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THOSE PRESENT: Doug Holder, Chairman Robert Spencer, Vice Chairman Carlos Beruff, Secretary Jesse Biter, Commissioner Kristin Incrocci, Commissioner Jeff Jackson, Commissioner Fredrick J. Piccolo, President, Chief Executive Officer C. Dan Bailey, Jr., Airport Counsel Anita Eldridge, Sr. VP Finance & Administration Kent Bontrager, Sr. VP Engineering & Facilities Mark Stuckey, Sr. VP, COS Karen Garofalo, Executive Assistant – SMAA Dori Guzman, Executive Assistant – SMAA

Vice Chairman Spencer called the budget workshop meeting to order at 11:05 a.m.

Mr. Piccolo presented the FY 2022 proposed budget and gave an overview of significant items through a PowerPoint presentation. He noted that last year's budget workshop included discussion regarding how much money needed to be cut from the budget, how many positions would be frozen, if layoffs were needed, how much revenue would be lost. The 2021 budget included a deficit, with plans to backfill with CARES (Coronavirus Aid, Relief, and Economic Security) funds if needed. Mr. Piccolo was pleased to note FY 2021 was very different than anticipated.

There are now six signatory carriers, all with agreements through 2024: American, Delta, JetBlue, and United. Allegiant and Southwest were added in 2021. Total revenue contribution to airline rates for FY 2022 is anticipated to increase by $6,883,930 ($918,070 for FY 2021 v. $7,802,000 for FY 2022).

Airport Net Revenue for FY 2021 was projected to be a deficit of $1,373,480, with CARES funds budgeted to cover this deficit. FY 2021 ends on September 30, 2021, so final figures are not known, but it is likely there will be no deficit, and a strong possibility no CARES funds will be utilized.

Review of significant revenue changes in FY 2022, as compared to FY 2021, included the following:

Mr. Piccolo noted it was important to acknowledge these figures are somewhat skewed, as they are compared to the FY 2021 budget, which was based on the assumption revenues would be down considerably due to COVID-19.

Mr. Piccolo noted that with increased activity and growth come addition expenses. A review of major expense changes in the FY 2022 budget include:

Staffing increased by 26, for a total of 145 FTE. All but two are front line staff. The airport assumed nighttime janitorial services using six in-house personnel to ensure consistency and high quality. Mr. Piccolo noted there were major increases to health insurance, retirement contributions, property and liability insurance, and legal fees. Additional increases in the areas of information technology, janitorial supplies, and non-capital equipment due to replacement of police gear that has reached the end of its usefulness. This includes tasers and protective vests for our airport police officers. Capital equipment is up 100% to $277,209. Again, it's important to note zero dollars were budgeted in the COVID-impacted year of 2021. The current amount is below the 2019 budget amount of $319,816 for capital equipment.

Mr. Piccolo highlighted major revenue changes, which included an anticipated increase in signatory airline revenue of $2,725,910; and terminal building increase of $1,085,822, primarily due to increased concessions and advertising revenues. Due to tremendous increase in rental cars, parking, and ground transportation, terminal area revenues are projected to increase significantly to $10,074,516. After keeping parking rates down for a number of years, they will be adjusted by $1-2 per day. Over $4,000,000 in parking expansion has been completed, and another $45,000,000 in expansion is in the planning phase. Airfield revenues are projected to increase by $477,000 due to increases in airline fuel usage. With a $3,500,000 fuel farm expansion, the airport has a current capacity of nearly 300,000 gallons. When the expansion is complete fuel capacity will be nearly 400,000 gallons.

There are a total of 26 capital projects of various sizes and scope included in the budget, with an estimated cost of $73,587,541. Projects totaling $2,136,411 for information technology, operations, properties, and facilities are set for this year. There are two large engineering projects with an estimated cost of $71,451,000. They include the terminal expansion and quick turnaround rental car facility (QTA). These two projects are estimated at $50,000,000, with the final amounts likely to be higher. The QTA project will be funded 100% by RAC CFC funds. Continuing a conservative 'pay as you go' strategy, there are currently budget reserves of approximately $41,000,000. Management continues to work with FAA and FDOT leadership to see if additional funding can be secured to offset the cost of these major projects. Significant capital needs will benefit from approximately $15,000,000 in federal relief funds still to be received.

Mr. Piccolo reviewed new terminal rental rates. Even with the projected increases, the airport continues to have to lowest unit cost of the region's competing airports and the lowest CPE by a significant margin. Rates for FY 2022 are as follows:

Mr. Piccolo discussed funding for the supplemental marketing budget. Funding comes from Interest Earnings, eliminating any revenue diversion with the airlines since the funding is outside the signatory agreements. Total funding is $300,000. The airport has greatly increased its marketing reach through strategic partnerships with area convention and visitors' bureaus, IMG Academy, the Baltimore Orioles, the Pittsburgh Pirates, and various cultural organizations.

Mr. Piccolo reminded the board of the tremendous growth of the airport, comparing March 2018 when airport service consisted of six airlines and 12 non-stop destinations, versus August 2021 service offering ten airlines and 50 non-stop destinations.

Mr. Piccolo concluded the PowerPoint presentation and stated that the next step would be for the Board to approve at today's meeting, a Public Hearing for approval of the FY 2022 Budget at the September Regular Meeting. Staff will meet with the airlines on Thursday to review and discuss the Budget and keep the Board informed. He does not expect any issues and believes we will see more positive announcements going forward. Airport continues to be fiscally conservative.

Commissioner Spencer inquired about rental car inventory. Mr. Piccolo stated rental car companies are bringing in additional cars due to increased demand. Rental car revenue was approximately $900,000 for the month of August, with anticipated annual revenue of approximately $10,000,000 versus $3-4,000,000 in previous years. The airport is working to increase capacity for rental car companies.

Commissioner Beruff inquired about occupancy rates inside the planes. Mr. Piccolo responded the rate is approximately 70%, and Mr. Stucky stated it takes about five months for the Authority to receive this information from the airlines.

Commissioner Beruff also asked if the airport runway could accommodate any size aircraft, and Mr. Piccolo confirmed that, with a few limitations, any aircraft could land or take off.

Commissioner Beruff inquired about the possibility of extending the runway another 500 feet to accommodate larger aircraft. Mr. Piccolo stated the runway was extended to its limit in the 1990s. He added that technology is evolving to allow larger aircraft to take off and land on shorter runways. He also mentioned the rapidly developing electric-charge aircraft.

Commissioner Incrocci commented on the effects of the FAA Metroplex initiative, designed to move flights more safely and efficiently in the increasingly busy South-Central Florida corridor. She has heard of delays in takeoffs and landings at multiple airports. Mr. Piccolo stated all airports in the corridor are experiencing additional traffic.

Mr. Piccolo requested a closed session with the Board regarding security issues.

The meeting adjourned at 11:54 a.m.

Approved:

Attest: Doug Holder, Chairman

MINUTES SARASOTA MANATEE AIRPORT AUTHORITY REGULAR MEETING Monday, August 23, 2021 - 1:00 p.m. Dan P. McClure Auditorium East

Doug Holder, Chairman Bob Spencer. Vice Chairman Carlos Beruff, Secretary Jesse Biter, Commissioner Kristin Incrocci, Commissioner Jeff Jackson, Commissioner Fredrick J. Piccolo, President, Chief Executive Officer C. Dan Bailey, Jr., Airport Counsel Anita Eldridge, Sr. VP Finance & Administration Mark Stuckey, Exec. VP, COS Kent Bontrager, Sr. VP Engineering & Facilities Karen Garofalo, Executive Assistant – SMAA

Chairman Holder called the meeting to order at 1:00 p.m. Commissioner Spencer gave the invocation and led the pledge of allegiance to the flag.

Ms. Eldridge introduced the following new employees to the Board:

Andrew Bias – Property Leasing Assistant

Jose Flores – Maintenance Technician

Dori Guzman – Executive Assistant

Brian Turner – Traffic Control Specialist

The Board approved the minutes of the Minutes of the Workshop Meeting of May 24, 2021; Regular Meeting of May 24, 2021; and Special Meeting of July 28, 2021 as presented.

MOTION: Commissioner Biter moved approval of the minutes of the Minutes of the Workshop Meeting of May 24, 2021; Regular Meeting of May 24, 2021; and Special Meeting of July 28, 2021 as presented. Commissioner Beruff seconded. MOTION PASSED UNANIMOUSLY (6-0)

There were no Citizens Comments offered.

5A. Approval: RFQ-03-2021-AOA, Professional Architectural and Engineering Services for the 15th Street Airport Observation Area Project Mr. Piccolo advised staff received Request for Qualifications for a qualified firm capable of providing professional engineering and architectural design, permitting, bidding, and construction phase services to construct the 15th Street Airport Observation Area. Staff received

two proposals and both firms were deemed by staff to be qualified and will present to the Board Authority.

Mr. Bailey explained the general protocol for presenters and the voting process that would take place following the presentations. Under CCNA, no clear law exists, therefore, competing firms have the right to remain in the room while competitors are presenting. He advised that the tradition at the airport is for the firms chosen to present, leave the room during the other presentations, but it is not required.

Each firm made presentations in alphabetical order: EXP U.S. Services, Inc. and Sweet Sparkman Architecture & Interiors. The Board selected the first-choice firm, with Mr. Bailey conducting the ballot voting process.

The ballot vote for first choice resulted in four votes for Sweet Sparkman Architecture & Interiors, and two votes for EXP U.S. Services, Inc. The Board ranked the firms as follows:

Contract negotiations will begin with the first ranked firm of Sweet Sparkman Architecture & Interiors, and a contract will be brought back to the Board if successful.

MOTION: Commissioner Spencer moved approval of the selected firms of Sweet Sparkman Architecture & Interiors as first ranked firm; and EXP U.S. Services, Inc. as second ranked firm; and for staff to negotiate scope and fees with the first ranked firm and if successful to present contract for approval at the next Board meeting and prepare all documents necessary to implement this action. Commissioner Biter seconded. MOTION PASSED UNANIMOUSLY (6-0)

Mr. Piccolo advised staff received Request for Qualifications for a qualified firm capable of providing construction manager at risk to expand and upgrade existing Concourse B, and construction of a new Concourse A. Staff reviewed the submitted responses and selected three proposing firms to make presentations today at which time the Board will rank the firms.

Each firm made presentations in alphabetical order: Beck-Envision; DeAngelis Diamond-Magnum Builders; and Halfacre Construction, with Mr. Bailey conducting the ballot voting process.

The first and second ballot votes for first choice resulted in a three-way tie with two votes for Beck-Envision, two votes for DeAngelis Diamond-Magnum, and two votes for Halfacre Construction. The third and fourth ballot votes resulted in a two-way tie with three votes each for Beck-Envision and DeAngelis Diamond-Magnum, and no votes for Halfacre Construction. After discussion, The Board ranked the firms as follows:

Contract negotiations will begin with the first ranked firm of DeAngelis Diamond-Magnum Builders and a contract will be brought back to the Board if successful.

MOTION: Commissioner Beruff moved approval of the selected firms of DeAngelis Diamond-Magnum Builders as first ranked firm; Beck-Envision as second ranked firm; and Halfacre Construction as the third ranked firm; and for staff to negotiate scope and fees with the first ranked firm and if successful to present contract for approval at the next Board meeting and prepare all documents necessary to implement this action. Commissioner Biter seconded. MOTION PASSED 4-2 (Commissioner Spencer and Commissioner Holder voting Nay)

Mr. Piccolo requested approval to execute the Recognition-Acknowledgment Petition which recognizes full-time and part-time employees holding the positions of Police Officers and Police Sergeants are part of the bargaining unit. No substantive changes are made with this recognition.

MOTION: Commissioner Spencer moved to approve the execution of the Recognition-Acknowledgment Petition as submitted. Commissioner Biter seconded. MOTION PASSED UNANIMOUSLY (6-0)

Mr. Piccolo requested approval to set a Public Hearing for review and approval of SMAA Resolution 2021-05 Adoption of Fiscal Year 2022 Budget at the September 27, 2021 Regular Meeting.

MOTION: Commissioner Beruff moved approval to set a Public Hearing on SMAA Resolution 2021-05 Adoption of Fiscal Year 2022 Budget and Establishing Airline Rentals, Fees and Charges at the September 27, 2021 Regular Meeting. Commissioner Spencer seconded. MOTION PASSED UNANIMOUSLY (6-0)

The Board approved a contract for professional engineering services with American Infrastructure Development, Inc. at the May 2019 Board meeting. Mr. Piccolo advised staff that these services included the design, permitting, bidding, and construction phase services for the Long Term, Shade Lot, and Valet drop off areas. Due to the significant increase in airline traffic, it is necessary to amend these services to expand the Ready Return Lot and construct a new Economy Lot. The additional design and permitting fees associated with the Ready Return Lot expansion and Economy Lot were negotiated in the amount of $214,152.00.

MOTION: Commissioner Biter moved to authorize the Chairman to execute an amendment to the contract with American Infrastructure Development, Inc. in the amount of $214,152.00 with a 10% contingency providing an authorized level of $235,567.20; with authorization for staff to prepare all

5F. Approval: Increase Contract Scope for Construction of Parking Lot Expansion Phase 2 Project with Magnum Builders of Sarasota, Inc.

The Board approved a contract with Magnum Builders of Sarasota, Inc. at the January 2021 Board meeting. Mr. Piccolo advised staff this contract included expansion of the Long-Term Parking Lot, paving the overflow parking area, replacement of shuttle kiosks, additional lighting, extension of fiber optic conduit, cable to new security camera locations, removing the return loop road, and providing fencing with landscaping to the southern boundary of the Long-Term Lot. It is necessary to increase the contract scope to include installation of communication, security, and electrical equipment. An increase to the contract of $235,819.83 and an additional 30-calendar days are requested.

MOTION: Commissioner Beruff moved approval to increase contract scope and fee of $235,819.83, and allow an additional 30 calendar days, with Magnum Builders of Sarasota, Inc. to install communication, security, and electrical equipment; with authorization for staff to prepare all documents necessary to implement this action. Commissioner Spencer seconded. MOTION PASSED UNANIMOUSLY (6-0)

The following department reports were accepted:

No additional information offered.

No old/new business discussed.

No Public Comments offered.

No Commissioner Comments offered.

There was no further business to come before the Authority. The meeting adjourned at 2:35 p.m.

SMAA Minutes May 24, 2021 Page 5 of 5

APPROVED:

Doug Holder, Chairman

ATTEST:

A RESOLUTION OF THE SARASOTA MANATEE AIRPORT AUTHORITY; Amending the “Sarasota Bradenton International Airport Operating Rules and Regulations”, Appendix A, “Ground Transportation Operating Rules and Regulation”, by incorporating therein Section 3.6, “Commercial Vehicle Fees”.

WHEREAS, the Sarasota Manatee Airport Authority (the “Airport Authority”) is a body politic and corporate that is empowered pursuant to Ch. 2003-309, Laws of Florida, as amended, to acquire and operate airport facilities within the Counties of Sarasota and Manatee, and, as such is the owner and operator of the Sarasota Bradenton International Airport (the “Airport”); and

WHEREAS, the Airport Authority has established Operating Rules and Regulations for the Sarasota Bradenton International Airport, as last approved by the Airport Authority on May 20, 2019 (the "Operating Rules and Regulations"); and

WHEREAS, “Appendix A” of the Operating Rules and Regulations contains specific Ground Transportation Operating Rules and Regulations, as last approved by the Airport Authority on August 28, 2017; and

WHEREAS, the Airport Authority incurs capital, operating and maintenance costs to furnish, operate and maintain vehicle roadways, parking lots, queuing areas, staging areas and other ground transportation facilities, to accommodate Commercial Vehicle for hire operations at the Airport (the “Airport Facilities”); and

WHEREAS, the Airport Authority currently assesses certain Commercial Vehicle fees for the use of Airport Facilities by Commercial Vehicle for hire operators to contribute to the capital, operating and maintenance costs incurred by the Airport Authority, and the Airport Authority intends to continue to assess Commercial Vehicle fees for said costs; and

WHEREAS, the Airport Authority intends to establish Commercial Vehicle fees for the use of Airport Facilities by Commercial Vehicle for hire operators on an annual basis concurrent with the Airport Authority's adoption of its annual Operating Budget;

Commencing October 1, 2021, and continuing indefinitely thereafter, except as may be amended by the Authority from time to time, Commercial Vehicle for hire operators shall pay to the Airport Authority Commercial Vehicle Fees for the use of Airport Facilities and the privilege to conduct Commercial Vehicle for hire operations on the Airport. Commercial

Vehicle for hire operators shall be assessed Commercial Vehicle Fees at an annual rate per permit (“Permit Fee”) or at an annual rate per vehicle departure from the Airport (“Pickup Fee”) established annually by the Airport Authority Board (collectively “Commercial Vehicle Fees”), which Commercial Vehicle Fees shall contribute to the capital, operation, and maintenance costs incurred by the Airport Authority to furnish, operate, and maintain Airport Facilities used by Commercial Vehicle operators to conduct Commercial Vehicle for hire operations at the Airport.

This Resolution shall take effect immediately upon its adoption.

DULY ADOPTED at a public meeting this the 27th day of September 2021.

SARASOTA MANATEE AIRPORT AUTHORITY

Doug Holder, Chairman

ATTEST:

APPENDIX A

The Sarasota Manatee Airport Authority has established Ground Transportation Operating Rules and Regulations (hereafter Rules and Regulations) for all Commercial Vehicle and Transportation Network companies operating at the Sarasota Bradenton International Airport. These Rules and Regulations are to ensure the most fair and consistent ground transportation service. It will provide the public with the safest and most convenient passenger movement.

All Commercial Vehicle and Transportation Network operators shall abide by these Rules and Regulations. Under the powers granted by Chapter 2003-309, Laws of Florida as amended, Commercial Vehicle and transportation network operators and drivers are subject to on-site supervision and direction by any personnel so designated by the Authority or its authorized representative as set forth in these Rules and Regulations. Any person who violates these Rules and Regulations will, at the discretion of the Authority or its authorized representative, be denied use of the Airport and its facilities.

The Authority reserves the right to change these Rules and Regulations at any time, for any reason and in any respect. Commercial Vehicle and transportation network operators will be notified of any changes in these Rules and Regulations by the issuance of either revised pages of this document or separate directives.

Any regulations or parts of regulations specifically relating to Commercial Vehicles or Transportation Network vehicles at the Airport that are in conflict with these regulations, are hereby superseded by these regulations, but only to the extent of the conflict.

These Rules and Regulations are enacted under the powers of Chapter 2003-309, Laws of Florida as amended, and in accordance with the requirements of Florida Statute § 627.748 governing transportation network companies and differentiating them from other common carriers.

Unless specifically defined otherwise herein, or unless a different meaning is apparent from the context, the terms used in these Rules and Regulations shall have the following definitions:

Airport - shall mean Sarasota Bradenton International Airport, located in Sarasota and Manatee Counties, Florida.

Airport Circle - shall mean the roadway circling the public parking lots and passing in front of the terminal building.

Authority - shall mean the Sarasota Manatee Airport Authority, a special district created by the Legislature of the State of Florida, pursuant to Chapter 2003-309, Laws of Florida as amended, which owns and operates the Airport

Arrival Flight Time - The actual time the flight lands at the Airport.

Arriving Passenger - shall mean any person who arrives at the Airport by way of a flight.

Commercial Vehicle - shall mean all vehicles where compensation from the passenger or the expectation of compensation or tip from the passenger, is provided in exchange for transportation. Commercial Vehicles for hire include:

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Under Florida Statutes § 627.748, this definition of Commercial Vehicle does not include:

Commercial Vehicle Queuing Area - shall mean the three lanes on the West end of the terminal building which are specifically designated for passenger pick up by Commercial Vehicles except for TNC's.

Cruising - shall mean the repetitive circling of the airport access roads for advertisement or to attract potential unauthorized pickups.

Departing Passenger - shall mean any person who is leaving the Airport by way of a flight.

Driver - shall mean any person who drives or is in actual physical control of a vehicle on a roadway, parking lot or any other location on Airport property; or one who is exercising control of a vehicle or steering a vehicle being towed by another motor vehicle.

Flight – shall mean a trip made by or in an airplane.

Ground Transportation Permit - shall mean an authorization by the Authority or its representative to conduct commercial ground transportation activities at the Airport. TNCs are not required to obtain a Ground Transportation Permit.

Ground Transportation Operating Rules and Regulations - shall mean all procedures, rules, and regulations established by the Authority or its representative, relating to commercial ground transportation activities.

Non-Tenant Car Rental - shall mean any individual or company engaged in the business of renting or leasing passenger vehicles to passengers using the Airport that does not have a tenant concession agreement in effect with the Authority. The operation of shuttle vehicles shall be governed by these Rules and Regulations; however, non-tenant car rental organizations must also comply with all provisions of the Non-Tenant Rental Car Business Permit.

One-time Pickup Authorization – shall mean an authorization by the Authority or its representative for Operators not regularly operating at the Airport to pick up pre-arranged passengers on a one-time basis on a specified date.

Operator - shall mean any company or person engaged in any type of commercial ground transportation service, except for TNCs.

Park - shall mean to put or leave or let a motor vehicle stand or stop in any location, whether the driver thereof leaves or remains in the vehicle.

Permit Sticker - shall mean an Authority approved sticker to be affixed to a vehicle. This sticker shall have a number and permit year printed on it.

Solicitation or "to solicit" - shall mean to directly or indirectly, actively or passively, openly or subtly, ask, request, seek, or try to obtain the purchase, sale, lease or exchange of goods or services, professional or otherwise, or to induce the public to enter into any obligation relating to such property or services, or any form of paid advertising.

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Transportation Network Company (TNC) – shall mean an entity operating in Florida pursuant to Florida Statutes § 627.748 using a digital network to connect a rider to a TNC driver, who provides prearranged rides. A TNC is not a taxicab association or for-hire vehicle owner. An individual, corporation, partnership, sole proprietorship, or other entity that arranges medical transportation for individuals qualifying for Medicaid or Medicare pursuant to a contract with the state or a managed care organization is not a TNC. This definition shall also include “TNC drivers,” as that term is defined in Florida Statutes § 627.748.

3.1.1 All Commercial Vehicles serving the Airport shall be of high quality, ten (10) years in age or newer, properly maintained in an excellent state of repair and operated in a clean, safe, and businesslike manner as determined by the Authority or its authorized representative. Vehicles older than ten (10) years and in excellent condition may apply for a temporary one (1) year waiver of restriction, which may be provided at the sole discretion of the Authority after a physical inspection by Properties Dept. staff.

3.1.2 All Commercial Vehicles shall be properly identifiable with company name and/or logo on the outside of the vehicle to enable passengers to identify the company name. Posting of company name and/or logo on license plates or in other discrete locations is acceptable.

3.1.3 All Commercial Vehicles shall be validly registered with the Florida Department of Motor Vehicles.

3.1.4 All drivers operating Commercial Vehicles at the Airport shall be clean and neat in their personal appearance and shall be courteous to passengers loading or unloading at the Airport.

3.1.5 All personnel of the Operator shall be properly licensed and adequately trained.

3.1.6 The Operator shall provide the Authority with adequate evidence of the fact that it carries Automobile Liability insurance with a reputable insurance company or companies in such amounts as are required for valid operation under all state or local laws or under permit with Authority, with specific coverage or endorsement making such insurance applicable to its operations at the Airport. A certificate of insurance or other verification of vehicle insurance must be carried within the vehicle and produced upon request.

3.1.7 Vehicle insurance shall cover all automobiles owned, leased, hired, rented, borrowed or otherwise used by or on behalf of the Operator and an endorsement shall require that the Authority be named as additional insured and the Authority shall be notified thirty (30) days prior to cancellation or non-renewal of said endorsement.

3.1.8 Failure to abide by the above regulations may result in driver's Airport operating privileges being revoked at the discretion of the Authority or its authorized representative.

3.2.1 The Operator shall comply with all applicable local, state and federal laws and regulations and to abide by the rules and regulations of the Authority now in effect, or that may be promulgated from time to time, including but not limited to the utilization of Commercial Vehicle queuing areas, and other such traffic control arrangements as designated by the Authority. The Operator will provide the Authority with current copies of all applicable licenses from state or local authorities for areas the Operator proposes to serve.

3.2.2 The Operator shall secure and pay the costs of all required licenses, supplementary equipment, permits, and franchises, both of its employees and vehicles. The Operator will pay all taxes, fees,

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licenses, and moneys required by the Federal, state, or local governments for its operations at the Airport.

3.2.3 The Operator shall maintain and operate its service in compliance with all requirements imposed pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, and Part 21 Nondiscrimination in Federally Assisted Programs of the Department of Transportation-Effectuation of Title 6 of the Civil Rights Act of 1964, as said regulations may be amended.

3.3.1 Commercial Vehicles may use those lanes of Airport Circle that are closest to the main terminal building for departing passengers only. Commercial Vehicles stopping at the curbside of the Airport's terminal building shall be restricted specifically to active unloading of passengers and their baggage. No pickup or parking shall be allowed in this area. Baggage delivery service vehicles must use the Commercial Vehicle queuing area for both loading and unloading baggage. Commercial Vehicles in violation of this rule may be cited and towed away in accordance with Florida State Statute 316-1945. Commercial Vehicles not having a Ground Transportation Permit with the Authority are authorized to enter Airport property only to discharge passengers in accordance with this paragraph.

3.3.2 All Commercial Vehicles desiring to pick up passengers must obtain a Ground Transportation Permit and display the Authority approved permit sticker in the lower left corner of the front windshield for access to the commercial queuing area (County Transit Authority buses are exempt from this requirement). Authorized Commercial Vehicles entering the Airport without passengers shall access the Commercial Vehicle queuing area via the outside lane of Airport Circle or from US Highway 41/General Spaatz.

3.3.3 Passenger pickup by Commercial Vehicles is permitted only in the Commercial Vehicle queuing area. Pickups by Operators other than Taxicab Concession Operator may be made on a prearranged basis only. Pickups of celebrities and politicians who wish to remain anonymous may be arranged by contacting the Airport Police in advance of the date of the pickup.

3.3.4 Commercial Vehicles not regularly operating at the Airport that have a pre-arranged passenger pick up scheduled on a specified date may request a One Time Pickup Authorization for a one-time fee of $35.00. This authorization must be requested in advance of the pickup date and evidence of insurance must be provided by the Operator. Sedans and limousines must use the paid parking lot and charter/tour buses must use lane 3 of the queuing area. If passenger pickups become regular, a Ground Transportation Permit will be required.

3.3.5 Parking in the Commercial Vehicle queuing area is designated as follows:

Lane 1 - Taxicab Concession Operator Only;

Lane 2 – Commercial Vehicles other than buses and TNC's;

Lane 3 – Buses Only (vehicles over 25 feet, carrying more than 15 passengers).

3.3.6 Authorized Commercial Vehicles shall only enter the Commercial Vehicle queuing area for the purpose of loading customers or passengers.

3.3.7 Parking in lanes 2 and 3 of the Commercial Vehicle queuing area shall be limited to 30 minutes.

3.3.8 Vehicles may not be left unattended in the Commercial Vehicle queuing area unless the driver contacts the Airport Police Department to inspect their vehicle. Upon clearance by the police officer, the driver may enter the airport terminal to meet arriving passengers at the designated

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area near the down escalator. Drivers may hold a small sign (no more than 81/2" x 11") with the prearranged passenger's name.

3.4.1 The Operator shall repair promptly, and at no cost to the Authority, any damages to property of the Authority which have been caused by the Operator or its representatives.

3.4.2 No signs (except as designated in Section 3.3.8), posters or similar devices shall be erected, displayed, or maintained by the Operator on Airport premises without prior written approval of the Authority or its authorized representative.

3.4.3 The Operator's unauthorized solicitation of business in any manner whatsoever upon Airport property is strictly prohibited. Cruising by Commercial Vehicles is specifically prohibited.

3.4.4 The Authority or its representatives shall have the right to restrict drivers of Commercial Vehicles who do not comply with these Rules and Regulations or any applicable statutes, ordinances, rules, or regulations from operating at the Airport.

3.4.5 Airport Police have the authority to cite unauthorized Commercial Vehicles.

3.4.6 Special events (tours, etc.) should be coordinated through the Properties Department.

3.4.7 The Operator shall not cause or permit to occur upon any portion of the Airport any illegal waste, any public or private nuisance, or any other act or thing which may disturb the quiet enjoyment of any other tenant, licensee, invitee, or person using or occupying any portion of the Airport.

3.4.8 Ground Transportation Permits are personal to permittee and permittee may not assign, transfer, license, convey, or sell their permit, or any rights of permittee provided by that permit, whether voluntarily or by operation of law, without the prior written approval of Authority.

3.5.1 TNCs may load passengers only in the TNC loading area specifically designated by Authority signage.

3.5.2 Prior to picking up passengers, TNCs may park only in TNC parking areas specifically designated by Authority signage.

3.5.3 TNCs shall pay a pick-up fee for the passengers that are picked up by TNCs at the Airport. The amount of this fee may be adjusted from time to time, and shall be set by Authority resolution. TNCs may contact the Authority to ascertain the amount of the current fee.

3.5.4 TNCs shall comply with any and all requirements imposed by applicable law, including those found in Section 627.748, Florida Statutes.

3.5.5 The Authority or its representatives reserves the right to restrict TNC drivers who do not comply with these Rules and Regulations or any applicable statutes, ordinances, rules, or regulations from operating at the Airport.

3.5.6 Unauthorized solicitation of business in any manner whatsoever by TNCs upon Airport property is strictly prohibited. Cruising by TNCs is specifically prohibited.

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Commencing October 1, 2021, and continuing indefinitely thereafter, except as may be amended by the Authority from time to time, Commercial Vehicle for hire operators shall pay to the Airport Authority Commercial Vehicle Fees for the use of Airport Facilities and the privilege to conduct Commercial Vehicle for hire operations on the Airport. Commercial Vehicle for hire operators shall be assessed Commercial Vehicle Fees at an annual rate per permit ("Permit Fee") or at an annual rate per vehicle departure from the Airport ("Pickup Fee") established annually by the Airport Authority Board (collectively "Commercial Vehicle Fees"), which Commercial Vehicle Fees shall contribute to the capital, operation, and maintenance costs incurred by the Airport Authority to furnish, operate, and maintain Airport Facilities used by Commercial Vehicle operators to conduct Commercial Vehicle for hire operations at the Airport.

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WHEREAS, the SARASOTA MANATEE AIRPORT AUTHORITY (hereinafter called "Authority"), is a body politic and corporate, created by Chapter 2003-309, Laws of Florida, (as amended and hereinafter called "Enabling Act") and is the owner and operator of the Sarasota Bradenton International Airport (hereinafter called "Airport"); and

WHEREAS, the Enabling Act, authorizes and empowers the Authority to fix and revise from time to time and collect rates, fees, and other charges for the use of or for the services furnished by any Airport facilities; and

WHEREAS, pursuant to terms of the Scheduled Airline Operating Agreement and Terminal Building Lease (hereinafter called “Agreement”), the Authority is obligated to annually review and recalculate rates, fees, landing fees, and other charges applicable to users and tenants of the Airport; and

WHEREAS, heretofore Resolution No. 2020-05, passed September 28, 2020, established a methodology and process for determining terminal use and landing fees for all airlines using the Airport facilities and it is the intent of the Authority to supersede that resolution in the manner identified herein below; and

WHEREAS, Section III.C.4. of the Authority's Personnel Policy requires the annual designation of a percentage salary increase when an employee is promoted to a higher salary grade; and

WHEREAS, Section IV.I. of the Authority's Personnel Policy requires an annual designation of the level of the Authority's contribution to each eligible employee's Defined Contribution (401(a)) Retirement Plan; and

WHEREAS, Resolution 2017-06 requires the contribution credit for the Authority's 457(f) Retirement Plan be determined annually in each new fiscal year's budget; and

WHEREAS, the Authority wishes to modify its existing rental rate structure at its short term, long term, and shade parking lots, and its valet service; and

WHEREAS, the Authority wishes to add new marketing support dollars to the Air Carrier Incentive Program; and

WHEREAS, the Authority wishes to modify its existing rental rate structure of its general aviation hangar's; and

WHEREAS, the Authority wishes to modify its existing rental rate structure at University Vehicle Storage lots to maintain a competitive balance with other such facilities; and

WHEREAS, the Authority wishes to modify its basic “rack rates” by type and location for advertising space; and

WHEREAS, the Authority wishes to modify its existing Commercial Vehicle fees; and

WHEREAS, it is the intent of the Authority to amend Resolution 2020-05 in the manner identified herein below; and

WHEREAS, the Authority held a public hearing, after the publication of a notice of such hearing in a newspaper of general circulation in Sarasota and Manatee Counties at least one time not less than ten days nor more than twenty-five days prior to such hearing to consider the revision of said rates or fees that will be charged to persons who use the said Airport facilities.

1

SECTION 1. The proposed budget for the fiscal year commencing October 1, 2021 and ending September 30, 2022 is hereby approved and adopted as presented below:

SECTION 2. The proposed Airline Rentals Fees and Charges for the fiscal year commencing October 1, 2021 and ending September 30, 2022, are hereby approved and adopted as presented below:

2

SECTION 3. When an employee is promoted or appointed to an interim position at a higher salary grade, s/he shall receive a salary increase of 5% per salary grade, to a maximum increase of 10%. Such increase shall be subject to the provisions of Section III.C.4. of the Authority's Personnel Policy.

SECTION 4. For each employee enrolled in the Sarasota Manatee Airport Authority Defined Contribution (401a.) Plan, the Authority will contribute six percent (6%) of such employee's annual earnings and will match the employee's annual contribution to his/her 457(b) Deferred Compensation Plan up to three percent (3%) of the employee's annual earnings.

SECTION 5. The 457(f) Plan employer contribution credit for Fiscal Year 2022 shall be one percent (1.0%) of the Authority's Operating Margin, and the methodology defined in Resolution 2017-06; and Resolution No. 2021-04

SECTION 6. The public parking rates herein established shall take effect as of October 1, 2021, and shall be as follows:

SECTION 7. Marketing Air Service budget shall add new marketing support dollars in the amount of one-million two-hundred thousand dollars from un-restricted funds for the promotion of additional domestic and international air service.

SECTION 8. The general aviation hangar monthly rental rates herein established shall take effect as of October 1, 2021, and shall be as follows:

SECTION 9. The regular rental rates charged at University Self Storage shall be modified as follows, however, staff is delegated the authority to do special pricing to meet market conditions.

3

For all units:

6-month pre-pay = last month $ 1/2 $ off.

1 year pre-pay = last month free

Six Foot Backlit Sign:

Second Level Atrium: 500

Seven Foot Backlit Sign:

Concourse: 500

Gate Hold Backlit:

B7, B8, B11, B12, B14 200

Outside Billboard:

University Pkwy: 2,000

US 41 3,000

4

SECTION 11. The Transportation Network Companies and On-Demand Limousine companies per trip fee of $3.50 will take effect as of October 1, 2021. The Baggage Delivery Service companies annual permit fee of $1,000.00 will take effect as of October 1, 2021.

Adopted this 27th day of September 2021

Doug Holder, Chairman

5

SARASOTA MANATEE AIRPORT AUTHORITY SEPTEMBER 27, 2021 MEETING STAFF NARRATIVE

REQUEST FOR APPROVAL: INCREASE CONTRACT SCOPE WITH PGAL FOR THE CONSOLIDATED CAR RENTAL FACILITY PROJECT

EXECUTIVE SUMMARY: The Board selected PGAL as the number one ranked firm at the September 2020 Board meeting, and approved their contract at the January 2021 Board meeting, to provide professional architectural and engineering services to design, permit, bid, and provide construction phase services for Consolidated Rental Car Facility. Due to the increased demand for rental cars, it was determined the facility would need to be expanded to increase the amount of vehicles stored. With the limited space available for the facility, it was determined that a multi-level garage is needed to meet demand. The design and permitting fees associated with the new multi-level garage were negotiated in the amount of $385,545.00.

NARRATIVE: The existing rental car turn-around facilities are located in six (6) separate locations along Rental Car Road, University Parkway, and Air Cargo Avenue. Based upon the draft Master Plan Update, the plan is to develop these existing locations into additional parking and leasable facilities. This project will consolidate all the fueling, cleaning, and minor maintenance into one consolidated rental car facility located on Rental Car Road. This will improve operations for the Rental Car Companies and open needed areas for further development.

With the increase of traffic and the analysis completed by PGAL, additional vehicle storage in the Quick Turn Around facility is needed to meet the current and projected demand for rental cars. PGAL and staff evaluated several options to increase vehicle storage and selected a 3-level garage. This option maintains the Quick Turn Around Facility on the original proposed site and does not impact other Airport property.

A scope was prepared by PGAL and submitted to staff for review. A fee was negotiated in the amount of $385,545.00. This project is fully funded with Customer Facility Charge (CFCs).

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority authorize the Chairman to execute a design scope increase with PGAL in the amount of $385,545.00 with a 10% contingency providing an authorized level of $424,100.00. Staff also requests authorization to prepare all documents necessary to implement this action.

1

This contract is made and entered into this ___ day of _____, 2021, by and between the Sarasota Manatee Airport Authority, hereinafter referred to as the "AUTHORITY" and PGAL, hereinafter referred to as the "CONSULTANT." The contract is effective as of this date.

WHEREAS, the AUTHORITY has entered into an Agreement for Professional Architectural/Engineering Services, dated February 18, 2021;

WHEREAS, the AUTHORITY has entered into an Agreement for Professional Architectural/Engineering Services, dated July 22, 2021;

WHEREAS, it is the intent of the AUTHORITY and the CONSULTANT to amend the Scope of Services to include additional tasks and services associated with the design phase of the project; and

IN WITNESS WHEREOF, this Second Amendment to the Agreement for Professional Engineering and Architectural Services has been executed in duplicate, by the respective parties hereto. A facsimile or electronic (including "pdf") copy of this Contract, and any amendments thereto, and any signatures thereon, shall be considered for all purposes as an original. Alternatively, such documents may be executed by electronic signatures, as determined by Florida's Electronic Signature Act and other applicable laws.

Warranty of Authority: Each person signing this Contract warrants that he or she is duly authorized to do so and to bind the respective party.

BY:___ CONSULTANT:

Printed Name: Doug Holder

Title: Chairman

OR

Title: President, CEO Fredrick J. Piccolo, A.A.E. Printed Name:

CONSULTANT: 0

PGAL

BY:___

1 Printed Name:

Original Contract, dated February 18, 2021 $ 1,698,814.00

Amendment No. 1 – Revised Geotechnical Services (net increase) July, 2021 $ 41,771.06

Amendment No. 2 – Additional Design Services for Garage, September, 2021 $ 385,545.00

TOTAL: $ 2,126,130.06

ARCHITECTURE ENGINEERING INTERIORS PLANNING

September 13, 2021

ALEXANDRIA ATLANTA AUSTIN BOCA RATON CHICAGO DALLAS HOBOKEN HOUSTON LAS VEGAS LOS ANGELES

Mr. Kent Bontrager, C.M., P.E. Sarasota Manatee Airport Authority Work: 941-359-2770. Ext 4271 Email: kent.bontrager@srq-airport.com

Dear Mr. Bontrager:

As requested, PGAL is submitting for review and board approval, our additional services request to add a three-level parking structure on the proposed consolidated rental car quick turnaround site to support both rental car and supplementary parking needs. The proposed parking structure design has been formally presented to SMAA and the rental car tenants and has been accepted as the path forward to meet the needs of the project.

Our additional services request is outlined in the attached documents, and is inclusive of management, architectural, rental car planning services from PGAL, along with structural engineering services by MCE, mechanical, electrical, plumbing, fire protection and IT engineering services by TLC, and code/life safety consulting from Jensen Hughes. We will utilize vendor services for precast garage design support and have already been in contact with Coreslab Structures and Dura-Stress, both of whom have provided design input, concept drawings, preliminary engineering and pricing. The estimated cost for this parking structure will range from $17M – 20M.

1425 Ellsworth Industrial Blvd., Suite 15 Atlanta, GA 30318

PGAL.COM

Mr. Kent Bontrager, C.M., P.E. Sarasota Manatee Airport Authority Consolidated RAC QTA and Maintenance Facilities at SRQ – Additional Services Request September 13, 2021 Page 2 of 2

Other changes to our original and contracted scope includes the addition of the cell phone lot to a site located south of Rental Car Road and the removal of any design or engineering work for the existing Hertz lot. Work planned for Parcel 2 for parking is not part of our scope but will be coordinated with our design efforts through SMAA.

This request will follow the same design and submission requirements as outlined in our contract, including Exhibit A – Detailed Scope of Services, Exhibit B – Design Deliverables, and Exhibit E – Project Schedule. The attached Exhibit C2 identifies fee request and detailed back-up, in the overall contract amendment change order amount of $385,545, or approximately 2% of anticipated construction costs.

Please let me know if you have any questions or comments regarding this request, and if additional information is needed. We look forward to commencing with this work as we move into our design development phase of the project.

Sincerely,

Jeffrey A. Weiner, AlA Executive Vice President

CC: Payal Harrell, Accounting - PGAL

Exhibit C2 - Fee Proposal - Team Synopsis - GARAGE ADDITION

9/13/2021

Firms and Disciplines Project Phases Other Services Subtotals

10% Design 30% SD 60% DD 95% CD 100% CD Bid/Permit CA

PGAL

Project Management - 5,550 $ 7,400 $ 3,700 $ 1,850 na $ 18,500 4.80%

Rental Car Planning - 4,890 $ 6,520 $ 3,260 $ 1,630 na $ 16,300 4.23%

Architecture and Interiors - 47,610 $ 63,480 $ 31,740 $ 15,870 na $ 158,700 41.16%

Masters Consulting Engineers (see attached breakdown of fees)

Structural Engineering - 23,093 $ 44,058 $ 22,029 $ 7,343 na $ 96,523 25.04%

Stantec

Fueling and Systems Engineering - - - - - na - 0.00%

Atkins North America

Civil Engineering - - - - - na - 0.00%

Site Topographic SUE and Survey na - - 0.00%

Landscape Architecture - - - - - na - 0.00%

ESA - Phases 1 and 2 ( to be provided as needed as a contract amendment) $ - 0.00%

TLC Engineering Solutions (see attached breakdown of fees)

M / E / P / FP / IT $ 9,352 $ 15,392 $ 19,809 $ 21,813 $ 6,656 na $ 73,022 18.94%

Tierra

Asbestos Demolition Survey and Screening (to be completed by separate contractor, per discussions with SMAA) $ - 0.00%

Geotechnical Engineering - difference between original scope/fee ($29,562) and new fully defined scope, previously approved $ - 0.00%

Jensen Hughes

Code Report for Garage Addition (ROM, NTE amount) $ 22,500 5.84%

Reimbursable Expenses

Estimate, based on approximately 3.0% of overall fee $ - 0.00%

Totals $ 9,352 $ 96,535 $ 141,267 $ 82,542 $ 33,349 $ - $ 22,500 385,545 100.00%

Notes:

1 Fee proposal includes full design services as outlined in the detailed scope of work and design deliverables Construction Costs Fee %

$ 15,000,000 2.57%

$ 20,000,000 1.93%

$ 25,000,000 1.54%

Sarasota Bradenton International Airport

ConRAC - QTA

PGAL

Phase 1

Schematic / Design Development

Task No. Task Description Principal Sr. Struc. Eng. Struc. Eng. Sr. CAD /BIM CAD /BIM Accounting Admin Total

Hours Hours Hours Hours Hours Hours Hours

1.01 Kick off meeting 4 8 4 4 20

1.02 Design data compilation 2 4 8 14

1.03 Prepare narrative 2 8 0

1.04 Structural systems 4 16 0 20

1.05 Preliminary framing 4 8 8 32 32 84

1.06 Preliminary foundations 8 16 32 16 16 88

1.07 0

1.08 0

Subtotal Hours 24 52 56 48 48 4 4

Direct Labor (Raw Billing Rate) $196.82 $119.51 $87.03 $79.85 $58.91 $80.76 $74.44

Subtotal Direct Labor $4,723.68 $6,214.52 $4,873.68 $3,832.80 $2,827.68 $323.04 $297.76 $23,093.16

Phase 2

Construction Documents

Task No. Task Description Principal Sr. Struc. Eng. Struc. Eng. Sr. CAD /BIM CAD /BIM Accounting Admin Total

Hours Hours Hours Hours Hours Hours Hours

2.01 Meetings / coordination 12 32 24 8 8 4 4 92

2.02 Foundation system design 4 12 40 32 48 136

2.03 Structural framing delegated review 4 12 32 8 56

2.04 Documents production 8 32 80 100 168 388

2.05 Specifications 4 8 4 16

2.06 Prepare deliverable documents 2 4 16 24 48 94

2.07 QA/QC of deliverables 4 16 32 24 76

2.08 0

Subtotal Hours 38 116 224 196 272 4 8

Direct Labor (Raw Billing Rate) $196.82 $119.51 $87.03 $79.85 $58.91 $80.76 $74.44

Subtotal Direct Labor $7,479.16 $13,863.16 $19,494.72 $15,650.60 $16,023.52 $323.04 $595.52 $73,429.72

Total Direct Labor $12,202.84 $20,077.68 $24,368.40 $19,483.40 $18,851.20 $646.08 $893.28 $96,522.88

Structural Engineering | Threshold Inspections | Forensic Engineering

EXHIBIT B FEE ESTIMATE

Project Fee Proposal - TLC Engineering Solutions

Sarasota Bradenton Airport

Rental Car Facility Quick Turn Around and Maintenance Area - Add Service No. 1 - Garage 7/13/2021

Basic Design Services 10% 30% 60% 90% 100% Total Construction Total

Engineering & Preconstruction Services Design Dev. Design Dev. Design Dev. Const. Docs Final Docs Part 1 Administration

Project Management $ 3,177.44 $ 1,985.90 $ 3,574.62 $ 2,780.26 $ 794.36 $ 12,312.58 $ 12,312.58

Electrical $ 3,104.44 $ 4,983.48 $ 6,895.36 $ 7,292.54 $ 2,330.08 $ 24,605.90 $ 24,605.90

Fire Protection $ 247.12 $ 2,718.32 $ 2,471.20 $ 2,718.32 $ 988.48 $ 9,143.44 $ 9,143.44

Plumbing $ 203.92 $ 2,039.20 $ 2,039.20 $ 1,631.36 $ 815.68 $ 6,729.36 $ 6,729.36

Technology $ 2,618.90 $ 3,665.16 $ 4,828.80 $ 7,390.46 $ 1,727.82 $ 20,231.14 $ 20,231.14

Subtotals $ 9,351.82 $ 15,392.06 $ 19,809.18 $ 21,812.94 $ 6,656.42 $ 73,022.42 - 73,022.42

Reimbursable Expenses

- - - - - - - -

$ -

- - - - - - - -

Total Fee, Allowances, Reimbursable Expenses $ 9,351.82 $ 15,392.06 $ 19,809.18 $ 21,812.94 $ 6,656.42 $ 73,022.42 - 73,022.42

Project Fee Proposal - TLC Engineering Solutions

Sunsolia Brudenton Airport

Rental Car Facility Quick Turn Around and Maintenance Area - Add Service No. 1 - Garage

7/3/2021

Design Phases Director Project Manager Sr. Mech Eng Mech Eng II Mech Eng I FP Eng Plumbing Eng Sr. Elect Eng Elect Eng II Elect Eng I Sr. Technology Tech Designer Administrative Total

Task Description

1 Task 1 - Programming (20%)

2 Coordination of team activities, scheduling, and project commi 8 2 2 4 4 2 4 26

3 Utility and infrastructure review and recommendations 4 4 4 12

4 Basis of Design Document 2 2 2 2 8

5 Project Management 2 8 10

Task 1 - Subtotal Hours 2.00 16.00 - - - - 2.00 2.00 10.00 4.00 2.00 8.00 10.00 - 56

Subtotal Direct Labor $420.38 $1,777.44 -- -247.12 $203.92 $1,985.90 $494.24 $203.92 $1,636.00 $982.90 -9,351.82

7 Task 2 - Schematic Design (40%) (8 weeks)

8 Design Meetings (x6) 4 4 4 12

9 OAC Meetings (x2) 2 2 2 6

10 Code analysis 6 2 2 10

11 Calculations 4 4 2 4 14

12 Design Concepts Validation - Narrative 0

13 SMAA Page flip 4 4 2 2 12

14 Coordination 4 8 2 4 2 4 24

15 Quality Control 2 2 2 2 2 10

16 Response to teams QA/QC Comments 2 2 2 2 8

17 Project Management 2 2 4

18 0

Task 2 - Subtotal Hours 2.00 10.00 - - - - 22.00 20.00 18.00 8.00 - 16.00 4.00 - 100

Subtotal Direct Labor $420.38 $1,985.90 -- -2,718.32 $2,039.20 $3,574.62 $988.48 $- $3,272.00 $393.15 -15,392.06

19 Task 3 - Design Development (60%) (12 weeks)

20 Weekly Design Meetings 4 4 4 4 4 4 4 28

21 Weekly OAC Meetings 0

22 Coordination 2 2 2 2 2 2 14

23 Drawing Development 8 8 4 8 4 8 48

24 Specification Development 0

25 SMAA Page flip 4 2 2 2 2 12

26 Quality Control 2 2 2 2 2 2 2 16

27 Response to teams QA/QC Comments 2 2 4 2 4 12

28 Project Management 2 8 10

29 Cell Phone Lot 0

Task 3 - Subtotal Hours 2.00 18.00 - - - - 20.00 20.00 14.00 20.00 12.00 14.00 20.00 - 140

Subtotal Direct Labor $420.38 $3,574.62 -- -2,471.20 $2,039.20 $2,780.26 $2,471.20 $1,223.52 $2,863.00 $1,965.80 -19,809.18

31 Task 4 - Construction Documents (90%) (8 weeks)

32 Weekly Design Meetings 4 4 4 4 4 4 24

33 Weekly OAC Meetings 0

34 Coordination 2 2 2 2 2 2 14

35 Drawing Development 8 8 4 8 8 4 8 48

36 Specification Development 2 2 4 4 48

37 Energy Model 4 16

38 SMAA Page flip 4 2 8 14

39 Quality Control 2 2 2 2 2 2 18

40 Response to Comments 2 2 4 4 2 12

41 Project Management 2 4 6

Task 4 - Subtotal Hours 2.00 14.00 - - - - 22.00 16.00 16.00 20.00 12.00 24.00 20.00 6.00 152

Subtotal Direct Labor $420.38 $2,780.26 -- -2,718.32 $1,631.36 $3,177.44 $2,471.20 $1,223.52 $4,908.00 $1,965.80 $516.66 $21,812.94

43 Task 5 - Bid and Permit Documents (100%) (6 weeks)

44 Bid RFTs 2 2 2 2 2 4 14

45 Plan Review submission 4 4 4 4 4 20

46 Response to Comments 2 2 2 2 2 2 2 14

47 0

Task 5 - Subtotal Hours - 4.00 - - - - 8.00 8.00 8.00 6.00 - 4.00 4.00 6.00 48

Subtotal Direct Labor -794.36 -- -988.48 $815.68 $1,588.72 $741.36 $- $818.00 $393.16 $516.66 $6,656.42

48 Task 6 - Construction Administration 0

49 Submittal Review 0

50 Field Observation 0

51 Response to Questions/Coordination 0

52 Meetings/Management 0

53 Review Change Order Proposals 0

54 Issue Modifications to Documents 0

55 Purchlist/Witness Testing 0

56 Record Drawings 0

57 Project Management 0

Task 6 - Subtotal Hours - - - - - - - - - - - - - - 0

Subtotal Direct Labor -- -- -- -- -- -- -- $-

Subtotal Hours 8.00 62.00 - - - 74.00 66.00 66.00 58.00 26.00 66.00 58.00 12.00 0

Billing Rate $210.19 $198.59 $198.59 $123.56 $101.96 $123.56 $101.96 $198.59 $123.56 $101.96 $204.50 $98.29 $86.11

Subtotal Direct Labor $1,681.52 $12,312.58 -- -9,143.44 $6,729.36 $13,106.94 $7,166.48 $2,650.96 $13,497.00 $5,700.82 $1,033.32 $73,022.42

TOTAL FEE $ 73,022.42

RE APPROVAL: INCREASE CONTRACT SCOPE WITH MAGNUM BUILDERS OF SARASOTA FOR CONSTRUCTION OF PARKING LOT EXPANSION PROJECT

EXECUTIVE SUMMARY: Staff requests authorization from the Board to approve an increase in contract scope for the Parking Lot Expansion Phase 2 Project with Magnum Builders of Sarasota, Inc. The additional scope will renovate approximately 1,400 SF of concourse level one office and storage space that is immediately needed for airlines and ground handling crews. This additional space is needed prior to upcoming peak season to meet increased traffic anticipated by our current airlines.

NARRATIVE: At the January 2021 Board meeting, the Authority awarded the low responsive bidder, Magnum Builders of Sarasota, Inc. (Magnum), a contract to expand the Long Term Parking Lot and pave the overflow parking area. The project also includes replacement of the shuttle kiosks, adds additional lighting, extends fiber optic conduit and cable to new security camera locations, removes the return loop road, and provides security fencing with landscaping to the southern boundary of the Long Term Lot.

With this change order, staff is requesting an increase in Magnum's contract scope to allow for renovations, HVAC upgrades, lighting, access control, electrical upgrades, along with miscellaneous upgrades to the concourse to allow for additional use by air carrier staff and ground handling crews as requested by American Airlines. Airport staff, along with Sweet Sparkman Architects, have evaluated this change order and found it to be in conformance with current construction costs.

Staff is requesting an increase of $272,411.00 to Magnum's contract, and an additional 30-calendar days to complete these renovations. This expansion will be paid for with CARES funds.

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority approve the increase in contract scope and fee of $272,411.00 with Magnum to renovate the concourse ground level office and storage areas. Staff also requests authorization to prepare all documents necessary to implement this action.

1

Project Title: Parking Lot Expansion Phase 2 Project Date Prepared: AIP No. September 20, 2021

Project Description: Expansion of various airport parking areas. FDOT Fin. Proj. No. N/A

N/A

Contractor: Magnum Builders of Sarasota, Inc. G.L. Acct. No. 17515-00-000

Address: 4545 Northgate Court Change Order # 06

Sarasota, FL 34243

ORIGINAL CONTRACT AMOUNT: $ 2,027,774.09

COST OF PREVIOUS CHANGE ORDERS: 545,855.03

COST OF THIS CHANGE ORDER 272,411.00

REVISED CONTRACT AMOUNT: $ 2,846,040.12

DESCRIPTION OF CHANGE QUANTITY UNIT PRICE TOTAL AMOUNT

GL Insurance: $2,588

CM Fee: $17,821.00

Subtotal: $269,181.00

Performance & Payment Bond: $3,230.00

Change Order Total: $272,411.00

Reason for Change Order: Changes due to owner requested additions.

Subject to the conditions set forth below, an equitable adjustment is established as follows:

The contract price is ... The contract time to complete work is ...

not changed. not changed.

X Increased X Increased 30-days

The foregoing is in accordance with your contract dated A. The aforementioned change and work affected thereby are subject to all contract stipulations and covenants. B. The rights of the Owner are not prejudiced; and C. All claims against the Owner which are incidental to or as a consequence of the aforementioned change are satisfied. April 10,2020 and as listed below:

SIGNATURE TITLE DATE

Owner Representative: Chairman, SMAA

Contractor Magnum Builders

Design Consultant AID, Inc.

FAA: (if applicable) N/A

FDOT (if applicable) N/A

SRQ Tenant Buildout

Gross Building Area

1357 GSF

Deduct new FCU (existing 2 FCU's to remain) **this is a budget number because we would need to see what ME3 can come up with)

Utilize cheapr ACT

RE APPROVAL: INCREASE CONTRACT SCOPE WITH MAGNUM BUILDERS OF SARASOTA FOR CONSTRUCTION OF THE PARKING LOT EXPANSION PROJECT FOR READY/RETURN LOT

EXECUTIVE SUMMARY: Staff requests authorization from the Board to approve an increase in contract scope for the Parking Lot Expansion Phase 2 Project with Magnum Builders of Sarasota, Inc. The additional scope will expand the existing Ready/Return Lot and will provide a covered shade walkway to the terminal. This expanded lot is needed to meet the rental car demand that has occurred due to the increases in airline traffic.

NARRATIVE: At the January 2021 Board meeting, the Authority awarded the low responsive bidder, Magnum Builders of Sarasota, Inc. (Magnum) a contract to expand the Long Term Parking Lot and pave the overflow parking area. The project also includes replacement of the shuttle kiosks, adds additional lighting, extends fiber optic conduit and cable to new security camera locations, removes the return loop road, and provides security fencing with landscaping to the southern boundary of the Long Term Parking Lot.

In this change order request, staff is requesting an increase in scope to Magnum's contract to allow for expansion of the Ready/Return Lot. The Ready/Return Lot will expand by approximately 105 parking stalls. The project will reconfigure the curbs and sidewalks to accommodate this expansion, and will install a covered walkway to allow pedestrian access to the terminal. AID Engineers have evaluated this change order and found it to be in conformance with current construction costs.

Staff is requesting an increase of $1,101,171.75 to Magnum's contract and an additional 210-calendar days to complete these renovations. There is currently a long lead time for the canopy steel, however, all curbing and sidewalk work will be completed within 90-calendar days.

This change order for the Ready/Return Lot has been agreed upon by the Rental Car Companies and will be funded by Customer Facility Charges (CFCs).

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority approve the increase in contract scope and fee of $1,101,171.75 with Magnum to expand the Ready/Return Lot. Staff also requests authorization to prepare all documents necessary to implement this action.

1

Project Title: Parking Lot Expansion Phase 2 Project Date Prepared: AIP No. September 20, 2021

Project Description: Expansion of various airport parking areas. FDOT Fin. Proj. No. N/A

G.L. Acct. No. N/A

Contractor: Magnum Builders of Sarasota, Inc. Change Order # 17515-00-000

Address: 4545 Northgate Court Sarasota, FL 34243 07

ORIGINAL CONTRACT AMOUNT: $ 2,027,774.09

COST OF PREVIOUS CHANGE ORDERS: $ 818,266.03

COST OF THIS CHANGE ORDER $ 1,101,171.75

REVISED CONTRACT AMOUNT: $ 3,947,211.87

DESCRIPTION OF CHANGE QUANTITY UNIT PRICE TOTAL AMOUNT

GL Insurance: $10,183.72

CM Fee: $61,713.34

Subtotal: $1,090,269.06

Performance & Payment Bond: $10,902.69

Change Order Total: $1,101,171.75

Reason for Change Order: Changes due to owner requested additions.

Subject to the conditions set forth below, an equitable adjustment is established as follows:

The contract price is ... The contract time to complete work is ...

not changed. not changed.

X Increased X Increased 210-days

The foregoing is in accordance with your contract dated A. The aforementioned change and work affected thereby are subject to all contract stipulations and covenants. B. The rights of the Owner are not prejudiced; and C. All claims against the Owner which are incidental to or as a consequence of the aforementioned change are satisfied. April 10,2020 and as listed below:

SIGNATURE TITLE DATE

Owner Representative: Chairman, SMAA

Potential Change Orders

Page 1 of 2

Page 2 of 2

Sarasota Airport Walkway – One (1) Tensile Membrane Canopy ~15' x 432' (Sarasota, FL)

Attn: Clint Riley, Sr. To: Magnum Builders, Inc. Tel: 941-351-5560 x 107 Email: criley@magnumbuilders.com Ref: 21-103-FL

VPS is pleased to offer the following design/build proposal for the above project. VPS will design, engineer, fabricate, supply and install one (1) tensile membrane canopy supported by steel in general appearance with our design concept, and as further described below:

This project has a total fabric plan area of approximately 6,480 square feet with a total fabric surface area of approximately 7,344 square feet.

Our Bond Rate, should it be required, is 2% and is not included in the price.

This proposal is valid for 30 days.

Our proposal shall be referenced in any contract/purchase order drafted for this project.

2

VPS will be responsible for the erection of our furnished materials for the tensile membrane canopy. VPS will provide necessary labor at (Non-Union / Non-Prevailing) wage structure. VPS will also provide necessary equipment, rigging and tools required for the installation of our scope.

Note: No work will commence until our accounting department receives a fully executed contract and financial sovereignty of our client.

We will provide a schedule upon contract award.

*An as-built survey of the anchor bolts is required prior to shop drawing completion.

Our offer is contingent upon our ability to invoice and receive monthly progress payments in accordance with a mutually agreed upon Schedule of Values for materials purchased and/or in fabrication and/or stored off site.

A ten percent deposit is required at order. We will submit monthly progress billings by the 25^{th} of each month projected to the final day of the month we are billing. We will submit a detailed payment schedule upon award of contract. Any retainage withheld shall be payable within 90 days of substantial completion. All payments are due within 30 days of receipt of the invoice. Late payments are subject to one percent (1%) interest charge per month.

3

We reserve the right to suspend work in the event of breach of payment terms, in excess of 60 days, as defined by the Prime Contract and our subcontract agreements.

Thank you for the opportunity to present this offer.

CLIENT APPROVAL:

VPS is hereby authorized to proceed with the work:

AUTHORIZED SIGNATURE

DATED: _____ Regards,

Regards,

David Schneider Vice President of Project Management & Construction & Brett Ivey VPS Western Regional Director

VPS Western Regional Director

5

Clint Riley

Clint,

Requested survey for canopy estimate:

I spent $500 already setting up to recover survey control, overlaying maps and images. ($500)

I figure two days survey. if we get lucky. It is a parking lot so anything in our way will likely not move too quickly. ($2,240)

About two days to process and put in deliverable form. ($1,200)

So... about $4000

Thank you, Ed Sampey Sampey, Burchett and Knight, Inc. Professional Surveyors and Mappers 1570 Global Ct. Sarasota, FL 34240 Ph. (941) 342-0349

1

Sampey, Burchett and Knight, Inc. Professional Surveyors and Mappers 1570 Global Court Sarasota, Florida 34240 (941) 342-0349 Fax: (941) 342-7490

September 14, 2021

Clint Riley Magnum Builders of Sarasota

Re: Sarasota Bradenton International Airport – Walkway Canopy and Rental Car Drive Modification EOR: American Infrastructure Development, Inc.

Thank you for the opportunity to offer a proposal on your above referenced project. After reviewing the plans we are happy to offer the following Scope of Service and Associated Fee.

Sampey, Burchett and Knight is proposing to provide engineer of record with a survey (as-built survey) of the “As Constructed” features to the EOR for their use in preparing the Record Drawings that will be required for the permitting agencies. We only work in our own drawings on Sampey, Burchett and Knight, Inc. borders. We are not proposing to develop the E.O.R. “Record Drawings”.

Construction Stakeout Three Thousand Eight Hundred Fifty Dollars ($3,850)

Construction Asbuilt

Two Thousand Two Hundred Dollars ($2,200)

Fees include survey manpower scheduling, travel time and survey CAD support.

Client Requirements: Project CAD file from engineer to facilitate construction layout.

The professional services to be provided by the Consultant are limited to those described in the Scope of Services. All other services are specifically excluded

If this Proposal/Agreement satisfactorily sets forth Client's entire understanding of the agreement, please sign one copy of this agreement in the space provided and return it to by Sampey, Burchett and Knight, Inc. as authorization to proceed with the work.

I hereby certify that ___, has been retained as a Contractor by the Owner of the property which is the subject of this proposal and hereby authorize the performance of the services as described herein and agree to pay the charges resulting thereby as identified above.

Accepted this day of ,2021.

Thank you for the opportunity to provide you with this proposal. If you have any questions or comments please, call me at 342-0349.

Sincerely,

Edward T Sampey Digitally signed by Edward T Sampey Date: 2021.09.14 15:37:35 -04'00'

Edward Sampey

Date: May 20, 2021

ESI No.: 001

Date: May 20, 2021 EST No.: 001

To: Magnum Builders

CC: Mr. Mark Jansen, P.E.

Shop Drawing: N/A

Specifications: N/A

Other: N/A

I his ESI covers revisions made to the southernmost pond to create a wetland mitigation site. The following sheets are revised:

C200 - Demolition Plan:

C301 – Geometry Plan: 1. Added curb skirts at the long-term parking spaces.

C302 – Geometry Plan: 1. Removed two ADA ramps at the west end of the existing long-term lot (sidewalk).

C401A – Grading and Drainage Plan: 1. Modified typical shelter section A-A

ItemC-9 Clearing and grubbing: $1,850.00 Increased from 2.6 ACRE to 2.8 ACRE.

Item C-12 Demolish trees: Increased from 63 EA to 77 EA.

Item C-16 Demolish curb: $1,100.00 Increased from 4400 LF to 4510 LF.

Item C-46 Adjust/ Raise/ Modify Manhole: 1 EA. $1,430.00

Item C-47 1" Asphalt milling: 24 SY $1,250.00

Item C-48 Pavement Marking Removal: $1,350.00 270 LF.

Item C-49 Nyloplast traffic rated structure. $2,200.00 1 EA.

Item C-50 8" HDPE pipe: 83 LF plus tie in $3,675.00

Total $33,810.00

No tests or permits. MOT not included. No traffic plan included. Irrigation and landscaping, soil amendments by others

7-22-20

INDEMULLER TECHNICAL SERVICES

Attention: Clint Riley

Reference: Sarasota Bradenton International Airport, Sarasota, FL

Rental Canopy – Electrical Proposal

This bid is based upon electrical plans and specifications prepared by A.I.D. Thinh D. Phan

Any resulting subcontract shall be the current edition of AIA 401 document.

Overhead and profit to be added to the cost of any changes in the work performed by Windemüller Technical Services, Inc. shall be 10% overhead and 5% profit, as outlined by the latest edition of National Price Services. When work is performed by subcontractors of Windemüller Technical Services, Inc. 10% overhead and 5% profit shall be added to that portion of work. This quotation is based upon the above referenced drawings/specifications. This quotation is valid for 60 days.

$85,310.00

If you have any questions or need additional information, please call me anytime. Best Regards,

Estimator/Project Manager

1611 Northgate Blvd. • Sarasota, FL 34234 • (941) 355-8822 • Fax (941) 359-1219 EC #13006634 • justin@windemuller.com

SARASOTA MANATEE AIRPORT AUTHORITY SEPTEMBER 27, 2021 MEETING STAFF NARRATIVE

REQUEST FOR APPROVAL: AUTHORIZATION FOR CEO/PRESIDENT TO PROCUREMENT AND EXECUTE CONSTRUCTION CONTRACT FOR THE SECURITY CHECKPOINT MODIFICATIONS PROJECT

EXECUTIVE SUMMARY: Due to recent increases in airline traffic, and the additional projected increases beginning in November, Airport Staff procured K2 Consulting to reevaluate the Security Checkpoint to determine if an additional (sixth lane) could be added. Based upon a coordinated effort with K2, TSA and staff, K2 was able to reconfigure the layout of the existing five lanes to include a sixth lane. Staff would like to expedite implementation of this project ahead of the the projected November increases, and is therefore requesting authorization for the CEO/President to procure and execute a construction contract up to $195,000.00.

NARRATIVE: The continued increase in passenger traffic has strained the capacity at the Airport's security checkpoint. In November, passenger counts will exceed the previous peak's realized in June and July, where the airport set the highest monthly passenger records in the history of the airport. Airport staff again hired K2 Consulting, a firm that specializes in security checkpoint layouts at airports, to analyze the current area and determine if there was an adjustment to the existing layout that would allow an additional checkpoint lane to be added, thus, reducing wait times and queues. The consultant was able to modify the layout based upon recently revised standards that allows the sixth lane to be incorporated into the existing space.

K2 and staff coordinated the design with TSA and has received their approval for the concept and installation. Authority staff would like approval from the Board to procure the installation of this plan, up to a construction cost amount of $195,000.00, to complete work prior to anticipated traffic for this upcoming season.

Construction is anticipated to take 30-calendar days for the project completion, and will be paid for with CARES funds.

Authority Staff recommends the Board authorize the CEO/President to procure, evaluate, and award a construction contract with the procured contractor for the Security Checkpoint Modifications project.

RECOMMENDATION: It is hereby recommended that the Board authorize the CEO/President to procure and execute a construction contract up to an amount of $195,000.00 for the Security Checkpoint Modifications Project.

Preliminary Security Checkpoint Plans.

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REVISED 2021-09-01

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PLOT DATE: 9/2/21 FILE NAME: C100000

* PORTION OF WORK ASSOCIATED WITH RELOCATING AND INSTALLING TSA CHECKPOINT EQUIPMENT REQUIRES CONTRACTOR TO SECURE ONE OF THE APPROVED TSA EQUIPMENT CONTRACTORS.

SCOPE OF WORK IS AN INTERIOR ALTERATION REQUIRING RELOCATION OF TSA PASSENGER SCREENING EQUIPMENT AND PREPARING AREA TO RECEIVE ONE (1) ADDITIONAL TSA PASSENGER (PAX) SCREENING LANE (UPON APPROVAL). ASSOCIATED WORK TO INCLUDE BUT NOT LIMITED TO: INTERIOR CEILING REPAIR, CARPET FLOORING REPAIR, INSTALLATION OF RELOCATED AND NEW TSA EQUIPMENT, AND MODIFICATIONS ASSOCIATED WITH ELECTRICAL, CCTV, AND TELECOMMUNICATIONS WORK REQUIRED FOR SECURITY AND LAYOUTS TO FUNCTION AS DEFINED BY TSA REQUIREMENTS AND SRO OPERATIONS & SECURITY. CONTRACTOR SHALL COORDINATE PHASING AND SCHEDULE AS REQUIRED TO MEET OWNER-DEFINED DELIVERY DATE.

G-002

MAIN CHECKPOINT PHASING PLANS

SARASOTA BRADENTON INTERNATIONAL AIRPORT CATEGORY II

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B. ALL CONDITIONS SHOWN ARE AS EXISTING

SECURITY SCREENING AND ANCILLARY EQUIPMENT COULD HAVE BEEN REMOVED, RELOCATED, OR ADDED SINCE EXISTING CONDITIONS OF THE CHECKPOINT WERE DOCUMENTED. THE CONTRACTOR SHOULD FIELD VERIFY EQUIPMENT AND CURRENT LOCATIONS AND NOTIFY DESIGNER OF ANY VARIANCES PRIOR TO THE START OF CONSTRUCTION SO THAT DESIGNER CAN DETERMINE IF THERE ARE ANY IMPACTS TO THE DESIGN.

AOA ACCESS DOOR

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MAIN CHECKPOINT FLOOR PLAN - DEMOLITION SCALE: 3/32" = 1 - 0"

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APN101

SMITHS 6040ATIX AT2 INCLUDES ONE INFEED ROLLER, ONE SCANNER UNIT, ONE HSC, AND ONE 6'-8" EXIT ROLLER.

A. THE DESIGN IS BASED ON THE CHECKPOINT REQUIREMENTS AND PLANNING GUIDE (CRPG) REVISION 1 DATED 3/10/2020.

SARASOTA BRADENTON INTERNATIONAL AIRPORT CATEGORY

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SMITHS 6040ATIX AT2 INCLUDES ONE INFEED ROLLER, ONE SCANNER UNIT, ONE HSC, AND ONE 6'-8" EXIT ROLLER. SARASOTA BRADENTON INTERNATIONAL

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1. COUNTS FOR QUEUNG ARE NOT INCLUDED IN THE COUNT OF RELOCATED STANCHIONS AND LAVI HARD PANELS. EXISTING QUEUNG SHALL BE RELOCATED TO MATCH PLAN. ANY ADDITIONAL STANCHIONS AND HARD PANELS THAT ARE NEEDED SHALL BE REQUESTED AT THAT TIME.

0 9/1/2021 ISSUE FOR CONSTRUCTION

MARK DATE DESCRIPTION

DESIGNING OFFICE: BETHESDA, MARYLAND

DESIGNED BY: CAMERON LOVELL, K2

DRAWN BY: CAMERON LOVELL, K2

CHECKED BY: DAVID BORGES, K2

PILOT SCALE: 11 PAPER SCALE: 22.34 LAST SAVED BY: Lenal Conner SAVE DATE: 9/1/2021 SHEET SET: Issue For Construction SHEET SUEGES: Architectural

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PLOT DATE: 9/05/07 FRENSE: CEURAS

ARN101A

MAIN TERMINAL MAIN CHECKPOINT - NEW (PROVIDED BY OWNER/TSA)

0 9/1/2021 ISSUE FOR CONSTRUCTION

MARK DATE DESCRIPTION

DESIGNING OFFICE: BETHESDA, MARYLAND

DESIGNED BY: CAMERON LOVELL, K2

DRAWN BY: CAMERON LOVELL, K2

CHECKED BY: DAVID BORGS, K2

SHEET TITLE

[F2]

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EXECUTIVE SUMMARY: Staff request approval of a Lease and Concession Agreement with Mitchell Management of Florida, Inc.

NARRATIVE: Mitchell Management of Florida, Inc. (Mitchell Management), located in Osprey, Florida is an experienced Franchisee in the Restaurant Industry. Nationally, Mitchell Management has over 900 employees, 48 locations, and the company's President, Mark Mitchell, is an involved Operator who lives in Osprey and has offices near SRQ.

Due to the significant increases in passenger traffic at the Airport, Staff wishes to provide additional food and beverage selections in the Terminal to serve the needs of the traveling public. Jimmy John's is known for fast service and all natural and fresh food selections. We propose to grant Mitchell Management the non-exclusive right to construct and operate a Jimmy John's concession at the Airport.

The proposed premises includes approximately four hundred ninety-seven (497) square feet of space on the second floor of the Terminal for retail operations, and approximately two hundred (200) square feet of space on the first floor of the Terminal for dry and cold storage. It is proposed that Mitchell Management will prepare the rough-in condition of the premises and extend all utilities to the premises in an amount not to exceed $31,000, which amount will be refunded by the Authority to Mitchell Management in credits against Mitchell Management's Percentage Payments. The proposed minimum investment required by Mitchell Management for the concession includes an initial investment in the amount of $290,205, and a mid-term investment for refurbishment in an additional amount of $20,000.

The proposed term of the agreement is scheduled to commence on October 1, 2021, and continue through August 31, 2023, with three (3) one-year renewal terms, through August 31, 2026. As consideration for the use of the premises and the privilege of doing business at the Airport, an annual Concession Fee equivalent to the greater of a Minimum Annual Guarantee (MAG) of 85% of prior year Gross Receipts, or a Percentage Payment of 12% of Gross Receipts for the sale of food and beverages and 15% for the sale of merchandise is proposed, consistent with all other food and beverage concessions at the Airport.

The President, CEO recommends approval of the Lease and Concession Agreement with Mitchell Management of Florida, Inc.

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority Board approve a Lease and Concession Agreement, with Mitchell Management of Florida, Inc. for the construction and operation of a Jimmy John's concession at the Airport consistent with the terms presented.

ATTACHMENT: Lease and Concession Agreement with Mitchell Management of Florida, Inc.

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SARASOTA BRADENTON INTERNATIONAL

Date of Execution: September 27, 2021 Initial Term: October 1, 2021 – August 31, 2023

Article 1 Definitions ..... 1 2 Prior Agreements ..... 2 3 Premises ..... 3 4 Use of Premises ..... 4 5 Use of Airport ..... 5 6 Term ..... 5 7 Concession Fee ..... 6 8 Security for Payment ..... 8 9 Accounting Records and Audits ..... 8 10 Net Agreement ..... 10 11 Obligations of Concessionaire ..... 10 12 Default by Concessionaire ..... 16 13 Waiver of Jury Trial ..... 17 14 Time of the Essence ..... 18 15 Alterations and Improvements ..... 18 16 Title to Improvements ..... 20 17 Taxes, Permits, Licenses ..... 21 18 Insurance ..... 21 19 Indemnification ..... 22 20 Damage or Destruction ..... 23 21 Rules and Regulations ..... 24 22 Environmental Regulations ..... 25 23 Federal Aviation Administration ..... 25 24 Americans with Disabilities Act ..... 25 25 Affirmative Action ..... 26 26 Nondiscrimination ..... 26 27 Disadvantaged Business Enterprise ..... 26 28 Property Rights Reserved ..... 27 29 Subordination of Bond Resolution ..... 27 30 Subordination to Federal Agreements ..... 28 31 Eminent Domain ..... 28 32 Personal Property ..... 28

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article 33 Assignment and Subletting ..... 28 34 Additions, Alterations and Signs ..... 29 35 Relationship of the Parties ..... 29 36 Rights Reserved to Authority ..... 29 37 Right of Entry ..... 29 38 Right of Flight ..... 29 39 Surrender of Premises ..... 30 40 No Acceptance of Surrender ..... 30 41 Governing Law and Venue ..... 30 42 Attorney's Fees and Costs ..... 30 43 Invalidity of Clauses ..... 30 44 Quiet Enjoyment ..... 30 45 Mortgage Rights of Lessee ..... 31 46 Corporate Tenancy ..... 31 47 Notices and Communications ..... 31 48 Federal Right to Reclaim ..... 31 49 Authority Not Liable ..... 32 50 Waivers ..... 32 51 Paragraph Headings ..... 32 52 Familiarity and Compliance with Terms ..... 32 53 Successors and Assigns ..... 32 54 Radon Gas ..... 33 55 Miscellaneous Provisions ..... 33

A-1 Second Floor, Retail Operations

A-2 First Floor, Dry and Cold Storage

B Sworn Statement on Public Entity Crim

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THIS AGREEMENT, made and entered into this 27th day of September, 2021, by and between SARASOTA MANATEE AIRPORT AUTHORITY, a body politic and corporate existing under the laws of the State of Florida, hereinafter referred to as "Authority", and MITCHELL MANAGEMENT OF FLORIDA, INC., a corporation organized under the laws of the State of Florida, whose principal place of business is 2311 N Tamiami Trail, Nokomis, FL 34275, hereinafter referred to as "Concessionaire". The term "Parties" shall refer and apply to both "Authority" and "Concessionaire."

Whereas, the Authority owns and operates the Sarasota Bradenton International Airport ("Airport") located in the Counties of Sarasota, Florida and Manatee, Florida, and

Whereas, the Authority has constructed upon the Airport a terminal ("Terminal") to serve the needs of the traveling public; and

Whereas, the Concessionaire is engaged in the business of operating food and beverage concessions and is desirous of operating a food and beverage concession at the Airport; and

Whereas, Authority desires to provide additional food and beverage concessions in the Terminal to serve the needs of the traveling public and is willing to grant Concessionaire the non-exclusive right to construct and operate a food and beverage concession at the Airport;

Now therefore, for in consideration of the foregoing and of the mutual covenants hereinafter contained, and other good and valuable consideration, the Parties hereto agree as follows:

The following words, terms, and phrases wherever used in this Agreement shall for the purpose of this Agreement have the following meaning:

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This Agreement represents the complete Agreement of the parties and any prior Agreements or representations, whether written or verbal, are hereby superseded.

Concessionaire accepts all Leased Premises in “as is” condition. Authority hereby assigns Leased Premises to Concessionaire, described as follows:

A. Extrusions which shall include all equipment necessary to support the Concessionaire's functions, such as exhaust fans, chillers, plumbing stacks, plumbing lines impacted by Concessionaire, electrical panels, and air vents and ducts.

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The Authority hereby grants to Concessionaire, subject to all the terms, covenants, and conditions of this Agreement, the non-exclusive right and obligation to construct, operate and maintain a food and beverage concession. Concessionaire agrees not to undertake any use not authorized by this Agreement. The concession rights and privileges granted to Concessionaire shall be limited to the non-exclusive right to sell quick service food and non-alcoholic beverages, including hot and cold food/beverage, sandwiches, breakfast sandwiches, chips, cookies, soft drinks, iced tea, bottled water, and meals-to-go and on-site consumption.

The concession rights herein granted by the Authority to the Concessionaire during the term of this Agreement, as may be amended, shall always be non-exclusive.

Concessionaire shall not conduct any other business, or sell any type of food, beverage, or logo merchandise, unless specifically authorized in writing to do so by the Authority. Concessionaire shall provide menus and prices for all items at each location. The Authority reserves the right to approve or disapprove any menu, merchandise, or prices, at any location for any reason. Concessionaire shall update its merchandise, menus, and prices at least annually and submit samples, photographs, or copies of each to the Authority for review.

Concessionaire shall have the right to use a portion of the Premises on the Second Floor of the Terminal and the entirety of the First Floor of the Terminal for office and storage purposes. Such office and storage space shall be located out of the public view. Spaces adjacent to and visible from the public view of the Terminal shall be not used for office or storage purposes.

Concessionaire will keep the concession open starting sixty (60) minutes prior to the first scheduled airline departure; until sixty (60) minutes prior to the last airline departure, unless

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otherwise approved by the Authority

Concessionaire must dispose of all trash, debris, and grease, in areas and containers designated by the Authority. Concessionaire may not place or leave or permit to be placed or left in or upon any part of the common areas or corridors adjacent to the Leased Premises any garbage, debris, or refuse. The disposal of any trash, debris, or any components from Concessionaire's operation shall be subject to local, state and federal environmental laws and regulations to include adopted code of NFPA.

The Initial Term shall commence October 1, 2021, and continue thereafter through August 31, 2023, unless otherwise amended or terminated as provided herein.

Provided Concessionaire remains in compliance with all terms, covenants, and conditions of this Agreement, throughout the term of this Agreement, Concessionaire shall be granted the right of

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up to three (3) one-year Renewal Terms, that may be exercised individually by Concessionaire on September 1 of each year throughout the Term of this Agreement. Said Renewal Terms shall be further subject to Concessionaire's execution of Authority's then current standard form Lease and Concession Agreement, which shall supersede this Agreement. Concessionaire shall notify Authority in writing of its intent to exercise each Renewal Term one hundred eighty (180) days prior to the expiration of the Term, as amended, to the address provided in Article 47, below.

In the event Concessionaire, with Authority approval, shall continue to occupy the Leased Premises beyond the Term of this Agreement, such holding over shall not constitute a renewal of this Agreement, but shall be considered a month-to-month tenancy only incorporating all terms and conditions of this Agreement. No such holdover shall be deemed to operate as renewal or extension of the Term. Such month-to-month tenancy may be terminated by the Authority or Concessionaire by giving one hundred and eighty (180) days' written notice of said termination to the other party at any time. Concessionaire will have no rights to renew or extend the Term of this Agreement.

As consideration for Concessionaire's use of the Leased Premises and the privilege of doing business at the Airport, Concessionaire shall pay Authority an annual Concession Fee equal to the greater of a Minimum Annual Guarantee (MAG) or a Percentage Payment plus applicable sales or use tax.

Concessionaire shall pay the Percentage Payment only for the First Agreement Year. For each Agreement Year after the First Agreement Year of the Term, a Minimum Annual Guarantee will be established equal to eighty-five percent (85%) of the previous Agreement Year Percentage Payments. Concessionaire shall pay the greater of the Percentage Payment or MAG. The MAG for each Agreement Year shall be paid in equal monthly installments payable in advance and without demand on or before the first day of each month during the Term of this Agreement.

Defined Terms:

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If at any time during the term of the Agreement there is a Severe Decline in Enplaned Passengers for three consecutive months, then the MAG shall be suspended temporarily as follows:

Once there is Enplaned Passenger Stabilization for two (2) consecutive months, the MAG shall be reinstated, and will continue unless and until there is another Severe Decline in Enplaned Passengers for three (3) consecutive months, as follows:

The percentage payment shall be the sum of (i) twelve percent (12%) of gross revenues which Concessionaire must pay from the sale of food and non-alcoholic beverages, and (ii) fifteen percent (15%) for merchandise.

Concessionaire shall submit to the Airport by the 20th day of the second month of the Term hereof, and each succeeding month of the Term hereof, an accurate statement of Gross Revenues of the preceding month, and simultaneously therewith shall pay Airport an amount by which the Percentage Payment of the preceding month exceeds one-twelfth (1/12) of the MAG. This statement shall be certified by a manager properly authorized to certify the statement on behalf of Concessionaire.

If, at the end of each Agreement Year of the Term, the aggregate payments made shall exceed the greater of the MAG or the Percentage Payment during such Agreement Year, the excess balance shall be credited to Concessionaire's account and applied against the next succeeding monthly payment as determined by the reconciliation of concession fee payments, defined in Article 9. Upon expiration of this Agreement, any credit balance due shall be reimbursed to Concessionaire.

In exchange for Concessionaire's completion of Authority's Improvements and Concessionaire's Improvements, required in Article 15.3 and Article 15.5, respectively herein, and the

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commencement of Concessionaire's operations, granted herein, on or before November 30, 2021, Authority agrees to exclude Concessionaire's obligation to pay MAG Payments and Percentage Payments, required in Article 7.1 and Article 7.5, respectively, for the period of time beginning December 1, 2021, and ending February 28, 2022, after which time said Concessionaire's MAG Payment and Percentage Payment obligations shall resume.

In the event Concessionaire fails to make timely payment of any fees, charges, and payments due and payable in accordance with the terms of this Agreement within fifteen (15) days after same shall become due and payable, interest at the maximum rate allowed by law shall accrue against the delinquent payment from the date due until the date payment is received by Authority. Notwithstanding the foregoing, Authority shall not be prevented from terminating this Agreement for default in the payment of fees, charges, and payments due to Authority pursuant to this Agreement, or from enforcing any other provisions contained herein or implied by law.

In the event Concessionaire delivers a worthless check or draft to Authority in payment of any obligation arising under this Agreement, Concessionaire shall incur a service charge of Twenty Dollars ($20.00) or five percent (5%) of the face amount of such check, whichever is greater; or, if Florida Statute Sec. 832.07 is amended, such other fee as shall be set by said statute.

Concessionaire shall forward all payments required by this Agreement to the following address:

Sarasota Manatee Airport Authority P.O. Box 550064 Tampa, Florida 33655-0064

All other reports, including the Statement of Gross Receipts shall be addressed as indicated in the Article entitled “Notices and Communications” in this Agreement.

To provide security for the fees and charges, and performance required hereunder, Concessionaire shall comply with one of the following two (2) options:

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of the Authority upon a bank that is satisfactory to Authority, which is authorized to do business in the State of Florida. The letter of credit shall be kept in force throughout the term of this Agreement and shall be in the form and content acceptable to the Authority. Said Surety Bond or Irrevocable Letter of Credit may be drawn upon by Authority if Concessionaire fails, for a period of thirty (30) days after written notice, to perform its obligations under this Agreement.

Concessionaire's failure to provide and maintain current said surety bond or irrevocable letter of credit, for a period of thirty (30) days after written notice, shall constitute a default by Concessionaire and shall be grounds for automatic termination of this Agreement.

The refund of the surety bond or irrevocable letter of credit required pursuant to this Article shall be conditioned on the satisfactory performance of all terms, conditions, and covenants contained herein throughout the entire Term of this Agreement.

Concessionaire shall keep, throughout the entire term of this Agreement or any extension thereof, all books of account and records customarily used in this type of operation as from time to time may be required by Authority, including but not limited to gross receipts, contracts, accounts receivable and individual category revenues in accordance with Generally Accepted Accounting Principals (GAAP).

All Concessionaire's books and records in relation to its concession at the Airport shall be open for inspection by the authorized representatives of Authority at reasonable times during business hours upon request. Concessionaire shall maintain such records for five (5) years after the Term of this Agreement, as may be extended. Authority may at any time conduct an audit of the books and records. Should be said audit reflect a shortfall in any percentage payment, Concessionaire shall pay the shortfall immediately upon demand by Authority.

Within sixty (60) days after receipt of a written request from the Authority for a Special Audit, Concessionaire shall provide the books of account requested by the Authority. If the books of account and records are kept at locations other than the Airport, Concessionaire shall arrange for them to be brought to the offices of the auditors for Authority for Authority to conduct the audits and inspections as set forth in this Article, or Concessionaire may at its option transport the Authority audit team to Concessionaire's headquarters for purposes of undertaking said audit. In such event, Concessionaire shall pay costs of transportation, food, and lodging for Authority's audit team.

There may be no limitation in the scope of the examination that would hinder the Authority in

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testing the accuracy and completeness of the reported revenue. Failure to maintain books of accounts and records as defined in Article 9.1 herein or a scope limitation that hinders testing the accuracy and correctness of reported revenue shall be deemed to be a material breach of this agreement. Concessionaire shall have thirty calendar days to comment in writing on the Special Audit report. Failure of Concessionaire to submit such written comments shall constitute acceptance of the Special Audit report as issued.

If said audit reflects a shortfall in percentage payments in an amount, which is more than two percent (2%) of the percentage payments due on any monthly period, or one and one-half percent (1.5%) in any annual period, then Concessionaire shall immediately pay the shortfall plus the cost of the audit.

As used herein, an “annual period” is a twelve-month period, with the first such annual period commencing at the beginning of the Term. At the close of each Concessionaire’s annual periods during the Term of this Agreement, Concessionaire at its expense shall cause an audit to be completed of its accounting transactions relating to its operations under this Agreement as set forth below in subsections (a) and (b) of this Article for such annual period by an independent Certified Public Accountant, not a regular employee of Concessionaire, acceptable to Authority. A report of each said audit shall be delivered to Authority within ninety (90) calendar days of the close of such annual period unless an extension of such time is approved by the Chief Financial Officer, in advance, in writing. The first annual report shall cover the period of September 1, 2021, to August 31, 2022. Each audit shall set forth, with respect to such annual period the following:

In the event the annual CPA audit reflects a shortfall, the payment shall be remitted to Authority within thirty (30) calendar days from receipt and acceptance of said audit report by Authority. Delivery of an audit report containing a qualified opinion, an adverse opinion, or a disclaimer of opinion as defined in the Statements of Auditing Standards, or as same may from time to time be amended or superseded, issued by the Auditing Standards Board of the American Institute of Certified Public Accounts, or any successor Board or agency thereto, shall be deemed to be a material breach of this Agreement.

This Agreement is net to Authority. Concessionaire is responsible for all the costs of all utilities, taxes and assessments of any nature whatsoever incurred on or assessed against the Leased Premises during the Term of this Agreement. Authority is authorized to sub-meter or reasonably

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allocate costs for any utilities and trash removal furnished by Authority or not separately metered to Concessionaire and to assess Concessionaire an equitable and commercially reasonable basis for Concessionaire's share of real property taxes or assessments that might be payable on Airport property. Concessionaire will promptly reimburse Authority for these costs. Concessionaire will promptly pay bills all separately metered utilities.

During the Term of this Agreement, Concessionaire shall meet and maintain the following minimum operational standards:

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and at the Airport in an orderly and proper manner so as not to annoy, disturb or offend the public and others on Airport premises. The public shall be given the highest consideration in matters affecting the operation and the use of Airport premises.

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Authority from the date the funds were expended. If the work is performed by a contractor hired by the Authority, the Authority shall be reimbursed by Concessionaire for the Authority's actual cost, including but not limited to the Authority's administrative costs of 25% and the interest expense on the amount paid by the Authority from the date the funds were expended.

During the Term of this Agreement, Concessionaire shall meet and maintain the following minimum Performance and Service Standards.

A. Cleanliness. The Premises, equipment, and materials used by Concessionaire shall continuously be clean, sanitary, and free from rubbish, refuse, food scraps, garbage, dust, dirt, rodents, insects, and other offensive or unclean materials. Concessionaire, at its sole cost and expense, shall be responsible for the provision of all janitorial services in the Premises. Concessionaire shall remove or cause to be removed, at Concessionaire's sole cost and expense, all waste, garbage, and rubbish, and agrees not to deposit same on any part of the Airport; provided, however, Concessionaire may deposit same temporarily on its Leased Premises or in space designated by Authority for removal and pay its share of the removal fee. Authority shall reasonably determine whether Concessionaire is in full compliance with the obligations, as provided for herein, and shall provide Concessionaire with written notice of any violations of Concessionaire's obligations. Immediately upon Concessionaire's receipt of Authority's written notice of violation, Concessionaire shall immediately commence such corrective action as required by Authority or as may be necessary to remedy such non-compliance to the satisfaction of Authority. If corrective action is not initiated within ten (10) days of receipt of Authority's written notice and pursued to completion in a diligent manner, Authority may cause the same to be accomplished and Concessionaire hereby expressly agrees that Concessionaire shall assume and be liable to Authority for payment of all such costs, plus twenty-five percent (25%) for administrative overhead. Such costs, plus the administrative overhead cost, shall be due and payable within thirty (30) consecutive days following Authority's invoicing.

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costs. Such utility costs shall be due and payable within thirty (30) consecutive days following Authority's invoicing.

The Authority may conduct the following regular concession performance inspections ("Quality Assurance Audits") to ensure compliance with all the standards of operation set forth in this Agreement:

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Assurance Audits. Concessionaire shall promptly notify the Authority of the corrections as completed or request additional time to correct outstanding items where the Authority determines progress has been made by Concessionaire, to correct such deficiencies.

D. In the event Concessionaire fails to correct in a timely manner the deficiencies noted in any Quality Assurance Audit as provided in this Section, the Authority may elect to charge Concessionaire an amount not to exceed Three Hundred Dollars ($300.00) per violation, per day. Concessionaire and the Authority agree that the Authority will incur damages from Concessionaire's failure to promptly remedy such violations, which damages are impractical or impossible to determine, and that this amount is a reasonable forecast of the damages to be suffered by the Authority.

The occurrence of any of the following events shall constitute a default by Concessionaire:

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In the event of any of the foregoing events of default, Authority, at its election, may exercise any one or more of the following options or remedies, the exercise of any of which shall not be deemed to preclude the exercise of any others herein listed or otherwise provided by statute or general law at the same time or in subsequent times or actions:

No action under this Article by Authority shall be construed as an election on its part to terminate this Agreement, unless a written notice of such intention be given to Concessionaire, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any concession fees or other monies due to Authority hereunder or of any damages accruing to Authority by reason of the violations of any of the terms, provision and covenants herein contained. Authority's acceptance of concession fees or other monies following any event of default hereunder shall not be construed as Authority's waiver of such event of default. No forbearance by Authority of action upon any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a waiver of the terms, provisions and covenants herein contained. Forbearance by Authority to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of any other violation or default. Legal actions to recover for loss or damage that Authority may suffer by reason of termination of this Agreement or the deficiency from any reletting as provided for above shall include the expense of repossessions or reletting and any repairs or remodeling undertaken by Authority following repossession.

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The parties hereto shall, and they hereby do, waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of, or in any way connected with, this Agreement, the relationship of Authority and Concessionaire, Concessionaire's use, or occupancy of the Premises and/or building, and/or claim or injury or damage. In the event Authority commences any proceeding to enforce this Agreement or the Authority/Concessionaire relationship between the parties or for nonpayment of concession fees (of any nature whatsoever) or additional monies due Authority from Concessionaire under this Agreement, Concessionaire will not interpose any counterclaim of whatever nature or description in any such proceedings. In the event Concessionaire must, because of applicable court rules, interpose any counterclaim or other claim against Authority in such proceedings, Authority and Concessionaire covenant and agree that, in addition to any other lawful remedy of Authority, upon motion of Authority, such counterclaim or other claim asserted by Concessionaire shall be severed out of the proceedings instituted by Authority and the proceedings instituted by Authority may proceed to final judgment separately and apart from and without consolidation with or reference to the status of each counterclaim or any other claim asserted by Concessionaire.

Time is of the essence of this Agreement; and in case Concessionaire shall fail to perform the covenants or conditions on its part to be performed at the time fixed for the performance of such respective covenants or conditions by the provisions of this Agreement, Authority may declare Concessionaire to be in default of such Agreement, excepting unavoidable delays beyond the control of Concessionaire.

The Parties recognize the value, necessity, and importance of maintaining the food and beverage facilities in well kept conditions with an attractive décor and aesthetic presentation. Concessionaire shall not make any alterations or improvements to any real or tangible personal property of Authority without the prior written consent of Authority which may be withheld at Authority's sole discretion.

Concessionaire shall make no alterations, additions, improvements to, or installations on the Leased Premises under this Agreement without the prior written approval of the Authority. Any such alterations or improvements shall be without cost to the Authority. The ultimate control over the quality and acceptability of the Improvements (Authority Improvements and Concessionaire Improvements, each defined hereinafter) to the Leased Premises will be retained by the Authority. Design of the Leased Premises shall require the review and written approval of the Authority at the 30%, 60% and 90% tenant design construction drawings prior to any installation.

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Concessionaire shall design, erect, construct and install all fixtures, furnishings, carpeting, decorations, finishings, equipment, counters, or other necessary alterations required for its operation under this Agreement. Concessionaire shall complete all alterations and repairs at its sole cost and expense unless the parties hereto mutually agree to share a cost and notice is provided in writing by the Authority. All construction shall be in conformity with the Authority's work authorization letter, and in conformity with the approved plans and specifications submitted by the Concessionaire and shall meet all applicable local building codes and ordinances as well as all other laws. Concessionaire shall submit complete plans and specifications to the Authority, and prior to commencing any construction work, obtain the Authority's written approval of said plans and specifications as contained in this Agreement. Concessionaire shall make no change or alteration in the plans and specifications without prior written approval of the Authority. In the event Concessionaire fails to submit plans and specifications which meet the approval of the Authority within thirty (30) days after the execution of this Agreement, the Authority may terminate this Agreement.

In the event of any of the following, the parties will negotiate in good faith for a reasonable extension of time: (1) acts of nature occurring after the date of execution hereof which directly affect the Leased Premises, including without limitation fire, floods, tropical storms, and other such occurrences; or (2) labor disputes, including without limitation, strikes, slowdowns, and other similar occurrences; or (3) delays in obtaining approvals from Authority; or (4) action or inaction of governmental authorities that prevents or delays Concessionaire from obtaining appropriate permits or approvals necessary in connection with the construction or operation of the Leased Premises.

Discarded furniture and other materials associated with demolition or construction work shall be removed from airport property, not deposited in common waste areas.

Authority shall provide utilities up to or within a maximum of six (6) feet from the demising line of the Leased Premises. Should utilities or other improvements beyond six feet require repair or replacement due to damage caused by previous use by Concessionaire, Concessionaire will be responsible for those repairs or replacements, but the cost cannot be counted as part of Concessionaire's Capital Investment Commitment.

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B. All of the remodeling and new construction is to be completed and open for business within the first six (6) months of this Agreement. Concessionaire shall pay to the Authority Five Hundred Dollars ($500.00) per day in addition to all other rents, fees and charges hereinafter provided as liquidated damages for delay in opening of the Leased Premises. In the event of any of the following, the parties will negotiate in good faith for a reasonable extension of time: (1) acts of nature occurring after the date of execution hereof which directly affect the Premises, including without limitation fire, floods, tropical storms, and other such occurrences; or (2) labor disputes, including without limitation, strikes, slowdowns, and other similar occurrences; or (3) delays in obtaining approvals from Authority; or (4) action or inaction of governmental authorities that prevents or delays Concessionaire from obtaining appropriate permits or approvals necessary in connection with the construction or operation of the Premises.

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Concessionaire shall assume Authority's obligations to perform all demolition, design, construction, dry wall, and extension of all utilities to the Premises to provide Concessionaire the Premises in clean and suitable condition for Concessionaire to construct and install Concessionaire's Improvements ("Rough-In Condition of Premises"). Concessionaire agrees to present a budget to Authority for review and consideration for all costs to provide said Rough-In Condition of Premises ("Authority Budget"). Authority reserves the right to amend the Authority Budget as it deems necessary. Following the Authority's approval of the Authority Budget, Concessionaire shall provide Authority copies of actual invoices of the costs incurred by Concessionaire to complete the Rough-In Condition of Premises. Based on the invoices received by the Authority, Authority shall reimburse Concessionaire for the costs incurred by Concessionaire to provide the Rough-In Condition of Premises, including up to fifteen percent (15%) of said cost for professional and administrative expenses, which total reimbursable amount shall not exceed Thirty-One Thousand and 00/100 Dollars ($31,000.00) ("Total Reimbursement"). The Total Reimbursement shall be issued by Authority to Concessionaire in monthly credits against Concessionaire's monthly Percentage Payments, beginning on the Commencement Date of this Agreement.

All improvements made to Premises by Concessionaire shall be and remain the property of Concessionaire until the expiration or earlier termination of this Agreement, at which time said improvements, shall become the property of Authority. Notwithstanding anything to the contrary in this Agreement, all equipment, trade fixtures, materials, and supplies of Concessionaire ("Trade Fixtures") remain the property of Concessionaire unless Concessionaire shall fail to remove the Trade Fixtures within twenty (20) days following the expiration or earlier termination of this Agreement and provided Concessionaire is not in default under the Agreement. It is further provided Concessionaire must exercise care in the removal of said Trade Fixtures and that Concessionaire repairs any damage to the premises caused by said removal. Failure on the part of the Concessionaire to remove its Trade Fixtures within twenty (20) days following termination shall constitute a gratuitous transfer of title thereof to Authority for whatever disposition is deemed to be in the best interest of Authority. Any costs incurred by Authority in the disposition of such Trade Fixtures shall be borne by Concessionaire.

Concessionaire shall maintain in force all licenses, permits and other certificates required by federal, state, county, or municipal authorities for its operation under the terms of this Agreement. Concessionaire shall bear, at its own expense, all costs of operating its equipment and business, including any applicable sales taxes, as well as all other taxes assessed against food and beverage operations, furnishings, equipment or stocks of merchandise and supplies and shall obtain and pay for all permits, licenses, or other authorizations required by authority of law in connection with the operation of its business at the Airport.

Concessionaire shall, at its expense, continuously during the term of this Agreement, retain the

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Concessionaire agrees to procure such other insurance in amounts and containing provisions as the Authority may reasonably require from time to time in its discretion. All such insurance shall be carried in solvent insurance companies authorized to do business in the State of Florida and approved by Authority.

Concessionaire's failure to provide and maintain current, all Certificates of Insurance required pursuant to this Article shall constitute a default by Concessionaire and shall be grounds for automatic termination of this Agreement.

Concessionaire agrees to protect, defend, reimburse, indemnify and hold Authority, its agents, employees and elected officers and each of them, free and harmless at all times from and against

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any and all claims, liability, expenses, losses, costs, fines and damages (including attorney fees) and causes of action of every kind and character against or from Authority by reason of any damage to property or the environment, including any contamination of Airport property such as the soil or storm water by fuel, gas, chemicals or other substances deemed by the EPA to be environmental contaminants at the time this Agreement is executed or as may be redefined by the appropriate regulatory agencies in the future, or bodily injury (including death) incurred or sustained by any agent or employee, and any third party whomsoever, or any governmental agency, arising out of or incident to or in connection with Concessionaire's performance under this Agreement, Concessionaire's use or occupancy of the Premises, Concessionaire's acts, omissions or operations hereunder or the performance, nonperformance or purported performance of Concessionaire or any breach of the terms of this Agreement. Provided, however, that Concessionaire shall not be responsible to the Authority for all claims, liability, expenses, losses, costs, fines, and damages (including attorney fees) and causes of action occasioned solely by any gross negligent or willful misconduct of the Authority, its agents, employees, officers, representatives, and contractors. Concessionaire recognizes the broad nature of this indemnification and holds harmless clause, and voluntarily makes this covenant and expressly acknowledges that it is an express condition of this Agreement. This clause shall survive the termination of this Agreement. Compliance with the insurance requirements as attached hereto shall not relieve Concessionaire of its liability or obligation to indemnify Authority as set forth in this Article.

Concessionaire hereby assumes full responsibility for the character, acts, and conduct of all its agents, employees, officers, representatives, contractors, invitees, or any person admitted to the Premises by or with the actual or constructive consent of Concessionaire and acting for or on behalf of Concessionaire. If the Premises, or any part thereof, or any other Airport facilities, during the Term of this Agreement or any extension thereof, shall be damaged by the act, default, or negligence of Concessionaire, or of Concessionaire's Members, agents, employees, officers, representatives, or contractors, Concessionaire shall at its sole cost and expense restore said Premises to the condition existing prior to such damage.

If Concessionaire fails, within reasonable time to commence restoration of the said Premises as required above, Authority shall have the right to enter the Premises and perform the necessary restoration, and Concessionaire hereby expressly agrees that it shall fully assume and be liable to Authority for payment of the costs therefore, plus fifteen percent (15%) administrative overhead. Such restoration cost, plus the administration cost, shall be due and payable within thirty (30) days following the Authority's invoicing.

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Notwithstanding the foregoing, at any time during the term of this Agreement or any extension thereof except as otherwise provided in Article 20.5 below, should the improvements constructed by or for Authority or Concessionaire upon the Premises be damaged or destroyed in whole or in part by fire or other casualty, Concessionaire shall give prompt notice in writing to Authority, and Concessionaire, may, subject to prior written approval of Authority, repair, replace and the same

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to the satisfaction of Authority. Such repairs, replacements or rebuilding shall be made by Concessionaire at Concessionaire's sole cost and expense, in accordance with Authority's requirements; provided that, prior to commencing construction, Authority may require Concessionaire to furnish a performance and payment bond and builder's risk insurance, all of which shall be in such amounts and in such form as shall be acceptable to Authority in its sole discretion. Upon compliance with the foregoing, and after settlement shall have been made with the insurance company or companies and said proceeds of such insurance policy or policies shall have been paid jointly to Concessionaire and Authority, Concessionaire shall commence such repair, replacements, or rebuilding within a reasonable time and shall continue such work with reasonable diligence until completion.

Upon receipt by Concessionaire of the proceeds of any insurance policy or policies, the proceeds shall be deposited in an escrow account approved by Authority so as to be available to pay for the cost of such repair, replacement, or rebuilding. Such proceeds shall be disbursed during construction to pay the costs of such work. If the amount of such insurance proceeds is insufficient to pay the costs of the necessary repair, replacement or rebuilding of such damaged improvements, Concessionaire shall pay any additional sums required into said escrow account. If the amount of such insurance proceeds is in excess of the costs thereof, the amount of such excess shall be remitted to Concessionaire.

Should the improvements on the Premises be damaged or destroyed in whole or in part by fire or other casualty, Concessionaire, may, subject to approval by Authority at its sole discretion, be relieved of the obligation to repair, replace, or rebuild the same and have the right to cancel this Agreement. In such event, Concessionaire shall provide Authority written notice within thirty (30) days after the date of any such damage or destruction and, upon approval by Authority, this Agreement shall terminate, and the insurance proceeds received or receivable under any policy of insurance shall be paid to and retained by Authority. All fees payable under this Agreement shall be prorated and paid to the date of such termination. The receipt and acceptance of insurance proceeds by Authority under this Article 20.5 will relieve Concessionaire from any responsibility to restore the Premises to their former condition, and Concessionaire further waives any claim against Authority for damages or compensation, should this Agreement be so terminated.

Except as otherwise provided in this Agreement, in the event that the Premises or any part thereof shall be destroyed or damaged in whole or part by fire, water, or any other cause, or if any other casualty or unforeseen occurrence shall likewise render the fulfillment of this Agreement by Authority impossible, then thereupon this Agreement shall terminate and Concessionaire shall pay fees for said Premises only up to the time of such termination, and Concessionaire shall hereby waive any claim for damages or compensation should this Agreement be so terminated.

Concessionaire shall at all times comply with applicable Federal, State, and local laws and regulations, Airport Rules and Regulations, all applicable health rules and regulations, and other mandates whether existing or as promulgated from time to time by the federal, state, or local

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government, Authority or Airport Management including, but not limited to, permitted and restricted activities, security matters, parking, ingress and egress, environmental and storm water regulations, fire codes and any other operational matters related to the operation of the Airport. This shall include, but not be limited to, Concessionaire precluding its employees, agents, customers, or invitees from entering upon any restricted area of the Airport as noted in procedures, rules or regulations of Authority or the Department of Homeland Security. In addition to other remedies provided hereunder, any violation of Airport or Department of Homeland Security procedures regarding security shall subject Concessionaire to an administrative damage payment of $500 (in consideration for the administrative processing required by Authority to process and to respond to a violation) and to damages equal to the greater of (i) $1,000 per occurrence (in consideration for damages which might be suffered by Authority in the form of fines or administrative procedures resulting from such violation), or (ii) the civil fine imposed by the Federal Aviation Administration upon Authority as a result of the violation. This amount must be paid by Concessionaire within ten (10) days of receipt of written notice or this Agreement will be terminated by the Authority. Nothing herein shall restrict or limit the right to exhaust any administrative or judicial remedies available to Concessionaire with respect to such administrative penalties.

Notwithstanding any other provision of this Agreement, Concessionaire acknowledges that certain properties and use of properties within the Airport are subject to environmental regulations. Concessionaire agrees to observe and abide by said regulations as applicable to its use of the Airport, and in addition to any and all other Agreement requirements, and any other covenants and warranties herein, Concessionaire hereby expressly warrants, guarantees, and represents to Authority, upon which Authority expressly relies, that Concessionaire is aware of federal, state, regional and local governmental laws, ordinances, regulations, orders and rules, without limitation, which govern or which apply to the direct or indirect results and impacts to the environment and natural resources due to, or in any way resulting from, the conduct by Concessionaire of its operations pursuant to or upon the Premises. Concessionaire expressly represents, covenants, warrants, guarantees, and agrees that it shall comply with all applicable federal, state, regional and local laws, regulations and ordinances protecting the environment and natural resources including, but not limited to, the Federal Clean Water Act, Safe Drinking Water Act, Clean Air Act, Resource Conservation Recovery Act, Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("Superfund") and all rules and regulations promulgated or adopted thereunder as same may from time to time be amended. Concessionaire further expressly represents, covenants, warrants, guarantees, and agrees that it shall fully comply with all state and local laws, ordinances, rules, and regulations protecting the environment. Concessionaire agrees to keep informed of future changes in the existing environmental laws.

Concessionaire hereby expressly agrees to indemnify and hold Authority harmless from and against any and all liability for fines and physical damage to property or injury or deaths to persons, including reasonable expense and attorney's fees, arising from or resulting out of, or in any way caused by, Concessionaire's failure to comply with any and all applicable federal, state and local laws, ordinances, regulations, rulings, orders and standards, now or hereafter, promulgated for the purpose of protecting the environment. Concessionaire agrees to cooperate with any investigation or inquiry by any governmental agency regarding possible violation of any environmental law or regulation.

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This Agreement may be subject to review and approval by the Federal Aviation Administration (FAA). If the FAA objects to any portion of the Agreement, the parties will negotiate to resolve any FAA objection(s).

Concessionaire shall comply with the requirements of "The Americans with Disabilities Act" (ADA) as published in the Federal Register, Volume 56, No. 144 and the State of Florida Accessibility Requirements Manual (ARM).

Concessionaire assures that it will undertake an affirmative action program as required by 14 CFR Part 152, Subpart E, to ensure that no person shall on the grounds of race, creed, color, national origin, or sex be excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E. Concessionaire assures that no person shall be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by this subpart. Concessionaire assures that it will require that its covered sub organizations provide assurances to Concessionaire that they similarly will undertake affirmative action programs and that they will require assurances from their sub organizations, as required by 14 CFR Part 152, Subpart E, to the same effect.

Concessionaire, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree, that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airport facilities; (2) that Concessionaire shall use the Airport Premises in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended.

In the event of breach of any of the above nondiscrimination covenants, Authority shall have the right to terminate the Agreement and to re-enter into a new agreement as if said Agreement had never been made or issued. The provision shall not be effective until the procedures of Title 49, Code of Federal Regulations, part 21 are followed and completed, including exercise or expiration of appeal rights.

Concessionaire shall comply with Authority's approved Airport Concession Disadvantaged Business Enterprise (ACDBE) program submitted in compliance with all other requirements

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imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Office of the Secretary, Part 23, Participation by DBE programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964 and as said regulations may be amended. Further provided, that no person shall be excluded from participation in, denied the benefits of, or otherwise discriminated against in connection with the award and performance of any contract, including subcontracts, covered by 49 CFR Part 23 on the grounds of race, color, national origin or sex. Concessionaire shall make good faith efforts to attain the goal of DBE participation of nine percent (9%) as set by the Authority for this Agreement from the use of DBE certified vendors and suppliers.

Concessionaire will inform the Airport Authority what ACDBEs will be used in providing the services described. Concessionaire agrees that within sixty (60) days after the expiration of each calendar quarter during the term of this Agreement, it will provide a report to the Airport Authority, in a form acceptable to the Authority, describing the gross receipts of each such ACDBE (and each substitute ACDBE obtained) or the dollar value of other goods and services purchased by the Concessionaire from each such ACDBE, in each case calculated in accordance with the requirements outlined in 49 CFR Part 23.

Concessionaire agrees that it will also submit within the same period described in (a) above a report to the Authority, in a form acceptable to the Authority, describing the Concessionaire's total gross receipts for the entire contract, or in the case of a rental car concession, the total dollar value of vehicles and other goods and services purchased by the Concessionaire.

Concessionaire will have no right to terminate an ACDBE for convenience without the Authority's prior written consent. If an ACDBE is terminated by the Concessionaire with the Authority's consent or because of the ACDBE's default, then the Concessionaire must make a good faith effort, in accordance with the requirements of 49 CFR Part 23.25 (e)1(iii) and (iv) and 49 CFR Part 26.53 to find another ACDBE to substitute for the original ACDBE to perform the same estimated gross receipts) or in the case of a rental car concession, to sell the same amount of vehicles and other goods and services) under the contract as the ACDBE that was terminated. The Concessionaire breach of its obligations above shall be a default by the Concessionaire and shall entitle the Authority to exercise all its contractual and legal remedies, including termination of this Agreement.

This Agreement shall be subject and subordinate to all the terms and conditions of any instruments and documents under which Authority acquired the land or improvements thereon, of which said food and beverage locations are a part and shall be given only such effect as will not conflict with nor be inconsistent with such terms and conditions. Concessionaire understands and agrees that this Agreement shall be subordinate to the provisions of any existing or future agreement between Authority and the United States of America, or any of its agencies, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport, and to any terms or conditions imposed upon the Airport by any other governmental entity. Authority warrants and represents that, as of the date hereof, there are no instruments, documents or other restrictions described in this Article 28 which could operate to restrict, impair or prohibit Concessionaire's ownership and operation of a restaurant in compliance with this Agreement. Authority will provide written notice to Concessionaire of the imposition hereafter of any restrictions or other provisions which could operate to restrict, impair or prohibit the operation

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of such restaurant by Concessionaire.

This Agreement and all rights of Concessionaire hereunder are expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation, or assignment made (at any time) by Authority to secure Bond financing. This Agreement is subject and subordinate to the terms, covenants, and conditions of the Bond Resolution authorizing the issuance of Bonds by Authority. Authority may amend or modify the Bond Resolution or make any change thereto that does not materially adversely affect Concessionaire's rights under this Agreement. Conflicts between this Agreement and the Bond Resolution shall be resolved in favor of the Bond Resolution. Authority warrants and represents that, as of the date hereof, there are no terms or provisions in such agreements, assignments or resolutions described in this Article 29 which could operate to restrict, impair or prohibit Concessionaire's ownership and operation of a restaurant in compliance with this Agreement.

This Agreement shall be subject and subordinate to all the terms and conditions of any instrument and documents under which the Authority acquired the land or improvements thereon and shall be given only such effect as will not conflict with nor be inconsistent with such terms and conditions. Concessionaire understands and agrees that this Agreement shall be subordinate to the provisions of any existing or future agreement between Authority and the United States of America, or any of its agencies, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. Authority warrants and represents that, as of the date hereof, there are no terms or provisions in such agreements, assignments or resolutions described in this Article 29 which could operate to restrict, impair or prohibit Concessionaire's ownership and operation of a restaurant in compliance with this Agreement.

In the event the United States of America or the State of Florida shall, by exercise of the right of eminent domain or any other power, acquire title in whole or in part of the Airport, including any portion assigned to Concessionaire, Concessionaire shall have no right of recovery whatsoever against Authority but shall make its claim for compensation solely against the United States of America or the State of Florida, as the case may be.

Any personal property or Concessionaire or of others placed in the Premises shall be at the sole risk of Concessionaire or the owners thereof, and Authority shall not be liable for any loss or damage thereto, irrespective of the cause of such loss or damage, and Concessionaire hereby waives all rights of subrogation or recovery for such damage, destruction, or loss.

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Concessionaire shall not assign or subcontract this Agreement, either in whole or in part, without prior written consent of Authority which consent may be withheld for any reason whatsoever at the sole discretion of Authority. No request for, or consent to, such assignment shall be considered unless Concessionaire shall have paid all fees, and charges which have accrued in favor of Authority and Concessionaire shall have otherwise met all other legal obligations to be performed, kept, and observed by it under the terms and conditions of this Agreement or as this Agreement may be subsequently amended or modified. Authority reserves the right to investigate the financial capacity of the proposed assignee or subcontractor prior to making its decision.

Concessionaire shall make no alterations or additions to the Premises or leasehold improvements thereon, without the prior written consent of Authority.

Concessionaire shall not erect and will not allow to be erected on the Premises any advertising, sign or poster or any other advertising device of whatever kind or notice without prior written approval of Authority, which may be withheld for any reason whatsoever at Authority's sole discretion. Merchandise display and promotional signs within the Premises are exempt from this requirement provided they are in good taste and satisfy the operational, performance and service standards herein.

Concessionaire is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and Authority shall in no way be responsible therefor.

Rights not specifically granted to Concessionaire by this Agreement are expressly and independently reserved to Authority. The Authority expressly reserves the right to prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute a hazard.

Authority shall have the right to enter the Premises for the purpose of protecting Authority's rights and interest, providing for periodic inspection of the Premises from the standpoint of safety and health, and monitoring Concessionaire's compliance with the terms of this Agreement.

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Authority reserves, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property owned by Authority, including the Premises, together with the right to cause in said airspace, such noise as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from or operating on the Airport.

Concessionaire expressly agrees for itself, its successors, and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such a height so as to comply with Federal Aviation Regulations, Part 77, or Florida statute.

Concessionaire further expressly agrees for itself, its successors, and assigns, to prevent any use of the Premises which would interfere with or adversely affect the operation or maintenance of the Airport, or otherwise constitute an airport hazard.

Concessionaire shall surrender up and deliver the Premises to Authority upon termination of this Agreement in the same condition as existed at the commencement of this Agreement, ordinary wear and tear excepted. Provided Concessionaire is not in default in the payment of fees and charges required under this Agreement, Concessionaire, at the termination of this Agreement, shall remove all its personal property from the Premises forthwith. Failure on the part of Concessionaire to remove the same on the date of termination shall constitute a gratuitous transfer of title thereof to Authority for whatever disposition is deemed to be in the best interest of Authority. Any costs incurred by Authority in the disposition of such personal property shall be borne by Concessionaire.

No action by Authority or Authority's agents or employees during the term of this Agreement shall be deemed an acceptance of the surrender of this Agreement and no acceptance of a surrender shall be valid unless in writing.

This Agreement shall be construed in accordance with the laws of the State of Florida. Venue for any action brought pursuant to this Agreement shall be in Sarasota or Manatee Counties, Florida. Any action for breach of or enforcement of any provision of this Agreement shall be brought in the 12th Judicial Circuit in and for Sarasota or Manatee County.

In the event legal action is required hereunder to enforce the rights of the parties pursuant to this Agreement the prevailing party in such action shall be entitled to recover costs and attorney's fees, including appellate fees.

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The invalidity of any portion, article, paragraph, provision, or clause of this Agreement shall have no effect upon the validity of any other part of portion thereof.

Authority covenants that Concessionaire shall and may peaceably and quietly have, hold and enjoy the Premises and all parts thereof for the term hereby granted, subject to the terms and provisions hereof.

Concessionaire may mortgage, pledge, or hypothecate its property and leasehold interest provided Concessionaire as a condition precedent first provides to Authority written evidence that the priority right of Authority under this Agreement will not be adversely affected by such action.

If Concessionaire is a corporation, the undersigned officer of Concessionaire hereby warrants and certifies to Authority that Concessionaire is a corporation in good standing and is authorized to do business in the State of Florida. The undersigned officer of Concessionaire hereby further warrants and certifies to Authority that he or she, as such officer, is authorized and empowered to bind the corporation to the terms of this Agreement by his or her signature thereto. Authority, before it accepts and delivers this Agreement, shall require Concessionaire to supply it with a Sworn Statement on Public Entity Crimes, Exhibit B attached hereto and incorporated herein, and a certified copy of the corporate resolution authorizing the execution of this Agreement by Concessionaire. If there shall occur any change in the ownership of and/or power to vote the majority of the outstanding capital stock of Concessionaire, whether such change or ownership is by sale, assignment, bequest, inheritance, operation of law or otherwise, without the prior written consent of Authority, then Authority shall have the option to terminate this Agreement upon thirty (30) days' written notice to Concessionaire, furthermore, Concessionaire shall have an affirmative obligation to notify immediately Authority of any such change.

All notices or other communications to Authority or to Concessionaire pursuant hereto shall be deemed validly given, served, or delivered, upon deposit in the United States mail, certified and with proper postage and certified fee prepaid, addressed as follows:

Authority: Concessionaire:

Mitchell Management of Florida, Inc.

Sarasota Manatee Airport Authority Sarasota Bradenton International Airport 6000 Airport Circle Concessionaire:

2311 N Tamiami Trail

Nokomis, FL 34275

Sarasota, Florida 34243

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or to such other address as the addressee may designate in writing by notice to the other party delivered in accordance with the provisions of this paragraph.

In the event a United States governmental agency shall demand and take over the entire facilities of the Airport or the portion thereof wherein the Premises are located, for public purposes, then this Agreement shall thereupon terminate, and Authority shall be released and fully discharged from all liability hereunder. In the event of such termination, Concessionaire's obligation to pay a concession fee, rents and other charges shall cease, however, nothing herein shall be construed as relieving Concessionaire from any of its liabilities relating to events or claims of any kind whatsoever prior to this termination.

Authority shall not be responsible or liable to Concessionaire for any claims for compensation or any losses, damages or injury sustained by Concessionaire resulting from (a) cessation for any reason of air carrier operations at the Terminal, or (b) diversion of passenger traffic to any other facility.

No waiver by Authority at any time of any of the terms, conditions, covenants, or agreements of this Agreement, or noncompliance therewith, shall be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof by Concessionaire. No delay, failure, or omission of Authority to reenter the Premises or to exercise any right, power, privilege, or option arising from any default nor subsequent acceptance of fees and charges then or thereafter accrued, shall impair any such right, power, privilege, or option or be construed to be a waiver of any such default or relinquishment thereof, or acquiescence therein. No notice by Authority shall be required to restore or revive time as of the essence hereof after waiver by Authority or default in one or more instances. No option, right, power, remedy, or privilege of Authority shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. It is agreed that each and all of the rights, power, options, or remedies given to Authority by this Agreement are cumulative and no one of them shall be exclusive of the other or exclusive of any remedies provided by law, and that the exercise of one (1) right, power, option or remedy by Authority shall not impair its rights to any other right, power, option or remedy.

The paragraph headings contained herein are for convenience in reference and are not intended to specifically define or limit the scope of any provision of this Agreement.

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Concessionaire represents that it has carefully reviewed the terms and conditions of this Agreement and is familiar with such terms and conditions and agrees to faithfully comply with the same to the extent to which said terms and conditions apply to its activities as authorized and required by this Agreement.

All provisions of this Agreement shall extend to bind and inure to the benefit not only of Authority and of Concessionaire, but also their legal representatives, successors, and assigns, provided any assignment receives prior written approval of Authority.

It is a requirement of the State of Florida that the following notification statement be included in all agreements relating to rental or use of real property. This is provided for information purposes only.

RADON GAS: Radon is naturally occurring radio-active gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit.

All terms and provisions hereof shall be binding upon, and the benefits inure to the parties hereto and their heirs, personal representatives, successors, and assigns. Wherever used, the singular number shall include the plural, the plural the singular and the use of any gender shall include all genders. This Agreement, and instruments of documents relating to same, shall be construed under Florida law. This Agreement may subsequently be amended only by written instrument signed by the parties hereto.

Continued, on next page.

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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.

Signature _____

Name _____

Title _____

Date ___ MITCHELL MANAGEMENT

Signature _____

Name ___

Title _____

Date Title President

Approved as to Form & Legality Seal

Legal Counsel for Authority

MITCHELL MANAGEMENT

OF FLORIDA, INC.

Signature Mu.D.

Name Mark W. Mitchell

2023 Title President

Date 9|9|2021

Name Lori Mitchell

Title rp

Date 9/9/2021

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EXHIBIT B

THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.

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6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate by placing a check ( ☐) in front of the appropriate statement. Check only one statement)

Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members or agents who are active in the management of the entity, nor any affiliate of the entity was charged with and convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity was charged with and convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity was charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there was a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings, and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY, PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO, OF ANY CHANGE AFFECTING THE CORRECTNESS OF THE INFORMATION CONTAINED IN THIS SWORN STATEMENT.

<table><tr><td>I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY, PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO, OF ANY CHANGE AFFECTING THE CORRECTNESS OF THE INFORMATION CONTAINED IN THIS SWORN STATEMENT.</td></tr></table>

(Signature) (Date)

Marc W.-Mitzheck (Printed Name)

STATE OF Florida COUNTY OF Sarasota

The foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization, this 9 day of September, 2021 by Mark Mitchell who is ☑ personally known to me or ☐ has produced _____ as identification.

HEATHER MALDONADO

Notary Public - State of Florida

Commission # GG 279634

My Comm. Expires Nov 26, 2022 Bonded through National Notary Assn.

Signature of Notary Public

Heather Maldonado

Printed Name of Notary Public

My Commission Expires: Nov 26, 2022

(SEAL)

☑

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EXECUTIVE SUMMARY: Staff is requesting approval of the Lease Development Agreement with Southern Light, LLC.

NARRATIVE: Southern Light, LLC (Southern Light) is organized under the laws of the State of Alabama and is a State of Florida Public Utility authorized to do business in the State of Florida.

Southern Light has established itself as a growing provider of data transport services along the Gulf Coast region serving markets across Florida, Alabama, Louisiana, Georgia, and Mississippi. Southern Light's regional fiber network includes nearly 540,000 fiber strand miles, 5,700 route miles, and over 4,500 on-net locations.

Southern Light has requested to lease approximately 0.23 acres of Manatee County Parcel No. 6844700139, a parcel lying just south of the existing Telecom Tower on US 41, for the installation and maintenance of utilities, cables, conduits, and pipes, required to provide fiber optic cable, under and across the Authority's land to and from the premises.

The proposed lease is a triple net lease with a ten (10) year length of term for approximately 10,000 square feet of undeveloped non-aviation land at the apprised fair market value of one dollar ($1.00) per square foot, or ten thousand dollars ($10,000) per year, which rate will be subject to an annual CPI adjustment.

In lieu of annual rent payments for the premises, Southern Light has proposed to provide the Authority a contiguous uninterrupted fiber circuit to the Airport Terminal that meets or exceeds 1GB per second of bandwidth of highspeed internet access with a 1GB per second bandwidth of highspeed internet capacity. Staff has identified an indefinite need for the proposed service and has valued the service above the required annual rent amount.

The President, CEO recommends approval of the proposed lease with Southern Light, LLC, as presented.

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority Board approve the Lease Development Agreement with Southern Light, LLC.

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THIS LEASE AGREEMENT (this “Lease”) is made and entered into this 27th day of September, 2021, by and between the Sarasota Manatee Airport Authority, a political subdivision of the State of Florida (“Authority”), and SOUTHERN LIGHT, LLC, a Limited Liability Company, organized under the laws of the State of Alabama, and a State of Florida Public Utility possessing a Certificate of Public Convenience and Necessity from the Florida Public Service Commission, authorized to do business in the State of Florida (hereinafter referred to as the "Lessee").

WHEREAS, Authority, owns and operates the Sarasota Bradenton International Airport ("Airport"), located in Sarasota County and Manatee County, Florida; and

WHEREAS, Authority is permitted to lease land and facilities at the Airport pursuant to the Florida Statutes; and

WHEREAS, Tenant desires to lease land at the Airport from the Authority to provide fiber optic communication services at the Airport; and

WHEREAS, Authority desires to let land at the Airport to Tenant to provide fiber optic communication services at the Airport;

NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants, terms and conditions herein contained, and other good and valuable consideration, the receipt of which the parties hereby expressly acknowledge, the parties hereto covenant and agree as follows:

The foregoing recitals are true and correct and are hereby incorporated herein by reference. This Lease shall become effective upon approval by the Sarasota Manatee Airport Authority Board and executed by all parties as recorded above ("Effective Date").

2.01 Commencement. The rent comment date shall be the earlier of the date Tenant occupies or begins using the Premises (or any part thereof) for development, construction, or operation of its business activities, or December 1, 2021 ("Commencement Date").

2.02 Term. The Term of this Lease shall be for a contiguous uninterrupted period of ten (10) years ("Term"), unless sooner terminated or renewed pursuant to the terms, covenants, and conditions of this Lease.

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liabilities and obligations under this Lease except for Tenant's indemnification obligations under this Lease and Tenant's obligation to restore the Premises under this Lease.

2.04 Expiration. This Lease shall automatically terminate at the end of the Initial Term, unless renewed in accordance with this Article. In the event this Lease is renewed, this Lease shall automatically terminate at the end of the Renewal Term.

3.01 Leased Premises. Authority hereby demises and lets to Tenant, and Tenant hereby rents from Authority that Premises consisting of approximately 0.23 acres (approximately 10,000 square feet) tract of land, which land is more specifically described as Tract A on the attached Exhibit A (the "Premises"), together with a non-exclusive easement for pedestrian and vehicular ingress and egress to and from the Premises and for the installation and maintenance of utilities, cables, conduits, and pipes, for the sole purpose of providing fiber optic communication services, under and across the Authority's land to and from the Premises. Unless otherwise provided herein, the easement area shall be considered a part of the Premise. In the event Authority and Lessee do not agree in writing on a final Exhibit A, this Lease shall be null and void.

3.02 Use of Premise. The rights granted hereunder are expressly limited to the improvement, construction, maintenance, and operation of the Leased Premises for the sole purpose. Tenant agrees that the Premises shall be utilized solely for the uses permitted herein and for no other purpose whatsoever. Tenant shall not provide any products or services that are not specifically authorized by this Lease.

3.03 Additional Rights of Use. In addition to the specific right of use granted above, Authority hereby grants to Tenant the following general privileges, uses, and rights, all of which shall be non-exclusive and subject to all terms, conditions, and covenants of this Lease:

Except as expressly set forth in this Section, nothing in this Lease shall be construed to grant or convey to Tenant the right to use any space or area improved or unimproved which is leased to or under contractual control of a third party, or which Authority has not leased to Tenant herein.

3.04 Right of Use Standards. Tenant shall maintain the Premises and conduct its use

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and activities on and from the Premises in a safe, clean, secure, efficient, and first-class professional manner for which Tenant is known and which is consistent with the degree of care and skill exercised by other similar private and public utility operators at the Airport.

3.05 Condition of Premises. Subject to Tenant's rights to complete Inspections pursuant to this Lease and the Authority's obligations with respect to Pre-existing Environmental Conditions, Tenant accepts the Premises in its "AS IS CONDITION" and "WITH ALL FAULTS," together with all defects, latent and patent, if any. Tenant further acknowledges that Authority has made no representations or warranties of any nature whatsoever regarding the Premises including, but not limited to, the physical and/or environmental condition of the Premises or any improvements located thereon; the value of the Premises or improvements; the zoning of the Premises; title to the Premises; the suitability of the Premises or any improvements for Tenant's intended use; or Tenant's legal ability to use the Premises for Tenant's intended use.

4.01 Land Rent. For the privilege and right to use the Premises, Tenant shall pay Authority Land Rent in the amount of one dollar (1.00) per square foot per annum for approximately 0.23 acres (approximately 10,000 square feet) of Land, equivalent to Ten Thousand and 00/100 Dollars (10,000.00) annually. Land Rent shall be payable in equal monthly installments, in advance, without demand and without any deduction, holdback or set off whatsoever, by the first day of each month ("Land Rent Payments"). Any payment due hereunder for a fractional month shall be calculated and paid on a per diem basis. Land Rent due herein shall be delivered to the Sarasota Manatee Airport Authority at 6000 Airport Circle, Sarasota, Florida 34243, or at such other address as may be directed ion writing by Authority from time to time.

4.02 Rent Credit. In exchange for the services provided by Tenant to Authority under Section 5.05 "Delivery of Services", hereinbelow, Tenant shall receive annually from Authority a credit against the Land Rent due in an amount equivalent to the Land Rent or ("Rent Credit"), which Rent Credit shall be issued monthly against the Land Rent Payments throughout the Term of this Lease. In no event shall the Rent Credit issued exceed the Land Rent during any portion of the Term of this Lease.

4.03 CAM Charges. Nothing contained in this Lease shall preclude Authority from establishing other reasonable and non-discriminatory common area maintenance fees and charges from time-to-time applicable to Tenant's use of the Premises and/or the common use areas of the Airport. Tenant expressly agrees to pay such fees and charges as they are established as if they were specifically included in this Lease.

(A) Annual Adjustment Date. Effective on the first day of the first month following the conclusion of the first one-year period of the Initial Term and each subsequent one-year period during the Initial Term hereof, the Land Rent shall be adjusted by multiplying the Base Rent by a fraction, the numerator of which shall be the “Consumer Price Index” (as hereinafter defined) figure for September of the calendar year in which such adjustment is to become effective and the denominator of which shall be the Consumer Price Index figure for September of

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the Base Rental Year. For the purposes hereof, the “Consumer Price Index” shall mean the Consumer Price Index, United States City Average, all items (1982 - 1984 = 100) or any successor thereto as promulgated by the Bureau of Labor Statistics of the United States Department of Labor. In the event that the Consumer Price Index ceases to use the 1982 - 1984 average of one hundred (100) as the basis of calculation, or if a substantial change is made in terms of particular items contained in the Consumer Price Index, then the Consumer Price Index shall be adjusted to the figure that would have been arrived at had the change in the manner of computing the Consumer Price Index in effect at the commencement of the term of this Lease not been affected. In the event the Consumer Price Index (or successor or substitute Consumer Price Index) is not available, a reliable governmental or other nonpartisan publication evaluating information theretofore used in determining the Consumer Price Index shall be used.

4.05 Late Payments. Tenant shall pay to Authority interest at the rate established from time-to-time by the Board of Authority Commissioners, but not more than one and one-half percent (1½%) per month, on any late payments commencing thirty (30) days after the amounts are due. To the extent permitted by law, Tenant agrees that acceptance of late payments by Authority shall not constitute a waiver of Tenant's default by Authority with respect to such overdue amount, nor prevent Authority from terminating this Lease for default beyond applicable cure periods in the payment of rentals, fees, or charges due to Authority pursuant to this Lease or from enforcing any other provisions, rights, or remedies granted herein, or conferred by law.

4.06 Surety. Tenant shall provide surety to the Authority equal to three (3) monthly

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payments of Land Rent ("Surety"). The Surety shall serve as security for the payment of all sums due to Authority and shall also secure the performance of all obligations of Tenant to Authority. The Surety shall be either in the form of a clean, Irrevocable Letter of Credit ("Letter of Credit") or a Surety Bond ("Bond") in form and substance reasonably satisfactory to Authority. In the event of any failure by Tenant to pay any rentals or charges when due or upon any other failure to perform any of its obligations or other default under this Lease beyond applicable cure periods, then in addition to any other rights and remedies available to Authority at law or in equity, Authority shall be entitled to draw on the Surety and apply same to all amounts owed. Upon notice of any such draw, Tenant shall immediately replace the Surety with a new Letter of Credit or Bond in the full amount of the Surety required hereunder. Tenant shall increase the amount of the Surety to reflect any increases in the sums payable hereunder within thirty (30) days after notification by Authority of any such increase. The Surety shall be kept in full force and effect throughout the Term of this Lease and any extension thereof and for a period of six (6) months after the termination of this Lease. Not less than forty-five (45) calendar days prior to any expiration date of a Letter of Credit or Bond, Tenant shall submit evidence in form satisfactory to Authority that such security instrument has been renewed. Failure to renew a Letter of Credit or Bond or to increase the amount of the Surety as required by this Section shall constitute a default of this Lease entitling Authority to all available remedies. The Surety shall not be returned to Tenant or released by Authority until all obligations under this Lease are performed and satisfied. Prior to consent from Authority to any assignment of this Lease by Tenant, Tenant's assignee shall be required to provide a Surety to Authority in accordance with the terms and conditions of this Section.

4.07 Triple Net Lease. This Lease shall be deemed to be "triple net" without cost or expense to Authority including, but not limited to, cost and expenses relating to taxes, insurance, maintenance of facilities and infrastructure, and operation of the Premises.

4.08 Sales and Use Tax. Tenant hereby covenants and agrees to pay monthly to Authority any sales, use, or other tax imposed pursuant to Florida Statutes, or any imposition in lieu thereof (excluding State and/or Federal Income Tax, franchise taxes and similar taxes) now or hereinafter imposed upon the rents, fees and charges, use or occupancy of the Premises by the United States of America, the State of Florida or Sarasota Manatee Airport Authority, notwithstanding the fact that the statute, ordinance or enactment imposing the same may endeavor to impose the tax upon Authority as Landlord, to the extent as applicable.

4.09 Additional Remedies. Authority shall have the rights to enforce due and timely payment by Tenant of all sums of rent, fees, and charges required to be paid by Tenant to Authority under this Lease as are available to Authority and under the laws of the State of Florida.

4.10 Licenses, Fees and Taxes. Tenant shall pay, on or before their respective due dates, all federal, state and local taxes and fees, and all special assessments of any kind, which are now or may hereafter be levied upon the Premises (including improvements thereon) or the estate hereby granted, or upon Tenant, or upon the business conducted on the Premises, or upon any of Tenant's property used in connection therewith, or upon any rentals or other sums payable hereunder, including, but not limited to any ad valorem taxes (based upon Tenant's pro rata share according to the area of the Premises), and sales or excise taxes on rentals, and personal property taxes against tangible and intangible personal property of Tenant; provided, however, that Tenant shall have the right to contest or protest any of the foregoing in accordance with applicable legal requirements. Authority agrees to reasonably cooperate with Tenant in such

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contest or protest, which cooperation shall include, but not be limited to, executing any documents which must be executed by the owner of the Premises in connection with such contest or protest. Authority also agrees to deliver to Tenant, promptly after receiving the same, but in any event at least thirty (30) days prior to the date such bills are due, any tax bills that Authority receives with respect to the Premises. Tenant shall maintain current all federal, state, and local licenses and permits required for the operation of the business conducted by Tenant. Tenant may take the benefit of any applicable provisions of any statute or ordinance permitting any assessment to be paid over a period of years, and Tenant shall pay only those installments falling due during the Term of this Lease, provided, Tenant shall pay all taxes due on or before lease expiration or termination, whichever occurs first, to preclude any taxes being owed at the cessation of this Lease, to the extent such taxes are due and owed prior to the cessation of this Lease. Taxes for any partial calendar year during the Term shall be prorated.

4.11 Accord and Satisfaction. In the event Tenant pays any amount that is less than the amount stipulated to be paid under this Lease, such payment shall be made only on account of the stipulated amount. No endorsement or statement on any check or letter shall be deemed an accord and satisfaction. Authority may accept any check or payment without prejudice to Authority's right to recover the balance due or to pursue any other remedy available to Authority pursuant to this Lease or under the law.

5.01 Tenant Construction. All improvements constructed or placed on the Premises, including, but not limited to buildings, structures, infrastructure, drainage, and landscaping, shall be of attractive construction and first-class design; comply with all applicable governmental laws, regulations, rules, and orders; follow standard construction methods; and be constructed in accordance with applicable requirements of this Article. Tenant shall have the right to make such additions, alterations, and improvements to the Premises, including, but not limited to, the improvements, if any, as Tenant may deem necessary for its operations hereunder, subject to the Authority's prior written consent, which consent shall not be unreasonably conditioned, delayed or denied.

(A) Construction Requirements. Except as otherwise provided for herein, prior to constructing any improvements on or alterations to the Premises, Tenant, without cost to Authority, shall prepare detailed preliminary construction plans and specifications for the improvements (hereinafter collectively referred to as the ("Plans") in accordance with standards established by the Authority and deliver the preliminary Plans to the Authority for review, comment, and adjustment. The Authority shall review the preliminary Plans and provide a written response to Tenant within thirty (30) days after receipt of the preliminary Plans; provided, in the event the preliminary Plans are subject to review by another governmental authority with jurisdiction over the Airport, including, but not limited to the FAA, the timeframe for review may be extended by the amount of time necessary for such authority to complete its review. In the event the Authority does not approve the preliminary Plans, Tenant will be notified of the reasons for the disapproval and the necessary modifications and/or alterations to the Plans. Tenant shall resubmit modified Plans to the Authority within thirty (30) days of the date of the Authority's written notice of disapproval. Within one hundred twenty (120) days following approval of the preliminary Plans by the Authority, Tenant shall prepare or cause to be prepared

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final working Plans in substantial conformity to the preliminary Plans and shall submit the final working Plans to the Authority for approval. The Authority shall complete its review of the final working Plans within fifteen (15) days after the Authority's receipt of the Plans. Upon approval of the final working Plans by the Authority, Tenant shall obtain all permits and other government approvals required for the commencement of construction. Prior to commencement of construction, Tenant shall deliver to the Authority one complete set of the final working Plans as approved by the governmental agencies exercising jurisdiction thereover. Minor changes from the final working Plans shall be permitted if such changes may be reasonably inferred from the final working Plans or if they are made to comply with requirements of any governmental agency exercising jurisdiction thereover. The Authority's approval of Plans under this Article shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Authority agrees that detailed Plans shall not be required for minor non-structural alterations or improvements, but such Plans shall, at a minimum, be sufficient to ensure compliance with applicable laws and building code requirements.

5.02 Construction Bonds. In accordance with the terms and conditions of this Lease, Tenant shall ensure that all improvements are constructed to completion in accordance with the approved Plans and that all Persons performing work or providing materials relating to such improvements including, but not limited to, all contractors, subcontractors, laborers, materialmen, suppliers, and professionals, are paid in full for such services and materials. Prior to the commencement of any improvements to the Premises, the estimated cost of which exceeds Two Hundred Fifty Thousand Dollars ($250,000), Tenant shall cause to be made, executed, and delivered to Authority at Tenant's sole cost a bond that is in a form and substance reasonably satisfactory to Authority, and issued by a company reasonably acceptable to Authority, and that

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guarantees Tenant's compliance with its obligations arising under this Section. Tenant may not subdivide improvements or phase projects for the purpose of avoiding the foregoing bond requirement. Authority shall be named as a dual oblige, on the bond(s). In lieu of the bond required by this Section, Tenant may file with Authority an alternative form of security in the form of cash, money order, certified check, cashier's check, clean irrevocable letter of credit, or security of a type listed in Part II of Chapter 625, Florida Statutes; provided, however, the form of the security and company issuing such security, if applicable, shall be subject to the prior written approval of Authority and shall be in accordance with Authority's standard policies and procedures. Any such alternative form of security shall be for the same purpose and be subject to the same conditions as those applicable to the bond required by this Section. Any such alternative form of security may be reduced by Tenant during the construction of the improvements, but not more than once per month, in an amount equal to the percentage of completion of the improvements multiplied by the original amount of the security, and the Authority, on behalf of the Authority, may execute such certificates, notices or other documents as may be necessary to effectuate such reduction.

5.03 Contractor Requirements. Tenant shall require contractors to furnish for the benefit of Authority a public construction bond as required under Section 255.05, Florida Statutes, in a form approved by Authority. Tenant shall require its contractors to name Authority as a dual oblige, on the bond(s). Tenant shall also require contractors to furnish satisfactory evidence of statutory Worker's Compensation insurance, comprehensive general liability insurance, comprehensive auto insurance, and physical damage insurance on a Builder's Risk form with the interest of Authority endorsed thereon, in such amounts and in such manner as the Authority may reasonably require. The Authority may require additional insurance for any alterations or improvements approved hereunder, in such amounts as the Authority reasonably determines to be necessary.

5.04 No Liens. Tenant agrees that nothing contained in this Lease shall be construed as consent by Authority to subject the estate of Authority to liability under the Construction Lien Law of the State of Florida and understands that Authority's estate shall not be subject to such liability. Tenant shall notify all parties or entities performing work or providing materials relating to any improvements made by Tenant of this provision of this Lease. If so, requested by Authority, Tenant shall file a notice satisfactory to Authority in the Official Public Records of Authority, stating that Authority interest shall not be subject to liens for improvements made by Tenant. If a construction lien is filed against the Premises or other Authority property in connection with any work performed by or on behalf of Tenant, Tenant shall satisfy such claim, or transfer same to security, within ten (10) days from the date of filing. If Tenant fails to transfer or satisfy such claim within the ten (10) day period, Authority may do so and thereafter charge Tenant all costs incurred by Authority in connection with the satisfaction or transfer of such claim, including attorneys' fees, and Tenant shall promptly pay to Authority all such costs upon demand, as additional rent.

5.05 Delivery of Services. Immediately upon completion of Construction of Improvements, Tenant shall, at its sole cost, provide to Authority throughout the Term of this Lease, as may be amended, a contiguous uninterrupted fiber circuit to the Airport Terminal that meets or exceeds 1GB per second bandwidth of highspeed internet access with a 1GB per second bandwidth of highspeed internet port capacity.

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6.01 Rules and Regulations. Tenant covenants and agrees to observe and obey, and to require Tenant Parties to observe and obey all rules and regulations of the Authority (including amendments and supplements thereto) regulating the conduct and operations of Tenant and others on the Premises as may from time to time be promulgated. The obligation of Tenant to require such observance and obedience on the part of its subtenants, guests, invitees, and business visitors shall pertain only while such Persons are on or in occupancy of any portion of the Premises.

6.02 Conduct of Operations. Tenant shall conduct its operations hereunder in an orderly and commercially reasonable manner, considering the nature of such operations so as not to unreasonably interfere with the operations of other tenants at the Airport.

6.03 Disposal of Garbage. Tenant shall remove from the Premises or otherwise dispose of in a manner approved by Authority all garbage, debris, and other waste materials (whether solid or liquid) arising out of the use or occupancy of the Premises or out of any operations conducted thereon. Garbage, debris, and other non-hazardous waste materials may be temporarily stored on the Premises in suitable garbage and waste receptacles.

6.04 Nuisance. Tenant shall not commit any physical nuisance on the Premises and shall not do or permit any of its subtenants to do anything which would result in the creation, commission, or maintenance of such nuisance on the Premises.

6.05 Vehicular Parking. Tenant shall not allow vehicles to access or park on the paved, graveled, or grassed areas adjacent to the Premises or in other areas of the Airport that are not leased or licensed to Tenant without the prior consent of the Authority, which consent may be granted or withheld in the Authority's sole and absolute discretion.

6.06 Accessibility of Utility Systems. Tenant shall not unreasonably interfere with the effectiveness or accessibility of the utilities systems installed or located on or about the Premises that are also used by other occupants, customers, or users of the Airport. This provision shall in no event require Tenant to modify or relocate any utilities systems that are approved by the Authority as part of any Improvements.

6.07 Hazardous Operations. Tenant shall not do or permit to be done any act or thing upon the Premises that: (A) will invalidate any insurance policies covering the Premises or the Airport; or (B) constitutes a hazardous condition considering the risks normally attendant upon the operations permitted by this Lease.

6.08 Storage of Flammable Liquids. All flammable liquids that are kept or stored at the Premises must always be handled, stored, and used in accordance with all applicable federal, state, and local laws.

6.09 Derelict Vehicles. Tenant shall not permit the temporary or permanent storage at the Premises of any Derelict Vehicles. Tenant shall cause Derelict Vehicles to be removed from the Premises within twenty-four (24) hours after written notice from Authority.

6.10 Evacuation and Hurricane Plans. Within thirty (30) days of the Effective Date, Tenant shall provide Authority with emergency evacuation and hurricane plans consistent with Authority's plans for the Airport. These plans shall be detailed procedures of actions to be taken

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by Tenant and its subtenants if an evacuation need or hurricane alert warning is present. Hurricane plans are to be annually updated, if requested by Authority.

7.01 Maintenance of the Premises. Tenant shall, throughout the Term and any extension thereof, be responsible for all repairs and maintenance of the Premises (which shall include, but shall not be limited to, all paved areas, structures, and improvements thereon), whether such repair or maintenance be ordinary or extraordinary, structural, or otherwise. Maintenance and repairs shall be in quality and class comparable to the original work, to preserve the Premises in good order, repair, and first-class condition. Tenant shall be required to keep all pavement, buildings, and other improvements in good and fit condition throughout the Term and any extension hereof, and without limiting the generality thereof, Tenant shall:

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7.02 Inspections. Except for the need to address any emergency or other similar exigency, Authority, with twenty-four (24) hours prior notice to Tenant, shall have the right to enter the Premises at reasonable times to inspect same for the purpose of determining whether Tenant is in compliance with the requirements of this Lease. In the event Tenant is not in compliance with this Lease, as reasonably determined by Authority, Authority shall provide Tenant with written notice of such noncompliance. Tenant shall commence corrective action to remedy such noncompliance to the satisfaction of Authority promptly after receipt of the notice of noncompliance. If corrective action is not promptly initiated and pursued in a diligent manner to completion, Authority may cause the same to be accomplished. Tenant agrees that Tenant shall assume and be liable to Authority for payment of all reasonable costs incurred by Authority, plus a twenty five percent (25%) administrative overhead fee, which costs, and administrative overhead fee shall constitute additional rent hereunder and shall be due and payable within thirty (30) days of the date of Authority's written notice.

8.01 Utility Costs. Tenant shall pay for all electric, water, garbage, and other utilities charges for the Premises. The metering devices installed by Tenant for such utilities shall be installed at the cost of Tenant and shall become the property of Authority upon installation unless owned by a third party. Extension of utility mains or services to meet the needs of Tenant on the Premises shall be at the expense of Tenant and shall become the property of Authority upon installation unless otherwise agreed upon by the parties to this Lease.

8.02 Water, industrial and Sanitary Sewage Systems. Tenant shall operate and maintain at its sole cost and expense all the components of all water, industrial and sanitary sewage system, and stormwater drainage facilities, located within the Premises. Tenant shall provide, operate, and maintain adequate facilities for separating, neutralizing, and treating industrial waste and foreign materials generated within the Premises and the proper disposal thereof as required by all applicable federal, state, and local laws, regulation, and rules, as now or hereafter amended. Tenant acknowledges that the first one-half (1/2) inch of stormwater runoff must be pretreated within the Premises prior to discharging into the primary drainage system to ensure that any potential releases of pollutants or contaminants with the Premises are controlled and isolated. Tenant acknowledges and agrees that any stormwater improvements constructed by Tenant outside the Premises shall be subject to approval of the Authority and considered part of the Airport's stormwater drainage system, which shall be owned and maintained by Authority at its sole cost and expense and over which Tenant shall have an easement for the use of said system. Notwithstanding the foregoing, Authority shall have the right, in its sole and absolute discretion and at its sole cost and expense, to relocate or otherwise modify any stormwater drainage improvements located outside the Premises, provided that such relocation or modification does not negatively impact the Premises' drainage. Tenant shall provide, operate, and maintain adequate facilities for separating, neutralizing, and treating industrial waste and foreign materials generated within the Premises and the proper disposal thereof as required by all applicable federal, state, and local laws, regulations, and rules, as now or hereafter amended.

Tenant agrees to observe all federal, state, and local laws, rules and safety and security requirements applicable to Tenant's operations, as now or hereafter promulgated or amended, including, but not limited to, Title 14, Part 139 of the Code of Federal Regulations and Title 49,

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Part 1542 of the Code of Federal Regulations. Tenant agrees to comply with the Airport Security Program, and any amendments thereto, and to comply with such other rules and regulations as may be reasonably prescribed by Authority or the Authority, and to take such steps as may be necessary or directed by Authority or the Authority to ensure that subtenants, employees, invitees, and guests observe these requirements. If required by the Authority, Tenant shall conduct background checks of its employees in accordance with applicable federal, state, or local laws. Tenant further agrees to be responsible for the care and maintenance of the Airport security barriers and devices within the Premises, if any. All costs associated with the construction and repair of the security fence, barriers, access control and monitoring system, including, but not limited to, gates, signs, or locks (keying and re-keying), which are installed now or in the future at the Premises shall be borne by Tenant. Tenant agrees to rectify any safety or security deficiency, or other deficiency as may be determined as such by the Authority, Authority, FAA, or TSA. In the event Tenant fails to remedy any such deficiency, Authority may do so at the reasonable and necessary cost and expense of Tenant after providing Tenant with reasonable prior written notice and a reasonable opportunity to cure, factoring in the nature of the deficiency. Tenant acknowledges and agrees that Authority shall have the right to take whatever action is reasonably necessary to rectify any safety or security deficiency or other deficiency as may be determined by the Authority, Authority, FAA, or TSA.

Tenant shall, at its sole expense, maintain in full force and effect, always during the Term and any extension thereof, the insurance limits, coverages and endorsements required herein. Neither the requirements contained in this Article nor Authority's review or acceptance of insurance shall in any manner limit or qualify the liabilities and obligations assumed by Tenant under this Lease.

10.01 Commercial General Liability. Tenant shall maintain Commercial General Liability Insurance with limits of liability not less than One Million Dollars ($1,000,000) each occurrence, including coverage for, but not limited to, Premises/Operations, Products/Completed Operations, Contractual Liability, Personal/Advertising Injury and Cross Liability. This coverage shall be provided on a primary basis.

10.02 Commercial Auto Liability. Tenant shall maintain Commercial Automobile Liability Insurance with limits of liability not less than One Million Dollars ($1,000,000) each occurrence for owned, non-owned and hired automobiles. If Tenant transports fuel the policy must include CA 99 48 Pollution Liability - Broadened Coverage for Covered Autos - Commercial Auto, Motor Carrier, and Truckers Coverage Forms Endorsement or equivalent. In the event Tenant has no owned automobiles, Tenant shall maintain only Hired & Non-Owned Auto Liability Insurance. This coverage may be satisfied by way of endorsement to the Commercial General Liability policy, or a separate Commercial Auto Liability policy. This coverage shall be provided on a primary basis.

10.03 Workers' Compensation & Employers Liability. Tenant shall maintain Workers' Compensation & Employers Liability in accordance with Chapter 440, Florida Statutes, and federal law. This coverage shall be provided on a primary basis.

10.04 Environmental Impairment Liability. Tenant shall maintain Environmental Impairment Liability Insurance at a minimum limit not less than One Million Dollars ($1,000,000) per occurrence at each location and Two Million Dollars ($2,000,000) annual aggregate at each

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location providing coverage for damages against, but not limited to, third-party liability, clean up, corrective action including assessment, remediation, and defense costs. In the event the policy includes a self-insured retention or deductible more than One Hundred Thousand Dollars ($100,000), Tenant shall provide a copy of Tenant's most recent annual report or audited financial statements to Authority at Authority's request and Authority may reject or accept a higher self-insured retention or deductible based on Tenant's financial condition.

10.05 Property, Wind, & Flood Insurance. Tenant shall maintain:

10.06 Additional Insured Endorsement. Tenant shall endorse Authority as an “Additional Insured” on each liability insurance policy required to be maintained by Tenant, except for Worker’s Compensation and Commercial Auto Liability policies. The CG 2011 Additional Insured - Managers or Lessors of Premises or its equivalent, shall be an endorsement to the Commercial General Liability policy. Other policies, when required, shall provide a standard “Additional Insured” endorsement offered by the insurer. The “Additional Insured” endorsements shall provide coverage on a primary basis. “Additional Insured” endorsements shall read “Sarasota Manatee Airport Authority Board, a Political Subdivision of the State of Florida, its Officers, Employees, Agents and Volunteers, c/o Sarasota Manatee Airport Authority, 6000 Airport Circle, Sarasota, Florida 34243”.

10.07 Loss Payee Endorsement. Tenant shall endorse Authority as a “Loss Payee” on the Property, Flood, and Windstorm insurance policies. “Loss Payee” endorsements shall provide coverage on a primary basis and shall read “Sarasota Manatee Airport Authority Board, c/o Sarasota Manatee Airport Authority, a Political Subdivision of the State of Florida, its Officers, Employees, Agents and Volunteers, c/o 6000 Airport Circle, Sarasota, Florida 34243”.

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10.08 Certificate of Insurance. Prior to the Commencement Date, Tenant shall provide Authority with a certificate of insurance, or certificates of insurance, evidencing limits, coverages and endorsements required herein. All certificates of insurance shall include a minimum thirty (30) day endeavor to notify due to cancellation or non-renewal of coverage. In the event coverage is cancelled or is not renewed during the Term or any extension thereof, Tenant shall provide Authority a new certificate of insurance or certificates of insurance evidencing replacement coverage no later than thirty (30) days prior to the expiration or cancellation of the coverage. The certificate holder's name and address shall read "Sarasota Manatee Airport Authority Board, a Political Subdivision of the State of Florida, its Officers, Employees, Agents and Volunteers, c/o Sarasota Manatee Airport Authority, 6000 Airport Circle, Sarasota, Florida 34243.

10.09 Waiver of Subrogation. By entering into this Lease, Tenant agrees to a Waiver of Subrogation for each policy required to be maintained or maintained by Tenant pursuant to or in connection with this Lease. When required by the insurer or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, Tenant shall notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, a condition to which the policy specifically prohibits such an endorsement, or voids coverage should Tenant enter into such an agreement on a pre-loss basis. Nothing contained in this Section shall be construed as an obligation of Tenant to provide a Waiver of Subrogation if Tenant's insurer will not provide it.

10.10 Premiums and Proceeds. Tenant shall not keep, use, sell or offer for sale in or upon the Premises any article which may be prohibited by any, condition, provision, or limitation of the property, flood, or wind insurance policies. Tenant shall be responsible for all premiums, including increases, for property, flood, and wind insurance policies. Subject to the terms of any Leasehold Mortgage or financing arrangement entered into by Tenant, Tenant agrees that all property, flood and windstorm insurance proceeds shall be made available for use to promptly replace, repair or rebuild the building, betterments and improvements, including, but not limited to, those made by or behalf of Tenant.

10.11 Deductibles, Coinsurance and Self-Insured Retention. Tenant shall be fully and solely responsible for any deductible, coinsurance penalty, or self-insured retention; including any losses, damages, or expenses not covered due to an exhaustion of limits or failure to comply with the policy.

10.12 Right to Review or Adjust Insurance. The Authority may review, modify, reject, or accept any required policies of insurance, including, but not limited to, limits, coverages or endorsements, required by this Article from time to time throughout the Term and any extension thereof. Authority may also reject any insurer or self-insurance plan providing coverage because of poor financial condition or failure to operate legally. In such event, Authority shall provide Tenant a written notice of rejection, and Tenant shall comply within thirty (30) days of receipt of the notice.

10.13 No Representation of Coverage Adequacy. Tenant acknowledges the limits, coverages and endorsements required by this Article are intended to minimize liability for Authority. Tenant agrees that it will not rely upon the requirements of this Article when assessing the extent or determining appropriate types or limits of insurance coverage to protect Tenant against any loss exposures, whether because of this Lease or otherwise.

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11.01 Removal of Debris. If the Premises, or any portion thereof, are damaged by fire, the elements or other casualty, Tenant shall promptly remove all debris resulting from such damage from the Premises and shall promptly take such actions and cause such repairs to be made to the Premises as will place the Premises in a neat and orderly condition and as are necessary for the safety of Persons entering upon the Premises. If Tenant fails to promptly comply with the provisions of this Section, Authority may take such measures as it deems necessary to render the Premises in a neat, orderly, and safe condition. Tenant agrees that Tenant shall fully assume and be liable to Authority for payment of any costs incurred by Authority, plus a twenty-five percent (25%) administrative overhead fee, which costs and administrative overhead fee, shall be due and payable to Authority within thirty (30) days from the date of written notice provided by Authority.

11.02 Tenant's Obligations. Tenant assumes full responsibility for the condition of the Premises and the character, acts and conduct of all Persons admitted to the Premises by or with the actual or constructive consent of Tenant or with the consent of any person acting for or on behalf of Tenant. If the Premises, or any portion thereof, is damaged in any way whatsoever, whether by an act of God or by the act, default or negligence of Tenant, or a Tenant Party or any Person admitted to the Premises by Tenant, Tenant shall at its sole cost and expense restore the Premises to the condition existing prior to such damage. Tenant shall commence restoration within sixty (60) days and shall diligently pursue such restoration to completion in accordance with the construction requirements set forth in Article 8; provided, that if the nature the damage is such that more than sixty (60) days are reasonably required Tenant shall commence restoration as soon as reasonably practicable under the circumstances taking into consideration the extent of the damage. All repairs and restoration shall be made by Tenant at Tenant's sole cost and expense, in accordance with the construction requirements contained herein. If Tenant fails to restore the Premises as required by this Section, Authority shall have the right to enter the Premises and perform the necessary restoration. Tenant agrees that Tenant shall fully assume and be liable to Authority for payment of the reasonable costs of restoration plus a twenty-five percent (25%) administrative overhead fee, which costs and administrative overhead fee, shall be due and payable to Authority within thirty (30) days from the date of the written notice provided by Authority.

11.03 Insurance Proceeds. Except as otherwise provided for herein, upon receipt by Tenant of the proceeds of any insurance policy or policies required hereunder, the proceeds shall be deposited in an escrow account approved by Authority to be available to pay for the cost of any required repair, replacement, or rebuilding. The proceeds shall be disbursed during construction to pay the cost of such work. If the amount of the insurance proceeds is insufficient to pay the costs of the required repair, replacement or rebuilding of damaged improvements, Tenant shall pay any additional sums required to complete the required repair, replacement or rebuilding into the escrow account. If the amount of the insurance proceeds is more than the costs of the required repair, replacement or rebuilding, the excess amount shall be remitted to Tenant.

11.04 Condemnation of the Entire Premises. If the entire Premises shall be taken or condemned for a public or quasi-public use or purpose by a competent governmental entity, or if

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such a portion of the Premises shall be so taken that the balance cannot reasonably be used for the same purpose and with substantially the same utility to Tenant as immediately prior to such taking, then in any of such events, this Lease shall terminate upon delivery of possession to the condemning authority, and any award, compensation or damages ("Award") shall be paid as follows: (a) the net present value of the Ground Rent, and any Improvement Rent payable for the remainder of the Initial Term or Renewal Term then in effect plus the present value of the reversionary interest in the Property shall be paid to and be the sole property of Authority (such present values shall be determined using a mutually agreed upon discount rate), and (b) the remainder of the Award, if any, shall be paid to and be the sole property of Tenant. The amounts payable to each party shall be determined by the court or other body before which the condemnation or taking is to be adjudicated or determined, considering the requirements of this Lease.

11.05 Partial Condemnation. If only a part of the Premises shall be so taken or condemned, but this Lease is not terminated pursuant to Section 14.04 above, Tenant, at its sole cost and expense, shall promptly repair and restore the Premises and all improvements to a complete architectural unit and the Ground Rent will be adjusted accordingly on a per square foot basis of the Property so taken. During the period of repair, Ground Rent and Improvement Rent shall abate as to the portion of the Premises being repaired. In no event shall Tenant be required to expend an amount more than the amount of the Award in connection with the performance of its obligations under this Section 14.05.

12.01 Right to Mortgage. Tenant may encumber its leasehold estate and interest in the Premises by mortgage, security agreement or other such instrument (any such instrument is hereinafter referred to as "Leasehold Mortgage", and the holder thereof is referred to as "Leasehold Mortgagee") during the Term and any extension thereof; provided that Authority shall not be obligated to, nor deemed to have subjected or subordinated Authority's fee simple interest in the Premises to any Leasehold Mortgage, nor subordinated the Authority's interest in this Lease to such Leasehold Mortgage. Authority's interests in the fee and this Lease are and shall always remain superior and prior in right to any Leasehold Mortgage.

12.02 Notice of Default. A Leasehold Mortgagee may provide written notice of its Leasehold Mortgage in the same manner and at the same address as required by this Lease for notices delivered to Authority, together with the name and address of the Leasehold Mortgagee. In the event such notice is delivered to Authority, Authority upon serving Tenant with any notice of default under this Lease, shall also serve a copy of that notice of default upon the Leasehold Mortgagee in the same manner as required by this Lease for notices delivered to Tenant. The delivery shall be made at the address the Leasehold Mortgagee shall have designated in writing to Authority. Authority agrees to give the Leasehold Mortgagee written notice of any default by Tenant and of Authority's intention to terminate this Lease for any reason at least sixty (60) days before the effective date of such termination. The Leasehold Mortgagee shall have the right to perform any of Tenant's covenants or to cure any default by Tenant, which is curable by the Leasehold Mortgagee, or to exercise any right conferred upon Tenant by the terms of this Lease within such sixty (60) day period or such longer period if the default by Tenant is of such nature that it cannot be cured within such sixty (60) day period, provided that the Leasehold Mortgagee commences action to cure such default and thereafter diligently and continuously pursues such cure to completion within a reasonable period of time under the circumstances, not to exceed

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one-hundred and twenty (120) days from the date of the notice of default from Authority to Tenant. The sole remedy available to Leasehold Mortgagee due to the failure of Authority to provide Leasehold Mortgagee with a notice of default as required hereunder shall be the tolling of the applicable cure period afforded to Leasehold Mortgagee herein until the earlier of providing of such notice to Leasehold Mortgagee or Leasehold Mortgagee's receipt of actual knowledge of such notice. Authority's failure to provide Leasehold Mortgagee a notice of default as required hereunder shall not alter or affect Tenant's rights or obligations under this Lease, nor extend any cure period afforded to Tenant hereunder or entitle Tenant to damages or other remedies.

12.03 Opportunity to Cure. Upon written notice from the Leasehold Mortgagee to Authority that it has taken possession of the Premises, Authority will recognize the Leasehold Mortgagee as the tenant of the Premises and accept the performance by the Leasehold Mortgagee of Tenant's obligations under this Lease, for so long as the Leasehold Mortgagee is in possession of the Premises, and provided that the Leasehold Mortgagee cures the defaults of Tenant, in accordance with the term of this Lease, and otherwise performs Tenant's obligations under this Lease without default. In addition, Authority agrees that it will not unreasonably withhold or delay its consent to any future assignment by the Leasehold Mortgagee of the leasehold estate under this Lease; provided that: (a) there is no existing default under this Lease or the Leasehold Mortgagee or such assignee undertakes to cure any such default as provided above and; (b) the proposed assignee provides Authority with such information regarding the assignee as Authority requests in order to evaluate the assignee's qualifications to assume this Lease as Tenant and; (c) the assignee has similar recent experience and knowledge regarding operation of the Premises and has the financial ability to perform under this Lease, as reasonably determined by Authority. Upon any valid permitted assignment of this Lease by the Leasehold Mortgagee, Leasehold Mortgagee shall have no further liability under this Lease for obligations arising after such assignment. Any action by the Leasehold Mortgagee to cure any default by Tenant or otherwise to exercise Tenant's rights under this Lease shall not be deemed to be an assumption by the Leasehold Mortgagee of Tenant's obligations under this Lease unless the Leasehold Mortgagee takes possession of the Premises pursuant to a foreclosure or other enforcement of its security interest in this Lease or otherwise expressly assumes such obligations in writing. If the Leasehold Mortgagee takes possession of the Premises or succeeds to the interest of Tenant, Authority shall accept the Leasehold Mortgagee as the "Tenant" under this Lease, and this Lease shall continue in full force and effect; if there are no then existing uncured defaults under this Lease, and Leasehold Mortgagee performs all obligations of Tenant under this Lease from and after the date such Leasehold Mortgagee takes possession of the Premises. In such instance the Leasehold Mortgagee shall thereafter be deemed the "Tenant" under this Lease. The provisions of this Article shall not apply to Leasehold Mortgagee acting as the "Tenant" under this Lease.

12.04 No Amendments. This Lease shall not be amended, modified, terminated, or canceled by reason of the exercise of any option or election by Tenant under this Lease, or by the giving of any notice by Tenant under this Lease, unless such amendment, modification, termination, or cancellation is assented to in writing by any Leasehold Mortgagee. Any such attempted amendment or modification, termination or cancellation without that assent shall be void.

12.05 Limitation of Liability. A Leasehold Mortgagee shall only be liable to perform the obligations imposed on Tenant in this Lease, including any delinquent obligations of Tenant, during the period that the Leasehold Mortgagee is in possession or ownership of the leasehold

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estate created by this Lease.

12.06 Estoppel Certificates. Each party agrees, at any time and from time to time upon not less than twenty (20) days prior written notice by the other party, to execute, acknowledge and deliver to the other party a statement in writing certifying: (a) whether this Lease is in full force and effect, and if it is alleged that this Lease is not in full force and effect, setting forth the nature thereof in reasonable detail; (b) whether this Lease has been supplemented or amended, specifying the manner in which it has been supplemented or amended; (c) the date to which all rental payments have been made; (d) the commencement and expiration date of this Lease; and (e) whether or not, to the best of the knowledge of the signer of such statement, the other party is in default or may be with notice or the passage of time, or both, in keeping, observing or performing any term, covenant, agreement, provision, condition or limitation contained in this Lease and if in default, specifying each such default, it being intended that any such statement delivered pursuant to this Section may be relied upon by the other party, any prospective assignee of the other party's interest in this Lease or any Leasehold Mortgagee, but reliance on such certificate may not extend to any default as to which the signer shall not have had actual knowledge.

12.07 Subordination of Landlord's Lien. Authority does hereby subordinate its statutory landlord's lien to the lien and operation of any Leasehold Mortgage. This subordination of Authority's lien shall be self-operative.

12.08 Release of Lien. Upon the scheduled expiration or early termination of this Lease, provided such termination is in accordance with the terms of this Lease including, but not limited to, this Article, Tenant and/or Leasehold Mortgagee, as appropriate, shall promptly execute, in recordable form, and deliver to the Authority a termination of lease, termination of memorandum of lease, release of mortgage and such other documents as Authority may reasonably require (collectively, the "Release Documents"). In the event Tenant or Leasehold Mortgagee fails to provide the foregoing Release Documents within thirty (30) days after Authority's written request therefor, Authority, at its option, shall be entitled to execute the same for and on behalf of Tenant and/or Leasehold Mortgagee and Tenant and Leasehold Mortgagee hereby appoint Authority as attorney in fact for the limited purpose of execution of such Release Documents.

12.09 Leasehold Mortgage NDA. On the request of any Leasehold Mortgagee, Authority agrees to promptly execute and deliver to Tenant and Leasehold Mortgagee a consent and non-disturbance and attornment agreement in form and content reasonably acceptable to Authority ("Leasehold Mortgage NDA"). In no event shall the Leasehold Mortgage NDA require Authority to subordinate the fee estate to any Leasehold Mortgage. Tenant acknowledges and agrees that it shall not be unreasonable for Authority to object to any Leasehold Mortgage NDA that would (a) adversely affect Authority, Authority's interest in the Property or this Lease; (b) alter or reduce Authority's right to any and all amounts due to Authority under this Lease; (c) materially alter Authority's rights under this Lease; or (d) alter any other terms or conditions of this Lease other than this Lease. Authority further agrees to negotiate good faith with Tenant regarding any additional changes that may be required by a Leasehold Mortgagee to obtain financing for the construction of the Required Improvements, provided that such changes shall not materially alter the Authority's rights or obligations under this Lease.

12.10 Entry by Leasehold Mortgagee. Authority hereby authorizes any Leasehold Mortgagee (or court appointed receiver) to enter on the Premises to exercise Leasehold

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Mortgagee's cure rights and power under this Lease; provided, however, that all such entries and exercises of Leasehold Mortgagee's cure rights and powers under this Lease shall be done in a commercially reasonable manner to minimize interference with the operations of the Airport.

13.01 Title to Improvements. Tenant shall be deemed to be the owner of all improvements and alterations constructed by Tenant upon the Premises during the Term. Upon expiration of the Term or the earlier termination of this Lease as provided herein, all improvements and alterations constructed or placed upon the Premises by Tenant, title to which has not previously vested in Authority hereunder, shall become the absolute property of Authority, and Authority shall have every right, title, and interest therein, free and clear of any liens, mortgages, and other encumbrances. Upon the request of Authority, Tenant shall provide Authority with a bill of sale or other evidence of the transfer of ownership of the improvements and alterations together with evidence satisfactory to Authority that the improvements and alterations are free from liens, mortgages, and other encumbrances.

13.02 Removal of Improvements. Notwithstanding any provision of this Lease to the contrary, Tenant shall not be required to remove any improvements made by Tenant during the Term of this Lease upon the expiration or earlier termination of this Lease.

13.03 Survival. The provisions of this Article 16 shall survive expiration or earlier termination of this Lease.

14.01 Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Tenant or Authority:

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Authority shall have a cause of action to recover any rent remaining unpaid when Authority retakes possession of the Premises for the account of Authority.

14.05 Surrender of Premises. Tenant expressly agrees that it shall immediately surrender the Premises to Authority in good condition, upon expiration or termination of this

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<table><tr><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td></td><td></td></tr><tr><td>1990</td><td>1991</td><td>1992</td><td>1993</td><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td></td></tr><tr><td>1989</td><td>1990</td><td>1991</td><td>1992</td><td>1993</td><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td></tr><tr><td>1991</td><td>1992</td><td>1993</td><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td></tr><tr><td>1992</td><td>1993</td><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td></tr><tr><td>1993</td><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td></tr><tr><td>1994</td><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td></tr><tr><td>1995</td><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td></tr><tr><td>1996</td><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td></tr><tr><td>1997</td><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td></tr><tr><td>1998</td><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td></tr><tr><td>1999</td><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td></tr><tr><td>2000</td><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td></tr><tr><td>2001</td><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td></tr><tr><td>2002</td><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td></tr><tr><td>2003</td><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td></tr><tr><td>2004</td><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td></tr><tr><td>2005</td><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td></tr><tr><td>2006</td><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td></tr><tr><td>2007</td><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td></tr><tr><td>2008</td><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td></tr><tr><td>2009</td><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td></tr><tr><td>2010</td><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td></tr><tr><td>2011</td><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td><td>2039</td></tr><tr><td>2012</td><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td><td>2039</td><td>2040</td></tr><tr><td>2013</td><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td><td>2039</td><td>2040</td><td>2041</td></tr><tr><td>2014</td><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td><td>2039</td><td>2040</td><td>2041</td><td>2042</td></tr><tr><td>2015</td><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>2020</td><td>2021</td><td>2022</td><td>2023</td><td>2024</td><td>2025</td><td>2026</td><td>2027</td><td>2028</td><td>2029</td><td>2030</td><td>2031</td><td>2032</td><td>2033</td><td>2034</td><td>2035</td><td>2036</td><td>2037</td><td>2038</td><td>2039</td><td>2040</td><td>2041</td><td>2042</td><td>2043</td></tr><tr><td>2016</td><td>2017</td><td>2018</td><td>2019</td><td>20</td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td><td></td></tr></table>

Lease, depreciation, and wear from ordinary use for the purpose for which the Premises were leased being excepted. In the event Tenant shall holdover, refuse, or fail to give up the possession of the Premises at the termination of this Lease, Tenant shall be liable to Authority for all damages, and in addition thereto, Tenant shall also be strictly liable to pay to Authority during the entire time of such holdover, double rental, as provided for in Section 83.06, Florida Statutes. Tenant shall remove all its personal property from the Premises prior to the expiration or earlier termination of this Lease. Any personal property of Tenant not removed by Tenant shall become the property of Authority.

15.01 Assignment, Transfer and Subletting. Except as otherwise provided for herein, Tenant shall not, in any manner, assign, transfer, or otherwise convey an interest in this Lease, the Premises or any portion thereof ("Assignment"), without the prior written consent of the Authority, which consent shall not be unreasonably withheld. The Authority shall not be deemed to have withheld its consent unreasonably unless the Authority has been furnished evidence, reasonably satisfactory to Authority, establishing that the proposed assignee: (a) has the financial ability to make the rental payments required under this Lease and to otherwise satisfy its financial obligations under this Lease; (b) has sufficient experience to operate in the manner required hereunder; (c) has the ability to otherwise perform all of the terms, conditions and covenants of this Lease; and (d) agrees to assume all obligations, responsibilities and liabilities of Tenant arising on and after the effective date of the Assignment. Any attempted Assignment without Authority's approval shall be null and void. In the event Authority consents in writing to an Assignment, Tenant shall have the right to assign this Lease to the extent permitted by Authority's consent to such Assignment, provided that the use of the Premises shall be limited to the same uses as are permitted under this Lease. Any permitted Assignment shall be subject to the same conditions, obligations and terms as set forth herein. Except for the subleasing of community hangar space, aircraft tie-down and aircraft ramp space, Tenant shall not sublet the Premises, or any portion thereof, without the prior written consent of Authority, which consent shall not be unreasonably withheld. The Authority may consent to subleases, entered into by Tenant, on behalf of Authority. All subleases shall be subject to the same conditions, obligations, and terms as set forth herein and Tenant shall be fully responsible for the observance by its subtenants of the terms and covenants contained in this Lease. Notwithstanding the foregoing, the consent of Authority shall not be withheld for an Assignment of this Lease in its entirety where all or substantially all of the assets of Tenant are acquired by another entity by reason of a merger, acquisition, or other business reorganization, provided that Tenant provides written notice to Authority ten (10) days prior to the change in ownership and Authority has been furnished evidence, reasonably satisfactory to Authority, establishing that the proposed assignee: (a) has the financial ability to make the rental payments required under this Lease and to otherwise satisfy its financial obligations under this Lease; (b) has sufficient experience at comparable airports to operate in the manner required hereunder; (c) has the ability to otherwise perform all of the terms, conditions and covenants of this Lease; and (d) agrees to assume all obligations, responsibilities and liabilities of Tenant arising on and after the effective date of the Assignment. Tenant shall remain primarily liable to Authority for fulfilling all obligations, terms, and conditions of this Lease, throughout the entire Term and any extension thereof, except in the event of a complete Assignment, in which event Tenant shall be released from all further obligation arising subsequent to such Assignment; provided that Tenant's assignee agrees in writing to be fully bound by the terms and provisions of this Lease from and after the effective date of such Assignment. Authority may freely assign this Lease at any time without the consent of Tenant, and upon assumption by

23

such assignee of Authority's obligations hereunder from and after the date of such assignment, Authority shall be released from all liability and obligation arising hereunder from and after the date of such assignment. Notwithstanding any provision of this Lease to the contrary, any proposed assignee shall be required to provide proof of insurance and any security instruments required hereunder prior to the Assignment of this Lease.

15.02 Permitted Assignments and Subleases. Tenant shall have the right to assign this Lease or to enter into one or more subleases without Authority's approval or consent if the assignment or sublease is to: (a) a Leasehold Mortgagee or an entity that subleases the Premises back to Tenant or any affiliate of Tenant in connection with a financing of the Required Improvements or any alterations; or (b) the assignment or sublease of the Premises is to a parent, subsidiary, affiliate or successors to Tenant by merger, consolidation, realignment, reorganization or purchase of Tenant, or to a purchaser of all or substantially all of the assets of Tenant used in the operation of Tenant's business at the Premises (each, a "Permitted Transferee"). No such assignment or subletting shall be considered as a release of Tenant from any of its obligations hereunder. Authority agrees that the foregoing shall apply to, among others, any assignment or sublease pursuant to which the Permitted Transferee intends to use the Premises as a MRO. Should Tenant sublease the Premises or any portion of the Premises to a Permitted Transferee, Tenant shall notify the Authority in writing within fifteen (15) days after the date such sublease or assignment is completed and shall provide the Authority with a copy of the sublease or assignment agreement.

Tenant shall protect, defend, reimburse, indemnify and hold Authority and its elected officers, employees and agents and each of them free and harmless at all times from and against any and all liability, losses, expenses, costs, suits, claims, judgments, fines and damages (including reasonable attorney fees at trial and appellate levels) and causes of action of every kind and character (hereinafter collectively referred to as, "Damages"), or in which Authority is named or joined, arising out of Tenant's or a Tenant Party's use or occupancy of the Premises or Airport by Tenant or a Tenant Party, including, but not limited to, those arising by reason of any damage to property or the environment, or bodily injury (including death) incurred or sustained by any party hereto, any agent or employee of any party hereto, and any third party or other Person whomsoever, or any governmental agency, arising out of or incident to or in connection with the condition of the Premises caused by Tenant, Tenant's or a Tenant Party's acts, omissions or operations at the Airport, or the performance, non-performance or purported performance of Tenant or any breach by Tenant or an Tenant Party of the terms of this Lease; provided, Tenant shall not be responsible for Damages that are attributable to the negligence or willful misconduct of Authority or its elected officers, employees, agents and servants or a direct result of a breach of this Lease by Authority. Nothing herein shall be deemed to abrogate Tenant's common law or statutory rights to contribution from Authority for liability legally established as attributable to Authority's negligence. Each party shall give to the other reasonable notice of any such claims or actions. Tenant recognizes the broad nature of this indemnification and hold-harmless clause and acknowledges that Authority would not enter into this Lease without the inclusion of such clause, and voluntarily make this covenant and expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and valuable consideration provided by Authority in support of this

24

indemnification in accordance with the laws of the State of Florida. The obligations arising under this Article shall survive the expiration or termination of this Lease.

No signs, posters, or similar devices shall be erected, displayed, or maintained by Tenant outside the Premises on other areas of the Airport without the written consent of Authority, which consent may be granted or withheld in Authority's sole and absolute discretion. All signs not approved by Authority shall be promptly removed at the sole cost and expense of Tenant upon written demand therefore by Authority.

18.01 General. Tenant agrees that throughout the Term and any extension thereof, Tenant shall at all times remain in compliance with all applicable federal, state and local laws, statutes, regulations, rules, rulings, orders, ordinances and directives of any kind or nature, as now or hereafter amended or promulgated, including, but not limited to, FAA Advisory Circulars, Orders and Directives, and the Airport Rules and Regulations.

18.02 Permits and Licenses Generally. Tenant agrees that it shall, at its sole cost and expense, obtain, comply with, and maintain current all permits, licenses and other governmental authorizations required for its operations and activities on the Premises. Upon the written request of Authority, Tenant shall provide Authority with copies of all permits and licenses requested by Authority pursuant to this Section.

18.03 Air and Safety Regulation. Tenant shall conduct its operations and activities under this Lease in a safe manner and shall comply with all safety regulations and standards imposed by applicable federal, state, and local laws and regulations and shall require the observance thereof by Tenant and all other Persons transacting business with or for Tenant resulting from, or in any way related to, the conduct of Tenant's business on the Premises. Tenant shall procure and maintain such fire prevention and extinguishing devices as required by Authority and by law and shall always be familiar and comply with the fire regulations and orders of Authority. Tenant agrees that neither Tenant, nor its employees or contractors or any person working for or on behalf of Tenant, shall require any personnel engaged in the performance of Tenant's operations to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous to his or her health or safety, as determined by standards adopted pursuant to the Occupational Safety and Health Act of 1970, as now or hereafter amended, as well as all applicable State and local laws, regulations, and orders relative to occupational safety and health.

25

under applicable Environmental Laws. Tenant further expressly covenants, warrants, guarantees, and represents that it is fully qualified to handle and to arrange disposal of all such Hazardous Substances, in a manner which is both safe and in full compliance with all applicable Environmental Laws.

26

Tenant shall comply with the applicable requirements of the Americans with Disabilities Act and the State of Florida Accessibility Requirements Manual, and applicable implementing regulations, and any similar or successor laws, ordinances, rules, and regulations, including cooperation with Authority, concerning the same subject matter.

Authority hereby disclaims, and tenant hereby releases authority, from any and all liability, whether in contract or tort (including strict liability, negligence and nuisance), for any loss, damage, or injury of any nature whatsoever sustained by tenant parties during the term of this lease or any extension hereof including, but not limited to, loss, damage or injury to the improvements or personal property of tenant parties that might be located or stored on the premises, unless such loss, damage or injury is caused by authority's negligence, willful acts, or a taking of the premises or any part thereof by eminent domain by the authority. The parties hereto expressly agree that under no circumstances shall either party be liable for indirect, consequential, special, or exemplary damages whether in contract or tort (including strict liability, negligence, and nuisance), such as, but not limited to, loss of revenue or anticipated profits or any other damage related to the leasing of the premises pursuant to this lease unless such is a result of the taking of the premises or any part thereof by eminent domain by the authority. Furthermore, tenant acknowledges and agrees that its use of any such information, whether prepared or provided by authority or otherwise, in determining whether to enter into this lease was at its sole risk. The foregoing disclaimer shall not be construed to constitute an agreement by tenant to indemnify authority for authority's negligent, willful, or intentional acts.

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曰

21.01 Federal Right to Reclaim. This Lease and rights granted to Tenant hereunder are expressly subordinated and subject to whatever rights the United States government now has or in the future may acquire affecting the control, operation, regulation, and taking over of the Airport or the exclusive or non-exclusive use of the Airport by the United States government during the time of war or national emergency. This Section 24.01 shall not act or be construed as a waiver of any rights Tenant may have against the United States as a result of such taking.

21.02 Federal Review. Tenant acknowledges this Lease may be subject to review or inspection by the FAA to determine satisfactory compliance with federal law or grant assurances and agrees that this Lease shall be in full force and effect and binding upon both parties pending such review or inspection by the FAA, if applicable; provided, however, that upon such review or inspection all parties hereto agree to modify any of the terms of this Lease which shall be determined by the FAA to be in violation of existing laws, regulations, grant assurances or other requirements.

21.03 Tax Assessment Right. None of the terms, covenants and conditions of this Lease shall in any way be construed as a release or waiver on the part of Authority, as a political subdivision of the State of Florida, or any of the public officials of Authority, Sarasota County, Florida, or Manatee County, Florida, of the right to assess, levy, and collect any ad valorem, non-ad valorem, license, personal, intangible, occupation, or other tax which shall be lawfully imposed on the Premises, the business or property of Tenant.

21.04 Height Restriction. Tenant expressly agrees for itself, its successors, and assigns, to restrict the height of structures, objects of natural growth and other obstructions on the Premises to such a height to comply with Title 14, Part 77 of the Code of Federal Regulations, as now or hereafter amended.

21.05 Right of Flight. Authority reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises together with the right to cause in said airspace such noise as may be inherent in the operations of aircraft now known or hereafter used, for navigation of or flight in the said airspace for landing on, taking off from, or operating on the Airport.

21.06 Operation of Airport. Tenant expressly agrees for itself, its sublessees, successors and assigns to prevent any use of the Premises that would interfere with or adversely affect the operation, maintenance or development of the Airport, or otherwise constitute an Airport hazard; provided that the operation of the Premises for the uses permitted under this Lease in accordance with the terms and conditions of this Lease and the Minimum Standards shall not be deemed to interfere with or adversely affect the operation, maintenance or development of the Airport or otherwise constitute an Airport hazard.

21.07 Release. Tenant acknowledges that noise and vibration are inherent to the operation of Airport and hereby releases Authority from all liability relating to the same.

21.08 Exclusive Rights. Notwithstanding any provision of this Lease to the contrary, Tenant understands and agrees that the rights granted under this Lease are nonexclusive, other than the exclusive right of use of the Premises, and that Authority may grant similar privileges to another tenant or other tenants on other parts of the Airport.

28

歩きに、歩きに歩きに歩きに

21.09 Hazardous Wildlife Attractants. Tenant acknowledges that water detention and retention areas are considered wildlife attractants and shall request the approval of Authority prior to constructing a water detention or retention area within the Premises. If approved by Authority, water detention or retention areas shall follow the siting, design, and construction requirements of the Authority. Tenant further agrees to comply with the provisions of Federal Aviation Administration Advisory Circular No. 150/5200-33B, as now or hereafter amended, as such circular is interpreted by the Authority.

22.01 Non-Discrimination in Authority Contracts. Tenant warrants and represents to Authority that all its employees are treated equally during employment without regard to race, color, national origin, religion, ancestry, sex, age, familial status, marital status, sexual orientation, gender identity and expression, disability, or genetic information. Tenant has submitted to Authority a copy of its non-discrimination policy, which is consistent with the above, as contained in Resolution R-2014-1421, as may be amended, or in the alternative, if Tenant does not have a written non-discrimination policy, it has acknowledged through a signed statement provided to Authority affirming their non-discrimination policy conforms to R-2014-1421, as may be amended.

29

23.01 Failure of Utility Systems. Authority shall not be responsible or liable to Tenant for any claims for compensation or any losses, damages or injury whatsoever sustained by Tenant including, but not limited to, those resulting from failure of any water supply, heat, air conditioning, electrical current, or sewerage or drainage facility, or caused by natural physical conditions on the Premises, whether on the surface or underground, including stability, moving, shifting, settlement of ground, or displacement of materials by fire, water, windstorm, tornado, hurricane, act of God or state of war, civilian commotion or riot, or any cause beyond the control of Authority. All personal property placed on or moved on to the Premises shall be at the sole risk of Tenant. Authority shall not be liable for any damage or loss of any personal property placed or moved on to the Premises.

23.02 Force Majeure. Any delay in or a failure of performance by Tenant in the performance of its obligation under this Lease to construct the Required Improvements shall not constitute a default under this Lease to the extent that such delay or failure of performance could not be prevented by Tenant's exercise of reasonable diligence and results from: (a) Pre-existing Environmental Condition, or other circumstances at, on, or under the Property discovered by Tenant during the demolition of the existing improvements or construction of the Required Improvements that were not identified in any Inspections conducted by Tenant pursuant to Section 3.03, (b) acts of God, (c) fire or other casualty, (d) war, (e) public disturbance, (f) failure of the Authority, FAA or other governmental entity with oversight over the Premises to issue or deliver any permit, license or consent needed for the construction of the Required Improvements through no fault, delay, action or inaction of Tenant, (g) and/or strikes or other labor disturbances in the Palm Beach area not attributable to the failure of Tenant to perform its obligations under any applicable labor contract or law and directly and adversely affecting Tenant (any, a "Force Majeure Event"). In no event shall the inability to obtain financing be deemed to be a Force Majeure Event. Tenant agrees to use reasonable efforts to minimize the delay and other adverse effects of any Force Majeure Event. If any Force Majeure Event results in Tenant's inability to construct the Required Improvements in accordance with the terms of this Lease or to operate the Premises in accordance with the terms and conditions of this Lease, Tenant shall have the right to terminate this Lease upon sixty (60) days prior written notice to Authority.

30

<table><tr><td colspan="3">☁️</td></tr><tr><td>☑</td><td>☐</td><td>☐</td></tr><tr><td>☑</td><td>☐</td><td>☐</td></tr><tr><td>☑</td><td>☐</td><td>☐</td></tr><tr><td>☑</td><td>☐</td><td>☐</td></tr><tr><td>☑</td><td>&lt;ecel&gt;</td><td></td></tr></table>

23.03 Waiver. The failure of Authority to insist on a strict performance of any of the agreements, terms, covenants, and conditions hereof shall not be deemed a waiver of any rights or remedies that Authority may have for any subsequent breach, default, or non-performance, and Authority's right to insist on strict performance of this Lease shall not be affected by any previous waiver or course of dealing.

23.05 Easement. Nothing in this Lease shall impair any existing utility easements, nor impair the right of access to any existing utility lines. Authority reserves the right to grant utility easements, licenses, and rights-of way to others over, under, though, across or on the Premises; provided, however, that such grant or the use of any easement, license, or right of way does not interfere with Tenant's operations or reduce the value of the Required Improvements. Authority shall restore the Property and the Premises to its condition prior to the date Authority granted any such easement, license, or right-of-way if any construction is performed in connection with any of the foregoing.

23.06 Independent Contractor. Tenant or any successor in interest to this Lease, is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and Authority shall in no way be responsible therefor.

23.07 Governmental Authority. Nothing in this Lease shall be construed to waive or limit the Authority's governmental authority as a political subdivision of the State of Florida to regulate Tenant or its operations. The Authority's obligations under this Lease are made in a proprietary capacity rather than in a governmental capacity and such agreements shall not be construed as limiting, prohibiting or eliminating the obligation of the parties to comply with all applicable rules, regulations, ordinances, statutes and laws, nor alter or impair the Authority's governmental functions, including, but not limited to, the Authority's right to lawfully exercise its regulatory

31

<table><tr><td colspan="4">☁️</td></tr></table>

authority over the development of the Premises, nor as enabling, permitting, or creating any cause of action or claim arising out of the lawful exercise of the Authority's governmental authority.

23.08 Consent and Action. Whenever this Lease calls for an approval, consent or authorization by the Authority or Authority, such approval, consent, or authorization shall be evidenced by the written approval of the Director of the Authority or his or her designee. In the event this Lease is silent as to the standard for any consent, approval, determination, or similar discretionary action, the standard shall be at the reasonable discretion of Authority or Authority.

23.09 Rights Reserved to the Authority. All rights not specifically granted Tenant by this Lease are reserved to Authority.

23.10 Invalidity of Clauses. The invalidity of any portion, article, paragraph, provision, clause, or any portion thereof of this Lease shall have no effect upon the validity of any other part or portion hereof.

23.11 Governing Law. This Lease shall be governed by and in accordance with the laws of the State of Florida.

23.12 Venue. Venue in any action or proceeding in connection with this Lease shall be filed and held in a State court of competent jurisdiction located in Palm Beach Authority, Florida.

23.13 Notices. All notices and elections (collectively, "notices") to be given or delivered by or to any party hereunder, shall be in writing and shall be (as elected by the party giving such notice) hand delivered by messenger, courier service or overnight mail, or alternatively shall be sent by United States Certified Mail, with Return Receipt Requested. The effective date of any notice shall be the date of delivery of the notice if by personal delivery, courier services or overnight mail, or if mailed, upon the date which the return receipt is signed or delivery is refused, or the notice designated by the postal authorities as non-deliverable. The parties hereby designate the following addresses as the addresses to which notices may be delivered, and delivery to such addresses shall constitute binding notice given to such party:

Tenant:

Southern Light, LLC Attention: Kelly A. McGriff Vice President and Deputy General Counsel 107 St. Francis Street Suite 1800 Mobile, Alabama 36602 kelly.mcgriff@uniti.com

Any party may from time to time change the address to which notice under this Lease shall

32

晩の夜は、夜の夜の夜の夜の夜

be given such party, upon three (3) days prior written notice to the other party.

23.14 Paragraph Headings. The heading of the various articles and sections of this Lease, and its Table of Contents, are for convenience and ease of reference only, and shall not be construed to define, limit, augment or describe the scope, context or intent of this Lease or any part or parts of this Lease.

23.15 No Recording. Neither this Lease, nor any memorandum or short form hereof, shall be recorded in the Public Records of Authority.

26.16 Binding Effect. I he terms, conditions and covenants of this Lease snail inure to the benefit of and be binding upon the parties hereto and their successors, assigns and subtenants, if any. This provision shall not constitute a waiver of any conditions against assignment or subletting.

23.17 Non-Exclusivity of Remedies. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or inequity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

23.18 Construction. No party shall be considered the author of this Lease since the parties hereto have participated in extensive negotiations and drafting and redrafting of this document to arrive at a final Lease. Thus, the terms of this Lease shall not be strictly construed against one party as opposed to the other party based upon who drafted it. If any section, paragraph, sentence, clause, or provision hereof, shall be held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Lease and the same shall remain in full force and effect.

23.19 No Broker. Tenant represents and warrants that Tenant has not dealt with any real estate salesperson, agent, finder, or broker in connection with this Lease and further agrees to indemnify, defend, and hold harmless Authority from and against any claims or demands of any such salesperson, agent, finder, or broker claiming to have dealt with Tenant. The foregoing indemnification shall include all costs, expenses, and fees, including reasonable attorney's fees at trial and all appellate levels, expended, or incurred in the defense of any such claim or demand.

23.20 Public Entity Crimes. As provided in Section 287.132-133, Florida Statutes, by entering, into this Lease or performing any work in furtherance hereof, Tenant certifies that it, its affiliates, suppliers, subcontractors, and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Authority of Management Services within the thirty-six (36) months immediately preceding the effective date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.

23.21 Scrutinized Companies. As provided in Section 287.135, Florida Statutes, by entering into this Lease or performing any work in furtherance hereof, Tenant certifies that it, its affiliates, suppliers, subcontractors and consultants who perform hereunder, have not been placed on the Scrutinized Companies Activities in Sudan List or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes, or on the Scrutinized Companies that boycott Israel List, or is engaged in a boycott of

33

Israel, pursuant to Section 215.4725, Florida Statutes, or is engaged in business operations in Cuba or Syria. If Authority determines, using credible information available to the public, that a false certification has been submitted by Tenant, this Lease may be terminated and a civil penalty equal to the greater of Two Million Dollars ($2,000,000) or twice the amount of this Lease shall be imposed, pursuant to Section 287.135, Florida Statutes.

23.22 Annual Budgetary Funding. This Lease and all financial obligations of Authority hereunder are subject to and contingent upon annual budgetary funding and appropriations by the Sarasota Manatee Airport Authority Board.

23.23 Entirety of Agreement. The parties agree that this Lease sets forth the entire agreement between the parties, and there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Lease may be added to, modified, superseded, or otherwise altered except by written instrument executed by the parties hereto.

23.24 Incorporation by References. Exhibits attached hereto and referenced herein shall be deemed to be incorporated in this Lease by such reference.

23.25 Radon. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from Authority's public health unit.

23.26 No Third-Party Beneficiaries. No provision of this Lease is intended to, or shall be construed to, create any third-party beneficiary or to provide any rights to any person or entity not a party to this Lease, including, but not limited to, any citizen or employees of Authority and/or Tenant.

23.27 Survival. Notwithstanding any early termination of this Lease, Tenant shall remain obligated hereunder to perform any duty, covenant or obligation imposed upon Tenant hereunder arising prior to the date of such termination.

(Continued, on next page).

34

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day and year first above written.

Signature ___ SOUTHERN LIGHT, LLC

Name ___ Signature ___ DocuSigned by: kelly McGriff F98BA57E158C493...

Title _____ Name Kelly A. McGriff

Date _____ Title Vice President and Deputy General Counsel

SOUTHERN LIGHT, LLC

Signature DocuSigned by: kelly McGriff F98BA57E158C493...

Name Kelly A. McGriff

Title Vice President and Deputy General Counsel

Date 9/13/2021

Signature _____

Name _____ Witnesses, as to Lessee

Title _____

Date ___ Signature ___ 44019943967248E...

Witnesses, as to Lessee

Signature Jessica Kaiser 44019943967248E...

Name Jessica Kaiser

Title Executive Assistant

Date 9/13/2021

Approved as to Form & Legality Seal

EXHIBIT “A”

35

PREMISES

EXHIBIT “A-1” SURVEY

36

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01:17:00+01:00+00:00</td><td>101.com/20230909/01:17:00+01:00+00:00</td><td>101.com/20230909/01:17:00+01:00+00:00</td><td>101.com/20230909/01:17:00+01:00+00:00</td><td>101.com/20230909/01:17:00+01:00+00:00</td><td>101.com/20230909/01:17:00+01:</td></tr></table>

11

.....

ALL UTILITY LOCATIONS SHOWN ARE APPROXIMATE. CONTRACTOR IS RESPONSIBLE FOR ALL LOCATING. PRIOR TO ANY WORK PERFORMED. CONTACT Southern Light: 877-652-2321 INFORMATION IN THIS DOCUMENT IS PROPRIETARY AND SHALL NOT BE USED, COPIED, REPRODUCED OR DISCLOSED IN WHOLE OR IN PART WITHOUT WRITTEN CONSULTATION OF Southern Light Unitifiber DOD TEERCOMMUNICATIONS YACILITY

DATE: REVISIONS SCALE: 1"~20" PROJ. NO.: N/A DATE: 6/9/2021

INDEX REF.: REG.4-CV ENG: MG DRAWN BY: M GREEN

ROUTE SCHEM: N/A SPLICE DWG: N/A DWG. NO: REG.4.3-02

Coordinates: 27.394012°N, -82.561596°W

DOD Telecommunications Facility

37

SARASOTA MANATEE AIRPORT AUTHORITY SEPTEMBER 2021 MEETING STAFF NARRATIVE REQUEST FOR APPROVAL: #P-210008 CONTRACT WITH NETSYNC NETWORK SOLUTIONS FOR MANAGED NETWORK SERVICES

EXECUTIVE SUMMARY: Staff requests authorization from the Board to approve an award of contract to Netsync Network Solutions to provide installation, monitoring, and co-managed services for the Authority's network 1 and an option for four additional networks for the Sarasota Manatee Airport Authority ("Authority") for a three (3) year period with an option to renew for two (2) additional one-year periods.

The RFP was publicly noticed through the Bradenton Herald, Sarasota Herald, Florida Airports Council, and distributed on June 24, 2021, and broadcast through Onvia/DemandStar. 334 firms were notified of the RFP. There were 20 firms that requested and downloaded bid documents. A Pre-submittal Conference was held on July 08, 2021, with four firms in attendance. Addendum Number One was issued and uploaded to Onvia/DemandStar on July 19, 2021, for additional clarification. On July 28, 2021, Purchasing received four responses to the RFP.

Committee members Evan Knighting, ITS Sr. VP, Mary Malloy, Network Administrator, Lionel Guilbert, Sr. VP Operations, and Don Farr, Director Internal Audit met on August 17, 2021, to evaluate the submittals. The selection committee determined that Netsync Network Solutions was the most responsive and responsible bidder. Upon a thorough review of the submittals received, a formal recommendation was submitted to Purchasing to request the Board's approval of Netsync Network Solutions submittal. As specified in the RFP, the fee proposal was not the sole determining factor in the selection process.

Included in the proposed contract for FY22 is annual base support fee of $42,535.00 which includes Managed Services support for the Airport's main network. This cost is below the budget of $45,000 for FY22. Staff anticipates that the other four networks will be ready to be added by the end of FY22. Therefore, to allow for that growth in the number of supported networks and any technology advancements, staff recommends that the Sarasota Manatee Airport Authority Board approve a contract to add four additional networks for a not to exceed total annual cost of $171,394.

RECOMMENDATION: It is hereby recommended that the Sarasota Manatee Airport Authority Board approve the installation, monitoring, and co-managed support services of Netsync Networked Solutions for an annual cost of $42,535.50 for year one and $171,394.00 for the two remaining years and optional two one-year extensions. Staff also requests authorization to prepare any and all documents necessary to implement this action.

1

AGENDA ITEM NO. 11B

Last investment earning 1.4% matured August 25th, moved funds to Operating account earning 1.9%.

Sarasota Manatee Airport Authority Investment Portfolio For the Month of August 2021

Description Cusip/Invest Coupon Par Value Orig Face Yield Acquisition Cost Purchase Date Maturity Date Int. Rec'd Market Value Yield @ Market

AUGUST 2021

Included in the Board packet are the unaudited financial statements for August. Summary information contained therein for August is as follows: Operating revenues were approximately 65% higher than anticipated in the FY 21 budget. Operating expenses were approximately 0.6% higher.

As part of the ongoing development of investment policies and procedures, reports have been developed based on information provided by Sarasota County Clerk of the Court. The current disclosure reflects an Investment Portfolio Analysis, along with a Portfolio Activity Report. Staff continues to work closely with the Clerk's office. No investments to report for August.

Passenger Facility Charge (PFC): A separate detail which reflects PFC collections for the month of August and cumulative to date. PFC's collected for August were $983,464.62.

Total Collection Authority: $ 83,313,937

Approved applications

Appl. 1 June 29, 1992 92-01-1-00-SRQ Charge Expiration Date Approved Impose Approved Use Current Revenue Aug-21 Current Interest Aug-21 Total Collections Total Interest Total Revenue

June 27, 1995 92-01-1-01-SRQ Oct 1, 2001 38,715,000 0

Sept. 8, 1995 92-01-1-02-SRQ 0 0

Dec. 15, 1995 92-01-1-03-SRQ 2,642,400 0

July 27, 1998 92-01-1-04-SRQ (19,369,507) 0

Dec. 1, 1999 92-01-1-05-SRQ (250,000) 0

Dec. 28, 2000 92-01-1-06-SRQ (450,000) 0

June 17, 2009 92-01-1-07-SRQ 0 0

Appl. 2 Jan. 31, 1995 95-02-U-00-SRQ 0 5,395,493

Sept. 8, 1995 95-02-U-01-SRQ 0 2,642,400

July 27, 1998 95-02-U-02-SRQ 0 (86,868)

June 17, 2009 95-02-U-04-SRQ 0 (2,002,722)

October 8, 2009 95-02-U-05-SRQ 0 (621)

0 5,947,682

Appl. 3 Dec. 15, 1995 95-03-C-00-SRQ Apr 1, 2002 400,000 14,350,000

July 27, 1998 95-03-C-01-SRQ 250,000 86,868

Dec. 1, 1999 95-03-C-02-SRQ 450,000 0

Dec. 28, 2000 95-03-C-03-SRQ 0 0

June 17, 2009 95-03-C-05-SRQ 0 (5,690,098)

October 8, 2009 95-03-C-05-SRQ (349,939)

750,061 8,746,770 675,673 74,388 750,061

Appl. 4 Oct. 3, 2000 00-04-C-00-SRQ Feb 1, 2014 36,126,915 36,126,915

Feb. 22, 2002 00-04-C-01-SRQ 2,368,148 2,368,148

July 23, 2009 00-04-C-02-SRQ 22,194,884 22,194,884

Dec. 7, 2017 00-04-C-02-SRQ (887,886) (887,886)

59,802,061 59,802,061 58,234,308 1,567,753 59,802,061

Appl. 5 May 7, 2019 19-05-C-00-SRQ 8,817,424 8,817,424 983,464,62 3,307,32 2,461,843 6,641 2,468,484

$83,313,937 $83,313,937 $983,465 $3,307 $73,498,601 $3,466,396 $76,964,997

Project number Description Use Appl. # Estimated Implementation Date Total Approved to Use Expenditures Month end Aug-21 Total Expended to Date Balance to Use Status

101A FAR Part 150 program 2 Oct 1, 1991 1,474,904 1,474,904 0 Project complete

105 Environmental assessment 2 Mar 28, 1994 63,132 63,132 0 Project complete

106 RPZ land acquisition 2 Sep 28, 1994 3,562,521 3,562,521 0 Project complete

108 Rehabilitate Taxiway A 2 Jan 1, 1993 819,836 819,836 0 Project complete

113 Rehabilitate Taxiway I now F 2 Jul 1, 1992 27,289 27,289 0 Project complete

Total 5,947,682 0 5,947,682 0

101B FAR Part 150 program 3 Oct 1, 1991 3,063,506 3,063,506 0 Project complete

102 Airfield drainage 3 Oct 1, 1996 148,676 148,676 0 Project complete

107 Lengthen runway 14/32/barriers 3 Dec 1, 1997 4,784,527 4,784,527 0 Project complete

117 Develop. of Regional Impact 3 Sep 18, 1995 750,061 750,061 0 Project complete

Total 8,746,770 0 8,746,769 0

118 Terminal development debt service Amendment 4 Oct 1, 2000 60,689,947 (887,886) 59,290,488 511,573 Collection and use approved for terminal related debt service. Amount budgeted for FY 2021 is $3,483,810

59,802,061 0 59,290,488 511,573

5.01 Passenger Loading Bridge 5 Dec 1, 2021 2,579,924

5.02 Air Traffic Control Tower 5 Dec 1, 2022 6,192,800

5.03 Administration Cost Reim 5 Dec 1, 2021 44,700

Total 8,817,424 0 0 8,817,424

$83,313,937 $0 $73,984,940 $9,328,997

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HUMAN RESOURCES

The following positions(s) are funded in the FY 21 Budget, but have not been authorized to fill at this time.

PURCHASING

We are interviewing outside firms to either strip and seal or diamond hone our terrazzo floors so our new floor tech crew can keep up the new appearance. The new floor tech crew has been doing a very good job and we are hoping to be completely staffed in August.

We completed with Engineering additional ramp markings to safely park more planes on the farmacist on east and west sides of terminal. At the same time, we have re-striped the centerline of both runways using the same firm. We are in the process of writing a new Contract Manager at Risk Contract for the terminal expansion and modernization.

We have helped ITS select a new firm to do the Managed Network Service and will go for Board approval in September. The new WIFI system is being installed, but there looks like there might be delays due to equipment availability. We will continue to use our current vendor to make sure there is no lapse in service until the install is complete.

Informal written quotes requested from prospective suppliers to provide airport lighting/lamps, artificial plants, batteries, computer hardware, technical support and software related items, electrical fixtures, extinguishing agents, firefighting gear, landscaping supplies, loading bridge repairs and supplies, industrial supplies, MRO items, office chairs, paint and paint supplies, promotional and advertising novelties, rental equipment, tires, tractor, uniforms, etc. and other misc. repairs and services.

We still have many masks that are being held for the Airlines use. Our supplies of PPE items are at good levels just in case Florida and our area has another wave. We have instructed our Janitorial Service to continue the high level of wipe downs and sanitizing all touch surfaces.

We have reviewed the projected passenger increases we are expecting and working with Owen's to ensure they have the needed staffing levels to meet this increased volume. We are reviewing with Owen's weekly to ensure their staffing levels meet the increased flights and passenger loads we are seeing. We are taking the floor cleaning function into the Facilities Department and looking to revamp Owen's schedule to eliminate third shift.

The A/C and new roof installation is complete at the old Honeywell building. New water fountains have been installed and we are working on getting the atrium windows fixed to stop the leaks. We have been working with Properties on a proposed new large truck parking area off of Tallevast Road.

CONTRACTS ISSUED: NONE.

The Warehouse continues to add and delete items stocked in inventory and to generate purchase orders to replenish stock based on monitoring of inventory levels: 0 new items added, and we have reduced the number of items in the warehouse by 0. Purchasing is reviewing all stock items to further reduce non-Purchasing is reviewing all stock items to further reduce non-usage/slow moving items as needed. On-line auction activity through GovDeals for surplus/obsolete items: There were $316.00 of sales in the month of August 2021.

Purchase Orders Issued: 100

Blanket Purchase Orders Issued: 3

Emergency Purchase Orders Issued: 0

■ Change Orders Issued: 1

■ Inventory Stock Transactions: 192

Courier Activity: 487 miles for month

Per the Purchasing Policy, all purchases between $35,000 - $65,000 require at least three informal quotes. All purchases between $65,000 to $150,000 value shall be publicly noticed and made on the basis of competitive sealed bids, competitive sealed proposals, or competitive sealed replies. All exceptions shall be noted to the Authority at its next regular meeting. The following are exceptions to this policy for August 2021: None.

Southwest Airlines: Southwest is seeking additional ticket office space and plans are in design for additional space below the Concourse at Gate B-10.

Allegiant: Properties and Allegiant are in discussions regarding additional space needs as Allegiant continues to grow at SRQ.

Delta Airlines: Delta expanded its Air Cargo space. Dade GSE has moved into Bay 3 which was vacated by Menzies.

American Airlines: Additional space for American is in design in the lower level of the Concourse with buildout to be completed late 2021. A temporary space for American OPS was delivered to American while the permanent space is prepared.

Property #7/NEC and #12 NWC University & Bradenton Rd: SMAA filed an application for DRI termination and rezoning and attended the first of several public hearings required. The hotel tenant, SRQ3, LLC, has also joined the zoning application to increase room count. The property is under consideration to be utilized for a temporary parking lot to accommodate overflow parking needs while various projects are constructed.

Rental Car/Status: Phase I, remodel of ticketing, offices, and a covered walkway on hold. Phase II, development of a consolidated QTA lot/facility and expansion of the ready/return lot are both in design/planning.

Fuel Farm: Fuel Farm expansion Phase I complete, Phase II underway, and will add a third vertical storage tank. Menzies has moved into the new space created in conjunction with the vertical tanks.

Airport Hotel #3: The ground rent tenant has joined in the DRI/rezoning efforts underway to increase number of hotel rooms.

North Quad: Potential tenant interest and planned improvements/facilities within this development area necessitates further conceptual site planning, including planned ramp expansion, a GA FIS facility and interested tenants for hangar development. Marketing efforts and tenant discussions/negotiations continue.

Team Success: The Tenant has completed earthwork to clear and prepare the property for construction and work is underway, however the opening of the school was delayed into the next school year. The owner of Team Success has requested additional lands to expand its campus and another lease is under consideration.

Concessions: HMS Host has completed a remodel of the Kona bar. Paradies added a Dunkin Donut Express kiosk post security and is in operation.

Redevelopment of retail, food and beverage concessions throughout the Terminal/Concourse, strategy and plan to expand/redevelop is in process. This project will be a phased project over the next four years once implemented. A presentation regarding concessions redevelopment is planned for the Board meeting in November.

Mitchell Management of Florida, Inc.: An agreement has been reached with a local multi store Jimmy Johns franchisee, to add a sub shop for additional food service to be located in the former Duty-Free space. The agreement will be on the September Board Agenda for consideration/approval.

Property #10/M-lot: Construction is underway for both MTC sitework and the maintenance hangar. The MTC Ground Lease with Improvements is out for review by the tenant however, MTC progress as to lease and approvals has been significantly delayed due to COVID related funding shortages.

The maintenance hangar is under construction and the former (Agape) hangar is under extensive remodel. Projected completion of both hangars, first quarter of 2022. Properties is in negotiations with an MRO for the maintenance hangar and a flight school for the former Agape hangar, both agreements are anticipated to be ready for Board consideration in November.

Property #2/Tallevast: Properties is in discussion/negotiations with Industrial development groups and a joint development arrangement is anticipated to be reached within the first quarter of 2022 and would then be submitted to the Board for consideration.

Parking: Parking demand increased dramatically and continues. Therefore, Properties has vacated the former Avis lot (which the Authority was utilizing for RV/boat/vehicle storage) for additional overflow parking. Entrance and exits, revenue controls machines/arms and other paving related improvements are underway to prepare this lot for the season.

Unipak Aviation Building: The HVAC and roof replacement as well as general maintenance and painting work is underway, as well as the tenant improvement work inside the building.

FBO Expansion: Additional hangars are contemplated at Dolphin and permits obtained but no construction start date has been provided to the Authority. Ross Aviation is planning expansion of hangars and discussions are underway with Ross to develop additional hangars in the N Quad area. Ross has submitted a concept plan and negotiations are underway regarding phasing construction. Additional FBO operators have indicated interest in adding FBO facility/services, Properties continues to have discussions with same.

Baggage Delivery Service: Agreements for baggage delivery services with both Roadie and Same Day Delivery are in process and once finalized, all baggage delivery services will be required to operate under certain requirements/agreement.

ALD On-Demand Limo & Sedan Service: The ALD agreement has been completed and pick-up fees to be increased from $2.50 to $3.50 effective 10/01/21.

TNCs: Properties is negotiating increased pick-up fees to $3.50 with both TNC's and revised agreements are underway with both Uber and Lyft to go into effect 10/01/2021.

In addition, planning is underway to move the TNC staging area from the cell lot to provide for greater passenger waiting use. The Authority will recapture a parking lot currently leased to New College and prepare the lot to be in operation for staging by the season.

Turo: Properties is in discussions with Turo regarding a peer-to-peer car service agreement to legally operate at the airport.

Southern Light, LLC: An agreement with Southern Light, LLC telecommunications company has been reached for a small lot/facility at the Airport. UNITI provides fiber optic communications to various parties including the DOD. The Airport will receive fiber connection in exchange rent for the location. This Agreement is on the September Board Agenda for consideration/approval.

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Market Rent Analysis: A Market Rent Analysis has recently been completed for Airport future development properties. This analysis will assist Properties in determining market rates of the numerous projects currently underway and as well as in the future.

General: Insurance notices, tenant inquiries, showing of properties, construction permits, meetings with surveyors, appraisers, contractors and engineering consultants, collections and past due notices, notices of insurance renewals and compliance, loss prevention committee, meetings with insurance claimants, planning and staff meetings.

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2021 2020 % CHANGE 2021 YEAR TO DATE 2020 YEAR TO DATE % CHANGE 12 MONTHS ACTIVITY

THRU AUGUST % CHANGE

2021 2020

AIRCRAFT OPERATIONS

ITINERANT

AIRLINES 2,697 1,057 155.16% 21,212 10,018 111.74% 26,662 16,240 64.17%

AIR TAXI 632 575 9.91% 8,584 6,331 35.59% 12,234 9,908 23.48%

GENERAL AVIATION 4,817 4,155 15.93% 47,981 38,648 24.15% 67,865 58,480 16.05%

MILITARY 330 197 67.51% 2,162 1,975 9.47% 2,816 2,624 7.32%

TOTAL ITINERANT 8,476 5,984 41.64% 79,939 56,972 40.31% 109,577 87,252 25.59%

GENERAL AVIATION (Local) 2,717 3,056 -11.09% 21,663 25,550 -15.21% 31,112 38,116 -18.38%

TOTAL OPERATIONS 11,193 9,040 23.82% 101,602 82,522 23.12% 140,689 125,368 12.22%

TOTAL PASSENGERS:

ON 126,916 29,457 330.85% 1,030,558 425,644 142.12% 1,221,712 765,098 59.68%

OFF 116,933 28,658 308.03% 999,929 408,901 144.54% 1,211,216 765,757 58.17%

TOTAL 243,849 58,115 319.60% 2,030,487 834,545 143.30% 2,432,928 1,530,855 58.93%

ACTIVITY MONTH: AUGUST