TENDER REFERENCE: COR 192/2018 REQUEST FOR BIDS FOR THE LEASING OF RETAIL CONCESSIONS AT VARIOUS ACSA AIRPORTS

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1 1. TENDER REFERENCE: COR 192/2018 REQUEST FOR BIDS FOR THE LEASING OF RETAIL CONCESSIONS AT VARIOUS ACSA AIRPORTS Note: BIDDERS ARE CAUTIONED TO READ ALL OF THE DOCUMENTS CONTAINED IN THIS REQUEST FOR BIDS FULLY AND CAREFULLY. PROPOSALS SUBMITTED IN ANY FORM OR ON TERMS OTHER THAN THOSE PRESCRIBED IN THE BID DOCUMENTS MAY NOT BE CONSIDERED OR MAY BE DISQUALIFIED.

2 Contents 1. INTRODUCTION EVALUATION PROCESS DEADLINE AND SUBMISSION PROCEDURE ANTICIPATED BID SCHEDULE TERMS AND CONDITIONS BID PRESENTATION WRITTEN COMMUNICATIONS Definitions Scope of a Bid Separate Bids Discrepancies and Questions Changes to the RFB Bids: procedure and content Consortiums / Joint Ventures Withdrawal of a Bid Bid Evaluation Disqualification Award of Bid Further obligations on award Withdrawal of an award Lease Agreement Security Copyright Dispute resolution Warranties Indemnity Limitation of liability Confidentiality Disclaimers Conflict of interest Good faith Further enquiries and assistance General PROCEDURE EVALUATION CRITERIA COR 192/2018 Retail Concession Tender 2

3 2 Financial Statement Other Information Required Documentation and Information...56 COR 192/2018 Retail Concession Tender 3

4 SECTION I: GENERAL INFORMATION 1. INTRODUCTION Airports Company South Africa Limited's ("ACSA") mission is to successfully develop and manage world class airports. A key component of this mission is the development of world class retailing facilities. Airport retailing is experiencing global growth due to an increase in the number of airline passengers. The result is a high quality captive Transumer TM market comprised of high income earning individuals. In order to capitalise on these trends, ACSA is looking to attract high calibre retailers at its airports. ACSA is seeking proposals from prospective retailers to lease retail space as described in more detail in Sections IV (airport environment) and V (the retail opportunities) of this REQUEST FOR BIDS ("the RFB"). A successful Bidder will be required to enter into a lease with ACSA on the terms set out in the pro forma Lease Agreement in Annexure VII(2) (pro forma lease agreement) and the special terms identified in respect of the relevant Retail Opportunity in Section V (the retail opportunities). Some of the key commercial aspects of the Lease Agreement are highlighted in Annexure VII (1) (important commercial terms). COR 192/2018 Retail Concession Tender 4

5 2. EVALUATION PROCESS The evaluation process will follow the phases below Stage 1 Stage 2 Stage 3 Stage 4 Stage 5 Check if Bidder meets the prequalifying and minimum criteria Check if Bidder submitted all mandatory Administrative Documents. Evaluate on Functionality Evaluate on Price and B-BBEE Evaluate ontransformation 3. DEADLINE AND SUBMISSION PROCEDURE The date, time and address to which Bids must be hand delivered to ACSA is stated in Annexure I (1) (Bid details). Bids, of which there should one (1) original and one copy, must be submitted in a sealed envelope or other appropriate sealed packaging and marked in a manner so as to clearly identify the number of the Bid and the name of the of the Bidder. Bidders MUST calssified all returnables documents in accordance with Section V (Submission Requirements). Late submissions WILL NOT be accepted, and Bidders must ensure that they complete and sign tender submission/deposit register. 4. ANTICIPATED BID SCHEDULE An anticipated Bid schedule is provided in Annexure I (1) (Bid details). However, each Bidder's attention is drawn to the fact that these dates are subject to change in ACSA's sole discretion and are presented only as an informative guide. COR 192/2018 Retail Concession Tender 5

6 5. TERMS AND CONDITIONS All Bids shall be subject to the Terms of Bid contained in Section II (general terms) of this RFB. By submitting a Bid, the Bidder acknowledges to ACSA that it has read and understood these terms and agrees to be bound thereby. 6. BID PRESENTATION Interested parties are expected to attend a non-compulsory presentation by ACSA at the time, date and place stated in Annexure I (1) (Bid details). The presentation will provide an outline of the Bid and more specifically, clarify the objectives and requirements of the RFB. An opportunity will be provided to Bidders to pose questions or request clarification relating to the Bid and Bid process. 7. WRITTEN COMMUNICATIONS All written communications from Bidders to ACSA (other than the Bid itself) must be sent by electronic mail ( ) to the person and contact details as stated in Annexure I (1) (Bid details). All communications should be made in accordance with the provisions of clause 25.1 of Section II (general terms). ACSA reserves the right not to consider or respond to written communications sent to it otherwise than in this manner. ACSA would like to thank you for your interest and participation in this Bid process. To find out more about ACSA, please visit our website, COR 192/2018 Retail Concession Tender 6

7 1. BID BRIEFING SESSIONS DETAILS ANNEXURE I (1): BID DETAILS TIME 11h00 am 11h00 am 11h00 am 11h00 am DATE 16 April April April April 2018 PLACE O R Tambo Double Tree by Durban ICC Port Elizabeth International Hilton Cape 45 Bram Fisher Airport, Hanger 2 Airport, ACSA Town Road First Floor, Media Centre, Upper Eastside Durban Departures International 31 Brickfield Landside Arrivals, Road Kempton Park Woodstock Cape Town 2. BID SUBMISSION DETAILS OR Tambo International Airport Cape Town International Airport King Shaka International Airport Regional Airports TIME 14h00 pm 14h00 pm 14h00 pm 14h00 pm TENDER BOX Tender Box A & B N/A N/A N/A DATE 05 June June June June th Floor Administration Block, ORTIA Southern Block, Office Ground Floor, Cape Town International Airport Reception, Ground Floor, MSO (Multi-Storey Office) Building Port Airport,1stFloor, Aeropark Elizabeth Complex Block A Office East London Airport ACSA Administration Offices, 66 Settlers Way, First Floor IF A BIDDING ENTITY IS BIDDING FOR MORE THAN ONE AIRPORT SUBMISSIONS CAN BE SUBMITTED AT ANY OF THE SUBMISSION LOCATIONS. THE BID SUBMISSION MUST BE CLEARLY MARKED AND LABELLED INDICATING THE AIRPORT THE BIDDER IS SUBMITTING FOR. EACH BIDDER MUST SUBMIT FOUR COPIES OF THEIR BID PROPOSAL. COR 192/2018 Retail Concession Tender 7

8 3. ANTICIPATED BID SCHEDULE ACTIVITY DATE Bid Publishing Date 29 March 2018 Briefing Sessions April 2018 Opening of Tender Box for Bid Submission 04 June 2018 at 08h30 to 16h00 Closing Date for Submissions 05 June 2018 at 14h00 4. WRITTEN COMMUNICATION ADDRESS DETAILS NAME OF CONTACT PERSON Airports Company South Africa Supply Chain Management DIVISION / DEPARTMENT Supply Chain Management ADDRESS LAST DATE OF SENDING QUESTIONS Acsa-Com-tenders@airports.co.za 11 May 2018 COR 192/2018 Retail Concession Tender 8

9 SECTION II: GENERAL TERMS 1. Definitions 1.1 In this RFB, unless inconsistent with the context, words referring to: 1.2 one gender includes a reference to the other genders; 1.3 the singular includes the plural and vice versa; and Natural persons include artificial persons and vice versa. 1.4 Whenever a number of days is given in this RFB, such number shall be calculated including the first and excluding the last day, unless the last day falls on a Saturday, Sunday or official South African public holiday, in which case the last day shall be the next day which is not a Saturday, Sunday or official South African public holiday. 1.5 Clause references in this RFB, unless stated otherwise, shall refer to clauses within the Section in which the reference occurs. 1.6 The following expressions shall, unless otherwise stated or inconsistent with the context in which they appear, bear the following meanings and cognate expressions shall bear corresponding meanings: 1.7 "B-BBEE" means Broad Based Black Economic Empowerment; 1.8 "B-BBEE Points" means the points earned by a Bidder as per the Generic Scorecard in terms of the B-BBEE Act 53 of 2003 and the Codes of Good Practice For B-BBEE; 1.9 Black People are defined as Africans, Indians and Coloureds in terms of the B-BBEE Act 53 of 2003 and the Codes of Good Practice For B-BBEE; 1.10 "RFB" means the REQUEST FOR BIDS communicated by ACSA in terms of this document and all annexures and schedules hereto; 1.11 "Law" means all legislation, statutes, regulations, directives, orders, notices, promulgations and other decrees of any authority which have force of law or which it would be an offence not to obey, the rules of any recognised stock exchange and the common law, as amended, replaced, re-enacted, restated or re-interpreted from time to time; 1.12 "Lease Agreement" means the lease to be concluded between ACSA and the Successful Bidder as further detailed in Section VII and clause 13 (lease agreement) of this Section II; 1.13 "Person" means any natural, juristic or quasi-juristic person, including without limitation any sole proprietorship, firm, partnership, trust, close corporation, company, undertaking, joint venture or other incorporated or unincorporated entity; COR 192/2018 Retail Concession Tender 9

