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					                      CHICAGO O’HARE INTERNATIONAL AIRPORT
           REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
                       MANICURE SERVICES CONCESSION


                                           Addendum #2
                                          February 3, 2009


             This Addendum is intended to modify the Request for Proposals to
             Lease, Develop and Operate a Manicure Services Concession at
             Chicago O’Hare International Airport (“RFP”) dated December 18,
             2008, as amended by Addendum #1 dated December 22, 2008.
             Unless otherwise defined herein, capitalized terms have the same
             meaning as in the RFP. In the event of a conflict between the RFP,
             Addendum #1 and this Addendum #2, Addendum #2 controls.


A.    Pre-Proposal Meeting
     A non-mandatory, pre-proposal meeting was held on January 8, 2009. A short presentation was
     handed out at the meeting, a copy of which is attached to this Addendum. A list of attendees follows:

                  Attendee                          Company                       Email Address
      Le Thi Trinh                       Sunny Nails & Spa                  lethitrinh@gmail.com
      Jonathan Le                        Sunny Nails & Spa
      Jianping Fu                        Healing Care
      George Salicos                     Healing Care                       georges4848@yahoo.com
      Tonja Pastorelle                   Pastorelle Marketing Group         t.pastorelle@comcast.net
      Dominga Cortes Johnson             Mi Spa Day Spa                     dominga@mispachicago.com
      Debra Ray                          Mi Spa Day Spa
                                                                            dlray59@sbcglobal.net
      Soo Ja Kim                         Spa Nail City
                                                                            kangbum74@hotmail.com
      Cinthia Garcia                     Hairstudio at Hilton O'Hare
                                                                            cinthiasstudio@yahoo.com
      Eric Kicherer                      Eric Kicherer
                                                                            erickicherer@gmail.com


B. Prior Requests for Proposals
     The City has, at various times in the past, issued other requests for proposals offering
     substantially the same concessions as this RFP. Please be advised that all such previous
     requests for proposals have been cancelled and all responses to these requests for proposals
     have been rejected. The terms and conditions of this RFP supersede all previous requests for
     proposals.




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                    CHICAGO O’HARE INTERNATIONAL AIRPORT
           REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
                       MANICURE SERVICES CONCESSION


                                             Addendum #2
                                            February 3, 2009


C.    Questions Submitted by Prospective Respondents
     1.    The RFP indicates a 90 day period in which to open, can this happen more quickly?
           The Selected Respondent is encouraged to open as expediently as possible.
     2.    The RFP indicates that the store is delivered to the Tenant in “as is” condition. Does this
           mean that we will need to remove shelving, etc.?
           All demolition, design and construction are the responsibility of the Selected Respondent.
     3.    Are union workers required for construction?
           Yes, union workers are required at the Airport.
     4.    Since electricity and water are nearby, can the $100,000 investment be negotiated?
           If your plan varies from the requirement of the RFP, please specify this in the “Exceptions”
           portion of the proposal.
     5.    Can we receive a copy of the Tenant Design and Construction Manual?
           The Tenant Design and Construction Manual will be made available to the Selected
           Respondent.
     6.    Is there a fee for the 3-day DCAP training for self certification?
           Contact the Department of Buildings at 312-744-8670 for information about upcoming classes.
     7.    Does the required minimum investment include investment in ventilation?
           The minimum investment includes all leasehold improvements. See D.5 of the RFP for more
           detail.
     8.    Who is responsible for the Facility designs for the Concession? If the tenant is responsible,
           will they be able to use their own team of facility designers?
           The Respondent is responsible for the design of the facility, within City guidelines, and may
           use an architect of their choosing.
     9.    What are the exact dimensions of the space, including height?
           The Selected Respondent is responsible for obtaining information on existing conditions,
           including exact dimensions. For the purposes of inclusion in proposals, Respondents are
           requested to provide conceptual design plans that do not require exact dimensions. Dimensions
           are included in the Lease Outline Drawing shown in Attachment F of the RFP.
     10.   Are we required to provide bathrooms for customer or employee use?
           No.




