Bid PB 18-7 Second Amendment 5 23 18.pdf

Palm Beach County Board of County Commissioners County Administrator Melissa McKinlay, Mayor Verdenia C. Baker Mack Bernard, Vice Mayor Hal R. Valeche Paulette Burdick Dave Kerner Steven L. Abrams Department of Airports Mary Lou Berger www.pbia.org

AMENDMENT NO. 2

INVITATION FOR BID # PB 18-7

MAY 23, 2018

RENTAL CAR LEASE AND CONCESSION AT THE

PALM BEACH INTERNATIONAL AIRPORT

This Amendment No. 2 is issued to provide additional information and clarification to the Invitation For Bids (IFB).

Bidders are advised of the following information pertaining to the IFB:

1. A request was submitted to extend the date for the Bid Submission Date. The IFB is hereby amended to extend the Deadline for Submission of Bids, to Friday, June 15, 2018, at 2:00 p.m. local time. See A1 below.

2. Written Comments/Questions related to this Amendment No. 2 may be submitted to the Contact Person(s) listed in Special Condition No. 9 of the IFB until 2:00 p.m., local time, Friday, May 25, 2018.

3. The IFB is hereby amended to provide that Bidder shall submit at least one (1) unbound original, and one (1) hard copy, plus one (1) electronic copy in PDF format on a CD or flash drive.

4. Exhibit “1”, (Agreement for Rental Car Lease and Concession) (the “Concession Agreement”), is deleted in its entirety and replaced with the Exhibit “1” attached as Attachment “1” to this Amendment No. 2. Additions and deletions are shown in underline/strikeout format.

5. A detailed interior survey of Level One (Baggage Claim) at the Terminal (including the rental car counter areas), and photographs of counter locations numbered (1) thru (7) are attached as Attachment “2” to this Amendment No. 2.

6. Bidders should be aware that the “Allocation Meeting” referenced in Special Condition 12, Terminal

Reservation Space, of the IFB, is scheduled to occur on Wednesday, June 27, 2018, at 10:00 a.m., local time, at the Palm Beach County Department of Airports, 846 Palm Beach International Airport, West Palm Beach, Florida 33406-1470. All successful Bidders shall be required to attend, in person or by telephone. Bidders intending to participate by telephone must notify the Contact Person listed in the IFB no later than 48 hours prior to the scheduled start of the Allocation Meeting. The Department of Airports shall have the right to determine the Assigned Premises for any successful Bidder failing to participate in the Allocation Meeting.

7. The following questions/comments were received:

Q1: Please provide an additional two weeks to submit bids. It is a very busy time now in the bid season and the extra time would be appreciated.

A1: See Paragraph (1) above. The IFB is amended to extend the Deadline for Submission of Bids, to Friday June 15, 2018, at 2:00 p.m. local time. Prospective bidders have expressed concern in having sufficient time between award of Concession Agreements (date of approval of Concession Agreements by the Board of County Commissioners) and the start of the term (October 1, 2018). We are concerned that further extension may impair our ability to meet agenda submittal deadlines for timely completion of agreements prior to start of the term.

Because of the extensions, it is imperative that completed/signed Concession Agreements and backup (insurance, security deposit, corporate documentation, ACDBE documentation) be returned by successful bidders, without delay and within the timeframe(s) provided by County.

Q2: Please amend Section 2.21(B) (6), Gross Revenues, of the Concession Agreement to state

“amounts charged to customers for fuel and fuel related services”?

A2: It is unclear whether “fuel-related services” may include items such as amounts charged by a Concessionaire as an administrative, processing or other similar fee that would not be excluded from Gross Revenues. We would need additional information concerning the specific “fuel related services” in question. Bidders should be aware that Section 2.21 provides, in part, that “…Unless revenues are expressly and specifically excluded from Gross Revenues, all revenues derived from, arise out of or become payable on account of the Concession, whether directly or indirectly, shall be included in Gross Revenues.”

Q3: In Section 4.08, Temporary Displacement/Relocation of the Assigned Premises, of the Concession Agreement, the language of sentence 2 implies that the County may elect NOT to provide an alternative location for Concessionaire’s operations in the event of a replacement project. We would suggest modifying this language to state that “The Department shall provide Concessionaire with an alternative location for Concessionaire’s operations at the Terminal in the event of a counter update and/or replacement project.” In addition, any relocation costs due to County’s request should not be at a cost to the Concessionaire.

A3: The Department anticipates the existing customer service counters in the Baggage Claim area (a portion of the “Assigned Premises”) will be replaced (at the County’s expense) during the upcoming term. It is premature to determine when replacement would occur, the duration of the project, or if any need for relocation would occur at all. The project will be completed in a manner intended to minimize disruption to Airport users, including the public and Concessionaires, and we anticipate any disruption would be short-term. Work will likely be completed during overnight hours. Section 4.08 of the Concession Agreement was intended to enable the Department the internal ability to provide advance notice when the replacement project occurs; the option to provide an alternative location; and a rental credit for the period of any displacement from the assigned counter area.

Q4: Please provide a cap on the amount of the Facility Rental may adjust each year.

