STATE ENTERPRISE LITHUANIAN AIRPORTS

Transcription

1 STATE ENTERPRISE LITHUANIAN AIRPORTS TERMS AND CONDITIONS OF OPEN PROCEDURE FOR THE LEASE OF STATE TANGIBLE PROPERTY OF SE LITHUANIAN AIRPORTS KAUNAS BRANCH I. GENERAL PROVISIONS 1. The Terms and Conditions of Open Procedure for the lease of state tangible property (hereinafter referred to as the Terms and conditions of open procedure) managed under a trust law by the SE Lithuanian airports, legal entity code , situated at the address Rodūnios Road 10a, LT-02189, Vilnius (hereinafter referred to as the LA), and transferred for management to the SE Lithuanian Airports Kaunas Branch (hereinafter referred to as the LAKB), shall regulate the terms and conditions of open procedure (hereinafter referred to as the Open procedure) for the lease of state tangible property specified in Paragraph 5 (hereinafter referred to as the Property) managed by the LA under a trust law and transferred for management to the LAKB. 2. The LAKB, organizing the Open procedure, shall be guided by the Law on the Management, Use or Disposal of the State and Municipal Property of the Republic of Lithuania, Resolution No On State Tangible Property of the Government of the Republic of Lithuania of 14 December 2011, other legal acts of the Republic of Lithuania regulating lease relations, as well as these Terms and Conditions of Open Procedure. The provisions referred to in these Terms and Conditions of Open Procedure shall conform to the afore-mentioned legislation. 3. The Open Procedure shall be organised and conducted by the commission of open procedure for the lease of tangible property set up by Order of the LA managing director (hereinafter referred to as the Commission). 4. The Terms and Conditions of Open Procedure shall be published on the LAKB website and on Facebook account of the LAKB. II. OBJECT OF THE OPEN PROCEDURE FOR THE LEASE OF PROPERTY 5. The following shall be leased together under these Terms and Conditions of Open Procedure: non-residential premises situated at the Passenger terminal, the main target purpose of which is transportation, at the address Oro uosto str. 4, Karmėlava, Kaunas District (Un. No ) with the following indexes specified in the plan: 1-71 (part) (name of premises Lobby ), 1-76 (part) (name of premises Control post, 1-77 (part) (name of premises Control post ), (name of premises Investigation office ), (name of premises Warehouse ), (name of premises Office ), 1-87 (part) (name of premises Hall ), 1-88 (name of premises Auxiliary room ), 1-89 (name of premises Smoking room ), 1-90 (name of premises Corridor ), 1-91 (name of premises Toilet ), 1-92 (name of premises Toilet ), 1-95 (name of premises Corridor ), 1-96 (name of premises Toilet ), 1-97 (name of premises Toilet ), 1-98 (part) (name of premises Toilet ), 1-99 (name of premises Corridor ), (name of premises Auxiliary room ), with a total area of sq. m (hereinafter referred to as the Premises), intended for installing and operating duty-free shops with international registered trademark.

2 6. We note that the LAKB shall have the right to amend the data characterising the Premises and/or cadastral data of the Premises, i.e. names, indexes of the Premises and other data specified in Paragraph 5 of the Terms and Conditions of Open Procedure and in the Real Property Register and in all the documents that are specified in the Real Property Register as the basis for the registration of the Premises. Such amendments (specifications) of the data characterising the Premises and/or cadastral data of the Premises shall have no influence on the ability to use the Premises for the intended purpose for which these Premises are planned to be leased. In this regard, the successful tenderer will be informed in writing of changes to the data no later than 6 months from the signature of the Agreement for the lease of state tangible property. 7. In view of international airport practice and the fact that the Premises are situated in a limited access area of the passenger departure terminal, passenger waiting halls, i.e. in extremely active zones, where large numbers of passengers are served and passengers are embarked on international flights towards the European Union and non-european Union countries, the LAKB holds it necessary to open duty-free shops, managed by an operator having experience in conducting activities at international airports (or able to acquire the aforementioned experience from the proprietor of the held trademark), applying high quality standards of passenger service and holding a trademark recognised by passengers. For these reasons, the Premises shall be leased exclusively to a company holding an international, registered trademark that upon being recognised as the successful tenderer shall unconditionally follow the Descriptor of Sales Concept of Duty-Free Products prepared by the LAKB and attached to the Terms and Conditions of Open Procedure (Appendix No. 4, hereinafter referred to as the Descriptor). The successful tenderer shall have to ensure that products of trademarks recognised by many passengers are sold in the Premises. When carrying out commercial activities in the Premises, the assortment of products, which shall be pre-agreed with the Lessor, may consist of the following products: perfumery, cosmetics, alcoholic and non-alcoholic beverages, tobacco products, sweets in packages, gourmet food in packages, watches, jewellery, costume jewellery, leather goods and clothing accessories (i. e. handbags, gloves, scarves, belts, scarves), toys and products manufactured by the Lithuanian producers in Lithuania, i. e. Lithuanian alcoholic and non-alcoholic beverages, gourmet food in packages, and souvenirs representing Lithuania. The Premises shall be intended for sales only and shall not be used to carry out catering activities (including but not limited to selling of food and beverages to be consumed on the spot). 8. When carrying out activities of a duty-free shop in the Premises, the Lessee shall use the international, registered trademark(s) corresponding to the requirements specified in Paragraphs of the Terms and Conditions of Open Procedure and indicated in the application for the Open procedure during the entire lease term. 9. It should be noted that at the time of Open Procedure, the Premises are not prepared for the activities specified in the Terms and Conditions of Open Procedure and are used for other functions of the LAKB or leased to third parties. However, the LAKB has prepared the Technical Work Project (the author of the project UAB Vilniaus architektūros studija) No KRTDP of Kaunas airport terminal major repairs (hereinafter referred to as the Technical project) and planned to carry out major repairs work in the Passenger terminal until the date of transfer of the Premises (or some stages until the start of activities by the successful tenderer in the Premises), involving also the changes in the layout of the Premises and change in their purpose. The LAKB undertakes, until the date of transfer of the Premises to the successful tenderer (or some stages until the start of activities by the successful tenderer in the Premises), but not later than 1 April 2017, to form trade (commercial) zones according to Technical project solutions referred to in Appendix No. 1 of the Terms and conditions of open procedure and to ensure that the Premises are free and ready for transfer. Where it is provided in the Technical project and in appropriate locations, the LAKB undertakes to equip the Premises with: electrical connections, perform finishes of external walls in the Premises, install a suspended ceiling as well as floor covering, install general lighting of the Premises, fire alarm, introduction of low voltage, indoor air cooling equipment (where it is provided in the Technical project), automatic protective shutters. The Premises shall be leased without equipment or furniture necessary for activities of duty-free shops. The successful tenderer, having signed

3 the Agreement for the lease of state tangible property, shall, according to the a project agreed with the LAKB in advance, prepared on the basis of solutions of the Technical project and the Descriptor, at is own expense and by its own efforts, fully equip the Premises and adapt them for the performance of activities referred to in the Terms and Conditions of Open Procedure, i. e. floor covering (if interior solutions require a different floor covering than present), electrical installations, furniture, commercial equipment, lighting equipment, visual and audio advertising presentation tools, computer equipment, phones, etc. 10. The successful tenderer shall equip the premises no later than within 3 (three) months from the date of transfer of Premises and continuously carry out its activities during the entire lease term. The procedure for the transfer of Premises shall be described in the draft Agreement for the lease of Premises (Appendix No.5). 11. The successful tenderer undertakes to carry out the specified activities following the approved customer servicing standards of SE Lithuanian Airports (hereinafter referred to as the Standards). The LAKB shall be entitled to amend or supplement the Standards during the Agreement validity period. 12. Interested persons, no later than 3 working days before the start of registration of Tenderers, i. e. no later than 25 October 2016, 5 p.m., during working hours (from 8.00 a.m. to 5.00 p.m.) may survey the Premises, after having contacted the LAKB sales manager Žygimantas Šeštokas by telephone or by z.sestokas@kun.lt. 13. The initial amount of rent shall be EUR with VAT for the total area of the Premises per month (EUR per month without VAT). The amount of rent offered by the successful tenderer that has signed the lease agreement shall be recalculated on a monthly basis in proportion to the income received by the lessee for the provision of services in the Premises. Detailed conditions for the recalculation of the lease fee shall be provided for in the draft Agreement for the lease of Premises. The Lessee shall pay the Lease fee on a monthly basis against the invoice submitted. Payments for the previous month shall be carried out before the last calendar day of the month when the invoice is submitted. If the Lessee fails to pay the Lease fee and other payments set forth in the Agreement in time, the Lessee shall pay the Lessor the default interest amounting to 0.05% (five hundredth of percent) of the defaulted amount for every day so delayed. 14. The property shall be leased for a period of 5 (five) years. At the end of the lease period, the Agreement may be renewed for a period of up to 5 (five) years under the terms proposed by the LAKB. 15. The draft Agreement for lease shall be published on the LAKB website III. QUALIFICATION REQUIREMENTS FOR TENDERERS 16. The Open Procedure shall be open to the Lithuanian and foreign natural and legal persons, as well as entities without the status of a legal person, their branches or representative offices, persons who have made a written agreement (hereinafter referred to as the Tenderers). Duly authorised representations of the persons indicated in this Paragraph may also submit an application for the Open Procedure accompanied by the power of attorney issued by the Tenderer. 17. In order to find out whether the Tenderer is competent, reliable and having the required capacities to meet the Terms and Conditions of Open Procedure and to execute the lease agreement, the LAKB shall set the qualification requirements for the Tenderers. The Tenderer wishing to participate in the Open Procedure shall meet all the qualification requirements listed below and produce the evidence of the qualification requirements together with the application (in case the Tenderer cannot produce the documents specified below, the Tenderer shall submit other documents as evidence of conformity to the applicable qualification requirements):

4 Item Qualification requirements No The Tenderer uses or under franchise or other contract on trademark rights is entitled to use or will immediately acquire the right, i.e. after signing the agreement for the lease of state tangible property and before starting to carry out activities in the leased Premises will be entitled to use the registered international trademark which is already actually used by the Tenderer or any third parties in the names and means of communication, i.e. on signboards of shops, boutiques decorations, advertising media, staff uniforms, etc., of at least 10 (ten) dutyfree shops that sell, including, but not limited to, alcoholic beverages, tobacco products, cosmetics and perfumery, and sweets at no less than 3 (three) international airports in the countries of the European Economic Area (EEA), Middle East countries or North American countries (hereinafter referred to as the Trademark). For the sake of clarity, it should be noted that a shop with a trademark of only a specific drink, food, cosmetics or perfumery, tobacco or other products, e.g. Gucci, Marlboro, Jack Daniels, Hugo Boss, etc., used in its styling (e.g., next to its name, on interior elements or other elements of the shop) under separate agreements with manufacturers or suppliers shall not be considered a duty-free shop of the Trademark. In addition, mobile trade, seasonal sales or episodic trade carried out only for special events, including but not limited to trading in transport means shall not be considered a shop of the Trademark. CLARIFICATION: The term "shop" used in this part of the Terms and Conditions of Open Procedure shall mean premises with the area of at least 10 sq. m., entrance and exit doors or gates, all the equipment necessary for retail trade where customers are served in person by the Evidence of the Tenderer s conformity to the qualification requirements If the Tenderer is the Trademark owner: The Tenderer's declaration certified by the signature of the Tenderer's manager or its authorized person (along with the power of attorney) and a seal of the Tenderer (if the Tenderer has one) specifying countries and international airports in which the Tenderer manages at least 10 (ten) duty-free shops that sell, including, but not limited to, alcoholic beverages, tobacco products, cosmetics and perfumery, and sweets, with indication of addresses of the shops, their management rights (lease, sublease, concession, etc.) and the registered trademark used in the names of the shops. The Tenderer shall also submit certified extracts of agreements (lease, sublease, concession, etc.) or copies thereof proving that the Tenderer manages at least 10 (ten) duty-free shops specified in the aforementioned declaration of the Tenderer. If the Tenderer is not the Trademark owner: The Tenderer shall submit a copy of franchise or subfranchise contract or the copies of other documents proving the right to use the Trademark. In case the Tenderer has not yet entered into an agreement providing the right to use the Trademark, the Tenderer may produce a guarantee (its duly certified copy) of the franchisor that upon entering into the lease agreement and before starting to carry out activities in the leased Premises the Tenderer will acquire the right to use the Trademark under the terms and conditions laid down in these Terms and Conditions of Open Procedure and the lease agreement. In addition, if the Tenderer is not the Trademark owner, he shall provide a declaration of the Tenderer certified by the signature of the Tenderer's manager or its authorized person

5 shop's staff. (along with the power of attorney) and a seal of the Tenderer (if the Tenderer has one), in which it is specified that the Trademark is actually used in the names and means of communication of at least 10 (ten) duty-free shops that sell, including, but not limited to, alcoholic beverages, tobacco products, cosmetics and perfumery, and sweets at no less than 3 (three) international airports in the countries of the European Economic Area (EEA), Middle East countries or North American countries, with indication of countries, international airports, names and addresses of the shops. The Tenderer shall also submit certified extracts of agreements (lease, sublease, concession, etc.) or copies thereof proving that the Trademark owner manages at least 10 (ten) duty-free shops specified in the aforementioned declaration of the Tenderer The Trademark shall be registered in the Lithuanian State Patent Bureau register and/or the World Intellectual Property Organization (WIPO) register and/or the European Union Intellectual Property Office (EUIPO) register The Tenderer is not insolvent, bankrupt, liquidated or temporarily suspended its activities The Tenderer shall submit the pre-design proposals for furnishing the interior of the Premises, in which the components are as follows: functional diagram for all parts of the Premises; layout of furniture and equipment for all parts of the Premises; at least 5 visualizations from different viewing directions; comprehensive programme for A copy of the trademark registration (certificate), issued by the Lithuanian State Patent Bureau and/or the World Intellectual Property Organization (WIPO) and/or the European Union Intellectual Property Office (EUIPO), certified by the signature of the Tenderer's manager or its authorized person and a seal of the Tenderer (if the Tenderer has one). A document (the original or a duly certified copy) issued by the State Enterprise Centre of Registers or a relevant foreign authority confirming that the Tenderer is not bankrupt, liquidated, suspended its activities, is not the subject of bankruptcy proceedings or out of court bankruptcy proceedings, and no compulsory winding up or an arrangement with creditors is sought. The submitted pre-design proposals shall be evaluated as follows: SUBMITTED, if there are all three components/non SUBMITTED)

6 investments in the Premises, by indicating in individual points the estimated preliminary investment amounts for furnishing, equipment of the Premises, and marketing measures. Pre-design proposals shall be prepared in unconditional compliance with the Descriptor of the Concept for Equipping the Premises prepared by the LAKB and attached to the Terms and Conditions of Open Procedure. We hereby note that it will be only a preliminary project for equipping the Premises. The successful tenderer shall be required to prepare a comprehensive project of the interior of the Premises and agree it with the LAKB The Tenderer shall submit the plan of activities, in which the components are as follows: descriptor of equipping of future shops and assortment; presentation of the Trademark; planned quality management principles; planned pricing; identification and description of the target customer group; plan of application of marketing measures and sales promotion. The submitted plan for the execution of activity shall be evaluated as follows: SUBMITTED, if there are all eight components/non SUBMITTED) Note. Copies of the documents shall be approved by the signature of the Tenderer or its authorized person, by words True copy and the job title, the name (letter of name), surname, date and stamp (if any). All documents shall be submitted in Lithuanian. The documents translated from a foreign language shall bear a translator s certification. The LAKB reserves the right to request the original documents. If a group of economic operators participate in the open procedure, it shall submit a copy of the joint venture agreement. The joint venture agreement shall specify obligations of each party to the agreement in implementing the lease agreement to be concluded with the Lessor. The joint venture agreement shall provide joint and several liability of all parties to that Agreement for non-performance of duties to the Lessor. In addition, the joint venture agreement shall specify the person representing the group of economic operators (with whom the Lessor shall communicate on the matters arising during the tender evaluation, as well as during the execution of the lease agreement). The lease agreement will be concluded with the responsible partner indicated in the joint venture agreement. The joint venture agreement shall set a prohibition to change the composition of members of the group of economic operators before and after the conclusion of the lease agreement, and it shall also provide for the procedure of changing the responsible member of the group of economic operators without changing the

7 composition of member of the group of economic operators. The joint venture agreement may not be changed without the prior written consent of the LAKB. If a group of economic operators participates in the Open Procedure, each member of the group of economic operators shall comply with the requirement set forth in Paragraph 17.3 of the Terms and Conditions of Open Procedure. If a Tenderer, who is not established in the Republic of Lithuania, participates in the Open Procedure, such a Tenderer, if he is a successful tenderer, shall be entitled to set up a legal entity in the Republic of Lithuania for the purpose of executing the Lease agreement, which will carry out its activities in the leased Premises in the procedure established in these Terms and Conditions of Open Procedure and with which a lease agreement will be made. IV. PREPARATION, SUBMISSION AND MODIFICATION OF APPLICATIONS 18. Stages of the Open Procedure: Registration of envelopes of the Tenderers; Opening of envelopes submitted by the Tenderers and evaluation of financial proposals of the Tenderers; Evaluation of qualification of the Tenderer having submitted the best financial proposal. 19. The Tenderer shall be required to prepare an application in accordance with the application form provided for in these Terms and Conditions of Open Procedure. The Tenderer s application shall consist of the following documents: Filled in application form (Appendices No. 2 and No. 3; drafts are published on the LAKB website with appendices: copies of the Tenderer's registration certificate or extract from the State Enterprise Centre of Registers and evidence of the Tenderer s conformity to the qualification requirements referred to in Paragraph 17 hereof; Power of attorney certified in the established procedure, if the Tenderer is represented in the Open Procedure by its authorized person. 20. The Tenderer's application shall be prepared in the Lithuanian language. The correspondence between the Tenderer and representatives of the LAKB shall also be conducted in the Lithuanian language. If the documents supporting the information provided for in the application (e. g. certificates, agreements, etc.), submitted by the Tenderer together with the application, are presented in the language other than the Lithuanian language, in this case, the following documents shall be accompanied by a precise translation certified by the translator, who has the right to engage in such activities, into the Lithuanian language. The applications, which do not meet the linguistic requirements provided for in this Paragraph, shall not be considered. 21. Pages of the application with all appendixes shall be numbered and bound so that, without prejudice to the stitching, no new pages may be inserted, removed or replaced in the application, and the other side of the last page shall be certified by the signature of the Tenderer or its authorized person, indicating the name, surname, job title (if any) of the Tenderer or his authorized person, as well as the number of pages contained in the application. 22. The application shall be placed in the envelope and submitted to the LAKB sealed. The envelope shall bear the following information: name of property, for the lease of which the open procedure was published, location (address) of the property, the reference To the Open Procedure for the Lease of Property and name of the Tenderer. 23. The envelope with the application shall not be registered if the Tenderer has not paid the initial contribution and failed to provide documents issued by a financial institution proving that the contribution has been paid, if an unsealed envelope is presented or it is presented after the expiry of the period specified in the notice for the registration of documents, if it not possible to identify the state property to be leased according to the inscription on the received sealed envelope, and if the indicated deficiencies are not remedied before the documents are registered.

8 24. Envelopes with applications shall be submitted no earlier than 2 November 2016, a.m., and no later than 7 November 2016, a.m., at the address: Office No. 303, Oro uosto str. 4, LT Karmėlava, Kaunas District, to the authorized person of the LA, assistant Raminta Amanaitienė (contact data: telephone , r.amanaitiene@kun.lt). 25. Any envelopes submitted after this time shall not be registered and returned to the Tenderers who submitted them. 26. The LAKB, prior to the submission deadline, shall be entitled to clarify and revise the terms and conditions of the Open Procedure on its own initiative. 27. The terms and conditions of the Open Procedure may be clarified and revised on the initiative of the Tenderers, if they apply to the LAKB by z.sestokas@kun.lt. The Tenderers should be active and submit their questions immediately after familiarising themselves with the Terms and Conditions of Open Procedure considering that the content of applications shall not be changed upon the expiry of the deadline for the submission of applications. 28. The Tenderer, at least 2 (two) working days prior to the expiry of the final period for submitting applications, i. e. until 2 November 2016, shall have the right to apply to the LAKB for the clarification of Terms and Conditions of Open Procedure according to the procedure established by Paragraph 27 of the Terms and Conditions of Open Procedure. Each inquiry presented by the Tenderer to the LAVB shall be responded to in writing (by indicated by the Tenderer who submitted the inquiry) no later than within 2 (two) working days from the receipt of the inquiry, and the contents of the inquiry and its response (substance) shall be published on the LAKB's website in order to be available to all Tenderers. Inquiries from the Tenderers, received 2 (two) days prior to the expiry of the deadline for submitting applications or later, shall not be considered. 29. The registered Tenderer shall be entitled to withdraw its application until the expiry of the term of registration and to submit a new application and other documents referred to in Paragraph 17 hereof. In this case, the Tenderer's registration certificate shall state that the earlier application is withdrawn, and if a new envelope is submitted, the date or time of delivery of a new envelope is indicated. The Tenderer, having submitted an envelope with new documents, shall be given a new registration number. It shall be forbidden to submit a new application without withdrawing the previous one. The documents submitted by the Tenderer, having withdrawn the application, shall be returned after the Open Procedure or, if not a single person registers for the Open Procedure, at the end of the deadline for registration of documents. 30. The Tenderer, before coming to register for the Open Procedure, shall transfer to the LAKB account an initial contribution equal to the announced 3-month initial rent amount with VAT, i. e. EUR The envelopes with applications submitted by the Tenderers who did not transfer the initial contribution in due time to the account of a credit institution and failed to provide a document of the financial institution proving this fact, shall not be registered and shall be returned to the Tenderer unopened no later than the next working day after the receipt of the documents. 31. Data of the credit institution and account, to which the initial contribution must be transferred: SE Lithuanian Airports, legal entity code , settlement account LT , settlement account LT , AB DNB bank. 32. The Tenderers may not have debts to the LA on the day of submitting the application. Applications submitted by the LA debtors shall not be considered. V. OPENING OF ENVELOPES AND EVALUATION OF APPLICATIONS 33. The meeting of the Commission during which envelopes containing applications will be opened will take place on 7 November 2016 at 1.00 p.m. in administrative premises of the LAKB at the address: Office No. 314, Oro uosto str. 4, LT Karmėlava, Kaunas District (hereinafter referred to as the Meeting of the Commission). The meeting of the Commission shall take place in accordance with the Descriptor. 34. The Tenderers and/or their authorized representatives, who wish to participate in the Meeting of the Commission, shall submit the Tenderer's registration certificate and identity card (cards);

9 35. The Chairman of the Commission allows the participating Tenderers and/or their representatives to make sure that the box seal is intact, and when opened that envelopes with applications are unopened. Only then he opens the envelopes, without touching the sealing strip. 36. The name of each Tenderer having submitted the application, the rent amount specified in the Application shall be announced to the Tenderers participating in the Open Procedure or their authorized representatives, and they shall be informed whether the application is bound, numbered, and whether the other side of the last page is certified by the signature of the Tenderer or its authorized person and whether the number of pages contained in the application is indicated. 37. After opening the envelopes, the Commission shall make a rank of the tenders submitted, taking into account the maximum amount of the proposed rent. 38. The announced Tenderers and their offered rent amounts shall be recorded in the minutes. The first in the rank shall be the Tenderer having proposed the highest rent amount. 39. The results of the meeting, during which applications are opened, shall be recorded in the minutes, which shall be signed by the Chairman of the Meeting and members of the Commission no later than the next working day after the Meeting. The minutes shall be accompanied by the extract from the press containing the Terms and Conditions of Open Procedure with the date of publishing and the title of publication. The minutes shall be available to each Tenderer or its representative from the date of signing the minutes. 40. The Commission shall carry out the subsequent procedures of examination and assessment of applications in the absence of Tenderers or their authorized representatives. 41. Only the documents proving qualification requirements of the Tenderer who offered the highest amount of rent and other obligatory data of application shall be verified. The Commission shall check the conformity of the Tenderer s qualification data to the qualification requirements set forth in the Terms and Conditions of Open Procedure. 42. In case it is determined that the evidence of conformity to qualification requirements provided by the Tenderer having proposed the highest rent is incomplete or inaccurate, or the Commission has doubts concerning the authenticity of the data specified in the declaration of the Tenderer, the Commission shall request the Tenderer to clarify the data (in case the Tenderer did not submit any evidence of qualification, the Tenderer shall not acquire the right to clarify its qualification). In case the Tenderer fails to clarify the aforementioned documents until the deadline established by the Commission due to any reasons, the evidence of conformity to qualification requirements of another Tenderer according to the ranking of tenders shall be examined. In case the Commission identifies that the documents submitted meet all qualification requirements, the relevant Tenderer shall be selected the successful Tenderer in the Open Procedure for the Lease of the Property. The Commission shall carry out all actions laid down herein within 5 (five) business days of the day of the meeting when the envelopes containing applications have been opened. The communication between the Commission and the Tenderer shall take place by the e- mail specified in the Tenderer s application. 43. The Agreement shall be awarded to the Tenderer, who indicated the highest amount of rent in its application, having submitted all the required documents and meeting all the qualification requirements. If the same amount (highest) is proposed by several Tenderers, the successful Tenderer shall be the one, who had been registered in the Tenderers' registration certificate previously, having submitted all the required documents and meeting all the qualification requirements. 44. The Commission shall reject the application of the Tenderer if: The Tenderer submits more than one application; The Tenderer s application is not in conformity to the requirements set forth in the Terms and Conditions of Open Procedure; The Tenderer does not comply with the minimum qualification requirements set forth in Paragraph 17 of the Terms and Conditions of Open Procedure; The Tenderer provides false information on conformity to the qualification requirements;

10 44.5. The purpose of lease specified in the Tenderer's application does not meet the limitations provided for in Paragraph 8 of the Terms and Conditions of Open Procedure; The proposed rent is lower than the minimum size of rent indicated in the contract notice and the present Terms and Conditions of Open Procedure. 45. The results of Open Procedure for the lease of property shall be recorded in the minutes, which shall be signed by the Chairman of the Meeting and members of the Commission no later than the next working day. The minutes shall be accompanied by all communications (if any) between the Commission and the Tenderers as specified in Paragraph 42 of the Terms and Conditions of Open Procedure. Each Tenderer or its representative shall be entitled to familiarise themselves with the minutes from the date of signing thereof. 46. If only one Tenderer registered to participate in the Open Procedure for the lease of property according to the established procedure and the Tenderer conforms to the qualification requirements set in the Terms and Conditions of Open Procedure, offered a rent than is not lower that the set initial amount of rent, and meets all the qualification requirements, the Tenderer shall be considered the successful Tenderer in the Open Procedure. If only one Tenderer participates in the Open Procedure, the Commission shall have the right to examine the application of such a Tenderer and immediately announce the results in the Meeting referred to in Paragraph 33 hereof, without holding a separate Meeting for the evaluation of qualifications. 47. If no Tenderers have registered to participate in the Open Procedure or not a single Tenderer meets the qualification requirements, or if all Tenderers offered a lower rent than the initial amount of rent and/or if applications of all Tenderers have been rejected, the Open Procedure shall be declared unsuccessful. VI. OTHER TERMS AND CONDITIONS OF OPEN PROCEDURE 48. The successful Tenderer shall at his own expense and risk receive all documents, including but not limited to licenses, permits, consents and agreements necessary to use the Premises. 49. The Lessee shall be prohibited to redeem and sublease the leased Property, as well as to transfer all or part of the rights arising from the lease agreement. 50. The LAKB shall be entitled to cancel the tender procedures at any time before the Meeting of the Commission, if there are any circumstances that could not be foreseen and/or after the publication of the Open Procedure it comes clear that the lease of state property is not available. The tender procedures may also be terminated if the governing State authorities do not issue construction permits until 1 November 2016 to carry out the major repairs of the Building according to the Technical project solutions or require essential changes in the Technical project solutions. The LAKB shall not reimburse the losses incurred by the Tenderers in relation to the preparation and submission of applications, etc. The LAKB shall not reimburse any loss or disposals, if the results of the Open Procedure are challenged, eliminated, invalidated on the initiative of the Tenderers or any other third parties by any legal means. 51. The Tenderers shall have the right to challenge these Terms and Conditions of Open Procedure or the results of Open Procedure within the procedure laid down by the laws. 52. Appendices: Appendix No. 1 Extract from Kaunas Airport Passenger Terminal Major Repairs Project ; Appendix No. 2 Form of Application. Part A ; Appendix No. 3 Form of Application. Part B ; Appendix No. 4 Descriptor of Sales Concept of Duty-Free Products ; Appendix No. 5 Draft Agreement for the Lease of State Tangible Property ; Appendix No. 6 Customer Service Standard.

11 Appendix No. 1 EXTRACT FROM KAUNAS AIRPORT PASSENGER TERMINAL MAJOR REPAIRS PROJECT (1 page) The Tenderers wishing to familiarize themselves with the full-scope Kaunas Airport terminal reconstruction project may apply by to the LAKB sales manager Žygimantas Šeštokas by telephone or by z.sestokas@kun.lt until 1 November 2016.

12 SE Lithuanian Airports Kaunas Branch Appendix No. 2 APPLICATION CONCERNING THE LEASE OF NON-RESIDENTIAL PREMISES SITUATED AT THE ADDRESS ORO UOSTO STR. 4, KARMĖLAVA, KAUNAS DISTRICT, WITH A TOTAL AREA OF [ ] M 2 Tenderer s name Legal entity code Address (registered office) Telephone Contact person; telephone number; address Name and address of the credit institution, account number and code Data of the account of the Tenderer, to which the Commission shall transfer the refundable initial contribution (the contribution shall be returned within 5 working days to unsuccessful Tenderers) PART A (date) (place of completion) We hereby confirm that we have read the Terms and Conditions of the Open Procedure of SE Lithuanian Airports Kaunas Branch and the announcement of the Open Procedure for the lease of property, which was published on / /2016 on the social network Facebook account Kaunas Airport and on the website of SE Lithuanian Airports Kaunas Branch and agree with all the conditions. We hereby confirm that we conform to the qualification requirements set in the Terms and Conditions of Open Procedure and submit the following documents confirming the compliance to the set requirements: Item No Title of the document enclosed Number of pages

13 We shall use the leased Premises only for the [ Procedure. ] activities indicated during the Open Additionally submitted: copy of the registration certificate of a legal entity (or extract from the State Enterprise Centre of Registers) certified by a seal (if a legal entity must have a seal) and signed by an authorized representative, or copies of other documents supporting the fact of incorporation. If persons are involved by written agreement, a copy of such an agreement shall be provided. (Name, surname, signature and seal of the person responsible for submission of application)

14 Appendix No. 3 SE Lithuanian Airports Kaunas Branch APPLICATION CONCERNING THE LEASE OF NON-RESIDENTIAL PREMISES SITUATED AT THE ADDRESS ORO UOSTO STR. 4, KARMĖLAVA, KAUNAS DISTRICT, WITH A TOTAL AREA OF [ ] M 2 PART B (date) (place of completion) Tenderer s name Legal entity code Address (registered office) Data of the account of the Tenderer, to which the Commission shall transfer the refundable initial contribution. The contribution shall be returned within 5 working days to unsuccessful Tenderers We offer the following rent: Item No Title Amount in EUR without VAT 1. The proposed amount of rent for the entire area of the Premises per month (Name, surname, signature and seal of the person responsible for submission of application) Appendix No. 4

15 DESCRIPTOR OF SALES CONCEPT OF DUTY-FREE PRODUCTS 1) Assortment and display of products When carrying out commercial activities in the Premises, the assortment of products, which shall be pre-agreed with the Lessor, may consist of products of the following categories: perfumery, cosmetics, alcoholic and nonalcoholic beverages, tobacco products, sweets in packages, gourmet food in packages, watches, jewellery, costume jewellery, leather goods and clothing accessories (i. e. handbags, gloves, shawls, belts, scarves), toys and products manufactured by the Lithuanian producers in Lithuania, i. e. Lithuanian alcoholic and nonalcoholic beverages, gourmet food in packages, and souvenirs representing Lithuania. Sales in other product categories shall be subject to the written consent of the Lessor. The following product categories must be sold on the Premises during the entire period of the Agreement: perfumery and cosmetics, alcoholic and non-alcoholic beverages, tobacco products, sweets in packages, gourmet food in packages, watches, costume jewellery and products manufactured by the Lithuanian producers in Lithuania, i. e. Lithuanian alcoholic and non-alcoholic beverages, gourmet food in packages, and souvenirs representing Lithuania. The Lessee shall have to ensure that products of trademarks recognised by many passengers are sold in the Premises. The Lessor may change the distribution of categories of products among the shops equipped in the Premises under a prior agreement with the Lessor. Separate spaces (zones) shall be formed for the display of individual product categories, made of furniture, glass or other professional trading structures. Each space dedicated to a particular category shall be marked by signboards in English (and in Lithuanian, if required by laws or other legal acts) following the same style. The layout of products shall be based on the following principles: all products must be clearly visible to customers and create a single system. Directional lighting, which distinguishes the products, shall be equipped for the shelves of products. Groups of products, which must be stored cold, shall be placed in a specially adapted refrigerators, which must be integrated into the interior, of a single colour and a single manufacturer. 2) Guidelines for furnishing the Premises Three separate duty-free shops shall be formed and equipped in the Premises: In the part of the Premises in the Schengen area of the passenger departure terminal with index 1-71 (part) - Shop No. 1 with the total area of sq.m. In the part of the Premises in the Schengen area of the passenger departure terminal with indexes 1-76 (part), 1-77 (part), 1-111, 1-113, 1-114, 1-71 (part) - Shop No. 2 with the total area of sq.m. In the part of the Premises outside the Schengen area of the passenger departure terminal with indexes 1-87 (part), 1-88, 1-89, 1-90, 1-91, 1-92, 1-95, 1-96, 1-97, 1-98 (part), 1-99, Shop No. 3 with the total area of sq.m. All three duty-free shops shall be passable, i. e. arranged using a walk-through principle and create a sense of spaciousness and openness. Shop No.1 with the total area of sq.m. shall have a free passage area of at least 2.5 m width in which passengers can move freely without any hindrance from the aviation security screening towards boarding gates. The free movement area for passengers must be visually separated from areas of the display of products in shop No. 1, e.g., by different colours of floor covering or other means.

16 The interior of duty-free shops should include a set of elements that create a feeling of lightness and be adapted to the needs of rushing passengers with the hand baggage. The interior should be bright, and furniture design should be long-lasting and durable. Lighting, decoration, indoor furnishings and furniture shall form a functional, safe and aesthetically pleasing space for the customer. The integrity of interior and its parts shall be maintained in all dutyshops representative by the Trademark. The used constructions made of wood and glass or equivalent natural materials shall provide a special feature for the interior, which respectively should form a warm and bright environment. Additional inventory (refrigerators of beverages or food, etc.), required for shops, shall be agreed with the Lessor and adapted to the overall interior style. Promotional stickers, signboards and light stands shall be integrated into furniture and interior, their colours shall maintain the integrity of the interior, and their content shall be agreed with the Lessor in advance. The Lessee shall ensure that the Trademark is used both inside and outside of duty-free shops and in communication media, i. e. on signboards of shops, boutiques decorations, advertising media, staff uniforms and other interior elements. Furniture, advertising means, commercial equipment and other interior elements located in the Premises must be regularly cleaned, maintained, updated or replaced with new items in a timely way during the entire Agreement period. 3) Display of prices Information in duty-free shops shall be presented in at least two languages: Lithuanian and English. All information shall be printed hand-written information is prohibited. All promotional information shall be agreed with the Lessor in advance. Product prices in trade zones shall be printed in at least 24 pt font (except for very small items such as jewellery or costume jewellery). Prices of products and a standard unit shall be clearly visible, easily legible, understandable and distinguishable. Prices of products shall be final, i. e. all taxes inclusive. 4) Cleaning and rubbish Interior of duty-free shops shall create a comfortable and aesthetically attractive environment to customers, so it is very important to ensure impeccable cleanliness of the Premises. Customers should not be disturbed by dust and dirt on the shelves of shops or on other interior elements. Floor of shops should be cleaned at least 2 (two) times a day, not during flights, or when the shops are free of buyers. During the cold season of the year when the amounts of dirt on shoes increase, the floor of the Premises shall be cleaned more frequently, at least after every flight, to ensure that the floor is constantly clean. Shelves of shops shall be cleaned at least 1 (once) a day, not during flights, or when the shops are free of buyers. Other interior elements of shops shall be cleaned at least 1 (once) a week, not during flights. Rubbish and packaging of products shall be kept in places invisible to customers in designated areas and containers. Employees shall ensure that rubbish is not stored and disposed of on a timely and regular basis from their designated locations. The packaging of unloaded products shall be removed from shops not later than within 30 minutes. The Lessor and/or its authorized person shall have the right to enter the Premises during business hours of dutyfree shops and to clean the floor in the free passage area and in other locations that are visible to the passengers. 5) Customer service

17 Each employee of duty-free shops shall comply with the general rules of conduct and customer service standards approved by the Lessor. Any employee of a shop shall be able to communicate freely and to tell a passenger about any goods in the shop in the Lithuanian and English languages. The Lessor shall ensure that at least one employee able to communicate in the Russian language is present in shops in case a customer expresses the need to be told about goods in the Russian language. Salespeople and other service personnel shall wear the same uniform during working hours, i. e. a unified shirt or T-shirt, pants (for men), a skirt or trousers (for women), jackets or other warmer clothes (during the winter period). Clothes shall be clean, without creases, with a name card attached to the left side with the Trademark and the employee's name. The look of service personnel is no less important; it shall be impeccable and consistent with CSS. The Lessee shall ensure that quality control standards are set up for customer service, and training of quality and customer service are carried out (at least once every six months) for all employees of shops. In addition, the Lessee shall ensure that all employees are familiarized and comply with the CSS approved by the Lessor. The Lessor shall ensure that duty-free shops have an adequate number of employees, which are able to serve the peak passenger flows (up to 500 passengers per hour), without queues at the cash desks that take longer than 10 minutes and with the possibility for each passenger to receive a consultation about goods. 6) Supply of products When performing commercial activities in the Premises, it is also important to ensure a fluent supply of products, which must be made only in accordance with the schedule (must be prepared taking into account needs of the Lessee, possibilities of product suppliers and the flight schedule) and product supply scheme agreed with the Lessor in advance in writing. The supply of products in the Premises shall be ensured through the use of specially selected and marked cargo trolleys for the supply of goods or trolleys for passengers' baggage, which shall be kept in places invisible to customers in designated areas or returned to the places at the Passenger terminal in special designated places for their storage.