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Home My Public Portal AboutLease Amendment - McCall AviationLease Amendment THIS LEASE AMENDMENT, made and entered into this s —41 day of January, 2007, by and between the City of McCall, a municipal corporation of the State of Idaho. 216 East Park Street McCall, Idaho 83638, hereinafter called "Lessor" and McCall Aviation, Inc., an Idaho Corporation. 300 Deinhard Lane, McCall, Idaho 83638 as "Lessee," WITNESSETH: WHEREAS, under date of May 21, 2002, the Lessor herein made and entered into a certain Lease Agreement for FBO 1 (herein called the Lease) involving lands at the McCall Municipal Airport, McCall, Idaho. Wherein McCall Aviation, Inc. is Lessee. WHEREAS, Lessee has requested a lease amendment adding 64,659 square feet of land which is contiguous to said lease, with a proposed use as a commercial hangar with an attached office wing and a paved parking lot. WHEREAS, the Airport Advisory Committee recommended approval of requested lease amendment at its regular meeting of 9 November 2006. WHEREAS, McCall City Council approved said lease amendment at its regular City council meeting on December 14, 2006 under Agenda Bill AB 06-241. WHEREAS, Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," and section fourteen (14) of said lease, will to be amended to reflect this addition of land. And enter into new Legal Description, Exhibit "A," and the drawing of the subject's property, Exhibit "B," and recalculate section fourteen (14) "RENT" of the lease agreement. NOW THEREFORE, in consideration of said above amendment, with mutual covenants and agreements herein set forth the parties hereto agree as follows: 1. That existing Legal Description, Exhibit "A," and the drawing of the subject's property, Exhibit "B," be removed from the lease agreement. 2. That the new mutually agreed upon, Legal Description, Exhibit "A," dated Decerber 21, 2006 containing 3.054 acres M/L, titled Lease Property Description for FBO 1, and the drawing of the subjects property, Exhibit "B," titled Lease Boundary FBO 1 McCall Aviation Inc. dated December 2006, Lease amendment pagel 01/05/07 both prepared by Droulard Land Surveying, be inserted in the lease agreement. 3. Recalculate section Fourteen (14) "RENT" to correlate with the new agreed upon Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," 4. Except as herein provided, in all other respects the terms and conditions of the lease dated May 21, 2002, shall be and remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment to Lease Agreement as of the day and year first above written. CITY OF MCCALL, IDAHO Mayor, William A. Robertson Attest: f!' Cit' Clerk, Joanne ork II Aviation, Inc. Daniel R. Scott, President Attest: /)t/l,�5 Lease amendment page2 01/05/07 Recalculate section Fourteen (14) "RENT" to correlate with the new agreed upon Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit 14. Rent. Rent shall be payable annually in advance on October 1 of each year. As of October 1, 2006, rent shall be payable in the amount of $0.110 cents per square foot for bare ground, presently 56,178 square feet, plus $0.224 cents for land covered by above- ground Leasehold Improvements, presently 12,190 square feet; for October 1, 2006 this sum totals $8,893.94 per annum. Upon the execution of this Lease Amendment, the total leasehold square footage will increase to 133,027 square feet with 120,997 square feet of bare ground and 12,030 square feet of land covered by above -ground Leasehold Improvements. This is an increase of 64,819 square feet of bare ground and a decrease of 160 square feet of land covered by above -ground Leasehold Improvements. For the nine months from January through September 2007 an additional pro -rated pre -paid rent payment of $5,311.73 will be paid. This additional rent is due and payable upon execution of this Lease Amendment. City Council Resolution 10-90 as the same may be amended or replaced from time to time, governs rental rates and rate adjustments; the current version is attached as Exhibit E. The rent will be adjusted annually effective October 1 according to the percentage increase of the 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 2001 = 173.1 Rent = $100.00 $102.55 = $100.00 x (173.1 / 168.8) Prior to or at the same time as issuance of a building permit, and annually thereafter, pro -rated rent for covered land shall be paid with respect to the land to be covered by above -ground Leasehold Improvements with respect to which the permit is issued. Lease amendment page3 01/05/07 Exhibit A DROULARD LAND SURVEYING JOEL W. DROULARD' Professional Land Surveyor POST OFFICE BOX 69 McCALL, IDAHO 83638 TELEPHONE 208-634-7398 ♦ FACSIMILE 208-634-1051 E-MAIL DROUJ©FRONTIERNET.NET December21, 2006 LEASE PROPERTY DESCRIPTION FOR FBO 1 3.054 ACRE PARCEL A parcel of land situate in the NE% of the SW/. of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho, more particularly described as follows: Commencing at a brass cap marking the Center % Comer of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho; thence, N. 89° 47' 44" W., 411.57 feet along the north boundary of said NE% SW/; thence, S. 00° 12' 16" W., 52.83 feet to the south boundary of Deinhard Lane, the REAL POINT OF BEGINNING: Thence, S. 89° 47' 44" E., 37.32 feet, Thence, S. 16° 46' 11" E., 23.18 feet, Thence, S. 89° 4T 44" E., 33.00 feet, Thence, S. 57° 01' 36" E., 109.00 feet, Thence, S. 16° 46' 11" E., 247.78 feet, Thence, S. 73° 13' 49" W., 78.22 feet, Thence, S. 42° 49' 09" W., 72.57 feet, Thence, N. 47° 19' 44" W., 23.24 feet, Thence, S. 42° 49' 09" W., 51.91 feet, Thence. N. 47° 19' 44" W., 75,82 feet, Thence, N. 46° 31' 33" W., 166.42 feet, Thence, S. 43° 28' 27" W., 116.07 feet, Thence, N. 68° 59' 00" W., 22.55 feet, Thence, N. 00° 11' 34" E., 328.14 feet to the south boundary of Deinhard Lane, Thence, S. 89° 47' 44" E., 212.97 feet to the Point of Beginning, containing 3.054 acres, more or less. Bearings based on the Record of Survey Plat filed as Instrument Number 202221 at Valley County, Idaho. MCCALL CITY COUNCIL AGENDA BILL Number AB 06- 241 Meeting Date December 14, 2006 SUBJECT: Amendment to current land lease between McCall Aviation, Inc., and the City of McCall COST IMPACT: Revenue increase for the first year of approximately $7,606.00 FUNDING SOURCE: N/A TIMELINE: ASAP SUMMARY STATEMENT: 216 East Park Street MCCaII, ID 83638 AGENDA ITEM INFORMATION Approvals: Department/ Initials Remarks Committee/Individual (Originator/ Support) Mayor / Council City Manager Community Development Treasurer Clerk Police Department Public Works Golf Operations Parks & Recreation Airport Library City Attorney Grant Coordinator Other: Support Originator McCaII Aviation is requesting an amendment to their existing lease for an expansion of 63,385 square feet. This additional land is necessary for a proposed commercial hangar of 120' x 120' with an attached 40' x 40' office wing and for the redesigned layout and paving of the parking lot. Please note attached documents. The format of the attached application answers the requirements in the McCall Airport Minimum Standards. This request was approved by the Airport Advisory Committee (AAC) during their regular meeting on the 9th of November, 2006. This project also has the consent of the planners of Mead & Hunt who are presently doing the airport master plan. RECOMMENDED ACTION: Approve the request by McCall Aviation to expand their current leasehold. CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE (this "Consent"), executed by the City of McCall, an Idaho municipality ("City of McCall') in favor of and for the benefit of Aviation Properties LLC, an Idaho limited liability company ("Aviation Properties") and McCall Aviation, Inc., an Idaho corporation ("McCall Aviation"). WITNESSETH: WHEREAS, McCall Aviation, as tenant, and the City of McCall, as landlord, are parties to that certain Fixed Base Operator Lease FBO 1 dated May 21, 2002, as amended (collectively, the "Lease"), whereby McCall Aviation leases from the City of McCall certain real property located at the McCall Municipal Airport, McCall., Idaho (thc "Premises') a copy of which Lease is attached hereto as Exhibit "A"; and WHEREAS, the City of McCall has been requested by McCall Aviation and Aviation Properties to memorialize its consent to the assignment of the Lease by McCall Aviation to Aviation Properties and the sublease of the Premises by McCall Aviation from Aviation Properties. NOW, THEREFORE, for the good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the City of McCall agrees as follows: 1. Effective Date. For purposes of this Consent, the term "Effective Date" shall mean September 13, 2007. 2. Consent. Effective as of the Effective Date, the City of McCall: (a) consents and agrees to the assignment of the Lease by McCall Aviation to Aviation Properties and the sublease of the Premises by McCall Aviation from Aviation Properties, (b) agrees to recognize and look solely to Aviation Properties as the tenant under the Lease and thereby establish direct privity of estate and privity of contract with Assignee, (c) confirms and agrees that the terms of the Lease, including the present rent payable under the Lease, shall remain as stated and currently in place and (c) releases Assignor from all obligations under the Lease. City of McCall: Agreed a Approved b By: By: Bill Robertson, Mayor City of McCall CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE -1- CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE (this "Consent"), executed by the City of McCall, an Idaho municipality ("City of McCall') in favor of and for the benefit of Aviation Properties LLC, an Idaho limited liability company ("Aviation Properties") and McCall Aviation, Inc., an Idaho corporation ("McCall Aviation"). WITNESSETH: WHEREAS, McCall Aviation, as tenant, and the City of McCall, as landlord, are parties to that certain Fixed Base Operator Lease FBO 1 dated May 21, 2002, as amended (collectively, the "Lease"), whereby McCall Aviation leases from the City of McCall certain real property located at the McCall Municipal Airport, McCall, Idaho (the "Premises') a copy of which Lease is attached hereto as Exhibit "A"; and WHEREAS, the City of McCall has been requested by McCall Aviation and Aviation Properties to memorialize its consent to the assignment of the Lease by McCall Aviation to Aviation Properties and the sublease of the Premises by McCall Aviation from Aviation Properties. NOW, THEREFORE, for the good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the City of McCall agrees as follows: 1. Effective Date. For purposes of this Consent, the term "Effective Date" shall mean September 13, 2007. 