HomeMy WebLinkAboutResolution 2024-064 Approving and Authorizing the Mayor to Sign the Third Amendment to the Master Development Lease Agreement Airport MARANA RESOLUTION NO. 2024-064
RELATING TO MARANA REGIONAL AIRPORT; APPROVING AND AUTHORIZING
THE MAYOR TO SIGN THE THIRD AMENDMENT TO THE MASTER
DEVELOPMENT LEASE AGREEMENT 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. are parties to that certain
lease agreement entitled, Master Development Lease Agreement(also known as the "73-
Acre Lease") with a Commencement Date ofJune 1 1999 (the "Lease"), as amended
by
the First Amendment to the 73-Acre Lease recorded in the office of the Pima County
Recorder on December 28,2001 at Sequence No. 20012501214,and as further amended by
the Second Amendment to the Master Development Lease Agreement recorded in the
office of the Pima County Recorder on June 12, 2018 at Sequence No. 20181630107, by
which Lessor leases to Lessee a certain portion of real property located at the Marana
Regional Airport (formerly the Avra Valley Airport), 11700 West Avra Valley Road,
Town of Marana; and
WHEREAS the Town and Pima Aviation now desire to amend the Lease further
to retroactively extend it while the parties negotiate the terms and conditions of a new
lease or other negotiated resolution; and
WHEREAS the Mayor and Council find this resolution 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 Third Amendment to Master
Development Lease Agreement, substantially in the same form attached to and
incorporated by this reference in this resolution as Exhibit A, is hereby approved, the
Mayor is hereby authorized and directed to sign it for and on behalf of the Town of
Marana, and the Towri 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 agreement.
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Resolution No.2024-064
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 18th day of June, 2024.
Mayor Ed Honea
ATTEST: APPROVED AS TO FOR :
C-L )
David L. Udall, Town Clerk Jane Fa_ all, Tow Attorney
460
MAPANA AZ
ESTABLISHED 1977
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Resolution No.2024-064
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20241730160
PLEASE
06/21/2024 10:11:26 AM Page: 1 of 6
Gabriella Cazares-Kelly Recorder L
OFFICIAL RECORDS OF PIMA COUNTY, AZ
liii c 11%VY 141 V AIIVION I ti'tN AYA14:1041011 ti+ALVICII III
THIRD AMENDMENT TO MASTER DEVELOPMENT LEASE AGREEMENT
THIS THIRD AMENDMENT TO MASTER DEVELOPMENT LEASE AGREEMENT (this "Third
Amendment") is made and entered by and between the TOWN OF MARANA, an Arizona
municipal corporation,successor in interest to Pima County,("Lessor") and PIMA AVIATION,
INC.,an Arizona corporation("Lessee"). Lessor and Lessee are collectively referred to in this
Third Amendment as the"Parties" and are sometimes referred to individually as a"Party."
RECITALS
A. Lessor and Lessee are parties to that certain lease agreement entitled,
"Master Development Lease Agreement" (also known as the "73-Acre Lease") with a
Commencement Date of June 1, 1999 (the "Original Lease") by which Lessor leases to
Lessee a certain portion of real property located at the Marana Regional Airport(formerly
the Avra Valley Airport), 11700 West Avra Valley Road, Town of Marana, County of
Pima,State of Arizona (the"Premises").
B. On September 4, 2001, the Parties entered into the "First Amendment to
the 73-Acre Lease,"recorded in the office of the Pima County Recorder on December 28,
2001, at Docket 11705, Page 5244 (Sequence No.20012501214), (the "First Amendment")
by which the Parties amended the Original Lease to revise the legal descriptions of the
Premises.
C. On June 5, 2018, the Parties entered into the "Second Amendment to the
Master Development Lease Agreement," recorded in the office of the Pima County
Recorder on June 12,2018, at Sequence No.20181630107, (the "Second Amendment"),
by which the Parties amended the Original Lease to again revise the legal descriptions of
the Premises, revised Articles 12 ("Rules and Regulations"), 14 ("Reservation of
Easement"), and 20 ("General Provisions") of the Original Lease, and clarified that the
effective date of the Original Lease for all purposes is the same as the Commencement
Date of June 1, 1999.
D. For reference purposes, a true and correct copy of the Original Lease was
attached to the Second Amendment and recorded in the office of the Recorder of Pima
County,Arizona with the Second Amendment.
E. The Premises are more particularly described as follows:
1. Parcel One as described in the legal description and map attached as
Exhibit B to the First Amendment to 73-Acre Lease dated September 4,
2001, recorded in the office of the Recorder of Pima County, Arizona, on
December 28, 2001, at Docket 11705, Page 5244 (Sequence 20012501214)
2. Parcel Two as described in the legal description and map attached as
Exhibit 2 to the Second Amendment to Master Development Lease
Agreement, dated June 5, 2018 recorded in the office of the Recorder of
Pima County, Arizona,on June 12,2018,at Sequence 20181630107
3. Parcel Three as described in the legal description and map attached as
Exhibit 1 to the Second Amendment to Master Development Lease
Agreement, dated June 5, 2018 recorded in the office of the Recorder of
Pima County, Arizona,on June 12, 2018, at Sequence 20181630107
F. Paragraph 2.1 of the Original Lease provided that the Original Lease was
for an Initial Term of 25 Lease Years beginning on June 1, 1999. "Lease Years" was
defined as "a one year period beginning on the first day of the Initial Term or on any
subsequent anniversary of such date and ending on the day preceding the next following
anniversary of such date." The Parties agree that based on this language, the Original
Lease commenced on June 1,1999, and expired on May 31,2024.
G. Paragraph 2.2 of the Original Lease provided that if Lessee was not in
default in the performance of any of the terms of the Original Lease when the initial
25-year term expired, Lessor shall extend the Original Lease at the option of Lessee for a
single additional 25-year period.The Original Lease provided further that Lessee was to
exercise the option to extend the Original Lease by notifying Lessor in writing at least
one year and no more than three years prior to the expiration of the Initial Term of the
Original Lease.
H. Lessee provided written notice to Lessor of Lessee's desire to exercise its
option to extend the lease on May 31, 2024, less than one year prior to the expiration of
the Original Lease; thus, the Original Lease expired on its own terms at the end of the
initial 25-year term.
I. The Parties have been negotiating regarding the terms of a new lease or
other resolution of issues between the Parties, and Lessee has continued to occupy the
Premises and pay rent on the Premises as Lessee did prior to the expiration of the
Original Lease.
J. Paragraph 20.5 of the Original Lease provided that the Original Lease may
not be enlarged,modified, or altered except in writing by the Parties.
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K. The Parties desire now to amend the Original Lease to retroactively extend the
term of the Original Lease while the Parties continue to negotiate the terms of a new lease or
other resolution of issues between the Parties and to make other miscellaneous revisions to
the Original Lease.
AGREEMENT
Now, THEREFORE, in consideration of the recitals set forth above and the mutual
covenants,conditions, and agreements set forth in the Original Lease,the First Amendment,
the Second Amendment,and this Third Amendment,the Parties agree as follows:
1. Extension of Term.The term of the Original Lease is retroactively extended for
a period beginning June 1,2024,and ending August 31,2024,(the"Extension Period")unless
sooner terminated pursuant to the provisions of this Third Amendment. The terms and
provisions of the Original Lease shall apply during the Extension Period.
2. Ongoing Negotiations. The Parties shall continue to negotiate regarding the
terms and conditions of a new lease for the Premises,or any portion of the Premises,or other
resolution of issues between the Parties in good faith during the Extension Period.The Parties
agree that they intend to reach final agreement on the new lease or other resolution before
August 31, 2024. Failure to reach final agreement by that date shall provide grounds for the
Lessor to terminate the Original Lease pursuant to paragraph 3.2 below,unless Lessor agrees
in writing to negotiate beyond that date.
3. Termination of Original Lease. In addition to the termination provisions set
forth in Articles 16 and 17 of the Original Lease, the following termination provisions shall
apply during the Extension Period.
3.1. The Original Lease shall automatically terminate upon the effective date of any
new lease for the Premises or any portion of the Premises, or upon written
confirmation between the Parties regarding another negotiated resolution.
3.2. If Lessee defaults on the terms of this Third Amendment by failing to negotiate
the terms and conditions of a new lease for the Premises, or any portion of the
Premises, or other resolution in good faith, Lessor shall provide written notice to
Lessee in accordance with Article 21 of the Original Lease of Lessor's default. Lessee
shall have 30 days after receipt of the written notice to cure or remedy the default. If
Lessee fails to cure or remedy the default, Lessor may, at its option, terminate the
Original Lease, without further notice to Lessee, re-enter the Premises and recover
damages, including, but not limited to, all costs of repossession and reletting and
brokerage commissions for services performed by or for the Town.
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4. Addresses.Paragraph 21.1 of the Original Lease is hereby deleted in its entirety
and replaced with the following:
21.1 Addresses. All notices under this Lease shall be in writing,and shall be
deemed sufficiently served if hand delivered or sent by certified mail, postage
prepaid,to the recipient at the following addresses:
If to LESSOR:
Galen Beem,Airport Superintendent
Marana Regional Airport
11700 W.Avra Valley Rd., #91
Marana,AZ 85653
Terry Rozema,Town Manager
Town of Marana
11555 W.Civic Center Dr.
Marana,AZ 85653
and with a copy to:
Jane Fairall,Town Attorney
Town of Marana
11555 W. Civic Center Dr.
Marana,AZ 85653
If to LESSEE:
Gary Abrams,President
Pima Aviation,Inc.
11700 W. Avra Valley Rd., #86
Marana,AZ 85653
and with copies to:
Pima Aviation,Inc.
P.O. Box 5367
Tucson,AZ 85703
Wright Law PLLC
Attention: Nathan C.Wright,Esq.
1785 East Skyline Drive,Suite 131
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•
Tucson,Arizona 85718
5. Effective Date of the Third Amendment. This Third Amendment shall be
effective as of the signature date of the last Party to sign this Third Amendment.
6. Recordation. Lessor shall at its expense record this Third Amendment in the
office of the Recorder of Pima County, Arizona within ten days of execution of this Third
Amendment by all Parties.
7. Other Terms and Provisions. All other terms and provisions of the Original
Lease and its exhibits,as amended by the First Amendment and the Second Amendment,not
specifically changed by this Third Amendment, shall remain in effect and be binding upon
the Parties as provided for in the Original Lease. Words and phrases having a defined
meaning in the Original Lease have the same respective meanings when used in this Third
Amendment unless otherwise expressly stated.
8. Recitals. The recitals set forth at the beginning of this Third Amendment are
hereby acknowledged,confirmed to be accurate,and incorporated here by reference.
9. Entire Agreement. This Third Amendment constitutes the entire agreement
between the Parties pertaining to the subject matter of this Third Amendment. All prior and
contemporaneous agreements, representation and understanding of the Parties, oral or
written,pertaining to the subject matter of this Third Amendment are hereby superseded and
merged in this Third Amendment.
10. Severability. If any provision of this Third 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 Third 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 Third 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 Third Amendment shall be deemed reformed accordingly.
11. Governing Law. This Third 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 Third Amendment shall be brought and maintained
in Pima County,Arizona.
12. Interpretation. This Third Amendment has been negotiated by Lessor and
Lessee, and neither Party shall be deemed to have drafted this Third Amendment for
purposes of construing any portion of this Third Amendment for or against any Party.
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IN WITNESS WHEREOF, the Parties have executed this Third 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
ri
By: By:
Ed Honea,Mayor Gary L. Abrams,President
Date:
4212&'2-° Date: 6/04/
David L. Udall,Town Clerk
D AS TO FORM:
Jane • all,Town ttorney
STATE OF ARIZONA )
)ss:
County of Pima )
The foregoing instrument was acknowledged before me this N41day of June,2024,
by Gary Abrams, the President of Pima Aviation, Inc., an Arizona corporation, on behalf
of the corporation.
Notary Public
My Commission Expires: .6I t 0 4 CRYSTAL LEE BREEDING
Notary Public•Arizona
r; Pima County
.'04-°/J Commission Y 585908
My Comm.Expires Aug 31,2024 0
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