GREENVILLE-SPARTANBURG AIRPORT DISTRICT

Transcription

1 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT July 27, 2012 Revised September 5, 2012

2 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT PART I - INSTRUCTIONS TO BIDDERS I. INTRODUCTION The Greenville-Spartanburg Airport District ("District") is seeking competitive bids ("Bids") from all responsible and qualified bidders ("Bidders") which are interested in managing and operating a rental car concession at the Greenville-Spartanburg International Airport ("Airport") in Greer, South Carolina, including, but not limited to, Disadvantaged Business Enterprises. The rental car concession which is subject to this solicitation shall be managed and operated in accordance with the Rental Car Concession Agreement and Lease ("Agreement") contained in Part V of this Invitation for Bids ("IFB"). The District currently has five (5) rental car concession facilities and concessions at the Airport to award. The concessions to be awarded and the related Agreements shall be non-exclusive. II. INSTRUCTIONS TO BIDDERS A. Notice to Bidders 1. Each Bidder shall carefully examine the IFB documents and any supplemental and clarifying instructions and information submitted as addenda ("Addenda") to this IFB, including, but not limited to, the Instructions to Bidders of this IFB, the Bidder Eligibility Form, the Bid Form, and the Agreement, and shall thoroughly familiarize itself with the detailed requirements of this IFB prior to submitting a Bid. Should a Bidder find discrepancies or ambiguities in, or omission from these IFB documents or Addenda, or should it be in doubt as to their meaning, or should Bidder have a question concerning the same, it shall at once, and in any event no later 5 p.m. (EDT) on August 10September 25, 2012, notify the District's President/CEO of the nature of the problem or its question. This notification must be in writing, and it may be sent by letter, facsimile or transmission. The President/CEO, where necessary or appropriate, in his sole discretion, will issue written Addenda to this IFB document, with the last Addenda being issued no later than September 28, Bidders shall not seek nor be entitled to rely upon oral instructions, statements or interpretations by representatives of the District. All Addenda sent to Bidders will become a part of the IFB GSP Airport District Page 2 of 126

3 documents. Modifications of or clarifications to the IFB issued as Addenda resulting from the pre-bid conference or any prior written inquiry will be made available to all Bidders of record which have requested IFB documents from the District. A Bidder's failure to acknowledge receipt of all Addenda may cause its Bid to be rejected. (For purposes of this IFB and if required by the context hereof, the word "it" as used in this IFB shall be deemed to also include "he" and "she".) The following is the name, mailing address and facsimile number of the President/CEO for the District: B. Pre-Bid Conference David N. Edwards, Jr., A.A.E. President/CEO Greenville-Spartanburg Airport District 2000 GSP Drive, Suite 1 Greer, SC Facsimile: dedwards@gspairport.com A pre-bid conference will be held at 9:30 a.m. on August 147, 2012, at the District's Administrative Offices, Main Conference Room, 2000 GSP Drive, Suite 1, Greer, SC. A second pre-bid conference will be held on September 24, 2012 at 1:00 p.m. at the District's Administrative Offices, Main Conference Room, 2000 GSP Drive, Suite 1, Greer, SC. The purpose of the pre-bid conferences will be to discuss the requirements and the objectives of the IFB, to tour the existing rental car concession facilities, and to answer questions regarding the IFB documents timely submitted to the District prior to the pre-bid conference. The District, at its discretion, may choose not to respond to questions not timely submitted in accordance with Paragraph A above. Reservations to attend theis pre-bid conferences can be made by telephone or by facsimile to: C. Submission of Bids Wanda Jones Executive Assistant Greenville-Spartanburg Airport District Telephone: Facsimile: wjones@gspairport.com Sealed Bids will be received by the District in the office of its President/CEO at the District Administrative Offices, 2000 GSP Drive, Suite 1, Greer, SC up to 3:00 p.m., August 31October 12, 2012, and immediately thereafter the Sealed GSP Airport District Page 3 of 126

4 Bids will be publicly opened and read by the President/CEO or his designee. The Bid shall be delivered by Bidder in a sealed envelope clearly marked in the lower left hand corner "BID FOR MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT". The outside of said envelope shall bear the Bidder's name, mailing address, telephone number, and facsimile number (if any). After such delivery, neither the Bid nor any other submission required under the IFB may be changed, amended or modified. It shall be the Bidder's sole responsibility to timely deliver its Bid and the other submissions required by the IFB to the President/CEO. Late delivery of the Bid or any required submission for any reason shall disqualify the Bid. Bidders shall provide one (1) original and two (2) copies of its Bid. D. Withdrawal of Bid A Bidder may withdraw its Bid prior to the time specified for the opening of Bids, if a written withdrawal request is received by the President/CEO or his designee prior to such specified time. In addition, District may allow a Bidder to withdraw its Bid after the Bid opening because of a mistake, if the Bidder submits credible written evidence to District that the mistake was clerical or mathematical in nature, as opposed to a judgment error, and if District determines that the Bid was submitted in good faith and that the mistake was actually due to an unintentional, material and substantial error. A request to withdraw a Bid must be made in writing and received by the District no later than seventy-two (72) hours after the opening of the Bids. In making its determination, District shall not be required to hold a hearing or to make any written findings of fact or conclusions of law. E. Bid Security Each Bid shall be accompanied by a security deposit ("Bid Security") of $10,000 in cash, or a cashier's check, or certified check on a bank or trust company insured by the Federal Deposit Insurance Corporation, or bid bond, made payable to District. The Bid Security of unsuccessful Bidders shall be returned to such Bidders. If a successful Bidder fails to forthwith execute and deliver the Agreement or to forthwith provide the insurance or letter of credit required by the Agreement, the Bid Security shall become the property of District. If a successful Bidder does forthwith execute the Agreement and provide the aforementioned documentation, the Bid Security will be returned to the successful Bidder. F. Reading of Bids Bids must be received by District within the time and date specified above. Bids received after said time and date will be returned unopened. The time and date GSP Airport District Page 4 of 126

5 of receipt of each Bid shall be recorded on the envelope. Each and every Bid received prior to the scheduled closing time for the receipt of Bids will be publicly opened and read aloud at the time and place specified. At the opening of the Bids, only the names of the Bidders and the Minimum Annual Guarantees will be read. G. Bids Retained Once opened, a Bid will become the property of the District and will not be returned. H. Preparation of Bids Bids must be unconditional and made in strict conformity with this IFB and all Addenda (if any) hereto. Blank spaces on the Bid Form and other submittals required by this IFB must be properly and legibly filled in, and the Bidder shall execute the Bid Form as follows: 1. If the Bid is executed by a sole proprietor, that fact shall be evidenced by the word "Owner" appearing after the name of the person executing it. 2. If the Bid is executed by a partnership, that fact shall be evidenced by the words "General Partner" appearing after the name of the general partner executing it. 3. If the Bid is executed by a corporation, it shall be executed in the name of the corporation by, and attested by, its authorized officers, and its corporate seal shall be affixed thereto. 4. If the Bid is executed by a limited liability company, it shall be executed in the name of the limited liability company by an manager or member managerauthorized signatory. 5. If the Bid is executed by any other legal entity, it shall be executed in the name of the legal entity by the person, officer or member having District to bind the entity and his or her District shall be duly referenced. 6. All signatures must be in ink. I. Disqualification for Submitting More Than One Bid A Bidder shall be disqualified for submitting more than one bid; provided that a Bid which has been withdrawn as permitted herein does not preclude the submission of another Bid prior to the time specified for the opening of the Bids. GSP Airport District Page 5 of 126

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7 J. Qualification of Bidders The Bidder must be financially capable and experienced to fully perform the Agreement. This determination will be based upon the District's review of the Bidder Eligibility Form included as Attachment A to this IFB after the opening of the Bids. If a Bid does not contain a Bidder Eligibility Form from a Bidder or if the information contained in the Bidder Eligibility Form is incomplete or not responsive, the Bid may be rejected by the District. K. Bid Submittal Requirements Each Bid submitted shall include the following required items: 1. The entire IFB documents signed and completed as required herein. 2. Acknowledgment of receipt of any Addenda issued. 3. The completed Bidder Eligibility Form, included as Attachment A. 4. The Bid Form, included as Attachment B, and any items required or permitted to be attached to the Bid Form in accordance with the instructions contained therein. 5. Bidder's Affidavit of Non-Collusion, included as Attachment C. 6. Bidder's DBE Goal Form, included within Attachment D. 7. The Bidder's Bid Security. GSP Airport District Page 7 of 126

8 L. Basis of Award Award of the five (5) rental car concessions subject to this IFB shall be made to the qualified, responsive and responsible Bidders submitting the five (5) highest total Minimum Annual Guarantees to the District. The total Minimum Annual Guarantee bid for each Bidder shall be determined by summing the net present value of Minimum Annual Guarantee bids for each of the five (5) years of the Agreement term. The District shall use a discount rate of five percent (5%) to determine net present value of the Minimum Annual Guarantee bid amounts. M. Minimum Bid and Balanced Bids The Minimum Annual Guarantee bid for each Agreement year must be not less than $250,000. Each Bidder is required to submit a "balanced bid". Bidders are required to submit bids which are reasonable and balanced in relationship to their projected business operations at the Airport. The District may require said Bidders to provide additional documentation to the District to evidence that their Bids meet the aforesaid requirement. N. Tie-Bid(s) In the event two or more Bids are received with identical total Minimum Annual Guarantees, the Bid that was received earliest by the District will be considered the higher Bid. (Each Bidder will have its bid date and time stamped upon receipt by the District.) O. Assignment of Facilities Conference Call After bids are opened and read, the District, uupon seventy-two (72) hours notice by the District to the successful Bidders, the District will ask the five (5) highest ranked successful Bidders, in descending order of Bids (highest to lowest), to choose their counter/office locations in Parking Garage A and their Service Facility locations. Not withstanding the previous sentence, if a successful Bidder is a current on-airport rental car operator, such operator shall have the option of retaining their current Service Facility location. Ready/Return locations within the Ready/Return Parking Lot will be allocated in the same order of selection as counter/office locations, but the Ready/Return locations will be based on the space allocations and priorities established for the Ready/Return Parking Area by the District as shown on Exhibit B to the Agreement. The assignment of facilities will take place in the referenced conference call, the time and place and call-in number of which will be established by the District. GSP Airport District Page 8 of 126

9 P. Execution of the Agreement The successful Bidders shall be required, within twenty (20) consecutive calendar days after receipt of a notice of award, to execute and return the Agreement, as presented to it, as well as provide the required insurance documentation and the irrevocable letter of credit required by the Agreement. Should the successful Bidder fail to execute and return the Agreement, required insurance documentation, and the letter of credit within the time allowed, the District, at its discretion, may proceed to the next highest ranked Bidder, rescind the earlier award to said successful Bidder, and re-award the Agreement to the next ranked successful Bidder. Q. Final Award The award shall not be final or effective, nor shall the District be legally bound, until the fully executed Agreement is returned by the District to the successful Bidder. R. Right to Modify Bid Documents The District reserves the absolute right, in its sole discretion, to modify and amend any provision of any of the documents referred to in this IFB (including, without limitation, the Agreement) at any time prior to the deadline for the submission of Bids. Modifications and amendments shall be made by written Addenda to this IFB document. S. Right to Reject Any or All Bids The District reserves the absolute right, in its sole discretion, to reject any or all Bids and to waive minor irregularities and informalities in a Bid and award an Agreement notwithstanding such minor irregularities or informalities, except that the District will not waive the requirement that a Bid be received by the District prior to the deadline for submission of Bids. The District also reserves the right to re-advertise or to proceed with or to provide the service that is the subject of this solicitation in a manner other than by awarding the Agreement under this IFB. In its sole discretion and without competitive bidding, District may extend the term of any then-current agreement or agreements for rental car concessions and/or award a temporary agreement or agreements. GSP Airport District Page 9 of 126

10 T. Right to Cancel Award of the Agreement The District reserves the absolute right to cancel the proposed award of the Agreement to any successful Bidder(s) at any time before an Agreement with such Bidder(s) has been fully executed by the District and returned by the District to the Bidder(s). Any such cancellation by the District shall be without any liability to such successful Bidder except for the return of the Bid guarantee(s). U. Bid at Bidder's Expense No Bidder shall be entitled to any reimbursement or payment for any cost or expense incurred with respect to the submission of a Bid, the consideration of its Bid by District or any of its representatives, or any other matters relative to the bidding process, the consideration of the Bid, or the award of the Agreement. V. Disadvantage Business Enterprises (DBE) 1. District hereby notifies all potential bidders that Disadvantaged Business Enterprises will be afforded full opportunity to submit Bids. No Bidder will be discriminated against on the grounds of age, sex, race, religion, color, national origin or disability in the consideration for an award. 2. The District encourages bids from rental car companies that have been certified as DBEs by the State of South Carolina. All DBE Bidders must be certified by the State of South Carolina under the Unified Certification Program. DBE Bidders must be certified prior to the Bid due date and a copy of the DBE certification letter must accompany the Bid. Any questions may be directed to Mrs. Wanda Jones, DBE Liaison, at or by at wjones@gspairport.com. 3. The District has established a DBE goal of 21.7% pursuant to 49 CFR Part 23, Section has been established for Agreements awarded under this IFB. However, each Bidder is required to establish its own goal and specify on the DBE Goal Form, included in Attachment D, how it proposes to achieve its goal. Each Bidder must also insert its goal on the Bid Form, Attachment B. Each Bidder must document its good faith efforts as outlined in Exhibit A to Attachment D. The District is currently updating its ACDBE Goals. It is anticipated that the DBE goal of 21.7% will be lowered based on recent DBE reported activity. GSP Airport District Page 10 of 126

11 4. Additional information and guidance regarding the District's DBE and ACDBE programs can be found within Attachment D. [This Area Intentionally Left Blank] GSP Airport District Page 11 of 126

12 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT PART II - AIRPORT PASSENGER AND EXISTING RENTAL CAR OPERATOR INFORMATION The following background information on the Greenville-Spartanburg International Airport (Airport), its scheduled airlines, airline schedule, airport passengers and existing rental car operations is provided to assist Bidders in understanding this concession opportunity and developing their Bid to the District. A. Information Regarding the Airport The Airport is operated by the Greenville-Spartanburg Airport District. The District is a body politic created and existing under the laws of the State of South Carolina. The District is comprised of six members serving terms of six year, three of whom are appointed by the Greenville County Legislative Delegation and three of whom are appointed by the Spartanburg County Legislative Delegation. All members are confirmed by the Governor. David N. Edwards, Jr., A.A.E., serves as President/CEO. The Airport is a small-hub commercial service airport located in the Greer, South Carolina. The Airport s terminal building is approximately 226,000 square feet with thirteen (13) second-level jet gates with loading bridges. The Airport is undertaking a major terminal renovation/expansion project that will result in the addition of approximately 150,000 square feet of new terminal building and other associated space. This renovation/expansion project is expected to be completed in early B. The Airport's Market Area The following paragraph contains a brief description of the Airport s primary air service area. This information is provided to describe the Airport's primary passenger catchment area and to show the relative proximity of other commercial service airports within a reasonable driving distance to the Airport. GSP Airport District Page 12 of 126

13 C. The Airport's Primary Air Service Greenville-Spartanburg International Airport is located in the Upstate of South Carolina and is centrally located between downtown Greenville and downtown Spartanburg. The Airport is twelve miles from the City of Greenville and thirteen miles from the City of Spartanburg and is positioned at 965 feet above sea level. It is adjacent to I-85, which keeps driving time accessibility minimal to all citizens in the surrounding areas. It is also in close proximity to the I-26 and I-385, which enhances access from areas north and south of the Airport. Greenville-Spartanburg International Airport serves Upstate South Carolina. The primary air service area for the Airport includes Anderson County, Pickens County, Union County, Spartanburg County, Laurens County, Oconee County, Abbeville County, Greenville County, Greenwood County and Cherokee County. The City of Greenville is located in Greenville County. Greenville County holds approximately thirty-five percent (35%), or 460,000, of the service area's population of approximately 1.3 million people. The nearest commercial service airports to Greenville-Spartanburg International Airport and their approximate drive time to the airport are as follows: D. Airlines' Schedule Asheville, NC (AVL), 1 hour; Charlotte, NC (CLT), 1.5 hours; Columbia, SC (CAE), 1.5 hours; Atlanta, GA (ATL), 3 hours; and Raleigh Durham, NC (RDU), 4 hours. The Airport has approximately 53 flight departures daily and 53 flight arrivals daily. They are provided by six (6) carriers: Allegiant, American, Delta, Southwest, United, and US Airways. The airline schedule for the Airport as of July 1, 2012, is included below. DEPARTURES Carrier Flight City/Pair Departure Exceptions Equipment US 3594 GSP/CLT 5:30 AM Daily CRJ DL 4217 GSP/ATL 6:00 AM Daily CRJ UA 4374 GSP/EWR 6:00 AM X1,6,7 ERJ DL 3775 GSP/DTW 6:10 AM X6,7 CRJ UA 4422 GSP/IAH 6:30 AM X7 ERJ AA 2738 GSP/DFW 6:35 AM Daily ER4 DL 4218 GSP/CVG 6:40 AM X6 CRJ DL 724 GSP/ATL 7:00 AM Daily M88 GSP Airport District Page 13 of 126

14 US 3954 GSP/PHL 7:00 AM Daily CRJ WN 1113 GSP/MDW 7:05 AM X6 73G DL 6102 GSP/LGA 7:09 AM X6,7 ERJ US 3066 GSP/DCA 7:30 AM Daily ERJ US 2344 GSP/CLT 7:45 AM Daily CRJ WN 327 GSP/BWI 7:50 AM X6 73G DL 4169 GSP/ATL 8:40 AM Daily CR9 AG 613 GSP/SFB 8:45 AM X2,4,7 M80 US 4191 GSP/CLT 8:56 AM X6 DH8 DL 4239 GSP/DTW 9:39 AM X6 CRJ UA 5765 GSP/IAH 10:00 AM Daily CRJ WN 909 GSP/MCO 10:15 AM X6,7 73G UA 3405 GSP/ORD 10:26 AM X6,7 ER4 DL 1560 GSP/ATL 10:30 AM X6 M88 UA 4166 GSP/EWR 10:38 AM X6,7 ERJ US 3971 GSP/PHL 11:20 AM X6,7 CRJ US 4194 GSP/CLT 11:29 AM X6 DH8 AG 910 GSP/PGD 11:35 AM X2,3,4,6,7 M80 DL 5173 GSP/ATL 12:00 PM Daily CRJ DL 3773 GSP/DTW 12:40 PM X6 CRJ AA 2880 GSP/DFW 12:50 PM Daily ER4 US 3734 GSP/CLT 12:50 PM Daily CRJ DL 4140 GSP/ATL 1:20 PM Daily CRJ WN 429 GSP/BNA 1:25 PM X6,7 73G US 4198 GSP/CLT 2:05 PM Daily DH3 AG 829 GSP/PIE 2:10 PM X2,4,7 M80 UA 5724 GSP/IAH 2:24 PM Daily CRJ DL 5600 GSP/ATL 2:30 PM X6 CRJ DL 1621 GSP/ATL 3:50 PM X6 M88 US 4330 GSP/CLT 4:00 PM X6 DH3 WN 472 GSP/MDW 4:10 PM X6 73G AG 913 GSP/FLL 4:20 PM X2,4,7 M80 UA 4157 GSP/CLE 4:55 PM X6,7 ERJ DL 4118 GSP/DTW 5:00 PM Daily CRJ WN 2263 GSP/HOU 5:10 PM X6 73G DL 5104 GSP/ATL 5:25 PM X6 CRJ US 3739 GSP/PHL 5:43 PM X6,7 CRJ DL 6100 GSP/LGA 5:47 PM X6,7 ERJ AA 2768 GSP/DFW 6:00 PM Daily ER4 UA 5275 GSP/IAH 6:33 PM X6 ER4 UA 5725 GSP/IAD 6:55 PM Daily CRJ GSP Airport District Page 14 of 126

15 US 3947 GSP/DCA 6:57 PM X5,6 CRJ US 4460 GSP/CLT 7:01 PM X6 DH3 WN 772 GSP/BWI 7:50 PM X6,7 73G GSP Airport District Page 15 of 126

