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tJl^yf ED STATES DEPARTMENT OF TRANSPOR 

FEDERAL AVIATION ADMINISTRATION 

WASHINGTON, D.C. 

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AIRPORt/Ef^VIRONMENTAL 

LAW, AGC-600 

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VENICE JET CENTER, LLC, 

Complainant, 

FAA Docket No. 16-09-05 

CITY OF VENICE, FL, 

Respondent. 

RESPONDENT CITY OF VENICE, FLORIDA'S REBUTTAL TO VENICE JET 

CENTER'S REPLY 

Robert C. Anderson, Esq. 

City Attorney 

Hall & Anderson, P.A. 

1314 East Venice Ave., Suite E 

Venice, FL 34285 

Telephone: (941) 480-0999 

Facsimile: (941)480-1446 

Arthur P. Berg, Esq. 

KAPLAN KIRSCH & ROCKWELL LLP 

641 Lexington Ave. Suite 1409 

New York, NY 10022 

Telephone: (212) 328-9515 

Facsimile: (646)514-5440 

Thomas R. Devine, Esq. 

W. Eric Pilsk, Esq. 

KAPLAN KIRSCH &. ROCKWELL LLP 

1001 Connecticut Ave NW, Suite 905 

Washington, DC 20036 

Telephone: (202) 955-5600X568 

Facsimile: (202) 955-5616 

Counsel for Respondent City of Venice, FL 
TABLE OF CONTENTS 

INTRODUCTION 1 

ARGUMENT 4 

I. The Allegations and Arguments Set Forth in the Introduction to 

Complainant's Reply Are Unfounded and Irrelevant to This 

Proceeding 4 

II. The Assertion that VJC is the True Party at Interest is Unsupported 

by the Evidence in this Proceeding 14 

III. VJC/Receiver Lacks Standing to Bring Its Claim 21 

IV. VJC's Claim Is Not Ripe For Adjudication Because There is No 

Proposal Currently Before the City From an Entity Seeking to 

Construct the Hangars 25 

V. The City is Not Applying Unreasonable Minimum Standards in a 

Discriminatory Manner and VJC Has Not Complied with all 

Requirements 28 

A. The Requirement of Demonstrating Financial Capability 

Applies Under the Express Language of the Lease and the 

Applicable Minimum Stamdards Incorporated by Reference 

into the Lease 31 

B. Contrary to Complainant's Contention, Requiring FBOs To 

Demonstrate Financial Capability Is Not an Unreasonable 

Standard, and the City Has Not Applied It In a 

Discriminatory Manner 32 

1. Complainant's Claim that the Minimum Standards' 

Financial Viability Requirement Has Never Been 

Applied Before is Unsupported, and, in Any Event, 

Misguided 37 

2. Even if the Financial Capability Requirement Were 

Not Contained in the Airport Minimum Standards, an 

Airport Proprietor has an Inherent Right to Satisfy 

Itself of the Financial Wherewithal of an Entity 

Constructing Aeronautical Facilities 41 

C. VJC/Receiver's Claims that it has Satisfied the Financial 

Capability Requirement are Unsupported by the Evidence 43 
VI. The Conflicting Designation on the ALP for Terminal Area and 

Apron is a Sufficient Reason to Turn Down the Hangar Project 46 

VII. VJC/Receiver Has Not Sufficiently Stated Claims in its Complaint, 

and Its Reply Does Not Cure This Fundamental Defect 48 

A. Complainant Does Not Dispute That It Has Failed To State a 

Sufficient Claim For An Alleged Violation of Assurance 5, 

Preserving Rights and Powers 49 

B. Complainant Has Failed To State an Adequate Claim for 

Violation of Assurance 22, Unjust Discrimination 49 

C. Complainant Has Failed To State A Cognizable Claim For 

Violation of Assurance 23, Exclusive Rights 51 

D. Complainant Has Failed To State A Claim Cognizable Under 

Part 16 For Violation of Assurance 1, Compliance with All 

Laws 52 

1. Part 16 Is Not The Proper Forum For Adjudication of 

An Alleged Violation of Federal Antitrust Laws By 

An Airport Proprietor 53 

2. Even If Complainant's Antitrust Claim Were Within 

Part 16's Jurisdiction, VJC Has Still Failed To State a 

Valid Claim Under The Sherman Act 56 

E. Complainant Lacks Standing and Fails To State a Proper 

Claim For Violation of Grant Assurance No. 19, Operations 

and Maintenance 60 

1. Complainant Lacks Standing to Assert a Claim 

Related to the Deterioration of a Runway at the 

Airport 61 

2. Even If It Had Standing, Complainant Fails To State a 

Proper Claim for A Violation Of Assurance 19 63 

CONCLUSION 66 
TABLE OF AUTHORITIES 

Cases 

Am. Civil Liberties Union of Florida, Inc. v. Miami-Dade County Sch. Bd., 

557 F.3d 1177, 1228 (11th Cir. 2009) 33 

Aspen Skiing Co. v. Aspen Highlands Skiing Corp., 472 U.S. 585, 598, 105 

S.Ct. 2847, 2854 (1985) 62 

Broussard v. Zoning Bd. of Adjustment of City of Pittsburgh, 907 A.2d 494, 

500 (Pa. 2006) 34 

Capital City Cab Serv., Inc. v. Susquehanna Reg'I Airport Auth., 470 

F.Supp.2d 462 (M.D. Pa. 2006) 60, 61 

City of Columbia v. Omni Outdoor Advertising, Inc., 111 S.Ct. 1344, 1353 

(1991) 59 

Fernandez V. Vazguez,397 So.2d 1171, 1173-74 (Fla. Dist. Ct. App. 1981) 35 

Omni Outdoor Advertising, 111 S.Ct 60, 61 

Susquehanna Area Reg'I Airport Auth., 423 F.Supp.2d 472, 482 n. 16 (M.D. 

Pa. 2006) 61 

Township ofTinicum v. United States Department of Transportation, 2009 

WL 2914488 (C.A.3) 65 

Walsh Const. Co. of Illinois v. City of Detroit, 257 F. Supp. 2d 935, 

938 (E.D. Mich. 2003) 34 

Statutes 

Fl. State § 332.08(3) 57, 58 

Fl. Stat. § 332.08(2)(a) 57, 58 

Other Authorities 

Aircraft Owners and Pilots Assoc. Members, v. City ofPompano Beach, 

FAA docket No. 16-04-01, 2005 61 

111 
Bisti Aviation, Inc. v. City of Farmington, NM, FAA Docket No. 16-07-01, 

2007 14,22 

Boca Airport, Inc. v. Boca Raton Airport Authority, FAA Docket No. 16-04-

02,2004 55 

Centennial Express Airlines v. Arapahoe County Public Airport Authority, 

FAA Docket No. 13-95-03, 1998 36 

Centennial Express Airlines, FAA Docket No. 16-98-05, 1998 14, 36 

City of Santa Monica, FAA Docket No. 16-02-08, 2009 6, 49, 65 

Contrast Jimsair Aviation Services, Inc. v. San Diego Regional Airport 

Authority, FAA Docket No. 16-06-08, 2007 14, 22, 23, 51 

In the Matter of Compliance with Federal Obligations by the City of Santa 

Monica, California, FAA Docket No. 16-02-08, 2008 65 

Jet I Ctr., Inc. v. Naples Airport Auth., FAA Docket No. 16-04-03 22, 52, 59 

Pacific Coast Flyers, Inc. v. County of San Diego, FAA Docket No. 16-04-

08,2005 29,47 

Santa Monica Airport Association v. City of Santa Monica, FAA Docket 16-

99-21,2003 48 

Sky dance Helicopters, Inc. v. Sedona Oak-Creek Airport Authority, FAA 

Docket No. 16-02-02, 2003 14, 24, 36 

Skydive Monroe, Inc. v. City of Monroe, FAA Docket No. 16-06-02, 2007 35, 42, 43 

Thermco Aviation, Inc. v. County of Los Angeles, FAA Docket No. 16-06-

07, 2007 7, 23, 24, 25 

U.S. Aerospace, Inc. v. Millington Mun. Airport Auth., FAA Docket No. 16-

98-06 23,52,59 

United States Construction Corp. v. City ofPompano Beach, FAA Docket 

No. 16-00-14,2002 14,24 

Wilson Air Center LLC v. Memphis and Shelby County Airport Auth., FAA 

Docket No. 16-99-10, 2001 20 

Regulations 

14C.F.R. § 16(f) 1 

IV 
14 C.F.R. § 16.1 56 

14C.F.R. § 16.23 50 

14 C.F.R. § 16.23(b) 60 

14 C.F.R. § 204.5, 204.6 19 
INTRODUCTION 

Pursuant to 14 C.F.R. § 16(f), Respondent City of Venice ("City") hereby files its 

Rebuttal to Complainant Venice Jet Center's ("VJC's") Reply in the above-captioned 

matter and respectfully requests that the Director dismiss VJC's Complaint for the reasons 

provided below and in the City's previous pleadings in this matter.' 

Complainant seeks an FAA order compelling the City to grant a blanket approval to 

an entity, VJC, totally controlled by the Receiver (Complainant Exhibit 1 (Order 

Reappointing Receiver)) to build hangars that the Receiver says VJC will not build while it 

is in Receivership. City Exhibit 3. The fatal flaw in VJC/Receiver's case, uncontradicted 

by any documents submitted with its Complaint or Reply, is that there is currently no entity 

that says it will build the facilities and has demonstrated the financial wherewithal to do so. 

Nor has any entity presented the City with a plan for construction of hangars on the VJC 

site that is consistent with the airport's FAA-approved ALP. 

Contrary to Complainant's assertions, no federal obligation compels the City of 

Venice to give its approval based on representations that as-yet undetermined new owners 

may come in and build the facilities. Further, no federal aviation interest would be served 

by forcing the Airport to approve development of hangars merely so that an entity created 

out of illegally obtained funds may be sold at a higher price, with the proceeds of the sale 

to be taken off airport. Finally, as demonstrated by the City's Memorandum in Support, 

' VJC filed its Complainant Venice Jet Center LLC's Reply to City of Venice's Answer, Affirmative 

Defenses, and Motion to Dismiss on September 30, 2009. On October 7, 2009, the FAA granted the City's 

unopposed motion for an extension of time until October 28, 2009, to file its Rebuttal. 

^ As in the Respondent City of Venice, Florida's Memorandum of Points and Authorities in Support of its 

Answer and its Motion to Dismiss ("Memorandum in Support"), we distinguish between VJC under Mr. 

Nadel's control ("VJC/Nadel") and subsequently, under the Receiver's control ("VJC/Receiver"). 
the construction of hangars at the site is inconsistent with the Airport's FAA-approved 

ALP. 

VJC/Receiver wants the Director to ignore the fundamental facts and circumstances 

of this case, calling them "unrelated to VJC's request for permission to build hangars," 

(Complainant Venice Jet Center, LLC's Reply to City of Venice's Answer, Affirmative 

Defenses, and Motion to Dismiss ("Reply") at 28) because they are so devastating to its 

case. But Complainant cannot expect either the City or the FAA to pretend that this case is 

like any other dispute between an airport sponsor and an airport tenant over the use of 

airport property. It is not. Nothing in the grant assurances or federal statutes requires the 

City to ignore the unstable and unsavory circumstances surrounding VJC and the request to 

construct hangars, a request that has nothing to do with a desire to provide aeronautical 

services to the public and very much to do with selling the entity for the highest possible 

price, with the proceeds to be used for non-airport purposes. 

VJC/Receiver claims that VJC is a legal entity in its own right, with legal rights of 

its own (Reply at 6-7), yet when responding to assertions that this supposedly independent 

entity has not demonstrated financial ability to build the hangars. Complainant cites to the 

fact that "VJC, as part of a receivership estate" (including all entities placed in the 

receivership, not just VJC) has "$3.3 million in cash or cash equivalents and over a dozen 

real property holdings."^ Reply at 18. Complainant even takes exception to an uncited 

' VJC/Receiver states that since the time the Receiver submitted a copy of report to the City, the cash on hand 

of the Receivership "has increased" to $3.3 million. Reply at 18. When the Receiver submitted that report to 

the City Attorney, he claimed in a letter that the Receivership had $4 million in cash. City Exhibit 3 at 1. 

VJC/Receiver in its Reply does not explain how a change fi-om $4 million to $3.3 million constitutes an 

increase. Nor did VJC/Receiver dispute the City's assertion that the report that accompanied the Receiver's 

letter did not support the Receiver's contention. City Memorandum in Support at 46-47. Instead, the 

Receiver's Second Interim Report indicated that the entire Receivership had cash on hand of approximately 

$1.56 million. Apparently VJC/Receiver concedes this point, which demonstrates why it is prudent to view 
(and unmade) supposed claim by the City that the Receivership funds are segregated 

(Reply at 18-19); in so doing, VJC/Receiver appears to be saying that any Receivership 

funds from any source may be used to fund development on the VJC site. This contradicts 

Complainant's insistence that VJC is a separate legal entity that must be evaluated 

independently of its status in Receivership. 

Moreover, VJC/Receiver concedes that the Receiver cannot spend Receivership 

funds on the hangars without a court order. Id. at 18-19. VJC/Receiver provides no 

evidence that the court has issued such an order - or even that the Receiver has applied for 

one. Although VJC/Receiver may hope the court is poised to approve such a request by the 

Receiver, it is certainly reasonable for the City, and the FAA, to view any such claim with 

skepticism, in light of the fact that (1) the Receiver has been appointed to marshal all of the 

assets related to the $350 million stolen by Mr. Nadel (founder, owner, and former 

managing member of VJC); (2) to date, the Receiver has recouped only a net of $3.3 

million and ten properties (which may or may not be mortgaged, as is VJC's airport 

property^); and (3) the cost of the hangars would be $1-1.5 million, or roughly one-third to 

one-half of the total cash on hand in the Receivership after nine months of diligent effort by 

the Receiver. 

with skepticism any assertions by the Receiver as to how much cash is on hand and available for the hangar 

construction. 

* Instead, the City simply stated that the mere fact that the Receiver had recovered some of the Nadel fraud 

assets did not mean that those assets were available to be spent on the construction of hangars on the VJC 

site, in light of the court mandate that the Receiver marshal assets for a fund for the victims of the Nadel 

fraud. City Memorandum in Support at 47. The correctness of the City's assertion is demonstrated by 

VJC/Receiver's acknowledgement that the Receiver would have to obtain a court order permitting such use of 

the Receivership funds. Reply at 18-19. 

' VJC's property carries a mortgage of approximately $1.96 million. City Exhibit 16 at p. 22-23. 
VJC/Receiver also claims that there are multiple potential buyers of VJC, all of 

whom are interested in building the four box hangars as last proposed by VJC/Nadel. 

Reply at p. 6, n. 5 and p. 19. Complainant has not, in this proceeding or in any direct 

communications with the City, identified any of the potential buyers, much less supplied 

information as to their financial capability to build the hangars, despite repeated requests 

by the City for this information. See City Exhibit 11 at p. 4, (Excerpt from February 10, 

2009 City Council Regular Meeting), p. 11-12 (Excerpt from March 10, 2009 City Council 

Regular Meeting) and 21-22 (Excerpt from June 9, 2009 Regular Meeting). Thus, the 

record is devoid of any evidence that m\y buyer would build the hangars, even if, contrary 

to the facts, they were consistent with the ALP, or that any buyer would prefer to pay a 

premium to VJC/Receiver for the privilege of building the hangars. 

ARGUMENT 

I. The Allegations and Arguments Set Forth in the Introduction to 

Complainant's Reply Are Unfounded and Irrelevant to This 

Proceeding. 

Complainant asserts that its discourse and filings with respect to Florida Sunshine 

Act issues and individual City Council Members' neighborhoods and campaign platforms 

are relevant to this proceeding (Reply at 2), but that the circumstances relating to VJC's 

founding and funding, the evolving plans for development of the VJC leasehold, and the 

past ownership and control of VJC are of no significance to VJC/Receiver's claims that the 

VJC has been treated unfairly by the City. Id. However, as pointed out by the City, and 

conceded by Complainant (Reply at 6), FAA is concerned with the current compliance of 

the airport sponsor, the City of Venice, with its federal obligations. Thus, VJC/Receiver's 

assertion that the City did not know last year that VJC was funded with stolen funds by 
VJC's founder and managing member (Reply at 8), is beside the point. The simple fact is 

that VJC did not demonstrate financial ability to carry out the project either under Mr. 

Nadel or under the Receiver. And the City now knows that VJC/Nadel could not have 

honestly demonstrated that it had legitimate financial resources to carry out the project, 

regardless of any representations Mr. Nadel may have made on behalf of the company. 

The Reply begins by asserting that the City has attempted "to abrogate the VJC's 

property rights." Reply at 2. However, Part 16 is not the proper forum to adjudicate 

property rights. The false assertions that the City "has repeatedly engaged in 

discriminatory and anti-competitive behavior" (id.), are addressed specifically, in sections 

V.B. and VII.B. Complainant also claims that "the City has violated federal law and 

regulations" by refiising to allow VJC to build hangars at the Airport, but fails to cite any 

such regulations. Id. 

The Reply also claims that "as the FAA's staff has already observed, the City has 

engaged in an on-going pattern of conduct which violates its federal obligations in order to 

reach its goal," which is supposedly "to prevent expansion of the Airport - and to actually 

constrict its activities." Id. However, VJC Receiver provides no evidence of this alleged 

City goal - only the statements of one Council Member in particular. Moreover, even if 

true, any "observation" by FAA staff outside of a fully briefed Part 16 proceeding cannot 

govern the outcome of this proceeding. And, as pointed out in the City's Memorandum of 

Points and Authorities in Support of its Answer, Affirmative Defenses, and Motion to 

Dismiss ("Memorandum in Support") at p. 18-20, the FAA ADO official referred to by 

VJC/Receiver was operating under mistaken assumptions (because of the willfiil 
malfeasance and cover-up by VJC's owner, founder, and managing member) that were 

material to the preliminary guidance provided on the matter. 

The Reply's list of past alleged actions of the City (Reply at 2-3), even if they were 

true, do not demonstrate any grant assurance compliance violations. Abolishing the 

Airport Advisory Board was clearly within the City Council's prerogative. It is within the 

Council's authority to determine that it will receive input directly from interested parties 

such as VJC, other Airport tenants and users, and the community, rather than having this 

input filtered through an Advisory Board. Simply put, there is no federal obligation to keep 

an airport advisory board in existence, and many airport sponsors do not utilize such a 

board. The City disputes the Complainant's characterization of the reasons for disbanding 

the Advisory board, but this issue need not be discussed here.^ 

Moreover, the Sunshine Act case against the City is not relevant to this proceeding 

and in any event the resolution of that case certainly does not indicate any willfiil 

destruction of public records or use of liaisons or private communications to slow airport 

development, as alleged by Complainant (Reply at pp. 3, 7, n. 7). See City Exhibit A 

(Stipulation in Settlement of Sunshine Act lawsuit). Finally, whether the City Council, or, 

more accurately, certain individual members, explore whether a particular runway is more 

appropriately classified as B-II or C-IL so as to ensure that it complies with applicable 

FAA safety requirements, raises no compliance issues.^ Contrary to the implication in the 

* The City has already refuted the assertion that the City seeks to reduce the functionality of the Airport as 

asserted in Reply at p. 3, n. 3. See City Memorandum in Support at 22-23. 

^ Contrary to VJC/Receiver's allegation (Reply p.3, n.3), the City Council has not sought, and has not taken, 

action to downgrade the Airport's ARC designation. Moreover, changing such designation would not "limit 

the types of aircraft serviced." Id. In fact, FA^^ has held to the contrary in a case cited by VJC/Receiver for 

other purposes. In re City of Santa Monica, F/iA Docket No. 16-02-08, 2009 WL 2152086 (Final Decision 

and Order, July 8, 2009). 
Reply, recipients of AIP fiands are under no federal obligation to encourage larger jet 

traffic. The City has not developed an alternative ALP consistent with a B-II designation, 

although certain segments of the citizenry have advocated for this. Complainant's Exhibit 

9, cited by Complainant, does not support this assertion. 

Complainant lists a series of purported actions by the City that have no bearing on 

the initial issues raised in the Complaint, and seeks to inject an additional issue into this 

proceeding. The cost-free municipal use of airport property for non-aeronautical purposes 

(Reply at 3) is an issue that FAA has already investigated, as tacitly acknowledged in the 

Reply, since it includes an FAA letter on the subject as an exhibit. While the City is 

working independently with the FAA to resolve this issue, it is clear that it has no bearing 

on the VJC hangar issue, since the areas allegedly used for non-aeronautical purposes are 

far removed firom the VJC cite and have no impact on that site. Reply Ex. 1. See Thermco 

Aviation, Inc. v. County of Los Angeles, FAA Docket No. 16-06-07, 2007 WL 1893821 

(Director's Determination, June 21, 2007) aff'd. Final Decision and Order Dec. 17, 2007.^ 

As for the allegation that the City has allowed the majority of the Airport's runways 

and taxi ways to remain in poor condition, the Reply cites a 1998 report included in the 

2000 Master Plan (Reply Exhibit 2), which does not reflect the fact that in 2006, the City 

completed a major reconstruction of Runway 13-31. This runway is capable of handling all 

aircraft that serve the Airport, as discussed more fiilly below, at Section VII.E. 

* "Thermco has failed to show that it does not enjoy a long-term hangar lease at the Airport because of the 

City's past land-use practices. ... Finally, Thermco fails to show it was denied a lease in favor of a nonaeronautical use. Consequently, the Director correctly exercised his discretion, determining that Thermco had 

not shown that it was directly and substantially affected by the City's failure to use Airport property for 

strictly aviation uses." Final Agency Decision at 25. 
Complainant asserts that the City refused approximately $5 million in federal 

fiinding that FAA previously allocated to repair Runway 4-22, but ignores the fact that the 

City and FAA agreed to reconstruct Runway 13-31 instead, because this could be 

accomplished more swiftly than a reconstruction of Runway 4-22. Conformity to changes 

in FAA's runway safety standards (a prerequisite for AIP funding) could readily be 

accomplished with Runway 13-31, but there are issues that must still be worked out with 

respect to Runway 4-22. See Section VILE., below. 

Finally, VJC/Receiver asserts that the City seeks "approval of a Comprehensive 

Plan that would develop Airport land in the Southern Gateway corridor for nonaeronautical and non-revenue producing purposes without FAA approval." Reply at 3. 

First, there is no evidence that the City sought to implement any such plan without FAA 

approval. The mere fact that the City may have sought other necessary approvals prior to 

seeking FAA approval is no compliance infraction. In fact, this is similar to the process 

that VJC/Nadel followed in seeking approval for the hangar construction firom the 

Southwest Florida Water Management District prior to seeking approval fi-om the City. 

Reply at 10. Seeking one necessary approval from an oversight body prior to obtaining a 

necessary approval firom another body does not raise compliance concerns. Implementing 

a project without securing all necessar/ approvals would raise compliance concerns, but 

that is not the case with respect to the Southern Gateway proposal. 

The Reply then lists elements that it characterizes as City "delay tactics" to prevent 

VJC from building the hangars. First, the Complainant asserts that the City denied "VJC's 

request to construct 4 box hangars in July 2008 even though the proposed construction 

complied with all applicable planning amd building code provisions and met all Minimum 
Standards for the Venice Municipal Airport and Fixed Based Operations (the 'minimum 

standards')." The record contains no evidence that VJC/Nadel made any such request at 

that time. Moreover, the project did not meet all minimum standards, as there was no 

demonstration of financial viability or compliance with other standards, discussed, below at 

Section V. See also City's Memorandum in Support at 41-45. 

Complainant asserts that the City denied the request to build hangars in August 

2008 and required VJC to submit a concept plan "even though the VJC had not previously 

been required to produce a concept plan when it built its first hangars on the leasehold." 

Reply at 4. In fact, the City did not turn down the project until March 2009. Moreover, the 

hangars that VJC first built on its leasehold fulfilled a requirement in the lease imposed by 

the City that VJC tear down and reconstruct existing hangars. Complainant Exhibit 3 

(VJC's Lease). There would be no reason for the City to approve a concept plan of a 

project that it required VJC to undertake to replace dilapidated hangars on the site. 

Contrary to VJC's assertion, the City did not misrepresent to the FAA in September 

2008 that VJC's request was denied because it made no formal request to build the hangars. 

Evidence in the record indicates that VJC applied for building permits in November 2008. 

City Exhibit 10. 

Contrary to VJC's assertion, "seeking legal advice as to whether the City could 

terminate the VJC's lease" (Reply at 4) was not a delaying tactic. As discussed in the 

City's Memorandum in Support at 21, it was reasonable and prudent for the City to 

investigate whether VJC's being forced into receivership was an event of default under the 

lease. 
While an official at the FAA's ADO did encourage approval of the hangar project 

(Reply at 4), this was done in ignorance of the facts related to VJC's receipt of stolen funds 

and its inability to demonstrate that it could fiand the project without relying on stolen 

funds, either directly or indirectly. One of the ADO letters referenced in the Reply relating 

to the ALP issue also appeared to be contrary to FAA's published written guidance on not 

allowing development inconsistent with an approved ALP. 

While counsel may like to believe that a client must always follow counsel's 

advice, clients always have the ultimate decision as to the course of action they take. 

Exercising that prerogative is not a "delaying tactic" as Complainant asserts. Id. 

Moreover, as discussed in the City's Memorandum in Support at 16-18, the December 

2008 Kaplan Kirsch & Rockwell LLP memorandum was based on several erroneous 

factual assumptions. Finally, the City Council did follow the memorandum's advice that if 

the approved ALP depicted future development on the site incompatible with the proposed 

hangars, the City would have a basis for denying approval for the hangars. Thus, 

Complainant simultaneously criticizes the City for "ignoring" advice from outside counsel 

and for following that advice with respect to the ALP issue. Reply at 4. 

As for the City "ignoring the FAA's communication indicating that the ALP 

presented no such barrier to the project and again encouraging the City to approve 

construction," {id.), as noted above, this was one of the three FAA ADO letters 

Complainant already referenced, and the ADO's opinion appears to contradict published 

FAA guidance. See City Memorandum in Support at 18-20. 

Complainant includes three separate assertions that appear to relate to the same 

action taken by the City Council on March 10: "denying VJC's written request dated 

10 
February 2009 to build the hangars," "denying VJC's written request dated February 25, 

2009 to build the hangars," and "formally denying the VJC's request on March 10, 2009 at 

a City Council meeting and contending the VJC's lease was void because the company is in 

receivership." Reply at 4-5. It is not clear why VJC/Receiver repeated this point. Nor is it 

clear why Complainant asserts that the City sought "yet another legal opinion to determine 

whether the City could terminate the VJC's lease because the company is in receivership." 

Id. at 5. The City sought one legal opinion on this issue, and the City has explained why it 

is perfectly reasonable to investigate whether the involuntary receivership was an event of 

default under the lease.^ City Memorandum in Support at 7-14, 21. 

Contrary to VJC/Receiver's assertion, the City did not ignore outside counsel's 

opinion that the lease remains valid, as the City has not taken any action to void the lease. 

Moreover, the outside counsel opinion also indicated that the City had a reasonable 

argument that the lease did not permit additional hangars. Complainant's Exhibit 19 at 3-8. 

Complainant finally asserts that the City has delayed by denying VJC's request on 

the basis that the Receiver did not demonstrate financial capability "despite the fact that: 

(1) VJC had not previously been required to demonstrate financial capability to build 

hangars; (2) no other Airport tenants who have built hangars have been required to show 

financial capability; and (3) the VJC has satisfied the financial capability requirement." Id. 

With respect to item (1), VJC's lease specifically required VJC to demolish existing 

dilapidated hangars on the leasehold and build a 10,000 foot hangar on the site within 5 

years of executing the lease (Complainant's Exhibit 3 at p. 25). Failure to do so would 

9 

VJC/Receiver contradicts itself by asserting that the City contended that VJC's lease was void and then 

stating that the City sought an opinion as to whether this was the case. 

11 
constitute a default under the lease {id. at p. 15^ 26), and the City could terminate the 

lease, among other remedies. Thus, the City was protected in case VJC did not fully carry 

out the prescribed hangar project, and did not need the additional protection of verifying 

the financial wherewithal of VJC to carry out the project. Moreover, once VJC went into 

Receivership, based on the Receiver's sworn statement to the Court that VJC's purchase of 

the assets of Triple Diamond was funded completely with stolen funds and VJC had 

accepted at least $325,000 in additional stolen funds - and likely more, which had not been 

tracked down by the Receiver as of the date of the filing (City Exhibit 2 at p. 7-8) - this 

raised legitimate questions as to the financial resources available to VJC to build the 

hangars. Thus, it was perfectly reasonable for the City to inquire as to VJC/Receiver's 

financial resources to complete the project. 

With respect to Item (2), Complainant provides no evidence that any other tenant 

had been forced into receivership (or was capitalized with stolen funds), which justifies 

treating VJC/Receiver differently from other tenants seeking approval to fund projects. 

As for Item (3), VJC/Receiver clearly has not satisfied the financial capability 

requirement under any reasonable standard. The Receiver has simply made flat assertions 

as to the total cash or cash equivalents on hand in the entire Receivership (City Exhibit 3 at 

p. 1), which assertions were unsupported by the Receiver's Reports to the Court {id. at p 1-

2 of 2 (table attached to the Receiver's Second Interim Report)) and are contradicted by the 

assertions made in the Reply (Reply at 18-19). It would be irresponsible for the City to 

rely on the assertions made by the Receiver under these circumstances, and these assertions 

do not satisfy the financial viability requirement. Moreover, the Reply also acknowledged 

that the Receiver would have to obtain court approval to spend Receivership assets on the 

12 
hangar project {id.), and the Complainant provides no evidence that such approval has been 

obtained - or even sought. 

Complainant concludes Section I of its Reply by claiming that "the City is 

subjecting the VJC to unreasonable and discriminatory standards, denying it reasonable 

access to the public Airport to improve its leasehold, and preventing development that is 

necessary to meet aeronautical demand, all in fiirtherance of the City's goal to prevent 

expansion and to actually constrict aeronautical activity at the Airport." This assertion is 

unsupported and absurd. 

VJC/Receiver points to no standard that is "unreasonable." Rather, VJC/Receiver 

asserts that it is unreasonable to require it to provide evidence of financial capability to 

carry out the project, despite the fact that this is a common requirement at airports and the 

Acting Associate Administrator has specifically acknowledged that this is the City's 

prerogative with respect to this matter. City Exhibit 4 (C. Lang letter to Sen. Martinez.). 

Moreover, applying this standard to VJC/Receiver but not to other entities, including 

VJC/Nadel with respect to reconstruction of hangars as required under its lease, is not 

"discriminatory," because no other entity that attempted to build facilities at the Airport 

was known to have been fianded with stolen funds and pushed into involuntary receivership 

at the time the projects were proposed or undertaken. 

Finally, VJC has not been denied reasonable access to the Airport - it is and has 

been functioning as an FBO at the Airfjort since it signed its lease in 2006. See 

Complainant's Exhibit 3 (VJC's Lease); City Exhibit 3 (Receiver's Second Interim Report) 

at p. 20-21; and City Exhibit 16 (Receiver's Third Interim Report) at p. 21. Attempting to 

characterize VJC's circumstances as denial of access to the Airport is contrary to FAA 

13 
precedent. Contrast Jimsair Aviation Services, Inc. v. San Diego Regional Airport 

Authority, FAA Docket No. 16-06-08, at 21, 24, 2007 WL 2405821 (Director's 

Determination, Apr. 12, 2007), and Bisti Aviation, Inc. v. City of Farmington, NM, FAA 

Docket No. 16-07-01, at 16 (Director's Determination, Dec. 4, 2007) (complainant 

operated at the airport and was not denied access) with United States Construction Corp. v. 