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      REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
                  MANICURE SERVICES CONCESSION


                                         Addendum #2
                                        February 3, 2009


11.   Can we gain access to have our architects inspect the premises?
      The architects of the Selected Respondent will be able to inspect the premises after award of the
      concession.
12.   Will electricity exist to the location?
      No electricity will exist to the location. The City will allow the Selected Respondent to deduct
      the actual cost of bringing electricity to the space from the first month(s) Minimum Annual
      Guarantee up to $6,000.
13.   Is water/sewer and hot water provided by the City?
      Water and sewer utilities are nearby. The Selected Respondent is responsible for bringing
      utilities to the location and installing a water meter and a hot water tank along with all other
      plumbing modifications. The Selected Respondent is responsible for all water use fees.
14.   What other fuels exist that are the responsibility of the Tenant?
      The Selected Respondent is responsible for electricity, water and sewer. If the Selected
      Respondent chooses to install natural gas, this also is the responsibility of the Selected
      Respondent.
15.   Can Manicure Service sell product?
      Proposed products should be included in the proposal. Products must relate directly to the
      primary business as specified in the RFP.
16.   Can the Manicure Service provide eyebrow and makeup services?
      The intent of this RFP is to provide only manicure and pedicure services. If eyebrow and
      makeup services are an essential portion of the business plan, they should be noted in the
      Manicure Concession Plan and Exceptions sections of the proposal.
17.   Can the Manicure Service provide water to its customers?
      Water may not be sold by the Selected Respondent. The Selected Respondent may give water
      to the customers and should include this in the Manicure Concession Plan section of the
      proposal.
18.   Can a massage chair be used for pedicures? Can services include massage of hands or feet
      when it is included with the manicure or pedicure? Can we provide massage services? Can we
      provide foot massage, facials or reflexology?
      Massage that is typically included in as part of a manicure or pedicure will be allowed. A
      description of the service should be included in the proposal. Massage services unrelated to
      manicure and pedicure are not intended for this RFP.




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      REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
                  MANICURE SERVICES CONCESSION


                                        Addendum #2
                                       February 3, 2009


19.   Does manicure service include all nail services such as acrylic, gel, and artificial nails?
      Yes, the Selected Respondent may provide full manicure and pedicure services. A description
      of all services should be included in the Manicure Concession Plan section of the proposal.
20.   How do the contractors enter the terminal to work on the location?
      Contractors are required to obtain City-issued security identification and enter through specific
      checkpoints.
21.   How much time does it take for an employee to go through the TSA background check? When,
      where and how long does the security training take? Is there a fee associated with the
      employee background check?
      The security identification badging process at the Airport, including related training and
      background check, takes approximately two weeks. At this time, there is no fee. Lost badges
      are subject to fines.
22.   Can we extend business hours beyond those required by the RFP? How many days did the
      Commissioner require businesses to remain open beyond the required hours? Have any
      businesses remained open 24 hours/day? Can I set my own business hours?
      The required hours of operation are 5 a.m. to 10 p.m. Concessions may operate additional
      hours and some concessionaires choose to remain open 24 hours/day during the winter months.
      The Commissioner traditionally requires a number of food and beverage locations to remain
      open when there are stranded passengers in the Airport.
23.   How is trash disposed?
      The Concessionaire brings trash to various compactors throughout the Airport.
24.   Is there a charge for parking?
      A number of parking options exist for employees at monthly rates that range from $100/month
      to $350/month. Employees with monthly parking passes may enter and leave the parking lot as
      frequently as they wish. Public transportation is also available to the Airport.
25.   How do you get supplies into the terminal?
      Everything that enters the secured portion of the Airport goes through security screening at
      vendor checkpoints.
26.   Is there storage space available?
      Storage space is extremely limited. For the purposes of this RFP, please assume that there is no
      additional storage space.




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      REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
                  MANICURE SERVICES CONCESSION