16 AARRIVALS Carrier Flight City/Pair Arrivals Exceptions Equipment US 4191 GSP/CLT 8:21 AM X6 DH8 DL 4239 GSP/DTW 9:13 AM X6,7 CRJ UA 5765 GSP/IAD 9:35 AM Daily CRJ WN 909 GSP/BWI 9:45 AM X6,7 73G DL 1560 GSP/ATL 9:48 AM X6 M88 UA 3410 GSP/ORD 10:01 AM X7 ER4 UA 4166 GSP/EWR 10:13 AM X1,6,7 ERJ US 3971 GSP/PHL 10:51 AM X6,7 CRJ US 4194 GSP/CLT 11:02 AM X6,7 DH8 DL 5173 GSP/ATL 11:34 AM Daily CRJ DL 3773 GSP/DTW 12:14 PM Daily CRJ AG 912 GSP/FLL 12:20 PM X2,4,7 M80 AA 2748 GSP/DFW 12:20 PM Daily ER4 US 3748 GSP/CLT 12:23 PM Daily CRJ DL 4140 GSP/ATL 12:54 PM Daily CRJ WN 135 GSP/MDW 12:55 PM X6,7 73G US 4197 GSP/CLT 1:38 PM Daily DH3 UA 5696 GSP/IAD 1:58 PM Daily CRJ DL 5600 GSP/ATL 2:01 PM X6 CRJ DL 1621 GSP/ATL 3:10 PM X6 M88 US 4341 GSP/CLT 3:16 PM X6,7 DH3 AG 911 GSP/PGD 3:35 PM X2,3,4,6,7 M80 WN 472 GSP/MCO 3:45 PM X6 73G AG 828 GSP/PIE 3:50 PM X2,4,7 M80 DL 6100 GSP/LGA 4:09 PM X6,7 ERJ UA 4157 GSP/IAH 4:30 PM X6 ERJ DL 4118 GSP/DTW 4:35 PM Daily CRJ WN 2174 GSP/HOU 4:40 PM X6 73G DL 5104 GSP/ATL 4:58 PM X6 CRJ US 3739 GSP/PHL 5:05 PM X6,7 CRJ UA 6055 GSP/ORD 5:12 PM X3,5,6,7 ERJ UA 4572 GSP/EWR 5:23 PM X6,7 ERJ AA 2779 GSP/DFW 5:30 PM Daily ER4 UA 5275 GSP/CLE 6:04 PM X6 ER4 US 3947 GSP/DCA 6:27 PM X5,6 CRJ GSP Airport District Page 16 of 126

17 UA 5694 GSP/IAD 6:30 PM Daily CRJ US 4460 GSP/CLT 6:35 PM X6,7 DH3 WN 772 GSP/BNA 7:25 PM X6,7 73G DL 2266 GSP/ATL 7:46 PM Daily M88 AG 612 GSP/SFB 8:05 PM X2,4,7 M80 US 2583 GSP/CLT 8:30 PM Daily CRJ DL 4038 GSP/ATL 8:51 PM Daily CRJ DL 3992 GSP/CVG 9:12 PM X6 CRJ DL 3791 GSP/DTW 9:37 PM X6 CRJ WN 136 GSP/BWI 9:50 PM X6 73G UA 5933 GSP/ORD 10:12 PM X6 ERJ UA 4460 GSP/EWR 10:43 PM X1,3,6,7 ERJ US 3893 GSP/PHL 10:49 PM X6 CRJ DL 3845 GSP/ATL 11:00 PM Daily CR9 WN 720 GSP/MDW 11:20 PM X6 73G AA 2747 GSP/DFW 11:25 PM Daily ER4 US 3735 GSP/CLT 11:28 PM Daily CRJ UA 5287 GSP/IAH 11:45 PM X6 ER4 X-Except 1-Monday 2-Tuesday 3-Wednesday 4-Thursday 5-Friday 6-Saturday 7-Sunday [This Area Intentionally Left Blank] GSP Airport District Page 17 of 126

18 FFor calendar year 2011, the Airport enplaned 885,836 passengers and reported 49,544 operations, approximately 38,536 of these operations were by air carriers. The following chart and table summarizes the airlines' shares of market at the Airport for calendar year On a moving twelve month basis passenger enplanements have reached 955,000 through June Market Share - CY 2011 Allegiant 10% United 9% Delta 29% Southwest 20% US Airways 18% Amercian 6% Continental 8% [This Area Intentionally Left Blank] GSP Airport District Page 18 of 126

19 E. Airport Enplaned Passengers The following table reports five years of historical enplaned passengers at the Airport by month for calendar years 2007 through 2012 to date. HISTORICAL AND PROJECTED REVENUE ENPLANEMENTS GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT Month CY2007 CY2008 CY2009 CY2010 CY2011 CY2012 January 55,802 55,647 42,609 42,682 44,497 64,070 February 51,621 55,702 39,790 40,408 43,763 62,598 March 64,653 61,289 51,444 51,140 71,532 75,776 April 65,019 62,210 52,280 51,653 77,441 78,458 May 70,732 65,390 55,519 55,641 82,759 84,680 June 72,503 65,579 60,136 60,105 85,730 86,724 July 69,596 65,717 62,705 62,159 85,661 August 67,562 59,479 56,027 57,204 78,851 September 64,321 53,289 52,456 53,504 76,221 October 69,774 59,821 55,872 59,082 85,807 November 68,111 52,065 51,797 53,465 79,062 December 62,981 55,968 49,784 51,196 75,385 Source: Airport District Records. F. Existing Rental Car Concessions The District has five (5) existing rental car concessions at the Airport. These five (5) concessions commenced on July 1, 2008 and the concession agreements covering them expire June 30, 2013 (the District will be terminating the existing Agreements earlier due to the relocation of existing rental car facilities.). The current car rental operators are Avis Rent A Car System, Inc. ("Avis"). Hertz Corporation ("Hertz"), Budget Rent A Car Systems, Inc. ("Budget"), Enterprise Rent A Car ( National ), and Enterprise Rent A Car ( Enterprise/Alamo ). GSP Airport District Page 19 of 126

20 G. Information on Historical Rental Car Revenues The following are total gross revenues by month from the Airport s five (5) rental car concessions for calendar years 2007 through 2012 to date. The following are reported Gross Revenues (as adjusted) for the five (5) current operators of rental car concessions at the Airport for calendar years 2009, 2010, 2011, and 2012 to date: GSP Airport District Page 20 of 126

21 H. Off-Airport Rental Car Companies Dollar and Thrifty Car Rental areis the only off-airport rental car companiesy currently operating at the Airport. The District imposes an annual $25.00 Administrative Fee, an annual $ Permit Fee, and a $14.46 per customer transaction fee. Combined off-airport rental revenue to the District was $55,407.50, $70,281.72, and $115, for Fiscal Years 10, 11 and 12 respectively. I. Qualifications on Data and Information Provided The financial and statistical information provided in the paragraphs and tables above is from data reported to the District and is for informational purposes only. The District does not warrant the accuracy of said information nor does it represent in any way that passenger enplanements levels or gross revenues achieved in the past will be achieved in future years. Each Bidder shall assume the responsibility of assessing on its own behalf potential Airport passengers and gross revenues from the management and operation of rental car concessions. [This Area Intentionally Left Blank] GSP Airport District Page 21 of 126

22 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT PART III - DESCRIPTION OF RENTAL CAR CONCESSION I. The following is a summary description of the rental car concession subject to this IFB: A. Concession Defined The concessions to be awarded will grant the successful Bidders the right, privilege and obligation to provide and rent late model passenger-type automobiles to passengers and customers of the Airport, all as more fully described, granted and limited by the terms, conditions and limitations of the Agreement contained in Part V of this IFB. B. Bids and Branding A Bidder may submit only one bid for each rental car brand or brands. In its Bid, Bidder must identify the rental car brand or brands, which it will utilize at the Airport during the term of the Rental Car Concession Agreement and Lease. Although a successful Bidder may discontinue the utilization of a brand or brands during such term, Bidder shall not add a brand or brands or substitute a brand or brands during such term. The brand or brands utilized by Bidder shall occupy only one counter/office facility, one ready/return area, and one service facility area. Each brand may be represented by only one successful Bidder and operated from only the successful Bidder's area. Bidder s may single or dual brand only. C. Rental Car Concession Agreement and Lease The management and operation of the rental car concession will be governed by the Agreement included in Part V of this IFB. In the event of a conflict between the provisions of the Agreement and any other provision of IFB documents, the provisions of the Agreement shall control. GSP Airport District Page 22 of 126

23 D. Concessions to be Awarded The District will award up to five (5) rental car concessions under this IFB. The concessions and the Agreements will be non-exclusive and the District reserves the right to award additional concessions. E. Term of Agreement The Agreement will be for a term of a five (5) full Agreement Years (July 1 June 30), plus an initial partial Agreement Year (commencement date through June 30, 2013), and subject to an option by the District to extend the term of the Agreement for one (1) additional term of five (5) years. The Agreement is expected to commence on January 15, 2013 and expire on June 30, However, the commencement date will be contingent upon the completion of the rental car facilities in the A Parking Garage that are currently under construction. There may be a transition period on one or more of the awards if an incumbent operator is not a successful Bidder, with any new operator s agreement becoming effective as of July 1, During the initial partial year Agreement Period all incumbent operators shall retain the rates and charges structure under their current rental car agreement with the District. To be considered an incumbent operator, Bidder s must bid the brand or brands as they exist under their current rental car agreement with the District. F. Concession Fee The annual concession Privilege Fee shall be the greater of the Percentage Fee or the Minimum Annual Guarantee, both as defined in the Agreement attached as Part V. The Percentage Fee shall be ten percent (10%) of Commissionable Gross Receipts as defined in the Agreement. The Minimum Annual Guarantee shall be the amount bid for the applicable Agreement year, subject to adjustment as provided for in the Agreement. G. Agreement Security The successful Bidder shall be required to provide the District with an irrevocable standby letter of credit or bond in a sum equal to fifty percent (50%) of Bidder's Minimum Annual Guarantee as Contract Security. Bidders should carefully read the Agreement contained in Part V for the specifics and application of this requirement. H. Security Fee Each successful Bidder shall be required to pay the District an annual Security Fee, as defined and calculated in the Agreement attached as Part V. This GSP Airport District Page 23 of 126

24 Security Fee will reimburse the District for security services it provides to car rental operators and its customers using the Airport. I. Contract Facility Charge (CFC) Each successful Bidder shall be required to pay the District CFC, as defined and calculated in the Agreement attached as Part V. This CFC will reimburse the District for certain infrastructure, and operations and maintenance costs associated with the facilities and services it provides to car rental operators and its customers using the Airport. J. Description of Facilities The following space and facilities will be provided to the successful Bidders to manage and operate their rental car concession under the award made pursuant to this IFB. 1. Counter/Office/Lobby The District will have five (5) counter/office facilities and two (2) common lobby areas in the A-Parking Garage, three (3) counter/office locations on Level 1 and two (2) on Level 2. The Level 1 counter/office/lobby facilities are approximately 2,400 square feet while the other Level 2 facilities are 2,100 square feet. Each rental car counter/office location is approximately 475 square feet. In addition, public restrooms will be provided on Level 1. Successful Bidders in the order of their Bids (high to low) will have their turn selecting counter/office facilities. The counter/office facilities are shown on Exhibit A to the Agreement attached as Part V of this IFB. The initial rental for these facilities is $60.00 per square foot per annum. 2. Ready/Return Spaces The District will have a total of approximately 405 ready/return spaces in the A-Parking Garage, with approximately 255 ready/return spaces on Level 1 and 150 ready/return spaces on Level 2 (see Exhibit B to the Agreement). The space will be allocated to the five (5) successful Bidders to use in the management and operation of their rental car concessions. The ready/return spaces will initially be allocated among the successful Bidders based on each Bidder's total Bid guarantee as a percentage of the total Bid guarantees of all Bidders with each successful Bidder receiving a minimum allocation of forty (40) spaces. The spaces will be allocated to successful Bidders based on the ranked order of their Bids (high to low). Ready/return spaces will be reallocated annually based on each rental car operator's percentage of total rental car concession reported Commissionable Gross Receipts reported by all rental car operators at the GSP Airport District Page 24 of 126

25 Airport for that year. The initial rental for ready/return space is $85.00 per space per month or $1, per space per year. 3. Service Facilities There are five (5) service facilities for the fueling, washing and servicing of automobiles, and associated automobile storage areas (see Exhibit C to the Agreement). Each successful Bidder will be required to operate from these facilities. If an incumbent rental car operator is a successful bidder they will be allowed to remain in their current facility and not be required to relocate. The entire capital cost of the original facility construction is being paid through a Customer Facility Charge, which is currently in place at $4.00 per transaction day. As such, no building rent will apply to the Service Facilities during the term of this Agreement. The ground rent for the service facilities will initially be $1,100,000 per annum. Ground Rent shall be apportioned among the rental car operators based on the percentage of area allocated to them each Agreement Year, with the balance of ground rent being included in the CFC as described in the Agreement. Each service facility is separately metered and utilities will be the responsibility of each individual operator. There will also be a Common Area Operation and Maintenance Fee of $275,000 per annum for maintenance of landscaping, snow removal, common lighting, etc., such fee shall be adjusted annually based on budgeted costs for such items and be included in the CFC. II. Contract Facility Charge The District has in place a Contract Facility Charge (CFC) of $4.00 per each transaction rental day on all rental car customers renting vehicles from any rental car operator located at the Airport. Each successful Bidder shall be required to charge and collect said CFC on customer rental agreements and remit said CFCs to the District monthly. Initially the District will allocate monthly CFC receipts in the following manner: (1) CFC receipts will be first applied to reimburse the District for certain costs it incurs in constructing, maintaining and/or operating facilities associated with rental car operations, as outlined in the Agreement, (2) any CFC receipts remaining will be placed in a CFC fund to be used by the District to fund future costs of facilities to benefit the car rental operators and/or their customers, and (3) CFC may be used as otherwise determined by the District. Potential Bidders are directed to read the Agreement included as Part V of this IFB for the specific details regarding the imposition, collection, remittance and use of this CFC. GSP Airport District Page 25 of 126

26 [This Area Intentionally Left Blank] GSP Airport District Page 26 of 126

27 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT PART IV - ATTACHMENTS TO IFB This part contains the following Attachments which are part of this IFB document. A. List of Attachments 1. Attachment A - Bidder's Eligibility Form 2. Attachment B - Bid Form 3. Attachment C - Bidder's Affidavit of Non-Collusion 4. Attachment D - DBE Program and Goal Form B. Completion of Attachments Bidders shall consult Part I - Instructions to Bidders and the individual Attachment itself for instructions and/or information relative to completion of the Attachment in question. [This Area Intentionally Left Blank] GSP Airport District Page 27 of 126

28 I. OVERVIEW GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT ATTACHMENT A - BIDDER S ELIGIBILITY FORM Bidders interested in managing and operating a rental car concession at Greenville-Spartanburg International Airport ("the Airport") must complete this form in full and timely submit it to the District, as part of its IFB documents. This form will enable the District to determine whether the Bidder has met the District's minimum eligibility requirements for submitting a bid. If this Bidder s Eligibility Form is not submitted, or if the information contained herein is incomplete or not responsive or if the Bidder does not have the apparent financial capability to perform the Rental Car Concession Agreement and Lease, the Bidder's Bid may be rejected by the District. Use additional pages as necessary, but please indicate at the top of each page the number and/or letter of the paragraph to which each such page relates. II. BIDDER INFORMATION A. Name B. Address C. Telephone No. D. Fax No. E. Contact Person F. Type of Organization (Check all that apply) (If the Bidder is a franchisee, joint venture, or subsidiary, then the information requested below shall be provided for the franchisee and parent entity of franchisor, for each company forming the joint venture, or for the subsidiary and parent.) ( ) Corporation ( ) Partnership ( ) Joint Venture ( ) Sole Proprietorship GSP Airport District Page 28 of 126

29 ( ) Other (explain) G. IF A PARTNERSHIP, ANSWER THE FOLLOWING: 1. Date of Organization: / / 2. General Partnership ( ) Limited Partnership ( ) 3. Partnership Agreement recorded? Yes ( ) No ( ) Date Book Page County State 4. Has the Partnership done business in South Carolina? Yes ( ) No ( ) When? 5. Name, Address and Partnership share of each general partner: NAME ADDRESS SHARE % % % % H. IF A CORPORATION, ANSWER THE FOLLOWING 1. Incorporation date? / / 2. State where incorporated? 3. Is the corporation authorized to do business in South Carolina? Yes ( ) No ( ) If so, as of what date? GSP Airport District Page 29 of 126

30 If South Carolina is not the state of incorporation: Address of the registered office in South Carolina: GSP Airport District Page 30 of 126

31 Name of registered agent in South Carolina at such office: Attach copy of Certificate of District to transact business in South Carolina. 4. Is the corporation held publicly ( ) or privately ( )? 5. Furnish the name, title and address of each officer and principal shareholder owing ten percent (10%) or more of the corporation s issued stock. OFFICER S NAME POSITION PRINCIPAL SHAREHOLDERS ADDRESS I. IF A JOINT VENTURE, ANSWER THE FOLLOWING: 1. Date of Organization? / / 2. Joint Venture Agreement recorded? Yes ( ) No ( ) Date Book Page County State 3. Has the Joint Venture done business in South Carolina? Yes ( ) No ( ) When? GSP Airport District Page 31 of 126

32 4. Name, address and percent of ownership of each Joint Venturer: NAME ADDRESS SHARE % % % % III. FINANCIAL INFORMATION A. Financial Statements For each of Bidder s last two fiscal or calendar years, Bidders shall attach an annual report or Balance Sheet and an Income Statement with all accompanying financial statements and notes prepared in accordance with generally accepted accounting principles reflecting Bidder's current financial condition, together with a copy of an independent audit report issued by a Certified Public Accountant. In the event that the Bidder is not a publicly-held entity producing audited, annual financial statements specifically meeting all of the above requirements, District will accept a Balance Sheet and an Income Statement meeting the above requirements but without an independent audit report issued by a Certified Public Accountant. These financial statements shall be prepared by and/or certified to by either a Certified Public Accountant or Bidder's Chief Financial Officer and shall present Bidder's financial condition to the reasonable satisfaction of District. B. Financial Responsibility Please attach evidence of Bidder's financial responsibility, such as a credit rating from a qualified firm preparing credit ratings, a letter of credit worthiness from a bank, a letter of credit from an FDIC insured bank describing Bidder's credit line, or other appropriate credit reference. In the event that the Bidder has a current, satisfactory credit rating from a nationally recognized credit rating firm (i.e., Standard and Poor's, Moody's, etc.), Bidder may reference said rating in lieu of providing a written credit rating from said firm or firms. In the event that District determines that additional information concerning said reference is necessary (including written documentation of the reference), Bidder shall provide the requested information forthwith upon written request of the District. GSP Airport District Page 32 of 126

33 C. Surety Information Has the Bidder had a bond or surety canceled or forfeited within the past ten (10) years? Yes ( ) No ( ) If yes, state name of bonding company, date, amount of bond, and reason for such cancellation or forfeiture. D. Bankruptcy Information Has Bidder or a principal owner of Bidder been declared bankrupt within the past ten (10) years? Yes ( ) No ( ) If yes, state case name, date of proceeding, court jurisdiction, amount of liabilities, amount of assets, and disposition. E. Contract Termination/Cancellation for Failure to Perform At any time during the last five (5) years, Hhas Bidder or any entity affiliated with it ever been a party to a concession, lease or management agreement to manage and/or operate a rental car concession at any airport or other location and had such agreement terminated or canceled for failure to failed to perform or meet the provisions of the concession, lease or management agreement for the full term thereof? Yes ( ) No ( ) If yes, please state the name of airport or lessor, date of award and describe the circumstances of the termination or cancellation. GSP Airport District Page 33 of 126

34 F. Litigation and Arbitration At any time during the previous five (5) years, has Bidder or any entity or affiliate owned or controlled by it or by the person or persons who own or control Bidder been involved as a party in any litigation or arbitration with respect to a breach or alleged breach of a rental car concession agreement and/or lease relative to an airport? Yes ( ) No ( ) If yes, state the name and location of each airport and the caption (with the parties' names) for each case. G. Violations of Law 1. At any time during the previous ten (10) years, has Bidder or any partner, joint venture participant or individual serving as an officer of Bidder been convicted of, or pleaded guilty or no contest to, a felony crime? Yes ( ) No ( ) (If yes, attach detailed information.) 2. Is Bidder or any partner, joint venture participant or individual serving as an officer of Bidder currently under investigation in a felony criminal proceeding? Yes ( ) No ( ) (If yes, attach detailed information.) H. Financial References List onetwo financial institution (other than the one identified or used in item III.B. above)s and at least two other business entities with whom Bidder has conducted significant financial transactions during the past three (3) years. Bidders may attach a letter of reference from each of them. Bidders hereby authorize the District to contact the references listed. REFERENCE NO. 1 - Financial Institution GSP Airport District Page 34 of 126

35 FIRM: CONTACT PERSON: TITLE: ADDRESS: TELEPHONE: NATURE OF ASSOCIATION: REFERENCE NO. 2 - Financial Institution FIRM: CONTACT PERSON: TITLE: ADDRESS: TELEPHONE: NATURE OF ASSOCIATION: REFERENCE NO Other FIRM: CONTACT PERSON: TITLE: ADDRESS: TELEPHONE: NATURE OF ASSOCIATION: REFERENCE NO Other FIRM: CONTACT PERSON: TITLE: ADDRESS: TELEPHONE: NATURE OF ASSOCIATION: GSP Airport District Page 35 of 126

36 IV. EXPERIENCE AND OPERATIONS INFORMATION A. Number of years Bidder has managed and operated airport rental car concessions. (If services are to be performed by a joint venture or partnership, indicate the experience of each party.) 1. Airport Rental Car Concessions: years 2. Joint Venture: years years 3. Partnership: years years B. Provide a list of all domestic airports where Bidder has managed and operated a rental car concession during the past five (5) years: B. Airport Name Years Operated If the Bidder is a rental car franchisee, attach a copy of the relevant binding letter of intent or the franchise agreement. C. List at least two (2) and no more than five (5) airport locations most similar in size and operation to the Airport where Bidder has managed and operated a rental car concession within the last five (5) years, giving the dates of operation for each location and the gross revenues for each operation for the last three years. Include a brief description of the operation and the facilities. Include names, addresses, and telephone numbers for contact persons for such airports. Bidder hereby authorizes the District to contact the persons listed. List at least two (2) and no more than five (5) airport locations most similar in size and operation to the Airport where Bidder has managed and operated a rental car concession within the last five (5) years, giving the dates of operation for each location and the gross revenues for each operation for the last three years. Include a brief description of the operation and the facilities. Include names, addresses, and telephone numbers for contact persons for such airports. Bidder hereby authorizes the District to contact the persons listed. GSP Airport District Page 36 of 126

37 D. Name and experience of key regional and local personnel of Bidder: (Attach experience summaries and identify proposed site manager and his or her experience): TITLE NAME EXPERIENCE Attach any additional relevant information concerning the Bidder and its businesses which would enable the District to evaluate the Bidder's experience, qualifications, and ability to perform the Rental Car Concession Agreement and Lease. E. Is your firm a Disadvantaged Business Enterprise (DBE)? Yes ( ) No ( ) Is yes, please include supportive documentation. (Please contact Mrs. Wanda Jones, the District's DBE Officer, for information and forms.) F. If the Bidder is a rental car franchisee, attach a copy of the relevant binding letter of intent or the franchise agreement. C.G. If the Bidder does not have at least five (5) years of such airport rental car experience within the last seven (7) years, please complete or provide the following (if airport rental car experience is shown in item IV.B. above, this item IV.C. does not need to be completed): o Set forth the name and address, and describe the business background, of the person or persons to be employed as manager(s) of the Bidder's rental car concession (should Bidder be awarded a rental car concession). GSP Airport District Page 37 of 126

38 o State the largest gross receipts your organization has realized from the operation of the Bidder's businesses at any one (1) airport in any one (1) year within the last five (5) years: $ Year o State the number of cars which your organization will have available for rent to the public at the Airport during its projected peak business day of the week during the first year of the Agreement: o State the hours which you propose to operate the counter/office and ready/return areas and reservation system at the Airport: o Do you have a nationwide reservation system? State the number of locations in airports of such a system: o State the name of each of your credit card affiliations: o Do you offer inter-city service? Yes ( ) No ( ) If yes, list the names of the major cities to which such service is offered. o State the number and location of your operating outlets and facilities in the Greenville/Spartanburg, South Carolina and Charlotte, North Carolina areas. GSP Airport District Page 38 of 126

39 o State the number of rental cars owned or leased by your company in your fleet in South Carolina, North Carolina and Tennessee. o Do you participate in a national advertising program? GSP Airport District Page 39 of 126

40 o State the amount of your local/national advertising program annually. $ o Has any lease or concession agreement for the operation of a rental car concession or other business enterprise held by your organization ever been terminated or canceled? Yes ( ) No ( ) If yes, provide additional details. o List the names of three (3) persons (other than District employees and members of the District) having knowledge of your ability to conduct the rental car concession as described in the IFB documents. Bidder hereby authorizes the District to contact the persons listed. Name: Title: Address: Telephone: Nature of Association: Name: Title: Address: Telephone: Nature of Association: GSP Airport District Page 40 of 126

41 Name: Title: Address: Telephone: Nature of Association: H. Attach any additional relevant information concerning the Bidder and its businesses which would enable the District to evaluate the Bidder's experience, qualifications, and ability to perform the Rental Car Concession Agreement and Lease. GSP Airport District Page 41 of 126

42 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT ATTACHMENT B - BID FORM TO: Mr. David N. Edwards, Jr., A.A.E. President/CEO Greenville-Spartanburg Airport District ("District") 2000 GSP Drive, Suite 1 Greer, South Carolina FROM: RE: Invitation For Bids Management and Operation of a Rental Car Concession Greenville-Spartanburg International Airport Pursuant to the District's Invitation For Bids (IFB), the undersigned hereby submits this Bid based on and subject to the terms and conditions of the IFB documents, which documents have been read by the undersigned and to which the undersigned agrees. The undersigned will operate only the following rental car brand(s) under and pursuant to the Agreement:. Based upon the terms, provisions and conditions of the IFB documents, and if this Bid is accepted, the undersigned hereby agrees to pay to the District on an Agreement Year basis, either the following Minimum Annual Guarantee (as adjusted per the Agreement) or a ten percent (10%) Percentage Fee of the Commissionable Gross Receipts as specified in Part V, the Agreement, whichever is greater: Agreement Year Minimum Annual Guarantee: a. Dollars ($ ) Year 1 (Amount expressed in words) (Amount in figures) b. Dollars ($ ) Year 2 (Amount expressed in words) (Amount in figures) GSP Airport District Page 42 of 126

43 c. Dollars ($ ) Year 3 (Amount expressed in words) (Amount in figures) d. Dollars ($ ) Year 4 (Amount expressed in words) (Amount in figures) e. Dollars ($ ) Year 5 (Amount expressed in words) (Amount in figures) Total Dollars ($ ) (Amount expressed in words) (Amount in figures) The Minimum Annual Guarantee Bid shall not be less than $250,000. for any of the five (5) Agreement Years. The Minimum Annual Guarantee Bid for the second through fifth Agreement Years shall not be less than the Bid for the preceding Agreement Year. If the Minimum Annual Guarantee Bid for any Agreement Year is less than $250,000 or the applicable minimum Bid amount provided for in the preceding sentence, the Bid will be rejected by the DistrictThe District will reject any Bid less than $250,000. If a Bidder fails to provide a Minimum Annual Guarantee for each Agreement Year, the Bid will be rejected by the District. If Bidder is submitting its Bid as a DBE firm, it shall complete subparagraph "a" below. If Bidder is not submitting as a DBE firm, it shall complete subparagraph "b" below. a. Name of DBE firm: (If Bidder is submitting as a DBE firm) Address: Telephone (with area code): ( ) Name of Certifying Agency: Date of On-Site Visit: Effective Date of Certification: Certifying Agency Representative: b. DBE Goal (If Bidder is not submitting as a DBE firm): GSP Airport District Page 43 of 126

44 Agreement Year 1 % 2 % 3 % 4 % 5 % (If Bidder is not submitting as a DBE firm) Description of work or goods and services to be performed or provided by DBE firms: The Bidder hereby represents and certifies to the District that: This Bid is made without connection with any other Bidder, and it is made in good faith without collusion or fraud; the Bidder has fully examined and understood the Invitation for Bids and all documents attached thereto (including, but not limited to, the Rental Car Concession Agreement and Lease); if this Bid is accepted, the Bidder shall forthwith execute District's Rental Car Concession Agreement and Lease in the form attached as Part V of the IFB documents.; and the Bidder has completed the Bid schedule, in item 3 above, which is incorporated herein. (For purposes of gender and if required by the context hereof, the word "it" as used in this Bid in lieu of the word "Bidder" shall be deemed to also include "he" and "she".) The Bidder acknowledges receipt of the following Addenda (if any): Number of Addenda Date of Receipt #, 2012 #, 2012 #, 2012 #, 2012 Bidder's Mailing Address: Bidder's Telephone Number: ( ) Bidder's Facsimile Number: ( ) GSP Airport District Page 44 of 126

45 This the of, Bidder's Name By: Title: Attested by (if a corporation): By: Title: Seal (if a corporation): [This Area Intentionally Left Blank] GSP Airport District Page 45 of 126

46 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT ATTACHMENT C - AFFIDAVIT OF NON-COLLUSION STATE OF COUNTY OF Personally appeared before me, being duly sworn, says that he/she is a member of and further says that such firm, association, corporation or other entity has not, either directly or indirectly, entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of competitive bidding in connection with the submission of a Bid in response to the above-named solicitation. Further, swears and affirms that all legal formalities required for the proper execution of affidavits pursuant to the laws of his/her state have been complied with and further agrees on behalf of himself/herself, his/her firm association, corporation, or other entity that in any subsequent prosecution of perjury of him/her, his/her firm association, corporation, or other entity, it shall not be a defense to such perjury charge that said formalities were not in fact complied with. Printed Name and Title Legal Signature SWORN before me this day of, Notary Public for Notary Public GSP Airport District Page 46 of 126

47 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT ATTACHMENT D - DBE and ACDBE PROGRAM AND GOAL FORM Included as Exhibit A to this attachment, Bidders will find a copy of the District s current Airport Concessions Disadvantaged Business Enterprise (ACDBE) Program. This information and the District s DBE Officer, Mrs. Wanda Jones ( ), will provide prospective Bidders with District ACDBE program resources and forms to assist it in developing its ACDBE goals and completing the DBE goal form attached. The DBE goal form attached will supplement the DBE goal information included in Bidder s Bid Form and will enable the District to prepare Exhibit HI to the proposed Rental Car Concession Agreement and Lease. [This Area Intentionally Left Blank] GSP Airport District Page 47 of 126

48 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT ATTACHMENT D - ACDBE GOAL FORM The Bidder proposes to achieve the following DBE goal(s) for each Agreement Year under the Agreement contained in Part V of this IFB document expressed as a percentage of Operator s Commissionable Gross Receipts for said years. Agreement Year 1 % Agreement Year 2 % Agreement Year 3 % Agreement Year 4 % Agreement Year 5 % The Bidder proposes to achieve said goal(s) through the procurement of the following goods and services: The Bidder has identified the following DBE firms as potential qualified DBE providers of such goods and services to Bidder. (Bidder should also reference the basis of the firm s qualifications and/or certification.) GSP Airport District Page 48 of 126

49 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT EXHIBIT A to ATTACHMENT D AIRPORT CONCESSION DISADVANTAGED BUSINESS ENTERPRISE (ACDBE) PROGRAM (Attached) GSP Airport District Page 49 of 126

50 GREENVILLE-SPARTANBURG AIRPORT DISTRICT INVITATION FOR BIDS MANAGEMENT AND OPERATION OF A RENTAL CAR CONCESSION AT GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT PART V - RENTAL CAR CONCESSION AGREEMENT AND LEASE RENTAL CAR CONCESSION AGREEMENT AND LEASE BETWEEN GREENVILLE-SPARTANBURG AIRPORT DISTRICT AND July 2012 (DRAFT) Revised September 5, 2012 GSP Airport District Page 50 of 126

51 RENTAL CAR CONCESSION AGREEMENT AND LEASE TABLE OF CONTENTS ARTICLES Page DEFINITIONS 5346 INTERPRETATION AND EXHIBITS 5750 PREMISES AND FACILITIES 5851 USE OF PREMISES 5952 TERM 6053 CONCESSION PRIVILEGES AND OBLIGATIONS OF OPERATOR 6154 CONCESSION FEES, RENTALS AND OTHER CHARGES 6659 PAYMENT OF RENTALS, PRIVILEGE FEES AND CHARGES 7465 OPERATOR'S OBLIGATIONS OF MAINTENANCE AND IMPROVEMENTS 7970 OBLIGATIONS OF DISTRICT 8172 RULES AND REGULATIONS; COMPLIANCE WITH LAWS 8273 DAMAGE OR DESTRUCTION 8374 INDEMNIFICATION AND INSURANCE 8475 TERMINATION AND DEFAULT UNDER AGREEMENT 9080 ASSIGNMENT, SUBLEASE AND TRANSFERS 9585 GOVERNMENT INCLUSION AND GOVERNMENTAL COVENANTS 9687 GENERAL PROVISIONS GSP Airport District Page 51 of 126

52 RENTAL CAR CONCESSION AGREEMENT AND LEASE This Rental Car Concession Agreement and Lease ("Agreement") is entered into this day of January, 2012, by and between Greenville-Spartanburg Airport District ("District"), a body politic created and existing under the laws of the State of South Carolina., and ("Operator"), a corporation organized, existing and doing business under and by virtue of the laws of the State of. WITNESSETH: WHEREAS, District operates and maintains the Greenville-Spartanburg International Airport ("Airport"); and WHEREAS, Operator is engaged in the business of providing automobile rental services to passengers and other customers at airports and elsewhere; and WHEREAS, having automobile rental services at the Airport is necessary and desirable for the proper accommodation of passengers and other customers arriving at and departing from the Airport; and WHEREAS, District desires to lease certain facilities and grant certain concession rights to Operator in order to make Operator's automobile rental services available at the Airport; and WHEREAS, Operator is qualified, ready and able to perform said services, and desires to lease certain Airport space and obtain certain rights and privileges with respect thereto to allow it to furnish automobile rental services to Airport passengers and customers; and WHEREAS, in consideration of leasing of said space and obtaining said rights and privileges from District, Operator is willing to make certain covenants and assume and undertake certain terms, conditions and obligations under this Agreement; NOW, THEREFORE, in consideration of the mutual covenants, conditions, terms, privileges and obligations set forth herein, District and Operator hereby covenant and agree, for themselves, their successors and assigns, as follows: GSP Airport District Page 52 of 126

53 ARTICLE 1 DEFINITIONS Except as otherwise clearly indicated by the context, the words and phrases defined in this section will have the following meanings when used elsewhere in this Agreement "Agreement Year" means each period of twelve (12) consecutive calendar months beginning on July 1 and ending at midnight on June 30 of each year. A partial Agreement Year is anything less than a full Agreement Year "Airport" means the Greenville-Spartanburg International Airport as it presently exists and as it is hereinafter modified or expanded "President/CEO" means the President/CEO as appointed by District, any successor or successors to the duties of such official, or any other person specifically designated to act on behalf of said President/CEO "Airport Terminal Complex", Terminal Complex, "Terminal Building" or "Terminal" means the passenger terminal building and associated facilities such as Parking Garage A, roadways, etc. at the Airport as it presently exists and as it is hereinafter modified or expanded "Certified Statement" means the certified statement required by Section 8.05 and as depicted on Exhibit DE "Commencement Date" means the day and month designated by District as the commencement date of the term of this Agreement in its Notice of Award to Operator "Commissionable Gross Receipts" means Gross Receipts less only the following: sales taxes which are separately stated on Operator's vehicle rental agreements and vehicle short-term leasing agreements, and which Operator collects and remits separately to governmental taxing authorities, as required by law; compensation received by Operator from customers and insurance carriers in payment of actual damages to, or the destruction or theft of, vehicles and other personal property of Operator (but provided that compensation and payments for the loss of use of vehicles are to be included as part of the Commissionable Gross Receipts); compensation received from any final sale of a vehicle or other personal property of Operator to an unrelated third party (provided that Operator does not regain or retain any title, right, interest or ownership in or to the vehicle or other personal property); and CFC receipts and revenue collected pursuant to Section 7.05 of Article 7 of this Agreement. GSP Airport District Page 53 of 126

54 1.08 Common Area Maintenance Fee means the fee described in Section 7.04 of Article 7 of this Agreement "Concession Recovery Fee" means the fee described in Section 6.06 of Article 6 of this Agreement "Contract Security" means the irrevocable letter of credit or bond provided by Operator pursuant to and in accordance with the terms of Section 7.06 of Article 7 of this Agreement "Counter/Office Space" means that counter, office and counter queue area depicted on Exhibit A to this Agreement or the space, if any, provided by District in substitution therefor from time to time "CPI" means the change, if any, reported over the most recently reported twelve (12) month period in the Consumer Price Index, All Urban Consumers (CPI) published by the United States Department of Labor, Bureau of Labor Statistics ( = 100) or its designated replacement Index "Contract Facility Charge" or "CFC" means the charge imposed by District for each rental transaction day on each of Operator's rental car customers as referred to in Section 7.05 of Article 7 of this Agreement "Enplaned Passengers" means all originating passengers enplaning in scheduled or charter air carrier service at the Airport and reported to District "Environmental Laws" means every applicable law, ordinance, rule, regulation, permit, permit condition, order, and directive regulating, relating to, or imposing liability standards of conduct relating with respect to any Hazardous Materials, or to environmental matters, including, without limitation, those relating to fines, orders, injunctions, penalties, damages, contribution, cost recovery compensation, losses, or injuries resulting from the release or threatened release of any Hazardous Materials, or regulating or relating to the generation, use, storage, transportation, or disposal of any Hazardous Materials "Environmental Permits" means all permits, licenses, approvals, authorizations, consents, and registrations required by any Environmental Laws, whether Federal, state or local, which pertain to the production, use, treatment, generation, transportation, processing, handling, disposal, or storage of any Hazardous Materials "Facilities Improvement Recovery" means the cost of Leasehold Improvements plus the imputed cost of financing same calculated at an interest rate of 5.5 percent per annum. GSP Airport District Page 54 of 126

55 1.18 "Gross Receipts" means all fees, charges and receipts of any and all kinds and descriptions, without deduction for any credit card discount, from or on account of Operator's business or activities originating on, at, from or with respect to the Leased Premises, Operator's rental car concession at the Airport, this Agreement, Operator's vehicle fleet assigned to the Airport, or foreign vehicles temporarily assigned or rented from the Airport (no matter where the reservation therefor, the rental thereof, or the delivery or possession of said vehicle is made), including but not limited to reservations made through other operators or travel agencies or by way of telephone, computer or any other means of communication, including but not limited to the following: taxes, CFCs and any other amounts collected or due from, for or on behalf of Operator's customers, and revenue and consideration of any and all types and in any and all forms which are collected, accrued, received, receivable, allocated or allocable or which should have been collected, accrued, received, receivable, allocated or allocable by, for or to Operator or any person or entity acting for or on behalf of Operator, including its franchisor or any affiliated person or entity. Gross Receipts shall include but are not limited to the following specified items: 1. Sales taxes which are separately stated on Operator's vehicle rental agreements and vehicle short-term leasing agreements, and which Operator collects and remits separately to governmental taxing authorities, as required by law; 2. Compensation received by Operator from customers and insurance carriers in payment of actual damages to, or the destruction or theft of, vehicles and other personal property of Operator, including, for example, payments for loss of use of vehicles; 3. Compensation received from any and all final sales of vehicles and other personal property of Operator; 4. CFC receipts and revenue collected pursuant to Section 7.05 of Article 7 of this Agreement; 5. Base, time and mileage charges and fees for the rental and short-term leasing of vehicles; 6. Premiums and any and all other fees and charges for personal accident insurance, personal effects insurance coverage, baggage insurance, personal effects protection insurance, liability insurance, liability insurance supplements, and any and all other types and kinds of insurance coverages and policies (regardless of how they be denominated, regardless of the parties covered, and regardless of the risks insured against); GSP Airport District Page 55 of 126

