OPERATION OF DUTY FREE ASSORTMENT, GIFTS, FASHION AND RETAIL ACCESSORIES

Transcription

1 Page 1 OPERATION OF DUTY FREE ASSORTMENT, GIFTS, FASHION AND RETAIL ACCESSORIES PROCUREMENT DOCUMENTATION OF THE CONCESSION Contract Ref. No.: Z File No.: Contracting Entity s Profile: Petra Luňáčková Ph.D. Digitálně podepsal Petra Luňáčková Ph.D. Datum: :42:04 +01'00'

2 Page 2 Table of contents I. NOTICE... 3 II. BASIC INFORMATION... 3 III. EXPLANATION OF THE PROCUREMENT DOCUMENTATION AND VISIT TO THE PLACE OF PERFORMANCE. 6 IV. CONDITIONS OF PERFORMANCE OF THE CONCESSION... 7 V. WHAT YOU NEED TO DO TO SUCCESSFULLY COMPLETE THE CONCESSION PROCEDURE... 8 VI. INDICATIVE TENDER... 9 VII. DEMONSTRATION OF COMPETENCE AND QUALIFICATION VIII. SUBCONTRACTING RESTRICTIONS IX. OTHER REQUIREMENTS FOR INDICATIVE TENDERS X. TENDER PRICE XI. NEGOTIATION ON INDICATIVE TENDERS AND SUBMISSION OF TENDERS XII. EVALUATION OF INDICATIVE TENDERS / TENDERS XIII. CONDITIONS FOR THE CONCLUSION OF THE CONTRACT XIV. RESERVED CHANGE IN THE OBLIGATION XV. OTHER... 23

3 Page 3 I. NOTICE I.1. I.2. I.3. The award of this concession shall be governed by Act No. 134/2016 Coll., on public procurement, as amended (hereinafter referred to as the Act or Public Procurement Act ). The concession shall be awarded in the concession procedure pursuant to Section 180 et seq. of the Act. The process chart of the planned course of the concession procedure forms Annex A hereto. Please note that failure to submit the requested documents and data, failure to comply with the instructions given in this Procurement Documentation and their annexes (hereinafter referred to as the PD ), submission of any data or documents not corresponding to reality that would or could affect the assessment of the participation conditions or the fulfilment of the evaluation criteria, submission of any false data or documents, failure to comply with any other instructions given by the Contracting Authority, or failure to meet any time limits, etc. I.4. I.5. I.6. II. II.1. may result in the irrevocable elimination of your tender and your exclusion from the concession procedure. If any indicative tender or tender is not delivered within the time limit or in the manner laid down in the PD, it shall be deemed not to have been submitted and shall be disregarded during the concession procedure. Please pay attention to the entire PD, including all annexes, in time and comply with them. In case of doubt, use the institute of request for additional information pursuant to Article III hereof. Unless laid down otherwise, the definitions used in the PD have the same meanings as the definitions used in their annexes and other documents constituting the procurement documentation of the concession. Where reference is made in the PD to the tender, it means both the indicative and final tender, unless expressly stated otherwise. BASIC INFORMATION Contracting Authority Letiště Praha, a. s. Registered office: Praha 6, K letišti 1019/6, Postcode Company ID No.: Registration in the Commercial Register: Municipal Court in Prague, File No. B (If the word we or the first-person plural is used in the text, we refer to ourselves, as the Contracting Authority; it is only exceptionally that we refer to ourselves in the third person by the term Contracting Authority ).

4 Page 4 II.1.1. Contact person: Ing. Kateřina Felgrová, Key Account Specialist, Commercial Activities, Letiště Praha, a. s. katerina.felgrova@prg.aero II.2. In accordance with Section 211 (3) of the Act, any communication must be conducted electronically, i.e. in the concession procedure in question via the E-ZAK electronic tool, data box or messages. The indicative tender must then only be submitted in the manner specified in Article VI.4 below, and the final tender in the manner specified in the call for its submission. Contractors/Contractor Contractors/Contractor means you in the second-person singular or plural, as the potential provider of the subject of the concession; we refer to you in the third person as the Contractor or Participant. II.3. Subject of the concession The Contractor selected based on the concession procedure shall be provided with the exclusive right to operate retail sale of Core and Non-Core Assortment as specified in Annex J to this PD under the Duty Free and Duty Paid schemes (as defined in Article and of the Contract for the Lease of Premises for Business and the Provision of Certain Related Services, which forms Annex F hereto (hereinafter referred to as the Contract ) in the business units specified in Article to and Annex No. 2 to the Contract (hereinafter referred to as the Concession ).The Concession also includes the possibility of using the Operation Premises specified in Article and Annexes No. 1a, 1b, 1c and 2 to the Contract. This range of goods and/or services in individual units is further specified in Annex No. 13 to the Contract. This range may be extended by the range and/or services further approved by the Contracting Authority in individual business units, under the conditions specified in these PD and in the draft Contract, as well as under the conditions specified in other annexes to the PD or the Contract. In the event of any conflict between or among the PD, the Contract and other annexes to the Contract, the Contract shall take precedence. II.4. Classification of the subject of the Concession under the CPV: Non-residential property renting or leasing services Retail trade services Construction work Construction work for buildings relating to air transport Construction work for airports II.5. Time of performance II.5.1. A contract for ten (10) years shall be concluded with the selected Contractor, the term of the lease of business unit No. B124 being a fixed period of time from 1 October2021

5 Page 5 to 31 December2029 and business unit No being a fixed period of time from 1 April 2021 to 31 December2029. The Contracting Authority has the right to terminate the Contract by a written notice of six (6) months, which may be submitted by the Contracting Authority with the effects of termination of the Contract not earlier than seven (7) years from the commencement of the term of the lease or, as the case may be, at any time thereafter, i.e. the notice may not be submitted earlier than six (6) years and six (6) months from the commencement of the term of the lease and may be submitted at any time thereafter, provided that the conditions specified in Article 5.3 of the Contract have been met. II.5.2. Justification of the duration of the Contract The longer duration of the Contract exceeding 5 years is justified by the return period of the investments made by the selected Contractor as a future concessionaire to achieve the purpose of the Contract. The Contracting Authority assumes that, at the beginning of the duration of the Contract, the selected Contractor will take over the leased premises in the condition after equipment work was carried out by the previous tenants and with the equipment for the use which the selected Contractor will make relatively high initial investments, other investments being expected during the term of the Contract (in particular investments made for the overall maintenance and repairs of the leased premises, as well as for the necessary modernisation of the premises during the lease in order to maintain the European standard of similar premises at airports). According to the preliminary calculation, the return of such investments made by the selected Contractor is achieved in a period of 10 years, with the conditions specified in Article 5.3 of the Contract being applied to the possibility of terminating the Contract with effect as of the last day of the seventh year of the term of the lease. II.5.3. The expected term of the lease shall be from 1 January 2020 to 31 December II.5.4. If the term of the lease expected in Article II.5.3 hereof is met, the selected Contractor is required to start business activities within the Subject of the Lease under the Contract and open the Subject of the Lease to the public by 1 January 2020, with the exception of Business Unit No. 2083, which the Contractor must open to the public by 1 July 2021, and Business Unit No. B124, which the Contractor must open to the public by 1 January II.6. Place of performance The place of performance of the Concession shall be the commercial premises at the Prague/Ruzyně international airport (hereinafter referred to as the Airport ), namely at the address: Aviatická 1017/2, Prague 6, Postcode The place of performance is further specified in Annex E hereto. II.7. Contracting Authority s profile These PD, including any supplementary information and answers to questions (explanation of the procurement documentation), are published within the Contracting Authority s profile at

6 Page 6 User manual for Contractors: English version of the user manual for Contractors: II.8. Communication and negotiation language Any communication between the Contracting Authority and Contractors shall be conducted in Czech, Slovak or English, using electronic means via the E-ZAK electronic tool provided within the Contracting Authority s profile at via the data box or via messages. II.9. Binding character of the tender / indicative tender Once you have submitted an indicative tender, you may only withdraw from the concession procedure by not submitting a tender upon our call to tender. II.10. Preliminary market consultations The Contracting Authority states that, in order to prepare the procurement documentation for this Concession, it conducted preliminary market consultations within the meaning of Section 33 of the Public Procurement Act prior to the concession procedure. The course of the preliminary market consultations, the information communicated to potential contractors within the preliminary market consultations and the parts of the procurement documentation resulting from the preliminary market consultations are summarised in Annex O hereto. III. EXPLANATION OF THE PROCUREMENT DOCUMENTATION AND VISIT TO THE PLACE OF PERFORMANCE III.1.1. III.1.2. If the PD is not clear at any section (even after they have been studied thoroughly) or if you miss any information to prepare a tender, please send us a written electronic request for explanation. Please send requests for explanation: by via the data box or the E-ZAK electronic tool located within the Contracting Authority s profile; in this context, please note that we will not respond to any telephone inquiries, to the contact person specified in Article II.1.1 hereof, no later than 8 working days before the end of the period for submitting indicative tenders or tenders, but we recommend that your questions be sent as soon as possible. III.2. We will provide you with explanation and we will publish the full wording of the question including the answer within the Contracting Authority s profile. Therefore, we recommend that you follow the Contracting Authority s profile during the entire concession procedure. III.3. If you are interested in participating in the concession procedure, you can send your address to the contact person, and we will also send you all information to such an address.

7 Page 7 III.4. We may also make any changes and additions to the PD without any proposal by the Contractor. III.5. The visit to the place of performance shall take place on 4 March2019 at 10:00 a.m. (CET) and on 5 March 2019 at 10:00 a.m. (CET). III.6. Note: Those interested in the visit to the place of performance must send the identification data of each intended participant in the visit to the contact person within 24 hours prior to the date of the visit: date of birth and ID card or passport number for providing the entrance card to the non-public area of the Airport. It is not possible to participate in the visit to the place of performance without the entrance card. IV. CONDITIONS OF PERFORMANCE OF THE CONCESSION IV.1. Minimum technical conditions of the Concession Your indicative tender and tender must meet these minimum technical conditions, they may not be changed during the negotiations and, after the conclusion of the Contract, the selected Contractor shall provide as part the Subject of the Lease the activity at least in the following scope: IV.1.1. operation of retail activity in the field of travel retail, i.e. in the field of sale of goods traditionally offered at airports (for example, cosmetics, perfumes, alcoholic beverages, luxury goods, fashion accessories, tobacco, confectionery, etc.); IV.1.2. sale of goods under the Duty Free and Duty Paid schemes, i.e. sale in a reserved area, accessible only to passengers with a travel document / boarding card, with shops where passengers can buy goods (i) under the Duty Free scheme = upon submission of a boarding card, goods may be bought exempt from VAT and excise tax and (ii) under the Duty Paid scheme = goods not exempt from VAT and excise tax. Based on the negotiations about indicative tenders, we may also grant the selected Contractor an exclusive right to provide additional services. IV.2. The Subject of the Lease is the business premises located at Terminal 1 and Terminal 2 of the Airport. The Subject of the Lease including a plan with a colour marking of individual premises used for business, including the indication of the approximate sizes of the individual business units and Operation Premises, are detailed in Annex E hereto. IV.3. Operation Premises We shall provide the selected Contractor with Operation Premises to support its commercial activities in the Subject of the Lease, to the extent required by the selected Contractor, up to the extent defined in Annex K hereto, for the uniform price listed in Annex K. IV.4. The operating time must be guaranteed in the following minimum range: IV.4.1. The walk-through commercial premises: a. Walk-Through Zone at Terminal 1, Rooms No. 153, 153a, 153b, 153c, 153d with the size of 1,489 sqm must be open in the 24/7 nonstop operation mode. IV.4.2. Other commercial premises

8 Page 8 shall be open for at least fourteen (14) hours a day, with the opening hours starting no later than at seven (7:00) o clock in the morning every calendar day. IV.5. Business and payment terms, insurance IV.5.1. The Contracting Authority stipulates that all business and payment terms are specified in Annex F hereto draft Contract. IV.5.2. We may amend the draft Contract within the negotiations on indicative tenders. IV.6. Technical conditions: IV.6.1. After the Contract has been concluded, the selected Contractor shall operate in the Subject of the Lease the activity consisting in the retail sale of the assortment described in Annex J hereto, under the Duty Free and Duty Paid schemes. IV.6.2. On commercial premises in the business units designated for trade on which the Core Assortment is offered for sale, 10% of the commercial premises shall offer for sale such range of goods, products and brands that are generally associated with the Czech Republic, i.e. that are typical, symbolic of, or traditional in the Czech Republic. V. WHAT YOU NEED TO DO TO SUCCESSFULLY COMPLETE THE CONCESSION PROCEDURE V.1. V.2. The entire course of the concession procedure is illustrated in the process chart which forms Annex A hereto. The main obligations of the Contractor in the concession procedure are as follows: What do you need to do? When? How? Read the Procurement Documentation We recommend as soon as possible. Clarify anything unclear with the Contracting Authority (if necessary for submitting an indicative tender/tender). Submit an indicative tender. Demonstrate competence and qualification. Document, prepare and submit other mandatory parts of the indicative tender. Set the tender price. No later than 8 working days before the end of the time limit for submitting indicative tenders / tenders. However, we recommend as soon as possible. Within the time limit specified in Article VI hereof. Within the time limit specified in Article VI hereof (as part of the indicative tender). Within the time limit specified in Article VI hereof (as part of the indicative tender). Within the time limit specified in Article VI hereof (as part of the indicative tender). Using the procedure pursuant to Article III hereof. In the form specified in Article VI.1 hereof. As specified in Article VII hereof. By completing the form in Annex E hereto.

9 Page 9 Submit the draft Contract. Attend the meeting about the indicative tender (if held). Submit a tender. Submit the original documents (only the selected Contractor). Provide additional information or documents. Within the time limit specified in Article VI hereof (as part of the indicative tender). Upon our invitation, specifying the venue, time, language and content of the meeting. Upon our call, specifying the time limit and method of submitting tenders. Upon our call, specifying the time limit for submission. At any time during the concession procedure upon our call, specifying the time limit. By completing the template in Annex F hereto. More details will be given in the invitation. The conditions will be specified in the call. The conditions will be specified in the call. VI. INDICATIVE TENDER VI.1. Form of indicative tender VI.1.1. The indicative tender must be submitted: a. in writing electronically, via the E-ZAK electronic tool located within the Contracting Authority s profile at b. in Czech, Slovak or English (unless expressly stated otherwise herein for a specific document). VI.1.2. The documents to be signed or officially stamped hereunder and the documents issued by a third party must be submitted in the form of scanned original document. Any other content must be uploaded in *.doc and *.xls formats, or in any other format that makes it possible to copy and edit the content of the document. VI.2. Content of the indicative tender mandatory documents VI.2.1. completed cover sheet of the indicative tender prepared in accordance with the template provided in Annex C hereto, VI.2.2. documents relating to the demonstration of the basic qualification, VI.2.3. documents relating to the demonstration of the professional qualification, VI.2.4. documents relating to the demonstration of the technical qualification, VI.2.5. other mandatory parts of the indicative tender pursuant to Article VIII hereof, VI.2.6. tender price completed Annex E hereto for the determination of the tender price, VI.2.7. draft Contract, i.e. completed Annex F hereto. VI.3. Time limit for submitting indicative tenders

10 Page 10 VI.3.1. Please deliver the indicative tender to us no later than 2 April 2019 by 1:00 p.m. (CET). Any indicative tenders submitted later shall be deemed not to have been submitted. VI.4. Manner of delivering indicative tenders VI.4.1. The indicative tender shall be submitted in writing within the time limit for submitting indicative tenders, in electronic form via the E-ZAK electronic tool laid down by the Contracting Authority and located within the Contracting Authority s profile at VI.4.2. To submit a tender, the Contractor must register in the E-ZAK electronic tool, the procedure being specified in the user manual for Contractors in Czech at and in English at VI.4.3. The electronic tender shall be uploaded in the standard electronic format as a pdf or MS Office document. The indicative tender shall include the draft Contract. VI.4.4. Please note that we do not allow submission of tenders in any other manner or in any other form. VI.4.5. After the Contractor has signed in, the E-ZAK electronic tool (in the details of the relevant concession procedure) offers the Contractor a feature to create and send an electronic tender, including its encryption. Detailed information required to submit an electronic tender is given in the user manual for Contractors at the above addresses. VI.4.6. The Contractor shall be liable for delivering the indicative tender within the specified time limit for submitting indicative tenders. VI.4.7. We recommend that you upload the tender in the application well in advance so that any technical problems can be resolved in time. VI.5. Opening indicative tenders VI.5.1. We shall open all delivered indicative tenders without undue delay after the time limit for submitting indicative tenders has elapsed. The E-ZAK electronic tool is a certified tool and does not allow indicative tenders to be made available to the Contracting Authority before the time limit has elapsed. Opening of indicative tenders in electronic form is not public. VII. DEMONSTRATION OF COMPETENCE AND QUALIFICATION VII.1. We require Contractors to demonstrate the competence and qualification (hereinafter referred to as qualification ) as specified below. If the selected Contractor fails to demonstrate the qualification even after clarifying or supplementing data or documents, it shall be excluded from the concession procedure. We shall be entitled to exclude any Contractor that has failed to demonstrate the qualification at any time during the concession procedure.

11 Page 11 VII.2. Basic qualification you must provide the following: VII.2.1. an extract from the Criminal Register showing that neither the Contractor nor any member of its statutory body 1 was effectively convicted, in the country of its registered office, of any criminal offence listed in Annex C to the Act or of a similar criminal offence under the laws of the country of the Contractor s registered office in the past 5 years before the concession procedure was commenced, VII.2.2. the relevant tax office s statement proving that the Contractor has no tax arrears due in the Czech Republic or in the country of its registered office, VII.2.3. a statutory declaration that the Contractor has no tax arrears due in the Czech Republic or in the country of its registered office in relation to excise tax, VII.2.4. a statutory declaration that the Contractor has no arrears due in respect of premiums or penalties for public health insurance in the Czech Republic or in the country of its registered office, VII.2.5. the relevant district social security administration s statement proving that the Contractor has no arrears due in respect of premiums or penalties for social security and the contribution to the state employment policy in the Czech Republic or in the country of its registered office, and VII.2.6. an extract from the Commercial Register or, if it is not registered in the Commercial Register, a statutory declaration proving that the Contractor is not in liquidation, was not the subject of a decision on bankruptcy, is not the subject of receivership and is not in a similar situation under the laws of the country of its registered office. The basic qualification may be temporarily proved using a statutory declaration, which forms Annex D hereto. However, the original documents referred to in Articles VII.2.1 VII.2.6 hereof shall be requested from the selected Contractor prior to signing the Contract. VII.3. Professional qualification within the indicative tender, you must submit the following: VII.3.1. an extract from the Commercial Register or another similar register. VII.4. Technical qualification within the indicative tender, you must submit the following: VII.4.1. a statutory declaration that you continuously operated business activity under the Duty Free scheme (tax exemption for the retail sale of goods for export) for a period of 10 years before this concession procedure was commenced, 1 If a legal entity is a member of the contractor s statutory body, the condition must be met by a) this legal entity, b) each member of this legal entity s statutory body, and c) the person representing this legal entity in the contractor s statutory body. If the participants in the procurement procedure include a branch office of a) a foreign legal entity, the condition must be met by the legal entity and the branch office manager, b) Czech legal entity, the condition must be met by the persons listed in paragraph 2 and the branch office manager.

12 Page 12 VII.4.2. a statutory declaration (affidavit) to the effect that during the past 5 years you have performed at least 5 material services consisting in the retail sale of goods under Duty Free and Duty Paid schemes at international airport, whereas A.1: at least one (1) of those material services must have had at least the following parameters (cumulatively): a. period of performance of at least 3 years, b. sale of goods under Duty Free and Duty Paid schemes on floorage of at least 3,000 m 2, c. sale of goods under Duty Free and Duty Paid schemes at an international airport which during the period of performance of the material service handled over the period relevant for the referenced material service (at least 3 years) an annual average of at least 15,000,000 PAX, i.e. incoming and outgoing passengers ( PAX ); The statutory declaration must be enclosed with a list of significant services implemented, including in particular the time and period of performance, the size of the sales area and the identification of the airport at which the significant services were provided. VII.5. Economic qualification The Contracting Authority does not require any proof of economic qualification. VII.6. Pursuant to Section 86 (2) of the Act, the Contractor may always replace the documents required by the Contracting Authority with a European Single Procurement Document. Pursuant to Article 86 (4) of the Act, the Contractor shall not be obliged to submit to the Contracting Authority the documents certifying the facts contained in the European Single Procurement Document if the Contractor informs the Contracting Authority that such documents were submitted to the Contracting Authority by the Contractor in a previous procurement procedure. In such a case, the Contractor shall identify in the communication a public contract in which the European Single Procurement Document was submitted to the Contracting Authority by the Contractor. VII.7. Demonstration of qualification by the Contractor, or through third parties where applicable VII.7.1. Where a tender is submitted by multiple entities on the Contractor s side, they have to be bound jointly and severally vis-à-vis the Contracting Authority as stipulated in Art. II.12 of Annex B to the PD General Procurement Terms and Conditions of the Concession Procedure. VII.7.2. Where any part of the qualification required by the Contracting Authority is demonstrated by the Contractor through third parties, the Contractor is in such case obliged to submit to the Contracting Authority under Section 83(1) of the Act: a. documents evidencing the fulfilment by such third party of professional qualification criteria under Section 77(1) of the Act, b. documents evidencing the fulfilment of the missing part of qualification by a third party,

13 Page 13 c. documents evidencing the fulfilment of basic qualification under Section 74 of the Act by a third party (the Contracting Authority confirms that the documents evidencing the fulfilment of basic qualification under Section 74 of the Act by a third party may be substitutes in the tender by an affidavit signed by that third party, provided that prior to the execution of the Contract the selected Contractor will be obliged to submit originals or certified copies of the documents evidencing the basic qualification of the third party to the extent under Section 75 of the Act), and d. written covenant of the third party to provide deliverables intended for the performance of the Concession, or to provide items or rights which the Contractor will be authorised to use while performing the Concession, at least to the extent to which such third party demonstrated qualification for and on behalf of the Contractor. Pursuant to Section 83(2) of the Act, if the Contractor demonstrates qualifications through a third party and submits documents under Section 79(2)(a), (b) or (d) of the Act relating to that third party, the written covenant must contain an undertaking to the effect that the third party will perform the services to which the qualification criterion concerned relates. Hence, if the Contractor demonstrates material services referred to in Art. VII.4.2 above through a third party (subcontractor), this means that such third party (subcontractor) must actively participate in the performance of the Concession to the extent of the material services demonstrated through such subcontractor. VII.7.3. If the Contractor uses a subcontractor to perform a part of the Concession in accordance with Section 105 of the Act, the Contracting Authority requests that the Contractor be responsible for such subcontractor s performance jointly and severally with that subcontractor. VII.8. Additional rules for demonstrating qualifications are further set out in Annex B to this PD General Procurement Terms and Conditions of the Concession Procedure. VIII. SUBCONTRACTING RESTRICTIONS VIII.1. In accordance with Section 105(2) of the Act, the Contracting Authority reserves the requirement that the below-listed material activities associated with the performance of the Concession must be performed directly by the selected Contractor (or, as the case may be, Contractors submitting a joint tender), i.e. that the parts of performance of the Concession objectively entailing the belowstated activities must be performed by the Contractor using his own resources and employees: - operating the retail sale of Core and Non-Core assortment under Annex J to this PD under the Duty Free scheme and Duty Paid scheme in the retail units specified in Art and of the Contract and in Annexes 2b and 2c to the Contract. VIII.2. The aforesaid reserved parts of performance comprise activities the performance of which has a substantial impact on the quality and scope of the services requested by the Contracting Authority; i.e., which the Contracting Authority considers to be crucial from the perspective of proper performance of the Concession. Since the person who warrants to the Contracting Authority the proper performance of the services is the selected Contractor directly, and not that

14 Page 14 Contractor s subcontractors, the Contracting Authority requests that the aforesaid reserved activities be performed by the selected Contractor who is in a direct contractual relationship with the Contracting Authority. VIII.3. Having regard to the purpose of the reservation made by the Contracting Authority, the Contracting Authority identifies below those qualification requirements which, in terms of their content, reflect the extent to which the performance of the Concession by the procedure described in Section 105(2) of the Act is reserved. Thus, the fulfilment of those qualification requirements may not be demonstrated through subcontractors by the procedure described in Section 83 of the Act: - technical qualification under Art. VII.4.2 proof of performance of material services. IX. OTHER REQUIREMENTS FOR INDICATIVE TENDERS IX.1. As part of your indicative tender, you must also submit the following: IX.1.1. Description of work with the PAX structure Submit a description of work with the PAX structure in the sale of Core and Non-Core assortments (as defined in Annex J hereto) at international airports, including the description of: a. the plan you had at individual airports for taking account of the PAX structure, as well as the specific steps you took to implement the plan, and how this will be applied at the Prague Airport, b. where and how the PAX structure changed over the course of your activity, as well as the steps you took to respond to the change in the PAX structure, c. how the change in the PAX structure affected sales, as well as where and how you managed to increase sales by responding to the PAX structure. Provide a description of work with the PAX structure separately for each airport (up to 10 airports) where you are acting / acted as a Core and Non-Core assortments vendor, always specifying the airport identification, duration of your activity and the PAX structure at that airport. The description of work with the PAX structure must not exceed 20 standard pages 2. IX.1.2. Staffing and logistics plan Provide a detailed plan of staffing and its development, as well as a proposed structure of logistics processes for the operation of activity involving the provision of services that are the subject of the Concession. The staffing and logistics plan must not exceed 4 standard pages. IX.1.3. Retail space visualisation and layout Submit a proposal for a visual representation of the interior and exterior of the stores located in the Subject of the Lease, including a breakdown of the basic materials and a proposed layout of the commercial premises in terms of assortment and brands of monobrand stores (a store offering goods of one 2 For the purpose of these PD, the standard page means a page with 1,800 characters, including symbols and spaces.

15 Page 15 brand) and flagship stores (a store of a given brand with the largest area or placement at a prominent place or reaching the highest turnovers or the first open store with a given concept or a store differing from the other stores by its interior and the range of the goods and services offered). The design must be in accordance with the Design Manual, which forms Annex M hereto. The Contractor shall be entitled to deviate in its design from the Design Manual if it designates parts deviating from the Design Manual in its design, providing a justification for such a deviation from the Design Manual. The Contracting Authority reserves the right to negotiate on the proposed deviations from the Design Manual and, as the case may be, to insist on compliance with the Design Manual. Retail space visualisation and layout must not exceed 70 pieces of visualisations. IX.1.4. Merchandising and concept plan (a systematic plan to increase profitability and return by stock planning and optimisation, merchandise display, etc.) Submit an assortment and brand portfolio plan with regard to the existing PAX structure at Prague/Ruzyně airport and its possible changes, including the list of all items of the expected assortment. The merchandising and concept plan must not exceed 40 standard pages 3. IX.1.5. Omni-channel retail plan a multi-channel approach to sales including the use of Internet and mobile applications to provide customers with the convenience of shopping not only in a brick-and-mortar store ( omni-channel retail ) Submit a plan describing the previous experience with omni-channel retail and cooperation with airlines at the airports where you operate, including a plan of specific steps in omnichannel retail and cooperation with airlines that you intend to implement at the Airport within the subject of the Concession; the plan will also include a brief description of the IT systems used; The omni-channel retail plan must not exceed 10 standard pages. IX.1.6. Financial plan for the duration of the Concession 4 which will consist of a detailed breakdown of the estimated costs and turnovers. For the purposes of the financial plan, the turnover means the sum of all amounts and other payments, exclusive of VAT, received or payable for (i) any goods sold or otherwise alienated by the Contractor or any other person using the Subject of the Lease or in connection with the Subject of the Lease, and/or (ii) the services provided in the Subject of the Lease by the Contracting authority or any other person using the Subject of the Lease or any part thereof, including any amounts and any goods specified in Article 1.13 of Annex 4 to the Contract Terms and Conditions (hereinafter referred to as the Turnover ); IX.1.7. Contract i.e. supplemented Annex F hereto. Using the template provided in Annex F, the Contract may not be modified except for completion of the parts highlighted 3 For the purpose of these PD, one (1) piece of visualisation means a photo of up to 15 cm (width) x 10 cm (height) at 300 DPI. 4 See Article V of the Contract.

16 Page 16 in yellow. You may submit suggestions, if any, for modifying the template in a request for explanation of the PD or in a separate document; we shall consider their incorporation and, as the case may be, discuss them within the negotiation on the indicative tenders, but we reserve the right to leave the Contract unchanged. X. TENDER PRICE X.1. Tender price X.1.1. Complete the tender price in the form which forms Annex E hereto. X.1.2. The tender price must be set in CZK exclusive of VAT. X.1.3. The total tender price must include any and all costs necessary for the proper, complete and high-quality provision of the services that are the subject of the Concession, taking account of all risks during the term of the Concession, not imposing any hidden or additional costs on the Contracting Authority beyond the Contracting Authority s obligations under the Contract, which forms Annex E hereto. X.1.4. The tender price must not be changed in relation to the inflation of the Czech currency, the exchange rate of the Czech currency against foreign currencies, or other factors influencing the exchange rate, currency stability or customs duties. XI. XI.1. NEGOTIATION ON INDICATIVE TENDERS AND SUBMISSION OF TENDERS Negotiation on indicative tenders XI.1.1. We reserve the right to accept indicative tenders as final tenders and, without any further negotiation on such indicative tenders, to conclude the Contract with the Contractor which submits the most advantageous indicative tender. XI.1.2. If we do not exercise the above right, we shall negotiate on the indicative tenders with all Contractors which have submitted an indicative tender and have not been excluded. XI.1.3. The subject of the negotiation shall be further specified in the call for negotiation, which will be sent to you well in advance before the negotiation is conducted. XI.2. Submission of tenders XI.2.1. After the negotiation has been ended, we shall either request another round of indicative tenders or final tenders. XI.2.2. The time limit for submitting other indicative tenders or final tenders, including the requirements for their content, shall be set in the call that we will send you. XI.2.3. We may change the PD based on the results of the negotiation, and the subsequent indicative tenders or tenders must correspond to the changed PD. XII. XII.1. EVALUATION OF INDICATIVE TENDERS / TENDERS The evaluation shall be carried out by the evaluation committee appointed by the Contracting Authority.

17 Page 17 XII.2. Indicative tenders / tenders shall be evaluated under Section 114 (2) of the Public Procurement Act, based on their economic advantageousness, using the following individual evaluation criteria: XII.2.1. Abbreviations and terms for evaluation purposes: TERM DEFINITION OF THE TERM FUNCTION IN THE TENDER PROCEDURE TURNOVER Turnover net of VAT Informative TR Turnover rent Informative TR RATE PER CATEGORY MINIMUM TR RATE PER CATEGORY TOTAL ANNUAL WEIGHTED TR RATE TOTAL WEIGHTED TR RATE Percentage rate of turnover rent for individual categories for the dutyfree or the duty-paid scheme Required minimum amount of the TR rate for individual categories for the duty-free or the duty-paid scheme Percentage rate of turnover rent calculated as weighted amount for all categories for the duty-free and the duty-paid scheme together in a given year one number for an entire year Percentage rate of the turnover rent calculated as weighted amount for all categories both for the duty-free and the duty-paid scheme and for the period together one number Required minimum amount of the total weighted TR rate Binding minimum required Informative evaluation criterion, binding subsequently for each year of the term of the contract, even if the contract continues after 2026 MINIMUM TOTAL minimum required WEIGHTED TR RATE MAG Minimum annual turnover rent Binding MINIMUM MAG Minimum amount of MAG for 2020 minimum required TOTAL MAG Sum of MAG amounts for evaluation criterion 2026 P1 First contract period P2 Second contract period XII.2.2. Financial criteria The weight of financial criteria is 50% Tenders will be evaluated on the basis of their economic advantageousness based on the following two individual financial evaluation criteria: 1 st individual financial criterion TOTAL WEIGHTED TR RATE for contract period P1 2 nd individual financial criterion TOTAL MAG for contract period P1

18 Page 18 TOTAL WEIGHTED TR RATE will be calculated using the following formula: SUM OF P1 TR / SUM OF P1 TURNOVERS TOTAL MAG will be calculated using the following formula: SUM OF P1 MAGS Weights of individual financial criteria: The weight of the 1 st individual financial criterion TOTAL WEIGHTED TR RATE is 70% of the financial criteria, i.e. 35% of all the criteria, including qualitative criteria. The weight of the 2 nd individual financial criterion TOTAL MAG is 30% of the financial criteria, i.e. 15% of all the criteria, including qualitative criteria. Calculation of points of the financial criteria will be performed as follows: TOTAL WEIGHTED TR RATE: value of the individual criterion / value of the highest bid of the individual criterion * 70% * 50% * 100 TOTAL MAG: value of the individual criterion / value of the highest bid of the individual criterion * 30% * 50% * 100 XII.2.3. Qualitative criteria The weight of qualitative criteria is 50% Tenders will also be evaluated on the basis of qualitative criteria. These include 5 individual criteria (A, B, C, D and E as specified in more detail in Annex L to this PD). For each individual criterion it is possible to achieve: minimum of 0 points and maximum of 20 points, in the following evaluation scale: 0 quality not meeting the requirements 2 insufficient quality 8 quality meeting the requirements 18 quality beyond expectations 20 exceptionally excellent quality, well beyond expectations Maximum points that can be achieved = 100 A detailed method of the assessment of individual criteria A to E is presented in Annex L to this PD. Calculation of points will be performed in two steps as follows: Step 1 total of all points achieved for individual criteria A-E as the total of points for all five qualitative criteria; Step 2 final calculation of qualitative criteria results from the following formula: total of all points achieved / highest total of all points achieved * 50% * 100.

19 Page 19 XII.2.4. THE MOST ADVANTAGEOUS TENDER A tender with the highest total points (points for all individual financial and qualitative criteria) will be evaluated as the most advantageous tender. XII.3. Particularly high tender price If the indicative tender / tender contains a price which is unreasonably high in relation to the financial plan and/or in relation to the general market conditions, we shall invite you to clarify such a price. If you fail to explain the amount of the tender price by objective reasons, or if such a price is to be achieved by breaching regulations, we may eliminate such an indicative tender / tender from the concession procedure. XII.4. Contracting Authority s right to cancel the concession procedure The Contracting Authority reserves the right to cancel this concession procedure in accordance with Section 170 of the Act, inter alia in case that the Contracting Authority receives fewer than three (3) preliminary tenders, and in particular if the Contracting Authority ascertains by means of internal assessment that none of the tenders so submitted achieves the anticipated economic advantageousness in comparison with the contract executed with the current tenant of the retail units at the Prague Airport. XIII. CONDITIONS FOR THE CONCLUSION OF THE CONTRACT XIII.1. Prior to the conclusion of the Contract, we shall call upon the selected Contractor to submit the following: XIII.1.1. originals or certified copies of the documents demonstrating its competence and qualification, unless we already have them from the indicative tender, tender or other communication with the selected Contractor, and XIII.1.2. documents or samples the submission of which is a condition for the conclusion of the Contract, namely: a. the Contract pursuant to Article IX.1.7 hereof, b. the insurance certificate (or other similar document) pursuant to Article 7.1 of Annex F. XIII.2. Prior to the conclusion of the Contract, it shall be verified whether the selected Contractor: XIII.2.1. has exclusively registered shares (if it is a joint-stock company with its registered office in the Czech Republic). If the selected Contractor, as a joint-stock company with its registered office in the Czech Republic, does not have exclusively registered shares, it shall be excluded from the concession procedure. The selected Contractor which is a joint-stock company with its registered office outside the Czech Republic shall be called upon to submit a statutory declaration specifying which persons are the owners of the shares whose aggregate nominal value exceeds 10% of the selected Contractor s registered capital, indicating the source from which the data on the shareholder share is based.

20 Page 20 XIII.2.2. is entered in the register of beneficial owners. If it is not entered in the register of beneficial owners, we shall also call upon the selected Contractor to submit an extract from a register similar to the register of beneficial owners or a. to communicate the identification data of all persons who are its beneficial owners, and b. to submit the documents showing the relationship of all persons pursuant to clause (a) to the selected Contractor. The selected Contractor which will fail to document the beneficial owners upon our call or whose beneficial owners are in a conflict of interests in relation to us shall be excluded from the concession procedure. XIII.3. If the selected Contractor refuses to provide the necessary cooperation for the conclusion of the Contract, we shall conclude the Contract with another Contractor, based on the order of advantageousness of the tenders. XIV. RESERVED CHANGE IN THE OBLIGATION XIV.1. Change in the tender price due to decrease in checked-in passengers In the event of a decrease in checked-in passengers at the Airport in any calendar year of the term of the lease compared to the number of checked-in passengers at the Airport in the calendar year preceding the beginning of the lease by at least 10 % (hereinafter referred to as the Decrease ), the Contracting Authority reserves the right, in agreement with the Contractor, to adjust the amount of the Minimum Turnover Rent, in accordance with Article 4.9 of the Contract, with effect for the following year of the lease. The Minimum Turnover Rent may thus be reduced by up to the total amount of the Decrease, but by maximum of 15 % of the total Minimum Turnover Rent. Such a comparison may not be made earlier than two (2) years from the commencement of the term of the lease, and the above reduction may not be claimed by the Contractor. Equally, as agreed with the Contractor, if a Force Majeure event occurs, the Contracting Authority reserves the right to adjust the Minimum Turnover Rent in accordance with Article 4.10 of the Contract with effect for the following year of the lease by up to 15% of the total Minimal Turnover Rent. The decrease may not be claimed by the Contractor either. XIV.2. Change in the subject of the Concession XIV.2.1. Reduction of the subject of the Concession or replacement of the commercial areas In the event of any changes in legislation, whether at EU or national level, or in the event of any internationally (in more than one EU country) recognised standard/measure regarding the safety, operation or fluency of passenger check-in the implementation of which in the conditions of the Airport will require modification of the layout of the commercial areas that are the Subject of the Lease, the Contracting Authority reserves

21 Page 21 the right to reduce the Subject of the Lease or to provide the Contractor with similar commercial premises at another location within the Airport. In the event that the scope of the Subject of the Lease is reduced, the Minimum Turnover Rent shall be reduced from the first month after the reducing of the scope of the Subject of the Lease by the amount calculated as the product of the floor area in sqm of the part of the business unit by which the Subject of the Lease was reduced and the monthly amount of the Average MAG. In the event of any change in the Subject of the Lease consisting in the provision of similar commercial areas, the Minimum Turnover Rent shall change from the first month after the provision of similar commercial areas to correspond to the product of the floor area in sqm of the new defined business units (all business units that will be the Subject to the Lease) and the monthly amount of the Average MAG. XIV.2.2. Notice of termination of a part of the business units at Terminal 2 With effect from 1 February 2023 and subsequently in accordance with Article 5.4 of the Contract, the Contracting Authority reserves the right to terminate the Contract in respect of a part of the Subject of the Lease, only to the extent of the business units No and No. 2047a and with effect from 1 February 2025 to a part of the Subject of the Lease, and only to the extent of the business units No. 2059, No. 2059a, No. 2071, No. 2072, No. 2072b, No. 2082, No and No or any parts thereof located at Terminal 2 and marked in the plan which forms Annex No. 16 to the Contract, including repeatedly up to the total extent for the term of the lease in the amount of 63 % of the entire area of the business units located at Terminal 2, due to the preparation of the reconstruction of Terminal 2. In such a case, the Minimum Turnover Rent shall be reduced for a part of the business units at Terminal 2 from the first month after the expiry of the notice period by the amount calculated as the product of the floor area in sqm of the part of the business unit by which the Subject of the Lease was reduced and the monthly amount of the Average MAG. XIV.2.3. A construction connection of the Subject of the Lease with other premises In accordance with Section 100 (1) of the Public Procurement Act, the Contracting Authority also reserves the right to allow the selected Contractor to make a construction connection of the subject of the Concession to other premises at the Airport, immediately adjacent to the subject of the Concession. However, this may only be conducted if a contract for the lease of premises immediately adjacent to the subject of the Concession is concluded with the Contractor during the term of the Concession based on another procurement or concession procedure. XIV.2.4. Providing compensation to the Contractor for the investments made for the Initial Construction Modifications and for the Modernisation of the Subject of the Lease If the Contracting Authority terminates the Contract before the expiry of the term of the lease for the reasons specified in Article 12.2 (d) and/or Article 13.4 of Annex 4 to the Contract Terms and Conditions, the Contractor shall be entitled to compensation of the proportionate part of the cost of the Initial Construction Modifications and for the Modernisation of the Subject of the Lease (as defined in Article