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CONCESSION AND LEASE AGREEMENT NON-EXCLUSIVE AUTOMOBILE RENTAL SERVICES

Enterprise Rent-A-Car Company of UT, LLC, dba Enterprise Rent-A-Car

TABLE OF CONTENTS

SECTION 1 - DEFINITIONS .................................................................................................. 4 SECTION 2 – PREMISES ....................................................................................................... 9 SECTION 3 -TERM OF CONCESSION AND LEASE AGREEMENT .............................. 11 SECTION 4 - PRIVILEGES, USES AND RIGHTS OF COMPANY .................................. 12 SECTION 5 - RENTALS, FEES, AND ACCOUNTING RECORDS .................................. 13 SECTION 6 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING AND EQUIPPING OF PREMISES........................................................................................ 22 SECTION 7 - MAINTENANCE AND JANITORIAL .......................................................... 24 SECTION 8 - STANDARDS OF SERVICE.......................................................................... 25 SECTION 9 - LICENSES AND TAXES ............................................................................... 29 SECTION 10 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE ...... 29 SECTION 11 - PERFORMANCE GUARANTEE ................................................................ 32 SECTION 12 - DAMAGE OR DESTRUCTION OF PREMISES ........................................ 33 SECTION 13 – CANCELLATION ........................................................................................ 33 SECTION 14 - EMPLOYEE PARKING ............................................................................... 35 SECTION 15 – EXCLUSIVITY ............................................................................................ 36 SECTION 16 - NONWAIVER OF RIGHTS ......................................................................... 36 SECTION 17 - ASSIGNMENT, SUBLETTING, AND SURRENDER ............................... 36 SECTION 18 - INSPECTION OF PREMISES ...................................................................... 37 SECTION 19 - QUIET ENJOYMENT .................................................................................. 37 SECTION 20 – NONDISCRIMINATION ............................................................................. 37 SECTION 21 - ACDBE REQUIREMENTS .......................................................................... 38 SECTION 22 - HAZARDOUS SUBSTANCES .................................................................... 40 SECTION 23 - ENVIRONMENTAL PROVISIONS ............................................................ 40 SECTION 24 - FEDERAL STORM WATER REGULATIONS .......................................... 41 SECTION 25 – NOTICES ...................................................................................................... 41 SECTION 26 - WAIVER OF CLAIMS ................................................................................. 42 SECTION 27 – SECURITY ................................................................................................... 42 SECTION 28 - AGREEMENT SUBORDINATE TO AGREEMENTS WITH THE UNITED STATES………………. ......................................................................................................... 42 SECTION 29 - RIGHTS AND PRIVILEGES OF CITY ....................................................... 42 SECTION 30 - COMPLIANCE WITH CITY'S DEVELOPMENT STANDARDS AND CONSTRUCTION REQUIREMENTS .................................................................................. 45 SECTION 31 - TERMS BINDING UPON SUCCESSORS .................................................. 45 SECTION 32 - TIME OF ESSENCE ..................................................................................... 45 SECTION 33 - AGREEMENT MADE IN IDAHO ............................................................... 45 SECTION 34 – HEADINGS .................................................................................................. 45

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EXHIBITS AND ATTACHMENTS Exhibit A - Automobile Rental Lobby Exhibit B - Ready/Return Lot Exhibit C - ACDBE Monthly Reporting Form Exhibit D - ACDBE Annual Attainment Report Exhibit E - Monthly Gross Revenue and Activity Report Attachment A - Boise City Municipal Code Chapter 12-22 Car Rental Customer Facility

Charge Attachment B – COMPANY’s ACDBE Plan

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CONCESSION AND LEASE AGREEMENT

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

Enterprise Rent-A-Car Company of UT, LLC, dba Enterprise Rent-A-Car

THIS AGREEMENT, made and entered into this ___ day of ___________, 2014 by and

between the City of Boise, a municipal corporation and situated in Ada County, Idaho,

hereinafter designated as "CITY" and Enterprise Rent-A-Car Company of UT, LLC, dba

Enterprise Rent-A-Car, 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 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

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:

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SECTION 1 - DEFINITIONS

The terms and phrases defined in this Section 1 for all purposes of this Non-Exclusive

Automobile Rental Services Concession and Lease Agreement (“Agreement”) shall have the

following meanings:

a. “ACDBE” shall have the same meaning as Airport Concession

Disadvantaged Business Enterprise as defined herein.

b. “Agreement” shall mean this Non-Exclusive Automobile Rental Services

Concession and Lease Agreement which creates rights and obligations of the

parties to such Agreement.

c. “Agreement Year” shall mean each twelve (12) calendar month period

during the Term of the Agreement.

d. “Airport” shall mean the Boise Airport, Ada County, Idaho.

e. “Airport Concessions Disadvantaged Business Enterprise” shall mean a

business entity, as defined in 49 C.F.R. Part 23, as amended.

f. “Airport Customer” shall mean any user of the Airport who enters into n

Rental Agreement with COMPANY at the Airport; or who is transported from

the Airport to COMPANY’s on- or off-airport business location via a courtesy

ground transportation vehicle for the purpose of entering into a Rental

Agreement with COMPANY.

g. “Airport Director” shall mean Airport Director of the Boise Airport, and

shall include such person or persons as may from time to time be authorized,

in writing, by the Airport Director to act for him or her with respect to any or

all matters pertaining to this Agreement.

