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HomeMy WebLinkAboutResolution 2023-040 Approving and Authorizing the Mayor to sign the Pima Aviation, Inc Lease Agreements MARANA RESOLUTION NO. 2023-040 RELATING TO THE MARANA REGIONAL AIRPORT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE PIMA AVIATION, INC. OFFICE SPACE LEASE AGREEMENT, MARANA REGIONAL AIRPORT STORAGE ROOM LEASE AGREEMENT, AND MARANA REGIONAL AIRPORT HANGAR AND SHADEPORT LEASE AGREEMENT BETWEEN THE TOWN OF MARANA AND PIMA AVIATION, INC. FOR THE USE OF BUILDING NO. 86 AS OFFICE SPACE, BUILDING 201 STORAGE A FOR STORAGE PURPOSES, AND BUILDING 201 NO. 1 FOR STORAGE PURPOSES, RESPECTIVELY WHEREAS A.R.S. § 28-8411 authorizes the Town Council of the Town of Marana to undertake all activities necessary to acquire, establish, construct, own, control, lease, equip, improve, maintain, operate, and regulate an airport; and WHEREAS the Town Council finds that entering into an Office Space Lease Agreement, a Storage Room Lease Agreement, and a Hangar and Shadeport Lease Agreement between the Town of Marana and Pima Aviation, Inc. for the use of Building No. 86 as office space, Building 201 Storage A for storage purposes, and Building 201 No. 1 for storage purposes, respectively, is in the best interests of the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS: The Pima Aviation, Inc. Office Space Lease Agreement, Marana Regional Airport Storage Room Lease Agreement, and Marana Regional Airport Hangar and Shadeport Lease Agreement between the Town of Marana and Pima Aviation, Inc., substantially in the same form attached to and incorporated by this reference in this resolution as Exhibits A, B, and C, respectively, are hereby approved, the Mayor is hereby authorized and directed to sign them for and on behalf of the Town of Marana,and the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreements. - 1 - Resolution No.2023-040 PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of May, 2023. .-V I ' Mayor Ed Honea ATTEST: APPROV PAS TO FORM: dif David L. Udall, Town Clerk Jane 7: rall, Town Attorney 466e& MARANA AZ ESTABLISHED 1977 - 2- Resolution No.2023-040 -._....r. ,`�--_- PIMA AVIATION, INC. Pima Aviation, Inc. Office Space Lease Agreement This Lease Agreement, entered into by and between Pima Aviation, Inc., an Arizona corporation with its principal offices located in Marana, AZ ("Lessor"), and the Town of Marana, an Arizona municipal corporation with principal offices located in Arizona ("Lessee"), provides as follows: Lessor wishes to lease to Lessee and Lessee wishes to lease from Lessor, under the terms and conditions of this Agreement, the following office space: Building No. 86 office space. Therefore, the parties agree as follows: 1. The Premises. Lessor hereby agrees to lease to Lessee, and Lessee hereby leases from Lessor, the following described premises: Building No. 86 office space. Included with the Premises, Lessor will provide the following: Wi Fi Restroom access 2. Term. The term of this Agreement shall be month to month beginning on the last date set forth below the parties' respective signatures. Either party may terminate this Agreement for any reason with thirty (30) days prior written notice. 3. Rent. Lessee agrees to pay Lessor a minimum monthly rent in the amount of$500.00 per month ($515.00 after tax), payable on or before the tenth business day of the month. This amount may be adjusted at the discretion of the Lessor with at least thirty (30) days prior written notice. Payments made more than ten (10) days after the payment is due and owing shall accrue interest at the maximum rate allowed by law, and in addition Lessee shall pay a late penalty fee of $15.00 per each month payment is made after the due date. A $25.00 fee shall be charged for returned checks. 4. Notice. Wherever in this lease it is required or permitted that notice or demand be given or served by either party on the other, such notice or demand shall be deemed given or served when 00086570.DOC/1 written and hand delivered, or deposited in the United States Mail, certified, return receipt requested, postage prepaid, addressed as follows: To Lessor at: Pima Aviation, Inc. 11700 W Avra Valley Road, #85 Marana, AZ 85653-9625 To Lessee at: Town of Marana 11555 W Civic Center Dr. Marana, AZ 85653 5. Possession. Lessor hereby agrees to place Lessee in possession of the Premises, and Lessee, by taking possession of the Premises, will have acknowledged that the Premises are in satisfactory and acceptable condition. 6. Use. Lessee shall use the Premises as an office to conduct Town business and shall not use or permit the Premises to be used for any other purpose. 7. Compliance with Laws. Lessee agrees to observe all laws and governmental regulations applicable to its use of the Premises, together with all reasonable rules and regulations that may be promulgated by Lessor from time to time. 8. Alterations by Lessee. Lessee agrees that no alterations will be made to the Premises without the prior written consent of the Lessor. 9. Care of the Premises. Lessee agrees to take reasonable care of the Premises. 10. Liability. The Lessee shall indemnify and hold harmless the Lessor for injury or property damage claims made against Lessor that were caused by the negligence or willful misconduct of the Lessee, its agents, employees, and/or guests. The Lessor shall indemnify the Lessee for injury or property damage claims made against Lessee that were solely caused by the negligence or willful misconduct of the Lessor. 11. Insurance. Lessee shall maintain liability insurance on the Leased Premises, with the Lessor named as additional insured. Within ten (10) days after the effective date of this Agreement, Lessee shall provide Lessor with a certificate showing proof of such insurance. Such policy shall provide for a ten (10) day prior written notice of cancellation to Lessor. Lessee 00086570.DOC/1 shall notify Lessor of any change in the insurance coverage and will do so within ten (10) days after effective date of the change. 12. Lessor's Right to Inspect. Lessee agrees to permit Lessor and its authorized representatives to enter the Premises under escort at all reasonable times during usual business hours for the purpose of inspection, or for the making of any necessary repairs for which the Lessor is responsible or feels necessary for the safety and preservation of the Premises or for the performance of any work on the Premises that may be necessary to comply with any laws or regulations of any public authority. 13. Quiet Enjoyment. So long as Lessee shall timely pay the rent required under this Agreement and perform all of its other obligations under this Agreement, Lessee shall peaceably have and enjoy the exclusive use of the Premises, subject to the Lessor's right to inspect, and all the privileges granted herein for use of the Premises. 14. Fixtures and Personal Property. Any trade fixtures, equipment, or personal property permanently installed in or permanently attached to the Premises by or at the expense of Lessee shall be and remain the property of Lessee, and Lessor agrees that Lessee shall have the right to remove any and all of such property within ten (10) days after the expiration or termination of this Lease Agreement, so long as no default exists under this Lease. Lessee agrees that it will, at its own expense, repair any damage occasioned to the Premises by reason of the removal of any of its trade fixtures, equipment, or other permanently affixed personal property as described above. 15. Repairs and Maintenance. The Lessor shall be responsible for all maintenance/repairs to the Premises except when necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests. If the maintenance/repairs are necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests, the Lessee shall be liable for all maintenance/repair costs incurred by the Lessor, and the rent shall not be abated during the period of maintenance/repairs. If the maintenance/repairs are the responsibility of the Lessor and the damage renders the Premises untenantable for a period of seven (7) days or more, the rent shall be abated during the period of untenantability. 16. Utilities. Lessor agrees to provide, at its expense, to or for the Premises, electricity, adequate heat, and air conditioning, in such quantities and at such times as is necessary to Lessee's comfortable and reasonable use of the Premises. 17. Assignment and Subletting. Lessee may not sublet or assign its interest under this Lease without the written consent of Lessor. If permission is granted, Lessee may assign its interest in 00086570.DOC/1 this lease, provided Lessee remains liable for the performance of its obligations under this Lease, together with all extensions, expansions, and renewals that may have been executed by Lessee and Lessor prior to any such assignment. Lessor's consent shall not be unreasonably withheld. 18. Default. If Lessor defaults in the performance of its duties or obligations as required under the terms of this Agreement and if Lessor fails to remedy any such default in a manner reasonably satisfactory to Lessee within ten (10) days following receipt of Lessee's written notice to remedy said default, Lessee may immediately terminate this Agreement with written notice to Lessor. If Lessee defaults in the performance of its duties or obligations as required under the terms of this Agreement and if Lessee fails to remedy any such default in a manner reasonably satisfactory to Lessor within ten (10) days following receipt of Lessor's written notice to remedy said default, Lessor may immediately terminate this Agreement with written notice to Lessee. 19. Attorneys' Fees. If either party is required to place the enforcement of all or any part of this Lease, the recovery of possession of the Premises, or damages in the hands of an attorney, or if legal proceedings are commenced by either party against the other party to protect or enforce rights or obligations under this Lease, the prevailing party, whether as Plaintiff or Defendant, shall be entitled to recover its reasonable attorneys'fees and costs. 20. Mutuality. All covenants and conditions in this Lease are mutually dependent. 21. Subordination. This lease is subject and subordinate to all leases which may now or hereafter encumber the Building or any appurtenances thereto. This clause shall be self-operative and no further instruments of subordination shall be required in order for this clause to be effective. [Signature Page Follows] 00086570.DOC/1 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below the parties' respective signatures "Lessor": "Lessee": PIMA AVIATION, INC., THE TOWN OF MARANA, an Ari on.. corporation an Arizona unicrp corporation Gary L. Abrams Mayor Ed Honea President Date Da e ATTEST: David L. Udall, Town Clerk APPRO D AS TO FORM: dir ... - 'Fair-all,'Fairall Town Attorney STATE OF NKTaohl A ) )ss County of }?j {st ) The foregoing instrument was acknowledged before me on i ' cA 16-1/4-, 202,3 by Gary L.Abrams, President of PIMA AVIATION, INC., an Arizona corporation, on its behalf. (Seal) Notary Public ` co+sEsr„, CRYSTAL LEE BREEDING Notary Public-Arizona ' Pima County Commission#585908 1+1 ` My Comm.Expires Aug 31,2024 APIIIIIMIPRIBIMINIMIPRIMPlillpvirmainummilipolh 00086570.DOC/1 PIMA VI T! , INC. Marana Regional Airport Storage Room Lease Agreement THIS AGREEMENT is entered into by and between Pima Aviation, Inc., (the "Lessor"), an Arizona corporation whose office is located at Marana Regional Airport, mailing address: Pima Aviation, Inc. 11700 W. Avra Valley Road, #85 Marana, AZ 85653-9625 And The Town of Marana , (the "Lessee"), an Arizona municipal corporation whose principal office is located at: 11555 W Civic Center Dr Marana, AZ 85653 IN WITNESS WHEREOF, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: 1. Lease of Storage Room. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor storage room number BLDG 201 Storage A (the "Leased Premises"), located at Marana Regional Airport, for the purpose of storing the items listed below: Town of Marana airport storage, including but not limited to, tools and equipment, for airfield maintenance and other miscellaneous items. 2. Use of Leased Premises. The Leased Premises shall be used only as a private storage facility. Tenant shall conduct no commercial activity of any kind whatsoever in, from, or around the storage room. No pets or animals of any kind shall be kept on the premises. 3. Term. The term of this Agreement shall begin on the last date set forth below the parties' respective signatures, and shall continue in effect from month to month, being automatically renewed each month, unless terminated under the terms of this Agreement. 4. Termination. Either party may terminate this Agreement with ten (10) days prior written notice. 5. Fees. Lessee agrees to pay Lessor $211.20 ($217.54 after tax) per month. This amount may be adjusted at the discretion of the Lessor with at least thirty (30) days advance written notice. Rent is due and payable on the 1st of the month, every month. YOU WILL NOT RECEIVE A MONTHLY STATEMENT. Payments made more than ten (10) days after the payment is due and owing shall accrue interest at the rate of 24% per annum AND shall incur a late penalty fee of $15.00 per each month payment is made after the due date. A $25.00 fee shall be charged for returned checks. 6. Lessee further agrees to pay Lessor, in addition to the lease rent set forth above, any rental, excise, sales, or privilege tax imposed or levied by the Town of Marana, Pima County, 00086568.DOC/1 the State of Arizona, or any government or governmental agency upon Lessor on account of this Lease or the rental paid hereunder. A refundable security deposit equal to one month's rent shall be held by the Lessor during the term of this Agreement. On termination of this Agreement, the Lessor shall have the right to retain or apply any or all of the security deposit to remedy any damage to the Leased Premises or to pay any fees accrued during time of possession. The refundable portion of the security deposit shall be made payable to the Lessee within thirty (30) days after Lessee vacates the Leased Premises. 7. Right of Ingress and Egress. Lessee shall have at all times the right of ingress to and egress from the Leased Premises. To ensure this right, Lessor shall make all reasonable efforts to keep adjacent areas to the Leased Premises free and clear of all hazards and obstructions, natural or manmade. 8. Maintenance and Repairs to the Leased Premises. The Lessor shall be responsible for all maintenance/repairs to the Leased Premises, except when necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests. If the maintenance/repairs are necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests, the Lessee shall be liable for all maintenance/repair costs incurred by the Lessor, and the rent shall not be abated during the period of maintenance/repairs. If the maintenance/repairs are the responsibility of the Lessor and the damage renders the Leased Premises untenantable for a period of seven (7) days or more, the rent shall be abated during the period of untenantability. 9. Default. If Lessor defaults in the performance of its duties or obligations as required under the terms of this Agreement and if Lessor fails to remedy any such default in a manner reasonably satisfactory to Lessee within ten (10) days following receipt of Lessee's written notice to remedy said default, Lessee may immediately terminate this Agreement with written notice to Lessor. If Lessee defaults in the performance of its duties or obligations as required under the terms of this Agreement, and if Lessee fails to remedy any such default in a manner reasonably satisfactory to Lessor within ten (10) days following mailing of Lessor's written notice to Lessor's address of record to remedy said default, Lessor may immediately terminate this Agreement with written notice to Lessee. 10.Airport Rules and Regulations. Lessee agrees to comply with the Town of Marana Regional Airport Rules and Regulations. Lessee shall observe and comply with all present and future laws, ordinances, requirements, rules, and regulations of all governmental authorities having jurisdiction over the Premises or any part thereof and of all insurance companies writing policies covering the Premises or any part thereof. Lessee shall also promptly obtain each and every permit, license, certificate, or other authorization required in connection with the lawful and proper use of the Premises. Without limiting the generality of the foregoing, Lessee shall comply with all provisions of the Marana Town Code, Federal Grant Programs, Environmental Regulations, Surplus Property Instruments and Regulations of the Federal Aviation Administration, and such Rules and Regulations governing Airport operations that exist as of the date of this Lease, as well as such modifications and additions thereto. 11. Surrender of Possession. On the termination of this Agreement, Lessee's rights to use of the Leased Premises shall cease and Lessee shall vacate the Leased Premises without unreasonable delay. Except as otherwise provided in this Agreement, all fixtures, improvements, equipment, and other property bought, installed, erected, or placed in the Leased Premises by the Lessee shall remain the property of Lessee. Lessee shall have the right to remove these fixtures, improvements, equipment, and other property within ten (10) 00086568.DOC/1 Page 2 of 4 days after the termination of this Agreement; however, the Lessee shall be responsible for any damage caused by such removal. Title to fixtures, improvements, equipment, and other property not removed as of the termination of this Agreement, shall vest in Lessor. 12. Liability of Parties. The Lessee shall indemnify and hold harmless the Lessor for injury or property damage claims made against Lessor that were caused by the negligence or willful misconduct of the Lessee, its agents, employees, and/or guests. The Lessor shall indemnify the Lessee for injury or property damage claims made against Lessee that were solely caused by the negligence or willful misconduct of the Lessor. Notwithstanding any other provisions in this contract, it is expressly agreed and understood that under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special, or exemplary damages, whether in contract or tort (including strict liability and negligence) such as, but not limited to, loss of use or diminution of value. 13. Inspection. The Lessor will retain a key for access to the storage room. The Lessor, Town of Marana Airport Director, or local fire official may enter and inspect the Leased Premises at any time for the purpose of ensuring Lessee's compliance with its obligations under this Agreement. Lessor, Town of Marana Airport Director, or local fire official will be held responsible for any theft or damage to Lessee's property should the Lessor, Town of Marana Airport Director, or local fire official fail to properly secure the Leased Premises upon completion of the inspection. During such inspections at least two officials will be present at all times. If the lock is changed, Lessee will provide a key to the Lessor at the time the change is made. 14. Storage of Hazardous Materials. Hazardous materials, as defined by the State of Arizona EPA, shall not be stored in/on the Leased Premises, unless they are stored in accordance with the State of Arizona EPA rules and regulations, local fire codes, and with the written permission of the Pima Aviation, Inc. General Manager. Lessee is solely responsible for the cleanup of any hazardous material spill on the Leased Premises if the spill was caused by the negligence or willful misconduct of the Lessee, its agents, employees, or guests. 15.Assignment and Subletting. This Agreement may not be transferred or assigned without written authorization signed by Lessor and Lessee. The Lessee may not sublet the Leased Premises without the written consent of the Lessor. 16. Notice. All notices and requests required or authorized under this Agreement shall be in writing and sent by certified mail, return receipt requested, to the address for that party as stated in the beginning of this Agreement. The date on which any such notice is received by the addressee shall be deemed the date of notice. Should either party change addresses, that party shall notify the other party within fifteen (15) days after the change. 17. Governing Law. This Agreement is a contract executed under and to be construed under the laws of the State of Arizona. 18.Attorney Fees. In the event any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party a reasonable sum for the successful party's attorney's fees. 19.Waiver. Either party's failure to enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the other party from future performance of that provision or any other provision. 20. Severability. The invalidity of any portion of the Agreement shall not affect the validity of the remaining portions thereof. 00086568.DOC/1 Page 3 of 4 21. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and may have no substantive effect on the Agreement nor are they intended to aid in the interpretation of the Agreement. 22. Subordination of Agreement. This Agreement shall be subordinate to the provisions of any existing or future agreement between the Lessor and the United States relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. 23. Entire Agreement. This Agreement constitutes the entire agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date set forth below the parties' respective signatures.. "Lessor": "Lessee": PIMA AVIATION, INC., THE TOWN OF MARANA, an Ari orta corporation an Arizo muni 40a1 corporation !! /1; i 111r Gary L. Abrams Mayor Ed Honea President 3 J j �� I 2 �t 3( 2oz3 ) Date Date ATTEST: 4101Lik‘ Davidtt: dall, Town Clerk APPROVED AS TO FORM: /lLAL.:�L I/ J. = airall, own Attorney STATE OF ,TZ,,,w1I\ )ss County of IZETyvA ) The foregoing instrument was acknowledged before me on rifNAT L(3' , 20 by Gary L.Abrams, President of PIMA AVIATION, INC., an Arizona corporation, on its behalf. (Sel d CRYSTAL LEE BREEDING 9 Notary Public-Arizona Notar Public er Pima County y 4 ',I �� Commission#585908 4 ' My Comm.Expires Aug 31,2024 00086568.DOC/1 Page 4 of 4 ----CPIMA AVIATION, INC. Marana Regional Airport Hangar and Shadeport Lease Agreement THIS AGREEMENT, is entered into by and between Pima Aviation, Inc., (the "Lessor"), an Arizona corporation whose office is located at Marana Regional Airport, mailing address: Pima Aviation, Inc. 11700 W. Avra Valley Road, #86 Marana, AZ 85653-9625 And The Town of Marana, (the "Lessee"), an Arizona municipal corporation whose principal office is located at: 11555 W Civic Center Dr. Marana, AZ 85653 IN WITNESS WHEREOF, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: 1. Lease of Hangar or Shadeport. Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor hangar/shadeport number BLDG 201 #1 (the "Leased Premises"), located at Marana Regional Airport, for the purpose of storing the following Airport Storage: Town of Marana airport storage, including but not limited to, barricades, riding mowers, lighted X's used to control closed runways, and other Miscellaneous items. 2. Use of Leased Premises. The Leased Premises shall only be used for the storage of the Airport Storage. Lessee will be allowed to park his/her car in the Leased Premises during such time that Lessee is using the Leased Premises. Tenant shall conduct no commercial activity of any kind whatsoever in, from, or around the Leased Premises. 3. Term. The term of this Agreement shall begin on the last date set forth below the parties' respective signatures, and shall continue in effect from month to month, being automatically renewed each month, unless terminated under the terms of this Agreement. 4. Termination. Either party may terminate this Agreement with ten (10) days prior written notice. 00086569.DOC/1 Page 1 of 5 5. Fees. Lessee agrees to pay Lessor $326.70 ($336.50 after tax) per month. This amount may be adjusted at the discretion of the Lessor with at least thirty (30) days advance written notice. Rent is due and payable on the 1st of the month, every month. YOU WILL NOT RECEIVE A MONTHLY STATEMENT. Payments made more than ten (10) days after the payment is due and owing shall accrue interest at the rate of 24% per annum AND shall incur a late penalty fee of $15.00 per each month payment is made after the due date. A $25.00 fee shall be charged for returned checks. Lessee further agrees to pay Lessor, in addition to the rent set forth above, any rental, excise, sales, or privilege tax imposed or levied by the Town of Marana, Pima County, the State of Arizona, or any government or governmental agency upon Lessor on account of this Agreement or the rental paid hereunder. A refundable security deposit equal to one month's rent shall be held by the Lessor during the term of this Agreement. On termination of this Agreement, the Lessor shall have the right to retain or apply any or all of the security deposit to remedy any damage to the Leased Premises or to pay any fees accrued during time of possession. The refundable portion of the security deposit shall be made payable to the Lessee within thirty (30) days after Lessee vacates the Leased Premises. 6. Right of Ingress and Egress. Lessee shall have at all times the right of ingress to and egress from the Leased Premises. To ensure this right, Lessor shall make all reasonable efforts to keep adjacent areas to the Leased Premises free and clear of all hazards and obstructions, natural or manmade. 7. Maintenance and Repairs to the Leased Premises. The Lessor shall be responsible for all maintenance/repairs to the Leased Premises, including the hangar doors, except when necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests. If the maintenance/repairs are necessitated by the negligence or willful misconduct of the Lessee, its agents, employees, or guests, the Lessee shall be liable for all maintenance/repair costs incurred by the Lessor, and the rent shall not be abated during the period of maintenance/repairs. If the maintenance/repairs are the responsibility of the Lessor and the damage renders the Leased Premises untenantable for a period of seven (7) days or more, the rent shall be abated during the period of untenantability. 8. Default. If Lessor defaults in the performance of its duties or obligations as required under the terms of this Agreement and if Lessor fails to remedy any such default in a manner reasonably satisfactory to Lessee within ten (10) days following receipt of Lessee's written notice to remedy said default, Lessee may immediately terminate this Agreement with written notice to Lessor. If Lessee defaults in the performance of its duties or obligations as required under the terms of this Agreement, and if Lessee fails to remedy any such default in a manner reasonably satisfactory to Lessor within ten (10) days following mailing of Lessor's written notice to Lessor's address of record to remedy said default, Lessor may immediately terminate this Agreement with written notice to Lessee. 9. Airport Rules and Regulations. Lessee agrees to comply with the Town of Marana Regional Airport Rules and Regulations. Lessee shall observe and comply with all present and future laws, ordinances, requirements, rules, and regulations of all governmental authorities having jurisdiction over the Premises or any part thereof and of all insurance companies writing policies covering the Premises or any part thereof. Lessee shall also promptly obtain each and every permit, license, certificate, or other authorization required in connection with the lawful and proper use of the Premises. Without limiting the generality of the foregoing, Lessee shall 00086569.DOC/1 Page 2 of 5 comply with all provisions of the Marana Town Code, Federal Grant Programs, Environmental Regulations, Surplus Property Instruments and Regulations of the Federal Aviation Administration, and such Rules and Regulations governing Airport operations that exist as of the date of this Agreement, as well as such modifications and additions thereto. 10. Surrender of Possession. On the termination of this Agreement, Lessee's rights to use of the Leased Premises shall cease and Lessee shall vacate the Leased Premises without unreasonable delay. Except as otherwise provided in this Agreement, all fixtures, improvements, equipment, and other property bought, installed, erected, or placed in the Leased Premises by the Lessee shall remain the property of Lessee. Lessee shall have the right to remove these fixtures, improvements, equipment, and other property within ten (10) days after the termination of this Agreement; however, the Lessee shall be responsible for any damage caused by such removal. Title to fixtures, improvements, equipment, and other property not removed as of the termination of this Agreement, shall vest in Lessor. 11. Liability of Parties. The Lessee shall indemnify and hold harmless the Lessor for injury or property damage claims made against Lessor that were caused by the negligence or willful misconduct of the Lessee, its agents, employees, and/or guests. The Lessor shall indemnify the Lessee for injury or property damage claims made against Lessee that were solely caused by the negligence or willful misconduct of the Lessor. Notwithstanding any other provisions in this contract, it is expressly agreed and understood that under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special, or exemplary damages, whether in contract or tort (including strict liability and negligence) such as, but not limited to, loss of use or diminution of value. 12. Inspection. The Lessor will retain a key for access to the hangar. The Lessor, Town of Marana Airport Director, or local fire official may enter and inspect the Leased Premises at any time for the purpose of ensuring Lessee's compliance with its obligations under this Agreement. Lessor, Town of Marana Airport Director, or local fire official will be held responsible for any theft or damage to Lessee's property should the Lessor, Town of Marana Airport Director, or local fire official fail to properly secure the Leased Premises upon completion of the inspection. During such inspections at least two officials will be present at all times. If the lock is changed, Lessee will provide a key to the Lessor at the time the change is made. 13. Storage of Hazardous Materials. Hazardous materials, as defined by the State of Arizona EPA, shall not be stored in/on the Leased Premises, unless they are stored in accordance with the State of Arizona EPA rules and regulations, local fire codes, and with the written permission of the Pima Aviation, Inc. General Manager. Lessee is solely responsible for the clean up of any hazardous material spill on the Leased Premises if the spill was caused by the negligence or willful misconduct of the Lessee, its agents, employees, or guests. 14. Assignment and Subletting. This Agreement may not be transferred or assigned without written authorization signed by Lessor and Lessee. The Lessee may not sublet the Leased Premises without the written consent of the Lessor. 15. Notice. All notices and requests required or authorized under this Agreement shall be in writing and sent by certified mail, return receipt requested, to the address for that party as stated in the beginning of this Agreement. The date on which any such notice is received by the addressee shall be deemed the date of notice. Should either party change addresses, that party shall notify the other party within fifteen (15) days after the change. 16. Governing Law. This Agreement is a contract executed under and to be construed under the laws of the State of Arizona. 00086569.DOC/1 Page 3 of 5 17. Attorney Fees. In the event any action is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party a reasonable sum for the successful party's attorney's fees. 18. Waiver. Either party's failure to enforce any provision of this Agreement against the other party shall not be construed as a waiver thereof so as to excuse the other party from future performance of that provision or any other provision. 19. Severability. The invalidity of any portion of the Agreement shall not affect the validity of the remaining portions thereof. 20. Paragraph Headings. The headings to the paragraphs to this Agreement are solely for convenience and may have no substantive effect on the Agreement nor are they intended to aid in the interpretation of the Agreement. 21. Subordination of Agreement. This Agreement shall be subordinate to the provisions of any existing or future Agreement between the Lessor and the United States relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. 22. Entire Agreement. This Agreement constitutes the entire agreement between the parties. No statements, promises, or inducements made by any party to this Agreement, or any agent or employees of either party, which are not contained in this written contract shall be valid or binding. This Agreement may not be enlarged, modified, or altered except in writing signed by the parties. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below the parties' respective signatures. "Lessor": "Lessee": PIMA AVIATION, INC., THE TOWN OF MARANA, an A riz•na corporation an Arizona 'uni l al corporation Gary L. Abrams Mayor Ed Honea Presiden �� 2� aY 3( Zaz 3 Date D e ATTEST: Ail. - [Notary Page Follows] David L. Udall, Town Clerk APPRO I AS TO FORM: J.. e ' airall, Town Attorney 00086569.DOC/1 Page 4 of 5 STATE OF PijzR ) )ss County oflam'cy P ) The foregoing instrument was acknowledged before me on 1Y\1 _' c tt0' 2023 by Gary L.Abrams, President of PIMA A TION, INC., an Arizona corporation, on its behalf. (Seal) ^illa- Notary Public V —u 4 cMycrnrn.ExPAug32o24 CRYSTAL LEE BREEDING , Notary Public-Arizona 1r L Pima County 4j Commission#585908 4 00086569.DOC/1 Page 5 of 5