fixed base operator services at albert whitted airport base operator services at albert whitted...

of 87 National Flightline LLC – Albert Whitted Airport FBO Proposal ** Exception to the RFP

June 2012

A Proposal in Response to:

The City of St Petersburg’s solicitation for

Fixed Base Operator Services

at

Albert Whitted Airport

Confidential Information Removed or Redacted

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Table of Contents Section 1: Introduction ................................................................................................................................. 4

Section 2: Proposal ....................................................................................................................................... 6

2.1 Background ......................................................................................................................................... 6

2.2 General (RFP Section V; A) .................................................................................................................. 6

2.3 Financial Fitness (RFP Section V; B)..................................................................................................... 7

2.4 Business Plan (RFP Section V; C) ......................................................................................................... 8

2.5 Physical Requirements (RFP Section V; D) ........................................................................................ 23

2.6 Exceptions (RFP Section V; E) ............................................................................................................ 24

Section 3: Appendices ................................................................................................................................. 26

APPENDIX A: Articles of Incorporation ....................................................................................................... 27

APPENDIX B: Year-1 Operating Budget ....................................................................................................... 31

APPENDIX C: National Flightline LLC, Financial Information ....................................................................... 33

APPENDIX D: Subcontracted aircraft maintenance .................................................................................... 43

APPENDIX E: Subcontracted flight school operations................................................................................. 49

APPENDIX F: Self fueling - Physical Requirements ...................................................................................... 50

APPENDIX G: National Flightline LLC, Board Members – Bios .................................................................... 51

APPENDIX H: Letters of support .................................................................................................................. 64

APPENDIX I: Technical Management Consultant ........................................................................................ 69

APPENDIX J: Phillips 66 World Fuel Program .............................................................................................. 72

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Section 1: Introduction

Albert Whitted airport (AWA) is one of the country's best metropolitan airports. It has a rich

heritage including Tony Janus’ first scheduled airline flight and is the birthplace of National

Airlines. AWA is in close proximity to several of the City’s cultural attractions including the

Dali museum, the Mahaffey Theater, the Museum of Fine Arts and more. Its location and

easy access to downtown makes AWA a favorite destination for visiting pilots – it has a

strong record of bringing business to the City.

AWA is a city amenity that provides enrichment to our community. From outreach activities,

to job creation and education, our airport can be an effective centerpiece for St. Petersburg.

For example, the airport is home to the Experimental Aircraft Association’s (EAA) Chapter

47 which, through its “Young Eagles” program, provides a flight experience for 8 thru 17

year-olds. “Young Eagles” encourages students to pursue aviation and aerospace sciences

as a career. Further, AWA houses several businesses (e.g. retailer “pilotmall.com” is

headquartered at AWA) that directly employ dozens and indirectly provide hundreds more

jobs in the City.

AWA is important to the future of St. Petersburg and there is considerable untapped

potential for additional growth and impact to the City as well as the Tampa Bay region.

Because of its proximity to research facilities such as the University of South Florida, the All

Children’s - Johns Hopkins medical complex, SRI International, Florida Fish and Wildlife

Commission, the United States Geological Service and others, AWA can play an important

role. From supporting environmental research, (e.g. oil spill monitoring) to supporting

development of the next-generation autonomous aircraft, AWA has the potential to

significantly contribute to tourism, job creation and education over the next decade.

Specifically: 1) AWA already has an on-site business that directly supports the activities of

Special Operations Command (SOCOM) at MacDill Air Force Base in Tampa (this business

maintains and operates autonomous aircraft for the Government, a business that holds

potential for significant expansion given an appropriate airport environment); 2) AWA has

been an attractant for programs such as “Cousteau Divers” and Albert Whitted Airport

Preservation Society’s STEM education outreach programs; and 3) AWA has been used to

deploy aircraft to overfly science instruments operating in the Gulf of Mexico.

To leverage this precious resource and ensure that AWA generates the most benefit to the

City, we need a new approach. This approach must include a forward-looking vision that

considers the pressures on aviation (like rising costs for fuel, pilot training, insurance etc.)

The approach must include a diligent effort to maximize the airport amenity – holding

community events, implementing education opportunities (STEM), attracting new (airport)

businesses, attracting tourists, and bringing together City policy makers, economic

development entities, local businesses and education/research institutes. The approach

must include diligent effort to maximize efficient operations of the airport – airport line

services, efficient fuel operations, uniform hangar and facility leasing (important to ensure

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compliance with FAA regulations), safety training and safety systems, and contingency for

unattended-hours operations. And finally, the approach must diligently look forward and act

proactively rather than reactively to the changing business landscape.

The benefit to the City is multi-faceted: 1) in the near-term, the FBO will be operating in the

black and will exercise diligence in airport operations - this will allow improving services for

less cost; and, 2) marketing and promoting of the airport to aviation enthusiasts across the

United States, this to the benefit of the City and its cultural and business community. In the

long-term, the FBO will expand its business through several avenues: 1) increased fuel

sales; 2) aviation (and related) education; 3) aircraft sales (new light-sport category); 4)

aviation related events, and 5) promoting new aviation businesses, e.g. autonomous aircraft

training, system development, and deployment services.

National Flightline LLC’s board is composed of a local group of successful, visionary

businessmen and aviation enthusiasts with a passion for St. Petersburg and AWA. The

group has developed a strategy and vision for the airport that incorporates the best interest

of the community, the airport and the City of St. Petersburg. Our initial vision includes the

following goals: 1) optimize operations and improve service - we will look to optimize the

operations of the airport with a focus on efficiency and service creating a culture that fosters

engagement from the pilots and community; 2) implement self-fueling – unlike the vast

majority of general aviation airports, AWA has no self-fueling capability. AWA’s fuel sales

have sharply declined over the past few years and we know through surveys that 40% of

AWA’s pilots fuel at other locations – presumably for price and convenience. In addition to

creating more revenue, self-fueling brings the following benefits to the airport:

increases operations by attracting aircraft from other airports,

keeps pilots based at AWA here for fuel purchases,

diversifies fuel choices, e.g. mogas, in addition to AVGAS and JET-A,

provides an independent fuel supply system as a back-up to the existing fuel

farm, and,

it provides options for implementing “next-generation” aviation fuels.

3) drive the community-event functionality of AWA - the historic Hangar 1 and the terminal

building offer the opportunity to utilize the airport as a community venue for events and other

revenue-generating initiatives outside of the Grand Prix; 4) develop a Flight Education &

Community Center - in cooperation with the City of St. Petersburg, local schools and non-

profit organizations we plan to bring more youth-oriented activities to the airport and create

engagement and revenue as well as support STEM education; 5) commercial hangar

remodel - remodeling the existing hangar #1 to allow more space for both aircraft storage

and new business. The additional space will open the opportunity for new businesses and

will enable partnerships with USF and other local research centers which will in turn create

value in new ways for the City; and, 6) support extending a runway at AWA to permit

executive jet traffic in St. Petersburg. This will drive the broader understanding of the value

of a runway extension and will promote a balanced strategy to be determined in partnership

with the City, Federal agencies, and the local business community.

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Section 2: Proposal

2.1 Background

The current FBO business operates as a for-profit entity. Any for profit business has

as its focus the generation of revenue for profit. In most cases, competition drives

efficiency as the threat of business failure is always present, i.e. operate more

efficiently and provide more value than the competition or go out of business. In the

case of AWA, there is only one FBO thus competition does not exist, i.e., there is no

driving reason for the FBO to operate any more efficiently than the minimum required

to stay in business and turn a comfortable profit. The end result is that the FBO

creates less than optimal value. In the case of St. Petersburg and AWA, minimal

value is provided to the City, minimal value is provided to the community and minimal

value is provided to airport tenants. In the absence of competition, a different

business model would better serve to create value to all three.

The business plan described herein presents a model that incents the FBO to bring

more business to AWA, promote AWA, leverage AWA as an amenity and expand

AWA’s economic impact all while providing maximum return to the City. This model

will create far more near-term and long-term value than any “business-as-usual”

approach.

2.2 General (RFP Section V; A)

a. Corporate owners and officers:

i. National Flightline LLC’s board of directors:

See Appendix G: National Flightline LLC, Board Members – Bios, for

a list of the board of directors and details on each.

b. Address and point of contact:

National Flightline LLC

1010 Central Avenue, #114

St. Petersburg, FL 33705

Michael Terlaak – 818 383 5593

c. Brief history of the company:

i. National Flightline LLC is a new company with a highly experienced board

of directors.

d. Description of the responder’s entity and identification of all parties:

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i. National Flightline LLC is a new company; its sole purpose is operating the

FBO at AWA. The company is structured around an LLC business model

having a 7-member board of directors. The board has been selected from

a local group of business leaders, each being a stakeholder in the future of

AWA either as a tenant or significant user. See Appendix G: National

Flightline LLC, Board Members – Bios, for a full description of each

member of the board of directors.

e. Documentation that indicates the organization is active and in good

standing:

i. National Flightline LLC is a new company. Attached are the articles of

incorporation in the State of Florida. See Appendix A: Articles of

Incorporation and Appendix C: National Flightline LLC, Financial

Statement.

f. Airport references – identify airport ownership contacts at current or

former airports:

i. N/A – no principals in the company currently have (or have had) ownership

in an airport entity.

2.3 Financial Fitness (RFP Section V; B)

a. Summary financial documentation for National Flightline LLC

i. Financial statements for the past 2-years: National Flightline LLC is a

new company thus financial statements for the past 2 years are not

available; see Appendix C: National Flightline LLC, Financial

Information.

ii. Current credit report for each party having financial interest: The source

of backing funds for National Flightline LLC is private equity. The

investors extend beyond those listed as the company principals and have

requested to remain anonymous. See iii below.

iii. Provide evidence of financial capacity to meet start-up needs: National

Flightline LLC is a new-start that is financially backed by private investors.

Appendix C: National Flightline LLC, Financial Information, indicates our

current financial status. If selected, initial equity (as well as expected

additional investments) will be used to cover initial start-up costs

including: fuel, first-month salaries, equipment acquisition / lease,

promotional and communications materials, insurance premiums, and

accounting and other professional services costs associated with initial

operations. Reference Appendix B, Year-1 Operating Budget, for more

detail.

iv. National Flightline LLC, and any entity that the National Flightline LLC has

any interest in, is current in all obligations or agreements with the City

with the exception of any disputed amounts existing as of April 5, 2012.

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2.4 Business Plan (RFP Section V; C)

a. General. National Flightline’s strategy is to serve as an FBO-services

management company that is overseen by an experienced board of directors.

We will subcontract to best-of-breed operators to ensure optimum support of the

secondary FBO functions; both the flight school / aircraft rentals and aircraft

maintenance services.

b. Operations (Section V; C.1)

i. Commercial and GA aircraft fueling (Section II; 1): Fueling operations will

be consistent with both National Air Transportation Association’s (NATA)

Safety 1st program and recommended procedures from the fuel supplier.

National Flightline LLC will seek to gain approvals for military refueling

operations as needed or dictated by DoD safety guidelines. National

Flightline LLC will maintain capability, and an inventory of appropriate

equipment and supplies, for on-site minor fuel spill response. Safety

procedures compliant with relevant NFPA and HAZMAT guidelines will be

emplaced for appropriate response in the case of substantial fuel spill.

ii. Aircraft storage and overnight parking (Section II; 2): National Flightline

LLC will emplace and follow a formal procedure for safe aircraft storage

and overnight parking using existing tie-down areas, hangars and ramps.

iii. Aircraft ramp services (ramp / tie-downs, tow-in/out services, etc.)

(Section II; 3): National Flightline LLC will provide tie down, tow-in and

tow-out services including options for after-hours services.

iv. ** Maintenance, repair and servicing of aircraft (Section II; 4): Aircraft

maintenance and repair, along with the associated parts inventory, are

required by the City’s FBO Minimum Standards. National Flightline LLC

will subcontract maintenance services to a third party – see Appendix D:

Subcontracted Aircraft Maintenance. The subcontracted maintenance

entity will furnish all training, tools, equipment and parts inventory to

provide reliable, full- service aircraft maintenance from the start of

operations. Service hours will be from 08:00 to 16:00 weekdays, with call-

out and emergency service available. It is anticipated that to

accommodate the expanded aircraft maintenance needs of FBO and

flight school operations, the subcontracted entity will assess the

employees of the current FBO and retain as many as possible.

Employees of the current FBO will be measured against current industry

standards for competence-in-field of services, quality of work,

professionalism and business efficiency. Staff adjustments will be made

in accordance with the results of the assessment.

v. Management [day-to-day] of ramps, tie-downs, oil-repository, [and

publically accessible areas]. (Section II; 5,7): Day-to-day management of

the tie-downs and ramp area will be overseen by a shift manager. The

shift manger has full responsibility for directing line operations, attending

to operation’s needs, and interfacing with the customer. Standard

operating procedures will be established to ensure that publically

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accessible areas have been checked at the beginning of each shift – this

to check for cleanliness, proper operation of equipment, adequate

supplies are available and any other attention that might be needed

and/or addressed. A standard operating procedure will be emplaced to

ensure that the oil-repository is monitored at weekly intervals minimum,

and cleaned and/or emptied in accordance with City established

guidelines for used oil removal/disposal.

vi. Operation of the airport fuel farm – handling and delivery of aviation fuel

products (Section II; 6): National Flightline LLC intends that each of its

line personnel is fully-certified as a Professional Line Service Technician

(PLST) by NATA’s Safety 1st program. This training will include safety

training, proper-equipment-use training, proper handling of aircraft fuel

systems, and proper aircraft positioning for fueling operations (e.g.

conforming to established City safety guidelines, i.e. not fueling an aircraft

while hangared.)

vii. Emergency services to include: 1) towing disabled GA aircraft; and, 2)

other services as proposed (Section II, 8): National Flightline LLC will

provide emergency towing service for disabled aircraft on a 24 hours-per-

day, 7 days-per-week basis. Distressed aircraft needing assistance

during times outside of normal FBO operating hours must contact

National Flightline LLC via a posted contact telephone number.

Additional services, such as aircraft storage and/or local transportation

will be provided as needed and appropriate on a case-by-case basis.

viii. ** Flight school: flight instruction & aircraft rentals, personnel, aircraft and

equipment. (Section II; 9, 10, 11): National Flightline LLC will subcontract

flight school operations to a third party. The subcontracted flight school

must meet the minimum requirements outlined in the RFP. National

Flightline LLC has entered into initial discussions with a successful

regional flight training school for operation of the flight school at AWA;

see Appendix E: Subcontracted flight school operations. Full and formal

subcontracting negotiations will commence upon acceptance of the

National Flightline LLC proposal by the City.

ix. Minimum proposed hours of operation (Section II; 12):

1. National Flightline LLC will provide on-site personnel to operate

and provide “FBO services” on the following schedule ; see Table

1 below.

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Fuel and line services 7am – 9pm daily, on call otherwise

Maintenance (as provided through subcontract)

8am – 4pm weekdays, on call otherwise with exception of commonly recognized holidays

Flight School (as provided through subcontract)

7am- 7pm daily, by arrangement otherwise with exception of commonly recognized holidays

Courtesy shuttle / transportation

7am – 9pm daily. By arrangement otherwise

Table 1: General FBO operating schedule.

x. Other customer amenities and services (Section II, B):

1. Flight planning facilities including weather and flight service

access

2. Pilot lounge – (shower planned)

3. Courtesy transportation and taxi-call service

4. Coffee, snacks, vending and complimentary beverages

5. Aircraft cleaning (interior, windshield, etc.)

6. Baggage transport and/or storage and concierge services

7. Chart and pilot supplies sales

8. Wireless internet access

9. Copy and fax services

10. Tire-air, ground APU or “jump” services

11. Oxygen

12. First-aid services

13. Car rental and lodging arrangements

b. Customer Service (Section V; C.2)

i. Customer Service: National Flightline LLC staff will be trained and will feel

confident to provide service to each customer in a manner that fits their

unique needs. Ongoing staff training, individual customer data logs, “thank

you” postcards, customer service comment cards, and inbound/outbound

online requests will assist in providing exceptional service for all

customers, crew and passengers.

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Leveraging decades of experience in customer service organizations, the

management team of National Flightline LLC will provide exceptional

customer service in all areas of AWA operations:

On the line - Flight arrivals and departures will be assisted with

trained, uniformed Line Service Technicians (LST). Line operations

staff will meet all inbound aircraft, guide aircraft to parking areas

using marshaling signals or lighted marshaling wands. After guiding

each aircraft to an appropriate parking spot, the LST will wait for

the engine and master switch to be shut off. LST will welcome

aircraft occupants and provide complimentary water, unloading

assistance, chocking and tie down of aircraft, fuel, and

transportation to the terminal building or rental car area if needed.

At the counter - Flight crews, pilots and passengers will be greeted

by attentive, professional and uniformed Customer Service

Representatives (CSR).The CSR will direct customers to the

complimentary refreshments and assist with all customer request

not handled outside, i.e. making arrangement for departures,

offering additional National Flightline aircraft services and in-house

accommodations such as high-speed wireless internet access,

photocopy, mail, and fax service. A pilot shop will be available with

charts, books, tools, accessories, AWA merchandise and snack

items.

Within Flight Training Operations - Although National Flightline

LLC will subcontract Flight Training, National Flightline LLC will

contractually ensure professional, courteous operations of the flight

school.

During Service and Maintenance - Although National Flightline

LLC will subcontract aircraft maintenance, National Flightline LLC

will contractually ensure professional, courteous operations of AWA

maintenance facilities.

c. Management (Section V; C.3):

i. National Flightline LLC is overseen by an experienced board of directors.

Included in the management team is an experienced FBO manager

(consultant) with up-to-date FBO and aviation business leadership

experience; see Appendix I: Technical Management Consultant. The

proposed functional management structure includes two salaried positions:

1) General Manager; and 2) Assistant Manager. The remaining staff

includes linesman and customer service positions that also support other

administrative duties. The National Flightline LLC board of directors will

guide the hiring process to ensure appropriate qualifications for all

positions; see section 2.4.d of this proposal for detailed descriptions of

responsibilities and qualifications for each position.

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The proposed management and staffing structure will allow for efficient

operation of the FBO while providing consistent quality services. National

Flightline LLC will offer competitive salaries and hourly pay rates based on

Bureau of Labor Statistics or third-party regional salary survey data.

Salaried positions include full benefits with vacation and health insurance.

Part time employees will be eligible for company-provided health care

benefits if or as required by Federal or State guidelines.

The General Manager is the responsible individual for all operations of the

FBO. This includes ensuring compliance with Federal, State and City

requirements as well as day-to-day management oversight of: 1) tasking of

all active staff; 2) safety of operations; 3) customer service; 4) public

relations; 5) marketing activities; 6) fueling operations; 7) aircraft parking

and tie-down; and, 8) terminal services. The Assistant Manager is

responsible for assisting the General Manager in day-to-day operations of

the FBO in addition to: 1) accounting; 2) front desk staff management; 3)

inventory and ordering; 4) compliance issues; 5) creation, maintenance

and training for standard operating procedures (SOPs); 6) overseeing

support staff certifications and records; and, 7) human resources. Other

staff includes: 1) Line Service Technician – responsibility for directing

aircraft on the ramp, parking, tie-down, towing and fueling operations,

aircraft light cleaning, moving ramp equipment, policing the airport

environment, and general FBO equipment maintenance and cleaning; and,

2) Customer Service Representative – responsibility for interfacing with

customers, greeting aircraft passengers, handling cash drawer, logging

pilot and aircraft data, recording base operations data, general

bookkeeping and day-to-day marketing.

An efficient personnel schedule will be implemented. There will be a

minimum of one Line Service Technician and one Customer Service

Representative available during all business hours. Management-level

authority will be present during all normal business hours. A sample

operations schedule is shown below (Table 2):

MO TU WD TH FR SA SU

GM 8-5 8-5 8-5 8-5 8-5

AM 8-5 8-5 8-5 8-5 8-5

CSR 1 4-9 4-9 4-9 4-9 4-9 2-9 2-9

CSR 2 7-10 7-10 7-10 7-10 7-10 7-3 7-3

LST 1 7-12 7-12 7-12 7-12 7-12 7-12 7-12

LST 2 12-5 12-5 12-5 12-5 12-5 12-5 12-5

LST 3 4-9 4-9 4-9 4-9 4-9 4-9 4-9

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Table 2: FBO Staff weekly shift schedule.

ii. Leased Premises (Section III, A)

1. Galbraith Terminal (Section III, A.1): The terminal building, as

configured, will be utilized for office space, meeting rooms and

operations staging for the line service technicians. National

Flightline LLC has reviewed the current space configuration in the

Galbraith Terminal building and envisions improving the efficiency

in space usage while simultaneously creating new revenue

generation opportunities. For example, retail sales for pilot

supplies and general public consumables can easily be

implemented. Further, restructuring rental car operations under

the FBO would further increase efficiency in space utilization.