                                       Addendum #2
                                      February 3, 2009


27.   How does the pricing policy work? Does the airport pricing need to match the Tenant’s non-
      airport location(s)?
      Value pricing is determined by considering the pricing of similar goods or services at
      Benchmark Stores. If the Selected Respondent currently operates other similar locations in the
      downtown area of the city of Chicago, these will be considered Benchmark Stores. For the
      purposes of value pricing, the “city of Chicago” is defined to be “the area bounded by Congress
      Expressway on the South, North Avenue on the North, Lake Michigan on the East, and
      Franklin Street on the West.” If the Selected Respondent does not operate locations in the “city
      of Chicago” as defined above, other Benchmark Stores will be determined by the City and the
      Selected Respondent. The Selected Respondent may price the goods and services at the Airport
      no higher than the pricing at Benchmark Stores. Pricing is evaluated annually.
28.   Are the premises subject to a county leasehold tax? Do you know what the previous tenant
      paid for County property tax? What is the County tax?
      The premises are subject to Cook County leasehold tax. Contact the Cook County Treasurers
      office for information about property taxes.
29.   Does the Tenant pay rent during the 90 day design and construction phase?
      No. The lease specifies rent to begin on the “Date of Beneficial Occupancy” which is defined
      in Section 3.2 of the sample lease.
30.   Do you know what the Distribution Fee will be?
      The City is evaluating the use of a centralized distribution center.       No distribution fees
      associated with it have been estimated.
31.   Other than the fees indicated in the RFP, what fees are there to do business at the Airport?
      Any business license fees associated with doing business in the City of Chicago also apply to
      businesses at the Airport.
32.   Does the Tenant pay for heating, air conditioning and maintenance?
      Basic heating and air conditioning are provided by the Airport. Any additional heating, air
      conditioning or ventilation is the responsibility of the Selected Respondent. All maintenance of
      the space is to be performed by the Selected Respondent.
33.   Explain the exact definition of Minimum Annual Guaranteed Fee (MAG) vs. the License Fee vs.
      Concession Fee? How is it calculated and can you provide an example of this calculation? Is
      MAG paid monthly? We understand the license fee to be an arbitrary minimum annual
      guaranteed fee which we would propose or a percentage rent calculation, whichever is greater.
      Is this correct?
      The License Fee is proposed by the respondent. The “Concession Fee” and “License Fee” are
      used interchangeably. The “License Fee” is the greater of the Minimum Annual Guarantee Fee
      (MAG) and the Percentage Fee. MAG is an annual amount proposed by the respondent. It is


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                  MANICURE SERVICES CONCESSION


                                       Addendum #2
                                      February 3, 2009


      paid in monthly installments. The respondent also proposes a percentage rate.          For the
      purposes of an example only, please see below:
      EXAMPLE:
      If the Minimum Annual Guarantee is $100,000 and the Percentage Fee Rate is 10%, then two
      examples of the amount payable are as follows:
      If sales for the year are $900,000, the amount due as a percentage of sales would be $90,000
      ($900,000 * 10% = $90,000). However, since the Selected Respondent pays the greater of the
      Minimum Annual Guarantee or the percentage of sales, the Selected Respondent pays $100,000
      for the year.
      If sales for the year are $1,100,000, the amount due as a percentage of sales would be $110,000
      ($1,100,000 * 10% = $110,000). The Selected Respondent pays $110,000 for the year, since
      this is the greater of two amounts.
      The License Fee is one component of the compensation to the City. Please see Section D of the
      RFP for the additional components.
34.   Payment of percentage rents is not typical in this service industry will the respondent be
      penalized for not including percentage rents in the proposal?
      Proposed compensation to the City – including both MAG and Percentage Fee – is one of the
      evaluation criteria. If a respondent does not include a Percentage Fee in its proposal, it may
      receive a lower score on the compensation evaluation criterion.
35.   To clarify, we understand the compensation in the RFP requires payment of Base Rent of
      $45.00 per sf x 500 sf for an annual payment of $22,500 (with annual 3% escalations) plus, a
      “license fee”?
      Yes. Please see further description of the License Fee above.
36.   What happens to the obligations in the agreement should an extraordinary event occur such as
      the death of a principal or catastrophic event in the world?
      All obligations of the Agreement continue in accordance with the terms of the Agreement.
37.   What happens after the end of the five year lease term?
      The term of the agreement expires on the fifth anniversary of the Date of Beneficial
      Occupancy. The City may, at its sole discretion, extend the Term up to two additional years.
      At the end of the term, the location will be rebid through the RFP process.
38.   Do you need to be ACDBE certified at the time of the proposal submission? If not certified, is
      the Respondent automatically disqualified from consideration?
      The RFP requires the ACDBE participant be certified at the time of the proposal or show
      evidence of good faith efforts to meet the aspirational goal. Please note that submission of an




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                  MANICURE SERVICES CONCESSION


                                       Addendum #2
                                      February 3, 2009


      application for ACDBE certification, in the absence of other efforts, does not constitute good
      faith efforts. See Section D.7 and Attachment N of the RFP for more information.
39.   Does the 30 percent aspirational goal refer to 30 percent of the respondent’s business or 30
      percent of all businesses located at the Airport?
      The 30 percent aspirational goal is specific to this RFP and therefore refers to the respondent’s
      business. For additional information about ACDBE participation, please see Attachment N of
      the RFP.
40.   Is it difficult to apply for ACDBE? What is the current time period that it takes to become
      certified?
      Contact the Department of Procurement Services at (312) 742-0766 for information regarding
      the certification process.
41.   What is provided for the marketing fee?
      The Marketing Fee funds concession program marketing activities and events including
      production and installation of directories, the concessions holiday program, and other
      promotional programs.
42.   Do you have any market research for manicure services in the Airport? How did the City
      determine that it desires a manicure service?
      The City does not have market research for manicure services at the Airport. The City is alert
      to trends in the airport industry and determined manicure and pedicure to be desirable services
      to provide passengers at the Airport.
43.   Can you do your own marketing? Can you give a client a brochure for your business outside of
      the airport? Can you advertise on the concourse with fliers or handouts?
      The Selected Respondent is encouraged to market the business. The Selected Respondent may
      promote locations outside of the airport. At this time, fliers and handouts cannot be distributed
      outside of the assigned location. Advertising in the Airport outside of the location is available
      through Clear Channel.
44.   Can you submit other forms of media with your proposal?
      Yes, other forms of media are acceptable in addition to the submission requirements set forth in
      the RFP.
45.   How do we deliver the proposal?
      The proposal may be delivered through any means the respondent chooses, including hand
      delivery.
46.   Is there any consideration given to local merchants?
      While the City desires to provide business opportunities to local merchants, preference is not
      given to local merchants in the evaluation criteria. Rather, the evaluation criteria include


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                                       Addendum #2
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      consideration for the extent of local, national and regional branding and the presentation of
      Chicago concepts, themes and products. See Section G of the RFP for Evaluation Criteria.
47.   Is there a list of previous respondents to the RFP?
      Information about previous respondents may be obtained through the Freedom of Information
      Act (FOIA).
48.   There was a kiosk in the previous RFP, will there be other manicure services in the airport?
      At this time, another Manicure Service location is not being considered. The City reserves the
      right to designate other locations for Manicure Services at any time. The Selected Respondent
      will not be granted an exclusive use.
49.   Request for More Time. We respectfully request an extension of the Due Date for submitting
      the RFP response. The request is made for the following reasons, each of which we hope you
      will find worthy:
             More time will be useful for proponents to ensure that they have achieved proper
              ACDBE certification and participation by the Due Date. Particularly in light of the
              new Joint Venture guidance, an extension of time will enable proponents to ensure that
              their paperwork and agreements are in order for proper ACDBE participation. An
              extension of the Due Date would further the goal of maximizing participation in the
              RFP process.
             The present Due Date falls in the middle of the week following the President’s Day
              holiday. This is traditionally a week that children have off from school, and is one of
              the few times during the school year that parents are able to spend quality time with
              their kids. As a result, having the Due Date fall during a holiday week poses a
              hardship.
             It should also be noted that the annual Airport Revenue News industry conference is
              scheduled for February 15-17, 2009 – immediately prior to the Due Date. Many
              proponents will likely be attending this conference, further reducing the time available
              to produce the best possible RFP response.
      For these reasons we request an extension of one (1) month, but truly even an extension of two
      or three weeks would be helpful. Thank you for your consideration.
      The Department of Aviation is not extending the deadline for the RFP responses.
50.   Differences from 2008 RFP. We note that this RFP is similar in many respects to the manicure
      services RFP that was issued on March 13, 2008 and subsequently withdrawn. However we
      did notice certain differences which we would like to clarify. Would you kindly discuss the
      rationale underlying the following changes from the earlier RFP:
             We note that the new Base Rent is listed as $45.00 per square foot (as opposed to
              $43.50 per square foot in the earlier RFP). We assume this simply reflects a regular



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                                            Addendum #2
                                           February 3, 2009


                   annual increase to this amount, but would you please confirm it is not a typographical
                   error.
                  Similarly, we note that on page 26 of the instructions, two sets of Financial Statements
                   must now be provided in a separate envelope from the main proposal package. Is the
                   purpose of this to maintain confidentiality? If so, are there other parts of the Proposal
                   that will remain confidential? Would you kindly share the rationale behind this
                   change.
                  We note that the Evaluation Criteria have changed from the prior RFP. Experience
                   and Qualifications and the Management and Operations Plan have been de-
                   emphasized in importance. Conversely, the importance of the Concession Plan and
                   Compensation to the City have been enhanced. Would you be able to explain the
                   rationale for this change? For example, might proponents now conclude that the rent
                   they are able to pay exceeds the experience they offer – as opposed to a year ago,
                   under the terms of the prior RFP? Any clarification would be helpful in allowing
                   proponents to produce the best possible RFP response.
           Please see Item B above. The change in proposal requirements to submit only two copies of the
           respondent’s financial statements is intended to simplify the proposal process. Please note that
           proposals are subject to disclosure in accordance with state and local ordinances.
     51.   Lease Objections. We note that, unlike the 2008 Manicure Services RFP, proponents are now
           asked to list any exceptions they have to the draft lease document. Will the number or nature of
           lease exceptions “count against” the proponents in your evaluation?
           The City will consider all exceptions in its evaluation of a respondent’s proposal, but is not
           obligated to accept any such exceptions or proposed modifications. If a Respondent and the
           City are unable to resolve any exceptions to the mutual satisfaction of both parties, the City
           reserves the right to reject said Respondent’s proposal and award the concession to another
           respondent.

D.    Additional Addenda
     The City reserves the right to issue one or more future addenda that may further modify the terms and
     conditions of the RFP. The City advises prospective respondents to frequently check the website
     www.flychicago.com (under the “Doing Business” and “Concession Opportunities” links) for any
     addenda that may be issued.




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REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
            MANICURE SERVICES CONCESSION


                                    Addendum #2
                                   February 3, 2009



     Chicago O’Hare International Airport




     Manicure Services Concessions
     Pre-Proposal Meeting
     January 8, 2009




                                                            City of Chicago
                                                            Department of Aviation
                                                            Richard M. Daley, Mayor
                                                            Richard L. Rodriguez, Commissioner




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REQUEST FOR PROPOSALS TO LEASE, DEVELOP AND OPERATE A
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                                    Addendum #2
                                   February 3, 2009



     Chicago O’Hare International Airport

     Pre-Proposal Meeting Agenda

         Welcome
         Program Goals
         Concession Opportunity
         Questions & Answers
         Tour




                                                            January 8, 2009
                                                                          2




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                                    Addendum #2
                                   February 3, 2009



     Chicago O’Hare International Airport

     Program Goals

         Provide High Quality Services and Products
         Provide First-Class Service
         Promote High Quality Facility Designs
         Promote Fair Price/Value Relationship
         Promote “Chicago Character”
         Maximize Customer Satisfaction
         Provide Opportunity for Local Businesses
         Enhance Image of Airport and City
         Optimize Revenues to the Airport

                                                            January 8, 2009
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                                    Addendum #2
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     Chicago O’Hare International Airport

     Concession Opportunity

         Use
             Manicure Services
               • Manicures
               • Pedicures
               • Limited Selection of Nail-Care Products
             Exclusions
               • Massage
               • Other Spa-Type Services
         Anticipated Term
             Summer 2009 through Summer 2014
         One Location
             Terminal 3 – Concourse H/K


                                                            January 8, 2009
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                                     Addendum #2
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     Chicago O’Hare International Airport

     Terminal 3




                           PACKAGE #3
                       MANICURE SERVICES
                        SPACE T3HK.U.07.C
                            500 SQ. FT.




                                                            January 8, 2009
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                                    Addendum #2
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     Chicago O’Hare International Airport

     Concession Terms

         5-Year Term
         Rent / Concession Fee
             Base Rent: $45.00 psf
             Concession Fee:
                 • Proposed Percentage of Sales
                 • Proposed Minimum Annual Guarantee
         Other Fees
             Marketing Fee: 0.5% of Sales
             Distribution Fee
         Initial Investment
             Minimum Investment > $200 psf
             Tenant Provides Ventilation Equipment
         ACDBE Participation Goal: 30%
                                                            January 8, 2009
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                                    Addendum #2
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     Chicago O’Hare International Airport

     Tentative Schedule

      12/18/08              Issue RFP
      1/8/09                Pre-Proposal Meeting
      1/22/09               Question Deadline
      2/19/09               Proposal Due Date (5:00 pm CST)
      Summer ‘09            Anticipated Space Delivery




      All dates subject to change
                                                              January 8, 2009
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