Richard K. Simon, Esq. 1700 Decker School Lane Malibu, CA 90265 (310) 503-7286 rsimon3@verizon.net

Office ofthe ChiefCounsel Attention: FAA Part 16Airport Proceedings Docket AGC-610 FederalAviationAdministration 800 Independence Ave. S.W. Washington, D.C. 20591 Re: Part 16Complaint 

# ~~~~DWiE~ OCT 302014
PART 16 DOCKETS

October 30,2014

NationalBusinessAviationAssociation,KruegerAviation,Inc., Harrison Ford,justiceAviation,Kim DavidsonAviation,Inc.,AeroFilm, YouriBujko, jamesRoss, ParamountCitrusLLCandAircraftOwnersandPilots Associationv. Cityof SantaMonica, California DocketNos.16-14-04/FAA-2014-05921 Reply ofthe Complainantstothe Respondent'sAnswerto the Complaint The Complainants, as set forth above, pursuant to 14 C.F.R. § 16.23(e) submit this Reply to the Answer to their Complaint filed on October 20, 2014 by the City of Santa Monica ("Santa Monica," "City," or "Respondent"), sponsor and operator of the Santa Monica Municipal Airport ("SMO" or "Airport"). Santa Monica's Answer is in two parts: the first, pages 1 to 14, is little more than a word-for-word recitation of its August 14, 2014 Motion to Dismiss. It fails to break any new ground or even to attempt to address the many errors and deficiencies pointed out in the Complainants' August 28, 2014 Answer to the Motion to Dismiss. The second part, pages 15to 22, addresses the merits ofthis action. It reaffirms, and attempts to defend, the City's claim that its federal Grant Assurance-based obligations came to an end on june 29, 2014. The Complainants have already fully responded to the City's Motion to Dismiss, and will not repeatthat response here. This Reply will briefly summarize the reasons whythe Motion was- and remains- withoutmerit, and demonstrate again thatthe reliefsought in this action is well within the scope of Part 16 and the jurisdiction of the FAA. Those

1A copyofthe Complaint also has beenposted at the regulations.govwebsite under docket nos. 16-14-05/FAA-2014-0538. To the extent applicable, this reply also pertains to those dockets.

1conclusions now are underscored by the Answer's unequivocal reiteration of the City's position that it is no longer subject to Grant Assurance-based obligations (see, 

### e.g., the caption to section IV of its Answer, at 15: "City's Grant Obligations to the FAA Ended on june 29, 2014"). The Complainants will then respond to the City's criticisms oftheir merits claims. The City now argues thatthe duration ofits grant obligations is purely a matter ofcontract interpretation, in which an FAA administrative determination based on the underlying statutory scheme would be entitled to no deference. It also argues that the City's 2003 acceptance of some $240,000 in additional grant funds should be categorized as no more than a bookkeeping adjustment. As will be seen, the City's position ignores controlling authorities, which directly reject its "basic" contractlawline ofargument and which in fact require deference be accorded to FAA determinations involving AlP grants and the related assurances. The City's argument also relies on an erroneous reading of the grant documents it attaches as exhibits and entirely fails to acknowledge that the FAA already has determined, in In re City of Santa Monica, California, docket nos. 16-02-08/FAA-2003- 15807, Director's Determination, at 13 (May 27, 2008), that the City's Grant Assurance obligations extend "until atleast 2023."ARGUMENT 

### 1. Background Repeating the allegations of its Motion to Dismiss, the City initially argues in its Answerthat: (i) the FAA lacks jurisdiction in this proceeding because the Complaint seeks an "advisory" opinion; (ii) the Complaint fails to assert violation of a specific Grant Assurance; (iii) the Complainants have notbeen "directlyand substantially" harmedbyany City action; and (iv) the Complainants did not engage in a good faith effort at informal resolution.
In reasserting these claims, the City again

