Howard & Howard Attorneys PLLC: Istrict Ourt Lark Ounty Evada

Electronically Filed
06/22/2020
1 EXPT
2
HOWARD & HOWARD ATTORNEYS PLLC
Cami M. Perkins, Nevada Bar No. 9149
3 [email protected]
Robert Hernquist, Nevada Bar No. 10616
4 [email protected]
Kirill V. Mikhaylov, Nevada Bar No. 13538
5
[email protected]
6
Wells Fargo Tower, Suite 1000
3800 Howard Hughes Parkway
7 Las Vegas, Nevada 89169-5980
Telephone: (702) 257-1483
8 Facsimile: (702) 567-1568
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Attorneys for Plaintiffs BAC Services, LLC,
10 Michael and Bethany Caruso, Robert Dugan, Roland Fraga,
Michael Halverson, R.J. Heapy, Ernie Martin, Doug Mueller,
11 David And Cristy Moore, Raymond Nickels, Matt Ragan,
Evan Slawson, Joel Smith, Brian Stokes, and Vincent Tolomeo
12
3800 Howard Hughes Pkwy., Ste. 1000
Howard & Howard Attorneys PLLC
DISTRICT COURT
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CLARK COUNTY, NEVADA
Las Vegas, NV 89169
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(702) 257-1483
BAC SERVICES, LLC, a Nevada limited CASE NO.: A-20-816602-B

15 liability company; MICHAEL and BETHANY
CARUSO, a married couple; ROBERT DEPT NO.: 27
16 DUGAN, an individual; ROLAND FRAGA,
an individual; MICHAEL HALVERSON, an
17
individual; R.J. HEAPY, an individual;
18 ERNIE MARTIN, an individual; DOUG
MUELLER, an individual; DAVID and
19 CRISTY MOORE, a married couple; PLAINTIFFS’ EMERGENCY EX PARTE
RAYMOND NICKELS, an individual; MATT APPLICATION FOR TEMPORARY
20 RAGAN, an individual; EVAN SLAWSON, RESTRAINING ORDER AND MOTION
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an individual; JOEL SMITH, an individual; FOR PRELIMINARY INJUNCTION ON
BRIAN STOKES, an individual; and ORDER SHORTENING TIME
22 VINCENT TOLOMEO, an individual,
23 Plaintiffs,
vs.
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THE CITY OF BOULDER CITY, a Nevada
Municipal Corporation; THE CITY COUNCIL
26 OF THE CITY OF BOULDER CITY;
ALFONSO NOYOLA, an individual; STEVE
27 MORRIS, an individual; DOES I through X,
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4849-1998-9171, v. 1
1 inclusive; ROE BUSINESS ENTITIES I
through X, inclusive,
2
3 Defendants.
5 Plaintiffs BAC SERVICES, LLC, a Nevada limited liability company (“BAC”)

6 MICHAEL and BETHANY CARUSO, a married couple (the “Carusos”), ROBERT DUGAN,
7 an individual (“Mr. Dugan”), ROLAND FRAGA, an individual (“Mr. Fraga”), MICHAEL
8 HALVERSON, an individual (“Mr. Halverson”), R.J. HEAPY, an individual (“Mr. Heapy”),
9 ERNIE MARTIN, an individual (“Mr. E. Martin”), DOUG MUELLER, an individual (“Mr.
10 Mueller”), DAVID and CRISTY MOORE, a married couple (the “Moores”), RAYMOND
11 NICKELS, an individual (“Mr. Nickels”), MATT RAGAN, an individual (“Mr. Ragan”),
12 EVAN SLAWSON, an individual (“Mr. Slawson”), JOEL SMITH, an individual (“Mr.
13 Smith”), BRIAN STOKES, an individual (“Mr. Stokes”) and VINCENT TOLOMEO, an

Las Vegas, NV 89169
14 individual (“Mr. Tolomeo” and collectively with BAC, the Carusos, Mr. Dugan, Mr. Fraga,
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15 Mr. Halverson, Mr. Heapy, Mr. E. Martin, Mr. Mueller, the Moores, Mr. Nickels, Mr. Ragan,
16 Mr. Slawson, Mr. Smith, and Mr. Stokes, “Plaintiffs” or the “Nunno Group Hanger Owners”),
17 by and through their undersigned counsel of record, the law firm of HOWARD & HOWARD,
18 hereby file this Emergency Ex Parte Application for Temporary Restraining Order and Motion
19 for Preliminary Injunction on an Order Shortening Time (this “Motion”). By this Motion,
20 Plaintiffs seek to enjoin Defendants the CITY OF BOULDER CITY (“Boulder City” or the
21 “City”), Boulder City’s City Manager, ALFONSO NOYOLA, an individual (the “City
22 Manager” or “Mr. Noyola”), and Boulder City’s City Attorney, STEVE MORRIS (the “City
23 Attorney” or “Mr. Morris” and together with Boulder City, the City Council and Mr. Noyola,
24 “Defendants”) from terminating Plaintiffs’ ground lease at the Boulder City Municipal Airport
25 and taking possession and control over the hangars owned as personal property by Plaintiffs.
26 In short, the ground lease upon which each of Plaintiffs’ respective hangars sit expires
27 on July 2, 2020. For literally years, Boulder City, via its authorized representatives and
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1 consultants, promised Plaintiffs that their respective leases would be renewed, extended, or
2 new leases would be entered into by Boulder City so as to ensure that Plaintiffs would continue
3 to enjoy the ownership of their personal hangars. Suddenly, in the middle of the COVID-19
4 epidemic, the Mayor of Boulder City called a “Special Meeting” (the “Special Meeting”) and
5 purportedly determined to allow Plaintiffs’ respective leases to expire, not renew them or enter
6 into new ground leases, and take physical control and possession of each of Plaintiffs’ hangars.
7 The wrongdoings and irregularities that occurred at the Special Meeting were inconceivable
8 and outright illegal. Because of the COVID-19 epidemic, Boulder City has been conducting its
9 City Council meetings via teleconference with the public only being able to submit comments
10 via an online public comment form or calling during the public comment portion of the meeting
11 to speak live, which is limited to five minutes. Plaintiffs were not afforded a proper opportunity
12 to be heard or be represented at the Special Meeting. In addition, Boulder City’s staff members,
13 namely the City Manager, City Attorney, Airport Manager and Airport Assistant Manager
Las Vegas, NV 89169
14 (collectively, “City Staff”) failed to provide critical information to the City Council that is
(702) 257-1483
15 unquestionably necessary in order to make an informed decision on the matter that was before
16 them, outright lied to the City Council regarding what they could legally vote to do regarding
17 Plaintiffs’ leases (i.e. extend them or enter into new leases), and the City Mayor and other
18 members of City Staff made representations to the City Council that were legally and factually
19 incorrect. The combination of the foregoing resulted in baffling confusion in the Special
20 Meeting and a conclusion by City Staff that they are authorized to move forward with
21 terminating Plaintiffs’ leases as of July 2, 2020 and taking possession of Plaintiffs’ personal
22 hangars.
23 After the Special Meeting, both a Councilmember and the Chairman of Boulder City’s
24 Airport Advisory Committee (the “AAC”), pursuant to the City Council’s Rules of Procedure,
25 requested that an agenda item to consider entering into new ground leases with Plaintiffs be
26 put on the City Council’s agenda for its meeting to be held on June 23, 2020. City Staff refused
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1 to put the Agenda Item on the June 23, 2020 City Council agenda, further necessitating that
2 Plaintiffs file the instant action and seek relief pursuant to this Motion.
3 Plaintiffs are entitled to retain the ownership of their hangars, as promised by the City
4 for more than a decade. Plaintiffs are also entitled to due process at the City Council meetings,
5 which due process has been fundamentally denied on every level.
6 This Motion is made and based upon the papers and pleadings on file, the Affidavit of
7 Cami M. Perkins, Esq., counsel to Plaintiffs, the attached declarations, the attached points and
8 authorities, the attached exhibits, and any oral argument the Court may entertain at hearing on
9 this matter. A proposed Order Granting Ex Parte Temporary Restraining Order is enclosed
10 herewith. Although this Motion is submitted as ex parte, a copy of this Motion is being sent to
11 the City Attorney and council for Boulder City concurrently.
12 DATED this 22nd day of June, 2020.
13 HOWARD & HOWARD ATTORNEYS PLLC

Las Vegas, NV 89169
14
(702) 257-1483
By: /s/ Cami M. Perkins__________________

15 Cami M. Perkins (#9149)
Robert W. Hernquist (#10616)
16 3800 Howard Hughes Pkwy., Ste. 1000
Las Vegas, NV 89169
17 Attorneys for Plaintiffs
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1 AFFIDAVIT OF COUNSEL IN SUPPORT OF PLAINTIFFS’ EMERGENCY EX
PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND MOTION
2
FOR PRELIMINARY INJUNCTION ON ORDER SHORTENING TIME
3
STATE OF NEVADA )
4 ) ss.
COUNTY OF CLARK )
5
Cami M. Perkins, being duly sworn, deposes and says that:
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1. I am a licensed Nevada attorney practicing with the law firm of Howard &
7
Howard attorneys, PLLC, which represents Plaintiffs in this case. I am knowledgeable of the
8
facts contained herein and am competent to testify thereto.
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2. I am over eighteen (18) years of age and have personal knowledge of the facts
10
set forth herein. If called to do so, I would competently and truthfully testify to all matters set
11
forth herein, except for those matters stated to be based upon information and belief.
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3. I make this affidavit in support of Plaintiffs’ Emergency Ex Parte Application

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Las Vegas, NV 89169
for Temporary Restraining Order and Preliminary Injunction on an Order Shortening Time.
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(702) 257-1483
Attached to the Motion as Exhibit 1 is my Declaration authenticating the exhibits attached to

15
the Motion.
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4. Each of the Plaintiffs in this case own a hangar (each, a “Hangar” and
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collectively, the “Hangars”) as their personal property at the Boulder City Municipal Airport
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(the “Boulder City Airport”). The Hangars sit on real property owned by Boulder City. Each
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of the Plaintiffs entered into a Ground Lease known as Agreement No. 89-85 (as amended by
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amendments 89-85A and 89-85B, the “Ground Lease”) with Boulder City, either by way of
21
contracting directly with Boulder City or by way of entering into a sublease with Boulder City’s
22
consent and approval. See Exhibit 2 to the Motion, Ground Lease. The Ground Lease has a
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term of thirty (30) years which is set to expire on July 2, 2020.
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5. As further explained in the Motion, municipal airports are regulated by the
25
Federal Aviation Administration (the “FAA”), and the FAA recommends that when the City’s
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land is utilized for private purposes, the FAA should not sell the land outright but should lease
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1 the land. Hence, the reason for the Ground Lease. As further explained, once the Ground Lease
2 expires, there is language in the Ground Lease which provides that the improvements on the
3 ground (i.e. the Hangars) revert to Boulder City, which is a process commonly referred to as
4 “reversion.” Notwithstanding the reversion process, there is nothing that prevents Boulder City
5 from extending the Ground Lease, entering into a new ground lease, and refraining from
6 exercising reversion. In fact, although nearly all ground leases for airport hangars with
7 municipalities have reversion clauses, very few municipalities ever exercise the reversion
8 clauses.
9 6. As the voluminous exhibits and declarations attached to the Motion evidence,
10 for several years, stemming as far back as 2006, Boulder City gave Plaintiffs and the numerous
11 other hangar owners at the Boulder City Airport (collectively, the “Hangar Owners”) every
12 indication that upon expiration of the Ground Lease, Boulder City would either extend the
13 Ground Lease or enter into a new ground lease, but would simply expect Plaintiffs to pay an
Las Vegas, NV 89169
14 increased rent commensurate with current fair market rental rates. 1

(702) 257-1483
15 7. Just within the last two years, Boulder City Staff held workshops with Plaintiffs,
16 published materials, hired consultants to conduct multiple types of analyses, posted information
17 on its website, solicited proposals from Plaintiffs and others for improving the Hangars and
18 extending the Ground Lease, and even hired an attorney to draft a new ground lease which was
19 apparently drafted by the attorney and provided to City Staff but never provided to Plaintiffs or
20 the City Council. Plaintiffs had no reason to believe that the City did not intend to renew the
21 Ground Lease or enter into a new ground lease effective as of July 2, 2020. Under either
22 scenario, Plaintiffs would retain the ownership of their respective Hangars which is important
23 because Plaintiffs paid a substantial amount for their respective Hangars, made significant
24
1
There is a total of 140 privately-owned hangars at the Boulder City Airport, all of which are
25
subject to varying ground leases with Boulder City with reversion clauses. Plaintiffs’ Ground
26 Lease is the earliest to expire, but the extension of Plaintiffs’ Ground Lease or entering into a
new lease directly with Boulder City affects all Hangar Owners because Boulder City will
27 necessarily have to act in accordance with whatever policy is implemented for Plaintiffs when
the ground leases expire for the rest of the Hangar Owners.
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1 improvements to them, and made life decisions based on their ability to continue to own and
2 utilize them. In addition, the Hangars are real property and may have equity if the ground lease
3 term is extended.
4 8. Plaintiffs have been requesting formal extension or new lease paperwork from
5 the City for the last two years, and particularly within the last several months because the
6 Ground Lease expiration date is quickly approaching, but the City has been unresponsive.
7 9. On May 13, 2020, the City posted on its online agenda center a “Special City
8 Council Agenda – Airport” which listed four (4) items “for possible action” by the City Council,
9 three of which materially and directly affect Plaintiffs (the “Special Meeting Agenda”). The
10 posting by the City of the Special Meeting Agenda is the manner in which Plaintiffs (and other
11 interested members of the public) receive notice that the City Council is holding a special
12 meeting, versus the regular meetings the City Council holds the second and fourth Tuesday of
13 each month. The Special Meeting Agenda provided that the Special Meeting was to take place
Las Vegas, NV 89169
14 on May 19, 2020 at 9:00 a.m. See Exhibit 44 to the Motion, Special Meeting Agenda posted
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15 May 13, 2020 for May 19, 2020 Special Meeting.

16 10. Of particular importance to Plaintiffs, the Special Meeting Agenda included the
17 following agenda items:
18 Item 2. For possible action: Resolution No. 7100, a resolution of the City
Council of Boulder City, Nevada, authorizing City Staff to seek appraisals of general
19
aviation hangar facilities at the Boulder City Municipal Airport.
20
Item 3. For possible action: Discussion and possible staff directive
21 regarding the term expiration of Lease Agreement No. 89-85, Lease Agreement Boulder
City Municipal Airport.
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regarding matters pertaining to hangar lease options:
24 A. Triple-Net Hangar Lease
B. Regular Hangar Lease
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11. The lease referred to in Agenda Item 3 is the Ground Lease which Plaintiffs have
26
been requesting formal extension or new lease paperwork from the City for at least the last two
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1 years.
2 12. Prior to the Special Meeting, the City also posted a packet of information that
3 was compiled by City Staff to be provided to the City Council Members prior to the Special
4 Meeting to supposedly assist them in the discussion and possible staff directives to take place
5 at the Special Meeting (the “Special Meeting Informational Packet”). See Exhibit 45 to the
6 Motion, Agenda Package from Staff for May 19, 2020 Special Meeting. Notwithstanding the
7 voluminous amount of information that the City has obtained over the last several years
8 regarding extension of the Ground Lease or entering into a new ground lease, the Special
9 Meeting Informational Packet contained none of this information. Instead, as it pertained to
10 Agenda Item 3, the Special Meeting Informational Packet only contained a two-page Staff
11 Report and a copy of the Ground Lease. As it pertained to Item 4, the Special Meeting
12 Informational Packet only contained leases that would apply if the City exercised reversion and
13 owned the Hangars (the “City-Owned Hangar Rental Agreement”). Notably absent was the
Las Vegas, NV 89169
14 new ground lease Plaintiffs had been informed the City hired a specialized attorney to draft the
(702) 257-1483
15 preceding year and promised and promised would be considered. In short, the Special Meeting
16 Informational Packet lacked the information the City Council needed to make an informed
17 decision.
18 13. Based on the COVID-19 epidemic, the City will not allow in-person attendance
19 at any City Council meetings, including the Special Meeting. The City has been conducting its
20 City Council meetings via teleconference with the public only being able to submit comments
21 via an online public comment form or calling during the public comment portion of the meeting
22 to speak live, which is limited to five minutes. See Exhibit 47 to the Motion, City Council
23 Teleconference Protocol; also see Exhibit 44 to Motion, Special Meeting Agenda posted May
24 13, 2020 for May 19, 2020 Special Meeting.
25 14. Plaintiffs attempted to meet with Members of the City Council and communicate
26 with them individually prior to the Special Meeting, but due to the COVID-19 epidemic, their
27 access to the Members of the City Council was limited.
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1 15. On May 19, 2020, the City Council convened and held the Special Meeting.
2 Although Plaintiffs submitted online public comments and some called during the public
3 comment portion of the meeting to speak live, Plaintiffs were not afforded a proper opportunity
4 to be heard or be represented at the Special Meeting.
5 16. In addition, City Staff failed to provide critical information to the City Council
6 that is unquestionably necessary in order to make an informed decision on the matter that was
7 before them, misrepresented to the City Council Members regarding what they could legally
8 vote to do regarding the Ground Lease (i.e. extend it or enter into a new lease/leases), and the
9 City Mayor and other members of City Staff made representations to the other City Council
10 Members that were legally and factually incorrect.
11 17. Even without having critically important information, having the opportunity to
12 ask questions and have them answered by a representative of Plaintiffs, and even with being
13 misinformed and misled by City Staff, at the Special Meeting, several Members of the City
Las Vegas, NV 89169
14 Council expressed their concerns that there had been a lot of miscommunication by the City,
(702) 257-1483
15 the City had never given Plaintiffs (or any of the Hanger Owners) clear direction on the City’s
16 intention with the Hangars, and that Plaintiffs and others had made financial decisions based
17 on what they had been told over the last several years. Members of the City Council stated that
18 they agreed with the comments made in public comment that when Plaintiffs were assured that
19 the Ground Lease would be extended or they would have a new lease created to keep the
20 ownership of their Hangars in place, it would be unfair for the City to suddenly now say the
21 City is going to allow the Ground Lease to expire and have the Hangars revert to it. The Mayor
22 (the one advocating for termination of the Ground Lease and reversion of the Hangars)
23 specifically acknowledged that the lease renewal process had certainly not “been a very clear
24 path.” See Exhibit 48 to the Motion, Transcript of Special Meeting at p. 32.
25 18. During the Special Meeting, City Staff made numerous misrepresentations to
26 the City Council, including, but not limited to:
27 a. The City Manager informed the City Council that they could not consider an
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1 extension of the Ground Lease, which is not true. See Id. at p. 42.2
2
b. The City Manager informed the City Council that if they voted to enter into
3 a new lease, they could only do so with the existing lease holder of the
Ground Lease, which is not true. Boulder City has every right and ability to
4 enter into new leases with each of Plaintiffs. See Id.3
5 c. The City Attorney informed the City Council that once the Ground Lease
expires, there is no more Ground Lease, and the City cannot renew another
6
Ground Lease at that point. He wrongfully explained that at that point, the
7 Hangars revert and become the property of the City and the City cannot
differentiate in terms of a ground lease or a hangar lease, it has to be all one
8 lease. The City Attorney reiterated – “You’re not entering into a new ground
lease. It’s a lease for vertical improvements that are on that portion of
9 ground to whomever wants to enter into that lease with the City.” This
information was legally completely incorrect. Boulder City has every right
10
and ability to enter into a new ground lease with each of Plaintiffs, or extend
11 the current Ground Lease. The City Attorney refused to provide the
Members of the City Council with correct or competent advice. Id. at pp.
12 43-44.4
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d. The City Attorney discussed the issue of consideration with the City
Las Vegas, NV 89169
14
Council, and told the City Council that simply renewing the Ground Lease
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would not provide additional consideration and his recommendation would

15 be there is not a good enough reason. The City Attorney failed to inform the
2
16 City Manager when inquiry from Member of the City Council regarding extension of the Ground
Lease: “So that is not an option, because we’re not looking at, unless the Council, just determines
17 otherwise today, we’re not looking at extending a contract that currently there is no language in there
that says extension.”
18
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City Manager when inquiry from Member of the City Council regarding entering into new ground
19 leases: “If you did a new ground lease, it would be a new ground lease with the one individual that
currently has that contract.”
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City Attorney when inquiry from Member of the City Council regarding entering into new ground
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leases: “So with respect to the Ground Lease, the Ground Lease is, as you say, with one person, right?
One entity. Since that time, that the assignment was made between Nunno, and not one entity, that
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entity is assigned to at least three other people, their own interest in that Ground Lease. But it remains
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an interest in the original contract. That’s it. Once that contract expires, right, there is no more Ground
Lease. You’re not renewing another Ground Lease at that point. You would be entering into a new
24 lease for everything. Because the hangar and the ground—the hangar now reverts, becomes the property
of the City. And so we don’t differentiate in terms of a ground lease or a hangar lease, it’s all one lease.
25 And so that’s what the Council has before it is the option of what that lease may look like. Right?
Whether it’s a triple net lease or it’s a lease where the City assumes the responsibility for the
26 maintenance of those hangars, which it now owns under the terms of the agreement. So just to clarify,
you’re not entering into a new ground lease. It’s a lease for the vertical improvements that are on that
27 portion of ground to whomever wants to enter into that lease with the City. So hopefully that clears that
up a little bit.”
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1 City Council that the undersigned had informed him that Plaintiffs were all
willing to pay substantially higher ground lease rental rates. Id. at 43.5
2
3 e. The City Manager represented that City Staff had been “preparing” for
reversion for several years, and that the previous City Council had set a
4 policy to proceed with the City owning the Hangars. When specifically
questioned regarding the previous City Council setting a policy, the City
5 Manager admitted that “I believe when the Council approved these leases 30
years ago, they set that policy.” In other words, the City Manager tried to
6
mislead the City Council by stating that the previous City Council had set a
7 policy as if he had specific knowledge, even though he was just stating his
belief based on the reversion language in the Ground Lease.
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f. A Member of the Council asked the Assistant Airport Manager if the City
9 had ever pursued an RFP or informal RFI for extensions on the Hangar
leases. The Assistant Airport Manager stated that there was a suggestion
10
“from the consultant” as an option the Airport or the City could pursue, but
11 it never did. This is false. The City specifically issued an announcement
with guidelines for lease extensions for the Hangars. See Exhibit 36 to the
12 Application, Announcement from Boulder City “General Guidelines for
Lease Extensions for Aviation Storage Hangars” dated August 22, 2019.
13
City Staff received multiple proposals in response, none of which were
Las Vegas, NV 89169
14
provided to the City Council.
(702) 257-1483
15 19. After a nearly seven hour City Council meeting, and without Plaintiffs being
16 able to provide any input regarding any of the questions intelligently posed by certain Members
17 of the City Council, the Mayor made a motion “to proceed under the terms of the Lease which
18 would entail reversion of the property…that the terms of the Lease be executed as it is worded”
19 (the “Mayor’s Motion”). One other councilmember seconded the Mayor’s Motion. Two of the
20
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City Attorney regarding consideration for extending the Ground Lease, notwithstanding being
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informed that Plaintiffs would pay substantially higher rates for an extension or a new ground lease:
“Again, the benefit that was bargained for 30 years ago was reversion of those structures to the City.
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And if the City now decides that they’re going to forego that, then there has to be a good reason for it.
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And that good reason usually is consideration, compensation, right? What is that? That doesn’t exist
under these scenarios that has been presented. A simple renewal of the underlying terms of the Lease
24 doesn’t provide additional consideration and my recommendation would be, then it’s not a good enough
reason. Because you can’t give away value as you’ve stated Mayor. And if you do, you’d better have
25 a real good reason for it. Whether it’s economic development or something along those lines where we
have those exemptions within the law where the Council consider okay, here’s the value of this public
26 asset. But we’re going to reduce that value because it’s justified under the law for economic
development or a non-profit, or some of the other reasons that we have. I have not been presented with
27 any reason in the current scenario that would allow the Council to say yeah, let’s go ahead and do that
and just extend these leases beyond the term that was bargained for 30 years ago.”
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1 five City Council Members voted in favor of the Mayor’s Motion. The other three Members
2 of the City Council voted in opposition to the Mayor’s Motion, and therefore the Mayor’s
3 Motion failed.
4 20. Notwithstanding the fact that the Mayor’s Motion failed, the Mayor insisted that
5 if no other councilperson made a motion to change the terms of the Ground Lease, the terms of
6 the Ground Lease would be executed as the Ground Lease is worded, which means that the
7 Ground Lease would expire on July 2, 2020, and the City would exercise reversion and take the
8 Hangars. In other words, the Mayor insisted that if no other councilperson made a motion, the
9 Mayor’s Motion would take effect because the Mayor’s Motion was to proceed with the terms
10 of the Ground Lease as worded.
11 21. It was apparent that because the Members of the Council had all been given
12 incorrect factual and legal advice, they did not know how to properly phrase any other type of
13 motion to propose extending the Ground Lease or entering into a new ground lease.
Las Vegas, NV 89169
14 22. The combination of the foregoing resulted in baffling confusion and City Staff
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15 moving forward with terminating Plaintiffs’ leases as of July 2, 2020 and taking possession of
16 the Hangars.
17 23. Thereafter, the City Council held a regularly scheduled meeting on June 9, 2020
18 (the “June 9th Meeting”). On the agenda for the June 9th meeting was an action item “discussion
19 and approval of hangar rental agreement format” meaning approval of City-Owned Hangar
20 Rental Agreement. See Exhibit 51 to Motion, June 9, 2020 City Council Agenda. The package
21 provided by City Staff to the City Council, once again, only contained a draft version of the
22 City-Owned Hangar Rental Agreement. See Exhibit 52 to the Motion, June 9th Meeting Staff
23 Report. Notably absent again was the new ground lease Plaintiffs had been informed the City
24 hired a specialized attorney to draft the preceding year and promised would be considered.
25 Again, the agenda packet prepared by City Staff lacked the information the City Council needed
26 to make an informed decision.
27 24. At the June 9th Meeting, Members of the Council continued to express concerns,
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1 only to again be misled by City Staff and bullied by the Mayor. A transcript from the June 9 th
2 Meeting is not yet available, but relevant portions of the video footage will be available at the
3 hearing on the Motion for Preliminary Injunction.
4 25. Upon information and belief, on June 11, 2020, one Member of the City Council
5 requested that consideration of extension of the Ground Lease and all information related
6 thereto be considered at the June 23, 2020 City Council Meeting (the “June 23 rd Meeting”), but
7 City Staff rejected the request, notwithstanding the fact that any member of the City Council is
8 allowed to request that an agenda item be included on the City Council’s agenda pursuant the
9 City Council’s Rules of Procedure. 6
10 26. Thereafter, on June 13, 2020, the Chairman of the AAC also requested that
11 consideration of extension of the Ground Lease and all information related thereto be
12 considered at the June 23rd Meeting, and even included a prepared “Staff Package” to be
13 presented to the City Council, all in accordance with the City Council’s Rules of Procedure.
Las Vegas, NV 89169
14 See Exhibit 54 to the Motion, AAC Request by Matt Ragan, Charmain of ACC. Again, City
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15 Staff rejected the request, notwithstanding the fact that the Chairman of the ACC is allowed to
16 request that an agenda item be included on the City Council’s agenda pursuant the City
17 Council’s Rules of Procedure. See Exhibit 55 to the Motion, City Clerk Rejection.
18 27. On June 16, 2020, Boulder City published its agenda for the June 23 rd Meeting,
19 which agenda includes for action the approval of the terms and conditions of the City-Owned
20
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Section 3.8 of the Rules of Procedure – City Council of Boulder City, Nevada, Adopted December
13, 1961, as amended, provides:
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Agenda items can only be submitted by members of the Council, its appointed officers, and by the
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Chairmen of the Commissions and Committees, the members of which are appointed by the City
Council. Matters to be considered by the Council at a regular meeting and to be included on an agenda
24 must be submitted by staff in writing to the City Clerk no later than 6:00 p.m. Thursday, nineteen days
preceding the day of the meeting. If any matter to be included on an agenda is submitted after 6:00 p.m.
25 Thursday as stated, it must be received prior to the Monday morning staff meeting for consideration of
placing on the agenda, with such item ready for Council action and/or consideration. The City Manager,
26 City Clerk, and members of the City Council may add items to the agenda after the Monday staff meeting
deadline if it is deemed necessary, but no items shall be added later than 12:00 noon Wednesday
27 following the Monday staff meeting, unless the item is an emergency in nature.
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1 Hangar Rental Agreement (“Agenda Item 11”). See Exhibit 56 to the Motion, June 23, 2020
2 City Council Agenda.
3 28. Based on what transpired at the Special Meeting, the June 9 th Meeting, and the
4 fact that City Staff is precluding the legitimate agenda item proposed by both a Member of the
5 City Council and the Chairman of the AAC from being on the agenda at the June 23 rd Meeting,
6 it is clear that City Staff intends to lead the City Council further down this rabbit hole of
7 convincing the City Council that the City-Owned Hangar Rental Agreement is the only option
8 and obtaining approval of Agenda Item 11. City Staff should be enjoined from presenting
9 anything regarding the City-Owned Hangar Rental Agreement and seeking approval of Agenda
10 Item 11, or even discussing the situation of Plaintiffs’ Hangars at the June 23 rd Meeting or any
11 future meeting until further order of this Court. The City Council should be enjoined from
12 discussing, considering, or otherwise voting on Agenda Item 11 until further order of this Court.
13 Otherwise, the City Council will likely end up taking action based on incomplete and incorrect
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14 information, which action will have to be unwound.

