REQUEST FOR PROPOSALS (RFP) 2018-2999 - … · REQUEST FOR PROPOSALS (RFP) 2018-2999. ... results...

of 11 RFB2018-2999 Parcel A Lease

REQUEST FOR PROPOSALS (RFP) 2018-2999 Martin County Board of County Commissioners Purchasing Division 2401 S.E. Monterey Road Stuart, Florida 34996 (772) 288-5481 [email protected] www.martin.fl.us The Board of County Commissioners, Martin County, Florida, will receive sealed bids for:

LEASE OF PROPERTY AT MARTIN COUNTY AIRPORT WITHAM FIELD (PARCEL A) FOR AERONAUTICAL PURPOSES

Sealed proposals will be received by the Information Desk on the 1st Floor at the address above until 2:30 PM local time, on WEDNESDAY, JANUARY 10, 2018. A pre-proposal meeting and site visit is scheduled for November 7, 2017 at 11:00 AM at the Airport Administration Office, 2011 SE Airport Road, Stuart, FL 34996. Proposers are strongly encouraged to visit the site and not to rely exclusively upon the descriptions included in this RFP. The RFP is available at www.martin.fl.us . Type “bids” in the search field, then click on “Bid Search”. Proposers are encourgaged to register on www.publicpurchase.com (online bidding site). Addenda, if any, will be posted on this site. Publish: The Stuart News October 21, 2017

http://www.martin.fl.us/


http://www.publicpurchase.com/


LIST OF CONTENTS Disclosure & Disclaimer ..................................................................................................................3

Background & Requirements ...........................................................................................................4

Proposal Content & Format .............................................................................................................6

Selection Criteria & Process ............................................................................................................7

Instructions to Bidders .....................................................................................................................9

Attachments

1. Property Survey

2. Legal Description

3. Location Map 4. Property Information Sheet

5. Appraisal

6. Sample Lease


DISCLOSURE AND DISCLAIMER This request for proposals ("RFP") is being issued by the Martin County Board of County Commissioners (“County”). As more fully set forth in this RFP, any action taken by the County in response to proposals made pursuant to this RFP, or in making any award or failure or refusal to make any award pursuant to such proposals, or in any cancellation of award, or in any withdrawal or cancellation of this RFP, either before or after issuance of an award, shall be without any liability or obligation on the part of the County. The County specifically reserves the right to refrain from awarding a lease of any or all of the Property to any persons and to withdraw from the process and negotiations at any time at its sole and absolute discretion. The County reserves the right to enter into a lease with any of the Proposers on the basis of the impact on the Martin County Airport Witham Field by the proposed project at the County’s sole and absolute discretion and not necessarily to the Proposer offering the highest lease price. The County expressly reserves the right to obtain economic feasibility studies or third party evaluation with regard to any part of the subject proposals. Following submission of a proposal, the Proposer agrees to promptly deliver such further details, information and assurances including, but not limited to, financial and disclosure data, relating to the proposal and/or the Proposer, including the Proposer’s affiliates, officers, directors, shareholders, partners and employees, as requested by the County. The information contained herein is provided solely for the convenience of Proposers. It is the responsibility of a Proposer to assure itself that information contained herein is accurate and complete. Neither the County, nor its representatives, provides any assurances as to the accuracy of any information in this RFP. Any reliance on the contents of this RFP or on any communications with County representatives shall be at each Proposer’s own risk. Proposers should rely exclusively on their own investigations, interpretations and analyses in connection with this matter. This RFP is being provided by the County without any warranty or representations express or implied, as to its content, accuracy or completeness, and no Proposer or other party shall have recourse to the County if any information herein contained shall be inaccurate or incomplete. No warranty or representation is made by the County that any proposal conforming to these requirements will be selected for consideration, negotiation or approval. The County shall have no obligation or liability with respect to this RFP, or the selection and award process contemplated hereunder. The County does not warrant or represent that any award or recommendation will be made as a result of the issuance of this RFP. All costs incurred by a Proposer in preparing and responding to this RFP are the sole responsibility of the Proposer. Any recipient of this RFP who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer and agrees to be bound by the terms hereof. Any proposal submitted pursuant to this RFP is at the sole risk and responsibility of the party submitting such proposal. This RFP is made subject to correction of errors, omissions, or withdrawal without notice. Information contained in the RFP is for guidance only and each recipient hereof is cautioned and advised to independently verify all of such information. In the event of any differences between this Disclosure and Disclaimer and the balance of the RFP, the provisions of this Disclosure and Disclaimer shall govern. The County reserves the right to select the proposal which, in the opinion and sole discretion of the County, will be in the best interest of and/or most advantageous to the County. The County reserves the right to waive any irregularities and technicalities and may, at its discretion, request resubmittal of


proposals. All expenses in preparing the proposal and any re-submittals shall be borne by the Proposer. The County and the Proposer will be bound only if and when a proposal, as it may be modified, is approved and accepted by the County, and the applicable agreements pertaining thereto are approved, executed and delivered by the Proposer to the County, and then only pursuant to the terms of the agreements executed by the Proposer and the County. All or any responses to this RFP may be accepted or rejected by the County for any reason, or for no reason, without any resultant liability to the County. The County is governed by the Sunshine Law and the Public Records Law of the State of Florida and all proposals and supporting data shall be subject to disclosure as required by such laws. All proposals shall be submitted sealed and shall remain confidential to the extent permitted by the Public Records Law until the date and time selected for opening responses. BACKGROUND & REQUIREMENTS In 2015, the County approved the return of approximately 18 acres from a tenant back to the Airport Enterprise Fund. Pursuant to the 2010 Airport Master Plan for Witham Field, approximately 2 acres is allocated to road access and utility infrastructure, 4 acres has an identified use of non-aeronautical and 6 acres has an identified use of aeronautical. The County has approved a conceptual plan and selection criteria for the 6 acres of aeronautical use property. The County has split and made two separate aeronautical use properties available for lease pursuant to the approved conceptual plan and the selection criteria set forth herein. The lease of airport property shall be consistent with FAA requirements for grant obligated airports and the Airport Minimum Standards. The County is seeking Proposers who have the financial and organizational capacity to successfully implement the proposed capital infrastructure in a timely manner and who provide a favorable vision to utilize the property to fulfill the goals of making the Airport a stable, viable and self-sustaining entity. This Parcel currently holds an outdated Airplane hangar which will be the responsibility of the bidder to demolish. All future development must comply with current zoning requirements, FAA regulations, and the Airport Master Plan. Proposers must have the ability to obtain sufficient financial resources in a timely manner in order to complete the capital infrastructure. Proposers shall submit a plan outlining their proposal for the development of the property and experience in similar projects.

Occupancy The Martin County Airport Witham Field (Airport) currently has three (3) aeronautical and two (2) non-aeronautical tenants. During times of economic change, the limited number of Airport tenants results in great fluctuation of economic and use impact. If the Airport had more direct tenant leases rather than more subleases the Airport has an increased likelihood of remaining a stable, viable and self-sustaining entity. The County has prioritized its leasing interest for Airport properties to entities that have no intent to sublet. Airport Investment The Airport currently has 5 tenants that have invested significant capital improvements into Airport property. Entities that invest in large capital developments over longer periods are considered by the


County to be economically and operationally advantageous for the Airport versus a low capital investment and short-term tenant. The County accepts that the exiting Fixed Base Operators are better equipped to handle short-term tenants who have no desire to invest in capital projects. The County has prioritized its leasing interest for Airport properties to entities that will increase the value of capital infrastructure, request a longer lease term, and operate in a manner that will not adversely affect the existing Airport operations. Prioritization of Needs While various industries have different demand markets, the County is cognizant of market gaps in aeronautical services offered at the Airport. The County desires to create a full service airport environment at the Airport consistent with the Airport Master Plan and approved conceptual plan. Thus, the County has prioritized its leasing interest for Airport properties to entities that provide needed or enhanced services based on the following data:

1. (Highest) Aircraft or Component Maintenance, Repair, Service, Manufacture or Assembly: As

of January 2017, the Airport has two (2) piston aircraft repair facilities and one (1) jet repair center. Prior to 2013, there were competitors for both piston and jet repair stations. Since the competing businesses left the Airport, there has been an increase in pilots escorting mechanics through the fence or going elsewhere for needed repairs. Through the fence activity is not allowed under the Martin County Airport Witham Field Operating Rules and Regulations, but the County recognizes that pilots have the right to self-service. The County is seeking to create a competitive environment and eliminate an environment where entities could be accused of having an exclusive right. The County is also seeking to become more competitive within the region for availability of on-site jet repair services. The County has determined aircraft repair to be the primary aeronautical use needed at the Airport.

2. Flight Department: The Airport currently has one (1) T-Hangar development and one (1) other hangar outside Fixed Base Operator (FBO) facilities. Commercial entities and private individuals have expressed interest in building stand-alone hangars at the Airport that are not contracted to purchase fuel from one FBO over another. The County has determined stand-alone hangars to be a high priority need at the Airport.

3. Professional Office with Hangar: The Airport has existing office space, all of which is currently configured to aeronautical activities. Commercial entities and private individuals have expressed interest in building hangars with office space to conduct aeronautical activities with certain non-aeronautical functions. Certain commercial entities are interested in expanding the service area of their business by having easy and convenient access to aircraft. The County has determined office space to be a moderate priority need at the Airport.

4. Air Charter or Air Taxi Management: The Airport has a number of air charters, air taxi and air ambulance businesses. Existing firms located at the Airport and other commercial entities and private individuals have expressed interest in building aeronautical infrastructure with specific buildings related to the operation of air charters, air taxi management, and air ambulance activities. The County has determined air charters, air taxi management, and air ambulance activities to be a moderate priority need at the Airport.

5. Aircraft Storage: The Airport has various types of storage available to store aircraft. Each storage type has a competitive market between private businesses and there are no current waiting lists for any hangar space. Commercial entities and private individuals have expressed


interest in building aeronautical infrastructure related to aircraft storage. The Airport and private enterprises have plans to build additional aircraft storage in their Capital Improvement Program. Thus, the County has determined aircraft storage in addition to that which existing and planned to be a low priority need at the Airport.

6. (Lowest) Flight Training: The Airport has two (2) primary flight schools, two (2) jet-training facilities, and two (2) simulator-training facilities. The Airport also handles significant cross county and overflow traffic from surrounding airports for flight training activity. All flight schools based at the Airport have been able to expand and consolidate as needed with the economic market. Commercial entities and private individuals have expressed interest in building aeronautical infrastructure related to flight training. The County has determined flight training to be a low priority need at the Airport.

Strength of Business The County desires to lease airport property to entities that have the financial capability to construct the proposed improvements and initiate operations consistent with a proper business plan which demonstrates the viability of the business locating at the Airport. The County considers important information related to the viability of the business includes, but is not limited to, background, qualifications, and experience of the company and related individuals in the proposed business. The County has prioritized its leasing interest in airport property to entities that meet general but sound business traits. Price Proposal The County desires the Airport remain a stable, viable, self-sustaining entity. Fair market value lease rates will be pursued. The Price Proposal rankings will only be applied to the top ranked proposers after all proposers are ranked based on the preceding criteria. The County has prioritized its leasing interest in airport property to entities that offer fair market value lease rates.

PROPOSAL CONTENT & FORMAT Proposer shall submit three (3) unbound printed copies on 8-1/2 x 11 paper with drawings/plans to scale on 11 x 17 paper. All proposals shall be typewritten with minimum 12 point font. A PDF rendition of the entire package shall also be submitted on a thumb drive or CD. Proposals shall, describe the project and the Proposer’s qualifications in the following format with each section tabbed: 1. State the offering price for the property including terms of payment, anticipated lease start date, and

any conditions, contingencies, and additional requirements that affect the lease (2 page limit) 2. Drawings/ plans (the Proposer may choose an architectural or engineering scale appropriate to

communicate the concept of the proposed project): a. Conceptual site plan including, at a minimum, location of proposed building meeting the

required setbacks and public facilities surrounding the site. Plans must indicate the height(s) of the proposed buildings. Ramp space, driveways, parking, sidewalks and walkways should be illustrated.

b. Conceptual elevations and roof plan, consistent with the design standards of Martin County and Federal Aviation Administration Advisory Circulars.

c. Conceptual plan that outlines hangar, office, and ramp square footages.


3. Time schedule for the completion of the project (1 page limit)

4. Total project cost analysis stating, by category, the major elements of the project including, at a

minimum, site development costs (including but not limited to demolition (if applicable), paving, grading, drainage, landscaping) building construction costs, permit, architectural and engineering costs and any other significant costs. The intent of this preliminary development budget is to assist in evaluating the financial feasibility of the project at this conceptual stage and it should be realistic given the Proposer’s experience. (2 page limit)

5. A Business Summary Plan (4 page limit) which includes the following:

a. A financing plan which includes a proposal for securing construction and permanent financing for the project. Third party evidence of an ability to secure financing such as a preliminary financing commitment letter or letter of interest from a lending institution or other primary source of investment financing must accompany the RFP response. A firm financing commitment from a lending institution or other source of investment financing will be required prior to the leasing of the land, or as otherwise stipulated in negotiated agreements between the Proposer and County.

b. Description of the legal organizational structure of the Proposer (and its parent entity, if it is a

subsidiary). If the Proposer intends to create a separate entity solely for the purpose of developing the proposed project, then each partner or stockholder or member should describe their respective legal organizational structure.

c. Identification of the Proposer’s principals, partners, officers, or co-venturers, including

names, addresses, telephone and fax numbers and federal business identification numbers.

d. Information concerning the relevant experience of the Proposer and key project personnel, including a listing and description of past projects.

e. A minimum of three (3) professional references.

f. Information regarding any legal or administrative actions, past or pending, that might

impact the capacity of the Proposer (or its principals or affiliates) to complete the project must be disclosed. Disclosure of any bankruptcies, foreclosures and other legal actions past or pending by any of the above or related entities during the past ten years must be made with the RFP.

SELECTION CRITERIA & PROCESS All proposals submitted in response to this RFP will be reviewed for their relative strengths and weaknesses. Selections will be based on the completeness and quality of responses to this solicitation. Proposers must provide accurate contact information and attest to the veracity of the information supplied. At its discretion, County staff may contact references and industry sources, investigate previous projects and current commitments, interview some or all of the proposed development team members, and take any other information into account in its evaluation of the responses. The County reserves the right to request clarification or additional information and to request that Proposers make presentations to the County, community groups or others. All


evaluations shall be made according to the criteria set forth herein and will be made according to the County’s business judgment. Each of the following criteria will be evaluated based on the point scale below: Criteria Point Value Occupancy (proposer intends to be tenant and has no intent to sublease) 10 Airport Investment

• Total value of proposed capital investment (greater economic benefit to the Airport in addition to lease payments = more points)

• Long lease request (longer term desired = more points (30 yr or 30 yr with 2 additional 10 year options)

• Operational Impact on Airport infrastructure (ability of based aircraft to comply with SID, commitment to voluntary noise measures)

10

Prioritization of needed or enhanced services and/or facilities at the Airport. Proposals will be ranked highest to lowest based on the proposed services to be offered.

• Highest: aircraft or component maintenance, repair, service, manufacture, assembly (SCAO, SASO, AIPRO); flight department (non-commercial hangar operator, SCAO, misc. comm. service; professional office with hangar (non-commercial); Air charter, air ambulance or air taxi management; aircraft storage (A/C flycing club, min. standards amendment required.

• Lowest: Flight training (FTO, A/C rental)

40

Strength of Business • Proposed business plan • Financial capability to construct proposed improvements & initiate operations • Company background, qualifications & experience

10

Price Proposal 30 Total Points 0-100

Selection Process The County will establish a Review Committee to review and rank all qualified proposals in accordance with the selection criteria listed above. The County reserves the right to negotiate such terms and conditions with the successful Proposer as it deems in the public interest at its sole and absolute discretion. In the event a contract is not negotiated to the County’s satisfaction, the County may abandon such negotiations, and at its sole and absolute discretion may commence negotiations with the next ranked Proposer. In the event only one responsive proposal is received, the County reserves the right to award to the sole Proposer, negotiate with the sole Proposer, re-advertise the request for proposal, with or without making changes to the evaluation factors, or elect not to proceed. Once a Proposer is selected, the parties shall enter into a lease agreement for the Property. The selected Proposer will be permitted to access the Property following execution of the lease agreement.


INSTRUCTIONS TO BIDDERS

1. Failure to comply with these instructions may result in disqualification of your bid.

2. All bids must be submitted in a sealed envelope, plainly marked on the outside with the bid number and bid due date.

3. By submitting a proposal, the Proposer agrees to be governed by the terms and conditions set forth in this RFP, as well as applicable state and local laws. Any exceptions to the specifications must be clearly identified in the last section of the Proposer’s response.

4. All materials submitted in response to this request shall become the property of the County and shall not be returned. Selection or rejection of a submission does not affect this right.

5. Only information which is in the nature of legitimate trade secrets or non-published financial data may be deemed proprietary or confidential. Any material within a submission identified as such must be clearly marked as CONFIDENTIAL and will be handled in accordance with the Florida State Policy on Public Records Chapter 119 Fla. Stat. and applicable rules and regulations. Any submission marked as CONFIDENTIAL in its entirety may be rejected without further consideration or recourse.

