_ Item Number:   6d Attachment .




'  Date of Meeting:  February 9, 2010      '

EXHIBIT A







RENTAL CAR CONCESSION AGREEMENT

FOR

SEATTLE-TACOMA INTERNATIONAL AIRPORT
CONSOLIDATED RENTAL CAR FACILITY

TABLE OF CONTENTS

Page
ARTICLEI :DLFINITlONSl

ARTICLE 2 : GRANT OF CONCESSION; PREMISES
..............................................................
I

ARTICLE 3 : TERM
......................................................................................................................
1

ARTICLE 4 : CONCESSION FEES
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1

ARTICLE 5 : REMITTANCE; LATE PAYMENT
......................... ..............................................
4
_
ARTICLE 6 : ACCOUNTING PROCEDURES; AUDIT
..............................................................
4

ARTICLE 7 : BOND OR OTHERSECURITY 5

ARTICLE 8 : USE
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5

ARTICLE 9 : STANDARDS OF OPERATION
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5

ARTICLE 10 : INDEMNITY AND INSURANCE
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9
ARTICLE 11 ': DEFAULT ..................................... ........................................................................ 9
ARTICLE 12 : TERMINATION
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11

ARTICLE 13 : NO WAIVER; LANDLORD'S RIGIIT TO PERFORM
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11

ARTICLE 14 : ASSIGNMENT
....................................................................................................
12

ARTICLE 15 : DISADVANTAGED BUSINESS ENTERPRISES; NONDISCRIMINATION 14

ARTICLE 16 :NOTICES
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14

ARTICLE 17 :MISCELLANEOUS
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15

ARTICLE 18 : SIGNATURES
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19

ARTICLE 19 : ACKNOWLEDGMENTS
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20

RENTAL CAR CONCESSION AGREEMENT

THIS RENTAL CAR CONCESSION AGREEMENT is made as of this   day of
and between the PORT OF SEATTLE, a Washington municipal
, 20 by
corporation, and                 a
,                  corporation.

For and in consideration of the mutual promises, covenants and conditions hereinaer set
forth, the parties agree as follows:

ARTICLE 1: DEFINITIONS

l.l    Attachment. Denitions ofterms utilized in this Concession Agreement are attached
hereto as Attachment 1. Other terms may be defined in other parts of the Concession Agreement.

ARTICLE 2: GRANT OF CONCESSION; PREMISES

2.1    Grant of Concession. The Port hereby awards and grants to Concessionaire, and
Concessionaire hereby accepts, the right to operate a Rental Car Concession at the Airport on a
nonexclusive basis for the purpose ofarranging rental car and related services for Airport Customers
where such services are furnished by or on behalf of Concessionaire. The concession rights and
privileges granted and awarded to Concessionaire are expressly made subject to all of the terms,
covenants and conditions ofthis Concession Agreement and the Lease Agreement. Concessionaire
specically acknowledges and understands that the Port intends to grant Rental Car Concessions to
all qualied companies on substantially the same terms and conditions as are contained herein. The
award of concession rights and privileges to such other rental car operators shall not constitute a
Violation of this Concession Agreement, nor, in the event of the cessation or termination of such
other Rental Car Concessions during the term hereof, shall the award of concession rights and
privileges to a substitute or successor rental car operator constitute a violation hereof, provided, that
taking into account all of the then existing circumstances, the successor operator is not granted
concession rights and privileges which, taken as a whole, are on terms and conditions which are
substantially more favorable than the terms and conditions of this Concession Agreement.

ARTICLE 3: TERM

.
3.1   Term. The Term ofthis Concession Agreement shall commence onthe Opening Date
and, unless earlier terminated pursuant to any provision, shall extend for a period of ten (10)
Agreement Years.

ARTICLE 4: CONCESSION FEES

4.1   Concession Fees. Concessionaire shall pay to the Port, for the concession rights and
privileges granted herein, the following:

4.l.l  Minimum Annual Guarantee.

4.1.1.1 First Agreement Year. For the rst Agreement Year, the Minimum
Annual Guarantee shall be                  (39 ).

4.l.l.2 Second and SubsequentAgreement Years. For the second and each
subsequent Agreement Year, the Minimum Annual Guarantee shall be an amount equal to eighty
ve percent (85%) ofthe total amount (whether by Minimum Annual Guarantee or Percentage Fees)
paid or payable by Concessionaire to the Port for the previous Agreement Year or the Minimum
Annual Guarantee for the first Agreement Year set forth in Section 4.1.1.1, whichever is greater.

4.1.1.3 Payment. The Minimum Annual Guarantee amount shall be divided
into equal monthly payments and shall be paid in advance on or before the rst day of each and
every month during the Term without any prior demand therefore and without any abatement,
deduction or setoff whatsoever.

4.1.1.4 Relieffor Exceptional Circumstances. In the event that the total
number ofEnplaned Passengers for any month decreases by more than twenty percent (20%) from
the same month of the prior year, then: (a) the Minimum Annual Guarantee payment due for the
next month (or such later month immediately following the date on which the number ofEnplaned
Passengers can reasonably be determined) shall automatically be adjusted downward by the
percentage decrease in the number ofEnplaned Passengers for the month experiencing the decrease,
and (b) the Minimum Annual Guarantee for the Agreement Year in which the reduced monthly
payment amount falls shall also be reduced by a like dollar amount. For example, if the number of
Enplaned Passengers for the month of July 2015 declined by 25% over the number of Enplaned
Passengers for the month of July 2014, then the Port will: (a) reduce the Minimum Annual
Guarantee amount payable for the month of August 2015 by 25%, and (b) reduce the Minimum
Annual Guarantee for the Agreement Year in which August 2015 falls by a like dollar amount.

4.2   Percentage Fees.  Concessionaire shall also pay the Port a - percentage fce
("Percentage Fee") equal to ten percent (10%) ofits Gross Revenues for each Agreement Year (or
for the rst Agreement Year, from the Opening Date until the end ofthe firstAgreement Year). The
Percentage Fee, subject to reconciliation as provided in Section 4.2.3, shall be paid monthly.
Concessionaire shall pay the Percentage Fee to the extent the Percentage Fee is higher than the
monthly payment ofthe Minimum Annual Guarantee paid to the Port pursuant to Section 4. l . 1.