2. Consent. Effective as of the Effective Date, the City of McCall: (a) consents and agrees to the assignment of the Lease by McCall Aviation to Aviation Properties and the sublease of the Premises by McCall Aviation from Aviation Properties, (b) agrees to recognize and look solely to Aviation Properties as the tenant under the Lease and thereby establish direct privity of estate and privity of contract with Assignee, (c) confirms and agrees that the terms of the Lease, including the present rent payable under the Lease, shall remain as stated and currently in place and (c) releases Assignor from all obligations under the Lease. City of McCall: Agreed and Approved by: By: John Anderson, Airport Manager City of McCall By: Bill Robertson, l�layoorr City of McCall CONSENT TO ASSIGNMENT OF LEASE AND SUBLEASE -1- ASSIGNMENT AND ASSUMPTION OF LEASE ASSIGNMENT AND ASSUMPTION OF LEASE (this "Agreement"), entered into as of September 13, 2007, by and between McCall Aviation, Inc., an Idaho corporation ("Assignor") for the benefit of Aviation Properties LLC, an Idaho limited liability company, ("Assignee" ). Assignor and Assignee are referred to collectively herein as the "Parties." WITNESSETH: WHEREAS, Assignor, as tenant, and the City of McCall, as landlord, are parties to that certain Fixed Base Operator Lease FBO 1 dated May 21, 2002, as amended (collectively, the "Lease"), whereby Assignor leases from the City of McCall certain real property located at the McCall Municipal Airport, McCall, Idaho (the "Premises') a copy of which Lease is attached hereto as Exhibit "A"; and WHEREAS, the City of McCall has provided written consent to the assignment of the Lease as agreed to herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for the other valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Parties agree as follows: 1. Effective Date. For purposes of this Agreement, the term "Effective Date" shall mean September 13, 2007. 2. Assignment. Effective as of the Effective Date, Assignor hereby assigns, transfers and sets over unto Assignee all of Assignor's right, title and interest in, under and to the Lease. Assignor will deliver possession of the Premises to Assignee on the Effective Date. Assignee hereby accepts the foregoing assignment and hereby agrees to perform all of the terms and conditions of the Lease to be performed on the part of Assignor and assumes all of the liabilities and obligations of Assignor under the Lease, arising or accruing on or after the Effective Date, including, without limitation, liability for the payment of rent and for the due performance of all the terms, covenants and conditions of the tenant pursuant to the Lease. 3. Miscellaneous. (a) Headings. The section headings used herein are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. (c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. ASSIGNMENT AND ASSUMPTION OF LEASE -1- ASSIGNOR: McCall Aviation, Inc., an Idaho corporation Its: Prn,r ,,,.4 D ASSIGNEE: Aviation Properties LLC, an Idaho limited liability company By: Name: (3,1, ,S c� • Its: Me t k, ASSIGNMENT AND ASSUMPTION OF LEASE -2- McCALL ivMUNICIPAL AIRPORT Lease Amendment THIS LEASE AMENDMENT, made and entered into this 1Jil-day of December, 2002, by and between the City of McCall, a municipal corporation of the State of Idaho. 216 East park Street McCall, Idaho 83638, hereinafter called "Lessor" and McCall Aviation, Inc., an Idaho Corporation. P.O. Box 771 McCall, Idaho 83638 as "Lessee," WITNESSETH: WHEREAS, under date of May 21, 2002, the Lessor herein made and entered into a certain Lease Agreement (herein called the lease) involving lands at the McCall Municipal Airport, McCall, Idaho. Wherein McCall Aviation, Inc. is lessee. WHEREAS, Legal Description. Exhibit "A," and the drawing of the subjects property, Exhibit "B," and section fourteen (14) of said lease, would like to be amended by the Lessor. And enter into new Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," and recalculate section fourteen (14) "RENT" of the lease agreement. NOW THEREFORE, in consideration of said above amendment, with mutual covenants and agreements herein set forth the parties hereto agree as follows: 1. That exciting Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," be removed form the lease agreement. 2. That the new mutual agreed upon, Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," be inserted in the lease agreement. 3. Recalculate section Fourteen (14) "RENT" to correlate with the new agreed upon Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit ITB,11 4. Except as herein provided, in all other respects the terms and conditions of the lease dated May 21, 2002, shall be and remain in full force and effect. Lease amendment page 1 1 1 /25/02 336 E. Deinhard Ln, Hangar #101 • P.O. Box 986 • McCall, Idaho 83638 • (208) 634-1488 • FAX (208) 634-3038 McCALL MUNICIPAL AIRPORT IN WITHESS WHEREOF, the parties have executed this Amendment to Lease Agreement as of the day and year first above written. ,ems,.; ,�CA.L.4;1 O' • Aw S•9x e v: SEAL �0 1 am•Ago i % ,•0 Attest: City Clerk, Cathleen Koch AttAt: CotJ�E L4CLL Lease amendment page2 CITY 7 MCCALL, I AHO Mayor/Ralph Colton Airport Manager, Michael Becker 11 Avjatio Daniel R. Scott 1 1 /25/02 336 E. Deinhard Ln, Hangar #101 • P.O. Box 986 • McCall, Idaho 83638 • (208) 634-1488 • FAX (208) 634-3038 Recalculate section Fourteen (14) "RENT" to correlate with the new agreed upon Legal Description, Exhibit "A," and the drawing of the subjects property, Exhibit "B," 14. Rent. Rent shall be payable annually in advance on October 1 of each year, initially in the amount of 0.10 cents per square foot for bare ground, presently 16,037 square feet, plus 0.20 cents for land covered by above- ground Leasehold Improvements, presently 0 square feet; initially this sum totals $1603.70 per annum. The first year' s rent is due and payable in advance upon execution of this lease pro -rated to October 1. City Council Resolution 10-90 as the same may be amended or replaced from time to time, governs rental rates and rate adjustment; the current version is attached as Exhibit E. The rent will be adjusted annually effective October 1 and according the percentage increase of the 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 2001 = 173.1 Rent = $100.00 $102.55 = $100.00 x (173.1 / 168.8) Prior to or at the same time as issuance of a building permit, and annually thereafter, pro- rated rent for covered land shall be paid with respect to the land to be covered by above- ground Leasehold Improvements with respect to which the permit is issued. Lease amendment page3 11/25/02 EXHIBIT A DRO1JI4RD LAND SURVEYING JOEL W. DROULARD afisaaiele3saisa w coraOa(riciczO} POST OFFICE BOX 69 McCALL, IDAHO 83638 TELEPHONE 208-634-7398 • FACSIMILE 208-634-1051 E-MAIL DROUJ@CTCWEB.NET May 16, 2002 LEASE PROPERTY DESCRIPTION FOR FBO 1 FUEL FARM A parcel of land situate in the NE1% of the SW/4 of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho, more particularly described as follows: Commencing at a brass cap marking the Center % Comer of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho; thence, N. 89° 47' 44" W., 411.57 feet along the north boundary of said NE% SW/4; thence, S. 00° 12' 16" W., 123.52 feet to the north comer of FBO 1 as shown on that particular Record of Survey recorded as Instrument Number 202221 in the office of the Recorder of Valley County, Idaho; thence, S. 46° 31' 33" E., 208.71 feet; thence, S. 06° 12' 24" E., 128.04 feet; thence, S. 42° 49' 09" W., 32.57 feet to a % inch rebar, the REAL POINT OF BEGINNING: Thence, S. 47° 10' 51" E., Thence, S. 16° 20' 53" E_, Thence, S. 34° 41' 17" E., Thence, S. 42° 21' 27" W. Thence, N. 46° 46' 58" W. Thence, N. 42° 49' 09" E., Thence, S. 47° 19' 44" E., Thence, N. 42° 49' 09" E., less. 50.76 feet to a /2 inch rebar, 19.25 feet to a % inch rebar, 24.91 feet to a % inch rebar, , 135.61 feet, , 115.95 feet to a PK nail, 110.00 feet, 23.24 feet, 40.00 feet to the Point of Beginning, containing 0.368 acres, more or Bearings based on the Record of Survey Plat filed as Instrument Number 202791 at Valley County, Idaho. , 00 ti ,0 s7j, 0 ti �,9. �`L Aj'SO X7'' \ iO,0' 4 `Si ,. EXHIBIT B 1(1' �'�y l°�, S 16'20'53" E S 34'41'17" E ND S 47'38'33" E cP. // /< McCALL AIRPORT 25566,5 SQ. / \\ FUEL FARM 1, v6% FE36 2 \\ /? `SS96S�ti / ho' \v//h F Drawing Prepared by s• A // 90^' f/ �� Droulard Land Surveying 00.gL °`c // \I ,,ZO,� L.S� N P / 4/\ / sr6,�6 \ \�'sr/ 0 o- 4 Scale : 1 " = 40' November 2002 N 43' 13'02" 18.00' EXHIBIT E RESOLUTION NO. /D -90 A RESOLUTION ESTABLISHING LAND LEASE RENTAL RATES AND FUEL FLOWAGE FEES AND TIME OF PAYMENT THEREOF, AT THE McCALL MUNICIPAL AIRPORT, AND SETTING FORTH LANDING FEES AS SET BY CITY ORDINANCE; AND REPEALING RESOLUTION NO. 7-90 ADOPTED MAY 24, 1990. WHEREAS, the McCall Airport Advisory Committee has studied land lease rates and fuel flowage fees established for various municipal airports in the State of Idaho, and has recommended that the City adopt and establish the rates hereinafter set forth; and WHEREAS, the Mayor and Council deem it to be necessary and covenient for fixed base operators, airport tenants and the general public inquiring about fees and charges at the McCall Municipal Airport, to include in one document, all of such fees therefor the City ordinance establishing landing fees shall be included herein. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the City of McCall, Idaho, as follows: SECTION I. LAD LEASE RATES. A. Annual base rates for leases of land not cowered by buildings or structures and including paved areas are hereby set and established as follows: $00. 053 per square foot through 12/31/92 $00.075 per square foot effective 1/1/93 $00.10 per square foot effective 1/1/95 B. Annual base rates for leased land covered by buildings and structures are hereby established as follows: $00.073 per square foot through 6/30/90 $00.10 per square foot effective 1/1/90 $00.15 per square foot effective 1/1/93 $00.20 per square foot effective 1/1/95 C. General Conditions. The annual base rates above set forth shall be guaranteed for ten years from the date of lease, at the end of which time such base rate shall be adjusted to the then current annual base rate; thereafter at the end of each succeeding five Year period such annual base rate shall be ad- justed to the then current annual base rate, all as hereafter established by the Mayor and Council. The actual rental paid by lessee under such leases shall be the applicable base rate plus an annual upward adjustment at the end of each year for the succeeding year, based upon the Consumer Price Index , U.S. City Average, all Urban Consumers (1967=100), published by the U.S. Department of Labor Bureau of Labor Statistics. D. Time of Payment. All land lease rental fees shall be paid annually in advance. E. Commercial and large scale projects including more then an aircraft hangar. The Mayor and Council shall determine the term and rental to be paid on commercial and large scale projects on a case by case basis. SECTION II. FUEL FLOWAGE FEE. There is hereby imposed a fuel flowage fee on all aircraft fuels delivered to the McCall Municipal Airport in the amount of $00.04 per gallon, which fee shall be paid by all fixed base operators selling fuel on said airport. SECTION III. TIE -DOWN FEES. A. There is hereby imposed aircraft tie -down rental fees at the McCall Municipal Airport, which fees shall be in the amount hereinafter set forth opposite the type of area of tie -down: Hard -surfaced tie -down areas $15. 