HomeMy WebLinkAboutResolution 2000-115 amendments to bajada I and canyon pass development agreements F. ~ RODRIGUEZ, RECOP. DER
RECORDED BY: DSC
DEPUTX RECORDER
1212 ROOE
SMARA
TOWN OF MARANA
ATTN: TOWN CLERK
13251 N L0N ADAMS RD
MARANA AZ 85653
DOCKET: 11411
PAGE: 289
NO. OF PAGES: 27
SEQUENCE: 20002070082
10/25/2000
RES 09:58
MAIL
AMOUNT PAID $ 19.00
MARANA RESOLUTION NO. 2000-115
A RESOLUTION Of THE MAYOR AND TOWN COUNCIL OF THE TOWN OF MARANA,
ARIZONA, DECLARING AND ADOPTING AMENDMENTS TO THE BAJADA, PHASE I
AND CANYON PASS DEVELOPMENT AGREEMENTS BETWEEN THE TOWN OF
MARANA AND COTTONWOOD PROPERTIES INC.
WHEREAS, the Town of Marana, has the authority to modify and/or amend existing
development agreements pursuant to A.R.S. § 9-500.05(C); and
WHEREAS, the Town of Marana and the predecessor in interest in title of Trust 7804 and
Trust 7805 have executed a Pre-Annexation Development Agreement recorded in Docket 9211 at
Page 369 in the office of the Pima County Recorder known as the "Bajada Agreement;" and
WHEREAS, the Town of Marana and the predecessor in interest in title of Trust 7804 and
Trust 7805 have executed an Amended and Restated Development Agreement and
Intergovernmental Agreement recorded in Docket 9969 at Page 1923 in the office of the Pima
County Recorder known as the "Phase I Agreement;" and
WHEREAS, the Town of Marana and the predecessor in interest in title of Trust 7804 and
Trust 7805 have executed a Pre-Annexation Development Agreement recorded in Docket 8776 at
Page 2249 in the office of the Pima County Recorder known as the "Canyon, Pass Agreement;"
and
WHEREAS, The Bajada, Phase I and Canyon Pass Agreements shall be collectively
referred to herein as the "Development Agreements;" and
WHEREAS, Cottonwood Properties Inc. is the intended master developer of the majority
of the property described and depicted in the Development Agreements; and
WHEREAS, Trust 7804 and Trust 7805 are the current owners of the majority of the
property depicted in the Development Agreements; and
WHEREAS, the Town of Marana believes that the development of the property depicted
in the Development Agreements in accordance with the amended Development Agreement,
attached as Exhibit "A"and incorporated herein by reference, will directly benefit the Town of
Marana and its residents through augmentation of revenues and the development of commercial
and recreational facilities; and
IPAGES OF THIS DOCUMENT MAY NOT
REPRODUCE WELL Oil FILM.
Pima County Re¢order's Office
Marana Resolution No. 2000-115
Page 1 of 2
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WHEREAS, the Mayor and Council of the Town of Marana has determined that
amendments to the Bajada, Phase I and Canyon Pass Development Agreements are in the best
interest of the residents of Marana.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of
Marana, Arizona, as follows:
Section 1: That the amendments to the Bajada, Phase I and Canyon Pass Development
Agreements, as attached hereto, be adopted.
Section 2: All ordinances, resolutions, or motions and parts of ordinances, resolutions,
or motions of the Council in conflict with the provisions of this Resolution are hereby repealed,
effective as of the effective date of this Resolution.
Section 3: If any section, subsection, sentence, clause, phrase or portion of this
Resolution is for any reason held to be invalid or unconstitutional by the decision of any court of
competent jurisdiction, such decision shall not affect the validity of the remaining portions hereof.
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this
24t~ day of October, 2000.
ATTEST:
ON
Mayci~I~DB/BY SUTT , JR.
1J.(Hoct~uli, a I
Attbr.~e~ and
not personally
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Marana Resolution No. 2000-115 Page 2 of 2
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Attachment 2
Local Examples of Resort Hotel Economic Incentives
Resort City # Rooms
Ritz Carlton Rancho Vistoso Oro Valley 300
Marriott Desert Ridge Phoenix 950
Westin Kierland Phoenix 750
Marriott at. Starr Pass Pima County 575
Economic Incentives
l%ofRevenuesforl0 years
$800,000
$6,150,000
$4,850,000
l%ofRevenuesfor20 years
0
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EXHIBIT A
AMENDMENT TO DEVELOPMENT AGREEMENTS
AMENDMENT TO DEVELOPMENT AGREEMENTS
(Bajada, Phase 1 and Canyon Pass)
(Amending Documents Recorded in Docket 9211 at page 369,
Docket 9969 at Page 1923 and Docket 8776 at Page 2249)
This Amendment (the "Amendment") is made as of ,2000, by and among the Town
of Marana; an Arizona municipal corporation (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 Lawyers Title of Arizona, an Arizona corporation, as
Trustee under Trust No. 7805-T ("Trust 7805").
RECITALS:
A. The Town and the predecessor in title of Trust 7804 and Trust 7805
have executed a Pre-Annexation Development Agreement recorded in Docket 9211
at Page 369 in the office of the Pima County Recorder (as amended by an
Amendment to Pre-Annexation Agreement) which documents shall be referred to
collectively herein as the "Bajada Agreement".
B. The Town and the predecessors in title of Trust 7804 and Trust 7805
have executed an Amended and Restated Development Agreement and Inter-
Governmental Agreement recorded in Docket 9969 at Page 1923 in the 6ffice of the
Pima County Recorder (as amended by a First Amendment, Second Amendment and
Third Amendment) which documents shall be referred to collectively herein as the
"Phase I Agreement".
C. The Town and the predecessor in title of Trust 7804 and Trust 7805
have executed a Pre-Annexation Development Agreement recorded in Docket 8776
at Page 2249 (as amended by an Amendment to Pre-Annexation Development
Agreement) which documents shall be referred to collectively herein as the "Canyon
Pass Agreement".
D. The Baj ada Agreement, the Phase 1 Agreement and the Canyon Pass
Agreement shall be referred to collectively herein as the "Development Agreements".
E. Trust 7804 and Trust 7805 are the current owners of a majority of the
property described and depicted in the 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 Development Agreements pursuant to
the Assignment and Assumption of Ancillary Contracts recorded in Docket 10437
at Page 1728 in the Office of the Pima County Recorder. Cottonwood is the intended
master developer of the majority of the property described and depicted in' the
Development Agreements (exclusive of the District 1 Property described in the Phase
1 Agreement) and all references to the "Developer" herein refer to Cottonwood
and/or such other developer(s), if any, as the case may be, to whom Trust 7804 and
Trust 7805 hereafter assign all or a portion of their rights and obligations under the
Development Agreements in accordance with the provisions of the Development
Agreements.
F. The parties hereto desire to amend and restate portions of the
Development Agreements.
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. Definitions.
"Bajada Agreement" shall have the meaning set forth in Recital A above.
"Benchmark Date" shall mean that certain date by which the Town has first received
Resort Sales Tax of at least One Million Dollars ($1,000,000) during the immediately prior twelve
(12) month or less period; upon achieving the Benchmark Date, the Town and the Developer shall
confirm such date in writing for the convenience of measuring certain other time periods set forth
herein.
"Biological Opinion" shall mean a biological opinion issued by the United States Fish
& Wildlife Service with respect to Dove Mountain in form and content approved in writing by the
Developer.
"Calculation Year" shall mean the one (1) year period between the Benchmark Date
and the first anniversary thereof, and each subsequent one (1) year period fi:om armiversary to
anniversary of the Benchmark Date for a term of twenty (20) years from the Benchmark Date.
"Canyon Pass Agreement" shall have the meaning set forth in Recital C above.
"Comparable Cities" shall mean Tucson, Phoenix and Scottsdale.
"Construction Premium" shall mean the extra one percent (1%) sales tax on the
construction industry adopted pursuant to Marana Ordinance No. 98.02.
"Convention Visitors Bureau Costs" shall mean payments made by the Town to the
Convention Visitors Bureau on account of the Resort Hotel, to provide to the Resort Hotel operator
the benefits associated with membership.
"Deed of Trust" shall mean that certain standard form Deed of Trust (in form and
content mutually approved by the Town and the Developer) which shall encumber in first lien
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position the real property described on the attached Exhibit C and depicted on the attached Exhibit
D.
"Developer" shall have the meaning set forth in Recital E above.
"Development Agreements" shall have the meaning set forth in Recital D above.
"Dove Mountain" shall mean all of the land area subject to the Dove Mountain
Specific Plan excepting, however, the District 1 Property described in the Phase 1 Agreement.
"Dove Mountain Specific Plan" shall mean the comprehensive amendment to the
RedHawk Specific Plan adopted pursuant to Marana Ordinance 2000.04.
"Habitat Preservation Agreement" shall mean that certain Habitat Preservation
Agreement to be executed by the U.S. Fish & Wildlife Service and the Town whereby the Town
shall agre~ to preserve and manage the Tortolita Park Preserve for the benefit of the pygmy owl and
other wildlife, while allowing recreational, hiking, biking and equestrian opportunities.
"Net Revenue" shall mean the Resort Sales Tax and Resort Construction Tax received
by the Town during a Calculation Year, less the Town's expenditures for Preserve Costs and
Convention Visitors Bureau Costs during such Calculation Year.
"New CFD" shall mean a duly established communities facilities district approved
by the Developer and the Town and encompassing a land area within the "Property" as such term
is defined in the Bajada Agreement.