4.2.1  Revenue Reports; Remittance. On or before the twentieth (20th) day ofeach
month, Concessionaire shall submit to the Port a detailed statement showing the Gross Revenue
generated from the concession during the preceding month and shall simultaneously pay to the Port
the Percentage Fee (if any) due for that preceding month less the monthly payment of Minimum
Annual Guarantee already paid by the Concessionaire for that month. The reports shall show such
reasonable detail and breakdown as may be required by the Port. A copy of the current report form
required by the Port is attached hereto as Exhibit Q. Concessionaire may, subject to the Port's
reasonable consent, utilize its own form that clearly reects all of the information required by the
Port.

4.2.2  Annual Report. Concessionairc shall submit, for the approval ofthe Port, an
"
"Annual Repo  for each Agreement Year during the Term of this Concession Agreement. Such
Annual Report shall be submitted no later than ninety (90) calendar days following the last day of
each Agreement Year. The Annual Report shall be submitted withoutregard to whether the Port has
elected to exercise any ofits rights under Section 6. l ofthe Concession Agreement. Concessionairc
shall bear the entire cost of preparing and providing such reports. The Annual Report shall be
prepared by Concessionairc and signed by its chief nancial officer, or their designee, attesting to
the amounts shown. The Annual Report shall also be audited by an independent certied public
accounting rm in accordance with generally accepted auditing standards ("GAAS"), with a copy of
the independent certied public accounting firm's audit report sent to the Port stating that in its
professional opinion, based on the audit, the Concession Fees paid by the Concessionairc during the
previous Agreement Year were properly calculated and paid in accordance with the terms and
conditions of the Concession Agreement. The Annual Report shall contain at a minimum and in
detail satisfactory to the Port a complete, itemized statement of Concessionaire's: (a) total Gross
Revenues broken out monthly, as shown on the books and records ofConcessionaire, that were used
to compute the Concession Fee during the period covered by the Annual Report; (b) the total
Concession Fees paid; and (c) a statement Whether or not the Concession Fees paid by
Concessionairc during the preceding Agreement Year was properly calculated and paid in
accordance with the terms and conditions of this Concession Agreement. In addition to this report,
the Port shall have the right to request a reasonable number ofrental transaction agreements for the
preceding Agreement Year as it deems appropriate and Concessionairc shall provide such
agreements together with all backup to such agreements to demonstrate calculation and remittance of
funds to the satisfaction ofthe Port. This provision shall survive the expiration or early termination
of this Concession Agreement.

4.2.3  Annual Reconciliation. The Port shall, within sixty (60) days following
Concessionair'e's delivery of the Annual Report, reconcile the Minimum Annual Guarantee and
Percentage Fees paid by Concessionairc for the previous Agreement Year. To the extent that
Concessionairc made any overpayment to the Port, the Port may apply such amount to any unpaid
Concession Fees, Lease Agreement obligations or any other sum due by Concessionaires or any
other default as if such sum were additional Security, or ifthere is no such unpaid amounts or other
default, shall issue Concessionairc a credit against future amounts of Concession Fees due to the
Port (or, following the expiration or earlier termination of this Concession Agreement, shall issue
Concessionairc a reJnd of the amount of such overpayment).
_
4.2.4  Recovery ofPercentage Fee. Concessionairc acknowledges that Concession
Fec payments by Concessionairc to the Port under this Concession Agreement are for
Concessionaire's privilege to use the Airport facilities and access the Airport market and are not fees
imposed by the Port upon Coneessionaire's customers. The Port does not require, but will not
prohibit, a separate statement of and charge for the Percentage Fee on customer invoices or rental
agreements ("Recovery Fee"), provided that such Recovery Fee meets all of the following
conditions: (a) such Recovery Fee must be titled "Concession Recovery Fee," "Concession
Recoupmcnt Fee" or such other name rst approved by the Port in writing; (b) the Recovery Fee
must be shown on the customer rental car agreement and invoiced with other Concessionairc charges

(i.e. "above the line"); (C) the Recovery Fee as stated on the invoice and charged to the customer
shall be no more than eleven and eleven-hundredths percent (1 1.1 1%) of Gross Revenues,
specically excluding from Gross Revenues for purposes of this calculation the Recovery Fee; (d)
Concession aire shall neither identify, treat, or refer to the Recovery Fee as a tax, nor imply that the
Port is requiring the pass through of such fee; (e) Concessionaire shall comply with all applicable
laws, including Federal Trade Commission requirements, the Washington State Consumer Protection
Act and any commitment to or contractual obligation by Concessionaire with the Attorney General
ofWashington or any group of State Attorneys General.

ARTICLE 5: REMITTANCE; LATE PAYMENT

5.1   Remittance Address. Any and all payments due to the Port by Concessionaire shall
be remitted to the following address: Port of Seattle, P. O. Box 34249-1249, Seattle, WA 98124-
1249, or at such other place as the Port may direct in writing.

5.2   Late Payment. Ifany payment ofConcession Fees or other sum or charge otherwise
payable by Concessionaire is not received by the Port within ten (10) days of when due,
Concessionaire shall pay to the Port a late payment charge equal to ve percent (5%) ofthe amount
ofsuch delinquent payment in addition to the installment ofConcessionFees or other sum or charge
otherwise payable by Concessionaire then owing, regardless ofwhether or not a Notice of Default
has been given by the Port. Notwithstanding the foregoing, in the event that the Operator has not,
Within the prior twenty four months, been subject to any late payment charge (whether or not
assessed), the Port agrees it will waive any late payment charge provided Operator pays any amounts
due within three (3) business days of oral or written notication from the Port to Operator of the
delinquency. In addition, if such delinquent payment of Concession Fees or other sum or charge
otherwise payable by Concessionaire and late charge are not received within fteen (15) days of
when such delinquent payment was originally due, Concessionaire shall further pay interest on such
delinquent payment and late charge thereafter at the Default Rate. The Port and Concessionaire
recognize that the damages which the Port will suffer as a result of Concessionaire's failure to timely
pay Concession Fees or other sum or charge otherwise payable by Concessionaire are difficult or
impracticable to asceltain, and agree that said interest and late charge are a reasonable
approximation ofthe damages that the Port will suffer in the event of Concessionaire's late payment.
This provision shall not relieve Concessionaire from payment ofConcession Fees or other sum or
charge otherwise payable by Concessionaire at the time and in the manner herein specied.

