BEFORE THE UNITED STATES OF AMERlCA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION PENSACOLA AVIATION CENTERLLC, )

## ~~IVEb**Mi~iY** 

### ;.,. 8

## 2015 ) Complainant, ) v. ) ) PENSACOLA INTERNATIONAL AIRPORT, ) DocketNo.

## 16-lf~T1Boocrcera A DIVISION OF THE CITY OF ) PENSACOLA, ) Respondent. )
RESPONSE OF PENSACOLA INTERNATIONAL AIRPORT, A DIVISION OF THE CITY OF PENSACOLA, TO COMPLAINANT'S MOTION TO ADMIT MATERIAL FACTS AND NOW, comes Respondent, Pensacola International Airport, a division ofthe City of Pensacola ("Pensacola"), by and through its undersigned counsel, and hereby responds to Complainant's Motion to Admit Material Facts (the "Motion") as follows: General Response OnMarch 13,2015,the Federal Aviation Administration ("FAA") asked Pensacola for "limited, additional information" regarding certain current conditions at the subject airport. Pensacolaprovided simple, straightforward and accurate informationthat was directly responsive to the FAA's request. Inits continuing efforts to regain a defacto monopoly at any cost, however, Complainanthas mounted a futile attackuponthat information with a Motionthat reads more like cross-examination and unabashed closing argument, than a legitimate request for relief. For several reasons, Complainant's Motion should be denied in its entirety. First, it is based almost entirely upon unsupported speculation. For example, Complainant argues that Pensacola's responses to the FAA'srequest for discrete information about current conditions

PHDATA 5334758_1couldbe construed to mean that Aerose LLC d/b/a Innisfree Jet Center ("Innisfree") failed to comply with applicable Minimum Standards at some unidentifiedtime in thepast. That is not true, and there is no evidence in the record to support it. To the contrary, as set forth in greater detail below, the overwhelming quantum ofevidence inthis matter demonstrates that Innisfree has, at all relevant times, complied with applicable Minimum Standards. Similarly, Complainant's Motion mischaracterizes and tortures the words ofPensacola's response to the FAA'sInformation Request, to its own desired end. For example, Complainant argues that services provided on an "as-needed"basis do not comply with applicable Minimum Standards, because they somehow are available less than eight hours per day for five days a week. The rational and reasonable interpretation of"as-needed,"however, is that the services
are available wheneverneeded and as often as needed- which actually exceeds the requirement ofthe applicable Minimum Standards. That interpretation and reality is confirmed below and in the attachments hereto. Finally, except for the discrete information that has beenrequested by the FAA, the evidentiaryrecord for this long-pending matter is closed. Complainant improperly seeks to reopenthe record with an affidavit from its own counsel that amounts to collateral attack upon Pensacola'sresponse to the FAA's Information Request. That should notbe allowed at this late stage ofthese proceedings. Complainant's Motion shouldbe denied in its entirety. Specific Response Pensacolaresponds to the separately numbered paragraphs ofComplainant's Motion as follows:I. Pensacola admits that Complainant relies upon 14 C.F.R. § 16.19 as the basis for its Motion. The remaining averments ofparagraph I ofComplainant's Motion are denied as

2 PHDATA 5334758_1conclusions oflaw. For further response, contrary to Complainant's averments, section 16.19 does not authorize the filing ofa motion containing slanderous accusations and adhominem attacks, seekingto reopen an evidentiary record thatlonghas been closed, and usurpingthe Federal AviationAdministration's role as the factfinder inthis action. 2. Pensacola admits that Complainant is seekingthe admission ofcertain "information" that it claims is "relevant" to this action. Any and all remaining allegations of paragraph 2 ofComplainant's Motion are denied. To the contrary, the only real "information" Complainant seeks to admit is an affidavitpertaining to the state ofincorporation ofone ofthe subcontractors to Innisfree (which, as set forth in greater detail below, neither supports Complainant's arguments, nor impeaches the credibility ofany documents or information submitted by Pensacola or Innisfree). The balance ofComplainant's Motion is nothing more thanunsupported, false and unwarranted innuendo, insinuation and accusations. 3. Admitted. 4. Admitted. 5. Admitted. 6. The averments ofparagraph 6 ofComplainant's Motion are denied as stated. Pensacola admits that the Innisfree Survey (i.e., Exhibit 10 to Pensacola's Reply to the FAA's Information Request) is undated and unwitnessed. However, the inferences Complainant draws from those circumstances are unwarranted and inaccurate, and therefore, denied in their entirety. For example, Complainant argues that because the Innisfree Survey is undated, it couldmean that Innisfree was in compliance with applicable Minimum Standards, butpresently is not. Pensacola's Reply to the FAA's Information Request shouldbe read in accordance withthe plain meaning ofthe language used by the FAA, which asked for identification ofservices that

