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REQUEST FOR PROPOSALS FOR

RENTAL CAR CONCESSION at the

MBS International Airport

Proposals Due May 18, 2012

4:00p.m.

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INVITATION TO PROPOSERS FOR

RENTAL CAR CONCESSION MBS INTERNATIONAL AIRPORT

The MBS International Airport Commission is inviting proposals for a five-year Concession Agreement for the purpose of conducting a Rental Car Concession to serve the MBS International Airport. The MBS International Airport Commission is in the final stages of constructing of a new Passenger Terminal. It is anticipated that the move from the current location of the rental car counters and back offices in existing terminal building, to the new Passenger Terminal, will occur in the late Fall of 2012. The Concession Agreement, attached as Part 6, “Concession Agreement” to this Request For Proposal (RFP) includes access to the new building for the build-out of the new counter and office areas. Four positions are available for rental car concessions in the new Passenger Terminal. SPACE: Rental Car Concession Locations New Passenger Terminal:

There will be four (4) Rental Car Concession spaces in the New Passenger Terminal baggage claim area. The spaces are approximately equal in size and each individual space includes approximately 430 square feet of counter space, queuing and back office area, as shown on Exhibit A of Part 6, “Concession Agreement”.

Ready/Return Space:

The Ready/Return Lot at the new Terminal will have a total of approximately 120 spaces. Each Concessionaire will be responsible for providing and maintaining the signage necessary to properly mark each space, subject to the approval of the Commission.

MULTIPLE BRANDING: Each Proposer shall be required to indicate in its response to this RFP the brand or trade name(s) under which it will operate its counter, back office and ready/return spaces. If a Proposer proposes to operate under more than three brand or trade names, then the Proposer will be required to lease multiple counter/back office and ready/return areas. No more than a total of three brand or trade names may occupy any single counter, back office or ready/return space. Any brand or trade names designated in Proposer’s response to this RFP must be one hundred percent (100%) owned, controlled or have a contractual right to operate by Proposer, and must conform to the requirements for multi-branding as provided in Part 6, “Concession Agreement.” Concessionaires shall be prohibited from operating at the Airport under any brand or

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trade name(s) other than the brand or trade name(s) designated on the response to this RFP. If two or more Proposers are wholly owned or controlled by the same entity, the Proposers must be prepared to attest that no collusion has taken place in the process of responding to this RFP, and the parent company must be prepared to sign each Agreement as guarantor of all obligations and duties contained therein. In the event that a company divests itself of a brand during the term of this agreement, the Commission will not be required to provide facilities for the divested brand. However, such divested company may enter into an off-Airport concession agreement with the Commission and continue to serve the Airport. PROPOSAL: A. Minimum Annual Guarantee. The four proposals with the highest Minimum Annual Guarantee (MAG) payment to the Commission will be awarded the right to operate a Rental Car Concession at MBS International Airport. B. Operating Preference. Each Proposer shall indicate a preferred operating location for the purpose of ranking the Minimum Annual Guarantees, as well as space location and allocation, on Part 4, “Proposal Form”. SELECTION AND RANKING: Individual proposals will be evaluated for completeness, and ranked by the MAG. The Proposer with the highest MAG will be considered first. The Proposer with the next highest MAG will be considered second. This process will continue until all proposals have been considered or the four highest MAGs are identified, whichever comes first. ALLOCATION OF SPACE: After the Selection and Ranking procedure, the Commission will rank the four (individual or multiple brand) proposals from highest to lowest. The Proposer(s) with the highest MAG shall be given first choice of operating area, the second highest shall select second, third highest shall select third, and the fourth highest shall select last. The allocation of the Ready/Return Car Parking Spaces will be done at a meeting of the successful Proposers within 60 days of the proposal due date. The number of parking spaces assigned to each successful Proposer in the Ready/Return Lot will be based initially on the ratio of each MAG to the total of all MAGs accepted

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by the Commission. Ready/Return Car Parking Spaces will be reallocated annually according to the terms of Part 6, “Concession Agreement.” TERM: Approximately five years, beginning on the date of beneficial occupancy of the New Passenger Terminal and ending on January 31, 2018 . CONCESSION AGREEMENT: The attached Concession Agreement, (Part 6), is substantially similar to the Agreement to be entered into by the successful Proposers. The economic terms and space allocation will be adjusted for each successful Proposer. All of the basic terms and conditions will remain the same for all agreements. This information is intended to aid interested persons in gaining a general understanding of the offering. It is the responsibility of a prospective Proposer to review the Concession Agreement, examine the economic environment, and make such further investigations as are necessary or appropriate to assure that the nature of the undertaking and the obligations to be assumed by the Proposer are fully understood. The Commission has prepared these proposal specifications, requirements, and other information necessary for the submittal.

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PART 1: RFP PROCESS A. INVITATION TO SUBMIT PROPOSAL Proposers shall submit each fully-executed proposal on forms provided by the Commission as Part 4, “Proposal Form” along with Part 5, “Proposer’s Questionnaire.” Pre-qualified Proposers as listed in Part 3, “Instructions to Proposers” must submit an Annual Report for the Company, or where appropriate, an annual Financial Statement for each Branded company, and a fully-executed Part 4, “Proposal Form”. Proposers who have not had an On-Airport rental car concession at MBS must submit Part 4, “Proposal Form” and Part 5, “Proposer’s Questionnaire” including experience and financial statements, and operational plans. Proposer's Deposit Each proposal shall include a Cashier's Check, Irrevocable Letter of Credit, or Bond issued by a responsible bank, made payable to the MBS International Airport Commission, in the amount of ONE THOUSAND DOLLARS ($1,000.00), as a guarantee that the Proposer will enter into the Concession Agreement if selected. No proposal will be considered unless accompanied by such deposit, or as otherwise defined herein. Should the successful Proposer refuse to enter into a Concession Agreement, the Proposer’s deposit shall be retained by the Commission, not as a penalty but as liquidated damages for not executing the Concession Agreement. Note: Unsuccessful Proposers’ deposits will be returned within twenty (20) days after the Concession Agreement is executed by the Commission or when all proposals are rejected. Proposals shall be received by the Commission on or before Friday May 18, 2012, 2011 at 4:00 p.m. at the following address: MBS International Airport Commission 8500 Garfield Road, Suite 101 Freeland, Michigan 48623 Written proposals must be submitted on Commission proposal forms, enclosed in sealed envelopes prominently marked SEALED PROPOSAL, and contain the following information on the outside of the envelope: RENTAL CAR CONCESSION FOR MBS INTERNATIONAL AIRPORT. Any proposal received after the due date and time will not be accepted and shall be rejected and returned to the Proposer unopened.

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B. GENERAL DESCRIPTION OF PROPOSED AGREEMENT Upon conclusion of the RFP Process, a Concession Agreement substantially similar to Part 6, will be executed between the Commission and each successful Proposer to operate a Rental Car Concession at MBS International Airport's New Passenger Terminal. The Agreement shall be for a term of approximately five (5) years. C. CONSEQUENCES OF SUBMISSION OF PROPOSAL This RFP does not commit the Commission to pay any costs incurred by the Proposer in the submission of a proposal or in making any necessary studies for the preparation thereof, nor to purchase or contract for any services. Acceptance by the Commission of a proposal obligates the Proposer to enter into an Agreement with the Commission for the operation of a Rental Car Concession in the form of the proposed Agreement attached to this RFP, Part 6, “Concession Agreement”. The Commission and the successful Proposer(s) shall enter into an Agreement within thirty (30) days of the award by the Commission, on terms acceptable to the Commission, which are set forth in the proposed agreement. Should the Successful Proposer(s) fail to execute the Agreement within the specified time period, the Commission shall have the right to negotiate with another qualified Proposer. An Agreement shall not be binding or valid with the Commission unless and until it is properly executed by the Commission and the Proposer. D. ACCEPTANCE OR REJECTION OF PROPOSAL The Agreement shall be awarded to the Proposer whose proposal most closely satisfies the needs of the Commission and is deemed to be most advantageous to the Commission. The Commission reserves the right to accept or reject any item or group(s) of items of a proposal. The Commission also reserves the right to waive any minor informality or irregularity in any proposal. The Commission reserves the right to reject any and all proposals or portions thereof received in response to this RFP. Additionally, the Commission may, for any reason, decide not to award an Agreement as a result of this RFP. E. EXAMINATION OF PROPOSAL MATERIALS The submission of a proposal shall be deemed a representation and certification by the Proposer that it has investigated all aspects of this RFP, that it is aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and that it has read and understands the RFP. No request for modification of the proposal shall be considered after its submission on the grounds the Proposer was not fully informed as to any fact or condition.

