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HomeMy WebLinkAboutResolution 2021-112 Authorizing to Execute the Second Amendment to First Amended FBO Lease Agreement with Pima Avation, Inc.MARANA RESOLUTION NO. 2021-112 RELATING TO MARANA REGIONAL AIRPORT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE SECOND AMENDMENT TO FIRST AMENDED FBO 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 and Pima Aviation, Inc. ("PAI") are parties to a lease agreement entitled "First Amended FBO Lease Agreement" (the "FBO Lease") made and entered into on September 4, 2001, by which the Town leases to PAI a certain portion of real property located at the Marana Regional Airport; and WHEREAS the Town and PAI desire to amend the FBO Lease; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, AS FOLLOWS: SECTION 1. The Second Amendment to First Amended FBO Lease Agreement between the Town of Marana and Pima Aviation, Inc. attached to and incorporated within this resolution as Exhibit A is hereby approved and the Mayor 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 agreement as amended. Marana Resolution No. 2021-112 1 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 3rd day of August, 2021. ATTE Cherry L. L son, Town Clerk Mayor Ed onea APPROVED AS TO FORM: Ja Fairall, own Attorney MARANA AZ ESTABLISHED 1977 Marana Resolution No. 2021-112 2 Exhibit A to Marana Resolution No. 2021-112 SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT THIS SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT (this "Second Amendment") is entered into by and between the TowN OF MARANA, an Arizona municipal corporation ("Lessor") and PIMA AVIATION, INC., an Arizona corporation ("Lessee"). Lessor and Lessee are collectively referred to in this Second Amendment as the "Parties," and each is sometimes individually referred to as a "Party." RECITALS A. Lessor and Lessee are parties to that certain lease agreement entitled "First Amended FBO Lease Agreement" made and entered into on September 4, 2001 (the "Lease"), by which Lessor leases to Lessee a certain portion of real property located at the Marana Regional Airport (the "Airport") (formerly the Marana Northwest Regional Airport), 11700 West Avra Valley Road, Town of Marana, County of Pima, State of Arizona (the "Premises"). The Lease was recorded in the office of the Recorder of Pima County, Arizona, on December 28, 2001, at Docket 11705, Page 5191 (Sequence 20012501212). B. Effective June 5, 2018, the Parties entered into the First Amendment to the First Amended FBO Lease Agreement (the "First Amendment") to amend the Lease to revise the description of the Premises that are the subject of the Lease, and to incorporate updated provisions regarding airport rules and regulations and reservations of easements. The First Amendment was recorded in the office of the Recorder of Pima County, Arizona, on June 12, 2018, at Sequence 20181630106. C. The Premises are more particularly described in the legal description and map attached to the First Amendment as Exhibit 1, and incorporated by reference within the Lease. D. Paragraph 3.1 of the Lease provides that Lessee shall pay Lessor Fixed Rent on a per acre basis for the Premises. E. Paragraph 3.2 of the Lease provides that in addition to the Fixed Rent set forth in paragraph 3.1 of the Lease, Lessee shall pay Lessor Percentage Rent based on Lessee's gross rents on subleases and Lessee's collection of Use Fees for various facilities on the Premises. F. The Town was awarded grant funding from the Federal Aviation Administration (FAA) Airport Improvement Program (AIP) for the complete removal and new construction of approximately one million square feet of pavement at the Airport (the "Project"), approximately consisting of the transient open tie -downs, terminal aprons, west helicopter apron, and 1,600 feet of taxiway B between taxiway B2 and taxiway A (the "Project Area"). The FAA determined that certain areas on the Premises within the Project Area and included within the scope of the Project were not eligible for AIP funding. These areas are depicted on the map attached to this Second Amendment as Exhibit 2 and incorporated by this reference within the Lease (the "Non-AIP Eligible Areas"). 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. - 1 - Exhibit A to Marana Resolution No. 2021-112 G. Phase C of the Project included construction on a portion of the Premises that are the subject of the Lease. H. Paragraph 1.3.2 of the Lease provides that Lessee agrees and acknowledges that certain structures on the Premises may need to be removed from their location on the Premises at a later date upon implementation of improvements at the Airport, and provides a process for removal of the structures or any one of them. Paragraph 1.3.2 also provides that if a structure is removed, the land associated with the structure shall remain a part of the Premises that are the subject of the Lease, subject to the terms and restrictions of the Lease. I. The FAA determined that as a part of the Project, the building identified as Building 101 on Exhibit 2 was required to be removed from the Project Area. J. Paragraph 19.5 of the Lease provides that the Lease may not be enlarged, modified or altered except in writing by the Parties. K. The Parties desire to amend the Lease, as previously amended, as set forth herein. AGREEMENT Now, THEREFORE, in consideration of the recitals set forth above and the mutual covenants, conditions and agreements set forth in the Lease, as previously amended, and this Second Amendment, the Parties agree as follows: 1. Description of Premises. Article 1 ("Description of Premises") of the Lease, as previously amended, is hereby amended as follows. a. Premises. Paragraph 1.1 of the Lease is hereby amended to revise the description of the Premises that are the subject of the Lease to add a parcel of land consisting of approximately five acres, as described and depicted in the legal description and map attached to this Second Amendment as Exhibit 1, and incorporated by this reference within the Lease. The addition of this parcel to the Premises increases the acreage of the Premises from approximately 31.484 acres to approximately 36.484 acres. b. Removal of Building 101 from Premises. Article 1 is hereby amended to provide for an alternative removal process for Building 101. In lieu of the process for removal set forth in paragraph 1.3.2 of the Lease, the Parties shall proceed as follows: i. Lessee removed Building 101 and its contents from the Premises on or about February 28, 2019. ii. Lessor shall reimburse Lessee up to $125,000.00 for expenses for packing and relocation of the contents of Building 101. Lessee shall provide Lessor with invoices documenting Lessee's expenses. 2. Compensation. Notwithstanding the provisions of paragraphs 3.1 and 3.2 of the Lease, Lessee's obligation to pay to Lessor Fixed Rent and Percentage Rent (together referred to as "Rent") on the portions of the Premises included within the Project Area is hereby waived for the period of time that those portions were under construction. a. Rent on the portion of the Premises labeled as "C.1" on the map attached to this Second Amendment as Exhibit 3 and incorporated by this reference within the 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AvIATION, INC. -2- Exhibit A to Marana Resolution No. 2021-112 Lease is hereby waived during the time period of June 3, 2019 through August 8, 2019, resulting in a total amount of $3,691.87 in Rent waived. The portion of the Premises labeled as C.1 on Exhibit 3 includes approximately 10.49 acres of the Premises, and includes Hangars 102-10 through 102-14, 103-15 through 103-27, 104-28 through 104-38, and 105-39 through 105-44, Building 75, and Shadeports 1 through 28. b. Rent on the portion of the Premises labeled as "C.2" on Exhibit 3 is hereby waived during the time period of August 12, 2019 through November 7, 2019, resulting in a total amount of $3,314.52 in Rent waived. The portion of the Premises labeled as C.2 on Exhibit 3 includes approximately 7.87 acres of the Premises, and includes Hangars 105-45 through 105-50, 106-51 through 106-62, and 107-63 through 107-68, and Storage Units 106A, 107A, and 107B. 3. Funding for Construction of Non-AIP Eligible Areas. The Parties hereby agree to share the costs of construction of the Non-AIP Eligible Areas of the Project as follows: a. Lessor shall pay the construction costs for the Non-AIP Eligible Areas surrounding the buildings identified as Buildings 83, 102, 103, 104, 105, 106, and 107, and the area identified as Covered Aircraft Parking on Exhibit 2. b. Lessee shall contribute $45,410.71 towards the construction costs for the Non-AIP Eligible Areas surrounding the buildings identified as Buildings 75, 76, 86, and 87 on Exhibit 2. 4. Payment. Based on the payments due to each Party under paragraphs 1(b), 2(a) and (b), and 3(b) above, Lessor shall submit payment in the amount of $86,595.68 to Lessee within 30 days of the Effective Date of this Second Amendment, calculated as follows: $125,000.00 Lessor to Lessee - Building 101 removal (paragraph 1(b)) + 3,691.87 Lessor to Lessee - credit for Rent for phase C.1 (paragraph 2(a)) + 3,314.52 Lessor to Lessee — credit for Rent for phase C.2 (paragraph 2(b)) - 45,410.71 Lessee to Lessor — contribution to construction (paragraph 3(b)) $ 86,595.68 Total Lessor to Lessee 5. Construction of Improvements to Five -Acre Parcel. Lessee shall proceed with construction of improvements to the five -acre parcel added to the Premises by paragraph 1(a) above as soon as practicable and within a reasonable period of time as required by FAA regulations, advisory circulars and grant assurances, including without limitation, advisory circular 150/5190-6 and grant assurance 23 which prohibit the granting of exclusive rights at federally -funded airports. a. At the latest, Lessee shall begin actual construction of improvements no later than 10 years after the Effective Date of this Second Amendment, and shall cause the construction to be diligently pursued, without a halt in construction and without demobilization, to completion and acceptance. b. If Lessee fails to begin actual construction of improvements on the five -acre parcel within the specified 10 -year period, Lessor shall notify Lessee in writing that Lessee is in default of the provisions of this paragraph and that the five -acre 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -3- Exhibit A to Marana Resolution No. 2021-112 parcel will be removed from the Premises that are the subject of the Lease unless Lessee cures the default by beginning actual construction of improvements within 30 days of Lessee's receipt of the notice. 6. Effective Date of Second Amendment. This Second Amendment shall be effective as of the signature date of the last Party to sign this Second Amendment ("Effective Date"). 7. Recordation. Lessor shall at its expense record this Second Amendment in the office of the Recorder of Pima County, Arizona within ten days of execution of this Second Amendment by all Parties. 8. Other Terms and Provisions. All other terms and provisions of the Lease and its exhibits, as previously amended, not specifically changed by this Second Amendment, shall remain in effect and be binding upon the Parties as provided for in the Lease, as previously amended. Words and phrases having a defined meaning in the Lease have the same respective meanings when used in this Second Amendment unless otherwise expressly stated. 9. Recitals. The recitals set forth at the beginning of this Second Amendment are hereby acknowledged, confirmed to be accurate, and incorporated here by reference. 10. Entire Agreement. This Second Amendment constitutes the entire agreement between the Parties pertaining to the subject matter of this Second Amendment. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Second Amendment. 11. Severability. If any provision of this Second Amendment is declared illegal, invalid or unenforceable, in whole or in part, under present or future laws, it shall be severed from the remainder of this Second Amendment, which shall otherwise remain in full force and effect. In lieu of the illegal, invalid or unenforceable provision, there shall be added automatically as part of this Second Amendment a provision as similar in terms to the illegal, invalid, or unenforceable provisions as may be possible and still be legal, valid, and enforceable, and this Second Amendment shall be deemed reformed accordingly. 12. Governing Law. This Second Amendment is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and any actions to enforce or interpret the terms and provisions of this Second Amendment shall be brought and maintained in Pima County, Arizona. 13. Interpretation. This Second Amendment has been negotiated by Lessor and Lessee, and neither Party shall be deemed to have drafted this Second Amendment for purposes of construing any portion of this Second Amendment for or against any Party. [SIGNATURE PAGE FOLLOWS] 00059519. DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -4- Exhibit A to Marana Resolution No. 2021-112 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date set forth below their respective signatures. LESSOR: LESSEE: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney STATE OF SS PIMA AVIATION, INC., an Arizona corporation Date: Gary L. Abrams, President County of The foregoing instrument was acknowledged before me this day of , 2021, by Gary L. Abrams, President of PIMA AVIATION, INC., an Arizona corporation, on behalf of the corporation. (Seal) Notary Public LIST OF EXHIBITS Exhibit 1: Legal Description and Map of 5 -Acre Parcel Added to Premises Exhibit 2: Map of Marana Regional Airport Non-AIP Funded Areas Exhibit 3: Map of Portions (C.1 and C.2) of Premises Included in Project Area 00059519.130C /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -5- EXHIBIT 1 to SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT A 7 A � FEC I�WD SURVEYING, INC 7320 N LA CHOLLA BLVD., 1 54-1 27 TUCSON, ARIZONA PHONE: (520) 490-2027 FAX: (480) 963-2147 DESCRIPTION OF '5 ACRE PLOTPARCEL That Portion of the North Half (N2) of Section 10, Township 12 South, Range 11 East, Gila and Salt River Meridian, Pima County, Arizona, and also being a portion of that 32.72 acre parcel described in Docket 11122 at page 1560 and shown as parcel 2B on Record of survey recorded at Seq. 20133610161 described as Follows: Commencing at the Northwest Corner of Said Section 10, Thence upon the North Line of said Section 10, North 89°26'42" East, a distance of 1317.39 feet to the Northwest Corner of the East Half of the Northwest Quarter (E2NW4) of said Section 10; Thence continuing upon said North Line of Section 10, North 89°26'42" East, a distance of 404.15' feet; Thence South 00°34'21 "East, a distance of 7.98 feet to the POINT OF BEGINNING; Thence South 4505'10"West, a distance of 284.70' feet; Thence South 44053'50"East, a distance of 765.03 feet; Thence North 45005'10"East, a distance of 284.70' feet; Thence North 44053'50"West, a distance of 765.03 feet to the POINT OF BEGINNING; Said Parcel contains 217,800 square feet or 5.000 acres of land, more or less. Prepared by David A. Rhine, RLS AZTEC Land Surveying, Inc PAGE 1 OF 2 5\F ICAlE- viQG F 24530 0 DAVID A.o o RHINE e S ned5• " q A. 1 EXHIBIT 1 to SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT SO4 I S03 S09 1 S10 I- = I, DAVID A. RHINE, A PROFESSIONAL LAND SURVEYOR, REGISTERED IN THE STATE OF ARIZONA, HAVE PREPARED THIS DOCUMENT FOR EXHIBIT PURPOSES ONLY AND MAY NOT BE SURVEYED/STAKED ON THE GROUND. 24530 0` DAVID A.o RHINE ov, cn 0 0 0 �W 00 N89026'42"E m 404.15' o ti s '5 ACRE PLOT' 5.00 +/- ACRES 29c�F sQ�� A Vo / Off, s 0o sr F� ,77 ,; TA F7 s° ° -j AZTEC ARV -- Ac 2320N IACHOItAK—, 154-122 TUC504, ARIZONA PHONE 15201490-2022 FaX: 14801 963-2147 �, a •a #_ W W W W W W W 0 Co W W n n o a Q a a o n n �, s I I cQ cQ ' c� m � ce cQ \ 00 C) A W N W CD 0)(n(n CY) ., UOi go r, o 0 n co \ CG a \ (A CA 69 69 EA fA Ef) (n 69 69 N Vtao �:., •' ..:.:. ;4'. - F .; �\ , X _ V C) W a) CO N O V a) CO — CA CO O O (O W A W W (O A cr V al co CT (-1 Cn W 01 00 00 W D) ��' OD CP V N 0) N K) V W W w H A —• 6) > V V V W OD Ui OD CD h ':• �` ��:, s i z z f i CD =' -s a) \ CD CO \a \\ m D 0� U Q m O N C) C)CD m oo l F MIL —•. cr Qripk�\ 0 c a 4 1N3W33210V 3SV3� 08J 030NEIM 1S2113 011N3WaNDIMV CIN003S 01 £ 1181HX3 Exhibit A to Marana Resolution No. 2021-112 SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT THIS SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT (this "Second Amendment") is entered into by and between the TOWN OF NIARANA, an Arizona municipal corporation ("Lessor") and PIMA AvIATION, INC., an Arizona corporation ("Lessee"). Lessor and Lessee are collectively referred to in this Second Amendment as the "Parties," and each is sometimes individually referred to as a "Party." RECITALS A. Lessor and Lessee are parties to that certain lease agreement entitled "First Amended FBO Lease Agreement" made and entered into on September 4, 2001 (the "Lease"), by which Lessor leases to Lessee a certain portion of real property located at the Marana Regional Airport (the "Airport") (formerly the Marana Northwest Regional Airport), 11700 West Avra Valley Road, Town of Marana, County of Pima, State of Arizona (the "Premises"). The Lease was recorded in the office of the Recorder of Pima County, Arizona, on December 28, 2001, at Docket 11705, Page 5191 (Sequence 20012501212). B. Effective June 5, 2018, the Parties entered into the First Amendment to the First Amended FBO Lease Agreement (the "First Amendment") to amend the Lease to revise the description of the Premises that are the subject of the Lease, and to incorporate updated provisions regarding airport rules and regulations and reservations of easements. The First Amendment was recorded in the office of the Recorder of Pima County, Arizona, on June 12, 2018, at Sequence 20181630106. C. The Premises are more particularly described in the legal description and map attached to the First Amendment as Exhibit 1, and incorporated by reference within the Lease. D. Paragraph 3.1 of the Lease provides that Lessee shall pay Lessor Fixed Rent on a per acre basis for the Premises. E. Paragraph 3.2 of the Lease provides that in addition to the Fixed Rent set forth in paragraph 3.1 of the Lease, Lessee shall pay Lessor Percentage Rent based on Lessee's gross rents on subleases and Lessee's collection of Use Fees for various facilities on the Premises. F. The Town was awarded grant funding from the Federal Aviation Administration (FAA) Airport Improvement Program (AIP) for the complete removal and new construction of approximately one million square feet of pavement at the Airport (the "Project"), approximately consisting of the transient open tie -downs, terminal aprons, west helicopter apron, and 1,600 feet of taxiway B between taxiway B2 and taxiway A (the "Project Area"). The FAA determined that certain areas on the Premises within the Project Area and included within the scope of the Project were not eligible for AIP funding. These areas are depicted on the map attached to this Second Amendment as Exhibit 2 and incorporated by this reference within the Lease (the "Non-AIP Eligible Areas"). 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. - 1 - Exhibit A to Marana Resolution No. 2021-112 G. Phase C of the Project included construction on a portion of the Premises that are the subject of the Lease. H. Paragraph 1.3.2 of the Lease provides that Lessee agrees and acknowledges that certain structures on the Premises may need to be removed from their location on the Premises at a later date upon implementation of improvements at the Airport, and provides a process for removal of the structures or any one of them. Paragraph 1.3.2 also provides that if a structure is removed, the land associated with the structure shall remain a part of the Premises that are the subject of the Lease, subject to the terms and restrictions of the Lease. I. The FAA determined that as a part of the Project, the building identified as Building 101 on Exhibit 2 was required to be removed from the Project Area. J. Paragraph 19.5 of the Lease provides that the Lease may not be enlarged, modified or altered except in writing by the Parties. K. The Parties desire to amend the Lease, as previously amended, as set forth herein. AGREEMENT Now, THEREFORE, in consideration of the recitals set forth above and the mutual covenants, conditions and agreements set forth in the Lease, as previously amended, and this Second Amendment, the Parties agree as follows: 1. Description of Premises. Article 1 ("Description of Premises") of the Lease, as previously amended, is hereby amended as follows. a. Premises. Paragraph 1.1 of the Lease is hereby amended to revise the description of the Premises that are the subject of the Lease to add a parcel of land consisting of approximately five acres, as described and depicted in the legal description and map attached to this Second Amendment as Exhibit 1, and incorporated by this reference within the Lease. The addition of this parcel to the Premises increases the acreage of the Premises from approximately 31.484 acres to approximately 36.484 acres. b. Removal of Building 101 from Premises. Article 1 is hereby amended to provide for an alternative removal process for Building 101. In lieu of the process for removal set forth in paragraph 1.3.2 of the Lease, the Parties shall proceed as follows: i. Lessee removed Building 101 and its contents from the Premises on or about February 28, 2019. ii. Lessor shall reimburse Lessee up to $125,000.00 for expenses for packing and relocation of the contents of Building 101. Lessee shall provide Lessor with invoices documenting Lessee's expenses. 2. Compensation. Notwithstanding the provisions of paragraphs 3.1 and 3.2 of the Lease, Lessee's obligation to pay to Lessor Fixed Rent and Percentage Rent (together referred to as "Rent") on the portions of the Premises included within the Project Area is hereby waived for the period of time that those portions were under construction. a. Renton the portion of the Premises labeled as "C.1" on the map attached to this Second Amendment as Exhibit 3 and incorporated by this reference within the 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -2- Exhibit A to Marana Resolution No. 2021-112 Lease is hereby waived during the time period of June 3, 2019 through August 8, 2019, resulting in a total amount of $3,691.87 in Rent waived. The portion of the Premises labeled as C.1 on Exhibit 3 includes approximately 10.49 acres of the Premises, and includes Hangars 102-10 through 102-14, 103-15 through 103-27, 104-28 through 104-38, and 105-39 through 105-44, Building 75, and Shadeports 1 through 28. b. Rent on the portion of the Premises labeled as "C.2" on Exhibit 3 is hereby waived during the time period of August 12, 2019 through November 7, 2019, resulting in a total amount of $3,314.52 in Rent waived. The portion of the Premises labeled as C.2 on Exhibit 3 includes approximately 7.87 acres of the Premises, and includes Hangars 105-45 through 105-50, 106-51 through 106-62, and 107-63 through 107-68, and Storage Units 106A, 107A, and 107B. 3. Funding for Construction of Non-AIP Eligible Areas. The Parties hereby agree to share the costs of construction of the Non-AIP Eligible Areas of the Project as follows: a. Lessor shall pay the construction costs for the Non-AIP Eligible Areas surrounding the buildings identified as Buildings 83, 102, 103, 104, 105, 106, and 107, and the area identified as Covered Aircraft Parking on Exhibit 2. b. Lessee shall contribute $45,410.71 towards the construction costs for the Non-AIP Eligible Areas surrounding the buildings identified as Buildings 75, 76, 86, and 87 on Exhibit 2. 4. Payment. Based on the payments due to each Party under paragraphs 1(b), 2(a) and (b), and 3(b) above, Lessor shall submit payment in the amount of $86,595.68 to Lessee within 30 days of the Effective Date of this Second Amendment, calculated as follows: $125,000.00 Lessor to Lessee - Building 101 removal (paragraph 1(b)) + 3,691.87 Lessor to Lessee - credit for Rent for phase C.1 (paragraph 2(a)) + 3,314.52 Lessor to Lessee — credit for Rent for phase C.2 (paragraph 2(b)) - 45,410.71 Lessee to Lessor — contribution to construction (paragraph 3(b)) $ 86,595.68 Total Lessor to Lessee 5. Construction of Improvements to Five -Acre Parcel. Lessee shall proceed with construction of improvements to the five -acre parcel added to the Premises by paragraph 1(a) above as soon as practicable and within a reasonable period of time as required by FAA regulations, advisory circulars and grant assurances, including without limitation, advisory circular 150/5190-6 and grant assurance 23 which prohibit the granting of exclusive rights at federally -funded airports. a. At the latest, Lessee shall begin actual construction of improvements no later than 10 years after the Effective Date of this Second Amendment, and shall cause the construction to be diligently pursued, without a halt in construction and without demobilization, to completion and acceptance. b. If Lessee fails to begin actual construction of improvements on the five -acre parcel within the specified 10 -year period, Lessor shall notify Lessee in writing that Lessee is in default of the provisions of this paragraph and that the five -acre 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -3- Exhibit A to Marana Resolution No. 2021-112 parcel will be removed from the Premises that are the subject of the Lease unless Lessee cures the default by beginning actual construction of improvements within 30 days of Lessee's receipt of the notice. 6. Effective Date of Second Amendment. This Second Amendment shall be effective as of the signature date of the last Party to sign this Second Amendment ("Effective Date"). 7. Recordation. Lessor shall at its expense record this Second Amendment in the office of the Recorder of Pima County, Arizona within ten days of execution of this Second Amendment by all Parties. 8. Other Terms and Provisions. All other terms and provisions of the Lease and its exhibits, as previously amended, not specifically changed by this Second Amendment, shall remain in effect and be binding upon the Parties as provided for in the Lease, as previously amended. Words and phrases having a defined meaning in the Lease have the same respective meanings when used in this Second Amendment unless otherwise expressly stated. 9. Recitals. The recitals set forth at the beginning of this Second Amendment are hereby acknowledged, confirmed to be accurate, and incorporated here by reference. 10. Entire Agreement. This Second Amendment constitutes the entire agreement between the Parties pertaining to the subject matter of this Second Amendment. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Second Amendment. 11. Severability. If any provision of this Second Amendment is declared illegal, invalid or unenforceable, in whole or in part, under present or future laws, it shall be severed from the remainder of this Second Amendment, which shall otherwise remain in full force and effect. In lieu of the illegal, invalid or unenforceable provision, there shall be added automatically as part of this Second Amendment a provision as similar in terms to the illegal, invalid, or unenforceable provisions as may be possible and still be legal, valid, and enforceable, and this Second Amendment shall be deemed reformed accordingly. 12. Governing Law. This Second Amendment is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and any actions to enforce or interpret the terms and provisions of this Second Amendment shall be brought and maintained in Pima County, Arizona. 13. Interpretation. This Second Amendment has been negotiated by Lessor and Lessee, and neither Party shall be deemed to have drafted this Second Amendment for purposes of construing any portion of this Second Amendment for or against any Party. [SIGNATURE PAGE FOLLOWS] 00059519.DOC /7 9/1/2020 SECOND AMENDMENT TO FBO LEASE TOWN/PIMA AVIATION, INC. -4- Exhibit A to Marana Resolution No. 2021-112 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date set forth below their respective signatures. LESSOR: LESSEE: TOWN OF MARANA, an Arizona municipal PIMA AVIATION, INC., an Arizona corporation corporation Ed Honea, Mayor Date: ATTEST: Town Clerk APPROVED AS TO FORM: Town Attorney STATE OF SS. LN Date: Gary L. Abrams, President County of ) The foregoing instrument was acknowledged before me this day of , 2021, by Gary L. Abrams, President of PIMA AVIATION, INC., an Arizona corporation, on behalf of the corporation. (Seal) LIST of EMTs Notary Public Exhibit 1: Legal Description and Map of 5 -Acre Parcel Added to Premises Exhibit 2: Map of Marana Regional Airport Non-AIP Funded Areas Exhibit 3: Map of Portions (C.1 and C.2) of Premises Included in Project Area 00059519.DOC /7 9/1/2020 SECOND AMENDMENT To FBO LEASE TOWN/PIMA AVIATION, INC. -5- EXHIBIT 1 to SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT /AZTEC L WD SURVEYING, INC 7320 N LA CHOLLA BLVD., 1 54-1 27 TUCSON, ARIZONA PHONE: (520) 490-2027 FAX: (480) 963-2147 DESCRIPTION OF '5 ACRE PLOTPARCEL That Portion of the North Half (N2) of Section 10, Township 12 South, Range 11 East, Gila and Salt River Meridian, Pima County, Arizona, and also being a portion of that 32.72 acre parcel described in Docket 11122 at page 1560 and shown as parcel 2B on Record of survey recorded at Seq. 20133610161 described as Follows: Commencing at the Northwest Corner of Said Section 10, Thence upon the North Line of said Section 10, North 89026'42" East, a distance of 1317.39 feet to the Northwest Corner of the East Half of the Northwest Quarter (E2NW4) of said Section 10; Thence continuing upon said North Line of Section 10, North 89026'42" East, a distance of 404.15' feet; Thence South 00034'21"East, a distance of 7.98 feet to the POINT OF BEGINNING; Thence South 45005'10"West, a distance of 284.70' feet; Thence South 44°53'50"East, a distance of 765.03 feet; Thence North 45005'10"East, a distance of 284.70' feet; Thence North 44053'50"West, a distance of 765.03 feet to the POINT OF BEGINNING; Said Parcel contains 217,800 square feet or 5.000 acres of land, more or less. Prepared by ���FICAr David A. Rhine, RLS AZTEC Land Surveying, Inc. 0 y 9' DAVID A.o RHINE ,"v, PAGE 1 OF 2 EXHIBIT 1 to SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT cn 0 C) �w �O -r� Qp N_ SO4 S03 //, NRA°�F�a�"F N89026'42"E m S09 1 S10 I, DAVID A. RHINE, A PROFESSIONAL LAND SURVEYOR, REGISTERED IN THE STATE OF ARIZONA, HAVE PREPARED THIS DOCUMENT FOR EXHIBIT PURPOSES ONLY AND MAY NOT BE SURVEYED/STAKED ON THE GROUND. 24530 0 DAVID A.o RHINE ,rV 1w, 00000000000000 O / \O ti 5 ACRE PLOT' '`� 5.00 +/- ACRES Ste,, 9�cl mss°� s°F O FSC % OQ3 i�oo cl FT ,7 �D -17'x 10 F-7 610 W; EXHIBIT 3 to SECOND AMENDMENT TO FIRST AMENDED FBO LEASE AGREEMENT II moi.. 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