savin1图纸及技术规范instructions_to_prospective_naia_epc_11162018__excerpt_

1、Aboitiz InfraCapital, Inc.AC Infrastructure Holdings Corporation Alliance Global Group, Inc.Asias Emerging Dragon Corporation Filinvest Development Corporation JG Summit Holdings, Inc.Metro Pacific Investments Corporation (as the Project Proponent)INSTRUCTIONS TO PROSPECTIVE EPC CONTRACTORS FOR THEN

2、AIA PROJECT20181INSTRUCTIONS TO PROSPECTIVE EPC CONTRACTORS1.The EPC Contractor for the NAIA Project (the “Project”) will undertake the design and construction of NAIA Complex that will increase its capacity to 65 MPPA (Annex A Project Overview).2.Project DescriptionThe Project shall transform NAIA,

3、 which will be a key component of the Philippines multiple gateway airport strategy, into a competitive hub airport in the ASEAN and Asia-Pacific region by providing a world-class gateway to the country. The timelines are targets and are subject to finalization over the course of the final bid devel

4、opment.Phase 1A: 47.0 MPPA by 2020Phase 1A involves the implementation of immediate improvements and reconfiguration of existing terminals and airside works, to increase NAIAs capacity to 47 MPPA, which will be sufficient to meet JICAs traffic projection until 2020.Phase 1B: 65.0 MPPA by 2022Phase 1

5、B involves the expansion of existing terminals and construction of new terminals into a West Hub and an East Hub, with construction works being carried out in parallel with Phase 1A, to increase NAIAs capacity to 65.0 MPPA and, meeting JICAs traffic projection until 2028.Phase 1B must be completed i

6、n 2 stages. Stage 1 involves completion of Terminal 3 Annex (East Hub) by 2021 and Stage 2 involves completion of Terminal 2 Annex (West Hub) by 2022.This includes the construction of an Airport People Mover (APM) system to link the three terminals, as well as link the NAIA complex through rail to M

7、anilas mass transit system at the most efficient station/s.Concurrent with the development and construction of NAIA, user experience will be made more memorable through the introduction of innovative commercial spaces and expansive retail and dining options, all of which reflect the rich culture and

8、 traditions of the Filipino people.Attached as Annex A is an overview of the proposed NAIA Project and Annex B provides the indicative timeline of the Projects unsolicited process.3.Aboitiz InfraCapital, Inc., AC Infrastructure Holdings Corporation, Alliance Global Group, Inc., Asias Emerging Dragon

9、 Corporation, Filinvest Development Corporation, JG Summit Holdings, Inc., and Metro Pacific Investments Corporation (the “Project Proponent”) with the possible participation of other international investors shall comprise the Consortium that will own the Concession for the project.23.1. The Project

10、 Proponent has appointed consultants/advisors for purposes of finalizing the unsolicited proposal. By responding to this RFP, the prospective EPC Contractor agrees to work with the Project Proponents consultants in good faith and in a constructive manner to determine the most competitive proposal wi

11、thin the time table acceptable to the Grantors.The Project Proponents consultants/advisors include:3.1.1.Overall Airport Operations and Maintenance Advisor - Changi Airports Consultants Pte. Ltd.3.1.2.Architectural and Engineering/Design Consultant Consortium led by Populous Pte Limited, Ramboll Gro

12、up A/S, and Arcadis3.1.3.Air Traffic Control Consultant TBD3.1.4.Local Legal Advisor Gulapa and Quicho Law Offices3.1.5.International Legal Advisor TBD3.1.6.Project Manager AC Infrastructure Holding Corporation3.1.7.Others to be determined4.The scope of work and additional undertakings of the EPC Co

13、ntractor, and the summary of the heads of terms of the EPC Contract, are set out in “Annex C”.3ANNEX A PROJECT OVERVIEWPhase 1APhase 1B45678Airside Works are highlighted in yellow and red in the above diagram.9ANNEX BINDICATIVE TIMELINE BASED ON UNSOLICITED PROPOSAL PROCESS10ANNEX CEPC CONTRACTOR KE

14、Y TERMS, SCOPE OF WORK AND SUMMARY OF HEADS OF TERMS OF THE EPC CONTRACTI.SCOPE OF WORKThe scope of work of the EPC Contractor is as follows:1.Design and construct the NAIA in accordance with the approved architectural and engineering design by the Project Proponent, the minimum performance standard

15、s and specifications of the DOTr/MIAA, best industry practices, and applicable law;Coordinate and participate as a part of the Projects technical team and undertake tasks related to the Projects buildability, constructability, construction and scheduling, value engineering solutions and latest const

16、ruction technologies. These include, but are not limited to, the following:2.a)Cooperation and assistance during the conduct of the masterplan/architectural and engineering design exercise by the Project Proponent;b)Preparation of technically compliant documents related to the Projects design and co

17、nstruction, as may be required by the DOTr/MIAA or other government agencies;c)Cooperation and assistance in complying with the requirements of the Swiss Challenge and submission of a commercially, technically compliant, and competitive exercise of a right to match during the Swiss Challenge that me