3 PHDATA 5334758_1Innisfree "isproviding" i.e., present tense. As such, the Innisfree Survey identified services that itpresently is providing. Nevertheless, to allay Complainant's speculation, Innisfree has provided a signed declarationfrom its General Manager, Carl Braddock (attached hereto as Exhibit "A")( the "BraddockDeclaration"), confirming that the identified services have been provided from inception ofthe applicable Lease and Operating Agreement, to the present. Likewise, without any actual supporting evidence, Complainant argues that the Innisfree Survey is the product ofsome conspiracy and is not credible, simplybecause its execution was not witnessed or verified. The BraddockDeclaration, which was witnessed and made under penalty ofperjury, resolves Complainant's speculation. Any remaining averments ofComplainant's Motion not specifically admitted herein are denied. 7. The averments ofparagraph 7 ofComplainant's Motion are denied. Pensacola specifically denies that it "made no attemptto independently verify or confirm [Innisfree's] compliance [with applicable Minimum Standards]." To the contrary, among otherthings, Pensacolahas retained consultant Michael G. Moroney, who has acted onits behalfwithrespect to these issues and obligations. See Braddock Declaration, Exhibit "A",

**at~** 3. For further response, Pensacolaincorporates byreference its response to paragraph 6, supra. 8. The averments ofparagraph 8 ofComplainant's Motion are denied. To the contrary, inter alia, the Innisfree Survey did fully and completely respondto the FAA's Information Request, and does evidence Innisfree's compliance with applicable Minimum Standards. Nevertheless, Complainant's unfounded and unwarranted accusations are addressed by the attached Braddock Declaration. Furthermore, there is nothing circumspect or "selfserving" about Pensacola's response to the FAA's Information Request, which was simple, responsive, straightforward and accurate.

4 PHDATA 5334758_19. The averments ofparagraph 9 ofComplainant's Motion are denied. For further response, Pensacola incorporates byreference its responses to paragraphs 6 through 8, supra. 10. The averments ofparagraph 10 ofComplainant's Motion are denied as stated. The Innisfree Survey, and any attaclnnents thereto, are documents that speak for themselves. Pensacola admits that the initial response to the FAA's InformationRequest regarding airframe and powerplantmaintenance consisted solely ofthe Innisfree Survey and its attaclnnents, but denies that any additional documents or informationwas required. Nevertheless, Complainant's unfounded and unwarranted accusations are addressed bythe attached Braddock Declaration. For further response, Pensacola admits that at all relevant times, Lifeguard providedthe required airframe and powerplant maintenance services. Anyremaining averments ofComplainant's Motion not specifically admitted herein are denied. 11. The averments ofparagraph 11 ofComplainant's Motion are denied as stated. The Minimum Standards are setforth in a written document that speaks for itself. Furthermore, Complainant's argument regarding the availability ofairframe and powerplant maintenance contradicts the plain meaning ofthe words used. The provision ofservices on an "as-needed" basis means that the services are provided whenever they are needed, seven days a week, twentyfour hours a day- which exceeds applicable requirements. Nevertheless, Complainant's unfounded and unwarranted accusations are addressed by the attached Braddock Declaration. At all relevanttimes, Lifeguard provided the required airframe and powerplant maintenance services. Anyremaining averments ofComplainant's Motion not specifically admitted herein
are denied. 12. The averments ofparagraph 12 ofComplainant's Motion are denied. For further response, Pensacola incorporates byreference its response to paragraph 11, supra.

5 PHDATA 5334758_113. The averments ofparagraph 13 ofComplainant's Motion are denied. For further response, Pensacola incorporates byreference its response to paragraph 11, supra. 14. Itis admitted, upon information and belief, thatthe ownership ofLifeguard International, LLC recently changed. Any and all remaining averments ofparagraph 14 of Complainant's Motion are denied. To the contrary, and as set forth inthe attached Braddock Declaration at paragraphs 12 through 15, Lifeguard continues to complywith its agreement with Innisfree. Moreover, Innisfree recently contracted with two additional certificated airframe and powerplant mechanics, who willprovide these services in accordance with applicable Minimum Standards. See Braddock Declaration, at

### 'If 15. 15. The averments ofparagraph 15 ofComplainant's Motion are denied as stated. BothPensacola's Response to the FAA's Information Request andthe Minimum Standards are written documents that speak for themselves. Pensacola admits that Avionics Solutions provides avionics maintenance and sales services to Innisfree in accordance with applicable Minimum Standards. See Braddock Declaration, at 

### '1['1[ 17- 19. 16. The averments ofparagraph 16 ofComplainant's Motion are denied. For further response, see Braddock Declaration at 

### '1['1[ 17- 19. 17. The averments ofparagraph 17 ofComplainant's Motion are denied. For further response, Pensacola incorporates by reference its responses to paragraphs 15 and 16, supra. 18. Pensacola admits that Eric Evans Aviationprovides aircraft sales services to Innisfree in accordance with applicable Minimum Standards. See Braddock Declaration, at 

### '1[,!20

- 22. Any and all remaining averments ofparagraph 18 ofComplainant's Motion are denied. Pensacola'sresponse to the FAA's Information Request and the Minimum Standards are written documents that speak for themselves.



