place of performing the Concession
The place for performing the activities envisaged by the Concession is on the territory of the City, as follows:
2.2.1 Studentski trg
The Garage is to be located under Studentski trg street, on the south side of Studentski park. The planned total gross surface area is approx. 20,000 m2, split into three underground levels, i.e. six underground sub-levels with garage places.
The total number of garage places is to be 697, as determined by the construction permit for the Garage that was issued on 11 July 2016, under the no. IX-20 351-195/2016.
2.2.2 Trg Republike
The Garage is to be located between the following streets: Francuska, Makedonska and Braće Jugovića. The planned total gross surface area is approx. 11,000 m2, split into two underground levels.
The total number of garage places within the Garage is expected to be approx. 370.
The conceptual solution (idejno rešenje) has been obtained for the Garage.
2.2.3 Vlajkovićeva street
The location of this Garage is in Vlajkovićeva street, under plateau on the right side of the National Assembly of Republic of Serbia. The planned total gross surface area of this Garage is approx. 10,500 m2, split into three underground levels i.e. six underground sub-levels with garage places.
The total number of garage places within the Garage is expected to be approx. 340.
The conceptual solution (idejno rešenje) has been obtained for the Garage.
2.2.4 Fruškogorska street
The Garage is to be located beside Fruškogorska street, under the park "Park nesvrstanim zemljama". The planned total gross surface area of the Garage is around 12,000 m2, split into five underground levels i.e. nine underground sub-levels with garage places.
The total number of garage places within the Garage is expected to be approx. 430.
The conceptual solution (idejno rešenje) has been obtained for the Garage.
2.3 Type of the Concession and the Concession Procedure
The Concession Procedure is implemented on the basis of Article 20, paragraph 3, in conjunction with Article 10, paragraph 1 and in accordance with Articles 35 to 41 of the Concessions' Act, as a concession for developing of underground garages and for performance of delegated activity- management of public parking, the subject of which is designing, financing, constructing, operating, maintaining and transferring four underground garages located on the territory of the City.
The Concession will not be granted in phases. The Concession Procedure will be implemented without prequalification.
2.4 Estimated value of the Project
The estimated value of the Project is approx. EUR 35,000,000 to 40,000,000. The provided range is an indicative estimate considering that the number of parking places in the Garages where a construction permit has not been issued to date may vary and are flexible subject to the terms specified in the concession agreement. The bidders are expected to perform their own estimates and undertake all needed diligences in order to estimate the value of the Project.
2.5 Concession Fee
The concession fee is to be payable by the concessionaire to the City in line with dynamics determined under the concession agreement. The concession fee ("Concession Fee") shall be divided in two parts: (i) the first part payable as a one-off payment upon financial close of the Project, as further defined under Section 4.1 below ("Upfront Fee"); and (ii) the second part payable annually as a fixed fee per number of parking places in each operating Garage that will be CPI indexed, as further defined under Section 4.2 below ("Annual Fee").
2.6 Concession length
The Concession shall last for 40 years, starting from the financial close of the Project ("Concession Term").
2.7 Land rights
The land used for the Project i.e. required for construction of the Garages will be procured by the City, in line with dynamics to be determined under the concession agreement. 
The City will be the legal owner of the Garages.
2.8 On-street parking 
Pursuant to the strategy for extension of the pedestrian zone adopted by the City in 2014, on-street parking in the catchment area of some of the Garages will be reconstructed into the pedestrian zone (Knez Mihailova street and number of adjacent streets). As a result of this reconstruction, around 1,000 on-street parking places will be cancelled.
The project for extension of pedestrian zone is planned to be developed in 4 phases. Completion of the extension project will be aligned to dynamics of the Project and construction of Garages.
3. Participation in Concession Procedure
3.1 Obtaining of Tender Documentation
Any interested party that fulfils requirements prescribed under this Section 3.1 and Section 3.2 may participate in the Concession Procedure and receive the tender documentation for this Concession Procedure ("Tender Documentation"). Consortiums may also participate in the Concession Procedure, in line with the terms prescribed under Tender Documentation and the Concessions' Act.
A fee for obtaining of the Tender Documentation shall not be charged.
The request for obtaining of the Tender Documentation ("Request for the Tender Documentation") must be sent to the City, no later than 10 December 2017, 12 p.m. CET, at the address specified under Section 1, via certified mail with receipt confirmation or via e-mail. 
Along with the Request for the Tender Documentation, each interested party must submit:
(i) duly signed copy of the confidentiality agreement, the template of which is attached hereto as Appendix 1; and
(ii) official excerpt issued by the competent commercial registry, not older than 30 days as of the day of submission of the Request for Tender Documentation, which proves that a signatory of the confidentiality agreement is authorised for such representation or original of duly signed and certified power of attorney, in case that confidentiality agreement is signed by the person other than the statutory representative of the interested party. In case that either of the document is issued in a language other than Serbian or English, a certified translation of a court sworn interpreter in Serbia for the relevant language should also be provided along with the original of relevant document.
The Request for Tender Documentation should indicate the address and e-mail address of the interested party to which the Tender Documentation shall be delivered.
Only the Request for Tender Documentation delivered in line with this Section 3.1 will be considered as due and complete and will entitle interested party to receive the Tender Documentation.
3.2 Participation requirements
3.2.1 Mandatory participation requirements
Each bidder must prove that:
1) it is an active legal entity, registered in the competent commercial registry of the country of residence;
2) itself and its legal representative(s) have not been convicted for any criminal act as a member to the organised criminal group, have not been convicted for white collar crimes (krivično delo protiv privrede), criminal acts against environmental protection, criminal act of receiving or giving bribes or the criminal act of fraud;
3) it has paid due taxes, contributions and other public fees in accordance with the regulations of the Republic of Serbia or such other country of residence of the bidder, as the case may be; and
4) it complies with all obligations stemming from the legal acts governing safety at work, employment and labour conditions, and environmental protection and there is no prohibition of performance of business activity against the bidder in force at the time of submission of the bid.
The proofs required for fulfilment of mandatory participation requirements are envisaged under Appendix 2 attached hereto.
3.2.2  Additional participation / qualification requirements
1) within the period of 5 years preceding the date of the Public Invitation, counting as of the day of publishing of the Public Invitation, the Bidder has had experience in: (i) construction of at least 2 underground public garages, having not less than 300 parking places per garage; and (ii) operation of at least 3 garages, having not less than 200 parking places per each garage. In case of a consortium, one consortium member must independently fulfil the requirement under sub-point (ii) above requiring experience in operation of at least 3 garages, having not less than 200 parking places each. Such member of a consortium will be nominated as the leader of a consortium in a consortium agreement; and
2) at least EUR 15 million of annual revenues in each of the 2 business years preceding the year of publishing of the Public Invitation. The annual revenues for the purposes of this requirement shall be considered as the revenues expressed in (audited) financial statements of a bidder for relevant years. In case of a consortium, maximum three (3) members of a consortium must jointly fulfil this requirement. 
The proofs required for fulfilment of additional participation/ qualification requirements are envisaged under Appendix 2 attached hereto.
4. Criteria for selection of most favourable bid
The criterion for selection of the most favourable bid in this Concession Procedure will be the highest Concession Fee offered. 
In their bids, the bidders shall express the Concession Fee (i.e. amount of the Upfront Fee and of the Annual Fee) and the financial model, as prescribed further below:
4.1 Upfront Fee
The selected Bidder i.e. the concessionaire shall pay to the City an Upfront Fee, within 15 business days following the financial close of the Project, as defined in more detail under the Concession Agreement.
The Upfront Fee shall be expressed and payable in RSD. 
4.2 Annual Fee
The Annual Fee shall be effective as of the first business day following the issuance of the first occupation permit (upotrebna dozvola) for a Project Garage.  The Annual Fee cannot amount to less than RSD 600 per operating parking place of Garage for which an occupation permit has been issued, per year. 
The Annual Fee shall be expressed and payable in RSD.
4.3 Advisory costs
The selected bidder will be required to reimburse EUR 260,920 to the City for the costs of its advisors on the Project ("Advisory Costs") in relation to the Concession Procedure, in accordance with the following dynamics:
(i) EUR 100,000 payable 60 days upon reaching of the financial close of the Project;
(ii) EUR 100,000 payable within one year upon reaching of the financial close of the Project; and
(iii) EUR 60,920 payable within two years upon reaching of the financial close of the Project.
4.4 Financial model
The Bidders are required to present financial model in their bids ("Financial Model"). The Financial Model shall contain following elements/requirements (without limitations):
(i) all worksheets include a consistent timeline;
(ii) no circularities (circular references or calculations) are included;
(iii) no hardcoded numbers in formula;
(iv) inputs are presented in separate worksheets than calculation worksheets and they have a different format / cell colour;
(v) Concession Fee in the model reconcile with the bid;
(vi) a minimum 25% equity contribution;
(vii) o funding shortfalls post construction and no overdraft during construction;
(viii) inflation set at e.g 1% or 2% for all indexable items;
(ix) currency of model;
(x) Advisory Costs; 
(xi) logical consistency of the Financial Model;
(xii) calculate the Equity IRR;
(xiii) dividend pay-out calculation (also for Equity IRR computation) should be subject to applicable rules for dividend distribution for the prospective project company that will operate the Garages; and
(xiv) MS excel format.