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F. INTERPRETATIONS, INQUIRIES AND/OR CLARIFICATION All questions concerning this RFP shall be directed in writing to: Mr. Jeff Nagel, A.A.E. Airport Director MBS International Airport 8500 Garfield Road, Suite 101 Freeland, Michigan 48623 nagel@mbsairport.org Any Commission response to a request for clarification by a Proposer will be made in the form of an addendum to the RFP. The addendum will be sent to all parties who have received copies of the RFP packet and will become a part of the RFP. G. PROPOSED SCHEDULE ACTIVITY DATE Issue RFP Solicitation April 2, 2012 Mandatory Pre-Proposal Meeting April 17 2012, at 8:00am local time Last Date for Submittal of Questions May 1, 2012 Last Addendum May 4, 2012 Bid Due Date May 18, 2012, at 4:00pm local time Commission Award TBD Commencement of Agreement Date of Beneficial Occupancy

H. MANDATORY PRE-PROPOSAL CONFERENCE

A mandatory pre-proposal conference has been scheduled for Tuesday, April 17, 2012, at 8:00am in the MBS International Airport Commission Conference Room, 8500 Garfield Road, Suite 101, Freeland, Michigan, (989) 695-5555. The purpose of this conference is to review the RFP, respond to questions, and discuss the Rental Car Concession. All potential Proposers are required to attend this conference. Failure of Proposer to attend this conference will result in rejection of Proposer's proposal(s) without further consideration. I. DISQUALIFICATION Factors such as, but not limited to the following, may disqualify a Proposer without further consideration: 1. Evidence of collusion among Proposers. 2. Incomplete submittal of Proposer's Questionnaire or requested information.

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3. Lack of business skills or financial resources necessary to operate the business successfully, as revealed by either financial statements or experience. 4. Lack of responsibility as shown by past work, references, or other factors. 5. Default or termination of other contracts or agreements. 6. Omission, inaccuracy, misstatement, or failure to file the questionnaire with the proposal. 7. Other causes as the Commission deems appropriate at the Commission's sole and absolute discretion. J. DBE PARTICIPATION The requirements of 49 Code of Federal Regulations Part 23, of the U. S. Department of Transportation, applies to this concession. It is the policy of the Commission to practice nondiscrimination based on race, color, sex, or national origin in award or performance of these concession services. All firms qualifying under this solicitation are encouraged to submit proposals. These requirements apply to all concessions, firms and suppliers. Concessionaires agree to ensure that DBEs have the maximum opportunity to participate in the performance of the Concession to be awarded or in any contracts or subcontracts resulting therefrom. In this regard, Proposers shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that DBEs have the maximum opportunity to compete for and perform contracts, including without limitation, supply goods and/or service contracts. Proposers shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of such contracts or subleases. K. INSURANCE REQUIREMENTS Concessionaire shall maintain and keep in force during the term of this Agreement, for the mutual benefit of Commission and Concessionaire, at Concessionaire's sole cost and expense, the insurance requirements defined in Part 6, Concession Agreement. The Successful Proposer(s) shall satisfy these insurance requirements prior to any commencement of business. L. NON-CONFORMING PROPOSAL A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and requirements. Any alteration, omission, addition, variance, or limitation of, from, or to a proposal shall provide sufficient grounds for rejection of the proposal. The Commission may reject a proposal if:

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1. Any of the RFP forms are left blank or are materially altered. 2. Any document or item necessary to the proposal is incomplete, improperly executed, indefinite, ambiguous, or has been omitted. However, the Commission shall have the right to waive a minor irregularity. M. QUALIFIED AND RESPONSIBLE PROPOSER It is the Commission's intent to award an Agreement(s) to the most qualified and responsible Proposer. The Commission reserves the right to reject any or all proposals and to cause re-bidding of the Concession or take such other course of action as the Commission deems appropriate at the Commission's sole and absolute discretion. The Commission's determination as to whether the Proposer is qualified and responsible will be based on the information furnished by the Proposer in the aforementioned Proposer's Proposal Form. Award will not be made until after such investigations as are deemed necessary are made by the Commission regarding Proposer's business experience and financial responsibility, which investigation each Proposer agrees to permit by submitting its proposal. Commission reserves the right to reject any or all proposals and to accept those proposals that will, in its opinion, best serve the public interest. N. PRE-QUALIFIED PROPOSERS The following companies currently have executed Agreements with the Commission to operate a Rental Car Concession and are pre-qualified, and therefore may substitute an Annual Report or where appropriate an annual Financial Statement for each Branded company, rather than Part 5, “Proposer’s Questionnaire”. Those companies are: The Hertz Corporation Enterprise Holdings: Enterprise Rent a Car, Vanguard Car Rental USA Inc., (National and Alamo) Budget Rent a Car Systems, Inc. Avis Rent a Car System, Inc. These companies are also not required to submit the “Proposer’s Security” as defined in Part 1, Paragraph A.

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O. PROPOSAL WITHDRAWLS No proposal may be withdrawn after the closing time for receipt of proposals for a period of sixty (60) days. The agreement shall be legally binding at the time of award by the Commission. P. PUBLIC RECORDS Any material submitted in response to this RFP may become a public document pursuant to Michigan law. This would include material that the Proposer might consider confidential or a trade secret. Any claim of confidentiality is hereby waived upon submission of a proposal to the Commission, and effective after opening. Q. PROTESTS Any protests of the RFP or any of its contents, must be received in writing by the Airport Director at least calendar ten (10) days prior to the opening of proposals. A detailed explanation of the reason for the protest must be included. Protests of the award or intended award of the agreement must be in writing and received by the Airport Director within seven (7) calendar days of the award. A detailed explanation of the protest must be included in the protest. R. PERFORMANCE SECURITY

Prior to commencing operations at the Airport under the Agreement, the successful Proposer agrees to provide the Commission with an irrevocable Letter of Credit provided by a bank acceptable to the Commission, renewable annually, in a sum equal to no less than the total Minimum Annual Guarantee, and ground rent collections equal to six (6) months for the then current year. In addition to an irrevocable Letter of Credit, the successful Proposer agrees to provide the Commission with a Performance Bond and Labor and Material Payment Bond for any construction or capital improvements it undertakes in the New Terminal Building during the Term of the Agreement, in a sum equal to the full amount of the construction contract award.

The successful Proposer shall be required to provide certification that surety companies executing bonds are authorized and in good standing to transact business in the State of Michigan.

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PART 2: AIRPORT ACTIVITY INFORMATION

A. AIRPORT PROFILE MBS International Airport is located in Freeland, Michigan and serves the communities of Saginaw, Midland and Bay City, as well as a large geographic area of northern lower Michigan. MBS is approximately 100 miles north-northwest of the City of Detroit, and approximately 10 miles west of downtown Bay City. The Airport is owned by the MBS International Airport Commission and serves both commercial and general aviation. Fifteen plus (15) daily commercial flights which connect passengers to hubs in Chicago, Detroit and Minneapolis/St. Paul, make MBS the airport of choice for many northern lower Michigan travelers. Air service at MBS is currently provided by Delta and their Delta Connection partners, as well as United Express and Allegiant. B. OVERVIEW OF THE AIRPORT’S NEW PASSENGER TERMINAL PROGRAM MBS International Airport’s new passenger terminal program includes the construction, on a green field site, of a terminal facility approximately 75,000 square feet in size. The terminal is expected to be ready for occupancy in the late fall of 2012. C. HOURS OF OPERATION The Passenger Terminal is typically open from 4:30 a.m. to 1 a.m. daily. D. AIRLINE PASSENGER ACTIVITY The following table lists MBS passenger activity for the last 10 years.

YEARS

MBS AIRPORT 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002

Enplanements 139,600 130,830 134,037 153,568 175,332 191,769 201,322 209,354 215,398 228,119

Deplanements 134,189 131,239 133,399 150,695 172,949 190,371 207,224 215,404 215,401 226,306

Total Passengers 273,789 262,069 267,436 304,263 348,281 382,140 408,546 424,758 430,799 454,425

E. HISTORICAL RENTAL CAR INFORMATION FOR ON-AIRPORT RENTAL CAR COMPANIES The following table lists car rental gross receipts, and MBS concession revenue for the last 10 years.