City ofPompano Beach, FAA Docket No. 16-00-14, 2002 WL 1821882 (Final Decision 

and Order, July 10, 2002), Skydance Helicopters, Inc. v. Sedona Oak-Creek Airport 

Authority, FAA Docket No. 16-02-02, 2003 WL 1524500 (Director's Determination, Mar. 

7, 2003), and Centennial Express Airlines, FAA Docket No. 16-98-05, 1998 WL 1083382 

(Director's Determination, Aug. 21, 1998) (denial of access to the airport because 

complainant was not allowed to operate at the airport). 

In addition. Complainant has provided no evidence of a "City goal" to "prevent 

expansion and actually constrict aeronautical activity at the airport." Id. At most, it has 

pointed to statements by one or more individual council members, which have no legal 

significance. 

II. The Assertion that VJC is the True Party at Interest is Unsupported by 

the Evidence in this Proceeding 

Complainant distorts the City's arguments and misapplies the law in asserting that 

VJC is the real party in interest and that any discussions of the total control of VJC/Nadel 

by Mr. Nadel and then VJC/Receiver by the Receiver is irrelevant. Complainant is simply 

wrong. 

Although the VJC/Receiver asserts, without citation, that the City claimed that VJC 

was "Nadel's 'alter ego'" (Reply at 7), but that VJC was not actually Mr. Nadel's alter ego, 

VJC/Receiver's position appears to contradict the statements the Receiver himself made to 

14 
the Court in support of the expansion of his Receivership to include VJC. The Receiver 

asserted that: 

20. According to documentation retrieved from the Office, on 

August 8, 2005, Mr. Nadel entered into an Asset Purchase Agreement to 

purchase a fixed base operation known as "Triple Diamond Jet Center," 

which operated in the Venice Airport in Venice Florida (a copy of the 

Asset Purchase Agreement is attached hereto as [City Exhibit B] 

21. Under the terms of the Asset Purchase Agreement, Mr. 

Nadel agreed to pay $2,795,000.00, including $2,695,000.00 payable at 

closing,... See [City Exhibit B] at Tn|1.41, 1.8. Further, the Asset 

Purchase Agreement contemplated that Mr. Nadel would assign his 

interest to the purchased assets (which was a 100% interest) to an LLC. 

SeeId\A.\. 

22. The documentation reveals that VJC was formed in April 

2006, and in the same month the Triple Diamond Jet Center was 

purchased with a transfer of money on July 8, 2006, from Scoop Capital 

[one of the investment firms through which Mr. Nadel perpetrated his 

illegal scheme] for $2,793,587.12. The ledger for the Scoop Capital 

account from which the transfer occurred identified the purpose of the 

transfer as "for VJC Closing." Thus, despite the possible co-ownership of 

VJC by Mr. Nadel and his wife,"' the assets held by VJC were purchased 

with money from Scoop Capital (and thus, Mr. Nadel's scheme). 

23. Further, according to documents located in the Office, since 

the formation of VJC and its acquisition of assets as discussed above. 

Scoop Capital has made at least the following transfers of money to VJC 

(it is likely that significantly more money was transferred to VJC from 

Receivership Entities, and we continue to look for evidence of additional 

transfers): 

Date 

06/11/06 

06/28/06 

10/24/06 

12/12/06 

Payee 

VJC 

VJC 

VJC 

VJC 

TOTAL: 

Amount 

$100,000 

100,000 

75,000 

50,000 

$325,000.00 

'" See City Exhibit C (Articles of Organization of Venice Jet Center). In response to inquiries from the City 

Council at its January 13, 2009 meeting, one of VJC/Nadel's lawyers asserted that "the ownership [of VJC] is 

Art Nadel and his wife Peggy." City Exhibit D (Excerpt of Venice City Council Meeting, January 13, 2009). 

15 
City Exhibit 2 (Receiver's Declaration in Support of the Unopposed Motion to 

Expand the Scope of the Receivership), at p. 7-8. 

Thus, VJC owes its very existence to the decision by Mr. Nadel to use stolen funds 

to purchase the previous FBO - pursuant to an agreement Mr. Nadel reached with the FBO 

at least 8 months prior to the establishment of VJC." Moreover, there were additional 

transfers of at least $325,000, and "it is likely that significantly more money was 

transferred to VJC from Receivership Entities." Id. 

This is not a case of an ongoing enterprise in which Mr. Nadel just happened to 

invest stolen funds, and the company had no idea they were stolen, in which case it would 

not be appropriate to place the company into receivership. Instead, VJC is a company that 

Mr. Nadel set up in order to house the assets of an FBO that Mr. Nadel agreed to buy long 

before VJC was established. VJC was a vehicle used by Mr. Nadel to park assets he 

acquired with stolen fijnds. Contrary to the Complainant's assertion (Reply at 7), VJC did 

not lose any rights as a result of Mr. Nadel's action - VJC would not have existed or had 

any rights but for Mr. Nadel's action. 

VJC/Receiver asserts that VJC was not used by Mr. Nadel to perpetrate his 

fraudulent investment scheme. Reply at p. 5, n. 4. However, the fact that the assets 

transferred to VJC were purchased solely with illegally obtained funds, and that additional 

illegally obtained funds were pumped into it, means that VJC owes its very existence, and 

perhaps its continuing viability, to the illegally obtained funds. If VJC has received 

additional infusions of illegally obtained cash, as the Receiver has asserted (City Exhibit 2 

at 7-8), this certainly raises legitimate questions as to whether VJC was, in fact, making 

" The precise timing is difficult to ascertain, because the Receiver's Declaration states that "VJC was formed 

in April 2006, and in the same month the Triple Diamond Jet Center was purchased with a transfer of money 

on July 8, 2006 ... " Obviously, July is not "the same month" as April. 

16 
money as an ongoing FBO enterprise. If it was making money, it is unclear why additional 

illegal cash would have been plowed into it, unless VJC were used to launder the illegally 

obtained funds, which would make it part of the criminal enterprise. Indeed, the fact that 

the Receiver intends to place all of the net proceeds of the sale of VJC into a fiind for the 

benefit of Mr. Nadel's victims certainly raises questions as to the legitimacy of VJC's 

actions and operations. 

The assertion that VJC had adhered to highest ethical standards (Reply at 7-8) is 

belied by the fact that the founder, owner, and controlling manager of VJC accepted funds 

on behalf of VJC that he knew were stolen. City Exhibit 2 at p. 8. This is not a case of a 

rogue employee conducting illegal activity without the company's knowledge. VJC would 

not have come into existence but for stolen funds, and it is not clear that VJC made money 

on its own without the repeated infusion of stolen funds that the Receiver has already 

uncovered and the far greater cash infusions he has asserted he may uncover. Id. 

VJC/Receiver asserts, without providing any supporting evidence, that the Receiver 

has communicated to the City on multiple occasions that all potential buyers have stated 

that "approval of the hangars and the ability to build the hangars are material to their 

determination whether to purchase it." Reply at p.6, n.5. In fact, the Receiver has refused 

all City requests for information about the potential purchasers. And, even if true, 

VJC/Receiver's assertion proves the City's point - that some other entity, rather than VJC 

as currently constituted, may build the hangars. VJC apparently cannot provide evidence 

that it currently has the financial resources to do so. Frankly, in light of his dissembling 

contentions, the City has no reason to accept at face value any assertions made by the 

Receiver. 

17 
Complainant also asserts that "the City has made no showing whatsoever that the 

construction of the hangars would not have been accomplished with 'clean' proceeds of the 

VJC's operations, rather than money from Mr. Nadel's unrelated investment scheme." 

(Reply at p. 8). Complainant misapprehends both the requirements of the minimum 

standards and the burden of proof in this proceeding. The City did not have, and does not 

have, an obligation to demonstrate that VJC could not have financed the construction with 

clean revenues. Rather, under the minimum standards, VJC must demonstrate to the City's 

satisfaction that it has the capability of financing the hangars. VJC has made no such 

showing. 

Despite the VJC/Receiver's oft-repeated assertions that it has demonstrated 

financial capability to build the hangars (Reply at 5, 12, 18-19), nothing in the record 

shows that it has provided any evidence that VJC has sufficient funds or financing 

capability to pay for the proposed hangar development. 

The fact that VJC has not missed rental payments does not demonstrate that it has 

the capability of funding the hangars, as Complainant argues. Reply at 8. Even if it did not 

use illegally obtained funds to meet those payments, the fact that an entity can pay its rent 

does not mean that it also has funds to finance significant new construction while 

continuing to pay the rent. And, as noted above, the fact that VJC received additional 

infusions of illegal funds raises questions as to its financial viability if it were forced to rely 

only on legitimate sources of income. Contrary to Complainant's assertions {id.), the City 

does not have the burden of showing that VJC's operations do not generate cash flow. 

And apparently even VJC/Receiver does not believe its own argument that VJC is 

an entity separate and apart from the Receivership. In its Reply, the Complainant relies on 

18 
funds from the entire Receivership, not just VJC, to assert that VJC has sufficient fiands on 

hand to construct the hangars. (Reply at 18-19).'^ Moreover, Complainant also concedes 

that the Receiver must obtain court permission before it could spend any of these funds on 

the hangar construction, which permission the Receiver has not yet obtained, or apparently 

sought.'^ 

With respect to this Part 16 proceeding, VJC has the burden of showing that the 

City has unjustly discriminated {See City Memorandum in Support at 15), as Complainant 

implicitly concedes. Reply at p. 2, n. 2.''' The City does not have the burden of showing 

that it did not do so. By failing to demonstrate that it has met the City's Minimum 

Standards or that the application of those standards to VJC/Receiver is unjustiy 

discriminatory. Complainant has failed to meet its burdens. 

Complainant concedes that the FAA is concerned with current compliance. Reply at 

p. 6. However, based on the Reply, Complainant does not appear to comprehend the 

significance of this FAA policy. VJC/Receiver somehow believes that VJC/Nadel had a 

'^ Complainant's contention that the City should blindly accept VJC as an ongoing enterprise, separate and 

apart from its unsavory inception, continual functioning as a repository for stolen funds, and involuntary 

receivership is undermined by the federal government's approach to reviewing the ownership and control of 

another segment of aeronautical user - the airlines. FAA and DOT do not regard a company to be the same 

entity, with a continuing right to fly passengers in air transportation, regardless of who controls the company. 

In fact DOT performs a fitness determination on the prospective owners when they are proposed, before they 

can take ownership and control of the airline - even though it is, in VJC/Receiver's view, the "same 

company" with continuing rights under the law. See 14 C.F.R. § 204.5, 204.6. 

" Although VJC/Receiver asserts that this Part 16 action is brought in the name of VJC, not the Receiver 

(Reply at 6), it was the Receiver, not VJC, who sought and obtained court approval to file this action. (City 

Exhibit 16 at p. 22). This is because the Receiver has assumed total control of VJC. Complainant's Exhibit 

1. That is, until it is sold, there is no VJC without the Receiver. The Receiver has also threatened the City 

with additional legal action based on his myopic view that any action taken by the City as landlord that does 

not pump up the value of VJC is an action detrimental to his Receivership contrary to the order of the Court. 

City Exhibit 3 at 1-2. This is hardly evidence that VJC is an entity wholly separate and apart fi-om the 

Receivership. 

''* Asserting that the City has the burden of proving its affumative defenses, thereby implicitly acknowledging 

that the Complainant bears the burden for the other issues in the case. 

19 
"righf to build the hangars in 2008 because the City "had no knowledge of Mr. Nadel's 

wrongdoing at the time VJC's request was originally made well over a year ago ... " and 

that this confers a right on VJC/Receiver to obtain permission to build such hangars now, 

through "the very same request that is still on the table now." Reply at 8. In essence, 

VJC/Receiver's position is that VJC duped the City fair and square, and once duped, the 

City is obligated to stay duped, even if incontrovertible facts casting doubt on VJC (Nadel 

and Receiver) subsequently come to light. Obviously there is no legal support for this 

position. 

However, because the FAA is concerned with current compliance, the facts that the 

City has established in this proceeding (many through the Receiver's own sworn 

statements) are relevant to the question of whether or not the City's current reflisal to grant 

VJC/Receiver the right to build the hangars on the VJC leasehold'^ presents a compliance 

issue when: 

1) The Receiver has stated that he does not intend for VJC to build the hangars 

while he is controlling it; 

2) He does not know or has refused to identify the entity that will control VJC 

and actually build the hangars; 

3) At no time has VJC, under the control of Mr. Nadel or the Receiver, 

demonstrated financial capability to build the hangars; 

4) The purchase of VJC's initial assets was fully funded with stolen money, a 

fact known to VJC's founder, owner, and controlling managing member; 

5) At least $325,000 in additional stolen funds were funneled into VJC, and 

likely substantially more; 

15 See City Memorandum in Support at 14-15, discussing FAA cases, such as Wilson Air Center LLC v. 

Memphis and Shelby County Airport Auth., FAA Docket No. 16-99-10 (Final Decision and Order, Aug. 30, 

2001) (holding that past violations are irrelevant to assessment of current compliance with grant assurances). 

20 
6) All of the net proceeds from the proposed sale of VJC will be put into a fund 

for victims of the Nadel scam - which belies any claim that there are funds 

other than stolen funds invested in the company; 

7) There will be no benefit to aeronautical users from granting a "blind" right 

to build the hangars now, before any new owners of VJC are identified, who 

may seek to build hangars, or may change the Nadel plans, when they take 

control of the company; and 

8) The FAA-approved ALP depicts incompatible future development on the 

site. 

III. VJC/Receiver Laclcs Standing to Bring Its Claim 

As the City asserted in its Affirmative Defenses, VJC/Receiver lacks standing to 

pursue this Part 16 matter. It cannot show that it has been harmed by the City's alleged 

misconduct, since it has made clear that it does not intend to build the hangars.'^ City 

Memorandum in Support at 54. Thus, Complainant is not directly harmed by the City's 

refusal to approve the hangar project under the current circumstances. Complainant's 

attempts to conjure up an injury to itself only serve to underscore its lack of standing. 

Complainant asserts that "VJC has been directly and substantially affected by the 

City's infractions in that it has paid and continues to pay rent and other expenses to the 

Airport..." As pointed out in the City's Memorandum in Support, payment of rent 

confers standing only for an allegation of revenue diversion, which has not been made here. 

City Memorandum in Support at 55, n. 11. 

'* In fact, following VJC/Receiver's argument that it is VJC, not the Receiver, that filed this Part 16 

complaint and that VJC is a continuing entity separate and apart from the Receiver, it is clear that it is only 

the Receivership, and not any VJC entity that continues after it is sold by the Receiver, that is potentially 

harmed by the City's actions. Receiver's theory is that failure to obtain fi-om the City at present, a blanket 

approval for hangar construction will induce buyers of VJC not to pay a premium to the Receiver, who seeks 

to take that that premium (along with all other proceeds of the sale of VJC) off airport, leaving the continuing 

VJC entity with less resources available for aeronautical development or service. Thus, in the absence of an 

approval by the City at this time, the VJC buyer would have more money available to put into the VJC 

enterprise. This is not a harm to VJC. In contrast, under VJC/Receiver's preferred approach, the 

Receivership would be enriched, to the detriment of the continuing VJC enterprise. 

21 
VJC/Receiver further asserts that VJC has been "denied reasonable access to a 

public-use airport for the purpose of improving its leasehold and providing aeronautical 

services to the public." Reply at 9. Of course VJC has not been denied access to the 

Airport, as evidenced by the fact that it continues to operate its business at the Airport and 

continues to pay rent. VJC/Receiver in fact operates an ongoing FBO, and even has 

constructed other hangars on its leasehold. See Jimsair Aviation Services, Inc. v. San 

Diego Regional Airport Authority, FAA Docket No. 16-06-08, at 21, 24 and Bisti Aviation, 

Inc. V. City of Farmington, NM, FAA Docket No. 16-07-01, at 16. 

VJC/Receiver then claims that it was "subjected to unreasonable and discriminatory 

standards." Even assuming that this assertion is true - which it is not - it is insufficient by 

itself to confer standing. A general claim of discrimination does not demonstrate any 

injury. As discussed above, VJC/Receiver has not been harmed by any alleged 

discrimination. 

Finally, Complainant claims that VJC has been "negatively affected and devalued 

by the City's anticompetitive and monopolistic activities designed to impede the Airport's 

growth." Reply at 9. As developed more fully below. Part 16 is not intended to address 

allegedly anti-competitive and monopolistic activities - with the exception of granting 

exclusive rights to any entity to provide aeronautical services. But here, VJC/Receiver has 

not identified any entity that has allegedly been granted an exclusive right to provide 

aeronautical services at the expense of VJC.'^ Grant Assurance 23, Exclusive Rights, 

'^CityExhibit 16atp. 20. 

'* VJC/Receiver's allegations that the City has sought to monopolize the provision of aeronautical services 

does not state a claim under Part 16, given the FAA's well-established policy that airport sponsors may 

exercise, but not grant, an exclusive right to provide aeronautical services. See City Memorandum in Support 

at 51, citing FAA Advisory Circular 150/5190-6 section 1.3(b)(1) and Jet I Ctr., Inc. v. Naples Airport Auth., 

FAA Docket No. 16-04-03, at 16-18, 2005 WL 389218 (Director's Determination, Jan. 4, 2005). See also 

22 
prohibits the airport sponsor from granting one tenant a right to operate on the airport while 

excluding other aeronautical tenants from operating on the airport in the same manner. 

Complainant argues that it has been trying to expand its operations to meet unmet general 

aviation demand. This statement is not sufficient to demonstrate that one aeronautical 

tenant - or a group of aeronautical tenants - has been granted an exclusive right on the 

Airport that Complainant intends to provide. Jimsair Aviation Services, FAA Docket No. 

16-06-08, at 21, 24. 

At most. Complainant seems to suggest that without the City's approval of the 

hangars, VJC/Receiver's ability to attract new owners/investors has been impaired. But 

this is not a cognizable claim under Part 16, and VJC/Receiver has presented no evidence 

whatsoever to substantiate it. There is no market valuation evidence in the record 

indicating that approval of the hangars would have any effect on the value of VJC, or that 

any potential buyer has made an offer contingent on City approval. In short, VJC/Receiver 

is not the real party in interest regarding the hangars because the hangar project will be 

built, owned and operated, if at all, by some other, as yet unknown, new owners of VJC. 

Thermco Aviation, Inc., cited by Complainant, demonstrates why Complainant 

lacks standing. Thermco stands for the proposition that the complainant must suffer direct 

and substantial harm related to the alleged noncompliance by the airport sponsor. Thermco 

Aviation, Inc., FAA Docket No. 16-06-07, Director's Determination at 27-28; Final 

Decision and Order at 24-26. With respect to the allegations concerning Grant Assurance 

U.S. Aerospace, Inc. v. Millington Mun. Airport Auth., FAA Docket No. 16-98-06, at 23, 1998 WL 1083384 

(Director's Determination, Oct. 15, 1998) ("[T]he owner of a public use airport may elect to provide any or 

all of the aeronautical services needed by the public at the airport. In fact, the statutory prohibition against 

exclusive rights does not apply to these owners and they may exercise but not grant the exclusive right to 

conduct any aeronautical activity."). 

23 
1,5,' 19, and 23, VJC/Receiver's pleadings have not established standing under this 

standard. 

In Thermco, as here (Reply at 3), the complainant claimed that the sponsor had 

engaged in nonaeronautical uses of airport land, and in Thermco, this was found to be true. 

Director's Determination at 28. But the complainant's real concern was losing its hangar 

space as a result of airport plans to demolish the hangar (and not give the complainant 

replacement space). The FAA held that Thermco lacked standing to challenge the nonaeronautical use of land because loss of its hangar was not related to the airport's history of 

leasing land for non-aeronautical purposes: 

Thermco has failed to show that it does not enjoy a long-term 

hangar lease at the Airport because of the City's past landuse practices. ... Finally, Thermco fails to show it was 

denied a lease in favor of a non-aeronautical use. 

Consequently, the Director correctly exercised his discretion, 

determining that Thermco had not shown that it was directly 

and substantially affected by the City's failure to use Airport 

property for strictly aviation uses. 

Final Agency Decision 25. 

In addition to misstating the rule of Thermco, VJC cites two other cases. United 

States Construction Corp., FAA Docket No. 16-00-14, and Skydance Helicopters, Inc., 

FAA Docket No. 16-02-02 in support of its argument that it has standing in this matter. 

Neither of those cases is applicable here, however, and neither stand for the proposition 

that harm suffered need not be caused by or related to the alleged grant assurance violation. 

In both cases, the FAA held that denial of reasonable access to the airport for the purpose 

Complainant appears to have abandoned its claim with respect to Assurance 5, as it made no response to 

the City's Motion to Dismiss and Memorandum in Support with respect to that claim. 

24 
of providing aeronautical services to the public was sufficient to confer standing on the 

complainants.'^*^ Here, VJC/Receiver has not been denied access to the airport. 

VJC/Receiver's complaint is that VJC has been denied a permit to build hangars 

that, by the Receiver's own admission, he does not intend to build while VJC is in 

Receivership. City Exhibit 3 (Receiver letter. Complaint at ^ 59-60). Under the rule of 

Thermco, as well as FAA's concern with current compliance, this alleged harm does not 

confer standing upon VJC to bring a Part 16 matter on behalf of some unknown party who 

may want to build hangars in the future. 

IV. VJC's Claim Is Not Ripe For Adjudication Because There is No 

Proposal Currently Before the City From an Entity Seeking to 

Construct the Hangars 

Despite the claims of VJC/Receiver (Reply at 10), the various iterations of the 

proposed hangar project - from the prior leaseholder of the site through the various 

proposals by VJC - are relevant to the ripeness issue. The various changes show that, until 

there is an entity before the City that says that it will build a specific hangar project, the 

case is not ripe. Moreover, VJC/Receiver acknowledges the FAA's oft-proclaimed 

position that it is concerned with current compliance of an airport sponsor. Reply at 6. 

Since the Receiver has disavowed any interest in building the hangars, and the new owner 

of VJC has not yet been identified, there is no proposal currentiy before the City by an 

entity that says it will build the hangar project as presented by VJC/Receiver. Therefore, 

this case should be dismissed as unripe. 

VJC/Receiver's assertion that "the proposed construction conformed to all 

minimum standards" (Reply at 10), is incorrect and misleading, as the minimum standards 

Perhaps because of these cases. Complainant asserts that it has been denied access to the Airport. Reply at 

p. 9. This is clearly false, as shown above at p. 21-22. 

25 
apply to more than just construction standards; they also include financial ability, obtaining 

necessary City approvals for construction, locating facilities in areas authorized by the 

City, and compliance with the highest ethical standards. 

VJC/Receiver's assertion that "VJC had all approvals for proceeding with 

construction" {id.), is clearly false, and reflects its refusal to acknowledge that the City 

Council's approval was needed for projects to proceed. If it had all necessary approvals in 

hand, it could have commenced construction. It did not do so, and it now seeks an order 

from FAA "requiring Respondent to grant VJC the right to build the four hangars as 

proposed within 10 days of the order." Complaint at f 107(3). Such relief would not be 

necessary if VJC already had all necessary approvals in hand. Furthermore, even if 

VJC/Receiver had every City approval it needed except Council's - which it did not - the 

fact that it had secured those approvals would not render this case ripe for decision. 

Ripeness here does not turn on the presence or absence of approval by various City 

departments. Those approvals do not alter the fact that VJC/Receiver is asking the City to 

approve a plan for hangars that it does not intend to construct. 

VJC/Receiver's assertion (Reply at 11) that it has property rights to build the 

hangars and the City has attempted to terminate VJC's lease or purchase VJC "and close it 

altogether" was addressed in the City's Memorandum in Support at 41-44. 

VJC/Receiver provides no support for its assertion at p. 11, n. 9 that the City's 

explanation of how the December 23, 2008 Kaplan Kirsch & Rockwell LLP Memorandum 

("KKR Memorandum") was based on material facts and circumstances that proved to be 

untrue (such as the presence of an FBO ready, willing and able to build the hangars with 

26 
legitimate funds ) is insufficient to explain the differences between the KKR 

Memorandum and the City's Memorandum in Support. VJC/Receiver's Reply contains no 

analysis of the specific issues set forth in the City's Memorandum in Support. As such, it 

merely reflects VJC/Receiver's opinion and carries no weight, as it defies logic and 

common sense. 

VJC/Receiver's assertion that the City should be estopped from asserting arguments 

that allegedly contradict advice given the City by counsel {id.) is, to say the least, a novel 

and misguided legal theory. While a party may, under certain circumstances, be estopped 

from making arguments that contradict those it has made in a prior legal proceeding, 

asserting that the City is bound by VJC/Receiver's interpretation of the legal advice 

provided to the City by the City's own legal counsel is a bizarre interpretation of the 

doctrine of estoppel. Attorney-client communications made in the context of a response to 

a request for legal advice are a far cry from public statements made by the client in a legal 

proceeding. 

Moreover, VJC/Receiver selectively reads the KKR Memorandum, which also 

stated that, if the current, FAA-approved ALP designates the proposed hangar area as 

reserved for other, inconsistent future development, the City could deny the FBO the right 

to build the hangars. Complainant's Exhibit 13 at 12-13 of 14. This has turned out to be 

the case. 

^' Specifically, the Reply does not answer or dispute the City's explanation that the KKR Memorandum: (1) 

did not address the City's minimum standards and explicitly stated that it was not addressing minimum 

standards (Complainant's Exhibit 13 at 16); (2) incorrectly assumed that there was a ready, willing and able 

FBO that wanted to build the hangars (id. at 17); (3) incorrectly assumed that the current ALP designated the 

area where the hangars would be built as being available for "general aeronautical development" {id. at 17); 

and (4) incorrectly assumed that other FBOs had or would be given the right to build hangars of the same 

type desired by VJC {id. at 18). Complainant's assertion that this explanation is "unpersuasive" because of 

unrelated factors - such as VJC's alleged right to build hangars, purported compliance with all minimum 

standards, and Complainant's interpretation of the ALP issue (Reply at p. 11, n. 9) is nonsensical. 

27 
Finally, VJC/Receiver's claim that circumstances have not changed since the FAA 

ADO official provided informal advice on the hangar approval issue (Reply at 11) 

constitutes a stunning disregard of the actual facts. As explained in the City's 

Memorandum in Support, and above, since that time, VJC's principal has been arrested and 

thrown into jail; it has been revealed that he perpetrated an elaborate scheme to defraud 

investors, used stolen money to fund the purchase of the prior FBO at the Airport, 

established VJC to hold that asset, and transferred additional stolen funds to VJC. In 

addition, VJC has been placed into Receivership, where the Receiver: exercises total 

control over the operations and assets of VJC; has disavowed any intent to build the 

hangars while VJC is in Receivership; and is attempting to sell off VJC to undisclosed 

buyers and take the money from the sale off airport. In light of these significant 

developments, it is difficult to imagine what Complainant had in mind when it made the 

assertion that "the circumstances have not changed since this informal [ADO] 

determination was made" (Reply at 11). 

V. The City is Not Applying Unreasonable Minimum Standards in a 

Discriminatory Manner and VJC Has Not Complied with all 

Requirements 

Confrary to VJC/Receiver's claim on p. 12 of the Reply, demonstration of financial 

capability is not the only non-compliance with minimum standards asserted by the City in 

its Memorandum In Support (Reply at 12). The City also cited applicable Minimum 

Standards relating to (1) the requirement of written City approval and consent for any 

person to use the Airport or the person's facilities for commercial, business or aeronautical 

28 
activities; (2) the City's reserved right to designate specific areas where an aeronautical 

service may be conducted; and (3) the requirement that no construction be done at any 

time without the prior approval of the City.^'' The City also cited failure of VJC to comply 

with Minimum Standards relating to meeting the highest ethical standards (City's 

Memorandum in Support at p 43, n.9). 

The City also cited cases in support of the proposition that airport operators may 

exercise their proprietary powers to develop and administer airport land consistent with the 

public's interest, rather than consistent with the wishes of any one aeronautical user.^^ The 

cited Minimum Standards and case law demonstrate that the City intended to exercise its 

proprietary powers to direct the course of airport development on an ongoing basis - and 

did not cede that authority to VJC merely by signing a lease. Complainant has not 

responded to the additional Minimum Standards provisions and related authority that were 

cited by the City, thus, effectively conceding the City's position. 

Complainant ignores these clear references to other provisions of the Minimum 

Standards and focuses instead on only one provision, the requirement to show financial 

capability. Even on that specific issue, however. Complainant garbles the facts and 

^^ Minimum Standards §5, Complainant's Exhibit 4 at p. 6 of 17, cited in City's Memorandum in Support at 

p.42. 

Minimum Standards §3.C, Complainant's Exhibit 4 at 2-3 of 17, cited in City's Memorandum in Support 

at p.43-44; this requirement is also reflected in Section 10 of the FBO Minimum Standards, which states that 

an FBO can construct hangars "in a location satisfactory to the City." Complainant's Exhibit 5 at § 10. 

^ Minimum Standards §3.C, id., cited in City Memorandum in Support at p. 44; this requirement is also 

reflected in Section 8 of the FBO Minimum Standards, which states that no construction shall be done 

without the prior approval of the City. Complamant's Exhibit 5 at § 8. 

^' City's Memorandum in Support at 44-45, citing Pacific Coast Flyers, Inc. v. County of San Diego, FAA 

Docket No. 16-04-08, 2005 WL 1900515 (Director's Determination, July 25, 2005) at *29, which cites and 

quotes Santa Monica Airport Association v. City of Santa Monica, FAA Docket 16-99-21 Final Decision and 

Order (Feb.4, 2003). 

29 
misinterprets the requirements. Although Complainant asserts that "[t]he demand to show 

financial capability was made for the first time in approximately May or June 2009" (Reply 

at 12), in fact, the City Council raised this concern at its March 10, 2009 Meeting. City's 

Memorandum in Support at p. 10-11, citing City Exhibit 11. 

The Complainant again seeks to cast aspersions on the City's investigation of 

whether the Nadel fraud, which fianded his purchase of the existing FBO that he assigned to 

the company (VJC) he created specifically to acquire that asset, invalidated the City's lease 

with VJC. As the City has already argued, it was perfectly reasonable for the City to 

investigate this issue.^^ See City's Memorandum in Support at 10-11, 14, 21. Calling Mr. 

Nadel's fraud "unrelated" (Reply at 12), when it was instrumental in the very creation and 

continued funding of VJC is a bit odd. Moreover, dismissing as a mere "pretext" {id.) 

consideration of an issue (financial capability) that the Associate Administrator for Airports 

has indicated is a legitimate issue for the City to consider (City Exhibit 4) is downright 

peculiar. 

As discussed below, the Complainant's assertions that the financial viability 

conditions do not apply, are unreasonable, and were, in any case, met by VJC are all 

incorrect. 

^* It is unclear why VJC/Receiver asserts that the counsel that provided the legal opinion concerning the 

validity of the VJC lease is "the same counsel representing the City in this proceeding." Reply at 12. The 

referenced opinion was issued by Icard, Merrill, Cullis, Timm, Furen & Ginsburg, P.A. on May 18, 2009, and 

is attached to the Complaint as Exhibit 19. Counsel for the City in this proceeding is Kaplan Kirsch & 

Rockwell LLP (KKR), which provided an opinion on different issues on December 23, 2008, which opinion 

is attached to the Complaint as Exhibit 13. The KKR opinion explicitly stated that it did not address issues 

relating to the lease (Complainant's Exhibit 13 at 1 of 14), and was the subject of earlier discussion in the 

Reply at p. 11, a 9. 

30 
A. The Requirement of Demonstrating Financial Capability Applies 

Under the Express Language of the Lease and the Applicable 

Minimum Standards Incorporated by Reference into the Lease 

Complainant wrongly asserts that, under the plain language of the minimum 

standards, the City has no basis to condition approval of VJC's request on VJC's proof of 

financial capability. Reply at 12-14. The subject language in question, as cited by the 

City, is that "Proposed or existing Operators, may be required to provide evidence of past 

experience, financial capability and technical ability to perform the proposed services." 

Complainant Exhibit 4 at p. 6 of 17, cited in City's Memorandum in Support at p. 43. 

Complainant insists that this provision applies to existing Operators only if they 

extend their operations into additional categories (Reply at 13), but this is not and has not 

been the City's interpretation of the provision. First, the cited sentence standing alone, 

provides no such limitation. Second, the first sentence of the section provides that "Any 

person or Operator will meet the Minimum Standards as set forth herein per the categories 

to expand its operations or become an operator at the Venice Airport." Complainant 

Exhibit 4 at p. 6 of 17. The proposal to construct new hangars is unquestionably an attempt 

by VJC to "expand its operations." The "proposed services" for which existing operators 

may be required to provide evidence of experience, financial capability and technical 

ability are not limited, as Complainant claims, to extending operations into additional 

categories. Nothing in Section 8 A ties the requirements of the last sentence only to the 

intermediate sentences cited by VJC/Receiver; instead the last sentence in 8A relates to the 

31 
first sentence in the section as much as it does to the other sentences. VJC/Receiver's 

attempt to conflate the provisions, while perhaps clever, is far from dispositive.^'' 

Moreover, the City's interpretation of its own Minimum Standards is entitled to 

deference. "[DJeference is owed to a municipal body's statutory interpretation of its own 

rules and regulations so long as its interpretation is based on a permissible construction." 

Am. Civil Liberties Union of Florida, Inc. v. Miami-Dade County Sch. Bd., 557 F.3d 1177, 

1228 (11th Cir. 2009) (internal quotation omitted). "[CJourts ordinarily grant deference to 

the zoning board's understanding of its own ordinance because, as a general matter, 

governmental agencies are entitled 'great weight' in their interpretation of legislation they 

are charged to enforce." Broussard v. Zoning Bd. of Adjustment of City of Pittsburgh, 907 

A.2d 494, 500 (Pa. 2006). "If there is ambiguity in the language of the statute, a reviewing 

court is to give deference to a municipality's interpretation of its own ordinance." Walsh 

Const. Co. of Illinois v. City of Detroit, 257 F. Supp. 2d 935, 938 (E.D. Mich. 2003). Thus, 

even if Complainant's interpretation of the Minimum Standards is considered plausible, 

FAA should defer to the City's interpretation. 

B. Contrary to Complainant's Contention, Requiring FBOs To 

Demonstrate Financial Capability Is Not an Unreasonable 

Standard, and the City Has Not Applied It In a Discriminatory 

Manner 

VJC/Receiver complains that the proof of financial capability provision in the 

Minimum Standards is "vague and arbitrary" and "leaves approval to the sole discretion of 

^^ Complainant also bases its argument on the premise that "VJC is a current FBO that has already been 

permitted to build hangars in the past and currently leases hangar space to other parties." Reply at 13. While 

the parties agree that VJC did reconstruct the hangars as required by its lease, there is no evidence in the 

record that VJC leases out hangar space to others for the storage of aircraft, as opposed to storing its own 

aircraft in the hangars. Even if it did lease out hangar space, however, this fact would not overcome the City's 

reasonable interpretation of its own Minimum Standards and the application of those standards to the unusual 

circumstances currently surrounding VJC. 

32 
the City." Reply at 14. Complainant claims that this makes the requirement 

"unreasonable and discriminatory on its face." Id. The Reply does not even attempt to 

explain how this language makes the provision discriminatory on its face, and this 

allegation should therefore be disregarded. As to the claim of unreasonableness, an 

important factor to keep in mind is that there is no allegation or evidence that the City has 

applied the standard in a way that is impossible - or even particularly difficult - to satisfy. 

Rather, Complainant has simply chosen not to even attempt to satisfy it, except for making 

the most cursory, unsupported assertions that it has the resources available to complete the 

project. Under no reasonable standard could the Receiver's conflicting, unsupported 

representations be considered sufficient to satisfy the financial capability requirement; 

perhaps realizing this. Complainant attempts to assert that the requirement itself is 

unreasonable. 

However, even in the event that the language cited by Complainant is considered to 

give too much discretion to the City in deciding what information is sufficient to satisfy the 

financial capability requirement, the FAA, and a court, would have to look at whether the 

City has exercised that discretion unreasonably. As noted in the Icard memo, which 

Complainant has stated the City should follow in interpreting the WiC lease (Reply at 5, 

12), Florida courts impute a reasonableness or good faith standard to serve as a check 

against unfettered discretion that could be abused.^* Complainant's Exhibit 19 (Icard 

^* Under Florida law, the exercise of discretion by a party to a contract is subject to a standard of "commercial 

reasonableness." See Fernandez v. Vazquez, 397 So.2d 1171, 1173-74 (Fla. Dist. Ct. App. 1981) (discussing 

the "well-accepted concept" that "a lease is a contract, and as such, should be governed by the general 

contract principles of good faith and commercial reasonableness"). One established contract principle cited 

in Fernandez is that a party's good faith cooperation is an implied condition precedent to performance of a 

contract. Id. "Where that cooperation is unreasonably withheld, the recalcitrant party is estopped fi-om 

availing herself of her own wrongdoing." Id. As the Minimum Standards are incorporated into the VJC 

lease, to the extent that there is excessive discretion provided to the City, application of that discretion is 

33 
Memo) at 9-10. Thus, the standard will not be stricken, but will be evaluated on an "asapplied" basis. In light of the fact that VJC has not provided consistent, verifiable 

information to satisfy this standard, there can be no doubt concerning the reasonableness of 

the City's application of the standard to VJC. 

Instead, here, it is clear that VJC/Nadel never provided any information on financial 

capability, and indeed, Mr. Nadel could not provide any truthful information demonstrating 

VJC/Nadel's capability to fund the hangars with legitimate funds. 

It is likewise clear that VJC/Receiver has refused to provide the City with any 

financial information, except for the unsupported assertion that he had $4 million in cash 

on hand available for the project, which is contradicted by both the attachment he 

submitted along with his assertion (City Exhibit 3), and the Reply, which asserts that 

throughout the Receivership, he has $3.3 million, and he would have to get court approval 

to spend any of these funds to build hangars on the VJC site.'^^ Reply at 18-19. 

In fact, the Receiver has asserted, in the context of a potential City bid for VJC, that 

the City would have to sign a confidentiality agreement - i.e., agree not to disclose 

information about VJC - in order to see VJC's finances, knowing full well that the City 

was subject to the Florida Sunshine Act provisions that would not allow it to enter into 

such an agreement. 

governed by this Florida contract principle of an implied covenant of good faith. Thus, the City does not 

have "imfettered discretion" to apply the Minimum Standards in an unreasonable way or in bad faith. See 

Complainant's Exhibit 19 at p. 3-8. 

^' The Complainant tries to have it both ways: fnst, it asserts that VJC is separate and distinct from the 

Receivership, and should not be evaluated based on either the actions of its past, notorious manager, or its 

status in Receivership (Reply at 6-7), then it asserts that Receivership assets are not segregated and indicates 

that the Receiver has non-VJC funds available to build the hangars on the VJC site. Reply at 18-19. 

34 
VJC/Receiver's unsupported assertion that unidentified potential bidders may have 

the resources available (Reply at p. 6, n. 5 and p. 19) certainly does not provide sufficient 

information to satisfy a requirement of proof of financial capability under any reasonable 

standard. 

Complainant, in essence, asks FAA to find that the City cannot legally require VJC 

to demonstrate that it had the financial resources available to complete the project under the 

existing circumstances - where VJC is in Receivership as a result of the Receiver's 

assertions that: 

(1) VJC was established as a result of the purchase of the predecessor FBO with 

stolen funds, 

(2) an additional $325,000 in stolen fiands was plowed into VJC, and 

(3) the Receiver suspects that additional inputs of stolen funds were transferred to 

VJC, but he hasn't been able to uncover them yet. 

Precluding an inquiry into VJC's financial capabilities under these circumstances is 

an absurd position, and there is no support for it in any applicable law or standard. If an 

airport cannot require a demonstration of financial capability in these circumstances, the 

FAA's traditional policy of allowing - and encouraging - such requirements will be killed 

off See Skydive Monroe, discussed below, at p. 41. Simply put, it is reasonable for the 

City to impose the requirement of demonstrating financial capability to carry out the 

proposed project, and VJC has not come close to making the necessary showing. 

In trying to bolster its argument. Complainant makes a clumsy and somewhat 

oufrageous attempt to conform the FAA's guidance and decisions on Minimum Standards 

to what VJC/Receiver wants it to say, even though it actually says the exact opposite. FAA 

has articulated a long-established concern that Minimum Standards not be manipulated to 

35 
keep out new aeronautical service providers and protect the incumbent service providers. 

Thus, FAA stated in Centennial Express that "[mjanipulating the standards solely to protect 

the interest of an existing tenant, or tenants []is unacceptable." Centennial Express Airlines 

V. Arapahoe County Public Airport Authority, FAA Docket No. 13-95-03, 1998 WL 

1083382, *7 (citing FAA Order 5190.1A, Para. 1 Ic). 

Perhaps recognizing that this principle does not help an existing tenant, such as 

VJC, Complainant simply adds a new concept to this principle, distorting it so that it says 

"[mjanipulating the standards solely to protect [or undermine] the interest of an existing 

tenant, or tenants []is unacceptable." (Reply at 15) (emphasis added). The fact that 

VJC/Receiver felt compelled to distort the FAA guidance/holding by adding "[or 

undermine]" to include a supposed concern that an airport sponsor is not sufficiently 

favoring an existing tenant is evidence that the actual guidance/holding does not support 

VJC/Receiver's position.^^ 

Complainant's assertion that the financial capability requirement is not fair, 

uniformly applicable, reasonably attainable, and unreasonable on its face, is thus 

unsupported. 

'" Neither of the cases Complainant cites provide support for its arguments. In both Centennial Express 

(involving a ban on scheduled passenger service) and Skydance Helicopters (involving a reftisai to give the 

complainant the same 30-year lease terms that other commercial operator tenants had for the purpose of 

constructing a hangar and office and operating its helicopter tour business) the airport's actions completely 

denied the complainants access to the airport. Centennial Express Airlines, FAA Docket No. 16-98-05, 1998 

WL 1083382 at 11. Skydance Helicopters, FAA Docket No. 16-02-02, 2003 WL 1524500 at *2. No issue of 

lack of uniform application was presented to, or addressed by, the FAA in Centennial Express. And in 

Skydance, the FAA determined that the complainant was more similarly situated with one group of operators 

(who obtained long-term leases to build hangars and office facilities) than other scenic tour operators (who 

had short term leases because they did not need to amortize capital facilities.) Here, VJC/Receiver cannot 

demonstrate that it is similarly situated with any other airport tenants - because VJC's circumstances are 

unique and its treatment by the City does not raise any issue of unjust discrimination. 

36 
1. Complainant's Claim that the Minimum Standards' Financial 

Viability Requirement Has Never Been Applied Before is 

Unsupported, and, in Anv Event, Misguided. 

Complainant asserts that "VJC is the very first entity the City has ever required to 

demonstrate financial capability before pursuing an Airport development project." Reply at 

15. Then Complainant states that "[i]ndeed, the VJC was not required to demonstrate 

financial capability when it originally entered into its lease with the City, demolished thenexisting facilities on the site, and constructed two 10,000 square foot box hangars." Id. at 

16. Complainant also lists as an example of "lessees who were permitted to undertake 

some form of construction and were not required to either demonstrate financial capability 

or obtain City Council approval in advance of construction .. .The VJC tore down and 

completely reconstructed its FBO building .. . [and] the VJC made improvements to its 

FBO building." Id 

Thus, VJC/Receiver appears to be making a novel argument that the City has 

discriminated against VJC in favor of VJC. While amusing, this argument does not 

advance Complainant's position. The fact that VJC has not been required in the past to 

demonstrate fineincial capability before being allowed to undertake significant construction 

of aeronautical facilities, but is required to do so now, demonstrates that the City has not 

discriminated against VJC at all; rather, when VJC was apparently similarly situated with 

other airport tenants, it was treated the same as other airport tenants. When the unusual and 

questionable nature of VJC's financial arrangements came to light - largely through the 

efforts of the Receiver - the City, prudently and reasonably, sought assurances as to its 

financial capabilities. This is not unjust discrimination - rather, it is different treatment of 

the same company based on the different circumstances as they were revealed. As 

37 
discussed above, the City is not aware of, nor has Complainant pointed out, any other 

tenant that has sought to construct facilities at the Airport under circumstances similar to, 

or even approaching, the circumstances now known to surround VJC. 

VJC/Receiver includes two lists purportedly showing airport tenants' construction 

projects for which the City did not require a demonstration of financial capability. First, 

neither the lists nor Complainant's Reply Exhibit 3, from which the lists were drawn, 

provides any evidence that any of the tenants' projects were known to involve 

extraordinary financial circumstances, such as those surrounding VJC and its current effort 

to secure approval to construct the hangars in question. Thus, the fiindamental point made 

above, that the City has not unjustiy discriminated, is not at all rebutted by Complainant's 

argument/evidence. 

Second, the "evidence" consists solely of a list of projects in a declaration by one of 

VJC's lawyers - who, although he does not represent the Complainant in this proceeding, 

has represented both VJC/Nadel^' and VJC/Receiver.^'^ The declaration consists solely of 

unsubstantiated statements, without any supporting evidence or discussion of the 

circumstances surrounding the projects. 

Third, the Airport Minimum Standards, as shown on their face (Complainant's 

Exhibit 4 at cover page), were adopted on January 26, 1999. The City could not have been 

expected to apply them to any construction projects prior to that date. Of the 24 projects 

listed in the Boone declaration, 15 are listed as occurring prior to 1999. ^^ 

' ' See City Exhibits 6, 7, 17, and D. 

'^SeeCityExhibhll. 

^^ Those 15 pre-1999 projects (lettered as in the Boone Declaration) are as follows: (b) Vincent Fette (FBO 

building radio shop constructed, 1960); (c) John Ingrim (second floor added to FBO building, 1978); (d) 

38 
Two additional projects are listed as occurring in 1999.^'* Complainant provides no 

evidence as to when in 1999 these projects were constructed or approved. In the absence of 

any such evidence, it would be unreasonable to assume that they were approved or 

constructed subsequent to the adoption of the Minimum Standards on January 26. Thus, it 

appears that 17 of the 24 projects were constructed or approved prior to the adoption of the 

Minimum Standards,^^ and they provide no evidence whatsoever that the City has applied 

the Minimum Standards in an unjustly discriminatory manner. 

Of the remaining seven (7) projects, three (3) involved Venice Jet Center. An 

additional project involved Triple Diamond Enterprises, the FBO whose facilities Mr. 

Nadel purchased and transferred to VJC^^ and whose premises were incorporated into the 

VJC leasehold. Thus, four out of seven of the projects either directly involved VJC or 

projects that were incorporated into VJC's leasehold, to VJC's benefit. A fifth project 

involved the Sarasota County Sheriff- a public agency that provides public safety services 

Stanley Huffman (improvement to FBO building, 1991); (f) Vincent Fette (two hangars built, I960); (h) 

Flight Deck Restaurant (two floors constructed, 1989); (i) Venice Flying Service, Inc./Harold Hagen (FBO 

building constructed 1978); (m) Ame Kruethof/Technical Advance Group d/b/a Florida Flight Maintenance 

Center hangar constructed, 1997); (o) Duncan Enterprises, Inc. (hangar #1 constructed, 1982); (p) Duncan 

Enterprises, Inc. (hangar #2 constructed, 1984); (r) Shamrock Enterprises, Inc./NEC, Inc. (12 T-hangars 

constructed, 1983); (t) Mountain Laurel, Inc./Superior Aircraft Hangars, Inc. (14 T-hangars constructed, 

1980); (u) Paul R. Theen, Inc./Swift Group, Inc. (14 T-hangars constructed, 1983); (v) Sharkey's Restaurant 

on the Gulf (restaurant built, 1986); (w) Sharkey's Restaurant (added construction, 1998); and (x) Lake 

Venice Golf Course (27 holes total) and Golf Course Clubhouse/Cart Bam (built, 1960). Complainant's 

Reply Exhibit 3, ^ 5. 

''* Project (j) Wass-Air, Inc. FBO Building and Project (n) Buzz Mills hangar construction. Id. 

' Three of these projects concern non-aeronautical construction, to which the minimum standards would not 

apply, no matter when constructed: projects (v) Sharkey's Restaurant on the Gulf, (w) Sharkey's Restaurant 

added construction, and (x) Lake Venice Golf Course and Golf Course/Clubhouse/Cart Bam. Id. 

'* Projects (e) Venice Jet Center (complete renovation to FBO building), (g) Venice Jet Center (two hangars 

tom-down and reconstmcted), and (1) Venice Jet Center (improvements made to FBO building). Id. 

^' City Exhibit B (Nadel/Triple Diamond Purchase Agreement) 

'* Complainant's Exhibit 3 (VJC Lease) at p. 1 

39 
to the surrounding area. The Boone declaration provides no information concerning the 

two remaining projects beyond the following: Carl Burr hangar built 2000 (no indication of 

when it was approved) and A.C. Schmeiler hangar constructed 2003. Complainant's Reply 

Exhibit 3 at Para. 5. Taken together, neither the Boone affidavit nor the Complainant's 

discussion of the information contained therein (Reply at 15-18), provides any evidence or 

persuasive argument that the VJC was unjustly discriminated against in the application of 

the City's Minimum Standard relating to financial capacity to carry out a construction 

project at the Airport. 

As noted above, the facts of this case are unique, and certainly justify discretionary 

application of a requirement to demonstrate financial capability. To the City's knowledge, 

VJC is the only entity at the Airport now known to have been established and capitalized 

with stolen funds; subsequently funded with additional stolen funds, and forced into 

receivership. In light of these circumstances, the City is certainly entitled to inquire: 

What funds currently in VJC are, in fact, VJCs? 

What funds are currently available to VJC in its current form to build 

the hangars? 

If VJC is an entity separate and apart from the receivership and Mr. 

Nadel, what does VJC consist of and who controls it? 

Who is the purchaser of VJC? 

What financial resources will be available to the purchaser of VJC to 

construct the hangars after consummating the purchase? 

Will the financial viability of the new purchaser be enhanced or 

diminished if it pays a premium to the Receiver for the sale of VJC 

based on a pre-approval of a right to build hangars where the City 

does not know who will actually own VJC or build the hangars? 

40 
Finally, Complainant asserts that it has been denied access to a public use airport, 

despite the fact that the Complainant's own exhibits {see. e.g.. Complainant's Exhibit 3 

(VJC's Lease)), Statements by the Receiver (City Exhibits 3 at p. 20-21 and 16 at p. 21-

22), and other Complainant arguments demonstrating that VJC has a lease at the airport and 

has operated an FBO facility throughout both the Nadel and Receiver regimes. 

Complainant's peculiar claim may be an attempt to shoehorn its desire to construct hangars 

into principles announced by FAA that apply to situations where a prospective tenant is 

denied a lease (Reply at p. 18), but the evidence in this proceeding simply does not support 

a claim of denial of access to an airport. See contrasting cases cited, above at p. 12. 

2. Even if the Financial Capability Requirement Were Not 

Contained in the Airport Minimum Standards, an Airport 

Proprietor has an Inherent Right to Satisfy Itself of the 

Financial Wherewithal of an Entity Constructing Aeronautical 

Facilities. 

FAA case law and policy recognize that airport sponsors have legitimate reasons to 

want to ensure that aeronautical users and service providers have financial resources to 

construct proposed facilities. The City's Memorandum in Support (at pp. 45-46) cited 

several cases that support this common-sense proposition, and Complainant has not 

attempted to distinguish or explain away those cases. 

Moreover, the Associate Administrator for Airports has indicated that it is up to the 

City to satisfy itself of VJC's financial ability to carry out the proposed project. City 

Exhibit 4. This position was not tied to any requirement that the Airport's Minimum 

Standards contain such a provision. 

In addition, the City's request that VJC make a showing of financial capability in 

this context is not unjustly discriminatory - rather, it is entirely justified. In a similar 

41 
situation, the FAA has held that airport sponsors (I) are not only entitled, but expected to 

protect themselves from financial burdens that could harm the airport or negatively impact 

other airport users; and (2) may factor litigation involving prospective airport tenants into 

their decision-making processes. Skydive Monroe, Inc. v. City of Monroe, FAA Docket No. 

16-06-02, 2007 WL 1058450 at * 13, 14 (Director's Determination, March 30, 2007). In 

Skydive Monroe the FAA found no unjust discrimination when an airport sponsor denied an 

airport tenant a lease on terms similar to those offered to other tenants, based on concerns 

about the viability and financial future of the operator seeking a lease. Id. Specifically, the 

FAA agreed with the sponsor that the complainant in the case was not similarly situated to 

other tenants at the airport because of litigation concerning ownership of the complainant's 

operation. 

The complainant, seeking a long-term lease for a specific hangar at the airport, was 

embroiled in an ownership dispute and pending litigation that could result in liquidation of 

all of the complainant's assets. Id. at *11. The airport had terminated the complainant's 

tenancy-at-will of the hangar and had leased it to a new tenant with a less risky business 

future who agreed to pay a higher lease rate. Id. Defending itself against the charge that it 

had unjustly discriminated against the complainant's skydiving operation, the City argued 

that the complainant was not similarly situated to the other on-airport tenants: "none of the 

other Airport tenants are in the midst of an ownership dispute that has dragged on for years, 

and now threatens the sale of company assets by a court-appointed special master." Id. at 

*11. The FAA agreed, holding that under the facts of the case, "Respondent's actions with 

regard to denying Complainant multi-year lease terms were not unreasonable since 

42 
Complainant is not similarly situated to other on-airport tenants and Respondent was 

protecting itself from the potential effects of Complainant's internal litigation." Id. at 13.^^ 

Similarly here, the City of Venice's requirement that VJC/Receiver demonstrate 

financial capability to construct and operate the hangars is justified by the peculiar 

circumstances surrounding VJC's financial and legal status. Although other tenants were 

not required to demonstrate financial capability, to the City's knowledge, no other tenants 

have been established and capitalized with stolen funds, and none have been forced into 

receivership as a result. In addition, no other tenants sought permission to build hangars 

that they had no intention of building, and provided no specific information as to the 

potential buyer who might actually build them in the fiiture. As in Skydive Monroe, VJC is 

not similarly situated to other tenants seeking to build on their leaseholds, and the City is 

both entitled and expected to protect its own interests and those of other airport users by 

proceeding with caution in the face of a business funded by stolen fiands and currently in 

Receivership. The City has not denied VJC access to the airport - VJC is still operating on 

its leasehold. But given the circumstances, the City is not obligated to engage in the fiction 

that VJC is similarly situated to other airport tenants in evaluating potential expansion by 

VJC. 

C. VJC/Receiver's Claims that it has Satisfied the Financial 

Capability Requirement are Unsupported by the Evidence 

As discussed above (at p. 12) and in the City's Memorandum in Support (at pp. 46-

48), the Receiver has not provided any reliable evidence of available fiands to construct the 

proposed facilities. The Receiver's flat assertions, contradicted by documentary evidence 

^' Noting that the City could not completely deny the Complainant access to the airport, the Director held 

that, while the Respondent was not in violation of its grant assurances for having declined to offer a lease on 

terms similar to those of other airport tenants, it might want to continue offering tenancy-at-will agreements 

for some other available on-airport space. Id. at *15. 

43 
he supplied to the City and also submitted to the Court overseeing his Receivership, and by 

subsequent assertions in the Reply, are simply not reliable. The fact that the Receiver has 

been unable or unwilling to provide any persuasive evidence in this proceeding further 

demonstrates that the City's position is not unreasonable. 

Moreover, the Complainant's assertion that building hangars is a "fundamental 

component of the VJC's business plan" is unsupported by any evidence in the record, and 

its assertion that approval of the hangars is an important part of the VJC's value in the 

active bidding process for its sale" is of no federal concern. Reply at 19, citing City 

Exhibit 3 (Letter of Receiver to City Attorney). As stated in the City's Memorandum in 

Support at pp. 5-8, the fact is that the construction proposals for the site have changed 

significantly, from the original leaseholder that intended to construct t-hangars, to the 

different proposals offered by VJC/Nadel. While Complainant calls these facts "irrelevant" 

(Reply at 10), in fact, they are relevant to consideration of whether the new owners will 

actually construct the hangars as currently proposed by VJC/Receiver or put forth a new 

proposal for the City's consideration. The City cannot be expected to approve a proposal 

that is not put forth by the party that actually intends to carry out the project. And, of 

course, the FAA should have no interest in pumping up the value of VJC so that the 

Receiver can take the proceeds off airport for a non-aviation purpose. 

Complainant's assertion that "ail prospective bidders desire to construct the 

hangars" (Reply at 19 (emphasis in original); see also id. at p. 6, n.5) is unsupported by any 

evidence in the record; in fact, the Receiver has provided no evidence to the City that there 

are any prospective bidders, who they are, or what they may or may not intend to build on 

the site. 

44 
VJC/Receiver further contends that what is hindering the construction of the 

hangars is "the clear will of the City Council to foil the project, frustrate the sale of the VJC 

and devalue its leasehold." Reply at 19. Again, VJC provides no evidence in the record 

that the City Council has a clear will to foil the project. At most, VJC has provided 

evidence that some individual council members do not support the project. Moreover, the 

assertion that the Council has a clear will to frustrate the sale of the VJC {id.) has no basis. 

What the Receiver claims is an effort to frustrate the sale is the Council's reluctance to 

grant to an unknown entity with unknown credentials the right to construct an aeronautical 

facility on the Airport. However, the Council has no obligation to do so. 

Finally, the assertion that the Council has a clear will to devalue the VJC leasehold 

is premised on the incorrect notion that VJC already has the unfettered right to construct 

the hangars without complying with the City requirements, and that any attempt by the City 

to ensure that its requirements and processes are adhered to constitutes an interference with 

VJC's presumed right. There is no basis for this contention. 

In fact, a draft lease tendered and signed by Mr. Nadel on behalf of VJC contained a 

provision entitled "Construction of Improvements," that would have expressly authorized 

VJC to construct hangars in addition to the ones it was required to tear down and 

reconstruct. "Lessee is granted permission to erect one or more new hangar buildings on 

its leased property to the east of the present two-story building at 400 East Airport 

Avenue." City Exhibit E (Draft Lease Tendered by Mr. Nadel) at p. 5-6, ]| 4. However, the 

City rejected this provision, and the paragraph in the final, executed lease that addresses the 

demolition and reconstruction of the existing hangars does not contain permission to build 

any additional hangars. Complainant's Exhibit 3 at p. 25, ^ 45. 

45 
The reality is that the Receiver seeks to artificially increase the value of the VJC 

leasehold to sell it off to the highest bidder (Reply at 19), and take the profits off airport to 

be used for non-airport purposes. The Complainant regards any failure to assist the 

Receiver in his effort to pump up the value of the leasehold as an effort to devalue the 

leasehold. Complainant is wrong. 

Complainant has pointed to no federal requirement or policy that would obligate the 

City to grant a blanket approval to an unknown entity, with unknown resources and 

technical capabilities to build hangars on the VJC site. Nor has VJC/Receiver pointed to 

any federal requirement or policy that indicates that the federal interests secured by the 

airport grant obligations would somehow be better served if VJC/Receiver received such 

blanket approval, allowing Receiver to inflate the price of the leasehold and obtain a 

premium in the sales price which would be taken off airport. Under that scenario, the 

ultimate buyer of VJC, having paid a premium to the Receiver, would have less funding 

available to make airport improvements ~ improvements for which it could have secured 

approval from the City without having to pay Receiver a premium. 

VI. The Conflicting Designation on the ALP for Terminal Area and Apron 

is a Sufficient Reason to Turn Down the Hangar Project 

In its discussion of the ALP issue (Reply at 19-21), VJC/Receiver demonstrates a 

fundamental misunderstanding of the function of the ALP.'**^ However, the FAA's recently 

issued Airport Compliance Manual, FAA Order 5190.6B (09/30/2009), reiterates the 

agency's long-standing policy: 

^ Complainant also misunderstands the City's position, as evidenced by its peculiar assertion that a Part 16 

proceeding is not the proper proceeding in which to argue that the FAA cannot force the City to revise its 

ALP and permit constmction of the hangars. Reply at p. 20, n. 13. Rather than making a complaint against 

the FAA, as implied by Complainant, the City was merely arguing that the FAA should follow its existing 

guidance, which the City cited, in reaching a decision in this case. That is a perfectly appropriate point to 

make in a Part 16 proceeding. 

46 
FAA approval of the ALP .. . reflects the agreement between the FAA and 

the sponsor regarding the proposed allocation of airport areas to specific 

operational and support functions. . .. [T]he approved ALP becomes an 

important instrument for controlling the subsequent development of airport 

facilities. Compliance Manual at ^7.18. 

In the context of this FAA policy guidance, it is peculiar, indeed, for VJC/Receiver 

to claim that it is improper for the City to assert that the ALP controls airport development 

(Reply at 21). Complainant instead claims that the City must amend the ALP if a tenant 

believes that needed aeronautical services can be provided to the public from a particular 

site. Id. However, a controlling agreement between FAA and the airport sponsor means 

that both parties must agree to a change before it can be implemented. 

The fact that the FAA may approve a change if proposed by the airport sponsor, 

does not obligate the airport sponsor to propose that change. This is particularly true in this 

instance, where the FAA-approved ALP depicts an area on the other side of the taxiway 

that is available for hangar construction. This is not an instance in which the ALP does not 

designate any acceptable location for the development for which VJC/Receiver seeks 

approval. Complainant has not demonstrated that the desired hangars could not be built in 

the area the City has designated for hangar development on the approved ALP."" 

Moreover, FAA has held that an airport sponsor is under no obligation to develop 

an airport in the way that an individual tenant believes is best. See City Memorandum in 

Support at 44-45, citing Pacific Coast Flyers, Inc. v. County of San Diego, FAA Docket 

No. 16-04-08, 2005 WL 1900515, at *29 (Director's Determination, July 25, 2005), 

quoting Santa Monica Airport Association v. City of Santa Monica, FAA Docket 16-99-21 

^' In its Memorandum in Support (p. 17, n. 3), the City mistakenly stated that the ALP attached as City 

Exhibit 13 was not signed by the FAA. In fact. City Exhibit 13 is the approved ALP, as demonstrated by the 

FAA signamre, dated 10/25/2000, on p. 1 of City Exhibit 13. 

47 
(Final Decision and Order, Feb. 4, 2003) ("[A] sponsor is not required to develop any and 

all parcels of land in a manner consistent with the wishes of any one party, but rather may 

exercise [its] proprietary rights and powers to develop and administer the Airport's land in a 

manner consistent with the public's interest" and that "is exactly what the County is doing 

at CRQ consistent with its FAA-approved Airport Layout Plan."). 

It is the Complainant, not the City, that seeks to reverse the roles of the ALP and the 

development of airport facilities. The City has addressed Complainant's other arguments 

that it repeats in the Reply in the City's Memorandum in Support at pp. 18-20. 

Finally, although VJC/Receiver asserts that the City must follow the advice 

conveyed by outside counsel concerning grant assurance compliance (Reply at p. 11, n. 9), 

VJC/Receiver ignores the fact that outside counsel specifically advised the City that if the 

ALP depicted fiiture development on the site inconsistent with the development of hangars, 

the City would be under no obligation to approve the hangars on that site. Complainant's 

Exhibit 13 at p. 12-13. 

