Assignment_and_Assumption_of_Airport_Property_Lease_Agreement__smf_rev_06.26.25_v2_stg.pdf
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ASSIGNMENT AND ASSUMPTION OF AIRPORT PROPERTY LEASE AGREEMENT This ASSIGNMENT AND ASSUMPTION OF AIRPORT PROPERTY LEASE AGREEMENT (“Agreement”) is executed and effective the ___ day of _______________, 2025 (the “Effective Date”) by and between Heli Carrier USA, LLC, an Arizona limited liability company (“Assignor”) and Spur-N-Rotor, Inc., a Nevada corporation (“Assignee”), with the consent of the City Buckeye, an Arizona municipal corporation (“City”). Assignor and Assignee may be referred to collectively as the “Parties,” and each separately may be referred to as a “Party.” RECITALS WHEREAS, Spur N Rotor, Inc., as “Lessee” and the City as “Lessor,” entered into that certain five (5) year Airport Property Lease Agreement dated January 1, 2019, subsequently assigned to Heli Carrier USA, LLC, on January 5, 2021, and First Amendment to the Airport Property Lease Agreement dated September 16, 2025 (the “Lease Agreement”), which Lease Agreement is incorporated herein and made a part hereof by this reference; and, WHEREAS, under the terms of the Lease Agreement, Lessor agreed to lease to Assignor 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 (the “Premises”); and, WHEREAS, Assignor desires to assign all of its right, title and interest in the Lease Agreement to Assignee, and Assignee desires to assume all of Assignor’s obligations under the Lease Agreement (the “Assignment”); and, WHEREAS, Paragraph 9 of the Lease Agreement, entitled “Assignment, Subletting and other Transfers” provides the requirements, limitations, restrictions and obligations of Assignor for any assignment of the Lease Agreement; and, WHEREAS, Paragraph 9.1 of the Lease Agreement requires the written consent of Lessor to any assignment of the Lease Agreement, other than an assignment as security; and, WHEREAS, Lessor, at the request of Assignor, has consented to Assignor’s Assignment of the Lease Agreement to Assignee, which consent is attached hereto and made a part hereof. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: AGREEMENT 1. Recitals. The Recitals set forth herein are acknowledged by the Parties to be true and correct and are incorporated herein by this reference. 2. Assignment. Assignor hereby assigns to Assignee all of its right, title and interest in and to the Lease Agreement, including any and all prepaids and other rights or entitlements of Assignor under the Lease Agreement, subject to all of the terms, covenants, conditions and provisions of the Lease Agreement. 3. Assumption. From and after the Effective Date hereof, Assignee hereby assumes, covenants and agrees to keep and perform each and every obligation of Assignor under the Lease Agreement, including, but not limited to, any accrued obligations at the time of the Effective Date of this Agreement, and that the same is made by Assignee for the express benefit of Lessor as a third-party beneficiary hereof. Assignee agrees to be bound by each and every provision of the Lease Agreement as if it had executed the same. Upon City’s request, Assignee shall submit a Notice of Lessee Intention to Join or Reject NPDES Co-Permittee Status in accordance with Section 14.10 of the Lease Agreement. 4. Assignor's Representations and Warranties. Assignor represents and warrants to Assignee that as of the Effective Date: (a) The Lease Agreement is in full force and effect, unmodified except as provided in this Agreement; (b) Assignor's interest in the Lease Agreement is free and clear of any liens, encumbrances or adverse interests of third parties; (c) Assignor possesses the requisite legal authority to assign its interest in the Lease Agreement as provided herein. (d) There are no sums due and owing by Assignor under the Lease Agreement as of the effective date hereof, and there exists no condition of default thereunder. (e) Assignor has obtained the written consent to this Agreement from any lender or mortgage holder with any interest in this Agreement, the Lease Agreement and/or Premises, if any. (f) Assignor is a duly formed and valid limited liability company organized under the laws of the State of Arizona, is authorized to transact business within the State of Arizona and has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby. The execution, · delivery, consummation, and performance of this Agreement has been duly authorized and approved by all necessary actions of Assignor's members. This Agreement is a valid and binding obligation of Assignor enforceable against Assignor in accordance with its terms. 5. Assignee's Representations and Warranties. Assignee represents and warrants to Assignor that as of the Effective Date: (a) Assignee acknowledges it has had the opportunity to complete all investigation and due diligence and is satisfied with assuming all obligations under this Agreement. (b) Assignee is a duly formed and valid corporation organized under the laws of the State of Nevada, is authorized to transact business within the State of Arizona and has all requisite power and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, consummation, and performance of this Agreement has been duly authorized and approved by all necessary actions of Assignee's officers. This Agreement is a valid and binding obligation of Assignee enforceable against Assignor in accordance with its terms. (c) Assignee has obtained the written consent to this Agreement from any lender or mortgage holder with any interest in this Agreement, the Lease Agreement and/or Premises, if any. 6. Indemnification. Assignor agrees to indemnify, defend and hold harmless Assignee from any and all claims, demands and debts due under the Lease Agreement prior to the Effective Date of this Agreement and Assignee agrees to indemnify, defend and hold harmless Assignor from any and all claims, demands and debts which may become due under the Lease Agreement on or after the Effective Date of this Agreement. 7. Release. Assignee releases, waives, discharges and covenants not to sue the City and any of its employees, officials, officers, or assigns, for any loss, costs, or damages, of every kind and description, including, but not limited to, attorneys' fee and/or litigation expenses, on account of injury to the person or property of the Assignee related in any way to this Agreement, whether caused by any act or omission of the City or otherwise. 8. Entire Agreement. This Agreement embodies the entire understanding of the Parties hereto and there are no other agreements or understandings written or oral in effect between the Parties relating to the subject matter hereof unless expressly referred to by reference herein. This Agreement may be amended or modified only by an instrument of equal formality signed by the Parties or their duly authorized agents and with written consent by the City. 9. Assignment Prohibited. Neither this Agreement, nor any interest in or claim under this Agreement shall be assigned or otherwise transferred by either Party to another person or entity without the prior written consent of the other Party and the City. 10. Governing Law. This Agreement shall be deemed to be made under, shall be construed in accordance with, and shall be governed by the internal, substantive laws of the State of Arizona (without reference to conflict of law principles). Any action brought to interpret, enforce or construe any provision of this Agreement shall be commenced and maintained in the Superior Court of the State of Arizona in and for the County of Maricopa (or, as may be appropriate, in the Justice Courts of Maricopa County, Arizona, or in the United States District Court for the District of Arizona, if, but only if, the Superior Court lacks or declines jurisdiction over such action). The Parties irrevocably consent to jurisdiction and venue in such courts for such purposes and agree not to seek transfer or removal of any action commenced in accordance with the terms of this Agreement. 11. No Waiver. The failure of either Party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Severability. If any one or more of the provisions of this Agreement is found to be illegal or unenforceable, then notwithstanding same, this Agreement shall remain in full force and effect, and such term or provision shall be deemed severed. 13. Successors and Assigns. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. 14. Attorneys' Fees. In the event of a dispute arising under this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees. 15. Advice of Counsel. Each Party agrees that it is signing this Agreement of their own free will, after consideration with counsel or an opportunity to seek the assistance of counsel such that no presumptions of interpretation shall apply. 16. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronically scanned signatures shall be deemed the same as originals. 17. Notices. All notices required or permitted under this Agreement and the Lease Agreement shall not be effective unless personally delivered or mailed by certified mail, return receipt requested, postage prepaid, or by reputable commercial overnight courier service, to the following addresses: If to Assignor: Heli Carrier USA, LLC 4454 E Mallory Cir Ste 101 Mesa AZ 85215Attn: Fred Carrier, Member fcarrier@helicarrier.com With a copy to: City of Buckeye 530 East Monroe Avenue Buckeye,Arizon a 85326 Telephone: 623-349-6910 Attn: City Manager And a copy to: City of Buckeye 530 East Monroe Avenue Buckeye, Arizona 85326 K. Scott McCoy, City Attorney City of Buckeye 530 East Monroe Avenue Buckeye, Arizona 85326 Scott Gray, Airport Director If to Assignee: Spur N Rotor, Inc. 20694 West Western Drive Buckeye,Arizon a 85395 Telephone: 623- 693-8030 Attn.: Aaron Lighter, Member Any notice shall be deemed to have been received two (2) days after the date of mailing, if given by certified mail, or upon actual receipt if personally delivered or if given by reputable commercial overnight courier service. Any Party may designate in writing a different address for notice purposes pursuant to this Section. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first written above. ASSIGN0R: HELI CARRIER USA, LLC, an Arizona limited liability company by: ) ) ss. Fred Carrier, Member STATE OF Arizona COUNTY OF Maricopa ) On this day of , 2025, before me personally appeared Fred Carrier, Member of HELI CARRIER USA, LLC, whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and Fred Carrier Sept. 17 acknowledged that he signed the Assignment and Assumption of Airport Property Lease Agreement on behalf of HELI CARRIER USA, LLC. I certify under penalty of perjury under the laws of the State of that the foregoing paragraph is true and correct. (Seal and Expiration Date) Notary Public in and for the State of ASSIGNEE: SPUR-N-ROTOR, INC, a Nevada corporation by: Aaron Lighter, President STATE OF ) ) ss. COUNTY OF ) On this day of , 2025, before me personally appeared Aaron Lighter, President of SPUR-N-ROTOR, INC., whose identity was proven to me on the basis of satisfactory evidence to be the person who he claims to be, and acknowledged that he signed the Assignment and Assumption of Airport Property Lease Agreement on behalf of SPUR-N-ROTOR, INC. I certify under penalty of perjury under the laws of the State of that the foregoing paragraph is true and correct. (Seal and Expiration Date) Notary Public in and for the State of Arizona Arizona Maricopa Arizona Aaron Lighter Lizette Castaneda-Arroyo Lizette Castaneda-Arroyo 17 Sept. Online Notary Public. Notarization facilitated by SIGNiX® Online Notary Public. Notarization facilitated by SIGNiX® CITY’S CONSENT TO ASSIGNMENT OF AIRPORT PROPERTY LEASE AGREEMENT The CITY OF BUCKEYE (the “City”) expressly consents to the Assignment of that certain Airport Property Lease Agreement dated January 1, 2019, between Heli Carrier USA, LLC, an Arizona limited liability company (“Assignor”) and Spur-N-Rotor, Inc., a Nevada Corporation (“Assignee”) pursuant to Paragraph 9 of the Lease Agreement. Pursuant to Paragraph 9.1, the City hereby expressly consents to the Assignment of all Assignor’s interest in the Lease Agreement to Assignee, which Assignment releases Assignor from all liability and obligation under the Lease Agreement from and after the effective date of the Assignment. DATED this day of , 2025. CITY OF BUCKEYE, an Arizona municipal corporation by: Eric W. Orsborn, Mayor ATTEST: by: Lucinda J. Aja City Clerk APPROVED AS TO FORM: by: K. Scott McCoy City Attorney