ARTICLE 6: ACCOUNTING PROCEDURES; AUDIT

6.1   Same Rights and Obligations. Article 8 of the Lease Agreement is specically
incorporated in this Concession Agreement by reference. The Port shall have the same rights, and
Concessionaire shall have the same obligations, with respect in Concessionaire's books and records
and the inspection/audit thereofunder this Concession Agreement as the parties have under Article 8
ofthe Lease Agreement.

ARTICLE 7: BOND OR OTHER SECURITY

7.1   Securigl.  Article 9 of the Lease Agreement is specically incorporated in this
Concession Agreement by reference; provided, however, Concessionaire shall not be required to
provide additional Security under this Concession Agreement.  The Security provided by
Concessionaire under the Lease Agreement shall secure Concessionaire's full performance of this
Concession Agreement, including the payment of all Concession Fees and other amounts now or
hereafter payable to the Port hereunder. The Port shall have the same rights, and Concessionaire
shall have the same obligations, with respect to the Security under this Concession Agreement as the
parties have under Article 9 of the Lease Agreement.

ARTICLE 8: USE

8.1   Use of Premises. Subject to and in accordance with all present and future Legal
Requirements and Port Standards as well as the Lease Agreement, Concessionaire covenants and
agrees that it shall use the Premises granted to it under the Lease Agreement solely for the purpose
of operating a Rental Car Concession and for no other purpose or use.  In addition, each
Concessionaire may, subject to the Port's reasonable consent, provide (whether or not for additional
charge) ancillary business services that are not in direct competition with any concession operated
by a Non-RAG Concessionaire in the Consolidated Rental Car Facility as a convenience to the
customers of Concessionaire's Rental Car Concession. Any revenue from such ancillary business
services shall, however, be considered Gross Revenues.

ARTICLE 9: STANDARDS OF OPERATION

9.1   First Class Service. Concessionaire shall ensure that its Rental Car Concession is
operated, at the minimum, in conformance with the following standards:

9. 1
.
1   General Standards.

9.1.1.1 Concessionaire shall provide the highest degree and standards of
quality ofservices to the patrons ofthe Airport. Concessionaire shall furnish prompt, efcient, rst
class rental car service that is adequate to meet all reasonable demands for its rental car service by
Airport Customers, and shall conduct its Rental Car Concession in a rst-class manner.

9. l 1 .2 Concession operations must be conducted in a safe, clean, orderly and
.
inviting condition at all times. Trash or debris shall not be allowed to accumulate or be stored on
any portion of the Premises. Similarly, no loud, boisterous or otherwise improper actions or
language shall be permitted within or about the Premises. No radio or television or other similar
device shall be installed without rst obtaining the written approval ofthe Port. Also, no antenna or
aerial shall be erected on the root", interior walls or exterior walls of the Premises without fnst
obtaining the written approval of the Port.

9.1.1.3 Traveler's checks and credit cards must be acceptable forms of
payment for rental transactions.

9.1.1.4 At all locations within three miles ofthe Airport, the Concessionaire's
motor vehicle rental agreements shall be printed or stamped in such form so as to provide a separate
space for its customers to indicate by their signature ifthey are not an "Airport Customer" as dened
in Attachment 1. Any rental agreement which does not have a customer signature upon it
designating that the customer is not an "Airport Customer" shall be treated hereunder as though such
customer is an "Airport Customer" for purposes of computing compensation due to the Port under
this Concession Agreement.

9.1.1.5 Concessionaire shall not engage in activities that will divert Airport
Customers from the Rental Car Concession for any purpose whatsoever including, but not limited to,
writing of sales agreements for an Airport Customer at any of Concessionaire's other rental car
operations that are not included within this Concession Agreement's denition of Rental Car
Concession. Ifthe Port believes, in its opinion, that Concessionaire is engaging in such a diversion
of activity, it reserves the right to inspect any relevant Concessionaire records, including records
from operations other than the Rental Car Concession. The operation of offairport public parking
by Concessionaire will not be considered a diversion activity under this Concession Agreement.

9.1.1.6 Service must be provided promptly, efciently, and on a fair, equal
and not unlawfully discriminatory basis to all patrons of the Airport.

9. l. 1.7 If the Port receives and forwards to Concessionaire, any complaint
concerning Concessionaire's operation ofthe Rental-Car Concession, Concessionaire shall promptly
respond to such complaint, in writing, within thirty (30) days of its receipt and shall make a good-
faith attempt to resolve the cause of such complaint

9.1.2  Personnel.

9.1 .2.1 Concessionaire shall employ a sufcient number oftrained personnel
to handle customer service, vehicle maintenance, car handling and ofce and administration duties
necessary for the efcient and effective operation of the Rental Car Concession. Concessionaire
_
shall train all its employees in the proper operation of its business, the compliance with any
applicable laws and regulations and the provisions of this Concession Agreement, and the provision
ofgood service to customers. Concessionaire shall ensure that all employees, contractors and agents
conduct themselves in a professional and courteous manner.

9.1.2.2 The Rental Car Concession shall be supervised at all times by an
active, qualied, competent manager or a qualied assistant manager, who shall have full authority
to make day-to-day business and operational decisions. The concession must be adequately staffed
with sufcient and well-trained personnel who shall be neat, clean and courteous at all times. All
employees must wear their nametag and Airport Identication badge at all times while performing
their duties if required in the area in Which the employee is working.

9.1.2.3 When on duty, all ofConcessionaire's employees having dealings with
Airport Customers shall maintain a clean, neat and wellgroomed appearance and shall wear a
uniform or appropriate attire as established by Concessionaire.

9.1 .2.4 Concessionairc's employees may accept tips but shall not solicit tips.
Tip jars are not allowed.

9.1.2.5 Concessionaire shall not permit its agents or employees to use pressure
sales tactics or to personally solicit customers of the Airport for car rentals or related services
offered by Concessionaire under this Concession Agreement. The Port shall be the sole judge of
whether conduct amounts to a violation of this Section. Upon written notice from the Port,
Concessionaire shall take all necessary steps to immediately eliminate conduct in violation of this
Section and to prevent its recurrence. Nothing in this Section shall, however, prohibit the proper use
of signage, advertising boards or other approved advertising within Operator's Exclusive Use
Premises.

9.1.2.6 Concessionaire shall provide the Port 3 list ofrepresentatives and their
telephone numbers, for emergency purposes.

9.1.3  Hours ofOperation. Concessionaire's Rental Car Concession shall remain
open and staffed seven (7) days a week, twentyfour (24) hours a day, including all holidays, with
the exception oftemporary closure during such periods as may be reasonably necessary for repair or
redecorating or for reasons beyond Concessionaire's control.

