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HomeMy WebLinkAboutResolution 96-109 loop road contribution agreement F. ANN RODRISUE2, RECORDER ~~ DOCKET: 10463 sRECORDED BY: CML ~ PAGE: 851 DEPUTY RECORDER NO. OF PAGES: 1951 ROOA SEQUENCE: 9?007113 SMARA 01/16/97 TOWN OP MARANA RES 14:48:00 ATTN: TOWN CLERK 13851N LON ADAMS RD MAIL MARANA AZ 85653 AMOUNT PAID $ 9.00 Town Clerk 13251 N. Lon Adams Rd Marana, AZ 85653 MARANA RESOLUTION NO. 96-109 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, APPROVING AND AIYrHORIZING THE TOWN TO ENTER INTO THE LOOP ROAD CONTRIBUTION AGREEMENT FOR THE CONTINENTAL RANCH BUSINESS PARK BY AND BETWEEN THE TOWN OF MARANA AND SOUTHWEST VALUE PARTNERS IV LIMITED P .ARTNERSI-~. WHEREAS, Southwest Value Partners IV Limited Partnership ("SVP") is the owner of the property depicted as Block "D" in the preliminary plat for Continental Ranch Business Park Lots 1-8 and Blocks A-D, which is encompassed by the Specific Plan Amendment to the Continental Ranch Sp~ifi¢ Plan, and which is within the geographic and jurisdictional boundaries of the Town; and WHEREAS, the Arizona Department of Transportation has agreed to implement certain improvements to the interchange at Cortaro Road and Interstate 10; and WHEREAS, a Loop Road Contribution Agreement has been drafted for the purpose of installing a road (the Loop Road) to connect Cortaro Road with the Interstate 10 frontage road on the alignment depicted on the approved Continental Ranch Parcel 64 Preliminary Plat; and WHEREAS. the construction of the Loon Road will benefit the. nrcmt~rt-a x~hieh ~oq LOOP ROAD CO/~YRIBUTION AGREEMENT FOR CONTINENTAL RANCH BUSIKESS PARK THIS AGRRnk-:MENT is made and entered into on November / ~ , 1996, by and between TH~ TOWN OF MAP, AN& an Arizona municipality (hereinax~er referred to as the "Town"), and SOUTHWEST VALUE PARTNERS I'V LIM1TED PARTNERSHIP, an Arizona Limited Partnership (herein~er referred to as "SVP'), SVP is the owner of the land depicted as Block "D" in the Preliminary Plat for Continental Ranch Business Park Lots 1-8 and Blocl~ A-D, Mararm Case No. PVR-96-27pp (the "Plat Amendment"), which is encompassed by the Specific Plan Amendment to the Continental Ranch Specific Plan GPA 9650p (the "Specific Plan Amendment"), and which is within the geographic and jurisdictional boundaries of the Town. The Arizona Department of Transportation ("ADOT") has agreed to implement certain improvements to the interchange at Cortaro Road and 1-10 (the "ADOT Project") and the Town has agreed to install a road (the "Loop Road") to connect Cortaro with the I- 10 fi'ontage road on the alignment depicted on the approved Continental Ranch Parcel 64 Pre 'hminary Plat. SVP has determined that construction of the Loop Road will benefit the property which $VP owns in hhe area, and the Town has determined that the Loop Road is in furtherance of the public health, safety and welfare of the Town and its citizens. THEREFORE, in consideration of the mutual covenam$ and promises set forth herein, the sufficiency of which is hereby acknowledged by all parties, the Town and SVP agree as follows: 1. Pmiects Defined. The projects referred to in this ^~reement shall be as follows: "Loop Road" shall mean a high q;,allty, permanent roadway on the Block D alignment. The design speed of the roadway shall be thirty-five (35) miles per hour and the roadway shall include three (3) twelve (12) foot wide lanes and two (2) five (5) foot bicycle lanes. The center lane shall be a continuous left mm lane. The roadway shall have curbs and gutters which can accommodate low-flow drainage, provided no adverse drainage effects resulting in additional costs are encountered during the design phase, as determined by the Town Engineer. The roadway prism shall incorporate a structural section adequate to sustain a twenty (20) year design life. b. "ADOT Project" shall mean the roadway and interchange improvements described in the 1-10/Cortaro Road Traffic Interchange Project Feasibility Report, ADOT TRAC$ No. 010-PM-246-H4156-OIL, plus fully operational traffic signals installed at the intersection of the Loop Roed and Cortaro Road, and on the east and west sides of I-10 at the ramp-frontage intersections with Cortaro Road. 2. Design. Within ten (10) working days of receipt of SVP's contribution as required in paragraph 5 of this agreement, the Town shall proceed with advertising for engineering services to design the Loop Road. Prior to advertising for bids, the right-of-way for the Loop Road shall be calculated and shown on the Continental Ranch Parcel 64 Final Plat. The design and construction of the Loop Road shall meet the following requirements: 10 63 852 Page 1 of 6 a. The Loop Road shall have two (2) twelve (12) foot wide travel lanes, plus one (1) twelve (12) foot wide center lef~ turn lane. b. The Loop Road shall be designed with two (2) five (5) foot wide bi.cie lanes. c. A curb and gutter shall be designed along both sides of the Loop Road alignraent, provided no adverse drainage effects resulting in added costs are encountered during the design phase, as determined by the Town Engineer. d. The design life of the Loop Road shall be twenty (20) years. Construction. The Town will advertise for bids for construction of the Loop Road within ten (10) working days of either the design being completed and approved by