REQUEST FOR TENDER - Vehicle Rental Concession.pdf2.1.8 “Tender” is the response by a Tenderer...

REQUEST FOR TENDER

VEHICLE RENTAL CONCESSION

Saskatoon John G. Diefenbaker International Airport

September 04, 2019

DATES TO REMEMBER: Last Day for Pre-tender Questions: September 18, 2019 1:00 pm Closing Date and Time: October 09, 2019 2:00 pm

REQUEST FOR TENDER (RFT) FOR

Vehicle Rental Concession

TENDER INQUIRY CONTACTS

Technical Details: CJ Dushinski, Vice President, Business Development and Service Quality

Ph: 306-975-4952

Submission Details: Bev Horne, Contract Administrator Ph: 306-975-4346

Note: All Technical Detail questions are to be recorded in writing and submitted to the Contract Administrator before 1:00 p.m. Wednesday, September 18, 2019. All technical questions will be reviewed, answered and posted to Skyxe Saskatoon Airport website skyxe.ca. for the benefit of all Tenderers.

TENDER SUBMISSION DETAILS

Tenders in a sealed envelope clearly marked “Vehicle Rental Concession” attention Contract Administrator on the outside, will be accepted up to 2:00 P.M. Saskatoon Time (1400 hours) (CST) on Wednesday, October 09, 2019 at the Saskatoon Airport Authority’s offices, Suite 1, 2625 Airport Drive, 2nd Floor, Saskatoon John G. Diefenbaker International Airport, S7L 7L1. Tenders received after the appointed time and date may be returned unopened. Faxed or electronically transmitted Tenders will not be accepted.

TABLE OF CONTENTS

TENDER FORM

SECTION I – SPECIAL CONDITIONS

1.0 Introduction/Background

1.1. General Nature of Services Provided 2.0 Interpretation

2.1. Definitions 2.2. General

3.0 Pre-tender Information

3.1. Intention of Saskatoon Airport Authority 3.2. Rejection of Tenders 3.3. Cost of Preparation 3.4. Confidentiality 3.5. Clarification 3.6. Negotiations 3.7. Credit Checks 3.8. Acceptance of Tender 3.9. Insurance 3.10. Law 3.11. Unit Pricing

4.0 Instructions to Tenderers

4.1. Tender Detail and Documentation 4.2. Disclosure of Interest 4.3. Application of Goods and Services and Provincial Sales Tax 4.4. Binding Nature of Tender 4.5. One Tender Received 4.6. Contact Person 4.7. Variations/Alternatives 4.8. Communications from the Saskatoon Airport Authority 4.9. Extension of Closing Time 4.10. Amendment of Request for Tender Prior to Closing

5.0 Questions Regarding This Request for Tender

SECTION II – PROJECT REQUIREMENTS AND FEE PROPOSAL

1.0 Introduction 1.1. The Saskatoon Airport Authority 1.2. Scope of Work 1.3. Status and/or Eligibility to Tender 1.4. Safety Requirements 1.5. Working Hours and Conditions

1.6. Security

2.0 Tender Submission Requirements and Evaluation Criteria 2.1. Tender Delivery Requirements 2.2. Tenderer Qualifications

2.3. Client References

3.0 Fee Proposal 4.0 Tender Documents

5.0 Tender Document Requirements

6.0 Security Deposit Requirements

7.0 Evaluation and Award

SECTION III – TENDER DOCUMENTS

Tender Form Vehicle Rental Concession

Schedule I – Organizational Data

Schedule II – Operational Proposal

Schedule III- Forecast Statement of Sales and Capital Investment

Appendix A – Vehicle Rental Counter, Office Location, and Common Hallway

Appendix B – Vehicle Parking Spaces

SECTION IV – GENERAL INSTRUCTIONS TO TENDERERS 1.0 Tender Documents

2.0 Overview of Selection Procedure

3.0 Pre-tender Questions and Answers

4.0 Responsive Tenders

5.0 Submission of Tender

6.0 Enquiries

7.0 Revision of Tender

8.0 Acceptance of Tender

9.0 Licensing Requirements

SECTION IV – GENERAL INSTRUCTIONS TO TENDERERS continued

10.0 Insurance Requirements

11.0 Security Requirements

12.0 Goods and Services Tax (GST) and Provincial Sales Tax (PST)

13.0 Identity or Legal Capacity of the Tenderer

14.0 Law and Forum

15.0 Debriefing

SECTION V – CONTRACT TERMS AND CONDITIONS 1.0 Contract Terms and Conditions

2.0 Term

3.0 Compensation

4.0 Payment

5.0 Indemnification

6.0 Events of Default

7.0 Warranties

8.0 Compliance with Applicable Law and Directives

9.0 Insurance

10.0 Safety and Security

11.0 Governing Law

SECTION VI – INSURANCE 1.0 Schedule of Insurance to be Supplied by the Licensee

2.0 Insurance Requirements

SECTION VII SAFETY AND SECURITY REQUIREMENTS 1.0 Airport Restricted Area

2.0 The Saskatoon Airport Authority’s Obligations

3.0 Licensee’s Obligations

4.0 Restricted Area Identity Cards (RAICs) and Keys

5.0 Emergency Contacts

6.0 Evacuation

7.0 Use of Radios

8.0 Site Fencing and Barriers

SECTION VIII – SAMPLE LICENSE AGREEMENT

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TENDER FORM

SASKATOON AIRPORT AUTHORITY TENDER FORM

PROJECT DESCRIPTION:

Vehicle Rental Concession Full Legal Name: Address: Telephone Number: Fax Number: Tenderer’s Contact: (Name) (Telephone #) (E-Mail Address) (Fax #) Worker’s Compensation Board # TENDER OFFER: Having examined all the Tender Documents for the above Tender Call, the above named Tenderer hereby offers to the Saskatoon Airport Authority to execute the work as described in the Request for Tenders in the manner and for the price described in the attached Tender. This offer is irrevocable and shall remain open for acceptance by the Saskatoon Airport Authority until such time as the Tender has been considered by the Saskatoon Airport Authority and/or rejected or an award has been made by the Saskatoon Airport Authority, if any. SIGNED, SEALED AND DELIVERED at in the Province of

____________________, this day of , 20__

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TENDER FORM

IF THE TENDERER IS A CORPORATION, in addition to authorized signing officer signature(s), affix the corporate seal:

Corporate Name

Per:

Authorized Signing Officer

Per:

Authorized Signing Officer (if required)

IF THE TENDERER IS A PARTNERSHIP, a member of the firm who is fully authorized to bind the firm shall sign:

Partnership Name

Authorized Signing Officer

IF THE TENDERER IS A SOLE PROPRIETORSHIP, the owner of the proprietorship or their fully authorized representative shall sign:

Name of Proprietorship

Per:

Owner/Authorized Signatory

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SECTION I SPECIAL CONDITIONS

1.0 INTRODUCTION/BACKGROUND

1.1 General Nature of Services Required

The Saskatoon Airport Authority (SAA) is offering by public tender up to 5 licenses for the right and privilege to operate a vehicle rental concession at the Saskatoon John G. Diefenbaker International Airport (the “Airport”).

2.0 INTERPRETATION

2.1 Definitions

2.1.1 “Agreement” means collectively the written material making up the Saskatoon Airport Authority’s acceptance of the offer of the successful Tenderer, consisting of but not be limited to the Request for Tender, the Requirements and other material attached thereto, the Tenderer’s Tender and the purchase order, letter or other written acceptance.

2.1.2 “Request for Tender” or “RFT” includes the documents listed in the index of the Request for Tender and any addenda issued before the close of Tenders.

2.1.3 “SAA” means the Saskatoon Airport Authority.

2.1.4 The “SAA Representative” means the representative or appointee engaged by the SAA to supervise the work.

2.1.5 “Subcontractor” includes, inter alia, a person, firm or corporation having a contract with the successful Tenderer for the execution of a part or parts of the Tender or furnishing to the successful Tenderer materials, and/or equipment called for in the RFT.

2.1.6 “Requirements” means the Project Requirements which are included in the RFT.

2.1.7 “Tenderer” is a person or group of persons submitting a response to the RFT.

2.1.8 “Tender” is the response by a Tenderer to the RFT.

2.2 General

2.2.1 Headings and titles in the RFT are for convenience only and are not intended to affect the meaning of this RFT.

2.2.2 All references in the RFT to statutes, bylaws and regulations shall be deemed to be the most recent.

2.2.3 The Vehicle Rental Concession License Agreement and the successful Tenderers response to this RFT represents the entire Agreement between the SAA and the successful Tenderer and supersedes all prior negotiations, representations or Agreements either written or oral. The Agreement may be amended only by the signed, written agreement of both parties.

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3.0 PRE-TENDER INFORMATION

3.1 Intention of the Saskatoon Airport Authority

It is the intention of the SAA to: 3.1.1 complete an assessment of financial offers of the qualified Tenderers, on the basis

of annual minimum guarantees tendered for the first five license years as

discounted to present value by the SAA at a rate of 5.0% per annum,

3.1.2 award Licenses to no more than five successful Tenderers offering the highest total

minimum guarantee as discounted as outlined in Section II 7.0 Evaluation and

Award.

3.2 Rejection of Tenders

3.2.1 A tender audit will be conducted to ensure that all tender documents have been submitted. Tenders that are not accompanied by the Tender Form, tender documents 4.1 through 4.6 as detailed in Section II 4.0 Tender Documents will be considered incomplete and may be rejected.

3.2.2 In addition, the SAA reserves the right, in its sole discretion, to accept or reject

any Tender which:

3.2.2.1 is incomplete, obscure, irregular, or unrealistic;

3.2.2.2 has non-authorized erasures or corrections;

3.2.2.3 contains a counter-offer unacceptable to the SAA;

3.2.2.4 is a conditional or qualified offer; or

3.2.2.5 fails or omits to include any required or mandatory information as required by this RFT.

3.2.3 Where, in the sole opinion of the SAA, despite any irregularity, noncompliance

or insufficiency of any Tender, the Tender(s) appears to offer the best overall

value to the SAA, the SAA may deem the Tender(s) to be acceptable, evaluate

the Tender(s), negotiate with the Tenderer(s) and/or award to any Tenderer, as

the SAA deems appropriate.

3.3 Cost of Preparation

Any and all costs incurred by the Tenderer in the preparation of a response to this RFT shall be borne solely by the Tenderer.

3.4 Confidentiality

The SAA, at its sole discretion, agrees to use its best efforts to keep confidential all Tenders received from Tenderers but the SAA shall not be liable for inadvertent release of any information contained in the Tender. The material contained in the successful Tender may be incorporated in a contract.

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3.5 Clarification

The SAA reserves the right to seek clarification of any Tender(s) with any, some, or, all Tenderer(s) to assist in making evaluations.

3.6 Negotiations

The SAA reserves the right to negotiate with any Tenderer(s) to achieve the most advantageous tender for the SAA.

3.7 Credit Checks

It is a condition of Tender acceptance that the successful Tenderer shall be approved by the SAA’s Finance Department and the selected Tenderer shall agree to authorize such credit checks as may be required by the SAA.

3.8 Acceptance of Tender

No act of the SAA other than a written notice of award signed by the President and Chief Executive Officer or other signing Officer of the SAA addressed to the successful Tenderer at the address provided in the Tender shall constitute an acceptance of a Tender.

3.9 Insurance

The Tenderer shall carry at its own expense and cost during the term of the Agreement, insurance as set forth in the Insurance to be supplied by the Licensee. Alternatively, at its sole discretion, the SAA may choose to insure the Tenderer under its policy as described in the Insurance to be Supplied by the SAA, if this is deemed more appropriate or cost effective to the SAA.

3.10 Law

The law governing this Tender and any subsequent Agreement (if any) shall be the law of the Province of Saskatchewan.

3.11 Unit Pricing

The Tenderer acknowledges that where Schedules to this Request for Tender contain quantities of items to be bid at unit prices, the quantities are estimates and approximate only. The unit prices offered will apply regardless of whether the actual quantities are increased or decreased from the estimated amounts shown.

4.0 INSTRUCTIONS TO TENDERERS

4.1 Tender Detail and Documentation

4.1.1 Tenderer shall submit one (1) complete hard copy of its response to this RFT

including the completed Tender Form (attached) along with one electronic copy

(USB key, not email).

4.1.2 Tenderers are asked to provide as much information as possible when replying to each point throughout the Tender and Tenderers must identify any specific requirements with which it is unwilling or unable to comply.

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Tenderers shall be deemed to fully agree to provide all requirements of the RFT unless the Tenderer’s inability to supply a required item(s) is clearly identified in the Tenderer’s Tender.

4.1.3 All Tenders submitted shall contain enough detail and information to allow the SAA to determine the Tenderer’s position from the documents received. Therefore, every effort should be made to include with your Tender, complete details of services your firm could provide.

Tenderers should not assume they will be given any further opportunity after closing to supply additional information or details.

4.1.4 Tenderers are requested to submit a name and telephone number of a fully authorized contact person in the event the SAA may have questions or need clarifications regarding the Tenderer’s response to this RFT.

4.1.5 Tenderers shall include at least three (3) references. With each reference, the Tenderer shall include the reference company name, address and phone number, as well as name and position of a contact person. The SAA reserves the right to contact references without prior notification to the Tenderer.

4.2 Disclosure of Interest

4.2.1 Tenderers must make full disclosure in writing of any relationship between the

Tenderer and any employee, officer or director of the SAA. In addition,

Tenderers must reveal details of ownership or partnership arrangements with

any immediate relative of any person employed by the SAA who alone or with

other relatives holds more than a 25% interest.

4.2.2 If a Tenderer fails to disclose an interest and/or the interest is falsely or insufficiently reported, the SAA may terminate or cancel any Agreement of any kind which may have been entered into with the Tenderer without liability, expense, or cost, and, in addition, bar such Tenderer from future contracts with the SAA for up to two (2) years.

4.3 Application of Goods and Services and Provincial Sales Tax

Provincial Sales Tax where applicable shall be included in all unit prices and schedule amounts. The Goods and Services Tax shall be an extra. Comparison of offers will be made on the basis of the total price, not of the GST applicable. The successful Tenderer, if any, will add GST where applicable to the taxable amounts of invoices when submitted.

4.4 Binding Nature of Tender

By submitting a Tender in response to this RFT, each Tenderer agrees that:

4.4.1 it has received and carefully reviewed the RFT and any addenda;

4.4.2 if the successful Tenderer, it will promptly sign the attached Vehicle Rental Concession License Agreement, as amended to incorporate this RFT, those portions of the Tenderer’s Tender which are accepted by the SAA, and any subsequent amendments agreed to by the parties;

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4.4.3 except as specified in the Tender,

4.4.3.1 (no other person has or will have any interest (direct or indirect) nor any share in any proposed contract which may result from this RFT;

4.4.3.2 no collusion, arrangement or price fixing agreement between the Tenderer and any other person regarding Tenders submitted on this RFT has been or will be made;

4.4.3.3 the Tenderer has no undeclared knowledge regarding any other Tenders which may be or have been submitted in response to this RFT; and

4.4.3.4 no comparison of figures, agreement or arrangement (express or implied) with any other person regarding this RFT has occurred.

4.4.4 its Tender is irrevocable after close of bidding and shall not be withdrawn until an award is made to the successful Tenderer (if any) or until this Tender has been considered and/or rejected by the SAA.

4.5 One Tender Received

In the event only one qualified Tender is received, the SAA reserves the right to open the Tender without being bound to award any contract to that Tenderer.

4.6 Contact Person

The successful Tenderer agrees to appoint a fully authorized contact person as its representative to meet with the SAA as required from time to time by the SAA.

4.7 Variations/Alternatives

All variations and/or alternatives from the requirements set out in this RFT, no matter how slight, must be clearly indicated in the Tender.

4.8 Communications from the SAA

Only information given in writing by the Vice President, Business Development and Service Quality or, the Contract Administrator of the SAA, and which refers specifically to this RFT, may be relied upon by Tenderers in responding to this RFT. The SAA will not be liable for any verbal or written communications of any other persons, whether or not employed by the SAA.

4.9 Extension of Closing Time

The SAA, in its sole discretion, reserves the right to extend the Closing Date and Time of this RFT by up to five (5) business days without notice.

4.10 Amendment of RFT Prior to Closing

4.10.1 The SAA may amend any part of this RFT at any time prior to the Closing Date and Time by written addendum issued by the VP Business Development and Service Quality or the Contract Administrator.

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4.10.2 Tenderers who have already submitted their Tenders may either:

4.10.2.1 Withdraw or amend their Tender in writing prior to Closing Date and Time; or

4.10.2.2 Do nothing, in which case the Tenderer will be deemed to have agreed to be bound by the Addendum.

5.0 QUESTIONS REGARDING THIS RFT

All questions concerning this RFT are to be submitted in writing and sent only to:

Saskatoon Airport Authority Suite 1, 2625 Airport Dr.

Saskatoon, SK. S7L 7L1

Attention: Bev Horne, Contract Administrator

Fax Number: 306-975-4233 E-mail: [email protected]

The Contract Administrator of the SAA shall have sole conduct of this RFT. No communications to or with the SAA will be valid or binding on the SAA unless made or given in writing to the Contract Administrator.

Questions regarding this RFT will be accepted up to 1:00 P.M. Saskatoon Time (1300 hours) (CST) on Wednesday, September 18, 2019.

mailto:[email protected]

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SECTION II PROJECT REQUIREMENTS AND FEE PPROPOSAL

1.0 INTRODUCTION

1.1 The Saskatoon Airport Authority

The Saskatoon Airport Authority (the “SAA”) is responsible for the management, operation and development of the Saskatoon John G. Diefenbaker International Airport (the “Airport”) in accordance with a 60 year ground lease entered into on January 1, 1999 with Transport Canada and subsequently a further 20 year extension to the original ground lease has been granted.

The SAA is committed to providing the highest level of service to its customers. The SAA

is offering by public tender up to 5 licenses for the right and privilege to operate a vehicle rental concession at the Saskatoon John G. Diefenbaker International Airport (the “Airport”). The SAA reserves the right to award as many licenses as it wishes up to a maximum of 5 licenses.

1.2 Scope of Work

1.2.1 Type and Duration of Contract

The licenses will be for a fixed term of 5 years commencing on February 01, 2020

The operation of the vehicle rental concessions will be carried out under a “percentage of gross revenue/minimum guarantee payment” type of license. The successful Tenderer will be required to pay to the SAA during each license year of the license a rent based on the greater of 13.0 percent of the annual gross revenue derived during each such year, or part thereof, of the license or an annual minimum guarantee (MAG), whichever is greater. The SAA will set a MAG threshold for the first license year that each successful Tenderer must attain. Tenderers will be required to bid the annual minimum guarantees for the remaining 4 license years of the license. Each license year’s tendered minimum guarantee, other than the pre-set minimum guarantee for the first license year, must be no less than the tendered minimum guarantee for the immediately preceding license year. Tenders not conforming to this requirement may be rejected. The SAA retains the right in determining whether the tender will or will not be rejected. 1.2.2 Licensing

Successful Tenderers will be required to procure and maintain all licenses, permits, and approvals required by federal, provincial, municipal or other government authorities to enable them to operate a vehicle rental concession at the Airport. A successful Tenderer who has not obtained the necessary licenses, permits, or approvals by the commencement date of the license term will be held liable for payment of all fees as set out in the vehicle rental license. If the required licenses, permits, or approvals are not obtained prior to the first day of the license commencement date, the license may be terminated.

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The SAA will award a license to no more than one (1) successful Tenderer utilizing a particular tradename and/or style or conversely, a combination thereof, at the Airport.

1.2.3 Service To The Public

The level of service to be provided by the vehicle rental licensees to the public shall be, but not limited to, counters being staffed on a full-time basis during the hours of operation of the Airport.

The level of service to be provided must be to the satisfaction of the SAA.

1.2.4 Counter, Office, Common Hall and Parking Space Locations

One combined counter and office space location within the air terminal building will be offered for rent to successful Tenderers utilizing a specific brand or dual/multi brand for the term of their licenses with the location preference determined by the ranking of their successful financial offers, subject to the grandfathering provisions set out in Appendix “A”. Ready vehicle parking spaces adjacent to the terminal building will be offered to successful Tenderers in the method described in Section III Appendix B. Additional parking spaces may be obtained during the term of the license at the prevailing rates, subject to availability.

All successful Tenderers will be required to pay, in addition to the rent for the combined counter and office space and the ready vehicle parking spaces, a flat fee equally divided for the use of the common hallway behind the counter and office locations.

The combined counter and office space, common hallway and parking space allocations are

detailed in Appendices A and B Section III Tender Documents. These fees will remain

constant for the term of the License. Fees for the combined counter and office space,

common hallway and vehicle parking spaces are set out in the tender documents and in the

license and will be paid by licensees in addition to their concession rent.

SAA, at its sole discretion, reserves the right to relocate Counter, Common Hall, and Parking

Space Locations based on operational needs with thirty (30) days’ notice to the Licensee.

SAA anticipates the counter and office spaces will be renovated during the license term

stated in this RFP.

1.2.5 Accessories

The licensee may offer for rent accessories or additional features such as roof racks, specialized equipment or accessories, provided they are attached to the vehicle, are used in the vehicle, and/or are built into the vehicle. The rental of specialized equipment,

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accessories or additional features must accompany the rental of a vehicle. All rent or other charges for their use must be included in the vehicle rental contract. Prior to their introduction, the accessories must be approved by the SAA. Said approval shall not be unreasonably withheld.

1.2.6 Services To Persons With Disabilities

All Licensees must comply with Canadian Transportation Agency Accessible Transportation

for Persons With Disabilities Regulations.

All licensees shall ensure the availability of hand-control systems and the provision of

adequate training necessary to assist persons with disabilities as detailed in 4.02 of the

license.

Hand Controls

In the interest of providing a minimum level of service to customers requiring

vehicles with hand controls, each vehicle rental licensee shall have available not less

than 2 sets of hand controls at the Airport.

Vehicles equipped with hand control systems shall be provided to the customer at no additional cost.

If a reservation is received 72 hours or more before the vehicle is to be delivered to

the customer and the vehicle rental licensee is unable to provide a hand-control-

equipped vehicle, then the vehicle rental licensee shall arrange for convenient,

alternative transportation until such time as a vehicle with hand controls is made

available. The vehicle rental licensee shall pay the cost of the alternative

transportation to the extent that such cost exceeds the cost of renting the vehicle

with hand controls.

Training

Vehicle rental licensees shall ensure that all personnel and agents who may be

required to interact with the travelling public receive a level of training to

ensure that they possess knowledge, skills and attitudes necessary to assist

persons with disabilities in an effective and sensitive manner. Personnel

responsible for installation of equipment necessary to accommodate persons

with special needs shall also be provided with training on installation,

maintenance and operations of such equipment.

All training of personnel employed by the vehicle rental licensee shall comply with the Personnel Training Regulations for the Assistance of Persons with Disabilities.

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1.2.7 Concession Sales

The historical gross sales as reported by the vehicle rental licensees at the Airport are provided below. The SAA will not be responsible in the event these sales levels are not attained. Tenderers must evaluate the business opportunity based on their own expectations.

GROSS SALES INFORMATION

SASKATOON JOHN G. DIEFENBAKER INTERNATIONAL AIRPORT

5 Companies Operating from February 01, 2015

2015/2016 - $12,832,648

2016/2017 - $12,640,170

2017/2018.- $13,392,045

2018/2019 - $14,504,405

2019/2020 Ending July 31/19 - $6,782,076

The above figures are based on the unaudited concession revenue reports submitted

to the SAA by the vehicle rental operators at the Saskatoon John G. Diefenbaker

International Airport.

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1.2.8 Passenger Statistics

The historical enplaned and deplaned unofficial passenger statistics for the Airport are provided below. “Deplaned Passengers” refers to the total number of passengers getting off aircraft at the Airport.

HISTORICAL DEPLANED PASSENGER STATISTICS

SASKATOON JOHN G. DIEFENBAKER INTERNATIONAL AIRPORT

MONTH/YEAR 2015 2016 2017 2018 2019

January 65456 62430 62877 62848 63525

February 65321 67339 62710 64927 65039

March 63269 61395 64745 67250 69687

April 60181 57724 60502 63541 62510

May 57540 59849 56549 59835 60106

June 57840 58269 59428 62874 59874

July 62595 64003 63384 67629 68748

August 65272 65066 66132 70799 -

September 55240 56909 55513 59116 -

October 56471 58799 58585 61394 -

November 54202 56365 58196 58317 -

December 59117 59572 63190 63055 -

YTD TOTAL 722504 727720 731811 761585 449489

The historical passenger statistics are provided for information only. The SAA will not be responsible in the event these figures are not attained in the future. Tenderers must evaluate the business opportunity based on their own expectations.

1.3 Status and/or Eligibility To Tender

All tenderers are hereby notified that dual or multi-brand tenders to operate under a single license at the airport will be permitted. The intent to dual or multi-brand will only be accepted at the time of tender and if successful, the dual or multi-branded names mentioned therein cannot be added to for the duration of the license. The SAA will not permit the introduction of dual or multi-brands after award or under an assignment at a later date. All advertising and promotion of the car rental operations at the airport are restricted to the brands(s) identified in the tender.

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1.3.1 Affiliated Persons A person may submit a maximum of 3 tenders, however, a brand name can appear in only

one tender. If a person submits the same brand name in more than one tender, the person may be disqualified. Affiliated persons, as defined hereunder, may submit a maximum of 2 tenders, however, a brand name can appear in only one tender; in the event that 2 or more affiliated persons submit tenders, and the same brand name appears in more than one of the tender submissions, one or more of those affiliated persons may be disqualified.

In respect of this provision, "affiliated" means: a) as between individuals, blood relationship or marriage.

b) as between an individual and a commercial entity, or as between 2 commercial

entities, the existence of any interest directly or indirectly held by one in the

other which results in control in fact.

c) as between an individual and a commercial entity, the blood relationship or

marriage between the individual and another individual who holds any interest in

the commercial entity which results in control in fact.

d) as between 2 commercial entities, interests held in the respective commercial

entities by affiliated individuals which results in control in fact.

For the purposes of the definition of the term “affiliated”,

a) a “blood relationship" exists where one individual is the child or descendant of the

other, or one is the brother or sister of the other, or any other relative.

b) a "commercial entity" means a corporation, a partnership, a trust, an estate, a

limited partnership, a joint venture or a sole proprietorship.

c) "interest" means shares, security, loan, or guarantee.

d) Includes commercial entities which are independent entities, even though they

have the same parent company.

1.3.2 "Non-Canadian" Persons

Pursuant to the Investment Canada Act, persons which thereunder are defined as "non-Canadian" are hereby advised to notify officials of Industry Canada of their intentions relative to this tender in order to ascertain the applicability of conditions and requirements of this Act. Those concerned may obtain further information by contacting Industry Canada directly. The website is www.ic.gc.ca. All necessary contact information is identified according to the Region within which the person or corporation resides.

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1.3.3 Persons in Arrears in Respect of Arrangements with the SAA

a) Any person or corporation who is in arrears or any corporation whose directors or

shareholders are, or were, directors, or owners of shares beneficially or as

nominees for others, of any corporation in arrears in respect of any contractual

agreement with the SAA, will be ineligible for the awarding of a license, unless

financial arrangements satisfactory to the SAA are made in respect of any such

arrears prior to the tender closing date.

b) Any person or corporation conducting, or intending to conduct business under a

trade name or trade mark identical or similar to that used by any person in arrears

in respect of any contractual agreement with the SAA will be ineligible for the

awarding of a license at the Airport for a period of 10 years, unless financial

arrangements satisfactory to the SAA are made in respect of any such arrears

prior to the tender closing date.

1.4 Safety Requirements

1.4.1 The importance of following safe work practices demand that the Licensee have an active and effective safety program. The Licensee will demonstrate that it has a history of safe work practices, and that regular safety education is given to its employees, and that CSA safety requirements are complied with and properly documented.

1.4.2 The Licensee will have a written safety program or employee handbook which contains the safety policies governing: general safety rules, hazardous communications, personal protective equipment, fall protection, lockout/tagout and a range of potentially hazardous job site conditions. The Licensee will have all employees trained on this policy or handbook

1.4.3 The Licensee will have an ongoing safety training program to continuously educate employees on safety issues and to fulfill the safety requirements listed above.

1.5 Working Hours and Conditions

1.5.1 The services covered by this RFT are in use from 03:00 to 22:00 daily and subject to change with airline schedule changes.

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1.6 Security

1.6.1 The Licensee must comply with all security regulations and procedures of the SAA. the Licensee’s employees are required to comply with all requirements of the SAA’s security protocols. This includes obtaining Restricted Area Identity Cards (RAIC), for all employees assigned to work under the contract resulting from this RFT. The cost of any security escorts for employee(s) not holding a pass shall be borne by the Licensee.

1.6.2 The Licensee will ensure that all tools are protected so that the tools or any other

items that may pose a security threat are not within the reach of anyone other

than the Licensee’s employees, while working in the restricted areas of the

terminal.

2.0 TENDER SUBMISSION REQUIREMENTS AND EVALUATION CRITERIA 2.1 Tender Delivery Requirements

2.1.1 Tender submissions are to be directed to:

Bev Horne, Contracts Administrator

Saskatoon Airport Authority

Suite 1, 2625 Airport Drive

Saskatoon, SK S7L 7L1

2.1.2 One (1) complete hard copy and one thumb drive of Tenderers’ submission must

be received at this location by the SAA no later than 2:00 P.M. Saskatoon time

on October 09, 2019 or such later date specified by the SAA in an addenda to this

request (the “Tender Due Date”).

2.1.3 Faxed or emailed Tender submissions will not be accepted.

2.2 Tenderer Qualifications

2.2.1 Tenderers must show in their Tenders that they have the capacity and ability

to deliver the services contemplated in this RFT.

2.2.2 Tenderers should provide information on all relevant experience, expertise, and

number of years of experience.

2.3 Client References

Provide 3 references, including name, address, phone, email and fax numbers of each

client contact at the working level. References may be checked.

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3.0 FEE PROPOSAL

3.1 Tenderers must clearly indicate the annual minimum guarantees tendered for the first

five license years as discounted to present value by the SAA at a rate of 5.0% per annum.

Licenses will be awarded to no more than five successful Tenderers offering the highest

total minimum guarantee as discounted.

3.2 All amounts quoted must be in Canadian currency exclusive of the GST and PST as

applicable.

3.3 AND, payment of all such fees shall be made by the Licensee without prior demand by the

SAA, and delivered to:


Suite 1 – 2625 Airport Drive

Saskatoon, SK S7L 7L1

3.4 Payment of the percentage fee by the Licensee to the SAA shall be in monthly

instalments, each such quarterly instalment to become due and payable within fifteen (15)

days after the last day of each quarter during the currency of this Agreement.

3.5 The Licensee shall also submit with their payment of the percentage fee an itemized

statement of gross revenue as identified below in 3.8, 3.9, and 3.10, Financial Statements,

as stated hereunder.

3.6 The Licensee shall pay all fees herein reserved at the time and in the manner in this

Agreement set forth, without any abatement or deduction whatever.

3.7 Without waiving any other right of action of the SAA in the event of default of payment

of fees hereunder, in the event that the Licensee is delinquent after any of the days above

appointed in paying the percentage fees, the Licensee shall pay interest thereon at the

rate of 12 percent per annum (1 percent per month compounded), retroactive from the

date any such amount is due and payable until paid.

3.8 Subject to 3.6 hereof, gross revenue shall mean the total of all revenues generated

through sales, before deductions of any fees or taxes derived by the Licensee from the

operations hereunder.

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3.9 Gross revenue shall not include any sales taxes that are required to be collected and

accounted for to any competent government authority with respect to the Licensee’s

operations hereunder.

3.10 The Licensee shall remit to the SAA in accordance with the provisions hereof the

percentage of all gross revenue derived by the Licensee from its Operations hereunder,

whether such revenue is actually paid or due and payable only, and notwithstanding any

loss sustained by the Licensee with respect to such gross revenue as a result of theft,

defalcation or from any other cause whatsoever.

3.11 During the currency of this License, the Licensee shall keep, or cause to be kept, records

of gross revenue and expenses in respect of all activities on the Airport in accordance with

generally accepted accounting principles.

3.12 On or before the fifteenth (15th) day after the last day of each month during the currency

of this License, the Licensee shall supply to the President & CEO an itemized statement

of gross revenue for the preceding quarter, signed by a responsible, authorized signing

officer of the Licensee, upon which the percentage payments under this License shall be

calculated.

3.13 The Licensee shall also provide, in addition to the statements referred to in sub-clauses

(1) and (2) hereof, such financial statements as may be requested by the President & CEO

from time to time provided such financial statements are directly related to the

Operations of the Licensee pursuant to this License.

3.14 The books of the Licensee, with respect to this License, shall be open for audit and

inspection and for taking extracts therefrom at all times, during business hours, by the

accredited officers of the SAA, upon reasonable advance notice to the Licensee and upon

compliance by accredited officers of the SAA with Licensee’s security policies and

regulations. The Licensee shall prepare and keep adequate books and records, which shall

show transactions by the Licensee. The cost of any audit performed pursuant to this

clause shall be borne by the SAA, provided, however, should the result of such audits

reveal a discrepancy of more than 5 percent between the annual gross revenue reported

in accordance with Clause 3.5 herein and the gross revenue as determined by such audits,

then the full cost of such audits shall be borne by the Licensee.

3.15 The Licensee shall be deemed to comply with the requirement of this Section to keep and

prepare adequate books and records which show transactions by the Licensee where

Licensee relies upon records and information provided to Licensee by Licensee’s invitees

or agents who are supplying portions of the Operations.

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3.16 In the concluding year of this License the SAA may publish the annual total of the gross

revenue reported by the Licensee for the purpose of public tender information, or, request

for tenders.

4.0 TENDER DOCUMENTS

The tender will consist of one stage.

Each Tenderer is required to submit the Tender Form together with: 4.1 Schedule I - Organizational Data; 4.2 Schedule II - Operational Proposal;

Incumbent companies who submit a tender with the intention to continue operations as currently conducted at the Airport may state so under separate covering letter and Schedule II will not be required.

4.3 Schedule III - Forecast Statement of Sales and Capital Investment; 4.4 Letter from Insurance Company; 4.5 Appendix A - Vehicle Rental Counter, Office Location and Common Hallway; 4.6 Appendix B - Vehicle Parking Spaces;

Tenders that are not accompanied by the Tender Form and Items 4.1 through 4.6 above may be rejected. All of the above items are fully described under the heading "Tender Document Requirements" that follow hereunder.

5.0 TENDER DOCUMENT REQUIREMENTS

Each Tenderer must submit a Tender Form. The Tender Form is a tender on specified terms and conditions for the right to operate the vehicle rental concession in accordance with the terms of the attached license. The license will govern the operation of the vehicle rental concession and should be read carefully by the Tenderer. The Tender Form shall be completed, signed, dated and witnessed. Each page of the Tender Form shall be initialled.

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The Tender Form, found in Section III - Tender Documents, must be submitted by the Tenderer and must have all of the following documents attached: 5.1 Schedule I - Organizational Data

Tenderers are to complete this schedule, found in Section III - Tender Documents, following the instructions displayed on the schedule itself. The schedule shall be initialled and signed by the Tenderer.

5.2 Schedule II - Operational Proposal The Operational Proposal consists of the Tenderers concepts and plans for the operation

and marketing of the vehicle rental concession at the Airport, which will permit the SAA to make a realistic assessment of the Tenderers capabilities. The Operational Proposal submitted by the successful Tenderer will become binding under the terms and conditions outlined in 4.08 of the license. The information contained in the Operational Proposal may take any form including, but not limited to, written descriptions, scale drawings, photographs, artists' renderings, material samples, etc. Each page of the Operational Proposal shall be initialled. The Operational Proposal shall be dated and in a format that may be attached to the license. A cover page for Schedule II is found in Section III - Tender Documents. Incumbent companies who submit a tender with the intention to continue operations as currently conducted at the Airport may state so in a covering letter and the above Schedule II, Operational Proposal, will not be required.

The Operational Proposal shall address the following:

5.2.1 Concession Operation, including:

a) Compatibility with the Airport physical plan and operational programs, and

compliance with codes and regulations:

- The proposed operation shall be compatible with and complement the

overall design of the Air Terminal Building, while in no way restricting

passenger-processing operations through unusual demands on the

structure, services or physical plant of the buildings.

- The proposed operation shall comply with fire and safety codes, and all

applicable regulations.

b) Security

- The proposed operation shall provide for the security of all occupied

premises and contents on a 24 hour, 365 days (or 366 days as the case may

be) basis.

c) Revenue Control

- The proposed operation shall provide a system for revenue control, internal

audit, reporting and handling of individual transactions.

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d) Vehicles

- Each Tenderer shall demonstrate the ability to acquire a fleet capable of

satisfying the Tenderers anticipated share of the Airport vehicle rental

market, and which consists of vehicles which are not at any point in time

more than 3 model years old, as specified in 4.01(1) of the license.

- Each Tenderer shall also demonstrate how the vehicles will be maintained

at all times in proper working condition and repair.

e) Reservation System - (National/Regional)

f) Insurance Coverage

- The ability of the Tenderer to provide adequate insurance coverage in

accordance with 8.01 of the license will be evaluated.

g) Capital Investment, including investment in Airport facilities.

5.2.2 Marketing

The ability of the Tenderer to effectively market the vehicle rental concession will

be evaluated, taking into account, the introduction of new products, services and

accessories and the advertising and promotional program including any plans for

in-terminal advertising.

5.2.3 Customer Service

Customer service plans shall include references to:

a) staffing of counters - hours of operation;

b) the availability of infant- and child-restraint systems for the vehicles to be used

for the provision of the service at the Airport. All such restraint systems shall

be provided in accordance with 4.01(3) of the license. Child- and infant-

restraint systems must be clean and in proper working condition and all such

systems must meet the Canadian Motor Vehicle Safety Standards;

c) the availability of not less than 2 sets of hand-control systems at the Airport and

how alternative transportation will be provided to the customer in accordance

with 4.02 of the license;

d) the intention to provide a training program in compliance with the Personnel

Training Regulations for the Assistance of Persons with Disabilities;

e) comply with Canadian Transportation Agency Accessible Transportation for

Persons With Disabilities Regulations;

f) adhering with Official Languages Legislation and Active Offer Regulations that

apply to Canadian airports;

g) complete online Skyxe Saskatoon Airport brand training known as Action X.

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The Tenderer shall respond to each of the above criteria. Submissions shall indicate a clear and detailed understanding of the demands to be placed on the eventual operator by the criteria, and shall include details of the ways in which the Tenderers proposed operation will satisfy these demands.

5.3 Schedule III - Forecast Statement of Sales and Capital Investment The Tenderer shall complete, initial and submit Schedule III - Forecast Statement of Sales

and Capital Investment found in Section III - Tender Documents. 5.4 Letter From Insurance Company The Tenderer must submit a letter from an insurance broker establishing the ability of the

Tenderer to obtain the insurance coverage required under 8.01 of the license. If the letter does not indicate the Tenderers ability to obtain the required insurance coverage, the tender may be rejected.

5.5 Appendix A - Vehicle Rental Counter, Office Location and Common Hallway This Appendix, found in Section III – Tender Documents, shall be completed and initialled

by the Tenderer. The Tenderer shall indicate its preference of counter/office location in the following manner:

number 1 indicates first choice; number 2 indicates second choice; number 3 indicates third choice; etc. 5.6 Appendix B – Vehicle Parking Spaces

This Appendix, found in Section III – Tender Documents, shall be completed and initialled by the Tenderer. The Tenderer shall indicate its desired total number and location of vehicle parking spaces.

6.0 SECURITY DEPOSIT REQUIREMENTS

6.1 A Security Deposit in the amount of ¼ of the highest tendered annual minimum guarantee

will be required by each successful Tenderer and shall be received in the offices of the SAA

prior to February 1, 2020 in accordance with the requirements of the license. Security

Deposits will be composed as follows:

a) a Certified Cheque or bank draft payable to the Saskatoon Airport Authority and

drawn on a member of the Canadian Payments Association or a local co-operative

credit society that is a member of a central co-operative credit society having

membership in the Canadian Payments Association (the "certified cheque" or "bank

draft").

and/or

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b) an Irrevocable Letter of Credit, being an undertaking by a financial institution that is a

member of the Canadian Payments Association, or a local co-operative credit society

that is a member of a central co-operative credit society having membership in the

Canadian Payments Association to pay on demand the amount of the Security Deposit

to the Saskatoon Airport Authority on presentation of a written demand for payment

(the "Letter of Credit"). The Security Deposit in the form of an Irrevocable Letter of

Credit shall adhere to the format and the wording set out in the Security Deposit

Irrevocable Letter of Credit form attached hereto.

and/or

c) a Performance Bond being an undertaking by a Surety company guaranteeing payment

of sum(s) as stipulated in the Bond for non-compliance of the contract. The Security

Deposit in the form of a Performance Bond shall adhere to the format and the wording

set out in the Performance Bond form attached hereto.

Tenderers shall not submit funds as security deposits which are, or may be, subject to any existing encumbrances, charges or general security agreements.

In the case of Tenderers on whose account the SAA presently holds security deposits in the

form of a certified cheque or bank draft in respect of existing vehicle rental licenses, it is understood that the amounts of such deposits may be credited toward the total security deposit required by this Part and by the license for the vehicle rental concession. It is further understood that the successful Tenderers failure to maintain such deposit at any time during the term of the license shall constitute a breach of an essential condition of the license, and shall subject the license to cancellation in accordance with 9.01 thereof where such failure remains outstanding for a period of 30-days.

In the case of Tenderers on whose account the SAA presently holds security deposits in the

form of irrevocable letters of credit, Tenderers must submit a new Irrevocable Letter of Credit in the form or style attached hereto, and in the amount of ¼ of the highest annual minimum guarantee tendered. This Irrevocable Letter of Credit shall be effective on the License Commencement Date.

6.2 Written Statement of Membership of the Financial Institution Certified cheques, bank drafts and Irrevocable Letters of Credit drawn on chartered banks,

including Canadian branches of foreign banks, will be accepted by the SAA without confirmation. However, in respect of certified cheques, bank drafts or Irrevocable Letters of Credit drawn on trust companies or credit unions, a written statement is required from the institution on which the certified cheque, bank draft or Irrevocable Letter of Credit is drawn confirming that the institution:

a) if a trust company, is a member of the Canadian Payments Association; or

b) if a credit union, is a member of a central co-operative credit society having

membership in the Canadian Payments Association, or is itself a member either

individually or through a provincial central co-operative credit society.

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EXAMPLE

SECURITY DEPOSIT IRREVOCABLE LETTER OF CREDIT FORM

TO: Saskatoon Airport Authority Suite 1, 2625 Airport Dr. Saskatoon, SK S7L 7L1 (the “Beneficiary") RE: (…License No. and/or Title…) 1. We, the undersigned, (name and address of financial institution) (the “Financial Institution") hereby establish an Irrevocable Letter of Credit ("Letter of Credit") in

favour of the Beneficiary in the amount of Dollars ($ ) which may be drawn upon by the Beneficiary by presentation to the Financial

Institution of a written demand for payment (examples of which are attached hereto) signed by the Beneficiary's authorized official and indicating that:

a) (name and address of tenderer)

(the “Applicant") has withdrawn its tender for a vehicle rental concession at Saskatoon John G. Diefenbaker International Airport in contravention of the terms and conditions of the tender package

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OR

b) the Beneficiary is, subsequent to the execution of a license with the Applicant for the vehicle

rental concession at the Saskatoon John G. Diefenbaker International Airport and pursuant to the terms of such license, entitled to receive payment under this Irrevocable Letter of Credit.

2. Upon presentation of the written demand for payment, the Financial Institution shall forthwith pay

the face amount of this Irrevocable Letter of Credit to the Saskatoon Airport Authority without:

a) inquiring about the validity or sufficiency of the demand or the right of the SAA to make the demand,

b) recognizing a claim by any person, or

c) making any reference to the state of accounts as between the Financial Institution and the Applicant.

3. This Irrevocable Letter of Credit expires on the day of , subject to the following. This

Irrevocable Letter of Credit shall be deemed to be automatically extended without any formal amendment for one year from the above stated expiration date or any future expiration date unless, not less than sixty (60) days prior to any such expiration date, the Financial Institution notifies the Beneficiary in writing that the Financial Institution elects not to extend this Irrevocable Letter of Credit for any further period, in which event the Financial Institution shall pay the Beneficiary, with such written notice of election, a Bill of Exchange in the amount of this Irrevocable Letter of Credit, less the amount of any previous drawings by the Beneficiary on such Irrevocable Letter of Credit. Subject to the rights of the Beneficiary under the license in respect of claims against the Security Deposit, the Irrevocable Letter of Credit, or alternative payment obligation of the Financial Institution herein contemplated, will not extend beyond the expiration date of the term of the license.

4. Partial drawings are permitted under this Irrevocable Letter of Credit where a written demand for

payment is presented by the Beneficiary, signed by its authorized official, indicating entitlement to receive partial payment under this Irrevocable Letter of Credit by virtue of the terms and conditions of the license. The provision of s.3 hereinabove shall apply mutatis mutandis to any demand for any partial drawings. The amount so drawn under this clause shall be subtracted from the face amount of this Irrevocable Letter of Credit and shall be endorsed on the reverse side of this Irrevocable Letter of Credit.

5. This Irrevocable Letter of Credit bears the following reference number of the Financial Institution: 6. This Irrevocable Letter of Credit is subject to the Uniform Customs and Practice for Documentary

Credits (1983 Revision International Chamber of Commerce, Paris, France, as revised from time to time) and engages us in accordance with the terms thereof.

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For (name of Financial Institution) Signed (authorized signature) Countersigned (authorized signature)

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EXAMPLE

PERFORMANCE BOND

No. ………………………………………… $ …………………………………………………….. KNOW ALL PERSONS BY THESE PRESENTS, That ……………………………………………………………………………... As Principal, hereinafter called the Principal, and …………………………………………………………………………………… As Surety, hereinafter called the Surety, are, subject to the conditions hereinafter contained, held and firmly bound unto the Saskatoon Airport Authority As Obligee, hereinafter called the SAA, in the amount of ………………………………………………………………………….. Dollars ($ …………………..), lawful money of Canada, for the payment of which sum, well and truly to be made, the Principal and the Surety bind themselves, their heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. SIGNED AND SEALED this ………………………………day of …………………………….20______ ……………… WHEREAS, the Principal has entered into a Contract with the SAA, dated the …………… day of ……………, 20_____... For ………………………………………………………………………………………….

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Which contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITIONS OF THIS OBLIGATION are such that, if the Principal shall well and faithfully observe and perform all the obligations on the part of the Principal to be observed and performed in connection with the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: (1) Whenever the Principal shall be, and declared by the SAA to be, in default under the Contract,

the Surety shall:

(a) if the work is not taken out of the Principal’s hands, remedy the default of the Principal

(b) if the work is taken out of the Principal’s hands and the SAA directs the Surety to undertake the completion of the work, complete the work in accordance with the Contract provided that if a contract is entered into for the completion of the work,

(i) it shall between the Surety and the completing vendor, and (ii) the selection of such completing vendor shall be subject to the approval of the

SAA.

(c) If the work is taken out of the Principal’s hands and the SAA, after reasonable notice to the Surety, does not direct the Surety to undertake the completion of the work, assume the financial responsibility for the cost of completion in excess of the moneys available to the SAA under the Contract,

(d) be liable for and pay all the excess costs of completion of the Contract, and

(e) not be entitled to any Contract moneys earned by the Principal, up to the date of his

default on the Contract and any holdbacks relating to such earned Contract moneys held by the SAA, and the liability of the Surety under this Bond shall remain unchanged provided, however, and without restricting the generality of the foregoing, upon the completion of the Contract to the satisfaction of the SAA, and Contract moneys earned by the Principal or holdbacks related thereto held by the SAA may be paid to the Surety by the SAA.

(2) The Surety shall not be liable for a greater sum than the amount specified in this Bond. (3) No suite or action shall be instituted by the SAA herein against the Surety pursuant to these

presents after the expiration of two (2) years from the date on which final payment under the contract is payable.

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IN TESTIMONY WHEREOF, the Principal has hereto set its hand and affixed its seal, and the Surety has caused these presents to be sealed with its corporate seal duly attested by the signature of its authorized signing authority, the day and year first above written. SIGNED, SEALED AND DELIVERED In the presence of: ……………………………………………… Principal ………………………………………………….. Witness ……………………………………………… Surety Note: Affix Corporate seal if applicable

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EXAMPLE FORM OF WRITTEN DEMAND FOR PAYMENT - WITHDRAWAL OF TENDER

Written Demand for Payment to be used to claim Security Deposit TO: (name and address of the Financial Institution) FROM: (name and address of Contracting Authority) This is to inform you that the tender of (insert name and address of tenderer) in connection with the vehicle rental concession at the Saskatoon John G. Diefenbaker International

Airport has been withdrawn in contravention of the terms and conditions of the tender submitted by such tenderer.

In the circumstances, you are hereby called upon to effect payment in the sum of $ to the order

of the Saskatoon Airport Authority in accordance with Irrevocable Letter of Credit reference number issued by you as security for the contemplated license.

Name of Contracting Authority Authorized Official

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EXAMPLE FORM OF WRITTEN DEMAND FOR PAYMENT - SECURITY DEPOSIT

Written Demand for Payment to be used to claim Security Deposit TO: (name and address of Financial Institution) FROM: (name and address of Contracting Authority) This is to inform you that under the terms of the license held by (insert name and address of licensee) in connection with the vehicle rental concession at the Saskatoon John G. Diefenbaker International

Airport the security deposit may be claimed. In the circumstances, you are hereby called upon to effect payment in the sum of $ to the order

of the Saskatoon Airport Authority in accordance with Irrevocable Letter of Credit reference number issued by you as security for the aforementioned license.

Name of Contracting Authority Authorized Official

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7.0 EVALUATION AND AWARD

A tender audit will be conducted to ensure that all tender documents have been submitted. Tenders that are not accompanied by the Tender Form, tender documents 4.1 through 4.6 as detailed in Section II 4.0 Tender Documents will be considered incomplete and may be rejected.

The Tender Evaluation, conducted by a Tender Evaluation Committee, will consist of:

(a) a review of the Tender Form and attachments;

If the Tender Evaluation Committee considers some aspects of the tender to be

objectionable or requiring further clarification, the Tenderer will be advised to provide

necessary clarification within the time frames specified. As part of the review the SAA

reserves the right to request financial references from any Tenderer as deemed necessary.

However, there will not be any opportunity to revise the financial offer. Accordingly,

Tenderers are advised to ensure that their Tender Form and all attachments are completed

as set out in 4.0 - Tender Documents and 5.0 Tender Document Requirements. Those

Tenderers whose Tender Form and all attachments are not completed as set out in these

sections, may be disqualified.

The decision of the Tender Evaluation Committee will be final in determining whether or

not a submission meets all the requirements as set out in 4.0 Tender Documents and 5.0

Tender Document Requirements.

(b) an assessment of financial offers of the qualified Tenderers, on the basis of annual minimum

guarantees tendered for the first five license years as discounted to present value by the

SAA at a rate of 5.0% per annum.

Licenses will be awarded to no more than five successful Tenderers offering the highest

total minimum guarantee as discounted. A maximum of 3 licenses will be issued to any one

person or group of affiliated persons. SAA reserves the right to reject tenders on the basis

that the total discounted minimum guarantee over the five-year term is more than 50% of

the highest discounted minimum guarantee over the five-year term of the other bidders. In

the event the 50% average cannot be attained, the Tender Evaluation Committee retains

the right in determining the number of licenses to award and the method to be used (if any)

in awarding the Licenses.

The SAA will award a license to no more than one (1) successful Tenderer utilizing a

particular trade name and/or style at the Airport.

Any party submitting alternate bids shall be disqualified and bids so submitted will be

rejected. “Conditional tenders” shall not be considered and will be rejected immediately.

The SAA reserves the right to decline / to accept any offer submitted.

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SECTION III TENDER DOCUMENTS

TENDER FORM

VEHICLE RENTAL CONCESSION

To Saskatoon Airport Authority (SAA): ________ (full name of person, corporation or firm by whom offer made) (the “Tenderer") hereby offers to enter into a License Agreement (the “License”) to provide a vehicle rental concession at the Saskatoon John G. Diefenbaker International Airport during each year of the 5 year term under the trade name(s) ____________________________________________ and in connection therewith to occupy; a combined counter/office space, common use hallway and, ready parking spaces at the following annual sums for each consecutive 12 month period (the “License Year”) of the said term, the first License Year commencing February 01, 2020 and ending on the day before the anniversary of such date of commencement, and each succeeding contract year commencing on an anniversary of the date of commencement of the said term, namely; A) the greater of 13.0% (plus GST) of the annual gross revenue as defined in Appendix “A” of the

License;

OR

An Annual Minimum Guarantee (plus GST) computed as follows:

(i) for the first License Year commencing February 01, 2020, an annual sum of

$_________________ payable in advance in monthly instalments of $_________________

(GST Extra);

(ii) for the second License Year commencing February 01, 2021, an annual sum of

$____________________ payable in advance in monthly instalments of

$_________________ (GST Extra);

(iii) for the third License Year commencing February 01, 2022, an annual sum of


$_________________ (GST Extra);

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(iv) for the fourth License Year commencing February 01, 2023, an annual sum of


$_________________ (GST Extra);

(v) for the fifth License Year Commencing February 01, 2024, an annual sum of


$_________________ (GST Extra);

(vi) for the sixth (optional) License Year commencing February 1, 2025, an annual sum of

$_______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

(vii) for the seventh (optional) License Year commencing February 1, 2026, an annual sum of


$_______________________ (GST Extra);

(viii) for the eighth (optional) License Year commencing February 1, 2027, an annual sum of

$______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

and in addition; B) for the use and occupancy of the combined counter and office space in the Air Terminal Building at

the Saskatoon John G. Diefenbaker International Airport, an annual sum for one of the following as identified hereunder (plus GST):

Location 1 13.20 m2 Counter x $390.00/m2 = $5,148.00 per annum. 11.50 m2 Office x $285.00/m2 = $3,277.50 per annum. TOTAL $8,425.50 per annum

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Location 2 13.40 m2 Counter x $390.00/m2 = $5,226.00 per annum. 10.50 m2 Office x $285.00/m2 = $2,992.50 per annum. TOTAL $8,218.50 per annum Location 3 13.40 m2 Counter x $390.00/m2 = $5,226.00 per annum. 10.60 m2 Office x $285.00/m2 = $3,021.00 per annum. TOTAL $8,247.00 per annum Location 4 13.40 m2 Counter x $390.00/m2 = $5,226.00 per annum. 11.80 m2 Office x $285.00/m2 = $3,363.00 per annum. TOTAL $8,589.00 per annum Location 5 13.20 m2 Counter x $390.00/m2 = $5,148.00 per annum. 11.70 m2 Office x $285.00/m2 = $3,334.50 per annum. TOTAL $8,482.50 per annum

and in addition; C) for the use of 8.74 m2 of common hallway, an annual sum of $2,490.90 (plus GST); and in addition; D) for the use and occupancy of paved ready parking spaces at the Saskatoon John G. Diefenbaker

International Airport, $60.00 per month for each allocated parking space (plus GST). Payment of the fees referred to in A), B), C) and D) shall be in monthly instalments, each such monthly instalment to become due and payable by the 1st day of each and every month commencing February 1, 2020. Payment of the percentage fee shall be in monthly instalments each such instalment to become due and payable within 20 days after the last day of each month during the currency of the license and to be equal to the amounts, if any, by which the percentage of the gross revenue for the period of the license year elapsed at that time exceeds the total fee paid to that date.

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SAA, at its sole discretion, reserves the right to relocate Counter, Common Hall, and Parking Space Locations based on operational needs with thirty (30) days’ notice to the Licensee. SAA anticipates the counter and office spaces will be renovated during the license term stated in the RFP. IN SUBMITTING THIS TENDER, THE TENDERER AGREES TO EACH AND ALL OF THE FOLLOWING TERMS AND CONDITIONS INCLUDING ITS COMMITMENT TO EXECUTE THE ATTACHED LICENSE AS WRITTEN UPON NOTIFCATION OF AWARD: 1.0 TENDER CLOSING DATE AND EXTENSION THEREOF This tender shall remain open for review by the SAA for a period of 60 days from the 09th day of

October, 2019 (the "Tender Closing Date"). In the event the SAA deems it necessary to extend the Tender Closing Date, it shall notify the Tenderer by written notice. The original 60-day period during which the tender was to remain open for acceptance shall be extended for a period equivalent to the period of extension of the Tender Closing Date referred to in the SAA's notice.

2.0 ACCEPTANCE OF TENDER The delivery of an award letter by the SAA to the Tenderer shall constitute formal acceptance of the

tender. Upon such acceptance, the Security Deposit of the successful Tenderer will be submitted to the SAA along with the executed license agreement for the term of the license. In respect of security deposits in the form of certified cheques or bank drafts, the SAA will pay interest in December of each year of the license at a rate determined by the SAA. Interest will be paid from the day the certified cheque is deposited.

3.0 WITHDRAWAL OF TENDER

If the Tenderer withdraws this tender after receipt of the duly executed copy of the license, the Security Deposit will be forfeited as minimum liquidated damages stipulated in advance, the whole without prejudice to such further rights and recourses as may belong to the SAA in the circumstances.

4.0 NOTICE (1) Any notice required to be given to the Tenderer shall be sufficiently given: (a) if personally served: (i) on the Tenderer; or

(ii) if the Tenderer is a corporation, then at its Head Office or Principal Place of Business

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(b) if forwarded by registered mail, addressed to:

_____________________________

_____________________________

_____________________________

(2) Any notice required to be given to the SAA shall be sufficiently given if personally served on or forwarded by registered mail, addressed to:


Suite 1, 2625 Airport Drive Saskatoon, SK Canada

S7L 7L1

(3) Any and every notice mentioned in (1) and (2) will be validly given or sufficiently communicated if personally delivered, given by facsimile transmission, or sent by courier, priority post or registered mail, to the representative of the Tenderer or the SAA.

Notices given to the SAA or Tenderer shall be deemed given on the date upon which they

were personally delivered or, if sent by facsimile transmission, twenty-four (24) hours after transmission or if mailed, five (5) days after mailing.

5.0 ATTACHED DOCUMENTS Submitted with this Tender Form are the following: (1) Schedule I - Organizational Data (2) Schedule II - Operational Proposal

(3) Schedule III - Forecast Statement of Sales and Capital Investment

(4) Letter from Insurance Company attesting to the Tenderers ability to obtain the insurance coverage required under 8.01 of the license.

(5) Appendix A - Vehicle Rental Counter, Office Location and Common Hallway

(6) Appendix B - Vehicle Parking Spaces It is understood that tenders that are not accompanied by the Tender Form and Items (1)

through (6) above may be rejected.

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6.0 RIGHTS OF SASKATOON AIRPORT AUTHORITY "Conditional" tenders will not be accepted and bids so submitted will be rejected. Notwithstanding anything contained herein or in any statement made at any tender briefing, the

SAA shall have no obligation to accept the highest or any other tender.

{Seal if applicable} DATE: ________________________ SUBMITTED BY: __________________________________________________ Name of Tenderer PER: __________________________________________ Name of Duly Authorized Official and Title SIGNATURE: _______________ Witness: _____________________________

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SCHEDULE I

ORGANIZATIONAL DATA

Name of Tenderer: _______________________________________________________________ Date Submitted: _________________________________________________________________ Head Office Address: _____________________________________________________________ Local Office Address: _____________________________________________________________ Duly Authorized Official Representative for the Purpose hereof, and Telephone Number _______________________________________________________________________________ _______________________________________________________________________________ Description of Tenderer a) Incorporated Company (Name): _________________________________________________________________ Date and Place of Incorporation: _____________________________________________ Names of Principal Officers and state whether they are Canadian Citizens: Name Canadian Citizens President: ________________________________________________________________

Vice President: ____________________________________________________________ Secretary: ________________________________________________________________ Treasurer: ________________________________________________________________

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Names of Principal Shareholders (Use separate page if necessary): ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ b) Partnership (Name): ____________________________________________________ Date and Place Established: ______________________________________________ General or Limited Partnership: ___________________________________________ Principal Partners, Country of Residence and Address: ______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________ c) Sole Proprietorship (Name): ______________________________________________ Date and Place Established: ______________________________________________ Name and Address of Proprietor: __________________________________________ d) Other (Please provide adequate details) ______________________________________________________________________ ______________________________________________________________________ If the Tenderer is affiliated with an individual or corporate entity, please provide details of the relationship and the individual or corporate entity (indicate whether the other entities are Canadian or non-Canadian). _____________________________________________________________________________ _____________________________________________________________________________

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Tenderers are reminded that in the event a person and/or affiliated persons submit more than 2 tenders for the vehicle rental concession, one or more of those tenders may be disqualified from participation in the tender process. Under what trade name or dual/multi name and style does the Tenderer intend to operate? ____________________________________________________________________________ Is the Tenderer associated with a national or an international vehicle rental system? ____________________________________________________________________________ Organization (To be provided by all Tenderers) List below the two largest operations the Tenderer is now conducting. Name Type Location Gross Annual Sales

(a) ______________________________________________________________________

(b) ______________________________________________________________________

Please include the Tenderers corporate organization chart, if applicable. PER: __________________________________________________________________________

Print Duly Authorized Official and Title _________________________________________Signature

Corporate Seal (if applicable) _________________________________________Witness

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SCHEDULE II

OPERATIONAL PROPOSAL

DATE:

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SCHEDULE III

FORECAST STATEMENT OF SALES AND CAPITAL INVESTMENT

FOR EACH LICENSE YEAR, BY YEAR (ALL ESTIMATES IN CURRENT DOLLARS) ($000)

YEAR 1 2 3 4 5 Total

SALES

CAPITAL

INVESTMENT FOR THE SASKATOON

AIRPORT

(Use a separate sheet for additional information)

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APPENDIX "A"

VEHICLE RENTAL COUNTER, OFFICE LOCATION AND COMMON HALLWAY

Identify counter/office location preference in order from 1 to 5, subject to the following grandfathering provisions:

Tenderers are advised that in the event that an existing vehicle rental operator’s counter/office location is chosen and the Tenderer’s collective MAG as discounted is not at least 10% higher than the existing vehicle rental operator’s collective MAG as discounted, then the existing vehicle rental operator has the right to request that its counter/office location be grandfathered and therefore the existing vehicle rental operator will have the right to stay in its current location. This process shall be applied over and over again against each location preference until the Tenderer’s collective MAG as discounted exceeds the existing vehicle rental operator’s collective MAG as discounted by at least a 10% factor.

ANNUAL FEE (plus GST) PREFERENCE Location 1 $10,916.40 per annum ____________ Location 2 $10,709.40 per annum ____________ Location 3 $10,737.90 per annum ____________ Location 4 $11,079.90 per annum ____________ Location 5 $10,973.40 per annum ____________

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APPENDIX "B"

VEHICLE PARKING SPACES

Upon completion of SAA’s evaluation and award as set out in Section II 7.0 Evaluation and Award, successful Tenderers will be provided the opportunity to select vehicle parking spaces (number and location), with the maximum number of parking spaces available to each Tenderer being proportionate to their submitted bid as compared to the total of successful bids, based on the ranking position of their tender. This process will continue until each successful Tenderer has selected vehicle parking spaces. The SAA reserves the right, at its sole discretion, to determine the total number of available vehicle parking spaces. No tenderer shall be awarded fewer than 9 (5%) parking spaces or more than 53 (30%) parking spaces.

• Ranked position #1 will be allowed up to an initial maximum of 30% (53) of the total parking spaces.





If the total number of selected parking spaces is less than the initial maximum per ranking position indicated above, the remaining parking spaces will be allocated based on ranking position. Tenders shall submit their preferred number and location of parking spaces with their Tender submission. SAA will assess parking selections against rankings following the close of this Tender and advise Tenderers of results and further decisions required.

Tenderers are advised that no grandfathering provision exists for the vehicle parking spaces. Successful proponents may agree to trade parking locations. Preferred number and location of vehicle parking spaces ___________________

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SECTION IV GENERAL INSTRUCTIONS TO TENDERERS

INSTRUCTIONS TO TENDERERS

1.o TENDER DOCUMENTS

1.1 The following are the tender documents:

The RFT, as may be amended, identified as:

Section I – Special Conditions

Section II – Project Requirements and Fee Proposal

Section III – Tender Documents

Section IV- General Instructions to Tenderers

Section V - Contract Terms and Conditions

Section VI – Insurance

Section VII – Safety and Security Requirements

Section VIII – Sample License Agreement

1.2 The Tenderer’s duly completed and signed tender. 1.3 Submission of a tender constitutes acknowledgement that the Tenderer has read and

agrees to be bound by all the above tender documents.

Each responsive tender received will be reviewed, evaluated and rated by the SAA in accordance with

the evaluation criteria and weight factors set out in this RFT.

2.0 OVERVIEW OF SELECTION PROCEDURE

The SAA is offering by public tender up to 5 licenses for the right and privilege to operate a vehicle rental concession at the Saskatoon John G. Diefenbaker International Airport (the “Airport”).

The Tender Evaluation, conducted by a Tender Evaluation Committee, will consist of: 2.1 a review of the Tender Form and attachments;

If the Tender Evaluation Committee considers some aspects of the tender to be objectionable or requiring further clarification, the Tenderer will be advised to provide necessary clarification within the time frames specified. As part of the review the SAA reserves the right to request financial references from any Tenderer as deemed necessary. However, there will not be any opportunity to revise the financial offer. Accordingly, Tenderers are advised to ensure that their Tender Form and all attachments are completed as set out in 4.0 - Tender Documents and 5.0 Tender Document Requirements. Those Tenderers whose Tender Form and all attachments are not completed as set out in these sections, may be disqualified. The decision of the Tender Evaluation Committee will be final in determining whether or not a submission meets all the requirements as set out in 4.0 Tender Documents and 5.0 Tender Document Requirements.

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2.2 an assessment of financial offers of the qualified Tenderers, on the basis of annual minimum guarantees tendered for the first five license years as discounted to present value by the SAA at a rate of 5.0% per annum Licenses will be awarded to no more than five successful Tenderers offering the highest total minimum guarantee as discounted. A maximum of 3 licenses will be issued to any one person or group of affiliated persons. SAA reserves the right to reject tenderers on the basis that the total discounted minimum guarantee over the five-year term is more than 50% of the highest discounted minimum guarantee over the five year term of the other bidders. In the event the 50% average cannot be attained, the Tender Evaluation Committee retains the right in determining the number of licenses to award and the method to be used (if any) in awarding the Licenses. The SAA will award a license to no more than one (1) successful Tenderer utilizing a particular trade name and/or style at the Airport.

Any party submitting alternate bids shall be disqualified and bids so submitted will be rejected. “Conditional tenders” shall not be considered and will be rejected immediately. The SAA reserves the right to decline / to accept any offer submitted.

3.0 PRE-TENDER QUESTIONS AND ANSWERS

All Technical Detail questions are to be recorded in writing and submitted to the

Contract Administrator before 1:00 p.m. Wednesday, September 18, 2019. All

technical questions will be reviewed, answered, and posted to Skyxe Saskatoon

Airport website skyxe.ca.

4.0 RESPONSIVE TENDERS

4.1 A complete tender with supporting information is required to allow proper

evaluation to be conducted. Faxed or emailed tender submissions will not be

accepted. To be considered responsive, a tender should meet the mandatory

requirements set out in this RFT.

4.2 Submissions delivered after the Tender Due Date and time will not be considered.

5.0 SUBMISSION OF TENDER

It is the Tenderer's responsibility to:

5.1 Submit a signed tender, duly completed, in the format requested, on or before the

Tender Due Date; and

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5.2 Direct tenders only to the designated o ffice identified in SECTION II 2.0 Tender

Submission Requirements and Evaluation Criteria 2.1 Tender Delivery Requirements

2.1.1 of this RFT.

5.3 Tenders must be based on the scope of work described in SECTION II 1.2 Scope of

Work 1.2.1 to 1.2.8 of this RFT. It is the responsibility of the Tenderer to obtain

clarification of any terms, conditions or technical requirements contained in this RFT.

5.4 Timely and correct delivery of tenders to the designated office is the sole responsibility

of the Tenderer. The SAA will not assume or have transferred to it those

responsibilities. All risks and consequences of incorrect delivery of tenders are the

responsibility of the Tenderer.

5.5 All RFT submissions become the property of the SAA and will not be returned to the

Tenderer unless a written request to withdraw is received prior to the Tender due date.

5.6 This RFT does not constitute an offer. No agreement shall result upon submission of a

tender. The SAA shall not be under obligation to enter into any agreement with any

Tenderer in connection with this RFT, and any subsequent responses received.

5.7 Tenders that contain qualifying conditions or otherwise fail to conform to these general

instructions may be disqualified or rejected.

5.8 Any costs incurred by Tenderers in the preparation and submission of their tender, and

any subsequent negotiations, meetings or presentations, are solely the Tenderer’s

responsibility.

5.9 The submission of a tender in response to this RFT shall be deemed proof that the

Tenderer is satisfied with all provisions of this RFT. The SAA will not entertain any

claims based on any assertion by the Tenderer that it was uninformed or unaware

of the provisions, terms or conditions of this RFT. Any inconsistency, discrepancy,

ambiguity or omission noted in this document should immediately be brought to the

attention of the SAA in writing.

5.10 The SAA may provide additional information, clarification or modification by

written addendum which shall be incorporated into and become part of this document.

The SAA shall not be bound by oral or other informal explanations or clarifications not

contained in such written addenda.

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5.11 Tenderers must ensure that no representative of the Tenderer extends entertainment,

gifts, gratuities, discounts or special services, regardless of value, to an employee

of the SAA or to members of its board of directors.

5.12 Each Tenderer, by submitting a tender in response to this RFT declares that (a) the

tender is not made in connection with any other Tenderer submitting a tender for the

same services and is in all respects fair and without collusion or fraud; (b) unless

otherwise detailed in its tender, to the best of the Tenderer’s knowledge, no SAA

employee or member of the SAA’s board of directors has any personal or beneficial

interest whatsoever in the services offered by the Tenderer itself or any parent or

subsidiary firm.

5.13 Each Tenderer, by submitting a tender in response to this RFT, agrees that in the event

of legal action resulting from this RFT, the Tenderer will not claim damages in excess of

an amount equivalent to the reasonable costs incurred in preparing its response to this

RFT and the Tenderer waives any claim for loss of profits or any other damages if there

is no agreement resulting from the Tenderer’s tender.

5.14 The prior written approval of the SAA will be required before the Tenderer makes any

statement to the press or issues any material for publication to any media of

communication pertaining to discussions and/or negotiations regarding this RFT and/or

any tenders or contracts which may result.

5.15 The information contained in this RFT and in any subsequent addenda or related

documents is provided as general information only. The SAA makes no

representations, warranties, or guarantees that the information contained herein is

accurate, complete, or timely, or that such information accurately represents the

conditions that would be encountered at the SAA site and its vicinity, now or in the

future. The furnishing of such information by the SAA shall not create or be deemed to

create any obligation or liability upon it for any reasons whatsoever, and each recipient

of this RFT by submitting a response to the SAA, expressly agrees that it has not

relied upon the foregoing information, and that it shall not hold the SAA, or any

other third party who prepared a report for the SAA, liable or responsible therefore in

any manner whatsoever.

5.16 Title to and ownership of confidential information and all related materials and

documentation contained in this RFT will remain with the SAA. Nothing contained

herein shall be construed as granting or implying any transfer, assignment or license

of rights in this RFT or any information contained in this RFT to any Tenderer,

including any copyright or other intellectual property rights in or relating to this RFT

and the information contained in this RFT.

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6.0 ENQUIRIES

6.1 Any questions or requests for clarification during the t e n d e r period must be submitted in writing by the prime contact of a Tenderer to Bev Horne, Contract Administrator at [email protected]. Responses will be sent by the SAA to the prime contact of the Tenderer, who will be responsible for internal distribution as required within the Tenderer’s Licensee team.

6.2 To ensure equality of information provided to Tenderers, answers to all enquiries will be

posted to skyxe.ca. 6.3 Tenderers using any facsimile or e-mail transmission to make inquiries relative to

making a tender assume the entire risk that such inquiries will be properly received by the SAA, on time or at all, and that all other requirements herein will be satisfied.

7.0 REVISION OF TENDER

A tender submitted in accordance with these requirements may be amended by letter or

facsimile provided the revision is received at the office designated for the receipt of tenders, on

or before the Tender Due Date. The revision must be on the Tenderer's letterhead or bear a

signature that identifies the Tenderer, and must clearly identify the changes to be applied

to the original tender. The revision must also include the information identified in Submission

of Tender.

8.0 ACCEPTANCE OF TENDER

8.1 The SAA reserves the right to negotiate for the modification of any single tender, to seek

clarification of the contents of any tender submitted or to require a Tenderer to

submit further documentation, and to waive requirements of this RFT at its sole

discretion.

8.2 The SAA may meet with one or more Tenderers to discuss aspects of their respective

tenders. The SAA may require Tenderers to submit supplementary documentation

clarifying any aspect of their tenders and seek the respective Tenderer’s

acknowledgement of that interpretation. However, the SAA is not obliged to seek

clarification of any aspect of any tender. The supplementary documentation accepted

by the SAA and written interpretations which have been acknowledged by the affected

Tenderer shall be considered as part of its tender.

mailto:[email protected]

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8.3 The SAA will consider all tenders as confidential, subject to the provisions of any

disclosure requirements imposed by law. The SAA will, however, have the right to

make copies of all the tenders received for its review process and to provide such

copies to its staff, advisors and representatives. Tenderers must not disclose any details

pertaining to its tender to anyone not specifically involved in its tender without the prior

written consent of the SAA.

8.4 The SAA does not bind itself to accept any tender. The SAA reserves the right to accept

the tender which, in the SAA’s sole opinion, is deemed the most advantageous to the

SAA. The SAA reserves the right to accept any tender in whole or in part and to discuss

with any Tenderer different or additional terms to those envisaged in this RFT or in the

Tenderer's tender. the SAA may, in its sole discretion:

8.4.1 reject any or all tenders;

8.4.2 accept any tender;

8.4.3 waive any requirement of this RFT in its sole discretion;

8.4.4 cancel this RFT at any time at its sole discretion;

8.4.5 if only one tender is received, elect to accept or reject it;

8.4.6 request one or more Tenderers to adjust the content of their tender to better

meet the SAA’s requirements;

8.4.7 not accept the lowest proposed price; or

8.4.8 alter the timing, this RFT process, procedures or objective of the project or

any other aspect of this RFT.

8.5 The successful Tenderer will be expected to enter into a contract with the SAA which sets

out the scope of work as well as other terms and conditions. If a contract cannot

be successfully completed with the initial successful Tenderer, the SAA may

terminate discussions with that Tenderer and begin discussions with the next selected

Tenderer. No commitment shall exist until a binding agreement is entered into and no

Tenderer will have any rights or remedies against the SAA or the Crown arising from

such discussions or from the SAA’s failure to enter into a contract with such Tenderer.

The SAA may acquire the services contemplated in this RFT from persons or

organizations other than those who have submitted responses.

9.0 LICENSING REQUIREMENTS

Key personnel shall be, or be eligible to be licensed, certified or otherwise authorized to provide

the necessary professional services to the full extent that may be required by applicable

Saskatchewan legislation.

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10.0 INSURANCE REQUIREMENTS

10.1 The successful Tenderer shall be required to obtain and maintain insurance coverage in

accordance with the requirements set out in Section VI Insurance. By submitting a

tender, the Tenderer certifies that the Tenderer is capable of obtaining, and will obtain

and maintain, insurance in accordance with the requirements set out in the tender

documents.

10.2 No insurance requirement stipulated in the tender documents should be construed as

limiting any insurance required by federal, provincial or municipal law. Neither should

it limit any coverage that the successful Tenderer and other members of the Licensee

team may consider being necessary for their own protection or to fulfill its obligations.

11.0 SECURITY REQUIREMENTS

11.1 Tenderers shall take note of, and comply with, the security requirements stipulated as a

requirement in this RFT and set out in Section VII Safety and Security Requirements.

Employees and staff of the Tenderer and any other person involved in the provision of

services, must either be in possession of, or agree to be investigated for, a valid,

appropriate level of personnel security screening that may be required under the

provisions of this RFT. If security screening is required, each person involved in the

provision of the services must hold such security screening prior to commencement of work.

11.2 In all contractual arrangements with persons who are to be employed in the performance

of the services, the successful Tenderer shall make provision for the performance of an

oblation that may be imposed upon the Tenderer under these security requirements.

12.0 GOODS AND SERVICES TAX (GST) AND PROVINCIAL SALES TAX (PST)

The proposed fees for the services shall not include any amount for the Goods and Services

Tax (GST) or the Provincial Sales Tax (PST) as may be applicable. Any amount levied in respect

of the GST and PST will be billed as a separate item in invoices and will be paid in addition to the

amount approved for services performed, in accordance with the contract documents.

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13.0 IDENTITY OR LEGAL CAPACITY OF THE TENDERER

In order to establish the legal capacity under which a Tenderer proposes to enter into a

contractual arrangement, any Tenderer who carries on business in other than its own personal

name shall, if requested, provide proof of the legal capacity under which it carries on business

prior to the contractual arrangement being entered into. Such proof may be in the form of a

copy of the articles of incorporation or a copy of the registration of the business name of a sole

proprietor, of a trade name, of a partnership, etc.

14.0 LAW AND FORUM

This RFT process and the contract resulting from it shall be governed by and construed in

accordance with the laws of Saskatchewan.

15.0 DEBRIEFING

There will be no debriefing for unsuccessful Tenderers as a result of this RFT.

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SECTION V CONTRACT TERMS AND CONDITIONS

1.0 CONTRACT TERMS AND CONDITIONS

The successful Tenderer will be expected to enter into a Vehicle Rental Concession License

agreement with the SAA which sets out the scope of work as well as other terms and conditions.

A summary of the types of terms and conditions that will be included in the license agreement

are set out below. While the summary sets out a description of various terms, such descriptions

are not intended to form the complete contractual language relating to such term. The summary

below is not exhaustive, and is not meant to form a license agreement. The SAA reserves the right

to require additional terms and conditions depending upon the provisions contained in the

Tenderer’s tender.

Sample Vehicle Rental Concession License Agreement found in Section VIII. 2.0 TERM

The term of the license agreement shall be for a period of five (5) years. SAA, at its sole discretion, may offer an optional three-year term extension and thereafter to be fully complete and ended.

3.0 COMPENSATION

Items included in and excluded from the agreed compensation will be specified. Compensation will be reflected exclusive of GST and PST. Shipping costs and any applicable customs duties will be for the account of the Tenderer. The SAA will make any withholdings required by law to be made from any payments of fees.

4.0 PAYMENT Payment of the pro-rated minimum guarantee and fees shall be paid in advance on or before the

License commencement date and on or before the first day of each month thereafter during the currency of this License; provided, however, that if the License commencement date is not the first day of a calendar month, then the Licensee shall, on the License commencement date, pay for the broken period of the month in which the License commencement date occurs on a per diem basis at a rate which shall be 1/365th of the annual minimum guarantee.

Payment of the percentage rent shall be in monthly instalments, each such instalment to become due and payable within 20-days after the last day of each month during the currency of this License and to be equal to the amounts, if any, by which the percentage of the Licensee's gross revenue for the period of the License year elapsed at that time exceeds the total rent paid to that date.

5.0 INDEMNIFICATION

Tenderer will be required to provide indemnification for its negligence and misconduct, and intellectual property indemnification as required based on components of the service.

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SECTION V CONTRACT TERMS AND CONDITIONS

6.0 EVENTS OF DEFAULT

Events of default will include Tenderer’s failure to fulfill its obligations in accordance with the license agreement, insolvency, bankruptcy. The SAA’s remedies will include provision of additional equipment/services by Tenderer at its cost to rectify the default or, in the event of material default, termination of the agreement and reinstatement of the parties to the status quo.

7.0 WARRANTIES

Warranties relating to (i) work being done in a good and workmanlike manner with reasonable care and skill; (ii) all parts supplied new and free and clear of all liens; and other warranties as may be appropriate given the nature of the Tenderer’s tender will be included in the contract.

8.0 COMPLIANCE WITH APPLICABLE LAW AND DIRECTIVES

Tenderer must comply with all applicable laws and the SAA’s safety, security and occupational health directives and requirements.

9.0 INSURANCE

The Tenderer shall provide at its expense the insurance set out in Section VI Insurance. Insurance policies must specify that the SAA and the Crown are additional insureds.

10.0 SAFETY AND SECURITY

The successful Tenderer resulting from this RFT will be required to comply with the safety and security provisions as set out in Section VII Safety and Security Requirements.

11.0 GOVERNING LAW

The law of the Province of Saskatchewan will govern the license agreement.

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SECTION VI INSURANCE

1.0 SCHEDULE OF INSURANCE TO BE SUPPLIED BY THE LICENSEE

1.1 “All Risks” Licensee’s Equipment Insurance for full replacement cost covering any:

1.1.1 owned and non-owned mobile equipment

1.1.2 property and construction or testing tools, and

1.1.3 machinery and equipment

used by the Licensee in the performance of the Work, including boiler insurance on temporary boilers and pressure vessels, if applicable.

1.2 Automobile Liability Insurance with respect to automobiles used directly or indirectly in

the performance of the Work which are owned, leased, chartered or used by the

Licensee and covering liability for:

1.2.1 bodily injury,

1.2.2 death, and

1.2.3 damage to property

with a limit of not less than $5,000,000.00 inclusive for each and every loss.

Such policy may contain exclusionary language relative to liability incurred while vehicles are operating within airside.

1.3 The foregoing policies shall:

1.3.1 be endorsed or provide the Saskatoon Airport Authority with no less than thirty

(30) days’ prior notice by registered mail in advance of cancellation, or

amendment restricting or changing coverage,

1.3.2 be primary and non-contributing to any other insurance available to the

Saskatoon Airport Authority, except as noted in “1.2” above,

1.3.3 be maintained continuously from the commencement of the Work until ten (10)

days following the date of completion of the Work.

2.0 INSURANCE REQUIREMENTS

2.1 Comprehensive general liability insurance including but not limited to property

damage, bodily injury, contractual liability, non-owned automobile liability, owners

and Licensee’s protective insurance covering all activities conducted by the Licensee for

a limit not less than $5,000,000.

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SECTION VI INSURANCE

2.2 Standard owners form automobile policy providing a minimum of $5,000,000 bodily

injury and property damage coverage on all vehicles owned or operated by or on behalf

of the Licensee.

2.3 Provide proof of good standing with the Workers Compensation Board of Saskatchewan

(or applicable jurisdiction) as well as Saskatchewan Finance.

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SECTION VII SAFETY AND SECURITY REQUIREMENTS

REQUIREMENTS

1.0 AIRPORT RESTRICTED AREA

1.1 An "Airport Restricted Area" is any area on Airport property to which access is signed as

restricted.

1.2 Access to an Airport Restricted Area is restricted to authorized personnel and vehicles

performing duties directly related to this Contract.

1.3 Personnel working in an Airport Restricted Area shall at all times be in possession of, and

display their restricted area identification card (“RAIC”) while in that restricted area in

compliance with the conditions of issuance or approval of the pass. Personnel not

complying with this requirement will be denied access to the restricted area.

1.4 No person shall operate a vehicle on airside unless they are in possession of a valid

airside vehicle operators permit (“AVOP”), under approved escort or accompanied by an

AVOP holder.

1.5 Vehicles that require access to the place of the Work within an Airport Restricted

Area must be escorted to and from the place of the Work by a vehicle and escort

approved by the Airport security office and must follow the rules of escort.

2.0 THE SASKATOON AIRPORT AUTHORITY’S OBLIGATIONS

2.1 The SAA w i l l assist the Licensee in obtaining RAICs, keys or combination lock

codes required to allow the Licensee to complete the Work.

2.2 The SAA shall ensure that all key Licensee personnel are briefed on all pertinent

aspects of Airport security by the Airport Security Office.

2.3 Airport operations as required will co-ordinate any special situations or emergencies.

3.0 LICENSEE’S OBLIGATIONS

3.1 The Licensee is responsible for the safe operation of vehicles and equipment driven or

operated at the Airport on the Licensee’s behalf. In particular, the Licensee shall ensure

that its employees and sub-Licensees comply with the SAA’s Airport Traffic Directives.

Violations may result in financial penalties (which shall be the responsibility of the

Licensee).

3.2 The Licensee is responsible for all fees payable for failure to return, including lost RAICs

AVOPs and keys, including those issued to suppliers of materials or services.

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REQUIREMENTS

3.3 The Licensee is responsible for becoming familiar with and following all applicable safety

and security legislation pertaining to contracted personnel. Failure to comply with all

applicable legislation may result in fines against the Licensee or delays imposed on Work

pending correction by the Licensee of any deficiencies.

3.4 When required, the Licensee is responsible for hiring security escorts or guards and

for briefing contracted personnel, and suppliers regarding applicable security and safety

legislation and for ensuring that they abide by all the SAA directives.

3.5 While within an Airport Restricted Area, an escort with a valid RAIC is required to provide

security for every ten or fewer project workers.

3.6 The Licensee is responsible for ensuring that all job requirements are carried out in

accordance with applicable safety legislation.

4.0 RESTRICTED AREA IDENTITY CARDS (RAICS) AND KEYS

4.1 The Airport Security Office will issue RAICs. Pass holders must comply with conditions

of issuance and approval of the pass.

4.2 Permanent passes: no person may be issued a RAIC which allows uncontrolled access to

restricted areas unless that person holds a valid Airport Restricted Area access clearance.

4.3 Temporary Passes: all personnel issued Temporary Passes shall be subject to

appropriate security controls as determined by the Airport Security Office.

4.4 The Licensee is responsible for distributing Temporary Passes at the beginning of each

working day or shift and retrieving them at the end of each working day or shift.

Temporary Passes will be issued and supported by a certificate which shall be held on

site at all times by the Temporary Pass holder.

4.5 The Licensee must immediately report any lost, stolen or destroyed pass to the Airport

Pass Control Office.

4.6 All requests for keys must be submitted to the Airport security office. Should the loss

or theft of a key compromise the overall Airport keying system, all re-keying required

to rectify the situation will be performed at the expense of the Licensee.

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REQUIREMENTS

4.7 On completion of the Work, the Licensee shall return all RAICs and keys to the Airport

Pass Control Office. The Licensee shall pay an administrative fee for each pass or key

not returned regardless of the reason.

4.8 On an employee’s termination of employment, the Licensee must immediately ensure the

RAIC of the employee is returned to the Airport Security Office. If these items are not

received at time of termination by the Licensee, the Licensee must notify the SAA

without delay.

5.0 EMERGENCY CONTACTS

5.1 The Licensee will provide to the Representative a list of responsible personnel who may

be contacted after working hours in case of emergency.

6.0 EVACUATION

6.1 The Licensee shall immediately cease all activities and evacuate the place of the Work as

directed by the SAA in the event of a declared emergency by the SAA.

7.0 USE OF RADIOS

7.1 When radio communication is required between the Licensee’s personnel, all radio

equipment is to be supplied by the Licensee. The SAA must be advised in order to

verify that the Licensee’s radio frequency will not cause interference with essential

communication equipment and navigational aids at the Airport.

8.0 SITE FENCING AND BARRIERS

8.1 Site security during the construction and operational stages must not be compromised.

Site fencing and barriers shall comply with Transport Canada requirements. All fencing

and or barriers shall remain on site for future repair use and monthly servicing.

SECTION VIII SAMPLE LICENSE AGREEMENT

VEHICLE RENTAL CONCESSION LICENSE

BETWEEN

SASKATOON AIRPORT AUTHORITY

AND

__________________________________

License Number__________


TABLE OF CONTENTS PAGE

Article 1 Definitions 2 Article 2 Term 3 2.01 Length of Term 3 2.02 Continued Operations 3 2.03 Cancellation Privilege 3 2.04 Surrender of Premises 4 2.05 Non-Performance 4 Article 3 Rent, Financial Information and Security Deposit 4 3.01 Rent 4 3.02 Payment of Rent 7 3.03 Interest on Payment in Default 7 3.04 Percentage of Gross Revenue 7 3.05 Financial Statements 8 3.06 Audit and Inspection 8 3.07 Disclosure of Gross Revenue Information 8 3.08 Security Deposit 8 3.09 Concession Fees 9 Article 4 Conduct of Business 10 4.01 Service Provided by the Licensee 10 4.02 Service to Persons with Disabilities 10 4.03 Accessories 11 4.04 Objectionable Goods 11 4.05 Advertising and Displays 11 4.06 Credit Cards 12 4.07 American Currency 12 4.08 Operational Concepts 12 4.09 Personnel 13 4.10 Licenses, Permits, Etc. 13 4.11 Payment of Taxes 13 4.12 Compliance with Regulations 14 4.13 Enforcement 14 4.14 Change of Name and Corporate Identity 14 4.15 Operation of Vending Machines 14 4.16 Franchise Agreement 14 4.17 Prohibited Activities 15


PAGE Article 5 Premises, Services and Improvements 15 5.01 “As Is” Condition 15 5.02 Premises 15 5.03 Access 15 5.04 Temporary Suspension of Services 16 5.05 Approval of Alterations and Utility Services 16 5.06 Furniture, Fixtures and Equipment 16 5.07 Cleaning and Maintenance 17 5.08 Refuse Disposal 17 5.09 Drainage System 17 5.10 Drainage and Discharge of Material 17 5.11 Reasonable Use 18 5.12 Vesting of Repairs, Alterations, Improvements or Replacements 18 5.13 Dangerous Goods 18 5.14 Fire Prevention 18 5.15 Repair of Damage 18 5.16 Pattern of Passenger Traffic and Air Terminal Building Renovations 19 Article 6 Assignment 19 6.01 Assignment by the Licensee 19 6.02 Assignment by Saskatoon Airport Authority and Subordination 19 Article 7 Liability and Indemnity 20 7.01 Claim or Demand 20 7.02 Indemnity 20 Article 8 Insurance 21 Article 9 Default and Re-Entry 22 9.01 Default and Re-entry 22 9.02 Lien 23 Article 10 General 23 10.01 Agency, Etc. 23 10.02 Headings 23 10.03 Differences 24 10.04 Bribes 24 10.05 Effect of License 24 10.06 Provisions Separately Valid 24

PAGE


10.07 Entire Agreement 24 10.08 Waiver Negated 24 10.09 No Implied Terms or Obligations 25 10.10 Governing Law 25 Article 11 Notices 25 Article 12 Ground Lease 26 12.01 Ground Lease Covenant 26 12.02 Ground Lease Termination 26 Execution of License 27 Appendices: Appendix A - Definition of Gross Revenue Appendix B - Revenue Reporting System Appendix C - Vehicle Rental Office and Counter Locations Appendix D - Vehicle Parking Spaces

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THIS LICENSE made in duplicate as of the 1st day of February 2020.

BETWEEN:

Saskatoon Airport Authority, a body corporate pursuant to Letters patent issued under

Part II of the Canada Corporations Act, R.S.C. 1970, Chapter C-32 (the “SAA”);

hereby grants to,

__________________________________________ (the “Licensee”);

the right to operate a Vehicle rental concession at Saskatoon John G. Diefenbaker International Airport (the “Airport”) including the right to:

(1) occupy and use a portion of space (the “Counter and Office Space, and the Common Use Hallway”) in the SAA's air terminal building (the “Building”) which is more fully described in Appendix “C” and which particular portion of the Licensee's occupancy and use shall be designated by the President and CEO. It is understood that due to possible upcoming capital improvements this space may change at the sole discretion of the SAA. SAA reserves the right to relocate Counter, Office Space, and the Common Use Hallway based on operational needs with 30 days’ notice to the Licensee.

(2) park Vehicles on the Airport in spaces allocated in a Vehicle parking area, which area is more fully described in Appendix “D” and which particular parking spaces (the “Parking Spaces”), for parking of the Licensee's Vehicles shall be designated by the President and CEO. It is understood that due to upcoming capital improvements this location may change at the sole discretion of the SAA.

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ARTICLE 1

DEFINITIONS

(1) "Additional Rent" shall mean all sums of money or charges required to be paid by the Licensee under the License, whether or not designated as Additional Rent or payable to the SAA or otherwise;

(2) “SAA” means the Saskatoon Airport Authority as above designated, its successors and permitted

assigns, and its employees, agents and contractors and any other person for whom the SAA may be

responsible in law;

(3) “Bank Rate” means the rate of interest established by the Bank of Canada as the minimum rate at

which the Bank of Canada makes short-term advances to members of the Canadian Payments

Association;

(4) “Concession Space” means the Counter and Office Space, the Common Use Hallway, and, Vehicle

parking spaces;

(5) “Gross Revenue” is defined in Appendix “A”;

(6) “Licensee” or other words relative thereto or of like import means the Licensee as above designated

and its successors and permitted assigns, and its employees, agents and contractors and any other

person for whom the Licensee may be responsible in law;

(7) “Moveable Property” means chattels, goods, supplies, articles, equipment, materials, effects or

things excluding vehicles;

(8) “President and CEO” means the person holding that position, or acting in the capacity of the

President and CEO, of the Saskatoon John G. Diefenbaker International Airport, for the time being;

(9) “Taxes” shall mean all real property taxes, rates, local improvement taxes, duties and assessments,

impost charges or levies, whether general or special, that are levied, rated, charged or assessed

against the Airport or any part thereof from time to time (including any interest charges or other

levies payable in connection with any instalment payments made by the SAA) by any lawful taxing

authority, whether federal, provincial, municipal, school or otherwise, and any taxes or other

amounts which are imposed in lieu of, or in addition to, any such real property taxes whether of the

foregoing character or not and whether in existence at the commencement date or not, and any

such real property taxes levied or assessed against the SAA or the Licensee on account of its interest

in the Airport or any part thereof, or their ownership thereof, as the case may be, and all costs, fees

and expenses incurred by the SAA in contesting Taxes or negotiating with taxing authorities with

respect to Taxes.

(10) “Vehicle” means an automobile, motorcycle, van, truck and any other Vehicle propelled, driven or

drawn other than by muscular power.

Appendices “A” to “D” are attached to this License to form part hereof.

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ARTICLE 2

TERM

2.01 LENGTH OF TERM

The Licensee shall have and hold this License from and after the 1st day of February, 2020, for a term of 5 years. SAA, at its sole discretion, may offer an optional 3-year term extension and thereafter to be fully complete and ended.

2.02 CONTINUED OPERATIONS

(1) If the Licensee continues to operate after the end of the term of this License without the execution and delivery of a new License or a written renewal or extension of this License, there shall be no tacit or other renewal of this License, and the Licensee shall be considered to be operating on a pleasure basis at a monthly fee payable in advance on the first day of each month equal to:

(a) twice the monthly instalment of the minimum guarantee payable

for the last month of the License year immediately preceding the

last 4-months of this License; or

(b) 1/6th of the percentage rent, if any, for the License year

immediately preceding the last 4-months of this License,

whichever is the greater amount.

(2) If this License is renewed or extended by express agreement or a new License is

entered into by the SAA and the Licensee, an adjustment shall be made upon the

signature of a new or renewed or extended License to bring the amount paid in

respect of the period of the pleasure operations into accordance with the

provisions of the new or renewed or extended License.

2.03 CANCELLATION PRIVILEGE

Notwithstanding anything in this License contained, in the event that the Building, at any time

during this License, becomes not suitable for occupancy, by reason of fire, flood, lightning, tempest,

impact of aircraft, explosion, earthquake, strike, Acts of God or the Queen's enemies or any cause

beyond the SAA’s or the Licensee's control, this License may thereupon, by written notice from the

SAA be declared at an end.

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2.04 SURRENDER OF PREMISES

At the expiration or sooner termination of this License, the Licensee shall peaceably surrender to

the SAA, in a condition satisfactory to the SAA, normal wear and tear excepted, the Concession

Space. The Licensee shall thereupon forthwith remove from the Concession Space all Moveable

Property and shall also, to the satisfaction of the SAA, repair all damage occasioned to the premises

of the SAA by reason of such removal or in the performance thereof, without compensation. Unless

required by the SAA, no Moveable Property shall be removed from the Concession Space until all

sums due or to become due under this License are fully paid. The SAA may, at its option, remove at

the risk and at the cost and expense of the Licensee, the Moveable Property from the Concession

Space, and the Licensee shall reimburse the SAA forthwith upon receipt of appropriate accounts

therefor and for any storage charges which may have been or will be incurred by the SAA as a result

of such removal. Where not removed by the Licensee, the SAA may consider the Moveable Property

to be abandoned, and take title thereto in the name of the SAA.

2.05 NON-PERFORMANCE

(1) Notwithstanding anything in this License contained, in the event of non-performance by the Licensee of any obligation herein contained, and after receiving notice from the SAA identifying the said non-performance and requiring it to be remedied within 30 days (or such longer period as may be reasonably necessary to remedy), the SAA may terminate this License at any time thereafter by issuing final notice in writing to the Licensee and without prejudice to the SAA’s right to claim damages and any outstanding sums due or to become due under this License.

(2) The Licensee shall not be liable for any failure to perform its obligations hereunder

if and so long as such non-performance is due to fire, flood, lightning, tempest, earthquake, impact of aircraft, explosion, strikes or Acts of God or the Queen's enemies.

ARTICLE 3

RENT, FINANCIAL INFORMATION AND SECURITY DEPOSIT

3.01 RENT

The Licensee shall pay during the currency of this License, unto the SAA, rent, in advance, as follows:

(1) The greater of 13.0% (plus G.S.T.) of the annual gross revenue as defined in Appendix “A” or, an annual minimum guarantee, for the periods and in the amounts listed below:

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(a) for the first License Year commencing February 1, 2020, an annual sum of


$_______________________ (GST Extra);

(b) for the second License Year commencing February 1, 2021, an annual sum of


$_______________________ (GST Extra);

(c) for the third License Year commencing February 1, 2022, an annual sum of


$_______________________ (GST Extra);

(d) for the fourth License Year commencing February 1, 2023, an annual sum of


$_______________________ (GST Extra);

(e) for the fifth License Year commencing February 1, 2024, an annual sum of

$______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

(f) for the sixth (optional) License Year commencing February 1, 2025, an annual

sum of $_______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

(g) for the seventh (optional) License Year commencing February 1, 2026, an annual

sum of $_______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

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(h) for the eighth (optional) License Year commencing February 1, 2027, an annual

sum of $______________ payable in advance in monthly instalments of

$_______________________ (GST Extra);

(2) For the use and occupancy of the combined counter and office space in the Air Terminal

Building identified as Location _____ in Appendix “C” attached, an annual sum of $

______________ (plus G.S.T.) broken down as follows:

_______ m2 Counter x $390.00/m2 = $ ___________ per annum.

_______ m2 Office x $285.00/m2 = $ ___________ per annum.

TOTAL $____________ per annum (G.S.T Extra)

and in addition;

(3) for the use of 8.74 m2 of common hallway at $285.00/m2, an annual sum of $2,490.90 (plus

G.S.T.);

and in addition;

(4) for the use and occupancy of ready parking spaces Identified as Location ______ in

Appendix “D” attached, an annual fee broken down as follows:

$60.00 per month per parking space x ____ spaces = $ _________ per month x 12 months =

$ _________________ per annum (plus G.S.T.).

Payment shall be made by the Licensee without prior demand by the SAA and delivered to:



Saskatoon, SK

CANADA S7L 7L1

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Payment of the pro-rated minimum guarantee referred to in (1) and of the fees referred to in (2), (3)

and (4) shall be paid in advance on or before the License commencement date and on or before the

first day of each month thereafter during the currency of this License; provided, however, that if the

License commencement date is not the first day of a calendar month, then the Licensee shall, on the

License commencement date, pay for the broken period of the month in which the License

commencement date occurs on a per diem basis at a rate which shall be 1/365th of the annual

minimum guarantee.

Payment of the percentage rent shall be in monthly instalments, each such instalment to become

due and payable within 20-days after the last day of each month during the currency of this License

and to be equal to the amounts, if any, by which the percentage of the Licensee's gross revenue for

the period of the License year elapsed at that time exceeds the total rent paid to that date.

If for any reason the total number of deplaning passengers arriving on scheduled airline flights at the

Airport shall, during any calendar month, be less than 85% of the average number of deplaning

passengers arriving during the same period in the preceding two calendar years, the annual

minimum guarantee will be abated for the period of time the condition continues to exist. During

that period, the Licensee shall nevertheless continue to pay to the SAA the applicable instalments

of the percentage of annual gross revenue referred to in this Article 3. The SAA shall either

reimburse or provide a credit to Licensee an amount by which the minimum guarantee paid by the

Licensee for such period exceeds the percentage of annual gross revenue applicable to such period.

3.02 PAYMENT OF RENT

The Licensee shall pay all rent herein reserved at the time and in the manner in this License set forth,

without any abatement other than that as set forth in 3.01.

3.03 INTEREST ON PAYMENT IN DEFAULT

Without waiving any other right of action of the SAA in the event of default of payment of fees

hereunder in the event that the Licensee is delinquent after any of the days appointed in paying the

fees and/or, the amount if any, by which the percentage fees exceeds the minimum fees payable,

the Licensee shall pay, as additional rent, interest thereon at the rate of 18.5% per annum (1.54%

per month compounded), retroactive from the date any such amount is due and payable until paid.

In order to reflect prevailing interest rates, the SAA may review and adjust the interest rate from

time to time.

3.04 PERCENTAGE OF GROSS REVENUE

The Licensee shall remit to the SAA in accordance with the provisions hereof the percentage of all

gross revenue as defined in Appendix “A” derived by the Licensee from its operations hereunder

whether such gross revenue is actually paid or is due and payable only, and notwithstanding any loss

sustained by the Licensee with respect to such gross revenue as a result of theft, defalcation or any

other cause whatsoever.

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3.05 FINANCIAL STATEMENTS

(1) During the currency of this License the Licensee shall keep, or cause to be kept, in accordance

with generally accepted accounting principles, books and records of gross revenue and

expenses. The Licensee shall retain a complete set of records for the most recent 3 License

years available. This 3 year requirement will continue for a period of 1 year following the

expiry of this License.

(2) On or before the 20th day of each month of this License, the Licensee shall submit to the

President and CEO or designated member of SAA staff a duly completed Airport Vehicle

Rental Concession Revenue and Payment Report as provided by the SAA at Appendix “B”,

signed by an authorized signing officer of the Licensee, upon which the percentage

payments under this License shall be calculated.

(3) Within 90-days of the end of each License year, and within 90-days of the end of this

License, the Licensee shall submit an annual statement of gross revenue relating to the

operations under this License, certified by a licensed public accountant.

(4) Upon failure by the Licensee to submit the statements referred to in (3) within the specified

period, the President and CEO may avail himself of the provisions of 3.06 and cause to have

the statements prepared, in which case the Licensee shall, forthwith upon receipt of

appropriate accounts, reimburse the SAA for all expenses connected therewith plus 20% of

such expenses.

3.06 AUDIT AND INSPECTION

The books of the Licensee shall be open for audit and inspection and for taking extracts therefrom

at all times, during business hours, by the SAA. The cost of any such audit shall be borne by the SAA;

provided, however, that should the results of any such audit reveal a discrepancy of more than 5%

between the gross revenue reported in accordance with 3.05 and the gross revenue as determined

by such audit, then the full cost of such audit shall be borne by the Licensee.

3.07 DISCLOSURE OF GROSS REVENUE INFORMATION

It is understood and agreed that in the concluding year of this License and at any time after its

termination the SAA may publish the gross revenue reported by the Licensee in each year of this

License for the purpose of public tender information.

3.08 SECURITY DEPOSIT

(1) Upon execution of this License, the Licensee will deposit with the SAA a Security Deposit in

the amount of 1/4 of the highest annual minimum guarantee tendered, all in accordance

with 6.0 (“Security Deposit Requirements”) of Section II (“Project Requirements and Fee

Proposal”) of the Tender Package.

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(2) Where the Security Deposit is in the form of a certified cheque or bank draft, the SAA shall

pay interest annually in December of each year to the Licensee at a rate determined and

published by the Minister of Finance. Interest shall be paid from the day the certified cheque

or bank draft is deposited into the account of the SAA.

(3) The Security Deposit retained by the SAA, for the term of this License or until the License otherwise comes to an end, whichever comes first, shall be returned to the Licensee or shall be credited to its account; however, if the Licensee fails to pay all sums herein described and/or impairs or damages the Building or any part thereof during the currency of this License, the SAA may apply the Security Deposit and accrued interest, if any, or any part thereof to the arrears of sums and/or damages and injuries. If the Security Deposit is so applied by the SAA, then within 15-days of having received written notification, the Licensee shall restore the Security Deposit to the original amount stipulated in (1). The application of the Security Deposit and interest by the SAA shall not constitute a waiver nor in any way defeat or affect the rights and remedies which the SAA has at law.

(4) The Licensee asserts that moneys deposited herein as security are not subject to any existing encumbrance, charge, or security agreement.

(5) The Licensee covenants and agrees that it will not assign or encumber nor attempt to

assign or encumber the moneys deposited herein as security and that the SAA shall not

be bound by any such assignment, encumbrance, attempted assignment or attempted

encumbrance.

3.09 CONCESSION FEES

(1) The SAA agrees to allow the Licensee to incorporate “concession fees” not to exceed

14.94% into customer rental agreements provided the Licensees do not state or imply that

the extra charge was, directly or indirectly, a fee, charge, surcharge or tax imposed or levied

on the customer by the SAA or by, on behalf of or in any way connected with the Airport.

(2) The Licensee shall not impose any fee or charge on its customers which is referred to or

identified in any contract or invoice, or orally by the agents of the Licensee, or by signs,

notices or pamphlets posted at Saskatoon John G. Diefenbaker International Airport or

otherwise made available to customers, including any form of verbal advice either in person

or through any form of telecommunications, as being directly or indirectly, a fee, charge,

surcharge or tax imposed or levied by the SAA on the customer. The SAA shall be entitled

to post a disclaimer in a prominent location on the premises stating that any of the

Licensee’s fees or charges are not being imposed on customers by the SAA, directly or

indirectly.

(3) Prior to the SAA posting a disclaimer as identified in (2) above, the Licensee shall be given

15 days advance notice to remedy and/or remove said signs, notices, pamphlets etc. In the

event the Licensee fails to remedy within the 15 days specified, the SAA shall advise the

other 4 Licensees within 2 days after the expiration of the 15-day period of the failure to

remove and upon such notice the SAA shall post a disclaimer as identified in (2) above.

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ARTICLE 4

CONDUCT OF BUSINESS

4.01 SERVICE PROVIDED BY THE LICENSEE

(1) No Vehicles used by the Licensee to provide the Vehicle rental service at the Airport shall at any point in time be more than 3 model years old.

(2) At all times during the currency of this License, the Vehicles used by the Licensee to provide the Vehicle rental service at the Airport shall be maintained in proper working condition and repair at the sole expense of the Licensee.

(3) At all times during the currency of this License, the Licensee shall have available for installation, upon request, an adequate number (as determined by the President and CEO) of infant- and child-restraint systems in the Vehicles to be used for the provision of the service at the Airport. All such systems shall meet the Canadian Motor Vehicle Safety Standards (CMVSS 213 and 213.1 respectively). Such systems must be clean and in proper working condition.

(4) The Licensee shall provide and maintain at the Airport a level of service and a range of types of Vehicles together with appropriate prices charged therefor, which are comparable to those offered by the Licensee at other locations within the area served by the Airport, all to the satisfaction of the President and CEO.

(5) The Licensee shall post its normal hours of operation, as approved from time to time by the President and CEO, in a prominent location within the counter and office space.

4.02 SERVICE TO PERSONS WITH DISABILITIES

All Licensees must comply with Canadian Transportation Agency Accessible Transportation for Persons With Disabilities Regulations.

(1) The Licensee shall have available at the Airport a sufficient number of hand-control systems

to fill all reservations for hand-control-equipped Vehicles which are received 48 hours or

more before the Vehicle is to be delivered to the customer, but in any event the Licensee

shall have not less than 2 hand controls at the Airport.

Where a reservation is received 48 hours or more before the Vehicle is to be delivered to the customer and the Licensee does not provide a hand-control-equipped Vehicle, then the Licensee shall arrange for convenient, alternative transportation until such time as a Vehicle with hand controls is made available. The Licensee shall pay the cost of the alternative transportation to the extent that such cost exceeds the cost of renting the Vehicle with hand controls. This provision does not apply if at the time the reservation is received, the Licensee has no Vehicles available for any customers for the entire period the hand-control-equipped Vehicle is required.

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For any reservation which is not received 24 hours or more before the Vehicle is to be delivered to the customer, the Licensee will undertake its best efforts to provide hand-control-equipped Vehicles if, at the time the reservation is received, a hand-control system is available for the entire period the Vehicle is required.

It being understood that the President and CEO may from time to time change these requirements in response to changes in passenger volumes.

(2) The Licensee shall provide hand-control systems at no additional cost to the customer.

4.03 ACCESSORIES

(1) Prior to the commencement of this License, the Licensee shall submit for the President and CEO's approval a listing of all specialized equipment, accessories or additional features (“such accessories”) which will be made available at the commencement date of this License. Subsequent to that date, and upon written request of the President and CEO, the licensee shall submit a revised listing of all such accessories.

(2) The Licensee may offer such accessories, provided they are attached to, or are used in, or are built into the Vehicle.

(3) The Licensee agrees that the rental of such accessories shall be included with the rental of a Vehicle, and that such accessories shall at no time be rented out separately unless approved by the President and CEO and under a License which is separate from this License.

(4) The Licensee further agrees that all rent or charges for such accessories shall be included in the Vehicle rental contract.

4.04 OBJECTIONABLE GOODS

The Licensee shall not by itself nor by any person acting for it, or with its permission, in, upon or about the Airport, bring, keep, sell, store, offer for sale, give away or otherwise use, handle or dispose of any merchandise, goods, materials, effects, or things which may be deemed objectionable by the President and CEO for any reason.

4.05 ADVERTISING AND DISPLAYS

(1) The President and CEO reserves the right to rule upon displays and advertising signs within the Concession Space, and the Licensee shall conform to the aesthetic standards of the building and to any directive which may be introduced from time to time by the President and CEO. No electrical sign of any kind may be installed without the prior approval in writing of the President and CEO.

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(2) The Licensee shall obtain the written approval of the SAA, in advance, of all signs and similar advertising material, including lettering and other advertising media erected, installed or placed upon the exterior of the Concession Space or within the Concession Space to the extent that such signs are visible from outside the Concession Space; such approval shall not be unreasonably withheld. The cost of installing, maintaining, changing and removing all signs shall be borne by the Licensee.

(3) The Licensee covenants and agrees that it will use the name “Saskatoon John G.

Diefenbaker International Airport” in all advertising of its operations hereunder, in all

promotional material and on all letterheads and stationery.

(4) The Licensee may advertise, promote and/or display for sale, within the confines of the Concession Space, only those products or services that relate directly and exclusively to its operations hereunder and any advertisement, promotion and/or display for sale must indicate that those products or services can only be obtained with the rental of a Vehicle, unless such products or services are provided under a separate agreement and approved by the President and CEO.

(5) Any revenues or benefits derived directly or indirectly by the Licensee from the advertisement, promotion and/or display of goods and services by a third party, will be considered as revenue and shall be included in the gross revenue reported by the Licensee.

4.06 CREDIT CARDS

The Licensee shall accept all major credit cards in payment for goods or services hereunder, in

accordance with directives as may be given from time to time by the President and CEO.

4.07 AMERICAN CURRENCY

The Licensee shall accept U.S. currency in payment of goods or services hereunder at an exchange rate for cash transactions which will not vary by more than 2-percentage points from the "buy" rate set by a Canadian chartered bank.

4.08 OPERATIONAL CONCEPTS

(1) The Licensee agrees that during the currency of this License it shall adhere to and perform

each and every one of its undertakings and representations under Schedule II - Operational

Proposal dated ________________, 20__, initialled by the Licensee and SAA, and on file in

the SAA's office at Saskatoon John G. Diefenbaker International Airport. The Licensee

further covenants and agrees that any failure to comply with the above requirement shall

constitute a breach of the conditions of this License for the purpose of 9.01.

(2) During the currency of this License, the Licensee has the right to introduce any new products, services or accessories not included in the Operational Proposal referred to in (1). Upon request of the President and CEO the Licensee shall submit an updated listing of said new products, services or accessories. The President and CEO reserves the right to request the removal or replacement of any new products, services or accessories.

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4.09 PERSONNEL

(1) The Licensee shall engage suitable personnel to efficiently provide and maintain the required standard of services; such personnel shall be properly groomed and attired.

(2) The Licensee shall pay for the parking at the Airport of its employees' Vehicles, at the prevailing rates.

(3) The Licensee shall ensure that its employees, agents and contractors respect all rules and regulations at the Airport including those pertaining to speed, traffic, lost keys or passes etc.

4.10 LICENSES, PERMITS, ETC.

(1) The Licensee shall procure and maintain in good standing, at its cost and expense, such licenses, permits or approvals from federal, provincial, municipal or other government authorities, and such private permits as may be necessary to enable the Licensee to conduct its operations hereunder.

(2) Failure by the Licensee to procure such licenses, permits or approvals or such private

permits will not relieve the Licensee from paying the amounts prescribed under this License

from its commencement date. In the event the Licensee fails by 12.01 a.m. on the first day

of the commencement date of this License to procure such licenses, permits or approvals or

such private permits, and fails to notify the SAA by the above deadline that such Licenses,

permits or approvals or such private permits have been obtained, this License shall, be

terminated without any further notice or delay.

4.11 PAYMENT OF TAXES

(1) The Licensee will pay to the SAA as Additional Rent, or to the appropriate taxing authority if the SAA directs, all taxes levied in respect of the License. All Taxes attributable to the License shall be paid by the Licensee to the SAA within 30 days after written request from the SAA provided that any such payment shall not be payable earlier than 15 days prior to the date upon which a Tax payment is payable by the SAA to the appropriate taxing authority.

(2) The Licensee will pay to the lawful taxing authorities, or to the SAA if the SAA directs, all

business taxes, personal property taxes, license fees or other similar rates and

assessments levied or assessed against or in relation to the Licensee's business, assets

and/or improvements.

(3) The Licensee will pay to the SAA, as the SAA directs, all sales, rental, value added, goods

and services or other taxes, charges or levies imposed by governmental authorities on or

in connection with the rent or fees payable hereunder.

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4.12 COMPLIANCE WITH REGULATIONS

(1) The Licensee shall in all respects abide by and comply with all applicable lawful rules, regulations and by-laws of the federal, provincial, and municipal governments or any other governing body whatsoever and with all local environmental, police, health, or fire regulations or by-laws, in any manner affecting this License.

(2) The Licensee shall abide by and comply with all regulations regarding the environment, traffic control, Airport security, sanitation and all other regulations and directives relative to the management and operation of the Airport.

4.13 ENFORCEMENT

Notwithstanding the provisions of 9.01, any failure by the Licensee to comply with the requirements

set forth in 3.05(2) and (3), and in 4.02 shall constitute a breach of the conditions of this License and

shall be subject to the cancellation of this License under the following conditions:

In the event of a breach by the Licensee of any of the aforementioned requirements, and provided

reasonable steps have not been taken to cure such breach within 30-days from the date of notice in

writing thereof from the SAA to the Licensee (or such longer period as may be reasonably necessary

to remedy), the SAA may terminate this License by giving the Licensee 30-days written notice of

intention to terminate, during which time the Licensee will no longer be permitted to cure such

breach, and thereupon after the expiration of such period of notification, this License shall be

terminated without any further notice or delay.

4.14 CHANGE OF NAME AND CORPORATE IDENTITY

(1) The Licensee agrees to operate a Vehicle rental concession at the Airport during the term of this License under the trade name(s) of;

_______________________________________ and shall not use any other trade name(s) or combination thereof for each year of this 5-year License without the prior written consent of the SAA.

(2) Notification in writing of any change in the ownership or control of the Licensee or in its board of directors must be submitted to the SAA prior to such change.

4.15 OPERATION OF VENDING MACHINES

The Licensee shall not operate coin vending machines within the Concession Space or elsewhere in

the building without the prior written approval of the President and CEO.

4.16 FRANCHISE AGREEMENT

Where the Licensee is a franchisee under a franchise agreement pertaining to the Licensee's

operations hereunder, the Licensee agrees to notify the SAA forthwith in writing of any cancellation

of such franchise agreement.

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4.17 PROHIBITED ACTIVITIES

(1) The SAA will not permit the parking of any rental vehicle by the Licensee within the main

public parking lots unless specific written authorization is provided by the President &

CEO.

(2) The Licensee acknowledges and agrees that all driving lanes and walkways must be kept

clear at all times for the efficient operation of the Airport. The Licensee shall ensure that its

rental vehicles and any other of its vehicles do not park in any such areas at any time. Any

vehicles which are so parked whether by the Licensee’s employees or customers will be

towed without notice at the Licensee’s expense which charges shall be paid to the SAA as

additional fees on demand.

ARTICLE 5

PREMISES, SERVICES AND IMPROVEMENTS

5.01 "AS IS" CONDITION

The Licensee accepts the Concession Space in an “as is” condition, and any improvements made by

the Licensee during the currency of this License to make the Concession Space suitable for its

operations hereunder, shall be at the risk and expense of the Licensee. The Licensee shall not

undertake any changes to the Concession Space unless the plans for such changes have been

approved by the President and CEO through the “Facility Alteration Permit” (FAP) process.

5.02 PREMISES

(1) The President and CEO may require that the Licensee install, at its cost, the Vehicle rental counter (“counter”) in the Building and any other fixtures or structures which may be required for the Licensee's operations therein. The installation of the counter and any other fixtures or structures shall be completed to the satisfaction of the President and CEO through the FAP process.

(2) The Licensee shall be responsible, at its cost, for the maintenance of the counter and any other fixtures or structures which may be required for the Licensee's operations therein; provided, however, that the decoration and general appearance of such counter and such other fixtures or structures shall be subject to the approval of the President and CEO through the FAP process.

5.03 ACCESS

The SAA shall have full and free access for inspection purposes during normal business hours and in

the presence of the Licensee or its representative to the Concession Space; it being expressly

understood and agreed, however, that in cases of emergency, the SAA shall at all times and for all

purposes have full and free access to the Concession Space.

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5.04 TEMPORARY SUSPENSION OF SERVICES

(1) Notwithstanding anything in this License contained, in the event that the SAA deems it necessary or expedient to suspend the Airport operations, the Licensee shall not have any claim or demand against the SAA and/or any of its employees, agents or contractor nor be entitled to any reimbursements, compensation or indemnity.

(2) Should it become necessary or expedient for the purpose of repairs and/or improvements on the Airport, that the property of the Licensee and/or the location of the Concession Space and Vehicle Parking be changed, the President and CEO may request the Licensee in writing to change such location; and on failure to promptly comply with such request, the President and CEO may remove the property of the Licensee without the SAA becoming thereby liable for damages of any nature, and may collect from the Licensee all expenses or costs by reason thereof. The Licensee, upon complying with such request may, if the President and CEO deems it expedient and the progress of the repairs and/or improvements is not thereby interfered with, maintain its property in such manner and at such other location on the Airport as the President and CEO may direct, the SAA bearing the expense of the removal and relocation. The SAA shall not be liable for any claim, demand, loss, cost or damages resulting to the Licensee from the maintenance of its property at such other location. At the conclusion of the repairs and/or improvements, the property of the Licensee may, if deemed expedient by the President and CEO, again be installed and maintained, at the cost and expense of the SAA, at the location from where it was removed.

(3) The Licensee shall not have nor make any claim or demand nor bring any action or suit against the SAA and/or any of its employees, agents or contractors for any damage which the Licensee may sustain by reason of temporary suspension, interruption or discontinuance in whole or in part from whatever cause arising in services supplied by the SAA to the Building.

5.05 APPROVAL OF ALTERATIONS AND UTILITY SERVICES

The Licensee shall not make any alterations to the Concession Space or facilities or services

connected therewith, or add any facilities or services, prior to receiving an approved FAP, duly

executed by or on behalf of the President and CEO. Upon receipt of the approved FAP, the Licensee

agrees to make the alterations at its cost, in accordance with the requirements, terms and conditions

specified in the FAP, and thereafter maintain the alterations at its cost and to the satisfaction of the

President and CEO.

5.06 FURNITURE, FIXTURES AND EQUIPMENT

The Licensee shall provide, install and maintain in the Concession Space such fixtures, furnishings

and equipment (the “equipment”) as may be required in connection with the operations conducted

in the Concession Space hereunder, and the Licensee shall also provide replacement of the

equipment, all at its cost and to the satisfaction of the President and CEO; provided, however, that

the Licensee shall submit to the President and CEO plans and specifications for approval prior to the

provision and installation of the equipment.

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5.07 CLEANING AND MAINTENANCE

The Concession Space and everything in and about it shall in all respects be kept clean, neat and in

good condition, in accordance with all federal, provincial and/or municipal environmental, health,

fire and police standards, codes or regulations, and the Licensee shall also be responsible for the

complete cleaning of the Concession Space including interior walls, carpets etc., and the interior and

exterior surfaces of all glass and entrance doors, all to the satisfaction of the President and CEO, it

being expressly understood that the President and CEO reserves the right to rule upon the cleaning

methods.

The SAA will only be responsible for the cleaning of the common hallway located behind the

Concession Space.

5.08 REFUSE DISPOSAL

The Licensee shall, at its cost, provide complete and proper arrangements for the adequate sanitary

handling and disposal away from the Airport of all trash and other refuse resulting from the

Licensee's operations hereunder, all to the satisfaction of the President and CEO. Piling of boxes,

cartons, barrels or other similar items shall not be permitted in any public area at the Airport nor in

the common hallway.

5.09 DRAINAGE SYSTEM

The Licensee shall not do, cause or permit to be done any act or thing which may damage or impair

the operation of any drainage system, sanitary sewer system, or any facility provided for the

protection of the general public or the operation of the Airport, all as determined by the President

and CEO.

5.10 DRAINAGE AND DISCHARGE OF MATERIAL

The Licensee shall not discharge, cause or permit to be discharged any deleterious material or

noxious, contaminated or poisonous substances (“such substances”), all as determined by the

President and CEO, and shall not discharge, cause or permit to be discharged such substances into

the sewer system, storm drain or surface drainage facilities at the Airport, it is understood and

agreed that in the event of a discharge of such substances in and under control of the Licensee, the

cost incurred in the clean-up to the satisfaction of the President and CEO shall be to the Licensee's

account.

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5.11 REASONABLE USE

The Licensee shall not during the currency of this License do, suffer nor permit to be done any act or

thing which may damage or impair the Concession Space or the Building beyond the damage

occasioned by reasonable use, and shall, at its cost, repair and renew in good, sufficient and

workmanlike manner all portions of the Concession Space or of the Building which may at any time

by the Licensee be damaged (ordinary wear and tear only excepted). In the event of the failure by

the Licensee to so repair and renew, the Licensee shall reimburse the SAA for all damages, costs and

expenses suffered or incurred by the SAA by reason of such damage or impairment, to the extent

the Licensee is liable therefor at law, plus such additional charge as may be applicable under the

policies of the SAA for administration and overhead, such payment to be made forthwith upon

receipt of appropriate accounts.

5.12 VESTING OF REPAIRS, ALTERATIONS, IMPROVEMENTS OR REPLACEMENTS

Any repairs, alterations, improvements or replacements (collectively “repairs”) made by the

Licensee to or upon the Concession Space which by their nature are determined to be fixtures shall

upon termination of this License, except and subject as in this License otherwise specifically

provided, be vested in title in the SAA without any compensation to the Licensee; nevertheless, the

SAA shall have the option of requiring or compelling the Licensee upon written notice, to remove

the repairs, and the Licensee shall be bound to so remove and shall restore the Concession Space to

its original condition, all at the cost of the Licensee and without any right on its part to seek

compensation for any reason whatsoever.

5.13 DANGEROUS GOODS

No goods of an explosive, dangerous, inflammable or noxious nature shall be stored in the

Concession Space except with the written consent of the President and CEO.

5.14 FIRE PREVENTION

The Licensee shall, at its expense, take all precautions to prevent fire from occurring in or about the

Concession Space and shall observe and comply with all laws and regulations in force respecting

fires at the Airport, and shall comply with all instructions given from time to time by the President

and CEO with respect to fires and the extinguishing of fires.

5.15 REPAIR OF DAMAGE

If at any time during the currency of this License any damage (ordinary wear and tear only excepted)

should be occasioned to the Building, or to any works of the SAA on the Airport by reason of the

Licensee's operations hereunder or any action taken or things done or maintained by virtue thereof,

then the Licensee shall, at its expense, within a reasonable time upon notice thereof from the

President and CEO given in writing, repair, rebuild and restore the building or works in good,

sufficient and workmanlike manner. In the event of failure by the Licensee to so repair, the President

and CEO may, at his option, repair such damage in which case the Licensee shall reimburse the SAA

for all costs and expenses connected therewith to the extent the Licensee is liable therefor in law

plus such additional charge as may be applicable under the policies of the SAA for administration

and overhead, forthwith upon receipt by the Licensee of appropriate accounts.

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5.16 PATTERN OF PASSENGER TRAFFIC, AIR TERMINAL BUILDING RENOVATIONS AND

RELOCATION OF VEHICLE READY PARKING

The Licensee acknowledges that the configuration of the building or the location of the vehicle

ready parking area may be in a state of flux during the currency of this License due to traffic shifts

and/or any parking or air terminal building renovation and expansion program, and that therefore

there can be no guarantee that the present pattern of passenger traffic adjacent to the counter

space or relocated premises, or any future pattern, will be permanent for all or any portion of the

term of this License. Because of construction, or for other reasons, the SAA may find it desirable

and in the best interests of the travelling public to make changes in the passenger traffic pattern and

erect temporary structures, walls or partitions. The Licensee hereby acknowledges and agrees that

it shall have no claim whatsoever against the SAA for any changes or disruptions that may be made

and/or arise as a result of any parking or air terminal building renovation and expansion program.

ARTICLE 6

ASSIGNMENT

6.01 ASSIGNMENT BY THE LICENSEE

(1) Subject to (2), no transfer or assignment of this License or any rights hereunder shall be made by the Licensee without the prior consent in writing of the SAA.

(2) No transfer or assignment will be permitted unless the transferee or assignee meets all requirements of the tender for the operation of the vehicle rental concession at the Airport including but not limited to those requirements concerning “Eligibility To Tender”.

6.02 ASSIGNMENT BY THE SAA AND SUBORDINATION

It is specifically understood and agreed that the SAA shall be entitled to assign, mortgage,

hypothecate or encumber its rights under this License, in whole or in part, and upon such

assignment, mortgage, hypothecary or encumbrance being executed by the SAA, and notice

thereof being given to the Licensee, this License shall be subordinated and subject to the

assignment, mortgage, hypothecary or encumbrance and, except in the event of default by the

Licensee as herein provided, shall not be cancelled, terminated or modified for any reason

whatsoever without the consent in writing of the assignee, mortgagee, hypothecary or other

secured creditor.

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The Licensee agrees that it will, whenever reasonably required by the SAA or the assignee,

mortgagee, hypothecary or other secured creditor, consent to and become a party to any

instrument permitting a mortgage, hypothecary or other encumbrance to be placed on the building

and lands wherein the Concession Space is situated, in order to formally subordinate this License to

the mortgage, hypothecary or other encumbrance. However, no subordination by the SAA shall

have the effect of permitting the holder of any mortgage, hypothecary or other encumbrance to

disturb the Licensee in its enjoyment of the Concession Space or to increase the sums payable as

stipulated in 3.01 so long as the Licensee shall comply with all the terms and conditions of this

License.

In the event of the sale, lease or disposition by the SAA of the Building or any part thereof, or the

assignment by the SAA of this License or any interest herein the Licensee shall attorn in writing to

the successor-in-interest, and to the extent that the purchaser, Lessee or assignee assumes the

covenants and obligations of the SAA, the SAA shall be relieved of all liability with respect to such

covenants and obligations.