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h. “Airport Terminal Building” shall mean the facility on the Airport where

commercial airline passengers enplane and deplane.

i. “Automobile” shall mean any passenger motor vehicle, including pickup

trucks, passenger vans and station wagons available for rental by COMPANY

to the public.

j. “Business Day” shall mean every day shown on the calendar except Saturday,

Sunday and CITY recognized holidays.

k. “CFC” shall have the same meaning as Customer Facility Charge, as defined

herein.

l. “City” shall mean the City of Boise in the State of Idaho.

m. “Co-Branding” shall mean the marketing and/or operation of two (2) or more

rental car company brand or trade names from a single location within the

Premises. Co-branding will not be allowed at the Premises leased to

COMPANY herein under Subsection 2.a. and 2.b.

n. “Company” shall mean the person or entity, which has entered into this

Agreement with the CITY.

o. Concession” shall mean the operation of a non-exclusive on-Airport

Automobile rental business as authorized in an Agreement with the CITY.

p. “Concessionaire” shall mean any person or entity, which has entered into a

Non-Exclusive Automobile Rental Services Concession and Lease Agreement

with the CITY.

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q. “Concession Fee” shall mean, for each Agreement Year, the greater of the

Minimum Annual Guarantee or the Percentage Fee.

r. “Customer Facility Charge” shall mean the charge imposed upon an Airport

Customer pursuant to Chapter 12-22 of the Boise City Municipal Code.

s. “Day” shall mean any calendar day, unless a Business Day is specified.

t. “Director” shall have the same meaning as Airport Director, as defined

herein.

u. “Fee” shall mean a monetary amount charged by CITY as recompense for an

act, right, service or privilege provided by CITY.

v “Gross Revenues” - Refer to Subsection 5.4 hereof for this definition.

w. “Hazardous Material” shall mean any hazardous or toxic substance, material

or waste, including, but not limited to, those substances, materials, and wastes

listed in the United States Department of Transportation Hazardous Materials

Table (49 CFR 172.101) or by the Environmental Protection Agency as

hazardous substances (40 CFR Part 302) and amendments thereto, or such

substances, materials and wastes that are or become regulated under any

applicable local, State or federal law.

x. “Improvements” shall mean any construction, addition, alteration or

betterment to real estate or to any existing Improvement on any part thereof

that is affixed in such manner that it cannot be easily removed without

damaging the property.

y. “MAG” shall have the same meaning as Minimum Annual Guarantee as

defined herein.

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z. “Market Share” shall mean the percentage carried out to three (3) decimals

that COMPANY’s Gross Revenues bear to the total Gross Revenues for all

Concessionaires for a specified period of time.

aa. “Minimum Annual Guarantee” shall mean the minimum annual Concession

Fee to be paid by COMPANY to the CITY, subject to each and every term

and condition of this Agreement.

bb. "Minimum Monthly Guarantee" is 1/12 of the Minimum Annual Guarantee

as defined herein and which shall be due the first of each month.

cc. “Minimum Space Assignment” shall mean nineteen (19) Ready/Return

Spaces.

dd. “Percentage Fee” shall mean the amount or sum of money due CITY on

account of CITY’s share of Gross Receipts. Percentage Fee is defined further

in Subsection 5.4 of this Agreement.

ee. “Premises” shall mean those certain premises at the Airport leased hereunder

to COMPANY, more particularly described in Section 2 hereof, and shown on

Exhibits A and B of this Agreement, which may be amended by consent of

the parties from time to time.

ff. “Ready/Return Lot” shall mean the area(s) where customers pick up and

drop off their rental Automobiles at the Airport.

gg. “Ready/Return Spaces” shall mean parking spaces in the Ready/Return Lot

which are assigned to and utilized by Concessionaires for the sole purpose of

pick up and drop off of Automobiles by Airport Customers.

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hh. “Rental Agreement” shall mean the legally binding contract that details the

terms of rental that an Airport Customer is required to agree to and sign in

order to rent an Automobile.

ii. “State” shall mean the State of Idaho.

jj. “Tenant Improvements” shall mean all CITY-approved Improvements

constructed and installed on the Premises by COMPANY, its agents,

employees, contractors, subcontractors, licensees and/or representatives that

are affixed in such manner to the Premises that they cannot be removed

without damage to the Premises.

kk. “Term” shall mean the period of time that this Agreement shall be in effect,

as set forth in Section 3 hereof.

ll. “Terminal Building” shall have the same meaning as Airport Terminal

Building, as defined herein.

mm. “Trade Fixtures” shall mean all fixtures, furnishings and equipment, affixed

in such a manner that they can be readily removed without damage to the

Premises and without substantially changing the character of the

Improvements therein, and are the removable personal property that

COMPANY places upon the Premises for use in operation of the Concession.

