Raymond D. Anderson, Esq., Senior Director, Commercial Properties and Concessions

Transcription

1 _ GREATER ORLANDO AVIATION AUTHORITY Orlando International Airport One Jeff Fuqua Boulevard Orlando, Florida TO: FROM: All Qualified Bidders Raymond D. Anderson, Esq., Senior Director, Commercial Properties and Concessions DATE: August 15, 2018 SUBJECT: Addendum No. 1 - Invitation to Submit Competitive Bids for Automobile Rental Concessions at Orlando International Airport, dated May 7, 2018 This Addendum No. 1 ("Addendum'') contains answers to questions submitted to date regarding the Invitation to Submit Competitive Bids for Automobile Rental Concessions at the Orlando International Airport. Except for the revisions and clarifications contained herein, the Invitation to Submit Competitive Bids remain unchanged. QUESTIONS SUBMITTED JULY 26, Please allow us an additional two weeks for this submittal. This is a substantial long-term commitment and requires additional corporate approvals. The deadline for submissions is extended to 2:00 p.m. EDT, October 1, Rates for QTA, Ready/Return, Overflow Parking and Counters increase annually at 5%. That is an unrealistic escalator. Please tie any increase to CPI. The Counter rent adjustments are tied to the annual Terminal Premises Rate adjustments. The Aviation Authority consents to revise the annual rent increase for the Ready/Return, QTA and Wetherbee to 3% per year. 3. Please limit the number of copies to one given we are submitting a CD. 4. Please confirm that the MAG established for the first year of this term will be based on 85% of actual revenues. Firms may not meet their MAG in the last year of the agreement and they should not be penalized based on a previous contract s terms. The MAPF for the first term for Tier A is revised to 85% of 10% of Gross Receipts for Calendar Year The MAG for the term of the agreement should be annually adjusted based on 85% of the prior year s revenues. You are requesting a financial commitment for the year 2031 in this agreement and we simply don t know the nature of our industry that far out. A floating MAG at least provides the industry with some level of insurance in the event we see major changes in our industry. Alternatively, the MAGs could be readjusted to 85% of the prior year s revenues following any reallocation (every three years) of ready/return spaces. 1

2 6. The Location Bid is not necessary. All bidders in Tier A have been pre-qualified and space is going to be allocated in accordance with market share, as it should be. If these funds are necessary for QTA maintenance, then increase the CFC by a nominal amount and fund those repairs. 7. Commencement Date Based on the South Terminal scheduled opening of 2021, there should not be a MAG in the shoulder period between the end of the current contract and the opening date. The current Agreement and MAPF will be extended on a month-to month basis under its existing terms to the Commencement Date of the new Agreement. 8. Contract Bond Hertz currently provides a performance bond of $4,322,000 and DTG a performance bond of $3,668,000. Rather than require another substantial bond be in effect at one time, we propose that a nominal bond amount of $50,000 be required upon Effective Date, and that upon Commencement Date the bond be increased to 25% of MAPF. The bond required under the current agreement may be amended to protect the Authority for Company s obligations under the new Agreement upon the Effective Date of the new Agreement. A new bond will be required upon the Commencement Date. No change to the form or amount required are granted. 9. Please clarify the language of Section 8 on page 12 regarding bond amounts and whether it includes CFC charges. We request the Authority provide written notice of new MAPF and 3 months average CFCs (if that is part of the bond amount) to Concessionaire prior to each Agreement year. In Section 2.9 of the RFQ (see excerpt below) the bond amount was defined as 25% of MAPF. The Contract Bond or Letter of Credit will equal 25% of the MAPF plus three times the monthly average of CFCs collected during the prior Agreement Period. 10. With regard to the Location Bid, in Section 3 of the RFQ, it specifies three yearly payments, rather than two. Again, we prefer this be funded in other ways. If you insist upon keeping it, then these funds should not be remitted until commencement of the new agreement. The Location Bid amount is required in two payments; the first payment upon execution of the Agreement and the second payment one year later. 11. Article 1.CC, page 6: Please modify the definition of Gross Receipts to specifically exclude charges for fuel and fuel related services. 12. Article 1.CC.9: This provision implies we are reporting revenue in the month the rental agreement closes versus an accrual basis (revenue reporting over the period the vehicle is rented). Is this correct? This language is unchanged from the previous agreement, reporting continues in the same fashion. 13. Article 1.CC.12: This provision seems to assume a discount for everything on the rental agreement, including taxes and surcharges. Please allow discounts to be assigned to time and mileage for administrative purposes. 14. Article 1.CC.16: Do we include amounts in Gross Receipts for non-revenue rentals? 2

3 Yes. 15. Article 1.CC.17: Exhibit O should be provided. Exhibit O is provided on page 149 of Volume A, posted on the Aviation Authority s website. 16. Article 1.MM: Throughout, should be modified to the Chief Executive Officer s reasonable discretion. 17. Article 2(C): Non-Exclusivity: Please confirm if companies offering short term, hourly, or car sharing vehicle rentals are considered companies engaging in rental Automobile concession agreements. If so, such companies should not be granted a car rental concession or other on-airport agreement or permit on terms more favorable that those granted herein. Such companies are required to comply with the Aviation Authority s Ground Transportation Rules and Regulations, including obtaining a permit, operating as off-site car rental companies and remitting payment to the Aviation Authority for their use of the Airport. 18. Article 2(D): Relocation: The last word of subsection (a) should be AND, not or. Subsection (c) can be removed. 19. Article 2(H)(2)(c): Any inspection of Company s premises by the Authority should be accompanied with notice. The Aviation Authority will provide 24 hour notice for inspections, except in the case of an emergency. 20. Article 4(C): Please modify so that in the event there were fewer than 5 Concessionaires it would not ignite a termination right for the Authority. This would affect the finances of the CFC and unfairly leaves the other concessionaires in a bind. The Aviation Authority consents that in the event there are fewer than three (3) Concessionaires at any one time, the Aviation Authority reserves the right to terminate the Agreement. 21. Article 4(D): Please modify so that any replacement/new concessionaires would not have different terms and conditions all existing rental car Concessionaires should operate under the same terms and conditions, except for space allocation. While the Aviation Authority strives to treat all similarly situated entities equitably, experience has shown that companies may have unique needs and requirements. The Aviation Authority may require different accommodations from different companies due to their unique circumstances. In order to efficiently use its premises, the Aviation Authority shall retain the right to make unique arrangements with different companies as necessary. 22. Article 5(A)(2) and (3): Please modify to the twentieth (20 th ) day. 23. Article 5(B)(3) and (4) and (6): Note the increase by 5% at the beginning of each Agreement Period. Please replace with CPI. The Aviation Authority consents to limit the annual rent increases for the Ready/Return, QTA, and Wetherbee to 3% per year. 3

4 Article 5(C)(1) and (2): Please adjust to the twentieth (20 th ) day of each calendar month. 24. Article 5(F): Please provide a cap on number of audits during the Term, unless for special circumstances. 25. Article 6(F): In no event shall Company s rental car fleet or electronic equipment become the property of the Authority. The Aviation Authority consents to this revision. 26. Article 7(B)(2): Any inspections should be accompanied with notice. The Aviation Authority will provide 24 hour notice for inspections, except in the case of an emergency. 27. Article 7(B)(3): We need to be indemnified over any hazardous condition that is not caused by Company. Please incorporate such indemnification when discussing hazardous conditions. 28. Article 7(G)(4): Please revise first sentence as follows to limit Company s liability to only damage it causes: with respect to Company s operations at the QTA during the Concession Agreement Company hereby agrees to conduct and pay for such remediation. Please remove whether or not Company itself caused such environmental damage. 29. Article 7(H): We respectfully request that the Authority reduce the overhead fee to a more reasonable fifteen percent (15%). The Aviation Authority consents to this revision. 30. Article 10: Please incorporate a twenty-four hours advance notice provision prior to entry into the Premises, except in the case of an emergency. The Aviation Authority will provide 24 hour notice for inspections, except in the case of an emergency. 31. Article 12(B): In the event of substantial damage, please consider providing an equitable abatement in proportion to the effect of such damage. 32. Article 12(E): Any reduction in space should be accompanied by a reduction in the MAPF or Terminal Premises Rate. The Terminal Premises Rate will be applied and if the substitute space is less, will result in reduced Annual Rental fees. 33. Article 13(C)(5): Please delete this section entirely. 4

5 34. Article 15: Please add language to the beginning of the second sentence as follows: Except as to claims of loss or damage sustained due to the negligence, wrongful acts or omissions or willful conduct of Authority, its agents, representatives, employees, contractors, or subcontractors 35. Article 16(B): Please delete this section entirely. 36. Appendix 1(G): Any inspection of Company s premises by the Authority should be accompanied with notice. The Aviation Authority will provide 24 hour notice for inspections, except in the case of an emergency. 37. Appendix 1(K): Such service should be capped at once every two years, without special circumstances giving rise to such survey. 38. Would the Airport consider either: (A) open up the bidding process to two Tier B bidders so that Fox has a realistic opportunity to submit a bid; or (B) qualify Sixt as a Tier A bidder because of Sixt s virtually unlimited financial resources. QUESTIONS SUBMITTED JULY 27, Please extend the due date at least 30 days. The Aviation Authority consents to extend the due date to 2:00 p.m. EDT, October 1, Please limit the number of copies to one as we are also submitting a CD. 3. Please verify each current MAPF for each of the Tier A qualified bidders. The existing MAPF for each of the Tier A qualified bidders are as follows: Advantage OPCO, LLC - $3,617,148.12; DTG Operations, Inc. - $10,120,819.68; The Hertz Corporation - $11,900,000.04; Avis Budget Group - $14,533,580.28; and Enterprise Leasing Company of Orlando, LLC - $26,929,483.20; 4. Please confirm that the MAG for the first year of the agreement will be 85% of actual revenue. The MAPF for the first term for Tier A is 85% of 10% of Gross Receipts for Calendar Year The MAG should readjust every year to 85% of the prior year s revenue with NO floor. If you will not permit this- then please reset the MAG every 3 years. 6. Since the space will be assigned by market share and we are all prequalified please delete the location bid. The funds needed for the QTA can be obtained via a slight CFC increase. 5

6 7. How/when will the location bid money be paid? Please clarify. If you are not willing to fund this amount via the CFC kindly make payment due upon commencement of the agreement. The Location Bid amount will be made in two payments one upon execution of the Agreement and one a year later. 8. There should be no MAG between end of current agreement and start of new one. The current Agreement and MAPF will be extended on a month-to month basis under its existing terms until the Commencement Date of the new Agreement. 9. Rates for RR spaces, QTA, overflow and counters need to be tied to CPI increases, not a 5% increase annually. The Counter rent increases are tied to the Terminal Premises Rate adjustments. The Aviation Authority consents to limit the annual rent increases for the Ready/Return, QTA, and Wetherbee to 3% per year. 10. Contract bond- please allow us to post a bond equal to 25% of the MAPF- due on commencement date. Is the CFC included here? The Contract Bond or Letter of Credit will equal 25% of the MAPF plus three times the monthly average of CFCs collected during the prior Agreement Period. The bond required under the current agreement may be amended to protect the Authority for Company s obligations under the new Agreement upon the Effective Date of the new Agreement. A new bond will be required upon the Commencement Date. No change to the form or amount required are granted. QUESTIONS SUBMITTED AUGUST 2, Schedule A, SCHEDULE OF ACDBE PARTICIPATION: Please provide this as a Fillable Word Document to enable typing. An editable PDF of the ACDBE form is attached as Exhibit D to this Addendum. 2. Is the 7% ACDBE goal based on gross revenue or total goods/services? The goal is based on total purchase of goods and services at the Airport only. 3. What are the reasons the Authority would not approve contractors, or vendors submitted on Schedule A by the Company? The Authority does not approve contractors or vendors submitted by the Company. Companies submitted must be ACDBE certified and listed in Florida Department of Transportation UCP Directory to receive credit for goal achievement. 4. As a request to the Airport, delete the third paragraph in this section pertaining to termination or replacement of an ACDBE. This will change our company s business structure and need to utilize / change vendors for cause, without delay, and we need to manage our own business. We will make every reasonable effort to replace an ACDBE with another ACDBE. The referred regulation does not intend for us to have an outside party manage our corporate business affairs and make key, timely decisions on vendor utilization. As stated, we will make every reasonable effort, time permitting, to replace an ACDBE with another ACDBE. 6

7 5. We request permission to utilize our Standard ACDBE Report Form for airport compliance reports which is used and accepted at airports throughout the United States. This same form has been submitted to this airport to date. 6. We are unable to provide the items and amounts for Non-ACDBE Purchases. We can provide the total dollar amount for Non-ACDBE Purchases for the reporting period. As advised by the FAA, the total dollar amount for Non-ACDBE Purchases is all that the Authority needs for reporting to the FAA. Reporting the total dollar amount for Non-ACDBE purchases is acceptable. 7. We receive our Accounts Payable data load between the 15 th and 18 th of the month for the preceding month. For this reason we request permission to submit our ACDBE Reports by the 20 th day of each month. The Aviation Authority consents to this change. 8. Paragraph 4 states that qualified bidders are required to submit with their Bids, ACDBE utilization information by completing and signing Volume D, Item-I, Schedule of ACDBE Participation. Paragraph 5 states that bid may be considered non-responsive to the Invitation to Submit Bids and may be rejected if a Qualified Bidder alters or fails to sign the Volume D, Schedule A -ACDBE Participation. The documents referred to in these paragraphs were not contained on the Invitation to Submit Competitive Bid Document. Does the Airport wish us to use Schedule A- SCHEDULE OF ACDBE PARTICIPATION contained in the Concession Agreement? Please clarify. A new ACDBE form is attached as Exhibit D to this Addendum. It is revised to require information about current ACDBE companies being used by the Qualified Bidders, rather than requesting a commitment now to the use of particular ACDBE companies at the time the new Agreement goes into effect. The Joint Venture form is required if a bidder is intending to operate through a joint venture. The Bid Form is modified and is attached as Exhibit E to reflect a certification by the Qualified Bidders that they will commit in the concession to achieve the established ACDBE goal, or if not able to achieve the goal, the Qualified Bidder shall provide evidence of its good faith efforts to meet the established ACDBE goal thirty (30) days prior to the Effective Date. Section III.A.6 of the Invitation to Submit Competitive Bids is modified to add that Qualified Bidders must submit, together with their Bid Form, a written action plan that demonstrates their understanding of the participation program and how, generally, they intend to achieve the participation goal. Article 7.K.2 of the Concession Agreement is amended to provide that thirty days prior to the Effective Date, the revised Schedule A, ACDBE Participation, which is attached hereto as Exhibit F, reflecting the information for the actual ACDBE entities with whom the Company intends to meet its ACDBE participation goal, or evidence of good faith efforts to meet the ACDBE goal, must be provided. 9. Please supply the percentage (%) of space each current rent a car brand has today in comparison to its market share. Please break this down by 1) counter and queuing space 2) office space 3) ready return space and 4) QTA space. This information will be provided prior to the deadline for the Authority s responses to questions on August 24, Please allow at least 9-12 months from date of selection/ announcement of market share allocations for each bidder to move/ reconfigure / buildout/ modify its selected space. The Agreement extends to the Companies nine (9) months between the Effective date and the Commencement Date to move/ reconfigure / buildout/ modify its space. 7

8 11. Please verify that Avis Budget Car Rental, LLC is current in all its obligations to MCO and not in default. This question is beyond the scope of questions regarding the bid documents. QUESTIONS SUBMITTED AUGUST 3, Concession Agreement Article 5.A.1.b (1)(2), pg. 25 Please eliminate the greater of the 85% reset or MAPF and make it a straight 85% reset. Over a 10-year period, market conditions could change dramatically and a concessionaire s MAPF from 2020 would no longer be relevant to what its MAPF should be in 2025, 2028, etc. 2. ITB Subsection A.1.c., pg 5 We respectfully request that reallocation shall occur (rather than may occur) if the established market-share change triggers are met, and that at the CEO s sole discretion be deleted. To help facilitate the reallocation process when triggered, please allow the Concessionaires to collectively agree on an approved reallocation plan. If the Concessionaires are unable to collectively agree on an approved plan, then the final plan would be selected at the Chief Executive Officer s sole discretion. 3. Concession Agreement Article 6.B.2, d & e, pg 35 RACs and Authority share responsibility to improve R/R, QTA and Wetherbee. Is the cost of these improvements being covered by CFCs? The Aviation Authority is using CFCs for the South Terminal Ready Return, South Terminal QTA, Wetherbee QTA and Wetherbee Overflow Lot. The Aviation Authority is not using CFCs for the North Terminal Ready Return and the North Terminal QTA. The Aviation Authority will use the proceeds of the location bids it receives to refurbish the North Terminal QTA. The Aviation Authority is not responsible for any improvements in the North Terminal Ready Return. All Companies are responsible for their own improvements. 4. ITB Subsection A.1.b.(ii), pg. 3 Please provide the anticipated terminal premises rate and the anticipated/estimated square footage so we can determine what our counter/office/queue rent might be. The Terminal Premises Rate for the North Terminal and South Terminal Counter/Queueing and Office has not been determined. 5. Please provide a copy of the 3rd Amended Resolution for CFCs adopted by the Authority on June 21, A copy of the 3rd Amended Resolution is attached as Exhibit A to this Addendum. 6. Concession Agreement Sections 1.U., 17 and 16.B, pgs. 5, 9, 62. Radius Clause We respectfully request the Authority limit the outside radius to a more appropriate three (3) mile radius from the Airport for Deplaning passengers. 7. Contract Bond ITB Section 8, pg 12 and Concession Agreement Article 9 Please eliminate the requirement for the bond to include three times CFCs collected during prior agreement period. This requirement is out of the ordinary and not the industry standard. This practice is in place today. The required amount is three times the monthly average CFC collection for the prior agreement period, not three times the CFCs collected during the prior agreement period. 8

9 8. Please provide an exhibit showing where the tour counters are located. A location map of the tour counters in the North Terminal is attached as Exhibit B to this Addendum. The specific location of the tour counters in the South Terminal has not yet been determined. In the South Terminal, there may be tour counters in the Customer Service Lobby at the Boulevard Bridge located at Level Will the Authority be making any improvements to the Wetherbee lot itself, aside from the QTA? The Wetherbee lot will be paved and fenced in. An exhibit of the improvements is attached as Exhibit C to this Addendum. 10. Will the Authority reconsider allowing the rental of Wetherbee space on a month-to-month, as-needed basis, as is the case today? The Wetherbee site is being constructed with CFCs and is part of the Premises available under the Agreement. 11. ITB Subsection C.3, pg 11 Please clarify on the right to negotiate/modify provisions. All qualified bidders are bidding based on the provisions stated in the final ITB and draft concession agreement after all Q&A and addenda during the ITB process. There should not be modifications to any Company s terms that would be more beneficial to any one company over another. Please strike this language. Further, we respectfully request that a Most Favored Nations provision be incorporated into the new Agreement as follows: Most Favored Nations provision stating: In the event that any contract granted by the Authority to any other rental car company in the same Tier 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 Authority shall give due diligence to ensure Company will be able to compete on terms as equal as possible with all other rental car companies in the same Tier and to ensure that no other company shall enjoy any rights or privileges more favorable to such company than those enjoyed by the Company herein. The Aviation Authority endeavors to treat all similarly situated entities equitably. Even so, experience has shown that companies may have unique requirements from time to time. As such, the Aviation Authority may require different accommodations from different companies due to their unique circumstances. In order to efficiently utilize the Premises available, the Authority shall retain the right to make unique arrangements with different companies as necessary. 12. ITB Subsection C.4.c., pg 11 Please confirm that Enterprise Leasing Company of Orlando, LLC is not in default or arrears with the Authority. This question is beyond the scope of questions regarding the bid documents. 13. ITB Subsection C.7, pg 12 We will provide a resolution of signing authority from Managers of the LLC, for our Vice President to sign (rather than managing member) the Bid Form(s) and bind company. Please confirm this is satisfactory. This is satisfactory. 14. Article 4.D, pg 24 Please clarify that if another rental car company is allowed to operate during the term, it would only be to replace a concessionaire (due to default, termination, etc.), and not in addition to existing concessionaires. 9

10 Article 4.D provides that; If the Authority terminates one or more of the rental Automobile Concession Agreements, the Authority shall have the right to invite other persons to replace one or more of the persons or entities whose rental Automobile Concession Agreements were terminated... The intent of this language is to replace the terminated concessionaire. 15. Article 5.E, pg 29 Rather than an audited statement by a CPA, please modify such that this can be a certification statement from Company s CFO. 16. Article 6.B.2.a, b, c, d, e pg In order to accept these sections in as is, we ask that the Authority do a final inspection of all areas with us to be sure previous concessionaire honored the maintenance as described in Article 7 (pg 39). Final inspections will be conducted by the Aviation Authority. 17. Article 7.G & H., pg We request the Authority make the following changes with respect to environmental provisions: G. Add the following to the end of the first sentence, "by a consultant to be mutually agreed upon by both Authority and Company and not to be unreasonably withheld." AND ALSO, add the following after the first sentence, "Company shall be listed as a reliant party to the environmental baseline report." The mutually agreed upon language will not be included, but the sentence Company shall be listed as a reliant party to the environmental baseline report" will be included. G. 6 th line, please add language as follows: to pay for such remediation in accordance with applicable federal, state, and local laws." The Aviation Authority consents to this revision. G. lines 9 &10, please strike words as follows: Term of this Agreement, or resulting from Company s use or storage on the Premises or elsewhere on the Airport Line 14, please modify as follows: of the Authority or other tenant". H. 3 rd paragraph, line 12, please strike In no case shall contaminated soils be disposed directly to a landfill -- disposal to a landfill should be allowed if it is allowed by the State. The Aviation Authority consents to change the language to: Contaminated soils shall be disposed of pursuant to all applicable federal, state and local laws. 18. Article 11.A., pg 50 In line 15, please add language as follows: caused solely by Indemnified Parties or other tenants. The Aviation Authority consents to this change. 19. Article 11.B, pg Per our Risk Manager, we request the following changes to insurance provisions: B.1, add to end of 2 nd paragraph agents, and employees for liabilities arising out of the conduct of 10

11 Company. B.1 3 rd paragraph strike from beginning of sentence The declaration page(s) or Our policies are blanket and cover multiple locations. Dec pages would be thousands of pages. Certificates are sufficient evidence. The insurance provisions already indicate that certificates may be provided. B.1 3 rd paragraph, 7 th line please delete at least thirty (30) calendar days. We are often in negotiations on policies right up until the renewal date so 30 days may not be possible. The declaration page(s) or certificate(s) of insurance must be provided upon renewal. B.1 3 rd paragraph, 9 th line please delete declaration page or The insurance provisions already indicate that certificates may be provided. B.1 3 rd paragraph, line 14 please delete such declaration page(s) or The insurance provisions already indicate that certificates may be provided. B.1 3 rd paragraph, last sentence please strike, as we do not provide copies of policies. Our policies thousands of pages so the Authority would not glean anything useful from a review. B.2(b), end of line 10 please add liability unless insurer is required to pay claims from first dollar without a requirement that Company pay its deductible prior to that time. The Aviation Authority consents to this change. Higher deductibles and self-insured retentions may be allowed, subject to the Chief Executive Officer s sole discretion, following review of the Company s most recent audited financial statements. Such financial statements must be provided on an annual basis in order for the Company to continue with higher deductibles or self-insured retentions. B.2(e) 3 rd line please strike at least thirty (30) calendar days as referenced above. The Aviation Authority consents to this change. B.2(e), lines 5-6 please strike the declarations page(s) such coverage or The insurance provisions already indicate that certificates may be provided. B.2(e) line 7 please delete declarations page(s) The insurance provisions already indicate that certificates may be provided. B.2(e) end of line 9 please add as their interests may appear on property coverage. The Aviation Authority consents to this change. 20. Article 12.C.1, pg Twelve months is too long to wait for repairs or termination. Please change to 6 months. 11

12 21. Article 13.B.2.c, pg 58 Strike this section as to payment of fees for balance of the term. We would expect Authority to mitigate damages. 22. Article 13.C.5, pg 60 Please delete. 23. Article 14.A, pg In lines 5-6, please add that Authority s approval will not be unreasonably withheld. 24. Agreement of Guaranty, pg 70 Please delete this form for Enterprise Leasing Company of Orlando, LLC. We are a stand-alone company with the financial wherewithal to not require a guaranty. There is no entity that guarantees performance on behalf of our company. Only companies with guarantors are required to include this form. 25. Appendix 1, Section A, pg 72 Please confirm that Company is not required to staff the South Terminal prior to the time when flights and deplaning passengers begin to arrive at that terminal. The Concession begins when the South Terminal opens. Staffing is required 24/7 thereafter. 26. Item II-A, Contract Bond We request the ability to use our own bond form, which has been preapproved by our surety. Please see attached form. 27. Exhibits G, H, Statement of Certification Are these forms required with bid submission or post-bid? These forms are required upon the Effective Date. The Statement of Certification is part of the Letter of Credit, which may be provided in lieu of a Contract Bond, upon the Effective Date. 28. Article 10, pg 15 - Please strike In no case shall contaminated soils be disposed directly to a landfill, as the State may very well allow this. The following revision will be made: Contaminated soils shall be disposed of pursuant to federal, state and local laws. 29. Exhibit A, Section 3.1, pg 33 Please strike and the Storm Water Pollution Prevention Plan as this does not apply to rental car operations and vehicle fueling operations. Storm water permits and storm water pollution prevention plans (SWPPP) do not apply to rental car facilities at airport locations. Standard Industrial Classification (SIC) codes are used to determine who needs a storm water permit under the National Pollution Discharge Elimination System (NPDES) program. Passenger rental car facilities operate under SIC code 7514, which these permits do not apply because passenger rental car facilities are NOT an industrial activity. Even though storm water permits do not apply to rental car facilities, they still apply to the Airport Authorities ( Authority ). Often the Authority will ask the groups to obtain a storm water permit, complete a SWPPP, or be designated as a co- permittee on the Airports permit. 30. Section III Exhibit A Scope of Service [Section 2 Scope of Services Operations and Maintenance] Will the concessionaires have an opportunity to adjust the Scope of Services after the bid award? 12

13 Yes, subject to the Authority s approval. 31. Automobile Rental Concessions Maintenance and Procedures Guidelines Please strike #10 per SIC code This line will be revised to: Inspection by GOAA for adherence to SWPPP, on a quarterly basis. 32. Ready/Return rent The Authority converted the methodology of the rent structure from per space (per the current agreement) to per square foot. If there is any intended increase/decrease with this change in methodology, we will need to budget accordingly. Will the Authority please confirm how the methodology change to the ready/return space rent calculation (from per space to per square foot ) will impact the RACS overall rent obligation (in square footage totals and projected dollar amounts)? Currently, there are 4,583 vehicle parking spaces in the North Terminal designated for Ready Return. The Ready Return vehicle parking spaces in the North Terminal are currently assessed at the rate of $3, per vehicle space per annum. The agreement calls for an annual increase of 5%. The current vehicle parking spaces in the North Terminal Ready Return and associated vehicle drive lanes comprises 1,614,305 square feet. The initial rental rate to be assessed at the start of the Agreement for Ready Return space will be $11.66 per square foot per annum. 33. Counter/Queue, Office, and Tour Counter rent - Please provide the RACS overall projected rent obligation (in square footage totals and projected dollar amounts) for each of these RAC space components. The FY 2021 Terminal Premises Rates for the North Terminal and South Terminal Service Counter/Queueing, Office, and Tour Counter have not been determined. QUESTIONS SUBMITTED AUGUST 9, Please exclude the fuel and fuel related fees from the definition of gross revenues. Please also exclude non-revenue rentals from reporting in gross revenues. No Change. 2. Please supply Exhibit O. Exhibit O is provided on page 149 of Volume A, posted on the Aviation Authority s website. 3. Article 4C needs to be modified MCO should not have a right of termination if fewer than 5 concessionaires. The Aviation Authority consents that in the event there are fewer than three (3) Concessionaires at any one time, the Aviation Authority reserves the right to terminate the Agreement. 4. Article 4D New concessionaire must have the same terms and conditions, except for space allocation. While the Aviation Authority strives to treat all similarly situated entities equitably, experience has shown that companies may have unique needs and requirements. The Aviation Authority may require different accommodations from different companies due to their unique circumstances. In order to efficiently use its premises, the Aviation Authority shall retain the right to make unique arrangements with different companies as necessary. 5..Article 5 Please make it the 20 th in a and c. Also, make it a CPI increase not a 5% increase. 13