56 7. Any and all sums for insurance waivers, collision damage waivers, and loss damage waivers, whether cash or credit and whether collected or uncollected; 8. Fuel service charges, prepaid fuel, fuel replacement fees waiver, and any and all other types and kinds of charges for fuel, fuel replacement and fuel service; 9. Inter-city fees and drop charges; 10. Concession Recovery Fees charged to customers; 11. Any and all charges made to customers for any and all equipment and services provided for, on account of or incidental to the rental of vehicles; and 12. All other receipts, compensation, revenue and other consideration received or accrued to Operator or Operator's franchisor or any other affiliated person or entity for or on account of the subject rental car concession, its operations or its fleet vehicles, unless specifically excepted in writing by District "Hazardous Materials" means friable asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), petroleum, or crude oil or any fraction thereof, natural gas, source material, special nuclear material, and byproduct materials regulated under Environmental Laws, pesticides regulated under Environmental Laws, and any hazardous waste, toxic or dangerous substance or related material, including any material defined or treated as a hazardous substance, hazardous waste, toxic substance, or contaminant (or comparable term) under any of the Environmental Laws "Leasehold Improvements" means those improvements to any portion of the rental car facilities provided under this Agreement "Leased Premises" means those premises leased pursuant to Section 3.01 through 3.03 of Article "Minimum Annual Guarantee" or "MAG" means for the first full an Agreement Year, the greater of the amount bid by Operator[written amount] $ for said Agreement Year as listed on Exhibit D to this Agreement, and for each subsequent Agreement Year or thean amount which represents ninety (90) percent of Operator's Percentage Fee for the immediately preceding Agreement Year. The MAG for the initial for any Agreement Year resulting from District's renewal of this Agreement pursuant to Section 5.02 of Article 5 shall be the greater of the MAG from the immediately preceding GSP Airport District Page 56 of 126

57 Agreement Year increased by the CPI or the amount which represents ninety percent (90%) of Operator's Percentage Fee for the immediately preceding Agreement Year. The MAG shall never be less than Two Hundred and Fifty Thousand Dollars ($250,000) in any Agreement Year "Notice of Award" means that written notice provided to Operator by the President/CEO notifying Operator that District has awarded it a rental car concession at the Airport and specifying the Commencement Date under this Agreement "Percentage Fee" means ten (10) percent of Operator's Commissionable Gross Receipts "Privilege Fee" means the greater of the Minimum Annual Guarantee or the Percentage Fee "Ready/Return Parking Area" means that vehicle parking area depicted on Exhibit B to this Agreement or any other parking area, if any, provided by District in substitution for said area "Ready/Return Space(s)" means the automobile parking spaces within the Ready/Return Parking Area or such additional spaces or substitution spaces as are provided by District from time to time under the terms of this Agreement "Rentals" means the rentals described in Section of this Agreement "Security Charge" means the security charge described in Section of this Agreement "Service Facility" means those facilities depicted on Exhibit C of this Agreement. ARTICLE 2 INTERPRETATION AND EXHIBITS The following shall govern the reading and interpretation of this Agreement: 2.01 Interpretation a. References in the text of this Agreement to articles, sections, paragraphs or exhibits pertain to articles, sections, paragraphs or exhibits of this Agreement unless otherwise specified. GSP Airport District Page 57 of 126

58 b. The terms "hereby," "herein," "hereof," "hereto," "hereunder" and any similar terms used in this Agreement refer to this Agreement. c. Words importing persons shall include firms, associations, partnerships, trusts, corporations and other legal entities, including public bodies, as well as natural persons. d. Any headings preceding the text of the articles and sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. e. Words importing the singular shall include the plural and vice versa Incorporation of Exhibits - The following Exhibits are hereby made a part of this Agreement: Exhibit A Exhibit B Exhibit C Exhibit D Exhibit ED Exhibit EF Exhibit FG Exhibit GH Exhibit HI Counter/Office Space/Lobby Ready/Return Parking Area Service Facilities Minimum Annual Guarantee Bid Amounts Certified Statement Irrevocable Stand-By Letter of Credit Form Contract Bond Form Certificate of Insurance Form Operator's DBE Goals ARTICLE 3 PREMISES AND FACILITIES Subject to all other terms and conditions of this Agreement, District hereby leases to Operator and Operator hereby takes and leases from District the following described Leased Premises at the Airport: 3.01 Counter/Office Space - For Operator's preferential use, the Counter/Office Space depicted on Exhibit A. GSP Airport District Page 58 of 126

59 3.02 Ready/Return Space - For Operator's preferential use, those Ready/Return Spaces depicted on Exhibit B, said spaces being subject to reallocation and redesignation as provided for in Section 3.05 hereof Service Facilities - For Operator's use individually and in common with other rental car operators at the Airport, the Service Facilities depicted on Exhibit C Reserved 3.05 Reallocation of Ready/Return Spaces The District may at its discretion, at any time during an Agreement Year, reallocate said Ready/Return Spaces among the rental car operators when any event materially changes the Airport car rental operators' market shares and said change remains in effect for a period of ninety (90) days or more. Upon any reallocation pursuant to this Section 3.05, District shall provide to Operator and the other rental car operators a revised Exhibit B to this Agreement redesignating Operator's and the other rental car operators' Ready/Return Spaces. ARTICLE 4 USE OF PREMISES Operator may use the Leased Premises under this Agreement for the following purposes and for no other purpose or purposes whatsoever: 4.01 Counter/Office Space - Operator's Counter Space may be used for processing customer rental and return transactions, including the processing of rental agreements. Operator's office space may be used for general office and administrative purposes related to the operation of the rental car concession granted by District Ready/Return Space - Operator's Ready/Return Space may be used for the short-term parking of Operator's authorized automobiles awaiting rental and delivery to customers and the short-term parking of said automobiles after their return and prior to their being washed, fueled and again made ready for rental Service Facilities - Operator's assigned space within the Service Facilities may be used for the servicing (minor maintenance, fueling, cleaning, etc.) and temporary storage of Operator's authorized automobiles prior to their delivery to Operator's Ready/Return Space for rental and for vehicle storage on weekends and during the change of Operator's Airport automobile fleet No Sale or Servicing of Automobiles - Without in any way limiting the foregoing provisions, it is expressly agreed and understood by Operator that none of the GSP Airport District Page 59 of 126

60 above Leased Premises, or any part thereof, may be used for any purpose other than that authorized herein and that none of the Leased Premises, or any part thereof, may be used at any time to sell or offer for sale any automobile or for the fueling or servicing of any automobile of any other person Condition of Leased Premises a. Except as otherwise specified in Article 10 hereof, Operator shall be delivered the Leased Premises in an "as is" condition and without representation or warranty by District of the condition of the same. Operator acknowledges and agrees that it has inspected the Leased Premises and agrees to accept delivery of possession as heretofore specified. Operator also acknowledges that the delivery of its Counter/Office Space while new that it will require improvements by Operator as to its fit-up, furnishing and installations, and Operator will be responsible for the same at its expense. b. District may delay delivery of possession of the Leased Premises up to One Hundred and Eighty sixty (60180) days after the Commencement Date if Operator is succeeding to the rights and Leased Premises of a departing rental car operator. ARTICLE 5 TERM 5.01 Term - The term of this Agreement shall begin on the Commencement Date established in District's Notice of Award to Operator and shall expire at 12:00 midnight on June 30, Additional Terms - Notwithstanding the provisions contained in Section 5.01 above, District shall have the right to renew this Agreement for one (1) additional term of five (5) years by giving Operator no less than ninety (90) days advance written notice of such renewal prior to the expiration date of the term then running Holding Over - If Operator remains in possession of all or any portion of its Leased Premises after the expiration or termination of this Agreement, by lapse of time or otherwise, without specific written notice from District indicating its intention to have Operator quit and vacate the Leased Premises as of that date, such holding over shall constitute the creation of a tenancy at will, terminable by District at any time upon thirty (30) days written notice to Operator. During such GSP Airport District Page 60 of 126

61 holdover tenancy at will, Operator shall pay a Privilege Fee which is the greater of the Percentage Fee or a prorated share of the MAG applicable to its period of occupancy Concession Transition - In the event that upon expiration or earlier termination of this Agreement Operator is not awarded a new or successor rental car concession at the Airport, it will fully cooperate with District and any successor operator in the transition of the Leased Premises to said successor operator. ARTICLE 6 CONCESSION PRIVILEGES AND OBLIGATIONS OF OPERATOR 6.01 Concession Privileges Granted - District grants to Operator the following rights and privileges and Operator assumes all of the following as part of its obligation to operate a high quality, well-managed and efficiently run rental car concession from the Leased Premises and the Airport: a. The privilege to rent passenger-type automobiles to the public on the Airport; the privilege to offer for sale related loss and collision damage waiver protection, personal injury and accident insurance, supplemental liability, uninsured motorist, and personal effects insurance; and the privilege to offer customer services, including but not limited to, refueling services, baby car seats, cellular/digital phones, and other related rental equipment. All such additional rights shall be approved in writing by District from time to time. b. Operator's rental car concession shall be operated under the following brand name(s): for the term of this Agreement. Operator cannot change or operate additional brands at the Leased Premises or from the Airport during the term of this Agreement. Operator shall be permitted during the term of this Agreement, upon written notice to District, to discontinue the utilization of a brand or brands from its rental car concession, provided, however, once deleted, Operator shall not be permitted to thereafter reinstate said brand or brands. c. Operator shall have ingress and egress to and from the Leased Premises over public roadways and such other roadways as the President/CEO may approve from time to time. GSP Airport District Page 61 of 126

62 d. The privilege for Operator's employees to use, in common with other employees on the Airport, the employee parking facilities provided by District, at such charges as District may, from time to time, establish for employees using the employee parking facilities. Employees may not park in Operator's assigned space in the Ready/Return Parking Lot or Service Facilities (with the exception of Service Facility employees). e. All rights and privileges not specifically granted to Operator in this Agreement shall be reserved to District Non-Exclusive Privileges - The privileges granted under this Agreement are non-exclusive. By entering into this Agreement, Operator acknowledges that District has entered into similar agreements with other rental car concession operators for similar services from on-airport locations under similar terms. District reserves the right to enter into agreements with other companies providing rental car services from "on" or "off" Airport locations, if District determines that it is in its best interest to do so. GSP Airport District Page 62 of 126

63 6.03 Operator's Obligations With Respect to the Use of the Premises a. In the conduct of its business, Operator covenants and agrees to restrict its activities on the Leased Premises to only those authorized by this Agreement and shall not use or permit the use of the Leased Premises for any other purpose, nor shall it vacate the Leased Premises prior to the termination or expiration of this Agreement unless authorized in writing in advance by District. b. Operator shall use the Leased Premises solely for the rental of passenger automobiles to Airport customers and the public and for the provision of services and equipment reasonably and directly associated with the rental of automobiles, as specifically authorized elsewhere in this Agreement. Operator shall use the Leased Premises as fully and efficiently as possible to maximize its rental car business on the Airport. c. Except for its corporate signs approved in advance by District and except as otherwise authorized by District in writing, Operator shall not display nor shall it permit others to display any signs, brochures, racks, promotional materials or similar items on or about the Leased Premises or elsewhere within the Terminal Building or the Airport. d. Operator shall not conduct used car sales activities on the Airport. Any business activities other than those expressly granted by this Agreement shall not be conducted on the Airport without the prior written approval of District. e. Operator shall not conduct any activity not specifically authorized by this Article 6, or any activity which, in the sole judgment of District, conflicts with the rights granted by District to other non-rental car Operators or would not relate to an Airport purpose or product or service related to the conduct of the rental car concession granted. f. The Leased Premises shall not be used for the storage of disabled, damaged, destroyed, or inoperable vehicles. Operator shall within seven (7) days remove all damaged, destroyed or inoperable vehicles from the Leased Premises and the Airport. g. Operator hereby agrees to comply with: (i) all applicable municipal, county, state and federal laws, ordinances and regulations governing or regulating the Leased Premises or its uses, (ii) all covenants, easements and restrictions of record, (iii) Rules, Regulations, and Minimum Standards Covering Airports Owned or Controlled by the Greenville-Spartanburg Airport District, as the same may be amended from time to time, and (iv) GSP Airport District Page 63 of 126

64 the Greenville-Spartanburg Airport District Master Plan dated December 2003, as the same may be modified hereafter (the Master Plan ) Standards of Service a. Operator shall offer for rental to the public only popular-make passenger automobiles of recent manufacture (not more than two (2) model years old). It is Operator's obligation to maintain all the vehicles offered for rental in good and safe operating order, free from known mechanical defects, and to keep the vehicles in a clean, neat, and attractive condition inside and out. Operator shall at all times maintain a sufficient number of automobiles to meet reasonably foreseeable demands of the traveling public at the Airport. b. Operator shall accept at least three (3) nationally recognized credit cards for payment of automobile rentals; and provide or have access to a national reservation system for its rental services at the Airport. c. Operator shall maintain a sufficient number of trained personnel to insure that Operator's customers will receive prompt and courteous service at all times. All personnel of Operator, while on or about the Leased Premises or elsewhere at the Airport, shall be polite, clean and neat in appearance, and appropriately attired. d. Operator shall not misrepresent to the public its prices or the terms and provisions of its rental agreements or those of its competitors. Operator shall comply with all applicable rules and regulations of the Federal Trade Commission and all other governmental agencies having jurisdiction over Operator's business operations. Operator shall fully inform each customer, prior to the execution of such customer's rental agreement, of all fees and charges applicable to such customer's rental. If District determines, after notice and opportunity for Operator to comment, that any of Operator's business practices are unlawful, deceptive, or discriminatory, Operator shall immediately cease such practices upon receipt of a written order to do so from District. District will give advance notice to Operator that District considers a certain practice to be unlawful, deceptive or discriminatory and Operator shall have an opportunity to respond to the allegation. e. Operator shall at all times maintain the Leased Premises and its improvements and other personal property located on the Leased Premises in a safe, clean, orderly, attractive and first-class condition satisfactory to District. Any sign or other item on the Premises which District deems to be offensive to the public shall, upon notice from District, be promptly and permanently removed from the Leased Premises by Operator. Operator GSP Airport District Page 64 of 126

65 shall not permit any nuisance, waste or damage to be committed on the Leased Premises or elsewhere at the Airport. f. In the event Operator receives (or District receives and forwards to Operator) any written complaint concerning Operator's operation of the concession, Operator shall promptly respond to such complaint in writing (but in no event later than thirty (30) days of its receipt) and make a good-faith attempt to explain, resolve or rectify the cause of such complaint. Without further notice or demand, Operator shall keep a copy of each such complaint and Operator's written response for a period of one year from the date of the complaint and shall make the complaint and the written response available to District upon its request. g. Operator shall be open for business from the Leased Premises to provide automobile rental services to Airport customers daily during the period which is at least one hour before the first scheduled airline operation for the day and one hour after the last scheduled or delayed airline operation for the day. h. The management, maintenance and operation of the concession shall at all times be under the supervision and direction of an active, qualified, competent and experienced full-time resident manager who shall at all times be subject to the direction and control of Operator. Operator shall assign the manager an office on the Leased Premises and the manager shall be available during regular business hours. Operator shall at all times during the absence of the manager assign or cause to be assigned a qualified subordinate as manager to assume and be directly responsible for carrying out the duties of the manager Non-Diversion of Rental Car Concession Business - Operator covenants, warrants and agrees that it shall not divert, directly or indirectly, any business and/or Gross Receipts from Operator's rental car concession at the Airport. Diversion shall include, but not be limited to, the following: a. The operation, establishment, franchising, or licensing by Operator of a rental car concession facility or business which competes with the rental car concession granted pursuant to this Agreement; b. The participation by Operator in the operation, establishment, franchising, or licensing of a rental car concession facility or business which competes with the rental car concession granted pursuant to this Agreement; c. Advertising by Operator that suggests that a customer or potential customer arriving at the Airport should rent a vehicle or take delivery of a vehicle at an off-airport location; or GSP Airport District Page 65 of 126

66 d. Operator advising or suggesting to a customer or potential customer arriving at the Airport or pre-arranging a vehicle rental prior to or upon arrival at the Airport that such customer or potential customer rent a vehicle or take delivery of a vehicle at an off-airport location. Any rental made or vehicle delivered by Operator, its franchisor, or any other affiliated or associated person or entity, within a five (5) mile radius of the Airport Terminal Building, from whatever location, shall be presumed to be, and shall be reported as, a rental transaction includable within Gross Receipts under this Agreement, unless and until Operator provides to District clear and convincing documentation that the subject rental transaction, and the Gross Receipts therefrom, are not so includable under or pursuant to this Agreement Concession Recovery Fee - "Concession Recovery Fee " means any surcharge or any amount that Operator separately states and charges its customers to recover the amount of Operator's Privilege Fee or Percentage Fee that is payable under this Agreement. Operator acknowledges that its payment to District under this Agreement is for Operator's use of facilities and grant of concession rights at the Airport, and that those payments do not reflect a fee that is imposed by District upon customers renting automobiles from Operator. Operator understands that District does not encourage nor support the practice of transferring Operator's obligation for payment of Operator's Privilege Fee or Percentage Fee due under this Agreement to its customers. Operator is prohibited from stating or implying, in writing or verbally, that the District or the Airport imposes or approves of any direct charge to its customers, including any surcharge that Operator passes on to its customers to recoup Operator's Privilege Fee or Percentage Fee. Operator is prohibited from misrepresenting to the public its prices or the terms and provisions of its rental agreement or those of its competitors, either verbally or in writing. If Operator recovers from or charges its customers the Privilege Fee or Percentage Fee, that charge shall be clearly and separately stated in writing immediately adjacent to Operator's time and mileage charges on the customer's rental agreement and invoice, shall not be described as a tax, and shall be no greater than 11.11% of the Commissionable Gross Receipts resulting from that rental contract. Said Concession Recovery Fee shall also be included within Commissionable Gross Receipts subject to the Percentage Fee under this Agreement. ARTICLE 7 CONCESSION FEES, RENTALS AND OTHER CHARGES 7.01 If Operator is under a current rental car agreement with District at the time of execution of this Agreement, such existing rental car agreement shall GSP Airport District Page 66 of 126

67 automatically terminate. However, the rental fees and charges associated with the previous agreement shall continue through June 30, Beginning July 1, 2013, Operator shall then remit all fees, rentals, and charges as set-forth in this Agreement Privilege Fee - Operator shall pay to District for the privilege of being granted the right to operate a rental car concession at the Airport pursuant to the provisions of Article 6 hereof an annual Privilege Fee defined and described in Article 1 hereof, and determined in accordance with the provisions contained in Sections 1.07, 1.18, 1.22, and 1.24 of Article 1 of this Agreement Rentals - For and in consideration of the Leased Premises leased to and occupied by Operator under this Agreement, Operator shall pay District the following sums as annual rentals: a. For its Counter/Office Space depicted on Exhibit A, Operator shall pay District an annual rental which is the sum that is the product of the square footage of said space and the annual rental rate. The annual rental rate for the initial Agreement Year under this Agreement is $60.00 per square foot per annum. b. For the Ready/Return Space allocated to Operator pursuant to the provisions of Section 3.02 of Article 3 hereof, Operator shall pay District an annual rental which is the amount that is the product of the spaces so allocated to Operator during the Agreement Year and the rental rate for said space. The rental rate for the initial Agreement Year is $85.00 per space per month or $1, per space per year. c. For the improved land associated with the Service Facilities allocated to Operator pursuant to the provisions of Section 3.03 of Article 3 hereof, Operator shall pay District an annual Land Rrent.al which is thesuch land rent shall be calculated based on amount that is the product of the annual rental for said Service Facilities and the fraction, the numerator of which is the square footage of space within said Service Facility allocated to Operator during said Agreement Year as a percentage of the and the denominator of which is the total square footage of said Service Facility for said Agreement Year. The total annual land rental for the Service Facility for the initial Agreement Year is the sum of one million one hundred thousand dollars ($1,100,000.00), which is calculated as follows: acres times 43,450 square feet per acre times $0.52 per square foot Rental Adjustments - The rental rates for Counter/Office Space, Ready/Return Space, and Service Facilities (Land Rent) for each subsequent Agreement Year shall be adjusted to reflect the change in the CPI for the immediately preceding Calendar Year. GSP Airport District Page 67 of 126

68 7.054 Reserved Contract Facility Charge ( CFC ) - During the Term of this Agreement Operator, acting as the District's agent for the collection of CFC's, will collect the CFC's from its customers in the amount per contract day set by the District from time to time and remit such collections to the District by the fifteenth (15th) day of the month following the month in which the CFC's were collected. CFC's collected by Operator are for the account of and are to be held in trust by Operator for the benefit of the District until paid over to the District. Operator agrees that it shall have no ownership or equitable interest in CFC collections and such CFC amounts collected and unpaid shall be not an asset but a liability of Operator to the District CFC Requirement - The Contract Facility Charge Requirement ("CFC Requirement") for each Agreement Year hereof shall be the sum of the certain Land Rentals, Project Capital Expenses, O&M Expenses, and Common Area Operation and Maintenance Expenses associated with the rental car facilities provided under this Agreement, as applied in the following order.: a. Land Use Component means the annual amount determined by multiplying the number of square feet in the RAC Service Facility by the land use rate established by the District from time to time. As of the Commencement Date and for the initial Agreement Year the land use rate is $.52 per square foot and the Land Use Component is $1,100, less those land rentals collected under Section c. The land use rate will be adjusted by the District for each subsequent Agreement Year to reflect the change in the CPI for the immediately preceding Calendar Year. The District estimates the net Land Use Component for the initial Agreement Year will be $702, b. Project Capital Expense means the amount required to pay the originally issued debt service on the RAC Bonds issued by the District to finance the Service Facilities; plus the amount required to repay the District for the amount of District's funds expended amortized over twenty (20) years at 5.5% imputed interest for capital improvements to both the Service Facilities and Garage A Rental Car Counter/Office Facilities less any rent specifically collected for such facilities. The Capital Expense will vary year to year based on the annual RAC Bonds debt service requirement. The District estimates the Project Capital Expenses for the initial Agreement Year will be $1,102, GSP Airport District Page 68 of 126

69 c. Common Area Operation and Maintenance Expenses means the direct and indirect costs incurred by the District each Agreement Year in operating, maintaining and repairing rental car facilities associated with this Agreement as required by Article 10 hereof. The District estimates the Common Area Maintenance Expenses for the initial Agreement Year will be $275, The District will keep account of actual Common Area Maintenance Expenses during each Agreement Year and will adjust Common Area Maintenance Expenses to actual cost after the close of the Agreement Year Establishment and Adjustment of CFC Amount - As of the Commencement Date the amount of Contract Facility Charge imposed upon each rental car contract per day ("CFC Amount") is $4.00. As of the first day of the initial Agreement Year, the CFC Amount is $4.00. This CFC Amount is estimated by the District to be sufficient to generate CFC revenue equal to or exceeding the CFC Requirement for the first Agreement Year. As the volume of rental car contract days fluctuates and as the CFC Requirement fluctuates the District will adjust the CFC Amount with the goal that total CFC's collected each Agreement Year will be equal to the CFC Requirement for such Agreement Year. The amount of such CFC's collected and remitted by Operators is unlikely to equal the CFC Requirement for such year exactly, but the District will use its best efforts to set the CFC Amount for each year at a level calculated to be sufficient to collect the annual CFC Requirement from all Operators Failure to Collect and Remit CFC's - Within fifteen (15) days after the end of each calendar month during the Term of this Agreement, Operator shall provide the President/CEO with an accounting of its year-to-date rental car contract days and CFC collections for such month. If the District determines that a Operator has failed for any reason to collect and remit the proper amount of CFC's for any such month, or for any Agreement Year, Operator will pay to District in performance of its obligations hereunder the full amount of CFC's applicable to its rental car contracts for the period in question less the amount of any CFC's actually collected and remitted to District for such period Excess CFC Collections - If the total of the CFC's remitted in any Agreement Year exceeds the annual CFC Requirement, then the amount of such excess will be retained by the District in a separate account of the District ("Surplus CFC's Account"), and the amounts on deposit therein, along with interest earned thereon, will be used, subject to the provisions of the District's Airport System Bonds GSP Airport District Page 69 of 126

70 Resolution adopted by the District in connection with its issuance of the RAC Bonds, either to fund additional improvements to rental car facilities at the Airport, to pre-pay the RAC Bonds issued by the District to finance the original Services Facilities project, to make up any deficiencies in CFC's collected in prior years, to defray all or a portion of the CFC Requirement for future years, or as otherwise determined by the District CFC Shortfall - Operator agrees that it shall be obligated, jointly and severally with all other Operators, to remit or pay to the District each Agreement Year the amount of any Net CFC Shortfall. For this purpose "CFC Shortfall" shall mean the amount by which the CFC's actually remitted to District for such Agreement Year by all Operators are less than the CFC Requirement for such Agreement Year. "Net CFC Shortfall" shall mean the amount of the CFC Shortfall less the amount on deposit in the Surplus CFC Account, if any; provided that the Net CFC Shortfall shall not be less than $0.00. In the event of a Net CFC Shortfall for any Agreement Year Operator agrees to pay to the District, within fifteen (15) days of the date of District's written demand therefor, Operator's pro rata share of the Net CFC Shortfall. Operator's pro rata share of the Net CFC Shortfall shall be the amount determined by multiplying the Net CFC Shortfall by a fraction, the numerator of which shall be the number of rental car contract days in effect for Operator for the Agreement Year in question and the denominator of which shall be the total number of rental car contract days in effect for all Operators for such Agreement Year Voice, Data and Other Utility Service Fees District shall provide voice and offer data services within the Leased Premises. and Operator shall utilize the District s installed telephone system and may either contract with an outside vendor for data services or data services can be provided by the District. Operator shall pay monthly fifty dollars ($50.00) per telephone line, plus equipment costs for telephone services, and forty dollars ($40.00) for access to the District installed premises distribution system per IP address (bandwidth) for telephone/data, when the data service is provided by an outside vendor services provided by District. If Operator requests District data service to be provided to Operator such fee shall be based on bandwith requested by Operator. Such telephone charges/data premise distribution infrastructure charges/data service charges are subject to annual adjustment by the District. Operator may be subject to payment of other utility service fees and charges including but not limited to electrical, sewer, and water services Contract Security - In order to secure its performance under this Agreement, Operator shall comply with the following Contract Security requirements: GSP Airport District Page 70 of 126

71 a. In order to guarantee the timely payment of all Privilege Fees, Rentals, CFCs and any other payments due by Operator under this Agreement or otherwise, and to otherwise guarantee Operator's performance under this Agreement, Operator shall provide District, contemporaneously with the execution of this Agreement Contract Security in the form of an irrevocable standby letter of credit or bond in an amount equal to fifty percent (50%) of Operator's Minimum Annual Guarantee for the first Agreement Year. Said Contract Security shall be updated as to amount and renewed at least thirty (30) days prior to each Agreement Year if required by its terms. Said Contract Security shall be extended, or a new Contract Security provided, to remain in effect for the twelve (12) months immediately following expiration or termination of this Agreement. Said Contract Security shall be in such form as the standby letter of credit attached as Exhibit EF and with a bank or financial institution approved by District's legal counsel, or a bond in such form as attached as Exhibit FG and with a surety approved by District's legal counsel. b. If Operator shall fail to make any payment due District when due or shall commit an event of default under this Agreement, District shall have the right to use such Contract Security to pay Rentals, Privilege Fees, Security Charges, CFCs and any other amount owed to District by Operator then due and payable or to apply the proceeds thereof to any cost or expense or damages incurred by District as result of Operator's default. In the event that any such Contract Security or portion thereof is utilized, as aforesaid, Operator shall replenish or provide a renewal or replacement Contract Security within ten (10) days of being notified so to do by District. District's rights under this Section 7.07 shall be in addition to all other rights and remedies provided to District under this Agreement Reserved.Abatement or Adjustment of Minimum Annual Guarantee - If for any month during the term of this Agreement the number of enplaned passengers at the Airport is less than sixty percent (60%) of the enplaned passengers for the same month during the prior year, the Minimum Annual Guarantee payment for said month shall be suspended and Operator shall pay the Percentage Fee as its Privilege Fee for said month. In the event that Operator's possession of the Leased Premises and rights to operate under this Agreement commence other than on the Commencement Date or expire or terminate, other than for a termination for Operator's default hereunder, at any time other than at the end of an Agreement Year, the Minimum Annual Guarantee shall be adjusted prorata for the actual number of days Operator was in possession of the Leased Premises during said Agreement Year. In the event that District shall award more than four on-airport rental car concessions at the Airport during the term of this Agreement, District shall make a reasonable adjustment to Operator's and the other three rental car concession operators' Minimum Annual Guarantee bid amounts for the Agreement Years in which said additional concession or GSP Airport District Page 71 of 126

72 concessions are awarded, and for the subsequent Agreement Years remaining in the term of the Agreement. In the event that Operator is dissatisfied with the adjustment so made by District, Operator's sole remedy shall be to terminate this Agreement upon sixty (60) days advance written notice to District Security Charge - Operator and the other car rental operators operating from Leased Premises on the Airport shall pay the District an annual Security Charge in an amount which is the sum of one-third (1/3) of the Airport's estimated security expense for the Agreement Year allocated to the Airport's Parking and Roadway Cost Center plus the amount which is the product of the unreimbursed security expense allocated to the Terminal Complex and Operator's percentage of rented space in the Terminal Complex. Operator's and the other operators share of said Security Charge shall be allocated based on each ooperator's share of rental transaction days at the Airport as measured from the prior calendar year. for the Agreement Year. In the event that District incurs any additional cost or expense to provide security services to Operator's Leased Premises or to Operator's vehicles or customers, including but not limited to those security services directed by the Transportation Security Administration (TSA) or the FAA, Operator shall reimburse District for said additional costs upon District's invoice Additional Rent - If District has paid any sum or sums or has incurred any obligation or expense for which Operator has agreed to pay or reimburse District, or if District is required or elects to pay any sum or sums or insure any obligations or expense by reason of the failure, neglect, or refusal of Operator to perform or fulfill any one or more of the conditions, covenants and undertakings contained in this Agreement, Operator agrees to pay such sums or expenses, including all interest, costs, damages, and penalties, and agrees that the same shall be added to the next installment of due hereunder, and each and every part of the same shall be and become additional recoverable by District in the same manner and with like remedies as if originally a part of the rentals, charges and fees set forth in Section 7.02 hereof Taxes and Assessments - Operator shall pay all taxes, including any possessory interest tax, any applicable payment in lieu of taxes, assessments, stormwater fees, and charges of a like nature, if any, which at any time during the term of this Agreement may be levied or become a lien by virtue of any levy, assessment, or charge by the Federal Government, the State of South Carolina, or any other municipal corporation or other local government entity having jurisdiction over the Airport, any government successor in District to the foregoing, or any other tax or assessment levying bodies, in whole or in part, upon or in respect to any of Operator's Leased Premises, Privilege Fees, Rentals, and any other amount payable under this Agreement, or upon or in respect to any personal property belonging to Operator situated on the Leased Premises. Payment of such taxes, assessments and charges, when and if levied or assessed, shall be made by Operator directly to the taxing or assessing District GSP Airport District Page 72 of 126

73 charged with collection thereof. District shall timely forward to Operator any assessment or tax notice received by District and payable by Operator License and Permit Fees - Operator shall also pay all fees associated with any and all licenses, permit, certificates and other authorizations required by any governmental District in connection with the operations or activities performed by Operator under this Agreement Operator's Rights to Contest - Operator may, at its own expense, contest the amount or validity of any tax or assessment, or the inclusion of the Leased Premises, this Agreement or the Privilege Fees, Rentals or any other payment under this Agreement as taxable or assessable property, directly against the taxing or assessing District and Operator shall not be deemed to be in default under this Agreement for failure to pay any such tax or assessment pending the outcome of any such contest proceedings. District reserves the right to require Operator to provide such security as District's legal counsel determines necessary to assure that the tax and any costs related to the tax contest are promptly discharged upon final determination of said tax contest adverse to Operator Payments and Terminations - Upon the termination or expiration of this Agreement, all lawful taxes then levied or a lien upon any such property or any taxable interest under this Agreement, including the Leased Premises, this Agreement, or any Privilege Fees, Rentals or any other payments hereunder shall be paid in full by Operator forthwith, or as soon as a statement thereof has been issued by the tax collector if termination occurs during the interval between attachment of the lien and issuance of a statement. GSP Airport District Page 73 of 126

74 ARTICLE 8 PAYMENT OF RENTALS, PRIVILEGE FEES AND CHARGES 8.01 Manner of Payment - Operator agrees to pay all sums due under this Agreement in lawful money of the United States of America, without invoice, unless invoicing is otherwise required hereunder, without further notice or demand, without deduction or setoff, by check, made payable to Greenville-Spartanburg Airport District, which check shall be delivered, postage or other charges prepaid, to: By U.S. Mail By Express Mail or Overnight Delivery: Payment may also be made to District by Domestic Wire Transfer if so authorized by the District as follows: Payment may also be made to District by ACH if so authorized by the District as follows: President/CEO Greenville-Spartanburg Airport District 2000 GSP Drive, Suite 1 Greer, SC President/CEO Greenville-Spartanburg Airport 2000 GSP Drive, Suite 1 Greer, SC Bank of AmericaNBSC 9-digit routing number: Bank of AmericaNBSC 9-digit routing number: To Credit: Greenville-Spartanburg Airport District Account Number: or at such other place or by such other method as may hereafter be designated in writing by District. GSP Airport District Page 74 of 126

75 8.02 Amounts due shall be payable as follows: a. Rentals for Counter/Office Space, Ready/Return Space, Service Facilities (Land Rent), Security Charges, and one-twelfth (1/12) of the Minimum Annual Guarantee shall be paid in twelve equal monthly installments, in advance, not later than the first day of the month for which they are due. b. The amount by which the Percentage Fee for the preceding month exceeds one-twelfth (1/12) of the Minimum Annual Guarantee shall be paid to District by Operator within fifteen (15) days of the end of the month for which they are due. c. CFCs collected shall be remitted to District in accordance with Section 7.05 of Article 7 hereof. d. Any other charges, payments, reimbursements and fees due under this Agreement and accruing in any month shall be paid by Operator within twenty (20) days of invoicing by District Late Payments - If Operator shall fail to make payment of any Rental, Privilege Fee, CFC or any other payment due District by the due date thereof, Operator shall pay to District, in addition to all other remedies available to District and all other payments to be made by Operator to District, a late charge equal to the lesser of one and one half percent (1-1/2%) per month or the maximum legal monthly interest charge allowed under South Carolina Law on the overdue amount and the costs of collection and attorney's fees, if any, incurred by District in attempting to obtain payment, plus an administrative fee of two hundred fifty dollars ($250.00) District's Right to Set Off - District shall have the right to set off any past due amount(s) owed District by Operator by applying all or a portion of Operator's current payments to such past due amount(s). In the event District exercises its right of set-off, as aforesaid, it shall notify Operator of the set-off, including the amount thereof. Operator shall then promptly make payment to District of such sum as is needed to satisfy current amounts due Financial and Statistical Reports - Operator shall complete and file with the President/CEO no later than the fifteenth (15th) day of each month, on forms provided by District, substantially in form and content as the statement attached as Exhibit DE, a Certified Statement summarizing Gross Receipts, Commissionable Gross Receipts, calculating the amount of Privilege Fee due, and reporting Operator's rental days and rental transactions for the preceding month. Operator's payment for the additional Privilege Fee shall accompany said certified statements. GSP Airport District Page 75 of 126

76 8.06 Annual Audited Statement of Commissionable Gross Receipts - Within ninety (90) days of the end of each Agreement Year during the term of this Agreement or any renewal hereof, Operator shall submit to the President/CEO, in form and content acceptable to her or him, a "Schedule of Commissionable Gross Receipts" for the Greenville-Spartanburg International Airport for said Agreement Year, prepared in accordance with generally accepted accounting principles, accompanied either by an opinion of an independent Certified Public Accountant, a certification of Operator's Chief Financial Officer, or a certification by an independent Certified Public Accountant on behalf of Operator. Opinions issued by an independent Certified Public Accountant shall be issued in accordance with the provisions of Statement of Auditing Standards No. 62, Special Reports, as promulgated by the AICPA. Certifications provided either by Operator's Chief Financial Officer or by an independent Certified Public Accountant on behalf of Operator shall be in such form and content as is acceptable by the President/CEO. Said statement shall set forth the Gross Receipts, the calculation of Commissionable Gross Receipts, and the calculation of the Privilege Fee for the Agreement Year as defined under this Agreement. If any such statement discloses that additional sums are due District, Operator shall pay to District such additional sums with the submission of said statement to the President/CEO. If any such statement discloses that Operator overpaid the District for the Agreement Year, and the District concurs with such statement, the District shall pay Operator such sums owed Operator within sixty (60) days of the submission of said statement to the President/CEO. District shall have the right to rely on said certified reports in determining Operator's Privilege Fees due hereunder. Operator shall have full responsibility for the accuracy of said reports. Late payments and payment deficiencies due to incomplete or inaccurate reports to District shall be subject to the late payment and late penalty charges as set forth in Section 8.03 hereof. In the event that District for good cause is dissatisfied with any certified report provided without opinion of an independent certified public accountant, District shall have the right to require that Operator have said report prepared and opinioned by an independent certified public accountant. The acceptance by District of any Operator payment shall not preclude District from verifying the accuracy of Operator's reports or computations, or from recovering any additional payment actually due from Operator. Interest on any additional amount due shall accrue thereon from the date the payment was originally due, at the rate prescribed and calculated in Section 8.03 hereof Operator's Records a. Operator shall maintain, either at the Airport or elsewhere within Spartanburg/Greenville County, books, records and accounts for its rental car concession granted under this Agreement, including computerized GSP Airport District Page 76 of 126

77 records, maintained in accordance with generally accepted accounting principles, generally accepted auditing standards, and the requirements of this Agreement recording Gross Receipts and Commissionable Receipts under this Agreement and providing for the determination and calculation of Privilege Fees, Rentals, CFCs and other payments to be made to District by Operator. b. Said books, records and accounts shall include detailed analyses listing all of Operator's transactions from operations at the Airport in the form of printed, written or electronic media. Operator's rental contract forms shall be sequentially uniquely numbered in a series designated for use only with this Agreementfor each sale or transaction associated with this Agreement. Books and records shall include, but shall not be limited to, all original accounting source documents detailing transactions relevant to this Agreement, including but not limited to, original rental contracts, operating/financial statements, a complete (cumulative) general ledger, monthly sales journals detailing each rental transaction for the month, reconciliations between the financial records and monthly reports submitted to District, bank statements applicable to the operations of this rental car concession at the Airport, corporate trial balances, corporate contracts with corporate customers, annual audited financial statements and related reports on internal controls (including management representation letters), electronic media documenting accounting records, and other sales-related documents. Said books, records and accounts shall also include documentation of all exclusions from Gross Receipts claimed by Operator. For exclusions or adjustments to Gross Receipts, Operator's books and records shall include, but are not limited to, all agreements between Operator and corporate or volume customers establishing the customer's contractual rights to discounts and/or rebates, if such reduction is permitted by this Agreement, lists of all individual rental transactions with all corporate or volume customers, all individual rental agreements with all corporate or volume customers, and documentation of said records supporting other reductions to Gross Receipts authorized pursuant to Section 1.07 of this Agreement. c. Operator shall cause to be installed in Operator's operating area, and shall at all times use, such cash registers, invoicing machines, sales slips and other accounting equipment, devices and forms as are reasonably necessary to record properly, accurately and completely all sales at the Airport related to Operator's Gross Receipts. d. In those situations where Operator's records have been generated from computerized data (whether mainframe, minicomputer, or PC-based computer systems), Operator agrees to provide District with extracts of data files in a computer readable format on data disks, with attached GSP Airport District Page 77 of 126

78 files, or suitable alternative computer data exchange formats as requested by District. e. Each record and item of information required hereunder shall be maintained for a period of at least five (5) years from the date of creation and for such extended period as District requires in the event that there is an audit or litigation pending Audit of Operator's Books and Records a. District shall have the right to audit or authorize audits of Operator's book, records and accounts relevant to its operations of the rental car concession at the Airport. If either an annual audit or any other lesser period audit performed by District discloses an under reporting of Commissionable Gross Receipts, Operator shall pay to District any amounts due under this Agreement within fifteen (15) calendar days of written notice by District, plus interest calculated in accordance with Section 8.03 of this Agreement. If an audit conducted by District or at District's direction discloses an under reporting of Commissionable Gross Receipts by two percent (2%) or more for any twelve (12) month period, Operator shall reimburse District for the full cost of the audit, interest calculated in accordance with Section 8.03, any applicable legal fees and expenses and shall pay a penalty of ten percent (10%) of the under reported Privilege Fee. b. Operator shall provide the name and telephone number of Operator's accounting manager who has a thorough knowledge of the accounting system as it pertains to this Agreement and who will assist District with its audit. Operator will also allow interviews of past and present employees who were involved in the financial or operational activities of Operator as part of the audit. c. Operator agrees to provide appropriate work space to conduct the audit and free access to office and equipment needed to conduct the audit. Operator will also make the requested original books and records available within ten (10) working days from the date of request by District or District's representative and will freely lend its own assistance in conducting the audit. If District has authorized Operator to keep such books and records outside the Airport or outside Spartanburg/Greenville County and the same cannot be provided and made available locally, Operator agrees to reimburse District for expenses incurred in sending representatives to wherever such books and records are maintained. Such expense will include transportation, lodging, food and other out-of-pocket expenses resulting from the necessity to leave Spartanburg/Greenville County. GSP Airport District Page 78 of 126

79 d. Operator's duty to maintain books and records and District's rights under this Agreement to inspect and audit the books and records of Operator shall survive the expiration or earlier termination of this Agreement. ARTICLE 9 OPERATOR'S OBLIGATIONS OF MAINTENANCE AND IMPROVEMENTS 9.01 Maintenance, Replacement and Repair - Operator shall, at its own cost and expense, maintain and repair all parts of Operator's improvements, equipment, fixtures and personal property installed or located on or at the Leased Premises, including Operator's computers and communications system, any Operator-installed connections to District-installed utility systems or property, and all other Operator's equipment and property whether or not any of the same is affixed or attached to such Leased Premises. Operator shall also be responsible for all non-structural maintenance and repairs associated with Operator s Leased Premises, including any and all equipment maintenance and repairs Alterations, Additions and Improvements a. Except as expressly provided for herein, Operator shall make no alterations, additions or improvements to or installations on its Leased Premises (including, but not limited to, any work which could affect utility or other systems for which District is responsible) without the prior written permission of the President/CEO. b. Before the commencement of any such work, detailed plans and specifications, including any modifications or amendments thereto requested by District, shall be filed with and approved, in writing, by the President/CEO and all governmental departments and authorities having jurisdiction thereover. All such work shall be done subject to and in accordance with the requirements of applicable law and regulations of all such governmental departments and authorities, and, where required, each affected public utility company. c. Such work shall be performed in a good and workmanlike manner and in accordance with the plans and specifications approved for the same. At all times during such work, Operator shall have a copy of the approved plans and specifications on the construction site for inspection by District, if the same are herein required. Operator shall promptly commence to redo or replace and diligently pursue same to completion, at its sole cost and expense, prior to or after completion of such work, any work which is not GSP Airport District Page 79 of 126

80 done in accordance with such plans and specifications as approved by the President/CEO. d. Subject to the provisions of Section 14.09, all alterations, additions or improvements at any time placed upon its Leased Premises by Operator shall be deemed to be and become a part of the realty and the sole and absolute property of District upon completion; and, upon completion, Operator shall provide written documentation of the cost thereof to the President/CEO and shall give to the President/CEO a complete set of as-built drawings thereof in such reproducible format, including electronic format, as the President/CEO may request. e. Operator shall promptly pay all claims made against District and discharge all liens filed or which exist against the Leased Premises, any other portion of the Airport, or Operator's trade fixtures or trade equipment arising out of or in connection with, whether directly or indirectly, the failure to make payment for work done or materials provided by Operator, its contractors, subcontractors or materialmen. However, Operator shall have the right to contest the amount or validity of any such claim or lien without being in default under this Agreement. In the event that District's legal counsel reasonably determines that security is required to guarantee discharge of said claim or lien in the event that said claim or lien is finally determined against Operator, District shall provide Operator with written notice of such determination. Within ten (10) days of said notice, Operator shall provide such security, in such form and amount as is reasonably satisfactory to District's legal counsel. District shall give timely notice to Operator of all such claims and liens of which it becomes aware Conduct - Operator, its employees, passengers, guests, licensees, invitees and independent contractors shall conduct themselves in an orderly and proper manner so as not to disturb, annoy or offend others at the Airport or to violate any of District's present or future written or published policies, rules or regulations. Upon notification by District of any violation of the provisions of this Section 9.03, Operator shall forthwith take all reasonable measures necessary to terminate the offensive, disorderly or improper conduct Performance by District upon Failure by Operator - If Operator fails to perform any obligation required by Sections 9.01 or 9.02 of this Article 9, District shall give Operator written notice of such failure. If Operator fails to perform such obligation within thirty (30) days of receipt of such notice, or if such obligation cannot with due diligence be performed within such thirty (30) day period, and Operator has failed to immediately commence and diligently pursue performance thereof upon receipt of such notice, District may perform such obligation of Operator, and charge Operator for the cost of District's performance, plus a reasonable administrative charge representing District's fee for managing the GSP Airport District Page 80 of 126

81 same, plus attorneys' fees or costs of legal counsel, if performed by District's legal counsel Operation and Maintenance ARTICLE 10 OBLIGATIONS OF DISTRICT a. Except at otherwise provided in this Agreement, District shall operate and maintain the Airport and the Terminal Complex and shall keep the Airport, including the Terminal Complex and District-installed Terminal Complex equipment and fixtures, in good condition and repair. District's obligation with respect to the Terminal Complex shall include responsibility for all roof maintenance and all structural maintenance and the maintenance of the heating, ventilating and air conditioning systems, the electrical system, and the plumbing and sewage system up to their point of entry to Operator's Leased Premises or attachment to Operator's equipment, except for those parts of the Leased Premises and those maintenance obligations for which Operator is responsible pursuant to Article 9 hereof. District's maintenance obligation with respect to the Terminal Complex shall also include custodial and general maintenance of the public areas of the Terminal Complex. If the District establishes a centralized refuse removal system and contractor for the Airport, Operator shall pay its pro-rata share of the cost therefor through monthly charges from District. b. District shall provide required structural repairs to the Ready/Return Parking Area, and provide electrical service and lighting to the extent currently provided at said Area. c. District shall provide required structural and roof repairs to the Service Facilities and maintain, repair and replace when necessary the building heating, electrical, air conditioning and plumbing systems in or serving the Service Facilities. d. District shall cause electricity, air conditioning, heat, sewerage disposal and water to be supplied to Operator's Leased Premises in the Terminal Complex, Service Facilities and to such public areas of the Terminal Complex presently having such service. District may charge Operator separately for District's costs of any utility requirements and uses resulting from special demands of Operator or for special utilization equipment. District shall not be responsible for disruptions in service due to failure of utility suppliers or other causes beyond District's control. GSP Airport District Page 81 of 126

82 e. Notwithstanding the above, District shall have the right, at any time, to install meters at the Leased Premises and to separately invoice Operator and the other operators for utility service charges Leasehold Improvements District reserves the right to make those Leasehold Improvements during the term of this Agreement. The cost of said improvements is to be recoverable by District through CFCs collected pursuant to Section 7.05 of this Agreement. ARTICLE 11 RULES AND REGULATIONS; COMPLIANCE WITH LAWS Rules and Regulations - Operator shall comply with and shall cause its employees, passengers, guests, invitees, agents and independent contractors to comply with all of District's rules and regulations (including but not limited to District's smoking regulation) with respect to the safe, prudent, or orderly conduct, use or operation of the Airport, as such rules and regulations currently exist and as they may be enacted or amended from time to time in the future. GSP Airport District Page 82 of 126

83 11.02 Observance and Compliance with Laws a. Operator shall, in connection with its rights and obligations hereunder, observe and comply with all laws, statutes, ordinances and regulations of all governmental authorities having jurisdiction, and shall pay all taxes and obtain all licenses, permits, certificates and other authorizations required by all applicable federal, state, county and municipal laws, statutes, and ordinances, including but not limited to all rules, regulations and directives of the Federal Aviation Administration. b. Operator agrees to make part of and incorporate into this Agreement by reference or by setting forth at length, at the option of District, any and all statutes, rules and regulations, and assurances and covenants required pursuant thereto, the incorporation of which may now or hereafter be required by the Federal Aviation Administration or other federal agency or by the State of South Carolina; provided, however, that nothing herein shall be construed to limit or diminish the right of Operator, at its own cost, risk and expense, to contest the same, by appropriate judicial or administrative proceeding. ARTICLE 12 DAMAGE OR DESTRUCTION Damage - Should Operator's Leased Premises, or any portions thereof, or buildings or structures on which such Leased Premises may be a part, be damaged by fire or other casualty, and if the damage or buildings or structures of which said Leased Premises are a part, is repairable within ninety (90) days from the date of the occurrence, the Leased Premises shall be repaired with due diligence by District and, so long as the damage is not due to the negligence of Operator, the rentals allocable to the particular Leased Premises, or portions of the Leased Premises rendered untenantable, for the period from the occurrence of the damage to the completion of repairs, shall be abated Destruction - Should said Leased Premises or any portions thereof or buildings or structures of which said Leased Premises may be a part, be completely destroyed by fire or other casualty, or should they be damaged to such an extent that the damage cannot be repaired within ninety (90) days after the occurrence, District shall have the option to terminate this Agreement to the extent that it shall apply to the particular Leased Premises so rendered untenantable. In the event that this Section shall become applicable, District shall notify Operator within thirty (30) days after the happening of any such damage whether District has elected to continue the Agreement in effect as to the premises damaged or destroyed or GSP Airport District Page 83 of 126

84 to terminate it. Said notice shall advise Operator of District's estimated schedule for completion of repair and restoration. If repairs are estimated to take more than one hundred eighty (180) days to complete, Operator may terminate this Agreement by providing written notice to District within ten (10) days of receipt of notice from District as aforesaid. If District shall elect to continue this Agreement in effect, it shall commence and prosecute with due diligence any work necessary to restore or repair the premises, and, so long as the damage is not due to the negligence of Operator, the rentals allocable to the particular Leased Premises rendered untenantable, for the period from the occurrence of the damage to the completion of the repairs, shall be abated. ARTICLE 13 INDEMNIFICATION AND INSURANCE General Indemnification - Operator shall assume, protect, defend, reimburse, and indemnify District, and its respective past, present and future officers, members (including without limitation all members of the governing board of District, and its Committees), and employees and agents, and each of them, including without limitation the President/CEOs of District, and shall hold each and all of them harmless at all times from and against any and all liabilities (including without limitation statutory liability and liability under workers' compensation laws), losses, fines, damages of whatever nature, causes of action of every kind and character, whether or not meritorious, suits, claims, demands, judgments, awards, settlements, costs, and expenses including without limitation payments of claims or liabilities resulting from any injury or death of any person or any damage to or destruction of any property resulting from, arising out of, incident to, or in connection with Operator's use or occupancy of the Leased Premises or any other area or facility at the Airport or resulting from, arising out of, incident to, or in connection with the conduct of Operator's rental car concession under this Agreement or any of its obligations or covenants under this Agreement, including, but not limited to: a. The willful misconduct, negligence or tortious act or omission of Operator or any of its agents, employees, invitees, licensees, contractors, or subcontractors; b. Operator's willful misconduct, negligence, or tortious act or omission in its use or occupancy of the Airport or the Leased Premises or in any of its operations under or pursuant to this Agreement; and c. The violation by Operator of any provision of this Agreement; GSP Airport District Page 84 of 126

85 except to the extent any such loss, fine, damage, cause of action, suit, claim, demand, judgment, award, settlement, cost, or expense is caused by the gross negligence or willful act or omission of District Additional Indemnifications a. Without limiting Operator's liability pursuant to Section above, Operator shall assume, protect, defend, reimburse, and indemnify District, and its respective past, present and future officers, members (including without limitation all members of the governing board of District, and its Committees), and employees and agents, and each of them, including without limitation the President/CEOs of District, and shall hold each and all of them harmless at all times from and against any and all liabilities (including without limitation statutory liability and liability under workers' compensation laws), losses, fines, damages of whatever nature, causes of action of every kind and character, whether or not meritorious, suits, claims, demands, judgments, awards, settlements, costs, and expenses including without limitation payments of claims or liabilities resulting from any injury or death of any person or any damage to or destruction of any property resulting from, arising out of, incident to, or in connection with Operator's use or occupancy of the Leased Premises or any other area or facility at the Airport resulting from, arising out of, in connection with, or incident to the conduct of Operator's rental car concession under this Agreement, or any fuel, fueling facility, product, contaminant spillage, contaminant seepage, contamination, noise pollution, or other injury or damage in relation to health, safety, environmental protection (including without limitation any contamination of Airport property, such as the contamination of soil or storm water by fuel, gas, chemical, or other substance deemed by the Environmental Protection Agency (EPA) to be an environmental contaminant at the time this Agreement is executed or as may be redefined as such by an appropriate regulatory agency while this Agreement is in effect), sanitation, good order, security, fire precaution, traffic control, operation, or maintenance caused by Operator or any of its agents, employees, licensees, contractors, or subcontractors, during the term of this Agreement and including without limitation payments of reasonable attorneys fees and environmental inspection costs, except to the extent the same is caused by the gross negligence or willful act or omission of District. b. Operator shall assume, protect, defend, reimburse, and indemnify District, and its respective past, present and future officers, members (including without limitation all members of the governing board of District, and its Committees), and employees and agents, and each of them, including without limitation the President/CEOs of District, and shall hold each and all of them harmless at all times from and against any and all liabilities for GSP Airport District Page 85 of 126

86 compensation under any workers' compensation statute arising out of an injury or injuries sustained by any employee of Operator. Operator also covenants that it shall cause its licensees, contractors and subcontractors to maintain in effect at all times workers' compensation insurance as required by law. c. Without limiting the generality of any other provision hereof, Operator shall reimburse District for any and all reasonable attorneys fees and investigation expenses incurred by District in the defense and handling of said causes of action, suits and claims and in enforcing the provisions of this Agreement, excepting those expenses incurred by District in the defense and handling of said causes of action, suits and claims resulting from the gross negligence or willful act or omission of District. d. Operator shall assume, protect, defend, reimburse, and indemnify District from, and assume all liability for, and pay, all taxes and assessments, including but not limited to such taxes and assessments as may from time to time be imposed by District, if so authorized, which by law may be levied or assessed on the Leased Premises and any other premises occupied by Operator pursuant to this Agreement, or which arise out of or are incidental to the conduct of Operator's rental car concession under this Agreement or by reason of Operator's occupancy of its Leased Premises or Operator's Gross Receipts, Commissionable Gross Receipts, Privilege Fee, or Rentals. Operator may, at its own risk, cost and expense, and at no cost to District, and without being deemed to be in default under this Agreement, contest, by appropriate judicial or administrative proceedings, the applicability or the legal or constitutional validity of any such tax or assessment; and District shall, to the extent permitted by law, execute such documents as are necessary to permit Operator to contest or appeal the same. Operator shall be responsible for obtaining bills for all of said taxes and assessments directly from the taxing authorities and shall promptly deliver to the President/CEO copies of receipts of payment of such taxes and assessments. In the event that District receives said bills, it shall promptly mail the same to Operator. e. Without in any way limiting any other provision on the subject matter contained elsewhere in this Agreement, Operator agrees that all of Operator's obligations of indemnity specified in Sections and hereof shall survive the expiration or termination of this Agreement Insurance Requirements - Operator shall, at its own cost and expense, procure and maintain in effect the following minimum insurance coverages at all times during the term of this Agreement, and, prior to or contemporaneously with the execution of this Agreement, shall deliver to the President/CEO certificates of insurance for such coverages, issued by a company or companies eligible to do GSP Airport District Page 86 of 126

87 business in the State of South Carolina, of recognized financial responsibility, evidenced by a minimum A.M. Best rating A+, Class X or higher, and reasonably satisfactory to District: a. Workers' Compensation and Employer's Liability Insurance for all employees engaged in operations under this Agreement. The limits of coverage shall be not less than: 1. Workers' Compensation - South Carolina Statutory 2. Employers' Liability - $1,000,000 - Limit Each Accident $1,000,000 - Limit Disease Aggregate $1,000,000 - Limit Disease Each Employee b. Comprehensive General Liability Insurance coverage which shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Contractors, Broad Form Property Damage, Products, and Completed Operations (which shall not exclude (XCU) Explosion, Collapse or Underground Property Damage), and Sudden and Accidental Pollution and Contamination Liability Coverages. Coverage shall be applicable to, among other matters, the operation of all mobile and ground equipment at the Airport. The Completed Operations Coverage shall in addition be maintained for a period of not less than three (3) years following final operations of Operator under this Agreement. Limits of coverage shall be not less than the following: Bodily and Personal Injury and Property Damage Liability $5,000,000 Combined Single Limit Each Occurrence c. Automobile Liability Insurance covering the ownership, maintenance and use of all owned, non-owned, leased and hired vehicles. Limits of coverage shall be not less than: Bodily and Personal Injury and Property Damage Liability $2,000,000 Combined Single Limit Each Accident d. Property Insurance covering Operator's improvements, fixtures and personal property, including Operator's motor vehicles, on the Leased Premises shall be provided insuring against all risk of physical loss. The amount of physical damage insurance for all perils, save flood and earthquake, shall be not less than the replacement cost of the property insured. The perils of flood and earthquake shall be insured for not less than the replacement cost of the property insured unless otherwise agreed to in writing by the President/CEO. The physical damage policies shall be endorsed to include the interests of the District and Operator as their GSP Airport District Page 87 of 126

88 interests may appear, and all proceeds from said policies shall be paid to the parties as their interests may appear. Operator's contents in the buildings and on the Leased Premises shall be insured against physical loss for the replacement cost of the property insured. e. Each certificate of insurance required and provided hereunder shall be in the form and substance as the certificate attached as Exhibit GH to this Agreement, shall be personally and manually signed by the authorized representative of the insurance company shown on the certificate, and shall provide that the coverages referred to therein shall not be terminated, modified or not renewed until District has received thirty (30) days advance written notice thereof. In the event an insurance carrier should terminate, modify or not renew any of the above insurance coverages, Operator shall immediately contract with another insurance carrier to provide the requisite coverage and shall immediately deliver to the President/CEO a replacement certificate. Each certificate and policy shall name District, and its respective past, present and future officers, members (including without limitation all members of the governing board of District, and its Committees), and employees and agents, and each of them, including without limitation the President/CEOs of District, as additional insureds under the policies and additionally to the extent of Operator's indemnity obligation under this Agreement. Each of the aforementioned certificates shall provide that the policies shall be primary to any other policies of insurance or self insurance maintained by District. Operator shall deliver to the President/CEO, thirty (30) days before the date of the renewal of any policy of insurance required hereunder, a renewal certificate meeting the requirements herein specified. In addition, upon the reasonable request by District, Operator shall provide a certified, true and exact copy of any insurance policy required hereunder. Operator authorizes District and its insurance consultant to confirm with Operator's insurance agents, brokers and insurance companies all information furnished District as to its compliance with its insurance requirements, including without limitation any impairment to the aggregate limit of any policy. If any insurance policy provided under this Agreement contains an aggregate limit, it shall contain a provision or endorsement providing that the insurance coverage and limits provided under this Agreement shall not be subject to said aggregate limit for this Airport location or for this Agreement. f. The acceptance by, or delivery to, District of any certificate of insurance evidencing the insurance coverages and limits required in this Agreement does not constitute approval or acceptance by District that the insurance requirements in this Agreement have been met. GSP Airport District Page 88 of 126

89 g. No operations shall commence or continue by Operator at the Airport unless and until the required certificates of insurance are in effect and received by District. h. The insurance coverages and limits required of Operator under this Agreement are designed to meet the minimum requirements of District. They are not designed as a recommended insurance program for Operator. Operator retains the responsibility for assessing its total liability and physical risk exposures and for managing these exposures. i. If at any time District requests a written statement from any insurance company as to any impairment to the Aggregate Limit, prompt authorization and delivery of all requested information shall be given to District. j. Neither party hereto shall be liable to the other party or to the insurer of the other party claiming by way of subrogation, with respect to any loss or damage under any policy of property insurance to the extent that such other party shall be reimbursed or has the right to be reimbursed out of its insurance coverage carried for such protection with respect to such loss or damage. The provisions of this paragraph shall apply only to the extent permitted by provisions of the insurance policy in question. k. Failure by Operator to take out or maintain, or the taking out or maintenance of any insurance required hereunder, shall not relieve Operator from any liability under this Agreement, nor shall the insurance requirements hereof be construed to conflict with or otherwise limit any contractual obligations (including but not limited to those of indemnification) of Operator contained in this Agreement. l. Operator shall not do or permit to be done anything, either by act or failure to act, which shall cause cancellation of any policy of insurance for its Leased Premises or any other part of the Airport. Further, if Operator shall do or permit to be done anything, either by act or failure to act, that shall cause an increase in the premiums for insurance for such Leased Premises or the Airport, Operator shall pay the amount of such increase, pursuant to invoices, whether from District or otherwise. m. District shall have the right at the conclusion of each Agreement Year hereunder, upon the written recommendation of its insurance consultant, to modify or alter insurance coverages and limits required hereunder after consultation with Operator and the other rental car operators and upon thirty (30) days advance written notice to Operator. Upon being given notice by District of said modifications and alterations, Operator shall promptly comply with said revised insurance requirements. GSP Airport District Page 89 of 126

90 ARTICLE 14 TERMINATION AND DEFAULT UNDER AGREEMENT Termination by District - Except as otherwise provided for in this Agreement, the following provisions shall control termination of this Agreement by District. If any one or more of the following shall occur, then upon the occurrence of any such event of default or at any time thereafter during the continuance thereof, District may, at its option, immediately and without prior notice of default, terminate the lettings, licenses and other interests and rights of Operator hereunder by sending written notice of termination by registered or certified mail to Operator at its address set forth in Section 17.06, which notice shall be deemed given and effective ten (10) days after mailing: a. Operator becomes insolvent (as such term is defined or used under Section 101 of the Federal Bankruptcy Code, 11 U.S.C. 101 et seq. (the "Code"), or any successor statute thereto); or fails to pay its debts generally as they mature; or takes the benefit of any present or future federal or state insolvency statute; or makes a general assignment for the benefit of creditors; or files a voluntary petition in bankruptcy or a petition or answer seeking an arrangement of its indebtedness under the Code or under any other law or statute of the United States or any State thereof; or consents to the appointment of a receiver, trustee, custodian, liquidator, or other similar official, of all or substantially all of its property; b. An order for relief is entered for or against Operator under the Code; or by order or decree of a court, Operator is adjudged a debtor or bankrupt; or an order is made approving a petition filed by any of its creditors or by any of its stockholders, seeking its reorganization or the readjustment of its indebtedness under the Code or under any other law or statute of the United States or any State thereof; and such order or decree is not stayed or vacated within thirty (30) days of its issuance; c. A petition under the Code or an action under any federal or state insolvency law or statute is filed against Operator and is not dismissed or stayed within thirty (30) days after the filing thereof; d. By or pursuant to or under District of any legislative act, resolution or rule, or any order or decree of any court or governmental board, agency or officer, a receiver, trustee, custodian, liquidator, or other similar official takes possession or control of all or substantially all of the property of Operator, and such possession or control continues in effect for a period of thirty (30) days; GSP Airport District Page 90 of 126

91 e. Operator becomes a corporation or other entity in dissolution; f. Any letting, license or other interest or right of Operator hereunder is transferred to, passed to, or devolved upon, by operation of law or otherwise, any other person, firm, corporation or other entity, by, in connection with, or as a result of any bankruptcy, insolvency, trusteeship, liquidation, or other proceeding or occurrence described in Paragraphs (a) through (e) of this Section 14.01; g. Operator fails to maintain in effect the Contract Security required by Section 7.07 or the insurance required by Section of this Agreement; h. Operator fails on three separate occasions during any twelve consecutive month period to make any Privilege Fee, Rental, CFC, or other payment to District when due; i. Operator fails to comply with one or more of its obligations under this Agreement (including without limitation the obligation to have an adequate fleet of vehicles available for rental by customers) on three (3) separate occasions during any twelve month consecutive month period; or j. Operator voluntarily discontinues its rental car business at the Airport for a period of thirty (30) consecutive days or, after exhausting or abandoning any further appeals, Operator is prevented for a period of ninety (90) consecutive days by the action of any governmental agency, other than District, from conducting its rental car business at the Airport, except with respect to any such governmental action affecting operators generally at the Airport Merged Corporation - If Operator becomes a merged corporation in a merger or a constituent corporation in a consolidation which is prohibited pursuant to Section and Section 15.05, or either of them, District may, at its option, terminate the lettings, licenses and other interests and rights of Operator hereunder upon ten (10) days prior written notice of termination sent by registered or certified mail to Operator at its address set forth in Section 17.06, which notice shall be deemed given and effective ten (10) days after mailing Default for Non-Payment - If Operator fails to duly and punctually pay any Rental, Privilege Fee or CFC required to be paid hereunder or fails to make payment when due of any other sum required to be paid to District pursuant to this Agreement, then District may, if such default is not cured within ten (10) days after receipt of written notice thereof with respect to such non-payment of said Privilege Fee, Rental or CFC or thirty (30) days with respect to the non-payment of any other sum, at its option, terminate the lettings, licenses and GSP Airport District Page 91 of 126

92 other interests and rights of Operator hereunder, by sending written notice of termination by registered or certified mail to Operator at its address set forth in Section 17.06, which notice shall be deemed given and effective when mailed Additional Events of Default - If any one or more of the following occurs, then upon the occurrence of any such event or at any time thereafter during the continuance thereof, District may, at its option, terminate the lettings, licenses, and other interests and rights of Operator hereunder by sending written notice of termination by registered or certified mail to Operator at its address set forth in Section 17.06, which notice shall be deemed given and effective when mailed: a. A lien is filed against the Leased Premises or any portion thereof because of any act or omission of Operator, and is not discharged within thirty (30) days after receipt of notice or other knowledge thereof by Operator, unless Operator shall within the aforesaid thirty (30) days furnish to District security in such form as District's legal counsel shall prescribe to protect the interests of District; or b. Operator fails to keep, perform or observe any term, condition, provision, warranty, or covenant of this Agreement for a period of thirty (30) days after written notice specifying such failure is given to Operator by District; provided, however, that any such failure which can be remedied, but which cannot with due diligence be remedied within such thirty (30) day period, shall not give rise to District's right to terminate this Agreement if corrective action is instituted by Operator within such period and diligently pursued until the failure is remedied District Rights Upon Default - Notwithstanding any other provision in this Agreement, upon any default by Operator to make any payment under this Agreement or upon any failure by Operator to comply with any other term, condition, provision, warranty, or covenant hereof and upon Operator's failure in each case to cure such default or failure within any applicable grace period granted hereunder, District may: a. Terminate this Agreement without discharging any of Operator's obligations hereunder and exclude Operator from its Leased Premises and the Airport; b. Without terminating this Agreement, exclude Operator from its Leased Premises and the Airport and use its best efforts to lease such Leased Premises to another car rental operator, holding Operator liable for all of Operator's Privilege Fees, Rentals, CFCs, and other payments due hereunder up to the effective date of such leasing and for the excess, if any, of Operator's Privilege Fees, Rentals, CFCs, and other amounts payable by Operator under this Agreement for the remainder of the term of this GSP Airport District Page 92 of 126

93 Agreement over the Privilege Fees, Rentals, CFCs, and other amounts which are paid during such remainder by such new operator; and c. From time to time, take whatever action at law or in equity appears necessary or desirable to collect Operator's Privilege Fees, Rentals, CFCs, and any other amounts payable by Operator hereunder then due and thereafter to become due, and enforce the performance and observance of any term, condition, provision, warranty, or covenant of Operator under this Agreement. It is understood and agreed that the rights and remedies set forth in this Section shall be in addition to all other rights and remedies which are or may be available to District at law or in equity District Rights Cumulative - All of the rights and remedies hereinbefore given to District shall be cumulative and concurrent. No termination of this Agreement or the taking or recovering of the Leased Premises shall deprive District of any of District's rights or remedies or actions against Operator for Privilege Fees, Rentals, CFCs, or other payments due hereunder or any other amounts due, for damages, or for the breach of any covenant herein contained, nor shall the bringing of any action for Privilege Fees, Rentals, CFCs, or any other payments due hereunder, nor the resort to any other right or remedy for the recovery of Privilege Fees, Rentals, CFCs, or any other amounts due, be construed as a waiver of the right to obtain possession of the Leased Premises Operator's Rights Upon District Default - Operator's sole remedy for any District breach, default or violation of or under this Agreement shall be an action in contract for damages or an action seeking specific performance by District Change of Agreement Term - Notwithstanding the provisions of this Article 14, and immediately upon any occurrence of an event of default described in Sections 14.01(a) through (f) hereof, the term of this Agreement shall automatically convert to month-to-month, and in addition to its rights under this Article 14, either party shall have the right to terminate the Agreement upon thirty (30) days written notice from District to Operator, or from Operator to District. The conversion of the term of this Agreement pursuant to this Section shall not discharge any of Operator's obligations hereunder nor affect any of District's other remedies set forth herein Removal of Operator's Property - The personal property placed or installed at or on the Airport by Operator, including, but not limited to, trade fixtures and trade equipment, shall remain the property of Operator and must be removed on or before the expiration of the term or the expiration of any extension or renewal GSP Airport District Page 93 of 126

94 hereof and at Operator's sole risk and expense. Any damage to the Leased Premises or the Airport or any portion thereof resulting from such removal shall forthwith be paid for by Operator. In the event of termination of this Agreement, Operator shall have thirty (30) days after such termination during which to remove such property. However, District shall have the right to assert such lien or liens against said property as District may by law be permitted. So long as any such property remains in the Leased Premises or on the Airport, Operator's obligation to pay Operator's Privilege Fees and Rentals and other sums due District shall continue. If Operator's property is not removed as herein provided, District may, at its option, after written notice to Operator and at Operator's sole risk and expense, remove such property to a warehouse for deposit, or retain the same in District's possession, and after the expiration of thirty (30) days, sell the same. The proceeds thereof shall be applied first to the expenses of such removal, deposit and sale, second to any sum owed by Operator to District, and any balance remaining shall be paid to Operator No Waiver by District - A failure by District to take any action with respect to any breach, default or violation by Operator of any of the terms, conditions, provisions, warranties, or covenants of this Agreement shall not in any respect limit, prejudice, diminish, or constitute a waiver of any right or remedy of District to act with respect to any prior, contemporaneous, or subsequent breach, default or violation or with respect to any continuation or repetition of the original breach, default or violation. The acceptance by District of payment for any period or periods after a breach, default or violation of any of the terms, conditions, provisions, warranties, or covenants of this Agreement shall not constitute a waiver or diminution of, nor create any limitation upon, any right of District to terminate this Agreement for any subsequent breach, default or violation or for any continuation or repetition of the original breach, default or violation Agreement to Pay Attorneys Fees and Expenses - When an event of default by Operator has occurred and District retains attorneys (or uses the services of District's legal counsel) or incurs other costs and expenses for the collection of Privilege Fees, Rentals, CFCs, or other payments due hereunder, or for the enforcement, performance or observance of any term, condition, provision, warranty, or covenant of this Agreement by or on the part of Operator, and if District is successful in obtaining a judgment against Operator or a settlement with Operator, Operator shall pay to District the fees and expenses of such attorneys and such other costs and expenses incurred by District in taking such action. ARTICLE 15 GSP Airport District Page 94 of 126

95 ASSIGNMENT, SUBLEASE AND TRANSFERS Prohibition Against Assignment and Sublease - Operator covenants that it shall not assign, sublet, transfer, convey, sell, mortgage, pledge or encumber the Leased Premises or any part thereof, this Agreement or any part thereof, or any rights of Operator hereunder or allow the use of such Leased Premises or any rights hereunder, in whole or in part, without the prior written consent of District. Consent by District to any type of transfer described in this Section or elsewhere in this Agreement shall not in any way be construed to relieve Operator from obtaining further authorization from District for any subsequent transfer of any nature whatsoever Operator's Survival Obligations - Notwithstanding any assignment, sublet or any other transfer of the Leased Premises under this Agreement, or any rights hereunder, Operator shall remain fully liable for the payment of all of its Privilege Fees, Rentals and CFCs and other payments due District under this Agreement and fully responsible for the performance of all of its other obligations hereunder, unless and to the extent that District provides a specific written release to Operator in its written consent provided pursuant to Section hereof Request for Assignment/Sublease - Any and all requests by Operator seeking authorization under Section shall be made in writing by certified mail to the President/CEO at District's address set forth in Section of this Agreement Unauthorized Assignment or Sublease - If any transfer of Operator's interest hereunder shall occur, whether or not prohibited by Section or Section 15.05, District may collect Privilege Fees, Rentals, CFCs and any other payments due District under this Agreement from any purported assignee, sublessee or transferee of Operator, and in such event shall apply the net amount collected to Privilege Fees, Rentals, CFCs and any other payments payable by Operator hereunder this Agreement without such action by District releasing Operator from this Agreement or any of its obligations hereunder. If any transfer prohibited by Section or Section shall occur without authorization of District and District collects Privilege Fees, Rentals, CFCs and any other payments due District under this Agreement from any purported assignee, sublessee or transferee of Operator and applies the net amount collected in the manner described in the preceding sentence, such actions by District shall not be deemed to be a waiver of the covenant contained in Section or Section or constitute acceptance of such assignee, sublessee or transferee by District or release Operator from this Agreement or any of its obligations hereunder. GSP Airport District Page 95 of 126

96 15.05 Change of Control - Any other provision of this Article 15 or any other provision of this Agreement notwithstanding, any transfer in or of control of Operator's entity structure, whether by action of Operator or by operation of law, shall likewise require approval and consent of District pursuant to Section hereof. Without limiting the generality of the foregoing, for purposes of this Agreement, the transfer of forty percent (40%) or more of Operator's stock (if a corporation) during any 12-month period shall constitute a transfer in and of control. Any transfer in or of control not so approved and consented to shall be a violation of the covenants of Section 15.01, which shall thereby enable District to exercise any and all rights of District under Section With respect to this Section 15.05, District's approval and consent shall not be unreasonably withheld. ARTICLE 16 GOVERNMENT INCLUSION AND GOVERNMENTAL COVENANTS Provisions Relating to Issuance of Bonds - Operator shall comply with the following provisions related to the issuance of bonds by District: a. This Agreement and all rights granted to Operator hereunder are expressly subordinated and subject to any lien, covenants (including the rate covenants), and provisions of the pledge, transfer, hypothecation, or assignment made or hereafter made by District in any trust indenture or resolution under which bonds are issued for the Airport, including any amendments and supplements thereto. District and Operator agree that to the extent granted or required by any trust indenture or law, the holders of the bonds or their designated representatives shall have the right to exercise any and all rights of District hereunder. b. Operator understands that District has issued and subsequently may be the issuer of bonds during the term of this Agreement. With respect to bonds that have been issued or may be issued in the future, the interest on which is intended to be excludable from gross income from the holders of such bonds for Federal income tax purposes under the Internal Revenue Code of 1986, Operator agrees that it will not act, or fail to act (and will immediately cease and desist from any action, or failure to act) with respect to the use of the Leased Premises, if the act or failure to act may cause District to be in noncompliance with the provisions of the Internal Revenue Code of 1986 as they may be amended, supplemented, or replaced, or the regulations or rulings issued thereunder, nor will Operator take, or persist in, any action or omission which may cause the interest on the tax-exempt bonds either (1) not to be excludable from the gross income of the holders thereof for Federal income tax purposes; or (2) to become subject to the alternative GSP Airport District Page 96 of 126

97 minimum tax (AMT) for Federal income tax purposes if such bonds were not originally subject to said tax. c. Operator agrees that in connection with any issuance of bonds by District, upon reasonable advance written request, Operator will deliver to District a statement in writing certifying: 1. that this Agreement is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that the Agreement as modified is in full force and effect); 2. that District is not in default under any provision of this Agreement, or, if in default, the nature thereof in detail; and 3. such further matters as may be reasonably requested by District, it being intended that any such statement may be relied upon by the parties involved in such issuance of bonds. d. Operator agrees that upon the request of District, Operator will provide to District such information with respect to Operator as District deems reasonably necessary in order for District to comply with the requirements of Rule 15c2-12, as amended (the "Rule"), under the Securities Exchange Act of 1934, as amended (the "Act"). Operator agrees that, if at any time while bonds remain outstanding, Operator is no longer complying with the reporting requirements under the Act and if Operator is an "obligated person" as defined in the Rule, Operator will provide to District such information with respect to Operator as is necessary in order to comply with the Rule District Right to Improve Airport a. District has, has had and shall continue to have the absolute right to develop, expand, improve and renovate the Airport, including but not limited to, the Airfield Area, the Terminal Complex and other Airport facilities, regardless of the desires or views of Operator and without interference or hindrance from Operator and without any liability to Operator; and District may continue to so develop, expand, improve and renovate the Airport, including but not limited to, the Airfield Area, Terminal Building and other Airport facilities throughout the term of this Agreement. b. Upon reasonable notice, during Operator's normal business hours, District shall have the right to enter Operator's Leased Premises to perform any of District's obligations hereunder, exercise any of its rights hereunder or in the exercise of its governmental functions, or in the event of any alteration, improvement or construction on, adjacent to or in the vicinity of Operator's GSP Airport District Page 97 of 126

98 Leased Premises, for purposes related thereto. Notwithstanding the foregoing, in an emergency, District shall have the absolute right to enter Operator's Leased Premises to perform or exercise any of the aforementioned obligations or rights. c. In addition to those rights reserved by District in Section (a) and (b) above, District reserves the right from time to time as may be reasonably necessary to temporarily or permanently close, relocate, reconstruct, change, alter or modify Operator's Leased Premises for purposes of maintaining or constructing improvements, modifications or expansions to the Airport, provided that: 1. At least sixty (60) days prior written notice of any such action is given by District to Operator. 2. Reasonably convenient and equivalent alternative premises and adequate means of ingress and egress thereto shall be made available to Operator. Such alternative premises shall be subject to Operator's reasonable approval. 3. Operator shall continue to pay Rentals with respect to its Leased Premises during any such temporary or permanent relocation (adjusted for any decrease/increase in square footage); provided, however, that District shall reimburse Operator for the reasonable costs associated with any necessary relocation Reservation of Air Navigation Rights - District reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Airport, including but not limited to Operator's Leased Premises, for navigation or flight in said airspace for landing on, taking off from, or operating at the Airport Nondiscrimination - To the extent that the following provisions are applicable to Operator's Leased Premises or activities at the Airport and the inclusion of such provisions is required by law, grant agreement or contract, Operator agrees to observe and comply with said provisions: a. Operator agrees that in the operation of its rental car concession at the Airport, it shall not discriminate against any person by reason of sex, race, color, religion, national origin, disability or handicap in the use of any of the facilities provided for the public at the Airport. b. Operator, for itself, its successors in interest and assigns, as a part of the consideration herefor, does hereby covenant and agree, as a covenant running with the land, that in the event facilities are constructed, GSP Airport District Page 98 of 126

99 maintained or otherwise operated on the property described in this Agreement for a purpose for which a Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, Operator shall maintain and operate such facilities and services in compliance with all other requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended. In the event of the breach of any of the above nondiscrimination covenants, District shall have the right to terminate this Agreement and to reenter and repossess the Leased Premises and the facilities thereon, and hold the same as if said Agreement had never been made or issued. Unless precluded by the provisions of the above assurance or regulation, District shall follow the notice and termination provisions contained in Article 14 of this Agreement. c. Operator, for itself, its successors in interest and assigns, as a part of the consideration herefor, does hereby covenant and agree, as a covenant running with the land, that: 1. No person on the grounds of sex, race, color, religion, national origin or handicap shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishings of services thereon, no person on the grounds of sex, race, color, religion, national origin or handicap shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination 3. Operator (whether a grantee, licensee, lessee, permittee, etc.) shall use the Leased 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. In the event of the breach of any of the above nondiscrimination covenants, District shall have the right to terminate this Agreement and to reenter and repossess the Leased Premises and the facilities thereon, and hold the same as if said Agreement had never been made or issued. Unless precluded by the provisions of the above assurance or regulation, District GSP Airport District Page 99 of 126

100 shall follow the notice and termination provisions contained in 14 of this Agreement. d. Operator assures District that it shall undertake an affirmative action program if required by Title 14, Code of Federal Regulations, Part 152, Subpart E, to ensure that no person shall, on the grounds of sex, race, color, religion, national origin, or handicap, be excluded from participating in any employment activities covered in Title 14, Code of Federal Regulations, Part 152, Subpart E. Operator assures that no person shall be excluded on these grounds from participating in or receiving the services of any program or activity covered by said Subpart E. Operator assures that it will require that its covered suborganizations to provide assurances to Operator that they similarly shall undertake an affirmative action program and that they shall require assurances from their suborganizations, if and as required by Title 14, Code of Federal Regulations, Subpart E, to the same effect. Operator assures that it shall furnish to the United States government or District, if and as required by law, any and all documents, reports, and records, including, but not limited to, an affirmative action plan, Form EEO-1, the submission of which are required by Title 14, Code of Federal Regulations, Part 152, Subpart E Accessibility of Physically Handicapped - To the extent the requirements of Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 27, and Titles II and III of the Americans with Disabilities Act of 1990 apply to the Leased Premises and Operator's facilities thereon or the operation and/or construction or acquisition of any improvement, equipment or facilities by Operator on the Leased Premises or the Airport or any part thereof, such improvement and equipment shall be provided and improvement and facilities shall be designed, constructed, and operated, so that the improvement, equipment or facility is accessible to and usable by handicapped persons. To assure such design, construction and use, Operator will design and construct the improvement, equipment or facility in accordance with the Uniform Federal Accessibility Standards ("UFAS") and/or the American National Standards Institute "Standard Specifications for Making Buildings and Facilities Accessible to, and Usable by, the Physically Handicapped" (ANSL A [R-1971]), as applicable, which standards are incorporated herein and made a part of this Agreement Disadvantaged Business Enterprise Program - In the event that Operator is not certified by the State of South Carolina as a Disadvantaged Business Enterprise, Operator shall, to the extent possible, use or obtain the services, goods and products, including its vehicle fleet, from Disadvantaged Business Enterprises (DBEs) as defined in 49 CFR Part 23, and as certified by State of South Carolina, in the conduct of its business and operations at the Airport; in order to enable it to achieve the DBE goal included within its bid to District. Operator agrees that for each year during this Agreement, Operator will make a good faith effort to GSP Airport District Page 100 of 126

101 purchase services, goods and products from DBEs in an aggregate which will equal or exceed Operator's goal for each Agreement Year under this Agreement as set forth on Exhibit HI attached hereto. In order to ensure compliance with the foregoing DBE requirement, Operator agrees to the following: a. Within ninety (90) days after award of this Agreement by District, and by July 1 of each succeeding Agreement Year of the term, Operator will furnish to District's DBE Officer at the Airport the program it will be utilizing during the next twelve-month period to achieve its DBE goal, including the names of the DBEs it plans to utilize so that they may apply for certification procedures. Only those firms which have been certified by District at DBEs may be counted toward the DBE goal. If a DBE must be replaced for any reason, Operator agrees that it will be replaced with another DBE or, if not replaced with a DBE, Operator shall demonstrate to District it made a good faith effort to do so. b. Within ninety (90) days after the end of each Agreement Year during the term hereof, Operator will furnish District with a report certified by an officer of Operator's corporation, showing Operator's total Commissionable Gross Receipts at the Airport for said Agreement Year and Operator's total purchase of services, goods and products for business at the Airport during that twelve (12) month period, and the percentage of such purchases made from DBEs, and the exact amount paid to each DBE, by name. c. Should the report show that Operator did not meet its goal, then Operator shall also furnish with the report a detailed description as to why it was not met, along with documentation of its good faith efforts. d. If Operator fails to meet the established goal for any Agreement Year and fails to demonstrate good faith efforts to meet the goal, then Operator shall be in default under this Agreement Passenger Facility Charge Regulation - To the extent that the provisions of 14 CFR Part 158 (the "Passenger Facility Charge Regulation") or any assurance issued pursuant thereto is or becomes applicable to the Leased Premises or Operator's activities under this Agreement, Operator agrees to comply with the requirements of said Passenger Facility Charge Regulation and any applicable assurance issued pursuant thereto Prohibition Against Exclusive Rights - It is hereby specifically understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right to provide rental car services to the public, and District reserves the right to grant to others the privileges and right of conducting any or all activities related to the operations of a rental car concession. GSP Airport District Page 101 of 126

102 16.09 Government Inclusion - Operator covenants and agrees that this Agreement shall be subordinated to the provisions of any existing or future agreement between District and the United States Government, relative to the operation and maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of federal funds for the development of the Airport or the continued operation or certification of the Airport Compliance with Environmental Laws - Operator covenants, represents, and warrants that in conducting any activity or business on the Leased Premises or at the Airport, or in conducting any operation or performing any work pursuant to this Agreement, Operator shall comply with all applicable Environmental Laws. Operator further covenants, represents and warrants that: a. Operator shall obtain and maintain all Environmental Permits required for it to conduct its activities and business on the Leased Premises and at the Airport. b. At District's request, Operator shall make available to District for inspection and copying, upon reasonable notice and at reasonable times, any and all documents and materials which Operator prepared or had prepared with respect to or pursuant to any Environmental Law or Environmental Permit, or which Operator submitted or had submitted to any governmental agency, which documents or materials relate to environmental issues, Environmental Laws or Environmental Permits, pertain to the Airport or the Leased Premises, and would be discoverable in litigation. c. District and its representatives shall have access to the Leased Premises upon prior notice to inspect the same in order to determine if Operator is using the Leased Premises in accordance with all Environmental Laws and Environmental Permits. Operator agrees to fully cooperate with any such inspections, provided that such inspections shall not unreasonably interfere with Operator's operations. Upon receipt of written notification of noncompliance or upon assertion of a claim by a third party, and at the request of District, Operator shall conduct such testing and analysis as District deems reasonable to ascertain whether Operator is using the Leased Premises in compliance with all Environmental Laws and Environmental Permits. Any such tests shall be conducted by qualified independent experts chosen by Operator, but who shall be subject to District's approval, which shall not be unreasonably withheld. Operator shall provide to District copies of all reports prepared by such experts within a reasonable time after Operator receives each such report. d. If Operator fails to comply with any Environmental Law or Environmental Permit or if Operator fails to commence immediate corrective action or GSP Airport District Page 102 of 126

103 required remediation, District may, in addition to the rights and remedies described elsewhere in this Agreement and any other rights and remedies otherwise available to District, enter the Leased Premises and take all reasonable and necessary actions, at Operator's expense, to ensure such compliance with the Environmental Law or Environmental Permit. e. In the event of any release or threatened release of Hazardous Materials caused by Operator or any of its agents, employees, invitees, licensees, contractors, or subcontractors, and which is required by an applicable Environmental Law or District Rule or Regulation to be reported by Operator, whether as a result of negligent conduct or otherwise, at, on, under or about the Leased Premises or the Airport, or in the event any claim, demand, complaint, or action is made or taken against Operator that pertains to the environment at the Leased Premises or the Airport, or if Operator receives any notice pertaining to Operator's failure or alleged failure to comply with any Environmental Law or Environmental Permit, Operator shall promptly notify District of all known facts pertinent to such release, threatened release, claim, demand, complaint, action, or notice, and shall provide District with a copy of each such claim, demand, complaint, notice, and action. If Operator is required by any Environmental Law, Environmental Permit, or governmental agency to file any notice or report of a release or threatened release of Hazardous Materials at, on, under or about the Leased Premises or the Airport, Operator shall simultaneously provide a copy of such notice or report to District. f. Operator shall undertake all necessary steps to remedy and remove any environmental pollution, contamination, condition, or damage to the extent caused by or resulting from the activities, conduct or presence of Operator or any of its agents, employees, invitees, licensees, contractors, or subcontractors on the Leased Premises or at the Airport, whether resulting from negligent conduct or otherwise, as determined by the appropriate governmental agency to be necessary to reasonably protect the public health or safety to the extent required by applicable law, or to bring the Leased Premises or the Airport into compliance with all Environmental Laws and Environmental Permits. Such work shall be performed at Operator's expense. Except in the event of an emergency, such work shall be after Operator submits to District a written plan for completing such work and receives the prior approval of District, which shall not be unreasonably withheld. District shall have the right to review and inspect all such work at any time using consultants and representatives of its choice. The actual cost of such review and inspection shall be paid by Operator. Specific cleanup levels for any environmental remediation work Operator performs shall be designed to meet and satisfy the requirements of all applicable Environmental Laws and Environmental Permits. Operator warrants that all work performed pursuant to this Agreement shall be performed in GSP Airport District Page 103 of 126

104 accordance with all Environmental Laws and Environmental Permits, specifically including without limiting the generality of the foregoing any applicable National Emission Standards for Hazardous Air Pollutants (NESHAP), 40 C.F.R g. Notwithstanding the obligations imposed on Operator in Paragraph (f) of this Section of the Agreement, District and other Federal, state, and local agencies having jurisdiction shall at all times have the right, should Operator fail to respond to a notification, after a specified cure period, if any, or immediately if necessary to mediate further contamination, to take any and all actions as they may individually or collectively deem appropriate to cease, contain, investigate, remediate, and otherwise respond to a condition which results from, causes, or threatens to cause environmental pollution, contamination, or damage at, under or about the Leased Premises or the Airport. Operator agrees to cooperate with any and all such actions. h. District shall not be responsible to Operator or any of its agents, employees, invitees, licensees, contractors, or subcontractors for any environmental condition in existence on the Leased Premises or at the Airport, which condition may interfere with Operator's business or other operations or activities, or which might otherwise cause damage to Operator through loss of business, destruction of property, or injury to Operator, its owners, directors, officers, agents, employees, customers, clients, vendees, invitees, Operators, or licensees, except to the extent that any such condition is directly caused by District or its employees Operator's Environmental Indemnity - With respect to Environmental Laws and Environment Permits, Operator agrees as follows: a. Without in any way limiting Operator's obligations under Article 13 hereof, Operator shall assume the risk of, be responsible for, protect, defend, indemnify and hold harmless District, and their respective past, present and future officers, members (including without limitation all members of the governing board of District and its Committees), and their respective employees and agents, and each of them, including without limitation the President/CEOs of District, and shall hold each and all of them harmless at all times from and against any and all losses, claims, liabilities, damages, costs, and expenses, including reasonable attorneys fees, which may be incurred in connection with any actual, threatened, or potential environmental pollution, contamination, condition, or damage to the extent caused by or resulting from any activity, conduct, or presence of Operator or any of Operator's directors, officers, agents, contractors, subcontractors, or employees at the Airport or from Operator's failure to comply with any Environmental Law or Environmental Permit. GSP Airport District Page 104 of 126

105 b. All rights and remedies of District as provided in this Agreement with regard to environmental pollution, contamination, damage, or any actual or threatened violations of any Environmental Law or Environmental Permit shall be deemed cumulative in nature; and District's right to indemnification as provided under this Section shall survive the termination of this Agreement Stormwater - Operator shall comply with the following provisions with respect to stormwater management at or from the Airport: a. Notwithstanding any other provisions or terms of this Agreement, Operator acknowledges that certain properties within the Airport, or on District-owned land, are subject to stormwater rules and regulations. Operator agrees to observe and abide by such stormwater rules and regulations as may be applicable to the Airport property and uses thereof. b. District and Operator will cooperate to insure compliance with any stormwater discharge permit terms and conditions, as well as to insure safety and to minimize cost of compliance. Operator acknowledges further that it may be necessary to undertake such actions to minimize the exposure of stormwater to "significant materials" generated, stored, handled, or otherwise used by Operator, as such term may be defined by applicable stormwater rules and regulations, by implementing and maintaining appropriate and relevant "best management practices" as that term may be defined in applicable stormwater rules and regulations. c. District will invite Operator to participate in discussions with the South Carolina officials regarding discharge permit requirements and shall provide Operator with written notice of any stormwater discharge permit requirements applicable to Operator and with which Operator will be obligated to comply from time to time, including certification of non-stormwater discharges; collection of stormwater samples; preparation of stormwater pollution prevention or similar plans; implementation of best management practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Operator agrees to undertake, at its expense, unless otherwise agreed to in writing between District and Operator, those stormwater permit requirements for which it is reasonably responsible and for which it has received written notice from District and which are applicable exclusively to Operator, and Operator agrees that it will hold harmless and indemnify District for any violations or non-compliance by Operator with any such permit requirements for which it has undertaken. GSP Airport District Page 105 of 126

106 ARTICLE 17 GENERAL PROVISIONS Quiet Enjoyment - To the extent of its District to provide the same under the City-County agreement creating the District and the City's lease agreement with the District, District covenants that, if Operator shall perform all obligations and make all payments as provided herein, Operator shall peaceably have and enjoy the Leased Premises and all the rights, licenses, privileges, appurtenances, and facilities granted herein; provided, however, that the foregoing covenants shall be binding on District only so long as it is the operator of the Airport and has the District to make this covenant under the foregoing agreements Surrender - Operator covenants and agrees to yield and deliver peaceably to District possession of the Leased Premises on the date of the cessation of the letting hereunder, whether such cessation be by termination, expiration or otherwise, promptly and in as good condition as at the commencement of the letting, or, if improved, in as good condition as of the completion date of the last improvement made to the Leased Premises, excepting reasonable wear and tear Force Majeure a. Neither party hereto shall be liable to the other for any failure, delay, or interruption in performing its obligations hereunder to the extent due to acts, events or conditions beyond its control, including, but not limited to, acts of God, acts of a public enemy, war, blockade, insurrection, strikes, boycotts, picketing, slow-downs, work stoppages or other labor actions affecting the rights or obligations of District or Operator hereunder, their respective contractors or subcontractors, except to the extent that such failure, delay or interruption directly or indirectly results from failure on the part of District or Operator to use reasonable care to prevent, or make reasonable efforts to cure, such failure, delay or interruption; provided, however, that, except as herein specifically provided, nothing in this section is intended or shall be construed to abate, postpone or in any respect diminish Operator's obligations to make payments of Privilege Fees, Rentals, CFCs and any other payments when due to District pursuant to this Agreement. b. District shall be under no obligation to supply any service if and to the extent and during any period that the supplying of any such service or the use of any component necessary therefor shall be prohibited or rationed by any law, ordinance, rule, regulation, requirement, order or directive of any federal, state, county or municipal government having jurisdiction. District shall also have the right to manage and employ procedures to effectuate GSP Airport District Page 106 of 126

107 energy conservation measures at the Airport and Operator shall fully cooperate with District in these efforts No Co-Partnership or Agency - It is understood and agreed that nothing herein contained, including but not limited to District receiving Percentage Fee payments from Operator, is intended or shall be construed to in any respect create or establish the relationship of co-partners between the parties hereto, or as constituting either party as the general representative or agent of the other party for any purpose whatsoever No Personal Liability - No past, present or future officer, member, official, director, agent or employee of either party, or the City or the County, shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or because of any breach thereof or because of its or their execution, approval, or attempted execution of this Agreement Notices - Except as otherwise expressly provided in this Agreement, all notices, consents, approvals and other communications provided for under this Agreement shall be in writing and shall be mailed by certified mail, return receipt requested, or by receipted overnight delivery, to District and Operator at the following addresses: by U.S. Mail DISTRICT President/CEO Greenville-Spartanburg Airport District 2000 GSP Drive, Suite 1 Greer, SC OPERATOR by Overnight Delivery DISTRICT President/CEO Greenville-Spartanburg Airport District 2000 GSP Drive, Suite1 Greer, SC OPERATOR GSP Airport District Page 107 of 126

108 or to such other person or address as either District or Operator may from time to time designate by notice to the other in accordance with this Section Entire Agreement - This Agreement, including the attached exhibits, embodies the entire agreement between District and Operator relating to the subject matter hereof, supersedes all prior agreements and understandings, written or oral, express or implied, between District and Operator relating thereto, including the Invitation to Bid and Operator's bid upon which this Agreement was awarded. This Agreement, including the attached exhibits and endorsements, may not be changed, modified, discharged or extended except by written amendment duly executed by the parties No Third Party Beneficiaries - Each of the parties hereto has entered into this Agreement solely for its own benefit, and it is their intent that no third party shall have a right to claim damages or bring any suit, action or other proceeding by or against either of the parties hereto because of any breach hereof, excepting solely a person to whom this Agreement is sublet, transferred or assigned as herein provided. Except as otherwise provided in Paragraph (j) of Section of Article 13 hereof, the foregoing provision shall not apply to insurance subrogation rights vested or arising in third parties resulting from insurance policies related to this Agreement Construction of Agreement - Regardless of which party hereto is responsible for the preparation and drafting of this Agreement, it shall not be construed more strictly against either party Severability - If any of the terms, conditions, provisions, warranties or covenants of this Agreement, or any portions thereof, shall contravene or be invalid under the laws or regulations of the State of South Carolina or the United States of America, or any of their respective agencies, departments or subdivisions, such contravention or invalidity shall not invalidate the whole Agreement, but this Agreement shall be construed as if not containing the particular term, condition, provision, warranty or covenant or portion thereof held to be in contravention or invalid, and the rights and obligations of the parties shall be construed accordingly Sealed Agreement - The parties hereto acknowledge, represent, state and warrant that they have signed and executed this Agreement under seal, that they have adopted their respective seals as affixed to this Agreement, and that they are executing this Agreement with the intent that it shall be a sealed instrument. GSP Airport District Page 108 of 126

109 17.12 Survival of Warranties - All warranties and covenants set forth in this Agreement shall survive the execution, performance and termination of this Agreement Applicable Law - This Agreement is made and entered into in Spartanburg County, South Carolina, and South Carolina law shall govern and apply to this Agreement. In the event of a dispute or disputes between the parties hereto, and in the event litigation is instituted, such litigation shall be commenced only in a federal or state court in Spartanburg County, South Carolina Operator is Independent Contractor - It is expressly understood and agreed by and between the parties hereto that Operator is and shall remain an independent contractor responsible to all parties for all of its acts or omissions and District shall be in no way responsible for Operator's acts or omissions Successor and Assigns Bound by Covenant - Subject to the limitations on Operator's rights under Section and Section of this Agreement, all covenants, stipulations and agreements in this Agreement shall extend to and bind legal representatives, successors and assigns including successors-in-interest by merger and consolidation of the respective parties hereto Time of Essence - For purposes of performance and interpretation of compliance under this Agreement, it is agreed by the parties that time is of the essence under this Agreement Consents and Approvals - If any consent, approval, determination, judgment or concurrence is required of District or the President/CEO hereunder, it is agreed that such consent, approval, determination, judgment or concurrence may be withheld, granted or made at the sole discretion of District or said President/CEO Most Favored Status - In the event that District enters into another concession agreement or lease agreement with another on-airport automobile rental operator which contains terns and conditions more favorable than the terms and conditions set forth herein, then, if requested in writing by Operator, this Agreement will be amended to include such more favorable terms and any offsetting burdens that may be imposed upon Operator. This provision will not apply to terms and conditions which are incorporated into such third party agreements by reason of circumstances unique to that third party, or because of differences between the operations of Operator and such third party, which justify the distinction. GSP Airport District Page 109 of 126

110 IN WITNESS WHEREOF, this Agreement is duly executed by the parties hereto as of the day and year first above written, intending themselves to be legally bound hereby. Attested By: GREENVILLE-SPARTANBURG AIRPORT DISTRICT Name: Title: By: David N. Edwards, Jr., A.A.E. President/CEO Seal: Attested By: [OPERATOR] Name: Title: By: Name: Title: Seal: GSP Airport District Page 110 of 126

111 EXHIBIT A (Level 1) COUNTER AND OFFICE AREAS RENTAL CAR CONCESSION AGREEMENT AND LEASE GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT (To be replaced with final drawing) GSP Airport District Page 111 of 126

112 EXHIBIT A (Level 2) COUNTER AND OFFICE AREAS RENTAL CAR CONCESSION AGREEMENT AND LEASE GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT (To be replaced with final drawing) GSP Airport District Page 112 of 126

113 EXHIBIT B (Page 1 of 2) READY/RETURN PARKING AREA RENTAL CAR CONCESSION AGREEMENT AND LEASE GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT (To be replaced with final drawing) GSP Airport District Page 113 of 126

114 EXHIBIT C SERVICE FACILITY RENTAL CAR CONCESSION AGREEMENT AND LEASE GREENVILLE-SPARTANBURG INTERNATIONAL AIRPORT (To be replaced with final drawing) GSP Airport District Page 114 of 126