REQUEST FOR PROPOSALS (RFP) NON … - RFQ/Rental Car... · Page 1 of 61 – Non-exclusive...

of 61 – Non-exclusive On-airport Rental Car Concession – Proposal documents

REQUEST FOR PROPOSALS (RFP)

NON-EXCLUSIVE ON-AIRPORT RENTAL CAR CONCESSION

ROBERTS FIELD – REDMOND MUNICIPAL AIRPORT

NOTICE TO PROPOSERS

The City of Redmond, Oregon (City) hereby requests proposals from all interested and qualified

proposers desiring to establish and operate a NON-EXCLUSIVE ON-AIRPORT RENTAL CAR

CONCESSION AT ROBERTS FIELD – REDMOND MUNICIPAL AIRPORT (Airport).

Sealed proposals will be received by the City Recorder at the City of Redmond, 716 SW

Evergreen Avenue, Redmond, Oregon, 97756 until 2:00 p.m. on Wednesday, July 27, 2016.

The City intends to award up to five (5) non-exclusive On-Airport Rental Car Concession

Agreements (Concession Agreement) for a Term of five (5) years to the most qualified proposers

offering the highest minimum annual guarantee (MAG) in accordance with the criteria set forth

in this Request for Proposals (RFP). The term of the Concession Agreements anticipated to be

awarded as the result of this RFP shall be for a period of five (5) years.

A Pre-Proposal Conference will be held in the Event Conference Room, Airport Terminal,

2522 SE Jesse Butler Circle, Redmond Oregon 97756, at 1:00 p.m. PDT on Thursday, June 16,

2016. While attendance is not a requirement for submitting a proposal, all prospective proposers

are encouraged to attend.

All proposals will be publicly opened and the names of the responding entities will be read aloud

at precisely 2:00 p.m. on Wednesday, July 27, 2016 in Conference Room A, Redmond City Hall,

716 SW Evergreen Avenue, Redmond, Oregon. Proposals, amendments to proposals, or requests

for withdrawal of proposals received by the City Recorder after 2:00 p.m. on Wednesday, July

27, 2016 will not be considered for any cause whatsoever. Proposers or their authorized

representatives are invited to be present at the proposal opening.

Each proposal must be submitted in quintuplicate (original and four copies) besides in one digital

copy, and accompanied by a certified check, cashier’s check, treasurer’s check, or proposal bond

payable to the City of Redmond in the amount of Twenty-five Thousand Dollars ($25,000). No

email submission is allowed. The outside or exterior of each proposal envelope or container of

the proposal must be marked with the wording: “Proposal for Non-Exclusive On-Airport Rental

Car Concession at Roberts Field – Redmond Municipal Airport.”

The Information for Proposers may be obtained from the City website at www.ci.redmond.or.us

under the “Business” tab, and from the Airport website at www.flyrdm.com under the “Airport –

Business Opportunities” link. For question regarding this solicitation, please contact Felila

Narotski by email at [email protected].

The City reserves the right to reject any and all proposals and to waive any informality in the

RFP process. Any omission, inaccuracy, or misstatement may be cause for rejection of a

proposal. The City further reserves the right to modify or incorporate additional steps in the

evaluation process in the interest of having a thorough and comprehensive body of information

in order to make a recommendation.

http://www.ci.redmond.or.us/

http://www.flyrdm.com/

mailto:[email protected]


INFORMATION FOR PROPOSERS

NON-EXCLUSIVE ON-AIRPORT

RENTAL CAR CONCESSION

AT

ROBERTS FIELD – REDMOND MUNICIPAL AIRPORT

1. PROPOSALS Sealed proposals for a NON-EXCLUSIVE ON-AIRPORT RENTAL CAR

CONCESSION AT THE REDMOND MUNICIPAL AIRPORT (the Concession”) will

be received by the City Recorder at the City of Redmond (the “City”), 716 SW Evergreen

Avenue, Redmond, Oregon 97756, until 2:00 p.m. on Wednesday, July 27, 2016.

Proposal documents are to be submitted in quintuplicate (original and four (4) copies) as

well as in one digital format. No email submission is allowed. The Proposal Documents

include the following forms attached hereto and made a part of this RFP as well as

associated documentation:

Exhibit A: Qualifications Form and Respondent Information

Exhibit B: Proposal Form

Exhibit C: Affidavit

Exhibit D: Proposal Bond

Exhibit E: Ready Return/Overflow Parking Area

Exhibit F: Office/Counter Layout

The City’s Concession Agreement for On-Airport Rental Car Concession (Concession

Agreement) is presented as Exhibit G of this RFP. Each Concession Agreement

anticipated to be awarded as the result of this RFP process shall be for a period of five (5)

years (Term). The Term may be extended for a maximum of two separate one (1) year

periods commencing on the day following the last day of the preceding Term provided

the extension is mutually agreed upon by the City and the concessionaire in writing.

2. PROPOSAL GUARANTEE

Each proposal shall be accompanied by a certified check, cashier’s check, treasurer’s

check from any national or state bank, or proposal bond in the amount of Twenty-five

Thousand Dollars ($25,000) made payable to The City of Redmond, Oregon. Failure to

include the specified proposal guarantee shall render the proposal non-responsive. The

check or proposal bond, as the case may be, must be attached to the proposal form and

will be held by the City, without interest, as the proposal guarantee. The proposal

guarantee of each successful Qualified Proposer will be held by the City, without interest,

pending the complete execution of a Concession Agreement substantially in the form

attached hereto as Exhibit “G” between the City and the successful Qualified Proposer

covering the successful Qualified Proposer’s right to conduct on-airport rental car

operations at the Airport. Complete execution includes providing fully executed payment

and performance bonds in the required amounts and forms. If a successful Qualified

Proposer should fail to execute the Concession Agreement and deliver same to the City

within fifteen (15) days after receipt of notification by the City of the award, the $25,000

proposal guarantee will be forfeited to the City as liquidated damages.


3. SCOPE OF FEES TO BE PAID THE CITY BY CONCESSIONAIRES

a. Minimum Annual Guarantee: Each Proposer shall submit its proposal as a

minimum annual guarantee (MAG) for each of the first two (2) years of the

Concession Agreement. The minimum acceptable MAG proposal shall be at

least One Hundred Thousand Dollars ($100,000) per year. The cumulative

total of the Minimum Annual Guarantees for the first two (2) years of the

Term shall be one factor considered by the City for selecting the highest and

best proposals.

b. Concession Fee: For the privilege of conducting an on-airport rental car

operation at the Airport, each Concessionaire awarded a Concession

Agreement shall pay to the City, in addition to the other fees set forth in the

Concession Agreement, a monthly Concession Fee equal to the greater of one-

twelfth (1/12) of the applicable MAG or an amount equal to ten percent (10%)

of all monthly Gross Revenues of such Concessionaire (as all such terms are

defined in the Concession Agreement).

c. Ready/Return Space Rent: For the First and Second Years of the

Concession Agreement, Concessionaires will pay monthly rent to the City of

Thirty Dollars ($30.00) per designated space per month for use of the

ready/return spaces allocated to them from time to time due and payable in

advance on the first (1st) day of each calendar month. For the Second and

Third Years of the Concession Agreement, Concessionaires will pay monthly

rent to the City of Thirty-Two Dollars ($32.00) per designated space per

month for use of the ready/return spaces allocated to them from time to time

due and payable in advance on the first (1st) day of each calendar month. For

the Fifth Year of the Concession Agreement including, if applicable, the two

one (1) year extension years, Concessionaires will pay monthly rent to the

City of Thirty-Four Dollars ($34.00) per designated space per month due and

payable in advance on the first (1st) day of each calendar month. The

Ready/Return Premises are depicted in Exhibit “E” of this RFP

d. Overflow Space Rent: For the First and Second Years of the Concession

Agreement, Concessionaires will pay a monthly rent to the City of Twenty

Five Dollars ($25.00) per designated space per month for use of the overflow

parking spaces allocated to them from time to time due and payable in

advance on the first (1st) day of each calendar month. For the Third and

Fourth Years of the Concession Agreement, Concessionaires will pay a

monthly rent to the City of Twenty-Seven Dollars and Fifty Cents ($27.50)

per designated space per month for use of the overflow parking spaces

allocated to them from time to time due and payable in advance on the first

(1st) day of each calendar month. For the Fifth Year of the Concession

Agreement including, if applicable, the two one (1) year extension years,

Concessionaires will pay Thirty Dollars ($30.00) per designated space per

month, due and payable in advance on the first (1st) day of each calendar

month. The Overflow premises are depicted on Exhibit “E” of this RFP.

e. Temporary Overflow Parking Spaces. Concessionaires shall pay City a

daily rent of One Dollar ($1.00) per vehicle per day or Twenty-Two Dollars

and Fifty Cents ($22.50) per vehicle per month for use of the unpaved

overflow lot located in the unpaved parking area at the north end of the


Ready/Return and Overflow Parking Lot, for temporary overflow parking

during the summer months. This unpaved lot is for storage of

Concessionaire’s overflow rental vehicles only (no staff or personal vehicles).

Availability is on a first-come, first-served basis and is shared with all other

concessionaires. Concessionaires shall report their use of these temporary

spaces as a separate line item on their monthly reports to the Airport.

f. Office/Counter Space Rent: Concessionaires will pay Office/Counter Rent

as described in Section 5.2 of the City’s Concession Agreement as presented

in Exhibit “F” of this RFP. Rent shall be due in advance on the first (1st) day

of each month, becoming delinquent if unpaid by the tenth (10th) day of the

month.

g. Customer Facility Charge: Concessionaire shall collect, account for, and

remit to the City each month of the Term, a Customer Facility Charge (CFC),

on a per-transaction day basis, payable by Concessionaire’s Customers and

due from each Concessionaire to the City (whether collected from Customers

or not), as established by the City by Resolution. Collection and remittance of

the CFC shall occur on the first day of the second month following the

Commencement Date of the Concession Agreement.

4. MINIMUM QUALFICATIONS AND QUALIFICATION FORM

Each proposer must include in its proposal, evidence that it is fully competent and has the

necessary staff, experience, and facilities to fulfill the conditions of the Concession

Agreement. Each proposer must submit as a part of its proposal the information required

on the Qualification Form attached hereto as Exhibit “A”. All proposers must have a

minimum three (3) years’ experience operating/managing a rental car business which has

generated at least $1,000,000 in gross sales per year; be a part of a nationwide car rental

car reservation system; rent vehicles no older than two (2) years of age; maintain vehicles

in clean and good working order; and must accept a minimum of three (3) major credit

cards as payment for its rental services.

Each proposer must be a recognized company, corporation or partnership under the laws

of one of the United States of America, must be authorized to do business in the State of

Oregon and provide written proof thereof. Each proposer must demonstrate it has

adequate financial resources, including but not limited to the ability to provide the

appropriate security deposit and insurance as required by the Concession Agreement.

Audited financial statements for the last two (2) fiscal years are required. If such audited

financial statements are not available for the proposer, such financial information as is

available must be submitted, so as to adequately evidence proposer is able, and currently

performs the services requested, and has the financial resources to perform all

Concessionaire obligations stipulated in the Concession Agreement. Franchisees of

national firms must demonstrate they have the financial support of the national

organization.

5. CONCESSION AGREEMENT Successful Qualified Proposers shall be given written notice by certified mail that they

have been awarded a Concession. Accompanying the notice will be three (3) originals of

the City’s Concession Agreement. Within fifteen (15) days of the date of receipt of such

notice, each successful Qualified Proposer must fully execute and deliver two (2)


originals of the Concession Agreement to the City Recorder. The City reserves the right

to amend the form of the Concession Agreement by addendum at any time prior to

execution thereof without the necessity of re-advertising or re-letting this RFP. No

amendment, alteration, or change, as the case may be, to the Concession Agreement shall

invalidate or affect anything in the proposal documents which is not expressly altered or

affected by such amendment, alteration, or change.

6. PERFORMANCE SECURITY DEPOSIT

Each successful Qualified Proposer shall either post a performance and payment bond or

establish an irrevocable letter of credit in the form and amount required in the Concession

Agreement and deliver a fully executed copy of same with the executed contract

documents referenced in Section 5 above. The Performance Security Deposit shall be in

the amount equal to one-half (1/2) of the Minimum Annual Guarantee for each year of

the Term as specified under Article V of the Concession Agreement.

7. PRE-PROPOSAL CONFERENCE

A pre-proposal conference will be held in the Event Conference Room at the Airport

Terminal, 2522 SE Jesse Butler Circle, Redmond Oregon 97756, at precisely 1:00 p.m.

PDT on Thursday, June 16, 2016. While attendance is not a requirement for submitting a

proposal, all prospective proposers are encouraged to attend.

8. OPENING OF PROPOSALS

Proposals shall be received as set forth in paragraph 1 above. Proposals received by the

City after 2:00 p.m. on Wednesday, July 27, 2016 will be returned to the proposer

unopened. The City Recorder will publicly open and read aloud the names of all

Proposers at precisely 2 p.m. on the same day, in Conference Room A at Redmond City

Hall, 716 SW Evergreen Street, Redmond, Oregon. Proposers or their authorized

representatives are invited to be present at the proposal opening. The opening of any

proposal shall not be considered as an acceptance of such proposer as a responsible

qualified proposer.


The City has established the following schedule for this RFP process:

ACTIVITY

COMPLETION

DATE

RFP Advertisement June 1, 2016

Pre-proposal meeting June 16, 2016

Final Written Questions from Proposers Due June 30, 2016

City Issues Responses to Proposer Questions July 14, 2016

RFP submission due July 27, 2016

City Council Approval of Concession Agreement September 13, 2016

Contract start date October 1, 2016

9. WITHDRAWAL OF PROPOSALS

Proposals may be withdrawn at any time prior to 2:00 p.m. on Wednesday July 27, 2016.

No proposer will be permitted to withdraw its proposal after such time unless the opening

of such proposals is delayed by action of the City for a period exceeding sixty (60) days

from Wednesday, July 27, 2016.

10. REJECTION OF IRREGULAR PROPOSALS

The City reserves the right to award less than five (5) Concession Agreements; waive any

irregularities, technicalities, or informalities in any proposal; and to reject any or all

proposals.

11. ACCEPTANCE/REJECTION OF PROPOSALS

The City reserves the right to award up to five (5) Concession Agreements. The City

further reserves the right to reject any and all proposals; to waive any formalities in

connection therewith; or waive any requirements or specifications; to accept any proposal

deemed advantageous to it; and negotiate with the selected Proposers changes, deletions,

or additions to the provisions of the Concession Agreement. The City further reserves

the right to modify or incorporate additional steps in the evaluation process in the interest

of having a thorough and comprehensive body of information in order to make a

recommendation.

The City may, for any reason, decide not to award a Concession Agreement as a result of

this RFP. The City may reject a proposal if:

Any of the proposal forms are left blank or are materially altered.

Any submittal information is incomplete, improperly executed, indefinite,

ambiguous, or omitted.

Irregularities of any kind exist that render the proposal incomplete, indefinite, or

ambiguous.

Exceptions or modifications are made by the proposer to the terms of this RFP

and/or any terms or conditions of the Concession Agreement.

12. CONSIDERATION FOR AWARD

The City is desirous of providing the air traveler with rental car service of the highest

possible caliber, and to receive a fair monetary return (including, but not limited to, a

percentage of annual gross revenues with minimum annual guarantee) for the non-

exclusive Concession to be granted hereunder. Only those proposals received timely and


in proper form will be considered. The experience, ability and reputation of the proposer,

as well as its financial ability to establish and carry on its business, will be important

considerations in the selection of a Concessionaire.

13. RESPONSIBILITY OF PROPOSERS Each proposer shall carefully examine the terms of this RFP including the Concession

Agreement, the location of the rental car customer service counters as illustrated in

Office/Counter Layout, Exhibit “F” of this RFP and the location of the Ready/Return and

Overflow parking lot as illustrated in Ready/Return and Overflow Parking Area Layout

(Exhibit E of this RFP). Each proposer shall judge for itself as to all conditions and

circumstances relative to its proposal. Failure on the part of any proposer to make such

examination and on-site inspection shall not constitute a ground for declaration by the

proposer that it did not understand the conditions with respect to its proposal submitted.

14. ALLOCATION OF READY/RETURN AREA Each Qualified Proposer awarded a Concession shall be allocated a share of the

ready/return parking spaces in the Ready/Return and Overflow parking lots equivalent to

the percentage derived by comparing its total two (2) year MAG Proposal to the total of

the all MAG proposals of all Qualified Proposers awarded Concession Agreements. The

precise location of each Concessionaire’s parking spaces shall be determined and will be

assigned to each Concessionaire by the Airport Director. The City reserves the right to

relocate the Concessionaire’s parking spaces due to operational changes on the Airport.

In the event the total MAG Proposals of two (or more) successful Qualified Proposals are

exactly the same, the Airport Director shall flip a coin.

15. ALLOCATION OF OVERFLOW PARKING AREA

Each Qualified Proposer awarded a Concession Agreement shall be allocated a share of

overflow parking spaces in the Ready/Return and Overflow parking lot equivalent to the

percentage derived by comparing its total two (2) year MAG Proposal to the total of the

all MAG proposals of all Qualified Proposers awarded concessions. The precise location

of each Concessionaire’s overflow parking spaces shall be determined and will be

assigned to each Concessionaire by the Airport Director. The City reserves the right to

relocate the Concessionaire’s parking spaces due to operational changes on the Airport.

In the event the total MAG Proposals of two (or more) successful Qualified Proposals are

exactly the same, the Airport Director shall flip a coin.

16. ALLOCATION OF OFFICE/COUNTER SPACE Each Concessionaire shall be assigned an office/counter space area in the main terminal

building. The successful Qualified Proposers awarded a Concession Agreement will be

allowed to select the office/counter space area of their choice, the order of selection to be

based on the ranking of the Concessionaire’s total MAG Proposal, highest ranked first,

and so on. In the event of a tie the Director shall flip a coin.

In the event that any successful Qualified Proposer awarded the Concession shall cease to

conduct on-airport rental car operations at the Airport or shall lose or be denied its right

to conduct such on-airport rental car operations at the Airport, the rental car

Concessionaire that replaces the departed Concessionaire shall be assigned the

office/counter space previously occupied by the departing Concessionaire.


17. IMPROVEMENTS It is expressly understood that the City will own all permanent leasehold improvements

made by Concessionaires at the Airport at the expiration or earlier termination of the

Concession. No initial capital improvements will be required by the Concessionaire.

18. DISADVANTAGED BUSINESS ENTERPRISES The City of Redmond encourages DBE (Disadvantaged Business Enterprises)

participation in its concession contracts.

19. AMENDMENTS TO PROPOSAL DOCUMENTS

The City reserves the right to amend the proposal documents through addendum at any

time prior to the scheduled proposal opening. The City, at its discretion, may provide

additional time to respond if needed. The term “proposal documents” shall mean the

Notice to Proposers, this Information to Proposers, the Qualification Form (Exhibit “A”),

the Proposal Form (Exhibit “B”), the Affidavit (Exhibit “C”), the Proposal Bond (Exhibit

“D”), the Ready/Return and Overflow Parking Area Layout (Exhibit “E”), the

Office/Counter Layout (Exhibit “F”) and the Concession Agreement (Exhibit “G”).

TRADE NAMES AND DUAL BRANDING Concessionaire awarded a Concession Agreement shall be prohibited from operating at

the Airport under any brand name or names other than the brand name or names that it

designated in its response to the City’s RFP. Under no circumstances shall

Concessionaire operate its concession under more than a total of two (2) trade or brand

names. A Concessionaire wishing to change its brand or trade name during the term of

the Concession Agreement shall obtain the prior written approval of the City, which

approval may be withheld in the City’s sole discretion.


20. ADDITIONAL INFORMATION FOR PROPOSERS

HISTORY OF REPORTED GROSS RENTAL CAR

REVENUES

AT THE AIRPORT

Calendar Year Revenue

2005 $4,800,416

2006 $5,655,502

2007 $6,651,276

2008 $6,031,177

2009 $4,958,368

2010 $5,361,341

2011 $5,785,944

2012 $5,909,140

2013 $6,299,873

2014 $7,489,463

2015 $8,404,797

HISTORY OF REDMOND MUNICIPAL AIRPORT

DEPLANEMENTS

Calendar Year Passengers

2005 186,426

2006 212,606

2007 245,029

2008 245,561

2009 232,265

2010 235,324

2011 241,626

2012 238,195

2013 244,856

2014 261,184

2015 285,509

21. PROPOSERS TO MAKE OWN INVESTIGATIONS

This RFP has been designed so proposers can follow a step-by-step process from

proposal preparation, to submittal, and award. Although the City believes its information

on historical data, statistics, etc., to be accurate, the City cannot guarantee the accuracy of

such information, and proposers should investigate such matters to their own satisfaction.

Proposers may not rely on any implied representations or warranties (the existence of

which are hereby disclaimed), or the accuracy of any projections or other information

provided in connection with this RFP by the City or its Agents. Proposers should make

independent and expert investigation and evaluation of all information provided in

connection with this Notice to Proposers. The City makes no guarantee, warranty or

other assurance as to the levels of future activity.


Each proposer is responsible for making all investigations and examinations necessary to

submit a proposal to operate a rental car concession at the Airport. Failure to do so will

not waive any condition of the Concession Agreement. Submission of a proposal shall be

considered evidence that the proposer has made such investigations and examinations.

22. INTERPRETATION OF A PROPOSAL DOCUMENT

If discrepancies or omissions are found by any prospective proposer or if there is doubt as

to the meaning of any part of this Notice to Proposers, prospective proposers may submit

a written request for clarification or interpretation to the City at the address set out in

Section 1 of this document. Any clarification or interpretation of the Notice to Proposers

will be made in writing by the City, as part of an addendum and will be posted to the

City’s website at www.ci.redmond.or.us. The City is not responsible for any explanation,

clarification, interpretation, or approval made or given in any manner except by

addendum. If any language in this Notice to Proposers conflicts or is inconsistent with

the language of the Concession Agreement, the terms of the Concession Agreement will

govern.

23. DISQUALIFICATION

Factors such as, but not limited to the following, may disqualify a proposer without

further consideration:

Evidence of collusion among proposers;

Any attempt to exert undue influence on the City;

A proposer’s default in the operation of a rental car concession at the Airport or

any other airport, which resulted in the termination of the proposer or the default

of a joint venture or partner;

Existence of any unresolved litigation between the proposer and the City;

Any offering of an illegal gift to the City and/or its representative, in

contravention of the City’s Ethics policy or Oregon state law;

The default of a joint venture partner, individual partner, or shareholder in any

rental car concession, may be considered a default of proposer under this section,

if such defaulting entity or person has ownership interest in proposer; or

Oral or written communications with any City employee related to this RFP

except as permitted by this RFP.

24. JOINT VENTURE, PARTNERSHIPS, ETC.

The City reserves the right to deny or consent to any joint ventures, partnerships, or other

contractual agreements entered into by proposer and any third party in connection with

the proposer’s response to this RFP.

25. RESPONSE PREPARATION COSTS

Neither the City nor its representatives shall be liable for any expenses incurred in

connection with the preparation of a response to this RFP. Proposer understands that this

RFP does not constitute an agreement or a contract between the proposer and the City.

The RFP does not give rise to any legally binding obligations whatsoever on the part of

the City with any proposer/respondent.


26. PROHIBITION OF GIFTS

City officials are subject to several legal and policy limitations regarding receipt of gifts

from persons, firms, or corporations either engaged in business with the City or

proposing to do business with the City. The offering of any illegal gift shall be grounds

to disqualify a proposer. To avoid even the appearance of impropriety, proposers should

not offer any gifts or souvenirs, even of minimal value, to City officers or employees.

The offer or giving of any gift prohibited shall constitute a material breach of the

Concession Agreement by the proposer. In addition to other remedies the City may have

by law or equity, City may terminate the Concession Agreement for such breach.


EXHIBIT “A” TO THE RFP

QUALIFICATIONS FORM

INFORMATION CONCERNING PROPOSER

THAT MUST BE FURNISHED BY PROPOSER

FOR NON-EXCLUSIVE ON –RENTAL CAR CONCESSION

AT ROBERTS FIELD – REDMOND MUNICIPAL AIRPORT

All information on this questionnaire MUST be furnished by the proposer. Statements must be

complete and accurate and in the form requested, and must be sworn to (before a notary public)

by an officer of the proposer authorized to bind the proposer to the truth of the statements made.

Any omission, inaccuracy, or misstatement may be cause for rejection of the proposal. The City,

in its sole discretion, will determine if the Proposer is qualified as demonstrated through the

Notice to Proposer process and information supplied by the Proposer and if necessary through

investigations, interviews, site visits, or other means deemed appropriate by the City. Proposers

not meeting the minimum requirements will be deemed non-responsive.

1. Name of the proposer, type of business entity, and, if applicable, the state of incorporation.

Please list name exactly as it is to appear on the Concession Agreement. (NOTE: Proposer, if

selected, shall carry on its business as a corporation authorized to do business in the State of

Oregon.)

2. Address of proposer for purposes of notice or other communications relating to the proposal.

If address of proposer for purposes of notice or other communications relating to Concession

Agreement will be different, please provide such other address.

3. Name, title, address, and telephone number of contact of the proposer.

4. Explain in detail the duration and extent of your experience in the rental car business.

5. The names and records of experience of the proposed general manager, principal assistants,

and other key personnel of the proposer.

6. Names and addresses of major on-airport or off-airport rental car concessions operated by the

proposer during the past five (5) years. Indicate the number of years each such concession

been operated by the proposer (No more than five required.)

7. Names, location, and date of any airport rental car concession contracts that have been

terminated either voluntarily or involuntarily prior to the expiration of their respective terms.

If applicable, explain, in detail, why such contracts were terminated. If not applicable, add a

statement to that effect.

8. Detailed description of any judgments terminating, or any pending or threatened lawsuits for

the termination of any rental car concession operated at any airport by your firm or by a

wholly-owned subsidiary.


9. Complete financial report for the last three (3) completed fiscal years showing proposer’s

assets and liabilities. The report so furnished must be certified by a certified public

accountant and must fairly present the value of the proposer’s unencumbered capital assets.

10. Any other information your firm desires to submit for consideration by the City of Redmond

in evaluating its proposal.

11. Indicate whether your firm has ever defaulted on a performance bond or defaulted on a

contract for the operation of a rental car business on or off an airport. If yes, please provide

details and contact information to verify.


EXHIBIT “B” TO THE RFP

PROPOSAL FORM

FOR

NON EXCLUSIVE ON-AIRPORT RENTAL- CAR CONCESSION

AT ROBERTS FIELD – REDMOND MUNICIPAL AIRPORT

DATE:

Pursuant to your published notice of receiving proposals for the right and privilege of operating a

NON-EXCLUSIVE ON-AIRPORT RENTAL CAR CONCESSION AT ROBERTS FIELD –

REDMOND MUNICIPAL AIRPORT, the undersigned hereby submits its proposal for the

operation of such concession based on and subject to the terms, provisions and conditions

contained in the Information for Proposers, the documents and agreements related or attached

thereto, and the written commitments of the undersigned attached hereto, all of which documents

have been read by the undersigned and to which the undersigned agrees.

Based upon the terms, provisions and conditions of said documents, agreements, and

commitments, the undersigned hereby agrees, for the right and privilege of operating an on-

airport rental car concession at the Redmond Municipal Airport (“Airport”), in addition to paying

the other fees and charges set forth in the form of concession agreement (“Concession

Agreement”) attached as an exhibit to the Information for Proposers, to pay to the City of

Redmond (“City”), whichever is greater, the stipulated sum of 10% of its Monthly Gross

Revenues (as defined and as provided in the Concession Agreement), or one twelfth (1/12) of the

following Minimum Annual Guarantee for each twelve month period of the first two years of the

concession, as provided in the Concession Agreement, which Minimum Annual Guarantee for

each twelve month period of the concession shall be not less than the amounts shown as follows

for each such period:

Proposal Amount Minimum Acceptable

1st Year $ 100,000.00

2nd Year $ 100,000.00

Total Proposal $200,000.00

Should the undersigned become a successful proposer and be awarded the right to operate an on-

airport rental car concession at the Airport, the undersigned agrees to execute the Concession

Agreement, and provide a performance and payment security (bond or irrevocable letter of

credit) as required by the Concession Agreement and deliver such bond to the City on or before

execution of the Concession Agreement.

The undersigned also agrees to pay, in addition to the above, the rents set forth in the Concession

Agreement for the Parking and Office/Counter areas assigned to it pursuant to said Concession

Agreement.


Concessionaires will be permitted to operate at the Airport using up to two (2) brand names only

if the brand/trade names are 100% licensed to the Concessionaire. The undersigned intends to

operate at the Airport using the following brand/trade names that are 100% owned or licensed to

undersigned:

1. ___________________________

2. ___________________________

Accompanying this proposal is either a cashier’s check, certified check, treasurer’s check, or a

proposal bond in the amount of Twenty-five Thousand Dollars ($25,000) payable to the City as

liquidated damages in the event the undersigned is a successful proposer and fails to execute the

Concession Agreement or otherwise fails to comply with the requirements as set forth in the

Concession Agreement within fifteen (15) days after receipt of written notice of the award from

the City.

It is understood, agreed, and acknowledged that the City reserves the right to reject any and all

proposals and to waive any informalities, technicalities, and irregularities in the proposals

received, and to re-advertise for proposals.

Respectfully submitted,

PROPOSER’S NAME

By:

Title:

Address:

ATTEST: __________________________


EXHIBIT “C” TO THE RFP

AFFIDAVIT

STATE OF )

)

COUNTY OF )

, being first duly sworn upon oath, deposes and says:

Individual: That he is an individual doing business under the name of

, at

, in the City of

, in the State of

.

Partnership Only: That he is the duly authorized representative of a partnership doing

business under the name of:

, in the City of

, in the State of

.

Corporation Only: That he is the duly authorized, qualified, and acting as

of , a

corporation, organized and existing under the laws of the State

of .

and that he, said partnership, or said corporation, is filing herewith a

Proposal to the City of Redmond in conformity with the attached Exhibit

“B” Proposal Form.


Individual Only: Affiant further states that the following is a complete and accurate list of

the names and address of all persons interested in said proposed contract:

Name Address

Partnership Only: Affiant further states that the following is a complete and

accurate list of the names and addresses for the members

of said partnership:

Name Address

Name Address

Corporation Only: Affiant further states that the following is a complete and

accurate list of the names and addresses of the officers and

directors of said corporation:

Name Address

President

Vice President

Secretary

Treasurer

Directors

And, that the following officers are dully authorized to execute contracts on behalf of said

corporation:


Affiant further states that the proposal approval filed herewith is not made in the interest of or on

behalf of any undisclosed person, partnership, company, association, organization, or

corporation; that said proposer has not in any manner, directly or indirectly, sought by

agreement, communication, or conference with anyone other than representatives of its Licensor

to fix the price of said proposer or of any other proposer; that all statements contained in such

proposal are true; that said proposer has not, directly or indirectly, submitted his proposal price

or any breakdown thereof, or divulged information or data relative thereto, to any corporation,

partnership, company, association, organization, or to any member or agent thereof except

representatives of its Licensor.

Further, affiant saith not:

Signature

Title

SUBSCRIBED AND SWORN to me this day of 2016.

Notary Public for the State of Oregon

Title

My Commission expires


EXHIBIT “D” TO THE RFP

PROPOSAL BOND

KNOW ALL MEN BY THESE PRESENTS, That

hereinafter called the Principal,

and , a corporation duly organized under the

laws of the State of , having its principal place of business at

, in the State of , and authorized to do business in the

State of Oregon, as SURETY, are held and firmly bound unto the City of Redmond, Oregon, as

obligee, hereinafter called the CITY, in the penal sum of

, dollars ($ ), for the payment of which, well and truly to be made, we bind

ourselves, our heirs, executors, administrators, successors, assigns, jointly and severally, firmly

by these presents.

THE CONDITIONS OF THIS BOND ARE SUCH that, whereas the PRINCIPAL herein is

herewith submitting his or its proposal for the

, said proposal, by reference thereto, being hereby made a part hereof.

NOW, THEREFORE, if the said proposal submitted by the said PRINCIPAL be accepted, and

the contract be awarded to said PRINCIPAL, and if the said PRINCIPAL shall execute the

proposed Agreement and shall furnish such performance and payment bonds as required by the

proposal and Contract Documents within the time fixed by said documents, then this obligation

shall be void; if the PRINCIPAL shall fail to execute the proposed Agreement and furnish said

bond, the SURETY hereby agrees to pay to the CITY the penal sum as liquidated damages.

SIGNED AND SEALED this day of , 2016.

Principal

By

Surety

By Attorney-in-fact

(A certified copy of the agent’s power-of-attorney must be attached hereto.)


EXHIBIT “E” TO THE RFP

READY RETURN/OVERFLOW PARKING AREA LAYOUT


EXHIBIT “F” TO THE RFP

OFFICE/COUNTER LAYOUT

EXHIBIT “G” TO THE RFP


EXHIBIT “G” TO THE RFP

CONCESSION AGREEMENT

FOR NON-EXCLUSIVE

ON-AIRPORT RENTAL CAR CONCESSION

AT

ROBERTS FIELD-REDMOND MUNICIPAL AIRPORT

BETWEEN

THE CITY OF REDMOND

AND

“CONCESSIONAIRE”


TABLE OF CONTENTS

Article I – Definitions ............................................................................................15

Section 1.1 Definitions..........................................................................15

Section 1.2 References ..........................................................................17

Article II – Term ............................................................................................18

Article III – Agreement ..........................................................................................18

Section 3.1 Documents .........................................................................18

Section 3.2 Conflict in Terms ...............................................................19

Section 3.3 Non-Exclusivity .................................................................19

Section 3.4 “AS IS” Terminal and Ready/Return .................................19

Article IV – Rights and Privileges .........................................................................19

Section 4.1 Operation of Rental Car Concession..................................20

Section 4.2 Premises .............................................................................20

Section 4.3 Concessionaire Improvements ...........................................21

Section 4.4 Signs ...................................................................................22

Section 4.5 Ingress; Egress ...................................................................22

Section 4.6 Other ..................................................................................22

Article V – Rentals, Rental Fees, and Other Charges ............................................22

Section 5.1 Office/Counter Rent ...........................................................22

Section 5.2 Ready/Return Premises ......................................................23

Section 5.3 Overflow Space Premises ..................................................23

Section 5.4 Temporary Overflow Parking Space Rent .........................23

Section 5.5 Fees and Accounting ..........................................................23

Section 5.6 Customer Facility Charge ..................................................25

Section 5.7 Record Keeping .................................................................26

Section 5.8 Audit Requirements and Rights .........................................27

Section 5.9 Annual Reporting ...............................................................29

Article VI – The City’s Covenants ........................................................................30

Article VII – Concessionaire’s Covenants .............................................................31

Article VIII – Operating Standards ........................................................................33

Section 8.1 Rental Services...................................................................33

Section 8.2 Operations ..........................................................................33

Section 8.3 Manager and Staff ..............................................................33

Section 8.4 Conduct ..............................................................................34

Section 8.5 Drugs & Alcohol ................................................................34

Section 8.6 Rental Fleet ........................................................................34

Section 8.7 Customer Complaints.........................................................35

Section 8.8 Accident/Incident Standard Operating Procedures ............35

Section 8.9 Solicitation .........................................................................35

Section 8.10 Relationships with Others ..................................................35

Section 8.11 Janitorial and Cleaning Services ........................................35

Section 8.12 Garbage and Environmental Recycling .............................36

Section 8.13 Fire Protection and Safety Equipment ...............................36

Section 8.14 Repairs ...............................................................................36

Section 8.15 Hours of Operation ............................................................36

Section 8.16 Snow and Ice Removal ......................................................37

Article IX – Inspection...........................................................................................37


Article X – Assignment and Subleasing ................................................................37

Section 10.1 Assignment ........................................................................37

Section 10.2 Continued Obligations .......................................................37

Section 10.3 Default................................................................................38

Article XI – Indemnification ..................................................................................38

Article XII – Insurance and Performance Bond ....................................................38

Section 12.1 Insurance ............................................................................38

Section 12.2 Performance Security Deposit/Bond..................................39

Article XIII – Cancellation by Concessionaire ......................................................40

Section 13.1 Events .................................................................................40

Section 13.2 Litigation ............................................................................40

Article XIV – Cancellation by City of Redmond ..................................................40

Section 14.1 Events .................................................................................40

Section 14.2 Repossession ......................................................................41

Section 14.3 Re-letting............................................................................41

Section 14.4 Removal of Personal Property ...........................................41

Section 14.5 Costs ...................................................................................42

Section 14.6 Waiver ................................................................................42

Section 14.7 Cumulative Rights .............................................................42

Section 14.8 Settlement ..........................................................................42

Section 14.9 Cooperation ........................................................................42

Article XV – Security ............................................................................................43

Section 15.1 Federal Regulations ...........................................................43

Section 15.2 Fines Penalties ...................................................................43

Article XVI – Holding Over ..................................................................................43

Article XVII – Damage & Casualty.......................................................................43

Article XVIII – Taxes ............................................................................................44

Section 18.1 Payment..............................................................................44

Section 18.2 Documentation ...................................................................44

Article XIX – Notices ............................................................................................45

Article XX – General Provisions ...........................................................................45

Section 20.1 Independent Contractor ......................................................45

Section 20.2 Approvals ...........................................................................45

Section 20.3 Non-Exclusive Right ..........................................................45

Section 20.4 United States Requirements ...............................................45

Section 20.5 No Waiver ..........................................................................46

Section 20.6 Headings ............................................................................46

Section 20.7 Severability ........................................................................46

Section 20.8 Aerial Approaches .............................................................46

Section 20.9 Waiver of Claims ...............................................................46

Section 20.10 Incorporation of Exhibits ...................................................46

Section 20.11 Incorporation of Required Provisions ................................46

Section 20.12 Binding Effect ....................................................................46

Section 20.13 Right to Amend ..................................................................46

Section 20.14 Time ...................................................................................47

Section 20.15 Force Majeure ....................................................................47

Section 20.16 Employee Parking ..............................................................47

Section 20.17 Additional Space ................................................................47


Section 20.18 Relocation ..........................................................................47

Section 20.19 Revenue Diversion .............................................................47

Section 20.20 Governing Law ..................................................................48

Section 20.21 Understanding ....................................................................48

Section 20.22 Other Use ...........................................................................48

Section 20.23 Liens ...................................................................................48

Section 20.24 Entire Agreement ...............................................................48

Section 20.25 Attorneys’ Fees ..................................................................48

Section 20.26 Interpretation ......................................................................48

Section 20.27 Approval of Plans and Specifications ................................48

Section 20.28 Bankruptcy .........................................................................49

Exhibit 1 – Ready Return/Overflow Parking Area Layout

Exhibit 2 – Office Counter Layout


CONCESSION AGREEMENT

FOR ON-AIRPORT RENTAL CAR CONCESSION

This Concession Agreement (Agreement”), is made and entered into as of the first day of

_______________, 2016, by and between the CITY OF REDMOND (“City”), a public body

corporate and politic of the State of Oregon, and (“Concessionaire), a

______________ corporation authorized to do and doing business in the State of Oregon and

doing business at the Airport only under the (insert brand/trade name) brand/trade names which

are owned or licensed to be used by Concessionaire.

WITNESSETH:

WHEREAS, City operates Roberts Field - Redmond Municipal Airport (the “Airport”), located

in City of Redmond, Deschutes County, Oregon; and

WHEREAS, on-airport rental car services at the Airport are necessary for the proper

accommodation of customers arriving at and departing from the airline passenger terminal at the

Airport (hereinafter the “Terminal”); and

WHEREAS, Concessionaire desires to make said services available at the Airport, and

Concessionaire is qualified, ready, and able to perform or see to the performance of said services,

and to furnish or see to the furnishing of proper facilities in connection therewith;

NOW, THEREFORE, in recognition and reliance upon the foregoing recitals, and in

consideration of the mutual covenants and promises hereinafter set forth, and in exchange for

other good and valuable consideration, the receipt and sufficiency of all of which is hereby

acknowledged by the parties hereto, City and Concessionaire agree as follows:

ARTICLE 1.

DEFINITIONS

Section 1.1 Definitions. For the purpose of this Agreement, the following terms shall, unless the

context requires otherwise, have the following meanings:

“Agreement” shall mean this Concession Agreement, those documents and agreements

referenced in Section 3.1, and all amendments, modifications, and supplements thereto.

“Agreement Year” shall mean each period of twelve (12) months beginning on the

commencement date.

“Airport” shall mean Roberts Field-Redmond Municipal Airport located in the City of

Redmond, Deschutes County, Oregon.

“Airport Director” shall mean the executive officer of Roberts Field-Redmond Airport or

designated representative, responsible for the efficient operations of the car rental facilities, and

who shall have the City’s interest on all matters pertaining to the Concession Agreement.


“City” shall mean the City of Redmond, its officers, employees, agents and representatives, and

shall include such public officials and public bodies as may, by operation of law, succeed to any

or all of the rights, powers, or duties which lawfully reside in the City of Redmond.

“Collusion” shall mean the unlawful communication between unaffiliated competitors, but that

coordination between brands owned by one company or an affiliated group of companies is

permissible.

“Commencement Date” shall mean the date specified by the City for the commencement of this

Agreement and the date from which a concession fee is due.

“Concessionaire” shall mean any rental car company entering into a Non-exclusive On-airport

Rental Car Concession Agreement with City effective October 1, 2016, for facilities, premises

and operating rights at the Airport.

“Concession Fee” shall have the meaning assigned to such term in Section 5.5(a).

“Concession Recoupment Fee or Concession Recovery Fee” shall mean a fee imposed by

Concessionaire on Concessionaire’s customers that may appear on customer invoices or rental

agreements as a pass-through of the Percentage Fee as defined in Section 5.6 and 5.7.

“Customer” shall mean any person who comes to the Airport by any means of transportation and

enters into a motor vehicle rental agreement with Concessionaire at anywhere on the Airport.

“Customer Facility Charge” or “CFC” shall mean the charge imposed by the City pursuant to City

ordinance, and collected by the rental car company from its car rental customer arriving at the Airport and

renting a vehicle from an on-airport or off-airport car rental company serving the Airport.

“GAAP” means generally accepted accounting principles consistently applied.

“GAAS” means generally accepted auditing standards consistently applied.

“Gross Revenues” shall be determined by the total of charges on the face of a Customer’s rental

agreement, less any charges excluded in the definition of Gross Revenues, and shall mean, unless

specifically excluded herein, all amounts paid or payable to or considerations of determinable

value received by Concessionaire, for:

a) all charges, including, but not limited to, time and mileage charges and separately

stated fees for rental of vehicles and other related or incidental services or

merchandise, and any other items or services made at or from the Airport, regardless

of where the vehicles or services are delivered to or returned;

b) all amounts charged to the customer for insurance offered by Concessionaire

incidental to the rental of such vehicles, including but not limited to personal accident

insurance;

c) all charges attributable to any vehicle originally rented at the Airport which is

exchanged at any other location;

d) all proceeds from the long-term lease of vehicles from any location on the Airport;

e) all amounts charged to Concessionaire’s customers and which are separately stated on

the rental agreement as an optional charge for waiver by Concessionaire of its right to


recover from its Customer for damage to or loss of the vehicle rented (commonly

referred to as Collision Damage Waiver and Loss Damage Waiver);

f) all amounts charged to Concessionaire’s customers at the commencement or the

conclusion of the rental transaction for the cost of furnishing and/or replacing fuel

provided by Concessionaire; and

g) all amounts charged by Concessionaire and described in Section 5.5(c) as a

Concession Recovery Fee or Concession Recoupment Fee.

Exclusions from Gross Revenue - The following shall be excluded from Gross

Revenues:

a) any federal, state, county or city sales or other taxes or surcharges separately stated to

and collected from customer of Concessionaire and paid in full by Concessionaire to

the taxing authority;

b) any amounts received as insurance proceeds or otherwise for damage to vehicles or

other property of concessionaire, or for loss, conversion or abandonment of such

vehicles;

c) revenue from the wholesale transfer of salvage of vehicles;

d) all non-revenue rentals to employees of Concessionaire; and

e) fees paid other governmental agencies, excluding City of Redmond, relating to the

Airport.

f) parking tickets, tolls, towing & impound fees, traffic and red light tickets.

g) Customer Facility Charges

Retroactive Adjustment of Gross Revenues Prohibited – The retroactive adjustment by

Concessionaire of Gross Revenues as volume discounts, corporate discounts, or any other

designation of any nature, or for any purpose, is prohibited.

“Minimum Annual Guarantee” shall mean the minimum amount of concession fees (exclusive

of rentals for Ready/Return and Overflow and Terminal Premises) due City annually from

Concessionaire, all as more specifically set forth in Section 5.5(a).

“On-airport Rental Car Company” shall mean a car rental company that is located at, upon, or

within the Redmond Airport and is a party to an On-Airport Rental Car Concession Agreement

with the City.

“Off-airport Rental Car Company” shall mean a car rental company that is not located at the

Redmond Airport but which does business at the Airport.

“Ready/Return and Overflow Premises” shall mean the parking space areas to be used by

Concessionaire as Ready/Return and Overflow parking for its Airport rental car fleet, all as more

specifically set forth in Section 5.3 and 5.4.

“Terminal” shall mean the main air carrier terminal at the Airport.

“Terminal Premises” shall mean the counter space area or areas of the Terminal where

Concessionaire shall conduct its on-airport rental car concession operations at the Airport, all as

more specifically identified in Section 5.1.


“Yearly Financial Statement” means Concessionaire’s annual report and statement of Gross

Revenues which shall specify in detail in accordance with the Yearly Financial Statement

requirements set forth in this Agreement, all Gross Revenues and operating expenses associated

with the operation of Concessionaire’s concession at the Airport certified by an independent

certified public accounting firm acceptable to City, and shall be acknowledged by an officer of

Concessionaire as being accurate and complete based on such officer’s examination of the books,

accounts and records of Concessionaire.