4.5 Evaluation of the Bids
Each bidder [i] (i = 1 to N, i.e. Bidder 1, Bidder 2, Bidder 3, etc.) will bid two elements of the Concession Fee, both expressed in RSD:
(i) Upfront Fee [Ui]; and
(ii) Annual Fee [Fi].
Each bidder's score [Si] will be calculated pursuant to the following formula: Si=60%×Ui + 40%×Fi 
The Annual Fee per operational parking place (in Base Date prices, as defined below) cannot be less than RSD 600 per year. The total Annual Fee will be calculated based on the Annual Fee per operating parking place per year offered by a bidder multiplied by the total number of the operating parking places, which is for the purposes of assessment of the bids assumed to be 1,850 parking places.
Each bidder should take into account that the Upfront Fee and Annual Fee amounts will become contractual payment obligations and will be envisaged by the Concession Agreement.
The Annual Fee would be indexed annually according to the inflation indexation provisions of the Concession Agreement, considering 31 December 2017 as base date (the "Base Date").
For the purpose of assessment of the bids, the Annual Fee will be calculated based on assumption of 3% stable annual increase from the Base Date and the assumed indicative number of operating parking places within Garages used for calculation of the Annual Fee will be 1,850 operational parking places from the Base Date. Therefore, the minimum Annual Fee used for calculation will be RSD 1,110,000 per annum in Base Date prices. The Annual Fee shall be discounted to achieve the Net Present Value of the future Annual Fees payable during the Concession Term by 9.4% discount rate from the Base Date.
5. Submission of the bids
The Bids must be submitted by 31 January 2018, 12.00 p.m. CET, at the premises of the City, as indicated in Section 1 herein ("Bids' Submission Deadline").
The Bids should be submitted in person or via certified mail with receipt confirmation, in closed envelopes as further defined under Tender Documentation. The Bids shall be considered as submitted upon their physical receipt by the City.
The Bids must be submitted in Serbian and English language. In case of discrepancy between the two language versions, the Serbian language version shall prevail.
Bids submitted in Serbian language may be drafted either in Latin or Cyrillic script.
6. Notification on results of the Concession Procedure
Results of the Concession Procedure will be disclosed on 21 February 2018. The City will deliver relevant decision, along with the Minutes of opening and evaluation of the Bids, to each bidder via e-mail and will publish such decision at its official website and the Public Procurement Portal.
7. Protection of rights of the bidders 
7.1 Any party interested in participation or which participates in the Concession Procedure is entitled to submit a request for protection of rights in relation to this Concession Procedure to the Republic Commission for Protection of Rights of the Bidders in Public Procurement Procedure ("Commission").
7.2 The request for protection of rights shall be delivered to the City at the address indicated in Section 1 herein, via certified mail with receipt confirmation. 
Simultaneously, a copy of a request for protection of rights shall be delivered to the Commission at the following address:
Administration for joint affairs of Republic authorities
Nemanjina 22-26, 11-000 Belgrade
7.3 A request for protection of rights may be submitted against any decision of the City that may be challenged separately and that was rendered against the law, in the opinion of the submitting party. 
7.4 The deadlines for submission of request for protection of rights are as follows:
(i) seven (7) days before the Bids' Submission Deadline, at the latest, in case that request for protection of rights refers to the Tender Documentation or any other actions of the City concerning the Concession Procedure that are undertaken before the Bids' Submission Deadline and before the expiration of deadline for submission of request for protection of rights; 
(ii) 15 (fifteen) days upon announcement of results of the Concession Procedure i.e. publishing at the website of the City and the Public Procurement Portal of decision on selection of the most favourable bid or decision on cancellation of Concession Procedure, in case that protection of rights refers to either of the decisions of the City.
7.5 If another request for protection of rights in this Concession Procedure was submitted by the same party, the latter request cannot challenge the activities of the City which the submitting party knew or could know during the submission of the first request.
8. Bid Bond
Each bidder must submit along with its bid a bid bond in the amount of EUR 1,000,000 million ("Bid Bond") issued in favour of the City for seriousness of its bid.
Form and content of the Bid Bond, as well as the eligibility criteria for the issuing bank will be provided within the Tender Documentation.
Validity period of the Bid Bond must not be shorter than nine months as of the date of the Bids' Submission Deadline. 
Schedules:
1) Appendix 1 – Confidentiality Agreement
2) Appendix 2 – Participation requirements and proofs on their fulfilment