First Amendment to Lease Agreement With Heli Carrier.pdf
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FIRST AMENDMENT TO AIRPORT PROPERTY LEASE AGREEMENT This First Amendment to Airport Property Lease Agreement (the “Amendment”) is made effective the ___ day of _______________, 2025, by and between Heli Carrier USA, LLC, an Arizona limited liability company authorized to do business in the State of Arizona (“Heli Carrier”), and the City of Buckeye, a municipal corporation of the State of Arizona (“City”). Heli Carrier and the City are sometimes referred to individually as the “Party” and collectively the “Parties”. RECITALS Effective January 1, 2019, Spur-N-Rotor, Inc., a Nevada corporation (“Spur N Rotor”) and the City entered into that certain Airport Property Lease Agreement (the “Lease”), for approximately 4,117 square feet of hangar space (the “Premises”) located at the Buckeye Municipal Airport, 3000 South Palo Verde Road, which Property is more particularly described in the Lease. Effective January 5, 2021, with the City’s consent, Spur N Rotor subsequently assigned the Lease to Heli Carrier. The initial term (duration) of the Lease is 5 years, with an option to renew for two additional periods of 2 years each. On or near June 10, 2025, Heli Carrier submitted a request to exercise its option to extend the Lease for 2 years, pursuant to Section 2.2 of the Lease. The Parties desire to retroactively extend the Lease for a period of two (2) years, effective commencing January 1, 2024, through December 31, 2025. Further, Heli Carrier and the City desire to modify the Lease as set forth below. AGREEMENTS NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by Heli Carrier and the City, the City and Heli Carrier amend the Lease as follows: 1. Lease Term. Pursuant to Section 2.2 of the Lease, “Renewal Term,” the Lease is and shall be extended for an additional Term of two (2) years, commencing effective January 1, 2024, and continuing through December 31, 2025. For avoidance of doubt, Heli Carrier shall have one additional option to extend the Lease for a 2-year period, subject to the notification requirements set forth in Section 2.2 of the Lease. 2. Environmental Assessments. Section 14.11.2 of the Lease is deleted and replaced with the following: 14.11.2 Within thirty (30) calendar days immediately preceding the expiration of this Lease or within thirty (30) calendar days of any earlier termination of the Lease, Lessee shall: a. Deliver to Lessor: (i) a Phase I environmental site assessment that conforms to the standards set forth in 42 USC § 9601(35)(B), as amended by Pub. L. 107-118 (Jan. 11, 2002), section 223(2), and as may be further amended, and any regulations thereunder; and (ii) an environmental compliance audit assessing the status of regulatory compliance of the Premises and all operations and activities thereon; both prepared by a qualified engineer licensed by the State of Arizona; and b. In the event Lessee installs upon the Premises any USTs, perform or cause to be performed a Site Characterization of the Premises in the event there is evidence that there has been or may be a leak or Release of the UST contents; and If either the assessment described in Section 14.11.2a (i) above or the Site Characterization described in Section 14.11.2a (ii) above identifies any "recognized environmental condition" or any other condition indicating a known or potential liability, including, but not limited to, a known or potential violation of any Environmental Law or a past, present, or material threat of a future release of a hazardous substance or a petroleum product into the environment, Lessor reserves the right, at Lessor's sole discretion, to require Lessee to conduct, at Lessee’s sole expense and with a scope of work subject to Lessor's approval, further reasonable investigations and reasonable remediation. THE PROVISIONS OF THIS SECTION 14.11.2 ARE FOR THE BENEFIT OF THE CITY, AND MAY BE WAIVED IN WHOLE OR IN PART BY THE CITY IN ITS SOLE DISCRETION UPON LESSEE’S WRITTEN NOTICE REQUESTING SUCH WAIVER NOT LATER THAN NINETY (90) CALENDAR DAYS PRECEDING THE EXPIRATION OF THIS LEASE OR WITHIN SIXTY (60) CALENDAR DAYS OF ANY EARLIER TERMINATION OF THIS LEASE. _______________ Lessee Initials (Heli Carrier) 3. Notices. Section 20.1 of the Lease is deleted and replaced with the following: 20.1 All notices required or permitted under this Lease 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: TO LESSOR: City of Buckeye City Manager 530 East Monroe Avenue Buckeye AZ 85326 With a copy to: City of Buckeye City Attorney 530 East Monroe Avenue Buckeye AZ 85326 TO LESSEE: Heli Carrier USA, LLC Attn: Fred Carrier 20694 West Western Drive Buckeye AZ 85395 Tel. 623.693.8030 20.2 Any notice shall be deemed to have been received three (3) days after the date of mailing, if given by certified mail, or upon actual receipt if personally delivered or if given by commercial overnight courier service. Any Party may designate in writing a different address for notices purposes pursuant to this Section. 4. Broker. Heli Carrier and the City warrant and represent to each other that they have not worked with any real estate brokers, agents, commission salesman, or other persons in the negotiations for and procurement of this Amendment, and that no commissions, fees or compensation of any kind are due and payable in connection herewith to any real estate broker, agent, commission salesman or other person. Heli Carrier and the City agree to indemnify, defend, and hold each other harmless from and against any claim for any such commissions, fees or other form of compensation of any such real estate broker, agent, commission salesman or other person with which the indemnifying party is claimed to have had dealings, including, without limitation, any and all claims, causes of action, damages, costs and expenses (including reasonable attorneys’ fees), associated therewith. 5. No Waiver. No waiver by a Party of any breach by the other Party of any provision of this Amendment shall in any way be construed to be a waiver of any future or subsequent breach by the Party or bar the right of that Party to insist on strict performance by the other Party of any provisions of this Amendment in the future. 6. Terms. Any capitalized terms used herein shall have the same meaning given them in the Lease unless specifically defined otherwise herein. 7. Ratification. In all other respects, the Lease shall continue in full force and effect, unmodified except to the extent provided herein, and Heli Carrier and the City hereby RATIFY and AFFIRM the same. In the event of a conflict between the provisions of this Amendment and the provisions of the Lease, the provisions of this Amendment shall control. 8. Counterparts. This Amendment may be executed and delivered in one or more counterparts. This Amendment shall have no force or effect until and unless both parties execute this Amendment and said fully executed Amendment, in counterparts or as a mutually executed single document, is delivered to both parties. 9. Governing Law. This Amendment 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 Amendment 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 Amendment. 10. No Presumption. Heli Carrier and the City acknowledge and agree that this Amendment was negotiated by Heli Carrier and the City, that this Amendment shall be interpreted as if it were drafted jointly by Heli Carrier and the City, and, that neither this Amendment, nor any provision within this Amendment, shall be construed against any Party or its attorney because this Amendment was drafted in full or in part by either Heli Carrier or the City or their respective attorneys. 11. Unenforceability. If any term or provision of this Amendment or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Amendment, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Amendment shall be valid and shall be enforced to the fullest extent permitted by law. IN WITNESS WHEREOF, Heli Carrier and the City have executed this Amendment as of the day and year first set forth above. HELI CARRIER: HELI CARRIER USA, LLC, an Arizona limited liability company by: Printed Name: Title: CITY: CITY OF BUCKEYE by: Doug Sandstrom Member Fred Carrier City Manager ATTEST: by: Lucinda J. Aja City Clerk APPROVED AS TO FORM: by: K. Scott McCoy City Attorney