14 The Aviation Authority does not consent to the 20 th. The Aviation Authority consents to limit the annual rent increases for the Ready/Return, QTA, and Wetherbee to 3% per year. 6. Article 6F My cars/equipment should not become part of the property of MCO. The Aviation Authority consents to this revision. 7. Article 7 We need indemnification over conditions we didn t cause. Reduce MCO fee to 10%. 8. Article 12 Reduction in space should trigger a reduction in MAPF. The Terminal Premises Rate will be applied and if the substitute space is less, will result in reduced Annual Rental fees. QUESTIONS SUBMITTED AUGUST 10, Please define what constitutes a successful Qualified Bidder. Are these expected to be determined on the award date? A Successful Qualified Bidder is a bidders identified in Section II Qualified Bidders of the Invitation to Submit Competitive Bids for Automobile Rental Concessions at Orlando International Airport and Instructions to Qualified Bidders, dated July 11, 2018 (ITB), who subsequently submits a Bid in response to the ITB, is awarded an Agreement by the Aviation Authority Board and enters into a Concession Agreement with the Aviation Authority. 2. Shall ACDBE subcontractor information be submitted with this bid, or after the winner is awarded? A new ACDBE form is attached hereto as Exhibit D. It is revised to require information about current ACDBE companies being used by the Qualified Bidders, rather than requesting a commitment now to the use of particular ACDBE companies at the time the new Agreement goes into effect. The Joint Venture form is required if a bidder is intending to operate through a joint venture. The Bid Form is modified and is attached as Exhibit E to this Addendum 1 to reflect a certification by the Qualified Bidders that they will commit in the concession to achieve the established ACDBE goal, or if not able to achieve the goal, the Qualified Bidder shall provide evidence of its good faith efforts to meet the established ACDBE goal thirty (30) days prior to the Effective Date. Section III.A.6 of the Invitation to Submit Competitive Bids is modified to add that Qualified Bidders must submit, together with their Bid Form, a written action plan that demonstrates their understanding of the participation program and how, generally, they intend to achieve the participation goal. Article 7.K.2 of the Concession Agreement is amended to provide that thirty (30) days prior to the Effective Date, the revised Schedule A, ACDBE Participation, which is attached hereto as Exhibit F, reflecting the information for the actual ACDBE entities with whom the Company intends to meet its ACDBE participation goal, or evidence of good faith efforts to meet the ACDBE goal, must be provided. 3. If a non-incumbent wishes to show it plans to meet the ACDBE goal several years from now, should it do so now, or in a few years once the contract is in effect? See the answer to 2 above. If a non-incumbent does not currently use ACDBE companies, then the Revised Schedule A should nonetheless be completed with the words not applicable in the first line of boxes and submitted with the Bid Form. 14

15 4. How can a non-incumbent show good faith efforts to achieve the ACDBE goal several years from today? An ACDBE proposed plan and current ACDBE subcontractor information, if available, shall be submitted with this bid. A revised Schedule A, ACDBE Participation, which is attached hereto as Exhibit F, reflecting the information for the actual ACDBE entities with whom the non-incumbent intends to meet its ACDBE participation goal, or evidence of good faith efforts to meet the ACDBE goal, must be submitted thirty (30) days prior to the Effective Date of the new Agreement. The Aviation Authority s ACDBE Policy, Section provides: Examples of good faith efforts are found in Appendix A to 49 CFR Part 26 and include: 1. Soliciting through all reasonable and available means (e.g. attendance at pre-bid meetings, advertising and/or written notices) the interest of all certified ACDBEs who have the capability to perform the work of the contract. The bidder must solicit this interest within sufficient time to allow the ACDBEs to respond the solicitation. The bidder must determine with certainty if the ACDBEs are interested by taking appropriate steps to follow-up initial solicitations. 2. Selecting portions of the work to be performed by ACDBEs in order to increase the likelihood that the ACDBE goals will be achieved. This includes, where appropriate, breaking out contract work items into economically feasible units to facilitate ACDBE participation, even when the prime contractor might otherwise prefer to perform these work items with its own forces. 3. Providing interested ACDBEs with adequate information about the plans, specifications, and requirements of the contract in a timely manner to assist them in responding to a solicitation. 4. Negotiating in good faith with interested ACDBEs. A. It is the bidder s responsibility to make a portion of the work available to ACDBE subcontractors and suppliers and to select those portions of the work or material needs consistent with the available ACDBE subcontractors and suppliers, so as to facilitate ACDBE participation. Evidence of such negotiation includes the names, addresses, and telephone numbers of ACDBEs that were considered; a description of the information provided regarding the plans and specifications for the work selected for subcontracting; and evidence as to why additional agreements could not be reached for ACDBEs to perform the work. B. A bidder using good business judgment would consider a number of factors in negotiating with subcontractors, including ACDBE subcontractors, and would take a firm s price and capabilities as well as contract goals into consideration. However, the fact that there may be some additional costs involved in finding and using ACDBEs is not in itself sufficient reason for a bidder s failure to meet the contract ACDBE goal, as long as such costs are reasonable. Also, the ability or desire of a prime contractor to perform the work of a contract with its own organization does not relieve the bidder of the responsibility to make good faith efforts. Prime contractors are not, however, required to accept higher quotes from ACDBEs if the price difference is excessive or unreasonable. 5. Not rejecting ACDBEs as being unqualified without sound reasons based on a thorough investigation of their capabilities. The contractor s standing within its industry, membership in specific groups, organizations, or associations and political or social affiliations (for example union vs. non-union employee status) are not legitimate causes for the rejection or non-solicitation of bids in the contractor s efforts to meet the project goal. 6. Making efforts to assist interested ACDBEs in obtaining bonding, lines of credit, or insurance as required by the recipient or contractor. 7. Making efforts to assist interested ACDBEs in obtaining necessary equipment, supplies, materials, or related assistance or services. 8. Effectively using the services of available minority/women community organizations; minority/women contractors groups; local, state and Federal minority/women business assistance offices; and other organizations as allowed on a case-by-case basis to provide assistance in the recruitment and placement of ACDBEs. 9. A promise to use ACDBEs after contract award is not considered to be responsive to the contract solicitation or to constitute good faith efforts. 15

16 The Aviation Authority may evaluate not only the different kinds of efforts made by the bidder, but also the quality and intensity of those efforts. Efforts made by the competitor after submission of the bid/proposal to meet the ACDBE contract goal will not be considered by the Aviation Authority. The ACDBE Liaison Officer and legal counsel shall make the determination whether a bidder or proposer has made a good faith effort to meet the contract goal. 5. The bid form appears to consist of only Volume A Item II, which is the only requirement per page 10 of the IFB. However, page 9 indicates that a bid may be non-responsive if it fails to submit Volume D, Schedule A, ACDBE Participation or Schedule B Information for Determining Joint Venture Eligibility or fails to demonstrate good faith effort to meet the established ACDBE goal. There is no Volume D included in the IFB. Does Schedule A and B need to be submitted with this Bid response, or only upon award? See the answer to question 2 above regarding the revised Schedule A, together with the revised Bid Form, ACDBE Plan, and Schedule B, Information for Determining Joint Venture Eligibility, if applicable, which must all be submitted. 6. Is any Deposit, bond, or Letter of Credit due with this IFB, or only upon award? For incumbents, one half of the Location Bid is due upon execution of the Agreement, and the other half will be due one year later. The bond required under the current agreement may be amended to protect the Authority for Company s obligations under the new Agreement upon the Effective Date of the new Agreement. A new bond will be required upon the Commencement Date. For non-incumbents, a Contract Bond or Letter of Credit is due on the Effective Date. 7. Is any guaranty of a parent company due with this bid, or only upon execution of the concession agreement, or actual effective date of the concession agreement? If the Request for Qualifications included a guarantor, an executed guaranty is due at the time of the execution of the Agreement. 8. Does the airport require resubmittal of any financials or financial viability proof as part of this IFB, or was the submission under the RFQ sufficient to demonstrate financial responsibility. The information submitted in response to the Request for Qualifications Automobile Rental Concessions Orlando International Airport, dated May 7, 2018, is sufficient to demonstrate financial responsibility. 9. How will the utilities be divided in the Wetherbee lot between the QTA use and the overflow? Will it be separately metered? The Wetherbee QTA and Overflow Parking Lot utility costs are the sole responsibility of the Company(ies). The QTA and Overflow Parking Lot will have separate meters. The number of meters, locations and the method of assessment of costs for the Overflow Lot has not been determined. 10. Will fueling costs be split by actual use or by market share? The Common Fuel Farm is required to be operated by the Companies. Fuel is purchased by each Company, commingled and stored in the Fuel Farm. The costs of operating the Fuel Farm are born solely by the Companies based on their individual use. 11. Will the airport consider an option for an additional 5 year period to extend the proposed contract? 16

17 No. 12. For the tour counters, there is a personnel occupancy requirement per Article 2.F.5.c. Does projecting off-site personnel on television screens, on demand, to interact with the customers at these counters satisfy the requirement? Would personnel-less kiosks? No. 13. Can a company remove the counter, and place a custom desks in its place in the Customer Service area, if they agree to pay to replace the counter upon the end of the company s term/occupancy of that space? No. 14. Please confirm that the market share percentages used to determine the initial allocation of space will be the annual Gross Revenue measured on the last day of December Will the airport consider using a later date (Q1 or Q2 of 2020) for this metric if there is substantial change in the industry? Will the airport consider using a later date if the project is delayed? The market share percentages used to determine the initial allocation of space will be the annual Gross Revenue measured for Calendar Year 2019, and Article 2.F.1-6 of the Concession Agreement is modified to reflect this clarification. No later date will be considered. 15. Because of safety and fairness concerns, please consider allowing the airport CEO to trigger a reallocation of ready/return space after years 1 or 2 for a variance of 5 market share percentage points. We typically grow double digits per year off airport. As a new entrant, in most airports we have grown double digit % per month after moving on into a full sized space. We expect the same at MCO. Generally the Ready Return space is easier to reconfigure and simply requires moving New Jersey barriers. This trigger would avoid safety issues involved with too many automobiles using ready/return designed for a smaller load, while minimizing vacant space within the area 16. Also because of safety and fairness concerns, please consider allowing the airport CEO to trigger a reallocation of the QTA in years 2 or 3 if there is a variance of 5 market share percentage points. The likely safety dangers are even greater in an overloaded QTA station where fueling and light mechanical repair occur, including drive offs, collisions, and mechanical lift issues, can be avoided through a more timely reallocation of QTA based on market share. 17. The Wetherbee and other rent rates are slated to increase at 5% per year which is higher than most of the markets or commercial leases. Will the Airport consider measuring the increase against the CPI adjustment in order to ensure the rates do not excessively increase as to compare to the rest of the market? The Service Counter, Tour Counters, Queueing and Office rent adjustments are tied to the annual Terminal Premises Rate adjustments. The Aviation Authority consents to revise the annual rent increase for the Ready/Return, QTA and Wetherbee to 3% per year. 18. Will GOAA consider including language in the contract for the Tier-A-4 and B-1 awarded concessionaire that states that QTA space for A-4 will be located at the Wetherbee lot (and QTA for Tier B-1 will be in the South Terminal) in the event the Tier B-1 concessionaire exceeds the Tier-A4 market share prior to Commencement? 17

18 Section III.A.b (iv) of the Invitation to Submit Competitive Bids notes that the concessionaire with the smallest market share percentage at the time of allocation shall receive the Wetherbee QTA. Market share percentages will be determined based upon Calendar Year 2019 Gross Receipts. There is no change on this timing. 19. Will GOAA make efforts to charge the same 10% privilege fee to peer to peer car rental car operators like Getaround and Turo, if they are found to be operating on site? Peer to peer car rental car operators are governed by the Aviation Authority s Ground Transportation Rules and Regulations and are required to be permitted and pay to the Aviation Authority 10% of their Gross Receipts generated at the Airport. 20. Will GOAA exclude the actual costs of ticket and toll violations from the definition of Gross Receipts? The Aviation Authority consents to this revision, but not to any administrative fee charged to the customer in connection with the ticket or toll violation. 21. Will GOAA exclude from CFCs, the portion of a Transaction Day which is a Grace Period of 1 hour, when customers return their rental late, provided that companies do not actually collect the CFC from the customer for that period? A two hour grace period is currently included in the definition of a Transaction Day in the Agreement. 22. Will the airport consider a cap on CFCs for longer term rentals? In CA and other states, often they are capped at 5 or 6 rental days. Under the existing CFC resolution, as amended, the CFC assessments is capped at 7 days per transaction. 23. Please consider reducing the number of copies of the bid to 5 in an effort to be green. 24. With new rental car transaction technology platforms directly correlating to the reduction in the amount of space traditionally needed for transactions to occur, the Authority has a unique opportunity to leverage these advances by designing rental car space, under the new airport expansion, to maximize GOAA's potential revenue and offer GOAA travelers as many vendor options as possible. Given this current state of affairs, would the Authority reconsider its current decision of only one Tier B vendor, dividing the current Tier B proposed space among two vendors to equally share and conduct business, at the airport's discretion? If not, why not? Note: If such agreement could be reached, additional funds in excess of $1,000,000 would be available for GOAA if two vendors occupy Tier B. The two tier structure of the RFQ / RFB was considered and approved by the Aviation Authority Board. 25. On the August 1, 2018 Pre-Bid Meeting presentation, GOAA indicated certain items (Reallocation of Service Counter/Queuing Space, Ready Return) for Tier A vendors would be re-evaluated at the end of various stages during the contract term to determine the current market share and possibly make adjustments based on market variations. By signing a 10 year agreement, GOAA is locking in the Tier B market with no other competitors in this space and no opportunity for GOAA travelers to take advantage of the independent rental market, critical to the majority of GOAA customers where a few extra dollars of savings on their weekly Disney or vacation destination auto rental really matters. (Average percentage savings on a weekly rental using a Tier B vendor is 15% or more). If GOAA is not willing to award additional 18

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20 EXHIBIT A A THIRD AME OED AND RESTATED RESOLUTION OF THE GREATER ORLANDO AVlATION AUTHORITY AUTHORIZING THE COLLECTION OF A CUSTOMER FACILITY CHARGE GOAA DATE (,(p )c:11 / qp ;r;, ITEM NO. 5'/(K_, DOCUMENTARY# 9735 WHEREAS, the Greater Orlando Aviation Authority (the "Authority") was created by the Greater Orlando Aviation Authority Act, Chapter Laws of Florida 1957 as recodified and amended (the "Act"), as an agency of the City of Orlando, Florida (the "City"); and \VHEREAS, pursuant to an agreement dated September 27, 1976, as amended and restated effective as of August , the City transferred to the Authority custody. control and management of the Airport through September 30, 2065; and WHEREAS, pursuant to the Act, the Authority has the power to acquire, construct, operate and maintain, extend and improve the Airport; and WHEREAS, the Authority previously authorized a rental automobile customer facility charge to be derived from the operation of rental automobile activities conducted at various rental automobile related facilities at the Airport or Customer Service Facilities. including quick tum-around facilities: and WHEREAS. the Authority adopted a resolution on August 20, 2008 authorizing. among other things, the collection of an automobile customer lacility charge (the "Enabling Resolution"); and WHEREAS, the Authority adopted a resolution on August 19, 2009 amending an<l restating in its entirety the Enabling Resolution ("Restated Resolution"); WHEREAS. the Authority adopted a resolution on f-ebruary amending and restating in its entirety the Restated Resolution (the "Second Restated Resolution" and, together with the Enabling Resolution and the Restated Resolution, the ' Prior Resolutions"); and WHEREAS, the Authority desires to amend and restate in its entirety the Second Restated Resolution as set rorth herein. NOW THEREFORE, BE IT RESOL YEO BY TIIE GR.EATER ORLANDO A VIAT[ON AUTHORJTY AS FOLLOWS: SECTION l Authority for this Resolution. This Resolution is adopted and implemented pursuant to the authority of'the Acl. SCCTIO 2. Definitions. Except as otherwise provided in this Section. all terms used herein in capitalized fonn, shall have the meanings ascribed Lo them in the Rental Automobile Concession Agreement (as defined below): "Company" or "Companies" means individually or collectively, the rental car companies who operate under a Rental Automobile Concession Agreement at the Airport.

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