National Flightline LLC also sees a reconfiguration of the current

office space to better accommodate pilot and crew needs while

not impacting business operations requirements of the FBO.

These changes will allow the FBO to manage the available space

more effectively to the benefit of the City, community and airport

tenants.

2. Hangar 1 (Section III, A.2): As configured, the Hangar 1 facility is

best suited for flight school operations and corporate (larger)

aircraft storage. National Flightline LLC would maintain the

current use-structure for Hangar 1, to include: sublease to the

flight school, occasional subleasing of the open hangar space for

community events, paint booth operations, general aircraft

storage, and high-density aircraft storage in case of major storm

events. National Flightline LLC will explore possible upgrades to

Hangar 1 to accommodate new businesses as well as existing

business expansion.

3. Hangar 2 (Section III, A.3): As configured, the Hangar 2 facility is

best suited for aircraft maintenance. National Flightline LLC would

maintain the current use-structure for Hangar 2, to include:

sublease to the aircraft maintenance company, occasional

subleasing of sections of the hangar space to accommodate

larger aircraft storage, and high-density aircraft storage in case of

major storm events. National Flightline LLC will explore possible

upgrades to Hangar 2 to accommodate new businesses as well as

existing business expansion.

iii. Managed Premises (Section III, B)

1. Terminal Ramp (Section III, B.1): The terminal ramp includes

approximately 15,700 sq/yds of ramp area and contains

approximately twenty (20) tie-down spaces. National Flightline

LLC will manage the daily operations on the terminal ramp,

including: aircraft greeting and registration, aircraft parking

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guidance, passenger loading/unloading assistance, overnight

transient parking, and other common services. National Flightline

will ensure that its staff is professionally trained to provide these

services. National Flightline LLC will charge a one-time-per-use

“ramp fee” for services rendered to arriving and departing aircraft

– see section 2.4.h for detailed rate schedule.

2. ** Tie-down management (Section III, B.2): National Flightline LLC

will manage the majority of the tie-down areas on the airport. In

addition to the tie-downs on the terminal ramp, there are

approximately 67 additional tie-down spaces located at various

areas on the airport. The tie-down surfaces include pavement,

crushed asphalt and grass. National Flightline LLC will manage

assignment of tie-down spaces, setting rates, and collecting rents.

National Flightline LLC considers rule enforcement and

compliance issues to be under the purview of the airport manager

and/or City employee designee. National Flightline LLC will pay

the City rent on a fixed, per occupied tie-down basis (excluding

those located on the terminal ramp which is included in the

terminal ramp rent). Specific tie-down assignments (transient vs.

based aircraft) will be at the discretion of National Flightline LLC.

National Flightline LLC will also have the discretion to set the

daily, weekly and/or monthly tie-down fees charged to tie-down

users. National Flightline LLC acknowledges that the City has the

right to review the rates and can impose limitations if the rates

charged if they are found to be un-reasonable. The rates set and

tie-down lease amounts will be based on an independent survey

of appropriate regional rates and will conform to FAA guidelines.

National Flightline LLC will provide copies of tie-down rate

schedules and policies, within 5 business days of written request

from the City.

3. Fuel Farm (Section III, B.3): National Flightline LLC will provide for

the operation, repair, replacement, maintenance, and

management of the equipment and facilities located at the Fuel

Farm, including: 1) maintaining, replacing and servicing of

dispensing parts (i.e. pumps, hoses nozzles, filters and meters); 2)

cleaning of the Fuel Farm Facilities, keeping drains clear of debris

and daily checking for fuel leaks; 3) storing spill absorbent

materials on site, in the container provided for that purpose and

providing spill buckets at the back of the tanks; 4) permitting only

FBO personnel trained in fueling operations (including, spill clean-

up procedures) to dispense fuel; 5) promptly report all fuel spills to

the Airport Manager’s Office; 6) remediate any adverse

environmental condition caused by the FBO, whether occurring on

the Fuel Farm or elsewhere on the Airport, due to the FBO’s

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fueling operation; and, 7) maintain an agreement with an

environmental clean-up contractor, licensed for such activities in

the state of Florida, capable of clean-up of a “worst case” spill

event at AWA.

4. Waste Oil Repository (Section III, B.4): National Flightline LLC

acknowledges the responsibility of the FBO to ensure that only

used oil is deposited in the 250 gallon oil repository located

adjacent to Hangar #2 and further acknowledges responsibility for

providing for the regular disposal of deposited used oil in

conformance with all applicable local, State and Federals laws

and regulations. Any fees associated with removal of used oil

from the waste oil repository are the responsibility of the City.

5. National Flightline’s view of “Rents and Fees” – see Appendix B in

RFP (Section III, C): National Flightline LLC has carefully

reviewed the City’s proposed hangar rent rates, fees, escalation

policy, and management fee split. National Flightline LLC has

identified several elements of concern relevant to these topics: 1)

the City’s proposed fixed rent based on 100% occupancy does not

address the potential for a significant reduction in hangar rentals;

2) the proposed hangar rates do not consider competitive rates

available elsewhere in the Bay area, and thus potentially do not

conform to the FAA’s grant assurances per guidelines, e.g. AC

5190.6B; Chapter 9; and, 3) the escalation of hangar rents (by the

FBO as approved by the City) of an arbitrary 3% per year does not

appear to have basis in a real, documentable compensatory need,

and thus also potentially does not conform to the FAA’s grant

assurances. It is clear that the fiscal viability of a successful AWA

FBO is highly dependent on the revenue generated through

hangar rent. National Flightline LLC suggests an alternate rents

and fees model that: 1) implements an independent review of

AWA hangar lease rates; 2) completes the due diligence to ensure

conformance with grant assurances and guidelines outlined in

FAA 5190.6B; and, 3) manages the T-hangar and Shade Shelter

space against the revenue generated rather than a fixed rate.

Active management of the hangar space is the best way to ensure

maximum occupancy thus generation of maximum revenues.

FBO-controlled rates will allow flexibly for the FBO to dynamically

adjust rates and thus provide incentives (e.g. short-term rate

reductions) to keep the hangars maximally occupied. As

pressures increase on general aviation, cost savings trends will

continue to drive tenants to other airports, not only for cheaper

fuel, but also for lower-cost aircraft hangars – our on-field surveys

have already confirmed that some tenants have departed AWA for

more favorable rates in Tampa. National Flightline LLC feels that

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the City should carefully examine its rates to ensure compliance

with FAA grant assurances. Further, National Flightline LLC

suggests that the City emplace a new rate structure and

management process that is designed to retain tenants, improve

airport business and enhance competitiveness with other area

general aviation airports.

iv. Future leaseholder impacts including: 1) Terminal Hangar; 2) Taxiway “a-

1” and South Apron; 3) Corporate Hangars/Office; and, 4) Albert Whitted

Waste Water Treatment Plant are fully acknowledged herein. Further,

impacts from the Grand Prix of St. Petersburg, airshows and other pre-

planned events are acknowledged. (Section III; G, H,I, and J)

d. Personnel (Section V; C.4)

i. Full time

1. General Manager

Responsibilities: The General Manager will be responsible for the

overall operations and the financial and legal management of the

company. This position holds responsibility to ensure that all

Federal, State and City requirements are complied with and has

the ultimate authority for all FBO operations. The GM will oversee:

1) tasking of all active staff; 2)safety of operations; 3) customer

service; 4) public relations; 5) marketing activities; 6) fueling

operations; 7) aircraft parking and tie-down; and, 8) terminal

services.

Qualifications: The candidate should have a minimum of a

Bachelors' Degree in business, aviation management, or the

relevant equivalent degree and/or experience. The candidate must

have at least 9 years of experience working in an aviation or

aviation related position at an active airport and must have proven

aviation-related skills in: 1) preparing operating budgets; 2)

operations/staff management; 3) staff training; 4) airport

marketing; and 5) public relations.

2. Assistant Manager

Responsibilities: The Assistant Manager is responsible for

assisting the GM in the day-to-day operations of the FBO. In

addition, the Assistant Manager will be responsible for: 1)

accounting; 2) front desk staff management; 3) inventory and

ordering; 4) compliance issues; 5) creation, maintenance and

training for standard operation procedures (SOPs); 6) overseeing

support staff certifications and records; and, 7) human resources.

Qualifications: The candidate should have a minimum of a

Bachelors' Degree in business, aviation management, or the

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relevant equivalent. The candidate must have at least 6 years of

experience working in a business office or in a capacity having full

responsibility for day-to-day business operations and must have

proven skills in: 1) bookkeeping; 2) human resource record-

keeping and staffing; 3) implementation of staff and safety

standards; 4) inventory, ordering and invoicing operations; and, 5)

compliance

ii. Part time

1. Line Service Technician

Responsibilities: This position holds responsibility for: 1) directing

aircraft on the ramp; 2) parking ; 3) tie-down; 4) baggage handling;

5) towing and fueling operations; 6) aircraft light cleaning; 7)

moving ramp equipment; 8) policing the airport environment; and,

9) general FBO equipment maintenance and cleaning.

Qualifications: The candidate should at a minimum hold a high

school diploma or the equivalent. The candidate must have prior

aviation line operations experience; NATA Safety 1st training is

desired but not required.

2. Customer Service Representative

Responsibilities: This position holds responsibility for ensuring that

all customer needs are met immediately, with the highest of

standards. This person will: 1) answer phones; 2) greet aircraft

passengers; 3) cater to needs of guests (refreshments, auto

rental, hotel arrangements, etc.); 4) handle cash drawer; 5) log

pilot and aircraft data; 6) record base operations data; 7) conduct

general bookkeeping; and, 8) meet marketing expectations on a

daily basis.

Qualifications: The candidate must hold at a minimum a high

school diploma or the equivalent. Formal education and/or training

in aviation business is desired. The candidate must have prior

customer service work experience and show experience working

with the public. The candidate must demonstrate fluent computer

skills in MS Office applications and use of web-based applications.

e. Marketing (Section V; C.5)

i. National Flightline LLC will team with Phillips 66 Aviation. See APPENDIX

J: World Fuel Services, for details on the Phillips 66 program.