00 All other tie -down areas 7.50 Itinerant aircraft parking fees for overnight parking shall be $2.00 per night. B. All fees shall be paid in advance to the Airport Manager. Monthly fees paid in advance for six (6) months or more shall be reduced by ten percent (10%) . SECTION IV. LANDING FEES. Landing fees are fixed by Section 8-14-7 of the Village Code of McCall, Idaho, and are included herein for convenience of fixed base operators and airport tenants and the general public when inquiries are made concerning fees payable at the McCall Municipal Airport. Said code section provides as follows: A. There is hereby imposed on all owners and operators of commercial aircraft landing in the McCall Municipal Airport, landing fees as follows: Fifty cents ($.50) per thousand (1,000) pounds gross weight of each aircraft, with a minimum fee of three dollars ($3.00) per aircraft per landing. B. The Airport Manager shall collect such landing fees and remit them each week to the city clerk who shall credit such fees to the airport fund. C. This ordinance shall not apply to fixed base operators at the McCa11 Municipal Airport, flights by or for the United States Forest Service and student training flights. SECTION V. REPEALER. Resolution No. 7-90 adopted May 24, 1990, be, and the same is hereby repealed. Dated this 28th day of June, 1990. Attes City Clec MCCALL MUNICIPAL AIRPORT FIXED BASE OPERATOR LEASE FBO 1 FUEL FARM This Lease is made MQy cc k 12002 by and between the City of McCall, and Idaho municipal corporation (called "City" the rest of this Lease) as Lessor, and McCall Aviation, Inc. an Idaho Corporation (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 legal description, Exhibit "A;" a drawing of the Subject Property, Exhibit "B;" Special Additional Terms, if any, Exhibit "C," and Minimum Standards For Commercial Operations and Private Users, Exhibit "D." Background 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 (all of which Airport is called "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 an enterprise fund, the Airport Fund, in support of the mission of the Airport into 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 both as one of the "front doors" of McCall and as a land use adjacent to another of those "front doors." Agreements 4. Lease. City leases to Lessee, and Lessee leases from City, the property described on 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. 5. Use of Subiect Property. The permitted primary uses of the Subject Property are those within FBO Type activities as defined in the McCall Airport Minimum Standards; Lessee shall meet and conform to such Minimum Standards applicable to such FBO Type activities, as well as to those Airport rules and regulations applicable to all Airport tenants, as such Minimum Standards, rules, and regulations may be amended from time to time by the City Council. A. The placement of and plans for Leasehold Improvements are subject to approval as provided below under Construction, and Lessee shall obtain that approval before commencing any construction. Such construction and any use shall comply with this Lease, and with the McCall City Code, respecting building codes, zoning, and utilities, respectively. B. Lessee shall keep and maintain the leased premises in a neat and orderly manner, including keeping grass cut and buildings painted a color approved by City in like fashion as provided in paragraph 17, as well as concealing from view temporary storage of, and then making lawful disposal of, debris, garbage and other waste material arising out its occupancy on the Airport. Under no circumstances shall Lessee permit junk, debris, inoperable or unlicensed vehicles or equipment, or other unsightly material, to be stored on the Subject Property. C. Fuels and other flammable materials shall not be stored in hangers, nor shall heating fuel lines be above ground. D. Words not defined in the Lease shall be given the meaning ordinarily applied to such words as used in the context of airport management and operations. In this Lease "Fixed Base Operator" (FBO) means any person, firm partnership or corporation who is a lessee on the Airport undertaking a business to perform any of the services to the public, aviators, or aircraft appurtenances, set out in the remaining subparagraphs of the paragraph 5. E. 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. F. Lessee shall not engage in any business or activity other than activities within the applicable FBO Type as set forth herein. G. 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 shall seek a Lease amendment from the City for permission to do so. H. Lessee shall provide its own buildings, personnel, equipment and other appurtenances or facilities necessary to carry out its obligations to authorized operations. I. Lessee shall determine its own fees, rates, and charges for services which shall be equally and fairly applied to all users of those services. J. Lessee shall maintain reasonable business hours, and shall provide adequate staff to carry out its obligations to the public. K. 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 under any FBO Type. L. 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 surplusage of current services, and other as the City may specify. M. Lessee accepts the area of land leased as of sufficient size to accommodate all buildings, parking areas, snow storage area, and aircraft parking. 6. Uses in Common. Lessee shall have the nonexclusive right to use, in common with others, all Airport facilities and improvements of a public nature which are now, or may come to be provided, including, but not limited to, runways, taxiways, aprons, roadways, parking areas, and other common use facilities, provided such use is in accord with applicable law and regulations, for the takeoff, flying and landing of aircraft owned, leased, or rented by the Lessee, and its occasional invitees. 7. Parking. Automobiles may be parked inside the hangar while Lessee's aircraft is being operated, or at a parking area off of the aircraft ramps designated by the Airport Manager. No motor vehicles shall be parked in front of the hangar, or anywhere aircraft may be or come to be operating. 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, or ticketed pursuant to the McCall City Code, or both. 8. Operations to be Lawful. Lessee and Lessee's improvements and use shall comply 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 any other lawful directions of the Airport Manager identified in good faith by the Airport Manager as safety based, with Airport Manager in writing even if Lessee wishes to appeal such directions. An appeal of any such direction shall be filed. The notice to the City providing particularized claim within ten (10) calendar days of the event being appealed. The City shall respond within sixty (60) days from receipt of written appeal.. Lessee shall comply with this Lease and all applicable other laws, ordinances, rules, and regulations; where requirements differ among these various sources, the more stringent 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 insure lawful and safe use of the premises with twenty four (24) hour written notice or with out notice if an emergency exists. 9. Subordination to Federal Fundins and Emergency Requirements. The 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 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. 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. 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 noncompliance, City may take appropriate action to enforce compliance, may terminate this Lease, or seek judicial enforcement. 12. City's Reserved Rights. City specifically reserves the right: a. To develop, improve or make any Iwful use 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 all activities of Lessee in this regard; c. To enter upon any lease premises at reasonable times for the purpose of making inspections to determine compliance with these minimum standards, fire codes, building codes or any covenant or condition of any contract or 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; e. To close the Airport or any of the facilities thereon for maintenance, improvement or safety or other public use ; and f. To devote exclusive use of the Airport to emergency aircraft operations, including, but 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 A.M. on iPaAAa, 2002, until 11:59 P.M. on rA01 .2e2e: This Lease may be renewed for up to four (4), additional five (5) year terms for so long as the rent and other conditions of this Lease are faithfully adhered to, and subject to adjustment of rent prior to the commencement of each such term to meet the then current standards of the City. If Lessee determines that they wish to renew this Lease, it shall give notice of that fact during the last six months of the expiring term. 14. Rent. Rent shall be payable annually in advance on October 1 of each year, initially in the amount of .10 cents per square foot for bare ground, presently 11,331 square feet, plus .20 cents for land covered by above -ground Leasehold Improvements, presently 0 square feet; initially this sum totals $1.131.10 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 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. Prior to or at the same time as issuance of a building permit, and annually thereafter, pro -rated rent for covered land shall be paid with respect to the land to be covered by above- ground Leasehold improvements with respect to which the permit is issued. The City of McCall will use the following formula to compute the calculation for each years 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 2001 = 173.1 Rent = $100.00 $102.55 = $ 1 00.00 x (173.1 / 168.8) 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 construction 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 improvement on it. 16. Utilities and Services. Lessee shall order, obtain and pay for all utilities and services 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 those locations where sewer is not yet available, such charges shall nevertheless be paid both for hook-up and monthly, Lessee shall install a holding tank to Central District Health standards at Lessee's expense, City will provide for the pumping of such tank, Lessee will provide a stub out for subsequent connection to sewer, and City will provide physical sewer when and if available to the lot. 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. Lessee shall arrange for and 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. In the event the City elects to provide utilities or any other service to the Subject Property, Lessee agrees to pay for such services provided to said Subject Property, i.e., snow removal. 17. Construction. Installation, erection and construction of improvements 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 issues may be controlled by the City. Drawings must accurately depict and describe all improvements proposed. All construction on the airport will conform to the City's current Airport Master Plan as approved by the Federal Aviation Administration. All Drawings and Specifications must conform to the Building, Fire, and Fire Protection Codes and Regulations in effect in McCall, including but not limited to those set out in McCall City Code. No Drawings and Specifications shall be submitted for a building permit as required by 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 advise 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 calendar months after execution of this Lease. Completion and occupancy of the structures must occur within twenty- four 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 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. 19. Ownership of Tenant 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 Lease remain in Lessee, and Lessee shall have the right at any time to remove any or all personal property if 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 damage resulting therefrom and leave the Subject Property in a clean and neat condition. If not earlier removed, Lessee shall remove all personal property within 30 days of the end of this 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. Ownership of Leasehold Improvements. In this Lease the term "Leasehold Improvements" means all buildings (including but not limited to hangars) and/or improvements, whether or nor permanently attached or affixed to the Subject Property, including without limitation fixtures, which were placed and/or built and/or constructed on the Subject Property during the term of this Lease by the Lessee, or purchased 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 to sell any and all such Leasehold Improvements, subject to Lease limitations upon assignment of the Leasehold. Upon expiration or termination of this Lease or any renewal of it, Leasehold Improvements shall become the property of the City unless the Lessee nor more than 15 days after expiration or termination gives notice to City that Lessee intends to remove such Leasehold Improvements within 60 days of such termination, and in fact does so remove such Leasehold Improvements; such notice shall indicate whether Lessee intends to remove a building by demolition, and City may in the discretion of the Airport Manager elect to direct that the building and such fixtures in such building as are not removed for re -use elsewhere be left in place . 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. 21. Repairs. Lessee shall repair damage (excluding normal wear and tear) to the Airport 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 30 days of the date any such damage is incurred. In the event that Lessee cannot reasonably repair such damage within 30 days, Lessee shall give notice to City of that fact and request in such notice an extension of the 30 days 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. 22. Indemnity. Lessee agrees to indemnity and hold harmless the City during the term of this Lease from any and all loses, 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. Lessee, by giving this indemnification, does not waive any defenses or rights whatsoever that Lessee has or may have under law against third parties and/or City. City shall give prompt notice to Lessee upon City's learning of any claim being made which is covered by this indemnity, and Lessee shall have the right to defend and/or compromise such to the extent of Lessee's interest. 23. insurance. Lessee shall carry at all times during the term of this Lease: (a) 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; (b) public liability insurance coverage for a total amount not less than $500,000.00 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 (c) public liability insurance on all aircraft owned, leased or controlled by Lessee with a Combined Single Limit for total amount of not less than $1,000,000. These minimum limits may be increased by State law or City ordinance during the term of this Lease or of 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." 24. Termination by Lessor for Cause. Should the Lessee fail to comply with any obligation in this Lease, City may terminate this Lease: (a) in the case of a monetary default, namely a default in the payment of rent or other financial obligation, ten (10) days after the giving of notice of default, unless within such ten (10) days Lessee has cured such default; or (b) in the case of a non -monetary default, thirty days after written notice to Lessee, unless within such thirty (30) days Lessee has cured such default, or if such default could not be reasonably corrected within such thirty (30) days, Lessee has taken all reasonable steps to begin the cure and thereafter diligently pursues and completes cure within a reasonable time. and enter and reoccupy the Subject Property without further notice subject to Lessee's right to remove improvements a provided above. Lessee is not entitled to the return of prepaid rent under this Lease. 25. Termination by Lessee for Cause. This Lease may be terminated by Lessee without further cause upon or after the happening of any one or more of the following: (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 State 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 on the Airport, for a period of more than -120 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season , shall not be considered such 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 us of the Airport for a period of more than 120 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season , shall not be considered 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. (f) Lessee shall give 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. 26. Holding Over. In the event Lessee holds over after the expiration of this Lease of any renewal of this Lease, such holding over shall be deemed to be a tenancy from month to month under the terms, conditions established by the Airport Manager, including but not limited to, an increase in the rental rate. 27. Abandonment. If Lessee abandons the Subject Property or is dispossessed by third parties by process of law or otherwise, the City may terminate this Lease; 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 30 days after such 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 therefor 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 therefor. 28. Right of First Refusal. Upon the expiration or termination 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 City advising of the proposed sale or transfer, and its terms; and City shall have sixty days following receipt of such notice to complete a purchase or receive a transfer upon the identical terms. 29. 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 attorneys 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 City shall be entitled to such fees, if the prevailing party, notwithstanding the fact that the City Attorney is salaried. 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. 30. Governing Law. This Lease is governed by the law of Idaho, and Valley County, Idaho is the proper venue. 31. 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. 32. Time of Essence. Time is of the essence with respect to the obligation of the parties under this Lease. 33. 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, 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. 34. No Waiver of Rights. The neglect of any party to enforce the rights, powers or remedies at any particular rimes 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. 35. Force Maieure. Any prevention, delay or stoppage sue to strikes, lockouts, labor disputes. Acts of God, inability to obtain labor or materials or reasonable substitutes therefor, 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 maieure. 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. 36. 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 considered fully executed. Each such counterpart shall be deemed to be an original instrument; and all such counterparts together shall constitute but one agreement. Facsimile signatures are deemed to have the same legal weight as original signatures. 37. Burden and Benefit: Assignment. This Lease shall bind and inure 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; that consent will, however, be conditioned upon an increase of rents to the then current City published lease rates for the Airport. In the case of partial assignment or partial sublet or rent of less than half of the interior space, the rent shall be only with respect to the interior space in question and related exterior space, unless such assignment, sublet to rent is in the discretion of the Airport Manager determined to be de minimis and counter -productive to the City for the city to calculate, record, and remember. 38. 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. 39. 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. 40. 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: To City: City Clerk City of McCall 216 E. Park Street PO Box 986 McCall, ID 83638-0986 208/634-7142 208/634-3038 (facsimile) To Lessee: McCall Aviation, Inc 300 Deinhard Ln. P.O. Box 771 McCall, Id 83638 208-634-7137 208-634-3914 Dated: mai at, 2_00 �— ATTEST: deu City Clerk, Cathleen och State of Idaho ) ss. County of Valley With a copy to: #•• EN L •• ..C.q9 2- +•�G notary P •4,rsonal l appear Y PP �4 u «x known or identified to me to be the peen With a copy to: Airport Manager City of McCall 216 E. Park Street PO Box 986 McCall, ID 83638-0986 208/634-1488 208/634-3038 (facsimile) CITY OF McCALL Valley County, Idaho By: ila-6/j.„4-..-- Mayo, Ralpi(Colton Lessee Lessee, D 00 III On y ti Q";eat, •two oZ of n the year 2996 , before me, [ `e w K. e - l c9 /, = / 'Xs4k)nfl is Ascribed to the within instrument, and acknowledged to me that he executed the same. • • t + • • AU B LiG A 4446 0F%v�•• Mgpausis Notary Public for Idaho I=OLan L....Cr 5c .role, .-L ✓eS peg clr.. My commission expires: State of Idaho ) ) ss. County of Valley ) On this e� day of in the year 20(19�--'before me, A 2.._ 4, , notary public, personally appeared, ea . , known or identified to me to be the Mayor of the City of McCall that execut t e said instrumen , and acknowledged to me that such City of McCall eecuted the same. ftary 6lic for Idaho y cc mission expires: 3 EXHIBIT A DROULARD LAND SURVEYING JOEL W. DROULARD OrkrvagRj-RDsoasoz,W pulp Ograiyani' POST OFFICE BOX 69 MCCALL, IDAHO 83638 TELEPHONE 208-634-7398 • FACSIMILE 208-634-1051 E-MAIL DROUJ@CTCWEB.NET May 16, 2002 :LEASE PROPERTY DESCRIPTION FOR FBO 1 FUEL FARM A parcel of land situate in the NE% of the SW/ of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho, more particularly described as follows: Commencing at a brass cap marking the Center % Comer of Section 16, T. 18 N., R. 3 E., B.M., City of McCall, Valley County, Idaho; thence, N. 89° 47' 44" W., 411.57 feet along the north boundary of said NE% SW/; thence, S. 00° 12' 16" W., 123.52 feet to the north comer of FBO 1 as shown on that particular Record of Survey recorded as Instrument Number 202221 in the office of the Recorder of Valley County, Idaho; thence, S. 46° 31' 33" E., 208.71 feet; thence, S. 06° 12' 24" E., 128.04 feet; thence, S. 42° 49' 09" W., 32.57 feet to a'% inch rebar, the REAL POINT OF BEGINNING: Thence, S. 47° 10' 51" E., Thence, S. 16° 20' 53" E., Thence, S. 34° 41' 17" E., Thence, S. 42° 21' 27" W. Thence, N. 46° 46' 58" W. Thence, N. 42° 49' 09" E., Thence, S. 47° 19' 44" E., Thence, N. 42° 49' 09" E., Tess. 50.76 feet to a'/% inch rebar, 19.25 feet to a 1/2 inch rebar, 24.91 feet to a'/z inch rebar, , 135.61 feet, , 115.95 feet to a PK nail, 110.00 feet, 23.24 feet, 40.00 feet to the Point of Beginning, containing 0.368 acres, more or Bearings based on the Record of Survey Plat filed as Instrument Number 202221 at Valley County, Idaho. 