ADDENDUM NUMBER 1. This Addendum No. 1 consists of the following and is incorporated hereto and made a part hereof the City s RFP:

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1 ADDENDUM NUMBER 1 REQUEST FOR PROPOSALS (RFP) NON-EXCLUSIVE ON-AIRPORT RENTAL CAR CONCESSION ROBERTS FIELD-REDMOND MUNICIPAL AIRPORT NOTICE TO PROPOSERS The City of Redmond, Oregon (City) hereby issues this Addendum Number 1 (No.1) to its RFP for Non-Exclusive On-Airport Rental Car Concession, Roberts-Field Redmond Municipal Airport. This Addendum No. 1 consists of the following and is incorporated hereto and made a part hereof the City s RFP: a. City Responses to Proposer Questions: i. Final Questions from Enterprise Holdings, LLC, dated June 28, 2016 ii. Pre-Proposal Questions from Enterprise Holdings, LLC, dated June 10, 2016 iii. Pre-Proposal Questions from Avis & Budget, dated June 14, 2016 b. Revised Exhibit B to the RFP c. Revised Exhibit C to the RFP d. Revised Exhibit F to the RFP Page 1

2 I. FINAL QUESTIONS FROM ENTERPRISE HOLDINGS, dated June 28, 2016 General Items: 1. What is the City s policy with respect to off-airport car rental operators? If they are allowed to access the airport, what is the applicable fee structure? Answer: The City of Redmond, Oregon (City) does not currently have adopted formal rules and regulations pertaining to off-airport rental car operators; however, Section (2)(b), of City Code (see Attachment 1) requires such operators to obtain permission from the Airport Director to conduct business at the Airport. Should such an operator approach the Airport Director, or he/she becomes aware of such an operation(s), fees, policies, and procedures governing such activity will mirror current airport industry practice. 2. We have the following questions and comments relative to the planned new QTA facility. While these may not be directly RFP-related, it is important as potential proposers that we understand the QTA situation, particularly as the QTA is planned to open during the Term of the upcoming concession agreement: Answer: The City s Proposed Rental Car Quick Turnaround (QTA) and Vehicle Service Facility shall answer the following questions: a. Please confirm that an Addendum will be prepared to incorporate the new QTA and applicable business terms associated with the QTA into our concession agreements and that such business terms will be negotiated in advance and in good faith with the RAC concessionaires. Answer: The language submitted through this question is currently provided in Section 5.6 of the City s Concession Agreement (Appendix G of the RFP). In order to provide clearer understanding of the scope/use of the CFC, the City will amend the definition of Customer Facility Charge (CFC) in Article I of its Concession Agreement to: Customer Facility Charge or CFC shall mean the charge imposed by the City for the purpose of recovering costs associated with improvements which have been or will be made by the City associated with the planning, design, financing, construction, operation, and maintenance of: a car rental wash and fuel quick turnaround facility (QTA); the existing ready/return and overflow parking facilities at the Airport; and/or expanded ready/return and overflow parking facilities at the Airport. The CFC shall be established pursuant to City ordinance and collected from each rental customer arriving at the Airport and renting a vehicle from an on-airport or off-airport car rental company serving the Airport. In addition, the Section 5.6, Customer Facility Charge, of the Concession Agreement will be amended to include the following: The Customer Facility Charge shall be Three Dollars ($3.00) for each day of each rental (such rate being subject to adjustment from time to time by the City), but not to exceed seven (7) consecutive days of rental, and shall be levied on the rental at the Airport of any rental vehicle. Each twenty-four hour period or fraction thereof within the rental period shall constitute a separate day for which the CFC must be levied and collected. Page 2

3 RFP Items: b. We are withholding extensive comments on environmental considerations relative to the QTA but please understand that it is necessary that the addendum referenced above contemplate an environmental baseline assessment of the QTA site along with significant other language relative to the fueling system, hazardous substances and other related environmental provisions. We cannot be required to commit to using the CFC at this time without the details clearly specified. So to the extent the proposed terms are not reasonable or acceptable we will need the ability to have a No Go decision or to opt out of the facility. Our preference of course is that we work collaboratively to develop reasonable business terms but to the extent these won t be fully established during the RFP process then we of course cannot be obligated to whatever future terms are established unless they are acceptable to us. Answer: The City will conduct a Phase I Environmental Due Diligence Audit (EDDA) of any site proposed for construction of new or expanded rental car facilities (i.e. QTA facility and paved/expanded overflow parking lot). This EDDA will establish a baseline of environmental conditions at time of construction. c. As discussed in the meeting our expectation and understanding is that the design of the QTA will be collaborative with the RACs and incorporate our reasonable comments and requirements. We would appreciate your confirmation here. Answer: The City will work in close coordination with the Rental Car Companies selected to operate at the Airport as the result of this solicitation to design a mutually beneficial project(s) to be financed with CFC revenues. It is the City s hope that the briefing by the Airport Director on the preliminary concepts and scope for the QTA during the June Comments on requirements for audited financial statements: a. Page 4, Sec. 4, second paragraph (see also Page 13, Exhibit A, #9). We have asked that certain requirements be waived for Incumbent operators as unnecessary. However, if not waived please understand we are unable to provide audited financials; as a privately owned company, reports provided by a CPA are not a part of the financials of EAN Holdings, LLC (Proposer). We request that, in lieu of financials being provided by CPA, City accept a certification letter from Proposer s Chief Financial Officer along with Proposer s balance sheets and statements of comprehensive income. Many other airports that require financials accept this alternative. Answer: Certain requirements stated in Section 4, second paragraph and in Exhibit A, # 9 on page 13 of the RFP will not be waived for incumbent operators. However, for privately owned companies, the City will accept a certification letter from Proposer s Chief Financial Officer along with Proposer s balance sheets and statements of comprehensive income in lieu of financials provided by a CPA. b. Page 13, Exhibit A, #9 - Again, please confirm that City will accept a certification letter from Proposer s Chief Financial Officer along with Proposer s balance Page 3

4 sheets and statements of comprehensive income, in lieu of financials being provided by a CPA. Reports provided by a CPA are not a part of our financials of EAN Holdings, LLC (Proposer). Answer: For privately owned companies, the City will accept a certification letter from Proposer s Chief Financial Officer along with Proposer s balance sheets and statements of comprehensive income in lieu of financials provided by a CPA. 4. Page 6, RFP Schedule. Please allow ample time between the time City issues final answers/ Addenda and the time bids are due; it should be no less than 3 weeks. Please either provide responses to questions earlier (perhaps July 7 th ) or extend close date 1 week to allow us 3 weeks from receipt of final answers/addendum on the contemplated July 14 th date to prepare our bid submission and deliver. Answer: RFP submission due date has been changed from July 27, 2016 to August 3, Page 8, Sec. 19. It is important that all of the terms and conditions specified in the RFP and any/all issued addenda will be incorporated and made a part of the Concession Agreement. Please add language to the RFP and to the Concession Agreement that states: The Request for Proposals, including any and all issued addenda and questions and answers, are hereby incorporated into and made a part of the Concession Agreement. Answer: Section 19, Page 8 of the RFP is amended to read: The Request for Proposals, including any amendment, all issued addenda and questions and answers, are to be incorporated into and made a part of the Concession Agreement. Section 3.1, of the City s Concession Agreement is to be amended to include a new subparagraph d : The Request for Proposals, including any and all issued addenda and questions and responses. 6. Page 8, Sec. 19 Trade Names and Dual Branding. Please confirm that no additional brand can be added to any bidder s concession agreement during the term of the agreement and that operator may only operate the brand or brands that it specified in its proposal. Please further clarify that Concessionaire may not add or change brands, since some language contemplates City may approve (see RFP Sec. 19) while other language seems to prohibit (see Exhibit B Bid Form; Art. VII.L of Concession Agreement). Answer: Page 8, Section 19 of the RFP is hereby amended to reflect this change. 7. Page 8, Sec. 19 Trade Names and Dual Branding. Please confirm that a single legal entity that controls more than one car rental brand may submit more than one proposal under the RFP provided that each proposal is for a different brand or brands. This is consistent with past practice and we simply wish to confirm. Answer: Page 8, Section 19 of the RFP is hereby amended to reflect this change. 8. Page 12, #8 change your firm to Proposer as the former is not defined. Answer: Page 12, #8 is amended to replace the word firm with Proposer Page 4

5 Items in both the RFP and Concession Agreement: 9. Minimum Annual Guarantee and True up of MAG and Percentage Fees. Comments on various sections of RFP and Concession Agreement as indicated. As discussed the Minimum Annual Guarantee as written in certain sections could imply that we actually have a monthly guarantee equal to 1/12 th of the annual amount. We know this is not the intent and needs to be clarified per our suggestions below. In addition we need confirmation that for each Agreement Year where our aggregate payments of MAG and Concession Fees exceed the amount owed (i.e. the greater of MAG or 10% of our Gross Revenue) that there will be a true-up and that any excess payment amounts will be refunded or credited to us. Answer: As has been practiced by the City, there will be a true-up to refund or to credit the RACs for any excess payment paid over the greater of MAG or 10% of gross revenues on an annual basis. The City will perform the true-up calculation and notify the RACs of the excess payment, if any. Page 5 a. RFP page 3, Sec. 3.a-b. Please allow for a rolling year-to-date true up of the MAG and Percentage Fees. Language is provided below for Sec 5.5(c) and can be also included in this section of the RFP. Answer: RFP Section 3.a. and 3.b. shall remain unchanged. b. Pages 34-35, Sec. 5.5(a). As written, the Minimum Annual Guarantee is really a monthly guarantee as the Agreement does not provide for annual reconciliation of the MAG and Percentage Fee payments, and language in this section only provides for calculation of the concession fee on a monthly basis. We request language in the first paragraph of subsection (a) be replaced with the following: (a) Concession Fee. For each full Agreement year, Concessionaire shall pay a Concession Fee equal to the greater of (i) a Minimum Annual Guarantee ( MAG ) as described below, or (ii) ten percent (10%) of the Gross Revenues during such Agreement Year. A Concession Fee based on ten percent (10%) of the Gross Revenues is hereinafter referred to as a Percentage Fee. Answer: Concession Agreement Section 5.5(a) will be revised by changing the title from Calculation of Concession Fee to Calculation of Monthly Concession Fee. The content shall remain unchanged. c. Pages 35-36, Sec. 5.5(b)-(c). Please note that language in Sec. 5.5(c)(i) which states that Concessionaire is to pay the greater of the Percentage Fee or the pro-rated MAG is inconsistent with Sec. 5.5(b)(i) which states that the 1/12 th of MAG payment is due in advance. We propose that instead, the City allow for a rolling Year-To-Date true up of MAG and Percentage Fees with elimination of MAG installment payment each Agreement Year once cumulative MAG installments and Percentage Fee payments reach or exceed MAG for that Agreement Year. We propose the following language be added to Sec. 5.5(b)(i): (b) Timing of Payment/Accounting. (i) Minimum Annual Guarantee (MAG). Except as provided in subsection (c)(i) below, one-twelfth of the MAG

6 Page 6 Answer: Concession Agreement Section 5.5(b)(i) will be revised by adding the above mentioned language. And that language in Sec. 5.5(c) be revised as follows: (c) Percentage Fee and Monthly Statement of Activity Report. Within twenty (20) days after the end of each month, Concessionaire shall provide to City an accounting of the Gross Revenues for the previous month and for the Agreement Year-To-Date. (i) In addition, the Concessionaire shall pay to the City by the twentieth (20 th ) day following the end of each month the Concession Fee percentage of the year-today actual Gross Revenues to the extent that amount exceeds the aggregate minimum annual guarantee and percentage fees paid Agreement Year-To-Date. During any month, in the event that the cumulative MAG installments and Percentage Fee payments reach or exceed the applicable MAG for that year, Concessionaire shall only pay the Percentage Fee payments for the remainder of said Agreement Year, with no monthly MAG installment due thereafter until the start of the next Agreement Year. Answer: Concession Agreement Section 5.5(c) will remain unchanged. To revise it based on the language suggested above will cause the City to do a true-up each month, which will not be efficient and effective timewise. d. Pages 39-40, Sec Please add language to provide for an annual reconciliation of the Concession Fee at the end of each Agreement Year, and to provide for payment/reimbursement in the event of any under/overpayment. We propose language as follows: The Concession Fee will be reconciled at the end of each Agreement Year. In the event an annual report indicates Concessionaire s underpayment of the Concession Fee during said annual report Agreement Year, the amount of such underpayment shall be remitted from Concessionaire to the City not later than thirty (30) days from the date the annual report was submitted to the City. In the event an annual report indicates overpayment of Concession Fees to the City, Concessionaire shall subtract the amount of such overpayment from its next monthly MAG payment; except that, if, after the last Agreement Year of this Agreement, Concessionaire is no longer a Concessionaire at Airport, such settlement shall be made as a cash disbursement from the City to Concessionaire, provided Concessionaire is not then in default under the terms of this Agreement. This provision shall survive the termination of this Agreement. Answer: Concession Agreement Section 5.9 will remain unchanged. To satisfy the above suggestion, the section 5.5(d) will be deleted and replaced by: 5.5.(d) True Up of Annual Concession Fee: For each full Agreement Year, Concessionaire shall pay a Concession Fee equal to the greater of (i) a Minimum Annual Guarantee ( MAG ) as described below, or (ii) ten percent (10%) of the Gross Revenues during such Agreement Year. A Concession Fee based on ten percent (10%) of the Gross Revenues is hereinafter referred to as a Percentage Fee. The

7 Concession Fee will be reconciled by the City at the end of each Agreement Year. In the event the reconciliation indicates Concessionaire s underpayment of the Concession Fee during said Agreement Year, the amount of such underpayment shall be remitted from Concessionaire to the City not later than thirty (30) days from the date the City notifies the Concessionaire of the underpayment. In the event the reconciliation indicates overpayment of Concession Fees to the City, the City shall issue a credit memo to the Concessionaire to be applied against its next monthly payment; except that, if, after the last Agreement Year of this Agreement, Concessionaire is no longer a Concessionaire at Airport, such settlement shall be made as a cash disbursement from the City to Concessionaire, provided Concessionaire is not then in default under the terms of this Agreement. This provision shall survive the termination of this Agreement 10. Comments on the CFC. Please note that with the planned implementation of the CFC in October, there is a requirement for expanded language beyond what is contemplated in the RFP and in Section 5.6 of the Concession Agreement. Many of the necessary and relevant provisions are missing. We had previously provided language, some of which was incorporated into an Addendum for our current agreement. The new language proposed is a step backwards from the Addendum. a. Page 4, Sec. 3.g and Sec. 5.6 of Concession Agreement, p. 36. Please replace the currently contemplated CFC language with the attached CFC language that more appropriately covers the various CFC-related considerations. Answer: See Response 1, General Items, of this Addendum for the language the City is utilizing in its Concession Agreement. Page 7 b. Page 35, Sec. 5.5(b)(v). Please note that CFCs cannot be paid in advance as required here. These can only be paid in arrears after collected from customers. Please revise to be due by the twentieth (20 th ) day following the end of each month, as follows: (i) Customer Facility Charge. Concessionaire shall remit the CFC proceeds held by the Concessionaire to the City on a monthly basis on or before the 20 th day of each month following the month in which the CFCs were collected. Answer: Section 5.5(b)(v) of the Concession Agreement is to be revised to require Concessionaires to remit the CFC proceeds held by the Concessionaire to the City on a monthly basis on or before the 5 th day of each month following the month in which the CFC were collected. Concession Agreement Items: 11. Page 29, Yearly Financial Statement. Please allow the Yearly Financial Statement to be certified by an authorized representative of Concessionaire rather than an independent CPA, as is allowed in our current agreements. Answer: Paragraph 2 of Section 1.2 of Concession Agreement will be revised to allow the Yearly Financial Statement to be certified by an authorized representative of Concessionaire. 12. Page 30, Sec 3.4 please delete last paragraph. It is unreasonable that we must accept the premises as-is and then be responsible for any required remediation or restoration, particularly with respect to any potential hazardous substances. Also item (vi) relating to

8 hazardous substances should be made subject to an environmental baseline report establishing the condition of the premises at commencement of the Lease. Answer: The last paragraph of Section of the Concession Agreement shall remain as presented. This language is applicable in the current Concession agreement and the City desires to keep it in-tact into the next Agreement. Item (vi) will be revised to read: the presence of hazardous materials or industrial wastes caused by the Concessionaires on, under or about the Terminal, the QTA, and Ready/Return and Overflow Premises; 13. Page 35, Sec. 5.5(a). Please add language to this subsection, providing that the minimum annual guarantee shall be abated during periods of significant passenger declines as follows: If, for any reason, the number of passengers deplaning on scheduled airline flights at the Airport during any monthly period shall be lower than 85% of the number of such deplaning passengers for the same month of the immediately preceding Agreement Year or of the year immediately preceding the first Agreement Year, the MAG shall be abated and only the Concession Fee of 10% will be due during the period of abatement." Answer: The City has been doing annual true-up within twenty (20) days of the new contract year, therefore it does not desire to change Section 5.5(a) of the Concession Agreement. 14. Page 36, Sec. 5.5(d). Please change the heading and reference to the annual audit and activity report to Yearly Financial Statement to be consistent with the defined terminology and the rest of the agreement. We believe the annual audit and activity report is in fact the Yearly Financial Statement. Answer: Section 5.5(d) of Concession Agreement will be deleted and replaced by the True Up Annual Concession Fee as mentioned on the answer to Enterprise Holdings Final Questions # 9 on page 5 of the Final Answers. 15. Pages 37, Sec. 5.7(a), second paragraph of page item (viii) (see also p. 29). Please strike the word audited from item (viii) in list, which does not appear in our current agreements. Or add if available to allow for the fact that some companies will not produce audited financial statements. Answer: Section 5.7(a) second paragraph, item (viii) of Concession Agreement will be revised by adding if available. 16. Page 40, Sec As discussed in the meeting, please strike the following requirements from this section, as these are subjective and unnecessary to report on an annual basis: (b), (c), (d), (e), (f), (g), (h), (I), and (j). We are unaware of any other airport that requires these items and question the necessity of providing them here. Answer: The Concession Agreement is to be revised as follows: Section 5.9(a) will be revised by adding A late penalty shall be applied at $ per business day for each day thereafter until received. The reason of this addition is because we will delete Section 5.5(d) of the Concession Agreement. See also answer for Enterprise Holdings Final Questions # 9 on page 10 of the Final Answers. Page 8

9 Deleting Section 5.9(b) Changing the language of Section 5.9(c) to read: A review of customer service issues, a complaint summary and how complaints were handled during the previous year if required by the Airport Director. Deleting Section 5.9(d) Deleting Section 5.9(e) Deleting Section 5.9(f) Deleting Section 5.9(g) Deleting Section 5.9(h) Changing the language of Section 5.9(i) to read: Concessionaire s latest organization chart and/or contact information; 17. Page 42, Art. VII(l). Please clarify last sentence to reflect that: Concessionaire shall be prohibited from operating at the Airport under any other brand name or names. Otherwise as currently written we are prohibited from operating any brands. Answer: Article VII (l) of the Concession Agreement will be revised by adding the word other as mentioned above. 18. Page 47, Sec Please delete and associated driveways, which is not in our current agreements. The removal of snow and ice from the associated driveways should be handled by the City while the assigned spaces would be the responsibility of the Concessionaire. Answer: The phrase and associated driveways will be deleted from Section 8.16 of Concession Agreement. 19. Page 48, Art. XI. We respectfully request mutual indemnification language be included: Except for damage or injury caused by the willful or negligent act or omission of Concessionaire, its agents or employees, City shall indemnify, defend and save Concessionaire, its agents, representatives, and employees from any and all lawsuits, claims, loss and damages of any nature whatsoever, including damage to property of any Concessionaire and the injury, including death, of employees, agents, or customers of Concessionaire arising either directly or indirectly out of any operations of the City hereunder, except lawsuits, claims, loss and damages arising out of the sole negligence of the concessionaire, their employees, or agents. 20. Page 57, Sec , we suggest re-naming this section Relocation and Reallocation to be clearer on its content. As discussed in the meeting the current reallocation language with the 4% trigger is very unclear and open to interpretation. We suggest you simply state that on an annual basis, parking stalls will be reallocated based on each operator s market share for the prior year. This is simple and standard, and avoids any confusion while balancing parking allocations with business volumes. Page 9

10 Answer: The of the Concession Agreement will be renamed Relocation and Reallocation. However, the 4% growth of any Concessionaire s cumulative market share since the inception of the Agreement that will start on October 1, 2016 will still be the basic rule for the relocation and reallocation decision. This is to eliminate relocating and reallocating for only a few spaces every year. 21. Page 57, Sec Please change the requirement to supply books and records back to all locations within ten (10) miles, as required in our current agreement. A 25 mile requirement is excessive and onerous. Answer: Section of the Concession Agreement will be changed to reflect the ten (10) miles requirement pertaining the Revenue Diversion. II. PRE-PROSAL QUESTIONS FROM ENTERPRISE HOLDINGS, dated June 10, 2016 RFP 1. Page 3, Sec. 3.c. Please note error in the second sentence stating rent escalation is for the Second and Third Years ; this should be the Third and Fourth Years Answer: Section 3.c. of the RFP has been revised. 2. Page 4, Sec. 3.f. Please note reference in second line should be to Section 5.1 of the Agreement rather than 5.2. Answer: Section 3.f. of the RFP has been revised. 3. Page 4, Sec. 4, second paragraph. Please confirm that a limited liability company is included under company ( each proposer must be a recognized company, corporation or partnership ), as it is not explicitly listed here. Answer: Section 4, second paragraph of the RFP has been revised by including the limited liability company. 4. Page 4, Sec. 4. We request that all incumbent operators (those that currently have a concession agreement at RDM) be exempt from providing information showing that they meet the Minimum Qualifications as this is unnecessary for current operators. Answer: All incumbent operators will not be exempted from providing information required in Section 4 of the RFP. (See also the answer to Enterprise Holdings Final Questions # 3 on page 2 of the Final Answers) 5. Page 6, Sec. 11. Please confirm that if you accept fewer than 5 Proposals, that no additional Concessionaire will be added during the term of the agreement. Any RAC interested in operating at the Airport should not be able to wait until it sees which companies bid and what MAGs are bid, and then subsequently enter into a contract at the minimum. This undermines the bidding process. Answer: If the City should accept fewer than five (5) proposals, no additional Concessionaire(s) will be allowed to operate on-airport during the term of the Agreement. Page 10

11 6. Page 7, Sec. 16. Please grandfather the counters for incumbent operators that are successful in the RFP. There is no material differences between the counters that would warrant the cost and disruption associated with relocation. Answer: The City will grandfather the counters for incumbent operators provided that it receives fewer than five (5) proposals, otherwise the counters will be assigned as stipulated in the RFP. 7. Page 12, Exhibit A, first paragraph. Regarding the requirement that this information must be sworn before a notary public is this fulfilled by signing and notarizing Exhibit C Affidavit? Or are Proposers required to attach a separate statement and attach it to Exhibit A? Answer: No, it is not fulfilled by signing and notarizing Exhibit C Affidavit. Proposers are required to obtain a separate notarization and attach it to Exhibit A Qualification Form. 8. Pages 12-13, Exhibit A Qualification Form. Please waive the following requirements for incumbent car rental operators at RDM: #4, 6, 9. Answer: Request # 4, 6, and 9 on Exhibit A Qualification Form will not be waived for incumbent car rental operators at RDM. 9. Page 12, Exhibit A, #1. Please change the word corporation in third line to company or expand to include Limited Liability Company, corporation, or partnerships, etc. to allow LLC s to submit a proposal under this RFP. Answer: Exhibit A Qualification Form is revised to include Limited Liability Company (LLC). 10. Page 13, Exhibit A, #9. Please note that in Sec. 4 of the RFP (p. 4), the financials requirement is for the last 2 years, whereas #9 requires the last 3 years; please clarify if this item is not waived for incumbent operators. Answer: Exhibit A, Qualification Form, # 9 has been revised. Complete financial report for the last two (2) completed fiscal years showing proposer s assets and liabilities are required from each Proposer. No exemption is given to incumbent operators. 11. Pages 16-18, Exhibit C Affidavit. Please note that there is no option to complete this form as a limited liability company. Please provide a revised form, or advise how an LLC should complete this form. Also, our officer list will exceed the space provided; please allow us to provide additional information on an exhibit/attachment, if necessary. Answer: Exhibit C Affidavit has been revised by adding a space for an LLC. See Attachment 3to the Final Answers. If officer list will exceed the space provided, Proposer is allowed to provide additional information on an exhibit/attachment. 12. Page 19, Exhibit D. Please allow us to use our own bid bond form, which is pre-approved by our surety, in lieu of City s form. A sample copy of our bid bond form is attached. Answer: Proposer is required to use the City s Proposal Bond form included in the RFP as Exhibit D. 13. Page 20, Exhibit E. Please advise the total number of parking stalls in lot. How many are ready/return? How many are overflow parking? Answer: Presently there are 120 spaces for Ready/Return and 104 spaces for Overflow parking. Page 11

12 14. Page 21, Exhibit G. Please advise on counter sizes (area) and lengths for each counter as the drawing is not entirely clear. Answer: A clear image of the Office/Counter Layout has replaced Exhibit F to the RFP. This same clear image will also replace Exhibit 2 to the Concession Agreement. Concession Agreement 15. Page 27, Gross Revenues. We respectfully request the following wording be added to the first paragraph less any charges excluded in the definition of Gross Revenues and net of any discounts, coupons or credits at the time the rental contract is closed the only amount concessionable should be the amount that the Operator actually receives as compensation for the rental. Answer: The definition of Gross Revenue is to be amended to include this language. 16. Please revise f) under Exclusions from Gross Revenue as follows: Any amounts received as payment and administration of parking tickets, tolls, towing & impound of vehicles, traffic and red light tickets, and other governmental fines and fees. Answer: Subparagraph f) under Exclusion from Gross Revenue of the Concession Agreement will be revised to include this language. 17. Please add in an additional exclusion h) Carbon Offset Fees. This fee is optional for our customers, and is to allow them to make their rental carbon neutral. 100% of all fees collected are passed through to a 3rd party to fund environmental initiatives. Answer: Subparagraph h) Carbon Offset Fees will be added under Exclusion from Gross Revenues in the Concession Agreement. 18. Page 30, Sec Please add in Most Favored Nations language providing that: In the event that any contract granted by the City to any other rental car company shall contain any terms and conditions more favorable to such company than the terms and conditions herein described (other than the number of allocated parking spaces and the location of the concession area, etc.), then this Agreement shall be amended to include such more favorable terms and any offsetting burdens that may be imposed on any such other company. The intent of this provision is to ensure that the City shall give due diligence to ensure Concessionaire will be able to compete on terms as equal as possible with all other rental car companies and to ensure that no other company shall enjoy any rights or privileges more favorable to such company than those enjoyed by the Concessionaire herein. Answer: This section is to be included in the Concession Agreement. 19. Page 39, Sec. 5.8(b) and (e). References to sec 5.6 should instead be to sec 5.5 (e). Answer: The Concession Agreement will be revised by changing references to Section 5.6 to Section 5.5(e). Page 12

13 20. Page 44, Sec Please allow 7 days after receipt to answer customer complaints instead of 72 hours, as is allowed in our current agreement. Answer: Section 8.7 of the Concession Agreement will be revised to allow 7 days for Concessionaires to respond to customer complaints instead of 72 hours. 21. Page 48, Sec. 12.1(a)(i). Please replace the word Comprehensive with Commercial. Answer: Section 12.1(a)(i) of the Concession Agreement will be revised by changing the word Comprehensive to Commercial. 22. Page 48, Sec. 12.1(a)(ii). Please replace the word matching with statutory. Answer: Section 12.1(a)(ii) of the Concession Agreement will be revised by changing the word matching to statutory. 23. Page 48, Sec. 12.1(b). Please add Except for Auto policies, to the beginning of this section. We cannot name City as an additional insured, as the City has no insurable interest in our vehicles. Answer: Section 12.1(b) of the Concession Agreement will be revised to add Except for Auto policies. to the beginning of this section. 24. Page 50, Sec. 14.1(e). Please add back language which has been deleted from the current agreement at end of sentence: within five (5) days following receipt by Concessionaire of written demand from City for payment; Answer: Section 14.1(e) of the Concession Agreement will be revised to add this language. 25. Page 52, Sec Please add back language which has been deleted from the current agreement at end as follows: City will not claim or have any lien of any kind, be it contractual or statutory, on or against Concessionaire s motor vehicles for non payment of any rent or fees due under the Concession Agreement, or for any default of Concessionaire or for any other reason, and City hereby waives all such liens available to City. Answer: Section 14.5 of the Concession Agreement will be revised by adding back the sentence mentioned above onto the end of this Section. III PRE-PROSAL QUESTIONS FROM AVIS & BUDGET, dated June 14, 2016 REQUEST FOR PROPOSALS: 1. Information states the City will award up to five (5) concessions. There have always been 4. There are only 4 counter locations. Why is the City offering five now, and where will a fifth brand operate? We already have an issue with the minimal number of parking stalls as well. Adding a brand will only dilute the pool further. Please explain the reason for increasing the number of operators? Answer: Due to the steady increase in Deplanements for the past ten (10) years (see RFP page 9, Section 20), increasing the number of operators will help the City to provide adequate ground Page 13

14 transportation to more passengers. The fifth counter currently assigned for Event Check-In will be converted into the Car Rental Office/Counter when we receive more than four (4) proposals. See Exhibit F attached for location of this proposed Office/Counter. 2. Please correct inconsistency in bid bond Payee. Page 1 states, City of Redmond. Page 2 indicates, City of Redmond, Oregon. Which is correct? Answer: City of Redmond, Oregon is correct. Page 1, fifth paragraph of the RFP has been revised. INFORMATION FOR BIDDERS Page 3, #3(a) Minimum Annual Guarantee shall be one factor considered by the City for selecting the highest and best proposals. We think that, after all other submittal information listed in the Qualification Form is reviewed and the Proposer meets the baseline qualifications to be a concessionaire, then the MAG should be the determining factor for ranking the Proposals and allocating all Premises at risk. Answer: After baseline qualifications are met, the MAG will be the determining factor for ranking the Proposals and allocating Premises. Page 4 (g): The implementation of a CFC requires more information with respect to the Project and how the funds collected will be spent before we can collect from our customers. Both this section, and the draft Concession language is lacking in sufficient information at this point. Please add Project scope and estimated timetable. Answer: Page 4, Section 3.g. of the RFP has been revised, and the Concession Agreement Article I Definition of Customer Facility Charges and Section 5.6 will be revised accordingly with a more descriptive CFC language. See also the answer to Enterprise Holdings Final Questions. In the alternative, the CFC section can be modified to remove the mandatory nature of the collection obligations and note a future CFC implementation after the Industry and City agree on a Project, appropriate CFC level and City Resolution for implementation is completed. Answer: The RFP page 4, Section 3.g. has been revised, and the Concession Agreement Article I Definition of Customer Facility Charges and Section 5.6 will be revised accordingly with a more descriptive CFC language. See also the answer to Enterprise Holdings Final Questions. Page 4, Section 4: In today s economy, and given the uncertain resale market, most companies are extending the life of their fleet beyond 2 yrs. 3 yrs. is now reasonable. Answer: Section 4 first paragraph of the RFP has been revised to increase the life of the fleet from two (2) years to no older than three (3) years. Section 8.6 of the Concession Agreement is to also be amended to reflect an increase in the life of the fleet from two (2) years to no older than three (3) years. Page 14

15 Page 4, Section 4: Language indicates submittal of Audited financial statements for the last two fiscal years. However, on Page 13, #9, the requirement is for financial statements for the past 3 years. Please amend and require for last 2 years only. Answer: Exhibit A Qualification Form # 9 has been revised. Complete financial report for the last two (2) completed fiscal years showing proposer s assets and liabilities are required from each Proposer. No exemption is given to incumbent operators. See also the answer to Enterprise Holdings Pre-Proposal Questions. Page 7, Sections 14, 15, 16: In return for its MAG, each successful bidder should be entitled to pick the location of its operating space, not Airport Management. This method of space selection is almost universally employed at all airports after a bid. That is the key to bidding one amount higher than another bidder, obtaining the preferred operating space, as determined what is preferred by the bidder. Finally, selection criteria should require contiguous space, not cherry picking throughout the lot by each bidder. Answer: Yes, locations will not be assigned by Airport Management. We will grandfather the counters for incumbent operators provided that we receive fewer than five (5) proposals, otherwise the counters will be assigned based on the bid amount. See also the answer to Enterprise Holdings Pre- Proposal Questions. Page 8: Trade Names and Dual Branding: It is understood a Proposer, for example, Avis Budget Car Rental (ABCR), may submit a Proposal to operate up to two brands, Avis and Budget. But, may ABCR also submit a second, separate proposal to operate a third brand it owns and operates, so long as it is a different brand that stated under the first Proposal? Answer: Yes, a proposer may submit a second and separate proposal to operate a third brand it owns and operates so long as it is a different brand that stated under the first proposal. See also the answer to Enterprise Holdings Final Questions. Page 9, our information collected this year regarding Gross Revenues by company has some anomalies. In addition to the total Gross by year, please provide the Gross Revenue reporting by company, for the past 12mos. Answer: The Gross Revenue Report spreadsheet was ed on June 21, 2016 to all participants of the Pre-Proposal Conference. Exhibit C Affidavit: In addition to the absence of a section for an LLC, the notary line implies an Oregon Notary only. Please delete, or affirm any state Notary is acceptable. Answer: City affirms that any state Notary is acceptable. Exhibit C to the RFP Affidavit has been revised. EXHIBIT D PROPOSAL BOND: Please confirm the attached FORM is acceptable. Answer: Proposer is required to use the City s Proposal Bond form included in the RFP as Exhibit D. See also the answer to Enterprise Holdings Pre-Proposal Questions. Page 15

16 EXHIBIT E PARKING LAYOUT: Please state the total number of parking stalls. Answer: Presently there are 120 spaces for Ready/Return and 104 spaces for Overflow parking. See also the answer to Enterprise Holdings Pre-Proposal Questions. EXHIBIT F OFFICE/COUNTER LAYOUT: Please identify location of 5 th Operator area. Answer: Exhibit F to the RFP has been replaced with a clearer drawing of the Office/Counter Layout. Exhibit 2 to the Concession Agreement will be replaced with a clearer drawing of the Office/Counter Layout. See Exhibit F to this Addendum Number One. See also the answer to Enterprise Holdings Pre- Proposal Questions. Exhibit G Concession Contract: Page 27, Definition of CFC should indicate what the Facility Fee will be used for. Answer: The RFP page 4, Section 3.g. has been revised, and the Concession Agreement Article I Definition of Customer Facility Charges as well Section 5.6 will be revised accordingly with a more descriptive CFC language. See also the answer to Enterprise Holdings Final Questions. Page 29, Definition of Financial Statement should not include any information pertaining to our operating expenses. This is not relevant to our payment obligations based on revenue only. Answer: The definition of Yearly Financial Statement stated in the Concession Agreement Article I will remain unchanged. Page 39, Section 5.9 Annual Reporting. We do not produce Annual Financial Statements, we provide our Gross Revenue information per Sections5.7 and 5.8. The information requested in (a) through (g) appropriate for rental car concessions. We will not agree to submit this information. Our companies are nationwide organizations that do not have micro plans per individual airport. We will not share customer complaints, or our organizational goals with airport staff. If any maintenance is needed, or capital improvements contemplated, we will submit the information as needed to obtain permits. None is foreseen within this Term. With respect to percentage of sales from fuel efficient vehicles, our revenue tracking is one, nationwide system. We track our revenue in a manner that is appropriate to our internal business needs. We cannot individualize our revenue systems to meet the individual interests of every airport that wants some information not relevant to our Concession Fee obligation of 10% or MAG. We would be happy to submit, as part of our Bid, corporate information concerning our overall efforts to green our fleet and our operations. Lastly, we can submit current contact information for our local and district managers, as well as individual corporate contacts that pertain to the Concession Agreement. Our company does not have one, simple organizational chart. Please strike this, it s not necessary. Page 16