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15 29. Based on the fact that there will not be sufficient time to have a hearing prior to
16 the June 23rd Meeting, it is necessary to file the Motion Ex Parte to enjoin Boulder City as set
17 forth above and as set forth in the Motion.
18 30. Without a temporary restraining order, Plaintiffs will be irreparably harmed
19 because Defendants will approve Agenda Item 11, and as of July 2, 2020, maintain that the
20 Ground Lease has expired, that the Hangars have reverted, and that the City owns the Hangars
21 which are Plaintiffs’ personal property. Plaintiffs stand to lose their real property interest in the
22 land that their Hangars sit on, and their Hangars themselves which many of them have spent
23 their life savings to purchase and improve with the understanding that they would be able to
24 own and enjoy their Hangar for several years to come.
25 31. If Defendants are provided with notice of this Motion, they are likely to
26 effectuate the acts Plaintiffs are seeking to enjoin. Nonetheless, Plaintiffs are providing notice
27 of the Motion concurrently herewith to Boulder City’s Attorney (who is also a defendant) and
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1 ORDER SHORTENING TIME
2 Good cause appearing, IT IS HEREBY ORDERED, that the foregoing MOTION
3 1st day of
FOR PRELIMINARY INJUNCTION shall be heard on the ____
4 July
_____________________, 11:30 a.m. am/pm.
2020, at the hour of __________
5
6 Dated: ______________ ____________________________________________

EIGHTH JUDICIAL DISTRICT COURT JUDGE
7 JD
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1 POINTS AND AUTHORITIES
2 I. INTRODUCTION
3 Plaintiffs are a group of passionate, respectful, intelligent aviators who have spent their
4 entire lives working hard to live their dream of doing what they love. The central component
5 of their dream: their hangar. To each of these aviators, their hangar is the equivalent of their
6 home. They spend as many hours at their hangar as they do at their home, and they take just as
7 much pride in ownership.
8 Hangars located at municipal airports, like Plaintiffs’ hangars, generally are acquired as
9 personal property via a bill of sale, which is personal property improved on real property and
10 subject to a ground lease with the municipality which owns the ground (i.e., the dirt). In this
11 case, that municipality is Boulder City. Once the ground lease expires, there is language in the
12 ground lease which provides that the improvements on the ground (i.e. the hangars) revert to
13 the municipality, which is a process commonly referred to as “reversion.” The reason for this
Las Vegas, NV 89169
14 typical hangar acquisition structure is that it is recommended by the FAA, as explained in more
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15 detail below.
16 For reasons no one can understand (or are yet to reveal themselves because there is an
17 unquestionable hidden agenda by City Staff), suddenly, in the middle of the COVID-19
18 epidemic no less, City Staff with the support of the Mayor have taken it upon themselves to
19 stick it to the hangar owners and exercise the right of reversion. City Staff has manipulatively
20 presented the City Council with agenda items which leave them no choice but to plunge forward
21 with reversion, without even being presented with options for extending the Ground Lease or
22 otherwise. When members of the City Council have asked City Staff for options, they were
23 either dismissed or provided with completely wrong information and incorrect legal advice.
24 The City Council certainly were not told by City Staff that Plaintiffs and the Hangar Owners
25 have been told for years by the City that their lease would be extended or a new ground lease
26 entered into.
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1 The hangar owners made financial and life-changing decisions based on the
2 representations of Boulder City officials, including decisions to relocate to Boulder City,
3 purchase their hangars, make substantial improvements to their hangars, and build their
4 business and lives in Boulder City. The City Council has been forced into a no-win situation by
5 its own City Staff and Mayor by be presented with literally no option other than to cause
6 irreparable harm to the Hangar Owners and destroy what once was a strong sense of community
7 in Boulder City.
8 Defendants must be enjoined for the reasons outlined below. Plaintiffs are likely to
9 succeed on the merits because decisions made by the City Council regarding the hangars are
10 arbitrary and capricious, and unsupported by substantial evidence. Plaintiffs face irreparable
11 harm because if the City exercises reversion, Plaintiffs will lose their entire interest in their
12 hangars which are personal property located on real property and that interest cannot be
13 replaced. Plaintiffs’ interest in their hangars is the same as an interest in any other type of real
Las Vegas, NV 89169
14 estate. That interest is specific and unique. If Plaintiffs’ interests in their hangars is taken from
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15 them, there is no amount of money that can adequately compensate them for their loss.
16 Plaintiffs’ interests outweigh any potential harm to Defendants, and granting the temporary
17 restraining order and a preliminary injunction is not contrary to the public’s interest. Plaintiffs
18 accordingly respectfully request that the Court enter a temporary restraining order and a
19 preliminary injunction until a trial on the merits can be held.
20 II. FACTS
21 A. Background to the Ground Lease and Plaintiffs’ Ownership of Their Hangars
22 Boulder City owns the Boulder City Airport, which has been in existence since the
23 1930s. A key component to the growth and master plan of any municipal airport is the inclusion
24 of private hangars, so that owners of private aircraft can store their aircraft at the municipal
25 airport and come and go directly. The private aircraft owners support the airport by purchasing
26 fuel, paying landing fees, and otherwise contributing to the airport. Private hangars at a
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1 municipal airport are always considered a win-win proposition for the municipality and the
2 aircraft owners and are generally in high demand.
3 In July of 1989, Boulder City issued a Request for Proposal (“RFP”) for the
4 development of private hangars, which RFP was awarded to the Nunno Corporation (“Nunno”).
5 Nunno entered into a ground lease with the City known as Agreement No. 89-85 (as amended
6 by amendments 89-85A and 89-85B, the “Ground Lease”), which Ground Lease allows for the
7 construction of 28 aircraft storage hangars (each, a “Hangar” and collectively, the “Hangars”)
8 and contains an initial term of 20 years with a 10-year option. See Exhibit 2, Ground Lease.
9 After Nunno constructed the Hangars, it sold them to individual owners (each, a
10 “Hangar Owner” and collectively, the “Hangar Owners”) as personal property via a bill of sale
11 and entered into a Ground Sublease with each Hangar Owner, which Boulder City consented
12 to in writing. See Exhibit 3, Ground Sublease.
13 On March 25, 2010, the optional ten additional years was requested per the Ground
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14 Lease, which is now set to expire on July 2, 2020. On June 18, 2018, with Boulder City’s
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15 consent, Nunno assigned the Ground Lease to Marcrea Development, LLC (“Marcrea”). See
16 Exhibit 4, Declaration of Robert Martin, Manager of Marcrea (“Mr. Martin”); also see Exhibit
17 5, Assignment of Ground Lease to Marcrea. Three Hangar Owners, Plaintiffs the Carusos, Mr.
18 Nickels, and Mr. Smith, obtained an Assignment of the Ground Lease from Marcrea, which
19 Boulder City also consented to in writing, thereby creating a direct contractual relationship
20 between Boulder City and those three Hangar Owners and eliminating the sublease situation
21 with Marcrea. See Exhibit 4, Declaration of Mr. Martin. On June 1, 2020, Marcrea signed
22 Assignments of the Ground Lease with each of the Plaintiffs in order to allow each of them to
23 have a direct contractual relationship with Boulder City and eliminate the sublease situation
24 with Marcrea. Id.; also see Exhibit 6, Assignments. Marcrea agreed to sign the foregoing
25 assignments with Plaintiffs in order to address concerns expressed by City Staff and the City
26 Council at a recent City Council meeting (discussed below) and facilitate the options available
27 to Boulder City to amend the Ground Lease or enter into a new Ground Lease and
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1 simultaneously terminate the current Ground Lease with respect to each Plaintiff. See Exhibit
2 4, Declaration of Mr. Martin.
3 B. The Concept of Reversion and its Applicability to Plaintiffs
4 The central issue in this matter is the concept of “reversion” and how Boulder City is
5 suddenly attempting to implement reversion in order to take ownership of the Hangars.
6 Reversion is the process whereby upon expiration of the term of an agreement, the ownership
7 of the permanent improvements made by the tenant revert to the airport sponsor (in this case,
8 Boulder City), at the airport sponsor’s option. See Exhibit 7, Aeroplex Group Partners Policy
9 Review re: Reversion dated March 2019, commissioned by Boulder City at p. 2 (the “Aeroplex
10 Report”). Reversion clauses are generally contained in all hangar leases because they are
11 recommended by the FAA in connection with one of the FAA’s grant assurances which requires
12 the airport to be as self-sustaining as possible under the circumstances. According to the
13 Aeroplex Report (and all other relevant research on the reversion concept), as an alternative to
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14 reversion, the airport sponsor may require the tenant to demolish or remove improvements and
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15 return the leased premises to its original condition, or may keep tenants or a new master tenant
16 with an extended term in exchange for the tenants making improvements to the permanent
17 improvements. Id.
18 The Ground Lease contains customary hangar ground lease provisions, including the
19 reversion concept discussed above. Specifically, the Ground Lease provides that upon its
20 expiration, the tenant shall execute a deed whereby the title to the lease site (i.e. the applicable
21 hangar) is quitclaimed to Boulder City (the “Reversion Clause”). See Exhibit 2, Ground Lease
22 at Section 39. The Ground Lease further provides that the tenant “agrees to transfer ownership
23 and title to all tenant owned permanent hangars and all other improvements on date of
24 termination of this Lease.” See Id. at Section 40.
25 C. Boulder City Repeatedly Made the Hangar Owners Believe That the Ground
Lease Would be Renewed and That the Reversion Clause Would not be Exercised
26
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1 The topic of renewal of the Ground Lease and concerns regarding the Reversion Clause
2 started as early as 2006. Plaintiffs are not the only Hangar Owners concerned with the reversion
3 issue. Although Plaintiffs’ hangars were the first hangars to be built at the Boulder City Airport
4 and therefore have their Ground Lease expiring the soonest, there are a total of 140 hangars at
5 the Boulder City Airport, all of which are subject to varying ground leases with reversion
6 clauses. See Exhibit 8, Airport Hangar Maps with Ground Lease expiration dates; also see
7 Exhibit 9, Declaration of Richard Moynihan, President of the Boulder City Airport Association,
8 Exhibit 23, Declaration of Kurt Goodfellow, Chair Member of AAC. In 2006, Boulder City
9 recognized that there were multiple versions of varying ground leases which applied to the
10 various Hangar Owners and Boulder City wanted one “master lease” which applied to all
11 Hangar Owners. See Exhibit 9, Declaration of Richard Moynihan, Exhibit 23, Declaration of
12 Kurt Goodfellow, Chair Member of AAC. Boulder City’s Community Development Director
13 at the time, Brok Armantrout, sent correspondence to the Hangar Owners soliciting their input
Las Vegas, NV 89169
14 and interest to renegotiate the various hangar leases at the Boulder City Airport, with Boulder
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15 City’s proposal including:

16 Length of Term: 30 years with an option to extend an additional 10 years
(This would replace the existing lease, with an estimated
17
lease expiration date of January 1, 2037, with an option
18 to extend the lease an additional 10 years to the year
2047).
19
Price Per Square Foot: To be determined through an appraisal of the leasehold
20 (Actual rate will not be known until an appraisal tis
competed, although a preliminary oral report placed the
21
value in the $0.50 to $0.70 per square foot range).
22
23 See Exhibit 10, Solicitation of Interest to Renegotiate Hangar Lease and draft Hangar
24 Ground Lease sent by Boulder City to Hangar Owners. In its solicitation, Boulder City stated
25 that the rent would be increased annually based upon the Consumer Price Index (CPI) and
26 enclosed a draft Hangar Ground Lease document in its proposal. Id.; also see Exhibit 9,
27 Declaration of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member
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1 of AAC. For reasons unbeknownst to Plaintiffs and the other Hangar Owners, as time went on,
2 Boulder City became less concerned with the lack in uniformity among the varying ground
3 leases and the proposal died on the vine, even though all of the Hangar Owners supported it and
4 continued to raise it. See Exhibit 9, Declaration of Richard Moynihan, Exhibit 23, Declaration
5 of Kurt Goodfellow, Chair Member of AAC.
6 In 2013, Boulder City entered into extensions of all of the commercial leases at the
7 Boulder City Airport for a term of an additional forty (40) years. Although the commercial
8 leases and the ground leases for the Hangars are for different types of uses, the Hangar Owners
9 were all lead to believe by Boulder City that Boulder City would surely extend the private
10 hangar leases because they had extended the commercial leases with no controversy. Id.
11 Beginning in the Spring of 2015, concerned Hangar Owners and members of the Airport
12 Advisory Committee (the “AAC”) (all of whom are appointed by the City Council) began
13 expressing concern for the timing for the Ground Lease being renewed and raising the issue at
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14 meetings of the AAC. Specifically, in a May 5, 2015 meeting of the AAC, the Manager of
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15 Marcrea, Mr. Martin, brought up seeing Boulder City renew the Ground Lease and AAC
16 Committee Member Kurt Goodfellow (“AAC Committee Member Goodfellow”) stated that the
17 lease issue should be added to the meeting agenda for the next AAC meeting. See Exhibit 11-
18 A, May 5, 2015 AAC Meeting Minutes.
19 At the next AAC meeting held on July 7, 2015, the then-City Manager, David Fraser,
20 discussed the private hangar leases and stated that Boulder City “is looking into all options and
21 will bring the item back to the AAC for input after City Staff has researched the various
22 instruments available.” See Exhibit 11-B, July 7, 2015 AAC Meeting Minutes. Various hangar
23 owners commented regarding extensions of the leases. Id. In response, the City Manager
24 commented that it was unlikely Boulder City would extend the leases at the “30 year old hangar
25 rates” but said nothing about Boulder City exercising the Reversion Clause. Id.
26 At the following AAC meeting held on November 3, 2015, the lease renewal issue was
27 not put on the AAC agenda by Boulder City’s staff. See Exhibit 12, November 3, 2015 AAC
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1 Meeting Minutes. Various hangar owners inquired why the item was not on the agenda and
2 expressed their concerns. Id.
3 Three months later, at the next AAC meeting held on January 5, 2016, a presentation
4 was given by an attorney hired by Boulder City regarding Boulder City’s options with regards
5 to the private hangar ground leases. See Exhibit 13, January 5, 2016 AAC Meeting Minutes.
6 The presentation provided was not made part of the public records for reasons unbeknownst to
7 Plaintiffs. At that meeting, members of the public requested that the City move quickly with
8 the lease negotiations and quit stalling. Id. Specifically, AAC Committee Member Goodfellow
9 stated that he “would like the AAC to recommend to City Council that the City start negotiations
10 as soon as possible.” Id. Mr. Martin stated that “the City is stalling on the hangar leases. AAC
11 should recommend to Council that the leases be renewed.” Id.
12 The hangar lease renewal issue was presented at the very next AAC Meeting, where
13 again the then City Manager, Mr. Fraser, attended and provided an update regarding the hangar
Las Vegas, NV 89169
14 renewals. See Exhibit 14, April 5, 2016 AAC Meeting Minutes. Mr. Frasier again stated that
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15 “there are many options to consider and the City will be researching those options and perform
16 a benefit cost analysis while considering the future market.” Id. (emphasis added). City
17 Manager Fraser stated that the City would develop a proposal, and that he was grateful for the
18 support of the tenants that helped the airport develop (i.e. the Hangar Owners). Id. City
19 Manager Fraser stated “there is no incentive to kick anyone out” and reiterated that “there are
20 many options to look at and the City is going through that process.” Id. (emphasis added). The
21 meeting minutes from the April 5, 2016 AAC meeting also reflect that there were discussions
22 regarding whether the Hangars were considered real property or personal property, the
23 appropriate timeframe to begin the negotiation process, and “finding common ground and
24 developing a mutual agreement for all parties concerned.” Id.
25 At the following AAC meeting held on July 5, 2016, City Manager Fraser stated that
26 since the last AAC meeting, “the City has been researching other airport hangar leases and
27 options.” See Exhibit 15, July 5, 2016 AAC Meeting Minutes. Multiple members of the public
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1 commented regarding the City not being in the hangar lease management business and the fact
2 that the lease issue should have been dealt with by Boulder City several years ago. Id.
3 The City Manager did not bother to show up and provide an update at the next AAC
4 meeting held on January 3, 2017. See Exhibit 16, January 3, 2017 AAC Meeting Minutes.
5 Members of the public commented that they were disappointed that the City Manager was not
6 present to provide an update and that as a matter of fairness to the Hangar Owners, the lease
7 renewal issue needed to be taken care of sooner rather than later. Id. Members of the public
8 expressed their belief that it was a moral obligation of the City to the Hangar Owners to renew
9 the lease and encouraged the City Manager to attend the future meetings. Id.
10 Between the January 3, 2017 and January 2, 2018, no AAC meetings were held. At the
11 January 2, 2018 AAC meeting, members of the public again expressed concerns about the
12 upcoming expiration of the Ground Lease (approximately 18 months away). See Exhibit 17,
13 January 2, 2018 AAC Meeting Minutes.

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14 During 2017 and 2018, Hangar Owners had numerous meetings and conversations with
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15 the previous City Manager, Dave Frasier, as well as the previous public works director who
16 oversaw the Boulder City Airport, Scott Hansen. See Exhibit 9, Declaration of Richard
17 Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member of AAC. Both of these
18 individuals told the Hangar Owners multiple times that the City did not want to bother with
19 managing and renting out the Hangars and that they were in favor of the City entering into
20 new leases with the Hangar Owners when their leases expire at an increased rate. Id.
21 Finally, after receiving pressure from the Hangar Owners, in March of 2018, members
22 of the City Staff held a “Hangar Lease Workshop”, advertised as follows “City Staff would like
23 to share what our research has found and we would like input from you regarding the hangar
24 leases.” See Exhibit 18, Hangar Lease Workshop Advertisement. On March 20, 2018, the
25 Hangar Lease Workshop was conducted by City Staff at the Boulder Creek Golf Course
26 Pavilion with at least 45 Hangar Owners in attendance. See Exhibit 9, Declaration of Richard
27 Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member of AAC. At the
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1 beginning of the workshop, City Staff outlined what they considered to be the “City Staff
2 Goals” and the “Tenant Goals” meaning the Hangar Owners’ Goals. Their stated “Goals”
3 include the following:
4
10
11
12
13
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15
16
See Exhibit 19, Hangar Workshop handout (also included in Staff Report for April 3,
17
2018 AAC Meeting attached as Exhibit 20); also see Exhibit 9, Declaration of Richard
18
Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member of AAC.
19
The goals clearly outlined by City Staff do not even mention the Reversion Clause or
20
any notion of exercising reversion. In fact, the goals outlined by City Staff are completely
21
inconsistent with what would result if Boulder City exercises the Reversion Clause, namely,
22
minimizing Boulder City’s liability. Every goal listed by City Staff for the Hangar Owners is
23
consistent with extending the Ground Lease or entering into a new ground lease, i.e., Long
24
Term 30+, Fair Cost, by December 31st, Ground Lease, etc. See Exhibit 19, Hangar Workshop
25
handout.
26
The next AAC meeting was held on April 3, 2018. At this meeting, the then Boulder
27
City Airport Manager Jennifer Lopez provided a detailed timeline to the AAC as to what steps
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1 Boulder City was taking to prepare a new lease for the Hangar Owners. See Exhibit 21, April
2 3, 2018 AAC Meeting Minutes. The steps entailed in the process specifically included initiating
3 and obtaining a Hangar Operating Cost Analysis in order to provide the costs involved for
4 Boulder City if Boulder City decided to manage the Hangars (the “Cost Analysis”), holding
5 another hangar workshop to discuss lease language, presenting the Cost Analysis to the AAC,
6 holding another hangar workshop to discuss terms of a new lease, and presenting a final draft
7 of the a lease. Id. also see Exhibit 22, Timeline Presented by Airport Manager Lopez (the
8 “Timeline”). Per the Timeline, the Cost Analysis was to be provided to the AAC by July 3,
9 2018, and the final draft of the new lease was to be presented by December 3, 2018. Id. None
10 of the foregoing happened as represented in the Timeline, and some did not happen at all. At
11 the April 3, 2018 AAC meeting, AAC Chair Member Goodfellow specifically expressed
12 concern with the timeline for obtaining the draft lease and stated that it should be expedited,
13 along with the Cost Analysis. Chair Member Goodfellow also cautioned that Boulder City
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14 needed to consider the litigation costs that would necessarily be involved if the City decided to
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15 enforce the Reversion Clause and manage the Hangars, knowing what City officials had
16 represented to the Hangar Owners for so many years regarding the leases being extended or a
17 new lease being given. Id.; also see Exhibit 23, Declaration of Kurt Goodfellow, Chair Member
18 of AAC. At the same meeting, several members of the public commented that waiting even
19 until December 3, 2019 to present a final lease was too long of a time-frame and the lease
20 options needed to be presented now. See Exhibit 21, April 3, 2018 AAC Meeting Minutes; also
21 see Exhibit 9, Declaration of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow,
22 Chair Member of AAC. Certain members of the public even offered to provide a copy of the
23 Hangar Ground Lease presented by the City from 2006 to utilize as a form and expedite the
24 process. See Exhibit 21, April 3, 2018 AAC Meeting Minutes. One thing that was
25 unequivocally made clear to City Staff by members of the AAC was that a Cost Analysis was
26 imperative immediately in order to provide appropriate direction to the City Council. See
27 Exhibit 21, April 3, 2018 AAC Meeting Minutes.
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1 As of July 3, 2018, the Cost Analysis had not been provided to the AAC as promised
2 by City Staff. See Exhibit 23, Declaration of AAC Chair Member Kurt Goodfellow. As far as
3 any of the Hangar Owners were aware (and members of the AAC), City Staff had not even
4 commissioned the Cost Analysis as of July 3, 2018. Id. At the AAC meeting held on July 17,
5 2018, the Assistant Airport Manager Marissa Adou informed the AAC that Boulder City had
6 hired a consultant “to look at operating costs for maintaining the hangars if they were reverted
7 over to the city” and that a report would not be ready for three more weeks. See Exhibit 24,
8 July 17, 2018 AAC Meeting Minutes. Airport Manager Lopez commented that Boulder City
9 had to hire a consultant to look at the operating costs for maintenance and prepare a report
10 because City Staff “does not have the bids or maintenance costs” for the Hangars. Id.
11 On September 5, 2018, another hangar workshop was held by City Staff. This hangar
12 workshop was supposed to be regarding “finalizing contract terms” per the City Staff’s
13 published schedule, but instead consisted of a presentation by Airport Manager Lopez and
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14 Boulder City’s Fire Chief informing the Hangar Owners that upon renewal of their leases, they
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15 would all be required to install fire suppression and monitoring systems. See Exhibit 25,
16 September 5, 2018 Airport Hangar Workshop Meeting Notes; also see Exhibit 9, Declaration
17 of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member of AAC,
18 Exhibit 26, Declaration of Joel Smith. The Hangar Owners became upset because installation
19 of fire suppression and monitoring systems could be costly, and Boulder City had issued all of
20 them a Certificate of Occupancy when their respective Hangars were built. See Exhibit 9,
21 Declaration of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Chair Member
22 of AAC, Exhibit 26, Declaration of Joel Smith. The Hangar Owners inquired whether Boulder
23 City would be installing fire sprinkler and a fire suppression system if hypothetically the leases
24 were not renewed. Id. Airport Manager Lopez informed the Hangar Owners that doing so
25 would cost Boulder City over $8 million, confirming that Boulder City had no intention of
26 exercising the Reversion Clause because Boulder City would never have the ability to fund
27 such exorbitant fire safety improvements. Id. At this hangar workshop, Airport Manager Lopez
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1 and the Boulder City Fire Chief stated on numerous occasions “when your hangar leases get
2 renewed….” and “when we renew your leases,” you will have to comply with (their
3 interpretation of) the fire code. Id. Airport Manager Lopez specifically represented to the
4 Hangar Owners “[W]e [Boulder City] have no desire to be in the hangar rental business.” Id.
5 At the hangar workshop, City Staff and the Hangar Owners determined to establish a “working
6 group” of seven Hangar Owners to review questions pertaining to coming up with a plan for
7 the Hangars upon extension of the lease (the “Hangar Working Group”). Id.; also see Exhibit
8 25, September 5, 2018 Airport Hangar Workshop Meeting Notes.
9 The next AAC meeting following the hangar workshop was on October 2, 2018. See
10 Exhibit 27, October 2, 2018 AAC Meeting Minutes. At that meeting, Airport Manager Lopez
11 reiterated to the AAC that it would cost the City approximately $8,000,000 to complete all of
12 the improvements to the Hangars suggested by the fire chief and building official. Id. The
13 Staff Report submitted to the AAC for the October 2, 2018 AAC meeting contained a
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14 breakdown of costs prepared by its consultant, Aeroplex, including improvements costs and
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15 operating costs. Aeroplex estimated that the total cost per Hangar for improvements would be
16 $41,735, and the operating costs would be .6566 per square foot annually. See Exhibit 28, AAC
17 Staff Report for October 2, 2018 AAC Meeting. Again, the Hangar Owners were not happy
18 that Boulder City officials were insisting that fire suppression and other improvements needed
19 to be made to the Hangars upon the extension of the lease, but at least they were assured that
20 the City would not be exercising the Reversion Clause because there was no way the City could
21 afford to pay $41,735 per Hangar in order to improve the Hangars as insisted by City officials
22 or pay .6566 per square foot annually to operate the Hangars. See Exhibit 9, Declaration of
23 Richard Moynihan, Exhibit 26, Declaration of Joel Smith.
24 Shortly after the October 2, 2018 AAC Meeting, Airport Manager Lopez resigned as
25 the Airport Manager and Boulder City did not hire a new Airport Manager until a year later.
26 See Exhibit 9, Declaration of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow,
27 Chair Member of AAC, Exhibit 29, Declaration of Matt Ragan.
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1 By December 3, 2018, City Staff was supposed to have provided the AAC with a final
2 draft of the proposed lease for the Hangar Owners, but did not. See Exhibit 9, Declaration of
3 Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Exhibit 29, Declaration of
4 Matt Ragan. This is critical because Boulder City, via City Staff, had promised that a final draft
5 lease would be provided by this date, giving the Hangar Owners, including Plaintiffs, certainty
6 as to the terms for an extension or a new ground lease. Instead, the Boulder City Airport, at
7 least from a staffing standpoint (now without even an acting Airport Manager), was continuing
8 to be run like a rudderless ship.
9 On May 6, 2019, the Hangar Working Group met with Aeroplex, the consultant Boulder
10 City had hired to conduct the Operating Cost Analysis and provide a report regarding hangar
11 reversion versus hangar extension. At the time, Aeroplex was acting as the de facto Airport
12 Manager. See Exhibit 23, Declaration of Kurt Goodfellow.7 Specifically, at that meeting, Curt
13 Castagna of Aeroplex represented that in his experience, when hangar leases are up for
Las Vegas, NV 89169
14 expiration, tenants could make capital improvements to the hangars and obtains an extension
(702) 257-1483
15 of the lease. See Exhibit 9, Declaration of Richard Moynihan, Exhibit 26, Declaration of Joel
16 Smith. Mr. Castagna represented that his recommendation to Boulder City was that Boulder
17 City enter into a new long-term lease with the Hangar Owners and the Hangar Owners agree to
18 make capital improvements to their Hangars. Id. Mr. Castagna stated that the City Attorney had
19 the ability to create a template to document such an arrangement. Id. Mr. Castagna further
20 explained that the rent would also need to be increased. Id. Mr. Castagna explained that many
21 municipalities have dealt with the reversion issue, and generally they do not want to exercise
22 reversion and take the hangars because there is huge infrastructure costs involved with such old
23 buildings. Id. Mr. Castagna explained that the preferred manner in which to deal with the
24 reversion issue is to negotiate an extension with the hangar owners, charge an improved land
25
7
26 The City Attorney specifically informed Mr. Goodfellow that Aeroplex was the Airport Manager, that
the City was very happy with Aeroplex, had the budget to keep them as the Airport Manager for the
27 foreseeable future, and intended to do so until the new lease agreement was done and a new airport
manager could be found and hired.
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1 rental rate, have an adjustment mechanism for increases in rent, and have use restrictions that
2 mitigate any unsafe environment. Id. Mr. Castagna informed the Hangar Working Group that
3 the City Council would be supportive of this proposal because they wanted to see a healthy and
4 vibrant airport. Id. At the working group meeting, Mr. Castagna and the attendees specifically
5 discussed the improvements the Fire Chief had been insisting needed to be made and the fact
6 that if the City took back the Hangars, it would have to complete the improvements
7 recommended by the Fire Chief or the City would expose itself to liability, versus if the leases
8 were extended, the City would not have to make the improvements. Id. The meeting was audio
9 recorded and pertinent portions of the audio recording will be provided prior to the hearing on
10 the Preliminary Injunction. Separately, Mr. Castagna made similar representations to Matt
11 Ragan, the Chairman of the AAC at the time, and Kurt Goodfellow, a member of the AAC,
12 over multiple conversations and meetings that they had. See Exhibit 23, Declaration of Kurt
13 Goodfellow, Exhibit 29, Declaration of Matt Ragan.

Las Vegas, NV 89169
14 The following evening, there was a meeting of the AAC where City Staff introduced
(702) 257-1483
15 Aeroplex and namely Mr. Castagna to the members of the AAC. See Exhibit 30, May 7, 2019
16 AAC Meeting Minutes. Mr. Castagna provided his extensive background, including being in
17 business for close to 50 years, a GA (general aviation) pilot, a hangar owner himself, and on an
18 airport board in California. Id. Mr. Castagna explained that Aeroplex was hired by Boulder
19 City to review the airport’s private hangar leases and provide options to Boulder City regarding
20 reversion/extension of the private hangar leases. Id. The AAC Meeting Minutes specifically
21 refer the public to the Boulder City Airport’s website, maintained by City Staff, for a copy of
22 the Aeroplex Report (as discussed below, the Boulder City Airport Manager admitted recently
23 to “taking this report down” because it “was creating so much controversy”). Id. Specifically,
24 at the AAC Meeting, Aeroplex recommended that Boulder City reevaluate lease extensions and
25 consider potentially a master lease agreement that would extend, but not exceed, a total term of
26 50 years. Id. In return, the Hangar Owners would make reasonable improvements to their
27
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1 Hangars. Id. The contents and significance of the Aeroplex report, and City Staff’s intentional
2 failure to provide it to the City Council recently, is discussed below.
3 After that meeting, Mr. Martin (the manager of Marcrea), sent correspondence to the
4 Assistant Airport Manager Marissa Adou requesting a 20-year extension of the Ground Lease
5 and asked who he should meeting with to discuss specific language and terms. See Exhibit 31,
6 Correspondence between Mr. Martin and Assistant Airport Manager Marissa Adou. Mr. Martin
7 stated that there would be an increase in the ground lease fee paid to Boulder City and any other
8 significant conditions which the City would seek to incorporate. Id. Mr. Martin received no
9 response and a month later, again contacted the Assistant Airport Manager and stated he felt
10 the City Staff was stonewalling him. Id. The Assistant Airport Manager finally responded to
11 Mr. Martin directing him to Curt Castagna and instructed him “to work with [Curt Castagna]
12 on the lease extension and submit a proposal of improvements.” Id. Mr. Martin responded
13 “Thank you, but I did speak with Curt Castagna several weeks ago. He stated he was working
Las Vegas, NV 89169
14 on a new extension with different language in the ground lease and that when he was done that
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15 it would initially be presented to you and other staff and then once approved would be circulated
16 to some of us. What is that time table?” Id. Mr. Martin further inquired regarding Mr.
17 Castagna’s research for the City on what a reasonable increase in the ground lease rent would
18 be. Id. The Assistant Airport Manager never responded.
19 On June 28, 2019, Curt Castagna sent correspondence to Mr. Moynihan (the President
20 of the Boulder City Airport Association), Mr. Martin (the manager of Marcrea), Matt Reagan
21 (a member of the AAC), and Kurt Goodfellow (a member of the AAC), copying several
22 members of City Staff, and stating the following key points:
23  I want to provide some follow up from our perspective in hopes that we can
assist in aligning in a direction needed to reach the end goal, a successful
24
executed restated agreement or extension of Rob’s master lease.
25
 We instead want to maintain a positive focus on the business and legal terms
26 that will assist us both in achieving a mutually agreeable lease extension.
27
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1  A draft master lease was provided to the City Attorney. Should Rob, or the
other interested tenants looking for extensions, have had drafted a new
2
agreement, I suggest that document(s) now be submitted to the City Attorney
3 for his review of the form, while the business conditions of the terms,
minimum investment, rent, etc. continue to be reviewed and discussed. The
4 business terms are just place markers in the form of the lease agreement.
5  This all to say, removing 6 units is frankly an idea that we believe has more
cost and impact than necessary, and will require any relocated units to be
6
reconstructed to code if they are to be reused on a public airport. This all can
7 be avoided should Rob and his tenants collaborate on a proposal. By way of
comparison, with 28 tenants in those buildings, my calculation is that a
8 $250,000 investment (illustration only) would cost each tenant approximately
$8,928 and for this they could obtain a long term extension to amortize
9 these costs. If the collective group had these improvements financed, these
costs could be amortized over a portion of that term. This seems a more
10
prudent path than the costs associated with demolition and vacating.
11
See Exhibit 32, Correspondence from Curt Castagna.
12
On June 30, 2019, Mr. Moynihan, as President of the Boulder City Airport Association,
13
sent the City Attorney a proposed lease agreement format for the extension or renewal of the
Las Vegas, NV 89169
14
(702) 257-1483
ground leases. See Exhibit 33, Correspondence from Richard Moynihan enclosing proposed
15
new ground lease; also see Exhibit 9, Declaration of Richard Moynihan. Mr. Moynihan stated
16
that the proposed agreement was the result of discussions and inputs from individuals
17
representing over 70% of the Hangar Owners. Id. The City Attorney never responded. Id.
18
On July 1, 2019, Curt Castagna again sent correspondence to Mr. Moynihan (the
19
President of the Boulder City Airport Association), Mr. Martin (the manager of Marcrea), Matt
20
Reagan (a member of the AAC), and Kurt Goodfellow (a member of the AAC), copying several
21
members of City Staff, and stating “on behalf of the City we will be seeking outside counsel to
22
assist in the formation of a new master lease or restated agreement. When appropriate we will
23
provide that document to the respective master tenants. In the mean time we continue to
24
encourage the business point be confirmed where the agreement placeholders can have the
25
blanks filled in…this will keep the momentum moving to complete the negotiation for the first
26
terminating lease (meaning the Ground Lease).” See Exhibit 32, Correspondence from Curt
27
Castagna.
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1 On July 2, 2019, Mr. Moynihan sent Curt Castagna the proposal he had previously sent
2 to the City Attorney containing a new draft ground lease. See Exhibit 34, Correspondence
3 between Richard Moynihan and Curt Castagna. In response, Mr. Castagna informed Mr.
4 Moynihan “we are aligned on the concept” and stated “I think moving the process forward is
5 good and is happening. I’m not sure the scope of the commission, but their endorsement for a
6 direction would be helpful. Any final lease agreement and deal would most likely to council
7 for its approval with the staff and city attorney’s recommendations.” Id.
8 In the July edition of the Boulder City Airport newsletter (prepared by City Staff and
9 published and disseminated by Boulder City), the City made the following announcement:
10 The Hangar Leases were discussed at the last AAC Meeting. If you didn’t have
a chance to attend, the packet and draft minutes are available at
11
www.flybvu.com. The City has engaged Aeroplex Group Partners (Aeroplex)
12 to assist the City in airport related matters. The Airport is accepting proposals
from Master Tenants with private, non commercial aircraft storage

13 agreements who wish to secure extensions in their term. The Airport
encourages those individual ground lease holders to work together with existing
Las Vegas, NV 89169
14 master tenant developers with multiple unit leases to either expand or to form a
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collective group/HOA/Association where units could combine to create one

15
master leasehold interest.
16
Proposals should include the improvements the tenant leaseholder is willing to
17 invest and make to the hangar buildings, such as (but not limited to):
interior/exterior LED lighting, fire wall/paint, fire monitoring system, door
18 seals, painting the buildings, roof work, new skylights, new hangar door
operators, etc.
19
20 An extension of any lease may take place prior to the termination of any
current term. In such cases, the lease rate will continue through the existing
21 term and adjust, as called for in that agreement. The rent will adjust to a
new improvement rent upon the effective date of the extension. Negotiation
22
between any individual master leasehold, or a new collective tenant group will
23
not be considered final unless a new agreement is executed by all parties and
approved by the City Council. The City reserves the right to manage leasing,
24 ground leases and/or any buildings, and may consider other alternatives if the
City does not receive viable interests.
25
All proposal should be submitted to the Airport Office. Aeroplex will be
26
assisting City Staff during this time.
27
See Exhibit 35, July 2019 Fly Boulder City Airport Newsletter (emphasis added).
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1 On August 22, 2019, Boulder City published a document entitled “General Guidelines
2 for Lease Extensions for Aviation Storage Hangars” which stated that they were guidelines for
3 private ground lease tenants in general aviation storage hangars wishing to extend the term of
4 their lease in advance of the current termination date. See Exhibit 36, General Guidelines for
5 Lease Extensions for Aviation Storage Hangars.
6 On September 25, 2019, in response to Mr. Martin’s previous request regarding
7 improved and unimproved rental rates, Mr. Castagna sent Mr. Martin correspondence
8 informing him as follows:
9 As was previously requested by you, below is the range of improved and
unimproved land rental rates for the City’s consideration and application. These
10
are currently under review and subject to change since we continue to review
11 the details, but they are established from a survey of 25 similar regional airports.
Comparable rates will be reviewed and considered by the City for any new or
12 extended lease, which terms will provide for annual adjustments by CPI or a
fixed index, and 5 year market adjustments as suggested by FAA policy. Any
13 extension or new lease for your 6 buildings/28 units in your current ground
Las Vegas, NV 89169
lease will convert the rate to an improved land value. This email is not a
14
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confirmation for any modified or new agreement, and no terms, conditions or

15 rates for any lease will be final until executed by both parties. This email does
not provide for a final submitted rate specific to any interest you may wish to
16 now seek for an extension.
17 Your current unimproved ground rental rate for the 6 buildings/28 hangars
included in your current master ground lease is $.44 cents per sf annually.
18
19 The range of current surveyed rates are as follows:
20 Current Improved Current Unimproved Land

Rate Survey Land Rate(s) Rate(s)
21 Per SF Annually Per SF Annually
Current Range-
$0.90 -$1.4926 $0.1683 - $0.5147
22 Boulder Rates
SURVEY LOW $0.17 $0.04
23 SURVEY HIGH $3.50 $0.59
SURVEY AVG $0.80 $0.24
24
25 See Exhibit 37-A, Correspondence between Mr. Castagna and Mr. Martin. Mr.
26 Castagna also stated that he had not received any formal proposal from Mr. Martin for the
27 Nunno Hangars. Id. In response, Mr. Martin submitted a proposal which he stated was his
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1 second proposal submitted. Id. Mr. Martin and Mr. Castagna engaged in a series of
2 communications regarding Mr. Martin’s proposal and Mr. Castagna reiterated “the City is
3 finalizing a new master lease document for the airport that would be used in this transaction
4 that will include new or modified terms and conditions.” See Exhibit 37-B, Correspondence
5 between Mr. Castagna and Mr. Martin. Mr. Martin inquired when he should expect to receive
6 a response to his proposal because he was still yet to receive a response to the first proposal he
7 submitted. Id.
8 In early October of 2019, Boulder City finally hired a new airport manager, Willy
9 Williamson. See Exhibit 9, Declaration of Richard Moynihan, Exhibit 29, Declaration of Matt
10 Ragan. Mr. Williamson introduced himself to several of the Hangar Owners and informed them
11 that he had been tasked to present “options” to the City Staff regarding the hangar leases. Id.
12 On October 14, 2019, Mr. Moynihan also submitted a proposal for new lease for the
13 Hangars to City Staff. See Exhibit 38, Moynihan Proposal. Mr. Moynihan never received a
Las Vegas, NV 89169
14 response. See Exhibit 9, Declaration of Richard Moynihan.

(702) 257-1483
15 On October 18, 2019, Mr. Castagna sent correspondence to Mr. Martin regarding a
16 response time for Mr. Martin’s proposal, and informed him that “the City does not have a set
17 time to provide a response, but does continue to evaluate your submittal and its options. Willy
18 brings a fresh set of eyes to the discussion, and has experience in these regards. Understanding
19 the term of your master lease expires in June 2020, and at which time the 6 buildings revert to
20 the City, Willy and the staff will continue to review the potential alternatives, consistent with
21 best practice, to best support the airport and its uses.” See Exhibit 39, Correspondence from
22 Mr. Castagna. One week later, Mr. Castagna informed Mr. Martin that he had met with City
23 Staff and was writing to confirm that “the City has reviewed your proposal, and at this time
24 does not accept the terms for an extension of your lease. The City will continue to review its
25 options consistent with best airport leasing practices and FAA policy in these regards.” See
26 Exhibit 40, Correspondence from Mr. Castagna.
27
35 of 54
4849-1998-9171, v. 1
1 After October, Aeroplex completely disappeared from the picture and nobody ever
2 heard from Curt Castagna or anyone from Aeroplex’s staff again. See Exhibit 9, Declaration
3 of Richard Moynihan, Exhibit 23, Declaration of Kurt Goodfellow, Exhibit 26, Declaration of
4 Joel Smith, and Exhibit 29, Declaration of Matt Ragan. It appeared that City Staff suddenly
5 didn’t like Aeroplex’s recommendations and plan for having the City enter into a new lease
6 with the Hangar Owners, so Boulder City fired them or did not renew their contract.
7 At the next AAC meeting held on November 18, 2019, City Staff did not even put the
8 hangar extension issue on the agenda, even though it had been on virtually every AAC Meeting
9 agenda for the last several years. See Exhibit 41, November 18, 2019 AAC Meeting Minutes.
10 At the meeting, during the public comment portion, members of the public expressed concern
11 that the hangar lease issue was not on the agenda, that the Ground Lease was expiring soon,
12 that the City needed to move forward with the lease extension, and that Hangar Owners were
13 supportive of paying an increased rate for their ground lease. Id. Thereafter, nothing happened.
Las Vegas, NV 89169
14 Again, City Staff never put the issue on the AAC meeting agendas or the City Council meeting
(702) 257-1483
15 agendas.
16 Thereafter, several of the Hangar Owners were told by Mr. Williamson that the City
17 was going to “take back” the Hangars. Apparently, Mr. Williamson prepared an analysis of the
18 City’s options regarding extending the Ground Lease, which he provided to City Staff and no
19 one else (the “Williamson Hangar Options Report”). The Hangar Owners only know about the
20 report because one Member of the City Council referred to it at the Special Meeting held on
21 May 19th and a public records request was made to receive a copy. See Exhibit 42, Williamson
22 Hangar Options Report.
23 On January 21, 2020, Mr. Martin sent City Staff a detailed letter setting forth all
24 scenarios that could happen with the Hangars and emphasized that if the City did nothing and
25 “let the cards fall where they may,” it would result in a great deal of damage to Boulder City,
26 the Boulder City Airport, and all of the Hangar Owners. See Exhibit 43, correspondence from
27 Mr. Martin to City Staff.
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1 D. In the Middle of the COVID-19 Pandemic, Boulder City Holds a “Special
Meeting” of the City Council and City Staff Present the City Council With no
2
Options Other Than Reversion
3
Notwithstanding all of the foregoing (15+ pages of City representatives assuring the
4
Hangar Owners their lease would be extended or a new ground lease provided), “doing nothing”
5
is exactly what the City did. The City did absolutely nothing and completely ignored the hangar
6
lease issue until May of 2020, less than two months before the Ground Lease is set to expire
7
and while the world was in the middle of a pandemic and essentially shut down. On May 13,
8
2020, Boulder City posted on its online agenda center a “Special City Council Agenda –
9
Airport” which listed four (4) items “for possible action” by the City Council, three of which
10
materially and directly affect Plaintiffs (the “Special Meeting Agenda”). The posting by the
11
City of the Special Meeting Agenda is the manner in which Plaintiffs (and other interested
12
members of the public) receive notice that the City Council is holding a special meeting, versus
13
the regular meetings the City Council holds the second and fourth Tuesday of each month.
Las Vegas, NV 89169
14
(702) 257-1483
The Special Meeting Agenda provided that the Special Meeting was to take place on
15
May 19, 2020 at 9:00 a.m. See Exhibit 44, Special Meeting Agenda posted May 13, 2020 for
16
May 19, 2020 Special Meeting. The Special Meeting Agenda included the following agenda
17
items:
18
Item 2. For possible action: Resolution No. 7100, a resolution of the City
19 Council of Boulder City, Nevada, authorizing City Staff to seek appraisals of general
aviation hangar facilities at the Boulder City Municipal Airport.
20
21
regarding the term expiration of Lease Agreement No. 89-85, Lease Agreement Boulder
22 City Municipal Airport.
23 Item 4. For possible action: Discussion and possible staff directive

regarding matters pertaining to hangar lease options:
24 A. Triple-Net Hangar Lease
B. Regular Hangar Lease
25
26 Id. The lease referred to in Agenda Item 3 is the Ground Lease. Prior to the Special
27 Meeting, the City also posted a packet of information that was compiled by City Staff to be
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1 provided to the City Council Members prior to the Special Meeting to supposedly assist them
2 in the discussion and possible staff directives to take place at the Special Meeting (the “Special
3 Meeting Informational Packet”). See Exhibit 45, Agenda Package from City Staff for May 19,
4 2020 Special Meeting. Notwithstanding the voluminous amount of information that the City
5 has obtained over the last several years regarding extension of the Ground Lease or entering
6 into a new ground lease, the Special Meeting Informational Packet contained none of this
7 information. Instead, as it pertained to Agenda Item 3, the Special Meeting Informational
8 Packet only contained a two-page Staff Report and a copy of the Ground Lease. As it pertained
9 to Item 4, the Special Meeting Informational Packet only contained leases that would apply if
10 the City exercised reversion and owned the Hangars (the “City-Owned Hangar Rental
11 Agreement”). Notably absent was the new ground lease Plaintiffs had been informed the City
12 hired a specialized attorney to draft the preceding year and promised would be considered.
13 Notably absent was the Aeroplex Report or any of the information previously provided by
Las Vegas, NV 89169
14 Aeroplex. Aeroplex’s recommendation was nowhere to be seen, nor was the fact that the City’s
(702) 257-1483
15 own Fire Chief, previous Airport Manager, and Aeroplex had all advised that if the City
16 exercised the Reversion Clause, it would have to spend in excess of $41,000 per Hangar in
17 improvements to bring the Hangars up to code.
18 In short, the Special Meeting Informational Packet lacked the information the City
19 Council needed to make an informed decision and really only allowed the City Council to make
20 the decision to pursue reversion and adopt the City-Owned Hangar Rental Agreement, without
21 considering any other available options.
22 E. Prior to the Special Meeting, Counsel for Plaintiffs Informs the City of
Representation and Plaintiffs’ Desire to Enter Into a new Ground Lease
23
24 On May 9, 2020, council for Plaintiff sent correspondence to the City Attorney
25 informing him that she represents several “Nunno Hangar Owners” and that they understand
26 the City has issues with Mr. Martin (the master lease holder). See Exhibit 46, Correspondence
27 between Cami M. Perkins and City Attorney. Council explained to the City Attorney that her
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1 clients were not aligned with Mr. Martin and desired to enter into a new ground lease upon
2 expiration of the Ground Lease so that they could have a direct contractual relationship with
3 the City. Id. She also informed the City Attorney that Plaintiffs had no problem paying a higher
4 rental rate. Id. The City Attorney responded stating that the consensus of the Hangar
5 Owners/leases has been for the extension of ground lease, however, in the case of the Nunno
6 hangars, the extension “would only appear to benefit Robert Martin.” Id. Thereafter, Council
7 for Plaintiffs obtained an Assignment of the Ground Lease from Macrea for each of the
8 Plaintiffs so that Plaintiffs could each have a direct contractual relationship with the City and
9 eliminate the sublease situation and not involve Macrea/Rob Martin. See Exhibit 6,
10 Assignment. As explained below, the City Attorney rejected the assignments and had no valid
11 basis for doing so.
12 F. The Special Meeting is Filled with Improprieties
13
In addition to City Staff refusing to provide the City Council with all available options
Las Vegas, NV 89169
14
(702) 257-1483
and information, the Special Meeting was filled with improprieties.

15
First, the Hangar Owners, including Plaintiffs, were not afforded any meaningful
16
opportunity to be heard and present their position. Based on the COVID-19 epidemic, the City
17
will not allow in-person attendance at any City Council meetings, including the Special
18
Meeting. The City has been conducting its City Council meetings via teleconference with the
19
public only being able to submit comments via an online public comment form or calling during
20
the public comment portion of the meeting to speak live, which is limited to five minutes. See
21
Exhibit 47, City Council Teleconference Protocol; also see Exhibit 44, Special Meeting Agenda
22
posted May 13, 2020 for May 19, 2020 Special Meeting.
23
Plaintiffs attempted to meet with Members of the City Council and communicate with
24
them individually prior to the Special Meeting, but due to the COVID-19 epidemic, their access
25
to the Members of the City Council was limited and it was impossible to effectively
26
communicate. See Exhibit 29, Declaration of Matt Ragan. On May 19, 2020, the City Council
27
convened and held the Special Meeting. Although Plaintiffs submitted online public comments
39 of 54
4849-1998-9171, v. 1
1 and some called during the public comment portion of the meeting to speak live, Plaintiffs were
2 not afforded a proper opportunity to be heard or be represented at the Special Meeting. Id.
3 In addition, City Staff failed to provide critical information to the City Council that is
4 unquestionably necessary in order to make an informed decision, misrepresented to the City
5 Council Members regarding what they could legally vote to do regarding the Ground Lease (i.e.
6 extend it or enter into a new lease/leases), and the City Mayor and other members of City Staff
7 made representations to the other City Council Members that were legally and factually
8 incorrect, including the following:
9  The City Manager informed the City Council that they could not consider an extension
of the Ground Lease, which is not true. See Id. at p. 42.8 Even Aeroplex, the City’s
10
hired consultant, said that the Ground Lease could be extended.
11
 The City Manager informed the City Council that if they voted to enter into a new lease,
12 they could only do so with the existing lease holder of the Ground Lease, which is not
true. Boulder City has every right and ability to enter into new leases with each of
13
Plaintiffs. See Id.9 Even Aeroplex, the City’s hired consultant, said that new leases
Las Vegas, NV 89169
14
could be entered into with the Hangar Owners or a master tenant or a combination.
(702) 257-1483
15  The City Attorney informed the City Council that once the Ground Lease expires, there
is no more Ground Lease, and the City cannot renew another Ground Lease at that point.
16 He wrongfully explained that at that point, the Hangars revert and become the property
of the City and the City cannot differentiate in terms of a ground lease or a hangar lease,
17
it has to be all one lease. The City Attorney reiterated – “You’re not entering into a new
18 ground lease. It’s a lease for vertical improvements that are on that portion of ground
to whomever wants to enter into that lease with the City.” This information was legally
19 completely incorrect. Boulder City has every right and ability to enter into a new ground
lease with each of Plaintiffs, or extend the current Ground Lease. The City Attorney
20 refused to provide the Members of the City Council with correct or competent advice.
Id. at pp. 43-44.10 The City Attorney knew this information was wrong, because it is
21
8
City Manager when inquiry from Member of the City Council regarding extension of the Ground
22
Lease: “So that is not an option, because we’re not looking at, unless the Council, just determines
23
otherwise today, we’re not looking at extending a contract that currently there is no language in there
that says extension.”
24
9
City Manager when inquiry from Member of the City Council regarding entering into new ground
25 leases: “If you did a new ground lease, it would be a new ground lease with the one individual that
currently has that contract.”
26
10
City Attorney when inquiry from Member of the City Council regarding entering into new ground
27 leases: “So with respect to the Ground Lease, the Ground Lease is, as you say, with one person, right?
One entity. Since that time, that the assignment was made between Nunno, and not one entity, that
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1 directly contrary to what the Aeroplex Report says and the advice that Aeroplex
provided from 2018 to 2019.
2
3  The City Attorney discussed the issue of consideration with the City Council, and told
the City Council that simply renewing the Ground Lease would not provide additional
4 consideration and his recommendation would be there is not a good enough reason. The
City Attorney failed to inform the City Council that counsel for Plaintiffs had informed
5 him that Plaintiffs were all willing to pay substantially higher ground lease rental rates.
Id. at 43.11
6
7  The City Manager represented that City Staff had been “preparing” for reversion for
several years, and that the previous City Council had set a policy to proceed with the
8 City owning the Hangars. When specifically questioned regarding the previous City
Council setting a policy, the City Manager admitted that “I believe when the Council
9
approved these leases 30 years ago, they set that policy.” Id. at 39. In other words, the
10
City Manager tried to mislead the City Council by stating that the previous City Council
had set a policy as if he had specific knowledge, even though he was just stating his
11 belief based on the reversion language in the Ground Lease.
12  A Member of the Council asked the Assistant Airport Manager if the City had ever
pursued an RFP or informal RFI for extensions on the Hangar leases. The Assistant
13
Airport Manager stated that there was a suggestion “from the consultant” as an option
Las Vegas, NV 89169
14 the Airport or the City could pursue, but it never did. Id. at 30. This is false. The City
(702) 257-1483
15 entity is assigned to at least three other people, their own interest in that Ground Lease. But it remains
an interest in the original contract. That’s it. Once that contract expires, right, there is no more Ground
16 Lease. You’re not renewing another Ground Lease at that point. You would be entering into a new
lease for everything. Because the hangar and the ground—the hangar now reverts, becomes the property
17 of the City. And so we don’t differentiate in terms of a ground lease or a hangar lease, it’s all one lease.
And so that’s what the Council has before it is the option of what that lease may look like. Right?
18 Whether it’s a triple net lease or it’s a lease where the City assumes the responsibility for the
maintenance of those hangars, which it now owns under the terms of the agreement. So just to clarify,
19 you’re not entering into a new ground lease. It’s a lease for the vertical improvements that are on that
portion of ground to whomever wants to enter into that lease with the City. So hopefully that clears that
20 up a little bit.”
11
City Attorney regarding consideration for extending the Ground Lease, notwithstanding being
21
informed that Plaintiffs would pay substantially higher rates for an extension or a new ground lease:
“Again, the benefit that was bargained for 30 years ago was reversion of those structures to the City.
22
And if the City now decides that they’re going to forego that, then there has to be a good reason for it.
23
And that good reason usually is consideration, compensation, right? What is that? That doesn’t exist
under these scenarios that has been presented. A simple renewal of the underlying terms of the Lease
24 doesn’t provide additional consideration and my recommendation would be, then it’s not a good enough
reason. Because you can’t give away value as you’ve stated Mayor. And if you do, you’d better have
25 a real good reason for it. Whether it’s economic development or something along those lines where we
have those exemptions within the law where the Council consider okay, here’s the value of this public
26 asset. But we’re going to reduce that value because it’s justified under the law for economic
development or a non-profit, or some of the other reasons that we have. I have not been presented with
27 any reason in the current scenario that would allow the Council to say yeah, let’s go ahead and do that
and just extend these leases beyond the term that was bargained for 30 years ago.”
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1 specifically issued an announcement with guidelines for lease extensions for the
Hangars. See Exhibit 36, Announcement from Boulder City “General Guidelines for
2
Lease Extensions for Aviation Storage Hangars” dated August 22, 2019. City Staff
3 received multiple proposals in response, none of which were provided to the City
Council.
4
See Exhibit 48, Transcript of Special Meeting.
5
Even without having critically important information, having the opportunity to ask
6
questions and have them answered by a representative of Plaintiffs, and even with being
7
misinformed and misled by City Staff, at the Special Meeting, several Members of the City
8
Council expressed their concerns that there had been a lot of miscommunication by the City,
9
the City had never given Plaintiffs (or any of the Hanger Owners) clear direction on the City’s
10
intention with the Hangars, and that Plaintiffs and others had made financial decisions based
11
on what they had been told over the last several years. Members of the City Council stated that
12
they agreed with the comments made in public comment that when Plaintiffs were assured that
13
Las Vegas, NV 89169
the Ground Lease would be extended or they would have a new lease created to keep the
14
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ownership of their Hangars in place, it would be unfair for the City to suddenly now say the
15
City is going to allow the Ground Lease to expire and have the Hangars revert to it. The Mayor
16
(the one advocating for termination of the Ground Lease and reversion of the Hangars)
17
specifically acknowledged that the lease renewal process had not “been a very clear path.” See
18
Exhibit 48, Transcript of Special Meeting at p. 32.
19
After a nearly seven hour City Council meeting, and without Plaintiffs being able to
20
provide any input regarding any of the questions intelligently posed by certain Members of the
21
City Council, the Mayor made a motion “to proceed under the terms of the Lease which would
22
entail reversion of the property…that the terms of the Lease be executed as it is worded” (the
23
“Mayor’s Motion”). Id. at pp. 47-48; 49-50, 76-78. One other councilmember seconded the
24
Mayor’s Motion. Id. Two of the five City Council Members voted in favor of the Mayor’s
25
Motion. Id. The other three Members of the City Council voted in opposition to the Mayor’s
26
Motion, and therefore the Mayor’s Motion failed. Id.; also see Exhibit 49, May 19, 2020 Special
27
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1 Meeting City Council Meeting Minutes. Notwithstanding the fact that the Mayor’s Motion
2 failed, the Mayor insisted that if no other councilperson made a motion to change the terms of
3 the Ground Lease, the terms of the Ground Lease would be executed as the Ground Lease is
4 worded, which means that the Ground Lease would expire on July 2, 2020, and the City would
5 exercise reversion and take the Hangars. See Exhibit 48, Transcript of Special Meeting at pp.
6 78. In other words, the Mayor insisted that if no other councilperson made a motion, the
7 Mayor’s Motion would take effect because the Mayor’s Motion was to proceed with the terms
8 of the Ground Lease as worded. It was apparent that because the Members of the Council had
9 all been given incorrect factual and legal advice, they did not know how to properly phrase any
10 other type of motion to propose extending the Ground Lease or entering into a new ground
11 lease. The combination of the foregoing resulted in baffling confusion and City Staff moving
12 forward with terminating Plaintiffs’ leases as of July 2, 2020 and taking possession of the
13 Hangars. Id.; also see Exhibit 49, May 19, 2020 Special Meeting City Council Meeting
Las Vegas, NV 89169
14 Minutes.
(702) 257-1483
15 After the Special Meeting, counsel for Plaintiffs sent assignments of the Ground Lease
16 signed by Marcrea to the City Attorney, explaining that now the City could enter into extensions
17 directly with Plaintiffs or new ground leases and there was no further excuse by the City. See
18 Exhibit 50, Correspondence between Cami M. Perkins and City Attorney re: Plaintiffs’
19 Assignments. The City Attorney rejected the request, claiming that “Rob Martin” was in breach
20 of the Ground Lease and provided no logic, basis, or rationale for the claim. Id.
21 G. City Staff Put Approval of the City-Owned Hangar Rental Agreement on the June
9th City Council Agenda
22
23 Thereafter, the City Council held a regularly scheduled meeting on June 9, 2020 (the
24 “June 9th Meeting”). On the agenda for the June 9th meeting was an action item “discussion
25 and approval of hangar rental agreement format” meaning approval of City-Owned Hangar
26 Rental Agreement. See Exhibit 51, June 9, 2020 City Council Agenda. The package provided
27 by City Staff to the City Council, once again, only contained a draft version of the City-Owned
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1 Hangar Rental Agreement. See Exhibit 52, June 9th Meeting Staff Report. Notably absent again
2 was the new ground lease Plaintiffs had been informed the City hired a specialized attorney to
3 draft the preceding year and promised would be considered. Again, the agenda packet prepared
4 by City Staff lacked the information the City Council needed to make an informed decision.
5 At the June 9th Meeting, Members of the Council continued to express concerns, only
6 to again be misled by City Staff and bullied by the Mayor. In the meeting, the Mayor
7 specifically addressed concerns by Members of the Council regarding “transparency” and stated
8 that “in all of the meeting he has attended regarding this issue, he has never heard a commitment
9 by a City official as to how the hangars would be handled at the end of the lease term.” See
10 Exhibit 53, June 9, 2020 City Council Meeting Minutes at p. 8. As explained in detail above
11 and the voluminous exhibits show, this information is blatantly false. One Member of the City
12 Council (Councilwoman Folda) specifically stated that the City had the ability to create a new
13 ground lease for the Hangar Owners and comply with FAA guidelines, and the City’s consultant
Las Vegas, NV 89169
14 (Aeroplex) had made recommendations regarding the Ground Lease expiring. She pointed out
(702) 257-1483
15 that three proposals for the hangar renewal had but submitted to the City and not brought before
16 the City Council. Id. at p. 9. A transcript from the June 9th Meeting is not yet available, but
17 relevant portions of the video footage will be available at the hearing on the Motion for
18 Preliminary Injunction.
19 H. City Staff Refuse to Allow a Council Member and the Chairperson of the AAC to
Place an Agenda Item on the June 23, 2020 City Council Agenda, Necessitating
20
This Action and This Motion
21
Upon information and belief, on June 11, 2020, one Member of the City Council
22
requested that consideration of extension of the Ground Lease and all information related
23
thereto be considered at the June 23, 2020 City Council Meeting (the “June 23 rd Meeting”), but
24
City Staff rejected the request, notwithstanding the fact that any member of the City Council is
25
allowed to request that an agenda item be included on the City Council’s agenda pursuant the
26
27
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1 City Council’s Rules of Procedure. 12 See Exhibit 29, Declaration of Matt Ragan.
2 Thereafter, on June 13, 2020, Matt Ragan, the Chairman of the AAC, also requested
3 that consideration of extension of the Ground Lease and all information related thereto be
4 considered at the June 23rd Meeting, and even included a prepared “Staff Package” to be
5 presented to the City Council, all in accordance with the City Council’s Rules of Procedure.
6 See Exhibit 53, AAC Request by Matt Ragan, Charmain of AAC enclosing Packet Materials
7 (excluding exhibit 2-4 attached thereto because they are included as exhibits to this Motion).
8 Again, City Staff rejected the request, notwithstanding the fact that the Chairman of the AAC
9 is allowed to request that an agenda item be included on the City Council’s agenda pursuant the
10 City Council’s Rules of Procedure. See Exhibit 54, City Clerk Rejection.
11 On June 16, 2020, Boulder City published its agenda for the June 23 rd Meeting, which
12 agenda includes for action the approval of the terms and conditions of the City-Owned Hangar
13 Rental Agreement (“Agenda Item 11”). See Exhibit 55, June 23, 2020 City Council Agenda.
Las Vegas, NV 89169
14 Based on what transpired at the Special Meeting, the June 9 th Meeting, and the fact that
(702) 257-1483
15 City Staff is precluding the legitimate agenda item proposed by both a Member of the City
16 Council and the Chairman of the AAC from being on the agenda at the June 23 rd Meeting, it is
17 clear that City Staff intends to lead the City Council further down this rabbit hole of convincing
18 the City Council that the City-Owned Hangar Rental Agreement is the only option and
19 obtaining approval of Agenda Item 11, notwithstanding its promises to the Hangar Owners for
20
21 12
Section 3.8 of the Rules of Procedure – City Council of Boulder City, Nevada, Adopted December
13, 1961, as amended, provides:
22
Agenda items can only be submitted by members of the Council, its appointed officers, and by the
23
Chairmen of the Commissions and Committees, the members of which are appointed by the City
Council. Matters to be considered by the Council at a regular meeting and to be included on an agenda
24 must be submitted by staff in writing to the City Clerk no later than 6:00 p.m. Thursday, nineteen days
preceding the day of the meeting. If any matter to be included on an agenda is submitted after 6:00 p.m.
25 Thursday as stated, it must be received prior to the Monday morning staff meeting for consideration of
placing on the agenda, with such item ready for Council action and/or consideration. The City Manager,
26 City Clerk, and members of the City Council may add items to the agenda after the Monday staff meeting
deadline if it is deemed necessary, but no items shall be added later than 12:00 noon Wednesday
27 following the Monday staff meeting, unless the item is an emergency in nature.
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1 years.
2 City Staff should be enjoined from presenting anything regarding the City-Owned
3 Hangar Rental Agreement and seeking approval of Agenda Item 11, or even discussing the
4 situation of Plaintiffs’ Hangars at the June 23rd Meeting or any future meeting until further order
5 of this Court. The City Council should be enjoined from discussing, considering, or otherwise
6 voting on Agenda Item 11 until further order of this Court. Otherwise, the City Council will
7 end up taking action based on incomplete and incorrect information, which action will have to
8 be unwound.
9 I. This Lawsuit, the TRO Application, and Motion for Preliminary Injunction
10 After being denied, yet again, any fair opportunity to be heard by the City Council when
11 City Staff denied both a City Councilmember and the AAC Chairperson’s efforts to put the
12 ground lease issue on the only available City Council agenda prior to the July 2, 2020 Ground
13 Lease expiration date, Plaintiffs commenced this action on June 15, 2020. In light of the
Las Vegas, NV 89169
14 everything that has transpired as outlined above, and most recently evidenced by Defendants’
(702) 257-1483
15 conduct in the middle of a pandemic and attempting to push through an agenda that is not only
16 not in Plaintiffs’ or any of the Hangar Owners’ interest, but not in any of the residents of Boulder
17 City’s interest, it is clear that Defendants do not intend to act in good faith. Instead, they intend
18 to continue to act recklessly, ignore the advice and recommendations of their own consultant,
19 Aeroplex, ignore the advice and recommendations of their own AAC, ignore the fact that for
20 years they have assured the Hangar Owners, including Plaintiffs, that they would be extending
21 the lease or entering into a new ground lease, and said things and did things which specifically
22 made Plaintiffs believe them. Plaintiffs have been forced to move for emergency relief to stop
23 this conduct, and seek a temporary restraining order and a preliminary injunction to halt
24 Defendants’ actions until a trial on the merits can be held.
25 III. ARGUMENT
26 Pursuant to NRCP 65(b), this Court has the authority to grant a temporary restraining
27 order, with or without notice to the adverse party, if it clearly appears from the specific facts
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1 shown by affidavit that immediate and irreparable harm, injury, loss, or damage will result to
2 the applicant before the adverse party can be heard in opposition. See NRCP 65(b). NRCP
3 65(b) reads, in pertinent part, as follows:
4 The court may issue a temporary restraining order without written or oral
notice to the adverse party or its attorney only if: (A) specific facts in an
5
affidavit or a verified complaint clearly show that immediate and irreparable
6 injury, loss, or damage will result to the movant before the adverse party
can be heard in opposition; and (B) the movant’s attorney certifies in
7 writing any efforts made to give notice and the reasons why it should not be
required.
8
See NRCP 65(b). As the affidavit of Cami M. Perkins, Esq. demonstrates, immediate
9
and irreparable harm, loss, and damage will result before Defendants can be hear in opposition
10
because by that time, Defendants will have proceeded to hold the June 23 rd Meeting and
11
approved the City-Owned Hangar Rental Agreement, when the City Council should not even
12
be considering the City-Owned Hangar Rental Agreement and should only be considering an
13
Las Vegas, NV 89169
extension of the Ground Lease or entering into a new ground lease with Plaintiffs. Notice of
14
(702) 257-1483
the Motion is being provided to Defendants. Accordingly, a temporary restraining order is

15
proper under NRCP 65.
16
This Court additionally has the authority to issue a preliminary injunction. NRS 33.010
17
reads, in pertinent part, as follows:
18
1. When it shall appear by the complaint that the plaintiff is entitled to the relief
19
demanded, and such relief or any part thereof consists in restraining the
20 commission or continuance of the act complained of, either for a limited
period or perpetually.
21 2. When it shall appear by the complaint or affidavit that the commission or
continuance of some act, during the litigation, would produce great or
22 irreparable injury to the plaintiff.
3. When it shall appear, during the litigation, that the defendant is doing or
23
threatens, or is about to do, or is procuring or suffering to be done, some act
24 in violation of the plaintiff’s rights respecting the subject of the action, and
tending to render the judgment ineffectual.
25
NRS 33.010; also see Univ. and Cmty. College Sys. of Nev. v. Nevadans for Sound Gov’t, 120
26
Nev. 712, 721, 100 P.3d 179, 187 (2004).
27
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1 The analysis for a temporary restraining order is substantially identical to that of a
2 preliminary injunction. The purpose of a preliminary injunction is to preserve the status quo
3 pending a full determination on the merits. Leonard v. Stoebling, 102 Nev. 543, 550-51, 728
4 P.2d 1358, 1363 (1986). The Court may issue an injunction if Plaintiffs show: (1) that it they
5 are likely to succeed on the merits; and (2) a reasonable probability of irreparable harm. Dixon
6 v. Thatcher, 103 Nev. 414, 415, 742 P.2d 1029, 1029 (1987); Dep’t of Conservation & Natural
7 Res. v. Foley, 121 Nev. 77, 80, 109 P.3d 760, 762 (2005); Pickett v. Comanche Constr., 108
8 Nev. 422, 426, 836 P.2d 42, 44 (1992); Sobol v. Capital Mgmt. Consultants, Inc., 102 Nev.
9 444, 446, 726 P.2d 335, 337 (1986); Winter v. Nat’l Res. Defense Council, Inc., 555 U.S. 7, 20
10 (2008). The Court may also consider the public interest and the relative hardship of the parties.
11 Clark Co. Sch. Dist. v. Buchanon, 112 Nev. 1146, 1150, 924 P.2d 716, 719 (1996).
12 A. Plaintiffs Enjoy a Reasonable Likelihood of Success on the Merits
13 “It is not the function of a preliminary injunction to decide the case on the merits, and
Las Vegas, NV 89169
14 the possibility that the party obtaining a preliminary injunction may not win on the merits at
(702) 257-1483
15 the trial is not determinative of the propriety or validity of the trial court’s granting the
16 preliminary injunction.” B. W. Photo Utilities v. Republic Molding Corp., 280 F.2d 806, 807
17 (9th Cir. 1960). Instead, “[t]o establish a substantial likelihood of success on the merits, [a
18 plaintiff] must show a ‘fair chance of success.’” In re Focus Media, Inc., 387 F.3d 1077, 1086
19 (9th Cir. 2004) (citation omitted).
20 Plaintiffs enjoy at least a reasonable likelihood of success on the merits of all of their
21 claims.
22 1. Plaintiffs are Likely to Prevail on Their Claim for Mandamus Relief
23 A writ of mandamus is available to compel the performance of an act that the law
24 requires as a duty resulting from an office, trust, or station or to control an arbitrary or capricious
25 exercise of discretion. See NRS 34.170; Int’l Game Tech., Inc. v. Second Judicial Dist. Court
26 ex rel. Cty. of Washoe, 124 Nev. 193, 197, 179 P.3d 556, 558 (2008). The reviewing court will
27 determine whether the decision was based on substantial evidence. Substantial evidence is
48 of 54
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1 evidence that “a reasonable mind might accept as adequate to support a conclusion.” State
2 Emp’t Sec Dep’t v. Hilton Hotels, 102 Nev. 606, 608, 729 P.2d 497, 498 (1986). A decision
3 that is not supported by substantial evidence is arbitrary and capricious. Id.
4 Here, the City Council was not presented with the true facts or an accurate summary of
5 the law. Instead, the City Manager and the City Attorney failed to provide any information
6 regarding the numerous representations and promises that had been made to Plaintiffs regarding
7
renewal of the leases, and falsely stated that as a matter of law the City was not allowed to
renew or extend the existing leases but was instead legally obligated to seize possession of the
8
hangars. The City Council was not provided copies of the Aeroplex Report, not provided with
9
the option of a new ground lease, and was not informed that the City had previously retained
10
an attorney to draft a new lease or presented with a copy of that lease which is a ground lease.
11
The City Council was also presented with numerous egregiously false statements of law
12
at the May 19, 2020 Special Meeting. The City Council was falsely informed, by Defendants
13
the City Manager and the City Attorney, that the City had no ability to renew or extend the
Las Vegas, NV 89169
14
(702) 257-1483
leases or enter into a new ground lease. The truth, of course, is that parties are free to contract
15
as they see fit. See Griffin v. Old Republic Ins. Co., 122 Nev. 479, 487, 133 P.3d 251, 256
16
(2006) (“We have consistently held that parties may freely contract . . . .”).
17
Defendants’ conduct is also arbitrary and capricious because even though the Mayor’s
18 motion for reversion failed at the May 19, 2020 Special Meeting by a vote of 3-2, the City is
19 proceeding anyway to seize the Hangars. Defendants’ arbitrary and capricious conduct is
20 further evidenced by the fact that following the May 19, 2020 Special Meeting, they have
21 refused to add a “ground hangar lease” as an agenda item for City Council meetings and
22 continue to refuse Plaintiffs any opportunity to be heard. Requests have been made to add this
23 issue as an agenda item by a City Council member and the Chairman of the AAC, but those
24 requests have been refused in violation of the City Council’s Rules of Procedure. Upon review
25 of the facts and evidence, including the transcripts of the City Council meetings, this Court will
26
quickly determine that Defendants’ actions have been arbitrary and capricious.
27
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1 2. Plaintiffs are Likely to Prevail on Their Claim for Declaratory Relief
2 Plaintiffs seek declaratory relief with respect to a declaration that Boulder City and/or
3 its Council may not exercise the Reversion Clause on July 2, 2020, and must extend the Current
4 Lease or enter into a new lease wherein Plaintiffs retain ownership of their respective hangars
5 versus Boulder City enforcing the Reversion Clause. For the same reasons presented above
6 regarding Plaintiffs’ claim for a writ of mandamus and the reasons presented below on
7 Plaintiffs’ claim for promissory estoppel, Plaintiffs are therefore likely to prevail on this claim.
8 3. Plaintiffs are Likely to Prevail on Their Claim for Promissory Estoppel
9 “To establish promissory estoppel four elements must exist: (1) the party to be estopped
10 must be apprised of the true facts; (2) he must intend that his conduct shall be acted upon, or
11 must so act that the party asserting estoppel has the right to believe it was so intended; (3) the
12 party asserting the estoppel must be ignorant of the true state of facts; (4) he must have relied
13 to his detriment on the conduct of the party to be estopped.” Cheqer, Inc. v. Painters &
Las Vegas, NV 89169
14 Decorators Joint Committee, Inc., 98 Nev. 609, 614, 655 P.2d 996, 998–999 (1982); see also
(702) 257-1483
15 Pink v. Busch, 100 Nev. 684, 689, 691 P.2d 456, 459–60 (1984).
16 As shown above, the City represented to Plaintiffs for years that the City intended to
17 extend or renew the leases or enter into a new ground lease. If the City truly believed that it
18 did not have the legal ability to renew the leases or enter into a new ground lease, as stated by
19 the Mayor, the City Manager, and the City Attorney at the May 19, 2020 Special Meeting, that
20 interpretation and intent was never disclosed to Plaintiffs. Instead, Plaintiffs relied upon the
21 City’s promises of renewal or a new ground lease to their own detriment—they continued to
22 pay rent, invest in their hangars, purchase hangars, and otherwise not sell their hangars.
23 B. Plaintiffs (and the Other Hanger Owners With Ground Leases Expiring in
the Future) Face Irreparable Harm Without an Injunction
24
25 For the second prong, Plaintiffs only need to show “a likely or actual ‘threatened’ harm,
26 rather than…an actual or certain harm.” System Concepts, Inc. v. Dixon, 669 P.2d 421,428
27 (Utah 1983). Moreover, when the probability of success on the merits is high, the moving party
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1 has a lesser burden in establishing harm. Topanga Press, Inc. v. City of Los Angeles, 989 F.2d
2 1524, 1528 (9th Cir. 1993).
3 Because these injuries are inflicted upon Plaintiffs’ real property interests, as a matter
4 of law the harm is presumed to be irreparable. Dixon v. Thatcher, 103 Nev. 414, 416, 742 P.2d
5 1029, 1030 (1987) (“real property and its attributes are considered unique and loss of real
6 property rights generally results in irreparable harm.”) Nev. Const. art. 1, § 1 (granting an
7 inalienable constitutional right to “[p]rotect[]” property).
8 Additionally, courts in Nevada and elsewhere have long held that when a defendant’s
9 actions “unreasonably interfere with a business or destroy its credit or profits,” or infringes on
10 that company’s goodwill, that constitutes “an irreparable injury and thus authorize[s] issuance
11 of an injunction.” See, e.g., Sobol, 102 Nev. at 446, 726 P.2d at 337 (enjoining the defendant
12 from taking a similar name because it “creat[ed] public confusion, infring[ed] on goodwill, and
13 damage[ed] reputation in the eyes of creditors”). Here, many of the hangar owners utilize their
Las Vegas, NV 89169
14 hangars in connection with their aviation business, i.e., flight schools. Allowing Defendants to
(702) 257-1483
15 proceed with reversion would destroy those businesses.

16 C. The Balance of Hardships Favors Injunctive Relief
17 “In considering preliminary injunctions, courts also weigh the potential hardships to the
18 relative parties[.]” Univ. & Cmty. Coll. Sys. of Nevada v. Nevadans for Sound Gov’t, 120 Nev.
19 712, 721, 100 P.3d 179, 187 (2004) (citing Clark Co. School Dist. v. Buchanan, 112 Nev. 1146,
20 1150, 924 P.2d 716, 719 (1996)).
21 Simply stated, there is no “balance of hardships” at issue here; Plaintiffs are the only
22 parties facing any potential hardship. If the requested relief is granted, the only “hardships”
23 imposed upon Defendants would be (1) to continue collecting rent from Plaintiffs until this
24 matter can be determined on the merits; (2) to be required to comply with the City Council’s
25 Rules of Procedure and add the issues to the agenda for a meeting; (3) to provide accurate
26 factual and legal information to the City Council at a future meeting; and (4) to afford Plaintiffs
27
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1 fundamental due process. In contrast, Plaintiffs will lose the tens of thousands of dollars they
2 have invested in their property interests. Injunctive relief is therefore appropriate.
3 D. The Public’s Interest Favors Entering an Injunction
4 Courts also consider the public interest in determining whether to grant injunctive relief.
5 Nevadans for Sound Gov’t, 120 Nev. at 721, 100 P.3d at 187. The public holds a fundamental
6 and inalienable interest in the sanctity of government meetings and operations—government
7 agencies should act honestly and fairly, follow the rules, and make decisions based on the true
8 law and facts.
9 Further, there is overwhelming public comment supporting Plaintiffs’ position and in
10 opposition to the City’s action. See Exhibit 57, Numerous Public Comment Letters Submitted
11 at May 19th Special Meeting and June 9th Meeting. The public has voiced its concern regarding
12 Defendants’ arbitrary and unfair actions, and has demanded that the City honor its prior
13 commitments. The Court should rule on the side of that public interest.
Las Vegas, NV 89169
14 E. Any Bond Should Be Minimal

(702) 257-1483
15 Rule 65(c) of the Nevada Rules of Civil Procedure states: “No restraining order or
16 preliminary injunction shall issue except upon the giving of security by the applicant, in such
17 sum as the court deems proper, for the payment of such costs and damages as may be incurred
18 or suffered by any party who is found to have been wrongfully enjoined or restrained.” N EV.
19 R. CIV. P. 65(c). The amount is left to this Court’s discretion, but should correspond to the
20 damages which the defendant would incur if the injunction was later found to be wrongful. Am.
21 Bonding Co. v. Roggen Enterprises, 109 Nev. 588, 591, 854 P.2d 868, 870 (1993) (“[t]he
22 expressed purpose of posting a security bond is to protect a party from damages incurred as a
23 result of a wrongful injunction”); Kettenhofen v. Ricciardi, 92 Nev. 157, 158, 547 P.2d 685,
24 685 (1976).
25 Here, Plaintiffs seek an injunction requiring Defendants to comply with their
26 obligations. In light of Plaintiffs’ strong likelihood of success on the merits, this Court should
27 order a bond that is in a minimal amount, with Plaintiffs favoring the sum of $500.
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1 V. CONCLUSION
2 For all of the foregoing reasons, Plaintiffs respectfully request that the Court enter a
3 Temporary Restraining Order and thereafter, a Preliminary Injunction, enjoining Defendants
4 from terminating the Ground Lease, taking possession or control of Plaintiffs’ hangars,
5 exercising the Reversion Clause, and otherwise denying Plaintiffs of due process as outlined in
6 Plaintiffs’ proposed Temporary Restraining Order attached as Exhibit 58 and enclosed
7 herewith.
8 DATED this 22nd day of June, 2020.
9 HOWARD & HOWARD ATTORNEYS PLLC
10
By: /s/ Cami M. Perkins__________________
11 Cami M. Perkins, Nevada Bar No. 9149
Robert Hernquist, Nevada Bar No. 10616
12 Kirill V. Mikhaylov, Nevada Bar No. 13538
13 Attorneys for Plaintiffs BAC Services, LLC,

Las Vegas, NV 89169
Michael and Bethany Caruso, Robert Dugan,

14
(702) 257-1483
Roland Fraga, Michael Halverson, R.J. Heapy,

15 Ernie Martin, Doug Mueller, David And Cristy
Moore, Raymond Nickels, Matt Ragan, Evan
16 Slawson, Joel Smith, Brian Stokes, and Vincent
Tolomeo
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1 CERTIFICATE OF SERVICE
2 I hereby certify that I am employed in the County of Clark, State of Nevada, am over
3 the age of 18 years and not a party to this action. My business address is 3800 Howard Hughes
4 Parkway, Suite 1000, Las Vegas, NV 89169.
5 On the 22nd day of June, 2020, I served the foregoing PLAINTIFFS’ EMERGENCY
6 EX PARTE APPLICATION FOR TEMPORARY RESTRAINING ORDER AND
7 MOTION FOR PRELIMINARY INJUNCTION ON ORDER SHORTENING TIME in
8 this action or proceeding electronically with the Clerk of the Court via the Odyssey E-File and
9 Serve System, which will cause this document to be served upon the counsel of record, and
10 hand delivered to:
11 Steven Morris, City Attorney
City Attorney’s Office
12
401 California Avenue

13 Boulder City, NV 890058
Las Vegas, NV 89169
14 Cynthia Alexander
(702) 257-1483
Dickinson Wright PLLC

15 3883 Howard Hughes Parkway, Suite 800
Las Vegas NV 89169
16
17
I certify under penalty of perjury that the foregoing is true and correct, and that I
18
executed this Certificate of Service bon June 22, 2020 at Las Vegas, Nevada.
19
/s/ Dianna Simeone
An employee of Howard & Howard Attorneys
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4849-1998-9171, v. 1
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DISTRICT COURT
3 CLARK COUNTY, NEVADA
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6 BAC Services Inc, Plaintiff(s) CASE NO: A-20-816602-B
7 vs. DEPT. NO. Department 27
8 Boulder City of, Defendant(s)
10 AUTOMATED CERTIFICATE OF SERVICE

11
This automated certificate of service was generated by the Eighth Judicial District
12 Court. The foregoing Order Shortening Time was served via the court’s electronic eFile
13 system to all recipients registered for e-Service on the above entitled case as listed below:
14 Envelope ID: 6216681
Service Date: 6/22/2020
15
16 Robert Hernquist [email protected]
17 Cami Perkins [email protected]
18 Dianna Simeone [email protected]

Kirill Mikhaylov [email protected]
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Howard & Howard Attorneys PLLC: Istrict Ourt Lark Ounty Evada

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Electronically Filed

BAC SERVICES, LLC, a Nevada limited CASE NO.: A-20-816602-B

5 Plaintiffs BAC SERVICES, LLC, a Nevada limited liability company (“BAC”)

13 Smith”), BRIAN STOKES, an individual (“Mr. Stokes”) and VINCENT TOLOMEO, an

13 HOWARD & HOWARD ATTORNEYS PLLC

By: /s/ Cami M. Perkins__________________

3. I make this affidavit in support of Plaintiffs’ Emergency Ex Parte Application

Attached to the Motion as Exhibit 1 is my Declaration authenticating the exhibits attached to

14 increased rent commensurate with current fair market rental rates. 1

15 May 13, 2020 for May 19, 2020 Special Meeting.

would not provide additional consideration and his recommendation would

14 information, which action will have to be unwound.

6 Dated: ______________ ____________________________________________

15 City’s proposal including:

13 January 2, 2018 AAC Meeting Minutes.

13 Goodfellow, Exhibit 29, Declaration of Matt Ragan.

from Master Tenants with private, non commercial aircraft storage

collective group/HOA/Association where units could combine to create one

confirmation for any modified or new agreement, and no terms, conditions or

19 The range of current surveyed rates are as follows:

20 Current Improved Current Unimproved Land

14 response. See Exhibit 9, Declaration of Richard Moynihan.

23 Item 4. For possible action: Discussion and possible staff directive

and information, the Special Meeting was filled with improprieties.

the Motion is being provided to Defendants. Accordingly, a temporary restraining order is

15 proceed with reversion would destroy those businesses.

14 E. Any Bond Should Be Minimal

13 Attorneys for Plaintiffs BAC Services, LLC,

Michael and Bethany Caruso, Robert Dugan,

Roland Fraga, Michael Halverson, R.J. Heapy,

401 California Avenue

Dickinson Wright PLLC

6 BAC Services Inc, Plaintiff(s) CASE NO: A-20-816602-B

7 vs. DEPT. NO. Department 27

8 Boulder City of, Defendant(s)

10 AUTOMATED CERTIFICATE OF SERVICE

16 Robert Hernquist [email protected]

17 Cami Perkins [email protected]

18 Dianna Simeone [email protected]

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6 Dated: ______________________________