Town staff or ADOT's advertisement for bids for the Cortaro Tr~g~e Interchange or atter the Continental Ranch Parcel 64 lrmsl Plat is recorded or the removal of SVP's quonset hut, all appurtermnt structures and any utilities and/or septic tanks, all at SVP's sole expense, whichever occurs last. Traffic Si_maal. It is anticipated that ADOT will install a traffic signal at the Cortaro Road/Loop Road intersection as part of the Cortaro/I-10 projec~ so it is not included in this agreement. If ADOT does not install the traffic signal as they have said they may, the development which produces the traffic chat warrants a signal at this location shall cause the signal to be install~ all as determined by the Town Engineer. Cost Sharing. The Town and SVP shall share in the costs of the Loop Road as follows: a. SVP shall contribute the aggregate cash sum of ONE HUNDi~F-D EIGHTEEN THOUSAND DOLLARS ($118,000.00) toward the design, construction and completion of the Loop Road. This contribution by $VP shall be paid to the Town in a single lump sum prior to Town staff approval of the Final Plat. The Town shall be responsible for all other costs, expenses and charges incurred or assessed in connection with the Loop Road except as otherwise pwvided below. b. SVP and the Town acknowledge that the Loop Road shall be approximately two thousand seven hundred (2,700) feet in length. In the event it is determined that the final alignment of the Loop Road exceeds this length, $VP shall pay all costs associated with the design, construction and completion of that portion of the roadway which exceeds this length. Any sums due pursuant to this subsection shall be paid within thirty (30) days of receipt of an invoice fi.om the Town, and SVP specifically agrees that the Town may withhold any and all approvals for construction activ/ties in the Continental Ranch Parcel 64 Pre 'hrainary Plat area mat// said sums are paid. Dedications. SVP shall dedicate the ninety (90) feet of right-of-way by recordation of the Continental Ranch Parcel 64 Final Plat. $VP shall grant easements and dedicate title to real property underlying the al/gnment of the Loop Road as requested by Town s~nff Town staff shall decide which property shall be dedicated, the dimensions of the property dedicated, and the locations of any necessary easements; all such easements and real property shall be trand'erred to the town upon request at no cost to the Town. If tire to real property which is not owned by $VP is necessary, $VP shall take reasonable steps to purchase said property in order to transfer title to the Town, and in the event that SVP cannot purchase said 10 63 853 Page 2 of 6 property, the Town shall take the property by condemnation, and SVP shal/pay all costs associated with ~aeh condemnation, including but not limited to court costs, attorney's fees, appraisal costs, engineering costs, and any and all payments made to property owners for ownership of the property. The land area and square feet encompassed by the easements and dedications granted by SVP shall be included in the density calculations and other developmental constraints otherwise applicable to the remaining property owned by SVP in the vicinity of the Loop Road. Manner of Servin_e. All notices, filings, consents, approvals and other communications provided for herein or given in connection herewith shall be validly given, filed, made, transmitted or served if in writing and delivered personally or seat by registered or certified United States mail, postage prepaid, to: the Town Clerk: Town of Marana 13251 North Ion Adams Road Marana, Arizona 85653 Attn: Town Engineer Daniel $. Hochuli & Associates 3275 West Ina Road Suite 109 Tucson, Arizona 85741-2152 Attn: Daniel I. Hochuli, Esq. Southwest Value Partners IV Limited Pannership 8160 North Flayden Road, Building 3, Suite 208 $cottsdale, Arizona 85258 'At'tn: David Dolgin with a copy to: Miller, Pitt & MeAnnlly, P.C. 111 S. Church Ave., Suite I00 Tucson, AZ 85701 Attn: T. Patrick C~f~n or to such other addresses as either party hereto may fi'om time to time designate in writing and deliver in a like manner. 10. Mailing Effective. Notices, filings, consents, approvals and communication given by mail shall be deemed delivered seventy-two (72) hours following deposit in the U.S. mail, postage prepaid and addressed as set forth above. Resolutions. Concurrently with its execution hereof; SVP shall deliver to the Town a certified copy of its partnership authorizations approving this Agreement or other evidence of its authority to enter into this Agreement. Waiver. No delay in exercising any right or remedy shall constitute a waiver thereof, and no waiver by SVP or the Town of the breach 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. Page 3 of 6 105fi3 11. 12. Attorneys' Fees. In the event any party hereto finds it necessary to bring an anion at law or o~ prong ~ ~ o~ p~ to ~o~e ~y of ~ t~, ~v~ts or ~n~fions hareo~ or by r~on of ~y br~h o~ d~ault here~der, ~e p~ prig ~ ~y su~ a~ion or oth~ pro~g s~ ~ p~d ~ r~on~le co~s ~d r~le a~om~s' ~ ~e o~ p~, ~d ~ te event ~y jud~t is s~ed ~ ~d pr~illng p~, ~ such costs ~d aUomeys' fees sh~ be ~eluded ~erda ~eh fees to be sa by ~e ~un ~d not yj v. Counteroarts. 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 such counterparts and such signature pages all attached w a single instrument so that the signatures of all parties may be physically attached to a single document. 13. 14. 15. 16. 17. 18. 19. 20. ~. The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not control or affcct the meaning or construction of any of the provisions hereof. Exhibits. Any exhibit attached hereto shall be deemed to have been incorporated herein by this reference with the same force and effect as if fully set forth in the body hereof. Further Acts. Each of the parties hereto shall execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. Time Essence and Successors. Tune is of the essence of this Agreement. All of the provisions hereof shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. Notwithstanding the foregoing~ to the extent permitted by law, SVP's obligations hereunder may only be assigned by a written instrument approved by the Town. N0 P~rtnership ~mlt Third Parties. It is not intended by this Agreement to, and nothing eontKmed in tiffs Agre~ent shall, create any partnership, joint venture or other arrangement between SVP and the Town. 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 hereto, and no such other person, firm, organization or corporation shall have any fight or cause of action hereunder. ~!Hil~r_~lllg~. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subje~ matter hereof. All prior and contemporaneous agreements, representations and understanding of the parties, oral or written, are hereby superseded and merged herein. Amendment. No change or addition is to be made to this Agreement except by a written amendment executed by the parties hereto to which such amendment shall apply. Any amendment not executed by all parties hereto shall only be effective as to the parties thai execute such amendment. Good Standine: Authority. SVP represents and warrants to the others that it is duly formed and validly existing under the laws of Arizona. The Town represents and warrants to the other parties that it is an AHzona municipal corporation duly qualified to do business in the Page 4 of 6 I0h63 855 State of Arizona and is in good standing under applicable state laws. Each of the parties hereto represents and warrants to the other that the individual(s) executing this Agreement on behalf of the respective parties are authorized and empowered to bind the party on whose behalf each such individual is signing. 21. Severabilitv. If any provision of this Agreement is declared void or unenforceable, such provision shall be severed fi-om this Agreement, which shall otherwise remain in full force and effect. /fany applicable law or court of competent jurisdiction excuses the Town from undemflfing any contractual commitment to perform any act hereunder, this Agreement shall remain in full force and effect, but the provision requiring such action shall be deemed to permit the Town to take such aution at its discretion. If any applicable law or court of competent jurisdiction excuses SVP from undertaking any contractual commitment to perform any act hereunder, this Agreement shall remain in full force and effect, but the provision requiring such action shall be deemed to permit SVP to take such aetiun at its discretion. It~ however, SVP fails to take the action specified hereunder, the Town shall be entitled to terminate this Agreement. 22. v~. This Agreement is entered into in Arizona and shall be construed and interpret_.~ under the laws of Arizon~ The parties consent that any litigation regarding this agreement shall be brought in Pima County. This Agreement has been negotiated by separate legal counsel for SVP and the Town, and no party shall be deemed to have dtaf~ ~ Agreement for purposes of construing any portion of this Agreement for or against any party. 23. ~ltlll~lI~Ll~all~. If any party to this Agreement is in default under any provision of this Agreement, the non-defaulting party shall be entitled, without prejudice to any other right or remedy that it may have under this Agreement, at law or in equity, to spec/fie performance by the defaulting party of this Agreement, or, in the alternative, to terminate this Agreement as ffthis Agreement had expired in the normal course and to exercise any and all other remedies available to it at law or in equity. 24. Town Approval. Ifthe Town 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. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. ATTEST: //'~ Sawn_ dy Groseelose Town Clerk 10 63 856 TOWN OF MARANA, an Arizona municipal corporation Ed Honea Mayor Page 5 of 6 STATE OF ARIZONA County of Pima SoLrrHWEST VALUE PARTNERS IV LIIvlITED PARTNERSHIP, an Arizona limited partnership, by RANCH HOLDINGS LIMITED PARTNERSIIlP, an Arizona limited partnership, the General Partner, by MILRO CORPORATION, an Arizona corporation, the General Partner. The foregoing document was acknowledged before me the [~o'~ day of November, 1996, by h-~.~d, '~,~l~x.eI , the ~rcr~.+~.~3 of SOUTHWEST VALUE PARTNERS IV LIMITED, an Arizona limited partnership, on behalf of said partnership. Notary Publi~ My commission expires: APPROVED AS TO FORM AND AUTHORITY The foregoing Agreement has been reviewed by the undemigned attorney who has determined that it is in proper form and within the power and authority granted under the laws of the State of Arizona to the Town of Daniel J. Hochuli, Esq. Attorney for Town of Marana 10 $3 857 Page 6 of 6