Vn. VJC/Receiver Has Not Sufficiently Stated Claims in its Complaint, and 

Its Reply Does Not Cure This Fundamental Defect 

Despite its recitation of the relevant Part 16 rule (Reply at 21), VJC/Receiver 

apparently believes that the Part 16 process involves the type of "notice pleading" that 

occurs in federal courts. It asserts that "VJC has provided notice of the relevant timeframe 

of the alleged violations, the events and underlying facts constituting the alleged violations, 

the relief sought, and a substantial documentary record, which is fiirther supplemented by 

the documents attached hereto." However, the "substantial documentary record" attached 

to the Complaint consists largely of irrelevant newspaper articles and emails relating to 

subjects such as potential appointments to various advisory boards and comments of one 

48 
City Council member, which are legally unrelated to the allegations of violations by the 

City contained in the Complaint. {See City's Memorandum in Support at p. 22-23). 

A. Complainant Does Not Dispute That It Has Failed To State a 

Sufficient Claim For An Alleged Violation of Assurance 5, 

Preserving Rights and Powers 

Complainant does not even attempt to rebut the City's assertion that it has failed to 

state a sufficient claim for a violation of Assurance 5. City Memorandum in Support at 32-

33. Thus, FAA should hold that the Complainant has abandoned this claim. Count II, 

(Complaint at p. 16), and FAA should dismiss it. 

B. Complainant Has Failed To State an Adequate Claim for 

Violation of Assurance 22, Unjust Discrimination 

VJC/Receiver asserts for the first time that the City is "discriminating against 'a 

kind or class of aeronautical activity' (medium-sized aircraft)" not only by preventing the 

VJC from constructing hangars on its leasehold but also "by taking affirmative steps to 

downgrade the Airport's ARC classification." Reply at 22.'^^ 

Even if the City were to downgrade the airport's ARC, which it has not done, the 

case cited by VJC/Receiver does not support its position, for two reasons. First, Santa 

Monica states that even if an airport has a certain ARC designation, it cannot prohibit 

operations of aircraft that exceed the specifications in that ARC designation. In the Matter 

of the City of Santa Monica, FAA Docket No. 16-02-08, 2009 WL 3176873, at *3 (Final 

Decision and Order, July 8, 2009). Second, although VJC/Receiver cites Santa Monica for 

*^ While this section responds to Complainant's failure to state a claim, it is worth noting that VJC/Receiver 

has provided no evidence that the City has taken affirmative steps to downgrade the Airport's ARC. At most, 

it has provided evidence of remarks by one Councilmember, which are not legally significant, as the City 

Council acts only as a collective body. See City Memorandum in Support at 22-23. 

49 
the proposition that an airport cannot ban classes of aircraft. Complainant has not asserted 

that the City has banned any aircraft from the Airport.'*^ 

As to the assertion that the City is discriminating against a '"kind or class of 

aeronautical activity' (medium sized aircraft)," such aircraft are not a kind or class of 

activity. Therefore, the alleged violation of Grant Assurance 22 is not properly pleaded. 

This is no mere semantic point, as there is no evidence provided by VJC/Receiver 

that such aircraft are not allowed to operate at the Airport (which is an activity) or do not, 

in fact operate at the Airport. The fact that the City has not allowed VJC to build additional 

hangars on its leasehold does not discriminate against this class of aircraft, and VJC has 

provided no evidence to support this contention. 

VJC/Receiver also asserts that the City "is also violating" Grant Assurance No. 

22(h) by applying unreasonable minimum conditions (in the form of City Council approval 

of proposed construction and requirement of a showing of financial capability) in a 

discriminatory fashion against the VJC .. .." Complainant has not identified, much less 

demonstrated, the alleged beneficiary of the supposed unjust discrimination benefits. 

Thus, Complainant has not properly stated or documented this claim pursuant to Part 16 

Rules. 

In its Reply and attached Exhibits, Complainant attempts to perfect its claim by, for 

the first time, identifying others whom it claims have received more favorable treatment 

than VJC. It is improper to offer argument and introduce evidence for the first time in a 

reply on an essential element of a claim. Under Part 16 Rules, the complainant must 

submit all argument and evidence on which it relies with its complaint. 14 C.F.R. § 16.23; 

*' Complainant has not provided any evidence that the City has banned aircraft and it cannot, because the City 

has not, in fact, banned any aircraft from the Airport. 

50 
See City Memorandum in Support at pp. 15-16. More importantly. Complainant does not 

show how these other entities are in the same class as VJC/Receiver, and thus should not 

have been treated differently. See discussion at pp. 36-39, above. 

Finally, Complainant makes the City's point by including in its list of those 

receiving preferential treatment VJC itself- which had been allowed to demolish and 

reconstruct other hangars as required by its lease, and make improvements to its FBO 

building without demonstrating financial capability to do so. Obviously, the City cannot 

have discriminated against VJC in favor of VJC. Thus, the unjust discrimination claim is 

not properly pleaded. Accordingly, Count IV (Complaint at pp. 17-19) should be 

dismissed. 

C. Complainant Has Failed To State A Cognizable Claim For 

Violation of Assurance 23, Exclusive Rights 

Complainant claims that the City has granted an exclusive right, but has not 

identified the entity to which the City has supposedly granted such right. As such, it has 

failed to state a cognizable claim. Jimsair, FAA Docket No. 16-06-08 at 24 

("Complainant provides no evidence the Authority has granted another airport tenant the 

exclusive right to offer any service the Complainant wants to provide while denying 

Complainant the same right."). 

VJC/Receiver asserts that the City has applied the Minimum Standards in a 

discriminatory manner against VJC, but fails to identify any entity that the City is 

discriminating in favor of As discussed above, the list of entities that supposedly did not 

have to demonstrate financial fitness cannot constitute the allegedly favored parties, 

because it includes VJC. A claim that the City discriminated against VJC in favor of VJC 

51 
- or granted VJC an exclusive right, to the detriment of VJC, is incomprehensible and is 

not properly pleaded. 

Complainant also states that the City has an obligation to prevent monopolistic 

behavior, but has not identified any entity or entities that have been able to establish 

monopolies or engage in monopolistic behavior as a result of the City's actions. 

"Evidence," first supplied with the Reply, that the City is operating and building thangars, does not show anti-competitive or monopolistic behavior (nor, of course, does 

"evidence" demonstrate that a claim was properly pleaded, in any event). First, as an 

airport proprietor, the City may exercise, but not grant an exclusive right, so any pleading 

relating to the City's own aeronautical activities cannot support a claim of the illegal 

granting of an exclusive right.'*'' Second, although the City operates and may build 

additional t-hangars, VJC seeks approval for box hangars, which are not the same as - and 

are targeted towards a different segment of aircraft than - t-hangars. 

Because Complainant has not properly pleaded a claim of Violation of Assurance 

23 (Exclusive Rights), Count V (Complaint at p. 19-20) should be dismissed. 

D. Complainant Has Failed To State A Claim Cognizable Under 

Part 16 For Violation of Assurance 1, Compliance with All Laws 

Complainant has alleged that the City's refusal to grant VJC/Receiver permission to 

build additional hangars on VJC's leasehold is an illegal restraint of trade in violation of 

federal antitrust law, and therefore a violation of Grant Assurance 1. In its Memorandum 

'*'' See City Memorandum in Support at p. 51, citing FAA Advisory Circular 150/5190-6 section 1.3(b)(1). 

http://www.faa.gov/airports/resources/advisory_circulars/media/150-5190-6/150_5190_6.pdfandye/1 Ctr., 

Inc. V. Naples Airport Auth., FAA Docket No. 16-04-03, at 16-18. See also, U.S. Aerospace, Inc. v. 

Millington Mun. Airport Auth., FAA Docket No. 16-98-06 at 23. ("[T]he owner of a public use airport may 

elect to provide any or all of the aeronautical services needed by the public at the airport. In fact, the statutory 

prohibition against exclusive rights does not apply to these owners and they may exercise but not grant the 

exclusive right to conduct any aeronautical activity."). 

52 
in Support, the City demonstrated that Complainant failed to state a claim that the City had 

violated Grant Assurance 1 for four independent reasons: (1) Grant Assurance 1 does not 

apply to federal antitrust laws; (2) even if Grant Assurance 1 applies, the City is immune 

under the antitrust state action immunity doctrine; (3) even if Grant assurance 1 applies and 

the City is not immune. Complainant has failed to articulate a claim under the antitrust 

laws; and, (4) even if VJC/Receiver could overcome all of those hurdles, it failed to set 

forth facts to support its claim. Memorandum in Support at p. 24-32. The Reply provides 

no legal or factual basis to support the validity of its claim under Grant Assurance 1. 

1. Part 16 Is Not The Proper Forum For Adjudication of An 

Alleged Violation of Federal Antitrust Laws By An Airport 

Proprietor. 

Grant Assurance 1 provides that the Airport Sponsor "will comply with all 

applicable Federal laws, regulations, executive orders, policies, guidelines, and 

requirements as they relate to the application, acceptance and use of Federal funds for this 

project including but not limited to the following: [list omitted]. . . ." Complainant's 

Exhibit 2 at p. 1 (emphasis added). On its face. Grant Assurance 1 requires that the federal 

law allegedly violated "relate to the application, acceptance and use of Federal funds" for a 

specific project. 

The Reply completely fails to demonstrate how any alleged violation of the antitrust 

laws as a result of the City's alleged refiisal to approve VJC/Receiver's purported hangar 

project is in any way related to the City's "application, acceptance and use of Federal 

funds" for any Airport project. Complainant's theory is that because the City has received 

federal funds, an allegation that the City has violated a federal law automatically falls 

53 
within the scope of Grant Assurance 1. Reply at 25. The Complainant is simply wrong, as 

the plain language of Grant Assurance 1 makes manifest. 

The only argument VJC/Receiver makes based on the language and purpose of 

Grant Assurance 1, is to claim that the list of statutes included in Grant Assurance 1 is nonexclusive. Under this strained theory, this means that the antitrust laws are implicitly 

included in the list of laws that could be subject to Grant Assurance 1. Of course, by this 

logic any violation of any federal law by any airport proprietor that accepted an AIP grant 

would constitute a violation of Grant Assurance 1. This is obviously overbroad. Critically, 

Complainant's theory simply ignores the plain language of Grant Assurance 1 that restricts 

the scope of Grant Assurance 1 to violations of law related to "the application, acceptance, 

and use of Federal funds for this project." That is, even if all federal laws are deemed 

added to the list, in order to properly plead a claim, the Complainant would have to state 

how the law related to federal funding for a project. Complainant has failed to do so, and 

Count I should be dismissed. 

If accepted, VJC/Receiver's theory would expand Grant Assurance 1 far beyond the 

antitrust laws; it would turn the Part 16 process into a forum to adjudicate any violation of 

any federal law, regulation, executive order, policy, guideline, or requirement by an airport 

proprietor. This would convert the FAA into the de facto enforcement agency for an 

almost limitless range of federal statutes, rules and orders issued by every federal agency, 

department, bureau or official that might apply to some aspect of an airport proprietor's 

54 
conduct. There is no support in Grant Assurance 1 for such a theory, nor is there a sound 

policy basis for the FAA to construe Grant Assurance 1 so broadly. "^^ 

The FAA itself has rejected this overbroad reading of Grant Assurance 1 in Boca 

Airport, Inc. v. Boca Raton Airport Authority, FAA Docket No. 16-04-02, 2004 WL 

5284751 (Final Decision and Order, November 29, 2004). VJC attempts to avoid this 

decision by trying to limit it to its specific facts and arguing that Boca Airport stands for 

the limited proposition that Grant Assurance 1 does not encompass criminal laws, but 

implicitiy encompasses every civil law, regulation, executive order, policy, guideline, or 

requirement. VJC Reply at 24-25. Although the specific issue Boca Airport did relate to 

an alleged violation of criminal law, the principle that the FAA relied upon in Boca Airport 

is equally applicable to civil laws like the Sherman Act. The FAA held that 

[t]he statutes Boca Aviation seeks to apply for the alleged violations of grant 

assurance 1 are simply not included in the list of FAA jurisdictional 

authority for a Part 16 proceeding, nor a requirement for any program or 

activity receiving Federal financial assistance. 

Boca Airport at 13. 

Similarly here, the Sherman Act is not included in the list of FAA jurisdictional 

authority for a Part 16 proceeding, nor is compliance with the Sherman Act a requirement 

for any program or activity receiving federal assistance. The mere fact that an entity that 

receives federal funds may also be potentially subject to other federal laws for conduct 

unrelated to its use and management of those federal funds does not bring those laws within 

the FAA's jurisdiction or the scope of Grant Assurance 1. 

As discussed below and in the City's Memorandum in Support at p. 24-32, moreover, antitrust claims are 

often highly complex and turn on economic, legal and business issues that are well beyond the traditional 

expertise of the FAA. More to the point, those issues bear no relationship to the application, acceptance, and 

use of federal grant funds. The federal courts, the Department of Justice and the FTC have successfully 

administered and adjudicated disputes under the antitrust laws for a century or so, and the FAA does not need 

to take on this new complex area of regulation. 

55 
Here, Complainant has failed to explain how the alleged violation of the Sherman 

Act relates to the City's application, acceptance or use of federal fiands for any project. 

Adjudication of antitrust claims is beyond the jurisdiction of a Part 16 proceeding pursuant 

to 14 C.F.R. § 16.1. Accordingly, Count 1 should be dismissed. 

2. Even If Complainant's Antitrust Claim Were Within Part 16's 

Jurisdiction. VJC Has Still Failed To State a Valid Claim 

Under The Sherman Act 

Even if VJC/Receiver's federal antitrust claim is deemed justiciable in a Part 16 

proceeding. Count I must still be dismissed because (1) the City is immune from suit under 

the state action immunity doctrine; and (2) Complainant has failed to establish any 

violation of any antitrust law. Despite the City's direct challenge that VJC/Receiver had 

failed to articulate with any precision what its antitrust theory is, and failed to provide any 

proof that could support any antitrust theory. Complainant fails to set out with the precision 

required under the antitrust laws the legal elements of its claim (in addition to failing to 

offer any new evidence to support its claim). The Reply consists of incorrect legal 

argument regarding the applicability of the state action immunity doctrine and the simple 

statement that VJC/Receiver is pursuing a claim under Section 2 of the Sherman Act. That 

is insufficient to meet Complainant's burden of proof in a Part 16 proceeding. 

First, the state action immunity doctrine generally shields from antitrust liability 

actions by state and local governments acting under the authority of state law. City of 

Columbia v. Omni Outdoor Advertising, Inc., 111 S.Ct. 1344, 1353 (1991) (quoting//oover 

V. Ronwin, 104 S.Ct. 1989, 1995 (1984)) ("any action that qualifies as state action is 'ipso 

facto' .. . exempt from the operation of the antitrust laws.") As the City demonstrated in 

its Memorandum in Support, Florida law specifically authorizes the City to lease land on 

56 
airports, to grant the privilege of a concession for airport uses and to adopt rules and 

regulations limiting the use of an airport. Fl. Stat. §§ 332.08(2)(a) & 332.08(3). 

Memorandum in Support at p. 26-29. Courts have determined that similar grants of 

authority have been sufficient to confer antitrust immunity on airport proprietors, as the 

City pointed out. Id. 

Complainant attempts to evade this principle by relying on an overly narrow 

construction of the state action immunity doctrine, arguing that delegations of authority that 

are "neutral" with respect to competitive impact and are mere delegations of operating 

authority are insufficient to confer immunity. Reply at 26. VJC/Receiver relies on Capital 

City Cab Serv., Inc. v. Susquehanna Reg'l Airport Auth., 470 F.Supp.2d 462 (M.D. Pa. 

2006), to support this argument. But the "neutral" rule does not mean that statute must 

expressly grant the authority to limit competition. The authorizing legislation must be 

specific enough that it is foreseeable that the exercise of that authority could limit 

competition, even if the statute is silent regarding the competitive impact of such actions. 

Omni Outdoor Advertising, 111 S.Ct. at 1350 (quoting Haillie v. Eau Claire, 105 S.Ct. 

1713,1718(1985)). 

Capital City Cab, cited by Complainant (Reply at 26), is not to the contrary. The 

issue there was whether the bald delegation of the power to enter into a contract was 

sufficient to immunize the airport proprietor's award of an exclusive contract for taxi cab 

service at the airport. Because the bare authority to enter into a contract did not suggest 

any particular type of contract, the court found that entering into an anticompetitive 

confract was not foreseeable. Therefore, the court found the airport was not entitled to 

immunity. 

57 
Here, in contrast, the City relies not just on the power to lease property at the 

airport, but on its power to adopt rules and regulations relating to the use of the Airport and 

to grant the privilege of concessions regarding the use of, and the provision of services at, 

the Airport. Fl. Stat. §§ 332.08(2)(a) & 332.08(3). ft is cleariy foreseeable that rules 

restricting the use of the Airport, or the granting of concessions to specific entities, could 

suppress competition. Under Omni Outdoor and the majority of cases addressing the issue, 

that is sufficient. See Memorandum in Support at 26-29. City Cab involved a more 

general grant of authority and is not controlling. Accordingly, Complainant has failed to 

show that the City is not entitled to immunity from its antitrust claims under the state action 

immunity doctrine."*^ 

Second, VJC/Receiver has still failed to articulate a viable antitrust claim or allege 

facts that could support any such claim. Complainant has attempted to overcome the 

inherent vagueness of its claim by stating for the first time that it is asserting a claim under 

Section 2 of the Sherman Act. Reply at 25. In order to prove a violation of Section 2 of 

the Sherman Act, VJC/Receiver would have to prove "(1) the possession of monopoly 

power in the relevant market and (2) the willfiil acquisition, maintenance or use of that 

power for anticompetitive or exclusionary purposes." Aspen Skiing Co. v. Aspen Highlands 

*^ Complainant also argues for the first time that because the City is a "market participant," it may not take 

advantage of the state action immunity doctrine. Reply at 26. However, the parameters of the so-called 

"market participant exception" have not been clearly articulated by the courts. Susquehanna Area Reg'l 

Airport Auth., 423 F.Supp.2d 472,482 n. 16 (M.D. Pa. 2006). What is clear, however, is that the applicabihty 

of the exception turns on whether the City acted in a governmental capacity, as opposed to a more 

commercial capacity as a market participant. Id. at 483. Here, the City was clearly acting in its governmental 

capacity by enforcing the Airport's Minimum Standards and other City ordinances. The allegations relevant 

to the Complainant's anti-trust claims involve actions of the City Council acting in public session and City 

officials acting in their official capacities. Complainant does not allege a single act of the City regarding the 

hangar project that could be considered commercial in nature. Even if one could credit VJC/Receiver's 

allegations that the City acted with a selfish or corrupt motive to gain a commercial advantage - which it 

most certainly did not - such allegations would be insufficient to convert the City's exercise of its 

governmental authority into the actions of a market participant. Id. at 483-84. 

58 
Skiing Corp, 472 U.S. 585, 598, 105 S.Ct. 2847, 2854 (1985). This requires a showing of 

specific intent to monopolize. Id. at 602, 105 S.Ct 2857. Moreover, to be improperly 

exclusionary, there must be evidence of how the action affected consumers and competition 

in general, not just its effect on VJC/Receiver. Id. at 605, 105 S.Ct. 2859. Cleariy, 

VJC/Receiver has not presented any evidence that could possibly support these elements. 

Nor does VJC respond to the City's arguments that the antitrust claims are unsupportable 

on the merits. City's Memorandum in Support at 29-32. 

At most. Complainant suggests that the City violated the antitrust laws by denying 

its box hangar project in order to promote a City monopoly on hangar services with a 

different type of hangar facility - t-hangars.''^ Reply at 24. But VJC/Receiver offers no 

proof that the City has obtained or could obtain a monopoly on hangars, that there are no 

other FBOs offering hangars or indeed that VJC itself could not provide hangar services 

with its existing hangars. There is simply no support for Complainant's broad assertions. 

Moreover, under federal law, an airport may exercise, but not grant, an exclusive right to 

provide aeronautical services."*^ Thus, even if the City had sought to monopolize the 

provision of hangars - which it did not - it is specifically authorized under federal law to 

do so. 

To the extent that VJC/Receiver asserts that the City intends to build t-hangars, such hangars provide 

storage facilities for different aircraft than VJC's proposed box hangars. To the extent that VJC/Receiver 

asserts that the City intends to build box hangars, this directly contradicts Complainant's claim that the City's 

denial of permission for VJC to build box hangars is based on a purported opposition by the City to the 

operation of larger aircraft that would be housed in such hangars. Reply at 5. VJC/Receiver's arguments 

simply do not hang together. 

^^ See City Memorandum in Support at p. 51, citing FAA Advisory Circular 150/5190-6 section 1.3(b)(1). 

http://vvTvw.faa.gov/airports/resources/advisory_circulars/media/150-5190-6/1505190_6.pdf and Jet 1 Ctr., 

Inc. V. Naples Airport Auth., FAA Docket No. 16-04-03, at 16-18. See also, U.S. Aerospace, Inc. v. 

Millington Mun. Airport Auth., FAA Docket No. 16-98-06 at 23. 

59 
In summary, the only new legal authority or factual support VJC has offered for its 

antitrust claim is its statement that it is pursuing a claim under Section 2 of the Sherman 

Act. But that bald assertion is insufficient; VJC must plead (and ultimately prove) specific 

elements to support that claim. It has failed to do so. Accordingly, even if VJC can 

overcome the jurisdictional and immunity bars to its claim. Count I should be dismissed. 

E. Complainant Lacks Standing and Fails To State a Proper Claim 

For Violation of Grant Assurance No. 19, Operations and 

Maintenance 

Although Complainant states that it "Has Stated a Claim For Violation of Grant 

Assurance No. 19" (Reply at 27), in fact, it stated no such claim in its Complaint. It 

generally alleged a violation of this assurance, but provided no information whatsoever -

much less any documentation - on how the City supposedly violated an assurance related 

to operation and maintenance of existing facilities. Under the Part 16 rules, complainants 

are required include all argument and evidence to support the allegations in their 

complaints. 14 C.F.R. § 16.23(b). VJC/Receiver failed to do so in this case, and its Count 

III, related to Assurance 19, should therefore be dismissed. 

In its Reply, Complainant identifies for the first time an issue that relates to the 

maintenance of existing facilities: the alleged "failure to maintain runway 04-22 in a safe 

and serviceable condition and in accordance with the minimum standards." Reply at 27 

(internal quotations omitted). Allowing complainants to put "placeholders" alleging 

violations of grant assurances, without more, in their complaints, and then perfecting their 

claims by describing the facts and circumstances relating to the allegation only in their 

60 
replies would turn the Part 16 process inside out, and FAA should not condone such sleight 

of hand in Part 16 pleadings."*^ 

1. Complainant Lacks Standing to Assert a Claim Related to the 

Deterioration of a Runway at the Airport. 

First, Complainant lacks standing to make this claim in a Part 16 case. Although it 

claims that "VJC is direcUy and adversely affected by the City's conduct because the 

runway dissuades potential clients of the VJC from using the airport" {id.). Complainant 

fails to provide any information to support this contention. The record is completely 

devoid of evidence of any such impact on prospective users. Moreover, as evidence of the 

supposedly poor runway condition, VJC/Receiver includes a 1998 report that was included 

in the September 2000 Master Plan. Complainant's Reply Exhibit 2 at p. 3 (Figure 2-1). 

What VJC fails to note, however, is that, since that report was issued, a different runway. 

Runway 13-31, was reconstructed with federal AIP grant participation. City Exhibit F 

(Documentation of AIP Grant for Reconstruction of Runway 13-31). The reconstructed 

runway was re-commissioned on December 5, 2006.^^^ City Exhibit G. At a length of 5000 

^^ Complainant asserts that matters addressed for the first time in its Reply may properly be considered by 

FAA, because the City will have an opportunity to respond. Reply at p. 1, n. 1. Complainant cites a previous 

FAA decision, which stated "For reasons of administrative efficiency, the FAA will generally consider issues 

raised for the first time in a reply only //the opposing party has had an oppormnity to respond." Aircraft 

Owners and Pilots Assoc. Members, v. City ofPompano Beach, FAA docket No. 16-04-01, 2005 WL 

3722717, *30 (emphasis added). Complainant reads this language to mean that FAA will allow a new issue 

to be raised in a Reply j/the other side has a chance to respond. 

However, "if does not mean "only if" "The phrase 'only if describes a necessary condition, not a 

sufficient condition... . [whereas t]he word 'if describes a sufficient condition." Township ofTinicum v. 

United States Department of Transportation, 2009 WL 2914488 (C.A.3) at *5-6. Here, Complainant 

included a general allegation of a violation of Assurance 19, but provided no specifics or evidence, despite 

the fact that the information cited in its Reply was clearly available at the time it filed the Complaint. 

Complainant does not provide any explanation or justification for not including the information with its 

Complaint. In these circumstances, FAA should not find the City's opportunity to respond to be sufficient to 

allow Complainant to attempt to perfect its claim in its Reply. 

^^ VJC was established in 2006, and its lease at the Airport was executed in May 2006. Complainant's 

Exhibit 3 at p. 1, 25. It is inconceivable that an FBO at the Airport would not know that Runway 13-31 had 

been reconstructed within 7 months after it signed its lease, or that the reconstructed runway could handle all 

61 
ft.,'' with load-bearing capacities of 30,000 lbs. (single wheel), 63,000 lbs. (double wheel), 

and 100,000 lbs. (dual tandem), this runway is capable of handling any aircraft that could 

operate on Runway 4-22,^^ if the latter were reconstructed. City Exhibit H. 

Given that the Airport does not handle a large volume of aircraft operations,^^ one 

runway is sufficient to handle all operations at the Airport with virtually no delays. Thus, 

there has been no limitation on "the amount and types of planes that can take off or land at 

the Airport," and "if potential clients of the VJC are dissuaded from utilizing the Airport" 

(Reply at 27), it is not because of the condition of Runway 4-22. 

Moreover, the runways at the Airport are intersecting runways {See Complainant's 

Reply Exhibit 2 at p. 3, City Exhibit 13 (ALP). Thus, the runways are not used 

simultaneously, so that one runway naturally handles all of the aircraft operations in any 

given period of time. Finally, given the performance characteristics of the jet traffic 

targeted by VJC, Runway 13-31 can handle all operations of such aircraft in the same wind 

conditions as Runway 4-22, i.e., virtually all of the time. Thus, Complainant has not, and 

of the operations of aircraft that would use that FBO's facilities. Moreover, if both runways at the Airport 

were in poor condition in 1998, and the failure to reconstruct both of them would lead to a "direct, adverse 

impact" on the FBO, it would be irrational for VJC to purchase the assets of the former FBO unless one of the 

primary runways would be reconstructed. 

In any event, VJC must have been well aware of the poor runway condition at the time it purchased 

the former FBO's assets and signed the lease with the City. Finally, Complainant relies on the declaration of 

a lawyer who says he was involved in representing Airport clients since I960 (Complainant's Reply Exhibit 3 

at 113), who purports to be familiar with construction projects at the airport from that time through the present 

{Id. at 1[5), and who claims to know the details of the allegedly proffered AIP funding that was not accepted, 

and the opening of construction bids in May 2007, for the proposed, but never implemented, reconstruction of 

Runway 4-22 (id. at ^ 8). It is inconceivable that this individual did not know that Runway 13-31 was 

reconstructed and commissioned five months earlier - yet VJC/Receiver did not include information on the 

reconstruction of runway 13-31 in its Reply. Instead, VJC/Receiver asserts that potential clients are 

dissuaded from operating at the Airport and using VJC's facilities. Reply at 27-28 

^' Runway 13-31 is 5,000 ft. and 150 ft. vdde. See City Exhibit 13 (ALP). 

" Runway 4-22 is 5,000 ft. and 150 ft. wide. Id. 

" Preliminary traffic data indicates that there were approximately 20,000 operations for the 6-month period 

from 3/1/09 to 8/31/09, an average of approximately 110 operations per day. City Exhibit I. 

62 
cannot, show how it is "directly and adversely affected" by the alleged failure to maintain 

runway 4-22 and therefore lacks standing to bring this claim. 

2. Even If It Had Standing, Complainant Fails To State a Proper 

Claim for A Violation Of Assurance 19. 

Complainant also fails to understand the actual obligation contained in Assurance 

19. This assurance requires airport sponsors to ensure that routine maintenance is provided 

for all aeronautical facilities, including runways, to keep them in a safe operating condition 

throughout their usefiil lives. The obligation not to "discontinue maintenance of a 

runway .. . remain[s] in force throughout the useful life of the facility, but no longer than 

20 years ... " Airport Compliance Manual, FAA Order 5190.6B (09/30/2009) at p. 7-2, 

t7.2.b. 

Complainant has not pleaded (and has not shown) that Runway 4-21 has been 

constructed, reconstructed, or rehabilitated within the past 20 years.^'* Thus, it has not 

pleaded or demonstrated that Assurance 19 is still in effect for Runway 4-22. As a result, 

there can be no violation of the Assurance, and Count III should be dismissed. 

Moreover, FAA has made it clear that "The federal obligation to maintain the 

airport does not extend to major rehabilitation of a facility that has become unusable due to 

normal and unpreventable deterioration or through acts of God" {id. at p. 7-6, T}7.7.a), and 

that "airport sponsor federal obligations do not include the complete resurfacing of a 

runway unless it is the result of obvious neglect of routine maintenance over time." Id. 

Thus, in asserting a violation of Assurance 19, Complainant only alleges that the 

City failed to undertake exactly the type of runway reconstruction project that FAA 

'^ Complainant cannot do so, because no such work has been done on Runway 4-21 within the past twenty 

years. See City Exhibit J (FAA list of AIP projects for the Airport). The only project shown within the past 

20 years for Runway 4-22 was a 2004 grant for Design Only for the rehabilitation of the runway. City 

Exhibit K. This project was closed out in 2007. Id. 

63 
explicitly states that an airport sponsor is not obligated to undertake under the Assurance. 

Complainant, therefore, has still failed to state a claim under Count III (Complaint at p. 16-

17), even after its inappropriate attempt to perfect the claim in its Reply. 

While "[fjailure to perform day-to-day airport maintenance .. . may have a 

cumulative effect resulting in major repairs and reconstruction that will fall under the 

sponsor's federal obligations" (Airport Compliance Manual at p. 7-6, ^ 1.1.d). 

Complainant has not asserted, and certainly has provided no evidence, that the City has not 

performed the type of routine maintenance on Runway 4-22 described in the Airport 

Compliance Manual as necessary to comply with Assurance 19. Simply put. 

Complainant's claim is that the runway was in poor condition in 1998 and the City has not 

reconstructed it since that time. This does not state a grant assurance violation, and Count 

III of the Complaint should be dismissed. 

Complainant asserts that the City "has allowed the dilapidation of runway 4-22, 

despite the fact that the City had previously requested funding to repair the runway and the 

request was granted." Reply at 27. Complainant asserts that "FAA allocated approximately 

$5 million to the City to re-construct the runway, but after the current City Council was 

elected, it decided to refiase the fianding and allow the runway to remain in poor condition." 

Id. VJC's position is somewhat remarkable in that the action of which VJC/Receiver 

complains (City's failure to use AIP funds to reconstruct the runway), would be 

perpetuated by the relief VJC/Receiver seeks (withholding of AIP grant funds from the 

City). Complaint at p. 21. 

It is also worth noting that Complainant's assertions and evidence with respect to 

the grant funding are incorrect. FAA never offered a $4.7 million grant to the City to 

64 
reconstruct Runway 4-22. The reason FAA did not do so was because FAA had not made 

a Runway Safety Area determination that demonstrated that Runway 4-22 would meet the 

FAA's enhanced runway safety area requirements. Compliance with such requirements is 

a prerequisite for AIP funding for a runway pavement project. In the Matter of Compliance 

with Federal Obligations by the City of Santa Monica, California, FAA Docket No. 16-02-

08, 2008 WL 6895776, at *23 (Director's Determination, May 27, 2008); In the Matter of 

the City of Santa Monica, FAA Docket No. 16-02-08, 2009 WL 3176873, at *5 (Final 

Decision and Order, July 8, 2009). Because FAA was able to make the required RSA 

determination with respect to Runway 13-31, the City decided to proceed with 

reconstruction of that runway first. 

Runway 13-31 safely handles all aircraft, and the pilots and passengers on board, 

that can use the Airport. The City has restricted the use of Runway 4-22 to aircraft below 

15,000 lbs. (single wheel) and 24,000 lbs. (dual wheel) (City Exhibit H), so the aircraft, and 

the pilots and passengers on board, who use that runway may do so safely, and the runway 

pavement is not overstressed. This conforms to FAA guidance. "If the airport pavement 

deteriorates and the sponsor is not prepared to strengthen the pavement, then the sponsor 

must limit the pavement's use to aircraft operations that will not overstress the pavement." 

Airport Compliance Manual at p.7-6, \l.l.h. 

Thus, contrary to the Complainant's assertions, the City is not disregarding the 

safety of pilots and passengers who utilize that runway. Instead, the City's actions promote 

the safety of all who use the Airport's runways. In fact, had the City not imposed a weight 

limit on Runway 4-22 under these circumstances, it could have jeopardized potential future 

AIP funding to reconstruct the runway. After noting the sponsor's obligation to limit 

65 
pavement's use to aircraft operations that will not overstress the pavement, FAA states that 

"Should failure occur because the sponsor failed to take timely corrective action after being 

advised of the pavement limitations, restoration of the failed pavement to a satisfactory 

condition may not be eligible for AIP funding." Id. 

The City was under no obligation to reconstruct Runway 13-31, yet it did so. It is 

not under an obligation to reconstruct Runway 4-22, yet it is hopeful it will be able to work 

out the RSA issues with the FAA and do so. In any event, all of the City's actions with 

respect to the runway pavement issues have been in full compliance with FAA guidance. 

Complainant has failed to state a claim of violation of Assurance 19 and failed to provide 

any evidence of any violation, and Count III of the Complaint should be dismissed. 

CONCLUSION 

VJC/Receiver seeks to avoid the facts and circumstances surrounding VJC's 

inception, initial and continuing funding, and Receivership in this proceeding, because they 

are so devastating to its case. But neither the City nor the FAA need address the hangar 

issue as a theoretical abstraction; it is a real world decision, in real - though highly unusual 

- circumstances. 

Simply put, there is no fundamental FAA or federal aviation interest served by 

forcing an airport to approve development of hangars so that an entity that was created out 

of illegally obtained fiands may have its value increased and be sold off at a premium, so 

that more money is taken off airport. 

For the reasons set forth above, and in the City's Answer, Motion to Dismiss, and 

Memorandum in Support, the Complaint should be dismissed. 

66 
th Respectfiilly submitted this 28'" day of October, 2009: 

Robert Anderson, Esq. 

City Attorney 

Hall & Anderson, P.A. 

1314 East Venice Ave., Suite E 

Venice, FL 34285 

Telephone: (941) 480-0999 

Facsimile: (941)480-1446 

Thomas Devine 

W. Eric Pilsk 

KAPLAN KIRSCH & ROCKWELL LLP 

1001 Connecticut Ave NW, Suite 905 

Washington, DC 20036 

Telephone: (202) 955-5600X568 

Facsimile: (202) 955-5616 

Arthur P. Berg 

KAPLAN KIRSCH & ROCKWELL LLP 

641 Lexington Ave. Suite 1409 

New York, NY 10022 

Telephone: (212) 328-9515 

Facsimile: (646)514-5440 

Counsel for Respondent City of Venice, FL 

67 
CERTIFICATE OF SERVICE 

I hereby certify that 1 have this day served the foregoing Respondent City of 

Venice, Florida's Rebuttal to Venice Jet Center's Reply, on the following persons at the 

following addresses by overnight Federal Express: 

Office of the Chief Counsel 

Attn: FAA Part 16 Airport Proceedings Docket, AGC-610 

Room 925 

Federal Aviation Administration 

800 Independence Avenue, S.W. 

Washington, DC 20591 

Original and 3 copies 

Gianluca Morello, Esq. 

Dominique Pearlman, Esq. 

Fowler White Boggs, P.A. 

501 E. Kennedy Blvd., Suite 1700 

Tampa, FL 33602 

Fax No. (813)229-8313 

One Copy 

Dated this 28'*' day of October, 2009 

Thomas R. Devine 

68 
UNITED STATES DEPARTMENT OF TRANSPORTION 

FEDERAL AVIATION ADMINISTRATION 

WASHINGTON, D.C. 

VENICE JET CENTER, LLC, 

Complainant, FAA Docket No. 16-09-05 

V. 

CITY OF VENICE, FL, 

Respondent. 

EXHIBIT LIST TO: 

RESPONDENT CITY OF VENICE, FLORIDA'S REBUTTAL TO VENICE JET 

CENTER'S REPLY 

(Exhibits A-K) 

Robert C. Anderson, Esq. 

City Attorney 

Hall & Anderson, P.A. 

1314 East Venice Ave., Suite E 

Venice, FL 34285 

Telephone: (941) 480-0999 

Facsimile: (941)480-1446 

Thomas R. Devine, Esq. 

W. Eric Pilsk, Esq. 

KAPLAN KIRSCH & ROCKWELL LLP 

1001 Connecticut Ave NW, Suite 905 

Washington, DC 20036 

Telephone: (202) 955-5600X568 

Facsimile: (202) 955-5616 

Arthur P. Berg, Esq. 

KAPLAN KIRSCH & ROCKWELL LLP 

641 Lexington Ave. Suite 1409 

New York, NY 10022 

Telephone: (212) 328-9515 

Facsimile: (646)514-5440 

Counsel for Respondent City of Venice, FL 
1 EXftNb. 

A 

B 

c 

D 

E 

F 

G 

H 

1 

J 

K 

DESCIUPTION 

Settlement Stipulation - Sunshine Act Lawsuit 

Asset Purchase Agreement 

Articles of Organization of Venice Jet Center, LLC 

Excerpt: Venice City Council Meeting: 1/13/09 

Draft Lease 

Documentation of AIP Grant for Reconstruction of Runway 13-31 

Documents Related to Recommissioning of Runway 13-31 

Load Bearing Capacity of Runways 

Preliminary Traffic Data - March - August 2009 

List of AIP Grants for Venice Municipal Airport 

Documentation of AIP Grant for Design Work for Rehabilitation of Runway 4-22 
Exhibit A 

IN THE CIRCUIT COURT OF THE TWELFTH JUDICL^.L CIRCUIT 

IN AND FOR SARASOTA COUNTY, FLORIDA 

CITIZENS FOR SUNSHINE, INC., a 

Florida not-for-profit corporation, and 

ANTHONY LORENZO, 

Plaintiffs, 

V. CASE NO.: 2008 CA 8108 SC 

CITY OF VENICE, et al.. 

Defendants. 

/ 

SETTLEMENT STIPULATION 

The Plaintiffs and the Defendants hereby stipulate and agree as follows for the purposes 

of settling all issues regarding this litigation: 

1. Defendants ED MARTIN, SUZANNE LANG, JOHN SIMMONDS, NICHOLAS 

CARLUCCI, ROBERT BARTANOWICZ, SUSAN BALSINGER, and FRED HAMMETT shall 

be dropped as parties to this action. 

2. The Defendant, CITY OF VENICE, acknowledges violations of Chapters 119 and 

286 of the Florida Statues, otherwise known as the Govemment-in-the-Sunshine-Law and the 

Public Records Act, as alleged in portions of the Corrected Fourth Amended Complaint. 

3. The Defendant, CITY OF VENICE, has taken all actions necessary to cure these 

violations, and therefore, no official actions need be voided ab initio. 

4. The Defendant, CITY OF VENICE, acknowledges the need to comply with 

Chapters 119 and 286 of the Florida Statutes, otherwise known as the Public Records Act and the 

Govemment-in-the-Sunshine-Law. 

5. The Defendant, CITY OF VENICE, shall conduct an annual mandatory training 

session for Councilmembers and the members of all city boards, commissions, conunittees and 

task forces regarding the Govemment-in-the-Sunshine-Law and the Public Records Act, 

including, but not limited to, the use of liaisons and the discouragement of the use of position 

papers. 

6. The Defendant. CITY OF VENICE, shall maintain an e-mail system that assigns a 

city e-mail account to each City Councilmember and to each member of a city board, 

commission, coirunittee or task force, and the Defendant, CITY OF VENICE, shall require each 
such member to use only his or her official city e-mail account when transacting ofHcial business 

and to otherwise comply with the City of Venice Information Technology Usage Policy. 

7. The City of Venice acknowledges that Plaintiffs are entitled to an award of 

attorneys fees and costs under both Chapter 119 and Chapter 286 of the Florida Stamtes, 

otherwise known as the Public Records Act and the Govemment-in-the-Sunshine Law, in an 

amount to be determined at an evidentiary hearing. 

8. The Parties agree to jointly request that the Court vacate all orders imposing 

sanctions previously entered in this matter. 

9. The Defendants withdraw all requests to tax or award attorneys fees and costs in 

this matter. 

10. This settlement is a full and final settlement of all issues regarding actions taken 

by the Defendant, CITY OF VENICE, its public officials, employees, agents, and 

representatives, and the Defendants. ED MARTIN, SUZANNE LANG, JOHN MOORE, JOHN 

SIMMONDS, NICHOLAS CARLUCCI, ROBERT BARTANOWICZ, SUSAN BALSINGER, 

PAUL HOLLO WELL, and FRED HAMMETT, through the date of the final judgment described 

in paragraph 11, whether such issues are raised in the Corrected Fourth Amended Complaint or 

not, and whether such issues are known or unknown to the Plaintiffs and their legal 

representatives. 

11. A final judgment shall be entered approving the terms and conditions of this 

settlement stipulation, dropping the Defendants ED MARTIN, SUZANNE LANG, JOHN 

SIMMONDS, NICHOLAS CARLUCCI, ROBERT BARTANOWICZ, SUSAN BALSINGER, 

and FRED HAMMETT as parties to this action, and directing the Plaintiffs and the Defendant, 

CITY OF VENICE, to comply v^rith the terms and conditions of the settlement stipulation and 

dismissing this action with prejudice. 

12. The Parties agree that the Court shall retain jurisdiction to enforce the terms and 

conditions of this settlement stipulation. 

ANDREA FLYNNfMOGENSEN, ESQUIRE 

Florida Bar #0549681 

200 South Washington Blvd., Suite 5 

Sarasota, FL 34236 

(941)955-1066 

ROBERT C. ANDERSON, ESQUIRE 

Florida Bar #310281 

HALL & ANDERSON, P.A. 

1314 East Venice Avenue, Suite E 

(941)480-0999 

Dated: 3 ll2^}o' Dated: 

^-y^-^- ^ 
feu^ 

MATTHEW A.XEISH 

Florida Bar No.: 0054014 

AMY LEIGH CARSTENSEN 

Florida Bar No.: 0022402 

CARLTON FIELDS, P.A. 

Corporate Center Three at International Plaza 

4221 West Boy Scout Blvd., Suite 1000 

Post Office Box 3239 (33601) 

Tampa, FL 33607-5736 

Tel.: 813.223.7000 

Dated: >/i//0? 
Exhibit B 

Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 1 of 12 

ASSET PURCHASE AGREEMENT 

Jf 

, 2005, between 

TRIPLE DIAMOND ENTERPRISES, LLC, a Honda Limited Liability Company, whose 

address is Post Office Box 1967, Nokomis, Florida, 34274 (herein the "Seller") and 

Arthur Nadel and/or permitted assigns, 1618 Main Street, Sarasota, FL 34236 (herein the 

"Buyer"). (Buyer and Seller herein are sometimes referred to as the "Parties") 

WHEREAS, Seller conducts a fixed based operation known as 'Triple Diamond 

Jet Center" located at 220 Airport Avenae and otherbttstnesses located at 460-Airport 

Avenue at the Vearce Airport, Venice, Florida (hereinafter collectively the "Business"); 

and 

WHEREAS, Seller desires to sell, and Buyer desires to purchase substantially all 

of the assets of the Business; 

NOW, THEREFORE, in consideration of the above recitals, and the muUial 

promises made herein, and in consideration of the representations, warranties, and 

covenants herein contained, Seller and Buyer hereby agree as follows: 

Section 1. Purchase and Sale 

1.1 Agreement to Sell and Purchase Assets. Subject to the terms and 

conditions ^z.'i forth in this Agreement, Seller shall sell, transfer, convey, and deliver to 

Buyer, and Buyer shall purchase, acquire and accept from Seller all of Seller's right, title 

and interest in and to the following assets: 

(a)^ The fixed base operation of the Business5*iPPPMlWBJRiBWWMft| 

f those certain Lease Agreements between Seller and The City of Venice, 

and those certain hangars, one with approxbnately 10,000 square feet, and the other 2,500 

square feet; 

(b) Work in Progress. AH of Seller's Work in Progress related to the Business 

existing at the time of the Closing Date; 

(c) Inventories. All of Seller's items held for resale in the Business, in each 

case wherever located includmg, without Umitation, aU items listed in Schedule 1.1(a); 

(d) Office and Other Equipment. All equipment relating to the Cockpit Cafe 

and fixed base operation, office furniture, office equipment, telephones, pagers, 

computers, computer peripherals, computer software, and office suppHes which are used 

in the Business mcluding, but not limited to, those items listed in Schedule 1.1(b); 

(e) Other Contracts. AU Seller contracts related to the assets sold herein 

including, but not limited to, the lease agreement with Hertz and other leases in force at 

the time of the execution of this Agreement; 

(1) Customer Records, Business Records. AU data and records related to the 

operations of the Business, including client and customer hsts, referral sources, service 

Page 1 of 12 

EXHIBIT C 

AU(3-5-a005 FRI 01:2aPM ID: PAGE:2 
Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 2 of 12 

and warranty records, equipment logs, financial and accounting records, advertising 

materials, correspondence and other similar documents and records and copies of all 

personnel records; 

(g) Trade Names. The trade name "Cockpit Cafe", and all title and interest in 

and to said trade name, and aU existmg telephone numbers, and telephone fistmgs relating 

to the Business; 

(h) Permits. All rights of Seller in or related to permits primarily related to 

the Business or one or more of the assets acquired, to the extent such rights may be 

lawfully transferred to Buyer or are necessary for operation of the Business; 

(i) Equipment Leases. Seller's interest in the leases of assets Usted in 

Schedule 1.1(c) and Seller's rights under any leases of assets not Usted in such Schedule 

which are used in the Business, including, but not limited to, the weather service lease; 

and 

(j) Other. AU other property uf Seller described in Schedule i. 1(d). 

1.2 Buyer's Option. Buyer shaU have the option, which shall be 

exercised on or before the end of the Due Dihgence period referred to hereinafter in 

Paragraph 2.1, to purchase the restaurant premises formerly knovra as the 44'*' Aero 

Squadron, located at 222 Airport Avenue, Venice, FL ("Restaurant Premises") for the 

additional consideration (exclusive of the Purchase Price set forth in Paragraph 1.4.1) of 

the sum of Five Hundred Thousand and No/100 Dollars ($500,000.00). 

13 Excluded Assets. Notwithstanding anything to the contrary contained in 

Paragr^h 1,1 or elsewhere in this Agreement, the foUowing assets (coUectively, the 

"Excluded Assets") are not part of the sale and piurchase contemplated hereunder and are 

excluded from the assets to be sold and shaU remain the property of SeUer after Closing: 

(a) Any and all airplanes owned by SeUer, Lacludiug log books for said 

airplanes, and aU parts for said airplanes. 

1.4 Purchase Price, 

1.4.1 The aggregate consideration for the Assets set forth in Paragraph 

1.1 (the "Purchase Price") shall be Two MiUion, Seven Hundred and Nmety Five 

Thousand and No/00 DoUars ($2,795,000.00), payable to the Seller as foUows: 

(a) An earnest money deposit in the sum of One Hundred Thousand DoUars 

($100,000.00) shaU be due and pajrabie contemporaneously with the execution of this 

Agreement, to be held in escrow by Dooley & Drake, P.A.; 

(b) On the Closuig Date, as set forth herein in Paragraph 1.8, the balance of 

the Purchase Price, Two MUUon, Six Hundred Ninety Five Thousand and No/00 DoUars 

($2,695,000.00) shaU be deUvered by Buyer to Seller, by cashier's check or immediately 

avaUable fiinds to the SeUer's bank account; 

Page 2 of 12 

flLK3-5-E005 FRI 01:a8PM ID: PAGE:3 
Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 3 of 12 

1.4.2 In the event Buyer exercises the option to purchase the Restaurant 

Premises in accordance with Paragraph 1.2, on the Clostug Date, an additional Five 

Hundred Thousand and No/100 DoUais ($500,000.00) shaU be deUvered by Buyer to 

Seller, by cashier's check or immediately available funds to the Seller's bank account. 

1.5 Assumption of Liabilities. Buyer shall not assume or discharge or be 

hable for any debts, UabUifies, or obUgations of SeUer, including, with out Umitation: (a) 

any UabiUties or obUgaUons of SeUer to creditors or shareholders as such or as creditors; 

(b) any UabiUties or obUgations of SeUer with respect to transactions occurring after the 

Closing; (c) any obUgation of SeUer with respect to income tax or other tax measured on 

income incurred or arismg out of the sale of the Assets; (d) any contmgent UabiUties or 

obUgations of SeUer. Furthermore, prior to or at closmg, SeUer shall retain, or otherwise 

satisfy the foUowing UabiUties: 

(a) Trade Payable. Any trade account payable arising in the Business that 

remains unpaid as of the Closing Date. 

(b) Employee Benefits. Any UabiUty to Seller's employees for accrued bonus, 

vacation hours, sick pay and accmed benefits under any other existiug employee benefit 

plan. 

(c) Warranties to Customers. Any UabiUties for warranties given by SeUer to 

its customers in the ordinary course of business prior to the Closing Date. 

(d) Customer Contracts. Any UabiUty to SeUer's customers incmred under 

any contract described in Schedule 1.4 (e). 

(e) All local and state taxes on the Business and operations of SeUer shall be 

paid and current as of closing. 

1.6 Allocation of Purchase Price. The Parties agree to aUocate the Purchase 

Price among the acquired assets in accordance with the aUocation set forth in Schedule 

1.6, The Parties shaU consistentiy foUow such aUocation for aU tax purposes and in aU 

filings, declarations and reports with the Internal Revenue Service, including the reports 

required to be filed under Section 1060 of the Internal Revenue Code of 1986, as 

amended. In any proceeding related to the determination of any tax, neither Buyer nor 

SeUer shaU contend or represent that such aUocation is not a correct aUocation. 

1.7 Sales and Transfer Taxes and Fees. AU appUcable sales, transfer, 

documentary, use, filing, and other taxes and fees that may be due or payable as a result 

of the conveyance, assignment, transfer, or deUvery of the Assets as provided herein 

whether levied on Buyer or SeUer shall be home by Buyer. 

1.8 Closing, The purchase and sale provided for in this Agreement (the 

"Closing") shaU take place at the offices of Dooley & Drake, P.A.. upon the approval of 

the assigiunent of the leases from The City of Venice (which approval shaU be a 

condition to such closing), and within thirty (30) days firom the expiration of the Due 

Dihgence Period referred to hereinafter in Paragraph 2.1 (unless terminated by Buyer), or 

such other date as the SeUer and Buyer may mutmdly determine (the "Closing Date"), 

Page 3 of 12 

( ^ 

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1.9 Closing ObUgations. In addition to any other documents to be deUvered 

under other provisions of this Agreement, at Closing: 

(a) SeUer shaU deliver to Buyer: 

(i) a biU of sale for aU of the Assets that are tangible personal 

property (the "BUI of Sale" executed by Seller); 

(ii) an assignment of aU of the assets that are intangible personal 

property; 

(iii) assignments of aU iatellectual property assets, if any; 

(iv) Such other deeds, biUs of sales, assignments, certificate of title, 

documents and other instruments of transfer and conveyance as 

may reasonably be requested by Buyer, each in form and 

substance satisfactory to Buyer and its legal counsel and 

executed by SeUer; 

(v) Assignment of the lease agreement with the City of Venice for 

±e premises at 400 Airport Avenue and 220 Venice Aycnue, 

Venice, Florida 34285, executed by SeUer; and, 

(vi) A certificate executed by SeUer as to the accuracy of the 

representations and warranties as of die date of this Agreement 

and as of the Closing in accordance with Paragraph 8.1 and as to 

its compliance with and performance of their covenants and 

obUgations to be performed or compUed with at or before 

Closing in accordance with Section 5. 

(b) Buyer shaU deUver to Seller: 

(i) The remaining balance of the Purchase Price in the sum of Two 

MiUion, Six Hundred Ninety Five Thousand and No/OO Dollars 

($2,695,000.00) by cashier's check or immediately avaUable 

funds; and 

(ii) In the event Buyer shall have exercised the option to purchase 

the Restaurant Premises in accordance with Paragraph 1.2, Five 

Hundred Thousand and No/100 DoUars ($500,000.00) by 

cashier's check or immediately avaUable funds. 

1.10 Prorations. Tangible personal property taxes on the equipment included 

in the Assets shaU be prorated between SeUer and Buyer as of the Closing Date. 

Section 2. Inspections 

2,1 Due Diligence. There shaU be a Due DiUgcnce Period beginning on 

die execution date of this Agreement and ending on the date that is sixty (60) days 

thereafter. During the Due Dihgence Period, Seller shaU provide Buyer with aU 

reasonable access to the books and records of the business (defined as Operating 

Statements, leases, service contracts, tifle insurance poUcies and/or surveys), and any and 

Page 4 of 12 

fflJ(3-5-E005 FRI 01:34PM ID: PflGF:3 

(2^ 
Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 5 of 12 

aU documentation related thereto, as weU as physical access to the premises during 

ordinary business hours. 

2.2 AS-IS. EXCEPT FOR THE WARRANTIES SET FORTH D^ THIS 

AGREEMENT THE DvlPROVEMBNTS AND PERSONAL PROPERTY ARE BEING 

SOLD AND PURCHASED JN THEIR EXISTING "AS-IS" CONDITION, WITH ALL 

DEFECTS AND FAULTS AND WITHOUT ANY WARRANTY. EXPRESS OR 

IMPLIED, AS TO MERCHANTABILITY, HTNESS OR USE FOR A PARTICULAR 

PURCHASE. OR WORKMANSHff. 

Section 3. Representations and Warranties of Seller. 

Seller hereby represents and warrants to Buyer as foUows: 

3.1 Organization and Good Standing. Triple Diamond Enterprises, LLC, is 

duly organized, vaUdly existing and in good standing under the laws of the State of 

Rorida and has all requisite power and authority to carry on its business as it is presently 

conducted. Triple Diamond Enterprises, LLC, has no subsidiaries and, further, has no 

direct or indirect interest, either by way of stock ownership or otherwise, in any other 

form, corporation, association, or business. 

3.2. Authority. Triple Diamond Enterprises, LLC, has all requisite power and 

authority under appUcable corporate law to execute and deliver this Agreement and to 

perform the transactions contemplated hereby. The execution and deUvery of this 

Agreement and the consummation of the transactions contemplated hereby have been 

duly authorized by Paul E. Hostetler, managing member or Triple Diamond Enterprises, 

LLC, and no other approval is necessary for the execution, deUvery and performance of 

this Agreement. This Agreement constitutes a legal, vaUd and binding obUgation of 

SeUer, enforceable against SeUer in accordance with its terms. 

3.3 Managing Member. Paul E, Hostetier, is the managing member of 

Triple Diamond Enterprises, LLC, 

3.4 No Conflicts, The execution and deUvery of this Agreement by SeUer 

and the consummation of the transactions contemplated hereby do not and wUl not: (a) 

require SeUer to file any notice with or obtain any consent, approval, authorization or 

exemption firom any governmental agency or private person, (b) violate any appUcable 

legal requhement or order, or (c) constitote a default or breach under any contract to 

which SeUer is a party or by which SeUer or any of the purchased assets are bound. 

3.5 Title to the Assets. SeUer has good and marketable tide to the Assets and 

the Businesses bemg sold to Buyer pursuant to this Agreement and aU of the Assets and 

the Businesses wUl be fi«e and clear of aU Uens and encumbrances, except for tangible 

personal property taxes for 2005, at closing. The furniture, fixhares, and equipment arc in 

good condition and repair except for reasonable wear and tear. 

3.6 Compliance with Law and Other Instruments. The Seller is not in 

violation of any term or provision of any charter, bylaw, mortgage, indenture, contract, 

agreement, instmment, judgment, decree, order, statote, rule or regulation, and the 

Page 5 of 12 

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execution and deUvery of any performance and compUance with this Agreement wUl not 

result m the violation of, or be in conflict with, or constimte a default under, any such 

term or provision or result in the creation of any mortgage, lien, encumbrance, or charge 

upon any of die properties or assets of any SeUer pursuant to any such term or provision 

3.7 Taxes. SeUer has properly completed and fUed, witiiin the time and m the 

manner prescribed by law, aU local and state required tax returns and other documents 

required to be fUed in respect to the Businesses, and aU such returns and other documents 

are tme, correct and complete in aU material respects. Seller has, within the time and in 

the manner prescribed by law, paid aU taxes that are due and payable. If required, SeUer 

has established reserves on its books that are adequate for the payment of all taxes not yet 

due and payable or that are being contested in good faith. There are no encumbrances or 

Uens on any of the Assets that arose on connection with any faUure (or aUeged faUure) to 

pay any tax. and SeUer has no knowledge of any basis for assertion of any claims 

attributable to taxes which, if adversely determined, would resxUt iu any such 

encumbrance or Uens. 

3.8 Insurance. SeUer maintains such poUcics of insurance covering the 

Assets, including coverage for personal UabUity and other coverage as SeUer beUeves are 

adequate for the conduct of the Businesses in accordance with the Businesses past 

practice. Such insurance is sufficient to comply with aU appUcable legal requirements and 

all agreements to which Seller is a party. AU such poUcies are in fuU force and effect and 

the premiums have been paid when due. There are no claims, actions, suits or 

proceedings arising out of or based upon any of such poUcies of insurance and, to the 

knowledge of SeUer, no reasonable basis for any such claim, action, suit or proceeding 

exists. SeUer is not in default with respect to any provisions contained in any such 

insurance poUcies and, to the knowledge of SeUer has not faUed to give any notice or 

present any material claim under any such insurance poUcy in due and timely fashion. 

3.9 Representations True and Correct. No representation or warranty made 

by SeUer in this Agreement (including any Schedule or Exhibit hereto), or in any 

docimient deUvered in accordance with this Agreement, contains or wiU contain any 

unCrue statement of a material fact or omits or wiU omit to state any material fact (of 

which any SeUer has knowledge or notice) necessary to make the statements contained 

herein or therein not misleaduig. 

Section 4. Representations and Warranties of Buyer. 

Buyer represents and warrants to SeUer that: 

. 4.1 Organization, Good Standing, Buyer's permitted assignee is a 

l^-i''Cl' T^^^y organized, vaUdly existing and in good standing under 

the laws of the State of /^.,^rU-/^ . which has all requisite power and authority to 

own, lease and operate its properties and assets and to conduct the businesses as currentiy 

conducted. 

4.2 Authority. Buyer has aU requisite power and authority imder appUcable 

corporate law to execute and deUver this Agreement and to perform the transactions 

contemplated hereby. The execution and deUvery of this Agreement and the 

Page 6 of 12 

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consummation of the transactions contemplated hereby have been duly authorized by aU 

requisite membership action on the part of Buyer, and no other approval on the part of 

Buyer is necessary under applicable law for the execution, deUvery and performance of 

this Agreement. This Agreement constitutes a legal, valid and binding obUgation of 

Buyer, enforceable agamst Buyer in accordance with its terms. 

4.3 No ConfUcts. The execution and deUvery of this Agreement by Buyer and 

the consummation of the transactions contemplated hereby do not and wUl not: (a) 

require Buyer to file any notice with or obtain any consent, approval, authorization or 

exemption from any person, (b) violate any court order, judgment, law, rule or regulation 

or (c) constitute a default or breach under any contract to which Buyer is a party or by 

which it or any of its properties are bound. 

4.4 Representations True and Correct, No representation or warranty made 

by Buyer in this Agreement (iucluding any Schedule or Exhibit hereto), or in any 

document deUvered in accordance with this Agreement, contains or wiU contain any 

untrue statement of a material fact or omits or wUl omit to state any material fact (of 

which any Buyer has knowledge or notice) necessary to make the statements contained 

herein or therein not misleading. 

Section 5. Covenants of SeUer Prior to Closing.. 

5.1 Conduct of the Business, Except as otherwise contemplated by this 

Agreement pending the Closmg; 

(a) SeUer wiU conduct and carry on die Business m the ordinary and regular 

course consistent with past practice except tiiat SeUer shaU be permitted to use SeUer's 

best efforts to coUect aU accounts receivables arising prior to the Closing. 

(b) Seller wiU use its reasonable efforts to preserve the Assets (except as 

provided in Paragraph 5.1(a) above and it being understood that SeUer wiU bear the risk 

of any loss, damage or destruction of the Assets until the Closing), the Business and 

SeUer's relationships with employees, customers, suppUers and others haviag business 

relationships with the Business. 

(c) SeUer wiU not seU, lease, mortgage, pledge or otherwise dispose of any 

material amount of the Assets (other than the Excluded Assets) used in connection with 

the Business, except the items disposed of are replaced with similar items or arc no 

longer needed for the operation of the Business. 

(d) SeUer wiU not enter into, or become obUgated under, any contract or 

indebtedness with respect to the Business, except in the ordinary course of business or as 

contemplated by this Agreement. 

(e) SeUer wiU not change, amend, terminate or otherwise modify any contract 

included in the Assets. 

(f) SeUer wiU use aU reasonable efforts to maintain in fuU force and effect 

poUcies of insurance of the same type, character and coverage as the poUcies of msurance 

Page 7 of 12 

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witii respect to the Business in effect on the date of tiiis Agreement and wiU give Buyer 

prompt written notice of any and aU changes that may occur between the date hereof and 

the Closing with respect to the insurance coverages thereunder, provided that SeUer wUl 

not be obUgated to maintain any msurance with respect to the Purchased Properties or tiie 

Business after the Closiag. 

5.2 SeUer's Best Efforts. SeUer shaU use its best efforts to cause all of the 

conditions to SeUer's obUgation to consummate the Closing to be satisfied, and in any 

case wiU not intentionaUy take any action, or intentionaUy bring about any circumstance, 

which would prevent such a condition from being satisfied. 

Section 6. Covenants of Buyer Prior to Closmg 

6.1 Completion of Due Dihgence. Buyer shall have timely completed 

its due diUgence of the Business, provided that SeUer shaU have compUed with the terms 

of the Due DUigence Period. Thereafter, if Buyer has not tenmnated the agreement, it 

acknowledges that it wUl have had fuU access to aU relevant information with respect to 

the finances and operations of the Business and has had an opportunity to consult with 

such experts as it deemed appropriate under the circumstances. Buyer further 

acknowledges that, based upon its due dUigence, it is in a position to make a prudent 

judgment concerning the purchase of the Assets and that SeUer makes no representations, 

warranties or guaranties, expressed or impUed, with respect to the continued success of 

the Businesses. 

6.2 ConfidentiaUty. All data and information received by Buyer pursuant to 

Section 4, as weU as aU information and data heretofore furnished to Buyer ia connection 

with this transaction, wUl be held in confidence by Buyer, and Buyer will not directiy or 

indirdstiy (a) reveal, report, pubUsh, disclose or transfer any of the confidential 

inforr lation obtained from SeUer, including without limitation the names and addresses 

of Se] ler's customers, to others (other than counsel, accountants and other representatives 

of Buyer engaged in connection with this transaction, who wUl be subject to tiie 

provisions of this Paragraph 6.2 or (b) use such information for any purpose (including 

without limitation to soUcit any customers of SeUer) other than in connection with this 

transaction, except with written permission of SeUer. 

6J Buyer's Best Efforts. Buyer shaU use its best efforts to cause aU of the 

conditions to Buyer's obUgation to consummate the Closing to be satisfied, and m any 

case shaU not intentionaUy take any action, or intentionaUy bring about any circumstance, 

which would prevent such a condition from being satisfied. 

Section?. Termination 

7.1 At any time durmg the Due DiUgence Period, Buyer may give written 

notice of termination of this agreement as provided in Paragraph 9.4(a), for any or no 

reason, and the escrow agent designated herein shaU prompUy refund to Buyer the 

Earnest money deposit in accordance with Paragraph 1.4.1(a). 

7.2 Except as otherwise agreed in writing by the parties, if any condition to 

die Qosing set forth in Section 8 is not satisfied by the Closing Date, then at any time 

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thereafter SeUer may terminate this Agreement by giving written notice of termination to 

die other party, provided such terminating party is not in material default imder this 

Agreement. TTie foregoing right of termination wiU be in addition to, and not in Ueu of, 

any other rights and remedies avaUable under this Agreement or under appUcable law 

with respect to any breach by the non-terminating party. In the event termination of this 

Agreement by Seller is atuibuiable to Buyer's failure to perform its obUgations Seller 

shaU be entitied to keep the eaniest money deposit held in escrow pursuant to the Escrow 

Agreement. Except as otherwise provided in this paragraph, termination of this 

Agreement wiU terminate aU of the parties' rights and obligations hereunder, other than 

the provisions of Paragraphs 6.2 and 9.1, which wiU remain in efiect. 

Section 8. Conditions to Closing. 

8.1 Conditions Precedent to Buyer's Obligation to Close. Buyer's obUgation 

to purchase the Assets and to take the other actions required to be taken by Buyer at the 

Closing is subject to the satisfaction at or before the Closing, of each of the following 

conditions (any of which may be waived by Buyer in whole or in part: 

(a) Representations and Warranties. The representations and warranties of 

SeUer contained in Section 3 shaU have been true in all material respects as of the date of 

tiiis Agreement and shaU be tme in aU material respects as of the Closing as though made 

as of the Closing. 

(b) Performance. SeUer shaU have performed and compUed in aU material 

respects with aU covenants required by this Agreement to be performed or complied with 

by SeUer or the Owner at or before the Closuig. 

8.2 Conditions Precedent to SeUer's Obligation to Close. SeUer's obUgation 

to seU the Assets and to take the other actions required to be taken by SeUer at the 

Closing is subject to the satisfaction at or before the Closing, of each of the foUowing 

conditions (any of which may be waived by Buyer in whole or m part): 

(a) Representations and Warranties. The representations and warranties of 

Buyer contained in Section 4 shall have been true in aU material respects as of the date of 

this Agreement and shall be tme in all material respects as of the Closing as though made 

as of the Qosing. 

(b) Performance. Buyer shaU have performed and compUed in aU material 

respects with all covenants required to be performed or compUed with by it on or prior to 

the Closing. 

Section 9. Obligations After the Closuig. 

Except as otherwise provided in the Agreement, Uie Parties agree to die following 

additional covenants which shaU survive the Qosing 

9.1 Survival of Representations and Warranties, The representations and 

warranties made by the parties in this Agreement or any certificate deUvered pursuant to 

this Agreement wUl survive the Closing. 

Page 9 of 12 

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Section 10. IVGsceUaneous. 

10.1 Parties Bound. Buyer may not assign tiiis Agreement witiiout the 

prior written consent of the SeUer, and any such prohibited assignment shaU be void; 

provided, however, that Buyer may, without the prior written consent of Seller, assign 

this Agreement at or before die Qosmg to any entity whoUy owned by Arthur Nadel, 

provided however, any assignment of th? Agreement shaU not reUeve Buyer of Buyer's 

UabiUty hereunder. Subject to the foregoing, this Agreement shaU be binding upon and 

inture to the benefit of the respective legal representatives, successors, permitted assigns, 

hens, and devisees of the parties. < 

10.2 Costs and Expenses. Whether or not the transactions contemplated by this 

Agreement are consummated. Buyer wUl pay its own expenses, and SeUer wiU pay its 

own expenses, in connection with the negotiation, execution, deUvery and performance of 

this Agreement, including without limitation the expenses of its counsel, accountants and 

other experts. 

103 Other Agreements Superseded; Waiver and Modification, Etc. This 

Agreement supersedes all prior agreements or understandings, written or oral, among any 

of the parties relating to the subject matter hereof, and together widi the agreements 

contemplated hereby incorporates the entire understanding of the parties with respect to 

such subject matter. This Agreement may be amended, supplemented or waived only by a 

written instrument signed by the parties. 

10.4 Recovery of Litigation Costs. If any legal action or any arbitration or 

other proceeding is brought for the enforcement of this Agreement, or because of an 

aUeged dispute, breach, default or misrepresentation in connection with any provision of 

this Agreement, the successfiil or prevailing party shall be entitied to recover reasonable 

attorneys' fees and other costs incurred in that action or proceeding, in addition to any 

other relief to which it may be entitled. 

10 J Notices. Any notice under or relating to this Agreement shaU be given in 

writing and shaU be deemed sufficientiy given and served for aU purposes when 

personaUy deUvered 2 business days after a writing is deposited in the United States maU, 

certified, first class postage or other charges prepaid and registered, addressed as foUows; 

(a) If to Buyer 

Arthur Nadel 

1618 Mam Street 

Sarasota, FL 34236 

(b) If to Seller: 

James G. Beach, Jr. 

Post Office Box 1967 

Nokomis, Florida 34274 

Page 10 of 12 

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Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 11 of 12 

10.6 Governing Law and Venue. This Agreement shaU be construed in 

accordance with and governed by the laws of the State of Horida. Venue for any action 

undertaken to enforce the terms and conditions of this Agreement or any dispute arising 

out of the consummation of this Agreement shaU be brought solely in the Circuit or 

County Courts in and for Sarasota County, Florida 

10.7 Parties in Interest. Nothing in this Agreement, express or impUed, is 

intended to confer any rights or remedies under or by reason of this Agreement on any 

person other than the parties to it and theh respective permitted successors and assigns, 

nor is anything in this Agreement intended to reUeve or discharge any obUgation of any 

third person to any party hereto or give any third Person any right of subrogation or 

action over against any party hereto. 

10.8 Fair Construction. This Agreement has been negotiated and prepared 

jointiy by aU parties, and shaU not be construed for or against any party but shall be given 

a fair and reasonable constmction in accordance with the intention of the parties. 

10.9 Captions, References, Date. The section headings in this Agreement are 

provided for convenient reference only and are not to be considered in the interpretation 

of this Agreement. AU references herein to Sections, Schedules, etc. refer to the 

designated Section, Schedule, etc. of this Agreement. 

10.10 SeverabiUty, In the event that any of the provisions contained in this 

Agreement shaU, for any reason, be declared or held to be unreasonable, imlawful, 

tmenforceable or otherwise invaUd in any respect, such term or provision shaU be deemed 

modified to the extent necessary to make it enforceable, and in no event shaU such 

declaration or holding affect the vaUdity of any other provision of this Agreement, aU of 

which provisions shaU continue in effect in accordance with their terms, 

10.11 Counterparts. This Agreement may be executed m any number of 

counterparts or using separate signature pages. Bach such executed counterpart and each 

counterpart to which such signature pages are attached wiU be deemed to be an original 

instrument, and aU such counterparts together wUl constitute one and the same 

instrument. 

10.12 Gender. AU personal pronouns used in this Agreement shaU include the 

other genders whether used in the masculine or feminine or neuter gender, and the 

singular shaU include the plural whenever and as often as may be appropriate. 

THIS SPACE USfTENTIONALLY LEFT BLANK 

Page 11 of 12 

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Case 8:09-cv-00087-RAL-TBM Document 16-4 Filed 01/26/2009 Page 12 of 12 

10.13 Exhibits. Any exhibits or schedules attached to this Agreement are 

specifically incorporated herein by reference as if the same were fully set forth herein. 

IN WITNESS WHEREOF, the parties have executed or caused tiiese presents to be 

executed this Q ^ day of QytyiA-^fi^ y^2Q05. 

SELLER BUYER 

^ 

TRIPLE DIAMO: 

By: PAULHOS' 

As: Managing M( 

A^/^ U^AL^UUIJ^^ 

:RPRISES. LLC ARTHUR NADEL 

Page 12 of 12 

flUG-5-2005 FRI 01:41PM ID: PAGE:11 
Case 8:09-cv-00087-RAL-TBTs4 Document 16-5 Filed 01/26/2009 Page 1 of 6. 

iKo% ooooouioy 

(Requestor's Name) 

(Address) 

(Address) 

(City/State/Zipff'hone #) 

(~1 PICK-UP Q WAIT Q MAIL 

(Business Entity Name) 

(Document Number) 

Certified Copies. Certificates of Status 

Special Instructions to Filing Officer: 

f^' LUNT 

EXAMINER 

Office Use Only 

200119559192 

•vN'a 't^\ ^ 

• O CO 

C/>33 I 

r-O i 

S^-* CO 

5> CJl 

o 

EXHIBIT D 
Exhibit C 

Case 8:09-cv-00087-RAL-TBM Document 16-3 Filed 01/26/2009 Page 2 of 7 

p,P^~iB-2006 14'B2 . NORTON HflWERSLEY ^' ^ 

_H060001035_413 _ . ^ . 

ARTICI.BS OF ORGANISATION 

OF 

VENICE iXBlT CENTER, LLC 

The undersigne d person/ actin g a s t:he organize r of VENICE JE^ 

CENTER, LLC, vuider th e Floridia Iiimitad Liabilit y Company Act, 

Chapte r 608, Florid a Statutes/ adopts th e iollowitvg Artiole s of 

OrgaA/lzatlon: ><.-. <=> 

The name of this limite d liabilit y company is ; y'.r ao |— 

V6NICB JET CENTERr LLC -r-- =c ' ' 

'=^~.i to 

iUlTICLE H - CCaffldEHCEMRKT M P PgRATIOH QF EXISTEHG&^ri — 

The existenc e of th e cpaipany wil l commence on th « daize thas e 

Article s of Organizatio n ar e file d wit h th « Florid a Department of 

Stftte , And th.0 existenc e of th e c^ozopatiy shal l b« perpetual * 

ARTICLE II I " pgaPQSE 

Tb» company may transac t any o r al l lawful businta s fo r which 

a littiltcd liabilit y company may be organize d unda r th e Florid a 

Limited Liabilit y Company Act. 

ARTICLE IV - INITIAL KEOISrERED AgSNT JUTO OFFICE 

The fitraat address of th e initia l registere d offic 6 of th e 

Gojopxtiy i e 1618 Main Street / Sarasota , FL 34236, wad th e name of 

t h e company's initia l registere d agen t a t tha t address i s ARTHUS. 

t9AD£I/. 

i 

H060001035413 
Case 8:09-cv-00087-RAL-TBM Document 16-3 Filed 01/26/2009 Page 3 of 7 

t-10-200S 14:03 

P PS 

ftPR'-10-200S 14:03 . NORTON HfiM^ERSLEY "^'^ 

ARTICLE V - PLACE OF BUSINESS 

The tnailing address and the street address of the principal 

office of the company is 1618 Main Street/ Sarasota, FL 34236. 

flRTICLS VI - ADKISSION OF ADDITIONAL MEMBERS 

The right of the members to adait additional members and tiie 

terms and conditions of the admissions shall be restricted solely 

to those nieiabers approved by the written consent of a majority in 

interest of the then-existing taewbers and upon such terms and 

conditions as shall be set: forth in its regulations. 

ARTICLE VII - MANAgEMEN? BY MEMBERS 

• "• •ii"i • • I • • m, m wm t ^^S^^ — — -' • -.ril l 

The business of the company shall be managed by the members in 

proportion to their ccntrlbutione to the capital of the company, as 

adjusted from tine to time to properly reflect any additional 

contributions oc withdrawals by the meiobers. 

ARTICLE VIII " REGULATIONS 

The power to adopt/ alter^ amende or repeal the regulations of 

the company is vested exclusively in the members of the company. 

ARTICLg IX - ORGANIZJER 

The name and street address of the organizer executing these 

Articles of organization is; 

AKTKOR NADEL 

16ia Main Street 

Sarasota/ TL 3423€' 

( 41IC-7 0««a.Mai.BOOri] 

H060001035413 
Case 8:09-cv-00087-RAL-TBM Document 16-3 Filed 01/26/2009 Page 4 of 7 

P 04 

fiPR-i8-2085 14:03 NORTON H(WERSL£Y 

_.H06q001p354l3^ -

JtRTICLS X - TEPMimiTIoy OF MEMBEI^HIP INTEREST 

The coapany shall not be dissolved upon the death/ retiroaent/ 

resignation, expulsion/ bankruptcy, or dissolution of a member or 

the occurrence of any other event which terminates the continued 

membership of a member in the company, 

ARTICLE XI - JRMEMCMEtTT OF ARTlCLBg QV OROAyiZATIOM 

Any amendment to the Articles of Organization shall be 

approved by a majority in interest of the aejjnbers and shall be as 

prescribed by the Secretary of State of the State of Florida. 

DATED: Aj^f ^ t L ( g" , 2006. 

(In accordance with Section fiOS.^oeO)/ 

Florida Statutes/ the e2c«kCUtion of this 

document constitutes an affimation under the 

penalties of perjury that the facts stated 

herein are true.) 

ARTHm NADEL, Member 

( 4X(5-T eaoi*3oa.t>Qe,x} 
Case 8:09-cv-00087-RAL-TBM Document 16-3 Filed 01/26/2009 Page 5 of 7 

P.05 

. fSPfi-l&-2im 14:03 NORTOW mWERSLEY 

H06000lp354l3_ . 

ACCEPTAHCS OF RgGISJERED AGSMIT 

Pursuant to section 60$.41£, Florida Statutes, the follofrrin? 

is submitted; 

That VENICE iJET CENTER, LLC, desirlngf to organize as a limited 

liability company under the laws of the state of Florida with its 

initial registered office, as indieuited in its Articles of 

Organization, at 161B Main street, Sarasota, Wh 34236, has named 

ARTKUR IstADEL as ltd agent to accept service of process within the 

State of Florida. 

Having been named to accept service of process for VENICE CCEIT 

CENTER, LLC at the place designated in this document, the 

undersigned agrees to act in that capacity and to comply with the 

provisions of the Florida Limited Liability Con\pany Act, as 

amended, relative to keeping open the registered office. The 

undersigned is f&mliar with, and accepts the obligations of. 

Section 608,415/ Florida Statutes. 

DAtTE: A^/{\L' \%' / 2006. 

AS5HtJK~SRCTL 

XJL,:d£a\H!\A>rS\vn»0\ilB3\ 7 BU«smtnDC\VCKICZJi:'K!DnxniXC!\AftTtaLE3 o r OBQ.Z30O 

* H060001035413 

TOTAL P.05 
Case 8:09-cv-00087-RAL-TBM Document 16-3 Filed 01/26/2009 Page 6 of 7 

2007 LIMiTED LIABILITY COMPANY ANNUAL REPORT FILED 

Jan 18,2007 

DOCUMENT* L06000040354 Secretary of State 

Entity Name: VENICE JET CENTER, LLC 

Current Principal Place of Business: 

1618 MAIN STREET 

SARASOTA, FL 34236 

New Principal Place of Business: 

Current Mailing Address: 

1618 MAIN STREET 

SARASOTA, FL 34236 

New Mailing Address: 

FEI Number: 20-4719423 FEI Number Applied For ( ) 

Name and Address of Current Registered Agent: 

NADEL, ARTHUR 

1618 MAIN STREET 

SARASOTA, FL 34236 US 

FEI Number Not Applicoble ( ) Certificate of Status Desired ( ) 

Name and Address of New Registered Agent: 

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, 

in the State of Florida. 

SIGNATURE: 

Electronic Signature of Registered Agent 

MANAGING MEMBERS/MANAGERS: 

Date 

AOOmONS/CHANGES: 

Title: 

Name: 

Address: 

CIty-St-Zip: 

( ) Delete Title: MGRM ( ) Change (X) Addition 

Name: NADEL, ARTHUR 

Address: 1818 MAIN ST 

CIty-St-ZIp: SARASOTA, FL 34236 US 

I hereby certify that the information supplied with this filing does not qualify for the for the exemption stated in Chapter 119, 

Florida Statutes. I further certify that the information indicated on this report Is true and accurate and that my electronic signature 

shall have the same legal effect as If made under oath; that I am a managing member or manager of the limited liability company 

or the receiver or trustee empowered to execute this report as required by Chapter 608, Florida Statutes. 

SIGNATURE: ARTHUR NADEL MGRM 01/18/2007 

Electronic Signature of Signing Managing Member, Manager, or Authorized Representative / Date 
Case 8:09-cv-00087-RAL-TBM Document 16-3 Fjled 01/26/2009 

2008 LIMITED LIABILITY COMPANY ANNUAL 

DOCUMENT# L06000040354 

Entity Name: VENICE JET CENTER, LLC 

Page 7 of 7 

FILED 

Apr 15, 2008 

Secretary of State 

Current Principal Place of Business: 

1618 MAIN STREET 

SARASOTA, FL 34236 

New Principal Place of Business: 

Current Mailing Address: 

1618 MAIN STREET 

SARASOTA, FL 34236 

New Mailing Address: 

FEI Number: 20-4719423 FEI Number Applied For ( ) 

Name and Address of Current Registered Agent: 

NADEL, ARTHUR 

1618 MAIN STREET 

SARASOTA, FL 34236 US 

FEI Number Not Applicable ( ) Certificate of Status Desired ( ) 

Name and Address of New Registered Agent: 

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, 

in the State of Florida. 

SIGNATURE: 

Electronic Signature of Registered Agent 

MANAGING MEMBERS/MANAGERS: 

Title: MGRM ( ) Delete 

Name: NADEL, ARTHUR 

Address: 1616 MAIN ST 

City-St-Zip: SARASOTA, FL 34236 US 

ADDITIONS/CHANGES: 

Title: 

Name: 

Address: 

City-St-2lp: 

Date 

( ) Change ( ) Addition 

I hereby certify that the information supplied with this filing does not qualify for the exemption stated in Chapter 119, Florida 

Statutes. I further certify that the information indicated on this report is true and accurate and that my electronic signature 

shall have the same legal effect as if made under oath; that I am a managing member or manager of the limited liability company 

or the receiver or trustee empowered to execute this report as required by Chapter 608, Florida Statutes. 

SIGNATURE: ARTHUR NADEL MGRM 04/15/2008 

Electronic Signature of Signing Managing Member, Manager, or Authorized Representative / Date 
Exhibit D 

EXCERPT: VENICE CITY COUNCIL MEETING: JANUARY 13, 2009 

(3:59:21) Sue Lang: Mr. Boone, would you please tell me who the principal owners are 

of Venice Jet Center, LLC. 

Jeff Boone: Well, it's a limited liability company and the amount, the information that is 

contained in the application with the city of Venice 

Sue Lang: I have asked for this information and no one seems to be able to find it - you 

know, people have looked for this and I don't understand why this is a big secret. 

Jeff Boone: I'm not under oath here today. But as a member of the Florida Bar with 

obligation to be honest and open, I will tell you that the only owiier that I am aware of is 

Mr. Art Nadel. Beyond that, I have no idea. Quite frankly, it's none of my business. 

The city of Venice has an obligation to treat all applicants the same, regardless of, you 

know, not only race, color, religion, creed, ethnicity, but also in a corporate sense, there's 

an amount of information that is required. We're playing by the rules, just like 

everybody else, we're not asking to be treated any different than anybody else and we're 

not, we would expect the city would treat us the same as they would treat anybody else. 

Other discussion here... 

(4:06:00) 

Jeff Boone: I'm going to ask, let Mr. Dan Boone respond to this because he was, he's the 

most familiar with the lease as far as negotiating and we want to make sure we give you 

all the best answer we can. 

(4:06:16) Dan Boone: E.G. Dan Boone, I'm one of the attorneys for the Venice Jet 

Center - let me back up and say that there is no hidden agenda as far as who the 

ownership is of this LLC. On file in Tallahassee, anybody can find it, it's public record, 

it states and shows that the ownership is Art Nadel and his wife, Peggy Nadel. Those are 

the owners on file in Tallahassee. It's not a mystery. Anybody in this room could have 

simply gone on record, I mean, gone on the computer and found out that information. 

There's no way to try to get around that. 

Sue Lang: Mr. Boone, Mr. Nadel has come before us and he's identified himself as 

either the managing agent or the managing partner. So, that's where the confusion is and 

no one's been able to find any other information beyond that. So maybe you can 

enlighten me as to, are you're saying that besides being the managing agent or partner, 

Mr. Art Nadel and his wife, Peggy, are the, are the owners. 

Dan Boone: That's correct. That is correct. 
CIT Y O F VENIC E 

401 W. Venice Avenue Venice, FL 34285 

(941)486-2626 Fax (941) 480-3031 

Suncom: 516-4382 

"City on the Gulf" 

CERTIFICATIO N 

I, Lori Stelzer, MMC, City Clerk of the City of Venice, Florida, a municipal corporation in 

Sarasota County, Florida, do hereby certify an excerpt of a verbatim transcript of the Venice City 

Council Meeting held on January 13, 2009, consisting of one page, attached hereto is a true and 

correct copy, and which original is on file in the office of the City Clerk's Office of the City of 

Venice. 

WITNESS my hand and the official seal of said City this 27th day of October, 2009. 

d ^ 

LoiyStelzer, MMC, ,Cig)Clerk 

(SEAL) 
Exhibit E 

LEASE 

This lease is made and executed on the da} of . 2006, by 

and between the CITY OF VENICE, a Florida municipaUt)', herein referred to as "Lessor", 

and the Venice Jet Center, LLC, herein referred to as "Lessee". 

WITNESSETH : 

THAT WHEREAS, Lessor is tlie ovMier of certain lands constituting the Venice 

Municipal Airport, situated in Sarasota Count}'. Florida, and operates said Airport under 

certain covenants with agencies of the United States of America; and 

W^HEREAS, the purpose of this Lease is to supercede, consolidate and replace two 

existing airport Leases; and 

WTHEREAS, one Lease being consolidated (Huffinan A\dation, Inc.) is commonly 

known as tlie "Huffinan Lease", which was approved by Lessor on September 26,1995, and 

amended on Ma}' 23, 2000 to add acreage and to increase rent according]}^ and ftiriher 

amended on November 12. 2002 to add tie-down spaces along with rent increase, and uas 

amended on March 11. 2003 to assign a portion of the Lease to VAS Leasing Company, 

LLC, u'ith the Fixed Base Operation portion of the Lease assigned to Triple.^iainond 

Enterprises, LLC along with designated tie-down spaces and increase in rent, and was 

amended again on August 26.2003 to add LInicom, remove certain tie-down spaces ^^'ith rent 

decrease accordinsh'. and 
WHEREAS, the second Lease being consolidated is commonly known as the "WassAir Lease", which was approved by Lessor on March 23, 1999, and assigned from Harvey 

B. Wasserman d/b/a Wass-Air to KRS Aviation, Inc. on May 11, 1999, and assigned from 

KRS Aviation, Inc. to Huffman Aviation, Inc. on May 23,2000, and said Lease was assigned 

from Huffman Aviation to Triple Diamond Enterprises, LLC on August 13,2002, with said 

Lease being amended on November 12,2002, to add additional tie-down spaces and to pay 

additional rent accordingly, and fiirther amended on August 26, 2003 to add Unicom and 

remove certain tie-down spaces with the decrease of rent, and amended on December 1,2004 

to transfer ten tie-down spaces to VAS Leasing Company, LLC, and to reduce rent 

accordingly; and 

WHEREAS, the "Huffman" Lease" terminates on September 30, 2025, unless 

extended, and the "Was"s-Air" Lease ends on March 31, 2029, unless extended; and 

WHEREAS, the parties desire to substantially revise the present agreements to reflect 

the current status of the Venice Airport Operation and to in turn enter into a new lease 

agreement for the mutual benefit of both parties. 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained 

and the sums of money hereinafter agreed to be paid, the parties agree as follows: 
1. DESCRIPTION OF PREMISES 

Lessor leases to Lessee and Lessee rents from lessor, for the purpose of conducting 

business as a Fixed Base Operator, and for no other purpose, the following described 

premises located in Venice, Florida: 

Exhibit "A" attached hereto. 

As used in this lease, the term "premises" refers to the real property described above and to 

any improvement located on the property from time to time during the term of this lease. 

2. TERM 

The initial term of this lease shall be for 30 years, commencing on , 2006 

and ending on , 2036. As used in this lease, the expression "temi of 

this lease" refers to such initial term and to any renewal of the lease as outlined herein. 

3. RENT 

The total annual rent for the first year of this lease shall be $ 114,967.08, plus sales tax 

of S8,O47.80 per year payable in equal monthly installments of $9,580.59 each, plus sales tax 

of $670.65, in advance, on the first day of each month. The rent shall be paid to lessor 

without notice or demand and without abatement, deduction, or setoff. A late charge equal 

to 5% of the rent payment shall be assessed for each rent payment paid ten or more days after 

its due date. 
The rent specified herein shall be net to lessor and all costs, expenses, and obligations 

of every kind related to the leased property which may arise or become due during the term 

of this lease shall be paid by Lessee. Lessor shall be indemnified by Lessee against such 

costs, expenses and obligations. 

The total rent for each subsequent five year term of this lease shall be adjusted based 

on fluctuations in the Consumer Price Index for Urban Wage Earners and Clerical Workers 

as promulgated by the Bureau of Labor Statistics of the United States Department of Labor. 

The first of such adjustrhents shall be made on , 2011, and shall be 

effective for the ensuing five years. Each rental adjustment shall be the result obtained by 

multiplying the then existing total annual rent by a fraction, the numerator of which shall be . 

the Index for the month preceding the month in which the adjustment is made, and the 

denominator of which shall be the Index for the month five years preceding the month from 

which the Index used in the nmnerator was chosen. 

It is the parties' intent that the total rent shall be increased by the same percentage 

amount as the percentage increase in the Index during the five years preceding the 

adjustment. In no event shall the total annual rent ever be decreased. 

Should the Bureau of Labor Statistics change the manner of computing the subject 

Index, the Bureau shall be requested to fiimish a conversion factor designed to adjust the new 

Index to the one previously in use, and adjustment to the new Index shall be made on the 

basis of such conversion factor. Should publication of the subject Index be discontinued by 
the Bureau of Labor Statistics, then whichever Index published by the United States 

Government most nearly approximating the discontinued index shall be used in making the 

adjustments provided for herein. 

4. CONSTRUCTION OF IMPROVEMENTS 

Within the first year of the term of this lease, the Lessee shall commence to change 

the outside of the present FBO building at 200 East Airport Avenue from its existing metal 

surface to a Northern Italian theme design. The work to be done shall be at the sole expense 

of Lessee, including design, permitting and construction work, and the plans and 

specifications for these improvements shall be submitted to the Lessor for Lessor's approval 

and permitting, and construction shall not commence until the Lessee obtains written 

approval of the plans and specifications from the Lessor. Any extension of time shall be 

granted for good cause only. 

Within the first 18 months of the term of this lease the Lessor shall commence the tear 

down of the two old hangars at the east end of the airport ramp and replace them with a new 

hangar of Northern Italian design v^'here seen from Airport Avenue. The Lessee shall bear 

the sole expense of tear down, removal, and then designing, permitting and constructing the 

new hangar building. The plans and specifications for this improvement shall be submitted 

to the Lessor for Lessor's approval, and permitting and construction shall not commence 

until the Lessee obtains written approval of the plans and specifications from the Lessor. 

An}' extension of time shall be granted for good cause only. 
Lessee is granted permission to erect one or more new hangar buildings on its leased 

property to tlie east of the present two-story building at 400 East Airport Avenue. Lessee 

shall bear the sole expense of design, permitting and constructing the hangar building(s). 

The plans and specifications for these improvements shall be submitted to the Lessor for 

approval, and construction shall not commence until the Lessee obtains written approval of 

the plans and specifications from the Lessor. Said hangar building(s) shall be designed in 

the Northern Italian theme where seen from Airport Avenue. 

5. WARRANTIES OF TITLE AND QUIET POSSESSION 

Lessor covenants that Lessor is seized of the leased premises in fee simple and has fiill 

right to make this lease and that Lessee shall have quiet and peaceable possession of the 

leased premises during the term of this lease. 

6. DELIVERY OF POSSESSION 

If for any reason whatsoever Lessor cannot deliver possession of the leased premises 

to Lessee at the commencement of the lease term, as specified above, this lease shall not be 

void or voidable, nor shall Lessor be liable to Lessee for any loss or damage resulting from 

the inability to deliver possession; in that event there shall be a proportionate reduction of 

rent covering the period between the commencement of the lease term and the time when 

Lessor can deliver possession. 
7. USES PROHIBITED 

Lessee shall not use or permit the leased premises, or any part of them, to be used for 

any purpose other than the purposes for which the premises are leased. No use shall be made 

or permitted to be made of the premises, or acts done, that will cause a cancellation of any 

insurance policy covering the buildings located on the premises, or any part of the premises; 

nor shall Lessee sell, or permit to be kept, used, or sold, in or about the premises, any article 

prohibited by the standard form of fire insurance policies. Lessee shall, at its sole cost, 

comply with all requirements, pertaining to the leased premises, of any insurance 

organization or company, necessary for the maintenance of insurance, as provided in this 

lease, covering any buildings and appurtenances at any time located on the leased premises. 

8. WASTE AND NUISANCE PROfflBITED 

- During the term of this lease. Lessee shall comply with all applicable laws affecting 

the leased premises. Lessee shall not commit or suffer to be committed any waste on the 

leased premises, or any nuisance. 

9. ABANDONMENT OF PREMISES 

Lessee shall not vacate or abandon the premises at any time during the term of this 

lease. If Lessee abandons, vacates, or surrenders the leased premises, or is dispossessed by 

process of law, or otherwise, any personal property belonging to Lessee and left on the 

premises shall be deemed to be abandoned, at the option of Lessor, except such propert}* as 

may be encumbered to Lessor. 
10. LESSOR'S RIGHT OF ENTRY 

Lessee shall permit Lessor and the agents and employees of Lessor to enter the leased 

premises at all reasonable times for the purpose of inspecting them, or for the purpose of 

posting notices of nonresponsibility for alterations, additions, or repairs, without any rebate 

of rent and without any liability to Lessee for any loss of occupation or quiet enjoyment of 

the premises. 

11. ENCUMBRANCE OF LESSEE'S LEASEHOLD INTEREST 

Lessee may encumber by mortgage or deed of trust, or other proper instrument, its 

leasehold interest and estate in the leased premises, together with all buildings and 

improvements on the premises, as security for any indebtedness of Lessee. The execution 

jf any mortgage, or deed of trust, or other instrument, or the foreclosure of the instrumenL 

or any sale under the instrument, either by judicial proceedings or by virtue of any power 

reserved in the mortgage or deed of trust, or conveyance by Lessee to the holder of such 

indebtedness, or the exercising of any right, power, or privilege reserved in any mortgage or 

deed of ti'ust, shall not be held as a violation of any of the terms or conditions of this lease, 

or as an assumption by the holder of such indebtedness personally of the obligations of this 

lease. No such encumbrance, foreclosure, conveyance, or exercise of right shall relieve 

Lessee from its liabilit}' under this lease. 

If Lessee shall encumber its leasehold interest and estate in the leased premises, and 

if Lessee or the holder of the indebtedness secured by the encumbrance shall give notice to 
Lessor of the existence of the encumbrance and the address of the holder, then Lessor will 

mail or deliver to the holder, a duplicate copy of all notices in writing which Lessor may, 

from time to time, give to or serve on Lessee under and pursuant to the terms and provisions 

of this lease. Copies shall be mailed or delivered to the holder at, or as near as possible to, 

the same time the notices are given to or served on Lessee. Holder may, at its option, at any 

time before the rights of Lessee shall be terminated as provided in this lease, pay any of the 

rents due under this lease, or pay any taxes and assessments, or do any other act or thing 

required of Lessee by the terms of this lease, or do any act or thing that may be necessary arid 

proper to be done in the observance of the covenants and conditions of this lease, or to 

prevent the termination of this lease. All payments so made, and all things so done and 

performed by the holder shall be as effective to prevent a foreclosure of the rights of Lessee 

under the lease as they would have been if done and performed by Lessee. 