### 6 PHDATA 5334758_119. Afterreasonable investigation, Pensacola is without knowledge or information sufficient to form a beliefas to the truth ofthe averments regarding the state ofincorporation, Floridaregistration, and/orwebsite ofEric Evans Aviation, which allegations therefore are denied. For further response, the contents ofa company's website are not determinative as to the identification and extent ofits business contacts and contracts. Indeed, the relationship between Innisfree and Eric Evans Aviation is described in the BraddockDeclaration at paragraphs 20 through 22, and the contractbetween Innisfree and Eric Evans Aviation is attached thereto as Exhibit 3. Furthermore, registration with the Florida Department ofState is not required tmder all circumstances, and there are several exceptions, including sales through independent contractors, sales that are accepted or closed outside the state ofFlorida, and transacting business ininterstate commerce- all ofwhich are common circumstances withrespect to aircraft sales. See Fla. Stat.§ 607.1501. 20. The averments ofparagraph 20 ofComplainant's Motion are denied. For further response, Pensacola incorporates by reference its responses to paragraphs 18 and 19, supra. 21. The averments ofparagraph 21 ofComplainant's Motion are denied as stated. The FAA's Information Request is a written document that speaks for itself. 22. The averments ofparagraph 22 ofComplainant's Motion are denied as stated. Pensacola's Reply to the FAA's Information Request is a written documentthat speaks for itself. For further response, Complainantmischaracterizes Pensacola's Replyto the FAA's Information Request. Pensacola and Innisfree temporarily suspended Innisfree's obligation to construct the subject hangar, in consideration ofthe suspension ofPensacola's obligationto expend additional

7 PHDATA 5334758_1public funds 1on infrastructure (i.e., a taxiway), which could be rendered useless or require material alteration, depending uponthe FAA'sruling inthis matter. Such action was inthe public's best interest and done to avoid potential waste ofscarce public resources. In any event, Innisfree's legal obligationto constructthe subject hangarpromptlyupon appropriate resolution ofthis actionremains fully effective. Moreover, the subject rental credit existsto place Innisfree
on equal footing with Complainant, by affording itthe same economic basis for hangar development as was enjoyed by Complainant. There is no legal requirement, however, that the hangar construction cost be incurred contemporaneously withthe rent credit. As long as Innisfree builds the hangar, as it is legally required and has expressly agreed to do, the "playing field" between Complainant and Innisfree is level. Any remaining averments ofComplainant's Motion not specifically admitted herein are denied. 23. The averments ofparagraph 23 ofComplainant's Motion are denied as stated. Amendment 2 to the subject lease is a written document that speaks for itself. Additionally,
awareness ofthe risk associated with Complainant's improvident action does notjustifywasting public funds on the construction ofa taxiwaythat may notbe used. For further response, Pensacola incorporates byreference its response to paragraph 22, supra. 24. The averments ofparagraph 24 ofComplainant's Motion are denied, as attempts to characterize a written document that speaks for itself. For further response, the issue is not whether Innisfree agreed to refrain from seeking reimbursement from Pensacola. The issues are whether Innisfree remains legally obligated to construct the subject hangar (it does) and whether temporary suspension ofPensacola's obligation to constructthe taxiway necessary to access the 1 Pensacola already has expended approximately $215,000.00 in the discharge ofits obligations

with respectto the subject hangar, mostly for engineering and engineering-related services.

8 PHDATA 5334758_1subjecthangar is in the public's interest (it is). Moreover, the subjectrental creditplaces Innisfree on equal footing with Complainant, by affording it the same economic basis for hangar development as was enjoyedby Complainant. Underthe present circumstances, the temporary suspension ofbothInnisfree's and Pensacola's construction obligations do not create any "unjust discrimination." 25. The averments ofparagraph 25 ofComplainant's Motion are denied. For further response, Pensacola incorporates byreference its responses to paragraphs 22 through 24, supra. 26. The averments ofparagraph 26 ofComplainant's Motion are denied. For further response, Pensacola incorporates by reference its responses to paragraphs 22 through 24, supra. 27. The averments ofparagraph 27 ofComplainant's Motion are denied. For further response, Complainant again grossly mischaracterizes facts and circumstances. In particular, for example, Complainant's avermentthat Pensacola "freely offeredthe waiver [ofthe hangar construction obligation] to Innisfree, without anything in return" is patently false and contradicted bythe record. First and foremost, Innisfree's obligationto buildthe subjecthangar
never was waived. Muchto the contrary, it was temporarily suspended, as clearly stated in Pensacola's March 10, 2014letterto Innisfree. Moreover, the consideration for this temporary suspension is the mutual andreciprocal suspension ofPensacola's obligationto construct a taxiwayto access the subject hangar -a significant benefit and eminently reasonable protection ofpublic funds. There is no unjust discrimination against Complainant. 28. The averments ofparagraph 28 ofComplainant's Motion are denied. For further response, Pensacola incorporates by reference the foregoing paragraphs ofthis response. 29. The averments ofparagraph29 ofComplainant's Motion are denied. For further response, Pensacola incorporates by reference the foregoing paragraphs ofthis response.

9 PHDATA 5334758_130. Pensacolarespectfullyrequests thatthe FAA deny Complainant'sMotion in its entirety, and award such additional reliefto Pensacolathatmaybe warrantedunder the circumstances.

