HomeMy WebLinkAboutResolution 99-075 pre-annexation development agreement with pima aviationMARANA RESOLUTION NO. 99-75
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA,
ENTERING INTO A PRE-ANNEXATION AND DEVELOPMENT AGREEMENT WITH PIMA
AVIATION, INC. RELATING TO THE AVRA VALLEY AIRPORT.
WHEREAS, the Town is seeking the annexation of land which includes that property in the
area known as the Avra Valley Airport, and as part of the annexation the cooperation of Pima
Aviation, Inc. is necessary; and
WHEREAS, Pima Aviation, Inc. is in favor of the annexation, but also desires to enter into
various other agreements in order to provide for the expansion of the airport.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Marana, Arizona that the Pre-annexation and Development Agreement between the Town of Marana
and Pima Aviation, Inc., attached hereto, is hereby approved, the Mayor is directed to sign the
Agreement, and staff is directed to complete all actions necessary to comply with the Agreement.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
day of July, 1999.
Mayo~'-~'~~S~TON, JR.
ATTEST:
APPROVED AS TO FORM:
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Daniel J. Hochuli
As Town Attorney not personally
No. 99-75 Page 1 of 1
F. ANN RODP,.IGUE;'- RECORDER
RECORDED BY: O.
DEPUTY RECORDER
1951 ROOD
REZMS
EZ MESSENGER ATTORNEY SERVICE
EZ-RAVEN
When Recorded Return to:
Anne C. Graham-Bergin
Raven & Kirschner, P.C.
1 S. Church, Suite 1600
Tucson, AZ 85701
DOCKET: 11195
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PA' 1154
NO. ,JF PAGES: 18
SEQUENCE: 19992410317
12/16/1999
ANNEX 15:50
PICKUP
AMOUNT PAID
$
22.00
PRE-ANNEXATION AND
DEVELOPMENT AGREEMENT
TOWN OF MARANA, ARIZONA
AND
PIMA AVIATION, INC.
.s.
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TABLE OF CONTENTS:
1. Airport Manager. ........................................................ 2
2. Airport Overlay Zone. ....................................................2
3. Airport Advisory Committee. .............................................. 2
4. Future Land Acquisitions by Town. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
5. Southeast Parcel. ........................................................ 3
6. Town Administrative Facilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. FBO Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
8. Name of Airport. ........................................................ 3
9. Agreement to Annexation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
10. Audit Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
11. Warranties, Representations, Indemnities and Covenants. ........................ 4
11.1 Survival of Representations and Warranties. ...................... 4
11.2 Representations, Warranties, and Covenants of the Town. ............4
11.3 Representations and Warranties of PAL ..........................5
11.4 Reciprocal Indemnities. .........................'.............. 5
11.5 P AI Indemnification. ......................................... 6
12. General Provisions. ...................................................... 6
12.1
12.2
12.3
12.4
12.5
12.6
12.7
12.8
12.9
12.10
12.11
12.12
12.13
12.14
12.15
12.16
12.17
12.18
12.19
12.20
12.21
Recitals Incorporated. ........................................ 6
Headings. .................................................. 6
Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Entire Agreement. ........................................... 6
Further Acts. ............................................... 6
Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Amendments. ., . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Time of Essence. ............................................ 7
Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Assignment. ...... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Term. ..................................................... 7
Notices. ................................................... 7
Default; Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Force Majeure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Attorneys' Fees. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Governing La"v. .............................................9
Cooperation in the Event of Legal Challenge. . . . . . . . . . . . . . . . . . . . . . . 9
Severability. .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
No Partnership. ............................................ 10
Counterparts. .............................................. 10
Compliance with State LaViS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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PRE-ANNEXATION AND DEVELOPMENT AGREEMENT
This Development and Annexation Agreement (the "Agreement") dated the 6th day of June,
1999 (the "Effective Date") is entered into by and between the TOWN OF MARANA, an Arizona
municipal corporation (the "Town"), and PIMA A VIATION, INC., an Arizona corporation ("P AI").
RECITALS:
The Town is in the process of acquiring ownership of certain real property contained as an
"island" within its boundaries which is presently owned by Pima County and the State of Arizona
and commonly referred to as the Avra Valley Airport (the "Airport"). The real property which
comprises the Airport (the "Property") is more particularly described in Exhibit "A" hereto.
Simu1tan~ously with this acquisition, the Town is in the process of annexing certain property which
comprises an the "island" referred to above (the "Annexation Area") more particularly described in
Exhibit "B" hereto. The Airport Property represents the major portion, but not all, of the Annexation
Area.
P AI is presently the iessee of various portions of the Property pursuant to pre-existing leases
with Pima County. P AI intends to lease an additional portion of the Property (the "73 Acre Parcel")
from Pima County prior to the Town's acquisition of ownership, for the purpose of development and
sublease to end users. The parties contemplate the assignment to the Town of the landlord's interest
in all leases between P AI and Pima County at the time of transfer of ownership of the Property to
the Town (the "Existing Leases").
P AI is willing to agree to the annexation of the Annexation Area provided it receives
appropriate assurances that it will be able to derive the expected benefits from the Existing Leases
and will be able to accomplish its development objectives for the 73 Acre Parcel.
The Town has determined that its economic development objectives will be facilitated by
development of additional portions of the Airport in a coordinated manner, and has therefore decided
to put out for public bid the lease of an additional 37 acre portion of the Property (the "Southeast
Parcel"), as more particularly described hereinafter.
The Town and P AI are entering into this Agreement pursuant to the provisions of A.R.S. S 9-
500.05 in order to facilitate the development of the Property by providing for, among other things:
(i) the permitted uses ofthe Property; (ii) the phasing over time ofthe construction or development
on the Property; (iii) conditions, terms, restrictions and requirements for public infrastructure and
the financing of public infrastructure; (iv) other matters related to the development of the Property.
The Town and PAl acknowledge that the development of the Property pursuant to this
Agreement will result in significant planning and economic benefits to the Town by: (i) requiring
the development of the Property to be consistent with the Town's general plan and economic
development goals; (ii) increasing tax and other revenues to the Town based on revenues from
improvements already existing or to be constructed on the Property; and (iii) creating employment
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opportunities through the development of the Property and through new commercial, industrial and
governmental uses to be located on the Property.
The Mayor and Council of the Town have authorized the execution of this Agreement by
Resolution No. 99-75.
AGREEMENT
Now, therefore, in consideration of the promises and the mutual obligations contained herein,
the Town and the P AI agree as follows:
1. Airport Manager.
The Town shall proceed expeditiously to locate and hire an Airport Manager for the Airport.
The Airport Manager shall be a full time employee or contractor of the Town with no job duties
other than those related to management of the Airport on behalf of the Town, consistent with the
provisions of any leases in effect with respect to the Property. The Town shall afford PAl reasonable
opportunity to participate in the selection process for the Airport Manager and to provide input with
respect thereto prior to a final decision.
2. AirlJort Overlav Zone.
It is the intent of the parties that the Airport and its environs be governed by appropriate
overlay zoning regulations within the meaning of A.R.S. S 9-462.0 I.D. and A.R.S. Title 28, Article
7. To accomplish this objective, the Town shall, as soon as practical following the full transfer of
the Airport and FAA sponsorship to the Town, commence preparation of such a zoning regulation.
3. Airport Advisory Committee.
The Town shall establish an Airport Advisory Committee that shall act in an advisory
capacity to the Airport Manager and the Town Mayor and Council. The Town shall consult with the
Committee in the preparation of the Airport zoning regulation referred to above, on any updates of
the Airport Master Plan and on other significant administrative and policy issues arising in the future.
The Town shall afford PAl reasonable opportunity to participate in the work of the Committee.
4.
Future Land Acquisitions bv Town.
The parties acknowledge that future development of the Airport will require the Town to
lease, purchase, and otherwise acquire additional property from the State of Arizona and other
parties. In such an event, PAl agrees that it will not bid against the Town, purchase on its own
accord, or in any other way interfere with the Town's acquisition of such additional land. This
section will apply only to property which the Town intends to use to improve or expand the Airport,
and will not apply to land surrounding the Airport unless such land is to be included in the Property
or used to directly benefit the Property.
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5. Southeast Parcel.
The Town has determined that leasing of a portion of the Property located in the Southeast
quadrant of the Airport (the "Southeast Parcel"), as shown on Exhibit "C," is necessary and proper
to carry out the economic development purposes of the Town within the meaning of A.R.S. ~ 9-241.
As soon as practical after the full transfer of the Airport and FAA sponsorship to the Town, but in
no event later than two (2) years after such transfer, the Town, pursuant to its authority under A.R.S.
S 9-241, shall issue a Request for Proposals ("RFP") soliciting bids for lease of the Southeast Parcel.
The lease agreement with the successful bidder shall meet the criteria set forth in A.R.S. S 28-8425,
subsections A.I, 2, 3 and 4. The RFP documents shall reflect that the lease documents for the
Southeast Parcel will be substantially the same as the lease documents for the seventy three (73) acre
parcel already leased to P AI.
6. Town Administrative Facilities.
P AI shall provide, at no cost to the Town, an office for the Airport manager and a hangar for
Town use. The size, location and other particulars of these facilities shall be detennined by mutual
agreement of the parties.
7. FBO Lease.
The lease dated November 2, 1981 covering the parcel on which PAl's current fixed base
operation is located (the "FBO Lease"), which is due to expire on October 31,2006, contains three
errors which should be corrected. The parties agree that the FBO Lease shall be amended within six
(6) months following the full transfer of the Airport and FAA sponsorship to the Town, in order to
make the following changes:
a. Amendment oflegal description ofleased land to exclude the northern portion which
cannot be used due to proximity to runway and add the western portion now occupied
by fuel facility and Custom Air building.
b. Change rent escalator formula from Boeckh Index to CPI.
c. Amend language regarding fuel flowage fee to express it in cents per gallon.
The Town further agrees to issue an RFP for a twenty-five (25) year extension of the FBO
Lease as soon as practical and legally permissible following the full transfer of the Airport and FAA
sponsorship to the Town, whereupon P AI and the Town will enter into good faith negotiations to
extend the FBO Lease under terms and conditions similar to those contained in the lease to P AI of
the seventy three (73) acre parcel.
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8.
Name of Airport.
The official name ofthe Airport shall be any name selected by the Town Mayor and Council.
Any other call designations shall be decided by the mutual agreement of the FBO(s) and the Airport
Manager.
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9. A2:reement to Annexation.
At any time during the term of this Agreement, within ten (10) days of request by the Town,
P AI shall execute and deliver to the Town signed annexation petitions for all property owned or
controlled by it, or any other entity in which the principals of P AI have any interest, within the
Annexation Area.
10. Audit Claims.
The parties acknowledge that Pima County has previously asserted various claims, primarily
of a monetary nature, against P AI arising out of a County audit of the Existing Leases and that P AI
has denied the validity of such claims. The Town hereby waives and releases P AI, its shareholders,
officers, directors, employees, agents, contractors and all claims, damages, liabilities, costs, expenses
and obligations arising out of or in connection with such audit.
11. Warranties. Representations. Indemnities and Covenants.
11.1 Survival of Representations and Warranties. The representations and warranties
made in this Agreement shall survive the completion of the Annexation and the
performance by the respective parties of their other obligations set forth in this
Agreement.
11.2 Representations. Warranties. and Covenants ofthe Town. The Town represents and
warrants to, and covenants with, P AI as follows:
11.2.1 The Town is duly organized, validly existing, and in good standing under the
laws of the State of Arizona, and has full power, authority and legal right to
execute and deliver this Agreement and to perform the obligations and terms
and provisions of this Agreement and all other instruments and proceedings
contemplated hereunder. This Agreement has been duly authorized, executed
and delivered by the Town, and constitutes the valid and binding obligation
of the Town enforceable against it in accordance with its respective terms.
11.2.2 There are no judgments, liens, suits, actions or proceedings pending against
the Town that preclude the actions contemplated hereby or that are
challenging or attempting to preclude or set aside the actions contemplated
hereby or any of the terms, conditions or provisions of this Agreement.
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11.2.3 There are no existing, pending or anticipated condemnation or similar
proceedings against or involving the Property, or any part thereof.
11.2.4 The Town has not received, nor is aware of, any notifications, restrictions, or
stipulations from the United States of America, the State of Arizona, or any
political subdivision or agency thereof, threatening the use of the Property,
and there are no pending or, to the best of the Town's actual knowledge,
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without inquiry or any duty to make such inquiry, threatened actions or
claims affecting any portion of the Property.
11.2.5 The Town has complied or will timely comply with all applicable laws and
has taken or will take all necessary steps, including without limitation the
holding of all required public hearings, to enter into this Agreement and to
obligate the Town hereunder. This Agreement complies in all ways with the
Town Code and the ordinance and rules of the Town.
11.3 Representations and Warranties of PAL PAl represents and warrants to, and
covenants with, the Town as follows:
11.3 .1 PAl is duly organized, validly existing, and in good standing under the laws
of the State of Arizona, and has full power, authority and legal right to
execute and deliver this Agreement and to perform the obligations and terms
and provisions of this Agreement and all other instruments and proceedings
contemplated hereunder. This Agreement has been duly authorized, executed
and delivered by P AI, and constitutes the valid and binding obligation ofP AI
enforceable against it in accordance with its respective terms.
11.3'.2 There are no judgments, liens, suits, actions or proceedings pending against
PAl that preclude the actions contemplated hereby or that are challenging or
attempting to preclude or set aside the actions contemplated hereby or any of
the terms, conditions or provisions of this Agreement.
11.3.3 PAl has not received, nor is aware of, any notifications, restrictions, or
stipulations from the United States of America, the State of Arizona, or any
political subdivision or agency thereof, threatening the use of the Property,
and there are no pending or, to the best of PAl's actual knowledge, without
inquiry or any duty to make such inquiry, threatened actions or claims
affecting any portion of the Property.
11.3 .4 PAl has complied or will timely comply with all applicable laws and has
taken or will take all necessary steps, including without limitation the holding
of all required directors' meetings, to enter into this Agreement and to
obligate PAl hereunder. This Agreement complies in all ways with all
articles, resolutions, bylaws, and other rules and regulations relating to PAL
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11.4 Reciprocal Indemnities. Each party hereto shall indemnify, defend and hold harmless
the other in the event of any damage or loss to the other as a consequence or result
of any negligent or intentional act or failure to act on the part of the indemnifying
party (the "Indemnitor") with respect to this Agreement. In the event of any such
claim or potential claim, the indemnified party (the "Indemnitee") shall give written
notice to the Indemnitor referencing this Agreement and specifying the claim or
potential claim and the injury or potential injury or the loss or potential loss which
relates to the Property and/or this Agreement and for which the Indemnitor is liable
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in accordance herewith. Upon receipt of such notice and provided this Paragraph
applies, the Indemnitor shall become obligated to assume the defense of the claim or
potential claim and to protect, defend and save the Indemnitee harmless of and from
any such claim, loss or damage.
11.5 P AI Indemnification. Without limiting the foregoing, PAl shall indemnify the Town,
its officers, departments, employees and agents, and hold them harmless from for and
against any liability, loss, damage, cost, expense, or obligation in connection with any
claim by a third party that the settlement of the Pima County Litigation and/or the
terms of this Agreement did not comply with applicable legal requirements. In the
event of any such claim or potential claim, the Town shall give written notice to PAl
referencing this Agreement and specifying the claim or potential claim. Upon receipt
of such notice, P AI shall become obligated to assume the defense of the claim or .
potential claim and to protect, defend and save the Town harmless therefrom.
12. General Provisions.
12.1 Recitals Inco:r:porated. The recitals set forth above are accepted by the parties to be
true and correct and are incorporated herein by this reference.
12.2 Headings. The descriptive headings of the sections of this Agreement are inserted
for convenience only and shall not control or affect the meaning or construction of
any of the Agreement's provisions.
12.3 Exhibits. Any Exhibit attached to this Agreement shall be deemed to have been
incorporated in this Agreement by this reference with the same force and effect as if
it were fully set forth in the body of the Agreement.
12.4 Entire Agreement. This Agreement and the attached Exhibits constitute the entire
agreement between the parties pertaining to specific matters dealt with herein. All
prior and contemporaneous agreements, representations and understandings of the
parties, oral or written, pertaining thereto are superseded and merged in this
Agreement.
12.5 Further Acts. Each of the parties to this Agreement shall promptly and expeditiously
execute and deliver all of such documents and perform all of such acts as reasonably
necessary, from time to time, to carry out the matters contemplated by this
Agreement.
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12.6 Recordation. This Agreement shall be recorded in its entirety in the official records
of Pima County, Arizona not later than ten (10) days after this Agreement is executed
by the Town and PAL
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12.7 Amendments. No change or addition is to be made to this Agreement except by a
written amendment executed by the Town and PAL Within ten (10) days after any
amendment to this Agreement, such amendment shall be recorded in the official
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records of Pima County, Arizona. The parties agree to conduct a review of the
Agreement annually on the anniversary of the Effective Date for the purpose of
identifying mutually acceptable, necessary or desirable changes to the Agreement.
12.8 Time of Essence. Time is of the essence of this Agreement.
12.9 Successors and Assil!ns. Subject to the provisions of this Section, all of the
provisions of this Agreement shall inure to the benefit of and be binding upon
successors and assigns of the parties to this Agreement pursuant to A.R.S. S 9-
500.05(D).
12.10 Assil!nment. P AI may assign all or a portion of its rights and obligations under this
Agreement, provided:
a. The assignment is to a person or entity that has acquired all or any of the
interests ofP AI in the Existing Leases, the lease for the 73 Acre Parcel or the
lease for the Southeast Parcel; and
b. The assignment is by written instrument, expressly assigning such rights and
obligations, recorded in the official records of Pima County, Arizona; and
c. P AI has provided prior written notice of the assignment to the Town and the
Town has approved the assignment in writing, such approval not to be
umeasonably withheld.
12.10.1 The foregoing notwithstanding, the Town's consent shall not be
required in order for P AI to assign all or a part of its rights and
obligations under this Agreement to any lender from which P AI has
borrowed funds for use in constructing improvements on or otherwise
developing the Property.
12.10.2
In the event of a complete assignment by P AI of all of the rights and
obligations of P AI under this Agreement, and upon notice to and
approval by the Town, PAl's liability under the Agreement shall
terminate effective upon the assumption by PAl's assignee.
12.11 Term. This Agreement shall become effective upon its execution by all parties and
the taking of effect of a duly authorized resolution of the Town's Mayor and Council
(the "Effective Date"). The term of this Agreement shall commence upon the
Effective Date and shall automatically terminate on the date of the expiration of the
73 Acre Lease, including any extensions thereof, or such earlier date as mutually
agreed by the parties. The parties further agree to cooperate in the recordation of any
such termination.
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12.12 Notices. All notices, requests, demands or other communications ("Notices")
required by this Agreement or otherwise given in respect of any matter with which
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disagreement is concerned shall be in writing and served by personal delivery or
deposited within the U.S. Postal Service, certified mail, return receipt requested, with
proper postage affixed, addressed and directed to the party to receive the same as
follows:
If to the Town:
Town Clerk
Town of Marana
13251 North Lon Adams Road
Marana,Arizona 85653
With copies to:
Michael Hein
Town Manager
Town of Marana
13251 North Lon Adams Road
Marana,Arizona 85653
Daniel 1. Hochuli
Daniel 1. Hochuli & Associates, P.C.
Marana Town Attorney
220 E. Wetmore Road, Suite 110
Tucson, AZ 85705
If to PAl:
Pima Aviation, Inc.
c/o Gary Abrams
A vra Valley Airport
Leased Premises Office
11700 W. Avra Valley Road, #86
Marana, AZ 85653
With copies to:
Mark B. Raven, Esq.
Anne C. Graham-Bergin, Esq.
Raven & Kirschner, P.C.
One South Church Avenue, Suite 1600
Tucson,AZ 85701
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Except as otherwise specifically stated in this Agreement, all Notices shall be
effective upon delivery and shall be deemed delivered on the date when actually
received. Any party may designate a different person or entity or change the place
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to which any Notice shall be given as provided in this Agreement, which Notice shall
be effective after the same is actually received by the other party.
12.13 Default: Remedies. If either party hereto defaults (the "Defaulting Party") with
respect to any of such party's obligations hereunder, then the other party hereto (the
"Non-Defaulting Party") shall be entitled to give written notice in the manner
prescribed in the preceding section to the Defaulting Party, which notice shall state
the nature of the default claimed and make demand that such default be corrected.
The Defaulting Party shall then have (i) thirty (30) days from the date of such notice
within which to correct such default ifit can reasonably be corrected by the payment
of money, or (ii) sixty (60) days from the date of such notice to cure such default if
action other than the payment of money is reasonably required, or if any such non-
monetary default cannot reasonably be cured within sixty (60) days, then such longer
period as may be reasonably required, provided and so long as such cure is promptly
commenced within such period and thereafter diligently prosecuted to completion.
If any such default is not cured within the applicable time period(s) set forth above,
then the Non-Defaulting Party shall be entitled to commence an action at law or in
equity in the Pima County Superior Court. The parties hereto agree that due to the
size, nature and scope of P AI's commitment to development of the Leased Parcels
and the unique nature ofthe Property, money damages and remedies at law will likely
be inadequate and that specific performance will likely be appropriate for the
enforcement of this Agreement. This Section shall not limit any other rights,
remedies, or causes of action that either party may have at law or in equity.
12.14 Force Maieure. Notwithstanding any other term, condition or provision hereof to the
contrary, in the event any party hereto is precluded from satisfying or fulfilling any
duty or obligation imposed upon such party by the terms hereof due to labor strikes,
material shortages, war, civil disturbances, weather conditions, natural disasters, acts
of God, or other events beyond the control of such party, the time period provided
herein for the performance by such party of such duty or obligation shall be extended
for period equal to the delay occasioned by such events.
12.15 Attorneys' Fees. In the event either party hereto shall commence any civil action
against the other to enforce or terminate this Agreement or to recover damages for
the breach of any of the provisions, covenants or terms of this Agreement on the part
of the other party to be kept and performed, the prevailing party in such civil action
shall be entitled to recover from the other party, in addition to any relief to which
such prevailing party may be entitled, all costs, expenses and reasonable attorneys'
fees incurred in connection therewith.
12.16 Governing Law. This Agreement is entered into in Arizona and shall be construed
and interpreted under the laws of Arizona. In particular, this Agreement is subject
to the provisions of A.R.S. S 38-511.
12.17 Cooperation in the Event of Legal Challenge. In the event of any legal action or
proceeding instituted by a third party challenging the validity of any provision of this
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Agreement, the parties agree to cooperate in diligently defending such action or
proceeding.
12.18 Severability. If any term, provision, covenant, or condition of this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable, the
remaining provisions of this Agreement shall continue in full force and effect,
provided that the overall intent of the parties is not vitiated by such severability.
12.19 No Partnership. It is not intended by this Agreement to, and nothing contained in this
Agreement shall, create any partnership, joint venture, independent contractor or
agency arrangement between P AI and the Town.
12.20. 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. The signature pages from one or more counterparts may
be removed from such counterparts and all such signature pages may be attached to
a single instrument so that the signatures of all parties may be physically attached to
a single document.
12.21 Compliance with State Laws. All actions taken by the Town pursuant to this
Agreement shall be in accordance with applicable state laws.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates written
below.
TOWN OF rvlARANA an Arizona municipal corporation
By: ~{fil ~
ATTEST:
APPROVED AS TO FORM:
~~~.-e
D~el ; Hochu f, Town Attorney
PIMA A VIA nON, INC., an Arizona corporation,
BY:~'~~
Gary Abrams
aFFICIAL SEAL l
. JUOf1l1 ANN DERRY
NOTARY PUBUC - ARIZONA
PIMA. 0QlN(Y
M10:m1\ ~ .)jf3l, 2001
STATE OF ARIZONA
)
) ss.
)
County of Pima
c~ . The foregoing instnunent was acknowledged before me this ~ day of
~ ' 1999 by Gary Abrams, as President of Pima Aviation, Inc.
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My Commission Expires:
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Exhibit A
Exhibit B
Exhibit C
EXHIBIT LIST
Legal and Map of Airport Property
Legal and Map of Annexation Area
Legal and Map of Southeast Parcel
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Mutual
Town
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A liRA VALLEY AlRPORT Al'{NEXA. TION
LEG.AI. DESCRIPTION
A PORTION OF SECTIONS 3,4,9 Al"-lTI 10, TO\VNSHIP 12 SOUTH, RAi\JGE II EAST, GILA
AND S.-\L T RIVER MERIDL~"\T, PINtA COUNTY, ARIZONA, DESCRIBED AS FOLLO\VS:
BEGINNING AT THE SOUTHEAST COR.NER OF THE NORTHVlEST QUARTER OF S.AID
SECTION 10, SAID COR.l~EAlSO BEING AJ."\T AJ."\fGLE POINi ON THE TO\VN OF MARA...L"\TA
TO\\fl\r LIMITS AS ESTABLISHED BY ORDINAi\fCE :NlJMBER 78.07 Al'\jTI RECORDED li'J
DOCKET 3878 PAGE 1135, RECORDS OF PINlA. COUNTY, ARIZONA;
THE FOLLOWING DESCRIBED COURSES BEING COINCIDENT WITH SAID TOW"N OF
iYlA.RA...L"\TA TOWN LIMITS;
THENCE WESTERLY ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER TO
THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 9'
,
1HENCE WESTERLY AlONG THE SOUTH LIl"fE OF SAID NORTHEAST QUARTER TO THE
SOUTH\VEST CORNER THEREOF;
THENCE NORTHERLY AlONG THE WEST LINE OF SAID NORTHEAST QUARTER TO
THE SOUTHWEST CORNER THE SOUTHEAST QUA~TER OF SAID SECTION 4;
Tr;:ENCE NORTHERLY ALONG TIlE WEST LIi'i"E OF SAID SOUTHEAST QUARTER TO THE
SOUTHWEST COR1"\TER OF THE SOl.JiH HAlF OF THE NORTHEAST QUARTER OF S:lJD
SECTION 4;
THENCE NORTHERLY AlONG THE WEST LINE OF SAID SOUTH HALF TO THE
NORTHWEST COR1"'ITR THEREOF;
THENCE EASTERLY ALONG THE NORTH LINE OF SAID SOUTH HALF TO THE
NORTHEAST COR1"\TER THEREOF;
THENCE SOUTHERlY ALONG THE EAST LINE OF SAID SOUTH HALF' Tn THE
NORTHWEST COR.l'iER OF THE SOUTHWEST QUARTER OF SAID SECTI(ft.j'g;
THENCE EASTERLY AL00iG THE 0iORTH LINt OF SAID SOUTH\VEST QLA~TE.RlU THt:
NORTHEAST CORt'iER THEREOF;
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EXHIBIT A
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LEGAL DOCUl',[ENT NO.7
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THE;\i"CE SOUTHERLY .ALONG mE EAST L]]\it. OF SAID SOUTHlNEST QUfilll.t:R TO THE
~-ORTHEAST CORl"\jeR OF Tr::E NORTHWeST QUAATER OF SAID SECTION 10;
THENCE SOUTHERLY ALONG THE EAST LINe OF SAID NORTh"'\VEST QUfl..RTER TO THE
POINT OF BEGINNING.
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LEG.~\L DOCL;\lE~T NO. ~
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A VP,.A v:4LLEY AIRPORT A.NNEX4TION
A P'JP.TION OF SECTIONS 3. 4. 9 J: 10.
TOifNSHIP 12 SOUTH. RANCE 11 EAST.
CIU AND SALT PIfER JlEP.IDL4N
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EXHIBIT B
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,1R~~ TO BE ANNE:<E'J
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PARCEL DESCRIPTION
(37.098 Acre Parcel)
Prepared by
CARLSON-PUTT SURVEYORS, INC.
2251 N. Indian Ruins Road, Suite A
Tucson, Arizona 85715
Job No. 178-98
July 7, 1998
That portion of the Southwest Quarter (SW %) of Section 3 and the North Half
(N %) of Section 10, Township 12 South, Range 11 East, Gila and Salt River
Meridian, Pima County, Arizona, more particul~y described as follows:
1
COMMENCING at the Southwest comer of Section 3; THENCE North 890 26'
42" East, along the South line of Section 3, a distance of 1300.67 feet to the
P01NT OF BEGINNING:
THENCE North 450 05' 48" East, a distance of 567.88 feet;
THENCE South 44053' 50" East, a distance of 555.04 feet to the South. line of
Section 3;
THENCE continuing South 440 53' 50" East, a distance of 1464.96 feet;
THENCE South 450 05' 08" West, a distance of 800.00 feet;
THENCE North 440 53' 50" West, a distance of 2020.00 feet;
THENCE North 450 OS' 08" East, a distance of 232.12 feet to the POINT OF
BEGINNING.
Said parcel contains 37.098 acres, more or less.
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EXHIBIT C
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