12. SUBLETTING AND ASSIGNMENT 

Lessee shall not assign this lease, or any interest in this lease, or sublet the leased 

premises, or any part of the premises, or any right or privilege appurtenant to it, or alIo\^ any 

person other than Lessee and Lessee's agents and employees to occupy or use the premises 

or any part of them, without first obtaining Lessor's wTitten consent, which consent shall not 

be unreasonably withheld. Lessor's consent to one assignment, sublease, or use shall not be 

a consent to any subsequent assignment or sublease, or occupancy or use by another person. 

Any unauthorized assignment or sublease shall be void, and shall terminate this lease at the 
Lessor's option. Lessee's interest in this lease is not assignable by operation of law without 

Lessor's written consent. 

13. NOTICES 

All notices, demands, or other writings in this lease provided to be given or made or 

sent, or which may be given or made or sent, by either party to this lease to the other, shall 

be deemed to have been fiilly given or made or sent when made in writing and deposited in 

the United States Post Office via certified mail, postage prepaid, and addressed as follows: 

TO Lessor: City Clerk, Venice City Hall, 401 W. Venice Ave., Venice, FL 34285 

TO LESSER: Venice Jet Center, LLC, 1618 Main Street, Sarasota, FL 34236 

The address to which any notice, demand, or other writing may be given or made or sent to 

any party mentioned above may be changed by written notice given by the party mentioned 

above. ' ' 

14. TAXES AND ASSESSMENTS 

a. Taxes as additional rent. As additional rent under this lease, Lessee shall pay 

and discharge as they become due, promptly and before delinquency, all taxes, assessments, 

rates, charges, license fees, municipal liens, levies, excises, or imposts, whether general or 

special, or ordinaty or extraordinary, of every name, nature and kind whatsoever. This 

includes all governmental charges regardless of name, nature, or kind, which may be levied, 

assessed, charged, or imposed, or which may become a lien or charge on or against the leased 

premises, or any part of the premises, the leasehold of Lessee here, the premises described 
here, any building or buildings, or other improvements now or which will be made in the 

future, on or against Lessee's estate which may be a subject of taxation, or on or against 

Lessor by reason of its ownership of the fee underlying this lease, during the entire term of 

this lease, excepting only those taxes specifically excepted below. 

b. Assessments affecting improvements. Specifically and without in any way 

limiting the generality of the above, Lessee shall pay all special assessments, levies or 

charges made by any municipal or political subdivision for local improvements. They shall 

be paid in cash as they are due and before they become delinquent. They shall be paid as 

required by the act £uid proceedings under which any assessments, levies or charges are made 

by any municipal or political subdivision. If the right is given to pay either in one sum or in 

installments. Lessee may elect either mode of payment, and its election shall be binding on 

Lessor. If, by making any such election to pay in installments, an}^of the instalhnents shall 

be payable after the termination of this lease or any extended term of this lease, the unpaid 

installments shall be prorated as of the date of termination, and amounts payable after such 

date shall be paid by Lessor. AH of the taxes and charges under this Section 14 shall be 

prorated at the commencement and expiration of the term of this lease. 

c. Contesting taxes. If Lessee shall in good faith desire to contest the validity or 

amount of any tax, assessment, lev>', or other governmental charge agreed to be paid by 

Lessee, Lessee shall be permitted to do so, and to defer payment of such tax or charge, the 

validit}- or amount of which Lessee is so contesting, until final determination of the contest, 

11 
on giving to Lessor written notice prior to the commencement of any such contest, which 

shall be at lease ten days prior to delinquency, and on protecting Lessor, on demand, by a 

good and sufficient suret}' bond against any such tax, lew, assessment, rate, or governmental 

charge, and from any costs, liability, or damage arising out of any contest. Because Lessee 

can not contest taxes levied without the joinder of Lessor, Lessor herewith agrees to join with 

Lessee in any tax challenge on the understanding that Lessee shall be solely responsible for 

the prosecution of the challenge. 

d. Receipts. Lessee shall obtain and deliver receipts or duplicate receipts for all 

taxes, assessments, and other items required under this lease to be paid by Lessee, promptly 

on payment of them. 

15. USE OF PREMISES 

As a Fixed Base Operator, Lessee may conduct any commercial aeronautical activity 

permitted under the Minimum Standards for Commercial Aeronautical Activities at Venice 

Municipal Airport and for which it meets all of the general operational requirements and the 

applicable minimum standards. A copy of such standards is attached hereto as Exhibit "B". 

Lessee shall abide by and confinn in all laws, rules, regulations, and requirements applicable 

now, and as may be adopted in the fiiture, to the demised premises and to any activities 

conducted thereon. 

12 
16. REPAIRS AND DESTRUCTION OF IMPROVEMENTS 

a. Maintenance of improvements. Lessee shall, throughout the terms of this lease, 

at its own cost, and without any expense to Lessor, keep and maintain the premises, including 

all buildings and improvements of every kind that may be a part of the premises, and all 

appurtenances to the premises, including sidewalks adjacent to the premises in good, 

sanitary, and neat order, condition and repair, and , except as specifically provided in this 

lease, restore and rehabilitate any improvements of any kind that may be destroyed or 

damaged by fire, casualty, or any other cause whatsoever. Lessor shall not be obligated to 

make any repairs, replacements, or renewals of any kind, nature, or description whatsoever 

to the leased premises or any other buildings or improvements on it. Lessee shall also 

jomply with and abide by all federal, state, county, municipal, and other governmental 

statutes, ordinances, laws, and regulations affecting the premises, the improvements on the 

premises, or any activit}' or condition on or in such premises. 

b. Damage to and destruction of improvements. The damage, destruction, or 

partial destruction of any building or other improvement that is part of the premises shall not 

release Lessee from any obligation under this lease, except as expressly provided below. In 

case of damage to or destruction of any such buildings or improvement. Lessee shall at its 

own expense promptly repair and restore the building or improvement to a condition as good 

or better than that which existed prior to the damage or destruction. Without limiting such 

13 
obligations of Lessee, it is agreed that the proceeds of any insurance covering the damage or 

destruction shall be made available to Lessee for repair or replacement. 

17. UTILITIES 

Lessee shall fiilly and promptly pay for all water, gas, heat, light, power, telephone 

service, and other public utilities of every kind fijmished to the premises throughout the term 

of this lease, and all other costs and expenses of every kind whatsoever of or in connection 

with the use, operation, and maintenance of the premises and all activities conducted on the 

premises. Lessor shall have no responsibility of any kind for any of such costs and expenses. 

Lessee may dispose of garbage and recyclable material in the Lessor's waste disposal 

containers located at the Airport Maintenance Facility. 

18. LIENS 

a. Lessee's duty to keep premises free of liens. Lessee shall keep all of the 

premises and every part of the premises and all buildings and other improvements at an}' time 

located on the premises free and clear of any and all mechanics', materialmen's, and other 

liens for or arising out of or in connection with work or labor done, services perfonned, or 

materials or appliances used or furnished for or in connection with any operations of Lessee, 

an}' alteration, improvement, or repairs or additions which Lessee may make or permit or 

cause to be made, or einy work or construction, by, for, or permitted by Lessee on or about 

the premises, or any obligations of any kind incurred by Lessee. Lessee shall at all times 

promptly and fully pay and discharge any and all claims on which any lien may or could be 

14 
based, and shall indemnify Lessor and all of the premises and all buildings and improvements 

on the premises against all liens and claims of liens and suits or other proceedings pertaining 

to those liens. Lessee shall give Lessor written notice no less than thirty days in advance of 

the commencement of any construction, alteration, addition, improvement, or repair 

estimated to cost in excess of $5,000 in order that Lessor may post appropriate notices of 

Lessor's nonresponsibility. 

b. Contesting liens. If Lessee desires to contest any lien, it shall notify Lessor it 

its intention to do so within ten days after the filing of the lien and Lessor agrees to consent 

to such contest. In such a case, and provided that Lessee shall, on demand, protect Lessor 

by a good and sufficient surety bond against any lien and cost, liability, or damage arising 

out of such contest. Lessee shall not be in default under this lease until ten days after the final 

• detennination of the validit}' of the lien, within whicli time Lessee shall satisfy and discharge 

the lien to the extent held valid. However, the satisfaction and discharge of any such lien 

shall not, in any case, be delayed until executions had on any judgment rendered on it, and 

such delay shall be default of Lessee under this lease. In the event of any such contest. 

Lessee shall protect and indemnify Lessor against all loss, expense, and damage resulting 

from the contest. 

19. INDEMNIFICATION OF LESSOR 

Lessor shall not be liable for any loss, injur}', death, or damage to persons or propert}' 

which at any time may be suffered or sustained by Lessee or by any person who ma}- at any 

15 
time be using or occupying or visiting the leased promises or be in, on, or about the premises, 

whether the loss, injury, death, or damage shall be caused by or in any way result from or 

arise out of any act, omission, or negligence of Lessee or of any occupant, subtenant, visitor, 

or user of any portion of the premises, or shall result from or be caused by any other matter 

or thing. Lessee shall indemnify Lessor against all claims, liabilit}', loss or damage 

whatsoever on account of any such loss, injury, death, or damage. Lessee waives all claims 

against Lessor for damages to the building and improvements that are now on or will later 

be placed or built on the premises and to the property of Lessee in, on, or about the premises, 

and for injuries to persons or property in or about the premises, from any cause arising at any 

time. The preceding sentences shall not apply to loss, injuiy, death, or damage arising by 

reason of the negligence or misconduct of Lessor, its agents, or employees. This undertaking 

-shall not be deemed to be a waiver of the Lessee's sovereign immunit}', nor shall it constitute 

a consent to be sued by third parties. 

20. ATTORNEYS' FEES 

If any action at law or in equit}' shall be brought to recover any rent under this lease, 

or for or on account of any breach of, or to enforce or interpret any of the covenants, terms, 

or conditions of this lease, or for the recovery of the possession of the leased premises, the 

prevailing party shall be entitled to recover from the other party as part of the prevailing 

part}''s costs, reasonable attorneys' fees incurred through trial and appeal, the amount of 

16 
which shall be fixed by the court and shall be made a part of any judgment or decree 

rendered. 

21. OPTION TO RENEW 

Lessor grants to Lessee, subject to the conditions set forth below, the right and option 

to renew this lease for a period of five years, beginning on , 2036, and 

expiring on , 2041, at a rental determined as provided in paragraph 

three above and otherwise subject to and on all of the terms and conditions herein contained. 

This option must be exercised by the giving to Lessor, on or before 

, a written notice to exercise this option by Lessee, but Lessee 

shall in no event be entitled to renew the term of this lease, even though notice is timely 

given, unless Lessee shall have timely performed all of its obhgations under this lease, and 

shall not be in default in the performance of any of its obligations, on the date of the 

expiration of the initial term of this lease. 

22. REDELIVERY OF PREMISES 

Lessee shall pa}' the rent and all other sums required to be paid b}' Lessee under this 

lease in the aniounts, at the times, and in the manner provided in this lease, and shall keep 

and perform all the terms and conditions of this lease on its part to be kept and performed, 

and at the expiration or sooner termination of this lease, Lessee shall peaceably and quietly 

quit and surrender the premises to Lessor in good order and condition subject to the other 

provisions of this lease. In the event of the non-performance by Lessee of any of the 

17 
covenants which Lessee has undertaken, this lease may be terminated as provided in this 

lease. 

23. REMEDIES CUMULATIVE 

All remedies conferred on Lessor shall be deemed cumulative and no one exclusive 

of the other, or of any other remedy conferred by law. 

24. INSURANCE 

Lessee shall, at all times during the term of this lease and at Lessee's sole expense, 

maintain the following insurance coverages: 

a. General and Airport Premises Liability: Coverage for premises and operations, 

products and completed operations, collapse, underground and explosion coverage, owner's 

and contractor's protective, contractual and personal injury coverage, or commercial general 

liability or comprehensive general liability containing same with limits no less than One 

Million Dollars ($1,000,000.00) combined single limit. 

b. Aircraft Liability with limits no less than One Million Dollars ($ 1,000,000.00) 

combined single limit. 

c. Property Insurance on Buildings: Fire and Common "Special Form'^perils with 

limits no less than agreed value of building and improvements. Windstorm with limits no 

less them agreed value of building and improvements. Flood with limits no less than agreed 

value of building and improvements. 

18 
d. Storage Tank Liability with limits no less than One Million Dollars 

($1,000,000.00) combined single limit, provided Lessee has storage tanks. 

The policies of insurance shall be primary and written on forms acceptable to lessor 

and placed with insurance carriers approved and licensed by the State of Florida. 

All policies required herein are to be written on an occurrence basis and shall name 

the lessor, its Agents and Employees as additional insured, shall provide for any loss to be 

payable to lessor and Lessee as their interest may appear, shall require any loss adjustment 

to have the written consent of lessoir and Lessee, and the insurer(s) shall agree to waive all 

rights of subrogation against the lessor, its Agents and Employees. Each policy required by 

this Agreement shall: 

1. Apply separately to each insured against whom claim is made and suit is 

brought, except with respect to the limits of the insurer's liability. 

2. Be endorsed to state that coverage shall not be suspended, voided, or canceled 

by either part}-, reduced in coverage or in limits except after 30 days prior written notice b>' 

certified mail, return receipt requested, has been given to lessor. 

The procuring of such required policy or policies of insurance shall not be construed 

to limit Lessee's liability nor to fulfill the indemnification provisions and requirements of this 

lease. Notwithstanding said policy or policies of insurance, Lessee shall be obligated for the 

full and total amount of any damages, injur}' or loss caused by negligence or neglect 

connected with this Lease. 

19 
25. PROHIBITION OF INVOLUNTARY ASSIGNMENT 

Neither this lease nor the leasehold estate of Lessee nor any interest of Lessee under 

the lease in the demised or in the building or improvements on the premises shall be subject 

to involuntary assignment, transfer, or sale, or to assignment, transfer, or sale by operation 

of law in any manner whatsoever, except through statutory merger, consolidation, devise or 

interstate succession. Any such attempt at involuntary assignment, transfer, or sale shall be 

void and of no effect. The wording of this paragraph does not apply to Venice City Council 

approved sales, assignments or subleases. 

26. NOTICE OF DEFAULT 

Except as to the provisions of Section 11 of this lease. Lessee shall not be deemed to 

be in default under this lease in the payment of rent or the payment of any other moneys 

required in this agreement, or in the furnishing of any bond or insurance policy when 

required unless lessor shall first give to Lessee written notice of the default and Lessee fails 

to cure the default within ten days. 

Except as to the provisions or events referred to in the preceding sentence of this 

section. Lessee shall not be deemed to be in default under this lease unless lessor first gives 

to Lessee written notice of the default, and Lessee fails to cure the default within a ten-day 

period or, if the default is of such a nature that it cannot be cured within ten days. Lessee fails 

to coinmence to cure the default within such period of ten days or fails to proceed to the 

curing of the default with all possible diligence. 

20 
27. DEFAULT 

In the event of any breach of this lease by Lessee, lessor, in addition to the other rights 

or remedies it may have, shall have the immediate right of re-entr}' and may remove all 

persons and property from the premises; such property may be removed and stored in a 

public warehouse or elsewhere at the cost of, and for the account of Lessee. Should lessor 

elect to re-enter, as provided in this agreement, or should it take possession pursuant to legal 

proceedings or pursuant to any notice provided for by law, lessor may either terminate this 

lease or it may from time to time, without terminating this lease, re-let the leased premises 

or any part of the premises for such term or terms, which may be for a term extending beyond 

the tenn of this lease, and at such rent or rents and on such other terms and conditions as 

lessor in its sole discretion may deem advisable with the right to make alternations and 

repairs to the leased premises. On each such re-letting: 

(a) Lessee shall be immediately liable to pay to lessor, in addition to any 

indebtedness other than rent due under tliis lease, the expenses of re-letting and of any 

alterations and repairs, incurred by lessor, and the amoimt, if any, by which the rent reserved 

in this lease for the period of re-letting, up to but not beyond the term of this lease, exceeds 

the amount agreed to be paid as rent for the leased premises for the period of re-letting; or 

(b) At the option of lessor, rents received by lessor from re-letting shall be applied, 

first to the pa}'ment of any indebtedness, other than rent due under this lease from Lessee to 

lessor; second, to the payment of any expenses of re-letting and of any alterations and repairs; 

21 
third, to die payment of rent due and unpaid under this lease; and the remainder, if any, shall 

be held by lessor and applied in payment of fiiture rent as the rent may become due and 

payable under this lease. 

If Lessee has been credited with any rent to be received by re-letting under above 

option (a), and the rent shall not be promptly paid to lessor by the new tenant, or if rentals 

received from re-letting under above option (b) during any month is less than that to be paid 

during that month by lessor under this lease. Lessee shall pay any deficiency to lessor. The 

deficiency shall be calculated and paid monthly. No re-entry or taking possession of the 

leased premises by lessor shall be construed as an election on the part of lessor to terminate 

this lease unless a written notice of such intention is given to Lessee or unless the tennination 

of the lease is decreed by a court of competent jurisdiction. 

Notwithstanding any re-letting without termination, lessor may-at any time after that 

elect to terminate this lease for any previous breach. Should lessor at any time terminate this 

lease for any breach, in addition to any other remedy it may have, lessor may recover from 

Lessee all damages incuned by reason of the breach, including the cost of recovering the 

premises, and including the worth at the time of the termination of the excess, if any, of the 

amount of rent and charges equivalent to rent reserved in this lease for the remainder of the 

stated tenn over the then reasonable rental value of the premises for the remainder of the 

stated term, all of which amounts shall be immediately due and payable from Lessee to 

lessor. 

9? 
28. LESSOR'S RIGHT TO PERFORM 

In the event that Lessee by failing or neglecting to do or perform any act or thing 

provided for in this lease, defaults under this lease and the failure continues for a period of 

ten days after written notice from lessor specify'ing the nature of the act or thing to be done 

or performed, then lessor may, but shall not be required to, do or perform or cause to be done 

or performed such act or thing, entering on the leased premises for such purpose, if lessor 

shall so elect, and lessor shall not be or be held liable or in any way responsible for any loss, 

inconvenience, annoyance, or damage resulting to Lessee on account of it and Lessee shall 

repay to lessor on demand any expenses, including compensation to the agents and 

employees of lessor. Any act or thing done by lessor pursuant to the provisions of this 

section shall not be construed as a waiver of any such default by Lessee, or as a waiver of any 

covenant, tenn, or condition contained in this lease or the performance of it, or of any other 

right or remedy of lessor. All amounts payable by Lessee to lessor under any of the 

provisions of this lease, if not paid when the amounts become due as in this lease provided, 

shall bear interest from the date they become due until paid at the rate often percent per year, 

compounded annually. The provisions contained in this paragraph shall apply to lessor if 

lessor is the party at fault. 

29. EFFECT OF EMINENT DOMAIN 

a. Effect of total condemnation: In the event the entire leased premises shall be 
opropriated or taken under the power of eminent domain by any public or quasi-public 

authorit}', this lease shall terminate and expire as of the date of the taking, and Lessee shall 

then be released from any liability accruing under this lease after that date. 

b. Effective of partial condemnation. In the event aportion of the leased premises 

shall be so appropriated or taken and the remainder of the property shall not be suitable for 

the use then being made of the property by Lessee, or if the remainder of the property os not 

one undivided parcel of propert}'. Lessee shall have the right to terminate this lease as of the 

date of the taking on giving to lessor written notice of the termination within ten days after 

lessor has notified Lessee in writing that the property has been appropriated or taken. 

In the event of partial taking and Lessee docs not terminate this lease, this lease shall 

continue in full force and effect as to the part not taken, and the rent to be paid by Lessee 

during the remainder of the term, subject to adjustment as provided in the rent adjustment 

provisions of Section 3 of this lease, shall be determined in the manner provided for above 

in the rent adjustment provisions. That determination shall not effect or change the times at 

which lessor may require an adjustment in rent under the provisions: however, the words 

•'which in no event shall be less than the rent then being paid by Lessee" appearing in the rent 

adjustment provisions shall not apply with respect to the determination, but shall apply with 

respect to any subsequent adjusUnent imder the provisions. 

c. Condemnation award. In the event of the termination of this lease by reason 

of the total or partial taking of the premises by eminent domain, then in any condemnation 

'>d 
proceedings lessor and Lessee shall be free to make claim against the condemning or taking 

authority of the amount of any damage done to them, respectively, as a result of the taking. 

In the event of a partial taking of the premises and this lease is not terminated, then 

Lessee shall have the right to make claim against the condemning or taking authorit}' in 

accordance with existing Florida Statutes and case law at the time of the taking. Ownership 

of all improvements made by Lessee during the term of this lease, or any extension, remain 

the property of the Lessee until the lease ends. 

30. SURRENDER OF LEASE 

The voluntary or other surrender of this lease by Lessee, or a mutual cancellation of 

this lease, shall not work a merger, and shall, at the option of lessor, terminate all or any 

existing sublease or sub-tenancies, or may, at the option of lessor, operate as an assignment 

to it of any or all such subleases or sub-tenancies. 

31. DISPOSITION OF IMPROVEMENTS ON TERMINATION OF LEASE 

On termination of this lease for any cause, lessor shall become the owner of an}' 

building or improvements on the leased premises; personal propert}' excluded. 

32. WAIVER 

The waiver by lessor of, or the failure of lessor to take action with respect to any 

breach of any term, covenant, or condition contained in this lease shall not be deemed to be 

a waiver of such term, covenant, or condition, or subsequent breach, or of any other term, 

covenant, or condition contained in the lease. The subsequent acceptance of rent under this 

25 
lease by lessor shall not be deemed to be a waiver of any proceeding breach by Lessee of any 

tenn, covenant, or condition of this lease, other than the failure of Lessee to pay the particular 

rent so accepted, regardless of lessor's knowledge of this proceeding breach at the time of 

acceptance of rent. 

33. EFFECT OF LESSEE'S HOLDING OVER 

Any holding over after the expiration of the term of this lease, with consent of Lessor, 

shall be construed to be a tenancy from month to month, at the same monthly rent as required 

to be paid by Lessee for the period immediately prior to the expiration of the term of this 

lease, and shall otherwise be on the terms and conditions specified in this lease, so far as 

applicable. 

34. PARTIES BOUND 

The covenants and conditions contained in this lease shall, subject to the provisions 

as to assignment, transfer, and sub-letting, apply to and bind the heirs, successors, executors, 

administrators, and assigns of all of the parties to this lease; and all of the parties to this lease 

shall be jointly and severally liable under the lease. 

35. TIME OF THE ESSENCE 

Time is of the essence of this lease, and of each and every covenanL tenn, condition, 

and provision of this lease. 

26 
36. SECTION CAPTIONS 

The captions appearing under the section number designations of this lease are for 

convenience only, are not a part of this lease, and do not in any way limit or amplify the 

tenns and provisions of this lease. 

37. NONDISCRIMINATION 

The Lessee for itself, its 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 said facilities; (2) that in the 

construction of any improvements on, over or under such land and the furnishing of services 

thereon, no person on the grounds of race, color, or national original shall be excluded from 

participation in, denied the benefits of, or otherwise be subjected to discrimination;-(3) that -

the Lessee shall use the premises in compliance with all other requirements imposed by or 

pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle 

A. Office of the Secretar}', Part 21, Nondiscrimination in Federall}' Assisted Programs of the 

Department of Transportation-Effectuafion of Title VI of the Civil Rights act of 1964, and 

as said Regulations may be amended. 

That in the event of breach of any of the above nondiscrimination covenants, Lessor 

shall have the right to terminate the lease and to reenter as if said lease had never been made 

or issued. The provision shall not be effective until the procedures of Title 49, Code of 

27 
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. 

That in the event of breach of any of the above nondiscrimination covenants, Lessor 

shall have the right to terminate the lease and to reenter as if said lease 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. 

38. AERPORT PROTECTION 

It shall be a condition of this lease, that the Lessor 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 real property hereinafter described, 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. 

That the Lessee expressly agrees for itself, its successors and assigns, to restrict the 

height of structures, objects of natural growth and other obstructions on the hereinafter 

described real propert}' to such a height so as to comply with Federal Aviation Regulations, 

Part 77. 

28 
That the Lessee expressly agrees for itself, its successors and assigns, to prevent any 

use of the hereinafter described real property which would interfere with or adversely affect 

the operation or maintenance of the airport, or otherwise constitute an airport hazard. 

39. PROPERTY RIGHTS RESERVED 

This lease and all provisions hereof are subject and subordinate to the terms and 

conditions of the instruments and documents under which the Lessor acquired the subject 

property from the United States of America and shall be given only such effect as will not 

conflict or be inconsistent with the terms and conditions contained in the lease of said lands 

from the Lessor, and any existing or subsequent amendments thereto, and are subject to any 

ordinances, rules or regulations which have been, or may hereafter by adopted by die Lessor 

pertaining to the Venice Airport. 

40. EXCLUSIVE RIGHTS 

Notwithstanding anything contained herein to the contrary, the privileges and rights 

granted to the Lessee under this lease are non-exclusive and the Lessor reserves the authorit}' 

to grant similar privileges and rights to another operator or to other operators on other parts 

of the airport. 

41. FUEL FLO WAGE FEES 

The ftiel flowage fees to be paid to the Lessor shall be three cents ($0.03) per gallon. 

The flowage fees are required to be paid by the Lessee to the Lessor within ten (10) days of 

fuel deliver}'. The Lessee agrees to pay a late charge of five (5%) percent of the bill if 

29 
44. AERONAUTICAL ADVISORY STATION/UNICOM 

During the business hours of the Lessee, the Unicom must provide sen'ice to any 

aircraft station, upon request, without discrimination and is an air/ground radio 

communication station to provide Airport information at public use airports where there is 

no tower. The Unicom station may provide pilots, upon request, with weather information, 

wind direction, the recommended runway or other necessary information. Its use is limited 

to the necessities of safe and expeditious operafion of aircraft and, secondarily, 

communications may be transmitted concerning ground transportation requests. The Unicom 

station is licensed to the City of Venice by the Federal Communication Commission for 

operation at the Venice Municipal Airport. The Lessee is assigned the responsibility and 

operation of the Unicom station m accordance with Federal Communication Commission, 

U.S. Department of Transportation and Federal Aviation Administration Advisorj' Circulars 

pertaining to its ftinction on behalf of the Lessor. The relocation of the Unicom station for 

assignment of operation and/or responsibilit}' may be only authorized by the Lessor. 

45. TRANSIENT AIRCRAFT PARKING 

Parcels "C" and "D" at the Venice Municipal Airport are rented to the general public 

for the purposes of parking aircraft. The Lessor has established lease forms, terms and 

conditions for the rental of such space and the Lessee has personnel available at the Venice 

Municipal Airport to execute, administer and collect the rent for such aircraft parking. 

Therefore it is agreed that Lessee shall, on behalf of the Lessor, execute, administer and 

31 
ollect the rent for such aircraft ramp parking designated by Lessor. All of the parking fees 

shall be executed and administered by the Lessee on appropriate fonns provided by the 

Lessor and in accordance with the terms and conditions law^fiilly established by the Lessor. 

The Lessee shall provide the necessaiy tie-down ropes and/or chains for securing aircraft at 

the aircraft ramp lease locations. The Lessee shall retain one-half of all rent due as its fee 

for services herein provided. The remaining one-half of any rent due to the Lessor shall be 

paid to the Lessor by the fifth (5*^) day of each month, or a five percent (5%) late charge of 

the previous month's fee shall be assessed by the Lessor. The Lessee shall maintain a 

complete record concerning all rents due and the Lessor shall have the right to inspect all 

such records. The Lessee shall indenmify the Lessor for any claims or liability resulting from 

iC Lessee's performance of or failure to perform accordingly. 

Tlie contents of this paragraph do not apply to tie-down parcels "A", "B", "F" and 

"G"as they are leased by Lessor to Lessee as part of this lease and are included in tlie rent 

pursuant to paragraph three of this lease. 

46. IMPRO\^MENTS 

Lessee has inspected the premises and has found them to be suitable for its intended 

use. 

j j . 
CITY OF VENICE, FLORIDA 

ATTEST: BY: 

DEAN CALAMARAS, MAYOR 

"LESSOR" 

LORI STELZER, City Clerk 

VENICE/J;ET CENTER, LLC 

/ / ^ 1 / T 

BY: (AAM^'I^/UU ^ 

Witnesses as to Venice Jet Center, LLC: AR;i^HUR NADEL, MANAGER 

U^ i "LESSEE" 

rint / JACQUELINE BAUR ~ 

STATE OF FLORIDA 

COUNTY OF SARASOTA 

I HEREBY CERTIFY that on this date, before me, an officer duly authorized to take 

acknowledgments, personally appealed DEAN CALAMARAS and LORI STELZER, who are 

known b}' me to be the persons described in and who executed and attested to the foregoing 

instrument as Mayor and City Clerk, respectively, of the City of Venice, a Florida municipal 

corporation. Each acknowledged before me that the foregoing instrument was executed and 

attested to as such officer in the name and on behalf of the mimicipal corporation, and that they 

also affixed thereto the official seal of the City of Venice, Florida.. 

E.xecuted and sealed by me at Venice, Florida, on the day of , 

2006. 

NOTARY PUBLIC 

Sign 

Stamp/Seal: 
STATE OF FLORIDA 

COUNTY OF SARASOTA 

I HEREBY CERTIFY that on this date, before me, an officer duly authorized to take 

acknowledgments, personally appeared ARTHUR NADEL, as Manager of Venice Jet Center, 

LLC, who is known to me to be the person described in and who executed and attested to the 

foregoing instrument as such officer. He acknowledged before me that the foregoing instrument 

was executed and attested as such officer in the name and on behalf of the company, and that he 

also affixed thereto the official seal of said company. 

Executed and sealed by me at Venice, Florida, on the 413 day of vT\fif^CiA 

2006. 

NOTARY PUBLIC 

Sign. (SrjljL.Q-f^>^^-

Stamp/Seal: 

NOTARY PUBUC-SIATI OF FLORTOA 

Lee A. Fosco 

> Commission #DD375604 

N3-I-3S9\LEASF FRO ^"^^ ^ ^""P"^'- ^^ ^ ^9, 2008 

INJ- I_JS9\LEASE-FBO Bonded Thru Atlantic Bonding CO. Inc. 

34 i 
Exhibit F 

PART IV 

PROGRAM NARRATIVE 

(Suggested Format) 

OEFAKTMENT OF tRANafOlnAnON • FEOERAk AVWnON AOMMSntAnOH aMBN0.212IM)SSe 

PROJeCT: Rdhabllltata Runway 13^1 

AIRPORT: Vanlea Municipal Airport 

1-. Objective: 

Rehabilitate Runway 13-31 to provide a functional and structural extension of pavement life for using aircraft. 

2. Benefits Anticipated: 

A rehabilitated runvifay will Improve Airport sefe^ and efficiency, and protect the function of and Investment In primary 

runway 13-31. 

3. Approach; (SoaappmvedSet^ofWoii(lntln$iApplleiittoi)) 

Remove exiattng eurface and part of substandard base. Replace with new base and surtace. Use Runway 4'22 forsH 

air traffic during rehabilitation. 

4. Geographic Location: 

Ail work to be conducted on the existing Venice Municipal Airport proper^. 