9.1.4  Rental Vehicles.

9.1.4.1 Concessionaire shall maintain, at Concessionaire's sole expense, all
vehicles used in its Rental Car Concession in good, safe and operative order, free 'om known
mechanical defects, and in clean, neat and attractive condition, inside and outside.

9.1.4.2 Rental vehicles must not be more than three (3) model years old.
Notwithstanding the foregoing, Concessionaire may offer for rental antique, vintage, classic or other
luxury or prestige vehicle or handicapped operated vehicles. The Port shall have the right to prohibit
Concessionaire from offering for rental any such vehicle which the Port determines not to meet the
mechanical or appearance standards described in Section 9.1.4.] .

9. l .4.3 Concessionaire shall have available a sufcient number ofvehicles to
meet all reasonably foreseeable demands of the traveling public.

9.1 .4.4 Concessionaire shall operate all ofits vehicles in a safe manner and in
accordance with all applicable Legal Requirements and Port rules and regulations. Concessionaire
shall ensure that its employees strictly observe all posted speed limits and other trafc and safety
signs.

9.1.4.5 Concessionaire shall undertake to Consider the feasibility of
inc01porating alternative fuel vehicles into its rental car eet using such alternative fuels as
compressed natural gas, electricity, or hybrid fuel systems, and to report to the Port in writing upon
the Port's request and/or at the beginning of the second Agreement Year and every two Agreement
Years thereafter regarding its determination of the feasibility of providing such vehicles to the
public.

9.2   "Multi Branding."

9.2.1  Subject to the provisions regarding assignment in ARTICLE  14,
Concessionaire shall be prohibited from operating at the Airport under any brand name or trade
name other than the brand name(s) or trade name(s) identied on Exhibit R. During the Term of
this Concession Agreement, Concessionaire shall operate and maintain all signage only under the
' brand or trade name(s) originally designated in its response to the Request for Qualications. No
other brand name shall be used or displayed by Concessionaire at the Airport 01' upon the Premises
during the Term of this Concession Agreement. Except as provided herein, the operation oftwo or
more brand or trade names under a single Concession Agreement ("Multi Branding") is prohibited.

9.2.2  if Concessionaire utilizes any particular brand or trade name under a license
or franchise agreement, Concessionaire represents and warrants to the Port that Concessionaire has
been granted the right to use any such brand or trade name that may be used at the Premises for the
entire term of this Concession Agreement, pursuant to a franchise or license agreement (the
"Franchise Agreement") with the trade name owner (a "Franchisor"). At the Port's request,
Concessionaire agrees to provide the Port with a copy of the Franchise Agreement and reasonable
evidence that such agreement remains in full force and effect. Concessionaire agrees that the
termination ofConcessionaire's right to use Concessionaire's brand or trade name at the Premises or
to conduct a Rental Car Concession at the Premises of the type then conducted by or under license
from Franchisor under the brand or trade name, shall constitute a material breach of
Concessionaire's obligations under this Concession Agreement.

9.3   Concessionaire Otherwise Responsible. Concessionaire shall otherwise obtain all
licenses/permissions necessary for, and pay all costs and expenses incurred with respect to, the
operation of the Rental Car Concession, it being understood and agreed that the Port shall not,
except as specically set forth inthis Concession Agreement, be required to furnish services ofany
nature with respect to the operation ofthe Rental Car Concession, Concessionaire hereby assuming
full and sole responsibility for the supply and payment for all licenses, services, and operational
costs. This includes, without limitation, all taxes, permit fees, license fees and assessments lawfully
levied or assessed upon the Concessionaire.

ARTICLE 10: INDEMNITY AND INSURANCE

10.1   Indemnigl and Insurance.  Article 17 of the Lease Agreement is specically
incorporated in this Concession Agreement by reference. The Port shall have the same rights, and
Concessionaire shall have the same obligations, with respect to indemnity and insurance under this
Concession Agreement as the parties have under Article 17 of the Lease Agreement.

ARTICLE 11: DEFAULT

11.1  Events ofDefault. The occurrence ofany of the following events shall constitute an
"Event ofDefault" on the part of the Concessionaire with or without notice from the Port:

11.1.1 The vacating or abandonment of the Premises by Concessionaire.

11.1.2 The failure by Conecssionaire to collect and remit the Customer Facility
Charge as required by the Lease Agreement when due.

1 l. l .3  The failure by Coneessionaire to make any payment ofrent, fees or any other
payment required by the Lease Agreement or this Concession Agreement, when due.

1 1.1.4 The failure by Coneessionaire to observe orperform any covenant, condition,
or agreement to be observed or performed by Concessionaire in the Lease Agreement or this
Concession Agreement.

1 l. 1.5 The discoveryby the Port that any nancial or background statement provided
to the Port by Concessionairc, any successor, grantee, or assign was materially false.

11.1.6 The ling by Coneessionaire of a petition in bankruptcy, Concessionaire
being adjudged bankrupt or insolvent by any court, a receiver of the property of Conecssionaire
being appointed in any proceeding brought by or against Concessionaire, Concessionaire making an
assignment for the benefit of creditors, or any proceeding being commenced to foreclose any
mortgage or other lien on Concessionaire's interest in the Premises or on any personal property kept
or maintained on the Premises by Concessionaire.

11.2  Remedies. In addition to, and not in lieu or to the exclusion of, any other remedies
provided in this Concession Agreement or to any other remedies available to the Port at law or in
equity, and subject to the Port's obligation to mitigate as set forth in Section 11.2.3:

1 1 2.1- Whenever any default (other than a default under Section 1 1.1.6 above, upon
which termination ofthis Concession Agreement shall, at the Port's option, be effective immediately
without further notice) continues unremedied in whole or in part for 30 days after Notice of Default
is provided by the Port to Coneessionaire (or for 15 days after Notiee of Default in the case of
default for failure to pay any rent, fees or other required payment when due), this Concession
Agreement and all ofConeessionaire' 5 rights under it will automatically terminate if the Notice of

Default so provides. Upon termination, the Port may reenter the Premises using such force as may
be necessary and remove all persons and property from the Premises. The Port will be entitled to
recover from Concessionaire all unpaid Concession Fees, other sum or charge otherwise payable by
Concessionaire, or any other payments and damages incurred because of Concessionaire's default
including but not limited to, the reasonable and necessary costs of granting a replacement
concession, any advertising reasonably required, any commissions reasonably required, and
attorney's fees and costs reasonably required ("Termination Damages"), together with interest on all
Termination Damages at the Default Rate, from the date such Termination Damages are incurred by
the Port until paid.