ConocoPhillips supports its dealer networks with innovative support

programs such as credit card programs, “Wingspoint” rewards, Flight

Explorer on-line Reporting Tool (capturing in-depth operator information,

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discovering exactly who is flying into and out of any airport and marketing

National Flightline directly to them. Flight Explorer will expand the

customer base and open a host of new business opportunities.), Partners-

Into-Plane specialists (promoting National Flightline to qualifying

commercial and high-volume aircraft operators) and Phillip66 Aviation Co-

op Advertising and Support Program which provides reimbursements of 50

percent of approved expenses for advertising and services including:

advertising and printed materials, uniforms, weather briefing equipment,

line training and safety, credit card automation equipment, fuel testing

equipment, NATA TM and State aviation dues, and aviation facilities

upgrades.

National Flightline LLC will budget a minimum of $10,000 per annum for

marketing and will implement additional marketing initiatives. National

Flightline LLC will:

leverage the experience of its Board of Directors to create an

extensive social media program for marketing both the airport and

the City,

create and maintain an up-to-date informational website,

www.nationalflightline.com,

proudly display a regularly updated brochure in the FBO and flight

school,

obtain business/corporate memberships and or associations, with

the organizations listed below, to promote on-going marketing of

AWA: 1) the St. Petersburg Chamber of Commerce; 2) the St.

Petersburg Downtown Partnership; 3) AOPA; 4) the Experimental

Aircraft Association; 5) the St. Petersburg Downtown Business

Association; 6) Pinellas County Tourist Development Council; and,

7) the “99’s”,

regularly update internet price tracking web sites such as AIRNAV,

AOPA, FBOweb, 100LL, etc.,

publish relevant press releases to all local publications, national

and regional aviation and trade publications,

attend major industry conventions, promoting the airport and FBO,

such as those sponsored by: National Business Aviation

Association (NBAA), Florida Aviation Trade Association (FATA),

and the Aircraft Owners and Pilots Association (AOPA),

participate in community events and engage with the broader

business community to promote AWA. Further, use the business

community connections to provide an “aviation gateway” for pilots

to broader community events,

provide assistance to promotional services such as filming crews,

magazine writers other media,

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engage local companies and corporations in promoting their

businesses at airport and other local events,

contact charter companies and corporate flight departments of

sports teams visiting our city. Provide aviation-related services as

well as local business and hotels with special promotional offers for

the pilots and team members attending events in St. Petersburg,

advertise in local magazines, airport guides used by the pilots, and

national aviation magazines like Professional Pilot, Business and

Commercial Aviation, and AOPA Pilot,

sponsor an annual airport open house (targeted for every May)

promoting AWA as well as “National Aviation Day”,

promote and sponsor aviation clubs or organized fly-ins and fly-

outs, and,

schedule quarterly meetings with other businesses at AWA, as well

as AWA City staff, to discuss marketing and event opportunities

that would benefit AWA.

f. Mobile Equipment (Section V; C.6)

i. National Flightline LLC plans to obtain the necessary mobile equipment to

provide all relevant services at AWA. Representative equipment will

include: 1) fuel trucks (2 ea.); 2) aircraft towing and moving equipment (2

ea.); 3) ramp transportation for pilots, crew and passengers, e.g. golf cart

(2 ea., 1-4 pass, & 1-6 pass.); and, 4) aircraft ground power unit (1 ea.).

a. b.

c. d.

Figure 1: a) representative aviation fuel truck, b) representative aircraft

tug, c) representative ramp shuttle, d) representative ground power unit.

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g. Aircraft Fleet (Section V; C.7)

i. National Flightline LLC intends to subcontract flight school operations.

The subcontracted flight training provider will be contractually required to

meet all requirements set forth by the City and will provide fleet aircraft and

training services commensurate with that currently available at AWA.

National Flightline LLC has entered into discussions with various local and

regional flight training providers, see Appendix E: Subcontracted flight

school operations. If selected as the winning proposer, National Flightline

LLC will conclude its selection of flight training provider for review and

consideration by the City.

h. Rates and Charges (Section V; C.8)

i. National Flightline LLC proposes the following charges and fees, Table 3:

Item Fee Comment

Fuel 100 LL Wholesale + 20% Full Serve

Fuel 100 LL Wholesale + 7% Self-serve (if

implemented)

Fuel Jet A Wholesale +25% Full Serve

Fuel Jet A Wholesale + 10% Self-serve (if

implemented)

Ramp Fee $15.00 per ramp usage Can be waived under

certain conditions

Overnight Tie-down $10.00 per night Can be waived under

certain conditions

Pull-in/Pull out $5.00 per move

Ground Power Unit $20.00 per use or per hr.

Table 3: Rates and Fees Schedule

i. Third-party Services (Section V; C.9): Should the National Flightline LLC

submittal be chosen, full proposals from third party sub-contractors will be

provided prior to contractual negotiations for the execution of the AWA FBO.

j. ** T-Hangar Management Option (Section III, D and Section V; C.10)

i. National Flightline LLC acknowledges that in exchange for managing the

T-hangar facilities, it will keep twenty (20) percent of the gross total T-

hangar rent revenue. The remainder of the T-hangar rent revenue shall be

remitted to the City. National Flightline LLC has conducted a survey to

assess hangar occupancy rate at AWA and has found that occupancy is

currently less than 100%. National Flightline LLC suggests that a variable

model based on actual hangar occupancy is appropriate. In exchange,

National Flightline LLC will work to market AWA hangar space to maintain

occupancy at as high a rate as the market will bear. If is important that

hangar rent rates be determined by independent review to ensure

conformance with FAA grant assurance guidelines.

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ii. T-hangars/Shade Shelter Facilities (Section III, D.1): National Flightline

LLC acknowledges that there are eighty eight (88) T-hangars and nine (9)

shade shelters located on the airport. Further some of the T-hangar

buildings contain end units that are configured as office and/or storage

space.

iii. ** Management Fee (Section III, D.2): National Flightline LLC has carefully

reviewed the City’s proposed hangar rent rates, fees and management fee

split. As economic pressures continue to impact general aviation, it is

highly probable that hangar occupancy will decrease. The City’s proposal

does not consider the potential for a significant reduction in hangar space

occupancy. Further, the proposed agreement does not consider

competitive rates available elsewhere in the Bay area, and thus potentially

puts the City at risk of violating FAA grant assurances.

iv. Management Duties (Section III, D.3)

1. Maintaining a waiting list and assigning units (Section III, D.3.a,

D.3.b): AWA provides three basic categories of hangar space for

airport tenants: 1) shade hangars (SH); 2) small old-generation

hangars (OGH) and, 3) large new generation hangars (NGH).

National Flightline LLC recognizes the need to implement a fair

and equitable process for assigning hangars and proposes the

following: A computer-based, internet accessible, wait-list for

each category of hangar will be created and maintained. Potential

hangar tenants can contact National Flightline personnel to be

entered into any one or more of the wait-lists. As hangars become

available, the next person on the list will be given the option to

accept the hangar or be removed from (or moved to the bottom of)

the (a) list.

2. Collect Rents (Section III, D.3.c): Hangar, tie-down and other

lease payments shall be due to National Flightline LLC on the 1st

business day of each month. A 4-day grace period will be

granted, specifically, any payment made after the 5th business day

of the month will be assessed a late fee of 5% of the amount due;

a reminder invoice will be delivered to the tenant. An additional

late fee of 5% per month will be applied each month afterwards for

any payment that remains in arrears for more than 30 days. On

the first business day after the 60th calendar day after which any

payment is in arrears, a written notification of pending eviction, as

well as a second reminder invoice, will be delivered to the tenant.

On the first business day after the 90th calendar day after which

any payment is in arrears, a written eviction notice will be

delivered to the tenant and the hangar dead-bolted or padlocked.

National Flightline LLC suggests that the rent revenue provided to

the City be based on actual occupancy, not 100% occupancy.

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Insufficient data is available to assess the current and future

market demand for hangar space at AWA. National Flightline’s

own survey has indicated available hangars at AWA thus

occupancy as of this writing is below 100%. Structuring payments

due to the City based on 100% occupancy presents excessive

potential risk to National Flightline LLC in the absence of

substantiating data demonstrating long-term hangar demand at

AWA.

3. Establish Rates (Section III, D.3.d): In accordance with the

description above, the rates must conform to FAA guidelines or

the City and AWA are at risk of federal audit and long-term

scrutiny by the FAA and/or risk of loss of federal grant funds.

Appropriate rates are determined through independent review by

an experienced airport appraiser. Rates will be reviewed on an

annual basis and adjusted up or down to ensure conformance with

FAA guidelines.

4. Monitor Insurance Compliance (Section III, D.3.e): National

Flightline LLC will solicit from each AWA tenant documentation

showing proof of insurance adequate and in amounts to satisfy the

requirements of the City. An active computer database of said

documentation will be maintained by National Flightline LLC and

will be made available to the City upon written request within 5

business days.

5. Monthly Report (Section III, D.3.f): National Flightline LLC will

provide to the City (via e-mail preferred) a monthly report on t-

hangar leasing, including tracked overdue rents, up-to-date

insurance information and unit assignments. National Flightline

LLC will maintain paper and/or facsimile copies of signed leases

and insurance documents.

6. ** Utilities (Section III, D.3.g): National Flightline LLC proposes

that the airport utilities cost (electric, water, sewer, storm water,

refuse, etc.) be derived from the City’s share of the hangar rents

and that the airport utilities accounts be maintained in the name of

the City. However, National Flightline LLC, if selected, would

request negotiation with the City to retain the electric utility in the

name of the FBO; this to incent the FBO to implement energy

savings measures at AWA.

7. ** Rules and Regulation Compliance (Section III, D.3.h): A review

of current airport operations indicates that for the FBO to take on

policing and enforcement responsibilities would financially burden

the FBO unless fiscally compensated, i.e. no current enforcement

activities are evident. National Flightline LLC feels that the City’s

airport manager is responsible for ensuring that tenants comply

with rules and regulations set forth by the City.

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8. Maintenance (Section III, D.3.i): National Flightline LLC

acknowledges that the City bears maintenance responsibility for

T-hangar and shade shelter facilities.

9. Additional Fees (Section III, D.3.j): National Flightline LLC

acknowledges that no other fees are authorized for T-hangar or

shade shelter facilities and that no fees can be arbitrarily

assessed.

10. First Right of Refusal (Section III, D?): National Flightline LLC

acknowledges that all current T-hangar, shade shelter, and tie

down tenants must be given first right-of-refusal for the leasing/re-

leasing of existing space – see section 2.4.j.iv.1 of this proposal.

11. ** Rent Escalation (Section III, E?): Rent rates should be based on

an independent assessment of regional rates for equivalent

space. National Flightline LLC will arrange for an independent

appraisal, the cost of which will be covered by the City (or credited

to National Flightline LLC), to determine appropriate rates and

ensure compliance with FAA guidelines.

12. Leasehold Adjustment (Section III, F): National Flightline LLC

acknowledges that the City reserves the right to adjust the area

leased by AWA tenants and that such adjustment will result in a

proportionate rate adjustment to the FBO. The City shall notify

National Flightline LLC one hundred and eighty (180) days in

advance of its intended implementation of any lease area

adjustment.

2.5 Physical Requirements (RFP Section V; D)

1. National Flightline LLC pans to implement self-fueling facilities at AWA.

Should National Flightline LLC choose to proceed, grounds as well as utility

hook-ups will be required. A preliminary review of the airport has been

completed and a suitable site, conforming to fire protection codes, runway

visibility guidelines, having adequate accessibility to aircraft and restocking

trucks, and practical proximity to utilities has been identified – see Appendix

F: Self Fueling – Physical Requirements. A representative example of self-

fueling equipment is pictured below, Figure 2.

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Figure 2: Example self-fueling installation

2.6 Exceptions (RFP Section V; E)

1. Following is a summary of each exception to the RFP noted in this proposal.

a. Maintenance, repair and servicing of aircraft (Section II; 4)

i. National Flightline LLC intends to subcontract aircraft

maintenance services to a third party. National Flightline LLC

will contractually ensure that provided services meet or exceed

industry quality standards. See Appendix D: Subcontracted

Aircraft Maintenance

b. Flight school: flight instruction & aircraft rentals, personnel, aircraft

and equipment. (Section II; 9, 10, 11 and Section V; C.7)

i. National Flightline LLC intends to subcontract flight school and

aircraft rental services to a third party. National Flightline LLC

will contractually ensure that provided services meet or exceed

industry quality standard. See Appendix E: Subcontracted

flight school operations

c. Tie-down management (Section III, B.2): National Flightline LLC

considers rule enforcement and compliance issues to be under the

purview of the airport manager and/or City employee designee.

National Flightline LLC will pay the City rent on a fixed, per occupied

tie-down basis (excluding those located on the terminal ramp which is

included in the terminal ramp rent).

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d. T-Hangar Management Option (Section III, D and Section V; C.10):

National Flightline LLC suggests that a variable model based on

actual hangar occupancy is appropriate. In exchange, National

Flightline LLC will work to market AWA hangar space to maintain

occupancy at as high a rate as the market will bear.

e. Management Fee (Section III, D.2): National Flightline LLC has

carefully reviewed the City’s proposed hangar rent rates, fees and

management fee split. As economic pressures continue to impact

general aviation, it is highly probable that hangar occupancy will

decrease. The City’s proposal does not consider the potential for a

significant reduction in hangar space occupancy. Further, the

proposed agreement does not consider competitive rates available

elsewhere in the Bay area, and thus potentially puts the City at risk of

violating FAA grant assurances.

f. Rules and Regulation Compliance (Section III, D.3.h): A review of

current airport operations indicates that for the FBO to take on

policing and enforcement responsibilities would financially burden the

FBO unless fiscally compensated, i.e. no current enforcement

activities are evident. National Flightline LLC feels that the City’s

airport manager is responsible for ensuring that tenants comply with

rules and regulations set forth by the City.

g. Rent Escalation (Section III, E?): Rent rates should be based on an

independent assessment of regional rates for equivalent space.

National Flightline LLC will arrange for the appraisal, the cost of which

will be covered by the City (or credited to National Flightline LLC), to

determine appropriate rates and ensure compliance with FAA

guidelines.

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Section 3: Appendices

APPENDIX A: Articles of Incorporation

APPENDIX B: Year-1 Operating Budget

APPENDIX C: National Flightline LLC, Financial Statement

APPENDIX D: Subcontracted aircraft maintenance

APPENDIX E: Subcontracted flight school operations

APPENDIX F: Self fueling - Physical Requirements

APPENDIX G: National Flightline LLC, Board Members – Bios

APPENDIX H: Letters of support

APPENDIX I: Technical Management Consultant

APPENDIX J: Phillips 66 World Fuel Program

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APPENDIX A: Articles of Incorporation

National Flightline LLC is a new company that is registered in the State of Florida as an LLC. The purpose

of National Flightline LLC is solely the operation of the FBO at Albert Whitted Airport. The following

pages contain our recent articles of incorporation.

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APPENDIX B: Year-1 Operating Budget

National Flightline LLC has considered a first-year operating budget which contains a number of

predicted expenses, liabilities and revenue sources. We envision achieving a profitable year starting

with the first year of operations. The following page provides an overview of a first-year budget.

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Year-1 Example Operating Budget – National Flightline LLC Leased Revenue Budget

Terminal $15,000.00

Hangar 1 $29,900.00 Full Service Self Fueling

Hangar 2 $35,000.00 Total Gallons 300000 0

total $79,900.00 Rate 5.70$ 5.00$

Total Revenue 1,710,000$ 0

Managed Revenue Cost per gallon 4.70$ 4.70$

Terminal Ramp $54,600.00 Total Cost 1,410,000$ -$

Self Fueling $0.00

Tie Downs (35 @$125ea) $52,500.00 Fuel Flowage Cost 0.0819$

T hangars Rent $600,000.00

T hangar Office storage space $19,680.00

Fuel Sales (@$5.70 rate) $1,710,000.00

Service & supplies $10,000.00 Manager 150,000$

Sub Total $2,446,780.00 Asst Manager 100,000$

Total Revenue $2,526,680.00 PT 37,000$

PT 22,000$

Leased Expenses PT 22,000$

Terminal building $14,157.00 PT 22,000$

Hangar 1 $33,698.13 PT 22,000$

Hangar 2 $30,271.75 Totals 375,000$

Sub Total $78,126.88

Managed Expenses Large 700$

Terminal Ramp $21,600.00 Large 700$

Fuel Farm $11,700.00 Medium 500$

Tie Downs $20,100.00 Small 400$

T hangars Rent $480,000.00 Small 400$

T hangar Office storage space $15,744.00 Annual Total 32,400$

Fuel Flowage Fee ($.0819 city) $24,570.00 Occupancy Total 16,200$

Fuel Purchases ($4.70/gal) $1,410,000.00 Hangar 1 Side 13,700$

Service & supplies $6,000.00 Total Hangar1 29,900$

Insurance $40,000.00

Utilities $6,100.00

Auto & trucks $6,000.00

Salaries & wages $375,000.00

Self Fueling $0.00

Self Fueling Land and loan $0.00

Technology & website main $1,200.00

Telephone, internet, cable $2,000.00

Advertising & Marketing $10,000.00

Office supplies & expenses $2,500.00

Uniforms $2,000.00

Janitorial costs $2,400.00

Bank fees $500.00

Sales tax

Miscellaneous

Sub Total $2,437,414.00

total $2,515,540.88

Net income $11,139.12

Staffing Costs (includes benefits)

Hangar 1 Rents

Fuel Breakdown

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APPENDIX C: National Flightline LLC, Financial Information

National Flightline LLC has established an escrow account for investor deposits at Fifth Third Bank of St.

Petersburg. Further, National Flightline LLC has collected debentures from investors who have

committed to supporting the company. The total funding committed is approximately $150,000. Upon

selection of this proposal by the City, National Flightline LLC shall ensure that committed funds are

deposited in the established escrow account. A surety bond, as requested in the RFP, will be provided

to the City in advance of initial operations of the FBO. Below is a representative example of the

debenture commitments – see the provided printed copy.

REMOVED

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APPENDIX D: Subcontracted aircraft maintenance

National Flightline LLC has entered into initial discussions with two aircraft maintenance providers that

currently operate at AWA – see following pages for reference materials. Upon selection of this proposal

by the City, National Flightline LLC will evaluate the current operators against a set of criteria including

safety record, qualification of staff, repair capability, etc. Subcontract options will be presented to the

most qualified candidate company. Where applicable and appropriate, existing aircraft maintenance

operations employees will be considered for continued employment with the contracted maintenance

provider.

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June 6, 2012 Mr. Mike Psarakis Sr. Real Estate Coordinator City of St. Petersburg St. Petersburg, FL 33701 Dear Mr. Psarakis: Sky Way Aircraft, Inc , a Florida corporation since 1997, does aircraft maintenance as well as

aircraft sales and brokering. It has operated out of Albert Whitted Airport in St. Petersburg since 1998,

first operating out of the now demolished Hangar Three and presently occupying Hangar 3C, which it

leases directly from the city.

Sky Way performs maintenance, brokering and sales for single engine, multi engine, and turbine

aircraft.

Larry Peters, as president and owner, has over 50 years in the aviation industry. He retired from Piedmont/USAirways in 1995 with over 33 years as a lead A&P mechanic. He also holds his IA certificate. Larry is also a licensed multi-engine, commercial. instrument pilot with over 10,000 hours. Sky Way’s director of maintenance, John Dennis is an A&P, IA mechanic with over 50 years’ experience in the aviation industry, having operated his own maintenance facility in upstate New York for many years. Sky Way Aircraft is an established local business with many ties to the community. We feel we would serve the city well in working with National Flightline LLC as its partner performing the sales and maintenance function of the FBO. Sincerely,

Larry Peters (President)

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Larry W. Peters

Larry has over 50 years in the aviation industry, starting with 33 years with Piedmont

Airlines/USAirways as an A&P mechanic. Larry received several citations for his trouble-

shooting skills. Larry is also a licensed pilot, logging over 12,000.00 flight hrs. He holds his

Commercial, Single, multi, and instrument ratings. He operated a small freight company in the

70’s hauling Auto parts for Ford Motor Company. Larry also flew a Gulfstream G1 for L & N

Railroad as a co-pilot mechanic. After retiring in 1995, Larry spent several years as a Project

Manager for a Florida company building churches. Larry’s responsibility was to oversee the

projects from conception to completion. This included meeting with the churches’ building

committees, coordinating with the architects, to overseeing the building superintendents for

each project.

Larry’s love of aviation drew him back to that field in 1997 when he opened SkyWay Aircraft

Inc. at Albert Whitted airport in St. Petersburg, FL. Sky Way Aircraft does aircraft sales,

brokering and maintenance, ranging from Single Engines to Turbines and Jets.

Larry is active in his church, currently serving as the Chairman of the Trustee Committee.

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APPENDIX E: Subcontracted flight school operations

Upon selection of this proposal by the City, National Flightline LLC will produce an RFP and advertise to

regional flight school operators the opportunity to establish operations at AWA.

National Flightline LLC will subcontract Flight School Operations to a selected regional provider that is

capable of providing an aircraft fleet commensurate with or better than that currently available at AWA.

National Flightline LLC will contractually require that the third-party provider evaluate the current flight

school’s flight instructors against standard metrics (including ratings, currency, contracted rates, etc.)

and, where appropriate, offer employment and/or contracting options with the flight school.

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APPENDIX F: Self fueling - Physical Requirements

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APPENDIX G: National Flightline LLC, Board Members – Bios

National Flightline’s Board of Directors:

1. Michael Terlaak

2. Mark Swanson

3. Joseph Morgan

4. Kevin Wojtowicz

5. Robert Legters

6. Jim Mueller

7. Lawrence Langebrake

8. Neil Franckle – member at large

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Michael Terlaak With nearly twenty years of experience as a successful entrepreneur, Michael Terlaak has been instrumental in the creation, growth and development of several successful businesses throughout his career. Michael's early efforts were focused on the mortgage and finance industry, in which he founded and managed First Federal Home Loans. Michael later transitioned to the private investment sector at which time he became the Founder and Managing Director of Diversified Capital Partners, a private investment firm in Southern California focusing on taking mid-sized companies ($50-$500 million in revenues) to the next level of growth. Diversified Capital Partners acted as an intermediary to invest private funds in privately held companies by offering growth capital for expansion, acquisitions, and/or shareholder liquidity for owner, partner, and management-type buyouts. The company focused on the technology, information and manufacturing sectors. Most recently, and based on his interest in supporting science and technologies, he founded and is the CEO/Executive Director of the Nanotechnology Research Foundation (NRF), (www.nanotechnologyresearchfoundation.org), a 501(c)(3) volunteer-based, non-profit organization focusing on supporting the advancement of nanotechnologies. The NRF assists academia, educators, scientists, researchers and the private sector in communicating and collaborating, as well as bringing educational programs to the general public and particularly the youth. Michael Terlaak, through his very successful entrepreneurial career has developed a strong background in finance, management, marketing, and technology. Notwithstanding, his natural and strongest ability is in attracting and bringing people together for collaboration either for business or philanthropic efforts. For this reason, he now joins Adriana Petersen in partnership at NEXUSBioMed and looks forward to bringing his expertise and value to the executive search industry. Michael will be leading the NEXUSNanoTec efforts. His focus will be on assisting nanotechnology related start-ups, emerging organizations or any organization interested in growth, as well as the venture capitalist and private equity firms that support them. His goal is to create world-class teams that will ensure the success of those organizations and the rapid commercialization within this advanced science. Michael is involved in his community and supports many philanthropic efforts. He is a Member of Rotary International and has personally supported and volunteered with a variety of charities and causes including The Leukemia & Lymphoma Society ("Team In Training", "Light The Night" and "Man & Woman of the Year" campaigns), Helen Woodward Animal Center, American Red Cross, San Diego Blood Bank, American Cancer Society, Father Joe's Villages, amongst several others, including his own Nanotechnology Research Foundation.

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http://www.nanotechnologyresearchfoundation.org/


Mark Swanson

Mark has over 20 years management experience in technology related organizations. He has founded and served as President/CEO of two IT services companies, both of which were successfully acquired by larger companies. He has also served as executive vice president and chief technology officer for iXL, helping to take the company public in 1999. Mark has an MBA from the Georgia Institute of Technology. April 2009 – Present (3 years 3 months) Co-founder and CEO of Telovations Inc, a next-generation managed service provider pioneering the delivery of business communications in a Software-as-a-Service model. Nationwide presence with a Southeast focus. Fast 50 and Inc. 500 company. Managing Director, Lane Five Ventures, LLC, October 2001 – Present (10 years 9 months) Co-Founder of seed stage private equity firm that helps entrepreneurs turn good ideas into profitable businesses. We take a significant equity stakes and management roles in portfolio companies to help them achieve 20-100% growth rates and lead them to profitability or institutional funding. Portfolio companies include Bacchetta(Ongoing), Perk International(Sold), Cerebit(VC Funded), Highwall Technologies(Sold), Real Digital Media(Ongoing), Movo (Sold), Telovations (Ongoing). Founder and Chief Technology Officer, CEO AppGenesys, December 1999 – June 2001 (1 year 7 months) Co-founder of a leading Management Service Provider (MSP). Pioneered Cloud Computing before we knew what it was. Conceptualized, raised the capital, developed the business model, hired management team and lead initial sales efforts. Raised $40 million in cash and $10 million in service credits from leading Venture firms. President, IXL, New York, December 1998 – December 1999 (1 year 1 month) President and General Manager in one of the top five Internet Professional Services firms in the Industry. Full P&L responsibility for the largest business unit ($35mm annually) with over 300 employees and over a dozen million+ dollar clients. Responsible for managing the implementation of a full suite of technology services for Fortune 500 clients with a focus on improvement of quality of product, processes and people. Oversaw satellite office, including supporting international locations. Chief Technology Officer, IXL Inc., August 1997 – December 1998 (1 year 5 months) Reporting to CEO, responsible for the development of technical capabilities, formulating overall strategic direction, strategic alliances, research and development, product development and five lines of business. President, Swan Interactive Media, Inc. (Swan Media), June 1994 – August 1997 (3 years 3 months) Founded and lead one of the Southeast’s leading Internet professional services firms, growing company profitably for over three years. Developed over 300 Web sites and interactive multimedia programs, winning several industry awards. Clients included BellSouth, Carlson, Holiday Inn, Price Waterhouse, SunTrust, MCI and others. President, The Digital Image, July 1992 – July 1994 (2 years 1 month) Founded and lead imaging software company. Designed and delivered image database software for the real estate and retail industries. Army Officer, US Army, June 1983 – July 1992 (9 years 2 months)

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Served in a variety of assignments including: Systems Manager and Test Officer for the Army’s Apache Helicopter Program(Longbow); Military liaison to McDonell-Douglas Helicopter Company: Group Commander of two high-visibility aviation units, including being hand-selected by the Army to form and command the first activating AH-64 Apache Helicopter Unit; Assistant Operations Officer for a unit of 1300 personnel; Fire Direction Officer. Supervised organizations ranging in size from 36 to 90 people. Responsible for the deployment and maintenance of aircraft and equipment worth over $70 million.

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Joseph Morgan

Joseph Morgan, CRNA, CEO/President, [email protected]

Mr. Morgan has over 30 years’ experience in providing anesthesia management services. Mr. Morgan owned and operated Suncoast Anesthesia for 10 years prior to Merging with Summit in 1998. Prior to founding Suncoast, Mr. Morgan served as Chief Anesthetist for a Level One Trauma Center managing over 20 CRNA’s and has extensive military experience including serving as a member of a Rapid Response Surgical Team.

ANESTHESIA WORK HISTORY

1999-Present CEO, Summit Anesthesiology, Inc.

Responsible for operations including management of CRNA’s and Anesthesiologist,

recruitment, quality control and business development. Duties include providing

anesthesia management to clients and their patients, specializing in ambulatory anesthesia

for outpatient procedures at Surgery Centers throughout Florida.

1991 – 1999 CEO, Suncoast Anesthesia Services, PA

Responsible for providing CRNA coverage to hospitals, outpatient surgery centers and

physician practices. Duties include business development, quality control and

performing clinical anesthesia on a daily basis.

1989 – 1991 Locum Tenes Anesthesia

Provided clinical anesthesia on a daily basis for a number of hospitals throughout the

State of Florida.

1979 – 1989 Chief Anesthetist, Central Illinois Anesthesia

Performed duties as Chief Anesthetist for a level one trauma Center with over four

hundred beds and a staff of twenty Nurse Anesthetist and Anesthesiologist. Performed

clinical anesthesia on a daily basis for active open heart, vascular, neuro, trauma and

general surgical procedures.

MILITARY HISTORY

2005 --Present. President/CEO VETERANS OF MODERN WARFARE

2004------- Retired US Army

1991--2004 Major, US Army Reserves

Member NAAS, Rapid Response Surgical Team

1990 – 1991 Operation Desert Storm

Member Rapid Response Surgical Team, providing anesthesia for surgeries in Saudi

Arabia, Iraq, Kuwait and Turkey.

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1982 – 1990 900th MASH

Chief Nurse, responsible for approximately three hundred personnel.

Chief Anesthetist, responsible for fifteen Nurse Anesthetist

1968 – 1974 US Army

Active duty and reserves as enlisted Army Medic rank Sergeant.

EDUCATION

1977 – 1979 Wilkes-Barre General School of Anesthesia/John Hopkins School of Anesthesia, Wilkes-

Barre, PA.

1976 – 1977 John Hopkins University, Wilkes-Barre, PA.

1972 – 1974 Essex School of Nursing, Baltimore, MD.

1965 – 1968 Kenwood Sr. High School, Baltimore, MD.

LICENSES AND CERTIFICATIONS

• AANA 30790 • ARNP 1590512

• ACLS 2003 • BLS 2003

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Kevin Wojtowicz

Managing Partner & Surety Bond Specialist

NIELSON, WOJTOWICZ, NEU & ASSOCIATES

1126 Central Avenue, Suite 200

St. Petersburg, FL 33705

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E. James Mueller

Over the past 38 years, Mr. Mueller has traveled extensively throughout the world creating customer and client relationships with airlines, steamship companies, multi-national corporations, government agencies, logistic and freight forwarding companies, consultancies, and fixed base operators providing air cargo and cargo logistics operating and sales expertise within the transportation industry. Mr. Mueller possesses vast experience working with airlines though the world and developing operational strategies. Mr. Mueller strengths lie in negotiations focused on driving yield prosperous business, while always assessing related risk, into existing assets utilizing his experience and relationships in the worldwide cargo and logistics industry.

Mr. Mueller is the sole owner of Kitty Hawk LLC, a certified SVOSB (service related veteran owned business) based in St. Petersburg, Florida. Kitty Hawk is a consulting company which uses past experience and relationships to assist transportation and logistics companies in developing new or existing operations worldwide. Kitty Hawk is fully certified to do business with all agencies of the United States Government.

From 2001 to 2007 Mr. Mueller was a co-founder and shareholder of M2 Transport, a private non-asset 3&4PL firm specializing in Air and Surface logistic solutions caused by disconnects within the supply chain. M2 maintained a neutral position on both the purchase and sales platform(s) within the supply chain. M2’s primary customer base was comprised of domestic and international freight forwarders, expeditors, ocean steamship operators, airlines and trucking/ logistic companies. The firm was created in 2001 and within 4 years revenues exceeded $40 million dollars.

From 1992 to 2001, Mr. Mueller was the founder and principal of J.M. Associates, Inc., a private consulting firm which advised corporations in the efficient and effective transportation of raw materials and finished products through the supply chain distribution cycle, utilizing multi and intermodal structures to achieve required goals. Mr. Mueller also assisted cargo airlines (both FAR part 121 and part 135) and integrators in selection of cargo aircraft assets and how to best utilize these assets in markets which yield the highest possible returns. During this period, Mr. Mueller also served as a Member of the Board of Directors of a public corporation which traded in the aftermarket parts business (FLY). He was selected to be a member of its audit and compensation committees. Mr. Mueller also was on the board and directed a newly formed all cargo airline, North South Airlines.

From 1978 to 1991, Mr. Mueller served as President, founder and majority shareholder of Air Cargo Associates, Inc., an international air cargo brokerage company. Air Cargo Associates customers included integrators, express operators and multinational corporations. During his tenure, Mr. Mueller successfully setup international sales and operations networks and raised corporate revenues from founding to $58 million annually through cargo aircraft chartering and ACMI leasing activities. Among many, focused clients included UPS, Federal Express and Atlas Air.

From 1973 to 1978, Mr. Mueller was the North American Director of Atlantic Container Line’s (NYC) Air Cargo Division, where he was responsible for managing all aspects of international marketing and sales for this container steamship carrier. Mr. Mueller reported directly to the President and the Senior Vice President of Sales and Marketing and was responsible for all air and air to surface interchange sales and operations worldwide. The revenue grew during Mr. Mueller’s tenure to 68 million dollars.

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From 1968 to 1973, Mr. Mueller served as an Officer in the United States Army as a helicopter pilot and served as a medical evacuation pilot in Vietnam for the 101st Airborne Division where he was awarded; The Distinguished Flying Cross, multiple Bronze Stars with “V” device and numerous other honors.

Mr. Mueller holds a Bachelor of Science degree in Transportation Management from Parsons College. Mr. Mueller is a current licensed single and multi-engine commercial pilot in both rotor wing and fixed wing aircraft. Mr. Mueller resides with his wife of 39 years in St. Petersburg, Florida.

Mr. Mueller is a member of the Wings Club in New York City and a lifetime member of the Vietnam Helicopters Pilots Association of America.

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Robert Legters

Bob Legters is vice president of Loyalty Services with FIS. In this role, he is responsible for the strategy

and direction of the company’s rewards and enhancement products. Currently, his organization

supports more than 3,500 clients and 31 products. Bob’s team develops and deploys both Rewards and

Enhancement products targeted at enriching the client’s relationship with the consumer.

Bob’s career has been focused on the support and servicing of clients for more than 20 years. 17 of

those years were spent in leadership with groups from 5 to 200. During his 10-year career with FIS, Bob

has held lead roles in the company’s customer service, strategic planning and client services groups. Bob

has worked with teams in 3 countries and provided award winning results on behalf of FIS clients in the

UK. Prior to joining FIS, Bob worked with AAA Automobile Club and various privately held organizations

in the community market.

Bob attended St. Petersburg College majoring in business and resides in Ellenton Florida with his wife

Janice.

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Lawrence Langebrake

Larry Langebrake became the director of SRI St. Petersburg when it opened its doors in January 2007. Prior to SRI, Larry led the Center for Ocean Technology at the University of South Florida's College of Marine Science. Larry began work at USF in 1994 as a founding member of the Center. His efforts resulted in the creation of an engineering organization that became an internationally recognized leader in environmental sensors research and development. Larry's career includes 15 years in the aerospace industry working with organizations such as Goodyear, General Electric, AT&T, Lockheed Martin and several national laboratories. Larry is a registered professional engineer (PE) in the State of Florida and holds nearly a dozen patents covering technologies ranging from microsystems to high-efficiency energy storage devices. 2007 to present: Director, SRI St. Petersburg Leadership of a staff of over 60 professionals in development of: 1) specialized instrumentation for harsh-environment research; 2) advanced software for persistent surveillance, situational awareness and information sharing; 3) specialized technologies for training and education; and, 4) devices and systems for defense and homeland security. 1999 to 2007: Director, University of South Florida’s Center for Ocean Technology Leadership of a staff of over 80 engineers, scientists and students in development of marine sensors and related technologies for defense and environmental research applications. Activities included establishment of a microsystems fabrication laboratory for developing: 1) specialized materials; 2) specialized packaging; 3) new fabrication processes; and 4) new metrology techniques associated with microelectromechanical systems. Managed product development teams to create new technologies and products for commercialization including an in-situ underwater mass spectrometer. Led business development including proposal writing and execution to take the Center from $4M in annual research to over $15M. Recognized as the single top research grant recipient at the University of South Florida two years in a row. 1994 to 1999: Technical Director, University of South Florida’s Center for Ocean Technology Established the Center for Ocean Technology from the ground up hiring an initial 4 engineers in 1994 and growing the organization to over 40 by 1999. Over 50% of the research staff was at the PhD level. Led the staff in development of unique sensors for marine research and defense applications. Pioneered entirely new marine research technologies including use of liquid-core-waveguides for high-sensitivity chemical measurements, high-speed digital shadowgram imaging of micro-particles in the ocean, and autonomous platforms for unattended measurements in the water column. 1990 to 1994: Group Leader, General Electric Neutron Devices Department Led the Advanced Optics Development Group at GE Neutron Devices. Developed unique systems for application in nuclear weapons. Worked directly with researchers at Sandia, Las Alamos and Livermore National Labs in development of optical fiber, laser diode and specialized detector technologies. Developed test equipment for high-power semiconductor lasers and fiber coupling assemblies. Was recognized with “Instructor of the Year Award” in the GE Edison Engineering Program. 1985 to 1990: Sr. Development Engineer, GE Neutron Devices Department

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Designed, developed and built specialized testers for nuclear weapon components. Was recognized for significant contributions to the Sandia weapons safeing group for development of an ultra-high-efficiency DC to DC converter (light energy in, high voltage out). 1981 to 1985: Staff Engineer, Goodyear Atomic Corporation Lead technical staff of field technicians in the maintenance of high tech equipment used in uranium enrichment. Designed and developed specialized equipment for use in the processing of enriched uranium. Miscellaneous: Registered Professional Engineer, State of Florida; Board of Directors - St. Petersburg Downtown Partnership; Board of Advisors - Florida Orchestra; Presidents Council - Eckerd College; IFR Private Pilot, MSEE 1990 and PhD studies in Marine Science thru 1999.

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Neil Franckle – member at large

Dr. Cornelius S Franckle Jr, MD is a male with 34 years of medical experience and practices in Undersea

and Hyperbaric Medicine and Emergency Medicine.

1609 Pasadena Ave S Ste 1E

Saint Petersburg, FL

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APPENDIX H: Letters of support

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June 7, 2012 Mr. Mike Psarakis Sr. Real Estate Coordinator City of St Petersburg St Petersburg, FL 33701 Dear Mr. Psarakis, Sky Way Aircraft, Inc. has agreed to partner with National Flightline LLC to perform the Maintenance Services and Aircraft Sales and Brokering as proposed in the RFP for the FBO at Albert Whitted Airport. If National Flightline LLC is selected as the FBO, Sky Way Aircraft will enter negotiations to sub-lease the facility for maintenance. Sincerely,

Larry Peters (President) Sky Way Aircraft Inc.

Sky Way Aircraft Inc. 341 8th Ave S.E. Hangar 3C St Petersburg, Florida 33701 Office 727-895-5385

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APPENDIX I: Technical Management Consultant

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Deric S. Dymerski 825 Severn Avenue Tampa, Florida 33609 813-431-5996

[email protected] EDUCATION Embry-Riddle Aeronautical University Daytona Beach, FL B.S. Aviation Business Administration December 1990 EXPERIENCE Atlas Aviation Tampa, Inc. Tampa, FL President March 2004 – present Won RFP from Hillsborough County Aviation Authority for full-service FBO at Peter O. Knight Airport (TPF). Hosted AOPA Aviation Summit very successfully twice. Have developed and maintained a great reputation with HCAA, employees and all based and transient customers. Greatly enhanced FBO operations, flight school and maintenance. Atlas Aviation Merritt Island, Inc. Merritt Island, FL President April 2006 – May 2008 Purchased the assets of Island Aviation and started FBO operations at Merritt Island Airport. Immediate overhaul of all facilities, equipment, quality control and service. 25% immediate increase in fuel sales. Sold operation to an international flight school. Atlas Aviation, Inc. Lakeland, FL President July 2002 – present Founded corporation to build to develop FBOs and provide consulting services. Have consulted for several startup FBOs at various locations. Continue to negotiate for more Atlas FBO locations and provide aviation consulting. Landmark Aviation (formerly Piedmont Hawthorne) Winston-Salem, NC Regional Manager – SE Region March 1999 – September 2002 Responsible for total operational and financial control of eight FBOs in three states (four in Florida), totaling more than $20 million in revenues. Tasks included screening, hiring and training of management staff for each location, fiscal planning and annual budgeting, asset and human resource management, lease and contract negotiations with customers, vendors and landlords, quality assurance, regular site inspections, strategic planning for FBOs and airports, due diligence and pro-forma budgeting for new acquisitions or proposed locations, special project management (including Lakeland’s Sun ‘n Fun each year), etc. General Manager – Lakeland, FL January 1995 – March 1999

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Responsible for all day-to-day operations of FBO, including human resources, equipment, fuel farm, complete financial control, loss reduction and insurance claims, contract and lease negotiation, customer service, etc. Signature Flight Support West Palm Beach, FL Operations Supervisor/Airlines Supervisor February 1992 – January 1995 Promoted from Customer Service Representative after two months. Reported directly to GM for retail operations of busy FBO rated #1 chain in the country. Coordinated all operations from human resources to line and customer service supervision. Managed operations for many varieties of aircraft from light singles to heavy corporate jets. FBO was always on the Professional Pilot Top 20 in the country list. Managed all airline, cargo, charter and military operations. Recruited, trained and managed more than 200 ground handlers (UPS-certified ground handling and fueling trainer). PBI named “Gateway of the Year” by UPS Air Cargo Division, 1992.

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APPENDIX J: Phillips 66 World Fuel Program

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RECEIVED REAL ESTATE AND PROPERTY MANAGEMENT 6/8/2012 2:58 PM

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FBO RFP RESPONDENT:

The City of St. Petersburg has completed an initial review of your proposal for Fixed Based Operator (“FBO”) services at the Albert Whitted Airport. Based on this review the following are a list of questions for clarification specific to your proposal. Please provide accurate and detailed responses to each question. We are requesting that your responses be submitted via email to Mike Psarakis at [email protected].

ALL RESPONSES MUST BE SUBMITTED TO THE CITY NO LATER THAN 12 NOON ON TUESDAY JUNE 19, 2012.

RESPONDENT: NATIONAL FLIGHTLINE

QUESTIONS FOR CLARIFICATION

1.) The RFP requires complete disclosure of those having a financial interest in the FBO proposal. Section 2.3 (ii) of the National Flightline proposal specifies there is a larger group of “investors” that will be involved but are not listed within the proposal. Accordingly, please provide a listing of any/all parties having a financial interest. (The respondent can request specific information remain confidential provided it meets the requirements as specified in the May 31, 2012 RFP Question/Answer clarification. These requirements can be re‐reviewed at the RFP website under the “QUESTIONS and ANSWERS received” link).

2.) Please define the options for “after‐hours” services as stated in Section 2.4 (b.)(iii.) of the National Flightline proposal.

3.) Rates and Charges (Section 2.4 (f.)): National Flightline’s proposal only provided partial info on specific rates/fees. Please clarify the following:

a.) The fees listed appear to only be “daily” rates. Are there different rates for weekly and/or monthly parking? If so, what are they?

b.) Are the rates listed (and those updated from the response to 3(a.)) universal to anywhere on the airfield or are there different rates based on location (i.e. terminal ramp vs. parking areas on the southside of the airfield)? If so what are they?

c.) The proposal lists that specific parking fees “can be waived under certain conditions”. What are those conditions?

d.) Daily, weekly and/or monthly rates for Community Hangar storage

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4.) In Appendix B, under the “Managed Revenue”, it lists the number of tie‐downs as only 35. Why was only 35 accounted for as there are approximately 67 tie‐downs (excluding the terminal ramp) that the FBO will manage on the airfield?

5.) Section 2.4 (c.) and Appendix I lists a “Technical management consultant”. Please clarify the role and responsibility of this party within the company.

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19 June 2012

Proposal Supplement: Response to: “QUESTIONS FOR CLARIFICATION”

Fixed Base Operator Services at

Albert Whitted Airport

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Background: On June 15th, National Flightline LLC received an e-mail from Richard Lesniak, airport manager – City of St. Petersburg. The e-mail included an attachment which contained “Questions for Clarification” regarding the proposal submitted by National Flightline LLC in response to the City’s solicitation for “Fixed Base Operator Services at Albert Whitted Airport”. Questions from the referenced attachment are shown below in italics. National Flightline’s response to each question is presented immediately afterwards - non-italicized. The responses are due via e-mail no later than noon on Tuesday June 19th. Questions and Responses 1.) The RFP requires complete disclosure of those having a financial interest in the FBO proposal. Section 2.3 (ii) of the National Flightline proposal specifies there is a larger group of “investors” that will be involved but are not listed within the proposal. Accordingly, please provide a listing of any/all parties having a financial interest. (The respondent can request specific information remain confidential provided it meets the requirements as specified in the May 31, 2012 RFP Question/Answer clarification. These requirements can be re-reviewed at the RFP website under the “QUESTIONS and ANSWERS received” link). Note: National Flightline LLC hereby requests that the names of all National Flightline LLC investors remain confidential. Below is a list of all National Flightline LLC Investors.

Name Comment

Mark Edenhoch Independent Investor

Hugh Hazeltine Independent Investor

John Klinowski Independent Investor

Lawrence Langebrake Board Member

Robert Legters Board Member

William McMannus Independent Investor

Joseph Morgan Board Member

James Mueller Board Member

Paul Nicklaus Independent Investor

Jay Scattergood Independent Investor

Mark Swanson Board Member

Michael Terlaak Board Member

Chuck Wade Independent Investor

Kevin Wojtowicz Board Member

Total financial backing: $150,000

REMOVED

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2.) Please define the options for “after-hours” services as stated in Section 2.4 (b.)(iii.) of the National Flightline proposal. National Flightline LLC is committed to providing exceptional customer service. Line staff will be made available 24 hours per day for tow-in and tow-out services as well as other services such as fueling, parking, tie-down and emergency services. After-hours services, in general, will be handled through a reservation system; that is, pre-arranged during normal business hours. In cases where after-hours service is needed and a reservation has not been made (“on-call” services), an after-hours services phone number will be clearly posted at both the ramp-side terminal entrance and the main terminal entrance, as well as on the National Flightline LLC website. Pre-arranged after-hours services will involve fees based on the service requested as well as the aircraft type, e.g. service fees for larger aircraft are higher than services fees for smaller aircraft. On-call service rates will match pre-arranged service rates but requesters will incur an “on-call fee” per each occurrence. 3.) Rates and Charges (Section 2.4 (f.)): National Flightline’s proposal only provided partial info on specific rates/fees. Please clarify the following:

a.) The fees listed appear to only be “daily” rates. Are there different rates for weekly and/or monthly parking? If so, what are they? Note: National Flightline LLC concludes that the referenced proposal section is 2.4 (h.), not 2.4 (f.). The fees shown are notional, are for the terminal ramp area only, and apply only to transient parking up to one month – there are no weekly rates. Transients requiring parking in excess of one week may choose to have their aircraft parked in “community hangar” space (Hangar 1 or, if full, available T-hangar or available managed tie-down space) at a rate equivalent to that of regular airport tenants. Occupied space will be prorated on a daily basis, for example, an aircraft requesting 2 weeks and 3 days tie-down will be assessed a prorated amount of 17 days out of a 30-day month. National Flightline LLC’s marketing plan includes initiatives to attract general aviation to St. Petersburg for extended stays. Further, the Bay area is home to events of national interest, e.g. baseball, conventions, college sporting events, etc. The Albert Whitted Airport (AWA) FBO operations policies must be established in anticipation of such events, i.e. adequate ramp space must be maintained at all times. Thus, National Flightline LLC will promote, but not require, parking of aircraft remote to the terminal ramp for transients staying in excess of one week. National Flightline LLC will request, but not require, parking of aircraft remote to the terminal ramp for transients staying in excess of one month. Transients staying in excess of one week will be informed that should the terminal ramp be fully occupied, their aircraft will be moved to remote parking. b.) Are the rates listed (and those updated from the response to 3(a.)) universal to anywhere on the airfield or are there different rates based on location (i.e. terminal ramp vs. parking areas on the southside of the airfield)? If so what are they?

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As indicated in the response above, the rates shown are notional and are for the terminal ramp only. Should National Flightline LLC be selected as the awardee, National Flightline LLC will assess regional rates and apply commensurate rates, backed by financial basis for any differential, to ensure conformance to any/all applicable FAA guidelines – see section 2.4.c.iii.5 of the National Flightline LLC proposal. c.) The proposal lists that specific parking fees “can be waived under certain conditions”. What are those conditions? As part of the National Flightline LLC marketing plan, terminal ramp fees and/or overnight parking fees can be waived for: 1) fuel purchases; 2) patronizing “partner businesses” in St. Petersburg (akin to paid parking “validation”); or, 3) special medical needs, e.g. an aircraft delivering a patient of All Children’s Hospital. Other promotional packages may be created where fees are waived to promote additional traffic to AWA (St. Petersburg). d.) Daily, weekly and/or monthly rates for Community Hangar storage National Flightline LLC considers Hangar 1 the only “Community Hangar” space at AWA. Aircraft storage rates for use of Hangar 1 will notionally be 10% to 20% higher than commensurate rates for other long-term managed parking, e.g. for a single engine aircraft, storage in Hangar 1 will be 10% to 20% higher than that for an appropriate T-hangar. As with all rates at AWA, an independent assessment will be used to ensure that they are appropriate and comply with any/all applicable FAA guidelines. Daily or monthly rates will apply similarly to the structure for the terminal ramp, i.e. there are no weekly rates. 4.) In Appendix B, under the “Managed Revenue”, it lists the number of tie-downs as only 35. Why was only 35 accounted for as there are approximately 67 tie-downs (excluding the terminal ramp) that the FBO will manage on the airfield? Excluding the terminal ramp tie-downs, the following tie-downs are identified in the RFP:

a) 9 adjacent to Hangar 1 b) 6 adjacent to Hangar 2 c) 14 east of Hangar 2 d) 11 south east e) 4 adjacent to a newly-constructed hangar – taxiway “Charlie” f) 9 midfield - taxiway “Charlie” g) 14 east – taxiway “Charlie”

In Appendix B of National Flightline LLC’s proposal, the revenue from tie-downs listed in “a)” and “b)” above are included, respectively, in the revenue projections for Hangar 1 (from the flight school) and Hangar 2 (from maintenance operations). The 35 tie-downs referenced in Appendix B are comprised of “c)”, “d)”, “f”) and 1-each from “g)” (the current Civil Air Patrol space). The spaces identified in “e)” were not included as national Flightline LLC expects to implement self-fueling operations as soon as possible. The remaining 13 spaces from “g)” were not considered revenue-generating tie-downs as the spaces have historically been used as an aircraft “bone-yard”. National Flightline LLC recognizes a need to address the “bone-yard” tie-down area and, if selected as the awardee, will propose a clean-up and improvement plan for the City’s consideration.

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5.) Section 2.4 (c.) and Appendix I lists a “Technical management consultant”. Please clarify the role and responsibility of this party within the company. The National Flightline LLC Board of Directors (BOD) will hire an appropriately qualified general manager. However, to ensure optimal start-up operations in year-1, National Flightline LLC will retain a technical management consultant having experience in start-up operations of an FBO. The management consultant will be engaged as needed by both the BOD as well as the hired management staff to consult on matters pertaining to: 1) efficiency of operations; 2) establishment of standard operating procedures (SOPs); 3) safety training and safe operations; 4) regulations compliance; 5) insurance recommendations; 6) equipment recommendations; and, 7) other topics as deemed needed to ensure smooth transition of operations from the existing FBO. After the first year of operations, it is anticipated that the management consultant will not be retained, rather, consulted only on occasion (paid per consult) if a special need arises.

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