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SECEDW 

NOVO 5 2009 

AIRPORTS/ENVIRONMENTAL 

LAW. AGC-600 • 

BAIRD, WILLIAMS & GREER, L.L.P. 

6225 NORTH 24TM STREET, SUITE 125 

PHOENIX, ARIZONA 85016 

TELEPHONE (602)256-9400 

Daiyl M. Williams (004631) 

Attorneys for complainant 

UNITED STATES DEPARTMENT OF TRANSPORTATION 

FEDERAL AVIATION ADMINISTRATION 

r 3 

' i t 

-' — ( 

Valley Aviation Services, LLP, an Arizona 

limited liability partnership, 

Complainant, 

No. 16-09-06 

Response to Motion to Dismiss 

vs. 

The City of Glendale, an Arizona 

municipality. 

Respondent. 

The city's answer to the complaint in this matter and its motion to dismiss are both 

schizophrenic and disingenuous. They are schizophrenic because they are contradictory and take 

positions for purposes of convenient arguments, and they are disingenuous because they lack the 

candor of reality to present a false appearance of simple frankness that is, in reality, legerdemain: 

slight of hand to hide the real facts. Much of this is based upon undocumented, conclusory 

statements that are just not correct, particularly as they relate to attempts of settlement, the 

substance of Valley Aviation's prior, informal attempts to have the FAA intervene, and the 

supposed change in policy which benefits Valley Aviation Services. 

Each of the city's arguments will be considered in turn. 

I. BACKGROUND 

The motion to dismiss sets forth what the city claims is the history of Valley Aviation at the 

Glendale airport. At page ten it addresses a complaint made by Valley Aviation to the FAA in 
1 1999 as though this were a prior Part-16 complaint that dealt with the very same issues being 

2 raised in this case. In point of fact, it was not a prior Part-16 complaint, but an informal request 

3 that was made to the regional office to look into some discriminatory practices that had nothing 

4 to do with the issues raised in this case. The letter precipitating that complaint is attached as 

5 exhibit A to this memorandum. It is dated April 17, 1999, and it was sent to the FAA regional 

6 office in Los Angeles. The issue raised in that complaint was whether there was some economic 

7 discrimination because Valley Aviation's lease is for an entire parcel of approximately nineteen 

8 acres, whereas leases were being made with tenants at the north end that were footprint leases 

9 only; i.e.. Valley Aviation was required to maintain the hangar footprint and the ramp and taxiway 

10 space on the entire nineteen acres, including security, lighting, paving, striping, landscaping, and 

11 sweeping, while the north end hangars only had to pay rent for the footprint of their hangar with 

12 the city maintaining the ramp and taxiway areas. The issues raised in the 1999 letter to the 

13 regional office, which was not a Part-16 complaint, are not at issue in this case. The city knows 

14 that complaint raised none of the issues raised in this case, so the arguments based upon some sort 

15 of res judicata or collateral estoppel effect are a brazen misrepresentation. As a result, claims that 

16 the 1999 issue of lease terms somehow resolves this issue is palpably false. 

17 The history of the relationships between Valley Aviation and the airport goes on to say that 

18 Cathy Gorham, the director of city manager relations, has been making attempts to smooth things 

19 over since October 2007, attempting to arrange meetings, etc., that Valley Aviation has avoided. 

20 Not only is there no factual support for these statements, they are incorrect. Attached hereto are 

21 the affidavits of both George Van Houten and Clare Pryke that attest to the numerous efforts and 

22 attempts to work toward a resolution and settlement. 

23 It is also incorrect for the motion to argue that the current airport manager, Judy Skeen, has 

24 been completely accommodating. And that she has never heard before this complaint of claims 

25 
1 of discrimination. Again, the affidavits attached hereto of George Van Houten and Clare Pryke 

2 put the lie to that argument. 

3 The discussion about Ms. Skeen's assurance to Clare Pryke that maintenance activity was 

4 permitted in Valley Aviation's hangar without written consent. Motion to Dismiss at 13, is part 

5 of the schizophrenia at work here. The city's answer to paragraph 38 of the complaint says: 

6 Respondent admits that maintenance, other than preventive 

maintenance, may not be performed in hangars on the Airport without 

7 the written consent of the Airport and denies that Glendale prohibits 

subtenants in VAS [Valley Aviation] hangars from performing 

8 maintenance under the same circumstances that Glendale permits 

subtenants elsewhere in the Airport to perform those maintenance 

9 activities. 

10 One wonders, therefore, why it is the answer says written authorization is required but the motion 

11 to dismiss argues that such activity is permitted. 

12 This sleight of hand is consistent with the city's course of conduct in dealing with Valley 

13 Aviation for almost two decades. The city has repeatedly made attempts to place Valley Aviation 

14 in default of its lease in order to justify a termination of the lease. It has communicated, 

15 repeatedly, both orally and in vmting, that the provisions of the Valley Aviation lease will be 

16 strictly enforced. The lease itself requires written permission for all but a very narrow class of 

17 aviation activities. Written permission is requested, but refiised. Then, if Valley Aviation's tenant 

18 does what other tenants do in the north end hangars, the airport manager demands that they be 

19 evicted. So Valley Aviation was forced to adopt a policy of requiring written permission. But such 

20 is never given. More recently, the current airport manager said, "I won't tell your tenants what 

21 they can do, what they can't do, nor will I put anything in writmg." See Affidavit of George Van 

22 Houten, exhibit B. 

23 It does no good to rehearse a litany of interactions with Valley Aviation and its manager or 

24 Mr. Van Houten, at forums or meetings where it would be inappropriate to bring up such claims. 

25 It is also misleading for the city to argue that its demand in January 2009 that Valley Aviation 
1 lower its hangar rents or be in default of its lease was not a notice of default preliminary to an 

2 eviction, but merely an attempt to comply with the grant assurances between the city and the 

3 Federal Aviation Administration based upon the study that Glendale had done. What Glendale 

4 does not address is the fact that the principal comparables are based upon rental rates at city5 owned airports with city-owned hangars that are heavily subsidized by the cities. Nor does the 

6 comparison deal with the fact that privately-owned hangars at these airports lease for four and five 

7 times as much. The report also disregards the rental rates for hangars at the Glendale airport and, 

8 of course, does not deal with the reality that even though Valley Aviation lowered its hangar rates 

9 to avoid eviction as a result of the January 2009 demand by the city, there has not been an increase 

10 in the number of tenants occupying its hangars. The reason for that has nothing to do with prices: 

11 it has everything to do with the fact that other hangars at the Glendale airport and hangars at other 

12 airports as well, all allow the tenant to do more than just park their airplane in the hangar. 

13 The city's notice of default pertaining to the issue of rents was but the latest episode of 

14 tortious interference of a business contract by the city. Since Valley Aviation observes all 

15 requirements of its lease with the city, and pays its rent on time, it should be afforded the quiet 

16 enjoyment of its lease pursuant to article 13 of the lease agreement. One of the previous airport 

17 managers, Mark Ripley, has indicated that around 2003, the city began to view the north end 

18 condo hangar users as "owners" versus Valley Aviation, which they viewed as a "tenant." In fact, 

19 there is no difference or distinction under the law between the owners of the north end hangars, 

20 which are located on leased premises, and those developed and owned by Valley Aviation, also 

21 located on leased premises. There can be no justification in creating separate policies, rules, or 

22 standards based on this artificial distinction. 

23 There can be no doubt that the city's decision to control Valley Aviation's rents brought 

24 discrimination issues to a head. But these issues did not stop attempts to resolve matters with the 

25 city. 
1 A letter was written to Judy Skeen following her demand for lowered rents. That letter is 

2 attached as exhibit D to this response. As that letter says on page one, tenants are allowed to 

3 ignore the rules and regulations at the north end hangars, and therefore they are willing to pay high 

4 rents there because of what they can do. On page four it was pointed out that even the city, which 

5 charges lower rents for tie-downs, allows things to be done on its ramp that cannot be done in 

6 Valley Aviation's tie-downs: "throw fuel samples on the ramp, leave personal property alongside 

7 their airplanes, run up engines, conduct maj or maintenance and reconstruction proj ects, paint and 

8 sand their aircraft, drive across areas of the ramp which are closed to vehicular traffic, park their 

9 cars, wash and wax their airplanes, and generally ignore the city's rules." 

10 The letter also points out the numerous tenants that have been sent to Judy Skeen for 

11 permission to engage in use similar to other hangars on the field, trying to get the written 

12 permission required under the lease, and, inadvertently required in all of the leases on the airport, 

13 but Ms. Skeen has denied every one of those, and as a result, every one of those tenants is now 

14 a north end resident. Moreover, as explained in the letter, Ms. Skeen has even informed tenants 

15 and potential tenants of Valley Aviation, that they cannot even change the oil in their airplane, 

16 while tenants in other hangars at Glendale airport and on the city's ramp, change their oil 

17 routinely. The letter also explains that owners at other hangars and on the city's ramp routinely 

18 break fuel lines, but that is not allowed in Valley Aviation's hangar. And, since the date of Mr. 

19 Van Houten's response, February 11, 2009, over 100 potential tenants made enquiries about 

20 becoming tenants at Valley Aviation's hangars only to go elsewhere when they discovered the 

21 restrictions imposed by the city of Glendale. Most of these went to the north end hangars where 

22 there are virtually no restrictions at all. 

23 On page five of this letter, Mr. Van Houten explains to Judy Skeen that there are many 

24 letters from 1992 to 2007 threatening eviction if the rules were not followed at Valley Aviation 

25 Services, while there was a blatant and wholesale disregard of these rules on the north end, the 
1 city even allowing washing and waxing on its open ramp space, what is probably a violation of 

2 the Environmental Protection Act. On page six of this letter, Mr. Van Houten makes it clear that 

3 tenants violating the rules will continue to be sent to the city for a written waiver before eviction 

4 but, of course, none have been given, 

5 Page seven of this letter reflects the attempts by Mr. Van Houten to meet with the city 

6 manager, all to no avail, as shown by the affidavit of Mr. Van Houten attached hereto, he has been 

7 repeatedly informed that the onsite airport managers and employees can do nothing, so he has to 

8 talk directly to city management, not airport management. 

9 Page eight of this letter describes a series of open violations that are tolerated at the north 

10 end while being prohibited on the south end: boat storage; RV storage; bus storage; construction 

11 equipment materials; movable fuel storage tanks; utility and travel trailers; automobiles; 

12 motorcycles; disabled and collector vehicles; tires; business records; exercise equipment; personal 

13 property and furniture; scores of prohibited chemicals and flammable materials; non-aviation 

14 businesses, including auto racing teams, hobby shops, cabinet makers and retail companies; 

15 unbridled use of alcoholic beverages; barbeques; welders; full-time battery chargers; indoor 

16 fueling activities; derelict airplanes; unregistered and uninsured home-builts; many hangars 

17 completely devoid of any aviation uses because there is not even room for an airplane. 

18 All of the foregoing not only violates the airport rules and regulations and grant assurances 

19 that the airport will be used for aeronautical purposes, it does not deal with reality that Valley 

20 Aviation Services, per page eight of the letter, has evicted more than 275 tenants because of the 

21 city' s punctilious observance of the rules with regard to Valley Aviation, but wholesale disregard 

22 of them with respect to other operators. See page eight of the letter. As set forth on page nine of 

23 Mr. Van Houten's letter, there is a daily flow of flea-market items from hangars prior to the two 

24 months' advance notice the city gives the inspections on the north side, with an immediate return 

25 
1 of those items after inspection, including instructions by the staff not to look for violations on the 

2 north end, while there was rigid violation enforcement at Valley Aviation's hangars. 

3 II. GOOD FAITH ATTEMPTS AT SETTLEMENT 

4 The city of Glendale argues that the instances of good faith attempts at settlement set forth 

5 in the complaint are inadequate because, they say, attempts have been focused on circumventing 

6 the airport manager, and that Valley Aviation did not follow up with the meeting held with the city 

7 of Glendale's attorney on March 3,2009. It is argued that the city's permission granted to store 

8 one disabled aircraft for three month shows the city's willingness to work with Valley Aviation 

9 Services. 

10 The problem with these positions taken by the city of Glendale is that they ignore reality. 

11 Valley Aviation, six months before the notice of default in January 2009, lost over 100 potential 

12 tenants because of an inability to get the cooperation of the city so that hangar tenants can do what 

13 all hangar tenants do in their hangars. Attempts to get v^itten permission from the city, a 

14 requirement acknowledged by the city of Glendale in its answer, have been futile. Another 

15 problem with attempts at settlement is the fact that Valley Aviation has been repeatedly told that 

16 onsite airport management can do nothing without the approval of the city manager or the mayor. 

17 As a result of this, therefore, when the letter of February 11, 2009, was sent to the airport 

18 manager, it expressed a desire to meet with the mayor. If the manager had been willing to meet 

19 and had the power to do something. Valley Aviation Services certainly would have done that, but 

20 that has not been the reality of management of the airport. 

21 There was a meeting with the city attorney that was precipitated by this February 11,2009, 

22 letter, but the city attorney' s meeting was perfunctory. The day after the meeting, the city attorney 

23 sent the undersigned a letter, attached as exhibit E, that explained in the first paragraph that he had 

24 not been involved, but had gathered some background information that enabled him to 

25 characterize Mr. Van Houten's February 11 letter as full of "misstatements and accusations 
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... indicative of the difficulties that the City has long experienced with him." The city attorney 

then supports Ms. Skeen's notice of default and in response to all of the accusations set forth in 

the letter, including the meeting with counsel where photographs were displayed, Mr. Tindale 

says: 

Mr. Van Houten's letter .. . is full of inaccurate statements. I do not 

believe it is a good use of anyone's time to address each accusation 

individually and will merely dispute them in their entirety. 

Id. page 1. On page 2 of his letter, the city attorney said that he had concluded that all rules, 

regulations, and stJindards are applied consistently to each business, that he had never denied a 

request for uses or for tenants, only one tenant had been submitted for approval, and he simply 

does not plan to get involved, and thus there is a legal issue. Id. page 2. 

This response by the city attorney hardly justifies the city of Glendale now saying that Mr. 

Tindale was simply waiting for some evidences of real violations at the city of Glendale before 

he took action, when Mr. Van Houten's letter fully described all of those violations and the 

meeting with counsel underscored and highlighted what was going on, including photographs. 

What really happened was just a brush-off with the statement that the city was not going to get 

involved unless there was some legal action. The following statement, therefore, contained in the 

memorandum filed by the city of Glendale is, once again, lacking candor, disingenuous, and a 

misrepresentation. 

The Complaint also does not note that VAS [Valley Aviation] never 

provided the information to support the allegations requested by 

Glendale attorneys, other than through the civil and Part-16 complaints. 

Motion to Dismiss, p. 19. 
1 The reality of the situation is that Valley Aviation has attempted at every turn to cooperate 

2 with the city, negotiate with the city, get the city to accede to its requests and permit the activities 

3 in Valley Aviation's hangars that are de rigeur in the hangars on the north end. 

4 The city also notes in its motion to dismiss that Valley Aviation's meeting with an FAA 

5 compliance officer and tour of the airport resulted in a surprised FAA official when the Part-16 

6 complaint was filed. In point of fact, that FAA official encouraged Valley Aviation to file the 

7 Part-16 complaint, even explaining where to look in the code of federal regulations for the 

8 necessary requirements and he requested that after the formal complaint was filed, that he be 

9 given a copy because he, ultimately, would be charged with looking at it. The particular paragraph 

10 of the FAAR involved, paragraph 16.21, does not obligate the FAA official to engage in 

11 mediation or settlement discussions. It merely makes him available. When the violations are as 

12 egregious as they are in this case, and the city has made it clear through its city attorney that it will 

13 not respond unless there is some sort of legal action, one has to wonder how the city can make the 

14 argument it makes with a straight face. 

15 The argument the city makes becomes even more embarrassing when it cites from Tony 

16 Garcia's letter in 1999 that dealt with issues not raised in the recently filed complaint as an 

17 argument that somehow Valley Aviation has not attempted before and since 1999 to resolve these 

18 issues all to no avail. 

19 III. THE CITY'S CLAIM THAT VALLEY AVIATION'S COMPLAINTS 

20 WERE ADDRESSED IN 1999 

21 

22 Beginning at page twenty-four of its motion to dismiss, the city of Glendale makes an 

23 argument that taxes credulity. It argues that the 1999 informal complaint resolved issues being 

24 raised in this complaint. A review of that letter to the regional office of the FAA in 1999, 

25 however, shows that none of the issues in the present formal complaint were the subject of the 
1 letter vmtten to the FAA's regional office in 1999. There is no rehashing in this Part-16 complaint 

2 of old issues that have afready been considered by the FAA. It is not enough to say that letters 

3 evincing the ongoing discrimmation written before 1999 should not be considered any more than 

4 it is appropriate for the city of Glendale to say, as it does on page twenty-four, that the FAA 

5 determined in its 1999 complaint the factual issue set forth in paragraph fifteen of the Part-16 

6 complaint, to wit, when it was that rigid enforcement of rules came into full blossom. The 1999 

7 letter to the regional office had nothing to do with this. Likewise, the 1999 letter had nothing to 

8 do with paragraph sixteen of this Part-16 complaint, dealing with the forced eviction of the 

9 Glendale Police Department and tenants who wanted to do maintenance in their hangars. 

10 Likewise, the 1999 letter to regional counsel had nothing to do with the allegations from 

11 paragraph twenty-three of the Part-16 complaint that complains that the Maricopa County Sheriff 

12 is allowed to use a hangar to store an armored car, mobile command center, guns, and munitions. 

13 Although it perhaps only merits a footnote, it is noteworthy that the city of Glendale's 

14 response to eighteen of the forty paragraphs in the Part-16 complaint include the claim that it is 

15 without knowledge or information sufficient to form a belief This includes, for example, the 

16 name and address of the complainant and respondent; the fact that the sheriff uses a hangar on site 

17 to store equipment and munitions; the fact that there are photographs attached to the complaint 

18 showing the remains of a large recreational vehicle that caught fire in an north end hangar, along 

19 with other equipment stored in that hangar; the fact that the city required the eviction of so-called 

20 derelict aircraft from Valley Aviation's hangars that are now stored on the city' s ramp, along with 

21 photographs; etc. If the city says it is without knowledge and information to identify a bus that 

22 burned in one of the hangars on the airport where the city fire department responded to put it out, 

23 you have to wonder about the candor of the respondents. 