1. 1.2.2 In addition to Termination Damages, and notwithstanding termination and
reentry, Concessionaire's liability for all Concession Fees, other sum or charge otherwise payable by
Concessionaire, or other charges which, but for termination of this Concession Agreement, would
have become due over the remainder of the Concession Term (the "Future Charges") will not be
extinguished and Concessionaire agrees that the Port will be entitled, upon termination for default, to
collect as additional damages, a Concession Deficiency. "Concession Deciency" means, at the
Port's election, either:

(a)    An amount equal to Future Charges, less the amount of actual fees, if
any, which the Port receives during the remainder ofthe Concession Agreement term 'om others to
whom the Concession may be granted, in which case such Rental Deciency will be computed and
payable at the Port's option either:

(i)     In an accelerated lump-sum payment discounted to present
Worth, or

(ii)    In monthly installments, in advance, on the first day of each
calendar month following termination ofthis Concession Agreement and continuing
until the date on which the Concession Agreement term would have expired but for
such termination, and any suit or action brought to collect any portion ofConcession
Deciency attributable to any particular month or months, shall not in any manner
prejudice the Port's right to. collect any portion of Concession Deciency by a
similar proceeding; or

(b)   An amount equal to Future Charges less the aggregate fair value ofthe
Concession over the remaining Concession Agreement term, reduced to present worth. in this case,
the Concession Deficiency must be paid to the Port in one lump sum, on demand, and will bear
" is computed
interest at the Default Rate until paid. For purposes ofthis subsection, "present wort
by applying a discount rate equal to one percentage point above the discount rate then in effect at the
Federal Reserve Bank in, or closest to, Seattle, Washington.

11.2.3 If this Concession Agreement is terminated for default as provided in this
Concession Agreement, the Port shall use reasonable efforts to grant a replacement Rental Car
Concession for such term or terms (which may be greater or less than the period which otherwise
would have constituted the balance of the Concession Agreement term), for such use or uses and,

10

otherwise on such terms and conditions as the Port, in its sole discretion, may detemiine, but the Port
will not be liable for, nor will Concessionaire's obligations under this Concession Agreement be
diminished by reason for any failure by the Port to grant such concession or any failures by the Port
to collect any sums due once granted.

11.3  Remedies Cumulative. All rights, options and remedies ofthe Port contained in this
Concession Agreement shall be construed and held to be distinct, separate and cumulative, and no
all
one ofthem shall be exclusive ofthe other, and the Port shall have the right to pursue any one or
ofsuch remedies or any other remedy or reliefwhich may be providedby law or in equity, whether
or not stated in this Concession Agreement.

ARTICLE 12: TERMTNATION
_

12.1  Termination. This Concession Agreement may be terminated in advance of its
scheduled expiration date on any of the following events:

12.1.1 Default. In the event of Concessionaire's default under the Concession
Agreement pursuant to Section 11.2.

12.1.2 Termination ofLease Agreement. In the event that the Lease Agreement is
terminated for any reason set forth in Sections 24.1 or 24.2 of the Lease Agreement.

12.1.3 Court Decree. In the event that any court having jurisdiction in the matter
shall render a decision which has become nal and which will prevent the performance by the Port
of any of its material obligations under this Concession Agreement, then either party hereto may
terminate this Concession Agreement by written notice, and all rights and obligations hereunder
(with the exception of any undiseharged rights and obligations that accrued prior to the effective
date oftermination) shall thereupon terminate. If Concessionaire is not in default under any of the
provisions of this Concession Agreement on the effective date of such termination, any rent or
concession fees prepaid by Concessionaire shall, to the extent allocable to any period subsequent to
the effective date of the termination, be promptly refunded to Concessionaire.

ARTICLE 13: NO WAIVER; LANDLORD'S RIGHT TO PERFORM

13.1   Receipt ofMonies Following Termination. No receipt of monies by the Port from
Concessionaire after the termination or cancellation of this Concession Agreement in any lawful
manner shall (a) reinstate, continue or extend the Term ofthis Concession Agreement; (b) affect any
notice theretofore given to Concessionaire; (c) operate as a waiver of the rights ofthe Port to enforce
the payment of any Concession Fees, or other sum or charge otherwise payable by Coneessionaire
then due or thereafter falling due; or (d) operate as a waiver of the right of the Port to recover
possession of the Premises by proper suit, action, proceeding or remedy; it being agreed that after
the service ofnotice to terminate or cancel this Concession Agreement, or after the commencement
of suit, action or summary proceedings, or any other remedy, or after a nal order or judgment for
the possession of the Premises, the Port may demand, receive and collect any monies due, or
thereafter falling due, without in any manner affecting such notice, proceeding, suit, action, order or

11

judgment; and any and all such monies collected shall be deemed to be payments on account of the
hereunder.
use and occupation and/or Concessionaire's liability

13.2  No Waiver ofBreach. The failure of the Port to insist in any one or more instances,
this Concession Agreement, or to exercise any
upon a strict performance ofany ofthe covenants of
option herein contained, shall not be construed as a waiver ofor relinquishment for the future ofthe
performance of such covenant, or the right to exercise such option, but the same shall continue and
remain in full force and effect. The receipt by the Port of the Concession Fees, or other sum or
charge otherwise payable by Concessionaire, with knowledge ofthe breach ofany covenant hereof,
shall not be deemed a waiver ofsuch breach, and no waiver by the Port ofany provision hereofshall
be deemed to have been made unless expressed in writing and signed by the Port. The consent or
approval ofthe Port to or ofany act by Concessionaire requiring the Port's consent or approval shall
not be deemed to waive or render unnecessary the Port's consent or approval to or ofany subsequent
Similar acts by Concessionaire.

13.3  No Waiver of Rent. The receipt by the Port of any installment of the Concession
Fees, or other sum or charge otherwise payable by Concessionaire shall not be a waiver of any
Concession Fees, or other sum or charge otherwise payable by Concessionaire then due.

13 .4   Application ofPayments. The Port shall have the right to apply any payments made
by Concessionaire to the satisfaction ofany debt or obligation of Concessionaire to the Port, in the
Port's sole discretion and regardless of the instructions of Concessionaire as to application of any
such sum, whether such instructions be endorsed upon Concessionaire's check or otherwise, unless
otherwise agreed upon by both parties in writing. The acceptance by the Port of a check or checks
drawnby others than Concessionaire shall in no way affect Coneessionaire's liability hereunder nor
shall it be deemed an approval of any assignment of this Concession Agreement or subletting by
Concessionaire.

13 .5   Port's Right to Perform. Upon Concessionaire's failure to perform any obligation or
make any payment required of Concessionaire hereunder, the Port shall have the right (but not the
obligation) to perform such obligation ofConcessionaire on behalfofConcessionaire and/or to make
the Port the
payment on behalf of Concessionaire to such parties. Concessionaire shall reimburse
reasonable cost of the Port's performing such obligation on Coneessionaire's behalf, including
reimbursement ofany amounts that may be expended by the Port, plus interest at the Default Rate,

ARTICLE 14: ASSIGNMENT

14.1   Prohibition. Concessionaire shall not assign or transfer this ConcessionAgreement
Concession Agreement or any interest thereunder be assignable
or any interest therein, nor shall this
of any court, or otherwise
or transferable by operation of law or by any process or proceeding
without the advance written consent of the Port. If Concessionaire is anything other than an
individual, Concessionaire further agrees that if at any time during the term of this Concession
Agreement more than one-half (1/2) of the outstanding voting equity interests shall belong to any
of those outstanding voting equity
persons other than those who own more than one~half (1/2)
interests at the time ofthe execution ofthis Concession Agreement or to members oftheir immediate

12

families, such change in the ownership of Concessionaire shall be deemed an assignment of this
Concession Agreement within the meaning of this Section 14.1; provided, however, that this'
sentence shall not apply if, and to the extent that Concessionaire is a corporation, the outstanding
voting stock ofwhich is listed on a recognized security exchange. Coneessionaire's entering into
any operating agreement, license or other agreement whereunder a third party is given rights or
privileges to enjoy a portion of the Concession shall be an attempted assignment or subletting within
the meaning of this Section.

14.1.1 If Concessionaire shall, at any time during the term of this Concession
Agreement, desire to sell, assign or otherwise permanently transfer the Concession Agreement in
whole or in part, Concessionaire shall, at the time the Concessionaire requests the consent of the
Port, deliver to the Port such information in writing as the Port may reasonably require respecting
the proposed assignee without limitation, the name, address, nature of business, ownership, nancial
responsibility and standing of such proposed assignee or subtenant together with the proposed form
of assignment or sublease. Within thirty (30) days from receipt of the information specied above,
the Port shall notify Concessionaire of its election to:  (a) consent to the assignment or (b)
disapprove the assignment, setting forth the grounds for doing so.

14.1 .2 As a condition for the Port's consent to any transfer, the Port may require that
the assignee remit directly to the Port on a monthly basis, all monies due to Concessionaire by said
assignee. In addition, a' condition to the Port's consent to any assignment of this Concession
Agreement or the Premises shall be the delivery to the Port of a true copy of the fully executed
instrument of assignment and an agreement executed by the assignee in form and substance
' satisfactory to the Port and expressly enforceable by the Port, whereby the assignee assumes and
agrees to be bound by the terms and provisions of this Concession Agreement and perform all the
obligations of Concessionaire hereunder.

14.1 .3 In the event ofany assignment, Concessionaire and each respective assignor,
waive notice ofdefault by the then-current Concessionaire in the payment ofConcession Fees or any
other amount due hereunder and in the performance of the covenants and conditions of this
Concession Agreement and consents that the Port may in each and every instance deal with the then-
current Concessionaire, grant extensions oftime, waive performance ofany ofthe terms, covenants
and conditions of this Concession Agreement and modify the same, and in general deal with the
then-current Concessionaire without notice to or consent ofany assignor, including Concessionaire;
and any and all extensions oftime, indulgenees, dealings, modifications or waivers shall be deemed
' to be made with the consent of Concessionaire and of each respective assignor.

14.1.4 No assignment or license by Concessionaire shall relieve Concessionaire of
any obligation under this ConcessionAgreement, including Concessionaire's obligation to pay any
sums due hereunder. Any purported assignment contrary to the provisions hereofwithout consent
shall be void. The consent by the Port to any assignment shall not constitute a waiver of the
necessity for such consent to any subsequent assignment.


13

14.1.5 Concessionairc shall reimburse the Port any reasonable professionals' fees
and expenses incurred by the Port in connection with any request by Concessionairc for consent to
an assignment.

14.2  Assignment to Successor or Afliate. Notwithstanding anything to the contrary in
Section 14.1, the Port agrees that it will not unreasonably condition or withhold its consent to an
assignment and transfer this Concession Agreement and all rights, title, and interest hereunder by
Concessionairc to: (i) any corporation or other legal entity which at the time ofsuch assignment is a
parent of, subsidiary of or under common ownership and control with the Concessionairc, (ii) to any
corporation or other legal entity with which the Concessionairc may merge or into which it may
consolidate, or (iii) to any person, firm or corporation which may acquire all or substantially all of
Concessionaire's rental car business or assets; provided in each instance the surviving, resulting or
transferee corporation expressly assumes in writing all the obligations ofConcessionairc contained
in this. Concession Agreement and the surviving, resulting or transferee corporation or other legal
entity, as the case may be, has a consolidated net worth (after giving effect to such consolidation,
merger or transfer) at least equal to that of the Concessionairc on: (x) the date on which
Concessionaire last submitted a bid for a Concession Agreement, or (y) immediately prior to such
consolidation, merger or transfer, whichever is greater. The term "Net Worth" as used in this
Section means the difference obtained by subtracting total liabilities from total assets of the
Concessionairc and all of its subsidiaries in accordance with generally accepted accounting
principles.

ARTICLE 15: DISADVANTAGED BUSINESS ENTERPRISES; NON-DISCRIMINATION

15 .l   ACDBES' Non-Discrimination. Articles 27, 28, and 29 ofthe Lease Agreement are
specically incorporated in this Concession Agreement by reference. The Port shall have the same
rights, and Concessionaire shall have the same obligations, with respect to Airport Concession
Disadvantaged Business Enterprises and nondiscrimination as the parties have under Articles 27, 28
and 2.9 'of the Lease Agreement.

ARTICLE 16: NOTICES

16.1  Method for Notice. All notices required under this Concession Agreement shall be in
writing and shall be delivered either: (i) personally, (ii) by certied or registered mail, (iii) by
recognized overnight courier, or (iv) by faCsimile. Notices shall be deemed delivered (i) when
_
personally delivered; (ii) on the third day alter mailing when sent by certied or registered mail and
'
the postmark afxed by the United States Postal Service shall be conclusive evidence of the date of
mailing; (iii) on the first business day alter deposit with a recognized overnight couri er if deposited
in time to permit overnight delivery by such courier as determined by its posted cutoff times for
receipt of items for overnight delivery to the recipient, or (iv) 0n the date transmitted by facSimile, if
the facsimile is conrmed received and was received by prior to 4:30 pm. (recipient's local time),
otherwise, it will be deemed received the next business day.


14

16.2  Address for Notice. The address for notice under this Concession Agreement, unless
one party specically provided notice otherwise, shall be identical to the address for notice under the
Lease Agreement.

ARTICLE 17: MISCELLANEOUS

. 17.1    Compliance with Laws. In addition to, and not in lieu of, any more specic directive
inthis ConcessionAgreement, Concessionaire shall complywith all applicable rules and regulations
ofthe Port pertaining to the Airport or other realty ofwhich the Premises are a part now in existence
or hereafter promulgated for the general safety and convenience of the Port, its various tenants,
invitees, licensees and the general public. Concessionaire shall further comply with all applicable
federal, state, and municipal laws, ordinances, and regulations, including without limitation those
relating to environmental matters.

17.2  Ongoing Improvements. It is understood that the Port may from time to time elect to
alter, improve or remodel portions of the Airport. Concessionaire agrees that any temporary
inconvenience resulting from any such work by the Port or its contractors and agents shall not be
grounds for reduction of any sum or charge otherwise payable by Concessionaire if the same shall
not unreasonably interfere with Concessionaire's operation of the Rental Car Concession.

17.3  Electronic Funds Transfer' Automatic Debit.

17.3.1 At any time after the h (5m) Agreement Year, the Port specically has the
right to require Concessionaire to remit any amounts to be remitted or otherwise payable under this
Concession Agreement to be made by electronic funds transfer to an account designated by the Port
from time-to-time. The Port may further, at its sole option, upon not less than sixty (60) days prior
notice to Concessionaire, require Concessionaire to promptly execute and deliver to the Port any
documents, instruments, authorizations, or certicates required by the Port to give effect to an
automated debiting system, whereby any or all payments by Concessionaire ofwhatsoever nature
required or contemplated by this Concession Agreement shall be debited monthly or from time to
time, as provided in this Concession Agreement, from Concessionaire's account in a bank or
nancial institution designated by Concessionaire and credited to the Port's bank account as the Port
shall designate ''om time to time. Concessionaire's failure to properly designate a bank or nancial
institution or to promptly provide appropriate information in accordance with this Section 17.3.1
shall constitute a default of this Concession Agreement.

17.3.2 Concessionaire shall promptly pay all service fees and other charges
connected with its use of an automated debiting system, including, without limitation, any charges
resulting from insufcient funds in Concessionaire's bank account or any charges imposed on the-
Port.

17.3.3 In the event that Concessionaire elects to designate a different bank or
nancial institution from which any fees or other charges under the Concession Agreement are
automatically debited, notication of such change and the required documents, instruments,

15

authorizations, and certicates specied in Section 17.3. 1 must be received by the Portno later than
thirty (30) days prior to the date such change is to become effective.

17.3 .4 Concessionaire agrees that it shall remain responsible to the Port for all
payments and other charges pursuant to the Concession Agreement, even if Concessionaire's bank
account is incorrectly debited in any given month. Such fees and other charges shall be immediately
payable to the P011: upon written demand.

17.4  Brokers. Concessionaire warrants that it knows ofno broker or agent who is or may
be entitled to any commission or ndcr's fee in connection with this Concession Agreement.
Concessionaire shall indemnify and hold the Port harmless from and against any and all claims,
demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation,
attorneys' fees and costs) with respect to any leasing commission or equivalent compensation
alleged to be owing on account of Concessionaire's discussions, negotiations and/or dealings with
any broker or agent. This Section is not intended to benet any third parties and shall not be deemed
to give any rights to brokers or nders.

17.5  Promotion ofPort Commerce. Concessionaire agrees that throughout the term ofthis
Concession Agreement it will, insofar as practicable, promote and aid the movement ofpassengers
and freight through facilities within the territorial limits of the Port. Concessionaire further agrees
that all incoming shipments of commodities that it may be able to control or direct shall be made
through facilities within the territorial limits of the Port if there will be no resulting cost or time
disadvantage to Concessionaire.

17.6  Labor Disputes. Concessionaire agrees to use its best efforts to avoid disruption to
the Port, its tenants or members ofthe public, arising from labor disputes involving Concessionaire,
and in the event of a strike, picketing, demonstration or other labor difculty involving
Concessionaire, to use its good ofces, including the utilization of available legal remedies, to
minimize and/or eliminate any disruption to the Port, its tenants or members of the public, arising
from such strike, picketing, demonstration or other labor difculty.

17.7  Mandatory Programs. Concessionaire understands that, from time to time, the Port
may institute certain programs that the Port believes, in its sole judgment, will be in the best interests
of the Airport and its tenants. Such programs shall include, but not be limited to, trash recycling,
commuter trip reduction, luggage cart token program, and Aircraft Operations Area (AOA) Clean
Surface Program for FOD (Foreign Object Debris). Concessionaiie ag1ees to promptly comply with
and carry out any and all reasonable obligations issued  the Peit under such programs, as the same
by
may exist from time to time.

17.8  Successors Bound. This Concession Agreement and each of its covenants and
conditions shall be binding upon and shall inure to the benet of the parties hereto and their
respective assignees, subject to the provisions hereof.  Any successor or assignee of the
Concessionaire who accepts an assignment of the benet ofthis Concession Agreement and enters
into possession or enjoyment hereunder shall thereby assume and agree to perform and be bound by
the covenants and conditions thereof. Nothing herein contained shall be deemed in any manner to

16

give a right of assignment to Concessionaire without the prior written consent ofthe Port pursuant to
ARTICLE 14 hereof.

17.9  Time.  Time is of the essence of each and every one of the Concessionaire's
obligations, responsibilities and covenants under this Concession Agreement.

17.10 Consent.  Whenever the Port's prior consent or approval is required by this
I
Concession Agreement, the same shall not be unreasonably delayed but may, unless otherwise
specically provided by this Concession Agreement, be granted or denied in the Port's sole and
absolute discretion.
17.11 Attorneys' Fees. In the event either party requires the services of an attorney in
connection with enforcing the terms ofthis ConcessionAgreement or in the event suit is brought for
the recovery of any Concession Fees or other sum or charge otherwise payable by Concessionaire
this Concession Agreement or the breach of any covenant or condition of this Concession
Agreement, or after the expiration thereof, the prevailing party will be entitled to reasonable
attorneys' fees, consultants' fees, witness fees and other costs, both at trial and on appeal. For
purposes of calculating attorneys' fees, legal services rendered on behalf of the Port by public
attorneys shall be computed at hourly rates charged by attorneys ofcomparable experience in private
practice in Seattle, Washington.

17.12 Joint and Several Liability; Use of Term Concessionaire. To the extent that more
than one Person executes this Concession Agreement other than in a representative capacity, under
ARTICLE 18, each such Person shall be jointly and severally liable hereunder. Nothing in this
Section, however, shall be understood to make any such Person liable for the obligations of any
other Concessionaire under any separate Rental Car Concession agreement. It is understood and
agreed that for convenience, the word "Concessionaire" and verbs and pronouns in the singular
number and neuter gender are uniformly used throughout the Concession Agreement, regardless of
the number gender or fact of incorporation of the party who is, or of the parties who are, the actual
Concessionaire or Concessionaires under this Concession Agreement. '

17.13 Captions and Article Numbers. The captions, article and section numbers and table
ofcontents appearing in this Concession Agreement are inserted only as a matter ofconvenience and
in no way define, limit, construe or describe the scope or intent of such sections or articles of this
Concession Agreement nor in any way affect this Concession Agreement.

17.14 Severabiligl. If any term, covenant, condition or provision of this Concession
Agreement, or the application thereofto any person or circumstance, shall to any cxtcntbe held by a
court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
covenants, conditions or provisions ofthis Concession Agreement, or the application thereofto any
person or circumstance, shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.

17.15 Survival of lndemnities. All indemnities provided in this Concession Agreement
shall survive the expiration or any earlier termination of this Concession Agreement. In any

17

.  litigation or proceeding within the scope ofany indemnity provided in this Concession Agreement,
Concessionaire shall, at the Port's option, defend the Port at Coneessionaire's expense by counsel
satisfactory to the Port.

17.16 Applicable Law; Venue; Waiver ofTrial by Jug. This Concession Agreement, and,
the rights and obligations ofthe parties hereto, shall be construed and enforced in accordance with
the laws ofthc State ofWashington. Jurisdiction and venue for any action on or related to the terms
of this Concession Agreement shall be exclusively in either the United States District Court for the
Western District of Washington at Seattle or the King County Superior Court for the State of
Washington, and the parties irrevocably consent to the personal jurisdiction of such courts over -
themselves for purposes of determining such action and waive any right to assert a claim of
inconvenient forum. In any action on or related to the terms of this Concession Agreement, the
parties (for themselves and their successors and assigns) hereby waive any right to trial by jury and
expressly consent to trial of any such action before the court.

17.17 Submission of Agreement. The submission of this document for examination and
negotiation does not constitute an offer to grant a concession, or a reservation of or option for a
concession at the Airport. This document shall become effective and binding only upon execution
and delivery hereofby the Port and Concessionaire. No act or omission ofany officer, employee or
agent of the Port or Concessionaire shall alter, change or modify any of the provisions hereof.

17.18 Entire Agreement; Modication. This Concession Agreement, together with the
Lease Agreement and the Concessionaire's entire response to any Request for Qualifications or
Proposals issued by the Port and related to operations in the Consolidated Rental Car Facility, sets
forth all covenants, promises, agreements, conditions and understandings between the Port and
Concessionaire concerning the Premises, and there are no covenants, promises, agreements,
conditions or understandings, either oral or written, between the Port and Concessionaire other than
as are herein set forth. No subsequent alteration, amendment, change or addition to the Concession
Agreement shall be binding upon the Port or Concessionaire unless-reduced to writing and signed by '
the Port and Concessionaire. To the extent ofany conict between this ConcessionAgreement, the
Lease Agreement and Concessionaire's response to any Request for Qualifications or Proposals, the
terms of this Lease Agreement shall prevail over the Concession Agreement and the Concession
Agreement shall prevail over the response to any Request for Qualications or Proposals.

17.19 Relationship of the Port and Concessionaire. Nothing contained herein shall be
deemed or construed as creating the relationship ofprincipal and agent, partnership, orj oint venture
partners, and no provision contained in this Concession Agreement nor any acts of Concessionaire
and the Port shall be deemed to create any relationship other than that of Concessionaire and the.
Port.

17.20 Exhibits. Attachment 1 and Exhibits Q and R are attached to this Concession
Agreement after the signatures and by this reference incorporated herein.


18

ARTICLE 18: SIGNATURES

1_N WITNESS WI-IEREOF, the parties have executed this Concession Agreement as of the
date rst above written.

PORT OF SEATTLE

By:                             By: 
Its:                                            Its:














19

ARTICLE 19: ACKNOWLEDGMENTS

STATE OF WASHINGTON )
) ss
COUNIY OF KING )

On this     day of               before me personally appeared                 to me
_____ J.
20__
known to be the                   of the PORT OF SEATTLE, the municipal corporation that executed the
within and 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 s/he was authorized to execute said
instrument.

In Witness Whereof I have hereunto set my hand and afxed my ofcial seal the day and year rst above
Written.

......................................................................................
(Signaturej
(Print Name)
Notary Public, in and for the State of Washington,
residing at,
My Commission expires:

STATE OF ' t
) ss
COUNTY OF         J

On this     day of          20   before me personally appeared                      to
,       ,                                                            ,
______________________________
one known to he the                        of                      the corporation that
,
........................................ 
executed the within and foregoing instniiiient at Concessionai re, and acknowledged said instrument to be the free and
voluntary act and deed ofsaid corporation, for the uses and purposes therein mentioned, and on oath stated that s/he was
authorized to execute said instrument.

In Witness Whereof I have hereunto set my hand and afxed my ofcial seal the day and year rst above
written.


(Signature)

(Print Name)
Notary Public, in and for the State ofWashington,
residing at
My Commission expires:



20