Hangar Development Agreement with Vermillion.pdf

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HANGAR DEVELOPMENT AGREEMENT BETWEEN  
CITY OF BUCKEYE AND VERMILLION DEVELOPMENT 
THIS HANGAR DEVELOPMENT AGREEMENT (“Agreement”) is made effective on
this 20th day of January, 2026 (“Effective Date”), by and between the City of Buckeye, an Arizona 
municipal corporation (“City”) and VERMILLION DEVELOPMENT, LLC, a Arizona limited 
liability company, as developer and putative initial lessee of hangar spaces (“Developer” or 
“Vermillion”) (individually, “Party”; collectively, “Parties”). 
WITNESSETH:
WHEREAS, the City is a public body that owns and is charged with the operation of 
the Buckeye Municipal Airport (“Airport”), located in the City of Buckeye, Arizona; and 
WHEREAS, in or near March of 2025, the City issued NOITL No. 2025386A – Airport 
Notice of Intent to Lease – T-Hangars and/or Executive Box Hangars (“NOITL No. 2025386A”), 
situated on the east side of the Airport; and 
WHEREAS, Developer is organized and exists under the laws of the State of Arizona, 
is registered with the Arizona Corporation Commission, and is authorized to conduct business in 
the State of Arizona; and 
WHEREAS, the parties hereto wish to enter into this Hangar Development Agreement for 
ground/land on which Developer shall initially lease and construct four hangars and related 
improvements for the purpose of storage of aircraft (see Paragraph 8, Use of Premises.), as 
generally depicted in the attached and incorporated Exhibit A (Hangar Nos. 1, 2, 3, and 4); and
WHEREAS, further, in connection with Developer’s construction of Hangar Nos. 1 
through 4, it is the parties’ intent to engage in good faith negotiations for Developer’s construction 
of up to eight (8) additional hangars, as generally depicted in Exhibit A. 
NOW THEREFORE, in consideration of the mutual covenants contained herein, the 
Parties agree as follows:
AGREEMENT: 
1) 
Premises. Contemporaneously with Developer’s commencement of construction of 
Hangar No. 1, Hangar No. 2, Hangar No. 3, and Hangar No. 4 as set forth in Paragraphs 4 and 
5 of this Agreement, the City shall lease to the Developer land located at the Buckeye 
Municipal Airport (“Airport”), generally depicted in the attached and incorporated Exhibit A
(collectively “Premises”; each individually a “Hangar Site” or “Developer’s Premises”),
together with any reasonably necessary easements for ingress and egress, and parking areas. 
Developer shall provide a formal legal description to accompany each ground lease (each a 
“Hangar Ground Lease”). Developer, in addition to the Premises, shall be entitled to the 
general use, in common with others, of all airport facilities made available for use to the 
general public. For purposes of this Agreement, “airport facilities” shall include runways,
taxiways, public ramps, roadways, sidewalks, navigation and terminal aids, lighting facilities, 
terminal facilities, or other public use facilities that have been constructed, or that will be

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constructed, by the City and that are under the direct control of the City.
2) 
Construction Standards; Minimum Hangar Sizes. All Hangars shall (i) meet 
structural standards and aesthetic enhancements, in coordination with the City’s Development 
Services Department, and (ii) be at least three thousand six hundred square feet (3,600 sq. ft.), 
commonly referred to as a ‘box hangar’ configuration, as generally depicted in Exhibit A. 
3) 
Initial Base Term of the Hangar Ground Lease. The initial base term for the ground 
lease of Hangar Site No. 1 shall be for a period of thirty (30) years, commencing on the date that such
Hangar Ground Leaseis executed by the City and the Developer. The Hangar Ground Leasefor Hangar 
Site No. 1 as depicted in Exhibit A shall be executed contemporaneously with this Agreement., in 
substantially the form and format in the attached and incorporated Exhibit B. 
4) 
Construction Contingency; Hangar No. 1. This Agreement shall be subject to 
termination if construction of Hangar No. 1 on Developer’s Premises does not commence
within six (6) months from the Effective Date hereof or is not completed within eighteen (18)
months from the Effective Date hereof. Commencement shall include the submission of
complete, final construction plans and drawings to the City, and City Building Official for 
review, and permitting, including but not limited to the issuance of the appropriate building 
permits by the City and the execution of a contract with Developer’s construction contractor.
“Completion” or “Completed” shall mean the issuance of a Certificate of Occupancy.
5) 
Construction Contingency; Hangar Nos. 2 through 4; Hangar Ground Leases; 
Sequence. Within eighteen (18) months following commencement of construction of Hangar 
Nos. 2, 3, and 4, Developer shall cause the completion of construction. This Agreement shall 
be subject to termination if construction of Hangar Nos. 2 through 4 on Developer’s Premises 
does not adhere to the construction cycle, i.e., construction Completion within eighteen (18) 
months from Commencement. 
a) 
Completion of Construction; Hangar Ground Leases after Completion of 
Hangar No. 2. Following Completion of construction of each Hangar, Developer shall 
undertake all reasonable efforts to secure third-party Hangar-tenants for each Hangar.  
So long as Developer is not in default hereof, Developer shall have the right to assign 
its Hangar Ground Lease to a qualified tenant.  
b) 
Hangar Ground Leases Duration. Except for Hangar No. 1, upon the 
effective date of its commencement, the term of each Hangar Ground Lease will be fifty (50) 
years. 
c) 
Hangar No. 1. The Hangar Ground Lease for Hangar No. 1 will be 
automatically extended to a maximum term of 50 years, subject to the Developer 
obligations set forth in subparagraphs i) and ii) below. 
i) Within eight (8) years of the Effective Date of this Agreement, Developer shall: 
(1) 
Enter into a Hangar Ground Lease with the City for Hangar Sites Nos. 1, 2, 3, 
and 4, in the form and format attached hereto as Exhibit B;

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(2) 
Cause the Completion of Hangar Nos. 1, 2, 3, and 4; and 
(3) 
Except for Hangar No. 1, assign Developer’s right, title and interest in and to 
Developer’s Hangar Ground Lease to a qualified, third-party tenant. 
ii) Within eighteen (18) months of the Effective Date of this Agreement, cause 
the completion of Hangar No. 1. 
iii) With regard to Hangar Site No. 1, Developer shall have the right to either (A) assign its 
Hangar Site No. 1 Hangar Ground Lease to a qualified third-party tenant , or (B) remain a 
tenant of Hangar Site No. 1. 
iv) The City shall not unreasonably withhold or delay assignment of a Hangar Ground 
Lease to a qualified tenant. The City Manager is authorized to accept the Developer’s 
assignment of a Hangar Ground Lease to a qualified third-party tenant and tenant’s 
concomitant acceptance, provided that any material changes to said Lease shall require the 
approval of the City Council. 
v) The maximum cumulative term of a Hangar Ground Lease shall be fifty (50) years from 
its initial effective date., regardless of its assignment-date. 
6) 
Improvements. Vermillion shall provide the City with "as built" drawings of all new 
construction (“Improvements”) within thirty (30) days following the issuance of a Certificate 
of Occupancy. City's representative will verify Improved Area and Unimproved Area 
dimensions of the Premises within thirty (30) days following notice from Vermillion of 
completion to reconcile the final rental rate, pursuant to the Hangar Ground Lease for that 
Hangar Site. 
a) 
Performance Bond: Upon execution of this Agreement, Vermillion must 
secure and post a Performance Bond in the amount of fifty thousand ($50,000) in 
substantially the form and format attached hereto as Exhibit C, which shall remain in 
full force and effect until the issuance of certificates of occupancy for all four Hangars. 
If the development of Hangar Nos. 1, 2, 3, and 4 is not commenced or completed 
within the timeframes identified in this Agreement, the Performance Bond will be 
drawn by the City as and for liquidated damages. 
7) 
Agent: The City appoints the Aviation Director, or designee, as its authorized 
representative and Agent to receive all notices and reports under this Agreement. 
8) 
Use of Premises: Developer shall have the full and free right to ingress and egress from 
the Premises and use the Premises for the purposes as defined in this Paragraph and for no 
other purpose without the express prior written consent of the Aviation Director or designee. 
The Improvements on the Premises shall be used for storage and basic maintenance of aircraft 
owned and leased by a tenant under a Hangar Ground Lease. The portion of the 
Improvements containing the Airport Hangars shall be used by a tenant only for the purpose 
of conducting aeronautical activities as defined by the FAA and confirmed by the City of 
Buckeye Aviation Director. The use of the Premises must, at all times, be in compliance with 
the City’s Municipal Airport Rules and Regulations (the “City Airport Rules”), as adopted by

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the City and as may be amended from time to time. Aircraft must be removed from any 
structure if fueling and/or defueling operations are conducted on the Premises. Aircraft 
maintenance conducted on the Premises shall be accomplished in accordance with City 
Airport Rules, City Building and Fire Codes, and adopted rules and regulations. The City and 
Developer will cooperate in developing appropriate plans in the event that a future change in 
the City Airport Rules requires a change to the Premises. 
9) 
Signs: During construction of Improvements, Developer may install ordinance 
compliant signs or other corporate identification of the business on Developer’s Premises at 
its sole cost, provided, however, that the Developer or its designee has obtained both the City’s
permit approval and the Aviation Director or designee's prior written approval as to the size, 
type, design and location of these signs or other corporate identification prior to installation, 
which such approval shall not be unreasonably withheld. 
10) 
Right to Amend: If the Federal Aviation Administration (“FAA”) or its successor, 
requires modifications or changes in this Agreement or in the Hangar Ground Lease (Exhibit 
B) as a condition precedent to granting funds for Airport improvements, Developer may 
either: (A) consent to the amendments, modifications, or changes as may be reasonably 
required and to incorporate such required changes into an amendment to this Agreement 
and/or the Hangar Ground Lease; provided that Developer will not be required to pay 
increased Rent or change the use of the Developer’s Premises or accept a relocation or
reduction in size of the Developer’s Premises until Developer and the City have fully executed 
an amendment to this Agreement and the Hangar Ground Lease that is mutually satisfactory 
to all parties; or (B) terminate this Agreement and the Hangar Ground Lease as of the effective 
date of the modifications or changes to this Agreement or the Hangar Ground Lease, with no 
further obligations to City. Subject to any deadline requirement set by the FAA that may 
require an earlier response,  Developer shall have ninety (90) days from the date it receives 
notice of the FAA required modifications or changes to advise the City in writing of its 
election of either (A) or (B) as set forth in the preceding sentence. If Developer fails to deliver 
notice of its election within ninety (90) days, the City may terminate this Agreement and the 
Hangar Ground Lease as of the effective date of the modifications or changes to this 
Agreement and/or the Hangar Ground Lease and give notice of termination to Developer.  
Upon Developer’s written request with good cause shown, the City Manager is authorized to 
grant a 30-day extension, calculated from the original 90-day period, to deliver a notice of 
election to the City. 
11) 
Subordination to U.S.A./Federal Aviation Administration/Department of 
Homeland Security Requirements:  This Agreement shall be subject and subordinate to the 
provisions of any existing or future agreement between City and the United States of America, 
or the State of Arizona, or any agency thereof, relating to the operation or maintenance of the 
Airport, the execution of which has been or may be required as a condition precedent to the 
expenditure of Federal or State funds for the development or operation of the Airport. 
Developer shall remain compliant with current and future security rules and regulations and 
policies of the FAA, the Department of Homeland Security, or any other governmental body 
having jurisdiction over the Airport. 
12) 
Development of Premises. All plans and specifications for Developer's development

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of Premises and all renovations, remodeling, refurbishing and construction upon the Premises 
must meet all fire, building, and other applicable City, state and federal regulations and code 
requirements. Developer shall be solely responsible, without any cost or expense to the City, 
for obtaining required approvals and permits and City building permits, and for paying all 
approval and permit fees associated with the development. Developer’s plans and 
specifications must substantially comply with their submission to the NOITL No. 2025386A, 
and include a detailed schedule and contemplate substantial completion of the facility 
within the time frames set forth in Paragraphs 4 and 5 herein. Plan review and submission 
must be coordinated with the Aviation Director to ensure coordination and to ensure no other 
Airport tenants are adversely affected by the development. Upon final completion and 
acceptance of the improvements by the City, Developer must provide one set of as-built plans 
and one electronic copy of the record documents to the Aviation Director, who will keep one 
set of plans on file at the Aviation Director’s office. Developer shall also provide compliant 
as-built plans to the City.  Developer must keep said documents current, by providing one set 
of "as-built" plans and one electronic copy of all record documents showing any alteration in 
excess of twenty-five thousand dollars ($25,000) to the Premises to the Aviation Director, 
which plans are to be attached to this Agreement in the same manner as provided for the 
original plans and specifications. No substantial changes or alterations shall be made to said 
plans or specifications after initial approval by the City without further written approval by 
the Aviation Director.  Prior to Commencement of construction, Developer and its consultant 
or contractor will coordinate hangar-placement, design, and construction with the City.  
13) 
During Construction.  Developer shall be responsible for causing the Developer’s 
Premises, adjacent properties, and the Airport infrastructure to be maintained in good order 
and condition during construction and upon Completion of the Improvements in accordance 
with commercially reasonable standards, at no cost to the City.  During the construction of the 
Improvements, the Aviation Director or designee may enter upon the Developer’s Premises 
during normal business hours and make inspections as may be necessary to ensure that the 
construction of the Improvements is performed in accordance with the requirements of this 
Agreement and in accordance with the submitted plans and specifications. During the 
construction of the Improvements, in the event a lien is attached to the Developer’s Premises, 
Developer shall satisfy and remove any such lien within ten (10) calendar days of notice of 
such lien. Developer shall notify the City in writing immediately upon the receipt of such 
notice of a lien being filed and within one (1) business day (Monday through Friday, excluding 
government holidays) of the removal of such lien. 
14) 
Foreclosure.  In the event of any foreclosure by any lender, financing agency, or 
guarantor of its lien or liens on the Improvements constructed by Developer, fixtures, or trade 
fixtures located on the Developer’s Premises, said lender, financing agency, or guarantor 
succeeds hereunder to all rights, privileges, and duties of Developer, including without 
limitation payment of any rent under a Hangar Ground Lease between Developer and City, as 
if said lender was originally named Developer herein, and said lender, financing agency, or 
guarantor will have a reasonable time after the date of foreclosure [not less than three hundred 
sixty five (365) calendar days] to (i) Complete the construction (certificate of occupancy) on 
Developer’s Premises, and (ii) secure Hangar Ground Leases for any available Hangar Sites. 
15) 
Indemnification.  Developer must include in all construction contracts entered into, a