ARTICLE 7

LIABILITY AND INDEMNITY

7.01 CLAIM OR DEMAND

The Licensee shall not have any claim or demand against the SAA and/or its employees, agents or

contractors for detriment, damage, accident, or injury of any nature whatsoever or howsoever

caused to any person or property, unless such damage or injury is due to the negligence of the SAA

and/or its employees, agents or contractors while acting within the scope of their duties or

employment.

7.02 INDEMNITY

The Licensee shall at all times indemnify and save harmless the SAA and/or its employees, agents

or contractors from and against all claims and demands, loss, costs, damages, actions, suits or other

proceedings, by whomsoever made, brought or prosecuted, in any manner based upon, occasioned

by or attributable to the execution of this License, or any action taken or things done or maintained

by virtue hereof, or the exercise in any manner of rights arising hereunder, except claims for

damages resulting from the negligence of any employees, agents or contractors of the SAA while

acting within the scope of their duties or employment.

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ARTICLE 8

INSURANCE

8.01 (1) The Licensee shall purchase, provide and at all times maintain during the currency

of this License:

a) comprehensive general liability insurance in an amount not less than

$5,000,000 per occurrence; and

b) public liability and property damage insurance in the amount of not less

than $5,000,000 on each Vehicle of the Licensee used in the service

provided hereunder,

against claims for personal injury (including death), or loss or damage to property arising out of the use of any Vehicle of the Licensee or any of the operations of the Licensee hereunder or arising out of an act or omission of the Licensee or any of its employees, agents or contractors, and shall purchase, provide and maintain other insurance coverage and increase limits as may be required by the SAA or any other competent authority.

(2) The Licensee shall cause each and every policy of the insurance to:

(a) provide for the SAA to be named as an additional insured on the

comprehensive general liability insurance and the public liability insurance;

(b) be primary to and non-contributing with any other insurance;

(c) provide subrogation claims by the insurer against anyone insured

thereunder. In addition, such insurance policy shall include the following

“Cross Liability” clause:

“The insurance afforded by this policy shall apply in the same manner, as though separate

policies were issued, to any action brought against any of the named insured by or on behalf

of any other named insured.”

(d) contain a “severability of interest” clause;

(e) contain a prohibition against cancellation or suspension or

material change that reduces or restricts the insurance except on

no less than 30-days' prior written notice to the SAA;

(f) be signed by the insurer or insurers responsible for the risks insured

against; and

(g) be in a form and with insurers satisfactory to the SAA.

(h) shall not contain an exclusion that removes coverage because the insured's premises or operations are located at an Airport.

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(3) The Licensee shall, prior to its effective date, deliver to the SAA a certificate of insurance of any policy of insurance and shall provide evidence that any such policy is in full force and effect. At least 10-days prior to expiry of each policy of insurance, the Licensee shall provide to the SAA evidence of renewal of such insurance. Delivery to and examination by the SAA of any policy of insurance or other evidence of insurance in no way shall relieve the Licensee of any of its obligations to insure in strict compliance with the provisions of this Article 8, and in no way shall operate as a waiver by the SAA of any of its rights.

(4) The Licensee shall not do nor omit to do or suffer anything to be done or omitted to be done on the Airport which will in any way impair or invalidate such policy or policies.

(5) Every policy shall contain a provision that 30-days written notice of cancellation or suspension shall be promptly given to the President and CEO.

ARTICLE 9

DEFAULT AND RE-ENTRY

9.01 DEFAULT AND RE-ENTRY

(1) It is expressly agreed that:

(a) if the Licensee shall be in default in the payment of any sums collectable hereunder,

whether lawfully demanded or not, and such default shall continue for a period of

15-days after receiving notice from the SAA of such default;

(b) if the Licensee shall be in default of any of its covenants or agreements hereunder

(other than its covenant to pay the sums collectable hereunder) and such default

shall continue for a period of 30-days (or such longer period as may be reasonably

necessary to cure default considering the nature thereof) after notice by the SAA to

the Licensee specifying with

reasonable particularity the nature of such default and requiring it to be remedied;

(c) if the default set out in the notice given to the Licensee by the SAA pursuant to (b)

reasonably requires more time to cure than the 30-day period referred to in that

paragraph and the Licensee has not commenced curing the default within the 30-

day period or, in the opinion of the SAA fails to diligently complete curing the

default within a reasonable time; or

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(d) if the Licensee shall make an assignment for the benefit of its creditors, or shall

make an assignment or have a receiving order made against it under the Bankruptcy

and Insolvency Act, or becoming bankrupt or insolvent, shall make application for

relief under the provisions of any statute now or hereafter in force concerning

bankrupt or insolvent debtors, or any action whatsoever, legislative or otherwise

shall be taken with a view to the winding-up, dissolution or liquidation of the

Licensee;

then the current month's amount collectable hereunder together with the amounts of the three months next ensuing shall immediately become due and payable, it being understood that these payments shall not constitute payment on account of the sums that would have come due and payable in the 3 months next ensuing. At the option of the SAA the term hereby granted shall become forfeited.

(2) Forfeiture of this License by the Licensee shall be wholly without prejudice to the right of the SAA to recover arrears of the amounts collectable hereunder or damages for any antecedent breach of covenant by the Licensee, and notwithstanding any such forfeiture, the SAA may subsequently recover from the Licensee damages for loss of amounts collectable hereunder suffered by reason of this License having been terminated prior to the end of its term as set out in 2.01, and this clause and the rights hereunder shall survive the termination of this License whether by act of the parties or by operation of law.

9.02 LIEN The SAA shall have a lien upon the Moveable Property of the Licensee for any loss or damage arising

by reason of the breach of any of the conditions or provisions hereof, or the failure by the Licensee to comply therewith.

ARTICLE 10 GENERAL

10.01 AGENCY, ETC. The parties hereto specifically agree that nothing in this License shall be construed to establish any

partnership, joint venture or relationship of agent and principal as between the SAA and the Licensee herein.

10.02 HEADINGS Any note appearing as a heading in this License has been so inserted for convenience and reference

only and of itself cannot define, limit or expand the scope or meaning of this License or any of its provisions.

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10.03 DIFFERENCES All matters of differences arising between the SAA and the Licensee in any matter connected with

this License, whether as to interpretation or otherwise, shall be determined by the SAA but without prejudice to any recourse available to the Licensee at law.

10.04 BRIBES The Licensee hereby confirms that it has not, nor has any person on its behalf, given, promised or

offered to any official or employee of the SAA for or with a view to obtaining this License, any bribe, gift or other inducement and that it has not, nor has any person on its behalf, employed any person to solicit or secure this License upon any agreement for a commission, percentage, brokerage or contingent fee.

10.05 EFFECT OF LICENSE This License and everything herein contained shall enure to the benefit of and be binding upon the

successors and permitted assigns, as the case may be, of each of the parties hereto, subject to granting of consent by the SAA as provided herein to any assignment or transfer of this License, and where there is a male, female or corporate party, the provisions hereof shall be read with all grammatical changes to gender and number required by the context and all covenants and obligations shall be deemed joint and several, and the invalidity of any clause for any reason whatsoever shall not invalidate

any other clause of this License or shall restrict the ability of the SAA to transfer or assign its interests

herein.

10.06 PROVISIONS SEPARATELY VALID

If any covenant, obligation, agreement, term or condition (collectively “condition”) of this License

or the application thereof to any person or circumstances shall, to any extent, be invalid or

unenforceable, the remainder of this License or the application of such condition to persons or

circumstances other than those in respect of which it is held invalid or unenforceable, shall not be

affected thereby and each condition of this License shall be separately valid and enforceable to the

fullest extent permitted at law.

10.07 ENTIRE AGREEMENT

This License shall be deemed to constitute the entire agreement between the SAA and the Licensee

with respect to the subject matter hereof and shall supersede all previous negotiations,

representations, and documents in relation hereto made by any party to this License.

10.08 WAIVER NEGATED

Failure by the SAA to require the fulfilment of the obligations, or to exercise any rights herein

contained shall not constitute a waiver, a renunciation or a surrender of those obligations or rights.

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10.09 NO IMPLIED TERMS OR OBLIGATIONS

No implied terms or obligations of any kind by the SAA shall arise from anything in this License, and

the express covenants and agreements herein made by the SAA are the only covenants and

agreements upon which any rights against the SAA may be founded.

10.10 GOVERNING LAW

This License shall be governed by and construed in accordance with the laws of the Province of

Saskatchewan and the laws of Canada applicable therein. The parties agree to attorn to the

jurisdiction of the courts of Saskatchewan.

ARTICLE 11

NOTICES

(1) Whenever in this License it is required or permitted that notice or demand be given or served by

either party to or on the other, such notice or demand will be in writing and will be validly given or

sufficiently communicated if personally delivered, given by facsimile transmission (and confirmed

by mail), or sent by courier, priority post or registered mail,

return receipt requested, to the SAA or the Licensee, as appropriate, at their respective addresses

appearing as follows:

To the SAA: Saskatoon Airport Authority

President and CEO

Saskatoon John G. Diefenbaker International Airport


Saskatoon, Sask. Canada S7L 7L1

PH: 306-975-4274 Fax: 306-975-4233

To the Licensee: ____________________________________

____________________________________

____________________________________

____________________________________

____________________________________

Attention: ____________________________

Phone: _______________Fax: ______________

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Notices given hereunder shall be deemed given to the SAA or Licensee on the date upon which they

were personally delivered or, if sent by facsimile transmission, 24-hours after transmission with

confirmed answer-back or, if mailed, 5-days after mailing.

(2) Such addresses may be changed from time to time by either party giving notice to the other as

above provided.

ARTICLE 12

GROUND LEASE

12.01 GROUND LEASE COVENANT

The Licensee hereby covenants that they will perform and observe all the covenants on the part of

the SAA under the provisions of the Ground Lease other than the covenant to pay rent thereunder

and other than covenants relating to the premises other than these sub-premises, and will keep the

SAA indemnified against all actions, expenses, claims and demands in respect of such covenants

except as aforesaid.

12.02 GROUND LEASE TERMINATION

Upon the termination of the Ground Lease for whatsoever reason and provided that each of the

following conditions exist:

(1) the termination of the Ground Lease is not in any manner disputed;

(2) the SAA has yielded up vacant possession to the Lessor (the Department of Transport) of

the Lease area;

(3) the Sub-Leases immediately preceding the termination of the Ground Lease are in full force

and effect and the Sub-Lessees at the termination of the Ground Lease were not, or are not,

in default or breach of their respective Sub-Leases;

(4) the Lessor is not legally prohibited by reason of defect in title, adverse possession, or

otherwise from fulfilling the terms of any of the Sub-Leases.

the Sub-Leases then in full force and effect shall be deemed to have been assigned to the Lessor,

thereby creating a new Lessor/Lessee relationship under the terms and conditions of the respective

Sub-Leases as the case may be; provided, however, that the Lessor reserves the option to amend

the new Lease therein created from time to time in accordance with policy or policies in effect at

that time.

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In Witness Whereof the SAA and the Licensee have caused this License to be executed by their duly

authorized officers in that behalf as of the day and year first above written.


________________________________________

c/s

________________________________________

For the Licensee

_________________________________________

c/s

_________________________________________

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APPENDIX “A”

DEFINITION OF GROSS REVENUE

1. In this License, gross revenue means the total revenue derived from all rental contracts opened or

entered into from the Airport air terminal building and/or at any other property located on the

Airport, regardless of where the reservation, rental, or the delivery or possession of said vehicle is

made and shall also include, but not be limited to, reservations made through airlines, other

operators or travel agencies, or by way of telephone, computer or any other means of

communication where the delivery or possession of said vehicle is made on any property located on

the Airport all as reported by the Licensee to the satisfaction of the SAA.

For purposes of illustration only, the following are the most common types of charges normally

found in Vehicle rental contracts:

(1) Charges assessed on a “per kilometre” basis;

(2) Fixed rental charges imposed on a time basis (hourly, daily, monthly, yearly);

(3) Charges commonly referred to as “drop-off charges” or “inter-city fees”;

(4) Charges for all types of insurance coverage including Collision Damage Waiver Charges;

(5) Charges for “accessories” or “additional features”, which include but are not limited to air conditioning, roof racks, cellular telephones including air time (but does not include charges for child- and infant-restraint systems, if any); and

(6) Commissions received by the Licensee from the suppliers of accessories,

including but not limited to commissions received from the suppliers of cellular

telephones, whether or not charges for the rental and use of such telephones are

assessed by the Licensee.

(7) The selling of gift certificates; and

(8) Any fees or charges imposed on customers as a recovery by the Licensee of any

fees paid to the SAA.

2. The Licensee may reimburse customers for expenses, such as maintenance and tire repairs. Such

credits are not to be deducted when determining the gross revenue of the contract. See Section 7

relative to gasoline supplied by the Licensee or purchased by the customer.

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3. Allowable deductions in the determination of gross revenue are as follows:

(1) All sales and goods and services taxes at the retailer level, the amount of which is determined by the amount of sales made and which is required to be collected and accounted for to any federal, provincial or municipal authority.

(2) Where a commercial discount is applied to a contract, such discount will be taken into consideration and deducted from the gross revenue.

(3) Moneys received from customers as reimbursement to the Licensee for damages caused to a Vehicle by accident or mishap do not form part of the gross revenue where such charges have been added to or included in the contract.

(4) Charges in the Vehicle rental contract which the customer has requested

the Licensee to pay on the customer's behalf and for which payment is

recovered at the time the rental contract is settled or closed, will be

referred to as “Third Party Charges”. Third Party Charges as shown in the

contract will not be considered as part of gross revenue for the purposes of

calculating sums reserved under this License. An example of a Third Party

Charge is the payment of a parking ticket on behalf of a customer.

(5) Where a service call is made by a customer to the Vehicle rental location,

the service call charges will be allowable deductions in the determination

of gross revenue. Example: A customer loses the keys for a rented Vehicle

and phones the Licensee to obtain a duplicate set.

4. Losses from bad debts are considered to be a normal business expense and shall not be deducted

from gross revenue.

5. Vehicle rental locations at Airports, in addition to renting their own Vehicles, frequently rent

Vehicles situated at an Airport but which are owned by another location. The Vehicle rental

locations in these circumstances split or share the revenue derived from such contracts in what is

known as a “rent-back”, “send-back” or “shared revenue” arrangement. For the purpose of

calculating the sums reserved under this License, the entire revenue from the contract is to be

included in the gross revenue and reported to the SAA.

6. A Vehicle leased at the Airport may be exchanged for another Vehicle held at some other location.

Where there is no break in the service supplied by the Licensee, the total revenue from both Vehicles

is considered as part of the original contract written at the Airport and included in the gross revenue.

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7. With respect to gasoline supplied by the Licensee or purchased by the customer, the following types

of contracts are known to prevail:

(1) Contracts where the customer bears the cost of gasoline. Under these contracts the charges by the Licensee to top up the tank are not to be included when determining the gross revenue; and

(2) Contracts for rental and mileage with gasoline included or prepaid. Under these contracts the customer is reimbursed for gasoline purchased during the term of the contract. Such credits or reimbursements to the customer are not to be deducted when determining the gross revenue.

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APPENDIX “B”

REVENUE REPORTING SYSTEM

The Licensee must comply with the following revenue reporting instructions. Failure to comply will be

regarded as a breach of this License with the SAA.

The Licensee must:

(1) Report as gross revenue and pay on all rental agreements opened or entered into at the said

Airport, the fees specified in the License. Payment shall be in the month that the rental agreement

is closed.

(2) Report as gross revenue and pay the fees specified in the License on all rental agreements

entered into by the Licensee with customers coming from the Airport regardless of the location

of the delivery of the rental vehicle.

NOTE: These include agreements for which an advance reservation made for a vehicle

was to be picked up at a Saskatoon location other than the Airport.

(3) Complete a Concession Revenue and Payment Report, or a form acceptable to SAA. annexed

hereto, every month during the term of the License.

(4) Submit the Concession Revenue and Payment Report and sums, or a form acceptable to SAA, to

the President and CEO on or before the 20th day of the succeeding month.

(5) Concession Revenue and Payment Report, or a form acceptable to SAA, must be signed by a

responsible authorized representative of the Licensee.

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A. 0.00

B. 0.00

C. 0.00

D. 0.00

E. 0.00

F. 0.00

G. 0.00

H. 0.00

1)

CURRENT MONTH REVENUES

2)+3) 0.00

4) 0.00

5) 0.00

6) 0.00

7) 0.00

8) 0.00

9) 0.00

10) FEE AT: % 0.00

11) GUARANTEE PRO-RATED OVER ELAPSED TIME 0.00

12) FEE PAID TO THE END OF REPORTING MONTH

13) 0.00

14) 0.00

15) 0.00

16) 0.00

17) 0.00

AUTHORIZED REPRESENTATIVE: ______________________________

DATE: _________________________

QST DUE ON BALANCE

TOTAL CONCESSION FEE REQUIRED TO PAY

ACCUMULATED GROSS REVENUE TO DATE

A. AMOUNTS PAID FIRST OF REPORTING MONTH

B. CONCESSION FEE CALCULATION FOR REPORTING MONTH

C. RENTAL AGREEMENT INFORMATION

ACCUMULATED GROSS REVENUE PREVIOUSLY REPORTED

TOTAL AMOUNT PAID FIRST OF REPORTING MONTH

Drop off Charges

Loss Damage Waiver Charges

Other Insurance Charges

All Other Charges/APO Fee/FTP Tax/VLF/AIR TAX

TOTAL GROSS REVENUE FOR THIS MONTH

Time and Kilometre Charges

COMPANY:

1/12 OF THE ANNUAL MINIMUM GUARANTEE

COUNTER AND OFFICE SPACE RENTAL

FEE REQUIRED TO PAY

UTILITIES

SUB TOTAL

GST

SUB TOTAL + GST

QST

GST DUE ON BALANCE

CONCESSION FEE + GST

SASKATOON AIRPORT AUTHORITY

CONCESSION REVENUE AND PAYMENT REPORT

LICENSE NO. REPORTING MONTH/YEAR

Total No. of R.A.s Opened and Closed

This MonthSerial No. of First R.A. Used This Month

Serial No. of Last R.A. Used

This Month

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APPENDIX “C”

VEHICLE RENTAL OFFICE AND COUNTER LOCATIONS

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APPENDIX “D”

VEHICLE PARKING SPACES

REQUEST FOR TENDER - Vehicle Rental Concession.pdf2.1.8 “Tender” is the response by a Tenderer...

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