HomeMy WebLinkAboutResolution 2005-039 amendment to development agreements relating to definition of resort hotel under dove mountain resort agreement
MARANA RESOLUTION NO. 2005-39
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE AN AMENDMENT TO DEVELOPMENT AGREEMENTS RELATING TO THE
DEFINITION OF "RESORT HOTEL" UNDER THE DOVE MOUNTAIN RESORT
AGREEMENT RECORDED AT DOCKET 11594, PAGE 3855; AND DECLARING AN
EMERGENCY.
WHEREAS, the Town of Marana entered into an agreement dated June 19, 2001,
recorded at Docket 11594, Page 3855, Pima County Recorder's Office (the "Resort
Agreement"); and
WHEREAS, the Resort Agreement offered certain financial incentives for the future
development of a resort hotel, which was defined as having at least 400 rooms; and
WHEREAS, the Town and the affected property owner now desire to reduce the number
of hotel rooms in the resort hotel definition to 200 to allow additional flexibility in attracting a
first class resort hotel to the Town of Maran a; and
WHEREAS, the Mayor and Council find that approval of the Amendment to
Development Agreements is in the best interest ofthe Town and its citizens.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, that the Amendment to Development Agreements attached
to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the
Mayor is hereby authorized to execute it for and on behalf of the Town of Mar ana.
BE IT FURTHER RESOLVED that the Town's Manager and staff are hereby directed
and authorized to undertake all other and further tasks required or beneficial to carry out the
terms, obligations, and objectives ofthe aforementioned amendment.
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FJClcds 3/29/05
BE IT FURTHER RESOLVED THAT since it is necessary for the preservation of the
peace, health and safety of the Town of Marana that this resolution become immediately
effective, an emergency is hereby declared to exist, and this resolution shall be effective
immediately upon its passage and adoption.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 5th day of April, 2005.
Mayor
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AMENDMENT TO DEVELOPMENT AGREEMENTS
(Amends Document Recorded in Docket 11594 at Page 3855)
This Amendment (the "Amendment") is made as of ~(' , 2005 by and
among the Town of Marana, an Arizona municipal corpora IOn (the "Town"), Cottonwood
Properties, Inc., an Arizona corporation ("Cottonwood"), Lawyers Title of Arizona, Inc., an Arizona
corporation, as Trustee under Trust No. 7804- T ("Trust 7804") and as Trustee under Trust No.
7805- T ("Trust 7805").
RECITALS:
A. The parties hereto (or their predecessors in interest) are parties to that
certain Amendment to Development Agreements made as of June 19, 2001, and
recorded in Docket 11594 at Page 3855 in the Office of the Pima County Recorder
("Resort Agreement") and to the Development Agreements defined in the Resort
Agreement, and certain amendments to such Development Agreements. The Resort
Agreement and the Development Agreements (as mostly recently amended) shall be
collectively referred to herein as the "Current Development Agreements".
B. Trust 7804 and Trust 7805 are the current owners of a majority ofthe
property described and depicted in the Current Development Agreements (exclusive
of the District 1 Property described in the Phase 1 Agreement) and are the assignees
of the Developer's rights and obligations under the Current Development
Agreements.
C. The parties hereto desire to amend the definition of "Resort Hotel" set
forth in the Resort Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto state, confirm and agree as follows:
AGREEMENT
1. Resort Hotel. The definition of "Resort Hotel" within the Resort Agreement
is amended to reduce the minimum number of hotel rooms from 400 to 200. Except for the
foregoing amendment, the Current Development Agreements shall remain unmodified and in full
force and effect.
2. Miscelhmeol1s. Time is hereby made of the essence of this Agreement.
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The wording ofthis Agreement has been arrived at by negotiation between the parties,
and, in the event of any ambiguity, this Agreement shall not be construed in favor of or against any
party hereto on account of such party having prepared any draft or final version hereof.
This Agreement shall be binding upon and inure to the benefit of the parties hereto
and their successors and assigns.
This Agreement constitutes the entire agreement between the parties and the parties
expressly acknowledge that there are no other agreements or understandings in regard to this
transaction other than as set forth herein or contained within other written agreements referred to
herein.
The recitals set forth herein are true and correct in all material respects and are
incorporated herein by reference.
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 delayed or
withheld.
Each party hereto shall from time to time execute and deliver such further instruments
as the other party or its counsel may reasonably request to effectuate the intent of this Agreement,
including, but not limited to, documents necessary for compliance with the laws, ordinances, rules or
regulations of any applicable governmental authorities.
In the event oflitigation to enforce the terms ofthis Agreement, the prevailing party
shall be entitled to receive its reasonable attorneys' fees and costs of suit.
The waiver by either party of any breach of any term, covenant or condition contained
herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term,
condition or covenant contained herein.
If any provision or any portion of any provision ofthis Agreement or the application
of any such provision or any portion thereof shall be held invalid or unenforceable, the remaining
portion of such provision and the remaining provisions ofthis Agreement, or the application of such
provision or portion of such provision, shall not be affected thereby.
This Agreement shall be construed in accordance with the laws of the State of
Arizona. In the event of any dispute hereunder, exclusive jurisdiction and venue shall exist only in
Pima County, Arizona. In particular this Agreement is subject to the provisions of A.R.S. § 38-511.
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Captions and headings as set forth herein are for reference purposes only and shall not
be used in construing this Agreement.
IN WITNESS WHEREOF the parties executed this Agreement the day and year written
above.
an Arizona
ST ATE OF ARIZONA )
) ss.:
COUNTY OF PIMA )
COTTONWOOD PROPERTIES, INC., an
Anzo~~
By. --;;¡¡¿ I ,
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[Print Name]
IrCII ~ '- f-
Its:
LAWYERS TITLE OF ARIZONA, INC.,
an Arizona corporation, as Trustee under
Trust Nos. 7804- T and 7805- T only, and not
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[Pr nt Name]
Its:
OØ2ro-J(
The foregoing instrument was acknowledged before me this 30'-/hday of ma./1é.tu , 2005, by
:[)ctUÚLJì1ettL J ~i?f¡£{Úd.mL of Cottonwood Properties, Inc., an Arizona corporation, on behalf of the
corporation. -./.1
. a - " LfYL. kf: J'YU.j'uJ
(j ANGELA M. ROMERO
~ Notary Public - Arizona
.. Pima County
My Comm. Expires Jon 16. 2007
[Seal]
STATE OF ARIZONA)
COUNTY OF PIMA
) ss.:
)
The fOregOi~ instrument was acknowledged before me this ~'~ay of J...-lai(/1 , 2005, by
-iD1t:¿ J.-{ ,. rdda A v.P of Lawyers Title of Arizona, Inc., an Arizona corporation, on behalf of the
~orporation, as Trustee under Trust Nos. 7804-T and 78 -T only, ~nd not ".in i~"'ate c~pacity.
~ OFFICIAL SEAL /£1 ..J; ~te.a JL-
DORIS J. CLARK aryPublic
. OTARY PUBLIC-ARIZONA
"" PIMA COUNTY
My omm. Exp. March 7,2008
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