CITY OF BOISE

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					                                  CITY OF BOISE

To:           Mayor and Council

FROM:         Amy Snyder, Department of Aviation

RESOLUTION NUMBERS:                 R-296-09, R-297-09, R-298-09, R-299-09,
                                    R-300-09, R-301-09, R-302-09 and R-303-09

DATE:         October 6, 2009

SUBJECT:      Award and approval of Automobile Concession and Lease Agreements


ACTION REQUIRED: Award and approval of Automobile Concession and Lease
Agreements for the following eight (8) agencies:
      Overland West Inc., Hertz System Member
      Avis Rent A Car System, LLC
      Enterprise Rent-A-Car Company of UT, LLC, dba Enterprise Rent-A-Car
      Midwest Car Corporation dba National Car Rental
      Budget Rent A Car System, Inc.
      DTG Operations, Inc., dba Dollar Rent A Car
      Midwest Car Corporation dba Alamo Rent-A-Car
      DTG Operations, Inc., dba Thrifty Car Rental

RECOMMENDATION: Award and approval of Automobile Concession and Lease
Agreements for the following eight (8) agencies:
      Overland West Inc., Hertz System Member
      Avis Rent A Car System, LLC
      Enterprise Rent-A-Car Company of UT, LLC, dba Enterprise Rent-A-Car
      Midwest Car Corporation dba National Car Rental
      Budget Rent A Car System, Inc.
      DTG Operations, Inc., dba Dollar Rent A Car
      Midwest Car Corporation dba Alamo Rent-A-Car
      DTG Operations, Inc., dba Thrifty Car Rental

FISCAL IMPACT/BUDGET IMPLICATIONS:
   • 10% of Gross Revenue or Minimum Annual Guarantee (MAG) as proposed
     whichever is greater.
   • 19.222% (CPI from 2002-2009) increase in rents (counter/office/queuing and
     ready/return parking spaces)
   • Increase in kiosk space rents from $300/yr to $1,200/yr
   • Addition of 8th operator will increase the terminal rents and ready return rents
     accordingly. Note: Customer Facility Charges (CFC) will be used for capital
     improvements associated with build out of additional space needs resulting from
     8th operator.

                                                                                        1
BACKGROUND: On June 10, 2009, the Department of Aviation issued a RFP for the
award of up to eight Automobile Concession and Lease Agreements for services at Boise
Airport. Eight proposals were received. Airport Staff reviewed and ranked the
proposals based upon the following criteria:

                     EVALUATION CRITERIA                      MAXIMUM
                                                              POINTS
                     Two (2) Year Combined
                     Minimum Annual Guarantee                 50
                     Qualifications & Experience              25
                     Financial Information                    20
                     Other Information                        5
                     Required Documents Enclosed              Y/N
                     TOTAL                                    100


The eight proposals complied with the RFP criteria and were ranked in the following
order:


                                                                                                     Total
                                                                                                     Points
                                                                    2nd Year        Total Year 1 &   Rank (out
Rank    Name of Company            Brand Name      1st Year MAG     MAG             2                of 400)

    1   Overland West, Inc.        Hertz            $712,000.00      $770,000.00    $1,482,000.00          390
        Avis Rent a Car
    2   System                     Avis             $465,000.00      $477,000.00      $942,000.00          355

    3   Enterprise                 Enterprise       $338,112.00      $338,112.00      $676,224.00          337

    4   Midwest Car Corp           National         $235,000.00      $235,000.00      $470,000.00          320
        Budget Rent a Car
    5   System                     Budget           $219,360.00      $224,880.00      $444,240.00          315

    6   DTG Operations             Dollar           $145,000.00      $145,000.00      $290,000.00          302

    7   Midwest Car Corp           Alamo            $126,000.00      $131,000.00      $257,000.00          288

    8   DTG Operations             Thrifty          $126,000.00      $126,000.00      $252,000.00          282
        TOTAL                                      $2,366,472.00    $2,446,992.00   $4,813,464.00


ATTACHMENTS:

Automobile Rental Concession and Lease Agreements




                                                                                                       2
                                                        RESOLUTION NO.

BY THE COUNCIL:                                         BISTERFELDT, CLEGG, EBERLE,
                                                        JORDAN, SHEALY AND TIBBS

A RESOLUTION APPROVING AN AUTOMOBILE RENTAL CONCESSION AND
LEASE AGREEMENT BETWEEN BOISE CITY (DEPARTMENT OF AVIATION) AND
MIDWEST CAR CORPORATION DBA ALAMO RENT-A-CAR; AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AND ATTEST SAID CONCESSION AND
LEASE AGREEMENT ON BEHALF OF BOISE CITY; AND PROVIDING FOR AN
EFFECTIVE DATE.

       WHEREAS, the Aviation Department issued an Request for Proposals (RFP) for
Automobile Rental Concession Services at Boise Airport on June 10, 2009; and,
        WHEREAS, eight (8) automobile rental brands were selected to be awarded
Automobile Rental Concession and Lease Agreements for a five year term; and
       WHEREAS, Midwest Car Corporation dba Alamo Rent-A-Car, has complied with the
requirements of the RFP; and,
       WHEREAS, the Director of Aviation recommends award and approval of said
Concession and Lease Agreement as it is in the best interests of the City to enter into said
Agreement.
     NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF BOISE CITY, IDAHO:
     Section 1. That the Automobile Rental Concession and Lease Agreement, a copy of
which is attached hereto marked Exhibit “A” and made a part hereof by attachment be, and the
same hereby is, approved both as to form and content.
       Section 2.   That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Agreement for and on behalf of Boise City.
       Section 3. That this Resolution shall be in full force and effect immediately upon its
adoption and approval.
       ADOPTED by the Council of the City of Boise, Idaho, this ____ day of October, 2009.
       APPROVED by the Mayor of the City of Boise, Idaho this ____ day of October, 2009.
ATTEST:                                             APPROVED:



CITY CLERK                                          MAYOR



                                                                                   R-302-09
                             CONCESSION AND LEASE AGREEMENT
                        NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES
                           Midwest Car Corporation dba Alamo Rent-A-Car

                                                 TABLE OF CONTENTS

SECTION 1 - PREMISES ........................................................................................................ 4
SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY .................................... 6
SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS .................................... 7
SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
AND EQUIPPING OF PREMISES ....................................................................................... 14
SECTION 6 - MAINTENANCE AND JANITORIAL .......................................................... 16
SECTION 7 - STANDARDS OF SERVICE.......................................................................... 17
SECTION 8 - LICENSES AND TAXES ............................................................................... 21
SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE........ 21
SECTION 10 - PERFORMANCE GUARANTEE ................................................................ 24
SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
BUILDING ......................................................................................................................... 24
SECTION 12 - CANCELLATION ........................................................................................ 25
SECTION 13 - EMPLOYEE PARKING ............................................................................... 27
SECTION 14 - EXCLUSIVITY............................................................................................. 27
SECTION 15 - NONWAIVER OF RIGHTS ......................................................................... 28
SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER ............................... 28
SECTION 17 - INSPECTION OF PREMISES...................................................................... 28
SECTION 18 - QUIET ENJOYMENT .................................................................................. 29
SECTION 19 - NONDISCRIMINATION ............................................................................. 29
SECTION 20 - DBE REQUIREMENTS ............................................................................... 30
SECTION 21 - HAZARDOUS SUBSTANCES .................................................................... 32
SECTION 22 - ENVIRONMENTAL PROVISIONS ............................................................ 32
SECTION 23 - FEDERAL STORM WATER REGULATIONS .......................................... 35
SECTION 24 - NOTICES ...................................................................................................... 35
SECTION 25 - WAIVER OF CLAIMS ................................................................................. 36
SECTION 26 - SECURITY.................................................................................................... 36
SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
STATES       ......................................................................................................................... 37
SECTION 28 - RIGHTS AND PRIVILEGES OF CITY....................................................... 37
SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
CONSTRUCTION REQUIREMENTS.................................................................................. 39
SECTION 30 - TERMS BINDING UPON SUCCESSORS .................................................. 39
SECTION 31 - TIME OF ESSENCE ..................................................................................... 40
SECTION 32 - AGREEMENT MADE IN IDAHO............................................................... 40
SECTION 33 - HEADINGS................................................................................................... 40




                                                                   1
EXHIBITS AND ATTACHMENTS

Exhibit A -    Automobile Rental Lobby
Exhibit B1 -   Ready/Return Lot (Initial)
Exhibit B2 -   Ready/Return Lot (Final)
Exhibit C -    DBE Attainment Form
Exhibit D -    Monthly Gross Revenue and Activity Report


Attachment A - CITY’s Request for Proposals (RFP)
Attachment B - COMPANY’s Proposal
Attachment C - Boise City Municipal Code Chapter 12-22 Car Rental Customer Facility
              Charge




                                           2
                      CONCESSION AND LEASE AGREEMENT
                 NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES
                             Boise Airport, Boise, Idaho
                    Midwest Car Corporation dba Alamo Rent-A-Car


THIS AGREEMENT, made and entered into this 1st day of October, 2009 by and between
the City of Boise, a municipal corporation and situated in Ada County, Idaho, hereinafter
designated as "CITY" and, Midwest Car Corporation dba Alamo Rent-A-Car, a Wisconsin
Corporation, hereinafter designated as "COMPANY".


                                    W I T N E S S E T H:


     WHEREAS, the CITY owns, controls, operates and maintains an airport known
generally as Boise Airport (“Airport”), located in the City of Boise; and


     WHEREAS, automobile rental services at the Airport are essential for proper
accommodations of passengers arriving at and departing from the Airport; and


     WHEREAS the CITY has issued a Request for Proposal (“RFP”) for the right to
operate a Concession, which is attached hereto as Attachment A together with any
addendum and incorporated herein by this reference; and


       WHEREAS, the COMPANY submitted a Proposal to the CITY for the right to
operate a Concession, which is attached hereto as Attachment B and incorporated herein by
this reference; and


     WHEREAS, the CITY wishes to grant the right for up to eight companies to operate an
automobile rental business (“Concession”) at the Airport; and


     WHEREAS COMPANY is engaged in the business of operating and maintaining
automobile rental agency and represents and warrants to CITY that it is fully qualified to


                                               3
conduct an automobile rental concession and to construct, equip, maintain, use and operate
the facilities contemplated hereunder to meet its obligations and responsibilities described
and required by this Agreement; and


     NOW, THEREFORE, in consideration of the foregoing and mutual covenants in this
Agreement the CITY does hereby award to COMPANY and COMPANY does hereby accept
from CITY certain rights and privileges on, and in connection with the Airport, along with
the obligations described herein, and CITY and COMPANY do furthermore agree to the
following:


                                  SECTION 1 - PREMISES
       Upon the Effective Date, the date upon which the improvements are completed or
substantially completed pursuant to Section 5, which shall be on or before March 1, 2010,
CITY hereby grants to COMPANY and COMPANY hereby agrees to receive from CITY
and pay rental to CITY for occupancy privileges in the following spaces and facilities,
hereinafter collectively called "Premises":


       a.      Approximately 180 square feet of counter and associated queuing space and
               approximately 681 square feet of office space for a total of 861 square feet,
               more or less, in the Terminal Building at the Airport at the location shown on
               Exhibit A, attached hereto and by reference made a part hereof. A final
               Exhibit A shall be provided once improvements are completed on or before
               March 1, 2010.


       b.      Final Allocation (on or before March 1, 2010 – September 30, 2014):
               Nineteen (19) Ready/ Return parking spaces located in the Ready/Return lot
               in a similar location as depicted on Exhibit B2, attached hereto and made a
               part hereof by reference. A final Exhibit B2 shall be provided once the
               expansion of the lot is completed on or before March 1, 2010.
               All of the ready and return spaces shall hereafter be referred to as
               "Ready/Return Spaces."



                                              4
       c.      One (1) Ready/ Return Kiosk located in the Ready/Return Lot as depicted in
               similar location as depicted on Exhibit B2, attached hereto and made a part
               hereof by reference. A final Exhibit B2 shall be provided once the expansion
               of the lot is completed on or before March 1, 2010.


             SECTION 2 -TERM OF CONCESSION AND LEASE AGREEMENT
       2.1     Term.    This Agreement shall be binding upon execution and the term
hereunder shall commence on or before March 1, 2010, (the Effective Date) and end on
September 30, 2014. COMPANY may begin on-airport operations upon the Effective Date.
The “Effective Date” as the term is used herein, shall mean the date upon which
improvements are completed or substantially completed such that COMPANY may begin
on-airport operations in earnest. The Effective Date will commence upon written notice to
COMPANY that the improvements are complete or substantially complete.
       2.2     Options to Extend. Unless otherwise provided herein, this Agreement shall not
create any right, privilege or option to extend this Agreement beyond the Term stated herein.
This section does not prohibit the Airport Director from determining it is in the best interest
of the CITY to extend the Agreement on a short term basis should the need arise. Such
extension would require an Amendment extending the Term.
       2.3     Surrender of Possession. COMPANY shall, upon termination or cancellation
of this Agreement, immediately quit and deliver up the Premises and privileges to CITY
peaceably and quietly. In addition to any lien provided by Idaho law, CITY shall have a
specific lien on all property of COMPANY on CITY Premises, except rental vehicles and
leased computer terminals and related equipment on the Premises as security for
nonpayment. Upon termination or cancellation of this Agreement, COMPANY shall not
remove all improvements from Premises except with written permission from CITY.
       2.4     Holding Over.     Any unauthorized holding over by COMPANY after the
expiration or sooner termination of this Agreement, or any extension hereof, without the
written consent of the Airport Director, except for the period authorized and required for
removal of COMPANY’s property, shall entitle CITY to collect from COMPANY, as
liquidated damages for such holding over, double the amount of the Minimum Monthly



                                              5
Guarantee in effect immediately prior to the commencing of such holding over. CITY shall
be entitled to remove COMPANY, using police power if necessary, from said premises.
COMPANY shall reimburse CITY for any costs associated with the removal of COMPANY
from premises.


       SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY
       CITY hereby grants to COMPANY the following privileges, uses, and rights, all of
which shall be subject to the Terms, conditions, and covenants set forth herein, all of which
shall be nonexclusive on the Airport. COMPANY understands and agrees that it shall not
engage in any other business on the Airport under this Agreement.
       3.1     Concession Privileges. Pursuant to Section 2.1 above, CITY gives and grants
the right, license, and privilege to operate a non-exclusive automobile rental concession at
the Airport for the purpose of renting automobiles to airline passengers and such other
persons who may request such services at the Airport. COMPANY shall have the right to
conduct and operate and shall be required to conduct and operate the automobile rental
concession business from the Airport Terminal Building.
       COMPANY may provide ancillary services in conjunction with the rental of an
automobile only upon providing a written request to the Airport , including a list of such
services COMPANY wishes to provide, and upon receipt of written approval from the
Airport Director or his designee.
       3.2     General Use of the Airport. COMPANY shall be entitled to use on a non-
exclusive basis, public areas and roadways at the Airport. COMPANY shall have ingress to
and egress from the Premises over Airport roadways, subject to such rules, regulations and
fees of uniform application as may be established by CITY, respecting the use of such
roadways, except when said roadways are closed on a temporary basis for repairs,
rehabilitation or any other reasonable purpose. CITY reserves the right to close any means of
ingress and egress so long as other comparable means of ingress and egress to the Premises
are available to the COMPANY.
       3.3     Terminal Building. COMPANY will be entitled to the use, in common with
others so authorized, of the Terminal Building appurtenances, together with all facilities,
equipment, improvements, and service which have been or may hereinafter be provided at or



                                             6
in connection with the Terminal Building for common use insofar as the same will be
reasonably necessary for the purposes of the operation of an automobile rental concession.
        3.4     Signs. No signs shall be installed by COMPANY on or about the Premises
without prior written approval of the Airport Director or his designee, said approval being
discretionary with the Airport Director. COMPANY, at its sole expense, may install and
thereafter operate and maintain company identification signs as follows:
        a.      Counter and Office space signage shall be limited to the wall behind the
                counter and small customer service directional signage within the counter and
                queuing area.


        b.      Ready/Return Lot stall identification sign supports and blanks were purchased
                by CITY utilizing Customer Facility Charge (CFC) funds and shall remain
                with each individual space.         Painting and/or application of COMPANY
                branding shall be at the expense of the COMPANY. Traffic Control and Way
                Finding signage in the Ready/Return Lot shall be owned and maintained by
                CITY.
        c.      Ready/Return Kiosks include individual signage frames. Sign inserts are the
                responsibility of COMPANY. Any modification to the signage on the Kiosk
                is not allowed without prior written approval by Airport Director or his
                designee.
        d.      No temporary signs or displays shall be permitted on the Premises without
                prior written approval of the Airport Director.
        3.5     Independent Contractor. COMPANY will, at all times during the Term of this
Agreement, be regarded as an independent contractor and COMPANY will not at any time
act as agent for or of the CITY.


              SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS
        4.1     Rentals. During the term hereof, COMPANY shall pay the following space
and facilities rents:
        a.      For the use of the counter, queuing and associated office space in the Terminal
                Building (the Premises in Section la), the initial rental rate of twenty-two



                                                7
               dollars and sixty-six cents ($22.66) per square foot per annum payable in
               equal monthly installments, in advance and without demand, on the first day
               of each calendar month of this Agreement.
       b.      For the use of the Ready/Return spaces (the Premises in Section 1b), the initial
               rental rate of three hundred and sixty dollars ($360) per space per annum
               payable in equal monthly installments, in advance and without demand on the
               first day of each calendar month of the Agreement.
       c.      For the use of the Ready/Return Kiosk (the Premises in Section 1c), the initial
               rental rate of one thousand two hundred dollars ($1,200) per annum payable in
               equal monthly installments, in advance and without demand on the first day of
               each calendar month of the Agreement.
       4.2      Rental Adjustment.      Each year on the anniversary date of this Agreement
(October 1), rental rates shall be adjusted to reflect the changes in the purchasing power of
the dollar, as follows:
               Utilizing the annual July figures published in the Revised Consumer Price
               Index for All Urban Consumers (CPI-U) published by the Bureau of Labor
               Statistics of the United States Department of Labor for U.S. City Average, All
               Items (1982-84 = 100) or, if this Index is discontinued, any other renamed
               national index covering metropolitan areas, the rental rate shall be adjusted
               according to the annual percentage increase computed utilizing the
               anniversary year July figure and the figure for the July immediately preceding
               any adjustment period. This percentage of the base rent shall be added to the
               annual base rent, and the sum shall constitute the annual rent after the
               adjustment. Under no circumstances shall the rental rate be increased greater
               than 5% above the previous year nor shall it be less than the rent payable for
               the previous year.

               Written notice of rental adjustment shall be provided to COMPANY at least
               thirty (30) days prior to the adjustment.
        4.3    Concession Fee. For the concession privileges granted hereunder, and in
addition to the rentals paid for the Premises as described in Subsection 4.1 above,
COMPANY shall pay to CITY a Concession Fee during each year of the Term hereof. Each
year the Concession Fee shall be the greater of the Minimum Annual Guaranteed Concession
Fee or the Percentage Fee as follows:




                                               8
       a.      Minimum Annual Guarantee (MAG).             COMPANY shall pay to CITY:
               beginning on Commencement of the Term and for each month thereafter, one-
               twelfth (1/12) of the MAG as follows:

               Year 1 -   $126,000 pro-rated

               Year 2 -   $131,000

               Year 3, Year 4, and Year 5 -

               Eighty (80) percent of actual total Percentage Fee, as defined below, for year
               2 for 12 month period September-August or previous years MAG whichever
               is greater.

               For a partial month, if any, COMPANY shall pay on a pro rata basis, one-
               twelfth of the minimum annual guarantee for the year in which the partial
               month occurs.
       b.      Percentage Fee. The Percentage Fee shall be Ten Percent (10%) of the Gross
               Revenues as defined in Subsection 4.4 below.       Twenty (20) days after the
               beginning of each calendar month during the term hereof, COMPANY shall
               pay to CITY without demand, a sum of money which represents the amount
               by which the Percentage Fee exceeds the Minimum Annual Guarantee for the
               previous month. In the event the Percentage Fee shall not exceed the
               Minimum Annual Guarantee during any month in the term hereof, then no
               percentage fee shall be due and payable for such month.
       4.4     Definition of Gross Revenues. The term "gross revenues" as used herein is
defined as the aggregate amount of all sales made for cash, credit, or otherwise, by
COMPANY from the operation of its vehicle rental concession anywhere on the premises of
the Boise Airport and shall include all charges for the month in which the service is rendered,
regardless of when payment is received by COMPANY. Gross Revenues shall include:
       a.      The Airport Percentage Fee charged to customer by COMPANY.

       b.      Total rentals for vehicles rented out at said Airport without regard to the
               manner in which or place at which COMPANY has received the order for the
               vehicles and regardless of the station to which they are returned.




                                               9
       c.      Amounts separately billed and paid as additional charges for waiver of
               COMPANYs rights to recover monies from customers for damage to rented
               vehicles (commonly known as CDW and/or LDW)

       d.      Sums received by COMPANY as Personal Accident Insurance on operator
               and passengers of COMPANY vehicles.

       e.      Vehicle license fees charged to customers by COMPANY.

       It is understood all monies or other consideration paid or payable to COMPANY by
customers for all sales made and services in connection with automobile and vehicle rentals
or other products or services provided to persons through COMPANY’s operations at the
Airport, without regard to the ownership, area, fleet, or location assignment of vehicles and
without regard to the manner in which or place at which the vehicles or other products or
services are furnished to COMPANY’s customers and without regard to whether the vehicles
or other products are returned to the Airport or to some other location shall be included in the
definition of Gross Revenues.
       The reimbursement to COMPANY 's customers for on the road expenses is
considered to be part of COMPANY 's operating expenses and, therefore, the City's 10% of
gross revenues shall not be reduced by COMPANY 's refunds to its customers
       Any other fees charged by COMPANY shall also be included in COMPANY’s gross
revenues unless they are specifically excluded below.
       The following, however, shall not be considered as a part of COMPANY’s gross
revenues in COMPANY’s monthly reports to CITY:
       a.      Federal, State, or Municipal excise, sales, and other similar taxes, separately
               stated and collected from customers, as now exist or may be hereafter levied
               or imposed.

       b.      Any charges collected from customers for replacement fuel, including pre-
               paid fuel, in an automobile rented pursuant to a rental agreement under which
               the customer is obligated to return the automobile with the same amount of
               gasoline furnished upon rental.

       c.      Corporate discounts or rebates, but only to the extent that COMPANY
               provides auditable proof to the CITY that the discounts or rebates are
               specifically attributable to rental agreements with customers at the Airport.




                                              10
       d.     Those fees known as Customer Facility Charges, collected by the
              COMPANY.

       e.     Amounts received as insurance proceeds or otherwise for loss of or damages
              to vehicles or other property of COMPANY.

       f.     Separately stated drop-off charges or inter-city fees, i.e., charges for privilege
              of rental a vehicle at COMPANY’s Airport location and returning the vehicle
              at a different location.

       g.     Amounts received by COMPANY from the disposal of COMPANY owned
              equipment or vehicles.
       4.5    Waiver of Minimum Annual Guarantee. If COMPANY is in full compliance
with the Terms, covenants and conditions set forth herein and at least one of the following
conditions exists, CITY may authorize through the Airport Director, in writing, for a
specified period, COMPANY to pay to CITY ten percent (10%) of the Gross Revenues in
lieu of the Minimum Guaranteed Annual Concession Fee provided for in Subsection 4.3a.

       a.     The number of passengers deplaning on scheduled airline flights at the Airport
              during any three (3) consecutive reporting months, shall be less than eighty
              percent (80%) of the number of such deplaning passengers in the same
              consecutive reporting months during the preceding year; or

       b.     The operation of COMPANY’s car rental business at the Airport, through no
              fault of its own, is affected by material and substantial shortages or other
              disruptions in the supply of automobiles, gasoline, or other goods necessary
              for the operation thereof, and which results in a thirty-five percent (35%) or
              greater reduction in COMPANY’s Gross Revenue hereunder.

       c.     If the damage shall render the Premises or portion thereof untenable and
              incapable of being repaired, the rentals payable hereunder with respect to the
              Premises or portion thereof shall be proportionately paid up to the date of such
              damage and thereafter shall abate until such time as replacement of
              reconstructed Premises shall be made available for use by COMPANY. The
              MAG shall also be waived for this period of time. The Concession Fee shall
              remain in effect. In the event CITY shall decide to reconstruct or replace the
              Premises, CITY shall use its best efforts to provide temporary facilities for
              COMPANY’s use at rates not to exceed that provided in this Agreement at
              that such time the MAG will be reinstated.

       4.6    Customer Facility Charge. COMPANY shall fully comply with Boise City
Municipal Code Chapter 12-22 Car Rental Customer Facility Charge (CFC) a copy of which
is attached as Attachment C.


                                             11
       4.7      Delinquent Charges or Fees. Without waiving any other right or action
available to CITY in the event of default in payment of charges or fees payable to CITY
pursuant to this Agreement, COMPANY shall pay to CITY a late payment fee of one
hundred dollars ($100.00)/per occurrence plus interest thereon at the rate of one and one-half
percent (1.5%) per month from the date such item was due and payable until paid and
received by CITY.
       4.8     Statements, Books and Records.
       a.      Within fifteen (15) days after the close of each calendar month of the term of
               this Agreement, COMPANY shall submit to CITY, one copy of a Monthly
               Gross Revenue and Activity Report for such month in a written form and with
               detail satisfactory to the CITY. With each statement, COMPANY will remit
               to CITY any payment required by Subsection 4.3b above. COMPANY is to
               use the form attached hereto as Exhibit D a statement of its Gross Revenues
               during the preceding month from its operations at the Airport upon which the
               percentage payments to CITY set forth in Subsection 4.3b are computed, said
               statement to be signed by a responsible accounting officer of COMPANY.
                       COMPANY will also provide the following: a monthly trial balance or
               sales journal summary for the Boise Airport location that shows the revenue
               by line item. Note: assets and liabilities do not need to be disclosed.
                       COMPANY shall keep full and accurate books and records showing
               all of its said Gross Revenues pertaining to operations at the Airport, and
               CITY shall have the right, through its representatives, and at all reasonable
               times, to inspect such books and records, including State of Idaho sales tax
               return records. COMPANY hereby agrees that all such records and
               instruments will be made available to CITY on the Airport Premises for at
               least a three (3) year period.
       b.      All rental contract forms used by COMPANY in its operations at the Airport
               under this Agreement shall be uniquely numbered identifying the contract as
               originating at Boise Airport. All contracts generated as part of this agreement
               shall have the words "Boise Airport" computer printed on them. The records
               pertaining to the contracts assigned to the Airport shall be available for



                                                12
       inspection and examination on Premises upon thirty (30) days notice by CITY
       or its duly authorized representative.
4.9    Annual Special Statement or Report.
a.     COMPANY shall employ an independent certified public accountant who
       shall provide COMPANY and CITY, for each twelve (12) month period, a
       "special statement or report" on gross revenues as defined in Subsection 4.4 of
       this agreement. Such "special statement or report" shall include Independent
       Auditor's Report as follows:
               We have audited the accompanying schedule of gross revenues (as
               defined in the Non-Exclusive Automobile Rental Concession
               Agreement, dated October 1, 2009 between the City of Boise, as
               CITY, and Alamo Rent-A-Car, as COMPANY) of Company for the
               year ended September 30, 20 __. This schedule is the responsibility of
               Company's management. Our responsibility is to express an opinion
               on this schedule based on our audit. We conducted our audit in
               accordance with generally accepted auditing standards. Those
               standards require that we plan and perform the audit to obtain
               reasonable assurance about whether the schedule of gross revenues is
               free of material misstatement. An audit includes examining, on a test
               basis, evidence supporting the amounts and disclosures in the schedule
               of gross revenues. An audit also includes assessing the accounting
               principles used and significant estimates made by management, as well
               as evaluating the overall schedule presentation. We believe that our
               audit provides a reasonable basis for our opinion.

               In our opinion, the schedule of gross revenues referred to above
               presents fairly, in all material respects, the gross revenues of the
               Company for the year ended September 30, 20___, as defined in the
               Non-Exclusive Automobile Rental Concession agreement referred to
               in the first paragraph.

Said "special statement or report" shall be submitted to CITY no later than December
31 annually.
b.     CITY reserves the right, at CITY's expense, to audit COMPANY's books and
       records of revenues at any time for the purpose of verifying the Gross
       Revenues hereunder. If, as a result of such audit, it is established that
       COMPANY has understated the Gross Revenues as defined herein, by three
       percent (3%) or more, the entire expense of said audit shall be borne by
       COMPANY. Any additional Percentage Fee due shall forthwith be paid by


                                      13
              COMPANY to CITY with interest thereon at the rate of one and one-half
              percent (1.5%) per month from the date such additional Percentage Fee was
              originally due. Failure to provide the documentation necessary for the CITY
              to conduct a complete and accurate audit will be considered a material breach
              of this agreement and shall be subject to the terms described in Paragraph 12.2
              of this agreement.
       4.10   Annual Readjustment. Within fifteen (15) days of receipt of the statement
required in Subsection 4.8a, CITY shall prepare and submit to COMPANY a statement
showing the total Percentage Fee for the applicable twelve (12) month period; if the sums
paid by COMPANY during said period exceed the Minimum Annual Guarantee or the
Percentage Fee payments, whichever is greater, such overpayment shall be credited to the
next monthly fees thereafter due from COMPANY. In the event COMPANY is not a selected
concessionaire for automobile rental services after the expiration of this Agreement, a
payment will be made to COMPANY, within thirty (30) working days, for any excess
balance deposited with CITY at the time of Agreement termination.
       4.11   Place of Payments, Reports and Forms. Payments, Reports and Forms will be
provided to the CITY at Boise Airport, Attn: Accounting, 3201 Airport Way, Suite 1000,
Boise, Idaho 83705.


  SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
                            AND EQUIPPING OF PREMISES
       5.1     Improvements by CITY. CITY shall provide existing counter shells in the
Automobile Rental Lobby area of the Terminal Building, as shown on Exhibit A; and the
existing Ready/Return spaces and Kiosks as shown on Exhibit B1 and shall construct future
Ready/Return spaces, add a Kiosk and relocate Kiosks in similar form as shown on Exhibit
B2.
       With the inclusion of COMPANY as an eighth operator, CITY shall utilize CFC
funds to provide an additional counter shell, expanded pneumatic tube system, additional
kiosk and expanded Ready/Return lot, including stall identification signage supports and
blanks, if required. Said improvements shall be completed on or before March 1, 2010.




                                            14
        A final Exhibit A and B2 shall be provided once improvements are completed on or
before March 1, 2010.
        5.2     Installations by COMPANY. COMPANY shall, without cost to CITY,
promptly commence and complete the installation of all improvements and trade fixtures for
the counter and office space, as are necessary for the customary operation of automobile
rental services, including furniture, fixtures, carpet, and equipment, all of which shall be high
quality, meet all code requirements, and shall be approved by the Airport Director or his
designee, in writing, prior to installation.
    Upon completion of improvements provided by the COMPANY, which shall be
completed on or before March 1, 2010, the COMPANY will provide the Airport with as-built
drawings and construction documentation certifying that the work has been completed in
accordance with the Airport’s approvals and all required CITY permits and inspections.
Along with this documentation, COMPANY shall provide a statement of cost for said
improvements, with attached support documentation, including Contractor invoices, in a
format deemed acceptable to the Airport Director or his designee. Within forty-five (45)
days of the receipt of said statement, COMPANY shall be reimbursed a maximum of twenty-
five (25) dollars per square feet of counter/office Premises from the CFC Fund.
    COMPANY shall be responsible for funding of any trade fixtures, communication
equipment and brand identification signage in counter and office area and Ready/Return Lot
and Kiosk.
         5.3    Alterations and Improvements. COMPANY shall not install or erect
additional, nonstructural improvements on the Airport, or alter, change, or make other
improvements unless and until plans and specifications for such additional alterations or
improvements shall have been submitted to and approved in writing by the Airport Director
or his designee. Any such alterations or improvements shall be without cost to CITY. All
alterations, improvements and physical additions of any kind to the Premises which are made
by COMPANY shall become a part of said Premises and property of the CITY.
        5.4     Demolition of Improvements. COMPANY shall not remove or demolish, in
whole or in part, any improvements or physical additions to the Premises without prior
written approval by CITY.




                                               15
        5.5   No Liens or Encumbrances. COMPANY shall well, truly and promptly pay
or satisfy the just and equitable claims of all persons who have performed labor or furnished
material by it or on its behalf for construction of any improvements required under this
Agreement and all bills, costs or claims of whatever kind, which may at law or equity,
become a lien upon said work, or a claim against CITY; provided, however, that COMPANY
may contest the amount or validity of any claim without being in default of this Agreement
upon furnishing security satisfactory to counsel for CITY, guaranteeing such claim will be
properly discharged forthwith if such contest is finally determined against COMPANY.


                   SECTION 6 - MAINTENANCE AND JANITORIAL
       6.1    CITY's Obligations.
       a.     CITY agrees that it will with reasonable diligence maintain, operate, and keep
              in good repair the Terminal Building, and all appurtenances, facilities, and
              services now or hereafter connected thereto.
       b.     CITY shall provide building shell and HVAC maintenance and utilities within
              the Terminal Building and Ready/Return Lot.
       c.     CITY shall maintain the light poles and fixtures in the Ready/Return Lot.
       d.     CITY shall provide snow removal/deicing on center drive aisle only in
              Ready/Return Lot.
       e.     CITY shall provide maintenance for normal wear and tear only on Kiosks and
              Pneumatic Tube System. All other maintenance on those improvements shall
              be at COMPANYs expense.
       f.     CITY will provide common-use garbage disposal compacters adjacent to the
              Terminal Building and Ready/Return Lot which COMPANY may utilize to
              dispose of garbage generated by COMPANY'S airport business.
       g.     All maintenance and janitorial, of any kind, provided by CITY, will be
              provided at the sole discretion of the CITY.
       6.2    COMPANY's Obligations.
       a.     Except for maintenance within the Terminal Building and Ready/Return Lot,
              as provided by CITY in Section 6 above, COMPANY shall be obligated,
              without cost to CITY, to maintain the leased premises, including counter


                                             16
      space, office areas, Ready/Return spaces, including any necessary snow/ice
      removal and paint striping, Kiosk, pneumatic tube system and all parts thereof
      in good appearance, repair, and clean, safe condition whether installed by
      COMPANY or by CITY.
b.    COMPANY shall provide a complete and proper arrangement for the
      adequate sanitary handling of all trash, garbage, and other refuse caused as a
      result of its operation of the counter/office space and Ready/Return Lot and
      shall provide for its timely removal. COMPANY shall provide and use
      approved receptacles for all garbage, trash, and other refuse on or in
      connection with the use of its counter/office space area, and Ready/Return
      Lot. Piling of boxes, cartons, barrels, or other similar unsightly items in or in
      view of a public area or roadways shall not be permitted.
c.    COMPANY shall supply its own janitorial service and maintenance services
      in its leased premises. Should COMPANY fail to clean and maintain its leased
      premises, within ten (10) days after receipt of written notice by CITY to
      comply with this section, CITY may enter the premises and perform such
      janitorial service and maintenance and COMPANY shall reimburse CITY for
      actual charges incurred plus a twenty percent (20%) administrative charge.
      Said payment shall be made at the office of the CITY, or such other place as
      the CITY may designate in writing, within fifteen (15) days of receipt of
      CITY's invoice.


                SECTION 7 - STANDARDS OF SERVICE
7.1   Hours of Operation. COMPANY shall be open for business, have vehicles for
      rental, and accept rental returns seven (7) days a week, including all holidays,
      consistent with hours of scheduled air carrier operations and demand. Any
      changes to the hours of operation require written approval of the Airport
      Director or his designee. Said approval shall be at the Airport Directors sole
      discretion.




                                     17
       7.2    Type of Operation.
       a.     COMPANY shall provide all services under this Agreement on a
              nondiscriminatory basis, as defined in Section 20 of this agreement, to all
              users of the Airport. COMPANY shall maintain and operate the Premises in a
              first-class manner and shall keep them in a safe, clean, orderly, and inviting
              condition at all times, satisfactory to CITY. Service shall be prompt,
              courteous, and efficient.
       b.     COMPANY shall maintain, at all times and at its own expense, an adequate
              number of vehicles, at Airport Directors sole discretion, on the Airport to meet
              the reasonable public demand. Only fully-operational, well-maintained,
              licensed vehicles shall be used by COMPANY in the performance of the
              privileges granted hereunder. Concessionaire agrees that at no time will it use
              automobiles whose year model is more than three (3) years older than the
              current year model for each vehicle type provided.
       c.     COMPANY and its agents and employees shall not engage in open or public
              disputes, disagreements, or conflicts tending to deteriorate the quality of the
              automobile rental service of COMPANY and its compatibility with the best
              interests of the public at the Airport.
       d.     The solicitation and/or advertising of the automobile rental operation, on
              premises at the Airport, shall be confined to previously approved signs and
              advertising displays in permitted locations, and answering inquiries regarding
              COMPANY's services and facilities, which activity shall be restricted to the
              leased area occupied by COMPANY's service counter in the Terminal
              Building and Kiosk in the Ready/Return Lot. COMPANY shall prohibit and
              restrain its employees, agents, servants or other representatives from personal
              solicitation for the services offered by it, or other businesses, on or about the
              Airport premises.
       7.3    Manager. The management, maintenance and operation of privileges under
this Agreement shall, at all times, be under the supervision and direction of an active,
qualified, competent, and experienced manager representing COMPANY, who shall be
subject at all times to the direction and control of COMPANY. COMPANY will cause such



                                              18
manager to be assigned a duty station or office on the Premises at which he or she shall be
available during normal business hours; and COMPANY will, at all times during the absence
of such manager, assign or cause to be assigned a qualified subordinate to be in charge of the
Premises, services, and facilities and to be available on the Premises and to act for the
Manager in his or her absence.
       7.4     Personnel.
       a.      COMPANY shall, in the operation of the services under this Agreement,
               employ or permit the employment of only such personnel as will ensure a high
               standard of service to the public. All such personnel, while on duty, shall be
               clean, neat in appearance, and courteous at all times and shall be appropriately
               attired, with uniforms in such instances as are appropriate. No personnel
               employed by COMPANY while on or about the Premises shall use improper
               language, act in a loud, boisterous or otherwise improper manner, or be
               permitted to solicit business in an inappropriate manner. All speed limits on
               airport roads and roadways leading to and from will be complied with by all
               COMPANY's employees.
        b.     COMPANY shall maintain stringent oversight of attendants and employees to
               ensure the maintenance of a high standard of service to the public. Upon
               notification of a violation of this paragraph by the Airport Director,
               COMPANY will take all necessary steps to remedy said violation or problem.
               COMPANY shall take all proper steps to discipline employees who
               participate in acts or omissions of misconduct while on duty. CITY does not
               allow or tolerate illicit drug or alcohol use on CITY property, nor does it
               allow persons to work while under the influence of drugs or alcohol. CITY
               shall exercise an option to require COMPANY to prohibit any COMPANY
               employee who fails to abide by CITY standards in this subsection from
               working at COMPANY'S Premises at the Airport.
       7.5     Representation of Pricing. COMPANY shall not misrepresent to the public its
prices or terms and provisions of its rental agreements or those of its competitors.
COMPANY shall comply with all applicable rules and regulations of the Federal Trade
Commission and all other governmental agencies having jurisdiction thereof. COMPANY



                                              19
shall fully inform each customer, prior to the execution of such customer’s rental agreement
contract, of all rates and fees applicable to such customer’s rental. COMPANY Personnel
shall not refer to any rents, fees or charges required to be paid to Airport hereunder as an
airport tax or customer tax. COMPANY is required to recover the Percentage Fee as a
separate line item on the invoice for the customer contract, and shall label it as the “Rental
Car Concession Fee”, which shall not exceed ten percent (10%) of the Gross Revenues for
that customer contract.
       7.6      Diversion. COMPANY shall not knowingly divert any automobile rental
business generated at the Airport to another location in or near the City of Boise,
acknowledging that said diversion would limit and reduce the lawful revenue due to CITY.
       7.7      Gasoline, Auto Repair, and Parking Services. COMPANY shall not, except
where authorized in writing by the CITY, sell fuel to any other person/entity or service, park
or store any vehicles other than those rental cars used by COMPANY in its business at the
Airport.     Should any such activities be approved by CITY, the business transactions
therefrom shall be subject to the requirements of this Agreement and Gross Revenues
therefrom shall be subject to the payment by COMPANY of the same Percentage Fee on
Gross Revenues as for Airport automobile rental concession operations, unless another fee is
agreed upon and incorporated in this Agreement by written amendment.
       7.8      Sale of Automobiles. COMPANY shall neither advertise the sale of, show
nor sell automobiles on the Airport.
       7.9      Trade Name.       COMPANY shall operate the concession and, without
limitation, maintain all its signage under a single trade name at all times.
       7.10     Location of Service Center. COMPANY shall maintain its rental automobiles
at a service center located on or reasonably near the Airport.
       7.11     Compliance with Service Standards. Noncompliance by COMPANY with the
Service Standards set forth in this Section shall constitute a material breach of this
Agreement, and, in the event of such noncompliance or continued noncompliance shall
constitute an event of default. CITY shall have the right to terminate this Agreement without
liability therefore or shall have the right to judicially enforce the operational assurances and
requirements.




                                               20
                            SECTION 8 - LICENSES AND TAXES
       COMPANY covenants and agrees to obtain all proper licenses or permits for the
operation of its business hereunder, and to pay all taxes assessed or imposed by any
governmental authority upon the fees, rentals, and charges and upon the land, the Premises,
personal property, vehicles, equipment, or any improvements erected or installed thereon.
The preceding sentence also includes timely payment of federal and state income and sales
taxes, franchise taxes or fees. COMPANY shall, after notifying CITY of its intention so to
do, have the right to contest in good faith by all appropriate proceedings, the amount,
applicability, or validity of any such tax, or assessment. In the event that COMPANY shall
fail to timely pay any of the foregoing items required by this Section to be paid by
COMPANY, COMPANY will be considered to be in breach of this agreement under
Subsection 12.2g of this agreement.


    SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE
       9.1     Indemnification. COMPANY agrees to indemnify CITY and its respective
officers, directors, officials, agents, employees and/or subdivisions (collectively the City)
against all claims, demands, suits, damages of every kind, interest, attorney fees, and costs
which arise out of or relate to injuries or death to persons or damage to property caused by or
related to either COMPANY's use, maintenance, or occupancy of the leased premises or the
acts or omissions of its agents or employees. Such indemnification shall not include damage
or loss occasioned by the sole negligence of CITY's employees. COMPANY shall give CITY
prompt notice of any claim or suit which in any way affects or might affect CITY, and CITY
shall have the right to compromise and defend the same to the extent of its own interest.
COMPANY, waives its rights for all claims, including subrogation claims, for recovery
against CITY, for any loss or damage to real and personal property or to its employees.
       9.2     Insurance.
       a.      COMPANY shall maintain in force during the Term commercial general
               liability, bodily injury and property damage insurance in comprehensive form
               including but not limited to blanket contractual liability coverage for liability
               assumed under this Agreement and all contracts relative to this Agreement,
               products, completed operations liability for the duration of the Agreement,



                                              21
     independent contractors coverage, broad form property damage with any
     excess liability in umbrella form, with such coverage and limits as reasonably
     may be required by CITY from time to time, but in no event for less than the
     sum of Three Million Dollars ($3,000,000) combined single limit. The
     insurance shall be issued by an insurer licensed to do business in the State of
     Idaho.
b.   COMPANY shall maintain in force during the Term business, automobile,
     liability insurance for all owned, non-owned and hired vehicles with a
     minimum combined single limit of One Million Dollars ($1,000,000) for
     bodily injury and property damage.
c.   COMPANY shall maintain in force during the Term workers compensation
     and employers liability coverage with limits consistent with the statutory
     requirements of the State of Idaho.
d.   Concurrent with the execution of this Agreement, COMPANY shall provide
     proof of insurance coverage by providing a certificate of COMPANY's
     insurance coverage, a copy of the declarations page of the insurance policy,
     and a copy of all endorsement(s) applicable to the insurance required herein.
     The certificate(s) of insurance, or endorsement(s) attached thereto, shall
     provide that
              1.    The insurance coverage shall not be canceled, changed in
                    coverage, or reduced in limits without at least thirty (30) days
                    prior written notice to CITY; and
              2.    CITY, and its agents, officers, servants, and employees are
                    named as additional insureds; and
              3.    The policy shall be considered primary as regards any other
                    insurance coverage CITY may possess, including any self-
                    insured retention or deductible CITY may have, and any other
                    insurance coverage CITY may possess shall be considered
                    excess insurance only; and
              4.    The limits of liability required therein are on an occurrence
                    basis; and



                                   22
            5.      The policy shall be endorsed with a severability of interest or
                    cross-liability endorsement, providing that the coverage shall
                    act for each insured and each additional insured, against whom
                    a claim is or may be made in a manner as though a separate
                    policy had been written for each insured or additional insured;
                    however, nothing contained herein shall act to increase the
                    limits of liability of the insurance company.
e.   Any deductibles must be declared in writing to and approved by CITY. At the
     option of CITY, either
     1.     COMPANY shall reduce or eliminate such deductibles as respects
            CITY; or
     2.     COMPANY shall procure a bond equal to the amount of such
            deductibles or self-insured retentions guaranteeing payment of losses
            and related investigations, claims administration and defense expenses
            (including attorneys' fees, court costs and expert fees).
f.   If the insurance coverage required herein is canceled, changed in coverage or
     reduced in limits, COMPANY shall, within fifteen (15) days, but in no event
     later than the effective date of cancellation, change or reduction, provide to
     CITY a certificate showing that insurance coverage has been reinstated or
     provided through another insurance company. Upon failure to provide such
     certificate, without further notice and at its option, CITY may, in addition to
     all its other remedies procure insurance coverage at COMPANY's expense
     whereupon COMPANY promptly shall reimburse CITY for such expense.
g.   The CITY reserves the right to modify its insurance requirements to reflect
     operational and market conditions.
h.   In the event that COMPANY shall at any time fail to provide CITY with the
     insurance required herein, CITY may immediately terminate this Agreement.
i.   The limits of the COMPANY’s insurance policies shall not, in any manner, be
     deemed as a limitation to the COMPANY’s obligation to indemnify, protect,
     defend and hold harmless CITY as specified in this Agreement.




                                    23
                      SECTION 10 - PERFORMANCE GUARANTEE
       Concurrently with execution of this Agreement, COMPANY shall obtain and deliver
to CITY, unless specifically waived in writing by CITY, a good and sufficient corporate
surety company bond or a bank irrevocable letter of credit ("Security Assurance") renewable
for the Term of this Agreement. Said Security Assurance shall serve the purpose of securing
payment of all sums payable by COMPANY to CITY hereunder will be forfeited in whole or
in part to satisfy a COMPANY liability in the event of COMPANY’s failure to pay any rates,
rentals, fees or charges of whatsoever nature due CITY and conditioned to ensure the faithful
and full performance by COMPANY of all its covenants, Terms, conditions and obligations
of this Agreement.
       Upon request of CITY, COMPANY shall restore the Security Assurance to its
original Amount.     The Security Assurance in an amount of fifty percent (50%) of the
Minimum Annual Guaranteed Concession Fee shall remain in full force and effect during the
Term and any extended period thereof. The form, provisions and nature of the Security
Assurance, and the identity of the surety, insurer or other obligor, shall be subject to the
approval of CITY.      In the event that CITY and COMPANY hereafter agree to any
amendment or modification of this Agreement, COMPANY shall, if required by the Terms
of the Security Assurance, obtain the consent of the surety, insurer or other obligor
hereunder, as the case may be, and shall adjust the amount of the Security Assurance to
reflect a change in the rentals, fees or charges payable by COMPANY hereunder. The
failure of COMPANY to furnish (and keep in full force and effect) the Security Assurance, to
renew the same, to adjust the amount thereof, or to obtain the consent of surety, insurer or
obligor as heretofore set forth, shall constitute an event of default under this Agreement.

      SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
                                          BUILDING
       11.1    Repair of Damage. If all or a portion of the Terminal Building, Ready/Return
Lot, Kiosks or Pneumatic Tube System Premises is partially damaged by fire, explosion, the
elements, public enemy, or other casualty, the same will be repaired with due diligence by
CITY subject to the limitations of Subsection 11.2; provided, however, that if the damage is
caused by the act or omission of COMPANY, its sublessees, agents, or employees, to the



                                               24
extent that such damage or destruction is not covered by insurance, COMPANY shall be
responsible for reimbursing CITY for all costs and expenses incurred in such repair.
COMPANY shall also be responsible for reimbursement of lost revenue from other airport
tenants affected by the damage caused by the negligent act or omission COMPANY.
       11.2    Limits of CITY's Obligations Defined. It is understood that, in the application
of the foregoing Subsection 11.1, CITY's obligations shall be limited to repair or
reconstruction of the Terminal Building Premises to the same extent and of equal quality as
obtained at the commencement of operations hereunder. Redecoration and replacement of
furniture, fixtures, equipment, and supplies shall be the responsibility of COMPANY and any
such redecoration and refurnishing/re-equipping shall be of equivalent quality to that
originally installed hereunder.