- and without explanation

- continues to mischaracterize the reliefsought bythe Complainants. The Answer to the City's Motion to Dismiss clearly demonstrated that the Complainants have not asked the FAA to consider proposed lease terms, future violations of Grant Assurances, the City's ongoing studies of Airport closure and other options, or any other speculative matters. Rather, the Complaint seeks only a determination, consistent with the FAA's prior finding in In re City ofSanta Monica, California, supra,that: [T]he City's Grant Assurance obligations remain binding and effective, and thatthe City must continue to comply with those obligations, until no sooner thanAugust 2023. The City also continues to argue that it has not yet decided precisely how it will exercise its purported freedom from federal obligations, as ifthat somehow shields it from the consequences ofthe decision it has already made, 

### i.e., that it enjoys such freedom. To repeat, this proceeding arises solely from actions already taken by the City, which are cognizable underPart 16.

2Moreover, it again must be emphasized that the City has misrepresented the facts "onthe ground"byprovidingtothe FAA a StaffReport (Motion to Dismiss, Exhibit C) which was rejected by the Santa Monica City Council, and nevertheless implying that the City Council is likely to renewAirport tenant leases for three years, with one-year options (see Santa Monica's Answer, at 2, 8). In fact, as the Complainants previously noted, the City Council, in coordination with its Airport Commission, has expressed a lack of interest in terms even that long and instead has expressed interest in renewing all Airport tenant leases on a month-to-monthbasis (see Complainants'Answerto the Motion to Dismiss, at 6, footnote 4).2 The FAA must also be cognizant ofthe fact that the City has for decades used every opportunity, and expended enormous resources, to promote and adopt measures to close SMO or to impermissibly restrict its operations. As pointed out in the Complaint (at 2), among its many other anti-Airport actions, the City to this day has refused to rescind its Resolution no. 6296 ("[i]tis the policy ofthe City ofSantaMonica to effectthe closure ofthe SantaMonica Municipal Airport as soon as possible

..."). The City would obviously prefer that the Complainants' claims be viewed in a vacuum, but a sponsor's past actions are always appropriate matters for consideration in a Part 16proceeding: The focus is on current compliance, but a necessary part of current compliance is a sponsor's actions in carrying out its federal obligations. The Respondent's former actions, as well as current actions, shape its airport compliance efforts regardless ofsubsequent developments in tenancy at the airport. Royal Air, Inc. v. City ofShreveport, docket nos. 16-02-06/FAA-2002-13063, Director's Determination, at 17 (January9, 2004). The City's actions, summarized atpages 5-7 ofthe Complaint, areparticularlytelling when considering its assertion (see Answer, at 7-9) that it has reached no formal conclusions as to future measures concerning theAirport and its tenants. It simply strains credulity to accept the notion that, if deemed free from grant obligations, the City will reverse course and become a benign steward ofSMO; nothing in the experience ofthe past thirtyyears suggests thatit shouldbegiven such an opportunity.

2As the Complainants also noted, eitherdecision would conflict withthe City's obligationto offer leases of adequate duration to Airport tenants. See, e.g., Santa Monica Airport Association v. City of Santa Monica, California, docket no. 16-99-21, Director's Determination, at 22 (November 22, 2000); Skydance Helicopters. Inc. v. Sedona Oak-Creek AirportAuthority, docket nos. 16-02-02/FAA-2002-13068, Director's Determination, at 32 (March 7, 2003).

32. TheFAA hasJurisdiction overthe Comnlaint The Complainants have previously pointed out (in their Answer to the Motion to Dismiss, at 4)

- and the City has offered no basis for a different view

- that the FAA's analysis of a sponsor's obligations, whether under Grant Assurances, an instrument of transfer, or other federal commitments, is an important component of every reported Director's Determination and Final Agency Decision, and is in fact required by § 2.3 ofthe Airport Compliance Manual (FAA Order 5190.6B). As an example, the Complainants offered Dart v. City ofCorona, California, docket no. 16-99-20, Director's Determination, at 11 (June 26, 2000),which devoted a large partofits analysis to the issue ofthe respondent sponsor'sfederal obligations. The Complainants also noted (in their Answer to the Motion to Dismiss, at 5) that the FAA's authority under Part 16 is broadly defined (e.g., "[t]he provisions of this part govern all