Section 1.2 References. For the purposes of this Agreement, the following references shall,

unless the context requires otherwise, have the following meanings:

a) The words “hereof,” “herein,” “herewith,” “hereunder,” and words of similar

meaning shall refer to this Agreement as a whole and not to any particular provision

of the Agreement:

b) Where the context requires, the use of singular numbers or pronouns shall include the

plural and vice versa, and the use of pronouns of any gender shall include any other

gender.

ARTICLE II.

TERM

The term of this agreement shall be for five (5) years, commencing on October 1, 2016, and

ending at 11:59 P.M. September 30, 2021 unless sooner terminated. At the sole discretion of the

City, the initial term may be extended for a maximum of two separate one (1) year terms

commencing on the day following the last day of the contractual term provided the extension is

mutually agreed to by the City and the Concessionaire in writing.

It is specifically understood that Concessionaire shall have no rights or privileges in any terminal

building or complex addition that may be constructed in the future by the City, its successors, or

assigns.

If concessionaire obtains any Gross Concession Revenue prior to the Commencement Date, the

concessionaire shall pay to the Airport only the Percentage Fee for such Gross Revenue.

ARTICLE III.

AGREEMENT

Section 3.1 Documents. The agreement between the parties shall consist of this instrument and

the following documents, which are incorporated herein as if copied at length:

a) All certification of insurance policies and performance and payment bonds or letters

of credit required by the terms of this Agreement;

b) All exhibits to this Agreement; and

c) Concessionaire’s Proposal as finally accepted by City.

Section 3.2 Conflict in Terms In the event of any conflict between the terms or provisions of

this Agreement and the terms or provisions of any of the documents referenced in Section 3.1,

the more restrictive on Concessionaire shall control.


Section 3.3. Non-exclusivity This Concession Agreement is nonexclusive in character and in

no way prevents the City from entering into an agreement with any other parties for the sale or

offering of competitive services, products or items by other Concessionaires and/or others in

other areas of the Airport during the term of this agreement.

Section 3.4 “As Is” Terminal and Ready/Return and Overflow Premises Concessionaire

specifically acknowledges and agrees that the City is leasing all Terminal and Ready/Return and

Overflow Premises to the Concessionaire on an “as is” basis and that the Concessionaire is not

relying on any representations or warranties of any kind whatsoever, express or implied from the

City or its Agents, as to any matters concerning those Terminal and Ready/Return and Overflow

Premises including: (i) the quality, nature, adequacy and physical condition and aspects of the

Terminal and Ready/Return and Overflow Premises, including utility systems; (ii) the existence,

quality, nature, adequacy and physical condition of utilities serving the Terminal and

Ready/Return and Overflow Premises; (iii) the development potential of the Terminal and

Ready/Return and Overflow Premises, the use of the Terminal and Ready/Return and Overflow

Premises, and the habitability, merchantability, or fitness, suitability, value or adequacy of the

Terminal and Ready/Return and Overflow Premises for any particular purpose; (iv) the zoning or

other legal status of the Terminal and Ready/Return and Overflow Premises or any other public

or private restrictions on use of the Terminal and Ready/Return and Overflow Premises; (v) the

compliance of the Terminal and Ready/Return and Overflow Premises or its operation with any

applicable laws, regulations, statutes, ordinances, codes, covenants, conditions, and restrictions

of any governmental or quasi-governmental entity or of any other person or entity; (vi) the

presence of hazardous materials or industrial wastes on, under or about the Terminal and

Ready/Return and Overflow Premises; (vii) the quality of any labor and materials used in any

improvements on the Terminal and Ready/Return and Overflow Premises; (viii) the condition of

title to the Terminal and Ready/Return and Overflow Premises; (ix) the agreements affecting the

Terminal and Ready/Return and Overflow Premises; and (x) the Proposal submitted by

Concessionaire to the City, including any statements relating to the potential success or

profitability of such Proposal. Concessionaire represents and warrants that it has made an

independent investigation of all aspects of its Proposal contemplated by this Concessionaire

Agreement. Except as specifically provided in this Concessionaire Agreement, the

Concessionaire has satisfied itself as to such suitability and other pertinent matters by the

Concessionaire’s own inquiries and tests into all matters relevant in determining whether to enter

into this Agreement. The Concessionaire accepts the Terminal and Ready/Return and Overflow

Premises in their existing condition, and hereby expressly agrees that if any remediation or

restoration is required in order to conform the Terminal and Ready/Return and Overflow

Premises to the requirements of applicable law, the Concessionaire assumes sole responsibility

for any such work.

ARTICLE IV.

RIGHTS AND PRIVILEGES

Concessionaire shall have the following rights and privileges during the term of this Agreement:

Section 4.1 Operation of Rental Car Concession. Concessionaire shall have the right to

conduct a non-exclusive on-airport rental car concession at the Airport from the Terminal

Premises (as hereinafter defined in Section 5.1) for the convenience of customers of the Airport.


Concessionaire shall have the right to actively and continuously operate throughout the term of

this Agreement only those brand or brands owned by or licensed to Concessionaire and listed in

the preamble to this Agreement. Concessionaire may use the premises to arrange and administer

the rental of vehicles and related incidental provision of loss and collision damage waiver

protection, insurance (including but not limited to personal injury insurance), children’s car

seats, mobile telephones, Global Positioning Systems, Wi-Fi, and such other incidental services,

items and equipment reasonably associated with the rental of vehicles (but not including any

items for which any exclusive right to provide such services, items or equipment has been or

may in the future be granted to others at the Airport). Any services, merchandise, or equipment,

which Concessionaire desires to provide but was not providing at the commencement of this

Agreement, must be approved by City in advance in writing. City shall have sole discretion in

determining what incidental sales and services may be provided and may require Concessionaire

to terminate any incidental sales or services that City does not deem appropriate.

Notwithstanding, Concession shall not sell fuel or offer maintenance and/or repair service for

cars to the general public, to other Concessionaires at the Airport, or to any other firm, or

individual, except as required to maintain vehicles used by Concessionaire’s rental car

customers; and shall not advertise for the sale of, or sell Concessionaire’s vehicles at or on the

Airport

Section 4.2 Premises. The City hereby leases, demises, and lets unto Concessionaire for its

exclusive use, and Concessionaire hereby takes from the City the following premises located in

the Terminal and in the Ready/Return and Overflow Parking Lot, for the uses and purposes set

forth herein and as shown in Exhibits 2 and 1 attached hereto and made a part hereof:

a) Ready/Return and Overflow Parking Lot. _____ready/return spaces and _____

overflow parking spaces as depicted in Exhibit 1. Concessionaire shall have the right

to operate its parking spaces/area solely for the parking of vehicles owned by

Concessionaire and offered for hire at the Airport, provided that the rights and

privileges herein granted shall not be construed as authorizing the conduct of a

separate business by Concessionaire either individually or collectively.

Concessionaire’s employees are prohibited from parking their personal vehicles in the

Ready/Return and Overflow Parking Lot Premises.

b) Terminal Premises. Customer service counter (Area___) in the Terminal containing

approximately ______ square feet of space as shown in Exhibit 2.

Any unauthorized use of the Terminal and Ready/Return and Overflow Parking Lot Premises

shall be cause for the termination of this Concession Agreement.

Section 4.3 Concessionaire Improvements. Concessionaire shall have the right to use and

occupy the Terminal Premises and Ready/Return and Overflow spaces together with the right to

construct and install any improvements in and upon these premises as may be reasonably

necessary for the customary operation of an on-airport rental car concession at the Airport,

subject to the following conditions:

a) Any construction or installation in and upon these premises shall be in accordance

with Federal Aviation Administration and Transportation Security Administration


regulations, City of Redmond Ordinances and Regulations, as well as the Airport

Master Plan;

b) Concessionaire shall submit to the Airport Director for prior written approval, which

approval shall not be unreasonably delayed or withheld, detailed plans, drawings, and

specifications for any construction and installation of improvements, or alterations

thereto, in and upon these premises;

c) All structural improvements, equipment, and interior design and decor constructed or

installed at these premises shall be in accordance with the approved design of the

Terminal and surrounding areas and shall be harmonious with the decor of the

Terminal of which these premises are a part;

d) Concessionaire shall commence construction on these premises within a period of

thirty (30) days from and after the approval of the plans and specifications therefore

by or on behalf of City, and shall execute such construction to completion within a

timeframe as agreed upon by the Airport Director;

e) Concessionaire shall construct, install, and make alterations to these premises at

Concessionaire’s sole cost and expense;

f) At all times during the construction of installation of any improvements in or upon

these premises, Concessionaire shall cooperate with and coordinate activities and

work with the City and other Concessionaires at or near these premises;

g) Concessionaire shall assume full responsibility for any and all damages, injuries, and

claims which may result to any person or persons or to their property by reason of the

construction or installation of any improvements on or in these premises, and

Concessionaire shall indemnify and hold City harmless from any such claim or

claims, judgments, or decrees resulting therefrom, and the expenses thereto, including

reasonable attorney fees;

h) These premises shall be used by Concessionaire only to conduct its Concession at the

Airport and for such other purposes as may be reasonably necessary in connection

with such service. The use of these premises by others or for other purposes is

expressly prohibited; and

i) All improvements made to these premises and additions and alterations thereto shall

be the property of City; provided, however, that any trade fixtures, signs and other

personal property of Concessionaire not permanently affixed to these premises shall

remain the property of Concessionaire and shall so remain unless Concessionaire

shall fail within ten (10) days following the expiration or earlier termination of this

Agreement to remove such trade fixtures, signs, and other personal property not

permanently affixed to these premises, in which event, at the option of City, title to

same shall vest in City, at no cost to City. Any improvements must be approved and

expressly consented by the City prior to improvements taking place.


Section 4.4 Signs. Concessionaire shall have the right to install, operate and maintain

appropriate signs in the premises designated for use by Concessionaire; provided, however, that

the installation of such signs shall be subject to the prior written approval of the Airport Director

and the design, installation, and maintenance of such signs shall be consistent with the standards

and policies of City, as such standards and polices may be developed and amended, and the laws

and ordinances of all federal, state, and local governments having jurisdiction thereof. City will

provide posts and attachment for Concessionaire’s vehicle space identification signs in the

Ready/Return and Overflow Parking Lot.

Section 4.5 Ingress; Egress. Concessionaire shall have the non-exclusive right of ingress to and

egress from these premises over Airport roadways, including common-use roadways, subject to

any rules or regulations which may have been established, or may be established in the future, by

City, the United States (including, without limitation, the Federal Aviation Administration), City

of Redmond, the County of Deschutes, Oregon, and/or the State of Oregon. Such right of ingress

and egress shall apply to Concessionaire’s employees, guests, patrons, invitees, suppliers, and

other authorized individuals. Such right of ingress and egress shall likewise apply to the transport

of equipment, material, machinery, and other property of Concessionaire.

Section 4.6 Other. Concessionaire shall not have the right to conduct any other on-airport rental

car services at the Airport except as specifically provided for herein.

ARTICLE V.

CONCESSION FEES, RENTAL FEES, CUSTOMER FACILITY CHARGES AND

OTHER CHARGES

Section 5.1 Office/Counter Rent. In consideration for the use of the exclusive Terminal space

described above, Concessionaire agrees to pay to City rent as follows, without invoice, payable

in advance and due monthly hereafter during the term.

Agreement Year Rate Square foot Total due monthly

Year 1 $4.00 $

Year 2 $4.15 $

Year 3 $4.30 $

Year 4 $4.45 $

Year 5 $4.60 $

Section 5.2 Ready/Return Spaces. City hereby grants Concessionaire the exclusive use of rental

car parking spaces, as may be modified from time to time pursuant to this Agreement (the

“Ready/Return Premises”) as depicted on the Ready/Return and Overflow Parking Area Layout,

Exhibit “1”, attached hereto and made a part hereof, to be used by Concessionaire as a

ready/return area for its on-site rental car fleet. Ready/Return rent shall be payable in advance

and due monthly without invoice, as follows and irrespective of whether Concessionaire uses its

allocated spaces.

Agreement Year Rate Space Total due monthly

Years 1-2 $30.00 $


Years 3-4 $32.00 $

Year 5, plus

Extensions $34.00 $

Section 5.3 Overflow Parking Spaces. City hereby grants Concessionaire the exclusive use of

the overflow parking spaces, as depicted on the Ready/Return and Overflow Parking Area

Layout, Exhibit “1”, attached hereto and made a part hereof, to be used by Concessionaire as an

overflow area for its on-site rental car fleet. Overflow parking space rent fee shall be payable in

advance and due monthly without invoice, as follows and irrespective of whether Concessionaire

uses its allocated spaces.

Agreement Year Rate Space Total due monthly

Years 1-2 $25.00 $

Years 3-4 $27.50 $

Year 5, plus

Extensions $30.00 $

Section 5.4 Temporary Overflow Parking Spaces. Concessionaire shall pay City a daily rent

of One Dollar ($1.00) per vehicle per day or Twenty-Two Dollars and Fifty Cents ($22.50) per

vehicle per month for use of the unpaved overflow lot located in the unpaved parking area at the

north end of the Ready/Return and Overflow Parking Lot, for temporary overflow parking during

the summer months. This unpaved lot is for storage of Concessionaire’s overflow rental vehicles

only (no staff or personal vehicles). Availability is on a first-come, first-served basis and is

shared with all other concessionaires. Concessionaire shall report its use of these temporary

spaces as a separate line item on its monthly report to the Airport and paid in accordance with the

other provisions listed in Article V 5.5 b (iv) of this Agreement.

Section 5.5 Fees and Accounting. Concessionaire agrees to pay City the Office/Counter Space

rent, Ready/Return and Overflow Parking Lot fees and its monthly Concession Fee to be

calculated monthly as follows.

a) Calculation of Concession Fee. The Concession Fee shall equal one twelfth (1/12) of

Concessionaire’s applicable Minimum Annual Guarantee (MAG) as shown below or ten percent

(10%) of Concessionaire’s monthly Gross Revenues, whichever is greater for that particular

month:

CONTRACT

YEAR

MINIMUM ANNUAL

GUARANTEE

PERCENTAGE OF

GROSS REVENUES

October 1, 2016

through

September 30, 2017

$_____________

10%

October 1, 2017

through

September 30, 2018

$_____________

10%


The MAG will be applicable for the first two agreement years only. Thereafter, the MAG is

adjusted based upon eighty-five (85%) percent of the actual fees paid in the prior agreement

year.

b) Timing of Payment/Accounting. Concessionaire shall pay the appropriate fees

according to the following due dates for payments and reports and abide by such timing or be

subject to the appropriate payment penalties.

(i) Minimum Annual Guarantee (MAG). One-twelfth of the MAG is due in advance on

the 1st day of each month, becoming delinquent if unpaid by the 10th of the month.

Delinquent payment shall bear interest at the lesser of eighteen percent (18%) per

annum or maximum rate of interest allowed by law from MAG due date until the

MAG, plus penalties, are paid in full. For the Third Agreement Year and successive

Agreement Years, there will be a one-time delay in remittance of the first two (2)

month’s MAG payments until notified by the City as to the amount of

Concessionaire’s new MAG calculated by the City pursuant to this Agreement. City

will notify the Concessionaire of the amount and due date for the delayed MAG

payments.

(ii) Office/Counter Space Rent. Each monthly payment is due in advance on the 1st day

of each month, becoming delinquent if unpaid by the 10th day of the month.

Delinquent payment shall bear interest at the lesser of eighteen percent (18%) per

annum or maximum rate of interest allowed by law from Rent due date until Rent

plus penalties are paid in full.