24 As a part of the motion to dismiss, there is additional subterfuge because of irrelevant issues 

25 that are raised when Valley Aviation was asked to allow its leasehold to be used by the city and 

10 
1 others during the Super Bowl with the result that the city was "forced to used intermediaries, such 

2 as the Glendale Airport Pilot's Association, to obtain any cooperation from VAS [Valley 

3 Aviation] in connection with plaiming for that event." Motion to Dismiss at 20. This red herring, 

4 of course, has nothing to do with the discrimination issues raised in the Part-16 complaint and it 

5 is inconceivable that the Glendale Airport Pilot's Association, the association of the north end 

6 hangars, would ever, have ever, or could negotiate on behalf of the city with regard to the lease 

7 between Valley Aviation and Glendale. 

8 IV. CITY'S CLAIM OF EQUAL TREATMENT OF ALL TENANTS 

9 At page twenty-six of its motion to dismiss, the city commences an argument which is both 

10 ironic and tantamount to an admission of disparate treatment. It argues that the airport's policy 

11 has metamorphosed beyond the airport's rules and regulations so that Valley Aviation is the 

12 beneficiary of this changed policy. This is an ironic argument, of course, because it seems like an 

13 admission that Valley Aviation has been able, since the institution of this Part-16 complaint, to 

14 do everything in its hangars that the city, ignoring the rules and regulations, allows to be done in 

15 the north end hangars. It is tantamount to an admission because the city acknowledges the fact that 

16 the activities in the north end hangars violate the rules and regulations and, therefore, violate all 

17 those north end leases. Its only solution, therefore, is to argue that there is some current airport 

18 policy that overrides the rules, regulations, and the discriminatory conduct which has been 

19 ongoing. At page twenty-eight of its motion, the city says: 

20 Simply put, the Airport would have no objections if VAS [Valley 

Aviation] subtenants used their hangars for the storage of non21 aeronautical materials to the same extent as the tenants and subtenants 

of the north-end hangars, so long as such usage is consistent with the 

22 current Airport policy. The current Airport policy continues to require 

that an aircraft either be in the hangar, or that room is maintained in the 

23 hangar for the aircraft and that an aircraft must be identified to the 

Airport for storage in the hangar. 

24 

VAS of course has the right to restrict its subtenants to standards more 

25 stringent than the current Airport policy if it so chooses. For instance, 

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1 VAS may enforce standards such as those articulated in the Airport's 

2004 Rules and Regulations. However, if VAS chooses to allow its 

2 subtenants to store nonaeronautical materials in the south-end hangars, 

and if an aircraft is present or room is maintained for an aircraft, the 

3 Airport will not obiect to that storage. VAS has been, and will continue 

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to be, freated equally to the other tenants and subtenants at the Airport, 

This is nice and high-sounding language, of course, but it is false. Since the Part-16 

complaint, the city has refused to grant written permission for tenants at Valley Aviation's hangars 

to store non-aviation equipment. Within the last week, on October 23,2009, for example, a tenant 

was refused permission to store his golf cart in his hangar. See Affidavit of Clare Pryke attached 

as exhibit C. Since March of 2007, twenty existing or potential tenants have been sent to Skeen 

to make appeals to Skeen personally, or they have been accompanied by Clare Pryke in an attempt 

to get Skeen to agree to a motorcycle being stored in an hangar, breaking fuel lines to replace a 

wing on an airplane, to do a complete renovation, including removal of an engine, and do annual 

inspections of an aircraft. 

The city may say that non-aeronautical uses, materials, and storage is okay, but what they 

say and what they do are different things. 

When it comes to specific examples of discrimination, the city is equivocal. The city says 

it allows anyone to discharge fuel on the ramp. Not at Valley Aviation Services. They say 

maintenance was permitted in Valley Aviation's hangars; it was until the city told Valley Aviation 

it had to evict the tenants. The city says storage of a disabled vehicle has been allowed for three 

months; the city allows storage of disabled vehicles elsewhere on the airport indefinitely. With 

regard to the tie-down of the PBY, which is presently parked on the city's ramp, the city of 

Glendale, incredulously, says that Valley Aviation does not have tie-down space for such a hangar 

when the city knows Valley Aviation does. The city says it is not clear when evictions were 

required because of sfrict enforcement of the rules; the city just ignores the fact that it is, to this 

day, refusing to allow non-aeronautical uses and is still sfrictly enforcing the rules against Valley 

12 
1 Aviation Services. The city says that it always gives adequate notice—sixty days before inspecting 

2 hangars. Attached is the affidavit of George Van Houten, however, that shows that has not been 

3 the case at Valley Aviation, where unaimounced, on-the-spot inspections have taken place, and 

4 the city has even said it will cut the locks off if it cannot get in. 

5 As a part of its argument that it is consistent in its application of its rules or, apparently, its 

6 metamorphosing policy, the city says that violations of its current policy, which only require space 

7 for an aircraft, will be investigated. How, then, does the city justify the fact that the Maricopa 

8 County Sheriff, according to the pictures submitted with the Part-16 complaint, occupies an entire 

9 hangar with munitions and armored cars and tanks, leaving no room for an airplane, unless, of 

10 course, a paper or model airplane qualifies. In response to the minimum square footage 

11 requirement for commercial operators, the city attaches a resolution adopted by the city counsel 

12 allowing Cactus Hangars to operate below the minimum because it built on a remnant parcel. 

13 However, that argument does not explain the discrepancy in other cases. For example, Glendale 

14 Airport hangar building number 2, owned by Mike Ruiz, is totally a commercial operation, but 

15 the square footage requirement is not satisfied. 

16 V. RENTAL RATES ARE NOT THE PROBLEM 

17 Continuing to grasp at sfraws, the city attaches two letters to its motion to dismiss to 

18 demonstrate the reason for Valley Aviation' s hangar vacancies. One is a letter written by Michael 

19 Skrzecz to Michael Munroe, exhibit NN to the Motion to Dismiss. The letter was written on April 

20 24, 2007, and says that the lease rates were too high, so he had to move his airplane to Marana 

21 airport in Tucson. The problem with this letter is the fact that Glendale is 127 statute miles from 

22 Tucson. The Marana airport, which is near Tucson, is 110 statute miles from Glendale. It certainly 

23 makes sense that someone offended by high hangar rents would move his plane more than 100 

24 miles away, to an out-of-the-way airport. Although hearsay is permitted in administrative 

25 proceedings, this letter is so incredible that it should be disregarded. 

13 
1 The next letter attached in support of this argument was written on July 31,1998, and it also 

2 complains about high rental rates, but Valley Aviation's hangars were full after this letter, at the 

3 rates then being charged, and Valley Aviation only lost its tenants after a change in airport 

4 managers with the replacement airport manager deciding to refuse written permission and require 

5 eviction of tenants. The rents are not the problem. The problem is the discriminatory freatment 

6 against Valley Aviation. 

7 VI. POLICIES UNDER REVIEW 

8 As a part of the metamorphosing policy at Glendale airport, the city also says that a policy 

9 review is underway and the rules and regulations are being rewritten. There is, indeed, an ad hoc 

10 committee to review the rules, but something that may happen in the future is not answer to the 

11 presently-existing discrimination and what has happened in the past. Moreover, it is not clear that 

12 any proposed regulations will pass muster of the grant assurances. 

13 VII. VIOLATION OF GRANT ASSURANCES 

14 It is not until page thirty-seven of the city's forty-one page motion to dismiss that the city 

15 begins to deal with issues of grant assurance violations. The issues it raises are essentially legal 

16 ones and are inconsistent with the purposes of airport grants and the development of airports using 

17 federal money for aeronautical purposes. 

18 With regard to grant assurance 19, the city says that it can do anything on a federally funded 

19 airport as long as what it is doing does not interfere with aeronautical uses. The pertinent language 

20 from assurance 19, however, is emphatic: 

21 It [the grant recipient] will not cause or permit any activity or action 

thereon which interferes with its use for airport purposes. 

22 

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The word "thereon" refers to the airport, the ground within the fence. This does not mean that the 

city can accept federal grant money to improve an airport taxiways and ramp and then lease space 

for construction of aircraft hangars in which the city then allows cabinet shops, racing teams, car 

14 
1 storage, and other non-aeronautical activities because such activities do not interfere with the use 

2 of the airport for airport purposes. The reductio ad absurdium of this argument is the construction 

3 of an airport with federal funds that has a well-maintained airport, with dozens of hangars, one 

4 of which is occupied with one airplane that flies in and out of the airport, while the rest are 

5 occupied by commercial businesses that have nothing to do with aviation activities. 

6 No, the purposes of federal airport grants is to improve and maintain airports for airport 

7 purposes. 

8 Grant assurance 24 obligates the airport to maintain a fee and rental structure for facilities 

9 and services of the airport that will make the airport as self-sustaining as possible. The way the 

10 airport does this, of course, is that it requires licensing of commercial operations like Valley 

11 Aviation Services, including necessary insurance, rent rolls, collection of taxes, etc. What is not 

12 allowed is an association of hangar owners who act like Valley Aviation Services but do not have 

13 the same insurance requirements and the rental payments, etc., are all made without the associated 

14 collection of taxes and fees that benefit the airport. Valley Aviation pays those fees and taxes. The 

15 other "hangar associations" do not. 

16 Grant assurance 25 runs hand-in-hand with grant assurance 24 because it requires revenues 

17 generated by the airport to be expended for the cap or operating costs of the airport that "are 

18 directly and substantially related to the actual air fransportation of passengers or property; or for 

19 noise mitigation." Implicit in this is the obligation to generate these revenues and use them in 

20 accordance with the grant obligations which is not being done for the sub rosa, black market-like 

21 hangar operators at the Glendale airport. 

22 Grant assurance 22 requires the city of Glendale to be non-discriminatory in the terms 

23 imposed on those who use the airport and its services. This includes, of course, rates and charges 

24 that the city charges its tenants, but it also includes other elements of economic discrimination that 

25 include the obligation of "the sponsor [to] establish such reasonable and not unjustly 

15 
1 discriminatory conditions to be met by all users of the airport as may be necessary for the safe and 

2 efficient operation of the airport." Grant Assurance 22(h). This grant assurance does not allow the 

3 city to discriminate in the sorts of things that can be done by its tenants who have hangars on the 

4 airport. Indeed, as set forth in the complaint, grant assurance 22(a), (f), (g), (h), and (i) are all 

5 violated because of the discriminatory conduct in this case. 

6 VIII. CONCLUSION 

7 The complaint in this case has substantial justification and merit. It demands investigation 

8 by the FAA. The arguments raised by the city of Glendale are without merit. 

9 Dated this ^ day of October 2009. 

10 

11 iBaryrM. Williams 

^fiird, Williams & Greer, LLP 

12 6225 N(krth 24*^ Sfreet, Suite 125 

Ph^nijj, Arizona 85016 

13 Attorneys for complainant 

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16 
1 MAILING CERTIFICATION 

2 Original and three copies delivered this 30th day of October 2009 via certified U.S. 

3 Mail, postage prepaid to: 

4 Office of Chief Counsel 

Attn: FAA Part 16 Airport Proceedings Docket 

5 AGC-610, Room 925 

Federal Aviation Adminisfration 

6 800 Independence Ave., S.W. 

Washington, D.C. 20591 

7 

8 

9 

I hereby certify that I have this day served the foregoing Response to Motion to Dismiss 

on the following persons at the following addresses via certified U.S. Mail, postage prepaid: 

10 The City of Glendale 

Attn: Craig Tindall, City Attorney 

11 5850 W. Glendale Avenue 

Glendale, AZ 85301 

12 

Ed Beasley, City Manager 

13 City of Glendale 

5850 W. Glendale Avenue 

14 Glendale, AZ 85301 

15 Judith Skeen 

Glendale Airport Manager 

16 6801 N. Glen Harbor Blvd., Suite 201 

Glendale, AZ 85307 

17 

Cathy Gorham, Director of City Manager Relations 

18 City of Glendale 

5850 W. Glendale Avenue 

19 Glendale, AZ 85301 

20 Thomas L. Toone 

Beer & Toone, PC 

21 76 E. Mitchell Dr. 

Phoenix, AZ 85012-2330 

22 Attorneys for Defendants 

23 // / 

24 // / 

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A copy of this Response to Motion to Dismiss has been delivered via certified U.S. mail 

this same day to: 

Mr. Tony Garcia 

Western-Pacific Region 

Federal Aviation Administration 

15000 Aviation Blvd. 

Hawthorne, CA 90250 

Anthony .Garcia(^jRAA.gov 

Jaiyl M. Williams, Esq. 

iaird, Williams & Greer, LLP 

6225>y24th St., Suite 125 

Phoenix, AZ 85016 

^ 

18 
Exhibit A 
Glendak Airport Haiigars 

6535 Glen Harbor Blvd. 

Glendale, Arizona 8530? 

Mr. Ellsworth Chan April 17, 1999 

FAA Regional Office 

Airport Division 

Los Angeles, California 

RE: Glendale Airport Hangar Leasee Discriminarion 

Dear Mr. Chan, 

As the major airport leasee at the Glendale Municipal Airport since 1992,1 have 

experienced an ever increasing amount of discrimination which has reached an 

intolerable level. I have discussed specific discrimination issues with your office during 

the 1995-1998 period and followed your staffs suggestions in an attempt to resolve 

these discrimination issues without an official investigation request to your office. The 

local environment has become economically destructive to my hangar leasing business 

and the direct operational expenses under the control of the City ofjQlendale are grossly, 

discriminatory toward Glendale Airport Hangars. 

The FAA Airport Grant Assurances are very specific on the leasing requirements an 

Airport Sponsor must adhere to insure ail leases are provided non-discriminatory 

relationships by the airport sponsor when conducting similar coounercial or non 

commercial operations. Effective 3-24-98 the City of Glendale issued a long term land 

lease to Cactus Hangar Association which severely discriminated against Glendale 

Airpon Hangars. Desert Hangars is another new association with several land leases 

issued for construction of hangars specifically for the use only of parking and storage of 

aircraft. The lease terms and conditions are similar to those issued to Glendale Airport 

Hangars. However, the land lease fees of these leases when compared are computed at a 

discount of over 60% to the land lease fee being paid by Glendale Airpori Hangars. The 

specific terms and conditions of these leases will be included as attachments to provide 

greater detail for your Airport Division investigation. 

The new leases are being provided complete taxiway, ramp and aircraft parking areas 

with asphalt surface maintenance and cleaning at no expense to the leasees. All of these 

areas were constructed with federal and state funds and are identified in our teases to be 

available to the public for the movement and transit of all aircraf). FAA Grant 

Assurances 24 states that rate basis in establishing fees, rates and charges will not be 

included for such federally funded areas. Glendale Airport Hangars land lease fee is 

presently calculated annually at. t3/sq. (I., for 827,540 sq. ft.,\^ich is our entire area of 

ramp, ta.\iways and hangar footprint area. Previous requests to adjust the land lease fee 

to a reasonable level has been denied by the City of Glendale. The new leasees have 

been given a hangar footprint only land lease at. 10 /sq. ft. fee rate. When you analyze 

CL00628 
Ac comparable fund costs between competing hangar leasing operations, tlie gross 

discrimination will be evident 

Glendale Airport Hangars have tie-<lown space for 48 tie-downs, however, since our tiedown footprint costs us approximately $33.00 / nM.each, we are unable to compete with 

the City of Glendale tie-down lease rates of SIO.OO to Sl5.00/mo.each. This competitive 

discrimination by the Airpori Sponsor has forced Glendale Airpon Hangars to forgo any 

tie-down business. In 199S, it was necessary to remind the City of Glendale that to 

compete as Airport Sponsor in direct hangar leasing operations without fill I consideration 

of the fixed costs we must include in our hangar lease rates was a violation of FAA Grant 

Assurances and they suspended planned competing airport sponsor hangar leasing 

operations. 

Now that approximately 33 hangars have been constructed by private operators for 

personal use and commercial leasing, Glendale Airport Hangars is losing an estimated 

10% of our customers due to the economic advantage these operators have with the lower 

land lease fees and provided routine airport ramp maintenance support. 

There are other discriminatory relationships wliich we have endured in the past six years. 

During the first introduction meeting with the Airpon Director, Ruth Fisher, she advised 

me that I had no business owning these hangars on the airpon and that the City of 

Glendale would e.\pect a sale of the property to them at the earliest opportunity. Since 

June 1992 the City of Glendale has at eveiy meeting and in correspondence suggested 

that Smith Enterprises consider selling our hangars if we were dissatisfied with the 

Airpon Sponsor relationship. Exorbitant land lease rates, total lack of airport 

maintenance support aitd numerous attempts to purchase our hangar properties at a 

fraction of market value are major discriminatory practices by the Airport Sponsor. We 

now document for your review leases and correspondence as you requested for a formal 

discrimination investigation. 

As the owner and operator of Glendale Airport Hangars, I request a full investigation of 

the gross discrimination practices affecting the economic survival of our hangar leasing 

operation. I consider this request as urgent and will await your Airport Division's reply. 

RV:hardJ. Smith 

Glendale Airport HKngars 

Glendale, Arizona 

cc: Mr. Daryl Williams Esq. 

cc: Mr. George G. Van Houten, consultant 

Atch's: Supporting Documents 

CL00629 
Exhibit B 
AFFIDAVIT OF GEORGE VAN HOUTEN 

State of Arizona ) 

)ss 

County of Maricopa ) 

George Van Houten deposes and says: 

1. I have been involved in the management and the operation of the hangars 

presently owned by Valley Aviation services, LLP, since the early 1990s. During that 

time, we have been required by the lease with the city of Glendale to obtain the written 

permission of the Airport manager for any uses which deviate from the specific hangar 

uses permitted in the lease. 

Article II, Section 3, Paragraph 2 (page two) of our lease clearly states: 

It is specifically understood and agreed upon between the 

Lessee and Lessor that the demised premises shall be sued 

only for the storage and parking of aircraft ... aircraft 

maintenance, repair, washing, commercial operation, or any 

other activity not specifically described in this agreement is 

prohibited unless prior written approval has been granted by 

the Aviation Director. 

2. This section of the lease has governed our management of the hangar 

operation for the past seventeen years. In the past, Ruth Fisher, Bruce Barrows, Jim 

McCue, Michael Munroe, and Mark Ripley, being all of the airport managers that have 

preceded Judith Skeen during our period of ovmership, have steadfastly insisted that we 

obtain written permission before allowing a use not specifically granted in our lease, or 

allowed under the published rules and regulations. However, despite sending numerous 

existing tenants and many more potential tenants to Judy Skeen's office to obtain such 
permission for their requested non-permitted uses, she has unilaterally refiised to grant 

approvals in writing and has thus withheld permission for uses outside the narrow scope 

of our lease. We have protested to no avail. Since she took office in 2007, we have not 

been allowed any variant to the specific and restrictive uses stated in our lease or allowed 

under the 2004 published rules and regulations. 

3. As has been made clear to Ms. Skeen and as is clearly stated in our rental 

agreement with our tenants (copies of which have been delivered to the airport manager 

and the city attorney's office on more than one occasion within the past year, copy 

attached hereto as exhibit 1), we strictly enforce the lease terms, rules and regulations, 

minimum operating standards, and the formal edicts of prior airport managers for fear of 

eviction if we do not, and we do not allow any non-permitted uses of our hangars not 

otherwise granted and approved by the airport manager in advance, in writing. We have 

done this because of warnings by the city that our lease will be strictly enforced and 

because of actual attempts by the city to put our lease in default based on uses not 

permitted by the lease. 

4. At no time has Ms. Skeen, or any city of Glendale representative notified us 

of any change in policy or relaxation of the lease terms, rules and regulations, or 

minimum standards as they pertain to our business. Ms. Skeen told me in person that her 

policy is one of non-intervention: "I won't tell your tenants what they can do, what they 

can't do, nor will I put anything in writing." That statement sums up the current brand of 
city leadership. She seems to be under the misguided notion that we have simply adopted 

a set of rules far more restrictive than they need to be and that we have overreacted to the 

previous threats of eviction by the city. Every rule we enforce, every policy we have in 

place, and every requirement imposed on our tenants has been forced upon us by our 

lease, by the published rules and regulations, by the published minimum operating 

standards, or by the prior edicts of airport managers. 

5. The city's answer to the FAA is the very furst indication that we have 

received telling us that a new set of policies has been adopted; moreover, Ms. Skeen has 

remained unchanging in her refiisal to grant written permission for variant uses. 

6. In 2003, Mark Ripley made a point of telling us that he was seeking the 

eviction of numerous north-end hangar tenants for violations of the rules, most notably, 

their failure to have an airplane present in the hangar and their egregious violations of the 

rules. Thus, we are warned to be very carefiil about breaking the published rules 

ourselves. At no time did Mr. Ripley or any subsequent airport manager inform us that 

new policies were being adopted that would serve to relax the established rules and 

regulations, minimum operating standards, or lease terms as they pertain to our operation. 

Mr. Ripley did allow variations from the strict use provisions of our lease and put such 

approvals in writing. See exhibits 2 and 3. Mr. Munroe, in 2006, made a point of telling 

us that he would hold us to fijll and strict compliance with the lease. He made 

unprecedented statements about limitations to our rights. He went so far as to tell us that 
we could not allow Cessna to use our nineteen-acre ramp during the Super Bowl for a 

corporate aircraft display, since our lease only allowed us to rent hangars and shades. 

This, despite the fact that Cessna was proposing to bring twenty jets to the airport for a 

static display and corporate hospitality event. 

7. We have not received any notice of change in policy and Ms. Skeen's 

unwillingness to codify any acceptable variations to use only serve to underscore the 

importance of observing strict compliance with the lease terms. 

8. We have made a good faith effort to work with the city of Glendale. My 

letter to Michael Munroe dated October 2, 2006, attached hereto as exhibit 6, summarizes 

the efforts that I personally undertook to improve the relationship. But we have been 

stonewalled at every juncture. After receiving my letter, Mr. Munroe informed me that 

there was no need to deal with us since he was told that we would not be tenants after 

2011 because Ed Beasley, the city manager, had informed him that he had no intention of 

extending our lease when it expired in 2011. When we informed Mr. Munroe that we had 

already extended our option to extend the lease to 2031, he said that the city manager had 

told him otherwise. 

9. In fact, unbeknownst to Mr. Beasly and Mr. Munroe, a deputy city attorney, 

Michael Bailey, the transportation manager Jamseed Mehta, and the Airport manager, 

Mark Ripley, had approved and accepted our lease extension, and a public notice of lease 

extension had been duly filed. With our lease legally extended by twenty years, we 
thought the city would then have more desire to meet with us and discuss ways to 

improve the relationship and work for the mutual benefit of our tenants and the citizens of 

Glendale. Nothing could be further from the truth. 

10. Both Mr. Munroe and city councilwoman Joyce Clark, who we met with on 

three occasions to ask that the city level the playing field and stop the discriminate 

treatment between tenants, told me personally that our proposals, suggestions, and ideas 

were dismissed by the city manager and that we would not get an audience before him or 

the city council. She seemed sincerely frustrated by this attitude on the part of Mr. 

Beasley. Further, both these individuals told me that it served no purpose whatsoever to 

make the proposals through them, but, rather, that we must obtain a diret meeting with the 

city manager or nothing would ever change. It became very clear to us during the 

2004-2006 time frame that Mr. Beasley had ulterior motives, namely, that he intended to 

force us off the field and that he would not deal with us in good faith to resolve our 

complaints about disparate treatment and violations of the grant assurances. 

11. At no time after Judy Skeen's appointment as airport manager did she call 

us with questions or suggestions, walk down to meet with us, or make an attempt to 

understand our concerns. In fact, we were told by personnel at the airport that she had 

been instructed not to meet with us. 

12. Before the Super Bowl in 2007, we were informed by the Rightpath 

Development Group that they had arranged for Mr. Beasley to meet with us, but only to 
discuss the use of our ramp for aircraft parking which would benefit Rightpath, as the 

FBO. His personal assistant Cathy Gorham informed us that no other agenda would be 

permitted. This is not how parties to a contract should deal with one another. We were 

stonewalled again and have been since. 

13. After all of this, I wrote letters to Judy Skeen and the mayor, copies of 

which were supplied to all the members of the city council. I asked for the formation of a 

task force to resolve problems at the airport, and to investigate our complaints. I asked for 

a meeting with the mayor or the city council. To date, not one of them has responded to us 

despite councilman Phil Lieberman's personal assurance to me that he would investigate 

our complaints. 

14. The city's suggestion now that we have not made a good faith effort to air 

and resolve our grievances is preposterous, since it is the city manager and the mayor who 

have refused to even talk with us. We have proposed many suggestions, ideas, and plans 

which would improve the airport, city revenues, and keep rates low for our tenants, and 

the central tenet of every proposal has been the need to achieve a level, competitive 

playing field and stop violating the grant assurances through the discriminatory 

enforcement of leases and the published rules and regulations. 

15. In one formal, lengthy meeting with councilwoman Clark in our offices on 

September 9, 2004, we discussed the full range of these concerns, suggestions, and 

requests, The agenda for that meeting, and the meeting itself, included many suggestions 
for the improvement of airport operations. And, it included a list of issues which needed 

to be resolved between Valley Aviation and the airport pertaining specifically to the areas 

where we were being treated differently from the north end hangars as follows: 

appointment of a commission to conduct a fahness study to include the issues of 

consistent lease rates, rules and regulations, equal enforcement of lease terms and 

conditions between all tenants on the field, the inequity of "footprint" leases, consistency 

in enforcing hangar use for businesses, heavy maintenance, RVs, storage of hazardous 

material, cars in the hangars only when the airplane is out, and the use of hangars for 

"flea market" storage. And, the agenda, which we did follow stated, "if city lowers our 

rent, or grants concessions, we will share all savings with tenants, dollar for dollar. THIS 

IS ABOUT LEVELING THE COMPETITIVE PLAYING FIELD, AND FAIRNESS, 

AND WORKING TOGETHER FOR THE BENEFIT OF THE CITY." Councilwoman 

Clark promised to "see what she could do" to make things better for us and for the city. 

She was fully informed of the discriminatory enforcement of the rules and she left the 

meeting making promises that she would follow up. However, she did nothing at all and 

gave us zero feedback. All of our complaints, suggestions, ideas, and plans have been 

dismissed by the city manager, we are told, and Joyce Clark has gone so far as to say she 

cannot do anything for us at all. 

16. We have written letters to the mayor, including the one dated February 11, 

2009, attached hereto as exhibit 4; we have held meetings with Mark Ripley and Michael 

r~ 
Munroe; we tried to get the city of Glendale Economic Development Counsel involved, 

see exhibit 5, attached; we have attended and made presentations at the Airport Advisory 

Commission meetings; we have attended a north-end hangars tenant's association 

meeting with Joyce Clark and other city officials in attendance, including Michael 

Munroe, and have made the formal, public commitment to work with the city, and with 

our pledge to meet with the city manager. 

17. Clare Pryke and I went to Judy Skeen's office in 2008 and told her about 

our history of misfreatment at the hands of the city, with examples, and invited her to 

meet further with us to more fully understand the issues and our concerns. For a period of 

two years between 2004 and 2006, we retained two of the very best attorneys in Arizona, 

Ernie Baird and Paul Faith, to meet with the city in the spirit of reconciliation and 

forward thinking, and we spent over $50,000.00 in legal fees, they had numerous 

meetings, conversations and correspondence with Jamseed Mehta, Michael Bailey, John 

Paladino, and Horatio Skeet, but were unable to obtain access to the city manager or 

mayor despite their attempts to do so. 

18. We held discussions one-on-one with members of the Airport Advisory 

Commission, most notably with Jake Starr; we made an appeal to Tracey Stevens of the 

Glendale EDC, with meetings arranged by Mr. Faith to intercede in our dispute with the 

city, to find ways to foster a better working relationship; from 2003 until his death in 

2009, we had the assistance of Jake Starr, the owner of Glendale Aviation, who often 

8 
spoke with city council members, especially Joyce Clark, on our behalf We have had 

numerous conversations with airport staff members. All of these efforts, until now, have 

been of no avail. 

Dated this 30th day of October, 2009 

<5e.cU|-^^=t=r. 

George Van Houten 

SUBSCWBED AND SWORN TO before me this 30th day of October, by George 

Van Houten. 

My ^mwi^MLSmiss. 

" DIANA L CLARK 

OFFICIAL SEAL t 

\ 

Notary Public • Stale of Arizona | 

MARICOPA COUNTY } 

My Comtn. Eipiras May 14,2012 ^ 

(yjua<-^ 

Notary Public 
Exhibit 1 
glendale Airport Kangars 

(Vallq' Aviation Services, LLP) 

Glendale Municipal Airport 

663 S N. Glen Harbor Blvd. Glendale, Arizona 8S307-3701 

(623)872-1266 

AmCRAFT STORAGE FERMTT 

PermiUee Name: 

Telephone Number: 

Registered Owner: 

Telephone Number: 

Manuftcturer of 

Aircraft: 

Model of Aircraft: 

N-Number 

Aircraft Insurance Carrier: 

Liability Insurance Carrier: 

LienHoldoT 

Street Address: 

City/State/Zip: 

Permit Tom: 

Start Date: End Date: 

Street Address: 

City/Statc/Zip: 

Street Address: 

City/State/Zip: 

Type of 

Aircraft: 

Number of 

Seats: 

Serial Number 

Policy ft 

Policy #: 

Hangar/Shade 

Space: 

Security Deposit: 

Cleaning Deposit: 

•Lock Fee: 

»Non Rcfimdable Few 

Exp. Date: 

Exp. E>ate: 

Monthly Rental 

Rate: 

The City of Glendale has taken the position that the hangars at Glendale Airport Hangars (GAH) may only be used for aircraft storage. 

Items such as household items, non-aviation items, and vehicles may not be stored in these spaces. In addition to the limitation on 

what may be stored, the City of Glendale has also restricted the activities allowed in these hangars to only minor maintenance of the 

aircraft performed by the owner. 

The undersigned Permittee hereby requests space at the above named airport facility in order to park or hangar the aircraft described 

above and in consideration of the request being granted, agrees to the following: 

1. HANGAR STORAGE. The only items allowed to be stored in any hangar space are as follows: one aircraft, parts specifically 

related to that stored aircraft, small tools used to maintain the stored aircraft, one toolbox (no larger than 36" wide and 60" tall, 

which may be locked), one shelf unit (no larger than 36" wide and 60" tall), one metal folding table, and up to four metal folding 

chairs. All aviation parts and tools must be stored on shelves (kept off the ground). The following types of aircraft are not 

allowed: experimental aircraft -without a valid and current Nflumber, ultralights, kit planes, gliders, homebuilts, and restorations 

or rebuilds. Helicopters may be permitted, although they may not be started, idled or run anywhere on GAH property, except on 

the extreme eastern ramp area in the active taxiway, at least SO' away fix>m the ends of the hangars. 

Date 

Initial 

Page 1 of 1 

CL01650 
2. SHADED TIE DOWN STORAGE. The only item that may be stored in a shade or tie down space is a single aircraft. The 

following types of aircraft are not allowed: experimental arcraft without a valid and current Hnumber, ultralights, kit planes, 

gliders, homebuilts, 

and restorations or rebuilds. 

3. NO GENERAL STORAGE. Permittee agrees not to store in the hangar or shaded space (hereinafter "space") any household 

items, personal property, flammable items, welding equipment, tanks or compressed gasses, waste oil, or any property not directly 

related to aviation, except as allowed in paragraph 16, Electrical Appliances. Permittee understands that the storage of prohibited 

items is contrary to the master lease between Glendale Airport Hangars ("GAH") and the City of Glendale Anport Authority. 

Permittee understands that fiiel, solvents and flamntable materials may not be stored in any containers at GAH. GAH employees 

and subcontractors will inspect spaces frequently, without notice, and dispose of any such flammable items if and when found; 

permittee will be charged for all documented disposal fees. 

4. REGISTFRATION. Each aircraft stored in any hangar or shade space must be registered vi\h the FAA and have a valid and 

current N-Number. Permittee shall provide GAH with a copy of the permanent FAA Certificate of Aircraft Registration that has 

been completed for the aircraft to be stored under this Permit, before occupying the space. No other aircraft may be stored. 

Permittee shall provide a copy of a valid title, exclusive lease, or other documentation satisfactory to GAH showing an adequate 

possessory interest in the aircraft. Registnitioa for the aircraft mast be In the name of the Permittee; inbletting will not be 

aDowed. 

3. CONDITION OF AIRCRAFT. The aircraft to be stored must be present at the commencement of the Permit. The aircraft must 

be kept in flyable condition. If an aircraft is no longer flyable, it must be removed from the hangar, together with all its related 

parts, until such time as it is brought into compliance. Having an aircraft which must be removed finm the hangar is not grounds 

for termination of this Permit; however, GAH may agree to negotiate a Permit withdrawal £e, though it is under no legal 

requirement to do so. 

6. NO LIABILITY/INDEMNIFICATION. Permittee agrees that use of the space is pursuant to Permit and is not a bulment. 

Owner/Opeintor assumes all liability for ftre, theft, damage or injury sustained in any event By signing this Permit, the Permittee 

releases GAH of any and all responsibility for property damage, bodily injury or death and hereby indemnifies GAH ftom all 

llabilHy arising from Permittee's use of the space or its operations at the airport. GAH assumes no liability for damage or loss to 

aircraft or other personal property stored under this Permit. GAH is not responsible for theft, vandalism, or losses. All aircraft 

and other personal property are stored at Permittee's risk. 

7. CERnFICAlE OF INSURANCE. Permittee must maintun liability insurance in the amount of $1 million per occurrence. 

Permittee must add Valley Aviation Services, LLP (dba Glendale Airport Hangars) as an additional insured for purposes of 

general liability, casualty, environmental contamination and fire insurance claims. 

8. PROPERTY DAMAGE. GAH assumes no liability for damage or loss to aircraft or other personal property stored under this 

Permit. Aircraft and other personal property are stored at Permittee's sole risk. Any insurance protecting Permittee's personal 

pit>perty against fire, theft or damage must be provided by the Permittee. GAH strongly encourages Permittee to maintain 

individual property insurance coverage on stored items and aircraft insurance, as these items are not covered under GAH's 

insurance and GAH bears no responsibility for theft, vandalism or the destruction of a tenant's property. 

9. PERlVnTRATE. 

a. Permittee shall pay rental fees in the amount stated above on a quarterly basis. Payment for rental fees must be made on or 

before the l" day of each quarter that the space is assigned to Permittee. Rent not paid on or before the 1" calendar day of the 

quarter shall become delinquent and shall be subject to a late fee equal to 18% of the late payment, which must be paid with 

the delinquent fees in order to avoid de&ult. In the event the Permit herein begins on a day other than the i^rst day of a 

month, the rental fee for the first quarter shall be prorated so that all subsequent quarters begin, and associated rental fees 

shall be due on the first day of a quarter. 

b. Upon expiration of the permit term, the rental fee stated above is subject to periodic adjustment by GAH, provided that GAH 

shall give at least thirty (30) days written notice of such adjustment. 

Initial Dale 

Page 2 of 2 

CL01651 
c. Fees for other services are due upon receipt of invoice. Invoices not paid by within 10 days of the billing date shall become 

delinquent and shall be subject to a late fee equal to 18% of the late payment, which must be paid with the delinquent fees in 

order to avoid default. 

10. SECURrrV AND CLEANING DEPOSITS. These deposits may be applied by GAH toward delinquent fees or to cure any 

other default by Permittee, and if used in that way. Permittee shall immediately replenish the deposit upon written notice from 

GAH. GAH is not required to keep the deposit separate from its own funds and is not required to pay interest on the deposit 

Upon termination of the Peimit, Permittee shall leave the space broom clean and free of any damage, except ordinary wear and 

tear. The deposit may be applied to clean up the space, fix any damage left by Permittee or may be applied to any sums due from 

Permittee to GAH. The balance, if any, shall then be paid to Permittee. 

11. DURAHCM O P PERMIT. This Permit shall be for a one-year teim. After one year, the permit will automatically renew on a 

month to month basis. Violation of any of the conditions hereof by Permittee, its employees, agents or invitees shall constitute 

cause for cancellation by GAH without notice, and the security deposit will be forfeited, less any amount needed to restore hangar 

or shade to the condition in which it was when the Permit began, with reasonable wear and tear excepted. Permittee shall pay all 

charges for fees and services accrued through the cancellation or termination date. 

12. CANCEUATICm OF FERMTF. If Permittee requests an early cancellation of permit during the first year, GAH will attempt 

to rent the space to another party. However, Permittee shall be responsible for rent payments until the end of the term should 

GAH be unable to rent the same space to another tenant After the first year, either party may cancel this permit with thirty (30) 

days written notice to the other for any reason, or for no reason. 

13. MEIHOD OF PAYMENT. All payments must be made by credit card: MasterCard, VISA, Discover, or American Express. 

There will be a $50 processing fee for any declined transaction, and forfeiture of the Permittee's security deposit may result if the 

amount due is not paid on time. Checks and cash will not be accepted. 

14. COMPLIANCE WTFH REQUIREMENTS. Permittee shall comply witii all GAH Rules and Regulations, as published now 

and as updated from time to time. Permittee has been provided with a copy of the current GAH Rules and Regulations (attached). 

Following is a summary of the GAH Rules and Regulations. If a conflict in interpretation exists, the published GAH Rules and 

Regulations, initialed by the tenant, will prevail. 

a. Permittee shall abide by the airport field rules of the City of Glendale Aviation Department, Ordinances of the City of 

Glendale, Federal and State Statutes, and Regulation of the Federal Aviation Administration including environmental laws 

regarding the handling, discharge, release and dumping of hazardous substances, and vehicle access and operation rules. 

b. Hazardous activities such as, but not limited to, welding, painting, priming, doping, gluing, fiber glassing, sanding, open fuel 

lines, or the application of hazardous substances are expressly prohibited anywhere in the hangars, shades, storage areas, or 

on the GAH ramp or premises. 

c. Building and restoration of aircraft is not allowed in hangar or shade spaces. 

d. The premises covered by this Permit shall not be used for the storage of flammable or explosive substances of any kind, 

firearms, or fireworks. Open flames are not allowed. 

e. Smoking is not allowed in any of the hangars or shade spaces, or anywhere on the GAH premises. 

£ Aircraft shall be removed from GAH hangars and shades for any activity involving the draining or adding of fuel products. 

g. Aircraft and other items shall be removed from GAH premises for washing and detailing unless such service is performed by 

an insured third party contractor, approved in advance by GAH. 

h. Permittee shall keep his space clean and free of grease, oil, rags, paper, and other debris. 

Initial Date 

Paee3of3 

CL01652 
i. If Permittee fails to maintain the space as required herein, GAH may take corrective action at the expense of Permittee upon 

ten (10) days notification or may act immediately if the condition represents an emergency or hazardous condition. 

j . Hangars must be kept broom clean. GAH personnel and subcontractors will clean hangars quarterly, at Permittee's expense, 

if hangars are not maintained properly. 

k. GAH reserves the right to enter spaces at any time, without notice, to ensure that the areas are kept free of fire hazards and 

debris and to check on conformance to Permit terms. In order to facilitate such entry, only locks provided by GAH may be 

used on hangar doors, and only one lock per door. No shrouds or other devices to shield the lock may be used. 

I. No person may reside or stay overnight in a hangar or shade space or in the lounge area, cook or prepare food thereon, or 

store clothes or bedding therein. 

m. Dogs and other animals are not allowed anywhere on the GAH premises, unless embarking/disembarking on an aircraft, at 

which time they must be in a kennel or carrier, or on a leash. 

n. GAH has placed several fire extinguishers on the exterior of all buildings on the property and in each hangar occupied by a 

tenant It is the Permittee's responsibility to notify GAH staff if he or she discharges any of these fire extinguishers, witliin 

24 hours of use, and to fill out an incident report. The fire extinguishers arc the sole property of GAH and when not in use 

must remain onsite in their designated positions. 

15. SraUCrURAL MODIFICATION. 

a. No alterations, structural or electrical modifications, improvements or repairs, painting of walls or floors, painting of stripes 

on ramp, or relocation of electrical outlets will be made to the space without the prior written approval of GAH. 

b. Permittee shall not attach any hoisting, winching or holding mechanism to any part of the hangar, shade or storage area, nor 

is it permitted to pass any such mechanism, rope, cable, or chain over the beams or braces thereof. Floor-mounted electrical 

retrieval winches are not permitted. 

16. ELECTRICAL APPLIANCES. Bach hangar is provided with once incandescent light bulb (ISOW maximum) and one duplex 

receptacle (20A). Limited electrical appliances are allowed in a space including portable fans less than 12", televisions, coffee 

makers, radios, small electrical power tools, powered tow bars, battery trickle chargers, vacuum cleaners, and small air 

compressors less than 3 hp. Any appliance not having an explosion-proof motor must be elevated at least eighteen (18) inches 

above the floor. Large tools, 60A battery chargers or large compressors with a tank must be operated in conjunction with a 

gasoline-operated electrical generator, the size and make of which must be approved in advance, in writing; the generator must be 

fueled outside of the GAH property. Prohibited appliances include, but are not limited to, air conditioners, evaporative coolers, 

refrigerators, electric heaters, hot plates, heat lamps, electrical or propane heaters, washers, dryers, microwave ovens, stoves, and 

lamps (except a shop lamp, which must be unplugged when not in use). No extension cords or appliances shall remain connected 

to any electrical leceptacle when the space is not occupied. Floodlights and fixed shop lights are not allowed. Permittee shall not 

allow use of electrical power by any other person. 

17. MOTOR VEHICLES. 

a. Short term motor vehicle parking for a single vehicle is allowed in T-hangars and under covered tie-downs while the aircraft 

is out. Otherwise, vehicles shall be parked in designated areas at the airport RVs, boats, motorcycles, ATVs, golf carts, 

bicycles, trailers, or other vehicles, except one while the aircraft is out, may not be stored in the hangar or shade space. 

b. Permittee must register with the Property Manager, each vehicle that is driven onto the premises. 

c. Vehicles shall be driven on the aircraft operations area only by a licensed driver at a speed not to exceed the posted speed 

limit. Permittee shall maintam acceptable limits of liability and property damage insurance on its vehicle and will exercise 

all controls and restraints necessary as to its employees, agents, and invitees so as to comply with this permit, 

d. Vehicles may not be parked on the ramp or in ftont of a hangar or shade space. For short term parking while the aircraft is in 

the space, Permittees should park their vehicles in the public parking directly west of the premises. Permittee may park 

Initial Dale 

Page 4 of 4 

CL01653 
registered vehicle in front of permittee's space briefly while preparing aircraft for departure, unloading passengers and supplies, 

or loading passengers. Vehicle must have a GAH decal on the rear window. 

18. ENGINE OPERATION. No aircraft engine shall be operated in a negligent manner so that the propeller or exhaust blast may 

cause injury to persons or damage to property. Aircraft may not be started or run in a hangar or shade. 

19. MAINTENANCE. Major maintenance, breaking of fuel lines, building and rebuilding activities are not allowed in any space at 

GAH. All aircraft maintenance in a space is prohibited except for limited, owner performed preventative maintenance as defined 

and authorized in guidelines established by the City of Glendale Airport Rules & Regulations. Other owner performed 

maintenance shall be undertaken only in the areas at the airport, designated for such use. No tools shall be stored in a space except 

those required to accomplish owner-performed maintenance. 

20. NO COMMERCIAL ACTIVrrV. No commercial or revenue-producing activities sliall be conducted or permitted from any 

aircraft storage space and the premises may be used only for activities related to the storage of personal or business aircraft. 

21. ASSIGNMENT. The space may not be sublet, assigned or otherwise transferred without the prior written approval of GAH. 

22. ACCESS DURING SPECIAL EVENTS. GAH reserves the right to restrict access to tiie tamp and all premises during major 

events held within the West Valley area, including but not limited to footi}all, hockey, NASCAR and concert events. 

23. AMENDMENTS.This Permit may be amended only in writing by GAH or a designated representative. 

24. NOnCE OF UEN. GAH shall have a possessory lien, from the date rent is unpaid and due, in all personal property stored 

within the aircraft storage space. Property stored in the storage space may be sold to satisfy the lien if Permittee is in default In 

order te provide notice of sale to enforce Glendale Airport Hangar's possessory lien. Permittee shall disclose any lienholder or 

secured parties who have an interest in any property that is or will be stored in the storage space, includmg the aircraft GAH may 

exercise its rights under Arizona Revised Statues, Title 33, Chapter 3, Article 4, Remedies of Landlord, by canceling this Permit 

and cither removing or seizing the stored aircraft or other personal property in the hangar or shaded space when rent for any 

quarter has not been paid by the S*^ of the said quarter when due. If the rent and associated charges are not paid within sbcty (60) 

days after seizure of the property as provided by A.R.S. § 33-361, the property will be sold at public auction as provided by 

AJI.S. § 33-1023. 

25. ATTORNEYS FEES. The prevailing party in any action shall be entitied to an award of its reasonable attorney's fees and costs 

incurred. 

26. REMEMES. Notwithstanding anything to Uie contrary herein, GAH shall be entitied to any and all remedies in law and in 

equity, including but not limited to, lockout of Permittee upon Permittee's breach of this Aircraft Storage Permit All remedies of 

GAH are cumulative and not exclusive. 

Agreed and Acknowledged: Accepted: 

Glendale Airport Hangars 

Permittee Date By Date 

Permittee's Spouse Date Titie 

p»gc3ofs CL01654 
PERSONAL GUARANTY 

In the event that the Permittee identified above is a corporation, limited liability company or other legal entity, the undersigned and 

his^er spouse (if applicable) by signing below agree as follows: 

The undersigned, absolutely and unconditionally guarantees the payment of all indebtedness (and liability of Permittee) and 

performance of all obligations of Permittee under this Aircraft Storage Permit 

GAH shall not be required to take any action against Permittee before enforcing this Personal Guaranty. 

This Personal Guaranty shall be enforceable against each person signing this Guaranty. If there is more than one signer, all 

agreements and promises herein shall be construed to be, and are hereby declared to be joint and several in each and every particular, 

and shall be fiilly binding upon and enforceable against, either, any or all of the undersigned. 

Personal Guarantor (I) Date 

Spouse of Personal Guarantor (1) Date 

Personal Guarantor (2) Date 

Spouse of Personal Guarantor (2) Date 

I, die Permittee, have received, read and understand the Glendale Municipal Airport rules and regulations. 

Initials Date 

I, the Permittee, have received, read and understand the ground lease between the City of Glendale Municipal and Robert Ewing, 

which has been assigned to Valley Aviation Services, LLP. 

Initials Date 

"''""' CL01655 
Exhibit 2 
March 28,2003 

Mr. Dean Stryker 

Glendale Hangars & Shades 

6635 N. Glen Harbor Blvd. 

Glendale, AZ 85307 

Dear Dean: 

Please be advised that I have talked with Bren'da Kennedy and have approved her request 

to operate an avionics shop from one of your rental hangars. I acknowledge that this is a 

waiver from the standard airport rules & regulations, but I believe having an avionics 

shop on the airport will greatly benefit the based and transient pilots. As the business 

grows and prosper, I can envision the shop out-growing.a single hangar and when that 

time arrives, we will then apply the appropriate rules and regulations and minimum 

operating standards. 

Please note that this is not a change in rules, but only a specific waiver applied to this 

particular operation. Thank you for inquiring about proper permission. I greatly 

appreciate your desire to operate the hangars within airport guidelines. 

Sincerely, 

Mark S. Ripley 

Airport Manager 

N 

GLEN0149 

City of Glendale 

Glendale Municipal Airport • 6801 North Glen Harbor Blvd., Suite 201 • Glendale, AZ 85307 • (623) 930-2188 • Fax (623) 872-1278 
Exhibit 3 
GLEND^ I 

Mr. Dean Stryker 

Manager 

Glendale Hangars and Shades 

6635 N. Glen Harbor Blvd. 

Glendale, AZ 85307 April 24 ^ 2001 

DearMr. Strykn, 

I have reviewed your request in your letter dated April 4, 2001, to rent the small storage 

areas located at the end of your hangars and shades for non-aviation use. I agree with you 

that there is no possible way that an aircraft of any size could fit in these loc^ons. I have 

no problem with your request and you have my permission to start renting these spaces as 

they are presently configured. ^ in the fiiture, these storage rooms are itaodified to 

accommodate an aircraft, you will no longer be aUowed to house non-aviation items. 

Please remember that all applicable rules and regulations, along with city fire and other 

miscellaneous codes apply to these rental locations. These areas will also have to be 

made available for fire and code enforcement inspections when requested. 

Thank you for your patience concerning this matter. If there is ever anything I can do for 

you, please don't hesitate to ask. I look forward to a long and prosperous working 

relationship between Glendale Hangars and Shades and the Glendale Municipal Airport 

Sincerely, 

MarU S. Ripley 

Airport Manager 

cc: Jim Book, Transpoitation Director 

City Of Glendale 

Glendale Municipal Airport • 6801 North Glen Harbor Blvd. Suite 201 • Glendale, AZ 35307 • (623) 930-2188 '.Fax (623) 872-1278 

"1999 Airport of the Veai" 

CL01864 
Exhibit 4 
Valley Aviation Services, LLP 

6635 N. Glen Harbor Brvd. 

Glendale,.AZ 85307-3704 

(623)872-1266 

February 11,2009 

HAND DELIVERY 

Mayor Elaine M. Scruggs 

Gty of Glendale 

Glendale City Hall 

5850 West Glendale Blvd. 

Glendale, AZ 85301-2599 

BSl The cay's letter dated January 15.2009 regarding Glendale Hangars. 

Dear Mayor Scruggs: 

I took over management of the Glendale Airport Hangars in 2003, when my partner, Richard 

J. Smith, passed away. 

I came to Arizona knowing that Mr. Smith, a highly decorated Air Force Colonel and fighter 

pilot, had been fighting for eleven years with airport and city management. He didn't trust Jim 

McCue, or Ed Beasley, that's for sure. Still, he could be a tough man to deal with, i suspected that 

part of the lault for the poor relationship with the city rested with him. 

However, I resoh^ed to change the relationship. I hired professionial managers and offered 

Mark Ripley our pledge of full cooperation. I tried to reach out, in the spirit of that cooperation, to 

workvWitb the City. Wa allowed Mr,-Ripley to use our 19-acre ramp for-special events. 1 met-thteetimes, across six months, with Joyce Clark, our Gty Counclhvoman. These were long, formal 

meetings with lunch and friendly conversation, brokered and attended by Jake Starr, the FBO. We 

discussed a range of business attematiyes, ideas and programs designed to keep our rates low, 

support our tenants, and work with the city to make the airport more profitable and successful. 

Unfortunately, Councilwoman Gark Informed us In 2004, that she could not get the city manager to 

take any interest In our ideas. She went so far as to say that he even refused to meet with us. 

In 2005, we asked our attomey, Ernie Baird, to try a new tack: we asked him to meet with 

the Airport Manager and the Airport Advisory Commission, and explore a "grass-roots' approach to 

structuring "win-win" arrangements with the City. Mr. Baird is a former State Legislator, and he is a 

patient negotiator and communicator, and an excellent listener. We formulated several detailed 

1|P5S> ' 

CL00492 

\ 
Valley Aviation Services, LLP 

plans with his input, based on his knowledge of our business, since he has represented us in this 

investment since 1992. We were willing to build new hangars on our two empty rows. We were 

willing to tear down the covered tie downs, since we only had 20% occupancy at the time, and build 

new box hangars. We even researched and reported on the costs and building code requirements 

associated with enclosing the covered tie downs, creating more T-hangars. Mr. Baird met with Mr. 

Ripley, and they got along very well. After two months, the Airport Advisory Commission 

unanimously approved the one idea that they found most appealing, and that was to allow us to 

condo the hangar rows, as was done with the North End hangars. Mr. Baird was very excited about 

our chances of giving our tenants the option of buying their individual hangars, with us financing 

each sale and keeping P+l installments equal to rent payments. However, we were informed 

months later by the Airport Manager that the city manager refused to take the idea to the City 

Council. 

All of our discussions with Mr. Ripley just simply died; he told us that our requests were 

"tabled" by the city manager. After several attempts, Mr. Baird could get no farther up the ladder 

in Gty government than Jamseed Mehta, who, as the Transportation Manager in charge of the 

Airport, told him that there would be no action taken relative to our hangars until the new lO-year 

plan was finalized. When briefed on our acquisition of a new Cessna Citation XLS Jet, which we 

proposed to house at the FBO hangar and operate under a FAR Part 135 charter business, at 

Glendale, in an effort to develop additional revenue sources and keep hangar rents low, Mr. Mehta 

went so far as to say that the City may not even allow jets to be based at Glendale. This was in late 

2005, after we had already negotiated a lease in the terminal for office space for the new business 

with Mark Ripley. At the time, the FBO was servicing many jets per day - certainly more daily jets 

than Rightpath attracts today. Mr. Baird even wrote to you on June 16, 2005, in an attempt to gain 

approval for operating the airplane at Glendale field, but received no response. He then wrote to 

Michael Bailey, Assistant City Attomey, on June 30^, and they met over lunch to discuss options. 

Mr. Bailey Informed him that our suggestions were being derailed before they got to the City 

Council. 

Not content with our efforts through 2005, and still determined to cooperate with the city, 

yet with no avenue to get Mr. Baird before you or the City Council with our ideas, in 2006 we 

retained the' services of local attomey Paul Faith. We discussed with him our prior efforts, and 

more than twenty suggested ways we could work together with the City of Glendale to keep rates 

low and grow our business at the airport, for the mutual benefit of tenants and the City. Mr. Faith 

is the attomey who represented owners of the North End hangar associations, in negotiating 

separate leases with the City, and he is also a tenant there today and an officer/director of the 

North End Pilot's Association. We hoped that he would find a receptive audience at City Hall. Yet 

he was only able to get meetings with Deputy Gty Manager Horatio Skeete, and City Attomey Craig 

Tindale, who informed him, after listening to our ideas and problems, and talking with the city 

manager, that there was no interest in working with us until the new 10 year plan was completed. 

2|r.. . 

CL00493 
Valley Aviation Services, LLP 

In short, Mr. Faith reported that "the City doesn't like you," and he told us that we had better find a 

different airfield for our new $12.68 million jet, which'we took delivery of in June, 2006. 

Mr. Faith knows far better than anyone else the extent of the Cit/s discrimination regarding 

the enforcement of rules, and he should have been able to at least gain a meeting with the city 

manager. However, he informed us that he could not get an audience with anyone downtown who 

was willing to work with us. No one wanted to discuss our rates, or work to mitigate the problems 

and financial damage being caused by the escalating discrimination, in July, 2006, Mr. Fa'rth did 

manage to get the EDC interested in helping us, but we were then told by Tracy Stevens in October 

that the city had instructed them not to get involved. 

We spent more than $57,000 having Mr. Baird and Mr. Faith approach the City, to explore 

ways to avoid raising rates, and to press for a level competitive 'playing field.' These are well 

respected men, and they kept emotion, and past animosity, out of the process. They were 

professional, patient and courteous. They became friends with several of the city attorneys, and 

others in city government. They avoided threatening or 'hardball' tactics at all costs. Yet their 

efforts were to no avail. We teamed that all willingness to cooperate stopped at the desk of the city 

manager. Nothing was taken to the City Council, not even recommendations by the Airport 

Advisory Commission, which had been formally endorsed by Mr. Ripley. Both of these attorneys 

were shocked lay the city's had faith conduct. 

I transferred two of our best management employees, Lisa Alexander and Angela Mayer, 

from Washington State to Arizona to manage our hangars. We renovated the assets and tried to 

excel in providing tenant service, while we resigned ourselves to wait for the new 10-year plan. Yet, 

when I contacted Coffman and Associates in 2007, to find out the anticipated completion date of 

the new 10-year Plan, I was informed that the city manager had put the project on hold 

"indefinitely." 

Michael Munroe, who was appointed Airport Manager after Mr. Ripley resigned, was simply 

impossible for these women to work with. He was being used by the city manager as a blunt 

instrument. He was rude, insulting, and arrogant to our managers ~ just as he was to his own staff. 

I have been saddened to find that the discrinilnation and bad faith dealings are even worse 

than Mr. Smith reported to me. 

in recent years, the City allowed new hangars to be built by other tenants, and allowed the 

FBO to make major renovations. All the while telling us we had to wait for a hew 10-year plan. We 

have been held to rigid enforcement of the airport rules governing the use of our hangars, while 

watching incredulously while tenants in other hangars on the field break the rules without 

consequence. 

^"'' ' CL00494 
Valley Aviation Services, LLP 

Even though we are the oldest tenant on the field, and even though we have paid rents and 

taxes in excess of $2 million, on time, and never once late, we have been systematically excluded 

from the planning process, and denied any role in defining what is best for our 200 rental units. 

Despite my determined and well-intentioned efforts, the relationship writh the city has not 

improved, and although our Lease has been legally extended, and accepted by the City, through 

2031, with public notice duly recorded (see attached letter from the city), we do not expect the 

relationship to improve until Mr. Beasley is gone, or unless we obtain legal relief. Our strategy 

since 2007 has been to amply wait him out. We'll be here for another 22 years. We haven't 

initiated a fight. In fact, we have been as quiet as possible. For the past two years we attempted to 

simply co-exist until Mr. Beasley is gone. Then, and only then, we felt, would we find a receptive 

audience at the city level to discuss how to improve our operation at the airport. We had decided 

to wait him out. 

This latest move to regulate prices, however, necessitates that we must act. 

It's bad enough that we've had to deal with extremism, brought about by the inexperienced 

and weak managers, operating on instructions from the city manager. For instance, we were 

forced by Michael Munroe to cut down ten trees because they violated the Airport Minimum 

Standards, where the FAA mandates that no trees may exceed the height of the Improvements. 

When we pointed out that the trees at the terminal and FBO far exceeded the height of the 

improvements, Mr. Munroe informed us that he was only concerned with our violation. Or more 

recently, we had to evict a tenant for having one motorcycle in his hangar, only after we sent him to 

Judy Skeen to get permission to keep it there. She refused to grant a written waiver, and this 

tenant is now in the north end hangars, where he has his motorcycle, two cars and a dinette set 

parked atongside his airplane. 

We've been insulted. The city spent $500,000 landscaping Glen Harbor Blvd. as ^ r at the 

control tower, while letting weeds grow to a height of 2 feet outside our fence, on the city 

maintained iarul. Our tenants feet like the city doesn't value them. 

We've also been harassed. At a meeting attended by Jake and Jessica Starr« at Glendale 

Aviation, Mr. Munroe told us that Ed Beasley had informed him that the city did not intend to 

renew our leeise, when the initial lease term expired in 2011. This is the same bad faith tactic 

employed with Glendale Aviation, and we could only surmise that Munroe was sharing this 

Information with us because he wanted to establish his authority. When Mr. Starr pointed out to 

Mr. Munroe that our lease covering the 19-acres had already been extended until 2031, and 

accepted by Jamseed Mehta, the Transportation Manager, Mike Bailey, the acting City Attorney, 

and Mark Ripley, the former Airport Manager, he refiised to believe it. Two days later he told us 

that Mr. Beasley had become very angry when he discovered that the extensions were In fact a 

reality. 

* I' CL00495 
Valley Aviation Services, LLP 

We've been treated unfairly. We had Just one meeting scheduled with the city manager, a 

2008 meeting brokered by Rick Burton of Rightpath, but just hours before the meeting we were 

informed by Cathy Gorham that there would be no discussion of any agenda item except our 

unconditional commitment to tum our ramp over the city for the Super Bowl. At the time of our 

scheduled meeting with Mr. Beasley, Rightpath was offering to pay us more than $6 million for our 

Improvements, subject only to the consent of the city, but the dty manager refused to allow that 

transaction to proceed, or to even discuss It. 

For the past five years I have held the door open for meetings with the city, to work 

together for the benefit of our tenants, the airport and the residents of Glendale. However, we 

have little hope of fair dealing by Mr. Beasley. Since he has become city manager, he has turned 

airport management of the airport over to a string of unqualified managers: Jamseed Mehta, 

Michael Munroe, Cathy Gorham, and Judy Skeen. All of them have demonstrated an inability to 

lead the airport in the right direction, and the discrimination against Valley Aviation Services, and 

our tenants, has increased exponentially. 

Since 2007, I've been content to wait, because I preside over many companies, and I am 

willing to just sit on this business until city management changes. I've got plenty to keep rne busy. 

Yet, If s shameful how the city discriminates between tenants, and so flagrantly violates the FAA's 

Grant Assurances. In the process, the city Is losing privilege taxes due to our vacant hangars. The 

city continues to operate the airport at a loss, and there is no reason for that today except bad 

management. 

The photos we took of the damaged hangars, after the fire in January, which I enclose for 

your review, show how far the rule enforcement situation has deteriorated. The fire started in a 

bus, which should not have been in a storage hangar. Look at all the other prohibited uses in the 

photos. Conversely, if you inspect our hangars, all you will find are airplanes. 

We expect the city to deal in good faith; we expect the city to enforce its rules and provide 

for a secure and safe environment, as the FAA, TSA and Homeland Security mandate; and we expect 

the city to hire qualified managers, with aviation facility experience, to manage airport operations. 

To do less is to put our tenants and our investment at risk. Seriously, how can the city justify 

appointing Cathy Gorham as the manager in charge of the airport? And why would she and Judy 

Skeen rely upon a one-year old real estate appraisal, written by a local company with little westernUSA general aviation knowledge, instead of discovering the facts about rental conditions 

themselves? Again, lef s be clear, they are threatening us with eviction if we do not roll back small 

hangar prices to 1997 levels, and they are citing subsidized City of Phoenix rates as the rationale. 

This is neither smart, nor defensible. 

We have copied you on several letters over the years, and you have failed to respond to 

them, or get involved. But we strongly encourage you to assume a leadership role now. You can 

count on our full support, if you intercede and attempt to resolve this conflict through negotiation. 

5 I • . 

CL00496 
Valley Aviation Services, LLP 

Glendale is poised to adopt a new, official 10-year template for the airport, but It is a seriously 

flawed plan. In our opinion, and the 'final' draft being considered reads more like a Scottsdale 

inspired land-development play than it does a reasonable general aviation solution for the West 

Valley. In the 2006-07 first draft of the plan, it went so far as to say that the City owned our 

hangars. No one from Coffman and Associates has ever talked with us. They reference that we 

have more than 100 airplanes in our units today, when in fact we have just sixteen. The City of 

Glendale appears to be selling out owners of small GA airplanes, and that is far from the charter 

agreed to when accepting Federal fonds to build a general aviation, community airport. Glendale 

was designed for small airplanes, not the Challenger 604, Gulfstream, Boeing BBJ and Global 

Express Jet customers now being courted by Rightpath. 

When we attempted to obtain a copy of the Rightpath lease from the city, in order to 

understand the draft 10-year plan, we were told it was none of our business. Yet, years ago we 

were assured by both Dr. Martin Vanacor, the City Manager, and Peter Van Haren, the Gty 

Attomey, that Glendale would eventually build a second runway at the Airport. They represented 

to us that this agreement was a condition of the original airport land grant. Thus, we acquired the 

assets with the financial expectation that the value of our business would increase over time, since 

additional Improvements would be limited by the land available 'within the fence,' on the west side 

of the field at Glendale Airport. We now discover, without any notice to us, that the City has leased 

land on the east side of the airport, where the second runway was to have been built, to Rightpath, 

for the construction of "500,000 square feet of jet hangars." Further, Rightpath tells us they 

obtained a 99-year lease, without a formal, public RFP process. How can the city manager legally 

defend such behavior? 

The City Council recently approved the lease for a new hangar for Lux Air, acting under the 

belief that the focillty would bringa reported 250 new Jobs to the airport. Yet, even as the vote was 

being taken, Rightpath was aware of the fact that Gulfstream no longer had an interest In relocating 

their repair facility to Glendale. Nor did they have the funding available to build the additional 

facility for turboprop maintenance. And to date, many months after the approval, Rightpath has 

not started construction, and has not started paying rent on the land. So who is managing the 

airport? And why does Rightpath receive such deferential treatment? 

This latest demand that we lower our rates is Just one more example of bad faith: not one 

attempt was made to understand the economics or issues, from our perspective, and there is no 

legal basis under our Lease for a forced price reduction. The City thinks that we should offer 

subsidized rates without a subsidy? Joyce Clark has been asked to work with the City Council, and 

you, to come up with a "win-win" solution for the past five years. This is not the solution. And if s 

Ironic that the Gty cites the Grant Assurances in forcing us to lower prices: the focus on the Grant 

Assurances, at a time when the Gty has abdicated its enforcement of the rules, security and safety 

responsibilities, and so openly discriminates between tenants, is exactly what attorneys pray for. 

61.)^^ CL00497 
Valley Aviation Services, LLP 

We will not accept this most recent attempt to dictate to run us out of business. The city 

can meet with us and barigain in good foith, but it cannot dictate to us in bad faith. Not in Arizona. 

The rent level the city is mandating for the small hangars is the same as It was twelve years ago. 

Given the increases by the city during that interval, in the ground lease rate and privilege taxes, this 

is hardly a defensible demand. 

We observe all city rules and requirements, We pay our rent on time. The majority of the 

tenants on the north end came out of our hangars, and we've endured high vacancy while the city 

encouraged more than 100 incremental hangars to be built on the field - and allowed them to 

operate under a different set of rules. Absorption alone has been a big reason for our vacancies. 

Then, based on a series of sut)sequent bad management decisions by the city, which we have no 

control over, our vacancies grow to the point that you dictate that we now compete on price alone, 

compensating for the undesirable small airplane environment the city has created at the airport? 

How would you feel if you owned the business? At a very minimum, we have the right to "quiet 

enjoyment," as afforded us by the Lease. We do not have a fiduciary responsibility to the citizens of 

Glendale, as Mr. Beasley clearly does, and sooner or later those citizens will discover that his 

conduct, and his managiement of the airport, is unacceptable. The current land-developer FBO will 

fail, the new restaurant will fall, the FAA will reject the idea of Investing another $60 million In the 

proposed 10-year plan, once the Glendale facts become known, and Air Safety will fail, but we will 

still be here. 

We remain ready and willing to work with you, Mayor Scruggs, if you will take the lead in 

solving the serious problems at the Glendale Airport. You can expect our full cooperation. A 

negotiated outcome, arrived at in good faith, will be the best alternative for us both. 

Please contact me if you are willing to schedule a meeting. 

Thank you for your consideration, 

^CMt.Qxi-^O'^^ 

George G. Van Houten 

Managing Member 

^'^'''^ CL00498 
Exhibit 5 
Message Page 1 of 4 

I. 

George Van Houten 

From: George Van Houten 

Sent: Wednesday. October 04, 200612:33 PM 

To: 'mmunroe<^lendaleaz.com' 

Cc: Lisa Alexander; Shawn Bondy; 'Jessica Starr* 

Subject: FW: Email for Tracy Stevens. 

Michael: 

1 wanted you to have a copy of the emails exchanged yesterday with Tracy Stevens at EDC, so you will understand what is being 

said. [I'm sorry about the mis-spelling on your last name, but 1 never received an announcement of your appointment, or a 

business card, or a call from Mark Ripley about his replacement.] You may not have received my letter yet. We've always 

attempted to be straight-up with our concems. We had an honest understanding with Ripley. We realize that we have a small 

business, and that no one at the City cares about it, but we do believe our tenants are being sold short. They are good people, 

and they love aviation. Many are Glendale residents. We feel a fiduciary responsibility toward them, and the 130+ airplanes 

stored in our hangars and shades, even if the City does not. 

Acting airport managers have not proven to be effiactive agents for change. To tie candid, you didn't do anything for us the last 

time around. Today, It's not that we don't want to wori( with you, but you're again inheriting the same systemic problems. It's a 

long history. The City was so offensive to work with, we offered to sell the hangars, when Ed Beasley, who then worked for the 

City Manager, asked us for a price in the early 1990's. I personally handled the negotiations. We priced the hangars at $1.25 

million, which would have yielded the City a 10% CAP, with full ownership of the improvements. It was a vmy good deal at the 

time, by any investor's standards, yet Beasley and City Attomey Chris Ware quickly responded that Ihe price is obscene,' given 

the fact that we only paid $750k to the RTC. Re-reading the file correspondence yesterday, the old realization came back and hit 

me again: from that moment on, we knew Beasley was not a businessman. And he has since proven that point time and time 

again. He has been a hurdle to us and the FBO his entire tenure at Glendale, and never a conduit to making the airpori better for 

our businesses or our tenants. He and Ruth Fisher tried to run us off; the effort achieved fever pitch when James McCue took 

over as Airport Manager. Beasley has orchestrated the policies at Glendale Airport the entire time; McCue has since apologized 

for his behavior. Beasley continues to stonewall us, and exacerbate the problems by hiring inexperienced managers. Have you 

ever attempted to talk with Jamsheed Mehta about the airport? He told our attomey, Ernie Baird, that jets may not be permitted, 

when we asked far his support in locating the new Citation XLS at Glendale! This at a time when the FBO was servicing and 

fueling more than twenty jets a day, and the Stadium was under constructton. As an interim manager, you won't be able to effect 

. meaningful change, Michael. Sorry, but that's our assessment. Neither will Coffman, who appears to simply be going through the 

.planning motions - due to the Long litigation and settlement. How does a consultant miss the fact that our hangars are not owned 

by the City? How does a consultant forecast storage and operational demand numbers, without talking with us about our 

anticipated lease rates and projected occupancy levels over the next ten years? 

Until Beasley Is gone, we do not expect any changes, or cooperation. 

Ripley understood our history with the City, and our concems and needs, yet was never able to accomplish changes which would 

benefit our tenants, or our business. He tried to tum a blind eye to the continuing discrimination - the unfair competition - and 

the on-going violations of the FAA Grant Assurances. He tried to regain a measure of control over the North end hangars, but in 

the end he elected to walk away, without achieving a level playing field. 

We'll take our growth elsewhere. We'll weather the storm at Glendale, although many of our tenants will not. If you have a 

different read on the current situation, please share it with us. In the meantime, when our tenants complain about not being able 

to work on their airplanies, or not being able to use their hangars like their buddies to the north, or not t>eing able to store a car or 

RV, or paying rates higher than lessees at Deer Valley or Goodyear, we'll suggest that they voice their concerns directly to the 

City. 

We do wish you well in your interim assignment. Good luck. And we will try to work with you concerning our tenants' immediate 

needs. That is why the City needs to complete the survey of our ramp boundaries, so we can avoid the next tenant crises in 

January. The Fiesta Bowl will be here before we know it, and the City should not harbor any designs about taking over our ramp 

space for corporate Jet parking. 

Thank you, Greg. CL01420 

From: George Van Houten 

10/4/2006 
Message Page 2 of 4 

Sent: Tuesday, October 03,2006 6:08 PM 

Td: 'Stevens, Tracy' 

Cc! Shawn Bondy; •pfaith@cax.nef; 'Ernie BAIRD' 

iSubject: RE: Email for Tracy Stevens. 

Hello Tracy. 

We don't have confidence in Coffman & Associates' Master Plan, as you will see in my recent letter to the Interim Airport 

Manager. As 1 suggested to you three months ago, we're being shelved at the level of the City Manager, and we're simply not 

likely to get anywhere worthing with an uninfonned 3"^ party consultant, or an interim manager: changes at the Glendale City level 

n6e6 to come from the top down. Michael Bailey tried to help us, but could not effect change. Now he's gone. Mark Ripley tried 

to help us, but could not effect change. Now he's gone. I have no doubt that you are trying to help us, and even though we want 

to encourage that support, we suspect that you cannot effect change either, unless that change is first embraced in the office of 

the Mayor, or that of the City Manager. Please don't take offense, but we have 15 years of experience dealing with the City. 

' They seem dysfunctional: our Councilwoman does not like the Mayor; the Mayor does not like her; and neither of them appear to 

like the City Manager. The airport is a nuisance to Scruggs, Clark and Beasley. or at best, a toy. None of them understand 

aviation. Not one of them cares about our tenants, that much is certain. It's a mess. We welcome your visit, but let's not invite 

others at this time, unless it's the Mayor, and/or the City Manager. We had our Councilwoman out for three fonnal meetings, with 

written presentations and agendas, and a gounnet lunch, and never received even the courtesy of a phone call, a letter, a fax, or 

a note for the effort. Nothing. Nada. Zilch. No feedback. No suggestions. No help. Noconcem. Two years of silence.... 

We have tried to effect changes which will benefit our tenants, and our business, but we're the only ones making the effort. 

These past three months were critical. We needed to be undenvay with new hangar construction this winter, in order to 

., accommodate the new Cessna Sovereign jet in 2007, as I mentioned in the June email. This is a big jet, with the need for a 100' 

•x.160' hangar, and a 28' door. The hangar must contain offices for the charter company, a food-grade professional kitchen, stateof-the-art maintenance facilities, and conference rooms. Constmctton estimates exceed $4 million. We cannot justify this 

expense with only 25 yeans remaining on the lease, since we cannot depreciate tiie Investment any faster than 39 years. And our 

underlying ground lease needs to be changed in order to even operate a charter business in this hangar, and conduct 

maintenance work there. True, we could build a crappy Pascoe-type hangar, for $500k, and feel good about walking away from it 

in 2031, but thaf s neither the facility nor the image the jet charter business demands. Scottsdale, Deer Valley, Chandler, 

Goodyear, Williams, and even Buckeye want this jet and the charter activity. They will readily allow us to operate a charter 

business out of the hangar, and they encourage us to conduct maintenance - and employ mechanics. The Glendale City 

Manager, our Councilwoman and the Mayor expressed no interest whatsoever, although we took steps to make sure they knew of 

the opportunity. Sad, but absolutely tme. 

if you want to visit Glendale Airport Hangars, please do so. I'll be there on October 18^. In the interim, please inform Coffman & 

Associates that the City does not own our 215 T-hangars and shades. Neither do they own the hangars to the south of us. The 

'Phase One' report is incorrect. This single fact may have a significant bearing on the 10-year Master Plan, since a large number 

of our tenants are telling us they intend to take their airplanes off ihe Glendale field when we increase lease rates. Coffman's 

forecasts for future use and cash flows are much in doubt, unless the City somehow builds and subsidizes additional storage in 

the near term. When we purchased these hangars, we experienced > 70% vacancy for many years. We may be forced to do so 

again, due to the City's intransigence. 

Thank you for your timely response. 

Best, Greg Van Houten. 

From: Stevens, Tracy [mailh):TStevens@GLENDALEAZ.com] 

Sent: Tuesday, October 03, 2006 3:19 PM 

To: George Van Houten 

Subject: RE: Email for Tracy Stevens. 

Hello, Mr. Van Houten -

Thank you for the emali, when we spoke in June, I was following up with you on information provided to me by Michael Bailey. At 

that time you and I did discuss the process and that it would probably take some time. The reason for my call today was to let you 

know - we have met internally within our dept and have provided your request to our Consultant - Coffman and Associates whom 

is currently conducting the Master Plan for tfie Airport - so timing is good. We also have a new Airport Manager - Michael Munroe 

whom also is aware of your request and should probably be in attendance on the 18th. I understand your urgency, and ^ 

appreciate your interest in doing business with Glendale. I will try to keep you updated as we move closer to the master plan 

CL01421 

10/4/2006 
Message Page 3 of 4 

completion. The 18th wori<s fine for me as well. Thanks 

—Original Message— 

From: Baricer, Joanne 

Sent: Tuesday, October 03, 2006 2:50 PM 

To: Stevens, Tracy 

Subject: FW: Email for Tracy Stevens. 

Joanne Barker 

—Original Message 

From: George Van Houten [mailto:gvh@baronhokling.com] 

Sent: Tuesday, October 03, 2006 2:43 PM 

To: Business, 

Subject: FW: Email for Tracy Stevens. 

I Tracy: I received your voice message this affernoon. Thank you for calling. I will next be in Glendale on October 18*, and 

I Invite you to come to our hangar operation for a meeting. Please let me know if you are available, and please propose a 

! •: time, if so. It has been three months since we sent you this email, and we had no response. Now, Mark Ripley has 

I ' resigned and vacated his position as Airport Manager. Our situation at Glendale Airport is deteriorating, and we are farced 

i into making hard chotees about what we must do to survive. I believe the Mayor and/or City Manager will need to take a 

I lead in negotiating change, if there is to be any. We encourage you to get involved, yet the past practices and attitudes 

i we've encountered suggest that we need to gain support from the top down, not the bottom up. Mr. Ripley understood the 

I problems, and was sympathetic to our needs, but he was also poweriess to effect change. We appreciate hearing from 

you, and invite you to come to our business and learn what we're up against. Thanks for your interest. Regards, Greg. 

From: George Van Houten 

Sent: Friday, June 30, 2006 1:06 PM 

To: 'business@giendaleaz.oom' 

Subject: Email for Tracy Stevens. 

Good afternoon, Tracy. 

Thank you for the phone call yesterday, and for trying to promote economic development at the Glendale Municipal Airport. 

I attach a copy of the purchase onjer we placed this month for another new Cessna jet. With move-up clauses, we expect 

to take delivery of the Sovereign (N680VH) in mid-2007. Glendale lost the opportunity to gain revenue from the Citation 

XLS jet (N560VH, a picture of which I attach, firom our delivery ceremonies in Wichita, last May). This aircraft was ordered 

two years ago, in anticipation of having a Jet hangar ready at Glendale. We fully intended to hangar the aircraft at 

Glendale, and build the airoraft charter business there. All we asked for was an extension of the current lease, for the 

footprint area under the new jet hangar, for 15 additional years, so that we could depreciate the sizable investment in a 

state-of-the art hangar. Merit Ripley tried to help us accomplish our business plan, but we were eventually tdd that the City 

Manager and his staff would not consider it. 

ff we are to consider bringing the new Sovereign to Glendale, we would have to commence construction of a jet hangar 

facility this winter. Unfortunately, we seriously doubt whether the City will permit that to happen, but we encourage you to 

investigate the possibility. 

Between the brand new XLS and Sovereign, we have committed more than $30 million in new aircraft for our charter 

business, five Star Aviation. The related revenues will exceed $8 million annually, for just these two aircraft; our 5-year 

plan is to operate a total of five aircraft. We had always intended to operate out of Glendale. The company has been 

formed, we've relocated employees, and the business is underway. For the past two years we tried to negotiate with the 

City. But we recently came to the realization that the City had no concern for our business whatsoever. They ran us off, 

Tracy. It's Glendale's loss. 

At this point, we're waiting for the political process to bring about positive change, from the top down. The City will one day 

wake up to the potential for the airfield. We're ttie oldest and largest tenant at the airport; we have 25 years remaining 

. under our current lease; we've outlasted five airport managers; we're not going anywhere. We'll be controlling the 20 

10/4/2006 CL01422 
Message Page 4 of 4 

acres at Glendale Airport until 2031. 

Thanks for your courtesy, and contact. 

Best, Greg. 

**• eSafe Gateway sceuuied this email for malicious content *** 

*** IMPORTANT: Do not Open attachments from unrecognized senders *** 

CL01423 

10/4/2006 
Exhibit 6 
Valley Aviation Services, LLP 

6635 N. Glen Harbor Blvd. 

Glendale, AZ 85307-3701 

(623)872-1266 

October 2,2006 

Mr. Kfichael Monioe 

Interim Airport Manager 

Glendale Municipal Airport 

6801 N. Glen Haibor Blvd., Suite 201 

Glendale, AZ 85307 

Re: Glendale Airport Hmgars 

Dear Michael: 

It was a pleasure meeting you. I enjoyed our conversation, but was disqtpointed that you 

didn't ask a smgle question about our business. 

At Mark Ripley's continued urging, we have been patient, and have been attempting to 

slowly work through City dutnnels to effect simple changes which would serve to benefit our 

tenants. However, we cannot afford to start over with yet another Airport Manager. We've 

been through five already. 

This week we decided tiut Mr. Ripley's departure meaos that we must undertake a shift in 

strategy, and complete a major maintenance project on the ron^ and hangars. The project 

will take several months. 

A new term lease agreement with tenants, and major rent increases, will lie implemented 

iqion the conclusian of each hangar renovation. 

We have not increased rents for more than seven years, despite three increases in our 

underlying Ground Lease by the City of Glendale over the same period of time. 

We have absorbed diese increases, and rising Lasurance, utility, employee and business 

expenses: we elected to hold the line on rent, while attenq)ting to gain cooperation and 

concession.<] from die City, with the goal of keeping rents low, and in the spirit of passing any 

and all incremental leasehold savings on to our tenants —"dollar for dollar". Three times we 

held formal meetings with Joyce Clark, our City Councilwoman, and conveyed this 

commitment in writing. We hove also tried to extend our business into other logical and 

profitable areas, such as jet charter, so that we might be able to subsidize hangar rates at the 

current levels. Our repeated requests stall at the level of the City Manager, and our formal 

attempts to gain support fmm the City Council, and the Mayor, go unanswered. 

CL00790 
October 2,2006. Glendale Airport Hangars. 

We have also sought to permit our tenants to use their hangars as other lessee's use theirs, 

specifically, on the North end of the field. Despite repetisd encouragement fiom Mr. Ripley, 

the City has refused to amend our lease to pennit such uses 

A level playing field still does not exist at Glendale Airport. On any given day you can see 

hangers on the North end filled with RVs, businesses, cars, retail offices, and all manner of 

storage - widiout an aitplane in the hangar. Further, tenants routinely conduct major engine 

maintenance (and even annual tear-down inspections) in fiieir hangars. Yet, several times 

over the past 15 years we have been served with lepl notices and threatened with lease 

cancellation for even the slightest nonrconfbrming use. Our lease H>AA the CUy mandates 

that our hangars may onfy be used for aircraft storage, and related parts. No ears, no 

general storage, no RVs, no hobby shops, and no breaking of fuel lines or major 

maintenance acttvliles are permitted. We cannot allow tenants to store flammable 

materials, nor operate a business of any Idnd, We can't allow furniture. We can't allow 

tenants to work on automobiles. Even our storage units, at the end of hangar rows, can 

onfy be used for aircraft parts. 

With relaxed rules, the North end hangars have attracted away our best tenants over recent 

years, and it is clear that this was a strategy mgmeered by a former airport manager, James 

McCue, and the City Manager. Neither Mr. McCue nor Mr. Ripley dispute this assessment. 

Worse stUl, this discrimination continues today. 

Starting in 2003, we engaged local attorneys Ernie Baird and Paul Faith, in a special effort to 

work with the City to gain support for the Glendale Airport Hangars operation. Mr. Baird 

has represented us since we purchased the hangars, and understands real estate and our 

business; Mr. Faith has a complete understanding of the other hangars on the field, having 

represented other owners in negotiations with the City. These lawyers are excellent, and tbey 

understand aviation and the difficulties in woddng with the City of Qlendale. However, 

desfpite more than $50,000 m legal biUings, and our three formal meetings with Joyce Clark, 

together with numerous meetings with other City officials, we have not received 

encouragement or acknowledgement that the City is willing to explore avenues to allow us to 

keep our teatal rates low, while leveling the conq)etitive environment. Further, our attorneys 

asked the City to allow us to condo the hangars, selling than to our present tenants, as was 

done with the North end hangars. They asked for reasonable concessions, including a 15-

year footprint lease extension on the J Row, so we could construct an expensive, modem 

hangar for our new Citation XLS jet. They asked for help in esqjediting the lengthy City 

review and permitting process. They asked the Airport to consider taking over some aspects 

of ramp maintenance, since it is providing such services without fee to the FBO and all other 

hangars on the field. We were quidc to point out that City revenues would not decrease 

under any of the proposals: in fitct, we forecasted that public tax revenues would increase 

dramatically, as we expanded, and as we achieved higher occupancy through continued low 

rental rates. Our attorneys emphasized tiiat the City of Phoenix subsidizes hangar rates at 

tiieir area aiiports, and Glendale should be taking a more active interest m likewise 

promoting economic development, if it desires to take its share of growth in the Phoenix 

Metro market We've been trying for the past three years to make some headway, Michael. 

We have attended more dian twenty meetings with City ofScials and staff attorneys. There 

have been dozens of telephone conversations, and letten, and emails. There have been 

several lunches. All to no avail 

CL00791 
October 2,2006. Glendale Airport Hangars. 

We've lost our only advocate, in Mr. Ripley, and we must now conclude that the City of 

Glendale has no interest in helping our tenants, or fiicilitating inqnxjvements to our business. 

The City Manager, our Councilwoman, and die Mayor have made it apparent that we can 

esqpccl no siqjport fi:om them. 

We cannot afford to wait for (he City any longer. We are told a search is underway for a new 

Airport Manager. In the past, newly hired airport managers have vigorously enforced the 

existing City Ground Lease. We must brace for yet another manager - and a continuation of 

the same un&ir agenda. 

We are also told that the City is preparing a new Airport Master Plan. Yet, despite the fact 

that we are the largest and oldest tenant on the field, we have not been contacted by anyone 

at the City about our concerns, suggestions or future needs. No one has called or written to 

us (Aout participating in this planning process. Can yon believe that? We represent the 

interests of tenants m over 200 rental units and their aircraft, yet the City of Glendale has not 

communicated with us in any way about a new 10-year jdan for the airport. Recent litigation 

illustrates that the City is woefully ignorant about aviation plannmg, and settiement impacts, 

I yet it doesn't feel compelled to meet with us, or visit our operation, or talk with our tenants. 

! The first draft of the Plan (Phase One), dated August, 2006, which we just obtained from the 

I FBO, even pronounces that the Cttv owns our hanears. This illustrates how siq>arficiai the 

planning exercise is. It is predicated on bad information. Tbis shoiildn't surprise us, 

however in Qie past we haven't been consulted, even when events like the Balloon Classic 

were scheduled, or when plans were being laid for sporting venues which will routinely close 

or restrict use of the airport on a regular basis. Our tenants are directly impacted, and tiieir 

input could have helped minimize the confiision and the problems which have ensued. But 

die City has a history of acting without full mformation, consideration, or due process. This 

is where you find us, as you take over your temporary assignment 

Our only remaining option at this time is to continue to enforce strict cornpliance with City 

requirements, while positioning the hangars for the next 2S years — the term of our extended 

Lease. This requires tiiat we stay ahead of our obligations and renovate the 20-acre ramp 

area and our hangars, at our sole expense. Accordingly, we will have to adjust rates to 

national market levels when the work is completed. We are a small conpiny, and without 

any cooperation or support by the City of Glendale, we can no longer compete with the 

subsidiTed rates established by the City of Phoenix. Deer Valley and Goodyear will 

continue to grow. So will Scottsdale, by virtue of it's wide-open determination to be a jet 

center. We foar that many of our tenants will take their airplanes off the Glendale field, as 

the result of our need to sharply mcrease lease rates. By necessity, due to strict adherence to 

the Ground Lease, and with no ability to expand our business cash flows at Glendale or build 

fully-depreciable jot hangars, our resultant T-hangar lease rates will be higher than those at 

other Arizona aiiports. If our tenants leave, it's certain that the City will lose tax revenue, 

and the FBO will lose customers for fuel, maintenance and other services. This could all 

have been avoided had the City participated m a meaningful dialogue with us about our 

proposals, oat tenants' needs, and ways to work together for the benefit of the Airport It 

wouldn't have cost the City a dime, or any time. 

In the next few days, you will hear that we are providing advance notice to hangar tenants, in 

order to give them a minimum of 90-day's notification of tiieir need to vacate their hangars 

before we start repairs. We're giving this staggered, advance notice so they can make timely 

CL00792 
October 2,2006. Glendale Airport Hangars. 

plans to find other accommodations. We will start with Row B, then move thru Row A, Row 

D and Row L In keeping with the current City Ground Lease restrictions, and airport rules, 

we can only provide storage for flyable fixed-wing aucraft, with current N-numbers and 

annual inspections, and with proof of insurance. In fast, in order to maintain strict legal 

compliance, we cannot rent hangars to kit builders, ultra lights, helicopters, owners restoring 

aircraft, aviation-reUted businesses, or hobbyists in need of shop space. I'm sure that you 

recognize the fact that each of these uses is currentiy permitted in the North end hangars. In 

fact, they are even operating a large-scale fiuniture company there now I 

While we wish you well in your new position, you should understand that we have lost 

confidence m Gty management and governance. 

Notwithstanding our concerns and opinions, we are available to meet with you, if you desire 

to learn more about our tenants' needs, and our business concerns. At the very least. Airport 

Managers should imderstand what the City needs to do. Mr. Ridley comprehended the 

problems, but he admitted that he was powerless to effect change. 

At this time, there is one important piece of unfinished business: Mr. Ripley agreed to survey 

the comeis of our 19-acre ran^, so that we might ovoid a conflict when the City hosts the 

Fiesta Bowl, the BCS game, and the Super Bowl. Since we are reduced to strict adherence 

to the Ground Lease, you will note that die Qty has no right or ability to interfere with our 

use of the legally described ramp area. It jnust remain clear, and unobstructed, and available 

for our unrestricted use. 

As I mentioned to you last week, we ordered a second jet, a Gtation Sovereign (Serial #: 

SOV-680-0194), which will deliver in die fourtb quarter of 2007. We will operate the 

aircraft under a FAR PART 135 Charter Certificate, and provide supplemental lift to Cessna 

CitationShares. This aircraft will complete more than 900 hours of charter in its first year of 

service. However, without any cooperation by the City of Glendale, this aircraft has been 

lost to Scottsdale. The shame of it is, no manager at die City of Glendale understands die 

value of the lost opportunity. The taxpayers of Glendale are not being well served, when it 

comes to the Municipal Airport. 

Thank you for taking the time to read this letter. We wish you hick m your interun 

assignment. 

Very truly yours, 

GcLXCVy^-'rUi"*^-^— 

George G. Van Houten 

Owner and General Partner 

Valley Aviation Services, LLP (dba: Glendale Airport Hangars) 

Cc: Ernie Baird, Esq. 

Paul Faitii, Esq. 

CL00793 
Exhibit C 
AFFIDAVIT OF CLARE PRYKE 

STATE OF ARIZONA ) 

)ss. 

County of Maricopa ) 

Clare Pryke deposes and says: 

1. I have served as the manager of the Glendale Airport Hangars since I v^^as hired 

March 15,2007. Judith Skeen has been the airport manager since that date. 

2. I have sent more than twenty existing or prospective tenants to the office of Ms. 

Skeen to obtain written permission to use their hangar in our facility for a use other than those 

specifically allowed under our lease, or permitted under the 2004 rules and regulations. In many 

cases, I have made the appeal to Ms. Skeen personally, or have accompanied the tenant to her 

office. One such tenant requested permission to store a motorcycle in a hangar containing his 

airplane. She refused to give him written permission, and after he refused to remove it, we were 

forced to evict him. 

3. Another tenant requested permission to break fiiel lines so he could replace a 

wing. His request was not granted and he relocated his airplane to a north end hangar to effect the 

repair. 

4. In September of this year a prospective tenant sought permission to engage in the 

complete renovation of an older airplane, including the removal and replacement of the engine. 

We could not allow him to use the hangar for such purposes when Ms. Skeen refiised to grant 

specific permission for the heavy maintenance and breaking of fuel lines that such a project 

entailed. 

5. We are routinely asked by our tenants if they can conduct annual inspections of 

their aircraft in our hangars. Because such extensive maintenance often includes the necessity to 
disassemble the aircraft and break fuel lines, we require a written variance to our lease, since our 

lease specifically disallows such activity, and in each and every case, Ms. Skeen has refused to 

grant such permission. Consequently, since I have joined the company, no annual inspections 

have been conducted in our hangars or covered tie-downs. 

6. Our biggest complaint by tenants is that they are not allowed to engage in the full 

range of maintenance activities which the FAA informs them that they have the right, as owners, 

to perform on their own aircraft. We tell them that we will gladly allow such maintenance, which 

exceeds the limited preventative maintenance items enumerated in our lease, if the airport 

manager approves their request in writing. In these instances, we have not asked Ms. Skeen to 

change our lease, but rather to approve these limited variations, consistent with her authority 

under the lease. However, I am not aware of one instance where the airport manager has given 

such permission, despite the fact that I have sent a number of tenants to her office seeking such 

formal approval for extended maintenance. 

7. Ms. Skeen's refusal to make concessions in writing, as practiced by past airport 

managers, and as clearly required in the lease agreement, is continuing: as recently as Friday, 

October 23,2009, she refused to allow a tenant, Alan Butler, who I sent to her office, to store a 

golf cart, which is not aircraft-related equipment. She declined to give that tenant written 

permission to store this item, and we subsequently had to inform him that he may not store the 

golf cart in his hangar. 

8. At no time has Ms. Skeen suggested to me that we are permitted to use our 

hangars in a manner inconsistent with the rigid demands placed upon us in the lease and the 2004 

rules and regulations. To be exact, she has never told me, or to the best of my knowledge, told 

our existing or prospective clients, that they can use our hangars or shaded tie-downs for non-
compliant uses or purposes, in violation of the lease or the published 2004 rules and regulations. 

Any representation by the city of Glendale to the contrary is fiction. 

Dated this 30th day of October, 2009 

ciarePryicI 

•M, SUBSCRIBED AND SWORN TO before me this 30_ day of October, by Clare 

Pryke. 

My Commission Expires: 

OFFICIAL SEAL i 

DIANA L. CUVRK < i Notary Public - Stale ot Arizona \ 

MARICOPA COUNTY % 

My Comtn. Expires May 14,2012 % 

\)iajM.£^(&Jo 

Notary Public 
Exhibit D 
Valley Aviation Services, LLP 

1 6635 N. Glen Harbor Blvd. te©IgS^57Jll 

Glendale, AZ 85307-3704 lll)^^i^iS.\!/iS.\ 

(623)872-1266 

February 11, 2009 

FEB 1 2 2009 

BY: 

HAND DELIVERED 

Ms. Judy Skeen 

Airport Manager 

Glendale Municipal Airport 

6801N. Glen Harbor Blvd., 

Suite 201, 

Glendale, AZ 85307 

Re: Your letter dated January 15.2009 regarding Glendale Hanears 

Dear Ms. Skeen: 

Your letter dated January 15,2009 is in bad faith. 

In order to avoid a declaration of default of our Lease, we will temporarily lower our 

rates, effective February 15, 2009. However, we have asked our attorneys to frame an 

appropriate response to this action by the City of Glendale, Your demand will result in financial 

damage to our business, as we will also have to lower our current rates, which are deemed fair 

and reasonable by our existing tenants. 

Price level is not the cause of vacancy at our hangars. 

The other hangar associations at Glendale Municipal Airport have higher rates than 

those you insist that we adopt. Some of the rents being charged by them are among the 

highest in the State. That is because tenants will pay more for hangars on the north end, and 

for those to the south of us, since you allow them to ignore the Airport Rules, Regulations and 

Airport Minimum Operating Standards with impunity. The city's discriminatory enforcement of 

the published rules, regulations and standards, which govern all airport tenants equally, is the 

leading cause of our vacancy rate. You know this, Ms. Skeen. The North End Pilot's Association 

knows and admits it too. 

1 | 

GLEN0221 
Valley Aviation Services, LLP 

Further, the city's forced placement of a Scottsdale land-developer as the FBO, with 

aspirations for creating a jet center and corporate traffic at the expense of small GA aircraft, 

has done much to damage the reputation of Glendale Airport among regional piston aircraft 

owners who might otherwise rent our T-hangars. Glendale is no longer perceived as a great 

place for small airplanes. Rightpath's fuel costs for lOOLL aero fuel have been unreasonably 

high, at times ranking among the highest prices in the entire nation. Based on our count, there 

are fewer than 200 airplanes resident on the field, not the much larger number claimed by the 

city: the FBO plays a key role in this reduction, having closed the Cessna Authorized Repair 

Facility, terminated new Cessna aircraft sales and rentals, closed the Cessna approved flight 

school, eliminated staff, raised prices, and publically stated its Intention to cater primarily to 

corporate Jet trafFic. Fuel pumps in the FBO's fuel farm have caught fire more than once in the 

past year, and stopped working, due to low levels of fuel inventory. The FBO is drawing fuel 

from the bottom of the tanks, instead of the top, and pilots are concerned about the potential 

for bacteria-contamination of fuel as a consequence. The city tried to force Individual airplane 

owners to remove their small piston aircraft during major events, so the FBO could 

accommodate jet parking. The word has spread throughout the State. With Rightpath installed 

as the FBO at Glendale, interest in our hangars, which are only suited for small piston aircraft, 

has waned. 

The city-sponsored expansion of Air Safety has created a hazardous situation for 

Glendale-based aircraft as well, with a preponderance of untrained pilots conducting pattern 

work in the airspace. There have been several accidents, near-misses and incidents the past 

year, and this has caused concern for local aviators. Aircraft owners have told us that they are 

hesitant to relocate to Glendale, due to the risk they associate with the increased use of 

Glendale Airport for intensive foreign pilot training. 

Our rates are $395/month for a large hangar, and $335/month for a small hangar, and 

have been for more than six months. We have had just one price increase in 10 years. On a 

percentage basis, our hangar rates have increased by much (ess than the ground lease 

adjustments by the City of Glendale. Indeed, since 1998, the city has raised our ground lease 

rate four times — with the last increase in 2007 surging by 9.45%. Over this same period, our 

rates were flat, and did not increase once. 

Since 1998, through today's date, our incremental rent charged to tenants has increased 

by $100/month for a large hangar, which equates to a 3.4% annualized increase. In light of 

changes in the U.S. economy during this period, and the city's escalation of ground lease rates, 

that's fair pricing, lagging far behind CPI adjustments, and our rents are deemed reasonable by 

our existing tenants. Our costs for insurance, utilities, management salaries and benefits, 

services and materials have risen drarnatically. Plus, in 2007 we spent more than $300,000 

21 

GLEN0222 
Valley Aviation Services, LLP 

renovating our assets at Glendale Airport. Our ramp is better maintained than yours. Still, you 

have the audacity to mandate that we lower our hangar rates. 

Since 1991 we have monitored hangar rents at municipal airports in AZ, NV, CA and NM, 

and our hangar rates are in the lower one-half of rates charged for similar hangars; moreover, 

our rates are far lower still for T-hangars at comparable airports In major metropolitan areas. 

We update our analysis quarterly. Our business practices are prudent and appropriate. We 

own 32 companies, and we take great pains to run them professionally. 

The Cushman Wakefield "appraisal" appears severely flawed, relying heavily on rates at 

Deer Valley and Goodyear - where the City of Phoenix subsidizes annual hangar rates by the 

infusion of several millibn dollars per year in user fees from Sky Harbor, We request that the 

city provide us with a copy of the full report, since you are referencing it in forcing us to reduce 

our rates. Deer Valley and Goodyear rates do not belong in a competitive analysis, as there is a 

published four-year waiting list to obtain one of these heavily discounted, subsidized units. 

Our covered tie downs have experienced only an average 16% occupancy rate since we 

acquired the business on May 29, 1992. They are built on the wrong bias, and only provide 

shade on the northern half of each row. The one time we achieved 50% occupancy, during 

2007, when our rates were $90/unil/month, the Airport Manager, Michael Munroe, told us that 

he would find us in default of our lease if we did not evict derelict airplanes. His action resulted 

in financial losses, and most of the 19 airplanes which fell under his definition of being derelict 

are parked on the city's ramp today, where you have been collecting rent without regard to 

their condition. The reality is, no aircraft owner can rent a shaded tie down on an annual basis 

at any airport in this area for less than our current rate of $295/month. There are none 

available. If the city didn't unfairly discriminate against our tenants, and if the city enforced the 

rules on the city ramp, our covered tie downs would rent at our current rates. When they were 

utilized, you forced us to evict tenants without a legal basis, and the city has been 

accommodating them since ~ and collecting rents. Today, by requiring us to unilaterally lower 

our prices, or face eviction, the city is escalating its strategy to damage us financially ~ part of 

an ongoing attempt to default us out of our lease. 

You demand that we rent the covered tie downs at below-market prices, in order to 

utilize them, although knowledgeable aviation professionals comprehend and agree that they 

should be replaced with modern hangars. After all, half of ours don't provide shade. We had 

attorney Paul Faith explain this to Deputy City Manager Horatio Skeete, in detail. Based on 

recent Directives, FAA grant money cannot even be used to build covered tie downs today. Our 

shades make little sense in today's aviation marketplace. 

31 

GLEN0223 
Valley Aviation Services, LLP 

The city should purchase these covered tie downs, if it wants to maintain them, and rent 

them at below-market rates. Phoenix footed the bill when it elected to offer subsidized 

hangars and shades, but Glendale prefers to bully its tenants. We pay the same ground 

rent/square foot for the covered tie downs as we do for the hangars, although hangars rent at 

higher levels, without seasonal fluctuations, and we have pointed this out to city officials on 

many occasions. Forcing us to retain the covered tie downs is a form of economic 

discrimination. We explained to Mr. Skeete that the city would make far more money, and 

service airplane owners better, if it allowed us to replace the covered tie downs with box 

hangars. 

Our current, higher rates for the covered tie downs reflect the fact that tenants only 

want them during two months in summer, and two months in winter: at all other times, they 

prefer the city's open ramp -wit h your discriminatory pricing arrangement under which some 

tenants pay less than others, and where they can throw fuel samples on the ramp, leave 

personal property alongside their planes, run-up engines, conduct major maintenance and 

reconstruction projects (including the breaking of fuel lines), paint and sand their aircraft, drive 

across areas of the ramp which are closed to vehicular traffic, park their cars, wash and wax 

their airplanes, and generally ignore the city's rules. You are assuming that your current 

tenants will leave the city ramp in favor of our covered tie downs, if you force us to lower the 

price. Unless you start enforcing the airport rules, and charge all tenants the same monthly 

rate, they won't leave, regardless of our price. 

The numerous tenants we have sent to you, Ms. Skeen, for permission to engage in a 

use similar to other hangars on the field, have all been denied, and every one of them is now 

resident in the north end hangars. You have even taken it a step farther, however, informing 

our tenants that they cannot change the oil in their airplanes. Inside our hangars. Every airport 

manager before you has allowed this practice, since it is a right specifically granted to owners of 

aircraft by the FAA. Tenants in other hangars at Glendale Airport, and those on the city ramp, 

change their oil routinely. Indeed, at every other hangar operation in KL, whether sprinklered 

or not, including all of the Phoenix airports, an owner has the abilFty to perform FAA-defined 

and approved preventative maintenance on their airplanes, in their hangar or shade, and it is 

specifically allowed that owners can change their own oil. Similarly, even though you do not 

allow the breaking of fuel lines in our hangars, owners do so routinely on the north end, the 

south end blue hangars, and on the city ramp; the Phoenix airports allow owners to break fuel 

lines In non-sprlnklered hangars, If owner-performed or supervised maintenance Is being 

conducted. We also note that no other airport in AZ has established separate restrictive rules 

for T-hangars, versus box hangars. Just Glendale. We have had over 100 applicants apply for a 

hangar within the past six months, only to have each of them elect to go elsewhere when they 

learned of our restrictions as to use. Many have opted to move to hangars on the north end, 

41 

GLEN0224 
Valley Aviation Services, LLP 

where they can use their units without restriction. Yet, every single rule we enforce, and every 

approved use, is derh/ed directly from the city lease, or the city's Rules & Regulations (as 

Revised in 2004, and available on the Airport web site), or the Airport Minimum Standards, or 

from past written directives by airport managers. 

Airport Manager, James McCue, threatened to default us out of our Lease in 1996, for 

allowing practices which had been approved, in writing, by his predecessor, Bruce Burrows. I 

attach a copy of his "Special Edition" of the Glendale Airport Beacon, dated October, 1996, 

which he sent to every one of our tenants. Mr. McCue told us that the Deputy City Manager 

took the lead in forcing rigid compliance, and he had no choice but to obey the directive. We 

were later told by Mark Ripley that this same individual had directed him to force rigid 

compliance at our hangars as well. In fact, we have many letters In our files, from Airport 

Managers, from Ruth Fisher in 1992 to Michael Munroe in 2007, requiring that we strictly 

observe the rules, regulations and standards, each with the threat of eviction if we do not. You 

can understand why we observe the rules, and why we find your lack of enforcement 

elsewhere to be such blatant misconduct and discrimination. 

If you simply enforced the airport rules consistently today, and made even the slightest 

attempt to level the playing field at Glendale, we would realize full occupancy in less than two 

years at our current rates. 

As part of the strategy to force us to lower rates, we believe that you personally wish to 

make us take Air Safety into the shaded tie downs. At lower prices, they may indeed want to 

vacate the FBO's ramp area, but at Glendale Hangars they will be evicted if they break the cit/s 

rules: they cannot fuel under the shades, they cannot wash aircraft under the shades (or on 

our ramp), they cannot store personal property outside the aircraft, they must agree to our 

lease terms and pay rents on time, they must provide proof of insurance with Valley Aviation 

Services named as an Additional Loss Payee on each airplane's insurance policy, there must be 

one specific aircraft - with only one N-number — assigned to and resident in a specific 

numbered space, they cannot operate a business nor conduct interaction with clients and 

customers (nor perniit the use of our facilities for business purposes), they cannot operate 

engines under the shades, and they can only leave one vehicle in the space when the aircraft is 

absent. Our attorneys continue to advise us that the City would have to modify our Lease to 

permit us to allow businesses, if Air Safety is to be accommodated, since we have been 

methodically forced to evict businesses for the past 17 years. Aircraft mechanics, avionics 

repairmen, upholsterers, detailers, flight instructors, service providers and marketers have 

been forced out of our hangars by the city. Even if Air Safety were allowed, our history with 

them suggests that they will not abide by our permit requirements. After their experience in 

dealing with the city's lax rules, where they wash and wax aircraft on the ramp, allow high-

^ ' GLEN0225 
Valley Aviation Services, LLP 

volume pedestrian traffic across taxi lanes, drive vehicles through active flight operation areas, 

substitute aircraft in assigned spaces at will, fail to pay rent when due, neglect to list the FBO on 

their individual airplane insurance certificates, and allow their students to congregate in groups 

which mill around the public portions of the terminal, they will not likely obey the rules at our 

facility. Moreover, the city cannot force us to assume the business risk of renting to anyone 

who cannot meet our credit criteria. We run credit reports on all applicants. 

To the extent we discover tenants who break the cit/s rules, we'll continue to send 

each and every violator to your office, to request a written waiver, before eviction. 

We are In full compliance with the Lease. We expect the city to deal with us in good 

faith. On October 31, 2005, our Lease covering the 19-acre ramp was legally extended until 

January 27, 2031, and accepted by Michael D. Bailey, Assistant City Attorney, Jamseed Mehta, 

Transportation Manager, and Mark Ripley, Airport Manager. A formal, public Notice of Lease 

Extension was recorded. We have paid more than $2 million in rent and fees, and have never 

been late with a payment. We deserve more consideration than we receive. We honor the 

Lease terms, and we will be tenants for the next 22 years, occupying a key 19-acre tract at the 

airport, yet we have been systematically excluded from meetings, discussions and input into 

airport plans. It's obvious that we should work together, since the citizens of Glendale have not 

be well served by the cit/s refusal to deal with us. While we have no legal fiduciary duty to 

Glendale citizens, city officials clearly do. As I told you In person, we are willing to meet with 

you at any time. Yet, you made no attempt to talk with us about pricing: you just issued a 

mandate. That is not how parties to a contract should behave. 

Since the early years of our ownership, we have often tried to negotiate with the city for 

the benefit of our tenants. The simple fact is, the city has never been willing to simply lower 

our rent, or help us lower our costs, even though we were committed to passing every dollar in 

savings on to our tenants; in every negotiation prior to Mr, Smith's death in 2003, in return for 

a rent abatement, the city wanted a percentage of our future rents, or shared profits, or more 

control over the management of our business. At no time did Mr.~Smith feel that the city was 

bargaining in good faith. After he died, in 2003,1 held three separate and formal meetings with 

Joyce Clark, our City Councilwoman, brokered by the FBO, in an attempt to find ways to help 

our tenants while mutually benefiting the city. My staff prepared formal presentations, asking 

for the City to cooperate with us to find ways to keep our rates low. We promised full 

cooperation on our part, and an absolute "dollar for dollar reduction in rents" for every 

concession the City would make. Short of concessions, or rent reductions, or allowing us to 

expand our business activities, we clearly illustrated the need to raise our rents, and shared 

market data with Councilwoman Clark. At that time, the City of Phoenix was subsidizing Deer 

Valley and Goodyear operations by more than $4 million per year. There is no doubt that she 

61 

GLEN0226 
Valley Aviation Services, LLP 

understood the financial situation, and she vowed to "see what she could do." However, after 

no action, she conceded that she could not get the city manager to consider working with us, 

and that he refused to even meet with us. She reiterated this status to me again, on November 

14, 2007, at an airport tenants' meeting held before the Super Bowl. We hired two attorneys, 

Ernie Baird and Paul Faith, to meet with other city officials. Every one of our suggestions and 

requests have been rejected, without an examination of the merits, or a public discussion. Even 

though I took over management of the hangars in 2003 with an open mind, and tried to deal 

honestly and professionally with the city, the city has not bargained in good faith. It is very 

clear to me that the city has no regard for our business, our tenants, or our rights under the 

contract, and your letter underscores this belief. 

Until 2007, we allowed our facility to be used for airport functions, and in return we 

were shown basic courtesy. Mr. Ripley would occasionally authorize Richard Klink to sweep our 

ramp, or he would provide security for our tenants' aircraft, or make an effort to clean the 

parking lot and maintain the city land adjacent to our facility, or simply help us resolve a 

tenant's problem. However, Mr. Munroe instructed the airport staff to stop such activities. 

We're Informed by your staff that you have since ratified that instruction. Consequently, there 

is no spirit of cooperation today. Clare Pryke, our Property Manager, has made numerous 

attempts to work with you, to no avail. You will not even visit our office. We were willing to 

allow the city to use the ramp for the 2009 Fiesta Bowl, and the NFL Championship Game, if the 

Mayor would meet with us to discuss our concerns. There has been no attempt by the city to 

schedule such a meeting. 

Please be advised that we are forming an Association for our tenants, so they can gain a 

voice with FAA, TSA, Homeland Security, AGFA, FBI, Fire Marshall, Glendale PD and Maricopa 

County Sheriff officials. They need representation, since the North End Pilot's Association has 

made a point of saying that they do not represent our tenants. We are very concerned about 

the Airport's discriminatory rule enforcement practices, astounding lack of security and human 

safety concems, poor management of the FBO and Air Safety, multiple sustained violations of 

the Grant Assurances, flawed planning and lax standards, and our tenants are prompting us to 

act. 

Under separate cover we are sending Mayor Elaine Scruggs a letter outlining our 

concerns, and illustrating the extraordinary lengths we have gone to in order to improve the 

situation at Glendale Airport, and keep our rates low. It's clear to us that she must get 

involved, or the citizens of Glendale will have to shoulder the burden of resolving the conflict 

you are precipitating. 

The city manager is clearly failing when it comes to the airport. Just as troubling, rather 

than dealing with the serious problems you inherited from Mr. Munroe, you seem intent on 

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Valley Aviation Services, LLP 

exacerbating them. By allowing tenants to move back into the fire-condemned hangar row, by 

turning a blind eye to the human safety risks posed by non-aviation uses and storage, by not 

working more closely with TSA and Homeland Security to impose tighter controls at this 

metropolitan airport, and by allowing Rightpath and Air Safety to marginalize the Airport's 

reputation and amenities - while not paying monies when due, or observing their full 

contractual obligations - it seems to us that you violate even the basic duties of your office. In 

these days of terrorism, border drug trafficking, and increasing theft, our tenants tell us that 

they expect-heightened security at the airport: their airplanes, and lives, are at risk. Yet, nontenants come and go within the fence without restriction, or monitoring. Airport managers for 

ten years have talked about the need to install keypad-entry devices on the walk-in gates. But 

you do nothing, and the Airport ends up with more negative news coverage due to the lack of 

security. I can assure you that our potential hangar customers watch the local news. 

Worse still, it appears to us that you have adopted a personal animus in accelerating the 

discriminatory treatment against our business: it is a fact that you openly allow other hangar 

owners on city land to store boats, RVs, buses, construction equipment and materials, movable 

fuel storage tanks, utility and travel trailers, autos, motorcycles, disabled and collector vehicles, 

tires, business records, exercise equipment, personal property and furniture, and scores of 

prohibited chemicals and flammable items; worse still, you allow non-FBO commercial 

maintenance operations, non-aviation businesses, auto racing teams, hobby shops, cabinet 

makers and retail companies to operate within the fence, in storage hangars. On any given day 

we can observe the unbridled use of alcoholic beverages, BBQ's, welders, full-time battery 

chargers, and indoor fueling activities, all of which are prohibited by the cit/s hangar storage 

rules. Air Safety operates a full-fledged maintenance shop in multiple storage hangars, even 

though the underlying hangar lease prohibits such use, and the city has denied us the 

opportunity to so use our hangars. They fully disassemble engines, and conduct all manner of 

repairs. In addition, there are airplanes being completely rebuilt or constructed by other 

tenants both to the north and the south of us. There are derelict airplanes, unregistered and 

uninsured home-builts, hangars shared by multiple aircraft, and many units completely devoid 

of aviation uses. Anyone can see that there is not even room for an airplane in a large number 

of the hangars on the north end, because substantial non-aviation activities and storage occupy 

the bulk of the hangar space. The city has lost control. No airport manager before you, in our 

experience, has so completely abdicated the cit/s responsibility to enforce the airport rules, 

although this discriminatory enforcement has been, in fact, occurring for years. All the while, 

we have had to rigidly obey every city rule, regulation, standard, and airport directive, and you 

personally have refused to allow our tenants any latitude in their use of our hangars. 

Over the past 17 years, the City has forced us to evict more than 275 tenants for 

practices and infractions which are now commonplace in hangars other than ours. We doubt 

81 

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Valley Aviation Services, LLP 

that the City of Glendale will accept the liability of your actions today, when called upon to 

defend them. 

You must be are aware of the fact that the Cit/s 'inspections' this month will result in 

but the momentary policing of some prohibited uses, since you publically went on record saying 

you were only intending to look at fire extinguishers, extension cords and other flre-related 

safety items. We watch the daily flow of 'flea market' items leaving the field, but they will 

come right back unless you embrace a mechanism for routine and random inspections, and 

enforcement. We're taking photographs of the RVs and buses leaving, and we'll.take 

photographs when they return. In our case, we inspect every one of our hangars, every week. 

We insure that our tenants are in full compliance with the Cit/s rules, regulations and 

standards. To achieve this, we have to insist upon using only our locks, and allowing our staff 

unrestricted access, since the Cit/s past scrutiny of our conduct demands the policy. It's just 

one more reason why our hangars will remain vacant until you enforce the rules equally. 

In our opinion, to gain control of the situation, the City either needs to hire qualified and 

competent airport management professionals, or it needs to establish an Airport Authority 

which will do so. The City of Glendale has demonstrated that it is incapable of running airport 

operations on a par with Sky Harbor, Deer Valley, Goodyear, Scottsdale, Williams-Gateway, 

Chandler, Falcon or even Stellar within FAA requirements, and should be held accountable. The 

days of running this airport like Buckeye or Wickenburg are long gone. And Glendale Airport 

Isn't simply a prize to hand to land developers who post bonds for the city. We will strongly, 

and publically oppose any new FAA grants to the City of Glendale, until things improve. 

Your stated policy to your own staff, to 'not look' for violations or problems, is simply 

not good enough. Your lax enforcement of the rules creates a discriminatory environment that 

no other airport manager in Phoenix would tolerate, and we are being damaged financially by 

it. Our hangars are largely vacant because of it. 

They do not allow RVs and buses at Deer Valley: why_then do you, at Glendale? 

Moreover, if you are going to relax the rules, why not openly defend that decision with the FAA 

and appropriate governmental agencies? if the city has decided to change the rules, why not 

change the rules for us a well, in writing, with City Council approval, as we have requested? 

We have been subjected to the rigid application of the airport rules and regulations at 

our facility. We have abided by the rules, but other hangar owners have not, and you have not 

forced them to comply. 

We have petitioned the city to allow us to build new modern hangars, to offer 

condominium hangars similar to those on the north side, to operate a new Citation XLS jet 

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Valley Aviation Services, LLP 

under a Part 135 charter certificate, and to otherwise allow us to improve our business and 

general conditions at the airport - all of which would have greatly enhanced the use and 

profitability of the airport to the cit/s benefit. Many of these ideas were approved by the 

Airport Manager, and the Airport Advisory Commission, but all have been totally ignored by the 

city. We even negotiated a contract with Rightpath to sell our improvements for more than $6 

million, conditioned only upon the consent of the city - which consent was withheld. The city 

manager has expressed his intent to terminate our lease and drive us from the airport. Your 

most recent letter, no doubt, was written in furtherance of that purpose. 

We are disappointed to have to place our relationship with the Airport Manager's office 

on a legal footing, but you have made no attempt to meet with us, despite being in office for 

more than a year, and your move to regulate prices and force us out of business leaves us little 

alternative. In the future, please direct all airport correspondence for Valley Aviation Services, 

LLP, except for routine matters, to our legal counsel: 

Daryl M. Williams, Esq. 

Baird Williams & Greer, LLP 

6225 North 24* Street 

Suite #125 

Phoenix, AZ 85016-2044 

We will work toward a meeting with the Mayor at the earliest opportunity, and would 

welcome your attendance. 

Thank you, 

Ge^c 

George G. Van Houten 

Managing Partner 

CC: Mayor Elaine M. Scruggs 

Daryl M. Williams, Esq. 

J. Ernest Baird, Esq. 

101 -

GLEN0230 
1 

yf^injijipyiiiltiaB 

QLENDALE AIRPORT BEACON 

October 1996 4 Issue 20 

« SPECIAL EDITION » 

This will be a special edition of the 

Glendale Airport Beacon, which wiU deal 

witij two items which should be of interest 

to all tenants on the Airport. 

The first item will deal with a letter 

fonvarded to ht^gar and shade tenants by 

Richard Smith, the owner of the hangar and 

shades, which contains inaccuracies. We 

will merely present facts and open the files 

to anyone that may wish to review them. 

The letter in question begins by saying that 

'over tha past two years we have attempted 

ro negotiate with the City of Glendale to 

gain understandings and concessions which 

would lead to itabilized rental rates." The 

fad;, are that Mr. Smith has made periodic 

contacts with the City, but he would never 

agree to any binding agreement whereby 

savings wyuid be passed en to tenants. Mr. 

Smith wanted only imilateral concessions on 

rent. Also, \Ir. Smith knew exactly what the 

lease tenns were prior to acquiring the lease. 

Such terms have never changed sines that 

acquisition and Mr. Smith never discussed 

modifications prior to the acquisidon of the 

lease. 

The letter then states that ''the Airport 

Manager, James McCue, has been directly 

responsible for implementing the following 

actions, each of which has had a negative 

impact on income: 

I. Our land lease with the City increased 

10.1%, to 599,792 per year." That statement 

is true as the lease payments did increase in 

1995, In fact any Manager at the Glendale 

Airport would have done the same thing, as 

there is a lease agreement in place that 

clearly states an adjustment will be made 

every 3 years, based oa the Consumer Price 

Index, Further, a letter was forwarded to all 

hangar and shade tenants in July of 1995, 

with an explanation of the lease agreement 

terms. That letter is attached for your 

review. 

2. "Our property tax increased by $3,217 per 

year." We asstime that is true. In general. 

Maricopa County property taxes have 

increased recently due pranarily to increases 

in property valuation over which the Cit>-

has no control. It should be noted that 

Glendale's property tax rates have decreased 

over the last 2 years. Also, the City has no^ 

control over other tax rates in Maricopa 

County, property valuations made by the 

County Assessor or the total tax 

assessments, due from any particular tax 

payer. 

3. "McCue revoked the City's long standirig 

prior approval fordl. "other than aircraft 

storage."* For whatever reasons, the hangars 

were being operated contrary to the terms of 

the lease and the .Airport Rules and 

Regulations prior to 1994. At the direction 

of the Aviation Advisory Commission and 

after consultation of the Deputy City 

Manager and the City Legal StafT, it was 

determined that the appropriate course of 

action was to require compliance with the 

lease terms and the Rules and Rejnilations. 

GLEN0231 
4. Item #4 deals with some nebulous items 

listed as, "additional administrative cost 

required by reporting, professional fees, 

inspections and record keeping." Without 

further explanation or being able to review 

the books of the ovraer, the City cannot 

respond meaningftilly to the allegation. 

5. The final item deals with Mr. Smith's 

request to use the hangars and/or shades for 

uses other than aircraft storage. Once again, 

the lease, as the owner is fully aware, clearly 

does not allow for other uses. If that was an 

item which Mr. Smith felt of importance, it 

should have been discussed in 1992, before 

he made the purchase. In addition, the 

Airport Rules and Regulations adopted by 

the City Council, prohibit the use of the 

hangars for the uses requested by Mr. Smith. 

In short, paper storage and auto parking does 

not relate to additional aircraft on the field, 

which is the reason the Airport is here. 

It was felt that these facts should be aired to 

users of the field, as misstatements can be a 

confusing issue. In closing, the owner makes 

one final statement that, "we will continue to 

negotiate with the City of Glendale." We 

will keep everyone iofomied as to what, if 

any, negotiations take place. Those reports 

will be factual. Also, should anyone desire 

to review any files concerning this matter, as 

iiey are public documents, may certainly do 

so. 

The City of Glendale is opposed to the 

proj'ect as well as a group of homeowners 

already in the area. We have met with an 

AOPA Representative, and she will also be 

voicing the concern of AOPA. 

This will now be your chance to voice your 

opinion on this Ul conceived project. 

In order to let your voice be heard, you may 

address letters to: 

The Honorable 

£ d King, Chairman 

Maricopa County 

Board of Supervisors 

301 West Jefferson 

Phoenix, Arizona 85003 

LETTERS DO COUNT! and yours would 

be appreciated. Should you desire any 

additional information or have any 

questions, please feel firee to contact us at 

anytime. 

Thank you for your assistance. 

James J. McCue, A. A. E. 

Airport Manager 

Airport Administration 

The second item for this special edition 

deals with a proposed development known 

as Camelback Ranch. 

A group of developers are looking at an area 

just to the south of the Airport for a project 

known as Camelback Ranch. Camelback 

Ranch could have up to 2000 homes 

constructed over the next couple of years. 

GLEN0232 
Exhibit E 
t? OFFICE OF THE CTTY ATTORNEY Jkf ^ 5850 West Glendale Avenue, Suite 450 

__ Glendale, Arizona 85301 

n T7MK< T "C Telephone (623) 930-2930 

ULJUNL-mji Fax (623) 915-2391 

March 4,2009 

RECEIVED 

Daiyl M. WiUiams, Esq. ^ 

Baiid Williams & Gieer, LLP HAK 0 6 201 

6225 Noith 24"^ St, Suite 125 

Phoenix, AZ 85016-2044 BWG 

Re: Valley Aviation 

Deal: Mc. WiUiams: 

I am writing to you at Mi. Van Houtcn's instruction. It is necessary to address some of Mt. Van 

Houten's statements in his recent letters to Council Members and Ms. Skeen. I have not been involved with 

Valley Aviation to any extent in the past but have now gathered some background infotmadon. It appears to 

me that misstatements and accusadons reflected in Mr. Van Houten's letter arc indicative of the difficulties 

diat the Qty has long experienced with him and his ptedecessoi. 

Before responding to Mr, Van Houtcn's comments, let me clarify die purpose of Ms. Skeen's letter of 

January 14* to Valley Aviation. That leftcr addticsscs the scvctie underutili2ati6n of Valley Aviation's hangar 

facility since mid-2067. At that time. Valley Aviation chose to increase its rates to a level that forced most of 

the aircraft previously housed in diose hangars tp.relocate to the City's public apron area, where .they remain 

today. Thexe is a clear coiuensus among the aircriift owfiers diit Valley Aviation's rates are significantly 

higher thaii market rates for this facility. The City has an obli^tion to ensure diat Airport fadlities and 

services are made available to the public on a fair and reasonable basis.,,Significant public.fimds,have been 

used to develop the Airport to its cutrient condition and to position it to provide the highest level of service to 

the public and the aviation community. Businesses operating at the Airport must do so in a manner that does 

not diminish this public investment 

Therefore, consistent with FAA policy, theCity continually assures diat all Airport facilities arc 

utilized as fully as possible. While market conditions for the various facilities can cause fluctuation in the fees 

charged for various fadlities, there remains a reasonable market range for these fees. For any airport facility to 

be virtually unused for many months for no other reason dian the fees dialed unquestionably indicates that 

the fees set for those facilities are not within the reasonable market range. Such is the case with Valley 

Aviation's facility. As a result, Valley Aviation, as indicated in Ms. Skeen's letter, would be in violation of its 

Lease Agreement The Qty understands, however, that Valley Aviation has now corrected this situation. It is 

the City's expectation that Valley Aviation will remain in compliance througihout the term of its Lease 

Agreement 

With respect to Mr. Vskn Houten's letter, as mentioned abqye, it is full of many inaccurate statements. 

I do not believe it is a good use of anyone's time to address each accusation individually and will merdy 

dispute them in thdr entirety. However, the Qty holds safety at ifa Akport toi be a paramount responsibility. 

It will, theriefore; not allow its 'very good reputation for safely to be diminishcid by .baseless accusatiqiis or 

factu^ fabriqationsi To that end, I will respond tp Van Houten's accusatfon^ related to airport safety.... 

First, Mr. Van Houten's stateirient that there have been fires at.the FBO's fiiel farm is patently false. 

I would also add that the fiid in the FBO's tanks are monitored, drawn, and otherwise hancUed propedy. 

There is equally no basis for Mr. Van Houten's allegations to xhe contrary. 

CL00513 
Daryl M. Williams 

March 4,2009 

Page Two 

Similariy, Mr. Van Houten's assertions rdated to Air Safety Flight Academy are completely 

unfounded. The FAA, TSA, and die Control Tower monitor the air space capadty at the Airport The pattern 

work flown by foreign and other pilots who are training with Air Safety at the Airport is conducted under the 

safest conditions. Hiere have been no reports of near misses or other inddents related to Air Safety's 

operations. As an aside, Air Safety is a private business and has devdoped its client base without assistance 

firom the Qty. While Air Safety would like to expand, in fact, the Qty has not been able to accommodate that 

request because of a lack of space at the City's terminal. Air Safety may have contacted other businesses at the 

Airport to secure the additional space it may need for its growth. 

Further, contrary tn Mr. Van Hauten's assertions. City staff works very dosely with the FAA, TSA 

and other public agendes to assure continued safety operation of the Airport. In fact, die Qty recendy 

secured additional FAA grant fimding. As with ail aviation-related facilities, the City consistendy works with 

the TSA on security assessments and, it might be noted, that Qty staff was honored by the TSA for its efforts 

diidng last year's Super BowL 

I will briefly respond to Mr. Van Houten's complaints about the Qty interactions with Valley 

Aviation. All rules, regulations and standards are applied consistendy to each business operating at the 

Airport by the Airport Administrator. The Qty has not disctiminatorily denied any request for services oi 

allowance for uses that have been made by these businesses, induding potential subtenants of Valley Aviation. 

In fact, the Qty has never denied a potential subtenant of Valley Aviation. It has attempted to assist Valley 

Aviation by providing the information that would be required in a sublease, and as of this date only one 

sublease has been presented to the Qty for consideration. 

Additionally, attempts by Airport staff to meet with Mr. Van Houten prior to the 2008 Super Bowl 

were denied. Instead, he insisted on tying longstanding issues and misperceptions to unrelated discussions of 

potential business opportunity that would have put unused Airport facilities into use, at least for a short time. 

Mr. Van Houten's demands further demonstrated his unwillingness to comply with the FAA polldcs and 

Lease terms outlined above. 

Finally, with respect to Valley Aviation's discussions with Rightpath, the Qty was not involved in 

those discussions, or Rightpath's consideratioa of VaUey Aviation's position, to any extent whatsoever. 

Rightpath notified the Qty in mid-January that a deal could not be completed because of Valley Aviations 

unreasonable demands. 

It is my understanding that a meeting between Mr. Baird, you and me has been set As I mentioned 

above, I have not had any direct dealings with Valley Aviation and Mr. Van Houten in the past While: I am 

willing to be of service in this matter in any way I can, I do not plan on becoming directly involved unless a 

legal issue arises, which I hope is never the case. I would prefer that diese issues be handled with Qty Airport 

staff who arc vested with the responsibilities to handle Airport operations. 

Sincerely, 

CL00514