10 1.14 "the Retail Opportunities" means the retail opportunities in respect of which Bids are invited in this RFB as more fully detailed in Section V (the retail opportunities); 1.15 "Successful Bidder" means the Bidder to whom a Bid is awarded or other Person with whom ACSA contracts in connection with a Retail Opportunity identified in this RFB in any of the circumstances contemplated in clause 10 (award of Bid); 1.16 "a Bid" when used as a capitalised noun, means any proposal made by a Bidder in connection with any of the Retail Opportunities identified in this RFB, whether successful or not; 1.17 "a Bidder" means any Legal Person/Entity who makes a Bid; 1.18 "the Bid Board" means the body appointed by ACSA which has the necessary mandate to adjudicate a Bid; 1.19 "Terms of Bid" means these terms on which Bid proposals are invited and received from Bidders under this RFB, such terms being contained in this Section II of the RFB QSE means Qualifying Small Enterprise which is any enterprise with an annual total revenue between R10 million and R50 million; 1.21 EME means Exempted Micro Enterprise which is any enterprise with an annual total revenue of not more than R10 million Consortium or Joint Venture means an association of persons for the purpose of combining their expertise, property, capital, efforts, skill and knowledge in an activity for the execution of a contract; 2. Scope of a Bid The Bids invited in this RFB relate only to the Retail Opportunities identified in Section V (the retail opportunities) of the RFB. No submissions relating to other opportunities or opportunities which extend beyond the scope of the Retail Opportunities contemplated in Section V (the retail opportunities) will be considered. 3. Separate Bids If this RFB involves more than one Retail Opportunity in respect of which Bids are invited, unless stated otherwise in Section V (the retail opportunities), each such Retail Opportunity is placed for Bid individually and Bidders who wish to Bid for more than one Retail Opportunity must Bid separately for each Retail Opportunity. COR 192/2018 Retail Concession Tender 10

11 Bids submitted in connection with a specific Retail Opportunity shall, accordingly, form a separate group to which the terms of this RFB apply. No action taken by ACSA in connection with any other Retail Opportunity or submission by a Bidder, whether part of this RFB or otherwise, shall give rise to any rights, obligations or expectations in connection with the former Retail Opportunity or other submission. 4. Discrepancies and Questions Should a Bidder (or prospective Bidder) find a discrepancy in or omission from the specifications relevant to any Retail Opportunity in this Bid, or should there be any doubt as to their meaning, the Bidder should submit a written request for clarification or interpretation to ACSA. Bidders (or prospective Bidders) may further submit questions relating to the Retail Opportunity in writing to ACSA. All such enquiries should be delivered to ACSA in the manner provided for in clause 25.1 (communications). All questions or correspondence relating to discrepancies must be received by ACSA by no later than 5 working days before the deadline for submitting Bids and the Bidder must obtain a written delivery confirmation of its communication from ACSA. All enquiries should identify the Retail Opportunity and the prospective Bidder and provide full contact details for such Bidder, preferably including contact details. ACSA reserves the right not to respond to enquiries received after the time and date due for such enquiries or lacking the proper identification and contact details. Answers (if any) to all enquiries referred to in clause 4.1 above and copies of such enquiries will be made available to all other Bidders (or prospective Bidders) on written request without disclosing the identity of the Bidder which submitted the enquiry. ACSA further reserves the right not to answer any particular enquiry or to answer an enquiry in any way it deems appropriate. Some of the information contained in this RFB is provided by third parties to ACSA and is included herein by ACSA in good faith. ACSA recommends that Bidders should independently investigate and confirm the correctness of such information before placing reliance on it. Neither ACSA nor its staff or advisors assume any responsibility or liability for the accuracy of such information. COR 192/2018 Retail Concession Tender 11

12 5. Changes to the RFB ACSA shall have the right, but shall not be obliged, to make changes at any time to the RFB. Should ACSA make any changes to the RFB, all bidders will be notified accordingly. Each Bidder is advised that the relevant legal, regulatory, fiscal, economic and operational circumstances relevant to the Retail Opportunities may change from time to time. Neither ACSA nor its staff or advisors will assume responsibility or liability for such changes, nor shall they be under any obligation to advise the Bidders thereof. Amendments to the RFB are valid only if given in writing by ACSA. No reliance should be placed on other information or comment from any other Person. 6. Bids: procedure and content All Bids must be delivered to ACSA strictly as provided for in Part 4 of Annexure I (1) (Bid details). Bidders must ensure that they sign the tender register at ACSA tender when submitting there bids to ACSA. ACSA shall not be responsible for any failure to consider a Bid which was not delivered and acknowledged strictly in accordance with this clause 6.1 and ACSA's failure to consider such a Bid shall in no way vitiate the Bid process or the award of any contract pursuant thereto, nor shall such failure give rise to any right in favour of or claim by the relevant Bidder. Bidders must provide all of the information requested in the RFB (with particular reference to Section VI (submission requirements) and in the required format. All forms and information contained in the Bid shall become the property of ACSA. Bidders must ensure that all information submitted by them in their Bids is complete, accurate and fairly represents the information communicated. Bidders must further ensure that, irrespective of the weighting (if any) ascribed to any criterion; the Bid contains all information relevant to an evaluation of that criterion. Any information which is incomplete, inaccurate, ambiguous, unfairly represented or conditional may result in the Bid being disqualified or adversely evaluated. Bidders must immediately notify ACSA in writing should they become aware that any information stated in their Bids is or may be inaccurate for whatever reason, including due to a subsequent change in circumstances. Bids received later than the date and time specified in Annexure I(1) (Bid details) will be rejected and Bids that are incomplete or are not submitted in accordance with the COR 192/2018 Retail Concession Tender 12

13 requirements of this RFB, including all format requirements, may be rejected by ACSA without further consideration. No Bidder may modify or amend its Bid after the final date and time for the submission thereof in any way without the prior written consent of ACSA. After submitting a Bid, no Bidder may make any changes in the composition of its consortium and / or shareholding before the final date and time for the submission of the Bids without the prior written approval of ACSA. Full details of any such intended change must be notified in advance, in writing, to ACSA for consideration. ACSA reserves the right to reject or accept such change, whether conditionally or unconditionally. ACSA reserves the right to disqualify any Bidder which makes or attempts to make any change to the composition of its consortium other than in accordance with the aforesaid provisions. All Bidders must include in their submission documents a tax clearance certificate in respect of the Bidder. In the event that the Bidder is not an incorporated entity, each prospective member or shareholder must each provide a tax clearance certificate in their personal capacities. 7. Consortiums / Joint Ventures Should two or more parties elect to submit a bid as consortium/partnership/joint venture the following shall apply: 7.1 The consortium/joint venture members shall transparently communicate their intention to submit a joint bid to ACSA; 7.2 The consortium/joint venture members shall explain why the joint bid is necessary to fulfil the requirements of this tender; 7.3 ACSA reserves the right to disqualify any bid response where it considers, in its sole discretion, there are grounds to suggest the contravention of Competition Act in relation to any aspect of a bid response. In the event that the bidders have been found by the Competition Tribunal to have contravened the Competition Act in relation to the bid response, each bidder acknowledges and agrees that ACSA may in its sole discretion impose preliquidated damages amounting to 5% of the value of the bid response in question; COR 192/2018 Retail Concession Tender 13

14 7.4 All the members of the joint venture may in writing nominate one member of the joint venture to complete and sign the RFP on behalf of the joint venture. This written authority must be signed by duly authorised members of the joint venture and be submitted with the bid. 7.5 The parties shall submit a signed binding consortium/partnership/joint venture agreement between the parties outlining the general terms of the agreement and shareholding, and must include the following: 7.6 The structure of the agreement shall be detailed and submitted with the bid. 7.7 The Consortium/Joint Venture can be incorporated or unincorporated and shall have one official point of contact. 7.8 A trust, consortium or joint venture, will qualify for points for their B-BBEE status level as a legal entity, provided that the entity submits their B-BBEE status level certificate or valid affidavit (EME / QSE) 7.9 A trust, consortium or joint venture will qualify for points for their B-BBEE status level as an unincorporated entity, provided that the entity submits their consolidated B-BBEE scorecard as if they were a group structure Parties to the Consortium shall be legal entities and the parties should ensure that when collaborating for a set aside opportunity, all parties to the joint venture meet the qualification criteria. In the event of any litigation against the Consortium, the members to the Consortium shall be jointly and severally liable. 8. Withdrawal of a Bid Bidders may not withdraw their Bids. Bids submitted constitute an irrevocable, binding offer by the Bidder to contract with ACSA on the terms of the Bid which terms may not subsequently be changed by the Bidder. 9. Bid Evaluation Bids will be evaluated by ACSA in accordance with the procedure and criteria set out in Schedule III (evaluation procedure and criteria). ACSA may, at any time and without prior notice: COR 192/2018 Retail Concession Tender 14

15 vary, in its sole discretion, the evaluation procedure (including the identity of the body or persons principally tasked to perform or assist in the evaluation), provided that in doing so, the amended procedure is fair to all Bidders; vary, in good faith and for commercial reasons, the evaluation criteria or the weighting ascribed thereto, provided that should ACSA add or substantially increase the scope of any criterion, it shall give the Bidders a reasonable opportunity to submit, in writing, relevant information in connection with the criterion; and/or Weight the Bidder accordingly if, in the sole opinion of ACSA, the information presented by the Bidder is unrealistic. Bidders may, if necessary, be asked to provide clarity relating to their Bid submission. The Bidder may be requested for clarity or to furnish ACSA with further information. Notwithstanding the foregoing: The request for clarity is at the sole discretion of ACSA and Bidders may make no claim to being granted such a request; and ACSA shall be entitled to evaluate any Bid strictly on the basis of the information provided or known to it and ACSA shall not be obliged to seek further information from any Bidder or any other Person. While the Bid Adjudication Committee shall be entitled to rely on evaluations, findings or recommendations made by any Person or body mandated by it for this purpose, it shall not be obliged to follow such evaluations, findings or recommendations. 10. Disqualification In addition to the grounds of disqualification provided for elsewhere in this RFB, ACSA shall have the right to disqualify any Bidder if, in ACSA's sole and bona fide opinion: the Bid is not in the form prescribed in Section VI (submission requirements) or is inaccurate, incomplete, conditional, ambiguous, obscure or contains any irregularities of any kind; the Bidder, or any employee, consultant or director of or Person associated with such Bidder has or may reasonably be thought to have, at any time, committed any act involving an element of dishonesty, whether in connection with the Bid or otherwise; COR 192/2018 Retail Concession Tender 15