May27, 2015 Schnader Harrison Segal & Lewis LLP Suite 2700, Fifth Avenue Place 120 Fifth Avenue Pittsburgh, PA 15222 Counsel for Respondent, PensacolaInternational Airport, a Division ofthe City ofPensacola

10 PHDATA 5334758_1CERTIFICATE OF SERVICE I hereby certify that on May 27,2015,true and correct copies ofthe foregoing RESPONSE OF PENSACOLA INTERNATIONAL AIRPORT, A DIVISION OF THE CITY OF PENSACOLA, TO COMPLAINANT'S MOTION TO ADMIT MATERIAL FACTS were sentby email and U.S. Mail, first class postage prepaid, to the following: Leonard D. Kirsch, Esquire Shelley

### A. Ewalt, Esquire McBreen & Kopko 500 North Broadway Jericho, NY 11753 Attorneys for Complainant lkirsch@mklawnyc.com sewalt@mklawnyc.com

Counsel for Respondent, Pensacola International Airport, aDivision ofthe City ofPensacola

PHDATA 5334758_1

# Exhibit 

# ABEFORE THE UNITED STATES OF AMERJCA DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION PENSACOLAAVIATION CENTER LLC, ) ) Complainant, ) 

### v. ) ) PENSACOLA INTERNATIONAL AIRPORT, ) Docket No. 16-12-12 A DIVISION OF THE CITY OF ) PENSACOLA, ) Respondent. ) DECLARATION OFCARL C. BRADDOCK Carl C. Braddock makes the following declaration, pursuantto 28 U.S.C. § 1746: I. I am an adult individual ofsound mind. Ihave personal knowledge ofthe matters set forth in this affidavit or otherwiserely upon documents and informationmaintained inthe ordinary course ofmy employer's business, and would testifY under oath at anyjudicial or administrativeproceedingto the matters set forth herein. 2. I an1 employed by Aerose LLC d/b/a hmisfree Jet Center ("hmisfree") as the General Manager. I have held that position since January of2007. 3. On or about March 23, 2015, I received from Michael G. Moroney, a consultant for Pensacola International Airport, a division ofthe City ofPensacola ("Pensacola") a survey of Primary and Secondary Services provided by lnnisfree (the "Survey"). 4. I personally completed and signed the Survey, and a true and correct copy of

### it is attached hereto as Exhibit 

### 1. 5. The information set forth in the Survey is true and correct, to the best of my knowledge, information and belief.6. I have been infonned and understand that Pensacola Aviation Center, LLC ("Complainant") has made certain accusations and inferences about the veracity, timing and completeness ofthe Survey and my response thereto. 7. First, I completed and executed the Survey on or about March 24,2015. 8. Secondly, all of the services identified on the Survey as being provided by Innisfree, either directly or by a subcontractor to Innisfree, have been provided continuously since the inception ofthe Lease and Operating Agreement between Innisfree and Pensacola, up to the present day. 9. It is Innisfree's current intention to continue to provide all of the services identified in my response to the Survey. 

### I0. I have no infonnation or reason to believe that any ofthe services provided by lnnisfree through subcontractors 

### will cease ortenninate. 11. In particular, Complainant avers, "upon [unidentified] infonnation and belief' that Lifeguard International, LLC (a subcontractor to lnnisfree for the provision ofairframe and powerplant maintenance) "no longer provides any maintenance services for, or on behalf of, lnnisfree" and "lnnisfree has not found any subcontractorto replace Lifeguard." 

### 12. Complainant's allegations regarding Lifeguard are almost entirely false. Although Lifeguard has been acquired by a new owner, Lifeguard's successor personnel continue to honor and abide by its agreement to provide airframe and powerplant maintenance services to Innisfree's customers,

**a~** confirmed and set forth 

### in its August 30, 2012 letter to me (which is attached to the Survey). Accordingly, it has not been necessary to find a "subcontractor to replace Lifeguard," as falsely averred by Complainant. lnnisfree has met its airframe and powerplant maintenance obligation continuously since being granted FBO status.

213. Complainant also avers that Lifeguard's provision of airframe and powerplant maintenance services on an '"as-needed" basis does not comply with the Minimum Standards for Commercial Aeronautical Activities, because those services allegedly are not available a minimum ofeight (8) hours per day, five (5) days perweek. 14. Once again, Complainant's accusations are false. Innisfree and Lifeguard have interpreted and executed their agteement to provide these services on an "as-needed" basis in a literal sense and in accordance with the plain meaning of that language. In other words, Lifeguard provides these services as needed, which means that Lifeguard is available 

### more than eight hours per day, five days a week. As such, Innisfree actually exceeds the applicable requirements ofthe Minimum Standards. 15. Even ifthat were not the case, lnnisfree recently has contracted two certificated airframe and powerplant mechanics, who will provide these services in a manner that meets or exceeds the applicable requirements ofthe Minimum Standards. 16. Innisfree has not subdivided or cordoned its leasehold into separately marked areas, but nevertheless has guaranteed access and dedicated ramp, hangar and office space for these services that is sufficient to comply \Vith Section 7.1.2 of the applicable Minimum Standards. 17. I further understand that Complainant has made similar accusations with respect to avionics maintenance and sales services providedby Innisfree through Avionics Solutions. 18. A true and correct copy of the agreement between Innisfree and Avionics Solutions is attached hereto as Exhibit 2. 19. Like Lifeguard, Avionics Solutions provides services on an as-needed basis, which actually exceeds the applicable requirements ofthe Minimwn Standards. Furthermore,