All non-affixed items, including point of sale equipment, moveable furniture

and furnishings, safes, racks, telephone equipment, and non-affixed display

fixtures, shall be deemed to be Trade Fixtures for the purposes of this

Agreement.

nn. “Vehicle” shall have the same meaning as Automobile, as defined herein.

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SECTION 2 – 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 360 square feet of counter and associated queuing space and

approximately 870 square feet of office space for a total of 1,230 square feet,

more or less, in the Terminal Building at the location shown on Exhibit A,

attached hereto and by reference made a part hereof.

b. Initial Ready/Return Lot Allocation: Sixty-five (65) Ready/ Return Spaces

located in the Ready/Return Lot as depicted on Exhibit B, attached hereto and

by reference made a part hereof.

Ready/Return Lot Reallocation: CITY will report Market Shares to the

Concessionaires within sixty (60) Days of the end of each Agreement Year. If,

for any Agreement Year, there is a discrepancy of three percent (3%) or more

between any Concessionaires Market Share and its share of Ready/Return

Spaces, except for Concessionaire’s with only the Minimum Space

Assignment, then CITY will reallocate the Ready/Return Spaces assigned to

the Concessionaires based on the Market Shares. However, no Concessionaire

will be granted less than the Minimum Space Assignment, i.e., nineteen (19)

Ready/Return Spaces, regardless of its Market Share.

In the event there is a reallocation, CITY reserves the right to reallocate the

Ready/Return Spaces in the manner it sees fit. Costs associated with any

reallocations of Ready/Return Spaces are the responsibility of the affected

Concessionaire(s).

Should the Airport Director serve written notice on COMPANY that

COMPANY must surrender Ready/Return spaces because of a reallocation,

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COMPANY agrees that it shall take or cause to be taken any and all actions as

may be required to vacate such Ready/Return Spaces and surrender same to

CITY and begin serving the public from the replacement location or

remaining spaces not later than thirty (30) days after receipt of the Airport

Director’s written notice. COMPANY shall be responsible for removing its

Trade Fixtures and other personal property out of the surrendered spaces

during such thirty (30) day period.

c. One (1) Ready/ Return Kiosk located in the Ready/Return Lot as depicted on

Exhibit B, attached hereto and by reference made a part hereof.

d. Over-flow Vehicle Storage Space: Over-flow vehicle storage space will be

made available in existing remote vehicle parking lots on a space available

basis. The vehicle storage charge will be $2.00 per car per day. COMPANY

shall self-report usage of such lots on a monthly basis.

e. Initial RAC Lot 2 Lot Allocation: Initially COMPANY has selected to occupy

Zero (0) RAC Lot 2 Spaces located in RAC Lot 2 as depicted on Exhibit B,

attached hereto and by reference made a part hereof.

RAC Lot 2 Reallocation: At least sixty (60) days prior to the end of each

Agreement Year, COMPANY shall notify CITY if COMPANY wishes to

lease space in RAC LOT 2. Each operator will be guaranteed at least (11)

eleven stalls but may lease more if they are available. CITY reserves the right

to reallocate the RAC Lot 2 Spaces in the manner it sees fit. Commitments

for stalls in the RAC 2 Lot are for 1 year in duration and shall be adjusted no

more than once per year.

Should COMPANY be relocating to the Premises from another location previously

leased to COMPANY by the CITY at the Airport, COMPANY agrees to prepare and

cooperate in every way possible and practical to ensure the safe, smooth and efficient

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transition and commencement of operation within the new Premises. Further, COMPANY

agrees to cooperate in every way possible and practical with the CITY, as well as with the

Concessionaire succeeding COMPANY in the previous location, in order that the public, in

its use of the Premises and the Airport, will not be inconvenienced by the change of

locations. All costs associated with COMPANY’s move to different Premises shall be

COMPANY’s responsibility.

SECTION 3 -TERM OF CONCESSION AND LEASE AGREEMENT 3.1 Term. This Agreement shall be binding upon execution and the Term

hereunder shall commence on October 1, 2014 and end on September 30, 2021 for a total

period of seven (7) years.

3.2 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.

3.3 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 at the Airport, 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 any

Improvements from the Premises except with written permission from CITY.

3.4 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.

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COMPANY shall reimburse CITY for any costs associated with the removal of COMPANY

from the Premises.

SECTION 4 - 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.

