ࡱ> }z{|#` nbjbj\.\. 4>D>DD)& & & & & & & : kkk8kl&l: `nnnnnTuTuTu$chˣ& ͈uu@͈͈& & nn'|UUU͈d& n& nU͈UUbd$& & 4nm pTk1XVT`ޝVMhM4M& 4dTu&{(UNT+TuTuTudTuTuTu͈͈͈͈: : : D_~j: : : ~j: : : & & & & & &  INTERIM CONCESSION AND LEASE OF PREMISES AGREEMENT FOR RENTAL CAR CONCESSION AT KANSAS CITY INTERNATIONAL AIRPORT This INTERIM CONCESSION AND LEASE OF PREMISES AGREEMENT FOR RENTAL CAR CONCESSION AT KANSAS CITY INTERNATIONAL AIRPORT (Agreement) is made by and between the CITY OF KANSAS CITY, MISSOURI (City), a municipal corporation of the State of Missouri, and DFC ENTERPRISES, INC., d/b/a PAYLESS CAR RENTAL, INC. (Company). RECITALS WHEREAS, City owns, controls, operates and maintains a municipal airport known as KANSAS CITY INTERNATIONAL AIRPORT, in the City of Kansas City, Platte County, Missouri (Airport), with the power to grant rights and privileges with respect thereto; and WHEREAS, passenger automobile rental services at the Airport are essential for proper accommodation of passengers arriving at and departing from the Airport; and WHEREAS, Company is fully qualified to conduct a rental car concession and currently offers passenger automobile rental services at the Airport under the provisions of a concession agreement dated May 24, 2000; and WHEREAS, City desires to provide for the establishment and operation of a Consolidated Rental Car Facility (Consolidated Facilities) as defined in Article I herein, that will be ready for occupancy on or about May 1, 2007, for the service to and convenience of the traveling public; and WHEREAS, Company desires to continue to conduct a rental car concession from its existing facilities located on the Airport under this Agreement until said Consolidated Facilities are ready for beneficial occupancy; and WHEREAS, the City has issued and intends to issue one or more additional series of general airport subordinated revenue bonds to fund a portion of the costs of the Consolidated Facilities and has implemented a Customer Facility Charge which is presently being collected and remitted by Company, as a means for repayment of such general airport subordinated revenue bonds. NOW, THEREFORE, for and in consideration of the privileges, premises, mutual covenants and agreements herein contained, City and Company agree, for themselves, their successors and assigns, as follows: ARTICLE I DEFINITIONS The following terms and phrases have the following meanings for purposes of this Agreement: Agreement Means the terms and conditions of this Interim Concession and Lease of Premises Agreement for Rental Car Concession at Kansas City International Airport between the Company and the City. Agreement Year Means each twelve-month period beginning with the Contract Date. Airport Means the Kansas City International Airport, as it currently exists or as it may exist in the future throughout the term of this Agreement. Airport Patron Means any person or party, who arrives at the Companys Leased Premises for the purpose of renting a Rental Car from the Company. Authorized Company Representative Means a Company officer or other such employee having authority to speak for and obligate the Company. Beneficial Occupancy Means the Consolidated Facilities are functionally operational based upon written notice from the Director to the Company to the effect that (i) all necessary occupancy permits have been obtained; (ii) a reasonable period of time has been provided to the Company for operational testing of the Consolidated Facilities; and (iii) the Consolidated Facilities are made available to the Company in a manner consistent with their intended use. City Means the City of Kansas City, Missouri. Consolidated Facilities Means the new consolidated rental car facilities to be constructed, which include the following components: (i) a customer service building containing customer service areas and rental car company administration areas; (ii) ready/return rental car parking areas; (iii) individual rental car company maintenance/storage facilities; (iv) certain infrastructure improvements to property, such as roadway improvements related to the construction and operation of such facilities; and (v) a common transportation system which will include either an automated people mover system or shuttle buses and any associated maintenance facilities. Contract Date Means the date this Agreement is fully executed by the respective parties. Customer Facility Charge or CFC Means the amount to be collected per Transaction Day pursuant to each motor vehicle rental contract entered into by Company through its operations at the Airport and remitted to the City or its designee by the Company in accordance with Article IV of this Agreement. The Customer Facility Charge may include a separate Transportation Fee. Date of Beneficial Occupancy Means the date the Consolidated Facilities are functionally operational based upon written notice from the Director to the Company to the effect that (i) all necessary occupancy permits have been obtained; (ii) a reasonable period of time has been provided to the Company for operational testing of the Consolidated Facilities; and (iii) the Consolidated Facilities are made available to the Company in a manner consistent with their intended use. Department Means Citys Department of Aviation. Director Means the Director of Citys Department of Aviation. FAA Means the Federal Aviation Administration. Gross Revenues Means all revenues received, excluding the CFC, that Company receives in cash or credit under rental car agreements it secures through its operations at the Airport or derives from the rental of Rental Cars to persons picked up at the Airport by the Company: Except as otherwise provided below, Gross Revenues at a minimum includes: a. All time, mileage and other miscellaneous charges due and payable to Company from the operation of its automobile rental service at the Airport; b. All such charges on all Rental Cars rented at, or taken by a patron from, the Airport, regardless of which Companys stations or establishments receives the Rental Car or the rent therefore upon return of the Rental Car by the patron; c. All such charges on Rental Cars taken by the patron in exchange for a vehicle originally rented at, or taken by a patron from, the Airport; d. Net fees generated from the sale to patrons of general liability insurance and personal property insurance, such net fees to be determined as the difference between the actual selling price to patrons and the actual cost to Company for the purchase of general liability and personal property insurance from a provider of such insurance coverage, plus any surcharges imposed by Company; e. Net fees generated from the rental or sale of mobile telephone service, such net fees to be determined as the difference between the actual selling price to patrons and the actual cost to Company for the purchase of mobile telephone service from a provider of such services, plus any surcharges imposed by Company; f. Monies received through patron charges for the privilege of renting a vehicle at Companys on-Airport location and returning the Rental Car at an off-Airport location, also known as drop-charge or inter-city fee; Fees generated from services provided Airport Patrons pursuant to contracts between the Company and other Airport tenants, users, or third parties operating at or through the Airport; h. Net Fuel Sales, which for the purposes of this Agreement will be equal to 10% of total annual gross fuel sales; and i. Other fees charged by the Company for the rental of items such as infant car seats, electronic mapping systems, ski racks, etc. Except insofar as a tax is separately stated as a tax and collected from the Companys Airport Patrons, and only insofar as the tax represents the amount actually levied by and paid to the taxing authority, as provided in subsection c below, there must be no deductions made to Gross Revenues for the payment of franchise taxes, sales and excise taxes, or taxes levied on concession activities, facilities, equipment, or real or personal property of Company. Gross Revenues does not include: Sums recovered by Company from insurance or otherwise for personal accidents, for damage to Rental Cars or other property or for theft, conversion or abandonment of its Rental Cars; Sums charged to patrons by Company for waiver by Company of its rights to recover loss or damages from its patrons for damage to or destruction of the Rental Cars; Any tax separately stated as a tax and collected from Companys patrons, in an amount that actually has been levied by and paid to any competent governmental authority; Proceeds and sums received by the Company from the collection of the CFC; and Concession fees recovered by the Company from Airport Patrons. Ground Means the parcel or parcels of real property legally described and generally depicted in Exhibit A attached hereto containing approximately 32,881 square feet. The City expressly reserves from the Ground (i) all oil, gas and other mineral rights and water rights and (ii) public right of flight through the air space above the Ground. Ground Rentals Means the payments to be made by the Company for the Leased Premises pursuant to Article IV Section 402 of this Agreement. Independent Consultant Means any professional organization, firm or individual hired by the City to perform financial and/or auditing services relating to the analysis and verification of the required level of CFC to be established or amounts of CFC revenues collected. Leased Premises Means the Ground and facilities leased to the Company as depicted on Exhibit A. Past Due Interest Rate Means interest accruing at 18% per annum based on a 365-day year, commencing on the fifth business day after the date such amount is due and owing until paid to the City. Percentage Fee Means a fee paid by Company to the Airport equal to 9% of Companys Gross Revenues. Previous Agreement Means the previous KCI Rent-A-Car Concession and Ground Lease and all amendments thereto entered into by Company at Airport on July 1, 2000 and expiring upon the commencement of this Agreement. Rental Cars Means motor vehicles designed primarily for the carriage of passengers and commonly classified as sedans, coupes, convertibles, station wagons, sports utility vehicles, passenger vans, Suburban-type vehicles or pick-up trucks rated one-ton or less that the Company owns, leases, rents, or intends to rent and are properly available, or will become available for rental as provided herein. Tenant Improvement Agreement Means the City of Kansas, Missouri Tenant Improvement Agreement. Term Means the term of this Agreement, as more specifically defined at Article III, Section 301. Terminal Buildings Means all the passenger terminal buildings at the Airport (including, without limitation, Terminals A, B and C and any additional buildings constructed in the future), serving the airlines, together with the adjacent curbs and roadways, as they now exist or as they may hereafter be reconstructed, modified, changed or developed. Transaction Means either (i) the execution of a contract for the rental of a Rental Car; (ii) the payment of funds or completion of a credit transaction for payment of such rental, or; (iii) delivery of a Rental Car to a commercial customer for rental use. Transaction Day Means each 25-hour period or portion thereof commencing at the time of rental of a Rental Car to a customer by the Company. Transportation Fee Means the amount to be collected per Transaction Day pursuant to each motor vehicle rental contract secured by Company through its operations at the Airport and remitted to the City or its designee by the Company in accordance with this Agreement. The fee will be used to pay a portion of the costs of the design, construction, acquisition, equipping, operating and maintaining an automated people mover system or dedicated shuttle bus system. If the proceeds of the transportation fee are not sufficient to pay for all such shuttle bus acquisition, operation and maintenance costs, then such excess costs shall be paid by the Companies. ARTICLE II COMPANYS RIGHTS, PRIVILEGES AND OBLIGATIONS Section 201: Companys Rights, Privileges and Obligations. Company must have the following rights, privileges and obligations in connection with this Agreement: A. The non-exclusive right, privilege and obligation to conduct a car rental business and incidental and related services at the Airport for the benefit and convenience of the patrons of the Airport in accordance with the terms and conditions of this Agreement. Such right, privilege and obligation will be fully and solely conducted from the Leased Premises. Company understands and agrees that it must not engage in any other business at the Leased Premises under this Agreement. B. The right, for itself, its agents, employees, patrons, suppliers and other persons doing business with Company, of ingress and egress to and from the Leased Premises over Airport roadways, including the use of roadways, subject only to law and to such reasonable rules and regulations governing the use of the Airport as the Director may establish. C. The obligation, where applicable, to hold a license, franchise, agency agreement or other form of consent from Company and to do business at the Airport under the trade name and style of that company. D. The obligation to withhold and pay directly to City all City earnings tax payable out of earnings from revenues generated under this Agreement by Company and the obligation to require by contract that its consultants, subconsultants, contractors or subcontractors pay such taxes directly to the City with regard to the total costs of the facilities improvements. Company must make such withholdings and payments conditions of all contracts entered into by Company in connection with revenue generated or work performed under the terms of this Agreement. Citys Division of Revenue must confirm such earnings tax payments made by Company, its consultants, subconsultants, contractors and subcontractors with regard to the total of facilities improvements. Section 202: Restrictions on Companys Operations. The following restrictions must apply to the conduct of Companys operations on the Airport: A. The rights granted to Company hereunder will be expressly limited to maintaining and operating a rental car business on the Airport and functions incidental and related thereto. Unless the Director gives prior written approval in each instance, Company must not engage in the maintenance, servicing or storage of Rental Cars not rented or returned to the Company at the Airport or the retail sale of vehicles to the public. C. Except where authorized by this Agreement or as authorized by the Director in writing, Company is prohibited from selling fuel to any person/entity not renting a Rental Car and from servicing, parking or storing any vehicles other than those Rental Cars used by Company in its business at the Airport. Should any such activities be approved and conducted, the gross receipts therefrom must be subject to payment by Company of the same percentage fee on Gross Revenues for on-Airport Rental Car concession operations as are established by this Agreement for all other sales and services of Company, or such other fee as the parties may agree upon by written amendment to this Agreement. D. City reserves the right to adopt, amend and enforce reasonable rules and regulations governing the Airport and the Leased Premises. Section 203: Citys Covenant Regarding More Favorable Terms. City agrees that, during the Term of this Agreement, it will use its best efforts to ensure that other on-Airport rental car companies are subject to the same material terms and conditions that are set forth in this Agreement; provided, however, that should the City be unsuccessful in such endeavor, the Company must have the benefit of such new material terms and conditions which must be deemed incorporated herein and become a part of this Agreement but only to the extent that such new material terms and conditions are beneficial to the Company. Section 204: Terminal Building Locations. The City has installed the existing telephone kiosks in Terminal Buildings A, B and C. The Company will have the right of free access to such kiosks for its employees, agents, guests, patrons and invitees until September 1, 2001, at such time the Company must contract with the Citys in-terminal advertising vendor to display any signs or literature and provide customer service telephone access. The Company must obtain the prior written consent of the Director before displaying any signs or literature on the existing telephone kiosks. Such signs and literature displays must conform to standards established by the Director and must be limited to the identification of services and products offered by the Company at the Airport. ARTICLE III TERM Section 301: Term. The Term of this Agreement will begin on June 1, 2005 and, unless terminated at an earlier date as provided herein, will continue until the Date of Beneficial Occupancy, or until June 30, 2007, whichever is earlier. Notwithstanding the above, this Agreement will become effective upon the execution by both parties hereto. Section 302: Cessation of Operation. Upon the Term's expiration, no notice to cease operations or to quit possession of the Leased Premises will be necessary. The Company covenants and agrees that at the Term's expiration or on the earlier termination thereof, as provided in this Agreement, it will peaceably surrender possession of the Leased Premises and any improvement thereon, in good condition, reasonable wear and tear, acts of God, and other casualties excepted, and City will have the right to take possession of the Leased Premises with or without due process of law within thirty days of such termination. Section 303: Execution of Concession Agreement and Special Facilities and Ground Lease for the Consolidated Facilities. Company covenants that it will execute a concession agreement and special facilities and ground lease for the Consolidated Facilities for an initial term of not less than ten years beginning on the Date of Beneficial Occupancy, provided that this Agreement is not terminated earlier as provided in Article XI herein. B. All prior leases and concession agreements (or permits), including this Agreement, executed between City and Company covering or pertaining to Leased Premises or other service site areas or space affording concession privileges at the Airport which have not been terminated previously are cancelled and terminated as of the Date of Beneficial Occupancy. Such cancellation and termination must not be construed as a waiver, relinquishment, or release of any claims, damages, liability, rights of action or causes of action either of the parties hereto may have against the other under such prior leases and agreements (or permits) that may have accrued before the Date of Beneficial Occupancy. C. If the Company occupies any areas or facilities on the Airport under the provisions of this or a prior agreement (or permit) with City in which the Company conducts rental car concession activities, the Company is required, and hereby agrees, to terminate all rental car operations from such areas or facilities on the Date of Beneficial Occupancy and to conduct all operations from the Consolidated Facilities, as described in this Agreement provided that Beneficial Occupancy occurs prior the Term's expiration. ARTICLE IV FEES AND CHARGES Section 401: Annual Concession Fee. For each year of the Term, Company covenants and agrees to pay an Annual Concession Fee which will consist of either (A) the Minimum Guarantee Fee defined herein as (1) $82,751 for Year One of the Agreement and (2) for Year Two and thereafter to be calculated as 80% of the total Percentage Fee paid by Company to the City in the preceding year or (B) a Percentage Fee, whichever amount is greater. Minimum Guarantee Fee The Minimum Guarantee Fee will be payable monthly, in advance, on the first day of the month, in the amount of one-twelfth of the annual amount during the Term of this Agreement. For a partial month, if applicable, Company must make payment on the Contract Date on a pro rata basis. Pro rata payments will be calculated by dividing the dollar amount of the annual Minimum Guarantee Fee by 365 days and multiplying that daily amount by the number of days in the partial month period. Percentage Fee The Percentage Fee will equal 9% of Companys Gross Revenues. The Percentage Fee will be payable monthly and will be comprised of the amount, if any, by which 9% of Companys Gross Revenues for the preceding calendar month exceeds the Minimum Guarantee Fee for that month. In the event that the Percentage Fee does not exceed the Minimum Guarantee Fee during any month of the Term hereof, no Percentage Fee will be due and payable for that month. If the aggregate Annual Concession Fee payments made for any Agreement Year exceeds the greater of: (1) the Minimum Guarantee Fee applicable to such year, or (2) 9% of Gross Revenues during such Agreement Year, the excess balance must be credited to Companys account and applied against one or more of the next succeeding monthly payments during the next ensuing Agreement Year, if there is one, as the City may elect. If the Agreement is terminated, City must repay such excess Annual Concession Fee payments to Company in lawful tender of the United States within 60 days of the date the Agreement was terminated. On or before the twentieth day of each calendar month during the Term of this Agreement, Company must submit to City two copies of a detailed statement of Gross Revenues (Statement). The Statement must be for the preceding calendar month and must show such reasonable details and breakdown as the Director may require. At a minimum, the Statement must identify the following by separate line item: Gross Revenues for the preceding calendar month. Calculation of the Percentage Fee amount owed to City for the preceding calendar month. An Authorized Company Representative must certify all Statements. If the twentieth of the month is a Saturday, Sunday or City holiday, the Statement must be due on the next succeeding business day. On or before the twentieth day of each calendar month during the Term of this Agreement, Company must pay to City, without demand or invoice therefore, the Percentage Fee due in accordance with Section 401(B), if any, for the previous month. Immediately upon Companys receipt of monies from its activities herein, the Percentage Fee or Minimum Guarantee Fee payable to City under the terms of this Agreement will be vested in and become the property of City, and Company must hold the monies in trust until they are delivered to City. Within ninety days following the close of each Agreement Year, Company must provide, at its sole cost and expense, an audit by an independent Certified Public Accountant, of monthly Gross Revenues. There shall be no limitation on the scope of the examination that would hinder the auditor in expressing an opinion as to the correctness and completeness of the reported Gross Revenues. The examination must include a schedule of Gross Revenue and fees per month of the Companys operations under this Agreement. Section 402: Ground Rentals. The Company agrees to pay to the City Ground Rentals, in the amount of $0.27 per square foot per annum for the 32,881 square feet of Leased Premises as indicated on Exhibit A in advance on or before the first day of the calendar month for which said Ground Rental is due. Commencing on June 1, 2005 and for the Term, the Company agrees to pay above Ground Rentals to the City in an amount equal to one-twelfth of the annual Ground Rentals for the Leased Premises. The Ground Rentals for any partial calendar month payable during the Term will be prorated. Pro-rata payments will be calculated by dividing the total annual Ground Rentals by 365 and multiplying that daily amount by the number of days in the partial month period. Exhibit A can be amended as required without further action by the City Council. Section 403: Utilities. The Company agrees to pay to the City, in advance on or before the tenth day of the month for which agreement term rent is due, an Electrical Usage Fee, in the amount of $600.00. The Company also agrees to mow the grass areas designed on Exhibit A. Section 404: Customer Facility Charges. The Company must collect from Airport customers entering into each motor vehicle rental agreement with the Company and remit to the City a Customer Facility Charge for each Transaction Day. The Customer Facility Charge must be shown as a separate line item on the Company's motor vehicle rental agreement. The Company agrees that it will not refer to the Customer Facility Charge in its motor vehicle rental agreement or otherwise as a City or Airport charge or tax. The amount of the Customer Facility Charge collected and remitted by the Company for each Transaction Day must be the same amount as the Customer Facility Charge collected and remitted by the other Companies pursuant to their respective concession agreements, which will be established and amended from time to time by the Director. The amount of the CFC must be established by the City in accordance with the City Ordinance No. 001518 enacted on November 16, 2000, which establishes such charge and will be used to fund the cost and related expenses of the Consolidated Facilities. Not later than the tenth day of each calendar month during the Term of this Agreement, the Company must remit to the City the Customer Facility Charges collected by the Company during the immediately preceding calendar month. The Company also agrees to furnish to the Director, in a form acceptable to the City not later than the tenth day of each calendar month during the Term of this Agreement, a true and correct statement of the Customer Facility Charges collected by the Company for the preceding calendar month signed by an Authorized Company Representative, together with all supporting documents and information reasonably requested by the City. The Company must maintain such books and records as will be sufficient to document the collection by the Company and the remittance to the City of all Customer Facility Charges required to be collected pursuant to this Agreement. The Company agrees to give the City access during reasonable hours to such books and records. The Company also agrees to provide, in writing, to the Independent Consultant by not later than __________ of each year, the following information: a. The Company's Transaction Days per calendar month for the preceding 12-calendar month period beginning on each January 1 and ending on each subsequent December 31 (a "Company Reporting Period") and; b. The total amount of the Customer Facility Charge proceeds per each calendar month remitted by the Company to the City during the Company Reporting Period. Such information must be provided by the Company to the Independent Consultant with the following certification by an Authorized Company Representative: "To the best of my knowledge, the information contained herein provided by the Company to the Independent Consultant is complete and accurate." The Customer Facility Charges collected by the Company must be accounted for separately on the Company's books of account. The Company agrees to maintain a separate account in which it will hold all CFCs owed under this section. The Company shall not commingle CFC revenue with any of its other revenue. The Customer Facility Charges collected by the Company will be regarded as trust funds held by the Company as an agent, for the beneficial interest of the City. All Customer Facility Charges collected and held by the Company are property in which the Company holds only a possessory interest and not an equitable interest. The Company is obligated to collect the Customer Facility Charges at the rate determined by the City in accordance with this Agreement. The Company covenants and agrees that it will not be entitled to any rights of offset or other reduction in the requirements herein. Section 405: Right to Conduct Business on Credit Basis. Company will have the right to conduct part of its operations on a credit basis; provided, however, that the risk of such operation must be borne solely by Company. Company must report all income, both cash and credit, in its monthly Statements of Gross Revenues. Section 406: Unpaid Fees. All unpaid fees due to City hereunder will bear a reasonable service charge per month equal to the Past Due Interest Rate if not paid and received by City within five business days following the due date. Company agrees that it must pay and discharge all reasonable costs and expenses, including reasonable attorneys fees, incurred or expended by City in the collection of delinquent amounts due. Section 407: Additional Fees and Charges. Company will pay additional fees and charges only under the following conditions: A. If City has paid any sum or sums, or has incurred any obligation or expense, which Company has agreed in writing to pay or to reimburse City; or B. If City is required or elects, in accordance with Article VII, to pay any sum or sums, or incur any obligation or expense, because of Companys failure, neglect or refusal to perform or fulfill any condition of this Agreement. Any payment of the above-described additional fees and charges must include all reasonable, interest, costs, damages and penalties incurred in connection with said fees and charges and may be added to any installment of future fees and charges due hereunder. Each and every part of such payment will be recoverable by City in the same manner and with like remedies as if it were originally a part of the fees or charges set forth herein. Section 408: Security Deposit. In order to guarantee the timely payment of all fees and charges, Company must remit to the City within ten business days of the date of execution of this Agreement by Company, a security deposit in an equal amount to Companys estimated Annual Concession Fee and Ground Rentals pursuant to this Agreement for three months (Rentals Security Deposit). Such deposit must be in the form of a payment bond or an irrevocable direct pay letter of credit expiring no earlier than the expiration date of this Agreement, from a bank acceptable to the City, cash or such other form of security as the City may deem acceptable. The foregoing notwithstanding, in the event that Company has both (i) been operating at the Airport for at least one year, and (ii) for the previous 12 months, been late no more than two times in making any payment to the City pursuant to this Agreement, then there will be no Rental Security Deposit requirement for Company, and in the event the City already has a Rentals Security Deposit for Company, the City must return to Company such security deposit; provided, however, that in the event that Company is thereafter delinquent in making any payments to the City, pursuant to this Agreement, more than two times in any 12- month period. Then the Rentals Security Deposit requirement set forth in subsection (A) above must be immediately reinstated and Company must remit the Rentals Security Deposit to the City within seven business days of receipt of written notice from the City of such delinquency. In addition, in the event that Company has both (i) been operating at the Airport for at least one year; and (ii) for the previous 12 months, been late no more than two times in making any payment to the City of Customer Facility Charges, then there will be no Customer Facility Charges Security Deposit requirement for Company and, in the event the City has on deposit a Customer Facility Charges Security Deposit for Company, the City must return to Company such deposit; provided, however, that in the event that Company is thereafter delinquent in any 12 month period more than two times in making any payment to the City of Customer Facility Charges, then the Customer Facility Charges Security Deposit requirement set forth in subsection (A) above must be immediately reinstated and Company must remit the Customer Facility Charge Security Deposit to the City within seven business days of receipt of written notice from the City of such delinquency. In the event that Company does not remit either its Rentals Security Deposit or its Customer Facility Charges Security Deposit in a timely manner, the City will be entitled to set-off the amount of the applicable security deposit to be reinstated against the next ensuing payments by the Company of Annual Concession Fees, Building Rentals, Ground Rentals and other fees and charges due under this Agreement until such security deposits are fully reinstated. At any time that (i) any of Companys Annual Concession Fees, Ground Rentals or any other amounts due hereunder are more than 30 days past due or (ii) Company fails to keep the Leased Premises and any interest therein and any improvements thereon free and clear of any and all liens in accordance with Article VI of this Agreement, the City, upon written notice to Company, will be entitled to apply any of the security deposits described above (Rental Security Deposit) to the payment of such unpaid amounts or to the costs of removal of such liens, as the case may be. In any such event, Company must again meet the security deposit requirements set forth above within seven business days from its receipt of such written notice; provided that if Company does not meet the security deposit requirements in a timely manner, the City will be entitled to offset the security deposit against the next ensuing payments by the Company of Annual Concession Fees, Ground Rentals and other fees and charges until such applicable portion of the security deposit is complete. Section 409: Place and Manner of Payments. Company must make payment in legal tender of the United States of America at the office of the City of Kansas City, Aviation Department, Lockbox, P.O. Box 210513, Kansas City, MO 64121-0513 or at such other place within the City of Kansas City, Missouri, as City may direct in writing to Company. Section 410: Retention of Records. Upon commencement of the Term, Company agrees that it will keep available at the Airport the books and records of accounts of Company for the last completed Agreement Year and the current Agreement Year, showing the information required under this Article IV or other similar article(s) contained in the Previous Agreement, relating to business conducted at the Airport, the deductions therefrom, and other pertinent information required by the provisions of this Article or other similar articles contained in the Previous Agreement. Books and records of accounts must be kept available for two additional twelve-month periods at a central Company location where Company customarily keeps its books and records. Companys obligation to retain such books and records is limited to the extent required under this Agreement and the Previous Agreement, until the Company retains sufficient books and records to meet the retention requirements stated above. Upon the Citys prior written notice such books and records of accounts must be accessible during regular business hours to City or its duly authorized agents or auditors only for the purpose of verifying compliance by Company with the terms of this Agreement and/or Previous Agreement. At the Citys request, Company will pay for the copying and delivery of all records and books requested by the City. In the event the City determines that the auditors need to travel to the Companys location where the books and records are kept, Company will pay for the reasonable and customary travel and other incidental costs incurred by the Citys auditors. Section 411: Independent Certified Public Accountants. Wherever the statement of an independent certified public accountant (CPA) is required, the parties agree that said CPA must not be a member of Companys staff. Section 412: Citys Right to Audit Statements and Reports. City must have the right to audit the statements and reports provided by Company in accordance with Article IV herein. Except as provided in Section 411 above, the cost of audit must be borne by City unless the audit reveals an underpayment of revenue, including CFC fees, to City by Company of 5% or greater, or if the audit reveals that the condition of the Companys records is such that the revenue due City cannot reasonably be properly determined. In the event of either condition described above, the reasonable cost of the audit, including any applicable travel costs, must be borne by the Company which must be payable within five business days of receipt of an invoice. ARTICLE V COMPANYS OPERATIONS Section 501: Use of the Leased Premises. The Company must use the Leased Premises only in the conduct of the rights and privileges granted to it herein and to: A. Prepare, fuel, store and maintain Rental Cars for delivery to the Companys Airport Patrons, provided that no major repair or maintenance work will be performed except within service facilities erected for the purpose and with associated equipment; B. Receive and serve the needs and requirements of its Airport Patrons who are either renting or returning Rental Cars which have been rented from Company; and C. House the Companys administrative and operations offices and the furnishing, equipment and records incidental to the conduct of the Companys Rental Car business at the Airport. The parking lots and driveways of the Leased Premises must be used only for the Companys Rental Cars and the private vehicles owned by the Companys employees. Section 502: Operational Rights. The operational rights granted herein must be used by the Company for the purpose of providing passenger automobile rental service and incidental and related services at the Airport, and for the purposes of arranging for such services for the public using the Airport, at destinations where automobile rental services are furnished by the Company. Section 503: Standards of Operations. The principal purposes of the Citys entering into this Agreement is to make the services which the Company is permitted to render hereunder available to the travelers and other Airport Patrons. The services herein stipulated to be in effect at the outset of the Term hereof and any other incidental and related services which the City reserves the right to require the Company to establish during the Term hereof are not intended to create equal competitive forces between the Company and other car rental Companies authorized to operate on the Airport. Rather, the minimum services stipulated or reserved for stipulation are established for the purpose of providing car rental services which are generally equal in quality for all Airport Patrons and air travelers without regard to which Terminal Buildings the individual may be seeking service from or to. Therefore, the Company covenants and agrees that it will perform the permitted services in a first-class manner by adhering to high standards of operations including but not limited to the following: The Company will utilize two or more telephone kiosk locations in each of the three Terminal Buildings and offer direct-line telephone communications with the Companys rental office on the Airport. The Company will be open for and will conduct business and furnish services 24 hours a day, seven days a week, or for such lesser hours and days at such locations on the Airport, as the Company and the Director must mutually agree upon as being sufficient to properly service the needs of the public. The Company will select and appoint a manager of the Companys operation at the Airport who must be a qualified and experienced manager or supervisor vested with full power and authority, with respect to the conduct of rental car operations at the Airport. Such manager or supervisor will be assigned to a duty station or office at the Airport where he will ordinarily be available during regular business hours; and, at all times during his absence, a responsible subordinate must be in charge and available at such duty station or office. The Company must furnish high quality, prompt and efficient service hereunder, adequate to meet all reasonable demands therefor at the Airport and must furnish said services on a fair, equal and non-discriminatory basis to all categories of users. The Company must provide in writing the then applicable prices and rates, which must be available at the Airport at all times for the use of the Companys customers. The Company must provide and maintain Rental Cars made available hereunder at the Companys sole expense, in good operative order, free from known mechanical defects, and in a clean, neat and attractive condition inside and outside. The Company must make available at the Airport only new and late model Rental Cars in such number as is required by the demand for same. A current copy of the rental agreement form covering the use of the Companys Rental Cars must at all times be available to the office of the Director. The Company covenants that it will take all reasonable measures in every proper manner to maintain, develop and increase the business conducted by it hereunder, and the Company must not divert or cause or allow any business to be diverted from the Airport by referral or any other method. Any action taken by the Company intentionally to induce its patrons to rent or receive Rental Cars in such a manner and at such places so as to diminish the Gross Revenue of the Company under this Agreement will constitute a material breach hereof and be cause for the termination of this Agreement by the City. The Companys personnel performing services hereunder to the Airport Patrons must be distinctively uniformed, neat, clean and courteous. The Company is hereby authorized to operate one or more courtesy vehicles for the benefit of its Airport Patrons, and will not be subject to the payment of any Airport permit fee for the operation thereof. ARTICLE VI IMPROVEMENTS Section 601: Construction by Company. Subject to the provisions of Article VI, the Company may construct on the Leased Premises such additional facilities as are required to store, fuel, service and lease Rental Cars to the public at the Airport. The Company must construct adequate service facilities to comply with the Citys requirement that no major maintenance of Rental Cars be performed out of doors. Areas of the Leased Premises in excess of the Companys immediate needs need not be improved beyond seeding and landscaping, as defined by the Citys reasonable design standards, but the Company agrees to maintain such areas. The parking of Rental Cars on unpaved land is prohibited; and all driveways and parking areas must be paved in accordance with standards promulgated by the City and available from the Director. Any construction, modifications, and/or improvements made by the Company must be completed in accordance with the Citys most current version of the Tenant Improvement Agreement. A sample is incorporated in this Agreement as Exhibit C. In such cases, where the language in this Agreement and the then-applicable Tenant Improvement Agreement conflict, the Tenant Improvement Agreement will supercede this Agreement, as it relates only to the construction, modifications and improvements being considered. Section 602: Preparation of Plans and Specifications. The Company must develop detailed drawings, plans and specifications for any improvements it intends to make to the Leased Premises. Section 603: Design Control. Prior to commencement of working drawings and specifications, the Company must submit to the Director, for review by the Citys Municipal Art Commission in accordance with Resolution No. 34541, all proposed design concepts, including architectural renderings showing appearance, types of materials and colors proposed for all improvements and equipment to be constructed or provided including, but not limited to, buildings, bridges, viaducts, approaches, gates, fences, landscaping, lamps, signs, marquees, outdoor works of art and other structures to be placed or erected upon the Leased Premises. Final plans and specifications for the construction and installation of the improvements and the equipment must be submitted to the Director for his written approval prior to commencement of construction or installation of said improvements and equipment. An outline of the design submission requirements, including design criteria and standards, will be furnished by the Director. Section 604: Setback. All buildings and structures must be set back in accordance with the Airport layout plan and plans applicable to the Leased Premises, and will be subject to the applicable building codes, zoning and general ordinances, rules and regulations of the City. Section 605: Federal Aviation Administration (FAA) Review. All preliminary plans, prior to commencement of working drawings and specifications, delivered to the Director in accordance with Section 603 will be submitted, by the City, for the review and approval of the FAA, as may be required. The preliminary plans must show plot plans, building and other structures, objects and facility location and their elevations, and must indicate proposed exterior materials and finishes on all structures and objects. It will be the responsibility of the Company to file all necessary alteration and construction forms with the Director for submission to the FAA for approval, as may be required. Section 606: Landscaping and Screening. The Company must provide and install landscaping and screening, including lawn, shrubbery, trees, bushes, vines and other plantings on the Leased Premises as a part of the construction. All proposed landscaping plans and screening designs must be submitted to the Director for review and approval. The Company further agrees to provide any further landscaping and fencing that may be required during the Term hereof by the Director for the purpose of screening from public view any area of the Leased Premises where Rental Car maintenance and preparation is conducted. Section 607: Contractors Liability Insurance. In any construction contract appertaining to improving and equipping the Leased Premises, the Company must require the contractor to insure the City, its City Council, and their respective officers, agents and employees, against the risk of claims and demands, just or unjust, by third persons against the City, its City Council and their respective officers, agents and employees, against and from all such claims and demands, with bodily injury limits of not less than $500,000 as to any one person and $1,000,000 as to any one occurrence, and with property damage limits of not less than $1,000,000 as to any one occurrence. Said insurance must be in a form agreeable to the City. Section 608: Certificates of Completion. Upon the completion of the facilities or other improvements on the Leased Premises, the Company must submit to the Director a copy of its acceptance letter certifying completion, and a certified copy of any certificate or permit which may be required by federal, state or local government or agency in connection with the completion or occupancy thereof by the Company. The Company must deliver to the City duplicate copies of as-built plans and specifications of its improvements on the Leased Premises within 30days after the date on which the Company has certified completion thereof. At the same time, the Company must, submit to the Director an itemized statement prepared and certified by the architect and engineer for the design and construction of the facilities and certified by an officer of the Company, showing the actual cost of such improvements, and must, if so requested by the City in writing, produce copies of all invoices and other records in connection therewith. Said itemized statement must, unless disputed in writing by the City within 60days next following receipt thereof from the Company, constitute prima facie evidence of the costs shown therein. Section 609: Title to Leased Premises and the Improvements. Title to the Leased Premises will at all times remain in the City. At the termination of this Agreement, title to the Companys leasehold improvements, excepting the Companys trade fixtures, equipment and other property brought, installed or placed by the Company in, on or about the Leased Premises will vest in the City, free and clear of all liens and encumbrances. Section 610: Mechanics and Materialmens Liens. The Company agrees not to permit any mechanics or materialmens or any other lien to be foreclosed upon the Leased Premises or any part or parcel thereof, or the improvements thereon, by reason of any work or labor performed or materials furnished by any laborer or material supplier or for any other reason. Section 611: Performance and Payment Bonds. In order to guarantee the completion of all improvements to the Leased Premises undertaken by the Company and the payment of all laborers and material suppliers, the Company must ensure that a performance and payment bond is furnished to the City in the full amount of any contract for such work. Said performance and payment bond must be in a form satisfactory to the City and must comply with the coverage requirements and conditions of Section 107.170 of the Revised Statutes of Missouri and Section 261 of the Charter of Kansas City. All sums derived from any performance and payment bond must be used for the completion of said improvements and the payment of laborers and material suppliers. ARTICLE VII USE AND MAINTENANCE OF LEASED PREMISES Section 701: Compliance with Laws and Regulations. The Company must comply with all statutes, laws, and ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, city, local and other governmental authorities, now or hereafter applicable to the Leased Premises or to any adjoining public ways, as to the manner of use or the condition of the Leased Premises and Companys improvements thereon or of adjoining public ways. Section 702: Interference to Air Navigation. The Company agrees that no obstruction to air navigation, as such are defined from time to time by application of the criteria of Part 77 of the Federal Aviation Regulations or subsequent and additional regulations of the Federal Aviation Administration, will be constructed or permitted to remain on the Leased Premises. Any obstructions must be removed by the Company at its sole expense. The Company agrees not to increase the height of any structure or objects or permit the growth of plantings of any kind or nature whatsoever that would interfere with the line of sight of the control tower and its operations. The Company further agrees not to install any structures, objects, machinery or equipment that would interfere with operation of navigation aids or that would interfere with the operation of safe and efficient operation of the Airport, or interfere with the operations of other tenants and users of the Airport. Section 703. The Companys Property. Any trade fixtures, equipment and other property brought, installed or placed by the Company in, on or about the Leased Premises will remain the property of the Company, except as otherwise provided herein; and the Company must have the right at any time during the Term hereof, when not in default hereunder, to remove any or all of its property, subject to the Companys obligation to repair all damage, if any, resulting from such removal. Section 704: Disposition of the Companys Property at End of Lease Term. All such trade fixtures, equipment and other property of the Company must be removed by the Company from the Leased Premises by the expiration or earlier termination hereof, provided that the Company may leave such fixtures and equipment on the Leased Premises for a period of time after the expiration or earlier termination, if the parties mutually agree. Section 705: Repairs and Maintenance. The cost of maintenance and repair of the Leased Premises and the Companys improvements and equipment thereon will be borne by the Company. If, during the Term hereof, it becomes necessary to perform maintenance on any part of the Leased Premises affecting runways, taxiways, roads, streets, or apron areas or areas affecting other tenants, or the public, the Company must first obtain the written consent of the Director and must, without cost or expense to the City, restore the affected area to the reasonable satisfaction of the Director. During the occupancy of the Leased Premises, the Company covenants and agrees without cost or expense to the City during the Term hereof: A. Good Condition. To keep all improvements in good and safe order and condition. B. Obstruction Lights. To provide and maintain obstruction lights and all similar equipment or devices now or at any time required by any applicable law or ordinance, or any municipal, state or federal regulation. C. Housekeeping of Premises. To provide for complete, proper and adequate sanitary handling and disposal, away from the Airport, of all trash, garbage, and other refuse caused as a result of the Companys operation; to provide and use suitable, covered metal receptacles, to be approved by the Director, for all garbage, trash, and other refuse on or about the Leased Premises; and not to pile boxes, cartons, crates, drums or the like on the outside of any building, or dump any waste matter of any nature, in a liquid state or otherwise, on the Leased Premises nor to contaminate the Citys sewers or the Airports drainage control reservoir. The Company agrees promptly to install, without cost or expense to the City, any other device or devices for the handling and disposition of refuse and all manner of waste (liquid or otherwise) as may be reasonably required by the City or the Director, from time to time of all Airport tenants, including the Company. D. Maintenance of Buildings and Structures. To maintain all buildings and structures to preclude exterior or interior damage from water or other elements. This requirement includes prompt replacement of broken windows, doors and locks with like materials. E. Policing of Premises. To keep all papers and debris picked up from the Leased Premises and to sweep the pavements thereon as often as necessary to keep them clean, and to keep all grass mowed, and shrubbery and other plantings pruned, trimmed and maintained to the reasonable satisfaction of the Director. F. Drainage Facilities. To establish a system of periodic inspection, cleaning, and maintenance to keep water-courses, catch basins and other drainage structures functioning at full design capacity. The Company will use its best efforts to pile removed snow in a location that will permit the water generated by the melting of snow piles to flow into the drainage system of the Leased Premises. G. Environmental Responsibilities. See Section 801. Section 706: Right to Enter, Inspect and Make Repairs. The City and its authorized officers, employees, agents, contractors, subcontractors and other representatives must have the right, upon written notice, (at such times as may be reasonable under the circumstances and with as little interruption of the Companys operations as is reasonably practicable) to enter upon and in the Leased Premises and the facilities for the following purposes: A. Inspection. To inspect such premises to determine whether Company has complied and is complying with the terms and conditions of this Agreement. B. Maintenance. To perform maintenance and make repairs in any case where the Company is obligated, but has failed to do so, after the City has given the Company reasonable notice to do so, in which event the Company must reimburse the City for the reasonable cost thereof promptly upon demand. Section 707: Signs. Except for those signs which the Director has approved prior to the execution of this Agreement, Company agrees that no signs, advertising displays, or exterior decorations will be painted on or erected in any manner on or near the Leased Premises without the prior written approval of the Citys Director, and that such signs must conform to the standards established by the Director with respect to wording, type, size, design, color and location. ARTICLE VIII COMPLIANCE WITH ENVIRONMENTAL LAWS AND REGULATIONS Section 801: Compliance With Environmental Laws and Regulations. A. Company hereby covenants and agrees to comply in all material respects with all-applicable Environmental Laws and Regulations in connection with its use and occupancy of the Leased Premises, or its operations of the Leased Premises. For purposes of this Agreement, Environmental Laws means and includes all Federal, state and local statutes, ordinances, regulations and rules relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. 7401 et seq.; the Clean Water Act, 33 U.S.C. 1251 et seq. and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), 7 U.S.C. 136 et seq.; the Noise Control Act, 42 U.S.C. 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; the Resource Conservation and Recovery Act (RCRA), 42 U.S.C. 6901 et seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42. U.S.C. 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and the Radon Gas and Indoor Air Quality Research Act; the Hazardous Material Transportation Act (49 U.S.C. 9601 et seq.); the Toxic Substances Control Act (TSCA), 15 U.S.C. 2601 et seq.; all Missouri State environmental protection, superlien and environmental clean-up statutes, with implementing regulations and guidelines and all local laws, regulations and ordinances insofar as they are equivalent or similar to and not preempted by Federal or state laws recited above or purport to regulate Hazardous Materials. B. Review of Environmental Documents. Company, at the written request of City, must make available for inspection and copying upon reasonable notice and at reasonable times, any or all of the documents and materials Company has prepared pursuant to any Environmental Law or submitted to any governmental regulatory agency; provided, that such documents and materials relate to environmental issues or Environmental Laws and are pertinent to the Airport or the Leased Premises. If any Environmental Law requires Company to file any notice or report of a release or threatened release of Hazardous Materials on, under or about the Leased Premises or Airport, Company must provide a copy of such report or notice to City. 1. Access for Environmental Inspection. City must have access to the Leased Premises upon reasonable notice to Company and at reasonable times, to inspect the same in order to confirm Company is using the Leased Premises in accordance with Environmental Laws. Qualified independent experts chosen by Company and subject to Citys approval will conduct any such inspections. Company must provide copies of reports from any such inspections to City upon receipt. To the extent permissible by law, the City agrees to maintain and protect the confidentiality and privileged nature of any such document provided to the City by the Company. 2. Environmental Noncompliance. If Company receives a notice of violation for an alleged failure to comply with an applicable Enviromental Law from the regulatory agency responsible for implementation of said Environmental Law, and Company fails to correct the alleged noncompliance within a reasonable period or does not appeal the Notice of Violation, then City, in addition to its rights and remedies provided elsewhere within this Agreement, may enter the Leased Premises upon reasonable written notice to Company and at reasonable times, and take all reasonable and necessary measures as required by Environmental Laws, at Companys expense, to ensure compliance with Environmental Laws. 3. Written Authorization Necessary to Store, Use or Dispose of Hazardous Materials. Company must not store, use or dispose of any Hazardous Materials on the Leased Premises, except those Hazardous Materials used in the ordinary course of car rental operations, unless Company first secures the written authorization of City and complies with any reasonable conditions City may impose, including the submission to City of all Material Safety Data Sheets for the Hazardous Materials to be stored. 4. Duty to Notify City. In the event of a release or threatened release of Hazardous Substances as defined under CERCLA into the environment relating to or arising out of Companys use or occupancy of the Leased Premises or in the event any written claim, demand, action or notice is made against Company regarding Companys failure or alleged failure to comply with any Environmental Laws, Company must notify City in writing and must provide City with copies of any written claims, demands, notices, or actions so made. 5. Environmental Remediation. Company must undertake such steps to remedy and remove any Hazardous Materials and any other environmental contamination that arises out of Companys use of the Leased Premises that are necessary and required by Environmental Laws to protect the public health and safety and the environment from actual or potential harm and to bring the Leased Premises into compliance with all Environmental Laws. Such work must be performed at Companys sole expense. Company must submit to City its proposed plan for completing such work at the time submitted to responsible regulatory agency. Upon reasonable written notice to Company, City must have the right to review and inspect all such work at any time using consultants and representatives of its choice. 6. National Emission Standards for Hazardous Air Pollutants. Company warrants that all planning, design, fabrication, installation, construction, start-up, testing, maintenance and repair work performed pursuant to this Agreement will be performed in accordance with any applicable National Emission Standards for Hazardous Air Pollutants (NESHAP), 40 C.F.R. 61.145. 7. Duty to Correct Hazardous or Potentially Hazardous Condition. If a condition of the Leased Premises or other City property caused as a result of Companys use of the Leased Premises is in violation of Environmental Laws, City may direct Company in writing to correct the condition as required by Environmental Laws, and Company, at its expense, must promptly comply with such reasonable directive. 8. Environmental Indemnification. In addition to the indemnification set forth elsewhere in this Agreement, Company hereby indemnifies and agrees to defend and hold harmless City, its agents, partner, officer, representatives and employees, from all costs, claims, demands, actions, liabilities, complaints, fines, citations, violations or notices of violation (Claims) arising from or attributable to: (i) the presence due to Companys handling, generation, manufacturing, processing, treating, storing, using, reusing, refining, recycling, reclaiming, blending or burning for energy recovery, incinerating, accumulating speculatively, transporting, transferring, disposing of or abandoning of Hazardous Materials (Management) at Airport or the subsurface thereof in excess of levels allowable by Environmental Laws or the violation of any Environmental Laws due to Companys Management (including, without limiting the generality thereof, any cost, claim, liability or defense expended in remediation required by a governmental authority, or by reason or any actual or threatened spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of Hazardous Materials into the environment (as environment is defined in CERCLA) in excess of levels allowable by Environmental Laws, due to Companys Management at Airport or violation of any Environmental Laws), or (ii) any material breach by Company of any of its warranties, representations or covenants in this Section. Company's obligations hereunder will survive the termination or expiration of this Agreement, and will not be affected in any way by the amount of or the absence in any case of covering insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under insurance policies affecting Airport or any part thereof, except that, in the event that City recovers funds from insurance carriers in connection with Claims associated with (i) and (ii) above, City may not recover the same funds from Company. 9. Hazardous Materials Definition. For purposes of this Section, the term Hazardous Materials means and includes the following: any hazardous substance as defined in any Environmental Law, including any Hazardous Waste as defined by the Missouri Hazardous Waste Management Law, MO.Rev.Stat. 260.350 to 260.480 and chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. 1910.1200 et seq. ARTICLE IX INDEMNIFICATION AND INSURANCE Section 901: Insurance. At all times during the Term hereof, Company, at its own expense, covenants and agrees to obtain and keep in force during the Term of this Agreement and with respect to its use and occupancy of the Leased Premises, a policy or policies of insurance as follows: General Liability Insurance. Company will cause City and Company to be insured on an occurrence basis, under policies no more restrictive than the standard form of comprehensive liability policy, against the claims of any and all persons for personal or bodily injury (including wrongful death) in a sum of not less than $250,000 for any one person, and not less than $2,000,000 for any one occurrence occurring at the Leased Premises or on the Airport or incidental to the operations of Company hereunder and not less than $100,000 for each occurrence of damage to the property of others. Such insurance must specifically insure the obligations of Company, under Section 907 hereof, to indemnify City. Insofar as said insurance provides protection against liability for damages to third parties for bodily injury, death and property damage, City must be included as a named insured; provided, however, such liability insurance coverage also must extend to damage, destruction and injury to City-owned or leased property and City personnel caused by, or resulting from, the work, acts, operations or omissions of Company, its officers, agents, employees and independent contractors on the Airport. City will have no liability for any premiums charged for such coverage. The inclusion of City as a named insured is not intended to, and must not, make City a partner or joint venturer with Company in its operations on the Airport. Company and City understand and agree that the minimum limits of insurance herein required may become inadequate. Company agrees that it will increase such minimum limits upon receipt of notice in writing from the Director provided that the requested increase is reasonable. Such notice to change, in general, must be issued no more frequently than every fifth year of the Term hereof. The Director may increase the minimum insurance limits if he reasonably determines at any time that the indemnification awards granted by the courts warrant such an increase, provided that the Director gives Company notice of any such intent to increase the minimum insurance limits and affords the Company an opportunity to comment prior to instituting any such increase. Workers Compensation and Employers Liability Insurance. Company must keep in force Workers Compensation and Employers Liability Insurance in the form and in the amount prescribed by law for such coverage. Company must not opt out of or otherwise fail to maintain such coverage notwithstanding any provision in Missouri State law, which would allow an employer that option, without the written approval by the City. Company must include the same requirement in any construction contracts it enters into pursuant to this Agreement and must therein require all subcontractors thereunder to likewise satisfy this requirement for Workers Compensation and Employers Liability Insurance. Coverage required hereunder must in all things comply with the substantive requirements for such coverage contained in Missouri State law. Comprehensive Automobile and Truck Liability Insurance. Company must keep in force Comprehensive Automobile and Truck Liability Insurance covering owned, hired, and non-owned vehicles with minimum limits of $1,000,000 combined single limit per occurrence for personal or bodily injuries, including death, and property damage. Contractual Liability Insurance. Company must keep in force Contractual Liability coverage including, but not limited to, the liabilities assumed under the indemnification provisions of this Agreement. Umbrella/Excess Liability Policy. With respect to any Company construction pursuant to this Agreement, Company must keep in force an Umbrella/Excess Liability Policy, during construction, in the amount of $5,000,000, as an excess of the primary coverage required above. Self-Insurance. Company may self-insure up to the minimum limits stated herein for General Liability Insurance and Comprehensive Automobile and Truck Liability Insurance. If Company seeks to satisfy its General Liability and/or Comprehensive Automobile and Truck Liability Insurance obligation hereunder by self-insuring, it will timely provide the City, on Company letterhead, a statement that it is self-insured and that it has reserve funds, equal to at least 25% more than the insurance coverage requirements. The letter must be signed by an authorized representative and must include the following language or equivalent concepts: Please be advised that, for the purpose of providing insurance coverage for General Liability and Comprehensive Automobile and Truck Liability, the (name of entity) does not purchase insurance but instead acts as a fully self-insured entity. The (name of entity) maintains specific funds in its self-insurance reserve, equal to at least 25% more than the insurance coverage requirements, and is authorized by statute and Charter to provide additional funds in amounts sufficient to pay any monetary judgements and/or losses, which may be levied against the entity. The (name of entity) recognizes and affirms its responsibility to accept liability for damages, and to pay such damages from its own funds, in those instances where insurance would otherwise have been provided, and would have been required to pay such losses on behalf of the entity/employer. Section 902: Limitations as to Policy. The policy of insurance required herein must be in a form and by a company or companies with a Best rating of A- or better, approved by City and qualified to do insurance business in the State of Missouri. Each policy must provide that the insurer may not materially change, alter or cancel the policy without first giving ten days advanced written notice to the Director. Section 903: Delivery to Director of Evidence of Insurance. Company must deliver to the Director, a certificate or other evidence of insurance coverage required by this Article in form and content satisfactory to City. Company must update such certificate or other evidence of insurance annually. Section 904: Expiration of Insurance Policy. Prior to the expiration of any insurance policy required by this Article, Company must submit to the Director a certification of insurance showing that such insurance coverage has been renewed. If such coverage is cancelled or reduced, Company, within five business days following the date of written notice from the insurer of such cancellation or reduction in coverage, must file with the Director a certificate showing that the required insurance has been reinstated or provided through another insurer or insurers. Section 905: Adjustment of Claims. Company must provide for the prompt and efficient handling of all claims for bodily injury, property damage or theft arising out of the activities of Company under this Agreement. Company agrees that a person, whether processed by Company or its insurer directly or by means of an agent, will handle all such claims, with a permanent office in the greater Kansas City Metropolitan Area. Section 906: Conditions of Default. If, at any time, Company fails to obtain the insurance required herein, City may effect such insurance by taking out a policy or policies in a company or companies satisfactory to City. The amount of the premium or premiums paid for such insurance must be payable by Company to City with the installment of fees thereafter next due under the terms of this Agreement, with interest thereon at the rate of one and one-half percent (1.5%) per month or at the lower legal maximum. Section 907: Indemnification. Company must defend, indemnify, and hold harmless City and any of its agencies, officials, officers, or employees from and against all claims, damages, liability, losses, costs, and expenses, including reasonable attorneys fees, arising out of or resulting from any acts or omissions in connection with this Agreement, caused in whole or in part by Company, its employees, agents, or subcontractors, or caused by others for whom Company is liable. The indemnity provision set forth herein will survive the expiration or early termination of this Agreement. ARTICLE X SUBLEASE AND ASSIGNMENT Section 1001: No Right to Assign, Sublease, Encumber. Except as provided below, Company has no right to transfer, convey, assign, sublet, mortgage, encumber or otherwise affect this Agreement or any interest therein, without the prior written consent of City, not to be unreasonably withheld or delayed. Notwithstanding anything herein to the contrary, Company, after giving written notice to the Director, may assign and transfer this Agreement and all its rights, title, and interest thereunder, without Citys approval, to any corporation or other legal entity which at the time of such assignment is a subsidiary of or is affiliated with Company, to any corporation or other legal entity with which Company may merge or into which it may consolidate, or to any person, firm or corporation which may acquire any substantial part of Companys business or assets; provided the surviving, resulting or transferee corporation expressly assumes in writing all the obligations of Company contained in this 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 Company immediately prior to such consolidation, merger or transfer. The term Net Worth as used in this Section means the difference obtained by subtracting total liabilities (not including as a liability any capital or surplus item) from total assets of the Company and all of its subsidiaries in accordance with generally accepted accounting principles. The City acknowledges that any merger, acquisition or consolidation by Company and the terms thereof are confidential information (Confidential Information). The City agrees not to make public or authorize any disclosure or publication of any Confidential Information and to take all reasonable and necessary steps to ensure that the Director, principals, officers, agents, employees, representatives, consultants, or any other persons affiliated in any manner with City do not disclose, make public or authorize any disclosure or publication of Companys Confidential Information. Section 1002: City Consent. In the event of any proposed assignment, Company, not less than 30 calendar days prior to the proposed effective date of such action, must give notice to the City which includes the name, address and telephone number of the proposed assignee and a copy of any and all documents being used to effect the proposed actions in a form and content acceptable to the City. All documents will clearly set forth that the assignment and assumption actions are subject to and conditioned upon the Citys consenting thereto in writing. Any assignee must have assumed all obligations of Company under this Agreement and must have specifically agreed to perform and observe the covenants and conditions contained in this Agreement on Companys part to be performed and observed. Section 1003: Transfer by Operation of Law. Any assignment or transfer of the Agreement by operation of law or any issuance, sale or transfer of a sufficient number of shares of stock in Company to result in a change in control of the Company will be deemed an assignment of this Agreement for purposes of this section; provided, however, that nothing in this section will be deemed to require such consent solely as a result of issuance, transfer or sale of shares among the existing stockholders of the Company; transfer of shares by devise or descent upon the death of any existing stockholder; merger of the Company into any parent or subsidiary corporation of the Company or sale of all of Companys stock to any such parent or subsidiary corporation. Section 1004: Modification. Unless stated otherwise in this Agreement, no provision of this Agreement may be waived, modified or amended except by written amendment signed by City and Company. No act, conversation or communication with any officer, agent, or employee of City, either before or after the execution of this Agreement, will affect or modify any term or terminology of this Agreement and any such act, conversation or communication will not be binding upon City or Company. ARTICLE XI TERMINATION OF AGREEMENT IN ENTIRETY Section 1101: Citys Right to Terminate. City, acting by and through its Director, may declare this Agreement terminated in its entirety, in the manner provided in Section 1103 hereof, upon the happening of any one or more of the following events: A. Company defaults in payment of all or any part of the fees due City under this Agreement. Default of any kind under any one or more of the aforesaid Agreements will constitute default under all agreements between Company and City. B. Company takes any one of the following actions signifying commencement of insolvency proceedings: 1. Applies for, or consents to the appointment of, a receiver, trustee, or liquidator of all or a substantial part of Companys assets; 2. Files a voluntary petition in bankruptcy, or admits in writing Companys inability to pay its debts as they become due; 3. Makes a general assignment for the benefit of creditors; 4. Files a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of an insolvency law; 5. Files an answer admitting the material allegations of a petition filed against any assignee in any bankruptcy, reorganization or insolvency proceedings; or, if during the Term of this Agreement, an order, judgment or decree is entered by a court of competent jurisdiction, or the application of a creditor, adjudicating of Company as bankrupt or insolvent, or approving a petition seeking a reorganization of Company, and such order, judgment or decree continues without stay and in effect for any period of 90 consecutive days; 6. Fails in the performance of any other covenant or condition herein required to be performed by Company. C. The Term of this Agreement and Companys right, title and interest herein, will expire on the date set forth in the notice of termination, except as provided below at Section 1103. D. Citys failure to take any authorized action upon Companys default as to any of the terms, covenants or conditions required to be performed hereunder must not be construed to be or act as a waiver of default or of any subsequent default of any of the terms, covenants and conditions herein contained to be performed, kept and observed by Company. The acceptance of fees by City from Company for any period or periods after a default by Company of any of the terms, covenants and conditions herein required to be performed, kept and observed by Company will not be deemed a waiver or estoppel of any right on the part of City to terminate this Agreement for failure by Company to so perform, keep or observe any term, covenant or condition. Section 1102: Companys Right to Terminate. Company, at its option, may declare this Agreement terminated in its entirety, with no penalty to the Company, in the manner provided in Section 1103 hereof, upon the happening of any one or more of the following events: A. A court of competent jurisdiction issues an injunction or restraining order against City preventing or restraining, in its entirety or substantial entirety, the use of the Airport for airport purposes. City abandons the Airport for a period of at least 30 consecutive days and fails to operate and maintain the Airport in such manner as to permit landings and takeoffs of airplanes by scheduled air carriers. The Airport or a material portion of the Airport or Airport facilities is destroyed, resulting in material interference with Companys normal business operations or substantial diminution of Companys Gross Revenues at the Airport for a period in excess of 120 consecutive days. D. An agency or instrumentality of the United States Government or any state or local government occupies the Airport or a substantial part thereof, resulting in material interference with Companys normal business operations or substantial diminution of Companys Gross Revenues at the Airport for a period in excess of 120 consecutive days. E. A military mobilization or a public emergency occurs wherein there is a curtailment, either by executive decree or legislative action, of normal civilian traffic at the Airport or of the use of motor vehicles or airplanes by the general public, resulting in material interference with Companys normal business operations or substantial diminution of Companys Gross Revenues at the Airport for a period in excess of 120 consecutive days. F. City fails in the performance of any covenant or condition within Citys control and herein required. Section 1103: Procedure for Termination. A. No termination declared by either party will be effective unless and until no fewer than forty-five (45) calendar days have elapsed after notice by either party to the other specifying the date upon which such termination will take effect and the cause for which this Agreement is being terminated. No termination will be effective if such cause of default, by its nature, cannot be cured within such forty-five (45) calendar day period, and the defaulting party commences to correct such default within five (5) business days of notice of such default and corrects the default as promptly as is reasonably practicable. B. In the event that City initiates suit upon the default of payment of fees as provided herein, Company also agrees to pay the City for expenses incurred for reasonable attorneys fees. Section 1104: Rights Cumulative. The parties understand and agree that the rights and remedies of City and Company specified in this Article are not intended to be, and are not, exclusive of one another or exclusive of any common law right of either party hereto. ARTICLE XII AFFIRMATIVE ACTION, EQUAL EMPLOYMENT AND NON-DISCRIMINATION Section 1201: Affirmative Action. A. Company must establish and maintain for the Term of this Agreement an affirmative action program, as defined at Sections 38.81 through 38.83, Code of General Ordinances of Kansas City, Missouri, and comply with all provisions, rules and regulations relating thereto and any additions, amendments or subsequent requirements thereof. B. Companys affirmative action program also must comply fully with the requirements of 14 C.F.R. Part 152, Subpart E, to ensure that no person, on the grounds of race, religion, color, sex, disability of national origin, will be excluded from participating in any employment activities covered in 14 C.F.R. Part 152, Subpart E. Company assures that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this Subpart. Company further assures that it will require that its covered sub-organizations provide assurance to City that they similarly will undertake affirmative action programs and that they, to the same effect, will require assurance from their sub-organizations as required by 14 C.F.R. Part 152, Subpart E. Section 1202: Equal Employment. Company must: A. Refrain from any unlawful employment practices as defined by Chapter 38, Article I, Section 38-2, Code of General Ordinances of Kansas City, Missouri, and as amended. B. Post upon its Leased Premises, at the office of employment, notices setting forth provisions of Chapter 38, Article I and further setting forth that Company agrees to abide by the provisions thereof and to implement the Certificate of Compliance of Affirmative Action Program submitted by Company in connection with this Agreement. C. Permit Citys Director of Human Relations, or his/her duly authorized agent or employees, access at all reasonable times to all such persons, books, papers, records, reports or accounts in the possession of or under the control of Company, as may be necessary to ascertain compliance with Chapter 38, Article I and to furnish such further information as may be required, all within ten days of the date requested in writing. D. Include as a condition thereof, within all contracts executed by Company with a subcontractor and relating to this Agreement, the provisions of Chapter 38, Article I, Code of General Ordinances, to which all subcontracts also must be subject. Section 1203: Non-Discrimination. Company, for itself, its successors in interest and its assigns, as a part of the consideration hereof, covenants and agrees, as a covenant running with the land, that: 1. No person, on the grounds of race, religion, color, sex, disability or national origin, will be excluded from participation in, denied the benefits of or be otherwise subjected to, discrimination in the execution of this Agreement; and 2. No person, on the grounds of race, religion, color, sex, disability or national origin, will be denied the benefits hereof or otherwise be subjected to discrimination. B. Company further agrees to comply with all provisions of Public Law 101-336, as well as 28 C.F.R. Part 35 and 29 C.F.R. Part 1630 (Americans with Disabilities Act), as amended from time to time during the term of this Agreement. Such law prohibits discrimination on the basis of disability by private entities in places of public accommodation and requires that all new places of public accommodation and commercial facilities be designed and constructed so as to be readily accessible to and usable by persons with disabilities. Section 1204: DBE Participation. Company must not discriminate against any DBE on the basis of race, color, national origin, sex, religion or disability in the award of any sub-agreement entered into pursuant to this Agreement; and Company must make a good faith effort to ensure DBEs the maximum feasible opportunity to participate in the performance of City agreements. City's overall goal for DBE participation is: Twenty-three percent (23%) Materials and Supplies Twenty-one percent (21%) Professional Services Twenty-eight percent (28%) Other Services Section 1205: Adoption of Additional Required Provisions. The parties hereto understand and agree that City, from time to time, may be required by the United States Government or its agencies to adopt additional or amended provisions, including anti-discrimination provisions, concerning the use and operation of the Airport. Company hereby agrees to adopt any such requirements as a part of this Agreement. Section 1206: Refusal to Comply with Sections 1201 Through 1205 Above. Should Company intentionally and materially fail, refuse or neglect to comply with the terms of Sections 1201 through 1205 above, such failure will be deemed a total breach of this Agreement, and the Agreement may be terminated, canceled or suspended, in whole or in part, as provided above, and Company may be declared ineligible for any further City agreements for a period of up to one year from the date of such breach; provided, however, that if this Agreement is terminated, canceled or suspended for failure to comply with City Code Section 38, Article I, Company will have no claims for damages against City on account of such termination, cancellation, suspension or declaration of ineligibility. ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301: No Personal Liability. No Councilperson, director, officer, employee or other agent of either party will be personally liable under or in connection with this Agreement. Section 1302: Agreements with the United States. This Agreement is subject and subordinate to the provisions of any agreements heretofore made between City and the United States relative to the operation or maintenance of the Airport, the execution of which has been required as a condition precedent to the transfer of federal rights or property to City for airport purposes, or to the expenditure of federal funds for development of the Airport, in accordance with the provisions of the Federal Aviation Act as it has been amended from time to time. Section 1303: Modifications for Granting FAA Funds. In the event that the FAA requires modifications or changes to this document, Company agrees to consent to such reasonable amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Agreement as reasonably may be required to enable City to obtain FAA funds. Section 1304: Governing Law. This Agreement will be deemed to have been made in, and must be construed in accordance with, the laws of the State of Missouri. Section 1305: Notices. Except as herein otherwise expressly provided, all notices required to be given to City hereunder must be in writing and must be sent by certified mail, return receipt requested, to: Director of Aviation City of Kansas City, Missouri P.O. Box 20047 Kansas City, Missouri 64195 All notices, demands and requests by City to Company must be in writing, must be sent by certified mail, return receipt requested, to: Mr. Dan Collins President Payless Car Rental, Inc. 189 Paris Street Kansas City, Missouri 64153 The parties, or either of them, may designate in writing from time to time any change in address or addresses of any substitute or supplementary person or persons in connection with said notice. The effective date of service will be the date such notice is mailed. Section 1306: Amendments. This Agreement may be amended from time to time by written Amendment, duly authorized and executed by representatives of both parties hereto. Section 1307: Gender. Words of any gender used in this Agreement will be held and construed to include any other gender. Section 1308: Force Majeure. Neither City nor Company will be deemed in violation of this Agreement if either is prevented from performing any of the obligations hereunder by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of public enemy, acts of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other circumstances for which it is not responsible or which are not within its control. Additionally, in the event of (i) any national emergency wherein there is a curtailment, either by executive decree or legislative action, of the use of motor vehicles or aircraft by the general public, or; (ii) the number of civilian passengers enplaning at the Airport on scheduled airlines during a period of at least 30 consecutive days is less than 75% of the number of such enplaning passengers for the same period of time in the immediately preceding year by reason of (a) a strike involving one or more of the interstate airlines serving the Airport; (b) destruction or damage to all or a material portion of the Airports terminal buildings or the air operations area of the Airport by reason of fire or other casualty, or (c) the Airports occupation in its entirety by the United States government or any of its agencies (Abatement Event), the Companys monthly obligation to pay its Minimum Guarantee Fee and Ground Rentals will be abated until such time as the Abatement Event has ceased. Section 1309: Invalid Provisions. In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision will in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either City or Company in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement. Section 1310: Headings. The headings of the several Articles and Sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement. The headings will not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. Section 1311: Exclusiveness of Companys Rights. Nothing herein contained will be deemed to grant to Company any exclusive right or privilege within the meaning of Section 308 of the Federal Aviation Act for the conduct of any activity on the Airport. Section 1312: Withholding Required Approvals. Whenever the approval or action of City or Director or Company is required herein, no such approval or action will be unreasonably conditioned, delayed or withheld. Section 1313: Inspection of City Records. Company, at its expense and upon reasonable written notice, will have the right to inspect the books, records and other data of City relating only to the terms, conditions, provisions and requirements of this Agreement, provided such inspection is made during regular business hours. Section 1314: Successors and Assigns. All of the terms, provisions, covenants, stipulations, conditions and considerations in this Agreement must extend to and bind the legal representatives, successors and assigns of the respective parties hereto. Section 1315: Accord and Satisfaction. No payment by Company or receipt by City of a lesser amount than the rent, fees and/or charges due to be made by Company hereunder will be deemed to be other than on account of the rent, fees and/or charges due. No endorsement or statement on any check or in any letter accompanying any check or payment as rent, fees and or charges will be deemed an accord and satisfaction. City may accept such check or payment without prejudice to Citys right to recover the balance of such rent, fees and/or charges or to pursue any other remedy provided in this Agreement. Section 1316: Observation of Governmental Regulations. A. City reserves the right to adopt, amend and enforce reasonable written rules and regulations governing the Premises and the public areas and facilities used by Company in connection therewith. Such rules and regulations must be consistent with the safety, security and overall public utility of the Airport and with the rules, regulations and orders of the FAA. Such rules and regulations must not be inconsistent with the provisions of this Agreement or the procedures prescribed and approved, from time to time, by the FAA with respect to the operation of aircraft at the Airport. Company agrees to observe, obey and abide by all such rules and regulations heretofore or hereafter adopted or amended by City, including compliance with FAA and Airport security rules, regulations and plans. Company will be fully liable to City for any and all claims, demands, damages, fines and/or penalties of any nature whatsoever which may be imposed upon City by the United States Government as a result of any unauthorized entry by Company, Companys employees, agents, representatives, servants or assignees, or vehicle operated by either of these, into any area of the Airport to which access by persons or vehicles is restricted or controlled pursuant to FAA/Airport Security Rules and Regulations. B. Company, at all times during the Term hereof, must observe, obey and comply with any and all laws, statutes, ordinances, codes, rules, regulations and/or orders of any governmental entities lawfully exercising any control over either the Airport or over any part or all of Companys activities or operations thereon or therefrom, including, without limitation, any and all local business license and or permit requirements. Section 1317: Entire Agreement. This Agreement, together with all exhibits attached hereto, constitutes the entire Agreement between the parties. Any and all previous agreements between City and Company shall terminate upon the Contract Date of this Agreement. All other representations or statements heretofore made, verbal or written, are merged herein. IN WITNESS WHEREOF, the parties hereto, for themselves, their successors and assigns, have executed this Agreement, the day and year first above written. Approved as to form: KANSAS CITY, a municipal corporation of Missouri _______________________________ ______________________________ Assistant City Attorney Mark VanLoh Director of Aviation ATTEST: (Seal) COMPANY DFC ENTERPRICES, INC. d/b/a PAYLESS CAR RENTAL. ___________________________ ______________________________ Secretary By: _ __Dan Collins________ Title: __ President ______________      Page - PAGE 1-  7Ms a h & 4 : C     \ e :C|}~ 8^ѽѳѪѡѪ~y hD 5hD 5OJPJQJ\hD 5>*OJPJQJhzHOJQJ\hD OJQJ\hD 5OJQJhgXOJPJQJh5OJPJQJhDOJPJQJhD OJPJQJ h"%5\ hD 5\hD 5OJPJQJhD hD OJQJ/7Mrs ` a 9 r $ d1$a$$ d1$`a$ $ 1$a$ $ d1$a$F$EƀUa$$1$a$$1$a$ Dm9 : [ \ 9:{|}~ $ d1$a$ $ 1$a$ $ 1$a$ $ d1$a$  !d1$$`a$$ d1$`a$ $ d1$a$ 89M  @ @ ^@ ` $ d1$a$$ @ d1$^@ `a$$ d1$^a$$ @ 1$^@ `a$ $ 1$a$_p5U%IX%c'z'}''**%*w++,,-)-z--=.?.O.U.....9/{/|/}/ꭥꛏ| hD 5\hD 5>*bKhD 5>*hD >*hD OJQJhD 5OJQJhD 5CJOJQJhD CJOJQJhD 5>*OJPJQJ hD 5hD hD hD OJPJQJhD 5OJPJQJ0_`45JmcV  @ @ ^@ ` $ 1$a$V$ @ d1$EƀHF&^@ `a$$ @ d1$^@ `a$ $ d1$a$$ Z: d1$^: `a$JJKlb $ 1$a$$ @ d1$^@ `a$$ : d1$^: `a$ $ {d1$a$ $ d1$a$N @ @ EƀU^@ ` $%8 9 !!""## $ K d1$a$$ {K d1$a$ $ K 1$a$$ {K K 0d1$^K `0a$ $ u1$a$$ uu1$^ua$#$$$%%%%c'd'p_Q$ uu1$^ua$$ {{d1$^{a$$ {K K 0d1$^K `0a$$ {K d1$^`a$$ {K d1$a$R$ & F {d1$EƀnF.a$ d'''>(?((4R$ & F {d1$EƀnF.a$$ {K d1$a$R$ & F {d1$EƀnF.a$ $ u1$a$$ uu1$^ua$(())).\$ & F {@ @ ;d1$EƀnF.^@ `;a$$ {K {d1$^{a$R$ & F {d1$EƀnF.a$$ {K d1$a$))**v+w+,,--y-z-}sasas$ @ 1$^@ `a$ $ 1$a$ $ f^ `fa$$a$\$ & F {@ @ ;d1$EƀnF.^@ `;a$$ {{d1$^{a$ z->.?...|/}/11'1s1t1117383;4<44 $ d1$a$ @ @ d^@ `$ @ d1$^@ `a$ @ ^@ ` @ ^@ ` $ 1$a$$ @ 1$^@ `a$}//121s1{11173F3;4N444_7l7777799: :;;;G?T?x?{?DDDD'G5GPGRGSG4J@JDJFJGJTJXJ[JJJKKKKKKh5hgXh/5OJPJQJh/hD OJPJQJ\aJh/hD OJPJQJhD 7OJPJQJhD 5>*OJPJQJhD 5OJPJQJ\ hD 5hD hD OJPJQJhD 5OJPJQJ744`7a7l777777=8>8 :!:;;N<O< $ d1$a$$ %d1$^`%a$ $ d1$a$ $ 1$a$ $ d1$a$ d1$gd/$ @ d1$^@ `a$O<F?G?z?{???@@AA7Dne $d1$a$N$ & Fd1$EƀnF.a$ $ d1$a$ $ d1$a$ $ 1$a$ $ 1$a$$ %d1$^`%a$ 7D8DDDDD'G(GRGSG3J4J@JEJFJGJZJ[JKKKK^ $ 1$a$ $ d1$a$ $ 1$a$$ %d1$^`%a$ $ d1$a$KKKKKKsLL NNNNTTTTTTTnUtU^m_ccccccddddffffffggggh򻲥{phD 5>*OJQJhD 7CJOJQJhl?CJOJQJhD CJOJQJhD CJOJQJ\hD 5>*CJOJQJhD 5OJQJhD 5CJOJQJhWOJPJQJh0*OJPJQJhD 5>*OJPJQJhD 5OJPJQJhD OJPJQJhD +K N NNNOOzR{RTTxgx$0d1$^`0a$$ %d1$^`%a$ $ d1$a$N$ & Fd1$EƀnF.a$ $ 1$a$ $ d1$a$ TTTTTTTSVTVjVkVf[$ & F! vKd1$EƀnF.^v`Ka$ $ d1$a$ $ 1$a$ $ d1$a$ $d1$a$ d $d1$a$ kVQXRXaXbX!Z"Z\\|kkZk$d1$^`a$$ d1$^a$$ d1$a$V$ & F! 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