3although Innisfree has not subdivided or cordoned its leasehold into separately marked areas, it nevertheless has guaranteed access and dedicated ramp, hangar and office space for these services that is sufficient to comply with Section 7. 1.2 ofthe applicable Minimum Standards. 20. Finally, I understand that Complainant has made various accusations about aircraft sales services provided by Innisfree through Eric Evans Aviation LTD. 21. A true and correct copy of the agreement between Innisfree and Eric Evans Aviation LTD is attached hereto as Exhibit 3. 22. Like Lifeguard and Avionics Solutions, Eric Evans Aviation LTD provides services on an as-needed basis, which actually 

### exceeds the applicable requirements of the Minimum Standards. Furthermore, although lnnisfree has not subdivided or cordoned its leasehold into separately marked areas, it nevertheless has guaranteed access and dedicated ramp, hangar and office space for these services that is sufficientto comply with Section 7.1.2 of the applicable Minimum Standards. I declare, pursuant to 28 U.S.C. § 1746 and under penalty ofperjury, that the foregoing is true and correct. Executed on May 27,2015.

4

# Exhibit 

# 1

### Primary Services 

### Fueling AircraftLine Service PilotServices and Concessions Airframe and Powerplant Maintenance SecondaryFBO Service - Must Provide Two 

### FlightTraining Aircraft Charteror Air Taxi and Aircraft Management Operations AircraftRental Avionics Maintenance and Sales Aircraft Storage andHane:ars AircraftSales Aircraft Restoration and Refurbishing Specialized Flying Services



# . Service Provided by InnisfreeJetCenter Pensacola International Airport
Is this Service How Provided


# - Innisfree or Provided? Subcontractor Yes Innisfree Yes Innisfree Yes Innisfree Yes Subcontractor 

## - Lifeguard Air Ambulance/Southern Sky Leasing LLC.



### No No

No Yes Subcontractor

- AvionicsSolutions
Yes Innisfree Yes Subcontractor

- Eric Evans Aviation LTD. No
No

I 

# t}[-/{JJJ;

"L

### InnisfreeJetCenterGeneral Manager

# LIFEGUARD AIR AMBULANCE

Carl Braddock, General Manager lnnisfree Jet Center 4343 Jerry L. Maygarden Road Pensacola, FL 32504

August 30, 2012

Maintenance and Servicing Agre8ment

Southern Sky Leasing, LLC, a subsidiary of Lifeguard International, LLC, will provide aircraft servicing and maintenance to the customers and/or tenants of lnnisfree Jet Center, on an as needed basis. We will provide the necessary light maintenance and servicing that will be within our capabilities and the equipment and supplies that we have available.

/ Henry E. (Hank) Cressman Director of Maintenance Lifeguard International, LLC

Corporate Headquarters P.O. Box 487 • GulfBreeze, Florida 32562-0487 Flight Quotes: 1-800-262-4688 'Telephone: l-800-473-6776 Fax Line: l-850-473-6772 'www.LifeguardAir.com

# _ ISFREE ==JET CENTER

11.26.2012 Pensacola International Airport Attn: Mrs. Melinda Crawford, Airport Director 2430 Airport Blvd. Pensacola, FL. 32504 Mrs. Crawford, 

## "lECEIVED 

## NOV 2 72012

In accordance with the revised Minimum Standards (July, 2012) the lnnisfree Jet Center would like to move forward as an FBO. Perthe Minimum Standards we will be providing Fueling, Line Services, Pilot Services, Concessions and Airframe & Powerplant Maintenance. Our Maintenance will be subcontracted to LifeGuard Air Ambulance. For Secondary services we will be providing Aircraft Storage & Hangars and Aircraft Sales. Our Aircraft Sales will be subcontracted to Eric Evans Aviation, Ltd. Wewould appreciate your assistance with notifyingthe State of Florida thatwe are an FBO to insure we receive propertytax exempt status from same. 

# lltU

Carl Braddock General Manager lnnisfreeJet Center 4343 Jerry L. Maygarden Road Pensacola, FL. 32504 4343 Jerry L. Maygarden Road Pensacola, FL 32504

(850) 4364500 (I) (850) 436·6500 (Q wvvw.inntsfreejetcenter.com

# Exhibit 

# 2

### AEROSE LLC d/b/aInnisfree Jet Center SUBLEASE CONTRACT
THIS SUBLEASE CONTRACT is entered into as ofthe last date set forth below and made effective as ofthe !stday ofMay, 20!4, by and between Aerose LLC, aFlorida Limited Liability Company, d/b/a Innisfree Jet Center with it principal place ofbusiness at the Pensacola Regional Airport (PNS) Pensacola, Florida, hereafter called "Lessor" and Avionics Solutions LLC, hereinafter called "Lessee". (It is mutually agreed by both parties hereto, where eitheris mentioned herein, thatreference to eitherparty refers to theirrespective successors assigns who are bound as fully and completely by the covenants herein as the panies hereto.)



### I. 

### PREMISES For and in consideration ofthe mutual covenants herein set forth, Lessorhereby leases to Lessee and Lessee hereby leases from Lessor the following described premises: One Main Hangar Space and one office space in Lessor's HangarBuilding located on the easterly side ofthe City ofPensacola, FloridaRegional Airport, together with all rights, privileges, easements and appurtenances now orhereafter belonging to said Hangar Space and as are necessary for and consistent with Lessee's use in accordance with Article IV (herein the Leased Premises).