"New CFD Costs" shall mean all costs, expenses, fees and reserves arising out of or
related to the creation, establishment and initial bond funding of the New CFD, together with all
interest payments made by the New CFD to its bondholders in connection with the initial bond
funding of the New CFD.
"Other Public Facilities" shall mean the public utilities, trails and trailhead parking
which serve the Resort Hotel and/or the public as depicted on the attached Exhibit B and which are
constructed pursuant to contracts bid and awarded in compliance with any applicable public bidding
and contract award requirements.
"Other Public Facilities Costs" shall mean all costs and expenses incurred by the
Developer and/or a New CFD for the design and offsite and onsite construction of the Other Public
Facilities, together with any unreimbursed New CFD Costs.
"Phase 1 Agreement" shall have the meaning set forth in Recital B above.
"Preserve Costs" shall mean all payments due by the Town under the Preserve Lease
(including any amount bid at the public auction) as well as all direct costs and expenses incurred by
the Town or paid to third parties to manage the Tortolita Park Preserve in accordance with the
Habitat Preservation Agreement.
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Preserve Lease shall mean that certmn 99 year lease to be executed by the Arizona
State Land Department as landlord in favor of the Town as tenant for the Tortolita Park Preserve if
the Town is the successful bidder at public auction.
"Qualified Expenses" shall mean (i) the Other Public Facilities Costs, (ii) the
Transportation Facilities Costs, (iii) any Preserve Costs paid by the Developer or its affiliates prior
to the Town commencing such payments, and (iv) any consultant costs or other third party costs paid
by the Developer to obtain the approval of, or satisfy the requirements of, a biological opinion issued
by the U.S. Fish & Wildlife Service with respect to Dove Mountain or portions thereof and which
allows for the development of the Resort Hotel.
"Resort Construction Tax" shall mean all transaction privilege and sales taxes or
charges (however denominated or labeled) which are received by the Town with respect to the
construction of the Resort Hotel, the Transportation Facilities and the Other Public Facilities (but
excluding .any Resort Sales Tax as described below).
"Resort Hotel" shall mean the resort hotel facility to be located within Dove
Mountain to include over 400 rooms, golf facilities and clubhouse, restaurants, meeting rooms, spa
areas, ancillary retail facilities and time share facility.
"Resort Sales Tax" shall mean all transaction privilege, sales, room and/or bed taxes
or charges (however denominated or labeled) which are received by the Town from or with respect
to the Resort Hotel and its operations, including but not limited to taxes or charges which arise out
of, or are established with respect to, room charges, food and beverage sales, retail sales and sales
or charges at golf facilities with respect to which a tee time or reservation agreement exists with the
Resort Hotel (but excluding any Resort Construction Tax as described above).
"Tortolita Park Preserve" shall mean that certain approximately 2,400 acres depicted
on the attached Exhibit A.
"Transportation Facilities" shall mean the public roads depicted on the attached
Exhibit B and any public utilities located within or adjacent to the right-of-way for the public roads
depicted on the attached Exhibit B and which are constructed pursuant to contracts bid and awarded
in compliance with any applicable public bidding and contract award requirements.
Transportatton Facthtxes Costs shall mean all costs and expenses incurred by the
Developer and/or a New CFD for the design and construction of the Transportation Facilities, and
any unreimbursed New CFD Costs.
2. Public Purposes. The parties hereto recoguize and acknowledge that the development
of the property within Dove Mountain (including but not limited to development of the Resort Hotel)
and the resulting augmentation of revenues and commercial and/or recreational activities upon and
about Dove Mountain will directly benefit the Town and its residents. The parties hereto further
acknowledge that such development makes it necessary or desirable that the Transportation Facilities
and Other Public Facilities be constructed and the Preserve Lease and Habitat Preservation
Agreement be established. The Town has found that the development of the property within Dove
Mountain pursuant to the Dove Mountain Specific Plan and the Development Agreements as
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amended hereby has resulted and will result in benefits to the public health, welfare and safety of
the Town and its residents by (i) providing well planned development with appropriate open space
and recreational areas, (ii) increasing tax and other revenues to the Town based on businesses and
improvements to be constructed on the property within Dove Mountain, (iii) creating jobs through
the construction and operation of new businesses to be located within Dove Mountain, (iv) providing
for new public facilities as described herein, and (v) otherwise generally enhancing the Town for the
benefit and economic welfare of its residents, and for these reasons the Town will take the actions
described herein and will establish a funding mechanism and shall make the payments and
reimbursements as described herein.
3 Preservation Lease. If the Developer requests the Town to bid at the public auction,
then the Town shall bid at the public auction for the right to be the tenant under the Preserve Lease.
The Town shall bid an amount equal to the minimum allowed bid and such additional amount (if
any) approved by the Developer and the Town at the time of the auction.
4. ' Habitat Preservation Agreement. In the event that the Town is the successful bidder
at the public auction for the Preserve Lease, then on or before execution of the Preserve Lease, the
Town will also execute a Habitat Preservation Agreement with the U.S. Fish & Wildlife Service in
form and content approved by the Town, the U.S. Fish & Wildlife Service and the Developer.
5. Payment of Preserve Costs. The Preserve Costs will be paid by the Developer until
the Benchmark Date; fi:om and after the Benchmark Date, all Preserve Costs will be paid by the
Town for the remaining term of the Preserve Lease. Upon achieving the Benchmark Date, the Town
shall promptly reimburse the Developer for all Preserve Costs paid by the Developer during or on
account of the twelve (12) month period immediately prior to the Benchmark Date (with the balance
of any Preserve Costs previously paid by the Developer to be reimbursed pursuant to paragraph 8
hereof).
6. Security for Developer Payments. As security for the obligation of the Developer to
initially pay the Preserve Costs, upon the Town's execution of the Preserve Lease and Habitat
Preservation Agreement, the Developer shall cause the Deed of Trust to be executed and delivered
to the Town for recording.
7. Resort Construction Tax. Commencing when the Resort Construction Tax is first
received by the Town and extending for a period of twenty (20) years thereafter, the Town shall
reimburse and pay to the Developer or the New CFD, as the case may be, within thirty (30) days of
invoice fi.om the Developer, (but no more often than quarterly) an amount equal to the
Transportation Facilities Costs, provided that such reimbursement amount shall not exceed two-
thirds (2/3) of the cumulative amount of the Resort Construction Tax received by the Town.
8. Resort Sales Tax. Within thirty (30) days after the end of any Calculation Year in
which the Town receives Net Revenue of at least One Million Dollars ($1,000,000), the Town shall
reimburse and pay to the Developer or the New CFD, as the case may be, an amount equal to all
Qualified Expenses, provided, however, that (i) such reimbursement amount for any Calculation
Year shall not exceed twenty percent (20%) of the Resort Sales Tax for such Calculation Year, and
(ii) no such reimbursement of Qualified Expenses pursuant to this paragraph 8 shall cause the Net
Revenue to be retained by the Town for such Calculation Year to be less than One Million Dollars
($1,000,000).
9. Convention Visitors Bureau. The Convention Visitors Bureau serves the community
by securing and booking convention activities for the lodging industry. The Town shall timely pay
the Convention Visitors Bureau Costs.
10. Construction Premium. Commencing upon the date, if ever, that the Town shall
increase the Construction Premium, and extending until twenty (20) years after the Benchmark Date,
the Town shall reimburse and pay to the Developer or the New CFD, as the case may be, an amount
equal to any unreimbursed Transportation Facilities Costs and then an amount equal to all costs
incurred by the Developer and/or the New CFD, as the case may be, for the costs of designing or
constructing any public road or unreimbursed Other Public Facilities within the Town, provided,
however, that the aggregate of the reimbursements under this paragraph shall not exceed the
additional .Construction Premium collected by the Town with respect to construction activity within
Dove Mountain as a result of so increasing the Construction Premium.
11. Resort Bed Tax. The current rate for so called "bed taxes" within the Town and the
Comparable Cities are as follows: Tucson (4% plus $1.00 per night), Phoenix (3%), Scottsdale (3%)
and the Town (3%). The parties hereto recognize and acknowledge that the Resort Hotel will be
competing in a statewide and a regional marketplace. The Town recognizes the importance of not
placing the Resort Hotel at a competitive disadvantage with hotels in any of the Comparable Cities
by increasing bed taxes in excess of the average in the Comparable Cities as such competitive
disadvantage could result in a reduction of the economic benefits enjoyed by the Town and its
residents (by way of tax revenues, employment opportunities and otherwise) from the operation of
the Resort Hotel. Therefore, if the Town shall increase the bed tax, however denominated or labeled,
(or other similar taxes that impact the Resort Hotel to a greater degree than the general community)
at any time within twenty (20) years following the date the Resort Hotel first opens for business to
a rate in excess of the average rate for the Comparable Cities, then an amount equal to the taxes
collected from the Resort Hotel in excess of such average rate shall be paid fo the owner of the
Resort Hotel upon receipt by the Town to enable the owner of the Resort Hotel to maintain its
competitive position in the marketplace by increasing advertising to draw more visitors to the Town,
enhancing the hotel facility, developing additional public infrastructure and otherwise. The State
of Arizona or Pima County may in the future levy taxes to fund the Convention Visitors Bureau that
are not levied on a uniform basis in the Town and the Comparable Cities. In the event of such levies,
the portion that funds the Convention Visitors Bureau in any jurisdiction shall be added to the bed
tax in that jurisdiction prior to calculating the average rate set forth above. Additionally, in
determining the average rate for purposes set forth above when there is a per night amount within
a jurisdiction, then the percentage rate for that jurisdiction shall be calculated by taking the total bed
tax revenue in the preceding calendar year and dividing same by the total room revenue in the
preceding calendar year.
12. Calculation of Resort Hotel Permit Fees. The Town shall calculate permit fees for
the Resort Hotel based on the methodology and estimated construction costs in the latest edition of
the Uniform Building Code, as adopted by the Town from time to time.
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13. New CFD. The Town shall cooperate with the Developer to form the New CFD(s)
to construct the Transportation Facilities and the Other Public Facilities. To the extent that a New
CFD does not fund the design and construction of certain of the Transportation Facilities or the
Other Public Facilities, then the Town will pay the reimbursements due hereunder directly to the
Developer or its assigns and then to the New CFD.
14. Public Bidding Requirement. Reimbursements with respect to Transportation
Facilities, Other Public Facilities, or other public roads or improvements provided for herein shall
only be payable to the New CFD or the Developer as provided herein if the contracts for construction
are bid and awarded in compliance with any applicable public bidding and contract award
requirements.
15. Vested Development and Land Use Rights. The Development Agreements as
amended hereby establish legally protected and vested rights for the development and use of land
in Dove Mountain in a manner which is consistent with the Dove Mountain Specific Plan and the
Development Agreements as amended hereby. The parties hereto acknowledge that Trust 7804,
Trust 7805, Cottonwood and other owners of property within Dove Mountain have received building
permits, proceeded with substantial development, expended substantial sums, incurred substantial
liabilities and otherwise relied in good faith upon the Development Agreements and the Dove
Mountain Specific Plan (and its predecessors); the Town hereby reaffinns its commitment to allow
Trust 7804, Trust 7805, Cottonwood and other owners of property within Dove Mountain to develop
in accordance with, and otherwise rely upon the enforceability of, the Dove Mountain Specific Plan,
the Development Agreements and any plans heretofore or hereafter approved by the Town with
respect to the Resort Hotel. Such vested development and land use rights have been established with
respect to Dove Mountain by common law, contract and statutory authority (including but not
limited to ARS §9-500.05 and ARS §9-500.11 ), and such rights ensure reasonable certainty, stability
and fairness to the Developer and the owners of Dove Mountain.
16. Amendment of Baiada Agreement. The parties hereto acknowledge that the
"Property" described in the Bajada Agreement has been annexed and the "Concgptual Master Plan"
described in the Bajada Agreement has been implemented, amended and superseded by the Dove
Mountain Specific Plan. Paragraph 4 of the Pre-Annexation Development Agreement recorded in
Docket 9211 at Page 369 and paragraph 1 of the Amendment to Pre-Annexation Development
Agreement recorded in Docket 10626 at Page 628 are hereby superseded and replaced in their
entirety by the provisions of this Amendment. The provisions of this Amendment shall be deemed
to amend the B ajada Agreement and all remaining terms of the Bajada Agreement not inconsistent
with the provisions hereof shall remain in full force and effect.
17. Amendment of Canyon Pass Am'eement. The parties hereto acknowledge that the
"Property" described in the Canyon Pass Agreement has been annexed and the "Conceptual Master
Plan" described in the Canyon Pas Agreement has been implemented, amended and superseded by
the Dove Mountain Specific Plan. Paragraph 3 of the Pre-Annexation Development Agreement
recorded in Docket 8776 at Page 2249 and paragraph 1 of the Amendment to Pre-Aunexation
Development Agreement recorded in Docket 10626 at Page 636 are hereby superseded and replaced
in their entirety by the provisions of this Amendment. The provisions of this Amendment shall be
deemed to amend the Canyon Pass Agreement and all remaining terms of the Canyon Pass
Agreement not inconsistent with the provisions hereof shall remain in full rome and effect.
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18. Amendment of Phase 1 Agreement. The parties hereto acknowledge that the
"Specific Plan" described in the Phase 1 Agreement has been amended and superseded by the Dove
Mountain Specific Plan. Paragraph 6.9 of the Amendment and Restated Development Agreement
and Intergovernmental Agreement recorded in Docket 9969 at Page 1923 and paragraph 1 of the
Third Amendment to the Amended and Restated Pre-Annexation Development Agreement and
Intergovernmental Agreement recorded in Docket 10626 at Page 620 are hereby superseded and
replaced in their entirety by the provisions of this Amendment. The provisions of this Amendment
shall be deemed to amend the Phase 1 Agreement and all remaining terms of the Phase 1 Agreement
not inconsistent with the provisions hereof shall remain in full force and effect.
19. Tracking Assistance. The Developer shall timely provide the Town from time to time
with a list of all tax paying persons and entities (and shall otherwise provide the Town with such
information as the Town may reasonably request) to be used in the calculation of any payments due
hereunder.
20.' Miscellaneous. In the event of litigation to enforce the terms of this Agreement, the
prevailing party shall be entitled to receive its reasonable attorneys' fees and costs of suit.
Time is hereby made of the essence of this Agreement.
The wording of this 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.
In the event any tax payment or reimbursement due and used in the calculation of any
payment hereunder is adjusted or changed due to error, overpayment, underpayment or
miscalculation, and as a result thereof any payment previously made hereundet: is too high or too
Iow, then the Town and the Developer or the New CFD, as the case may be, shall promptly remit
(or credit) to the other such amounts as are necessary to correct the underpayment or overpayment
of sums due hereunder.
This Agreement provides for reimbursements payable by the Town for certain costs
and expenses and provides various mechanisms for the calculation and payment of such
reimbursements; in no event shall the Developer or the New CFD, as the case may be, ever be
reimbursed by the Town more than once for the same cost or expense.
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.
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No payment or reimbursement hereunder shall be deemed to be an assignment or
pledge of tax revenue.
Except as specifically set forth herein, nothing herein shall be deemed to obligate the
Town, the Developer or any owner of the Property to complete all or any part of the development
of the Property.
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 regulati.ons of any applicable governmental authorities.
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 of this Agreement or the application
of any such provision or any portion thereof shall be held invalid or unenfomeable, the remaining
portion of such provision and the remaining provisions of this 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.
Captions and headings as set forth herein are for reference purpbses only and shall
not be used in construing this Agreement.
IN WITNESS WHEREOF the parties executed this Agreement the day and year written above.
ATTEST:
THE TOWN OF MARANA, an Arizona
municipal corporation
Bobby Sutton, Jr., Mayor
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APPROVED AS TO FORM AND
AUTHORITY:
The foregoing Amendment has been reviewed
by the undersigned 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 Marana.
Daniel J. Hochuli, Town Attorney
APPROVAL BY DEVELOPER:
COTTONWOOD PROPERTiES, 1NC.,
an Arizona corporation,
TRUST 7804:
LAWYERS TITLE OF ARIZONA, INC.,
an Arizona corporation, as Trustee under Trust
No. 7804-T only, and not in its corporate capacity
By:
Its:
By:
Its:
TRUST 7805:
LAWYERS TITLE OF ARIZONA, INC.,
an Arizona corporation, as Trustee under Trust
No. 7805-T only, and not in its corporate capacity
agreement\139\101900
By:
Its:
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Exhibit A
Exhibit B
Exhibit C
Exhibit D
EXHIBITS
Depiction of Tortolita Park Preserve
Depiction of Other Public Facilities and Transportation Facilities
Legal description of property encumbered by Deed of Trust
Depiction of property encumbered by Deed of Trust
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Approximate Scale 1' = 3 Miles
WestLand Resources Inc.
EXHIBIT A
LOCATION MAP FOR
TORTOLITA PRESERVE
2399-ACRES
Preliminary Cost Estimate
Resort Hotel Infrastructure and Environmental Costs
Dove Mountain Blvd:
1/2 of existing CFD #2 Dove Mtn Blvd Extension
(From existing end to resort road)
Engineering and Inspection
Grading
Drainage Piping & Walls
Box Culverts
Paving & Curbs
Potable Water (16")
Reclaimed Water (12")
Sewer
Dry Utilities
Landscaping & Irrigation
Walking Trail: (8' wide)
Sub-Total Dove Mountain Blvd:
Quantity Unit Unit Cost Total Cost Rounded Cos
1 Is $712,791 $712,791
1,959,257 $ $0 $195,926
4,800 L.F. $35 $168,000
6 EA. $13,650 $81,900
2 EA. $233,607 $467,213
4,800 bF. $80 $384,000
4,800 L.F. $37 $178,176
4,800 L.F. $27 $131,808
N/A $0
4,800 LF. $49 $236,160
4,800 L.F. $65 $312,000
4,800 LF. Included
LF. $449 $2,155,183
$2,200,000
Resort Roads: (2 Lane w/o Median)
Engineering and Inspection
Grading
Drainage Piping & Walls
Paving & Curbs
Potable Water (12")
Sewer
Dry Utilities
Landscaping & Irrigation
Walking Trail: (8' wide)
Subtotal
(from end of Dove Mtn. Blvd., PH 3 to south PL of resort site)
1,664,276 $ $0 $166,428
6,475 LF. $19 $121,406
10 EA. $13,650 $136,500
6,475 L.F. $63 $410,515
6,475 L.F. $27 $177,804
6,475 L.F. $30 $194,250
6,475 bF. $49 $318,570
6,475 bF. $41 $268,324
6,475 L.F. $6 $36,908
$283 $1,830,704
$1,800,000
Public Utilities outside of resort parcel
Engineering and Inspection
Sewer (8") (Loop rd to PL)
Off site sewer
Water Booster Sta. (Zone E to F)
Off site reclaimed water
Relocate reclaimed water tank
Reimburse City oversizing for reclaimed water
Potable water through HH
Subtotal
Public Trails and Trailhead
Design and Inspection
Preserve boundry to north end of resort site
Off Site Preserve Trail
Trail Head Restroom
Trail Head Parking
3,740,900 $ $0 $374,090
4,150 L.F. $30 $124,500
1LS $2,500,000 $2,500,000
1 EA. $300,000 $300,000
10,560 L.F. $40 $422,400
1LS $100,000 $100,000
1LS $70,000 $70,000
5,600 L.F. $40 $224,000
$4,114,990
668,000 $ $0 $66,800
10,800 L.F. $6 $61,560
26,400 L.F. $8 $150,480
I EA $50,000 $50,000
52,500 SF $2 $105,000
$4,100,000
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EXHIBIT B - Page 1
Off Site Wild Burro Trail
Subtotal
52,800 bF.
$6 $300,960
$734,8OO
$700,000
Environmental Preservation
Tortolita Preserve payments prior to opening of resort 3 yr
Tortolita Preserve maint prior to opening of resort 3 yr
State Land Dept processing fee 432,000 %
One time mitigation Fee 1 Is
Processing of Environmental Permits 1 Is
Subtotal
$432,000 $1,296,000
$18,000 $54,000
$0 $12,960
$100,000 $100,000
$250,000 $250,000
$1,712,960
$1,700,000
Total
$10,548,637 $10,500,000
Assumptions
1) This is a preliminary cost estimate. Actual costs and quantitiies may be modified based on final plans.
2) This cost estimate assumes that three years of costs related to the Preserve will be reimbursed.
3) Additional expenses such as CFD start up costs and bond holder interest expense will be incurred to construct
the foregoing public infrastructure.
EXHIBIT B - Page 2
Dove Mountain Resort Hotel
Public Infrastructure and Environmental Costs
Preliminary Cost Estimate
Transportation Facilities
Dove Mountain Boulevard
Resort Roads
Other Public Facilities
Public Utilities outside of resort parcel
Public Trails and Trailhead
Total
Total Cost
$2,200,000
$1,800,000
$4,000,000
$4,100,000
$700,000
$4,800,000
Environmental Preservation
Total
$1,700,000
$10,500,OO0
Assumptions
1) This is a preliminary cost estimate. Actual costs and quantitiies may be modified based on final plans.
2) This cost estimate assumes that three years of costs related to the Preserve will be reimbursed.
3) Additional expenses such as CFD star[ up costs and bond holder interest expense will be incurred to construct the
foregoing public infrastructure.
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EXHIBIT B - Page 3
EXHIBIT "C"
LEGAL DESCRIPTION
PROPERTY ENCUMBERED BY DEED OF TRUST
OPW Project No, 96013-602
All of those portions of Sections 15, 16, 21, and 22 of Township 11 South, Range 12 East,
G&SRBM, Pima County, Arizona, more particularly described as follows:
BEGINNING at the West Quarter corner of Section 21,'being a found scribed rock from
which the East Quarter of said Section 21 bears South 89° 48' 34" East at 5276.90 feet;
Thence North 00° 01' 56" East, along the West line of the Northwest Quarter of Section 21,
a distance of 2634.58 feet to the Northwest comer of Section 21 being a found scribed
rock; .
Thence North 00° 00, 49" East, along the West line of the Southwest Quarter of Section
16, a distance of 800.79 feet;
Thence North 45° 00' 00" East, 1594.41 feet;
Thence North, 1015.18 feet;
Thence North 30° 00' 00" East, 800.00 feet;
Thence South 30° 00' 00" East, 745.00 feet;
Thence North 60° 00' 00" East, 1206.70 feet;
Thence East, 700.00 feet;
Thence South 30° 00' 00" West, 850.00 feet;
Thence South 60° 00' 00" East, 250.00 feet;
Thence North 60° 00' 00" East, 1300.00 feet;
Thence South 30° 00' 00" East, 800.00 feet;
Thence East, 325.86 feet to a point On the East line of Section 16 from which the East
Quarter corner bears South 00° 14' 16" East, at a distance of 79.35 feet;
Thence continuing East, 229.27 feet;
Thence North 60° 00' 00" East, 900.00 feet;
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Thence North, 273.90 feet;
Thence North 45° 00' 00" West, 521.85 feet;
Thence N°rth 30° 00' 00" East, 1179.16 feet;
Thence South 30° 00' 00" East, 400.00 feet;
Thence East, 2534.54 feet;
Thence South 30° 00' 00" West, 1469.06 feet;
Thence South 45° 00' 00" West, 805.54 feet;
Thence North 87° 39' 58" West, 319.60 feet;
Thence South 21~ 22! 36" West, 175.33 feet;
Thence South 45° 00' 52" West, 102.05 feet;
Thence South 60~ 08' 12" West, 190.81 feet;
Thence South 52° 17' 56" West, 176.12 feet;
Thence South 33~ 23' 07" West, 142.72 feet;
Thence South 77° 23' 43" West, 438.67 feet to a point of curvature;
Thence Westerly along said curve to the left, having a radius of 530.00 feet and a central
angle of 17~ 59' 54", an arc distance of 166.49 feet to a point of tangency;
Thence South 84~ 36' 23" West, 374.33 feet to a point of curvature;
Thence Westerly along said curve to the fight, having a radius of 1660.00 feet and a
central angle of 08° 27' 36", an arc distance of 245.11 feet to a point of tangency;
Thence North 86° 56' 01" West, 364~88 feet to a point of curvature;
Thence Southwesterly along said curve to the left, having a radius of 830.00 feet and a
central angle of 111° 32' 41", an arc distance of 1615.86 feet to a point;
Thence'North 88° 05' 20" West on a non-tangent line, 537.29 feet;
Thence South 78° 09' 26" West, 215.20 feet;
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Thence South 37° 42' 27" West, 176.90 feet;
Thence South 89° 43' 26" West, 488.63 feet;
Thence SOuth 78° 36' 01" West,
Thence South 56° 43' 37" West,
Thence South 25° 54' 09" West,
Thence South 10° 53' 26" East,
Thence South 57° 57' 24" East,
Thence North 86° 59' 31" East,
Thence North 68° 15' 01" East,
Thence North 46° 08' 09" East,
33O.O6 feet;
664.37 feet;
172.83 feet;
135.72 feet;
235.98 feet;
684.01 feet;
121.74 feet;
166.20 feet;
Thence North 83° 28' 56" East, 517.57 feet;
Thence North 72° 25' 43" East, 299.84 feet;
Thence North 68° 17' 06" East, 407.30 feet;
Thence North 64° 26' 20" East, 30.09 feet;
Thence North 39° 15' 28" East, 134.36 feet;
Thence South 18° 28' 42" East, 231.03 feet to a point of curvature;
Thence Southeasterly along said curve to the left, having a radius of 1720.00 feet and a
central angle of 28° 41° 22", an am distance of 861.25 feet to a point of tangency
Thence South 47° 10' 04" East, 272.87 feet to a point of curvature;
Thence Southeasterly along said cUrve to the right, having a radius of 1020.00 fet and a
central angle of 04° 04' 33", and am distance of 72.56 feet to a point of tangency;
Thence South 76° 42' 51" West, 212.39 feet;
Thence South 44° 50' 23" West, 536.73 feet;
Thence South 78° 44' 01" West, 187.91 feet;
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Thence South 67° 31' 03" West, 520.05 feet;
Thence South 50° 43' 35" West, 91.69 feet;
Thence South 29° 06' 11" West, 265.62 feet;
Thence South 20° 32' 17" East, 206.40 feet;
Tehnce South 78° 56' 57" East, 251.60 feet;
Thence South 64° 11' 32" East, 274.10 feet;
Thence South 75° 29' 35" East, 510.32 feet;
Tehnce South 68° 04' 07" East, 261.81 feet;
Thence South 83° 09! 12" East, 544.61 feet;
Thence South 45° 44' 09" East, 232.27 feet;
Thence South 57° 02' 44,, East, 509.90 feet;
Thence South 47° 30' 09" East, 29.94 feet;
Thence South 22° 27' 10" West, 271.13 feet;
Thence South 86° 35' 09" West, 225.14 feet;
Tehnce South 62° 40' 43" West, 120.11 feet;
Thence South 35° 50' 52" West, 702.39 feet;
Thence South 02° 04' 48" West, 132.69 feet;
Thence South 42° 52' 51" East, 169.38 feet;
Thence North 89° 59' 44" East, 749.04 feet;
Thence South 22° 57' 51" East, 142.52 feet;
Thence South 50° 05' 29" East, 146.45 feet;
Thence South 00° 02' 35" West, 29.73 feet;
Thence North 89° 57' 25" West, 1535.67 feet to a point on the East line of the Southeast
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Quarter of said Section 21;
Thence North 00° 05' 36" West along said East line, 1318.42 feet to the East Quarter
comer of said Section 21;
Thence North 89° 48' 34" West along the South line of the Northeast Quarter of said
Section 21, a distance of 2639.44 feet to the Southwest comer of said Northeast Quarter;
Thence continuing North 89° 48' 34" West along the South lin. e of the Northwest Quarter
of said Section 21, a distance of 2637.46 feet to the TRUE POINT OF BEGINNING;
Said parcel containing 762.89 acres.
REL:Ib
October 20, 2000
96013\600\legals\deedoffrust. lgl
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