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HomeMy Public PortalAbout2019.10.03 AAC AgendaCity/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 1 Airport Advisory Committee AGENDA October 3, 2019, 12:00 PM American Legion Hall 1. Public Comment 2. Approval of minutes from September 5, 2019 Regular Meeting (Action Item) 3. Airport Advisory Committee Vacancy (Action Item) 4. Hangar 560 Flooding (Information Item) 5. Gem Air – Lease of Hangar 101 (Action Item) 6. Dew Aircraft – Ground Lease of Hangar 95 (Deinhard #1 Development) – (Action Item) 7. Airport Development Updates (Information Items) a. Triangle i. Ground Leases for Private Development ii. Development for City-Owned Hangars for Rent 8. Taxiway Relocation Update (Information Item) 9. Airport Master Plan Update (Information Item) 10. Pioneer Hangar Update (Information Item) 11. Three-month calendar review (Information Item) 12. Items for Future Committee Agenda Next regular meeting: November 7, 2019 City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 2 City of McCall – Airport Advisory Committee (AAC) Meeting Minutes September 5, 2019 12:00 PM American Legion Hall, 216 E. Park Street, McCall ID 83638 Members Present: Mike Weiss (Chair), Charles Jones, and Michael Noe Staff: Richard M. Stein, Airport Manager. Others Present: Kevin Bissel, T-O Engineers; Rick Patton, T-O Engineers; Judd DeVore; Mr. & Mrs. Naga; Gary Caseri and Cary Freeland. Mike Weiss, Chair, called the meeting to order at 12:00 p.m. Public comment: Mr. Naga (Hangar 560 owner) informed the AAC about the flooding issues in Hangar 560. Mr. Stein explained all the repairs that the airport has planned. Judd DeVore reported being contacted by Idaho Scientific seeking hangar space to relocate operations from Boise. Rick Stein noted that staff had already been contacted, and is currently researching the request. Approval of Minutes from July 11, 2019: The July 11, 2019 regular meeting minutes were presented for review and approval. Charles Jones moved to accept the minutes, Mike Weiss seconded the motion. All voted aye and the motion passed. AAC Seat Appointment: The AAC position held by Mike Weiss has expired. The position was advertised in the Star News for two weeks as required by City Code. Mike Weiss (incumbent), Gary Caseri and Cary Freeland have applied for the position. After discussion, Mike Weiss requested to hold on a vote to fill the vacancy, and asked staff to research the necessary steps to add 2 more positions to the Committee. Charles Jones made the motion to table a decision on an appointment, and to ask staff to report on the necessary steps to increase the Committee from 5 members to 7 members. Mike Weiss seconded the motion, all voted aye and the motion passed. Deinhard 1 Development: Rick Stein explained the current status of the project. The FAA has approved the CATEX. The area has been surveyed and is ready to move forward with seeking a lessor. Mike Weiss asked who the area would be leased to. Doug Dew of Dew Aircraft, Inc. has previously been confirmed by the Committee and City Council as the first organization for negotiations. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 3 Charles Jones made a motion to: 1) negotiate a ground lease with Doug Dew, and 2) bring the draft lease back to the Committee, then onto City Council, for a recommendation and approval (respectively). Mike Weiss seconded the motion, all voted aye and the motion was passed. Triangle Development: Rick Stein outlined the current status of the Triangle Development Area. The FAA still has some questions about the hangar layouts. Kevin Bissel of T-O Engineers has been requested to provide a cost sheet to design the hangar layout to the satisfaction of the FAA. Charles Jones made a motion to recommend to City Council to direct staff to: 1) notify interested parties on the hangar waiting list of the available property for lease, and 2) return to AAC for recommendation to City C with a lease agreement(s) for execution. Mike Weiss seconded the motion, all voted aye and the motion was passed. Deinhard 2 Development: Rick Stein presented a possible future lease area west of the airport’s ARFF gate off Deinhard. The property may not become available until after the taxiway relocation project is complete. Northwest Airport Development: Rick Stein presented a possible future lease area west of the airport and east of Helmich Street. The airport-owned property is a mostly greenfield site, with nearby utilities, close to Taxiway B. Currently, no lessors have shown interest in the property, but the airport will designate the property for future development. Taxiway Relocation Draft Schedule: Rick Stein presented the draft schedule to the Committee. The highlighted information included: 1) Bids in hand by April 22, 2) the project will be built in phases due to the construction season, 3) the start of construction is planned for August 2000 and 4) an expected completion of August 2021. Kevin Bissel of T-O Engineers answered questions from the Committee. Airport Master Plan Draft Schedule: Rick Stein presented the draft schedule to the Committee. The highlighted information included: 1) an expected start of June 2020, and 2) a completed report by Oct 2021. Rick Patton of T-O Engineers answered questions from the Committee. Future items for Commission Consideration: Mike Weiss requested staff to keep the Committee informed about the status of the Hangar 560 flooding. Rick Patton reported that he will return to the Committee to further explain the Airport Master Plan. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 4 Three-month calendar review: The following meetings were described: a. AAC i. October 3 ii. November 7 iii. December 5 b. Pioneer Hangar – Idaho State Historical Society i. Consideration meeting – September 28th in Boise c. FAA/Airport Managers Meeting – i. October 22-24 in Helena Motion to Adjourn: A motion to adjourn was made by Michael Noe, seconded by Mike Weiss. All voted in favor Date Signed: Attest: ____________________________ ______________________ Committee Chairperson, Airport Manager, Mike Weiss Richard M. Stein, AAE City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 5 Hangar 560 work completed (North left) Red = area regraded Green = shrubs removed Blue = problem area Black = berm added City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 6 Gem Air – Request for Purchase of Hangar 101 Email from Jo Schroder (Gem Air) to Richard Stein (Airport Manager) – Dated 09/25/19 Great, thanks for having that conversation and filling us in. Yes, we are very interested in pursuing the long term lease option. Let’s get that started. Let me know if/what you need from me in order to get started. We’ll do some research on local lease rates as well. One thing we’d like to keep in mind – we’ll still need parking, as we did this year. We can continue to use temporary fencing, as we did this year, but we’d also be very interested in coming to an agreement on moving the airport fence and gate permanently in order to have that parking available every summer without temporary fencing. With McCall’s cramped parking situation, would probably be a benefit no matter who was using the space! Thank you again for the response, we really appreciate it. Let me know if you need anything from me. Email from Richard Stein to Jo Schroder – Dated 09/25/19 Jo – Just concluded my meeting with Anette Spickard, the City Manager. I brought up Gem Air’s request to purchase Hangar 101 for their operations. Here’s what we discussed. City Policy is not to sell City-owned property. Also, if the City were to sell Hangar 101, we would have to follow Idaho State regulations concerning the disposal of property – which means that the City would have to declare the property excess to City needs and open the sale to competitive bidding. All in all – the best course of action would be for Gem Air to enter into a longer term lease agreement for Hangar 101. I can start this process right away if that is the course you desire. Just let me know what you’d like to do. Email from Jo Schroder – Gem Air – Dated 09/03/19 Hi Richard, My name is Jo Schroeder. I work with Gem Air. I think you’ve met my brother, David, this summer, but I haven’t had a chance to get over there yet. I’m copying him on this email. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 7 In any case, David mentioned that he talked to you about our interest in buying the space we’ve been leasing seasonally (336 Deinhard Lane). I thought I’d send over our initial idea, and ask for your input on what to do next. Basically, Gem Air would like to invest in the McCall Airport in order to secure permanent facilities, rather than leasing property on a seasonal basis. The Airport Advisory Council has also indicated that they’d prefer we do that. With that in mind, we would like to pursue the purchase the building we’ve been occupying seasonally for the last 5 summers, at 336 Deinhard Lane. Gem Air’s purchase of 336 Deinhard would be good for both Gem Air and the McCall Airport: • The airport would be able to sell one of the few existing commercial buildings on the airport to a commercial operator. • The Airport would begin receiving land lease funds from Gem Air, increasing airport revenue. • Gem Air would be able to plan on a consistent space in McCall, without having to negotiate a new lease every year. We’re also interested in the idea of moving the airport fence to allow for more parking (similar to how the temporary fencing is set up now) and would be completely happy to lease office space back to the airport, if you need it, and/or lease the snow equipment space, etc. Or not, if you don’t need it. So, that’s the basic idea. If the airport is open to the idea of purchase, the next step in our mind would be for us to get the property appraised in order to start working toward determining a purchase price. Does that make sense and sound like the right next step to you? Or am I missing something? And what is the general process if we want to move forward this? Should we submit the idea to the AAC right away? Or should we wait until we have an appraisal and an actual price to offer? Thanks for your input, and I look forward to meeting you! -- Jo Schroeder Gem Air, LLC gemairflights.com (208) 756-7382 City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 8 Hangar 101 Location (Deinhard is to the Left) City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 9 Dew Aircraft Ground Lease of Hangar 95 DRAFT FOR REVIEW ONLY Recording Requested By and When Recorded Return to: City Clerk City of McCall 216 East Park Street McCall, Idaho 83638 ________________________________________________________________________ For Recording Purposes Do Not Write Above This Line McCall MUNICIPAL AIRPORT COMMERCIAL LEASE This Lease is made _____________, _____ by and between the City of McCall, an Idaho municipal corporation (called "City" in the rest of this Lease) as Lessor, and Dew Aircraft, Inc. (called "Lessee" in the rest of this Lease), as Lessee, for and in consideration of the mutual promises, covenants, agreements and conditions in this Lease. This Lease consists of this "McCall Municipal Airport Tenant Lease" together with the: A. Legal Description, Exhibit "A;" B. Drawing of the Subject Property, Exhibit "B;" C. Special Additional Terms, if any, Exhibit "C.", D. Minimum Standards for Commercial Operations, Exhibit "D." E. Airport Rules and Regulations, Exhibit “E”, and F. Airport Rates and Fees, Exhibit “F”. Background 1. City is the owner in fee simple of the land described on Exhibit "A" and depicted on Exhibit "B" ("Subject Property"), and holds it for the use and benefit of the people of McCall and their guests as a part of the McCall Municipal Airport (referred to as "Airport" in the rest of this Lease); and Lessee desires to make use of the Subject Property exclusively and the Airport non-exclusively for aviation-related activities; 2. City maintains a fund, called the Airport Fund, in support of the mission of the Airport into City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 10 which reasonable rents must be deposited to support the operation of the Airport; and 3. Uses of the Airport must be compatible with the provision of safe air transportation, be compatible with aircraft ground activity, not devote Airport land to non-aviation-oriented activity and maintain an attractive appearance of the Airport. Agreements 4. Lease. City leases to Lessee, and Lessee leases from City, the property described within Exhibit "A," called "Subject Property" in the rest of this Lease, together with the right of ingress and egress as provided below in Paragraph 6, subject to and in accordance with the terms of this Lease. 5. Applicable Minimum Standards and Rules and Regulation. This lease is subject to the Minimum Standards for Commercial Operators (Minimum Standards), Exhibit “D” and Airport Rules and Regulations, Exhibit “E”, and any future revisions or amendments duly adopted by the City Council during the term of this lease or any extension or renewal thereof. 