                              SECTION 12 - CANCELLATION
       12.1    Cancellation by COMPANY. COMPANY may cancel this Agreement and
terminate all its obligations hereunder upon sixty (60) days advance written notice, upon or
after the happening of one or more of the following events and provided that COMPANY is
not in default in the payment of any fees, charges or taxes to CITY:
       a.      The permanent abandonment of the Airport as an airline terminal or the
               permanent removal of all certificated passenger airline service from the
               Airport.
       b.      The inability of COMPANY to use the Airport for a period of longer than
               ninety (90) days, because of the issuance of any order, rule, or regulation by a
               competent governmental authority or court having jurisdiction over
               COMPANY or CITY, preventing COMPANY from operating its automobile
               rental business; provided, however, that such inability or such order, rule or
               regulations is not due to any fault of COMPANY.
       c.      The material breach by CITY in the performance of any covenant or
               agreement herein required to be performed by CITY and the failure of CITY
               to initiate a remedy for such breach for a period of sixty (60) days after receipt
               from COMPANY of written notice to remedy the same.




                                              25
       12.2    Cancellation by CITY. CITY may cancel this Agreement and terminate all of
its obligations hereunder at any time that CITY is not in default, upon or after the happening
of any of the following events:
       a.      COMPANY shall file a voluntary petition in bankruptcy; or
       b.      Proceedings in bankruptcy shall be instituted by creditors against COMPANY
               and COMPANY is thereafter adjudicated bankrupt pursuant to such
               proceedings; or
       c.      A court shall take jurisdiction of COMPANY and its assets pursuant to
               proceedings brought under the provisions of any federal reorganization act; or
       d.      A receiver of COMPANY's assets shall be appointed; or
       e.      COMPANY voluntarily abandons the conduct of its automobile rental
               concession at the Airport for a period of thirty (30) days, except if such is due
               to a labor strike or labor dispute in which COMPANY is involved; or
       f.      Any assignment of COMPANY for the benefit of its creditors; or
       g.      The material breach by COMPANY of any of the covenants or agreements
               herein contained and the failure of COMPANY to remedy such breach as
               hereinafter provided. In this regard it is understood that nonpayment of fees,
               charges or taxes hereunder is a material breach. In the event of such material
               breach, CITY shall give to COMPANY notice in writing to correct such
               breach and if such breach shall continue for fifteen (15) days after the receipt
               of such notice by COMPANY, CITY may, after the lapse of said fifteen (15)
               day period, cancel this Agreement, without forfeiture, waiver, or release of
               CITY's rights to any sum of money due or to become due under the provisions
               of this Agreement.
       h.      The lawful assumption by the United States Government, or any authorized
               agency thereof, of the operation, control or use of the Airport and facilities, or
               any substantial part of parts thereof, in such manner as to substantially restrict
               COMPANY, for a period of at least thirty (30) days, from its Airport
               operation.
       i.      As landlord and creditor, CITY retains the right to use any and all remedies at
               law or equity to protect its position and potential recovery against



                                              26
               COMPANY in the event of COMPANY'S breach of this Agreement, and such
               remedies are cumulative with all other remedies mentioned in this Agreement.
       12.3    Termination and Reletting. Should there occur an early termination of this
Agreement pursuant to the terms of Subsection 12.2 hereof, CITY shall have the right to
re-enter the leased Premises, make repairs as necessary, and enter into another agreement for
the Premises and privileges, or any part thereof, for the remainder of the term hereof. In the
event of such early termination, COMPANY shall remain liable to the CITY for the full
amount of all fees and charges, except the Minimum Annual Guarantee under Subsection
4.3a, and shall continue to pay the same or such part thereof that remains unpaid after the
application of the fees and charges collected by CITY from such other agreement for the
Premises and privileges or any part thereof. COMPANY shall remain liable for such
payments until another agreement is entered into, CITY's responsibility being in mitigation
of damages as provided herein. CITY will make best efforts to enter into a similar agreement.
       12.4     Notice of Termination. If any of the events enumerated in Subsections 12.1
and 12.2 shall occur and after due notice the defaulting party has failed to cure or correct
same, the complaining party may, at any time thereafter during the continuance of said
default, terminate this Agreement by notice in writing, such cancellation and termination to
be effective sixty (60) days from the date specified in such notice.


                           SECTION 13 - EMPLOYEE PARKING
       CITY shall provide COMPANY's employees, in common with other employees of
tenants and users of the Terminal Building, with vehicular parking space in an existing
employee parking area and may charge said employees the posted rate. COMPANY’s
employees may not park in Ready/Return vehicle spaces.


                               SECTION 14 - EXCLUSIVITY
       COMPANY's rights to provide automobile rental services at the Airport shall be non-
exclusive. During the term of the Agreement, the CITY may replace with another operator,
any automobile rental concessionaire whose agreement is terminated for any reason, but shall
not increase the number of on-Airport automobile rental concessions at the Airport beyond
the number originally awarded unless approved by CITY under policies in place at the time



                                               27
this Agreement is executed. A Non-Exclusive Automobile Rental Concession and Lease
Agreement shall not be granted to another automobile rental concession on terms more
favorable than the present concessionaires. In no event will the minimum annual guarantee
for a replacement automobile rental concession be less than one hundred twenty-five
thousand dollars ($125,000.00).


                        SECTION 15 - NONWAIVER OF RIGHTS
       Continued performance by either party hereto pursuant to the terms of this Agreement
after a default of any of the terms, covenants, and conditions herein contained to be
performed, kept, or observed by the other party hereto shall not be deemed a waiver of any
right to cancel this Agreement for any subsequent default; and no waiver of any such default
shall be construed or act as a waiver of any subsequent default.


           SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER
       Except as otherwise provided herein, COMPANY shall not at any time assign or
convey this Agreement, or any part thereof, without the prior written consent of CITY or
sublet any part of the Premises; provided, however, that COMPANY may assign this
Agreement to any approved person, firm, or corporation with which COMPANY may merge
or consolidate or which may succeed to the business of COMPANY; and provided further
that, with permission of CITY, COMPANY may surrender any of its ready and return spaces
to CITY, in which event CITY is free to allocate said spaces to any other automobile rental
company or companies authorized to operate a automobile rental concession on the Airport
under an agreement similar to this Agreement.


                       SECTION 17 - INSPECTION OF PREMISES
       CITY or its duly authorized representatives, employees, agents, or other persons for
it, may enter upon said Premises at any and all reasonable times during the term of this
Agreement for the purpose and conditions hereof or for any other purpose incidental to rights
of CITY.




                                              28
                           SECTION 18 - QUIET ENJOYMENT
       CITY agrees that COMPANY, upon payment of the fees and charges and all other
payments to be paid by COMPANY under the terms of this Agreement, and upon observing
and keeping the agreements and covenants of this Agreement on the part of COMPANY to
be observed and kept, shall lawfully and quietly hold, occupy, and enjoy the Premises.


                          SECTION 19 - NONDISCRIMINATION
       To the extend required by law, COMPANY, for itself, its personal representative,
successors in interest and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with its rights and privileges granted under this Agreement,
as follows:
       a.      No person, whether the recipient of services, and employee or an applicant
               for employment, on the grounds of race, religion, sex, color, age, physical
               handicap, marital status, sexual preference, physical appearance or national
               origin shall be excluded from participation in, denied the benefits of, or be
               otherwise subjected to discrimination in the use of COMPANY's facilities and
               services; and
       b.      COMPANY agrees that in the construction of any improvements on, over or
               under Airport land and that in the furnishing of its services to the general
               public at the Airport, no person on the grounds of race, religion, sex, color,
               age, physical handicap, marital status, sexual preference, physical appearance
               or national origin shall be excluded from participation in, denied the benefits
               of, or otherwise be subjected to discrimination in such services; and
       c.      COMPANY shall use the Airport premises in compliance with all other
               requirements imposed by or pursuant to Title 49, Code of Federal
               Regulations, Department of Transportation, Subtitle A, Office of the
               Secretary, Part 21, Nondiscrimination in federally-assisted programs of the
               Department of Transportation Effectuation of Title VI of the Civil Rights Act
               of 1964, and as said Regulations may be amended.




                                              29
                           SECTION 20 - DBE REQUIREMENTS
       20.1    DBE Participation. In accordance with Regulations of the U.S. Department of
Transportation, 49 CFR Part 23, the Airport has implemented an Airport Concession
Disadvantaged Business Enterprise (ACDBE) Program under which qualified firms may
have the opportunity to operate an airport business. COMPANY agrees that it will comply
with any applicable provisions of the ACDBE Program approved by the Federal Aviation
Administration and shall comply fully with the reporting provisions outlined herein.
       COMPANY shall not discriminate against any business owner because of the owner's
race, color, national origin, or sex in connection with the award or performance of any
concession agreement covered by 49 CFR Part 23. COMPANY will include the provisions of
this Section in any authorized subcontract and cause subcontracts to similarly include such
provisions in further subcontracts.
       COMPANY shall cooperate with the Airport in the Airport’s policies to ensure that
contracting, subcontracting and purchasing opportunities available under this Agreement are
accessible and available to all qualified business owners, including ACDBEs.
       20.2    DBE Reporting Requirements.
       COMPANY shall submit such reports as may be required by CITY in the form
specified by CITY for the purpose of demonstrating compliance with this section.
In order to ensure compliance, COMPANY agrees to the following:
       a.      Within sixty (60) days after the expiration of each twelve (12) month contract
               period during the term of this Agreement, COMPANY will furnish CITY with
               a verified report, in the form acceptable to CITY (See attached DBE
               Attainment Report – Exhibit C) prepared and signed by an authorized
               management officer of COMPANY describing the total dollar amount of its
               purchases or leases of goods and services purchased for its operation under
               this Agreement. The report shall also list the total amount of goods and
               services purchased or lease from DBE firms certified by the State of Idaho
               Equal Employment Opportunity Office for the COMPANY’s operation under
               this Agreement during that previous twelve (12) month contract period.
       b.      COMPANY proposed an annual goal of one percent DBE participation. If
               COMPANY does not meet this goal, along with the above required report, it



                                             30
               shall provide documentation, in form acceptable to Airport, of its good faith
               efforts during such operating year to obtain additional DBE providers of
               goods and services.
       c.      COMPANY shall also provide such additional information to the CITY,
               including and DBE participation in direct ownership of the COMPANY’s
               business, as the Airport may reasonably request in order to permit the CITY to
               comply with the requirement of the ACDBE Program.
       20.3    Good Faith Effort. "Good faith efforts" are those efforts that could reasonably
be expected to result in DBE goal attainment. COMPANY shall actively seek to obtain DBE
participation and shall document those efforts. Efforts that are merely "pro forma" are not
considered "good faith efforts" in meeting DBE goals. Efforts to obtain DBE participation
are not good faith efforts to meet the goals, if, given all circumstances, the efforts could not
reasonably be expected to produce a level of DBE participation sufficient to meet the goals.
In determining whether or not the COMPANY has made such good faith efforts, some of the
factors the CITY will consider are the following:
       a.      Whether COMPANY provided written notice by certified mail to a reasonable
               number of specific DBEs that their interest in the provisions of this Section
               was being solicited;
       b.      Whether COMPANY followed up initial solicitations of interest by contacting
               DBEs to determine with certainty whether the DBEs were interested;
       c.      Whether COMPANY identified reasonable services to be performed by DBEs
               in order to increase the likelihood of meeting the good faith efforts;
       d.      Whether COMPANY provided interested DBEs with adequate information
               about the requirements of the provisions of this Section;
       e.      Whether COMPANY negotiated in good faith with interested DBEs, not
               rejecting DBEs as unqualified without sound reasons based on a thorough
               investigation of their capabilities;
       f.      Whether COMPANY made efforts to assist interested DBEs in obtaining
               bonding, lines of credit, or insurance required by the CITY;
       g.      Whether COMPANY effectively used the services of available minority
               community organizations: minority advisory groups; local, state and federal



                                               31
                 minority business assistance offices; and other organizations that provide
                 assistance in the recruitment and placement of DBEs;
       h.        Whether the scope of work submitted by COMPANY to any DBE
                 concessionaire, DBE contractor, DBE subcontractor, or DBE supplier, either
                 directly or indirectly, was intended to achieve, in whole or in part, the
                 specified DBE participation;
       i.        Whether the replies or quotes from DBEs in response to scopes of work
                 submitted to them by COMPANY, either directly or indirectly, were fair and
                 responsive;
       j.        Whether COMPANY contacted CITY for assistance in meeting the
                 COMPANY'S DBE goals;
       k.        Whether COMPANY identified and utilized any other efforts, deemed
                 acceptable by the CITY, to comply with provisions of this Section.
       20.4      COMPANY'S Certification as a DBE. If COMPANY is a certified DBE, then
the participation goal shall be deemed to be met. Any changes in COMPANY'S certification
or status shall be immediately reported to the CITY. If COMPANY is decertified as a DBE,
then CITY reserves the right to require compliance with the proposal goal of 1 percent DBE
participation.


                        SECTION 21 - HAZARDOUS SUBSTANCES
       No goods, merchandise, or material shall be kept, stored, or sold in or on Premises
which are explosive or hazardous; and no offensive or dangerous trade, business, or
occupation shall be carried on therein or thereon except as expressly allowed in this
Agreement. Nothing shall be done on said Premises, other than as is provided for in this
Agreement, which will increase the rate of or suspend the insurance upon said Premises or to
structures of CITY.


                      SECTION 22 - ENVIRONMENTAL PROVISIONS
       The COMPANY shall not use, store, transport, or dispose of any fuels, oil, grease,
lubricants, or other Hazardous Materials to, from, within, or upon the Premises in a manner
which violates any Federal, State or Local Laws. The CITY, by it officers, employees,



                                                32
agents, representative, contractor and furnishers of utilities and other services, shall have the
right at all reasonable times to enter the COMPANY's Premises for the purpose of inspecting
the same, for emergency repairs to utilities systems, for environmental testing, and for any
other purpose necessary for or incidental to or connected with the performance of the CITY's
obligations hereunder, or in the exercise of its governmental functions or in the CITY's
capacity as Airport owner. The CITY shall, to the extent permitted under applicable law,
preserve the confidentiality of all information obtained through such inspections, unless the
COMPANY has consented to disclosure or has publicly released such information. The
COMPANY agrees to defend, indemnify and hold harmless the CITY, its elected and
appointed officials, officers, agents and employees, from and against any and all loss; claim;
liability; damages; injunctive relief; injuries to person, property or natural resources; cost;
expense; interest; attorney fees; action or cause of action; or administrative proceedings
arising as a result of action or inaction by the COMPANY, its employees, agents or
contractors in connection with the release, threatened release or presence of any Hazardous
Material at the Premises, whether foreseeable or unforeseeable regardless of the source of
such release or threatened release or when such release or threatened release or presence
occurred or is discovered. The foregoing indemnity includes, without limitation, all costs in
law or in equity of removal, clean-up, remediation of any kind and disposal of such
Hazardous Materials, all costs of determining whether the CITY is in compliance and
causing the CITY to be in compliance with all applicable Federal, State and Local Laws or
Regulations and all costs associated with claims for damages to persons, property or natural
resources and all fines, civil penalties or assessments levied on the CITY due to hazardous
materials on the Premises resulting from action or inaction by the COMPANY, its
employees, agents or contractors.
       The COMPANY shall, in conducting any activity or business on the Premises,
including environmental response or remedial activities, comply with all Federal, State and
Local Laws or Regulations, including but not limited to Federal, State and Local Laws or
Regulations regarding the generation, storage, use, transportation and disposal of solid
wastes, Hazardous Materials, Special Wastes or other contaminants and regarding releases or
threatened releases of Hazardous Materials, Special Wastes or other contaminants into the
environment.



                                               33
       The COMPANY, at the request of the CITY, shall make available for inspection and
copying upon reasonable written notice and at reasonable times, any or all of the documents
and materials the COMPANY has prepared pursuant to any Federal, State and Local Laws or
Regulations or submitted to any governmental regulatory agency; provided, that such
documents and materials related to environmental issues or Federal, State and Local Laws or
Regulations and are pertinent to the CITY or the Premises. If any Federal, State and Local
Laws or Regulations require the COMPANY to file any notice or report of a release or
threatened release of Hazardous Materials or Special Wastes on, under or about the Premises
or the Airport, the COMPANY shall provide a copy of such report or notice to the CITY and,
to the extent practicable, shall receive the approval of the CITY prior to submitting such
notice or report to the appropriate governmental agency. The CITY shall have access to the
Premises, during regular business hours and accompanied by an employee of COMPANY, to
inspect the same in order to confirm that the COMPANY is using the Premises in accordance
with all of the Federal, State and Local Laws or Regulations.
       If the COMPANY fails to comply with any applicable Federal, State and Local Laws
or Regulations, the CITY, in addition to its rights and remedies provided below, may enter
the Premises and take all reasonable and necessary measures, at the COMPANY's expense to
ensure compliance with Federal, State and Local Laws or Regulations.
       In the event of a release or threatened release of Hazardous Materials, Special Wastes
or other contaminants into the environment relating to or arising out of the COMPANY's use
or occupancy of the Premises or in the event any claim, demand, action or notice is made
against the COMPANY regarding the COMPANY's failure or alleged failure to comply with
any Federal, State and Local Laws or Regulations, the COMPANY immediately shall notify
the CITY in writing and shall provide the CITY with copies of any written claims, demands,
notices, or actions so made. The COMPANY shall undertake such steps to remedy and
remove any Hazardous Materials and Special Wastes and any other environmental
contamination as are caused by the COMPANY on or under the Premises, as are necessary to
protect the public health and safety and the environment from actual or potential harm and to
bring the Premises into compliance with all Federal, State and Local Laws or Regulations.
Such work shall be performed at the COMPANY's sole expense after the COMPANY
submits to the CITY a written plan for completing such work and receives the prior written



                                             34
approval of the CITY, which approval shall not be unreasonably withheld, delayed or
conditioned. Specific clean-up levels for any environmental remediation work shall be
designed to meet all of the applicable Federal, State and Local Laws or Regulations. In the
event that the CITY is named in any enforcement action or lawsuit by any party in
connection with the environmental condition of the Premises caused by the action or inaction
of the COMPANY, the COMPANY shall defend the CITY and indemnify and hold harmless
the CITY from any costs, damages or fines resulting therefrom. Upon termination or
cancellation of this Agreement, as provided for herein, COMPANY shall provide CITY, at
COMPANY's expense, documentation indicating that Premises are free of hazardous
materials contamination as outlined in this Section. Such documentation shall be provided by
a qualified independent expert chosen by the COMPANY and subject to the CITY's
approval, which approval shall not be unreasonably withheld, delayed or conditioned.
COMPANY's indemnity and remediation duties of this Section shall survive cancellation,
termination, or expiration of this Agreement.


              SECTION 23 - FEDERAL STORM WATER REGULATIONS
       COMPANY'S uses of property on the Airport are subject to Federal storm water
regulations as set forth in 40 CFR Part 122. The Airport is located in the Environmental
Protection Agency’s Region 10, the Permitting Authority for Idaho. COMPANY agrees to
observe and abide by said regulations and polices and procedures promulgated by CITY. If
requested, COMPANY agrees to participate in any CITY organized task force or other work
group established to coordinate storm water compliance at the Airport.


                                 SECTION 24 - NOTICES
       All notices provided for herein shall be in writing. Any notice permitted or required
to be served upon COMPANY may be served upon it at:
                      Midwest Car Corporation dba Alamo Rent-A-Car
                      1450 Delanglade St
                      PO Box 560
                      Kaukauna, WI 54130-0560




                                                35
provided, however, that if COMPANY shall give notice in writing to CITY of any change in
said address, then and in such event such notice shall be given to COMPANY at such
substituted address. Any notice permitted or required to be served upon CITY may be served
upon it at:
                       Boise Airport
                       Attn: Property & Contract Administrator
                       3201 Airport Way, Suite 1000
                       Boise, ID 83705

provided, however, that if CITY shall give notice in writing to COMPANY of any change in
said address, then and in such event such notice shall be given to CITY at such substituted
address. Any notice served by mail shall be certified mail, return receipt requested.


                           SECTION 25 - WAIVER OF CLAIMS
        COMPANY hereby waives any claim against the CITY for loss of anticipated profits
caused by any suit or proceedings directly or indirectly attacking the validity of this
Agreement or part thereof, or by any judgment or award in any suit or proceeding declaring
any part of this Agreement null, void, or voidable, or delaying the same, or any part hereof,
from being carried out.


                                  SECTION 26 - SECURITY
        CITY shall provide, or cause to be provided, during the term of this Agreement, all
proper and appropriate public fire and police protection similar to that afforded to other
tenants or licensees at the Airport, and it will issue and enforce rules and regulations with
respect thereto for all portions of the Airport. COMPANY shall comply with the Airport
security related directives or instructions and shall have the right, but shall not be obligated,
to provide such additional or supplemental public protection as it may desire, but such right,
whether or not exercise by COMPANY, shall not in any way be construed to limit or reduce
the authority of CITY hereunder.




                                               36
SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
                                          STATES
       This Agreement is subject and subordinate to the terms, reservations, restrictions, and
conditions of any existing or future agreements between the CITY and the United States, the
execution of which has been or may be required as a condition precedent to the transfer of
federal rights or property to the CITY for Airport purposes, and the expenditure of federal
funds for the extension, expansion, or development of the Airport. Should the effect of such
Agreement with the United States Government be to take any of the property under lease or
substantially destroy the commercial value of such improvements, CITY shall terminate this
Agreement.


                  SECTION 28 - RIGHTS AND PRIVILEGES OF CITY
       a.     CITY shall have the right to enforce, and adopt from time to time, reasonable
              rules and regulations, which COMPANY agrees to observe and obey, with
              respect to the use of Airport property, Airport Terminal Building and
              appurtenances, provided that such rules and regulations shall not be
              inconsistent with safety, present rules and regulations of the FAA or the
              Transportation Security Administration (TSA), and future changes prescribed
              from time to time by the FAA or TSA.
       b.     COMPANY is aware that its patrons may improperly park its rental cars on
              the Airport and COMPANY acknowledges that CITY has the right and
              obligation to issue citations and tow away such improperly parked vehicles so
              as to protect and preserve for the public the orderly flow of traffic at the
              Airport. COMPANY shall be subject to and hereby agrees to cause to be paid
              by its patrons or to promptly pay on their behalf without protest, any and all
              such penalties imposed by such citations and, in addition, to promptly pay the
              charges of any tow services imposed by CITY with respect thereto. Any
              default by COMPANY in payment of said penalties and towing charges shall
              constitute a material breach of this Agreement. If any of COMPANY's
              vehicles are parked in the public parking lots on the Airport, the parking



                                             37
     operator shall not release said vehicle until the appropriate parking charges
     therefore are paid. COMPANY shall expressly inform its patrons of the
     applicable parking regulations on the Airport and the penalties and towing
     charges for violation thereof for which the patrons and COMPANY are liable.
c.   CITY's Airport Director is hereby designated as its official representative for
     the enforcement of all provisions in this Agreement with full power to
     represent CITY with dealings with COMPANY in connection with the rights
     herein granted.
d.   The Boise City Council, with advice from the Airport Director and Airport
     Commission, shall guide all actions relating to policy determination,
     modification of this Agreement, subsequent permissive authorization under
     this Agreement, termination of this Agreement, and any similar matters
     affecting the terms of this Agreement.
e.   CITY reserves the right to further develop or improve the landing and public
     areas, including Terminal and ramp space, of the Airport as it sees fit,
     regardless of the desires or views of COMPANY, and without interference or
     hindrance.
f.   During the time of war or National Emergency, CITY shall have the right to
     lease the landing area, or any other part of the Airport, to the United States
     Government for military or national use, and if any lease is executed, the
     provisions of this instrument insofar as they are inconsistent with the
     provision of the lease to the Government, shall be suspended.
g.   CITY hereby reserves for the use and benefit of the public, the right of aircraft
     to fly in the airspace overlying the land herein leased, together with the right
     of said aircraft to cause such noise as may be inherent in the operation of
     aircraft landing at, taking off from, or operating on or in the vicinity of
     Airport, and the right to pursue all operations of the Airport.
h.   CITY reserves the right to take any action it considers necessary to protect the
     aerial approaches of the Airport against obstruction, together with the right to
     prevent COMPANY from erecting, or permitting to be erected, any building
     or other structure on the Airport, which, in the opinion of the CITY, would



                                     38
              limit the usefulness of the Airport, or constitute a hazard to aircraft and the
              general public.
       i.     CITY may from time to time increase the size or capacity of any such Public
              Aircraft Facilities or Passenger Terminal Building or Common Use Portion of
              the Airport or make alterations thereof or close them or any portions of them,
              either temporarily or permanently, provided notice is given to COMPANY.
       j.     This Agreement at any time may be reopened for renegotiation if FAA Airport
              Certification, 14 CFR Part 139, or TSA Security Requirements, 49 CFR Part
              1542, or any requirement or regulation of the TSA, results in major
              expenditures to CITY due to COMPANY's tenancy on the Airport. If said
              renegotiation is mandated, written notice shall be given to COMPANY thirty
              (30) days prior to such renegotiations.
       k.     Airport Director reserves the right to add, subtract or re-designate parking
              spaces, counter locations and related areas should that be necessary to comply
              with future Airport development plans. CITY will not be liable for the costs
              associated with the moving or reinstallation of COMPANY's equipment,
              fixtures or improvements. CITY will give COMPANY written notice twelve
              (12) months prior to beginning any development provided for by this
              paragraph.


  SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
                           CONSTRUCTION REQUIREMENTS
       With respect to any development or construction on the Premises, COMPANY shall
at all times comply with development standards adopted by CITY or the Airport Director.
COMPANY shall also comply with the standard building and fire protection requirements of
CITY relating to construction and shall require its contractors and all subcontractors to
comply therewith.


                SECTION 30 - TERMS BINDING UPON SUCCESSORS
       All the terms, conditions, and covenants of this Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto. The provisions of



                                             39
       EXHIBIT A
AUTOMOBILE RENTAL LOBBY
       Boise Airport




            41
                              EXHIBIT A                  1,222 sf
                              Counter/Office Exhibit
                                  Drawing not to Scale    870 sf

                                                          745 sf
                                                         681 sf


                                                          428 sf
                        33'
      30'         30'                                    438 sf
                                                          824 sf

30'                                                       828 sf




30'



            32'   29'
   EXHIBIT B1
READY/RETURN LOT
      Initial
   Boise Airport




        42
Boise Airport                          Exhibit B1
Space Allocation          October 1, 2009 to on or before March
#2                        1, 2010 when the improvements are
Initial Allocation        complete and 8th Operator comes on-
                          airport                                          Kiosks
287 parking
spaces

7 kiosks


                                        A


                                5
                                                              31

                                                                       B


                                                                       C

              J                                               37
                                                              41

                                                                       D


                                                                       E

                                                                  40
                                                                  39
                     14
                                                                       F


                                                                       G


                                                                  39
                                                                  41

                                                                       H




                                 Hertz      93
                                 Avis       59
                                 Enterprise 43
                                 National   30
                                 Budget     28
                                 Dollar     18
                                 Thrifty    16
   EXHIBIT B2
READY/RETURN LOT
       Final
   Boise Airport




  (To Be Inserted)




        43
 Boise Airport                          EXHIBIT B2
 Space Allocation                 (may change slightly once
 #2                               expansion of lot is complete)
Final Allocation
effective on or before
March 1, 2010

Relocating Kiosk in row
F to G and Row J to L
and mid Row G to K or
L and adding a new
Kiosk to row K or L                      A


355 parking spaces
                              5
8 kiosks                                                          31

                                                                               B


                                                                               C

              J                                                   37
                                                                  41

                                                                               D


                                                                               E

                                                                  40
                                                                  40
                         14

                                                                               F

                                                                               G
                                                                                   Hertz      109
                                                                  39
                                                                                   Avis        69
                                                                  35
                                                                                   Enterprise 50
                                                                               H
  Room for                                                                         National   35
  future growth
  on ends of                                                                       Budget     33
  rows H, & J                                                              K
                                                                                   Dollar     21
                                                                  36
                                                                  37               Alamo      19

                                                                       L           Thrifty    19
                                         EXHIBIT C
  AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (DBE)
                     ATTAINMENT REPORT
                          Boise Airport

Automobile Rental Car Brand ____________________________________

Automobile Rental Agency Name ______________________________________

This Company/Business ____is ______is not, a certified DBE firm
(if certified please provide evidence of this certification and percentage of direct DBE
ownership of business) ____% DBE direct ownership of business.

For period from October 1, 20          to September 30, 20 __
Gross Receipts/Revenues for this Period                   $______________________
Concession Fees paid to Airport for this Period           $______________________

Total Goods & Services purchased or leased for Boise Airport operation for this Period
                                                         $______________________
Dollar Value of Goods & Services purchased or leased from certified DBE firms for Boise
Airport operation for this Period (insert below)
                                                                           Amount
DBE Name                                                           Paid to DBE Vendor
------------------------------------------                        - - - - - - - - - - - - - - --
                                                                  $
                                                                  $
                                                                  $
                                                                  $
                                                                  $ __________________
                       Total Payments to DBE Vendors             $

                               Percentage of DBE Participation                 %
                               DBE Goal                                        %
       DBE Goal met:           Yes             No ___________

If the DBE goal is not met, please provide detailed explanation of efforts made to attract
qualified DBE participants and reasons for the deficiency.

I certify that the above information is true and accurate to the best of my knowledge and
accurately reflects our DBE participation and good faith efforts during the period indicated.

____________________________________________                          Date______________
Printed Name:_________________________
Title: _______________________________




                                               44
                               EXHIBIT D
               MONTHLY GROSS REVENUE AND ACTIVITY REPORT
                                      Boise Airport

     Rental Car Company Name:                         (Insert company name)
     Revenue Period:                                  (insert date)

     Total Time and Mileage Revenue:                   $ (insert amount)
     ( Less Corporate Discount):                      - $ (insert amount)
     LDW Revenue:                                      $ (insert amount)
     CDW Revenue:                                      $ (insert amount)
     PAI/PEC Revenue:                                  $ (insert amount)
     Prepaid Fuel:                                     $ (insert amount)
     Vehicle License Fees:                             $ (insert amount)
     Airport Fees:                                     $ (insert amount)
     Other Fees:                                       $ (insert amount)
     TOTAL GROSS REVENUE:                             $ (insert amount)
     Times Ten Percent (10%)                          10%



     Amount Due Boise Airport:                          $ (insert amount)
     Minus: Min. Monthly Guarantee                    – $ (insert amount)
     Balance Due Boise Airport:                         $ (insert amount)
     Check #                                          (insert check number)




Attach monthly trial balance or sales journal summary for the Boise Airport location
showing the revenue by line item. Note: Assets and Liabilities do not need to be disclosed.




                                            45
         ATTACHMENT A

REQUEST FOR PROPOSALS AND ADDENDA


               RFP
                    CITY OF BOISE
          Department of Aviation
        REQUEST FOR PROPOSALS




       NON-EXCLUSIVE AUTOMOBILE RENTAL
       CONCESSION AND LEASE AGREEMENTS
                  Boise Airport
                  June 10, 2009


Addenda
1._______________
2._______________
3._______________
4._______________




                          1
                   NON-EXCLUSIVE AUTOMOBILE RENTAL
                   CONCESSION AND LEASE AGREEMENTS
                          Boise Airport, Boise Idaho



Section 1   Public Invitation -Request for Proposals

Section 2   Instructions and Information to Proposers

Section 3   Proposal Form

Section 4   Qualifications and Experience Form

Section 5   DBE Forms One and Two

Section 6   Form of Concession Agreement




                                           2
                                        Section 1
                                   PUBLIC INVITATION

                             REQUEST FOR PROPOSALS
                        NON-EXCLUSIVE AUTOMOBILE RENTAL
                        CONCESSION AND LEASE AGREEMENTS
                               Boise Airport, Boise Idaho

The City of Boise, Department of Aviation (hereinafter referred to as “City”) shall accept
sealed proposals for award of up to eight (8) non-exclusive automobile rental concession and
lease agreements, operating under up to eight (8) separate brand identifications, for a five (5)
year term at Boise Airport. Proposals will be received at the Boise Airport Administrative
Offices, 3201 Airport Way, Suite 1000, Boise, ID 83705, until Wednesday, July 22, 2009,
4:30 p.m. local time.

Interested parties may obtain proposal documents at the Boise Airport Administration
Offices, located on the 3rd floor of the Boise Airport terminal building at 3201 Airport Way,
Boise, Idaho 83705 or request an RFP be mailed by calling Airport Administration Offices
between the hours of 8:00 a.m. and 4:30 p.m. local time at (208) 383-3110 ext 0. There is no
charge for the proposal packet.

Proposals shall be sealed and clearly labeled “AUTOMOBILE RENTAL CONCESSION
AND LEASE AGREEMENT- BOISE AIRPORT”. Sealed envelopes containing proposals
should be addressed to the Boise Airport, 3201 Airport Way, Suite 1000, Boise, Idaho,
83705. The City will not be responsible for premature opening of proposals not properly
labeled. Only those proposals received in this office on or before the date and hour set for
opening of proposals will be eligible for consideration. Any proposal received after the
closing time, regardless of the method of delivery, will be returned to the proposer unopened.
Proposals may not be withdrawn after the closing time.

The City hereby notifies all proposers that Small and Disadvantaged Business Enterprises
will be afforded full opportunity to propose on this concession agreement and will not be
discriminated against on the grounds of race, religion, color, sex, age, national origin, or
disability in the consideration of awarding these privilege(s).

The City reserves the right to reject any or all proposals, to waive formalities or informalities,
and to award the concession and lease agreements for the services described to those
proposers deemed to be most advantageous to the City.

A Pre-Proposal Conference will be held on Monday, June 29 at 2:00 p.m. Mountain
Standard Time in the Salmon River Room located on the 3rd floor of the Boise Airport
terminal building, 3201 Airport Way, Boise, Idaho. Attendance at this meeting by
prospective proposers is not mandatory but is highly recommended.

The City of Boise appreciates your interest in meeting the needs of its citizens and the
customers of Boise Airport.

CITY OF BOISE, IDAHO
                                                3
                                       Section 2
                     INSTRUCTIONS AND INFORMATION TO PROPOSERS

                                 NON-EXCLUSIVE AUTOMOBILE RENTAL
                                 CONCESSION AND LEASE AGREEMENT

TABLE OF CONTENTS

1.     ISSUER......................................................................................................................... 5
2.     IMPORTANT DATES ................................................................................................. 5
3.     FORM OF THE RFP .................................................................................................... 5
4.     SCOPE OF SERVICES ................................................................................................ 6
5.     INVITATION TO PROPOSE ...................................................................................... 6
6.     DEADLINES ................................................................................................................ 6
7.     PROPOSERS COSTS................................................................................................... 6
8.     PRE-PROPOSAL CONFERENCE .............................................................................. 7
9.     COMPLETE RESPONSE ............................................................................................ 7
10.    PUBLIC INFORMATION ........................................................................................... 7
11.    ORAL PRESENTATIONS........................................................................................... 7
12.    ACCEPT, REJECT OR WITHDRAW PROPOSALS ................................................. 8
13.    EVALUATION CRITERIA ......................................................................................... 8
14.    BUSINESS ORGANIZATION .................................................................................... 8
15.    INDEPENDENT PROPOSAL ..................................................................................... 8
16.    GOVERNING LAW..................................................................................................... 9
17.    AIRPORT INFORMATION ........................................................................................ 9
18.    TERM OF CONTRACT............................................................................................. 10
19.    CUSTOMER FACILITY CHARGE .......................................................................... 10
20.    AUTOMOBILE RENTAL FACILITIES ................................................................... 10
   Counter/Queuing/Office ..................................................................................................... 10
   Ready/Return Lot................................................................................................................ 11
21.    PRE-EXISTING SERVICE CENTERS LEASE AND OVER-FLOW VEHICLE
STORAGE SPACE AGREEMENTS..................................................................................... 12
22.    ADDITIONAL OVER-FLOW PARKING (Space Available Basis)......................... 12
23.    ALLOCATING SPACES ........................................................................................... 12
24.    DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM ..................... 13
25.    PROPOSAL GUARANTEE....................................................................................... 14
26.    PERFORMANCE GUARANTEE.............................................................................. 14




                                                                  4
                                Section 2
              INSTRUCTIONS AND INFORMATION TO PROPOSERS

                      NON-EXCLUSIVE AUTOMOBILE RENTAL
                      CONCESSION AND LEASE AGREEMENT
                             Boise Airport, Boise Idaho

1.     ISSUER

       This Request for Proposals (RFP) is issued by the

              City of Boise
              Department of Aviation
              Boise Airport
              3201 Airport Way, Suite 1000
              Boise, ID 83705

       Questions about this RFP, the City of Boise proposal procedures, the Airport and
       future facilities shall be addressed to Amy Snyder, Property & Contract
       Administrator, who may be reached at the address above or by telephone at (208)
       384-3110 ext 0, fax (208) 343-9667 or via e-mail at asnyder@cityofboise.org .

2.     IMPORTANT DATES
       Public Advertisement                Wednesday, June 10, 2009
       Pre-Proposal Conference             Monday, June 29, 2009 @ 2:00 PM
                                           Mountain Standard Time
       Proposal Due Date                   Wednesday, July 22, 2009 @ 4:30 PM
                                           Mountain Standard Time
       Anticipated Award Date and
                                           Tuesday, August 11, 2009
       Transmittal of Contract Documents
       to Successful Proposers for
       Execution
       Commencement Date                   October 1, 2009


3.     FORM OF THE RFP

       This RFP consists of five parts, including these Instructions to Proposers.
              1.    Public Invitation - Request for Proposals
              2.    Instructions to Proposers
              3.    Proposal Form
              4.    Qualifications and Experience Form
              5.    Form of Concession and Lease Agreement

     Proposers must comply or agree to comply with all of the requirements in this RFP.
     Proposers are solely responsible for full and complete compliance.
                                                5
4.   SCOPE OF SERVICES

     The City intends to award up to eight (8) non-exclusive Automobile Rental
     Concession and Lease Agreements to up to eight (8) companies operating under eight
     (8) separate brand identifications. A detailed statement of the concession granted and
     the rights, privileges, and obligations of each concessionaire are set forth in the Form
     of Concession and Lease Agreement and the terms of that agreement are incorporated
     herein by reference.

     The RFP, and attachments and any addendums will form the terms and conditions of
     the Concession and Lease Agreement and will be binding on the successful Proposer.
     The successful Proposer will be expected to execute the Concession and Lease
     Agreement and fully provide the services described within this document and their
     Proposal unless objections are submitted with the Proposal. No objections will be
     considered following the Proposal acceptance time.

5.   INVITATION TO PROPOSE

     The City may have contacted prospective proposers known to do business relevant to
     this RFP. The City has also advertised the availability of this RFP and invites all
     interested parties to submit proposals in accordance with the requirements of the RFP.

6.   DEADLINES

     Proposals are due no later than Wednesday, July 22, 2009, 4:30 p.m. local time at the
     Boise Airport Administrative Offices, 3201 Airport Way, Suite 1000, Boise, ID
     83705.

     One original and four (4) copies of the proposal shall be submitted in one (1) sealed
     envelope or box and clearly labeled “AUTOMOBILE RENTAL CONCESSION
     AGREEMENT- BOISE AIRPORT”.

     A successful proposer must execute the Form of Concession and Lease
     Agreement and provide all ancillary documents not later than fourteen (14)
     working days after City awards contract, as detailed in Paragraph 25 below, or
     else City shall deem proposer has abandoned its proposal, and the proposal
     security shall be forfeited.

7.   PROPOSERS COSTS

     The Proposer will be responsible for all costs (including site visits where needed)
     incurred in preparing or responding to the RFP. All materials and documents
     submitted in response to the RFP become the property of the City and will not be
     returned.




                                            6
8.    PRE-PROPOSAL CONFERENCE

      A Pre-Proposal Conference will be held on Monday, June 29, 2009 at 2:00 p.m.
      Mountain Standard Time in the Salmon River Room located on the 3rd floor of the
      Boise Airport terminal building, 3201 Airport Way, Boise, Idaho. Attendance at this
      meeting by prospective proposers is not mandatory but is highly recommended.

      This conference will be the only opportunity afforded potential proposers to discuss,
      as a group, the scope and requirements of this RFP. Any changes, additions, or
      deletions to this RFP will be issued by the City in writing, and sent to parties who are
      on record as having obtained copies of the RFP from the City. Addendum(s), if
      issued, shall be acknowledged as received by the Proposer on the Proposal Form. No
      oral changes or modifications shall be made to this RFP or any proposal. Questions
      concerning interpretations of this RFP should be directed to the City’s contact at the
      address in Paragraph 1.

9.    COMPLETE RESPONSE

      Proposers must submit complete and concise responses to the RFP. Proposals will
      remain valid for one hundred twenty (120) days. All proposals will be retained by the
      City. Proposals should be prepared simply and economically, providing complete
      details as requested.

10.   PUBLIC INFORMATION

      The City is a public agency. All documents in its possession are public records.
      Proposals are public records and, except as noted below, will be available for
      inspection and copying by any person. If any Proposer claims any material to be
      exempt from disclosure under the Idaho Public Records Law, the Proposer will
      expressly agree to defend, indemnify and hold harmless the City from any claim or
      suit arising from the City's refusal to disclose any such material. No such claim of
      exemption will be valid or effective without such express agreement. The City will
      take reasonable efforts to protect any information marked "confidential" by the
      Proposer, to the extent permitted by the Idaho Public Records Law. Confidential
      information must be submitted in a separate envelope, sealed and marked
      "Confidential Information" and will be returned to the Proposer upon request after the
      award of the Concession Agreement. It is understood, however, that the City will
      have no liability for disclosure of such information. Any proprietary or otherwise
      sensitive information contained in or with any Proposal is subject to potential
      disclosure.

11.   ORAL PRESENTATIONS

      After opening of proposals, proposers may be required to clarify their proposals
      and/or respond to questions by the City as needed.




                                             7
12.   ACCEPT, REJECT OR WITHDRAW PROPOSALS

      The City reserves the right in its sole discretion to award or not to award a concession
      agreement. The City further reserves the right to accept or to reject any or all
      proposals, to waive any informality of any proposal, to modify or amend with the
      consent of the proposer any proposal prior to acceptance, and to effect any agreement
      otherwise, all as the City in its sole judgment may deem to be in its best interest. No
      proposal may be withdrawn after the time of proposal submission.

13.   EVALUATION CRITERIA

      The Airport Director and staff will review the merits of proposals in accordance with
      the evaluation criteria listed below. The contracts shall be executed by Successful
      Proposers and forwarded to the Boise City Council for approval. Failure to provide
      information requested in this RFP may result in disqualification of a proposal. The
      objective of the Airport Director and staff will be to evaluate the responsiveness of
      each proposer to the requirements of the RFP. Proposals shall be evaluated based on:

                Revenue to Boise City
                Qualifications
                Experience
                Financial information
                References
                Other Information
                Required Documents Enclosed

14.   BUSINESS ORGANIZATION

      The Qualifications and Experience Form requires each proposer to provide
      information concerning its organization; legal form of the organization; address; and
      other information to be attached to the Qualifications and Experience Form and
      submitted as parts of the proposal. Proposers must either be authorized to operate in
      the State of Idaho, or certify intent to obtain such authorization within thirty (30) days
      if awarded the Agreement, as well as comply with all State, County, and City
      regulations on taxes and licenses.

15.   INDEPENDENT PROPOSAL

      By submitting a proposal, proposers certify that their proposals have been derived
      independently without consultation, communication, or agreement with others, and
      without restricting competition. The person executing the proposal must certify that
      he or she is legally responsible and authorized to bind the proposer's organization to
      the requirements of this RFP and for the term of the Agreement included therein.




                                              8
16.   GOVERNING LAW

      The laws of the State of Idaho shall govern any Agreement executed between the
      successful proposer and the City. Further, the place of performance and transaction of
      business shall be deemed to be the County of Ada, State of Idaho and, in the event of
      litigation, the exclusive venue and place of a jurisdiction shall be in Ada County,
      Idaho.

17.   AIRPORT INFORMATION

      The Airport is located in the City of Boise, Idaho.

      The Airport’s primary air service area is comprised of southwest Idaho and eastern
      Oregon (east from Baker City). Boise Airport currently serves approximately three
      million passengers (enplaned and deplaned) annually.

      The Airport is currently served by seven airlines: Delta, Frontier, Horizon, Southwest,
      Skywest, United and U.S. Airways.

      The following table shows the Airport’s historical deplanements for the past five
      years:
          Calendar
          Year           Total Deplanements       Annual Growth Rate
          2004           1,426,761                6%
          2005           1,569,424                10%
          2006           1,647,356                5%
          2007           1,685,876                2%
          2008           1,582,100                -6%
          As Reported   by Airlines

      The Airport is currently served by seven (7) on-airport Automobile Rental brands
      Avis, Budget, Dollar, Enterprise, Hertz, National and Thrifty and one off-airport
      brand, Alamo.

      The following table shows Automobile Rental Gross Revenue for the past five years:

          Calendar      On-Airport RAC Gross      Annual     Growth
          Year          Revenue                   Rate
          * 2004        $28,253,754               2%
          2005          $30,513,047               8%
          2006          $35,450,256               16%
          2007          $35,754,646               1%
          2008          $33,659,464               -6%
          * DTG took over Dollar & Thrifty Brands from separate
          operators in November 2004




                                              9
          Calendar      Off-Airport          RAC Annual     Growth
          Year          Revenue                      Rate
          * 2004        $506,520                     100%
          2005          $846,064                     67%
          2006          $983,871                     16%
          2007          $1,115,660                   13%
          2008          $891,391                     -20%
          * Alamo began off-airport service in April 2004

18.   TERM OF CONTRACT

      Five (5) years, as set forth in Section 2.1 of the attached Form of Concession and
      Lease Agreement.

19.   CUSTOMER FACILITY CHARGE

      A Customer Facility Charge (CFC) of $1.20 per transaction day shall be collected
      from Automobile Rental Customers pursuant to Boise City Municipal Code Chapter
      12-22 Car Rental Customer Facility Charge (CFC) as further described in Section 4.6
      and Attachment C in the attached Form of Concession and Lease Agreement.

20.   AUTOMOBILE RENTAL FACILITIES

      The current Automobile Rental Concession and Lease Agreements will terminate on
      September 30, 2009. The City is soliciting proposals and plans to enter into
      Concession Agreements with up to eight (8) successful Automobile Rental proposers.
      Each company will have counter/queuing and office space on the first floor of the
      terminal building. Each company will be assigned ready/return parking spaces in a
      designated exterior parking area.

      Counter/Queuing/Office

      Incumbent Automobile Rental Concessionaires, currently leasing airport facilities that
      are in the top eight (8) successful proposals, shall retain their existing counter and
      office locations.

      The current counter/queuing/office space is comprised of seven counters with
      associated queuing (12 feet from counter back wall), and associated back offices.
      Initially, Concessionaire shall pay rent during each Contract month at the rate of
      $22.66 per square foot per year increased on an annual basis as detailed in Section 4.1
      of the attached Form of Concession and Lease Agreement.

      Space is available for construction of an approximate 15 linear foot counter and 681
      square foot back office area for use by an eighth operator. Should there be an eighth
      Successful Proposer, the City will develop and construct the counter shell and the
      Concessionaire will design, and construct their proprietary improvements, including

                                             10
counter inserts, back wall signage, and interior office improvements. The
improvements shall be completed on or before March 1, 2010. Operation at the
Airport and all associated rents and fees shall begin for the eighth operator at that
time.

Tenant improvements will be of first class quality consistent with current marketing
standards for their company. Tenants will submit all proposed improvements to the
Airport for review and approval by the Airport Director or his designee.

City shall reimburse to Concessionaire, the actual costs paid to a Contractor by
Concessionaire for specific counter/office improvements up to a maximum of twenty-
five (25) dollars per square foot of Concessionaire’s counter/office leased space.
Reimbursement method is defined in Section 5.2 of the attached Form of Concession
and Lease Agreement.

COMPANY shall be responsible for funding the installation of any trade fixtures,
communication equipment and brand identification signage in counter and office
area.

An exhibit of the Automobile Rental Lobby is attached as Exhibit A to the attached
Form of Concession and Lease Agreement

Ready/Return Lot

Ready/Return spaces, kiosks and pneumatic tube system for on-Airport automobile
rental companies are located in the surface parking area adjacent to the Airport
Terminal Building. There are currently 287 spaces, seven (7) Kiosks and a seven (7)
piece pneumatic tube system for transport of keys to counters. Initially, for the
Ready/Return Lot parking spaces, Concessionaire shall pay rent during each Contract
month at the rate of $360 per space per year ($30 per space per month). Initially, for
the Kiosk, Concessionaire shall pay rent during each Contract month at the rate of
$1,200 per space per year ($100 per space per month).

The rental rate on the parking spaces and kiosk shall be adjusted annually thereafter
based on the consumer price index percentage increase as defined in Section 4.2 of
the attached Form of Concession and Lease Agreement.

Space is available for construction of approximately 50 additional Ready/Return
parking spaces should they be required due to the addition of an eighth operator. If
needed, the City shall expand the pneumatic tube system and purchase and install an
eighth Kiosk. CFC funds shall be used to fund these improvements. Construction of
any additional improvements and reconfiguration of the Ready/Return Lot shall be
completed on or before March 1, 2010. Operation at the Airport and all associated
rents and fees shall begin for the eighth operator at that time.




                                     11
      COMPANY shall be responsible for funding the installation of any trade fixtures,
      communication equipment and brand identification signage in the Ready/Return Lot,
      including the Kiosk.

      An exhibit of the Ready/Return Lot is attached as Exhibit B to attached Form of
      Concession and Lease Agreement

21.   PRE-EXISTING SERVICE CENTERS LEASE AND OVER-FLOW VEHICLE
      STORAGE SPACE AGREEMENTS
      The pre-existing Service Center Leases and Over-flow Vehicle Storage Lot Leases
      are not a part of this proposal. Contracts will be offered to Successful Proposers
      under separate lease agreements. The term for the Service Center and Over-flow
      Vehicle Storage Lot leases shall run concurrent with the Concession and Lease
      Agreement.
      The City will grandfather the lease opportunity for the incumbent automobile rental
      companies provided:

         1. They are Successful Proposers;

         2. They enter into a new lease for the Premises;

      Initially, the annual rental rate shall be increased 19.222% (per the Consumer Price
      Index percentage increase – Jan 2002 to Jan 2009) and adjusted annually thereafter
      based on the Consumer Price Index percentage increase similar to the method defined
      Section 4.2 of the attached Form of Concession and Lease Agreement.

      If an incumbent does not agree to the grandfather provisions, its site would be offered
      to the next Successful Proposer in descending order of MAG. If the Successful
      Proposers do not agree to take the site, then the site would revert to the City after the
      incumbent vacated the property (i.e., 12-months to vacate the sites with building
      improvements and 2-months to vacate the sites with no building improvements);

      There shall be no subleasing of these sites.

22.   ADDITIONAL OVER-FLOW PARKING (Space Available Basis)

      On a space availability basis, the Airport may provide off-site, unsecured over-flow
      vehicle storage at a rate of $1.20 per car per day. Use of this parking shall be
      coordinated as needed and self reported on a monthly basis.

23.   ALLOCATING SPACES

      The spaces and kiosks in the Ready/Return Lot will be allocated by Airport Staff
      among the Successful Proposers on the basis of the proportion each Proposer’s total
      minimum guarantee for the first two years bears to the total of all guarantees for all
      Successful Proposers. The location of Ready/Return spaces allocated by the Airport

                                             12
      will be awarded to the Proposers in rank order with the Proposer offering the highest
      minimum guarantee for the first two years of the term of the Agreement having first
      choice of contiguous spaces, the Proposer offering the second highest total minimum
      guarantee for the first two years of the term having the second choice and so on
      provided all Successful Proposers can be reasonable accommodated with contiguous
      spaces. The Airport has the ability to adjust the exact number and location of spaces
      as may be necessary to maintain the continuity of the facility and provide for a
      minimum of 20 parking spaces to each Proposer.

      Facilities, once allocated, will not be reallocated during the term of the agreement
      unless space becomes available due to termination of a lease and/or vacating of space
      by one of the Successful Proposers.

24.   DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM

      Requirements contained in 49 CFR Part 23, regulations of the U.S. Department of
      Transportation, applys to this concession. It is the policy of the Boise Airport to
      practice nondiscrimination based on race, color, sex, or national origin in the award or
      performance of this contract. All firms qualifying under this solicitation are
      encouraged to submit bids/proposals. Award of the Concession and Lease Agreement
      will be conditioned upon satisfying the requirements of this proposal/bid
      specification. These requirements apply to all concessions firms and suppliers,
      including those who qualify as an Airport Concession DBE (ACDBE). Although no
      specific goal percentage for this Concession has been approved at this time, historical
      participation would suggest that a goal of 1 percentage of purchases of goods and
      services is reasonably attainable. The Proposer shall make good faith efforts, as
      defined in Appendix A, 49 CFR Part 26, to meet the concession specific goal for
      ACDBE participation in the performance of this concession.

      The concession firm will be required to submit the following information:
            1. The names and addresses of ACDBE firms or ACDBE suppliers of goods
                and services that will participate in the concession;
            2. A description of the work that each ACDBE will perform or goods and
                services that each ACDBE will provide;
            3. The dollar amount of the participation of each ACDBE firm/supplier
                participating;
            4. Written and signed documentation of commitment to use a ACDBE whose
                participation it submits to meet a contract goal;
            5. Written and signed confirmation from the ACDBE that it is participating
                in the concession as provided in the prime concessionaire’s commitment;
                and
            6. If the contract goal is not met, evidence of good faith efforts.

      Successful Proposers shall comply with the terms and conditions of such ACDBE
      Program applicable to Automobile Rental Companies and shall complete and submit
      Form 1 AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE
      (ACDBE) UTILIZATION and Form 2 – LETTER OF INTENT in Section 5 below

                                            13
      with their proposal to assist the Airport with evaluation of the Proposer’s DBE
      attainment.

      The Boise Airport relies upon the State of Idaho Transportation Department’s
      Uniform Certification Program (UCP), to maintain a directory identifying all firms
      eligible to participate as DBEs. This Directory includes ACDBEs. The Directory
      lists the firm’s name, address, phone number, date of the most recent certification,
      and the type of work the firm has been certified to perform as an ACDBE. The
      Directory is revised on an ongoing basis and the online document is updated on the
      first Monday of each month.

      The Directory is available from the Idaho Transportation Department as follows:
         • Online at www.itd.idaho.gov/civil/external.htm
         • Or by contacting the Idaho Transportation Department DBE Supportive
             Services Division.
                    Physical address: 3311 W. State Street, Rm 207, Boise Idaho
                    Mailing address: PO Box 7129, Boise Idaho 83707-1129
                    Phone (208) 334- 4447
                    E-mail civilrights@itd.gov.

25.   PROPOSAL GUARANTEE

      Each proposal shall be accompanied by a proposal bond, certified cashiers check or
      bank draft payable to City of Boise, in the amount of $10,000. The checks or draft
      must be attached to the Proposal Form and will be held by the City, without interest,
      as the proposal guarantee for a reasonable period of time until the Successful
      Proposers have been selected, after which the proposal guarantee of all but the
      Successful Proposers will be returned. The proposal guarantees of the Successful
      Proposers will be held pending their complete execution of the Concession and Lease
      Agreement and the performance of it properly secured, and evidence of insurance, all
      as required by the attached Form of Concession and Lease Agreement. After written
      notice of award of the Concession and Lease Agreement, if a Successful Proposer
      should fail to execute and return to the City the Concession and Lease Agreement
      along with the required insurance certificates and performance guarantee, within
      fourteen (14) business days after receipt of the Concession and Lease Agreement
      documents provided by City to Successful Proposer for execution, the proposal
      guarantee shall be forfeited to the City as liquidated damages.

26.   PERFORMANCE GUARANTEE

      Concurrently with execution of the Concession and Lease Agreement, each
      Successful Proposer shall obtain and deliver to City, unless specifically waived in
      writing by City, a good and sufficient corporate surety company bond or a bank
      irrevocable letter of credit ("Security Assurance") as required in Section 10 of the
      attached       Form        of      Concession       and       Lease      Agreement.




                                           14
                               PROPOSER'S CHECK LIST

The Proposer's Checklist is offered to the prospective Proposer as a means of checking
his/her proposal in order to ensure that a complete proposal is submitted, free from omissions
and errors that could possibly lead to rejection of the Proposal.

Check off when completed.

       1. Are all blank spaces filled in with requested information on Proposal Form?

       2. Have all addendums been acknowledged?

       3. Proposal Guarantee Cashier’s Check, Bank Draft or Bond included with your
          Proposal response?

       4. Are proposal amounts shown correctly? Are extensions and totals calculated
          correctly? Recheck for errors or omissions.

       5. Are authorized signatures properly affixed to the proposal documents, giving also
          title, etc.?

       6. Is the Qualifications and Experience Form completed and attached along with any
          required attachments?

       7. Have questions arising from the Proposal, Concession and Lease Agreement,
          specifications or plans been submitted to the proper authority and resolved in the
          proper manner?

       8. Please provide the ORIGINAL and a Four Copies of the Proposal Form(s) and
          required attachments (including the Qualifications and Experience Forms and
          DBE forms).




                                             15
                                 To be Used by All Proposers


                                        Section 3
                                    PROPOSAL FORM

                       NON-EXCLUSIVE AUTOMOBILE RENTAL
                       CONCESSION AND LEASE AGREEMENT
                              Boise Airport, Boise Idaho


TO:    City of Boise
       Department of Aviation
       3201 Airport Way, Suite 1000
       Boise, ID 83705

       Attn: Property & Contract Administrator

The undersigned Proposer hereby submits this Proposal for an automobile rental concession
at Boise Airport. Proposer hereby declares that the only person or persons interested in this
Proposal as Principal or Principals is or are named herein and that no person other than those
herein mentioned has any interest in this Proposal or in the Concession Agreement to be
entered into; that this Proposal is made without consultation with any other person, company
or parties making a Proposal; and that it is in all respects fair and submitted in good faith
without collusion or fraud. Proposer represents to Boise City that, except as may be
disclosed below hereto, no City member nor officer, employee or agent of the City either has
or will have any interest, either directly or indirectly, in the business of the Proposer in the
operation of the Concession, and that no such person must have any such interest at any time
during the Term of the Concession, should it be awarded the Proposer.

                 Disclosure of Interest of Any City Employee or Agent:
__________________________________________________________________________

__________________________________________________________________________

The Proposer further declares that having received a copy of and examined the Request for
Proposals for Non-Exclusive Automobile Rental Concession and Lease Agreement, the
proposed Form of Automobile Rental Concession and Lease Agreement, and any and all
related documents, including Addenda, for the proposed Non-exclusive operation of
Automobile Rental Concessions at the Boise Airport, Boise, Idaho, and having become
familiar with the proposed sites therefore and operations thereof, has satisfied him or herself
relative to the Concession to be awarded.




                                              16
                                 To be Used by All Proposers

Proposer Acknowledges Receipt of the Following Addenda(s):


          Addenda         Date
          1.
          2.
          3.
          4.


The Proposer requires use of a pneumatic tube system from the Ready/Return Lot to
Counter/Office area. Yes ( )              No ( )

The Proposer requires use of a kiosk in the Ready/Return Lot. Yes ( )         No ( )

The Proposer hereby submits by enclosure the Qualification and Experience Form and
supporting information required by the Request for Proposal and certifies that all information
so submitted is both accurate and complete.


The Proposer has enclosed either: (check applicable blank)
   [   ] A certified cashier’s check or bank draft for $10,000.00 or
   [   ] The completed Proposal Bond in the amount of $10,000.00.


If any of the language or information in this Proposal conflicts with the Request for Proposal
or any of the documents furnished with the Request for Proposal, the language of the Request
for Proposal or of the applicable document must govern.


The Proposer further agrees that, in the event the Concession is awarded to him/her and
he/she fails to comply with all of the requirements of the preceding paragraphs, as applicable,
the Proposal Guaranty must be forfeited to the City.


The undersigned proposes to provide services in accordance with the specifications for
Automobile Rental Concession Operator for the City of Boise, Idaho and to bind themselves,
on the acceptance of this proposal, to enter into and execute a Concession Agreement, of
which this proposal, terms and conditions, and specifications will be part.

                                              17
                                 To be Used by All Proposers


The undersigned acknowledges the rights reserved by the City to accept or reject any or all
proposals as may appear to be in the best interest of the City. The undersigned further
agrees, if awarded a Concession and Lease Agreement, to execute and deliver the same to the
City within fourteen (14) working days after receipt of said Concession and Lease
Agreement documents, and to submit therewith the required insurance certificates and
performance guarantee.      In case of default on executing such Concession and Lease
Agreement with necessary insurance certificates and performance guarantee, the Proposal
Security accompanying this Proposal and any money payable thereon will be and remain the
property of the City.


The undersigned hereby submits a Proposal on the Concessions and Lease to be awarded by
the City, as follows:

For the right to operate a Concession at the Airport, the Proposer offers to pay
annually, through twelve (12) monthly installments, to the City during the five (5) year
term of the Automobile Rental Concession and Lease Agreement, ten percent (10%) of
its annual "Gross Revenues" as defined in the proposed Form of Automobile Rental
Concession and Lease Agreement, or the following Minimum Annual Guarantee
(cannot be less than $125,000.00 per year for the first two (2) years) for each of the five
(5) years of the term as indicated, whichever is greater:

       MINIMUM ANNUAL GUARANTEE (MAG):

First Year
                        (amount in words)                                       Year

                        $
                        (amount in numbers)                                     Year

Second Year
                        (amount in words)                                       Year

                        $
                        (amount in numbers)                                     Year




                                              18
                                 To be Used by All Proposers

Third, Fourth,
and Fifth Year         (85%) of the actual total commission payment due to the City from
                       Concessionaire for the preceding year, or the MAG for the first year,
                       whichever is greater, but shall never be less than the Minimum Annual
                       Guaranteed Concession Fee for the second year.

The undersigned hereby acknowledges that the premises at the Boise Airport proposed to be
devoted to Automobile Rental concession, have been inspected by the undersigned, who has
become thoroughly familiar therewith. The undersigned further acknowledges the right of the
City acting by and through its Airport Director, to reject any or all proposals submitted, and
that an award may be made to a proposer other than one of the eight highest monetary
proposers if deemed more advantageous to City; and acknowledges that this proposal is made
with full knowledge of the foregoing and in full agreement thereto. By submission of this
proposal, the proposer acknowledges that said Airport Director has the right to make any
inquiry or investigation he deems appropriate to substantiate or supplement information
contained in the proposal and related documents, and authorizes release to the Airport of any
and all information sought in such inquiry or investigation.

Dated at this ________day of                 , 2009.

Signature of Proposer:

If an individual:
        Doing business as:

If a partnership:
        Doing business as:

       By:
                               (General Partner)
If a corporation:

                                      a corporation organized in the State of __________.

       By:

       Title:

       (Seal if proposal by corporation)

Address of Proposer:



Telephone:                                             Fax: ________________________

E-Mail:

                                             19
                              To be Used by All Proposers


                               Section 4
                 QUALIFICATIONS AND EXPERIENCE FORM

                      NON-EXCLUSIVE AUTOMOBILE RENTAL
                      CONCESSION AND LEASE AGREEMENT
                             Boise Airport, Boise Idaho

1.   GENERAL INFORMATION
     The proposer hereby certifies that all statements and all answers to questions herein
     are true, complete, and correct. All information requested in this form MUST be
     furnished by the proposers and MUST be submitted with the Proposal Form.
     Statements must be complete, accurate and in the form requested.
     A.     Name and address of proposer exactly as it should appear on the Automobile
            Rental Concession Agreement:




            Telephone:
     B.     Address of proposer, if different from above, for purposes of notice or other
            communication relating to the proposal and Automobile Rental Concession
            Agreement. (If proposer is other than an individual, provide the name of an
            individual who shall represent proposer):




            Telephone:                             FAX:
            E-mail:
     C.     Proposer intends to operate the Automobile Rental Concession as a
            corporation ( ); partnership ( ); sole proprietorship ( ); or
            Explain:




                                           20
                             To be Used by All Proposers

CORPORATION STATEMENT


           If a corporation or a corporation-in-formation, answer the following:
    1.     When incorporated?


    2.     Where incorporated?


    3.     Is the corporation authorized to do business in Idaho?
           Yes ( )        No ( )
           If so, as of what date?
    4.     Furnish the following information about the principal officers of the
           corporation:
           NAME                      TITLE                      ADDRESS




           Name and address of agent for process in the State of Idaho:




PARTNERSHIP STATEMENT
    If a partnership, answer the following:
    1.     Date of organization?


    2.     General Partnership ( )                Limited Partnership ( )
    3.     Has the partnership done business in Idaho?
           Yes ( )        No ( )
    4.     Name and address of each general partner:
           NAME                                   ADDRESS




                                             21
                              To be Used by All Proposers

JOINT VENTURE
     If a joint venture, answer the following:
     1.     Date of organization?


     2.     Has the joint venture done business in Idaho?
            Yes ( )         No ( )
     3.     Name and address of each member of the joint venture:
            NAME                                      ADDRESS




SOLE PROPRIETORSHIP

     If sole proprietorship, furnish the following:
     1.     Proprietor's name in full:


            Address:




            Company name:


     Company address:




            How long in business under this company name?




                                            22
                        To be Used by All Proposers

2.   STATEMENT            OF       QUALIFICATIONS          AND       EXPERIENCE
     INSTRUCTIONS
     For each question that requires an attachment, please restate the paragraph
     number, (e.g., Attachment II, C), and the corresponding question.
     A.     Name of proposer:


            Address:




            Telephone:                              FAX:
            E-mail:
     B.     Indicate below if you are certified by the State of Idaho as a Minority –
            Owned, Woman-Owned or Disadvantaged Business Enterprise (DBE).
            Yes ( )          No ( )
            (Attach certification as Written Attachment II, B.)
     C.     Each proposer must detail and provide specific goals and objectives
            for their Affirmative Action program as follows:
            1.        Most recent Affirmative Action and non-discriminating plan
                      regarding hiring, subcontracting and purchasing.
            2.        Work force composition in use or proposed for its Boise
                      Airport operation.
            3.        The contracting and subcontracting of capital improvements
                      which may be made to leased premises at the Boise Airport.
            4.        The purchasing of merchandise, materials, supplies and
                      services during the term of the Automobile Rental Concession
                      Agreement.
            5.        Other information regarding Affirmative Action proposer
                      deems relevant.
            (Attach Information as Written Attachment II, C.)




                                     23
               To be Used by All Proposers

D.   Number of years proposer has performed Automobile Rental services.
     (If Automobile Rental service is to be performed by a joint venture or
     partner, indicate the experience of each party.)
     Automobile Rental experience: _________years. Indicate beginning
     and ending years for each party
                                                                           .
E.   Describe the nature of proposer's experience in the operation of
     automobile rental facilities and state the number of persons currently
     employed in such operations.
     (Attach answer as Written Attachment II, E.)
F.   Submit a list of the five (5) largest locations where proposer has
     operated Automobile Rental facilities within the last five (5)
     consecutive years, giving the dates of operation for each location and
     the gross revenues for each operation for the last three (3) years. List
     each airport Automobile Rental location separately.
     (Attach answer as Written Attachment II, F.)
G.   Give names, addresses, and telephone numbers for landlords, if any,
     for all operations listed in Paragraph F above.
     (Attach answer as Written Attachment II, G.)
H.   Give name, location, and date of all Automobile Rental operating
     contracts, if any, that have been terminated within the past five (5)
     years, for any reason, either voluntarily or involuntarily, prior to the
     expiration of their term; also list any judgments terminating
     Automobile Rental operating agreements operated by proposer within
     the past five (5) years. If none, indicate "none" here                .
     (Attach separate sheet, if necessary, as Written Attachment II, H.)




                            24
                  To be Used by All Proposers

I.     Name and experience of key personnel of proposer for Boise Airport
       operation:
       TITLE                    NAME                  EXPERIENCE




(If additional space is needed, attach answer at Written Attachment II, I.)
J.     Does proposer have a nationwide reservation system?
       Yes ( )         No ( )
       If yes, name of system?
K.     State the number and make of automobiles the Proposer proposes to
       use at Boise Airport.
L.     State the names of proposer's credit card affiliations




M.     Will proposer provide affiliation with a preferred marketing program
       for frequent users, (for example Hertz #1 Gold Club, etc.)?
       Yes ( )         No ( )
       If yes, name of program?
N.     State the number and locations of proposer's operating outlets and
       facilities in the Boise Metropolitan Area, if any:




O.     State the number of rental automobiles owned by proposer in its
       existing fleet registered in Ada County                  .




                                25
                           To be Used by All Proposers

3.   FINANCIAL INFORMATION
     A.   Financial Statements
          All proposers must provide audited financial statements for their organization
          for the last two (2) fiscal years. Included therein shall be information naming
          the principals, their addresses and telephone numbers, and local and regional
          management personnel and their addresses and telephone numbers. Also
          included shall be a listing of proposer's financial references, including banks
          and other financial institutions that are used by Proposer. The City reserves
          the right to confirm and request clarification of all information provided.
          Incomplete disclosures may deem a proposal to be non-responsive.
          (Attach statements as Attachment III, A.)
     B.   Surety Information
          Has proposer ever had a bond or surety canceled or forfeited?
          Yes ( )         No ( )
          If yes, state name of bonding company, date, amount of bond, and reason for
          such cancellation for forfeiture. Provide information, including name of a
          bonding company or a reference that indicates proposer's ability to qualify for,
          obtain, and submit the Performance Bond or Letter of Credit that must be
          submitted to the City if proposer is awarded this concession privilege.
          (Attach answer as Written Attachment III, B.)
     C.   Bankruptcy Information
          Has the organization, corporation, partnership, or principal owners of the
          organization ever declared bankruptcy?
          Yes ( )        No ( )
          If yes, give details including date the case was filed and closed, court
          jurisdiction, which chapter, amount of liabilities, and amount of assets.
          (Attach answer, if any, as Written Attachment III, C.)




                                         26
                               To be Used by All Proposers

23.   LITIGATION DISCLOSURE
      Failure to fully and truthfully disclose the information required by this Litigation
      Disclosure may result in the disqualification of a proposal or termination of the
      concession agreement, once awarded.
      (a)    Has proposer or any member of its firm or team to be assigned to this
             engagement ever been indicted or convicted of a felony or misdemeanor
             greater than a Class C misdemeanor in the last five (5) years?
             Yes ( )         No ( )
      (b)    Has proposer or any member of its firm or team been terminated (for cause or
             otherwise) from any work being performed by the City of Boise or any other
             Federal, State or Local government, or private entity?
             Yes ( )         No ( )
      (c)    Has proposer or any member of its firm or team been involved in any claim or
             litigation with the City of Boise or any other Federal, State or Local
             government, or private entity during the last ten (10) years?
             Yes ( )         No ( )
      If proposer answered "Yes" to any of the above questions, please indicate the name(s)
      of the person(s), the nature, court dates and location, and the status and/or outcome of
      the information, indictment, conviction, termination, claim of litigation, as applicable.
      (Attach answer, if any, as Written Attachment IV, A.)
      The undersigned hereby attests to the truth and accuracy of all statements, answers,
      and representation made in this qualifications and experience form, including all
      supplementary statements attached hereto (individual, partner, joint venturer,
      authorized officer of corporation).
             By:
             Printed Name:
             Title:
             Proposer:




                                             27
                            To be Used by All Proposers


                                Section 5
                         DBE FORMS ONE AND TWO

                   NON-EXCLUSIVE AUTOMOBILE RENTAL
                   CONCESSION AND LEASE AGREEMENT
                          Boise Airport, Boise Idaho

For Demonstration of Good Faith Efforts



FORM 1: AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE
(ACDBE) UTILIZATION

The undersigned bidder/offeror has satisfied the requirements of the bid/proposal
specification in the following manner (please check the appropriate space):

      _____ The bidder/offeror is committed to a minimum of ____ % ACDBE
      utilization on this contract.

      _____ The bidder/offeror (if unable to meet the ACDBE goal of ____%) is
      committed to a minimum of ____% ACDBE utilization on this contract and
      submitted documentation demonstrating good faith efforts.

Name of bidder/offeror’s firm: ______________________________________

State Registration No. ____________________

By ___________________________________           ______________________
      (Signature)                                  Title




                                        28
                            To be Used by All Proposers

FORM 2: LETTER OF INTENT

Name of bidder/offeror’s firm: _______________________________

Address: ________________________________________________

City: _____________________________ State: _______ Zip: ______


Name of ACDBE firm: ________________________________________

Address: _________________________________________________

City: ________________________________State: _______ Zip: _____

Telephone: ___________________

Description of work to be performed by or goods and services to be purchased from
ACDBE firm:

-----------------------------------------------------------

-----------------------------------------------------------

-----------------------------------------------------------

-----------------------------------------------------------

The bidder/offeror is committed to utilizing the above-named ACDBE firm for the
work or purchase of goods and services described above. The estimated dollar
value is $ ___________.

Affirmation

The above-named ACDBE firm affirms that it will perform the portion of the contract
for the estimated dollar value as stated above.

By __________________________________________________________
     (Signature)                (Title)

If the bidder/offeror does not receive award of the prime contract, any and all
representations in this Letter of Intent and Affirmation shall be null and void.

(Submit this page for each DBE subcontractor.)




                                        29
                Section 6
               FORM OF
   CONCESSION AND LEASE AGREEMENT

NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES
          Boise Airport, Boise, Idaho




                   30
                                  CONCESSION AND LEASE AGREEMENT

                        NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES

                                                 TABLE OF CONTENTS

SECTION 1 - PREMISES ........................................................................................................ 4
SECTION 2 -TERM OF CONCESSION AND LEASE AGREEMENT ................................ 5
SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY .................................... 5
SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS .................................... 7
SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
AND EQUIPPING OF PREMISES ....................................................................................... 13
SECTION 6 - MAINTENANCE AND JANITORIAL .......................................................... 15
SECTION 7 - STANDARDS OF SERVICE.......................................................................... 16
SECTION 8 - LICENSES AND TAXES ............................................................................... 19
SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE........ 20
SECTION 10 - PERFORMANCE GUARANTEE ................................................................ 22
SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
BUILDING ......................................................................................................................... 23
SECTION 12 - CANCELLATION ........................................................................................ 24
SECTION 13 - EMPLOYEE PARKING ............................................................................... 26
SECTION 14 - EXCLUSIVITY............................................................................................. 26
SECTION 15 - NONWAIVER OF RIGHTS ......................................................................... 27
SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER ............................... 27
SECTION 17 - INSPECTION OF PREMISES...................................................................... 27
SECTION 18 - QUIET ENJOYMENT .................................................................................. 27
SECTION 19 - NONDISCRIMINATION ............................................................................. 28
SECTION 20 - DBE REQUIREMENTS ............................................................................... 28
SECTION 21 - HAZARDOUS SUBSTANCES .................................................................... 31
SECTION 22 - ENVIRONMENTAL PROVISIONS ............................................................ 31
SECTION 23 - FEDERAL STORM WATER REGULATIONS .......................................... 34
SECTION 24 - NOTICES ...................................................................................................... 34
SECTION 25 - WAIVER OF CLAIMS ................................................................................. 35
SECTION 26 - SECURITY.................................................................................................... 35
SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
STATES       ......................................................................................................................... 35
SECTION 28 - RIGHTS AND PRIVILEGES OF CITY....................................................... 36
SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
CONSTRUCTION REQUIREMENTS.................................................................................. 38
SECTION 30 - TERMS BINDING UPON SUCCESSORS .................................................. 38
SECTION 31 - TIME OF ESSENCE ..................................................................................... 38
SECTION 32 - AGREEMENT MADE IN IDAHO............................................................... 38
SECTION 33 - HEADINGS................................................................................................... 39




                                                                   1
EXHIBITS AND ATTACHMENTS

Exhibit A -   Automobile Rental Lobby
Exhibit B -   Ready/Return Lot
Exhibit C -   DBE Attainment Form
Exhibit D -   Monthly Gross Revenue and Activity Report


Attachment A - CITY’s Request for Proposals (RFP)
Attachment B - COMPANY’s Proposal
Attachment C - Boise City Municipal Code Chapter 12-22 Car Rental Customer Facility
              Charge




                                           2
                        CONCESSION AND LEASE AGREEMENT

                 NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES
                           Boise Airport, Boise, Idaho


THIS AGREEMENT, made and entered into this ___ day of                          , 20    by
and between the City of Boise, a municipal corporation and situated in Ada County, Idaho,
hereinafter designated as "CITY" and,                                                 ,
hereinafter designated as "COMPANY".

                                    W I T N E S S E T H:


     WHEREAS, the CITY owns, controls, operates and maintains an airport known
generally as Boise Airport (“Airport”), located in the City of Boise; and


     WHEREAS, automobile rental services at the Airport are essential for proper
accommodations of passengers arriving at and departing from the Airport; and


     WHEREAS the CITY has issued a Request for Proposal (“RFP”) for the right to
operate a Concession, which is attached hereto as Attachment A together with any
addendum and incorporated herein by this reference; and


       WHEREAS, the COMPANY submitted a Proposal to the CITY for the right to
operate a Concession, which is attached hereto as Attachment B and incorporated herein by
this reference; and


     WHEREAS, the CITY wishes to grant the right for up to eight companies to operate an
automobile rental business (“Concession”) at the Airport; and


     WHEREAS COMPANY is engaged in the business of operating and maintaining
automobile rental agency and represents and warrants to CITY that it is fully qualified to



                                               3
conduct an automobile rental concession and to construct, equip, maintain, use and operate
the facilities contemplated hereunder to meet its obligations and responsibilities described
and required by this Agreement; and


     NOW, THEREFORE, in consideration of the foregoing and mutual covenants in this
Agreement the CITY does hereby award to COMPANY and COMPANY does hereby accept
from CITY certain rights and privileges on, and in connection with the Airport, along with
the obligations described herein, and CITY and COMPANY do furthermore agree to the
following:


                                   SECTION 1 - PREMISES
       CITY hereby grants to COMPANY and COMPANY hereby agrees to receive from
CITY and pay rental to CITY for occupancy privileges in the following spaces and facilities,
hereinafter collectively called "Premises":


       a.      Approximately                         square feet, more or less, of counter,
               office and associated queuing space in the Terminal Building at the Airport at
               the location shown on Exhibit A, attached hereto and by reference made a
               part hereof.
       b.                                             (                    ) Ready/ Return
               parking spaces located in the Ready/Return lot as depicted on Exhibit B,
               attached hereto and made a part hereof by reference. All of the ready and
               return spaces shall hereafter be referred to as "Ready/Return Spaces."


       c.                      (                    ) Ready/ Return Kiosk located in the
               Ready/Return Lot as depicted on Exhibit B, attached hereto and made a part
               hereof by reference.




                                              4
             SECTION 2 -TERM OF CONCESSION AND LEASE AGREEMENT
       2.1       Term.      This Agreement shall be binding upon execution and the term
hereunder shall commence on October 1, 2009 and end on September 30, 2014 for a total
period of five (5) years.
       2.2       Options to Extend. Unless otherwise provided herein, this Agreement shall not
create any right, privilege or option to extend this Agreement beyond the Term stated herein.
This section does not prohibit the Airport Director from determining it is in the best interest
of the CITY to extend the Agreement on a short term basis should the need arise. Such
extension would require an Amendment extending the Term.
       2.3     Surrender of Possession. COMPANY shall, upon termination or cancellation
of this Agreement, immediately quit and deliver up the Premises and privileges to CITY
peaceably and quietly. In addition to any lien provided by Idaho law, CITY shall have a
specific lien on all property of COMPANY on CITY Premises, except rental vehicles and
leased computer terminals and related equipment on the Premises as security for
nonpayment. Upon termination or cancellation of this Agreement, COMPANY shall not
remove all improvements from Premises except with written permission from CITY.
       2.4       Holding Over.     Any unauthorized holding over by COMPANY after the
expiration or sooner termination of this Agreement, or any extension hereof, without the
written consent of the Airport Director, except for the period authorized and required for
removal of COMPANY’s property, shall entitle CITY to collect from COMPANY, as
liquidated damages for such holding over, double the amount of the Minimum Monthly
Guarantee in effect immediately prior to the commencing of such holding over. CITY shall
be entitled to remove COMPANY, using police power if necessary, from said premises.
COMPANY shall reimburse CITY for any costs associated with the removal of COMPANY
from premises.


       SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY
       CITY hereby grants to COMPANY the following privileges, uses, and rights, all of
which shall be subject to the Terms, conditions, and covenants set forth herein, all of which




                                               5
shall be nonexclusive on the Airport. COMPANY understands and agrees that it shall not
engage in any other business on the Airport under this Agreement.
       3.1    Concession Privileges. CITY gives and grants the right, license, and privilege
to operate a non-exclusive automobile rental concession at the Airport for the purpose of
renting automobiles to airline passengers and such other persons who may request such
services at the Airport. COMPANY shall have the right to conduct and operate and shall be
required to conduct and operate the automobile rental concession business from the Airport
Terminal Building.
       3.2    General Use of the Airport. COMPANY shall be entitled to use on a non-
exclusive basis, public areas and roadways at the Airport. COMPANY shall have ingress to
and egress from the Premises over Airport roadways, subject to such rules, regulations and
fees of uniform application as may be established by CITY, respecting the use of such
roadways, except when said roadways are closed on a temporary basis for repairs,
rehabilitation or any other reasonable purpose. CITY reserves the right to close any means of
ingress and egress so long as other comparable means of ingress and egress to the Premises
are available to the COMPANY.
       3.3    Terminal Building. COMPANY will be entitled to the use, in common with
others so authorized, of the Terminal Building appurtenances, together with all facilities,
equipment, improvements, and service which have been or may hereinafter be provided at or
in connection with the Terminal Building for common use insofar as the same will be
reasonably necessary for the purposes of the operation of an automobile rental concession.
       3.4    Signs. No signs shall be installed by COMPANY on or about the Premises
without prior written approval of the Airport Director or his designee, said approval being
discretionary with the Airport Director. COMPANY, at its sole expense, may install and
thereafter operate and maintain company identification signs as follows:
       a.     Counter and Office space signage shall be limited to the wall behind the
              counter. The area in front of the counter shall be used for queuing only.
       b.     Ready/Return Lot stall identification sign supports and blanks were purchased
              by CITY utilizing Customer Facility Charge (CFC) funds and shall remain
              with each individual space.         Painting and/or application of COMPANY
              branding shall be at the expense of the COMPANY. Traffic Control and Way



                                              6
                Finding signage in the Ready/Return Lot shall be owned and maintained by
                CITY.
        c.      Ready/Return Kiosks include individual signage frames. Sign inserts are the
                responsibility of COMPANY. Any modification to the signage on the Kiosk
                is not allowed without prior written approval by Airport Director or his
                designee.
        d.      No temporary signs or displays shall be permitted on the Premises without
                prior written approval of the Airport Director.
        3.5     Independent Contractor. COMPANY will, at all times during the Term of this
Agreement, be regarded as an independent contractor and COMPANY will not at any time
act as agent for or of the CITY.


              SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS
        4.1     Rentals. During the term hereof, COMPANY shall pay the following space
and facilities rents:
        a.      For the use of the counter, queuing and associated office space in the Terminal
                Building (the Premises in Section la), the initial rental rate of twenty-two
                dollars and sixty-six cents ($22.66) per square foot per annum payable in
                equal monthly installments, in advance and without demand, on the first day
                of each calendar month of this Agreement.
        b.      For the use of the Ready/Return spaces (the Premises in Section 1b), the initial
                rental rate of three hundred and sixty dollars ($360) per space per annum
                payable in equal monthly installments, in advance and without demand on the
                first day of each calendar month of the Agreement.
        c.      For the use of the Ready/Return Kiosk (the Premises in Section 1c), the initial
                rental rate of one thousand two hundred dollars ($1,200) per annum payable in
                equal monthly installments, in advance and without demand on the first day of
                each calendar month of the Agreement.
        4.2      Rental Adjustment.    Each year on the anniversary date of this Agreement
(October 1), rental rates shall be adjusted to reflect the changes in the purchasing power of
the dollar, as follows:



                                                7
              Utilizing the annual July figures published in the Revised Consumer Price
              Index for All Urban Consumers (CPI-U) published by the Bureau of Labor
              Statistics of the United States Department of Labor for U.S. City Average, All
              Items (1982-84 = 100) or, if this Index is discontinued, any other renamed
              national index covering metropolitan areas, the rental rate shall be adjusted
              according to the annual percentage increase computed utilizing the
              anniversary year July figure and the figure for the July immediately preceding
              any adjustment period. This percentage of the base rent shall be added to the
              annual base rent, and the sum shall constitute the annual rent after the
              adjustment. Under no circumstances shall the rental rate be increased greater
              than 5% above the previous year nor shall it be less than the rent payable for
              the previous year.

              Written notice of rental adjustment shall be provided to COMPANY at least
              thirty (30) days prior to the adjustment.
        4.3   Concession Fee. For the concession privileges granted hereunder, and in
addition to the rentals paid for the Premises as described in Subsection 4.1 above,
COMPANY shall pay to CITY a Concession Fee during each year of the Term hereof. Each
year the Concession Fee shall be the greater of the Minimum Annual Guaranteed Concession
Fee or the Percentage Fee as follows:
       a.     Minimum Annual Guarantee (MAG).             COMPANY shall pay to CITY:
              beginning on Commencement of the Term and for each month thereafter, one-
              twelfth (1/12) of the MAG as follows:

              Year 1 -    $

              Year 2 -    $

              Year 3, Year 4, and Year 5 -

              Eighty Five (85) percent of actual total commissions paid for year 2 for 12
              month period September-August or previous years MAG whichever is greater.

              For a partial month, if any, COMPANY shall pay on a pro rata basis, one-
              twelfth of the minimum annual guarantee for the year in which the partial
              month occurs.
       b.     Percentage Fee. The Percentage Fee shall be Ten Percent (10%) of the Gross
              Revenues as defined in Subsection 4.4 below.      Fifteen (15) days after the
              beginning of each calendar month during the term hereof, COMPANY shall


                                              8
               pay to CITY without demand, a sum of money which represents the amount
               by which the Percentage Fee exceeds the Minimum Annual Guarantee for the
               previous month. In the event the Percentage Fee shall not exceed the
               Minimum Annual Guarantee during any month in the term hereof, then no
               percentage fee shall be due and payable for such month.
       4.4     Definition of Gross Revenues. The term "gross revenues" as used herein is
defined as the aggregate amount of all sales made for cash, credit, or otherwise, by
COMPANY from the operation of its vehicle rental concession anywhere on the premises of
the Boise Airport and shall include all charges for the month in which the service is rendered,
regardless of when payment is received by COMPANY. Gross Revenues includes the
Airport Percentage Fee charged to customer. Such revenues shall include total rentals for
vehicles rented out at said Airport without regard to the manner in which or place at which
COMPANY has received the order for the vehicles and regardless of the station to which
they are returned. Amounts separately billed and paid as additional charges for waiver of
COMPANY 's rights to recover monies from customers for damage to rented vehicles
(commonly known as CDW and/or LDW) and; sums received by COMPANY as Personal
Accident Insurance on operator and passengers of COMPANY vehicles are to be included in
COMPANY 's calculation of gross revenues. The reimbursement to COMPANY 's customers
for on the road expenses is considered to be part of COMPANY 's operating expenses and,
therefore, the City's 10% of gross revenues shall not be reduced by COMPANY 's refunds to
its customers. All sums collected by COMPANY for intercity fees or intercity service
charges shall be included in its gross revenues. Vehicle license fees charged to customers by
COMPANY are to be included in COMPANY’s calculation of gross revenues. It is
understood and agreed between the parties hereto that all "walk-in" business, that is, all
business which originates on the Airport or at the Airport counter, shall be included in the
definition of gross revenues as having its origin at the Airport. Any other fees charged by
COMPANY shall also be included in COMPANY’s gross revenues unless they are
specifically excluded below.
       The following, however, shall not be considered as a part of COMPANY’s gross
revenues in COMPANY’s monthly reports to CITY:




                                              9
       a.     Federal, State, or Municipal excise, sales, and other similar taxes, separately
              stated and collected from customers, as now exist or may be hereafter levied
              or imposed.

       b.     Any charges collected from customers for replacement fuel in an automobile
              rented pursuant to a rental agreement under which the customer is obligated to
              return the automobile with the same amount of gasoline furnished upon rental.

       c.     Corporate discounts or rebates, but only to the extent that COMPANY
              provides auditable proof to the CITY that the discounts or rebates are
              specifically attributable to rental agreements with customers at the Airport.

       d.     Those fees known as Customer Facility Charges, collected by the
              COMPANY.
       4.5    Waiver of Minimum Annual Guarantee. If COMPANY is in full compliance
with the Terms, covenants and conditions set forth herein and at least one of the following
conditions exists, CITY may authorize through the Airport Director, in writing, for a
specified period, COMPANY to pay to CITY ten percent (10%) of the Gross Revenues in
lieu of the Minimum Guaranteed Annual Concession Fee provided for in Subsection 4.3a.

       a.     The number of passengers deplaning on scheduled airline flights at the Airport
              during any three (3) consecutive reporting months, shall be less than eighty
              percent (80%) of the number of such deplaning passengers in the same
              consecutive reporting months during the preceding year; or

       b.     The operation of COMPANY’s car rental business at the Airport, through no
              fault of its own, is affected by material and substantial shortages or other
              disruptions in the supply of automobiles, gasoline, or other goods necessary
              for the operation thereof, and which results in a thirty-five percent (35%) or
              greater reduction in COMPANY’s Gross Revenue hereunder.

       c.     If the damage shall render the Premises or portion thereof untenable and
              incapable of being repaired, the rentals payable hereunder with respect to the
              Premises or portion thereof shall be proportionately paid up to the date of such
              damage and thereafter shall abate until such time as replacement of
              reconstructed Premises shall be made available for use by COMPANY. The
              MAG shall also be waived for this period of time. The Concession Fee shall
              remain in effect. In the event CITY shall decide to reconstruct or replace the
              Premises, CITY shall use its best efforts to provide temporary facilities for
              COMPANY’s use at rates not to exceed that provided in this Agreement at
              that such time the MAG will be reinstated.




                                             10
       4.6     Customer Facility Charge. COMPANY shall fully comply with Boise City
Municipal Code Chapter 12-22 Car Rental Customer Facility Charge (CFC) a copy of which
is attached as Attachment C.
       4.7     Delinquent Charges or Fees. Without waiving any other right or action
available to CITY in the event of default in payment of charges or fees payable to CITY
pursuant to this Agreement, COMPANY shall pay to CITY a late payment fee of one
hundred dollars ($100.00)/per occurrence plus interest thereon at the rate of one and one-half
percent (1.5%) per month from the date such item was due and payable until paid and
received by CITY.
       4.8     Statements, Books and Records.
       a.      Within fifteen (15) days after the close of each calendar month of the term of
               this Agreement, COMPANY shall submit to CITY, one copy of a Monthly
               Gross Revenue and Activity Report for such month in a written form and with
               detail satisfactory to the CITY. With each statement, COMPANY will remit
               to CITY any payment required by Subsection 4.3b above. COMPANY is to
               use the form attached hereto as Exhibit D a statement of its Gross Revenues
               during the preceding month from its operations at the Airport upon which the
               percentage payments to CITY set forth in Subsection 4.3b are computed, said
               statement to be signed by a responsible accounting officer of COMPANY.
                       COMPANY will also provide the following: a monthly trial balance or
               sales journal summary for the Boise Airport location that shows the revenue
               by line item. Note: assets and liabilities do not need to be disclosed.
                       COMPANY shall keep full and accurate books and records showing
               all of its said Gross Revenues pertaining to operations at the Airport, and
               CITY shall have the right, through its representatives, and at all reasonable
               times, to inspect such books and records, including State of Idaho sales tax
               return records. COMPANY hereby agrees that all such records and
               instruments will be made available to CITY on the Airport Premises for at
               least a three (3) year period.
       b.      All rental contract forms used by COMPANY in its operations at the Airport
               under this Agreement shall be sequentially numbered. All contracts generated



                                                11
       as part of this agreement shall have the words "Boise Airport" computer
       printed on them. The records pertaining to the contracts assigned to the
       Airport shall be available for inspection and examination on Premises upon
       forty eight (48) hours notice by CITY or its duly authorized representative.
4.9    Audits.
a.     COMPANY shall employ an independent certified public accountant who
       shall provide COMPANY and CITY, for each twelve (12) month period, a
       "special statement or report" on gross revenues as defined in Subsection 4.4 of
       this agreement. Such "special statement or report" shall include Independent
       Auditor's Report as follows:
                 We have audited the accompanying schedule of gross revenues (as
                 defined in the Non-Exclusive Automobile Rental Concession
                 Agreement, dated ___________, 2009 between the City of Boise, as
                 CITY, and Company, as COMPANY) of Company for the year ended
                 September 30, 20 __. This schedule is the responsibility of Company's
                 management. Our responsibility is to express an opinion on this
                 schedule based on our audit. We conducted our audit in accordance
                 with generally accepted auditing standards. Those standards require
                 that we plan and perform the audit to obtain reasonable assurance
                 about whether the schedule of gross revenues is free of material
                 misstatement. An audit includes examining, on a test basis, evidence
                 supporting the amounts and disclosures in the schedule of gross
                 revenues. An audit also includes assessing the accounting principles
                 used and significant estimates made by management, as well as
                 evaluating the overall schedule presentation. We believe that our audit
                 provides a reasonable basis for our opinion.

                 In our opinion, the schedule of gross revenues referred to above
                 presents fairly, in all material respects, the gross revenues of the
                 Company for the year ended September 30, 20___, as defined in the
                 Non-Exclusive Automobile Rental Concession agreement referred to
                 in the first paragraph.

Said "special statement or report" shall be submitted to CITY no later than December
31 annually.
b.     CITY reserves the right, at CITY's expense, to audit COMPANY's books and
       records of revenues at any time for the purpose of verifying the Gross
       Revenues hereunder. If, as a result of such audit, it is established that
       COMPANY has understated the Gross Revenues as defined herein, by three


                                        12
              percent (3%) or more, the entire expense of said audit shall be borne by
              COMPANY. Any additional Percentage Fee due shall forthwith be paid by
              COMPANY to CITY with interest thereon at the rate of one and one-half
              percent (1.5%) per month from the date such additional Percentage Fee was
              originally due. Failure to provide the documentation necessary for the CITY
              to conduct a complete and accurate audit will be considered a material breach
              of this agreement and shall be subject to the terms described in Paragraph 12.2
              of this agreement.
       4.10   Annual Readjustment. Within fifteen (15) days of receipt of the statement
required in Subsection 4.6a, CITY shall prepare and submit to COMPANY a statement
showing the total Percentage Fee for the applicable twelve (12) month period; if the sums
paid by COMPANY during said period exceed the Minimum Annual Guarantee or the
Percentage Fee payments, whichever is greater, such overpayment shall be credited to the
next monthly fees thereafter due from COMPANY. In the event COMPANY is not a selected
concessionaire for automobile rental services after the expiration of this Agreement, a
payment will be made to COMPANY, within thirty (30) working days, for any excess
balance deposited with CITY at the time of Agreement termination.
       4.11   Place of Payments, Reports and Forms. Payments, Reports and Forms will be
provided to the CITY at Boise Airport, Attn: Accounting, 3201 Airport Way, Suite 1000,
Boise, Idaho 83705.


  SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
                            AND EQUIPPING OF PREMISES
       5.1     Improvements by CITY. CITY shall provide existing counter shells in the
Automobile Rental Lobby area of the Terminal Building, as shown on Exhibit A; and the
existing Ready/Return spaces and Kiosks as shown on Exhibit B. [Should there be an eighth
operator--- CITY shall utilize CFC funds to provide a counter shell, expanded pneumatic
tube system, additional kiosk and expanded Ready/Return lot, including stall identification
signage supports and blanks, if required. Said improvements shall be completed on or before
March 1, 2010.]




                                            13
        5.2    Installations by COMPANY. [ language for eighth operator] COMPANY
shall, without cost to CITY, promptly commence and complete the installation of all
improvements and trade fixtures for the counter and office space, as are necessary for the
customary operation of automobile rental services, including furniture, fixtures, carpet, and
equipment, all of which shall be high quality, meet all code requirements, and shall be
approved by the Airport Director or his designee, in writing, prior to installation.
   Upon completion of improvements provided by the COMPANY, which shall be
completed on or before March 1, 2010, the COMPANY will provide the Airport with as-built
drawings and construction documentation certifying that the work has been completed in
accordance with the Airport’s approvals and all required CITY permits and inspections.
Along with this documentation, COMPANY shall provide a statement of cost for said
improvements, with attached support documentation, including Contractor invoices, in a
format deemed acceptable to the Airport Director or his designee. Within forty-five (45)
days of the receipt of said statement, COMPANY shall be reimbursed a maximum of twenty-
five (25) dollars per square feet of counter/office Premises from the CFC Fund.
COMPANY shall be responsible for funding of any trade fixtures, communication equipment
and brand identification signage in counter and office area and Ready/Return Lot and Kiosk.
        5.3    Alterations and Improvements. COMPANY shall not install or erect
additional, nonstructural improvements on the Airport, or alter, change, or make other
improvements unless and until plans and specifications for such additional alterations or
improvements shall have been submitted to and approved in writing by the Airport Director
or his designee. Any such alterations or improvements shall be without cost to CITY. All
alterations, improvements and physical additions of any kind to the Premises which are made
by COMPANY shall become a part of said Premises and property of the CITY.
       5.4     Demolition of Improvements. COMPANY shall not remove or demolish, in
whole or in part, any improvements or physical additions to the Premises without prior
written approval by CITY.

        5.5    No Liens or Encumbrances. COMPANY shall well, truly and promptly pay
or satisfy the just and equitable claims of all persons who have performed labor or furnished
material by it or on its behalf for construction of any improvements required under this
Agreement and all bills, costs or claims of whatever kind, which may at law or equity,


                                               14
become a lien upon said work, or a claim against CITY; provided, however, that COMPANY
may contest the amount or validity of any claim without being in default of this Agreement
upon furnishing security satisfactory to counsel for CITY, guaranteeing such claim will be
properly discharged forthwith if such contest is finally determined against COMPANY.


                   SECTION 6 - MAINTENANCE AND JANITORIAL
       6.1    CITY's Obligations.
       a.     CITY agrees that it will with reasonable diligence maintain, operate, and keep
              in good repair the Terminal Building, and all appurtenances, facilities, and
              services now or hereafter connected thereto.
       b.     CITY shall provide building shell and HVAC maintenance and utilities within
              the Terminal Building and Ready/Return Lot.
       c.     CITY shall maintain the light poles and fixtures in the Ready/Return Lot.
       d.     CITY shall provide snow removal/deicing on center drive aisle only in
              Ready/Return Lot.
       e.     CITY shall provide maintenance for normal wear and tear only on Kiosks and
              Pneumatic Tube System. All other maintenance on those improvements shall
              be at COMPANYs expense.
       f.     CITY will provide common-use garbage disposal compacters adjacent to the
              Terminal Building and Ready/Return Lot which COMPANY may utilize to
              dispose of garbage generated by COMPANY'S airport business.
       g.     All maintenance and janitorial, of any kind, provided by CITY, will be
              provided at the sole discretion of the CITY.
       6.2    COMPANY's Obligations.
       a.     Except for maintenance within the Terminal Building and Ready/Return Lot,
              as provided by CITY in Section 6 above, COMPANY shall be obligated,
              without cost to CITY, to maintain the leased premises, including counter
              space, office areas, Ready/Return spaces, including any necessary snow/ice
              removal and paint striping, Kiosk, pneumatic tube system and all parts thereof
              in good appearance, repair, and clean, safe condition whether installed by
              COMPANY or by CITY.


                                            15
       b.      COMPANY shall provide a complete and proper arrangement for the
               adequate sanitary handling of all trash, garbage, and other refuse caused as a
               result of its operation of the counter/office space and Ready/Return Lot and
               shall provide for its timely removal. COMPANY shall provide and use
               approved receptacles for all garbage, trash, and other refuse on or in
               connection with the use of its counter/office space area, and Ready/Return
               Lot. Piling of boxes, cartons, barrels, or other similar unsightly items in or in
               view of a public area or roadways shall not be permitted.
       c.      COMPANY shall supply its own janitorial service and maintenance services
               in its leased premises. Should COMPANY fail to clean and maintain its leased
               premises, CITY may enter the premises and perform such janitorial service
               and maintenance and COMPANY shall reimburse CITY for actual charges
               incurred plus a twenty percent (20%) administrative charge. Said payment
               shall be made at the office of the CITY, or such other place as the CITY may
               designate in writing, within fifteen (15) days of receipt of CITY's invoice.




                         SECTION 7 - STANDARDS OF SERVICE
       7.1     Hours of Operation. COMPANY shall be open for business, have vehicles for
rental, and accept rental returns seven (7) days a week, including all holidays, consistent with
hours of scheduled air carrier operations and demand.
       7.2     Type of Operation.
        a.     COMPANY shall provide all services under this Agreement on a
               nondiscriminatory basis, as defined in Section 20 of this agreement, to all
               users of the Airport. COMPANY shall maintain and operate the Premises in a
               first-class manner and shall keep them in a safe, clean, orderly, and inviting
               condition at all times, satisfactory to CITY. Service shall be prompt,
               courteous, and efficient.
       b.      COMPANY shall maintain, at all times and at its own expense, an adequate
               number of vehicles on the Airport to meet the reasonable public demand. Only
               fully-operational, well-maintained, licensed vehicles shall be used by



                                              16
               COMPANY in the performance of the privileges granted hereunder.
               Concessionaire agrees that at no time will it use automobiles whose year
               model is more than two (2) years older than the current year model for each
               vehicle type provided. At no time will COMPANY'S fleet at airport fall below
               one hundred (100) vehicles.
       c.      COMPANY and its agents and employees shall not engage in open or public
               disputes, disagreements, or conflicts tending to deteriorate the quality of the
               automobile rental service of COMPANY and its compatibility with the best
               interests of the public at the Airport.
       d.      The solicitation and/or advertising of the automobile rental operation, on
               premises at the Airport, shall be confined to previously approved signs and
               advertising displays in permitted locations, and answering inquiries regarding
               COMPANY's services and facilities, which activity shall be restricted to the
               leased area occupied by COMPANY's service counter in the Terminal
               Building and Kiosk in the Ready/Return Lot. COMPANY shall prohibit and
               restrain its employees, agents, servants or other representatives from personal
               solicitation for the services offered by it, or other businesses, on or about the
               Airport premises.
       7.3     Manager. The management, maintenance and operation of privileges under
this Agreement shall, at all times, be under the supervision and direction of an active,
qualified, competent, and experienced manager representing COMPANY, who shall be
subject at all times to the direction and control of COMPANY. COMPANY will cause such
manager to be assigned a duty station or office on the Premises at which he or she shall be
available during normal business hours; and COMPANY will, at all times during the absence
of such manager, assign or cause to be assigned a qualified subordinate to be in charge of the
Premises, services, and facilities and to be available on the Premises and to act for the
Manager in his or her absence.
       7.4     Personnel.
       a.      COMPANY shall, in the operation of the services under this Agreement,
               employ or permit the employment of only such personnel as will ensure a high
               standard of service to the public. All such personnel, while on duty, shall be



                                               17
               clean, neat in appearance, and courteous at all times and shall be appropriately
               attired, with uniforms in such instances as are appropriate. No personnel
               employed by COMPANY while on or about the Premises shall use improper
               language, act in a loud, boisterous or otherwise improper manner, or be
               permitted to solicit business in an inappropriate manner. All speed limits on
               airport roads and roadways leading to and from will be complied with by all
               COMPANY's employees.
        b.     COMPANY shall maintain stringent oversight of attendants and employees to
               ensure the maintenance of a high standard of service to the public. Upon
               notification of a violation of this paragraph by the Airport Director,
               COMPANY will take all necessary steps to remedy said violation or problem.
               COMPANY shall take all proper steps to discipline employees who
               participate in acts or omissions of misconduct while on duty. CITY does not
               allow or tolerate illicit drug or alcohol use on CITY property, nor does it
               allow persons to work while under the influence of drugs or alcohol. CITY
               shall exercise an option to require COMPANY to prohibit any COMPANY
               employee who fails to abide by CITY standards in this subsection from
               working at COMPANY'S Premises at the Airport.
       7.5     Representation of Pricing. COMPANY shall not misrepresent to the public its
prices or terms and provisions of its rental agreements or those of its competitors.
COMPANY shall comply with all applicable rules and regulations of the Federal Trade
Commission and all other governmental agencies having jurisdiction thereof. COMPANY
shall fully inform each customer, prior to the execution of such customer’s rental agreement
contract, of all rates and fees applicable to such customer’s rental. COMPANY Personnel
shall not refer to any rents, fees or charges required to be paid to Airport hereunder as an
airport tax or customer tax.
       7.6     Diversion. COMPANY shall not knowingly divert any automobile rental
business generated at the Airport to another location in or near the City of Boise,
acknowledging that said diversion would limit and reduce the lawful revenue due to CITY.
       7.7     Gasoline, Auto Repair, and Parking Services. COMPANY shall not, except
where authorized in writing by the CITY, sell fuel to any other person/entity or service, park



                                              18
or store any vehicles other than those rental cars used by COMPANY in its business at the
Airport.     Should any such activities be approved by CITY, the business transactions
therefrom shall be subject to the requirements of this Agreement and Gross Revenues
therefrom shall be subject to the payment by COMPANY of the same Percentage Fee on
Gross Revenues as for Airport automobile rental concession operations, unless another fee is
agreed upon and incorporated in this Agreement by written amendment.
       7.8      Sale of Automobiles. COMPANY shall neither advertise the sale of, show
nor sell automobiles on the Airport.
       7.9      Trade Name.       COMPANY shall operate the concession and, without
limitation, maintain all its signage under a single trade name at all times.
       7.10     Location of Service Center. COMPANY shall maintain its rental automobiles
at a service center located on or reasonably near the Airport.
       7.11     Compliance with Service Standards. Noncompliance by COMPANY with the
Service Standards set forth in this Section shall constitute a material breach of this
Agreement, and, in the event of such noncompliance or continued noncompliance shall
constitute an event of default. CITY shall have the right to terminate this Agreement without
liability therefore or shall have the right to judicially enforce the operational assurances and
requirements.


                           SECTION 8 - LICENSES AND TAXES
       COMPANY covenants and agrees to obtain all proper licenses or permits for the
operation of its business hereunder, and to pay all taxes assessed or imposed by any
governmental authority upon the fees, rentals, and charges and upon the land, the Premises,
personal property, vehicles, equipment, or any improvements erected or installed thereon.
The preceding sentence also includes timely payment of federal and state income and sales
taxes, franchise taxes or fees. COMPANY shall, after notifying CITY of its intention so to
do, have the right to contest in good faith by all appropriate proceedings, the amount,
applicability, or validity of any such tax, or assessment. In the event that COMPANY shall
fail to timely pay any of the foregoing items required by this Section to be paid by
COMPANY, COMPANY will be considered to be in breach of this agreement under
Subsection 12.2g of this agreement.



                                               19
    SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE
       9.1     Indemnification. COMPANY agrees to indemnify CITY and its respective
officers, directors, officials, agents, employees and/or subdivisions (collectively the City)
against all claims, demands, suits, damages of every kind, interest, attorney fees, and costs
which arise out of or relate to injuries or death to persons or damage to property caused by or
related to either COMPANY's use, maintenance, or occupancy of the leased premises or the
acts or omissions of its agents or employees. Such indemnification shall not include damage
or loss occasioned by the sole negligence of CITY's employees. COMPANY shall give CITY
prompt notice of any claim or suit which in any way affects or might affect CITY, and CITY
shall have the right to compromise and defend the same to the extent of its own interest.
COMPANY, waives its rights for all claims, including subrogation claims, for recovery
against CITY, for any loss or damage to real and personal property or to its employees.
       9.2     Insurance.
       a.      COMPANY shall maintain in force during the Term commercial general
               liability, bodily injury and property damage insurance in comprehensive form
               including but not limited to blanket contractual liability coverage for liability
               assumed under this Agreement and all contracts relative to this Agreement,
               products, completed operations liability for the duration of the Agreement,
               independent contractors coverage, broad form property damage with any
               excess liability in umbrella form, with such coverage and limits as reasonably
               may be required by CITY from time to time, but in no event for less than the
               sum of Five Million Dollars ($5,000,000) combined single limit. The
               insurance shall be issued by an insurer licensed to do business in the State of
               Idaho.
       b.      COMPANY shall maintain in force during the Term business, automobile,
               liability insurance for all owned, non-owned and hired vehicles with a
               minimum combined single limit of One Million Dollars ($1,000,000) for
               bodily injury and property damage.




                                              20
c.   COMPANY shall maintain in force during the Term workers compensation
     and employers liability coverage with limits consistent with the statutory
     requirements of the State of Idaho.
d.   Concurrent with the execution of this Agreement, COMPANY shall provide
     proof of insurance coverage by providing a certificate of COMPANY's
     insurance coverage, a copy of the declarations page of the insurance policy,
     and a copy of all endorsement(s) applicable to the insurance required herein.
     The certificate(s) of insurance, or endorsement(s) attached thereto, shall
     provide that
            1.      The insurance coverage shall not be canceled, changed in
                    coverage, or reduced in limits without at least thirty (30) days
                    prior written notice to CITY; and
            2.      CITY, and its agents, officers, servants, and employees are
                    named as additional insureds; and
            3.      The policy shall be considered primary as regards any other
                    insurance coverage CITY may possess, including any self-
                    insured retention or deductible CITY may have, and any other
                    insurance coverage CITY may possess shall be considered
                    excess insurance only; and
            4.      The limits of liability required therein are on an occurrence
                    basis; and
            5.      The policy shall be endorsed with a severability of interest or
                    cross-liability endorsement, providing that the coverage shall
                    act for each insured and each additional insured, against whom
                    a claim is or may be made in a manner as though a separate
                    policy had been written for each insured or additional insured;
                    however, nothing contained herein shall act to increase the
                    limits of liability of the insurance company.
e.   Any deductibles must be declared in writing to and approved by CITY. At the
     option of CITY, either




                                    21
              1.      COMPANY shall reduce or eliminate such deductibles as respects
                      CITY; or
              2.      COMPANY shall procure a bond equal to the amount of such
                      deductibles or self-insured retentions guaranteeing payment of losses
                      and related investigations, claims administration and defense expenses
                      (including attorneys' fees, court costs and expert fees).
       f.     If the insurance coverage required herein is canceled, changed in coverage or
              reduced in limits, COMPANY shall, within fifteen (15) days, but in no event
              later than the effective date of cancellation, change or reduction, provide to
              CITY a certificate showing that insurance coverage has been reinstated or
              provided through another insurance company. Upon failure to provide such
              certificate, without further notice and at its option, CITY may, in addition to
              all its other remedies procure insurance coverage at COMPANY's expense
              whereupon COMPANY promptly shall reimburse CITY for such expense.
       g.      The CITY reserves the right to modify its insurance requirements to reflect
              operational and market conditions.
       h.     In the event that COMPANY shall at any time fail to provide CITY with the
              insurance required herein, CITY may immediately terminate this Agreement.
       i.     The limits of the COMPANY’s insurance policies shall not, in any manner, be
              deemed as a limitation to the COMPANY’s obligation to indemnify, protect,
              defend and hold harmless CITY as specified in this Agreement.


                     SECTION 10 - PERFORMANCE GUARANTEE
       Concurrently with execution of this Agreement, COMPANY shall obtain and deliver
to CITY, unless specifically waived in writing by CITY, a good and sufficient corporate
surety company bond or a bank irrevocable letter of credit ("Security Assurance") renewable
for the Term of this Agreement. Said Security Assurance shall serve the purpose of securing
payment of all sums payable by COMPANY to CITY hereunder will be forfeited in whole or
in part to satisfy a COMPANY liability in the event of COMPANY’s failure to pay any rates,
rentals, fees or charges of whatsoever nature due CITY and conditioned to ensure the faithful




                                              22
and full performance by COMPANY of all its covenants, Terms, conditions and obligations
of this Agreement.
       Upon request of CITY, COMPANY shall restore the Security Assurance to its
original Amount.     The Security Assurance in an amount of fifty percent (50%) of the
Minimum Annual Guaranteed Concession Fee plus fifty (50%) of annual rentals shall remain
in full force and effect during the Term and any extended period thereof.           The form,
provisions and nature of the Security Assurance, and the identity of the surety, insurer or
other obligor, shall be subject to the approval of CITY.        In the event that CITY and
COMPANY hereafter agree to any amendment or modification of this Agreement,
COMPANY shall, if required by the Terms of the Security Assurance, obtain the consent of
the surety, insurer or other obligor hereunder, as the case may be, and shall adjust the amount
of the Security Assurance to reflect a change in the rentals, fees or charges payable by
COMPANY hereunder. The failure of COMPANY to furnish (and keep in full force and
effect) the Security Assurance, to renew the same, to adjust the amount thereof, or to obtain
the consent of surety, insurer or obligor as heretofore set forth, shall constitute an event of
default under this Agreement.

     SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
                                         BUILDING
       11.1    Repair of Damage. If all or a portion of the Terminal Building, Ready/Return
Lot, Kiosks or Pneumatic Tube System Premises is partially damaged by fire, explosion, the
elements, public enemy, or other casualty, the same will be repaired with due diligence by
CITY subject to the limitations of Subsection 11.2; provided, however, that if the damage is
caused by the act or omission of COMPANY, its sublessees, agents, or employees, to the
extent that such damage or destruction is not covered by insurance, COMPANY shall be
responsible for reimbursing CITY for all costs and expenses incurred in such repair.
COMPANY shall also be responsible for reimbursement of lost revenue from other airport
tenants affected by the damage caused by the negligent act or omission COMPANY.
       11.2    Limits of CITY's Obligations Defined. It is understood that, in the application
of the foregoing Subsection 11.1, CITY's obligations shall be limited to repair or
reconstruction of the Terminal Building Premises to the same extent and of equal quality as



                                              23
obtained at the commencement of operations hereunder. Redecoration and replacement of
furniture, fixtures, equipment, and supplies shall be the responsibility of COMPANY and any
such redecoration and refurnishing/re-equipping shall be of equivalent quality to that
originally installed hereunder.


                              SECTION 12 - CANCELLATION
       12.1    Cancellation by COMPANY. COMPANY may cancel this Agreement and
terminate all its obligations hereunder upon sixty (60) days advance written notice, upon or
after the happening of one or more of the following events and provided that COMPANY is
not in default in the payment of any fees, charges or taxes to CITY:
       a.      The permanent abandonment of the Airport as an airline terminal or the
               permanent removal of all certificated passenger airline service from the
               Airport.
       b.      The inability of COMPANY to use the Airport for a period of longer than
               ninety (90) days, because of the issuance of any order, rule, or regulation by a
               competent governmental authority or court having jurisdiction over
               COMPANY or CITY, preventing COMPANY from operating its automobile
               rental business; provided, however, that such inability or such order, rule or
               regulations is not due to any fault of COMPANY.
       c.      The material breach by CITY in the performance of any covenant or
               agreement herein required to be performed by CITY and the failure of CITY
               to initiate a remedy for such breach for a period of sixty (60) days after receipt
               from COMPANY of written notice to remedy the same.
       12.2    Cancellation by CITY. CITY may cancel this Agreement and terminate all of
its obligations hereunder at any time that CITY is not in default, upon or after the happening
of any of the following events:
       a.      COMPANY shall file a voluntary petition in bankruptcy; or
       b.      Proceedings in bankruptcy shall be instituted by creditors against COMPANY
               and COMPANY is thereafter adjudicated bankrupt pursuant to such
               proceedings; or




                                              24
       c.      A court shall take jurisdiction of COMPANY and its assets pursuant to
               proceedings brought under the provisions of any federal reorganization act; or
       d.      A receiver of COMPANY's assets shall be appointed; or
       e.      COMPANY voluntarily abandons the conduct of its automobile rental
               concession at the Airport for a period of thirty (30) days, except if such is due
               to a labor strike or labor dispute in which COMPANY is involved; or
       f.      Any assignment of COMPANY for the benefit of its creditors; or
       g.      The material breach by COMPANY of any of the covenants or agreements
               herein contained and the failure of COMPANY to remedy such breach as
               hereinafter provided. In this regard it is understood that nonpayment of fees,
               charges or taxes hereunder is a material breach. In the event of such material
               breach, CITY shall give to COMPANY notice in writing to correct such
               breach and if such breach shall continue for fifteen (15) days after the receipt
               of such notice by COMPANY, CITY may, after the lapse of said fifteen (15)
               day period, cancel this Agreement, without forfeiture, waiver, or release of
               CITY's rights to any sum of money due or to become due under the provisions
               of this Agreement.
       h.      The lawful assumption by the United States Government, or any authorized
               agency thereof, of the operation, control or use of the Airport and facilities, or
               any substantial part of parts thereof, in such manner as to substantially restrict
               COMPANY, for a period of at least thirty (30) days, from its Airport
               operation.
       i.      As landlord and creditor, CITY retains the right to use any and all remedies at
               law or equity to protect its position and potential recovery against
               COMPANY in the event of COMPANY'S breach of this Agreement, and such
               remedies are cumulative with all other remedies mentioned in this Agreement.
       12.3    Termination and Reletting. Should there occur an early termination of this
Agreement pursuant to the terms of Subsection 12.2 hereof, CITY shall have the right to
re-enter the leased Premises, make repairs as necessary, and enter into another agreement for
the Premises and privileges, or any part thereof, for the remainder of the term hereof. In the
event of such early termination, COMPANY shall remain liable to the CITY for the full



                                              25
amount of all fees and charges, except the Minimum Annual Guarantee under Subsection
4.3a, and shall continue to pay the same or such part thereof that remains unpaid after the
application of the fees and charges collected by CITY from such other agreement for the
Premises and privileges or any part thereof. COMPANY shall remain liable for such
payments until another agreement is entered into, CITY's responsibility being in mitigation
of damages as provided herein. CITY will make best efforts to enter into a similar agreement.
       12.4     Notice of Termination. If any of the events enumerated in Subsections 12.1
and 12.2 shall occur and after due notice the defaulting party has failed to cure or correct
same, the complaining party may, at any time thereafter during the continuance of said
default, terminate this Agreement by notice in writing, such cancellation and termination to
be effective sixty (60) days from the date specified in such notice.


                           SECTION 13 - EMPLOYEE PARKING
       CITY shall provide COMPANY's employees, in common with other employees of
tenants and users of the Terminal Building, with vehicular parking space in an existing
employee parking area and may charge said employees the posted rate. COMPANY’s
employees may not park in Ready/Return vehicle spaces.


                               SECTION 14 - EXCLUSIVITY
       COMPANY's rights to provide automobile rental services at the Airport shall be non-
exclusive. During the term of the Agreement, the CITY may replace with another operator,
any automobile rental concessionaire whose agreement is terminated for any reason, but shall
not increase the number of on-Airport automobile rental concessions at the Airport beyond
the number originally awarded unless approved by CITY under policies in place at the time
this Agreement is executed. Tenancy shall not be granted to another automobile rental
concession on terms more favorable than the present concessionaires with regard to terminal
building space, Ready/Return spaces, ten percent (10%) of gross revenues and parking fees.
The minimum annual guarantee for a replacement automobile rental concession will be
determined by bid, but in no event will it be less than one hundred twenty-five thousand
dollars ($125,000.00).




                                               26
                        SECTION 15 - NONWAIVER OF RIGHTS
       Continued performance by either party hereto pursuant to the terms of this Agreement
after a default of any of the terms, covenants, and conditions herein contained to be
performed, kept, or observed by the other party hereto shall not be deemed a waiver of any
right to cancel this Agreement for any subsequent default; and no waiver of any such default
shall be construed or act as a waiver of any subsequent default.


           SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER
       Except as otherwise provided herein, COMPANY shall not at any time assign or
convey this Agreement, or any part thereof, without the prior written consent of CITY or
sublet any part of the Premises; provided, however, that COMPANY may assign this
Agreement to any approved person, firm, or corporation with which COMPANY may merge
or consolidate or which may succeed to the business of COMPANY; and provided further
that, with permission of CITY, COMPANY may surrender any of its ready and return spaces
to CITY, in which event CITY is free to allocate said spaces to any other automobile rental
company or companies authorized to operate a automobile rental concession on the Airport
under an agreement similar to this Agreement.


                       SECTION 17 - INSPECTION OF PREMISES
       CITY or its duly authorized representatives, employees, agents, or other persons for
it, may enter upon said Premises at any and all reasonable times during the term of this
Agreement for the purpose and conditions hereof or for any other purpose incidental to rights
of CITY.


                           SECTION 18 - QUIET ENJOYMENT
       CITY agrees that COMPANY, upon payment of the fees and charges and all other
payments to be paid by COMPANY under the terms of this Agreement, and upon observing
and keeping the agreements and covenants of this Agreement on the part of COMPANY to
be observed and kept, shall lawfully and quietly hold, occupy, and enjoy the Premises.




                                              27
                          SECTION 19 - NONDISCRIMINATION
       To the extend required by law, COMPANY, for itself, its personal representative,
successors in interest and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with its rights and privileges granted under this Agreement,
as follows:
       a.      No person, whether the recipient of services, and employee or an applicant
               for employment, on the grounds of race, religion, sex, color, age, physical
               handicap, marital status, sexual preference, physical appearance or national
               origin shall be excluded from participation in, denied the benefits of, or be
               otherwise subjected to discrimination in the use of COMPANY's facilities and
               services; and
       b.      COMPANY agrees that in the construction of any improvements on, over or
               under Airport land and that in the furnishing of its services to the general
               public at the Airport, no person on the grounds of race, religion, sex, color,
               age, physical handicap, marital status, sexual preference, physical appearance
               or national origin shall be excluded from participation in, denied the benefits
               of, or otherwise be subjected to discrimination in such services; and
       c.      COMPANY shall use the Airport premises in compliance with all other
               requirements imposed by or pursuant to Title 49, Code of Federal
               Regulations, Department of Transportation, Subtitle A, Office of the
               Secretary, Part 21, Nondiscrimination in federally-assisted programs of the
               Department of Transportation Effectuation of Title VI of the Civil Rights Act
               of 1964, and as said Regulations may be amended.


                          SECTION 20 - DBE REQUIREMENTS
       20.1    DBE Participation. In accordance with Regulations of the U.S. Department of
Transportation, 49 CFR Part 23, the Airport has implemented an Airport Concession
Disadvantaged Business Enterprise (ACDBE) Program under which qualified firms may
have the opportunity to operate an airport business. COMPANY agrees that it will comply
with any applicable provisions of the ACDBE Program approved by the Federal Aviation



                                              28
Administration and shall comply fully with the reporting provisions outlined herein.
       COMPANY shall not discriminate against any business owner because of the owner's
race, color, national origin, or sex in connection with the award or performance of any
concession agreement covered by 49 CFR Part 23. COMPANY will include the provisions of
this Section in any authorized subcontract and cause subcontracts to similarly include such
provisions in further subcontracts.
       COMPANY shall cooperate with the Airport in the Airport’s policies to ensure that
contracting, subcontracting and purchasing opportunities available under this Agreement are
accessible and available to all qualified business owners, including ACDBEs.
       20.2    DBE Reporting Requirements.
       COMPANY shall submit such reports as may be required by CITY in the form
specified by CITY for the purpose of demonstrating compliance with this section.
In order to ensure compliance, COMPANY agrees to the following:
       a.      Within sixty (60) days after the expiration of each twelve (12) month contract
               period during the term of this Agreement, COMPANY will furnish CITY with
               a verified report, in the form acceptable to CITY (See attached DBE
               Attainment Report – Exhibit C) prepared and signed by an authorized
               management officer of COMPANY describing the total dollar amount of its
               purchases or leases of goods and services purchased for its operation under
               this Agreement. The report shall also list the total amount of goods and
               services purchased or lease from DBE firms certified by the State of Idaho
               Equal Employment Opportunity Office for the COMPANY’s operation under
               this Agreement during that previous twelve (12) month contract period.
       b.      COMPANY proposed an annual goal of ____ percent DBE participation. If
               COMPANY does not meet this goal, along with the above required report, it
               shall provide documentation, in form acceptable to Airport, of its good faith
               efforts during such operating year to obtain additional DBE providers of
               goods and services.
       c.      COMPANY shall also provide such additional information to the CITY,
               including and DBE participation in direct ownership of the COMPANY’s




                                             29
               business, as the Airport may reasonably request in order to permit the CITY to
               comply with the requirement of the ACDBE Program.
       20.3    Good Faith Effort. "Good faith efforts" are those efforts that could reasonably
be expected to result in DBE goal attainment. COMPANY shall actively seek to obtain DBE
participation and shall document those efforts. Efforts that are merely "pro forma" are not
considered "good faith efforts" in meeting DBE goals. Efforts to obtain DBE participation
are not good faith efforts to meet the goals, if, given all circumstances, the efforts could not
reasonably be expected to produce a level of DBE participation sufficient to meet the goals.
In determining whether or not the COMPANY has made such good faith efforts, some of the
factors the CITY will consider are the following:
       a.      Whether COMPANY provided written notice by certified mail to a reasonable
               number of specific DBEs that their interest in the provisions of this Section
               was being solicited;
       b.      Whether COMPANY followed up initial solicitations of interest by contacting
               DBEs to determine with certainty whether the DBEs were interested;
       c.      Whether COMPANY identified reasonable services to be performed by DBEs
               in order to increase the likelihood of meeting the good faith efforts;
       d.      Whether COMPANY provided interested DBEs with adequate information
               about the requirements of the provisions of this Section;
       e.      Whether COMPANY negotiated in good faith with interested DBEs, not
               rejecting DBEs as unqualified without sound reasons based on a thorough
               investigation of their capabilities;
       f.      Whether COMPANY made efforts to assist interested DBEs in obtaining
               bonding, lines of credit, or insurance required by the CITY;
       g.      Whether COMPANY effectively used the services of available minority
               community organizations: minority advisory groups; local, state and federal
               minority business assistance offices; and other organizations that provide
               assistance in the recruitment and placement of DBEs;
       h.      Whether the scope of work submitted by COMPANY to any DBE
               concessionaire, DBE contractor, DBE subcontractor, or DBE supplier, either




                                               30
                 directly or indirectly, was intended to achieve, in whole or in part, the
                 specified DBE participation;
       i.        Whether the replies or quotes from DBEs in response to scopes of work
                 submitted to them by COMPANY, either directly or indirectly, were fair and
                 responsive;
       j.        Whether COMPANY contacted CITY for assistance in meeting the
                 COMPANY'S DBE goals;
       k.        Whether COMPANY identified and utilized any other efforts, deemed
                 acceptable by the CITY, to comply with provisions of this Section.
       20.4      COMPANY'S Certification as a DBE. If COMPANY is a certified DBE, then
the participation goal shall be deemed to be met. Any changes in COMPANY'S certification
or status shall be immediately reported to the CITY. If COMPANY is decertified as a DBE,
then CITY reserves the right to require compliance with the proposal goal of 1 percent DBE
participation.


                        SECTION 21 - HAZARDOUS SUBSTANCES
       No goods, merchandise, or material shall be kept, stored, or sold in or on Premises
which are explosive or hazardous; and no offensive or dangerous trade, business, or
occupation shall be carried on therein or thereon. Nothing shall be done on said Premises,
other than as is provided for in this Agreement, which will increase the rate of or suspend the
insurance upon said Premises or to structures of CITY.


                      SECTION 22 - ENVIRONMENTAL PROVISIONS
       The COMPANY shall not use, store, transport, or dispose of any fuels, oil, grease,
lubricants, or other Hazardous Materials to, from, within, or upon the Premises in a manner
which violates any Federal, State or Local Laws. The CITY, by it officers, employees,
agents, representative, contractor and furnishers of utilities and other services, shall have the
right at all reasonable times to enter the COMPANY's Premises for the purpose of inspecting
the same, for emergency repairs to utilities systems, for environmental testing, and for any
other purpose necessary for or incidental to or connected with the performance of the CITY's
obligations hereunder, or in the exercise of its governmental functions or in the CITY's



                                                31
capacity as Airport owner. The CITY shall, to the extent permitted under applicable law,
preserve the confidentiality of all information obtained through such inspections, unless the
COMPANY has consented to disclosure or has publicly released such information. The
COMPANY agrees to defend, indemnify and hold harmless the CITY, its elected and
appointed officials, officers, agents and employees, from and against any and all loss; claim;
liability; damages; injunctive relief; injuries to person, property or natural resources; cost;
expense; interest; attorney fees; action or cause of action; or administrative proceedings
arising as a result of action or inaction by the COMPANY, its employees, agents or
contractors in connection with the release, threatened release or presence of any Hazardous
Material at the Premises, whether foreseeable or unforeseeable regardless of the source of
such release or threatened release or when such release or threatened release or presence
occurred or is discovered. The foregoing indemnity includes, without limitation, all costs in
law or in equity of removal, clean-up, remediation of any kind and disposal of such
Hazardous Materials, all costs of determining whether the CITY is in compliance and
causing the CITY to be in compliance with all applicable Federal, State and Local Laws or
Regulations and all costs associated with claims for damages to persons, property or natural
resources and all fines, civil penalties or assessments levied on the CITY due to hazardous
materials on the Premises.
       The COMPANY shall, in conducting any activity or business on the Premises,
including environmental response or remedial activities, comply with all Federal, State and
Local Laws or Regulations, including but not limited to Federal, State and Local Laws or
Regulations regarding the generation, storage, use, transportation and disposal of solid
wastes, Hazardous Materials, Special Wastes or other contaminants and regarding releases or
threatened releases of Hazardous Materials, Special Wastes or other contaminants into the
environment.
       The COMPANY, at the request of the CITY, shall make available for inspection and
copying upon reasonable notice and at reasonable times, any or all of the documents and
materials the COMPANY has prepared pursuant to any Federal, State and Local Laws or
Regulations or submitted to any governmental regulatory agency; provided, that such
documents and materials related to environmental issues or Federal, State and Local Laws or
Regulations and are pertinent to the CITY or the Premises. If any Federal, State and Local



                                              32
Laws or Regulations require the COMPANY to file any notice or report of a release or
threatened release of Hazardous Materials or Special Wastes on, under or about the Premises
or the Airport, the COMPANY shall provide a copy of such report or notice to the CITY and,
to the extent practicable, shall receive the approval of the CITY prior to submitting such
notice or report to the appropriate governmental agency. The CITY shall have access to the
Premises to inspect the same in order to confirm that the COMPANY is using the Premises in
accordance with all of the Federal, State and Local Laws or Regulations.
       If the COMPANY fails to comply with any applicable Federal, State and Local Laws
or Regulations, the CITY, in addition to its rights and remedies provided below, may enter
the Premises and take all reasonable and necessary measures, at the COMPANY's expense to
ensure compliance with Federal, State and Local Laws or Regulations.
       In the event of a release or threatened release of Hazardous Materials, Special Wastes
or other contaminants into the environment relating to or arising out of the COMPANY's use
or occupancy of the Premises or in the event any claim, demand, action or notice is made
against the COMPANY regarding the COMPANY's failure or alleged failure to comply with
any Federal, State and Local Laws or Regulations, the COMPANY immediately shall notify
the CITY in writing and shall provide the CITY with copies of any written claims, demands,
notices, or actions so made. The COMPANY shall undertake such steps to remedy and
remove any Hazardous Materials and Special Wastes and any other environmental
contamination as are caused by the COMPANY on or under the Premises, as are necessary to
protect the public health and safety and the environment from actual or potential harm and to
bring the Premises into compliance with all Federal, State and Local Laws or Regulations.
Such work shall be performed at the COMPANY's sole expense after the COMPANY
submits to the CITY a written plan for completing such work and receives the prior written
approval of the CITY. Specific clean-up levels for any environmental remediation work shall
be designed to meet all of the applicable Federal, State and Local Laws or Regulations. In the
event that the CITY is named in any enforcement action or lawsuit by any party in
connection with the environmental condition of the Premises caused by the action or inaction
of the COMPANY, the COMPANY shall defend the CITY and indemnify and hold harmless
the CITY from any costs, damages or fines resulting therefrom. Upon termination or
cancellation of this Agreement, as provided for herein, COMPANY shall provide CITY, at



                                             33
COMPANY's expense, documentation indicating that Premises are free of hazardous
materials contamination as outlined in this Section. Such documentation shall be provided by
a qualified independent expert chosen by the COMPANY and subject to the CITY's
approval. COMPANY's indemnity and remediation duties of this Section shall survive
cancellation, termination, or expiration of this Agreement.


               SECTION 23 - FEDERAL STORM WATER REGULATIONS
        COMPANY'S uses of property on the Airport are subject to Federal storm water
regulations as set forth in 40 CFR Part 122. The Airport is located in the Environmental
Protection Agency’s Region 10, the Permitting Authority for Idaho. COMPANY agrees to
observe and abide by said regulations and polices and procedures promulgated by CITY. If
requested, COMPANY agrees to participate in any CITY organized task force or other work
group established to coordinate storm water compliance at the Airport.


                                  SECTION 24 - NOTICES
        All notices provided for herein shall be in writing. Any notice permitted or required
to be served upon COMPANY may be served upon it at:




provided, however, that if COMPANY shall give notice in writing to CITY of any change in
said address, then and in such event such notice shall be given to COMPANY at such
substituted address. Any notice permitted or required to be served upon CITY may be served
upon it at:
                      Boise Airport
                      Attn: Property & Contract Administrator
                      3201 Airport Way, Suite 1000
                      Boise, ID 83705




                                              34
provided, however, that if CITY shall give notice in writing to COMPANY of any change in
said address, then and in such event such notice shall be given to CITY at such substituted
address. Any notice served by mail shall be certified mail, return receipt requested.


                           SECTION 25 - WAIVER OF CLAIMS
       COMPANY hereby waives any claim against the CITY for loss of anticipated profits
caused by any suit or proceedings directly or indirectly attacking the validity of this
Agreement or part thereof, or by any judgment or award in any suit or proceeding declaring
any part of this Agreement null, void, or voidable, or delaying the same, or any part hereof,
from being carried out.


                                  SECTION 26 - SECURITY
       CITY shall provide, or cause to be provided, during the term of this Agreement, all
proper and appropriate public fire and police protection similar to that afforded to other
tenants or licensees at the Airport, and it will issue and enforce rules and regulations with
respect thereto for all portions of the Airport. COMPANY shall comply with the Airport
security related directives or instructions and shall have the right, but shall not be obligated,
to provide such additional or supplemental public protection as it may desire, but such right,
whether or not exercise by COMPANY, shall not in any way be construed to limit or reduce
the authority of CITY hereunder.


SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
                                           STATES
       This Agreement is subject and subordinate to the terms, reservations, restrictions, and
conditions of any existing or future agreements between the CITY and the United States, the
execution of which has been or may be required as a condition precedent to the transfer of
federal rights or property to the CITY for Airport purposes, and the expenditure of federal
funds for the extension, expansion, or development of the Airport. Should the effect of such
Agreement with the United States Government be to take any of the property under lease or
substantially destroy the commercial value of such improvements, CITY shall terminate this
Agreement.



                                               35
        SECTION 28 - RIGHTS AND PRIVILEGES OF CITY
a.   CITY shall have the right to enforce, and adopt from time to time, reasonable
     rules and regulations, which COMPANY agrees to observe and obey, with
     respect to the use of Airport property, Airport Terminal Building and
     appurtenances, provided that such rules and regulations shall not be
     inconsistent with safety, present rules and regulations of the FAA or the
     Transportation Security Administration (TSA), and future changes prescribed
     from time to time by the FAA or TSA.
b.   COMPANY is aware that its patrons may improperly park its rental cars on
     the Airport and COMPANY acknowledges that CITY has the right and
     obligation to issue citations and tow away such improperly parked vehicles so
     as to protect and preserve for the public the orderly flow of traffic at the
     Airport. COMPANY shall be subject to and hereby agrees to cause to be paid
     by its patrons or to promptly pay on their behalf without protest, any and all
     such penalties imposed by such citations and, in addition, to promptly pay the
     charges of any tow services imposed by CITY with respect thereto. Any
     default by COMPANY in payment of said penalties and towing charges shall
     constitute a material breach of this Agreement. If any of COMPANY's
     vehicles are parked in the public parking lots on the Airport, the parking
     operator shall not release said vehicle until the appropriate parking charges
     therefore are paid. COMPANY shall expressly inform its patrons of the
     applicable parking regulations on the Airport and the penalties and towing
     charges for violation thereof for which the patrons and COMPANY are liable.
c.   CITY's Airport Director is hereby designated as its official representative for
     the enforcement of all provisions in this Agreement with full power to
     represent CITY with dealings with COMPANY in connection with the rights
     herein granted.
d.   The Boise City Council, with advice from the Airport Director and Airport
     Commission, shall guide all actions relating to policy determination,
     modification of this Agreement, subsequent permissive authorization under



                                   36
     this Agreement, termination of this Agreement, and any similar matters
     affecting the terms of this Agreement.
e.   CITY reserves the right to further develop or improve the landing and public
     areas, including Terminal and ramp space, of the Airport as it sees fit,
     regardless of the desires or views of COMPANY, and without interference or
     hindrance.
f.   During the time of war or National Emergency, CITY shall have the right to
     lease the landing area, or any other part of the Airport, to the United States
     Government for military or national use, and if any lease is executed, the
     provisions of this instrument insofar as they are inconsistent with the
     provision of the lease to the Government, shall be suspended.
g.   CITY hereby reserves for the use and benefit of the public, the right of aircraft
     to fly in the airspace overlying the land herein leased, together with the right
     of said aircraft to cause such noise as may be inherent in the operation of
     aircraft landing at, taking off from, or operating on or in the vicinity of
     Airport, and the right to pursue all operations of the Airport.
h.   CITY reserves the right to take any action it considers necessary to protect the
     aerial approaches of the Airport against obstruction, together with the right to
     prevent COMPANY from erecting, or permitting to be erected, any building
     or other structure on the Airport, which, in the opinion of the CITY, would
     limit the usefulness of the Airport, or constitute a hazard to aircraft and the
     general public.
i.   CITY may from time to time increase the size or capacity of any such Public
     Aircraft Facilities or Passenger Terminal Building or Common Use Portion of
     the Airport or make alterations thereof or close them or any portions of them,
     either temporarily or permanently, provided notice is given to COMPANY.
j.   This Agreement at any time may be reopened for renegotiation if FAA Airport
     Certification, 14 CFR Part 139, or TSA Security Requirements, 49 CFR Part
     1542, or any requirement or regulation of the TSA, results in major
     expenditures to CITY due to COMPANY's tenancy on the Airport. If said




                                     37
               renegotiation is mandated, written notice shall be given to COMPANY thirty
               (30) days prior to such renegotiations.
       k.      Airport Director reserves the right to add, subtract or re-designate parking
               spaces, counter locations and related areas should that be necessary to comply
               with future Airport development plans. CITY will not be liable for the costs
               associated with the moving or reinstallation of COMPANY's equipment,
               fixtures or improvements. CITY will give COMPANY written notice twelve
               (12) months prior to beginning any development provided for by this
               paragraph.


  SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
                            CONSTRUCTION REQUIREMENTS
       With respect to any development or construction on the Premises, COMPANY shall
at all times comply with development standards adopted by CITY or the Airport Director.
COMPANY shall also comply with the standard building and fire protection requirements of
CITY relating to construction and shall require its contractors and all subcontractors to
comply therewith.


                  SECTION 30 - TERMS BINDING UPON SUCCESSORS
       All the terms, conditions, and covenants of this Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto. The provisions of
this Section shall not be deemed as a waiver of any of the conditions against assignment
herein before set forth.


                              SECTION 31 - TIME OF ESSENCE
       Time is of the essence in the performance of this Agreement.


                      SECTION 32 - AGREEMENT MADE IN IDAHO
This Agreement has been made in and shall be construed in accordance with the laws of the
State of Idaho, Ada County.




                                              38
                                 SECTION 33 - HEADINGS
        The headings contained herein, including the Table of Contents, are for convenience
in reference and are not intended to define or limit the scope of any provisions of this
Agreement.
        IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the dates set forth below.




CITY OF BOISE                                 COMPANY




Mayor                                         Printed Name:_______________________
                                              Title: ____________________________
Attested City Clerk



                                              Notary

APPROVED AS TO FORM AND CONTENT



Legal                                            Risk Management




                                            39
       EXHIBIT A
AUTOMOBILE RENTAL LOBBY
       Boise Airport




            40
                              EXHIBIT A                  1,222 sf
                              Counter/Office Exhibit
                                  Drawing not to Scale    870 sf

                                                          745 sf
                                                         681 sf


                                                          428 sf
                        33'
      30'         30'                                    438 sf
                                                          824 sf

30'                                                       828 sf




30'



            32'   29'
    EXHIBIT B
READY/RETURN LOT
   Boise Airport




        41
Boise Airport          Exhibit B
Space Allocation       Ready/Return Lot
2009
#2                     Boise Airport




                   5
                                          31




                                          38
                                          41




                                          41
                                          40
             16




                                          40
                                          42




                                               Kiosks
                          EXHIBIT C
  AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (DBE)
                     ATTAINMENT REPORT
                          Boise Airport

Automobile Rental Car Brand ____________________________________

Automobile Rental Agency Name ______________________________________

This Company/Business ____is ______is not, a certified DBE firm
(if certified please provide evidence of this certification and percentage of direct DBE
ownership of business) ____% DBE direct ownership of business.

For period from October 1, 20          to September 30, 20 __
Gross Receipts/Revenues for this Period                   $______________________
Concession Fees paid to Airport for this Period           $______________________

Total Goods & Services purchased or leased for Boise Airport operation for this Period
                                                         $______________________
Dollar Value of Goods & Services purchased or leased from certified DBE firms for Boise
Airport operation for this Period (insert below)
                                                                           Amount
DBE Name                                                           Paid to DBE Vendor
------------------------------------------                        - - - - - - - - - - - - - - --
                                                                  $
                                                                  $
                                                                  $
                                                                  $
                                                                  $ __________________
                       Total Payments to DBE Vendors             $

                               Percentage of DBE Participation                 %
                               DBE Goal                                        %
       DBE Goal met:           Yes             No ___________

If the DBE goal is not met, please provide detailed explanation of efforts made to attract
qualified DBE participants and reasons for the deficiency.

I certify that the above information is true and accurate to the best of my knowledge and
accurately reflects our DBE participation and good faith efforts during the period indicated.

____________________________________________                          Date______________
Printed Name:_________________________
Title: _______________________________




                                               42
                               EXHIBIT D
               MONTHLY GROSS REVENUE AND ACTIVITY REPORT
                                      Boise Airport

     Rental Car Company Name:                         (Insert company name)
     Revenue Period:                                  (insert date)

     Total Time and Mileage Revenue:                   $ (insert amount)
     ( Less Corporate Discount):                      - $ (insert amount)
     LDW Revenue:                                      $ (insert amount)
     CDW Revenue:                                      $ (insert amount)
     PAI/PEC Revenue:                                  $ (insert amount)
     Prepaid Fuel:                                     $ (insert amount)
     Vehicle License Fees:                             $ (insert amount)
     Airport Fees:                                     $ (insert amount)
     Other Fees:                                       $ (insert amount)
     TOTAL GROSS REVENUE:                             $ (insert amount)
     Times Ten Percent (10%)                          10%



     Amount Due Boise Airport:                          $ (insert amount)
     Minus: Min. Monthly Guarantee                    – $ (insert amount)
     Balance Due Boise Airport:                         $ (insert amount)
     Check #                                          (insert check number)




Attach monthly trial balance or sales journal summary for the Boise Airport location
showing the revenue by line item. Note: Assets and Liabilities do not need to be disclosed.




                                            43
                        To Be Inserted Prior to Contract Execution

Attachment A – Request for Proposal & Addenda
Attachment B - Proposal
                                          ATTACHMENT C
                                      Boise Municipal Code



                                         Chapter 12-22

                    CAR RENTAL CUSTOMER FACILITY CHARGE
Sections:
12-22-01        DEFINITIONS
12-22-02        FINDINGS AND PURPOSE
12-22-03        CAR RENTAL CUSTOMER FACILITY CHARGE
12-22-04        ELIGIBLE PROJECTS
12-22-05        COLLECTIONS
12-22-06        VIOLATIONS
12-22-07        SAVINGS CLAUSE
Section 12-22-01 DEFINITIONS
   As used in this Ordinance, the following definitions apply:

    A.       “Airport,” “the Airport” or “Boise Airport” shall mean the approximately 4900-acre
             area of Boise Air Terminal, a division of the Boise City Department of Aviation and
             Public Transportation, which is a division of Boise City.

    B.       “Charge Effective Date” shall mean the date on which the Customer Facility Charge
             is effective as provided in Boise City Code Section 12-22-03.

    C.       “City” or “the City” shall mean the City of Boise City.

    D.       “Customer Facility Charge” or “CFC” shall mean the one dollar and twenty cent
             ($1.20) charge imposed by a car rental company upon a car rental customer arriving
             at the Airport and renting a vehicle from an on-airport or off-airport car rental
             company serving the Airport. The CFC shall be collected by the car rental company
             for the benefit of the Airport, pursuant to Boise City Code Section 12-22-03.

    E.       “On-airport” shall mean a car rental company that is located at, upon, or within the
             Boise Airport.

    F.       “Off-airport” shall mean a car rental company that is not located at the Boise Airport
             but which does business at the Airport.

    G.       “Transaction day” shall mean that period of time a car is rented for twenty-five or
             fewer hours for the initial or first transaction day, and any portion of one or more
             additional twenty-four hour period(s) for each transaction day thereafter.
(6236, Added, 06/03/2003)

Section 12-22-02 FINDINGS AND PURPOSE
The City finds that:

    1.       The City owns and controls certain Airports and facilities located in Ada County,
             State of Idaho, and known as Boise Airport; and

    2.       The Airport promotes and supports a strong economic base for the community,

                                            Page 1 of 4
                                        Boise Municipal Code


              assists and encourages world trade opportunities, and is of vital importance to the
              health, safety, and welfare of the State of Idaho; and

     3.       The operation of Boise Airport as a public facility attracting scheduled airline
              passengers who use car rental facilities at the Airport imposes financial
              responsibility on the City for car rental facilities and operations; and

     4.       The City will expend substantial resources for capital investment, operation,
              maintenance, and development of the car rental facilities to meet the future demand
              for customers using the Boise Airport or its facilities; and

     5.       It is in the City’s best economic interest, and likewise in the interest of the car rental
              customers and car rental companies, to adopt a Customer Facility Charge (CFC)
              program as identified in this Ordinance to maintain, improve, and further expand the
              car rental facilities of the Airport; and

     6.       In establishing and implementing the Customer Facility Charge program, the car
              rental customers using the Airport should contribute to a greater degree toward the
              development and improvement of car rental facilities; and

     7.       The fees implemented by this Ordinance are reasonable for the use of the Airport and
              car rental facilities by the general public; and

     8.       The purpose of this Ordinance is to enact a Customer Facility Charge program
              consistent with the above findings and this Ordinance and the regulations published
              pursuant thereto shall be liberally construed to effectuate the purposes expressed.
(6236, Added, 06/03/2003)

Section 12-22-03 CAR RENTAL CUSTOMER FACILITY CHARGE
A.      Commencing not later than sixty days after the approval and publication of this
        Ordinance by the Boise City Council, or on such date thereafter as the Customer Facility
        Charge can be collected, as determined by the Airport Director (“Charge Effective
        Date”), the Airport’s Customer Facility Charge program authorized by this Ordinance
        shall be imposed.

B.        The CFC’s shall be used to pay, or reimburse the Airport, for the costs associated with
          the design, planning, and construction of facilities or improvements exclusively used by
          the rental car companies located at the Airport. Any or all of the CFC’s collected may be
          pledged to the punctual payment of debt service on obligations issued by or on behalf of
          the Airport for the cost of the car rental portion of the parking garage expansion, and to
          create and maintain reasonable reserves. Eligible costs for the car rental facilities shall
          include all costs, fees, and expenses associated with the planning, design, equipping,
          construction, and other related costs for the development, improvement, or acquisition of
          car rental facilities. Eligible costs for the related transportation facilities and equipment
          shall include operating costs in addition to the foregoing costs. Nothing herein shall be
          construed to make fees or costs incurred in tenant improvements for space exclusively
          used by a car rental company ineligible.

C.        The CFC’s shall be used to pay, or reimburse, the participating car rental companies for
          reasonable and necessary consulting and attorneys fees, as determined by the Airport

                                               Page 2 of 4
                                        Boise Municipal Code


         Director which are directly related to their participation in facility projects.

D.       The CFC fees imposed by car rental companies shall be identified on separate lines on
         the car rental customer contract, before taxes, and shall be described as the “Transaction
         Fee” or “Facility Fee.”

E.       There shall be no suspension of CFC collections unless all of the following occur:

         1.       All car rental companies operating at the Airport have timely and accurately
                  remitted their CFC collections to the Airport together with the required reports
                  of transaction day data.

         2.       The City has completed all design development, architectural and engineering
                  drawings for the facility construction or improvements.

         3.       Sufficient CFC proceeds have been collected to reimburse the Airport for the
                  costs identified in Section 12-22-03 (B) incurred through the completion of
                  design development and to reimburse the participating car rental companies for
                  the costs identified in Section 12-22-03 (C).

         4.       The Airport has not entered into the construction phase of the project.

         5.       The CFC’s have not been pledged to the payment of debt service on obligations
                  issued by or on behalf of the Airport or Boise City.

F.       Following any suspension of CFC collections under Section 12-22-03(E), the Airport
         Director shall consider relevant economic factors and consult with the Airport’s on- and
         off- airport car rental companies regarding such factors and review the size, scope and
         projected costs of the car rental facilities or improvements prior to re-imposing the CFC
         collection requirement.

G.       The Customer Facility Charge authorized by this Ordinance shall expire on the date
         determined pursuant to car rental Leases, for on-airport car rental companies.

H.       The Airport Director or designee is authorized to execute the authorization of the City’s
         CFC Program including the assurances contained therein and other documents necessary
         for implementation of the CFC program on behalf of the City.
(6236, Added, 06/03/2003)

Section 12-22-04 ELIGIBLE PROJECTS
   The Customer Facility Charge collected pursuant to this program shall be expended solely for
rental car projects approved by the Boise Airport Commission and the Boise City Council.
(6236, Added, 06/03/2003)

Section 12-22-05 COLLECTIONS
A.      All CFC’s collected by all car rental companies are and shall be trust funds held by the
        car rental companies for the benefit of the Airport. Car rental companies and their agents
        hold only a possessory interest in the CFC’s, and no legal or equitable interest. All car
        rental companies shall segregate, separately account for and disclose all CFC’s as trust
        funds in their financial statements, and shall maintain adequate records that account for

                                              Page 3 of 4
                                      Boise Municipal Code


         all CFC’s charged and collected. Failure to segregate the CFC’s shall not alter or
         eliminate their trust fund nature. The Airport shall have the right to audit the CFC
         records upon reasonable notice.

B.       All car rental companies shall remit all CFC’s that were collected or should have been
         collected from its Airport customers on a monthly basis to the Airport together with the
         monthly statement of transactions and transaction days. The CFC’s shall be remitted by
         the last day of the month following the month the CFC’s were collected. Failure to
         strictly comply with this subparagraph shall be considered a material breach of the car
         rental company’s authorization to do business at the Airport.

C.       Collection of the CFC’s shall be limited to the first fourteen transaction days of any car
         rental customer contract, to limit the remittance by any car rental company on any car
         rental customer contract to fourteen times the CFC.
(6236, Added, 06/03/2003)

Section 12-22-06 VIOLATIONS
   In the event any car rental company violates any term or condition of this Ordinance, the
Airport or City may exercise any rights or remedies allowed by law or equity.
(6236, Added, 06/03/2003)

Section 12-22-07 SAVINGS CLAUSE
   In the event any phrase, clause, sentence, paragraph, or paragraphs of this Ordinance is or are
declared invalid for any reason, the remainder of this Ordinance shall not be invalidated, but
shall remain in full force and effect, all parts of this Ordinance being declared separable and
independent of all others. In the event that a judgment is entered, and all appeals exhausted,
which judgment finds, concludes or declares this Ordinance is unconstitutional or is otherwise
invalid, the Customer Facility Charge authorized by this Ordinance shall be suspended and
terminated as of the date such declaration.
(6236, Added, 06/03/2003)




                                             Page 4 of 4
         ATTACHMENT A

REQUEST FOR PROPOSALS AND ADDENDA


          Addendum No. 1
       Addendum #1 – Boise Airport Automobile Concession and Lease Agreement
                                    July 7, 2009


Request for Proposals

General Comments/Requests/Questions

   •   In these unprecedented economic times, the rental car industry has requested
       consideration to forego the RFP process and enter into direct contract negotiations at
       every airport where the situation is non-competitive because there is room for all
       interested operators. The contract could be an extension or renegotiation of existing
       RAC concession agreements or negotiation of a new proposed agreement.

   •   The industry is inviting the 8th operator to come on to the Airport at the same terms and
       conditions for the minimum annual guarantee entry amount of $125,000 and the space
       commiserate with that amount. We believe this method is advantageous to all parties.

   •   Because most of the space is grandfathered in, the only space at risk (during a proposal
       process) is the ready/return lot parking spaces and kiosk locations.

   •   A proposal process provides an opportunity to reset the MAGS which could be less
       beneficial to the City.

   •   The 8th operator states they are not determined to continue with a proposal process but
       they are determined to get their brand on the Airport.

Response: 1. The City of Boise, Department of Aviation will not entertain an extension of the
          existing agreements.

           2. The City of Boise, Department of Aviation has considered the request to enter
           into negotiations with the 8 operators utilizing the proposed Form of Concession and
           Lease Agreement. We can not demonstrate, as required by Boise City Purchasing
           Policy, the financial benefit to the City which would be required to allow us to
           forego the RFP process. Therefore, the City of Boise, Department of Aviation will
           proceed with the Request for Proposals.

   •   What is the off-airport fee?

Response: Pursuant to Boise Municipal Code Title 12, Chapter 12-20 Non-Tenant Rental Car
          Business Permit, the non-tenant agencies are required to pay 7% of airport-generated
          gross revenue receipts, as defined in the Code. Boise Municipal Code may be found
          on the City’s website at www.cityofboise.org.

   •   May we have a report showing the status of the CFC Fund?

Response: We will provide a copy to the incumbent agencies via e-mail the week of July 13th.

                                                                        Addendum #1 – Page 1
Section 2 – Instructions and Information to Proposers

1.     p5, Item 1, Issuer – last paragraph
When is the last date to submit questions to the Airport?

Response: p 5, Item 1, last paragraph shall be amended to include the following sentence:

       The Deadline to submit questions to the Airport regarding this RFP shall be Monday,
       July 20, 2009, 4:30 PM, local time. (see Response 2 below)

2.    p5, Item 2, Important Dates
Request extension of the proposal opening date.

Response: The proposal due date shall be extended to Wednesday, August 5, 2009, 4:30 pm,
          local time.

3.     p6, Item 4, Scope of Services
Would the City consider allowing Dual Branding at one counter?

Response: No

4.      p6, Item 6, Deadlines
Will there be a public proposal opening?

Response: Yes. The City of Boise, Department of Aviation will accept sealed proposals at the
          Boise Airport Administration Office, 3201 Airport Way, Suite 1000, Boise, Idaho
          83705, 3rd floor of the Boise Airport Terminal Building, until Wednesday, August
          5, 2009, 4:30 pm, local time. Immediately thereafter, all proposals will be opened
          and publicly read in the presence of those Proposers in attendance.

5.     p6, Item 6, Deadlines
Please clarify the language required to be placed on the proposal submittal label. It differs
from p3paragraph 3.

Response: The language on page 3 is correct. The 2nd Paragraph on p6, item 6 shall be
amended to read as follows:

       One original and four (4) copies of the proposal shall be submitted in one (1) sealed
       envelope or box and clearly labeled “AUTOMOBILE RENTAL CONCESSION AND
       LEASE AGREEMENT - BOISE AIRPORT”.

6.     p8, Item 13, Evaluation Criteria
Request a change in the Evaluation Criteria so the award is based upon revenue only OR
request clarification of Evaluation Criteria.

Response: This is an RFP process, not a bid, Proposers are ranked on criteria in addition to
revenue to the City. The Evaluation Criteria shall remain as written.


                                                                        Addendum #1 – Page 2
7.     p8, Item 15, Independent Proposal
What is the City looking for to certify the signatory is legally responsible and authorized to bind
the company? Will a resolution suffice?

Response: The person executing the proposal should be an officer or managing member or
other qualified person as identified on Proposer’s Section 4 – Qualifications and Experience
Form.

8.    p9, Item 17, Airport Information
Request updated passenger and rental car numbers for Calendar Year 2009.

Response:       The 2009 Boise Airport Concession Report is e-mailed to the local manager each
                month. It is a spreadsheet containing the monthly and year-to-date figures as
                reported by the concessionaires and airlines each month throughout the year
                compared to the previous year. This report will be separately e-mailed to the
                RFP holders. May is the most recent month completed for the automobile rental
                agencies.

9.     p10, Item 19, Customer Facility Charge
Are you expecting the CFC of $1.20 to increase during the term of this agreement?

Response:       At the time of this RFP, there are no plans to adjust the amount of the CFC.

10.      p10, Item 20, Automobile Rental Facilities - General
      1. Were the rents increased during the term of the current agreement?
      2. Request the rent increases be tied to a regional index rather than national CPI.

Response: 1. No.
          2. The Consumer Price Index method is in our Airport Rules and Regulations as our
          standard method of rental rate adjustment. The method of adjustment will remain as
          written.

11.    p11, Item 20, Automobile Rental Facilities - Counter/Queuing/Offices
Will the City reimburse up to $25 per square foot to all Concessionaires or only for the new
operator? Is this how it was done in the past?

Response:       The tenant improvement reimbursement is only for a new entrant.           The
                incumbent operator build-outs were funded by CFC after the collection thereof,
                so to be fair, the new entrant will be afforded the same benefit.




                                                                           Addendum #1 – Page 3
12.      p11, Item 20, Automobile Rental Facilities - Ready/Return Lot

1.     The kiosks were purchased with CFC, therefore the proposed rents are to cover M & O.
      The additional $70/month in rents above a parking space seems excessive. We request a
      reduction in the rent amount.

Response:      The rental rate of $100 for a kiosk space will remain.

2. Would any movement/relocation of a kiosk be covered by CFC?

Response:      Should the Airport Director determine, at his sole discretion, it is in the best
               interest to reconfigure the position of the kiosks in the lot, such reconfiguration
               could be funded by CFC. This does not include reallocation of spaces in the lot.

3. The ready stall fee went up almost 20% is this a calculated from the CPI?

Response: Yes

13.    p12, Item 21,Pre-existing Service Centers and Overflow Vehicle Storage Space Leases.
Would you please provide a copy of the Service Center and Overflow Vehicle Storage Space
Lease Agreements?

Response: These Leases are not part of this RFP. The existing occupants (Overland West,
          Avis and Midwest Car Corp.) are grandfathered. The agreements will be negotiated
          with them directly. Should they not meet the grandfather criteria, the Airport will
          contact the next ranked agency and offer the space to them. At that time, an
          agreement will be provided.

14.    p12 & 13, Item 23, Allocating Spaces
1. Request the minimum number of stalls be reset to fourteen (14) spaces instead of twenty
    (20). Even taking into consideration the additional 50 spaces, fourteen (14) spaces are
    more in line with a minimum bid of $125,000.

Response: Agreed. The last sentence of the first paragraph, item 23 shall be amended to read
          as follows:

         The Airport has the ability to adjust the exact number and location of spaces as may be
         necessary to maintain the continuity of the facility and provide for a minimum of 20 14
         parking spaces to each Successful Proposer. Fourteen (14) spaces shall be assigned to
         Successful Proposers whose percentage MAG is equal to or less than 4.5% of total
         MAG. The balance of ready/return parking spaces shall be assigned based on the
         adjusted MAG percentages to those Successful Proposers whose MAG is greater
         than 4.5%.




                                                                          Addendum #1 – Page 4
2.   Request reconsideration of reallocation annually or at least once after the 2nd year at the
     Airport Director’s discretion with specific criteria (ie, market share resulting in the addition
     of 5 parking stalls). The language can specify there shall be no reallocation of kiosk spaces.

Response: There will be no reallocation of ready/return spaces or kiosks during the five (5) year
          term. Allocation shall be based upon two year MAG proposal.

15.    p13, Item 24, Disadvantaged Business Enterprise (DBE) Program.
Correction in 1st paragraph, 2nd to last sentence. The sentence is amended to read as follows:

        Although no specific goal percentage for this Concession has been approved at this time,
        historical participation would suggest that a goal of 1 percentage of purchases and or
        lease of goods and services is reasonably attainable.

16.   p13, Item 24, Disadvantaged Business Enterprise (DBE) Program.
Request clarification of DBE Forms to be submitted with Proposal.

Response: The requirement to submit DBE Form One and Two in Section 5 is hereby deleted.
          In place of the forms, Proposers shall include, with their proposal, a narrative
          describing how they will comply with the DBE provisions of the Concession and
          Lease Agreement, including the anticipated annual participation percentage of
          goods and services purchased and/or leased from DBE certified vendors they expect
          to achieve on an annual basis for this contract. Proposers are encouraged to attach
          their Company’s Good Faith Effort Plan or DBE Program.

            Said narrative shall include a statement confirming the Successful Proposer shall
            comply with Section 20 – DBE Requirements of the Form of Concession and Lease
            Agreement and the DBE Attainment Report (Contract Exhibit C) shall be submitted
            on an annual basis.

17.   p13, Item 24, Disadvantaged Business Enterprise (DBE) Program.
1. Does a Disparity Study exist?

Response: Yes, the Idaho Transportation Department (ITD) finalized a Disparity Study in late
          2007. It may be found at http://www.itd.idaho.gov/civil/disparity.htm. The study
          was geared toward transportation construction and engineering, not Airport
          Concessions.

2. Does the DBE have to be certified in Idaho?

Response:     Yes. Airport staff is available to assist the Automobile Rental Industry with
            contacting potential DBE providers and working with the State of Idaho’s certifying
            agency ITD to obtain certification for qualified vendors who are certified in other
            states or who wish to become certified in Idaho.




                                                                            Addendum #1 – Page 5
3. Is the one percent (1%) goal a combined goal?

Response: Yes. The Airport submits an annual report to the FAA with the individual agency
          results combined to a total that we hope will match or exceed our one percent (1%)
          goal

18.    p14, Item 25, Proposal Guarantee
Expressed concern over the length of 14 business days to return completed contract and
required insurance and performance security.

Response: The Proposers should review the Form of Concession and Lease Agreement and
          addenda prior to submitting a proposal and should be prepared once the contract has
          been awarded. Fourteen (14) business days should be plenty of time to route for
          appropriate signatures and to finalize insurance and performance security. This
          requirement remains.




                                                                      Addendum #1 – Page 6
Section 3 - Proposal Form

19.    p17, Proposal Form - paragraph 6
Please clarify the paragraph “If any of the language …….the applicable document must
govern.”

Response: If any language or information in the Proposer’s proposal conflicts with any of the
          language or information in the City’s RFP or Addenda, the City’s documents govern
          over the Proposer’s proposal.

20.    p18, Minimum Annual Guarantee (MAG)
Request the MAG proposal be changed from two year to one year with the 2nd year set at a
percentage of the previous 12 month percentage payment.

Response: The two year MAG proposal shall remain a requirement.

21.    p18, Minimum Annual Guarantee (MAG)
Request the MAG adjustment language be changed deleting the “or previous years MAG,
whichever is greater” and only adjusting the MAG to the percentage of the previous years
Percentage Fee.

Response: The 3rd, 4th and 5th year MAG shall remain the percentage or the previous years
          MAG, whichever is greater.

22.    p19, Minimum Annual Guarantee (MAG)
1. Request the MAG adjustment methodology be changed from 85% to 80%. The Airport is
protected in tough times via the percentage payment. Automobile Rental Agencies are being
penalized, when times are tough and we are down 25%, there is no relief.

Response: The percentage shall be changed from 85% to 80%.

           Revised Proposal Form is attached.

2. Request commission payment be defined or changed to Concession Fee.

Response: The phrase “Commission Payment” shall be changed to “Percentage Fee” as defined
          in 4.3b of the Form of Concession and Lease Agreement.

           Revised Proposal Form is attached.




                                                                      Addendum #1 – Page 7
Section 4 - Qualifications and Experience Form

23.    p19, 20 & 21 and 22, Qualifications and Experience
Please add a category for a Limited Liability Companies.

Response: Agreed. Revised Qualifications and Experience Form is attached

24.    p23, Statement of Qualifications and Experience Instructions, 2C, Affirmative Action
1. Our company employs fewer than 500 employees and is therefore not required to have an
affirmative action plan. Please clarify what you need in this section.

2. Request this section be deleted from the Affirmative Action portion. It is covered under the
Disadvantaged Business Enterprise requirements.

           Response: It is the Airport’s intent to obtain information on the Proposer’s Non-
           Discrimination plans and practices and, if they have them, their Affirmative Action
           programs. Item number C shall be amended to read as follows:

              Each proposer must detail and provide specific goals and objectives for their
              Affirmative Action and/or Nondiscrimination program as follows:
                      1.     Most recent Affirmative Action and/or non-discriminating
                             Nondiscrimination     plan   or    statement       regarding   hiring,
                             subcontracting and purchasing.
                      2.     Work force composition in use or proposed for its Boise Airport
                             operation.
                      3.     The contracting and subcontracting of capital improvements
                             which may be made to leased premises at the Boise Airport.
                      4.     The purchasing of merchandise, materials, supplies and services
                             during the term of the Automobile Rental Concession Agreement.
                      5.4.   Other   information    regarding     Affirmative     Action    and/or
                             Nondiscrimination proposer deems relevant.
                      (Attach Information as Written Attachment II, C.)

           Revised Qualifications and Experience Form is attached

25.    p24 & 25, Qualifications and Experience - Items D-I, J-O
Please waive for incumbent operators.

Response: This is a Request for Proposals, not a Bid. Experience and Qualifications are part of
          the Evaluation Criteria. Completion of this portion of the form remains a
          requirement.
                                                                      Addendum #1 – Page 8
26.    p25, Qualifications and Experience - Item I
Are we to list each employee’s years of rent a car experience or something more detailed?
Please clarify.

Response: The experience should be reflective of the obligation to provide Automobile Rental
          Services pursuant to the Form of Concession and Lease Agreement. Resumes may
          be attached to Proposal Form as Written Attachment II, I

27.      p25, Qualifications and Experience - Item K
 Please delete this requirement. The number of vehicles and models will change from time to
 time, contingent on customer’s demands and fleet availability.

Response: Item K will remain as written. The City understands the number and models will
          change; however, we still wish to know how many and what models the Proposer
          proposes to use at Boise Airport.

28.     p25, Qualifications and Experience - Item O
 Please delete this requirement. The number of vehicles and models will change from time to
 time, contingent on customer’s demands and fleet availability.

Response: Item O will be changed so the required information includes owned and/or leased
          vehicles. (see response number 29 above)

           Revised Qualifications and Experience Form is attached.

29.    p26, Financial Information - Items 3A & 3B
Please waive for incumbents

Response: The requirement to complete Items 3A and 3B shall remain.

30.    p26, Financial Information - Item 3A
Does the term “principals” mean the officers of the company?

Response: The term “principals” means the person or persons with controlling authority, is in a
          leading position and/or the person or persons primarily or ultimately liable on a legal
          obligation.

31.    p26, Financial Information - Item 3B
Please waive the surety information requirement for incumbents. The active bonds we currently
have on file with the airport should act as sufficient evidence that we are able to secure a bond.

Response: This requirement to complete item 3B remains.




                                                                          Addendum #1 – Page 9
32.    p27, Litigation Disclosure - Item 23c
1. The numbering is inconsistent.

Response: The numbering shall be corrected.
          Revised Qualifications and Experience Form is attached.

2. Should the list of claims include claims we are involved in with insurance companies when a
customer wrecks one of our cars? Please define “claims”.

Response: The claims do not need to include litigation as a result of rental agreement
          (agreement between Company and automobile rental customer) insurance claims.
          Revised page 28 of the Proposal Form which has replaced page 27 is attached.

33.  p28 & p29, DBE Form 1 & 2
1. What is the ACDBE goal?

Response: p13, Item 24 of the RFP explains Proposer should make good faith efforts to obtain a
          1 percent DBE participation on the purchase or lease of goods and services for the
          Boise Airport operation.

2. Does the Proposer goal need to match the 1 percent goal?

Response: The Proposer shall make good faith efforts to obtain DBE participation and shall
          describe its efforts in a narrative as defined above in Response 16. Proposer shall
          provide an estimated percentage of participation it proposes to meet, on an annual
          basis, throughout the term of the Concession & Lease Agreement. In its annual DBE
          reports submitted to the City as required in the Concession & Lease Agreement, the
          COMPANY shall provide proof it has met that percentage goal or provide proof of a
          good faith effort. A zero percentage goal is not acceptable without proof of a good
          faith effort.

3. Are these forms required?

Response: These forms are no longer required. See Response # 16 above.




                                                                      Addendum #1 – Page 10
Section 6 – Form of Concession & Lease Agreement

34.    p6, Concession Privileges – Section 3.1
Request addition of the right to provide ancillary services (DVD players, phone cards, etc).

Response: Airport approval is required in order to ensure such ancillary services do not conflict
          with existing concession contracts at Boise Airport.

            The following paragraph shall be added to the end of Section 3.1 Concession
            Privileges.

               COMPANY may provide ancillary services in conjunction with the rental of an
               automobile only upon providing a written request to the Airport , including a list
               of such services COMPANY wishes to provide, and upon receipt of written
               approval from the Airport Director or his designee.

35.     p6, Signs - Section 3.4a
The Counter and Office Space section specifically limits the signage to the back wall. Request
we be allowed, upon request, at Airport Director’s discretion, to have minimal signage in the
counter/queuing area.

Response:      Pursuant to Section 3.4- Signs, all signage requires Airport Director approval.
               Section 3.4a shall be amended to read as follows:

               a. Counter and Office space signage shall be limited to the wall behind the
                  counter and small customer service directional signage within the counter
                  and queuing area. The area in front of the counter shall be used for queuing
                  only.

36.    p8, Minimum Annual Guarantee (MAG) – Section 4.3a
1. Request the MAG proposal be changed from two year to one year with the 2nd year set at a
    percentage.

 Response: The MAG proposal required shall remain two years

2. Request commission payment be defined or changed to match the definition                    of
   Concession/Percentage Fee.

 Response: The fifth line of Section 4.3a shall be amended to read as follows:
            Eighty Five (85) Eighty (80) percent of actual total commissions Percentage Fee, as
            defined below, paid for year 2 for 12 month period September-August or previous
            years MAG whichever is greater.




                                                                        Addendum #1 – Page 11
37.    p8, Concession Fee - Section 4.3b
Please consider changing the reporting date so that reports are due by the 20th instead of the
15th. This is consistent with our other locations.

Response: Agreed, Section 4.3b shall be amended to read as follows:

        b.     Percentage Fee. The Percentage Fee shall be Ten Percent (10%) of the Gross
               Revenues as defined in Subsection 4.4 below. Fifteen (15) Twenty (20) days
               after the beginning of each calendar month during the term hereof, COMPANY
               shall pay to CITY without demand, a sum of money which represents the amount
               by which the Percentage Fee exceeds the Minimum Annual Guarantee for the
               previous month. In the event the Percentage Fee shall not exceed the Minimum
               Annual Guarantee during any month in the term hereof, then no percentage fee
               shall be due and payable for such month.

38.    p9 & 10, Definition of Gross Revenues - Section 4.4
1. We notice the 10% requirement is not included in the contract which means we can charge
    the customer the full 11.1% if we choose. Is there a cap on the amount we can charge the
    customer? No one wants the ability to charge more than the amount needed to recoup what
    we pay the Airport.

Response:      The following sentence shall be added to the end of section 7.5- Representation
               of Pricing in the Form of Concession and Lease Agreement.

                 COMPANY is required to recover the Percentage Fee as a separate line item on
                 the invoice for the customer contract, and shall label it as the “Rental Car
                 Concession Fee”, which shall not exceed ten percent (10%) of the Gross
                 Revenues for that customer contract.

               Example: Automobile Rental Contract = $100; Rental Car Concession Fee Paid
               by customer = $10; Total Paid to the City (10% of Gross Revenue) = $11.

2. Request “reimbursement to customers for on the road expenses” (ie, tires) be removed from
    Gross Revenues. Reimbursements wouldn’t be included as Revenues to begin with. Please
    clarify.

Response: The Airport acknowledges this is an expense and not part of gross revenues. The
          language stands as written.

3.    Request Vehicle License Fees be excluded from Gross Revenues. It is a direct pass through
     to the State/County.

Response: At what point is the license fee recovered and the fee drop off? The language stands
          as written.




                                                                       Addendum #1 – Page 12
4. Does “walk-in” business include those customers who are dropped off or picked up at the
   Airport? For instance if a customer doesn’t fly in or out of the Airport. The Agreement
   states “business which originates at the Airport”.

Response: All automobile rental business in connection with the Airport should be included in
          Gross Revenues. The second to the last sentence in Section 4.4 Definition of Gross
          Revenues shall be deleted and the following paragraph put in its place.

               It is understood all monies or other consideration paid or payable to COMPANY
               by customers for all sales made and services in connection with automobile and
               vehicle rentals or other products or services provided to persons through
               COMPANY’s operations at the Airport, without regard to the ownership, area,
               fleet, or location assignment of vehicles and without regard to the manner in
               which or place at which the vehicles or other products or services are furnished to
               COMPANY’s customers and without regard to whether the vehicles or other
               products are returned to the Airport or to some other location shall be included in
               the definition of Gross Revenues.

5. Does replacement fuel also mean pre-paid fuel (4.4b)?

               Response:   Yes, for clarification, Section 4.4b shall be amended to read as
               follows:

                  b. Any charges collected from customers for replacement fuel, including
                     pre-paid fuel, in an automobile rented pursuant to a rental agreement
                     under which the customer is obligated to return the automobile with the
                     same amount of gasoline furnished upon rental.

39.    p11 & 12, Statement and Books - Section 4.8b
Request the requirement to have records available within forty-eight (48) hours be changed to a
more reasonable time, for instance a month.

Response: The last sentence of Section 4.8b shall be amended to read as follows:

The records pertaining to the contracts assigned to the Airport shall be available for inspection
and examination on Premises upon forty eight (48) hours thirty (30) days notice by CITY or its
duly authorized representative.

40.       p12, Audits - Section 4.9
1. The Airport has not had any problems in the past so how does this requirement benefit either
party? Please allow us to certify through our in-house audit department. Annual external
audits and/or hiring an external auditor is expensive and we are trying to reduce expenses, not
increase them.

Response:     We require an independent certified public accountant provide an Independent
              Auditors Report to meet our internal audit requirements.



                                                                        Addendum #1 – Page 13
2. Request the name of this section be changed to “Annual Reconciliation” or “Annual Special
Statement or Report” instead of “Audit”.

Response: The title of Section 4.9a shall be amended to read as follows:

       4.9     Audits Annual Special Statement or Report.
3. Request flexibility in the language for the Independent Auditor’s Report. Would the Airport
accept language that is substantially similar to the recommended language? We don’t have
time to run the language by all of our internal auditors. It is difficult to approve language for
party (auditor) that is not a part to this contract.

Response: The language stands as written.
41.   p 14, Installations by Company - Section 5.2
Was everyone else given the same consideration of reimbursement or funding of improvements?

Response: Yes, see Response 11 above.

42.   p16, Hours of Operation – Section 7.1a
Request the operating hours may be changed at Airport Director’s discretion

Response: The following sentences shall be added to the end of Section 7.1 Hours of Operation

       Any changes to the hours of operation require written approval of the Airport Director or
       his designee. Said approval shall be at the Airport Directors sole discretion.

43.    p16 & 17, Standards of Service – Section 7.2b
1. Would the City consider changing the age of the automobiles from 2 to 3 years? Industry
    standard would allow for a fleet with 2008, 2009 and 2010 vehicles in these economic times.
    Also, the manufacture dates get earlier and earlier each year.

2. Please remove the requirement for a fleet of 100 automobiles. This is an unenforceable and
   burdensome requirement. The first section in this agreement states the Company shall
   maintain, at all times at its own expense, an adequate number of vehicles on the Airport to
   meet the reasonable public demand. This should be sufficient language.

Response: Section 7.2b, of the Concession and Lease Agreement shall be amended to read as
          follows:

  COMPANY shall maintain, at all times and at its own expense, an adequate number of
  vehicles, at Airport Directors sole discretion, on the Airport to meet the reasonable public
  demand. Only fully-operational, well-maintained, licensed vehicles shall be used by
  COMPANY in the performance of the privileges granted hereunder. Concessionaire agrees
  that at no time will it use automobiles whose year model is more than two (2) three (3) years
  older than the current year model for each vehicle type provided. At no time will
  COMPANY'S fleet at airport fall below one hundred (100) vehicles.



                                                                        Addendum #1 – Page 14
45.   p19, Compliance with Service Standards - Section 7.11
Can two brands operate from one facility?

Response: No, see Response 3 above.

46.   p22, Performance Guarantee - Section 10
1. Request Performance Guarantee be 25% rather than 50% and be based only upon MAG not
MAG plus rents.

Response:    The second sentence of the second paragraph of Section 10 – Performance
            Guarantee shall be amended to read as follows:

The Security Assurance in an amount of fifty percent (50%) of the Minimum Annual
Guaranteed Concession Fee plus fifty (50%) of annual rentals shall remain in full force and
effect during the Term and any extended period thereof.

47.    p24, Cancellation by COMPANY - Section 12.1
Request the inability of COMPANY to use the Airport for a period of longer than ninety (90)
days be changed to thirty (30) days.

Response: Ninety (90) days is our standard cancellation language. The language stands as
written.

48.  p24, Employee Parking - Section 13
1. Where is the Employee Parking?

Response:     Current RAC employee parking is adjacent to the south of the Ready/Return Lot.

2. What is the rate?

Response: The current monthly employee parking rate is $18.00 with discounts for annual,
          semi-annual and quarterly payment.

3. Why can’t employees park in the ready/return lot?

Response: The Ready/Return Lot parking spaces are for Automobile Rental Ready and Returns
          cars only.

4. Is the parking tied to an employee or a pass? If we pre-pay we would like flexibility to
       transfer passes.

Response: Employee parking is currently accessed via proximity cards issued to an employee.
          Agencies may contact the Airport parking operator, currently AMPCO Parking, and
          arrange for transfer/credits of pre-paid employee parking fees.




                                                                    Addendum #1 – Page 15
49.    p36, Rights and Privileges of CITY - Section 28b
Request policy that if parking operator determines an abandoned vehicle is owned by an RAC,
the RAC be notified and provided an opportunity to remove the vehicle prior to a tow company
being called.

Response: The parking operator has no method to verify automobile ownership. If agency is
missing a car, please contact the parking operator and they can check their license plate audit
(performed daily) and/or contact Airport Police to report the vehicle stolen. Once an automobile
has been left in a parking facility over 30 days, the parking operator contacts Airport Police to
see if the vehicle is stolen. If it has been reported stolen, Airport Police will take it from there, if
not it will be towed. The language stands as written.




Attachments:
      Replacement Section 3, Proposal Form
      Replacement Section 4, Qualification and Experience Form

       Section 5, DBE Forms One and Two has been deleted.




                                                                             Addendum #1 – Page 16
                                   To be Used by All Proposers


                                           Section 3
                                       PROPOSAL FORM

                         NON-EXCLUSIVE AUTOMOBILE RENTAL
                         CONCESSION AND LEASE AGREEMENT
                                Boise Airport, Boise Idaho


TO:    City of Boise
       Department of Aviation
       3201 Airport Way, Suite 1000
       Boise, ID 83705

       Attn: Property & Contract Administrator

The undersigned Proposer hereby submits this Proposal for an automobile rental concession at
Boise Airport. Proposer hereby declares that the only person or persons interested in this
Proposal as Principal or Principals is or are named herein and that no person other than those
herein mentioned has any interest in this Proposal or in the Concession Agreement to be entered
into; that this Proposal is made without consultation with any other person, company or parties
making a Proposal; and that it is in all respects fair and submitted in good faith without collusion
or fraud. Proposer represents to Boise City that, except as may be disclosed below hereto, no
City member nor officer, employee or agent of the City either has or will have any interest, either
directly or indirectly, in the business of the Proposer in the operation of the Concession, and that
no such person must have any such interest at any time during the Term of the Concession,
should it be awarded the Proposer.

                 Disclosure of Interest of Any City Employee or Agent:
__________________________________________________________________________

__________________________________________________________________________

The Proposer further declares that having received a copy of and examined the Request for
Proposals for Non-Exclusive Automobile Rental Concession and Lease Agreement, the proposed
Form of Automobile Rental Concession and Lease Agreement, and any and all related
documents, including Addenda, for the proposed Non-exclusive operation of Automobile Rental
Concessions at the Boise Airport, Boise, Idaho, and having become familiar with the proposed
sites therefore and operations thereof, has satisfied him or herself relative to the Concession to be
awarded.




                                                16
                                  To be Used by All Proposers

Proposer Acknowledges Receipt of the Following Addenda(s):


          Addenda        Date
          1.
          2.
          3.
          4.


The Proposer requires use of a pneumatic tube system from the Ready/Return Lot to
Counter/Office area. Yes ( )               No ( )

The Proposer requires use of a kiosk in the Ready/Return Lot. Yes ( )     No ( )

The Proposer hereby submits by enclosure the Qualification and Experience Form and
supporting information required by the Request for Proposal and certifies that all information so
submitted is both accurate and complete.


The Proposer has enclosed either: (check applicable blank)
   [   ] A certified cashier’s check or bank draft for $10,000.00 or
   [   ] The completed Proposal Bond in the amount of $10,000.00.


If any of the language or information in this Proposal conflicts with the Request for Proposal or
any of the documents furnished with the Request for Proposal, the language of the Request for
Proposal or of the applicable document must govern.


The Proposer further agrees that, in the event the Concession is awarded to him/her and he/she
fails to comply with all of the requirements of the preceding paragraphs, as applicable, the
Proposal Guaranty must be forfeited to the City.


The undersigned proposes to provide services in accordance with the specifications for
Automobile Rental Concession Operator for the City of Boise, Idaho and to bind themselves, on




                                               17
                                   To be Used by All Proposers

the acceptance of this proposal, to enter into and execute a Concession Agreement, of which this
proposal, terms and conditions, and specifications will be part.
The undersigned acknowledges the rights reserved by the City to accept or reject any or all
proposals as may appear to be in the best interest of the City. The undersigned further agrees, if
awarded a Concession and Lease Agreement, to execute and deliver the same to the City within
fourteen (14) working days after receipt of said Concession and Lease Agreement documents,
and to submit therewith the required insurance certificates and performance guarantee. In case
of default on executing such Concession and Lease Agreement with necessary insurance
certificates and performance guarantee, the Proposal Security accompanying this Proposal and
any money payable thereon will be and remain the property of the City.


The undersigned hereby submits a Proposal on the Concessions and Lease to be awarded by the
City, as follows:

For the right to operate a Concession at the Airport, the Proposer offers to pay annually,
through twelve (12) monthly installments, to the City during the five (5) year term of the
Automobile Rental Concession and Lease Agreement, ten percent (10%) of its annual
"Gross Revenues" as defined in the proposed Form of Automobile Rental Concession and
Lease Agreement, or the following Minimum Annual Guarantee (cannot be less than
$125,000.00 per year for the first two (2) years) for each of the five (5) years of the term as
indicated, whichever is greater:

       MINIMUM ANNUAL GUARANTEE (MAG):

First Year
               (amount in words)                                           Year

                       $
                       (amount in numbers)                                        Year

Second Year
                       (amount in words)                                          Year

                       $
                       (amount in numbers)                                        Year




                                                18
                                  To be Used by All Proposers

Third, Fourth,
and Fifth Year        (80%) of the actual total Privilege Fee payment due to the City from
                      Concessionaire for the preceding year, or the MAG for the first year,
                      whichever is greater, but shall never be less than the Minimum Annual
                      Guaranteed Concession Fee for the second year.

The undersigned hereby acknowledges that the premises at the Boise Airport proposed to be
devoted to Automobile Rental concession, have been inspected by the undersigned, who has
become thoroughly familiar therewith. The undersigned further acknowledges the right of the
City acting by and through its Airport Director, to reject any or all proposals submitted, and that
an award may be made to a proposer other than one of the eight highest monetary proposers if
deemed more advantageous to City; and acknowledges that this proposal is made with full
knowledge of the foregoing and in full agreement thereto. By submission of this proposal, the
proposer acknowledges that said Airport Director has the right to make any inquiry or
investigation he deems appropriate to substantiate or supplement information contained in the
proposal and related documents, and authorizes release to the Airport of any and all information
sought in such inquiry or investigation.

Acknowledgement of Proposer:

Dated at this ________day of                 , 2009.


1. If an individual (sole proprietor)

Printed or Typed Name of Partnership, Joint Venture or Limited Liability Company

By:______________________________(SEAL)
Signature

Witnessed By: ________________________________

______________________________________________________
Printed or Typed Name of person witnessing


2. If a Partnership, Joint Venture or Limited Liability Company, this form must be signed by: a
general partner, one of the joint venturers, by a manager, respectively. If the partnership, joint
venture, or Limited Liability Company is itself composed of entities rather than individuals, the
name of the entity executing on behalf of the partnership, joint venture or Limited Liability
Company should be printed or typed in the second signature line and a proper form of execution
should be made by such entity




                                               19
                                  To be Used by All Proposers

Acknowledgement of Proposer (continued):



                                   __________________________________
Printed or Typed Name of Partnership, Joint Venture or Limited Liability Company

By:______________________________(SEAL) By:_____________________________(SEAL)
Signature                               Signature

Witnessed or Attested By: ________________________________

______________________________________________________
Printed or Typed Name of person witnessing or attesting and title if applicable

3. If a Corporation, this form must be signed by (a) a President or a Vice President, and (b)
Secretary, Assistant Secretary, Treasurer, or Assistant Treasurer, with (c) the corporate seal
affixed. If it is not so signed, a duly certified corporate resolution authorizing the form of
execution used must be attached.

                                  _______                   ______________________________
Corporate or Business Name of Proposer                       State of Incorporation



CORPORATE SEAL



___________________________________________
Signature of President or Vice President

___________________________________________
Typed or printed name and title


___________________________________________
Signature of Secretary, Asst. Secretary, Treasurer or Asst. Treasurer

___________________________________________
Typed or printed name and title




                                               20
                                To be Used by All Proposers


                                 Section 4
                   QUALIFICATIONS AND EXPERIENCE FORM

                      NON-EXCLUSIVE AUTOMOBILE RENTAL
                      CONCESSION AND LEASE AGREEMENT
                             Boise Airport, Boise Idaho

1.   GENERAL INFORMATION
     The proposer hereby certifies that all statements and all answers to questions herein are
     true, complete, and correct. All information requested in this form MUST be furnished by
     the proposers and MUST be submitted with the Proposal Form. Statements must be
     complete, accurate and in the form requested.
     A.     Name and address of proposer exactly as it should appear on the Automobile
            Rental Concession Agreement:




            Telephone:
     B.     Address of proposer, if different from above, for purposes of notice or other
            communication relating to the proposal and Automobile Rental Concession
            Agreement. (If proposer is other than an individual, provide the name of an
            individual who shall represent proposer):




            Telephone:                               FAX:
            E-mail:
     C.     Proposer intends to operate the Automobile Rental Concession as a
            sole proprietorship ( ) corporation ( ); partnership ( ); joint venture ( );
            limited liability company ( ); or other
            Explain “other” :




                                             21
                               To be Used by All Proposers

CORPORATION STATEMENT


           If a corporation or a corporation-in-formation, answer the following:
    1.     When incorporated?


    2.     Where incorporated?


    3.     Is the corporation authorized to do business in Idaho?
           Yes ( )        No ( )
           If so, as of what date?
    4.     Furnish the following information about the principal officers of the corporation:
           NAME                      TITLE                       ADDRESS




           Name and address of agent for process in the State of Idaho:




PARTNERSHIP STATEMENT
    If a partnership, answer the following:
    1.     Date of organization?


    2.     General Partnership ( )                 Limited Partnership ( )
    3.     Has the partnership done business in Idaho?
           Yes ( )        No ( )
    4.     Name and address of each general partner:
           NAME                                    ADDRESS




                                              22
                                To be Used by All Proposers

JOINT VENTURE or LIMITED LIABILITY COMPANY
     If a joint venture or limited liability company, answer the following:
     1.     Date of organization?


     2.     Has the joint venture or limited liability company done business in Idaho?
            Yes ( )         No ( )
     3.     Name and address of each member of the joint venture or limited liability:
            NAME                                      ADDRESS




SOLE PROPRIETORSHIP

     If sole proprietorship, furnish the following:
     1.     Proprietor's name in full:


            Address:




            Company name:


     Company address:




            How long in business under this company name?




                                              23
                          To be Used by All Proposers

2.   STATEMENT OF QUALIFICATIONS AND EXPERIENCE INSTRUCTIONS
     For each question that requires an attachment, please restate the paragraph
     number, (e.g., Attachment II, C), and the corresponding question.
     A.     Name of proposer:


            Address:




            Telephone:                              FAX:
            E-mail:
     B.     Indicate below if you are certified by the State of Idaho as a Minority –
            Owned, Woman-Owned or Disadvantaged Business Enterprise (DBE).
            Yes ( )           No ( )
            (Attach certification as Written Attachment II, B.)
     C.     Each proposer must detail and provide specific goals and objectives for
            their Affirmative Action and/or Nondiscrimination program as follows:
            1.        Most recent Affirmative Action and/or Non-discrimination plan or
                      statement regarding hiring, subcontracting and purchasing.
            2.        Work force composition in use or proposed for its Boise Airport
                      operation.
            3.        The contracting and subcontracting of capital improvements which
                      may be made to leased premises at the Boise Airport.
            4.        Other   information    regarding     Affirmative   Action    and/or
                      Nondiscrimination proposer deems relevant.
            (Attach Information as Written Attachment II, C.)




                                       24
                 To be Used by All Proposers

D.   Number of years proposer has performed Automobile Rental services. (If
     Automobile Rental service is to be performed by a joint venture or partner,
     indicate the experience of each party.)
     Automobile Rental experience: _________years. Indicate beginning and
     ending years for each party
            .
E.   Describe the nature of proposer's experience in the operation of
     automobile rental facilities and state the number of persons currently
     employed in such operations.
     (Attach answer as Written Attachment II, E.)
F.   Submit a list of the five (5) largest locations where proposer has operated
     Automobile Rental facilities within the last five (5) consecutive years,
     giving the dates of operation for each location and the gross revenues for
     each operation for the last three (3) years. List each airport Automobile
     Rental location separately.
     (Attach answer as Written Attachment II, F.)
G.   Give names, addresses, and telephone numbers for landlords, if any, for all
     operations listed in Paragraph F above.
     (Attach answer as Written Attachment II, G.)
H.   Give name, location, and date of all Automobile Rental operating
     contracts, if any, that have been terminated within the past five (5) years,
     for any reason, either voluntarily or involuntarily, prior to the expiration of
     their term; also list any judgments terminating
     Automobile Rental operating agreements operated by proposer within
     the past five (5) years. If none, indicate "none" here                 .
     (Attach separate sheet, if necessary, as Written Attachment II, H.)




                               25
                    To be Used by All Proposers

I.     Name and experience of key personnel of proposer for Boise Airport
       operation:
       TITLE                     NAME                 EXPERIENCE




(If additional space is needed, attach answer at Written Attachment II, I.)
J.     Does proposer have a nationwide reservation system?
       Yes ( )          No ( )
       If yes, name of system?
K.     State the number and make of automobiles the Proposer proposes to use at
       Boise Airport.
L.     State the names of proposer's credit card affiliations




M.     Will proposer provide affiliation with a preferred marketing program for
       frequent users, (for example Hertz #1 Gold Club, etc.)?
       Yes ( )          No ( )
       If yes, name of program?
N.     State the number and locations of proposer's operating outlets and
       facilities in the Boise Metropolitan Area, if any:




O.     State the number of rental automobiles owned by proposer in its existing
       fleet registered in Ada County                 .




                                  26
                               To be Used by All Proposers

3.   FINANCIAL INFORMATION
     A.   Financial Statements
          All proposers must provide audited financial statements for their organization for
          the last two (2) fiscal years. Included therein shall be information naming the
          principals, their addresses and telephone numbers, and local and regional
          management personnel and their addresses and telephone numbers. Also included
          shall be a listing of proposer's financial references, including banks and other
          financial institutions that are used by Proposer. The City reserves the right to
          confirm and request clarification of all information provided. Incomplete
          disclosures may deem a proposal to be non-responsive.
          (Attach statements as Attachment III, A.)
     B.   Surety Information
          Has proposer ever had a bond or surety canceled or forfeited?
          Yes ( )         No ( )
          If yes, state name of bonding company, date, amount of bond, and reason for such
          cancellation for forfeiture. Provide information, including name of a bonding
          company or a reference that indicates proposer's ability to qualify for, obtain, and
          submit the Performance Bond or Letter of Credit that must be submitted to the
          City if proposer is awarded this concession privilege.
          (Attach answer as Written Attachment III, B.)
     C.   Bankruptcy Information
          Has the organization, corporation, partnership, or principal owners of the
          organization ever declared bankruptcy?
          Yes ( )        No ( )
          If yes, give details including date the case was filed and closed, court jurisdiction,
          which chapter, amount of liabilities, and amount of assets.
          (Attach answer, if any, as Written Attachment III, C.)




                                           27
                                To be Used by All Proposers

4.   LITIGATION DISCLOSURE
     Failure to fully and truthfully disclose the information required by this Litigation
     Disclosure may result in the disqualification of a proposal or termination of the
     concession agreement, once awarded.
     (a)    Has proposer or any member of its firm or team to be assigned to this engagement
            ever been indicted or convicted of a felony or misdemeanor greater than a Class C
            misdemeanor in the last five (5) years?
            Yes ( )         No ( )
     (b)    Has proposer or any member of its firm or team been terminated (for cause or
            otherwise) from any work being performed by the City of Boise or any other
            Federal, State or Local government, or private entity?
            Yes ( )         No ( )
     (c)    Has proposer or any member of its firm or team been involved in any claim or
            litigation with the City of Boise or any other Federal, State or Local government,
            or private entity during the last ten (10) years?
            Yes ( )         No ( )
     If proposer answered "Yes" to any of the above questions, please indicate the name(s) of
     the person(s), the nature, court dates and location, and the status and/or outcome of the
     information, indictment, conviction, termination, claim of litigation, as applicable.
     (Attach answer, if any, as Written Attachment IV, A.)
     The undersigned hereby attests to the truth and accuracy of all statements, answers, and
     representation made in this qualifications and experience form, including all
     supplementary statements attached hereto (individual, partner, joint venturer, LLC
     member, authorized officer of corporation).
            By:
            Printed Name:
            Title:
            Proposer:




                                              28
                                      Section 5
                               DBE FORMS ONE AND TWO

                                      Have been deleted

In place of the forms, Proposers shall include, with their proposal, a narrative describing how
they will comply with the DBE provisions of the Concession and Lease Agreement, including
the anticipated annual participation percentage of goods and services purchased and/or leased
from DBE certified vendors they expect to achieve on an annual basis for this contract.
Proposers are encouraged to attach their Company’s Good Faith Effort Plan or DBE Program.

Said narrative shall include a statement confirming the Successful Proposer shall comply with
Section 20 – DBE Requirements of the Form of Concession and Lease Agreement and the DBE
Attainment Report (Contract Exhibit C) shall be submitted on an annual basis.




                                              29
         ATTACHMENT A

REQUEST FOR PROPOSALS AND ADDENDA


          Addendum No. 2
       Addendum #2 – Boise Airport Automobile Concession and Lease Agreement
                                    July 15, 2009


Section 6 – Form of Concession & Lease Agreement


1.     p9 & 10, Definition of Gross Revenues - Section 4.4
Since the definition of gross receipts includes all revenues that are not otherwise exempted, we
would ask that the following items be included in the exemption category of gross receipts.
           a. Insurance proceeds or otherwise for loss/damage to vehicles/property
           b. Intercity Fees (is exempted in current contract)
           c. Disposal of assets
           d. New car prep allowances

Response: Agree with request a, b, and c but not d. See attached redlined definition of Gross
          Revenues and also the attached definition with all changes accepted.


2. p18, Representation of Pricing – Section 7.5
We ask for reconsideration of Addendum #1, Page 12, item 38 pertaining to concession fee
recovery percentage. Because the concession fee is included in the definition of gross receipts,
the actual cost to the rental company of the concession fee is 11.1%. We ask that the “Rental
Car Concession Fee” which shall not exceed 10% be changed to 11.1% to account for the
additional commission the airport is receiving from the renal car company for the concession
fee pass through.

Response: Section 7.5 shall remain as written. The City understands this language will require
          an automobile rental company pay 1.1% of the fee instead of passing 100% of the
          fee to its customer. The automobile rental companies receive a benefit due to the
          wording of this section whereby the City mandates the Concession Fee be passed on
          to all customers.




                                                                        Addendum #2 – Page 1
4.4    Definition of Gross Revenues. The term "gross revenues" as used herein is defined as the
aggregate amount of all sales made for cash, credit, or otherwise, by COMPANY from the
operation of its vehicle rental concession anywhere on the premises of the Boise Airport and
shall include all charges for the month in which the service is rendered, regardless of when
payment is received by COMPANY. Gross Revenues shall includes:


a.       Tthe Airport Percentage Fee charged to customer by COMPANY.

b.       Such revenues shall include Ttotal rentals for vehicles rented out at said Airport without
         regard to the manner in which or place at which COMPANY has received the order for
         the vehicles and regardless of the station to which they are returned.

c.       Amounts separately billed and paid as additional charges for waiver of COMPANY 's
         rights to recover monies from customers for damage to rented vehicles (commonly
         known as CDW and/or LDW)

d.        and; sSums received by COMPANY as Personal Accident Insurance on operator and
         passengers of COMPANY vehicles. are to be included in COMPANY 's calculation of
         gross revenues.
         The reimbursement to COMPANY 's customers for on the road expenses is considered
         to be part of COMPANY 's operating expenses and, therefore, the City's 10% of gross
         revenues shall not be reduced by COMPANY 's refunds to its customers.                        Comment [A1]: Moved down a few
                                                                                                      paragraphs.

. All sums collected by COMPANY for intercity fees or intercity service charges shall be
        included in its gross revenues.

e.       Vehicle license fees charged to customers by COMPANY are to be included in
         COMPANY’s calculation of gross revenues.

       It is understood all monies or other consideration paid or payable to COMPANY by
customers for all sales made and services in connection with automobile and vehicle rentals or
other products or services provided to persons through COMPANY’s operations at the Airport,
without regard to the ownership, area, fleet, or location assignment of vehicles and without
regard to the manner in which or place at which the vehicles or other products or services are
furnished to COMPANY’s customers and without regard to whether the vehicles or other
products are returned to the Airport or to some other location shall be included in the definition
of Gross Revenues.
       The reimbursement to COMPANY 's customers for on the road expenses is considered to
be part of COMPANY 's operating expenses and, therefore, the City's 10% of gross revenues
shall not be reduced by COMPANY 's refunds to its customers
       Any other fees charged by COMPANY shall also be included in COMPANY’s gross
revenues unless they are specifically excluded below.
       The following, however, shall not be considered as a part of COMPANY’s gross
revenues in COMPANY’s monthly reports to CITY:
       a.     Federal, State, or Municipal excise, sales, and other similar taxes, separately
              stated and collected from customers, as now exist or may be hereafter levied or
              imposed.

       b.     Any charges collected from customers for replacement fuel, including pre-paid
              fuel, in an automobile rented pursuant to a rental agreement under which the
              customer is obligated to return the automobile with the same amount of gasoline
              furnished upon rental.

       c.     Corporate discounts or rebates, but only to the extent that COMPANY provides
              auditable proof to the CITY that the discounts or rebates are specifically
              attributable to rental agreements with customers at the Airport.

       d.     Those fees known as Customer Facility Charges, collected by the COMPANY.

       e.     Amounts received as insurance proceeds or otherwise for loss of or damages to
              vehicles or other property of COMPANY.

       f.     Separately stated drop-off charges or inter-city fees, i.e., charges for privilege of
              rental a vehicle at COMPANY’s Airport location and returning the vehicle at a
              different location.

       g.     Amounts received by COMPANY from the disposal of COMPANY owned
              equipment or vehicles.
4.4    Definition of Gross Revenues. The term "gross revenues" as used herein is defined as the
aggregate amount of all sales made for cash, credit, or otherwise, by COMPANY from the
operation of its vehicle rental concession anywhere on the premises of the Boise Airport and
shall include all charges for the month in which the service is rendered, regardless of when
payment is received by COMPANY. Gross Revenues shall include:


a.       The Airport Percentage Fee charged to customer by COMPANY.

b.       Total rentals for vehicles rented out at said Airport without regard to the manner in
         which or place at which COMPANY has received the order for the vehicles and
         regardless of the station to which they are returned.

c.       Amounts separately billed and paid as additional charges for waiver of COMPANY 's
         rights to recover monies from customers for damage to rented vehicles (commonly
         known as CDW and/or LDW)

d.       Sums received by COMPANY as Personal Accident Insurance on operator and
         passengers of COMPANY vehicles.

e.       Vehicle license fees charged to customers by COMPANY.

       It is understood all monies or other consideration paid or payable to COMPANY by
customers for all sales made and services in connection with automobile and vehicle rentals or
other products or services provided to persons through COMPANY’s operations at the Airport,
without regard to the ownership, area, fleet, or location assignment of vehicles and without
regard to the manner in which or place at which the vehicles or other products or services are
furnished to COMPANY’s customers and without regard to whether the vehicles or other
products are returned to the Airport or to some other location shall be included in the definition
of Gross Revenues.
       The reimbursement to COMPANY 's customers for on the road expenses is considered to
be part of COMPANY 's operating expenses and, therefore, the City's 10% of gross revenues
shall not be reduced by COMPANY 's refunds to its customers
       Any other fees charged by COMPANY shall also be included in COMPANY’s gross
revenues unless they are specifically excluded below.
       The following, however, shall not be considered as a part of COMPANY’s gross
revenues in COMPANY’s monthly reports to CITY:
a.   Federal, State, or Municipal excise, sales, and other similar taxes, separately
     stated and collected from customers, as now exist or may be hereafter levied or
     imposed.

b.   Any charges collected from customers for replacement fuel, including pre-paid
     fuel, in an automobile rented pursuant to a rental agreement under which the
     customer is obligated to return the automobile with the same amount of gasoline
     furnished upon rental.

c.   Corporate discounts or rebates, but only to the extent that COMPANY provides
     auditable proof to the CITY that the discounts or rebates are specifically
     attributable to rental agreements with customers at the Airport.

d.   Those fees known as Customer Facility Charges, collected by the COMPANY.

e.   Amounts received as insurance proceeds or otherwise for loss of or damages to
     vehicles or other property of COMPANY.

f.   Separately stated drop-off charges or inter-city fees, i.e., charges for privilege of
     rental a vehicle at COMPANY’s Airport location and returning the vehicle at a
     different location.

g.   Amounts received by COMPANY from the disposal of COMPANY owned
     equipment or vehicles.
         ATTACHMENT A

REQUEST FOR PROPOSALS AND ADDENDA


          Addendum No. 3
       Addendum #3 – Boise Airport Automobile Concession and Lease Agreement
                                    July 22, 2009

General:

1. Please consider an additional two-week extension to the due date for the RFP submittal.

Response: The current contracts expire on September 30, 2009. August 5th is the latest we can
open the Proposals and allow for enough time for the approval process. The Proposal Due Date
shall remain August 5, 2009.

2. You indicated that off-airport car rental companies will be required to pay a 7% concession
fee to provide service to the Boise Airport. Please provide a copy of the off-airport agreement.

Response: The following documents are attached:

       a. Boise Municipal Code Chapter Title 12, Chapter 12-20 Non-Tenant Rental Car
       Business Permit that spells out the Permit requirement.

       b. The current Off-Airport Rental Car Agreement

3. Please include the following language in the agreement: “Anywhere in this agreement where
City’s approval is required, such approval shall not be unreasonably withheld, conditioned or
delayed.”

Response: No, this is not standard language for our Contracts. Individual requests are considered
below.




                                             1 of 18
Request for Proposals

4. Section 13 – Evaluation Criteria.
We reiterate the request to rank qualified proposers in rank order of the Minimum Annual
Guarantees and that any other evaluation criteria are used only to determine qualifications but
not award rank.

 Response: The City’s decision to rank proposals on criteria other than MAG proposal stands.
 However in order to better clarify the ranking order, the chart on page 8, Section 13 –
 Evaluation Criteria shall be replaced with the following chart:

                 EVALUATION CRITERIA                     MAXIMUM
                                                         POINTS
                 Two (2) Year Combined
                 Minimum Annual Guarantee                50
                 Qualifications & Experience             25
                 Financial Information                   20
                 Other Information                       5
                 Required Documents Enclosed             Y/N
                 TOTAL                                   100

5. Section 20 - Automobile Rental Facilities
Please confirm that fifty (50) extra R/R stalls will automatically be added as of 3/1/10 if an 8th
operator is added.

Response: page 11, Section 20 states there is space available for approximately 50 spaces should
they be required due to the addition of an eighth operator. The exact number of stall has yet to
be determined but it will be approximately 50 and the number will be determined prior to
contract award.

6. Section 20 - Automobile Rental Facilities
If an 8th operator is not added, we respectfully request that the City still add fifty (50) extra R/R
stalls.

Response: Should there not be an eighth operator, any expansion of the ready/return lot will be
discussed with the successful proposers once the contracts have been awarded. In recent
discussions, the incumbents have expressed concern that this is not the best time economically to
add spaces which would add to the rents.

7. Section 20 - Automobile Rental Facilities
Since an 8th operator will not be allocated fifty (50) stalls, how will the remainder of this new
R/R space be allocated as of 3/1/10?

Response: Once it has been determined the lot will be expanded, the Airport will provide an
initial and a final lot allocation. These spaces will be defined in the Concession and Lease
agreement, Exhibit B2 (TBD). See change to Concession and Lease Agreement Section 1b,
question 23 below.
                                               2 of 18
8. Section 23 – Allocating Spaces
Please confirm that the requirement to select “contiguous space” in this paragraph means that
space would be selected in rows --- similar to the manner in which the R/R area is currently
allocated. For example, a RAC would not be allowed to select the first five stalls in each row
across the entire frontage of the R/R area.

Response: The contiguous spaces shall be in rows. The allocation of the lot will be performed by
Airport Staff.

9. Section 23 – Allocating Spaces
Please allow for annual reallocation of R/R spaces based upon market share. We are amenable
to the use of triggers and/or the requirement that the Airport Director has sole discretion to
determine whether reallocation actually takes place. However, with no reallocation whatsoever
in five full years, there will likely be substantive space-share inequities that could lead to major
customer service problems. Each RAC should always have the ability to occupy space
commensurate with its market share so that each RAC can adequately service its customers.

Response: The Airport carefully considered this request during the writing of Addendum #1.
There shall be no reallocation during the five year term.

10. Section 23 – Allocating Spaces
We would support the concept of grandfathering the kiosks in the R/R area to reduce the cost
and inconvenience of playing “musical chairs” with the entire R/R area.

Response: The kiosks shall be allocated according to MAG rank along with the ready/return
spaces and shall be within the line of the ready/return parking spaces.

11. Section 25. Please confirm that the attached proposal bond forms are acceptable.

Response: The forms are acceptable

12. Section 26. Please confirm that the attached performance bond forms are acceptable.

Response: The forms are acceptable




                                              3 of 18
Proposal Form

13. Page 16.
There are three (3) companies with two brands, please clarify. We believe that it means one
company, such as DTG Operations, Inc. cannot talk to Avis Budget Group LLC, but DTG
Operations, Inc. can submit two bids, one as DTG Operations, Inc., dba Thrifty Car Rental and
one as DTG Operations, Inc., dba Dollar Rent A Car, and they would still be considered an
independent proposal.

Response: The following sentence shall be inserted after the second sentence on page 16 of the
Proposal Form.

       The City acknowledges one or more companies with a common parent company
       may submit independent bids to operate separate automobile rental concessions
       under separate brand names.

Revised Section 3 - Proposal Form is attached.

14. Page 17.
In the second paragraph from the bottom, please allow for written notice and a reasonable cure
period before the Proposal Guaranty is forfeited to the City.

Response: As described on page 14, Section 25 of the RFP, should a proposer be awarded a
concession and lease agreement, the Proposal Guarantee will be held pending the complete
execution and return to the Airport of the concession and lease agreement and insurance and
security documents as required. Successful Proposers shall have fourteen (14) business days to
return the required documents or the Proposal Guarantee shall be forfeited.

The second paragraph from the bottom of Page 17, Section 3-Proposal Form shall be amended to
read as follows:

       The Proposer further agrees that, in the event the Concession is awarded to him/her and
       he/she fails to comply with all of the requirements of the City of Boise Request for
       Proposals, Non-Exclusive Automobile Rental Concession and Lease Agreement,
       Boise Airport RFP, and associated amendments, the preceding paragraphs of this
       form, as applicable, the Proposal Guaranty Guarantee must be forfeited to the City.

15. Page 18 - Minimum Annual Guarantee
In the MAG proposal, please change the MAG proposal to one year only.

Response: As previously stated in Addendum #1, the two year MAG proposal shall remain a
requirement.

16. Page 18 - Minimum Annual Guarantee
"First Year" and "amount in words" and amount in numbers" is clear. What is the "year" we are
supposed to fill in, and why? Please drop this word off the form, its confusing as well since the
contract year is not a calendar year.

                                             4 of 18
Response: The requirement is for the proposer to insert in their own writing their proposed
Minimum Annual Guarantee (MAG) in both words and numbers for contract Year 1 and Year 2.
The proposer shall write Year “one or 1” and Year “two or 2” respectively after their written
MAG amount.




                                            5 of 18
Qualifications and Experience Form

17. Page 22.
In Section 4 of the Corporation Statement, please confirm that we may attach a separate list of
officers of the corporation.

Response: Proposers may attach a separate list of officers of the Corporation directly after page
22 only if Proposer specifically writes “list is attached immediately after this page” in the space
where the information is required on the Qualification and Experience Form.

18. Page 23. In Section 3 of the LLC paragraph, please confirm that we may attach a separate
list of members of the LLC.

Response: Proposers may attach a separate list of members of the Company directly after page
23 only if Proposer specifically writes “list is attached immediately after this page” in the space
where the information is required on the Qualification and Experience Form.

19. Page 25. In Sections’ D–G, please confirm that we may submit experience information, etc.,
for a parent company or managing partner.

Response: Confirmed

20. Page 26. In Section N, please define the parameters of the Boise Metropolitan Area so that
we may accurately respond to this request.

Response: Boise Metropolitan Area is an area consisting of five counties in southwestern Idaho,
anchored by the cities of Boise and Nampa. The counties are Ada, Boise, Canyon, Gem and
Owyhee.

21. Page 27. In Section 3(A),
The Enterprise brand is a wholly-owned subsidiary of Enterprise Rent-A-Car Company, a
Missouri corporation, which is a privately-held corporation. All 70-plus Enterprise subsidiaries
are also wholly-owned by the parent company, and all of the subsidiaries’ financial statements
roll-up into the parent company’s worldwide financial statements. Like the other seventy legal
entities (subsidiaries) that make up Enterprise Rent-A-Car Company, the Enterprise brand
operating entities’ financial information is prepared in accordance with generally-accepted
accounting principles and roll-up into the worldwide company financial statements. These
worldwide financial statements are then audited by Ernst & Young of St. Louis, Missouri.
Because of the cumbersome nature of the project, the parent company has deemed it unnecessary
to audit the financial statements of each subsidiary. Therefore, we are only able to furnish the
annual un-audited Balance Sheets and Income Statements together with a certification letter
from the parent company’s CFO of each proposing entity. These statements are prepared
internally and are not audited or reviewed by an independent accountant who is not a regular
employee of the bidder.

Please confirm that the annual un-audited Balance Sheets and Income Statements for Enterprise
Rent-A-Car Company of Utah (the Concessionaire entity through 5/31/09) and a certification

                                              6 of 18
letter from the parent company’s CFO for the last two (2) fiscal years satisfy the requirements of
this RFP.

Response: No; however, consolidated audited financial statements for the parent company will
suffice.

22. Page 27. In Section 3(A), please confirm that listing two (2) financial references is sufficient
to satisfy the reference requirement.

Response: The number in the list of financial references is at the discretion of the Proposer. It
must be more than one.




                                              7 of 18
Concession and Lease Agreement

23. In response to Question 7 above

Response: Section 1b and c – Premises of the Concession and Lease Agreement shall be
amended as follows:

       b.      Initial Allocation (October 1, 2009-February 28, 2010):
                                                     (                 ) Ready/   Return
               parking spaces located in the Ready/Return lot as depicted on Exhibit B1,
               attached hereto and made a part hereof by reference.

               Final Allocation (March 1, 2010 – September 30, 2014):
                                                         (                   )  Ready/
               Return parking spaces located in the Ready/Return lot as depicted on
               Exhibit B2, attached hereto and made a part hereof by reference.

               All of the ready and return spaces shall hereafter be referred to as "Ready/Return
               Spaces."

       c.                      (                        ) Ready/ Return Kiosk located in the
               Ready/Return Lot as depicted on Exhibits B1 and 2, attached hereto and made a
               part hereof by reference.

24. Section 3.4 - Signs.
Please confirm that proposer’s standard trade dress is acceptable.

Response: Uniforms are not considered to be signs and are addressed in Section 7.4 Personnel.
A COMPANY’s standard trade dress is considered acceptable staff attire.

25. Section 4.3a – Concession Fee
Please change the MAG proposal to one year only.

Response: As previously stated in Addendum #1, the two year MAG proposal shall remain a
requirement.

26. Section 4.4 – Definition of Gross Revenue
We respectfully request the following items be excluded from Gross Revenues:

            a. Carbon Offset Fees: (This fee is optional for our customers to allow them to make
                their rental carbon neutral --- 100% of all fees collected are given directly to a
                3rd party to fund environmental initiatives.)
            b. Concession recovery fee
            c. Damage Waivers, Personal Effects Coverage, Personal Accident Insurance,
               Supplemental Liability Protection
            d. Local renters

                                              8 of 18
          e. Amenities: GPS, satellite radio, baby seats, etc.
          f. Parking tickets, Tolls, Towing and Impound Fees, Traffic and Red Light Tickets

Response: No. The definition of Gross Revenue stands as amended in Amendment #2

27. Section 4.4 Assuming it is concessionable, please confirm that the actual percentage
attributed to the pass through of the “Airport Percentage Fee” is 11.11%.

Response: Pursuant to Amendment #2, the Airport Percentage Fee is 10%.

28. Section 4.4 – Definition of Gross Revenue
Please confirm that the actual percentage attributed to the pass through of the “Airport
Percentage Fee” is capped at 11.11%. (We support a cap at 11.11% on the “Airport
Percentage Fee”.)

Response: Pursuant to Amendment #2, the Airport Percentage Fee is 10% and is capped at 10%.

29. Section 4.5(a) Waiver of Minimum Annual Guarantee
Please include the following abatement language in the concession agreement (in lieu of the
current 4.5(a)) to protect the Companies from paying full MAGs in the event of a significant
reduction in passenger volumes at the Airport.

          a. If for any reason the number of deplaning passengers from scheduled airline
             flights at the Airport during any calendar month shall be less than 85% of the
             number of deplaning passengers for the same month during either a) the previous
             agreement year or b) the twelve (12) month period immediately preceding the first
             year of this Agreement (the “Base Year”), then the MAG shall be abated for such
             month.

              During a period of MAG abatement as described in paragraph a) above,
              Company shall continue to pay to the City for such period an amount equal to
              10% of its Gross Revenues.

              During any period of MAG abatement, City shall either reimburse or provide a
              credit to Company equal to the amount by which Company’s MAG payment(s)
              exceed 10% of its Gross Revenues. Where in the opinion of the City, acting
              reasonably, the period of MAG abatement is likely to continue, City shall so notify
              Company and Company shall for such period not be required to pay in advance
              its monthly installment of MAG.
Response: No. Section 4.5a remains as written.

30 Section 4.7 – Delinquent Charges or Fees.
We do not believe a $100 fee for late payments is fair. The late charge should be sufficient to
curb any such behavior. If payments are late, it is usually an error and not intentional, and
notice is appropriate.

Response: Section 4.7 remains as written. It is the responsibility of COMPANY to pay on time.

                                            9 of 18
31. Section 4.8(a) - Statements, Books and Records.
Please confirm that we may keep our books and records at an off Airport location and that it is
acceptable to make such records reasonably available at the Airport subsequent to a request by
the City.

Response: There is no requirement to keep the books and records referenced in section 4.8a at
the Airport. Section 4.8b, pursuant to Amendment #1 states records pertaining to the contracts
assigned to the Airport shall be available for inspection and examination on Premises upon thirty
(30) days notice from CITY or its duly authorized representative.

32. Section 4.8(a) - Statements, Books and Records
Please confirm that the books and records related to inspection and audit under this Agreement
will be limited to only those books and records directly related to an audit of Gross Revenues.
This excludes tax returns, audit work papers, etc.

Response: No, COMPANY shall comply in accordance with the agreement.

33. Section 4.8(b) - Statements, Books and Records
We are unable to provide sequentially-numbered rental agreements. Our rental system is
nationwide, with certain blocks of cities in the same reservation “pool”. Accordingly, the
sequence of agreements is spread among those cities. For auditing purposes, however, we can
pull out all the rental agreements for the Boise Airport and can also show you which cities were
assigned the “missing” numbers. We respectfully request City approval of this method.
Alternatively, we request that City simply change this paragraph to require that “a numbered
invoice shall be issued with each sale or transaction”.

Response: Section 4.8b shall be amended as follows:

       b.      All rental contract forms used by COMPANY in its operations at the Airport
               under this Agreement shall be sequentially uniquely numbered identifying the
               contract as originating at Boise Airport. All contracts generated as part of this
               agreement shall have the words "Boise Airport" computer printed on them. The
               records pertaining to the contracts assigned to the Airport shall be available for
               inspection and examination on Premises upon thirty (30) days notice by CITY or
               representative.

34. Section 4.9 – Annual Special Statement or Report
Please confirm that the books and records related to inspection and audit under this Agreement
will be limited to only those books and records directly related to an audit of Gross Revenues.
This excludes tax returns, audit work papers etc.

Response: No, COMPANY shall comply in accordance with the agreement.




                                             10 of 18
35. Section 4.9(a) – Annual Special Statement or Report
We respectfully request the requirement of the financial statement being accompanied by a
statement from a CPA be deleted. Our annual statements of gross revenue are prepared locally
by an authorized financial representative of our corporation. If the City requires, we can provide
a certification of the statements from an authorized officer of the corporation.

Response: As stated in Amendment #1, we require an independent certified public accountant
provide the statement or report to meet our internal audit requirements.

36. Section 4.10 – Annual Readjustment, second line.
The reference to Subsection 4.6a appears to be incorrect. Please clarify.

Response: The first sentence of Section 4.10 – Annual Readjustment shall be amended as
follows:

       Within fifteen (15) days of receipt of the statement required in Subsection 4.6a 4.8a,
       CITY shall prepare and submit to COMPANY a statement showing the total Percentage
       Fee for the applicable twelve (12) month period; if the sums paid by COMPANY during
       said period exceed the Minimum Annual Guarantee or the Percentage Fee payments,
       whichever is greater, such overpayment shall be credited to the next monthly fees
       thereafter due from COMPANY.


37. Section 6.2(c) – COMPANY’s Obligations.
1. Please revise this section so that it provides the Company with a written notice of failure to
    perform proper maintenance, and a reasonable cure period.

Response: 6.2c shall be amended as follows:

       COMPANY shall supply its own janitorial service and maintenance services in its leased
       premises. Should COMPANY fail to clean and maintain its leased premises within ten
       (10) days after receipt of written notice by CITY to comply with this section, CITY
       may enter the premises and perform such janitorial service and maintenance and
       COMPANY shall reimburse CITY for actual charges incurred plus a twenty percent
       (20%) administrative charge. Said payment shall be made at the office of the CITY, or
       such other place as the CITY may designate in writing, within fifteen (15) days of receipt
       of CITY's invoice.

2. We further object to the 20% administrative charge as it appears unreasonably high.

Response: This is our standard administrative charge. The language stands as written.

38. Section 7.11 – Compliance with Service Standards.
Please allow for written notice and a reasonable time to cure.

Response: Noncompliance with the Service Standards set forth in Section 7 shall constitute a
material breach of the Agreement. Section 12.2 Cancellation by CITY, item “g” sets forth the
requirements in case of a material breach of the Agreement.
                                              11 of 18
39. Section 9.1 - Indemnification
We respectfully request that the City give a mutual and comparable Indemnification right to the
RACS, so that the City will indemnify the RACS against the same events that may arise due to
City’s actions.

Response: The City does not mutually indemnify in our current concession agreements or
terminal leases, including the airline leases. The language stands as written.

40. Section 9.2(a) - Insurance.
We respectfully request that the $5M combined single limit is lowered to $3M, to better align
with the insurance requirements for similar agreements at other Airports.

Response: Section 9.2 a shall be amended as follows:

9.2    Insurance.
       a.     COMPANY shall maintain in force during the Term commercial general liability,
              bodily injury and property damage insurance in comprehensive form including
              but not limited to blanket contractual liability coverage for liability assumed
              under this Agreement and all contracts relative to this Agreement, products,
              completed operations liability for the duration of the Agreement, independent
              contractors coverage, broad form property damage with any excess liability in
              umbrella form, with such coverage and limits as reasonably may be required by
              CITY from time to time, but in no event for less than the sum of Five Three
              Million Dollars ($53,000,000) combined single limit. The insurance shall be
              issued by an insurer licensed to do business in the State of Idaho.

41. Section 9.2(a) - Insurance.
Please note that we retain $2M of the $5M coverage as a standard risk management business
practice.

Response: If COMPANY has liability coverage limits of which the first $2,000,000 is in the
form of self insured retention, then that is acceptable.

42. Section 9.2(f) - Insurance.
Please allow for written notice and a reasonable cure period prior to the City obtaining
insurance on Company’s behalf.

Response: COMPANY is required to maintain the insurance required in the Concession and
Lease Agreement. Prior to proceeding to obtaining insurance per section 9.2 f, as a normal
course of business, the CITY would provide notice to COMPANY; however, provision of such
notice shall not be a contractual requirement of CITY in this section.




                                            12 of 18
43. Section 9.2(h) - Insurance.
Please allow for written notice and a reasonable cure period.

Response: COMPANY is required to maintain the insurance required as part of the Agreement.
Prior to terminating the Agreement, as a normal course of business, the CITY would provide
notice to COMPANY; however, provision of such notice shall not be a contractual requirement
of CITY in this section.

44. Section 14 - Exclusivity.
Please add the following Most Favored Nations clause, to ensure an even playing field between
all RACS: “In the event that any contract granted by the City to any other automobile rental
operator shall contain any terms and conditions more favorable to such operator than the terms
and conditions herein described (other than the number of allocated parking spaces and the
location of the concession area, etc.), then, at the option of Company, this agreement shall be
amended to include such more favorable terms and any offsetting burdens that may be imposed
on any such other Company. The intent of this provision is to ensure that Company will be able
to compete on terms as equal as possible with all other automobile rental operators and to
ensure that no other Company shall enjoy any rights or privileges more favorable to such
Company than those enjoyed by the Company herein.”

Response: For clarification purposes, the second to last sentence of Section 14 shall be amended
as follows:

Tenancy A Non-Exclusive Automobile Rental Concession and Lease Agreement shall not be
granted to another automobile rental concession on terms more favorable than the present
concessionaires with regard to terminal building space, Ready/Return spaces, ten percent (10%)
of gross revenues and parking fees. In no event will Tthe minimum annual guarantee for a
replacement automobile rental concession will be determined by bid, but in no event will it be
less than one hundred twenty-five thousand dollars ($125,000.00).

45. Section 14 - Exclusivity.
   1. In order to ensure that a bidder does not bid a second brand as a placeholder in case it
   chooses to some day operate that brand, please incorporate the following language requiring
   that each brand bid must be operated continuously throughout the term of the agreement:
   “Company shall actively and continuously operate throughout the term of the concession
   agreement the brand that it submits as part of its proposal.”

Response: No; however, Section 3, Proposal Form will be amended requiring Proposer identify
the Brand they will be operating under during the term of the contract unless the contract is
assigned pursuant to Section 16 – Assignment, Subletting, and Surrender of the Concession and
Lease Agreement.

Revised Section 3 - Proposal Form is attached.

   2. Further, please confirm that City will not add any additional vehicle rental
   concessionaires during term of agreement.



                                            13 of 18
Response:       Section 14 - Exclusivity of the Concession and Lease Agreement sets forth
criteria which allows for additional operators added during the term of the Agreement. There
are no policies in place that would extend the number beyond eight (8) on-airport operators.

46. Section 17 – Inspection of Premises
Please provide for twenty-four (24) hours notice prior to any inspection unless it is an
emergency situation.

Response: No, the language stands as written.

47. Section 21 – Hazardous Substances.
Please insert “except as expressly allowed in this Agreement." at the end of the first sentence.

Response: Section 21 shall be amended as follows:

       No goods, merchandise, or material shall be kept, stored, or sold in or on Premises which
       are explosive or hazardous; and no offensive or dangerous trade, business, or occupation
       shall be carried on therein or thereon except as expressly allowed in this Agreement.
       Nothing shall be done on said Premises, other than as is provided for in this Agreement,
       which will increase the rate of or suspend the insurance upon said Premises or to
       structures of CITY.

48. Section 22 – Environmental Provisions

Please insert “upon not less than twenty-four (24) hours written notice except in the event of an
emergency,“ after the words “reasonable times” in the fifth line.

Response: No, the language stands as written.

49. Section 22 – Environmental Provisions , twelfth line on page 32.
Please insert "The foregoing is not intended to include any Hazardous Materials existing on the
Premises prior to the commencement of this Agreement, or any Hazardous Materials present on
the Premises due to actions or inactions of any third party not acting for or on behalf of
COMPANY or any Hazardous Materials migrating to the Premises.", after the words “or is
discovered”.

Response: No, the language stands as written.

50. Section 22 – Environmental Provisions , 18th line on page 32.
Please insert “resulting from COMPANY's action or inaction at the Premises." at the end of the
sentence.

Response: The first paragraph of Section 22 already states “action or in action of COMPANY”,
however, for clarification purposes, the last sentence of the first paragraph of Section 22 shall be
amended as follows:




                                              14 of 18
       The foregoing indemnity includes, without limitation, all costs in law or in equity of
       removal, clean-up, remediation of any kind and disposal of such Hazardous Materials, all
       costs of determining whether the CITY is in compliance and causing the CITY to be in
       compliance with all applicable Federal, State and Local Laws or Regulations and all costs
       associated with claims for damages to persons, property or natural resources and all fines,
       civil penalties or assessments levied on the CITY due to hazardous materials on the
       Premises resulting from action or inaction by the COMPANY, its employees, agents
       or contractors.

51. Section 22 – Environmental Provisions , fifth line from the bottom of page 32.
Please insert “written” between the words “reasonable” and “notice”.

Response: The first sentence of the third paragraph of Section 22 shall be amended as follows:

       The COMPANY, at the request of the CITY, shall make available for inspection and
       copying upon reasonable written notice and at reasonable times, any or all of the
       documents and materials the COMPANY has prepared pursuant to any Federal, State and
       Local Laws or Regulations or submitted to any governmental regulatory agency;
       provided, that such documents and materials related to environmental issues or Federal,
       State and Local Laws or Regulations and are pertinent to the CITY or the Premises.

52. Section 22 – Environmental Provisions, fifth line on page 33. Please insert “, upon
reasonable written notice," between the words “shall” and “have”.

Response: No, the language stands as written.

53. Section 22 - Environmental Provisions, sixth line on page 33.
Please insert “during regular business hours and accompanied by an employee of COMPANY"
after the word “Premises”.

Response: Agreed. The last sentence of the third paragraph of Section 22 shall be amended as
follows.

       The CITY shall have access to the Premises, during regular business hours and
       accompanied by an employee of COMPANY, to inspect the same in order to confirm
       that the COMPANY is using the Premises in accordance with all of the Federal, State and
       Local Laws or Regulations.

54. Section 22 - Environmental Provisions, seventh line from the bottom of page 33. Please
insert “, which approval shall not be unreasonably withheld delayed or conditioned.", after the
words “approval of the CITY”.

Response: Agreed. The third sentence of the fifth paragraph of Section 22 shall be amended as
follows:
       Such work shall be performed at the COMPANY's sole expense after the COMPANY
       submits to the CITY a written plan for completing such work and receives the prior
       written approval of the CITY, which approval shall not be unreasonable withheld,
       delayed or conditioned.
                                             15 of 18
55. Section 22, fourth line on page 34. Please insert “, which approval shall not be
unreasonably withheld, delayed or conditioned." after the word “approval”.

Response: Agreed. The second to last sentence of the fifth paragraph of Section 22 shall be
amended as follows:
      Upon termination or cancellation of this Agreement, as provided for herein, COMPANY
      shall provide CITY, at COMPANY's expense, documentation indicating that Premises
      are free of hazardous materials contamination as outlined in this Section. Such
      documentation shall be provided by a qualified independent expert chosen by the
      COMPANY and subject to the CITY's approval, which approval shall not be
      unreasonable withheld, delayed or conditioned.

56. Section 28(b). Please allow for written notice and a reasonable time to remove the
incorrectly parked vehicle, prior to towing any of Company’s vehicles.

Response: No. Please read the Response to question #49 in Addendum #1. If COMPANY is
missing a vehicle, we recommend COMPANY check with the Airport parking operator within
30 days of its disappearance.

57. Please insert the following language in the concession agreement as a new section to satisfy
our fleet financing agreement obligations: “City will not claim or have any lien of any kind, be it
contractual or statutory, on or against Company’s motor vehicles for non-payment of any rent or
fees due under the Concession Agreement, or for any default of Company or for any other
reason, and City hereby waives all such liens available to City”.

Response: Section 2.3 Surrender of Possession. Specifically states the CITY will not have a lien
on rental vehicles.

59. Please incorporate the following language into the concession agreement in order to ensure
that we are able to protect our customer’s privacy: “Company, in its efforts to comply with the
requirements applicable to its customers under the Payment Card Industry Data Security
Standard, shall under no circumstances be required to use any network other than its own
private network, to ensure that its customers’ credit card information is not compromised.”

Response: The CITY understands COMPANYs concerns. However, there may be a point in
time in the future where the Airport may have a common use network system at which time we
will address the security issue.




                                             16 of 18
Addendum #1

60. Addendum 1, Question 7.
Please confirm that a duly authorized officer of a limited liability company may sign all
documents related to the RFP.

Response: Yes, as stated in Addendum #1 an authorized person may be a managing member or
other qualified person as identified on the Proposer’s Qualification and Experience Form. The
Airport may require additional information confirming the qualification of the signatory after
receipt of Proposals if it determines it is necessary.

61. Addendum 1, page 29.
Please confirm that an RFP submittal which contains a DBE plan and the anticipated annual
DBE percentage participation and a statement agreeing to Section 20, satisfies the DBE
requirements of this RFP.

Response: As long as the DBE plan will be followed for Proposer’s Boise Airport operation,
inclusion of it, the Proposer’s proposed annual DBE percentage participation and the statement
agreeing to comply with Section 20 meets the requirement.

Addendum #1 – correction of errors and clarification

62. page 9, question 28. - Response should have read (see response number 29 27 above)

63. page10, question 32 (2).
There was no change to the Qualification and Experience Form as a result of this response. The
response was a clarification.

64. Proposal Form page 19 – The word Privilege was inserted instead of Percentage. Response
should have read as follows:

 Third, Fourth,
and Fifth Year        (80%) of the actual total Percentage Fee payment due to the City from
                      Concessionaire for the preceding year, or the MAG for the first year,
                      whichever is greater, but shall never be less than the Minimum Annual
                      Guaranteed Concession Fee for the second year.

65. Qualification and Experience form, page 26 item O
 Correction per Response 28 will be made to form plus clarification on

  O.   State the number of rental automobiles owned and/or leased by proposer in its existing
       fleet to be initially assigned to Boise Airport: registered in Ada County.




                                             17 of 18
Attached
   • Sample Bid Bond
   • Sample Concessionaires Bond
   • Revised Section 3 – Proposal Form
   • Revised Section 4 – Qualification and Experience Form
   • Revised Form of Concession and Lease Agreement (incorporating Addenda
            1, 2 & 3 changes)
   • Boise Municipal Code Chapter Title 12, Chapter 12-20 Non-Tenant Rental Car
      Business Permit.
   • Current Off-Airport Rental Car Agreement




                                    18 of 18
                                To Be Used by All Proposers


                                        Section 3
                                    PROPOSAL FORM

                       NON-EXCLUSIVE AUTOMOBILE RENTAL
                       CONCESSION AND LEASE AGREEMENT
                              Boise Airport, Boise Idaho


TO:    City of Boise
       Department of Aviation
       3201 Airport Way, Suite 1000
       Boise, ID 83705

       Attn: Property & Contract Administrator

The undersigned Proposer hereby submits this Proposal for an automobile rental concession
at Boise Airport. Proposer hereby declares that the only person or persons interested in this
Proposal as Principal or Principals is or are named herein and that no person other than those
herein mentioned has any interest in this Proposal or in the Concession Agreement to be
entered into; that this Proposal is made without consultation with any other person, company
or parties making a Proposal; and that it is in all respects fair and submitted in good faith
without collusion or fraud. Boise City acknowledges one or more companies with a common
parent company may submit independent bids to operate separate automobile rental
concessions under separate brand names.

Proposer represents to Boise City that, except as may be disclosed below hereto, no City
member nor officer, employee or agent of the City either has or will have any interest, either
directly or indirectly, in the business of the Proposer in the operation of the Concession, and
that no such person must have any such interest at any time during the Term of the
Concession, should it be awarded the Proposer.

                 Disclosure of Interest of Any City Employee or Agent:
__________________________________________________________________________

__________________________________________________________________________

The Proposer further declares that having received a copy of and examined the Request for
Proposals for Non-Exclusive Automobile Rental Concession and Lease Agreement, the
proposed Form of Automobile Rental Concession and Lease Agreement, and any and all
related documents, including Addenda, for the proposed Non-exclusive operation of
Automobile Rental Concessions at the Boise Airport, Boise, Idaho, and having become
familiar with the proposed sites therefore and operations thereof, has satisfied him or herself
relative to the Concession to be awarded.




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Proposer Acknowledges Receipt of the Following Addenda(s):


          Addenda        Date
          1.
          2.
          3.
          4.


The Proposer requires use of a pneumatic tube system from the Ready/Return Lot to
Counter/Office area. Yes ( )             No ( )


The Proposer requires use of a kiosk in the Ready/Return Lot. Yes ( )      No ( )


The Proposer hereby submits by enclosure the Qualification and Experience Form and
supporting information required by the Request for Proposal and certifies that all information
so submitted is both accurate and complete.


The Proposer has enclosed either: (check applicable blank)
   [   ] A certified cashier’s check or bank draft for $10,000.00 or
   [   ] The completed Proposal Bond in the amount of $10,000.00.


If any of the language or information in this Proposal conflicts with the Request for Proposal
or any of the documents furnished with the Request for Proposal, the language of the Request
for Proposal or of the applicable document must govern.


The Proposer further agrees that, in the event the Concession is awarded to him/her and
he/she fails to comply with the City of Boise Request for Proposals, Non-Exclusive
Automobile Rental Concession and Lease Agreement, Boise Airport RFP, and associated
amendments, as applicable, the Proposal Guarantee must be forfeited to the City.


The undersigned proposes to provide services in accordance with the specifications for
Automobile Rental Concession Operator for the City of Boise, Idaho and to bind themselves,

                                              17
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on the acceptance of this proposal, to enter into and execute a Concession Agreement, of
which this proposal, terms and conditions, and specifications will be part.


The undersigned acknowledges the rights reserved by the City to accept or reject any or all
proposals as may appear to be in the best interest of the City. The undersigned further
agrees, if awarded a Concession and Lease Agreement, to execute and deliver the same to the
City within fourteen (14) working days after receipt of said Concession and Lease
Agreement documents, and to submit therewith the required insurance certificates and
performance guarantee.      In case of default on executing such Concession and Lease
Agreement with necessary insurance certificates and performance guarantee, the Proposal
Security accompanying this Proposal and any money payable thereon will be and remain the
property of the City.


The undersigned hereby submits a Proposal on the Concessions and Lease to be awarded by
the City, as follows:

For the right to operate a Concession at the Airport, the Proposer offers to pay
annually, through twelve (12) monthly installments, to the City during the five (5) year
term of the Automobile Rental Concession and Lease Agreement, ten percent (10%) of
its annual "Gross Revenues" as defined in the proposed Form of Automobile Rental
Concession and Lease Agreement, or the following Minimum Annual Guarantee
(cannot be less than $125,000.00 per year for the first two (2) years) for each of the five
(5) years of the term as indicated, whichever is greater:

       MINIMUM ANNUAL GUARANTEE (MAG):

First Year
                        (amount in words)                                       Year

                        $
                        (amount in numbers)                                     Year

Second Year
                        (amount in words)                                       Year

                        $
                        (amount in numbers)                                     Year
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                                 To Be Used by All Proposers

Third, Fourth,
and Fifth Year         (80%) of the actual total Percentage Fee payment due to the City from
                       Concessionaire for the preceding year, or the MAG for the first year,
                       whichever is greater, but shall never be less than the Minimum Annual
                       Guaranteed Concession Fee for the second year.

The undersigned hereby acknowledges that the premises at the Boise Airport proposed to be
devoted to Automobile Rental concession, have been inspected by the undersigned, who has
become thoroughly familiar therewith. The undersigned further acknowledges the right of the
City acting by and through its Airport Director, to reject any or all proposals submitted, and
that an award may be made to a proposer other than one of the eight highest monetary
proposers if deemed more advantageous to City; and acknowledges that this proposal is made
with full knowledge of the foregoing and in full agreement thereto. By submission of this
proposal, the proposer acknowledges that said Airport Director has the right to make any
inquiry or investigation he deems appropriate to substantiate or supplement information
contained in the proposal and related documents, and authorizes release to the Airport of any
and all information sought in such inquiry or investigation.

Acknowledgement of Proposer:

Dated at this ________day of __________ , 2009.

Brand Name under which Proposer will be operating during the term of the Concession and
Lease Agreement _______________________________________.

1. If an individual (sole proprietor)

Printed or Typed Name of Partnership, Joint Venture or Limited Liability Company

By:______________________________(SEAL)
Signature

Witnessed By: ________________________________

______________________________________________________
Printed or Typed Name of person witnessing


2. If a Partnership, Joint Venture or Limited Liability Company, this form must be signed
by: a general partner, one of the joint venturers, by a manager, respectively. If the
partnership, joint venture, or Limited Liability Company is itself composed of entities rather
than individuals, the name of the entity executing on behalf of the partnership, joint venture
or Limited Liability Company should be printed or typed in the second signature line and a
proper form of execution should be made by such entity.




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Acknowledgement of Proposer (continued):



__________________________________
Printed or Typed Name of Partnership, Joint Venture or Limited Liability Company

By:___________________________(SEAL) By:_____________________________(SEAL)

Signature                                            Signature

Witnessed or Attested By: ________________________________

______________________________________________________
Printed or Typed Name of person witnessing or attesting and title if applicable

3. If a Corporation, this form must be signed by (a) a President or a Vice President, and (b)
Secretary, Assistant Secretary, Treasurer, or Assistant Treasurer, with (c) the corporate seal
affixed. If it is not so signed, a duly certified corporate resolution authorizing the form of
execution used must be attached.

______________________________                       ____________________________
Corporate or Business Name of Proposer                State of Incorporation



CORPORATE SEAL



___________________________________________
Signature of President or Vice President

___________________________________________
Typed or printed name and title


___________________________________________
Signature of Secretary, Asst. Secretary, Treasurer or Asst. Treasurer

___________________________________________
Typed or printed name and title




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                                 Section 4
                   QUALIFICATIONS AND EXPERIENCE FORM

                       NON-EXCLUSIVE AUTOMOBILE RENTAL
                       CONCESSION AND LEASE AGREEMENT
                              Boise Airport, Boise Idaho

1.   GENERAL INFORMATION
     The proposer hereby certifies that all statements and all answers to questions herein are
     true, complete, and correct. All information requested in this form MUST be furnished by
     the proposers and MUST be submitted with the Proposal Form. Statements must be
     complete, accurate and in the form requested.
     A.      Name and address of proposer exactly as it should appear on the Automobile
             Rental Concession Agreement:
             _________________________________________________________________
             _________________________________________________________________
             _________________________________________________________________
             Telephone: ___________________
     B.      Address of proposer, if different from above, for purposes of notice or other
             communication relating to the proposal and Automobile Rental Concession
             Agreement. (If proposer is other than an individual, provide the name of an
             individual who shall represent proposer):
             _________________________________________________________________
             _________________________________________________________________
             _________________________________________________________________
             Telephone: ________________          FAX: ______________________
             E-mail:    ______________________
     C.     Proposer intends to operate the Automobile Rental Concession as a
            sole proprietorship ( ) corporation ( ); partnership ( ); joint venture ( );
            limited liability company ( ); or other ______________
            Explain “other”: __________________________________________________




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CORPORATION STATEMENT


           If a corporation or a corporation-in-formation, answer the following:
    1.     When incorporated?
           _________________________________________________________________
    2.     Where incorporated?
           _________________________________________________________________
    3.     Is the corporation authorized to do business in Idaho?
           Yes ( )         No ( )
           If so, as of what date? ___________________
    4.      Furnish the following information about the principal officers of the corporation:
           NAME                    TITLE                          ADDRESS
           _________________________________________________________________
           _________________________________________________________________
           _________________________________________________________________
           Name and address of agent for process in the State of Idaho:
           _________________________________________________________________
           _________________________________________________________________


PARTNERSHIP STATEMENT
     If a partnership, answer the following:
    1.     Date of organization?
           _________________________________________
    2.     General Partnership ( )                  Limited Partnership ( )
    3.     Has the partnership done business in Idaho?
           Yes ( ) No ( )
    4.      Name and address of each general partner:
           NAME                                     ADDRESS
          _________________________________________________________________
          _________________________________________________________________
          _________________________________________________________________



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JOINT VENTURE or LIMITED LIABILITY COMPANY
If a joint venture or limited liability company, answer the following:
       1.     Date of organization?
              _________________________________________
       2.     Has the joint venture or limited liability company done business in Idaho?
              Yes ( ) No ( )
       3.     Name and address of each member of the joint venture or limited liability
              company:
                NAME                                    ADDRESS
             _________________________________________________________________
             _________________________________________________________________
             _________________________________________________________________


SOLE PROPRIETORSHIP


       If sole proprietorship, furnish the following:
       1.      Proprietor's name in full:
              _________________________________________________________________
              Address:
              _________________________________________________________________
              _________________________________________________________________
              Company name:
               _________________________________________________________________
       Company address:
                _________________________________________________________________
                _________________________________________________________________
              How long in business under this company name?
              _________________________________________________________________




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2.   STATEMENT OF QUALIFICATIONS AND EXPERIENCE INSTRUCTIONS
     For each question that requires an attachment, please restate the paragraph
     number, (e.g., Attachment II, C), and the corresponding question.
     A.     Name of proposer:


            Address:




            Telephone:                              FAX:
            E-mail:
     B.     Indicate below if you are certified by the State of Idaho as a Minority –
            Owned, Woman-Owned or Disadvantaged Business Enterprise (DBE).
            Yes ( )           No ( )
            (Attach certification as Written Attachment II, B.)
     C.     Each proposer must detail and provide specific goals and objectives for
            their Affirmative Action and/or Nondiscrimination program as follows:
            1.        Most recent Affirmative Action and/or Nondiscrimination plan or
                      statement regarding hiring, subcontracting and purchasing.
            2.        Work force composition in use or proposed for its Boise Airport
                      operation.
            3.        The contracting and subcontracting of capital improvements which
                      may be made to leased premises at the Boise Airport.
            4.        Other   information    regarding     Affirmative   Action    and/or
                      Nondiscrimination proposer deems relevant.
            (Attach Information as Written Attachment II, C.)




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D.   Number of years proposer has performed Automobile Rental services. (If
     Automobile Rental service is to be performed by a joint venture or partner,
     indicate the experience of each party.)
     Automobile Rental experience: _________years. Indicate beginning and
     ending years for each party                                            .
E.   Describe the nature of proposer's experience in the operation of
     automobile rental facilities and state the number of persons currently
     employed in such operations.
     (Attach answer as Written Attachment II, E.)
F.   Submit a list of the five (5) largest locations where proposer has operated
     Automobile Rental facilities within the last five (5) consecutive years,
     giving the dates of operation for each location and the gross revenues for
     each operation for the last three (3) years. List each airport Automobile
     Rental location separately.
     (Attach answer as Written Attachment II, F.)
G.   Give names, addresses, and telephone numbers for landlords, if any, for all
     operations listed in Paragraph F above.
     (Attach answer as Written Attachment II, G.)
H.   Give name, location, and date of all Automobile Rental operating
     contracts, if any, that have been terminated within the past five (5) years,
     for any reason, either voluntarily or involuntarily, prior to the expiration of
     their term; also list any judgments terminating
     Automobile Rental operating agreements operated by proposer within
     the past five (5) years. If none, indicate "none" here                 .
     (Attach separate sheet, if necessary, as Written Attachment II, H.)




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I.     Name and experience of key personnel of proposer for Boise Airport
       operation:
       TITLE                     NAME                 EXPERIENCE




(If additional space is needed, attach answer at Written Attachment II, I.)
J.     Does proposer have a nationwide reservation system?
       Yes ( )          No ( )
       If yes, name of system?
K.     State the number and make of automobiles the Proposer proposes to use at
       Boise Airport.
L.     State the names of proposer's credit card affiliations




M.     Will proposer provide affiliation with a preferred marketing program for
       frequent users, (for example Hertz #1 Gold Club, etc.)?
       Yes ( )          No ( )
       If yes, name of program?
N.     State the number and locations of proposer's operating outlets and
       facilities in the Boise Metropolitan Area, if any:




O.     State the number of rental automobiles owned and/or leased by proposer
       in its existing fleet to be initially assigned to Boise Airport: ___________.




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3.   FINANCIAL INFORMATION
     A.   Financial Statements
          All proposers must provide audited financial statements for their organization for
          the last two (2) fiscal years. Included therein shall be information naming the
          principals, their addresses and telephone numbers, and local and regional
          management personnel and their addresses and telephone numbers. Also included
          shall be a listing of proposer's financial references, including banks and other
          financial institutions that are used by Proposer. The City reserves the right to
          confirm and request clarification of all information provided. Incomplete
          disclosures may deem a proposal to be non-responsive.
          (Attach statements as Attachment III, A.)
     B.   Surety Information
          Has proposer ever had a bond or surety canceled or forfeited?
          Yes ( )         No ( )
          If yes, state name of bonding company, date, amount of bond, and reason for such
          cancellation for forfeiture. Provide information, including name of a bonding
          company or a reference that indicates proposer's ability to qualify for, obtain, and
          submit the Performance Bond or Letter of Credit that must be submitted to the
          City if proposer is awarded this concession privilege.
          (Attach answer as Written Attachment III, B.)
     C.   Bankruptcy Information
          Has the organization, corporation, partnership, or principal owners of the
          organization ever declared bankruptcy?
          Yes ( )        No ( )
          If yes, give details including date the case was filed and closed, court jurisdiction,
          which chapter, amount of liabilities, and amount of assets.
          (Attach answer, if any, as Written Attachment III, C.)




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4.   LITIGATION DISCLOSURE
     Failure to fully and truthfully disclose the information required by this Litigation
     Disclosure may result in the disqualification of a proposal or termination of the
     concession agreement, once awarded.
     (a)    Has proposer or any member of its firm or team to be assigned to this engagement
            ever been indicted or convicted of a felony or misdemeanor greater than a Class C
            misdemeanor in the last five (5) years?
            Yes ( )         No ( )
     (b)    Has proposer or any member of its firm or team been terminated (for cause or
            otherwise) from any work being performed by the City of Boise or any other
            Federal, State or Local government, or private entity?
            Yes ( )         No ( )
     (c)    Has proposer or any member of its firm or team been involved in any claim or
            litigation with the City of Boise or any other Federal, State or Local government,
            or private entity during the last ten (10) years?
            Yes ( )         No ( )
     If proposer answered "Yes" to any of the above questions, please indicate the name(s) of
     the person(s), the nature, court dates and location, and the status and/or outcome of the
     information, indictment, conviction, termination, claim of litigation, as applicable.
     (Attach answer, if any, as Written Attachment IV, A.)
     The undersigned hereby attests to the truth and accuracy of all statements, answers, and
     representation made in this qualifications and experience form, including all
     supplementary statements attached hereto (individual, partner, joint venturer, authorized
     officer of corporation).
            By:
            Printed Name:
            Title:
            Proposer:




                                              28
                                  CONCESSION AND LEASE AGREEMENT

                        NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES

                                                 TABLE OF CONTENTS

SECTION 1 - PREMISES ........................................................................................................ 4
SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY .................................... 5
SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS .................................... 7
SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
AND EQUIPPING OF PREMISES ....................................................................................... 14
SECTION 6 - MAINTENANCE AND JANITORIAL .......................................................... 15
SECTION 7 - STANDARDS OF SERVICE.......................................................................... 17
SECTION 8 - LICENSES AND TAXES ............................................................................... 20
SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE........ 20
SECTION 10 - PERFORMANCE GUARANTEE ................................................................ 23
SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
BUILDING ......................................................................................................................... 24
SECTION 12 - CANCELLATION ........................................................................................ 24
SECTION 13 - EMPLOYEE PARKING ............................................................................... 27
SECTION 14 - EXCLUSIVITY............................................................................................. 27
SECTION 15 - NONWAIVER OF RIGHTS ......................................................................... 27
SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER ............................... 27
SECTION 17 - INSPECTION OF PREMISES...................................................................... 28
SECTION 18 - QUIET ENJOYMENT .................................................................................. 28
SECTION 19 - NONDISCRIMINATION ............................................................................. 28
SECTION 20 - DBE REQUIREMENTS ............................................................................... 29
SECTION 21 - HAZARDOUS SUBSTANCES .................................................................... 32
SECTION 22 - ENVIRONMENTAL PROVISIONS ............................................................ 32
SECTION 23 - FEDERAL STORM WATER REGULATIONS .......................................... 34
SECTION 24 - NOTICES ...................................................................................................... 35
SECTION 25 - WAIVER OF CLAIMS ................................................................................. 35
SECTION 26 - SECURITY.................................................................................................... 36
SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
STATES       ......................................................................................................................... 36
SECTION 28 - RIGHTS AND PRIVILEGES OF CITY....................................................... 36
SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
CONSTRUCTION REQUIREMENTS.................................................................................. 38
SECTION 30 - TERMS BINDING UPON SUCCESSORS .................................................. 39
SECTION 31 - TIME OF ESSENCE ..................................................................................... 39
SECTION 32 - AGREEMENT MADE IN IDAHO............................................................... 39
SECTION 33 - HEADINGS................................................................................................... 39




                                                                   1
EXHIBITS AND ATTACHMENTS

Exhibit A -   Automobile Rental Lobby
Exhibit B -   Ready/Return Lot
Exhibit C -   DBE Attainment Form
Exhibit D -   Monthly Gross Revenue and Activity Report


Attachment A - CITY’s Request for Proposals (RFP)
Attachment B - COMPANY’s Proposal
Attachment C - Boise City Municipal Code Chapter 12-22 Car Rental Customer Facility
              Charge




                                           2
                        CONCESSION AND LEASE AGREEMENT

                 NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES
                           Boise Airport, Boise, Idaho


THIS AGREEMENT, made and entered into this ___ day of                          , 20    by
and between the City of Boise, a municipal corporation and situated in Ada County, Idaho,
hereinafter designated as "CITY" and,                                                 ,
hereinafter designated as "COMPANY".

                                    W I T N E S S E T H:


     WHEREAS, the CITY owns, controls, operates and maintains an airport known
generally as Boise Airport (“Airport”), located in the City of Boise; and


     WHEREAS, automobile rental services at the Airport are essential for proper
accommodations of passengers arriving at and departing from the Airport; and


     WHEREAS the CITY has issued a Request for Proposal (“RFP”) for the right to
operate a Concession, which is attached hereto as Attachment A together with any
addendum and incorporated herein by this reference; and


       WHEREAS, the COMPANY submitted a Proposal to the CITY for the right to
operate a Concession, which is attached hereto as Attachment B and incorporated herein by
this reference; and


     WHEREAS, the CITY wishes to grant the right for up to eight companies to operate an
automobile rental business (“Concession”) at the Airport; and


     WHEREAS COMPANY is engaged in the business of operating and maintaining
automobile rental agency and represents and warrants to CITY that it is fully qualified to



                                               3
conduct an automobile rental concession and to construct, equip, maintain, use and operate
the facilities contemplated hereunder to meet its obligations and responsibilities described
and required by this Agreement; and


     NOW, THEREFORE, in consideration of the foregoing and mutual covenants in this
Agreement the CITY does hereby award to COMPANY and COMPANY does hereby accept
from CITY certain rights and privileges on, and in connection with the Airport, along with
the obligations described herein, and CITY and COMPANY do furthermore agree to the
following:


                                   SECTION 1 - PREMISES
       CITY hereby grants to COMPANY and COMPANY hereby agrees to receive from
CITY and pay rental to CITY for occupancy privileges in the following spaces and facilities,
hereinafter collectively called "Premises":


       a.      Approximately                        square feet, more or less, of counter,
               office and associated queuing space in the Terminal Building at the Airport at
               the location shown on Exhibit A, attached hereto and by reference made a
               part hereof.
       b.      Initial Allocation (October 1, 2009-February 28, 2010):
                                               (                   ) Ready/ Return parking
               spaces located in the Ready/Return lot as depicted on Exhibit B1, attached
               hereto and made a part hereof by reference.

               Final Allocation (March 1, 2010 – September 30, 2014):
                                              (                  ) Ready/ Return parking
               spaces located in the Ready/Return lot as depicted on Exhibit B2, attached
               hereto and made a part hereof by reference.

               All of the ready and return spaces shall hereafter be referred to as
               "Ready/Return Spaces."

       c.                      (                    ) Ready/ Return Kiosk located in the
               Ready/Return Lot as depicted on Exhibits B1 and 2, attached hereto and
               made a part hereof by reference.



                                              4
             SECTION 2 -TERM OF CONCESSION AND LEASE AGREEMENT
       2.1     Term.        This Agreement shall be binding upon execution and the term
hereunder shall commence on October 1, 2009 and end on September 30, 2014 for a total
period of five (5) years.
       2.2     Options to Extend. Unless otherwise provided herein, this Agreement shall not
create any right, privilege or option to extend this Agreement beyond the Term stated herein.
This section does not prohibit the Airport Director from determining it is in the best interest
of the CITY to extend the Agreement on a short term basis should the need arise. Such
extension would require an Amendment extending the Term.
       2.3     Surrender of Possession. COMPANY shall, upon termination or cancellation
of this Agreement, immediately quit and deliver up the Premises and privileges to CITY
peaceably and quietly. In addition to any lien provided by Idaho law, CITY shall have a
specific lien on all property of COMPANY on CITY Premises, except rental vehicles and
leased computer terminals and related equipment on the Premises as security for
nonpayment. Upon termination or cancellation of this Agreement, COMPANY shall not
remove all improvements from Premises except with written permission from CITY.
       2.4     Holding Over.       Any unauthorized holding over by COMPANY after the
expiration or sooner termination of this Agreement, or any extension hereof, without the
written consent of the Airport Director, except for the period authorized and required for
removal of COMPANY’s property, shall entitle CITY to collect from COMPANY, as
liquidated damages for such holding over, double the amount of the Minimum Monthly
Guarantee in effect immediately prior to the commencing of such holding over. CITY shall
be entitled to remove COMPANY, using police power if necessary, from said premises.
COMPANY shall reimburse CITY for any costs associated with the removal of COMPANY
from premises.


       SECTION 3 - PRIVILEGES, USES AND RIGHTS OF COMPANY
       CITY hereby grants to COMPANY the following privileges, uses, and rights, all of
which shall be subject to the Terms, conditions, and covenants set forth herein, all of which
shall be nonexclusive on the Airport. COMPANY understands and agrees that it shall not
engage in any other business on the Airport under this Agreement.



                                              5
       3.1     Concession Privileges. CITY gives and grants the right, license, and privilege
to operate a non-exclusive automobile rental concession at the Airport for the purpose of
renting automobiles to airline passengers and such other persons who may request such
services at the Airport. COMPANY shall have the right to conduct and operate and shall be
required to conduct and operate the automobile rental concession business from the Airport
Terminal Building.
       COMPANY may provide ancillary services in conjunction with the rental of an
automobile only upon providing a written request to the Airport , including a list of such
services COMPANY wishes to provide, and upon receipt of written approval from the
Airport Director or his designee.
       3.2     General Use of the Airport. COMPANY shall be entitled to use on a non-
exclusive basis, public areas and roadways at the Airport. COMPANY shall have ingress to
and egress from the Premises over Airport roadways, subject to such rules, regulations and
fees of uniform application as may be established by CITY, respecting the use of such
roadways, except when said roadways are closed on a temporary basis for repairs,
rehabilitation or any other reasonable purpose. CITY reserves the right to close any means of
ingress and egress so long as other comparable means of ingress and egress to the Premises
are available to the COMPANY.
       3.3     Terminal Building. COMPANY will be entitled to the use, in common with
others so authorized, of the Terminal Building appurtenances, together with all facilities,
equipment, improvements, and service which have been or may hereinafter be provided at or
in connection with the Terminal Building for common use insofar as the same will be
reasonably necessary for the purposes of the operation of an automobile rental concession.
       3.4     Signs. No signs shall be installed by COMPANY on or about the Premises
without prior written approval of the Airport Director or his designee, said approval being
discretionary with the Airport Director. COMPANY, at its sole expense, may install and
thereafter operate and maintain company identification signs as follows:
       a.      Counter and Office space signage shall be limited to the wall behind the
               counter and small customer service directional signage within the counter and
               queuing area.




                                              6
        b.      Ready/Return Lot stall identification sign supports and blanks were purchased
                by CITY utilizing Customer Facility Charge (CFC) funds and shall remain
                with each individual space.         Painting and/or application of COMPANY
                branding shall be at the expense of the COMPANY. Traffic Control and Way
                Finding signage in the Ready/Return Lot shall be owned and maintained by
                CITY.
        c.      Ready/Return Kiosks include individual signage frames. Sign inserts are the
                responsibility of COMPANY. Any modification to the signage on the Kiosk
                is not allowed without prior written approval by Airport Director or his
                designee.
        d.      No temporary signs or displays shall be permitted on the Premises without
                prior written approval of the Airport Director.
        3.5     Independent Contractor. COMPANY will, at all times during the Term of this
Agreement, be regarded as an independent contractor and COMPANY will not at any time
act as agent for or of the CITY.


              SECTION 4 - RENTALS, FEES, AND ACCOUNTING RECORDS
        4.1     Rentals. During the term hereof, COMPANY shall pay the following space
and facilities rents:
        a.      For the use of the counter, queuing and associated office space in the Terminal
                Building (the Premises in Section la), the initial rental rate of twenty-two
                dollars and sixty-six cents ($22.66) per square foot per annum payable in
                equal monthly installments, in advance and without demand, on the first day
                of each calendar month of this Agreement.
        b.      For the use of the Ready/Return spaces (the Premises in Section 1b), the initial
                rental rate of three hundred and sixty dollars ($360) per space per annum
                payable in equal monthly installments, in advance and without demand on the
                first day of each calendar month of the Agreement.
        c.      For the use of the Ready/Return Kiosk (the Premises in Section 1c), the initial
                rental rate of one thousand two hundred dollars ($1,200) per annum payable in




                                                7
               equal monthly installments, in advance and without demand on the first day of
               each calendar month of the Agreement.
       4.2      Rental Adjustment.      Each year on the anniversary date of this Agreement
(October 1), rental rates shall be adjusted to reflect the changes in the purchasing power of
the dollar, as follows:
               Utilizing the annual July figures published in the Revised Consumer Price
               Index for All Urban Consumers (CPI-U) published by the Bureau of Labor
               Statistics of the United States Department of Labor for U.S. City Average, All
               Items (1982-84 = 100) or, if this Index is discontinued, any other renamed
               national index covering metropolitan areas, the rental rate shall be adjusted
               according to the annual percentage increase computed utilizing the
               anniversary year July figure and the figure for the July immediately preceding
               any adjustment period. This percentage of the base rent shall be added to the
               annual base rent, and the sum shall constitute the annual rent after the
               adjustment. Under no circumstances shall the rental rate be increased greater
               than 5% above the previous year nor shall it be less than the rent payable for
               the previous year.

               Written notice of rental adjustment shall be provided to COMPANY at least
               thirty (30) days prior to the adjustment.
        4.3    Concession Fee. For the concession privileges granted hereunder, and in
addition to the rentals paid for the Premises as described in Subsection 4.1 above,
COMPANY shall pay to CITY a Concession Fee during each year of the Term hereof. Each
year the Concession Fee shall be the greater of the Minimum Annual Guaranteed Concession
Fee or the Percentage Fee as follows:
       a.      Minimum Annual Guarantee (MAG).             COMPANY shall pay to CITY:
               beginning on Commencement of the Term and for each month thereafter, one-
               twelfth (1/12) of the MAG as follows:

               Year 1 -   $

               Year 2 -   $

               Year 3, Year 4, and Year 5 -

               Eighty (80) percent of actual total Percentage Fee, as defined below, for year
               2 for 12 month period September-August or previous years MAG whichever
               is greater.



                                               8
                 For a partial month, if any, COMPANY shall pay on a pro rata basis, one-
                 twelfth of the minimum annual guarantee for the year in which the partial
                 month occurs.
       b.        Percentage Fee. The Percentage Fee shall be Ten Percent (10%) of the Gross
                 Revenues as defined in Subsection 4.4 below.     Twenty (20) days after the
                 beginning of each calendar month during the term hereof, COMPANY shall
                 pay to CITY without demand, a sum of money which represents the amount
                 by which the Percentage Fee exceeds the Minimum Annual Guarantee for the
                 previous month. In the event the Percentage Fee shall not exceed the
                 Minimum Annual Guarantee during any month in the term hereof, then no
                 percentage fee shall be due and payable for such month.
4.4    Definition of Gross Revenues. The term "gross revenues" as used herein is defined as
the aggregate amount of all sales made for cash, credit, or otherwise, by COMPANY from
the operation of its vehicle rental concession anywhere on the premises of the Boise Airport
and shall include all charges for the month in which the service is rendered, regardless of
when payment is received by COMPANY. Gross Revenues shall include:


a.       The Airport Percentage Fee charged to customer by COMPANY.

b.       Total rentals for vehicles rented out at said Airport without regard to the manner in
         which or place at which COMPANY has received the order for the vehicles and
         regardless of the station to which they are returned.

c.       Amounts separately billed and paid as additional charges for waiver of
         COMPANYs rights to recover monies from customers for damage to rented
         vehicles (commonly known as CDW and/or LDW)

d.       Sums received by COMPANY as Personal Accident Insurance on operator and
         passengers of COMPANY vehicles.

e.          Vehicle license fees charged to customers by COMPANY.

       It is understood all monies or other consideration paid or payable to COMPANY by
customers for all sales made and services in connection with automobile and vehicle rentals
or other products or services provided to persons through COMPANY’s operations at the
Airport, without regard to the ownership, area, fleet, or location assignment of vehicles and


                                               9
without regard to the manner in which or place at which the vehicles or other products or
services are furnished to COMPANY’s customers and without regard to whether the vehicles
or other products are returned to the Airport or to some other location shall be included in the
definition of Gross Revenues.
       The reimbursement to COMPANY 's customers for on the road expenses is
considered to be part of COMPANY 's operating expenses and, therefore, the City's 10% of
gross revenues shall not be reduced by COMPANY 's refunds to its customers
       Any other fees charged by COMPANY shall also be included in COMPANY’s gross
revenues unless they are specifically excluded below.
       The following, however, shall not be considered as a part of COMPANY’s gross
revenues in COMPANY’s monthly reports to CITY:
       a.      Federal, State, or Municipal excise, sales, and other similar taxes, separately
               stated and collected from customers, as now exist or may be hereafter levied
               or imposed.

       b.      Any charges collected from customers for replacement fuel, including pre-
               paid fuel, in an automobile rented pursuant to a rental agreement under which
               the customer is obligated to return the automobile with the same amount of
               gasoline furnished upon rental.

       c.      Corporate discounts or rebates, but only to the extent that COMPANY
               provides auditable proof to the CITY that the discounts or rebates are
               specifically attributable to rental agreements with customers at the Airport.

       d.      Those fees known as Customer Facility Charges, collected by the
               COMPANY.

       e.      Amounts received as insurance proceeds or otherwise for loss of or damages
               to vehicles or other property of COMPANY.

       f.      Separately stated drop-off charges or inter-city fees, i.e., charges for privilege
               of rental a vehicle at COMPANY’s Airport location and returning the vehicle
               at a different location.

       g.      Amounts received by COMPANY from the disposal of COMPANY owned
               equipment or vehicles.
       4.5     Waiver of Minimum Annual Guarantee. If COMPANY is in full compliance
with the Terms, covenants and conditions set forth herein and at least one of the following
conditions exists, CITY may authorize through the Airport Director, in writing, for a



                                              10
specified period, COMPANY to pay to CITY ten percent (10%) of the Gross Revenues in
lieu of the Minimum Guaranteed Annual Concession Fee provided for in Subsection 4.3a.

       a.      The number of passengers deplaning on scheduled airline flights at the Airport
               during any three (3) consecutive reporting months, shall be less than eighty
               percent (80%) of the number of such deplaning passengers in the same
               consecutive reporting months during the preceding year; or

       b.      The operation of COMPANY’s car rental business at the Airport, through no
               fault of its own, is affected by material and substantial shortages or other
               disruptions in the supply of automobiles, gasoline, or other goods necessary
               for the operation thereof, and which results in a thirty-five percent (35%) or
               greater reduction in COMPANY’s Gross Revenue hereunder.

       c.      If the damage shall render the Premises or portion thereof untenable and
               incapable of being repaired, the rentals payable hereunder with respect to the
               Premises or portion thereof shall be proportionately paid up to the date of such
               damage and thereafter shall abate until such time as replacement of
               reconstructed Premises shall be made available for use by COMPANY. The
               MAG shall also be waived for this period of time. The Concession Fee shall
               remain in effect. In the event CITY shall decide to reconstruct or replace the
               Premises, CITY shall use its best efforts to provide temporary facilities for
               COMPANY’s use at rates not to exceed that provided in this Agreement at
               that such time the MAG will be reinstated.

       4.6     Customer Facility Charge. COMPANY shall fully comply with Boise City
Municipal Code Chapter 12-22 Car Rental Customer Facility Charge (CFC) a copy of which
is attached as Attachment C.
       4.7      Delinquent Charges or Fees. Without waiving any other right or action
available to CITY in the event of default in payment of charges or fees payable to CITY
pursuant to this Agreement, COMPANY shall pay to CITY a late payment fee of one
hundred dollars ($100.00)/per occurrence plus interest thereon at the rate of one and one-half
percent (1.5%) per month from the date such item was due and payable until paid and
received by CITY.
       4.8     Statements, Books and Records.
       a.      Within fifteen (15) days after the close of each calendar month of the term of
               this Agreement, COMPANY shall submit to CITY, one copy of a Monthly
               Gross Revenue and Activity Report for such month in a written form and with
               detail satisfactory to the CITY. With each statement, COMPANY will remit


                                              11
      to CITY any payment required by Subsection 4.3b above. COMPANY is to
      use the form attached hereto as Exhibit D a statement of its Gross Revenues
      during the preceding month from its operations at the Airport upon which the
      percentage payments to CITY set forth in Subsection 4.3b are computed, said
      statement to be signed by a responsible accounting officer of COMPANY.
              COMPANY will also provide the following: a monthly trial balance or
      sales journal summary for the Boise Airport location that shows the revenue
      by line item. Note: assets and liabilities do not need to be disclosed.
              COMPANY shall keep full and accurate books and records showing
      all of its said Gross Revenues pertaining to operations at the Airport, and
      CITY shall have the right, through its representatives, and at all reasonable
      times, to inspect such books and records, including State of Idaho sales tax
      return records. COMPANY hereby agrees that all such records and
      instruments will be made available to CITY on the Airport Premises for at
      least a three (3) year period.
b.    All rental contract forms used by COMPANY in its operations at the Airport
      under this Agreement shall be uniquely numbered identifying the contract as
      originating at Boise Airport. All contracts generated as part of this agreement
      shall have the words "Boise Airport" computer printed on them. The records
      pertaining to the contracts assigned to the Airport shall be available for
      inspection and examination on Premises upon thirty (30) days notice by CITY
      or its duly authorized representative.
4.9   Annual Special Statement or Report.
a.    COMPANY shall employ an independent certified public accountant who
      shall provide COMPANY and CITY, for each twelve (12) month period, a
      "special statement or report" on gross revenues as defined in Subsection 4.4 of
      this agreement. Such "special statement or report" shall include Independent
      Auditor's Report as follows:
              We have audited the accompanying schedule of gross revenues (as
              defined in the Non-Exclusive Automobile Rental Concession
              Agreement, dated ___________, 2009 between the City of Boise, as
              CITY, and Company, as COMPANY) of Company for the year ended



                                       12
                      September 30, 20 __. This schedule is the responsibility of Company's
                      management. Our responsibility is to express an opinion on this
                      schedule based on our audit. We conducted our audit in accordance
                      with generally accepted auditing standards. Those standards require
                      that we plan and perform the audit to obtain reasonable assurance
                      about whether the schedule of gross revenues is free of material
                      misstatement. An audit includes examining, on a test basis, evidence
                      supporting the amounts and disclosures in the schedule of gross
                      revenues. An audit also includes assessing the accounting principles
                      used and significant estimates made by management, as well as
                      evaluating the overall schedule presentation. We believe that our audit
                      provides a reasonable basis for our opinion.

                      In our opinion, the schedule of gross revenues referred to above
                      presents fairly, in all material respects, the gross revenues of the
                      Company for the year ended September 30, 20___, as defined in the
                      Non-Exclusive Automobile Rental Concession agreement referred to
                      in the first paragraph.

       Said "special statement or report" shall be submitted to CITY no later than December
       31 annually.
       b.     CITY reserves the right, at CITY's expense, to audit COMPANY's books and
              records of revenues at any time for the purpose of verifying the Gross
              Revenues hereunder. If, as a result of such audit, it is established that
              COMPANY has understated the Gross Revenues as defined herein, by three
              percent (3%) or more, the entire expense of said audit shall be borne by
              COMPANY. Any additional Percentage Fee due shall forthwith be paid by
              COMPANY to CITY with interest thereon at the rate of one and one-half
              percent (1.5%) per month from the date such additional Percentage Fee was
              originally due. Failure to provide the documentation necessary for the CITY
              to conduct a complete and accurate audit will be considered a material breach
              of this agreement and shall be subject to the terms described in Paragraph 12.2
              of this agreement.
       4.10   Annual Readjustment. Within fifteen (15) days of receipt of the statement
required in Subsection 4.8a, CITY shall prepare and submit to COMPANY a statement
showing the total Percentage Fee for the applicable twelve (12) month period; if the sums
paid by COMPANY during said period exceed the Minimum Annual Guarantee or the



                                             13
Percentage Fee payments, whichever is greater, such overpayment shall be credited to the
next monthly fees thereafter due from COMPANY. In the event COMPANY is not a selected
concessionaire for automobile rental services after the expiration of this Agreement, a
payment will be made to COMPANY, within thirty (30) working days, for any excess
balance deposited with CITY at the time of Agreement termination.
       4.11    Place of Payments, Reports and Forms. Payments, Reports and Forms will be
provided to the CITY at Boise Airport, Attn: Accounting, 3201 Airport Way, Suite 1000,
Boise, Idaho 83705.


  SECTION 5 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING
                              AND EQUIPPING OF PREMISES
       5.1      Improvements by CITY. CITY shall provide existing counter shells in the
Automobile Rental Lobby area of the Terminal Building, as shown on Exhibit A; and the
existing Ready/Return spaces and Kiosks as shown on Exhibit B. [Should there be an eighth
operator--- CITY shall utilize CFC funds to provide a counter shell, expanded pneumatic
tube system, additional kiosk and expanded Ready/Return lot, including stall identification
signage supports and blanks, if required. Said improvements shall be completed on or before
March 1, 2010.]
        5.2    Installations by COMPANY. [ language for eighth operator] COMPANY
shall, without cost to CITY, promptly commence and complete the installation of all
improvements and trade fixtures for the counter and office space, as are necessary for the
customary operation of automobile rental services, including furniture, fixtures, carpet, and
equipment, all of which shall be high quality, meet all code requirements, and shall be
approved by the Airport Director or his designee, in writing, prior to installation.
   Upon completion of improvements provided by the COMPANY, which shall be
completed on or before March 1, 2010, the COMPANY will provide the Airport with as-built
drawings and construction documentation certifying that the work has been completed in
accordance with the Airport’s approvals and all required CITY permits and inspections.
Along with this documentation, COMPANY shall provide a statement of cost for said
improvements, with attached support documentation, including Contractor invoices, in a
format deemed acceptable to the Airport Director or his designee. Within forty-five (45)



                                               14
days of the receipt of said statement, COMPANY shall be reimbursed a maximum of twenty-
five (25) dollars per square feet of counter/office Premises from the CFC Fund.
COMPANY shall be responsible for funding of any trade fixtures, communication equipment
and brand identification signage in counter and office area and Ready/Return Lot and Kiosk.
        5.3   Alterations and Improvements. COMPANY shall not install or erect
additional, nonstructural improvements on the Airport, or alter, change, or make other
improvements unless and until plans and specifications for such additional alterations or
improvements shall have been submitted to and approved in writing by the Airport Director
or his designee. Any such alterations or improvements shall be without cost to CITY. All
alterations, improvements and physical additions of any kind to the Premises which are made
by COMPANY shall become a part of said Premises and property of the CITY.
       5.4    Demolition of Improvements. COMPANY shall not remove or demolish, in
whole or in part, any improvements or physical additions to the Premises without prior
written approval by CITY.

        5.5   No Liens or Encumbrances. COMPANY shall well, truly and promptly pay
or satisfy the just and equitable claims of all persons who have performed labor or furnished
material by it or on its behalf for construction of any improvements required under this
Agreement and all bills, costs or claims of whatever kind, which may at law or equity,
become a lien upon said work, or a claim against CITY; provided, however, that COMPANY
may contest the amount or validity of any claim without being in default of this Agreement
upon furnishing security satisfactory to counsel for CITY, guaranteeing such claim will be
properly discharged forthwith if such contest is finally determined against COMPANY.


                   SECTION 6 - MAINTENANCE AND JANITORIAL
       6.1    CITY's Obligations.
       a.     CITY agrees that it will with reasonable diligence maintain, operate, and keep
              in good repair the Terminal Building, and all appurtenances, facilities, and
              services now or hereafter connected thereto.
       b.     CITY shall provide building shell and HVAC maintenance and utilities within
              the Terminal Building and Ready/Return Lot.
       c.     CITY shall maintain the light poles and fixtures in the Ready/Return Lot.


                                             15
d.    CITY shall provide snow removal/deicing on center drive aisle only in
      Ready/Return Lot.
e.    CITY shall provide maintenance for normal wear and tear only on Kiosks and
      Pneumatic Tube System. All other maintenance on those improvements shall
      be at COMPANYs expense.
f.    CITY will provide common-use garbage disposal compacters adjacent to the
      Terminal Building and Ready/Return Lot which COMPANY may utilize to
      dispose of garbage generated by COMPANY'S airport business.
g.    All maintenance and janitorial, of any kind, provided by CITY, will be
      provided at the sole discretion of the CITY.
6.2   COMPANY's Obligations.
a.    Except for maintenance within the Terminal Building and Ready/Return Lot,
      as provided by CITY in Section 6 above, COMPANY shall be obligated,
      without cost to CITY, to maintain the leased premises, including counter
      space, office areas, Ready/Return spaces, including any necessary snow/ice
      removal and paint striping, Kiosk, pneumatic tube system and all parts thereof
      in good appearance, repair, and clean, safe condition whether installed by
      COMPANY or by CITY.
b.    COMPANY shall provide a complete and proper arrangement for the
      adequate sanitary handling of all trash, garbage, and other refuse caused as a
      result of its operation of the counter/office space and Ready/Return Lot and
      shall provide for its timely removal. COMPANY shall provide and use
      approved receptacles for all garbage, trash, and other refuse on or in
      connection with the use of its counter/office space area, and Ready/Return
      Lot. Piling of boxes, cartons, barrels, or other similar unsightly items in or in
      view of a public area or roadways shall not be permitted.
c.    COMPANY shall supply its own janitorial service and maintenance services
      in its leased premises. Should COMPANY fail to clean and maintain its leased
      premises, within ten (10) days after receipt of written notice by CITY to
      comply with this section, CITY may enter the premises and perform such
      janitorial service and maintenance and COMPANY shall reimburse CITY for



                                     16
      actual charges incurred plus a twenty percent (20%) administrative charge.
      Said payment shall be made at the office of the CITY, or such other place as
      the CITY may designate in writing, within fifteen (15) days of receipt of
      CITY's invoice.


                SECTION 7 - STANDARDS OF SERVICE
7.1   Hours of Operation. COMPANY shall be open for business, have vehicles for
      rental, and accept rental returns seven (7) days a week, including all holidays,
      consistent with hours of scheduled air carrier operations and demand. Any
      changes to the hours of operation require written approval of the Airport
      Director or his designee. Said approval shall be at the Airport Directors sole
      discretion.
7.2   Type of Operation.
a.    COMPANY shall provide all services under this Agreement on a
      nondiscriminatory basis, as defined in Section 20 of this agreement, to all
      users of the Airport. COMPANY shall maintain and operate the Premises in a
      first-class manner and shall keep them in a safe, clean, orderly, and inviting
      condition at all times, satisfactory to CITY. Service shall be prompt,
      courteous, and efficient.
b.    COMPANY shall maintain, at all times and at its own expense, an adequate
      number of vehicles, at Airport Directors sole discretion, on the Airport to meet
      the reasonable public demand. Only fully-operational, well-maintained,
      licensed vehicles shall be used by COMPANY in the performance of the
      privileges granted hereunder. Concessionaire agrees that at no time will it use
      automobiles whose year model is more than three (3) years older than the
      current year model for each vehicle type provided.
c.    COMPANY and its agents and employees shall not engage in open or public
      disputes, disagreements, or conflicts tending to deteriorate the quality of the
      automobile rental service of COMPANY and its compatibility with the best
      interests of the public at the Airport.




                                      17
       d.      The solicitation and/or advertising of the automobile rental operation, on
               premises at the Airport, shall be confined to previously approved signs and
               advertising displays in permitted locations, and answering inquiries regarding
               COMPANY's services and facilities, which activity shall be restricted to the
               leased area occupied by COMPANY's service counter in the Terminal
               Building and Kiosk in the Ready/Return Lot. COMPANY shall prohibit and
               restrain its employees, agents, servants or other representatives from personal
               solicitation for the services offered by it, or other businesses, on or about the
               Airport premises.
       7.3     Manager. The management, maintenance and operation of privileges under
this Agreement shall, at all times, be under the supervision and direction of an active,
qualified, competent, and experienced manager representing COMPANY, who shall be
subject at all times to the direction and control of COMPANY. COMPANY will cause such
manager to be assigned a duty station or office on the Premises at which he or she shall be
available during normal business hours; and COMPANY will, at all times during the absence
of such manager, assign or cause to be assigned a qualified subordinate to be in charge of the
Premises, services, and facilities and to be available on the Premises and to act for the
Manager in his or her absence.
       7.4     Personnel.
       a.      COMPANY shall, in the operation of the services under this Agreement,
               employ or permit the employment of only such personnel as will ensure a high
               standard of service to the public. All such personnel, while on duty, shall be
               clean, neat in appearance, and courteous at all times and shall be appropriately
               attired, with uniforms in such instances as are appropriate. No personnel
               employed by COMPANY while on or about the Premises shall use improper
               language, act in a loud, boisterous or otherwise improper manner, or be
               permitted to solicit business in an inappropriate manner. All speed limits on
               airport roads and roadways leading to and from will be complied with by all
               COMPANY's employees.
        b.     COMPANY shall maintain stringent oversight of attendants and employees to
               ensure the maintenance of a high standard of service to the public. Upon



                                              18
                notification of a violation of this paragraph by the Airport Director,
                COMPANY will take all necessary steps to remedy said violation or problem.
                COMPANY shall take all proper steps to discipline employees who
                participate in acts or omissions of misconduct while on duty. CITY does not
                allow or tolerate illicit drug or alcohol use on CITY property, nor does it
                allow persons to work while under the influence of drugs or alcohol. CITY
                shall exercise an option to require COMPANY to prohibit any COMPANY
                employee who fails to abide by CITY standards in this subsection from
                working at COMPANY'S Premises at the Airport.
       7.5      Representation of Pricing. COMPANY shall not misrepresent to the public its
prices or terms and provisions of its rental agreements or those of its competitors.
COMPANY shall comply with all applicable rules and regulations of the Federal Trade
Commission and all other governmental agencies having jurisdiction thereof. COMPANY
shall fully inform each customer, prior to the execution of such customer’s rental agreement
contract, of all rates and fees applicable to such customer’s rental. COMPANY Personnel
shall not refer to any rents, fees or charges required to be paid to Airport hereunder as an
airport tax or customer tax. COMPANY is required to recover the Percentage Fee as a
separate line item on the invoice for the customer contract, and shall label it as the “Rental
Car Concession Fee”, which shall not exceed ten percent (10%) of the Gross Revenues for
that customer contract.
       7.6      Diversion. COMPANY shall not knowingly divert any automobile rental
business generated at the Airport to another location in or near the City of Boise,
acknowledging that said diversion would limit and reduce the lawful revenue due to CITY.
       7.7      Gasoline, Auto Repair, and Parking Services. COMPANY shall not, except
where authorized in writing by the CITY, sell fuel to any other person/entity or service, park
or store any vehicles other than those rental cars used by COMPANY in its business at the
Airport.     Should any such activities be approved by CITY, the business transactions
therefrom shall be subject to the requirements of this Agreement and Gross Revenues
therefrom shall be subject to the payment by COMPANY of the same Percentage Fee on
Gross Revenues as for Airport automobile rental concession operations, unless another fee is
agreed upon and incorporated in this Agreement by written amendment.



                                             19
       7.8      Sale of Automobiles. COMPANY shall neither advertise the sale of, show
nor sell automobiles on the Airport.
       7.9      Trade Name.       COMPANY shall operate the concession and, without
limitation, maintain all its signage under a single trade name at all times.
       7.10     Location of Service Center. COMPANY shall maintain its rental automobiles
at a service center located on or reasonably near the Airport.
       7.11     Compliance with Service Standards. Noncompliance by COMPANY with the
Service Standards set forth in this Section shall constitute a material breach of this
Agreement, and, in the event of such noncompliance or continued noncompliance shall
constitute an event of default. CITY shall have the right to terminate this Agreement without
liability therefore or shall have the right to judicially enforce the operational assurances and
requirements.


                           SECTION 8 - LICENSES AND TAXES
       COMPANY covenants and agrees to obtain all proper licenses or permits for the
operation of its business hereunder, and to pay all taxes assessed or imposed by any
governmental authority upon the fees, rentals, and charges and upon the land, the Premises,
personal property, vehicles, equipment, or any improvements erected or installed thereon.
The preceding sentence also includes timely payment of federal and state income and sales
taxes, franchise taxes or fees. COMPANY shall, after notifying CITY of its intention so to
do, have the right to contest in good faith by all appropriate proceedings, the amount,
applicability, or validity of any such tax, or assessment. In the event that COMPANY shall
fail to timely pay any of the foregoing items required by this Section to be paid by
COMPANY, COMPANY will be considered to be in breach of this agreement under
Subsection 12.2g of this agreement.


    SECTION 9 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE
       9.1      Indemnification. COMPANY agrees to indemnify CITY and its respective
officers, directors, officials, agents, employees and/or subdivisions (collectively the City)
against all claims, demands, suits, damages of every kind, interest, attorney fees, and costs
which arise out of or relate to injuries or death to persons or damage to property caused by or



                                               20
related to either COMPANY's use, maintenance, or occupancy of the leased premises or the
acts or omissions of its agents or employees. Such indemnification shall not include damage
or loss occasioned by the sole negligence of CITY's employees. COMPANY shall give CITY
prompt notice of any claim or suit which in any way affects or might affect CITY, and CITY
shall have the right to compromise and defend the same to the extent of its own interest.
COMPANY, waives its rights for all claims, including subrogation claims, for recovery
against CITY, for any loss or damage to real and personal property or to its employees.
       9.2    Insurance.
       a.     COMPANY shall maintain in force during the Term commercial general
              liability, bodily injury and property damage insurance in comprehensive form
              including but not limited to blanket contractual liability coverage for liability
              assumed under this Agreement and all contracts relative to this Agreement,
              products, completed operations liability for the duration of the Agreement,
              independent contractors coverage, broad form property damage with any
              excess liability in umbrella form, with such coverage and limits as reasonably
              may be required by CITY from time to time, but in no event for less than the
              sum of Three Million Dollars ($3,000,000) combined single limit. The
              insurance shall be issued by an insurer licensed to do business in the State of
              Idaho.
       b.     COMPANY shall maintain in force during the Term business, automobile,
              liability insurance for all owned, non-owned and hired vehicles with a
              minimum combined single limit of One Million Dollars ($1,000,000) for
              bodily injury and property damage.
       c.     COMPANY shall maintain in force during the Term workers compensation
              and employers liability coverage with limits consistent with the statutory
              requirements of the State of Idaho.
       d.     Concurrent with the execution of this Agreement, COMPANY shall provide
              proof of insurance coverage by providing a certificate of COMPANY's
              insurance coverage, a copy of the declarations page of the insurance policy,
              and a copy of all endorsement(s) applicable to the insurance required herein.




                                             21
     The certificate(s) of insurance, or endorsement(s) attached thereto, shall
     provide that
            1.      The insurance coverage shall not be canceled, changed in
                    coverage, or reduced in limits without at least thirty (30) days
                    prior written notice to CITY; and
            2.      CITY, and its agents, officers, servants, and employees are
                    named as additional insureds; and
            3.      The policy shall be considered primary as regards any other
                    insurance coverage CITY may possess, including any self-
                    insured retention or deductible CITY may have, and any other
                    insurance coverage CITY may possess shall be considered
                    excess insurance only; and
            4.      The limits of liability required therein are on an occurrence
                    basis; and
            5.      The policy shall be endorsed with a severability of interest or
                    cross-liability endorsement, providing that the coverage shall
                    act for each insured and each additional insured, against whom
                    a claim is or may be made in a manner as though a separate
                    policy had been written for each insured or additional insured;
                    however, nothing contained herein shall act to increase the
                    limits of liability of the insurance company.
e.   Any deductibles must be declared in writing to and approved by CITY. At the
     option of CITY, either
     1.     COMPANY shall reduce or eliminate such deductibles as respects
            CITY; or
     2.     COMPANY shall procure a bond equal to the amount of such
            deductibles or self-insured retentions guaranteeing payment of losses
            and related investigations, claims administration and defense expenses
            (including attorneys' fees, court costs and expert fees).
f.   If the insurance coverage required herein is canceled, changed in coverage or
     reduced in limits, COMPANY shall, within fifteen (15) days, but in no event



                                    22
              later than the effective date of cancellation, change or reduction, provide to
              CITY a certificate showing that insurance coverage has been reinstated or
              provided through another insurance company. Upon failure to provide such
              certificate, without further notice and at its option, CITY may, in addition to
              all its other remedies procure insurance coverage at COMPANY's expense
              whereupon COMPANY promptly shall reimburse CITY for such expense.
       g.      The CITY reserves the right to modify its insurance requirements to reflect
              operational and market conditions.
       h.     In the event that COMPANY shall at any time fail to provide CITY with the
              insurance required herein, CITY may immediately terminate this Agreement.
       i.     The limits of the COMPANY’s insurance policies shall not, in any manner, be
              deemed as a limitation to the COMPANY’s obligation to indemnify, protect,
              defend and hold harmless CITY as specified in this Agreement.


                      SECTION 10 - PERFORMANCE GUARANTEE
       Concurrently with execution of this Agreement, COMPANY shall obtain and deliver
to CITY, unless specifically waived in writing by CITY, a good and sufficient corporate
surety company bond or a bank irrevocable letter of credit ("Security Assurance") renewable
for the Term of this Agreement. Said Security Assurance shall serve the purpose of securing
payment of all sums payable by COMPANY to CITY hereunder will be forfeited in whole or
in part to satisfy a COMPANY liability in the event of COMPANY’s failure to pay any rates,
rentals, fees or charges of whatsoever nature due CITY and conditioned to ensure the faithful
and full performance by COMPANY of all its covenants, Terms, conditions and obligations
of this Agreement.
       Upon request of CITY, COMPANY shall restore the Security Assurance to its
original Amount.     The Security Assurance in an amount of fifty percent (50%) of the
Minimum Annual Guaranteed Concession Fee shall remain in full force and effect during the
Term and any extended period thereof. The form, provisions and nature of the Security
Assurance, and the identity of the surety, insurer or other obligor, shall be subject to the
approval of CITY.      In the event that CITY and COMPANY hereafter agree to any
amendment or modification of this Agreement, COMPANY shall, if required by the Terms



                                             23
of the Security Assurance, obtain the consent of the surety, insurer or other obligor
hereunder, as the case may be, and shall adjust the amount of the Security Assurance to
reflect a change in the rentals, fees or charges payable by COMPANY hereunder. The
failure of COMPANY to furnish (and keep in full force and effect) the Security Assurance, to
renew the same, to adjust the amount thereof, or to obtain the consent of surety, insurer or
obligor as heretofore set forth, shall constitute an event of default under this Agreement.

      SECTION 11 - DAMAGE OR DESTRUCTION OF PREMISES IN TERMINAL
                                          BUILDING
       11.1    Repair of Damage. If all or a portion of the Terminal Building, Ready/Return
Lot, Kiosks or Pneumatic Tube System Premises is partially damaged by fire, explosion, the
elements, public enemy, or other casualty, the same will be repaired with due diligence by
CITY subject to the limitations of Subsection 11.2; provided, however, that if the damage is
caused by the act or omission of COMPANY, its sublessees, agents, or employees, to the
extent that such damage or destruction is not covered by insurance, COMPANY shall be
responsible for reimbursing CITY for all costs and expenses incurred in such repair.
COMPANY shall also be responsible for reimbursement of lost revenue from other airport
tenants affected by the damage caused by the negligent act or omission COMPANY.
       11.2    Limits of CITY's Obligations Defined. It is understood that, in the application
of the foregoing Subsection 11.1, CITY's obligations shall be limited to repair or
reconstruction of the Terminal Building Premises to the same extent and of equal quality as
obtained at the commencement of operations hereunder. Redecoration and replacement of
furniture, fixtures, equipment, and supplies shall be the responsibility of COMPANY and any
such redecoration and refurnishing/re-equipping shall be of equivalent quality to that
originally installed hereunder.


                              SECTION 12 - CANCELLATION
       12.1    Cancellation by COMPANY. COMPANY may cancel this Agreement and
terminate all its obligations hereunder upon sixty (60) days advance written notice, upon or
after the happening of one or more of the following events and provided that COMPANY is
not in default in the payment of any fees, charges or taxes to CITY:



                                               24
       a.      The permanent abandonment of the Airport as an airline terminal or the
               permanent removal of all certificated passenger airline service from the
               Airport.
       b.      The inability of COMPANY to use the Airport for a period of longer than
               ninety (90) days, because of the issuance of any order, rule, or regulation by a
               competent governmental authority or court having jurisdiction over
               COMPANY or CITY, preventing COMPANY from operating its automobile
               rental business; provided, however, that such inability or such order, rule or
               regulations is not due to any fault of COMPANY.
       c.      The material breach by CITY in the performance of any covenant or
               agreement herein required to be performed by CITY and the failure of CITY
               to initiate a remedy for such breach for a period of sixty (60) days after receipt
               from COMPANY of written notice to remedy the same.
       12.2    Cancellation by CITY. CITY may cancel this Agreement and terminate all of
its obligations hereunder at any time that CITY is not in default, upon or after the happening
of any of the following events:
       a.      COMPANY shall file a voluntary petition in bankruptcy; or
       b.      Proceedings in bankruptcy shall be instituted by creditors against COMPANY
               and COMPANY is thereafter adjudicated bankrupt pursuant to such
               proceedings; or
       c.      A court shall take jurisdiction of COMPANY and its assets pursuant to
               proceedings brought under the provisions of any federal reorganization act; or
       d.      A receiver of COMPANY's assets shall be appointed; or
       e.      COMPANY voluntarily abandons the conduct of its automobile rental
               concession at the Airport for a period of thirty (30) days, except if such is due
               to a labor strike or labor dispute in which COMPANY is involved; or
       f.      Any assignment of COMPANY for the benefit of its creditors; or
       g.      The material breach by COMPANY of any of the covenants or agreements
               herein contained and the failure of COMPANY to remedy such breach as
               hereinafter provided. In this regard it is understood that nonpayment of fees,
               charges or taxes hereunder is a material breach. In the event of such material



                                              25
               breach, CITY shall give to COMPANY notice in writing to correct such
               breach and if such breach shall continue for fifteen (15) days after the receipt
               of such notice by COMPANY, CITY may, after the lapse of said fifteen (15)
               day period, cancel this Agreement, without forfeiture, waiver, or release of
               CITY's rights to any sum of money due or to become due under the provisions
               of this Agreement.
       h.      The lawful assumption by the United States Government, or any authorized
               agency thereof, of the operation, control or use of the Airport and facilities, or
               any substantial part of parts thereof, in such manner as to substantially restrict
               COMPANY, for a period of at least thirty (30) days, from its Airport
               operation.
       i.      As landlord and creditor, CITY retains the right to use any and all remedies at
               law or equity to protect its position and potential recovery against
               COMPANY in the event of COMPANY'S breach of this Agreement, and such
               remedies are cumulative with all other remedies mentioned in this Agreement.
       12.3    Termination and Reletting. Should there occur an early termination of this
Agreement pursuant to the terms of Subsection 12.2 hereof, CITY shall have the right to
re-enter the leased Premises, make repairs as necessary, and enter into another agreement for
the Premises and privileges, or any part thereof, for the remainder of the term hereof. In the
event of such early termination, COMPANY shall remain liable to the CITY for the full
amount of all fees and charges, except the Minimum Annual Guarantee under Subsection
4.3a, and shall continue to pay the same or such part thereof that remains unpaid after the
application of the fees and charges collected by CITY from such other agreement for the
Premises and privileges or any part thereof. COMPANY shall remain liable for such
payments until another agreement is entered into, CITY's responsibility being in mitigation
of damages as provided herein. CITY will make best efforts to enter into a similar agreement.
       12.4     Notice of Termination. If any of the events enumerated in Subsections 12.1
and 12.2 shall occur and after due notice the defaulting party has failed to cure or correct
same, the complaining party may, at any time thereafter during the continuance of said
default, terminate this Agreement by notice in writing, such cancellation and termination to
be effective sixty (60) days from the date specified in such notice.



                                               26
                          SECTION 13 - EMPLOYEE PARKING
       CITY shall provide COMPANY's employees, in common with other employees of
tenants and users of the Terminal Building, with vehicular parking space in an existing
employee parking area and may charge said employees the posted rate. COMPANY’s
employees may not park in Ready/Return vehicle spaces.


                               SECTION 14 - EXCLUSIVITY
       COMPANY's rights to provide automobile rental services at the Airport shall be non-
exclusive. During the term of the Agreement, the CITY may replace with another operator,
any automobile rental concessionaire whose agreement is terminated for any reason, but shall
not increase the number of on-Airport automobile rental concessions at the Airport beyond
the number originally awarded unless approved by CITY under policies in place at the time
this Agreement is executed. A Non-Exclusive Automobile Rental Concession and Lease
Agreement shall not be granted to another automobile rental concession on terms more
favorable than the present concessionaires. In no event will the minimum annual guarantee
for a replacement automobile rental concession be less than one hundred twenty-five
thousand dollars ($125,000.00).


                        SECTION 15 - NONWAIVER OF RIGHTS
       Continued performance by either party hereto pursuant to the terms of this Agreement
after a default of any of the terms, covenants, and conditions herein contained to be
performed, kept, or observed by the other party hereto shall not be deemed a waiver of any
right to cancel this Agreement for any subsequent default; and no waiver of any such default
shall be construed or act as a waiver of any subsequent default.


           SECTION 16 - ASSIGNMENT, SUBLETTING, AND SURRENDER
       Except as otherwise provided herein, COMPANY shall not at any time assign or
convey this Agreement, or any part thereof, without the prior written consent of CITY or
sublet any part of the Premises; provided, however, that COMPANY may assign this
Agreement to any approved person, firm, or corporation with which COMPANY may merge



                                              27
or consolidate or which may succeed to the business of COMPANY; and provided further
that, with permission of CITY, COMPANY may surrender any of its ready and return spaces
to CITY, in which event CITY is free to allocate said spaces to any other automobile rental
company or companies authorized to operate a automobile rental concession on the Airport
under an agreement similar to this Agreement.


                       SECTION 17 - INSPECTION OF PREMISES
       CITY or its duly authorized representatives, employees, agents, or other persons for
it, may enter upon said Premises at any and all reasonable times during the term of this
Agreement for the purpose and conditions hereof or for any other purpose incidental to rights
of CITY.


                           SECTION 18 - QUIET ENJOYMENT
       CITY agrees that COMPANY, upon payment of the fees and charges and all other
payments to be paid by COMPANY under the terms of this Agreement, and upon observing
and keeping the agreements and covenants of this Agreement on the part of COMPANY to
be observed and kept, shall lawfully and quietly hold, occupy, and enjoy the Premises.


                          SECTION 19 - NONDISCRIMINATION
       To the extend required by law, COMPANY, for itself, its personal representative,
successors in interest and assigns, as a part of the consideration hereof, does hereby covenant
and agree as a covenant running with its rights and privileges granted under this Agreement,
as follows:
       a.      No person, whether the recipient of services, and employee or an applicant
               for employment, on the grounds of race, religion, sex, color, age, physical
               handicap, marital status, sexual preference, physical appearance or national
               origin shall be excluded from participation in, denied the benefits of, or be
               otherwise subjected to discrimination in the use of COMPANY's facilities and
               services; and
       b.      COMPANY agrees that in the construction of any improvements on, over or
               under Airport land and that in the furnishing of its services to the general



                                              28
               public at the Airport, no person on the grounds of race, religion, sex, color,
               age, physical handicap, marital status, sexual preference, physical appearance
               or national origin shall be excluded from participation in, denied the benefits
               of, or otherwise be subjected to discrimination in such services; and
       c.      COMPANY shall use the Airport premises in compliance with all other
               requirements imposed by or pursuant to Title 49, Code of Federal
               Regulations, Department of Transportation, Subtitle A, Office of the
               Secretary, Part 21, Nondiscrimination in federally-assisted programs of the
               Department of Transportation Effectuation of Title VI of the Civil Rights Act
               of 1964, and as said Regulations may be amended.


                           SECTION 20 - DBE REQUIREMENTS
       20.1    DBE Participation. In accordance with Regulations of the U.S. Department of
Transportation, 49 CFR Part 23, the Airport has implemented an Airport Concession
Disadvantaged Business Enterprise (ACDBE) Program under which qualified firms may
have the opportunity to operate an airport business. COMPANY agrees that it will comply
with any applicable provisions of the ACDBE Program approved by the Federal Aviation
Administration and shall comply fully with the reporting provisions outlined herein.
       COMPANY shall not discriminate against any business owner because of the owner's
race, color, national origin, or sex in connection with the award or performance of any
concession agreement covered by 49 CFR Part 23. COMPANY will include the provisions of
this Section in any authorized subcontract and cause subcontracts to similarly include such
provisions in further subcontracts.
       COMPANY shall cooperate with the Airport in the Airport’s policies to ensure that
contracting, subcontracting and purchasing opportunities available under this Agreement are
accessible and available to all qualified business owners, including ACDBEs.
       20.2    DBE Reporting Requirements.
       COMPANY shall submit such reports as may be required by CITY in the form
specified by CITY for the purpose of demonstrating compliance with this section.
In order to ensure compliance, COMPANY agrees to the following:




                                              29
       a.      Within sixty (60) days after the expiration of each twelve (12) month contract
               period during the term of this Agreement, COMPANY will furnish CITY with
               a verified report, in the form acceptable to CITY (See attached DBE
               Attainment Report – Exhibit C) prepared and signed by an authorized
               management officer of COMPANY describing the total dollar amount of its
               purchases or leases of goods and services purchased for its operation under
               this Agreement. The report shall also list the total amount of goods and
               services purchased or lease from DBE firms certified by the State of Idaho
               Equal Employment Opportunity Office for the COMPANY’s operation under
               this Agreement during that previous twelve (12) month contract period.
       b.      COMPANY proposed an annual goal of ____ percent DBE participation. If
               COMPANY does not meet this goal, along with the above required report, it
               shall provide documentation, in form acceptable to Airport, of its good faith
               efforts during such operating year to obtain additional DBE providers of
               goods and services.
       c.      COMPANY shall also provide such additional information to the CITY,
               including and DBE participation in direct ownership of the COMPANY’s
               business, as the Airport may reasonably request in order to permit the CITY to
               comply with the requirement of the ACDBE Program.
       20.3    Good Faith Effort. "Good faith efforts" are those efforts that could reasonably
be expected to result in DBE goal attainment. COMPANY shall actively seek to obtain DBE
participation and shall document those efforts. Efforts that are merely "pro forma" are not
considered "good faith efforts" in meeting DBE goals. Efforts to obtain DBE participation
are not good faith efforts to meet the goals, if, given all circumstances, the efforts could not
reasonably be expected to produce a level of DBE participation sufficient to meet the goals.
In determining whether or not the COMPANY has made such good faith efforts, some of the
factors the CITY will consider are the following:
       a.      Whether COMPANY provided written notice by certified mail to a reasonable
               number of specific DBEs that their interest in the provisions of this Section
               was being solicited;




                                              30
       b.        Whether COMPANY followed up initial solicitations of interest by contacting
                 DBEs to determine with certainty whether the DBEs were interested;
       c.        Whether COMPANY identified reasonable services to be performed by DBEs
                 in order to increase the likelihood of meeting the good faith efforts;
       d.        Whether COMPANY provided interested DBEs with adequate information
                 about the requirements of the provisions of this Section;
       e.        Whether COMPANY negotiated in good faith with interested DBEs, not
                 rejecting DBEs as unqualified without sound reasons based on a thorough
                 investigation of their capabilities;
       f.        Whether COMPANY made efforts to assist interested DBEs in obtaining
                 bonding, lines of credit, or insurance required by the CITY;
       g.        Whether COMPANY effectively used the services of available minority
                 community organizations: minority advisory groups; local, state and federal
                 minority business assistance offices; and other organizations that provide
                 assistance in the recruitment and placement of DBEs;
       h.        Whether the scope of work submitted by COMPANY to any DBE
                 concessionaire, DBE contractor, DBE subcontractor, or DBE supplier, either
                 directly or indirectly, was intended to achieve, in whole or in part, the
                 specified DBE participation;
       i.        Whether the replies or quotes from DBEs in response to scopes of work
                 submitted to them by COMPANY, either directly or indirectly, were fair and
                 responsive;
       j.        Whether COMPANY contacted CITY for assistance in meeting the
                 COMPANY'S DBE goals;
       k.        Whether COMPANY identified and utilized any other efforts, deemed
                 acceptable by the CITY, to comply with provisions of this Section.
       20.4      COMPANY'S Certification as a DBE. If COMPANY is a certified DBE, then
the participation goal shall be deemed to be met. Any changes in COMPANY'S certification
or status shall be immediately reported to the CITY. If COMPANY is decertified as a DBE,
then CITY reserves the right to require compliance with the proposal goal of 1 percent DBE
participation.



                                                 31
                       SECTION 21 - HAZARDOUS SUBSTANCES
       No goods, merchandise, or material shall be kept, stored, or sold in or on Premises
which are explosive or hazardous; and no offensive or dangerous trade, business, or
occupation shall be carried on therein or thereon except as expressly allowed in this
Agreement. Nothing shall be done on said Premises, other than as is provided for in this
Agreement, which will increase the rate of or suspend the insurance upon said Premises or to
structures of CITY.


                      SECTION 22 - ENVIRONMENTAL PROVISIONS
       The COMPANY shall not use, store, transport, or dispose of any fuels, oil, grease,
lubricants, or other Hazardous Materials to, from, within, or upon the Premises in a manner
which violates any Federal, State or Local Laws. The CITY, by it officers, employees,
agents, representative, contractor and furnishers of utilities and other services, shall have the
right at all reasonable times to enter the COMPANY's Premises for the purpose of inspecting
the same, for emergency repairs to utilities systems, for environmental testing, and for any
other purpose necessary for or incidental to or connected with the performance of the CITY's
obligations hereunder, or in the exercise of its governmental functions or in the CITY's
capacity as Airport owner. The CITY shall, to the extent permitted under applicable law,
preserve the confidentiality of all information obtained through such inspections, unless the
COMPANY has consented to disclosure or has publicly released such information. The
COMPANY agrees to defend, indemnify and hold harmless the CITY, its elected and
appointed officials, officers, agents and employees, from and against any and all loss; claim;
liability; damages; injunctive relief; injuries to person, property or natural resources; cost;
expense; interest; attorney fees; action or cause of action; or administrative proceedings
arising as a result of action or inaction by the COMPANY, its employees, agents or
contractors in connection with the release, threatened release or presence of any Hazardous
Material at the Premises, whether foreseeable or unforeseeable regardless of the source of
such release or threatened release or when such release or threatened release or presence
occurred or is discovered. The foregoing indemnity includes, without limitation, all costs in
law or in equity of removal, clean-up, remediation of any kind and disposal of such



                                               32
Hazardous Materials, all costs of determining whether the CITY is in compliance and
causing the CITY to be in compliance with all applicable Federal, State and Local Laws or
Regulations and all costs associated with claims for damages to persons, property or natural
resources and all fines, civil penalties or assessments levied on the CITY due to hazardous
materials on the Premises resulting from action or inaction by the COMPANY, its
employees, agents or contractors.
       The COMPANY shall, in conducting any activity or business on the Premises,
including environmental response or remedial activities, comply with all Federal, State and
Local Laws or Regulations, including but not limited to Federal, State and Local Laws or
Regulations regarding the generation, storage, use, transportation and disposal of solid
wastes, Hazardous Materials, Special Wastes or other contaminants and regarding releases or
threatened releases of Hazardous Materials, Special Wastes or other contaminants into the
environment.
       The COMPANY, at the request of the CITY, shall make available for inspection and
copying upon reasonable written notice and at reasonable times, any or all of the documents
and materials the COMPANY has prepared pursuant to any Federal, State and Local Laws or
Regulations or submitted to any governmental regulatory agency; provided, that such
documents and materials related to environmental issues or Federal, State and Local Laws or
Regulations and are pertinent to the CITY or the Premises. If any Federal, State and Local
Laws or Regulations require the COMPANY to file any notice or report of a release or
threatened release of Hazardous Materials or Special Wastes on, under or about the Premises
or the Airport, the COMPANY shall provide a copy of such report or notice to the CITY and,
to the extent practicable, shall receive the approval of the CITY prior to submitting such
notice or report to the appropriate governmental agency. The CITY shall have access to the
Premises, during regular business hours and accompanied by an employee of COMPANY, to
inspect the same in order to confirm that the COMPANY is using the Premises in accordance
with all of the Federal, State and Local Laws or Regulations.
       If the COMPANY fails to comply with any applicable Federal, State and Local Laws
or Regulations, the CITY, in addition to its rights and remedies provided below, may enter
the Premises and take all reasonable and necessary measures, at the COMPANY's expense to
ensure compliance with Federal, State and Local Laws or Regulations.



                                             33
       In the event of a release or threatened release of Hazardous Materials, Special Wastes
or other contaminants into the environment relating to or arising out of the COMPANY's use
or occupancy of the Premises or in the event any claim, demand, action or notice is made
against the COMPANY regarding the COMPANY's failure or alleged failure to comply with
any Federal, State and Local Laws or Regulations, the COMPANY immediately shall notify
the CITY in writing and shall provide the CITY with copies of any written claims, demands,
notices, or actions so made. The COMPANY shall undertake such steps to remedy and
remove any Hazardous Materials and Special Wastes and any other environmental
contamination as are caused by the COMPANY on or under the Premises, as are necessary to
protect the public health and safety and the environment from actual or potential harm and to
bring the Premises into compliance with all Federal, State and Local Laws or Regulations.
Such work shall be performed at the COMPANY's sole expense after the COMPANY
submits to the CITY a written plan for completing such work and receives the prior written
approval of the CITY, which approval shall not be unreasonably withheld, delayed or
conditioned. Specific clean-up levels for any environmental remediation work shall be
designed to meet all of the applicable Federal, State and Local Laws or Regulations. In the
event that the CITY is named in any enforcement action or lawsuit by any party in
connection with the environmental condition of the Premises caused by the action or inaction
of the COMPANY, the COMPANY shall defend the CITY and indemnify and hold harmless
the CITY from any costs, damages or fines resulting therefrom. Upon termination or
cancellation of this Agreement, as provided for herein, COMPANY shall provide CITY, at
COMPANY's expense, documentation indicating that Premises are free of hazardous
materials contamination as outlined in this Section. Such documentation shall be provided by
a qualified independent expert chosen by the COMPANY and subject to the CITY's
approval, which approval shall not be unreasonably withheld, delayed or conditioned.
COMPANY's indemnity and remediation duties of this Section shall survive cancellation,
termination, or expiration of this Agreement.


              SECTION 23 - FEDERAL STORM WATER REGULATIONS
       COMPANY'S uses of property on the Airport are subject to Federal storm water
regulations as set forth in 40 CFR Part 122. The Airport is located in the Environmental



                                                34
Protection Agency’s Region 10, the Permitting Authority for Idaho. COMPANY agrees to
observe and abide by said regulations and polices and procedures promulgated by CITY. If
requested, COMPANY agrees to participate in any CITY organized task force or other work
group established to coordinate storm water compliance at the Airport.


                                  SECTION 24 - NOTICES
        All notices provided for herein shall be in writing. Any notice permitted or required
to be served upon COMPANY may be served upon it at:




provided, however, that if COMPANY shall give notice in writing to CITY of any change in
said address, then and in such event such notice shall be given to COMPANY at such
substituted address. Any notice permitted or required to be served upon CITY may be served
upon it at:
                       Boise Airport
                       Attn: Property & Contract Administrator
                       3201 Airport Way, Suite 1000
                       Boise, ID 83705

provided, however, that if CITY shall give notice in writing to COMPANY of any change in
said address, then and in such event such notice shall be given to CITY at such substituted
address. Any notice served by mail shall be certified mail, return receipt requested.


                           SECTION 25 - WAIVER OF CLAIMS
        COMPANY hereby waives any claim against the CITY for loss of anticipated profits
caused by any suit or proceedings directly or indirectly attacking the validity of this
Agreement or part thereof, or by any judgment or award in any suit or proceeding declaring
any part of this Agreement null, void, or voidable, or delaying the same, or any part hereof,
from being carried out.




                                              35
                                  SECTION 26 - SECURITY
       CITY shall provide, or cause to be provided, during the term of this Agreement, all
proper and appropriate public fire and police protection similar to that afforded to other
tenants or licensees at the Airport, and it will issue and enforce rules and regulations with
respect thereto for all portions of the Airport. COMPANY shall comply with the Airport
security related directives or instructions and shall have the right, but shall not be obligated,
to provide such additional or supplemental public protection as it may desire, but such right,
whether or not exercise by COMPANY, shall not in any way be construed to limit or reduce
the authority of CITY hereunder.


SECTION 27 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED
                                           STATES
       This Agreement is subject and subordinate to the terms, reservations, restrictions, and
conditions of any existing or future agreements between the CITY and the United States, the
execution of which has been or may be required as a condition precedent to the transfer of
federal rights or property to the CITY for Airport purposes, and the expenditure of federal
funds for the extension, expansion, or development of the Airport. Should the effect of such
Agreement with the United States Government be to take any of the property under lease or
substantially destroy the commercial value of such improvements, CITY shall terminate this
Agreement.


                   SECTION 28 - RIGHTS AND PRIVILEGES OF CITY
       a.      CITY shall have the right to enforce, and adopt from time to time, reasonable
               rules and regulations, which COMPANY agrees to observe and obey, with
               respect to the use of Airport property, Airport Terminal Building and
               appurtenances, provided that such rules and regulations shall not be
               inconsistent with safety, present rules and regulations of the FAA or the
               Transportation Security Administration (TSA), and future changes prescribed
               from time to time by the FAA or TSA.
       b.      COMPANY is aware that its patrons may improperly park its rental cars on
               the Airport and COMPANY acknowledges that CITY has the right and



                                               36
     obligation to issue citations and tow away such improperly parked vehicles so
     as to protect and preserve for the public the orderly flow of traffic at the
     Airport. COMPANY shall be subject to and hereby agrees to cause to be paid
     by its patrons or to promptly pay on their behalf without protest, any and all
     such penalties imposed by such citations and, in addition, to promptly pay the
     charges of any tow services imposed by CITY with respect thereto. Any
     default by COMPANY in payment of said penalties and towing charges shall
     constitute a material breach of this Agreement. If any of COMPANY's
     vehicles are parked in the public parking lots on the Airport, the parking
     operator shall not release said vehicle until the appropriate parking charges
     therefore are paid. COMPANY shall expressly inform its patrons of the
     applicable parking regulations on the Airport and the penalties and towing
     charges for violation thereof for which the patrons and COMPANY are liable.
c.   CITY's Airport Director is hereby designated as its official representative for
     the enforcement of all provisions in this Agreement with full power to
     represent CITY with dealings with COMPANY in connection with the rights
     herein granted.
d.   The Boise City Council, with advice from the Airport Director and Airport
     Commission, shall guide all actions relating to policy determination,
     modification of this Agreement, subsequent permissive authorization under
     this Agreement, termination of this Agreement, and any similar matters
     affecting the terms of this Agreement.
e.   CITY reserves the right to further develop or improve the landing and public
     areas, including Terminal and ramp space, of the Airport as it sees fit,
     regardless of the desires or views of COMPANY, and without interference or
     hindrance.
f.   During the time of war or National Emergency, CITY shall have the right to
     lease the landing area, or any other part of the Airport, to the United States
     Government for military or national use, and if any lease is executed, the
     provisions of this instrument insofar as they are inconsistent with the
     provision of the lease to the Government, shall be suspended.



                                   37
   g.   CITY hereby reserves for the use and benefit of the public, the right of aircraft
        to fly in the airspace overlying the land herein leased, together with the right
        of said aircraft to cause such noise as may be inherent in the operation of
        aircraft landing at, taking off from, or operating on or in the vicinity of
        Airport, and the right to pursue all operations of the Airport.
   h.   CITY reserves the right to take any action it considers necessary to protect the
        aerial approaches of the Airport against obstruction, together with the right to
        prevent COMPANY from erecting, or permitting to be erected, any building
        or other structure on the Airport, which, in the opinion of the CITY, would
        limit the usefulness of the Airport, or constitute a hazard to aircraft and the
        general public.
   i.   CITY may from time to time increase the size or capacity of any such Public
        Aircraft Facilities or Passenger Terminal Building or Common Use Portion of
        the Airport or make alterations thereof or close them or any portions of them,
        either temporarily or permanently, provided notice is given to COMPANY.
   j.   This Agreement at any time may be reopened for renegotiation if FAA Airport
        Certification, 14 CFR Part 139, or TSA Security Requirements, 49 CFR Part
        1542, or any requirement or regulation of the TSA, results in major
        expenditures to CITY due to COMPANY's tenancy on the Airport. If said
        renegotiation is mandated, written notice shall be given to COMPANY thirty
        (30) days prior to such renegotiations.
   k.   Airport Director reserves the right to add, subtract or re-designate parking
        spaces, counter locations and related areas should that be necessary to comply
        with future Airport development plans. CITY will not be liable for the costs
        associated with the moving or reinstallation of COMPANY's equipment,
        fixtures or improvements. CITY will give COMPANY written notice twelve
        (12) months prior to beginning any development provided for by this
        paragraph.


SECTION 29 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND
                     CONSTRUCTION REQUIREMENTS



                                        38
       With respect to any development or construction on the Premises, COMPANY shall
at all times comply with development standards adopted by CITY or the Airport Director.
COMPANY shall also comply with the standard building and fire protection requirements of
CITY relating to construction and shall require its contractors and all subcontractors to
comply therewith.


                  SECTION 30 - TERMS BINDING UPON SUCCESSORS
       All the terms, conditions, and covenants of this Agreement shall inure to the benefit
of and be binding upon the successors and assigns of the parties hereto. The provisions of
this Section shall not be deemed as a waiver of any of the conditions against assignment
herein before set forth.


                              SECTION 31 - TIME OF ESSENCE
       Time is of the essence in the performance of this Agreement.


                      SECTION 32 - AGREEMENT MADE IN IDAHO
This Agreement has been made in and shall be construed in accordance with the laws of the
State of Idaho, Ada County.


                                 SECTION 33 - HEADINGS
       The headings contained herein, including the Table of Contents, are for convenience
in reference and are not intended to define or limit the scope of any provisions of this
Agreement.




                                            39
        IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the dates set forth below.
                                             COMPANY
CITY OF BOISE




Mayor                                        Printed Name:_______________________
                                             Title: ____________________________
Attested City Clerk



                                             Notary

APPROVED AS TO FORM AND CONTENT



Legal                                            Risk Management




                                            40
       EXHIBIT A
AUTOMOBILE RENTAL LOBBY
       Boise Airport




            41
   EXHIBIT B -1
READY/RETURN LOT
     Interim
   Boise Airport




        42
   EXHIBIT B -2
READY/RETURN LOT
       Final
   Boise Airport




  (To Be Inserted)




        43
                                         EXHIBIT C
  AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (DBE)
                     ATTAINMENT REPORT
                          Boise Airport

Automobile Rental Car Brand ____________________________________

Automobile Rental Agency Name ______________________________________

This Company/Business ____is ______is not, a certified DBE firm
(if certified please provide evidence of this certification and percentage of direct DBE
ownership of business) ____% DBE direct ownership of business.

For period from October 1, 20          to September 30, 20 __
Gross Receipts/Revenues for this Period                   $______________________
Concession Fees paid to Airport for this Period           $______________________

Total Goods & Services purchased or leased for Boise Airport operation for this Period
                                                         $______________________
Dollar Value of Goods & Services purchased or leased from certified DBE firms for Boise
Airport operation for this Period (insert below)
                                                                           Amount
DBE Name                                                           Paid to DBE Vendor
------------------------------------------                        - - - - - - - - - - - - - - --
                                                                  $
                                                                  $
                                                                  $
                                                                  $
                                                                  $ __________________
                       Total Payments to DBE Vendors             $

                               Percentage of DBE Participation                 %
                               DBE Goal                                        %
       DBE Goal met:           Yes             No ___________

If the DBE goal is not met, please provide detailed explanation of efforts made to attract
qualified DBE participants and reasons for the deficiency.

I certify that the above information is true and accurate to the best of my knowledge and
accurately reflects our DBE participation and good faith efforts during the period indicated.

____________________________________________                          Date______________
Printed Name:_________________________
Title: _______________________________




                                               44
                               EXHIBIT D
               MONTHLY GROSS REVENUE AND ACTIVITY REPORT
                                      Boise Airport

     Rental Car Company Name:                         (Insert company name)
     Revenue Period:                                  (insert date)

     Total Time and Mileage Revenue:                   $ (insert amount)
     ( Less Corporate Discount):                      - $ (insert amount)
     LDW Revenue:                                      $ (insert amount)
     CDW Revenue:                                      $ (insert amount)
     PAI/PEC Revenue:                                  $ (insert amount)
     Prepaid Fuel:                                     $ (insert amount)
     Vehicle License Fees:                             $ (insert amount)
     Airport Fees:                                     $ (insert amount)
     Other Fees:                                       $ (insert amount)
     TOTAL GROSS REVENUE:                             $ (insert amount)
     Times Ten Percent (10%)                          10%



     Amount Due Boise Airport:                          $ (insert amount)
     Minus: Min. Monthly Guarantee                    – $ (insert amount)
     Balance Due Boise Airport:                         $ (insert amount)
     Check #                                          (insert check number)




Attach monthly trial balance or sales journal summary for the Boise Airport location
showing the revenue by line item. Note: Assets and Liabilities do not need to be disclosed.




                                            45
                                         Boise Municipal Code


                                             Chapter 12-20

                      NON-TENANT RENTAL CAR BUSINESS PERMIT
Sections:
12-20-01        PURPOSE
12-20-02        SCOPE
12-20-03        PERMITS
12-20-04        REQUIREMENTS
12-20-05        PROHIBITED ACTIONS AND ACTIVITIES
12-20-06        ADVERTISING AND TELEPHONES
12-20-07        CONDITION OF STRICT COMPLIANCE
12-20-08        VIOLATION PROCEDURE
12-20-09        HEARINGS
12-20-10        APPEALS
12-20-11        PERMIT APPLICATION FEE
12-20-12        VIOLATION AND PENALITY
12-20-13        SEVERANCE
Section 12-20-01         PURPOSE
        In order to protect the public, to provide for public safety, to preserve the good order and peace of
the Airport, and to regulate the entrances to property and buildings of the Airport and the way of ingress
and egress to and from the same it is necessary to enact reasonable standards, controls, rules, regulations
and procedures of Off Airport Rental Car Businesses.


Section 12-20-02       SCOPE
        A person, persons or corporation desiring access to the Boise Air Terminal for the purpose of
conducting rental car business operations, either directly or indirectly, shall first obtain a Boise Air
Terminal Rental Car Non-Tenant Business Permit prior to conducting any such business on Airport
property.


Section 12-20-03          PERMITS
        Rental Car Non-Tentant Business permits will be issued annually for a twelve month period
within thirty days after the application for permit has been submitted to the Airport Director, provided the
application is approved.


Section 12-20-04        REQUIREMENTS
        The Airport Director may issue a Rental Car Non-Tenant Business Permit only upon receipt of a
signed and verified application from the rental car business owners containing the following information,
agreements and proof:

A.      The names and addresses of every person or corporation having an interest in the business.

B.      For corporations not traded publicly, the names and addresses of every person having an interest
        in the business.


                                                Page 1 of 5
                                      Boise Municipal Code

C.   Proof of comprehensive general liability insurance in the amount of at least $500,000 covering all
     business operations, employees, and customer and naming Boise City as an additional insured.

D.   The make, model, color, identification number, and motor vehicle identification number of all
     vehicles to be operated on Airport property.

E.   A written agreement to pay for the duration of the permit, to the Boise Airport, seven percent
     (7%) of airport-generated gross revenue receipts, payable on the 10th day of each month for the
     preceding month's contracts.

     “Gross revenue receipts” shall mean the time and mileage charges, including revenues received
     and services performed for cash, on credit or otherwise, of every kind, name and nature, for the
     rental of automobiles effected by the permittee and receipts from the sale of personal accidental
     insurance, and shall include any and all amounts paid by a customer to a permittee, including any
     fees paid to the airport or the City of Boise by permittee which are passed through to the
     customer; but shall not include any federal, state, or municipal sales taxes or other similar taxes
     separately stated and collected from customers of the permittee now or hereafter levied or
     imposed, nor any sums received for damage to automobiles or other property of the permittee, or
     for loss, conversion, or abandonment of such automobiles.

     “Airport-generated gross revenue receipts” shall mean those gross revenue receipts of a permittee
     which were derived from the furnishing of an automobile to an aircraft passenger by use of an
     automobile rental contract between a permittee and such aircraft passenger picked up at the Boise
     Airport who was transported either directly or indirectly by a permittee to a rental station
     operated by and/or for the benefit of such permittee.

F.   The names and job titles of local management personnel, as well as, all business employees
     engaged in the operation of vehicles to be operated on Airport property.

G.   A written agreement covenanting to obey and follow all standards and regulations and ordinances
     of the City of Boise and the Boise Airport Commission.

H.   Proof of all business and motor vehicle permits required by local, state, and federal authorities.

I.   A written agreement to submit written proof, on a monthly basis, to the Airport of all automobile
     rental contracts at the time payment is due, accompanied by a statement certified by an officer of
     the company attesting to the accuracy of payments due the Airport Director. The monthly written
     report shall include a detailed list of airport-generated gross revenue receipts and a copy of the
     trial balance.

J.   A written agreement to authorize the Airport Director to audit all business records and accounts at
     any during normal business hours time upon demand and to make said records and
     accounts available.

K.   A written agreement that vehicles will stop while at the Boise Airport only while in the process of
     loading and unloading customers. Drivers of vehicles (or company personnel that may
     accompany them) shall be prohibited from solicitation of business in any manner whatsoever
     upon the Airport. The operation of vehicles will be specifically limited to the picking up and
     delivery of customers.

L.   A written agreement to park only in the parking and pick-up area designated for non-tenant rental
                                             Page 2 of 5
                                          Boise Municipal Code

        cars.

M.      A written agreement to indemnify and hold harmless and defend Boise City and the Boise Air
        Terminal from any and all claims whatsoever arising out of the permittee's business operations
        and proof of insurance for such contractual liability.

N.      A written agreement to abide by such additional requirements as the Airport Commission may
        enact from time to time.
(6070, Amended, 06/19/2001)



Section 12-20-05          PROHIBITED ACTIONS AND ACTIVITIES
        A Non-Tenant Rental Car Business Permit shall not be construed to permit a business holding
such permit to have an office or station on Airport property, to park rental cars on Airport property,
except in designated public parking facilities, or to operate rental cars on Airport property; and all ofthese
actions and activities are expressly prohibited.


Section 12-20-06        ADVERTISING AND TELEPHONES
        A non-tenant rental car business not having a non-tenant rental car business permit shall not
advertise on Airport property and shall not place a telephone on Airport property. A Permitted Non-
Tenant Rental Car Business Permit may advertise the non-tenant rental car business on Airport property
and place a non-tenant rental car business telephone on Airport property. Fees for such advertising and
telephones are not included in the permit fees and charges. Advertising and telephone fees, charges, and
location must be negotiated separately in addition to permit fees and charges.


Section 12-20-07          CONDITION OF STRICT COMPLIANCE
        Every permit issued pursuant to this Chapter shall be conditioned upon strict compliance with the
regulations set forth in this Chapter, the rules and regulations of the Boise Air Terminal.


Section 12-20-08         VIOLATION PROCEDURE
        Upon a showing of sufficientc cause to believe that a violation of the rules and regulations
specified in this Chapter has occurred, the Airport Director may:

A.      Initiate proceedings to suspend or revoke the permit by notifying the permittee of the possible
        suspension or revocation of the permit and the grounds therefor. The notice shall specify the
        date, time and place of the hearing before the Airport Commission on the possible suspension or
        revocation of the permit and shall be served on the permittee by certified mail, personal service or
        substituted service at least ten (10) working days before the scheduled date of the hearing. Failure
        of the permittee to actually receive a notice sent or served shall not invalidate the proceedings.

B.      Immediately suspend the permit upon a determination that the conduct of the permittee and his
        continued operation at the Boise Air Terminal presents an exigent danger to persons or property.

        1.       In such event, the Director shall notify the permittee by certified mail or personal service
        that the permittee must immediately cease and desist all activity authorized by the permit.

        2.       The notice shall specify the grounds for the immediate suspension of the permit and the
                                                 Page 3 of 5
                                         Boise Municipal Code

        date, time and place of the hearing before the Commission on the continued suspension or
        possible revocation of the permit. The hearing shall be held not more than five (5) working days
        from receipt by the permittee of the notice to cease and desist.

        3.      If the Airport Commission determines to continue suspension of the permit or to revoke
        the permit, the effective date of such suspension or revocation shall be the date the permittee
        received the notice to cease and desist.


Section 12-20-09        HEARINGS
         Hearing on a denial of the issuance or transfer of a permit under this Chapter or on the suspension
or revocation of a permit under this Chapter shall be before the Boise Airport Commission. At such
hearing the permittee may present evidence, call witnesses and be represented by counsel. The
Commission may render its decision orally at the conclusion of the hearing, but shall provide the permit
applicant or permittee with written notice of its decision not later than five (5) days after the date of the
hearing.

A.      On appeal of a denial of the issuance or transfer of a permit, the Commission may affirm the
        denial or approve the issuance or transfer of a permit, and may, upon approval thereof, impose
        such reasonable conditions related to the use of the permit as are appropriate in the circumstances.

B.      After hearing on the suspension or revocation of a permit, the Commission may:

        1.      Revoke the permit.

        2.      Suspend the permit for a period not to exceed sixty (60) days. In its decision to suspend a
        permit, the Commission may provide for the reinstatement of the permit prior to the expiration of
        the suspension period upon the fulfillment of such reasonable conditions as the commission may
        impose, and may further provide that in the event such conditions have not been fulfilled upon the
        expiration of the suspension period, the period of suspension will be extended for a stated
        additional period. In the event of an extension, notice thereof and the reasons therefor shall be
        provided to the permittee, but further hearing shall not be required, unless requested in writing by
        the permittee. Provided, however, that no suspension shall be continued for a total period in
        excess of sixty (60) days without notice and hearing as provided in this Chapter.

        3.      Issue a letter of warning notifying the permittee that any further violation may result in
        the suspension or revocation of the permit.

        4.      Allow the use of the permit to continue and impose such reasonable conditions related to
        the use of the permit as are appropriate under the circumstances.


Section 12-20-10        APPEALS
        An appeal of the decision of the Boise Airport Commission under this Chapter may be taken to
the Boise City Council by filing a notice of appeal with the City Clerk within ten (10) working days of
the date of the written decision of the Airport Commission. Notice of the date of hearing before the
Council shall be provided to the appellant within fourteen (14) days of the hearing. At the hearing before
the Council, the appellant may present evidence, call witnesses and be represented by counsel. The
Council may affirm or reverse the decision of the Commission, and may delete or modify conditions
imposed by the Commission, or impose such reasonable conditions as it deems appropriate.

                                                Page 4 of 5
                                         Boise Municipal Code




Section 12-20-11          PERMIT APPLICATION FEE
        There shall be a charge of one hundred dollars ($100.00) payable in advance to defray
administrative costs of a permit request for each permit. This cost is not refundable in the event the
permit application is rejected or in the event the permit is revoked.


Section 12-20-12         VIOLATION AND PENALITY
        The violation of any provision of this Ordinance shall be considered a misdemeanor punishable
by a fine of three hundred dollars ($300) and or six (6) months jail.


Section 12-20-13          SEVERANCE
         If any part of this Ordinance is held invalid by any court or administrative agency, the remainder
of this Ordinance shall continue in full force and effect. (Ord. 5134, 12-6-88)




                                               Page 5 of 5
ATTACHMENT B

  PROPOSAL
             Attachment C
Boise City Municipal Code Chapter 12-22
 Car Rental Customer Facility Charge
                                          ATTACHMENT C
                                      Boise Municipal Code



                                         Chapter 12-22

                    CAR RENTAL CUSTOMER FACILITY CHARGE
Sections:
12-22-01        DEFINITIONS
12-22-02        FINDINGS AND PURPOSE
12-22-03        CAR RENTAL CUSTOMER FACILITY CHARGE
12-22-04        ELIGIBLE PROJECTS
12-22-05        COLLECTIONS
12-22-06        VIOLATIONS
12-22-07        SAVINGS CLAUSE
Section 12-22-01 DEFINITIONS
   As used in this Ordinance, the following definitions apply:

    A.       “Airport,” “the Airport” or “Boise Airport” shall mean the approximately 4900-acre
             area of Boise Air Terminal, a division of the Boise City Department of Aviation and
             Public Transportation, which is a division of Boise City.

    B.       “Charge Effective Date” shall mean the date on which the Customer Facility Charge
             is effective as provided in Boise City Code Section 12-22-03.

    C.       “City” or “the City” shall mean the City of Boise City.

    D.       “Customer Facility Charge” or “CFC” shall mean the one dollar and twenty cent
             ($1.20) charge imposed by a car rental company upon a car rental customer arriving
             at the Airport and renting a vehicle from an on-airport or off-airport car rental
             company serving the Airport. The CFC shall be collected by the car rental company
             for the benefit of the Airport, pursuant to Boise City Code Section 12-22-03.

    E.       “On-airport” shall mean a car rental company that is located at, upon, or within the
             Boise Airport.

    F.       “Off-airport” shall mean a car rental company that is not located at the Boise Airport
             but which does business at the Airport.

    G.       “Transaction day” shall mean that period of time a car is rented for twenty-five or
             fewer hours for the initial or first transaction day, and any portion of one or more
             additional twenty-four hour period(s) for each transaction day thereafter.
(6236, Added, 06/03/2003)

Section 12-22-02 FINDINGS AND PURPOSE
The City finds that:

    1.       The City owns and controls certain Airports and facilities located in Ada County,
             State of Idaho, and known as Boise Airport; and

    2.       The Airport promotes and supports a strong economic base for the community,

                                            Page 1 of 4
                                        Boise Municipal Code


              assists and encourages world trade opportunities, and is of vital importance to the
              health, safety, and welfare of the State of Idaho; and

     3.       The operation of Boise Airport as a public facility attracting scheduled airline
              passengers who use car rental facilities at the Airport imposes financial
              responsibility on the City for car rental facilities and operations; and

     4.       The City will expend substantial resources for capital investment, operation,
              maintenance, and development of the car rental facilities to meet the future demand
              for customers using the Boise Airport or its facilities; and

     5.       It is in the City’s best economic interest, and likewise in the interest of the car rental
              customers and car rental companies, to adopt a Customer Facility Charge (CFC)
              program as identified in this Ordinance to maintain, improve, and further expand the
              car rental facilities of the Airport; and

     6.       In establishing and implementing the Customer Facility Charge program, the car
              rental customers using the Airport should contribute to a greater degree toward the
              development and improvement of car rental facilities; and

     7.       The fees implemented by this Ordinance are reasonable for the use of the Airport and
              car rental facilities by the general public; and

     8.       The purpose of this Ordinance is to enact a Customer Facility Charge program
              consistent with the above findings and this Ordinance and the regulations published
              pursuant thereto shall be liberally construed to effectuate the purposes expressed.
(6236, Added, 06/03/2003)

Section 12-22-03 CAR RENTAL CUSTOMER FACILITY CHARGE
A.      Commencing not later than sixty days after the approval and publication of this
        Ordinance by the Boise City Council, or on such date thereafter as the Customer Facility
        Charge can be collected, as determined by the Airport Director (“Charge Effective
        Date”), the Airport’s Customer Facility Charge program authorized by this Ordinance
        shall be imposed.

B.        The CFC’s shall be used to pay, or reimburse the Airport, for the costs associated with
          the design, planning, and construction of facilities or improvements exclusively used by
          the rental car companies located at the Airport. Any or all of the CFC’s collected may be
          pledged to the punctual payment of debt service on obligations issued by or on behalf of
          the Airport for the cost of the car rental portion of the parking garage expansion, and to
          create and maintain reasonable reserves. Eligible costs for the car rental facilities shall
          include all costs, fees, and expenses associated with the planning, design, equipping,
          construction, and other related costs for the development, improvement, or acquisition of
          car rental facilities. Eligible costs for the related transportation facilities and equipment
          shall include operating costs in addition to the foregoing costs. Nothing herein shall be
          construed to make fees or costs incurred in tenant improvements for space exclusively
          used by a car rental company ineligible.

C.        The CFC’s shall be used to pay, or reimburse, the participating car rental companies for
          reasonable and necessary consulting and attorneys fees, as determined by the Airport

                                               Page 2 of 4
                                        Boise Municipal Code


         Director which are directly related to their participation in facility projects.

D.       The CFC fees imposed by car rental companies shall be identified on separate lines on
         the car rental customer contract, before taxes, and shall be described as the “Transaction
         Fee” or “Facility Fee.”

E.       There shall be no suspension of CFC collections unless all of the following occur:

         1.       All car rental companies operating at the Airport have timely and accurately
                  remitted their CFC collections to the Airport together with the required reports
                  of transaction day data.

         2.       The City has completed all design development, architectural and engineering
                  drawings for the facility construction or improvements.

         3.       Sufficient CFC proceeds have been collected to reimburse the Airport for the
                  costs identified in Section 12-22-03 (B) incurred through the completion of
                  design development and to reimburse the participating car rental companies for
                  the costs identified in Section 12-22-03 (C).

         4.       The Airport has not entered into the construction phase of the project.

         5.       The CFC’s have not been pledged to the payment of debt service on obligations
                  issued by or on behalf of the Airport or Boise City.

F.       Following any suspension of CFC collections under Section 12-22-03(E), the Airport
         Director shall consider relevant economic factors and consult with the Airport’s on- and
         off- airport car rental companies regarding such factors and review the size, scope and
         projected costs of the car rental facilities or improvements prior to re-imposing the CFC
         collection requirement.

G.       The Customer Facility Charge authorized by this Ordinance shall expire on the date
         determined pursuant to car rental Leases, for on-airport car rental companies.

H.       The Airport Director or designee is authorized to execute the authorization of the City’s
         CFC Program including the assurances contained therein and other documents necessary
         for implementation of the CFC program on behalf of the City.
(6236, Added, 06/03/2003)

Section 12-22-04 ELIGIBLE PROJECTS
   The Customer Facility Charge collected pursuant to this program shall be expended solely for
rental car projects approved by the Boise Airport Commission and the Boise City Council.
(6236, Added, 06/03/2003)

Section 12-22-05 COLLECTIONS
A.      All CFC’s collected by all car rental companies are and shall be trust funds held by the
        car rental companies for the benefit of the Airport. Car rental companies and their agents
        hold only a possessory interest in the CFC’s, and no legal or equitable interest. All car
        rental companies shall segregate, separately account for and disclose all CFC’s as trust
        funds in their financial statements, and shall maintain adequate records that account for

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                                      Boise Municipal Code


         all CFC’s charged and collected. Failure to segregate the CFC’s shall not alter or
         eliminate their trust fund nature. The Airport shall have the right to audit the CFC
         records upon reasonable notice.

B.       All car rental companies shall remit all CFC’s that were collected or should have been
         collected from its Airport customers on a monthly basis to the Airport together with the
         monthly statement of transactions and transaction days. The CFC’s shall be remitted by
         the last day of the month following the month the CFC’s were collected. Failure to
         strictly comply with this subparagraph shall be considered a material breach of the car
         rental company’s authorization to do business at the Airport.

C.       Collection of the CFC’s shall be limited to the first fourteen transaction days of any car
         rental customer contract, to limit the remittance by any car rental company on any car
         rental customer contract to fourteen times the CFC.
(6236, Added, 06/03/2003)

Section 12-22-06 VIOLATIONS
   In the event any car rental company violates any term or condition of this Ordinance, the
Airport or City may exercise any rights or remedies allowed by law or equity.
(6236, Added, 06/03/2003)

Section 12-22-07 SAVINGS CLAUSE
   In the event any phrase, clause, sentence, paragraph, or paragraphs of this Ordinance is or are
declared invalid for any reason, the remainder of this Ordinance shall not be invalidated, but
shall remain in full force and effect, all parts of this Ordinance being declared separable and
independent of all others. In the event that a judgment is entered, and all appeals exhausted,
which judgment finds, concludes or declares this Ordinance is unconstitutional or is otherwise
invalid, the Customer Facility Charge authorized by this Ordinance shall be suspended and
terminated as of the date such declaration.
(6236, Added, 06/03/2003)




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