... proceedings involving Federally-assisted airports," 14 C.F.R. § 16.1(a)), and in particular encompasses, within the definition of "noncompliance," "anything done or omitted to be done by any person in contravention ofany provision ofanyAct, as defined in this section, as to matters withinthejurisdictionoftheAdministrator." !d.§ 16.3. Nothing in the City's current reiteration ofits jurisdiction argument suggests that a different view should prevail. The City continues to proffer unsupported quasi-legal arguments

- such as that the Complaint involves the expiration date of a contract (see Answer, at 13)

- and flat-out misrepresentations, such as that the Complaint seeks an opinion as to possible future conduct (see id.)- butoffers no supportwhateverfor its claim ofa lackofjurisdiction. This argumentshouldbe rejected. 3. TheComplainants have notFailedto Statea Claim Again relying on the allegations ofits Motion to Dismiss, the City contends thatthe Complaint fails to state a claim because it does not charge the City with the violation of a specific Grant Assurance, and because it purportedly seeks an advisory opinion. Both of these arguments were fully addressed and disposed ofin the Complainants' Answer to the Motion to Dismiss (at4, etseq.), and as recycled in theAnswertheystill lackmerit. The City is correct that the Complaint does not address a particular Grant Assurance; it arises from the City's now-acknowledged rejection of any and all assurancebased obligations. As discussed in the preceding section, the FAA's Part 16 jurisdiction extends to the threshold question of whether a sponsor is federally obligated, and the Complaint appropriatelypleads thatissue. Nothing in anyofthepleadings filed bythe City, and no authoritythat it cites, supports the contention that a sponsor's blanket rejection of the entire GrantAssurance program cannotbe consideredunder Part 16. Acorollary argument offered bythe City is that ofripeness -i.e.,thatthe City has not yet taken action to implement its rejection of its federal obligations, and hence that the Complaint is premature and seeks an advisory opinion. This reasoning is faulty. The Complaint is directed at a specific, completed City action

- its determination that its Grant Assurance obligations ended on june 29, 2014

- and the Complaint asks the FAA to

4determineto the contrary. The matter atissue is neither speculative noruncertain, and, as the Complainants have demonstrated, is well within the ambit ofpast FAA determinations andits statutoryauthority (seeAnswerto the Motion to Dismiss, at 6-7). The FAA also has made clear that it may address currentpractices that are likelyto result in future violations. See, e.g., jetAway Aviation LLC v. Board ofCommissioners, Montrose County, Colorado, docket nos. 16-06-01/FAA-2006-25185, Director's Determination, at 34 (November 6, 2006); Town ofFairview, Texas v. City ofMcKinney, Texas, docket no. 16-99-04, Director's Determination, at 17 (July 26, 2000). That is certainly also the case with the City

- butthe Complainants stress that the City's declared independence from itsAlP-based obligations, standingalone, is a sufficientbasis for finding a violation ofGrantAssurances. 

### 4. The City's Actionhasa Directand Substantial Effectonthe Complainants As with its previous arguments, the City's Answer offers nothing new on the issue of the impact ofits position regarding its GrantAssurance obligations on Airport tenants and users. These individuals and businesses are affected, as this Reply is beingwritten, bythe uncertainty createdbythe City's declaration thatit is not now, and will notin the future be, subjectto federal AlP-based obligations. The FAA has emphasized that airporttenants and users mustbe able to plan for the future. Forexample: Sponsors must provide aeronautical businesses that meet mm1mum standards with the opportunity for occupancy with certainty of associated rights to conduct business for appropriate lengths of time, depending on investmentrequirements and associated costs. Atlantic Helicopters, Inc. v. Monroe County, Florida, docket nos. 16-07-12/FAA-2008-0250, Director's Determination, at 31 (September 11, 2008). The City's position leaves any possibility ofplanningin limbo; notjustwith respectto lease duration, as the City suggests, but in every aspect of Airport operations

- e.g., fuel sales, flight schools, even runway length.3 The impact on Airport tenants and users, as the clock continues to run down on current leases and the obligations separately created by the 1984 Settlement Agreement, could notbe more obvious ormore substantial. 

