Commercial Code & Policy Manual

[Type the company name]

Abu Dhabi Airports

[Type the document title]

Commercial Department Codes and Policies [Type the document subtitle]

Version 1

mbannerman [Pick the date]

December 2013

COMMERCIAL CODE AND POLICY MANUAL Version 1

December 2013

Copyright Notice The information in this document contains trade secrets, confidential and proprietary information of Abu Dhabi Airports Company PJSC the disclosure of which would provide substantial benefit to competitors.

As a result, this Commercial Code and Policies document should not be disclosed, used or duplicated – in whole or in part – for any purpose other than for day-to-day use of the staff of Abu Dhabi Airports Company PJSC. No employee of Abu Dhabi Airports Company PJSC will duplicate and use this document or parts thereof without the explicit authorization of the management. In the unlikely event of any unclaimed copies being found, the same shall be returned to the undersigned or any member of management or destroyed.

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1. Contents Copyright Notice.................................................................................................................................. 2 1.

Contents .............................................................................................................................................. 3

2.

Introduction ......................................................................................................................................... 4

3.

Commercial Department Core Activities ............................................................................................. 6

4.

Contract Management......................................................................................................................... 7

5.

Commercial Team Responsibilities ..................................................................................................... 9

6.

Conflict of Interest ............................................................................................................................. 10

7.

Tenders ............................................................................................................................................. 12

8.

Contract Amendments and Renewals .............................................................................................. 18

9.

Prospective Concessionaires............................................................................................................ 19

10. HSE Compliance .............................................................................................................................. 20 11. Store Fit Outs and refurbishments .................................................................................................... 22 Appendix 1 Appendix 2 Appendix 3 Appendix 4 Appendix 5 Appendix 6 Appendix 7 Appendix 8 Appendix 9 Appendix 10 Appendix 11 Appendix 12 Appendix 13 Appendix 14

Airport Lounges Portfolio Concession Kitchen Audit HSE SOP Concession Outlet Audit Waste Disposal SOP Delivery SOP Food Operations H&S SOP Food Operation SOP To Go Cart SOP Health & Safety Environment SOP Hood Duct Presentation Shell and Core Fit out Guide Store and Logistics SOP US-CBP Downstream SOP Waste Disposal White Box Fit Out Guide

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2. Introduction 2.1 Overview

This commercial codes and policy document recognises that Abu Dhabi Airports Commercial Department has an impact on the lives of many people and the responsibilities that go with it. It therefore deals with our obligations beyond the requirement of the law, which naturally we adhere to and respect.

The document sets out the values and standards of conduct that underpin Abu Dhabi Airports’ reputation for honest, fair and forthright dealing in all of our business activities in a modern global business world.

Abu Dhabi Airports’ reputation will depend on how well we perform against these codes and policy standards. It is therefore the responsibility of everyone within Abu Dhabi Airports Commercial to live by this policy. This document should be applied in conjunction with Abu Dhabi Airports Code of Business and Ethics Policy document.

The Commercial team at Abu Dhabi Airports are responsible for the generation of over AED 1 billion of Non Aero revenues. We must be seen to be fair and transparent in all of our business dealings. As any dealings we have with other entities will have a reputational effect on Abu Dhabi Airports it is important that we are clear about what we can and cannot do and what policies we have in place for all of our activities.

This policy document details the values and standards of conduct that are required and are applied in relation to planning and maintaining effective control over the functions carried out by the Commercial Department of Abu Dhabi Airports and to further ensure that:  Proper management and supervisory controls are established over the Company’s concession contracts, agreements and accounts  New contracts are appropriately reviewed and approved  Sales, revenue and transactional data are reviewed regularly and on a timely basis  Company’s policies are effectively implemented  Boundaries are defined, within which the Commercial Department operates and provides its services  Proper and controlled tender processes are implemented  Proper audit procedures exist and are implemented  All Commercial team members conduct themselves in the proper manner to ensure the on-going reputation of Abu Dhabi Airports 2.2 Purpose This document further provides step-by-step guidelines on all major functions performed by the Commercial Department of Abu Dhabi Airports with the aim of guiding Abu Dhabi Airports’ employees to fulfil the Company’s responsibility to stakeholders. It does not provide documentation of the processes to be followed within the Commercial Department; these are contained within the Commercial Revenue Contracts Procedure.

The general benefits of this manual are to:  Clarify organizational structure and responsibilities  Provide clear purpose and instruction on how we should perform our roles and activities in line with Abu Dhabi Airports corporate governance rules and practices to deliver the Commercial strategy  Educate new and existing employees

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 Relieve management of repetitive instructions  Provide uniformity in interpretation and administration of policies and procedures  Ensure consistent thinking and actions on issues by employees within the Commercial Department.  Serve as means to define and clarify the responsibilities of the commercial Department staff, associated with all positions  Serve as a point of reference for the management of the Commercial department in Abu Dhabi Airports to ensure that these policies and procedures are properly and consistently applied  These policies and procedures are intended to provide internal management guidance only.

They do not constitute, either implicitly or explicitly, a binding contractual or personnel agreement. Abu Dhabi Airports reserves the right to change any of these policies and procedures and to expect adherence to the relevant revisions.