4 • \4LbLi "d-I•• .A-fl:Vt • // 635' � *7 . 1 • alma • .O� 411 • t x� Leers . V ♦' y•♦..°goy._ 3� t I. I ••��.' : AQ •may o l Aaa • i i�eb WWI NA s EXHIBIT D MINIMUM STANDARDS FOR COMMERCIAL OPERATIONS AND PRIVATE USERS OF THE MC CALL MUNICIPAL AIRPORT MC CALL, IDAHO PART I INTRODUCTION AND DEFINITIONS • SECTION 1: STATEMENT OF PURPOSE AND SCOPE These minimum standards, together with the: Federal Aviation Regulations as promulgated by the FAA and Airport Operation Procedures, govern all aeronautical activities at the McCall Municipal Airport. Fixed base operators shall post these minimum standards in a prominent and accessible place for pilots to see. Additional copies may be obtained through the Airport Managers Office. PART II APPLICATIONS FOR LEASES AND LICENSES Requests for leases of ground and/or facilities on the Airport or for licenses or permits to carry on any commercial, business or aeronautical activity on the Airport shall be made to the Airport Manager. The Airport Manager shall thereafter present the application to the Airport Advisory Committee and the City Council with recommendations. The applicant shall submit all information and materials necessary, or requested by the above, to prove that the applicant will qualify under and will comply with these rules and regulations. The application shall be signed and submitted by an owner of the business, a partner, if a partnership, or an officer or director of a corporation. Minimum Application Information The Airport Manager will not accept or take action on a request to lease land area or in any way permit the installation of a commercial activity until the proposed lessee, in writing, submits' a proposal which sets forth the scope of operation they propose, including the following. • The name and address of the applicant. • The proposed land use, facility and/or activity sought. • The names and the qualifications of the personnel to be involved in conducting such, activity. MINIMUM STANDARDS FOR COMMERCIAL OPERATIONS AND PRIVATE USERS OF THE MC CALL MUNICIPAL AIRPORT MC CALL, IDAHO PART I INTRODUCTION AND DEFINITIONS SECTION 1: STATEMENT OF PURPOSE AND SCOPE These minimum standards, together with the: Federal Aviation Regulations as promulgated by the FAA and Airport Operation Procedures, govern all aeronautical activities at the McCall Municipal Airport. Fixed base operators shall post these minimum standards in a prominent and accessible place for pilots to see. Additional copies may be obtained through the Airport Managers Office. PART II APPLICATIONS FOR LEASES AND LICENSES Requests for leases of ground and/or facilities on the Airport or for licenses or permits to carry on any commercial, business or aeronautical activity on the Airport shall be made to the Airport Manager. The Airport Manager shall thereafter present the application to the Airport Advisory Committee and the City Council with recommendations. The applicant shall submit all information and materials necessary, or requested by the above, to prove that the applicant will qualify under and will comply with these rules and regulations. The application shall be signed and submitted by an owner of the business, a partner, if a partnership, or an officer or director of a corporation. Minimum Application Information The Airport Manager will not accept or take action on a request to lease land area or in any way permit the installation of a commercial activity until the proposed lessee, in writing, submits` a proposal which sets forth the scope of operation they propose, including the following. • The name and address of the applicant. • The proposed land use, facility and/or activity sought. • The names and the qualifications of the personnel to be involved in conducting such activity. 08/12/99 Page 2 Supporting Documents If requested by the Airport Advisory Committee or City Council, the applicant shall submit the following supporting documents to the Airport Manager, together with such other documents and information as may be requested. • A financial statement including a balance sheet. • Credit report authorization. • An economic feasibility study. • Authorization for release of information from such persons as the City and Airport personnel shall deem necessary to determine the applicant's qualifications to perform as set forth in the application. The applicant shall also provide a release for any information, which may be required under Federal or State law or regulation. Review of Application Upon the consideration of the application, the Airport Manager and the City Council, with the recommendation of the Airport Advisory Committee, shall determine whether or not the applicant meets the standards and qualifications as herein set out and whether or not such application should be granted in whole or part, and if so, upon what terms and conditions. In reviewing an application, the following factors will be considered. • Qualifications If the applicant meets all of the qualifications, standards and requirements established by these rules and regulations and the rules and regulations established by the F.A.A. • Safety Hazard If the applicant's proposed operations or construction will create a safety hazard on the Airport. • Cost to the Airport If the granting of the application will require the City of McCaII to spend Airport funds or to supply labor or materials in connection with the proposed operations to an extent which or at a time when the City of McCall is unwilling to enter into such arrangements; or the operation will result in a financial loss to the City of McCall. • Availability If there is adequate available space on the Airport to accommodate the entire activity of the applicant at the time of application. • Compliance with Master Plan Does the proposed operation or airport development or construction complies with the Master Plan? • Congestion Will the development or use of the area requested by the applicant deprive existing users of portions of their operation area? Will it cause undue congestion of aircraft or buildings? Will it unduly interfere with the operations of any 08/12/99 PROP n present user by interfering with aircraft traffic or preventing free access to any other facility? • Misrepresentation Has the applicant interested in the business supplied the City of McCall or Airport Manager with any false information or misrepresented any material fact in the application or supporting documents? Has the applicant failed to make full disclosure on the application or supporting documents? • History of Violations Has any party applying or having an interest in the applicant's business had a record of violating the rules and regulations of any other airport, Federal Aviation Administration Regulations or any other State or Federal statutes? • Prior Defaults Has any party applying or having an interest in the business defaulted in the performance of any lease or other agreement with the Airport or the City of McCall? • Poor Business Record Has any party applying for or having an interest in the business had a business record indicative of unsatisfactory business practices? • Ecological Considerations Will the operator comply with Environmental Protection Agency, Department of Environmental Quality, Valley County Health District and City of McCall Planning and Zoning requirements for the protection for the health, welfare and safety of the inhabitants of the City of McCall? • Performance Bond The City Council may require the applicant post a performance bond. Lease or Contract Upon the approval of any such applications as submitted or modified, the City Council, after considering the recommendations of the Airport Manager and the Airport Advisory Committee, shall cause to be prepared a suitable lease setting forth the terms and conditions of the land and/or the facility use. The lease shall be conditional upon or contain the following minimum conditions and assurances. The City Council may require such additional terms, conditions and assurances, as they deem necessary in a particular instance. • The Lessee is in compliance with and will remain in compliance with the standards required for each activity. • Any structure or facility to be constructed or placed upon the Airport shall be constructed in a manner to conform to all Federal, State and Local safety regulations to include Federal Aviation Administration regulations. All structures shall comply with Federal, State and Local requirements of current building codes and fire regulations. Any construction once commenced will be diligently pursued to completion. Completion and occupancy of the structure must occur within twenty- four months after the execution of the lease. Failure to achieve either substantial progress or completion shall constitute cause for the City of McCall to cancel the lease or to extend the completion dates for construction. 08/12/99 Page 4 All new construction, external modifications to existing building, and underground excavation will be coordinated with the Airport Advisory Committee and approved by all Federal, State and City agencies. • The right shall be reserved by the City Council to modify or add to the Standards for Operations of Aeronautical Activities on the Airport. Any lease or agreement may be terminated or cancelled in the event of failure to comply with any modification or amendments to Standards after notice thereof has been given. Any lessee who is aggrieved by such amendments may apply to the City Council in the same manner as for a variance under the Planning and Zoning Act. • Adequate assurance of performance of the lease by the lessee will be provided to the City of McCall. Such assurance may be in the form of a security agreement, cash bond or in such other manner or form as the City Council adequate in its sole discretion. • Proper insurance and hold harmless clauses in such amounts and under such conditions the City Council deem proper shall be incorporated in said lease. • There shall be no assignment; transfer or sales of the lease or business permit without prior written consent of the City Council. PART III STANDARDS FOR SPECIFIC ACTIVITIES In addition to meeting the requirements of Part II, Lease or Contract, every person conducting the following specific activities shall meet the additional requirements as hereinafter set out. No fixed base operator or other lessee or concessionaire shall engage in any business or activity other than those for which they have received approval from the City Council. For additional guidance refer to Federal Aviation Adrninistration (FAA) Advisory Circular (AC) 150/5190-1 A, Minimum Standards for Commercial Activities on Public Airports. The fact that a party has received a permit or license to conduct a specific activity upon the Airport conveys no exclusive rights. The right to carry on business at the Airport is a privilege conveyed by the City Council and, subject to those rights set forth in the lease agreement and the license, may be granted concurrently to any other party. Furthermore, it is the policy to grant the right and privilege to carry on business at the Airport to all qualified persons who meet the requirements set forth. It is the intent of this policy to promote fair competition at the McCall Municipal Airport and not to expose those who have undertaken to provide commodities and services to irresponsible competition. These rules and regulations adopt and enforce minimum standards to be met by those who propose to conduct a .commercial aeronautical 11A/11/00 activity. These standards, by expressing minimum levels of service that must be offered, relate primarily to the public interest, but appropriate requirements, uniformly applied, discourage substandard enterprises, thereby protecting both established aeronautical activity and Airport patrons. It is not the policy of the McCall Municipal Airport Management or the City Counsel to impose any unreasonable requirement or standard not relevant to the proposed activity. The City Council reserves the right to waive any of the standards listed under this part, with the recommendation of the Airport Advisory Committee, if in the opinion of the City Council existing conditions justify such a waiver. Public Fuel, Oil Sales and Service Persons conducting aviation fuel and oil sales or service to the public on the Airport shall be required to provide the following. • Conveniently located waiting room, with 200 square feet, for passengers and airplane crews of itinerant aircraft together with sanitary restrooms and public telephones. • All fuel must be dispensed through an approved filtration system in accordance with Federal, State and Local regulations. • Shall provide for the adequate and sanitary handling and disposing, away from the Airport, of all trash, waste and other materials, including but not limited to, used oil, solvents, and other waste. The piling or storage of crates, boxes, barrels and other containers will not be permitted within the leased premises. Private "self -fueling" of aircraft In accordance with the Federal Aviation Act of 1958, aircraft owners may fuel their own aircraft, subject to the following standards. • Storage of fuel by aircraft owners conducting fueling of their privately -owned aircraft must be in an approved container, meeting all applicable fire codes: federal, state and local laws. • The individual -conducting fueling operations is at all times responsible for preventing the spillage or immediate reporting and cleanup of spillage of fuels and other chemicals on airport surfaces. Aircraft Charter and Taxi Service Persons conducting an aircraft charter and/or taxi service shall be required to provide the following. • Passengers lounge, restroom, and telephone facilities with a minimum of 1000sgft. 08/12/99 Pan= R " Adequate table, desk or counter for checking in passengers, handling tickets or fare collection and handling luggage. " Suitable, properly certified aircraft with properly certified and qualified operating crew. " Adequate parking for customers and employees. Aircraft Engine, Airframe and Accessory Sales and Maintenance Ali persons operating aircraft engine, airframe and accessory maintenance facilities to the public for hire shall provide the following. " Proper equipment for repairing and inflating aircraft tires, servicing oleo struts, changing engine oil, washing aircraft and aircraft windows and windshields, or for recharging or energizing discharged aircraft batteries and starters. " In case of airframe and/or engine repairs, sufficient hangar space to house any aircraft upon which such service is being performed. " Suitable inside and outside storage space for aircraft awaiting repair or maintenance or delivery after repair and maintenance has been completed, other than major repairs or alterations of Tess than twenty-four (24) hours' duration. " Adequate shop space to house the equipment and machine tools, jack lifts and testing equipment to perform overhauls as required for FAA certification and repair parts not needing replacement on ail single engine and Tight multi -engine general aircraft. " At least one FAA certified airframe and power plane mechanic available. " Facilities for washing and cleaning aircraft if operator engages in said business. Aircraft Sales and/or Rental Persons conducting an aircraft rental and sales activity shall provide the following. " Office space for consummating sales and/or rentals and the keeping of proper records in connection therewith. " Appropriate facilities for servicing and repairing the aircraft or satisfactory arrangements with other operators approved by the City Council for such service and repairs. Flight Training All persons conducting flight -training activities shall provide the following. " Adequate space for students with proper restroom and seating facilities. " The continuing ability to meet certification requirements of the FAA to conduct the training proposed. Flvinc Clubs Flying clubs shall have the following requirements. " The club shall be a non-profit entity organized for the express purpose of providing its members with an aircraft or aircraft for their personal use and enjoyment only. The ownership of the aircraft must be vested in the name of the flying club (or owned ratably by all its members). The property rights of the members of the club shall be equal and no part of the net earnings of the club will inure to the benefit of any member in any form (salaries, bonuses, etc.). The club may not derive greater revenue from the use of its aircraft than the amount necessary for the operations, maintenance and the replacement of its aircraft. " Flying clubs may not offer or conduct charter, air taxi or rental of aircraft operations. They may not conduct aircraft flight instructions, except for regular members and only members of the flying club may operate the aircraft. No flying club shall permit its aircraft to be utilized for the giving of flight instruction to any person, including a member of the club owning the aircraft, when such person pays or becomes obligated to pay for such instruction, except when instruction is given by a lessee based on the Airport who provides flight training, or any qualified flight instructor approved by the dub. " All flying clubs and their members are prohibited from leasing or selling any goods or services whatsoever to any person or firm other than a member of such a club at any airport owned or controlled by the authority, except that said flying club may sell or exchange its capital equipment. " The flying club, with its permit request, shall furnish the Airport Manager a copy of its charter, by-laws, articles of association, partnership agreement or other documents of the association. Supporting its existence, a list of members shall be provided with the names of the officers and directors and shall be revised on a semi- annual basis. " Evidence of liability insurance shall be provided in the form of a certificate of insurance. No less than one million dollars ($1,000,000) combined single -limit or split limits equal to and not less than one million dollars ($1,000,000) for each personal injury and property damage with respect to each occurrence. " A flying club which violates any of the foregoing regulations or permits one or more member to do so will be required to terminate all operations at the airport controlled by the City of McCall. 08/12/99 PART IV AIRPORT FEES Fees at the Airport are set by resolution of the City Council. A copy of the current fee resolution is attached to these Rules and Minimum Standards. These fees may be changed by the City Council. To determine the status of any fee, it is advised' that the interested party check with the Airport Manager or the City Clerk. Fuel Flowaae Fee All aircraft fuel delivered to the airport is subject to a fuel flowage fee. The fuel flowage fee is set by the City Council by resolution and is imposed on all aircraft fuel delivered to the McCall Municipal Airport. The fuel flowage fee shall be payable to the City of McCall on a quarterly basis. The Bill of Lading or other documents for the deliveries shall be provided to the Airport Manager every 30 days. This documentation is used as a means of tracking fuel sales and for auditing purposes. The gallons delivered must be properly documented., however, the cost of the fuel need not be provided. Private "self -fueling" of aircraft - Storage of fuel by aircraft owners conducting fueling of their privately -owned aircraft must be in an approved container, meeting all applicable fire codes: federal, state and local laws. The individual conducting fueling operations is at all times responsible for preventing the spillage or immediate reporting and cleanup of spillage of fuels and other chemicals on airport surfaces. PART VI USE OF HANGARS Hangars and open space along the flight line are reserved for aviation related uses. Hangars and open space along the flight line may be used for non -aviation uses only in accordance with the regulations set forth in this Part. Aircraft owners and operators may store equipment incidental to aviation activities in hangars provided such storage shall be in compliance with the life and safety requirements of the Uniform Building Code and the Uniform Fire Code. Hangar lessees may store personal property (i.e., personal vehicles, boats, trailers, snowmobiles, etc.) in leased hangars provided the primary aviation use of the hangar is maintained and the life and safety requirements of the Uniform Building Code and the Uniform Fire Code are met. No hangar owner or lessee shall allow or permit the storage of non -aviation -related property or equipment for a fee or for profit. The Fire Marshal of the City of McCall shall be permitted to disallow either outside or hangar storage of any non -aviation related equipment or property when such equipment or property is deemed by the Fire Marshal to create a fire or life safety hazard. Heating units and heating equipment may be installed in hangars so long as such installation and maintenance is in accordance with the specifications for the heater or equipment installed and are in full compliance with the Uniform Building, Life, Safety, and Mechanical Codes. PART VII ADMINISTRATIVE POWERS OF THE AIRPORT MANAGER The Airport Manager or their representative shall at all times have the authority to suspend or restrict any or all operations at any time he deems necessary for the safety of operations. It shall be unlawful for any person to violate or refuse to obey any of the provisions hereof. Whenever permission is required from the City Council to perform some activity, such permission shall be in writing. Any person operating or handling any aircraft or motor vehicle in violation of the provisions herein contained or refusing to comply with the rules and regulations set forth herein may be removed or ejected from the Airport, or may be temporarily deprived of the further use of the Airport and its facilities for such a length of time as may be deemed necessary to insure the safeguarding of the same and the public and its interest therein in addition to all other penalties herein provided. PART VII AMENDMENT AND EFFECTIVE DATE The City Council, with the recommendation of the Airport Advisory Committee, may make such further rules and regulations as it shall deem necessary for the safe and equitable use of the Airport and its facilities. Such rules and regulations shall become effective following the adoption thereof unless the Airport Manager shall declare an emergency in connection therewith, in which case such rules and regulations shall go into effect at once upon adoption. All rules and regulations currently in effect at said airport shall be available for examination at the Airport Manager's Office. These Minimum Standards shall be in full force and effect from the date of their adoption by the City Council of McCall by resolution duly enacted and signed. These Rules and Minimum Standards for the McCall Municipal Airport are adopted by the City Council this 12th day of August 1999, by Resolution 7-99. 08/12/99 Paaa 10 KIRK EIMERS, MAYOR ATTEST: CITY CLEF J 08/12/99 Pane 11 MCCALL MUNICIPAL AIRPORT FIXED BASE OPERATOR LEASE This Lease is made May 1st, 2001, by and between the City of McCall, and Idaho municipal corporation (called "City" the rest of this Lease) as Lessor, McCall Air Taxi, 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 legal description, Exhibit "A;" a drawing of the Subject Property, Exhibit `B;" Special Additional Terms, if any, Exhibit "C;" and Resolution 00-05, the City's current Airport lease rate resolution, Exhibit «D„ 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 (all of which Airport is called "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 an enterprise fund, the Airport Fund, in support of the mission of the Airport into 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 both as one of the "front doors" of McCall and as a land use adjacent to another of those "front doors." Agreements 4. Lease. City leases to Lessee, and Lessee leases from City, the property described on 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. 5. Use of Subiect Property. The permitted primary uses of the Subject Property are those within FBO Type as defined in the McCall Airport Minimum Standards; Lessee shall meet and conform to such Minimum Standards applicable to such FBO Type, as well as to those Airport rules and regulations applicable to all Airport tenants, as such Minimum Standards, rules, and regulations may be amended from time to time by the City Council. A. The placement of and plans for Leasehold Improvements are subject to approval as provided below under Construction, and Lessee shall obtain that approval before commencing any construction. Such construction and any use shall comply with this Lease, and with Titles 2, 3 and 6 of the McCall City Code, respecting building codes, zoning, and utilities, respectively. B. Lessee shall keep and maintain the leased premises in a neat and orderly manner, including keeping grass cut and buildings painted a color approved by City in like fashion as provided in paragraph 17, as well as concealing from view temporary storage of and then making lawful disposal of, debris, garbage and other waste material arising out its occupancy on the Airport. Under no circumstances shall Lessee permit junk, debris, inoperable or unlicensed vehicles or equipment, or other unsightly material, to be on the Subject Property. C. Fuels and other flammable materials shall not be stored in hangers, nor shall heating fuel lines be above ground. D. Words not defined in the Lease shall be given the meaning ordinarily applied to such words as used in the context of airport management and operations. In this Lease "Fixed Base Operator" (FBO) means any person, firm partnership or corporation who is a lessee on the Airport undertaking a business to perform any of the services to the public, aviators, or aircraft appurtenances, set out in the remaining subparagraphs of the paragraph 5. E. 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. F. Lessee shall not engage in any business or activity other than activities within the applicable FBO Type as set forth herein. G. 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 shall seek a Lease amendment from the City for permission to do so. H. Lessee shall provide its own buildings, personnel, equipment and other appurtenances or facilities necessary to carry out its obligations to authorized operations. I. Lessee shall determine its own fees, rates, and charges for services which shall be equally and fairly applied to all users of those services. J. Lessee shall maintain reasonable business hours, and shall provide adequate staff to carry out its obligations to the public. K. 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 under any FBO Type. L. 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 surplus of current services, and other as the City may specify. M. Lessee accepts the area of land leased as of sufficient size to accommodate all buildings, parking areas, snow storage area, and aircraft parking. 6. Uses in Common. Lessee shall have the nonexclusive right to use, in common with others, all Airport facilities and improvements of a public nature which are now, or may come to be provided, including, but not limited to, runways, taxiways, aprons, roadways, parking areas, and other common use facilities, provided such use is in accord with applicable law and regulations, for the takeoff flying and landing of aircraft owned, leased, or rented by the Lessee, and its occasional invitees. 7. Parking. Automobiles may be parked inside the hangar while Lessee's aircraft is being operated, or at a parking area off of the aircraft ramps designated by the Airport Manager. No motor vehicles shall be parked in front of the hangar, or anywhere where aircraft may be or come to be operating. 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, or ticketed pursuant to the McCall City Code, or both. 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, or ticketed pursuant to the McCall City Code, or both. 8. Operations to be Lawful. Lessee and Lessee's improvements and use shall comply 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 any other directions of the Airport Manager identified in good faith by the Airport Manager as safety based, to the extent the same can be done without substantial expenditure, even if Lessee wishes to appeal such directions. An appeal of any such direction shall be filed in the form of notice to the City giving full particulars, and City shall respond in writing. Lessee shall comply with this Lease and all applicable other laws, ordinances, rules, and regulations; where requirements differ among these various sources, the more stringent shall be complied with; the interpretation of the Airport Manager in these regards made in good faith shall be conclusive. 9. Subordination to Federal Funding and Emergency Requirements. The 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 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. 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. 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 noncompliance, City may take appropriate action to enforce compliance, may terminate this Lease, or seek judicial enforcement. 12. Citv's Reserved Rights. City specifically reserves the right: a. Further to develop or improve the Airport as it sees fit, regardless of the desires or views of the Lessee, and without interference or hindrance by Lessee; b. But not the obligation, to maintain and keep in repair the Airport and all publicly owned facilities of the Airport, together with the right to direct and control all activities of Lessee in this regard. c. To enter upon any lease premises at reasonable times for the purpose of making inspections to determine compliance with these minimum standards, fire codes, building codes or any covenant or condition of any contract or 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 e. To temporarily close the Airport or any of the facilities thereon for maintenance, improvement or safety of the public; and f. To temporarily devote exclusive use of the Airport to emergency aircraft operations, including, but not limited to, fire suppression activities and medevac operations. 13. Term. and Renewal. The initial term of this lease shall be for 20 years, commencing at 12:01 A.M. on May 1, 2001, until 11:59 P.M. on My 1, 2021. This Lease may be renewed for one or more, but not exceeding four, additional five year terms for so long as the rent and other conditions of this Lease are faithfully adhered to, and subject to adjustment of rent prior to the commencement of each such term to meet the then current standards of the City. If Lessee determines that it does wish to renew this Lease, it shall give notice of that fact during the last six months of the expiring term. 14. Rent. Rent shall be payable annually in advance on October 1 of each year, initially in the amount of .10 cents per square foot for bare ground, presently 11,331 square feet , plus .20 cents for land covered by above -ground Leasehold Improvements, presently 0 square feet; initially this sum totals $ 1,131.10 per annum (See CPI below). The first year's rent is due and payable in advance upon execution of this lease pro -rated to October 1. City Council Resolution 00-05, as the same may be amended or replaced from time to time, governs rental rates and rate adjustments; the current version is attached as Exhibit D. The rent will be adjusted annually effective October 1 and according the percentage increase of the 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. Prior to or at the same time as issuance of a building permit, and annually thereafter, pro -rated rent for covered land shall be paid with respect to the land to be covered by above- ground Leasehold Improvements with respect to which the permit is issued. 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 construction 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 improvement on it. 16. Utilities and Services. Lessee shall order, obtain and pay for all utilities and services 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 those locations where sewer is not yet available, such charges shall nevertheless be paid both for hook-up and monthly, Lessee shall install a holding tank to Central District Health standards at Lessee's expense, City will provide for the pumping of such tank, Lessee will provide a stub out for subsequent connection to sewer, and City will provide physical sewer when and if available to the lot. 