5. If Applicable, Provide Addltionat information: 

6: Sponsor's RepreaentBtiva: (Aw^. MMrvw a M. iw^ 

Fred Watts 

Airport Manager 

100 East Airport Avenue 

Venice. FL 34285 

(941)466-2711 

FAA Fomi 61110.100 (M3) SUPIRSSDe* FAA FOAM (lOO-lOO (••73) PAOet 
^ GRANT AGREEMENT 

U. S, O9partm0nl 

or TrenaportaHon 

Padoral Aviation 

Administration 

Date o f Offer: 

Projec t Number: 

Recipient: 

Airport : 

Jun e 1 , 2006 

3-12-OOS2-011-2006 

City o f Venic e (Herein called Sponsor) 

Venice Municipal Airport 

OFFER 

T H E FEDERAL AVIATION ADMINISTRATION, FOR AND ON BEHAL F OF TH E UNITED STATES, HEREBY 

OFFERS AND AGREES to pay, as the United States' share, ntnety-five percent (95%) of the allowable costs 

Incurred in accomplishing the project consisting of the following: 

"Rehabilitate Runway 13/31 , Including Runway Safety Area (RSA) improvements " 

as more particularly descritied In the Project Application dated May 17, 2006. 

T h e maximum obligation of the United States payable under this Offer shall be $3,660,322.00 for airport 

development. 

Thi s offer Is made In accordance with and for the purpose of carrying out the provisions of Title 49, United States 

Code, herein called Title 4 9 U.S.C. Acceptance and execution of this offer shall comprise a Grant Agreement, as 

provided by TKte 49 U.S.C, constituting the contractual obligations and rights of thej^nlte d States and the 

Sponsor, 

UNITED STATES OF AMERIC A 

FEDERAL AVIATION ADMINISTRATION 

^>^^g ^ 

g Manager, Airports District Office 

ACCEPTANCE 

T h e Sponsor agrees to accomplish the project In compllanoe with the terms and conditions contained herein and 

In the document 'Term s and Conditions of Accepting Airport Improvement Program Grants* dated March 29, 

2006, 

Executed this 

(Sea! 

day ^JCJUA/ ^ . 20^ ^ 

'W/^J- —— 

Attest •\ 

^^:? V a ^ -^<£>^y^ ^ 

Name of S: 

Signature of Sponsor's Designated Official Representative 

Title ^ 

I.-

CERTIFiCATE OF SPONSOR'S ATTORNEY 

certify: 

acting as Attorney for the Sponsor do hereby 

That in my opinion the Sponsor Is empowered to enter Into the foregoing Grant Agreement under the laws of 

State of Florida. Further, I have examined the foregoing Gra m Agreenrtent, and the actions taken by said Spo(»o r 

relating thereto, and find that the acceptance thereof by said Sponsor and Sponsor's official representative has 

been duly authorized and that the execution thereof Is In all respects due and proper and in accordance with the 

laws of the said State and Title 4 9 U.S.C. In addition, for grants Involving projects to be carried out on property not 

ownedJjy-MWSpon^r, there are no legal impediments that will prevent full performano© by the Sponsor. Further, 

oplnlop.-tt1at th^'^l d Grant Agreement constitutes a legal and binding obligation of the Sponsor In 

\. thyrii>n-f, 

Signature of Sponsor's Attorney Date 
o Orlando Airports District Office 

• le r^^*.*....^.** 5950 Haxeltlne National Or,, Suite 400 

U.5. Deportment Orlando. FL 32822-«)03 

of Transportation 

Fedoral Aviation Phone: (407)812^331 

AdminlstroHon Fax: (407) 812'€978 

March 24, 2009 

Mr. Fred Watts. CM, ^ 

Airport Director '^/ f « 

Venice Municipal Airport z'' p|^ 

150 Airport Avenue East ^"0$ 

Venica, Florida 34285 

Dear Mr. Watts: 

RE: Venice Municipal Airport; Venice, Florida 

AIP Number 3-12-0082-011-2006 

Final Payment and Project Closeout 

Based on the information transmitted by your February 10. 2009 letter, and the information 

contained in the Federal Aviation Administration (FAA) files, the FAA has prepared a Final 

Project Report (enclosed) and has taken action to close out this project on March 24,2009. 

Based on this final report, the total allowable costs were detennined to be $3,900,451.42 

(Federal Share $3,705,428.85.) You grant account was overdrawn by $38,765.22. We are 

currently processing the reimbursement check you sent. 

This project has been dosed out based on the findings in the FAA Final Project Report. If the 

results of your systems audit reveal any changes to this report, the project will be reopened and 

the appropriate adjustments will be made. 

If you have any questions or comments regarding this matter, please contact me. 

Sincerely, . 

Krystal G. RItchey, P.E 

Program Manager 

Enclosure 

cc: 

KriatI Smith, FDOT/1 

History File 
Federal Aviation 

Administration 

% 

Memorandum 

Subject: INFORMATION: Final Project Report 

Venice Municipal Airport; Venice, Florida 

AIP Project No. 3-12-0082-011-2006 

From: Program Manager 

Date: March 24, 2009 

Reply to 

Attn, of: RitcheyORL-ei8; 

Ext. 136 

To: Project File 

The following documents relative to the subject project have been reviewed and are in 

the project files: 

Grant agreement relating to subject project. 

Attachment, "Project Summary" of project costs claimed and approved. 

Statement and Distribution of Project Costs. 

Engineering contract and associated amendments. 

Sponsor's invoices. 

The approved project description is as follows: 

Rehabilitate Runway 13/31 

Based on our review of the above documents, we have determined that the Federal 

share of the final project costs are: 

$3,706,428,85 for Development 

$0 for Planning 

$3,705,428.85 Total 

A summary of final project costs is included in the attached "Project Summary". All 

costs claimed by tiie sponsor and determined eligible for final payment are considered 

necessary, reasonable and within ttie scope of the project. 

Payment of ttie Federal share of the final project costs is autliorlzed. The project will be 

closed based upon the findings in this report. The project will be audited by the 

sponsor In conjunction with the annual audit of the sponsor's records. Should the audit 
..reveal that certain costs are ineligible, the project will be reopened and appropriate 

adjustments will be made. 

All construction work has been satisfactorily completed in accordance with the 

approved contract documents and within the time allowed by the approved contract 

documents. 

The sponsor has complied with the terms and conditions of the grant agreement 

The following documents have been retained in the History File for this project: 

Grant Agreement 

Application 

Pavement Design 

Final Project Report 

Final Payment Report 

Krystal G. Ritchey, P.E. 

Attachment 

cc 

Kri'sti Smith, FDOT/1 

Fred Watts, City of Venice 

History File 
PROJECT SUMMARY 

Description 

PLANNING 

Engineering Expenses 

Administration Expenses 

Preliminary Expenses 

(^Miscellaneous. 

TOTAL PLANNING 

CONSTRUCTION 

Administration Expenses 

Preliminary Expenses 

Engineerina Basic Fee 

Engineering Other Fee 

Project Inspection 

Construction 

Land, Structures. ROW 

Land Development 

Relocation Expenses 

Relocation Payments 

Demolition & Removal. 

Equipment 

Miscellaneous 

TOTAL CONSTRUCT. 

Total Project Cost 

Final Grant Payable 

(Federal Share) 

Less Previous Payments. 

Final Payment 

Overpayment To Be 

Recovered 

Maximum Obiiaation 

Claimed Costs 

$5,080,44 

$250,335.78 

$75,787.50 

$3,569,247.70 

$3,900,451.42 

$3.900.4S1.42 

$3,744,194.07 

$3,706,428.85 

$38,765.22 

$3,705,428.85 

Eligible Costs 

$5,080.44 

$260,335.78 

$75,787.50 

$3,569,247.70 

$3,900,451.42 

$3,900,451.42 

$3,744,194.07 

$3,705,428.85 

$38,765.22 

$3,705,428.85 

Reference 

Closeout Docs 
Exhibit G 

\Vnicc. Florida 

"('l!', i.i'i \\-:t (illlf ' 

VENICE CITY 

NEWSLETTER 

A PUBLICATION FOR THE CITIZENS OF VENICE. FLORIDA 

Vol. XII No. 1 February 2007 

iwatrar- iiifcf]tnatlSn;i|-.:, 

^^.,,.j^_,|r-S)?ifi5ty....~...^.,....«;^''S 

:i®|iitit ^ Schedule. .i...i^ • • 

||:^jl^jai;. „ ...w...viiv..i«, 

P,.iSif^rjnationyoa-i»aoij^.ii 

•d;^:^^-^ ii<m •Survey,„,.';ll 

City and county enter into a joint land-use 

agreement to improve planning for future 

By Martin P. Biacit 

City Manager 

As the new year begins, Venice 

City Council prepares to host the annual 

town hall meeting on Feb. 26, 6:30 p.m., at 

Venice City Hall. We've identified several 

critical community issues that should 

receive specific focus and input to help 

guide the future of our community. 

Residents, visitors and business 

owners are encouraged to reflect on these 

on-going projects, take advantage of 

upcoming public input sessions and provide City Council with your thoughts and 

priorities. 

1. The joint master plan framework established in the interlocal service 

and planning agreement between Venice 

and Sarasota County is a critical milestone 

for the community. It creates a clear picture 

of future land use, transportation, utility 

and enviroiunental priorities for both local 

governments in the greater Venice area, 

which includes about 22,000 acres of city 

and county jurisdiction. 

The agreement between the city 

and county is the first of its kind in Florida. 

It represents unprecedented decisions by Venice and Sarasota County, and 

creates a joint 25-year blueprint for the 

future. 

2. The U.S. 41 Bypass master plan 

study is jointly funded by Sarasota County 

and Venice. The project begins this month 

and will include public participation. It will 

set forth redevelopment alternatives and 

design standards for land use, to guide 

future decisions prior to and in concert with 

eventual road widening. 

3. The Venice Municipal Airport 

existing aviation master plan, including a 

business park plan, was last updated in 

2003. It is updated about every five years. 

The current update process will revise 

plans to eliminate condominium uses and 

focus on future airport operations and 

growth. 

This philosophy reflects the strategic objectives of the city council and community. It compliments Venice's strengths 

as a destination, retirement and resort community. 

Public meetings and reviews to 

update the plan took place over the past 

year. This process will culminate in final 

reviews with opportunities for public input 

at meetings of the Airport Advisory Board 

and City Council. 

4. "Envision Venice," the city's 

award-winning planning effort, will conclude over the course of the year with a 

series of final public meetings, and 

Planning Commission and City Council 

approval to transmit revisions to the city's 

comprehensive plan for state review. 

The plan in process refocuses on 

the city's historical legacy of traditional 

neighborhoods, architectural design and 

New Year, continued on Page 8 
Page 2 Venice City Newsletter February 2007 

Airport celebrates reconstruction of Runway 

• Runway 13/31 reconstruction is complete. 

• Runway 04/22 planned for reconstruction. 

• Runway is same size as before construction. 

• Airport to remain in its current location. 

Phil Boyer, president or Aircraft 

Owners and Pilots Association, 

spealis to about 100 people at the 

grand opening of rehabilitated 

Runway 13/31. When he left Venice 

to return to Washington, D.C, his 

flight was the first to use the runway. 

Above, a Cessna flies over Venice 

Municipal Airport. Right, Florida 

Department of Transportation 

Intermodai Systems Development 

Manager Ben Walker addresses 

the audience. 

Federal Aviation Administration 

Southern Regional Administrator Doug 

Murphy said this project is an example 

of the federal and local governments 

working together. The federal government paid for about 95 percent of the 

project, with FDOT and the city sharing the remainder. 

Venice Municipal Airport 

Runway 13/31 reopened Dec. 5. A ribbon cutting ceremony was held to celebrate. The runway was closed for 

four months due to reconstruction. 

The airport received a grant of 

about $3.6 million from the FAA's 

Airport Improvement Program funds, 

and about $93,000 from the Florida 

Transportation Department. The airport enterprise fund paid another 

$93,000. APAC Southeast Inc. was the 

contractor. 

The condition of the runway 

deteriorated over several years. The 

rehabilitation included improvements 

to the basic structure of the 5,000-foot 

long, 150-foot wide runway. Runway 

edge lights and other safety improvements were included. The rehabilitation does not increase the size of the 

runway or change its use. 

Improvements for Runway 

4/22 are in the design phase and 

expected to be funded this year. 

The airport is owned and 

operated by the City of Venice in compliance with federal aviation regulations as part of the nation's transportation system. It is funded by the airport 

enterprise fund, which is separate fi-om 

the city's general fund and must generate its own income from sources other 

than ad valorem taxes. 

Two years ago, Venice City 

Coimcil passed a resolution stating, 

"the existing airport will remain in its 

current location and will not be 

moved." 

The formal action was based 

on information provided in a report 

from Dufj-esne-Heiuy Inc., an aviation 

consulting firm hired by the city to 

update the airport master plan in the 

late 1990s. The plan is required to be 

updated at regular intervals. 

The consultant reported in 

1998 the results of a conceptual airport 

analysis showed the cost in 1997 dollars to move the airport from its existing location would be about $68 million. In March 1998, the council 

authorized staff to continue the planning process of the existing airport. 

Resolution 2004-26 was 

passed on July 27, 2004 by the city 

council as a reinforcement of the decision of the earlier council not to move 

the Venice airport. 

Continued on Page 3 
February 2007 Venice City Newsletter Page 3 

13/31 in December; another one slated to begin 

Among those cutting the ribbon at the ceremony celebrating the completion of the rehabilitation of Runway 13/31 are, from 

left, John Simmonds, city council member and ex-officio to the Airport Advisory Board; Paul Holloweil, chairman of the 

Airport Advisory Board; Douglas Murphy, FAA Southern Regional Administrator; Carolyn Blum, former FAA regional 

administrator; Bart Bartanowicz and John Yurosko, Airport Advisory Board members; Fred Hammett, mayor; John Moore, 

city council member; Krystal Hudson, ; Nancy Detert, former state representative; Phil Boyer, AOPA president; LaMont 

Couch, community outreach director for Katherine Harris, former U.S. congresswoman; Roxann Lake, Kristi Smith, and Jeff 

Leopold, FDOT. 

Airport, continued from Page 2 

Several businesses have indicated they will be coming forward with 

proposals for the development of airport 

non-aviation property in the future. 

Community discussions range from a 

hotel to shops, a museum and a marina. 

The city council will carefully consider 

appropriate land uses for the property. 

Land leases are necessary for 

the airport to receive revenues, which 

in turn pay for airport operations. 

The airport master plan, which 

is updated every five to seven years, 

calls for a future business park to help 

bring operational revenue to the airport. 

Consultants working on the 1999 master plan mapped out the area where the 

development should go. The current 

updating process of the master plan 

continues to look at the best way to 

develop airport property to ensure the 

financial stability of the facility. 

Residential development is not 

being considered for the area. 

Left, Venice Municipal Airport as it is 

seen from the air. 

Below, former state 

Rep. Nancy Detert 

helped the city attain 

state funds for airport 

improvements. She 

was one of the guest 

speakers at the ribbon 

cutting ceremony. 

After the ceremony, a 

reception was held at Agape 

Flights hangar, 100 Airport Ave. 

Agape Flights is a missionary 

organization that flies items needed for sustenance to the 

Caribbean. Guests are welcome 

at the hangar between 10 a.m. - 2 

p.m. Contact them at 488-0990. 
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Exhibit H 

Page 1 of] 

Frederick Watts - Weight Bearing Capacities, Update 

From: Kent Bontrager <KBontrager@hanson-inc.com> 

To: Frederick Watts <fwatts@ci.venice.fl.us> 

Date: 6/23/2008 5:15 PM 

Subject: Weight Bearing Capacities, Update 

Fred, 

The following weight bearing capacities for RWY 13-31 (based upon 20-yr life): 

SW - 30,000 lbs 

DW - 63,000 lbs 

DT -100,000 lbs 

The following weight bearing capacities for RWY 4-22 (based upon 5-yr life): 

SW -15,000 lbs 

DW - 24,000 lbs 

DT - N/A 

Give us a call if you have any questions, 

Kent 

Kent O Bontrager, P.E. 

Pro^tdt En||bi«er 

Haiwcm Professionai Senrk»s, Inc. 

901S Town Center Parkway, Suite 105 

Lakewood Ranidi, Fkjrkia 34202 

mnmrn 941.MX6321 Ext. 213 

Fax: Ml.379.6474 

CeM: 941323.2001 

itnai: ktKHitra9er#han«on>Utc.ceMn 

******* 

Confidentiality Notice: This entire e-mail may contain confidential information 

belonging to the sender which is legally privileged. This information is 

intended only for the use of the individual(s) or entity named above. If you 

are not the intended recipient you are hereby notified that any disclosure, 

copying, distribution or the taking of any action in reliance on the contents 

of this information is strictly prohibited. If you have received this e-mail 

in error please notify the sender immediately by e-mail and then delete this 

e-mail from your system. Thank you. 

Mail delivered by Hanson Professional Services Inc. mail system 

******* 

file://C:\Documents and SettingsNfwattsVLocai Settings\Temp\XPgrpAvise\485FDA3EVenic... 8/14/2008 
Exhibit I 
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Exhibit J 

LAND USE INSPECTION REPORT 

Venice Municipal Airport (VNC) 

Venice, FL 

August 10, 2009 

Photo Courtesy of Google Earth Pro 
Note: * Metes and bounds description 

of these parcels may contain errors. 

** This property was released for the 

establishment of the Intra Coastal 

Waterway. Parcel "D" (48.00 Acres) 

reverts to the City for airport purposes 

once the Corps of Engineers or other 

government agency having jurisdiction 

determines that Parcel "D" is no longer 

required for canal purposes by the West 

Coast Inland Navigational District or 

successor agency. 

8, AIP Grant History as of May 20.2009 

Grants 

AIP-001 

AIP-002 

A(P-003 

AIP-004 

AIP-005 

AIP-006 

AlP-OO? 

AIP-008 

AIP-009 

AIP-010 

AIP-011 

Agreement 

Date 

4/11/1984 

4/1/1985 

2/5/1987 

9/27/1988 

8/13/1991 

9/28/1992 

9/28/1999 

8/26/2003 

7/27/2004 

8/29/2005 

6/1/2006 

Exh. "A " 

Date Grant Wor k Description 

Conduct Airport Master Plan Study; Install Apron 

Lighting; Install Miscellaneous NAVAIDS; Install 

Runway Vertical/Visual Guidance System; 

Rehabilitate Runway Ughting 

improve BuOdiix); Install Apron Lighting; Install 

Runway Vertical/Visual Guidance System 

Rehabilitate Taxiway 

RehabUltate Apron; Rehabilitate Runway - 4-22 

Conduct Noise CompatibDity Plan Study; Construct 

Apron 

InstaH Weather Reporting Equipment 

Rehabilitate Runway -13/31 

Install Penmeter Fencing; Install Runway 

VertlcalA/isual Guidance System -13/31,4/22 

Rehabilitate Runway - ATZZ 

Conduct Airport Master Plan Study 

Rehabilitate Runway -13/31 

Total AIP 

Final 

Amoun t 

$119,307 

$121,395 

$138,087 

$68,213 

$214,000 

$75,907 

$193,962 

$450,000 

$146,291.45 

$328,115 

$3,744,194.07 

$5,599,471.52 

Vni. FAA Facilities and Procedures 

• Installed and maintain an Remote Communications Air/Ground (RCAG) 

Facility 

• Designed and published an RNAV instrument approach procedure to RW-13 

• Designed and published an RNAV instrument approach procedure to RW-31 

• Designed and published an NDB or GPS instrument approach procedure to 

RW-31 
Exhibit K 

APPJJCATION FOR 

. FEDERAL ASSISTANCE 

Version 7/D3 

2. DATESUBMITTEO AppUcaiit ldenUfl«r 

1.TYPH OF SUBMISSION; 

Application 

D CcnstnicOon 

g NonrOpn^tTMSAjglL. 

a. DATE RECBVED BY STATE Stale AppTication kJentWer 

Pre>applIe«U9n 

Li Oonstnictlen 

0 Won-ConttfuctloiL 

4. DATE RECEIVED BY FEDERAL AGENCY Fodoral Idonlirrar 

fc APPUOANT INFORMATION 

Legal Name: 

Ciry OF VENICE 

OfgiOb;atlonilUnlt 

Oepartmeht VENICE MUNICIPAL AIRPORT 

Organt^Uonal DUNS: /^ G " i Z/^' ^ I Q ) OivSionT 

AddreaS! 

iFiit" 

401 WeSTVENICeAVeNt/E 

Name and telephoiw numb«r of p«rton to tie contacted oh maKers 

Invplvlng this appBcgflpn (glyt iro i codt) 

Prafix: Flnt Nama: ROBERT 

City. 

VSNICE 

Middle Name 

County: 

SARASOTA 

Last Nama HERNANDEZ 

State: FLORIDA Zip Code 

g4gas 

SutTix: 

Coun ^ 

ISA 

Email: 

rtiacnanQft'.venioaJ.l'* 

C. EMPLOYER lOENTIt^lCATION NUMBER mH); 

e. TYPE OP APPIJCAT10N: 

Phone N unit)er (sl«« •(«• codv) 

641-446-2711 

Fax Number (p<v« *(«> eeM) 

041-4e3-SM2' 

P New fT) Oontinuation IT R«vi«lon 

IfRovtebn. enter appreprtabi btlM<«) in lK>x(as) 

(Sea back of form for description of Mtere.) _ _ 

Other (specify) 

TYPE OF APPLICANT: (Soo back Of fonn for Apptieation Types} 

C 

Other (epecfly) 

•rNAME OF FEDERAL AGENCY: 

Pddaral Avbtloo Admbitsb^tion 

11. DESCRIPTIVe TfTLE OF APPLICANTS PROJECT: 

Design only (or R«tMbnitiiUen of Runway 4/22 (S.OOO X150) at 

Venloo Munldpai Akport Indudtao Admlnlstnrtlve, Gufvaylhg.' 

0«ouchn1o«i $MvioM, Enginoothig 6«viow, S«pcineaiK)iM 

Oocuniants and Bid DocuoMitts, Update OBE ooalt in BM 

Alcport OBE Vnnipna. 

10. CATALOG OFFEOHRALDOMESTIC ASSISTANCE NUMBER: 

(|][ol-00II] 

TITLE (Nama of Propnffl): 

12. AREAS AFFfiCTED BY PROJECT (Ctttos, Coaatles. Slatos, «/cJ: 

CfTY OF VENICE 

tEHaiECCHi'Eiiaiia 

6tm Oats: 

6/20/04 

16. ^UMATED PUNdINd:' 

Ending Oikta: 

10/2S/04 

axssiMMMiin^smmm^ii {•.^»6canl l>.Pin»Joet 

70 

«. Federal 

b. Applloant 

16. IS APPLICATION SinJ^OTTO JftEVIEM BY STAIB EXEOUTIVE 

BRPBR 12872 PR0ffSS7 

. vL . n Ti^is wwPU(iATi61>i/AWLteAtl6M WAA liAbft 

a. Yos, M AVAILABLE TO THE STATE EXEOUTIVB ORDER 12372 

PROCESS FOR REVIEW ON 

DATE: 

b.No. m PROGRAM'S NOTCOVEREO BY6.0.12372 

n OR PROGRAM HAS NOT OEEN SBLECTgO BY STATE 

^ saBM 

13S,9S$ 

7.776 

a Slats 

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. Siller 

I Prograni inoome 

7,77fi 

wm 

•9.V0VAL 

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17. IS T>«E Afi^lfiAMt OBLtNCHi^y dlM AMV t^io^RAL H^I V 

D Yec If "Yes* attach an axpbnattm. 2 . No 

IS. TO THE BEST OF WY KN0WL(l(l6^ A((P BBU^ . ALL OAT X tN Vhfe /kPPUCAf i6NifPRBAP>llcAti6*f AkS ifRUd AND C6R;*^CT . tilfe 

ODCUMIENT HAS BBEN DULY AUTH0RU!I6O S Y THE GOVEItNINO BODY OF THE APPLICANT AMD THE APPUCANT WIU COMPLY WITH THE 

'ytTACTED AasURAHCeS IF THE /MlSIS1|'AH0B IS AWAftftBP. 

nrnwn^Trrin-nTTTwn?; 

Mr. 

iast Name 

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lame P. 

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rucncoi. 1 i.o ' 'wuM <7n'flri-rtr-ni 
^ 

U. S. Departmon

GRAN

t 

T AGREEMENT COPY 

of Transportation 

F0dorsil Aviation 

Administration 

Date o f Offer: Jun e 28. 2004 

Projec t Number : 3-12-0082-009-2004 

Recipient : Cit y o f Venice (l-terein called Sponsor) 

Airport : Venice Municipa l Airpor t 

OFFE R 

T H E FEDERA L AVIATION ADMINISTRATION, FO R AN D O N BEHAL F OF TH E UNITED STATES, HEREBY 

OFFER S AN D AGREES to pay, as the United States' share, ninety-five percent (05%) of the allowable costs 

Incurred In accomplishing the project consisting of the following: 

'Rehabilitate (±5.000 LF x 100 FT) Runway 4/22 (Phase 1 - Design)." 

as more particularly desorlbed In the Project Application dated May 25,2004. 

The maximu m obligation of the United States payable under this Offer shall be $147,730 for airport development 

This offer is made In accordance with and for the purpose of carrying out the provisions of Title 49, United States 

Code, herein called Title 49 U.S.C. Acceptance and execution of this offer shall comprise a Grant Agreement, as 

provided by Title 49 U.S.C. constituting the contractual obligations^and rights of the United States and the 

Sponsor. " 

UNITED STATES OF AMERICA ^^ 

FEDEFIAL AVIATION ADM I Nl STRATION A6ting Marke r ^^^^liports District Office 

ACCEPTANC E 

The Sponsor agrees to accomplish the project In compliance with the terms and corKlltions contained herein and 

in the document "Terms and Conditions of Accepting Airport Improvement Program Grants " dated Septemt>er 1. 

1999. 

Executed thl8^2tfiday of K^^iy ^ 2 0 O ^ Ctr? ^ Qp - /J^i^/c ^ 

(Seat) U . ^ /'SL / " NanflS»of Sponsor 

'Sjz, — CQ ^j^SL ^ •• * •• <> 

Attest ^ Z^ signature of sponsor s Designated Official Representative 

Title ' Title 

CERTIFICATE O F SPONSOR'S ATTORNEY 

I. l\)O^^V\^ C ' Nt>i/ , acting as Attorney for the Sponsor do hereby 

ceriy^ \ J 

That in m y opinion the Sponsor Is empowered to enter Into the foregoing Grant Agreemen t under the laws of State 

of Florida. Further, I have examined the faregolng Grant Agreement, and the actions taken by said Sponsor 

relating thereto, and flrxf that the acceptance thereof by said Sponsor and Sponsor's ofHolal representative has 

been duly authorized and that the execution thereof Is In all respects due and proper an d In accordance with the 

laws of th e said State and Title 4 9 U.S.C. in addition, for grants Involving projects to b e carried out on property not 

owned t^y the Sponsor, there are no legal Impediments that will prevent full performance by the Sponsor. Further, 

it Is my opinion that the said Grant Agreemen t constitutes a legal and binding obligation of the Sponsor In 

accordance witlvltie terms ther 

signature o f Spdhsons Attorney ^ Date 

n~ ?n-o^ 

COPY 
^ Orlando Alrpoits District Ofllce 

, ,„ ,, ^ ^ S950Ha2eltln« National Or.. Suite 400 

"•S. Deportment Orlando, FL 32822-6003 

of Tfonspoftatlon 

federal Aviation Phone: (407) 812-6331 

Administration F« : (407) 812-6978 

July 26, 2007 

Mr. Fred Watts 

Aiiport Manager 

Venice Municipal Airport . .;;.--'^ 

160 Airport Avenue East , ^^ ^ 9 <^ '....--> -^ 

Venice, Florida 34285 tP' ^ "^ 

Dear Mr. Watts: 

RE: Venice Municipal Airport; Venice, Florida 

AIP Number 3-12-0082-009-2004 

Final Payment and Project Closeout 

Based on the information transmitted by your July 9, 2007 letter, and the information 

contained In the Federal Aviation Administration (FAA) files, the FAA has prepared a 

Final Project Report (enclosed) and has taken action to close out this project on July 

16, 2007. 

Based on this final report, the total allowable costs were determined to be $153,990.53 

(Federal Share = $146,291.45). All eligible funds have been drawn. 

This project has been closed out based on the findings In the FAA Final Project Report. 

If the results of your systems audit reveal any changes to this report, the project will be 

reopened and the appropriate adjustments will be made. 

If you have any questions or comments regarding this matter, please contact me. 

Slnoerely, 

Crystal G. Hudson, P.E. 

Program Manager 

Enclosure 

cc: 

Jeff Leopold, FDOT/1 

r\, / n 1 Jl Tl./^nonj . I i.O I 'UIJO I • TA'Cri_A7_fV l 
Federal Aviation 

Administration 

Memorandum 

Subject: INFORMATION: Final Project Report 

Venice Municipal Airport; Venice, Florida 

AIP Project No. 3-12-0082-009-2004 

From: Program Manager 

Date: July 26. 2007 

fteply to 

Attn, of: Hudson ORL-618; Ext. 

136 

To: Project File 

The following documents relative to the subject project have been reviewed and are in 

the project files: 

Grant agreement relating to subject project. 

Attachment, "Project Summary" of project costs claimed and approved. 

Statement and Distribution of Project Costs. 

Engineering contract and associated amendments. 

Sponsor's certification. 

The approved project description is as follows: 

Rehabilitate Runway 4/22- Design 

Based on our review of the above documents, we have determined that the Federal 

share of the final project costs are: 

$148,291.45 for Development 

$0 for Planning 

$146,291.45 Total 

A summary of final project costs is included In the attached "Project Summary". All 

costs claimed by the sponsor and detennined eligible for final payment are considered 

necessary, reasonable and within the scope of the project. 

Payment of the Federal share of the final project costs is authorized. The project will be 

closed based upon the findings in this report. The project vAW be audited by the 

sponsor In conjunction with the annual audit of the sponsor's records. Should the audit 

reveal that certain costs are ineligible, the project will be reopened and appropriate 

f \ \ ir\ \ jii •Ti-ft/>nr»ii I J-/^ ' 'UKJC I » f A ' OA_f\,T_A I 
adjustments will be made. As authorized by Paragraph 1343. Order 5100.35, this 

report represents final costs allowable for the project. 

The sponsor has complied with the temns and conditions of the grant agreement 

The following documents have been retained in the History File for this project: 

Grant Agreement 

Application 

Pavement Design 

Final Project Report 

Final Payment Report 

Krystal G. Hudson. P.E. 

Attachment 

cc 

Jeff Leopold, FDOT/1 

Fred Watts, City of Venice- Venice Municipal Airport 

History File 

'lA).jr« I » T A ' eA_A T . A I 
PROJECT SUMMARY 

\ Description 

PLANNING 

Engineering Expenses 

Administration Expenses 

Preliminary Expenses 

Miscellaneous. 

t TOTAL PLANNING 

CONSTRUCTION 

Administration Expenses 

Preliminary Expenses 

Engineering Basic Fee 

Engineering Other Fee 

Project Inspection 

Construction 

Land. Structures, ROW 

Land Development 

Relocation Expenses 

Relocation Payments 

Demolition & Removal. 

Equipment 

Miscellaneous 

1 TOTAL CONSTRUCT. 

Total Project Cost 

Final Grant Payable 

1 (Federal Share) 

Less Previous Payments. 

Final Pavment 

Overpayment To Be 

Recovered 

1 Maximum Obligation 1 

1 Claimed Costs 1 Ellaible Costs 

$105,898.64 

$61,624.00 

$157,522.64 

$167,522,64 

$146,291.45 

$146,291.45 

$0 

$0 

$146,201.45 

$105,898.64 

$48,092.00 

$153,991 

$153,991 

$146,291.45 

$146,291.45 

$0 

$0 

$146,291.46 

Reference 

Closeout Docs 

Closeout Docs 1 

Ti-OOrOi . ( i. C ' I T A I OA^A T A I