Draft: August 29, 2016 
ITEM NO:    ______4j_________ 
MEETING DATE: September 13, 2016 
TERMINATION AGREEMENT FOR 
RENTAL CAR FACILITY LEASE AND CONCESSION 

THIS TERMINATION AGREEMENT is made this ____ day of September 2016,
by and between the PORT OF SEATTLE, a Washington municipal corporation ("the
Port") and FIREFLY RENT A CAR LLC, a Delaware limited liability company 
("Firefly"). 
WHEREAS the Port entered into that certain Consolidated Rental Car Facility
Lease Agreement dated June 18, 2008 with Rainier Leasing Corporation, a Washington
corporation (the "Lease Agreement"); and 
WHEREAS, the Lease Agreement was assigned from Rainier Leasing
Corporation to Simply Wheelz, LLC, a Delaware limited liability company; and 
WHEREAS, the Port entered into that certain Rental Car Concession Agreement
dated June 1, 2010 with Simply Wheelz, LLC (the "Concession Agreement"); and 
WHEREAS, Simply Wheelz, LLC assigned, as part of bankruptcy proceedings
occurring before the United States Bankruptcy Court of the Southern District of
Mississippi, to Firefly all of Simply Wheelz's interest in and to the Lease Agreement and
Concession Agreement; and 
WHEREAS, the Port provided its consent to the assignment to and assumption by
Firefly under that certain Conditional Consent to Assignment dated June 3, 2014; and 
WHEREAS, Firefly has ceased all operations in the Consolidated Rental Car
Facility as of ___________ 2016 and wishes to terminate the Lease Agreement and
Concession Agreement; and 
WHEREAS , the parties have agreed upon the terms and conditions under which
the Lease Agreement and Concession Agreement will be terminated; 
NOW, THEREFORE, the parties agree as follows: 
1.  Lease Termination. Subject to all of the terms and conditions hereof, the
parties agree that both the Lease Agreement and Concession Agreement shall be
terminated. The effective date for termination of these agreements (the "Termination
Date") shall be October 31, 2016. 


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Draft: August 29, 2016 
2.  Payment. For and in consideration of the early termination of the Lease 
Agreement and Concession Agreement, Firefly shall pay the Port the sum of One Million
Eight Hundred Fifty Thousand Dollars and No Cents ($1,850,000.00), which amount
shall be paid in full on or before the Termination Date. In the event that this amount is
not paid when due, all past dues sums shall bear interest at the rate of eighteen percent
(18%) per annum until paid. Firefly shall otherwise remain fully responsible for all
amounts accruing under and due to the Port under either the Lease Agreement or
Concession Agreement through the Termination Date. 
3.  Firefly's Pro Rata Share of Expenses Due After Termination Date. In addition
to, and not in lieu of, the obligations set forth in Paragraph 2 hereof, Firefly shall  as
provided in Sections 15.1.3.2.5 and 19.1.1.2 of the Lease Agreement  remain
responsible for the payment of all amounts due under the agreement(s) between Firefly 
and the Facility Manager and Fuel Facility Manger for operations, maintenance and
repair (specifically including utilities) until such time as Firefly's Premises are
permanently re-leased to another Operator under the Consolidated Rental Car Facility
Lease or Firefly is otherwise released from its obligations under the Facility Manager
Agreement and Fuel Facility Manager Agreement. 
4.  Credit Against Land Rent and Reimbursable O&M Costs. The Port agrees, for
the benefit of Firefly and the other Operators under the Consolidated Rental Car Facility
Lease Agreement, that the Port will credit so much of the amount paid to it by Firefly 
under Paragraph 2 to Firefly's Pro Rata Share of both the Value of the Site (i.e. Land
Rent) and Reimbursable O&M Costs that would otherwise be due and payable by Firefly.
This credit shall, however, extend only until such time as Firefly's Premises are
permanently re-leased to another Operator under the Consolidated Rental Car Facility
Lease Agreement; and nothing in this Paragraph shall require the Port to provide such a
credit to the extent that any portion of Firefly's Premises are (pending the permanent releasing
as part of the Facility reallocation) temporarily re-leased to any other Operator, 
5.  Mutual Release. In consideration of the promis es set forth herein, the Port
and Firefly  for themselves and their heirs, representatives, executors, administrators,
successors and assigns  hereby mutually release, acquit and forever discharge each other
and their respective officers, directors, subsidiaries, affiliates, agents, employees,
representatives, attorneys, insurers, either past or present, and all persons acting under
them by and through, or in concert with any of them  from any and all actions, causes of
action, obligations, costs, expenses, damages, losses, claims, liabilities, suits, debts and
demands, of whatever character, in law or in equity, whether presently known or
unknown, relating to either the Lease Agreement or Concession Agreement; provided,
however, this release shall not extend to any obligation by Firefly to: (i) indemnify the
Port against third-party liability under Section 17.1 of the Lease Agreement or Section
10.1 of the Concession Agreement, (iii) comply with, and indemnify the Port against
liability for violation of the environmental standards as set forth in Sections 18 and 19 of
the Lease Agreement, (iii) pay rent or any other sums due the Port under the Lease
Agreement or Concession Agreement, which amounts accrue between the date of this
Agreement and the Termination Date, (iv) to observe any other term of the Lease

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Draft: August 29, 2016 
Agreement or Concession Agreement between the date of this Agreement and the
Termination Date, or (v) to observe any of the requirements of this Termination
Agreement. 
6.  Entire Agreement; Modification. This Agreement sets forth all covenants,
promises, agreements, conditions or understandings between the parties hereto and
concerning the subject matter hereof. There are no covenants, promises, agreements,
conditions or understandings, either oral or written, between the parties other than as are
set forth herein. No subsequent alteration, amendment, change or addition to this
Agreement shall be binding unless reduced to writing and signed by all parties hereto. 
7.  Governing Law. This agreement shall be c onstrued and enforced in
accordance with the laws of the State of Washington without regard to choice of law
principles. In the event that any term, covenant, condition or other provision of this
Agreement is held to be invalid, void or unenforceable, the remainder of the terms,
covenants, conditions or provisions of this Agreement shall remain in full force and
effect. 
8.  Fair Construction. The parties acknowledge and agree that the language of
this Agreement shall be construed as a whole according to its fair meaning and not
strictly for or against any of the parties. The captions and paragraph numbers appearing
in this Agreement are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or intent of such paragraphs nor in any way affect
this Agreement. 
9.  Attorneys' Fees. In the event any party requires the services of an attorney in
connection with enforcing the terms of this Agreement or in the event that suit is brought
for the breach of any representation, warranty, covenant or condition of this Agreement,
the prevailing party shall be entitled to a reasonable sum for attorneys' fees, consultants'
or experts' fees, witness fees and other costs, both at trial and on appeal. 
10. Successors and Assigns. This Agreement and each of its covenants and
conditions shall be binding upon, and shall inure to the benefit of, the parties hereto and
the respective successors and assigns. 
DATED as of the date first set forth above. 
PORT OF SEATTLE              FIREFLY RENT A CAR LLC 

By:                              By: 
Its:                                         Its: 


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Draft: August 29, 2016 
ACKNOWLEDGMENT FOR OPERATOR 

STATE OF ___________________ ) 
) ss. 
COUNTY OF _________________ ) 
On this _______ day of ____________________ 20 16, before me, personally appeared
____________________________________ to   me   kn   own   to   be   the
____________________________________ of  FIREFLY RENT A CAR LLC, a Delaware
limited liability company, the corporation that executed the foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he/she was duly authorized to
execute the same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and
year first above written. 
Notary Public in and for the State of 
Residing at: 
My commission expires: 

ACKNOWLEDGMENT FOR THE PORT 

STATE OF WASHINGTON   ) 
) ss. 
COUNTY OF KING       ) 
On this _______ day of ____________________ 20 16, before me, personally appeared
____________________________________ to   me   known   to   be   the
____________________________________ of the PORT OF SEATTLE, a Washington
municipal corporation, the corporation that executed the foregoing instrument, and acknowledged
said instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he/she was duly authorized to execute the
same. 
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and
year first above written. 
Notary Public in and for the State of 
Residing at: 
My commission expires: 


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