6. Use of Subject Property. A. The principal and predominant use of any building constructed or located on Subject Property shall be for aircraft storage and other aviation-oriented activities of the Lessee permitted pursuant to this paragraph, as may further be defined by the Federal Aviation Administration (FAA) and McCall Municipal Airport Rules and Regulations. No other uses of the property are allowed. Lessee is authorized also to make use of the Subject Property for incidental Airport-related activities. The City has the sole discretion to determine whether use of the Subject Property is reasonably related to incidental to Airport-related activities. Lessee owned non-aviation storage must be insignificant and not interfere with aircraft storage. B. When requested, Lessee shall, in writing, the Aircraft Registration Number, or “N” number of the aircraft currently stored in the hangar to the Airport Manager. C. If the leasehold is to be improved beyond its present condition, the placement of, and plans for improvements are subject to approval as provided below under Construction, and Lessee shall obtain that written approval from Lessor in addition to a building permit before commencing any construction. Such construction and any use shall comply with this Lease, and with McCall City Code. D. Lessee shall keep and maintain the leased premises in a neat and orderly manner, including keeping grass and weeds cut and buildings painted or maintained in a color approved by City in like fashion as provided in Paragraph 17, as well as concealing from City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 11 view temporary storage of, and then making lawful disposal of, debris, garbage and other waste material arising out of its occupancy. Under no circumstances shall Lessee permit junk, debris, inoperable or unlicensed vehicles or equipment, or other unsightly material, to be stored or otherwise on the Subject Property. The City has the sole discretion to determine what property is to be considered unsightly. E. Fuels and other flammable materials shall not be stored in hangars unless otherwise allowable under Airport Rules and Regulations, nor shall heating fuel lines be above ground unless attached to structure in accordance with the applicable building and safety codes. F. At no time may Lessee’s invitees be unaccompanied by Lessee or one of Lessee's officers or employees while at the Airport. Contractors of Lessee shall obtain the appropriate permission from the Airport Manager including any licenses, training, or permits required prior to accessing the airport. Lessee is specifically prohibited from fueling aircraft inside any hangar, and from engaging in the specific uses assigned to Fixed Base Operators, according to the specific use provisions of the City's standard form lease for Fixed Base Operators, available to Lessee for inspection at City Hall. G. Hangar use in violation of the aforementioned stipulations may result in an increase in lease fees and/or lease termination. H. The provisions of this Lease have been adopted to preclude granting of an exclusive right or franchise to conduct aeronautical activities in violation of Section 308(a) of the Federal Aviation Act of 1958 and subsequent amendments; to conform to Part 21 of the U.S. Department of Transportation Regulations; and to assure to all Lessees the availability of airport property on fair and reasonable terms and without unjust discrimination. I. Lessee shall not engage in any business or activity other than activities set forth herein. Activities for this lease includes Aircraft Maintenance, Aircraft Storage, Aircraft Parts Sales, and Office Space Rental. Fuel sales may be permitted in accordance with paragraph J below. J. If Lessee wishes to engage in activities not authorized by this Lease, or wishes not to begin, or to discontinue operations in any Category authorized above, Lessee shall seek a Lease amendment from the City for permission to do so. K. Lessee shall provide its own buildings, personnel, equipment, and other appurtenances or facilities necessary to carry out its obligations to authorized operations. L. Lessee shall determine its own fees, rates, and charges for services which shall be equally and fairly applied to all users of those services. M. Less shall maintain reasonable business hours and shall provide adequate staff to carry City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 12 out its obligations to the public. N. The rights granted under this Lease are non-exclusive and the City reserves the right to grant similar privileges to another operator or operators for provision of services. O. Prior to granting a modification of this Lease, the City may require an economic impact study from the Lessee outlining the need for fewer or additional services, deficiencies or surplusages of current services, and other as the City may specify. P. Lessee accepts the area of land leased as of sufficient size to accommodate all buildings, parking areas, snow storage area, and aircraft parking. Q. Hangar use violation of the aforementioned stipulations may result in an increase in lease fees and/or lease termination. 7. Parking. Automobiles may be parked inside the hangar while Lessee's aircraft is being operated or temporarily stored at another location. Vehicles may also be parked at a parking location off of aircraft movement areas as designated by the Airport Manager. Vehicles and aircraft may be stopped and stand for loading and unloading in front of the hangars. Unattended vehicles or aircraft not in an area designated for their use will be regarded as illegally parked and may be towed at the direction of the Airport Manager and sole expense of Lessee, or ticketed pursuant to the McCall City Code, or both. 8. Operations to be Lawful. Lessee and Lessee's improvements and use shall comply in all material respects with all applicable laws, ordinances, rules, and regulations of the United States, the State of Idaho, and the City of McCall, including those laws, rules, and regulations which may be lawfully promulgated by any of the same during the term of this Lease. Lessee shall further obey in all material respects any other lawful directions of the Airport Manager, even if Lessee wishes to appeal such directions. An appeal of any such direction shall be filed with the Airport Manager in writing by providing particularized claim(s) within ten (10) calendar days of the direction being appealed. The City shall respond in writing within 60 days from receipt of the written appeal. Lessee shall comply in all material respects with this Lease and all applicable other laws, ordinances, rules, and regulations; where requirements differ among these various sources, the laws, ordinances, rules, and regulations that are most compatible with safe air transportation shall be complied with; the interpretation of the Airport Manager in these regards made in good faith shall be conclusive. The City may enter into or on the Lessee's premises to conduct inspections to ensure lawful and safe use of the premises with twenty-four (24) hour written notice or without notice in emergency situations. 9. Subordination to Federal Funding and Emergency Requirements. This Lease is subordinate to the provisions of any existing or future agreement between City and the United States, relative to the operation or maintenance of the Airport, the execution of City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 13 which agreement has been or may be required as a condition precedent to the expenditure of Federal funds for the development of the Airport. This Lease shall be subordinate to the right of the City during the time of war or national emergency to lease the landing area or any part thereof to the United States Government for military or emergency use, and if any such lease is so made, the provisions of this Lease in conflict with the provisions of the lease to the Government, shall be suspended for the duration of the conflict or emergency. City of McCall covenants that Lessee, upon paying the rent and other sums when due hereunder and observing and keeping all terms, covenants, agreements, limitations and conditions hereof on the part of Lessee to be kept when provided herein and within any grace periods available under this Lease, shall have and may quietly enjoy the possession of the Subject Property together with the right of ingress and egress herein provided during the term hereof, without hindrance or molestation by City of McCall or anyone claiming by, through or under City of McCall, and City of McCall shall not authorize or consent to any hindrance or molestation of Lessee by others. 10. Compliance with Enforcement. Lessee shall comply with such enforcement procedures and orders as the United States might demand that the City follow or issue in order to comply with the City's assurances to the United States, and to enforce applicable federal, state, and local laws. 11. Nondiscrimination. Lessee shall use the premises in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary Part 21, Nondiscrimination in federally assisted programs of the Department of Transportation-Effectuation of Title IV of the Civil Rights Act of 1964, and as said regulations may be amended. Lessee, in its operations and uses of the Airport will not, on the grounds of race, creed, color, age, marital status, national origin or handicap discriminate or permit discrimination against any person or groups of persons in any manner. Noncompliance with these assurances shall constitute a breach of this Lease; and in the event of such noncompliance, City may take appropriate action to enforce compliance, may terminate this Lease, or seek judicial enforcement in each instance in accordance with the terms and procedures set forth in this Lease. 12. City's Reserved Rights. Subject to the provisions of this Lease, City specifically reserves the right: A. To develop, improve, or make any lawful use of the Airport premises as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance by Lessee; B. To maintain and keep in repair the Airport and all publicly owned facilities of the Airport, together with the right to direct and control activities of Lessee of the Subject Property to ensure compliance with all federal and local rules and regulations; C. To enter upon any lease premises at reasonable times for the purpose of making City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 14 inspections to determine compliance with these minimum standards, fire codes, building codes or any covenant or condition of any contract or lease, including this Lease; D. To take any action it considers necessary to protect the aerial approaches to the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on the Airport which, in the opinion of the City, would limit the usefulness of the Airport or constitute a hazard to aircraft or safety of flight; E. To temporarily close the Airport or any of the facilities thereon for maintenance, improvement, safety or other public benefits; and F. To devote exclusive use of the Airport to emergency aircraft operations, including, but not limited to, fire suppression activities and medical operations. 13. Term, and Renewal. The initial term of this lease shall be for 20 years commencing at 12:01 AM., on November 1, 2019 until 11:59 PM on October 31, 2039. This Lease may be renewed for up to two (2) additional ten (10) year terms for so long as the rent and other conditions of the Lease are faithfully adhered to, and subject to adjustment of rent provided herein. If Lessee determines they wish to renew this Lease, it shall give written notice of that fact during the last six months but not later than one month before the end of the lease term. 14. Rent. Rent shall be payable annually in advance on or about October 1 of each year, initially in the amount of $.30 cents per square foot, presently 19,404 square feet; initially this sum totals $5,821.20 per annum. The first year’s rent is due and payable in advance upon execution of this lease pro-rated to October 1. The rent will be adjusted annually effective October 1 and according the percentage increase of the Western Urban Consumer Price Index, (Bureau of Labor Statistics) for the twelve calendar months prior to and including the most recent month for which such Index is available. The City of McCall will use the following formula to compute the calculation for each year’s Rent increase: The Current Year's Rent = Last Year's Rent x (The Current CPI / Last Year's CPI) Example: The CPI for 1999 = 168.8 The CPI for 2000 = 173.1 Rent = $100.00 $102.55 = $100.00 x (173.1 / 168.8) Lease payment not made within 30 days of invoice date shall be considered delinquent and shall accrue additional rent equal to 18% per annum or 1.5% per month and if not paid in full including any interest within 60 days of the original invoice date the lease will City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 15 be considered in default and may be terminated for cause as per the process in paragraph 24 of this agreement. Rent shall be adjusted on the 10th anniversary, and if the options to renew are exercised, on the 20th and 30th anniversary to the then current new lease rate, but in no case less than the rate being paid as provided for with CPI adjustments as stated above. 15. Taxes, Assessments, Fees. Lessee shall, upon completion of construction of any Leasehold Improvements, enroll the Leasehold Improvements and taxable personal property on the tax rolls of Valley County. Lessee shall pay, before they become delinquent, all taxes, assessments and fees assessed or levied upon Lessee or the Subject Property or any interest therein, including, but not limited to buildings, structures, fixtures, equipment or other property installed or constructed on it. Lessee further agrees not to allow any such tax, assessment, or fee to become a lien against the Subject Property or any improvement on it. Nothing herein contained shall be deemed to prevent or prohibit the Lessee from contesting the validity or amount of any such tax assessment or fee in the timely manner authorized by law, but in no event may Lessee permit any such process to go to a foreclosure upon Subject Property or any interest in it or in any Leasehold Improvement. 16. Utilities and Services. Lessee shall order, obtain and pay for all utilities and services which Lessee causes to be supplied to the Subject Property, and shall pay all services and installation charges in connection therewith, including but not limited to electrical power, water, sewer, garbage, gas and telephone services, including water and sewer connection and service charges, in each case to the extent caused to be supplied or connected by the Lessee. For those parcels where sewer is not yet available, then at such time as Lessee makes connection to the sewer it will pay the then current connection charges and all monthly charges thereafter. City does not deliberately remove snow on any portion of Subject Property, nor from any apron area in front of Subject Property which is commonly primarily used by Lessee without collection of appropriate fees as determined by the Airport Manager and published within current and adopted Airport Rates and Fees. Lessee may, at its election, execute, arrange for, and/or pay for removal of snow from Subject Property and such apron area, and shall not place any such snow on any improved property of the Airport nor in any place obstructing pilot views of the aprons, runways and taxiways, or in any area where snow storage is otherwise in violation of Federal or local regulation, or in violation of directions of the Airport Manager. Lessee or contracted snow removal personnel, before beginning operations, must first obtain a permit for execution of snow removal activities on the Airport. Acceptance of this permit will constitute the permit holders acknowledgment that the Airport Manager has provided direction to the Lessee or contracted personnel regarding airport driving and snow removal policies and procedures. Private contractors that are identified removing snow on the Airport without a permit will be removed and prohibited from entering Airport property until a permit has been issued, and any cost incurred as a result of this action, if applicable, will be at City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 16 the expense of the Lessee who hired such contractor which charges if not paid within 30 days from invoice shall be considered additional rent and failure to pay the same shall be a default under the lease. 17. Construction. If lessee gains permission to install, erect, and construct Leasehold Improvements they shall be at Lessee's sole cost and expense and according to Drawings and Specifications and Schedules submitted to and approved by City prior to commencement of construction. Private hangars shall be constructed according to the aesthetic design standards of the City; thus color, shape, architectural features, and other aesthetic issues may be controlled by the City. Drawings approved by the City must accurately depict and describe all proposed Leasehold Improvements. All construction on the airport will materially conform to the City's current Airport Master Plan as approved by the Federal Aviation Administration. All Drawings and Specifications must materially conform to the Building, Fire, and Fire Protection Codes and Regulations in effect in McCall, including but not limited to those set out in the McCall City Code. No Drawings and Specifications shall be submitted for a building permit as required by the McCall City Code, until the same have been reviewed and approved in writing for Airport purposes by the Airport Manager, who shall first seek the advice of the Airport Advisory Committee and approvals by applicable Federal agencies. Airport Manager approved Drawings and Specifications shall be placed on file with the City Building Inspector long enough for such Building Inspector to determine that the Drawings submitted to the Building Inspector are the same as those approved by the Airport Manager. Lessee shall make substantial progress toward construction of the buildings and physical facilities anticipated by the Lessee within twelve (12) calendar months after execution of this Lease, or subsequent building approval by Lessor. “Execution of this lease” shall mean the date signed by the City. Completion and occupancy of the structures must occur within twenty-four (24) months after the date of execution of this Lease. Failure to achieve either substantial progress or completion shall constitute cause for the City to cancel this Lease in accordance with the terms hereof or to extend the completion dates for construction. 18. Construction Indemnification. Lessee shall at all times indemnify and save City harmless from all claims for labor or materials, and/or other construction liens, in connection with construction, repair, alteration, replacement, or installation of structures, improvements, equipment or facilities within the Subject Property, and from the cost of defending against such claims, including attorneys' fees. In the event a lien is imposed or purportedly imposed upon the Subject Property as a result of such construction, repair, alteration, or installation, Lessee shall procure and record a bond which frees the Subject Property from the claim of the lien and from any action brought to foreclose the lien. Should Lessee fail to procure and record said bond within thirty (30) days after filing of such a lien, this Lease shall be in default and shall be subject to immediate termination and possession by City in accordance with the terms hereof. 19. Ownership of Lessee’s Personal Property. Title to personal property placed on Subject Property by Lessee shall at all times during the term of this Lease or any extension of this City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 17 Lease remain in Lessee, and Lessee shall have the right at any time to remove any or all personal property of every kind and nature whatsoever which Lessee may have placed, brought and/or installed upon the Subject Property. Lessee shall have said right to remove same at any time provided, that, upon any such removal of fixtures, Lessee shall repair, at his own expense, any material damage resulting therefrom and leave the Subject Property in a clean and neat condition. Lessee shall remove all personal property within 30 days of the end of this Lease or of any renewal of this Lease, or within 30 days after the termination of this Lease for any reason. Personal property, including fixtures, left on Subject Property after such time, becomes the property of the City and may be disposed of by the City as allowed by law. 20. Leasehold Improvements. In this Lease the term "Leasehold Improvements” means all buildings (including but not limited to hangars) and/or improvements, whether or not permanently attached or affixed to the Subject Property, placed and/or built and/or constructed on the Subject Property during the term of this Lease by the Lessee, or placed thereon by Lessee from a prior lessee who had the right to sell them to Lessee. At all times during the lease term, ownership of Leasehold Improvements remains with the Lessee, and Lessee shall have the right to remove and sell any and all such Leasehold Improvements, subject to the terms of this Lease. Subject to the provisions of paragraph 28 hereof, upon expiration or termination of this Lease or any renewal thereof, Leasehold Improvements shall become the property of the City unless the Lessee, not more than fifteen (15) days after expiration or termination of this Lease, provides written notice to City that Lessee intends to remove such Leasehold Improvements within ninety (90) days of expiration or termination. Such notice shall indicate whether Lessee intends to remove a building by demolition, and City may in the discretion of the Airport Manager direct that the building and such fixtures on Subject Property not be removed. Should the Lessee require a longer time to remove Leasehold Improvements, it shall request a specific amount of additional time in writing from the Airport Manager. Such an extension shall not be unreasonably withheld, although City may condition such extension upon the furnishing of collateral for the promise to remove in the form of a bond, cash escrow, or other arrangement acceptable to the Airport Manager and the City Attorney. All Leasehold Improvements not removed pursuant to the terms of this Lease become the sole property of the City. 21. Leasehold Mortgages and Liens. Lessee shall not place a mortgage, Deed of Trust, or other Lien on the hangar or other personal property placed on the leasehold property without the prior written consent of Lessor and any such liens shall always be junior to the Lessor’s interest in the property. The lien holder shall be notified of any defaults of the lessee by the Lessor, and the lien holder shall have the right to correct any default including, but not limited to late or non-payment of lease fees. Should lessee fail or lien holder fail to correct defaults, then the lease will be terminated without recourse to either lien holder or lessee. 22. Repairs. Lessee shall repair damages (excluding normal wear and tear) to the Airport City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 18 and/or the Subject Property which damages are the result of the Lessee's actions or the actions of any invitee of Lessee making use of Subject Property. Repairs shall be completed within thirty (30) days of the date any such damage is incurred. In the event that Lessee cannot reasonably repair such damage within thirty (30) days, Lessee shall provide prior written notice and permission to the City from the Airport Manager. Such an extension shall not be unreasonably withheld, although the City may condition such extension upon the furnishing of collateral for the promise to repair in the form of a bond, cash escrow, or other arrangement acceptable to the Airport Manager. 23. Indemnity. Lessee agrees to indemnify and hold harmless the City during the term of this Lease from any and all losses, actions or judgments for damages from any and all claims made by a third party against the City arising out of the negligence or other acts of the Lessee or Lessee's invitees in their use of the Subject Property. City agrees to indemnify and hold harmless the Lessee during the term of this Lease from any and all losses, actions or judgments for damages from any and all claims made by a third party against the Lessee arising out of the negligence or other acts of the City or City's invitees, agents, employees or instrumentality in their use of the Subject Property. 24. Insurance. Lessee shall carry at all times during the term of this Lease fire and extended insurance coverage, including also against water damage as an indirect result of fire, and including a provision for debris cleanup, in an amount not less than ninety percent (90%) of the full replacement value of Leasehold Improvements and such further insurance as follows: A. Public liability insurance coverage for a total amount of not less than $1,000,000 Combined Single Limit for bodily injury and property damage. A current certificate of insurance evidencing compliance and naming City as an "Additional Insured" shall be maintained with the City at all times during the term of lease. The limits of insurance shall not be deemed a limitation of Lessee's covenants to indemnify or hold harmless City as set forth above; and B. Public liability insurance on all aircraft owned, leased or controlled by Lessee with a Combined Single Limit for a total amount of not less than $1,000,000 subject to availability of such coverage in the marketplace at regular premium rates. Subject to the preceding sentence, these minimum limits may be increased by State law or the City during the term of this Lease or upon any renewal of this Lease. Each policy of insurance shall contain the full substance of the following clause: "It is agreed that this policy shall not be canceled nor the coverage reduced until thirty (30) days after the City of McCall shall have received written notice of such cancellation or reduction. The notice shall be sent by certified or registered mail and shall be deemed effective the date delivered to the City of McCall, as evidenced by a properly validated return receipt." 25. Termination by Lessor for Cause. Should the Lessee fail to comply with any material obligation in this Lease, the City may terminate this Lease with sixty (60) days prior written City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 19 notice subject to the terms of this Lease and the Lessee's right to cure such failure as herein provided. Any breach of the terms of this Lease must be cured within that sixty (60) day period or the Lease is deemed terminated and the City takes possession of the Subject Property and improvements as described herein and as allowed by law; or if the failure could only be reasonably remedied in a period of time exceeding sixty (60) days, failure within such sixty (60) days to undertake reasonable steps to begin such cure or failure thereafter diligently to pursue the cure to completion within a reasonable time. City shall provide written notice to Lessee of City's intent to terminate, and this Lease shall terminate as of the date or upon the lapse of time as above provided, as the case may be. 26. Termination by Lessee for Cause. This Lease may be terminated by Lessee as follows: A. The permanent abandonment of the Airport as a public and/or general and/or commercial air facility and/or as a facility in substantially the present or larger size and/or substantially the present or more extensive use. B. The assumption by the United States Government, or by any authorized agency of the United States, of this Lease, or of the operation, control or use of the Airport, or of any substantial part or parts of the Subject Property, in such a manner as substantially restrict Lessee from operating in a reasonable manner, for a period of more than 120 days. The use of the Airport by the United States Forest Service or, or like agency, during fire season shall not be considered a substantial restriction. C. Issuance by any Court of competent jurisdiction of any injunction in any way preventing or restraining the use of the Airport, and the remaining in force of such injunction for a period more than 120 days. D. Any other reason and/or cause which is beyond the reasonable control of Lessee which in any way substantially restricts the present type of use of the Airport for a period of more than 120 days. The use of the Airport by the United States Forest Service, or like agency, during fire season shall not be considered such a substantial restriction. E. The default by City in the performance of any covenant or agreement required in this Lease to be performed by City, and the failure of City to remedy such default for a period of 60 days after receipt from Lessee of written notice to remedy the same, or if the failure could only be reasonably remedied in a period of time exceeding 60 days, failure within such 60 days to undertake reasonable steps to begin such cure or failure thereafter diligently to pursue the cure to completion within a reasonable time. Lessee shall provide written notice to City of Lessee's intent to terminate, and this Lease shall terminate as of the date or upon the lapse of time as above provided, as the case may be. Rentals and fees due hereunder shall be payable only to the date of valid termination by Lessee, and all obligations of any kind or nature of Lessee under this Lease shall end upon such a valid termination. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 20 27. Holding Over. In the event Lessee holds over after the expiration of the Lease or of any renewal of this Lease, such holding over shall be deemed to be a tenancy from month to month subject to conditions established by the Airport Manager, including but not limited to, an increase in the rental rate. 28. Abandonment. If Lessee abandons the Subject Property (other than during winter months or other temporary periods when Lessee's officers and employees may have established residence other than in Valley County), is dispossessed by third parties by process of law or otherwise, the City may terminate this Lease on sixty (60) days advance written notice to Lessee; and Lessee shall not be entitled to the return of prepaid rent under this Lease. Any real or personal property belonging to Lessee and left on the Subject Property after sixty (60) days following notice of termination on grounds of abandonment or dispossession shall be deemed to have been transferred to City. City shall have the right to remove and dispose of such property without liability therefore to Lessee, or to dispose of it to any person claiming under Lessee, or may transfer it to a new lessee, or may simply dispose of it as solid waste; and City shall have no need to account therefore. 29. Right of First Refusal. Upon the expiration or involuntary termination of this Lease or of any renewal of this Lease, the City shall have the first right of refusal to purchase or accept transfer of Leasehold Improvements and may transfer this right of first refusal to a new lessee. Under such circumstances, Lessee, and any person proposing to sell or transfer such improvements by or through or under Lessee, shall first give notice to the City advising of the proposed sale or transfer, and its price and terms; and the City shall have thirty (30) days following receipt of such notice to evaluate and execute a decision regarding the proposal of sale or transfer, and its price and terms. If the City pursues acquisition of improvements, such sale or transfer shall be completed no later than ninety (90) days following receipt of initial notice from the Lessee. 30. Legal Proceedings. If any legal action or proceeding related to this Lease is begun by any party to this Lease, the prevailing party shall be entitled to recover its costs, damages, and expenses, including commercially reasonable attorney fees and witness and expert witness fees, incurred in prosecuting or defending the same, whether or not such action or proceeding is litigated or prosecuted to judgment. The prevailing party will be that party who was awarded judgment as a result of trial or arbitration, unless the dispute was only as to the amount of a claim conceded to exist, in which case the finder of fact shall determine the identity of the prevailing party. 31. Governing Law. This Lease is governed by the law of Idaho, and Valley County, Idaho is the proper venue. 32. Headings. The headings of paragraphs and articles of this Lease are provided as a guide to the reader, and shall not in any way affect the meaning or interpretation of this Lease. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 21 33. Time of the Essence. Time is of the essence with respect to the obligations of the parties under this Lease. 34. No Election of Default Remedies. In the event of any default under this Lease, the non- defaulting party shall be entitled to all rights, powers and remedies available at law or in equity, including, without limitation, specific performance, damages and equitable relief, and/or resort to any security. Any rights, powers and remedies stated in this Lease, or now or hereafter existing in law, at equity, by statute, or otherwise are cumulative and concurrent, and shall each be in addition to, and not in lieu of, all the others. The exercise or the beginning of the exercise or the forbearance of exercise by any party of any one or more of such rights, powers, and remedies shall not preclude the simultaneous or subsequent exercise by such party of any or all of such other rights, powers, and remedies. 35. No Waiver of Rights. The neglect of the City or the Lessee to enforce its rights, powers or remedies at any particular times or upon any particular occurrences shall not preclude resort to those rights, powers or remedies at any other time or with respect to any other occurrences. Any waiver of any right, power, or remedy must be done in a writing executed by the party to be charged with such waiver, and executed with no fewer or different formalities and approvals than were attendant upon execution of this Lease. Any waiver of a breach of a covenant, term, or condition of this Lease shall not be deemed a waiver of any other breach of the same or any other covenant, term or condition of this Lease. Acceptance of overdue performance of a covenant, term, or condition of this Lease shall not constitute a waiver of the breach existing prior to the performance, unless so agreed in writing by the recipient of the performance. 36. Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, terrorist acts, acts of war, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental restrictions, governmental regulations, government controls, enemy or hostile government action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform, shall excuse the performance by such party for a period equal to any such prevention, delay or stoppage; provided, however, that this clause shall not bar resort by City to any security applicable to the furnishing of such performance under circumstances in which City acting to obtain alternative performance would not be subject to such force majeure. The term "governmental restrictions, governmental regulations, government controls, ... [and] hostile government action" shall not be construed to have any reference to City enforcing this Lease or any other agreement between the City and any other party, nor the City enforcing the City Code or other applicable law, nor any other government enforcing an agreement with a party or the conditions on the issuance of its permit(s) issued to a party. 37. Counterpart Execution. This Lease may be executed in any number of counterparts. No single counterpart need be signed by all parties to this Lease; so long as each party hereto has executed at least one such counterpart, this Lease shall be considered fully executed. Each such counterpart shall be deemed to be an original instrument; and all such City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 22 counterparts together shall constitute but one agreement. Facsimile signatures are deemed to have the same legal weight as original signatures. 38. Burden and Benefit; Assignment. This Lease shall bind and insure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns. Lessee shall neither assign this Lease, nor sublet or rent all or any part of Subject Property, without the written consent of the City, which consent shall not be unreasonably withheld. Assignment of leasehold interest shall not cause the lease rate to change except as otherwise provided in this Lease. 39. Integration. All exhibits and other attachments, if any, to this Lease are a part of this Lease, as if set out again in this Lease. This Lease constitutes the entire Lease between and among the parties as to the matter set out in it, and all prior negotiations and discussions, memoranda, correspondence, and communications are merged into and extinguished by this Lease; provided, however, that nothing in this Lease shall be held to merge into this Lease any other written document described in this Lease, nor any Subdivision or Development Agreement among any of the parties, unless this Lease expressly identifies such other written document or agreement and states that this Lease supersedes such other document or agreement. 40. Counsel and Interpretation. All parties to this Lease have been represented by legal counsel at all stages of the negotiations for and the preparation of this Lease, including during the proceedings relating to the approval and the conditions of approval of any project or development which approval or conditions gave rise to this Lease; accordingly, in all cases, the language of this Lease will be construed simply, according to its fair meaning, and not strictly for or against any party. 41. Notice. Notices between the parties may be made by personal delivery or by United States mail, postage pre-paid, registered or certified, with return receipt requested, or by telegram, facsimile transmission or mail-o-gram or by recognized courier delivery (e. g. Federal Express, UPS, DHL, etc.) addressed to the parties, as the case may be, at the address set forth below or at such other addresses as the parties may subsequently designate by written notice given in the manner provided in this section. The parties are required to provide any change of address to each other. Lessor: McCall Municipal Airport Attn: Airport Manager 216 E. Park St. McCall, ID 83638 Copy to: City of McCall Attn: City Manager City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 23 216 E. Park St. McCall, ID 83638 Lessee: Attn: Copy to: City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 24 PROPOSED LEASE AREA HANGAR 95 – DEW AVIATION, INC. City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 25 TRIANGLE DEVELOPMENT AREA (as shown on AMP) City/mccall/airport/public/AAC.Agendas/CY 2019/AAC Agenda Packet – Oct 3, 2019 26 TAXIWAY RELOCATION (DRAFT)