### 5. The Complainants have FulfilledPart 16's Informal Resolution Requirements This section ofthe City's Answer (at 14) is literally cut-and-paste from its Motion to Dismiss, and Complainant's response remains the same: Any informal resolution would have been futile in light of the City's documented intransigence on the issue of Grant Assurance duration and the Complainants' limited powers with regard to that issue. The

3See Complaint, Exhibit 6 (City Council Report, March 25, 2014).



### 5Complainants nevertheless gave negotiation a good faith effort, and were met with no meaningful responsefrom the City. Theywere notrequiredto do more. 

### 6. The FAA's Previously-Established Position that Santa Monica's AlP Grant Assurance Obligations Endure Unti12023 Is Correctand Should Be Maintained Not until p. 15 of its Answer does the City actually turn to the substance of the Complaint. When itfinally does so, the City essentially argues that, based on common law principles of contract interpretation, the 20-year obligation period accompanying the AlP funds accepted bythe City should be understood to run from 1994, when the City initially accepted grant no. 3-06-0239-06, rather than from 2003, the date of a modification which made additional federal funds available to the City. The Complainants submitthatthe City is in error, both as to key facts and as to applicable law, and that the City's AlP-based obligations endureuntil2023. As an initial matter,the City's Answer entirelyignores thefact thatthis issue already has been the subject of an FAA ruling pursuant to Part 16. In In re City of Santa Monica, California, docketnos.16-02-08/FAA-2003-15807, the FAA explained:
In 2003 the City requested, and the FAA approved a grant amendment for $240,000, increasing its AlP grant total to $10.2 million

.... This was the last AlP-funded projectat SMO to date. As a result, SMO is obligated underits AlP grantassurances until atleast 2023. Director's Determination, at 13 (May 27, 2008) (emphasis added; footnote and citation omitted). The FAA explained thatin the 2003 modification "[t]he FAA offered and the City accepted an additional $240,000 in AlP grant funds" and that the AlP obligation period "does not exceed twenty (20) years from the date ofthe acceptance offederal funds for the project." !d. at footnotes 23 and 24 (emphasis added). Although this issue was not addressed in the subsequent final order in docket nos. 16-02-08/FAA-2003-15807, the Complainants concurwith the FAA's position as statedin the Director's Determination, and urgethe FAA to maintainthatpositionin this proceeding.4

4 See also Agency's Response to City's First Set of Interrogatories, docket no. 16-02- 08/FAA-2003-15807 (August 8, 2008), which explained in greaterdetail: Specifically regarding the analysis supporting this argument, 49 USC 47108 empowers the FAA to amend grants to increase the government's share ofa grant. The FAA also has the ability to amend grants to change the scope of the project, to add or delete work in a grant, and to substitute w0rk in an amendment, so long as the work is eligible and is to the benefit of the government. The Santa Monica grant agreement AlP 3-06-0239-06 has two grant amendments. The grant itself was offered on june 27, 1994 to do a variety of airfield work, including perimeter fencing, pavement and blast walls. On November 8, 1999, a grant amendment offer was issued by FAA [continued

...)

6To the extent that the City effectively has asked the FAA to reconsider its prior position, the Complainants do notbelieve that the City has stated any valid reasons for the FAA to do so. In the City's view, the issue should be resolved in its favor based upon ordinary principles ofcontract interpretation, without deference to agency interpretation, and with the agreement construed against the FAA as the drafter. See Answer, at 16. But that is not an accurate summation ofthe authorities relied upon bythe City in its Answer, noris itthe law. In Westlands WaterDistrictv. Patterson, 864 F.Supp. 1536 (E.D.Cal. 1994), relied uponbythe City (see Answer, at 16)the courtstated: [G]overnmental contracts should be interpreted against the backdrop of the legislative scheme that authorized them, and [the] interpretation of ambiguous terms or implied covenants can only be made in light of the policies underlyingthe controllinglegislation.
I

d. at 1542, quoting Peterson v. Department ofthe Interior, 899 F.2d 799, 807 (9th Cir. 1990).5 In this case- as in Peterson and Westlands- the broad purposes ofthe underlying

and accepted bythe Cityto substitute other airfield workin place ofthework in the original 1994 grant. On August 27, 2003, Amendment No. 2 was executed at the request ofthe City increasing the amount ofthe grant. This amendment was issued based on formal written request by the City dated September 27, 2002 in accordance with the FAA AlP Handbook paragraph 114l.g. The Airport would be considered obligated for the original developmentprojectin the original grant agreementfor a period of 20 years from the date of acceptance of the original grant offer. For the later amendments, the Airport is considered obligated for 20 years from the date that the amendment offer was accepted. since that is when the Airport accepted the offer of additional federal funds for the project. The Airport would have been obligated for the original grant project until 20 years after june 27, 1994 or 2014. But since the project changed under Amendment No. 1 to a different project, the 20 year date is calculated from the date of Amendment No. 1, (2019) since that was when the Airport accepted the federal offer ofAlP funds for the project. This is becausethe FAA grant offer in 1994 was an offer offunding for a different project. FAA did not make an offer for funding the amendedprojectuntil it actuallyissuedthe Amendment No. 1. Amendment No. 2 was an offer for an increase in funds for the Amendment No. 1 project. The Airport accepted the second Amendment on August 27, 2003 so the Airport is obligated until 2023, since that is 20 years from when the airport accepted the last grant offer for federal funds pursuantto the City's grantassurances to the United States.
I

d. at4 (emphasis added). 5Likewise, to the extent that Clay TowerApartments v. Kemp, 978 F.2d 478, 480 (9th Cir. 1992) suggested that no deference was due an agency's contractual interpretation, (continued

...)

7statutejustify how and why the agency has interpreted the contract. As the FAA is very much aware, 49 U.S.C. § 47107

- part oftheAirport and Airway ImprovementAct of 1982 (Pub. L. 97-248) -was intended to ensure that the agency retained ongoing supervisory authority over airports that had accepted public Iargesse.6 In contrast, the City's position potentially would allow recipients ofAlP funds to be subject to federal commitments for only a briefperiod oftime, far less than the useful life ofa funded project, ifa modification was entered into at a date well after the initial grant date. It is entirelyreasonable for the FAA to have concluded thatsuch a position is not consistent with the underlying statutory scheme, and thus that a grant modification restarts the clock for the 20-year obligation period.7 Butitis not even necessaryfor the FAAto delve into therationale ofthese decisions, because the Ninth Circuit already dispositively has rejected the very proposition advanced bythe City here. In City and County of San Francisco v. FAA, 942 F.2d 1391 (9th Cir.1991), the Court adopted a deferential standard ofreview for the appeal ofan FAA finding that an airporthasviolated a GrantAssurance, explainingthat:

subsequent Ninth Circuit decisions have confirmed that Peterson is in fact the line of authority to be followed. See, e.g., Student Loan Fund ofIdaho, Inc. v. Department of Education, 272 F.3d 1155, 1162 (9th Cir. 2001). See also Imperial Credit Industries, Inc. v. FDIC, 527 F.3d 959, 969 (9th Cir. 2008) (distinguishing Clay Tower when agreement "included intrinsically regulatory terms of a type that the agency frequently employs its expertise in reviewing") (quotation marks and citation omitted). CfNat'/ Fuel Gas Supply Corp. v. FERC, 811 F.2d 1563, 1570 (D.C.cir. 1987) ("[a]s this court stated even before Chevron, there is room, in review of administrative agencies, for some deference to their views even on matters oflawlike the meaning ofcontracts, as on the meaning ofstatutes, wheretheunderstanding ofthe documents involved is enhancedbytechnical knowledge of industryconditions andpractices") (quotation marks and citation omitted). 6See, e.g., Airport Compliance Requirements, FAA Order 5190.6A, § 1-1 (October 2, 1989) (AlP "is a program to administer valuable rights obtained for the people of the United States at a substantial cost in direct grants offunds and in donations of Federal property. Such grants and donations are made in exchange for binding commitments designed to assure that the public interest would be served. The FAA bears the important responsibilityofseeingthatthese commitments are met").

7 Cf49 U.S.C.§ 47107(d), which requires the obligations accompanyinggrants to privatelyowned/public-use airports to have a duration of at least 10 years; but the City's position potentially would allow modifications of grants to publicly-owned/public-use airports to have obligations that endurefor less than 10years. Thatresultwould be inconsistentwith the general intent ofthere being longer obligation terms for publicly-owned airports than for privately-owned airports.



### 8The conditions Congress imposed on the grantto local airport proprietors of money from the Airport and Airway Trust Fund are designed in part to insure the maintenance of conditions essential to an efficient national air transport system.

... Pursuant to this statutory scheme, San Francisco received grant offers

.... A grant agreement based on such an offer is not an ordinary contract, but part of a procedure mandated by Congress to assure federal funds are disbursed in accordance with Congress' will

.... While we review questions of statutory interpretation de novo, we accord substantial deference to the interpretation adopted by the agency charged with administeringthe statute. !d. at 1395-96 (emphasis added).S The same standard should be applicable in this case. Santa Monica

- by virtue of its argument that its obligations expired earlier this year
- effectivelyhasrepudiated all ofthe GrantAssurances, contraryto the statutoryschemethat the FAA is empowered to enforce, and the FAA's interpretation of the durational consequences ofthe 2003 modification mustbe made inthat context, in which the FAA has considerable discretion. See also the Complainants Answer to the Motion to Dismiss, at4-5. Even apart from thebroad discretion afforded the agency, to the extentthatthe City argues that certain language in and circumstances surrounding the 1994 grant and 2003 modification nevertheless support its interpretation ofwhen the 20-year obligation period begins and ends, the Complainants do not believe that the City has provided any basis for the FAA to reconsider its position. For example, the City looks to language in the 2003 modification which states that "[a]II other terms and conditions of the Grant Agreement remain in full force and effect." Answer, at 19. This does not mean that the 20-year duration period of the 1994 grant was unchanged, but that the incorporated assurances continued in effect and attached to the modification. Their duration post-modification, for the reasons noted above, remained subject to FAA's interpretation.9 Thus the City's

s See also Bennettv. Kentucky Departmentof Education, 470 U.S. 656,670 (1985) ("[u]nlike normal contractual undertakings, federal grantprograms originatein and remain governed by statutory provisions expressing the judgment of Congress concerning desirable public policy" and distinguishing U.S. v. Seckinger, 397 U.S. 203, 210 (1970)); Boca Airport, Inc. v. Boca RatonAviationAuthority, docket nos. 16-04-02/FAA-2004-17324, Final Decision and Order, at 8 (November 29, 2004) ("FAA's interpretation ofits grant assurances is entitled to substantial deference"). 9 Additionally, although the Complaint emphasized the 2003 grant modification for the purpose of calculating the duration ofthe City's obligations, as the Answer acknowledges (at 5 and ExhibitA), another modification previouslywas made in 1999. To the extentthat the City now asserts that the 2003 modification could not have triggered a new 20-year obligation period for the reason that it only altered the FAA's "maximum financial obligation," see Answer at 19, the City appears to implicitly concede that the 1999 modification

- which was substantive in scope, see supra footnote 2

- could trigger a new (continued

...)

9agreement to accept additional federal monies in 2003 served to extend its obligations until 2023, pursuantto the FAA's reasonable reading ofthe underlying language in light of the overall statutory purposes of AlP. See, e.g., Trustees ofSouthern Cal. IBEW-NECA Pension Trust Fund v. Flores, 519 F.3d 1045, 1047 (9th Cir. 2008) ("[w]e interpret written terms in the context ofthe entire agreement's language, structure, and statedpurpose"). Lastly, the City claims that itwould nothave entered into the 2003 modification ifit had understood the modification to restart the 20-year clock of its obligations, given that the 1984 Settlement Agreement was due to expire on july 1, 2015. See Answer, at 18. Respectfully, the City has a long track record of misinterpreting its Grant Assurance obligations, which has necessitated repeated administrative and court proceedings

- at significant cost and burden to the FAA and third parties -to ensure the City's compliance with its federal obligations. See, e.g., City of Santa Monica v. FAA, 631 F.3d 550 (D.C. Cir. 2011); Bombardier Aerospace Corp. v. City ofSanta Monica, docket nos. 16-03-11/FAA2003-15891, Director's Determination (January 3, 2005).1° Even if the City's representation in this case is accepted as sincere

- despite the lack of any documentary supporttherefor

- it provides no basis to now argue thatthe FAA's interpretation ofthose commitments was out of step with the underlying statutory program, or that the FAA's existing position should not be affirmed by this proceeding. See, e.g., Morris v. Redwood Empire Bancorp, 27 Cal.Rptr.3d 797, 809 (Cal. App. 2005) ("it is reasonable to expect even an unsophisticated businessman to carefully read, understand, and consider all the terms ofan agreement affecting

... a vital aspect ofhis business"). Conclusion The FAA has an obligation to.ensure that grants made from the Airport and Airway Trust Fund, via the Airport Improvement Program, are used wisely throughout the useful
20-year obligation period. Thus, even by the City's own reasoning, its grant obligations endureuntil2019.

1o Unfortunately, the City's Answer in this proceeding appears to include another such misunderstanding. The City asserts thatthe construction ofblastwalls -theprojectfunded bythe 2003 modification- in 1994was anticipated as a "Phase 2." See Answer, at 17. But that is not what actually was said in the grant application cited by the City, and most recently docketed as part of Exhibit Ato its Answer. The City at that time sought funding for "Phase II" blastwall construction, to supplement an already completed "Phase !"; as the City stated, it previously had "placed walls near the departure runup areas." See Program NarrativeApplication for FederalAssistance, at 1. In otherwords, thelanguage citedbythe City did not anticipate multiple phases to the projects funded by AlP grants. In any case, evenif"multiple Phases"were anticipated as the City asserts (also relying on a reference to "future grant amendments" in the 1994 grant), the City has not and cannot explain why such an expectation in itselfwould in anyway prevent later modifications from extending the duration ofthe City's obligations, consistentwith theissues discussed above.

10life ofthe project funded. Accordingly it is reasonable for the FAA, in light ofits statutory responsibilities, to interpret the duration ofthe assurances that accompany AlP grants to run for a 20-year period from the date that a modification is made to such a grant and not from the original grant date. For that and the other reasons stated herein, the Complainants request that the FAA deny the Respondent's requests to dismiss the Complaint, and proceed to issue a Director's Determination specifically finding that the GrantAssurances at SMO are effective through August 2023, and take any actions that are necessaryand appropriateto ensure currentand future compliancewiththose obligations.

1700DeckerSchool Lane Malibu,CA 90265 310-503-7286

11Certificate ofService Ihereby certifythatIhave this daycaused theforegoing answertobe servedon the following personsbyfirst-class mail with a courtesycopybyelectronic mail: Rod Gould City Manager City ofSantaMonica 1685 Main Street, Room 209 Santa Monica, CA 90401 rod.gould@smgov.net Marsha Moutrie, CityAttorney joseph Lawrence,Assistant CityAttorney Lance Gams, Deputy CityAttorney Ivan Campbell, Deputy CityAttorney City ofSantaMonica 1685 Main Street, Room 310 Santa Monica, CA 90401 marsha.moutrie@smgov.net joseph.lawrence@smgov.net lance.gams@smgov.net ivan.campbell@smgov.net Stelios Makrides Airport Manager City ofSantaMonica AirportAdministration Building 3223 Donald Douglas Loop South Santa Monica, CA 90405 stelios.makrides@smgov.net Dated this 30th dayofOctober, 2014.

1700DeckerSchool Lane Malibu, CA90265 310-503-7286

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