17 Answer: Concession Agreement will be revised as follows: Deleting Section 5.9(b) Changing the language of Section 5.9(c) to read: A review of customer service issues, a complaint summary and how complaints were handled during the previous year if required by the Airport Director. Deleting Section 5.9(d) Deleting Section 5.9(e) Deleting Section 5.9(f) Deleting Section 5.9(g) Deleting Section 5.9(h) Changing the language of Section 5.9(i) to read: Concessionaire s latest organization chart and/or contact information; See also the answer to Enterprise Holdings Final Questions. RESERVATION TO SUBMIT FURTHER QUESTIONS: In addition to the comments above, Avis Budget Car Rental, LLC reserves the right to ask additional questions in writing, or at the Pre-Proposal meeting, prior to the Proposal Submittal deadline, to the extent necessary to prepare a Proposal package. Please address these issues, in writing at your earliest convenience. We look forward to discussing at the Pre-Proposal meeting. Answer: The City has answered all questions asked by Proposers. Each question in this document has been answered individually, with some being cross-referenced to similar questions. Page 17

18 EXHIBIT B TO THE RFP PROPOSAL FORM FOR NON EXCLUSIVE ON-AIRPORT RENTAL- CAR CONCESSION AT ROBERTS FIELD REDMOND MUNICIPAL AIRPORT DATE: Pursuant to your published notice of receiving proposals for the right and privilege of operating a NON-EXCLUSIVE ON-AIRPORT RENTAL CAR CONCESSION AT ROBERTS FIELD REDMOND MUNICIPAL AIRPORT, the undersigned hereby submits its proposal for the operation of such concession based on and subject to the terms, provisions and conditions contained in the Information for Proposers, the documents and agreements related or attached thereto, and the written commitments of the undersigned attached hereto, all of which documents have been read by the undersigned and to which the undersigned agrees. Based upon the terms, provisions and conditions of said documents, agreements, and commitments, the undersigned hereby agrees, for the right and privilege of operating an on-airport rental car concession at the Redmond Municipal Airport ( Airport ), in addition to paying the other fees and charges set forth in the form of concession agreement ( Concession Agreement ) attached as an exhibit to the Information for Proposers, to pay to the City of Redmond ( City ), whichever is greater, the stipulated sum of 10% of its Monthly Gross Revenues (as defined and as provided in the Concession Agreement), or one twelfth (1/12) of the following Minimum Annual Guarantee for each twelve month period of the first two years of the concession, as provided in the Concession Agreement, which Minimum Annual Guarantee for each twelve month period of the concession shall be not less than the amounts shown as follows for each such period: Proposal Amount Minimum Acceptable 1 st Year $ 100, nd Year $ 100, Total Proposal $200, Should the undersigned become a successful proposer and be awarded the right to operate an onairport rental car concession at the Airport, the undersigned agrees to execute the Concession Agreement, and provide a performance and payment security (bond or irrevocable letter of credit) as required by the Concession Agreement and deliver such bond to the City on or before execution of the Concession Agreement. The undersigned also agrees to pay, in addition to the above, the rents set forth in the Concession Agreement for the Parking and Office/Counter areas assigned to it pursuant to said Concession Agreement.

19 Concessionaires will be permitted to operate at the Airport using up to two (2) brand names only if the brand/trade names are 100% licensed to the Concessionaire. The undersigned intends to operate at the Airport using the following brand/trade names that are 100% owned or licensed to undersigned: Accompanying this proposal is either a cashier s check, certified check, treasurer s check, or a proposal bond in the amount of Twenty-five Thousand Dollars ($25,000) payable to the City as liquidated damages in the event the undersigned is a successful proposer and fails to execute the Concession Agreement or otherwise fails to comply with the requirements as set forth in the Concession Agreement within fifteen (15) days after receipt of written notice of the award from the City. Proposer hereby acknowledges receipt of Addendum One to June 2016 Request for Proposal (RFP) for Non-Exclusive On-Airport Rental Car Concession Roberts Field-Redmond Municipal Airport. It is understood, agreed, and acknowledged that the City reserves the right to reject any and all proposals and to waive any informalities, technicalities, and irregularities in the proposals received, and to re-advertise for proposals. Respectfully submitted, PROPOSER S NAME By: Title: Address: ATTEST:

20 EXHIBIT C TO THE RFP AFFIDAVIT STATE OF ) ) COUNTY OF ), being first duly sworn upon oath, deposes and says: Individual: That he is an individual doing business under the name of:, at, in the City of, in the State of. Partnership Only: That he is the duly authorized representative of a partnership doing business under the name of:, in the City of, in the State of. Corporation and LLC: That he is the duly authorized, qualified, and acting as of, a corporation or LLC, organized and existing under the laws of the State of. and that he, said partnership, LLC, or said corporation, is filing herewith a Proposal to the City of Redmond, Oregon in conformity with the attached Exhibit B Proposal Form.

21 Individual Only: Affiant further states that the following is a complete and accurate list of the names and address of all persons interested in said proposed contract: Name Address Partnership Only: Affiant further states that the following is a complete and accurate list of the names and addresses for the members of said partnership: Name Address Corporation and LLC: Affiant further states that the following is a complete and accurate list of the names and addresses of the officers and directors of said corporation or LLC: Name Address President Vice President Secretary Treasurer Directors