6. Submitted bids become a public record when a notice of intended award is made or 30 days after bid opening, whichever is earlier.

7. All oral or written inquiries are to be directed to the Purchasing Division. Any violation of this condition shall result in rejection and disqualification of the Proposer.

8. It is the bidder's responsibility to assure that Bids are received by the Purchasing Division or Information Desk on the 1st Floor, at 2401 SE Monterey Rd., Stuart, FL 34996 by the bid deadline. Any submittal received after the stated date and time will not be accepted or considered. No faxed or e-mailed offers will be considered. No offers will be accepted or received in any other Martin County office.

9. Bids will be publicly opened and read aloud at the address herein on the above appointed date and time or as soon as possible thereafter.

10. A bid tabulation will be posted as soon after the bid opening as possible on www.martin.fl.us.

11. As to any matter relating to this RFP, any Proposer, team member, or anyone representing a

Proposer is advised that they are prohibited from contacting or lobbying the County Commissioners, County Administrator, any other person working on behalf of the County or any County staff, other than Purchasing personnel regarding this RFP except during scheduled pre-submittal meetings on any matter related to or involved with this RFP. This “No-Lobbying Provision” is in effect from the date of publication of the RFP and shall terminate at the time the County selects a proposal, rejects all proposals, or otherwise takes action which ends the solicitation process. For purposes of clarification, a team’s representatives shall include, but not be limited to, the Proposer’s employees, partners, attorneys, officers, directors, consultants, lobbyists, or any actual or potential subcontractor or consultant of the Proposer and the Proposer’s team. Such communication shall result in disqualification.



12. Bid must be signed by an authorized representative with full signature authority and returned with

the bid.

13. Laws Governing this Contract: Any contractual arrangement between Martin County and the vendor shall be consistent with, and be governed by, the ordinances of Martin County, the laws of the State of Florida, both procedural and substantive, and applicable federal statutes, rules and regulations. Any and all litigation arising under any contractual arrangement shall be brought in the appropriate court in Martin County, Florida.

14. The County shall not be liable for any costs incurred by Proposers. Costs associated with developing the proposal, preparing for oral presentations, and any other expenses incurred by the Proposer in connection with this RFP are entirely the responsibility of the Proposer and shall not be reimbursed in any manner by the County. The County is not obligated to pay, nor will it in fact pay, any costs or losses incurred by the Proposer at any time, including, but not limited to, the cost of: (i) any prior actions by the Proposer in order to respond to any selection process, or (ii) any future actions by the Proposer in connection with the negotiations, including, but not limited to, actions to comply with requirements of the County or any applicable laws.

15. Conflict of Interest: Section 112.313, Fla. Stat., prohibits contracts with County employees, officers and advisory board members. Further, all Proposers must disclose the name of any County employee or elected official who owns, directly or indirectly, interest of ten percent (10%) or more in the Proposer’s firm or any of its branches.

16. Americans with Disabilities Act (ADA) Notice: Bidders needing special accommodations for viewing the subject surplus property or attending the bid opening should contact the Purchasing Division, at least seven (7) days prior to the date of the property viewing and bid opening.

17. Non-Discrimination: Bidders shall not be excluded from consideration in, denied the benefits of, or otherwise subjected to discrimination in regard to RFB on the grounds of a person's race, color, creed, national origin, religion, physical disability, age or sex.

18. Any work completed pursuant to this Application shall be governed and construed in accordance with the laws and jurisprudence of the State of Florida. At the time of Proposer’s submission of its proposal, Proposer shall be in compliance with all applicable laws of the State of Florida, the United States and local ordinances, including licensure requirements.

19. Any contractual arrangement between the County and the successful Proposer shall be consistent with, and be governed by, the ordinances of Martin County, the laws of the State of Florida, both procedural and substantive, and applicable federal statutes, rules and regulations. Any and all litigation arising under any contractual arrangement shall be brought in the appropriate court in Martin County, Florida.

20. The County reserves the right to add any and all requirements that are needed to effectuate the goals

of this project or comply with any legal requirements. The County reserves the right to amend the instructions, requirements, general and special conditions, or scope of work.

21. The County shall not be liable for any errors in proposals. The County, at its option, has the right to

request clarification or additional information from the Proposers. The application and proposal of


the selected Proposer may become part of any contract initiated by the County.

22. Proposals submitted to the County in response to this RFP shall be considered irrevocable until after a Proposer is selected to enter into contract with the County.

23. Any protest concerning this request for proposal must be made in accordance with Section 22 Martin

County Board of County Commissioners Purchasing Manual.

(Parcel “A”)

A parcel of land lying in Section 10, Township 38 South, Range 41 East, Martin County, Florida; being moreparticularly described as follows:

Commence at the Southwest corner of said Section 10, thence run South 89°53'48” East, along the South lineof said Section 10, a distance of 2669.52 feet to the South quarter corner of said Section 10; thence departingsaid South line, North 00°18'31” East, along the North-South quarter section line of said Section 10, a distanceof 1205.56 feet; Thence, departing said quarter section line, South 89°41'29” East, a distance of 8.32 feet tothe Point of Beginning;

Thence North 20°00'35” East, a distance of 242.43 feet;Thence North 69°58'12” West, a distance of 7.30 feet;Thence North 20°01'48” East. a distance of 244.19 feet;Thence South 70°05'04” East, a distance of 251.41 feet to a point on the Westerly line of Precision Jet Parcel;Thence along said line South 19°56'02” West, a distance of 487.03 feet; Thence departing last described lineNorth 69°59'25” West, a distance of 244.84 feet to the Point of Beginning.

Containing 2.77 acres more or less.

LEGAL DESCRIPTION

Surveyor's Notes:

1) This sketch and legal description is based on office information only and does not represent a boundary survey.

2) This legal description shall not be valid unless:

A)Provided in its entirety consisting of 3 sheets, with sheet 3 being the sketch of description.

B)Reproductions of the description and sketch are signed and sealed with an embossed surveyor's seal.

3) Bearings shown hereon are referenced to the South line of Section 10, Township 38 South, Range 41 East, Saidline bears South 89°53'148" East.

Certification

(Not valid without the signature and original raisedseal of a Florida licensed Surveyor and Mapper)

I hereby certify that the Sketch and Legal Description of the property shown and described hereon was completed under my direction andsaid Sketch and Description is true and correct to the best of my knowledge and belief.

I further certify that this sketch and description meets the Standards of Practice for Surveys set forth by the Florida Board of ProfessionalSurveyors and Mappers in Chapter 5J-17, Florida Administrative Code, pursuant to Section 472.027 Florida State Statutes. The Sketch andDescription is based on information furnished by client or client's representative.

Date of Signature Peter Andersen Professional Surveyor and Mapper Florida Certificate No. 5199

NOTE:This drawing does not representa boundary survey and is basedon office information only.

MARTIN COUNTYREAL PROPERTY #2859

NOT TO SCALE2013 AERIALË

E X H I B I T O N L YE X H I B I T O N L Y

SEMO

NTEREY RD

SE FEDERAL HWY

SE DIXIE HWY

SE INDIAN ST

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SiteAirport Parcel A,

Old Hangar 3

10 foot County Easement

Approximate Location of Parcel A

Martin County Property Information LookupGeneral Information Property Location Map

Parcel # 1038410000010001090000

Owner Name: MARTIN COUNTY GRUMMAN AEROSPACE CORP(LESSEE)

Owner Address: 2401 SE MONTEREY RD STUART, FL 34996

Site Address: 1681 SE AIRPORT RD STUART, FL 34996-4016

Storm Surge Evacuation Zone: N/A

Flood Zone: X Base Flood Elevation: N/A' NAVD

FIRM Panel: 12085C0161GUrban Service District: Primary

Municipality: Unincorporated Martin County Taxing District: District 2 ISO-PPC Rating: 4 Subdivision infill applicability: No

Building Design Wind SpeedOccupancy Category I: 150,140

Occupancy Category II: 160

Occupancy Category III and IV: 170

Land Use*NOTE: Land Use information can change frequently, please verify with the Martin County Growth Management Department at 772-288-5495 Zoning: PAF Zoning Details: Resolution 99-1.26 Future Landuse GENERAL INST. Landuse Details: N/A

Community RedevelopmentCRA: N/A Zoning Overlay Zone: N/A

Mixed Use Areas: N/A Schools

School information obtained from the Martin County School District system. If there are any questions, please contact the Martin County School District at 772-219-1200 Elementary School: J D Parker Elem Middle School: Stuart Middle School High School: Jensen Beach High School Created: June , 9th, 2017 2:30 PM

Election InformationElection information obtained from the Martin County GIS system. If there are any questions, please contact the Martin County Supervisor of Elections at 772-288-5637 Voter Precinct 5 Commission District: 2

Commissioner: Ed Fielding 772-288-5400

Clerk of Circuit Court: Carolyn Timmann 772-288-5576

County Sheriff: William Snyder 772-220-7000

Property Appraiser: Laurel Kelly 772-288-5608

School Superintendent: Laurie J. Gaylord 772-219-

1200 Supervisor of Elections: Vicki Davis 772-288-

5637

Tax Collector: Ruth Pietruszewski

772-288-5600

Utilities & Solid WasteService: Utility: Availability: Phone:

Water: City of Stuart Utilities Call 772-288-

5317

Sewer: City of Stuart Utilities Call 772-288-

5317 Recycle Collection: N/A Trash Collection: N/A

Print Disclaimer: The Geographic Information System map product, received from Martin County, ("COUNTY") is provided "as is" without warranty of any kind, and the COUNTY expressly disclaims all express and implied warranties, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. The COUNTY

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6/9/2017https://geoweb.martin.fl.us/info/pi.html?pcn=1038410000010001090000

ncarey

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FULLER-ARMFIELD-WAGNER

AN APPRAISAL OF THE MARKET RENTAL RATES FOR

TWO PARCELS OF LAND LOCATED WITHIN THE

MARTIN CO. AIRPORT (Witham Field) STUART, MARTIN CO., FLORIDA

PREPARED FOR Martin County Board of County Commissioners

C/o George M. Stokus, A.A.E., Assistant County Manager / Airport Manager

Martin County Airport/Witham Field

DATE OF APPRAISAL – June 9, 2017 Prepared by: Daniel D. Fuller, MAI State-Certified General Real Estate Appraiser RZ567 FULLER-ARMFIELD-WAGNER Appraisal & Research, Inc. 200 S. Indian River Dr., Suite 309 Fort Pierce, Florida 34950 Appraisal No. 19936 – 2 vacant tracts of land

FULLER-ARMFIELD-WAGNER Appraisal & Research, Inc.200 South Indian River Drive, Suite 309, Fort Pierce, Florida 34950

(772) 468-0787 / Fax (772) 468-1103 / [email protected]

Daniel D. Fuller, MAI, SRA, State Certified General Real Estate Appraiser RZ567

June 15, 2017

Martin County Board of County Commissioners C/o George M. Stokus, A.A.E., Assistant County Manager / Airport Manager Martin County Airport/Witham Field

RE: Two vacant parcels of land within Martin Co. Airport (Witham Field), Martin Co., FL

Dear Mr. Stokus:

As per our contract for appraisal services, on April 20, 2017 and June 9, 2017 I inspected the referenced property and I have investigated the property's market segment to provide an opinion of a triple net (NNN) market rental rate for the lease for two vacant parcels of land located within the Martin Co. Airport (Witham Field), Martin Co., FL. The date of appraisal is June 9, 2017.

The subject properties are identified as: Parcel A (2.77 acres) and Parcel B (2.04 acres) by client provided Legal Descriptions and Sketch of Legal Descriptions, included within this report.

The Scope of Work entails providing an opinion of the triple net (NNN) market rental rate, assuming the subject properties are offered for lease for an aeronautical use. The Scope of Work also requires research for lease rates from similar Florida airports, plus for additional support, data was analyzed to provide an opinion of the market value of the fee simple interest in the subject parcels, followed by application of a market estimated rate of return which is applied to the value to form an opinion of the market lease rate.

Please note: Parcel B is vacant, except for a concrete ramp covering the easterly approximate 180 feet, and is ready to lease, thus my opinion(s) of market value and market lease rate for Parcel B are “as is”. However, Parcel A is improved with hangar building #3, but the building has researched the end of its physical life and will be demolished for a new tenant, thus my opinion(s) are as if the property is vacant, except again the approximate easterly 180 feet is improvement with a concrete ramp utilized to park and tie down airplanes, thus my opinion of value “as vacant” (except for the ramp) is Hypothetical as I assume the hangar has been removed.

To form opinion(s) of market value and market lease rate, research extended throughout Martin County and similar size Florida located airports for sales and rental rates for vacant acreage tracts utilized for airport related use.

mjohns

Highlight


Mr. Stokus June 15, 2017 Page Two • The appraisal adheres to the Uniform Standards of Professional Appraisal Practice

(USPAP), and FAA appraisal and reporting requirements, presented in USPAP stated “Appraisal Report” format.

• The Intended Use of this appraisal is to estimate market rental rates, plus an opinion of market value is included to assist the Board of County Commissioners and/or their representatives in lease negotiations.

• The Intended User of this report is the Martin County Board of County Commissioners and/or their representatives.

• The appraisal and report are subject to the Ordinary Limiting Conditions, Extraordinary Assumptions, Hypothetical Conditions, and Certification included within this report.

Based on the available data, and my analysis of the data as presented in this report, it is my opinion that as of June 9, 2017, the market value of the fee simple interest, and a triple net (NNN) market rental rate for the subject parcels, are as follows: Parcel A – appraised under Hypothetical Condition the site is vacant except for easterly 180+ feet improved with concrete ramp area: • Market Value, Fee Simple Interest, 2.77+ acres tract of land - $725,000 • Market NNN lease rate - $0.30 per square foot Parcel B - appraised “as is”, cleared with easterly 180+ feet improved with concrete ramp: • Market Value, See Simple Interest, 2.04+ acres tract of land “as is”- $535,000 • Market NNN lease rate, “as is” - $0.30 per square foot I believe my research and analysis are complete, but if there are questions please contact me at your convenience. Sincerely,

Daniel D. Fuller, MAI State-Certified General Real Estate Appraiser RZ567 DDF/asf 19936 – 2 vacant tracts of land

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TABLE OF CONTENTS APPRAISAL REPORT FORMAT ......................................................................................................................... 1 INTRODUCTION .................................................................................................................................................. 2 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS .......................................................................... 3 CENSUS TRACT ................................................................................................................................................. 4 FLOOD ZONE ...................................................................................................................................................... 4 UTILITIES ............................................................................................................................................................. 4 EXPOSURE .......................................................................................................................................................... 4 SCOPE OF WORK .............................................................................................................................................. 5 ORDINARY LIMITING CONDITIONS AND UNDERLYING ASSUMPTIONS ................................................. 8 EXTRAORDINARY ASSUMPTIONS .................................................................................................................. 9 HYPOTHETICAL CONDITIONS.......................................................................................................................... 9 CERTIFICATE OF APPRAISAL ...................................................................................................................... 10 LOCATION MAP ................................................................................................................................................ 11 AREA DATA ....................................................................................................................................................... 12 WITHAM FIELD DESCRIPTION ....................................................................................................................... 13 ZONING AND LAND USE CLASSIFICATION ................................................................................................. 17 ASSESSED VALUE AND TAXES ..................................................................................................................... 18 HIGHEST AND BEST USE ................................................................................................................................ 19 VALUATION OF PARCEL A ............................................................................................................................. 21 IDENTIFICATION OF SUBJECT ....................................................................................................................... 21 OWNER OF RECORD....................................................................................................................................... 21 LEGAL DESCRIPTION ...................................................................................................................................... 21 LEGAL DESCRIPTION EXHIBIT ....................................................................................................................... 22 SUBJECT PHOTOGRAPHS ............................................................................................................................ 23 Site Map ................................................................................................................................................ 25 Sketch of Legal Description .................................................................................................................. 26

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TABLE OF CONTENTS (continued) SALES COMPARISON APPROACH ................................................................................................................ 28 Market Research& Valuation ................................................................................................................ 28 Unit of Comparison ............................................................................................................................... 28 Adjustments .......................................................................................................................................... 28 Adjustments for Physical Differences ................................................................................................... 29 SALES SUMMARY............................................................................................................................................. 30 SALES ANALYSIS ............................................................................................................................................. 31 COMPARABLES LOCATION MAP ................................................................................................................... 32 Summary of Sales Prices ..................................................................................................................... 33 Reconciliation & Conclusion of Value via Sales Comparison Approach ............................................. 33 MARKET RENT ANALYSIS ............................................................................................................................... 34 Conclusion Market Lease Rate ............................................................................................................ 35 MARKET RENTAL RATA VIA DIRECT RENTAL RATES COMPARISON ..................................................... 36 Lease Rate Conclusion ......................................................................................................................... 36 AIRPORT COMPARABLES RENTAL RATE SUMMARY EXHIBIT ................................................................. 37 VALUATION OF PARCEL B ............................................................................................................................. 38 OWNER OF RECORD....................................................................................................................................... 39 LEGAL DESCRIPTION ...................................................................................................................................... 39 LEGAL DESCRIPTION EXHIBIT ....................................................................................................................... 40 SUBJECT PHOTOGRAPHS ............................................................................................................................ 41 IDENTIFICATION OF SUBJECT ....................................................................................................................... 42 Site Map ................................................................................................................................................ 43 Sketch of Legal Description .................................................................................................................. 44 HIGHEST AND BEST USE ................................................................................................................................ 45

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TABLE OF CONTENTS (continued) SALES COMPARISON APPROACH ................................................................................................................ 46 Market Research & Valuation ............................................................................................................... 46 Unit of Comparison ............................................................................................................................... 46 Adjustments .......................................................................................................................................... 46 Adjustments for Physical Differences ................................................................................................... 47 SALES SUMMARY............................................................................................................................................. 48 SALES ANALYSIS ............................................................................................................................................. 49 COMPARABLES LOCATION MAP ................................................................................................................... 50 Summary of Sales Prices ..................................................................................................................... 51 Reconciliation & Conclusion of Value via Sales Comparison Approach ............................................. 51 MARKET RENT ANALYSIS ............................................................................................................................... 52 Conclusion Market Lease Rate ............................................................................................................ 53 MARKET RENTAL RATA VIA DIRECT RENTAL RATES COMPARISON ..................................................... 54 Lease Rate Conclusion ......................................................................................................................... 54 AIRPORT COMPARABLES RENTAL RATE SUMMARY EXHIBIT ................................................................. 55 QUALIFICATIONS OF THE APPRAISER ......................................................................................................... 56

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APPRAISAL REPORT FORMAT

Per Uniform Standards of Appraisal Practice (USPAP 2016-2017) – Standards Rule 2-2, each written real property appraisal report must be prepared under one of the following options and prominently state which options is used: Appraisal Report or Restricted Appraisal Report. The appraisal report meets the USPAP defined “Appraisal Report” format. Note: because the appraisal covers two parcels – this appraisal report is organized in the following sections: Introductory – Includes all date pertinent to the two subject parcels. Valuation & lease rate analysis Parcel A – Valuation & lease rate analysis Parcel B – Addendums containing Martin County Area Data

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INTRODUCTION


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SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS

APPRAISER COMPETENCY Per the Competency Rule of Uniform Standards of Professional Practice, due to experience in the subject’s market segment and geographic area the appraiser is competent to complete this appraisal.