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GROSS RECEIPTS

Agencies 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002

Avis $2,261,180.41 $2,701,134.06 $1,978,416.85 $2,433,873.10 $2,681,687.39 $2,391,324.08 $1,656,287.57 $1,467,355.64 $1,612,778.87 $1,996,254.32

Budget $168,875.93 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Hertz $1,158,970.85 $1,353,170.02 $1,060,078.18 $1,122,349.76 $1,140,759.51 $1,132,827.03 $1,172,022.41 $1,127,272.36 $1,016,697.36 $1,252,185.57

National $1,112,948.31 $1,123,913.30 $1,050,514.99 $1,092,290.47 $983,872.08 $992,759.96 $1,626,439.35 $1,746,202.72 $1,530,063.19 $2,447,730.33

Enterprise $373,343.29 $276,509.17 $435,865.08 $494,742.66 $572,532.64 $457,253.93 $468,604.28 $373,334.52 $0.00 $0.00

Thrifty $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $83,538.94 $627,255.28 $561,227.58

MBS CONCESSION REVENUES

Agencies 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002

Avis $226,118.04 $270,113.41 $197,841.69 $243,387.31 $268,168.74 $239,132.41 $165,628.76 $146,735.56 $161,277.89 $199,625.43

Budget $16,887.59 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Hertz $115,897.09 $135,317.00 $106,007.82 $112,234.98 $114,075.95 $113,282.70 $117,202.24 $112,727.24 $101,669.74 $125,218.56

National $111,294.83 $112,391.33 $105,051.50 $109,229.05 $98,387.21 $99,276.00 $162,643.94 $174,620.27 $153,006.32 $244,773.03

Enterprise $37,334.33 $27,650.92 $43,586.51 $49,474.27 $57,253.26 $45,725.39 $46,860.43 $37,333.45 $0.00 $0.00

Thrifty $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $8,353.89 $62,725.53 $56,122.76

F. RENTAL CAR CONCESSION LOCATIONS The New Airline Terminal will have four counter positions in the baggage claim area, each consisting of approximately 430 square feet of counter, queuing and back office space. The new Passenger Terminal will also have an adjacent rental car Ready/Return parking lot containing approximately 120 spaces. H. LAYOUT OF READY/RETURN CAR PARKING IN RELATIONSHIP TO AIRLINE TERMINAL The final configuration of the 120 space Ready/Return car parking lot at the new Passenger Terminal showing the entrance and exit lanes to be constructed is shown on drawings available in the Commission’s offices. The lot will be located immediately east of the new Passenger Terminal adjacent to the Baggage Claim area.

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PART 3: INSTRUCTIONS TO PROPOSERS

A. GENERAL INSTRUCTIONS These instructions outline the guidelines governing the format and content of the proposal and the approach to be used in its development and presentation. Only that information which is essential to an understanding and evaluation of the proposal should be submitted. No limitation on the content of the proposal is intended in these instructions and inclusion of any pertinent data or information is permitted. Proposers shall submit a proposal that provides responses directly corresponding to, and numbered identically to, each and every numbered paragraph contained in Part 4 "Proposal Form”. All responses must be complete and unequivocal. In instances where a response is not required, or where material is not applicable to the proposal, a response such as "no response required", or "not applicable" is acceptable. All pages are to be consecutively numbered. The proposal and all attachments shall be complete and free of ambiguities, alterations, and erasures. It shall be executed by the Proposer or its duly authorized officer or agent. In the event of conflict between words and numerals, the words shall prevail. The following shall be included with the proposal: 1. Proposer's Questionnaire: Complete and fully executed. Pre-qualified Proposers are listed in Part 1, Paragraph N., “Pre-Qualified Proposers”. If the Proposer is pre-qualified, then a current Annual Report of the company or where appropriate annual Financial Statement for each Branded company, may be substituted in lieu of the completed questionnaire. If, however, the Proposer does not meet the pre-qualification criteria, then the Proposer's Questionnaire (Part 5) must be completed and submitted with the proposal. 2. Proposal Form: One Complete and fully executed original. 3. Proposer's Deposit: Proposals must be accompanied by a Cashier's Check, Irrevocable Letter of Credit, or Bond in the amount of $1,000.00 payable to the MBS International Airport Commission. NOTE: Deposits from the unsuccessful Proposers will be returned within twenty (20) calendar days after the Commission has awarded of the Concession Agreements or when all proposals are rejected. 4. Include in your submission all relevant information supporting or demonstrating each of the following:

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a. Experience and qualifications b. Financial responsibility c. Management plan, including hours of operation and after hours services. (NOTE: If your planned hours of operation differ from the hours of operation of the terminal, please explain in detail how you intend to serve passengers arriving or departing outside of your posted hours of operation.) d. Additional information: Any other relevant information that supports the proposal. B. PROPOSER CONTACT Proposer shall provide the name, address, telephone number, facsimile number, and e-mail address of an individual in its organization to whom notices and inquiries by the Commission should be directed as part of this proposal. C. COMMISSION CONTACT FOR INFORMATION All inquiries or requests for clarification/interpretation should be submitted in writing to: Mr. Jeff Nagel, A.A.E. Airport Director MBS International Airport 8500 Garfield Road, Suite 101 Freeland, Michigan 48623 nagel@mbsairport.org Inquiries should be identified as applicable to the RFP for "Rental Car Concession", citing the RFP paragraph number(s) to which the question(s) pertain. All legitimate inquiries and questions will be added to the RFP as an addendum and will be disseminated to all parties receiving the RFP. D. EVALUATION AND SELECTION OF CONCESSIONS A Rental Car Concession Agreement will be awarded to those brands which will comprise the four operating areas in the new Passenger Terminal and are qualified Proposers whose proposals, whether individual brands or combined operations represent the highest MAG payment and who meet all requirements of the Commission. The Commission reserves the right to reject any or all of the proposals and to waive any informality in the proposals received.

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PART 4. PROPOSAL FORM

PROPOSER NAME: __________________________________________________ ADDRESS: __________________________________________________________ _________________________________________________________ PHONE: ( ) _______________________________________________________ THIS IS A PROPOSAL TO ACQUIRE A RENTAL CAR CONCESSION AGREEMENT AT THE MBS INTERNATIONAL AIRPORT. The undersigned, hereinafter referred to as "PROPOSER", hereby submits a proposal to the MBS International Airport Commission, hereinafter referred to as the "COMMISSION", to manage and operate a Rental Car Concession at the MBS International Airport. This proposal is submitted in accordance with the terms, covenants, and conditions contained in the proposed Concession Agreement and the attachments thereto. MINIMUM ANNUAL GUARANTEE PROPOSER agrees to pay to the Commission as a Minimum Annual Guarantee (MAG) under the Concession Agreement, the sum of which is written below in words and numbers, or ten (10%) of the Proposer’s Annual Gross Receipts, whichever amount is greater. ______________________________________________________________________

(Amount in words)

______________________________________________________________________ (Amount in numbers)

OPERATING PREFERENCE Each Proposer shall indicate a preferred operating location for the purpose of ranking the Minimum Annual Guarantees and for identifying space location and allocation. Proposer will be operating as (list all Brands to be included in this Proposal):

______________________________________________________________________

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Hours of Operation: ______________________________________________________________________ ______________________________________________________________________ DBE PLAN Proposer shall provide a narrative describing how it will comply with the DBE provision of the Agreement and the Federal requirements. Please attach the narrative to this Proposal Form using as many sheets as necessary. DEPOSIT A Proposer's Deposit of ONE THOUSAND DOLLARS ($1,000.00) in the form of a Cashier's Check, Irrevocable Letter of Credit, or Bond made payable to MBS INTERNATINAL AIRPORT COMMISSION, must be submitted with this proposal and is attached hereto. Said $1,000.00 will be held by Commission as a proposal guarantee securing the obligations Proposer agrees to assume in this proposal. Proposer agrees that in the event this proposal is accepted by the Commission and Proposer fails to meet the terms hereof, said $1,000 represents a fair and reasonable estimate of Commission’s cost of soliciting this offering, and Proposer further agrees that said sum shall be retained by Commission as compensation for said cost. PROPOSER'S DECLARATION Proposer Understands, Agrees and Warrants: 1. That Proposer has carefully read and fully understands the information that was provided by the Airport to serve as the basis for submission of this proposal to operate this concession. 2. That Proposer has the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted. 3. That Proposer Information must be submitted with the proposal and is attached hereto. 4. That this Proposal may be withdrawn by requesting such withdrawal in writing at any time prior to 4:00 p.m. local time, on the date that the proposal is due, but may not be withdrawn for a period of 60 days after such date. 5. That all information contained in the Proposal is true and correct to the best of Proposer's knowledge. 6. That Proposer did not, in any way, collude, conspire, or agree, directly or indirectly,