(iii)Ready/Return Space Rent. Each monthly payment is due in advance on the 1st day of

each month, becoming delinquent if unpaid by the 10th day of the month. Delinquent

payment shall bear interest at the lesser of eighteen percent (18%) per annum or

maximum rate of interest allowed by law from Rent due date until Rent plus penalties

are paid in full.

(iv) Overflow Space Rent. Each monthly payment is due in advance on the 1st day of

each month, becoming delinquent if unpaid by the 10th day of the month. Delinquent

payment shall bear interest at the lesser of eighteen percent (18%) per annum or

maximum rate of interest allowed by law from Rent due date until Rent plus penalties

are paid in full.

(v) Customer Facility Charge. Except for the first month of this Concession Agreement,

each monthly remittance of CFCs collected by Concessionaire on behalf of City is

due in advance on the 1st day of each month, becoming delinquent if unpaid by the

10th day of the month. Delinquent payment shall bear interest at the lesser of eighteen

percent (18%) per annum or maximum rate of interest allowed by law from due date

plus penalties until remitted in full.

c) Percentage Fee and Monthly Statement of Activity Report. On or before the 20th day

of each month, Concessionaire shall furnish to City the amount of Concessionaire’s Gross

Revenue for the previous month.


(i) The amount due to the City is to be calculated upon the monthly Gross Revenue of

the Concessionaire. The Percentage Fee is applied to the Gross Revenue and

compared to one-twelfth of the applicable MAG. Concessionaire shall remit the

greater of the Percentage Fee or the pro-rated MAG with a statement of Gross

Revenues and Concession Fee payable.

(ii) Without assessment by the City, Concessionaire shall pay the City liquidated

damages which will apply each time the Concessionaire is more than five (5) business

days late in submitting the Monthly Statement of Activity Report. The liquidated

damages will attract a financial penalty equivalent to an annualized rate of 18% per

annum or maximum rate of interest allowed by law calculated from the date the

Concession Fees should have been paid to the date of actual payment by

Concessionaire.

d) Annual Audit and Activity Report. The annual audit and activity report shall be due no

later than ninety (90) calendar days from the last day of each Agreement Year. A late penalty

shall be applied at $100 per business day for each day thereafter until received.

e) Underpayment of Fees due/found due to City Audit. Underpayments of Fees as found

as a result of City Audit are due no later than 30 days from notice from City of Additional fees

due. Delinquent payment shall bear interest at the lesser of eighteen percent (18%) per annum or

maximum rate of interest allowed by law from due date until fees plus penalties are paid in full.

Section 5.6. Customer Facility Charge. Concessionaire shall collect a per-transaction day CFC

on all vehicle rental transactions originating at the Airport. Collection and remittance of such

CFC shall begin on the first of the month following the Commencement Date of this Agreement.

The City will give Concessionaire at least sixty (60) days prior written notification of the CFC

rate and the collection commencement date. The CFC shall be identified on a separate line below

the sales tax line on the customer’s rental contract, in the amount established from time to time

by the City, and shall be described as the “Customer Facility Charge” or “CFC”. Each

Concessionaire must collect the CFC at the time the first payment is made under a customer’s

rental car agreement, and must remit the full amount of the CFC to the City regardless of

whether or not the full amount of such CFC is actually collected by the Concessionaire from the

customer. Concessionaire agrees that the CFC is not income, revenue or any other asset of

Concessionaire; that Concessionaire has no ownership or property interest in such CFCs; and

that Concessionaire hereby waives any claim to a possessory or ownership interest in the CFCs.

Concessionaire agrees that it holds such CFCs in trust for the benefit of the City, and that the

City (or a trustee on its behalf) has complete possessory and ownership rights to such CFCs.

Section 5.7 Record Keeping. During any Agreement Year, and for three (3) years thereafter, or

until City has audited same, Concessionaire shall maintain such original books and records as

would normally be examined by an independent certified public accountant pursuant to GAAS in

performing an audit or examination of Concessionaire’s Gross Revenues. Such original books

and records shall contain records of all Concessionaire’s Revenues in connection with its

operation computed or recorded in accordance with GAAP consistently applied except to the

extent such principles or standards may conflict with the provisions of this Agreement. In

addition, Concessionaire shall account for all revenues and receipts of any nature related to


transactions in connection with this Agreement entered into at its airport Premises in a manner

which segregates in detail those transactions from other transactions of the Concessionaire and

which supports the amounts reported to City in the Concessionaire’s monthly Statement of

Activity Report in accordance with Section 5.5(c). At a minimum Concessionaire’s accounting

for such revenues and receipts shall include a separate numbering system for transactions in

connection with this Agreement and a complied report of rental agreements showing all Gross

Revenues and all exclusions from Gross Revenues and by individual rental agreements. The

report shall be itemized and subtotaled by day, and totaled by month. The monthly total shall

correspond with the amounts reported to City under Section 5.5(c)and shall be reconciled to the

amounts posted on the Concessionaire’s general ledger, if different, offset, or netted with other

amounts posted to the general ledger.

Books and records shall also include, but are not limited to:

a) All original accounting source documents detailing transactions relevant to this

Agreement, including but not limited to (i) original rental agreements; (ii)

operating/financial statements; (iii) a complete (cumulative) general ledger; (iv)

monthly sales journals detailing each rental agreement for the month;

(v)reconciliations between the financial records and monthly reports submitted to

City; (vi) bank statements applicable to the operation of this Concession at the

Airport; (vii) corporate contracts with corporate customers; (viii) annual audited

financial statements and related reports on internal controls (including management

representation letters); (ix) electronic media documenting accounting records; (x)

other sales related documents; and

b) detailed backup documentation for all exclusions from Gross Revenue claimed by

Concessionaire.

If any litigation, claim or audit is commenced by City or Concessionaire against the other prior

to expiration of the contract term or of such two (2) year period but extends beyond such period,

Concessionaire must retain such original books and records until the litigation, claim or audit has

been finally resolved. Such original books and records shall be maintained in the form of

electronic media compatible with or convertible to format compatible with computer software

utilized by City at its offices, or computer run hard copy. Such original books and records shall

be maintained consistent with GAAP, shall be segregated from Concessionaire’s original books

and records relating to other operations, shall contain records of all applicable original

agreements and receipts associated with such agreements for each of Concessionaire’s airport

Premises and shall contain a breakdown of such receipts into the components of Gross Revenues

and any exclusions therefrom. Such original books and records shall be maintained in a manner

to allow for an audit, examination, or inspection. Daily business reports shall not suffice to take

the place of records of such agreements and receipts properly recorded in Concessionaire’s

general ledger, revenue journals, and/or summaries. If requested, Concessionaire shall provide

City with a computer file compatible with City software that details monthly transactions. Concessionaire acknowledges that Percentage Fee payments by Concessionaire to City under

this Concession Agreement for Concessionaire’s privilege to use the Airport facilities and access

the Airport market and are not fees imported by City upon the concessionaire’s customers. City

does not require, but will not prohibit, a separate statement of the Percentage Fee on customer

invoices or rental agreements, provided that such separate statement of fees meets all of the

following conditions; (i) such Percentage Fee pass through must be titled “Concession Recovery


Fee” or “Concession Recoupment Fee”; (ii) the Concession Recovery Fee or Concession

Recoupment Fee must be shown on the customer rental agreement and invoiced with other

Concessionaire charges; (iii) the Percentage Fee as stated on the invoice and charged to the

customer shall be no more than eleven and eleventh one-hundredths percent (11.11%); (iv)

Concessionaire shall neither identify, treat, or refer to Percentage Fee as a tax, nor imply City is

requiring the pass-through of such fee; (v) if Concessionaire elects to include the Percentage Fee

on its customers’ invoices, it will be considered a part of Gross Revenue; and (vi) Concessionaire

shall comply with all applicable laws, including Federal Trade Commission requirements, and

the Oregon Unfair Trade Practices Act, ORS 646.605 to 646.656, and any commitment to or

contractual obligation by Concessionaire with the Attorney General of Oregon or any group of

State Attorneys General.

Section 5.8 Audit Requirements and Rights. City shall have the right, upon reasonable notice,

during reasonable business hours, and in a manner that is not unduly disruptive to

Concessionaire, to conduct an audit, examination, or inspection of Concessionaire’s original

books and records and computerized accounting systems relating to Concessionaire’s operation

(including but not limited to all of the books and records Concessionaire is required to maintain

under Section 5.5) in order to determine accuracy of the fees paid by Concessionaire to City for

the initial and first Agreement year and any subsequent Agreement year which ended no more

than two (2) years prior to the date of the commencement of such audit.

Such audit, examination, or inspection may include, but is not limited to, a review of the general,

input, processing, and output controls of information systems, using read-only access, for all

computerized applications used to record financial transactions and information. Concessionaire

shall, if requested, freely lend assistance in making such audit, examination or inspection, and if

such records are maintained in electronic and other machine-readable format, shall provide City

and/or its representative such assistance as may be required to allow complete access to such

records within ten (10) business days from the original request.

a) Penalty for Non-Compliance with Audit. If Concessionaire does not make the

books and records available within ten (10) business days, a charge of One Hundred

Dollars ($100) per day for each day the records are late will accrue and be due and

payable to City. If such books and records are maintained outside City of Redmond,

Oregon, and cannot be provided to a location within Redmond, Oregon,

Concessionaire agrees to reimburse City for expenses incurred in sending

representatives to wherever such records are maintained. Such expense will include

the added cost of auditor time, transportation, lodging, food and other out-of-pocket

expenses. In those situations where Concessionaire’s records have been generated

from computerized data (whether mainframe, minicomputer, or PC-based computer

systems), Concessionaire agrees to provide City’s representatives with extracts of

data files in a computer readable format on data disks, e-mail with attached files or

suitable alternative computer data exchange formats. Concessionaire agrees to

provide appropriate workspace to conduct the audit and free access to copiers, fax

machines and other needed office equipment. Concessionaire shall provide the name

and telephone number of Concessionaire’s accounting manager or the like who has a

thorough knowledge of the accounting system as it pertains to this Agreement and

who will assist City with its audit. Concessionaire will also allow interview of past


and present employees who were or are involved in the financial or operational

activities of Concessionaire.

b) Requirement to Satisfy Underpayment. If the audit performed pursuant to Section

5.6 reveals that the amount of Concession Fees Concessionaire actually incurred and

should have paid to City during the Agreement is greater than the total of such

Concession Fees paid to City, then Concessionaire shall pay the difference to City

within thirty (30) days of notice by City of the difference, together with payment of

interest which shall accrue on such difference at the rate of the lower of eighteen

percent (18%) per annum or the maximum rate of interest allowed by law, calculated

from the date the Concession Fees should have been paid to the date of actual pay

payment by Concessionaire.

c) Refund of Overpayment. If an audit finds that Concession Fees actually paid by

Concessionaire exceed the Concession Fees such Concessionaire actually incurred,

then Concessionaire shall be entitled to a credit in the amount of the excess against

the Concession Fees next due and owing from Concessionaire to City. If the

Agreement has terminated and there are not amounts owing from Concessionaire to

City under the Agreement, then City shall refund the difference to Concessionaire

within thirty (30) days of City’s actual completion of its audit.

d) Audit Expenses. If an audit or inspection finds that the amount of Concession Fees

Concessionaire actually incurred and should have paid to City is more than two

percent (2%) greater than the amount of Concession Fees Concessionaire paid City,

then Concessionaire shall reimburse City for the entire cost of the audit or inspection.

In addition the outstanding sums due will be subject to charges shown under

Requirement to Satisfy underpayment.

e) Inspection and Audit Rights Survive Expiration. City’s rights under Section 5.6 to

inspect and audit the books and records shall survive the expiration or earlier

termination of the Agreement.

f) Conflict between Agreement and Accounting Principles or Auditing Standards. In the event of any conflict between any provision of the Agreement and GAAP or

GAAS, the provisions of this Agreement shall control even where this Agreement

references such principles or standards. In particular, without limitation,

Concessionaire shall maintain all original books and records required under this

Agreement to the full extent required hereunder, even if some or all of such records

would not be required under GAAP or GAAS.

g) Publishing Gross Revenues. During the last year of the Term, or at any time after

the Termination Date, the City shall be entitled to publish the statements of annual

Gross Revenues declared by the Concessionaire for the purposes of informing future

parties tendering for the provision of services to the Airport or other Concessionaires

Section 5.9 Annual Reporting. Concessionaire shall submit within ninety (90) days of the end

of each Agreement Year and applicable extension period(s) a report that shall contain the

following:


a) A Yearly Financial Statement as shown in the definitions section.

b) The establishment of new operational goals and objectives for the forthcoming year,

including projections of sales and payments to the City for the forthcoming year;

c) A review of customer service issues, a complaint summary and how complaints were

handled during the previous year;

d) A discussion of Concessionaire’s customer service improvements, initiatives and

activities, including information on surveys, secret shopper programs, incentives, etc.

Copies of any consumer surveys and other industry trend studies, and plans to

enhance customer service, sales, or other aspects of the operation that might

reasonably be completed by the City, in concert with Concessionaire. At minimum,

annual customer service initiatives should address on-going efforts for ensuring that

vehicles are adequately prepared so they are clean at pickup, customers receive the

models they reserved, and wait times for vehicle pick up and drop off are minimal.

e) Identification of required maintenance to be performed.

f) Any planned capital and/or refurbishment expenditures, investments or improvements

in the Terminal and Ready/Return and Overflow Premises;

g) Any changes or improvements in operations anticipated in the following year, such as

marketing efforts, training or services.

h) Utilization of environmentally-friendly, fuel-efficient vehicles such as high Miles Per

Gallon (MPG) vehicles, electric hybrid or electric vehicles into Concessionaire’s

local fleet. Concessionaire shall report percentage of sales that come from such fuel-

efficient vehicles.

i) Concessionaire’s latest organization chart and contact information; and.

j) Any other information reasonably requested by the City.

ARTICLE VI.

CITY’S COVENANTS

City covenants, warrants, and agrees that:

a) City has lawful possession of Terminal and Ready/Return and Overflow premises,

and is authorized to execute this Agreement;

b) City shall, at no cost to Concessionaire, provide finished floors, ceilings, unfinished

walls, finished counter shell, under-counter electrical duct work, and utilities at

terminal, and will further provide all partitions about the perimeter of these premises,

all structural walls and supports, all structural roof construction, all structural floor

construction, and all exterior window walls designed about the perimeter of these


premises, and all heating, air conditioning, and electrical service at terminal and

lighting at Ready/Return and Overflow premises.

c) City shall maintain all public use areas of the Airport in good repair, and shall make

such repairs, replacements, or additions thereto as it considers, in its sole discretion,

necessary for the safe and efficient operation of the Airport;

d) City shall provide for, install and construct, and throughout the term of this

Agreement, maintain and keep in repair, and open to traffic, a road or roads suitable

for vehicular traffic connecting the Ready/Return and Overflow Premises with the

Terminal, which road or roads Concessionaire is hereby given the right to use, in

common with others, for movement of its vehicles throughout the term of this

Agreement;

e) City shall provide, at its expense, for common area rental car directional signage; and

f) Throughout the term hereof, Concessionaire may have, hold, and enjoy peaceful and

uninterrupted possession of these premises and the rights herein leased and granted,

subject to performance by Concessionaire of its obligations herein.

ARTICLE VII.

CONCESSIONAIRE’S COVENANTS

Concessionaire covenants, warrants, and agrees that:

a) Concessionaire is a corporation duly organized and validly existing which is

authorized to do and doing business in the State of Oregon;

b) Concessionaire is empowered and authorized by its directors and shareholders to

enter into this Agreement and consummate the transactions contemplated hereby;

c) Concessionaire shall pay the rent and other charges herein reserved, and submit all

documentation required hereunder, at such times and places as the same are due and

payable;

d) Concessionaire shall comply with the provisions of Section 4.3 when making any

alterations or additions to these premises;

e) Concessionaire shall keep and maintain its Premises in good condition order, and

repairs during the term of this Agreement, and surrender the same upon the expiration

or earlier termination hereof in the condition in which they are required to be kept,

reasonable wear and tear excepted. The Concessionaire shall notify the City of its

maintenance schedule for its Premises at the commencement of each Agreement

Year;

f) Concessionaire shall observe and comply with all present and future laws, ordinances,

orders, directives, rules and regulations of City, the Unites States (including without

limitation the Federal Aviation Administration and the Transportation Security

Administration, the State of Oregon, the County of Deschutes, Oregon, and the

respective agencies, departments, authorities or commissions of each which may

either directly or indirectly affect Concessionaire or its operations on, or in

connection with, the Airport and any other rights and privileges herein granted,

including but not limited to all federal, state, and local environmental protection laws,

regulations, rules and ordinances;

g) Concessionaire shall timely pay for all telephone services, internet, licenses and

permits necessary for, and promptly satisfy all costs and expenses associated with,

Concessionaire’s operations at the Airport and timely pay all fees, taxes and charges


assessed or imposed by any governmental authority, insofar as they are applicable to

Concessionaire’s business and operations.

h) Concessionaire shall undertake an affirmative action program as may be required by

Title 14, Code of Federal Regulations Part 152, Subpart E, to insure that no person

shall, on the grounds of race, creed, color, national origin or sex, be excluded from

participating in any employment activities covered in Title 14, Code of Federal

Regulations, part 152, Subpart E, or from participating in or receiving the services or

benefits of any program or activity covered by said Subpart E;

i) Concessionaire shall maintain and operate such facilities and services in compliance

with requirements imposed pursuant to Title 49, code of Federal Regulations, Part 21,

Nondiscrimination in Federally Assisted Programs of the Department of

Transportation, as amended;

j) No person on the grounds of race, color, or national origin shall be excluded from

participation in, denied the benefits of, or be otherwise subjected to discrimination in

the use of these premises; no person on the grounds of race, color, or national origin

shall be excluded from participation in, denied the benefits of, or otherwise be

subjected to discrimination in the construction of any improvements on, over, or

under these premises or the furnishing of services thereon; and Concessionaire shall

use these premises in compliance with all other requirements imposed by or pursuant

to Title 49,Code of Federal Regulations, Part 21, Nondiscrimination in Federally

Assisted Programs of the U.S. Department of Transportation, as amended; and

k) Concessionaire shall include the provisions of the above clauses (h), (i), and (j) in all

contracts, subleases, assignments, or other agreements related to or connected with

this Agreement and shall cause all contractors, subleases, or assignees there under, as

the case may be, to similarly include such provisions in any future contracts,

subleases, assignments, or other such agreements.

l) During the term of this Agreement, Concessionaire shall operate and maintain all

signage only under the trade or brand name(s) designated by Concessionaire in this

Agreement. Concessionaire shall be prohibited from operating at the Airport under

any brand name or names.

m) The Concessionaire shall comply with all requirements of the 1990 Americans with

Disabilities Act (ADA).

n) Concessionaire shall comply with any national standard established requiring rental

car companies to standardize the classification of their vehicles.

ARTICLE VIII.

GENERAL OPERATING STANDARDS

The City shall have the right to adopt and enforce reasonable and non-discriminatory, rules and

regulations and operating performance standards with respect to the use of the Terminal and

Ready/Return and Overflow Parking Lot Premises, which the Concessionaire agrees to observe

and obey. The City may amend such rules or regulations and operating performance standards

from time to time and shall provide copies thereof to the Concessionaire.

During the term of this Agreement, Concessionaire covenants to maintain, operate and keep or

cause the maintenance and operation of the Terminal and Ready/Return and Overflow Parking

Lot Premises in accordance with the provisions of this Agreement in a first-class manner and in a


safe, clean and sanitary condition at all times to the satisfaction of the Airport Director.

Concessionaire covenants to sell or cause the sale of rental car services of the highest quality as

required by all applicable laws and to insure that every item, product or service offered to the

public is available at all times of the day that such items, products or services are posted as

available. Concessionaire covenants not to misrepresent the quality of any item, product or

service offered through its Terminal and Ready/Return and Overflow Premises, and covenants

not to allow the use of any false, misleading or deceptive advertising in the promotion of the

Terminal and Ready/Return and Overflow Parking Lot Premises.

In addition to future rules and regulations that may be promulgated from time to time,

Concessionaire covenants the following:

Section 8.1 Rental Services. Concessionaire shall furnish rental car services on a fair,

reasonable, and non-discriminatory basis to all users and patrons of the Airport seven (7) days

per week with its customer service counter in these premises being open and operated at all times

required to meet scheduled flights where reservations have been made. The Concessionaire shall

maintain and operate its rental car operations in a first-class manner and shall keep these

premises in a safe, clean, orderly, and inviting condition at all times satisfactory to City.

Concessionaire shall; (a) accept at least three (3) nationally recognized credit cards for payment

of vehicle rental; and (b) provide for a national reservation system for services of Concessionaire

at the Airport. Concessionaire’s current pricing for refueling must be prominently posted at all

times.

Section 8.2 Operations. Concessionaire shall conduct its operations in an orderly and proper

manner so as not to annoy, disturb, or be offensive to customers, patrons, or other tenants on the

Airport.

Section 8.3 Manager and Staff. Concessionaire shall select and appoint a full-time manager of

its rental car operation herein authorized. Such person shall be qualified and experienced, vested

with full power and authority to act in the name of Concessionaire with respect to the method,

manner, and conduct of the operation of Concessionaire’s rental car operations on the Airport.

Such manager or supervisor shall be available at the Airport during regular business hours, and

during such manager’s absence a duly authorized representative shall be in charge and be

available on the Airport. The Airport Director reserves the right to approve any manager.

Should the Airport Director deem that a manager is not providing high quality customer service

or not performing in accordance with the terms and conditions of this Agreement, the Airport

Director shall notify Concessionaire in writing and Concessionaire shall replace the existing

manager at the Airport within thirty (30) days of such notice.

Concessionaire shall employ a sufficient number of properly trained personnel to manage and

operate the Terminal and Ready/Return and Overflow Parking Lot Premises at its maximum

capacity and efficiency at all times that the Terminal and Ready/Return and Overflow Parking

Lot Premises are open for business. Sufficient number is a number, which consistently provides

customers with no unreasonable delay or inconvenience, as determined by the City through the

development of standards, in moving through point of sale or selecting services or products. All

personnel shall be clean, neat in appearance and attired in proper uniform, with name tag clearly

visible. It is a requirement that during operating hours, queues should be kept to a minimum

while ensuring that all points of sales are open.


Concessionaire’s operation at the Airport shall have a specific uniform that distinguishes the

employees from other Concessionaires. Concessionaire shall further ensure that all employees of

Concessionaire conform to personal hygiene. Concessionaire must ensure that all employees can

adequately communicate with customers and are professional and courteous while interacting

with patrons.

Section 8.4 Conduct. Concessionaire shall be responsible for the conduct, demeanor, and

appearance of its officers, agents, employees, and representatives. Such persons, while on duty,

shall wear Company uniforms, with name tag, clearly identifying themselves as working on the

Airport, which uniforms shall at all times be maintained in a neat, orderly, and clean condition.

Concessionaire shall train its officers, agent’s employees, and representatives to render a high

degree of courteous and efficient service, and it shall be the responsibility of Concessionaire to

maintain close supervision over such persons to assure the rendering of a high standard of

service to the public and the patrons of Concessionaire’s rental car operations. Upon receipt of a

written objection from the Airport Director concerning the appearance or demeanor of any of

Concessionaire’s employees, Concessionaire shall promptly eliminate the basis for the objection,

including if necessary the initiation of steps that could lead to the discharge of the offending

employee in accordance with Concessionaire’s employment policies and any applicable

collective bargaining agreements, and shall take any action reasonably necessary to prevent a

recurrence of the same or similar conduct. Should Concessionaire not take corrective action or a

recurrence of the objected-to-behavior occurs again, Concessionaire agrees to and shall pay a

penalty fee in the amount of $100 to City for each additional occurrence of the same offending

behavior. Concessionaire shall ensure that its agents and employees not engage in pressure sales

tactics for services offered, including insurance options, and furnish automobile rentals on a fair,

reasonable and non-discriminatory basis.

Section 8.5 Drugs and Alcohol. City is a drug free workplace. Concessionaire shall enforce a

zero tolerance as to dealing, possession, or use of drugs or alcohol by Concessionaire or its

employees, subcontractors, and agents while operating under this agreement. Failure to enforce a

zero tolerance policy amounts to “unsafe conditions”, allowing City the option to immediately

terminate agreement.

Section 8.6 Rental Fleet. Concessionaire shall at all times maintain on the Airport, at

Concessionaire’s expense, an adequate supply of rental cars to meet the reasonable public

demand therefore. Such rental cars shall at all times be maintained by Concessionaire, at its own

cost and expense, in good operating order and free from known mechanical defects and shall be

kept in a clean, neat and attractive condition, inside and out. Concessionaire agrees that it will at

no time use rental cars whose year model is more than two (2) years older than the current year

model; except that Concessionaire shall have until May 31st of each year to eliminate from

inventory and use those rental cars whose year model is more than two (2) years older than the

current year model.

Section 8.7 Customer Complaints. Concessionaire shall answer all written customer

complaints within seventy-two (72) hours after receipt of such complaints and resolve all issues

within two (2) weeks. Concessionaire shall provide copies of the complaints and answers to the

City by the last day of each calendar month.


Section 8.8 Accident/Incident Standard Operating Procedure (S.O.P.). Concessionaire shall

develop and maintain, an S.O.P. for processing accidents/incidents on their Terminal location,

Ready/Return and Overflow Premises at Airport. The S.O.P. must immediately available upon

request by the Airport Director. The S.O.P. must be kept current by the Concessionaire during

the course of this contract. Concessionaire shall be responsible to train staff in proper execution

of concessionaires S.O.P.

Section 8.9 Solicitation. Concessionaire shall not permit its officers, agents, employees, and

representatives to engage in the solicitation of the services offered by Concessionaire outside of

these premises. City shall be the sole judge on the question as to whether the conduct of

Concessionaire in the solicitation of business constitutes a violation of this Section, and, upon

notice from City, Concessionaire shall forthwith take all lawful steps necessary to promptly

eliminate the condition complained of.

Section 8.10 Relationships With Others. Concessionaire shall so conduct and carry on its

rental car operations on the Airport as to maintain a friendly, cooperative, though competitive

relationship with its competitors, if any, engaged in like business at the Airport and shall not

engage in open, notorious, and public disputes, disagreements, or conflicts tending to deteriorate

the quality of the service of Concessionaire or its competitors or be incompatible to the best

interest of the public on the Airport. City shall have the right, but not the obligation, to resolve

all such disputes, disagreements, or conflicts. City’s determination thereof, or the manner in

which Concessionaire shall thereafter operate, shall be binding upon Concessionaire.

Section 8.11 Janitorial/Cleaning Services, Maintenance and Repair. Concessionaire shall

provide at its own expense such janitorial and cleaning services and supplies as may be

necessary or required for the operation and maintenance of the Terminal and Ready/Return and

Overflow Parking Lot Premises except that cleaning of the open counter space, provided it is not

assigned and occupied by a Concessionaire, will be the responsibility of City. Concessionaire

shall keep and maintain these premises in a clean, neat, and sanitary condition and attractive in

appearance.

Except with respect to the City’s maintenance and repair obligations as set forth herein, the

Concessionaire hereby undertakes at its own expense to maintain and keep the Terminal and

Ready/Return and Overflow Premises in a good state of repair and condition (“like new”) as well

as all appliances and facilities in use. Concessionaire further undertakes to use the Terminal and

Ready/Return and Overflow Premises in a prudent and diligent manner and to carry out without

delay and at its own expense all repairs to the Terminal and Ready/Return and Overflow

Premises which are necessary in order to maintain the premises.

Maintenance and repairs shall include, but not be limited to, painting, ceiling, walls, floors,

laminating doors, windows, equipment, furnishings, fixtures, appurtenances, replacement of

ceiling light bulbs, ballast and the replacement of all broken glass, which repairs shall be in

quality and class equal to or better than the original work to preserve the same in good order and

condition.

The Concessionaire shall repair or cause to be repaired, at or before the end of the Term of this

Agreement, all injury done by the installation or removal of furniture and personal property so as


to restore the Terminal and Ready/Return and Overflow Premises to the state they were at the

commencement of the Concession Agreement, reasonable wear and tear excluded.

If maintenance is not performed by Concessionaire to the satisfaction of the City within seven

(7) calendar days after receipt of a written notice to make repairs, City shall have the right to

enter the Terminal or Ready/Return and Overflow Premises and perform such maintenance and

charge Concessionaire for such services. The charge for such services shall be the cost thereof

plus twenty-five percent (25%) for administrative costs.

Section 8.12 Garbage and Environmental Recycling. Concessionaire shall provide and use

suitable covered or sealed receptacles for all garbage, trash, and other refuse in these premises.

Piling of boxes, cartons, barrels, or similar items shall not be permitted.

Concessionaire shall undertake to abide by all local environmental legislation and shall fully

indemnify and keep indemnified the City from any claims arising either directly or indirectly

from a breach of the environmental obligations of the Concessionaire. Concessionaire further

agrees to bear any reasonable and actual costs associated with the implementation of any existing

or future recycling program, or propose for approval by the City an alternative environmental

recycling plan which such approval shall not be unreasonably withheld. Proper disposal of

contaminated and/or regulated materials generated by the Concessionaire is the sole

responsibility of the Concessionaire.

Concessionaire further undertakes to take all reasonable steps to minimize the impact of their

operation on the environment.

Section 8.13 Fire Protection and Safety Equipment. Concessionaire shall at its own expense

maintain all fire protection and safety equipment and all other equipment of every kind and

nature required by any applicable law and regulation, and further take all precautions to prevent

fire from occurring in or about the Terminal and Ready/Return and Overflow Premises.

Section 8.14 Repairs. Any repairs performed at these premises by Concessionaire, or on its

behalf, shall be of first-class quality in both materials and workmanship. All repairs shall be

made in conformity with all laws, rules, regulations, and ordinances prescribed from time to time

by federal, state, or local authorities having jurisdiction over these premises.

Section 8.15 Hours of Operation. The Concessionaire must be open for business at the

designated operating hours, unless otherwise authorized in writing by the Airport Director. The

minimum hours of operation for the Concessionaire shall be as follows: The opening of the

operation shall be the earlier of one hour prior to the first departure or thirty minutes prior to the

first arrival. The closure of the operation shall be the later of the last departure or one hour after

the last arrival, 365 days per year unless otherwise authorized in writing by the City. During this

period of time, Concessionaire shall provide for full and complete service at all times. Any

reduced service shall be requested in writing to the Airport Director, and must be approved in

writing by the Airport Director prior to such reduction. In any case, the minimum hours of

operation shall not be less than the hours set forth herein.


Section 8.16 Snow and Ice Removal. Concessionaire is responsible for removal of snow and

ice from their assigned spaces and associated driveways in the Ready Return and Overflow

Parking Lot area as defined in Paragraph 4.2(b) Leased Premises and as depicted in Exhibit 1.

ARTICLE IX.

INSPECTION

City and its authorized officers, employees, agents, contractors, subcontractors, and other

representatives shall have the right to enter upon these premises for the following purposes:

a) To inspect these premises at reasonable intervals during regular business hours (or

any time in case of an emergency) to determine whether Concessionaire has complied

and is complying with the terms and conditions of this Agreement, without

interference; and

b) To perform essential maintenance, repair, relocation, or removal of existing

underground or overhead wires, pipes, drains, cables, conduits, and other facilities

now or hereafter located on or across these premises, and to construct, maintain,

repair, relocate, and remove such facilities in the future if necessary to carry out the

master plan of development for the Airport; provided, however, that said work shall

in no event disrupt or unduly interfere with the operations of Concessionaire, and

provided further, that the entire cost of such work, including but not limited to the

cost of rebuilding, removing, relocating, protecting, or otherwise modifying any

improvement at any time erected or installed in or upon these premises as a result of

the exercise of City of its rights hereunder, and the repair of all damage to such

improvement caused thereby, shall be borne solely by City.

ARTICLE X.

ASSIGNMENT AND SUBLEASING

Section 10.1 Assignment. Concessionaire shall not assign or sublet this Agreement or allow

same to be assigned by operation of law or otherwise, or sublet these premises or any part thereof

without the prior written consent of City. City reserves the right to deny any assignment or

subletting by Concessionaire for any reason it deems in the best interest of City. Any purported

assignment or sublease in violation hereof shall be void.

Section 10.2 Continued Obligations. In the event City consents to any assignment or subletting

on the part of Concessionaire of any rights or privileges granted in this Agreement,

Concessionaire shall continue to remain responsible for any and all payments due City as a result

of operations from the assignment or subletting.

Section 10.3 Default. In no case may the activities, uses, privileges, and obligations authorized

herein on the Airport, or in the Terminal, or on the Ready/Return and Overflow Premises, or any

portions thereof be assigned for any period or periods after a default by Concessionaire of any of

the terms, covenants, and conditions of this Agreement.


ARTICLE XI.

INDEMNIFICATION

Concessionaire shall protect, defend, indemnify and hold City completely harmless from and

against any and all liabilities, demands, suits, claims, losses, damages, fines, penalties, attorney

fees, costs, and judgments arising by reason of the injury or death of any person or damage to

any property of any nature (including but not limited to those relating to or arising out of the

violation of any federal, state, or local environmental protection, health, or safety law, regulation,

rule, or ordinance), including all reasonable costs of investigation and defense thereof (including

but not limited to attorney’s fees and court cost), arising out of or incidental to any acts or

omissions of Concessionaire, its officers, employees, agents, representatives, contractors,

subcontractors, licensees, or invitees related to (a) this Agreement, (b) Concessionaire’s use or

occupancy of, or operations on or in connection with, the Airport, or the Terminal, or the

Ready/Return and Overflow Premises, or any portions thereof, or (c) Concessionaire’s rights,

responsibilities, or duties under this Agreement; unless such injury, death, or damage is caused

by the sole negligence of City. City shall give Concessionaire reasonable notice of any such

claims or actions. Concessionaire, in carrying out its obligations hereunder, shall use counsel

reasonable or acceptable to, and cooperative with City. The provisions of this Article XI shall

survive the expiration or earlier termination of this Agreement.

ARTICLE XII

INSURANCE AND PERFORMANCE BOND

Section 12.1 Insurance:

a) Required Minimum Insurance. Concessionaire shall obtain and maintain

continuously in effect at all times during the term of this Agreement at

Concessionaire’s sole cost and expense, the following insurance:

(i) Comprehensive general liability insurance protecting City against any and all

liability arising out of or incidental to any acts or omissions of Concessionaire, its

officers, employees, agents, representatives, contractors, subcontractors,

licensees, or invitees related to this Agreement; Concessionaire’s use or

occupancy of, or operations on or in connection with, the Airport, the Terminal

and Ready/Return and Overflow Premises, or any portions thereof; and

Concessionaire’s rights, responsibilities or duties under this Agreement, in the

minimum amount $2,000,000 combined single limit per occurrence and

$2,000,000 aggregate;

(ii) Automobile liability insurance, in the minimum amount of $2,000,000 combined

single limit per occurrence, including matching uninsured motorist, bodily injury

and Oregon AutoPIP;

(iii) Contractual liability insurance to insure Concessionaire’s obligation to defend,

indemnify and hold City harmless in accordance with the indemnification

provisions of Article XI, in the minimum amount $2,000,000 per occurrence and

$2,000,000 aggregate.

b) Policy Requirements. All insurance policies required herein shall be issued by a

solvent insurance company or companies acceptable to City and authorized to do

business in Oregon; shall name The City of Redmond, its agents, directors, officers,

employees, and volunteers as an additional insured by delivered endorsement; and


shall be conditioned upon thirty (30) days prior written notice from Concessionaire to

City before such policies may be altered or canceled. The endorsement must provide

primary and non-contributory coverage. Concessionaire shall provide to City

certificates of insurance evidencing Concessionaire’s compliance with the provisions

to this Agreement.

c) Effect of Noncompliance. Failure to keep the insurance required pursuant to this

agreement in force or provide City with evidence of such insurance shall constitute a

default under the terms of this Agreement entitling City, in addition to all other

remedies available hereunder, the right to immediately suspend Concessionaire’s

right to access and use of all these premises. In addition, if Concessionaire shall at

any time fail to insure or to keep insured as aforesaid, City may, but shall not be

required to, do all things necessary to effect or maintain such insurance and all

monies expended by it for that purpose shall be repaid to City by Concessionaire as

additional rentals in the month or months the premium or premiums are paid by City.

d) Notice. City agrees to notify Concessionaire in writing as soon as practical of any

claim, demand, or action arising out of any occurrence covered hereunder of which

City has knowledge and to cooperate with Concessionaire in the investigation and

defense thereof.

e) Oregon Workers’ Compensation. Concessionaire, its subcontractors, if any, and all

employers working under this Agreement are subject employers under Oregon Law

and shall comply with Oregon Workers Compensation statues during the term of this

agreement. .

f) Limits of Insurance. Insurance limits may require re-evaluation, based on legal case

law, which could affect this agreement. City reserves the right to adjust insurance

limits, with 30 days written notice to Concessionaire by amendment.

Section 12.2 Performance Security Deposit/Bond. Concessionaire shall provide City, and

maintain throughout the term hereof, a Security Deposit in an amount equal to one-half (1/2) the

Minimum annual Guarantee (MAG). The Security Deposit shall be in the form of cash, bond or

an irrevocable letter of credit in a form acceptable to City and drawn on a bank with a branch in

the State of Oregon or other such security deemed acceptable to City in its sole discretion. The

Security is subject to annual increases proportionate to any increase in MAG. The Security

Deposit shall secure all of Concessionaire’s obligations under this Agreement.

The Security Deposit may be drawn upon to pay Rent without notice at any time after Rent is

past due. In addition, City may draw upon the Security Deposit, if a letter of credit, immediately,

without notice, upon the commencement of a bankruptcy case or other insolvency proceeding, as

described in Section 20.28, by or against Concessionaire, upon receipt of notice of non-renewal

or failure of Concessionaire to cause the letter of credit to be renewed at least the (10) calendar

days before its stated expiration date, or for failure to increase the face amount of the letter of

credit.

ARTICLE XIII.

CANCELLATION BY CONCESSIONAIRE

Section 13.1 Events. Concessionaire shall have the right upon thirty (30) days prior written

notice to City to cancel and terminate this Agreement upon the happening of one or more of the

following events, if said event or events shall then be continuing:


a) Any court of competent jurisdiction shall issue an injunction, order, or decree

preventing or restraining the use by Concessionaire of all or any substantial part of

the Airport, or preventing or restraining the use of the Airport for usual airport

purposes, or the use of any portion thereof which may be used by Concessionaire and

which is necessary for Concessionaire’s operations at the Airport, which remains in

force for a period of at least ninety (90) days; provided, however, that any such

injunction, order, or decree shall not have resulted from any wrongful action or fault

of Concessionaire;

b) City shall default in fulfilling any of the terms, covenants or conditions to be fulfilled

by it under this Agreement and shall fail to cure said default within thirty (30) days

following receipt of written demand from Concessionaire to do so, except that if the

default cannot be cured within said thirty (30) days by reason of the nature of such

default, Concessionaire shall then have the right to cancel this Agreement only if City

shall have failed to commence to remedy such default within said thirty (30) days

following receipt of such written demand, or having so commenced, shall fail

thereafter to continue with diligence the curing thereof;

c) All or a material part of the Airport shall be destroyed by fire, explosion, earthquake,

other casualty, acts of God, or the public enemy;

d) The United States Government or any of its agencies shall occupy the Airport or any

substantial part thereof to such an extent as to materially interfere with

Concessionaire’s operations for a period of ninety (90) consecutive days or more.

Section 13.2 Litigation. In the event of any litigation to determine if a condition of default has

occurred, Concessionaire shall pay its rentals, fees, and charges into the court having jurisdiction

over such litigation, or to City, but shall not be relieved from such obligation unless and until a

final determination on such litigation is made in that regard in Concessionaire’s favor.

ARTICLE XIV

CANCELLATION BY CITY

Section 14.1 Events. City shall have the right upon written notice to Concessionaire to cancel and

terminate, with thirty (30) days’ notice, the Agreement in its entirety, upon or after the happening

of one or more of the following events, if such event or events is then continuing:

a) Concessionaire shall make a general assignment for the benefit of creditors;

b) Concessionaire shall file a voluntary petition in bankruptcy or a petition seeking its

reorganization or the readjustment of its indebtedness under the Bankruptcy Code

(Title 11 of the United States Code) as not in effect or hereafter amended;

c) An involuntary petition in bankruptcy shall be filed against Concessionaire, and

Concessionaire is thereafter adjudicated bankrupt thereunder;

d) Concessionaire shall consent to the appointment of a receiver, trustee, or liquidator of

all or substantially all of the property of Concessionaire;

e) Concessionaire shall fail to make any payments of fees as set forth in Section 5;

f) Concessionaire shall default in fulfilling any of the terms, covenants, or conditions

required of it under this Agreement or any other agreement executed between City


and Concessionaire and Concessionaire shall fail to remedy the default within twenty

(20) days following receipt by Concessionaire of written demand from City to do so;

g) City shall determine, at any time during the term hereof, that it is reasonably

necessary to utilize these premises, or the Ready/Return and Overflow Premises for

Airport expansion and development purposes; provided, however, in that event alone,

City may cancel this Agreement only on one hundred and eighty (180) days written

notice to Concessionaire, and City shall have no obligations to Concessionaire by

reason of such cancellation;

h) In the event there is a finding by an independent certified public accounting firm or

City’s designated auditors which indicates a lack of proper internal control structure

or fraudulent practices on the part of Concessionaire which results in an audit

adjustment of the amount due to City of five percent (5%) or more; or Concessionaire

diverts, through direct or indirect means, car rental revenues from inclusion in Gross

Receipts as defined in this Concession Agreement. Diversion shall include, but not be

limited to, the following situations:

(1) Shortage of rental cars at the Airport while having rental cars available elsewhere

in the metropolitan area, renting such car to a potential customer that arrived at

the Airport and not including the resulting rental car revenue in the Gross

Receipts defined in this Agreement.

(2) The taking of a reservation, advertising or suggesting to a potential customer

arriving at the Airport that the customer rent a car at a location in the

metropolitan region other than the Airport regardless of the reason, and not

including the car rental revenue resulting from such transaction in gross receipts;

or

i) Concessionaire shall abandon all or any part of these premises or shall discontinue the

conduct of its operations in all or any part of these premises for a period in excess of

forty-eight (48) hours.

Section 14.2 Repossession. In the event any condition of default shall occur (notwithstanding

any waiver, license, or indulgence granted by City), then while such condition is continuing, City

shall have the right, at its election, either to terminate this Agreement as aforesaid or to enter

upon and take possession of these premises or any part thereof, without demand or notice, and

repossess the same, expelling Concessionaire and those claiming under Concessionaire, without

prejudice to any remedy for arrears of rent or preceding breach of covenant and without any

liability to Concessionaire or those claiming under Concessionaire for such repossession.

Section 14.3 Re-letting. Upon repossession, City shall in good faith attempt to re-let these

premises, or any part thereof, for such period or periods (which may extend beyond the term of

this Agreement) at such rentals or rents and upon such other terms and conditions as City may, in

good faith, deem advisable. City shall in no event be liable and Concessionaire’s liability shall

not be affected or diminished in any way whatsoever for failure to re-let these premises, or in the

event same are re-let, for failure to collect any rental or other sums due under such re-letting.

Section 14.4 Removal of Personal Property. If City shall terminate this Agreement or take

possession of these premises by reason of a condition of default, Concessionaire, and those

holding under Concessionaire, shall forthwith remove their personal property from these

premises. If Concessionaire or any such claimant shall fail to effect such removal within the

applicable time limitations set forth in Section 4.2 (i), City may, at its option, remove such goods


and effects and may (a) store the same for the account of Concessionaire or of the owner thereof

at any place selected by City, (b) retain such goods as the property of City free and clear of any

claims thereto from or by the Concessionaire, or (c) upon giving fifteen (15) days written notice

to Concessionaire of the date, time, and location of sale, sell such goods at public or private

auction on such terms and conditions as to price, payment, and otherwise as City may in good

faith deem advisable. If, in City’s judgment, the cost of removing and storing or the cost of

removing and selling any such goods and effects exceeds the value thereof for the probable sale

price thereof, as the case may be, City shall have the right, without liability for doing so, to

dispose of such goods in any manner City may deem advisable.

Section 14.5 Costs. Concessionaire shall be responsible for all costs of removal, storage, and

sale and City shall have the right to reimburse itself from the proceeds of any sale for all such

costs paid or incurred by City. If any surplus sale proceeds shall remain after such

reimbursement, City may deduct from each surplus any other sum due to City hereunder and

shall pay over to Concessionaire any remaining balance of such surplus sale proceeds.

Section 14.6 Waiver. If City shall enter into and repossess these premises for reason of default

of Concessionaire in the performance of any or the terms, covenants, or conditions herein

contained, then and in that event, Concessionaire hereby covenants and agrees that

Concessionaire will not claim the right to redeem or re-enter the repossessed areas to restore its

operations hereunder and Concessionaire hereby waives the right to such redemption and re-

entrance under any present or future law and hereby further, for any party claiming through or

under Concessionaire, expressly waives its right, if any, to make payment of any sum or sums of

rent, or otherwise, of which Concessionaire shall have made default under any of the covenants

thereof by reason of such payment.

Section 14.7 Cumulative Rights. All rights and remedies of City herein created or otherwise

existing at law are cumulative and the exercise of one or more rights of remedies shall not be

taken to exclude or waive the right to the exercise of any other. All such rights and remedies may

be exercised and enforced concurrently and whenever and as often as deemed advisable.

Section 14.8 Settlement. If proceedings shall at any time be commenced for recovery of

possession as aforesaid and compromise or settlement shall be affected either before or after

judgment whereby Concessionaire shall be permitted to retain possession of these premises, then

such proceedings shall not constitute a waiver of any condition or agreement contained herein or

of any subsequent breach thereof.

Section 14.9 Cooperation. Upon the termination of this Agreement, through passage of time or

otherwise, Concessionaire shall aid City in all reasonable ways possible in continuing the

business of operating an on-airport rental car concession at the Airport uninterruptedly.

ARTICLE XV.

SECURITY

Section 15.1 Federal Regulations. Concessionaire agrees to observe all security requirements of

Transportation Security Administration Part 1542, and the Airport Security Program and as they

may be amended hereafter, as approved by the Transportation Security Administration, and to


take such steps as may be necessary or directed by City to ensure that all officers, employees,

representatives, invitees, and guests observe such requirements.

Section 15.2 Fines/Penalties. If City incurs any fines and/or penalties imposed by

Transportation Security Administration or any expense in enforcing the regulations of

Transportation Security Administration, Part 1542, and/or the Airport Security Program, as a

result of the acts or omissions of Concessionaire, Concessionaire agrees to pay and/or reimburse

all such costs and expenses. Concessionaire further agrees to rectify any security deficiency as

may be determined as such by City or the Transportation Security Administration. City reserves

the right to take whatever action necessary to rectify any security deficiency, in the event

Concessionaire fails to remedy the security deficiency.

ARTICLE XVI.

HOLDING OVER

Any holding over by Concessionaire after the expiration or earlier termination of this Agreement,

without the written consent of City, except for the period provided for herein for removal of

property, shall not be deemed to operate as an extension or renewal of this agreement, but shall

only create a tenancy from month to month which may be terminated by City at any time. In the

event of such holding over, City shall be entitled to collect from Concessionaire, in addition to

any rentals which would otherwise be due, double the amount of the Concession Fee paid to City

immediately prior to the commencement of such holding over.

ARTICLE XVII.

DAMAGE AND CASUALTY

In the event that these premises are damaged or destroyed by fire or other casualty,

Concessionaire shall immediately repair such damage and restore these premises to a condition

at least as good as existed immediately before the casualty. While these premises are being so

repaired and restored, the applicable Minimum Annual Guarantee hereunder shall abate only if

the improvements thereon are rendered untenable by such damage; provided, however, that the

acts or omissions of Concessionaire, its officers, employees, agents, representatives, contractors,

subcontractors, licensees, or invitees did not cause the damage, in which case the Minimum

Annual Guarantee shall not abate. If these premises are rendered wholly untenable and incapable

of repair, this Agreement shall terminate.

ARTICLE XVIII.

TAXES AND ASSESSMENTS

Section 18.1 Payment. Concessionaire agrees to pay, before due, all taxes, assessments, user

fees and other charges, however named, which become due after the effective date of this

Agreement, levied or charged by the state, county, city, district or any other governing body

upon the Premises or any improvements located on the Premises, or upon any interest of

Concessionaire acquired pursuant to this Agreement, or any possessor right which

Concessionaire may have in or to the Premises or the improvements thereon by reason of


Concessionaire’s occupancy thereof, as well as all taxes, assessments, user fees or other charges

on all property, real or personal, owned or leased by Concessionaire in or about said Premises

(collectively, “Taxes”). Together with any other tax or charge levied wholly or partly in lieu

thereof. If available by law, rule or order of the taxing authority, Concessionaire may make

payments in installments.

To the extent that concessionaire qualifies for tax-exempt status, concessionaire may apply for

such exemption; however, unless an exemption is obtained, Concessionaire shall pay all Taxes

due under this Section.

Concessionaire understands that the Premises are exempt from real property Taxes until leased to

a taxable entity. Therefore, in the event that the Term of this Agreement ends before the end of

any tax year, concessionaire, unless exempt, shall be responsible for the payment of property

taxes for the entire Agreement Year without pro-ration, or in the event of any change in property

tax law, for any taxes due under such law. Concessionaire agrees that Deschutes County,

Oregon, is an intended third party beneficiary of Concessionaire’s obligations under this

Agreement to pay taxes owed to Deschutes county and that Deschutes County may enforce such

obligation directly, by an action for a money judgment, without affecting any right or remedy

available under this Agreement or otherwise.

Neither the Concessionaire or any Lease or Agreement of Concessionaire shall be entitled to

claim any exemption from sales or use taxes, or other taxes by reason of City’s ownership of fee

title in any of the land or facilities identified in the Agreement.

Section 18.2 Documentation. Concessionaire shall furnish to City; promptly upon request, proof

of the payment of any tax, assessment, and other governmental, or similar charge, which is

payable by Concessionaire as provided herein.

ARTICLE XIX.

NOTICE

Any notice given hereunder shall be given in writing, signed by the party giving such notice, and

shall be sent by United States certified mail, return receipt requested, with proper postage and

registration fees prepaid, addressed to the party for who intended, at the following address:

To City: City of Redmond

716 SW Evergreen Ave

Redmond, OR 97756

Attention: Airport Director

To Concessionaire:

Attention:


or to such other address as the party being given such notices shall from time to time designate to

the other by notice given in accordance herewith. Notice shall become effective two (2) days

after date mailed.

ARTICLE XX.

GENERAL PROVISIONS

Section 20.1 Independent Contractor. Concessionaire shall, at all times, be regarded as an

independent contractor and shall at no time act as agent for City. Nothing contained herein shall

be deemed or construed by the parties hereto, or by any third party, as creating the relationship of

principal and agent, partners, joint venturers, or any other similar such relationship, between the

parties hereto.

Concessionaire, its subcontractors if any, and all employers working under this Agreement are

subject employers under the Oregon Workers’ Compensation Law and shall comply with ORS

656.017, which requires them to provide workers’ compensation coverage for all their subject

workers.

The parties understand and agree that neither the method of computation of fees or rentals, nor

any other provision contained herein, nor any acts of the parties hereto creates a relationship

other than the independent relationship of City and Concessionaire.

Section 20.2 Approvals. Whenever this Agreement calls for approval by City, such approval

shall be evidenced by the written approval of the City Manager or its designee.

Section 20.3 Non-Exclusive Right. It is not the intent of this Agreement to grant to

Concessionaire the exclusive right to provide ground transportation services at the Airport at any

time during the term of this Agreement. City reserves the right, at its sole discretion, to grant

other certain rights and privileges upon the Airport which are identical in part or in whole to

those granted to Concessionaire.

Section 20.4 United States Requirements. This Agreement is subject and subordinate to the

provisions of any agreement hereof or hereafter made between City and the United States

Government relative to the operation or maintenance of the Airport, the execution of which has

been required or is required as a condition precedent to the transfer of federal rights or property

to City for airport purposes, or the expenditure of federal funds for the improvement or

development of the Airport.

Section 20.5 No Waiver. No delay or omission by City in exercising any right, power or remedy

hereunder or otherwise afforded by contract, at law, in equity or by statute, shall constitute an

acquiescence therein, impair any other right, power or remedy hereunder, or otherwise afforded

by contact, at law, inequity or by statue, or operate as a waiver of such right, power or remedy.

No waiver by City of any default by Concessionaire hereunder shall operate as a waiver of any

other default of the same default on a future occasion.


Section 20.6 Headings. The article and section headings contained in this Agreement are

inserted for convenience of reference only, and shall not be construed as defining, limiting,

extending, or describing the scope of this Agreement, any article or section hereof, or the intent

of any provision hereof.

Section 20.7 Severability If any provision of this Agreement, or the application thereof to any

person or circumstance, shall be held invalid or unenforceable under any applicable law, such

invalidity or unenforceability shall not affect any other provision of this Agreement that can be

given effect without the invalid or unenforceable provision, or the application of such provision

to other persons or circumstances, and to this end, the provisions hereof are severable.

Section 20.8 Aerial Approaches. City reserves the right to take any action it considers

necessary to protect the aerial approaches of the Airport against obstruction or interference,

together with the right to prevent Concessionaire from erecting, or permitting to be erected, any

building or other structure on or adjacent to these premises, which in the opinion of City, would

limit the usefulness of the Airport or constitute a hazard to aircraft.

Section 20.9 Waiver of Claims. Concessionaire hereby waives any claim against City and its

officers, directors, agents, servants, or employees for loss of anticipated profits caused by any

suit or proceedings directly or indirectly attacking the validity of this Agreement or any part

thereof, or by any judgment or award in any suit or proceeding declaring this Agreement null,

void, voidable, or delaying the same of any part thereof, from being carried out.

Section 20.10 Incorporation of Exhibits. All exhibits referred to in this Agreement are intended

to be and hereby are specifically made a part of this Agreement.

Section 20.11 Incorporation of Required Provisions. The parties incorporate herein by this

reference all provisions lawfully required to be contained herein by any governmental body or

agency.

Section 20.12 Binding Effect. All terms, covenants, and conditions of this Agreement shall be

binding upon and inure to the respective benefit of City and Concessionaire, their respective

officers, employees, agents, and representatives, all as the case may be.

Section 20.13 Right to Amend. In the event that the Federal Aviation Administration or its

successors requires modifications or changes in this Agreement as a condition precedent to the

granting of funds for the improvement of the Airport, or otherwise, Concessionaire shall make

such amendments, modifications, revisions, supplements, or deletions of any of the terms,

conditions, or requirements of the Agreement as may be reasonable required and any expenses

resulting from such amendments, modifications, revisions, supplements, or deletions shall be

borne solely by Concessionaire.

Section 20.14 Time. Time is of the essence with regard of each and every provision of this

Agreement.

Section 20.15 Force Majeure. Neither City nor Concessionaire shall be deemed in violation of

this Agreement if prevented from performing any of the obligations hereunder by reason of

strikes, boycotts, labor disputes, embargoes, shortages of material, acts of God, acts of the public


enemy, acts of superior government authority, weather conditions, riots, rebellion, sabotage, or

any other circumstances for which it is not responsible or which are not within its control.

Section 20.16 Employee Parking. City may provide parking facilities to Concessionaire’s

employees in common with employees of other Concessionaires and users of the Airport and

retains the right to institute a nondiscriminatory charge for the privilege of utilizing such parking

facilities.

Section 20.17 Additional Space. If space is available, and at the sole option of City,

Concessionaire may lease from City additional storage, office, and other space identified by City

as available for such purposes, on terms to be negotiated by City and Concessionaire.

Section 20.18 Relocation. City reserves the right from time to time to change the location of

these premises and to provide for separate parking areas. In the event City chooses to make such

relocation, the reasonable cost of the relocation shall be paid by City. If it becomes necessary for

City to relocate the Ready/Return and Overflow premises to a remote area necessitating the use

of a busing system to transport customers, then all rental car concessions agreements will be

terminated and a new RFP issued If the City does decide to relocate any or all of the premises or

the Ready/Return and Overflow area, City will make every effort to ensure that the relocation

will be to a comparable and mutually agreeable location that will not put Concessionaire or any

other rental car company at a competitive disadvantage, but reserves the final right to unilaterally

change the number, location and operation of the Ready/Return and Overflow premises as

deemed necessary by the City.

Within ninety (90) days of the end of each calendar year, the Airport Director shall review the

Concessionaires' market share rankings for the previous twelve (12) months. If any one

Concessionaire's cumulative market share has grown by at least four percent (4%) since the

inception of this Agreement, the Airport Director may, but is not required to, reallocate the

"Ready/Return and Overflow" areas to reflect the change in market share. Market share shall

mean the percentage carried out to two (2) decimal places that Concessionaire’s gross receipts

bears to the total gross receipts for all car rental Concessionaires for the period at issue.

Section 20.19 Revenue Diversion. Concessionaire shall not cause or allow to be diverted from

the Airport any of its rental car operations in any manner to avoid or reduce its Gross Revenue

upon which its financial obligations owed City are computed. In the event Concessionaire

establishes, owns, operates, or manages during the term hereof any rental car operations within

twenty-five (25) miles of the Airport, it agrees to make all books, records, and other pertinent

documents of such rental car business available for audit by City and/or its designated

representative to ensure compliance with this provision.

Section 20.20 Governing Law. This agreement and the rights and obligations of the parties

hereunder shall be construed in accordance with and governed by the laws of the State of

Oregon, without regard to the principals of conflict of law, and Concessionaire hereby agrees and

submits to the personal jurisdiction of the state and federal courts within Deschutes County

Oregon for the purpose of enforcing or construing the Agreement, subject only to written notice

of any such action delivered to Concessionaire in accordance with Article XIX hereby.


Section 20.21 Understanding. The parties hereto acknowledge that they have thoroughly read

the Agreement, all exhibits or attachments hereto, and have sought and received competent

advice and counsel necessary for them to form a full and complete understanding of all rights

and obligations herein.

Section 20.22 Other Use. Concessionaire shall not use or permit the use of these premises, or

any part thereof, for any purpose or use other than as authorized by this Agreement.

Section 20.23 Liens. Concessionaire shall remove any and all liens of any nature arising out of

or because of any construction performed by Concessionaire or any of its contractors or

subcontractors upon these premises or arising out of or because of the performance of any work

or labor upon or the furnishing of any materials for use at these premises within thirty (30) days

following receipt of written demand by City to do so.

Section 20.24 Entire Agreement. This agreement contains the entire agreement between the

parties relating to the subject matter hereof and supersedes all oral statements and prior writings

with respect thereto and may be altered, amended, or modified only by written document

executed by City and Concessionaire.

Section 20.25 Attorneys’ Fees. If any action shall be brought to recover any sum due under this

Agreement on account of any breach of or to enforce or interpret any of the terms, covenants, or

conditions of this Agreement, or upon Concessionaire’s bankruptcy, voluntary or involuntary,

City shall be entitled to recover from Concessionaire, as part of City’s cost, a reasonable

attorney’s fee at trial, on appeal, and in a Bankruptcy court for a U.S. District Court to enforce

any terms of this contract, to seek relief from an automatic stay, to obtain adequate protection, or

to otherwise assert City’s interest in a bankruptcy proceeding.

Section 20.26 Interpretation. This Agreement shall not be construed or interpreted in favor of

or against either party on the basis of draftsmanship or preparation of the Agreement.

Section 20.27 Approval of Plans and Specifications. No approval by City of any plans and

specifications required herein shall refer to or be implied to include the approval of architectural

or engineering design or compliance with applicable laws or codes. City, by approving such

plans and specifications, assumes no liability or responsibility therefore or for any defect in any

structure or improvement constructed according to such plans and specifications.

Section 20.28 Bankruptcy. If at any time any proceeding in bankruptcy or under the Bankruptcy

Code (Title 11 of the United States Code) as now in effect or as hereafter amended shall be

instituted by Concessionaire, or if a petition for relief is granted against Concessionaire in an

involuntary bankruptcy proceeding, Concessionaire shall pay in adequate protection payments

the rentals and fees due under this Agreement until such time Concessionaire elects to assume or

reject this Agreement. If Concessionaire defaults thereunder and fails to make any such payment

due hereunder, (a) this Agreement shall be deemed to be rejected so that the Agreement will be

terminated and City shall have a claim against Concessionaire for rentals, fees, and other sums

then due City under this Agreement; and (b) City shall be entitled to relief from the automatic

stay to enforce its rights under the terms of the Agreement.


DATED this day of _______________, 2016.

CITY OF REDMOND

Keith Witcosky

City Manager

ATTEST:

Kelly Morse, City Recorder

CONCESSIONAIRE

By

Title

ATTEST:

By

Title

FORM APPROVED:

Steve Bryant, City Attorney Date


EXHIBIT “1” READY RETURN/OVERFLOW PARKING AREA LAYOUT


EXHIBIT “2” OFFICE/COUNTER LAYOUT

REQUEST FOR PROPOSALS (RFP) NON … - RFQ/Rental Car... · Page 1 of 61 – Non-exclusive...

Documents

Transcript of REQUEST FOR PROPOSALS (RFP) NON … - RFQ/Rental Car... · Page 1 of 61 – Non-exclusive...