4.1 Concession Privileges. CITY gives and grants the right, license, and privilege

to operate a non-exclusive on-Airport Automobile rental business (“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 Concession from the Airport

Terminal Building.

4.2 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.

4.3 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 the Concession.

4.4 Signs. No signs shall be installed by COMPANY on or about the Premises or

elsewhere at the Airport without prior written approval of the Airport Director or his or her

designee, said approval being discretionary with the Airport Director. COMPANY, at its

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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 and RAC Lot 2 shall be owned and

maintained by CITY.

c. Ready/Return Kiosks, which were also purchased by CITY utilizing Customer

Facility Charge (“CFC”) funds, 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 or her designee.

d. RAC Lot 2 shall not have signage. Each stall will have a row and space

number painted on the pavement.

e. No temporary signs or displays shall be permitted on the Premises or

elsewhere at the Airport without prior written approval of the Airport

Director.

4.5 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 5 - RENTALS, FEES, AND ACCOUNTING RECORDS

5.1 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 2.a.), the initial rental rate of Twenty-five

dollars ($25.00) per square foot per annum payable in equal monthly

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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 2.b.) and the

RAC Lot 2 Spaces (the Premises in Section 2.d.), the initial rental rate of Four

Hundred dollars ($400.00) 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 2.c.), the

initial rental rate of One Thousand Three Hundred dollars ($1,300.00) per

annum payable in equal monthly installments, in advance and without demand

on the first day of each calendar month of the Agreement.

5.2 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 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 rates 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 rates 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.

5.3 Concession Fee. For the Concession privileges granted hereunder, and in

addition to the rentals paid for the Premises as described in Subsection 5.1 above,

COMPANY shall pay to CITY a Concession Fee during each year of the Term hereof. For

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each Agreement Year, the Concession Fee shall be the greater of the Minimum Annual

Guarantee or the Percentage Fee as follows:

a. Minimum Annual Guarantee (MAG). COMPANY shall pay to CITY, by the

first of each month beginning on commencement of the Term and for each

month thereafter, one-twelfth (1/12) of the MAG as follows:

Year 1 MAG - $536,635

Year 2, Year 3, Year 4, Year 5, Year 6 and Year 7 MAG - Eighty-Five

percent (85%) of the actual total Percentage Fee, as defined below, for

the prior Agreement Year or the previous Agreement Year’s MAG,

whichever is greater.

b. Percentage Fee. The Percentage Fee shall be Ten Percent (10%) of the Gross

Revenues as defined in Subsection 5.4 below. Fifteen (15) 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 pro-rated Minimum Annual

Guarantee for the previous month. In the event the Percentage Fee shall not

exceed the pro-rated Minimum Annual Guarantee during any month in the

Term hereof, then no Percentage Fee shall be due and payable for such month.

5.4 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 the Concession and shall include all charges to Airport

Customers for the month in which the service is rendered, regardless of when payment is

received by COMPANY. Gross Revenues shall include:

a. Any Concession Recovery Fee, as discussed in Subsection 8.5 hereof, that is

charged to Airport Customers by COMPANY.

b. Time and mileage charges for Automobiles rented to Airport Customers

without regard to the manner in which or place at which COMPANY has

received the order for the Automobiles 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 Airport Customers for damage to

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rented vehicles (commonly known as Collision Damage Waiver (CDW)

and/or Loss Damage Waiver (LDW))

d. Net income on sale of insurance products provided by a third party.

Specifically, sale of personal effects coverage or protection (commonly

referred to as “PEC/PEP/PEI”) that is separately stated on the rental

agreement; Concessionaire shall submit auditable proof, including evidence of

payment to an insurance company, to the City that the PEC/PEP/PEI daily

charges correspond to the actual cost. Concessionaire shall submit such proof

on a monthly basis with the Gross Revenue and Activity

Report. Concessionaire shall pay 10% of the net income generated on these

revenues. If adequate proof is not submitted as determined by the airport, the

concessionaire will pay 10% of the gross revenue on these PAI, PEP, PEC

personal insurance products.

e. Automobile license and registration fees charged to Airport Customers by

COMPANY.

f. Fuel service charges, prepaid fuel, fuel replacement fees waiver, and any and

all other types and kinds of charges to Airport Customers for fuel, fuel

replacement, and fuel service.

g. All proceeds from the long-term lease of Automobiles to Airport Customers.

h. Charges for coupons and vouchers purchased in advance, or invoiced after

use.

i. Charges for driver’s age; additional driver(s); Automobile upgrades;

Automobile exchanges; late fees; guaranteed reservations; rental of mobile

telephones, computerized navigation, and other communications and

technological equipment; child/infant car seats or restraints; ski racks; bicycle

racks; and other miscellaneous equipment and services of whatsoever nature

offered to Airport Customers.

j. Inter-city fees and drop charges for the privilege of renting an Automobile at

Concessionaire’s Airport location and returning the Automobile to a different

location;

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k. Fees generated from contractual services provided by COMPANY to other

Airport tenants, concessionaires (including rental car Concessionaires), users,

or third parties, as approved in writing by the Airport Director;

l. Charges attributable to any Automobile rented to an Airport Customer, which

is exchanged at any other location of COMPANY.

m. Any and all additional charges not expressly excluded under this provision.

It is understood all monies or other consideration paid or payable to COMPANY by

Airport Customers for all sales made and services in connection with Automobile 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 Automobiles

and without regard to the manner in which or place at which the Automobiles or other

products or services are furnished to COMPANY’s Airport Customers and without regard to

whether the Automobiles 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 Airport 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 for such

items.

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 Airport Customers, as now exist or may be hereafter

levied or imposed. Concessionaire must have auditable proof of remittance to

said government agency in order to qualify as excludable revenue.

b. Carbon offset fees voluntarily paid by Airport Customers and collected by

COMPANY.

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

COMPANY.

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d. Amounts received as insurance proceeds or customer reimbursements for loss

of or repair of damages to Automobiles or other property of COMPANY.

e. All non-revenue rentals to employees of COMPANY.

f. Amounts received by COMPANY from the sale or disposal of COMPANY

owned equipment or Automobiles.

g. Any charges collected from Airport Customers for payment of parking tickets,

tolls and toll violations, traffic and red light tickets, and towing and storage

charges to the extent such collections are paid by COMPANY to satisfy such

charges.

5.5 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 MAG provided for in Subsection 5.3.a.

a. If 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 the year preceding

the first Agreement Year of the Term of this Agreement, a proportionate

adjustment of the Minimum Annual Guarantee shall occur. Such proportionate

reduction shall be determined by reducing the Minimum Monthly Guarantee

for each ensuing month by the applicable percentage reduction in deplaned

passengers at the Airport for such month. The Percentage Fee obligation shall

remain in effect. Such proportionate reduction of the Minimum Monthly

Guarantee payment shall be discontinued when the deplaned passengers for a

calendar month equal or exceed eighty percent (80%) of the deplaned

passengers in the same calendar month of the preceding year or the year

preceding the first Agreement Year of the Term of this Agreement, whichever

year was used in determining the adjustment; or

b. If damage, which is not caused in whole or in part by COMPANY, shall

render the Premises or a substantial portion thereof, as determined by the

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CITY, 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 be

reduced, on a monthly basis in proportion to the amount of Premises rendered

untenable or incapable of being repaired, until such time as replacement or

reconstructed Premises shall be made available for use by COMPANY. The

MAG shall also be waived for this period of time. The Percentage Fee

obligation 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 and at that such time the MAG will be reinstated.

5.6 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 A.

5.7. Contingent Rent in Lieu of or in Addition to the CFC. Although CITY does

not anticipate any legal challenge to the CFC, CITY will defend any such challenge that may

occur. If all or any part of the CFC fails to survive challenge in a court of competent

jurisdiction, then the stricken or invalidated portion(s) of the CFC will be replaced by

Contingent Rent to be paid by the COMPANY to CITY, effective upon the date the CFC is

held invalid, modified, replaced or in any way supplemented. Such Contingent Rent will be

paid each month by COMPANY in an amount, based on the pro rata percentage of

COMPANY’s monthly Market Share, sufficient to pay the costs which the CFC was

established to pay. The Contingent Rent, if imposed, shall continue in effect until such time

as a mutual agreement or an alternate to the CFC is agreed upon between CITY and all

Concessionaires consistent with any required bond or other documentation, and will be

subject to periodic adjustment as determined by CITY.

5.8 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

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percent (1.5%) per month from the date such item was due and payable until paid and

received by CITY.

5.9 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 5.3b above. COMPANY is to

use the form attached hereto as Exhibit E, or other form as reasonably

approved by CITY, as 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 5.3b 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 Agreement forms used by COMPANY for its Airport Customers

shall be uniquely numbered identifying the Rental Agreement as originating at

Boise Airport. All Rental Agreements generated as part of this Agreement shall

have the words "Boise Airport" computer printed on them. The records pertaining

to the Rental Agreements 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.

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5.10 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 5.4

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 Services Concession

and Lease Agreement, dated _____between the City of Boise, as

CITY, and (insert COMPANY name), as COMPANY) of COMPANY

for the Agreement 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 Agreement Year ended September 30, 20___, as

defined in the Non-Exclusive Automobile Rental Services Concession

and Lease Agreement referred to in the first paragraph.

Said "special statement or report" shall be submitted to CITY no later than December

31 annually.

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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 Subsection

13.2 of this Agreement.

5.11 Annual Readjustment. Within fifteen (15) days of receipt of the statement

required in Subsection 5.10.a, 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.

5.12 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 6 - INSTALLATION OF IMPROVEMENTS AND DESIGN, FURNISHING AND EQUIPPING OF PREMISES

6.1 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.

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6.2 Alterations and Improvements. COMPANY shall not install or erect

additional, nonstructural Tenant Improvements on the Airport, or alter, change, or make other

Tenant Improvements unless and until plans and specifications for such additional alterations

or Tenant Improvements shall have been submitted to and approved in writing by the Airport

Director or his or her designee. Any such Tenant Improvements shall be without cost to

CITY. All Tenant Improvements which are made by COMPANY shall become a part of said

Premises and property of the CITY.

6.3 Improvement Reimbursement. COMPANY shall be reimbursed a maximum

of fifteen (15) dollars per square feet of office Premises from the CFC Fund for new paint

and carpet in their office Premises. COMPANY shall commence and complete the

installation of carpet and paint within six (6) months of the beginning of the Term. In order

to receive the reimbursement, 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 her designee. CITY shall reimburse

COMPANY within forty-five (45) days of the receipt of said statement.

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.

6.4 Demolition of Improvements. COMPANY shall not remove or demolish, in

whole or in part, any Improvements or physical additions to the Premises, including Tenant

Improvements, without prior written approval by CITY.

6.5 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 Tenant 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.

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SECTION 7 - MAINTENANCE AND JANITORIAL

7.1 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 and

RAC Lot 2.

d. CITY shall provide snow removal/deicing on center drive aisle only in

Ready/Return Lot and RAC Lot 2.

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.

7.2 COMPANY's Obligations.

a. Except for maintenance within the Terminal Building and Ready/Return Lot,

as provided by CITY in Subsection 7.1 above, COMPANY shall be obligated,

without cost to CITY, to maintain the Premises, including counter space,

office areas, Ready/Return Spaces, and RAC Lot 2 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, Ready/Return Lot and RAC

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Lot 2 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, Ready/Return Lot,

and RAC Lot 2. 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 Premises. Should COMPANY fail to clean and maintain its 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 8 - STANDARDS OF SERVICE

8.1 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 or her designee. Said approval shall be at the Airport

Director’s sole discretion.

8.2 Type of Operation.

a. COMPANY shall furnish any and all services to the public at the Airport on a

fair, equal and not unjustly discriminatory basis to all users thereof and shall

charge fair, reasonable and not unjustly discriminatory prices for each unit of

service.

b. 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.

c. COMPANY shall maintain, at all times and at its own expense, an adequate

number of Vehicles, at Airport Director’s sole discretion, on the Airport to

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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.

d. 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.

e. 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.

8.3 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.

8.4 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

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clean, neat in appearance, and courteous at all times and shall be appropriately

attired, with uniforms in such instances as are appropriate. Name tags shall be

worn by all personnel who interact with the public. 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.

8.5 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 acknowledges that the Concession Fee payments by

COMPANY to CITY under this Agreement are for COMPANY’s use of the facilities and

access to the Airport market, and that none of those payments reflect a fee that is imposed by

CITY upon customers renting Automobiles from COMPANY. CITY does not require, but

will not prohibit, the separate statement of a fee titled “Concession Recovery Fee” on Airport

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Customer Rental Agreements, which shall not exceed 10.0% of the other charges on the

Rental Agreements that are included in Gross Revenues

8.6 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.

8.7 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

except its Airport Customers, park or store any Vehicles other than those rental Automobiles

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.

8.8 Sale of Automobiles. COMPANY shall neither advertise the sale of, show

nor sell automobiles on the Airport without the prior written approval of the Airport Director.

8.9 Trade Name. COMPANY shall operate the Concession and, without

limitation, maintain all its signage under a single brand or trade name at all times.

8.10 Location of Service Center. COMPANY shall maintain its rental

Automobiles at a service center located on or reasonably near the Airport.

8.11 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.

8.12 Customer Complaints. COMPANY shall respond in writing to all written

customer complaints within two (2) Business Days of receipt and shall concurrently provide

copies of such written correspondence to the Airport Director.

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SECTION 9 - 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 13.2g of this agreement.

SECTION 10 - HOLD HARMLESS AGREEMENT AND LIABILITY INSURANCE

10.1 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.

10.2 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,

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products, completed operations liability for the duration of the Agreement,

independent contractors coverage, personal injury, airport liability, and 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 Two Million Dollars ($2,000,000) 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(s) of COMPANY's

insurance coverage, a copy of the declarations page of each 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 and non-contributory 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

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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

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.

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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.

j. The COMAPNY shall procure and maintain insurance coverage from an

insurance company or companies possessing a financial strength rating of at

least A- and a financial size category of VII or higher from A.M. Best or an

equivalent rating service.

SECTION 11 - 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 in an amount of fifty percent (50%) of the Minimum Annual

Guarantee for the first Agreement Year. Said Security Assurance shall serve the purpose of

securing payment of all sums payable by COMPANY to CITY hereunder and will be

forfeited in whole or in part to satisfy a COMPANY liability in the event of COMPANY’s

failure to pay any 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 Guarantee is subject to annual adjustment and 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

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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 12 - DAMAGE OR DESTRUCTION OF PREMISES

12.1 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 12.2; 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 of COMPANY.

12.2 Limits of CITY's Obligations Defined. It is understood that, in the application

of the foregoing Subsection 12.1, CITY's obligations shall be limited to repair or

reconstruction of the damaged 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 13 – CANCELLATION

13.1 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

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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.

13.2 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

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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.

13.3 Termination and Reletting. Should there occur an early termination of this

Agreement pursuant to the terms of Subsection 13.2 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

5.3a, 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 13.1 or

13.2 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 14 - 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

36

employee parking area and may charge said employees the posted rate. COMPANY’s

employees may not park in Ready/Return Lot.

SECTION 15 – 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 Concessionaire whose agreement is terminated for any reason, but shall not

increase the number of on-Airport Automobile rental Concessions at the Airport beyond

eight (8) . A Non-Exclusive Automobile Rental Concession and Lease Agreement shall not

be granted to another Automobile rental Concessionaire on terms more favorable than those

provided herein, except for the amount of the Minimum Annual Guarantee. In no event will

the MAG for a replacement or additional Concessionaire be less than One hundred and thirty

one thousand dollars ($131,000.00).

SECTION 16 - 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 17 - ASSIGNMENT, SUBLETTING, AND SURRENDER

17.1 Assignment or Sublease: COMPANY shall not at any time assign or convey

this Agreement, or any part thereof, or sublet any part of the Premises, without the prior

written consent of CITY. The CITY reserves the right to deny any assignment or

subcontracting by COMPANY for any reason it deems in the best interest of the CITY. Any

purported assignment or subcontract in violation hereof shall be void.

17.2 Merger or Consolidation: COMPANY must obtain the written consent of the

CITY to keep this Agreement in effect prior to any consolidation, transfer or merger of

ownership between COMPANY and any other corporation or company. Said consent shall

not be unreasonably withheld.

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17.3 CITY Consent: In the event the CITY consents to any assignment or sublease

on the part of COMPANY for any rights or privileges granted in this Agreement,

COMPANY shall be responsible for any and all payments due the CITY as a result of

operations from the assignment or sublease.

17.4 Surrender: Provided further that, with permission of CITY, COMPANY may

surrender any of its Ready/Return Spaces to CITY, in which event CITY is free to allocate

said spaces to any other Concessionaire(s).

SECTION 18 - 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 19 - 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 20 – NONDISCRIMINATION To the extent 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, an 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

38

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 disability, 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. COMPANY shall also

comply with the applicable provisions of Section 504 of the Rehabilitation

Act of 1973 (P.L. 93-112) and 49 CFR Part 27, “Non-Discrimination on the

Basis of Disability in Programs or Activities Receiving Federal Financial

Assistance.”

SECTION 21 - ACDBE REQUIREMENTS 21.1 ACDBE 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). 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, management contract, or subcontract, purchase or lease agreement or

other agreement covered by 49 CFR Part 23.

COMPANY shall include the provisions of this Section in any subsequent concession

agreement or contract covered by 49 CFR part 23, that it enters and cause those businesses to

similarly include the Section in further agreements.

39

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.

21.2 ACDBE Plan and Reports.

a. Concurrently with submittal of signed Agreement, COMPANY shall submit

an ACDBE Plan, which Plan shall be attached to this Agreement as

Attachment B upon approval by the Airport.

b. COMPANY agrees that within fifteen (15) days following the end of each

month of the Term, it will provide a report to the Airport, in a form attached

hereto as Exhibit C, or other form as reasonably approved by CITY,

describing the dollar value of vehicles and other goods and services purchased

by the COMPANY from each ACDBE described on Attachment B (and each

substitute ACDBE obtained pursuant to this Section for each month of the

Term.

c. COMPANY shall also submit within sixty (60) days of the end of each

Agreement Year, an annual statement setting forth all such ACDBE gross

receipts for such year in accordance with the requirements of 49 CFR Part 23.

d. COMPANY agrees that it will also submit within the same periods described

above a report to the Airport, in a form attached hereto as Exhibit D, or other

form as reasonably approved by CITY, describing the COMPANY’s total

dollar value of vehicles and other goods and services purchased by the

COMPANY for each Agreement Year.

e. COMPANY will have no right to terminate an ACDBE for convenience

without the CITY’s prior written consent. If an ACDBE is terminated by the

COMPANY with the CITY’s consent or because of the ACDBE’s default,

then the COMPANY must make a good faith effort, in accordance with the

requirements of 49 CFR section 3.25(e)(1)(iii) and (iv), and 49 CFR section

26.53, to find another ACDBE to substitute for the original ACDBE to sell the

same amount of vehicles and other goods and services under the contract as

the ACDBE that was terminated.

40

SECTION 22 - HAZARDOUS SUBSTANCES No explosive or hazardous goods, merchandise, or material shall be kept, stored, or

sold in or on Premises; 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 23 - ENVIRONMENTAL PROVISIONS

23.1 Environmental Compliance. The COMPANY shall comply with all Federal,

State and Local environmental laws, rules and regulations with regard to the Premises and

it’s operation at the Airport, including its business use and activity on the Premises and for

any environmental response or remedial activities. If the COMPANY fails to comply with

any applicable environmental laws, the CITY may enter the premises and take all reasonable

and necessary measures, at the COMPANY's sole expense, to insure compliance with

environmental laws. In the event of a release or a threatened release of hazardous materials,

hazardous 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 of any claim, demand, action

or notice is made against the COMPANY regarding the COMPANY's failure or alleged

failure to comply with any environmental laws, 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.

23.2 Environmental Remediation . The COMPANY shall undertake such steps to

remedy and remove any hazardous materials or hazardous 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 environmental laws. Such

work is to be performed at the COMPANY's sole expense after the COMPANY submits to

the CITY a written plan for completing the work and receives the prior written approval of

the CITY which approval shall not be withheld unreasonably.

41

SECTION 24 - 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 policies 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 25 – 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:

Enterprise Rent-A-Car Company of UT, LLC, dba Enterprise Rent-A-Car 7144 South State Street Midvale, UT 84047

Copy to: Enterprise Rent-A-Car Attn: Airport Relations Department 600 Corporate Park Drive St. Louis, MO 63105 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.

42

SECTION 26 - 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 27 – 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 exercised by COMPANY, shall not in any way be construed to limit or reduce

the authority of CITY hereunder.

SECTION 28 - 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 29 - 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

43

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

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 Building and ramp space, of the Airport as it sees

44

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

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

45

associated with the moving or reinstallation of COMPANY's equipment,

fixtures or Tenant Improvements. CITY will give COMPANY written notice

six (6) months prior to beginning any development provided for by this

paragraph.

SECTION 30 - 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 31 - 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

hereinbefore set forth.

SECTION 32 - TIME OF ESSENCE Time is of the essence in the performance of this Agreement.

SECTION 33 - AGREEMENT MADE IN IDAHO This Agreement has been made in and shall be construed in accordance with the laws of the

State of Idaho.

SECTION 34 – 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.

47

EXHIBIT A AUTOMOBILE RENTAL LOBBY

Boise Airport

48

EXHIBIT B

READY/RETURN LOT

Boise Airport

49

EXHIBIT C

ACDBE MONTHLY REPORTING FORM Boise Airport

Automobile Rental Car Brand or Trade Name____________________________________ Automobile Rental Agency Name ______________________________________

Monthly Period ________________________, 20___ Total Goods & Services purchased or leased for Boise Airport operation for this Period $______________________ Dollar Value of Goods & Services purchased or leased from certified ACDBE firms for Boise Airport operation for this Period (insert below)

Amount ACDBE Name Paid to ACDBE

Vendor - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- $ $ $ $ __________________

Total Payments to ACDBE Vendors $ I certify that the above information is true and accurate to the best of my knowledge and accurately reflects our ACDBE participation and good faith efforts during the period indicated. ____________________________________________ Date______________ Printed Name:_________________________ Title: _______________________________

50

EXHIBIT D ACDBE ANNUAL ATTAINMENT REPORT

Boise Airport

Automobile Rental Car Brand or Trade Name____________________________________ 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 ACDBE firms for Boise Airport operation for this Period (insert below)

Amount ACDBE Name Paid to ACDBE

Vendor - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- $ $ $ $ __________________

Total Payments to ACDBE Vendors $

Percentage of ACDBE Participation % ACDBE Goal %

ACDBE Goal met: Yes No ___________ If the ACDBE goal is not met, please provide detailed explanation of efforts made to attract qualified ACDBE 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 ACDBE participation and good faith efforts during the period indicated. ____________________________________________ Date______________ Printed Name:_________________________ Title: _______________________________

51

EXHIBIT E 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 Discounts or Rebates): - $ (insert amount)

CDW and LDW Revenue: $ (insert amount)

Inter-City Fees/Drop Charges: $ (insert amount)

PAI/PEC/Other Insurance Revenue:

$ (insert amount)

Fuel Charges: $ (insert amount)

Vehicle License and Registration Fees: $ (insert amount)

Concession Recovery Fees: $ (insert amount)

Other Fees (please list by category): $ (insert amount)

$ (insert amount)

$ (insert amount)

$ (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.

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 CHARGEA. 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 PROJECTSThe 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 COLLECTIONSA. 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 VIOLATIONSIn 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 CLAUSEIn 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 B ACDBE PLAN