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with any person, firm, corporation or other Proposer, in regard to the amount, terms or conditions of this Proposal. Discussion of proposals by representatives of different brands owned by the same parent company does not constitute collusion under the terms of this RFP. 7. That Proposer did not receive unauthorized information from, nor initiate contact with: the MBS International Airport Commission, the Airport Staff and/or the Commission’s Legal Counsel during the proposal period except as provided for in the Request for Proposals. 8. That no officer or employee of the MBS International Airport Commission shall have a financial interest, direct or indirect, in any contract with the Airport, or shall be financially interested, directly or indirectly, in the sale to the Airport as an officer or employee. 9. That the Commission reserves the right to reject any and all proposals and to negotiate fees, terms and provisions which will bring the best level of overall performance of this concession to the Commission. 10. That by submission of this Proposal, the Proposer acknowledges that the Commission has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer and Proposer hereby grants the Commission permission to make said inquiries, and to provide any and all requested documentation in a timely manner. PROPOSER'S SIGNATURE No proposal shall be accepted which has not been signed in ink in the appropriate space below: Signatory Authority: Proposer covenants that the person executing this Proposal on behalf of Proposer is a duly authorized individual, partner, or existing officer of the entity represented. Upon Commission’s request, Proposer shall provide the Commission with evidence reasonably satisfactory to Commission confirming the foregoing covenants and warranties. Proposer is a/an (check one) INDIVIDUAL, OFFICER, PARTNER, duly authorized to sign this Proposal. Please include a notarized affidavit attesting to the authenticity of said signature: __________________________________ ____________ Proposer's Signature Date: _______________________________________________________ Proposer’s Typed Name and Title

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ACKNOWLEDGEMENT OF ADDENDA Addendum No.____________Signature_____________________________Date____________ Addendum No.____________Signature_____________________________Date____________

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PART 5: PROPOSER'S QUESTIONNAIRE A. PROPOSER ENTITY All information requested in the questionnaire shall be furnished by the Proposer, and shall be submitted with the proposal. Statements shall be complete and accurate and in the form requested. Omission, inaccuracy, or misstatement may be cause for the rejection of a proposal. 1. Name of Proposer exactly as it is to appear on a Concession Agreement and address that Proposer would designate under the "Notice" provision of the Agreement: ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ 2. Proposer, if selected, intends to carry on the business as an: Individual ( ) Partnership ( ) Joint Venture ( ) Corporation ( ) 3. If a partnership or joint venture, attach a copy of the partnership Agreement or joint venture Agreement and identify the participants below (attach additional sheets of necessary):

a. Name Address Share in % ___________________ ______________________________ __________ ___________________ ______________________________ __________ ___________________ ______________________________ __________ b. Date Organization Formed: ________________________________________ c. General or Limited Partnership: _____________________________________ (If applicable) d. Agreement Recorded: ____________________________________________ County State Date e. Registered in Michigan? Yes ___ No ___

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If so, what date: ________?

4. If a corporation, answer the following: a. When incorporated: ________________________________________________ b. In what state: _____________________________________________________ c. Authorized to do business in Michigan? Yes ____ No ______ If so, what date: _________________? d. Name, address, years in the corporation, and percentage of stock held by the following officers (attach additional sheets as necessary): President: Years: Stock % ______________________________________ _________ __________ Vice-President: Years: Stock % _____________________________________ _________ __________ Treasurer: Years: Stock % ______________________________________ _________ __________ Other: Years: Stock % _____________________________________ _________ __________ e. Name, address, and percentage of stock held by each Member of the Board of Directors (attach additional sheets as necessary): Chair: ___________________________________ Stock % __________ Member: _________________________________ Stock % __________ Member: _________________________________ Stock % __________ Member: _________________________________ Stock % __________

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f. Name, address, and percentage of shares of stock held by other principal stockholders (A principal stockholder is defined as a stockholder who holds 10% or more of outstanding stock of the corporation.):

______________________________________________________________________ Total capitalization: $ ____________________________________________________ Amount of capital stock subscribed: $ _______________________________________ Amount paid in: $ _______________________________________________________ B. EXPERIENCE AND QUALIFICATIONS 1. List all relevant airport experience (attach additional sheets as necessary). Name, Location and Dates of Operation: a. ______________________________________________________________ b. ______________________________________________________________ c. ______________________________________________________________ d. ______________________________________________________________ e. ______________________________________________________________ f. _______________________________________________________________ g. ______________________________________________________________ 2. Have you ever been sued by an airport or others for issues pertaining to fee payment and/or performance? Yes ( ) No ( ) If Yes, give details:

______________________________________________________________________ 3. Surety Information Have you ever had a bond or surety canceled or forfeited?

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Yes ( ) No ( ) If yes, state name of bonding company, date, amount of bond and reason for such cancellation or forfeiture.

______________________________________________________________________ 4. Bankruptcy Information Have you ever been declared bankrupt? Yes ( ) No ( ) If yes, state date, court jurisdiction, amount of liabilities and amount of assets.

______________________________________________________________________ 5. During the past 5 years, have any agreements held by Proposer for the operation of an Airport Rental Car Concession ever been canceled? Yes ( ) No ( ) If yes, give details. C. PROPOSER'S EXPERIENCE AND RELATED INFORMATION If Proposer is now operating, or has operated, a Rental Car Concession, please provide the information listed below for each location (maximum of ten): 1. Name in which business was operated 2. Airport, if applicable 3. Dates during which business was operated 4. Individual contact and telephone number D. MANAGEMENT PLAN Attach a description of the management structure to be used in the operation. Charts, diagrams, and descriptive materials as desirable or appropriate may be used to expand or clarify. Identify the relationship between the local operation and the Proposer's main headquarters. E. REFERENCES Please attach at least three (3) credit references and three (3) professional references, unrelated to the Proposer.

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F. FINANCIAL REPORTS Furnish the past two fiscal year's financial statements prepared in accordance with generally accepted accounting principles with an independent CPA's statement attached and certified by a duly authorized corporate officer. At a minimum, the Proposer shall submit the following: a. Balance Sheet b. Statement of Changes in Financial Position c. Income Statement d. All Footnotes Relative to the Above Statement e. Two Financial References or Letters of Reference f. A Value of Unencumbered Capital Assets 2. If the Proposer is a newly formed entity, please indicate the amount and source of capitalization of company.

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PART 6: CONCESSION AGREEMENT

MBS INTERNATIONAL AIRPORT COMMISSION

CONCESSION AGREEMENT AND LEASE

OF PREMISES WITH

______________________

THIS CONCESSION AGREEMENT made between MBS INTERNATIONAL AIRPORT COMMISSION (hereinafter referred to as the “Commission”), a special statutory body created by the Cities of Midland and Saginaw, State of Michigan, and the County of Bay, State of Michigan, and (hereinafter referred to as the “Concessionaire”).

WITNESSETH: WHEREAS, the Commission is owner and operator of the MBS International Airport (hereinafter referred to as "the Airport"); and WHEREAS, the Commission has developed a new passenger terminal facility with space for multiple automobile rental concessions operating as individual or multiple brands; and WHEREAS, proposals were received from qualified operators, including a responsive proposal submitted by the Concessionaire; and WHEREAS, the Concessionaire has complied with the Request for Proposals and has delivered to the Commission the Letter of Credit and insurance certificates required as a condition precedent to granting of this privilege; and WHEREAS, Concessionaire is engaged in the business of renting passenger vehicles and desires to use certain areas and facilities owned by the Commission and to acquire from the Commission certain rights and privileges in connection with its use of the Airport; and WHEREAS, the Commission has the right to permit use of the property on the Airport upon the terms and conditions hereinafter set forth and has full power and authority to enter into this Agreement as provided herein; NOW, THEREFORE, in consideration of the proposal dated __________ submitted by the Concessionaire for operation of one of the rental car concessions at the Airport, the Commission’s acceptance of said proposal, and the mutual covenants, terms, conditions, privileges, obligations, and agreements herein contained, the Commission and the Concessionaire hereby mutually undertake, promise, and agree, each for itself and its successors and assigns, as follows.