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provision requiring the contractor, or in the alternative, Developer, to indemnify, hold 
harmless, defend and insure City, including its officers, agents, elected officials, and 
employees, against the risk of legal liability for death, injury or damage to persons or property, 
direct or consequential, arising or alleged to arise out of, or in connection with, the contractor’s 
or its agents’ presence on the Developer’s Premises or the Airport and performance of any or 
all of the construction work thereon, whether the claims and demands made are just or unjust, 
unless same are caused by the negligence or willful act of City, its officers, agents, or 
employees. Developer must furnish or require the contractor to furnish insurance as required 
in Paragraph 24 herein. 
16) 
Utilities.  City will extend Water and Electric utilities lines to the Premises.  Upon the 
Commencement of construction and upon Developer’s request, City will promptly provide 
water meter and service set-up for each individual Hangar Site (1 through 4), at no cost to 
Developer. Developer shall be responsible for connecting each Hangar Site to the master water 
line. Developer shall be responsible for coordinating with electric utility provider(s) (e.g., 
APS) to provide a meter and service to each Hangar Site. City shall not be responsible for 
payment of any utilities services including but not limited to electricity, natural gas, propane, 
water, telecommunications and/or refuse service use associated with the development of the 
Developer’s Premises and subsequent operations and leasing. Developer shall be responsible 
for payment of all utilities until the effective date of Hangar Ground Lease assignment to third 
party tenant. Water usage shall be billed on a pro-rata basis directly to each tenant, and 
payment will be the sole responsibility of tenant. Under no circumstances will the City be 
responsible for payment of utility costs related to the leased portion of the Premises.  
Additionally, there shall be prompt payment of charges for said utilities, services and 
installation thereof, before any penalty is assessed due to non- or late payment.  
a) 
Sewer/Wastewater Utility.  Notwithstanding the foregoing,  Developer shall 
install a septic holding tank or tanks, generally depicted on Exhibit A, the capacity 
and precise location to be mutually agreed upon by City and Developer prior to 
Completion of Hangar No. 1, but sufficient to serve Developer’s ultimate build-out of 
not less than four (4) and not more than twelve (12) box hangars. At reasonable 
intervals, City will pump the  holding tank. After a public sewer utility master line is 
extended to the Premises, each Hangar Site will be connected to the public sewer by 
the City. City shall decommission the holding tank at City’s expense, unless otherwise 
mutually agreed upon by the Parties. Hangar Ground Lease tenants shall be 
responsible for payment of their own sewer utilities service. Currently, there is no 
anticipated date for the City’s extension of a public sewer line to the Premises. 
17) 
Repair and Maintenance.  Developer, at its own expense, shall make, or cause to be 
made, any and all repairs and replacements necessary to keep the Developer’s Premises in a 
commercially reasonable condition and in safe repair and shall make any and all repairs and 
replacements necessary to remedy defects of a structural nature. Developer shall provide 
maintenance to keep the interior and exterior of the Developer’s Premises in a clean, attractive 
and sanitary condition at all times. Developer is responsible to maintain all concrete and 
asphalt within the Developer’s Premises. 
18) 
Hazardous Substances. Developer shall comply with all environmental laws, rules,

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regulations, orders and permits applicable to the Developer’s Premises, including but not 
limited to, required National Pollutant Discharge Elimination System Permits and all 
applicable laws relating to the use, storage, generation, treatment, transportation, or disposal 
of hazardous or regulated substances. Except for the Hazardous Substances governed by and 
transported in full compliance with the transportation laws of the state or federal government, 
Developer must not knowingly use, store, generate, transport, or dispose of any hazardous or 
regulated substances or waste on or near the Developer’s Premises without first obtaining all 
required permits and approvals from all authorities having jurisdiction over the operations 
conducted on the Developer’s Premises.   
 
If Developer determines that a threat to the environment, including but not limited to a release, 
discharge, spill or deposit of a hazardous or regulated substance, has occurred or is occurring 
which affects or threatens to affect the Premises, or the persons, structures, equipment, or other 
property thereon, Developer must notify immediately by oral report, in person or by telephone, 
to be promptly confirmed in writing within twenty four (24) hours to the Aviation Director or 
designee as required by law or regulation. 
 
Developer shall keep a readily accessible file of Materials Safety Data Sheets (MSDS) for each 
Hazardous Substance on site or transported, in accordance with federal and state transportation 
laws, which file must be posted and immediately available to any City employee or Airport 
tenant who responds to report of a discharge of a Hazardous Substance on the Developer’s 
Premises.   
 
Developer will cause prompt remediation and the payment of all costs associated with any action 
or inaction of Developer that directly or indirectly prevents the Airport from materially 
conforming to all then applicable environmental laws, rules, regulations, orders, or permits.  
 
In the event Developer fails to fulfill this obligation following written notice and a reasonable 
cure period, City may perform any such remediation and the direct and indirect cost of such 
action shall be invoiced to the Developer plus a fifteen percent (15%) administrative fee. 
Payment of such charges is due and payable upon demand. 
 
The rights and obligations set forth in this Paragraph shall survive the earlier expiration or 
termination of this Agreement. 
19) 
Nondiscrimination/Affirmative Action/Americans with Disabilities Act (ADA). 
a) 
Nondiscrimination – General.  Developer for itself, its hangar construction 
contractor and subcontractors, their personal representatives, successors in interest, 
and assigns, as a part of the consideration hereof covenants that: (i) no person on the 
grounds of race, creed, color, religion, sex, age, national origin, sexual orientation, 
marital status, disability, or political belief or affiliation will be excluded from 
participation in, denied the benefits of or otherwise be subjected to discrimination in 
the use of the Developer’s Premises;  (ii) in the construction of any Improvements on,
over, or under the Developer’s Premises and the furnishing of services thereon, no 
person on the grounds of race, color, religion, sex, age, national origin, sexual
orientation, marital status, disability, or political belief or affiliation will be excluded

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from participation in, denied the benefits of, or otherwise be subject to discrimination. 
b)
Nondiscrimination - Business Owner.  This Agreement is subject to the 
requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. 
Developer agrees that it will not discriminate against any business owner because of 
the owner's
race, color, national origin, or sex in connection with the award of 
performance or any concession agreement, management contract or subcontract, 
purchase or lease agreement, or other agreement covered by 49 CFR Part 23. 
c)
Remedy for Breach.  If Developer is found by a final verdict of a court of 
competent jurisdiction to have deliberately breached a non-discrimination covenant, 
the City may immediately enforce the remedies directed by the Court’s decision, 
which may include the City’s right to reenter the Developer’s Premises, retake 
possession thereof and terminate the Agreement and any associated Hangar Ground 
Lease between the Developer and the City. This provision is not effective until the 
procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including 
exercise of any rights to appeal. 
d) 
Developer or its designee at no expense to the City shall comply with any 
applicable requirements of the ADA as it may be amended, with respect to the 
Developer’s Premises. 
20) 
Compliance with Laws.
a) 
General.  Developer covenants to promptly observe, comply with, and execute 
the provisions of any and all present and future governmental laws, ordinances, rules, 
regulations, requirements, orders and directions applicable to the use and occupancy of 
Developer’s Premises. A material breach of this covenant, which is not remedied 
following written notice and a reasonable cure period, may be cause for City’s 
exercising its rights under Paragraph 21 of the Agreement. During any period of 
Developer’s good faith challenge to any such laws, ordinances, rules, regulations, 
requirements, orders and directions in a court of competent jurisdiction, as long as 
Developer is in compliance with the terms and conditions of this Agreement, any such 
challenge shall not be deemed a breach of this Agreement. 
b) 
Federal.  Developer shall comply with all applicable Federal laws, rules, and 
regulations, including without limitation the Drug Free Workplace Act, the Violence in 
the Workplace Act, the Americans with Disabilities Act, and any other acts that the U.S.
Congress passes that apply to the uses and operations at Developer’s Premises. 
c) 
State.  Developer shall comply with all applicable state laws, rules, and 
regulations of the State of Arizona.
d) 
Local.  Developer shall comply with all applicable City of Buckeye 
ordinances, and rules and regulations promulgated by the City and the City’s Airport 
Rules.

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21) 
Termination. 
a)
Termination By Developer.  Subject to subparagraph 21(d), and without 
limiting any other rights and remedies to which Developer may be entitled by common 
law, statutory law, or as elsewhere provided in this Agreement, this Agreement may 
be terminated by Developer at any time after the happening, and during the existence, 
of one or more of the following events:
i) The City’s permanent abandonment of Developer’s Premises at the Airport; 
ii) The lawful assumption by the United States Government, or any authorized 
agency thereof, of the operation, control, or use of the Airport, or any substantial 
part or parts thereof, that substantially restricts or would substantially restrict a 
Hangar Ground Lease tenant from occupying a Hangar Site, for at least one 
hundred fifty (150) calendar days; 
iii) The issuance by any court of competent jurisdiction of an injunction that 
prevents or restrains the use of the Airport or Developer’s Premises, that continues 
for at least one hundred fifty (150) calendar days; 
iv) The default by the City in the performance of any covenant or obligation on 
the part of the City to be performed, and the failure of the City to remedy the default 
for ninety (90) calendar days after receipt from Developer of written notice to 
remedy the same; or 
v) Developer’s election to terminate the Agreement and the Hangar Ground Lease 
as provided in Paragraph 10(B) of this Agreement. 
b) 
Termination by City - Subject to Subparagraph 21(d), and without limiting 
any other rights and remedies to which City may be entitled at common law, statutory 
law, or as elsewhere provided in this Agreement, this Agreement may be terminated 
by City if Developer: 
i)
Is in arrears in paying the fees or other charges due under this Agreement or 
any Hangar Ground Lease entered into between the City and Developer for thirty 
(30) calendar days after written notice, or such other time as may be provided 
herein;
ii) Makes a general assignment for the benefit of creditors;
iii) Abandons Developer’s Premises; “Abandon” shall mean failing to diligently 
pursue construction completion once construction has commenced, for a period in 
excess of ninety (90) consecutive days without notice to or coordination with the 
City; 
iv) Otherwise defaults in the performance of any of other material covenant of this 
Agreement and continues the default for ninety (90) calendar days, or such other 
time as may be provided herein, after receipt of written notice from the City of the

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default. If the default cannot reasonably be cured within said ninety (90) calendar 
days or within any other time as set out in the notice of default, Developer shall be 
deemed to have cured the default if it commences the remedy process within the 
applicable period and thereafter diligently prosecutes the same to completion. 
c) 
City's Right to Entry Upon Termination - If City terminates this Agreement 
or if Developer abandons the Developer’s Premises, the City may enter upon 
Developer’s Premises.   
 
In the event of termination by the City, the Aviation Director or designee may enter 
onto Developer’s Premises to remove any and all persons or property from 
Developer’s Premises and place any such property in storage for the account of and at 
the expense of Developer. In the case of default, if Developer fails to remove any of 
its property on Developer’s Premises within ninety (90) calendar days following the 
written notice of default, City may sell the property found on Developer’s Premises at 
a public or private sale with proceeds of the sale applied first to the cost of the sale, 
then to the cost of storage of the property, if any, and then to the indebtedness of 
Developer, with the surplus, if any, to be shipped or mailed to Developer at the address 
herein designated. If City terminates the Agreement and re-enters Developer’s 
Premises, any Hangar Ground Lease between the City and Developer shall also be 
terminated and the City may relet the premises that is the subject of said Lease. If a 
sufficient sum is not realized, after paying expenses of the reletting, to pay the rent and 
other sums agreed to be paid by Developer, Developer agrees to pay any deficiency 
within thirty (30) calendar days after City's written demand therefore. Developer 
further agrees to hold harmless and indemnify City including its officers, agents, 
elected officials, and employees against, from any loss or damage or claim arising out 
of City's action in collecting monies owed to it under this Paragraph, except for any 
loss, damage, or claim caused by the negligence or willful misconduct of City or its 
employees. 
d) 
Notice of Termination - If an event of material default occurs and, after due 
written Notice pursuant to Paragraph 26  herein, identifying the default, the defaulting 
party has failed to cure or failed to commence to cure as called for in the notice of 
default, the complaining party may at any time after the expiration of any such cure 
period terminate this Agreement by providing written notice of termination to the 
defaulting party. The Agreement will be terminated on the date specified in the notice 
but not sooner than fourteen (14) business days after the postmarked date of the notice.
e) 
Partial Destruction - If the Developer’s Premises, the Airport facilities, or the 
facilities reasonably necessary for Developer to Commence Construction or Complete 
Construction of Improvements are partially damaged, due to acts of God or other acts 
outside the control of Developer or City, to the extent that Developer cannot use 
Developer’s Premises for its intended use, then, at Developer’s option, this Agreement 
and any Hangar Ground Lease between Developer and the City may be terminated or 
instead may be suspended until the damage is repaired. If the Agreement is suspended, 
Developer and City will mutually agree on a time period for Developer to repair the 
damages to Developer’s Premises or Improvements, or on a time period for the City

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to repair the damages to the Airport facilities. If the Hangar Ground Lease between 
Developer and City is terminated or suspended, as provided for herein, the rent will be 
abated from the date of the casualty until the effective date of termination or the repair 
of the Premises, Improvements, or Airport facilities, as applicable; provided however, 
Developer as the case may be, must use its insurance proceeds to either replace the 
Improvements or remove all traces of the improvements and return Developer’s
Premises to a state of raw land. All remaining insurance proceeds will be paid to 
Developer, as the case may be. The Aviation Director is the sole judge of the extent of 
damage to the Airport Facilities. 
22) Property Rights upon Expiration or Termination.
a) 
Improvements Revert to City - Except for the right to remove personal 
property, Developer understands and agrees that at the expiration or termination of any 
Hangar Ground Lease for Hangar Nos. 1 through 4, ALL PERMANENT 
IMPROVEMENTS PLACED OR CONSTRUCTED ON THE PREMISES SHALL 
VEST WITH CITY (“Reversion”). All Hangar Ground Leases shall contain a 
Reversion provision. For avoidance of doubt, the foregoing does not apply to 
Developer’s assignment of a Hangar Ground Lease to a third-party tenant following 
construction Completion. 
23) 
City Obligations. 
a) 
To operate the Airport as a public airport, subject to the assurances given by 
City to the United States Government. 
b) 
To make water and electricity service available to the Premises on the same
basis as it is made available to all tenants or business operating at the Airport. 
Developer must promptly pay in full all utility usage supplied to the Developer’s 
Premises during its Hangar Ground Lease term, as the charges become due and 
payable. 
24) 
Insurance. 
a) 
During the term of this Agreement, Developer shall maintain General Liability 
and other required coverages as described herein, with limits equal to the City’s current 
base insurance requirements as shown below, or as the same may be amended from 
time to time, against liability arising out of this Agreement, or the use, occupancy, or 
maintenance of the Premises and all areas appurtenant thereto, for property damage, 
bodily injuries, or deaths of persons occurring in or about the Premises, not necessarily 
caused by aircraft, or in or about the Airport if caused by the act or omission of 
Developer or those for whom Developer is responsible. In addition, any independent
contractor(s) that Developer may hire shall have limits at least equal to the City’s then 
current base insurance requirements as shown below, or as the same may be amended 
from time to time. City will provide Developer with a six (6) month notice as well as 
a mutually agreed upon length of time within which to comply if the City’s base 
insurance requirements are amended. Developer shall provide copies of its current

Page 12 of 20 
 
Certificates of Insurance for the General Liability and other required coverages prior 
to execution of the Agreement, and again annually as the Certificates are renewed 
through the term(s) of the Agreement.
 
Workers’ Compensation and Employers’ Liability (If employees of Developer are present at 
Premises):
Workers’ Compensation 
Statutory Coverages with “all states” 
Endorsement 
 
Employers’ Liability 
$100,000 each accident 
$100,000 Disease Policy Limit 
$500,000 Disease Each Employee 
 
General Liability: 
Includes: Premises, Completed Operations, Product Liability, XCU coverage and 
Independent Contractors coverage, Contractual Liability (covering the indemnity 
included in this Agreement) and apply on a per occurrence basis. 
 
Generate Aggregate
$2,000,000
Products and Completed Operations Aggregate
$2,000,000
Personal and Advertising Injury
$1,000,000
Each Occurrence
$1,000,000
Fire Legal Liability for each occurrence
$300,000
Property Insurance
TBD Based on Building
Value
Automobile Liability:  
Combined Single Limit 
Liability
$1,500,000 
To Include Hired and Non- Owned autos
Excess or Umbrella Liability:     
General Aggregate
$1,000,000 
b) 
Developer must cause certificate(s) of insurance to be provided to the City’s 
Risk Manager prior to the initial execution of this Agreement and annually, thirty (30) 
calendar days prior to the annual anniversary date of the Effective Date of the 
Agreement, which shows the level and type of insurance. The issuer of the certificate 
of insurance must provide the City thirty (30) calendar days written notice, by
certified mail, prior to cancellation, non-renewal, or material change in the insurance
policy(ies) as it relates to this agreement.
c) 
Both parties will annually assess the level and types of insurance required by 
the Agreement. The City can reasonably increase or decrease the level or types of 
insurance by giving Developer notice no less than sixty (60) calendar days prior to the 
annual anniversary date of the Effective Date hereof. Developer shall have thirty (30) 
calendar days to procure the changed insurance and provide written proof of insurance

Page 13 of 20 
 
to the City’s Risk Manager. 
d)
All insurance required by this Agreement must be primary insurance and not 
in excess of or contributing with other insurance which Developer or its designee may 
carry. All policies must name City as an additional insured. Developer shall execute 
a waiver of subrogation in favor of the City and Developer shall name the City as loss 
payee on the property policy. The applicable insurance policies required by this 
Agreement must apply separately to City as if separate policies had been issued to 
Developer and the City. The amounts of all required insurance policies will not be 
deemed a limitation of Developer’s covenant to indemnify City, and if Developer or 
City becomes liable in an amount in excess of the amount(s) of said policies, then 
Developer must indemnify City from the whole thereof, except in the event of 
negligent or willful misconduct on the part of City, its officers, or employees. 
25) 
Indemnification. 
a) 
General – To the fullest extent permitted by law, Developer shall indemnify, 
hold harmless, defend and insure the City, its officers, agents, elected officials, 
contractors, and employees from and against any and all claims and causes of action, 
administrative proceedings, judgments, penalties, fines, damages, losses, demands, 
liabilities, or expenses whatsoever (including reasonable attorney's fees and costs of 
litigation, mediation and/or administrative proceedings) for reason of damage to 
property, or bodily injury or death of any persons, which may be brought, alleged, or 
imposed against the City, its officers, agents, contractors, or employees arising directly 
or indirectly from or in any way connected with (i) Developer or Developer’s guests’, 
agents’ or employees’ presence on the Premises or the Airport; (ii) Developer or 
Developer’s guests’, agents or employees’ performance of services authorized under 
any agreement with City; or, (iii) in any way arising out of Developer’s occupation of 
the Premises or from its operations on the Premises and on the Airport generally,
excepting only that liability as may result from the negligence or the willful 
misconduct of the City, including its officers, agents, and employees. City shall also 
be held harmless for damage to Developer’s property for any loss occasioned by fire, 
theft, rain, windstorm, hail, or from any other cause whatsoever, whether said cause 
be the direct, indirect, or merely a contributing factor in producing the loss to any 
aircraft, automobile, personal injury, parts, or surplus that may be located or stored
in hangars, aprons, field, or any other location at the Airport; and Developer agrees 
that the aircraft and contents are to be stored, whether on the field or in the hangar, 
at Developer’s risk. The rights and obligations set forth in this Paragraph shall survive 
the termination of this Agreement. 
b) 
Special Claims. Developer agrees to defend, at its own cost, and to protect, 
indemnify, and otherwise hold harmless, the City, including its officers, agents, 
elected officials, contractors, and employees (including but not restricted to the posting
of bond and release of attachment) from and against any and all claims in any way 
arising out of or in connection with the construction, repair, or maintenance work 
undertaken hereunder by, through or on behalf of Developer, including but not 
restricted to attachments, liens or levies, and whether or not the claim is asserted by

Page 14 of 20 
 
any party other than Developer against the City, including its officers, agents, and 
employees or the Premises or improvements thereon or part thereof, or monies owing 
to the City. NOTICE: Developer shall take commercially reasonable steps to provide 
the Aviation Director with reasonable communication of and updates respecting any 
matter under which Developer is currently indemnifying City or any matter that would 
reasonably be expected to qualify for indemnification as set forth in this Paragraph25. 
c)
Developer shall defend, indemnify and hold the City harmless from any claim 
or liabilities as a result of Developer’s failure to procure and to keep in force the 
insurance required in this Agreement. 
d) 
Nothing in this Agreement shall constitute a waiver or limitation of any 
immunity or limitation on liability to which the City is entitled under federal or 
Arizona law. 
e) 
The provisions of this Paragraph shall survive expiration or earlier termination 
of this Agreement. The furnishing of the required insurance shall not be deemed to 
limit Developer’s obligation under this Paragraph. 
26) 
Notice. Notices are sufficient if in writing and sent by (a) certified mail, return receipt 
requested, postage prepaid, (b) overnight delivery service with proof of delivery, or (c) hand-
delivery, as addressed below: 
IF TO THE CITY: 
 
Aviation Director 
City of Buckeye 
945 N 215th Ave Ste 137
Buckeye AZ  85326
Office: (623) 349-6885 
 
With a copy to: 
City Attorney
City of Buckeye
530 E Monroe Ave
Buckeye AZ  85326 
 
IF TO DEVELOPER:
Dale E. Klapmeier, Manager
Vermillion Development, LLC
16762 W Windsor Avenue
Goodyear, AZ  85395 
daleklap@rocketmail.com 
 
or to any other address that may be designated in writing from time to time.
27) 
Term of Agreement.  Subject to the provisions of Paragraph 21 of this Agreement, 
this Agreement shall automatically terminate as to the development of the Hangar Sites

Page 15 of 20 
 
without the necessity of any notice, agreement, or recording by and between the parties on 
that date which is ten (10) years from the Effective Date of this Agreement. 
28) 
General Provisions. 
a) 
Mineral Rights.  City expressly reserves all water, gas, oil and mineral rights 
in and under the soil beneath the Premises, but testing for and/or removal of any such 
gas, oil, or minerals shall be done in a manner so as not to disturb the Premises or 
disrupt the operation of the business being conducted thereon. 
b)
No Waiver of Forfeiture. Any failure or neglect of City or Developer at any 
time to declare a forfeiture for any breach or default whatsoever hereunder does not 
waive City's or Developer' s right thereafter to declare a forfeiture for like or other or 
succeeding breach or default. 
c) 
Force Majeure.  Neither City nor Developer will be deemed to be in breach 
of this Agreement if either is prevented from performing any of its obligations here 
under by reason of Force Majeure. Force Majeure means any prevention, delay, or 
stoppage due to strikes, lockouts, labor disputes, acts of God, including inclement 
weather and/or periods of rain or snow, inability to obtain labor or materials, or 
reasonable substitutes therefore, governmental restrictions or requirements, enemy or 
hostile governmental action, civil commotion, fire or other casualty, and other causes 
beyond the reasonable control of the party obligated to perform. All of the foregoing 
events excuse the performance by either party for a period equal to any prevention, 
delay, or stoppage, including the obligations imposed with regard to Commencement 
or Completion of Construction, and the obligation of City to deliver the Premises or 
portions thereof. 
d) 
Quiet Enjoyment.  City covenants that it has the City to execute this
Agreement, that it has good title to the Premises and that throughout the term hereof, 
Developer will have peaceful and uninterrupted possession of the Premises pursuant 
to the Hangar Ground Lease (Exhibit B) subject to Developer’s payment of rent
pursuant to the Hangar Ground Lease and other charges, and to its performance of the 
covenants of this Agreement.
e) 
Rules and Regulations.  The City has adopted and will enforce its City Airport 
Rules, and reasonable rules and regulations to be uniformly applied to similar uses and 
users of similar space, which Developer agrees to observe and obey with respect to the 
use of the Premises and the, and the health, safety and welfare of those using the 
Premises and the health, safety, and welfare of those using the Premises. The City 
Airport and rules and regulations may be amended from time to time following notice 
to Developer.
f) 
Law and Venue.  This Agreement shall be construed and enforced in 
accordance with the laws of the State of Arizona. Any lawsuit filed to interpret any of 
the terms and conditions of this Agreement shall be filed in the Superior Court of 
Maricopa County, Arizona.

Page 16 of 20 
 
g) 
No Third-Party Benefit. No provision of this Agreement creates a third-party 
claim against the City, the City, or the Developer beyond that which may legally exist 
in the absence of any such provision. 
h) 
Taxes and Licenses. Developer must cause to be paid any and all taxes of 
whatever character that may be levied or charged upon the Premises, leasehold 
improvements, or operations hereunder and upon Developer's rights to use the 
Premises, whether the taxes are assessed against Developer or City, prior to the past 
due date. Developer shall cause to be paid any and all sales taxes arising in connection 
with the occupancy or use of the Premises whether the taxes are assessed against the
Developer or City. Developer must obtain and pay for all licenses or permits necessary 
or required by law for the construction of improvements and must require any 
contractor to obtain and pay for all licenses and permits necessary or required by law 
for the installation of equipment and furnishings, and any other licenses necessary for 
the conduct of its operations hereunder. If Developer wishes to contest any tax or 
charge, that contest will not be a default under the Agreement so long as Developer 
diligently prosecutes the contest to conclusion and promptly pays whatever tax is 
ultimately owed. Further, Developer shall cause any taxes not being contested to be 
paid prior to the past due date. 
i) 
Trash and Refuse.  Developer must: arrange for the collection and lawful 
disposal of all trash and other refuse resulting from operations on the Premises either 
by Developer itself or by an authorized licensed hauler authorized by the City of
Buckeye; provide and use suitable sealed fireproof receptacles approved by City for 
all trash and other refuse generated by the use of the Premises; prohibit piling of boxes, 
barrels or other similar items in or within view from a public area; comply with all 
applicable laws and regulations relative to trash disposal; and pay or cause to be paid 
the costs associated with trash removal and disposal. 
j) 
Terms Binding on Successors and Assigns. All of the terms, covenants and 
agreements herein contained shall be binding upon and shall inure to the benefit of 
the heirs, successors and assigns of Developer and City. 
k) 
Severability. Each provision, paragraph, section, sentence, clause, phrase, and 
word of this Agreement is intended to be severable. If any provision, paragraph, 
section, sentence, clause, phrase, and/or word hereof is illegal or invalid for any reason 
whatsoever, such illegality or invalidity shall not affect the validity of the remainder 
of this Agreement. 
l) 
Voluntary and Knowing Action.  The parties, by executing this Agreement, 
state that they have carefully reviewed this Agreement and understand fully the 
contents hereof; that in executing this Agreement they voluntarily accept all terms 
described in this Agreement without duress coercion, undue influence, or otherwise, 
and that they intend to be legally bound thereby. 
m) 
Authorized Signatories.  The parties each represent and warrant to the other 
that (1) the persons signing this Agreement are authorized signatories for the entities

Page 17 of 20 
 
represented, and (2) no further approvals, actions or ratifications are needed for the 
full enforceability of this Agreement against it; each party indemnifies and holds the 
other harmless against any breach of the foregoing representation and warranty. 
n) 
Open Records.  The City and Developer agree to comply with Arizona’s laws 
pertaining to open records as it applies to all information created, collected, received, 
stored, used, maintained, or disseminated regarding this Agreement. 
o)
No Partnership, Joint Venture, or Fiduciary Relationship. Nothing
contained in this Agreement shall be interpreted as creating a partnership, joint 
venture, or relationship of principal and agent between the City and Developer. 
p) 
Records; Availability and Retention.  To the extent applicable, Developer
agrees that the City, the State Auditor, or any of their duly authorized representatives 
at any time during normal business hours and as often as they may reasonably deem 
necessary, shall have access to and the right to examine, audit, excerpt, and transcribe 
any books, documents, papers, records, etc., which are pertinent to the accounting 
practices and procedures of Developer and involve transactions relating to this 
Agreement. Developer agrees to maintain these records for a period of six (6) years 
from the date of termination of this Agreement.
q) 
Attorney Fees.  In the event litigation is required to enforce any term or 
condition of this Agreement, the non-prevailing party shall reimburse the prevailing 
party for the reasonable cost incurred in the enforcement of this Agreement, including 
reasonable attorney fees. 
r) 
Israel Boycott Divestments.  To the extent applicable under A.R.S. § 35-393 
through § 35- 393.03, Developer hereby certifies that it is not currently engaged in, 
and agrees for the duration of this Agreement to not engage in, a “boycott” of goods 
or services from Israel, as that term is defined in A.R.S. § 35- 393(1). 
s)
Forced Labor; Ethnic Uyghurs.  To the extent applicable under A.R.S. § 35-
394, Developer warrants and certifies that it does not currently, and agrees for the 
duration of this Agreement that it will not use the forced labor, any goods or services 
produced by the forced labor, or any Contractors, subcontractors, or suppliers that use 
the forced labor or any goods or services produced by the forced labor of ethnic 
Uyghurs in the People’s Republic of China. If Developer becomes aware that it is not 
in compliance with this paragraph, Developer shall notify the City of the 
noncompliance within five business days of becoming aware of it. If Developer fails 
to provide a written certification that Developer has remedied the noncompliance 
within 180 days after that, this Agreement shall terminate unless the termination date 
of this Agreement occurs before the end of the remedy period, in which case this 
Agreement terminates on the Agreement termination date. 
t) 
Cancellation.  This Agreement is subject to the provisions of A.R.S. § 38-511. 
The City may cancel this Agreement without penalty or further obligations by the City 
or any of its departments or agencies if any person significantly involved in initiating,

Page 18 of 20 
 
negotiating, securing, drafting, or creating this Agreement on behalf of the City or any 
of its departments or agencies is, at any time while this Agreement or any extension 
of this Agreement is in effect, an employee of Developer in any capacity or a 
contractor to Developer with respect to the subject matter of this Agreement.
u) 
Required Provision of Law; Inclusion.  Each and every provision of law and 
any clause required by law to be in this Agreement will be read and enforced as though 
it were included herein and, if through mistake or otherwise any such provision is not 
inserted, or is not correctly inserted, then upon the application of either Party, this 
Agreement will promptly be physically amended to make such insertion or correction. 
v) 
Amendment or Modification.  This Agreement may be amended or modified 
by an instrument of equal formality signed by the duly authorized representative of the 
respective parties. This Agreement constitutes the entire Agreement of the City and 
Developer on the subject matter thereof, and notwithstanding any previous agreements 
or amendments thereto which may have been in effect between the parties prior to the 
date of this Agreement. 
[signatures on following pages]

Page 19 of 20
IN WITNESS WHEREOF, the Parties have set forth their signatures as of the date(s) set forth 
below.
Acknowledgement
STATE OF
)
) ss.
COUNTY OF
)
This instrument was acknowledged before me on ___________________, 2026, by 
______________________________, the __________________________________
of _____________________________, a __________________________________,
on behalf of 
.
Notary Public in and for the
State of 
My Commission Expires: 
[ADDITIONAL SIGNATURE ON FOLLOWING PAGE]
VERMILLION DEVLOPMENT, LLC, an Arizona 
limited liability company
By: 
     Dale E. Klapmeier
Its: Manager

Page 20 of 20 
 
STATE OF ARIZONA
)
 
 
 
 
) ss.
COUNTY OF MARICOPA ) 
 
Acknowledgement
This instrument was acknowledged before me on  
 
 
 
, 2026, by Doug 
Sandstrom, City Manager of the City of Buckeye, an Arizona municipal corporation, on behalf 
of the City of Buckeye. 
 
 
 
 
Notary Public in and for the State of Arizona
My Commission Expires:
 
CITY OF BUCKEYE: 
By:
Doug Sandstrom
Its: City Manager
APPROVED AS TO FORM:
Tosca Henry, Interim City Attorney
ATTEST:
Lucinda J. Aja, City Clerk

Exhibit “B” 
Airport Development Agreement 
Page 1 of 27 
AIRPORT LEASE AGREEMENT
between
CITY OF BUCKEYE, ARIZONA
and
 
 
 
VERMILLION DEVELOPMENT, LLC 
dated as of
 
                     , 20

Exhibit “B” 
Airport Development Agreement 
Page 2 of 27 
THIS AIRPORT LEASE AGREEMENT (this “Agreement”) effective as of this 
day
of
, 20
, by and between the CITY OF BUCKEYE, ARIZONA, an Arizona municipal 
corporation (“City”), and Vermillion Development, LLC, a Arizona Limited Liability (the “Lessee” 
and, together with City, the “Parties” and each a “Party”).
RECITALS
WHEREAS, City of Buckeye is the owner and operator of the Buckeye Municipal Airport, City 
of Buckeye, Arizona (the “Airport”); 
WHEREAS, City has the right, title and interest in and to the real property on the Airport, 
together with the facilities, easements, rights, licenses, and privileges hereinafter granted, and has full 
power and authority to enter into this Agreement in respect thereof; 
WHEREAS, City has the authority to lease land at the Airport in accordance with Ariz.
Rev. Stat. § 28-8425.
WHEREAS, City owns that certain real property located within the Airport legally described 
on Exhibit “1” attached hereto and made part hereof which consists of                                           (such 
real property, together with all rights, privileges, easements and appurtenances benefiting such real 
property and all Preexisting Improvements, as hereafter defined, are collectively referred to herein as 
the “Leased Premises”);
WHEREAS, City desires to continue to have and further develop the Leased Premises for 
exclusively aeronautical purposes beneficial to the City and the general public; 
WHEREAS, Lessee is qualified, ready, willing and able to undertake such commercial 
development and/or use; and 
WHEREAS, the Parties hereto wish to memorialize their agreement herein and they agree as 
follows: 
AGREEMENT 
NOW, THEREFORE, in consideration of the foregoing Recitals, which by this reference are 
hereby incorporated into this Agreement, and the mutual covenants contained in this Agreement, the 
Parties hereto hereby agree as follows: 
ARTICLE I 
LEASE OF LEASED PREMISES; TERM 
Section 1.1 
Lease of Leased Premises. 
A. 
City hereby leases to Lessee, and Lessee hereby rents from City for its exclusive use
the Leased Premises, all herein described rights incident thereto, for and during the Lease Term and 
upon and subject to the terms, provisions and conditions herein set forth. All improvements existing
in, on or under the Leased Premises as of the Commencement Date, as hereafter defined, shall be 
referred to herein as “Preexisting Improvements”. All improvements constructed by or on behalf of

Exhibit “B” 
Airport Development Agreement 
Page 3 of 27 
City from and after the Commencement Date, as hereafter defined, shall be referred to herein as “City
Improvements”. The “Leased Premises” shall be deemed to include the Preexisting Improvements and 
the City Improvements, as hereafter defined.
Section 1.2
Lease Term. The term of this Agreement (the “Lease Term”) shall be for a period 
of [check the applicable box]: 
 
fifty (50) years (HANGAR SITE NOS. 2, 3, 4), commencing on _____________, 20
 
(the “Commencement Date”), and unless sooner terminated pursuant to the provisions of this 
Agreement, shall terminate on _______________________, 20__, if (a) the Lessee is not in 
default of this Agreement and (b) Lessee’s Improvements located on the Leased Premises are 
in a good state of repair and operating condition.   
 
thirty (30) years (HANGAR SITE NO. 1), commencing on __________________, 20
 
(the “Commencement Date”), and unless sooner terminated pursuant to the provisions of this 
Agreement, shall terminate on _______________________, 20__, with an automatic extension 
of twenty (20) years, for a maximum total of 50 years, as set forth in that certain Development 
Agreement between the City of Buckeye and Vermillion Partners, dated                    , 20    (the 
“1/20/2026 Development Agreement”), if (a) the Lessee is not in default of this Agreement and 
(b) Lessee’s Improvements located on the Leased Premises are in a good state of repair and 
operating condition.  The foregoing shall not preclude the Parties from entering into a new lease 
in a form revised for the current time and requested provisions, to be effective immediately
after the expiration of Lease Term or sooner, and be at the then  fair market value of the Leased 
Premises as set forth in an appraisal report prepared by a certified general appraiser, or as 
otherwise may be required by the Federal Aviation Administration (also referred to as the 
FAA), with familiarity and experience in aviation and airport land appraisals in the Maricopa 
County area. The parties will reasonably cooperate to select the appraiser. The parties agree to 
share the appraiser’s fee equally, with each party bearing 50% of the total appraiser’s fee.  All 
new leases are subject to the approval of the governing body of the City of Buckeye, Arizona. 
Section 1.3
Holding Over; Rights at Expiration.
A. 
If Lessee retains all or any portion of the Leased Premises after the expiration or 
termination of the Lease Term by lapse of time or otherwise, such holding over shall constitute the 
creation of a tenancy at will with respect to such retained portion, terminable by City at any time upon 
thirty (30) days prior written notice to Lessee. Under such tenancy at will, Lessee agrees to pay to 
City as liquidated damages, and not as a penalty, [_________ Dollars ($__________)] per day]. All 
provisions of this Agreement shall remain in full force and effect during such holdover period. 
B.
Lessee further agrees that, upon the expiration or termination of the Lease Term or 
failure to enter into a new lease agreement in accordance with Section 1.2, the Leased Premises will 
be delivered to City in as good a condition as when this Agreement began, reasonable wear and tear 
and matters covered by insurance excepted and the Improvements, as hereafter defined, will be 
delivered to City in as good a condition as when such Improvements were constructed, located, 
installed, placed or erected in, upon or under the Leased Premises, reasonable wear and tear and 
matters covered by insurance excepted.

Exhibit “B” 
Airport Development Agreement 
Page 4 of 27 
C.
Except as otherwise expressly set forth elsewhere herein, Lessee shall have no rights 
with respect to any improvements made to the Leased Premises during the Lease Term that are not 
otherwise required to be removed by City. 
Section 1.4
Inspection of Leased Premises; Access to Books and Records. City, through its
duly authorized agents, shall have at any reasonable time the full and unrestricted right to enter the 
Leased Premises and the Improvements, as hereafter defined, for the purpose of periodic inspection 
for fire protection, maintenance and to investigate compliance with the terms of this Agreement; 
provided, however, that except in the case of emergency, such right shall be exercised upon reasonable
prior notice to Lessee and with an opportunity for Lessee to have an employee or 
agent present, and will not interfere with Lessee’s construction or operations. Lessee agrees to provide 
any documents that may be requested by City to determine compliance with this Agreement within 
thirty (30) days of such request. 
Section 1.5 Ownership of Leased Premises. City and Lessee intend and hereby agree that 
the Leased Premises shall be and remain the property of City during the entire term of this Agreement 
and thereafter. 
ARTICLE II 
RENTAL; SECURITY DEPOSIT
Section 2.1
Rent.
A. 
In consideration for the use of the Leased Premises herein granted, Lessee shall pay to 
City the following rental amounts (the “Rent”). The monthly rent shall be in the sum of $00.00 per 
net square foot, as determined and provided in Exhibit “1”, said sum being stipulated herein as 
[Amount In Words] DOLLARS ($[AMOUNT]) (sales tax included), payable in twelve equal monthly 
installments of [Amount In Words] DOLLARS ($[Amount]). Prior to the Commencement Date, 
Lessee shall deposit with City, a sum equal to the first and last months’ Rent. As set forth in Section 
2.3 herein, all subsequent rental payment will be due in advance on the first of each calendar month 
thereafter. 
B. 
Except for those years where the Rent is readjusted in accordance with Section  2.1(C). 
the Rent for the Leased Premises shall be readjusted at the end of each two (2) year period during the 
Lease Term, starting on the 1st day of __[Month]__, 20 and every two (2) years thereafter, on the 
basis of the proportion that the then current United States Consumer Price Index for all urban 
consumers (“CPI-U”) for the Bureau of Labor Statistics (Phoenix-area) bears to the [Month] 20
index, which was ____________ (1982-84 = 100). 
C.
Upon each ten (10) year anniversary, the Rent for the Leased Premises shall be 
readjusted as set forth in an appraisal report prepared by a certified general appraiser with familiarity 
and experience in aviation and airport land appraisals in the Maricopa County area, or as otherwise 
may be required by the Federal Aviation Administration (FAA). The parties will reasonably cooperate 
to select the appraiser. The parties agree to share the appraiser’s fee equally, with each party bearing 
50% of the total appraiser’s fee. 
D. 
In no case shall the Rent readjusted in accordance with this Section be lower than the

Exhibit “B” 
Airport Development Agreement 
Page 5 of 27 
previous readjusted Rent.
Section 2.2 
Late Charge. There shall be  a service charge levied of the greater of (a) TWENTY-
FIVE DOLLARS ($25.00), and (b) the bank’s fee on any check returned by the bank for insufficient 
funds, account not existing, or for any other reason.  Returned checks will not be deposited Any rental
payment not received within ten (10) days of its due date shall carry an additional charge of one and 
one-half percent (1.5%) as a late penalty fee. 
Section 2.3
Time and Place of Payments. The Rent, as well as all other charges hereunder,
shall be payable in equal monthly installments in advance on or before the first business day of each 
calendar month of the Lease Term at City’s offices of the FINANCE DEPARTMENT, CITY OF
BUCKEYE, 530 E MONROE AVENUE, BUCKEYE, AZ, 85326, unless otherwise designated in 
writing by the City. 
Section 2.4 Delinquent Rent. In the event Rent due pursuant to Section 2.1 or any other 
amounts payable by Lessee hereunder shall not be paid by Lessee on the due date thereof, Lessee shall 
pay to City as additional Rent, an interest charge of five percent (5%), or the maximum percentage 
allowed by law, whichever is greater, of the amount due for each full calendar month of delinquency,
computed as simple interest. No interest shall be charged until payment is thirty 
(30) days overdue, but any such interest assessed thereafter shall be computed from the due date. 
ARTICLE III 
OCCUPANCY, USE AND CONDITIONS OF LEASED PREMISES 
Section 3.1 Condition of Leased Premises. Lessee accepts the Leased Premises in their 
present “as is” condition. Lessee releases City and holds City and City’s officers, directors, elected and 
appointed officials, employees, and agents harmless for any claims arising out of or related to any 
condition of the Leased Premises. 
Section 3.2 
Construction and Ownership of Improvements. 
A.
Any and all buildings, structures, fixtures, appurtenances, site work, site utilities, or
other improvements to be located or constructed on the Leased Property by Lessee during the Lease 
Term will be in accordance with Section 5.1, Plans and Specifications, and shall be known as 
“Improvements”. Improvements” shall not include any Preexisting Improvements or City
Improvements. Any improvements that are constructed, located, installed, placed or erected at, upon 
or under the Leased Premises or elsewhere at the Airport require the express prior written consent of 
City.   
 
B. 
Lessor, at Lessor’s sole expense, agrees to provide the improvements, if any, as set forth 
in the 1/20/2026 Development Agreement.
C. 
[Applies only to Vermillion Development] Lessee Vermillion Development, at Lessee’s 
sole expense, agrees to provide the new-construction improvements as set forth in the 1/20/2026
Development Agreement.

Exhibit “B” 
Airport Development Agreement 
Page 6 of 27 
D. 
No structure which does not fully comply with plans, specifications, and proposed 
location approved in writing by Lessor shall be constructed or maintained on the Leased Premises. 
E. 
Lessee will own the Improvements upon the Leased Premises during the Lease Term. 
Effective upon the expiration or termination of this Agreement or the failure to enter into a new lease 
agreement as set forth in Section 1.2, the Improvements shall become the property of City, without 
the payment by City of any compensation or other consideration for any Improvements, and title to 
the Improvements shall merge with the title of, or be otherwise considered and deemed a part of, the 
real property of City, free and clear of any claim of Lessee and any persons or entities claiming under 
or through Lessee including, without limitation, the trustee, beneficiary or holder of any mortgage or 
deed of trust. Any other personal property of Lessee that can be removed by Lessee without material 
damage to the Leased Premises or to the Improvements may remain the personal property of Lessee
and may be removed by Lessee at any time on or before the end of the Lease Term. Lessee shall, in 
removing any such personal property, repair all damage to the Leased Premises and Improvements 
caused by such removal. 
Section 3.3 Access. City agrees that if Lessee is not in breach of this Agreement, Lessee and 
Lessee’s employees (if any), officers, directors, sublessees (that are approved by City pursuant to this 
Agreement), contractors, subcontractors, suppliers, agents, invitees, and other representatives 
(“Lessee’s Associates”) are authorized to ingress and egress across the common areas of the Airport 
(in the areas designated by City, for the purposes for which they were designed, and as permitted by
applicable Laws and Regulations as defined in Section 3.5) on a non-exclusive basis and to the extent
reasonably necessary for Lessee’s use, occupancy, and operations at the Leased Premises.
Section 3.4
Special Events. During special events at the Airport, including but not limited 
to the Buckeye Air Fair, Lessee acknowledges that the standard operation procedure at the Airport may 
be altered such that egress and ingress to the Leased Premises may be altered by City. City will notify 
Lessee in writing of any special events or closures that will impede Lessee’s use of the Leased 
Premises. Lessee’s failure to comply with the altered procedure is a default of this Agreement, and 
City may proceed to terminate this Agreement. 
Section 3.5 Use of Leased Premises and Compliance with all Laws and Regulations. Lessee 
agrees that it shall use the Leased Premises and the Improvements only for aeronautical purposes and
Lessee and Lessee’s Associates shall comply at all times, at Lessee’s sole cost, with any and all laws 
and regulations (as amended or otherwise modified from time to time) that are applicable to Lessee’s 
business, if any and Lessee’s construction of the Improvements, if any, including those pertaining to 
the construction of buildings on public property, and Lessee’s use, occupancy, or operations at the 
Leased Premises, the Improvements or the Airport (the “Laws and Regulations”), which include, but 
are not limited to, all laws, statutes, ordinances, regulations, rules, orders, writs, judgments, decrees, 
injunctions, directives, rulings, guidelines, standards, codes, policies, common law, and other
pronouncements of any kind having the effect of law that may be applicable at any time during the 
term of this Agreement including, but not limited to, Chapter 22 of the Buckeye city code, “Municipal 
Airport Rules and Regulations” (available online or through the City Clerk’s Office), as may be 
amended from time to time, including the Minimum Operating Standards, master plans and zoning 
codes, and all Laws and Regulations pertaining to the environment (the “Environmental Laws”); any 
and all plans and programs developed in compliance with such requirements (including, but not
limited to, any Airport Security Plan); and all lawful, reasonable, and nondiscriminatory Airport

Exhibit “B” 
Airport Development Agreement 
Page 7 of 27 
policies and other requirements. Lessee shall provide all required notices under the Laws and 
Regulations. Upon a written request by City, Lessee will verify, within a reasonable time frame, 
compliance with any Laws and Regulations. Further, in its use of the Leased Premises and the 
Improvements, Lessee shall comply with the following: 
A. 
Address. Lessee shall file with the Airport Director and keep current its mailing 
addresses, telephone numbers, email addresses, and contacts where it can be reached in an emergency.
B.
[Reserved].
Section 3.5  No Unauthorized Use. Lessee and Lessee’s Associates shall use the Leased 
Premises, the Improvements and the Airport only for purposes that are expressly authorized by this 
Agreement and shall not engage in any unauthorized use of the same. Unauthorized uses include, but 
are not limited to, restricting access on any road or other area that Lessee does not lease; placing waste 
materials on the Airport or disposing of such materials in violation of any Laws and Regulations; any 
use that would constitute a public or private nuisance or a disturbance or annoyance to other Airport 
users; driving a motor vehicle in a prohibited Airport location; the use of automobile parking areas in 
a manner not authorized by City; any use that would interfere with any operation at the Airport or 
decrease the Airport’s effectiveness (as determined by City in its sole discretion); and any use that 
would be prohibited by or would impair coverage under either Party’s insurance policies or would 
cause an increase in the existing rate of insurance upon the Leased Premise. 
Section 3.6 Permits and Licenses. Lessee shall obtain and maintain in current status all 
permits and licenses that are required under any Laws and Regulations in connection with Lessee’s 
construction of Improvements and the use, occupancy, or operations at the Leased Premises, the 
Improvements or the Airport. Those permits and licenses include, but are not limited to, (i) all 
contractors doing work on the Leased Premises, including work on or for the Improvements, must be 
licensed by the State of Arizona, (ii) prior to commencing construction of any Improvements, a permit
must be obtained from the City of Buckeye and a copy of the permit must be furnished to the Airport 
Manager, and (iii) if applicable, clearance must be obtained from the responsible health department or 
other agency. In the event that Lessee receives notice from any governmental entity that Lessee lacks, 
or is in violation of, any such permit or license, Lessee shall provide City with timely written notice 
of the same. 
Section 3.7
Payment of Taxes. Lessee shall pay (before their respective due dates) all taxes, 
fees, assessments, and levies that relate to Lessee’s use, occupancy, or operations at the Leased 
Premises, the Improvements or the Airport and all other obligations for which a lien may be created 
relating thereto (including, but not limited to, utility charges and work for any Improvements). Lessee 
shall be responsible for any and all taxes generated by the County Tax Assessor / Collector. 
Section 3.8
Condition Assessment. Beginning on the tenth (10) anniversary and each 
subsequent ten (10) years anniversary of the Commencement Date, Lessee shall be responsible for a 
Condition Assessment on all Improvements. Said Condition Assessment shall be (i) Lessee’s 
responsibility to initiate, at its sole expense, and (ii) conducted by a licensed commercial building 
inspector and subject to the City’s written approval. The building inspector shall examine the 
structural components, electrical, plumbing, heating and cooling systems, roof, asphalt, and/or
concrete paving, etc., and shall prepare a report. The Condition Assessment Report (“CAR”) shall be

Exhibit “B” 
Airport Development Agreement 
Page 8 of 27 
provided to City within 30 days of the anniversary date. Any deficiencies noted in the CAR shall be 
repaired, at Lessee’s sole expense, within 90 days of the anniversary date. Lessee may request a 
reasonable extension of time, justifying the need for additional time to complete repairs. The request 
must be submitted in writing to City. Any extension request is subject to City’s approval, which shall 
not be unreasonably withheld. 
Section 3.9 No Liens. No liens may be placed upon the Leased Premises. Within thirty
(30) days, Lessee shall pay all lawful claims made against City and discharge all liens filed or which 
exist against the Leased Premises or any other portion of the Airport (other than Lessee’s trade fixtures 
or trade equipment) to the extent such claims arise out of or in connection with, whether directly or
indirectly, the failure to make payment for work done or materials provided by Lessee its contractors, 
subcontractors, or materialmen. However, Lessee shall have the right to contest the amount or validity 
of any such claim or lien without being in default under this Agreement upon furnishing security in 
form acceptable to City, in an amount equal to one hundred percent (100%) of such claim or lien, which 
insures that such claim or lien will be properly and fully discharged forthwith in the event that such 
contest is finally determined against Lessee or City. City shall give timely notice to Lessee of all 
such claims and liens of which it becomes    aware. WHEN CONTRACTING FOR ANY WORK 
IN CONNECTION WITH THE LEASED PREMISES OR THE IMPROVEMENTS, LESSEE 
SHALL INCLUDE IN SUCH CONTRACT A PROVISION PROHIBITING THE CONTRACTOR
OR ANY SUBCONTRACTOR OR SUPPLIER FROM FILING A LIEN OR ASSERTING A 
CLAIM 
AGAINST 
CITY’S 
REAL 
PROPERTY 
OR 
ANY 
INTEREST 
THEREIN.  
ADDITIONALLY, UPON THE LESSOR’S REQUEST, LESSEE SHALL POST A NOTICE AT 
THE LEASD PREMISES THAT THE CITY OF BUCKEYE IS NOT RESPONSIBLE TO PAY 
CONTRACTORS, 
SUBCONTRACTORS 
OF 
SUPPLIERS/VENDORS 
FOR 
LESSEE’S 
IMPROVEMENTS AND SUCH IMPROVEMENTS ARE CONSTRUCTED FOR THE LESSEE’S 
BENEFIT, AND THE LESSEE IS NOT ACTING AS THE CITY’S AGENT.  Lessee is solely 
responsible for ensuring that all requirements are met such that such lien waivers are effective and 
enforceable (such as filing such contracts, if necessary). Furthermore, when completed, the 
Improvements on the Leased Premises shall be free from all construction liens. 
ARTICLE IV REPRESENTATIONS AND WARRANTIES 
Section 4.1 Representations by City. City represents and warrants that it has the right, 
power, and legal capacity to enter into and perform its obligations under this Agreement, has duly 
executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding 
obligation of City.
Section 4.2
Representations by Lessee. Lessee represents and warrants that it has the right,
power, and legal capacity to enter into and perform its obligations under this Agreement, has duly 
executed and delivered this Agreement, and that this Agreement constitutes a legal, valid, and binding 
obligation of Lessee. 
ARTICLE V OBLIGATIONS OF LESSEE 
Section 5.1 Plans and Specifications. With respect to any Improvements, Lessee shall 
select qualified architects and engineers to prepare, prior to construction or on a phased basis during 
construction, the architectural, site, structural, mechanical, and/or electrical drawings and

Exhibit “B” 
Airport Development Agreement 
Page 9 of 27 
specifications for the Improvements in the form and content required by the appropriate local planning 
and zoning authorities and pursuant to all applicable Laws and Regulations and this Agreement, which 
shall be approved in writing by City (collectively, the “Plans and Specifications”). 
Section 5.2
Operations and Maintenance. Lessee shall maintain the Leased Premises and all
Improvements in a condition that is clean, free of debris, safe, sanitary, and in good repair and shall 
not accumulate or permit the accumulation of any trash, refuse, debris, or of anything that is unsightly, 
which creates a fire hazard, nuisance, or causes inconvenience to adjoining properties. Lessee shall 
perform all work in accordance with Laws and Regulations and in a good and workmanlike manner. 
Lessee shall promptly remedy any condition that fails to meet this standard. Without limiting the 
foregoing obligations, Lessee shall not store on the Leased Premises any inoperable equipment, 
discarded or unsightly materials, or materials likely to create a hazard; shall not use areas outside of 
enclosed buildings for storage; and shall store trash in covered metal receptacles. Any substance or 
material that is regulated by any Environmental Law (“Hazardous Materials”) shall be governed by 
Section 5.8. In addition, Lessee agrees to comply with Chapter 16 of the City code of ordinances 
regarding pollution prevention. 
Section 5.3
Utilities. Subject to the terms of the 1/20/2026 Development Agreement, Lessor 
represents that there are water, sewer, and 3-phase electrical lines accessible within the general 
vicinity of the Leased Premises. Lessee shall be responsible, at Lessee’s sole cost and expense, for 
obtaining all utility connections at or for the Leased Premises and the Improvements. Further, Lessee 
shall pay for telecommunications, television, internet, gas, light bulbs, electricity, water, sewer, and 
garbage and trash removal services provided to or used by Lessee and shall make such deposits as are 
required to secure service. Lessee shall be responsible for any water or sewer impact fees incurred by 
their use of the Leased Premises. Any repairs of the utility lines, other than those which are the 
responsibility of the utility service, are the responsibility of Lessee. If utilities are billed to a common 
meter, Lessee shall pay to City the pro-rated amount based on square footage leased. 
Section 5.4 Signs. Lessee shall not place, or cause to be placed, any sign or signs on the 
Leased Premises or the Improvements unless otherwise agreed to in writing by City, which such 
approval shall not be unreasonably withheld by the City. 
Section 5.5
Security. Lessee is responsible to comply (at Lessee’s sole cost) with all security
measures that City, the United States Transportation Security Administration, the United States 
Department of Homeland Security (“Homeland Security”), the United States Federal Aviation 
Administration (“FAA”), or any other governmental entity having jurisdiction may require in 
connection with the Airport, including, but not limited to, any access credential requirements, any
decision to removeLessee’s access credentials,and any civil penalty obligations and other costs arising 
from a breach of security requirements caused or permitted by Lessee or Lessee’s Associates. Lessee 
agrees that Airport access credentials are the property of City and may be suspended or revoked by 
City for security-related reasons in its sole discretion at any time. Lessee shall pay all fees associated 
with such credentials, and Lessee shall immediately report to the Airport Manager any lost credentials
or credentials that Lessee removes from any employee or any of Lessee’s Associates. Lessee shall 
protect and preserve security at the Airport. Lessee acknowledges that FAA, Homeland Security, or 
a subdivision of either may enact laws or regulations regarding security at general aviation airports
such that City may not be able to comply fully with its obligations under this Agreement, and Lessee 
agrees that City will not be liable for any damages to Lessee or Lessee’s personal property that may

Exhibit “B” 
Airport Development Agreement 
Page 10 of 27 
 
result from said noncompliance.
Section 5.6
Obstruction Lights.
Lessee shall, at its expense, provide and maintain 
obstruction lights on any structure on the Leased Premises, including the Improvements, if required by 
City or FAA regulations. Any obstruction lights so required shall comply with the specifications and 
standards established for such installations by City or FAA. 
Section 5.7 
Hazardous Materials. 
A.
No Violation of Environmental Laws. Lessee shall not cause or permit any Hazardous
Materials to be used, produced, stored, transported, brought upon, or released on, under, or about the 
Leased Premises or the Airport by Lessee or Lessee’s Associates in violation of applicable 
Environmental Laws. Lessee is responsible for any such violation as provided by Section 7.1. 
B. 
Response to Violations. Lessee agrees that in the event of a release or threat of release 
of any Hazardous Material by Lessee or Lessee’s Associates at the Airport, Lessee shall provide City 
with prompt notice of the same. Lessee shall respond to any such release or threat of release in 
accordance with applicable Laws and Regulations. If City has reasonable cause to believe that any 
such release or threat of release has occurred, City may request, in writing, that Lessee conduct 
reasonable testing and analysis (using qualified independent experts acceptable to City) to show that 
Lessee is complying with applicable Environmental Laws. City may conduct the same at Lessee’s 
expense if Lessee fails to respond in a reasonable manner. Lessee shall cease any or all of Lessee’s
activities as City determines necessary, in its sole and absolute discretion, in connection with any 
investigation, cure, or remediation. If Lessee or Lessee’s Associates violate any Environmental Laws 
at the Airport (whether due to the release of a Hazardous Material or otherwise), Lessee, at Lessee’s 
sole expense, shall have the following obligations, which shall survive any expiration or termination 
of this Agreement: (i) promptly remediate such violation in compliance with applicable 
Environmental Laws; (ii) submit to City a written remediation plan, and City reserves the right to 
approve such plan (which approval shall not be unreasonably withheld) and to review and inspect all 
work; (iii) work with City and other governmental authorities having jurisdiction in connection with 
any violation; and (iv) promptly provide City copies of all documents pertaining to any environmental 
concern that are not subject to Lessee’s attorney-client privilege. 
C. 
Obligations upon Termination and Authorized Transfers. Upon any expiration or 
termination of this Agreement or any change in possession of the Leased Premises authorized by City, 
Lessee shall demonstrate to City’s reasonable satisfaction that Lessee has removed any Hazardous 
Materials and is in compliance with applicable Environmental Laws. Such demonstration may 
include, but is not limited to, independent analysis and testing to the extent that facts and 
circumstances warrant analysis and testing, such as evidence of past violations or specific uses of the
Leased Premises. If the site is contaminated during Lessee’s possession, Lessee shall bear all costs and 
responsibility for the required clean up, and shall hold City, its officers, elected and appointed 
officials, employees, and agents harmless therefrom. Notwithstanding anything to the contrary, the 
obligations of this Section 5.8 shall survive any termination of this Agreement.
Section 5.8
Trash, Garbage, and Other Refuse. Lessee shall pick up and provide for a 
complete and proper arrangement for the adequate sanitary handling and disposal, away from the 
Airport through the City or any other licensed refuse hauler (“Refuse Hauler”). Lessee is responsible

Exhibit “B” 
Airport Development Agreement 
Page 11 of 27 
 
for contacting the Refuse Hauler and arranging for disposal and payment of such services. Lessee 
shall provide and use suitable covered metal receptacles for all such garbage, trash, and other refuse
on the Leased Premises. Lessee shall not pile boxes, cartons, barrels, pallets, debris, or similar items in 
an unattractive or unsafe manner, on or about the Leased Premises. 
ARTICLE VI INDEMNIFICATION AND INSURANCE 
Section 6.1
Insurance. During the Lease Term, Lessee agrees to maintain, at its sole
expense, general liability insurance insuring Lessee against liability for bodily injury, property 
damage (including use of loss of property) and personal injury arising out of Lessee’s operations 
described in Section 3.5, as well as Lessee’s use or occupancy of the Leased Premises. Lessee shall
add the City as an additional insured under such policy, providing fifteen (15) days’ notice of 
cancellation. The amount of such insurance shall be two million dollars ($2,000,000.00) per 
occurrence and three million dollars ($3,000,000.00) general aggregate. The liability insurance 
obtained by Lessee pursuant to this Section shall be (a) primary and non-contributing, (b) contain 
cross-liability endorsements, and (c) insure the City against Lessee’s performance under Section 5.7, 
if the matters giving rise to the indemnity under Section 5.7 result from the negligence of Lessee. The 
amount and coverage of such insurance shall not limit Lessee’s liability nor relieve Lessee of any 
other obligation under this Agreement. City may also obtain comprehensive public liability insurance 
in any amount and with coverage determined ty the City insuring the City against liability arising out 
of the ownership, operation, use or occupancy of the Leased Premises. Any policy obtained by City 
shall not be contributory and shall not provide primary insurance coverage. Lessee shall submit 
Certificate of Insurance to City within ten (10) working days after the effective date of this Agreement, 
and yearly thereafter. 
Section 6.2 Hangar Keeper’s Liability. During the Lease Term, If hangars or structures are 
located on the Leased Premises that are not owned by Lessee are placed for any reason or at any time, 
Lessee shall maintain, at its sole expense, Hangar Keeper’s Liability Insurance with a minimum 
coverage of $1,000,000.00 for any one aircraft and $2,000,000.00 for loss in any one occurrence.
Section 6.3 Worker’s Compensation. During the Lease Term, if Lessee has employees, 
Lessee shall maintain, at its sole expense, Worker's Compensation Insurance in such amounts as will
fully comply with the laws of the State of Arizona, which shall indemnify, insure and provide legal 
defense to both Lessee and City against any loss, claim or damage arising from any injuries or
occupational diseases happening to or any worker employed by Lessee in the course of carrying out 
conditions or activities described within this Lease. 
Section 6.4 Employer’s Liability Insurance. During the Lease Term, if Lessee has 
employees, Lessee shall maintain at its sole expense, a policy of Employer’s Liability Insurance in 
such amounts as will fully comply with the laws of the State of Arizona. 
Section 6.5
No Limitation of Liability. The amount and coverage of Lessee’s minimum 
insurance requirements as set forth herein shall not limit Lessee’s liability nor relieve Lessee of any 
other obligation under this Lease. City may also obtain comprehensive public liability insurance in 
any amount and with coverage determined ty the City insuring the City against liability arising out of 
the ownership, operation, use or occupancy of the Leased Premises. Any policy obtained by City shall 
not be contributory and shall not provide primary insurance coverage. Lessee shall submit

Exhibit “B” 
Airport Development Agreement 
Page 12 of 27 
 
Certificate(s) of Insurance to City within ten (10) working days after the effective date of this Lease, 
and yearly thereafter.
Section 6.6
Insurance Coverage Requirements. Each policy of insurance shall provide 
the following: (i) Policies cannot be cancelled, or substantially modified until and unless thirty (30) 
days’ written notice is received by City for payment of any premium or for assessments under any 
form of policy; (ii) the insurance company shall have no recourse against Landlord for payment of 
any premium or for assessments under any form of policy; and (iii) the policies are intended as primary 
coverage for City and that any insurance or self-insurance maintained by City shall apply in excess of 
and not contributory with the insurance provided by these policies.  
Section 6.7 Additional Insured. 
The comprehensive general liability policy, property 
insurance, and hangar keeper’s liability insurance shall name City (as landlord), its departments, 
officers, employees, officials, elected officials, volunteers, and agents, as additional insured or loss 
payee, as applicable.
Section 6.8
Waiver of Subrogation. Lessee shall, upon obtaining the policies of insurance 
required hereunder, give notice to the insurance carrier or carriers of the waiver of subrogation set 
forth in this Lease and shall obtain, at Lessee’s sole expense, an appropriate waiver of subrogation 
endorsement from its insurer. 
Section 6.9 Adjustment of Insurance Requirements. The minimum insurance requirements 
as to the type and amounts shall be subject to reasonable increases as the sole discretion of the City, 
no more than once per calendar year.
Section 6.10 Failure to Maintain Insurance. Failure to maintain insurance as required by this
Lease shall constitute a default hereunder. Without waiving any remedies available to City for such 
Default, City may at its option purchase the required insurance and charge the actual insurance 
expense to Lessee, which expense Lessee shall assume and pay. 
Section 6.11
Lessee’s Indemnification and Duty to Pay Damages. 
A. 
Lessee shall hold City and City’s officers, elected and appointed officials, employees, 
and agents exempt and harmless, to the extent allowed by law, from and against any and all claims, 
demands, suits, judgments, costs, and expenses asserted by any person or persons (including agents 
or employees of City, Lessee, or sublessee) by reason of death or injury to persons or loss of or damage 
to property resulting from Lessee’s operations, or anything done or omitted by Lessee under this 
Agreement except to the extent that such claims, demands, suits, judgments, costs, and expenses may 
be attributed to the intentional acts or omissions of City, its agents, or employees.
B. 
City shall not be liable to Lessee for any damage by or from any act or negligence of
any co-tenant or other occupant of the same building, or by any owner or occupant of adjoining or 
contiguous property. 
C. 
Lessee agrees to pay for all damages to the Leased Premises, the Improvements, its 
apparatus, or appurtenances caused by Lessee’s misuse or neglect thereof.

Exhibit “B” 
Airport Development Agreement 
Page 13 of 27 
 
D. 
Lessee shall be responsible and liable for the conduct of Lessee’s Associates in, on and 
around the Leased Premises. 
ARTICLE VII DEFAULT AND REMEDIES 
Section 7.1 
Lessee’s Default. The occurrence of any of the following events shall 
constitute a default by Lessee under this Agreement unless cured within thirty (30) days following 
written notice of such violation from City: (i) Lessee fails to timely pay any Rent; (ii) Lessee or
Lessee’s Associates violate any requirement under this Agreement (including, but not limited to, 
abandonment of the Leased Premises); (iii) Lessee assigns or encumbers any right in this Agreement, 
delegates any performance hereunder, or subleases any part of the Leased Premises (except as
expressly permitted in this Agreement); (iv) Lessee files a petition in bankruptcy or has a petition filed 
against Lessee in bankruptcy, insolvency, or for reorganization or appointment of a receiver or trustee 
which is not dismissed within sixty (60) days; (v) Lessee petitions for or enters into an arrangement for 
the benefit of creditors, or suffers this Agreement to become subject to a writ of execution and such 
writ is not released within thirty (30) days; (vi) Lessee defaults in constructing any Improvements that 
are required to be constructed under this Agreement; or (vii) the death or dissolution of Lessee. 
A. 
Death of Lessee.  On the death of a Lessee who is a natural person, this Leased Premises 
and this Agreement may be assigned to the person entitled to succeed under applicable law, subject 
to the prior written consent of the City, which such consent will not be unreasonably withheld, 
conditioned or delayed.  If there is no person entitled to succeed, the Leased Premises and this 
Agreement will vest with the estate of Lessee. 
Section 7.2 Default by City.  City shall not be in default under this Agreement unless City 
fails to perform an obligation required of City under this Agreement within thirty (30) days after 
written notice by Lessee to City. If the nature of City’s obligation is such that more than thirty (30) 
days are reasonably required for performance or cure, City shall not be in default if City commences 
performance within such thirty (30) day period and thereafter diligently prosecutes the same to 
completion. 
Section 7.3 Remedies for Failure to Pay Rent.  Subject to the written notice set forth in 
Section 7.1(i), if any Rent required by this Agreement is not paid when due, City shall have the option 
to: 
A. 
Terminate this Agreement, take possession of the Improvements, resume possession 
of the Leased Premises for its own account, and recover immediately from Lessee the differences 
between the Rent and the fair rental value of the property for the term, reduced to present worth, or
B. 
Terminate this Agreement, take possession of the Improvements, resume possession
of the Leased Premises, re-lease the Leased Premises for the remainder of the term for the account of 
Lessee, and recover from Lessee, at the end of the term or at the time each payment of Rent comes due
under this Agreement as City may choose, the difference between the Rent and the rent received on 
the re-leasing or renting. 
In either event, City shall also recover all expenses incurred by reason of breach, including 
reasonable attorney’s fees.

Exhibit “B” 
Airport Development Agreement 
Page 14 of 27 
 
Section 7.4 
Remedies for Breach of Agreement. If Lessee shall fail to perform or breach any 
provision of this Agreement other than the agreement of Lessee to pay Rent, City shall provide written
notice to Lessee specifying the performance required. Thirty (30) days after such notice is provided 
under this Section 7.4, City may terminate this Agreement or take any such action it is legally entitled 
to take, including instituting litigation to compel performance of this Agreement. Should litigation be 
filed by City and it is the prevailing party in that litigation, Lessee shall be liable for all expenses 
related to such litigation, including City’s attorney’s fees. 
Section 7.5
Survival. The provisions of this Article VII and the remedies and rights provided 
in this Article VII shall survive any expiration or termination of this Agreement. 
ARTICLE VIII 
ASSIGNMENT AND SUBLEASING 
Section 8.1 
Assignment by Lessee. 
A. 
Lessee shall not assign any of its rights under this Agreement, including, but not 
limited to, rights in any Improvements (whether such assignment is voluntarily or involuntarily, by 
merger, consolidation, dissolution, change in control, or any other manner), and shall not delegate 
any performance under this Agreement, except with the prior written consent of City to any of the 
same, which such consent will not be withheld, conditioned or delayed. As a condition of obtaining such 
consent, the City reserves the right to require the transferee receiving any such rights from Lessee to 
execute a new lease agreement provided by City. Regardless of City’s consent, Lessee shall not be 
released from any obligations for matters arising during the time when this Agreement was in effect. 
Any purported assignment or delegation of rights or delegation of performance in violation of this 
section is void. 
B. 
Upon the expiration or termination of this Agreement, Lessee hereby assigns, transfers, 
and conveys to City, without warranty, the following: 
i. 
The right to the use of the Plans and Specifications to the extent owned by 
Lessee; 
ii. 
Any copyright interests in the Plans and Specifications held by Lessee; and 
iii. 
The right to enforce, in Lessee’s own name as a proper party, (a) any 
subcontracts related to the Improvements or other maintenance or services contracts in 
force with respect to the Leased Premises or Improvements and any warranties arising 
under any of them or in connection with the performance thereof, as the case may be. 
Section 8.2 Assignment by City. City shall have the right, in City’s sole discretion, to assign
any of its rights under this Agreement (and in connection therewith, shall be deemed to have delegated 
its duties), and upon any such assignment, Lessee agrees that Lessee shall perform its obligations 
under this Agreement in favor of such assignee. 
Section 8.3 Encumbrances. Lessee shall not encumber or permit the encumbrance of any 
real property at the Airport or the Leased Premises. Except for a Leasehold Mortgage as defined in 
Section 8.5, Lessee shall not encumber or permit the encumbrance of any of Lessee’s rights under this

Exhibit “B” 
Airport Development Agreement 
Page 15 of 27 
 
Agreement without City’s prior written consent, in City’s sole discretion. Any purported 
encumbrance of rights in violation of this Section 8.3 is void. 
Section 8.4
Leasehold Mortgage. Absent the prior written consent of City, Lessee shall not 
have the right to mortgage or collaterally assign its interest in the Improvements to a bank or other 
similar institutional lender, provided, however, that such consent will not be unreasonably withheld, 
conditioned or delayed.   
Section 8.5 Leasehold Mortgage - Non-exhaustive List of Preconditions. Notwithstanding 
the above Section 8.4, Lessee may mortgage or collaterally assign its interest in this Agreement to a 
commercial bank (a “Lender”) solely in order to secure financing for the construction of the 
Improvements, provided that any such leasehold mortgage or collateral assignment shall be subject, 
subordinate, and inferior at all times to the rights of City hereunder and subject to the prior written
consent of the City (a “Leasehold Mortgage”). In connection with a Leasehold Mortgage or City’s 
written consent to any other encumbrance, at a minimum, City shall require the following:
i. 
Lender shall certify in writing to City that it has reviewed this Agreement and accepts 
the provisions of this Agreement, including but not limited to the provisions of this 
Section 8.5, and that no loan requirements conflict with or materially erode any 
provisions of this Agreement. 
ii. 
Lender agrees that City must approve any encumbrance proposed to be placed upon the 
Improvements or this Agreement and that in no event shall any encumbrance be placed 
upon the Leased Premises. 
iii. 
Lender agrees that City may, in its sole discretion, require the inclusion of certain 
provisions in lending documents that are defined to protect City and/or comply with 
federal law, rules, or regulations. 
iv. 
Lender agrees that its security interest in the Improvements, the Leasehold Mortgage, 
the related loan agreement, and this Agreement is subordinate to the provisions of any 
existing or future agreements between City and the United States of America, relative 
to the operation and maintenance of the Airport, the terms and execution of which have 
been or may be required as a condition precedent to the expenditure or reimbursement 
to City of federal funds for the development of the Airport (“Grant Assurances”) and 
that Lender further agrees that in the event that the Leasehold Mortgage, the related 
loan agreement, or anything in this Agreement, either on its own terms or by any other 
reason, conflicts with or violates any such Grant Assurances, City has the right to 
amend, alter, or otherwise modify the terms of this Agreement in order to resolve such 
conflict or violation. 
v.
Lender agrees to maintain current contact information with City and provide City with 
concurrent copies of any notices or communications regarding a default under the loan 
agreement or Leasehold Mortgage.
vi. 
Lender agrees that in the event of a default under the loan agreement or Leasehold 
Mortgage, Lender shall promptly inform the City of such default.
vii.
Lender and Lessee agree that any event of a material default under the loan agreement 
or Leasehold Mortgage shall be a default of this Agreement.

Exhibit “B” 
Airport Development Agreement 
Page 16 of 27 
 
viii. 
Lender agrees that upon any default under the loan agreement or Leasehold Mortgage, 
City shall have a lien with first priority on all Lessee-owned property at the Leased 
Premises. 
ix. 
Lender agrees that, in the event that Lender takes actual or de facto control of the 
Improvements and/or Lessee’s interests in this Agreement, it shall immediately notify 
the City of that event (“Lender Control”), Lender will have no more than 180 days from 
the beginning date of Lender Control to obtain a replacement tenant that is acceptable 
to the City, in City’s sole discretion. In the event that more than 180 days elapses after 
the beginning date of Lender Control, the Lender’s security, mortgage, and all other 
interests in the Improvements, this Agreement or anything else related to the Leased 
Premises terminates. 
x. 
Lender agrees that any use by Lender, assignee, or any other party, will be limited to 
those uses that have been authorized by City and that in no event shall the 
Improvements be used for a non-aeronautical purpose.
xi. 
The Leasehold Mortgage and any other encumbrances shall terminate prior to the 
expiration or termination of this Agreement and Lender agrees to promptly remove 
such encumbrance upon the earlier of (1) such termination of the Leasehold Mortgage 
or other encumbrance, or (2) the date when the obligation that the Leasehold Mortgage 
or other encumbrance secures has been satisfied. 
xii. 
Lender agrees to hold City, its officers, elected and appointed officials, employees, and 
agents harmless for all claims arising after the date that Lessee was in default under its 
loan agreement(s) with the Lender. 
xiii. 
Lessee agrees to release and hold City, its officers, elected and appointed officials, 
employees, and agents harmless for all claims related to City’s consent, non-consent, 
or any other act or omission related to encumbering the Improvements and/or this 
Agreement. 
xiv. 
City shall have no obligation to provide any notices to Lender and City shall have no 
liability of any kind to Lender or other lienholder. 
ARTICLE IX MISCELLANEOUS PROVISIONS 
Section 9.1 
Waiver of Exemption. Any constitutional or statutory exemption of Lessee 
of any property usually kept on the Leased Premises, from distress or forced sale, is waived.
Section 9.2 
Addresses. All notices given under this Agreement to City shall be sent to the 
Airport Director, 945 North 215th Avenue, Suite 137, Buckeye, Arizona, 85326, with a copy to the 
City Attorney, 530 E. Monroe Ave, Buckeye, Arizona, 85326, or such other place as City shall specify 
in writing. All notices given under this Agreement to Lessee shall be sent to: 
Name  
Address

Exhibit “B” 
Airport Development Agreement 
Page 17 of 27 
 
City, State, ZIP 
Telephone Number
E-mail address 
All notices given under this Agreement to the Mortgagee shall be sent to the address provided by 
Mortgagee to City. Any notice properly mailed by registered mail, postage and fee prepaid, shall be 
deemed delivered when mailed, whether received or not. 
Section 9.3
No Waiver. The waiver by City of any breach of any term, covenant, or 
condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition or 
any subsequent breach of the same or any other term, covenant, or condition herein contained. The 
subsequent acceptance of rent hereunder by City shall not be deemed to be a waiver of any preceding 
breach by Lessee of any term, covenant, or condition of this Agreement, other than the failure of 
Lessee to pay the particular rental so accepted, regardless of City’s knowledge of such preceding 
breach at the time of acceptance of such rent. 
Section 9.4 Lessee’s Subordination. Lessee hereby subordinates and makes this Agreement 
inferior to all existing and future mortgages, trust indentures or other security interest of City or City’s 
successor in interest. Lessee shall execute and deliver any documents required to evidence and perfect 
such subordination. 
Section 9.5
Additional Charges as Rent. Any charges against Lessee by City for services 
or for work done on the Leased Premises or the Improvements by order of Lessee or otherwise 
accruing under this Agreement shall be considered as Rent due. 
Section 9.6
Subordination to Grant Assurances. This Agreement shall be subordinate to the
Grant Assurances. In the event that this Agreement, either on its own terms or by any other reason, 
conflicts with or violates any such Grant Assurances, City has the right to amend, alter or otherwise 
modify the terms of this Agreement in order to resolve such conflict or violation. 
Section 9.7 Non-Interference With Operation of the Airport. Lessee expressly agrees for 
itself, its successors, and assigns that Lessee will not conduct operations in or on the Leased Premises 
or the Improvements in a manner that in the reasonable judgment of City, (i) interferes or might
interfere with the reasonable use by others of common facilities at the Airport, (ii) hinders or might
hinder police, fire fighting, or other emergency personnel in the discharge of their duties, 
(iii) would or would be likely to constitute a hazardous condition at the Airport, (iv) would or would 
be likely to increase the premiums for insurance policies maintained by City unless such operations 
are not otherwise prohibited hereunder and Lessee pays the increase in insurance premiums 
occasioned by such operations, (v) is contrary to any applicable Grant Assurance; (vi) is in
contradiction to any rule, regulation, directive, or similar restriction issued by agencies having 
jurisdiction over the Airport including FAA, Homeland Security, Transportation Security 
Administration and Customs and Border Patrol, or (vii) would involve any illegal purposes. In the 
event this covenant is breached, City reserves the right, after prior written notice to Lessee, to enter 
upon the Leased Premises and the Improvements and cause the abatement of such interference at the 
expense of Lessee. In the event of a breach in Airport security caused by Lessee, resulting in fine or

Exhibit “B” 
Airport Development Agreement 
Page 18 of 27 
 
penalty to City of which Lessee has received prior written notice, such fine or penalty will be charged 
to Lessee. 
Section 9.8 Emergency Closures. During time of war or national emergency, City shall have 
the right to enter into an agreement with the United States Government for military or naval use of 
part or all of the landing area, the publicly-owned air navigation facilities and/or other areas or facilities 
of the Airport. If any such agreement is executed, the provisions of this Agreement, insofar as they 
are inconsistent with provisions of the agreement with the Government, will be suspended. 
Section 9.9 
Interpretation. 
A. 
References in the text of this Agreement to articles, sections, or exhibits pertain to 
articles, sections, or exhibits of this Agreement, unless otherwise specified. 
B. 
The terms “hereby,” “herein,” “hereof,” “hereto,” “hereunder,” and any similar terms
used in this Agreement refer to this Agreement. The term “including” shall not be construed in a 
limiting nature, but shall be construed to mean “including, without limitation.” 
C. 
Words importing persons shall include firms, associations, partnerships, trusts, 
corporations, and other legal entities, including public bodies, as well as natural persons. 
D. 
Any headings preceding the text of the articles and sections of this Agreement, and any 
table of contents or marginal notes appended to copies hereof, shall be solely for convenience of 
reference and shall not constitute a part of this Agreement, nor shall they affect the meaning, 
construction or effect of this Agreement. 
E. 
Words importing the singular shall include the plural and vice versa. Words of the 
masculine gender shall be deemed to include correlative words of the feminine and neuter genders. 
Section 9.10 Force Majeure. No act or event, whether foreseen or unforeseen, shall operate 
to excuse Lessee from the prompt payment of rent or any other amounts required to be paid under this 
Agreement. If City (or Lessee in connection with obligations other than payment obligations) is 
delayed or hindered in any performance under this Agreement by a force majeure event, such 
performance shall be excused to the extent so delayed or hindered during the time when such force
majeure event is in effect, and such performance shall promptly occur or resume thereafter at the 
expense of the Party so delayed or hindered. A “force majeure event” is an act or event, whether 
foreseen or unforeseen, that prevents a Party in whole or in part from performing as provided in this 
Agreement, that is beyond the reasonable control of and not the fault of such Party, and that such 
Party has been unable to avoid or overcome by exercising due diligence, and may include, but is not
limited to, acts of nature, war, riots, strikes, accidents, fire, and changes in law. Lessee hereby releases 
City and City’s officers, elected and appointed officials, employees, and agents from any and all 
liability, whether in contract or tort (including strict liability and negligence) for any loss, damage, or 
injury of any nature whatsoever sustained by Lessee, its employees, agents, or invitees during the
Lease Term, including, but not limited to, loss, damage, or injury to the aircraft or other personal
property of Lessee that may be located or stored in, on or under the Leased Premises or the 
Improvements due to a force majeure event.

Exhibit “B” 
Airport Development Agreement 
Page 19 of 27 
 
Section 9.11 Governing Law and Venue; Disputes. This Agreement has been made in and 
will be construed in accordance with the laws of the State of Arizona. In any action initiated by one 
Party against the other, exclusive venue and jurisdiction will be in the appropriate state courts in and 
for Maricopa County, Arizona. In the event of any litigation between the City and Lessee arising 
under this Lease, the successful party shall be entitled to recover its attorneys’ fees and costs expended 
or incurred in connection with such litigation. 
In all cases of disputes or defaults under this Agreement, the Parties hereto will first attempt to 
resolve differences in good faith between themselves. With the approval of their respective governing 
bodies or boards, the Parties may agree to resolve a dispute through an alternative dispute resolution 
(ADR) method, with each bearing one-half of the cost. 
Section 9.12 Amendments and Waivers. No amendment to this Agreement shall be binding 
on City or Lessee unless reduced to writing and signed by both Parties. No provision of this 
Agreement may be waived, except pursuant to a writing executed by the Party against whom the 
waiver is sought to be enforced. 
Section 9.13 Severability. If any provision of this Agreement is determined to be invalid, 
illegal, or unenforceable, the remaining provisions of this Agreement shall remain in full force and 
effect if both the economic and legal substance of the transactions that this Agreement contemplates 
are not affected in any manner materially adverse to any Party. If any provision of this Agreement is 
held invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this 
Agreement to fulfill as closely as possible the original intents and purposes of this Agreement.
Section 9.14 Merger. This Agreement constitutes the final, complete, and exclusive 
agreement between the Parties on the matters contained in this Agreement. All prior and 
contemporaneous negotiations and agreements between the Parties on the matters contained in this 
Agreement are expressly merged into and superseded by this Agreement. In entering into this 
Agreement, neither Party has relied on any statement, representation, warranty, nor agreement of the 
other Party except for those expressly contained in this Agreement. 
Section 9.15 Relationship of Parties. This Agreement does not create any partnership, joint
venture, employment, or agency relationship between the Parties. Nothing in this Agreement shall 
confer upon any other person or entity any right, benefit, or remedy of any nature. 
Section 9.16 Further Assurances. Each Party shall execute any document or take any action 
that may be necessary or desirable to consummate and make effective a performance that is required 
under this Agreement. 
Section 9.17 Required Federal Clauses. Lessee and Lessee’s Associates shall comply with 
all Laws and Regulations, including all of the required federal clauses in this Section 9.17. 
A. 
During the performance of this contract, Lessee, for itself, its assignees, and 
successors in interest (hereinafter collectively referred to as the “Lessee”) agrees as follows: 
i.
Compliance with Regulations: Lessee will comply with the Title VI List of 
Pertinent Nondiscrimination Acts And Authorities, as they may be amended from time

Exhibit “B” 
Airport Development Agreement 
Page 20 of 27 
 
to time, which are herein incorporated by reference and made a part of this Agreement.
ii. Non-discrimination: Lessee, with regard to the work performed by it or use of the 
Leased Premises and the Improvements during the Lease Term, will not illegally
discriminate against any person or class of persons on the grounds of race, color, or 
national origin. Lessee will not participate directly or indirectly in the discrimination 
prohibited by the Nondiscrimination Acts and Authorities, including employment 
practices when the contract covers any activity, project, or program set forth in 
Appendix B of 49 CFR Part 21. 
iii. Solicitations for Contracts, including Procurements of Materials and 
Equipment: In all solicitations, either by competitive bidding, or negotiation made 
by Lessee for work to be performed under a contract, including procurements of 
materials, or leases of equipment, each potential contractor or supplier will be notified 
by Lessee of Lessee’s obligations under this Agreement and the Nondiscrimination 
Acts and Authorities on the grounds of race, color, or national origin. 
iv. Information and Reports: Lessee will provide all information and reports required 
by the Acts, the Regulations, and directives issued pursuant thereto and will permit 
access to its books, records, accounts, other sources of information, and its facilities 
as may be determined by the sponsor or the Federal Aviation Administration to be 
pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities 
and instructions. Where any information required of Lessee is in the exclusive 
possession of another who fails or refuses to furnish the information, Lessee will so 
certify to City or the Federal Aviation Administration, as appropriate, and will set forth 
what efforts it has made to obtain the information. 
v. Sanctions for Noncompliance: In the event of Lessee’s noncompliance with the non-
discrimination provisions of this contract, City will impose such sanctions as it or the 
Federal Aviation Administration may determine to be appropriate, including, but not 
limited to cancelling, terminating, or suspending the Lease, in whole or in part. 
vi. Incorporation of Provisions: Lessee will include the provisions of paragraphs one 
through six of this Section 9.17(A) in every contract, including procurements of 
materials and leases of equipment, unless exempt by the Acts, the Regulations, and 
directives issued pursuant thereto. Lessee will take action with respect to any contract 
or procurement as City or the Federal Aviation Administration may direct as a means 
of enforcing such provisions including sanctions for noncompliance. 
Provided that, if Lessee becomes involved in, or is threatened with litigation by a 
contractor, or supplier because of such direction, Lessee may request City to enter into 
any litigation to protect the interests of City. In addition, Lessee may request the 
United States to enter into the litigation to protect the interests of the United States.
B. 
Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, 
as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the 
land that in the event facilities are constructed, maintained, or otherwise operated on the property 
described in this Agreement for a purpose for which a Federal Aviation Administration activity, 
facility, or program is extended or for another purpose involving the provision of similar services or

Exhibit “B” 
Airport Development Agreement 
Page 21 of 27 
 
benefits, Lessee will maintain and operate such facilities and services in compliance with all 
requirements imposed by the Nondiscrimination Acts and Regulations listed in the Pertinent List of 
Nondiscrimination Authorities (as may be amended) such that no person on the grounds of race, color,
or national origin, will be excluded from participation in, denied the benefits of, or be otherwise 
subjected to discrimination in the use of said facilities. 
C. 
Lessee for itself, its heirs, personal representatives, successors in interest, and assigns, 
as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the 
land that (1) no person on the ground of race, color, or national origin, will be excluded from 
participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said 
facilities, (2) that in the construction of any improvements on, over, or under such land, and the 
furnishing of services thereon, no person on the ground of race, color, or national origin, will be 
excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, 
and (3) that Lessee will use the Leased Premises and the Improvements in compliance with all other 
requirements imposed by or pursuant to the List of Nondiscrimination Acts And Authorities.
D.
During the performance of this contract, the contractor, for itself, its assignees, and 
successors in interest (hereinafter referred to as the “contractor”) agrees to comply with the following 
non-discrimination statutes and authorities; including but not limited to: 
i. Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) 
(prohibits discrimination on the basis of race, color, national origin); 
ii. 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department 
of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); 
iii. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 
1970 (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose 
property has been acquired because of Federal or Federal-aid programs and projects); 
iv. Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended 
(prohibits discrimination on the basis of disability); and 49 CFR part 27; 
 
v. The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits 
discrimination on the basis of age); 
vi. Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as 
amended (prohibits discrimination based on race, creed, color, national origin, or sex); 
vii. The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, 
coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age 
Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by 
expanding the definition of the terms “programs or activities” to include all of the 
programs or activities of the Federal-aid recipients, sub-recipients and contractors, 
whether such programs or activities are Federally funded or not);

Exhibit “B” 
Airport Development Agreement 
Page 22 of 27 
viii. Titles II and III of the Americans with Disabilities Act of 1990, which prohibit 
discrimination on the basis of disability in the operation of public entities, public and 
private transportation systems, places of public accommodation, and certain testing 
entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of 
Transportation regulations at 49 CFR parts 37 and 38; 
ix. The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) 
(prohibits discrimination on the basis of race, color, national origin, and sex); 
x.
Executive Order 13166, Improving Access to Services for Persons with Limited 
English Proficiency, and resulting agency guidance, national origin discrimination 
includes discrimination because of limited English proficiency (LEP). To ensure 
compliance with Title VI, you must take reasonable steps to ensure that LEP persons 
have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); 
xi. Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sexin education programs or activities (20 USC 1681 et seq.).
E.
Lessee and its transferee agree to comply with pertinent statutes, Executive Orders, and 
such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, 
national origin, sex, age, or disability be excluded from participating in any activity conducted with 
or benefiting from Federal assistance. This provision obligates Lessee or its sublessee for the period 
during which Federal assistance is extended to the Airport through the Airport Improvement Program.
In cases where Federal assistance provides, or is in the form of personal property; real property or
interest therein; structures or improvements thereon, this 
provision obligates the party or any transferee for the longer of the following periods: (i) the period 
during which the property is used by the City or any transferee for a purpose for which Federal 
assistance is extended, or for another purpose involving the provision of similar services or benefits;
or (ii) the period during which the airport sponsor or any transferee retains ownership or possession 
of the property. 
F. 
In the event of breach of any of the above nondiscrimination covenants, City will have 
the right to terminate this Agreement and to enter, re-enter, and repossess said lands and facilities 
thereon, and hold the same as if the Agreement had never been made or issued. 
G. 
This Agreement incorporates by reference the provisions of 29 CFR Part 201, the 
Federal Fair Labor Standards Act (“FLSA”), with the same force and effect as if given in full text. The 
FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part 
time workers. Lessee has full responsibility to monitor compliance to the referenced statute or 
regulation. Lessee must address any claims or disputes that arise from this requirement directly with 
the U.S. Department of Labor – Wage and Hour Division. 
H. 
This Agreement incorporates by reference the requirements of 29 CFR Part 1910 with 
the same force and effect as if given in full text. Lessee must provide a work environment that is free 
from recognized hazards that may cause death or serious physical harm to the employee. Lessee retains 
full responsibility to monitor its compliance and any sublessee’s compliance with the applicable 
requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). Lessee must

Exhibit “B” 
Airport Development Agreement 
Page 23 of 27 
 
address any claims or disputes that pertain to a referenced requirement directly with the U.S. 
Department of Labor – Occupational Safety and Health Administration. 
I. 
Lessee agrees that it shall insert the above eight provisions (Section 9.17(A) through
Section 9.17(H)) in any agreement by which said Lessee grants a right or privilege to any person, firm, 
or corporation to render accommodations and/or services to the public on the Leased Premises or at 
the Improvements, herein leased or owned, as applicable. 
J. 
Lessee agrees to furnish service on a fair, equal, and not unjustly discriminatory basis 
to all users thereof, and to charge fair, reasonable, and not unjustly discriminatory prices for each unit 
or service; provided that Lessee may be allowed to make reasonable and nondiscriminatory discounts, 
rebates, or other similar types of price reductions to volume purchasers. (Grant Assurance 22) 
K. 
It is hereby specifically understood and agreed that nothing herein contained shall be 
construed to grant or authorize the granting of an exclusive right to provide aeronautical services to the 
public as prohibited by the Grant Assurances or 49 U.S.C. § 40103, and City reserves the right to 
grant to others the privilege and right of conducting any one or all activities of an aeronautical nature. 
(Grant Assurance 23) 
L. 
City reserves the right to further develop or improve the landing area of the Airport as 
it sees fit, regardless of the desires or view of Lessee, and without interference or hindrance. (FAA 
Order 5190.6B) 
M. 
City reserves the right, but shall not be obligated to Lessee, to maintain and keep in 
repair the landing area of the Airport and all publicly-owned facilities of the Airport, together with the 
right to direct and control all activities of Lessee in this regard. (FAA Order 5190.6B) 
N. 
This Agreement shall be subordinate to the provisions of and requirements of any 
existing or future agreement between City and the United States, relative to the development, 
operation, or maintenance of the Airport. (FAA Order 5190.6B) 
O. 
Lessee agrees to comply with the notification and review requirements covered in Part 
77 of the Federal Aviation Regulations in the event any future structure or building is planned for the 
Leased Premises, or in the event of any planned modification or alteration of any present or future 
building or structure situated on the Leased Premises. (FAA Order 5190.6B) 
P. 
It is clearly understood by Lessee that no right or privilege has been granted which 
would operate to prevent any person, firm, or corporation operating aircraft on the Airport from 
performing any services on its own aircraft with its own regular employees (including but not limited 
to, maintenance and repair) that it may choose to perform. (Grant Assurance 22(f)). 
Q. 
Lessee accepts the Leased Premises subject to any and all existing easements or other 
encumbrances, and City shall have the right to install, lay, construct, maintain, repair and operate such 
sanitary sewers, drains, storm water sewers, pipelines, manholes, connections; water, oil and gas 
pipelines; telephone and telegraph power lines; and such other appliances and appurtenances over, 
on or across the Leased Premises or part of it as will not unreasonably interfere with Lessee's 
operations, and to enter upon the Leased Premises for such purposes. City also reserves the right to

Exhibit “B” 
Airport Development Agreement 
Page 24 of 27 
 
grant easements, rights-of-way, and permits, over, on or across any portions of the Leased Premises 
for the same purposes, provided, that City or the grantee, as applicable, shall not exercise such rights 
so as to interfere unreasonably with Lessee's operations on the Leased Premises. All such interference 
shall be minimized. City agrees that any rights granted to any parties by reason of this clause shall 
contain provisions that the surface of the Leased Premises shall be restored to its original condition, 
at no cost to Lessee, upon the completion of any construction. 
R. 
The person executing this Lease on behalf of or as representative of Lessee, warrants 
that he or she is duly authorized to execute and deliver this Lease on behalf of Lessee and that this 
Lease on behalf of Lessee and that this Lease is binding upon Lessee in accordance with its terms and 
conditions. 
S. 
To the extent applicable under A.R.S. § 41-4401, Lessee warrants compliance with all 
federal immigration laws and regulations relating to employees and compliance with the E- verify 
requirements under A.R.S. § 23-214(A). 
T. 
This Agreement is subject to the provisions of A.R.S. § 38-511. The City may cancel 
this Agreement without penalty or further obligations by the City or any of its departments or agencies 
if any person significantly involved in initiating, negotiating, securing, drafting, or creating this 
Agreement on behalf of the City or any of its departments or agencies is, at any time while this 
Agreement or any extension of this Agreement is in effect, an employee of Lessee in any capacity or a 
contractor to Lessee with respect to the subject matter of this Agreement. 
U. 
The City may, by written notice to Lessee, cancel this Agreement if the City finds that 
gratuities, in the form of economic opportunity, future employment, entertainment, gifts, or otherwise, 
were offered or given by Lessee or any agent or representative of Lessee to any officer, agent, or 
employee of Lessee for the purpose of securing this Agreement. In the event the City cancels this 
Agreement pursuant to this provision, the City shall be entitled, in addition to any other rights and 
remedies, to recover and withhold from Lessee an amount equal to 150% of the gratuity. 
V. 
To the extent applicable under A.R.S. § 35-393 through § 35- 393.03, Lessee hereby 
certifies that it is not currently engaged in, and agrees for the duration of this Agreement to not engage 
in, a “boycott” of goods or services from Israel, as that term is defined in A.R.S. § 35- 393(1). 
W. 
To the extent applicable under ARIZ. REV. STAT. § 35-394, Lessee warrants and 
certifies that it does not currently, and agrees for the duration of this Agreement that it will not use the 
forced labor, any goods or services produced by the forced labor, or any Contractors, subcontractors, 
or suppliers that use the forced labor or any goods or services produced by the forced labor of ethnic
Uyghurs in the People’s Republic of China. If Lessee becomes aware that it is not in compliance with 
this paragraph, Lessee shall notify the City of the noncompliance within five business days of 
becoming aware of it. If Lessee fails to provide a written certification that Lessee has remedied the
noncompliance within 180 days after that, this Agreement shall terminate unless the termination date
of this Agreement occurs before the end of the remedy period, in which case this Agreement terminates 
on the Agreement termination date.
X. 
Each and every provision of law and any clause required by law to be in this 
Agreement will be read and enforced as though it were included herein and, if through mistake or

Exhibit “B” 
Airport Development Agreement 
Page 25 of 27 
 
otherwise any such provision is not inserted, or is not correctly inserted, then upon the application of 
either Party, this Agreement will promptly be physically amended to make such insertion or 
correction. 
[SIGNATURE PAGES FOLLOW]

Exhibit “B” 
Airport Development Agreement 
Page 26 of 27 
 
IN WITNESS WHEREOF, the Parties have set their hands and seals this  
 day of
, 20
. 
LESSEE: 
By: 
Its: 
ACKNOWLEDGMENT
STATE OF 
)
) ss.
COUNTY OF 
)
This instrument was acknowledged before me on the  
day of 
, 20
, by
, on behalf of said company. 
 
 
 
 
NOTARY PUBLIC
(seal and expiration date):

Exhibit “B” 
Airport Development Agreement 
Page 27 of 27 
 
CITY OF BUCKEYE, ARIZONA:
By:   
Its:  
ATTEST:
By: 
Lucinda Aja, City Clerk
APPROVED AS TO LEGAL FORM:
 
By:  
Tosca Henry, Interim City Attorney
ACKNOWLEDGMENT
STATE OF   
 
 
 
)
) ss.
COUNTY OF 
)
This instrument was acknowledged before me on the  
day of  
, 20 , by   
Doug Sandstrom, City Manager of the City of Buckeye, on behalf of said municipality. 
 
 
 
 
NOTARY PUBLIC
(seal and expiration date):

PERFORMANCE BOND 
KNOW ALL PERSONS BY THESE PRESENTS: 
THAT, 
 (hereinafter 
called Principal), as Principal, and 
, a corporation 
organized and existing under the laws of the State of 
, with its principal 
office at 
(hereinafter called the Surety), as Surety, are held and firmly bound 
unto
the
City
of  Buckeye  (hereinafter  called
the
Obligee)
in  the  amount  of 
(Dollars) ($ 
), for the payment whereof, the 
said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, 
jointly and severally, firmly by these presents. 
WHEREAS, the Principal has entered into a certain written Contract with the Obligee, dated the 
 day of  
 20 
, for the material, service or construction described as 
is hereby referred to and 
made a part hereof as fully and to the same extent as if copied at length herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal 
faithfully performs and fulfills all of the undertakings, covenants, terms, conditions and agreements of the 
Contract during the original term of the Contract and any extension of the Contract, with or without notice to 
the Surety, and during the life of any guaranty required under the Contract, and also performs and fulfills all 
of the undertakings, covenants, terms, conditions and agreements of all duly authorized modifications of the 
Contract that may hereafter be made, notice of which modifications to the surety being hereby waived, the 
above obligation is void. Otherwise it remains in full force and effect. 
PROVIDED, however, that this bond is executed pursuant to the provisions of Title 34, Chapter 2, 
Article 2, Arizona Revised Statutes, and all liabilities on this bond shall be determined in accordance with the 
provisions of Title 34, Chapter 2, Article 2, Arizona Revised Statutes, to the extent as if it were copied at 
length in this agreement. 
The prevailing party in a suit on this bond shall recover as part of the judgment reasonable attorney 
fees that may be fixed by a judge of the Court. 
Witness our hands this 
day of 
20 
. 
Principal 
Seal 
By: 
Surety
Seal 
By: 
Agency of Record 
Exhibit "C" 
Airport Development Agreement