16 The Bidder engages in anti-competitive behaviour (in relation to a Retail Opportunity) including, without limitation, collusion between Bidders or solicitation of ACSA's employees, directors or advisers. Bidders may only have contact with an official of ACSA or its advisers as provided for in this RFB; the Bidder materially breaches any of the Terms of Bid or, in respect of any non-material breach, fails to remedy such breach within 5 days of being instructed, in writing, by ACSA to do so; and/or Any other fact or circumstance exists which justifies such disqualification at the discretion of ACSA. ACSA may take into account information furnished by the Bidder and/or information obtained from other sources considered by ACSA, in its discretion, to be appropriate. 11. Award of Bid Subject to clause above, the Bid Adjudication Committee is the sole body empowered to award any Bid and no other Person or body shall have the power or right to award a Bid or to make any concession or to conclude any agreement with any Person in respect thereof unless stated in ACSA s internal policies and procedures. Bids are submitted to ACSA for the sole purpose of placing ACSA in a position to evaluate whether or not to award a Retail Opportunity and, should it decide to do so, to evaluate on what terms such an award should be granted. ACSA shall not be obliged to award any contract to any Person pursuant to a Bid, notwithstanding that the Bid conforms to ACSA's criteria and has been satisfactorily evaluated. ACSA, at its sole option, reserves the right, at any time, to award a Retail Opportunity on the basis of Bids submitted or to negotiate a contract with a particular Bidder in connection with a Retail Opportunity or to call for fresh Bids (or use another appropriate procedure) or to decline to award a Retail Opportunity at all. Bids may be awarded subject to additional terms and conditions stipulated by ACSA in writing. Such additional terms and conditions shall be binding on a Successful Bidder unless the Successful Bidder notifies ACSA in writing that it does not accept the additional terms and conditions (or any one of them) within 5 days of having been advised of these terms and COR 192/2018 Retail Concession Tender 16

17 conditions. In the event that the Successful Bidder so notifies ACSA, ACSA shall be entitled to: award the Bid to the Bidder without any additional terms and conditions or with such additional terms and/or conditions as were acceptable to the Bidder; or Withdraw the award of the Bid ACSA reserves the right to negotiate with any supplier 12. Further obligations on award In addition to any terms which may be stipulated by ACSA in terms of clause 10.4, following the award of any Bid, the Successful Bidder shall: finalise, to ACSA's satisfaction, any details outstanding in connection with the Retail Opportunity and/or the Lease Agreement within the time allowed therefore in clause 13 (lease agreement); sign the Lease Agreement with ACSA on terms agreeable to ACSA within the time allowed therefore in clause 13 (lease agreement); furnish ACSA with the security required in terms of clause 14 (security) within the time allowed therefore; and Promptly obtain, at its cost, any approval or licence required by Law to enable the Successful Bidder to enter into the Lease Agreement and/or to fully perform its obligations and exercise its rights in terms of the Lease Agreement. ACSA may, in its sole discretion and from time to time, extend the date or dates by when the Successful Bidder is required to comply with the above terms. 13. Withdrawal of an award ACSA shall have the right to withdraw, with immediate effect or with effect from any reasonable future date nominated by it, in writing, the award of a Bid and to cancel any contract consequent thereon if: ACSA becomes aware of any fact or circumstance (including facts or circumstances which arise after the award of the Bid) which, in ACSA's sole and bona fide opinion, would have rendered the Bid subject to disqualification under clause 10 (disqualification) had such fact COR 192/2018 Retail Concession Tender 17

18 or circumstance arisen prior to the award and been known to ACSA at the time of the award; the award of any Bid or conclusion of a Lease Agreement is subsequently set aside by any order of court, arbitration award or other binding agreement, award or finding, whether such order, agreement, award or finding arises from contested proceedings or an agreed settlement of any dispute; the Successful Bidder fails to timeously furnish ACSA with security as contemplated in clause 15 (security); or Any one of the terms stated in clause 12 (further obligations on award) are not fulfilled within the period permitted Should ACSA make any changes to the RFB, all bidders will be notified accordingly. Each Bidder is advised that the relevant legal, regulatory, fiscal, economic and operational circumstances relevant to the Retail Opportunities may change from time to time. Neither ACSA nor its staff or advisors will assume responsibility or liability for such changes, nor shall they be under any obligation to advise the Bidders thereof. Amendments to the RFB are valid only if given in writing by ACSA. No reliance should be placed on other information or comment from any other Person. Should ACSA elect to withdraw the award, the Successful Bidder's Bid shall be disqualified from further consideration by ACSA and ACSA shall proceed further, as may be appropriate, in terms of clause 11 (award of Bid) with regard to the remaining Bids for the Retail Opportunity. This may include approaching and awarding the Bid to the second or third highest bidder in ranking subject to the fair evaluations already concluded. No Bidder shall have any right of recourse against ACSA as a result of the withdrawal of a Bid award and/or cancellation of a Lease Agreement by ACSA pursuant to this clause Lease Agreement The award of the Bid (which, for the avoidance of doubt, includes the conclusion of a contract in relation to the Retail Opportunity in any manner contemplated in clause 11.3) entails the entering into of the Lease Agreement between ACSA and the Successful Bidder. With immediate effect on the award of a Bid, a contract shall come into existence between ACSA and the Successful Bidder on the terms set out in the pro forma Lease Agreement attached as Annexure VII (2) (as read with the special conditions, set out in Section V (the Retail COR 192/2018 Retail Concession Tender 18

19 Opportunities)), changed as necessary to reflect the parties to the contract and the commercial terms on which the Bid was awarded by ACSA. The Successful Bidder shall be obliged to formally sign the Lease Agreement (changed as identified above) within 21 calendar days of the award of the Bid. 15. Security The Successful Bidder (and, in certain instances where ACSA in its sole discretion requires, each of its shareholders or members) will be required to furnish ACSA with security in a form and for an amount acceptable to ACSA for the due fulfilment of its obligations in terms of the Lease Agreement. The nature and amount of the security must be submitted simultaneously with the completed Lease Agreement within the time frames stipulated in 14.3 above. Failure to provide this security may result in the cancellation of the lese and the withdrawl of an award of Bid as envisaged in clause 13 (withdrawl of award) above. 16. Copyright Copyright in the material contained in the RFB vests in ACSA. Consequently, it cannot be copied in whole or in part or in any form or in any format without the prior written consent of ACSA. 17. Dispute resolution Should any disputes or differences whatsoever arise, at any time, between the parties concerning this RFB or its construction or effect as to the rights, duties and/or liabilities of the parties or any of them under or by virtue of this RFB or otherwise or as to any other matter in any way arising out of the subject matter of this RFB, then any party may declare a dispute by delivering the details of the dispute to the other parties and require that the dispute be referred to arbitration. Such arbitration shall be by a single arbitrator who shall be: selected by agreement between the parties, or failing such agreement within 10 days of delivery of the notice referred to in clause 17.1; COR 192/2018 Retail Concession Tender 19

20 Nominated on the application of any party by the Arbitration Foundation of Southern Africa, provided that the person so nominated shall be a professional of not less than 10 years standing. The arbitrator shall have powers to open up, review and revise any certificate, opinion, decision, requisition or notice relating to all matters in dispute submitted to him and to determine all such matters in the same manner as if no such certificate, opinion, decision, requisition or notice had been issued. The arbitrator shall have the same powers as those of a judge in the High Court of South Africa including, without limitation, the power to grant interlocutory relief and interdicts. The arbitration shall be conducted in the English language. The arbitration shall take place in Johannesburg or in such other place as the parties may agree to in writing and shall be governed by the laws of the Republic of South Africa. Upon every or any such referral to arbitration, the costs of and incidental to the referral and award shall be in the discretion of the arbitrator who may determine the amount of the costs or direct them to be taxed as between attorney and client or as between party and party and shall direct by whom and to whom and in what manner they shall be borne and paid. The award of the arbitrator shall be final and binding on the parties and any party shall be entitled to apply to the Courts to have such award made an order of court. As it is in the interests of all parties that any potential disputes be raised and resolved as soon as possible, no Bidder may refer a dispute to arbitration more than 30 days after such Bidder became aware of the relevant facts or circumstances which are alleged to give rise to such dispute and all rights which any Bidder may have had in connection with such facts or circumstances are waived, save where otherwise permitted by ACSA in writing. Notwithstanding this, ACSA may refer any dispute to arbitration at any time after it became aware of such facts and circumstances giving rise to such dispute. Save as set out in this clause 16, the arbitration shall be conducted in accordance with the Arbitration Act 42 of 1965, as amended, and the Rules of the Arbitration Foundation of Southern Africa for Commercial Arbitrations. Notwithstanding this, the arbitrator may apply any expedited procedure or give directions to the parties as he deems appropriate to effect an expeditious conclusion of the arbitration proceedings. COR 192/2018 Retail Concession Tender 20

21 18. Warranties Unless expressly stated otherwise, the following warranties are given as at the date on which a Bid is submitted to ACSA, as at the date on which any Bid is awarded and for the period between those dates. The Bidder warrants to ACSA except as fully and fairly disclosed to ACSA in writing in the Bid, that: the information furnished by the Bidder is complete, accurate, unconditional and fairly presented; it will be able to allocate the appropriate operational; financial and strategic resources to the Retail Opportunity in order to be able to operate the store should it be awarded the Bid within 60 days from the date it is awarded the Bid; it envisages no impediment in obtaining the necessary security required by ACSA in terms of clause 15 (security); and it has the necessary skills, experience and financial commitments to successfully meet the financial projections set out in its Bid. 19. Indemnity The Bidder indemnifies ACSA and its employees, agents and directors and holds such persons harmless from and against any and all actions, causes of action, claims, suits, damages, counterclaims, penalties, losses, expenses (including reasonable attorney's fees and court costs) and liabilities of any kind which ACSA or its employees, agents and directors may suffer howsoever arising as a direct or indirect result of: any act or omission of the Bidder and/or its employees, agents, officers and/or directors, whether undertaken pursuant to the RFB or otherwise; the Bidder's defective performance or non-performance of its obligations hereunder or under any contract awarded pursuant to the RFB; and/or any breach by the Bidder of any warranty, representation or covenant given in connection with the RFB. COR 192/2018 Retail Concession Tender 21