• Property Type: Parcels A & B - vacant tracts of land. • Property Use “As Is”: Vacant • Property Address: SE Airport Rd., Martin Co. Airport (Witham Field),

Stuart, Martin Co., FL • Purpose of Appraisal: Estimate Market Value and Market Rental Rates • Property Rights Appraised: Fee Simple Interest and Lease rates. • Date of Appraisal: June 9, 2015 • Date of Inspection: June 9, 2015 • Inspected by: Daniel D. Fuller, MAI • Date of Appraisal Report: June 9, 2017 • Report Prepared: May & June 2017 • Report Format: USPAP stated “Appraisal Report” format. Subject – • Parcel A - 2.77 acres • Parcel B - 2.04 acres • Zoning: PAF, Public Airport Facilities • Land Use: General Institutional • Highest and Best Use: Parcels A & B – Aeronautical development. Based on the available data, and my analysis of the data as presented in this report, it is my opinion that as of June 9, 2017, the market value of the fee simple interest, and a triple net (NNN) market rental rate for the subject parcels, are as follows: Parcel A – appraised under Hypothetical Condition the site is vacant except for easterly 180+ feet improved with concrete ramp area: • Market Value, Fee Simple Interest, 2.77+ acres tract of land - $725,000 • Market NNN lease rate - $0.30 per square foot Parcel B - appraised “as is”, cleared with easterly 180+ feet improved with concrete ramp: • Market Value, See Simple Interest, 2.04+ acres tract of land “as is”- $535,000 • Market NNN lease rate, “as is” - $0.30 per square foot

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SUMMARY of IMPORTANT FACTS and CONCLUSIONS (Continued)

CENSUS TRACT A small, relatively permanent statistical subdivision of a county delineated by a local committee of census data users for the purpose of presenting data. Census tract boundaries normally follow visible features, but may follow governmental unit boundaries and other non-visible features in some instances; they always nest within counties. Designed to be relatively homogeneous units with respect to population characteristics, economic status, and living conditions at the time of establishment, census tracts average about 4,000 inhabitants. They may be split by any sub-county geographic entity. (U.S. Census Bureau) Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010).

Per Martin County Census Maps, subject is located within Census Tract 901

FLOOD ZONE DESIGNATION FEMA MAP # MAP DATE FLOOD ZONE

12085C0161G March 16, 2015 X Flood Zone X – Areas determined to be outside the 2% annual chance floodplain.

UTILITIES SERVICE PROVIDER Electric Florida Power & Light Water City of Stuart Sewer City of Stuart Trash City of Stuart

EXPOSURE Exposure time:

1. The time a property remains on the market. 2. The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. Exposure periods for the sale properties range from a few months to several years, with the extended periods caused by initial above market listing prices in soft demand markets. However, it is expected that that assuming the subject sites listed for sale at or near my opinion of value the subject would have sold within a 6 to 12-months period prior to the date of appraisal.


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SCOPE OF WORK Mr. George Stokus, representing the Martin County Board of County Commission, engaged my services to provide an opinion of the Market Value of the Fee Simple Interest and the Market Lease Rate for two parcels of land under “aeronautical” use, identified in this report as Parcel A (2.77 acres) and Parcel B (2.04 acres), located within the Martin County Airport (Witham Field). To form opinion(s) of value and lease rates the following Scope of Work is required. MARKET VALUE DEFINED Market Value, as defined in Chapter 12, Code of Federal Regulation, Part 34.42, is: The most probable price in terms of money which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledge-ably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consum-mation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby:

1. Buyer and seller are typically motivated. 2. Both parties are well informed or well advised, and each acting in what he considers his own best

interest. 3. A reasonable time is allowed for exposure in the open market. 4. Payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable

thereto; and 5. The price represents a normal consideration for the property sold unaffected by special or created

financing or sales concessions granted by anyone associated with the sale. FEE SIMPLE ESTATE – Source, Appraisal Institute, Dictionary of Real Estate Appraisal, 5th ed. Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power, and escheat. MARKET RENT - Source, Appraisal Institute, Dictionary of Real Estate Appraisal, 5th ed. The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease included permitted uses, use restrictions, expenses obligations, term, concessions, renewal and purchase options, and tenant improvements. First, Daniel Fuller inspected and photographed the subject properties on April 20, 2017 and re-inspected from street side on June 9, 2017. Forming an opinion of market value required analysis via the Sales Comparison Approach as follows. The subject properties front the airport taxiway adjacent to runway 12/30 and include concrete ramp areas used to access the airport’s taxiways, runways, and support aircraft storage, thus the intended use of the properties is aeronautical. Research in similar sized airports did not locate sales of similar properties, which is not unusual as most properties within airports fronting taxiway/runways are under a form of governmental ownership and not typically traded in the market.

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However, aeronautical use of properties like the subject resemble industrial use of non-aeronautical properties, thus research to form an opinion of market value of the fee simple interest in the subject properties, research concentrated in the industrial market segments. Because of the exclusivity of location and limited supply of properties for aeronautical use, the subject properties can be considered premium locations, which is considered in the research and valuation. Research for sales of similar size industrial properties concentrated in Martin County because of limited supply of vacant industrial sites located within Martin County, properties tend to command premium prices vs. sales of similar properties located say in St. Lucie County. Additionally, research within Martin County found an adequate number of recent sales of industrial sites within the subject properties size class for analysis, thus research outside of the County was not required. Forming an opinion of market lease rates for the subject parcels requires the following analysis. Lease rates can be established by either direct comparison of lease rates from similar properties within similar airports, or a market derived rate of return can be applied to the subject’s market value, calculating to a market lease rate. Research for market lease rates extended to Florida airports most similar too Martin Co. airport, as similar size airports will be attractive to similar tenant types and the rates were analyzed to form an opinion of a market lease rate for the subject. Additionally, analysis was performed of rates of return within a variety of market segments, including industrial markets, to form an opinion of an applicable market rates of return to apply to the subject’s market value to derive a lease rate for the subject parcels. Research noted often appraisals of market value rental rates are performed exclusively using direct comparison appraisals, with airport clients adhering to appraiser’s opinion of market lease rates. However, in my opinion, unless all rates are increased annually rates can stagnate or slowly increase when the values of the asset (land) may be increasing at rapid rates, resulting in a below market return to the asset. Therefore, it is my opinion, at minimum as a test of reasonableness, market leases should also be estimated utilizing market rates of return applied to the market value of the asset. Which is the second analysis performed in this appraisal.


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In the past, the FAA recommended applying to market values, rates of return of 8% to 10% to calculate the market lease rate. However, the FAA has eliminated use of stated rates of returns, rather the FAA now recommends using market derived rates of return, this likely occurred because past required returns of 8% to 10% may not represent current market rates of return and may dramatically assign rental rates in excess of market rental rates. Although the subject parcels are improved with concrete ramp areas, the Cost Approach is not an applicable method of valuing the subject parcels, thus the approach is not exercised. Also, the Income Capitalization Approach is not applicable and is not exercised as the property is not currently leased thus cash flow for valuation is not in-place. Data gathered for analysis and valuation was verified with a knowledgeable participant of a transaction, and then the data was analyzed to interpret market trends. The analyzed data was then applied to the subject for a value indication. The final step was reconciliation of the values derived in the approaches to a final estimate of value. • The appraisal adheres to the Uniform Standards of Professional Appraisal Practice

(USPAP), and FAA appraisal and reporting requirements, presented in USPAP stated “Appraisal Report” format.

• The Intended Use of this appraisal is to estimate market rental rates, plus an opinion of market value is included to assist the Board of County Commissioners and/or their representatives in lease negotiations.

• The Intended User of this report is the Martin County Board of County Commissioners and/or their representatives.

• The appraisal and report are subject to the Ordinary Limiting Conditions, Extraordinary Assumptions, Hypothetical Conditions, and Certification included within this report.


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ORDINARY LIMITING CONDITIONS AND UNDERLYING ASSUMPTIONS 1. The opinions value given in this report represents the opinion of the signer as of the DATE SPECIFIED. Real estate is affected by an enormous variety of forces and conditions will vary with future conditions, sometimes sharply within a short time. Responsible ownership and competent management are assumed. 2. This report covers the premises herein described only. Neither the figures herein nor any analysis thereof, nor any unit values derived therefrom are to be construed as applicable to any other property, however, similar the same may be. 3. It is assumed that the title to said premises is good; that the legal description of the premises is correct; that the improvements are entirely and correctly located on the property; but no investigation or survey has been made, unless so stated. 4. The opinion(s) given in this appraisal report is gross, without consideration given to any encumbrance, restriction or question of title, unless so stated. 5. Easements on the subject parcels are unknown. Easements may or may not be recorded or may exist by customary use or other legal means. The appraiser has not nor is he qualified to search legal records as to the existence of other easements. 6. Information as to the description of the premises, restrictions, improvements and income features of the property involved in this report is as has been submitted by the applicant for this appraisal, or has been obtained by the signer hereto. All such information is considered to be correct; however, no responsibility is assumed as to the correctness thereof unless so stated in the report. 7. The physical condition of the improvements described herein was based on visual inspection. No liability is assumed for the soundness of structural members since no engineering tests were made of the same. The property is assumed to be free of termites and other destructive pests. 8. Possession of any copy of this report does not carry with it the right of publication, nor may it be used for any purpose by any but the applicant without the previous written consent of the appraiser or the applicant, and in any event, only in its entirety. 9. Neither all nor part of the contents of this report shall be conveyed to the public through advertising, public relations, news, sales or other media, without the written consent of the author; particularly as to the valuation conclusions, the identity of the appraiser or the firm with which he is connected, or any reference to the Appraisal Institute, or to the SRA or MAI designations. 10. The appraiser herein, by reason of this report is not required to give testimony in court or attend hearings, with reference to the property herein appraised, unless arrangements have been previously made therefore. 11. The Contract for the appraisal/consulting services is fulfilled by the signer hereto upon the delivery of this report duly executed. 12. It is assumed that there is full compliance with all applicable federal, state, and local environmental regulations and zoning laws unless non-compliance is stated, defined and considered in the appraisal report. 13. Unless otherwise stated in this report, the existence of hazardous material, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea-formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engineering knowledge required to discover them. The client is urged to retain an expert in the field, if desired.


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EXTRAORDINARY ASSUMPTIONS

EXTRAORDINARY ASSUMPTION – Source, Appraisal Institute, Dictionary of Real Estate Appraisal, 5th ed. An assumption, directly related to a specific assignment, which, as of the effective date of the assignment results, which, if found to be false, could alter the appraiser’s opinions or conclusions. Extraordinary assumptions presume as fact otherwise uncertain information about physical, legal, or economic characteristics of the subject property; or about conditions external to the property such as market conditions or trends; or about the integrity of data used in an analysis. 1. Previously the subject properties were used for aircraft storage and maintenance and these activities include the use of fuels, and lubricants, thus my opinion(s) of value assume the subject parcels are not environmentally contaminated by the previous use, your further directed to Ordinary Limiting Conditions #13. 2. Because Parcel A does not front a dedicated street, rather the property is accessed via a shared internal driveway within the airport property, my opinion(s) of value / lease rate for the subject Parcel A assumes the subject will have adequate legal and physical access to support the functional use and conclusions of value and rental rate as reported herein for Parcel A.

HYPOTHETICAL CONDITIONS HYPOTHETICAL CONDITION – Uniform Standards of Professional Practice (USPAP), 2014-2015, ed.

A condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purpose of analysis. Hypothetical conditions are contrary to known facts about physical, legal, or economic characteristics of the subject property; or about conditions external to the property, such as market conditions or trends; or about the integrity of data used in an analysis. Parcel A is improved with hangar building #3, but the building has researched the end of its physical life and will be demolished for a new tenant, thus my opinion(s) as if the property is vacant except for the approximate easterly 180 feet covered with a ramp improvement, are Hypothetical - assuming the hangar has been removed.

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CERTIFICATE OF APPRAISAL I certify that, to the best of my knowledge and belief: a) The statements of fact contained in this report are true and correct. b) The reported analysis, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal, impartial and unbiased professional analyses, opinions, and conclusions. c) I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. d) I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. e) My engagement in this assignment was not contingent upon developing or reporting predetermined results. f) My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. g) My analysis, opinion, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice. h) I have made a personal inspection of the property that is the subject of this report. i) No one provided significant real property appraisal assistance to the person signing this certification. j) The reported analyses, opinion, and conclusions were developed, and this report has been prepared, in conformity with the requirement of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute including the Uniform Standards of Professional Appraisal Practice. k) The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. l) "As of the date of this report, I, Daniel D. Fuller, MAI, SRA, have completed the requirements under the continuing education program of the Appraisal Institute." m) This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. n) I have not previously appraised this property nor have I provided any services in any capacity related to this property in the three years prior to engagement for this assignment.

Daniel D. Fuller, MAI State-Certified General Real Estate Appraiser RZ 567


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Area Data The following is a summary of Martin County area data: • The subject lies with Martin County governmental jurisdiction, immediate south and

east of the City of Stuart. • There are three incorporated cities within Martin County - Stuart, Sewall’s Point, and

Jupiter Island. • The City of Stuart is the largest incorporated community in Martin County and is the

County seat with the 2012 population estimated at 18,808. • The cities of Sewall’s Point and Jupiter Island are primarily residential communities

with significantly less population. • The 2014 census estimates placed the County’s total population at 153,392 with the

County's population forecast to grow by approximately 12% to approximately 163,300 by the year 2020, with most of this growth expected to occur in the more rural unincorporated areas of the county.

• The economic base of the County depends upon three major industries: tourism, construction, and agriculture. Currently, the largest industries in the County in terms of employment are retail trades, services and manufacturing. Retail trade and services, account for over 60% of county’s total employment, dominant due to the high number of seasonal residents, particularly seniors and winter season visitors.

• Manufacturing is a growing economic sector, with the most important being boat and aircraft manufacturing, printing and publishing, and electronics and communications. Triumph Aerostructures and Turbo Combustor Technology are Martin County’s largest manufacturers.

• The Martin County unemployment rate as of April 2017 was 3.9%, slightly lower than state average of 4.0%. The most recent income statistics available indicate a per capita income in Martin County of $35,183 which is one of the highest in the state. Median household income is estimated at $51,703; also, well above the state average of $47,212 per household.

• There are two licensed public-use airports in Martin County, Witham Field and Indiantown Airport. Witham Field is County owned. The Indiantown Airport is privately-owned. Indiantown Airport has one turf runway.

Neighborhood Description Neighborhoods are defined as – “a group of complementary land uses; a congruous grouping of inhabitants, buildings, or business enterprises” - Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010) Boundaries The subject is located within the Martin County Airport (Witham Field). The airport covers 726 acres, extending about one mile in each direction, located south and east of the City of Stuart corporate boundary.


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The following are the airport’s boundaries and surrounding uses: • North: Monterey Road and Kingswood Terrace. Development along Monterey

Road north of the airport development is relatively modest with the airport representing all land ownership south of Monterey Road.

• East: Uses to the east of the airport are generally residential in nature, with primary access from St. Lucie Boulevard, paralleling the St. Lucie River a short distance further east. Plus, a major use immediately east of the airport is the Martin County Golf and Country Club.

• South: Golden Gate Park subdivision, an older residential platted area consisting of low to moderate priced single-family and multi-family homes.

• West: Dixie Highway, a 4-lane street paralleling U.S. 1, providing the primary access to the airport.

Highway Access Primary highway access to the airport is provided by Dixie Highway. Dixie Highway is a north-south arterial road paralleling U.S. 1, used consistently by local traffic to avoid the congestion of U.S. 1. The airport has three access points from Dixie Highway: Airport Road; Witham Field Drive and Aviation Way, which access airport commercial/industrial uses, and the Martin County Engineering facility with vehicle maintenance, sign and signal shop, building maintenance, mosquito control, etc. The subject parcels are accessed via Airport Road. Overall, airport access is good, and the airport has a more central location to commercial and residential areas than most airports in Florida – typically airports are more peripheral to highly developed areas. Topography The airport mostly consists of runway and adjacent grassed areas with improved areas lying primarily along the west side of the property. The peripheral areas of the property include native vegetation and drainage retention areas. There do not appear to be wetlands or adverse topographical conditions, but some wetlands are possible. Airport Development and Infrastructure Witham Field contains typical infrastructure for an airfield of this size, with maximum runway length at 5,826 feet. Plus, there are runways of 4,652 feet and 4,998 feet. Runway widths are 100 feet.


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OVERALL VIEW OF AIRPORT


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The airport’s rating is II-D, which pertains to the type and size of aircraft that can land at the airport, based on runway width, weight bearing capacity, etc. The designation prohibits certain aircraft flown by major passenger and cargo carriers. The airport is also not certified under Federal Aviation Regulation Part 139, thus air carriers such as Federal Express cannot directly use the airport flying Boeing 727’s with payload capacities exceeding 7,500 pounds. The airport therefore caters to small scale aircraft such as charter planes, private aircraft, and corporate executive aircraft. In recent years’ controversy continues from neighboring residential property owners relating to airport noise, and increased air traffic; however, this is common to most urban-located airports of this scale. While such complaints are common and unlikely to threaten the operation of Witham Field due to the economic impact of the airport, significant expansion of the airfield is unlikely (i.e. increases in runway length, land acquisition, noise levels, etc.). In recent years Martin County implemented a plan to purchase homes near the runways, or insulate homes for sound, funded by FAA and FDOT grants. Therefore, on a long-term basis, the airport is expected to remain as it currently exists, but with slow expansion of commercial operations within the airport boundaries. All commercial and private uses within the airport operate on leased land, with ownership of the land retained by Martin County which is typical for public airports throughout Florida. Typically, including Witham Field, sites are leased to either Fixed Base Operators (FBO) or non-intensive aviation users with rates based on price per square foot of land area. The lease terms for most aviation users are typically from 20 to 30 years, Witham Filed lease regulations cite 30 years as maximum lease terms, and at times 10 to 20-year extensions are in-place. Tenants develop properties with leasehold improvements such as hangars, offices, etc. with the leasehold improvements reverting to the County if leases are not renewed. FBO owners are commercial operators selling fuel, maintaining aircraft, restoring aircraft, operating terminals or flight schools, lease hangar space, etc. Recently the definition of FBO at many airports has been effectively extended to include any tenant of a large site at an airport. Stuart Jet Center and Aviation Center occupy a major portion of the land at the airport, 51 acres and 19 acres, respectively, operating flight schools, terminals, T-hangars, and maintenance facilities. The subject parcels are modest size compared to the Stuart Jet Center and Aviation Center leased properties. The primary tenant within the airport began operating in 1950, Grumman Aviation, operating flight test operations, with Grumman beginning manufacturing aircraft components in 1963. Per a Triumph Aerostructures company fact sheet, Grumman


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Aviation became Vought Aircraft Industries in July 2000 when Northrop Grumman sold its commercial aero structures business to an equity fund managed by The Carlyle Group. Vought expanded in 2002 when the company moved production of commercial aircraft doors from its Perry, Ga., facility to Stuart. In June 2010 Triumph Group, Inc. acquired Vought Aircraft Industries and Triumph renamed to “Triumph Aerostructures”. Currently, Triumph Aerostructures manufactures and repairs parts for major aircraft manufacturers, including Boeing and Gulfstream. Triumph occupies some 48 acres within the airport, mostly improved area located adjacent and immediately southeast of the subject. In addition to the mentioned airport related tenants, located on interior sites without runway access, there are non-aeronautical related tenants.

Future Tenant Trends The aviation industry, like most industries, is cyclical typically paralleling national economic cycles. Thus, it is difficult to estimate future demand for Witham Field. Development activity within the airport has moved forward at a modest in past years, consisting largely of government uses. The Martin County economy is strengthening and demand in real estate markets ranges from adequate to strong which could relate to strengthening demand in the aeronautical markets, leading to demand for new development within the airport’s boundary. However, local activists continue with the quest of moving Witham Field from its location because of the potential effects on nearby residential properties. But in any case, based on past demand trends within the airport, because of a thin market and potential resistance from local activists seeking to halt activity within the airport, future aeronautical growth within the airport could continue at the historic modest pace. The subject is parcels are proposed to be offered for lease for an aeronautical use. Conclusion The subject parcels are located within the Witham Field boundaries, which is a close-in airport that is effectively land-locked. The airport appears well managed with continuing efforts to mitigate noise levels. The airport tenant operations appear consistent with other airports of this scale, generally exhibiting a pattern of modest growth. While opponents of the airport have pushed for relocation of the airport to a more peripheral area of the county, governing agencies appear committed to the current location thus long-term demand within the airport should remain positive, but with growth continuing at its historic slow growth rate with aeronautical projects.


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Zoning Designation "PAF, Public Airport Facilities", designated by Martin County, per Ordinance 99-1.26. The PAF district is intended to implement the CGMP policies for lands designated Institutional-

General on the Future Land Use Map of the CGMP, specifically those policies of the CGMP related to

the publicly owned airport facilities of Witham Field Airport. Land Use Classification General Institutional - which is consistent with the PAF zoning classification.

• General Institutional. The General Institutional category accommodates public and

not-for-profit facilities such as schools, government buildings, civic centers,

prisons, major stormwater facilities, fire and emergency operation centers, public

cemeteries, hospitals, publicly owned water and sewer systems, dredge spoil

management sites and airports. Investor-owned regional public water and sewer

systems and private cemeteries may be allowed in General Institutional. Lands

acquired by the County for General Institutional uses shall be reclassified to the

Institutional-General land use designation during the next plan amendment cycle,

as will lands or property rights acquired by the Florida Inland Navigation District as

future dredge spoil management sites.

Although Institutional use is reserved for the uses cited above, this shall not

prohibit for-profit medical offices and other ancillary facilities owned by a

nonprofit hospital as long as they are part of a PUD. The impervious area covered

by buildings and required parking for such medical offices shall not include more

than 12 percent of the site.

Public and/or private development of airport property owned or managed by the

County shall be subject to an Airport Zoning District or Planned Unit Development

(Airport) zoning district developed to implement this policy. It shall apply only to

airports owned or managed by the County.

Privatized government operations shall be allowed in Institutional land use when

the land is publicly owned and the private entity is acting under contract with the

government that would normally provide the service.

All Institutional development must meet all suitability and compatibility standards

in the CGMP. Minimum open space requirement shall be 40 percent, maximum

building height shall be 40 feet and maximum building coverage shall be 45

percent.

Note: The zoning and land use classifications are designed to promote aeronautical use of subject Parcels A and B.


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1/1/2016 ASSESSMENT AND TAX INFORMATION

TAX ID # JUST / MARKET VALUE & ASSESSED VALUE

*TAXES

*Non-Ad Valorem Assessments

10-38-41-000-001-00000/9

(636.69 ac. assessed)

Land - $27,734,220 ($1.00/sf)

Improvements - $19,356,840

$0 $0

* The subject is governmental owned, thus tax exempt, except leasehold improvements can be assessed as Personal Property. Note: subject is assessed with the larger airport ownership. The Assessment Roll for 1/1/2017 will not be published until August 2017 thus 2016 assessment is reported.


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HIGHEST AND BEST USE The value of real property is directly related to the use to which it can be put. It follows that a parcel may have several different value levels under alternative uses. Accordingly, the property appraised herein is appraised under its Highest and Best Use, which is defined as:

"The reasonably probable and legal use of vacant land or an improved property, which is physically possible, appropriately supported, financially feasible, and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility, physical possibility, financially feasible, and maximum profitability". “Alternatively, the probable use of land or improved property—specific with respect to the user and timing of the use—that is adequately supported and results in the highest present value.”

In each appraisal of improved property there are two considerations of Highest and Best Use: one for the land considered as though vacant and one for the property as improved. Since the subject is a vacant tract of land, only an analysis of the property’s highest and best use “as is” is made. Highest and Best Use of Land or a Site as though Vacant is: "Among all reasonable, alternative uses, the use that yields the highest present land

value, after payments are made for labor, capital, and coordination. The use of a property based on the assumption that the parcel of land is vacant or can be made vacant by demolishing any improvements".

Source: Appraisal Institute, The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010) Highest and best use if analysis within the appropriate valuation sections of this report.


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VALUATION Parcel A

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LEGAL DESCRPTION - Parcel A The legal description and sketch of the legal description was provided by the client. The client provided legal description and sketch of the legal description was prepared by Peter Andersen, Professional Surveyor and Mapper, Florida Certificate No. 5199, with the firm of GCY, Inc. Palm City Florida, identified as file & drawing No.: 16-1060-02. Parcel A legal description is found within the following Legal Description Exhibit. The sketch of the Legal Description is located within the Property Description – Parcel A, section of this report. In brief, the subject parcel is located within Section 10, Township 38 South, Range 41 East, Martin County, Florida History of Subject's Ownership Owner: Martin County 2401 SE Monterey Rd/

Stuart, FL 34996 Title Transfers – within previous five years: None Listings: The subject is not listed for sale. Contracts: There are no sale/purchase contracts on the subject. Leases: The subject is not leased.

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LEGAL DESCRIPTION – EXHIBIT Parcel A

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Parcel A - Photographed April 20, 2017

Subject Parcel A is within area of building Hangar 3

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Identification of Subject – Parcel A The subject is by survey a 2.77+ acre tract of land fronting the west side of taxiway supporting runway 12/30.

Parcel A is a slightly irregular rectangle some 244.84 feet on the west boundary adjacent to a parking lot and some 251.41 feet along the east line of the aircraft ramp. The difference in width is created by a 7.3 feet offset in the subject’s north line. The subject’s average depth is 486.825 feet.

See the following Exhibit with Site Map and Sketch of the subject’s Legal Description.

The subject’s shape is adequately functional, and should support a structure in keeping with adjacent improved properties.

The subject is an interior parcel with vehicle accessed via a driveway connecting to Airport Road, which connects to Dixie Highway. The driveway from Airport Road is shared with other tenants within the airport property, and while access is physically adequate to support an aeronautical use on the subject (see Extraordinary Assumption #2 concerning access), subject’s exposure for vehicle traffic is somewhat blocked by adjacent westerly office buildings.

Aircraft access is via taxiway A located east of the subject, accessed via either crossing adjacent ramp areas or located approximately in front of the subject there is an in-out lane from the main taxiway servicing runway 12/30. This in-out provides subject with direct taxiway access voiding crossing adjacent ramps for taxiway and runway access.

It is noted that the east some 180 feet of the subject (approximately 1.0 ac in area) is improved with concrete, comprising an aircraft ramp intended to accommodate aircraft access and parking, and it appears adjacent aircraft occupants have in the past taxied across the ramp to the designated taxiways, which if this continues may require an easement at the time of signing a lease.

There is an older aircraft hangar building on the subject, hangar #3. The building is approximately 165 feet wide x 300 feet deep or some 49,500 square feet in floor area. The building is in poor condition and scheduled for demolition, but the building provides an indication of the potential build size for the subject.

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SITE MAP EXHIBIT (general vicinity of subject in red)

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Sketch of LEGAL DESCRPTION

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Highest and Best Use analysis – “as a vacant site”- Parcel A Highest and Best Use was defined in the previous Introductory section of this report.

The subject is appraised assuming hangar #3 has been demolished, but the subject remains partially improved with a concrete slab designed for aircraft access to previous building improvements and tie-down parking, however, the site is valued with the map in-place with the contributory value of the concrete ramp is included with the following land valuation.

The four criteria the highest and best use must meet are the physical possible, legal permissible, financially feasible, and maximum profitability use. Analysis of the four criteria begins as follows:

Physical Possible Use: - as a vacant tract of land the subject has the potential of supporting a variety of improvements including aeronautical use improvements such as hangars, open aircraft storage, etc. with the concrete ramp contributing value to an aircraft use.

Legal Use: - the zoning and land use classifications allow improvements designed for aeronautical use.

Financially Feasible and Maximally Productive Use: - the subject can be developed with airport related improvements, as demand warrants. The level of demand from an aeronautical use is unknown as the use will rely in a financially feasible business model.

However, it is my opinion that the subject’s location warrants an aeronautical use as an aeronautical use is expected to be the maximally productive use of the subject, either in the near term or longer term, depending upon demand from an aircraft business entity.

Conclusion of Highest and Best Use “as a vacant site” In my opinion, the highest and best use of the subject “as a vacant site” is development with an aeronautical use, as demand warrants.

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SALES COMPARISON APPROACH – Parcel A Market Research & Valuation Research for sales or listings of similar acreage properties located within an airport campus do not exist. However, research in Martin County for sales and listings of industrial zoned vacant modest size tracts of land produced four relatively recent sales and one listing of comparable properties for analysis. Unit of Comparison Sale properties are analyzed based on sales price per square foot as this is the typical market unit of comparison. Adjustment Process The valuation process begins with identifying differences between the sales properties and the subject. Sale prices may be adjusted to reflect the market perceived value for the differences. At times transaction and/or economic conditions such as non-cash equivalent financing, atypical sales conditions and/or changes in market conditions can affect sales prices and adjustments to sales or listing prices might be required for these occurrences. The following is a discussion of the adjustment process first addressing transaction/ economic conditions. Financing Sales 1, 2 and 4 were cash transactions, thus adjustments for financing are not required. Sale 3 closed with a purchase money mortgage, with 6% interest and an 18 months balloon, resembling market conditions, thus financing did not affect the sales price, and financing was considered cash equivalent. Conditions of Sale A conditions of sale adjustment could be required for a property that sold under unusual circumstances, and/or for some reason was not a true arm's-length transaction or did not meet the definition of market value. All properties analyzed were found to be arm's length transactions. Also, all transitions were between private parties with properties listed with Realtors and exposed to the market under typical conditions, no mortgage foreclosure properties. Thus, adjustments to the closed sales are not required for conditions of sale. Market Conditions (Time) In the case of changing market conditions, adjustments may be required to account for value change which may have occurred between the date the sales occurred and the date of the appraisal.

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The sales closed in May 2017, March 2017, April 2015 and April 2014. The 2017 sales do not require adjustment as they represent current market conditions. Current market conditions indicate the industrial markets strengthening since April 2014. Sales 1 and 4 are very similar properties with the same buyer with an increase in sales price of approximately 1% per month over the 37 months period between the sale dates. Thus, the April 2015 and April 2014 sales prices are increased 1% per month to recognize improving market conditions. Adjustments could be applied to the listed property analyzed as it is recognized that final sales prices tend be lower than listing prices, but the appropriate adjustment is somewhat speculative, thus an adjustment is not applied but rather when weighing the listings as indications of value, the potential of a lower closed sales price is recognized. Adjustments for Physical Differences After considering adjustments for transaction/economic conditions, physical differences between the properties analyzed and the subject are addressed. Physical differences typically analyzed include location/exposure, access, size, shape, topography, and development permitting in-place at the time of sale. Sales prices are ideally adjusted for physical differences between properties analyzed and the subject utilizing paired sales analysis of sale properties, when adequate data is available to extract the difference, but in the case of the subject’s market segment, adjustments are unclear due to relatively limited data. For this reason, direct adjustments to the sales and listing prices for different physical features are not applied, instead a qualitative analysis is applied, with each sale compared to the subject in a narrative format recognizing similar, superior or inferior physical features and finally weighted by the property’s overall comparability to the subject to derive at a value indication for the subject. A Sales Summary and Sales Location Map comprise the following Exhibits. A discussion of the comparability of the sales to the subject is included in the Sales Summary with my conclusion of value following the Exhibits.

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SALES SUMMARY

TRANSACTION DETAILS SUBJECT Sale 1 Sale 2 Sale 3 Sale 4 Listing 1Location Parcel A - 2.77 ac Martin Co. 7361 - 7561 SW Jack James Dr. 7805 SW Ellipse Way Pt. Lot 6 & lot 7, Blk. D, Gran Park, 7231 - 7341 SW Jack James Dr. Relist of Lots 1 & 2 of Sale 1

Airport - taxiway 12/30 Treasure Cst. Comm. Center The Ellipse S/D Phse. I - 3161 SE Gran Park Way Treasure Cst. Comm. Center Treasure Cst. Comm. CenterStuart Stuart, FL Stuart, FL Stuart Stuart, FL Stuart, FL

Grantor Owner: Martin County Bluegill Investments, LLC Stuart Kanner 2, LLC Ted Glassrud Assoc. FL, LLC MCP 2, LLC Ted Glassrud Associates

Grantee n/a Ted Glassrud Associates West Stuart Business Center, LLC Coral Reef Rentals, LLC Ted Glassrud Associates n/a

Date of Appraisal:Date of Sale June 9, 2017 5/17 3/17 4/15 4/14 5/17 listingRecorded (O.R. Book/Page) n/a 2925/864 & 867 2910/2540 2782/604 2714/1092 n/aMonths Since Sale n/a 0 2 25 37 0

Financing Expected Cash Equivalent Cash Cash PMM - 66% loan to PP @ 6%, 18 mo. Term - cash equivalent

Cash Expected Cash equivalent sale

Abridged - Legal Description Pt. Martin co. Airport Treasure Cst. Comm. Cent. Two & Three, Lots 1-10

The Ellipse Lot 18 Gran Pk at Pt Salerno Ph 1, replat, pt lot 6, all lot 7, blk D

Treasure Cst. Comm. Cent. Two & Three, Lots 11-16

Treasure Cst. Comm. Cent. Two & Three, Lots 1 & 2

Previous Sales n/a 12/13 - $1,069,500 7/11 - $1,200,000 4/14 - $320,000 Previous sale with larger parcel 5/17 sale of lots 1-10 @ $5.00/sf

Data Verification Property inspection Realtor N. Schroth (772) 286-6292 - 5/24/17

Realtor J. Chamberlin (772) 220-4096 - 5/23/17

Realtor Data Realtor J. Chamberlin (772) 220-4096 - 5/23/17

Realtor Listing Data

LEGAL / PHYSICAL CHARACTERISTICSZoning PAVE LI, Light Industrial LI, Light Industrial LI, Limited Industrial LI, Light Industrial LI, Light IndustrialLand Use Classification General Institutional Industrial Industrial Industrial Industrial IndustrialUrban Services Area Yes Yes Yes Yes Yes Yes

Site Area (SF) 120,661 344,995 370,434 56,114 201,683 33,541 (acres) 2.77 7.92 8.50 1.2882 4.63 0.77

(each lot 0.22 acres)Comments: Site fronts taxiway A for

runway 12/30 within Martin County Airport. Average vehicle access - limited vehicle exposure. Good aircraft access. Valued for aeronautical use. Location is premium for aeronautical use.

Property within a suburban located industrial park, near an I-95 interchange w/ distant I-95 exposure. In recent years demand significantly improved in S/D. Sale property undeveloped, but mostly cleared at sale.

Property within a suburban located industrial park, near an I-95 interchange w/ I-95 exposure. In recent years demand significantly improved in S/D. Sale property undeveloped, but mostly cleared at sale.

Property located in suburban Stuart industrial park. Located some 2,000 ft. east of US 1 w/ good access. S/D becoming built-out, upwardly affecting sales prices. Sale property undeveloped, cleared.



SUBJECT Sale 1 Sale 2 Sale 3 Sale 4 Listing 1SALES / LISTINGS PRICE ANALYSIS

Recorded Sale Price n/a $1,725,100 $1,480,000 $380,000 $734,600 $251,559Price per SF $5.00 $4.00 $6.77 $3.64 $7.50

(Asking price / lot)Financing Adjustment $0 $0 $0 $0 $0Adjusted Sale Price $1,725,100 $1,480,000 $380,000 $734,600 $251,559Conditions of Sale Adjustment $0 $0 $0 $0 $0Adjusted Sale Price $1,725,100 $1,480,000 $380,000 $734,600 $251,559

Market Conditions Adjustment / month 1.0% 0.0% 0.0% 25.0% 37.0% 0.0%Adjusted Sale Price $1,725,100 $1,480,000 $475,000 $1,006,402 $251,559Adjusted Sale Price per SF $5.00 $4.00 $8.46 $4.99 $7.50

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SALES ANALYSIS

SUBJECT Sale 1 Sale 2 Sale 3 Sale 4 Listing 1SALES / LISTINGS PRICE ANALYSIS

Recorded Sale Price n/a $1,725,100 $1,480,000 $380,000 $734,600 $251,559Price per SF $5.00 $4.00 $6.77 $3.64 $7.50

(Asking price / lot)Financing Adjustment $0 $0 $0 $0 $0Adjusted Sale Price $1,725,100 $1,480,000 $380,000 $734,600 $251,559Conditions of Sale Adjustment $0 $0 $0 $0 $0Adjusted Sale Price $1,725,100 $1,480,000 $380,000 $734,600 $251,559

Market Conditions Adjustment / month 1.0% 0.0% 0.0% 25.0% 37.0% 0.0%Adjusted Sale Price $1,725,100 $1,480,000 $475,000 $1,006,402 $251,559Adjusted Sale Price per SF $5.00 $4.00 $8.46 $4.99 $7.50

SUBJECT Sale 1 Sale 2 Sale 3 Sale 4 Listing 1COMPARABILITY TO SUBJECT

Location/Exposure Adjacent to taxiway for runway 12/30, good aircraft access. Limited vehicle exposure.

Property SW of Stuart urban neighborhoods, but property has platted industrial park setting with development synergy in-place & good arterial hwy. access, plus I-95 exposure & adjacent to I-95 interchange. - Similar to subject's runway location


Property located in industrial neighborhood south of Stuart city limits, within high demand platted industrial park setting with development synergy in-place & good arterial hwy. access. - Similar to subject's runway location



Access Average interior airport property vehicle access.

Somewhat circuitous access into S/D - Similar


Short distance to US 1. - Superior Somewhat circuitous access into S/D - Similar


Size - Acres 2.77 2.9 times larger than subject, price / sf should be lower than applicable to subject, when all else is equal - Inferior

3 times larger than subject, price / sf should be lower than applicable to subject, when all else is equal - Inferior

53% smaller than subject, price / sf should be higher than applicable to subject, when all else is equal. - Superior

1.7 times larger than subject, price / sf should be lower than applicable to subject, when all else is equal - Inferior

72% smaller than subject, price / sf should be higher than applicable to subject, when all else is equal - Superior

Shape Rectangular - functional Rectangle & functionally adequate. - Similar

Irregular rectangle, but functionally adequate. - Similar

Rectangle & functionally adequate. - Similar



Topography Level, cleared w/ concrete aircraft ramp in-place.

Mostly cleared & ready for development, no ramp or similar improvement. - Inferior





Zoning / Other Development Restrictions Zoning or land use in-place for aeronautical use.

Similar legal development potential for property's location. - Similar





NET DIFFERENCE Subject Estimating locations features are similar to subject, but property lacks subject's ramp or similar improvement, yet size difference is more significant, indicating subject's value is likely slightly higher than sale 1 - $5.00/sf sales price.

Estimating locations features are similar to subject, but property lacks subject's ramp or similar improvement, yet size difference is more significant indicating subject's value is higher than sale 2 - $4.00/sf sales price. Note - sales 1 & 2 similar except for site & sale 1 consists of platted lots vs. sale 2 as one large parcel with potential size adjustment indication of $1.00/sf.

Estimating locations features are similar to subject, but property lacks subject's ramp or similar improvement, yet larger size difference, indicates subject's value is lower than sale 3 market condition adjusted price of - $8.46/sf.

Estimating locations features are similar to subject, but property lacks subject's ramp or similar improvement, yet size indicates subject's market condition adjusted sales price is slightly higher than sale 1 - $4.99/sf sales price.

Estimating locations features are similar to subject, but property lacks subject's ramp or similar improvement, the property size and analysis of an asking price indicates subject's value is lower than $7.50/sf.

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Summary and Conclusion of Value See previous Data Summary Exhibit for detailed comparisons. The following is a summary of value indications for the subject based on the comparisons:

Sale No. Subject’s value is: 1 Subject’s value somewhat higher than $5.00/sf 2 Subject’s value is higher than $4.00/sf 3 Subject’s value lower than $8.46/sf 4 Subject’s value is slightly higher than $4.99/sf

Listing 1 Subject’s value is lower than $7.50/sf asking price

The sales are not airport located properties, and the properties do not include the subject’s concrete ramp area, but the properties are the most comparable properties for analysis as each possesses some premium feature, somewhat like the subject’s location for aircraft use. Sales 1, 2 and 4 are larger than the subject with most other physical features similar too subject, and in my opinion these sales indicate subject’s value is somewhat higher than $5.00 per square foot. Closed sale 3 is significantly smaller than the subject, otherwise comparable to the subject, and one of the very few remaining vacant sites in the 1+ acre size range in the neighborhood, thus in my opinion subject’s value is lower than $8.46 market condition adjusted sales price/value indication. Finally, the listing analyzed is comprised of lots 1 and 2 of sale 1. The asking price is $2.50 per square foot higher than the May 2017 sales price of lots 1 – 10, but other than size, it is unlikely prices have increased some 50%, thus indicating the asking price is likely above market, suggesting subject’s value is lower than $7.50 per square foot.

In summary, in my opinion, the data analyzed indicates the subject’s most probable value is within the range of $5.00 per square foot to $7.50 per square foot, but closer to the $5.00 per square foot end of the range. Thus, it is my opinion subject’s value is say $6.00 per square foot, includes contributory value of concrete ramp. Applying $6.00 per square foot to subject’s 120,661 square feet (2.77 acres) calculates to a gross value of $723,966, rounded to $725,000.

Therefore, it is my opinion, the market value of the fee simple interest in the subject 2.77 acres, under the Hypothetical Condition hangar #3 has been demolished, as of June 9, 2017, is: -$725,000-

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Market Rent Analysis – Parcel A To establish a market rental rate ground leases are analyzed from a variety of sources. A typical term of a land lease at this type of public airport is 30 years, plus options to renew. However, after the 30 years initial term, the building improvements will revert to the airport (lessor ownership) if the tenant vacates the property or if the lease can-not be renegotiated. Should re-lease to a new tenant occur, the can be leased based on a market lease rate for the improved property. This situation requires the lessee to recoup the investment in the building and site improvements within the 30 years initial term. Rates of returns have been reviewed from a variety of sources including lease rates for commercial properties, published data, rates at competing airports, and rates of return for alternative investments. Commercial land leases typically consist of high intensity commercial properties in premium locations, such as McDonald's, Wendy's, Dunkin Donuts and Starbucks Coffee restaurant ground leases, bank ground leases on shopping center out-parcels, or convenience store/gas station ground leases. Commercial ground leases are very popular investment vehicles, with rates of return, based on asking prices, as low as 4.0% but usually no higher than approximately 6.0%. Final sale prices are sometimes, but not always, lower, indicating slightly higher rates. However, I am aware of closed sales indicating rates as low as 4.1%. The subject is likely to attract a relatively stable tenant committed to the site on a long-term basis, thus in this case at the lowest an investment rate in the range of 6.0% range is likely applicable as the mentioned properties types are expected to have superior reversion value compared with the subject which downwardly influences rates of return. Published rates of return based on national surveys of market participants find the following: • RealtyRates.com, 2nd Quarter 2017 (based on 1st Quarter 2017 survey), Industrial

Land Leases: Range of 2.66% to 11.77%, with a mean of 6.99%. The RealtyRates.com data is based on a national survey, and the average can be skewed by severe changes in demand in different regions of the country. Florida often trends toward the low end of the range, but an airport-type site is unlikely to fall at the extreme low end of the range. A conclusion near the mean is therefore reasonable in the subject’s case.

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I am aware that historically within the St. Lucie County International Airport historically the airport has leased properties range of 8% of the value of property. The city of Vero Beach Municipal Airport indicates leases are now based exclusively on appraisals, but previously historically used a 10% rate. The city of Sebastian airport has used an 8% to 10% rate of return for its land parcels. Therefore, it appears historically regional airports tend to apply rates from the 8% to 10% range, but conditions have changed along with the FAA changes in rate policies with FAA cited rate no longer applicable. A final source to consider in determining return rates are safe rates currently received for investment in Certificates of Deposit, Treasury Bonds, etc. however these rates are at historical lows, at levels typically not acceptable to real estate investors as an investment in the subject is considered a higher risk than most of these investments due to the real estate component, with acceptable rates of return closer to the commercial/industrial property mortgage rates in the 5.5% range. In summary, the various sources of land lease return rates indicate the appropriate rate in the subject's case is: • Commercial land lease rates: Applicable rate for the subject is higher than the 4.0% to

6.0% range indicated by premium commercial-type properties. • Published data: Applicable rate for the subject is potentially near the 7.0% mean of

the range. • Competing airports: Historical data at other airports on the Treasure Coast have been

in the 8.0% to 10.0% range, but in recent years market rates are applied with real estate appraisers advising airport operators on investment rates, depending upon property types and use.

• Alternative investments: Alternative investment rates are very modest indicating the applicable rate for the subject is higher than typical “safe” rate investments, again, closer to commercial mortgage rates, or say 5.5%.

Finally, the subject is considered a premium property because of its ability to support air craft operations within a relatively active airport environment, therefore, it is my opinion the applicable market return rate in the subject's case is say within the 6.0%, not lower, but not significantly higher. Conclusion of Market Lease Rate Applying 6.0% market rate of return to the investment of $725,000 (Market Value) calculates to an annual lease rate of $43,500 or $0.36 per square foot annually. Note: the previous estimate of the market rental rate is estimated based on triple net (NNN) conditions, with the tenant responsible for the cost of taxes, insurance and property maintenance.

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Market Rental Rate Analysis via Direct Rental Rates Comparison Research for land lease rates included seven airports along Florida’s East Coast. The airports analyzed were the most comparable to the subject of which I am aware. All have control towers, 2 or 3 runways similar in length of the subject’s runways, and similar number of aircraft based on the airports, only two have customs offices on-site, and in most instances the airports are similar in land area. It is noted Martin County reports some 90K plus operations with one other airport reporting some 78K+ operations and then operations increase to the range of 115K+ to 204+ annual operations. However, it was also noted the rental rates seem to group within a narrow range regardless of the number of operations or airport amenities. It was also noted only a few of the airports have larger FBO land leases, although the subject properties are modest in area, 2.04 and 2.77 acres. Thus, only land lease rates for modest size parcels were analyzed to form an opinion of market lease rates for the subject parcels. In my opinion, the data indicates with rental rates in the range of $0.22 to $0.30 per square feet, or say $0.25 per square foot for the land, plus in the subject’s case an additional $0.05 per square foot for the ramp area is applicable, calculating to a weighted average rate of: Parcel A - 2.77 acres of land area (120,661sf x $0.25/sf = $30,165 annual land lease rate, plus $0.05/sf x 43,560sf (1 acre) = $2,178 annual lease rate, for a total annual lease rate of $32,343 / 120,661sf = $0.27 / sf annual rate applicable to subject Parcel A. Rental Rate Conclusion – Parcel A Previously, analysis via applying a market rate of return to the market value of the subject site provided an annual lease rate of $0.36 per square foot. Direct Rental Rate Analysis produced an estimated rental rate of $0.27 per square foot. In my opinion, the methods of analysis and market lease rates should relatively equally weighted, with my opinion of subject’s market lease rate of $0.30 per square foot for 120,661 square feet (2.77 acres), or an annual rate of $36,198 or $3,016 per month. A summary of the airports and lease rates analyzed is found in the following Exhibit.

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AIRPORT COMPARABLES RENTAL RATE SUMMARY – EXHIBIT

Airport Martin County - Subject (SUA)

St. Lucie County (FPR)

Vero Beach (VBR) Space Coast Regional (TIX)

Ormond Beach (OMN)

New Smyrna Bch (EVM)

Flagler County Airport (FIN)

NE Florida Regional (SGJ)

RunwaysNumber Runways - 3 3 3 2 2 2 2 3Runway # - Length - Ft.- 7/25 - 4,652 10L/28R - 4,000 04/22 - 4,974 09/27 - 5,000 08/26 - 4,005 02/20 - 4,000 6/24 - 5,000 2/20 - 2,610

12/30 - 5,828 10R/28R - 6,492 12L/30R - 3.504 12/36 - 7,319 17/35 - 3,704 7/25 - 5,000 11/29 - 4,999 06/24 - 2,70116/34 - 4,998 14/32 - 4,755 12R/30L - 7,314 11/29 - 4,319 13/31 - 8,002

(Plus 1 seaplane runway) (Plus 3 seaplane runways)Control Tower Yes Yes Yes Yes Yes Yes Yes Yes

Based Aircraft 255 233 241 152 178 192 89 297

Annual (2016) TotalItinerant Operations - 56,234 75,731 101,787 36,214 82,894 49,186 40,279 71,396Local Operations - 33,863 79,297 102,824 42,633 32,557 82,814 106,551 70,002Total Operations - 90,157 155,028 204,611 78,847 115,451 132,000 146,830 141,398

Land Lease Rates per Square Foot

Adjacent Runway modest size sites -

(Proposed per appraisal - $0.16/sf)

$0.22 $0.23 $0.30 $0.09 (30 yr lease) $0.30 $0.28

Pavement/Ramps - n/a n/a $0.05 n/a $0.32 n/a $0.05


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SUMMARY AIRPORT LEASE RATES

Airport Martin County - Subject (SUA)

St. Lucie County (FPR)

Vero Beach (VBR) Space Coast Regional (TIX)

Ormond Beach (OMN)

New Smyrna Bch (EVM)

Flagler County Airport (FIN)

NE Florida Regional (SGJ)

RunwaysNumber Runways - 3 3 3 2 2 2 2 3Runway # - Length - Ft.- 7/25 - 4,652 10L/28R - 4,000 04/22 - 4,974 09/27 - 5,000 08/26 - 4,005 02/20 - 4,000 6/24 - 5,000 2/20 - 2,610

12/30 - 5,828 10R/28R - 6,492 12L/30R - 3.504 12/36 - 7,319 17/35 - 3,704 7/25 - 5,000 11/29 - 4,999 06/24 - 2,70116/34 - 4,998 14/32 - 4,755 12R/30L - 7,314 11/29 - 4,319 13/31 - 8,002

(Plus 1 seaplane runway) (Plus 3 seaplane runways)Control Tower Yes Yes Yes Yes Yes Yes Yes Yes

Based Aircraft 255 233 241 152 178 192 89 297

Annual (2016) TotalItinerant Operations - 56,234 75,731 101,787 36,214 82,894 49,186 40,279 71,396Local Operations - 33,863 79,297 102,824 42,633 32,557 82,814 106,551 70,002Total Operations - 90,157 155,028 204,611 78,847 115,451 132,000 146,830 141,398

Land Lease Rates per Square Foot

Adjacent Runway modest size sites -

(Proposed per appraisal - $0.16/sf)

$0.22 $0.23 $0.30 $0.09 (30 yr lease) $0.30 $0.28

Pavement/Ramps - n/a n/a $0.05 n/a $0.32 n/a $0.05


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QUALIFICATIONS OF THE APPRAISER DANIEL D. FULLER, MAI

Education Indian River Community College, Graduated 1967, A/S Degree Professional Memberships Member Appraisal Institute (MAI)#7876 - Appraisal Institute Senior Real Property Appraiser (SRPA) - Appraisal Institute Senior Residential Appraiser (SRA) - Appraisal Institute Florida - State Certified General Real Estate Appraiser RZ567 Registered Florida Real Estate Broker Work Experience 1992 - Pres. President, Fuller-Armfield-Wagner Appraisal & Research, Inc., Fort Pierce, FL 1987 - 1992 Vice President & Partner, Armfield-Wagner Appraisal & Research, Inc., Fort Pierce, FL 1983 - 1987 Staff Appraiser, Armfield-Wagner Appraisal & Research, Inc., Vero Beach, FL 1981 - 1983 Salesman/Appraiser, Florida Licensed Realtor-Associate, Procino Realty, Ft Pierce, FL 1979 - 1983 Staff Appraiser, Harbor Federal Savings and Loan Association, Fort Pierce, FL 1974 - 1979 Staff Appraiser, St. Lucie County Property Appraiser's Office, Fort Pierce, FL Real Estate Appraisals made for the following: Accountants PNC Bank Attorneys Port St. Lucie, City of Dept. of Natural Resources RBC Bank Federal Deposit Ins. Corp. Resolution Trust Corporation Federal Home Loan Bank Board Seacoast Bank Federal National Mortgage Corp. St. Lucie County Florida Community Bank South Florida Water Management District Fort Pierce, City of SunTrust Banks Gulfstream Business Bank TD Bank Harbor Community Bank TITF IBERIA Bank Vero Beach, City of Indian River County Wells Fargo Martin County Types of Appraisals Completed Airplane Hangars Offices Automobile Dealerships Packing Houses Car Washes Ranches Commercial Recreational Vehicle Parks Groves Residential Industrial Restaurants Insurable Value Retail Shopping Centers Land Locked Parcels Service Stations Mini-Warehouses Subdivision Motels Warehouses Multi-Family Wetlands Vacant Lands Qualified as Expert Witness Circuit Court - St. Lucie County Martin County Indian River County Okeechobee County Palm Beach County U.S. Bankruptcy Court - West Palm Beach District Accomplishments Past President - Society of Real Estate Appraisers - Indian River Chapter 211 (1989 - 1990) Past Instructor - Indian River Community College - Appraising Income Producing Real Estate Past Board Member - East Florida Chapter of Appraisal Institute

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Martin County Airport/Witham Field AVIATION LEASE

THIS LEASE entered into as of this ___ day of _____________, 2017, by and between MARTIN COUNTY, a political subdivision of the State of Florida (the "County''), and ___________________________________________ ("Lessee"). The aforementioned parties are hereinafter collectively referred to as the "Parties" and individually as a "Party''.

WITNESSETH:

WHEREAS the County owns and operates the Martin County Airport/Witham Field in Stuart, Martin County, Florida; and

WHEREAS, the County is desirous of leasing the 2.77 Acre Vacant Lot (the "Premises") (See

Exhibit “A”), at Martin County Airport/Witham Field (the "Airport") to Lessee in accordance with the terms and conditions of this Lease; and

WHEREAS, Lessee is desirous of leasing the Premises from the County in accordance with

the terms and conditions of this Lease. NOW THEREFORE, in consideration of the foregoing, and of the Premises, and other good

and valuable consideration, the receipt, sufficiency and adequacy of which is hereby jointly and severally acknowledged, and the covenants, promises, representations, guarantees and the agreements herein contained;

IT IS MUTUALLY AGREED, by and between the Parties hereto as follows: Section 1. Recitals. 1.1 The Parties hereto acknowledge and agree that the foregoing recitals are true, correct,

accurate, in proper form and fully binding upon them in all respects, which recitals in their entirety are hereby incorporated in this Lease.

1.2 As used herein, “County Administrator” means the County Administrator for Martin

County and the County Administrator’s designee. Section 2. Description of Leased Premises. 2.1 The County, by this Lease, leases to Lessee and Lessee, by this Lease, leases from the

County, the Premises constituting approximately 2.77 Acres of Vacant Land, as described in Exhibit "A" attached hereto and made a part hereof.

2.2 Lessee acknowledges that it is accepting the Premises and the improvements located thereon "as is" and that the County has made no representations or warranties respecting the suitability thereof for Lessee's purposes and that, except as specifically provided herein, the County has no obligation whatsoever to repair, maintain, renovate or otherwise incur any cost or expense

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with respect to the Premises, any leasehold improvements, or fixtures, furnishings or equipment installed in or used on the Premises.

Section 3. Term. 3.1 The Premises is leased for a Term to commence on ________________, 2017 (the

"Commencement Date") and to end at 11:59 P.M. on ________________, 2047, or on such earlier time and date as this Lease may terminate as provided below, except that, if any such date falls on a Sunday or a holiday, then this Lease shall end on the next business day preceding the above-mentioned date.

3.2 Provided Lessee is not in default of this Lease, Lessee is hereby granted an exclusive

first option to renew this Lease upon all the existing terms and conditions except for Rent for _____ (__) additional Term of _________ (__) years. This option shall be exercised by written notice to the County not less than one (1) year prior to the expiration of the existing Term.

3.3 In the event Lessee shall continue to occupy the Premises beyond the Term of this

Lease after the County gives Lessee written notice to vacate, such holding over shall not constitute a renewal of this Lease but shall be a month-to-month tenancy only. The amount of Rent to be paid during this hold over period shall equal one and a half (1.5) times the normal monthly Rent chargeable at the termination of this Lease.

Section 4. Rent. 4.1 Except as provided herein to the contrary, Lessee agrees to pay to the County without

set-off, abatement, credit, deduction or claim of off-set, annual Rent in accordance with the Rent Schedule attached hereto and made a part hereof as Exhibit "B", which shall be updated following each market rate adjustment via appraisal method at Lessee's sole expense. The appraisal shall be in accordance with Federal Aviation Administration ("FAA") standards and requirements and shall account for improvements to the Premises made by Lessee. The appraiser shall be selected by Lessee upon approval by the Airport Manager. Lessee shall be responsible for the payment of the sales tax on Rent with each payment of Rent. Currently said sales tax is 6%.

4.2 Rent shall be payable in advance, on the first day of each month during the Term, at the Office of the Airport Manager herein set forth, or at such other address as the County may from time to time designate by notice to Lessee. In the event the Term commences or expires on any day other than the first or last day of a month, respectively, then the Rent for such month shall be prorated accordingly. In the event any monthly installment of Rent is not paid within ten (10) business days after it is due and payable as set forth herein, Lessee agrees to pay as additional Rent a late payment charge in the amount of ten percent (10%) of the monthly installment of Rent along with the monthly installment of Rent that is due and payable.

4.3 If the County is unable to give possession of the Premises on the date of commencement

of the Term of this Lease by reason of the holding over of any tenant or occupant, Rent shall abate for the period that possession by Lessee is delayed. If such delay shall continue for more than 60 days, then Lessee may, within 15 days after the expiration of such 60 day period, give the County a notice of election to terminate this Lease. Unless possession of the Premises shall be made available sooner to Lessee, this Lease shall terminate on the 15th day after the giving of such notice and the

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County shall return to Lessee the consideration paid. The County shall have no obligation to Lessee for failure to give possession except as above provided.

4.4 The Lessee shall post a security deposit with the County equal to two (2) monthly

installments of rental, together with the applicable sales tax amount (“Security Deposit”). The Security Deposit shall serve as security for the payment of all monies due to County and shall also secure the performance of all obligations of Lessee to the County.

The Security Deposit shall be either in the form of cash or an Irrevocable Letter of Credit

(“Letter of Credit”), in form and substance satisfactory to the County or a Payment and Performance Bond ("Bond"), in form and substance satisfactory to County. No interest shall be paid on said Security Deposit.

In the event of any failure by Lessee to pay when due any rentals or charges or upon any

other failure to perform its obligations or other default under this Agreement, then in addition to any other rights and remedies available to County at law or in equity, County Administrator shall be entitled to draw down the full amount of the Security Deposit and apply same to all amounts owed by Lessee to County. Upon notice of any such draw, Lessee shall immediately replace the Security Deposit with a new Letter of Credit, Bond or cash in the full amount of the Security Deposit required hereunder.

4.5 Adjustments of rent for CPI. As used in this paragraph “CPI” shall mean the

Consumer Price Index, that is, the CPI issued by the Bureau of Labor Statistics, United States Department of Labor and as more specifically described in this Agreement.

County and Lessee agree that following the date of the first payment of rent (“First Payment

Date”), rent shall be adjusted on the first day of each anniversary of the First Payment Date (each such date being referred to as an “Adjustment Date”) as set forth below, and such adjusted rental (together with applicable sales taxes thereon) shall be the new annual rental (subject to adjustment as hereinafter provided), and shall be payable in twelve (12) equal monthly installments.

On each Adjustment Date the annual rental shall be increased to an amount equal to the

product of the annual rental paid during the immediately preceding year, multiplied by the “CPI Multiplier”, as hereinafter defined. The product of such multiplication shall be the amount of the annual rental payment to be made during the next succeeding year, commencing on the first day of such year. Upon determining such rental adjustment, the County shall advise Lessee of the new annual rental and the monthly installment payment of Rent. In no event shall any adjusted annual rental established pursuant to this paragraph be less than the total annual rental paid during the immediate prior year.

The “CPI Multiplier” is a fraction, the numerator of which shall be the “CPI Index Number”

(as hereinafter defined) indicated for the month that is three (3) calendar months prior to the Adjustment Date and the denominator of which shall be the CPI Index Number indicated for the month that is fifteen (15) calendar months prior to the Adjustment Date.

The “CPI Index Number” is the index number of retail commodity prices designated

“CONSUMER PRICE INDEX FOR ALL URBAN CONSUMERS –UNITED STATES CITY AVERAGE – ALL ITEMS” (1982 -1984 = 100) issued by the Bureau of Labor Statistics, United States Department of

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Labor. The rental and the adjustment made based upon the provisions of this section shall be made solely by County. Any publication by either the United States Department of Labor or the United States Department of Commerce in which such Index numbers are published shall be admissible in evidence in any legal or judicial proceeding involving this Agreement without further proof of authenticity. Should the Bureau of Labor Statistics cease publishing the above-described Index, then such other Index as may be published by the United States Department of Labor that most nearly approximates the discontinued Index shall be used in making the adjustments described above. Should the United States Department of Labor discontinue publication of an Index approximating the Index contemplated, then such Index as may be published by another United States governmental agency which most nearly approximates the Index first above referenced shall govern and be substituted as the Index to be used.

Section 5. Use and Occupancy. 5.1 Lessee shall use and occupy the Premises as Aeronautical ___TBD___ use and for no other

purpose. Any and all of Lessee's activities shall be in compliance and conformity with any and all rules, regulations, orders and laws promulgated and adopted by Martin County, Florida, the Airport, FAA, if necessary, or any Federal, State or local administrative, law enforcement or regulatory agency having jurisdiction over the Premises and Lessee's occupancy and/or use, including but not limited to the Airport Minimum Standards.

Section 6. Taxes and Assessments. 6.1 Lessee shall, at its own expense and at all times during the Term of this Lease, pay all

lawful taxes and assessments levied against the Premises as well as all taxes and assessments levied against the personal property used by Lessee in its operation on the Premises. None of the terms, covenants or conditions of this Lease shall be construed as a release or waiver on the part of the County of the right to assess, levy or collect any license, personal, intangible, occupation or other tax which shall be lawfully imposed on the business or property of Lessee.

Section 7. Common Areas.

7.1 The County agrees to maintain and keep insured the Common Areas in good

condition, provided, however, that the manner in which the Common Areas shall be maintained shall be solely determined by the County.

7.2 "Common Areas" means all areas, facilities, and improvements located in the area of the Airport around the Premises that are under the exclusive control of the County, including, but not be limited to, all parking areas and facilities, sidewalks, loading docks, delivery areas, landscaped areas, access and interior driveways excluding Thunderbolt Drive, and exterior lighting facilities. In the event the County takes control of, and assumes maintenance responsibilities for, additional areas of the Airport that benefit Lessee, such additional areas shall be included in "Common Areas" as defined in this Lease.

7.3 The County, through its County Administrator, shall at all times have the sole and exclusive control, management and direction of the Common Areas and the right to make reasonable changes to the Common Areas, and may at any time exclude and restrain any person from use or occupancy thereof. The rights of Lessee in and to the Common Areas are subject to the

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rights of others to use the same in common with Lessee. The County Administrator may at any time and from time to time close all or any portion of the Common Areas to make repairs, improvements, alterations or changes and, to the extent necessary in the opinion of the County Administrator, to prevent a dedication thereof or the accrual of any rights to any person or to the public therein.

Section 8. Reserved.

Section 9. Cleaning and Trash Removal.

9.1 Lessee shall provide its own cleaning, trash removal services and pest control for the Premises. Lessee shall keep the Premises in an attractive, safe, and sanitary condition and shall not permit the accumulation of any trash, ashes, or debris on the Premises. Piling of boxes, cartons, barrels or other similar items in an unsightly or unsafe manner on or about the Premises shall not be permitted. Trash containers on the Premises must meet the requirements set forth by the FAA and the Martin County Airport Storm Water Pollution Prevention Plan (SWPPP).

Section 10. Care and Repair of Premises.

10.1 Lessee will, at its own cost and expense, maintain the Premises in good, leasable, and insurable condition, and make all repairs to the Premises and every part thereof as needed. Lessee's obligations under this Section shall include, but not be limited to, modifying, repairing and maintaining items as required by and in compliance with any governmental agency and all laws having jurisdiction thereof (whether the same is ordinary or extraordinary, foreseen or unforeseen), interior walls and glass, the interior portions of exterior walls, ceilings, pipes and conduits within the Premises, all pipes and conduits outside the Premises between the Premises and the service meter, all fixtures, HVAC equipment (whether such HVAC equipment is located inside or outside the Premises), sprinkler equipment, as applicable, and other equipment within the Premises, the exterior doors and all exterior glass, all of Lessee's signs, locks and closing devices, and all window sashes, casement or frames, doors and door frames; provided that Lessee shall make no adjustment, alteration or repair of any part of any sprinkler or sprinkler alarm system in or serving the Premises without the County Administrator’s prior approval. Lessee shall contract with a service company approved by the County Administrator for the preventive maintenance of the HVAC and a copy of the service contract (which contract shall be subject to the County Administrator’s approval) shall be furnished by Lessee to the County Administrator within ten (10) days after the Commencement Date of this Lease, and a copy of any subsequent contract shall be furnished by Lessee to the County Administrator within ten (10) days after the same becomes effective. Such service contract must provide for at least two (2) visits, inspections and services each year and the regular changing of filters. All broken glass, both exterior and interior, shall be promptly replaced by Lessee with glass of the same kind, size and quality. Lessee shall permit no waste, damage or injury to the Premises and Lessee shall initiate and carry out a program of regular maintenance and repair of the Premises, including the painting or refinishing of all areas, so as to impede, to the extent possible, deterioration by ordinary wear and tear and to keep the same in attractive condition. Lessee will not overload the electrical wiring serving the Premises and will install, at its expense, with the County Administrator's written approval, any additional electrical wiring required in connection with Lessee's apparatus. The County shall be under no obligation to make any repairs, replacements, reconstruction, alterations, or improvements to or upon the Premises or the mechanical equipment exclusively serving the Premises except as expressly provided for herein.

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10.2 Not later than the last day of the Term, Lessee shall, at Lessee's expense, remove all of

Lessee's personal property and those improvements made by Lessee which have not become the property of the County, including trade fixtures, cabinetwork, movable paneling, partitions and the like; repair all injury done by or in connection with the installation or removal of the property and improvements; and surrender the Premises in as good condition as they were at the beginning of the Term, reasonable wear, and damage by fire, the elements, casualty, or other cause not due to the misuse or neglect by Lessee or Lessee's agents, servants, visitors or licensees, excepted. All property of Lessee remaining on the Premises after the last day of the Term of this Lease shall be conclusively deemed abandoned and may be removed by the County, and Lessee shall reimburse the County for the cost of such removal. The County may but shall not be required to have any such property stored at Lessee's risk and expense.

Section 11. Alterations, Additions or Improvements.

11.1 Lessee shall not, without first obtaining the written consent of the County Administrator, which consent shall not be unreasonably withheld, make any alterations , additions or improvements in, to or about the Premises. Notwithstanding written consent by the County Administrator, any and all alterations, additions, and improvements in, to or about the Premises made by Lessee shall be in compliance with all applicable Federal, State, and local laws, codes, ordinances, rules, and regulations and in accordance with the Airport Minimum Standards.

11.2 Payment and Performance Bonds. The Lessee agrees that before commencing any

construction work or leasehold Improvement work, the total cost of which will be in excess of the amount specified in Section 255.05 Florida Statutes, the Lessee shall require the contractor to maintain, at all times, a valid payment bond and performance bond as presently required by Section 255.05 Florida Statutes (or as otherwise required by law), which bonds shall be in an amount equal to the construction cost of the work or leasehold modification work. Each bond must guarantee to the County the completion of the work being performed by the contractor as well as full payment of all suppliers, material suppliers, laborers and subcontractors employed in the project. If Section 255.05 Florida Statutes is amended after the Effective Date, the amended Section 255.05 Florida Statutes will apply to this Agreement on and after the effective date of the statutory amendment.

In the event the construction work or the leasehold Improvement work is for an amount less

than the amount specified in Section 255.05 Florida Statutes, Lessee shall be wholly liable for the work being completed and that all suppliers, laborers and subcontractors are promptly compensated for their products and services. If the work does not get completed for any reason or any supplier, laborer and subcontractor is not compensated, then Lessee shall be deemed to be in default of this Agreement and Lessee shall have thirty (30) days in which to cure the violation. It shall be the responsibility of the Lessee to provide written proof to County that the default has been remedied within the cure period’s thirty (30) days.

Section 12. Prohibition Against Activities Increasing Fire Insurance Rates.

12.1 Lessee shall not do or suffer anything to be done on the Premises which will cause an increase in the rate of fire insurance on the Premises.

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Section 13. Accumulation of Waste or Refuse Matter.

13.1 Lessee shall not permit the accumulation of waste or refuse matter on or about the Premises.

Section 14. Abandonment.

14.1 Lessee shall not, without first obtaining the written consent of the County, abandon the Premises, or allow the Premises to become vacant or deserted.

Section 15. Assignment and Sublet.

15.1 This Lease shall not be subject to assignment or sublet by Lessee, without first obtaining the written consent of the County Administrator, which consent shall not be unreasonably withheld. It is hereby understood and agreed that Premises shall be occupied solely by Lessee or its customers in the ordinary course of its business. Utilization or occupancy of the Premises by any entity or individual without affiliation or business relationship to Lessee is expressly forbidden and shall constitute a default hereunder. For purpose of this agreement "affiliation" shall be defined as a substantial commonality of officers, directors, shareholders and/or employees and the same or similar business.

15.3 Any subleases of all or any of the Premises shall include the following provision regarding assignment and sublease: "This agreement shall not be subject to assignment or sublet by the Sublessee. It is hereby understood and agreed that premises shall be occupied solely by Sublessee. Utilization or occupancy of the premises by any entity or individual without affiliation to Sublessee is expressly forbidden and shall constitute a default hereunder. For purpose of this agreement "affiliation" shall be defined as a substantial commonality of officers, directors, shareholders and/or employees and the same or similar business."

15.4 The County is expressly given the right to assign any or all of its interest under the terms of this Lease.

Section 16. Compliance with Rules and Regulations.

16.1 Lessee shall comply with all applicable federal, state and local laws. Including but not limited to Airport Minimum Standards, Airport rules and regulations, FAA circulars and advisories. Lessee shall observe and comply with the rules and regulations which the County may prescribe, on written notice to Lessee, for the safety, care, and cleanliness of the Premises and the comfort, quiet, and convenience of other occupants of the Airport.

16.2 Lessee will promptly comply with all governmental and administrative rules, regulations, mandates, laws, statutes and requirements respecting the conduct of business or use of the Premises and will be solely responsible for all tax levies, gross receipt fees assessments, licenses, or fines set out by any such authorities directed to the conduct of such business. If Lessee is notified of any violation of any such law, it shall promptly give notice to the County.

16.3 Lessee shall comply with the FAA’s Wildlife Hazard Management Plan, 14 CFR

139.377(f).

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Section 17. Lessee Insurance.

17.1 In order to insure the indemnification obligation contained in Section 18.1, Lessee

shall, at a minimum, provide, pay for, and maintain in force at all times during the Term of this Lease (unless otherwise provided), the insurance coverages set forth in the subparagraphs below, in accordance with the terms and conditions required by this Section 17. Such policy or policies shall be without any deductible amount (except as may be expressly authorized herein), and shall be issued by companies authorized to do business in the state of Florida, and having agents upon whom service of process may be made in Martin County, Florida. Lessee shall specifically protect the County and the Martin County Board of County Commissioners by naming the “Martin County Board of County Commissioners, Florida “ as additional insureds on any Certificates of Insurance pursuant to any Property Damage Insurance, Commercial General Liability Policies and all environmental and impairment policies.

17.2 Lessee shall, during the Term of this Lease, insure and keep insured to the extent of not less than 100% of the insurable replacement value thereof, all equipment and contents on the Premises against such hazards and risks as may now or in the future be included under the Standard Form of Fire and Extended Coverage insurance policy of the State of Florida and also against the following hazards and risks:

17.2.1 Sprinkler leakage (if sprinklers are added to the Premises) - by which is meant damage caused by water or any other substance discharged from any part of the fire protection equipment for the Premises or from adjoining premises; collapse or fall of tanks forming part of such fire protection equipment or the component parts or supports of such tanks.

17.2.2 Such policies of insurance shall be limited to a deductible for windstorm of not more than 2% of the insurable replacement value of the improvements. In addition, the deductible for all other than windstorm perils shall be not more than $5,000.00. In the event of any damage to the Premises, if the cost of repair or replacement is less than the deductible amount, Lessee shall nevertheless be required to make such repair or replacement and to restore the Premises to the condition existing prior to the damaging event.

17.2.3 All policies of such insurance and renewals thereof shall insure the County and Lessee as their interest may appear, and shall provide that the loss, if any, shall be adjusted with and payable to the County, except as otherwise provided in Section 23 hereof.

17.2.4 In the event the Premises or any part thereof shall be damaged by any casualty against which insurance is carried pursuant to this Section, and if such loss is to be adjusted with and payable to the County, Lessee shall promptly furnish to the County such information and data as may be necessary to enable the County to adjust the loss.

17.2.5 The property insurance carried by Martin County shall be excess over any other valid and collectible insurance carried by Lessee, including but not limited to the insurance obtained by Lessee pursuant to this Lease.

17.3 Commercial General Liability Insurance shall be provided to protect the County against liability for any and all damage claims in a minimum amount of One Million Dollars

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($1,000,000) per claim for bodily injury and property damage and an aggregate amount of Three Million Dollars ($3,000,000).

17.4 Business Automobile Liability Insurance shall be provided to protect the County against liability for any and all damage claims in a minimum amount of One Million Dollars ($1,000,000) per claim for bodily injury and property damage and an aggregate amount of Three Million Dollars ($3,000,000), for bodily injury and property damage liability and must include: Owned, Non-owned and Hired vehicles.

17.5 Workers' Compensation and Employer's Liability Insurance shall be provided for all Lessee's employees in compliance with the Workers' Compensation Law, Chapter 440, Florida Statutes, and all applicable federal laws.

17.6 Lessee shall furnish to the County Certificates of Insurance evidencing the insurance coverages specified by this Section prior to the commencement of this Lease.

17.7 Coverage is not to cease and is to remain in force (subject to cancellation notice) throughout the Term of this Lease. All policies must be endorsed to provide the County with at least thirty (30) calendar days prior written notice of cancellation and/or restriction. If any of the insurance coverages will expire prior to the termination of this Lease, copies of renewal certificates shall be furnished at least thirty (30) calendar days prior to the date of their expiration. Any insurance coverage that is written on a claims made basis must remain in force for two (2) years after the termination of this Lease.

Section 18. Indemnification.

18.1 Lessee shall at all times hereafter indemnify, hold harmless and defend the County, its Commissioners, officers, agents, servants, and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney's fees, court costs, and expenses, caused by negligent act or omission of Lessee, its employees, agents, contractors, subcontractors, servants, or officers, or accruing, resulting from, or related to Lessee's operations at the Airport or the subject matter of this Lease including, without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property except arising from the gross negligence or willful misconduct of the County. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

18.2 It is hereby understood and agreed that Lessee shall be responsible for the supervision of any and all of its invitees, guests, licensees, agents, independent contractors and employees on or about the Airport. Lessee shall ensure that such individuals comply with any and all rules, regulations, orders, and laws governing the Airport and Lessee shall indemnify, defend and hold the County, its Commissioners, officers, agents, servants, and employees harmless from any and all violations, fines, penalties and/or damages caused by such individuals. Lessee's failure to supervise its invitees, guests, licensees, agents, independent contractors and employees on or about the Airport shall constitute a default as provided in Section 19 below.

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Section 19. Default.

19.1 This Lease shall be considered breached if: (a) Lessee shall default in the payment of any rental payment herein; (b) Lessee shall default in the performance of any other covenant herein, and such default shall continue for thirty (30) days after receipt by Lessee of notice thereof from the County; (c) a petition is filed against Lessee under the Bankruptcy Act or any amendment thereto (including a petition for reorganization or an arrangement); (d) Lessee assigns its property for the benefit of creditors; or (e) the creation and/or maintenance of a nuisance on or about the Premises or a condition and/or situation which otherwise disrupts the orderly operation of the Airport.

19.2 In the event of any breach of this Lease by Lessee, the County shall at its option, and without further notice, have the right to terminate this Lease and to remove the property of Lessee from the Premises using such force as may be reasonably necessary, without being deemed guilty of trespass, breach of peace or forcible entry and detained, and the County's exercise of either or both of the rights specified above shall not prejudice the County's right to pursue any other remedy available to the County in law or equity.

19.3 Lessee hereby gives and grants to the County a lien upon, and hereby hypothecates to the County, all fixtures, chattels and personal property of every kind and description now or in the future to be placed, installed or stored by Lessee in the Premises and agrees that in the event of any failure on the part of Lessee to comply with each and every one of the covenants and obligations of this Lease, or in the event of any default continuing for thirty (30) days of any specified Rent, the County may take possession of and sell the same in any manner provided by law and may credit the net proceeds upon any indebtedness due, or damage sustained by the County, without prejudice to further claims to arise under the terms of this Lease.

Section 20. Window Treatment.

20.1 Any and all window treatment to be erected and installed by Lessee shall be subject to the reasonable approval and written consent of the County Administrator or designee. The cost of any and all window treatment shall be borne by Lessee.

Section 21. Signage.

21.1 Any and all signage to be erected and installed by Lessee shall be in compliance with all Martin County laws and ordinances and subject to the reasonable approval and written consent of the Airport Manager. The cost of any and all signage shall be borne by Lessee.

Section 22. Utility Services, Telephone.

22.1 Lessee shall be solely responsible for the cost of all electricity, water and sanitary sewer services for the Premises. Upon completion of a building, electricity and water are separately metered to the Premises and read and billed directly to Lessee. In the event that electricity, water and sanitary sewer services are provided by the City of Stuart in the future, Lessee shall contract directly with the City of Stuart for such utilities. The County shall not be responsible for the disruption, termination and/or cessation of electrical service to the Premises and same shall be the sole responsibility of Lessee.

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22.2 Lessee agrees to furnish telephone services, if desired, for the Premises at its sole cost

and expense. The County shall not be responsible for the disruption , termination and/or cessation of telephone service to the Premises and same shall be the sole responsibility of Lessee.

Section 23. Damages to Premises.

23.1 If the Premises is damaged by fire or any other cause to such extent that the cost of restoration, as reasonably estimated by the County, will equal or exceed 50% of the replacement value, exclusive of foundations, just prior to the occurrence of the damage, then the County may, no later than the 90th day following the damage, give Lessee a notice of election to terminate this Lease, or if the cost of restoration will equal or exceed 50% of such replacement value and if the Premises shall not be reasonably usable for the purposes for which they are leased under this Lease, then Lessee may, no later than the 30th day following the damage, give the County a notice of election to terminate this Lease. In event of either such election this Lease shall be deemed to terminate on the 30th day after the giving of such notice, and Lessee shall surrender possession of the Premises within a reasonable time after that, and the Rent, and any additional Rent, shall be apportioned as of the date of the surrender and any Rent paid for any period beyond such date shall be repaid to Lessee.

23.2 If the cost of restoration as estimated by the County shall amount to less than 50% of the replacement value, or if, despite the cost, the County does not elect to terminate this Lease, the County shall restore the Premises with reasonable promptness, subject to delays beyond the County's control and delays in the making of insurance adjustments between the County and its insurance carrier, and Lessee shall have no right to terminate this Lease except as provided in this Lease. The County need not restore fixtures and improvements owned by Lessee.

23.3 In any case in which use of the Premises is affected by any damage, there shall be either an abatement or an equitable reduction in Rent depending on the period for which and the extent to which the Premises are not reasonably usable for the purpose for which they are leased under this Lease. The words "restoration" and "restore" as used in this Section 23 shall include repairs. If the damage results from the fault of Lessee, or Lessee's agents, servants, visitors, or licensees, Lessee shall not be entitled to any abatement or reduction of Rent, except to the extent, if any, that the County receives the proceeds of Rent insurance in lieu of such Rent.

Section 24. Waivers of Subrogation.

24.1 Notwithstanding other provisions of this Lease, in any event of loss or damage to the Premises and/or any contents, Lessee shall look first to any insurance in its favor before making any claim against the County; and, to the extent possible without additional cost, Lessee shall obtain, for each policy of such insurance, provisions permitting waiver of any claim against the County for loss or damage within the scope of such insurance, and Lessee, to such extent permitted, for itself and its insurers hereby waives all such insured claims against the County.

Section 25. Eminent Domain.

25.1 If the Premises or any part of the Premises or any estate in them materially affecting Lessee's use of the Premises, is taken by eminent domain, this Lease shall terminate on the date

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when title vests pursuant to such taking. The Rent, and any additional Rent, shall be apportioned as of the termination date and any Rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu of such taking,but Lessee may file a claim for any taking of fixtures and improvements owned by Lessee, and for moving expenses.

Section 26.The County's Remedies on Default.

26.1 If Lessee defaults in the payment of Rent, or any additional Rent, or defaults in the performance of any of the other covenants or conditions of this Lease, the County may give Lessee notice of such default. If Lessee does not cure any Rent, or additional Rent, default within 5 days, or other default within 30 days, after the giving of such notice or if such other default is of such nature that it cannot be completely cured within such period, Lessee does not commence such curing within such 30 days and thereafter proceed with reasonable diligence and in good faith to cure such default, then the County may terminate this Lease on not less than 3 days’ notice to Lessee. On the date specified in the notice the Term of this Lease shall terminate and Lessee shall then quit and surrender the Premises to the County, but Lessee shall remain liable as provided in Section 27. If this Lease is terminated by the County in this manner, the County may at any time after that resume possession of the Premises by any lawful means and remove Lessee or other occupants and their personal property.

Section 27. Deficiency.

27.1 In any case where the County has recovered possession of the Premises by reason of Lessee's default, the County may, at the County's option, occupy the Premises or cause the Premises to be redecorated, altered, divided, consolidated with other adjoining Premises, or otherwise changed or prepared for re-letting, and may relet the Premises or any part of the Premises as agent of Lessee or otherwise, for a Term or Terms to expire prior to, at the same time as, or subsequent to, the original expiration date of this Lease, at the County's option, and receive the Rent for such re-letting. Rent so received shall be applied first to the payment of such expenses as the County may have incurred in connection with the recovery of possession, redecorating, altering, dividing, consolidating with other adjoining premises, or otherwise changing or preparing for re-letting, and the re-letting, including brokerage and reasonable attorneys' fees, and then to the payment of damages in amounts equal to the Rent under this Lease and to the cost and expenses of performance of the other covenants of Lessee as provided herein. Lessee agrees, in any such case, whether or not the County has relet, to pay to the County damages equal to the Rent and other sums agreed to be paid by Lessee, less the net proceeds of the re-letting, if any, and the damages shall be payable by Lessee on the several Rent days above specified. In re-letting the Premises, the County may grant Rent concessions, and Lessee shall be credited with such concessions. No such re-letting shall constitute a surrender and acceptance or be deemed evidence of a surrender and acceptance. If the County elects, pursuant to this Lease, actually to occupy and use the Premises or any part of the Premises during any part of the balance of the Term as originally fixed or since extended, there shall be allowed against Lessee's obligation for Rent or damages as defined herein, during the period of Lessor's occupancy, the reasonable value of such occupancy, not to exceed in any event the Rent reserved and such occupancy shall not be construed as a relief of Lessee's liability under this Lease.

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27.2 Lessee hereby waives all right of redemption to which Lessee or any person claiming under Lessee might be entitled by any law now or which may later be in force. The County's remedies under this Lease are in addition to any remedy allowed by law.

Section 28. Effect of Failure to Insist on Strict Compliance with Conditions.

28.1 The failure of the County to insist on strict performance of any covenant or condition of this Lease shall not be construed as a waiver of such covenant, condition. This Lease cannot be changed or terminated orally.

Section 29. Subordination of Lease.

29.1 This Lease shall be subject and subordinate to all underlying mortgages and trust deeds which may now or later affect such leases or the real property of which the Premises form a part, and also to all renewals, modifications, consolidations, and replacements of the mortgages and trust deeds. Although no instrument or act on the part of Lessee shall be necessary to effectuate such subordination, Lessee will, nevertheless, execute and deliver further instruments confirming the subordination of this Lease as may be desired by the holders of the mortgages and trust deeds.

29.2 Provided that the Use and Occupancy of the Premises as stated in Section 5 hereof is subject to the Minimum Standards for Aeronautical Activities, as defined by the Airport Manager, Lessee hereby agrees to fully adhere to, perform and comply with the Minimum Standards with respect to the Premises. Each of Minimum Standards is incorporated as if fully rewritten herein.

Section 30. The County's Right to Cure Lessee's Breach.

30.1 If Lessee breaches any covenant or condition of this Lease, the County may, on reasonable notice to Lessee, except that no notice need be given in case of emergency, cure such breach at the expense of Lessee unless Lessee timely objects and presents plans for the timely cure of said breach. If Lessee fails to timely cure, the reasonable amount of all expenses, including attorneys' fees, incurred by the County in so doing, actually paid by the County, shall be deemed additional Rent payable on demand.

Section 31. Mechanics' Lien.

31.1 Lessee shall within 10 days after notice from the County discharge any mechanics' liens for materials or labor claimed to have been furnished to the Premises on Lessee's behalf.

Section 32. Notices.

32.1 Any notice by either Party to the other shall be in writing and shall be deemed to have

been duly given only if delivered personally or sent by private delivery service (such as FED EX) that keeps a record of such delivery, or by registered or certified mail in an addressed postpaid envelope, or by email with a request for acknowledgement of receipt;

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if to Lessee: with a copy to: if to the County: Airport Manager

2011 SE Airport Road Stuart, Florida 34996

Email: [email protected] with copy to: Martin County

2401 S.E. Monterey Road Stuart, Florida 34996 Attn: Real Property Manager Email: [email protected]

or, to either, at such other address as Lessee or the County, respectively, may designate in writing. Notice shall be deemed to have been duly given, if delivered personally, upon delivery, and if mailed registered or certified mail in an addressed postpaid envelope, upon the 5th day after the mailing of such notice, and if emailed, by acknowledgement of receipt.

Section 33. The County's Right to Inspection, Repair, and Maintenance.

33.1 The County may enter the Premises at any reasonable time, upon reasonable notice to Lessee, except that no notice need be given in case of emergency, for the purpose of inspection or the making of such repairs, replacements, or additions in, to, on and about the Premises, as the County deems necessary or desirable. Lessee shall have no claim or cause of action against the County by reason of such entry except as provided in Section 34 of this Lease.

33.2 The County shall be provided with a key to the Premises at all times.

Section 34. Interruption of Services or Use.

34.1 Interruption or curtailment of any service maintained on the Premises, if caused by strikes, mechanical difficulties, acts of God, or any causes beyond the County's control whether similar or dissimilar to those enumerated, shall not entitle Lessee to any claim against the County or to any abatement in Rent, and shall not constitute constructive or partial eviction, unless the County fails to take such measures as may be reasonable in the circumstances to restore the service without undue delay. If the Premises are rendered unleasable in whole or in part, for a period of 15 business days, by the making of repairs, replacements, or additions, other than those made with Lessee's consent or caused by misuse or neglect by Lessee or Lessee's agents, servants, visitors, or licensees, there shall be a proportionate abatement of Rent during the period of unleasability.

mailto:[email protected]

mailto:[email protected]

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Section 35. Conditions of the County's Liability.

35.1 Lessee shall not be entitled to claim a constructive eviction from the Premises unless

Lessee has first notified the County in writing of the condition or conditions giving rise to the eviction. If the complaints are justified, and the County has failed within a reasonable time after receipt of such notice to remedy such conditions, Lessee may be entitled to claim a constructive eviction.

Section 36. The County's Right to Show Premises.

36.1 The County may show the Premises to prospective future purchasers and mortgagees and, during the 6 months prior to termination of this Lease, to prospective lessees, during business hours upon reasonable notice to Lessee.

Section 37. Effect of Other Representations.

37.1 No representations or promises shall be binding on the Parties except those representations and promises contained in this Lease or in some future writing signed by the Party making those representations or promises.

Section 38. Peaceful Enjoyment.

38.1 The County covenants that if, and so long as Lessee pays the Rent, and any additional Rent as provided in this Lease, and performs the covenants of this Lease, Lessee shall peaceably and quietly have, hold, and enjoy the Premises for the Term, subject to the provisions of this Lease.

Section 39. Lessee's Certification as to Force and Effect of Lease.

39.1 Lessee shall, from time to time, upon not less than 15 days prior written request by the County, execute, acknowledge, and deliver to the County a written statement certifying that this Lease is unmodified and in full force and effect, or that this Lease is in full force and effect as modified and listing the instruments of modification; the dates to which the Rents and other charges have been paid; and, whether or not to the best of Lessee's knowledge either Party is in default under this Lease and, if so, specifying the nature of the default. It is intended that any such statement delivered pursuant to this Section may be relied upon by a prospective purchaser of the County's interest or mortgagee of the County's interest or assignee of any mortgage upon the County's interest in the Premises.

Section 40. Waiver of Jury Trial.

40.1 BY ENTERING INTO THIS AGREEMENT, COUNTY AND LESSEE HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT.

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Section 41. Section Headings.

41.1 The section headings in this Lease are intended for convenience only and shall not be taken into consideration in any construction or interpretation of this Lease or any of its provisions.

Section 42. Binding Effect on Successors and Assigns.

42.1 The provisions of this Lease shall apply to, bind, and inure to the benefit of the County and Lessee, and their respective successors, legal representatives, and assigns.

Section 43. Invalidity.

43.1 The invalidity or unenforceability of any particular provision or part of a provision hereof, shall not affect the other provisions or parts hereof, and this Lease shall be construed in all respects as if such invalid or unenforceable provisions or part thereof were omitted.

Section 44. Entire Agreement.

44.1 This is the entire agreement between the Parties covering everything agreed upon or understood in the transaction. There are no promises, conditions, representations, warranties, guarantees, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof were in effect between the Parties other than as herein set forth. Any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease, in who le or in part, unless such agreement is in writing and signed by both Parties.

Section 45. Cooperation.

45.1 The Parties hereby agree to cooperate, execute and deliver any and all documents reasonably deemed necessary to effectuate the intent and the terms and conditions of this Lease. Each Party reciprocally agrees to promptly and duly execute and deliver to the other such further documents and assurances and take such further action as may from time to time be reasonably requested in order to more effectively carry out the intent and purpose of this Lease and to establish and protect the rights and remedies created or intended to be created in favor of the other Party hereunder.

45.2 The County may from time to time be required by the United States Government, or its agencies, to adopt additional or amended provisions including non-discrimination provisions, concerning the use and operation of the Airport, and Lessee agrees that it will adopt any such requirement as part of this Lease.

Section 46. Counterpart Execution.

46.1 This Lease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. Facsimile signatures shall constitute original signatures.

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Section 47. Construction.

47.1 Each Party has reviewed and participated in the formation of this Lease and, accordingly, any rule or construction to the effect that ambiguities be resolved against the drafting party shall not be employed in the interpretation of this Lease.

Section 48. Time.

48.1 Time is of the essence with respect to the Parties performance of this Lease.

Section 49. Approval of Martin County Board of County Commissioners and the FAA.

49.1 This Lease shall be subject to the approval of Martin County Board of County Commissioners (MCBCC) and the Federal Aviation Administration (FAA), if necessary, which consents, and each of them, may be granted or not granted in their discretion.

Section 50. Governing Law, Venue and Fees.

50.1 This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. The exclusive venue for any lawsuit arising from, related to, or in connection with this Agreement shall be in the state courts of the Nineteenth Judicial Circuit in and for Martin County, Florida. If any claim arising from, related to or in connection with this Agreement must be litigated in federal court, the exclusive venue for any such lawsuit shall be in the United States District Court or United States Bankruptcy Court for the Southern District of Florida.

50.2 The rights and remedies with respect to any of the terms and conditions of this Lease shall be cumulative and not exclusive and shall be in addition to all other rights and remedies available to either Party in law or equity. In connection with any litigation (including all appeals therefrom) arising out of this Lease, each Party shall be responsible for its own costs incurred, including reasonable attorneys' fees and interest.

Section 51. Relocation.

51.1 The County shall have the right to relocate Lessee, at the County's sole cost and expense, to other comparable property within the Airport property. The County shall give Lessee not less than one hundred eighty (180) days written notice of its election to relocate.

51.2 Lessee acknowledges that the Premises are located on an area of the Martin County Airport designated as General Aviation Zone as per Martin County Land Development Regulations (3.32.B Permitted Uses). In the event the County, Florida Department of Transportation (FOOT), or the Federal Aviation Administration (FAA) determines that the Premises are needed for aviation purposes, the County shall have the right to terminate this Lease upon one hundred eighty (180) days’ notice to Lessee. In such event, Lessee shall continue to pay all Rents, and perform all maintenance and repairs and other obligations required by this Lease until the actual date of termination pursuant to this paragraph.

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Section 52. Leasehold Improvements.

52.1 Lessee shall be responsible at its sole cost and expense for leasehold improvements to the Premises in preparation of Lessee's occupancy of the same (the "Leasehold Improvements"). No Leasehold Improvements may be constructed or thereafter altered until the plans and specifications therefore have been approved by the County Administrator or designee in writing, and then the same shall be constructed or altered in strict accordance therewith. Notwithstanding written consent by the County Administrator or designee, any and all Leasehold Improvements undertaken by Lessee shall be in compliance with all applicable Federal, State, and local laws, codes, ordinances, rules, and regulations and in accordance with the Airport Minimum Standards.

52.2 Lessee acknowledges that the County has not made any representations or warranties with respect to the condition of the Premises and neither the County nor any assignee of the County shall be liable for any latent defect therein. The taking of possession of the Premises by Lessee shall be conclusive evidence that the Premises were in good and satisfactory condition at the time such possession was taken.

52.3 Any improvements to be placed on the Premises by Lessee shall be placed or constructed only in accordance with plans and specifications which have been submitted to and approved by the County prior to commencement of placement or construction.

52.4 Lessee shall obtain all necessary licenses and permits to accomplish such work, and any contract or agreement for labor, services, materials or supplies to be furnished in connection with the work to the Premises shall provide that no lien, claim or other encumbrance shall thereby be created, or arise, or be filed by anyone thereunder upon or against the Premises or the improvements thereto.

52.5 Lessee agrees to require any lights on the Premises to be constructed, focused or arranged in a manner that will prevent them from casting their beams in an upward direction so as to interfere with the vision of pilots in aircraft landing or taking off from the Airport.

Section 53. Environmental Contamination.

53.1 The discharge of any pollutants or hazardous substances or hydrocarbon contamination on the Premises in violation of any Federal, State or County law, rule or regulation in or violation of any order or directive of any Federal, State or local court or entity with jurisdiction over such discharge is prohibited. Any such discharge on the Premises is Lessee's responsibility under the provisions of this Lease and shall be promptly contained, removed, and abated, at Lessee's sole expense, to the extent necessary to satisfy all pertinent statutory, regulatory, and judicial requirements. If Lessee does not take prompt action to contain, remove, and abate such a discharge, the County may take whatever steps are necessary to contain, remove, or abate such a discharge. If the County contains, removes and abates such a discharge on the Premises, the full costs incurred by the County in taking such action shall be paid by Lessee to the County, together with interest at the rate of eighteen (18%) percent per annum on any unpaid balance. Any action of the County shall not relieve Lessee of its obligation and responsibilities under this or any other provision of this Lease or as imposed by law. No action taken by either the County or Lessee to contain, remove or abate a discharge whether such action is taken voluntarily or otherwise, shall be construed as admission of liability as to the source of the discharge. Notwithstanding the above provisions,

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Lessee shall only be liable for a pollutant or hazardous substance discharge or hydrocarbon contamination on the Premises which results from its use of the Premises. Lessee shall not be liable for any pollutant or hazardous substance discharge or hydrocarbon contamination caused by the negligence or willful misconduct of the County or the other occupants of contiguous Airport property, other than Lessee, its agents, employees, invitees, guests, licensees or sublessees. Lessee shall not be liable for any known or unknown pollutant or hazardous substance discharge or hydrocarbon contamination on the Premises existing prior to Lessee's use and occupancy of the Premises. Lessee shall provide reasonable assistance to the County in ascertaining the source of any pollutant or hazardous substance discharge or hydrocarbon contamination on the Premises. Lessee shall continue to be liable after expiration or earlier termination of this Lease, but only to the extent liability is imposed on Lessee by Federal, State, or County laws, rules, or regulations, for any known or unknown pollutant or hazardous substance discharge or hydrocarbon contamination on the Airport which occurred during the leasehold by Lessee. Nothing in this Lease is intended by the parties to increase, decrease, or change in any manner Lessee’s liability under Federal, State, or County laws, rules, or regulations for the contamination of the Premises or the Airport.

Section 54. Radon Gas.

54.1 The following provision is required by Section 404.056(7), Florida Statutes: "Radon is a naturally recurring radioactive gas that, when it has accumulated in building insufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained for your county public health unit."

Section 55. Nondiscrimination.

55.1 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 the Premises, (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 origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, (3) that 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 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.

55.2 Lessee agrees to furnish service on a fair, equal, and nondiscriminatory basis to all users thereof and to charge fair, reasonable, and not unjustly discriminatory prices for each unit or service, provided that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates or other similar types of price reductions to volume purchasers.

55.3 That in the event of breach of any of the above nondiscrimination covenants, the County shall have the right to terminate this Lease and to re-enter the Premises as if this Lease had never been made or issued.This 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.

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Section 56. Airport Protection.

56.1 It shall be a condition of this Lease, that the County reserves unto itself, its successors

and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Premises, together with the right to cause in said airspace such noise as may be inherent in the 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.

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

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

56.4 Lessee agrees that it will not exercise or grant any right or privilege which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any service on its own aircraft with its own employees (including but not limited to maintenance and repair) that it may choose to perform.

Section 57. Property Rights Reserved.

57.1 This Lease and all provisions hereof are subject and subordinate to the terms and conditions of the instruments and documents under which the County acquired the Premises 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 said instruments and documents, and any existing or subsequent amendments thereto, and are subject to any ordinances, rules or regulations which have been, or may hereafter be adopted by the County pertaining to the Airport. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Lease as of this ____ day of _____ 2017.

ATTEST: BOARD OF COUNTY COMMISSIONERS MARTIN COUNTY, FLORIDA CAROLYN TIMMANN, CLERK OF THE DOUG SMITH, CHAIRMAN CIRCUIT COURT AND COMPTROLLER APPROVED AS TO FORM & LEGAL SUFFICIENCY: SARAH WOODS, COUNTY ATTORNEY

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EXHIBIT “A”

A parcel of land lying in Section 10, Township 38 South, Range 41 East, Martin County, Florida; being more particularly described as follows:

Commence at the Southwest corner of said Section 10, thence run South 89°53'48” East, along the South line of said Section 10, a distance of 2669.52 feet to the South quarter corner of said Section 10; thence departing said South line, North 00°18'31” East, along the North-South quarter section line of said Section 10, a distance of 1205.56 feet; Thence, departing said quarter section line, South 89°41'29” East, a distance of 8.32 feet to the Point of Beginning;

Thence North 20°00'35” East, a distance of 242.43 feet; Thence North 69°58'12” West, a distance of 7.30 feet; Thence North 20°01'48” East. a distance of 244.19 feet; Thence South 70°05'04” East, a distance of 251.41 feet to a point on the Westerly line of Precision Jet Parcel; Thence along said line South 19°56'02” West, a distance of 487.03 feet; Thence departing last described line North 69°59'25” West, a distance of 244.84 feet to the Point of Beginning.

Containing 2.77 acres more or less.

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Exhibit “B”

RENT, CAM and SECURITY Schedule

LEASE YEAR DATES ANNUAL RENT MONTHLY PAYMENT 1 2017-2018 $36,198.30 $3,016.53 2-30 2018-2047 TBD TBD LEASE YEAR DATES ANNUAL CAM MONTHLY PAYMENT 1 -30 2017-2047 TBD TBD SECURITY FEE LEASE YEAR DATES ANNUAL CAM MONTHLY PAYMENT 1 -30 2017-2047 TBD TBD Lessee shall be responsible for the payment of the sales tax on rent with each payment of Rent, CAM and Security Fee. Currently said sales tax is 6.5%.

REQUEST FOR PROPOSALS (RFP) 2018-2999 - … · REQUEST FOR PROPOSALS (RFP) 2018-2999. ... results...

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