HomeMy WebLinkAboutResolution 2007-229 retail development tax incentive agreement regarding the marana spectrum projectF. ANN RODRIGUEZ, RECORDER DOCKET: 13211
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DEPUTY RECORDER
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TOWN OF MARANA T
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ATTN: TOWN CLERK &
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11555 W CIVIC CENTER DR MAIL
MARANA AZ 85653 AMOUNT PAID $ 20.50
MARANA RESOLUTION NO. 2007-229
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE EXECUTION
OF A RETAIL DEVELOPMENT TAX INCENTIVE AGREEMENT REGARDING THE
MARANA SPECTRUM DEVELOPMENT PROJECT.
WHEREAS A.R.S. § 9-500.11 authorizes the Town to enter into a retail development tax
incentive agreement under certain circumstances; and
WHEREAS the Mayor and Council.. find that the proposed tax incentive to be approved
by this resolution is anticipated to raise more revenue than the amount of the incentive within the
duration of the agreement; and
WHEREAS the Mayor and Council find that in the absence of a tax incentive, the Marana
Spectrum Development Project would not locate in the Town of Marana in the same time, place
or manner as it is agreeing to do under the terms of the Marana Spectrum Development
Agreement; and
WHEREAS the Town's finding that the proposed tax incentive is anticipated to raise
more revenue than the amount of the incentive within the duration of the Marana Spectrum
Development Agreement has been verified by an independent third party; and
WHEREAS on December 4, 2007, the Town adopted a notice of intent to enter into the
Marana Spectrum Development Agreement, as required by A.R. S. § 9-500.11 (K); and
WHEREAS the Mayor and Council find the terms and conditions of the Marana
Spectrum Development Agreement are in the best interest of the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The Marana Spectrum Development Agreement is hereby approved.
SECTION 2. The Mayor is hereby authorized and'directed to execute, and the Town
Clerk is hereby authorized and directed to attest to, the Marana Spectrum Development
Agreement attached to and incorporated by this reference in this Resolution as Exhibit A, for and
on behalf of the Town of Marana.
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SECTION 3. The various Town officers and employees are authorized and directed to
perfonn all acts necessary or desirable to give effect to this resolution.
PASSED AND ADOPTED BY THE MAYOR AND COUNCI OF THE TOWN OF
MARANA, ARIZONA, this 18'h day of December, 2007.
&%K-\0F Mayor Ed Hon&'a
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MARANA SPECTRum DEVELOPMENT AGREEMENT
TowN OF MARANA, ARiZONA
This Development Agreement (this "Agreement") is entered into by and between the TOWN
OF MARANA, an Arizona municipal corporation (the "Town") and KIMCO BARCLAY MARANA,
L.P., a Delaware limited partnership (the "Owner/Developer"). The Town and the
Owner/Developer are collectively referred to in this Agreement as the "Parties," and each is
sometimes individually referred to as a "Party. 11
RECITALS
A. Owner/Developer was formed and exists for the purposes of owning and developing
approximately 170 acres of real property located within the corporate limits of the Town (the
"Property").
B. Owner/Developer intends and desires to develop a regional lifestyle/entertaim-nent/power
retail shopping center on the Property containing approximately 1,200,000 square feet (the
"Development").
C. The Property and the proposed Development were included in and subject to the
provisions of the Marana Spectrum Specific Plan (the "Marana Spectrum Plan"), approved by
the Town on August 7, 2007 pursuant to Ordinance No. 2007.19.
D. The Property is legally described in Exhibit A attached to this Agreement.
E. The Town and Owner/Developer desire to establish certain agreements regarding the
Development pursuant to A.R.S. § 9-500.05 and certain agreements in connection with
development activities for the economic benefit of the Town pursuant to A.R.S. § 9-500.11 upon
and in accordance with the terms and conditions set forth in this Agreement.
F. The Development is consistent with the Town's long-term economic development
strategies and is expected to create a source of significant tax revenue for the Town for many
years.
G. The Development will have a substantial positive economic impact on the Town because
it is expected to provide diverse commercial and retail service opportunities consistent with the
businesses targeted by the Town. The facilities to be constructed as part of the Development are
expected to produce a significant number of new jobs and generate substantial sales tax
2
revenues. Consequently, the short-term and long-term benefits of the Development will offset
and significantly outweigh the costs of the reimbursements provided by the Town under this
Agreement.
H. The Development will provide significant intangible benefits to the Town as a retail
lifestyle/entertainment/power center and may also include mixed use, hotel, office and residential
components.
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MARANA SPECTRUM DEVELOPMENT AGREEMENT
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1. The Development is in compliance with the Town's adopted and approved General Plan
(as defined in A.R.S. § 9-461).
J. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agreement with
a landowner or other person or entity having an interest in real property located within the Town
to facilitate development of the property by providing for, among other things, the conditions,
terms, restrictions, and requirements for development and public infrastructure and the financing
of public infrastructure. Because of its location and typography, the Development will entail
significant atypical additional offsite and site costs requiring reimbursement for feasible
development.
K. In approving this Agreement, the Town Council has found and determined that certain
activities relating to the Development are economic development activities within the meaning of
A.R.S. § 9-500.11, that all expenditures by the Town pursuant to this Agreement constitute the
appropriation and expenditure of public monies for and in connection with economic
development activities and that it is appropriate to provide Owner/Developer with the
reimbursement in this Agreement as an inducement to cause Owner/Developer to construct, own
and operate the Development in the Town.
L. The Town adopted a notice of intent to enter into this Agreement not less than 14 days
before the Town Council approved this Agreement, in compliance with A.R.S. § 9-500.11.
M. The Town Council finds that the Development will raise more revenue for the Town than
the amount of the reimbursements to the Owner/Developer within the duration of this
Agreement.
N. An independent third party not financed by the Owner/Developer has verified the Town
Council's finding that the Development will raise more revenue for the Town than the amount of
the reimbursements to the Owner/Developer within the duration of this Agreement.
0. The Town Council finds that in the absence of the reimbursements to the
Owner/Developer provided pursuant to this Agreement, the Development would not locate in the
Town in the same time, place or manner as it will with the reimbursements to the
Owner/Developer.
P. The Owner/Developer will incur out-of-pocket public infrastructure construction costs and
will make certain contributions for public infrastructure and environmental mitigation in the
immediate vicinity of and directly benefiting the Development.
Q. The reimbursements to the Owner/Developer provided pursuant to this Agreement are
intended to reimburse the Owner/Developer for its out-of-pocket public infrastructure
construction costs and public infrastructure and environmental mitigation contributions and
related interest and carrying costs, as described more specifically in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, the
Parties agree as follows:
Article 1. Background
I.I. Incorporation of the Recitals. The foregoing Recitals are incorporated here by this
reference.
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MAR-ANA SPECTRum DEVELopmENT AGREEMENT
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1.2. Proposed Uses. The Development is a retail center planned to accommodate a range of
differing but complementary retail-related land uses on an integrated and master-planned basis.
Typical uses envisioned in the center include destination and major anchor retailers not
otherwise found or clustered in the Town, lifestyle and other retail shops, restaurants,
entertaimnent facilities, national electronic and other hard goods retailing, financial institutions
and other service businesses, landscaping, and distinctive common areas. The Development may
also include mixed use, hotel, office and residential components. Overall, the Development,
which will have a unique regional draw, will create substantial additional sales tax revenues for
the Town, will assist in the creation or retention of jobs and will otherwise improve or enhance
the economic welfare of the residents of the Town by bringing customers to the Development
from the Town and surrounding communities. Exhibit B attached to this Agreement is a
conceptual description of the master site plan for the Development. This master site plan will be
updated in accordance with paragraph 2.3.2 below.
1.3. Definitions. The following definitions shall apply to this Agreement:
1.3. 1. "Anchor Tenant" means a retailer occupying more than 80,000 square feet of
building area.
1.3.2. "Anchor Tenant Parcel" means any parcel in the Development owned, leased or
operated by an Anchor Tenant.
1.3.3. "Construction Sales Tax Revenues" mean those portions of the Town's transaction
privilege taxes (currently 4%) generated pursuant to Section 8-415 or 8-416 of the Marana
Tax Code from construction contracting or speculative builder activities occurring on the
Property.
1.3.4. "Developer Parcel" means any portion of the Property other than the Anchor
Tenant Parcels.
1.3.5. The "Development" is defined in recital B above and described in Exhibit B and in
paragraph 1.2 above.
1.3.6. "Development Regulations" is defined in paragraph 2.1 below.
1.3.7. "Initial Development Plan" is defined in paragraph 2.3.1 below.
1.3.8. "Initial Minimum Improvements" is defined in paragraph 2.3.1 below.
1.3.9. "Interchange" means the currently planned freeway bridge and related ramps
commonly referred to as the "Twin Peaks Tl," consisting of the approaches and interchange
system at approximately milepost 245 of Interstate 10, connecting Interstate 10 to Camino de
Mafiana adjacent to the Property.
1.3.10. "Interest" or "Interest Rate" means interest on the applicable obligation or sum
(including the Total Reimbursement Amount) at the rate of 6.5% per annum, compounded
quarterly on the first day of each calendar quarter.
1.3.11. The "Marana Spectrum Plan" is the Marana Spectrum Specific Plan, approved by
the Town on August 7, 2007 pursuant to Ordinance No. 2007.19 (see recital C above).
1.3.12. The "Property" is defined in recital A above and described in Exhibit A attached
to this Agreement.
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1.3.13. "Public Improvements" means the improvements described on Exhibit C attached
to this Agreement (see paragraph 3.1 below).
1.3.14. "Public Improvement Costs" means all costs, expenses, fees and charges actually
incurred and paid by or on behalf of Owner/Developer to contractors, architects, engineers,
surveyors, governmental agencies, other professionals and consultants, and other third parties
for materials, labor, planning, design, engineering, surveying, site excavation and
preparation, governmental permits and payments, payment and performance bonds, other
professional services, and all other costs and expenses related or incidental to and reasonably
necessary for, the acquisition, improvement, construction, installation, or provision of the
Public Improvements, together with all costs associated with the acquisition of lands, rights-
of-way and easements either to be dedicated to the Town or upon which Public
Improvements are to be constructed, with Interest as provided in this Agreement.
1.3.15. "Reimbursement Account" means a separate account within the Town's General
Fund or accounted for by an appropriate book or ledger entry designation for the purpose of
making Reimbursement Payments (see paragraph 6.2 below)
1.3.16. "Reimbursement Payments" is defined in paragraph 6.4 below.
1.3.17. "Sales Tax Revenues" means that portion of the Town's transaction privilege
taxes (currently 2%) generated from the following activities occurring on the Property:
1.3.17. 1. Amusements, exhibitions and similar activities pursuant to Section 8-410 of
the Marana Tax Code.
1.3.17.2. Hotels pursuant to Section 8-444 of the Marana Tax Code.
1.3.17.3. Rentals pursuant to Section 8-445 of the Marana Tax Code.
1.3.17.4. Restaurants and bars pursuant to Section 8-455 of the Marana Tax Code.
1.3.17.5. Retail sales pursuant to Section 8-460 of the Marana Tax Code.
References to sections of the existing Marana Tax Code shall include corresponding
sections of successor codes.
1.3.18. The "Total Reimbursement Amount" is defined in paragraph 6. 1.1 below.
Article 2. Development of the Property.
2. 1. Development Regulations. The development of the Property shall be governed by the
underlying zoning or land use designation and the standards provided for in the Marana
Spectrum Plan, including the Owner/Developer's design and development standards and
guidelines, as clarified and supplemented by this Agreement. The Marana Development Code, J,
including the written rules, regulations, substantive procedures, and policies relating to
development of land, adopted or approved by the Mayor and Council (collectively the "Marana 1
Development Code") in effect on the effective date of the Marana Spectrum Plan shall apply to
the extent not covered by the Marana Spectrum Plan or this Agreement. In the event of any
express conflict, the terms of this Agreement and the Marana Spectrum Plan shall control over C,
the Marana Development Code. For purposes of this Agreement, the underlying zoning or land ??2`j
use designation shall mean full development, exclusive of voluntary limitations or restrictions,
under the controlling underlying zoning or land use designation included in the Marana
Spectrum Plan, and if not so covered, under the Marana Development Code. All signage and
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MAR-ANA SPECTRUM DEVELOPMENT AGREEMENT
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lighting standards shall be governed exclusively by the Marana Spectrum Plan for a period of
five years from the Effective Date of this Agreement. Anything else in this Agreement to the
contrary notwithstanding, the Town shall not apply any ordinances enacted after the Effective
Date of this Agreement which impose special limitations or restrictions on the development of
single user retail facilities in excess of a certain size limitation (such as 100,000 square feet or
more of retail space) for retail facilities on the Property. The immediately preceding sentence
shall terminate on the tenth anniversary of the Effective Date of this Agreement. The
requirements of this paragraph are collectively referred to as the "Development Regulations."
2.2. Development Review. The Property shall be developed in a manner consistent with the
Development Regulations and this Agreement, which together establish the basic land uses, and
the densities, intensities and development regulations that apply to the land uses authorized for
the Property. Upon the Owner/Developer's compliance with the applicable development review
and approval procedures and substantive requirements of the Development Regulations, the
Town agrees to issue such permits or approvals for the Development as may be requested by the
Owner/Developer.
2.3. Initial Development Plan. As a condition precedent to the Owner/Developer's right to
receive and the Town's obligation to make Reimbursement Payments under Article 6 of this
Agreement, and not as a separate obligation, within 36 months of the date the Interchange is
completed by the Arizona Department of Transportation and first open for vehicular traffic and
use by the general public, the Owner/Developer shall prepare and submit to the Town the
following:
2.3. 1. A development plan (the "Initial Development Plan") for the initial construction of
the Development, consisting of at least 120,000 square feet of retail building space and
related parking, supporting infrastructure and amenities (the "Initial Minimum
Improvements").
2.3.2. An updated revised conceptual master site plan for the entire Development.
2.4. Minimum Construction Obligation. As a condition precedent to the Owner/Developer's
right to receive and the Town's obligation to make Reimbursement Payments under Article 6 of
this Agreement, and not as a separate contractual obligation, the Owner/Developer shall obtain
building permits for and begin construction of the Initial Minimum Improvements in a manner
consistent with the Initial Development Plan within twelve months after the later of (i) the
Town's approval of the Initial Development Plan or (ii) the Interchange is completed by the
Arizona Department of Transportation and first open for vehicular traffic and use by the general
public.
2.5. Cooperation. The Parties shall cooperate and share information and plans for the
construction of the Interchange and the construction of the Development, to assure coordination
between the Interchange construction and the development of the Development. This "I
coordination and information sharing shall include, without limitation, the Interchange height, 149
scope, ramps and curb cuts. i,9
sue
2.6. Abandonment Proceedings. The Town agrees to timely begin and diligently pur
2
abandonment proceedings pursuant to A.R.S. § 28-7201 et seq. to abandon the existing Linda 71
Vista Road right-of-way to the extent it is located within the Development to the new alignment
shown on the development plans for the Development. Owner/Developer acknowledges the
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Town's obligation to proceed as required by law, including the need to address any rights of
property owners and utility companies that rely on the right-of-way sought to be abandoned, and
the Parties will cooperate in good faith to address those rights justly and appropriately while
working toward the goal of full abandonment through the Property.
2.7. Anchor Tenant's Ability to Develop Anchor Tenant Parcel. Any Anchor Tenant may
develop its Anchor Tenant Parcel independently of the development of the Developer Parcel and
any other Anchor Tenant Parcel. So long as it complies with applicable Town requirements any
Anchor Tenant shall be entitled to receive a building permit and certificate of occupancy for the
improvements to be constructed on its Anchor Tenant Parcel, whether or not Owner/Developer
shall have developed the Developer Parcel in accordance with this Agreement; provided,
however, that an Anchor Tenant's right to a certificate of occupancy shall be expressly
conditioned upon such Anchor Tenant's submission to and approval by the Town of a
development plan consistent with the Development Regulations and completion of. (i) the
building to be located on the Anchor Tenant Parcel; (ii) all other necessary improvements to the
Anchor Tenant Parcel; (iii) all drives, utilities and entrances serving the improvements on
Anchor Tenant Parcel; (iv) applicable amounts of perimeter sidewalks for the Development that
serve the Anchor Tenant Parcel; (v) applicable amounts of appurtenant landscaping for entrances
and drives located on the Developer Parcel but serving Anchor Tenant Parcel; and (vi) offsite
improvements serving the Anchor Tenant Parcel set forth on the approved development plan for
the Anchor Tenant Parcel and provided further that the Town's standard bonding obligations
shall be enforced with respect to Anchor Tenant's completion of (i) through (vi) above. Further
in the event Owner/Developer is not performing under this Agreement with reference to any
obligations or improvements referenced in subparts (ii) through (vi) above, Anchor Tenant shall
have the right to cure such non-perfannance for a period of six months from the date of the
Town's written non-performance notice to Owner/Developer in accordance with paragraph 7.2
below.
Article 3. Owner/Developer's Contributions for Public Improvements
3.1. Public Improvements Construction and Reimbursement. As a condition precedent to
receiving Reimbursement Payments under Article 6 of this Agreement, and not as a separate
contractual obligation, the Owner/Developer shall, in conjunction with its construction of the
Development and in accordance with the State of Arizona and the Town public infrastructure
construction procurement laws and procedures:
3. 1. 1. Design and construct the Public Improvements described in Exhibit C attached to
this Agreement which are identified as being constructed by the Owner/Developer; and
3.1.2. Reimburse the Town, within sixty days of completion and written demand by the
Town, all costs of the Public Improvements described in Exhibit C attached to this
Agreement which are identified as being constructed by the Town; and
3.1.3. Pay all Public Improvement Costs as they become due.
3.2. Town Review and Approval of Plans. Except as expressly provided in this Agreement,
the development and construction of the Public Improvements is subject to the Town's normal
plan submittal, review and approval procedures and construction inspection requirements.
3.3. Town Construction. The Town shall timely construct all Public Improvements identified
as being constructed by the Town as set forth in Exhibit C to this Agreement.
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Article 4. Owner/Developer's Environmental Mitigation Contribution
As a condition precedent to receiving Reimbursement Payments under Article 6 of this
Agreement, and not as a separate contractual obligation, the Owner/Developer shall make a cash
contribution of $456,000 to the Town to be used for acquisition of environmentally sensitive
lands for the preservation of species native to the general area of the Development.
Article 5. Owner/Developer's Payment of Development Impact Fees
5. 1. Water Impact Fees. The only Town development impact fees adopted by the Town
pursuant to A.R.S. § 9-463.05 and currently applicable to the Development are the Gravity
Storage and Renewable Water Resource Fee and the Water System Infrastructure Impact Fee,
adopted by Marana Ordinance No. 2005.25.
5.2. Other IMpact Fees. Except as specifically provided in the first sentence of paragraph 5.1
above, no surcharge, development fees or impact fees, exactions or impositions of any kind
whatsoever for water, sewer, utilities, streets or other transportation systems, parks, preserves,
storm sewers, flood control, public safety or other public services or any other infrastructure cost
or expense shall be chargeable to the Owner/Developer or to any owner, lessee or occupant of
the Development until the ninth anniversary of the Effective Date of this Agreement.
Article 6. Town Reimbursement to Owner/Developer
6. 1. Reimbursement Amount. The Town shall make Reimbursement Payments to the
Owner/Developer for:
6. 1. 1. The Owner/Developer's Public Improvement Costs and reimbursements to the
Town for the Public Improvements (see Article 3 and paragraph 1.3.14 above) (collectively,
the "Total Reimbursement Amount").
6.1.2. From and after the commencement of construction of the Public Improvements,
Interest shall accrue on any unreimbursed portion of the Total Reimbursement Amount at the
Interest Rate. This accrued interest on the Total Reimbursement Amount shall be a portion of
the Reimbursement Payments in paragraph 6.4 below. The Owner/Developer shall submit to
the Town a quarterly statement showing the actual construction costs incurred and
contributions paid to date for the Public Improvements. The Owner/Developer shall provide
the Town with invoices or other backup information reasonably requested by the Town to
confirm the accuracy of the Owner/Developer's quarterly statement of costs and
contributions.
6.2. Reimbursement Account. The Town shall deposit into the Reimbursement Account 45%
of the Sales Tax Revenues (see paragraph 1.3.17 above) as they are received from the Arizona
Department of Revenue, beginning with the first such revenues generated from the Property and
ending upon the earlier of the following:
6.2. 1. The expiration of this Agreement.
6.2.2. When the Town has fully reimbursed the Owner/Developer for the costs of the
Public Improvements and Interest, even if total reimbursement is less than Thirty Million
Dollars ($30,000,000).
6.2.3. When the total cumulative amount deposited in the Reimbursement Account equals
Thirty Million Dollars ($30,000,000).
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Funds in the Reimbursement Account shall be reimbursed to the Owner/Developer pursuant to
paragraph 6.4 below.
6.3. No Reimbursement Out of Construction Sales Tax Revenues. No portion of any
reimbursement under this Article shall consist of Construction Sales Tax Revenues (see
paragraph 1.3.3 above).
6.4. Reimbursement PaMents. The Town shall pay to the Owner/Developer within the first
45 days of each calendar quarter all funds in the Reimbursement Account ("Reimbursement
Payments"), beginning the first calendar quarter after the later of (i) Town's issuance of the
certificate of occupancy for the last building constructed as the Initial Minimum Improvements
as shown on the Initial Development Plan (see paragraph 2.3.1 above) or (ii) the
Owner/Developer's satisfaction of all conditions precedent to receiving Reimbursement
Payments as set forth in this Agreement. Any funds accrued in the Reimbursement Account but
not yet disbursed to the Owner/Developer upon the expiration of this Agreement shall be paid to
Owner/Developer within thirty days after the expiration of this Agreement.
6.5. Owner/Developer Audit. Not more than once each calendar year, the Owner/Developer
may, at its own cost, audit Town sales tax returns and other appropriate financial records of the
Town to assure prompt and accurate deposit into the Reimbursement Account of all revenues as
required pursuant to this Agreement.
6.6. Annual Rgport. Within 45 days following the end of each Town fiscal year, the Town
shall deliver to the Owner/Developer a report of all Sales Tax Revenues generated by or
attributable to the Development which have been utilized by the Town in determining the
amount deposited into the Reimbursement Account.
6.7. Limitations. During the Tenn of this Agreement, the Town shall not enter into any
agreement or transaction which impairs the rights of Owner/Developer under this Agreement,
including, without limitation, the right to receive the Reimbursement Payments and the proceeds
of the Reimbursement Account in accordance with the procedures established in this Agreement.
6.8. Multiple Business Locations; Release of Tax Information. Since some businesses with
multiple locations in the Town report their transaction privilege taxes on the basis of revenues
for all their locations in the Town, rather than separately for each location, Owner/Developer
shall request each such business to separately report transaction privilege taxes for transactions at
its business located in the Development. The Owner/Developer shall exercise reasonable efforts
to obtain from all businesses in the Development a consent to release of tax information in a
form reasonably acceptable to the Town. If the separate report required by this paragraph is not
provided to the Town, the Town shall make a reasonable estimate of the Sales Tax Revenues
derived from the Development based on all information available to the Town, including ?1,
information provided by the Owner/Developer, and the good faith certification by the Town's
Finance Director shall be considered final and binding upon the Owner/Developer. The final
certification of the Town's Finance Director shall be subject to all applicable laws that may
prohibit or limit the dissemination or use of transaction privilege tax and related information. ??4
?19
Article 7. Cooperation and Alternative Dispute Resolution.
7. 1. Appointment of Rgpresentatives. To further the commitment of the Parties to cooperate
in the progress of the Development, the Town and the Owner/Developer each shall designate and
appoint a representative to act as a liaison between the Town and its various departments and the
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Owner/Developer. The initial representative for the Town (the "Town Representative") shall be
the Planning Director, and the initial representative for the Owner/Developer shall be Trey Eakin
or a replacement to be selected by the Owner/Developer. The representatives shall be available at
all reasonable times to discuss and review the performance of the Parties to this Agreement and
the development of the Property.
7.2. Non-Performance; Remedies. If either Party does not perform under this Agreement (the
"Non-Performing Party") with respect to any of that Party's obligations under this Agreement,
the other Party (the "Demanding Party") shall be entitled to give written notice in the manner
prescribed in paragraph 8.29 below to the Non-Performing Party, which notice shall state the
nature of the non-performance claimed and make demand that such non-performance be
corrected. The Non-Performing Party shall then have (i) twenty days from the date of the notice
within which to correct the non-performance if it can reasonably be corrected by the payment of
money, or (ii) thirty days from the date of the notice to cure the non-performance if action other
than the payment of money is reasonably required, or if the non-monetary non-performance
cannot reasonably be cured within thirty days, then such longer period as may be reasonably
required, provided and so long as the cure is promptly commenced within thirty days and
thereafter diligently prosecuted to completion. If any non-performance is not cured within the
applicable time period set forth in this paragraph, then the Demanding Party shall be entitled to
begin the mediation and arbitration proceedings set forth in this Article. The Parties agree that
due to the size, nature and scope of the Development, and due to the fact that it may not be
practical or possible to restore the Property to its condition prior to Owner/Developer's
development and improvement work, once implementation of this Agreement has begun, money
damages and remedies at law will likely be inadequate and that specific performance will likely
be appropriate for the non-performance of a covenant contained in this Agreement. This
paragraph shall not limit any contract or other rights, remedies, or causes of action that either
Party may have at law or in equity.
7.3. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve
between themselves, the Parties agree that there shall be a forty-five day moratorium on
arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding
mediation before commencement of arbitration. The mediation shall be held under the
commercial mediation rules of the American Arbitration Association. The matter in dispute shall
be submitted to a mediator mutually selected by Owner/Developer and the Town. If the Parties
cannot agree upon the selection of a mediator within seven days, then within three days
thereafter the Town and the Owner/Developer shall request the presiding judge of the Superior
Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The
mediator selected shall have at least five years' experience in mediating or arbitrating disputes
relating to real estate development. The cost of any such mediation shall be divided equally
between the Town and the Owner/Developer. The results of the mediation shall be nonbinding
on the Parties, and any Party shall be free to initiate arbitration after the moratorium.
7.4. Arbitration. After mediation, as provided for in this Article, any dispute, controversy,
claim or cause of action arising out of or relating to this Agreement shall be settled by
submission of the matter by both Parties to binding arbitration in accordance with the rules of the
American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et
seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having
jurisdiction.
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Article 8. General Terms and Conditions.
8.1. Term. This Agreement shall become effective upon its execution by all the Parties and
the effective date of the resolution or action of the Town Council approving this Agreement (the
"Effective Date"). The term of this Agreement shall begin on the Effective Date and, unless
sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall
thereafter be void for all purposes (a) when the total amount of all Reimbursement Payments (see
paragraph 6.4 above) equals Thirty Million Dollars ($30,000,000) or (b) on December 31
immediately following the earlier of (i) the twentieth anniversary of the Effective Date and
(ii) the fifteenth anniversary of the date the Interchange is completed by the Arizona Department
of Transportation and first open for vehicular traffic and use by the general public. The Town at
its option may record a document in the office of the Pima County Recorder which states the
date the Interchange was completed by the Arizona Department of Transportation and first open
for vehicular traffic and use by the general public. If the Parties determine that a longer period is
necessary for any reason, the term of this Agreement may be extended by written agreement of
the Parties.
8.2. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right
or remedy, and no waiver by the Town or the Owner/Developer of the non-performance of any
covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach
of the same or any other covenant or condition of this Agreement.
8.3. Attorngy's Fees. If any Party brings a lawsuit against any other Party to enforce any of
the terms, covenants or conditions of this Agreement, or by reason of any non-performance of
this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys'
fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the
use of the word "lawsuit" in the preceding sentence shall constitute a waiver of paragraph 7.4
above, requiring disputes to be resolved by binding arbitration.
8.4. CountMarts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. The signature pages from one or more counterparts may be removed from the
counterparts and attached to a single instrument so that the signatures of all Parties may be
physically attached to a single document.
8.5. Headings. The descriptive headings of this Agreement are intended to be used to assist
in interpreting the meaning and construction of the provisions of this Agreement.
8.6. Recitals. The recitals set forth at the beginning of this Agreement are hereby
acknowledged, confirmed to be accurate and incorporated here by reference.
8.7. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been
IS
,i
incorporated in this Agreement by reference with the same force and effect as if fully set forth in 2
the body of this Agreement.
8.8. Further Acts. Each of the Parties shall execute and deliver all documents and perform all
acts as reasonably necessary, from time to time, to carry out the matter contemplated by this
Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good
faith and process promptly any requests and applications for plat or permit approvals or
revisions, and other necessary approvals relating to the Development.
100006071.DOC / 41 12/18/20078:47PM
MAR-ANA SPECTRUM DEVELOPMENT AGREEMENT
_10-
8.9. Time Essence. Time is of the essence of each and every obligation by the Town and
Owner/Developer under this Agreement.
8.10. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of the Parties pursuant to A.R.S. § 9-500.05 (D).
Owner/Developer shall retain the right to receive Reimbursement Payments as provided by
paragraph 6.4 of this Agreement regardless of the status of title or ownership of any or all of the
Property unless Owner/Developer expressly assigns its rights to receive the Reimbursement
Payments. No assignment, however, shall relieve either party of its obligations under this
Agreement, except that an assignment by Owner/Developer in connection with the transfer of
title to the Property shall relieve Owner/Developer of its obligations under this Agreement if the
transferee agrees to be fully bound by the provisions of this Agreement. Any assignment by
Owner/Developer shall be subject to the approval of the Town, which shall not be unreasonably
withheld or delayed. Notwithstanding the foregoing, Owner/Developer may, without the Town's
consent, assign this Agreement to any Affiliate of Owner/Developer, or any entity in which
Owner/Developer or an Affiliate of Owner/Developer is a managing member or managing
partner or any entity in which BARCLAY GROUP and Kimco DEVELOPERS, INC. are owners. As
used in this paragraph, the term "Affiliate" means any entity under common control with
Owner/Developer. After assignment of rights as provided in this paragraph, the assignee shall
receive the right to sales tax reimbursements under Article 6 of this Agreement to the extent of
the assignment.
8.11. No Title Encumbrance. Notwithstanding the fact that this Agreement is being recorded
in the Official Records of Pima County, it is intended that this Agreement shall not be an
encumbrance upon the title of any person or entity purchasing or owning a portion of the
Property, and that the terms and conditions of the Agreement are not covenants running with the
land and that no person or entity is bound by (or entitled to) the burdens and benefits of this
Agreement unless the burdens are expressly assumed by or the benefits are expressly assigned to
that person or entity.
8.12. Lender Provisions. Notwithstanding paragraph 8. 10 above, the Town is aware that
financing for development, construction, and operation of the Development may be provided, in
whole or in part, from time to time, by one or more third parties (collectively, "Lender"), and
that Lender may request a collateral assignment of this Agreement as part of its collateral for its
loan to Owner/Developer. The Town agrees that such collateral assignments are permissible
without the consent of the Town. In the event of non-performance by Owner/Developer, the
Town shall provide notice of non-performance to any Lender previously identified in writing to
the Town at the same time notice is provided to Owner/Developer. If a Lender is permitted under
the terms of its agreement with Owner/Developer to cure the non-performance and/or to assume
Owner/Developer's position with respect to this Agreement, the Town agrees to recognize the
rights of Lender and to otherwise permit Lender to assume such rights and obligations of
Owner/Developer under this Agreement. Nothing contained in this Agreement shall be deemed
to prohibit, restrict, or limit in any way the right of a Lender to take title to all or any portion of
the Property, pursuant to a foreclosure proceeding, trustee's sale, or deed in lieu of foreclosure.
The Town shall, at any time upon request by Owner/Developer or Lender, provide to any Lender
an estoppel certificate, acknowledgement of collateral assignment, or other document evidencing
that this Agreement is in full force and effect, that it has not been amended or modified (or, if
appropriate, specifying the amendment or modification), and that no non-performance by
(00006071.DOC / 4) 12/18/20078:47PM
MAR-ANA SPECTRUM DEVELOPMENT AGREEMENT
- 11 -
Owner/Developer exists under this Agreement (or, if appropriate, specifying the nature and
duration of any existing non-performance) and certifying to such other matters reasonably
requested by Owner/Developer or Lender. Upon request by a Lender, the Town will enter into a
separate assumption or similar agreement with the Lender consistent with the provisions of this
paragraph.
8.13. No PartnershiR. It is not intended by this Agreement to, and nothing contained in this
Agreement shall, create any partnership, joint venture or other arrangement between the
Owner/Developer and the Town.
8.14. Third Party Beneficiaries. No term or provision of this Agreement is intended to, or
shall be for the benefit of any person, firm, organization or corporation not a party to this
Agreement, and no such other person, firm, organization or corporation shall have any right or
cause of action under this Agreement, except that each present and future Anchor Tenant is
hereby made a limited third party beneficiary with respect to paragraphs 2.7 and 8.11 of this
Agreement. Any Anchor Tenant is not made a third party beneficiary of any other term,
provision or covenant contained in this Agreement. No Anchor Tenant shall have the right to
enforce any provision of this Agreement except paragraphs 2.7 and 8.11. Except as provided in
paragraphs 2.7 and 8.11 of this Agreement, this Agreement is made and entered into for the sole
protection and benefit of the Parties and their permitted assigns, and no person other than the
Parties and their permitted assigns shall have any right of action based upon any provision of this
Agreement.
8.15. Other Instruments. Each Party shall, promptly upon the request of the other, have
acknowledged and delivered to the other any and all further instruments and assurances
reasonably request or appropriate to evidence or give effect to the provisions of this Agreement.
8.16. IMposition of Duty by Law. This Agreement does not relieve any Party of any
obligation or responsibility imposed upon it by law.
8.17. Entire Aareement. This Agreement, including the attached exhibits, constitutes the
entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior
and contemporaneous agreements, representation and understanding of the Parties, oral or
written, are hereby superseded and merged in this Agreement.
8.18. Amendments. No change or addition shall be made to this Agreement except by a
written amendment executed by the Parties. The Parties agree to cooperate and in good faith
pursue any amendments to this Agreement that are reasonably necessary to accomplish the goals
expressed in the final plats or development plans governing the Property and Marana Spectrum
Plan as amended and superseded by this Agreement. Within ten days after any amendment to this
Agreement, it shall be recorded in the office of the Pima County Recorder by and at the expense
of the Party requesting the amendment.
8.19. Names and Plans. Subject to customary reservations by the architects and other design
professionals of copyrights to plans and specifications, the Owner/Developer shall be the sole
owner of all names, titles, plans, drawings, specifications, ideas, programs, ideas, designs, and
work products of every nature at any time developed, formulated or prepared by or at the
instance of the Owner/Developer in connection with the Property or any plans; provided,
however, that in connection with any conveyance of portions of the infrastructure as provided in
(00006071.DOC / 41 12/18/20078:47PM
MARANA SPECTRUM DEVELOPMENT AGREEMENT
-12-
this Agreement such rights pertaining to the portions of the infrastructure so conveyed shall be
assigned to the extent that such rights are assignable, to the appropriate governmental authority.
8.20. Good Standing-, Authorily. The Owner/Developer represents and warrants to the Town
that it is duly formed and validly existing under the laws of the state of Delaware and is
authorized to do business in the state of Arizona. The Town represents and warrants to the
Owner/Developer that it is an Arizona municipal corporation with authority to enter into this
Agreement under applicable state laws. Each Party represents and warrants that the individual
executing this Agreement on its behalf is authorized and empowered to bind the Party on whose
behalf each such individual is signing.
8.21. Severability. If any provision of this Agreement 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 Agreement, 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
Agreement 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 Agreement shall be deemed
refonned accordingly. Without limiting the generality of the foregoing, if all or any portion of
the payments required by the terms of this Agreement are determined, by a court of competent
jurisdiction in a final non-appealable judgment, to be contrary to public policy or otherwise
precluded, the parties shall utilize their reasonable, best efforts to promptly restructure and/or
amend this Agreement, or to enter into a new agreement to afford the Owner/Developer the
economic benefits of this Agreement in light of the benefits to the Town.
8.22. Governing Law. This Agreement is entered into in Arizona and shall be construed and
interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall
take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding
sentence shall constitute a waiver of paragraph 7.4 above, requiring disputes to be resolved by
binding arbitration.
8.23. Interpretation. This Agreement has been negotiated by the Town and the
Owner/Developer, and no Party shall be deemed to have drafted this Agreement for purposes of
construing any portion of this Agreement for or against any Party.
8.24. Recordation. The Town shall record this Agreement in its entirety in the office of the
Pima County Recorder no later than ten days after it has been executed by the Town and the
Owner/Developer.
8.25. No Owner/Developer Rgpresentations. Nothing contained in this Agreement shall be
deemed to obligate the Town or the Owner/Developer to commence or complete any part or all
of the development of the Property.
3
8.26. Approval. If any Party is required pursuant to this Agreement to give its prior written
approval, consent or permission, such approval, consent or permission shall not be unreasonably
withheld or delayed.
8.27. Force Majeure. If any Party shall be unable to observe or perform any covenant or
condition of this Agreement by reason of "force majeure," then the failure to observe or perform
such covenant or condition shall not constitute an event of non-performance under this
Agreement so long as such Party shall use its commercially reasonable efforts to remedy with all
reasonable dispatch the event or condition causing such inability and such event or condition can
J00006071DOC / 41 12/18/2007 8:47 PM
MARANA SPEcTRum DEVELOPMENT AGREEMENT
-13-
be cured within a reasonable amount of time. "Force majeure" as used in this paragraph means
any condition or event not reasonably within the control of such Party, including without
limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee
relations; acts of public enemies; orders or restraints of any kind of government of the United
States or any state or subdivision thereof or any of their departments, agencies, or officials, or of
any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides;
lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints
of government and of people; explosions; and partial or entire failure of utilities. Failure to settle
strikes, lock-outs and other disturbances of employer/employee relations or to settle legal or
administrative proceedings by acceding to the demands of the opposing party or parties, in either
case when such course is, in the judgment of such Party, unfavorable to a Party shall not
constitute failure to use its best efforts to remedy such a condition.
8.28. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which provides for
cancellation of contracts in certain instances involving conflicts of interest.
8.29. Notices and Filings. All notices, filings, consents, approvals and other communications
provided for in or given in connection with this Agreement shall be validly given, filed, made,
transmitted or served if in writing and delivered personally, sent via overnight national courier,
or sent by registered or certified United States mail, postage prepaid, if to (or to such other
addresses as any Party may from time to time designate in writing and deliver in a like manner):
To the Town: Town Manager
Town of Marana
Marana Municipal Complex
115 5 5 West Civic Center Drive, A3
Marana, Arizona 85653
To Owner/Developer: Kimco BARCLAY MARANA, L.P.
c/o BARCLAY GROUP VENTURE CAPITAL, L.L.C.
7702 E. Doubletree Ranch Road, Suite 220
Scottsdale, Arizona 85258
with a copy to: Kimco DEVELOPERS INC.
Att'n: Dan Slattery, Executive Vice President
1111 Burlington Avenue, Suite 113
Lisle, IL 60532
and: Kimco REALTY CORPORATION
Att'n: Ruth Mitteldorf
3333 New Hyde Park Road
New Hyde Park, New York 11042-0020
[Remainder of page intentionally left blank.]
100006071.DOC / 41 12/18/20078:47PM
MARANA SPECTRum DEVELOPMENT AGREEMENT
-14-
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth
below their respective signatures.
TOWN:
THE TOWN OF MARANA,
an Arizona municipal corporation
By:
Ed Honea, Mayor
Date: ""; - / ?- -? (' -7
ATTEST:
y C.
n C.yronson, Clerk
APPROVED AS To FoRm:
County of Pima
ss
OWNER/DEVELOPER:
Kimco BARCLAY MARANA, L.P.,
a Delaware limited partnership
By: KD MARANA 1553, INC.,
a Delaware corporation, its general
partner
By:
Name:
Title:
Date:
The foregoing instrument was acknowledged before me on by 5
the of KD MARANA 1553, INC., a Delaware corporation, general
partner of Kimco BARCLAY MARANA, L.P., a Delaware limited partnership.
My commission expires:
Notary Public
100006071.DOC / 41 12/18/20078:47PM
MARANA SPECTRum DEVELOPMENT AGREEMENT
-15-
I IN WiTNESS wHEREOF, the Parties have executed this Agreement as of the last date set forth
below their respective signatures.
TowN:
THE TowN OF MARANA,
an Arizona municipal corporation
By:
Ed Honea, Mayor
Date:
ATTEST:
Jocelyn C. Bronson, Clerk
APPROVED AS To FoRm:
Frank Cassidy, Town Attorney
Illinois
STATE OF AXMMNA)
OWNER/DEVELOPER:
Kimco BARCLAY MARANA, L.P.,
a Delaware limited partnership
By: KD MARANA 1553, INC.,
a Delaware corporation, its general
o By-
gl ";
, ;. a-A'C. Slatt'jry
Name:
Title: Executive Vice President
Date: December 22, 2007
DuPage ss
County of PTnik December 22) 2007
The foregoing ipstrument was acknowledged before me oxy Daniel C. Slattery
the Executive -Vice Preside*KD MARANA 1553, INC., a Delaware corporation, general
partner of Kimco BARCLAY MARANA, L.P., a Delaware limited partnership.
My commission expires:
/0)
Y P
WANDA A. UNDERWOOD
OFFICIAL MY COMMISSION EXPIR]ES
SEPTEMBER 11, 2010
OF 11'-
Notary Public
100006071.DOC / 4) 12/18/20078.-47PM
MARANA SpEcTRum DEvELOPMENT AGREEMENT
-15-
LIST OF EXHIBITS
A. Legal description of the Property
B. Conceptual description of the master site plan for the Development
C. Description of the Public Improvements
f00006071.D0C / 4) 12/18/20078:47PM
MARANA SPECTRum DEVELOPMENT AGFEEMENT
EXHIBIT A
-16-
EXHMIT A
Legal description of the Property
100006071.DOC / 4) 12/18/20078:47PM
MARANA SPECTRUM DEVELOPMENT AGREEMENT
EXHIBIT A
EXHIBIT A
Legal Descdption
A parcel of land located within a portion of the Northwest quarter of Section 22,
Township 12 South, Range 12 East, of the Gila and Salt River Base and Meridian, Pima
County, Arizona, more particularly described as follows:
Commencing at the North quarter comer of Section 22;
Thence S 0002606" E 51.89 feet along the East line of the northwest quarter of said
Section 22, to a point
Thence leaving said East line, S 89034!54" W 30.00 feet, to a point on the West right-of-
way line of Camino De Mariana, as recorded in Road Maps Book 2, Pages 1-4, Pima
County Records, said point also marking the Polint of Beginning;
Thence S 00"25'06'E 1,224.75 feet along said West right-of-way line, to a point on the
northerly boundary fine of Unisource Energy Corporation, as recorded in Docket 2363,
Page 94, Pima County Records;
Thence N 34"51'57"W 871.54 feet along said northerly boundary line, to ft begirming
of a 7829.44 foot radius non-tangent curve to the left, having a radial bearing of
N 35*27"41* W;
Thence leaving said northerly boundary line, and along said curve, 58.18 feet, through a
central angle of 00*2537, to a point
Thence N 4201610" E 593.87 feet to the beginning of a 7729.44 foot radius
non-tangent curve to the left, having a radial bearing of N 40* 11'58" W;
Thence along said curve, 55.91 feet, through a central angle of 00?24!52% to the Point
of Beginning.
Together with a parcel of land located within a portion of the Northeast quarter of
Section 22, and a portion within the Southeast quarter of Section 15, Township 12
South, Range 12 East, of the Gila and Salt River Base and Meridian, Pima County,
Arizona, more particularly described as follows.
Commencing at the North quarter comer of Section 22-,
Thence N 89*46 19' E 31.09 feet, along the North line of the northeast quarter of said
Section 22, to a point on the East right-of-way line of Camino De Mariana, as recorded in
Road Maps Book 2, Pages 1-4, Pima County Records, and the beginning of a 379.26
foot radius non-tangent curve the right, having a radial bearing of S86*M08"E, said
point also marking the Point of Beginning;
Thence leaving said North line, along said curve and said East right-of-way line, 30.19
feet through a central angle of 04*3344", to a point,
Thence leaving said East right-of-way line, N 8904616" E 30.54 feet, to the beginning of
a 7729.44 foot radius non-tangent curve to the left, having a radial bearing of
N 4103Z37"W;
Thence along the curve, 128.00 feet, through a central angle of 00059560, to the
beginning of a 7549.44 foot radius reverse curve the right;
Thence along said reverse curve, 528.73 feet through a central angle of 04'W48", to a
point;
Thence N 51'31'lS'E 610.78 feet to the beginning of a 40.00 foot radius curve to the
right
Thence along said curve, 62,95 feet, through a central angle of 9001 YOT, to a point;
Thence S 38018'4T'E 412.88 feet, to the beginning of a 1507.39 foot radius curve to the
left;
Thence along said curve, 1366.29 feet through a central angle of 51 *5657". to a point,
Thence N 89045'16!'E 87.91 feet, to a point of the East line of the northeast quarter of
said Sectiort 22;
Thence S 00*1 W58!' E Z558.47 feet, along said East line, to the East quarter comer of
said Section 22;
Thence S89*4649"W 1,621.14 feet along the South line of the northeast quarter, of
said Section 22, to a point on the northerly boundary line of Unisource Energy
Corporation, as recorded in Docket 2363, Page 94, Pima County Records, and the
beginning of a 11272.37 foot radius non-tangent curve to the right having a radial
bearing of N 48*03'25" E;
Thence leaving said South line and along said curve and said northerly boundary line,
1603.23 feet, through a central angle of W08'56", to a point on said East right-d-way
line of Carrdno De Mariana;
Thence leaving said northerly boundary line, N 00*25'06'W 1,334.45 feet, along said
East right-of-way line, to the beginning of a 379.26 foot radius non-tangent curve to the
right having a radial bearing of N 89923!42" E;
Thence along said curve and continuing along said East right-of-way line, 30.02 feet
through a central angle of 0403ZIC", to the Point of Beginning.
The total area of the two parcels contains: :t 7,315,255
more or less.
See attached exhibit "A".
feet or ±i 67.9352 acres,
DETAIL W
Wi
to
ZBL4
BL4
00
MENT z:
POINT OF BEGINNING
POINT OF BEGINNING
POINT OF COMMENCE
NORTH 1/4 COR. SEC. 22 1
PARCEL 12
N89*45'16"E 2629.14'
SOO*25'06"E 51.89'
m
POINT OF BEGINNING
PARCEL #1
-
-
'
T U5
PARCEL- #
C)
C) ±7,014,993 S.F. I
3:
LD
-j
±161.0421 ACRES I
m
=
d-
!o I c?
-u-)
SN I
1
C)
c)
W CAMINO
00 DE MANANA
PAF-CEL
±300,262 S.F.
±6.8931 ACRES
L ----------- - -- -----------
BOUNDARY LINE TABLE
LINE BEARING DISTANCE
BL1 SOO-25'06"E 1224.75'
BL-2 N34*51'57*W 871.54'
BI-3 N42-16'10"E 593.87'
BL4 N89-45'16"E 30.54'
131-5. N51'31'13*E 610.78'
BI-6 S38-18'47"E 412.88'
BI-7 N89-45'1 6wE 87.91'
131-8 SOO*19'58"E 2558.47'
131-9 S89'45'49"W 1621.14'
BL10 NOO*25'06"W 1334.45'
0
Z,
OVERALL SITE
±7,315,255 S.F.
±167.9352 ACRES
BOUND ARY CURV E TABLE
CURVE LENGTH RADIUS DELTA RAD.BRG.
BCI 58.16 7829.44' 0'25',33" NW27'41 OW
BC2 55.91' 7729.44' 0'24'52" N40'1 1158nW
BC3 30.19' 379.26' 1 4*33'44" S86*04'08"E
BC4 128.00' 7729.44' 0-56'56" N41-32'37OW
BC5 528.73' 7549-44' 4*00'46"
BC6 62,95' 40.00' 9010'CO'
BC7 1366.29' 1507.39' 51'55*57"
BC8 1603.23' 11272.37' 18*08'56" N48'03'25"E
'
l
30.02' 379.26' 14-32'100 89'2S42"E
IN
PRO.ECT NO. W52BGP
EXHIBIT'K DATE OW14/2007
MARANA SPECTRUM BY: SK2
TdL $saw== FM 01007JM PIMA COUNTY. ARIZONA SCALE: T m 1w
mw? . ?mwwm - ? SHEET NO. 1 OF 2
6
SITE AREA PARCEL AREA PAKEL #
±300,262 S.F. ±7,014.993 S * F. 36326
STOCXMA)N
)AC;I)
±6.B931 ACRES ±161.0421 ACRES ((m_r(R'lCHARD
SW 1/4. SEC. 15,
Tl 2S, Rl 2E
CAMINO DE MANIANA
POINT OF COMMENCEMENT
NORTH 1/4 COR. SEC. 22,
T12S, R12E
P.O.B. PARCEL #1
SEE DETAIL "A" r
PARCEL#l
\\\7v- 9cl
0
z
r 0
m
;j
SE 1/4. SEC. 15,
T12S, R12E
BC6 --i
CAMINO DE MANANA
"t 67 CAMINO DE MANANA
N-S MID-SECTION LINE
NOO'25'06"W 2633.06'
CENTER OF SEC. 22,
T12S, R12E
clz
C*4
co
_j
m
ul
r
00
BL9
S89-45'49"W 2625.
CN
Of
C3
0 c*4
U;7-
'cr
?'C'4
cq
d
w
ui U)
OVERALL WE
±7,315,255 S.F.
±167.9352 ACRES
PROJECT NO. 6862BGP
EXHIBIT "K DAM OM412W
MARANA SPECTRUM BY: BIQ
PIMA COUNTY, ARIZONA SCALE- T = 6w
SHEET NO. 2 OF 2
PARCEL #2
C14
N89'45'16"E
N_ P.O.B. PARCEL 12
SEE DETAIL "A"
SEE DETAIL *A"
BL7
EXHIBIT B
Conceptual description of the master site plan for the Development
(00006071.DOC / 4) 12/18/2007 8:47 PM
MARANA SPECTRUM DEVELOPMENT AGPEEMENT
EXHIBIT B
EXHIBIT C
Description of the Public Improvements
100006071.DOC / 41 12/18/20078:47PM
MARANA SPECTRUM DEVELOPMENT AGREEMENT
EXHIBIT C
Exhibit C
Scope of Work
Marana Spectrum
Drainage
1300 cfs Drainage Channel
Excavation
Gabion/Shot Crete Lining
Landscaping
Transition at Railway
Drop Structures/Grade Control
800 cfs Drainage Channel
Excavation
Concrete Structural Lining
1,100 cfs Wash Enclosure
1100 cfs Wash enclosure (con-arch or CSP equivalent to twin 5x7 box)
1100 cfs open channel d/s of Twin Peaks
Utility Relocations d/s of Twin Peaks
1,100 cfs Wash Culvert
1100 cfs culvert Ca) Twin Peaks
Road Building
Constructed by Developer
Bus Pullout
Traffic Signals at Lee Driveway
Traffic Signals at Twin Peaks mid-block
Deceleration Lanes
Constructed by Town of Marana
Median Break at Lee
Reconstruct Camino De Manana
Median Break at unsignalized full moves access to Barclay
Bridge Q-1-10/Twin Peaks Road TI Underpass
Linda Vista-2 Extra Lanes and Double Left Hand Turn at Twin Peaks
Twin Peaks New Lanes
Exhibit C - I
00007481.1
Exhibit C continued
Water Supply/Fire Protection
Fire Storage Tank(840,000 gallon)
Land for Storaue Tank
New 12" parallel well feed from site to existing Town storage Tank
New 16" Z-Zone Water Main
New Well Feed on Camino De Marana and Linda Vista (24" ductile Iron)
New Hydrants on Linda Vista and Twin Peaks
PRV at Z-Zone Booster Station - Hartman Vista Reservoir Site
Public Sewer Improvements
Reconstruct public 10" to 12" Oasis Hills Outfall
New public 8" sub-trunk to SE property comer per Pima County
New public 15" sewer to south west property limits
New steel sleeve at Twin Peaks Crossing
New 15" public sewer crossing Twin Peaks to existing manhole
Offsite Regional Trunk Sewer Improvements
Exhibit C - 2
00007481.1
Exhibit C
Page 3
Summary
Community Improvements
Marana Spectrum
12/21/2007
Good Faith Cost Estimate
Item Total Developer Total Town Total Item Cost
Drainage $6,580,000 $1,030,000 $7,610,000
Road Building $940,000 $4,080,000 $5,020,000
Water Supply/Fire Protection $2,960,000 $2,960,000
Sewer Improvements $1,050,000 $1,050,000 1
ITotal $11,530,000 1 $5,110,000 1 $16,640,0001
consulting 15%
Contingency 100/0