A4: We are unable to provide a cap. Rates are adjusted annually, without caps, for all airlines and all non-airline tenants, including concessionaires. Interested parties may review prior years’ rates and charges posted on our website at http://www.pbia.org/business/-business-ratescharges/.

http://www.pbia.org/business/-business-ratescharges/ http://www.pbia.org/business/-business-ratescharges/

Q5: In Section 5.04, Unpaid Fees, of the Concession Agreement, please modify so that, prior to any default due to late payment, Concessionaire receives written notice of any late payment, for a good-faith opportunity to cure.

A5: Written notification is already provided for all payments, and the County typically provides reminders prior to imposing late-fee(s). In addition, Section 5.01 of the Concession Agreement has been modified to provide “Notwithstanding the foregoing, the Department, in its sole and absolute discretion, may elect to waive the aforementioned late fees in appropriate circumstances as determined by the Department.”

Q6: In Section 5.11, Audit by County, of the Concession Agreement, please limit any Audit by County to once a year.

A6: Section 5.11 relates to audits performed directly by the County, such as by the County’s Internal Auditor. It is not the practice or intention of the County to perform audits annually, or more frequently than annually; however, the ability to do so cannot be waived.

Q7: In Section 7.03, Removal of Improvements, of the Concession Agreement, notices under this section should be in writing.

A7: Section 7.03 of the Concession Agreement has been modified to clarify that notification will be in writing.

Q8: In Section 11, Indemnification, of the Concession Agreement, please add that Concessionaire is not responsible to County for damages determined to be solely attributable to the “negligence or misconduct of County….”

A8: Section 11 of the Concession Agreement has been modified to add “willful misconduct”.

Q9: In Section 13.02(B), Default, of the Concession Agreement, please permit Concessionaire up to seven (7) days to cure any late payment under this section. To avoid a default under this section, please also add a provision that in the event curative actions are initiated by Concessionaire, default will be delayed.

A9: It is imperative that payment of Concession Fees, Facility Rental or any other payment required to be made under the Concession Agreement or under any Facilities Use Permit, be made timely. The Department typically exercises discretion in imposing late fees, or issuing a notice of default when other remedies fail, but will not waive the right to do so.

Q10: In Article 16, Laws, Regulations, Permits, and Taxes, of the Concession Agreement, please include a Most Favored Nation clause. Suggested language: “In the event that any contract granted by the County to any other car rental concessionaire shall contain any provisions more favorable to such concessionaire than the terms herein granted, then this Agreement shall be amended to include such more favorable terms, so that no other concessionaire shall enjoy any rights or other conditions more favorable to such concessionaire than those enjoyed by Concessionaire herein. For purposes of this Agreement, companies offering short term, hourly or car sharing vehicle rentals are considered companies engaging in the “car rental business” as the term is used herein and shall not be granted a car rental concession or other on-airport operating agreement or permit on terms more favorable than those granted to Concessionaire.”

A10: Rental Car Lease and Concession Agreements are issued through a competitive solicitation, and all such agreements will be on the same terms and conditions.

Q11: Please reduce number of copies of the Bid documents to be submitted, to 1 Original + 1 copy + CD, to be “green.”

A11: See Paragraph (3) above. The IFB has been amended to provide that Bidder shall submit at least one unbound original, and one hard copy, plus one electronic copy in PDF format on a CD or flash drive.

Q12: Please provide the gross revenues for each car rental company operating at PBI (including any off-airport operators), by year, for the last 5 years.

A12: Specification #3.c., Revenue Data, of the IFB, included a table of gross revenue data compiled from monthly reports completed and submitted to the Department by the seven current concessionaires, and seven nonconcessionaire (“off-airport”) rental car permittees, for the period October 1, 2014 thru September 30, 2017. The data was provided for informational purposes only and is not audited. At this time, data for prior periods is not compiled in a manner that enables us to provide a meaningful report. Interested parties may access monthly rental car revenue reports, beginning September, 2001, posted on the Airport’s website at http://www.pbia.org/business/-business-reports/.

Q13: Please confirm that “peer-to-peer” car rental is subject to this Invitation For Bid. Further, since no “peer-to-peer” car rental companies attended the mandatory pre-bid meeting, please confirm “peer-to-peer” car rental companies are required to obtain “nonconcessionaire” (Ground Transportation Permit) status before operating at PBI.

A13: “Peer-to-peer” operations would not be permitted to operate as a concession, subject to this or any other IFB. As stated in Paragraph (6), A27, in Amendment No. 1 to the IFB, there are currently no known peer-to-peer operators at PBI; any such operations would require a permit. Nonconcessionaire rental car companies desiring to pick up or drop off customers at the airport shall obtain a rental car airport permit, pursuant to Section 10-5, Nonconcessionaire Rental Car Companies, of the Palm Beach County Airport Rules and Regulations.

Q14: Please allow ample time between the time Airport issues questions and answers/final

Addenda and the time bids are due. It should be no less than 3 weeks.

A14: See Paragraph (7), A1, above.

Q15: General Conditions, Section 3(a), Bid Submission; Submission of Responses, (p. 4). In the interest being good stewards of the environment and in line with sustainability principles, we request only one (1) original be required. If County does require copies, then we request only one

(1) copy.

A15: See Paragraph (7), A11, above.

Q16: General Conditions, Section 3(h), Bid Submission; Non-Exclusive, of the IFB (p. 5). Please confirm that if you accept fewer than 7 Bids, that no additional Concessionaire(s) will be added during the term of the agreement, other than those companies that are successful in this Bid process. Any RAC interested in operating at the Airport should not be able to NOT respond now, wait until it sees which companies bid and what MAGs are bid, and then enter into a contract at the minimum. This undermines the bidding process.

A16: This IFB anticipates the award of contracts to seven responsive, responsible bidders.

In the event that fewer than seven responsive bids are received, we believe it is in the interest of both the Airport and the general public that a separate, subsequent competitive solicitation be issued, and any resulting agreement would be on the same terms and http://www.pbia.org/business/-business-reports/ conditions as this solicitation; however, the Department reserves the right to increase the minimum acceptable bid in any subsequent solicitation based on, in part, on the responses received as a result of this solicitation to ensure fair competition.

Q17: Special Condition 10, Qualification of Bidders, of the IFB (p. 7). Please confirm that the

Alamo Rent A Car, Enterprise Rent-A-Car, and National Car Rental brands are in good standing and eligible to Bid.

A17: See Paragraph (6), A16, of Amendment No. 1. All rental car brands operating under the current Concession Agreement are eligible to bid as of the date of this Amendment.

Q18: Special Condition 10, Qualification of Bidders, of the IFB. We request that all incumbents be exempt from providing the information requested under Section 10 with our bid response. The County is already familiar with our financial and technical abilities and is aware that current operators meet these requirements.

A18: See Q16/A16 of Amendment No. 1.

Q19: Special Condition 10(B), Qualification of Bidders, of the IFB (p. 7). If not waived, Section

10(B) indicates that Bidder should provide “evidence of ownership” of the brands. Bidder is a wholly owned subsidiary of Enterprise Holdings, Inc., a privately held company, which directly owns the Enterprise Rent-A-Car, Alamo Rent A Car and National Car Rental brands. In order to demonstrate ownership of the brands, please confirm that an Affidavit affirming Bidder’s right to operate the brand(s), signed by an officer of the parent company, will be sufficient for the purposes of our bid response.

A19: Documentation such a fictitious name registration, or a properly detailed and supported affidavit would be sufficient to fulfill this requirement.

Q20: Specification No. 2, General Description of the Concession Agreement, of the IFB (p. 10).

Please confirm that a single legal entity that controls more than one car rental brand may submit more than one bid under the IFB provided that each bid is for a different brand or brands.

A20: A single legal entity that controls more than one car rental brand may submit more than one bid, provided each individual bid is for no more than two brands. For example, an entity that controls three brands may submit three separate bids; or two bids: one with two brands, and one with one brand. The entity could not submit a single bid for three brands.

Q21: Specification No. 2, General Description of the Concession Agreement, of the IFB (p. 10) – 3rd sentence. Please add language to clarify the requirement that “Bidder has a majority ownership interest in or is authorized to operate each of the brands…” As described above, we can provide an affidavit from our parent company affirming Bidder’s right to operate the proposed brand(s).

A21: See Paragraph (7), A19, above.

Q22: Specification No. 3.D., Terminal Reservation Space Allocation, of the IFB (p. 11). Please provide the linear footage (length) of each counter.

A22: See Paragraph (5) above. A detailed interior survey of Level One (Baggage Claim) and photographs of the rental car counter areas are included as Attachment “2” to this Amendment. Interested parties may complete more complete inspections of the counter areas by scheduling an appointment thru the Contact Person listed in the IFB.

Q23: In Section 2.21, Gross Revenues, of the Concession Agreement, we respectfully request this section include the wording “…net of any discounts, coupons or credits at the time the rental contract is closed.” If there is a promotional and/or “preferred member” discount earned and used by a customer, the only amount concessionable should be the amount that the Concessionaire actually receives as compensation for the rental.

A23: We believe the concern has been sufficiently addressed. Section 2.21(A)(1) of the Concession Agreement provides that “time and/or mileage charges, after discounts (emphasis added), assessed by Concessionaire to its customers” shall be included in Gross Revenues.

Q24: In Section 2.21(A), Gross Revenues, of the Concession Agreement, please strike subsection (7), which has been added since the previous agreement. We also request you add an exclusion for amounts collected as reimbursement from customers for administration charges paid to third parties for collection of these fines and fees. We must pay 3rd parties for the collection of these fines and fees, and should be able to pass that cost on to the customer who failed to pay, without the reimbursement being included in Gross Revenue.

A24: See Paragraph (7), A2, above. A fee is charged to the customer for this service, and it is the County’s position that because such fee(s) are not expressly excluded, the fee(s) are “Gross Revenue” under the Concession Agreement. Section 2.21(A)(7), Gross Revenues, of the Concession Agreement was added to all current Concession Agreements concurrent with exercise of the renewal term, in 2016, to clarify an apparent ambiguity; that the amount of the toll itself (or any resulting fine, etc.) was not “gross revenue” but any collection fees are. As a point of information, we found that most companies were already reporting such fees as Gross Revenues.

Q25: In Section 2.21(B), Gross Revenues, of the Concession Agreement, please we respectfully request carbon offsets be excluded from Gross Revenues. 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.

A25: The fee is optional, and is considered to be “Gross Revenue”; See also Paragraph (7), A2, above.

Q26: Section 4.03, Restrictions of Privileges, Uses and Rights, of the Concession Agreement, please add “Most Favored Nations” language as follows: “In the event that any contract granted by the County 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 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 County 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.”

A26: See Paragraph (7), A10, above.

Q27: In Section 4.05, Condition of the Assigned Premises, License Areas and Airport, of the

Concession Agreement, please add the following language to this section: “Concessionaire is not responsible for any pre-existing environmental contamination by the County, or other concessionaire, and County hereby indemnifies the Concessionaire from all pre-existing contamination not caused by the Concessionaire.”

A27: Palm Beach County cannot indemnify third-parties. Bidders should submit bids on the understanding that County will not hold a party responsible for a pre-existing condition or contamination on common areas not caused by a concessionaire. As this concern may relate to a “License Area under a Facilities Use Permit”, such License Area(s) are not known at this time. See also Paragraph (7), A39, below, for additional information.

Q28: In Section 4.08, Temporary Displacement/Relocation of the Assigned Premises, of the

Concession Agreement, please confirm that in the event County requires Concessionaire to relocate hereunder, County shall be responsible for any such relocation costs.

A28: See Paragraph (7), A3, above.

Q29: In Section 5.02, Abatement of Minimum Annual Guarantee, of the Concession Agreement, we respectfully request the abatement trigger be changed from 75% to 85%. A 25% decline in deplanements realistically means a 25% reduction in rental car business and is well beyond the point of catastrophic impact to the concessionaire. 85% is the industry standard trigger.

A29: See also See Paragraph (6), A28, in Amendment No. 1. Section 5.02 has been amended to change the abatement figure to 85%.

Q30: In Section 5.03, Facility Rental, of the Concession Agreement, please confirm the Facility

Rental rate will be $73.29/sf/year for the first year of the term.

A30: Facility Rental is subject to adjustment each October 1. The Facility Rental rate is $73.29/sf/year for the period October 1, 2017 thru September 30, 2018. The rate for the term commencing October 1, 2018 is not known at this time, and anticipated to be available approximately August 1, 2018. Bidders should submit bids on the understanding the Facility Rental rate for the First Contract Year, and all subsequent years, is not known and is subject to adjustment. See also A4 above.

Q31: In Section 5.09, Accounting Records, of the Concession Agreement, we are unable to provide serially numbered rental agreements. Our rental system is nationwide, with certain blocks of cities in the same reservation “pool”, thus the sequence of agreements is spread among those cities. For auditing purposes, however, we can pull out all the rental agreements for the Palm Beach International Airport and show which cities were assigned the “missing” numbers. We request County approval of this method. Or that County simply change this paragraph to require that “a numbered invoice shall be issued with each sale or transaction.”

A31: Section 5.09 provides that “Accounting records of Concessionaire shall be stored sequentially, or in such other manner approved by the Department, to provide reasonable and expeditious access for audit purposes hereunder.” The Department would approve a reasonably consistent numbering fashion.

Q32: In Section 5.10, Audit Requirements, of the Concession Agreement, we request the requirement to retain an independent CPA be eliminated as it would be very costly to hire a CPA for this purpose. We request that annual statements be certified by a financial representative of the company. If the County requires, we can provide a certification of the statements from an authorized financial officer of the corporation.

A32: The County will continue to require audit reports to be prepared by an independent Certified Public Accountant, not a regular employee of Concessionaire. This is the practice with all revenue agreements that exceed a certain threshold of gross revenues, typically $25,000.

Q33: In Section 5.12, Concession Pass-Through, of the Concession Agreement, because the concession fee is included in the definition of gross revenue, the actual cost to the rental company of the concession fee is 11.11%. Please add language that the “Concession Recoupment Fee, which shall not exceed 11.11%” to account for the additional commission the airport is receiving from the rental car company for the concession fee pass through.

A33: Section 5.12 does not specify a percentage or cap, and would permit a Concessionaire to charge its customers a Concession Recoupment Fee of 11.11%, if the Concessionaire chooses to do so.

Q34: In Section 6.05, Contractor Requirements, of the Concession Agreement, in the 2nd sentence, please update the wording from “comprehensive” to “commercial”.

A34: Section 6.05 of the Concession Agreement has been modified.

Q35: In Article 9, Insurance, of the Concession Agreement, our Risk Management department has requested the following changes:

a. Sec. 9.03, Workers’ Compensation & Employers Liability – In 4th sentence, please replace language after “Concessionaire shall…” to end of sentence with: “…confirm subcontractor has worker's compensation coverage in accordance with applicable law and Employer's liability insurance with limits not less than One Million Dollars ($1,000,000) each accident.”

b. Sec. 9.04, Additional Insured Endorsement – In 1st sentence, please add language as follows:

“…as an Additional Insured where their interest may appear for liabilities arising out of the conduct of the Concessionaire…”

c. Sec. 9.08, Right to Review or Reject Insurance – In 1st sentence, please revise language as follows: “…any required policies of insurance coverage specified above, including…” As a privately held company, our insurance policies are not open to inspection by any third party, insured or otherwise, as they are blanket policies and contain information which is deemed proprietary.

d. Sec. 9.08, Right to Review or Reject Insurance – In 2nd sentence, please add language as follows: “County may also reject any insurer without an A.M. best rating of A- or VII or better...” This provides a measurable standard.

A35: Sections 9.03, 9.04 and 9.08 of the Concession Agreement have been modified.

Q36: In Article 11, Indemnification, of the Concession Agreement, we respectfully request that

County provide for mutual indemnification. Will County please also indemnify Concessionaire against the same events that may arise due to County’s actions and write such provision into the Agreement?

A36: Palm Beach County is unable to provide mutual indemnification. Article 11 has been modified as discussed in A8 above, but will not be further modified.

Q37: In Article 14, Assignment and Transfer, of the Concession Agreement, we respectfully request that language at the end of the first sentence be revised to state: “such consent not to be unreasonably withheld.”

A37: Article 14 provides that “…consent may be granted or withheld by the County in its sole discretion”. Discretion is required in order to ensure the elements in Article 14 are met and that the County’s interests are protected.

Q38: In Section 21.19, Incorporation by References, of the Concession Agreement, please add language as follows: “…the Invitation for Bids, including all issued addenda and questions and answers…”

A38: Section 21.19 has been modified to include all issued addenda.

Q39: Please provide details regarding any additional space available under the Facilities Use

Permit. How much parking and storage space is available and where will it be located? What are the proposed fees?

A39: Section 4.04, Facilities Use Permit, of the Concession Agreement, was added in order to provide for a process to accommodate overflow parking requests that are often submitted by a concessionaire at the last-minute. Our intention with this section was to establish a process, and to prescribe a form (attached as Exhibit “B” to the Concession Agreement) whereby County and a concessionaire may agree to an overflow parking arrangement based on the circumstances at that time, and there is no assurance whatsoever that a suitable overflow area may even be available for a concessionaire’s use. The size and location(s) of such area(s) would be identified at the time a Facilities Use Permit is requested; the rate/fee would the then-current rate. Similarly, the environmental condition of a License Area is now known at this time (and may not be available at the time a Facilities Use Permit is requested). A concessionaire would have the ability, at its sole and absolute discretion, to elect to accept or decline a Facilities Use Permit at such time, by using the Facilities Use Permit form attached as Exhibit “B” to the Concession Agreement, without modification.

Q40: ACDBE Schedules 1-3 (Exhibits “4” & “5”, and Attachment “B”). We hope that the County appreciates the cumbersome nature of projecting whether the goal of 3.19% will be met or demonstrating Good Faith Efforts to meet the stated goal prior to the bid due date. We request that the County allow all Bidders to supply a detailed ACDBE Plan and documentation demonstrating Bidder’s commitment to utilize ACDBEs in meeting the County’s goal in lieu of completing the ACDBE forms and providing Good Faith Efforts documentation referenced in the IFB. There are several reasons these forms are problematic for rental car companies:

a. We should not have to rely on any 3rd party to provide us with any information we need to submit a proposal by a deadline. Specifically, the requirements of Schedules 1 & 2 are onerous require a signature from the ACDBE firm. Typically, partnerships with our vendors are generated out of an extensive process that may involve RFPs, written agreements or contracts.

We have no control over when an ACDBE firm would respond back to us on a request to provide this information or execute a form; and our proposal should not be rejected for not having the ACDBE’s information or signed commitments when it is out of our hands as to if/when we could get this information and signatures.

A40a: 49 CFR §23.25 provides, in part, that the “administrative procedures applicable to contract goals in part 26, §26.51-53, apply with respect to concession-specific goals.” 49 CFR §26.53(b)(2) requires airport sponsors to obtain specific information regarding the firms anticipated to participate in the contract as well as “[w]ritten confirmation from each DBE firm has agreed to participate in the contract.” The purpose of this requirement is to ensure that bidders have a reasonable plan to achieve their ACDBE participation contract commitment and that the ACDBE firms have agreed to participate in the contract. The Department recognizes that bidders do not have control over the response of ACDBE firms. If a bidder has contacted an ACDBE firm in good faith and the firm has failed or refuses to submit the Schedule 2 form prior to the deadline for submission of your bid, the bidder should include this information in Schedule 3 as a part of the bidder’s demonstration of good faith efforts.

Schedules 1 and 2 are not required to be submitted with the bid response; however, they will be required to be submitted prior to contract award.

b. We do not enter into agreements with ACDBE suppliers/vendors; we purchase items on an as-needed basis. Therefore, we cannot commit to utilize any one vendor; however, we can and will use good faith efforts to utilize ACDBE suppliers/vendors as opportunities arise.

A40b: We understand that bidders do not necessarily enter into subcontracts with suppliers and that supplies may be ordered through a purchase order or other similar mechanisms.

We also understand that bidders may not be able to anticipate all future purchases of supplies; however, available ACDBE suppliers should be considered for routine purchases of supplies where possible. Based on reporting, rental car companies routinely utilize the same ACDBE suppliers for certain categories of supplies; however, the Department recognizes that a supplier may be substituted in the event the firm ceases to provide the necessary supplies or is no longer able to provide the supplies at reasonably competitive prices.

c. We should not have to identify ACDBE vendors until after we are awarded the contract. Prior to entering into the concession agreement, we will not know what types of goods/services we will need, so any vendor work we identify at this point will be speculative. For example, we do not yet know if we will potentially have to move counters/facilities and what we might need as far as services or goods related to such relocation. Further, it is difficult for the rental car industry as a whole to identify ACDBE vendors because there is simply a lack of such vendors that provide goods/services applicable to a rental car concession. We do all we can to include ACDBEs in our procurement process, however, for the products and services we require, it is difficult to secure organizations with that certification. We also try to assist non ACDBEs with obtaining the certification if they qualify and are interested.

A40c: Under the ACDBE regulations, the costs incurred toward the initial build out of the facility may not be counted toward an ACDBE goal. Any on-going purchases of goods and services should be considered for ACDBE participation to the extent there are firms who are ready, willing and able to provide such goods and/or services. Bidders can demonstrate their good faith efforts by achieving the ACDBE goal or providing sufficient documentation why the goal could not be achieved. As a part of your good faith efforts, you should identify the categories of goods and/or services available for ACDBE participation and the efforts you made to contact ACDBE firms in those categories. The lack of availability of ACDBE firms to participate in the contract in certain categories of work will be considered in determining good faith efforts. We also recognize that existing vendors may be in the process of obtaining certification at the time of the bid. While vendors with pending applications cannot be counted toward the ACDBE goal at the time of bid submission, bidders should identify their commitment to utilize such firms upon certification, which will be considered as a part of your good faith efforts. Bidders should identify all efforts they have made to achievement of the goal, including any assistance services provided.

Q41: For these reasons, it is very difficult to project whether we will meet the goal and we should only have to provide our list of vendors AFTER we are awarded the concession and contact begins as we might not have the opportunity to utilize ACDBEs until the future rental car projects are nearer and we know what our needs are.

A41: Bidders should only commit to the percentage of ACDBE participation that they reasonably believe at the time of bid submission can be achieved based upon their good faith efforts. The purpose of the plan is, in part, to ensure that ACDBE participation is not overstated at the time of bid submission.

Q42: Schedule 3, Item #4, Qualifications, of the IFB: “The proposer shall provide a list of ACDBE firms that the proposer deemed unqualified, if any, and an explanation for the conclusion reached.”

Please strike this section as we should not be required to list firms that were rejected prior to the award of contract, as we may not be able to make this decision at this time. We purchase our goods and services on an as-needed basis, as such we cannot definitively determine what ACDBE firms will be qualified or unqualified. If not deleted, please confirm we may simply state that we

· have not deemed any ACDBE firms unqualified at this time.

A42: Bidders only need identify ACDBE firms that were specifically excluded from consideration prior to bid submission based on a determination that the firm was unqualified to provide the good and/or service being sought. For instance, a firm may be identified in a particular NAICS code, but it is later determined that the firm does not actually provide the specific good or service identified under the general code designation.

Q43: Sec. 2.k, Public Records, of the IFB. Please confirm that "if financial information is required" we may mark our financial information "Confidential and Proprietary" and have it returned to us after the Agreements are awarded as we are a privately held company and our financial information is not disclosed to the public.

A43: Financial information is not required with the bid response but may be required in the event information is required to support a bidder's ability to perform under the Concession Agreement. We do not anticipate requiring submittal as part of this particular IFB solicitation; however, bidders should be advised that all agencies in the State of Florida, including Palm Beach County, are governed by the public records requirements of Chapter 119, Florida Statutes, which provides in part: (Section 119.01 , F.S.) "It is the policy of this state that all state, county, and municipal records are open for personal inspection and copying by any person. Providing access to public records is a duty of each agency."

Chapter 119 outlines various exemptions, but the subject information does not appear to be listed or included. Unless exempt, information that is provided is subject to inspection, upon request. Identifying materials as "confidential" or "proprietary" does not necessarily deem that they are such under Chapter 119, F.S.

All other terms and conditions of Invitation for Bid# PB 18-7 remain the same and unchanged.

Bidders are reminded of the following:

Written Comments/Questions related to this Amendment No. 2 may be submitted to the Contact Person(s) listed in the IFB until 2:00 p.m., local time, Friday, May 25, 2018.

The Deadline for Submission of Bids HAS BEEN EXTENDED to 2:00 p.m. local time, on Friday, June 15, 2018, at the Reception Desk, Department of Airports, 846 Palm Beach International Airport, West Palm Beach, FL 33406-1470.

Bidders are reminded that a BID GUARANTEE in the amount of $5,000 must be included with the Submission of Bid documents. We recommend including a photocopy of the Bid Guarantee documentation with the additional copy and the electronic copy.

Bidders are reminded to review the provisions pertaining to Airport Concession Disadvantaged Business Enterprises (ACDBE), as listed in Section 3.6 of the IFB. Information regarding ACDBE certification status may be found through the Florida Department of Transportation Equal Opportunity Office website at:

https://fdotxwp02.dot.state.fl.us/Equal0pportunity0fficeBusinessDirectorv/ or by contacting the Palm Beach County Department of Airports' AC/DBE Office at

(561) 471-7403.