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Article 1 Automobile Rental Concession

1. The Commission hereby grants to Concessionaire, subject to the terms and conditions of this Agreement, the right to conduct and operate an automobile rental concession at the Airport. 2. The Commission agrees not to grant more than four automobile rental concessions or enter into any automobile rental concession agreement with any person, partnership, or corporation other than the Concessionaire, unless the same shall be upon financial terms no more favorable than those herein granted to the Concessionaire, and shall require automobile rental service substantially equivalent to those available from automobile rental concessionaires upon airports of comparable size throughout the United States. Nothing herein contained shall limit the Commission from making such reasonable distinctions between the automobile rental counter space and parking areas as may appear to it to be justified by the differing operational requirements of the respective rental car concessionaires by reason of the differing amounts of airport automobile rental business done by each of the respective concessionaires. This Agreement does not prohibit agreements or regulations pertaining to off-airport automobile rental companies. 3. For the term of this Agreement, the Concessionaire will only operate the brands specified in this Agreement. The acquisition, transfer, or subletting of any brand(s) or trade name(s) must be approved by the Commission. Such approval may be withheld by the Commission for good and sufficient reasons, but will not be unreasonably withheld.

Article 2 Premises Commission hereby grants to Concessionaire, for the period and subject to the terms and conditions hereinafter stated, the following described Premises located in or upon the Airport: 1. Terminal Premises a. Concessionaire shall have the right to the exclusive use of approximately _____ square feet of counter space and approximately ________ square feet of back office space, said premises being more particularly described on Exhibit "A", attached hereto and made a part hereof. Within said counter and back office space, Commission shall furnish the heat and air conditioning, overhead lighting and electrical convenience outlets. Concessionaire shall furnish such space at its own expense. b. Concessionaire shall have the right, at its sole expense, to install, and thereafter to operate and maintain a rental counter and illuminating and non-illuminating signs advertising Concessionaire's rental car service, unless otherwise provided by the Commission. Such signs shall not advertise rates, and shall be at the locations and be

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of a type, size, and design as may be approved by the Airport Manager or the Commission, which approval shall not be unreasonably withheld. c. Concessionaire shall have the right, at its sole expense, to make such additions and improvements, and to install such equipment and facilities as Concessionaire may deem necessary or desirable to or for the operation of its automobile rental concession, provided, however, that no such additions, improvements, or installation of equipment or facilities shall be undertaken by Concessionaire without the prior written consent of the Airport Manger, which consent, Commission agrees, shall not be unreasonably withheld. Within a reasonable time after the termination or earlier cancellation of this Agreement, Concessionaire shall also have the right to remove any such additions, improvements, equipment or facilities erected or installed by Concessionaire at its expense pursuant to the terms of this Article, provided, however, the premises shall be restored to their former condition, normal wear and tear excepted. 2. Parking Area Premises a. Concessionaire, in cooperation with other automobile rental concessionaires located at the Airport and operating under concession agreements, shall have the use of a Ready/Return lot which shall be designated for the exclusive use of the automobile rental concessionaires. This return lot shall be located adjacent to the baggage claim facility. b. The number of spaces allocated to each Concessionaire shall be allocated among the Concessionaires upon the execution of this Agreement, and annually thereafter, on the ratio of Concessionaire's gross revenue to the gross income of all concessionaires then operating under the Agreement. In no event shall Concessionaire have less than 10 spaces in the Ready/Return Lot.

Article 3 Use of the Airport and the Premises

The Commission grants to Concessionaire the following rights and privileges, subject to other limitations expressed in this Agreement: 1. The right to use in common with others the general facilities of the Airport in the normal conduct of its operation as a car rental company in such manner as may be prescribed by the Commission. 2. Communications. The right to install, maintain, and operate a communications system at Concessionaire's expense between the areas described in Article 2 hereof; provided, however, that such system shall not interfere with Commission's public address system and, provided, further, that such system shall be subject to the approval of the Airport Manager. Such approval shall not be unreasonably withheld.

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3. Signs. The Concessionaire shall have the right to install and maintain one or more signs within the Premises, identifying it and its operations, provided, however, the subject matter, type, design, number, location and elevation of such signs, and whether lighted or unlighted, shall be in general conformity with those of other Airport tenants and subject to, and in accordance with, the prior written approval of the Commission. No sign will be approved that may be confusing to pilots, or motorists, or which fails to conform to the architectural scheme of the Airport or meet the requirements of the Commission. Without limiting the generality of the foregoing, the Commission maintains the policy for approving or disapproving certain signs and advertisements, and that advertising shall not mention other concessionaire car rental companies either directly or indirectly nor shall it reference a competitor's product. 4. Parking Space. The Commission shall make available to Concessionaire's employees, parking in an area designated by the Commission only during the employee's working hours. Concessionaire's employees shall park their private vehicles only in the employee parking area furnished by the Commission. 5. Relocation. Should future development of the Airport require other use of the Premises, the Commission shall have the right to terminate this Agreement, or to continue this Agreement at the new location. Reasonable advance notice of any relocation shall be given by the Commission, but in no event shall the notice be less than thirty (30) days. 6. Purpose. Concessionaire agrees that it will not engage in any commercial activities not authorized herein and will not permit the use of the Premises, for any purpose other than those authorized in this Agreement. 7. Construction, Airport Expansion and Inconvenience to Concessionaire. The Concessionaire recognizes that from time to time during the term of this Agreement it will be necessary for the Commission to initiate and carry forward extensive programs of construction, reconstruction, expansion, relocation, maintenance and repair in order that the Airport and its facilities may be suitable for the volume and character of its air traffic and flight activity, and that such construction, reconstruction, expansion, relocation, maintenance and repair may inconvenience the Concessionaire in its operations at the Airport. The Commission agrees to make all reasonable efforts to minimize the inconvenience to the operation of the Concessionaire's business. The Concessionaire agrees that no liability shall attach to the Commission, its officers, agents, employees, contractors, subcontractors and representatives by reason of such inconvenience or interruptions, except the fees payable under the Agreement shall abate during and for such period that access to the Premises, provided to the Concessionaire, its employees and invitees is denied by reason of construction. 8. Non-Exclusive Rights. This Agreement shall be non-exclusive and the Commission reserves the right to enter into like contracts with no more than three (3) other individuals, firms, or corporations engaging in the car rental business at the

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Airport. The Commission shall not grant to any other person, firm or corporation a car rental concession on terms more favorable than those granted to the Concessionaire. 9. Rights of Ingress and Egress. The Commission grants to Concessionaire the right of ingress and egress to and from the Premises for Concessionaire's employees, agents, passengers and invitees to the extent reasonably necessary in connection with the conduct of Concessionaire's business under this Agreement. Areas designated as restricted areas by the Commission shall be excluded. Article 4 Terminal Rental and Concession Fee For the privilege of operating its rental car service at the Airport and for the use of the Premises described in Article 2, Concessionaire agrees and promises to pay to Commission the following rentals and fees. 1. Terminal Premises The Terminal Premises rental shall include a ticket counter space and back office space as set forth on Exhibit "A" attached. Concessionaire shall be entitled to exclusive use of ______ square feet of counter space at an annual rental of ________ per square foot, or __________ payable monthly at the rate of _________. Concessionaire shall also be entitled to _________ square feet of back office space at an annual rental of _________ per square foot, or _________ payable monthly at the rate of __________. Rental charges, storage area charges, and any other charges due the Commission shall be due and payable in advance, on or before the first day of each month, without the requirement for a demand thereof. 2. Parking Area Premises a. All Concessionaires operating under a concession agreement agree to pay ground rental for parking storage areas at an annual rate of $ .20 per square foot. Rental for Ready/Return stalls shall be a monthly charge of $ 3.00 per stall. Such rental shall be paid on the first day of each month. b. Concessionaire shall be responsible for the cost of snow removal and maintenance of the Ready/Return lot and storage parking area premises. Cost of snow removal and maintenance of the Ready/Return parking area premises shall be shared by all automobile rental Concessionaires in proportion to the Ready/Return stalls allocated to the Concessionaire. 3. Concession Fee The Concessionaire shall pay to the Commission the greater of the following Concession Fee:

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a. The stipulated Minimum Annual Guarantee for each year of the Agreement, payable in equal monthly installments on or before the fifth (5th) day of each month, as follows:

An annual guarantee in the amount of $XX,XXX.XX or b. Ten percent (10%) of the gross revenues, as hereinafter defined, derived from the Concessionaire's car rental operations at the Airport for the previous month. 4. On or before the twenty-fifth (25th) day following the end of each calendar month, throughout the term of this Agreement, Concessionaire shall furnish to the Commission a report of Concessionaires gross receipts during the preceding calendar month and shall simultaneously pay to the Commission an amount equal to ten (10) percent of said gross receipts if such amount exceeds XX,XXX.XX ($), less the $X,XXX.XX. 5. In the event of any national emergency wherein there is a curtailment, either by executive decree or legislative action, of the use of motor vehicles or commercial aircraft by the general public, or a limitation of the supply of gasoline or tires available for general use for any period of thirty (30) consecutive days or more, the minimum guarantee shall be abated and suspended for the period of time the condition continues to exist. 6. The term "gross receipts" as used herein will mean the time and mileage charges plus personal accident insurance for rental of automobiles by Concessionaire hereunder and shall not include the amount of any federal, state, or municipal sales or other similar taxes separately stated and collected from customers of Concessionaire or hereafter levied or imposed, nor any sums received as insurance or otherwise for damage to automobiles or other property of Concessionaire, or for loss, conversion or abandonment of such automobiles, nor any amounts paid by customers of Concessionaire separately billed as additional charges, for waiver of Concessionaire of its rights to charge customer for loss or damage to the automobile, nor any discounts or rebates which may be allowed by Concessionaire to its customers, nor sums received for the sale of replacement fuel. 7. Within sixty (60) days after the close of each contract year hereunder, Concessionaire shall furnish to Commission a sworn statement certified by an officer of Concessionaire showing all gross receipts derived from automobile rentals made at the Airport for said contract year. If the aggregate payments made for any contract year under this paragraph shall exceed the greater of: (1) the minimum annual guarantee applicable to such year, or (2) ten (10) percent of said gross receipts during such contract year, the excess balance shall be credited to Concessionaire's account and applied against the next succeeding monthly payment. Upon the expiration or earlier termination of this Agreement, a corresponding adjustment calculation will be made, and any credit balance due Concessionaire shall be reimbursed to it by the

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Commission. All sums due hereunder and the reports and statements of gross revenue shall be paid to the Commission by delivery to the Airport Manager. 8. In the event any payment, whether denominated a rent or fee, is not paid when due, the Commission shall assess, and the Concessionaire agrees to pay, a one percent (1%) late charge, plus an additional one percent (1%) each month on any remaining unpaid balance which is past due. 9. Concessionaire agrees to provide the Commission with an irrevocable Letter of Credit provided by a bank acceptable to the Commission, renewable annually during the term of this Agreement, in a sum equal to no less than the total Minimum Annual Guarantee, and ground rent collections equal to six (6) months for the then current year.

Article 5 Covenants of Concessionaire

Concessionaire hereby covenants and agrees: 1. To utilize the Premises for the use and benefit of the public. 2. To furnish good, prompt and efficient service, adequate to meet all reasonable demands for its automobile rental service at the Airport. Concessionaire shall also provide the quality and quantity of car rental services necessary to reasonably serve the needs of the general public and passengers and invitees at the Airport. Services provided by the Concessionaire shall consist of a sufficient number of late model cars in popular price ranges and sufficient personnel to reasonably serve the demand for such services at the Airport. 3. That rental automobiles made available hereunder shall be maintained at Concessionaire's sole expense, in good operative order, free from known mechanical defects, and in clean, neat and attractive condition, inside and outside. 4. The facilities to be provided by Concessionaire hereunder for the purpose of providing automobile rental service shall remain open for such periods during each day and such days during each week as may be necessary to meet reasonable demands for said services. All such rentals shall be deemed to be made at the Airport in determining payments due Commission as provided by this Agreement. 5. Personnel performing services hereunder shall be neat, clean and courteous, and Concessionaire shall not permit its agents, servants or employees so engaged to conduct business in a loud, noisy, boisterous, offensive or objectionable manner, or to solicit business outside the space assigned in any manner whatsoever except through the use of signs constructed and maintained in accordance with this Agreement. 6. Concessionaire shall abide by and be subject to all lawful ordinances, and regulations which are now, or may from time to time be promulgated by Commission

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concerning management, operation or use of the Airport. 7. Concessionaire will keep, or cause to be kept, true, accurate and complete records of business conducted hereunder, and Concessionaire further agrees that Commission shall have the right, through its duly authorized agents or representatives to examine all pertinent records at any and all reasonable times for the purpose of determining the accuracy of the reports required to be made by Concessionaire. Concessionaire further agrees that it will use rental agreements that are numbered in series and that copies of each of these rental agreements numbered in series will be available for inspection by the Airport business offices on request. 8. Concessionaire will meet all expenses in connection with the use of the Premises hereunder and the rights and privileges herein granted, including without limitation by reason of enumeration, taxes, permit fees, license fees and assessments lawfully levied or assessed upon Concessionaire's property or upon its use or possession of the Premises or structures and improvements at any time situated thereon, and that it will secure all such permits and licenses. Concessionaire may, however, at its sole cost and expense, protest any tax, levy, assessment or other charge. 9. Concessionaire will furnish, install, operate and maintain the installation provided hereunder and keep the same as well as the Premises made available to it and the furniture, fixtures and equipment installed therein and thereon, all in good order, condition and repair, and upon termination of this Agreement will deliver up the Premises in question to Commission in good order, condition and repair, reasonable wear and tear and other casualty excepted. 10. Concessionaire will not engage in any activity on said Premises other than those hereinbefore specifically set forth. 11. The Concessionaire shall furnish said service on a fair, equal, and non-discriminatory basis to all users thereof. Concessionaire will not on the grounds of race, color or national origin discriminate or permit discrimination against any person or group of persons in any manner prohibited by Federal Aviation Regulations and Title VI of the Civil Rights Act of 1964. 12. Concessionaire shall charge fair, reasonable and non-discriminatory prices for each unit of sale or service; provided that the Concessionaire may be allowed to make reasonable and non-discriminatory discounts, rebates and other similar types of price reduction to volume purchases. 13. This Agreement shall be non-exclusive and subordinate to the provisions of any existing or future agreement between the Commission and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport.

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14. The Concessionaire, in common with other concessionaires, shall be responsible for the general maintenance (including snow removal), cleanliness and control of the Ready/Return lot. 15. This Agreement is subject to the requirements of the U.S. Department of Transportation’s regulations, Title 49 Code of Federal Regulations Part 23. The Concessionaire agrees that it will not discriminate against any business owner because of the owner’s race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The Concessionaire agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters into, and cause those businesses to similarly include the statements in further agreements. 16. The Concessionaire hereby grants to the Commission the right to audit Concessionaire's books and records for its operation at the Airport and agrees to make available to the Commission, or its authorized representative, at any time upon reasonable notice, Monday through Friday inclusive, between the hours of 9:00 a.m. and 5:00 p.m., either at its Airport office or its home office, at the Commission's election, all records, record books, and pertinent information as may be required for audit purposes. If such an inspection is made by said authorized representatives and it is determined as a result thereof that Concessionaire has underpaid the Commission by more than five percent (5%) of the amount to which it is entitled under Article 5 hereof, Concessionaire shall reimburse the Commission for its reasonable costs of making such inspection of said books and records, and this obligation of reimbursement shall be in addition to the obligation to pay any discovered underpayment. If an inspection determines that Concessionaire has underpaid the Commission by less than five (5%) percent of the amount to which it is entitled under the Agreement, Concessionaire shall reimburse the Commission the amount which it underpaid. Termination of this Agreement for fraud shall not serve to nullify such obligation.

