Spur-N-Rotor Lease Executed.pdf

CITY OF BUCKEYE
AIRPORT PROPERTY LEASE AGREEMENT

with

Spur-N-Rotor, Inc.

Effective Date: January 1, 2019

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Exhibit A (Description of Premises) A-1
Exhibit B (Airport Rates & Charges Schedule) B-1
Exhibit C (Aircraft Operations) C-1

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of Buckeye Property Lease Agreement (SPUR-N-ROTOR. INC. December 1. 2019

TABLE OF CONTENTS
Title Page
LEASE, ccsssssssssssssssonsecssnesssnscssssecsoncessvecssnsccessecsenscesnssccansesssseesensecenssesensecenseessesesenseees 1
TERM.  _—=—_——s—CiCseunneccenssccnesccessccconsccsnscccessccenscccnscccensccsnvecssssconssssssscessssssves 3
NONEXCLUSIVE RIGHTS. ..sssscssssscosssccsnscccnsseccnseccnsseceussccsnseecssecenseeennesees 3
RENT. —=—_— ce aacstneeecnneectnecccnencnee 3
PERFORMANCE GUARANTEE... . 5

AIRCRAFT OPERATIONS GUIDELINES
IMPROVEMENTS. wssssssssssesssceess
MAINTENANCE. ecssssssccsssssssnsssssccccsscsssssssssssssessessess
ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS
IDENTIFICATION SIGNS.....
DEFAULT; TERMINATION BY LESSOR...
ASSUMPTION OF CRITICAL OPERATIONS
INDEMNIFICATION.
ENVIRONMENTAL PROTECTION. .
PROTECTION OF WETLANDS..
SPECIAL PROVISIONS. eessossssssssees
INSURANCE.
SURRENDER OF POSSESSION
INSPECTION BY LESSOR.
NOTICES. cosssssssssssscssssscssssssssssnneecesseceeeesssesa
SEVERABILITY. -
SALES AND PROPERTY TAXES. ..
APPROVALS, CONSENTS AND NOTICES.
LIENS AND MORTGAGES...
GOVERNING LAW; ATTORNEY’S FEES...
RULES AND REGULATIONS....... sesssssssenee
CORPORATE AUTHORIZATION, wssssssssssssssee
UTILITY LINES AND SERVICE CHARGES. .
RESERVATIONS TO LESSOR
FEDERAL AVIATION ADMINISTRATION (FAA) PROVISIONS. sccseevoeeonenone 22
[RESERVED] cccssscccssssssssscscssssscesssssssssssssesesseessssssssessssnsgessssesees
REQUIRED PROVISIONS .eesesssssssssssscsesessses a
ARCHEOLOGICAL OR CULTURAL RESOURCES. cssssssssssssssscssssssssssssssnseee
AIRPORT SECURITY [If applicable]...
DEFAULT BY LESSOR.
BROKERB.......
SALE BY LESSOR...
ESTOPPEL CERTIFICATE. ..
MISCELLANEOUS
INCORPORATION OF RECITALS...

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) December 1,
2018

Exhibit D (Airport Minimum Standards and Rules and Regulations) D-1
Exhibit E (Storm Water Permit Compliance) E-1

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AIRPORT PROPERTY LEASE AGREEMENT

This Property Lease Agreement (the “Lease”) is executed to be effective the First (1st)
day of January, 2019 (the “Effective Date”) between the CITY OF BUCKEYE, an Arizona
municipal corporation (“Lessor”), and Spur-N-Rotor, Inc., a Neveda corporation (“Lessee”).
Lessor and Lessee may be referred to jointly as “Parties,” and each separately may be referred to

as a “Party.”
WITNESSETH:

WHEREAS, Lessor is the owner and operator of the Buckeye Municipal Airport
generally located at the intersection of Yuma and South Palo Verde Road, City of Buckeye,
Maricopa County, Arizona (the “Airport”); and

WHEREAS, Lessor has the right to lease, license and grant the use of property and
facilities on the Airport and has full power and authority to enter into this Lease in respect
thereof; and

WHEREAS, Lessor desires to lease to Lessee, and Lessee desires to lease from Lessor,
that certain real property at the Airport located at 3000 South Palo Verde Road, and described as
SOUTHEAST SECTION OF THE QUAD HANGAR, consisting of a total of approximately FOUR-
THOUSAND ONE-HUNDRED SEVENTEEN (4,117) square feet of hangar space as set forth in
Exhibit A attached hereto (the “Premises”); and

WHEREAS, Lessor desires to lease the Premises to Lessee on the terms and conditions
set forth herein;

NOW THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, the Parties do hereby undertake, promise and agree, each for itself
and its successors and assigns, as follows:

1. LEASE.

Lessor hereby leases the Premises to Lessee, subject to all easements and rights of way
that may encumber the Premises, and further subject to all operational and use restrictions and
other terms and conditions set forth in this Lease.

1.1 Right to Use Premises. Lessor agrees that so long as Lessee shall timely pay the
Base Rent and other charges required to be paid hereunder, and perform all of its other
obligations under this Lease, Lessee shall peaceably have and enjoy the use of the Premises
without hindrance from Lessor. Lessee specifically acknowledges that Lessee has inspected the
Premises prior to entering into this Lease and agrees to accept the Premises in an "as is, where is"
condition without any warranty or representation from Lessor, either express or implied, of any
kind or nature whatsoever with respect to the Premises, including, but not limited to, any

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

warranty of merchantability, habitability, or fitness for any particular or specific purpose, and all
such warranties are hereby disclaimed. Should Lessee desire any inspection report,
environmental assessment, survey, creation of a legal description, drainage report, or any similar
study, Lessee shall be responsible for the same at Lessee's sole expense.

1.2 Substitution of Premises. In addition to Lessor’s other rights set forth in this
Lease, Lessor has the right (but not the obligation) to substitute Comparable Areas for all or any
portion of the Premises, and any additions, alternations or improvements thereon, should Lessor,
in its reasonable discretion, determine that taking of the Premises, any portion thereof or any
improvement thereon, is required for other Airport purposes, and there exists no appropriate
alternative. In the event Lessor makes the determination to exercise its rights to substitute, all
title, right and interest to any portion of the Premises taken shall immediately vest in Lessor.
Furthermore, Lessor may require Lessee to vacate any portion or all of the Premises taken. For
the purposes of this Section 1.2, the term “Comparable Areas” is defined to mean other facilities
at the Airport, or any additions or extensions thereof, similar in size to the Premises, brought to
the same level of improvement as the Premises and having the same or similar usefulness to
Lessee as the portion taken. Lessor shall bear all expenses of bringing the substituted area to the
same level of improvement as the Premises, and of moving Lessee’s improvements, equipment,
furniture and fixtures to the substituted area. If any of Lessee’s improvements, equipment,
furniture or fixtures cannot be relocated, Lessor shall replace, at Lessor’s expense, such non-
relocatable improvements and other property with comparable property in the Premises, and
Lessor shall be deemed the owner of the non-relocated improvements and other property, free
and clear of all claims of any interest or title therein by Lessee, or any other third party
whomsoever. It is the specific intent of this Section 1.2 that Lessee be placed, to the extent
possible, in the same position it would have been, had Lessor not substituted new premises for
the Premises; provided, however, that Lessor shall not be obligated to reimburse Lessee for any
damages, including lost profits or revenues, due to such substitution. Notwithstanding the
foregoing, Lessor shall use reasonable efforts to avoid disruption to Lessee’s business.

1.3 Access. Lessee is granted the right of reasonable access to and from the Premises
via such portions of the Airport as are or may be necessary to allow Lessor to conduct its
business operations permitted herein at and on the Premises. Lessor reserves the right to
designate the location of such access and to change its location from time to time, as Lessor
deems reasonably necessary and appropriate.

1.4 Permitted Uses. Subject to the provisions of this Section 1.4, Lessee may use the
Premises for the storage and operation of its airplane, related ancillary storage and office
administrative uses related to the aircraft storage and specialized commercial flying services.

1.5 Prohibited Activities. Lessee shall not use or permit its agents, employees,
contractors, invitees, licensees or customers to use the Premises or the Airport for any use that is
in violation of the Airport Rules and Regulations, the Airport Minimum Standards, any matters
of record, or applicable laws, rules, regulations and operating policies of any governmental

authority, including Lessor, or for any other activity or operation that does not have advance,
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written approval of Lessor’s Airport Manager. Lessee’s use of the Premises is subject to all
applicable laws, rules and regulations of any governmental authority, and to Lessee’s compliance
with the Airport Minimum Standards and Lessor’s applicable code and regulations. Lessee shall
not perform maintenance or repairs that would include use or exposure of petroleum products
(oil, fuel, hydraulics, etc.) within the hangar. All such activities shall only be permitted outside
of the hangar in a designated area as determined by mutual agreement of the Lessor and Lessee.

1.6 | Continuous Operation. Upon commencement of business operations at and on the
Premises, Lessee shall designate an on-site manager for the term of this Lease who shall be
available to Lessor and Lessee’s customers during normal business hours. Lessee also shall
provide its services and operate its business, at a minimum, during normal business days, and
otherwise as necessary to accommodate customer and special event requirements.

1.7 Lessee Acknowledgement. Lessee acknowledges and agrees that its obligations
to pay Base Rent and all other charges due and owing under the terms hereof shall be absolute
and unconditional, and shall not be affected by any circumstances whatsoever, including, without
limitation: (i) any set-off, counterclaim, recoupment, defense or other right which Lessee may
have against Lessor or the United States of America or anyone else for any reason whatsoever;
(ii) any liens, encumbrances or rights of others with respect to the Premises; (iii) the invalidity or
unenforceability or lack of due authorization or other infirmity of this Lease or any lack of right,
power or authority of Lessor or Lessee to enter into this Lease; (iv) any insolvency, bankruptcy,
reorganization or similar proceedings by or against Lessee, or any other person; or (v) any other
cause, whether similar or dissimilar to the foregoing, any future or present law notwithstanding,
it being the intention of the Parties hereto that all rent being payable by Lessee hereunder shall
continue to be payable in all events and in the manner and at the times provided herein.

2. TERM.

2.1 Initial Term. The term of this Lease shall be for a period of FIVE (5) years,
commencing at 12:00 A.M. on the Effective Date, January 1, 2019, and terminating 11:59 PM.
on December 31, 2023 thereafter (the “Term”).

2.2 Renewal Term(s). Provided Lessee is not then in default of this Lease and subject
to approval of Lessor, Lessee shall have the option of extending the Term for Two (2) additional
periods of TWO (2) years each (an "Extension"). Lessee may exercise an Extension by giving
written notice to Lessor of its desire to do so no later than sixty (60) days prior to the expiration
of the Term, as set forth in Section 2.1 herein. If Lessee has properly notified Lessor of its desire
to exercise an Extension and Lessor approves in writing, then Lessee's Extension of the Term of
this Lease shall become effective and all references herein to the "Term" shall mean the initial
term as extended.

3. NONEXCLUSIVE RIGHTS.

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Lessee shall have the exclusive right to occupy and use the Premises while in compliance
with the terms and conditions of this Lease. All other rights granted to Lessee under this Lease
are nonexclusive. Lessor may, in its sole discretion and at any time, permit third parties to
conduct any and all business activities at the Airport that Lessor deems appropriate, or conduct

such activities itself, provided that such activities do not require or materially interfere with
Lessee’s use of the Premises.

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4. RENT.

4.1. Base Rent. Lessee agrees to pay Lessor rental for the use of the Premises at the
annual amount of TWELVE-THOUSAND THREE-HUNDRED FIFTY-ONE DOLLARS
($12,351.00) (or approximately TWENTY-FIVE CENTS ($0.25) per square foot per month)
for the Quad Hangar space (the “Base Rent”), payable in equal monthly installments of
ONE-THOUSAND TWENTY-NINE DOLLARS AND TWENTY-FIVE CENTS ($1,029.25). The
Base Rent shall be payable in advance and without any prior demand therefor and
without any abatement, deductions or set-offs whatsoever, and tendered in lawful
currency of the United States, either by check or electronic transfer.

(a) Lessee shall receive credit against the Base Rent for Lessee funds expended on
improvements and repairs to the Premises with the prior written permission of the
Public Works Director, provided the Public Works Director finds the
improvements and repairs are reasonable in his professional opinion, Lessee
provides quotes for repairs prior to executing any work, and Lessee provides paid
invoices reflecting the expenditures of funds related to the necessary repairs to the
Premises.

(b) Lessee shall only pay for the premises as described in Section 4.1 above as part of
the rent to the Lessor. Lessee shall pay all other fees as listed in the Airport
Schedule of Fees in Exhibit B of this agreement, including, but not limited to Fuel
Flowage, FBO and/or SASO permits, aircraft storage (outside of leased hangar
space), etc.

4.2. CPI Increases. The annual Base Rent paid by Lessee shall be increased (but never
decreased) on every TWELVE (12) month anniversary of the Effective Date of this Lease
by the percentage equal to the greater of THREE PERCENT (3%) or the percentage that the
Consumer Price Index (CPI) (as defined below) increased during the immediately
preceding twelve (12) month period ending ninety (90) days prior to the adjustment
period; except, however, that in no case shall any single, 12-month rate of increase
exceed FIVE PERCENT (5%). For purposes of this Lease, CPI means the United States
Department of Labor, Bureau of Statistics Consumer Price Index for all Urban
Consumers (CPI-U), U.S. City Average (1982-1984=100). If at any time CPI ceases to
exist, Lessor may substitute any official index published by the Bureau of Labor Statistics
or by a successor or similar government agency as may then exist and which in Lessor’s
reasonable business judgment shall be most nearly equivalent to the CPI.

4.3. Market Adjustments to Base Rent. Reserved

4.4. Airport Rates and Charges Schedule. Lessee or its subtenants, as applicable, shall
pay the most current Airport Rates and Charges at the time of receipt of service or use of
covered facilities and/or services unless specifically outlined in this Lease. The current

Airport Rates and Charges Schedule is included as Exhibit B and is subject to change
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without prior notice or approval of Lessee. Lessee acknowledges and agrees that Lessor
may amend the Airport Rates and Charges Schedule at any time at Lessor’s sole
discretion, and that no fee shall apply to the use of the Premises or access to the Premises.

4.5. Payment.

4.5.1 The first payment of Base Rent shall be paid upon the delivery of this
Lease, for the period from the Effective Date until the end of the calendar month in which the
Effective Date occurs, prorated on the basis of the number of such days to the total number of
days in said month. Thereafter all Base Rent payments shall be paid in monthly installments, in
advance, on the first day of each calendar month (the “Base Rent Due Date”). On each such
date, Lessee shall pay the full Base Rent payment.

4.5.2 No payment to or receipt by Lessor of a lesser amount than that which is
due and payable under the provisions of this Lease at the time of such payment shall be deemed
to be other than a payment on account of the earliest payment due, nor shall any endorsement or
statement on any check or payment prejudice in any way Lessor’s right to recover the balance of
such payment or pursue any other remedy provided in this Lease or by law.

4.5.3. All payments and reports required by this Section 4.5 shall be remitted to
the following address by the due date(s) specified hereinabove:

City of Buckeye

530 East Monroe Avenue

Buckeye, Arizona 85326
Facsimile: (623) 349-6000

Attn: Finance Department - Airport

or such other address specified in writing by Lessor to Lessee.

4.6 Finance Charges and Late Fees. If Lessee fails to pay any installment of Base
Rent or any other charge due and owing to Lessor in full on or before the applicable due date,
Lessee shall be responsible for interest on the unpaid installment at the rate of eighteen percent
(18%) per annum from the due date until payment in full is made. In addition, in the event any
installment of Base Rent is paid more than ten (10) days after the due date, a late penalty of ten
percent (10%) of the amount of such delinquent Base Rent installment shall be due and payable
in addition thereto.

4.7 Taxes. In the event any governmental authority shall impose a tax or imposition
based upon any Base Rent payments or any other sums paid or owing hereunder or the receipt of
such payments by Lessor, then Lessee shall pay such amounts to Lessor at the same time and in
addition to payments hereunder, which amounts may include, but are not limited to, any or all
rental, transaction privilege, sales, excise or other similar tax except income taxes. Lessee’s

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obligation to pay such amounts together with any interest thereon and/or penalties therefor, shall
survive the termination of this Lease.

48 Survival. Lessee’s obligation to pay all amounts stated herein, together with any
interest thereon and/or penalties therefor, shall survive the termination of this Lease.

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5. PERFORMANCE GUARANTEE.

5.1 On or before the Effective Date, Lessee shall pay to Lessor an amount equivalent
to two (2) months Base Rent, or Two-THOUSAND FIFTY-EIGHT DOLLARS AND FIFTY CENTS
($2,058.50), as a security deposit to insure the faithful performance of all of Lessee’s obligations
hereunder (the “Performance Guarantee”). The Performance Guarantee shall be adjusted
annually, as required, and Concessionaire shall pay Lessor, within five (5) business days of
Airport Manager’s written request therefor, such additional monies as may be necessary to
maintain the Performance Guarantee as a sum equal to two (2) month’s Base Rent.

5.2 The Performance Guarantee, at the election of Lessor, may be applied in
reduction of any loss and/or damage sustained by Lessor by reason of the occurrence of any
breach, nonperformance or default by Lessee under this Lease without the waiver of any other
right or remedy available to Lessor at law, in equity or under the terms of this Lease. If any
portion of the security deposit is so used or applied, Lessee shall, within five (5) days after
written notice from Lessor, deposit with Lessor immediately available funds in an amount
sufficient to restore the security deposit to its original amount. In the event of a sale or other
transfer of the Premises by Lessor, Lessor shall transfer the remaining balance (if any) of the
Performance Guarantee to Lessor’s successor in interest, whereupon the transferor Lessor shall
be released from liability to Lessee for the return of such Performance Guarantee. Unless this
Lease is terminated as a result of Lessee’s default, upon termination, Lessor shall return to
Lessee all portions of the Performance Guarantee which were not applied by Lessor as permitted
above. Lessor shall have no obligation to maintain a separate account for such security deposit
and shall have no obligation to pay interest thereon.

6. AIRCRAFT OPERATIONS GUIDELINES.

If and to the extent that Lessee operates aircraft at or on the Airport, Lessee shall be
subject to the provisions of Exhibit C. If any subtenant of Lessee on or at the Premises operates
aircraft at the Airport, such subtenant also shall be subject to the provisions of Exhibit C, which
Lessor may enforce directly against such subtenant.

7. IMPROVEMENTS.

TA. Construction by Lessee. Reserved.

7.2. Construction Milestones. Reserved.

7.3 No Alterations. Lessee shall make no exterior improvements or alterations to the
Premises during the Term of this Lease without the prior written permission of Lessor, which
shall not be unreasonably withheld or delayed and, if and to the extent applicable, without the
approval by Lessor’s Design Review Committee. Lessee shall provide Lessor with electronic as-
built drawings (or their equivalent) when any improvement or alteration is completed for which

such drawings are reasonably required
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7.4 Title to Alterations and Improvements. Title to all improvements and alterations
on the Premises (but not personal property or trade fixtures) shall vest in Lessor upon the
expiration of this Lease, and Lessee agrees to execute and deliver to Lessor, within ten (10) days
after Lessor’s request therefor, a quitclaim deed confirming that title to such improvement and
alterations is vested in Lessor.

7.5 Mechanics’ Liens. Lessee shall keep the Premises and any/all improvements
constructed by Lessee thereon free of any mechanic or materialmen’s liens. In the event that any
such lien is filed, Lessee shall, at its sole cost, cause such lien to be removed from the Premises
by bonding or otherwise within thirty (30) days of notice thereof.

7.6 Permit Required. Lessee shall be responsible for determining whether it is subject
to local building codes or building permit requirements, and for compliance with them to the
extent they are applicable. All structural, electrical, plumbing or mechanical construction or
reconstruction shall conform to City of Buckeye (the “City”) construction and technical codes.
No such work shall be commenced without first submitting required plans and obtaining required
permits from the City. All such work shall be permitted, inspected and approved by the City
prior to concealment or use. Lessee shall provide to Lessor a contemporaneous copy of Lessee’s
permit application and the associated plans and specifications.

7.7 Damage or Destruction. Lessee shall maintain insurance on the Premises and all
improvements and personal property located on and within the Premises. In the event that all or
any portion of the Premises is destroyed or rendered unusable, Lessee shall be entitled to replace,
repair, restore, modify or improve the Premises, subject to the provisions of Section 7.6, using
insurance proceeds together with any additional funds from other available sources, or,
alternatively, Lessee shall pay the replacement cost of the Premises to Lessor.

7.8 Fire Department Approval. Lessee shall provide for approval of the City Fire
Marshall a fire protection plan for the premises prior to commencing operations. The Fire
Marshall has provided guidance to the Lessee for the proper protection of the premises prior to
the execution of this lease. The Lessee shall maintain the approved fire protection plan
throughout the life of the lease.

8. MAINTENANCE.

8.1. Maintenance by Lessee. Lessee shall, at its sole cost and expense, keep the
Premises and all improvements therein in a neat and clean condition and in good order,
condition and repair. Lessee shall prepare, maintain and follow a preventative
maintenance schedule for all mechanical, electrical, plumbing, drain, piping and air
conditioning systems on the Premises, and, upon request, provide a copy of such schedule
to Lessor and, if required by Lessor, a list of the dates on which such maintenance was
actually done.

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8.2. | Damage to Lessor Property. Any real or personal property of Lessor damaged or
destroyed by Lessee as a result of Lessee’s use or occupancy of the Premises shall be
promptly repaired or replaced by Lessee to the satisfaction of Lessor. In lieu of such
repair or replacement, where required by Lessor, Lessee shall pay to Lessor an amount
sufficient to compensate for the loss sustained by Lessor.

8.3. Trash Removal. Lessee shall at all times keep the Premises in a neat, clean, safe,
sanitary and orderly condition and shall keep such area free of all trash and debris.
Lessee shall be responsible for all trash removal from the Premises. Such trash removal
shall be performed on a not less than weekly basis, and all trash shall be disposed of off
the Airport. Prior to its removal from the Airport, Lessee shall deposit all trash and debris
only at collection stations located on the Premises, in accordance with City Code.

8.4. Emergency Repairs. Within fifteen (15) days of the Effective Date, Lessee shall
provide Lessor with a list of names and telephone numbers for 24-hour emergency
contact for the Premises. Lessee shall promptly provide Lessor with updated lists and
changes as necessary.

9. ASSIGNMENT, SUBLETTING AND OTHER TRANSFERS.

9.1. Right to Transfer. Lessee may freely transfer, assign, encumber, pledge or
hypothecate its interest in this Lease or any right or interest hereunder, or sublet the
Premises or any part thereof, without the prior consent of Lessor; provided, however, any
assignment other than an assignment as security in conjunction with or as part of a
mortgage or deed of trust or an assignment by means of a foreclosure or trustee’s sale
thereunder shall require Lessor’s reasonable prior written consent. In the case of an
assignment (other than an assignment as security), the assignee must expressly assume in
writing all of Lessee’s obligations under this Lease, and in the case of a sublease, the
sublease shall expressly provide that it is subject to all of the terms and conditions of this
Lease. Upon an assignment of all of its interest in this Lease, the assignor shall be
released from all liability and obligation under this Lease from and after the effective date
of the assignment.

9.2. Consent Not Required. Lessee may, without Lessor’s consent, cause a Transfer to
an Affiliate (as hereinafter defined) if Lessee: (i) notifies Lessor at least thirty (30) days
prior to such transfer; (ii) delivers to Lessor, at the time of Lessee’s notice, current
financial statements of Lessee and the proposed transferee that are reasonably acceptable
to Lessor; and (iii) the transferee assumes and agrees in writing to perform Lessee’s
obligations under this Lease. For purposes of this paragraph, “Affiliate” means any
person or entity that, directly or indirectly, controls, is controlled by or is under common
control with Lessee. For purposes of this definition, “control” shall mean possessing the
power to direct or cause the direction of the management and policies of the entity by the
ownership of a majority of the voting securities of the entity.

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

9.3 Deemed Transfers. For the purposes of this Lease, a Transfer shall be deemed to
include the following: (i) if Lessee is a corporation, partnership, limited liability company, or
other legal entity, the transfer of any ownership interest in such entity resulting in a change in the
present control of such entity by the person or persons owning a majority of the ownership
interest thereof as of the date of this Lease; provided, however, if Lessee is a corporation whose
stock is traded on a nationally recognized stock exchange, the transfer of Lessee’s stock shall not
constitute a Transfer requiring Lessor’s consent; or (ii) the sale of twenty-five percent (25%) or
more in value of the assets of Lessee.

9.4 Non-Disturbance. Lessor agrees, for the benefit of all subtenants of all or any part
of the Premises, that if this Lease or Lessee’s right to possession of the Premises is terminated for
default or otherwise, all subleases of all or any part of the Premises, except any sublease to an
affiliate of Lessee, shall continue in full force and effect notwithstanding the termination as
direct leases between Lessor and the subtenants and all such subtenants upon request shall attorn
in writing to Lessor.

10. IDENTIFICATION SIGNS.

Lessee may install on the Premises, a sign or signs identifying its business, provided,
however, that the general type, size, and location of such sign(s) shall conform to Lessor’s
Comprehensive Sign Plan, be approved in writing by Lessor in advance of installation and be
subject to any signage rules, codes and/or regulations of any governmental authority.

ll. DEFAULT; TERMINATION BY LESSOR.

11.1. Events of Default. Each of the following shall constitute a material default of this
Lease by Lessee (an “Event of Default”):

11.1.1 The failure of Lessee to pay any installment of Base Rent or any other
amount due from Lessee hereunder, provided that Lessee does not cure such failure within ten
(10) business days after delivery by Lessor of a written notice of such failure.

11.1.2 The failure of Lessee to perform any of its other obligations under this
Lease, provided that Lessee does not cure such failure within thirty (30) calendar days after
delivery by Lessor of a written notice of such default; provided, however, if a cure of the default
reasonably requires more than thirty (30) calendar days to complete, then the time to cure shall
be extended so long as the cure is being diligently pursued.

11.1.3 The filing of any mechanic’s, materialmen’s or other lien or any kind
against the Premises because of any act or omission of Lessee which lien is not discharged, by
bonding or otherwise, within thirty (30) days of receipt of actual notice thereof by Lessee.

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

11.2. Lessor’s Remedies. Upon the occurrence of an Event of Default under this Lease,
Lessor may, without prejudice to any other rights and remedies available to a Lessor at
law, in equity or by statute, but subject to the provisions of Sections 9.2 and 23 herein,
exercise one or more of the following remedies, all of which shall be construed and held
to be cumulative and non-exclusive:

11.2.1 Terminate this Lease and re-enter and take possession of the Premises; or

11.2.2 Without terminating this Lease, re-enter and take possession of the
Premises and terminate Lessee’s right of access or occupancy to the Premises; or

11.2.3. Without such re-entry, recover possession of the Premises in the manner
prescribed by any statute relating to summary process, and any demand for Base Rent, re-entry
for condition broken, and any and all notices to quit, or other formalities of any nature to which
Lessee may be entitled, are hereby specifically waived to the extent permitted by law; or

11.2.4 With or without terminating this Lease, Lessor may re-let the Premises or
any portion thereof.

11.3. No Implied Termination. Lessor shall not be deemed to have terminated this
Lease unless Lessor shall have notified Lessee in writing that it has so elected to
terminate this Lease. Lessee hereby waives all claims based on Lessor’s reentering and
taking possession of the Premises or removing and storing the property of Lessee and
shall save Lessor harmless from all losses, costs or damages occasioned thereby. No such
reentry shall be considered or construed to be a forcible entry by Lessor.

11.4. Lessor’s Current Damages. Lessor is authorized to make such repairs,
refurbishments or improvements to the Premises as may be necessary for the purpose of
attempting to re-let the Premises, and the costs and expenses incurred in respect of such
repairs, redecorating, refurbishments and improvements shall be paid by Lessee to Lessor
within five (5) business days after receipt of Lessor’s statement. If Lessor exercises any
of the remedies stated above, Lessor shall be entitled to recover from Lessee all damages
incurred by Lessor by reason of the Event of Default, which shall include, without
limitation, (i) the equivalent of the amount of the Base Rent and all other payments which
would be payable under this Lease by Lessee for the remainder of the term if this Lease
were still in effect, less (ii) the net proceeds of any re-letting by Lessor after deducting all
of Lessor’s expenses in connection with such re-letting, which shall include, without
limitation, repossession costs, repairs, redecorating, refurbishments or improvements to
the Premises, brokerage commissions, attorneys’ fees, and legal expenses. Lessee shall
pay such current damages to Lessor, in the amount set forth in the preceding sentence
(hereinafter called the “Deficiency”), in monthly installments on the days on which the
Base Rent would have been payable under this Lease if this Lease were still in effect. All
amounts collected by Lessor from subtenants shall be credited against Lessor’s damages.

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

12.

11.5. Lessor’s Final Damages. At any time after an Event of Default, whether or not
Lessor shall have collected any monthly Deficiency as set forth above, Lessor shall be
entitled to recover from Lessee, and Lessee shall pay to Lessor, on demand, as final
damages for the applicable Event of Default, the sum of (a) the then present worth (at a
discount at the rate of six percent (6%) per annum) of (i) the aggregate of the Base Rent
and all other amounts to be paid by Lessee hereunder for the unexpired portion of the
term of this Lease (assuming this Lease had not been terminated), less (ii) the amount of
such loss that could have been reasonably avoided, plus (b) repossession costs, Lessor’s
expenses in connection with any attempts is may have made to re-let the Premises (which
shall include, without limitation, repairs, refurbishments or improvements to the Premises
and brokerage commissions), attorneys’ fees, legal expenses, and all other damages
incurred by Lessor as a result of such Event of Default. In determining the amount of
loss that could reasonably be provided, rents to be paid by subtenants pursuant to Section
9.4 and other reasonably projected rental income from leasing the Premises shall be taken
into account.

11.6. No Waiver by Lessor. No waiver by Lessor of any breach or default by Lessee in
the performance of its obligations under this Lease shall be deemed to be a waiver of any
subsequent default by Lessee in the performance of any of such obligations, and no
express waiver shall affect an Event of Default in a manner other than as specified in said
waiver. The consent or approval by Lessor to or of any act by Lessee requiring Lessor's
consent or approval shall not be deemed to waive or render unnecessary Lessor's consent
or approval to or of any subsequent similar acts by Lessee.

11.7. Content of Default Notice. Any default notice tendered to Lessee hereunder shall
be deemed to be sufficient if it is reasonably calculated to put Lessee on notice as to the
nature and extent of such default, and is made in accordance with Section 19 herein.

11.8. Limitation on Exercise of Termination Remedy by Lessor. Notwithstanding
anything to the contrary in Section 11.2 hereinabove, if an Event of Default occurs,

Lessor shall not have the remedy of terminating this Lease or of taking possession of the
Premises unless: (i) the Event of Default consists of a failure to pay the Base Rent or
other amounts owed to Lessor; or (ii) Lessor has no other remedy that is adequate to
protect Lessor’s interests. Other remedies that are available to Lessor include self-help
and recovery of damages and nothing in this Section 11 shall limit the exercise of any
such other remedy.

11.9. Waiver of Landlord’s Lien. Lessor hereby waives all statutory or common law
landlord’s lien rights with respect to personal property located on the Premises.

11.10. Cancellation. This Lease may be cancelled pursuant to the provisions of Arizona
Revised Statutes Section 38-511.

ASSUMPTION OF CRITICAL OPERATIONS.

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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

RESERVED
13. INDEMNIFICATION.

To the fullest extent permitted by law, Lessee hereby agrees to defend, indemnify and
hold harmless Lessor and its members, elected or appointed officials, agents, contractors,
subcontractors, boards, commissions and employees (hereinafter referred to collectively as the
“Lessor” for purposes of this Section 13) for, from and against any and all claims, causes of
action, liability, suits, litigation (including reasonable attorney’s fees and other costs of
investigation and litigation), actions, losses, damages or claims of any nature whatsoever which
arise out of or in connection with (i) any accident, injury or damages occurring within the
Premises, or (ii) any negligent act or omission of Lessee or its agents, employees, contractors, or
subcontractors (hereinafter referred to collectively as “Lessee” for purposes of this Section 13) in
connection with Lessee’s operations hereunder and which result directly or indirectly in the
injury to or death of any persons or the damage to or loss of any property, or (iii) the failure of
Lessee to comply with any provisions of this Lease. This indemnification shall exclude
responsibility for any consequential damages and for claims arising by reason of the negligent or
wrongful act of Lessor or its employees, contractors or agents.

14. ENVIRONMENTAL PROTECTION.

14.1. Definitions. Unless the context shall clearly require otherwise, the terms defined
in this section shall, for all purposes of this Lease and of any amendments, have the
meanings herein specified, with the following definitions to be equally applicable to both
the single and plural forms of any of the following:

14.1.1 Environmental Laws. The term "Environmental Laws" shall mean any
one or all of the following, as the same are amended from time to time: the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 USC § 9601 et seq.; the Resource
Conservation and Recovery Act, 42 USC § 6901, et seg.; the Toxic Substances Control Act, 15
USC § 2601 et seq.; the Safe Drinking Water Act, 42 USC § 300h ef seq.; the Clean Water Act,
33 USC § 1251 et seq.; the Clean Air Act, 42 USC §7401 et seq.; the Arizona Hazardous Waste
Management Act, A.R.S. § 49-921 et seq., the Arizona Environmental Quality Act, Title 49 of the
Arizona Revised Statutes, as amended; and all regulations thereunder and any other laws,
regulations and ordinances (whether enacted by the local, state or federal government) now in
effect or hereafter enacted that deal with the regulation or protection of the environment,
including the ambient air, ground water, surface water, and land use, including substrata land, or
that govern the use of hazardous materials, hazardous waste and hazardous substances and
petroleum products.

14.1.2 Hazardous Material. The term "Hazardous Material" shall mean any toxic
or hazardous material, substance or waste, or any pollutant or contaminant as defined or
regulated pursuant to any Environmental law and petroleum products. For purposes of this

definition, petroleum includes petroleum-based substances comprised of a complex blend of
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hydrocarbons derived from crude oil through processes of separation, conversion, upgrading and
finishing (e.g., distillate fuel oils, petroleum solvents and used oils).

14.2. Release by Lessor. Lessee is not responsible or liable for any environmental
damage of any kind or for the effects of Hazardous Material on the environment or on
any person or property, if any, which have been caused by the use of, or releases from, the
Premises prior to Lessee's occupancy of any part of the Premises. Lessee is not liable for
any claims or damages arising from environmental damage resulting or to result from
contamination of any kind existing on the site or surrounding sites prior to Lessee’s
occupancy of the Premises.

14.3 Lessee Compliance.

14.3.1 Lessee shall, at the Lessee's own expense, comply with all present and
hereafter enacted Environmental Laws, and any amendments thereto, affecting Lessee’s
operation on and property interest in the Premises during the period of Lessee's occupancy of the
Premises under this Lease.

14.3.2 Lessee shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the Airport by Lessee, its agents, employees, contractors or
invitees in violation or threatened or suspected violation of any Environmental Law. The Parties
recognize and agree that Lessee may bring on the Premises and use Hazardous Materials that are
ordinarily and customarily used in aircraft servicing and maintenance, provided that such use
shall fully comply with all applicable Environmental Laws.

14.3.3 If Lessee desires to install upon the Premises, any underground storage
tanks ("USTs"), Lessee shall submit the plans for such USTs to Lessor for prior approval and
shall comply with all applicable Environmental Laws related thereto, including Title 40, Code of
Federal Regulations, Part 280, as adopted by the State of Arizona ("Part 280"), and Lessee shall
be the owner of such USTs for statutory purposes. Installation of USTs shall comply with the
"code of practice" set forth in Part 280. Lessee is solely responsible for the design, construction,
installation, operation, monitoring, inspection, repair and maintenance of any and all USTs,
including any connected piping and/or dispensing apparatus. Lessee shall provide to Lessor a
copy of the Arizona Department of Environmental Quality Notification of Underground Storage
Tank Registration that Lessee submits to the state. All USTs shall meet or exceed the tank
performance standard for USTs installed after December 22, 1998, including corrosion
protection, leak detection and spill/overflow protection. Any UST that stores flammable and
combustible liquids shall meet the provisions of NFPA 30, Flammable and Combustible Liquids
Code. Records demonstrating compliance with release detection requirements, including product
inventories, calibration and maintenance, sampling, tightness testing and any other records, fees
and taxes required by the state or federal governments shall be the responsibility of Lessee.
Upon the expiration of this Lease, Lessee shall remove all USTs in compliance with all UST
closure requirements under all applicable Environmental Laws in effect at that time unless

otherwise allowed by Lessor.
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City of Buckeye Property Lease Agreement (SPUR-N-ROTOR, INC.) January 1, 2019

14.4 Indemnification. To the fullest extent permitted by law, Lessee shall indemnify,
defend (with counsel reasonably acceptable to Lessor), protect and hold harmless Lessor and its
employees and agents for, from and against any and all liability, loss, damage, expense, penalties
and legal and investigation fees or costs, arising from or related to any claim or action for injury,
liability, or damage to persons or property and any and all claims or actions brought by any
person, entity or governmental body, alleging or arising in connection with contamination of the
environment or violation of any Environmental Law or other statute, ordinance, rule, regulation,
judgment or order of any government or judicial entity which are incurred or assessed as a result
of any of Lessee's activities or operations on or discharged on or from the Premises during the
Term of this Lease. This obligation includes, but is not limited to, all costs and expenses related
to cleaning up the property, land, soil and underground or surface water as required under the
law. Lessee's obligations and liabilities under this Section 14.4 shall survive the termination of
this Lease. The indemnification of Lessor by Lessee as described above includes, without
limitation, costs incurred in connection with any investigation of site conditions or any cleanup,
remedial, removal or restoration work required by any federal, state or local governmental
agency or political subdivision because of Hazardous Material located on the property or present
in the soil

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