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Deputy Director - Airports Business Affairs

ATTACHMENT “1”

TO

AMENDMENT NO. 2

Exhibit “1” to the IFB

Agreement for Rental Car Lease and Concession (the “Concession Agreement”)

AGREEMENT FOR RENTAL CAR LEASE AND CONCESSION

AT THE PALM BEACH INTERNATIONAL AIRPORT

THIS AGREEMENT FOR RENTAL CAR LEASE AND CONCESSION (this “Agreement”) is made and entered into , by and between Palm Beach County, a political subdivision of the State of Florida (the “County”), and doing business as , a LLC/corporation, having its office and principal place of business at (the “Concessionaire”).

W I T N E S S E T H:

WHEREAS, County, by and through its Department of Airports, owns and operates Palm Beach International Airport (“Airport”), located in Palm Beach County, Florida; and

WHEREAS, Concessionaire submitted a response to County's public solicitation for competitive bids for the Rental Car Lease and Concession at PBIA, Invitation for Bid No. PB 18-7, which opened , 2018 (“Invitation for Bid”); and

WHEREAS, Concessionaire was selected to operate a rental car concession at the Airport, which includes the non-exclusive right to lease space in the terminal for the purpose of conducting Concessionaire’s business; and

WHEREAS, Concessionaire desires to operate and manage an Airport concession in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual convents herein contained, and for such other good and valuable consideration, the receipt of which the parties hereby expressly acknowledge, the parties hereto covenant and agree to the following terms and conditions:

ARTICLE 1

RECITALS

The foregoing recitals are true and correct and are hereby incorporated herein by reference.

ARTICLE 2

DEFINITIONS

2.01 “Airline Agreement” has the meaning set forth in Section 5.03.

2.02 “Airport” means the Palm Beach International Airport.

2.03 “Airport Concession Disadvantaged Business Enterprises” or “ACDBE” has the meaning set forth in Title 49, Part 23 of the Code of Regulations, as now or hereafter amended or any successor regulation.

2.04 “Airport Rules and Regulations” means the Palm Beach County Airport Rules and Regulations adopted by Resolution No. R-98-220, as now or hereafter amended, and any successor ordinance or resolution regulating activities or operations on the Airport, which is hereby incorporated herein by reference and made a part hereof.

2.05 “Annual Percentage Payment” means ten percent (10%) of Concessionaire’s annual Gross Revenues.

2.06 “Assigned Premises” means __________ square feet of reservation counter and office area in the Terminal, as more particularly described on Exhibit “A”.

2.07 “Assignments” has the meaning set forth in Article 14.

2.08 “Bid Response” means the bid response submitted by Concessionaire in response to the Invitation for Bid.

2.09 “Bond” has the meaning set forth in Section 5.13.

2.10 “Bond Resolution” means the Palm Beach County Airport System Revenue Bond

Resolution dated April 3, 1984 (R-84-427), as amended and supplemented, which is hereby incorporated herein by reference and made a part hereof.

2.11 “Brand” means a word, mark, symbol, design, term or combination of these used for the purpose of identifying a product or service.

2.12 “Commencement Date” has the meaning set forth in Section 3.02.

2.13 “Concession” means the rental car concession operated by Concessionaire pursuant to the terms and conditions of this Agreement.

2.14 “Concession Fees” means the fees payable by Concessionaire to County pursuant to Section 5.01.

2.15 “Concession Recoupment Fee” has the meaning set forth in Section 5.12.

2.16 “Contract Year” means the twelve (12) month period, beginning on October 1, 2018, and ending on September 30, 2019, and each twelve (12) month period thereafter, until the termination of this Agreement.

2.17 “Department” means the Palm Beach County Department of Airports.

2.18 “FAA” means the Federal Aviation Administration.

2.19 “Facility Rental” means the annual rental rate payable by Concessionaire to County for Concessionaire’s use and occupancy of the Assigned Premises pursuant to Section 5.03.

2.20 “Facilities Use Permit” has the meaning set forth in Section 4.04.

2.21 “Gross Revenues” means all monies due Concessionaire, whether paid or unpaid, from any and all customers for the use, rental or lease of vehicles and any additional services or accessories contracted for, delivered, supplied or rented at or from the Airport regardless of where, how (cash, credit, barter or otherwise) or by whom payment is made; whether the customer is transported from the Airport to an off-Airport place of business; or where the vehicle is picked up or returned.

Unless revenues are expressly and specifically excluded from Gross Revenues, all revenues derived from, arise out of or become payable on account of the Concession, whether directly or indirectly, shall be included in Gross Revenues.

A. Gross Revenues shall include, but shall not be limited to:

1. time and/or mileage charges, after discounts, assessed by

Concessionaire to its customers;

2. premiums on any and all insurance sold, including personal accident insurance, personal effects and cargo insurance, life insurance and any other insurance sold in connection with a vehicle rental;

3. any and all add-on fees and charges including extra driver coverage, underage driver coverage and vehicle upgrade charges;

4. any and all fees and charges for equipment, supplies and incidental items which are made available and charged for separate from the vehicle including, but not limited to, sporting equipment, cellular telephones, pagers, electronic equipment and devices such as GPS or other navigation aid devices and toll passes, child restraint seats, video equipment, and any other incidental items and services;

5. charges commonly referred to as “drop charges” or “intercity fees”;

6. any fee or charge to Concessionaire’s customers related to the

Concession Fee, including, but not limited to Concession Recoupment Fees as defined in Section 5.12; and

7. any amount charged by Concessionaire as an administrative, processing or other similar fee for items such as “toll-by-plate”, “plate pass” or “open road tolling”, parking violations or traffic infractions; whether such administrative, processing or other similar fee is charged directly by, or through, Concessionaire or a third-party vendor or contractor.

B. Gross Revenues shall not include:

1. the amount of any sales taxes or other similar excise taxes, now or hereafter levied or imposed, which are separately stated and collected from customers;

2. sums received from customers for Collision Damage Waiver (CDW) protection and Loss Damage Waiver (LDW) protection;

3. sums received as insurance proceeds, or payments from

Concessionaire’s customers or insurers for damage to vehicles or other property of Concessionaire;

4. sums received as the result of the loss, conversion, or abandonment of

Concessionaire’s vehicles;

5. sums received from the sale of vehicles or other equipment used in the operation of the Concession, the use of which Concessionaire wishes to discontinue;

6. amounts charged to customers for fuel;

7. Local Revenue; and

8. the amount of any governmental fines or penalties for traffic infractions

(such as parking, red light and toll infractions), which are separately stated and collected from customers, and paid directly to the imposing governmental authority by Concessionaire. Notwithstanding the foregoing, any amount charged by Concessionaire as an administrative, processing or other similar fee shall be considered Gross Revenues in accordance with Section 2.20(A)(7) above.

2.22 “Improvements” has the meaning set forth in Section 7.01.

2.23 “Initial Term” has the meaning set forth in Section 3.02.

2.24 “Invitation for Bid” has the meaning set forth in the Recitals to this Agreement.

2.25 “Letter of Credit” has the meaning set forth in Section 5.13.

2.26 “License Area” has the meaning set forth in Section 4.04

2.27 “Local Revenue” means revenue derived from a vehicle rental transaction with a customer who has not deplaned at the Airport, as evidenced by the customer’s drivers license number, the zip code included on the customer’s drivers license indicating the customer resides in Palm Beach County and the certification provided in Section 5.09 below.

2.28 “Minimum Annual Guarantee” means a minimum amount to be paid to County on an annual basis during each Contract Year as set forth in Section 5.01(A).

2.29 “Public Areas” has the meaning set forth in Section 4.02(A).

2.30 “Rate and Fee Schedule” has the meaning set forth in Section 5.03.

2.31 “Renewal Term” has the meaning set forth in Section 3.02.

2.32 “Schedule 1” has the meaning set forth in Section 20.04(E).

2.33 “Security Deposit” has the meaning set forth in Section 5.13.

2.34 “Statement of Gross Revenues” has the meaning set forth in Section 5.08.

2.35 “Term” means the Initial Term and any Renewal Term.

2.36 “Terminal” means the passenger terminal building located at the Airport.

2.37 “TSA” means the Transportation Security Administration.

2.38 “Year-to-Date Concession Payments” means the sum of monthly Concession Fee payments made to County for the then current Contract year.

2.39 “Year-to-Date Minimum Annual Guarantee” shall mean the pro rated portion of the

Minimum Annual Guarantee based on the number of completed months in the then current Contract Year. For example, the Minimum Annual Guarantee is Five Hundred Thousand Dollars ($500,000). It is April 20; therefore, six (6) full months of the Contract Year have been completed (October through March). The Year-to- Date Minimum Annual Guarantee would be: $500,000 x 6/12 = $250,000.

2.40 “Year-to-Date Percentage Payment” shall be determined by multiplying ten percent (10%) by the Gross Revenues for the then current Contract Year through the last full month of the Contract Year. For example, it is December 20, and Gross Revenues are Two Million Dollars ($2,000,000) through November 30. The Year-to-Date Percentage Payment would be: $2,000,000 x 0.10 = $200,000.

ARTICLE 3

EFFECTIVE DATE AND TERM

3.01 Effective Date. This Agreement shall become effective when signed by the parties hereto.

3.02 Term. The term of this Agreement shall be for a period of five (5) years, commencing on October 1, 2018 (the “Commencement Date”), and terminating on September 30, 2023 (the “Initial Term”), unless sooner terminated as provided herein. Provided Concessionaire is not in default of any of the terms and conditions of this Agreement, this Agreement may be renewed for one (1) additional period of two (2) years upon mutual agreement by County and Concessionaire (the “Renewal Term”). Any Renewal Term shall be effective only upon an amendment pursuant to this paragraph, which may be executed by the Director on behalf of County. All terms and conditions of this Agreement shall be applicable during such Renewal Term.

ARTICLE 4

PRIVILEGES AND PREMISES

4.01 Description of Specific Privileges, Uses and Rights. County hereby grants to Concessionaire the following non-exclusive specific privileges, uses and rights, all of which shall be subject to the terms, conditions and covenants set forth herein:

A. To conduct and operate a high quality rental car concession at the Airport from the Assigned Premises;

B. To offer for rent additional services, conveniences or accessories to complement the basic vehicle rental from the Assigned Premises. Such additional services or accessories may include the right to offer for sale related loss and collision damage waiver protection, personal injury and accident insurance, supplemental liability, uninsured motorist, and personal effects insurance; and to provide customer service features such as baby car seats and cellular telephones; and

C. To load and…