2.3 Employee Responsibilities  Each employee has a responsibility to uphold the spirit of the code and policy document  Managers should ensure that these codes are brought to the attention of new employees  Each employee should personally demonstrate support of the codes  All employees are bound by the HR confidentiality rules as per the Abu Dhabi Airports HR manual  Employees of Commercial and other relevant departments are responsible for maintaining the confidentiality of all appropriate or privileged information to which they are exposed while serving as employees of Abu Dhabi Airports, whether this information involves staff or other persons, or involves overall business of Abu Dhabi Airports. Failure to maintain confidentiality could result in ending the employee's relationship with the Company.

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2.4 Commercial Department Structure

VP Commercial

Team Assistant

Head of Retail

Head of F&B

Senior Category Manager

Head of Advertising & Media

Head of Commercial Marketing

Senior Category Manager

Compliance and H&S Manager

Head of Services

Head of Car Parks & Transportation

Head of Hospitality

Contracts Administration Manager

Senior Category Manager

Category Manager

Category Manager

Category Manager VIP services

Category Manager Lounges & Hotel

MTC Snr Project Manager

Head of Contracts

Contracts Assistant x 2

Retail Operations Assistant

SNR Negotiating Manager

Project Assistant

Negotiating Manager

Concessions Assistant x 2

Retail Operations Assistant

Figure 1 Commercial Team Structure October 2013

3. Commercial Department Core Activities Abu Dhabi Airports Commercial department manages over AED 1 billion of commercial business and over 150 agreements across Retail, Food & Beverage (F&B), Advertising, Non retail Services, Hospitality and Car Parking. Over the next 4 years and during the development of the commercial strategy for the Mid Terminal Building (MTC) this number will increase significantly to over approximately 450 contracts.

The commercial team strives to recognize and provide our passengers with food and retail opportunities that meet everyone’s needs whilst maximizing Abu Dhabi Airport’s revenue and returns. The commercial offering at our airports is continuously being reviewed to ensure that our passengers’ are satisfied with our products and services and receive the best in class retail experience when passing through our airports. The departments mandate is to: become best in class within the Middle East with a focus on developing and evolving the luxury category within the retail business and delivering a commercial offer that exceeds customer expectations In order for commercial to deliver our mandate we shall;  Continuously and actively seek business opportunities & commercial partnerships

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 Maximize Abu Dhabi airports’ revenue and EBIDA returns  Be best in class worldwide with the opening of the MTC Commercial core activities in delivery of this mandate are;       

Contract Management Contract Renewal New Contracts and Tenders Managing day to day enquiries Concessionaire refurbishments and improvements Concessionaires Health, Safety and Environmental operations Development of new concepts and introduction of new brands

4. Contract Management Contract management is the generic title for managing all outsourced activities within the commercial area. The role of the category team is to manage each individual concessionaire as a separate relationship or contract. The objective is to maximise the revenue produced by the concessionaire, improve their offer to our customers whilst enhancing their shopping experience and drive income to Abu Dhabi Airports. We do this by working with the concessionaire and supporting them to deliver to the best of their abilities. The category team’s role is to remove any obstacles put in place that prevents the above, share best practice to improve their customer service and promote the delivery of best in class customer service. In doing the above the outcomes will be improved customer satisfaction scores for Abu Dhabi Airports and revenue growth.

This involves constant and consistent communication between the concessionaire and the category team. There are three levels of Category Management detailed in figure 2, Executive level, Head office and shop floor;  Shop/ unit level, meetings should be structured at least monthly but with lots of daily ad hoc conversations  Head Office level the Senior Category manager and the head of Department should be meeting their counterparts, in structured meetings which follow the stakeholder management guidelines.  The owners or CEO level should be meeting the VP Commercial and /or the Chief Commercial Officer at least once a year formally or informally Management Hierarchy

ADAC

Concessionaire

Executive Level

CCO/VP

CEO/Ops Director

Head Office

Dept. Head or Category Manager

Account Mgr/Area Mgr

Monthly

Retail Ops Assistant

Unit/Shop Manager

Daily

Shop Floor

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Meeting Frequency

Quarterly or less

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Figure 2 The levels of contract management and frequency of meeting

4.1 Stakeholder Management Stakeholder management is as important as managing each concessionaire account. It is important that each Category team identify the relevant stakeholders and have a structured meeting plan. All meetings conducted for the purpose of contract management should have a clear agenda which is provided to all participants of the meeting 24 hours prior to the meeting. During the meeting minutes should be taken as an accurate record of the discussions and to agree all actions by attendees and sent out within 24 hours of date of the meeting. Previous minutes should be included as a standard agenda item and reviewed during each meeting. The agenda items should include but not limited to;         

Minutes of previous meeting including action points Monthly P+L, sales performance and trend analysis Abu Dhabi Airports/Concessionaire Airport pax performance New developments concessionaire and Abu Dhabi Airports Contractual discussions Operational performance Debt Health and Safety Legal

Meeting agenda and minutes should be retained and recorded in the Logix Commercial Management System.

4.2 Meetings Schedule Quarterly retailer’s forum should be conducted and led by the Commercial team but with representatives from each concessionaire. The split of attendees should be Retail: F&B but could be all together if the forum is small enough.

Bi- weekly meetings should be conducted between Commercial and the following stakeholders to ensure good communication and cooperation between departments:  Operations  Contracts  Finance  Facilities Management  Current Project work groups  Police & Immigration

During these meetings updates on concessionaire activity, performance, new concessionaires and terminations shall be discussed and actions agreed.