18、ets the overall performance requirements of the Project;d)Investigation and development of alternative design options, as may be appropriate, to optimize the design solution and to maximize the Project Proponents winning probability particularly if there is a challenger during the Swiss Challenge pr

19、ocess;e)Investigation and development of value for money and value engineering design solutions;f)Developing and costing based on the agreed airport design incorporating the risk allocation agreed between the Project Proponent and the DOTr/MIAA;g)Identifying value for money savings available in rela

20、tion to the risk allocation, including insurance requirements and quantifying and specifying such savings in sufficient detail;h)Together with the Project Proponents team, provide management of all technical aspects of the Project in relation to:Developing engineering solutions which meet the govern

21、ments requirements and technical scope while providing cost competitive design and construction engineering solutions;11Preparing and submitting to the Project Proponent, cost plans as reasonably required for evaluation of various design options and solutions;Liaising with financiers technical due d

22、iligence advisors as requested by the Project Proponent and assisting to the maximum extent possible in raising optimized non-recourse debt financing; andNegotiating with the DOTr/MIAA in good faith the key terms of the Project, with respect to the design and construction of the Project;2.Identify,

23、select, appoint and manage sufficiently experienced and qualified subcontractors, consultants, advisers, and employees involved in the design and construction elements of the Project. The EPC Contractor shall bear the costs of the detailed design and its own internal costs. The EPC Contractor agrees

24、 to notify the Project Proponent prior to any such appointment and the Project Proponent has the right to reject any appointment based on material negative record. Notwithstanding this, the EPC Contractor remains primarily responsible and liable for the design and construction of the Project, includ

25、ing all risks associated thereto. The EPC Contractor assumes responsibility for any and all acts and omissions whatsoever of any of its employees, subcontractors, consultants and advisers as if they were acts and omissions of the EPC Contractor. The Project Proponent may recommend the removal of an

26、employee, staff, consultant, advisor of the EPC Contractor in the Project;3.Ongoing liaison with, and direct supervision and management of subcontractors, consultants and advisers involved in the design and construction elements of the Project;4.As part of the overall Project preparation, actively a

27、ssist and cooperate with the Project Proponent or its designated O&M for the Project to optimize the whole-of-life cost of the Project including the preparation of the long-term lifecycle maintenance and replacement capital expenditure costs, and the preparation of the operations and maintenance man

28、ual;5.Review and assess the right-of-way requirements, if any, and perform own assessment of the conditions of the site and location of the Project;6.Obtain the relevant permits and licenses required for the design and construction of the NAIA;7.Prepare, maintain, and update as-built drawings, const

29、ruction reports, asset register, subcontractor register, and other reports and documents required to be submitted by the DOTr/MIAA and the Project Proponent in relation to the design and construction of the NAIA;8.Develop the NAIA detailed design that meets DOTr/MIAAs minimum requirements together w

30、ith alternatives and options as agreed between the parties;9.Provide the Project Proponent with qualified personnel as part of the Project team in relation to the following tasks:a.Participation in internal and external working groups related to the design and construction activities including meeti

31、ngs with DOTr/MIAA, the Independent Consultant appointed under the Concession Agreement and other stakeholders;12b.Preparation of any documents as may be required by the DOTr/MIAA or any government entity as part of the approval process requirements, and preparation of any documents for the Swiss Ch

32、allenge process;c.Participation in discussions and consultations with local communities and government units to address Project issues that may arise in relation to construction works in their municipality and the development of solutions thereof; andd.Other tasks related to the Project as may be re

33、quested by the Project Proponent.10.Grant the Project Proponent (and any future owner of the Project), free of charge, an irrevocable non-exclusive, transferable, perpetual, and royalty-free license (including the right to grant sub-licenses) to copy, reproduce, translate and use intellectual proper

34、ty rights, including the license to use any new technology, if any), which are vested in the EPC Contractor or for which it has obtained the benefit of a licence in respect of intellectual property rights, including making and using modifications of them, for the sole purpose of completing, operatin

35、g and maintaining the Project or any part thereof;11.Acquire from third party such rights to any corresponding intellectual property rights for the purpose of assisting the EPC Contractor to perform the EPC Contract or otherwise required in relation to the Project;12.Indemnify and hold free and harm

36、less the Project Proponent, its affiliates, directors, officers, shareholders, employees and agents, from an against any claims, demands, loss, suits or proceedings arising out of or in connection with the EPC Contractors performance of its obligations under the EPC Contract.13.Procure, manage and t

37、ransport of consumables, utilities, materials and construction equipment related to the Project;14.Provide reasonable assistance, as may be required by the Project Proponent; and15.Contribute expertise and Project recommendations to the Project Proponent.II.ADDITIONAL UNDERTAKINGS OF THE EPC CONTRAC

38、TORThe EPC Contractor also undertakes to perform the following:1.Submission of fixed-price, time-bound offerThe EPC Contractor shall be required to submit a binding offer that is fixed-price and time-bound to the Project Proponent, at least thirty (30) days prior to the Project Proponent exercising