Article 6 Covenants of Commission

Commission hereby covenants and agrees that it shall take appropriate action within its authority to protect the rights and privileges demised and granted to the automobile rental Concessionaire or concessionaires under this and similar agreements. Commission agrees that it will not authorize or knowingly permit the solicitation or transaction of automobile rental business on the Airport premises, including but not limited to advertising displays; by any person or organization whatsoever, other than the said automobile rental concessionaires. Commission further agrees to instruct all of its employees and all concessionaires having contact or dealing in any way with members of the general public on the Airport: (1) to refer all requests for automobile rental services to one of the said authorized automobile rental services for which the customer shall indicate a preference, and to no other, and (2) to refer requests for automobile rental services where no preference is indicated only to the Airport automobile rental

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concessionaires located in the terminal building without favoring one over the other. Nothing in this article shall entitle Concessionaire to damages in the event Commission fails to enforce strict compliance with this provision. Article 7 Indemnity and Insurance 1. Concessionaire shall keep and hold harmless Commission from and against any and all claims, demands, suits, judgments, costs and expenses asserted by any person or persons, including officers, directors, agents or employees of Commission or Concessionaire, by reason of death or injury to persons, or loss or damage to property, resulting from Concessionaire's operations hereunder, or sustained in or upon the Premises as the result of anything claimed to be done or omitted to be done by Concessionaire hereunder. Concessionaire shall not be required to hold the Commission harmless from any act of negligence of the Commission or its employees. Noting in this Agreement shall be construed to preclude, encumber or limit in any manner whatsoever, the Commission’s rights, protections and privileges under governmental immunity, including the right to assert same in defense of any claim. 2. Concessionaire shall obtain and maintain continuously in effect at all times during the term hereof, at Concessionaire's sole expense, general liability insurance protecting Commission and owners against liability which may accrue against Commission or owners by reason of Concessionaire's wrongful conduct incident to the use of the Premises or resulting from any accidents occurring on or about the roads, driveways, or other public places used by Concessionaire at the Airport in the operations hereunder caused or arising out of any wrongful act or omission by Concessionaire. Such insurance shall provide minimum liability limits of $1,000,000.00 for bodily injury to or death of any one person in any one accident; $2,000,000.00 for bodily injury to or death of two or more persons in any one accident; and $100,000.00 for damage to property in any one accident, and shall name Commission, its’ officers, directors, agents and employees as an additional insured thereunder. Concessionaire shall also, without cost to Commission, obtain and maintain, during the term hereof, automobile liability insurance covering the operation of rental automobiles hereunder with minimum liability limits of $1,000,000 for bodily injury to or death of any one person in any one accident; $2,000,000.00 for bodily injury to or death of two or more persons in any one accident; and $100,000.00 for damage to property in any one accident. Concessionaire shall upon written request provide certificates evidencing all such insurance to Commission. Concessionaire shall furnish to the Commission satisfactory evidence that it carries workers' compensation insurance in accordance with the laws of the State of Michigan. 3. Commission agrees to notify Concessionaire in writing as soon as practicable of any claim, demand or action arising out of an occurrence covered hereunder, and to cooperate with Concessionaire in the investigation and defense thereof.

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Article 8 Cancellation by Commission

This Agreement and all rights, interests, covenants, and obligations created hereunder may be terminated by Commission upon written notice to Concessionaire upon or after the happening of any one of the following events: 1. Default by Concessionaire in the performance of any term, covenant or condition to be performed by Concessionaire hereunder, and such default is not remedied within thirty (30) days from and after written notice to it by the Commission of such default. The acceptance of any monies by Commission after default shall not be deemed to have waived the right of termination by Commission nor shall Commission be stopped from evicting Concessionaire from the Premises and terminating this Agreement. 2. Concessionaire shall (1) make an assignment for the benefit of creditors, (2) file a voluntary petition in bankruptcy or consent to the appointment of a receiver of its property, or (3) be adjudged bankrupt.

Article 9 Cancellation by Concessionaire

This Agreement and all rights, interests, covenants and obligations created hereunder may be terminated by Concessionaire upon or after the happening of any one of the following events: 1. Default by Commission in the performance of any covenant or agreement herein required to be performed by Commission and the failure of Commission to remedy such default for a period of thirty (30) days after receipt from Concessionaire of written notice to remedy the same; provided, however, that no notice of cancellation, as above provided, shall be of any force or effect if Commission shall have remedied the default prior to receipt of Concessionaire's notice of cancellation. 2. Issuance by any court of competent jurisdiction of an injunction preventing or restraining the use of the terminal in such a manner and to such an extent as to materially interfere with the operation of Concessionaire's automobile rental concession and the remaining in force of such injunction for a period of at least ninety (90) days. 3. Inability of Concessionaire to use, for a period in excess of sixty (60) days, the terminal building or any of the premises, facilities, rights, services or privileges leased to Concessionaire hereunder, because of fire, explosion, earthquake, other casualty, or acts of God or the public enemy provided that same is not caused by negligence or willful acts or failure to act on part of Concessionaire. 4. Lawful assumption by the United States Government or any authorized agency thereof of the operation, control or use of the Airport and facilities in such a manner and to such extent as to materially interfere with the operation of Concessionaire's

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automobile rental concession for a period of at least sixty (60) days.

Article 10 Survival of the Obligations of the Concessionaire

1. In the event that this Agreement shall have been terminated in accordance with the provisions of Article 8, all the obligations of the Concessionaire under this Agreement shall survive such termination and shall remain in full force and effect for the full term of this Agreement, and the amount or amounts of damages or deficiency shall become due and payable to the Commission to the same extent, at the same time or times, and in the same manner as if no termination had taken place. The Commission may maintain separate actions to recover the damage or deficiency then due or at its option and at any time may accelerate the remaining balance due and sue to recover the full deficiency less the proper discount, for the entire unexpired term of this Agreement. 2. The amount of damages for the period of time subsequent to termination on account of the Concessionaire's rental obligations, shall be the sum of the following: a. The amount of the total of all installments of rents, fees and charges less the installments thereof paid prior to the effective date of termination except that the credit to be allowed for the installment payable on the first (1st) day of the month in which the termination is effective shall be prorated for the part of the month the Agreement remains in effect on the basis of the total days in the month; and b. An amount equal to all expenses incurred by the Commission, and not reimbursed in connection with regaining possession, restoring the Premises, acquiring a new Agreement for the Premises, legal expenses (including but not limited to attorney fees), and putting the Premises in order. 3. There shall be credited to the account of the Concessionaire against its survived obligations hereunder; a) the amount actually received from any Concessionaire, licensee, permittee or other occupier in connection with the use of the said Premises or portion thereof during the balance of the term of use and occupancy as the same is originally stated in this Agreement and, b) the market value of the occupancy of such portion of the Premises as the Commission may itself during such period actually use and occupy. No such use and occupancy shall be or be construed to be an acceptance of a surrender of the Premises, nor shall such use and occupancy constitute a waiver of any rights of the Commission hereunder. The Commission will use reasonable efforts to mitigate damages to Concessionaire under this Article. Article 11 Use Subsequent to Cancellation or Termination 1. The Commission, upon termination or cancellation pursuant to Article 8 hereof, may occupy the Premises or may enter into an agreement with another concessionaire, and

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shall have the right to permit any person, firm or corporation to enter upon the Premises and use the same. Such use may be of part of the Premises, or of the entire Premises, together with other premises, and for a period of time the same as or different from the balance of the term hereunder remaining, and on terms and conditions the same as or different from those set forth in this Agreement. 2. The Commission shall also, upon said termination or cancellation have the right to repair and to make structural or other changes in the Premises, including changes which alter its character and the suitability thereof for the purposes of the Concessionaire under this Agreement, without affecting, altering or diminishing the obligations of the Concessionaire hereunder, provided, that any structural changes shall not be at Concessionaire's expense.

Article 12 Rights of Entry Reserved 1. The Commission, by its officers, employees, agents and contractors, shall have the right at all reasonable times to enter upon the Premises whether in exclusive or joint use areas for purposes of inspection and for other purposes permitted by this Agreement. 2. Without limiting the generality of the foregoing, the Commission, by its officers, employees, agents, contractors and furnishers of utilities and other services, shall have the right at its own cost and expense, whether for its own benefit, or for the benefit of others to maintain existing and future mechanical, electrical and other utility systems and to enter upon the Premises at all reasonable times to make such repairs, replacements or alterations thereto, as may, in the opinion of the Commission, be necessary or advisable, and from time to time to construct or install over, in or under the Premises, such systems or parts thereof and, in connection with such maintenance, use the Premises for access to other areas of the Airport otherwise not conveniently accessible, provided, however, that in the exercise of such right of access, repair, alteration or new construction, the Commission shall not unreasonably interfere with Concessionaire's operations or use of the Premises. 3. Any use by the Commission of the Premises for access, repair, alteration or new construction shall be performed by the Commission with reasonable dispatch and the Premises shall be left in as good order and condition as it was prior to commencement of the work.

Article 13 Successors and Assigns

1. All the Covenants, stipulations and agreements in this Agreement shall extend to and bind the legal representatives, successors and assigns of the respective parties hereto. 2. It is expressly agreed and understood that any and all obligations of

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Concessionaire hereunder may be fulfilled or discharged either by Concessionaire or by a licensee member appointed thereto by Concessionaire, and that any and all privileges of every kind granted Concessionaire hereunder may extend to and be enjoyed by such licensee; provided, however, that notwithstanding the method of operation employed by Concessionaire hereunder, Concessionaire shall continue always to remain directly liable to Commission for the performance of all terms and conditions of this Agreement. Except as hereinabove set out the Premises may not be sublet, in whole or part, and Concessionaire shall not assign this Agreement without prior written consent of Commission, nor permit any transfer by operation of law of Concessionaire's interest created hereby, other than by merger or consolidation.