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5. Commercial Team Responsibilities 5.1 Debt The category manager shall fully support the collections and credit group in the management and collection of concessionaire debt. The category manager shall request the aged debt report from collection and credit group and review the outstanding payments.

The following process shall be adopted for debt;  For debt which has reached 45 days a call should be made to the concessionaire enquiring as to any issues with payment, this can be made by the category manager or a member of the st collection and credit group – a 1 reminder letter may also be sent if required st  If no payment received - 5 days following the 1 reminder a second reminder shall be sent to the concessionaire – discussion should also be had with the category manager to plan next steps if no payment is received nd  If no payment is received- 5 days following 2 reminder a final reminder is sent discussing legal arrangements – this shall be approved by VP and CCO Commercial Full communication shall be maintained between Commercial and the Collection and Credit team to ensure the best outcome for Abu Dhabi Airports.

5.2 Concessionaire Induction

The category manager shall also ensure that each concessionaire has received an adequate induction to Abu Dhabi Airports to include, customer service standards, emergency procedures and general operational information such as security passes, delivery schedules and EHS expected from each concessionaire. This should be completed after contract award and prior to commencement of the operation of the concession at the airport.

5.3 Pre Start Meeting After the contract has been awarded to the concessionaire and dates agreed for installation, the category manager, architect and concessionaire should conduct a pre start meeting at the airport. This meeting will consist of but not limited to;       

Agree the handover of either core and shell or white box Agreement of schedule of works for the fit out Agreement to the terms and conditions of fit out for either white box or core and shell Understanding of the operational requirements whilst working on an airport Understanding or requirements for Permits to work and registering for passes Timetable for agreed start date Agreed ongoing communication throughout fit out process

5.4 Pre Opening Inspection Following the completion of the concessionaire fit out the category manager and architect shall meet with FM and the concessionaire on site prior to opening to the public. The purpose of this meeting will include but not limited to;

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   

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Fire Safety Manager inspection Electrical engineer inspection Fit out and merchandise inspection Operations inspection

5.5 Concessionaire Exit Inspection Three months prior to a concessionaire’s contract termination date the category manager shall meet with the concessionaire to agree the requirements for exiting, which will include return of security passes and the condition of the unit.

On the day of exit the category manager shall meet with the concessionaire and collect the security passes and to approve the condition of the unit being handed back to Abu Dhabi Airports.

5.6 Information Management There are a variety of formats by which Commercial receives and reviews its information. The list below details the information which must be reviewed by Commercial during meetings with concessionaires or during the Commercial team meetings;  Daily sales data to be provided by each concessionaire – to be reviewed weekly for trends and any action to be discussed during next meeting  Monthly Turnover and revenue analysis earned by business area – to be discussed during the concessionaire meeting, review trends and learning’s for both Abu Dhabi Airports and other concessionaires to ensure the business models are sustainable and to understand whether the concessionaires are performing  Contract Expiry Reports – monthly review to discuss and agree actions to be taken for next months  Review of Business plans as required by agreement  Forecasting of sales based on monthly trend observed  Debt position of concessionaires and payment schedules including review of performance bonds  Submission by concessionaires Yearly certified audit reports and yearend adjustments

6. Conflict of Interest Employees must avoid any conflict between the employee’s personal interests and the interests of the Company, especially with regard to business interests, relationships with suppliers and confidential information.

A “conflict of interest” exists when a person’s private interest interferes in any way - or even appears to interfere with the interests of the Company. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, or a member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

It is a conflict of interest for a Company employee to act in the interest of a competitor, customer or

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supplier. You should avoid any direct or indirect business connection with our customers, suppliers or competitors, except as required on Abu Dhabi Airports’ behalf.

Conflicts of interest are prohibited as a matter of Company policy, except as approved by the Chief Executive Officer. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your line manager.

Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a line manager.

Failure by an employee to disclose an actual conflict or potential conflict of interest will result in disciplinary action, which may include termination.

The following highlights examples of where a conflict of interest may occur and you should notify your line manager:  If an employee has a financial/personal interest in an entity with which the Company does business and could be perceived to be in a position to influence relevant Company business decisions.  If an employee is a member of a contract review team and a RFP has been issued to an entity where a member of their family is employed and involved in the sales process.  If an employee is involved in activities for which they are personally remunerated from an external entity that involve, or might reasonably be perceived to involve, the Company's name, assets or staff.  If an employee is involved in the recruitment for a role and one of the applicants is a family member or close friend.  If an employee was to accept a part time employment role or directorship within the UAE or oversees – note it is also against the UAE labor law to work for two employers in the UAE.  If an employee was to accept a gift from a third party from persons or organization who would be seen to be befitting from such gifts.  If an employee was to direct Company resources that can influence an external entity's development where they or family members are directors or shareholders of that entity.  If an employee assumes responsibilities for an outside entity that diverts their attention from their Company responsibilities, or creates other conflicts of loyalty. These could be paid or unpaid positions.

6.1 Gifts and Inducements The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers or the company.

No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee, or agent unless it:(1) is not a cash gift,(2) is consistent with customary business practices, (3) is reasonable in value (below 500 AED), (4) cannot be construed as a bribe or payoff and (5) does not violate any laws, regulations or applicable policies of the other party’s organization.