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. Lessee shall arrange for and pay for removal of snow from Subject Property and such apron area, and shall not place any such snow on any unproved 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. 17. Construction. Installation, erection and construction of improvements shall be at Lessee's sole cost and expense and according to Drawings and Specifications and Schedules submitted to and 17. Construction. Installation, erection and construction of improvements 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 issues may be controlled by the City. Drawings must accurately depict and describe all improvements proposed. All construction on the airport will conform to the City's current Airport Master Plan as approved by the Federal Aviation Administration. All Drawings and Specifications must conform to the Building, Fire, and Fire Protection Codes and Regulations in effect in McCall, including but not limited to those set out in Title 2, McCall City Code. No Drawings and Specifications shall be submitted for a building permit as required by Title 2 of 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 advise 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 calendar months after execution of this Lease. Completion and occupancy of the structures must occur within twenty-four 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 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 days after filing of such a lien, this Lease shall be in default and shall be subject to immediate termination by City. 19. Ownership of Tenant 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 Lease remain in Lessee, and Lessee shall have the right at any time to remove any or all personal property if 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 damage resulting therefrom and leave the Subject Property in a clean and neat condition. If not earlier removed, Lessee shall remove all personal property within 30 days of the end of this 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 it sees fit. 20. Ownership of Leasehold Improvements. In this Lease the term "Leasehold Improvements" means all buildings (including but not limited to hangars) and/or improvements, whether or nor permanently attached or affixed to the Subject Property, including without limitation fixtures, which were placed and/or built and/or constructed on the Subject Property during the term of this Lease by the Lessee, or purchased 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 as well as to sell any and all such Leasehold Improvements, subject however to this Lease's limitations upon assignment of the Leasehold. However, upon expiration or termination of this Lease or any renewal of it, Leasehold Improvements shall become the property of the City unless the Lessee nor more than 15 days after expiration or termination gives notice to City that Lessee intends to remove such Leasehold Improvements within 60 days of such termination, and in fact does so remove such Leasehold Improvements; such notice shall indicate whether Lessee intends to remove a building by demolition, and City may in the discretion of the Airport Manager elect to direct that the building and such fixtures in such building as are not removed for re -use elsewhere be left in place for the use of the City. 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. 21. Repairs. Lessee shall repair damage (excluding normal wear and tear) to the Airport 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 30 days of the date any such damage is incurred. In the event that Lessee cannot reasonably repair such damage within 30 days, Lessee shall give notice to City of that fact and request in such notice an extension of the 30 days 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. 22. Indemnity. Lessee agrees to indemnity and hold harmless the City during the term of this Lease from any and all loses, 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 Lessee's or their use of the Subject Property. Lessee, by giving this indemnification, does not waive any defenses or rights whatsoever that Lessee has or may have under law against third parties and/or City. City shall give prompt notice to Lessee upon City's learning of any claim being made which is covered by this indemnity, and Lessee shall have the right to defend and/or compromise such to the extent of Lessee's interest. 23. Insurance. Lessee shall carry at all times during the term of this Lease: (a) 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; (b) public liability insurance coverage for a total amount not less than $500,000.00 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 (c) public liability insurance on all aircraft owned, leased or controlled by Lessee with a Combined Single Limit for total amount of not less than $1,000,000. These minimum limits may be increased by State law or City ordinance during the term of this Lease or of 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." 24. Termination by Lessor for Cause. Should the Lessee fail to comply with any obligation in this Lease, City may terminate this Lease: (a) in the case of a monetary default, namely a default in the payment of rent or other financial obligation, ten days after the giving of notice of default, unless within such ten days Lessee has cured such default; or (b) in the case of a non -monetary default, thirty days after written notice to Lessee, unless within such thirty days Lessee has cured such default, or if such default could not be reasonably corrected within such thirty days, Lessee has taken all reasonable steps to begin the cure and thereafter diligently pursues and completes cure within a reasonable time. and enter and reoccupy the Subject Property without further notice subject to Lessee's right to remove improvements a provided above. Lessee is not entitled to the return of prepaid rent under this Lease. 25. Termination by Lessee for Cause. This Lease may be terminated by Lessee without further cause upon or after the happening of any one or more of the following: (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 State 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 on the Airport, for a period of more than 90 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season fire suppression efforts, shall not be considered such 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 90 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 us of the Airport for a period of more than 90 days. The use of the Airport by the United States Forest Service or the Boise Interagency Fire Center, or like agency, during fire season fire suppression efforts, 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 30 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 30 days, failure within such 30 days to undertake reasonable steps to begin such cure or failure thereafter diligently to pursue the cure to completion within a reasonable time. (f) Lessee shall give 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. 26. Holding Over. In the event Lessee holds over after the expiration of this Lease of any renewal of this Lease, such holding over shall be deemed to be a tenancy from month to month under the terms, conditions and covenants contained in this Lease. 27. Abandonment. If Lessee abandons the Subject Property or is dispossessed by third parties by process of law or otherwise, the City may terminate this Lease; 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 30 days after such 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 therefor 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 therefor. 28. Right of First Refusal. Upon the expiration or termination 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 City advising of the proposed sale or transfer, and its terms; and City shall have sixty days next following receipt of such notice to complete a purchase or receive a transfer upon the identical terms. 29. 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 attorneys 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 City shall be entitled to such fees, if the prevailing party, notwithstanding the fact that the City Attorney is salaried. 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. 30. Governing Law. This Lease is governed by the law of Idaho, and Valley County, Idaho is the proper venue. 31. 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. 32. Time of Essence. Time is of the essence with respect to the obligation of the parties under this Lease. 33. 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, 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. 34. No Waiver of Rights. The neglect of any party to enforce the rights, powers or remedies at any particular rimes 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. 35. Force Maieure. Any prevention, delay or stoppage sue to strikes, lockouts, labor disputes. Acts of God, inability to obtain labor or materials or reasonable substitutes therefor, 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 maieure. 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. 36. 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 considered fully executed. Each such counterpart shall be deemed to be an original instrument; and all such counterparts together shall constitute but one agreement. 37. Burden and Benefit: Assignment. This Lease shall bind and inure 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; that consent will, however, be conditioned upon an increase of rents to the then current City published lease rates for the Airport. In the case of partial assignment or partial sublet or rent of less than half of the interior space, the rent shall be only with respect to the interior space in question and related exterior space, unless such assignment, sublet to rent is in the discretion of the Airport Manager determined to be de minimis and counter -productive to the City for the city to calculate, record, and remember. 38. 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. 39. 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. 40. 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: To City: City Clerk City of McCall 216 E. Park Street PO Box 986 McCall, ID 83638-0986 208/634-7142 208/634-3038 (facsimile) To Lessee: Dated: I (1 '✓ A ST: i Clerk, Cathleen Koch ty State of Idaho ) ss. County of Valley ) With a copy to: Airport Manager City of McCall 216 E. Park Street PO Box 986 McCall, ID 83638-0986 208/634-7142 208/634-3038 (facsimile) With a copy to: CITY OF McCALL Valley County, Idaho By: Lessee, Mike Dorris, President, McCall Air Taxi 1/4;5"-C-C)>"0".. Lessee, On this of , in the year 2001, before me, notary public, personally appeared , known or identified to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. State of Idaho ) ss. County of Valley ) Notary Public for Idaho My commission expires: On this day of in the year 2001, before me, notary public, personally appeared, , known or identified to me to be the Mayor of the City of McCall that executed the said instrument, and acknowledged to me that such City of McCall executed the same. Notary Public for Idaho My commission expires: