REPUBLIKA HRVATSKA / REPUBLIC OF CROATIA

Transcription

1 REPUBLIKA HRVATSKA / REPUBLIC OF CROATIA PUBLIC-PRIVATE-PARTNERSHIP FOR ZAGREB AIRPORT PPP PUBLIC PROCUREMENT NUMBER N-10-V DOCUMENTATION FOR PREQUALIFICATION February 2011

2 TABLE OF CONTENTS SECTION 1. INVITATION... 4 SECTION 2. INTRODUCTION AND GENERAL INFORMATION LEGAL NOTICE TWO STAGE PROCUREMENT PROCESS AUTHORIZATIONS AND APPROVALS DEFINITIONS... 6 SECTION 3. PROJECT DESCRIPTION BACKGROUND AND OBJECTIVES DESCRIPTION OF THE INFRASTRUCTURE FACILITY ANTICIPATED TRANSACTION STRUCTURE REQUIREMENTS FOR THE SELECTED TENDERER Special Purpose Vehicle ( SPV ) Controlling Interest in the SPV Airport Operator Requirements SECTION 4. RTP REQUIREMENTS DOCUMENTATION FOR PREQUALIFICATION AND DEADLINE FOR RTP SUBMISSION DELIVERY OF RTP SEALING AND MARKING OF RTP LANGUAGE AND TRANSLATIONS CONSORTIA Right to form Consortia Exclusivity Member Designations Consortium Agreement Liability of Members REQUIREMENTS OF THE RTP Generalities Form and Content of the RTP SECTION 5. ELIGIBILITY CRITERIA AND MINIMUM QUALIFICATIONS QUALIFICATION OF CANDIDATES ACCREDITATION OF CONSORTIA CAPACITY OF OTHER ENTITIES AIRPORT OPERATOR EXCLUSION CRITERIA, SPECIAL REQUIREMENTS AND CONDITIONS FOR QUALIFICATION Exclusion Criteria Independence Requirements and Other Special Requirements Legal capacity and Proof of No Criminal Records In the event of a consortium, all members of the consortium shall individually submit statements or evidence referred to in the preceding paragraph. Technical Requirements Financial Requirements EVALUATION OF RTPS NOTIFICATIONS INVITATION TO SUBMIT PROPOSALS ANTICIPATED TIMELINE LIMITED EFFECT STATUS OF DOCUMENTATION COMPLAINTS AND APPEALS SECTION 6. RELEVANT PROJECT INFORMATION BACKGROUND REGARDING THE REPUBLIC OF CROATIA AIRPORT BUSINESS OVERVIEW

3 Location and access Site layout and physical description TRAFFIC ANALYSIS Historical Air Traffic Development Aircraft Operations Airlines Destination Analysis Seasonality Fleet-Mix Bilateral air service agreements Airports in the region Alternative Transport Modes AIRPORT INFRASTRUCTURE Airside infrastructure Passenger terminal building Mechanical, Electrical, and Plumbing (MEP) Utilities Air Traffic Control and Navigation Infrastructure ABBREVIATIONS ATTACHMENTS SECTION 7. ATTACHMENTS ANNEX 1. CONTRACT NOTICE ANNEX 2. REQUEST FOR CONFIDENTIALITY ANNEX 3. STANDARD SUBMISSION FORMS Annex 3.A RTP Submission Form Annex 3.B Organization Annex 3.C Special Requirements Annex 3.D Independence Requirements Annex 3.E Technical Criteria Annex 3.F Financial Forms ANNEX

4 Section 1. INVITATION The Republic of Croatia ( RoC ), represented herein by the Ministry of Sea, Transport and Infrastructure of the Republic of Croatia ( MoT ), hereby formally requests statements of qualifications for the purpose of selecting Economic Operators and consortia of Economic Operators that demonstrate the legal, technical, and financial capacity required to participate in a competitive tender procedure for the grant of a 30 year concession for public works to (i) finance, design, build, operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport and (ii) to operate and maintain the existing Zagreb Airport and related infrastructure. The Public-Private-Partnership will be implemented on the basis of a concession contract formalized between the Republic of Croatia, as grantor, and a Special Purpose Vehicle ( Concession Company or SPV ), as concessionaire, to be formed by the Selected Tenderer under the laws of the Republic of Croatia. Qualified Candidates will subsequently be invited to submit tenders in accordance with the relevant tender documentation and applicable laws of the RoC. Interested Parties are hereby requested to submit their Request to Participate ("RTP") in the form and substance detailed herein. The determination of eligibility and the qualification of Candidates shall be made in accordance with the procedures and criteria contained in the contract notice of this qualification process and described in more detail herein. 4

5 Section 2. INTRODUCTION AND GENERAL INFORMATION 2.1. LEGAL NOTICE This documentation for prequalification ( Documentation ) is being issued by the Ministry of Sea, Transport and Infrastructure of the Republic of Croatia ( MoT ) on behalf of the Republic of Croatia and is the first part of a two- stage public procurement procedure - restricted procedure, in accordance with the Public Procurement Act of the Republic of Croatia, for a Public-Private-Partnership. Neither the RoC, nor any of its respective agents, representatives, advisors or consultants, makes, will make, or will be deemed to have made, any representation or warranty, express or implied, as to the accuracy, reliability or completeness of the information contained herein or any information otherwise provided, whether orally or in writing, other than such representations or warranties expressly stated as such in duly promulgated tender documents or in a definitive contractual agreement executed between the RoC and a Selected Tenderer. Neither the receipt of this Documentation, nor any information contained herein or supplied herewith or subsequently communicated to any Person, whether orally or in writing, in connection with a proposed project involving the RoC, or its representatives, advisors, or consultants, shall constitute, or be interpreted as constituting, the giving of financial, legal, technical or other advice. Neither the RoC, nor any of its agents, representatives, advisors or consultants, shall be held liable or responsible to any Economic Operator for any cost or expense incurred in responding to this Documentation or in any investigation or transaction, whether or not consummated, which may follow. This Documentation does not purport to contain all of the information that an interested party may need or desire to make an investment decision. Candidates should conduct their own investigations and analysis of the information set forth in this Documentation TWO STAGE PROCUREMENT PROCESS This Documentation is the first part of a two stage public procurement procedure - restricted procedure for an envisioned Public-Private-Partnership for Zagreb Airport. The purpose of this Documentation is to select Economic Operators and consortia of Economic Operators that demonstrate the legal, technical, and financial capacity required to participate in a competitive tender procedure for (i) the financing, design, building, operation and maintenance of a new passenger terminal and related infrastructure at Zagreb Airport and (ii) the operation and maintenance of the existing Zagreb Airport. All Qualified Candidates will be invited to submit tenders for the Public-Private-Partnership in accordance with the relevant tender documentation AUTHORIZATIONS AND APPROVALS The following authorizations and approvals were issued prior to the issuance of this Documentation: (i) (ii) The MoT was duly authorized by the Government of the RoC to undertake a procedure pursuant to which the RoC would grant a concession to a private partner to (a) finance, design, build, operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport and (b) operate and maintain the existing Zagreb Airport. Pursuant to the Concession Act, an Expert Commission consisting of seven members was formed. 5

6 (iii) (iv) (v) The Expert Commission determined that the Concession to be granted would be a public works concession under Article 1(2) of the Concession Act and would be implemented pursuant to the applicable provisions of the Concession Act, and pursuant to the relevant restricted procedures of the Public Procurement Act of the RoC. The Expert Commission determined that the Concession has the characteristics of the publicprivate partnership. In accordance with Law on Public-Private-Partnerships of the RoC, the proposed Project was approved by the Agency for Public-Private-Partnerships DEFINITIONS Except where otherwise defined, the following definitions shall apply throughout this Documentation: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) Affiliate means an Economic Operator directly or indirectly controlling, controlled by, or under direct or indirect common control with another Economic Operator; Airport Operator means a business entity that has been designated in a RTP as the Airport Operator and in the event of PPP Contract award shall be directly responsible to the SPV for the operation and maintenance of Zagreb Airport for the duration of the PPP Contract. The Airport Operator must be a legal entity whose articles of incorporation or the equivalent indicate that it is an operator of commercial airports and it must individually meet the minimum criteria set forth for the Airport Operator in this Documentation; ARP means Airport Reference Point; Candidate means an Economic Operator or a consortium of Economic Operators that reasonably intends to submit a Request to Participate in order to attempt to become a Qualified Candidate and to submit a tender; Documentation means this Documentation for Prequalification; Economic Operator means any partnership, legal person, company, association, joint venture, trust, or other entity or organization that engages in economic or business activities; Law means the (relevant) law of the Republic of Croatia; MoD means the Ministry of Defence; MoT means the Ministry of Sea, Transportation and Infrastructure of the Republic of Croatia; Parent Company means an Economic Operator directly or indirectly controlling or exercising common control over a Candidate. For purposes of this definition, control means the power to elect a majority of the board of directors (or other similar constituent body) or otherwise direct the management and policies of the Candidate, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; PPP Contract means a written concession contract executed by the RoC and the SPV; Project or PPP Project means the provision of the services described in PPP Contract; PRB means the Procurement Review Board; Public-Private-Partnership or PPP means any form of cooperation between public authorities and the private sector which involves risk sharing and aims to finance, design, build, 6

7 operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport and operate and maintain the existing Zagreb Airport; (xv) (xvi) (xvii) (xviii) (xix) (xx) (xxi) (xxii) (xxiii) Qualified Candidate means a candidate possessing the qualifications described in this Documentation; RTP means a request to participate submitted by a Candidate in accordance with this Documentation; RoC means the Republic of Croatia; Selected Tenderer means a Tenderer who is the successful proponent to a Tender Documentation and who enters into a PPP Contract with the RoC; SPV means the legal entity to be established as set forth in Section of this Documentation; Tenderer means a Qualified Candidate that submits, or intends to submit, a tender in response to the Tender Documentation; Tender Documentation means the tender documentation for the second stage of the public procurement process described herein that will be issued to all Qualified Candidates; TSA means a technical service agreement; and ZAG means Zagreb Airport. 7

8 Section 3. PROJECT DESCRIPTION 3.1. BACKGROUND AND OBJECTIVES Recognizing that Zagreb Airport is a strategic public asset, the Republic of Croatia endeavours to ensure that its main commercial airport is managed efficiently, effectively, and in strict compliance with international norms and standards. It is further committed to ensuring that airport infrastructure and installations are modernized and expanded in an orderly and transparent manner, maximizing value-formoney while maintaining competitive rates and charges. Moreover, the RoC aspires to boost ZAG s profitability by attracting new users and offering expanded services, while simultaneously ensuring adequate quality of service levels. In short, the RoC seeks world-class airport infrastructure and services that will satisfy current and future demand. The PPP is envisioned to take the form of a 30 year PPP Contract and will involve the grant of a concession for public works to a private partner to (i) finance, design, build, operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport and (ii) operate and maintain the existing Zagreb Airport. The Selected Tenderer will be required to: Develop and enhance the position of Zagreb as a regional hub airport for the region. Develop new routes from/to Zagreb, with emphasis on new direct scheduled long haul, intercontinental routes (passenger and/or cargo traffic). Develop new routes from/to Zagreb in such a manner that the existing route network from/to Zagreb is not damaged or compromised. Provide a new terminal, parking facility, and apron without burden to the state budget. Improve operation and service quality standards in line with international best practices. Comply with EU guidelines (State Aid, Handling, ECAA, and Horizontal Agreement). Ensure significant revenue stream to the Republic of Croatia DESCRIPTION OF THE INFRASTRUCTURE FACILITY Zagreb Airport is of strategic importance to Croatia s economy and as the country s main international airport it serves as the Republic s primary gateway to the rest of the world. In addition to being a vital component of Croatia s transport infrastructure, ZAG is one of the busiest airports in the Southeast Europe, serving 2.07 million passengers and handling 39,812 aircraft operations in ZAG has recorded a robust Compound Annual Growth Rate (CAGR) of 8.0% since 2002, driven by strong growth rates in the period According to the Official Airline Guide ( OAG ), ZAG served 36 destinations in 2010, operated by 20 airlines. Europe is the largest destination region, followed by the domestic market. The balance is composed of passengers flying to and from Eurasia (Istanbul), the Commonwealth of Independent States (Moscow) and the Middle East (Tel Aviv). ZAG has sustained above-average growth rates in passenger traffic, recording an annual growth of 11.4% in Currently over 35 aviation companies operate at ZAG, serving over 30 destinations and providing direct connections to many of Europe s largest cities, including Zurich, Vienna, and Istanbul. The Airport is situated approximately 17 km south of Zagreb, the capital of the Republic of Croatia. ZAG has one runway, with orientation (southwest to northeast), which is 3,252 m in length and 45m wide. Including the shoulders the runway is 60 m wide (ICAO category 4E). The runway thresholds are constructed in concrete and the middle section of the runway is constructed in asphalt. Runway 05 (used in 90% of the arrivals and departures) is a Precision Approach CAT II/III runway and Runway 23 (usage of 10%) is a Precision Approach CAT I lighting system. The existing terminal according to ICAO classification 4 E can accommodate some 2 million passengers per annum. The land side building is structured on two levels. 2,410 m² of floor area is dedicated to the 8