Please discuss with your line manager any gifts or proposed gifts which you are not certain are appropriate.

The Company maintains a gift register and any employee receiving a gift should email details of the gift and estimated value to giftregister@adac.ae An employee may accept a gift regardless of value, when;

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 The gift is from an immediate family member and does not have the appearance of influencing the employee in the performance of his or her duties.  The gift is food or beverage offered in the ordinary course of conducting the Company’s business or offered at a banquet, reception or other widely attended occasion.  The gift is offered at, or is participation in; a widely attended event (e.g., golf tournament) sponsored by an industry organization (IATA) or a business doing business with the Company (e.g. Etihad).  The gift is an award or prize given in contests or at widely attended events, including random drawings.  The gift is a ceremonial one accepted on behalf of the Company.  The gift is an upgrade of service from an air carrier offered in the ordinary course of the carrier’s business and not based on the employee’s status as an employee of the Company (ii) offered by the carrier to the employee on travel for business with the carrier or (otherwise permitted under this paragraph. An employee may not solicit an upgrade.  Acceptance is approved by the Chief Executive Officer.

7. Tenders The revenue contract tender process should commence approximately of 12 months prior to commencement of the contracts in respect of complex contracts such as car parking, advertising, catering and hotels, and a minimum of 10 months in respect of all other areas.

Companies can be added to a tender list if they have previously registered with Abu Dhabi Airports. This can be done through an email to commercialenquiries@adac.ae or any member of the commercial team where they will be added to the bidder’s database, which is maintained by the Contracts team. All bidders who are invited to tender must be able to demonstrate that they have the appropriate experience, resource, including financial, managerial and other resources as well as complying with all legal and legislative requirements of trading within the UAE. Selecting an appropriate contracting strategy is essential to ensure that Abu Dhabi Airports receives best value from the sourcing process. The contracting strategy will be prepared before the RFP is issued, at PR stage and be approved at TB. During the lifecycle of the RFP process, the contracting strategy may be revised and updated, as additional information and market insights are obtained. Any changes must be approved by appropriate DOA levels.

There are three types of contracting strategies used by the Contracts Negotiating Team;  RFP - The Request for proposals (RFPs) to a number of bidders is the most recommended route for revenue contracts. In these instances Commercial has defined a general category need and is requesting potential concessionaires to propose the most appropriate offer to meet that need.

An RFP process is the most flexible tender route as it promotes innovative competition among potential concessionaires and allows Commercial to select the most appropriate solution to meet its business need.  Competitive Negotiations- Competitive negotiations will be the tender route where the category strategy has identified that there are a selected number of concessionaires who are able to fill a specific category requirement. In these cases the category strategy must be developed to detail the rational to support a competitive negotiation.  Single Source - Single source negotiation will be used if it is identified that a single concessionaire is uniquely qualified to meet Abu Dhabi Airports’ concessionaire needs and therefore the tender will be exempt from the competitive sourcing process. In these cases the category strategy must be developed to detail the rational to support a single source negotiation.

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7.1 Requirements for Bids Any existing concessionaire who is a consistent late payer will not be considered for future tenders.

Furthermore where they are contentious issues regarding the acceptance of our contractual terms, these concessionaires may not be considered for the tender. Our terms and conditions will not be changed and are not negotiable.

Invitations to tender must be issued to all bidders on the same date, and only those bidders who return the signed confidentiality agreement will receive the Request for Proposal (RFP). Tenderers will be advised within the RFP on the date of submission for the tender but shall not be less than 2 weeks.

Enquiries to the tender should be made in writing to the Contract team at commercialtenders@adac.ae and whenever practical responses should be provided to all bidders within 48 hours. The same information shall be provided to all bidders.

All tenders must be opened and formally recorded at the same time by the Contracts team with an independent representative present from Abu Dhabi Airports. The technical evaluation shall be conducted by the category team and the financial evaluation by the contract team once they have received the technical evaluation report from the category team. All evaluations will be completed based on the pre agreed evaluation criteria for that particular RFP. On all occasions where discussions take place post tender a minimum of at least 2 members of the evaluation team should be involved and approve any outcome. The final route for approval will be determined by the value of the contract. Please refer to the Revenue Contract Procedures Manual for a comprehensive guide to the process and DoA levels relating to this.

The Contracts team is responsible for formally advising the concessionaires of the outcome of the tender.

Companies are not permitted to access any Abu Dhabi Airports site for the purpose of shop fitting or trading until the formal trading agreements have been signed and issued by both parties. This will be advised to all parties by the contract team.

Whilst an existing concessionaire is part of an RFP process for a new proposal at the airport the Commercial team are not permitted to discuss any elements of the new contract with the concessionaire.

All questions must be addressed and responded too by the Contracts team through the appropriate route commercialtenders@adac.ae.

7.2 RFP Preparation The leading practice recommendations below will be followed when developing an RFP: ď ‘ The RFP document will be comprehensive and will be written in plain, straight-forward language avoiding ambiguous and undefined terms. All acronyms and other critical terms will be defined. ď ‘ Commercial shall use the standard RFP template. ď ‘ Provide all information required for bidders to understand the business need, the desired solution and the terms and conditions of the future relationship. This shall be by the use of three documents: volume1 instruction to bidders, volume 2 contractual requirements and volume 3 information to bidders.

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7.3 Bid Lists The RFP bid list will be developed during the contract planning stage. The contracts strategy will determine the list by identifying Abu Dhabi Airports needs by considering the following;         

Local, national and international requirements Brand awareness and fit with Abu Dhabi Airports Market trends New entrants to market Customer service/demand/expectation requirements Previous relationships/contact with Abu Dhabi Airports A balanced competitive offer Category Mix The number of concessionaires required to fulfill the need

There is no maximum number of bidders that should be part of the RFP, however thought should be given to the market requirement and value of contract. An indicative number of between 3 and maximum of 10 may be applied.

7.4 RFP Invitation Letter The RFP invitation letter will be signed by the Contracts Manager and sent to bid list. The RFP invitation letter will contain a high level overview of the tendering process, with the following key details:       

RFP reference number Title of RFP Contents of RFP document RFP closing date and time Deadline to submit acknowledgement of RFP receipt/ intent to bid Deadline to submit clarification requests Confidentiality agreement

The bidder should then acknowledge in writing to the Contracts Manager that they intend to bid for the contract and return the signed confidentiality agreement within 3 working days of receipt. Only those bidders who return the signed confidentiality letter will receive the full RFP information.

If less than 3 bidders intend to bid, the Contracts Negotiating Manager will notify the Senior Contracts Manager and identify additional bidders to be included in the bid list. RFP documents will be sent to new bidders, at the earliest. In the spirit of open competition, RFP closing date will be revised to provide equal opportunity for all bidders.

If following this less than three bidders remain then the tender shall become a competitive negotiation as previously defined.

7.5 Instruction to Bidders (Volume 1) Instruction to bidders provides guidance on:

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 Key dates for RFP acknowledgement, RFP clarifications, RFP submissions and performance of services  Details on submitting clarification questions  Abu Dhabi Airports point of contact  Proposal response format and submission details  Technical and Commercial Evaluation criteria  Bid bond and performance bond requirements  Scope of Work A detailed description of the scope of work/ services will be included to enable bidders provide the most appropriate solution for Abu Dhabi Airports. The commercial team is accountable for providing accurate and relevant scope of work, drawings (where applicable), KPIs, milestones and the commercial proposal format. The Contracts Negotiating Manager will use their experience and category team knowledge to appropriately challenge and structure the scope of work.

7.6 Financial Evaluation The financial evaluation shall be developed on a case by case basis to ensure that Abu Dhabi Airports receives the best financial outcome from the bid. This shall be approved prior to submitting the RFP to bidders by the appropriate DoA level. Instructions will be clear to bidders to ensure that commercial proposals from each bid can be compared on an equal basis. To facilitate this comparison, a sample spreadsheet that breaks the proposed project into components shall be provided.

7.7 Terms and Conditions of Contract (Volume 2) The form of agreement, that includes Abu Dhabi Airports terms and conditions must be issued along with the RFP, to enable the supplier to review and comment on their ability to comply with the terms and conditions. In exceptional scenarios, Abu Dhabi Airports will permit deviations from standard terms and conditions. The Contracts Negotiating Manager will liaise with the supplier and legal department to negotiate any changes which must be approved by the TB. 7.8 Appendices Appendices can be used to provide additional information related to the project. This information can include drawings, technical requirements studies, project plan outlines, technical standards, passenger demographics and other relevant information.

7.9 Bid Bonds Bid bonds will be required for all bids for contracts with a value in excess of AED 1,000,000. Bonds must be issued by a local bank registered in the UAE, in favor of Abu Dhabi Airports. Bid bonds will be 5% or 3 months revenue value of the bid value and must be valid for 180 days. The Finance department will be responsible for safekeeping the bid bonds submitted by bidders. In some cases, the bid bond requirements may be waived at the discretion of Commercial Approval team.

7.10 Performance Guarantees

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Performance guarantees typically will be required for all contracts with a value in excess of AED 1,000,000. Performance guarantees or letter of credit should be issued by a local bank registered in the UAE, in favor of Abu Dhabi Airports. Performance guarantees will be 10%of the bid value. The Finance department will be responsible for safekeeping the performance guarantees submitted by bidders. In some cases, the performance guarantee requirements may be waived at the discretion of Commercial Approval team.

7.11 Parent Company Guarantees In cases, where it is necessary to enter into a contract with a subsidiary company, to limit it risk exposure, it is Abu Dhabi Airports policy to receive from the parent company a letter of guarantee in a form approved by Abu Dhabi Airports guaranteeing the performance of the subsidiary and providing an undertaking to complete the contract obligations should its subsidiary fail or default in its obligations to Abu Dhabi Airports.

7.12 Pre-proposal conference Where it is determined that a pre-proposal conference is required, it shall be conducted prior to the RFP due date. The conference will be open to all bidders that have acknowledged their participation in the RFP process. The Contracts Negotiating Manager will schedule and coordinate the pre-proposal conference. The pre-proposal conference invitation may limit the number of attendees per suppliers, depending on the number of suppliers in the RFP process. The Contracts Negotiating Manager may ask suppliers to submit their questions three business days in advance of the conference to ensure that the appropriate Abu Dhabi Airports stakeholders have enough time to prepare responses to the submitted questions. The category manager shall be responsible for hosting the conference and preparing the content for the event.

7.13 Amendments to RFP before proposal due date An RFP may be amended by Abu Dhabi Airports by issuing a written addendum prior to the date and time set for receipt of proposals. Such addenda must be forwarded to all suppliers that have submitted intentions to bid. All addenda must be signed and returned by all suppliers to Abu Dhabi Airports with their proposals. In case of amendments to the RFP, a deadline extension may be granted, with the approval of Commercial Approval team.

7.14 Amendments to RFP after proposal due date If the commercial team determines that the requirements need to be modified or changed after proposals have been received, the modified or additional requirements, as well as modified evaluation criteria will be issued to all bidders who submitted proposals, after obtaining approval of Commercial Approval team.

7.15 Additional bidders to RFP Additional bidders may be added to the bid list after the RFP has been issued provided they are registered with Abu Dhabi Airports and have completed and signed the confidentiality agreement. No bidders may be added to an RFP that has less than 14 days before the due date. RFP’s shall not be extended exclusively due to the addition of a late bidder to the RFP process.

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7.16 RFP Cancellation before due date If an RFP has been issued and the due date has not arrived, the RFP may be canceled, if it is in the best interests of Abu Dhabi Airports. The following procedure will be used in such instances:  Notice will be provided to all suppliers that have provided an intent to bid;  Any proposals received will be returned unopened to the supplier;  The reasons for cancellation and/or rejection will be documented in the RFP file.

7.17 RFP Cancellation after due date When the RFP due date has passed and proposals have been received and opened, the proposals may be rejected and the RFP canceled at any time prior to award, if it is in the best interests of Abu Dhabi Airports. The following procedure will be used in such instances:  Notice will be provided to all suppliers that have provided an intent to bid;  The opened tenders will remain as part of the RFP file.  Any duplicate tenders may be destroyed unless the supplier requests that these proposals be returned.  The reasons for cancellation or rejection must be made part of the RFP file.

7.18 Receipt and opening of sealed tenders  All sealed tenders must be addressed to Senior Contracts Manager.  Sealed tenders received must be securely stored by the Senior Contracts Manager, until the bid closing date and time.  Tenders will be opened after tender closing date by the Tender Opening committee.

7.19 Late tenders Sealed tenders received after the date and time specified for receipt in the RFP will not be accepted.

Late tenders will be marked “late” and returned unopened to the bidder. A late tender may only be accepted in exceptional circumstances and with the approval of the Commercial Approval team. Such circumstances could include:  only a single bidder has responded to the RFP  the bidder faced a genuine disruption to mode of transport  If the delay does not materially affect the key milestones, and is approved by the commercial team and the Commercial Approval team.

7.20 Tender responses To be considered for evaluation and potential award, the tender must comply in all material aspects with the RFP. Tenders will be completed, executed and submitted in compliance with the instructions in the RFP. Unless explicitly prohibited by the RFP, a bidder may in addition to a compliant bid submit alternate tenders that may vary from the specifications or requirements listed in the RFP. An alternate tender must be clearly distinguished by the bidder. The alternate tender must be a complete tender and must not refer to information in the bidders primary tender or any other alternate tender. The contracts team will decide whether or not to accept alternate tenders. If an alternate tender suggests a revised specification

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or additional features that must be included in the original RFP, the contracts team may decide to reject all tenders in consultation with the commercial team and rebid the requirement with a revised specification.

7.21 Withdrawal of and tender mistakes, alterations and amendments Contracts team may notify supplier for obvious errors and corrections. Withdrawal of tenders before tender opening – A bidder may withdraw its tender by submitting a written request, at any time after submitting the tender and before tender opening. Withdrawal of tenders after tender opening - A bidder may withdraw its tender by submitting a written request after tender opening if there is reasonable proof that an unintentional mistake due to oversight was made. If the bidder can verify to Abu Dhabi Airports’ satisfaction that it was a nonjudgmental mistake, the tender may be withdrawn. Minor mistakes in the tender – Abu Dhabi Airports may waive minor mistakes in the tenders submitted. Examples of minor mistakes include:  Failure to return the number of copies of signed tenders required by the invitation  Failure to include required information related to the bidders company profile  Variations from requirements or specifications included in the RFP, if the variation has a negligible impact on the price, quality, quantity or delivery.  Based on an approval from Commercial Approval team, the bidder(s) will be given a chance to rectify the minor mistakes in its bid(s).

7.22 Information to bidders (volume 3) The information to bidders section will provide a brief overview of Abu Dhabi Airports and purpose of the RFP. It shall also include relevant information regarding the area of the airport in which the concessionaire shall operate, passenger number, demographics and any other relevant information which will assist the bidder in the RFP. This should be completed by the Category Manager and the Contracts Negotiating Manager.

8. Contract Amendments and Renewals There may be situations where is has been deemed necessary to renegotiate the financial terms of a contract at some point during the contract (no extensions should be considered for concessionaires who are consistently late payers).

Except where an extension is considered due to adverse changes in the trading environment or due to the impact on trading due to terminal projects all extensions should produce an increase in financial terms.

At least nine months prior to the end of the concessionaire contract Abu Dhabi Airports shall issue a standard letter to the concessionaire requesting their revised proposal of the contract extension. The concessionaire has the opportunity to put forward a maximum of two financial offers for an extension to their contract. If after a second offer Abu Dhabi Airports does not deem the offer acceptable this contract shall go to full external tender through the appropriate RFP process.

Contract renewal process;

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1st Proposal from concessionaire

Accepted by ADAC

Contract extended

ADAC requests proposal from concessionaire Declined by ADAC

2nd Proposal from concessionaire

Accepted by ADAC

Contract extended

Declined by ADAC

RFP Conducted

Any contract amendments must be signed and approved by the VP Commercial and Chief Commercial Officer or appropriate DOA level prior to agreements with the concessionaire. A justification form should be presented detailing the rational for the amendment or extension explaining why this should not go out to retender in the market place (may be a similar type of tender has just concluded within a 3 month period etc).

9. Prospective Concessionaires It is imperative that the Commercial team remain up to date with new market entrants, trends and developments within the marketplace and as such should maintain a current concessionaire and bidder database.

The database shall be managed by the Contracts Administration team but shall be updated by all Commercial team members. Each team member is responsible for ensuring that the details within their category in the database reflect the correct contact for each category. The database should be checked and updated on a monthly basis. All RFP’s will be issued using this database so the update of this information is critical. This database shall be used in conjunction with the Logix database which will manage all external communication with our concessionaires.

Any prospective concessionaire contact should be directed to the contracts team in the first instance by completing the concessionaire’s registration form and returning to Commercialenquiries@adac.ae.

These forms should then be sent directly to Procurement to be processed through the registration process and added to the Abu Dhabi Airports approved concessionaire database.

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10.

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HSE Compliance

The main aim of HSE compliance is to reduce a company’s risk of litigation. This is achieved by making sure that the company’s / concessionaires and every team members comply with relevant regulations.

To facilitate the process for each company’s / concessionaires, Abu Dhabi Airports EHS & Compliance monitors changes to the Law and carries out detailed assessments to check compliance.

The best examples of good practice are noted on our Matari link http://ims.matari/default.aspx, and used as benchmarks.

Abu Dhabi Airports major values include the safety and health of the people around, prevention of incidents and protections of environment. We have rigorous performance management and to be an industry leader in accident prevention and to take a hands-on, progressive approach in the protection of our environment. In achieving these objectives, we will be guided by the following basic principles:  All accidents, occupational illnesses and environmental incidents are preventable  Compliance with applicable laws and governing regulations is a requirement  Working safely and protecting the environment are conditions of employment  Prevention of injuries, occupational illnesses and environmental incidents are the company’s main priorities.

10.1

Leases Policy

 All concessionaires shall comply with applicable laws and regulations governing occupational health, safety and the environment.  Concessionaires must provide a healthy, safe and environmentally secure workplace for employees and other persons affected by their activities.  Must maintain an ongoing process of workplace hazard identification, take actions to eliminate or decrease the hazards and provide procedures, practices and personal protective equipment as required to provide a safe work atmosphere.  Advise employees of their responsibilities to meet safety and environmental standards, make health and safety performance a key factor in individual performance appraisals, evaluate and reward accordingly.  Provide employee training in healthy, safe work practices and environmental protection.  Motivate employees to take personal responsibility for their safety and the safety of their coworkers. No employee is required to work at a job which they have reason to believe is not safe, healthy or environmentally sound.  Manage safety like any other key aspect of their business by establishing goals and objectives for continuous improvement, measure and report performance.  As part of Abu Dhabi Airports health and safety periodic check, this is applicable to all concessionaires operations to ensure compliance with existing laws, regulations, policies and procedures.  Devote sufficient resources to ensure exceptional health, safety and environmental performance.  Require employees to comply with all health, safety and environmental policies and procedures.  Requires employees to report any health, safety and environmental hazards, accidents and near miss incidents to their supervisors, or management immediately.

Through these actions and with the full cooperation of all employees working as a team, we will reach our objectives of being an industry leader in accident prevention and in protecting our environment.

Available documents:

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          10.2

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Airport Lounges Portfolio HSE SOP Waste Disposal SOP Food Operations SOP Food Operations H&S SOP Food Operation Policy Delivery SOP Store and Logistics SOP US-CBP Downstream SOP Outlet Audit, Kitchen Audit & HSE Audit Concessionaires / Tenant Responsibilities

All Concessionaires are required to demonstrate compliance with Abu Dhabi Airports EHSMS, through initially the provision of the following:    

Risk Assessments of the concessionaires Method Statements Waste Management Plan Segregation of waste where feasible to facilitate the recycling process

All concessionaires are required to comply with the following manual and laws:     

Abu Dhabi Airports IMS manual Federal Law (labour no. 8) Hygiene Regulation no. 6 ADFCA, Food Law no. 2 Abu Dhabi EHSMS Regulatory Framework

 Concessionaires shall ensure all relevant employees have the required certificate of medical fitness are licensed with ADFCA.  Concessionaires shall ensure all dining facilities, food storage, and food preparation facilities are registered with the ADFCA in accordance with Abu Dhabi Food Control Authority (ADFCA) Regulation no. 4 of 2010.  Concessionaires must ensure procedures and policies for managing dining facilities and food preparation operations are in accordance with ADFCA Regulation no. 6 of 2010.  Concessionaires shall ensure procedures and policies of food preparation operations are in compliance with the requirements of ADFCA Regulation no. 3 of 2008.  Concessionaires must ensure all supply / food chain entities have implemented appropriate EHS systems / control measures.  Concessionaires must ensure the food preparation area is located in an appropriate location, kept clean and maintained in good condition.  10.3

Abu Dhabi Airports Responsibilities

 Abu Dhabi airports’ responsibility is to incorporate HSE requirements set by Abu Dhabi Airports EHSMS and Abu Dhabi Regulatory Authorities to all concessionaires and Abu Dhabi Airports employees within Emirate of Abu Dhabi.  Abu Dhabi Airports has established a formal systematic methodology, for hazard and environmental aspect identification and undertaking risk assessments. This process takes due

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   

   

10.4

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consideration to legal and regulatory requirements as well as operational and technological change.

Abu Dhabi Airports has dual focus on risk the first is safety and this is addressed the Abu Dhabi Airports SMS and ANS SMS and the second element is EHS. Abu Dhabi Airports determines significance / prioritization of risks, in accordance with GCAA CAR requirements and EHSMS COP05, respectfully.

Abu Dhabi Airports have established measurable objectives and safety performance indicates based on risk and GCAA requirements at relevant functions.

Abu Dhabi Airports shall establish the requirements and standards for occupational food handling and food preparation. The intent of the standard is to help ensure each team member health, safety and environmental performance by providing detailed guidance and best practice to equip both the concessionaire’s employees and Abu Dhabi Airports employees with the knowledge to enable them to avoid or eliminate the hazards, and thus reduce the risk in their day to day activities.

Abu Dhabi Airports shall undertake their role and responsibilities in accordance with the general requirements of AD EHSMS RD – Element 01 – Roles, Responsibilities and Self Regulation.

Section 3.2.5.

Abu Dhabi Airports shall monitor if risk assessment is being perform in accordance with AD EHSMS RF – Element 02 – Risk Management to determine the risks associated with dining facilities.

Abu Dhabi Airports shall ensure through contractual arrangements and monitoring activities is inspected to ensure health, safety and environmental performance.

Monitor at periodic intervals the level of hazardous materials or agents in the workplace and keep and post accurate records. Only allow workers who have passed the required physical and medical examination to work or be in the workplace; Employees and Contracted Staff

This level of organization includes all employees of Abu Dhabi Airports, up to and including the CEO, as well as those individuals on Abu Dhabi Airports payroll on a contract basis.

The EHS responsibilities attached to this level include the following:  Learning, understanding and practicing EHS policies and procedures  Taking every possible precaution to protect themselves and fellow workers from health and safety hazards and unsafe conditions.  Reporting of unsafe practices and conditions to immediate supervisor or to the department EHS committee.  Reporting occupational injury or illnesses immediately to their supervisor.  Using personal protective equipment, where required.  Reporting any breach in the Abu Dhabi Airports EHS policies and procedures.

10.5

Contracts and Sub Contracts

This classification is external to the Abu Dhabi Airports organization, and includes all those individuals or organizations working on contract for the Company.

The EHS responsibilities attached to this classification includes:  Demonstrating the establishment of an EHS Policy statement and maintenance of an EHS program, with objectives and standards consistent with applicable legislation and Abu Dhabi airports’ EHS requirements.

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December 2013  Include environment, health and safety provision in their management system to reach and maintain consistently high level of health and safety.  Ensuring that workers in their employ are adequately trained in the work being undertaken, are aware of hazardous substances that may be use at the workplace, and will wear the appropriate personal protective equipment required at work.

10.6

Visitors, General Public and Passengers

This classification is external to Abu Dhabi Airports organization and includes all those individuals or organizations not identified in the above classifications.  Where appropriate signs will be posted at conspicuous areas to inform the visitors, passengers and the general public about restricted access or requirements to report to a receptionist before proceed further.  Visitors and general public will not be allowed to wander unescorted, in areas are normally restricted to employees.  In the event that visitors are required to enter a work area that is normally restricted to employees:  The supervisor of the work area shall be responsible for ensuring that the visitor is aware of the relevant workplace EHS rules and is under supervision of a regular employee.  Any and all required personal protective equipment will be provided and used by the visitor.

These guidelines sets to perform the day to day task at Abu Dhabi Airport premises, within set procedure of Abu Dhabi Airports and Concessionaires by following best procedure of the company and best working practices to minimize possible hazards and guarantee the best service possible for all the relevant individual.

11.

Store Fit Outs and refurbishments

To ensure that our concessionaires comply with our fit out regulations and expectations in terms of store build and design we have developed 2 fit out guides. These guidelines cover the fit out of a shell and core development and a white box development which is discussed during the pre start meeting and include the following elements;            

Responsibility of concessionaire and Abu Dhabi Airports Fire safety and regulation requirements Requirements for alterations and additions within the airport Renovation guidelines Material requirements Emergency procedures and requirements PA announcements Flight Information Monitors Telecoms and data Commencement of work After work completion Insurance requirements

These guidelines should be provided to the concessionaire following the award of a new contract or during any early development discussions with a concessionaire operating at the airport. All discussions regarding the content and queries should be directed to the architect in Commercial.

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These guides can be found in appendix 1 and 2 of this document.

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