22 20. Limitation of liability ACSA shall only be liable to the Bidder in respect of damage caused by its wrongful and intentional acts or omissions or wilful breach by it of the Terms of Bid. The Bidder accordingly waives any right which it may have in respect of any loss, damages, claims, actions, liabilities, costs or expenses of any nature whatsoever and howsoever incurred ("damages") which are otherwise suffered or sustained by it in connection with this RFB, including, without limitation, any damages which arise as a result of the grant, withdrawal, decline or disqualification of any Bid. ACSA's liability in respect of a wilful breach of the Terms of Bid shall be limited to direct damages only, shall not exceed 3 times the minimum monthly rental paid or payable by the Successful Bidder pursuant to the Lease Agreement and shall exclude liability for any loss of business, damage to goodwill or property or any claim for special, economic or consequential damages (including but not limited to loss of anticipated savings or loss of any opportunity) or punitive damages, which claims are expressly waived by the Bidder. 21. Confidentiality This RFB contains confidential information regarding ACSA. By accepting this RFB, the recipient agrees that it will cause its members, directors, officers, employees, agents and representatives (and, where applicable, those of its participating members) to use the RFB only to evaluate the Retail Opportunity and for no other purpose, will not divulge or distribute any such information or pass any copies of the RFB to anyone else without the prior written approval of ACSA and will return the RFB together with all copies thereof to ACSA promptly upon being requested to do so. Each Bidder agrees to maintain the confidentiality of all information supplied to it in connection with the Bid process (whether in text, chart, picture or other form) unless disclosure is required by Law. Bidders shall not disclose in whole or in part any details pertaining to their submissions and the Bid process to anyone not specifically involved in their submissions unless written consent is obtained from ACSA prior to such disclosure. ACSA will maintain the confidentiality of information designated as confidential by a Bidder when it submits its Bid except where that information is not proprietary or where disclosure is required by Law or is otherwise required by ACSA for the purpose of evaluating and selecting Bids. ACSA reserves the right to publicly disseminate any information of a nonconfidential nature contained in any Bid. COR 192/2018 Retail Concession Tender 22

23 22. Disclaimers The information contained in the RFB or otherwise provided to Bidders, whether orally or in writing, (collectively "the RFB Documents") was obtained from several sources and is offered in good faith for the guidance of the Bidders only. Any estimates and projections provided involve significant elements of subjective judgement and analysis which may or may not be correct. Bidders are cautioned that the information presented in the RFB Documents may be inaccurate inter alia due to human error or due to incorrect source information having been furnished to ACSA. Further, the information referred to herein is not an exhaustive account of the statutory requirements which may affect a Bid and shall not be regarded as a complete or authoritative statement of relevant Law. Each Bidder is obliged to become acquainted with all of the provisions of the Laws affecting the Bid, the entering into of the Lease Agreement and fulfilment of its terms. The RFB Documents do not purport to contain all of the information that may be required by Bidders to evaluate the Retail Opportunities and any recipient of the RFB Documents should conduct its own independent legal, financial or other analysis of the Retail Opportunities and of the information contained or referred to in the RFB Documents and should obtain such professional advice as it deems necessary. The RFB Documents supersede all information concerning the Retail Opportunities which may have been previously communicated to the Bidder, whether orally, in writing or otherwise. The RFB Documents are not intended to form the basis of a decision to enter into any transaction with respect to a Retail Opportunity or any other investment decision and do not constitute an offer, invitation or recommendation to enter into or make any such transaction or decision. Neither ACSA nor its employees, directors or advisers make any representation or warranty, express or implied or accept any responsibility or liability as to the accuracy or completeness of the information contained in the RFB Documents or any written or oral information made available in connection with ACSA, its business activities and/or the Retail Opportunities and nothing contained herein is or shall be relied upon as a promise or representation, whether as to the past or as to the future. COR 192/2018 Retail Concession Tender 23

24 23. Conflict of interest Each Bidder shall include in its Bid a declaration that neither the Bidder and the controlling shareholder of the Bidder nor any member of the Bidder s consortium or controlling shareholder of such member has any interest whatsoever (whether direct or indirect) in any other Bidder or in any member of any other Bidder s consortium. The undertaking should include that it has not coordinated in any way with another actual or potential bidder regarding the response to this tender document and has otherwise complied with the requirements of the Competition Act no 89 of 1998 (the Competition Act). In the event that a Bidder or controlling shareholder of the Bidder or any member of the Bidder s consortium or controlling shareholder of such member cannot provide the declaration referred to in clause 23, then the Bidder shall include in its Bid: a declaration of such interest; a detailed description and the extent of any such interest. The Bidder shall include in such description the name(s) of all the other Bidder(s) and the members concerned; and a statement as to how the Bidder proposes to deal with such conflict of interest. "controlling" shall mean a holding or aggregate holdings of shares or other securities or interests in Bidder or in a member of a Bidder's consortium entitling the holder thereof to exercise, or cause to be exercised, 10% or more of the voting rights at meetings of that Bidder or member of a Bidder's consortium, irrespective of whether such holding or holdings confers de facto control. ACSA shall in its sole discretion consider the materiality of such conflict of interest and review the Bid accordingly. Failure to disclose the conflict of interest will entitle ACSA to disqualify the Bid. 24. Good faith All Bids are required to be submitted in good faith and Bidders and each of the members of the Bidder's consortium and any of their respective members, directors, COR 192/2018 Retail Concession Tender 24

25 employees, officers, agents, representatives and advisers are required to act in good faith during the Bid process (and thereafter). 25. Further enquiries and assistance In submitting a Bid, the Bidder grants ACSA the right to make any enquiry or investigation it deems appropriate. Bidders shall, if requested, assist ACSA in any such enquiry or investigation and shall assist ACSA in other ways as may reasonably be required by ACSA to evaluate their Bid. 26. General 26.1 Communication All written communication from Bidders to ACSA (other than the Bid itself) sent by electronic mail ( ) to the person and contact details as stated in Annexure I(1) (Bid details). ACSA reserves the right not to consider or respond to written communication sent to it otherwise than in this manner. It is the responsibility of Bidders to ensure that their communication has been received by the responsible person at ACSA and Bidders should obtain, wherever possible, a delivery confirmation from ACSA in respect thereof. ACSA shall not be responsible for not having considered or otherwise responded to any written communication for which an acknowledgement of receipt was not obtained by the Bidder. ACSA may communicate in writing to Bidders at the address or other contact details provided by Bidders in their queries or in their Bids. All such communication from ACSA shall be deemed to have been duly given: Sent by , after 16:30 shall be deemed to have been received on the following working day; or if sent by post, 7 working days after posting sole terms Save for applicable Law, the terms set out in this Section II constitute the sole record of Bidders' rights and claims against ACSA with regard to the matters dealt with in this RFB and no representations, terms, conditions or warranties in respect of such matters not contained in this Section II shall be binding on ACSA. COR 192/2018 Retail Concession Tender 25

26 The Bidder furthermore waives the right to rely on any alleged expression or provision not contained in this RFB variations and cancellation No variation, addition, deletion or cancellation of any of the Terms of Bid shall be effective unless reduced to writing and signed by or on behalf of ACSA. 2.4 cession No Bidder may cede its rights or delegate its obligations which arise under this RFB without the prior written consent of ACSA. 2.5 indulgences No indulgence granted by ACSA to a Bidder shall constitute a waiver of any of ACSA's rights under these Terms of Bid in respect of such Bidder or its rights in respect of any other Bidder, nor shall the giving of such indulgence give rise to any right or claim by any other Bidder. Accordingly, ACSA shall not be precluded as a consequence of having granted such indulgence from exercising any rights against the Bidder or other Bidders which may have arisen in the past or which may arise in the future. 2.6 support The Bidder undertakes at all times to do, within a reasonable period of time, all such things, perform all such actions and take such steps and to procure the doing of all such things, the performance of all such actions and taking of all such steps as may be open to it and necessary for or incidental to the putting into effect and maintenance of the Terms of Bid or of any Bid award. 2.7 jurisdiction of the High Court of South Africa Notwithstanding the provisions of clause 17 (dispute resolution), the High Court of South Africa shall have jurisdiction to determine any proceedings instituted by way of notice of motion by any of the parties to this RFB against any of the other parties thereto in which interim relief or urgent final relief is claimed howsoever arising out of or in connection with this RFB. In respect of such applications, each of the parties specifically submits itself to and consents to the non-exclusive COR 192/2018 Retail Concession Tender 26

27 jurisdiction of the Division of the High Court of South Africa having jurisdiction over the relevant airport. 2.8 applicable law The Terms of Bid shall be interpreted and implemented in accordance with the Law of the Republic of South Africa. Bidders are required to familiarise themselves with all the requirements of Law that may be applicable to the Retail Opportunity. 2.9 language All Bids and other documents and correspondence in connection with this RFB are required to be in the English language. Where it is necessary for any document to be submitted in another language, it must be accompanied by a sworn translation in English costs Subject to the provisions of clause 17.4, all costs incurred by a Bidder howsoever arising out of or in connection with this RFB, irrespective of whether the Bid is successful or not, shall be borne by the Bidder without recourse to ACSA. The Bidder shall reimburse ACSA for any expenses (including reasonable attorneys fees and charges) incurred by ACSA in connection with any claim or dispute raised by such Bidder which is subsequently withdrawn or dismissed pursuant to an arbitration or other legal process conflicts Substantive terms and requirements contained in the other Sections of this RFB not in conflict with the provisions in this Section II shall be binding on Bidders. If any conflict arises between the substantive terms in this RFB, the provisions in the relevant Sections shall prevail in the following order: Section II (General Terms), Section VII (the Lease Agreement), Section V (the Retail Opportunities) and Section I (General Information), with the remaining Sections ranking equally thereafter. COR 192/2018 Retail Concession Tender 27