9 arrival and departure atrium. There are two waiting areas one for international passengers (865 m²) and one for domestic passengers (505 m²). The passenger security control area and the baggage reclaim area are respectively 250 m ² (plus 315 m² for immigration/ inbound control area) and 1,420 m². There are 18 gates and 18 check-in desks in the terminal The Common Area is 2,640 m² located on the first level (ground floor). There are also 597 car parking bays for terminal users. Current layout of airside facilities ZAG requires significant capital investments to adequately service current and projected demand. It is foreseen that a number of capital improvements will be completed, including: A New Passenger Terminal, A New Apron area A New Access Road within the site New boarding bridges, New Rapid Exit Taxiway New Automobile Parking area New De-icing Position/ Holding Bay The Airport is currently owned and operated by Zagreb Airport Ltd., an enterprise that is owned 55% by the Republic of Croatia, 35% by the City of Zagreb, 5% by Zagreb County, and 5% by the Town of Velika Gorica ANTICIPATED TRANSACTION STRUCTURE As currently envisioned, the transaction structure for the proposed Public-Private-Partnership for Zagreb Airport is as follows; (i) (ii) Contract Structure: Public works concession to, finance, design, build, operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport and to operate and maintain the existing Zagreb Airport. Contract Duration: Thirty (30) years. (iii) Minimum Performance Level: IATA Level of Service C. (iv) Scope of Works: Whether directly or through third party subcontractors, the SPV shall finance, design, build, operate and maintain a new passenger terminal and related infrastructure at Zagreb Airport in accordance with the technical specifications in the PPP Contract and provide all services currently offered at ZAG by Zagreb Airport Ltd. or its subsidiaries. In general, the SPV must provide all airport related services reasonably required for the safe and continual operation of ZAG (excluding air navigation services and services being performed by governmental agencies, e.g. immigration, customs, security, etc.). 9

10 (v) (vi) (vii) (viii) Concession Fees: In exchange for the rights set forth in the 30 year PPP Contract, the SPV shall make regular payments to the RoC and other Zagreb Airport Ltd. shareholders in the form of a percentage of gross revenues. The level of concession payment will be the result of the bidding process. Employment Considerations: In accordance with the provisions set forth in the PPP Contract, the SPV must honour the current collective bargaining agreement and enter into new contracts with the same salary and benefits, in accordance with Zagreb Airport Collective Agreement, with the existing employees who wish to be employed by the SPV. Military Use of the Airport Runway: In accordance with the provisions set forth in the PPP Contract, the Selected Tenderer will be required to honour the existing Air Force joint use arrangement. The MoD will use the runway free of charge (no landing fees), and the priority between Military and Civil aircraft movements will be coordinated by the Air Navigation Services (ATC Control Tower). Ownership of Assets: Ownership of the existing moveable and immovable assets will remain with Zagreb Airport Ltd. The legal title to the new terminal and related infrastructure will reside with the RoC but it is intended that the SPV may depreciate such investments. In general, the SPV will be responsible for meeting all capital and operating costs required to design and build the new passenger terminal and related infrastructure and to operate and maintain the Zagreb Airport. In return, the SPV will be entitled to the revenues generated by Zagreb Airport during the period of the concession (excluding Air Navigation). The Selected Tenderer will be required to operate the Airport within the terms and conditions stipulated in the corresponding PPP Contract, including minimum technical requirements for future operating and investment requirements REQUIREMENTS FOR THE SELECTED TENDERER SPECIAL PURPOSE VEHICLE ( SPV ) The Selected Tenderer shall be required to establish an independent legal entity incorporated under the laws of Croatia prior to entry into force of the PPP Contract. Said legal entity shall have as its sole purpose the fulfilment of the obligations set forth in the PPP Contract CONTROLLING INTEREST IN THE SPV Unless otherwise stipulated in the PPP Contract, the Selected Tenderer shall be required to maintain a controlling interest in the SPV throughout the duration of the Contract. A controlling interest is defined as holding at least fifty-one percent (51%) of the voting shares of the SPV. In the case of a consortium, the individual Economic Operators owning the SPV shall be required to maintain a controlling interest in the SPV on an aggregate basis, as registered in the PPP Contract and in the original SPV incorporation documents. The transfer to third parties of shares in the SPV shall require prior approval by RoC, as set forth in the PPP Contract AIRPORT OPERATOR REQUIREMENTS The Selected Tenderer s duly designated Airport Operator shall be required to maintain a minimum of ten percent (10%) of the voting shares of the SPV throughout the duration of the PPP Contract. An operation and maintenance agreement shall be formalized between the duly designated Airport Operator and the SPV in order to ensure that the Airport Operator will remain the operator of Zagreb Airport for the duration of the PPP Contract. 10

11 Under extraordinary and unforeseeable circumstances, the SPV shall be permitted to propose the replacement of the Airport Operator, but any such substitution shall be subject to RoC approval and must comply with the terms and conditions set forth in the PPP Contract. 11

12 Section 4. RTP REQUIREMENTS 4.1. DOCUMENTATION FOR PREQUALIFICATION AND DEADLINE FOR RTP SUBMISSION The Documentation for Prequalification can be taken over at the Ministry of Sea, Transport and Infrastructure, Direction for Strategic Infrastructural Projects, Krlezin Gvozd 1a, Zagreb, on working days from 9.00 to hrs. An RTP must be received at the address indicated herein by 16:00 CET on 4 th April RTPs delivered after this deadline will be automatically rejected DELIVERY OF RTP RTP shall be delivered as follows: 4.3. SEALING AND MARKING OF RTP The Republic of Croatia, Ministry of Sea, Transport and Infrastructure All RTPs must comply with the following conditions: (i) (ii) (iii) Prisavlje 14 HR Zagreb The Republic of Croatia All pages shall be JOINED and COUNTED; All RTPs must be submitted in English in one (1) original and five (5) copies together with two copies of the official translation in Croatian language. If any original documents forming part of the RTPs are in any other language, they must, subject to section 4.4. be attached together with an official translation in the English and Croatian language. The original RTP shall be placed in an individual envelope marked Original. The five (5) copies shall be signed in the same way as the original and each placed in separate envelopes marked Copy. The Candidate shall clearly indicate the Procurement Number N-10-V and include the name and address of the Candidate on the front page of each one of the envelopes. All RTPs shall be submitted in paper form according to the order mentioned in this Documentation. (iv) (v) (vi) All RTPs shall be submitted with all documents specified in this Documentation. All attachments should be filled out and submitted in accordance with instructions contained in this Documentation. All attachments shall be signed by person(s) who are authorised by the Candidate to sign. An RTP shall be bound in one whole unit (plus ribbon with seal around the document) in such way as to disable subsequent insertion or taking out of sheets or parts of such RTP with a seal affixed at the back of the document and marked ordinal page numbers. The page number should state the total number of pages plus ordinal page number, or vice versa, e.g. 50/1, 50/2 etc.). The RTP must not contain alterations or additions, except those necessary in order to correct Candidate's mistakes. Each Candidate must sign and verify or seal all alterations or additions to its RTP by valid signature and seal of the authorised person of the Candidate, specifying the date of correction. Changes, additions, erasures or rewriting from original text which is not in conformity with these instructions, or the breaking of the seal on the RTP, may result in the rejection of the RTP. The individual envelopes shall then be sealed in one outer envelope or package bearing only the following information: 12

13 Address for Submissions: PPP Procurement Title: Public-Private-Partnership to Finance, Design, Build, Operate, and Maintain a new passenger terminal and related infrastructure at Zagreb Airport and Operate and Maintain the existing Zagreb Airport. Procurement Number: N-10-V Notice: Name of Candidate: In case of a Consortium, list all Consortium members: One copy of each RTP shall remain unopened and be kept for the PRB to be used as evidence in case of dispute or doubt regarding the content of the RTP LANGUAGE AND TRANSLATIONS In the event of any discrepancies between the Croatian and English language, the Croatian translation shall prevail. Marketing materials and corporate brochures do not require translation; nevertheless, the RoC reserves the right to request Candidates to provide additional translations when so required CONSORTIA RIGHT TO FORM CONSORTIA For the purposes of this procurement and the subsequent execution of any contractual agreements, an Economic Operator, together with other Economic Operators, may form a Consortium EXCLUSIVITY An Economic Operator may only be included in one RTP. A member of a Consortium may not participate in any other Consortium, nor may a member of a Consortium present an individual RTP as a single Economic Operator. A violation of this rule shall cause the immediate disqualification of the Consortia sharing any individual members, as well as of the Economic Operator(s) involved MEMBER DESIGNATIONS In the case of a Consortium, a Lead Member and an Airport Operator as defined below should be designated LEAD MEMBER In the event that an RTP is submitted by a Consortium, the Consortium must designate one of its members as its leader ( Lead Member ). The Lead Member shall act as the contact point for the Consortium and shall be duly authorized (by Power of Attorney) by all other Consortium members to act on their behalf. 13

14 AIRPORT OPERATOR In the event that an RTP is submitted by a Consortium, the Consortium must designate one of its members as the Airport Operator. If the Consortium is selected as the Selected Tenderer, said Consortium s duly designated Airport Operator shall be responsible for the operation and maintenance of Zagreb Airport for the duration of the PPP Contract. The Airport Operator must be a legal entity whose articles of incorporation or the equivalent indicate that it is an operator of commercial airports. Without exception, the Airport Operator must individually meet the minimum criteria set forth for the Airport Operator in this Documentation. If the Airport Operator establishes a special purpose vehicle in the RoC, it shall enter into a TSA with such entity and guarantee its performance CONSORTIUM AGREEMENT In the case of a Consortium, the Candidate may be requested to submit a signed original of a legally binding document establishing the Consortium (the Consortium Agreement ) after the submission of the RTP. If requested, said Consortium Agreement must be duly notarized and signed by an authorized officer of each Consortium member and include, at a minimum, the following: (i) (ii) (iii) (iv) (v) (vi) (vii) Identities of all members of the Consortium and their anticipated role in the event that the Consortium is awarded the PPP Contract; Designation of the Lead Member of the Consortium; Authorization of the Lead Member to act on behalf of the Consortium and on behalf of all Consortium members for issues relating to this public procurement; Designation of the Airport Operator; Confirmation of each member s commitment to the Consortium; Express recognition that members of the Consortium shall be jointly and severally liable to the RoC for the contents of the Consortium s RTP; and Acknowledgment by all members of the Consortium that in the event the Consortium becomes the Selected Tendered, the Consortium will be required to legally formalize the relationship between members via the establishment of an independent legal entity incorporated under the laws of the Republic of Croatia LIABILITY OF MEMBERS All members of the Consortium shall be jointly and severally liable to the RoC for the contents of the Consortium s RTP REQUIREMENTS OF THE RTP GENERALITIES Candidates must include in the RTP the completed submission forms found in Annex 3 of this Documentation. The completed and signed submission forms, together with the other required documents, constitute the RTP. Each Candidate shall prepare and submit one signed and initialled original RTP and the number of copies specified above. In the event of any discrepancy between the copies and the original, the original shall prevail. The original and all copies of the RTP shall be typed or written in indelible ink. The person or persons duly authorized to represent the Candidate shall sign the RTP, by signing the original of the submission forms and initialling all of the pages of the original RTP, except for un-amended printed literature. 14

15 FORM AND CONTENT OF THE RTP RTPs shall be prepared simply and economically, providing a straightforward and concise description of the Candidate s relevant experience and qualifications. In order to ensure a uniform review process and to obtain the maximum degree of comparability, each RTP shall be organized in accordance with the standardized submission forms provided in Annex 3 herein, together with the delivery or other evidence required in this Documentation. Submissions should include, at a minimum, the following: 1) RTP Submission Form (Annex 3.A) 2) Organization (Annex 3.B), including a. Candidate s Organization (Form 3.B.1) b. Basic Information Form (Form 3.B.2) c. Power of Attorney (Form 3.B.4) 3) Special Requirements (Annex 3.C) 4) Independence Requirements (Annex 3.D) a. Independence Affidavit (Form 3.D.1) b. Disclosure of Interests in Competing Airports (Form 3.D.2) 5) Legal Criteria, evidence specified in the Documentation 6) Technical Criteria (Annex 3.E) a. Minimum Experience as an Airport Operator (Form 3.E.1) b. Minimum Experience in Airport Operations & Maintenance (Form 3.E.2) c. Minimum Airport Design-Build-Finance Experience (Form 3.E.3) d. Evidence of satisfactory fulfilment of the contract e. Other Technical Requirements, evidence specified in the Documentation 7) Financial Criteria (Annex 3.F, including certified financial statements for the past three (3) fiscal years and other evidence in accordance with the Documentation. 15

16 Section 5. ELIGIBILITY CRITERIA AND MINIMUM QUALIFICATIONS 5.1. QUALIFICATION OF CANDIDATES Due to the technical, financial, managerial, and operational complexity of the Project, any Candidate who desires to become a Qualified Candidate must have direct experience with the successful execution of projects of a similar nature to that envisioned herein. Therefore, a Candidate, whether acting alone or in a consortium, shall be required to satisfy certain specific legal, technical, and financial criteria in order to qualify to participate in the Zagreb Airport Public-Private-Partnership tender. A Candidate that satisfies the criteria set forth herein shall be designated as a Qualified Candidate and shall be eligible to participate in the aforementioned tender procedure. The Candidates must deliver their documents in accordance with the standardized forms scheduled hereto as Annex ACCREDITATION OF CONSORTIA An Economic Operator may form, together with one or more other Economic Operators, a Consortium. In the event that a Candidate is a Consortium, said Consortium must evidence that it fulfills all minimum criteria set forth herein. The capabilities of each of the Consortium members will be considered in order to assess whether their combined qualifications meet the minimum criteria set forth in this Documentation, except for the requirements set forth in this Documentation which must be met by each member of a Consortium CAPACITY OF OTHER ENTITIES The Candidate or the Consortium may for the purpose of proving ability use the capacities of other Economic Operators, regardless of their mutual legal relationship. In this case the Candidate must prove that he will have at his disposal the resources necessary to realize the Project AIRPORT OPERATOR In the case of a Consortium, one member must be duly designated as the Airport Operator. The designated Airport Operator must meet the minimum criteria set forth in this Documentation to qualify as an Airport Operator. In the event the Tenderer is a single Economic Operator, said Economic Operator will automatically be designated as the Airport Operator and shall be required to meet the minimum criteria set forth in this Documentation to qualify as an Airport Operator EXCLUSION CRITERIA, SPECIAL REQUIREMENTS AND CONDITIONS FOR QUALIFICATION EXCLUSION CRITERIA A Candidate shall be excluded from the public procurement procedure described in this Documentation if such Candidate, or any person authorised to represent the Candidate, has been: a) convicted by final judgment of one or more of the following criminal acts: associating for the purpose of perpetrating criminal offences, accepting a bribe in business activities, offering a bribe in business activities, abuse of position and official powers, abuse in performing governmental duty, illegal intercession, accepting a bribe, offering a bribe, fraud, computer fraud, fraud in business activities or concealing unlawfully obtained money, or the corresponding criminal acts in accordance with the legal provisions of the country in which he is established, and/or 16

17 b) has failed to fulfil the obligation to pay all outstanding tax liabilities and contributions for pension and health insurance, c) is subject to a bankruptcy procedure, except in the event where there is a final judgment confirming a recovery plan, or where the Candidate is in the process of liquidation (or any analogous situation arising from a similar procedure under legal provisions of the country in which the Candidate is established), d) is in the process of winding up the Candidate s business or where the Candidate has already suspended its business activities, e) has been convicted or the person authorised to represent the Candidate has been convicted by a judgment which has the force of res judicata of any offence concerning his professional conduct, f) has been guilty of professional misconduct which the contracting authority can prove by any means, g) has not submitted evidence of his ability, appropriate evidence of ability or if he has submitted untruthful evidence, or h) has not complied with the special requirements referred to in Article hereof INDEPENDENCE REQUIREMENTS AND OTHER SPECIAL REQUIREMENTS In order to ensure that a Candidate is not subject to any competing interests that may influence its objectivity with regard to the Public-Private-Partnership for Zagreb Airport, a Candidate shall be required to evidence that it meets minimum criteria with regard to freedom from conflicts of interest NO OR LIMITED AIRLINE OWNERSHIP In order to promote competition and ensure that Zagreb Airport is not excessively influenced by any individual airline, neither the Candidate, nor any of its individual Consortium members, may be majority owned or controlled, either directly or indirectly, by an airline or any company whose primary purpose is commercial aviation. A controlling interest is defined as an airline holding at least fifty one percent (51%) of the voting shares of the Candidate or any of its individual consortium members. The objective of this criterion is to ensure a transparent allocation of roles and responsibilities at ZAG; therefore, neither the Candidate, nor any of its individual consortium members, may hold equity participations in any airline above, in the aggregate, 5% of the total equity of such airline. To evidence compliance, the Candidate, as well as every individual consortium member, shall be required to submit a sworn affidavit affirming that it is neither majority-owned nor controlled by an airline or any company whose primary purpose is commercial aviation NOT AN ENTITY DEPENDENT ON A GOVERNMENT BUDGET In order to ensure that Zagreb Airport is operated freely and not subject to any government budget process or government budget limitations, the Candidate, as well as all individual members of a Consortium, must evidence that is a corporate entity that is financially independent of any government budget organization or decision making process. To evidence compliance, the Candidate, as well as every individual consortium member, shall be required to submit a sworn affidavit affirming that it is a self-accounting corporate entity whose budget is entirely independent of any government budget. 17

18 COMPETING AIRPORTS In order to ensure that operating and investment decisions are made in a manner that maximizes Zagreb Airport s competitive position vis-à-vis other airports in the region, a Candidate may not have a substantial interest in any entity operating a commercial airport located within a four hundred kilometre (400 km) linear radius of Zagreb Airport (ARP to ARP distance). For the sake of clarity, a substantial interest shall be defined as either (i) holding at least 20% of the equity shares in the entity operating a commercial airport within a four hundred kilometre (400 km) radius of Zagreb Airport, or (ii) holding any equity share in an entity operating a commercial airport within a four hundred kilometre (400 km) radius of Zagreb Airport (ARP to ARP distance) while simultaneously performing management and operating functions for the same airport. To evidence compliance, the Candidate, as well as every individual consortium member, shall be required to disclose its holdings in all entities operating airports within a four hundred kilometre (400 km) radius of Zagreb Airport (ARP to ARP distance) SPECIAL REQUIREMENTS TO BE MET BY THE CANDIDATES A Candidate, or in case of a Consortium, each member of the Consortium, shall deliver statements certified by notary public or other competent body, confirming that he has not: a) participated in the preparation of the contract notice in this procedure or this Documentation, or any part thereof; or b) received assistance in the preparation of its RTP from a person or undertaking that participated in the preparation of the contract notice in this procedure or this Documentation, or any part thereof LEGAL CAPACITY AND PROOF OF NO CRIMINAL RECORDS LEGAL CAPACITY The Candidate must provide, as evidence of the existence of appropriate legal or business standing: a) A certificate of registration with the relevant commercial or professional organisation or court (commercial) or other appropriate body, not older than six months from the date on which the certificate was sent, evidencing that he is registered for the activity/activities which are the object of this procedure, and that no circumstances referred to in Article under c) and d) above exist; b) If required by the country in which the Candidate is established, consent, approval, etc. that the Candidate is permitted to perform the activities contemplated by subject matter of the procurement procedure; and c) If required by the country in which the Candidate is established, a certificate of membership in the relevant professional organization demonstrating that the Candidate is permitted to perform the activities contemplated by this Documentation. If the evidence referred to in paragraph a) of this section is not issued in the country where the Candidate is established, the Candidate must provide an appropriate statement by the competent authority that no such registration is possible. In the case of a Consortium, each member of the Consortium must individually comply with the requirements of paragraph a) of this section and must also individually comply with the requirements of paragraphs b) and c) if each member of the Consortium will perform activities contemplated by this Documentation. If each member of the Consortium will only perform specific elements of the activities 18

19 contemplated by this Documentation, then such member of the Consortium must only comply with the requirements of paragraphs b) and c) to the extent of such elements PROOF OF NO CRIMINAL RECORDS The Candidate shall deliver a statement that no circumstances referred in Article under a) and e) above exist, if in the country in which the Candidate is established it is not possible to obtain certificates or documents verifying such circumstances from the competent body running official records on such circumstances. The signed statement referred to in the preceding paragraph, certified by notary public or other competent body, shall be provided by the person authorised to represent the Candidate on behalf of himself and of the Candidate if the Candidate is a legal person. The statement referred to in the preceding paragraph must not be older than 30 days on the date on which the certificate was sent IN THE EVENT OF A CONSORTIUM, ALL MEMBERS OF THE CONSORTIUM SHALL INDIVIDUALLY SUBMIT STATEMENTS OR EVIDENCE REFERRED TO IN THE PRECEDING PARAGRAPH. TECHNICAL REQUIREMENTS The evaluation of technical requirements will determine whether the Candidate adequately meets the technical requirements of the Project with respect to the following: Airport operations, airport development, and airport maintenance; Safety and security / management of critical aspects of air transport infrastructure; Experience of working with government authorities; and satisfactory execution of the contract. To evaluate whether a Candidate satisfies the technical requirements required for this Project, a Candidate must provide evidence of the following: MINIMUM EXPERIENCE IN AIRPORT OPERATIONS & MANAGEMENT The Candidate must provide evidence demonstrating its ability to operate and maintain a project of a nature and scope similar to that envisioned herein. Specifically, in order to ensure that the Candidate has adequate minimum experience in the operation of an airport of a similar nature to Zagreb Airport, the Candidate must demonstrate that the Candidate, or the designated operator as the designated Airport Operator shall, at a minimum, have directly operated at least one (1) international airport serving at least 10 million passengers per annum (on average) during the last 3 years, according to EUROSTAT. For the purposes of clarity, responsibility for the direct operation of an airport or airport terminal shall require the Airport Operator to evidence that it (i) has a duly formalized Technical Services Agreement or an equivalent legal agreement for the operation or management of the airport or airport terminal; (ii) is the legal entity that has been designated within an airport operating agreement as the party directly responsible for managing daily airport operations; (iii) is the designated airport operator or entity responsible for airport operations within a consortium or special purpose company that is managing or operating an airport on behalf of a third party; or (iv) is otherwise effectively responsible for the daily operations of the airport or airport terminal MINIMUM AIRPORT BUILD-FINANCE EXPERIENCE In order to ensure that the Candidate has the requisite experience to successfully execute the infrastructure requirements associated with this Project, the Candidate must prove that the Candidate, or in case of the Consortium, at least one member of the Consortium, successfully financed and participated in some capacity in the implementation of a design-build-finance-operate project in at least one (1) airport in the past ten (10) years, with a construction value of not less than Euro one hundred and fifty million ( 150,000,000). 19

20 EVIDENCE ON PROPER FULFILMENT OF CONTRACT In order to evidence that the duly appointed Airport Operator has successfully fulfilled its contractual obligations relating to projects of a similar nature, the Candidate shall submit one or more certificates (not older than 1 year) on proper fulfilment of obligations regarding the Airport Operator s performance, i.e. that the Candidate has directly operated at least one (1) international airport serving at least 10 million passengers per annum (on average) during the last 3 years, according to EUROSTAT Each certificate shall be from the Candidate s counterparty and shall include the following: a) name and place of establishment of the entity providing the recommendation; b) the subject matter of the contract; c) the value of the contract; d) the time and place of the performance of the contract; and e) a statement concerning the satisfactory execution of the contract. In order to establish that the Candidate, or in case of the Consortium, at least one member of the Consortium, has the necessary experience in successful performance of infrastructural requirements regarding this project, the Candidate must deliver one or more certificates on proper fulfilment of his obligations relating to successful financing and participation in the implementation of a design-buildfinance-operate project in at least one (1) airport in the past five (5) years, with a construction value of not less than Euro one hundred and fifty million ( 150,000,000). Each certificate shall be from the Candidate s counterparty and shall include the following: a) name and place of establishment of the entity providing the recommendation; b) the subject matter of the contract; c) the value of the contract; d) the time and place of the performance of the contract; and e) a statement concerning the satisfactory execution of the contract OTHER TECHNICAL REQUIREMENTS In order to ensure that the Candidate has the requisite experience to successfully realise this Project, the Candidate shall provide the following: a) a statement by the Candidate concerning the measures of environmental management which the Candidate will apply during the execution of the works and provision of services b) a statement by the Candidate concerning construction machinery and technical equipment available to the Candidate to realize the Project, c) a statement by the Candidate that he has at his disposal persons who have the educational and professional qualifications and experience for the execution of the works and provision of services. The Candidate or the Consortium may for the purpose of proving ability use the capacities of other economic operators, regardless of their mutual legal relationship. In this case the Candidate must prove that he will have at his disposal the resources necessary to realize the Project. 20

21 FINANCIAL REQUIREMENTS In order to prove its financial standing, the Candidate is obliged to provide the following: a) the balance-sheet, the profit and loss account or an appropriate financial statement, if the publication thereof is required under the law of the country in which the Candidate is established, The Candidate, or the members of the Consortium in aggregate, must evidence an average Equity value of at least Euro one hundred and fifty million ( 150,000,000) or other currency equivalent during each of last three (3) fiscal years. The Candidate, or each individual member of the Consortium, must deliver revised financial reports for the last three business years, in order to prove that they meet the said criteria. b) documents issued by banks or other financial institutions proving the solvency of the Candidate, The Candidate, or the members of the Consortium in aggregate, must evidence adequate liquidity and profitability to assume the financial obligations relating to this Project. To this end, the Candidate, or the members of the Consortium in aggregate, should evidence an average free cash flow of at least Euro fifty million ( 50,000,000) or other currency equivalent during the last three (3) fiscal years. The Candidate, or in the case of a Consortium, each member, shall be required to present audited financial statements for the last 3 fiscal years to evidence compliance with this criterion. The Candidate, or the members of the Consortium in aggregate, should evidence, its ability to raise the financing necessary to implement the required capital expansion project. To this end, the Candidate, or any one member of a Consortium, should demonstrate that it has adequate capacity to meet potential financial commitments, as evidenced by an investment grade longterm rating by an internationally recognized credit rating agency or by a letter from the company s principle banker indicating such financial soundness. c) a statement concerning the joint and several liability of the members of the Consortium, d) a report or statement of the Candidate's overall turnover and, where appropriate, of the turnover generated in the area of activities covered by the Project for a period of one to a maximum of the last three financial years available, e) certificate of having fulfilled the obligation to pay tax liabilities and contributions for pension and health insurance. In order to ensure that the Candidate has fulfilled its obligations to pay tax liabilities and contributions for pension and health insurance, the Candidate must provide a confirmation of the tax authority of the country in which the Candidate is established on the status of liabilities or an equivalent document of the competent authorities of such country, which confirmation or document cannot be older than 30 days from the date on which the notice was sent. A Candidate may prove his financial standing by any other document, other than the one required by this Documentation, if the required proof cannot be submitted for any valid reason and if the submitted proof has the same evidentiary weight as the required one. 21

22 5.6. EVALUATION OF RTPS The evaluation of the RTP shall be made by the RoC. The RTPs shall be evaluated and the Qualified Candidates shall be identified according to the qualification criteria set forth herein. The RoC shall evaluate RTPs on a pass / fail basis against the criteria set forth in this Documentation. Candidates not meeting such criteria will be deemed Ineligible and rejected. A Candidate whose RTP satisfies all criteria set forth in this Documentation will be deemed a Qualified Candidate. The evaluation shall be recorded in minutes, and each Candidate shall, upon written request, have the right to review the part of the minutes relating to its RTP NOTIFICATIONS A Candidate not meeting all mandatory criteria shall be notified of its inadmissibility to participate by the MoT within a period of 7 days after its ineligibility has been determined. Such notice will set forth the reasons why such Candidate has been determined to be ineligible. The MoT will notify all Qualified Candidates of their eligibility to receive the Tender Documentation INVITATION TO SUBMIT PROPOSALS All Qualified Candidates will be invited to submit tenders pursuant to the Tender Documentation ANTICIPATED TIMELINE Although not binding, the following timetable outlines the anticipated schedule for the procurement process leading up to the execution of the PPP Contract and financial close of the transaction. The timing and the sequence of events resulting from this Documentation may vary and shall ultimately be determined by the RoC. February 2011 April 2011 (45 days) April LIMITED EFFECT July 2011 (90 days) September 2011 December 2011 (90 days) ANTICIPATED PROCUREMENT TIMELINE Issue of Contract Notice and Documentation for Prequalification Deadline for submission of RTP Notice to submit a tender with the tender documents (Tender Documentation and PPP Contract) to Qualified Candidates Deadline for Tender Submission Select Tenderer/PPP Contract execution Financial Close The determination that a Candidate is a Qualified Candidate pursuant to this Documentation shall only apply to the prequalification process set forth in this document STATUS OF DOCUMENTATION This Documentation is not an agreement to purchase goods or services or to enter into any form of Public-Private-Partnership COMPLAINTS AND APPEALS The rights and procedures set forth in the Public Procurement Act of the Republic of Croatia (published in the Public Gazette of the Republic of Croatia) OG 110/07 and 125/08, relating to complaints and appeals shall apply to the present procurement process. 22

23 Section 6. RELEVANT PROJECT INFORMATION 6.1. BACKGROUND REGARDING THE REPUBLIC OF CROATIA The Republic of Croatia is located on South Eastern Europe at the crossroads of the Pannonian Plain, the South-East Europe, and the Adriatic Sea, bordered in the southeast by Bosnia and Herzegovina, in the west by Slovenia, in the northeast by Hungary and in the east by Serbia, as illustrated in Figure 1: Location of Republic of Croatia in Europe. Croatia has a diverse terrain; plains, lakes and rolling hills in the continental north and north-east (Central Croatia and Slavonia, part of the Pannonian Basin); densely wooded mountains in Lika and Gorski Kotar, part of the Dinaric Alps; rocky coastlines on the Adriatic Sea (Istria, Northern Sea coast and Dalmatia). The country covers an area of 56,594 km². Figure 1: Location of Republic of Croatia in Europe Croatia declared independence in 1991, in January 1992, Croatia was internationally recognized by the European Union and the United Nations, and it is anticipated that Croatia will join EU in Table 1 presents the development of macro-economic indicators for Republic of Croatia in the period (source: International Monetary Fund, World Economic Outlook Database) GDP (in billion USD) Real GDP growth (%) 4.2% 4.7% 5.5% 2.4% -5.8% GDP per capita (USD) 9, , , , , CPI (%) Population ( 000) 4,442 4,440 4,436 4,435 4,429 Table 1: Croatia macro-economic indicators Source: International Monetary Fund, World Economic Outlook Database 23

24 6.2. AIRPORT BUSINESS OVERVIEW LOCATION AND ACCESS Zagreb Airport Ltd. is located approximately 17 kilometres from the city centre. Since 1962 operations have been at the current airfield near the suburbs of Pleso, southeast of Zagreb. Handling more than 2.06 million passengers and 40,584 aircraft operations in 2009, it is the main international airport of Croatia. The Airport is conveniently located at the crossroads of Trans-European Corridors V and X, linking Zagreb with the rest of Europe and the other countries. Other airports in the country are Brac, Dubrovnik, Pula, Split, Osijek, Rijeka, Zadar. Figure 2: Location of Zagreb Airport and surrounding airports (Left) Source: Internet Research (Right) Source: Google Maps and InterVISTAS Consulting Group SITE LAYOUT AND PHYSICAL DESCRIPTION ZAG has one runway, with orientation (south-west to north-east), which is 3,252 m in length and 45 m wide. Including the shoulders the runway is 60 m wide (ICAO category 4E). The runway thresholds are constructed in concrete and the middle section of the runway is constructed in asphalt. Runway 05 (used in 90% of the arrivals and departures) is a Precision Approach CAT II/III runway and Runway 23 (usage of 10%) is a Precision Approach CAT I lighting system. Figure 3: Layout of airside facilities Source: Zagreb Airport Ltd.Master Plan Update 2008, prepared by PROJECT:airport The existing terminal according to ICAO classification 4 E can accommodate some 2 million passengers per annum. The Land side building is structured on two levels. 2,410 m² of floor area is dedicated to the arrival and departure atrium. There are two waiting areas one for international passengers (865 m²) and 24

25 one for domestic passengers (505 m²). The passenger security control area and the baggage reclaim area are respectively 250 m ² (plus 315 m² for immigration/ inbound control area) and 1,420 m². There are 18 gates and 18 check-in desks in the terminal The Common Area is 2,640 m² located on the first level (ground floor). There are also 597 car parking bays for terminal users TRAFFIC ANALYSIS HISTORICAL AIR TRAFFIC DEVELOPMENT Table 2 summarizes passenger volumes for Zagreb Airport Ltd from , including International traffic, and Domestic traffic. With a decrease of almost 6% in passenger traffic compared to 2008, Zagreb Airport Ltd. has not been able to avoid the global slump in air travel in 2009; traffic in 2010 remained at the same level around 2.0 million passengers. However, despite the 2009 setback, Zagreb Airport Ltd. still was able to record a robust Compound Annual Growth Rate (CAGR) of 6.0% since 2002, driven by strong growth rates in the period Passengers Annual Movement 1,551,519 1,728,413 1,992,455 2,192,453 2,062,242 2,071,561 % growth 10.2% 1.4% 5.3% 10.0% -5.9% 0% Table 2: Historical development passenger movements Source: Zagreb Airport Ltd. Website AIRCRAFT OPERATIONS The historic development of aircraft operations is illustrated below: Aircraft Annual Operations 38,510 41,319 42,727 44,537 40,584 39,812 annual growth 6.2% 5.8% 3.0% -8.7% -1.9% Table 3:Historic development aircraft operations Source: Zagreb Airport Ltd. Website AIRLINES Not surprisingly, Croatia s flag carrier Croatian Airlines ( OU ) is the dominant airline operating at Zagreb Airport, accounting for 69.3% of all scheduled seat capacity and 63.5% of all scheduled departures in 2009 (source: OAG). In 2009 OU carried 1,334,680 passengers to and from Zagreb Airport, which is equivalent to more than two-thirds of the total passenger traffic through the airport. Second largest airline in terms of 2009 scheduled seat capacity is Lufthansa (8.1%), followed by Austrian Airlines (5.5%), Malev (4.7%), Air-France (4.7%) and Germanwings (4.4%). As of 2010, EasyJet, Spanair, and Norwegian have also started operation to and from Zagreb Airport. Traditionally, the full-service carriers controlled the Zagreb Airport market. However, with the introduction of Low-Cost Carriers ( LCC ) Germanwings and Wizz Air the market share of fullservice carriers reduced to 87% of passenger traffic. Last year the market share of LCCs dipped just below the 10%-share of all carried passengers. 25

26 Figure 4: Commercial airline passenger movements, 2009 Source: OAG, ,600,000 1,400,000 1,200,000 1,000, , , , ,000 0 OU = Croatia Airlines 4U = germanwings LH = Lufthansa AF = Air France OS = Austrian Airlines TK = Turkish Airlines SU = Aeroflot W6 = Wizz Air OK = Czech Airlines MA = Malév TP = TAP Air Portugal AZ = Alitalia SK = SAS OU 4U LH AF OS TK SU W6 OK MA TP AZ SK DESTINATION ANALYSIS The ten most popular destinations for passengers departing from Zagreb Airport in 2009 are presented in Figure 5. Figure 5: Top 10 destinations in 2009 (in terms of departures) Source: Zagreb Airport Ltd. Frankfurt Dubrovnkik Split London Munich Vienna Paris Amsterdam Zurich Cologne 71,304 70,474 63, , , , , , , , , , , , ,000 Annual passengers According to OAG, Zagreb Airport serves 36 destinations. Europe is the largest destination region, followed by the domestic market. The balance is composed of passengers flying to and from Eurasia (Istambul), the Commonwealth of Independent States (Moscow) and the Middle East (Tel Aviv). 26

27 Figure 6: Top country markets in 2009 (in terms of departures) Source: Zagreb Airport Ltd. Other 21% Germany 27% Switzerland 4% Netherlands 4% France 6% Austria 7% UK 7% Domestic 24% SEASONALITY The historic peak pattern at ZAG is characterized by a moderate seasonality. Figure 7 presents the arriving and departing passenger movements for each month in There are two distinct arrival peaks, one in July and one in January, followed by two departure peaks in August and January. With the summer vacation coming to an end, visitors return to their home countries as demonstrated by the departure peak in August. In December a similar profile can be witnessed, though on a smaller scale: Croatian nationals working abroad return to Croatia to visit their friends and relatives. Figure 7: 2009 arriving and departing passengers, monthly Source: Zagreb Airport Ltd. 120, ,000 80,000 Arrival Departure 60,000 40,000 20,000 total traffic international traffic FLEET-MIX The most dominant commercial aircraft type operating at Zagreb Airport is the Airbus A320, accounting for almost half of commercial aircraft movements. Other popular aircraft at Zagreb Airport in 2009 included the Turboprop mainly DASH8 Q400, followed by Regional Jets and the Boeing 737-series, all short to medium range narrow-body aircraft classified as ICAO Aircraft Category C. 27

28 Figure 8: 2009 fleet mix Source: Zagreb Airport Ltd. 3.8% 0.6% 0.3% 0.1% 15.8% 31.1% 48.4% A320 Family Turboprop/DASH8 Q400 Regional Jets B737 Family MD80 Family Widebody Other BILATERAL AIR SERVICE AGREEMENTS In July 2006 Republic of Croatia has signed the ECAA agreement; ratification in July 2008, and RoC has liberalized 3rd and 4th freedom services with signatories. In addition, by joining EU in near future RoC will be in line with EU air traffic regulations. Furthermore, the visa requirement Croatian citizens to most European countries, Canada, South America has been waved as well AIRPORTS IN THE REGION The main regional airport hubs that are relevant to Zagreb Airport are illustrated in Figure 9. Figure 9: Airports in the region Source: Google Maps and InterVISTAS Consulting Group 28

29 Among these, the following two airports are considered to be the main competitors: Belgrade Handling 2.4 million passengers in 2009, Serbia s main international airport of Belgrade remains the largest airport of the peer group, situated 348 KM from ZAG. However, despite higher passenger share the airport is not growing as fast as its Croatian competitors, where the fastest growing airport in the period are all Croatian, Dubrovnik (CAGR of +12.0%), followed by airports of Split (+8.8%) and Zagreb Airport (+8.0%). As illustrated in Figure 10 there has been a sharp decline when comparing 2008 to 2009 total passenger number. Ljubljana Joining the EU in 2004, the airport of Ljubljana experienced accelerated growth thereafter, although 2009 saw a big dip in traffic specially when comparing its performance to Zagreb Airport Ltd.; the airport is located 136 KM from Zagreb Airport. Figure 10: Traffic development of Zagreb s competitors Source: Airport websites, ACI, Zagreb Airport Ltd BEG ZAG LJU DBV SPU SJJ ALTERNATIVE TRANSPORT MODES Croatia is linked with the rest of Europe through the Pan-European corridors. Whereas the Trans-European Transport Networks (TEN-T) are a planned road, rail, air and water transport networks designed to serve the entire continent of Europe, the Pan-European corridors focus on routes in Central and Eastern Europe that require major investments. Since most of the involved countries are (candidate) members of the EU, there are proposals to combine the two systems. In addition, Zagreb is connected with the European continent through corridors V and X. The Croatian railway system consists of 2,974 km of rails of which 248 km is double track and 1,228 km is electrified. There are several major railway routes in the country; however, the railways are in urgent need of modernization. Following the break-up of the Former Yugoslavia, there have been minimal investments in railway infrastructure across the country. Many routes are still not electrified, single tracks, have high grades and meandering sections, all which leads to low average speeds. 29

30 6.4. AIRPORT INFRASTRUCTURE AIRSIDE INFRASTRUCTURE Existing ZAG airside infrastructure, consisting of the runway, taxiway system and aircraft parking apron, is displayed in Figure 11. The pavements of Taxiway A-F from taxiway B until runway end 05 and the first 390 meters of runway 05 have been rehabilitated early A new pavement structure has been constructed with concrete slabs on a hydraulically bound base course and has been applied between the sub-grade (clay) and sub-base a geotextile. Figure 11: Layout of airside facilities RUNWAY Zagreb Airport has one runway, with orientation (south-west to north-east), which is 3,252 m in length and 45 m wide. Including the shoulders the runway is 60m wide (ICAO category 4E). The runway thresholds are constructed in concrete and the middle section of the runway is constructed in asphalt. Runway 05 (used in 90% of the arrivals and departures) is a Precision Approach CAT II/III runway and Runway 23 (usage of 10%) is a Precision Approach CAT I lighting system. The table below summarizes the main airside dimensions. Pavement type Dimensions (m) Strength (PCN) Runway Concrete and Asphalt on Concrete 3,252 x /R/C/W/T Taxiway F Concrete 2,570 x 22,5 97 /F/C/W/T Taxiway A Concrete and Asphalt on Concrete 470 x 22,5 57 /R/C/W/T Taxiway B Concrete and Asphalt on Concrete 175 x 22,5 97 /F/C/W/T Taxiway C Asphalt on concrete 175 x 22,5 70 /R/C/W/T Taxiway D Asphalt on concrete 175 x 22,5 79 /R/C/W/T Taxiway E Concrete 175 x 22,5 97 /F/C/W/T Passenger Terminal Apron Phase I + II Passenger Terminal Apron Phase III Concrete 342 x /R/C/W/T Concrete 432 x /R/C/W/T General Aviation Apron Asphalt 200 x /R/C/W/T Table 4: Specifications airside infrastructure Source: Pavement evaluation report Unihorn 03 march