HomeMy WebLinkAboutResolution 2023-079 Approving and Authorizing the Mayor to Sign the Assignment and Assumption of Town of Marana Agreement for Construction of Water FacilitesMARANA RESOLUTION NO. 2023-079
RELATING TO WATER; APPROVING AND AUTHORIZING THE MAYOR TO
SIGN THE ASSIGNMENT AND ASSUMPTION OF TOWN OF MARANA
AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE
CONTRACT - TORTOLITA MOUNTAIN ESTATES, LOTS 1-81
WHEREAS effective March 31, 2023, the Orla O'Reilly Hazra and Sanat Hazra
Joint Trust, Dated September 8, 2020 (the "Developer') entered into the following
agreement with the Town of Marana: Town of Marana Agreement for Construction
of Water Facilities Under Private Contract, approved by the Marana Town Council
on February 7, 2023, via Marana Resolution No. 2023-013, and recorded on April 7,
2023 in the Office of the Pima County Recorder at Sequence No. 20230970016 (the
"Agreement"); and
WHEREAS Section 7.3 of the Agreement provides that the Developer "intends
to assign and delegate its rights and responsibilities under [the Agreement] to a third
party and may do so upon the prior written consent of the Town, which consent shall
not be unreasonably withheld"; and
WHEREAS the Orla O'Reilly Hazra and Sanat Hazra Joint Trust, Dated
September 8, 2020 now desires to assign its right, title, interest, and responsibilities
under the Agreement to Mattamy Tucson LLC; and
WHEREAS the Mayor and Council of the Town of Marana find that
authorizing the Town's consent of such an assignment 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, ARIZONA, that the Assignment and Assumption of Town
of Marana Agreement for Construction of Water Facilities Under Private Contract -
Tortolita Mountain Estates, Lots 1-81, substantially in the same form attached to and
incorporated by this reference in this resolution as Exhibit A, is hereby approved and the
Mayor is hereby authorized and directed to sign it for and on behalf of the Town of
Marana.
IT IS FURTHER RESOLVED 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 this resolution.
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Resolution No. 2023-079
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 1st day of August, 2023.
Mayor Ed Honea
ATTEST:
AS TO FORM:
David -C Udall, Town Clerk Ja airall, Town Attorney
MARPa'4A AZ
ESTABLISHED 1977
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Resolution No. 2023-079
WHEN RECORDED RETURN TO:
Marc D. Blonstein, Esq.
Berens Blonstein PLC
7033 East Greenway Pkwy., Suite 210
Scottsdale, Arizona 85254
ASSIGNMENT AND ASSUMPTION
OF
TOWN OF MARANA AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES
UNDER PRIVATE CONTRACT
TORTOLITA MOUNTAIN ESTATES, LOTS 1-81
THIS ASSIGNMENT AND ASSUMPTION OF TOWN OF MARANA AGREEMENT FOR
CONSTRUCTION OF WATER FACILITIES UNDER PRIVATE CONTRACT (the "Assignment")
is dated this 8`' day of August, 2023 (the "Effective Date"), by and between the ORLA O'REILLY
HAZRA AND SANAT HAZRA JOINT TRUST, DATED SEPTEMBER 8, 2020 ("Assignor") and
MATTAMY TUCSON LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. Assignor is a party to that certain Town of Marana Agreement for Construction of Water
Facilities Under Private Contract, dated as of March 31, 2023 (the "Water Agreement"), which Water
Agreement was recorded on April 7, 2023 in the Official Records of Pima County, Arizona at Document
No. 2023-0970016, relating to certain real property described therein (the "Property");
B. Assignor, as owner of the Property, desires to assign its right, title, interest and obligations in
the Water Agreement pursuant to the terms of this Assignment, and Assignee desires to assume Assignor's
right, title, interest and obligations in the Water Agreement; and
C. Capitalized terms not defined in this Assignment shall have the meanings set forth in the Water
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption of Assignor's Rights. As of the Effective Date, Assignor hereby
assigns to Assignee all of Assignor's right, title, interest and obligations in and under the Water Agreement.
On and after the Effective Date, Assignee hereby assumes from Assignor all of Assignor's right, title,
interest and obligations in and under the Water Agreement.
2. Indemnification by Assignor. Assignor hereby agrees to indemnify, protect, defend, and hold
Assignee harmless for, from and against any liabilities, obligations, actions, suits, proceedings, or claims,
and all costs and expenses (including without limitation reasonable attorneys' fees and expert witness fees)
incurred in connection with the Water Agreement, based upon or arising out of any breach or alleged breach
of the Water Agreement by Assignor occurring or alleged to have occurred prior to the Effective Date and
with respect to liability relating to or accruing prior to the Effective Date.
3. Indemnification by Assignee. Assignee hereby agrees to indemnify, protect, defend, and hold
Assignor harmless for, from and against any liabilities, obligations, actions, suits, proceedings, or claims,
and all costs and expenses (including without limitation reasonable attorneys' fees and expert witness fees)
incurred in connection with the Water Agreement, based upon or arising out of any breach or alleged breach
of the Water Agreement by Assignee occurring or alleged to have occurred after the Effective Date and
with respect to liability relating to or accruing on or after the Effective Date.
4. Binding Effect. This Assignment shall inure to the benefit of and shall be binding upon the
parties hereto and their respective successors and assigns.
5. Further Assurances. Promptly upon the request of Assignee, Assignor shall do such further acts
and shall execute, have acknowledged and delivered to Assignee or to any third party, as appropriate, any
and all further documents or instruments reasonably requested in order to carry out the intent and purpose
of this Assignment.
6. Counterparts. This Assignment may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same Assignment.
[signature pages follow]
IN WITNESS WHEREOF, the parties hereto have executed this Assignment to be effective as of
the Effective Date.
ASSIGNOR:
ORLA O'REILLY HAZRA AND SANAT HAZRA JOINT TRUST,
DATED SEPTEMBER 8, 2020
By:
Name: Orla O'Reilly Hazra
Title: Co -Trustee
Bv:
Name: Sanat Hazra
Title: Co -Trustee
STATE OF FLORIDA )
ss.
County of Sarasota )
The foregoing instrument was acknowledged before me this day of . 2023
by Orla O'Reilly Hazra, as Co -Trustee of the ORLA O'REILLY HAZRA AND SANAT HAZRA JOINT
TRUST, DATED SEPTEMBER 8, 2020, for and on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
STATE OF FLORIDA )
) ss.
County of Sarasota )
The foregoing instrument was acknowledged before me this day of 12023
by Sanat Hazra, as Co -Trustee of the ORLA O' REILLY HAZRA AND SANAT HAZRA JOINT TRUST,
DATED SEPTEMBER 8, 2020, for and on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
My Commission Expires:
Notary Public
4
ASSIGNEE:
MATTAMY TUCSON LLC,
a Delaware limited liability company
By: _
Name:
Title:
STATE OF ARIZONA )
ss.
County of Pima )
The foregoing instrument was acknowledged before me this
by , as
Delaware limited liability company, for and on behalf thereof.
day of , 2023
of MATTAMY TUCSON LLC, a
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
CONSENT
The undersigned hereby consents to the foregoing Assignment and Assumption of Town of Marana
Agreement for Construction of Water Facilities Under Private Contract by the ORLA O'REILLY HAZRA
AND SANAT HAZRA JOINT TRUST, DATED SEPTEMBER 8, 2020 to MATTAMY TUCSON LLC,
a Delaware limited liability company.
TITLE SECURITY AGENCY, LLC, a Delaware limited liability
company, as Trustee under Trust No. 202214-S, and not in its corporate
capacity
By: _
Name:
Title:
STATE OF ARIZONA )
ss.
County of Pima )
The foregoing instrument was acknowledged before me this day of , 2023
by , the of TITLE SECURITY AGENCY, LLC, a
Delaware limited liability company, as Trustee under Trust No. 202214-S, and not in its corporate capacity,
for and on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
CONSENT
The undersigned hereby consents to the foregoing Assignment and Assumption of Town of Marana
Agreement for Construction of Water Facilities Under Private Contract by the ORLA O'REILLY HAZRA
AND SANAT HAZRA JOINT TRUST, DATED SEPTEMBER 8, 2020 to MATTAMY TUCSON LLC,
a Delaware limited liability company.
THE TOWN OF N an Arizona municipal corporation
By:
Ed Honea, Mayor
ATTEST:
r
David L. Udall, Town Clerk
APPROVE S TO FORM:
Jane F i 11, To Attorney
STATE OF ARIZONA }
ss.
County of Pima )
The foregoing instrument was acknowledged before me this ,day or
, 2023
by Ed Honea, the Mayor, respectively, of the Town of Marana, an Arizona municipal ca oration, for and
on behalf thereof.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires: I `_ KIP— X'a5
Lynnette Valenzuela
Ehalle
Notary Public
Plma County, Arizona
Comm. Expires 11-16-25
ommission No. 617904