HomeMy WebLinkAboutResolution 2021-076 Authorizing to Execute the Landlord's Release and Consent Among Pima Aviation and the Town of Marana Relating to the Amended, Restate and Consolidated Marana Regional Airport Lease Agreement MARANA RESOLUTION NO. 2021-076
RELATING TO MARANA REGIONAL AIRPORT; APPROVING AND
AUTHORIZING THE TOWN MANAGER TO EXECUTE THE LANDLORD'S
RELEASE AND CONSENT AMONG PIMA AVIATION, INC., ZIONS
BANCORPORATION, N.A. DBA NATIONAL BANK OF ARIZONA, AND THE
TOWN OF MARANA RELATING TO THE AMENDED, RESTATED AND
CONSOLIDATED MARANA REGIONAL AIRPORT LEASE AGREEMENT WITH
PIMA AVIATION, INC., FOR THE LEASE OF REAL PROPERTY LOCATED AT THE
MARANA REGIONAL AIRPORT, 11700 WEST AVRA VALLEY ROAD
WHEREAS the Town of Marana and Pima Aviation, Inc. ("PAI") are parties to a
lease agreement entitled "Amended, Restated and Consolidated Marana Regional
Airport Lease Agreement" with an Effective Date of June 5, 2018 (the "Lease"), by
which the Town leases to PAI certain portions of real property located at the Marana
Regional Airport, 11700 West Avra Valley Road, Town of Marana; and
WHEREAS paragraph 10.3 of the Lease provides that PAI may mortgage,
encumber or assign any portion of its right, title and interest in the leasehold estate
created by the Lease to lenders for purposes of financing the construction of any capital
improvements; that any such mortgage, encumbrance or assignment shall be subject to
all of PAI's obligations under the Lease; and that no person or entity shall have the right
to place any mortgages, deeds of trusts, liens or encumbrances of any nature on the
property subject to the Lease, nor shall any permitted assignment result in a
subordination, in whole or in part, of the Town's rights under the Lease, unless the
Town agrees to such subordination in writing; and
WHEREAS PAI and Zions Bancorporation (the "Bank") have entered into, or are
about to enter into, an agreement whereby the Bank has acquired or will acquire a
security interest or other interest in the leasehold improvements located on a portion of
the property subject to the Lease in exchange for providing financing to PAI; and
WHEREAS PAI and the Bank have requested that the Town consent to PAI's
assignment of PAI's rights under the Lease to the Bank and to subordinate the Town's
interests in the leasehold improvements to the interests of the Bank; and
WHEREAS the Mayor and Council of the Town of Marana find that approving
the Landlord's Release and Consent is in the best interests of the Town of Marana and
its citizens.
Marana Resolution No.2021-076 1
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF MARANA, AS FOLLOWS:
SECTION 1. The Landlord's Release and Consent between the Town of Marana,
Pima Aviation, Inc., and Zions Bancorporation, N.A. dba National Bank of Arizona
attached to and incorporated within this resolution as Exhibit A is hereby approved and
the Town Manager is authorized and directed to execute it for and on behalf of the
Town of Marana.
SECTION 2. The Town Manager and staff are hereby directed and authorized to
undertake all other and further tasks required or beneficial to carry out the terms,
obligations, conditions and objectives of the Landlord's Release and Consent.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 1st day of June 2021.
r . ,?/7„A„
Mayor Ed Honea
ATT APPROVED AS TO FORM:
e.r.
Cherry L. L. so , Town Clerk Ja.- 'airall, Town Attorney
Marana Resolution No.2021-076 2
EXHIBIT A
LANDLORD'S RELEASE AND CONSENT
Principal Loan Date Maturity Loan No Call/Coll Account Officer Initials
References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.
Borrower: Pima Aviation,Inc. Lender: Zions Bancorporation,N.A.dba
11700 W.Avra Valley Road National Bank of Arizona
Marana,Arizona 85653 335 North Wilmot Road,Suite 100
Tucson,Arizona 85711
THIS LANDLORD'S RELEASE AND CONSENT is entered into among Pima Aviation,Inc.("Borrower"),whose address is 11700 W.Avra Valley Road,
Marana,Arizona 85653;Zions Bancorporation, N.A.dba National Bank of Arizona("Lender"),whose address is 335 North Wilmot Road,Suite 100,
Tucson, Arizona 85711; and Town of Marana ("Landlord"), whose address is 11555 W. Civic Center Drive, Marana, Arizona 85653. Borrower and
Lender have entered into, or are about to enter into, an agreement whereby Lender has acquired or will acquire a security interest or other interest in the
Collateral. Some or all of the Collateral may be affixed or otherwise become located on the Premises. To induce Lender to extend the Loan to Borrower
against such security interest in the Collateral and for other valuable consideration,Landlord hereby agrees with Lender and Borrower as follows.
COLLATERAL DESCRIPTION. The word"Collateral"means certain of Borrower's personal property in which Lender has acquired or will acquire a security
interest,including without limitation the following specific property:
All leasehold improvements located on the Premises.
BORROWER'S ASSIGNMENT OF LEASE. Borrower hereby assigns to Lender all of Borrower's rights in the lease,as partial security for the Loan,entitled
the Amended, Restated and Consolidated Marana Regional Airport Lease Agreement,with an effective date of June 5, 2018("Lease"). The parties intend
that this assignment will be a present transfer to Lender of all of Borrower's rights under the Lease,subject to Borrower's rights to use the Premises and enjoy
the benefits of the Lease while not in default on the Loan or Lease. Upon full performance by Borrower under the Loan,this assignment shall be ended,
without the necessity of any further action by any of the parties. This assignment includes all renewals of and amendments to the Lease or the Loan,until the
Loan is paid in full. No amendments may be made to the Lease without Lender's prior written consent,which shall not be unreasonably withheld or delayed.
CONSENT OF LANDLORD. Landlord consents to the above assignment.If Borrower defaults under the Loan or the Lease,Lender may reassign the Lease,
and Landlord agrees that Landlord's consent to any such reassignment will not be unreasonably withheld or delayed. In the event of default under the Loan
or the Lease and repossession of such Collateral becomes necessary,the Lender may enter upon the Premises during normal business hours during the term
of the Lease provided that(i)the Lender agrees to repair all damage to the Premises occasioned by the removal of the Collateral;and (ii)the Lender shall
remove only the Collateral covered under the Lender's security agreement and not remove items which are so integrated as to become elements of the
building,which "elements"shall include, but not be limited to such elements as storefronts, security grills, doorways, partitions, plumbing, heating and air
conditioning equipment,sprinkler systems,basic electrical systems,ceramic tile,wall coverings on buildings,walls and painting.The Lender shall not conduct
any auction or liquidation sale at the Premises.Whether or not Lender enters into possession of the Premises for any purpose,Borrower will remain fully liable
for all obligations of Borrower as lessee under the Lease. While Lender is in possession of the Premises,Lender will cause all payments due under the Lease
and attributable to that period of time to be made to Landlord. If Lender later reassigns the Lease or vacates the Premises, Lender will have no further
obligation to Landlord. The assignment shall only encumber the Collateral and Borrower's leasehold estate under the Lease and shall not constitute a lien,
encumbrance,assignment or security interest on or with respect to Landlord's rights under the Lease or the fee interest in the Premises.
LEASE DEFAULTS. Both Borrower and Landlord agree and represent to Lender that,to the best of their knowledge,there is no breach or offset existing
under the Lease or under any other agreement between Borrower and Landlord. Landlord agrees not to terminate the Lease, despite any default by
Borrower,without giving Lender written notice of the default and an opportunity to cure the default within a period of sixty (60)days from the receipt of the
notice. If the default is one that cannot reasonably be cured by Lender(such as insolvency,bankruptcy,or other judicial proceedings against Borrower),then
Landlord will not terminate the Lease so long as Landlord receives all sums due under the Lease for the period during which Lender is in possession of the
Premises,or so long as Lender reassigns the Lease to a new lessee reasonably satisfactory to Landlord.
SUBORDINATION OF INTEREST. Landlord hereby consents to Lender's security interest(or other interest)in the Collateral and subordinates all interests,
liens and claims which Landlord now has or may hereafter acquire in the Collateral. Landlord agrees that any lien or claim it may now have or may hereafter
have in the Collateral will be subject at all times to Lender's security interest(or other present or future interest)in the Collateral and will be subject to the rights
granted by Landlord to Lender in this Agreement.
ENTRY ONTO PREMISES. Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Collateral from the
Premises. The rights granted to Lender in this Agreement will continue until a reasonable time after Lender receives notice in writing from Landlord that
Borrower no longer is in lawful possession of the Premises. If Lender enters onto the Premises and removes the Collateral,Lender agrees with Landlord not
to remove any Collateral in such a way that the Premises are damaged,without either repairing any such damage or reimbursing Landlord for the cost of
repair.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: This Agreement shall extend to and bind the
respective heirs, personal representatives, successors and assigns of the parties to this Agreement. The covenants of Borrower and Landlord respecting
subordination of the claim or claims of Landlord in favor of Lender shall extend to,include,and be enforceable by any transferee or endorsee to whom Lender
may transfer any claim or claims to which this Agreement shall apply. Lender need not accept this Agreement in writing or otherwise to make it effective.This
Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.If Landlord is other than an individual,any agent or other
person executing this Agreement on behalf of Landlord represents and warrants to Lender that he or she has full power and authority to execute this
Agreement on Landlord's behalf. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by
Lender. Without notice to Landlord and without affecting the validity of this Consent,Lender may do or not do anything it deems appropriate or necessary with
respect to the Loan,any obligors on the Loan,or any Collateral for the Loan;including without limitation extending,renewing,rearranging,or accelerating any
of the Loan indebtedness.
AMENDMENTS. This Agreement,together with any Related Documents,constitutes the entire understanding and agreement of the parties as to the matters
set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties
sought to be charged or bound by the alteration or amendment.
NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by
Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a
provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other
provision of this Agreement. No prior waiver by Lender,nor any course of dealing between Lender and Landlord,shall constitute a waiver of any of Lender's
rights or of any of Landlord's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement,the granting of such
consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such
consent may be granted or withheld in the sole discretion of Lender.
SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be illegal,invalid,or unenforceable as to any circumstance,that
finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be
considered modified so that it becomes legal,valid and enforceable. If the offending provision cannot be so modified,it shall be considered deleted from this
Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality,
validity or enforceability of any other provision of this Agreement.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the
contrary,all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall
include the plural,and the plural shall include the singular,as the context may require. Words and terms not otherwise defined in this Agreement shall have
the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word"Agreement"means this Landlord's Release and Consent,as this Landlord's Release and Consent may be amended or modified
from time to time,together with all exhibits and schedules attached to this Landlord's Release and Consent from time to time.
Borrower. The word"Borrower"means Pima Aviation,Inc.,and includes all co-signers and co-makers signing the Note and all their successors and
assigns.
Collateral. The word "Collateral"means all of Borrower's right,title and interest in and to all the Collateral as described in the Collateral Description
section of this Agreement.
Landlord. The word"Landlord"means Town of Marana,an Arizona municipal corporation and is used for convenience purposes only. Landlord's
interest in the Premises may be that of a fee owner,lessor,sublessor or lienholder,or that of any other holder of an interest in the Premises which may be,
or may become,prior to the interest of Lender.
Lease. The word "Lease" means that certain lease of the Premises known as the Amended, Restated, and Consolidated Marana Regional Airport
Lease Agreement, approved by the Marana Town Council on June 5, 2018 via adoption of Marana Resolution No. 2018-061, between Landlord and
Borrower.
Lender. The word"Lender"means Zions Bancorporation,N.A.dba National Bank of Arizona,its successors and assigns.
Loan. The word "Loan" means any and all loans and financial accommodations from Lender to Borrower whether now or hereafter existing, and
however evidenced.
Note. The word"Note"means the Note dated and executed by Pima Aviation,Inc in the principal amount
of $ .00, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.
Premises. The word"Premises"means the real property located in Pima County, State of Arizona,commonly known as 109,975 square feet of real
property generally located on the south-central area of the East Hangar of the Marana Regional Airport.The Premises is more particularly described in
the legal description and map together attached to and incorporated in this Agreement as Exhibit A.
Related Documents. The words"Related Documents"mean all promissory notes, credit agreements, loan agreements, environmental agreements,
guaranties,security agreements,mortgages,deeds of trust,security deeds,collateral mortgages,and all other instruments,agreements and documents,
whether now or hereafter existing,executed in connection with the Loan.
BORROWER AND LANDLORD ACKNOWLEDGE HAVING READ ALL THE PROVISIONS OF THIS LANDLORD'S RELEASE AND CONSENT, AND
BORROWER AND LANDLORD AGREE TO ITS TERMS. THIS AGREEMENT IS DATED 2021.
BORROWER: LANDLORD:
Pima Aviation,Inc. Town of Marana
By: By:
Its: Its:
LENDER:
Zions Bancorporation, N.A.dba National Bank of Arizona
By:
Authorized Signer
Exhibit A to Landlord's Release and Consent
Lc.
DOWL
INSPIRATION - INNOVATION - INTEGRITY
LEGAL DESCRIPTION
(HANGAR LEASE AREAS 110-113)
Parcels of land to be used for hangar leases, lying within a portion of the Northwest Quarter
of Section 10, Township 12 South, Range 11 East, Gila & Salt River Meridian, Pima County,
Arizona, more particularly described as follows:
COMMENCING at a found 3" brass capped survey monument with marking not legible, being
at the West 1/i corner of Section 10, from which a found 2" brass capped survey monument
being at the Northwest corner of said Section 10 bears, North 00°31'56"West a distance of
2643.57 feet;
THENCE from COMMENCEMENT POINT, along the West Section line of said Section 10,
North 00'31'56"West a distance of 602.08 feet to a point:
THENCE North 89°28'04" East a distance of 262.49 feet to the TRUE POINT OF
BEGINNING, the following four courses delineate the lease area for hangar 110;
THENCE North 45°00'42" East a distance of 360.40 feet to a point;
THENCE South 44°59'18" East a distance of 109.20 feet to a point, labeled as Point "A";
THENCE South 45°00'42"West a distance of 360.40 feet to a point;
THENCE North 44°59'18" West a distance of 109.20 feet to the said TRUE POINT OF
BEGINNING.
The or o
above903area acres more or l
described lease for said hangar 110, contains approximately 39,356 square
feet
TOGETHER WITH the following description which delineates the lease area for hangar 111,
COMMENCING at said point Labeled as Point "A;
THENCE South 55°54'28" East a distance of 72.74 feet to a point, labeled as Point "B";
THENCE South 44°54'41" East a distance of 81.20 feet to a point;
THENCE South 45°05'19" West a distance of 294.50 feet to a point;
1
520-882-8696 520-624-0384(fax) ri 1101 West Grant Road, Suite 208 Tucson,Arizona 85705 si www dowlicom
Exhibit A to Landlord's Release and Consent
DOM..
INNOVATION - INTEGRITY
THENCE North 44°54'41"West a distance of 81.12N0SfPeleRtAtollaOpNo-int;
THENCE North 45°0519" East a distance of 294.50 feet to said point labeled as Point "B".
The above described lease area for said hangar 111, contains approximately 23,913 square
feet or 0.549 acres more or less.
TOGETHER WITH the following description which delineates the lease area for hangar 112;
COMMENCING at said point Labeled as Point "C;
THENCE South 44°56'28" East a distance of 49.28 feet to a point, labeled as Point "D";
THENCE South 44'52'43" East a distance of 82.20 feet to a point, labeled as Point "E;
THENCE South 45°07'17" West a distance of 277.80 feet to a point;
THENCE North 44°52'43" West a distance of 82.20 feet to a point;
THENCE North 45°07'17" East a distance of 277.80 feet to said point Labeled as Point "D";
The above described lease area for said hangar 112, contains approximately 22,835 square
feet or 0.524 acres more or less.
TOGETHER WITH the following description which delineates the lease area for hangar 113;
COMMENCING at said point Labeled as Point "E;
THENCE South 44°41'39" East a distance of 45.20 feet to a point, labeled as Point "F";
THENCE South 44°43'39" East a distance of 82.20 feet to a point;
THENCE South 45°16'21" West a distance of 290.40 feet to a point;
THENCE North 44°43'39"West a distance of 82.20 feet to a point;
THENCE North 45°16'21" East a distance of 290.40 feet to said point labeled as Point "F";
2
520-882-8696 mi 520-624-0384(fax) is 1101 West Grant Road, Suite 208 Tucson,Arizona 85705 www dowl com
Exhibit A to Landlord's Release and Consent
DOWL
INSPIRATION - INNOVATION - INTEGRITY
The above described lease area for hangar 113, contains approximately 23,871 square feet
or 0.548 acres more or less.
The total combined area for all four hangar lease areas (110-113) contains approximately
109,975 square feet or 2.525 acres more or less.
Ii
J 14
Prepared for purpose of: Hangar Lease Areas (110- 11.0tra
113) • S
Prepared for: Marana Regional Airport
l 19862
a 0
Prepared by: Michael F. York, RLS • MICHAEL F. -
Prepared on behalf of: DOWL YORK
Prepared on: 2/15/2018
64. al
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-‘Pirel3 12.1"
DOWL accepts no liability for this legal description if it has been modified or reformatted in
any way, for any reason, from its original format and content or used for any purpose other
than that for which it was prepared.
3
520-882-8696 is 520-624-0384(fax) 111 1101 West Grant Road,Suite 208 i■ Tucson,Arizona 85705 wi www dowl,com
Exhibit A to Landlords Release and Consent
AillIMMINOWNIMIONV
^___---- — —
TIE LINE TABLE
FND 2" BCSM TL1 855"54'28'E 72.74'
SECC[)R��mm TL2 844,5G'28" E 49.28'
=""|=`" TL3 S44"41'39" E 452O'
T12SR11E � ^
«��L~
'1N
I
/
MARANA
REGIONAL 150'
AIRPORT
�� .
| TPOB
�� N8Q°28'04" E 2S2�Q
, POINT"F"
~� | ��N�
|
�~ . �'
� I
HANGAR-110 39,356 Sq. Feet 0.903 Acres ",
HANGAR-111 23,913 Sq. Feet 0.549 Acres
HANGAR-112 22,835 Sq. Feet 0.524 Acres
HANGAR-113 23,871 Sq. Feet 0.548 Acres '
i
I n;7
c� TOTAL COMBINED HANGAR LEASE AREA
' 109,975 Sq. Feet 2.525 Acres LINE TABLE
LINE BEARING DISTANCE
Li N45"UO'42"E 360,40'
L2 S 44"59'18" E 109.20'
COMMENCEMENT POINT L3 N 45°00'42" E 360.40'
| FND 3" BCSM L4 S 44^59'18"E 109.20'
MARKING L5 N44"54`41"VV 81.20'
/ NOT LEGIBLE LG N45"O5'1Q''E 294.50'
� L7 S44"54'41"E 81'2U'
�SEC S�|�10
AVRA\A\LLEY ROAD L8 S 45°05'19"VV 284.50'
`��--- - -- --- ---' -- -- '---- --' — - --
------ L9 S44°52'43" E 82.20'
L10 S45°O7'17"VV 277.80'
L11 844"52'43" E 82.20'
L12 845"O7'17"VV 277.80'
L13 S 44°43'39"E 82.20'
L14 N 45^16'21" E 290.40'
L15 S 44°43'39" E 82.20'
L10 G45"10'21"VV 290.40'
41284-02
`��` EXHIBIT FOR LEGAL DESCRIPTION 2/15/2015 C3 CN W L
PAGE 1DFi
520-882-8696(TEL) a 520-624-0384(FAX) a 1101 West Grant Road,Suite 208 • Tucson,Arizona 85705