28 COR 192/2018 Retail Concession Tender 28.

29 SECTION III: EVALUATION PROCEDURE & CRITERIA 1 PROCEDURE Bids will be evaluated by ACSA after the bid closing date. The evaluation process may involve written questions by ACSA to any of the Bidders for written clarifications and/or meetings with or presentations by any such Bidder at the sole discretion of ACSA. A Bid Evaluating Committee (BEC) will be appointed to review all Bids for completeness and adherence to the requirements of this RFB and conduct an evaluation of each Bidder s ability to meet the threshold criteria and to exploit the Retail Opportunity for the mutual benefit of ACSA and the bidder. The Bid Evaluating Committee (BEC) will submit an evaluation report of the Bids received to ACSA's Bid Adjudication Committee and for high value transactions in terms of approved Delegated Levels of Authority the ACSA Board for adjudication and approval. ACSA may enter into negotiations with shortlisted Bidders (if any) after the adjudication process before awarding of any bid. The purpose of these negotiations will be clarification and negotiation of Bids and agreement of key commercial, financial, legal and/or technical aspects with the objective of signing the Lease Agreement immediately on awarding the bid to the Successful Bidder. The Successful/Unsuccessful Bidder will be notified in writing. The following phases will apply: Stage 1 Stage 2 Stage 3 Stage 4 Stage 5 Check if Bidder meets the prequalifying and minimum criteria Check if Bidder submitted all mandatory Administrative Documents. Evaluate on Functionality Evaluate on Price and B-BBEE Evaluate ontransformation COR 192/2018 Retail Concession Tender 29

30 2 EVALUATION CRITERIA Phase 1 - Pre-Qualifiying and Minimum Criteria Pre-Qualifiying Criteria The following opportunities are SET ASIDE for Emerging Micro Enterprises (EME) and Qualifying Small Enterprises (QSE) that are black owned entities. If the entity has been verified utilising the amended B-BBEE Codes of 2013, they are required to obtain a sworn affidavit (as provided by the Department of Trade and Industry) confirming their Annual Total Revenue and Level of Black Ownership. Bidders must first meet the Pre-Qualifying Criteria before proceeding to the next evaluation phase. Bidders who fail to meet the Pre-Qualifying criteria will be disqualified immediately at this stage. Opportunity Speciality shops: Printing services Male grooming services Female beauty, salon and grooming services Sweet shops African design fashion apparel Delicatessen Health Shop Ownership criteria Minimum 51% ownership by Black People of which 30% is held by Black Women. Opportunity Ownership criteria Management control Curio, Arts and Crafts *At least 51% ownership At least 30% Black Female All Food & Beverage opportunities by Black people of which 30% is held by black executive management as a percentage of all Sunglasses women. executive management Books within the bidding entity Electronics Luggage Jewellery COR 192/2018 Retail Concession Tender 30

31 The opportunities below, there are no minimum ownership criteria and management control levels. Opportunity Forex * National chain store - Fashion and sports apparel National Chain Stores that provide credit facilities to allow for credit purchases. Minimum Criteria the Bidder must, in relation to rentals, meet the specified minimum monthly rental including annual escalations as set out in Form VI(14) - titled Proposed Rentals; the Bidder must meet the specified percentage of turnover rental set out in Form VI(14) - titled Proposed Rentals). Phase 2 - Mandatory Administrative Criteria A valid SARS Tax Clearance Certificate / PIN / proof of application with SARS shall be submitted. No tender will be awarded to any person whose tax matters have not been declared to be in order by SARS. Bidders must sign to accept all declarations in this RFB document under Form VI (1). BBBEE Certificate / Valid Affidavit Phase 3 - Functionality Functionality has a minimum qualifying score of 70 points, no bid will be regarded as an acceptable bid if it fails to achieve the minimum qualifying score for functionality as indicated in the table below. COR 192/2018 Retail Concession Tender 31

32 32. Functionality Evaluation Criteria Minimum Maximum Form of info required 1.0 Proposed Concept Form V (9) 1.1 Retail Concept Describe how your proposed retail concept meets 2.5 Narrative ACSA s required concept Describe how product range meets requirements of bid 2.5 Narrative Describe product strategy, addressing width and depth of offer. 2.5 Narrative Describe pricing strategy, addressing price points as relates to quality or demand 2.5 Narrative 1.2 Customer Analysis Form V (6 ) Explain which consumer segment you are targeting Narrative (passenger and/or other) If no market is targeted = If a single market is targeted = 0.5 If two markets are targeted = 1 If multiple markets are targeted = Explain characteristics of your chosen consumer Narrative segment: No characteristics explained = 0 Specific charastericticss explained = 1 15 Projected behaviourial patterns explained = Information required to meet minimum qualifying points Description of proposed retail concept as stipulated in bid document Description of product range must respect bid stipulation Description of product strategy that matches the environment Description of pricing strategy, reasons thereof Exhibit understanding of different markets in airport Exhibit understanding of specific market segment Explain what this sector demands or requires and where you see opportunity: Demands of the segments are not explained = 0 Demands and opportunity of the segment are explained = 1 Projected demand and expansion of the opportunity is explained = Narrative Exhibit understanding of demand and translated into opportunity

33 1.3 Market Potential Form V (9) Explain business prospects identified in existing airport retail offer: No current business opportunities are explained in the existing offer = 0 Rough Analysis of the current business opportunities is provided = 1 Extensive analysis of the current business opportunties and provision of other solutions is made = Explain how to exploit the identified opportunity (products and service) No explanation of how opportunities will be exploited = 0 Basic explanation of how opportunities will be exploited = 1 Extensive explanation of how opportunities will be exploited including alternatives = Narrative Narrative Bidders should provide analysis of the retail business prospects identified.market potential is the extent of existing and unserved customer base for your product and service category and the magnitutetd thereof. Indication of opportunity identified Provide marketing/promotional plan to increase sales No marketing plan is provided = 0 Marketing plan with details around promotions and activities is provided = 1 Comprehensive marketing plan with activities including instore promotions, staff discounts and displays during events is provided = Customer Service Philosophy Form V (8) Describe specific goals, policies or standards with regard to the customer service plan No description of customer service philosophy is provided= 0 Description of customer service standards and goals is provided= 2.5 Description of goals, policies and standards = Narrative Narrative Present activities to increase sales such as in-store promotions, staff discount, displays during events Description of philosophy and goals (where standards exist and are submitted these are acceptable as sufficient evidence of service ethos) COR 192/2018 Retail Concession Tender 33

34 2.0 Shop Design Form V (10) Provide a design and layout that serves the concept: No design /layout that matches store allocation = 0 Basic design /layout match store allocation and appropriately serve the concept = 2.5 3D design /layout /drawings that match store allocation and appropriately serve the concept= Operations 3.1 Staffing Form V (11) Indicate and explain staffing structure, and how it matches the intended operation: No organogram is provided = 0 Organogram is provided = 2 Organogram with roles and responsibilities is provided = Indicate experience of key supervisory and management staff by sumitting a 1 to 2-page profile: Profile indicates less than 3 years experience of running a retail store is provided = 0 Profile indicates 3 years experience of running a retail store is provided = 2.5 Profile indicates more than 3 years experience of running a retail store is provided = Inventory Management Form V (13) Describe systems and controls to manage stock, margins and performance: No provision of systems that monitor point of sale = 0 systems and controls to manage stock is sprovided= 2.5 systems, controls to manage stock, margins and performance is provided = Layout/Drawings Organogram and narrative Resumes Narrative Plans must match store allocation and appropriately serve the concept. Organogram with job titles must be sufficient and appropriate Must meet minimum required experience in operations and management of a retail outlet at any retail shopping centre or comparable trading environment for three years over the last five years. Description or examples of systems that control or monitor these aspects COR 192/2018 Retail Concession Tender 34

35 5.0 Funding Plan Form V (5) The Bidder must demonstrate that the proposed tender application is unlikely to be dishonoured, this is to be demonstrated through submission of an investment plan and through a submission of a letter from the bank indicating the bidder has sufficient facilities to cover the initial investiment and working capital required Logistics Form V (12) Describe how the logistic plan is achieved, considering sourcing of product, deliveries, storage and preparation No logistics plan is provided = 0 Basic supply chain plan and operations details is provided= 1 Comprehensive supply chain plan and 2 4 understanding of the operation is provided= 2 Section Total Financial Plan Form V (16-19) Bank Letter/Investment Plan Narrative Letter from bank/financial institution or entity providing financial facilities to fund opportunity in line with definition of banking codes. Investment Plan, outling the sources of finance the entity is obtaining and the commitments thereof. Description of the supply chain, exhibiting an understanding of the operation 7.1 Sales and Sales Growth Strategy 7.2 Gross Profit (GP) % 7.3 Current levels of debt, Current ration and Debit Gearing Ratio Calculations and Narrative Calculations and Narrative Calculations and Narrative Provide calculations on how Sales is derived together penetration levels, no. of transactions, spend per transaction; impact of marketing and future growth indicators, which assumptions are prudent, reasonable and stressed tested over the life span taking into account seasonal changes of the aviation industry. Provide details of cost of sales make-up and whether GP% is within industry norms (eg.info from Franchisor; listed co; brand) which assumptions are prudent, reasonable and stressed tested over the life span taking it account seasonal changes of the Aviation industry. Provide details of current debt levels and the calculation for the current ratio and Debt gearing ratio which assumptions are prudent, reasonable and stressed tested over the life span taking it account seasonal changes of the Aviation COR 192/2018 Retail Concession Tender 35

36 7.4 Net Cashflow from Proposed Opportunity Section Total Final Total Calculations and Narrative industry Details of proposed capital expenditure, available working capital and financial return on investment to be in line with industry norms (eg.info from Franchisor; listed co; brand ) which assumptions are prudent, reasonable and stressed tested over the life span taking it account seasonal changes of the Aviation industry. COR 192/2018 Retail Concession Tender 36

37 37. Phase 4 - Price and B-BBEE a) Bidders that have met the minimum qualifying score for functionality will progress to phase four where their price will be evaluated. Bidders must be informed about starting minimum rental escalating annually and turnover percentage applied through-out lease period. b) Price The maximum points for this bid are allocated as follows: Points Price - for minimum guaranteed rental 30 Price - for % turnover rental 20 B-BBEE Status Level of Contribution 50 Total Points for Price and B-BBEE must not Exceed 100 c) A maximum of 50 points is allocated for price on the following basis: Where: Ps=Points scored for comparative price (financial offer) of bid under consideration Pt=Comparative price ((financial offer) of bid under consideration Pmax =Comparative price (financial offer) of highest acceptable bid Bidders will be ranked according to the highest number of total combined points (Price and B-BBEE) and will thereafter be subjected to Transformation imperatives. Points scored will be rounded off to the nearest 2 decimal places

38 d) B-BBE Bids will be scored on a 50/50 basis with 50 points being allocated to Price and the remaining 50 points awarded for B-BBBEE for the Generic Scorecard. Element Weighting 1. Ownership 25 points 2. Management control 15 points 3. Skills development 20 points 4. Enterprise and supplier development 40 points 5. Socio-economic development 5 points initiatives Total Weighting Points 105Points For example: The 105 points will be scored into 50 points i.e. 89/105*50 = points The above example explains how 89 points is scored out of 105 points multiplied by 50 points. BBBEE: Bids will be scored on a 50/50 basis with 50 points being allocated to Price and the remaining 50 points awarded for B-BBBEE for the EME, QSE as per Affidavit submission. B-BBEE Status Level One Contributor Level Two Contributor Level Four Contributor Points Allocated Points Points Points Phase 4 - Transformation Imperatives This evaluation phase will be based on a Two (2) Opportunity Rule as detailed below: a) An opportunity shall be defined as each contract or lease agreement entered into by the bidding entity. b) For the purposes of the transformation imperatives, ACSA shall consider the shareholding of the entity to determine whether or not the two-opportunity rule is being complied with. c) shareholder with equity or interest that is equal to or greater than 1% shareholding/interest in any bidding entity will be considered as owning that entity and thus will be taken as an entity. COR 192/2018 Retail Concession Tender 38

39 d) Where the Bidder is a subsidiary of a listed company, the ultimate shareholding of the holding company in the subsidiary will be taken into account. e) No Retailer/Bidder shall be awarded more than two retail opportunities per Airport. f) No Retailer/Bidder shall be restricted by the two (2) opportunity rule unless the additional contract results in revenue to the bidding entity exceeding 5% of ACSA s retail revenue achieved in the past twelve (12) months per airport. The value of the additional contract shall be based on the minimum guaranteed rental offered by the bidding entity for the first 12 months of its planned operation. ACSA s retail revenue achieved in the past twelve (12) months per airport is stated in this document. However, should there be no bidder meeting this criterion, the second highest scoring bidder will remain preferred for the opportunity. SECTION IV: AIRPORT ENVIRONMENT COR 192/2018 Retail Concession Tender 39

40 ACSA is pursuing a retail programme that is intended to create a world-class retail environment equal to that of leading international airports. The proposed merchandise mix reflects the combination of successful local retail brands with successful international brands. Bidders will find attached the following annexures providing further information about the airport retail environment: Annexure IV(1): Existing Retail Outlets Annexure IV(2): General Airport Environment Annexure IV(3): Retail turnover & performance analysis COR 192/2018 Retail Concession Tender 40

41 ANNEXURE IV (1): EXISTING RETAIL OUTLETS (As at the issuing of this Bid, the stores will be indicated on the respective floor layout drawings per airport). COR 192/2018 Retail Concession Tender 41

42 AIRPORT STORE ZONE O.R. TAMBO Lecoq Sportif INTERNATIONAL Presidential Shirts National Pride Pop Up The Diamond works Taste of Africa The body Shop Vacant Shop Brittans Ntinga Jewellery Moda Luggage Earth Child Mugg n Bean Big Five Capi Electronics Big Five Mega Sneakers Taste of Africa Travellex Forex Accessorize Letsema spa Mont Blanc Burberry Makgalas Jewellery Link Pharmacy Cape Union Mart Old Khakhi Jacksons Republic Feffari FIFA Travel Travellex Out of Africa Exclusive books Big five Indaba Origins Piece a Pizza Diner Big Five Out of Africa Impulse Carrol Boyes Indaba Lifestyle Capi Electronics Music Moods Thomas Pink Capital Shoes Nike Chocolate Tumi Hacket Hugo Boss Crazy about kids COR 192/2018 Retail Concession Tender 42

43 Gizia Browns Jewellery Timberland Freckle Vintage Thomas and Benno Presidential shirts Illy Go Europa STORE Bytes CNA Sweets shop Fly the flag Made in SA Cappello Piece a Pizza Vacant Ex KFC STORE Vida E Café Cosmic Candy African Origins Total Sport Capi Electronics Piece a Pizza Express Wimpy Airports Craft STORE Airport Dry Clean Vodacom Nedbank FNB CNA Cross Trainer Capi Electronics Moda Luggage Markhams Woolworths Kwazinto Crafts Accessorize Cajees Time zone Curated Lifestyle Sunglass Hut Cosmic Candy Jacksons Republic Spur Wimpy Chicken Licken Oriental Fusion Debonairs Steers Ocean Basket ZONE International Landside International Landside International Landside International Landside International Landside International Landside International Landside International Landside ZONE Domestic Airside Domestic Airside Domestic Airside Domestic Airside Domestic Airside Domestic Airside Domestic Airside Domestic Airside ZONE COR 192/2018 Retail Concession Tender 43

44 Deli One Nandos Junxion pharmacy Airports Craft Brewers STORE FIFA Pop up shop Cell C Vodacom MTN Elskacorp American Express SA Post office Sneakers Pop up ABSA Bank ZONE Domestic Landside Domestic Landside Domestic Landside Domestic Landside Domestic Landside Domestic Landside Domestic Landside Domestic Landside Domestic Landside COR 192/2018 Retail Concession Tender 44

45 AIRPORT STORE ZONE CAPE TOWN Big Five Duty Free INTERNATIONAL Out of Africa Sunglass Hut Cellini Exclusive Books Shimansky Sneakers Brittans True Story Capi Bidvest Bureau De Change Cape Farm & Gift Emporium Emoji Bistro Restaurant STORE ZONE Bidvest Bureau De Change Domestic Airside Exclusive Books Domestic Airside Sunglass Hut Domestic Airside Brittans Domestic Airside Cellini Domestic Airside Cape Farm & Wine Emporius Domestic Airside Sneakers Domestic Airside Express Hair Salon Domestic Airside Made In SA Domestic Airside Love Cape Town Domestic Airside Obey Your Body Domestic Airside Electro Domestic Airside Yemaya Express Nail Bar Domestic Airside True Story Domestic Airside Emoji Domestic Airside NSRI Domestic Airside Goodbye Malaria Domestic Airside Lere s Shoeshine Domestic Airside Alba Easy Lounge Domestic Airside Mugg & Bean Domestic Airside Wimpy Domestic Airside STORE ZONE Vodashop Domestic Arrivals MTN Domestic Airside Cosmic Candy Domestic Airside Bidvest Bureau De Change Domestic Airside STORE ZONE ABSA Bank Bidvest Bank Cross Trainer Loumod Montagu Woolworths Electro COR 192/2018 Retail Concession Tender 45

46 Cellini Ocean Africa Jeep American Swiss Accessorize Sunglass Hut C.N.A. Barksole Link Pharmacy Gloss Barcelos Debonairs Steers Vida e Café STORE ZONE South African Post Office Parkade 2 A-Teck Baggage Wrap Parkade 2 and Check In Level COR 192/2018 Retail Concession Tender 46

47 AIRPORT STORE ZONE KING SHAKA Big Five Duty Free INTERNAITONAL Moda Luggage Cosmic Candy STORE ZONE Moda Luggage Domestic Airside Cosmic Candy Domestic Airside EM Native Domestic Airside Exclusive Books Domestic Airside Electro Domestic Airside Sneakers Domestic Airside Sunglass Hut Domestic Airside Twill Domestic Airside Yemaya Nail Bar Domestic Airside Alba Easy Lounge Domestic Airside Fego Café Domestic Airside Wimpy Domestic Airside STORE ZONE Vodashop Landside MTN Landside Sweet Treat Central terminal Building Landside Woolworths Landside Khsav Landside Link Pharmacy Landside NWJ Landside Jeep Landside Galleri Landside Nike Landside Moda Luggage Landside Electro Landside Sunglass Hut Landside Kauai Landside KFC Landside Milky Lane Landside Steers Landside Panarottis Landside Inter Africa Bureau de Landside Change Standard Bank Landside Exclusive Books Landside Mugg & Bean (Piazza) Spur (Piazza) Mabote Arts Check In Level STORE ZONE South African Post Office Arrivals Concourse A-Teck Baggage Wrap Check In Lere s Shoe Shine Check In COR 192/2018 Retail Concession Tender 47

48 AIRPORT STORE ZONE Port Elizabeth Sweet Treat Landside International Vodacom Landside Fun Stuff Landside Sweet Treat Kiosk Domestic Departures Menzonite Shoe Shine Domestic Departures East London Airport Vodacom Landside National Pride Landside Sun kissed Fashion Landside Uyolo Design Fashion Landside Mugg & Bean Landside Fishaways Landside Debonairs Pizza Landside Keg & Spitfire Pub Landside COR 192/2018 Retail Concession Tender 48

49 ANNEXURE IV (2): GENERAL AIRPORT ENVIRONMENT Since its inception 25 years ago, Airports Company South Africa Limited (ACSA) has transformed into a focused, profitable and commercial enterprise that is market-driven and customer service oriented. The company was formed in 1993 as a public company under the Companies Act of 1973, as amended, and the Airports Company Act of 1993, as amended. ACSA owns and operates South Africa s nine principal airports, comprised of the country s major international airports, namely; O.R. Tambo (ORTIA), Cape Town (CTIA) and King Shaka (KSIA) and the smaller regional airports, namely; Bram Fischer (Bram), Upington (UTN), Port Elizabeth (PLZ), East London Airport (ELN), George Airport (GRJ) and Kimberley Airport (KMB). ACSA s registered corporate office operates from Bedfordview. ACSA is focused on creating and operating world-class airports measuring up to international standards. This is evidenced by ACSA s participation in selected airport management. In February 2006, ACSA and a consortium comprising an Indian company GVK and South African listed company, Bidvest, won a concession to manage Mumbai International Airport (MIAL). In addition, ACSA is extensively involved in the expansion, maintenance and management of Guarulhos International Airport (Guarulhos) in Brazil. Guarulhos is currently the largest international airport in Latin America. Internally ACSA recently introduced a new governance framework and operating model. It is hoped that the new model will assist ACSA to achieve its business strategy, supported by three business pillars: COR 192/2018 Retail Concession Tender 49

50 PASSENGER NUMBER Airports Company South Africa s 9 airports with total passenger numbers a for y/e March 2017/ m 11,0m 5.2m 1.6m 0.7m 0.7m 0.4m 0.2m 0.1m OR Tambo International Cape Town International King Shaka International Port Elizabeth International East London George Bram Fischer International Kimberley Upington COR 192/2018 Retail Concession Tender 50

51 PASSENGER AND AIR TRAFFIC MOVEMENT STATS PER AIRPORT FOR 12 MONTHS ENDING 31 MARCH 2017 ORTIA CTIA KSIA PLZ ELS TOTAL Passenger Througput Domestic Departing PAX International Departing PAX N/A N/A Total Air traffic Movement International Flight departures N/A N/A Domestic Flight departures Number of International flight destination N/A N/A 99 Number of domestic destinations Number of airlines at airports PASSENGER GROWTH RATE PER ANNUM Growth rate per annum (Pax) ORTIA 1,70% 6,50% 1,60% CTIA 4,07% 10,54% 5,70% KSIA 1,30% 9,00% 5,90% PLZ 8,00% 21,10% 1,60% ELS -4,00% 13,80% 9,30% COR 192/2018 Retail Concession Tender 51

52 ANNEXURE IV (3): RETAIL TURNOVER & PERFORMANCE ANALYSIS SHOPS ON TENDER SALES FOR 12 MONTHS ORTIA CTIA KSIA PE & ELN 2017 R R R R SHOP SIZES IN SQM SALES PER SQM PM R R R R PASSENGER PROFILE FOR 12 MONTHS ENDING MARCH 2017 Passennger Age (% split) ORTIA 15% 23% 42% 13% 7% CTIA 14% 22% 39% 16% 10% KSIA 15% 23% 41% 14% 7% PLZ 17% 24% 35% 14% 10% ELS 12% 22% 47% 14% 6% Airport Retail Income for 12 months OR Tambo International Airport R Cape Town International Airport R King Shaka International Airport R Port Elizabeth Airport R East London Airport R George Airport R COR 192/2018 Retail Concession Tender 52

53 REASON FOR TRAVEL AND PAX PROFILE 60% 50% 40% 30% 20% 10% 0% ORTIA CTIA KSIA PLZ ELS Male Female Business Leisure other COR 192/2018 Retail Concession Tender 53

54 COR 192/2018 Retail Concession Tender 54.

55 SECTION V: SUBMISSION REQUIREMENTS 1. General : Bidders are required to Each Bidder must submit in its Bid the following completed forms: Form Ref: Description of Submission File No. Bidder covering Letter File 1 Company Executive summary File 1 Form V(1) Bid Certification File 1 Form V(2) Business Information Questionnaire File 1 Form V(3) Business and Financial References File 1 FormV(4) Experience in Retail File 1 FormV(5) Bank/Financial letter of support File 1 Form V(20) Original Tax Clearance Certificate File 1 Form V(21) B-BBEE contributor verification certificate. File 1 Form V(23) Declaration by each member of Bidder regarding conflict of File 1 interest Form V(24) Declaration by shareholders regarding interests in other File 1 existing concessions FormVI(25) Preference of order where bidder participates in bidding for File 1 more than one opportunity FormVI(28) CSD Registration Central File 1 FormV(6) Customer Analysis File 2 Form V(7) Market Potential File 2 Form V(8) Customer Service Philosophy File 2 Form V(9) Proposed Concept- Product File 2 FormV(10) Proposed Concept Shop Design File 2 FormV(11) Operations- Staffing File 3 FormV(12) Operations- Logistics File 3 FormV(13) Operations- Inventory Management File 3 FormV(14) Proposed Rentals File 3 FormV(22) Franchise/Agency agreement File 3 FormVI(26) Tenant Information Form File 3 FormVI(27) Tenant Sales Data Structure File 3 FormV(15) Projected Annual Income, Expenditure and Cash Flow File 4 FormV(16) Determination of Gross Sales and Sales Growth File 4 FormV(17) Gross Profit calculation File 4 FormV(18) Operational Expenditure make-up File 4 FormV(19) Capital expenditure and working capital requirements File 4 Form V(29) Financial statements (Income Statements and Balance Sheet) File 4 COR 192/2018 Retail Concession Tender 55

56 2 Financial Statement Bidders must provide their financial statements including Balance Sheet and Income Statement (past 3 years) prepared by an independent auditor or accounting officer, as applicable. Businesses with a continuous trading history of less than 2 years prior to the date on which the Bid is submitted, must: provide a letter from a registered and approved South African Financial Institution stating that they have acquired the financial resources to carry out the required capital expenditure and the working capital to fund operations; and provide income and financial statements in respect of all partners, members and/or shareholders having an equity interest in excess of 20% in the Bidder. 3 Other Information Bidders must provide any other information that would assist ACSA in evaluating the Bidder s ability to successfully develop and manage the retail facility. 4 Required Documentation and Information A Bidder not following the format outlined above and failure on the part of a Bidder to provide all required documentation and information, wil be regarded as a non responseive Bid. COR 192/2018 Retail Concession Tender 56

57 FORM V (1): BID CERTIFICATION We,, hereby submit a Bid in respect of the Retail Opportunity relating to contained in Annexure V of the REQUEST FOR BIDS Documentation. 1. We have read, clearly understand and agree to be bound by the contents of all the documentation provided by ACSA in the REQUEST FOR BIDS Documentation, including the Terms of Bid in Section II. 2 We acknowledge and agree that any decision taken by ACSA is final and binding. 3 All documentation as required in Section VI (submission requirements) of the REQUEST FOR BIDS Documentation is included in our submission and is true and current to the best of our knowledge and belief. 4 The undersigned is authorised to submit the Bid proposal that will become binding on closure of the Bid. Thus done and signed at on this the day of. For and on behalf of: Full Name of Signatory: Capacity: Authority: COR 192/2018 Retail Concession Tender 57

58 FORM V (2): BUSINESS INFORMATION QUESTIONNAIRE All information requested herein must be submitted with the Bid proposal in the format below. Statements are to be complete and accurate and any information which is incomplete, inaccurate, ambiguous or conditional may result in the disqualification of the Bid. BUSINESS NAME : TRADING NAME : TYPE OF BUSINESS : SOLE PROPRIETOR PARTNERSHIP CLOSE CORPORATION PTY (LTD) LIMITED OTHER (SPECIFY) BUSINESS REGISTRATION NUMBER REGISTERED ADDRESS DETAILS OF DIRECTORS & MEMBERS / SHAREHOLDERS NAME PHYSICAL ADDRESS ID NUMBER/ REGISTRATION NUMBER RACE & GENDER PERCENTAGE SHAREHOLDING IN BIDDER CITIZENSHIP COR 192/2018 Retail Concession Tender 58

59 CONTACT DETAILS NAME: TELEPHONE: FORM VI (3): BUSINESS AND FINANCIAL REFERENCES List 2 persons or firms with whom you have conducted significant business and 1 person or firm with whom you have had significant financial transactions related to your business operations during the past 3 years. Provide the details of a banker responsible for your business accounts. BUSINESS REFERENCE NO. 1 Name : Title : Firm : Address : Telephone : Nature and magnitude of purchase, sale, loan, business association, etc. BUSINESS REFERENCE NO. 2 Name : Title : Firm : Address : Telephone : Nature and magnitude of purchase, sale, loan, business association, etc. FINANCIAL REFERENCE Name : Title : COR 192/2018 Retail Concession Tender 59

60 Firm : Address : Telephone : Nature and magnitude of purchase, sale, loan, business association, etc. DETAILS OF BANK Name : Address : Telephone : Account No : Type of Account : COR 192/2018 Retail Concession Tender 60

61 FORM V (4): EXPERIENCE IN RETAIL Indicate retail management experience from any of the senior management team for any 3 consecutive years within the last 5 years: YEARS RETAIL FACILITY LOCATION (CITY) TOTAL AREA LEASED / MANAGED TURNOVER Indicate retail management experience (if any) directly relating to airports for any 3 consecutive years within the last 5 years. YEARS AIRPORT LOCATION (CITY) TOTAL AREA LEASED / MANAGED TURNOVER The Bidder must explain in detail, in no more than 10 pages, the extent of the Bidders experience in the operation and management of a retail outlet at any airport or comparable trading environment including, but not limited to, the following: history of the Bidder s experience in the operation and management of retail outlet, both generally and in respect of airports; number of years in business; location of headquarters or head office; number of employees; information on retail outlet(s) operated by the Bidder in the last 5 years; experience of persons directly involved in the development and management of this Retail Opportunity. Bidders should provide any other information which will support the Bidder s experience as it pertains to this submission COR 192/2018 Retail Concession Tender 61

62 FORM V (5) - BANK/ FINANCIAL LETTER OF SUPPORT Letter from bank/financial institution or entity providing financial facilities to fund opportunity. COR 192/2018 Retail Concession Tender 62

63 63. FORM V (6) : CUSTOMER ANALYSIS Exhibit understanding of different markets in airport Exhibit understanding of specific market segment Exhibit understanding of demand and translated into opportunity

64 FORM V (7) : MARKET POTENTIAL Provide analysis of the retail business prospects identified. Indication of opportunity identified Present activities to increase sales such as in-store promotions, staff discount, displays during events COR 192/2018 Retail Concession Tender 64

65 FORM V (8) : CUSTOMER SERVICE PHILOSOPHY Description of philosophy and goals (where standards exist and are submitted these are acceptable as sufficient evidence of service ethos). How quality of service will be maximised and measures in place to provide quality assurance on product offering. COR 192/2018 Retail Concession Tender 65

66 FORM V (9) : PROPOSED CONCEPT- PRODUCT Description of product range must respect bid stipulation Description of product strategy that matches the environment Description of pricing strategy, reasons therefore Description of proposed Retail concept as stipulated in the Bid. COR 192/2018 Retail Concession Tender 66

67 FORM V (10): PROPOSED CONCEPT SHOP DESIGN Plans must match store allocation and appropriately serve the concept COR 192/2018 Retail Concession Tender 67

68 FORM V (11): OPERATIONS- STAFFING Organogram must indicate and explain staffing structure and how it matches the intended operation Must meet minimum required experience in operations and management of a retail outlet at any retail shopping centre or comparable trading environment for three years over the last five years. COR 192/2018 Retail Concession Tender 68

69 FORM V (12): OPERATIONS- LOGISTICS Description of the supply chain, exhibiting an understanding of the operation COR 192/2018 Retail Concession Tender 69

70 FORM V (13): OPERATIONS- INVENTORY MANAGEMENT Description or examples of systems that control or monitor these aspects COR 192/2018 Retail Concession Tender 70

71 FORM V (14): PROPOSED RENTALS This sheet must be completed for each shop in each opportunity the Bidder is interested in. Shop No.: Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 TOTAL ACSA s Required Percentage of Turnover Rental Bidder s percentage of Turnover Rental ACSA s Required Minimum Monthly Rental Bidder s Proposed Minimum Monthly Rental ACSA s Required Annual Escalation 8% Bidder s Proposed Annual % rental escalation Note: Proposed Rentals for Food and Beverage must be completed for 7 years, as for Retail Speciality and Forex this must be completed for 5 years only. ACSA required Annual Escalation for 8% per year. COR 192/2018 Retail Concession Tender 71

72 Category Amount % of Gross Sales FORM V (15): PROJECTED ANNUAL INCOME AND CASH FLOW Year 1 Year 2 Year 3 Year 4 Year 5 Amount % of Amount % of Amount % of Amount Gross Gross Gross Sales Sales Sales % of Gross Sales Gross Sales Cost of Goods Gross Profit Operating Expenses: Salaries/Wages /Benefits Utilities and Telephone Maintenance/Cleaning/ Supplies Insurance Marketing/Advertising Licensing Fees Minimum Rent Top-Up Rental General and Administration Interest Expense Other Misc. Expenses Total Expenses Depreciation Net Income Add back : Depreciation COR 192/2018 Retail Concession Tender 72

73 Category Amount % of Gross Sales Year 1 Year 2 Year 3 Year 4 Year 5 Amount % of Amount % of Amount % of Amount Gross Gross Gross Sales Sales Sales % of Gross Sales Cash Flow From Operations Beginning Cash Balance Plus : Cash Flow from Operations Minus : Debt Services (Principal only) Minus : On-going Annual Capital Expenditures Ending Cash Balance Available to Bidder Note: This sheet must be completed for each shop in each opportunity the Bidder is interested in. 1. For Food and Beverage please ensure you complete this schedule for 7 (seven) years as per the term of the tenure. COR 192/2018 Retail Concession Tender 73

74 74. FORM V (16): DETERMINATION OF GROSS SALES AND SALES GROWTH Provide calculations on how Sales is derived together penetration levels, no. of transactions, spend per transaction; impact of marketing and future growth indicators

75 FORM V (17) : GROSS PROFIT CALCULATION Provide details of cost of sales make-up and whether GP% is within industry norms (eg.info from Franchisor; IPD; listed co; brand) COR 192/2018 Retail Concession Tender 75

76 FORM V (18): OPERATIONAL EXPENDITURE MAKE-UP Provide details of operational expenditure make-up and computation thereof. COR 192/2018 Retail Concession Tender 76

77 FORM V (19): CAPITAL EXPENDITURE AND WORKING CAPITAL REQUIREMENTS Details of capital expenditure, working capital and financial return on investment to be in line with industry norms (eg.info from Franchisor; IPD; listed co; brand) COR 192/2018 Retail Concession Tender 77

78 FORM V (20): VALID TAX CLEARANCE CERTIFICATE All Bid submissions must have a valid Tax Clearance Certificate / PIN / Proof of Application with SARS shall be submitted as part of the compliance requirements. If a company or close corporation has not yet been formed at the time of submitting a Bid, the prospective shareholders or members must each supply a Tax Clearance Certificate in their personal capacities. COR 192/2018 Retail Concession Tender 78

79 FORM V (21): B-BBEE B-BBEE CONTRIBUTOR VERIFICATION CERTIFICATE. The bid must include a B-BBEE verification certificate issued by a SANAS accredited ratings agency, A detailed report of the B-BBEE verification certificate / or Affidavit must be included as part of the bid submission. This report must clearly indicate an analysis of the shareholding. COR 192/2018 Retail Concession Tender 79

80 FORM V (22): FRANCHISE OR AGENCY AGREEMENT All Bid submissions must include a signed franchise agreement (if applicable) by both the Franchisor and the Bidder.In the case of an agency, the bidder must provide an agency agreement COR 192/2018 Retail Concession Tender 80

81 81 FORM VI (23): DECLARATION BY SHAREHOLDERS REGARDING INTEREST IN OTHER EXISTING CONCESSIONAIRES a. All Bid submission must include a declaration from each Bidder and controlling shareholder of the Bidder or each member and each controlling shareholder of such member of the Bidder s consortium stating that: i. such party has no and will not have, at any relevant time, any interest whatsoever (whether direct or indirect) in any other Bidder or in any member of any other Bidder s consortium; or ii. such party has or will have, at any relevant time, an interest (whether direct or indirect) in any other Bidder or in any member of any other Bidder s consortium. iii. In the event that a Bidder provides a declaration in terms of clause ii, then the Bidder shall provide the following: iv. a declaration of such interest; v. a detailed description and the extent of any such interest. The Bidder shall include in such description the name(s) of all the other Bidder(s) and the members concerned; and vi. a statement as to how the Bidder proposes to deal with such conflict of interest. "controlling" shall mean a holding or aggregate holdings of shares or other securities or interests in Bidder or in a member of a Bidder's consortium entitling the holder thereof to exercise, or cause to be exercised, 35% or more of the voting rights at meetings of that Bidder or member of a Bidder's consortium, irrespective of whether such holding or holdings confers de facto control. b. the bidder, his/her authorised representative, shareholder, member of bidding consortium/joint venture or partner should declare his/her position in relation to the evaluating/adjudicating authority where there is a relationship with persons/a person who are/is involved in the evaluation and or adjudication of the bid(s), or where any person connected with the bidder has a relationship (family, kinship, friend, other)

82 with a person employed by ACSA and who may be involved with the evaluation or adjudication of this bid c. the bidder, his/her authorised representative, shareholder, member of bidding consortium/joint venture or partner should declare his/her position in relation to the evaluating/adjudicating authority where such bidder, his/her authorised representative, shareholder, member of bidding consortium/joint venture or partner has been in the employ of ACSA in the past twelve months. COR 192/2018 Retail Concession Tender 82

83 FORM VI (24): INTEREST IN OTHER ACSA CONCESSIONS Bidders must submit a schedule of all interests that each and every shareholder holds in entities that have existing concessions with ACSA. This is required to assess the third phase of the evaluation process with regard to ACSA s Transformation imperatives. COR 192/2018 Retail Concession Tender 83

84 FORM VI (25): PREFERENCE OF ORDER Where bidders submit bids for more than one retail opportunity, bidders must provide a schedule reflecting their preference of order for the retail opportunities. This order of preference is required in the event bidders are ranked highest for more than two opportunities, and ACSA in meeting its Transformation imperatives will utilise this 38 order in awarding the opportunities. Preference of order where bidder participates in bidding for more than one opportunity COR 192/2018 Retail Concession Tender 84

85 FORM V (26): TENANT INFORMATION FORM This form must be signed and dated by the Bidder to grant approval to do vetting at tender stage and prior to any award. COR 192/2018 Retail Concession Tender 85

86 I, THE UNDERSIGNED GRANT ACSA PERMISSION TO PERFORM THE NECESSARY CREDIT INVESTIGATIONS. THUS DONE AND SIGNED AT ON THE DAY OF 20. NAME AND DESIGNATION : COR 192/2018 Retail Concession Tender 86

87 DULY AUTHORISED SIGNATORY : COR 192/2018 Retail Concession Tender 87