### H. TERM OF SUBLEASE Unless earlierterminated ashereinafter provided, the term ofthis Lease shall be one year, commencing effective as ofthe first day ofMay,2014, and with Lessee having an option to renew the Lease for an additional one yearterm upon the same terms and conditions as the original term. Notwithstanding the foregoing, should Lessee experience a significant change in its aircraft operations, such as withdrawing its operations from the Pensacola, Florida area or requiring an airplaneto be located in Pensacola, Florida on a full time basis, then Lessee may terminate this Lease upon 90 days written notice to Lessor, notwithstanding there being no breach or default on the pan ofthe Lessor.III. RENT Lessee agrees topay Lessor as rent, the amount of$800.00permonth, payable in advance on the first day ofeach calendarmonth. Also, $75.00 per day for each aircraftkept in mainhangar space. This will be billed at the end ofeach month. Foreach year ofthe Subease, the rumual rent permonth shall be adjustedbythe greater ofNational Consumer Price Index for Urban Consumers (CPI-U) orthree percent (3%). In the eventpayment ofrent isnot submitted to the Lessor within fifteen business days after the due date, then a penalty in the amount often percent oftheunpaid rent, plus an additional1.5 percent ofthe unpaid invoice amount will be applied. Fuel invoices are due onreceipt. There will be a 1.5 percentpenalty applied to unpaid fuel invoices that remain unpaid ten days after the receipt date. The rent canbe adjusted at any time during the tenn ofthis Sublease on the mutual written agreement ofthe parties.


### IV. USE Lessee and Lessorhereby covenant and agree that the oneMain Hangar Space and office spacecovered bythis Sublease shall beused, and are described, in accordance with the following directives: I. The Hangar Space shallbeused primarilyfor therepair and maintenance ofthe Lesee's Customers aircraft.

V. NON ASSIGNMENT The Lessee shall not assign, convey, sublet, or otherwise transfer its interest as Lessee without thepriorwritten consent ofLessor, which consent shall notbe unreasonably withheld. Any attempt to assign, convey, sublet orotherwise transfer its interest as Lessee without said written consent shall be void and ofno effect.

VI. WASTE The Lessee shall not sufferor commit anywaste upon the Subleased Premises.
VII. DESTRUCTION OF PREMISES Should tbe premises be destroyed or so damaged as to becomeuntenantable by any act not caused bythe Lessee, then this Sublease, at the option ofthe Lessee, shall tenninate on the date the premises became untenantable.VIII. MUTUAL RELEASE AND INDEMNITY
Lessee and Lessor will at all times hold harmless, defend and indemnifythe other against all actions, claims, demands, liabilities and damages to both person and property, which may in any mannerbeimposed on orincurred byeither as a consequence oforarising out ofany act, default oromission onthe part ofeither, or its officers, personnel, employees, agents, customers, orguests arising out oforany way connected with the use, occupancy or maintenance ofthe Subleased Premises. Neitherpartyhereto shall be responsible for any loss ofpersonal articles orequipment of theother left in oraround the Sublea5ed Premises, nor shall eitherbe liable for any damageto suchproperty ofthe other, itbeing stipulated that each partyhereto may secure insurance for suchproperty as it deems necessary. IX. INSURANCE Lessee shall carry insurance in the following amounts and include the following wording for the aircraft described in Section IV. Lessee shall at Lessee's expensemaintain coverage with an Insurance Carrierhaving an A.M. BestRating ofA orbetter. The company or companies mustbe authorized to do business in the State ofFlorida or through a self-insurance program approved by Lessor. Thekind of insurance and the minimum amounts required must be as follows:
• Aircraft Hull and Liability Insurance, covering all owned and non-owned aircraft under this Contract, subject to aCombined Single Limit ofLiability each occurrence of $5,000,000 Bodily Injury (including Passengers) and Property Damage, with Lessor included as an additional insured.

• General Liability Insurance coveringbodilyinjury and prope11Y damage in the amount of $1,000,000per occurrence/$2,000,000 annual aggregate.

• Automobile Liability Insurance includinghired/non-owned liabilitycoveringbodily injury and property damage inthe amount of$1,000,000 combined single limitper accident.

• Workers Compensation including State Statutory limits and Employers Liability coverage with $1,000,000 per employee Limit. Lessor should be included as an Alternate Employer on Lessee's policy, is possible. Lessee shall request from its insurers a waiver ofsubrogation in favor ofLessor and all affiliates as respects all insurancepolicies.All insurance required hereunder shall beissued by a company or companies acceptable to Lessor, shall bemaintained in full force and effect during the term ofthis Sublease, and shall not becancelled, altered, or amended without thirty (30) days prior wlitten notice having first been furnished to Lessor. Additionally, except to the extent Lessor assumes liability hereunder and agrees to indemnify Lessee, Lessor, and anyoperation orownerfor whom Lessor is performing operations or services shall submitted by Lessee to its Insurance Company as an additional insured for all such insurance policies (with the exception ofWorkers' Compensation coverage). All such insurance shall be plimary to any insurance ofLessor that mayapply to occurrence, accident or claim. Lessee agrees to have its insurancein accordance with the above requirements and, when requested by Lessor, to furnish true and correct copies ofall said insurancepolicies.

X. ATTORNEY FEES, COSTS AND EXPENSES OF LITIGATION In the event ofabreach ofthis Agreement, the breachingparty shall payto the non-breaching party all reasonable attorneys' fees, costs, and otherexpenses incurred bythe non-breaching party in enforcing its rights as a result ofsaid breach. XI. RULES AND REGULATIONS Leasee agrees to observe all rules and regulations ofthe PNS Airpmt. Lessee shall further comply with all statues, ordinances, rules, orders, and regulations ofFederal, State, County and CityGovernments and any and all oftheir departments, agencies, andbureaus. XII. SEVERABILITY This agreement is and shall be construed underthe laws ofthe State ofFlorida. Any covenant, condition orprovision ofanypart ofany covenant, condition or provision herein contained that is held invalid by any court ofcompetentjulisdiction shall be considered deleted from this agreement, but such deletion shall in no way affect any other covenant, condition or provision orany other part ofthe covenant, condition orprovision herein contained. XIII. MODlFICATION By agreement ofthe parties, this lease can be changed, moditied or discharged only by an agreement in writing which is signed by the party against whom enforcement of the change, modification or discharge is sought, orbyhisduly authorized agent.XIV. SOLE AGREEMENT OF THE PARTIES This Sublease contains the entire agreement ofthe parties hereto and no representations, inducements, promises oragreement. oral orotherwise. between the pani<:s, no embodied herein. shall beofany Ioree or effect. IN WITNESS WHEREOF. the parties have executed this Sublease Contract as of the last date set f(Jrth below. WITNESSES:

Sign:

**J.;;~(!::_:•l}}:~::::=,_** Print: CC?I,LJ-'•.c-'-"-l<LL-- AEROSE LLC d1bia !nnisfree Jet Center .· By: ···'v""+··"-··•\.,-''"-'·" .d"'--- ltS _.:li..<!:l.i:t..A&i&U
___ _

4343 Jeny L Maygarden Road Pensacola. Florida 32504 Date ;"'leY 

# I>"' 

# 2o:+:
r
AVIONICS SOlJLUTTONS LLC

(CORPORATE SEAL) (LESSEE)

# Exhibit 3

### AEROSE LLC d/b/a Innisfree Jet Center LEASE CONTR.A.CT
THIS LEASE CONTRA.CT is entered into as ofthe last date set forth below and made effective as 

### ofthe 1st day ofNovember, 2012, by and between Aerose LLCa Florida Limited Liability Company, d/bia Innisfree 

### Jet Centerwith it principal place 

### ofbusiness at the Pensacola Regional Airport (PNS) Pensacola, Florida, hereafter called "Lessor" and Eric Evans Aviation LTD
.. hereinafter called "Lessee". (It 

### is mutually agreed by both parties hereto. where either is 

### mentioned herein, that reference to eitherpartyrefers to theirrespective successors assigns who are bound as fully and completely by the covenants herein as the parties hereto.) I. 

### PREMISES For and in consideration ofthe mutual covenants herein set forth. Lessorhereby leases to Lessee and Lessee hereby leases from Lessorthe fullO\\ing described premises: One Main Hangar Space and one office space 

### in Lessor's Hangar Building located on the 

### easterly side ofthe City ofPensacola, Florida Regional Airport, together '-'ith all rights, privileges, easements and appurtenances now orhereafter belonging to said Hangar Space and as are necessary for and consistent with Lessee's use in accordance 1>vith Article 

### IV (herein the Leased Premises). 

### H. TERt'\1 OF LEASE Unless earlierterminated as hereinafterprovided, the term ofthis Lease shall be l year. commencing effective as ofthe tirst day ofNovember, 2012. and with eitherthe Lessee or Lessorhaving an option to renew the Lease for an additional year term upon the same terms and conditions as the original term, Notvvithstanding the foregoing, should Lessee experience a significant change in its aircraft operations, such as withdrawing its operations from the Pensacola, Florida area orrequiring an airplane to be located in Pensacola, Florida on a full time basis. then Lessee orLessor may terminate this Lease upon 90 days written notice to Lessor, notwithstanding there being no breach or default on the part ofthe Lessor, 

## Ht RENT Lessee agrees to pay Lessor as rem, the amount of 1.5% ofnet proceeds from each aircraft sold through the lnnisfree Jet Center. These monies paid are in lieu ofmonthly rent. These monies will be paid within 30 days ofclosing ofaircraf't sale. 

### IV. USELessee and Lessor hereby covenant and agree that the one Main Hangar Space and office space covered by this Lease shall be used. and are desc1ihed, in accordance with the following directives: 1. The Hangar Space shall be used primarily for the storage and marketing ofLess·s aircraft.

V. NON ASSIGNMENT The Lessee 

### shall not assign, convey, sublet. or otherwise transfer its interest as Lessee without the prior\vTinen consent ofLessor. which consent shall not be unreasonabl)' \Vithheld. Any attempt to assign. convey, sublet 

### or otherwise transfer 

### its interest 

### as Lessee without said IV1itten consent shall be void and ofno 

### effect.

VI. WASTE The Lessee shall not suffer orconnnit any waste upon the Leased Premises. VU. DESTRUCTION OFPREMISES Should the premises be destroyed or so damaged as 

### to become untenantable by anv 

### act not caused by the Lessee, then this Lease, at the option ofLessee. shall terminate on the date the premises became untenantable. 

### VlU. MUTUAL RELEASE AND INDEMNITY A. Lessee and Lessor will 

### at all times hold harmless, defend and indenmify the other against all actions, claims, demands, liabilities and damages to both person and property, which may in any mannerbe imposed on or incurred by either as 

### aconsequence ofor arising out ofany act. default or omission on the part ofeither, orits officers, personnel, employees. agents. customers. or guests arising out ofor any 

### way connected \Vith the use, occupancy or maintenance 

### ofthe Leased Premises. B. Neitherparty hereto shall be responsible for any loss 

### ofpersonal articles or equipment ofthe other left in 

### or around the Leased Premises. nor shall eitherbe 

### liable for any damage to such property ofthe other, itbeing stipulated that each party hereto may secure insurance for such property a::. it deerns necessary. 

### IX. INSl.TRANCE Lessee shall carryinsurance in the following amounts and include the following wording for the aircraft described in paragraph J ofSection IV.

- 2-Lessee shall at Lessee's expense maintaincoverage with an Insurance Carrierhaving an A. M. Best Rating ofA orbetter. The company or companies mustbe authorized to do business in the State ofFlorida orthrough a self-insuranceprogram approved by Lessor. The kind of insurance and the minimum amounts required must be as follows:
• Aircraft Hull and LiabilityInsurance, covering all ovvned and non-owned aircraft under this Contract, subject to a Combined Single Limit ofLiability each occurrence of$5,000,000 Bodily Injury (including Passengers) and Property Damage, with Lessor included as an additional insured.
• General Liability Insurance covering bodily injury andproperty damage in the amoum of$1,000,000per occurrencel$2,000,000 annual aggregate,

• Automobile Liability Insurance including hired/non-ovmed liability covering bodily injury andprope11y damage in the amount of $1,000,000 combined single limitper accident
• Workers Compensation including State Statutory limits and Employers Liability coverage with $1,000,000 per employee Limit Lessor should be included as an Alternare Employer on Lessee's policy, 

### ifpossible. Lessee shall request from its insurers a waiver ofsubrogation in favor ofLessor and all affiliates as respects all insurancepolicies. AI! insurance required hereunder shaH be issued by a company or companies acceptable ro Lessor. shall be maintained in full force and effect during tbe tenn ofthis Lease, and shall not be cancelled. altered. or amended without thirty (30) days prior WTitten notice having first been furnished to Lessor. Additionally, except to the extent Lessor assumes liability hereunder and agrees to indemnify Lessee, Lessor and any operation or ovmer for whom Lessor is perfonning operations or services shall be submitted by Lessee to its Insurance Company as an additional insured for all such insurance policies (with tbe exception ofWorkers' Compensation coverage). All such insurance shall be primary to any insurance ofLessor that may apply to any occurrence. accident orclaim. Lessee agrees to have its insurance in accordance with the above requirements and, whenrequested by Lessor, to furnish tme and correct copies ofall said insurance policies. X. A TTOR"'EV FEES, COSTS AND EXPENSES OFUTIGATION In the event ofa breach ofthis Agreement, the breachingparty shall pay to the nonbreaching party all reasonable attomeys' fees, costs and otherexpenses incurred by the nonbreaching party in enforcing its rights as a result ofsaid breach.



### ,

- 0 •

### XI. RULES AND REGULATIONS Lessee agrees to observe all rules and regulations ofthe PNS Airport. Lessee shall further comply with all statutes, ordinances, rules, orders, and regulations ofFederaL State, County and City Governments and any and all oftheir departments, agencies, and bureaus. 

### XU. SEVERABILITY This agreement is and shall be construed under the laws ofthe State ofFlorida. Any covenant, condition orprovision 

### ofany part ofany covenant, condition orprovision herein 

### contained that is held invalid by any 

### court ofcompetentjurisdiction shall be considered deleted from this agreement, but such deletion shall 

### in no way affect any other covenant condition or provision or any otherpattofthe covenant, condition or provision herein contained.



### XIII. MODIFICATION By agreement ofthe parties, this lease can be changed, modified or discharged only by an agreement in 'WTiting which is signedby the party against whom enforcement ofthe change, modification or discharge is sought, orby his duly authorized agent. 

### XIV. SOLE AGREEMENT OF 

### THE PARTIES This Lease contains the entire agreemem ofthe parties hereto and no representations, inducements, promises or agreement oral 

### or otherwise, between the parties, not embodied herein, shall be of

### any force or effect. IN WITNESS WHEREOF, theparties have executed this Lease Contract 

### as ofthe last date set forth below. WITNESSES:



### - 4- AEROSE LLC


### B

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### lts_--==---------- Print Name: 

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# ~~ (LESSOR) 4343 Jerry Maygarden Road



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### 5- 

### (LESSEE) Date: 

# I I

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## 2-

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