Article 14 Term of Agreement

1. Subject to earlier termination as herein provided, this Agreement shall be effective on the date of beneficial occupancy of the new Passenger Terminal, and terminate on January 31, 2018. 2. In the event that the Concessionaire, or its successor in interest, if any, shall remain beyond the term hereof, without the express written permission of the Commission, it is the intention of the parties and it is hereby agreed that a tenancy from month-to-month shall then arise subject to all the terms and conditions of this Agreement except that the Commission shall, from that time forward, have the sole right to determine the fees for any additional period.

Article 15 Notices

Any notice or other communication to Commission or Concessionaire pursuant hereto shall be deemed validly given, served or delivered upon deposit in the United States mail, registered and with proper postage and registration fee prepaid, addressed as follows: To Commission: MBS International Airport Commission

Attention: Airport Manager 8500 Garfield Road, Suite 101 Freeland, MI 48623

To Concessionaire: or to such other address as the addressee may designate by written notice to the other party delivered in accordance with the provisions of this article.

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Article 16 Taxes, Licenses, Debts and Liens

1. The Concessionaire shall promptly pay, when due, any and all taxes or assessments which may be assessed upon the Premises or its property located at the Airport. 2. The Concessionaire shall promptly pay, when due, all taxes, license fees and permit fees applicable to its business and acquire and keep current all licenses, municipal, state and federal, required as a result of its operations at the Airport. 3. The Concessionaire shall promptly pay, when due, all bills, debts and obligations incurred by Concessionaire in connection with its operations or activities at the Airport. 4. The Concessionaire shall have no power to do any act or make any contract which may create any lien, mortgage, or other encumbrance upon an interest of the Commission in the Airport Premises or the buildings, or improvements thereon. If, because of any act or omission (or alleged act or omission) of Concessionaire, any mechanic's or other lien is filed against the Premises, any improvements thereon, or against the Commission (whether or not such lien, charge or order is valid or enforceable as such), Concessionaire shall, at its cost and expense, cause the same to be canceled and discharged of record or bonded within ten days after notice to Concessionaire of the filing thereof; and, the Concessionaire shall indemnify, defend, and save the Commission harmless against all costs, expenses, liabilities, losses, damages, suits, fines, penalties, claims and demands, including reasonable attorney fees, resulting therefrom. If Concessionaire fails to have the lien canceled, discharged, or bonded as aforesaid, then the Commission may, after serving twenty-four hours notice on Concessionaire, pay the amount of said lien, or discharge the same by depositing or filing the bond required by law, and may pay any judgment recovered under such claim. The amount or amounts so paid or deposited, and all expenses incurred, including attorney's fees, shall, at the option of the Commission, be deemed additional rent and added by the Commission to the next or any subsequent installment of rent hereunder, and the Commission at its option shall have the same remedies for the nonpayment thereof as for the nonpayment of rent reserved.

Article 17 Conformity with Laws, Ordinances, Rules and Regulations

1. From time to time the Commission may adopt and enforce rules and regulations with respect to the occupancy and use of the Airport. The Concessionaire agrees to observe and obey any and all such rules and regulations and all other federal, state and municipal rules, regulations, laws and ordinances and to require its officers, agents, employees, contractors, and suppliers, to observe and obey the same. The Commission reserves the right to deny access to the Airport and its facilities to any person, firm or corporation that fails or refuses to obey and comply with such rules, regulations or laws and ordinances. The Concessionaire shall be liable for any and all

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fines and penalties assessed against the Commission as a result of actions or omissions by the Concessionaire, its employees, agents, representatives or contractors. 2. The Concessionaire shall indemnify, defend and hold harmless the Commission, its officers, directors, agents and employees from any and all claims, liabilities, damages, losses, fines, penalties, or expenses, including costs of suit and attorney fees, which any or all of them may hereafter incur, be responsible for, or pay out arising out of the violation of any federal, state, or local law, ordinance, rules or regulations by said Concessionaire, its agents, employees, representatives or contractors. Article 18 General Provisions 1. The Commission reserves the right to further develop or improve the Airport as it sees fit. 2. The Commission reserves the right to maintain and keep in repair the landing area and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Concessionaire in this regard. 3. During a time of war or national emergency, the Commission shall have the right to lease the landing area or any part of the Airport to the United States Government for military or naval use, and, if such lease is executed, the provisions of this Agreement, insofar as they are inconsistent with the provisions of the Lease to the government, shall be suspended. 4. The Commission reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Concessionaire from erecting, or permitting to be erected, any building or any other structure on, or adjacent to, the Airport, which, in the opinion of the Commission, would limit the usefulness of the Airport or constitute a hazard to air navigation, as determined by the appropriate federal rules and regulations including, but not limited to, 14 CFR Part 77. 5. Waivers. Failure by the Commission to insist upon the strict performance by the Concessionaire of any of the terms or conditions herein contained shall not constitute a waiver of the Commission's right to thereafter enforce any such term or condition, but the same shall continue in full force and effect. The exercise of any right to terminate arising under this Agreement shall not operate to deprive the Commission of any co-existing right to seek damages or other remedies arising from the defaults of the Concessionaire. 6. The acceptance of rents or fees or the continued performance by the Commission of its obligations under this Agreement after a default by the Concessionaire in its performance of any of its obligations under this Agreement shall not be deemed a waiver of the Commission's right to terminate this Agreement for such default other than a default in the payment of rents or fees which are subsequently accepted by the Commission.

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7. Applicable Law. This Agreement shall be performable and enforceable in Saginaw County Michigan, and shall be construed in accordance with the laws of the State of Michigan. 8. This Agreement is made for the sole and exclusive benefit of the Commission and the Concessionaire, their successors and assigns, and is not made for the benefit of any third party. 9. In the event of any ambiguity in any of the terms of this Agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 10. The titles of the several Articles of this Agreement are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms and provisions hereof, or the interpretation or construction thereof. 11. Nothing herein contained shall create or be construed to create a co-partnership or joint venture between the Commission and the Concessionaire or to constitute the Concessionaire an agent of the Commission. The Commission and the Concessionaire each expressly disclaim the existence of such a relationship between them. 12. Quiet Enjoyment. The Commission agrees that, on payment of the rents, fees, charges, licenses and taxes provided for in this Agreement and the performance of the covenants and agreements on the part of the Concessionaire to be performed pursuant to this Agreement, the Concessionaire shall peaceably have the Premises subject to the provisions of this Agreement. 13. Invalid Provisions. In the event any covenant, condition or provision contained in this Agreement is held to be invalid by any Court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenants, conditions or provisions contained in this Agreement; provided that the invalidity of such covenant, condition or provision does not materially prejudice either the Commission or the Concessionaire in its respective rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 14. Interpretation of Agreement. Nothing in this Agreement shall be construed or interpreted in any manner whatsoever as limiting, relinquishing or waiving any right of ownership enjoyed by the Commission in the Airport property, or in any manner waiving or limiting the Commission's control over the management, operation, or maintenance of the Airport property, except as specifically provided for in this Agreement, or in any manner impairing the governmental rights of the Commission. 15. Force Majeure. Neither the Commission or Concessionaire shall be deemed to be in violation of this Agreement for failure to perform any of its obligations hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages or materials, acts

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of God, acts of the public enemy, acts of public authority, flight restrictions, weather conditions, riots, rebellion, accidents, sabotage or any other events, conditions or circumstances for which it is not responsible and/or which are not within its control. 16. Conflict of Interest. The Concessionaire must disclose in writing the nature and existence of any relationship involving Concessionaire and the Commission that, in Concessionaires opinion, will or possibly may affect the independent professional judgment of the Concessionaire as it relates to its affairs with the Commission.

Article 19 Entire Agreement

1. This Agreement consists of Articles 1 to 19, inclusive, and Exhibits A and, B. 2. The parties agree that this Agreement forms the entire agreement of the parties hereto and may not be changed, modified, discharged or extended except by written instrument duly executed by the Commission and the Concessionaire. The parties agree that no other representations or agreements shall be binding upon the Commission or the Concessionaire unless expressly provided for in this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty authorized officers and their respective seals to be hereunto affixed this day of , . ATTEST: MBS INTERNATIONAL AIRPORT COMMISSION BY: ATTEST: ______________________________ BY: