HomeMy WebLinkAboutResolution 2004-172 third amendment to the gladden farms development agreementMARANA RESOLUTION NO. 2004-172
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE EXECUTION
OF A THIRD AMENDMENT TO THE GLADDEN FARMS DEVELOPMENT
AGREEMENT.
WHEREAS, the Mayor and Council find that the terms and conditions of the Third
Amendment to the Gladden Farms 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 Third Amendment to the Gladden Farms 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 Third Amendment to the Gladden Farms
Development Agreement attached to and incorporated by this reference in this Rekolution as
Exhibit A, for and on behalf of the Town of Marana.
SECTION 3. The various Town officers and employees are authorized and directed to
perform all acts necessary or desirable to give effect to this resolution.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 21 st day of December, 2004.
ATTEST:
m~on, Town Clerk
SUTTON,
~PROTD AS TO FO~:
{00000415.DOC/} F,/C/cds 12/13/04
P. ANN RODRIGUEZ ECORDER
RECORDED BY: J V
DEPUTY RECORDER
4437 PE3
DOCKE~ 12455
PAGE: 1506
NO. OF PAGES: 3
SEQUENCE: 20042470311
12/23/2004
AAG 16:32
SMARA
TOWN OF MARANA
ATTN: TOWN CLERK
13251 N LON ADAMS RD
MA:RANA AZ 85653
MAIL
AMOUNT PAID $ 14.00
THIRD AMENDMENT TO
GLADDEN FARMS DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO THE DEVELOPMENT AGREEMENT ("this Third Amendment") is
made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"),
and GLADDEN FOREST, L.L.C., an Arizona limited liability company ("Developer"). The Town
and the Developer are collectively referred to in this Third Amendment as the "Parties" and are
sometimes individually referred to as the "Party."
RECITALS
A. The Developer owns the development project commonly known and referred to in this
Agreement as "Gladden Farms," which is the land that is the subject of the document entitled
"DEVELOPMENT AGREEMENT BETWEEN TOWN OF MARANA, ARIZONA, FIDELiTY NATIONAL TITLE
AGENCY, INC. AND GLADDEN FARMS, L.L.C." recorded in the Pima County Recorder's office at
Docket 11738, Page 1900 (the "Original Agreement").
B. The Parties amended the Original Agreement with the execution of the First Amendment
to Gladden Farms Development Agreement dated February 17,2004, and recorded in the Office
of the Pima County Recorder in Docket 12242, Page 1055 (the "First Amendment").
C. The Parties amended the Original Agreement and the First Amendment with the execution
of the Second Amendment to Gladden Farms Development Agreement dated July 20,2004, and
recorded in the Office of the Pima County Recorder in Docket 12350, Page 5025 (the "Second
Amendment"). Together, the Original Agreement as amended by the First Amendment and by
the Second Amendment is referred to in this Third Amendment as the "Gladden Farms
Agreement" .
D. Paragraph 1.2 of the First Amendment requires the Developer to complete the dedication
and construction of Heritage Park Road not later than December 31, 2004.
E. As a result of ongoing negotiations concerning the disposition of Cortaro-Marana
Irrigation District improvements within the alignment of Heritage Park Road, the construction of
Heritage Park Road has been delayed.
F. The Parties enter into this Third Amendment to extend the time for completion of the
Heritage Park Road improvements.
AGREEMENT
Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and
agreements set forth in this Third Amendment, the Parties hereby agree as follows:
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THIRDAMENDMENT TO GLADDEN FARMS DEVELOPMENT AGREEMENT
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Article 1. Extension of Time to Construct Heritage Park Road.
1.1. Time Extension. Paragraph 1.2 of the First Amendment is hereby modified to extend the
time for dedication and construction of Heritage Park Road to July 31, 2005.
Article 2. General Terms and Conditions.
2.1. Effect on Original Agreement and First Amendment. Except as expressly modified in
this Third Amendment, the terms, provisions and obligations of the Gladden Farms Agreement
shall remain in full force and effect.
2.2. Counterparts. This Third Amendment 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 such
counterparts and such signature pages all attached to a single instrument so that the signatures of
all Parties may be physically attached to a single document.
2.3. Severability. If any provision of this Third Amendment is declared void or
unenforceable, it shall be severed from the remainder of this Third Amendment, which shall
otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town
from undertaking any contractual commitment to perform any act under this Third Amendment,
this Third Amendment shall remain in full force and effect, but the provision requiring the act
shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, the
Developer shall be entitled to terminate this Third Amendment.
2.4. Governing Law. This Third Amendment 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 5.4 of the First Amendment,
requiring disputes to be resolved by binding arbitration.
2.5. Interpretation. This Third Amendment has been negotiated by the Town and the
Developer, and no 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.
2.6. Recordation. The Town shall record this Third Amendment in its entirety in the office
of the Pima County Recorder no later than ten days after it has been executed by the Town andsthe Developer.
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{OOOOO416.DOC/}
THiRD AMENDMENT TO GLADDEN FARMS DEVELOPMENT AGREEMENT
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2.7. Conflict of Interest. This Third Amendment is subject to A.R.S. S 38-511, which
provides for cancellation of contracts in certain instances involving conflicts of interest.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth
below their respective signatures.
THE TOWN:
THE DEVELOPER:
THE TOWN OF MARANA, an Arizona
municipal corporation
BY:Boi! tile
Date: iJlMt( tv, ~ 1, d. (fX1Y.j
GLADDEN FOREST, L.L.c., an Arizona
limited liability company
By: Its Managing Member, Forest City
Land Group, Inc., an Ohio corporation
B~~-
Dean Wingert, Vic resident
Date:
/Z./d,.04
ATTEST:
The foregoing instrument was acknowledged before me on Qr.em\w \\.0 J n<-L by Dean
Wingert, Vice President of Forest City Land Group, Inc., an Ohio corporation, Managing
Member of GLADDEN FOREST, L.L.c., an Arizona limited liability company, on behalf of the
L.L.c.
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{000004/6.DOC/}
THIRD AMENDMENT TO GlADDEN FARMS DEVELOPMENT AGREEMENT
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