39、its right-to-match as part of the Swiss Challenge process under the BOT Law and its IRR. This offer shall include all necessary documents, design concepts, construction methodologies and drawings reasonably required by the DOTr/MIAA to accept the unsolicited proposal submitted by the Project Propone

40、nt in compliance with the requirements under the BOT Law.2.Construction Cost TransparencyTo optimize the development of a more efficient design solution or commercial offer, the EPC Contractor agrees to allow the Project Proponent to progressively review and comment on its cost plan, including, if a

41、 Swiss Challenge takes place to enable the Project Proponent to exercise its right to match.133.Contractual Relationship of the PartiesTo ensure successful negotiations with the DOTr/MIAA and the exercise by the Project Proponent of its right to match under the BOT Law and its IRR, the Project Propo

42、nent and the selected EPC Contractor will execute an EPC Term Sheet, which shall govern their respective rights and obligations after the selection of the EPC Contractor and until execution of the EPC Contract.The EPC Contract will include, but is not limited to, the provisions set forth in this Ann

43、ex B. The EPC Contractor acknowledges that the terms and conditions set forth in this Annex B may change depending on the terms and conditions of the concession agreement that will be executed by the Project Proponent and the DOTr/MIAA.The EPC Contractor agrees that the EPC Contract shall effect a f

44、ull pass-through to the EPC Contractor of the risks, rights and obligations assumed by the Concessionaire under the Concession Agreement (as finally executed between the Grantor and the Concessionaire) relating to the EPC Works. The Parties shall negotiate in good faith to meet the requirements of a

45、ny lenders providing finance to the Project including, the inclusion of provisions relating to the right of suspension of the EPC Works, step-in rights, assignment and substitution.The EPC Contractor understands that the EPC Contract will be executed only if the Project is awarded to the Project Pro

46、ponent and the concession agreement is executed by the DOTr/MIAA and the Project Proponent. Within a reasonable period of time after award, and in any case within such period of time as will enable the Project Proponent to comply with its obligations under the Concession Agreement, the EPC Contracto

47、r and the Project Proponent shall negotiate in good faith to finalize and sign the EPC Contract, provided that, the Parties shall execute the EPC Contract no later than financial close.If the EPC contract is executed by the parties prior to the incorporation of a special purpose company that will ex

48、ecute the concession agreement with the DOTR/MIAA, the EPC contract shall contain a provision that the said contract shall be assigned to the special purpose company following its incorporation.The EPC Contract will include a provision on assignability of the EPC Contract to the lender or to the len

49、ders designee in the event of default under the concession agreement.4.Exclusivitya.The arrangements between the Project Proponent and the EPC Contractor are exclusive.b. The EPC Contractor shall not, and the EPC Contractor shall cause its Affiliates, directors, officers, employees, agents, members

50、or representatives not to:i.whether directly or indirectly, make or be involved in making any other bid or proposal or submission relating to the same subject matter as that being considered by the Parties or, make or be involved in the making of any other bid or proposal or submission in connection

51、 with the Project;disclose any information (whether directly or indirectly, formally or informally) from, in respect of, in relation to, or in connection with any communication to the Grantor in respect of the Project to any other person; andsolicit, encourage or entertain proposals from or enter in

52、to negotiations with, or enter into any joint venture, contract, arrangement or understanding in whatever capacity with any person other than the Project Proponent, in respect of, in relation to, or in connection with the Project or any matter relating to the Project.ii.iii.14c. Immediately after ex

53、ecuting the Non Disclosure and Exclusivity Agreement, the EPC Contractor shall terminate all ongoing discussions, negotiations, agreements or arrangements with any third party in relation to the Project. The EPC Contractor shall also notify the Consortium promptly of any proposals by third parties r

54、eceived after the execution of this Agreement, subject to any non-disclosure requirements in any non- disclosure agreement signed by the EPC Contractor and any third party prior to execution of this Agreement with respect to the Project.III.GENERIC SUMMARY HEADS OF TERMS OF THE EPC CONTRACTSubject t

55、o any deviations reasonably agreed to by the parties following review of any instructions or directives issued by the DOTr/MIAA, negotiations with the DOTr/MIAA, and the draft concession agreement, the following principles will form the basis of the EPC Contract. The prospective EPC contractor ackno

56、wledges that the EPC Contract may include other terms and conditions not set forth below.1.Form of ContractFixed price, time-bound, and back to back with the obligations imposed upon the Project Proponent under the concession agreement (with respect to the design and construction obligations of the

57、Project Proponent) with final terms subject to lender requirements. This will include a full pass through on issues including force majeure, change of law, extensions of time, right of termination and suspension, warranties, standards of care, site access, dispute resolution, variation, liquidated d

58、amages, delay damages, etc., with respect to the design and construction obligations of the Project Proponent. The EPC contract shall be structured in such a manner as to allow the Project Proponent to raise a low cost, non-recourse debt with an optimized structure for the Projects cashflow characteristics.2.Scope of ContractThe EPC Contractor shall be responsible for all matters related to EPC obligations of the Project Proponent under the concession agreement, which may include desig