3581 AOPA Fly In Agreement.pdf
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AOPA FLY-IN AT BUCKEYE
AGREEMENT
BETWEEN
AIRCRAFT OWNERS AND PILOTS
ASSOCIATION AND
THE CITY OF BUCKEYE
This AOPA Fly-in at Buckeye Agreement ("Agreement") is between the Aircraft Owners and
Pilots Association ("AOPA"), a New Jersey non-profit organization maintaining a principal place of
business at 421 Aviation Way, Frederick, MD 21701, and the City of Buckeye, an Arizona Municipal
Corporation ("Buckeye" or the "City").
RECITALS
AOPA is a non-profit membership organization dedicated to promoting the interests and
needs of general aviation aircraft owners and the pilot population.
Buckeye will host the City of Buckeye, AZ, Air Fair (the "Air Fair") over President's Day
weekend for the next 5 years (2027, 2028, 2029, 2030, 2031).
The parties desire to enter into an agreement to formalize the terms for the AOPA Fly-In at
Buckeye Event (the "Event"), as a portion of the Air Fair at the Buckeye Municipal Airport
("Airport").
The parties, therefore, acknowledge this exchange of promises as good and valuable
consideration and agree as follows:
1. AOPA Obligations. To fulfill its obligations under this Agreement and to make the Event a
success, AOPA shall:
a. Work with the City or its preferred vendor as the Fixed-Base Operator (FBO) for the Event, to
include, but not limited to, routine FBO services such as coordinating aircraft fueling through
the City and hangar, tie-down, and park aircraft;
b.
Coordinate, review, and approve the Event layout in cooperation with the City;
c. Support the selection of air show performers;
d.
Coordinate on an emergency action and operations plan to include air operations, in close
cooperation with the City;
e.
Coordinate and secure ramp for show planes and static display;
f.
Secure all Event incidentals, such as aviation vendors and exhibitors, aircraft parking,
Aircraft judging, and educational seminars;
g. Coordinate aircraft camping accommodations;
h.
Recruit and insure volunteers for the air-side section of the Event;
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1. Coordinate and staff air-side operations throughout the Event period;
J. Secure and contract event equipment as needed to support the aviation side of the Event
such as generators, tents, golf carts, tables and chairs, and audio/visual equipment;
k.
Coordinate arrival and departure procedures for all aircraft flying into and out of the Event;
1.
Conduct the Event in accordance with general industry standards for similar events and
with all applicable laws, statutes, ordinances, rules, regulations;
m. Not modify, construct, or install any fixtures, infrastructure, or equipment as the Airport
without advance, written approval from the City. By the conclusion of the Event, AOPA
must remove all its property and third-party property brought for the Event from the
Airport and restore the Airport to its original condition at its own expense, ordinary wear
and tear excepted. AOPA must repair any damage to the Airport incurred during the Event;
and
n.
Coordinate temporary air traffic control tower operations throughout the period of the Event.
2. Buckeye Obligations. To fulfill its obligations under this Agreement and to make the Event a
success, Buckeye shall:
a.
Coordinate the recruiting and scheduling of all food vendors for the Event;
b. Prior to the Event, establish a mutually acceptable Event security plan to provide the
operational security practices applicable during the Event. Without limitation this plan shall
address access policies for Event attendees and members of the public and shall be inclusive
of the efforts in paragraph 1(f.) above;
c. Prior to the Event, establish a mutually acceptable Event safety plan including event site plan,
traffic plan and parking plan, fire, protective services, EMT, and communications plan to
provide the operational safety practices applicable during that Event Period, see paragraph
1(d.), above;
d. Manage all vehicle parking operations for the Event;
e.
Recruit and insure volunteers for non-air side activities;
f. Provide a Kid's Zone entertainment area to include activities such as the SciTech Festival,
bounce houses and carnival rides;
g. Prepare and submit all FAA waivers and federal applications for air operations, closures
related to the event and maintain overall control of air operations and the safety of the Air
Fair and Event;
h. Provide crash, fire, and rescue support to the event, see paragraphs l(d.) and 2(c.) above;
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1. Coordinate all portable toilet rentals and trash receptacles for the Event;
J.
Coordinate VIP tents structures to be located on the ramp at or near show center;
k. Arrange non-airside activities such as, but not limited to, Military Vehicle Collectors
Clubs, sponsors, and non-profits;
1.
Arrange and contract equipment as needed to support non-air side of the Event such as
generators, tents, golf carts, tables and chairs, and audio/visual equipment;
m. Provide fuel, including 100LL, appropriately staffed fuel trucks, and coordinate fueling
with AOPA, see 1(a.) above;
n. Act as main liaison for air-side emergencies in coordination with AOPA;
o.
Provide sheltered exhibitor space of 15,000 square feet for AOPA use; and
p.
Manage RV/Tent camping accommodations.
3. Airport Operations. AOPA's use of the Airport shall not adversely affect airport operations. The
City reserves the right to suspend, delay, or cancel the Event if the City reasonably believes the
Event cannot be conducted safely or securely.
4. Costs and Revenues. Each party will be responsible to pay for the costs to carry out their respective
scope of work, and retain revenue associated with the execution of each party's activities, unless
stated otherwise in this agreement. Should a party incur any mutually agreed-upon costs
throughout the execution of the event, that party shall prepare an itemized list with associated
expenses and submit it to the other party for reconciliation and payment within sixty (60) days of
the conclusion of the event.
5. Airport Grounds and Event Layout. The parties will coordinate and agree upon an event layout
each year. If improvements are needed to the airport grounds to safely execute the event plan, a
scope of work will be developed to articulate identified improvements. The City will be
responsible for completing agreed-upon improvements in priority order according to funding
availability. A joint on-site meeting will be held to finalize ground preparation needs. Limited non-
exclusive access will be granted to AOPA to use certain areas of the Airport identified by the
parties each year as the location to conduct the Event.
6.
Marketing the Event. The parties will coordinate and agree upon marketing materials, including but
not limited to, branding, images, use of logos, and naming. City will provide direct links from its
website to AOPA's event webpage, which will host information for pilots and other activities such
as camping, aircraft parking, expo center, and forum tents.
7.
Term and Termination.
a.
The Term. The term of this Agreement shall commence on the effective date of this agreement
and terminate on March 1, 2031. This Agreement shall not automatically renew.
b. Termination. At any time during the Term of this Agreement, either party may terminate this
Agreement:
1. Upon material breach of any term or provision contained within this Agreement
which has not been cured or rectified within ten business days after written
notice by the non-breaching party to the other party; or,
u. At any time for a party's convenience regardless of cause upon providing at least
sixty (60) days written notice to the other party.
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v. City's performance under this Agreement depends on the appropriation of funds
by the City Council. If the Council fails to appropriate funds necessary for such
performance, then City may provide written notice of this to AOPA and cancel
this Agreement without further obligation.
8. Indemnification. By entering into this Agreement, the parties agree that to the extent permitted
by law, each party will defend, indemnify and hold the other party harmless, including the parties'
departments, agencies, officers, employees, elected or appointed officials, volunteers, or agents
from and against all losses, expenses, damages, or claims of any nature whatsoever which is caused
by any activity, condition, or event arising out of the performance or nonperformance by the
indemnifying party of any of the provisions of this Agreement. By entering into this Agreement,
AOPA indemnifies the City against all liability (including, but not limited to, vicarious liability),
losses, and damages of any nature, including attorneys' fees, costs, and expenses of litigation for
or on account of any injuries or death of persons or damages to, or destruction of, property arising
out of or in any way connected with AOPA's performance or nonperformance of this Agreement.
9. Insurance. AOPA shall carry comprehensive general liability event insurance, including
advertising liability, premises liability, contractual liability, and products/completed operations of no
less than $5,000,000 dollars combined single limit per occurrence. AOPA will also procure and
maintain policies of special event insurance for bodily injury, including death, property damage,
and vehicle liability insurance in amounts not less than $5,000,000 dollars per. Said policies of
insurance will include coverage for premises, operations and AOPA's contractual liability to the
City under this Agreement. Contractual liability coverage will specifically insure all
Indemnification provisions of this Agreement. AOPA shall furnish a certificate of insurance for
these policies to the City prior to the event each year. The insurance coverage required hereunder
shall name the City as an additional insured. The amounts of insurance required in this Section are
minimums only; the City will be entitled to the full benefit and protection of any higher dollar
amount of coverage stated in an insurance policy carried by AOPA. The insurance requirements set
forth in this Agreement will not be construed as a representation by the City that the satisfaction
of such requirements will be sufficient to protect AOPA.
10. Declaration. By signing this agreement, each party acknowledges that: (i) it has the authority to enter
into this Agreement; (ii) it is legally authorized to conduct the business contemplated by this
Agreement and to contract with the other party; and (iii) it has no outstanding contractual obligations
that would prevent it from providing the above services.
11. Notices. Any notices in connection with this Agreement shall be in writing and delivered to the
appropriate party or sent: (1) via a nationally recognized overnight courier service, or
(2) mailed to the appropriate party by registered or certified mail, postage prepaid, return receipt
requested, at the addresses set forth below:
To Aircraft Owners and Pilots Association:
Attn:
Contracts
421 Aviation Way
Frederick, MD 21701
To City of Buckeye:
Attn: Miranda Gomez
110 E. Irwin Avenue
Buckeye, AZ 85326
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12. AOPA Publicity, Trademarks, and Copyrights.
a. AOPA hereby grants Buckeye a limited, revocable license to use AOPA's trademarked
logo and wings (listed below this subsection) ("Licensed Materials"). The Licensed
Materials shall be used solely in connection with performance during this Agreement. The
license shall be effective for the term of this Agreement.
AOPA
b.
Buckeye shall permit AOPA or its duly authorized representative, upon reasonable notice,
to review all uses of the Licensed Materials by Buckeye to assure use of the Licensed
Materials in a manner consistent with this license and AOPA values. Buckeye agrees to
use the Licensed Materials only in accordance with quality standards reasonably
established by AOPA.
c. The parties agree that AOPA is the sole owner of the Licensed Materials. Buckeye agrees not
to directly or indirectly challenge or contest the validity of, or AOPA's rights in, the Licensed
Materials.
d.
Buckeye shall not sublicense the Licensed Materials.
e. Buckeye agrees to notify AOPA promptly after it becomes aware of any actual or
threatened infringement, imitation, dilution, misappropriation, or other unauthorized use
of any of the Licensed Materials. AOPA shall have the sole and exclusive right to bring
any action and seek remedy against such unauthorized use of Licensed Materials. Buckeye
shall cooperate with AOPA upon request to assist AOPA in such action.
13. Relationship of the Parties. The parties agree that this Agreement does not establish any partnership,
joint venture, or similar relationship between them, nor does this agreement give either party the right
to enter into agreements on behalf of the other.
14. Governing Law. The parties agree that this Agreement and the rights and obligations hereunder shall
be governed by, and construed in accordance with, the laws of the State of Arizona regardless of any
principles of conflicts of laws or choice of laws of any jurisdiction. The state courts of the State of
Arizona or, if the jurisdictional prerequisites exist at the time, the United States District Court for the
District of Arizona, shall have sole and exclusive jurisdiction to hear and determine any dispute or
controversy arising under or concerning this Agreement.
15. Attorney Fees. Should either party be required to seek the services of an attorney to enforce its
rights under this Agreement, the prevailing party in such action shall be entitled to recover
reasonable attorney fees, legal costs, and other collection fees and costs incurred by that party in
connection with such action.
16. Confidential Information. AOPA acknowledges that the City is a public entity and, as such, subject to
Arizona public records laws. However, to the extent that any confidential information, defined as
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proprietary, confidential, and of independent economic value, is exchanged by the parties by and through
the performance of this Agreement, both parties agree to protect the confidentiality of the confidential
information, to the extent allowed by law.
17. No Assignment. Neither party may assign this Agreement, transfer, or assign its rights, duties, or
obligations pursuant to this Agreement without the prior written consent of the other party.
18. Modification. All modifications of, waivers of, or amendments to this Agreement must be in writing
signed by the parties.
19. Waiver. The waiver, modification, or failure to insist on performance by either party of any
conditions or terms of this Agreement shall not void, waive, or modify any of the other terms or
conditions nor be construed as a waiver or relinquishment of such party's right to future
performance of any such term or terms.
20. Severability. If any terms of the above provisions of this Agreement are found null, void, or
inoperative, for any reason, the remaining provisions will remain in full force and effect.
21. Section Headings. The section headings contained in this Agreement are inserted only as a matter
of convenience and reference and in no way define, limit, or describe the scope or intent of this
Agreement and do not in any way affect its provisions.
22. Force Maieure. Neither party will be responsible or liable for, or deemed in default for, any delay
or failure of performance due to causes beyond its control and therefore make performance
inadvisable or commercially impracticable, including but not limited to accidents, acts of God,
labor disputes, actions of any government agency, interruptions or delays in transportation, fuel
supplies or electrical power delays, epidemics, disease outbreak, or public health crisis. Either
party seeking to terminate this Agreement through this clause must give reasonable notice in
writing to the other party.
23. Date. If any date specified in this Agreement as the only day, or the last day, for acting falls on a
day that is not a Business Day, then that action may be taken on the next Business Day.
24. Counterparts. This Agreement may be executed in any number of counterparts, each of which
shall be an original, and which together shall constitute one and the same instrument.
25. Execution and Complete Agreement. This Agreement is not an offer and is not effective until
signed by both parties in the signature block below. This Agreement is the entire agreement
between the parties on the matters contained herein and merges and supersedes all related prior
and contemporaneous communications and agreements. The parties hereby acknowledge and
represent that they have not relied on any representation, assertion, guarantee, warranty, collateral
contract, or other assurance, except those set forth herein.
26. Governmental Rights and Powers. This Agreement does not limit, relinquish, or waive the City’s
ownership rights in the Airport, nor does it waive or limit the City's control over the Airport's
management, operations, or maintenance. This Agreement also does not impair, exercise,
waive, or define the City's governmental rights and police powers.
27. No Warranties. AOPA accepts the Airport in its observed, 'as is', condition. The City makes no
representations or warranties of any kind in this Agreement and all other warranties, express or
implied, including, without limitation, implied warranties of merchantability and fitness for a particular
purpose or that licensed marks may be used without infringing intellectual property rights of third parties,
are excluded from this Agreement.
28. Non-Discrimination. Neither party will discriminate against any person or class of persons by
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reason of race, color, religion, sex, national origin or ancestry, age, gender identity, sexual orientation,
or physical or mental handicap in its use of the Property or performance of any part of this Agreement.
29. Waiver of Claims. Each party must retain care, custody, and control of its own property, and will
be always responsible for the acts or omissions of its own representatives and agents before, during,
and after the Event. Any property left unattended at the Airport is done so at the owner's own risk
and liability. AOPA releases and waives all past, present, and future claims against the City and
its representatives and agents, whether known or unknown, regarding damage to AOPA property
or personal injury to or death of its representatives and agents arising out of this Agreement,
including, but not limited to, while at or traveling to or from the Airport. AOPA agrees that it will
not, at any time in the future, bring any claim, suit, or cause of action against the City or its
Representatives arising out of or in any way related to damage to AOPA property of AOPA or its
Representatives personnel while at or traveling to or from the Airport.
30. FAA Requirements. The provisions of this Agreement are subject to the requirements of the Federal
Aviation Administration. If any of those statutes, regulations, or any license or permit terms
conflict with the provisions of this Agreement then such statutes, regulations, or any license or permit
terms will control and failure to comply with such conflicting contract provisions will not constitute
a breach of this Agreement.
31. State of Arizona Required Provisions. To the extent A.R.S. §§ 35-393.01 and 35-394, are applicable
to this agreement, AOPA hereby certifies it is compliant with the requirements of these statutes.
32. E-verify Requirements. To the extent applicable under A.R.S. § 41-4401, AOPA and its
subcontractors warrant compliance with all federal immigration laws and regulations that relate to
their employees and compliance with the E-Verify requirements under A.R.S. § 23- 214(A).
AOPA's, or its subcontractors', breach of the above-mentioned warranty shall be deemed a
material breach of this Agreement and may result in the termination of the Agreement. The City
retains the legal right to randomly inspect the papers and records of AOPA and its subcontractors
to ensure that the AOPA and its subcontractors are complying with the above-mentioned warranty.
33. Cancellation for Conflict of Interest: This Agreement is subject to cancellation in accordance
with the provisions of A.R.S. § 38-511, which allows the cancellation of this Agreement "if any person
significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf
of the state, its political subdivisions or any of the departments or agencies of either is, at any time
while the contract or any extension of the contract is in effect, an employee or agent of any other
party to the contract in any capacity or a consultant to any other party of the contract with respect
to the subject matter of the contract."
34. Effectiveness: This Agreement will become effective when all the parties have signed it. The date
this agreement is signed by the last party to sign it (as indicated by the date associated with that
party' s signature) will be deemed the effective date of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE
AIRCRAFT OWNERS & PILOTS ASSOCIATION
______________________________________________
Erica Saccoia,
Senior VP - Finance & Accounting
CITY OF BUCKEYE
Doug Sandstrom, City Manager
Date:
ATTEST
Lucinda J. Aja, City Clerk
Date:
APPROVED AS TO FORM
K. Scott McCoy, City Attorney
Date: