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HomeMy WebLinkAbout11/5/2008 Council Agenda Packet~~ ~~.. a ...... REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, November 5, 2008, at or after 7:00 PM Ed Honea, Mayor Herb Kai, Vice Mayor Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler, Council Member ACTION MAY BE TAKEN BY THE COUNCIL ON ANY ITEM LISTED ON THIS AGENDA. Revisions to the agenda can occur up to 24 hours prior to the meeting. Revised agenda items appear in • italics. As a courtesy to others,~lease turn off or put in silent mode all pagers and cell phones. Meeting Times Welcome to this Marana Council meeting. Regular Council meetings are usually held the first and third Tuesday of each month at 7:00 p.m. at the Marana Town Hall, although the date or time may change, or Special Meetings may be called at other times and/or places. Contact Town Hall or watch for posted agendas for other meetings. This agenda may be revised up to 24 hours prior to the meeting. In such a case. a new agenda will be posted in place of this agenda. Speaking at Meetings If you are interested in speaking to the Council. during Call to the Public, Public Hearings, or other agenda items, you must fill out a speaker card (located in the lobby outside the Council Chambers) and deliver it to the Town Clerk prior to the convening of the meeting. All persons attending the Council meeting, whether speaking to the Council or not, are expected to observe the Council Rules, as well as the rules of politeness, propriety, decorum and good conduct. Any person interfering with the meeting in any way, or acting rudely or loudly will be removed from the meeting and will not be allowed to return. Accessibility To better serve the citizens of Marana and others attending our meetings, the Council Chambers are wheelchair and handicapped accessible. Any person who, by reason of any disability, is in need of • special services as a result of their disability, such as assistive listening devices, agenda materials printed in Braille or large print, a signer for the hearing impaired, etc.; will be accommodated. Such Regular Council Meeting -November 5, 2008 -Page 1 of 222 special services are available upon prior request to the Town Clerk at least l0 working days prior to the Council meeting. Agendas Copies of the agenda are available the day of the meeting in the lobby outside the Council Chambers or online at www.marana.com, by linking to the Town Clerk page under Agendas, Minutes and Ordinances. For questions about the Council meetings, special services or procedures, please contact the Town Clerk, at 382-1999, Monday through Friday from 8:00 a.m. to 5:00 p.m. Posted no later than Tuesday, November 04, 2008, 7:00 PM, at the Marana Municipal Complex, the Marana Operations Center and at www.marana.com under Town Clerk, Agendas, Minutes and Ordinances. REGULAR MEETING CALL TO ORDER AND ROLL. CALL PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE APPROVAL OF AGENDA • CALL TO THE PUBLIC PROCLAMATIONS At this time any member. of the public is allowed to address the Town Council on any issue not already on tonight's agenda. The speaker may have up to three minutes to speak. Any persons wishing to address the Council must complete a speaker card located outside the Council Chambers and deliver. it to the Town Clerk prior to the commencement of the meeting. Pursuant to the Arizona Open Meeting Law, at the conclusion of Call to the Public, individual members of the council may respond to criticism made by those who have addressed the Council, may ask staff to review the matter, or may ask that the matter be placed on a future agenda. PRESENTATIONS P 1: Presentation.: Relating to Transportation: A presentation by Union Pacific Railroad on grade crossings and key infrastructure elements in the Town (Barbara Johnson) P 2: Presentation: Relating to Streets: A presentation on the naming of three major routes roadways in the Town of Marana (Keith Brann) ANNOUNCEMENTS/UPDATES MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS • STAFF REPORTS Regular Council Meeting -November 5, 2008 -Page 2 of 222 • CONSENT AGENDA GENERAL ORDER OF BUSINESS The Consent Agenda contains items requiring action by the Council which are generally routine items not requiring Council discussion. A single motion will approve all items. on the Consent agenda, including any resolutions or ordinances. A Council Member may remove any issue from the Consent agenda, and that issue will be discussed and voted upon separately, immediately following the Consent agenda. C l : Resolution No. 2008-145: Relating to Town Facilities; approving and authorizing the Mayor to execute a use agreement between the Town of Marana and Old Pueblo Archaeology Center regarding the use of portable buildings at the Marana Operations Center; and declaring an emergency (Jane Fairall) C 2: Resolution No. 2008-146: Relating to Streets; authorizing the renaming of Street A along Tangerine Farms Road to "Rillito Village Trail" and the renaming of street B along Tangerine Farms Road to "Crossroads Trail" (Barbara Johnson) C 3: Resolution No. 2008-147: Relating to Development; acceptance of public improvements for- maintenance for Butterfly Mountain (Keith Brann) C 4: Resolution No. 2008-148: Relating to Development; approving and authorizing a final plat for Safeway #1749 Lots 7-9, a resubdivision of Lot 7 (Kevin Kish, AICP) • C 5: Resolution No. 2008-149: Relating to the Police Department; approving and authorizing the Chief of Police to execute an intergovernmental agreement between the Marana Police Department and the State of Arizona Department of Public Safety Arizona Counter Terrorism Information Center regarding the statewide terrorism liaison officer program (Terry Tometich) C 6: Resolution No. 2008-150: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board for a person and location transfer of a No. 06 (Bar) liquor license submitted by Kenneth Willard Depew on behalf of The Ritz- Carlton Golf Club, Dove Mountain located at 6501 Boulder Bridge Pass (Jocelyn C. Bronson) C 7: Minutes of the September 3, September 16, October 7, October 21, 2008 regular council meetings and the September 9, and October 14, 2008 special council meetings COUNCIL ACTION A l: Resolution No. 2008-151: Relating to Intergovernmental Relations; authorizing the Town of Marana to join and participate in the Central Arizona Association of Governments (Barbara Johnson) BOARDS, COMMISSIONS AND COMMITTEES ITEMS FOR DISCUSSION/POSSIBLE ACTION • EXECUTIVE SESSIONS Regular Council Meeting -November 5, 2008 -Page 3 of 222 . E l :Executive Session pursuant to A_R.S. §38-431.03 (A)(3}, Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this. agenda. E 2: Executive Session. pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's .attorneys and discussion-and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008-001131, (2) pending legal issues, settlement discussions and contract negotiations relating to the transition of Marana wastewater collection and treatment to the Town of Marana. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of what items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the agenda for the second regular town council meeting after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B) ADJOURNMENT • • Regular Council Meeting -November 5, 2008 -Page 4 of 222 • 11555 W. CHIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council Item P 1 From: Barbara Johnson ,General Manager Public Services Subject: Presentation: Relating to Transportation: A presentation by Union Pacific Railroad on grade crossings and key infrastructure elements in the Town Discussion: • Union Pacific Railroad will be giving a presentation on various grade crossings in the Town, both current and future, as well as other key infrastructure elements such as the Barnett Channel. UPRR and Town staff are working towards creatlhg a memorandum of understanding that will be brought before council in the future. The parties have reached certain understandings concerning their respective projects and both parties desire to solicit guidance from the Mayor and Council with respect to the deal points on UPRR and Town projects. ATTACHMENTS: '_\aine: Description: Type: No Attachments Avaifabie Staff Recommendation: Suggested Motion: Regular Council Meeting -November 5, 2008 -Page 5 of 222 C ~~~~ ~1~ 11555 W. CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM • To: Mayor and Council Item P 2 From: Keith Brann ,Town Engineer Subject: Presentation: Relating to Streets: A presentation on the naming of three major routes roadways in the Town of Marana Discussion: The Town has several major roadways that are planned as part of the major routes plan. Some of these roadways are new alignments that do not. correspond to any existing rights of way. Some of these roadways overlap segments of previously dedicated right of way that have no current pavement (paper streets). As development continues, some of these new major routes will be built as part of master planned communities. These major routes extend beyond these communities and in some cases overlap multiple communities. As part of branding of these communities, developers desire to name these major routes after their communities, creating the possibility of a single major route having multiple names throughout Marana. Town staff desires to have these roadways bear a single name throughout the Town. To that end, staff will make a short presentation on the three roadways and ask for council direction on naming of the roadways. The Three Roadways. are: 1. The arterial road parallel of and east of I-l0 that runs from Pinal County south to ultimately Lambert Lane (platted as Adonis Road in the San Lucas Plat) 2. The arterial road that runs from the intersection of Dove Mountain Boulevard and Heritage Club Boulevard east to Thornydale Road (sometimes referred to as the Thornydale Loop) 3. The arterial road that runs from the intersection of Dove Mountain Boulevard and Tangerine Road south to Linda Vista Boulevard (Dove Mountain Extension/Camino de Mariana project) Financial Impact: Future financial impacts would be related to street renaming, such as readdressing and physical sign changes. ATTACHMENTS: Name: ^ Ma~orRoutes ROW..-12- 2002~df Description: Town Major Routes PEan Type: Exhibit Regular Council Meeting -November 5, 2008 -Page 6 of 222 • Staff Recommendation: Suggested Motion: I direct staff to bring forward resolutions to set the road names for major routes roadways as discussed. • • Regular Council Meeting -November 5, 2008 -Page 7 of 222 O N 0 N O O C1 6~ 7 01 • ~~ ~~~ ~~~~~ + , tea.. a .._.~„ 1.1555 W. CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council Item C 1 From: Jane Fairall ,Deputy Town Attorney Subject: Resolution No. 2008-145: Relating to Town Facilities; approving and authorizing the Mayor to execute a use agreement between the Town of Marana and Old Pueblo Archaeology Center regarding the use of portable buildings at the Marana Operations Center; and declaring an emergency Discussion: In August 2003, the Town and Old Pueblo Archaelogy Center entered into a use agreement which allowed Old Pueblo to use three portable buildings located at the Marana Operations Center {MOC) to conduct its educational and research programs and business. The Town had obtained the three portable buildings from the Marana Unified School District (MUSD). In exchange for the use of the buildings, Old Pueblo agreed • to provide educational activities to the Town and MUSD. During the course of its use of the portable buildings, Old Pueblo has constructed at its expense a metal shade structure, a tubular steel and chain link fence, and outdoor drinking fountain and sink and sidewalks at the MOC. The original agreement expired in August 2008. The proposed agreement would allow Old Pueblo to continue to use two of the three portable buildings through December 31, 2008. In exchange for the continued use of the buildings, Old Pueblo would leave the existing metal shade structure, fencing, drinking fountain and sink and sidewalks. at the MOC and those items would become the property of the Town. Financial Impact: None ATTACHMENTS: Nante: Description.: Type: ^ _Reso re Use_ Agreement w- Old_Pueblo re._Portables Resolution Resolution (00_0.11354 .DOC ^ Use_Agreem_ent w-Old_Pueblo Archae_obgy re_~ortables Use Agreement Exhibit (00011.353 _PDF Staff Recommendation: Staff recommends approval of the use agreement between the Town of Marana and Old Pueblo Archaelogy Center. Suggested Motion: I move to approve Resolution No. 2008-145. • Regular Council Meeting -November 5, 2008 -Page 9 of 222 MARANA RESOLUTION N0.2008-145 RELATING TO TOWN FACILITIES; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A USE AGREEMENT BETWEEN THE TOWN OF MARANA AND OLD PUEBLO ARCHAEOLOGY CENTER REGARDING THE USE OF PORTABLE BUILDINGS AT THE NIARANA OPERATIONS CENTER; AND DECLARING AN EMERGENCY. WHEREAS the Town of Marana and Old Pueblo Archaeology Center desire to enter into a use agreement regarding the Old Pueblo Archaeology Center's use of portable buildings at the Marana Operations Center; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of the public to enter into this agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, AS FOLLOWS: SECTION 1. The Town Council hereby approves the use agreement between the Town of Marana and Old Pueblo Archaeology Center, attached to and incorporated by this reference in this resolution as Exhibit A, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Town's Manager and staff are hereby directed and authorized to undertake al l other and further tasks required or beneficial to carry out the terms, obligations, and obj ectives of the use agreement. SECTION 3. 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, ADOPTED, and APPROVED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson,. Town Clerk Frank Cassidy, Town Attorney Regular Council Meeting -November 5, 2008 -Page 10 of 222 {00011354. DOC /} JF 10/I7/08 Use Agreement Between Town of Marana and Oid Pueblo Archaeology Center This Agreement is entered into this day of , 2008, by and betwreen-the Town ofi Marana, an Arizona municipal corporation ("Town"), and Old Pueblo Archaeology Center {"Old .Pueblo"), a 501 {c)(3) organization. The Town and Old Pueblo are sometimes referred to in this agreement as the "Parties." Recitals A. The Marana Operations Center (hereinafter "MOC") is located at 5100 W. Ina Road. B. The Town owns three Portable Buildings that are located at the MOC. C. Old Pueblo conducts a public heritage education program at archaeological and historic sites in the Marana District Park (hereinafter "Parka) at 7548 N. Silverbell Road, and desires to maintain office space and educational fiacilities within the Marana Town Limits and close to the Park heritage program sites. D. On August 19, 2003, the Town and Old Pueblo entered into a Use Agreement which allowed Old Pueblo to use the three Portable Buildings at the MOC to conduct its educational and research programs and business. Old Pueblo agreed to provide educational activities to the Town and to the Marana Unified School District in exchange for the use of these Portable Buildings. E. During the term of the August 19, 2003 Use Agreement, Old Pueblo constructed at its expense a metal shade structure, tubular steel and chain link fencing, an outdoor drinking fountain and sink, sidewalks and two signs at the MOC to facilitate. its use of the three Portable Buildings. F. The Use Agreement entered into by the Parties on August 19, 2003, expired by its own terms on August 19, 2008. G. The Parties now desire to modify the terms of the previous Use Agreement to reflect current usage and to extend the cooperation of the Parties relating to the Portable Buildings. Agreement Now, THEREFORE, in consideration of the foregoing promises and the mutual covenants set forth in this Use Agreement, the Parties hereby agree as follows: 1. Recitals. .The foregoing Recitals are hereby incorporated in this Agreement as though fully set forth. 2. Use of Portable Buildinas and Courtyard. Old Pueblo shall be allowed to continue to conduct its educational and research programs and business in and from the MOC in a space that the Town shall reserve for Old Pueblo's .exclusive use to the extent allowed by law, except as required by the Town for normal property maintenance .and emergency repairs. The reserved • space shall include two of the three portable buildings currently located at the MOC, described as Buildings 7 and 8, as well as the center courtyard. Regu~~6il~e~ic~ -November 5, 2008 -Page 11 of 222 3. Metal Shade Structure, Fencing, Outdoor Drlnking Fountain and Sink and Sidewalks. Old Pueblo agrees to make necessary repairs to the metal shade structure, tubular steel and chain link fencing, outdoor drinking fountain and sink and sidewalks it constructed at the MOC, if any, and to keep the metal shade structure, fencing, drinking fountain, sink and sidewalks in good, orderly and presentable condition. Upon termination of this Agreement, .the metal shade structure, tubular steel and chain link fencing, outdoor drinking fountain and sink and sidewalks shall remain in their existing location and become the property of the Town. Old Pueblo shall not charge the Town any fee for the metal shade structure, fencing, drinking fountain, sink or sidewalks. 4. Insurance. Old Pueblo agrees to provide public liability and property insurance for the Portable Buildings and for the activities of the Town and its invitees in utilizing the Portable Buildings, and shall provide to the Town certificates evidencing such insurance and listing the Town as an additionally insured party. 5. .Building Maintenance. Old Pueblo agrees to make necessary repairs to the Portable Buildings, if any, and to keep the Portable Buildings in good, orderly and presentable condition. Old Pueblo shall not be obligated to maintain or repair any facilities other than the buildings, structures, and utilities that directly serve Old Pueblo. 6. Utilities. Old Pueblo shall be responsible for payment of all utilities related to its use of the Portable Buildings. Term and Termination of Agreement. a. Effective Date. This Agreement shall be effective following execution and approval by the Marana Town Councal and the Old Pueblo Archaeology Center Board of Directors. b. Term. To the extent permitted by law, following this Agreement's execution, the Agreement shall remain in effect until December 31, 2008, unless terminated earlier according to the terms of this Agreement. ` c. Termination. (i) For Cause. A party may terminate the Agreement for material breach of the Agreement by the other party. Prior to termination under this paragraph, the party allegedly in default shall be given written notice by the other party of the nature of the alleged default. The party said to be in default shall have forty-five (45) days to cure the default. If the default is not cured within that time, the other party may terminate this Agreement. Any such termination shall not relieve either party from liabilities or costs already incurred under this Agreement. (ii) .Conflict of Interest. Pursuant to A.R.S. § 38-511, the state, its political subdivisions or any department of either, may, within three (3) years after its execution, cancel any contract, without penalty or further obligation, made by the state, its political subdivisions, or any of the departments or agencies of either if any person significantly involved in initiating, negotiating, securing, drafting or creating the contract on behalf of the state, its political subdivisions or any of the • departments or agencies of either is, at any time, while the contract or any extension of the contract is in effect, an employee or agent of any other party to Regular Council Meeting -November 5, 2008 -Page 12 of 222 {00010784.DOC / 2}2 the contract in any capacity or a consultant to any other party to the contract with respect to the subject matter of the contract. $. Legal Authority. Neither party warrants the other its legal authority to enter into this Agreement. If a court, at -the request of a #hird person, should declare that either party lacks authority to enter into this Agreement, or any part of it, then the Agreement, or parts of it affected by such order, shall be null and void, and no recovery may be had by either party against the other for lack of performance or otherwise. 9. Ownership of oroperty upon termination. The Portable Buildings used by Old Pueblo shall remain the property of the Town upon termination of this Agreement. Any usable personal property, real property and fixtures thereto acquired for purposes of this Agreement shall be the property of the purchasing party at termination of this agreement, except for the metal shade structure, tubular steel and chain link fencing, outdoor drinking fountain and sink and sidewalks which shall become the property of the Town as described in paragraph 3, above. 10. Removal of Drot3erty upon termination. Upon termination of this Agreement, Old Pueblo shall .remove the following property from the MOC: the railroad ties located under the metal shade structure and the signs it constructed on the south side of Building 8 and on the tubular steel fence on the east side of the courtyard. 11. Indemnification. a. Mutual Indemnity. To the fullest extent permitted by law, each party to this Agreement shall indemnify, defend and hold the other party, its governing board or body, officers, departments, employees and agents, harmless from and against any and a[I suits, actions, legal or administrative proceedings, claims, demands, liens, losses, fines or penalties, damages, liability, interest, attorneys', consultants' and accountants' fees, ar costs and expenses of whatsoever kind and nature, resulting from or arising out of any act or omission of the indemnifying party, its agents, employees or anyone acting under its direction or control, whether intentional, negligent, grossly negligent, or amounting to breach of contract, in connection with or incident to the performance of this Agreement. b. Notice. Each party shall notify the other in writing within thirty (30) days of the receipt of any claims, demands, suits or judgments against the receiving party for which the party intends to invoke the provisions of this Article. Each party shall keep .the other party informed on a current basis of its defense of any claims, demands, suits or judgments under this Article. c. Negligence of indemnified party. The obligations under this Article shall not extend to the negligence of the indemnified party, its agents or.employees. d. Survival of termination. This Article shall survive the termination, cancellation or revocation, whether in whole or in part, of this Agreement. 12. Notification. All notices or demands upon any party to this Agreement shall be in writing, unless other forms are designated elsewhere, and shall be delivered in person or sent by mail addressed as follows: • To Ofd Pueblo: To Town: Executive Director Town Manager's Office Regular Council Meeting -November 5, 2008 -Page 13 of 222 {00010784.DOC / 2}3 PO Box 40577 Tucson, AZ 85717-0577 Or 5100 W. Ina Road Tucson, AZ 85743 13. Construction of Agreement. 11555 W. Civic Center Dr. Marana, AZ 85653 With a copy to: Frank J. Cassidy, Town Attorney Town of Marana 11555 W. Civic Center Dr. Marana, AZ 85653 a. Entire Agreement. This instrument constitutes the entire agreement between the parties pertaining to the subject matter hereof, and all prior or contemporaneous agreements and understandings, oral or written, are. hereby superseded and merged herein. b. Amendment. This Agreement shall not be modified, amended, altered or changed except by written agreement signed by both parties. c. Construction and Interpretation. All provisions of this Agreement shall be constructed to be consistent with the intention of the parties as expressed in the recitals hereof. d. Captions and Headings. Captions and headings are for index purposes only and shall not be used in construing this Agreement. e. Severability. In the event that any provision of this Agreement or the application thereof is declared invalid or void by statute or judicial decision, such action shall have no effect on other provisions and their application, and to this extent, the provisions of the Agreement are severable. In the event that any provision of this Agreement is declared invalid or void, the parties agree to meet promptly upon request of the other party in an attempt to reach an agreement on a substitute provision. • 14. Legal Jurisdiction. Nothing in this Agreement shall be construed as either limiting or extending the legal jurisdiction of the Town or Old Pueblo. 15. No Joint Venture. It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to, create any partnership, joint venture or employment relationship between the parties or create any employer-employee relationship between Ofd Pueblo and any Town employees, or between the Town and any Ofd Pueblo employees. Neither party shall be liable for any debts, accounts, obligations or other liabilities whatsoever of the other, including (without limitation) the other party's obligation to withhold social security and income taxes for itself or any of its employees. 16. No Third Party Beneficiaries. This Agreement. is not intended to and shalt not create any right in any person or entity as a third party beneficiary. Regular Council Meeting -November 5, 2008 -Page 14 of 222 {00070784.DOC / 2}4 17. Compliance with Laws. The parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. a. Anti-Discrimination. The provisions of A.R.S. § 41-1463 and Executive Order Number 994 issued by the Governor of the State of Arizona are incorporated by this reference as a part of this Agreement. b. Americans with Disabilities Act. This Agreement is subject to all applicable provisions of the Americans with Disabilities Act. (Public Law 101-366, 42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 18. Waiver. Waiver by either party of any breach of any term, covenant or condition herein contained shall not be deemed a waiver of any other term, covenant or condition, or any subsequent breach of the same or any other term; covenant or condition herein contained. 19. Force Maieure. A party- shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by reason of uncontrollable forces. The term "uncontrollable forces" shall mean, for the purpose of this Agreement, any cause beyond the control of the party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic, war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy shortage, casualty foss, acts of God, or action or non-action by governmental bodies in approving or failing to act upon applications for approvals or permits which are not due to the negligence or willful. action of the parties, order of any government officer or court (excluding orders promulgated by the parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such party could not reasonably have been expected to avoid. Either party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. 20. Remedies. Either party may pursue any remedies provided by law for the breach of the Agreement. No right or remedy is intended to be exclusive of any other right or remedy and each shall be cumulative and in addition to any other right or remedy existing at law or in equity or by virtue of #his Agreement. Should either party prevail in any legal or equitable action for the. purpose of protecting or enforcing its rights under this Agreement, that party shall recover in addition to all other relief, its reasonable attorney's fees and court costs to be fixed by the court. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. OLD PUEBLO ARCHAEOLOGY CENTER By, Executive Director TOWN OF MARANA By Mayor ATTEST: Town Clerk Regular Council Meeting -November 5, 2008 -Page 15 of 222 {00010784.DOC / 2}5 APPROVED AS TO FORM: Town Attorney • Regular Council Meeting -November 5, 2008 -Page 16 of 222 {00010784.DOC ! 2}~ 11555 W. CIVIC CENTER DRNE, MARANA, ARIZONA 85653 COUNCII. CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council .Item C 2 From: Barbara Johnson ,General Manager Public Services Subject: Resolution No. 2008-146: Relating to Streets; authorizing the renaming of Street A along Tangerine Farms Road to "Rillito Village Trail" and the renaming of street B along Tangerine Farms Road to "Crossroads Trail" Discussion: There were no objections. or preferences to street names mailed internally or externally. Barbara Johnson recommended Crossroads Trail for Street B, for its temporary use until the TI is constructed and Rillito Village Trail for Street "A". While Elementary Drive was an • administrative change, Streets A & B require assignment of Cross Blocks and Cardinal Direction before they can be approved by Council. The name change is effective October 31, 2008 for emergency response purposes. ATTACHMENTS: Name: Description: Type: ^ Street AB Renaming Resolution.doc Resaiution Resolution ^2008_Dsirbu..tio...n Coversheet-Street A.doc Street A Coversheet Backup Materia[ ^ 2008 Distribution Coversheet-Street B.doc Distribution Coversheet Street B Backup Material ~ Depiction Street A B.pdf Depiction Street A and B Backup Material ~ External_.Distribution Notice LTR 080821.doc Extemai Distribution Notice Backup Materal ^ In_t_er_nal Distrbution_Notce LTR 080813.doc internal Distribution Notice Backup Material Staff Recommendation: Staff recommends approval of the street rename request in order to create consistency with addressing across jurisdictions. Suggested Motion: I move to approve Resolution 2008-146. • Regular Council Meeting -November 5, 2008 -Page 17 of 222 MARANA RESOLUTION N0.2008-146 RELATING TO STREETS; AUTHORIZING THE RENAMING OF STREET A ALONG TANGERINE FARMS ROAD TO "RILLITO VILLAGE TRAIL" AND THE RENAMING OF STREET B ALONG TANGERINE FARMS ROAD TO "CROSSROADS TRAIL" WHEREAS, the Town of Marana has named temporary Street A and temporary Street B, as shown in Exhibit A along Tangerine Farms Road for purposes of construction and these roadways are being used for an extended period of time; and WHEREAS, said streets are completely in the Town of Marana and may require emergency services that require full named street; and WHEREAS, the Town desires to rename Street A along Tangerine Farms Road to . "Rillito Village Trail" and the renaming of street B along Tangerine Farms Road to "Crossroads Trail". NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, to rename Street A along Tangerine Farms Road to "Rillito Village Trail" and the renaming of street B along Tangerine Farms Road to "Crossroads Trail". PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 5~' day of November, 2008. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney RegUl ~e~~~~genM~ae.~~~r,~r~ee~t~B~e~iiam~iz~ F2 eo~tior~.cQo 222 TOWN OF MARANA DISTRIBUTION LIST T0: DISTRIBUTION LIST DATE: Aucusr25, 2008 FROM: BARBRA BOURNE, REAL PROPERTY AGENT RESPONSE DEADLINE: SEPTEMBER 10 , 2005 CASE NUMBER: STREET "A"- RENAMING EFFECTIVE DATE OF CHANGE: OCTOBER 31, 2008 PROJECT PROPOSAL: PROPOSED STREET NAME CHANGEIEMERGENCY RESPONSE COMPLIANCE- PURSUANT TO ADDRESSING REGULATIONS X.80 (C) NAME CHANGE BY COUNCIL ACTION OF PUBLIC .RIGHT-OF-WAY KNOWN AS STREET "A" AS RECORDED IN DOCKET 12881 PAGE 421 IN THE PIMA COUNTY RECORDER'S OFFICE, PIMA COUNTY, ARIZONA AND LOCATED IN SECTION 1 TOWNSHIP 12 SOUTH RANGE 11 EAST PIMA COUNTY ARIZONA. This submittal is currently being reviewed. Please advise us of any considerations involving your agency, and bring to our attention any concerns and roblems that should be considered as part of this review. ARC/HOA/DRC REVIEW KIM DISTEFANO MARANA SCHOOL DISTRICT f RON RICKEL AVRA VALLEY FIRE DISTRICT BARRY GERBER X MARANA TONM ENGINEER/CONSULTANT _........_..- `-KEITH BRANN AZ. DEPT. OF AGRICULTURE BILL KENDALL X MARANATRAFFIC ENGINEERING FERNANDO PROL AZ DEPT. OF TRANSPORTATION (ADOT) DENNIS ALVAREZ X .MARANA WATER DEPARTMENT BRAD DE SPAIN AZ DEPT OF WATER RESOURCES JEFF TANNLER X NORTHWEST FIRE DISTRICT DENNIS STEIGLEITER ....._..._...~..........._ ........................_...._..._...._.........._.........,...._.,.__._...._._.._._._...._....._...._...._.............._..._.__.__.._._.._._,. AZ STATE GAME & FISH DEPARTMENT SHERRY A. RUTHER ....................._................._....._...................................~_..._.._._..._..._.._.._.....v._.................................................................................................................. PIMA ASSOCIATION OF GOVERNMENTS € SANDY WHITE AZ STATE LAND I JAMES GALAYDA PIMA COUNTY ADDRESSING OFFICE KAY MARKS AZ STATE MUSEUM* JOHN MADSEN PIMA COUNTYASSESSOR'S ' ED ABRIGO EL PASO NATURAL GAS JOHN BRIDGE PIMA COUNTY PARKS & RECREATION [ GREG HAGEN CENTRAL ARIZONA PROJECT (CAP) DAVIS WILSON JR. PIMA COUNTY DEPT. OF ENV. QUALITY MARTHA SALVADO GENERAL MANAGER. X CORTARO-MARANA IRRIGATION (CHID) SYDNEY SMITH PIMA COUNTY WASTEWATER DEVELOPMENT € JULIE COULTHARD REVIEW DIVISION (PCWW) PIMA COUNTY REAL PROPERTY MARTY STICKFORD RURAL METRO FIRE DEPARTMENT CAPTAIN BILL BOHLING WESTERN AREA POWER ADMINISTRATION BRIAN YOUNG SOUTHWEST GAS CORP. TODD DIDIER (WAPA) COMCAST COMMUNICATIONS # MIKE GINN TRICO ELECTRIC COOPERATIVE FRANK GONSALES X MARANA TOWN MANAGER ` GILBERT DAVIDSON TUCSON ELECTRIC POWER LISA CASTILLO X MARANA ATTORNEY FRANK CASSIDY/CEDRIC HAY TUCSON WATER DISTRICT TOM VICTORY X MARANA BUILDING DEPT. JOHN HUNTLEY UNION PACIFIC RAILROAD (FORMERLY SOUTHERN KEN PACKARD, SUPERINTENDENT ..................................................................................................e....~._._.._.._.__..._._._....---._._._.............._._._....._...._..._..__. PACIFIC. PIPELINES, INC.) _..._..._...._...._........................................................................._..._.._.._..._.._.._.._.._,._...._..................................................................................................._... X MARANA DEVELOPMENT SERVICES CAROLS GLEESON US SPRINT WALTER HARRIS, TAX SPEC. X MARANA PARKS & RECREATION i TOM ELLIS QWEST COMMUNICATIONS (FORMERLY US WEST) LARRY LEWIS X MARANA PLANNING € KEVIN KISH/LISA SHAPER E-SPIRE COMMUNICATIONS € MIKE DAVIED X MARANA POLICE BILL DERFUS TIME WARNER COMMUNICATIONS TOM SEELEY AT & T COMMUNICATIONS INQUIRIES METROPOLITAN WATER DISTRICT TIMOTHY DINKEL M.C.I. WORLDCOM EUGENE JOHNSON SPRINT COMMUNICATIONS COLIN SWORD X MARANA DEVELOPMENT ENGINEER =AARON SUKO KINDER MORGAN DAVE COMMAN X MARANA PUBLIC WORKS € BARBARA F. JOHNSON X MARANA TOWN CLERK JOCELYN BRONSON X ADJACENT PROPERTY OWNERS PER GIS IF A RESPONSE IS NOT RECEIVED, THEN IT IS ASSUMED THAT YOU HAVE NO C OMMENT S OR CONCERNS TO CONTRIBUTE. HOWEVER, A RESPONSE LETTER IND ICATING CLEARANCE OR NO ISSUES OF CONCERN EXPRESSED WOULD BE APPREC IATED. PLEASE NOTE PROJECT NAME ON RESPONSES. THANK YOU. • Fo rward your reSpOnS2S t0: Town of Marana Legal Department•Re al Propert y Services 11555 W. Clvlc CENTER DR., MARAN A, AZ 856 53 (OFFICE 520.382.1900 (FAX) 520.3 82.1945 E -MAIL: BBOURNE~MARANA.COM Regular Council Meeting -November 5, 2008 -Page 19 of 222 TOWN OF MARANA DISTRIBUTION LIST • T T 0 DIS RIBUTION LIST DATE: AucusT25, 2008 FROM: BARBRA BOURNE, REAL PROPERTY AGENT RESPONSE DEADLINE: SEPTEMBER 10 , 2008 CASE NUMBER: .STREET "B"- RENAMING EFFECTIVE DATE OF CHANGE: OCTOBER 31, 2008 PROJECT PROPOSAL: PROPOSED STREET NAME CHANGEIEMERGENCY RESPONSE COMPLIANCE- PURSUANT TO ADDRESSING REGULATIONS X.$O IC) NAME CHANGE BY COUNCIL ACTION OF PUBLIC RIGHT-OF-WAY KNOWN AS STREET "B" AS RECORDED IN DOCKET 12837 PAGE 5250 IN THE PIMA COUNTY RECORDER'S OFFICE PIMA COUNTY ARIZONA AND LOCATED IN SECTION 36 TOWNSHIP 11 SOUTH RANGE 11 EAST PIMA COUNTY ARIZONA. This submittal is currently being reviewed. Please advise us of any considerations involving your agency, and bring to our attention any concerns and roblems that should be considered as part of this review. ARC/HOAIDRC REVIEW ? KIM DISTEFANO MARANA SCHOOL DISTRICT RON RICKEL _.........._....._...._..._.........._. AVRA VALLEY FIRE DISTRICT ...---._e._...._._.._._.~._..._._.__._._.._...._._._.....__._._._....._. BARRY GERBER ... X ................................................._...._......................_.....~....__.................................................... MARANA TOWN ENGINEER/CONSULTANT ....,............................._.._..__..._.._...._.._.................................................... KEITH BRANN ........................_.........._.............................................................._...._...........~...... AZ. DEPT. OF AGRICULTURE .......~._.e._._...__.._.__._..._.._..._...._.._...._...._.._._._...._....._. ` BILL KENDALL _. X _......................................_.._....__..__.._..........._..........._....._.................................................... MARANA TRAFFIC ENGINEERING ....,...................................~..._..._..._...__.._.................................................... FERNANDO PROL AZ DEPT DF TRANSPORTATION (ADOT) DENNIS ALVAREZ X MARANA WATER DEPARTMENT BRAD DE SPAIN AZ DEPT. OF WATER RESOURCES JEFF TANNLER X NORTHWEST FIRE DISTRICT DENNIS STEIGLEITER ........................._.........._...._...._..._..._......................................................... AZ STATE GAME & FISH DEPARTMENT .......,........,...................-._...._....................._.._.._.._..._._.~._ SHERRY A. RUTHER .. ..............................._..............._..__...._.._...._...._..._.........................................._.. PIMAASSOCIATION OF GOVERNMENTS ....a...................._............................................_.._..._-..~-..._.._.._..._...._ SANDY WHITE AZ STATE LAND JAMES GALAYDA PIMA COUNTY ADDRESSING OFFICE ? KAY MARKS ..._..._ ................................................ t._....._..._................................................... AZ STATE MUSEUM .......g................._.............................._..............__...._._._....._...._....._._ `JOHN MADSEN . ......................................................................................................_...__..__....._.._.._..._.._.. PIMA COUNTYASSESSOR'S ...~.._..............................................~.............._.._..._.._.._.._.._.._.. s ED ABRIGO EL PASO NATURAL GAS JOHN BRIDGE PIMA COUNTY PARKS ~ RECREATION `GREG HAGEN CENTRAL ARIZONA PROJECT (CAP) DAVIS WILSON JR. PIMA COUNTY DEPT. OF ENV. QUALITY MARTHA SALVADO GENERAL MANAGER. X CORTARO-MARANA IRRIGATION (CHID) SYDNEY SMITH PIMA COUNTY WASTEWATER DEVELOPMENT JULIE COULTHARD REVIEW DNISION (PCWW) PIMA COUNTY REAL PROPERTY I MARTY STICKFORD RURAL METRO FIRE DEPARTMENT CAPTAIN BILL BOHLING .............................................................................................._....._..._..._...._..._. WESTERN AREA POWER ADMINISTRATION .......s...._._._._..------._._._._~._...._...._....__..._._._..........._ BRIAN YOUNG .... _...._..............................._........._....._............................................................................................ SOUTHWEST GAS CORP. .....;........._.._..._.._.._.._..__..._............................................................... TODD DIDIER (WAPA) COMCAST COMMUNICATIONS MIKE GINN TRICO ELECTRIC COOPERATIVE FRANK GONSALES X MARANA TOWN MANAGER ! GILBERT DAVIDSON TUCSON ELECTRIC POWER LISA CASTILLO X MARANA ATTORNEY FRANK CASSIDY/CEDRIC HAY TUCSON WATER DISTRICT TOM VICTORY X MARANA BUILDING DEPT =JOHN HUNTLEY UNION PACIFIC RAILROAD (FORMERLY SOUTHERN i KEN PACKARD, SUPERINTENDENT PACIFIC. PIPELINES, INC.) X MARANA DEVELOPMENT SERVICES CAROLS GLEESON US SPRINT WALTER HARRIS, TAX SPEC. X ................................................._...._........................_.........................................._. MARANA PARKS & RECREATION ..._.r._~.._...._....._........._....._...._....---._...._......................................... TOM ELLIS ._. _.........~......~..._................................................................................__..._..........__.._..__..._. QWEST COMMUNICATIONS (FORMERLY US WEST) .._,._..........................._............................-_.._...._.._...._..._...._...._.._. LARRY LEWIS X MARANA PLANNING KEVIN KISH/LISA SHAPER E-SPIRE COMMUNICATIONS MIKE DAVIED X MARANA POLICE I BILL DERFUS TIME WARNER COMMUNICATIONS TOM SEELEY AT & T COMMUNICATIONS INQUIRIES ~ METROPOLITAN WATER DISTRICT TIMOTHY DINKEL M.C.I. WORLDCOM € EUGENE JOHNSON SPRINT COMMUNICATIONS COLIN SWORD X MARANA DEVELOPMENT ENGINEER AARON SUKO KINDER MORGAN ? DAVE COMMAN X ......~ ............................................................................................... MARANA PUBLIC WORKS .......o................._........................................_..__..__..._.._._..-- --~- i BARBARA F. JOHNSON -.. X ...................................................._.........._...................................~......_.................-.................... MARANA TOWN CLERK .._.,....................................................._..._........................................._......_.. JOCELYN BRONSON X ADJACENT PROPERTY OWNERS I PER GIS IF A RESPONSE IS NOT RECEIVED, THEN I T IS ASSUMED THAT YOU HAVE NO COMMENT S OR CONCERNS TO CONTRIBUTE. HOWEVER, A RESPONSE LETTER IND ICATING CLEARANCE OR NO ISSUES OF CONCERN EXPRESSED WOULD B E APPREC IATED. PLEASE NOTE PROJECT NAME ON RESPONSES. THANK YOU. • Fo rward your responses t0: Town of Marana Legal Department-Real Propert y Services 11555 W. CIVIC CENTER DR., MARANA, AZ 85 653 (OFFICE) 520382.1900 (FAX) 520382.1945 E -MAIL: BBOURNE@AIARANA.CON Regular Council Meeting -November 5, 2008 -Page 20 of 222 • ~ "0 o ~~ ~ ~~ ~ ,~ ~~ 3 _~ D r ~ V1 ca N u c,+ . o 0 ~ r!i ~ ~ d: o w ~ ~ ~ ~ ! _ / _ ~Z O D H ~ $ ~ a `" ~ ~ ~" a m N H . o \ O i-` ~ ~ ~ rt `~~° ~ ~ H ~ V • ~ Fwl ' ° ~~z y ~ ~ ~ V W Y r ~ yy ~w ~~ .. ~ ~ l~ w ,O1 m ' ~ ~ ~ o ~ ~, o ~_ ~' N O ~ - ~ o G rn ~S 7 N ~9 0 3 U3 cs D b m ~ II ~. W 0 0 0 S 00'27'14" Ei 2838.01' n cn rs ~ ~ ~ ,~ m m z -~ ~ ~ w D r m ° ~ (1+ {". D ,-~i rn N O ~ fsl ~ ~ O ~/ ~~ . .~ Vim/ g `~ °'~w n n +7 n n n t7 C) {3i -P Gi N ~ ~ rn N N U1 .p -P -P ~ -P -P -P 00 Oo Oo D W W O 0 0 0 ~_ O CO O O O O C o a O O O O Cn -~ N W W -~ U1 D . ~ ~ O V O ~ v rn •a -~ c4 ~ c~ Ut -~ O O C31 CO ~P N OD ~F+ N CJ1 r t'~ _ ~ V Q m O OP O* ~P - f 1 -P Ui O ~P -~ U1 N O) O -~ d) ~.t y N W -+ W N Ui _ O rn ~ N 00'35'30" W 2644.80' NORTH-SOUTH M!D SEC110N UNE SECTION 5 Regular Council Meeting -November 5, 2008 -Page 21 of 222 • b~ ~~ ~\~ ~~~~1p1~ • °o N O g 0 'L INTERSTATE 10 SW LINE RIGHT-OF-WAY D©CKET 12714 PG. 245 ~~PAGE 2842Q TANGERINE ROAD DKT. 6529, PG. 775 SCALE: i" = 300' SECTION LINE- ~ l~I~ ENCEMNT: - SOUTHEAST COR. SEC. 36 ~r ~ ;~.~~ ~t ~, ,a„} EXHIBIT "B" ACCESS EASEMENT FOR WESTCdR MARANA LLC M M L A ACROSS PROPERTY DESCRIBED IN DOCKET 12714, PAGE 245, P S O M A S IN THE SOUTHEAST QUARTER OF SECTION 36, eoor.r>~~saruar,~u asn~ TOWNSHIP 11 SOUTH, RANGE 11 EAST, Tr ~ ~-:~o {eao) as-ssrs ra~,nme GILA & SALT RIVER MERIDIAN, PIMA COUNTY, ARIZONA 03081-04 DATE: O5/03/O6 ~ DRAWN BY: PMF p~sors_ Regular Council Meeting -November 5, 2008 -Page 22 of 222 ~- ~~Al ~~.~~~ August 25, 2008 To: Overland Vistoso, LP et al; Cemex, Inc.; Cemex Construction Materials; T. Lowenthal & R. Humphrey; Westcor Marana, LLC. Fr: Barb Bourne, Real Property Acquisition Agent RE: Tangerine Farms Rd Project 2004-036- Street Renaming-Emergency Response Compliance Subject: Name Change Street "A" and Street "B" Affected Parcels: Westcor Marana LLC, Overland Vistoso-Cottonwood To Whom It May Concern: The Town of Marana is reviewing street naming in the Tangerine Farms Rd Project 2004-036 for emergency response compliance with the 911 system. Street "A" and Street "B" require - official name change for compliance. Maps of the Tangerine Farms Road Project for Street "A" and Street "B" are attached for review. Due to 911 requirements, the Town may approve the name changes to any right-of-way by Council Action after a review and comment period. (Addressing X.80 (C)) Proposed Street Names: Street "A" Cottonvale Blvd., Rillito Village Tr. and Cerulian Visfa Way. Street "B" Ceres Way, Florian .Way, Canal Dr. and Crossroads Tr. (Street "B" is a temporary access easement to accommodate the Twin Peaks Interchange.). The Town of Marana will provide a 15-day review and comment period for departments and property owners affected by this change for addressing and emergency response purposes. Please direct your comments or objections in writing to Real Property, so that we may address your concerns. If we do not receive comments by September 10,.2008, we will proceed with Council Action to change the street names for compliance with the emergency response system, effective October 31, 2008. If you have any questions, comments, or concerns please contact me at (520) 382-2689. Thank you for your attention to this. matter. Sincerely, . Barbra Bourne, Real Property Acquisition Agent Regular Council Meeting -November 5, 2008 -Page 23 of 222 i ~~~ ,~~ ~,~,~ ~~,..~. August 25, 2008 To: Town of Marana Departments Fr: Barb Bourne, Real Property Acquisition Agent RE: Tangerine Farms Rd Project 2004-036- Street Renaming-Emergency Response Compliance Subject: Name Change Street "A".and Street "B" Affected Parcels: Westcor Marana LLC, Overland Vistoso-Cottonwood, Cemex, Inc., Cemex Construction Materials, Lowenthal 8~ Humphrey. To Whom It May Concern: The Town of Marana is reviewing street naming in the Tangerine Farms Rd Project 2004-036 for emergency response compliance with the 911 system. Street "A" and .Street "B" require official name change for compliance. Maps of the Tangerine Farms Road Project for Street "A" and Street "B" are attached for review. Due to 911 requirements, the Town may approve the name changes to any right-of-way by Council Action after a review and comment period. (Addressing X.80 (C)) Proposed Street Names: Street "A" Cottonvale Blvd., Rillito Village Tr. and Cerulian Vista Way. Street "B" Ceres Way, Florian Way, Canal Dr. and Crossroads. Tr. (Street "B" is a temporary access easement to accommodate the Twin Peaks Interchange.) The Town of Marana will provide a 15-day review and comment period for departments and property owners affected by this change for addressing and emergency response purposes. Please direct your comments or objections in writing to Real Property, so that we may address your concerns. If we do not receive comments by September 10, 2008, we will proceed with Council Action to change the street names for compliance with the emergency response system, effective October 31, 2008. If you have any questions, comments, or concerns please contact me at (520) 382-2689. Thank you for your attention to this matter. Sincerely, Barbra Bourne, Real Property Acquisition Agent Regular Council Meeting -November 5, 2008 -Page 24 of 222 • ~~: ~~.~ •~..1•....~ 11.555 W. CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council Item C 3 From: Keith Brann ,Town Engineer Subject: Resolution No. 2008-147: Relating to Development; acceptance of public improvements for maintenance for Butterfly Mountain Discussion: • This resolution. will release the Private Improvement Agreement(s) between Mr. George Constantini, and the Town of Marana, regarding Butterfly Mountain as depicted on Exhibit A. Butterfly Mountain is comprised of lots l through 28 and Common Area `A'. The subdivision is recorded in Book 57 of Maps and Plats, Page 32, Pima County Recorders Office, Arizona. In releasing said Private Improvement Agreement(s), the Town of Marana will accept for maintenance, including regulatory traffic control signs and street signs, approximately 0.1 miles of the following paved streets: Moore Road Financial Impact: Commits to the expenditure of budgeted Operations and Maintenance funds. ATTACHMENTS: Name: Description: Type: ^ Resolution -Butterfly Mountain.doc Resolution Resolution ^ Butterfly Mountain Location Mapp~df map Exhibit Staff Recommendation: Staff recommends Mayor and Council accept the public improvements for maintenance. Suggested Motion: I move to approve Resolution No. 2008-147. • Regular Council Meeting -November 5, 2008 -Page 25 of 222 MARANA RESOLUTION N0.2008-147 RELATING TO DEVELOPMENT; ACCEPTANCE OF PUBLIC IMPROVEMENTS FOR. MAINTENANCE FOR BUTTERFLY MOUNTAIN WHEREAS, Butterfly Mountain is a 103.77 acre subdivision located east of Camino de Oeste, north of Moore Road, containing lots 1 through 39, and common. area `A', and is recorded at the Pima County Recorder's Office in Book 57 of Maps and Plats, Page 32; and .WHEREAS, Mr. George Constantini has completed the public improvements acceptable to Town standards in accordance with the Assurance Agreement for Butterfly Mountain. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana as follows: Section 1. The Town accepts for maintenance, including maintenance of regulatory traffic control • and street signs, for maintenance, approximately 0.1 miles of the following paved streets as shown on Exhibit A: • Moore Road PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney Regul~r~C~a~eso1~~i~~i~Io.~'48Y~~S-"P$Pir 5, 2008 -Page 26 of 222 • ~xi & ~ ~ ~ ~^ ' amJ ~ ~ "W, a - ---- ~ $ ~ z x~~a ~ \~ eaauremo gg s~ ¢ v ~~~€ e ~ ~ x 0 ~ \ ~ = n ~ o ---- ~ oleo ~ msn 3o axmo ~sy Z W ~ W J ~^ a " N s ' a ~~ o ~ ~~ z S ~ ~ $ : Za y ~ ~ W ~ ~ ~ $ ~ ~ ~ JN a ~~°u rl g ~sggF-€ W~~~~= _ wU ~g~a~~~ "~ m~.a ~y " i s _ w 1 I i I ~ ~~ ~~ I y ~~ ~ s ~~ ~~~ illll~ i; o ~ ~ ~e~4W~d~d~~Kymy.W~w~om~Qoo~ ~~~ ^~ s - ~ ~ g; ~ ' G 3~s J 4 o. oz.~R__. 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O ~ m ~- k~a= € O me~~ ° x~`~ `ay ~g gYg ~~ a ° Q m~zx d G <~€~ ~ ~ mgW ~ m ~~~: a m ~aix-s ~ z ~~m ~~ ~ ~W ~~ I°_ i ~' ~~~~ v/~ ,p., a,,, 11555 W. CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council Item C 4 From: Kevin Kish, AICP ,Planning Director Subject: Resolution No. 2008-148: Relating to Development; approving and authorizing a final plat for Safeway #1749 Lots 7-9, a resubdivision of Lot 7 Discussion: Request The applicant is requesting approval of a final plat to allow for the resubdivision of Lot 7 of the Safeway Store #1749 subdivision, recorded in Book 58 Page 74, into 3 lots on approximately 5.69 acres. The purpose of the. final plat is to allow the sale of individual parcels. Tutor Time is currently proposing a Development Plan for a day care facility on the proposed lot 7. Currently there are no other users for the other two proposed lots. • Location The subject property is located on Lot 7 of the Safeway Store #1749 Final Plat, within the Continental Ranch Specific Plan, generally located at the southeast corner of Silverbell and Twin Peaks Road. Zoning Information The land use designation per the Continental Ranch Specific Plan is "C" (Commercial). Transportation and Access The existing center has three access points from Silverbell Road and two from Twin Peaks Blvd.. ATTACHMENTS: Name: Description: Type: D Resolufion 200...8.-xx Safe_w_a~% 1749 Resu6.doc Resolution Resolution ~ Loco#jon_M~~df Location Map Backup Materia! G' Application.pdf Applicaton Backup Material Site_plan~df Site Rian Backup Material Staff Recommendation: Staff recommends approval of the final plat for the Safeway Store #1.749 Lots 7-9. Staff has reviewed the application for compliance with the Marano Land Development Code and the Continental Ranch Specific Plan. The final plat is in conformance with all required development regulations and conditions of zoning. Suggested Motion: I move to approve Resolution No. 2008-148. .~ Regular Council Meeting -November 5, 2008 -Page 28 of 222 • MARANA RESOLUTION N0.2008-148 • RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING A FINAL PLAT FOR THE SAFEWAY STORE #1749 LOTS 7-9, A RESUBDIVISION OF LOT 7 WHEREAS, the Town of Marana approved and adopted. the specific plan for the area known as Continental Ranch on April 5, 2008 (Ordinance No. 88.09), located within the corporate boundaries of the Town of Marana, Arizona; and WHEREAS, a final plat for Safeway Store #1749 Lots 1-6 was approved on May 20, 2003 (Resolution No. 2003-45); and WHEREAS, a final plat for Safeway Store #1749 Lots 6-7, .the resubdivision of Lot 6 was approved on July 6. 2008 (Resolution No. 2004-90); and WHEREAS, Safeway, Inc is the owner of approximately 5.69 acres within the Safeway #1749 subdivision boundary has applied to the Town of Marana for approval of a final plat for Safeway Store #1749, Lots 7-9, a resubdivision of Lot 7, generally located at the southeast corner of Silverbell and Twin Peaks Roads in Section 20, Township 12 South, Range 12 East, and; and WHEREAS, the Mayor and Council have considered the application at the regular Town Council meeting held November 5, 2008 and has determined that the final plat for the Safeway Store #1749 Lots 7-9 meets all. applicable requirements and should be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the Final Plat for Safeway Store #1749 Lots 7-9, a resubdivision of Lot 7, located at the southeast corner of Silverbell and Twin Peaks Roads, is hereby approved. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. ATTEST: Jocelyn C. Bronson Town Clerk APPROVED AS TO FORM: • Frank Cassidy, Town Attorney Marana Resolution No. 2008-148 Mayor Ed Honea Regular Council Meeting -November 5, 2008 -Page 29 of 222 • • Regular Council Meeting -November 5, 2008 -Page 30 of 222 • ~~WM~r~ I Y~ f-i~ l ~ ~l 'fit ~~~nv~~/~ ~ ~. r[.Antt~r>~?~> ~~ rlvt;t:~~~Lx[rv~ h~3~a.rca~? ~ r 5 r r ~~r:~>' ~Y~ZC~~~~-1~['{c~t,~at~~Qa~~~ ~.~-,- .~__--_____, v .~- ^ 1'rt''imielary ~I~.~ v Fiual 3'Isit ~ Gcna,'a1 ~laat5 A~rieadatent QVeriancc [~ 13vwv'!t>}~rtlauzti'ta~t ;~] SWPI'P [~} 1,Rnctsettpa ~lztn ~ Nxtive f'latzt I'~rn)st Specit`icP3z<zl Aznent~mc~z# ~ C'onditiontrt IJsePet7nii ^ Razo77e7S~caif`IC t'tzat [~, #+nnexation Significant Last! Use Cilftnga ^ Minor Lnnd I?ivision Q WataY ~iazl [~ .;~>tn~w a.cu': flan ~~ccify_~pe in Descr~~ign of P~oreci box's) ~ Qtlter 11555 W. Clvic~GetlterDrive, 131cig, A2^t+ _+ ,n.r, A7 SSt ~: -~nn3""fe:lap37otte (5~0} 382-26t}O+Fax ;520 382-2G41 t?ru~7~~4r~.~' r,ss s , A~r c ~~_ .. 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CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council From: Terry Tometich ,Chief of Police Item C 5 Subject: Resolution No. 2008-149: Relating to the Police Department; approving and authorizing the Chief of Police to execute an intergovernmental agreement between the Marana Police Department and the State of Arizona Department of Public Safety Arizona Counter Terrorism Information Center regarding the statewide terrorism liaison officer program Discussion: The proposed intergovernmental agreement{IGA) is for the purpose of enhancing domestic • preparedness anal Chemical, Biological, Radiological, Nuclear, Explosive (CBRNE) response services in the state of Arizona. Pursuant to the IGA, the Marana Police Department (MPD) would agree to assign a police officer. to work as a certified terrorism liaison officer (TLO) with the Department of Public Safety (DPS) Arizona Counter Terrorism Information Center (ACTIC). The TLO would be required to complete training provided by DPS ACTIC in order to become certified. The certified TLO would then be required to work 20 hours per month with DPS ACTIC in activities related to domestic preparedness, CBRNE response services and any activities associated with terrorism awareness. DPS ACTIC will provide CBRNE-capable equipment to the Marana Police Department certified TLO for his or her use during the period of the agreement. In addition, if an emergency related to the purposes of the IGA occurred in the state of Arizona, the TLO would be required to respond and assist DPS ACTIC. Contingent upon available funding, DPS would reimburse the MPD for any travel expenses. The IGA has no expiration date but may be terminated by either party with or without cause with 30 days written notice. Financial Impact: None. The IGA provides that neither party shall charge the other party for administrative fees for any work performed pursuant to the agreement. ATTACHMENTS: '~?ame: Description: Type: ^ Res_o_ re IGA_for TLO_w- ACTIC_j00011176~j2J.DOC Resolution Resolution • ^ IG_A w-DPS re. Statewide. IGA Exhibit TLO__Prog.ram Regular Council Meeting -November 5, 2008 -Page 33 of 222 X0001 y_177)_P_D_F Staff Recommendation: Staff recommends the adoption of Resolution No. 2008-149, approving and authorizing the Mayor to execute the IGA for the statewide terrorism liaison officer program. Suggested Motion: I move to adopt Resolution No 2008-149 • Regular Council Meeting -November 5, 2008 -Page 34 of 222 MARANA RESOLUTION N0.2008-149 RELATING TO THE POLICE DEPARTMENT; APPROVING AND AUTHORIZING THE CHIEF OF POLICE TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE MARANA POLICE DEPARTMENT AND THE .STATE OF ARIZONA DEPARTMENT OF PUBLIC SAFETY ARIZONA COUNTER TERRORISM INFORMATION CENTER REGARD- ING THE STATEWIDE TERRORISM LIAISON OFFICER PROGRAM WHEREAS the Marana Police Department and the State of Arizona Department of Pub- lic Safety desire to enter into an intergovenunental agreement for the purpose of enhancing do- mestic preparedness and Chemical, Biological, Radiological, Nuclear, Explosive (CBRNE) re- sponse services in the state of Arizona; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of the public to enter into this agreement. • NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, AS FOLLOWS: SECTION 1. The Town Council hereby approves the Intergovernmental Agreement between the Marana Police Department and the State of Arizona Department of Public Safety, attached to and incorporated by this reference in this resolution as Exhibit A, and the Chief of Police is hereby au- thorized to execute it for and on behalf of the Town of Marana. SECTION 2. 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 of the Intergovernmental Agreement. PASSED, ADOPTED, and APPROVED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. Mayor Ed Honea ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney Regular Council Meeting -November 5, 2008 -Page 35 of 222 A. G. COM1'RACT N0. PQ01 ~~ 00 ~ Q 1 ® ~~~~° ~. Z~ ~ - 2-~~ INTERGOVERNMENTAL AGREEMENT REGARDING STATEWIDE TERRORISM LIAISON OFFICER PROGRAM This Intergovernmental Agreement {"IGA") is entered into between the State of Arizona Department of Public Safety Arizona Counter Terrorism information Center (ACTIC), hereinafter referred to as "DPS," and the Marana Police Department, herein after referred to as "Agency." The purpose of this Agreement shall be to enhance domestic preparedness Chemical, Biological, Radiological, Nuclear, Explosive (CBRNE) response services concerning the activities of terrorism, through the cooperative efforts of the parties to this Agreement. DPS is authorized and empowered to enter into this IGA pursuant to A.R.S. § 41-1713 both parties are authorized and empowered to enter into this IGA pursuant to A.R.S. § 11-952 and the Agency is authorized and empowered pursuant to A.R.S. § 11-951 Et seq. and A.R.S. 9-24a(B) (12)• Now, in consideration of the mutual promises set forth herein, the parties to this Agreement hereby agree to the following terms and conditions: I. Participation The Agency agrees to assign a member of its police department and/or fire department who has been authorized by his/her Agency to respond to incidents in support of the Agency. This person is herein referred to as a Terrorism Liaison Officers (certif ed TLO}. Prior to receiving. any reimbursement, equipment, and/or funding, the TLO must complete the TLO training offered by DPS ACTIC. If the TLO fails to complete the training then he/she is ineligible for this program. A person who completes the training is known as a certified TLO. • During the duration of this assignment, the certified TLO must work at least 20 hours per month related to the purpose of this agreement. Specifically, the TLO will conduct activities related to domestic preparedness, CBRNE response services, any activities associated with terrorism awareness and any of the activities listed. in Exhibit A the TLO Weekly Timesheet. The TLO must submit a TLO weekly timesheet to DPS ACTIC documenting work relating to the purpose of this agreement. During the assignment period, the Agency and DPS agree to allow the certified TLO to maintain all benefits, rights, and privileges available to said certified TLO as if they were assigned on a full-time basis to the Agency during this period. The assigned certified TLO must abide by all of the applicable rules and regulations of the Agency and are subject to its disciplinary process. Regular Council Meeting -November 5, 2008 -Page 36 of 222 Page 1 of 6 II. Equipment The equipment purchased for and assigned to said certified TLO shall be CBRNE capable and shall remain in the custody of the agency for use by the certified TLO pursuant to this agreement. Contingent upon the availability of Law Enforcement Terrorism Prevention Program (LETPP) funding, equipment will be acquired by DPS. Equipment will be purchased from the current list of authorized equipment approved by the DPS ACTIC commander. All assigned and purchased equipment issued to a certified TLO pursuant to this agreement will be maintained in good working order by Agency. The Agency will be required to make all necessary repairs to equipment. In the event that issued or purchased equipment is damaged, lost, stolen or no longer operative, the Agency will be responsible for the expenses far replacement, repair, or reimbursement, whichever is applicable. An annual inventory of equipment issued to the Agency and assigned to certified TLO(s) will be conducted by the Agency and presented to the Commander of DPS ACTIC in writing no later than the first day of May following each year this IGA is in effect. III. Reimbursement for Travel Expenses Upon a State of Arizona emergency. incident related to the purposes of this contract, the certified TLO will be required to assist the DPS Arizona Counter Terrorism Information Center (ACTIC) and work under the direction of ACTIC. Contingent upon available grant funding, DPS will reimburse any travel expenses incurred by the TLO traveling to and from the emergency incident in accordance with the Arizona Department of Administration reimbursement guidelines. IV. Nondiscrimination The Parties shall comply with Executive Order 75-5 and 99-04, which mandates that all persons, regardless of race, color, religion, sex, age, national origin or political affiliations, shall have equal access. to employment opportunities, and all other applicable State and Federal employment laws, rules, and regulations, including the Americans with Disabilities Act. The agency shall take affirmative action to ensure that applicants for employment and employees are not discriminated against due to race, creed, color, religion, sex, national origin or disability. V. Indemnification Each party (as "Indemnitor") agrees to indemnify, defend, and hold harmless the other party (as "Indemnitee") from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter referred to as "Claims") arising out of bodily injury of any person (including death} or property damage, but only to the extent such Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission, negligence, misconduct, or other fault of the Indemnitor, its officers, agents, employees, or volunteers. • Page 2 of 6 Regular Council Meeting -November 5, 2008 -Page 37 of 222 VI. Effective Date/Duration This IGA shall become effective upon the execution of three (3) originals by the parties and the filing of a copy with the Secretary of State, and shall remain in effect until such time that either party submits a 30-day. written notice to terminate this agreement to the other party. Any modification of this agreement shall be by written amendment executed by the governing bodies of both parties. Equipment purchased for the Agency under the LETPP grant and pertaining to this agreement shall be assigned to the Agency and will become Agency's property. The Agency is required to monitor the safe keeping, maintenance, and use of the assigned equipment. During the normal life of the equipment, it shall be used for the purpose of this agreement. In accordance with this agreement, the Agency shall: 1. Assign all its certified TLO(s) to work with ACTIC at least 20 hours per month; and, 2. Assign the equipment to a certified TLO(s). This agreement replaces any and all previous agreements executed by the parties regarding the domestic preparedness CBRNE response services and TLO program. VII. Termination/Cancellation Either parry may terminate this Agreement for convenience or cause upon thirty (30) days written notice to the other party. In accordance with Department of Homeland Security grant guidelines for equipment purchased: 1) If terminated prior to the expiration date of this agreement, then all assigned and purchased equipment acquired pursuant to this agreement shall be returned to DPS or reimbursed at current market value for said vehicles and equipment 2) Said equipment shall be returned to DPS immediately upon breach or termination of this agreement. 3) After the normal- life of the equipment, final dispositi~an is the responsibility of the Agency. Any notice required to be given under this Agreement will be providecl~by mail to: DPS: Marana Police Department Commander of DPS Intelligence Bureau Chief of Police Arizona Counter Terrorism Center 11555 W. Civic Center Drive P.O. Box 6638 - MD 3900 Marana, AZ 85053 Phoenix, Arizona 85005-6638 All parties are hereby put on notice that this contract is subject to cancellation by the Governor for conflicts of interest, pursuant to A.R.S. § 38-511. Regular Council Meeting -November 5, 2008 -Page 38 of 222 Page 3 of 6 VIII. Recordkeeping All records regarding this Agreement, including officer's weekly TLO timesheets, must be retained for five (5) years in compliance with A.R. S. § 35-214, entitled Inspection and Audit of Contract Provisions. IX. Fees In no event shall either party charge the other for any administrative fees for :any work performed pursuant to this Agreement. X. Jurisdiction Agency accepts that receipt of LETPP federal grant funding requires it to permit its certified TLO(s) to work outside of Agency's regular jurisdictional boundaries. XI. Worker's Compensation Benefits Pursuant to A.R.S. § 23-1022. D., .for the purposes of worker's compensation coverage, all employees covered by this Agreement shall be deemed to be an employee of both agencies. The primary employer shall be solely liable for payment of worker's compensation benefits. XII. Non-Availability of Funds This Agreement shall be subject to available funding, and nothing in this agreement shall bind any party to expenditures in excess of funds appropriated and authorized for purposes outlined in this Agreement. Page 4 of 6 Regular Council Meeting -November 5, 2008 -Page 39 of 222 IN WITNESS WHEREOF, THE PARTIES HEREBY SUBSCRIBE THEIR NAMES: • State of Arizona By: ~~ Roger Vanderpool, Director Arizona Department of Public Safety Date: ~ "~~ ' ~ Approved as to Form: Assis ant Attorney General Date: ~~- fa~1' Regular Council Meeting -November 5, 2008 -Page 40 of 222 Mar a Police Department By: Terry ~ metich, Chief of Police Marana Police Department Date: 8-~.~ oCceS Approved as to Form: Frank Cassidy Town Attorney Date: Page 5 ,ef 6 Exhibit A IC ~xrzo>\~~ C.`Q, 'C TLO Weekly Time Sheets Date: Name: TLO Number: Agency: Date Duty Description Hours Duty T e Callout T e Incident # or Location Du T es Code Ca llout T es Code Administrative A Hosta a /Barricade 1 Briefin s (command/city/other B Barricade (no hos e) 2 Callout /Incident Res onse C* Sus icious Powder 3 Lo En at ACTIC L Bomb Threat 4 Meetin s M Bomb Dis osal ! Investi ation 5 S ecial Pro'ects P HAZMAT 6 Trainin T Clandestine Dru Lab 7 TVA V** Fire Incident (Involvin Evacuation) 8 Watch Center W PD Shootin (Involvin Evacuation 9 PD/Fire Involved Accident 10 *All Callouts must have a Callout type code Ma'or Medical 11 and either an incident number or location S ecial Event scheduled) 12 Protest 13 **AII TVA's must have a location listed Heavy Rescue De to ment 14 Other 15 • Regular Council Meeting -November 5, 2008 -Page 41 of 222 Page 6 of 6 STATE OF ARIZONA ~R s OFFICE OF THE ATTORNEY GENERAL CIVII~ DIVISION ° TRANSPORTATION SECTION * 1 ~ MEMORANDUM Brian D. Schneider Assistant Attorney General INTERGOVERNMENTAL AGREEMENT DETERMINATION Direct: b02-542-8863 Fax:602-542-3b46 A.G. Contract No. P001-2008-004019 (DPS Contract No. 2008-255), an Agreement between public agencies, has been reviewed pursuant to A.R.S. § 11-952, as amended, by the undersigned Assistant Attorney General, who has determined that it is in the proper form and is within the powers and authority granted to the State of Arizona. No opinion is expressed as to the authority of the remaining Parties, other than the State or its agencies, to enter into said Agreement. DATES ~~~' , 2008. TERRY GODDARD Attorney General BRIAN D. SCHNEIDER Assistant Attorney General BDS:ln Attachment • Regular Council Meeting -November 5, 2008 -Page 42 of 222 • _ ' ~~ H~fi~~ ~~~~~ ,n.. a .«~..,. 11555 W. CIVIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council Item C 6 From: Jocelyn C. Bronson ,Town Clerk Subject: Resolution No. 2008-150: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board fora person and location transfer of a No. 06 (Bar) liquor license submitted by Kenneth Willard Depew on behalf of The Ritz-Carlton Golf Club, Dove Mountain located at 6501 Boulder Bridge Pass Discussion: Kenneth Willard Depew, on behalf of The Ritz-Carlton Golf Club, Dove Mountain is applying for a person and location transfer of a No. 06 (Bar) liquor license for premises located at 6501 • Boulder Bridge Pass. The State Department of Liquor Licenses & Control has completed a background investigation and has forwarded two copies of an application for a spirituous Liquor license in accordance with the State of Arizona Guide to Arizona Liquor Laws. One copy of the application has been posted on the front of the proposed licensed premises for 20 days prior to this meeting. The .Council, as the appropriate governing board, must hold a meeting and either approve, disapprove or offer a "no-recommendation" decision on the application. This action must take place within 60 days of the filing of the application. If the application is approved at the appropriate government level, and no written protests have been received by the Town, and if there is no objection by the Director, the application will. be approved. This process normally takes 90 days after the filing of the application. If the governing body disapproves the application or offers a "no-recommendation" decision, or if protests have been filed, the application must be set for a hearing before the State Liquor Board. The hearing may be conducted by the board or by a designated hearing officer. The purpose of a hearing is to consider all evidence and testimony in favor of or opposed to the granting of a license. The applicant for a new license bears the burden of demonstrating his or her "capability, qualifications and reliability" and that the granting of a license is in "the best interest of the community" except that, in aperson-to-person transfer, an applicant need only prove his or her "capability, qualifications and reliability". An applicant in alocation-to-location transfer need only prove that the granting of the license is in the "best interest of the community". The decision by the board to grant or deny an application will normally take place within 105 days after the application has been filed, unless the director deems it necessary to extend the time Regular Council Meeting -November 5, 2008 -Page 43 of 222 . period. A.R.S. 4-201, 4-201.01, 4-203; Rule R-4-15-I02. ATTACHMENTS: '_~ame: ^ Reso-Approval. Ritz Bar.doc ^ Reso_Disapprov_af Ritz Bar.doc ^ LG Ritz;Bar.odt Description: Resolution-Approvai Resolution-Disapproval Ritz-Carlton Liquor Lic Application (Bar) Type: Resolution Resolution Backup Materal Staff Recommendation: Staff recommends approval and recommendation to the state liquor board for this liquor license. Suggested Motion: I move to approve Resolution No. 2008-150. • • Regular Council Meeting -November 5, 2008 -Page 44 of 222 • MARANA RESOLUTION N0.2008-150 RELATING TO LIQUOR LICENSES; APPROVAL AND RECOMMENDATION TO THE STATE LIQUOR BOARD FOR A PERSON AND LOCATION TRANSFER OF A NO. 06 (BAR) LIQUOR LICENSE SUBMITTED BY KENNETH WILLARD DEPEW ON BEHALF OF THE RITZ-CARLTON GOLF CLUB, DOVE MOUNTAIN, LOCATED AT 6501 BOULDER BRIDGE PASS WHEREAS, pursuant to A.R.S. Section 4-201, the Town Council of the Town of Marana is empowered to recommend approval or disapproval of a liquor license request to the Arizona Department of Liquor Licenses and Control; and WHEREAS, Kenneth Willard Depew has applied for a person and location transfer of a No. 06 (Bar) liquor license on behalf of The Ritz-Carlton Golf Club, Dove Mountain, for premises located at 6501 Boulder Bridge Pass; and WHEREAS, Town staff filed one copy of the application in the office of the Town Clerk, and posted the other on the front of the premises at 6501 Boulder Bridge Pass for 20 days along with a statement requiring any bona fide resident residing, • owning, or leasing property within a one mile radius in favor of or opposed to such issuance of the license to file written arguments in favor of or opposed to such issuance with the Town Clerk; and WHEREAS, the Town Council considered all statements filed by the applicant and any bona fide resident at a public meeting on November 5, 2008, and has determined that it is in the best interests of the Town and its citizens that the application for a person and location transfer of a No. 06 (Bar) -liquor license for The Ritz-Carlton Golf Club, Dove Mountain, filed by Kenneth Willard Depew for premises located at 6501 Boulder Bridge Pass be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the Town recommends approval of the application for a person and location transfer of a No. 06 (Bar) liquor license for The Ritz-Carlton Golf Club; Dove Mountain, filed by Kenneth Willard Depew for premises located at 6501 Boulder Bridge Pass. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. Mayor Ed Honea • ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney Regular Council Meeting -November 5, 2008 -Page 45 of 222 • MARANA RESOLUTION N0.2008-150 RELATING TO LIQUOR LICENSES; RECOMMENDATION OF DISAPPROVAL TO THE STATE LIQUOR BOARD FOR A PERSON AND LOCATION~TRANSFER OF A NO. 06 (BAR) LIQUOR LICENSE SUBMITTED BY KENNETH WILLARD DEPEW ON BEHALF OF THE RITZ-CARLTON GOLF CLUB, DOVE MOUNTAIN, LOCATED AT 6501 BOULDER BRIDGE PASS WHEREAS, pursuant to A.R.S. Section 4-201, the Town Council of the Town of Marana is empowered to recommend approval or disapproval of a liquor license request to the Arizona Department of Liquor Licenses and Control; and WHEREAS, Kenneth Willard Depew has applied for a person and location transfer of a No. 06 (Bar) liquor license on behalf of The Ritz-Carlton Golf Club, Dove Mountain for premises located at 6501 Boulder Bridge Pass; and WHEREAS, Town staff filed one copy of the application in the office of the Town Clerk, and posted the other on the front of the premises at 6501 Boulder Bridge Pass for 20 days along with. a statement requiring any bona fide resident residing, • owning, or leasing property within a one mile radius in favor of or opposed to such issuance of the license to file written arguments in favor of or opposed to such issuance with the Town Clerk; and WHEREAS, the Town Council considered all statements filed by the applicant and any bona fide resident at a public meeting on November 5, 2008, and has determined that it is in the best interests of the Town and its citizens that the application for a person and location transfer of a No. 06 (Bar) liquor license for The Ritz-Carlton Golf Club, Dove Mountain filed by Kenneth Willard Depew for premises located at 6501 Boulder Bridge Pass be disapproved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, that the Town recommends disapproval of the application for a person and location transfer of a No. 06 (Bar) liquor license for The Ritz-Carlton Golf Club, Dove Mountain filed by Kenneth Willard Depew for premises located at 6501 Boulder Bridge Pass. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 5~' day of November, 2008. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town. Clerk Frank Cassidy, Town Attorney Regular Council Meeting -November 5, 2008 -Page 46 of 222 ARIZONA DEPARTMENT OF LIQUOR LICENSES & CONTROL :.:~ ,~ 8001rU 1Nashington 5th Fioor 400 W Congress #527 Phoenix AZ 85007-2934 Tucson AZ 85701-7352 (t302) 542-574'1 {520) 628-6x95 APPLICATION FOR LIQUOR LICENSE v ~~ TYPE OR PRINT WITH BLACK INK r~ 'Cl Nofice_ Effective Nov. 1, 1997, Ail Owners Aaenfs. Partners Stockholders Officers or fiitan~aers acf'n+ely involved in the day fo day operations of ~--- the business must attend a t?eparfinent approved liquor law training course or provide proof of attendance within the last five years. See page 5 dfo the LiquorLicensing requirements. r- ~. SECTION 1 This application is for a: SECTION 2 Type of ownership: INTERIM PERMIT Complete Section 5 J.T.W.R.O.S. Complefe Section 6 NEW LICENSE Complete 5ecfions 2, 3, 4, 93, 94, 95, 98, 97 INDIVIDUAL Complefe Section 6 PERSON TRANSFER (Bars & Liquor Stores ONLY) PARTNERSHIP Complefe SecSon 6 '~" Complete 5ecfions 2, 3, 4, 99, 93, 95, 96, 97 CORPORATION Complefe Section T LOCATION TRANSFER (Sacs and Liquor Stores ONLY) ©LIMITED LIABILITY CO. Cornp-ete Section 7 Complete Sections 2, 3, 4, 92, 93, 95, 9&, 97 CLUB Complete Section 8 ® PROBATE/WILLASSIGNMENT/DIVORCE DECREE GOVERNMENT Complete Section 90 Complefe Sections 2, 3, 4, 9, 93, 95, 9T (fee not required) TRUST Complefe Section 6 ® GOVERNMENT Complete Sections 2, 3, 4, 90, 93, 95, 96, 97 OTHER Explain SECTION 3 Type of license and fees: uCENSE #: 46144213 e m {Jse~ Only 1. Type of License: SERIES O6 BAR 2. Total fees attached: $ ~ .~ APPLICATION FEE AND INTERIM PERMIT FEES (-F APPL-CAB A E NOT REFUNDABLE A service fee of $25.00 will be charged for all dishonored checks (A.R.S. 44.6852) SECTION 4 Applicant: (A!I applicants must complete this section} Mr. 1. ApplicantlAgent's Name: Ms. DEPEW KENNETH WILLARD {insert one name ONLY to appear on license) Last First Middle 2. Corp.IPartnership/L.L.C.: THE RITZ-CARLTON HOTEL COMPANY L.L.C. {Eicacfly as it appears on Artdes of Inc. or Amides of Org.) 3. Business Name: THE RITZ-CARLTON GOLF CLUB, DOVE MOUNTAIN {Fxadfy as it appears on tltie exterior of premises) 4. Business Address: 5547 Boulder Bridge Pass Marano Plma 85658 (Do not use PO Bax Number) City COUN7Y ~p 5. Business Phone: (520) 572-3544 Residence Phone: (524 6. !s the business located within the incorporated limits of the above city or town? AYES ONO 7. Mailing Address: 14400 Fernwood Rd., Law Dept. 521923.37, Bethesda, MD 20817 Attn: K, Booker City StateT.ap 8. Enter the amount paid fora 06, 07, or 09 license: $ 45,404.84 (Price of License ONLY) DE/P~ART/MEnNT U5E ONLY f~ J~ Accepted by: ~ii~ Date' `/ / `7 Lic. # ~/ ~~V~ I F ~ , $ ~~- Application Interim Permit Agent Change Club F. rints TOTAL TAKES APPROXIMATELY tl<fi DAYS. A1dD CIRCLIMSTMICES 6FrEtJ RESl1L7 NO a i ntJt;FR Wem~ar, PFR[nn YOU ARE CAUTIONED REGARDING PLANS FOR A GRAND OPENING, ETC., BEFORE FINAL APPROVAL AND ISSUANCE ~ THE LiCINSE. Llc a~aa osrzooa *Disabled individuals requiring special accommodation, please call (602j 542-9027. Regular Council Meefing -November 5, 2008 -Page 47 of 222 1 SECTION 5 Interim Permit: • 1. If you intend to operate business while your application is pending you wil! need an .Interim Permit pursuant to A.R.S. 4203.01. 2. There MUST be a valid license of the same type you are applying for currerly issued to the location. 3. Enter the license number currently at the location. N/A ICJ 4. is the license currently in use? ~ YES 0 NO Ifi na, how long has it been ou# of use? _~ t~ ATTACH THE LICENSE CURRENTLY ISSUED AT THE LOCATION TO THIS APPLICATION. ~. l NOT APPLICABLE ,declare that 1 am the CURRENT OWNER, AGENT, CLUB ;~, (Prirrt full name) n MEMBER, PARTNER, 5TOCKHOLi7ER OR LICENSEE ofi the stated license and location. -~ X (Signature) ~. State of County of The foregoing instrument was acknowledged before me this ~~~' day of , Day Month Year My commission expires on: (Signature of NOTARY PUBLIC) SECTION 6 Individual or Partnership Owners: EACH PERSON LISTED MUST StIBlNIT A COMPLETED FORM "LIC0707", AN "APPLICANT° TYPE FINGERPRINT CARD, AND $29 FEE FOR EACH CARD. 1. Individual: Last JOT APPLICABLE °~ Owned Partnership Name: (Only the first par#ner listed will appear on license) ~ r ~ ~ m -, m °-' fl- Last _ First Middle °k Owned ®~ I NOT APPLICABLE ® 0 ®o .. 5ta#e State (ATTACH ADDITIONAL SHEET 1F NECESSARY) 2. Is any person, other than the above, going to share in the profits/fosses of the business? ®YES ~ NO If Yes, give name, current address and telephone number of the person(s). Use additional sheets if necessary. - -- - - NOT APPLICABLE v,rcrr eetin -November 5 2008 - Pa a 48 f 222 • • L SECTION 7 Corporation/Limited Liability Co.: ' EACH ?ERSON LISTED MUST SUSMI'r A COMPLETED FORM "LICO'!0'! ", AN "APPLICANT" TYPE FINGERi?RiNT CARD, AND $Z9 FEE FOR EACH CARD. CORPORATION Complete questions 7, 2, 3, 5, S, 7, 8. L.L.C. Complete guesfions 1, 2, 4, 5, S, land attach copy of Articles of Org. and Operation Agreement 1. Name of Corporationtl..LC: THE RITZ-CARlSON HOTEL COMPANY, L.L.C. (Exactly as k appears on Articles of Inc or Articles of Org.} 2. Date Incorporated/Organized• 04/05/1998 State where Incorporated/(arganized: Delaware 3. AZ Corporation Commission File No.: Date authorized to do business in AZ- 4. AZ L.LC. File No: R-0746707-4 Date authorized to do business in AZ 04/19/1995 5. is Corp./i_.L.C. non~roflt? 0 YES ©NQ !f yes, give IRS tax exempt number. NIA fi. List all directors,! officers, controlling stockholders or members in Corporation/L.L.C.: Last Firef aK.,i.ile ree oeti..~s....- e.~,~.n..~ n:a., cw.a,. ~:_ MI Holding, L.P. Member 18400 Fernwood Rd., Bethesda, MU 20817 Marriot# Senior Holding Corporation Member 10488 Fernwood Rd., Bethesda, MD 20817 Marriott international Capita! Corporation Member 10408 Fernwood Rd., iethesda, MD 20817 u'a Sir. ~F'c~~I~ ~S~ ~ (~~~ ~1 s~ (ATTACH ADDti'IONAi_ SHEET {S) IF NECESSARY) .~~ 7. List stockholders or controlling members owning 10% or more: N. n Last Rrc! aa'.~7.~te w_ n,....e.t a~..~.~......., a.ea......., nom. ev._~_ r Mi Holding, L.P. 47.64 10400 Fernwood Rd., Bethesda, MD 20817 ~ T%7 Marriott Senior Holding Corporation 26.82 10400 Fernwood Rd., Bethesda, MD 20817 arriott Intemationa! Capital Corporation 23.18 10400 Fernwood Rd., Bethesda, MD 20817 [See attached ownership char] {ATTACH ADDITIONAL S HEET(S) iF NECESSARYI $. If the corporatioNL.L.C. is owned by another entity, attach an ownership, and directortofficer/members disclosure for the parent entity. Attach additional sheets as necessary in order to disclose real people. SECTION 8 Club Applicants: F~CH PERSON 1.15TED MUST SUBMIT A COMPLETED FORM "LIC0701", AN "APPl.tCANT" TYPE FINGERPRINT CARD, AND $29 FEE FOR EACH CARD. 1. Name of Club: NOT APPLICABLE Date Chartered: {Exacly as i! appears on Club Gharter or Bylaws) (Attach a copy of Club Charter or Bylaws} 2. is club non-profit? ~ YES ^ NO If tax exempt, give fRS tax exemp# number: 3. List officer and directors: Las# First _ Middle TiOe Residence Address Citv State Regular Council Meeting -November 5, 2008 -Page 49 of 2f£~ ~~~•- `~~ U a z H r~ V N E a w x N 3 ~~ ~ ~ a3 3 ~s ~~ a3 >, O "' O ~ ~ ~ a -~ °~ ci ~~SH _ Q •.~ O .~ ~ ~a~ ~~~(~ ~~ 3 M O t4 rn ~ ~ O ~ ~ Q C c ~ Ls G ~ ~ L C`, Z ~ e~-i by ... m h 8e S O +~ e0 ~ ~ 0 0 rr ~` w ° ~"' ~-+ U d w~ .. s y ~ b U x o~ C .~ s: ~ pD w T .L' I!~ C ~ .. U ooo°. ~~ Lx~ ~~ ~ ' P~ ~ y b ~ ~ ~" ~ a -.io~n ~ ~ ~' ~ ~ p ~ k 1"' L~ .. ~ b~ a p ., o s i ~ O cv z> ° w3 U ~ V s ~ ~ :~ .~ x a o ° ~ ox Regular Council Me ~ ~ tir~- l~ '~ fa~er 5, 2 ~ ~ 0~3 C7 ~b eo~0 of `" 2 ~ t-4 Oa 3 ~ ON _~ ON ~~ o- C W b ~ w ~ ~: ro~~~ '~ ~ .~ ~ i~ ~ i~ ~ w .i a~ ~~rn ~ ~ ~ ~ ~~ O ~ ~ ~ d G U ~+ U pa U d ~ ~ ~ ;~. ~ y a ',, 1 1 ~ ~ y W U ~a ~ a , ~ ~ ~ • y a a O v W U ~ E C'~ ~ ~ ~- ~. a't _O ~ ~ ~ ~~ ~ ~ ~ A ATTACFIlVIENT TO LIQUOR LICENSE APPLICATION LICENSEE: THE RITZ-CARLTON GOLF CLUB, DOVE MOUNTAIN Section 7, item 6 continued [List of OfficerslDirectars of Licensee] Last First Middle Title Residence-Address, City, State, Zip Code Coo er, Simon Francis Kimball, Kevin Michael President/CE0 Vice President Chen ,Jessie-KayWeili Secretary Breneman, Margery Ann Assistant 5 Secretary Connelly, James Fatrick Treasurer 20878 w Cr,'? ~~ a- r r• ,~. iti "~ ..~'. ~~ Regular Council Meeting -November 5,-2008 -Page 51 of 222 ~~IG'; ~fli~i ~ ;Rrr3#~-te, ~€ Aa~§~errt ar f3ivarc,' ~e ~j ~ e~-~s~g far r-r t~r~-~~.r ~: 9. Current Licensee's Name: _ '~~ dT '.~ (~ ~} c 1~-C~-~ ~.~ • ~y as ~ appears or3 b~tse) last >=1rst f ?. A~ignee's Name: ........ ~€ I~us# t S. license Type: license Number: Date of Last Renewal: d. ATTACH TD THlS APPLICATION A CE€2TIFiED COPY Ot=THE WILL, PROBATE DISTRIBL3TiON iNSTRUNiENT, OR Dli/ORGI= DECREE THAT SPECIFICALLY DISTRIBLrFES THE LIQUOR LICENSE TO THE ASSIGNEE TO THIS APPLICATI ON. ~vaaarrarrrr-raaaa rrravarrasaaa•••r••araavrraa aaas•saara•aaaaavaaasaaasvaa•saasaraavaasa vsaaasaassssasssaesssseeasmamsassa ~~~~! 1 #? Ga~reccnme:. ~€or cf~st t~wr~s, ~r caurrti+~s. arsE#y} r 1, P~ t4 ,administer this L8~ Flt A~iddle ?. ff.`s h€ar~: K n Last Fltst Middle ~ ~_:,. Fi Aiss~i~ ~iC~tSE A9t35T ~E G~i',A1t~IEl3 ~FL3rt^ ~-CH PRISES FRLlIVI LNHICi~# SPIR~t,ftlt,><$ ttt~~.3i7R tS ~~Isr~~ ;... , ................................................................................................a..a...r.........a.....~t t 1 ~ l~~n ~ €~er 7irar~sfier: W, 17 ~;~- .~ ca>Feted by ~U~tENT f3CE#~SEE ~l3airs ar~d Ll Sior~s ~°LS~. .~:. ~. t Liae~tsee`s t+iarne: Gsmez. Ma~irz Rai'~rh'ea. EIS Ac~~?t (Exactly as it appears on 1'roense) Lest First fiddle (Indiv., Agent, etc.) ~. ~-trt~r~fit~nlL.L.~. isrr~: __~~ttr~itii~ 'u`~~ti~ Geii't~..~~>v. (Exacffy as it appears on Ilcense) 3. Cur'ret3t ilrteSS ;I~ ~ ~~~~ l~e~i~~ ~.~#.ia ~;~€ • (I_xactly as it appears on license) ~. Cr.riret#t ~3usittess Attdr StC~P,t LSD ~~$~els'~~~ 1~~~l~. City, Sfat;r, ~ -Gll~en Valley; A~ ~~~14 ~ Tyf?e; Bar i~ice~se Nattrrber: 46140213 I~st Renewal Date O ~((5a ©~' 6. Current Mailing Address: street ~~ ~~# Esperanza Blvd. fc~tisern business) - City, State, Zip Green Vallev. AZ 85fi1~ 7. Ham al! creditors, Lien holders, interest holders, etc. been natiiied of this transier'~ ~ YES ®NO ~. ~ ~~ a~piicsart~t intend fA f ~e ttt>? t~siness ~rhite-this applseataat~ is ~rtdir~? ~ ids ~ #~O ## yes, npi 5, attach fee, and current license to this application. ~. ? l3eil~y re3il~~uis#i Illy sigtiEs fd the a~dve d~rl~tt~d li~lt5e ti3 fife epplEcas~f narr~d iri this ap~f~n di~s~ 3~re~y d~:~ that the statements made in this section are true, correct and complete. I~ ?~ttrez` ~airie _ , c#ec~are #hai t am file C~11~R1=lVT 4~F#i, ,4~f", CLUS ~EN~BER, {Print full name) €#~:?'~, STt3GKHi~LDER ar LiCEN of the stated license. i have read this section and ttte eafstenfs and alt st~~ are true, ca and mplete. r' f~ ate af -...__..AZ_..----_Cat~nty of __ _ _.-- ...__~rr3a-_.... X - The foregolr~g instniment was acknowledged before me th+s (Sygnature CU>~I ENT~9CENS ______~., day of~~ ~ $' v-/t . ~ is .n r~ r+ _--- ~- ~ ` / ~ ARs3riih /! s~ Y /1 ~t~ssiorl expires on: Regular Council Meeting - Novem r 5, 2008 - Pa NQT~~ C~U"N.~, nature of NOTARY PUI3 ) My Commission Expires may 5. Z~9 0 0 ~. W ri1 z w v a W v w Q M N O O O G.1 U . ,.., a 00 O O N O c*~ 01 ^^~ h~ O CC3 • r~ w ~z~ '~ « zA o N~~~~ ~: ~A~za ~~¢~a H ~ W¢ ~dU~~ ~"'~~~W ¢~a3~ ~wav c~ o }~_ ~.. :~._ _ Q O L., ~ Q 1n ~^f{ ~ i-~ ~ ~C W N y+ ~ i G~ ~ Q ~ z w a ~,.._~;; `~~_;.. -~ zQ ~~> w ~~ ~~~ y~3GLW ~ ~ .K ,~-~ W ~ p *-~ O~ L7 .r r-a ~r~~ ry ~T.~ SILL OF SALE iN CONSIDERATION OF THE SUM OF: FORTY FIVE. THOUSAND and NOI100'S DOLLARS ($45,000 00) in lawful cuxrency of the United States of America, and other valuable consideration, receipt of which is hereby aclmowledged, the Seller: AZIZ Holdings, L.L.C. c!o Steve Miller Company, LLC 11109 DV. Boswell Blvd. Sun City, Arizona 85373 hereby grants, bargains, sells and transfers unto the BUYER: The Ritz-Carlton Hotel Company, L.L.C. ~~. ~-` c% Margery A. Breneman ~ -"~,' 10400 Fernwood Road, Dept. 52/923.27 F. Bethesda, Maryland 20817 and its, his, her or their heirs, personal representatives, or assigns, to have and to hold forever, the _~. fn;~ following described personal property, goods or chattels: ARIZONA {PIMA COUNTY) SERIES 06 BAR LICENSE, #06100213. FURTHERMORE, Seller warrants that it is the lawful owner of said goods and hereby certifies, under oath, that it has good .right to sell the same as aforesaid, and that the above described property is free and clear of all claims, liens, and other encumbrances whatsoever EXCEPT specified herein. Seller further agrees to warrant and defend same. against the lawfizl claims and demands of all persons claiming by, through or under Seller whomso ver which shall arise prior to the date hereof DATED THIS ~r~ day of ~ , 2048. AZIZ Holdings; L.L.C., an Arizona limier James STATE OF ARIZONA COUNTY OF MARICOPA ss. ACKNOWLEDGMENT • • Aclaiowledged, under oath, before me on this~~~ day of -` ~!~~,., 2 8., . ~ , ~. s ~I P. NgLLER No Public Notary Public -Ar~ZOna #AeriWpa County Regular Council Meeting - Novemb age 54 a~On ~p~ My commission expires: ~t12,2012 BILL CjF SALB of BAR LICENSE #6 {PIMA COUNTY, Az} FflR AND IN C{)NS'IDERATIOI~T O~F THE $UM OF TEN DOLLARS ($10 AI`dD OTHER VALUABLE CONSIDERATION) IN HAND AND RECEIPT OF WHICH IS HEREBY ACI~Nflt~VELGED, MARTIN RAi1rIIRE? G{3M1/Z {AGES FAMII,IA UNIDA CORP., INC. {OWNER} OF ~~ WEST €SPERANZA BOULEVARD GREEN VALLEY, AZ. 85614 {HEREINAFTER { "SELLER"} ~Y U'I2ANTS, BARGAINS, SELLS, TRANSFERS, CON'V'EYS, DELT~'E'R5, .AND GIVES TO p J=IflLDINGS I I1a9 WEST BOZWELL BLVD -„ SUN CITY, AZ 85~ 73 0 r- ~... ~-- Y • ~ ..~, ~IEREINAFTER w`B~"' j r 31~e folJnwing described # 6 ~ Pima Co.) Bar License: ARIZONA {PIMA COUNTY) LIt~UOR LICENSE # 05100213 PAY~NT Aiv'D SCH~ULE The Buyer has paid the Seller fiill purchase price. Payment was made via Cash. TITLE ANI3 'WAR;.RANTY The seller declares the following are true: a. 'The self is the lawful awner flf the #6 Bar License {Puna Co. AZj and has the legal right to sell the # 6 Bar License {Puna Co. AZ.); b. That seller will warrant and defend the title of the # 5 Bar License {Pima Co. AZ.}against any and all lawful claims and demands of all persons; c. The # o` Bar Lime {Pima Ca. AZ} is currently free and' clear from all liens, • claims and encumbrances of any kind; Regular Council Meeting -November 5, 2008 -Page 55 of-222 • Ai3T3l~i€3`?~AL PR.t3~TSIDNS: She buyer herein acknowledges he ishe, They) und~-stand the requirements of the Arizona Department of Liquor Licenses and control as to, but not limited to, the necessary farms far submittal for ac~.ivation, proper zoning and approval of loiraatian, costs associated with inactivity and active status as may apply from time to time; and applicable state statues; departmental rules and regulations. ..~ .w.._~.~ ~+orARr Pubic . Awzow- f PIMA CAUMY ~~~~: -'. MY Commisasoa 6cpir~ Signatu~ .-"' Moy 3. 20D9 ~tinf name: ~~ j//~! ~raJ~t~ :~7~-~2Da#e: ~~ .cam- ~~ Before me this o~ day of ~e~~'. , 2[138. Before me this `?~~' day of ~~ ''• 2~8. 7 ~ , ~'i3TARY~,~~~~~~G~Y commission expires (~~~~j I j ~ ~Q ° co ""'' I . ~..:. ...~ ~- ~. l7L~l\ h• Signa --- lYrint name: ~l~ W • ~ i3atae: o~ CJ~ Regular Council Meeting -November 5, 2008 -Page 56 of 222 STEVEN P,1~lER Notary PpbNC-Arizona lNartcopa County MY ConarNsaion Expires Atrpust 12, 2012 • '; SECTION 12 Location to Location Transfer: (Bars and Liquor Stores ONLY} APPLICANTS CANNOT OPERATE UNDER A LOCATION TRANSFER UNTIL 131S APPROVED BY THE STATE. 1. Current Business: Name ~ Placita Mexican Restaurant (Exactly as it appears on license} Address 99 W. Esperanza Blvd., Green Valley, AZ 85614 2. New Business: Name THE RITZ-CARLTOId GOLF CLUB DOVE MOUTAIN (Do not use PO Box Number) Address fi501 Boulder AZ 85658 3. License Type: Series 06 License Number: Ofi100213 Last Renewal Date• ~""~" 4. What date do you plan to move? Under construction What date do you plan to open? December 1, 2008 SECTION 13 Questions for all in-state applicants: 1. Distance to nearest school: 20,222.4 it. Name of school: Richard B. Wilson Junior High (Regardless of distance) Address 2330 W. Glover Rd., Oro Valley, AZ 85742 2. Distance to nearest church: " 16.896 ft Name of church: St. Mark the Evangelist Church (Regardless of distance} 2727 W. Tangerine Rd., Ora Valley, AZ 85742 Address 3. I am the: ©Ll=ss>=E ^ 5UB LESSEE ~ OWNER 0 PURCHASER {Of premises} 4. if the premises is Leased give lessors: Name DM Goff lnvesiment, LLC Address 3567 E. Sunrise Drive, Suite 219, Tucson, AZ 85718 4a. Monthly rentaUlease rate $ 3% Gross Rev What is the remaining length of the lease? 3© yrs. 0312008 mos. 4b. What is the penalty if the lease is not fulfilled? $ or other subject to significant penalties (give defaiis -attach additional sheet if necessary) 5. What is the total business indebtedness of the applicant for iris license/location excluding Lease? $ 0 Does any one creditor represent more than 1 d°/a of that sum? ~ YES ~ NO if yes, list below. Total must equal 100°Io. 7 . Has a license, or a transfer license for the premises on this applica#ion been denied by the state within the past one {1 }year? YES ®NO if yes, attach explanation. 8. Does any spirituous liquor manufacturer, wholesaler, or employee ,have any interest in your business? DYES ~ NO 9. (s the premises currently licensed with a liquor license? ~ YES ®NO if yes, give license number and licensee's name: License # NSA (Exactly as it appears on license) Name Regular Council Meeting -November 5, 2008 -Page 57 of 222 5 {ATTACH ADDITi~NAL SHEET !i= NECESSARY} 6. What type of business will this license be used for? {Sr= SPECIFIC} PGA Golf Course & Golf Clubhouse. _~ ~O 7° / o ~Y Z ~ ~ ~ t ` `0~" `~ `i ~:~;~~~- t~ '~~~~ ~l` ~ ~f~ g ` ~ 'z ' ; ` ` ~ \\\ ~' Ti ~.' ~~ ll~ b ' ~ ' \ F ~~ a -` i ~~ T~ J - ~ _ ~ - a ~ ~s~Ae ~gnR~~ ~a g `s $>a~~~W § ~s~a4u c~ ~ a ins ~ ~ ~ ~ ` ~ ~~~ ~ ~` gg ~ ~ Si n ~ $~ 2 $a :~imub >? ~n s: R - ~ -~_ Tr4 O ~ ~, F ~ ~ ~. ~ ~ ~ ~ ri,l ,. • ~. ~ _ ~~~~.~ 6 ' - a \ /J ~ y~/~~ , ' 0 Q - ~ ~Y~j.x `~' 1 1 ~- ,- ~:' W '~ ~ f ~' ~ a -- i~ ~, o t ` '=, ,,,~` ~ ' _ -~ f '~<~- 't~ QW } -~ ~ ..~ L ~ ~' }- ~ ' W e r _ , Q ~~ ~' w a ~~ ~~ ~W r' i ~- r ~. n ~ ~ ~~ '} _ _ ~ \ 1 ` ~ ~ W . ; ~ i ~~ ~ y . ~\ ~\ L t( ~ ~ 1~ ,, 11 1(~ ~ ` , ~ . _ l1 ~ ~~) `~ `t ~~ ~~ 1 = ~ 7C 1 ~ ~ .E ~ "T• o TR "1~ ~~ m a+ n Xj O t~~ ~~ ~~~ ~~ ~ z ~~,~ ~t -~- ~ \ \\ \ ~ ~ Po F• rf~ F a~f: W= Regular Council Meeting -Novem ~= r \\ ber 5, 2008 -Page 58 of 222 \ \ ~, OS < m i{ 35 ~ \~\ aswn rnr ,s~no~ ca~iszrs sw..w~-zua-3sue~wa.o~oco~wua.~e aus~va • ~nens ~j rr ~ ' ~ ~ 'n9 \. entry - ~-= ~" ~~ ~_ v kerss m ga s a^ ~,: e anS SIG'. ..1 . ;,~r. yr. w,v ~ n ~ y1 ~ .} i~ _ rei ° ~ _ k a ~ ~ ~ , SYE tal r ~ ~ gallery ~ hers concierge ~. lin ~ ~ un'rfo'rm i t, ; ' - ~\_ aS50C r IcMx k 1 t~ w ~ ;k*~~ sec ~ v x5 ~~ essccia[ reGr. r eleq ~ me omce office ~` k ~~ IIgUOr y _ lOOm rU 4 910f ~' (~ dry sG ,. is>.-. ice _ hallo- ay •~ cErvered ~ w oflica !r ~ ' I ~ ,s J kacnen m .} f tvlne A ~ fOGfi 4~~ ~fl iQMICe i b ~ ~ ~ al w. ~ - `~ ~ + Ichhy krva ~ 7~nrg ~ ~ r room- may ~ ~ • ' -' - _ ~ren9 ~ IpunS& hDST j ~ e ~aared: _ ' ~c~.b~ ~ c, C.L~.h h o~.5 Regular Council Meeting -November 5, 2008 -Page 59 of 222 office ~ `~ ii ~ . ;::~..,.: -. SECTION 94 Restaurant, or Notel-Motel Applicants: 1, is there a valid restaurant or hotel-motet liquor license at the proposed location? ~ YES ~ Id0 If yes, give licensee's name: NOT APPLICABt.E and license #: Last Fret Middle 2. If the answer to Question 1 is YES, you may qualify for an Interim Permit #o operate while your application is pending; consult A.R.S. Section 4203.01; and complete Section 5 of this applica#ion. 3. All restaurant applicants must complete a Restaurant Operation Plan (Form I_IC0114} provided by the Department of Liquor. 4. Do you understand that 40% of your gross revenue must be from food sales? ~ YES ~ NO SECTION 15 Diagram of Premises: (Blueprints not accepted, diagram must be on this form) 1. Check ALL:. boxes that apply to your licensed premises: Entrances/Exits ©Liquor storage areas Drive-in windows ®Patio enGosures 0 Service windows 0 Under construction: estimated completion date December 1, 2008 2. Restauran#s and Hotel/Motel applicants must expficitfy depict kitchen equipment and dining facilities. 3. The diagram below is the only area where spirituous Liquor is to be sold, served, consumed, dispensed, possessed, or stared. Give the square footage ar outside dimensions of the licensed premises. DO NOT fNCi_UDE PARKING LOTS, LIVING QUARTERS, ETC. Attached is the site plan of the golf course and golf clubhouse. 338 acres = 14,723,280 SF c~ r.~~ ~~ ~~ r- w. _~ r- .~. t-r .C.. ~~ ,.s:+ YOU MUST NOTIFY THE DEPARTMENT OF LIQUOR OF ANY CHANGES OF BOUNDARIES, ENTRANCES, EXITS, OR SERVICE WINDOWS MADE AFTER SUBMISS[ON OF THIS DIAGRAM. Regular Council Meeting -November 5, 2008 -Page 60 of 222 6 • SECTION 46 Geographical Data: A SAMPLE FOR THIS SECTION 1S PROVIDED ON THE NEXT PAGE. List belowthe exact names of all churches, schools, and spirituous liquor outlets within a one mile radius of your proposed locafion. Ref. A.RS. 4201 (S) 3. ~fl flLCOhO( ~I~~~-`~'S 4. 5. 8. 7. 8. 9. 10. 11. 12. 13. 14. 15_ ATTACFt ADDITIONAL SfiEET(S} IF NECESSARY S~CT(ON 17 Signature Block: €, Margery Ann Brenetnan, Assistant Secretary ,declare that: 1 } I am the APPLIGANT {Owner, Agent, Partner, Stockholder CPdnt name of APPLICANT/AGENT listed in Section 4 Question 1 } (1fl°I° or more}, Member, Officer (10% or more ownership}, ar C€ub Member making this app€€cat€on; 2) I have read the application and the contents and a!€ statements are true, correct and complete; 3) that this application is not being made to defraud or injure any cn~ciitor, taxing authority, regulatory authority, or transferor, 4) that no other person, firm, or corporafion, except as indica#ed, has an interest in the spirituous Liquor license forwhich these statements are made; and 5) thaf to the best of my knowledge and belief, none of the owners, partners, members, officers, directors or stockholders fisted have been convicted of a felony in the past five (5}years. ~nf~ ~n,j.~~ State of Maryland County of Montgomery X --~ The foregoing instrument was ackrwwledg~ before me this ts~~ati~re) 2008 2~ day of _ Aid ~M S'~ R. SCOT CAMPBELL D Month Year I~VOTARY P[16IfC S7A1E OF MRRYLAN~ My commission ~af.~~r2~ ~~ri: _ ~~ Commission bcpirea September 1, 2QQ$ • - {Signature of OTARY PEJBLIC} Regular Council Meeting -November 5,.2008 -Page 61 of 222 A = Yvur business name and Identify cross streets. ~'e ts~~?e~are ~ €~,~ the ~~~~ ~~ S~tx$e ~: ~:, ~n~~nrty <~. ~f~~•~:~_, ~~:r~~-r•~~•r r~~ ~T~S~'c cx~ r,~~ x~•~a~r-: r~~- n~~~.~~~~l~~ , ~~ !-tl~-l,~r~~ Gl:f~71t^'Y rr•!~: r~rrt~ct~;~~ xw ~ •r~t~r:' r~~~zx L:t7~r1~l:.~r t::t)t;''f Ct'°' fF•1s~ G~i~t'Y'I~':fCih'~'~~." ~~' t„1:i~:t:TF~I7 L~t~~TLI'fY GLi~I~f~~+Y t]r "rl^ic f~];'f'1r'~w}i:yt~f``~~l/'ft:~~! f~pCt7r1Ci.. {~C1~y~F1~Y..~2,~.1 A~;°~~. !~:[t..~t*~x 3:~€ 7't~t~ CfF"t~':tt~C q1~ '!"i;~. i' ~I' 917 x/~'1 ! L.f1 i~l'~I~.L 111,-~rt° •~[7 1'iV "+ ~ fS~r~, ,~y~'~'.;f~ja~w o- A ~~ ~~ e: ®_ ~+~<T~~ f* ~:i ~' ~U ~~®~ . ~~ ~; •~, ~~ •~ ~ ~~~ ~ y ~~ 4 .~,~, j~~ ,:4 _ r -~ ! ,~yy~-~' ,9. F -~ ~ ..~~a '+f ~~~~• ~~ tnnr8 /.VW~ [r .> V P - -•.,~,~~..~~J g Edward I. Free1, Becretaty ofMate AUTHENTTCA'TION: ',~~~if~ I'~ r ~?~ DATE: ~')~#-_U~-•9~ Regular Council Meeting -November 5, 2008 -Page B2 of 222 •i ~1 m' ~.G .~ ~' .• e~* W • • CERTg'ICATE QF F©RMA~'TQDT ,;~y ?: :. ,` -i. '+, '-fir,. »: 4:w: . TSR RITZ-CBRLTON k'~OTEL COMPhNY, L.L.C. This Certificateaf Formation of The Ritz-Car~.ton Hotel. Co~tipany, L.L.C. {the "CoinpanY"3, dated as of April. 4, 1995 is . being duly executed and filed by Althea 3. Broughton, as an authorized person, to forma 3.imited liability company under the De~.aware Limited Liability Company A,ct { S DeI.C. §l.$--I03., et. se •). 4 m FIRST: The name of the limited liability company a.s: ~, The Ritz-Carlton Hote3. ~Compang, L . L . C . ,,.,. w - - r r• SECUI~I3: The registered office of the Company in the State of t Delaware is c/o IOl3 Centre Road, Wil.mingtan, Nero Castle County, ~ ~. Delawares 19$05. "~ - .1=. THIRD: The name and addressaf the registered agent far service of process on the Company in the State of De~.aware is Corporation Service Company, 3.013 Centre Road, ~~7ilmingtons New Castle County, Delaware, 19805. - IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as pf the date first above written. authorized 'x+`«• c. ~ ~,+:: bca,~130D56118402 dots/Certform 7ue Apr A 13:54:9 1995 Regular Council Meeting -November 5, 2008 -Page 63 of 222 STATE OF ARIZONA, Office of the CORPORATION COMMISSION To all to whom these presents shall come, greeting: I, Jack Rose, Executive Secretary of the Arizona Corporation Commission, do hereby certify that * * *THE RITZ-CA:RL TON HOTEL COMPANY I, L.L. C. ~ ~ is a foreign limited liability company organized under the laws of the jurisdiction of Delaware which filed its Application for Registration to do business in this state on the II th day of April 1995. IN WITNESS WIIERE4F, I have hereunto set my baud and affrxed the offtcal seal of theArizona Corporation Commission. Done at Phoenix the Capitol, this 17th day of March,1998, A. D. 9~ ~~X- Executive Secretary B -~ ~f ~~ C ~~ -+a ~~ •i Council Meeting -November 5, 2008 -Page 64 of 222 FIRST AIVIENDM>1NT TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY CUNiI'ANY AGREEMENT of THE RITE-GARLTON MOTEL COMPANY, L.L.C. This FIRST AMENDMENT T4 F4URTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of THE RITZ-CARIITON HOTEL COMPANIT, L.L.C. {the "LLC' dated April 1 G 2442 and effective as of January 23, 2042 is made by and among RC MARRIOTT, INC., a Delaware corporation {"RC Marriott"), MI HOLDING, L.P., a Delaware limited partnership ("MtH"}, RC NIATtI2IOTT III, INC., a Delaware corporation ("M-III") (MIH and M-lII are collectively referred to as "Inver#ors"}, MARR.IOTT SI';NIC3R HOLDING CO., a Delaware corporation ("MSH"} and MARRIOTT INTERNATIONAL CAPITAL CORPORATION a Delaware corporation ("MICC"}_ RC Marriott, MIH, M-III, MSH and MICC are all of the members of the LLC {each, a "Member" and collectively, the "Members"}. RECITALS A. The LLC was formed as a limited liability company pursuant to the provisions of the Act (as hereafter defined) on April 5, I 995. B. On April 25, 1995, the then-n~ernbers of the LLC entered rota a Second Amended and Restated Operating Agreement and coneurrentIy therewith: (1) Investar-i; acquired from RC Newca, Inc., a Georgia corporation ("Newc4"} all of its right, title antl interest in the LLC as a Member; (2) Investors acquired from the LLC an additional 103,15$ Class B Units; and (3}RCJ Holding Limited Liability Company ("RC.1") acgnired from William B. Johnson, Rufus A. Chambers, .Iaclt Faussenragrae, Larry P. Martindale, A. Douglas McGani{y, Horst H_ Schulze, and J. Richard Stephens {collectively, the "Individual Members") all of their respective rights, title and interests in the LLC as members. Newco and the Individual Members withdrew at that time from the LLC and are no longer members of the LLC, artd Investors and RCJ were admitted at that time to the LLC as Members. C. Pursuant to the Second Amended and Restated Operating Agreement, RCJ and Investors agreed to continue the LLC as a limited liability company pursuant to the provisions of the Act and upon the terms and conditions set forth therein. t1n March 19, I49$, (i} RCJ, Investor~s•and Marriott International, Inc., a Delaware corporation {"MI"), entered into the Third Amendment to the Second Amended and Restated Operating Agreement and RCJ withdrew front the LLC and {ii) MI beean~e a substitute 1Vlember and succeeded to the capital account Balance of RCJ., Can March 1b,1999, MI and RC _.~ r_ "~ r-. .w. Regular Council Meeting -November 5, 2008 -Page 65 of 222 Marriott discovered that certain membership interests should have been transferred from RC.I to RC Man-iott and not to MI. On March 16, 1999, effective as of March ] 4, 1998, {i) Mf entered into the Fourth Amendment to the Second Amended and Restated Operating Agreement and withdrew from the LLC, and (ii} RC Marriott became a substitute Member and sue~eeded to the capital account balance of MI. Pursuant to the Fourth Amendment to the Second Amended and Restated Operating Agreement, RC Marriott and Investors agneed to continue the LLC as a limited liability company pursuant to the provisions of'the Act and upon the terms and conditions set forth in the Second Amended and Restated Operating Agreement D. On May ~ 2001, RC Marriott, MIH and M-III entered into the Third Amended and Restated LLC Agreement to amend and restate the Second Amended and Restated Operating Agreement, as amended to date, in its entirety, to set forth the terms and conditions of the business and affairs ofthe LLC and to detezxnine the rights and obligations of its then-n~tambers. E. On November 30, 2001, the LLC entered into a Subscription Agreement with MICC and MSH in which it agz~eed to sell MICC and MSH interests in the LLC. Simultaneously with such Subscriptian Agreement, each of MICC and MSH entered into a separate Assignment and Assumption Agreement with the LLC in which the respective party agreed to assign certain receivables to the LLC in exchange far such interests_ F. On December 1, 2001, the Members amended and restated the Third Amended and Restated Operating Agreerrzent in its entirety, to set forth the terms and condifrons of the business and affairs of the LLC and to determine the rights and obligations of its Members. G, The Members desire to amend the 1"ourth Amended and Restated Operating Agreement to remove the provisions relating to the Executive Committee of the LLC, which Executive Connniitee shall cease to exist as ofthe date of this Amendment. 1VOW THEREFORE, the Members, intending to be legally bound, hereby amend the Fourth Amended "and Restated Operating Agreement (the "Operating Agreement") as follows: 1. Arrrendment of Section 5.2 Section S.2 of"the Operating Agreement is hereby amended and restated to read as follows: "S.Z. Man:rain~ Mcmise>r•_ (a} The Members hereby appoint RC Marriott as the managing member (the "Managing Member") of the LLC and RC Marriott accepts such appointment. Subject to any mandatory votes of the Members required by Section 5.3, the business and affairs of the LLC shall be managed under the direction of Managing Member, who may exercise all r_r-~ "~r.'~ r ,s sy r- ~7 ~,~, • • Regular Council Meeting -November 5, 2008 -Page 66 of 222 powers of the LLC and perform or authorize the performance of all [awful acts which are not by the Act or this ,agreement directed or required to be exercised or performed by the Members. Managing Member is authorized, in the name and on behalf of the LLC, to sign and deliver ail contracts, agreements, leases, notes, mortgages and other documents and instruments which are necessary, appropriate or convenient for the conduct of the LLC's business and the furtherance of its purposes. (b} Prior to Ianttary 23, 2042, the 1Vlanaging Member had appointed from t[me to time certain officers of the LLC and other persons to serve on an executive committee of the LLC (the "Execu#ive Commiittee"}, The Executive Canin~ittee was abolished on January 23, 2002, without affecting or dinxinishing any action taken by t]re Executive Committee (or by a delegate thereof; an or prior to such date. (c) Managing Member has heretofore appointed and may from time to time appoint officers of the LLC to carry out the day-today . operations of the business of the LLC and conduct such other activities necessary, appropriate ar convenient for the conduct of the LLC's business acrd the furtherance of its purposes as Managing Member may so direct. Such officers {and any other person who receives an instrument of delegation from the Managing Member ar an officer of the LLC) shall have the authority, in the name and on behalf of the LLC', is sign and deliver aII contracts, agreements, leases, notes, mortgages and other documents and instruments which are necessary, appropriate or convenient for the conduct of the LLG's business and the furtherance of its purposes, subject to the limitations set forth from time to time by Managing Member. {d) No person or entity dealing with Managing Member, an officer of the LLC or a person who receives an instrument of delegation shad be required to determine such person`s authority to make any undertaking on behalf of the LLC, or to determine any fact or circumstance bearing upon the existence of such person's authority." 2. llffect 4f Amenriment Except as amended by this. Agreement, the Operating Agreement shall remain in full force and effect. tX m ~r~ ~~ ~- N• o, ~•~ Regular Council Meeting -November 5, 2008 -Page 67 of 222 • IN WITNESS WflEFtEOF, the undersigned, intending to be legally bound hereby, have duly executed this First Amendment to Fourth Amended .and Restated Lirrtited Liability Company Agreement as of the day first above written. MEMBERS RC MARRIOTT, INC., a Delaware corporation s . ~~'~~ Y' Name: M. Lester P se, Jr. Title: Vice President RC MAI2RIOTT III, IlVC., a Delaware corporation I3y: Name: M. Lester Pulse, Jr. Title: Vice President NII HOLDING, LP, a Delaware limited partnership 13y: RC Marriott, inc., a Delaware corporation its Managing tseneral Partner 13y: Name: M. Lester Pulse, Jr, Title: Vice President MARRIOTT INTERNATIONAL CAPITAL COR.I'ORATION a Delaware corporation $y: Name: M.. Lesser Pulse, Jr. Title: Vice President 4 r c~ eo r, rr rrz arc, ~. ~. :~ ..~.3 x~ +~~ • • Regular Council Meeting -November 5, 2008 -Page 68 of 222 FOURTH AMENDED ANA RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE RITZ-CARLTON HOTEL CC?MPANY, L.L.C. Tlzis FOURTH AMENDED AND RESTATED LIMITER LIABILITY COMPANY AGREEMENT {this "Agreement") ofTHE RITZ-CARLTON HOTEL COMPANI', L.L.C. (the "LLC"} dated April, 2002, and effective as af'November 30, 2(101 {tlze "Effective Date"), is made by and among RC MARRYOTT, INC., a Delaware corporation ("RC Marriott"), MI HOLDING, L.P., a Delaware limited partnership ("MIH"), RC MARRIOTT III, INC., a Delaware corporation {"M-III"}, MARRIOTT SENIOR HOLDINGS, INC., a Delaware corporation {"MSH'"} and MARRIOTT INTERNATIONAL CAPITAL CORPORATION, a Delaware corporation ("MICC'.. RG Marriott, MiH', M-III, MSH and MICC are all of the members aftlze LLC (each, a "Member" and collectively, the "Members"}. RECITALS A. The LLC was formed as a limited Iiability company pursuant to the provisions of the Act {as hereafter defined} on April 5, 1995. B, The operating agreement of the LLC has. been amended periodically in connection with certain events since April ~, 1995. C. On Navernber 30, 2001, the LLC entered into a Subscription Agreement with MICC and MSH in which it agreed to issue to MICC and MSH interests in the LLC. Simultaneously with such Subscription Agreement, each of MICC and MSH entered into a separate Assignment and Assumption Agreement with the LLC in which the respective party agreed to assign certain receivables to the LLC in ezcchange for such interests. The Grass Asset Value (as defined below} of such receivables are recorded in the Capital Accounts of the LLC, as shown on Schedule B hereto. D. The Members desire to enter into this Agreement to amend and restate the Third Amended and Restated Operating Agreement in its entirety, to set forth the terms and conditions of the business and affairs of the LLC and to determine the rights azzd obligations of its Members. On November 30, 2401, the Members entered into a preliminary Fourth Amended and Restated Operating Agreement. Consistent with Code Section 761(c}, the Agreement being entered into an this 15 day ofApril 2002, is intended to supercede that preliminary agreement and will be effective as of November 30, 2001. NOW THEREFORE, the Members, intending to be legally bound, hereby amend and restate in its entirety the Third Amended atzd Restated Operating Agreement, as amended to date, as of the Effective Date and, from and after the Effective i}ate, the Members agree that the LLC is and shall be governed.by the following provisions: ~i~9 -v ~~ ,,,, _-- ,... n a~~ r Regular Council Meeting -November 5, 2008 -Page 69 of 222 1. Name. The name of the limited liabili cam an is The Iti#z-Carlton • tY P Y Hotel Company, L.L.C.. The Members may conduct the business ofthe LLC under any other name deemed necessary or desirable. The LLC has been formed as a limited Iiabihity company pursuant to the provisions of the Delaware Limited Liability Company Act {6 Del. C. § 18-1 Ol, et seq.} {the "Act") and of this Agreement.. The rights, duties and liabilities ofthe Members shall be as provided in the Act for a member except as provided herein. 2. Puruose. The LLC is formed for the object and purpose of'; and the nature of the business to be conducted and promoted by the LLC is, (i) to own, operate, manage, license, finance, lease, sell, franchiseand/or develop hotels, condorr2iniums and interval real estate ownership. products, or invest in limited partnerships, limited liability companies or other entities formed for the purpose of owning, operating, managing, licensing, financing, leasing, selling, franchising and/or developing hotels, condominiums '~' and interval real estate ownership products, (ii} to make such inueshments and engage in such additional activities as the Managing Member may approve, and (iii) to engage in any and all lawful acts and activities far which limited liability companies may be formed r. under the Act that are necessary, relating to, or incidental to the foregoing. -~ ,- 3. Registered Office; Registered Ageut.. The address ofthe registered ~~ office ofthe LLC in the State of Delaware is c1o The Prentice-Hall Corporation System, inc.., 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware ~' 19808-1297. The nanme and address of the registered agent of the LLC for service of In ., 2711 Centervnlle Road, Suite 400, Wnlmington, Dela 8 process one the LLC in the State of Delaware zs The Prentice-.Hall Corporation System, • c ware i9 08-1297_ 4. Principe! Office. The principal office address of the LLC shall be c/o Marriott international, Inc, 10400 Fernwood Road, Bethesda, Maryland 20$17, ar such other place as die Managing Member may determine from tune to time. 5. Members, Authoriiy and Voting. 5.1 Members. The Members have been admitted as members of the LLC and agree to be bound by the terms of ttis Agreement There shall be three classes of membership interests: Class A Common, Class B Common and Class F Preferred. A Member may have interests in mare than one class, in which case such Member's interests, rights,.and responsibilities s1aa11 be as explained in nmore detail elsewhere in this Agreement. The names and the mailing addresses of the Members are as set forth in Annex A hereto, which Annex also indicates the percentage of each class assigned to such Member. 5.2. Managing Member. {a) Tle Members hereby appoint RC Marriott as the managing member (the "Managing Member") of the LLC and RC Marriott accepts such appointment. Subject to any mandatory votes of the Members • 2. Regular Council Meeting -November 5, 2008 -Page 70 of 222 requited by Section 33, the business and affairs of the LLG shall be managed under the direction ofManaging Member, who may exercise all powers of the LLC and perform or authorize the performance of all lawful acts which are not by the Act or this Agreement directed or required to be exercised or performed by the Members. Managing Member is authorized, in the naive and an behalf'of the LLC, to sign and deliver all contracts, agreements, leases, notes, mortgages and other documents and instruments which are necessary, appropriate or convenient for the conduct of the LLC's business and the furtherance of its purposes. (b} Managing Member has heretofore appointed certain officers of the LLG and otherpersans to serve on an executive committee of the LLC (the "Executive Cotnrnittee'~. Managing Member may, from a time to time, appoint additional persons to the Executive Committee or ~ replace persons on the Executive Committee. Managing Member hereby ~" delegates to the Executive Committee, to the fullest extent permitted by law (and subject to any mandatory votes of the Members required by ~~ Section 5.3}, all rights and duties granted to Managing Member pursuant ~, to this Agreement, including, without limi#ation, the power to perform or n' authorize the performance of all lawful acts which are not by the Actor this Agreement directed or required to be exercised or performed by the -~ Members. ~. i (c} Managing Member or the Executive Committee have heretofore appointed and may from time to time appoint officers of the LLC to carry crut the day-to-day operations of the business of the LLC and conduct such other activities necessary, appropriate or convenient for the conduct ofthe LLC's business and the furtherance of its purposes as Managing Member or the Executive Committee may so direct. Such officers (and any other person who receives an instrument of delegation from tlae Managing Member, the Executive Committee or an officer ofthe LLC) shall have the authority, in the name and on behalf of the LLC, to sign and deliver all contracts, agreements, leases, notes, mortgages and other documents and instriunents which are necessary, appropriate or convenient for the conduct vf'the LLC's business and the furtherance of its purposes, subject to the limitations set forth from time to tune by Managing Member or the Executive Committee. (d} No person or entity dealing with Managing Member, the Executive Committee, an officer of the LLC or a person who receives an .instrument of delegation snail be required to determine such person`s authority to make any undertaking on behalf of the LLC, or to determine any fact or circumstance hearing upon the existence of such person`s authority. 3 Regular Council Meeting -November 5, 2008 -Page 71 of 222 S.3 VotinQ (a} Each Member who has a Class A Common or Class B Common interest shall have the right to vote only on the matters set forth below in Section 5.3{c) at a meeting duly called upon five {5} .days notice by the Managing Member, in which a majority vote {using the procedure set forth in Section 53(6)) of those present shall be binding on the LLC_ With the exception of the matters set forth below in Section 5,3(c), the Members shall not have a right to vote unless the IYlarraging 1Vlernber, in its sole discretion, calls a meeting to vote on any matter presented by the Managing Member,. In lieu of any meeting, any action requiring a majority vote ofthe Members may occur through written consent signed by Members who represent a majority of the vote. {h} As long as a vote does not occur during a Class P Voting Period (as defined in Section s.3(djj, each Member balding a Class A Common or Class B Common interest shall be able to vote a number of votes {rounded to the nearest vote) equal to the product of {i) a fraction, the numerator of which is such Member's "Common Percentage Interest" (as reflected an Annex A hereto} and the denominator ofwhich is the aggregate "Common Percentage Interests" of all Members and (ii) 1000. Ifa vote occurs during a Class P Voting Period, then {i) each Member holding a Class A Common or Class $ Common interest shall be able to vote a number of votes (rounded to the nearest vote) equal to the product of {y) a fraction, the numerator of which is such Merrtber's "Common Percentage Interest" {as re#lected on Annex A hereto) and the denominator of which is the aggregate "Common Percentage Interests" of all Members and (z} 490 and {ii} the Member holding the Class P Preferred interest shall be able to vote 510 votes. In addition, regardless of whether there is a Class P Voting Period, the consent of a majority by interest of the Class P Preferred shall be required before the LLC may issue any equity interest in the LLC which has a claim senior to the Class P Preferred as to the cashflow or equity of the LLC. {c} A Member can only vote as fa the following matters: {ij the sale ar transfer (in one or a series of related trat3sactionsj of all yr substantiatty all of the LLC's assets to a person or a group of persons acting in concert, {ii} the merger ar consolidation of the LLC with or info another person, under circumstances in which the capital accounts of the Members of the LLC immediately prior to such transaction represent less than a majority ofthe capital accounts of the surviving entity immediately following such transaction, (iii) the declaration of bankruptcy or reorganization of the Company, (iv) the voluntary liquidation, dissolution or winding up of the Company, (v) an amendment to this Agreement, {vi) incurring any debt far borrowed money in excess of $10,000,000, or (vii} issuing any additional equity. 4 Regular Council Meeting -November 5, 2008 -Page 72 of 222 _M m --rz ~~ r- w. n .Lz • • (d) A Class P Voting Period occurs only when (i}the Undistributed Class P Priority Return, as of the $rst day of any Fiscal Year, has not been aid to any Member holding a Glass P Preferred interest by .Tune 30t' ofsuch Fiscal Year and {ii} such amount remains unpaid. 6. Capital Contributions. The Members have made contributions to the capital of the LLC (and/or have succeeded to contributions made by farmer members from whom they acquired their interests) in the amount set forth in the books of account of the LLC. The Members shall have no obligation to make any additional capital contributions to the LLG. 7. Additional Contributions_ The Members may make such additional capital contributions to the LLC, as the Managing Member in its discretion may deem necessary ar advisable in connection with the business of the LLC. 8. Cauital Acconnts. The LLC shall maintain for the Members a capital account in accordance with this Section $ and in accordance with the rules of Treasury Regulation Section 1.704-1{b){2){iv}. As of the date of this Agreement, a final valuation of the LLC's assets has not been completed. A final valuation, effective as of ltiTovember 30, 2001, will be completed by May 31, 2002, and the capital account balances. will be established ir3 accordance with Treasury Regulation Section 1.704-1{b)(2)(iv}Lf) and this Section 8_ Class A Gommon and Class P Preferred interests will be allocated among RC Mat~riott, MIH, and M-Ill in accordance with the formulas set forth in Annex C. Class B Common interests will be allocated among MSH and MICC as set forth in Annex B. ~ the event that all or a portion of a Member's interest in the LLC is transferred in accordance with the terms of this Agreement, the transferee shad succeed to the capital account of the transferor to the extent that it relates to the transferred interest. Each Member's capital account shall be increased by the sum of (i) the amaimt of cash or Gross Asset Value of property constituting additional contributions by such Member to the capital of the LLC, plus (ii) any Profits allocated to such Member's capital account pursuant to Section 9. Each Member's capital account shall be reduced by the sum of (i} the amount of cash and the Grass Asset Value of any property distributed by the LLC to such Member, plus (ii) any Losses and Depreciation allocated to such Member's capital account pursuant to Section 4. "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows: (a} The initial Gross Asset Value of any asset contributed by a Member to the LLC shall be the grass fair market value of such asset; (b} The Gross Asset Values of all LLC assets shall be adjusted to equal their respective gross fair market values as of the following times: {i} the acquisition ofan additional interest by any new or existing Member in exchange for more than a de minimis capital contribution; {ii} the distribution by the LLC to a Member of more than a de minimis amount of cash or property as consideration far an interest ui the LLC; and {iii) the liquidation of the LLC within the meaning of Treasury Regulation Section 1.704-1(b}(2}(ii}(g); 5 cra r- r- ,..• ;, ~. Regular Council Meeting -November 5, 2008 -Page 73 of 222 (c} The Gross Asse# Value of any LLC asset distributed to any Member shall be adjusted to equal the grass fair market value of such asset on the date of distribution; and (d) The Grass Asset Values of LLC assets shall be increased {or decreased} to reflect any adjustments to the adjusted basis of such assets pursuant to Cade Section 734(b) or 743(b), but only to the extent that such adjustments are taken into account in determining capital accounts pursuant to Treasury Regulation Section 1.704-1 {b)(2)(iv)(m) or Section 9,5(a){2) of this Agreement.. 9. Allocation of Profits and Losses. 9.I (a) "Profts°' and "Losses". "Profits" and "Lasses" mean, far each Fiscal Year or other period, an amount aqua! to flee LLC's taxable income or lass for such yew' or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, lass, or deduction required to be stated separately pursuant to Cade Section 703{a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication): (1) any income afthe LLC that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of "Profrts" and "Losses" shall be added; (2} any expenditures of the LLC described in Code Section 705(a}(2)($} ar treated as Code Section ?OS(a)(Z}{B) expenditures pursuant to Regulations Section 1.7(}4-1 {b}{2)(iv)~), and not otherwise taken into account in computing Profits ox Losses pursuant to this definition of "Profits" and "Losses" shah be subtracted; (3) in the event the Gross Asset Value af'any LLC asset is adjusted, the amount of such adjustment shall be .treated as an item of gain {if the adjustment increases the gross asset value of the asset} or an item of loss (if the adjustment decreases the gross asset value of the asset) from the disposition of such asset and shall be taken into account far purposes of computing gain or loss; (4) gain or loss resulting from any disposition of property with respect to rWhich gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value; b Regular Council Meeting -November 5, 2008 -Page 74 of 222 V rra --~ .~} :~ n ~) • • (5} notwithstanding any other provision of this definition, any items that are allocated under Section 9.5 shall not betaken into account in computing Prof is ar Losses; and {6} the amount of depreciation, amortization, and other cost recovery deductions ~"Depreciation") shalt be determined by reference to Gross Asset Value and shall be specifically excluded from the calculation of Prof is and Losses. (b} Segresation of )(nterests_ For purposes of applying the allocation provisions set forth below in Sections 9.2 through 9.5, a Member that holds more than one class of interest shall be treated as a separate Member with respect to each class of interest and shall be treated as having a separate capital account with respect to each interest. 9.2 A!loeation of Profits. After giving effect to the special allocations set forth in Section 9.5 hereof, Profits for any Fiscal Year shall be allocated as follows: {a} First, to the Class P Preferred Member in an amount equal to the excess of the cumulative Loss and Depreciation allocated to such Class P Preferred Member pursuant to Sections 9.3(b) and 9..4{b} for all prior Fiscal Years over the cumulative Profit allocated pursuant to this Section 9.2(a} for all prior Fiscal Years; (b} Second, the balance, if any, to the Class P Preferred Member up to an amount, far a Fiscal Yeaz, equal to eight and one-half percent (S.5%} per annum {the "CIass P Priority Return} of the average daily balance of such Class P Preferred Member's capital account from time to time during such Fiscal Year, {c} Third, the balance, if any, among the Members holding Class A Cossrmon and Class B Common interests in accordance with their Common Percentage Interests as spawn an Annex A attached hereto. 9.3 Allocation of Losses. After giving effect to the special. allocations set forth in Sections 9.4 and 9.5 hereof, Losses for any Fiscal Year shall be allocated as follows: {a} First, among the Members balding Class A Common or Class B C.,ommon interests in accordance with their Corrunon Percentage Interests; provided, however, that Losses shall not be allocated pursuant to this Section 9.3{a} to the extent that such allocation would pause a Member holding a Class A Common or Class B Canunon interest to have an Adjusted Capital Account Defrcit; {b} Second, the I~alanee, if any, to the Class P Preferred Member; provided, however, that Losses shall not be allocated pursuant to 7 ran r- N• -~ n~ r Regular Council Meeting -November 5, 2008 -Page 75 of 222 • this Section 9.3{b) to the extent that such allocation would cause a Class P Preferred Member to have an Adjusted Capital Account Deficit. (c} Third, the balance, if any, among the Members holding Class A Common or Class B Common interests in accordance with their Common Percentage Interests as shaven in Annex A. 4.4 Allocation of Depreciation. Subject to the provisions of Section 9.5(b) hereof, Depreciation shall be allocated as follows: (a} First, among the Members holding Class A Common or Class B Common interests in accordance with their Common Percentage Interests, provided, however, that Depreciation shall not be allocated pursuant to this Section 9,4{a) to the extent #hat such allocation would cause a Member holding a Class A Common or Class B Common interest ~~ to have an Adjusted Capital Account Deficit (after taking into account any ~,-, Profit allocated to such member for the Fiscal Year pursuant to Section ~ 9.2); , {b} Second, the balance, if any, to the Class P Preferred Member; provided, however, that Depreciation shall not be allocated ~. pursuant to this Section 9.4(b) to the extent that such allocation would ~~ cause the Class P Preferred Member to have an Adjusted Capital Account Deficit (after taking into account any Profit allocated to such member for r,w} the Fiscal Year pursuant to Section 9.2). ~`"' {c} Third, the balance, if any, among the Members holding a Class A Cowman ar Class B Common interest in accordance with their Gammon Percentage Interests as shown in Annex A. 9.5 Special Allocations. The following special allocations shall be made in the following order: (a) Re~ulatory Adjustments. (I } Tn the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b){2)(ii}(d)(4}, I.704-1(b)(2}(ii)(d}(5}, or 1.704-I(b}(2){ii}(d}(6) (the "Adjusted Deficit Items"}, items of LLC income and gain (consisting of a pro rata portion of each iterri of LLC income, including gross income, and gain for such year) shall be specially allocated to such Member in an amount and manner' sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible, provided .that an allocation pursuant to this Section 9..5(a) shall be made only if and to the extent that the Member would have an Adjusted Capital Account Deficit after ail other allocations, provided for in • 8 Regular Council Meeting -November 5, 2008 -Page 76 of 222 Section 9 leave been tentatively made as iftI~is Section 9.5{a}were not in the Agreement. For purposes of Section 9,3, 9.4, and this Section 9.5(a){1), "Adjusted Capital Account Deficit" means, wish respect to any Menxber, the deficit balance, if any, in such Member's. capital account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: {i) credit to such capital account any amounts wrtich such IVlember is deemed obligated to restore to the LLC pursuant to the penultimate sentences afTreasuryRegulations Sections 1.704-2(g}(1}and 1.704-2(i)(5); and {ii} debit to such capital account the Adjusted Deficit Items. This definition ofAdjusted Capital Accaunt Deficit is intended to conxply with the provisions of Treasury Regulation Section 1.704-1{b){2}{ii)`} and shall be interpreted consistently therewith.. {2) To the extent an adjustment to the adjusted tax basis of any LL,C asset, pursuant to Code Section 743 or Code .Section 734, is required, pursuant to Regulations Section 1.704-1(b){2}(iv)(fzz}{2} or 1.704-1{b){2)(iv}{m){4}, to be taken into account in deternxining capital accounts as the result of a distribution to a Member in complete liquidation of such Member's interest in fine LLC, the amount of'such adjustment to capital accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or lass (if the adjustment decreases such basis} and such gain or lass shaIl be specially allocated to the Members in accordance with their interests in the LLC in the event. Regulations $ectian 1.704-1{b}(~){iv}{r:z}{2} applies, or to the MexElber to wham such distribution was made in the event Regulations Section 1.704-I{b}(2}(iv}{rrt){4) applies. (t3} Tax Allocations; Code Sectiota 704(c). In accordance with Code Section 704(c} and Che Regulations thereunder, ineonxe, gain, loss, and deduction with respect to any property contributed to the capital afthe LLC shall, solely for tax purposes, be allocated to the Members so as to take account of any variation between the adjusted basis of such property for federal income tax purposes to the LLC and its initial Gross Asset Value. Tn the event the Gmss Asset Value of any LLC asset is adjusted under Section 8, subsequent allocations of income, gain, loss, and deduction with respect to suclx asset shall take account of any variation between the adjusted basis of such asset foz federal income tax purposes and its Grass Asset Value in the same manner as under Code Section 704{c} and Che Regulations thereunder. When the Gross Asset'Value of an LLC asset differs from its adjusted basis far federal income tax purposes, solely for purposes of the relevant tax and not for purposes of computing capital account balances, ~.~ F-~ r- ..~' ~-- ~' ~~ Regular Council Meeting -November 5, 2008 -Page 77 of 222 • income, gain, loss, deduction and credit with respect to such asset may be allocated using the traditional, curative, or remedial allocation method under Treasury Regulations Section 1.704-3{b}, {c) or {d), as determined by the Tax Matters Partner.. (c} Nonrecourse Debt. (1} Nonrecourse Dednctio>QS, Nonrecourse Deductions for any Fiscal Year shall be allocated among the Members in the same manner that the items treated as Nonrecourse Deductions otherwise would be allocated pursuant to Section 9.2, 9.3, or 9.4 (disregarding the prohibition on allocations that create deficit capital account balances}. For purposes of this Section ~ 9.5{c)(1), "Nonrecourse Deductions" has the meaning set Earth in ° Treasury Regulations Sections 1.704-2{b}{1 }and 1,704-2{c}, ~ (2} Farther Nonrecourse Deductiohs. Any Partner ,_ }J ~• Nonrecourse Deduction for any Fiscal Yeaz shall be specially allocated to fine Member who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with = Treas R ations Section 1.704-2 2 1 . For u aces of this ~'Y ~ (~)() P rP ~ s' Section 9..5(c}(2), "Partner Nonrecourse Deductions" has the same `: meaning as set forth in Treasury Regulations Section 1.704-2(i){3}. • Far purposes of this Section 9.5(c}{2) and Section 9,5{c)(4}, "Partner Nonrecourse Debt" has the same meaning as set forth in Treasury Regulations Section 1.744-2{b)(4). {3) Minimum Gain Cflargebaek Except as otherwise provided in Treasury Regulations Sec#ion 1.784-2(f), notwithstanding any other provision of this Section 9, if there is a net decrease in Partnerslup Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of income and gain. for such Fiscal Year (and, ifnecessary, subsequent Fiscal Years) in an amount equal to such Member's share ofthe net decrease u~ Partnership Minimum Gain, determined in accordance with Treasury Regulations Section 1.7Q4-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations S ections 1..744-2{ fl(6) and 1,.704- 2{j)(2). This Section 9,5{c)(3) is intended to comply with tl~e minimum gain chargebaclc requirement in Treasury Regulations Section 1.744-2{ fl and shall be interpreted consistently therewith. For purposes of this Section 9.5{c)(3} and Section 9.5{e}{4}, "Partnership Minimum Gain" lras the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). 10 Regular Council Meeting -November 5, 2008 -Page 78 of 222 (4} Partner Miaimiarn Crain Ciiargeback. Except as otherwise provided in Treasury Regulations Section 1.7t}4-2{i}(4), notwithstanding any other provision in this Section 9, if there is a net decrease in Partner Nonrecourse Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal Y'ear', each Member who has a share of Partzzer Nonreeourse Debt Minimurn Gain attributable to such Paz~tner Nonrecourse Debt, detezrrzined in accordance with Treasury Regulations Section 1.744-Z(i)(5}, shall be special}y allocated items of income and gain for such Fiscal Year {and, ifnecessary, subsequent Fiscal Years} in an amount equal to such Member's share of the net decrease in Partner Nonrecourse Debt Nlinimum Gain attributable to such Partner - Nozzrecourse Debt, deterrxzined in accordance with Treasury ~ Regulations Section 1.?4M2(i)(4}. Allocations pursuant to the .previous sentence shall be made in proportion to the respective amotuits required to be allocated. to each Member pursuant thereto, f.., The items to be so allocated shall be determined in accordance i-° s-' with Treasury Regulations Sections 1.7442(1){4} and 1.744- .~' 2(j)(2}. This Section 9.5(c}{4) is intended to comply with the " minimum gain chargeback requirement in Treasury Regulations Section 1.744-2(1)(4) and shall be interpreted consistently therewifih. Far purposes of this Section 9..5(c)(4), "Partner ~ ~'~` Nanrecourse Debt Minimum Gain" means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonreeourse Debt were treated as a Nonrecourse Liability{as defined in Treasury Regulations Section 1.704-2{bj(3}}, determined in accordance with Treasury Regulations Section 1..744-2(i}{3}. {d) Periodic AAacations. Forpurpases of'determining the Profits, Lasses, Depreciation, or any oilier items allocable to any period, Profits, Losses, Depreciation, arrd any such other items shall be determined on a daily, monthly, or other basis, as determined by the Tax Matters Partner, after consultation with the Members, using any permissible method under Code Section 7{36 and the Regulations thereunder. 1©. Disfribzztiozts. No Member shall (i) be entitled to interest an its capital contributions to the LLC, or (ii}have the right. to distnbutions or the returnn of any contribution tv the capital of the LLC except {A} for distributions in accordance with this Section 10 or {B}upon dissolution of the LLC. The entitlement to any such return at such time shall be limited to the value of the capital account of such Member, as ad}usted under Section 8- To the fullest extent permitted by the Act, no Member shall be liable far the return of any such amounts. The LLC shall not make distributions to any Member if such distribution would violate Section 1$- b47 of the Act Distributions shall be made to the Members at the times determined by the Managing Member and only out of Profits allocated to each 11 Regular Council Meeting -November 5, 2008 -Page 79 of 222 • Member {taking into account, for purposes of this section only, each Member's share of Depreciation) in the following order and priority; (a) First, solely to the Class P Preferred Member in an amount (the "Undistributed Class P Priority Return") equal to the excess of {i) the aggregate Profit allocated to the Class P Member under Section 9.2(b) for the current and all prior periods, over (ii) the aggregate distributions to such Member as of such date, and (b) The balance, if any, to the Members holding Class A Common or Class B Conunon interests in accordance with their Common Percentage Interests. 11. ('all Rights of LLC; Sirtkiug Fund and Put Rights of Class F Preferred Member. 11.1 Gail Rights of LLG. The LLC shall have the right, at its option, to redeem the holder of the Class P Preferred .interest at any time after November 30, 2004, and before November 30, 2408. If such right is exercised pursuant to this Section 11(a), the holder of the Class P Preferred Interest shall be redeemed by the LLC wi#h a distribution of Ritz Carlton Assets (as shall be agreed to between the Class P Preferred. Member and the Managing Member) to the Class P Preferred Member and, to the extent that the capital account of the balder ofthe Class P Preferred Interest (including any portion of such Member's capital account that relates to a .different class of interest held by such Member) exceeds the value of all of the Ritz Carlton Assets, such other assets of the LLC as shall be agreed to between the Class P Preferred Member and the Managing Member. "Ritz Carlton Assets" means all assets owned by the LLC that are related to the management and operation ofRitz-Carlton hotels. 11.Z Sinking Fund of Class P Preferred Member. Commencing on November 30, 2004, the Class P Preferred Member shall be entitled to demand that the LLC create a sinking fund reasonably adequate to retire the Class P Preferred Member's interest an November 30, 2009. Following such a request, the LLC shall inform the Class F Preferred Member of its plan for creating such a sinking fund. 11.3 Put Rights of Class P Preferred Member. The Class P Preferred Member shall have the right to demand redemption of its interest by the LLC on November 30, 2009, such redemption being satisfied by the LLC distributing Rite Carlton Assets (as shall be agreed to between the Class P Preferred Member and the Managing Member) to the Class P Preferred Member and, to the extent that the capital account of the holder of tl~e Class P Preferred Interest {including any portion of'such Member's capital account that relates to a different class af'interest held by such Member) 12 Y ~.~ r- ~-- ~•~' ill • Regular Council Meeting -November 5, 2008 -Page 80 of 222 exceeds the value of all of the Ritz Cax'ltoai Assets, such other assets of the LLC as shall he agreed to between the Glass P Preferred Member and the Managing Member. 12. Fiscal Year: Tax Matters. (a) The Fiscal Year of the LLC shall be the calendar year., (b) Proper and complete. records and books of account of the business of flee LLC shall be maintained at the LLC's principal place of business. (c) The LLC shall be classified as a partnership for federal incame tax purposes. No Member shall cause the LLC to elect to be treated as a corporation for federal incame tax purposes in accordance with Regulations Section r°' 301.771-3(c), uttless such election is approved in writing by all Members. The LLC's books of account shall be maintained on a basis consistent with such treatment and on the same basis utilized in preparing the Members' federal incame tax returns, Each Member and its duly authorized represcnta#ives rxzay, ~~ ' for any reason reasonably related to its interest as a Member of t3ze LLC, examine - - the LLC's books of account and xnalce copies and extracts tlierefram at its awn r ;,' expense. The Managing Member shall maintain the records of the LLC for three ~ years following the termination of the LLC. ~ ~~'.~' (d} RC Marriott shall he the "tax matters partner" (the "Tax Matters Partner") of the LLC pursuan# to Section 6231(a}(7) of the Internal Revenue ~ is the Managing Member. Code of 1986, as amended (the "Code") as long as it The Tax Matters Partner shall be authorized and required to represent the LLC (at the expense oftlie LLC) in connection with all examinations of the affairs of the LLC by any federal, state or local tax authorities, including any resulting administrative and judicial proceedings, and to expend funds of the LLC for professional services and costs associated therewith. The Tax Matters Partner shall take all actions necessary to preserve the rights of the Members with respect to audits and shall provide all Members with notices of all such proceedings and other inforrnation as required bylaw. The Tax Matters Partner shall obtazn the prior written consent of each Member before settling, compromising or otherwise altering the defense of any proceeding before the Internal Revenue Service if such Member or any of its constituent partners or members could be affected thereby. The Tax Matters Partner shall keep the Members timely infanned of his or her activities under this Section. The Tax MattersPartner may prepare and file protests or other appropriate responses to such audits. The Tax Matters Partner shall select counsel to represent the LLC in connection with any audit conducted by the Internal Revenue Service or by any state or local authority. All costs incurred in connection with the foregoing activities, including legal and accounting costs, shall be borne by the LLC. Any additional expenses with respect to judicial review of adverse determinations in connection with any such tax audits or the defense of any Member against any claim asserted by the Internal Revenue Service or state or local tax authority of additional tax liability arising i3 Regular Council Meeting -November 5, 2008 -Page 81 of 222 out of the Member's ownership of-its Membership Interest shall only be incurred by the Member{s) who have authorized the Tax Mattears Partner, in writing, to proceed with such judicial review or defense. Each Member agrees to cooperate with the Tax Matters Partner and to do or refrain from doing any or all things reasonably r~uired by the Tax Matters Partner in connection with the conduct of all such pmceedings_ 13. Assig>aments and Transi'ers of Interests. No Member may transfer all or any portion of its interest in the LLC to any person (other than an affiliate) at any time without the prior written consent of all ofthe Members. 14. Admission of Addi#i©nal Members. One {1) or more additional members maybe admitted to the LLC with the consent of the Managing Member. Upon tl~ze admission to the LLC of any additional members, the Managing Member shall cause this Agreement to be amended and restated (after following the appropxiate voting procedures i.n Section ~.3) to reflect the admission of such additional n~ember{s), the ~ initial capital contribution, if any, of such additional member{s} and the inten#ion of the ,~ zx~ember to cause the LLC to be classified as a parixrership for federal income tax r purposes. w° r-• i5. L#ability of Member. The Iviembers shall not have any liability for the. obligations or liabilities of the LLC except to the extent provided in the Act. ~°.::.. 16. Dissolution and V4'indin~ Up. -~~ 16.1 Dissolution. Subject to the occurrence of an event of dissolution pursuant to this Section 15, the LLC shall have perpetual existence. The LLC shall dissolve, and its affairs shall be wound up, upon the first #o occur of the fallowing: (i) the written consent of the Members, or {ii) the entry of a decree of judicial dissolution under Section 18-842 of the Act. The LLC shall not be dissolved by the death, resignation, withdrawal, bankruptcy or dissolution of a Member. 16.2 Windinrs Up. Upon the occurrence of an event of dissolution pursuant to Section 15.1, the Members shall oversee the winding up and dissolution of the LLC, shall take full account of the LLC's Iiabilities and property, shall cause the property to be liquidated as promptly as is consistent with ob#aining the fair value thereof, and shall cause the proceeds therefrom, to the extent sufficient therefor, to be applied and distributed in the following order: {a) First, to the payment and discharge of all of the LLC's debts and liabilities to creditors other than the Members. {b) The balance, if any, to the Members in accordance with their respective capital account balances, as determined under Section 8, and after giving effect to all contributions, distributions, and ailocatians for aII periods. 14 • • Regular CounciF Meeting -November 5, 2008 -Page 82 of 222 17. Irrdeminificatian_ Ia the full extent permitted ay law, the i,LC shall (aj indemnify any person or such person's heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives or assigns who was or is a party or is threatened to be made a party fo any threatened, pending or completed action, suit ar proceeding, whether civil, criminal, administrative ar investigative by reason of the fact that Bach person is ar was a member, manager, director, officer, employee or agent of the LLC or is or was serving at the request of the LLC or its members as a member, manager, direcfar, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, domestic or foreign, against expenses, attorneys' fees, court casts, judgments, fines, amounts paid in settlement and ether lasses actually and reasonably incurred by such person in connectiau with such action, suit or proceeding and (b} advance expenses incurred by a member, manager, officer or direcfar in defending such civil or criminal action, suit ar proeeedzng to the full extent authorized or permitted by the laws ofthe State of Delaware. A manager shall have no personal liability to the LLC ar its members for monetary damages far breach of fiduciary duty as a manager; provided, however, that the foregoing provision shall not eliminate the liability of a manager for acts or omissions not in good faith or which involve iutentianal miscandtrct or a Imowing violation of law or far any transaction from which the manager derived an improper persanaI benefzt, 18. Arnerednnents.. Any amendments to this Agreement shall be in writing signed by tl~e Members, 19. Go~vernirrs Law. This Agreerent shall be governed by, and canstnted under, the laws of the State of Delaware, all rights and remedies being governed by said laws. The Members intend the provisions of fhe Act to be controlling as to any matters not set forth in's Agreement. 15 ~_ 3.-0 ~~ -~ ~.o w. ~.. ~, .~. ~3 Regular Council Meeting -November 5, 2008 -Page 83 of 222 IN WITNESS WIiEREOF, the undersigned, intending to be legally bound hereby, have duly execated this Fourth Amended and Restated Limited Liability Carnpany Agreement as of the day. first above written. MEMBERS Re NIARtuoTT, nvc., a Delaware corporation $y: f ~' I f~ Natne:•~Y1 • LeS u.1 S_•G ~~'. Title: V t~1 /~r.Ccrdl~n ~ RC MAItRIOTT III, INC., . a Delaware corporation $y: Name: /~ • i, c ~e-• Pu !S ~ ,! / . Title: V'tG¢ Pr~sr'd~ ~- MI HOLAING, LP, a Delaware limited partnership By: RG Mamott, Inc.., a Delaware corporation its Managing G eral Partner $y: Name: ~• wlsr° / . Title: V i v (~~•Pt ~' ot~1 ~- MARRIOTT INTERNATIONAL CAPITAL CORPORATION. a Delaware corporatio $y: Name: u l t Title: U 1 Co ~l~S 1 ~pg ,-=', 1 ~~ ..~ N• ..o • • r l6 Regular Council Meeting -November 5, 2008 -Page 84 of 222 MAItRIOTT SE1~II©R IIO~pINGS, INC. a Delaware aarporation ~I~ °~ By: Name: M • (.PS ~-ti' t.~ ~_ r . ?itle: V i u rt s i aCQ.ri ~-- c~ cra m --a r... ~-- ~.. n -,~ ~. `~~ • Regular Council Meeting -November 5, 2008 -Page 85 of 222 l7 M~,l~o~ s~~v>ioR ~ o t3LDIN Co . a Delaware corporation By: Name: M. Lester Pul ,1r. Title: Vice President G::~ CJ~ r'ri +.SJ f"' -aa~ r- • t_L"~. t_[1 • Regular Council Meeting -November 5, 2008 -Page 86 of 222 THE R~'T~L-~~RL.TC~1~3° Harms. Cc~NrnA.~a~, L.L.C. GULF iYIANAGEMENT AGREEND/NT FOIL THB RITZ-CAItI.TUN GOLF CLUB, DO'~J'8 MUII.~TAIl~ by and bet~veeu DM GULF XNVESTMENT, LLC {as 04Uwner") and THE RITZ-CARLTUN HQTBL COMPANY, LI.,C d/bfa RITZ-CARLTOAT GULF {as "Manager"} ,. ,,-, f"(7 {'S I ~..ti y, r~ 4+• .d~.l r'~ n~ -~ u-~ Regular Council Meeting -November 5,2008 -Page 87 of 222. TA~rJE of caN~NTs r~~ RECITALS ....._ ........ ....... ...»..».........».,..,.....,..»...».».......................»....»....».......,......»...... ................_........,1 ARTICLE I: DEFINiT'IQ1~S .................._..............».».........,.....,..,..................»..........,.......»............,..»....»....... i Section 1.01 T7e€"saitiaa~s....»...»........» ..............»»........._......»................»_........».....»..».»......»..».».,.................. ,1 Section 1.021aterprotatioa ...» ...... ..»...... ».»» .... ............«......................... ...................__.12 ARTICLE II: API'E3INTMI;IVT OF MANAG~ ........:.....................»..,.....»............»».......................»......»... i2 Section 2.01 Appoinhneat... ._ .».»....» .........................................».........»..»....».......,..:........,....,......».....»....12 Section 2.02 Dslegatioa of Autharity .....................»....,.».........».....»...................._.......»......,»..... ...»...,........».._.12 Section 2.f?3 6tandard of Cara.......,......» ........................»....»......... .............»....................... ........ ...»...13 Seetioa 2.04 miceases an3 Psrfni#s, .. ......:............. ..................»......,...»..»,....».......................».......:..».......13 rw Section 2.05 Memberships; Reserved Tee Times...... ..» ..............................»»....»..»............»...».......,...,........13 ~~ Section 2.06 Lituitafioas oa Manager's Authority .......~.. ..._.........»..»........».. ................»...........................14 r.n ARTICLE III: GULF COURSE Il44PR0'S'EMEN'I'$, OWNERSgIP AND 81VCUlYTBRANCL.........»....,...15 • ~:~ Section 3.O1 Improvemsnta.. .....» ............ ...........»».....»...........»...».. ....».»»..»..... ».,......»..:.,....15 ~-z Section 3.02 Ownership of Golf C1ub~..... ..» ....» ..:.............»., .....................»............................ ........_._»......»,15 ~..~ Sectiea 3.03 Cove~tts, Coaditwns and Rtstricriaas »....»..,....»......»........»._..... ,.» .....................»........»».........lb r.. "ki• Section 3.04 Thy-Disturbance and A.tbarnment Agt............».....,....» ....................,............, .»...........».._.....1b Ssctioa 3.05 Impositions....».........»......».. .....,»»...«.....»........>»............»»»......»..»........,._..,.. »....»........ ..18 ~. Section 3.46 Unencvmtsered Maaagemeat and Protection of Ri&ghts .............»..,.....»...................»»...................» 1 & ~' Soctiaa 3.47 Complisncc»..... .»» .. ... »...»».....»..........».»............» .............................. . ».......»..„... i$ ' ERMTNA'I'It)N »»,».....».,,........»»„......»» ................................~ ARTICLE TV: TERM AND 'I ...................,....19 ..~. Section 4.tli Term . ...........................»..............», ......».»..,,».......»..,.........,.».....».................»..........................19 :.1i Section 4.02'Fen'ai~tion . ...... ...........................,.. .....................»..,.......,.......»..» ......... ....»....19 . -~~ ARTICLE Vt COMPENSATtUN OF NiANAGEIi :..................»_.............................._.............. ,.....................,.19 Section 5.01 MaIIagsmsnt Fes ........................................»..,..........».............»............................... .............»........ l9 Section 5.02 Liasase Fse......» .....»..»._.............»...».....»..........» .............» .....»..........»........................».....20 Section 5.03 AccoesnE%ng and huerirn Payment........» ..................»...... ........~».»..._.....»........... .....»...».....».,...ZO Section 5.04 Taxes.. ...........................».....»..,...._.................».».....:...............»....»..........»..........,....._........»20 ....... . AR'T'ICLE Vi: OPENING..........» ................_..........».........»..„..........»».........»....».»......».:..........».................21 SectionS.DI GolfAubC?peaing...»......... ,..»»..........» .............».........».».........»...»..».........,...., . ............» .,21 Section 6,02 Pre-openit-g Activities ».........,..».» ........................»,...........,.......»......, .........»,... ....»..............,...21 Section b:03Prc-Opening Expansss .. .......................»»..........»».,....,.......»...».»...».»....;....»..». ....».»».......»....22 Section 6.04 Funding of Pre-Opening F:xpenses ..............»..,........»...»....»...........»......»........................................22 Sectiom S.OS Use of T~aads itt Pre-Opsruug Acoov~nt; Accouatis~ ..................................».....»......»................;......22 Section 6.06 Basic Primciplcs Regarding Pre-0pening P.acpet~sres .....».....» ...................................._....,.......,..........23 ARTICLE VII: CAPITAL; F.IX£D ASSET Si3PPLIE3 ....._ ........................................................»..........,.......23 Section 7.41 Working Capital ............................................................................................»......... ._..... , ...,.........23 Section 7.tf2 Faced Asset Supplies .................._..............,..................»..............._.....».........,......... .........:..............23 Section 7.03 FF&8 .......................... ........ » ....... ..,.. ... ............................. ».....................?ri r1RTICI.E VIII: RPSPAIRS, MAINTENANCE AND REPLAe1~MEIVTS ......._.....,. » ............ ..............»»......24 Section 8.01 Routine Repairs and Maau~sFance_ ............................................................................. ................»......24 Section 8.02 Repairs aaci }equipment Itssetve......, »..„ .. .................................................... ........................24 Section 8.03 Golf Club Alterations, Taaprovemeats, Renewals and Replacements ......................... .....................».26 Section $.04 Liens ... .........................» ............................................_..:................................... ............... »,27 Section 8.05 Ownership of Replacements ................»..... ................................ ..................... ...................._.27 ARTICLE IX: BOOKIC~EPING AND BANK ACCOUNTS .....................»............................ .,.......,...........».27 .. ... .. Section 9.01 Books en:l Records .......... » ..............................................................•-•--,._..._... ,... ........................27 Section 9.02 Golf Cuts Accounts, Bscpenditares ..................._.......»........................................,..,... ...........,............28 Section 9.43 Annual Operating Projection............»» ...................._..,......................................,..,...... ................28 Section 9.04 Operating masses; Credit....» ........ ...........»...............»...,.......».................:....... ._........._......29 Secfion 9.05 Toutnamen# Parking and Shuttle Services......... _ ........................................ ........................29 ARTICLE Ii: TRADEMARKS, TRADE NAMES AND SERVICE MAORI{5 ......................... ................»......29 Section 10.41 Tra:lataarks, Trade Names and Service Marks ......................................................» ........................29 Section 10.02 Breach of Covenant ................ ...................... ............................_.._................ ...... .............29 • Regular Council Meeting -November 5, 2008 -Page 88 of 222 ARTICLE RI: OPERATION OF GOB' FAGILI'ITES ........„ .................................................».....,,,...............30 Section 11.81 Allocated Setvinrs . ...........................».»....»»..».,.„ ....~..........«.....»......».......................,.............,..38 Section i 1.02 MatriottPractttr,resat.. ...................... ..................»._...,».........»......,»...:...,»».. ....»..»..,.......»...38 Seetioa 11.03 Ovv~et's Riglrt tQ Inspect.. , . ........ ................_...................................».».»..... .....,..,....»........»30 ARTICLE XTI: WAIVER OF ~LIRY TRIAL.........,.....,...............».........,»..» ........................... ...........»._.........38 ARTitCI~IC SGTI: INBTJRANCIii ....._....»,..........»~ ...............»..»..............,...............».....»».......... ..»......».........31. .... Sectioa 13.OI Propas'tylasorance .........................................»...,......»......»......,............................. .........,.......»....»31 Sectiaa 13.82 Operataorral Iasraance.......»»........»..... ......................................................,........_.._ ............_....»...»34 Section 13.03 General Con~tians of Managcr's Tnsrts'aace I't~ogram...........».....„ ...........................»....................36 ARTICLE XIV: IMPOSITIONS . .. .. ... ..... ..........»................»............».....................................»36 ARTICLE XV: GOLF 1?'ACII1ITFl~B EMPLOYEES...»~.........» ......................_........ ............».....,»..........37 Section 15.01 liey l:seplayees; fi:nP1o3'oe Sppotvision ....................... ..................».....».,.....»........»...._............_37 Section 15.02 Travel and Relocation of fiaaplayees...»......»....,..»,».....»...........» ......................._ ...,....,»_.._...,....38 ARTYCLt~ XVI: bAMAGE, CONIILNiNATION, A1~IIi FORGE MAJSiJRE EVENTS ..».....»....»,,..»........3$ Section 16.01 Damage ~Destraction.,.......... ............................................._........„.............,......... .»...........».........38 Section 16.02 Coddem~nation.. .. ..... .... .... .................».»»..........., ........ .,......».,....,........39 Section 16.03 Tersniaatian in the Event of E:asaalty or Candeumatian ..»...,.. ......... ............. ......... ..40 5ectioe 16.04 Farce Majeure Eveats ..................................»..».»»..................:._................„..._....................»......40 ARTICLE XVII: DEFAULTS .........»......» ................ »..».......................................................... .........................40 Section 17.81 Fsvents of 1?afault......_. ....._...».»... .................. . ..............»......,.,..».... .... ........».....44 Section 17.02 Remedies IJpaa Event of Defat:lt» .........................»..»....» , ..................,.,,...............,....»....,„,....42 Seciioi:1T.03 CumtdativeRemedies.. ....... .,..» ......................»....................»............»..:...43 ARTICLE XViII:'4VA1'~R AND PARTIAL 1NYALIDI'i'Y ................................. .............. ....................:....43 Sedioa I$.01 Rraiver...... ...» .............».... .....................................»_ ................»............,................»,,....43 Section 18.021'artial Iavalidity .................»...»..»,..,...........,.......................................»...............,.....................43 ' ' „ ....................»..........»....»............................. »............ ARTICLE XIX: ASSI 1 .....~...,.,............43 Section 1$.41 Liuutatioe on t?wsiersliipTransftas.. .,...».......» .............................. ...........» ,....„.,....»..........43 Section 19.82 A~ignmeat,...... .. ..............................................»........................:................ ..._....,...............44 ARTICL>s xx: MT,SCELLANEO[JS»...........» .............................»...»..,,....,......................_...... ,...........,............45 Section 20.01 Right to Make A.gree~nt ................................................................,. .....,....... .......... ..........45 Section 20.OZ Caascnts ..... _ ............ .........»........,........................................._.....,.._............»...................»,..»45 Seotioa 28.03 Independent Contrac~or.. ............................»....._............................ ....»...................................45 Section 20.04 Confrdeatiaiity............ ............................_................................»...................... ........»......,..45 Section 20.05 Headittgs ... .......................»........,,.....,....... ...»...................................................... ...,..... ,...».„......46 Section 20.0613atic:es....,...................... .................................»..»............»................,.....................»».........»....»...46 Section 28.07 finvironmental Matters _.........». ..... ............................................................ »M....................47 Section 20.0$ Fmtire Agreement,., ........»........».......... ..........» ......................................... ..................... »..48 5eotion 20.09 Cauutetgatts; Facsims~e $igeattues,» .............».....»...........„........................»...:»..........,.......,.........48 Section 20.10 Governing 1.aw .....................»....,...,.....,......_..»..,.............._.........,......................... ,................,.......48 Section 20.117urisdiction ..................................................................»...................... ......».........................48 Section 20.12 Expert Recisions....,...,,..,.....».. „ ..............................._............................~......... .........................4$ Sect9oa24.13 U.S. Curreacy ........................................................».....,.........,,....,...............................,„................49 Section 20.I4 Trade Area Restriction and Competing Pacilities..„ .................................:......„...............................49 r,'~ rx.~ i,yi ~. r-' ~~. ~? .iw:. r.` Regular Council Meeting -November 5, 2008 -Page 89 of 222 • GOLF MANAGEMENT AGREEMENT This GOLF MANAGfiMfiNT AGRBEMEI~' (the "Agreean~rt"} is executed as of the ~~~ o~ nd day of? 200? (the "Effective I~#e"} by DM Golf InveshneQ-t, .LLC, an Arizona. limited liability company whose mailing address for purposes hereof is 3567 East Sunrise brive, Suite 219, Tuc~n, Arizorsa 85718 (`Y?wnex'~, and The Rihz-Carlton Hoff C.ompauy, LLC, a 13eiaware tiznited liabfiity company with a mailing adt3ress of 569 Westwood Bovievard, Orlando, F}orida` 32821, doing business as Ritz-Carlton Goff ("M~'~, each a `T~' and collectively, the "Fartaes", RECITALS: WIIEREAS, Manager or its Affiliates owns or operates and manages a number of first c}ass golf course facilities ttuoughoia~t the world; and . WHEREAS, Owner plans to design, construct and equip, or cause to be designed, constru~rl. and equipped, the Golf.Course, a Clubhouse and~re}erred facilities tQ be known. as "I7~e Ritz-Carttog Go}f Gtub, Dave il+tountain (collectively, tIae "Golf C}ub"~ on a site toca#id in l+~aranla, Arizona {as more fully descn'bed on Ex}u'bit A attached hereto, the "Golf Site"}; and WHEREAS, Owner desires to retain the~services of Manager to np@rat~ a~zd manage the Golf G}ub; and 'WHEREAS, Manager is willing to perform such services an the tcrrris and conditions set forth herein. NOW, THEREFORE, in comaideration of the premises and the mutual covenants here}~1 contained, the Parties hereto agree as fol}aws: ARTICLE I: DEk~tI'TIONS Section 1A2 Defiinftio>a~s. Unless otherwise defined herein, initially capitalized terms used herein shall have the definitions specified below: "Accountm~ Period" means a>ay of the one (1} calendar uaanth accounting periods having the same beginning and ending dates as Manager's one {l? ca}endar month accounting periods. "Additional Nine Holes" means the additional nine holes of golf thax Owner, in its sole discretion, may elect to construct after the Cozumencemerzt Rate. "Affiliate" r>~eans any Person Controlling, Controlled by or under common Control with another Person. +~ rn ac, r-• -,~ r-' r;,n -~~ • Regular Council Meeting -November 5, 2008 -Page 90 of 222 "A,~ritent"means this Golf Mastageixtent Ageement, including the exhibits, schedules, and addei3da hereto, as amended, restated ~ supplemented fzoin bins to time. • "Allocated Services" has the meaning seat ibrth in Section 11.41. "Annual Operating Pmjectiony' has the meaning set forth in ~ecliQn 9.43. `Base Ma~emant Fee" means the annual manag~nent fee payable #o Manager, which shall be equal to three percent l~°/a} of mss Revenue far each fiscal Year; provided, however, that •for any partial Filscal Year of operation or management of the Goff Club by Manager, the Base Managentesat Fee shall be eclttai to three percent l3°~} of Gmss Revenues actually received by Owner or 1VJansger daring such partial Fiscal Year. ~~ to rrt "Bud eft Data" means, for cacti Fiscal Year, November I ~ of the immediately preeedfng ~ Fiscal Year. By way of exaTnple, far a Fiscal Year ranni~ig from January t, 2448 through c Dece~aber 31,2048, the Budd Date is November I, 2flfl?. ~• "CC&Rs:> has the meaning se# forth in Sedio~n 3.03. ng go shop, and any and all "Clubhouse" shall mean.. the clubhouse facilities includi the if loclcei• rooms, gol€ cart storage facilities, restaurants, fitness oezt#ers, swimming pools, tennis ~~ courts, meeting centers and lounge facilities ax the Golf Site. "Cornzneitcsment Date" means the date on which Manager actoatly cammauoes management and operation of the Clolf Club, which da#e •d-e Parties currently contemplate wi'11 be on or about January I5, 2fl49 (provided, however that the Parties do not contemplating opening. the restaurant within the Calf Club until the opening of the adjacent Ritz-Carlton resort}. Tf~e Gaff Glub's books of aoccsunt shall be kepi far the benefit of both Owner and Manager beginning on the Commencement Dais,. • "Call " laity fOrin thereof, suc~z as "ControAed" and "~dlltr0112~}' ~"~ mealiS th6 possession by one Person, directly ar indixectty {tlimt~gh one or mare intermediaries) of .the ___ __ _ paver to direct or cause the direction of the i~ianagnrnent or pblieies of another Pezsori, whetfier _. ___ ._ . _ _ _ . . through the awnersltip of voting interests, by contract, or otherwise. "Council Chartres" has the meaning ascribed ttt that term in the Council CC&Rs, as may be amended, supplemented or revised from dine to time. "Council CC&Rs" mearss the Declaration of Covenants, ~ux-diiions, Liens and Restrictions for Dove Mountain Resort Community recaixled in Docket i3i52 ai page tt30~ on ~~er ~ 2407. `21 'orts" has the meaning set fiQrth in the definition paragraph far the defined term "Operating Profit" in this Section I.OI. "Defaultii~ Party" has the meaning set forth. in Section l?.flI . 2 Regular Council Meeting -November 5, 2008 -Page 91 of 222 J "Dollars" means United States dollars. "Eff~ive Date" has the meaning set forth in the Preamble. `environmental Laws" weans any rules, regulations, laws, andlor other enactments now or hereafter in effect acid applic~bie to the t3olf Club or to activities carried on with respect thereto (whether of a national, regional, state, or lac~l govenicnent, agency, or ins~nentality}, regulating, relating to, or imposing liability or standards of conduct concerning the use, generation, treatment, storage, disposal, or abatesnent of hlazardous Materials. "Event of Default" has the meaning set forth in Section 17.01. "E' shall mean an independent, nationally recognized oansulting fine or individual with a minim~un of ten (10} years of experience in the golf management and operation business and qualified. to resolve the issue in question, provided that an Exgart shall not include any individual who is, as of the date af~appointment, or has been, within one (1}year prior to such date, emgloyecl, either directly or indirectly as a consultant in connection with any other matter, by a Party attempting to appoint such firrri or individual. "FF&~" means fuzuifut~e, £urnishings, fixt~ues and equipment inch~ding, bttt aot limited to, tractors, ~vvers, aerifiets and other vehicles, machinery, and equipment, and all ae+yessazy:ar appropriate equipznenf far normal graundskeeping functions of the Golf Club; tee monunteats, shelters, golf carts and other fixtures, and equipment incidental to the use of the Golf Club; equipment and machinery necessary or appropriate for the use and operation of the Golf Club buildings; point of sale computers, reservations equipment, office equipment and furnishings, furnitnne, wall and Hoar coverings, plumbing factures, lockers, and all other furnishings, fixtures and equipment of whatever nature necessary or appropriate to the use, operation, maintenance, and repair aftheGolf Club. "Fiscal Year" shall mean a fiscal year which ends an December 31. The words "full Fiscal X'ear" rreean any Fiscal Year containing not fewer than three hundred sixty-four (3Gq) _... _ axtial Piiscal ~t`ear between the Coznmencerrce~rt-Date and_rhe-commencement of-the __ . = ~'Y F- first full Fiscal Year shall constitute a separate Fiscal Year. A partial fiscal Year between the end of the last full Fiscal Year and Termination of this Agreement shall, for purposes of thus . Agreemext, constitute a separate l"iscal Year. if Manager's Fiscal Year is changed in the future, appropriate adjustment to this Agreement's reporting and accounting procedures shall be made; provided, ho~rever, that no such change or adjustment shall alter the Term of this Agreement or in any way reduce the distr~"butin~ns of Operating Profit or other payments due Owner or Manager hereunder. "Fi~:ed Asset Supplies" means supply iteLls including, but not limited ta, linen, china, giassvvare, silver, uniforms, re~ttal golf shoes, rental golf clubs, range golf balls, and all supplies and items (which are not part of FF&E or Operating Supplies) necessary for operation of the Golf Club. 3 ~=~ n' _.~ i--~- ,,,~ ~. r - n -~ i C7 Regular Council Meeting -November 5, 2008 -Page 92 of 222 "Force 'cure Event' means any of the following events, regardless of where such event occurs or its duration: acts of ns~ture ~mcludin$ hurrioanes, typhoons, tornadoes, cyclones, other severe sous, winds, lighttung, floods, earthquakes, volcanic enigtions, explosions, disease, or epidemics}; fires and explosions paused wholly ar in part by human agency; acts of war or armed conflict; riots or other civil commotion; terrorism (including hijacking, sabotage, chemical or biological events, nuclear events, disease-related evea~ts, barobing, mz~rder, assaalt and kidnapping} or' the threat. t}tereo~ strikes or sirmitar labor disturbances; eanbargoes or blockades; shortage of critical materials or suggiies; actaon ar inaction of governmental authorities whirl: have an impact upozt the Golf Club {including restrictions an Golf Club Pauplpyee wages or other material aspects of open3lttian; restrictions an financial, tt~tsgortation or inforraatian distribution systems; or the revocation or refusal to grant licenses ar gerntits, where such revocation or refltsal is apt due to the fault of the party whose performance is to be e~rcased for reasons of the fixiraordinary Bvent}; and any other events beyrmd the reasonable control of Eh+vner or Manager, exctndirtg, however, general economic and/or market conditioxts r~rt caused by any of the events deson'bed hereart. ",Access Agreement" meaxts fiber certain A and Use Agreement dated as of September . , 200? between DM Golf Luvestrnent, LLC acrd Dove Mountain HotelCo, LLC, as it may be amended, restated or supplemented from time to tome. "Golf Club" means, collectively, the Golf Course, the Cls~bhause, the restaurant and other food and beverage areas at the Golf Site, and related facilities knows as The TtitzrCarltan Golf Club, Dove Mountain, constructed or to be constructed on the Golf Site. "Golf Clgl~ lovee" means any Person errtployvd at the Golf Club or elsewhere in connection with the Golf Club's business, regardless ofwha-the employer of sash Person is. "Golf Course" means the 27-hale first-class, semi private golf course and prac#ice facility oonstzucted or to be constructed by the Cammenc~nent Date, together with the Additional Nine Hales {if constructed). "Golf Site" means the parcel ox parcels of land descrz`bed in Exhibit A. "Gross Revenues" means alt revenues and receipts of every kind actually received by Qwner ar Manager an behalf of Owner from opesration of the. Golf Club, including, without limitation, incxtrite {from bath and credit transactions, and before comxnissio~ns} from greens fees; cart rentals; locker rentals; driving range fees; recuuing membership dues for all classes of Membership of ibe Golf Club owned by all Persons, and sums required to be included in Gzass Revenues as descrr~red in this Agreement, if any; club rentals; golf shop sales; food and beverage sales; license, lease and concession fees and rentals {not including the gross receipts of licensees, lessees, ox concessionaires}; income from vending maetrines; service charges; and proceeds (if arty} from business internxption or other loss of income insurance; provided, however, that Gross Revenues shall not include grahtities to employees ar federal, state or municipal excise, sales ar use taxes or similar.itttpositions collected directly horn patrons or guests of the Golf Club ar included as part of the sales price of any goods or services. Grass revenues shall not include initiation or other advance fees ar deposits payable upon purchase of a Membership and shall not ,; ", -p ~, t-~- ~.. ~, ~• Regular Council Meeting -November 5, 2008 -Page 93 of 222 • include cost or expense a~mbursements, shaaia~g, rebates or other paymeatts from any Affaliatc~s of Owner which own or operate other ooanpoas~ts of the Dave Mountain eomanuaaity. "Hazardous Matexials" means and includes arty substance or material containing one ar more of nary of the following "hazardous material", `~razardovs waste ;"hazardous substance", "regulated substnnce", "pdraleum.", "pollutant", "cantaminauf', or "asbestos" as such terms are defined.' in any applicable Eatvironmentai Law in such concen#ratians(s) o~r amattnt(s} as may impose cleanup, removal, anaaiitoring or other responsibility zmder the Envfromnental Laws, as the same may be amended from time to time, or which may present a significant risk of harm to gaests, invitees or eanployees of the Golf Club. "Ima>asitians'" has the meaning set forth in Article XFV. "lrnuravements"bas the meaning set forth. in Section 3.t)l. "incentive lVFana~t Pee" shall mean, with respect to each Fiscal Year during the Term, twenty percent (20'°fo) of the amount by which: Operating Profit for such Fish Year ~~ earceeds the Owner's Priority for such Fiscal Year. "laritial Teizn" has the meaning sat forth in Article iV. _ `-~' r- "lnterest mate" mesas LIBOR plus three percentage (3%) paints, with the applicablerate -~ to be set for each Aecauaating Period based an the closing rate quoted in the Walt Street Journal ry an the last business day of the preceding Accounting Pealed. • ~~ .~. "insurance Retention" has the meaaung set Earth in Section 13.02(b). - r.:J,7 -*._I "inventories" means provisions in storerooms, refrigerators, pantries, kitchens, wine cellars and bars, and on sales floors; fuel, mechanical supplies, stationery, menus and other paper products, and any other inerduaiclise tlrat is held and intended for'sale to patrons of the Golf CIub. _..... "K.ev Emnloyees" has the meaning set forth in 3ectaan I S.OI (a). "Leal 'R.ecltxirements" shall mean any federal, state, or-local law, code, aisle, ordinance, regulation or order of any gcrvernrnental authority, cluasi-govem~mental authority or agency havang jurisdiction over the business or operation of the Golf Club or the matters which are fine subject of this Agreemeaxt, iaicluding, wi#hout limitation, the following. (f} any building, zoning or use laws, variinances, regsxlatioaas or orders; and iii} Eaavironmental Laws. "Licensed Marks" aneans one or more of the marks ideratifted on ibit $ to this Agzeeraieaat, as array be amended from tame to time by Manager in its sole discretion, alone or in combination with any other mark or name. "License liee" means the annual license fee payable by Owner to Manager, which shall be equal to five percent {5%) of the gross sales price received by Owner for each Membership Regular Council Meeting -November 5, 2008 -Page 94 of 222 sold daring the Tenn, inclg, but not lirrkited ta, any Membership sold in oanneetion with the sale o€ any residence or lot within the cleveloprnent currently planned to be marketed and sold as "'I:he Residences at The Ritz-Carlton, Dove Mountain." "LIBOR" means the London Interbank O#~ered Rate for U,S. Dollar deposits for tlzr~ {3) months. . "~,;;nr Golf Club Building Expeadittn~e Estimate' has the meaning .set ford in Section 8.43(a.1. "Major Golf Clz{b Buildixn~; Ex~aenditures" shall mega the expenses necessary for non-routine, majt~r repairs, aiteratiarrs, iruprove~n~, zenewals, replacerne~nts, and additions to the t3oif Club including, without limitation, to the stracture or exteaior facade of the Clubhouse and >,aaintenance facility buildings, or #a the mechanical, elecfricel, heating, ventilating, air conditioning, pltunbing, or other portions of the Golf Club, and which major repairs, alterations, impravemcants, renewals or replacements, shall include, but not be limited to, the irrigation or , watering system. for the Golf Course and. major changes to the landscaping, greens completes, -,~ Imes of play or bunkers, as well as the design and constradion of the cart paths tee boxes ~:~ , , Additional Nine boles, together with all other exp~ditures which are classified as "capital ,..... expenditures" under generally accepted accotrnting pzinciples (including, to tha extent sa ' lding .classified, costs for design, purchasing, labor, shipping and storage). Major Golf Club Bm ~. Expesaditures shall not include Routine Capital EXpendittn~. ' "Mana>~" has the meaning-set Earth in the Preamble. tat ~o "Membership" has the meaning set forth in Section 2.05(b). "Minor Casualty" shall mean any fire or other casualty which results in damage to the Golf Glub and/or its contents, to the extent that the fatal cost of repairing and/or replacing of the damaged portion of the {}olf Club to the same c~ndiixon as existed previously does not exceed an amount equal to ten percent X14%) of the fatal insured value of the Golf Club (rovhich amount _..-. _._. -. _._. __.._shalL-in.nae~+e~ntbe_less_tlfan.Eive..Million_Uailars ($S,ODa,Opt?)). ---------........------------.------------- ` orttraee" mesas any mortgage indebtedness obtained by owtzer secured by a mortgage Lien against the Go1f.Club, including any extension ox refinancing of such mortgage. "1ylort;za~ee" means the lender or lenders holding the Mortgage. "Ton Disturbances and At~rnment A~'eement" bas the meaning set fort13 in Section,3.(l~tal. "Q~ser. atintr Profit" weans, on an a~nusal basis, the excess of Gross Revenues over the following deductions ("Uecluatians"} incurred 6y Manager-in aperatiing the Golf Club. The tern "Dedcictions" means those operating or other expenditures inourxed or paid by or an behalf of Owner in connection with the normal course t~f owning, conducting ahd operating the business affairs of the Goif Club, including, but not limited to, the following items: • Regular Council Meeting -November 5, 2008 -Page 95 of 222 • i. 'Ihe cost of on-site salaries, v;~.ges, payroll taxes, fringe benefits and related administration costs, pes~siox~-fund withdrawal Iiatri'Iities and other costs retated to Golf Club Fanployees of Manager or any of its Affiliates (including tha cost of reloc~.taon and training of TCey Employes}; ii. Adani~ative and general expenses and the cost of,all advertising and business proufation, heat, light, ppwer, and routine repairs, computer line changes, maintenance and mirror alterations treated as Deductions undea Section 8.01. including the cost of groundskceping functions, operation and maintenance of golf carts held far. rental, and operation and maintenance of related golf facilities; ' iii. The cost of Inventories, C)perating Supplies and Fixed Asset Supplies purchased for use in the op~°ation of the Golf Club; iv. A reasonable reserve for uncollectr'ble .accounts receivable as determined by •Manager; v. All costs and fees of independent accountants, attorneys and offer third parties who are retained by Manager to perforzr- services reasonably r~uired or permitted hereunder; vi. The cost and expense of technical consultants, gmfessionals and operational experts who are retained or em~ploycxl by Manager for specialized services in connection vviflr oparafion of the Golf Club and th$ cost of attendance by Golf Club Employes of the Manager at training ar~.d mower development programs designated by Manager; vii. 'The Golf Club's pro rata spars of costs and expenses incznred by Manager in providing Allocated Services as provided in Section 11.Of; w• ~.~ w. r- ,~.. ,, s~ • viii. Ir~surauce casts and expenses--as__provided_ in Sections 13.OI(bZ and I3.0 e ix. Marketing, advertising and pmmotianal expenses of the Golf Glob; x. Taxes, duties, levies, assessments or fees, if any, payable by or assessed against Manager related to this Agreement or to Manager's operation of the Golf Club (exclusive of Manager's income taxes ar franchise taxes), or Impositions assessed against the Golf Club; xi. All Impositions; xii, Payments pursuant to capital equipment leases or other forms of financing obtained for the FF&Ir located in or connected with the Golf Club; 7 • Regular Council Meeting -November 5, 2008 -Page 96 of 222 xiii. Cost of goods sold, food and beverage purchased far sale yr canswnpf3on and other inventory casts; xiv. Costs of aperat3oa of the golf shop az~d restatuant, if applicable; xv. 'All costs and expenses of compliance by Manager with applicable legal requ~reanents pertaining to the operation of the Gvlf Club; xvi. T{epairs and F.quipmea~t Reserve xvii, All of the costs and expenses {exclntling however the anal Bite Fee payable to PGA Tour, Inc.) incurned by the Golf Club or IV[anager pursuant to or in connection wifh ~e World Go}~ Championships Tournament Facilities Agreement executed on ar abort June 30, 2f3{16 by and between l'GA Tour, Inc. and Cof#anwood Properties, Inc. as assigned to the Owner, stud any successor or additional taurt3atnetrts held at the Golf Club; ' xviii. The Council Charges {notwithstanding any provision herein to the ~~Y)~ xix. The Base Managenaetat Fee and License Fee; acid xx. Such other costs and expenses incurred by Manager or Owner as are specifically provided far elsewhere in this Agreement ar are a#herwise reasonably . net~ssary for fate proper anal efficient aperafian of the Golf Club. Notwithstanding any~ing herein to fhe contrary, it is understood that the term "Deductions" shall not include: i. Debt service payments pursuant tv any Mortgage; ii. Mental payments pursuant to any ground lease of-the Golf Site, all of awr2 ICU7(3S, nor ' iii. Payments pursuant tv any capital ar equiprrtent leases with a term in excess of tvv~ty-frntr {24) mooibs, except, specifioally, any such leases far golf carts ar golf maintenance equipment used at the Calf Club or other leases entered into with the recommendation or concurrence of Manager . . "Operig , shall mean fetal, mechanical 'supplies, featilizers, herbicides, pesticides, and other chemicals necessary far•fnaintenance functions of the Goff Club; and other expensed and siuxilax items. "Owner" shall have the meaning set forth in the Frearnble. d -, rr~ ~' ~' .~ 4~ Regular Council Meeting -November 5, 2008 -Page 97 of 222 • "Owner roved Pos%tio~n" shall mean the Golf Club's Graf M~agerJDirectar, the Stigerintendentof Golf Grounds cad the Drrector of Golf Operations. . "Owng~h~ Transfe2" mesas, is one or a series of transactions, arxy voluntary or invohrzttary (i) sale, assigrunent, conveyance, or other transfer of all or any part ofthe Golf Club or any i~rterest therein ar of Owner's rights hereundea {including say lease with a term of five {5) . years or more} or {ii} sale, assigmnent, conveyance, or other transfer of a Controlling interest in Owner. "Owner's Priority' means wvith respect to each Fiscal Year (prorated for any parti$l Fiscal Year), -a dollar amount equal to the sum of (i) Six Million Two Hundred Sixteen Thousand Dollars ($6,215,000} plus {ii} eleven percent {l1%) of the aggregate amount of Major Galf Club Building Expenditures funded by Owner gursuaszt to Article VIII. With respect to Major Golf Club Building Expenditures funded by Owner and added to the calculation of Owner's Priarit~ pursuant tt> clause {ii) above, (a) surds amounts shall be included commencing with the fret (1 ) Fiscal Year after the Fiscal Year in which the project far which such capital expenditure was made is oomgleted, and (b) Owner shall notify Manager of amounts ineurt'ed by Owner and provide suppartirt$ documentation to Manager verifying to Manager's reasonable satisfaction that such amounts were duty and properly inc~nred and are customary and reasanabis with respect to the retevant c~pitat expenditure. Manager shall have forty five (45j days within which to object to arty such amounts on the basis that the documentation provided does not adequately support such costs, that such costs were not duly and properly incurred, or that sash costs are no# customary or reasonable. Thereatler, in fibs ten (t0). day period following Owner's receipt of Manager's objection, the parties wr'~l attempt to resolve in good faith the objections so specified by Manager. In the event that one ar rrzore of such objections have not been resolved as of the end of such ten (I O) day period, any such matter may be referred by either party to the Expert for resolution in accordance with the provisions of Section 20.12. ` _.- ray" ar "Parties" has the meaning set forth in tale 1'ieambie. "P son„ means and includes au ir~ividtaal {and #lae heirs, executors, administratozs or other legal representatives of an individual), a partn+~rship, a corporation, a company, a government or army department or agency thereof a trustee, a trust and any unincorporated Organization. "Preamble" means those words appearing in tt>tis Agreement preceding the recitals. "Pre-O~in~ Account" shall mean that interest-bearing account established and controlled by Manager to paid fluids furnished by Owner to lvlanager for payment of Pre-Opening Bxpenses pursuant to Sections 6.04 and 6.05 ofr this Agrecrnent. Irctexest accruing, if any, with respect to funds deposited in the Pre-Opening Account shall be sham equally by Owner and Manager. "Pre-Oneazin;~ Expenses" shall mean those expenses incurred prior to and after the Commencemerrt Date. that are necessary for the preparation of the Golf Site for operation, including, but not limited to, salaries and wages, costs of interim office .space, ~fiixniture, V rya ~~ r~ ;' .~. c:n -~a • Regular Council Meeting -November 5, 2008 -Page 98 of 222 ec}uipmerrt aaad systems, pFOfessional fees,. telep2ione e~nses, staff hiring and training casts, travel rind waving ems, c:osf's C+f entertairsment, opening celebrations and fiindions (including food, baverage, labor aan3 room ants of invitees), tlae cast of heat, light, mower ar~d clan-up expenses not chargeable to the cost of ac+~uu~ing ar caustrncting t}~e t3olf Club, advertising, public mlatiosxs and proriiotion expenses, employee benefits and meals Dior to opening, classified advertising, agency fees and recruitment casts, Pro rata costs of Manager or its Affi'iliates in performing such services including persoimel costs and expenses allocated iu a yeas --ii ,and other associated and misscellarieaus expenses. ~G~~ , signal Services Agreemes~' iiisans °Hzat +ceztain Professional Services Agreement dated as o ,, 2047 betweeai BM Golf Investment, LI,C and TheRitz-Carlton l~Irrtel Company, I;LC d/b!a Rztx-Carlton Golf, as it quay be am~ded, restated or supplemenbett from time tQ time. "Property Insurance Premiums" has the meaning set forth. its Section 13.Uifl~?. ` roe ctus" has the meaning set Earth in Section ZO.Q4(b~. "Renesval Tee"has fihe meaning set Earth in Section 4.01 ~i7. "Repairs and Bquit~ment P~tim,-.ate" has the meaning set fords in $ectian 8.02(4). `"I? enairS ar~d Fcrtiipmeait Reserve" has the meaning set forth iri Section $.02(al. "R.es~rictecl Area" shall riiean~that geographic area that is located within a fifty (50) mile radius from the front door of the Golf Club. . `~testricted Galf Facili~tY" shall mean any golf club or golf course operating under the "P.I'rz-CA~.,'roN" trade name and/or as a member of the Rnz-CARLTON System. "Rest" izieans the Repairs and F.yuipment Reserve acid the Working Capital Reserve. "Ritz-Carlton A~eearients" means dais Agreement and the Professional Services Agreement. . "Ritz-Carlton Chairs Golf Clubs" means the chain of hall-service golf eIubs and courses which art operated by Manages (or one of its Affi]iates}. "Ritz-Carlton Marks" means the word `~titz-Carlton" in gray form, tb~e Liom & Cm~cvn logo and sIl other words, trademarks,. service marks, trade names, symbols, a3ablems, logos, insignias, indicts of origin, slogans and designs {including rs~tauraxit names, lounge names, ar other outlet Harries) used or registered by Manager or any of its Affiilie#es and which are used to identify ar are otherwise used iri connettian with Ritz-Carlton hotels,. private clubs, timeshare resorts, residential properties, golf clubs, golf courses ar other facilities operated under the Ritz- Carlton name (whether registered or unregistered and whether used alone ax in connection wifii i0 ca ~.,, T ~• ~.i, r. -~ ~-- n r Regular Council Meeting -November 5, 2008 -Page 99 of 222 • any other words, tradeanarks, service marks, trade names, symbols, emblems, togas, insignias, indicia. of origin, slogans, and designs). The Rita-Carlton Marks include, but are not limited ta, the Iaaensed Marks. "Ritz-C~ltar>! St'> shall noean any one or more (as the ca~text z~quirea) of the fallowing four {4) categories of standaaxls: {i} operatianaL standards {for example, golf services offered to guests, c~ality of food and beverages, cleanliness, staffing and e~playee cxnnpensatioax and benefits, geest recognition programs and other similar programs, etc.); (ii) physical standards of the Golf Club {far example, course design, quality of the golf facilities, FF&B, and Fixed Asset Supplies; frequency of FF&E replacements, etc.); (iia') sales and anaxlceting standards (far exaanpley those related to the presentation, size, polar, quality and ~~ general appearance of any materials or means nsed to market and sell products, services or anezinberslaips with the "Rita-Carlton"' name; aid {av) teclmoiogy standards (for example, those relating to soflwars, hardware, telecon~uauc~tians, system,: security and information technology); each of such standards shall be the standard which is generally prevailing ar in the process afbeing implemented in at leasE a majoaxty of the other Ritz-Carlton Chain Golf Clubs (or relevant categories thereof; such as gaff courses forgolfcourse-specific standards), with such enhazxcements and variations as are appropriate ar necessary to adapt to the unique location of ~~ tl~e Golf Club. Reference is made #o the 1'rof~essiaaaal Services Agreement for certain specifics of , r the Ritz-Carlton Standards as they relate to the physical standards of the Golf Ctub. { ~ ,~ -~, "Routine CayitaL Expenditures" shall mean certain matins, non-major expenditures ~~ ~_o ,,- - which are classified as :`capital expendi#.ures"under generally accepted accounting principles but -~ which will be handed from the Repairs and Equipment Reserve. Routine Capital Expenditures ~ . • consist of the fallowing types of expeaaditures: exterior and interior repaintang; resurfacing ~~ building walls .and floors; resurfacing parking areas; replacing Balding walls; and miscellaneous ~ similar expenditures (all such types of expenditure$ to be in accordance with Manager's policies _~` as then generally implemented throughout the Ritz Carlton System). "Subsequent Owners" leas the meaning set Earth in Section 3A4(a)f3). "Term" means the Initial Tenn, plus any Renewal Teens, if appIioabLe. °`Terminatiion" {inetuding any form thereof, such as "T„~,e ~#g") means the expiratlan of the Term or sooner cessation of this Agreement `°Fotal Casualty" shall mean any fire or other casualty which results in damage t4 the Coif Club aad its contend to the extent that the total cost of repairing and/or replacting the damaged portion of the Golf Club to the wane condition as existed previously would be sixty percent (6U%} ar mare of the theA fatal replaceuzent cast of the Golf Chab. "Warking_Capital" means funds which are reasonably necessary for the day today operation of the Goif Club's business, including without lianitatlan, amaurits sufficient for the maintenance of golf related change and petty cash funds, operating bank accounts, receivables, payrolls, prepaid expenses, and funds required to maintain inventories, less accounts payable and aamaed current Liabilities and shall be maintained as provided in Article VII.. . ]1 • Regular Council Meeting -November 5, 2008 -Page 100 of 222 "R~orYirtg Capital Reserve" has fibs meaning set forth in ~~ 7.U1. Section 1.fl2 inter'i~rei~tion;. Unless otherwise indicated in this Agreenreart: (a) reference to, and the defrnitiou of any doarrneJrt ~tncluding this Agreement} shall . be deemed a reference to such documerrt as it may be amatded or modified from time to time; (b} all references to the Preatrtble, Recitals, Articles, Sectitms or Exhtbits.are brr the Preamble, Recitats, Articles or Sections Hereof or to an Exhibit attached hereto each of which is' incorporated herein by reference; (c} defined terms in the singular shad include the plural and vice versa, and the feminine or nt~zter gender shall include au genders as the context rsquiz~es; masculine , Y • (d} the words "herec;» "herein" and "hereunder" erect words of similar import whey ~ used in this Agreenaextt shall refer ~ this A.greemettt as a whole and not to arty particular ,~+ provision oftltis Agraeement; . (e) the headings in this Agreement are for the ~pase of reference only and do not .. limit or affect its meaning; and ~- ~, (f) all references amounts, payments or monetary terms shall rttean United States ~ I?ollars. ..r' ARTICLE II: APPUIl~iTIVi[ENT OF 1!'IAI~IAGER Section 2A1 App©intraent. Subject to the terms of this Agreement, Owner hereby ,appoints aztd engages Manager as -_ an__indepe~ent_carrtracfior with. exclusive arrthonty _ta sttpe~vise, direct and control the _. _ ._._ _ management and operation of the Golf Club far the Tetzrt of this Agreetneatt. Iviariager accents - . -- - said appoinnnent and agrees to rstanage the Golf Club during the Term of this Agreement. • Section 2.U2 I)elesa#ion crf Authority. (a) Except as otherwise provided in the Professional Services Agreement or as otherwise expressly provided herein, until rite CoFinatenceat~errt Date, Golf Club operations shall be under the strisian and control of Owner, which shall be responsible for the proper and efficient operation of the Golf Club. During such period, Manages shall have the responsibility to make recommendations and suggestions in all matters relating to the n~attagemeart and operation of flee Goff Club. Owner and Manager expressly acknowledge and agree that Owner is under eta abiigation to armply with any such recnmtxtendations made by Manager and Owner expressly reserves the right, and conftrtns its obligations, to independently make any and all decisions regarding the rnanagemen# erect operation of the Golf Club, specifically including .personnel 12 Regular Council Meeting -November 5, 2008 -Page 101 of 222 decisions, during such period, accept as's~ forth above in this paragraph.. {I>) After the Comment Rate, Coif Club operations shall be under the supervision and control of Mar-ager which, except as otherwise specifically provided in this Agreement, shall be responstble for the management and operation of the Golf Club. Unless otherwise specifically lir}lited by the terms of this Agt and the Golf Access Agreement, Manager shall have full discretion and conixol, free from unreasonable int~fce, interruptiotx or disturbance, in all matters relating to management and•operation of the Golf Glub, including without limitation, the following. charges, rcmtals and green fees; credit policies; eznployment policies; receipt, holding and disburs~nen# of fluids; ~naint~ance of bank accounts; procurement of inventories, supplies and services; promotion and publicity; memberships (subject to Sectiod. 2.0 in the Golf Club and, generally, all reasonable activities necessary far the operation of the Golf Club. . Sect3.an 2.03 Standard of Care. In fulfilling its obligations hereunder, Manager shall (i) act as a professional, reasonable and prudent ap~rator of the Golf Club, having regard to the status of the Golf Chili anti #alsia'tg into account its expertise as an operator of first class golf course facilities and (ii) at all times act in a mariner which preserves the character, standards and. regulation of the Golf Club in accordance with the Ri#z-Carfton Standards. . Section 2.04 Liceus~ and Permits. Owner agrees upon request by Mauagrr to sign applications for licenses, permits yr other instxutnents necessary for operation of the Gcilf Club. All such licenses, permits or other instrurrients shall be obtained in the name of Owner or Manager, as the Manager so decides. Section 2.05 Memberships; Reserved Tee ~"e~. • (a) Manager anal Owner togethea' shall have thg exch7sive riglYt~s) oa,behalf of Oy~r-er to sell golf Merrzberships •for the Golf Club op such #ersns and conditions, including the annual _..._ __ dues of each categozy of 1Giemberslup, as shall be recoerided by Manager-ari _apprav _ . _~ Owner, acting•reasonably. In providing such approval, Owner shall not fail or refuse to approve • ~ a Membership or otherwise discriminate against an individual because of such individual's race,. age, color, national origin, sex, mental or physical disabilities, color, familial status, or religion, . or any other reason which is prohr~i'ted under t7nited States federal, stn#e ar local law. O•wnc~ shall indemnify, defend and hold Manager harmless fronn and against all loss, costs, liability encl. iiamage including attorneys' fees and expenses, and the cost of litigation) arising out of any such disapproval of any Membership far any of the foregoing reasons. No later than #esr (l(3) days after selling a golf Membership, including but no# limited to any Membership sold in connection with the sale of any residence or lot within the development carrerrtly planned to be marketed arad sold as `"The Residences at The Ritz-Carhton, Dove Mountain' ;Owner shall notify Manager im writing of any sale of Memberships made by Owner, and• such members shall be subject to the written. policies, rules and regulations governing the {3olf Club. i3 Y ~~ ~.ri C~'t .~ ,_... ~..,~ ~• ~• n r.'.r1 (~.~ • Regular Council Meeting -November 5, 2008 -Page 102 of 222 {b) Subject t4 the Golf Access Agreement, M'anageal' shall establish a written pc+iicy pertaining to the assigtxment of t~times and the allocation and priority among all categories of memberships as to the tee-tunes and rounds of golf at the Galf Club. In. relation to ~Manberships, Manager and Owner shall mutually agree as to annual dues for such Membership(s), if any. "fib" means a inembexship for the t"rolf Glob offered to any Person, ir~chuling but net lirnitai tD purchasers of residences or lots within the develogme~rt currently planned to be marketed and scald as "The Residences at The Ritz-Carlton, Bove Mountain'.', and further including existing members of the Golf Glub as of the effective bate, if any. (e} Manager hereby grants to Owner a limited, 3aon-exch3sive, non-transferable license to use rho Lic~tsed Marks within. the Urrited States solely in connegaon with Ehe marketing and sale of Memberships under the terms and candirtions of this Agreement. Owner acknowledges mat the license hereunder is non-exclusive, and that subject to the provisions of Section X0.14 hereafo Manager and its Affiliates reserve the right to use, and iieense others to use, the Ritz-Carlton Marks {including but not limited to the Licensed Marks} in ccrrmection with the development, prarnotion, construct'tony marketing, ownership, .sale, leasintg, acquisition andfar operation of other golf courses, products or services, regardless of proximity to the Golf Site. Owner ackssywledges and agrees that.Manager and its Affiliates may exercise such rights without notice to Ownea. {d} Owner shall use the I.acensal Marks only in accordance with the Rites Ga~~ltan Standards and only is a form and manner approved in advance by Manager, 3n Manager's sole discretion. Owner shall submit for Manager's prior approval samples of all marketing and sales materials that have net been provided or previously approved~by Manager. Owner agrees tt> submit to Manager for its review and approval at least thizty (30) days before the.date on which '' such marketing and sales materials are used ar produced: if Manager, subsequent to its approvab ~! of any of the above, reasa~ably withdraws its approval, Owner shall immediately cease the use, distribution and dissemination of the subject marking and sales materials. Uwner agrees that it will not use any unapproved marketing and sales materials or commence any unapproved sales or marketing activities using #ht Licensed Marks. Ali such approval programs or marketing and _ ._ .. -- ._-- sales materials shall be produced and distrz"buted at Owner's cast and expense. (e) Owner acisswwledges that ham' and its Affiliates are the sole and exclusive owners of all right, title and interest of every kind and nature, whether by statute ar common law, in law or equity, which attach, inure, subsist or exist in the Licensed Marks, inchxding all goodwill associated therewith. All goodwill associated with the use of any of the Licensed Marks by Owner under this Agreement shall imae to the benefit of Manager and its Affiliates, and Owner agrees that it acquires no ownership ar ether rights in the Licensed Marks because of its use hereunder, ether than the limited license provided herein. Nothing herein shall be vonstrued to grant t3wnea any right whatsoever to Iiceiise or sublicense others to use the Licensed Marks, and such licensing or sublicensing is specifically pralu'bited. Sectlott Z.©6 Limitations on Manager's Autliori~; Manager shall not, with©uf Owner's prior written approval: 14 w ~~:. ~, ny .~. Regular Council Meeting -November 5, 2008 -Page 103 of 222 • (a) Enter into any lease, ficeatse or caatcession agreement far a stone, office space, tenant space, lobby space or other space at the Golf Club unless ~) the ztet incatne t4 the Golf Clab front such agreement is arttticipated #,ti be less than Teat Thousand Dollars {Sl(3,080) per year, the tsrm thereof does not exceed five (5'} years, and #be total sq:aare fortage covered by suds agreement fs less than foe hundred (SAD} square feet, or (ii.} such concession is part of a group agreement for Ritz-Carlton Chain Golf Clubs which is substantially unifor}xt in its tenrts with t~espect to such golf clubs; ar , (b} Borrow any money or execute airy flit obligation in the name and on behalf of Owner, except in connection with Trade payables for goods and services incurred. in the ordiatary course of business in the operation and management of the Golf Club in accordance with the temas of this Agreement. ARTICLE III: GULF COURSE IMPROVENL~NTS, O'C~VN'ERSHIP A,ND ENCUMBRANCE Section 3,81 l[ni~nrovements. Owner shall, at its sale cost arttf expense, construct the Golf Club on the Goff Site uatder a oonstrEtction plan. reviewed attd approved by Manager and €)wner (the "tea ,.e~men~s'~: which Improvements shelf eatsure the Gulf Club includes a minimum of twenty sever {Z7} golf holes and is completed iat a anaatner cansisterrt wi#h the Ritz-Carftoa~ Standards for gaff course and golf clubhouse design and construction, Owner s1tall Piave sole responsibility for sash Improvements, regardless of Manager's presence at the Golf Club and Gaff Site. Owner agrees and aclsnowledge$ that the Ritz Carlton Standards for the Golf Club will not be unreasonably camgromised to accommodate players' golf experience doting completion of the Itztprovemeatt~. Section 3.112 Uwi-~rshig of Golf Club. ~~ r-- ...~' ,-- Y• IZ _~ rn • . (a) Owner represents and warrants that as of the Commencement Date it shall have, and covenants that at all times. tizereaft~r during the Term it shall, tnainfairt, .goad ax£d valid, fee simple interest in the Golf Club, free and clear of any and all liens, encuaxtl3rances, ar other _ ..._.. charges, except as fc> ows: ____.. _ _ ._..._- _...__-.. .......... ......... .. 1. Easements ar other encumbrances (oilier than those described in this Section 3.Q2) that da not adversely affect the operation of the Golf Club by Manager and are not pmfubited by Serfiort 3.D3. 2. Arty Mortgage which (a) contains provisions that {i) this Agreemern shall not be subject to forfeiture or Termination aiher thast in accordance with the terms of this Agreement and the relevant Nan-Disturbance and Attonunent Agreement, notwithstanding a default under such Mortgage, and (ii) any Person acquiring ownership of the Golf Club ar other farm of control of the Golf Club as a result of foreclosure, receivership or similar proceedings shall be considered Owner's su~ccessar as Owater of the Galf Club and shall be bound by the terms of this Agreement, and (b) in aggregate with all other Mortgages ~) secures firtancittg on reasonable commercial terms, and (ii) for which the aggregate principal amounts da riot exceed seventy-five percent {75°fo} of the fasr market value of the Golf Club as of the date any amount is i5 • Regular Council Meeting -November 5, 2008 -Page 104 of 222 borrowed. Owrker ax~xl Mataager shall use all reasonable-efforts to agree on snob fair matlcet va}ue; fang agreement, either may regzrest that a real pzoperty appraises {sele~ed upon tlxe reasaaable appreval of both. Parties; the fees and expenses for which. service shall be borne entirely by Owner) mare a detemrt~inatioa of such fair market value. Maaagear shaft have the right to review and approve the terms of each Mortgage and each re}sled document to satisfy itself That each Mortgage complies with the requirements o'f this Agreement. 3. Liens for farces, assessments, levies, or other public charges which are rkot yet due or are being contested diligen#ly is good faith by appropriate proceedings. (b} Owner shall pay and discharge at or prior to the duo date any and all Lease, payments or installments of prlnapat and interest a€kd all other fees and expenses due and payable upon any Mortgage or other funded debt and shall iademriify, defend, and hold harmless Manager from azid against all claims, lasses, expenses and dama~s basex} on or arising from the failure to make such payments ss and when required. If Owner fails to malts any such payment withitt 14 days of the clue date, Manager may make such payrnenl on Owner's behalf and deduct sucdi payment from the amounts otherwise ba be paid ba or as directed by Owner pursuant to this Agreements . Section 3.03 Covenaniss Conditions and Restrictions. .~ i~ -~ r-° -~~ ~~ r:J1 f~:a {a} Owner represents, warrants and covenants that as of the Cotnmerkcement roots atkd . during .the Terra of this Agreement there 'shall be no covenants, oozkditiosts, or restrictions, . including reciproca} easement agreemeskts, aarnzaon area assessments or cost arrangetaents {ro}}e~ive}y "CCcYcRs'"} applic~bIs to the Golf Site or the Golf Chat, or the management or operation Cher®of other than {i} the Cou~noil CC&Rs and {ii) such other CC&Rs as Manager shall have previously approved is writing, acting reasonably. Owner shall not consent to or permit to exist any other CC&Rs which won}d (a} mate~ia}}y impose or purport to impose say t}nancia} obligation on tae Golf Club, {its prohr"bit or unreasonably limit Manager , from managing and operhtiag the Galf Club, (iii} allow say Crolf Club fac0:ities (e.g., parking spaces} to be used by Persons other thank Golf Club guests, imritees- or Golf Club. Employees, or (iv} materially aacl adversely affect the amount of Grross Revenue whidt the tsolf Club otherwise would'}iave ac~ievert or tire -aFrioearit of ariy fees that-#Ite Nianag'er-otl~rpvise would-I~v'e-received- _-_ - -_ _.-------._ _.. _ .____ .._ . is the absence of such CC&R~s, unless doing so is in the best- interest of the Golf Club, as determined by Manager, and provided that such CC&Rs are approved by Manager in a~ritiag priox to the imposition of such CC&Rs. (6} All financial obligations imposed oa the Galt' Club or on Owner, Manager or arty of their Affiliates pursuant to or as a result of say CC&Rs other than Gourteil Charges shall be paid by Owner from its own funds, and not front the Reserves, unless Manager has given its prior written consent to such CC&Rs and to the paymea-t of such ob}igatioas from the Reserves. Seetiazi 3.84 Non~]~istttrlg,,nce and Aftarn art cement. (a} Owner shall not eater ixtto or grant a Mortgage on the Golf Club unless the Mortgage satisfies the requit~kents of Section 3.02{al(2), above, or each Mortgagee, Ovruer, and ]6 Regular Council Meeting -November 5, 2008 -Page 105 of 222 the Managex enter into an agre+"merrt ("Non: Disturbance and Attorrtment Agreement"} reasonably satasfac~ory in ail respects to Manager and such Mortgagee, which shall be recordable in the jurisdiction where the Golf Club is located, pursuant to which: 1. This Agreement sad any extensions, renewals, replacements or modifications thereto, and all right and interest of Manages in and to the Golf Club, shall be subjerx and sttbardinate to such Mortgage; and 2: If retained by a Subsegrres~t~Owner {as.defined below), Manager shall be f obligated to each of the Subsequent Owners tQ perfarnt all of the teens and cotxditions of this Agreement for the balance of the remaining Terttr, with the seine force and effect as if such Subsequent Owner were the Owner; and 3. In the event that there is a foreclosure of such Mortgage (or a deed in lieu of foreclvstxre), or other exercise by such Mortgagee (or its successor) of its remedies in the event of default, in connection with. which title or possession of the Golf Club is transferred to the Mortgagee {or its designee) ar to a purchaser at foreclosure or to a subsequent purchaser froze the Mortgagee (or from its designee) {all of the foregoing shall collectively be referred to as "Subsequent Uwners"), Manager shaA not be disturbed irr i#s rights under this Agreement so long as no 8vent of Default with respect to Manager hereunder remains i3ncEtred as provided in Section 17.i?l: and 4. Manager shall provide the Mortgagee vrith customary notice and opportunities to cure any defi3utts of Owner u;rder this Agreement, Manager will agree to enter inter a new set of agreements with ~ Subsequent Owner if the Agreemen# is terurinated by bankruptcy rejection or other operation of law, Subsequent Owners s1saII bear no liabfiity for any prior accrued defaults of Owner or deferred fees or liabilities of Owner, and Manager shall agree to such other utudestakings as are then customary in nondisturbanoe and snbordinatian agreements between golf club operators and institutional mortgage lenders; and ,.~. r ..,. .~ ~- ~. R~ ~:~. 5.. If any Mortgagee of Owner shall request in writing copies of any. and ail fittarreial or other infornration .which Manager, pursuant to the terms acrd provisions of this ~ ~ ~ ~ g--__ _. t.......- ement; _.is o li _ ted to deliver to Owner _ Msna -er shiali _delivei "sariie to -tliEe Ivli~rC a as __ ._ _ .... often as the Mortgagee inlay reasonably request. Manager shall allow, upon request of Owner, arty Person designated in writing by the Mortgagee to examine, audit, inspect and copy all Golf Club records; and ~. Manager will not unreasonably refuse to conseztt to any requested rttodifications or amendments to this Agreement if required by a proposed Mortgagee as a condition to making a mortgage .lost} to Owner on its interests in {Golf Club, so long as such zrzodification or amendrrE.ent does 'not diminish #Ire fees or reimbursements becoming due to Manage!- or its Afltliate under this Agreement, aml does not otherwise materially and adversely affect Manager`s or its Affiliate's rights and interests under this Agreement. (b) In the event that the Non-Disturbance and Attoinntetrt Agreemenrt contains provisions requiring Manager (upon a default under the Mortgage, or upon various other I7 • Regular Council Meeting -November 5, 2008 -Page 106_ of 222 stipulated conditiaaas•} to pay certain amounts which are otherwise doze. to Owner sander #his Agreement to the Mortgagee oz .its d~signes {rather than to Owner}, Owner ]zereby gives its coast to such provisions, which ooaasea# shall be deemed #o be irrevocable nntd the eaatire debt secured by the Mortgage lass be~a discharged or the Mdrtgagee rescands the direction. (c} Maaagsr'agrees to execute the Non-I)is#urbance and Attommeaat Agreement far the benefit of the proposed Mortgagee, If Owner encurmbers tlas Golf Chab with a Mortgage c°c~ without f rst obtaining such aNan-Disturbance and A~ornmc~t Agraeaneflt from the Mortgagee, ; ~ it shall be an Event of l?efasalt caaased by Owner under dais Agreement, entitling Manager to all z' of the remedies set forth in Article XVII. ldotvaithstaading floe foregoing, Owner's failure to ~.i obtainstag aNon-Disturbance and A,ttoa~ment Agreerneiat from the Mortgages after floe exezcdse r`° of reasonable and diligent efforts, however, shall not be as 13verrt of Defau]t so 'long as tine -". Mortgage satisfies the requirements of Section 3.02fa1(2l. ~~ (d) Every Non-Disturbance end Attornment Agreeaneut shall be a~egistered or ~ recorded promptly in the jurisdiction where the Golf Club is located if such registration ar recording is or becomes perlnissfble, - '~ Secfioaa 3.OS Im3wsfifoaas. All Impositions shall. be paid by O~waaer before any fans, peuaIty, ar interest is added thereto or lien placed. upon the Golf Club oz this Agreement, nnless payment is being contested diligently in good faith by appropriate. proceedings and enfor~nent is stayed In tl-e event of • such contest, Owner shall periodical]y inform and sorasult with Manager regarding developments is and resolution of each such contest. Within the earlier of thirty {30} days after payment ar carnpletian of each such contest or three {3) days following a request by Manager, Owner- shall deliver to Manager copies of official tax bills sad assessments end evidence of payment or contest of such bills and assessments. • . Sectiean 3.06 Uneatcnaaabered Manag,,eaaaeaat aaa+~ Proteciiaa2 of ltfshts. Owner covenants that (i) Manager shall gsuetly hold, occupy, and enjoy the Golf Club __ _.-.... _ _ -..._.._...thtoughaut-the Term.-free from:hindrance,ejeakion,ar-molesta#iau-by-Owner:or--any-otber..kerson ......._ claiming under, through, or by right of Owner, {ii) Owner shall tape all coaxfinercially reasoaaab]e actions to safeguard and protect the rlgltts and privy'Ieges conferred on Manager by this Agrcetraent, anal (iii) Owner shall neither (a) take action nor {b} refrain from taking aetsaa required by this Agreement, which may infringe or prejsadice such tights and privileges of Manager unless so requited by any law or by a court of competent jurisdiction. Owner covenants to pay and discharge all payments and changes and #o prosecute at its expense all appropriate actitons, judicial or otherwise, necessary to assure such flee and quiet occupation and to safeguard and protect such rights sad privileges of Manager. Excep# as specifically provided in this Agreement, 4)waxez and its agents shall not interfere with the operakan'of the Gaff Crab or the rights of Golf Club guests, 9nvitees, licensees, lessees or concessionaires. Sedaton 3.0'1 Comtnifaace. • !8 Regular Council Meeting - t~iovember 5, 2008•- Page 107 of 222 • Manager shalt use reasonable conrmemial efforts to comply with all applicable laavs and regrttatians pertairwig to its operation aucl znanag~.ent of the Golf Chit; however, Manager. shall have the right {but not the obligation} is its reasonable discxetion to contest by appropriate proce~ings any such laws and regulations. All cos#s and exposes of c~nnpliance ~ conttest shall he considered Deductions. ARTYCLIiy I'V: TLRA~ AND T~NAT~ON Section 4.Q1. Tenn. (a} The initial term {"Initial Term.' of this A,greennent shall ~mmance upon the Effective Date and, unless sonnet terminated as herein provided, shalt continue thereafter through December 31~ of the year that is~ the thirtieth (3t1~} full Fiscal Year after the Commeaeernent Date, subj~ to earlier Temuna#on as provided in this Agreement, and subject to fiazther extension as provided in Section 4,OIfb1. {b} Upon fhe expiration of the Initial Tenn, ttae Term shall be extended for two {2} additional, successive tea (it}} ' periods {each such additional period, a "Renewal Term°'} unless, not less than two hundred forty {24U} days prior to the. expiration of {as applicable} the Initial Term ar the end of such first Renewal Term, Manager has given written notice to owner of Manager's election to not extend. Any such Renewal Term shall be automatically effective without any amea~dment hereto, but Owner and lvlanager shall execute and deliver any supplements to this Agreerne~ which either shall reasonably request to evidence any such Renewal Tearn. m ro «, ,~- ~' r- ,... n -c ~. .~. • 3ectlan 4.112 Ter~tation. (a} Except upon an Event of Default {as described in Article XVIII or as otherwise expressly provided herein, neither Party shall be entitled t'o Terminate this Agreement at any time prior to expiration of the initial Tenn (ar any Renewal Term}. . _._-.. _ _ __.._.. _. _ ..._......._.(b}..._........ _.Friar. to-.any..Terminaiian,. C}wnet shall- relay to-Nfanager.. the a~nounts,._if .any,....that.-----_.._ ._-....--_._.__............_. Manager has funded through sash date pursuant to the provisions of this Agreement and that remain outstanding and payable to Manager (plus any interest clue thereaa}, if Owner does not make such repayment, Manager shall have the right to withhold sad retain such amounts from any Working Capital or other funds held or controlled by Manager with respect to the Gotf Club. ARTIICT~E V: C4MFENSATION ©F MANAGER In consideration of services to be per armed during the Tenn of this Agreement, Manager shall receive each Fiscal Year, the following oompeasatian: Secttau S.OI Management Fee, i9 Regular Council Meeting -November 5, 2008 -Page 108 of 222 (a} In consideration of services to be performed during the Term of this Agreement, .Manager shall retain eaeti Fiscal. Year, as its managem~lt fee, an amount equal to the sum of the Base Management Fee and, if applicable, the Incentive Management Fee. (b) 'Ihe Base Managenne~t Fee may be retained by Nlanag~ at the end of each Accounting Period during the Temc, and the Incentive Management Fee, if applicable, shal•1 be retained by Manager at the end of each Fiscal Year during the T'eim. In the event the final Aecatuiting Period does nvt include enough retained income to pay the full Base Management Fee, Owner shall pay to Manager the total outstanding Base Management Fee no later than thirty {30} days after the cancdusion of the Fiscal Year in which the Base Manag~.nent Fee, if any, was earned by Manager: Manager may~retain tI~ Base- Mars~gement Fee in advance of paying any othea creditors of the Golf Club. Section S.U2 License F`ee. In consideration of the license granted pursuant to Section 2.05 of this Agreement, Owner shall pay to Manager the License Fee. The License Pee shall be calculated •on a Fiseal•Year basis, but shall be payable monthly, on or before the twentieth (20th) day of each calendar month for Membership sales which closed during the immediately preceding calendar month. Sec#nn 5.03 Accountxng and Interim Payment. {a) Witbitt twemty {20) days aft the close of each Accouunting Period, Manager shall submit an interirrt accounting to Owner sheaving Gross Revenues and distnbutions thereof Adansger snail transfer with each. accounting any interim amounts due Owner and shall retain only: 1. The Base Management Fee due Manager; 2. Any amounts necessary tts maintain Warkir~g Capital at the level specii'xed in Secti4a 7.01 of this Agreement; and 3. Any amounts necessary to nzai,ntairz the Repairs and Equipment Reserve at the level specifted in Sec#ian 8.t}2 of this Agreement. (6) 'Calcula#ons and payments of the Base Management Pee, Incentive Management Fee and distributions of Operating Profit made with respect to each Accounting Period within a Fiscal Year shall be accounted for cumulataveIy in each Fiscal; Year. Section S,{kl Taaces. Owner is responsible for all taxes {other than lv.Eanager's ineomde and firancliise taxes3 which maybe due to heal or national authorities as a result of the foregoing compensation and payments to Manager shall not be diminished ti~ereby. Specifically, Owner shall pay all sales, value added or goods and services taxes levied an any compe~nsatian ar reirnbursemezxtS payable 20 m r ~- ~;' .~,. f,(~'~ Regular Council Meeting -November 5, 2008 -Page 109 of 222 • to Manager pursuant #Q ii3is Article V. gush sales, vaixie added or goods and services taxes shall be payable by Cfwxier to ~ togefher with the payment to which it relates:, Where Owner is legally entitled to pay such sales, value adder or goods a~ services taxes directly to the applicable government authority, Owner shall be permitted to make such payment directly; pmvided, however, that Owner ~ provide do Manager writt~ proof of payment of such tax. AR'T`ICLE YI: OPENING Secatiion 6.01 Golf Club Opel The project Couuneneement Date shall be set forth in time sehedales which will be mutually approved by Owner and Manager pursuar3t to this Agreement. Owner agrees that on the Coinmenc~tnent Date there will b$ no ongoing construction on any portion of the Golf Club which would n:raterially adversely affect access to any part of the Golf Club or which would otberwise rnatearially adversely limit, restrict, disturb or interfere with Manager's operation of the ~+ Golf Club iar accordance with its usual standards; unless a8reed to or approved in writing by ~- Manager irY advance. lf, as of the Gomrrteneement Date, there remain to be completed minor unfinished "pucch list" items or installation of incidental FF&E and supplies, which preclude ri~ reesorrabiy Manager from operating the Goif Club in accordance with the standards of this -~, Agreement, the Commencement Dais shall not be delayal for such reasons so long as Owner ,~, agrees to prorriptly finish surd items. ~~{ Owner and Manager recognize that Manager roust unmdertalce n activities in advance of the Cornxr~.encement Date so that the Golf Club can ~Znetion in an appropriate and orderly manner on tine Commencement Date and during the first Fiscal Year. Accordingly, Manager shall: Seet~an b.02 Pre-OpenhZa Activities. • (a} Recruit, #araia and employ the staff rewired far the Golf Club; {I?) ............._Negattate.concession_contracts_and leases for the Golf _... (c} Uadertakepre-opening promotion and advertising, including opening calebratiorts and related activities; (d:} Test arid, if necessary, implement mlodificaiions of the Golf Club operations; (e) For a period ending not later than sixty {bp}days after the Commencement Date, rr~ake provisions to provide a task force of personnel to supervise and assistthepre-opening and opening operations, all ax Owner's sole expense; (f) Apply for the initial licenses and penx3its required for the operation of the Golf Club; and z> Regular Council Meeting -November 5, 2008 -Page 110 of 222 (g} In general, render such other rx~iscellaneaus services incide~rtal to the prepszation and. organization of the Golf Club's operations a3s maybe reasonably required for the Golf Club to be adequately staffed and capable of management an the Connrnencement Date and during the first Fiscal Year, including development and implementation of marketisig and sates progras~e5, accounting end b3ldgabng coniarols a~ad similar operational items. Seitian 6.03 Pre-Ouen~.~ Exnexeses. Manager shalt prepare and submit to Owner, for Owner's review and comment, $ budget containing an estimate {ar revised estiriiates, as the case racy be} of the total Pre-Opening Expenses. Manager shat] consider Owner's comments to such budget(s) in'good faith and implement such eonsments where appropriate, in Manager's reasonable disra~etion. In the event Owner and Manager fail to mutually approve such budget, then the matter shall be referred for determination by the Experts pursuant to Section 20.12. lathe event the Cammencernent Date is delayed or postponed from the original date established therefor, such ~Enates shah be subject to revision to reflect any increases i~- Pre-Opting Expenses occasioned by such delay ar postponement. Owner shall •notify 1V.tanager in advance of any :impending delay or postponement of the Commencement Bate f4 enable Manager {to the extent reasonably practicable} to reduce the increases in Fre-Opening Expenses occasioned thereby. It is understood, however, that to the extent that such a delay or postponement of the Comrnea~cement Date causes increased Pre-Openinrg Expenses that cannot reaso~aably be avoided, Owner shat! promptly pay such increased 1're-Opening Expenses regardlea~ of the fact. that s~ delay or postponement maybe the result of Farce Majeure. Far purposes of the precaeding seat~ee, the germ °` n~eased Pre-a ` ~, Expenses" shall inchide all otit of pocket cancellation penalties in the event Mager must cancel reservations made far guest roams, meeting roams and oar facilities as a result of such delay ar pastpaaeanent of the Commencement Date. Manager shall use reasonable efforts to implement all pre-opening activities in an efficient, business-ldce maxm~ sa as` to maximize the efCectiveuess of such activities and the spending of the budget for the Pre-Opexrisig Expenses. Section 8 04 Funding of Pre-Uueriiu¢ Ex~oenses. Pre-Opening Expenses shaft be borne solely by Owner. Owner shall furnish Manager with funds required by Manager for Pre-Op~ing Expenses {i) in the amae~,t~ts and on the dates required, as shown in the pmjectians contained in ar furnished by Manager in conjunction vyith the Pre-Qpes~ing P~tpenses budget, and {~i} 3a such other amounts and an such other' dates as may be specified by Manager in any arnea~dments to the Fre-Opening Expenses budget, subject to OwAer's continent speoi$ed in 5egian $.03. above. Such amounts shall be deposited in the Pre-Openning Account. Section 6.OS Use of Funds ib Pre-Daeniu>~ Accamnt; Accounting. Manager shall use the funds in the Pre-Opening Account to pay subsequent Pre-Opening. Expenses and to reimburse itself for previously incurred. Pre-Opening Expenses. At the time of delivering to Owner any revised, estimate of Pre"Opening Expenses, Manager shall also deliver an accounting oi' any funds expended #a date for Pre-Opetting Exp®nses. Vdithin one hundred 22 ~.t'7 r-- ~~ . ~` ~-~ ~. .~ r.;~l ~,, Regular Council Meeting _ November 5, 2008 -Page 111 of 222 • and twenty {120j days after the final expeaaditure of funds for T're-t~peming Expenses, Manager shall deliver to Owner an itemized aacoustting of fiords so expended slang with paymestt to Owner of all remaining amounts in the Pre-Opening Account that have not been spent by Manager. Tf, fallowing the Coutmetc~xnent Date, Owner has failed to provide finds for Fre-t3pening Expenses in arcordane~ wifh Manager's es~mates ar actual expenditures, Manager shall have the option to deduct such amannts (plus interest from the date of expenditure until repayment to Manager at an annual rate equal to the Irstaest Rate} from Bross Revenues. Section f16 6 Baste Prflttcfules RegaJndia~ Pre-~Onenias Exaertses. Notwithstanding anything in this Agrert contained to the contrary regarding Pra- Openistg Expenses and the funding and use of fending therefor, it is ar.~towledged that the Owner shall be consulted and. given full oppoxEunity to acquire goods and services specified by Manager, acting reasonably, far the Coif Club. ' ARTICLE VII: CAPITAL; FIh~I] ASSET SUPPLIES Sectiast 7'.01 Working, Capital. (a} Not later titan the Camsnencanertt Date, Owner shalt provide the funds necessary to supply the Golf Club with Working Capital, as requested by Manager and approved by Ownea~ at time of budget approval. Owner shall front time to time dtereafter promptly advance, upon request of Manager, any addi~onat funds necessary to maintain Working Capital at reasonable levels necaessary to satisfy the needs of the Golf Club as its operation may from dine to time require {the "~gl~ Capital Resserve"}. 1 fte lever of initial Working Capital Reserve shall be part of the Golf Club's initial budget and, fxom and srftex the Commencement Ibate; the amount o~ Vyorlang Capital Reserve shall be xnaixr#airaed at alt times in an amount not less than au amount reasonably approved by Manager acid Owner. Working Capital so advanced shall retttaitt• the property of Owner throughou# the Term of this Agreement. I,Tpnn Termination, all unused fiends in the possession of Manager, including witlwut limitation. any of its natured Working •Capitai, shall be immediately retuxaed to Owner, subject to Manager's retention ~of any amounts earned by Massager prier to Tesmistatian, but not yet paid to Manager.. (b) Upon Owner's failure to sstaiutain fhe Working Capital Reserve in accordance with this Agreernesst, Manager shall have-the righ#, at its optioxt and without affecting Msnag~'s other remedies under this Agreem~ty to either (or both} (i) withdraw an amount equal to the additional Working Capital funds requested by Manager from distn'butions of fiords otherwise due t4 Owner, andlor {ii} lend to Owster suds amounE from Manager's own funds {tivluch loan shall (x) bear interest at an annual rate equal to the Tnterest Rate, and (y) be repaid from distributions of f Inds otherwise due to Owner or, if net fully repaid prior to Termista~oat, pursuant to the provisions of Secrian 4.02E b)). Section 7.02 Fixed Asset Suunlles. On or before the Commencement Date, Owner shall provide the funds accessary to supply the Gaff Club with Fixed Asst Supplies as determined by Manager to be necessary to 23 Regular Council Meeting -November 5, 2008 -Page 112 of 222 r r r_. C1 t`$~ `~ ~' ~. C. ~. c~ U:J r3', '-i -~~ ~- M+~ n. -e ~: .~:. r:;,f1 ~~ • :7 operate the Gotf Club in aniance with Rit~•Carlton Standards, and shad from time to tame thereafter lp'dy ~' upon request of Manager, any additional funds necessary tc> maintain Fixed Asset Supplies at levels determined by Managerr to be necessary to satisfy the needs of the (Ioif Club as its operation may from time to Buie require. Fixeal Asst Supplies shall remain the property of Owner thranghout the Term of this Agreement, except far any Fixed Asset Supplies purchased by Manager with Manager's separate funds for its own aacawrt. The amount of funds necessary to supply the Golf Club with Fixed Asset Supplies shall be part of the Golf Club's budget and shall be mutually agreed upon by O+amer and Managex; provided, haweves, that in no event shall such ids be less than the level requiz~ed to maintain the Galf Club in ca~nptiance with Ritz-Carlton Standards. Section 7.03 ~&E. Prior to ar on the Cammla;-ceme~tt Date, Owner shalt provide necessary and acceptable 1~17&E, which, in Manager's opinion, is needed to operate the Golf Club in accordance with Ritz- Carlton Standards. Tn the event of a disagreement as to whether the rectuesteci Fl`&E is necessary to operate the Golf Club in ac~ardance with Ritz-Canton Standards, either Party may refer the matter to the Expert in acoordat-ce with Section 24.12. Manager shall itemize such FF&E as part ~,~, of'die Pre-Opening Exposes bndget{s) submit#ed to Owner pursuant t4 Section G.{33. fi - _ -~ AR'1''1rC'~.E V'xXI:12~1'AIltS, MAiNTEN'ANC'.E ANb REPLACRMENT~ r- Section 8.OI Routine Repairs and Maf~tensnec. .... Manager shall operate and maintain the Golf Club in good repair and condition and in -~ conformity with applicable taws and regulataans and shalt make or cause to be merle such rarrtine ~ maintenance, repairs and minor alterations, the cast of which can be expensed under generally c:.i~ ~aceepted accounting principles, as it, from tune to time, deems necessary far•such purposes. The ~ cost of such maiII.tenance, repairs and alterations shalt be paid from Grass Revenxxes. - Section~&.02 Repairs aud.l+,ctufiumentReserye. {a}.. Malinger shall._establish aA escrow reserve account {"Repairs -and Eau2Um~t _ ......_ ... _ _ ._ _ _... . Reserve"} to cover the east o~ l . Replacanents and renewals bo 'die Golf Club°s FF&E; and 2. Certain routine repaus and maintenance to the Golf Club which are normally capitalized under generally accepted aeooun#ing principles such as exterior and interior repainting, resurfacing building walls, floors amt parking areas, and the like, but which are not Ma}or Golf Club Building Expextdiiures, the cost of which are Owner's sole responsibility under Section 8.43. {b} Subject to the provisions of subsection (e) below, during the period o#'time from the Commencement Date through the expiration ar sooner Termination of the Terns, It~Iaaager shall transfer into the Repairs and Equipment Reserve such amounts so that (here shall be paid za Regular Council Meeting -November 5, 2008 -Page 113 of 222 into the Repairs and Equipment Reserve the fr?llowing percentage of Gross Revenues with respect to each month, begirming on the ftrst day of the month fallowing the month in which the Go~namencement Date occurs: Perceatag~e of Month Grass Revenues l-l2 3.0 I3?A- 4.0 25 and thereafter 5.4 (c) Manager shall h©ld the Repairs ~ and Equipment Reserve in an interest bearing account for the benefit of Owner and, in conjunction with presentatiaia of the Atmual Operating Projection, shall re~mmend use of the funds far: 1. Replacements and renewals to the Golf Clubs' F~&E; and 2. Repairs to the Golf Club of the nature descn'b~ itt Secti.©2fa)!2). as it w ~' deems necessary, up to the balance in the Repairs and Equipment Reserve. At the end of each i-~~ Fiscal -Year, any amounts remaining in the Repairs and Equipment Reserve shall be carxied ,_,:,. forward to the next Fiscal Year. Prac3s from the sale of FF&E uo longer necessary to the °-~ routine operation of the Golf Club shall be deposited in the Repairs and Equipment Reserve, as ~. shall any interest which accrues an announts placed in the Repairs and Equipment Reserve. . ~ ~• (d} Manager shall prepare and deliver on each Budget Data, fort Owner's review and -~ comment, an estimate ("Re,~airs and F,quininvnt Estimate"} of the expenditures necessazy far: ~. It ReplacetnetYts and renewals to ~e Golf Club's FF&E; and . 2. Repairs to the Golf Club of the nature described in Seetiot~ 8.02(a)f2). . duruag the eizsuing ~sc:al Year and shall submit such Repairs and Equipment Estimate to Owner at the same tune it stabinits fine .Annual Operating Projection described in Section 9A3. _ _.. _ . Owner shall have meanie consultation r is with _r to ttie R 'rs _~.tid ..meat ~ ~ aspect _ Estimate, and ivlanager shall in good faith give due consideration to any suggestions or comments from Owner with respect to the Repairs and Equipment Estimate. , (e} The peraerftage contributions for the Repairs and Equipment Reserve described in Section 8.tt2(b} are estimates based upon Manager's current experience with other gaff course facilities it owns ar operates. As the Golf Ciub ages, theme percentages may not be sufficient to keep tl~e Repairs sad Equipment Reserve at the levels necessary bo make the xeplaeements and renewals to the FF&E, ar to make the repairs to the Golf Club of the nature described in Section 8.02Fa 2 wl+~~ arre _*equired to znairstain it as a first class facility, ar may prove excessive for such purpose or in excess of the amounts available ~ therefor, if any Repairs and Egaiprnent Estimate prepared in goad faith by Manager exceeds t3~e available funds in the Repairs and Equipment Reserve, and Owner fa~'Is to agree to a request from Manager to increase the amounts reserved or make slump-sum contribution for sctch purpose which Manager believes is 2s • Regular Council Meeting -November 5, 2008 -Page 114 of 222 nece~ary m amtinue to operate the Calf Club. as a first -class facility (as contemplated under this Agreeixsent} within a sixty{64} day period after Manager's request therefor, such refusal shall be referred to Expert in accordance with . Section 8 03 Golf Club Alteratiorss~ Brave ~, ReAew~s and Iterslacements. (a} Manager shall prepare an annual estimate (the "Major Golf .Club Building' enditure Estima#e~~ of the expei:ses neoessary for.' Major Golf Club Building Expendittitres. Owner shall have thirty (3U} days afteyx receipt of the Major Gaff Club Building Expenditure . Est'unate to xeview and approve such Major Golf Club Building Expenditures, it being agreed that, except as set forth below, owner snail not withhold its approval with respect to Major Golf Club Building ~,xpenditures as are required to keep the {fold Club is a competitive, efficient and econorxsical operating condition in accordance with the Rit~Carltan Standards, or` as .are otherwise required, in Manager's reasonable judgment, for the c~rttirsued safe and orderly r operation of the Gaff Club. Igatwitl~g any other provision herein to the eorstrary, {)weer rssay withhold its approval in its sale and absolute discretion with respect to any lvfajor t3alf Glub Building Expenditure for any expansion of the Cfolf Club, or for any major alteration, Asa replasaement or addition to the Golf Club that fundamentally differs from Ilse original overall ~. design of the Golf Club, ox to the construction of the Additiar~l i~Tine Rotes. In the everrt _ Owner disapproves any partfon of such Major Gaff Club Building Exparditure Estitrsate (other ~. than the exceptions set forth above}, .owner shall provide Manager in writing with the specific reasons for its disapproval vrithin such thirty (30} day pe~riad. Thereafter, in the twenty-five {25) ~., • day period following Manager's receipt of Owner's disapproval, tfse parties shall att~npt to rx resolve in good faith any abjedians so specified by Owner, and Manager shall provide Owner with a narrative analysis of the business rationale far the Ma}ar Golf Club BurTding Expenditure , which Owner has disapproved. In the event that one ar mare of such ob}actions have not been resolved as of the end of such twersty-f ve (2S~ day period, any such matter (except a matter as to which owner retains sole discretion as provided in ti»s Section $.03(c)) may be referred by either party for resolution by the Expert in accordance with the provisions of Section 2.(}.IZ. In evaluating whether the proposed Major Gaff Club Building Expenditure that Owner has objected to is requjred to keep the Goff Club in a competitive, efficient and economical operating condition.in accordance with the Ritz-Carlton Sta~iard, the Expert shall consider, among other........ things, whether or not the proposed Major Golf Club Building Expenditure will provide a reasonable rate of return. to Owner. Fendittsg a decision by the Expert, ]±Jtanager may proceed with the inaplesnentation of any portion of such Major Golf Club Building Expenditure Estirrsate that is not subject to dispute. It shall be an Event of F3efault by Owner if Owner (i} faits to provide funding for any Major Goff Club Building Expenditure that ownear bas approved within • one hundred twenty {l2(l} days after the subnlsissian to Owner of the Major Cxalf Club Building Expenditure Estimate requesting such Major Golf Club Building Expenditure, ar (ii} fajls to provide funding for any Major Golf Club Building Bxpendittrre determined necessary by the Expert within ninety (90}days alter the determination by the Expert+ (b} Notwithstanding Ilse provisions of Section 8.{33(c). Manager shall be authorized to take appropriate remedial action ('including making any necessary. Major 4alf Club Building Expenditures} without receiving Owner's prior approval in the following circumstances: {i} if there is an emergency threatening the Golf Club, ar the life or property of its gpests, invitees or 26 Regular Council Meeting -November 5, 2008 -Page 115 of 222 employees; (u'} if the Major Golf Chi Building Exditures are necessary bo satisfy a Legs1 Requit~exnen#; ar (iii) if the continuation of the given condition might subject Manager and/or Owner to civil ar ~iunal liability. Manager shall cooperate with Owner in the pur~tit of any such action and shall have the right to participate therein Owner shall, upon written request by Manager, promptly reimburse ail expenditures madt by Manager pursuant tv this Section 8.03tb1. (c) Tlxe~ cost of all Major Golf Club Building Expenditures (including the expea~ses irrtccurred by either Owner or Manager in connection v~ith any evil ar ~l proceeding described above} shall be borne solely by Owner, and shall not be paid from Gross Reverxues or from the Repairs and Equipment Reserve. The amount of Major Gaif Chub Building Bxpenditures funded by Owner pursuant to this Section. 8.U3 shaA be included in the ealeulation of Owner's Priority, as set Earth in the definitions of such terms. (d) Owner shall have the right to manage any approved Major Galf Chub Building u, Expenditure. Sectioa 8.04 Liens. ~ ~~A. ~.,~~ r~ Manager and Owner snail use #heir best efforts to prevent amy liens from being filed ~'` against the Gvlf Chzb which arise from any maintenance, repairs,, alterations, improvements, renewals ar replacements in flr the Golf Club. They shall cooperate fully in attaining the release of any such. liens, and the cast thereof, if the lien was not occasioned by the fault of either Party, ~, shall ba treated the same as the cast of the matter hi which it relates. If the lien arises as a result • r~ ° of the fault of either Party, then ~e Party at fault shall bear the cost of obtaining the lien release. '= ' Sed3an 8.05 Ownexslxii» of Replaeenuents. All repairs, alterations, improvements, renewals or reglaceanents made pursuant to this Article VIII or otherwise shall be the property of Owner. Any removable personal property purchased by Managex with Manager=s funds, shall remain the proper-ty of Mae~ager, and tray be _. _ _ ... __..._ xemaved from the :Golf Club t;ptm tie expiration or sooner Termination of the Term. _ ARTICLE IX: BOOKXEEPING AND BANIK ACCOTJNTS Section 9.01 Books sled Rettiards. {a) Books of control and account shall be kept on the accaual basis and in accordance with generally accepted accounting principles, with the exceptions provided in this Agreemen#, if any. Such books shall be maintained at the Golf Club, and Owner may during Manager's normal business hours examine and copy such records at Owner's expense. Within sixty {60) days followixxg t'~e close of each Fiscal Year, Mares shall ft.~ish Owt`er a sta~ent in reasonable detail summarizing the Golf Club's operations for surh Fiscal Year and a certificate of an autharixed representative of Manager {such as Manager's Division Controller) certifying that such year-end statement is true and carrect< 27 • Regular Council Meeting -November 5, 2008 -Page 116 of 222 (b} VVitbin. fbirty (3Uj days after the end of each Acco>~:ting P.od, Manager sl•~all deliver to Owner a statement in rea~nable detafl summarizing the E~ol$ Club's perfvrmaace for the Fiscal Year to date, with cash flow projections for fhe next'six months, a comparison agpinst budget, analyses of any significant deviations from budget, a monthly balance sheet for the Golf Chub, and such other information as Owner may reasonably request. {c} Manager shall cooperate fully with Owner's auditors, representatives, or independent •auditors retained by Owner in the cor~l~etct of tl~eh• examination of the books and records. Section 9,42 Golf Club Accounts, Ea~nendit>zres, {a} All funds derived £mm operation of the Golf Club ar otherwise held by Manager hereunder on behalf of Owner or the Golf Club {Including, without iiniitation, the account in which Manager has deposited the Working Capital provided by Ovvszer pursuant to Section ?.Ul anti the Rt~pairs axfd Equipment Reserve maintained pursuant by Section S.t72) shall be deposited by Manager in Galf Chzb bank accounts. • (b} Withdrawals from said accounts steal! be made by representatives of Manager whose signatures have been authorized. Only designated representatives of Manager shalt have signatrree authariry over all accounts maintained by Manager herder. ' {c} All payments made by Manager hereunder shall be made from autl-orized bank accoun#s or petty cash fiznds. Manager shall not be required to make any advance or payme>at to or far the account of Owner except out of such fixnds, and Manager shall not be abliga#ed to incur any liability or obligation far Owner's aecoiuat without assurances that necessary funds for the discharge'therelrf will be provided by Owner. Debts and liabilit5es incurred by Manager as a result of its operation and management of the Golf Club pursuant to the tern3s hereof; whether asserted before or after the Termination of this Agreernerit, will be paid by Owner tie the extent funds ors not available for that purpose from the operation ofthe Gotf Glut. T'~i r ..~ -~ T-- ~t Section 9.43 Annual Olperatin~ Prvleetlvn. . Manag~ei• shalt submit to Owner far ifs review and approval not later than the Budget Date of each Fiscal Year an "Anmzal O,P~ating Projection" {sox~rzetinies he~resn. referred to as t13e "aimual budget" yr the "b_ ~et'~ for the next succeed'mg Fiscal Year in accordance with Ritz-• Carlton Standards. Such projection shall set fortbt an itemized statement of the estimated receipts and disbursements for the forthcoming Fiscal Year, based upon a proposed fee schedule and estimated rounds of gcsli; estimated income from food & beverage services, and projected operating expenses, all as set forth in a written business plan to accompany the Armual C3perating t§•ojection. Manages shall diligently pursue feasible measures to operate the Golf Club in acttxsrdance with the A..rmual Operating Projection, It is understood, however, that the Annual Operating Projection is an estimate only anti that unforeseen circtunstances such as, but not limited to, the costs of labor, material, services and supplies, casualty, weather, acts of God, operation of law, or econonric end market cv>sditions may make adherence to the Annual .Operating Projection inapxacticable, and Maz~ag~ shall be entailed to depart therefrom where 2s Regular Council Meeting -November 5, 2008 -Page 117 of 222 • necessary due to causes of the fa~tegoing >3atnFe and will promptly noti$- Owner should there be a material departure therefrom. . Sectlan 9.04 Uweratl~atg,,Lasses; Credit. (a) To the extant that the Golf Club°s expenses may exceed its revues, additional fiords in the amount of any sash deficiency shall be provided by Owner ba Manager within ten {10) business days aftesr Manager has given written notice to Owner of such de&cit. {b} In no event shall either Party barrow money in the name of or pledge the credit of tl~e other. Seetloa~ 9.OS Tournament Parking„ancl Shuttle Services. Owner and Manager have agreed that designated vehicle parking areas and guest shuttle services shall be established oatside of the Golf Site in connection with golf tournaments held at the L3olf Club. As provided in the Council CC8cRs, all costs and expenses incurred in coxsnectian with establishing, maintaining and'operatirig such areas and services shall be the sale responsibility of Owner, and shall not be included in the Council Charges. AR'I'>r.CLE 7~: TRADEMARKS, TRADE NAMES AND SERVICE MARKS Section I0.01. Trademarks, Trade_Natnes and Service Marks. (a) Dining the Term of this Agraemenf, the Golf Club shall. be kcrown as "TfiE RITZ-CARI;TON GOI.Ia CLUB, DOVE MOUNTAIN", with such additional identification as may be necessary and agreed to by Owner as3d Manager to provide local identifica#ian or to indicate that the Golf Club is managed by Manager. (b} The Ritz-Carlton Marks shall in all events reznain tl~e exclusive property of Manager, Marriott International, Inc. or their Affiliates, and nothimg contained .herein shall _._ . confer an Owner the nght to use_the Ritz-Carltoa Marks otherwise than in strict accordance with the terms of this Agreement. Upon Termination, any use of or right to use the Ritz-Carlton Marks by Owner shall cease forthwith and Owner shall promptly r~nove frinm t1~e Golf Club any signs or similar itenRS which coatairi the Ritz-Carlton Marks. Owner shall ruave such signs or similar items within thirty (3t)) days of Termisiatian. The scope ofdZis Section 1©.Oltlr} includes, but is no't limited to, all trademarks, service marks, trade names, symbols, togas ar designs owned by Mattager or one of its Affiliates used in conjunction with the Golf CIub, including but not limited to restaurant narnes arnl lounge names approved by Qwner, whether ar not the marks contain the "Ritz-Carlton" name. The right t4 use sut~ trademarks, service marks, trade names, ' syrnbals, logos ar designs belongs exclusively to Manager, and the use thereof inures to the benefit of Manager whether ar aot the same are registered and regardless of the source of the Section 10.02 Bleach of Covenant. 29 _~ r`~i ~..~ s r- n ~. r.~h ~_fr Regular Council Meeting -November 5, 2008 -Page 118 of 222 The aggrieved Party shall be entitled, in case of any breach of the covenants of Article ~ by the other Party or others dairning tlaroaxgh it, to injaanctive relief aaxl any other right or remedy available at law. This Section 1{l. shall survive Terruinatian. ARTICLE XIt OPEl3ATION flF GOLF FACILITIES Seetlon 1 f.01 Allac~tect Servfces. Manager will, caminencing with the Commencement Date and thereafter during the Term of this Agreeinen#, cause m be farnislred tQ the Galf Glub certain allocated services ("Allocated Services") which are fnrrrished generally an a central or regional basis to ©tber golf courses; hogs or timeshare candaminiazrns, which ~rIanager or its Affiliates own or agate. Allocated Servitxs shad include, Bart not be limited #o the Ritz-Carlton caznputer payralt and accounting services which will be directly allocated:to.Owner. . Sectiion 11 i!2 Ritz-Carlton Procurement. 1Vianager shall be entitled to contract with companies that are Affiliates {or companies in which Manager or its Affiliates have an ownership interest if such interest is not sufficient to make such a coanpany an Affiliate) to provide goods andlar services to the Galf Club; provided that the prices and/or terms for snap goods and/or services are eontpetitive. Additionally, Manager may contract for the patrchase of goods and services far die C3olf Club with third parties that have other contractual relatiansbips with Manager and its Affiliates, so Tong as the price`s and terms are competitive. Irr determining, pursuant: to the foregoing, whethex such prices anlcUar terms are competitive, they will be compared m the prices arrdJor terms which would be available from reputable and qualified parties far goods and/or services of similar quality, and the goods and/or services which are being paxrchased shall be grouped in reasonable categories, rather than being compared item by item. The pries paid may include overhead and the allowaaoe of a reassanable return of Managers' Affiliates (or companies irf which Manager ar its Affiliates have an ownership interest if such interest is not sa~cient to make such company an Affiliate), Owner acl~rrowledges soil agrees that, with respect to any. purchases of .goods. or s~viaes _ pursaaant to #his Section 11.U2 and, subject ~ta the faxegoin~g qualificatran, if prices and/or terms _... - are campetitrre, Manager's Affiliates may retain for their own beneftt any allowances, credits,... . rebates, camutissians and discounts received with respect to any such purchases; provided cost - conxparisons one to be fully net of the foregoing. Section I1.03 Owner's Rfi~ht to Insrrect. Owner ar its agents shall have access to the Galf Cliab at any time. ARTICLE XII: WAIVER OF JURY TRIAL , EACH PARTY HERETO KNOWINGLY AND VOLUNTARII.Y 'WAIVES ANY AND ALL RIGHTS TO A TRTA;L BY JIIRY flN ANY CLAIM, SUIT, CAUSE flF ACTION, DEFENSE, COUNTERCLAIM OR THIltD PARTY CLAitN,I ARISING FROM, 30 ~~••+~~Yyy 4d.' m -r_i r- r• r- w. n ~. m Regular Council Meeting -November 5, 2008 -Page 119 of 222 • RELATING TO UR IN CONNECTION WITiI THIS AGREEMENT, ITS INTERPRETATION, SCUPS, CONSTitUCTION OR APPLICATION; ARTICLE XIII: INSURANCE Sed3ion 13.01 Prnperiy_Insurance. (a) Commencing with the Openinlg Date, Owner shall procure and nnain#ain the fallowing {or Manager shall procure and maintain fine fallowing if (i) Owner requests in writing, at least sixty (60) days prior to the Opening Dots, ths# Manager procure and maisrttain the followii}~g, (ii} ~ Golf Course satisfiies the then-current insurability c~t#eria undea~ Manager's . insurance prograuly and (iii) Manager appxoves such request in its sole and ab§olute di~retian): I. Property insurance {and, to ~e extent applicable, builders risk insurance) on the Golf Course building{s} and contents against Ions or damage by risks generally covered by .,.~ an "all risk of physical loss" Eaton. Such coverage, to the extent available at commercially ~~ reasonable rotas, teens sail conditions, shall be for not less than one hundred percent {100°l0} of replacement cast thereof, less a reasonable deduct~'ble and subject to commercially reasonable sub-Iinai#s and less any naturally existing or indigenous landscaping, including but not Iimited to trees, shrubs or plants. Such coverage shall include (i} an agreed value"provision, {ii) waiver of ~• co-insurance, (iii) landscape improvements arverage in an amount equal to os~e hundred percent (i00%) of the replacemen# vah~e of the landscape improveanear#s or Ten IVhllian ~ ~~ Dollars ($10,000,000), whichever is greater include damage to improvements to l~scaping ~ trees, shrubs, greens, tees and aII tee related areas of t$e Golf Course, and ~v3 lave ar~d ~ • ordinance COVet&g6 3n a22 &InOl1nt GgLTaI tp twenty f'1'i-e pelt (ZS%) Of tI'!e Teplat`~eineTlt V~.1118 0~ the Golf Course building or Five Million Dollars 05,000,000}, whichever is greater. With respect to (iii}, iri the event replacement cast coverage is not available at one hundred percent (I00/°} of the replac~nent cast value, then Manager and Owner must mutually agree to a commercially reasonable sezb-limit: 2. Flood insurance, to the extent such coverage is excluded ar sub-limited from the property insurance required under Section I3A1fa)I and to the extent the Golf Course is located in whole or in part within as area identified by the iiisux`er as baying ~ sped #loo _ _._ . hazard. Such coverage, to the extent available at commercially reasonable rates, terms and conditions, shall be far not less than twenty-eve percent (25°la) of the replace~nerat cost value of .the Golf Course, in excess of the apglicatian of a reasonable deductible. 3. Insurance for lass or damage caused by earth nmvement, to the extent such coverage is excluded from the property insurance required under Section 1~.01r`all and to tl-e extent the Golf Course is located in an "earthquake prone zone" as determined by appropriate government authority or by the insurance ~indxxstry. Such coverage, to the extent available at commercially reasonable rates, terms amd conditions, shall be for not less than one ht~dred percent (100°l°} of the total replacement value of the Gotf Course including Ialzdscape improverneats, less a reasonable deductible. In the eveant replaeemerrt cast coverage. is not available at one hundred percent (I00°1°) of the replacement cost value, then Manager and Owner must mutually agree to a carz~rriercially reasonable sub-Iiznit. 3I • Regular Council Meeting -November 5, 2008 -Page 120 of 222 ~. Terrorism insurance, to the extort such rxrverage is excluded or sub- , limited from ~ the property insurance required 'corder Section 13.01 fal l . Such coverage, to the extent available at commerc'sally reasonable rates, terms and oondiiivns, shall be for not Iess~tk:an the replacement cost value of the Golf Otturse, less a reasonable deductr'ble. ' S, Windstorm insurance, to the extent sr~h coverage is excluded firm fire property insurance required Hader Sgctioa 13.01 la)1 and to the extent the Golf ~ is located in a "windsbprm prone zone" as determined by an appropriate government authority or by the insurareoe industry. Such csoverage, to the ext~t available at comirrrer~eially reasonable rates, teens and conditions, shall be for not less than dire hundred percent (1flQ%j of the total replacement valve of the Golf Course irxcludiug landscape irreproverxrents, Lass a reasonable deductible. hr the event replacement cost coverage is not available ax one hundred percent (100°~0} of the ~ replaceAraent cost value, then Manager and Owner mast mutually agree to a cvrnnrercially reasonable sub-limit. 6. Business interruption insurance caused by any occurrence covered by the insurance .described in Sections 13.011a111-53. Such coverage, to the extea~t' available at commercially reasonable rates, terms and conditions, shall include {i} not less one (1}year's loss of profits, {ii) necessary continuing ~, inchyding ordinary paymll expenses covering a period of not less than ninety {90} days, (iii) if applicable, loss of rental income anal (iv} an extended period of iredsmnity of Hat less than 36S days. . 7. Such other property insr~ance as is customarily required by Manager at similar Golf courses. (b} All insurance procured in accordance with ~edion 13.fl1ta1 shall be obtained from reputable insurance companies of recognized responsibility and financial standing reasonably acceptable to Manager. Any premicums and deductibles under said policies shall be subject tta the reasonable approval of Manager. Such pren>iums and deductibles {net of any credits, rebates and discounts} slurp be paid as Deductions in accordance with this Agreement. ~:~ ras ~s:~ ~n r „~ ~~' .~. . .. . po c 'lf Owner rocures the insurance descxxbed in Section 13.01fa~, all lcies of such insurance shaIl be carried in the name of Owner, with Manager as an additional insured. If Manager procures such insurance, all policies of sucks insurance shall be carzied in the name of lViaitager, with Owner as an additional insured. Any property losses thereunder shall be payable to tie respective parties as their interests may appear. The documentation with respect to each Mortgage shall contain provisions to the effect that proceeds of the insurance policies desci~'bed in Section i3.OT(al shall be available for repair and restoration of the Calf Course, to the extent required pursuant to Article XVI. . (dj If Owner prvaxres the insurance described in Section- 23.011x). Owner shall deliver is Manager (i) cergficates of insurance far such insurance ox, upon Manager's request, a certified copy of the policies so procured and, (tt"} in the case of insurance policies about to expire, certific~.tes with respect to reriewal(s} thereof. Ail such cr~rtifica~es of insurance shall, to 32 Regular Council Meeting -November 5, 2008 -Page 121 of 222 • the extent Obtainable, state that the insurance shad not be•canceled, ten-renewed or materially chaatged without at least thirty (30} dayst prior writt~z native to the ~ificate holder. (e} Each of Owner said Manager Ir~•aby waives its rights of aeeovery and i#s insurer rights of subrogation from the other party oz any o~f its Akffiliates (seed resPec#ive directors, officexs, shareholders, agarts and employees) for Toss or damage to the Golf Course, and any resultant intnmaption of business regardless of the cause of snob property or business irrt~ruption Toss. . {i} If {i} Owner is eligible to participate in Manager's pmperty insurance pmgram, (ii} Owner nevertheless elects to procure its own property insurance, and {iii} the costs of the premiuas and/or deductibles ix~r• coverage tmd~ Owner's property insurance pram to be paid as Deductions under Section 13.01 exceed fhle costs of the premiums cad deductibles #hat would have beers payable under Manager's property insurance program by more than ten percent (l f!°~o}, then Owner shall be solely responsible (i.e., such costs shall not be paid from Gmss Revenues or treated as Deductions) for the entire amount by which such costs ua~ Owner's prograan exceed 5i1C11 CaStS under Manager's prOga`anz, ' (g} to fhe event Owner elects to have the fiolf Course participate in Manager's ,:~ ~ property insurance program and Manager approves such participation pxtx~suant ~ Section ~~ 13.OI a the Golf Course shall participate in Manager's Property insurance program until such ,_,, bane as either Qwner or Manager shall provide written notice to the other of its intent to '~ disconfinue such participation in accaadance with the following: ,. ~- • (i} Tf Owner slet~s to remove the Golf Course from Manager's property ~,. . insurance program and to procuFe its own- property insuuanee for the Golf Course, Owner. shall provide Manager written notice of such decision at least ninety {90} days prior to ,.~.. the next renewal date of coverage under Manager's property insurance program (which is • rj~ currently April let of each calendar year}. If Owner fails to' timely provide such rrotiee, ~~~"~ but Owner nevertheless procures its own property insurance for the Golf Course, Owner • -shall pay (from its own funds and not from Gross Revenues) to Manager an amount equal to .ten percent {I fl~Ya} of the amaual premium under Manager's property insurance prog~•aaxr _. __ _ . _-to-cover all- fixed-costs and-expenses-incurred by- Managea_for-the--placernerat- of-such Property insurance. If Owner elects to exit Manager's property insurance program in the middle of a coverage year {i.e,, prior to the end of a coverage year), (i} the premiums uaxter Section l3.fllfa)I of Manager's property insurance prograan and Owner's replacement property insurance prograiri will be prorated as of the date on which Manager receives and approves certificates of insurance evidencing Owner's replacement property insurance coverage and ifs compliance unth the requirements of this Sion 13.01. (ii} Owner shall pay to Manager the ariiount described in the imanediately preceding sentence, and (iiz'} far all oilier policies under Section I3.Ol{a1. the premium will be deetv+•!ed Billy earned and will not be prorated. If Owner elects to exit Manager's property insurance program pursuant to the foregoing provisions, Owner may subsequently seek to have the Golf Course participate in Manager's property insurance program; however such participation shall be subject fo the requirements of the first paragraph of Section 13,flI1'a). 33 • Regular Council Meeting -November 5, 2008 -Page 122 of 222 {ii} If Manager elects to remove the Golf Course from Menage's property insurances pxngra~n, Manages shall provide O~.er writte~i native of such decision at least ninety {90j days prier to the next renewal date of overage .under Manager's property insura~ecs pmgraln {which is currently April 1st of eacfl cgienclair year}. Following such notice, Owner shall proceed to procure insurance for the Calf Course pursuant to this SeeLion 13.01_ e~Ctive as of the expiration date of the cturelit coverage. Owner may subsequently seek to have the Golf Course participate in Manager's property insurance pmgratn; however such partiapation shall be subject to the requir~zier~fis of the first paragraplZ of Section 13.01{a7. . (h) If Owner procures insurance far the Golf Course pursuant to this Sectaio__~__n__13.OI. Manager shall pay to Owner, as a Deduction and at the same time ihat Manager makes interim . payments to Owner pursuant to Section ~.03(al. t11e amount of all reasonable insurance lremiums relating m such insurance in accordance with this Section 13.01 {including Section r ~, 13.01 (the amount of such payments, collectively, the "PropertKllisurance P,~eniiums"). The ~` interim amount of Property Insurance Premiums to be paid •by Manager tc> Owner shall be c~loulated by prorating the fi1111t;<scal 'bear budgeted amount {or the actual amaun#, if available} • ~of such Property insurance Premiums equally over thirteen (13} Accounting Periods. Owlier -~ shall, within five {5} days after Manager's request therefor, provide Manager with evidence • ,~ {reasonably satisfactory to Manager} of Owner's payment of all premiums and the receipt of any ^ Credits, rebates slid disootants under the insurance policies procured by OW13@r herf~lnae~ -t~ Manager shall reconctie prior payments of the Pxoperry Insurance Pre.nlilulls to Ownc~ for each -~ Fiscal Year with the actual amount of the Property Insurance Premiums for sucks Fiscal Year, and rs-~, the parties Shall snake any nay adlustment5 with respect thereto following Ownet°s receipt of each Aticounfiing Period statement (as described in Sectiirn 9.01 andlor ar Annual Operating Projection, as applicable. The parties agree that Manager shall Duly be required #o pay Property Insurance Premiums too the extent that Gross Revenues axe available is accordalice with this Agreeiilent. Owner shall be solely responsible for paying all prexliiums under insurance ~~ policies procured by Owner, before any fine, penalty or interest is added thereto. Section 13.OZ Clt~eratlonal Insurance. (a.) Commencing with the Opening Date and thereafter flaring the Term, Manager shall procure and maintain the fallowing: 1. Coni~nercial general liability insurance against claims for bodily injury, death acid property damage occuFxing iii conjunction with the operations of the Golf Courses and automobile liability insurance an vehicles operated in eanjunetion with the Golf Course, with a combined single limit for each occurrence of not less than One.. Hundred Million Dollars ($iUfl,Ufl0,fl00); 2. Workers' compensation coverage as may be required under applicable laws covering all of Manager's eanplo~yees at the Galf Course, and employer's liability insurance of not less than One Million Dollars {$1,flOfl,QOfl) per acoidentldisease; 34 Regular Council Meeting -November 5, 2008 -Page 123 of 222 3. Fidelity bond coverage iii an amount not less .than Two Million Dollars ($2,000,400} covering Manager's employees at the t3olf Course; 4. Employment pinctices liability insurance covering Manager's eaiiployees . to the ext~it available at coinir>:ercially reasonable rates and teems, In an at the Golf Course , amount not less than One Million l~ollarS ($1,000,000), and . 5. -Such otkier insurance in amounts as Managea~, in its reasonable judgment, deems advisable far protection against claims, liabi'li'ties anal loges arising vut of or connected Wlth the operation Ofthe Galf Course inGhxding but rat liiriited to golf Cart lial~.it:3 (b} Tlie insurance praaored pursuant to Section 13.42 relay include "insurance Retentions." Insurance Retentions shall mean the deductibles or risk retention levels; however, the Gaff Course's responsibility for such deductibles ox risk retention levels shall be limited to the Golf Course's per oc~rrence limit for any loss ox xeserve as established by Manager for the .. Golf Course, which liiriit shall be the same as other similar Golf Courses parEicipating in the r ca blanket insurance programs. (c) All insurance procured in accordance with Section X3.02{a) shall be carried in the ~~ name of Manager. The insurance procured in'accordanee with Section 1.3.02{a'fl shall .include ~' ~ . as additional insureds. in writing and any Mortgagees specified by owner Owner ' , , , ,-- . ,. ~ (d) 11/~ariager, upon i+equest, shall deliver to Owner CertlflCate3 of insurance . evidencing the irt~urance coverages procured in accordance with Section 13.02{a)1 (arid the ~ • insurance described ~in Section 13.01(a). if M~iager procures such irsurance} and any renevu'als r~ ` ~ thereof All such certificates of insurance shall, to the extent obtainable, state that the insurance - shall not be canceled or materially reduced without at least thirty (34} days' prear written riatice to the certificate holder, • (e} All insurance premiums, costs and other expenses, including any Insurance Retentions, fur insurance praciired pursuant to this Section .13..02 shall be heated as Deductions. _.._ All_aharges_under the blanket programs shall be allocated to the Golf Course and other sunilar ___. P p g y 1~.... artici still Golf Courses on a reasonable basis. Asi . __ losses atiii associated crests and ex see __. _ _ __ .._ that are uninsured shall be treated as a cost of insurance and shall also be treated as Deductions. {fj Upon Terix~ination or upon a sale of the Golf Course, a reserve in an amount determined by Manager based on loss projections, shall be established from Gross Revenues to cover the amount of airy Insurance Retentions and all' other costs' and expenses that will eventually have to be paid by either Owner or Manager with respell to pending or contingent claims, including those that arise after Termination for causes arising during the Teem. If Gross Revenues are insufficient to meet the requirements of such reserve, owner shall deliver to Manager, within ten (10} days after receipt of Manager's written. request thereof, the s><iins necessary to establish such reserve and if owner fails to timely deliver such sums to Manager= Managex shall leave the right (without ai~ecting Manager's other remedies undue Ibis Agreement} . to withdraw the amount of such expenses from tlYe Golf Course's operating accounts, the Repairs 35 ,. Regular Council Meeting -November 5, 2008 -Page 124 of 222 and Equipment Reserve, the Working Capital Reserve or any atl~ea' funds of Crwn~ held by or under the control of Manager. Section 13A3 General Ccsaditions a1' Ma~ta~er's Insurance Prc->srarn. All insnrattce procured by Manager pursuant to Section 13.t31 (if Manages proagres su~eh insurance} and Section 13.02 inlay he obtained by Manager tluough blattket insurance programs, with shared aggregate coverage levels, sub-limits, deductibles, conditions, and exclusions based. an industry conditions and based an what is available at commercially reasonable rates, terms a7id Cattditions, 'The blanket program may apply tD one or mare insured locations which may u3ctu a lass for file same insured event, whicli could result in the exhaustion of coverage prior to the resolution of a.U alauns arisuig from sit~i event..lii addition, industry oondi#ions may cause policy terms, s~xb-limits, coruiitians or exclusions to resul# iu anverage levels less than the amounts prescn'bed in Sections 13.01 and 13.{?2. Such conditions ar-d limitations shall riot constitute a breach afManager's insurance procurement obligations llereundea. • AR'I'l`GI.E XIV: IMPOSITI:UNS cn r-n Ali .real estate and personal property taxes, levies, assessments, impact fees and similar ~' charges on or relating to the Golf Club {collecfsvely referred to as " lmpasitians") during the ~.-r-~ Term of this Agreement shaIl be paid by G~cvner, before any fine, penalty, ar interest is"added 'w thereto or lien. placed upon the Golf Club or this Agreemen#. Notwithsfnnding me'foregoing abligatians of Owner, (honer may, at its expense, contest the validity ar fhe an3auat of any such ~; sitions, provided that such contest does not materially jeopardize Manager's rights under .. _ this Agreement. Manager agrees to cooperate with Owner and execute any documents or,r,,. pleadings reasonably required for such purpose, but Owner shall reimburse Manager far any out- of-pocket costs iFacurred by Manager in so doing. i3wner shall, within the earlier of thirty X3(3) days of payment or three (3} days following written request by Manager, furnish Manager with copies of official tax bills and assessments and evidence of payment or eatttest theree£ _ _ _ _ ~'l~e word `~linposfians" as used in this Agreement shall not include flee fallowing,_aIl of _....... which shall he pai3 solely by Owner, not from Gross Revenues nor from the Repairs aizd Equipment Reserve: (a} Any franchise, corporate, estate, inheritance, succession, capital levy or transfer tax imposed on Owner, ar ar~y income tax imposed on any income of Owner {including any distributions to Owner pursuant to this Agreement); (b} Special assessments or levies {regardless of when due or whether they are paid as a lump sum or in installments over time) unposed because of faeilifies which are construcbecl by ar an behalf of the assessing jurisdiction (for exa~rzple, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Golf Club (regardless of whether or not they also benefit other buildings); ar . 36 Regular Council Meeting -November 5, 2008 -Page 125 of 222 • (c} "impact fees" (regardless of when due or whether #l:ey are paid as a lamp stun err in installments aver tigne) w3tich are r~uired of Owner as a condition to the issuances of site plan approval, zoiring variances or building permits. ARTICLE XV; GULF FACILITIES EMPLOYEES Section 15.t1I Key Empli-yer~: ~naluvee Sar~ervisian. {a) Except for key employees identified by Manager, if any {"Kev Ernalaveas"), all personnel- e~uployed at the Galf Club shall be the eznplayees of Manager (or one of its Affiliates). 5ubjeet to Subsection (b} below, Manager shall have the sole right to hire, promote, terminate, supervise, direct and train all employees at the Galf Club, fi~ their compensation and, generally, establish and maintain all polides relating to empiayment, all an reasonable tams and 'aftea constcltatiaa with Owner. (b} Subject to Section 15Alfa.) sad Section 15.Q1(c~. Manager shall Dave the sole right to select, appoint and supervise -all employees at the Golf Club, as Manager deems appropriate for the proper operation, maixttenance and security of the Golf Club in accordance with Ri#z-Carlton Standards. Al} infornation regarding individual employees, suds as employee records and individual compensation information, is proprietary to Manager and confidential and shall not be disclosed to Chvner. Owner shall have no right to supervise or direct the General Manager/Birectar of Golf or any other employees at the Golf Ciub, and ©wner covenants and agrees net to attempt to so supervise err direct. - (c} Manager shall Have the authority to hire, dismiss or transfer alI persons i~z an Owner Approved Position ;provided, however, that Manager shall beep Owner reasonably informed with respect to such actions, including pfior notification to Owner of Manager's desire to transfer anyone in an Owner Approved Position, and shall give Owner the opportunity to participate in the hiring process with respect to each of the owner Approved Positions as follows: ., ~_ s_n ~'~[~i ,~ ~- ;~. • ~~ (i} Manager_shall provide Owner at least ~ (34) _days' prior notice of any proposed hiring with respect to any Owner Approved Position. Manager shall consult with Owner to obtain any suggestions by Owner as to the preferred badcgraund and specific expertise of candidates for such Owner Approved Position, which suggestions, if any, Manager shall utilize in arriving at a preferred profile for candidates for such position. {ii) Manager shall submit to Owner for its approval a reasonably qualified candidate far sucl- position. Owner shall have a period of ten (10) busines$ days from its receipt of the applicable candidaie's resume within which to interview and evaluate such candidate (provided that such candidate and the necessary representatives of Uwner are reasonably available during such period of tune for such interview or evaluation, and such candidate shall not be required to provide additional information or undertake testing of any sort as part of such process}. Owner shalt be deemed to have approved such candidate unless Manager receives Owner's written disapproval of such candidate within such ten {10) business day period. if Owner disapproves the first (1st) candidate {based on the process described 37 •. Regular Council Meeting -November 5, 2008 -Page 126 of 222 above}, Manager shall subrnit a second {2nd} candidate, ring the same process descx•€bed above. if such `second {2nd} candidate is disapproved by Owner (based on. the same gcoeess descrr3ed _ above), Managt~ shall submit a third {3rd} candidate, using the wane process as described above. if (~vner disapproves three (3) candidates for the position submitted by Manager pursuant to the provisions of this Section 15.01{c}, Manager shall have the tight to select the person to be offered the position, in Manager's sole discretion, from the three (3} candidates proposed to Owner. Section. 15.02 Travel and Relocation of Empioyees. Owner shall provide ftxrrds to Manager for all of tl~ following: {a) For reasonable travel and lodging expenses for the Geneaal ManagerlDireetar of Golf, Head Professional/Golf Shop Manager and the Superin#endent of Grounds (or their designees} to attend at least one merchandiseltrade show each year and oae annual meeting, such as the Ritz-Carrltart Golf Leadership or oilier similar meeting, to be selected by I~Ianager in its reasonable discretion. {b} To reimburse Manager for relocalian of Key Employees of, the Golf Club, not to exceed a fatal of fifty-Five Thousand and fl0/lOfl Dollars {US $SS;flflO} in aggregate during the initial Term. All relocation expenditures shall be in accordance with Ritz-Carl#on's corporate relocation poliraes. {c) Far annual travel aril lodging expenses up bo an annual nraximtnrr of Ten Thousand Dollars {xJ S $ l flflfl0} far ixrdividuals selected by Manager td travel to inspect the Golf Club each Fiscal Year. ARTICLE ?~VI: DAMAGE, CONAENINATIUN, AND FORCE M,A..TEURE EVENTS •Sec#aon ISAI i'3aar~e or Destruction. {a} lit dating the Terra, the Golf Club is damaged by a Minor Casualty, Manager ....... ........ . --shall; ~it)x atl reasonEatile da~.ig~nce, pioceed to _process file claim v~itli the applicable ~nsuraitce _ • carriers, including settling such claim, and t4 make the necessary aaraangemearts with appropriate caubractors and suppliers to repair and/or replace the d~naged portion of the Golf Club. • Owner's consent shall not be needed for Manager to perform any of #lze foregoing, all of which shall be perfoained iEn accordance with Manager's reasonable judgment. Owner ogees to sign promptly any docnrments which are necessary to process andlar adjust the claim with the insurance carriers, as well as any contracts with such contractors and/or suppliers. (b} if, during the Term, the Golf Club suffers a Total Casualty, this Agreement shall be terminable at the option of either Party in accordance with the provisions of Section 16.fl3. {c) if, during the Term,. the Golf Club is damaged by fire, casualty ar o#her cause to a greater extent than a Minor Casualty, but not to the extent of a Total Casualty, or if the Golf Club suffers a Total Casualty but neither,Party elects to terminate under Section lb.fll~is), Owner shall, at its cost and expense and with aIl reasonable diligence, repair and/or replace the damaged 3& ~", -~c}i ~~ ~~. ~:, Regular Council Meeting -November 5, 2008 -Page 127 of 222 • portion of the Golf Club to the carne conditiatt as existed previously. IV1anager shall have the right to discantiraue operating the Golf Club to the extent it deems necessary to comply with applicable Legal Requirements or as necessary for the safe anal orderly operation of the Golf Club, To the extetrt available, proceeds from the insurance described in melon 13.41_ of this Agreernezzt sha31 be applied to such repairs and/or repla~nents. If Owner fails to so promptly commence and complete the repairing and/or replacement of the Gaff Club so that it mall be substantially the same as it was Briar to scch damage or destruction, such ftiilure shall be an Bvent t~f Default by Owner. if Owner and Manager cartnat agree on whether the Galf Club has suffered a Total Casualty or been damaged to a greater extant than a Minor Casualty, such matter array be referred by either Party #o the panel of Experts for resolution in accordance with the provisions of Section 20.12. Section 1G.fl2 Condeannation. (a} If a portion of the Golf Club shall be taken or condemned in arty eminent darnain, condemnation, compulsory action or like proeeediag by any competent authority, and the portion taken or condemned does not substantially interfere with the operation of the Golf Club consistent with Ritz-Carlton Standards, or the entire, (or portion of the) Golf Club is takear or condemned but only on a tee~nporary basis, Owner will, at its own cost and expense, and with due diligence, alter, iepair, rebuild or replace so as fA make the Golf Club a satisfactory architectural unit as a: Golf Club of similar type and class as prior to the taking or condemnation, and Ovtrne~c and Manager shall utilize so much of th~r condemnation awards proceeds as is necessary for such purpose. owner shall undertake such work with ninety {90} clays ail~r suelz proceeds become available and s;ach wank shall be diligently pursued to comple#ion. Manama shalt have fire righ# to discontiarue operating the t3olf Club to the ext~t it deems necessary to comply with applicable Legal Requirements or as necessary far fine safe and orderly operation of the Galf Club. if Owner fails to so promptly commence and complete the altering, repairing, rebur~ding and/or replacing of the Golf Glob so as #o make the Galf Club a satisfactory architectural unit as a Golf Glob •of similar type and class as prior to the taking or condemnation, such faihzte shall be an Event of Default by Owner. .:,. w~ ~r~ r~ "[I ,-.. 4,~t ~- ~' i~ A =~ s. i~ ~~ • (b} if the Golf Cluh is taken or condemned to such an exterrt as to substantially interfere with the operation of the Golf Club consis#eai# with Ritz-Carlton Standards vs~itlt tl~e result that it is unreasonable to continue to operate the Golf Club in accordance with the standards required by this Agreement, Owner shall have no obligation to alter, repair, rebuald or replace the Golf Club, and this Agreement shall be terminable at the option of dither Forty in accordance with the provisions of Section 16.43. if the Parties cannot agree on whether the portion taken or condemned substantially interferes with the operation. of the Golf Glob consistent with Ritz-Carlton Standards with the result that i# is unreasonable to .continue to operate the Golf Club in accordance with the standards required by this Agreement, the matter shall be referred to a panel of Experts in accordance with Section 24.12. '{c) Owner and Manager shall xequest separate awards in the event of any taking ar condemtzatiort, if separate awards are net available; the award to Owner, net of expenses inctnred pursuant to alterations, repairs and replacement required hereby, shall be fairly and equitably apportioned between Owner and Manager, giving coz~sideratian, in the case of 39 • Regular Council Meeting -November 5, 2008 -Page 128 of 222 Manager, to the remainsng length of the Initial Term and all available Renewal Terms and, in the case of 43vtmer, #o Owner's capital ir>.vesta~nent. Section 16 tl3 Termiuaah~ a Event of Casualty or Condemnation. This Agreement shall be terminable ff the Golf Club suffers a Total Casualty, ax any candemrration or other taking that does not require Owner to alter, xepair, reb~.n7d or replace the Groff Club under Section 16.2 (unless in any such case, DvvxYer undertakes to alter, repair, rebuild or replace the Golf Chzb), at tine option of either Owner or Manager upon ninety (9U) days written notice to the other PaEriy, which notice must be given within sixty (60} days of the date of such Total Casualty, or canderrrrzation or other taking; hawevex, no termination by Owner shall be effective (and if previously given, may be nullified at the election of Ivlanager) if Owner, at any time within thirty (30} months after such Total Casualty or condemzbation or offer taking has begun to alter, repair, rebuild or replace the Calf Club for use as a luxury Golf Club, even if substantial changes are made to the physical structure of the Golf Chrb. Section 16.ti4 Force Ma~eure Events. Except as provided in Section 16.01 of this Agreement, if either Party's failure to conform to, keep, perform, fulfil, or satisfy any repregentationy warranty, covenant, ntndertatsin.;~ ohligation, standard, test or cbnditio~n set forth in this A,gneeanent is caused in whole or in part by one or more Force Majeure Events, shah failure shall not constitute an Event of Default or Default under this Agreement (unless ~e failure is a failure to procure andlar maintain insurance coverage specified in ~,~ tr~,e ,VIII or a failurre to make monetary payments ar advance funds as required by this Agreement), and such .failure (except regarding insurance coverage, monetary payments anti funds advances) shall be excused for as long as the faihlre is caused in whole or ir; part by such Force 1Vlajeure Events. Irz ordex to leave any such far'Iure excused pursuant to this Section i 6.04, the Party elaimizl;g that a Force Majeure Event caused such fmlure must notify the other Party as soon as reasonably gracticable, but in no everrt longer than ninety (90} days, alter the Force l~ajeure Event first begins to affect its performance. ARTICLE X''VTI: DEFAULTS Section 17.01 Events of Defaultr Subject tb Sectlon 16.03. each of the following by the applicable Party (tile `~efauItin>r >? ~ shall cx>'nstitute an event of default ("Event of Default"} hereunder: (a) The failure to malGe any payment required to be made pursuant to this Agreemeit within thirty (30) days after written notice from the other Party that such payctxent has nat beeza made when due; or (b) Any representation or wanrarity made by C)vvner or Manager iu this Agreement, or in any other notice, certificate, documerFt or financial stat~nent delivered hereto, shall prove to have been incorrect in any material respect when made; provided, however, ifthe facts which give rise to such breach of the representation are capable of being ct3red, the Defaulting Party 4D ~,' .~ u~i Regular Council Meeting -November 5,-2008 -Page 129 of 222 • shall have the right to cure sock facts within thirty (34}days and lithe underlying defat~t is nod reasonably capable of being cured within si~cYi thirty (34) dayperiod, then so long as the nova Defaulting Party has commenced curative at~on within such period and ~r oontinuc~ to pursue diligently such curative ac~ioat, such thirty {34) day period shall be extended for the period necessary to cure sock default. (c} The failure to coaiegly with any covenant or provision set forth in this Agreement and sacks fhiltare cantinttes for thirty (34) days after the non-Defaulting Party has notified the 17efaultireg Party thereof in writing; proved~l, however, if such failure is a nonmanetsry failure and is not cured within thirty {30) days and the Defaulting Party eornrrt~tces fo csxre such failure after such writ~t notice and diligently pursues such cure, then such thirty {3~} day period sl3all be extended far the period reasonably necessary to complete She dare; or {d) 'This Agreern~t at any time far any reason ceases to be in farce and effect far a period of thirty (30) days or is declared tea be void and such declaration is not rescinded within thirty {34) days or any cavenat~t, agreement or obligation contained herein is ar becomes illegal, invalid or unenforceable in accordance with the tenons thereof so that the performance of this Agreement is materially adversely effected; ar {e) The expira#ion ar termination, for any reasoa~, of the Operatitag Agreement#, dated as of ~ c. i~a h+~.. ~ , 2407, by and between Dove Moua3tain HotelCo, LLC and The RitrrCarlton Motel Company, LLC and such Operating Agreement is not reinstated within thirty {30) days; or {~ Either Party: 1. Applies for or consents to flee appointment of a receiver, custodian ar liquidator of all or a sabstantial part of its assets; 2. Files a voluntary petition for its winding up, dissolution, bankruptcy or insolvency, , or generally not pay its debts as they become due; _..... 3. 1blalces a general assignriaent for tkie benefit of creditors; of 4. .Files an answer admitting the material allegations of, or oonsents to, or defaults iln answering, a petition filed against it in any banb~z~::cy, reorganization or insolvency proceeding where sucks an action ar faihare to act will result in a reorganization or detetminatian of bankruptcy ax insolvency; or (g) Owa~er {inckading its sucoessars or assigns), or a~ of its directors, officers or managing members, engages in crimina] or other activities from which, in Manager's reasonable opixtion, any of the following conditions arise: {$) such activities might reasonably impair the ability of Manager or any of its Affiliates to supply goods and services to casinos or to operate casinos or other gaming acfavities in eaaxnection with any property or enterprise now or hereafter serviced, managed, operated or owned by Manager ox any of its Affiliates; {b) Manager or its Affiliates would be pxaltibited by applicable law from, or would be subject to significant ~t r.~~ m }~. -~~ r ,... n c:iz 1.L7 • • Regular Council Meeting -November 5, 2008 -Page 130 of 222 penalties for, doing business with such Pexson; ar (c) such activities are unsavory. and disreputable and, in the reasonable opinion o#' Manager, mat~iaily anal adversely affect die reputation of Manages or its Affiliates. Under such c~rcvrnstances, Manager shall include sn its notice of default a description of the grounds therefor and the De~ulting Party must Cure the Event of Default within thirty (34) days of each notice; far the purposes of this Section, a default will not be cs7nsidered to be cured unless and tuttal, in the reasonable opinion o€the Manager, the impairanent, .legal pmhtbition or materially adverse effect upon the activities or reputation of Manager ar it.~ Affiliates from the Event of Defanlt (as described above aril in the nafice given by Manager to Owner) has been elimirfated; or . {h) .The occurrence of an event of default under any of the ititz-Carlton Agreements. Upon the occuurence a€ any defauii by any non-Ritz-Carlton party under any of the Ritz-Carlton Agreements which is not timely cured, if applicable, Managex snail have the right to declare an• "Event of Default" under this Agreement_ Section 17.U2 ftexneclies Ut~ora Event of DefatxIt. If any Event of Default has occurred and is continuing, the ATon-Defaulting Party rosy at any time in its sole discretion: (a) Suspend or terminate the performance of its obligations her~nder (provided, however, that notwithstanding any other provision hereof, if Manager elects to tex~rninate this Agreement follawin~ the occurrencce of an Event of Default by Owner, thon Manager shall give Owner sixty (60) days vvxitten notice of such election and if Uovner cures such Event of Default pxior to the sixtieth (64a') day, then such notice shall be deemed withdrawn and the te~.mination of this Agreerne~t shall not occur; {lz) Send a written demand for perfam;ance to the Defaulting Party; {c) Subject to the provisions of Section' 17.42 (a} above, proceed to pxotect and enforce its rights and xemedies by appropriate proceedings, whether for damages .. _ ar specific performarce of this Agreemert; or ... {d} if the Event a€ Default is pursuant to' Sec#ian 17.41 (fl above, Manager shall notify Owner in writing a description of the grounds caanstituting the Even of Default and a time period (not less than thirty (34) days) within which t4 cure the Bvent of Defaultr If Owner fails tt- cure iti accordano. with the notice of default and tills Agreement, Manager may terminate this Agreement upon the earliez of ninety (9U) days or a date upon which Owner has hired a replacement Manager. If Tenrninatian is pursuant to this Section i7.42(d). Owner shall remain liable far only Base Management Fee, Incentive Management Fee, amounts awed for Altocate<i Services, unpaid relocation expenses or other amounts awed to Manager pursuant to this Agreement that accrue through the date of Termination. 1~latwithstanding anything in this Agreement to the contrary, if fhe Event a€ Default is pursuant to Section i7.Qltel, either Forty may suspend or terminate the performance of its obligations 42 -moo ..~ ~. "~J r_i-~ ~.,n, Regular Council Meeting -November 5, 2008 -Page 131 of 222 • hereuuider upon thirty (3d) days prior written notice, which shall be null ar?d void if ~ Event of Default specified in Section I7.©I.{e) is tsued prior to the expiration therea£ No ri~it or remedy ctsnferred upon +,r reserved to a Non-Ue£aulting Party by this A~.greement is intended to bear shall be deemed to be exclusive of any other right ar remedy herein or by law provided or permitted, but each such right or remedy sha]l be c~ixulative a£ every other right or remedy. The Non-Defaulting Parley may seek injunc~.ive relief under apir~icable law, including the applicable nixes for obtaining restrainiu~g orders and preliminary injurrc~aions, against threatened conduct which rrray cause it to incur loss or damages and shall not be required to take any action or exhaust arty action taken in order to take any other action to which it may be entitled urider this Agreement or Finder ~ appIcable law. Section 17.03 Cnrarrlafiye Remedies. Tice rights granted hereunder shall not' be in substitution for, bole shall be in addition ta, any and. all rights and remedies available to the non-defaulting Party {mcludiug, without limitation, injunctive relief and damages) by reason of applicable provisions of law or equity. AR'T'ICLE XVIII,: WAIVER AND PARTIAL INVALIDITY Section 18.01 R'aiver. M The failure of either Party to insist upon strict perforrriance of any of the terms or ~s:~ 0 provisions of this Agreement, or to exercise arty option, right ar remedy herein captained, shall r • not be construed.as a waiver or as a relinquishment for the future of such teen, provision, option, ~'. right or remedy, but the same shall continue and remain in full force and effect. No waiver by :~ either Party of any farm or provision hereof shall be deemed to have been made unless expressed ~ ~• in writing and signed by such Party. .r_-. Section 15.(12 Partral Invalidity. r_~t c.C3 The provisions of this Agreement shall be deemed independept and. severable. If any _..... provisions of tizis Agreement or the application iliereof fo any Person or circ~iitmstance sliail to any extent be deemed invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement and the application of sack provisions to Persons or circumstances other than those as to which it is held invalid or unenforceable shall not' be affected thereby, and the remainder of this Agreeircent shall be valid and effective to the fullest extent permitted by Iaw. Any invalid or unenforceable provision shall be replaced with a provision that is valid and enforceable apd most nearly reflects the original intent of the invalid or unenforceable provision. ARTICLE XIX: TRANSRER RESTRICTIONS Section 14.01 Limitation ani (?wnershin.Transfers. Qwner shall not, without Manager's prior writtep approval vvhiah may be given or withheld in Manager's reasonable discretion, consummate, any (h~vnership Transfer vrith a 43 • Regular Council Meeting -November 5, 2008 -Page 132 of 222 transferee if (a} the transferee does not have the financial resources and liquidity necessary {as reasonably determined by Manager) to fulfill Owner's obligations under the Ritz-Carlton • Agreements, ro) the~transferee does not agree to be bound by all the terms and aorxditians of the Ritz-CarlboA Agreements and does ra~vt agree to assume and perfrnm Owner's obligations under the Ritz-Carlton Agreements, in a writing in form and substance reasonably satisfactory to Martag~ or its Affiliates, or (c) one or more of the following applies to the transferee: (i} such transferee or any of its Affiliates-is believed by Manager to be engaged in crlEninal activi#les or an associate or agent of criminals or is believed to be controlled by Ferson(s} engaged in c~imirrall activities or an associate or agent of crlnrinals; (ii} such transferee or any of its Affiliates is r~onsidered. xb #lte relevant business cornutunity to be disreputable, unethical, or dishonest; (iii) such transferee directly and/or indirectly through any of its Affiliates operates {as lessee, franchisor or other licensor, franchisee, manager, or otherwise} one ar wore gaff courses irr comp~,ition with Manager or arty of Manager's Affricates; provided, however, that a financial . interest in any such golf course shall not in and of itself constitute such competition; or (iv} such transferee or any of its Affiliates is a Specially Designated National or Bloc&ed Fexson as determined by the United Mates Department of the Treasury, Office of Foreign Assets Control. Owner shall from time to time, upon the written request of Manager, firnrish Manager with a list of the naamc and addresses of the owners of the capital stock, partnership interests or other groprie#ary interests cn Owner. In the event of any dispute regarding the giving or withholding of consent hereunder, the matter shall be xefeared f+o the Expert for resolution. Section I9.OB Assfgnxnertt' ~ (a} Except as hereinafter provided, Manager shall not assign its rights or obligations tinder this Agreement without the prier written consent of Owner. Manager shall have the right to asaiga its rights and obligations under this Agreement without the oonsent of Owner {i} to any Affiliate ar (ii) to arty assignee which is rat an Affricate but which together with its Affiliates acgrrires all or a substaatial part of the operating assets of 1Vianager including the Ritz-Carlton Marks, and asst~es Martagex's obligations, including those hereunder and is capable of performing the same. Irr such latter event, Manager's liability hereunder shall tetn'tinate npvn such assignment, but in the event of any assignment to ara Afiilia#e, Manager stall continue to be liable under this Agreement to the same extent as though such assignment had not been made. Manager may assign its rights fo reserve the Base Managezraent Fee or Incantive.Man.~gemieut i~ee ar portions thereof to any Ferson as security far indebtedness. If Manager elects to assign its rights antd obligations under this Agreemeart to an Affiliate in connection with restructuring Manager's interest under this Agreement for reasonable business purposes, Owner shall cooperate with Manager, at no cost or expense to Owner, in effectuating such restructuring. (b} Except in the case of a permitted Ov~rtership Transfer; Owner shall not assign or transfer its interest in this Ag~eement without the prior written consent of Manager which shall rat unreasonably be withheld; provided, however, that Owner shall have the right, without such consent, to conditionally assign this Agreement as security for-a Mortgage of the Golf Club %rt accordance with this Agreement. Upon an assignment by Owner which is cons~errted to by Manager (or approved by the Expert), Owner's liability hereunder shall terminate. ~.,~ r_ ~-- ~. r, ~•. ~. r-:fi ~~ Regular Council Meeting -November 5, 2008 -Page 133 of 222 • . (c) ha the e:~'ent either Party oonsents to an assignment of this Agreement by the other, aao further assignment shall be wade without the express comet in writing of such Party, unless such assignment may atheiwise be made without such consent pursuant to the terirns of this Agreement. Unless otherwise specified in this Agreement or unless otherwise agreed by Owner aazd Manager, sxa sssignment by either Owner or Manager of its innterest in this Agreerneuut shall not relieve Owner or Manager, as the case may be, from its respecfive obligations Bander this Agreement, and shalt inure to the benefit af,~aud b>r biascling upon, its respective successors, heirs, legal represemtatives, or assigns. ARTICLE ~: MiSCELLANE0U3 Section 20.01 iZi~lft to 147,aIce A~reernettt. Each Party warrants, with respect to itself, tkat nezthea the eacecutz~vm of this Agreement nor the finalization of the traaasactions ocmtesnlplated hereby shad violate any provision of law or judgment, writ, injunction, order ar decaee o€-any court or govenaamenfal authority having jurisdiction over it; result ira or constitute a breach or default ender ~,y indenture, contract, other camanitme€rt or restriction to which it is a party or by whicd~ it is bound; or require any consent, vote or approval which has eat been takeaa, or at the time of the transaction involved shalt not have been taken. Each Party covenants that it has and will continue to have throughout the Term of this Agreement the thll right to enter into this Agreement and perform ifs obligations hereunder. Section 211.02 Consents. Wherever in this Agreement the consent or approval of Owner or Manager is required, such consent or approval shall not, unless otherwise provided herein, be unreasonably withheld or delayed, shall be in writing and shall be eatecuted by a duty authorized officer or age~at of the Party granting such consent or approval. If either Owaier or Manager fails to respond within 'may {30) days to a request by the other Party for a consent or approval, such consent or• approval shall deemed to have been given. Section 20A3 I~cedeuendent Contractor, In the performance of dais Agreement, Manager shall act solely as an independent contractor, Neithex this Agreement nor any agreexinenfs, instrumeaats, documents or transactions contelmplated hereby shall in any .respect be interpreted, deemed or construed as making Manager a partner, joint venturer with, or agent of Owner or as creating any similar relatiar-ship OF Person, and Owner covenants anal agrees that it wa'II not make any contrary assertion, contention, claim of counterclaim in any action, suit, arbitration or other legal proceedings involving Manager and Owner. Sectioai ZU,44 Conffden4iality. (a) Tlae Parties hereto agree that the matters set forth in this Agreement are, strictly confidential and each Party will make every effort to eaasure that the information is not disclosed 45 ~~, ~.,o i'"" f" ~; • ~.u • Regular Council Meeting -November 5, 2008 -Page 134 of 222 tD any outside Person ar exetities (indading the press but excepting prospective or existing lenders, investors, or pum~asexs, or the Parties' advisors, aecountartts and legal cxlu>ESSe1) without the written consent of the other Party. (b) Ido reference to Manager or any Affiliate of lvlanager will be made in any prospectus, private placement memorandum, offering circular or offering doctunentatian related thereto (herein collectively referred ~ at: the "P~"), issued by Owner. or one of its Affiliates, which is designated t8 interest either potential investors in the t3o1f Club or potential golf dub members, unless Manager has previously received a copy of a1I such references. However, regardless of whether Manager does or does net so receive a copy of all such references, neither Manager nor any Affiliate of Manager wY`1! lie deemed a sponsor of the offering described iri the Prospectus, nor will. it have any respon~"lsility for the Prospectus, and the Prospectus wil! so state. Unless Manager agrees in advance, the Prospectus will not include any trademark, symbols, logos or designs of Manager or any of its Afliliazes. Qwaer shall indemnify, defend and hold Manager harmless from and against all loss, costs, liability and damage {including a#torneys' fees and expenses, and the cost of litigation) arising out of any Prospectus or the offering desc•,zibed therein. S~tian Z(}.t~5 Headfnas. Headings ofArticles and Sections are inserted only for convenience and are in no way to be construed as a limitation vn the scope of the particular Articles or Sections to which they refer. Secflon 2tlfl6l~otices. Notices, statemerrts and other r~ommunications to be given under the terms of this AgreeFnent shall be in writYng and delivered by i>,and .against receipt, or seat by cert'if'ied or regisfiered mail, postage prepaid, return receipt requested or sent by caxi~ned facsimile transmission: {i)_. __ ... If to Qwner(sl. DM 4olf Investment, LLC 3567 East Sunrise Dave, Suite 219 Tucson, Arizona 85718 Attention: David Mehl . Facsimile: (520) 577-2319 :7 4b raa r_~ m ~-• ~-.- ft ~. f.71 ~.r~ Regular Council Meeting -November 5; 2008 -Page 135 of 222. • (u7 ~f to Manama c/a Ritz-Garito~e Golf 5649 Westwood Blvd.,1~` Floor • . Orlando, Flarida 32821 Attention: ice Psesidatt, Golf Operations Tel: (40'7} 206-6249 Facsimile; {407) 206-6042 with a copy to• Marriott Ownership Rasoxts, Inc. 6649 Westwood Blvd. 3~ Floor Orlando, FL 32821. A,tt~tion: Law Department Tel: {4f}7} 206-6000 Fat~irnile: {407) 206-6420 Any Party Ilerebo may change its address for service at any time upot>I written notice to the other Party. . Seatia~. 20.07 Env3xanmetitai Matters. {a) In the event of the discovery of Hazardous Materials on any portion of the Golf Site ox in the Golf Club buildings during the Term of this Agreement, Owner shall promptly, and in accordance with applicable law, remove, .or cease to be renrtaved, such Hazardous Mate~als, together with all contaminated soil acrd containers, and shall otherwise remedy, dr cause to be remedied, the problem in accordance with all Environmental Laws. Owner shall indemnify, defend and hold Manager harmless from and against all Loss, costs, liability and damage (including, without limitation, engineers' and attameys' fees and expenses, and the cost of litigation) arising from the presence of Hazardous Materials on the Golf Site or %n the Golf Glob buildings unless caused by Manager or its eznpl©yoes. {b) Unless caused by Manager or its employees, all costs and expenses of the aforesaid removal of Hazardous Materials from the Golf Site or the Golf Club, and of the aforementioned corrtpliance with all Environmental Laves, anal any amounts paid to Manager pursuant to the indemnity set Earth in the last sentence of Section 20.07fa1, shad be paid by Owner froth its own funds, not as a Deduction nor from the Repairs and Equipment Reserve, and shall be !rested as an expenditure by Owner pursuant to Sec#ion~8.03. 47, r"? 3~,fj 4!? " ~) ~~ ~..a r- a- ~. -~ .~. r:.[~ ~..n • • Regular Council Meeting -November 5, 2008 -Page 136 of 222 Section 20.0$ Entire Atnent. This Agreemient, together wig. other writings`signed by the Forties which are expressly stated to be suppleznen#al hereto and, together with any instruments to be exeaxted and delivered pu~uant to this Agreement, oonstitutes the entire agrer,~ment between the Parties and s~zpersede all prior tuiderstandings and writings. Tile Agreement maybe changed only by a wring signed by both Parties hereto. Section 24.09 Counterparts; Eacsmite S This Agreement may be executed in several counterparts and all such execut~i raa~ counterparts shall cotxstitute one agreement, binding on ail of the Parties hereto, notwithstanding that ail of the Parties hereto are not signatories to the original or to the same counterpart. '~ Facsimile signaorres shall have the same effect as original signatures. c r- ,,.. Section 2(3.10 Goyernfns* La~vv. :~ ,... ...• This Agreement is exeaxted pursuant to, and shall be oonstxued under and governed ; a exclusively by, the laws of the State of Arizona, without regard to the conflicts of laws principles .r~ thereof. ~ . Section 20.11 J'nrksdiction. ~ . .Except for any determinations to be tuade'by a genet of Experts pursuant to th_ a terms and coadi#ions of this Agreement, each Party hereby expressly and irrevocably subnuts itself to the uou-exclusive jurisdiction of the courts of the State of Arizona. This consent to persotaal jurisdiction shall be self-operative, Section 20.12 Expert Decisions. Where this Agreetne~ calls for a matter to be referred to a ganef of Experts for determination, the following provisions shall apply: (a) With respect to any referred matter, the matter shall be decided by a majority vote of a panel of Experts. l'n the even# that either Party calls for a-determination by Experts pursuit to the terms hereof, each Party shall have, ten (l0} days from the date of such request to select one Bxpert and, within ten (l0} days affect such respective selections, the two (Z} xespective firms and/or individuals so selected shall select the !bird (3rd} Expert.. Zf a Forty fails to make its respective selection of a fnn or individual within the ten (ii)} day period provided fur above, then the Expert selected by the other Patty shall select two (2) Experts #o serve on the Experts panel. Also, if the two (2} respective Experts selected by the Parties shalt fail to select a third (3rd) firm or individual (satisfying the requirements set forth in t>3e definition of `Expert" in Section 1.01) to be an Expert, then such third (3rd} Expert alto!! be appointed by the American Arbitration Association. With respect to any issue hereunder tc> be referred to a panel of Experts for determination, the use of the Experts shall be the exclusive remedy of the Patties and neither Party shall attempt to adjudicate any dispute in any other foram. The decision of the Experts as Regular Council Meeting -November 5, 2008 -Page 137 of 222 • shall be final acid binding on the Parties end shall no# be capable of challetzge, whether by arbitration, in court ar otherwise. - . {b) Each Party shaft be ~ntitled.~ make written submissions to the 13xpexts, and if a Parry makes any submission it shall also provide a copy to the other Party and the other Party shall have the right to continent on such submission (a21 within the time periods established pursuant m Section 2a.l~fd) below). The Parties shalt make avaslable to the Experts ati honks and records retatxng. to the issue in dispute and. shalt render to the Experts any assistance requested of the Parties. The costs of flee Experts and the proceedings shalt be borne as directed ~;, by the Experts unless otherwise provided far,herein. The Ex~xts may direct that such be ' treated as Deductions. -n . (c) "Tfie Experts shat! make their decision with respect to the wafter referred• for ,..~. ~•_ determination by applying the standard set forth in this Agreement regarding such matter: If this ~! Agreement does not contain a specific standard regarding such matter, then the Experts shall Y. apply the Ritz-Carbon Standards. =' (d) The terms of engagement of the Experts shalt include an obligatlott on the part of 'a'' the Experts to: (i} notify the Parties in writing of their decision within forty five (45} days from ~ n the date on which the last Expert has been selected (or such other period as the Parties tray agree . or as set Earth hereilzt}; and (n') estabtista a fifinetable for the ~nak€ng of submissions and replies. Section 28.13 U.S. Cta~rreucv: . • LTntess otherwise -expressly stated hersein,. alt dollar amounts stated in. this Agreement shall refer to United Sfates Dollars. Section 20.14 Trnde Area Restrlcfion snd Cflm~ett~us Facilities. (a) Neither 1Vlanager nor any of its A#Elia#es shat! open for business, operate or convert Ervin existing business, or permit any other Pelson to open for business, operate or convert from existing business, ar~y 1Zestrict~i Golf Fealty within the Restricted Area during the _. _ ...period_from.the. Effeetive..Date to:tise Termination of tbis..Agr~ment......_ _.. - (6} Manager on behalfofitself and its Affiliates acknowledges that the foregoing territorial and tirAe limitations are reasonable and properly required for the adequate protection of Qwner and the Golf Club. jRemadnde~r nfpage ~itentlonally left blank] ~Signatunes appear on fvllofvinb'P~EI 99 Regular Council Meeting -November 5, 2008 - Page.138 of 222 YN FITNESS '@VHEREOF, the Parties have executed this Agreeai€errt by their duly authorized officers as of the Effective I?ats. . ."Owner" DM GOT..F IlJV'ESTNffiNT, LLC. By: DM Administza#zo37, h-c. its: i1+Iauag~ By: ~, Name• ~~..~'' Title: Sl-:^T~*TiS+/~J cc~~~,r, THE RITZ-CARLTON FiC}TEL COMPANY, L~ doing business as Ritz-Carlton Golf By: Natne• Title: try ~-~. ~.s~ r- -~; ~- ~.. -~ ~, ~~ oo~ nrtnrr~crACa+s~n~r Regular.Council Meeting -November 5, 2008 -Page 139 of 222 •i IN WITNESS WHEREOF, the Parties have •exec;~ted this Agreement by their duly auuthori~ed officers as of the E#I'ective Date. . «~~,,, DM (3dL1~ IN VESTM,LN'T, LLC By: DM Adminisizatian; Inc. Ifs: Manager Bp. Name: 'Title: V ~ORLS35-LsgallL,ngai SharedlASta~ko11t+1a:riott GolflDove MovntainlCeaff tJtmagement AgreemernlDove Mout~in Goff Management Agent {RC Drag 09.I 4,0'7).ttoo 5I Regular Council Meeting -November 5, 2008 -Page 140 of 222 ,. ~' I~-n ~-~ t... ~- • n ~. r J Exhfbit A Legal Descrlptfon of the Golf Site BLOCKB "F," "C}" AND `~i," AS SHOV~1 ON THE FINAL PLAT' O?< "DOVE MOUNTAIN REBURY"', A SUBDYVISIt3N REC©RDED 1N BOQI~ b2 4I+ MAY'S AND PI.A'I'S AT PAGE 71, UFRICIAL RECORDS OF FYMA CQUNTY, ARIZONA. r +'a m~ ~. ~- V• Y`~ w~ ~• f ~~ Regular Council Meeting -November 5, 2008 -Page 141_ of 222 •i Lensed Marl 1. Lion and Grown.design ('below), U.S. Trademark Regisfxatian No. I749744 2. Krrz<-C.~'rox (word), U.~. '~adeanark Registration No. 2615549 3. 'I~3E RITZ CARLTON GOLF CLCIB (word), U.S. Trademark Registration X30.2792835 t -c~ ,_a ti~ r t- w s • Regular Council Meeting.- November 5, 2008 -Page 142 of 222 ARIZONA ~F 800 W Washington 5th Floor ~ ~~ ~ ~ ~w phoenix AZ 85007-2934 , ~; ,~; ~~°r ~~ {602) 542-5141 ;~r~~i'~}N~1 3 ~ .~.4 r t ~n ! r_ , Attention all Local Governing Bodies: Social S+ local law enforcement agencies far the purpose NSES & CONTROL ~/~ ~ JJ// (~ Up~ J 400 W Congress #521 Tucson AZ 85701-1352 -~`~~ (520) 628-6595 ~, ,~~~~~ / lei ~"~ ~': z.is'~.C'anfiderrtiaL This informatior~~a~ be ai be blocked to be unreadable[i~ribrto Read carefully. This ins An extensive 3nvestigatian of could result in criminal prosecl or print with black ink. f ' wise or incomple#e answers ~,/ oration of a license or oermi TO BE COMPLETED BY EACH OWNER, AGENT, PARTNER; STOOtfiHOi~l'(A'Q3°~~bR?,MORE); MEMBER, OFFICER OR MANAGER. ALSCH PERSON COMPLETING THIS FDRM MUST SUBMITAN "APPLICANT' TYPE FINGEfiPR,~iIJT"CXfF2D WHICH MAYBE OBTAINED AT THE DEPT. FINE RPRINTING MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A F(N}GEF~~pR~~INTfNG SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. ~`''~f ~., s Liquor License # Eff.10101107 there (s a $24.00 processincl fee for each finpernrint card submitted. ~ ~o ~ Do~/~ A service fee of 525.00 wilt he chased far all dishonored chedrs (A.t2_S. A4.68521 1. Check appropriate box--• - _ _ _ _ ~ , (If the locaiton is currerrtly licensed ~er^Partner ckholder^Member^Officer ©Agent ^ Manager(Only} Other (Complete Questions 1-2{) & 24) (Complete All Questions excent# 14,14a & 25) Licensee or Agent must corn late # 25 for a Mana er Licensee or Agent must complete # 25 2. Name: ~ DEPEW KENNETH t1.~1 ~ ~R-f c9~ Date of Birth -~~ Last Frst Middle {This III Not me a a 3 . Social Securtty Numb Drivers Licens State: ~z. r o ecome,~a1 lic Records) 4 . Place of Birth: nI~W.~k'RY ~'/Z (~s~ Height`. r }r Weight ~ `r Eyes: ~ Hair. ~r..~N,4~ City State Country (not county) 5. Marital Status ^ Single 5~ Married ^ Divorced ^ Wido~w}ed Residence (Home) Phone: (Sam ) 6. Name of Current or Most Ret~nt Spouse: laAr'~nr€z -.C1~~t v/ ~ug(,~EiV ~rv~ Date of Bi (List all for last 5 years -Use add'Rional sheet if necessary) Last Fmst Middle Maiden 7. You are a bona fide residerif of what state? 61-1 2~N~ if Arizona, date of residency: ~~ F3 ~OG~ 8 Telephone number to contact you during business hours for any questions regarding this document. .S{ ,~~ ) 9. If you have been a resident less than three (3} months, submit a copy of driver's license or voter registration card. 10. Name of Licensed Premises: THE RtTZ~ARLTON GOLF CLUB DOVE MOUNTAIN premises Phone: { 520 ) ~~~ - 35'00 11. Licensed Premises Address: s5ot Boulder Bridge Pass Marano Pima a5s5e Street Address (Do not use PO Bax #) City County 2~ 12. List your employment or type of business during the pas# five (5) years, if unemployed part of the time, list those dates. List most recent 1st. FROM Month/Year TO Month/Year DESCRIBE POSITION OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS {Give street address, city, state ~ zip) CURRENT GrNtr~C-!y GE W Sri r ~.~.A€n'. 2rFG~ .9ss /~?i9R~lN X72 tiS !` r 2 ~ ~ QL ~,'at. - Ci..S ,l /moo J Y C o,~ OF C~o~ T~KE rrL -Ct},etToro RosE NAt,~ Tr9~~~cs1 t2rrz- Rc. o..: /~os cc r ~D~' A I I A(~H AUUI I IUNAL SHtt I I!• Nt(:tSSAKY FUK EI I HtK StC: I IVN/~ 13. {ndicate your residence address for the last five {5) years: ~}l r FROM Mordh/Year TO MontlWear ReM or Own RESIDENCE Street Address If rented, attach a sheaf ivin name, address and one number of landlord C' State Zi 3f g a CURRENT ~~~ Oro Valley AZ esrss l ~ ~b 3 ~&' >~~~vr c. aeF~v T~ ,cog / ~ ~Q It3~i~ (f~DF.f<Zs LIC 0101 0212005 Disabled individuals requiring special accommodations, please call the Department. (602) 542-9027 Regular Councif Meeting -November 5, 2008 -Page 143 of 222 14. As err Owner, Agent, Partner, Stockholder, Member or Officer, will you be hysically present and operating the YES ^NO the Eicensed premises ? if you answered YES, haw many hrs/day?~.~answer #14a below, tf NO, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Course within the last 5 years? (Must pmvide proof) ,YES ^NO If the answer to # 14a is "NO", course must be.completed before issuance of a new license or approval on an existing license. 15. Have you EVER been detained cited. arrested indicted or summoned into court for violation of ~ law or ordinance {regardless of the disposition even if dismissed or expunged)? For traffic violations, include onb those that were alcohol and/or drua related 1 B. Have you EVER been convicted. fined posted bond been ordered to deposit bail. imprisoned. had sentence suspended. placed on probation or parole for violation of ANIt Isw or ordinance (regardless of the disposition even if dismissed or expunged}? For traffic vioolafions. include only (hose that were alcohol and/or drua relafeal. 17. Are there ANY administrative Eaw citations, compliance actions or conserrts, criminal arrests, indictments or summonses PENDING against you or ANY entity in which you are now involved? 18. Have you or any entity in which you have held ownership, been an officer, member, director or manager EVER had a business, professional or liquor APPLCATION OR UCf=NSE reiected denied, revoked suspended or fined in this or any other state? 19. Has anyone EVER filed salt or obfained a iudament against you En a civil action, the subject of which involved fraud or misrepresentation of a business, professional or liquor license? 20. Are you NOW or have you EVER held ownership, been a controlling person , been an officer, member, director, or manager on arxy other liuuor License in this or any other state? 1f any answer fo Questions 15 through 20 is "YES" YOU MUST affach a signed sfatement. Live 1 to deta'I 1 d' ^YES ~NO ^YES ~l0 ^YES I~NO ^YE3 L~NO ^YES ~10 Cis O r ra _.~ _ comae I s me u rng dates, agencies involved end drspos-frons. ,-.~ tf you checked the Manager box on the front of this form, fill in ti21-23 and 24, all others skip the following box (21-23} and ga ~# 24 21. Have you attended a Department approved Liquor Law Training Course within the last 5 years? {Must provide proof) ^YES If the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new license OR APPROVAL on an existing lick{ 22. Do you make payments to the licensee? ^ YE5 ^ NO If °yes°, how much? $ per month. Total debt to licensee $ 23. Es there a formal written contractor agreement between you and the licensee relating to the operation or management of this business? ^ YES ^ NO If °yes", attach a copy of such agreement 24 1 KENNETH ~(, ~(Q ['cy DEPEW ,hereby declare tha# f am the APPLICANT filing this questknnaire. (Print full name of Applicant} have read ~ls questionnaire aly~ the contents and al! statements are true, carrec# and complete. ofAppli hlOTARY pl PIMA My Cornt My commission expires on: ~Y'rl ~~~ ~_' Day Month Year of Arizona -- County of Pima oregoing instrument(rw-as, acknowle ge ore me this 5 day of tJ~l~~ 2 0 0 8 i~ssion Expires Day io,2aion~ _ ._.L ~u FILL IN THIS SECTION ONLY IF YOU ARE A LICENSEE OR AGENT APPROVING A MANAGER APPLICATION Licensee or Agent Approval of Manager 25.1, Print LicenseelAgent's Name): Hereby authorize the applicant to act as manager for the named liquor license. S#ate of County of The foregoing instrument was acknowledged before me this X (Signature of LICENSEElAGENT) nay My commission expires on: Day Month Year (Signature of NOTARY PUBLIC} (Signature of NOTARY PUBLIC) day of Morrth Year • Regular Council Meeting -November 5, 2008 -Page 144 of 222 ARIZONA i3EPARTIV~ ~1T~;QF uQU.O?L~~ENSES 8~ CONTROL ~ ~,/ `./ ~C1 ''° 800 W Washington 5th Floor ; : = `°~ °; ; ~ 4001N Congress #521 Phoenix AZ 85007-2934 ~ ~~ ' ~:~. h ^~~~ s~:_ Tucson AZ 85701-13 (602) 542-5141 N ~ £~Q~~.~~~~©1~1~1~'~~ ~ y (520) 628-6595 _ j{ _ Attention all Lacal Governing Bodies: Social Securttj~ an¢ Blr.~hdaf,~Jnfprrrtatron.ts l'onfidential. This Information local !aw enforcement agencies far the purpose o~zp~ckgr`ou{ti~:e~ks,'o)?tyi but~u~st be blocked to be unreadable Read carefully, This instrumentnis;aGSwoFn ~~ne~t~ ~ y e or print with black ink. An ex#ensive investigation off goer ~ac)fdurli3„~n1)~:~ndu~ False or incomplete answers could result in crimina pro { ton>']rld,~ e''derital~or~~. e4quetltirvocation of a license or permit TO BE COMPLETED BY EACH OWNER, AGENT, PARTNEii t-[QL>{~~%~l~MC112E), MEMBER, OFFICER OR MANAGER. ALSO EACH PERSON COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT TYPE FINGERflE~I)JT;~D WHICH MAY BE OBTAINED AT THE DEPT. FINGERPRINTING MUST BE DONE BY A 80NA FIDE LAW ENFORCEMENT AGENCY OR A FII~GEF~PRINTING SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. Liquor License # Ett'.10/0'[!03 there is a $29.00 processing fee for each fingerprint card submitted. ~~ € ©o ~ t 3 A service fee of $25.00 will be charged far all dishonored checks (A.R.S. 44.6852) (!f the location is currently licensed) 1. Check [pwner^Partner^Stockholder^Member~Officer^Agen# ^ Manager{Only) appropriate ^ Other (Complete Questions 9 2D ~ 24) {Complete Ali Questions exceut # '14, i4a 8~ 26) box-~ Licensee orA enf must com fete # 25 for a Mana er Licensee or Agent must com fete # 25 2. Name: Shaw William Joseph Date of Birt Last First Middle (This Wiil Not ome a Public Records} 3.5ociai Security Numbed ~rs License State: MD R o u i s) 4 . Place of Birth: Arlington VA USA Height: s'o" Weight: 170 Eyes: Bm Nair. Sinrer City State Coun#rv {not county) 5. Marital Status ^ Single ^x Married ^ Divorced ~ Widowed Residence {Nome) Phone:~^~ 6. Name of Current ar Mos# Recent Spouse: Shaw Diane Maria Date of Birt~~_,~ {List all for last 5 years -Ilse additional sheet if necessary} Last First Middle Maiden 7. You are a bona fide resident of what state? MD If Arizona, date of residency: NIA 8 Telephone number to contact you during business hours for any questions regarding #his document. 9. If you have been a resident less than three {3) months, submit a copy of driver's license or voter registration card. t0. Name of Licensed Premises: The-Ritz Carlton Go!# Clubyst Dove Mountain Premises Phone: (~)g~.- 3~ 91 _ Licensed Premises Address: ssol Boulder Bridge Pass Marano Pima 85658 Street Address (Do not use PO Box #} City County , rp. 32. List your emofovment or tme of business durne the oast five 151 nears. if unemoloved Dart of the time. fist those dates. list most recent 1st FROM MonthtYear TO Monih/Year DESCRIBE POSiTlON OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS (Give street address, city, state & zip} 10/93 CURRENT PresidenVC00 Marriott International, Inc, 10400 Femwood Rd., Bethesda, MO 20817 A f l ACH AUDIT 1C7NAL SHEET IF NECE55ARY FOR EITHER SECTION 73. Indicate your residence address for the last rnre 151 vears~ FROM Month/1'ear TO Morrth/Year Rent or Own RESIDENCE Street Address If rented attach additional sheet ivi name, address and hone number of landlord Ci State Zi 10189 CURRENT Own MD zoeea L!C Ot07 02!2005 Disabled Individuals requiring special accommodations, please tali the Department (602) 542-9027 Regular Council Meeting -November 5, 2008 -Page 145 of 222 'f 4. As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the AYES ~NO the licensed premises ? If you answered YES, how many hrslday? , answer #14a below. [f NO, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Course within the tas# 5 years? (Must provide proof) AYES ^NO If the answer to # 14a is "NO", course must be completed before issuance of a new license or approval on an existing license. 15. Have you EVER been detained cited arrested. indicted or summoned into court for violation of ANY law or ordinance {regardless of the disposition even if dismissed or expunged)? For traffic violations, include only ^YES ~X NO those that were alcohol and/or druv related. 16. Have you EVER been convicfed. fined posted bond, been ordered fo deposit bail, imprisoned had sentence ^YES X10 suspended placed on probation or parole for violation of ANY law or ordinance (regardless of the disposition even it dismissed or expunged)? For traffrc violations. include only fhose that were alcohol and/or drug relateaf. 17. Are there ANY administrative law citations, compliance actions or consents, criminal arrests, indictrnents or ^YES ©NO summonses PENDING against you or AIdY entity in whidi you are now involved? 18. Have you or any entity in which you have held ownership, been an officer, member, director or manager EVER ^YES ~O had a business, professional or liquor APPLICATION OR UGENSE reiected. denied, revoked, suspended or fined in this or any other state? 19. Has anyone EVER fried suit or o6tafned a iudament against you in a civil action, the subject of which involved ~ygS fraud or misrepresentation of a business. professional or liquor license? "`"_ -C r-~ 20. Are you NOW or gave you EVER held ownership, been a oontrollino person ,been an officer, member, director, AYES ~NQ~,' or manager on amJ other liquor license in this or any other state? y !f any answer fo Questions 75 through 20 fs "YES" YOU MUST atfach a signed s#atement '- Give cornpJete details fncludfng dates, agencfes JnvoJved and dfsposftfons. r ~. If you checked the Manager box on the front of this form, 6[I fn #21-23 and 24, all others skip the following box (21 23j and go to ;~24 • 21. Nave you attended a Department approved Liquor Law Training Course within the fast 5 years? (Must provide proof] ^YES ^NO • tf the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new license OR APPRQVAL on an existing license. 22. Do you make payments to the licensee? ^YES ^ NO . ff "yes", how much? $ per month. Total debt to licensee $ 23. Is there a formal written contract or agreement between you and the licensee relafing to the operation or management of this business? ^YES ^ NO If "yes", attach a copy of such agreement 24. !, W t_.L hereby declare that i am the APPLICANT filing this questionnaire. (Print full name of Applicant) l have read this questionnaire and the contents and ail statements are true, correct and complete. __ _.t,, X ~ /~ ~ State of -" ~a-v~ ~Coun#y of 'y1~2r ~'?/ The foregoing instrument was acknowledged before me tI i (Signature of Applicant) ~ ~ .~ KATHRVfd R BOt?fCEFt I~lOTARY PUBLtC STATE OF MARYLANI? My commssion expires ~tuCommission Fgoimc,~~n~larv ~ anin Day Month r ' Year day of ~~ Day Month ~ ~- (Signature of NOTARY PUBLIC) FI! .L liti 7'HI5 S;=GTION ONLY tF YOU ARE A LICENSEE OR AGENT APPROVING A MANAGER APPLICATION Licensee or Agent At~provaf of Manager 25.1, Print L'ice~r~see/Agents Name~__ Hereby authorize the applicant #o act as manager for the named liquor license. State ofi County of The foregoing instrument was acknowledged before me this X (Signature of LICENSEEJAGENT} pay My commission expires on: Day Month Year day of Month Year (Signature a€ NOTARY PUBLlC) • Regular Council Meeting -November 5, 2008 -Page 146 of 222 AR1_ZONA DEPASRTMr~E~T.F LIQU,f~t~~L~.C~NSES & CONTROL FV~ ~V.J =L~ ~~ r ; :~° LIB: s;;g ~ ~... 'c4 c.~..: a. }, -.F ~ ~~ t- x 3 -'3 ~8 ~ t-Y •' Si ~ `= 400 W Congress #521 800 W Washington 5th Floor ~ '~ ~ , ~ ~ Tucson AZ 85701-1352 ~ Phoenix AZ 85007-2934 *~~-' , ~ .~ _ ~~:,. (602} 542141 z' °` ~ClU'~~'t'-IONNiA~E~E ~ ; ~ ~,. (520) 62$-6595 F ~ ",.r* 5~ a,~ "l.,. ~~,_ y~. . y_-~ .u. 7':~ C`~. Attention all Local Governing Bodies: Socia[ S`ecur~tj)' and Brrthp~ate~infoimation ~s ~onfidentiaf. This information ma `` e'giv 'n local law enforcement agencies for the purpose o~,i~ackgr'oun~~hscks,osRly butiri~ust be blocked to be unreadable pri to ,,;? t-k or"ary,,;publi~c=vieli-s r``~, ~~. Read carefully. This insttnbr>it,;ls~a~sirvorr~t-dpc~ieent. Type or print with black ink. An extensive investigation of opl'~ ur{8s°wr~,~~~s,,,~lduated. False or incomple#e answers - could result iin criminal prosecu.'ign;anddedt~o ~ ~v_-., .° hq . .., , _ rks _ bse~qu~"rit;~revocation of a license or permi#. TO BE COMPLETED BY EACH OWNER, AGENT, PARTNER`57pCTK#iOLQE=F21~®~.9',l4fORE), MEMBER, OFFICER OR MANAGER. ALSO EAC PERSON COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT' TYPE FINGER~f~lhf~f CXtf2D WHICH MAY 8E 08TAfNED AT THE DEPT. FINGERPRINTING MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A F1NGE„Sl2fNT1NG SERVICE APPROVED BY THE DEPARTMENT OF LfOUOR. THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. ""~:" r`' y~c- Liquor License # Eff. 9010'!103 there is a $29.00 processing fee for each fingerprint card submitted: A service fee of 525.00 will be charged far all dishonored checks {A.R.S. 44.6852} Ot0 t t~~ oZ ( 3 { if fhe location is currently licensed 1. Check []Owner^Partner tockholder ^MemberOX Officer[] Agent ^ Manager(Oniy) appropriate Other (Complete Questions 1-20 & 24) (Complete All Questions ex, ceut# 94,14a & 25) bow-~ Licensee or A ertt rrrusf com iete # 25 for a Mana er Licensee or A ent must com lete # 25 2. Name: Sorenson Arne Morns Date of Bi Last Frst Middle {This tMlf N come a art o Pe~bl~c Records} 3 . Social Security Num Drivers Livens State: MD __ ~I Not Become a Part of Public Records} 4 . PEace of Birth: Tokyo, Japan ~" Height: 6'1° Weight:. t70 Eyes: Brn Hair. em City State Country {not courtly) 5. Marital S#atus ^ Single ®Married ^ Divorced ^ Widowed Residence (Home) Phone: 6. Name of Current or Most Decent Spouse: sorenson Rutl, Mar1e Christenson Date of Bi (List a!f for last 5 years -Use additional sheet if necessary) Last First Middle Maiden 7.. You are a bona fide resident of what state? MD Ef Arizona, date of residency: NiA 8 Telephone number to contact you during business hours for any questions regarding this document. ~- 9. if you have been a resident less than three {3) months, submit a copy of driver's license or voter registration card. ~ 10. Name of Licensed Premises: The Ritz-Carlton Galf Club~# Dove Moantain Premises Phone: { Q~ ).=.1 t ^ - ~~~ 91. Licensed Premises Address: s5o1 souJaer eriage Pass Marano Pima asses 5freetAddress ....{Do not use PO Bax #) . - Clty County --Zip 12. List VOUr emDlOVment or tVDe of business during the oast five t51 vears_ if unemninvert nart of the time list fihnea rfatPC t_ist most rpr_Pnf 1st_ FROM Month/Year TO MonihlYear DESCRIBE POSITION OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS {Give street address, aty, state & zip} 03!96 CURRENT EVP/CFO Mamott International, Inc., 10400 Femwood Rd., Bethesda, MD 20817 H1 3 Hli1'1 HEJUI I IVIVfiL SI-Itt I It- N~titS.S'At{Y rUt~ t:l I iittZ 51=1;1 IUN~ 13. Indicate your residence address for the Last five !5) vears: • FROM MonthlYear TO Month/Year Renf or Own RESIDENCE Street Address !f rented attach additional sheet ivin name, address and nne number of landlord Ci State Zi 01/89 CURRENT Own ~ MD Zasts LIC 0909 0212005 .Disabled ind'rviduafs requiring special accommodations, please call the Department. (6D2) 542-9027 Regular Council Meeting -November 5, 2008 -Page 147 of 222 ~14.As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the []YES ®NO the licensed premises ? if you answered YES, how many hrs/day? ,answer #'l4a below. ff iVO, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Course within the last 5 years? (Must provide .proof) AYES ONO if the answer to # 14a is "NO" course must be com feted before issuance of a new license or a rova! on an existin license. 15. Have you EVER been detained cited, arrested. indicted orsummoned into court for violation of ANY law or ordinance {regardless of the disposition even if dismissed or expunged}? For traffic violations, include Dole AYES ®NO these that were alcohol and/nr drua related 18. Nave you EVER been convicted tined posted bond. been ordered to deposit bail. imprisoned, had sentence C~YESX[~10 suspenned. placed on probatfan or Carole for violation of ANY law or ordinance (regardless of the disposition even it dismissed or expunged}? For traffic violations. include only those that were alcohol and/or drua related 17. Are there ANY administrative law citations, compliance actions or conserrts, criminal arrests, indictmerrts or ^YES ^7C NO summonses PENDING against you or ARTY entity in which you are now involved? 18. Have you or any entity in which you have held ownership, been an officer, member, director or manager EVER ^'YES ~NO had a business, professional or liquor APPLICATION OR LICENSE reiected, denied, revoked suspended ar fined in this or any other state? 18. Has anyone EVER _frled suit or obtained a iudament against eau in a avil action, the subject of which involved ~~S ~O fraud or misrepresenfaSon of a business. professional or.liauor license? 20. Are you NOW or have you EVER held awnershio. been a con Ilin arson ,been an offi er, member, director, r_~ or manager on any other liquor license in this or any other state? ~ t Z ~r ~ ~pt1~0lL(11 K ~ 30l~ ~s ~~ 5,~1 If any answer to Questions 75 through 20 fs "YES" YOU MUST attach a signed statement. ,~ Give complete details including dates, agencies involved and dispositions. ~ It ou checked the Mana r- y ger box on the front of this form fill in #21-23 and 24, all others skip the following box (21-23y and go to #;24 tlGli~G17V1 VVVII VI^ .• M1 21. Havs you attended a Department approved Liquor Law Training Course within the last.5 years? {Must provide proof) DYES ^N~' If the answer to #29 is "NO" course must be completed BEFORE ISStJANCE of a new license OR APPROVAL on an existing licen e 22. Do you make payments to the licensee? ^ YES ^ NO If "yes", how much? $ per month. Totai debt to licensee $ I23. Is there a formal written contract or agreement between you and the licensee relating to the operation ar management of this business? ^ YES ^ NO if "yes", attach a copy of such agreement /L~_., ea «. ~, • • --• -~- •- a. .r w-~-n ~ r~ , nerany aec~are mat i am me Hrr~i~Hrv ~ Hung tn~s quesnonna~re. {Print full name of Applicant) I have read this estio nd the contents and alt statements are true, correct and complete. state of ~- County of !Y!'trw¢-~c-- X The foregoing instrument was acknowledged befo me thi (Signature of Applicant) _ ~, ,F1." day of ~_ ~'~ ~,~ > `~/', S~- ICATNIaYN P 840KEFfi , Day Month Year NOTARY PUBLIC STATE OF MAR1'Ll1AlI? ~C.~ `fir / My mmission expires dNY Omission Expires,lanna~. spa Day Month Year (signature of NOTARY PUBLIC) FILL tN TH1S SECTION ONLY iF YOU ARE A LICENSEE OR AGENT APPROVWG A MANAGER APPLICAT'r'9N Licensee or Agent Approval of Manager 25.1, Print Licensee/Agen#'s Name}: _. ,_ Hereby authorize the applicant to act as manager for the named liquor license. State of County of The foregoing instrument was acknowledged beforere me X (Signature of LfCENSEE/AGENT) Day My commission expires on: day of Month Year Day Month Year (Signature of NOTARY PUBLIC} Regular Council Meeting -November 5, 2008 -Page 148 of 222 • • • Prints an file for ARIZONA {},~3 cl-~ "~; :-,~'- Lam ~s ~ { 1S JL: 80D W Washington 5th Floor Phoenix AZ 85007-2934 ,.:~, (6D2} 542-5141 _ . ;~~~~` $CQNTRQL L~.i~jc. #~0,7~01704b7f~j~' 400 W Con s~#8?,~7 `'' ~'LJ Tucson AZ 5709-1352 Attention ail Local Governing Bodies: Social S~ local faw enforcement agencies forthe purpose mfidenffal. This information may be blocked to be unreadable prix T ~, Read carefully. Tttis instr~ut~ent ier~~,sWorkr~~db went a or print with bpack ink. \~v~ An extensive investigation of adr baaicg unS.~llrill ~ondu ~ False or incom lete answers could result in criminal prosecutionSapd~,tFder~ra~o~.subs"~r~;ent>revocation of a license or permit, TO BE COMPLETED BY EAC!-! OWNER, AGENT, PARTNER;^S"TOCI~HO~1~iE~l'~°Y`.~:MO~2E), MEMBER, OFFICER OR MANAGER ALSO PERSO COMPLETING THIS FORM MUST SUBMIT AN °APPLICANT" TYPE FINGEI~I~It~1T°~;9RD WHICH MAY BE OBTAINED AT THE DEPT. FWGE !HYING MUST BE DONE 8Y A BONA FIDE LAW ENFORCEMENT AGENCY OR A FIi~G1=~FFtINTENG SERVICE APPROVED BY THE DEPARTMENT OF UOR. THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. « d "~ Liquor License # Eff.1Q101l07 there is a $24.00 processinu #ee for each finclerprin# card sabrrtitted. _ ©(~ j p0 ~l 3 A service fee of $25.00 will be charged for all dEshonored checks jA.R.S. 44.6852} Check caner appropriate Other box--~ i 2. Name: McCarthy Robert John Date of Birth Last Frst Middle ('t'his 4Vitl Not E 3 . Social Security Numbe~~ Drivers License (This INEI Not Become a Part of Public Records) Agent U Manager(Oniy} 0 & 24} (Complete All Questions exceof # '14, 14a 8~ 25} ler Licensee or Agent must complete # 25 State: Virginia 4 . Place of Birth: New York New York USA Height: sto° Weight: tso Eyes: Blua Hair: Blonde City State Coun (not county} 5- Marital Status ^ Single ®Married ^ Divorced ^ Widowed Residence (Home} Phone: ~~- 6. Name of Curren# or Most Recent Spouse: McCarthy Audrey Lynn Date of Birt (List all €or East 5 years -Use additional sheet ff necessary} Last Fast Middle AAaiden 7. You are a bona fide resident of what state? Virginia if Arizona, date of residency: NIA 8 Telephone number to contact you during business hours for any questions regarding this document. 9. If you have been a resident less than three (3) months, submit a copy of driver's license or voter registration card. 10. Name of Licensed Premises: The Ritr-Canton Goff Ciul~ • Dove Mountain Premises Phone: (~~) ~oZ -~ 11. Licensed Premises Address: 6501 Boulder Bridge Pass Manna Pima 8565a Street Address jDo not use PO Box #) City County - Zip 12. Ust your emolovment or twe of business during the east five f5) vears. if unemoloved cart of the time. list those dates. List most recent 1st FROM MonthNear TO Month/Year DESCRIBE POSITION OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS jQve street address, city, state 8 ap) 04!00 CURRENT President -Lodging Operations Marriott InternationaE, Inc., 10400.Femwood Rd., Bethesda, MD 20617 04!95 04/00 Sr. VP -Northeast Region Marnoit Intemationat, Enc., 600 Urvcom Park Drive, 2nd FL, Woburn, MA 0'1801 12(94 04195 VP -Project Team Marriott International, Inc., 10400 Femwood Road, Befhesda, AAD 208'V7 ATTACH ADDITIONAL SHEET fF NECESSARY FOR EITHER SEGTtON~ 13. Indicate your residence address for the last five j5) years: FROM MontltlYear TO MonthlYear Rent ar Own RESIDENCE Street Address If rented, attach additional sheet ivi name address and hone number of landlord C' State {)8/00 CURRENT Own VA rz~mz 11!95 08/00 Own MA ot8to L1C 0101 0212005 Disabled Endividuals requiring special accommodations, please call the Depar[merrt. {602( 542-9027 Regular Council Meeting -November 5, 2008 -.Page 149 of 222 14. As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the L]YES 7~N0 the lioansed premises ? If you answered YES, how many hrs/day? ,answer #14a below. If N0, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Gourse within the last 5 years? (Must provide proof AYES ^NO ff the answer to # 14a is "NO" course must be com leted before issaanoe of a new license or a royal on an ex[stin license. 15. Have you EVER been detained. cited. arrested. indictedorsummonedinto courtforvioiation ofAM'iaw or ordinance {regardless of the dispositian even if dismissed or expunged}? For traffic violations. include only ^YES Z]X NO those that were alcohoiand/or drug, related. 16. Have you EVER been convicted, fined posfed bond been ordered to deposit bail, imprisoned had sentence ^YES X10 suspended. placed on probation or parole for violatdon of ANY law or ordinance {regardless of the disposition even if dismissed or expunged)? For traffic violations. include onh+ those That were alcohol and/or drug related. 17. Are there ANY administrative Eaw cifa#ions, compliance actions or consents, criminal arrests, indictments or []YES ~O summonses PENDING against you or AhiY entity in which you are now involved? 18. Have you or any entity in which you have held ownership, been an officer, member, director or manager EVER ^YE5 ~TO had. a business, professional or liquor APPLICATION OR LICENSE refected. denied, revoked suspended or tined in this or any other state? 19. Has anyone EVER fried suit or obtained a iudament against you in a civil action, the subject of which involved Qygg ~~, fraud or misrepresenfation of a business. professional orliauor license? ~~ 20. Are you NOW or have you EVER held ownership, been a controilinct person ,been an officer, member, director, DYES or manager on any other liouor license in this or any other state? [See Attachment: , If any answer to Questions 15 ihhrough 20 is "YES" YOU MUST attach a signed stafemenf. ~~ Give comrslete details including dafes, agencies involved and dfsposifions. ° ` ~- Y• If you checked the Manager box on the front of this form, fill in #21-23 and 24, all others skip the following box {21.23) and go to't~24 wv, ~• ~y~ 2i. Have you attended a Department approved Liquor Law Training Course within the tact 5 years? {Must provide proof) ^YES ^IJ~' If the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new license OR APPROVAL on an exdsting license 22. Do you make payments to the licensee? ^ YES ^ NO if "yes°, how much? $ per month. Total debt to licensee $ 23. is there a formal written contract or agreement between you and the licensee relating fo the operation or management of this business? ^ YES ^ NO If "yes", attach a spy of such agreement 24. !, Robert John McCarthy , herebydeclare that I am the APPLICANT filing this questionnaire. (Print foil name of Applicant) I have read thi a tionnair~ and the contents and all statements are true, correct and complete. ' J/~ Montgomery Maryland State of County of X ~~ The foregoing instrument was acknowl gel before me this Si afore of Applicant) 2 0 0 8 ~~~ day of ~e,0 ~t.r-e-~s,r- KATHRYiV ~ 8oorc~~ Day Montn ' wear NOTARY PiJBLlC STATE OF MARYLAND ~ r•~,,,~ Q 1~ 091~~ My commission expir~drP:n~mission F~ Day ol~lh' 2~ear {Sigr~aYure of NOTARY PUBLIC) FILL IN THIS SECTION ONLY 1F YOU ARE A LICENSEE OR AGENT APPROVING A MANAGER APPLICATION Licensee or Agent Approval of Manacter 25.I, Prinfi LicenseelAgenYs Name): Hereby authorize the applicant to act as manager fior the named liquor license. State of County of The foregoing instrument was acknowledged, before me this X {Signature of LICENSEEJAGENT) pay day of MonBi Y®a My commission expires on: Day Month Year (Signature of NOTARY PUBLIC) • • • Regular Council Meeting -November 5, 2008 -Page 150 of 222 Residence NR by Marriott liquor Licess~ ~ tnn Birmingham Flamewood 015337 r hin by Marriott, hrc. 50 State Farm Parkway Homewood Al 35209 '048337 ~ Birmingham knremess 'Q193 ~ ~ 3 Greenhi8 Parkway 13irmfigham Al 35242 OEY1458 O hm Marr~ft, lnclnc, i2001'CAUrt Montgomery AL 36!17 'Q T~i Residence inn Flagstaff ~~ Residence Inn Inc 3440 N Gatnfry Club Drive Flagstaff AZ 86004 07030080 arc Residence tnn b ~~ 801 N 44th Sfre~ Phoenix ,q2 85008 07070364 Mn Safe 99102020 Residence ~n b Mard Inc 8040 N Scottsdale Road Scottsdale ~ 85253 Residence inn Tempe 0897650 Residence fnn b Mara Inc 5075 S Priest Drive Tempe 0707 0467 AZ 85282 Residerioe Inn Bakersfrsid ~ ~ Reslder~e Inn b Manic Inc 4241 Ghestar Lame Bakersfield CA 93309 4i-250879 Residence inn Gamtal Mountain Randr Residence Inn Mani tnc 11002 R~cho Carne! Drive San 13~go 20.351324 GA 92128 Re~sidenoe Inn Concord Pleas~tt HIA~ 7{1.351324 sidence ~n b Marna Inc 700 ~"-~ way Pleasant FIB CA 94523 41.251!63 "denoe hn Gosfa Adesa-Newport geadr ' oe Inn Mari inc. 8818 Street Caste Mesa GA 92626 41-2.48278 Residence inn Founta~ Valley Residence Inn Mario Inc. 9930 Slater Fotantain Valley CA 92708. 1251 t81 Residence Inn Fresno 70.251181 ~esldence inn per, ~- ' ~ 5322 N Diana Street Fresno GA 93710 T0~853 ~. residence !nm Irvine Jahn Wayne Airport tesidence Nn b M ~, 2855 Main Sheet Irvine GA 92814 t~idence inn !ruins Spectrum 70.365584 tesldence Inn Ma tnc 10 Motgan Street _ kvine CA 92618 t 298277 ~sidence inn la Jofla esidence inn Marrio )nc. 8901 Gllmen Drive la .~lla CA 92037 47-28$4 esioience inn long Beach 4i-298429-1 ~idence Inn Metric inc. 4111 E Wrlfow Street Long Beach CA 90815 41-298428 ~idence innLos Angeiea - Tor'an~/Redondo rack rsiderce inn b Marriott Inc. 3701 Torramce$I-yd Torrance CA 90503 4f-407035 isidenoe inn Ik~ge sidenos Inn Marriott inc. 493! KateNa Avenue Cypress CA 90630 aidence inn Pasadena Arc~dla 70.391635 sidenos inn ~, 321 f Hunfkrgtcrr Drive Arcadia CA 9?006 70.298427 sidanos Mn Placentia-FWler~n ~idence Inn b ~, 700 W Krmber>jr Piaoen6a CA 92870 4 1 ;idanca Inn Sacramento -Cal Expp 7 0 -2964 8 idence Inn Mara lnc ~ 1530 Flows Avenue Sacramento GA 95825 70.408469 ' rice Inr~ San. -12iegQ-Sorranto Mesa-...... - . __- ___...-- -- -._._.... --- ---- - _-------- _____ _ _ _ ... . Inn by Marriott, fnc 5995 Pacific Mesa Court Sam Diego 20.423634 CA 92121 -- -__-- _ M ~~ ,~m~ ~,t, ~~~~-+ ~, n ~' ~~. ~~~ ~~ FOOD Q~ncil Meeting -November 5, 2008 -Page 151 of 222 f of 4 Residence Mn San Jose - Newark . ~ ~ r:~.° ,r 1= ~+. ; ~:•; ~ "~~ ^R - Residence inn b Mania Inc. ~~ De-nbarbn Coon Newark CA 94580 Residence !nn San Ramon Residence inn Manic Inc. !071 Market place ~ Ranrort ~ ~ ~~ Residence !nn South San Franasoo Oyster Residence Irrn by Marriott, Inc. 1350 Veterans Blvd Sou9r San F CA 94080 Res~ence inn E3oufder Residence inn Ma Inc, 3030 Center Greer Drive Elouider CO 80301 Residence tnn FL Collins (Tenrporaryj Residence Inn b Man1o Inc 1127 Qakridge (?rive Fort CalOna CO 80525 Residence Inn Boca Rabn Residence Inn Manbtt krc. 525 Northwest 77th Street Efocs Rabn FL 33427 E Residence inn Daytona E3each Residence inn ~• 1725 Rlr~rard PNty E~rd Daykx+a E1ear,~h FL 32f i4 E Residerme inn Jat4CSOrrvNle • Edaymeadows ':. Residence tnn b M Inc 8365 Dix E:Rs Trait JadcsorrvlAe FL 32258 E3 Residence inn Qrlando lntematkural Drive ', Residence inn b Manb Inc. 7975 Canada Avenue Orlando FL 328!9 E31 ', Residence !nn Orlando Sea Worldllntematbnal ~ ', Center Residence inn b Marriott Inc. i !000 Westwood E31vd Ort~ ~ 32821 E3E Residence inn Pensacola Residence Inn MaMott inc. 7230 ~~~ Road Pensacola FL 32504 E3E Residence IRrrr SE Petersburg Cbarwat~ Residence Inn b Mani inc. ~ 5Q5Q Ulmerbn Road l~rrretles Paris Ft. 33780 BE1 Residence Inrt Tatlahassee Universities at the Capitol Re~dence inn Marro Inc. 600 W Gaines Street Tatlahas~e FL 32304 E3EU Residence Inn Atlanta Airport NortldYsginia 4vaRUe 3ssdence lrrn b ~, 3401-nternatlonal8lvd ~~'~ GA 30354 0027 tesidence !nn Atlanta Alpharetta/North Point lesidenoe inn b Marriott inc. 1325 Northpoint Drive Atlanta GA 30201 00391 lesldence inn Atlanta AipharettatlMndward ~sidence inn b Marriott inc. 5465 Windward Parkway W arena GA 30004 t>o2Ti esrdence hrn Att~rta E3uckhead esidenc;e Inn b Marriott inc. 2960 lint Road NE Atlanta GA 30305 ()0253 ~sidence Inn Atl~rta Curnbertand rsidence Inn Marriott Inc. 2771 Hargrove Road Chamblee GA 30080 00248! asfdenoe !nn Atlanta i(enrrasayyiTown Center sldence inn by Marrbtt, tits 3443 George E3usbee Parkway Kennesaw GA 30144 003884 silence Inn Atlanta Perimeter Center 2009 rldenoe inn b Ma ' inc. 6096 8arfretd Road NE ante Q02482 GA 30328 ridenos Inn Atlanta PerimeterlDunwaody Sit ~dence ~ b Marriott I^c 190! boy ©~~ SmYma GA 30341 0025136 !dance inn Chicago - ~tc++~gnifrcent 08-fA-0G dance tnn by Marriotl ins 201 E Walton Street Chicago it. 60811 08•tA-00 , 15!4254 ~ent~~ Ia'I+i Cfiicago Waukegan lance hrn b Manion Inc. 1 440 S White Oak Drive Waukeggan 11. 60085 05"1A-00t 4720 . FO(?~B~ABrXleuncil Meeting -November 5, 2008 -Page 152 of 222 •i 154 t ~-b -.c~ ~. .. r--~ ~. n zr ~,~, • ~~ -~ • 2 of 4 ~ Inn Chicago-l,.o~»bard . ~ _ _ I inn M ~ tnC. 2001 S hfajiFiand Inn New Orleans Metarcie Jnrt by Marriott, inc. 3 GaMeria Bind Inn Shreveport-Bossiser Ciiy Inn hY 1Narrioh, Ina 1001 Gould Drhre Inn Boston -Andover ~ Inc.. ~ ~~~ Road nn Boston Cambridge Center rn Mauro tna 6 Cambridge Ctr rn Bosbrr Tewksbury/Andover In br Marriott. inrY 1 n5 Andover Street Residence inn xans~ City DoNmtowrWnion Hill Residence inn by Marrbtt, Inc. 2975 Min Sheet Residence inn Jadcso~n Residence fin b M inc. 88i F Rarer Piave ResJdence Inn Durham Residencw inn M Inc. 201 Residence inn Bind Residence inn Greensboro Residence inn by Marriott Inc. 2D~ Veasley Street Irur Raleigh -Cary Residence Inn by Marriott Inc. 29~ Y Parkway Residence Inn Newarlr ll8zabeth/Liberhr intematlonal Airpat 83 Glimc~er Really Way Residence Inn Inc. . iesldenos inn Las Vegas Convention Center tesidence Inn MarrFolt inc.. ~ 3225 Paradise Road tesidence fin !_ong Island - Nauppaugeltsfandia 850 Veterans Memorial residence inn by Marrio8, Ina. }{ighylay esidence trm Syracuse ssiderrce inn Marto ina Ei420 Yorktown Cirde ~siience !nn Akron rsidence Inn b Marrio Inc. 120 Montrose WAvenue widence Inn Chtcburati Slue Ash Isidence inn b Marrio ina i t4ti1 Reed Hartman Mghw skdenoe Inn Cinarrnat! NorthlSharanvUle sidence !nn Marrfo Inc. i 1689 Chester Road ddence inn Columbus Dublin ;idenoa !nn Marrio Inc. 435 Metro Pace South udence krn Ca~mbus North ~ pm ~ 8191 WZumsteln Drive idetroe !nn Columbus Worthington Idence inn by MarFiotf< Inc. 7300 Huntington Park Drive ~ -I-tn b _ lidarriott, ~rrc, _-._ _ ._ _~..~~.~Avenue ~e )nn Dayton-South e Inn b Marriott inc. ~ 155 Prestige Place ~QQr~Jsuncil Meeting -November 5, 2008 -Page 1 -d lL 60148 "°',K-w«,.~ 06-00005150 2800004970 ~ LA 70001 2800004970 423862 0800000690 ~y LA T11t1 '0800000890 o6~a9o79 MA 02142 No Licerrae # ie tldA 01876 No license ~ y MA ois10 ~z7oooo4i Kansas City ! MO ~ Ei4108 MS 39202 Dufiam NC 27713 Greensboro NC 27407 %~Y NC 2751 i t AzabeUr NJ 07201 e V~ NV 89109 1t rcr NY 11788 t! rt Syractse NY 13057 251 ~ OH 44321 7~ ~r~ae on x5242 T3a ~ OH 45246 730E nbus OH 43017 7308 r ON 43229 5564' ~ Oli 43235 73089 OH 45414 730891 ~ OH 45342 730895 36 ^r i ~ 5 3 oi' 4 ~I r :~ u~ IF~~~rr'f C '. '+ss~etrce Ituf Ph6adelphie Cllr Carr esidence Inn by Marrblt, Yrc. 8 Granite Penn f East Parr Square are LLC 9sidenoe Inn Columbia ~aideruxf Inn Marrio Irra 750 Sbneridge Drive ~sidence Inn I~ashvibe Airport ~idence hnr Marrio (nc. 2300 FUm H~ Pie aidence trnr Alexandria -Duke Street silence inn M inc. 1456 Duke Street siden~ Inn Ar6ng~n ldar,ce inn by Mamot~ Inc. 550 Army Navy Drive 8 MG Vi inia l,1~ Ina ' ! llcensees fdence inn Dulles Airport at Duque 26 Cenlsr idence !nn by Marrfntt, Inc. & Dulles 28 I•btel Once, LLC ~t 45250 Mon P~ Inn Redmond Inn by Merriatt, Ina f 64th Avenue NE #A PA 1 19f07 SC 29210 TAI 37214 VA 22314 VA i 22202 VA 120168 WA 98052 UBL~ ~f 0.48 473, •i r~ L J ~~ p~ r_rx m -r, ~..~ r- r w• r+ Cam"'' '~`~ FO~~~~ ~~ncil Meeting. -November 5, 2008 -Page 154 of 222 4 of 4 ARIZt?NA'DEPARTME~T OF UQUO$ t:. _ i z ~~r 800 W Washington 5th Floor '""'" ,k;,~ Phoenix AZ 85007-2934 ' ` ~''~'~ L ' .. ~,4' ,. ~.,:` ~.F ~~,..~: (602} 542-8141 ~~~ ;~s ~" ~'U,T#©I~I,~;A~ Attention all Local Governing Bodies: Social S~~vratjr and'~sirthdafe~,lnforr'atioti Ls`,~onfidential. This informs#io ay~ be local taw enforcement agencies for the purpose of~'a;~kgr`o~nc~,~hecFcs.any butiiiTL~st be blocked to be unreadable riot in ~; ,~, ; or'~n,~,~ui~tic~vi~~4x 4,"` ~f, Read carefuNy, This ins rnent is'~~swor~n-cjp eri#. ~y, a or print with black Ink. An extensive investigation of ar b~cfotan8•vut[.I b ~ttuc#ec~ false or incomplete answe could result in criminal prosecution.~dri e'!'deni~tl;flr+s'ftb~ aui3tat.r$vocatfon of a Ilcense or pe TO BE COMPLETED BY EACH OWNER, AGENT, PARTNER;°51"OCI~-tOLDi,(~~b,'~~1bF~NtDRE), MEMBER, OFFICER OR MANAGER. AL3`i1 EACH PERSON COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT" TYPE FINGERf~~'~IhfF°~EktRD WH1C}t MAY SE OBTAINED AT THE DEPT. FINGERPRINTING MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A FING~E„I~PRINTING SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. Tl-tE DEPARTMENT DOES ~ PROVIDE THIS SERVICE. v,,;~~:" Liquor License # Eff. 90/01/03 there Is a $29.00 processing fee for each fingerprint card submitted. A service fee of X25.00 will be charged for all dishonored checks [A.R.S. 44.6852) ~ ~ ~ ©~ a ` Check ~ erUPartner~#ockhoider^Member®Officer^Agent ~ ^ Manager(Only} appropriate Other (Complete Questions 1-20 & 24) (Complete All Questions excent# 14, 14a $~ 25) box-~ Licensee or Agent must complete # 25 for a Manager Lice»see or Agent must complete # 25 2. Name; Cooper Simon Francis Date of Bi Last First Middle (this 1h1if1 Not come a P2 3 . Social Security Nu Drivers Licen ~ State: VA t Nat Become a art of Public Records) & CONTROL ~~ ~ ~~ 400 W Congress #521 Tucson AZ 88701-1352 V {520} 628-s595 ^ t~ ~ ~.,~ ~ V 4 . Place of Birth: Ingastone , UK Height 6'3" Weight 22o Eyes: Gm Hair. Bm City State Gountrv {not county) 5. Marital Status [] Single ®Married (~ Divorced ^ Widowed Residence (Home) Phone: 6. Name of Current or Most Recent Spouse: Cooper Marcella vvette Bergeuin Date o (List all for last 5 years -Use additional sheet if necessary) Last Rrst Middle Maiden 7. You are a bona fide resider of what state? vA If Arizona, da#e of residency: N!A 13 Telephone number #o contact you during business hours for any quesSons regarding this documen#. 9. if you have been a resident less than three (3) months, submit a copy of driver's license or voter registration card. 10. Name of Licensed Premises: The Ritz-Carlton Golf Club~["Dove Mountain Premises Phone: (~) ~~0~'- 35 b~ 11. Licensed Premises Address: 6501 Boulder Bridge Pass Marano Pima 85865 Street Address (Do no# use PO. Box #) City Courrty Z'ip 12. List your employment or type of business durna the oast five [51 years. if unemployed cart of the time. list those dates. List mos# recent 7st. FROM MonthNear TO Month/Year DESCR[BE P051TlON oR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS (Give stree# address, city, state & zip) 02/01 CURRENT President/COO The RAZ-CarNon Hotel Corriparry, L.LC. 4na5 Walard Ave., Sate BDD Chevy Chase, MD 20815 ATTACH ADDITIONAL SHEET lF NECESSARY FOR EITHER SECTION 13. Indcate your residence address for the last five t5) years: Fi20M MonthlYear TO MonthNear Rent or Own RESIDENCE Street Address If rented, a€tach additional sheet ivi name address and hone number of landlord C State T~ 06/03 CURRENT Own VA 2zraz LIC 010f 02!2005. Disabled individuals requiring special accommodations, please calf the Department. (602) 542-9027 Regular Council Meeting -November 5, 2008 -Page 155 of 222 ~yn 1 h . k d h Manager t~ox en the fronE ofi this farm kit? to # 15 14. As an Owner, Agent, Partner, Stockhoider, Member or Officer; will ypu be physically .present and operafing the []YES QNO the Licensed premises ? !f you answered YES, how many hrsJday? ,answer #14a below. If NO, skip to #15. II 14a. Have you attended a Department approved biquor Law Training Course within the Jast 5 years? {Must provide proof} ^YES ^NQ If the answer to # 14a is "NO" course Islust be comrleted before issuance of a new License or approval on an existing license 15. Have you EVER been detained. cited. arrested. indicted or summoned into court for violation of ANY taw or ordinance (regardless of the disposition even if dismissed or expunged)? For iraflic vfolafions, include only ^YES >~]ND those that were alcohol and/or druv related 16. Have you EVER been convicted, treed. posted bond. been ordered to deposit bailer imprisoned, had sentence ^YES [X~NO suspended. placed on probation or parole for vicla#ion of ANY law or ordinance (regardless of the disposition even Et dismissed or expunged}? For traffic vio/ations. include only those that were alcohol and/or drug related. 17. Are there ANY administrat'roe law citations, compliance actions or consents, criminal arrests, indictments or ^YES ~O summonses PENDING against you or ANY entity in which you are now involved? i 8. Have you or any entity in which you have held ownership, been an officer, member, director or manager EVER ^YES ®I~TQ had a business, professional or liquor APPLICATION OR LICENSE reiected denied revoked. suspended or fined'rn this or any other state? 19. Has anyone EVER tiled suit or obfained a judtament against you in a civil action, the subject of which involved. ^YES ^X NO fraud or misrepresentafion ofa business. professional orlivuor license? 20. Are you MOW or have you EVER held ownership, been a controllingperson ,been an officer, member, director. DYfiS ui`L~i or m_~ on am other liauar license in this or any other state? r.1"3 rrl If any answer to Quesfions 15 Through 20 is "YES" YOU MUST affach a sictned statement -"c' Give complete details including dates, agencies involved and dispositions. ~ ,,~~, If you checked the Manager box on the front of this form, fill in #21-23 and 24, alt others skip"the following box {21-23} and go to #t~24 u IYIQIIOyCI JCtiLIVtI ,!'~ 21. Have you attended a Department approved Liquor Law Training Course within the fast 5 years? {Must provide proofi) ^YES ^Nt~ • If the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new license OR APPROVAL. on an existing licei~ie ~~ 22. Do you make payments to the Licensee? ^YES ^ NO If "yes", how much? $ per month. Total debt to licensee $ ~_. 23. Is there a formal writken contract or agreement between you and the licensee relating to the operation or management of this business? ,~ f ~) .s ^YES ^ NO If "yes", attach a copy of such agreement 24, L, _ ''~+ ~ T~ C.?/t~'[ ,hereby declare that 1 am the APPLICANT filing this questionnaire. I have read this ques nna and the contents and all statements are true, correct and complete. Sta#e of'~~~ ~ ~^-~ County of X The foregoing instrument was acknowledg J~ `tfOij 9 i n ~ ~ rZ' "~`~ day of S e r~~2•f ~~ R~~~ Day Month My commission expires on: 3 ~ - Z ~ ~ 7.a l e ~ ~'~~-$>€~ Day Month Year _ _ _ ('gnafisre o OTARY PI,jBJ~,Cj, ~,~ _, FILL IN THIS SECTION ONLY IF YOl! ARE A LICENSEE OR AGEI~f APPROVING A Licensee or Agent Alpproval of Manager 25.1, Print l.icenseelAgenf sName): Hereby authorize the applicant to act as manager for the named liquor license. State of County of The foregoing instrument was acknowledged before me X {Signature of LICENSEElAGENT} pay My commission expires on: Day Month Year day of Month " Yeas (SEgnature of NOTARY P9JSL1Cj • Regular Council Meeting -November 5, 2008 -Page 156 of 222 Rea~ence tart by Marriott Liquor Licenses rivl+~eU n~ ~ +. ~.~~ ~ ~ Addresid'-' ~~ i 71ii• . ,, r . Lir ~ .. ~ lnn f3im~ngham yomeweod 01$337 ~ Inn by Marriott, tnc, 50 Std Farm Parkway Homewood AL 35209 '048337 ~ Inn Birmingham Invenress X193 ~ b ~ 3 Greenhi9 Parkway Birmingham AL 35242 002458 M fnn by Ma 12E)0 Hlknat Court Mon6gornery AL ~1 f 7 1 inn Inn [ inn Fountain Valley Inn !na Inn Fresno inn b Mani ina~ -~ ;.. fnn Irvine John Wavna ' krn by M inn is J~ !nn by M !nn ~ ectr sfdence lnn Orange silence inn by Maniot afdenoe lnn Pasadena ridence fnn by Marrioq ~ideno8 Inn Placenta-F - Cal '07023 3440 N Country Club Dttwe F AZ 86004 07030081 801 N 44~ Street PhoeNx AZ .85008 070364 99102020 6Q40 N Scottsdale Road ScoEtsdala pz ~~ 070701 t4 '0897650 5075 5 Priest ~ Tempe AZ 85282 07070467 . 49868 4241 Chester Lane BakersSeld CA 93309 4t-250879 ~ 11002 Raricfro Cannel prhre San Diego CA 92128 20.351324 7a,3513z4 700 Eginwood Way Pasant HiN CA 94523 41-251183 ®ach 8818aker Street C~ Mesa CA 9282$ 41-298276 ~ geter Fountain Valley CA 92708 41-251181 .. 70.251181 5322 N Diana Street Frewro CA ~ 93710 70-406853 2655 Main StreBt h,ri,~ 20-365584 CA 92614 365584 10 Morgan Strept Irvine CA '92618 4t-298277 8901 Gilman Drfve ~ ,~ ~ 92037 47-298429 41-298429-f 4111 E VlRaow Street Long Beach GA 90815 41-298428 i~dondo 37017orrar~ce BLvd Torrance CA 90503 41-A0T035 4931 KateNaAvenue Cyprosa 2a39t635 CA 90630 91635 321 E Fiuntir~Cn Drfve An~dia Coal 91006 TO-298427 700 W Kmberfy Placentia CA 92874 298428 1530 Hans Avenue 5acramenfo CA 95825 70-406469 cae.Inn. Sa~Dfaga~Sott;anbMesa------._. _.._.._.._. _.. __.._.._..._.._..._ ._._...... _..._..-----____-- --.---.......__. ce !nn b Marna fnc. 5995 Panic Mesa Court San Diego CA 92121 ~2~~ 70-423634 FOOi3rXteuncil Meeting -November 5, 2008 -Page 157 of 222 M r_r° a-r~ .~ ~:~ ~_ ~- N~. u7 ,~, ,~ 1 of 4 ..~....- ssidence inn San ,lose -1Vewarlc rsidence inn by IVFentoB, ~, isrder~ce inn San t~arnan -" ~sidenoa Mn by Marriott, Inc. silence Inn South San Franasco sidenoe inn by Marriolt, lrrrw inn inn Inn Mri )nn inn Capitol 35466 ~ Court 1074 Martseet Pipe ~ 1350 Veterans Blvd 3030 Cent , p~ 1427 Oakddge Drive ~ Nortl~west 77th Street t725 Richard Petty Blvd 9365 Dbr Etlls Tray '975 Canada Avenge 1000 Westwood Bhrd ?B} Plarrtatton Road X50 ltknerton Road 9 W Gaines Street 4venue - _ ~estdence Inn Marrio Inc. .340! lntematlonai Blvd A~} tesidencs inn Atlanta Alpharetta-l+tcrth Pohrt tesldence Inn b Inc, 4325 Nortltpdnt Drive Atlar lesrdence hur Atlanta AI are itar'INIn Ph dward fesidenoe tnn Marriott inc. 5485 Windward Partcway W esidence inn Atlanta Budchead ssidenoe Inn b Marrto Ina 2960 Pledrr~nt Road NE Atlanl ssidenos Inn Atlan~ Cumberland ~denoe !nn M ~, 2n1 Hargrove Road Chain silence inn Atlanta Kennesaw/Town Cent silence inn by Marriott, inc. 3443 George Bushes Parkxray Kenna stdence Inn Atlanta Perimeter Center 9ldence )nn ~, 6096 Barfreid Road tVE AtI~M f ridence)nn Atlanta Perimeter/pru,woody ~tdenoe inn M inc. 1901 Savoy Drive Spa idence Inn Chkago . DowntowrNMa~ifiasnt dance inn b M y arriott, Inc. 201 E Walton Street ChicaQa de~0~k1`R CtifC2gQ W~gUjfBgan ----------_--_---._..-......_ _...._.._....._ ienoe inn b Marriott inc. 1440 S Whits Oak Drive Waukega ~~r~uncil Meeting -November 5, 2008 -Page 158 of 222 way ~- 94560 70-389847 ~ ~ t:A 94583 44-250880 ith San F CA 94080 20~3642n 7o-~s4zn ~ CO 80301 44-2703$-0000 CoNins Ct? 80525 00168 Ratorr FL 33427 BFV6043732 ma Beach FL 32144 BEV7408299 anvBe F! 32256 8EY2608763 b ~ 32849 BEV5807248 ~ FL 32824 BEV5808483 ~a Ft. 32504 BEV2701154 Park ~ FL 33780 BEV6240870 see Ft. 32304 8EV470345f GA 30354 GA 30204 GA 30004 GA ~3p5 GA 30080 t GA 30144 2 GA 30328 GA !30344 100 R 60811 Il_ 60085 ~i t~ ,-- ~' rn ,• r~ b --r • i 2 of 4 Restdena .lnn ChlCagp-...~ . - ~ _~ - :.,._ ' :$ - e:!'- . ~ ' ~ ~ .~ i .~! Residence Inn b M ~, 2009 S F~ghland . Lombard rL 60148 06.1A-0020348 Residence Inn New Ct1~ns Metairie 0600005150 2600004970 Residence inn by Marron, inc. 3 Gaileria Bh-d Metairie LA 7000! 28t100049T0 Residence Inn '~ve~t`Bossier ~Y 42368'1 0800000690 Residence trm by Marrio~ inc. f OQf tBouM Drive Bossier City LA 71 f 1 f '0800000690 Residence lrrn Boston -Andover D6-09079 Re~derroe Inn ~, 500 WGnuteman Road MA 02142 Na License # Residence inn Boston Cambridge Cen~- Residence Inn b Ma ' tnc. 6 e ~ ~ MA 01876 Nc License # Residence Inn Boson TewksburylAndover Residence tnn Mamott inc. 9775 Andover Street Tewksbury MA 01810 127000041 43 Newb Street MA WBMPG 05-2006 Residence Inn Kansas City DowntownNnion NiN Resid~ce tnn by Manltoit, Inc. 2975 Main Street Kansas COj- MD 64908 141254 LlC B 06 Residence Inn Jackman , - 9910901 Resit~nce ~ M ~, 881 is River Place Jackson MS 39202 ~' Residence inn Durham '006047025221 Residence Inn Mani Inc. 201 Reskienra? inn ~ Durham NC 27793 52890K R esidence inn Greensboro 45174K Residence inn by Marriotty Mc. 2000 Ve~isy Street Crsbom NC 27407 f 34231 idence tnn Raleigh - .Cary 17488 00091607AL esiderrce Inn by MartlQtt, Inc. 2900 R c P egen Y aY Cary NC 27591 l~7AJ 14SStdenos !nn Newark i:lizabefhiLiberfyr ~ 17528 In~natk~nal Airport Reaider~ Inn ~b Mani lna 83 {~irrtc~er Beatty tiVay ~bedt! NJ 07209 4esldence Inn Las Vegas Convention Center r tesidenca inn b Metric Inc.. ~ 3225 ParatBse Read ~ Las Vegas NV 89109 1051406-LtQ-#36 . tesidence Inn Long Island - l~tauppauge/tslanfia 850 Veterans Meuno<fet tesidence Inn by ~ Ina ~„~y 1'~pp~9e NY 19788 1156508 esidence Inn Syracuse esidenoe Inn Marriott tnc. 6420 Yorktown Circle East Syracuse IVY f 3057 2505870 ~iderrce lntt Atrrort ssidence ton b Metric ins f ZO Montrose W Aversre Akron OH 44329 730899f •0050 rsidence Inn Ckrdnnatl Blue Ash ~denral Inn b Marriott ins f 1401 Reed Hartrnarr i'iigtryvay Sharonvine ~! 45242 7308991-0010 sldenoa ton Cinannaft NorthiSharonv~te silence ton b lam, 11689 Chester Road Blue Ash C+H 45246 730899f-0025 silence inn Coturnbua Dublin silence inn b ~, '435 Metro place South CoAanbus OH 43097 7308,991-0055 udenoe ton Columbus North Jderrce rrm 141arrrott rna sl9f WZun-s~irr prr~s DubNrt off 43229 5564164-0015 iderrce Inn Columbus INorthinglon fdence Inn b Marrto Inc, 7300 HunSngbn park Drive Columbus Ofi 43235 730899f-0020 dance Inn Dayton-tVorlh ce~fnn b ~Aarria ~ ins .-~---- -- ~~~- __ _ iu8amisburg OH 45414 73~99f-0030 inn Dayton-Souk fence inn b Metric inc. ~ 955 Prestige Place Vandapa OH 45342 7308991-0035 FOO~~~uncil Meeting -November 5, 2008 -Page 159 of 222 3 of 4 cr~~ ~~ ~~ r- -~. f'"' ,~. :~ ~, t~ ~SIde11C81Rn PhAaiJeiptag (+iljt ~Bflter' { µ} ::> f .. ~ afs~. -- esktence krn by Marriott„ lnc. b Granbe Penn 1 East Pin Stprare pA ~a 14107 H~62 are !!C 9sktence inn Cdumbia ice Inn b Marrio inc. ~~ ~ Dtlvs Cohimbia SC 24224 32003784-PBW rsidet~ce inn Nashville Airport aldence tnn Manio Inc, 2300 Eim Hlp PdCe Maefr~e TN 37214 18141 a inn Alexandria - Duke Street ~denoe Inn Marrio ina 9436 Duke Street Alexandria VA 22314 022436 siderx;e tnn Arrington ~darce !nn by ManioEtr Inc. b A+FG Ye rnia H inc. ' t fioansees 550 Army iVavtr Drive ArGrrgfon VA 22202 006702 tden~ Inn Dulles Airport at Ihlfes 28 Center rdencre Inn by Marriott, rnc. & Dulles 28 Hotel Ors;e, LLC {point 45250 Morrtere Ptace y Dules VA 2010 040838 !nn Redmond Inn by Marriott tnc. 964th Avenue NE #A von ~ - flil7 W7D 4/J, WA 98052 Locatlfln 2 Ut3i # - 64i 036 473, • G.i`i ~~ Y-~ • FOO~t~~uncil Meeting -November 5, 2008 -Page 160 of 222 4 of 4 ARIZONA S~ 'i~ a~ ..2~ 800 W Washington 5th Floor Phoenix AZ 85007-2934 {602) 542-5141 „~,~ ^~,,'~ ; Attention ati Local Governing Bodies: Social S'i local law enforcement agencies for the purpose tr Prints on file for ~,,~~;. LIQUQR:d..IGENSES & CONTROL Lic . # 07070464(\X''l w °~- z V i. ~~ '~i,artl° a- ' 400 gr `~~ ~~~ `~; ~ ' . Tucson 8570 -1352 rleKtt~~~~~`~~~ ~ ~- {52 s2a-s 95 t'k: :v.l.i :i 5 ~! 1~.::~... ~i~fe~nfoSnatiopys,• fidentia[. This info anon n/ lecks;;bn~ buf~nfist be blocked to be unreadable r #o pq Read carefully. This instr,~men~~i~~worr~a-dp ~'4jriert `a'ny a or print with black ink. ~~''~ An extensive investigation ofy8:ot~rA~c)tC ri~lb~c"agducte~ False or incomplete answers could result in criminal prosecu pn fid, e~denta"I,arsubse~uer;t~.r°evocation of a license or perm TO BE COMPLJ=TED BY EACH OWNER, AGENT, PARTNEf~i-`STt)`C'FCHOLbEi~(0 f;~'3RsMl7RE}, MEMBER, OFFICER OR MANAGER. AL EACH PERSON COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT" TYPE FINGERPRINT~C,A`ftD WHICH MAY BE OBTAINED AT THE DEPT. F[N RPRINTING MUST BE DONE BYA BONA FIDE LAW ENFORCEMENT AGENCY OR A F11V~Ef3i?;f21NTING SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. THE DEPARTMENT DOES NOT PROVIDETHIS SERVICE. 'v,`.z' ~. Liquor License # Elf. 10/09107 there is a $24.00 processinci fee for each finclemr+nt carol submit#ed. p (p ~ Oda. l 3 A service fee of $25.fl0 wilt be charged for all dishonored checks {A.R.S. 44.6852} Gheck er0Par1ner0Stockholder~Niember©Offic:erQAgent ^ Manager{Only) appropriate Other (Complete Questions 1-21) 824) (Complete All Questions eXCeAf # 14, 14a & box-~. _ __ Licensee or Agent must complete # 25 for a Manager Licensee or Agent must complete # 25 2. Name: BRENEMAN MAiiGERY ANN Date of Bi Last Fast M'sddle ('This Will No ecome a Pa o P 3 . Soaal Security Numbe Drivers Lice State: Maryland _ ~ of Become a Part of Public Records) 4 . PEace of Sixth: Ridgewood NJ USA Height: 5'4" Weight 11o Eyes: Sm Hair: Bm City State Coure {not county) 5. Marital Status ~ Single []X Married ~ Divorced ~ Widowed Residence (Home) Phone: fi. Name of Current or Most Recent Spouse: Breneman Todd Alan Date of Si~~ (List al! for Iasi 5 years -Use additional sheet if necessary} Last First Middle Masden 7. You are a bona fide resident of what state? Maryland ff Arizona, date of residency: wA 8 Telephone .number to contact you during business hours for any questions regarding this document 9. if you have been a resident less than three (3) months, submit a copy of driver's license _or voter registration card. 10. Name of Licensed Premises: The-i'~tz-Cadton Golf Clutt~Dove Mountain Premises Phone: (~.~0) ~a -35~ 11. Licensed Premises Address: 6501 Bounder addge Pass Manna Ptma x5858 Street Address (Do not use PO Box #} City County .Zip 12. List Your employment or type of business during the past five {5) years, if unemployed part of the time, list those dates. List most recent 1st FROM ManthJYear TO MonthlYear DESCRIBE P051TlON OR BU51NE5S EMPLOYER'S NAME OR NAME OF BUSINESS (Give street address, city, state & zip} ~~f -~ ~ CURRENT Legal ASSistantlSr. Manager Marrwtt lntemationaf, Inc., 10400 Femwood Rd., Bethesda, MD 20617 ATTACH ADDITIONAL SHEET IF NECESSARY FOR EITHER SECTfON/~ 13. Indicate your residence address for the last five f5) years: y FROM Montfl/Year TO Month/Year Rent or Own RESIDENCE Street Address d rented, attach additional sheet ivin name, address and one number of landlord C' State Zi 07/05 CURRENT Own ~ MD a_oa9s 01!02 07/05 Qwn '~~d MD 20817 07/90 01/02 Own MD 20615 LIC 0101 0212005 Disabled individuals requiring special accommodations, please call the Department. (602} 542-9027 Regular Council Meeting -November 5, 2008 -Page 161 of 222 14. As an Owner, Agerlf, Partner, Stockholder, Member or Officer; will you be physically presentand operating the ^YES ©NO the licensed premises ? Et you answered YES, how many hrslday? ,answer #14a below. If NO, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Course within the last 5 years? {Must provide proof) ^YES ^NO _ tf the answer to # 14a is "NO", course must be completed before issuance of a new License or aaproval an an existing license 15. Have you EVER been detafned. cited. arrested. indicted or summoned into court for violation ffi ANY taw or ordinance (regardless of the disposition even if dismissed or expunged)? For frafiic violations, .include only ^YES ENO fhose fhat were alcohol and/or drug related. 16. Have you EVER been convlcfed. fined= ~osfed bond, been orsdered to deposit bail, .imprisoned, had senfence ^YES ©N 0 suspended. placed on proba#ion or parole for violation of ANY law or ordinance (regardless of the disposition even if dismissed or expunged)? For traffic violations, include only those that were alcohol and/or drug related 17. Are there ANY administrative !aw citations, compliance acctions or consents, criminal arrests, indictments or ^yEg ENO summonses PENDING against you or ANY entity in which you are now involved? 18. Have you or any entity in which you have held ownership, been an offices, member, director or manager EVER ^YES ~NO had a business, professional or liquor APPLfCATION OR LICENSI= reiecfed denied, revoked, suspended or fined in this or any other state? 19. Has anyone EVER filed suit or obtained a iudgmenf against you in a civil action, the subject of which involved ^YES ~t0 fraud or misrepresentation of a business pmfessiona/ orliauo~ license? 20. Are you NOW or have you EVER held ownership, been a controlling person ,been an officer, member, director, ®YES ^NO or manager on _rrnv other tcauor license m this or any other state? [See Attachment]„ tf any answer to Quesirons 75 through 20 is "YES° YOti MUST attach a signed statement. --O Give complete details including dates, agencies involved and dispositions. If you checked the Manager box on the fron# of this form, fill fn #21-23 and 24, all others skip the following box (21-23} and go to`,~24 21. Have you attended a Department approved Liquor Law Training Course within the fast 5 year;? (Must provide proof) ^YES ^N~. If the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new license OR APPROVAL on an existing license. 22. Do you make payments to the licensee? ^YES ^ NO If `fires", how much? $ per month. Total debt to licensee $~, 23. Is there a format written contract or agreement between you and the licensee relating to the operation or management of this business?~,.-~ ^ YES ^ NO If "yes", aftach a copy of such agreement `'~ 24 1 Margery Ann Breneman ,hereby declare that I am the APPLICANT filing this questionnaire. (Print full name of Applicant} ! have read this questionnaire and the contents and aft statements are true, correct and complete. ,~] state of Maryland County of Montgomery X ~' ~~~ " ~ -~ t~ ~~~ The foregoing instrument was acknowledged before me ti~is (Signature of Applicant) ~~ ~~RYN P BOp NOTARY PUBLIC STATE p ~R My commission expires on~1' Commission 1= ~A1'LAND Day tC Jr~ day of ~2~co~~~----~ 2 G D i.'> Day Monfh v `~ P~- ~_ (Signature of NO--~L.IC,~ FELL IN THIS SECTION ONLY IF YOU ARE A UCEMSEE OR AGENT APPROVING A MANAGER Ar?PL!CAT[ON Licensee or Agent Aaproval of Manager 25.1, Print LicenseeJAgent's Name}: Hereby authorize the applicant to act as manager for the named liquor license. State of County of The foregoing instrument was acknowledged before me this X (Signature of LICENSEE/AGENT} pay My commission expires on: Day Month Year day of Month (Signature of NOTAr'tY PUBLIC} Regular Council Meeting -November 5, 2008 -Page 162 of 222 • Re:dertoe !nn by IV!larrtof3 Llgaar Ucenaes - -_ _- ~A~~~l~. it / Addn~~ • Cyr : I Reskfer+ce trm Bfi»ingham #fanewbod 015337 _ Residence Inn by Marriott Irrc. 50 State Farm parkwei y Homewood A! 35209 '048337 ~ Residence tr~n Birmingham inveme~ '0193 Residence Irxt Inc. 3 C,reentull !'Y Birmingham Af. 35242 002456 Re~denoe Inn Montgomery 020551 Residence Inn by Marrbtt, Inc. 1200 H~rrrar Cant ~tg~Y AI. 38117 '071451 Residence fin Flagstaff ~~~ Residence Inn M krc. 3440 N Country Club drive Flagstaff AZ 86004 07030080 Re~dence Inn PhoenlxAirpat Residence inn Marriott tnc, 801 N 44th Street phi 07070364 AZ 85Q0B Residence !nn Scx~itsdab 991020 Residertoei !nn b Inc. 6b40 N ScottsdaN Road ~~~ ,qz 85253 070701 i4 Residence fin Terrrpe '0897650 Residence fin M ~ ~, 5075 S Priest Drive Tempe AZ 85282 070704b7 R fin 8akersiietd ~ 49868 Residence fnn b Ma inc. 4241 Chester Lane Bakersfield CA 93309 41-250879 Residence fin Cannel Mouratafn Ranch Residence Inn MaM Ina 11 QQ2 Randro Carmel Ddt~ San diego CA g21~ 20-351324 Residence inn Concord pleasant HB ~ 70351324 fdenos Inn Inc. ~ F~oOd Way it MU CA 94523 41-251183 ante fin Costa Mesa-Newport Beach sidence Inn ti M tna 881 Baker Sfinet Costa Mesa CA 92626 4?-298276 Re~dence fin Farntaln Vary 4e~dence fin b Marrio Ina 9930 Stater Fountain Valfiy 41-251181 CA 92706 ~ fin Fresno 70.251181 tesdence !nn Marrt inc. ° ~ 5322 N Diana Street Fresno GA 93710 70-406853 2esidence inn Irvine John Wayne Akpat tesidence Inn Maniot< .Inc. 2855 Main Street ltvine 20.365584 CA 914 lesidence mn Irvine Spectrum 70365584 ssldence !nn b Marrio tna 10 Morgan Sheet lrvfne CA ..92618 41-298277 esiderxoe fnn !a Jala ~ ~n ~ 8901 Gilman Drfvs l.a Jolla CA 92037 47-296429 ssidenos tnn Lang Beach 41-Z964~-1 reidence Irm t+Aarrto inc. 41 i 1 E VYiUow Street long Beach CA 90815 4?-28642$ asidence Inn Los Angeles . Torrance/Redor~O '~ silence Inn b Marriott tna. 3701 Torranos Blvd Torrance CA 90503 41.407035 siderroe fnn Orange sidenoe hrn b Marriott Inc. 4931 Katefla Avenue Cypress Cq 90630 20.391635 ederroe inn Pasadena Arcadia T0~39i635 ridenoB inn MBrrio Inc. 321 E Huntington Drive a CA 91006 70.296427 iidence Inn 1'Facentia-Fuflertar tdenoe tnn Ma lrtc. ~ W Krtrrt~rly Piacs;n5a CA 92870 idence hrn Sacramento • Cal Expo ,296428 idence Inn Marriott Inc. 1530 Howe Avenue Saaamenb CA 95625 70~d06469 ncelnnS~Diego-SoaeatoMesa--._.._ __.___.___...__.__-_------._._-_ ______.._.-_- - _ Inn Marriott !na 5995 pacific Mesa Court San Diego 92121 23634 CA 70-423634 F~t~j~r~Suncil Meeting -November 5, 2008 -Page 163 of 222 1 of 4 u oa c..n ~..~ ~. ~' u-- rw k - ---•~.......~.....~ .~av -,.errs (I Residence Inn M ~c, ~6 Bumbarton Cawt Resid~ce Inn San Ramon Residerx~ Inn b M ina 1071 Marhst Place Residence Inn South San Francisco Oyster Pa Residence Inn by ~, 1350 Veterans Bhad Residence inn ElOUlder Restdanoe inn Mkt Inc. 3030 Center t ~ Residence lnn Ft Co8ins Remporary) Residence Inn b M Imo, 1127 Oakrjdge Drive Residence inn Boca Rahn Residence Inn Marrro Inc. 525 Northwest 77th Street Residenc3 Mn Qaytona Beach Residence Inn Mart Inc. ~ 4725 Rkhard Pettyy Ord Restderroe inn Jatdcsonvllfe • Baymeadows Residerroe !nn ~, 8365 Dix EtUs Tray Residence Inn Orlando Intematfanal Drive Residence Inri b Man~tt inc. 7975 Canada Avenue Residence inn Orlando Sea i~IdlMtsrrrationai Center Residence !nn Marriott inc. 11000 Westwood Blvd Residenc3 Inn Pensacola - . Residence !nn Marriott hx:. 7230 Plantaflon Road Residence Inn St. Petersburg Clearwater Residence Inn Mania krc. 5050 tJimarton Read Residence !nn raBahassee t-niversihea at ~e C2rpltaV Residence Irrn Marriott rnc, 600 w Gainea street Readence inn Atlanta Airport NoriblVa 4venue Zesidence Inn b Manrio lnc. 3404 Internatlonal fBvd iesldenae Mn Atl~tta Alpft~ Point residenae inn Marriott Inc. 1325 Norfhpofnt Drhre ~ lesidence Inn Atlanta AlFharetkaliMndward esidence Inn Marrio lnc. 54t35 Windward Parkway W ~ esidence Inn A#anGe Buckhead ssidence kin Marriott Inc. 29'60 Piedmont Road NE: A rsidence inn Atlanta Cumberland raidence Inn ~, 2771 Hargrove Road q " Inn Atlanta Kermesaw/Town Center sidence Inn by Mantott, .inc. 3443 Cea9e 8usbee Parkway Ke srde»ce Inn Afl~ta Perimeter Cenbr iidence Irrn b M h1C. 6Q9B Bafield Road NE tlF ~idenoe inn Atlanta Perhneter/Dunyrood y xdenoe Inn b Marriott lrrc. 1901 Savoy Drive Sm! idence inn Chicago - DowrrbwNMagnisicent dance Inn by Marrfott, lnc. 201 E Walton Street Chid tiro Cfiica~ Waukegan fence Mn by Marriott, inc. 1440 S white Oats Drive w~„r< FOO2344~8, ~s Regu ar ouncil Meeting -November 5, 2008 -Page 164 of 222 ~ f 94560 San Ramon - C,q gq~ South San F CA 940 8ottlder CO 80301 Fort CoiGns CO 80525 i Boca Raton F! 33427 E Da~lona Ei~ch !Z 32114 6 ~ FL 32256 Bi ~~ FL 3'2819 BE ~~ FL 32821 BE Pensacola Fi. 32504 Bt:' Piru3Aas Parts - Ft 33760 BFti Tallahassee FL 324 BEV ~ GA 3054 0027 tlanta GA 30201 OQ39t ph~a GA 30004 0027f ~~ taA 30305 00253; enbiee GA 30080 002486 ~' t3A 30144 Ufa GA 30328 002482 SSlaALO '~ GA 30341 0025438 08-iA-00 ~ lL 60611 06.1A-OOt 1514254 --- _. _. .... ..___ ---- 3495"'f__ S~ lt. 60085 05-iA-006 154 -1_ • 2 of 4 Residence but Chicago-t„on~bard ;' ..• ~ ,.,~.' ' i ~„ . Residence Inn b M ~, 2001 S Ffghland Lortrbard iL 60148 06.000051 0 Residence Inn New Or~anaMetairie 5 2600004970 Residence Inn by Marriott, brc. 3 Gelleria Blvd Metairie L+4 10001 2600004970 Residence Inn Strrev.8ossier City 4236 0800000690 by Residence Inn Marriott, Inc. 1001 Gout Drive Cdy LA 71111 '080000069p Residence !nn Boson -Andover 116-09079 Residence inn Memo bra ~ li8nu~man Rosd Andover MA 02142 No License # Residence Inn Boston Cambridge Cerrbw Residence Inn Ma Ina 6 CaRrbrid9e Ctr Cambridge MA 01876 No Licasnse # Residents Inn Boston Tewksbury/Arr~+ar Residence Inn b M ~, 1 n5 Andover Sb~eet Tewlwbury MA 01810 1270041 93 Ne Street Residents !nn Kans~ Citl+ DawntoMnWnion Hill Peabod MA Wd~NlpG 05-20Q6 Residence inn by Mamloi~ brc. 2975 Main Street Kansas Ctiy MO 64108 141254 Residence inn Jadcsorr LIC-8-08-9910901 Residence Inn Marrth Inc. 881 E Rimer Place Jackson MS 39202 ~"2084t?-6 Reskdence Inn Durham '006047025221 Residence Inn Marto lna 201 Rnte Urn Bhfld t3urham NC 27713 52890K Residence Inn Greensboro 45i74K Residence inn M by arrbit, int. 2000 Vea Street ~Y Greensboro NC 27401 13423f Idence tnn Raleigh -Cary 70498 00091601AL ce inn by Marrlo8, Inc. 2900 Re~ty y Cry NC 27511 16i}7AJ Inn Newark EtizabethlLiberil- 17528 ~temation~ Airp~t 83 tamer Realty Way ~~ ~ iesidence inn MarrtoB Int. 07201 iesidence inn Las Vegas Convention Center Residents Inn Mamolt lrrc.. ~ . 3225 Paradise Road ~ Las Vegas NV 89109 1051408-UQ-136 , leslderrce Inn Long !stand - hauppauge/lslan~a 850 Veterans Memorial ~sldenoe inn by Marriott, Ina ~ HaupAau~ NY 11788 i 156503 esiderure hur Syracu~ Qsidence Inn b ~, 6420 Yorktown Circle East Syracuse NY 13057 2505970 3sidence inn Akron rsidence !nn b Marrio lna 120 ~ W Avenue C1i 44321 7308991-0050 eidence tnn Cktcinnati Blue Ash silents Inn b Marna Ina 11407 Reed Hartman Hlghwey Shasonvfge OH 45242 730899f -0010 silence Inn Cincinnati North/Sharonvifle silence inn b Marrio Inc, 11689 Chester Road Blue Ash OH 45246 7308991-~25 uderrce inn Columbus Dublin udence tnn Mauro Inc, 435 Metro Place Sou>h Columbus C4i 43017 7308991-0055 idenca lrur Columbus North iderxae inn b lrrc. 8191 W Zrtmstsirr Drive Dublin t3Fl 43229 5564164-0015 ~dence Inn Co~rmbus Worthington dance Inn Marrio ins 7300 Huntington Paris Drive Columbus OH 43235 7306991-0020 dance Inn Dayton-Nor~ _ G~ia b Marriott Inc. ----- _ _ _ _..____ T070f~oe venue Mtarnfsburg OH 45414 7308991-0030 Inn Dayton-South !rtn b Marrio lnc, ~ 155 Prestige Place Vandayia C#i 45342 7308991-0035 F0023448.x~s Regular ouncil Meeting -November 5, 2008 -Page 165 of 222 3 of 4 n~ -„ ~~ ~~ r ~.. :~ r- n ~.r~ ,. ~, ssidence Inn by Marriott, hoc. d Rangy Penn i East Penn Squaro !!.C eaidence Inn Cdeambia e Inn M Inc. 1 ~ S~rid~ Drive rsidarica Inn Naehv~'Re Airport e Inn ~, Z300 ~Irn !~!~ PSCe eidence Inn Afexandrie -Duke Street sidenoe Mn Mn, i456 Duke S~ sidenoe Inn Ar~gbn "- ddenos tort by Marriott, Inca 550 Army Navy Drhb 3 MG Vl iota Ma t >icensees iidenoe ton Dulles Aupat at Duns 2$ Center . Iderrce Inn by Maniolt, fnc. & Dues 28 Hotel Once, LLC (point '~ Monterey Place PA t 19!07 SC 292'10 TN 37214 VA 22314 VA ]22202 VA (20166 •i V 4.J.! tort Redmond Inn by Marrk~ tnc. 164th Avenue NE #A uo~N-vui WQ4IJ WA 911052 U~6pt ~ 473, H~' 1.1:5 1"' -~ V• ~~ h' V , • • F00~3t'~~ncil Meeting -November 5, 2008 -Page 166 of 222 4 Of 4 8aa W Washington 5th door Phoenix AZ 85aa7-2934 {sae)542-5141 Attention ail Local Governing Bodies: Social 5i local law enforcement agencies #or the purpose ~~ENSES & CONTROL :~~~~~ :~° ~~t ~~ 40a VV angress #521 ~ Tu~~n AZ =5711-1352 ~~~ ~:,~, {52a) 828-6595/' ~ f s ~nfidentiai. This informa£sa aye be be blocked to be unreadable igr tf Read carefully. This An extensive investi ation could result in crimina~ pros or print with black ink. °aise or incomplete answers ocafion ofi a license or permit. TO BE COMPLETED BY EACH OWNER, AGENT,.PARTNEI~~S`T'~L~iQI:X3 ~®F~MC?F2E), MEMBER, OFFICER OR MANAGER. ALSO EACH PERSON COMPLETING THIS FORM MU57 SUBMIT AN "APPLICANT"TYPE FINGER f~~'~D WHICH MAY BE OBTAINED AT THE DEPT. FINGERPRlN7[NG MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A FI ~1NTING SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. `'~ ~quor Liceni<e Eff.10/01103 there is a $29.00 processing fee for each fingerprint card submitted. ~ ~ ~ ~~ a ~ 3 A service fee of $25.D0 wiI! be charged for all dishonored checks {A.R.S. 44.6652} 1. Check ~ wnerJ_;,JPartnerUStockholderLJMemberUXOfficer(JAgent ~ LI Manager(Only} appropriate Other {Complete Questions 1-2D & 24) (Complete All Questions exce # 14,14a & 25} box-~ Licensee or Agent must comple#e # 25 for a Manager Licensee or Agent must complete # 25 2. Name: CHENG JESS1E-KAY WEILI Date of Bi Last First Middle (This Will N ecome a Part of Public Records) 3 . Social Security Numb Drivers Licens State: VA Rs Will Not Become a Part of Publie Rlec'ords) -~--Place-o~Birfh:--F~CtN{~I.IiLLJ HJ- ~-l.d`S~_-H~~ ~ ~~EyeS_.S~ft--#4air: R~r"' City State Coun (nof county) 5. Marital Status [( Single ®Married ^ Divorced ~ Widowed Residence {Home) Phone: ~~ ' 8_ Name of Current or Most Recent Spouse: DOBECK ROBERT B. Date of Bi (List a[I for last 5 years -Use additional sheet if necessary) Last First Middle Maiden 7. You are a bona fxie resident of what state? VA if Arizona, date Df residency: 8 Telephone number to contact you during business hours for any que 9. If you have been a resident less than three (3}months, submit a co~~ppp~~y~~ 10. Name of Licensed Premises: Tlie Ritz-Carlton Golfh"~ i 1. Licensed Premises Address: 6501 Boulder Bridge Pass Street Address. (Do not use PO Box #) • nla s6ons regarding this document. driver's license or voter registration card. Dove Mt~~`^ Spa _ 35 c~ Premises Phone: {~)_ Marano Pima 85685 City County Zip 12. List your employment or type of business during the past five (5) years, if unemployed part of the time, [is# those dates. List most recent 1st. FROM TO DESCRIBE POSITION EMPLOYER'S NAME OR NAME OF BUSINESS ManthlYear MonthlYear OR BItS[NESS {Give street address, city, state & zip} g o2ro7 cuRRENT Deputy General Counsel R~tz~ Cardl~on ha~~l Con 5.20$45 1~+~+5 Wi lar vet. , evy s , i IS2S n~ ~n~ cro r ....-,. ~,._ ~,.____-, ~~+~~o~ernwood~td~'OA~e>thesoda, MD 20$17 , ATTACH ADDITIONAL SHEET 1F NECESSARY FOR EITHER SECTION 13. Indicate your residence address for the las# five (5) veers: FROM Month/Year TO Month/Year Rent or Own RESIDENCE Street Address g rented attach addfionaE sheet ivin name address and hone number of landlord Ci State T.i 1 /$9 CURRENT OWN r VA 22~r LIC 1110'E 02120D5 Disabled individuals requiring special accommodations, please call the Department. (602) 542-9027 Regular Council Meeting -November 5, 2008_- Page 167 of 222 74. As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the ^YES ^X NO the licensed premises ? !f you answered YES, how many hrslday? ,answer #94a below. If NO, skip to #F'15. 14a. Have you attended a Department approved Liquor f.aw Training Course within the last 5 years? (Must provide proof) ^YES ^X NO tf the answer to # 14a is "NO", course must be completed before issuance of a new license or approval an an existing license 15. Have you EVER been defamed. cited. arrested. indicted or summoned into court for violation of ANY law or ordinance{regardless of the disposition even if dismissed or expunged)? For fraffic violations. include only ^YES ENO (hose that were alcohol and/or drug related 16. Have you EVER been convicted, fined. nosfed bond. been orrJered to deposit bail. imprisoned. had sentence []YES X10 suspended. placed on probation or parole for violation of ANY law or ordinance (regardless of the disposition even if dismissed or expunged)? For. traffic viatatlans. include only those that.were alcohol anaUor drug relafed. 17. Are there ANY administrative law citations, compliance actions or consents, criminal arrests, indictments or ^YES ~NO summonses PENDING against you or ANY entity in which you are now involved? 98. Nave you or any entity in which you have held ownership, been an officer, member, director or manager EVER ^YES ~NO had a business, professional or liquor APPLICATION OR LICENSE refecfed denies! revoked. suspended or fined in this or any other state? 19. Has anyone EVER filed suit or obtained a iudamenf aoainst you in a civil action, the subject of which 'snvo#ved ^1'I3S ENO fraud or misrepresenfation of a business professional or liquor license 20. Are you NOW or have you EVER held ownership, been a controlling person ,been an officer. member, irect r, ^,~ ~NO ar manager on an;~ other li uar licerrss in this or any other state? • If any answer to Questions 15 fhrough 20.is "YES" YDU MUST affach a sinned statement Give comulete details including dates, agencies involved and disposiSans. If you checked the Manager box on the front of this form, fill in #27-23 and 24, all others skip the following box (21-23) and go to 21. Have you attended a Department approved Liquor Law Training Course within the las# 5 years? (Must provide proof} ^YES ^NC~;' If the answer to #27 is "NO" course mustbe completed BEFORE ISSUANCE of a new license OR APPROVAL on an existing license 22. Bo you make payments to the licensee? ^YES ^ NO if "yes", how much? $ per month. Total debt to licensee $ n' 23. Is there a format written contract or agreement between you and the licensee relating to the operation or management of this business? ^YES ^ NO If `yes°, attach a copy of such agreement [..n 24. !, `~ f,-~ ~R- - ~Cr In-~-e-s- I ~.. C~'`E•+~- ,hereby declare that 1 am the APPLECANT fling ti~ris questionnaire. (Print full name of Appl cant) have read this questionnaire and file contents and all s#atements are true, correct and complete. Signature of Applicant) itATNAYN P. 800K;=R NOTARY PUBLtG STATE OF fiRA~lYt.l~1i~ID 1Viy commission expires or~, C,1~, Expires danuaro 5, 21Yi0 Day Month 'rear State of County of The foregoing nstnl ent was acknowledged be#o me th day of l~-s-L~4n~.~-~--' _o~~ ~ay~~ ,/~. Month fear ~~~'' 7 f e'~'~-Y fN d~~~ -- (Signature of NOTARY PLi6LiCj FELL 1N TI11S SECTION ONLY IF YOU ARE A LfCENSEE OR AGENT APPROVING A MANAGER APPLlCA7lGN Liicensee or Aaent Approve! of Manager 25.1, Print Licensee/Agent's Name}_ Herei~y authorize the applicant to act as manager for the named liquor license. State of County of The foregoing instrument was acknowledged before me this X day of (Signature of LICENSEE/AGENT) pay Monp, r~r My commission expires on: Day Month Year {Signature of NOTARY PUBLIC) • • Regular Council Meeting -November 5, 2008 -Page 168 of 222 ARIZONA DEPAF '~~ ~~` ~~ 800 W Washington 5th Fioor Phoenix AZ 85007-2934 {602} 542-5141 Attention alt Lacal Governing Bodies: Social Si local law enforcement agencies far the purpose Read carefully. This An extensive investi afion could result in crimina~ pros TO BE COMPLETED BY EACH OWNER, AGENT, PARTNER;°S`f(~CI{kiC±L COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT° TYPE FENCE MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A THE DEPARTMENT DOES NOT PROVIDE THIS SERVICE. Prints on file for ~`LiCENSl=S8~CONTROL Lic. X07070467 ~ +~ 440 ri~re ~~~~ `' ~' Tucson AZ 8570 -1352 1~-fRE~' `. ~~ ~` {524} 628-6595 infidential. This information be blocked to be unreadable nerrt~' a ar print wi#h black ink. ,L,j ,J rlclucte , False or incomplete answers i , s~c)ue'~tsr~vocation of a license or pe FORE}, MEMBER, OFFICER OR MANAGER. EACH PERSON WH1CH MAYBE OBTAINED AT THE DEPT. RPRINTING VG SERVICE APPROVER BY THE DEPARTME OF LIQUOR. EfF. 10/01/87 there is a $24.00 processing fee for each fingerprint card submitted. A service fee of ~25_n0 will he charred fer afl dishenered checks fA.R.S. dd.68521 Check appropriate box-~- Liquor License # ~ f~ f o o ~.~ 3 { if the location is currently licensed; ^Owner^Partner^Stockholder[~NemberQOfficer^Agent ^ Manager(Only) ^ Other (Complete Questions 1-2d & 24) {Complete Atl Questions exCept# 14,14a & 2~ Licensee or ertt must complete # 25 for a Manager Licensee or Agent must complete # 25 2. Name: Kimball Kevfn Michael Date Of Bi Last Frst Middle (This Will Not c me a a o u fc Records} 3 . Social Security Num Drivers License State: Maryland of Become a Part of Public Records) - i~,~ 4 . Place of Birth: Annapolis MD USA Height 5'y t' Weight: t7o Eyes: Blue Hair. Bm '~r-t City State Coun (not county) 5. Marital Status ^ Single ®Married ^ Divorced ^ Wrdowed Residence (Home) Phone: ~~~ 6. Name of Current or Most Recent Spouse: Kimba]I Alice Er>zabeth Heaty Date of B (List afl for last 5 years -Use additional sheet if necessary} Last First Middle Maiden j.r N• WA :~ 7. You are a bona fide resident of what state? Maryland If Arizona, date of residency: :.~: 8 Telephone number to contact you during business hours for any questions regarding this document. L•?~ 8. If yati have been a resident less than three (3) months, submit a copy of driver's license or voter registration card. 10. Name of Licensed Premises: The Ritz-Carlton Gotf Clubsrpove Mountain Premises Phone: (52® )~°~ - 35~ 11. Licensed Premises Address: ssos E3oulder E3ridge Pass Manna Pima sss5s Street Address (Do not use PO Box #) City County Zip 12. list our emplo mentor a of business Burin the ast five 5 ears, if unem 1o ed art of the time, list those dates. List mast recent 1st. FROM Month/Year TO MonthlYear DESCRIBE POSITION OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS {Give street address, cfty, state & zip} 0tr/5 CURRENT Sr. Vice President Marriott [nternationai, inc., 70400 Femwood Rd., Bethesda, MD 20817 ATTACH ADDITIONAL SHEET IF NECESSARY FOR EITHER SECTION 13. Indicate our residence address for the cast flue 5 ars: FROM Month/Year TO MonthNear Rent or Own RESIDENCE Street Address If rented, aftach additional sheet ivin name address and hone number of landlord Ci State Zi 01/84 CURRENT OWn ~ MD 2087a LIC 0101 02!2005 Disabled individuals requiring special accommodations, please calf the Department {602) 542-9027 Regular Council. Meeting -November 5, 2008 -Page 169 of 222 v 14. As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the AYES ®NO the licensed premises ? if you answered YES, how many hrslday? ,answer #14a below, if NO, skip to #15. 14a. Have you attended a Department approved Liquor Law Training Course within fine fast 5 years? (Must provide proof) ^(YES ^NO !t the answer to # 14a is "NO" course must be com leted before issuance of a new license or a royal on an existin license. 15. Have you EVER been detained. cited. arrested. indicted or summoned into court for violation of ANY law or ordinance (regardless of the disposition even if dismissed or expunged)? For traffic violations. include only ^YES ^X NO those that were alcohol and/or drva related. 16. Have you EVER been convicted fined, Hosted band been ordered to deposit bail, Imprisoned. had sentence ^YES X^NO suspended, placed on probation ar parole for violation of ANY law or ordinance (regardless of the disposition even # dismissed or expunged)? For traffic violations. Include only those that were alcohol and/or drva related 17. Are there ANY administrative law stations, compliance actions or consents, criminal arrests, indictments or ^yE5 ®NO summonses PENDING against you or ANY entity in which you are now involved? 18. Have you or any entity in which you have head ownership, been an officer, member, director or manager EVER ^YES [>C]?~TO had a business, professional or liquor APPLJCATION OR LICENSE reiected denied. revoked. suspended or fined in this or any other state? 19.~ Has anyone EVER filed suit or obtained a Judgment against you in a civil action, the subject of which involved ^YES ONO fraud or mfsrepresentafion of a business. professional or liouor license 20. Are you NOW or have you EVER held ownership, been a controllino person ,been an officer, member, director. DYES ^NO ~ or manager on aary other liouor license in this or any other state? [See Attachment] ~r !f any answer to Questions 95 through 20 is "YES° YOU MUST attach a sinned statement: Give complete details including dates, agencies involved and dispositions. F+ G,1] If you checked the Manager box on the front of this form, fi[I in #21-23 and 24, all others skip the following box (24 23) and go to # • manager Section 29. Have you attended a Department approved Liquor Law Training Course within the last 5 years? {Must provide proof) ^YES ]]N®n ff the answer to #21 is "NO" course must be completed BEFORE ISSUANCE of a new [icens¢ OR APPROVAL on an existing licer~a. 22. Do you make payments to the licensee? ^YES ^ NO if "yes", how much? $ per month. Total debt to !'rcensee $ 23. Is there a formal written contract or agreement between you and the licensee relating to the operation or management of this business? ^.YES ^ NO If "yes", attach a copy of such agreement 24. I, Kevin Michael Kimball herebydeclare that I am the APPLICANT filing this questionnaire. (Print full name of Applicant} I haver ad this questionnaire and the contents and all statements are true, correct and complete. Maryland Montgomery ~ - a !l State of County of X ~' The foregoing instrument was acknowledged before me this (Sign tun: of Applicant} ~. ~~, 2 0 0 S KATHRYN P. SOAK NoTA>3Y PtlBUG sT , ~~ My commission expires on Commission Expires an 7vPAi~Np Day Month ear J day of ~wv-~ _ Day /~ Month ~ -` . swat (Signature of OTARY Pt;BLIC} FILL IN THIS SECTION ONLY IF YOU ARE A LICENSEE OR AGENT APPROVING A MANAGER APPLtCATiOf~ Licensee or Agent Approval of Manager 25.1, Print Licensee/Agent's Name): Hereby authorize the applicant to act as manager for the named liquor ['icense. State of County of The foregoing instrument was acknowledged before me this X (Signature of LICENSEE/AGENT) pay My commission expires on: Day Month Year day of Month Year {Signature of NOTARY PUBLIG} • Regular Council Meeting -November 5, 2008 -Page 170 of 222 Reaidertn inn by i~,n ioft Liquor Lkents~ f >nn Birmmingham Homewood 01 Inn by Inc. 50 State Farm Parkway Homewood AL 35209 '048337 ~ ~~ ~ ~f 93 etn b Mc. 3 ~ Parkway Blrnmtgham Af. 35242 002458 Inn Montgomery 02055E btn by Marrbtt, lr~. 1200 Hunter Court Montgomery AL 36117 '07145f Inn lnn Inn John esklenoe Inn La esldenoe Inn by noa !nn L~ tsidence Inn by'~ lSlden08 hxt Lob ~Bdt sidenoe Inn siderace inn ddence inn !nn Saa~nento - 8 '07023 ro !na 3440 N Country crib arlve Fragsta8 Az a703t708 ~~ ~. 801 N 44111 Strom Phoenix ,qx r6.>008 Or07036 de 99102021 Inc, 6040 N Swttsdate Road Scottsdale AZ 8~ 0707011 '0897650 ~ 5075 S Priest arhre Tampa ~ 85282 07070467 4d ~ 49866 ~ ~ 4241 Chester Lane Balrersfreld CA 93309 41-250871 bu tain Ranch m ' 11002 Rancho Carm~ drive San ~ CA 92128 51324 7x351324 Ieasent HpC ~~ 700 Ellirnvood Way P~asanf I~ CA 94523 41.251183 ~ Beach t inc. 881 Halter Stne~ Costa Mesa CA 92828 4f-29827$ +~ qrc, ~ 993D Slater Fountain V~Iey 4f-251f$i CA 92709 7x251181 ~' .~ ~-~' 5322 N aiana Street ' Fresno CA 93710 7006853 ~~ 2855 Main Sheet Irvine CA 92614 2x365564 7x365584 bum . Inc...... ~¢ Street lrvlne CA 92618 41-298277 Ina 8901 Cullman l)rhre La,lolla CA 92037 47-296429 1-298429.1 ~ 411 f E WBow Street Long B~dt CA 90815 41-298428 - Tor-ance/Redondo 3701 Torrance Blvd Torrance CA 90503 41-407035 is c. -4931 tCatella Avenue Cypr~ ~ 906 20,391635 adia 1x39f635 :. 32i E Huntington arlre Arcadia CA 91006 7x298427 Orton ~ tN ~ ~aoenGa CA 92870 ~~ E'rp° 7x298426 1530 Howe avenue Sa~xamento CA 95625 7x4084 enmMese._. _-... _. _____~ _ 6995 Pacrfic Mesa court San aiego ~-az3634 CA 92121 -- . __ _- - ,~ ~~ r_rs -~-r.~i ~. y~ f- ri' ~, I'OOPS~9i8tXl9uncil Meeting -November 5, 2008 -Page 171 of 222 1 of 4 Capitol ce Inn b M inc. 35468 ~ Court Newark CA r~r~ ce Inn San Ramon ~ Inn M ~ i071 Market Place San Ramon ~ CA 94583 ae Mn South San Franasoo Oyster Pan a inn by Marria8, Ina 1350 Veterans Bh-d South San Fran GA 94th s Inn Boulder It Inn b Marriott irta 30~ Center Green Drive Boulder CO 80341 a irut Ft. Colons {Femp~y) I !nn Mc, i f 27 Oakridge t)rive Fart Collins CO 80525 ~ ~ inn Boca Rahn fnn Inc. 525 Nortltwest 77th Street Boca Raton FL 33427 ! Inn Daytona Beach ~ ~ ~ 1725 Rk~a-d Pet[y Blvd Daytona Beach F! 32114 E Inn Jacksonville - 8aymeadows Inn b Ma Ire, 8365 Dot Eltls Trail Jadcsonvltle FL 32256 B Hirt Ortanda InNmatlonal Drive nrt Ma ' ina 7975 Canada Avertue Orlando FL 32819 B! nn Orlando Sea WOrldllnternatlOnal ~n mc. 11400 Westwood Blvd Orland Ft 32821 B# Irt Pertsaoaa ~ b Marron ina 7230 Plantatlon Road Pensacola !1 32504 8E n St. Petersburg Clearwater n b Marri Inc. ~ 5Q54 Ulmerton Road Park !Z 3376E1 BE! ~ Tatlahassee rlniversitl~ at the i tKt M9rrieli Inrt 600 W Gaines Street Tap~allassee FL 32304 SEti 4venue tesiderloe Inn b lric, 3401 fnbemadona i3tlyd ~ GA 30354 0027442 teskience hrn Adanta,4tpharethalNorth Pant residence kin b Marti tnc. 1323 Northpolnt Drive Atlanta GA 30241 003 9692 residence tnn Atlanta AlpharettalWlndward , 'esidence Inn Marrs tnc. 5465 Windward Parkway W Alpharetta GA 30QU4 0027102 esidence Inn Atlanta Buckhead asidertoe Inn b Marron Ina 2960 ~+'~ Road NE Atlanta G,q X05 OOZ5311 esidence Inn Atlanta Cumberland rsidence inn Marriott Ina 2771 Hargrove Road Chamblee ~ 30080 0024865 >,sidenoe lrtn Atlanta KerulesawlTown Center silence Inn by Martiott, Inc. 3443 George Busbee Parkway Kennesaw GA 30144 9idence Inn Atlanta Perimeter Center 41 ddenoe Inn b Marro lna 6098 Barfield Road NE Atlanta GA 0024825 30328 riderrc;e inn Adana PerimeterlDurrwoody ~G~.t>s-009 iidence !nn Marriott frta 1901 Savoy Dave Smyrna GA 30341 0025138 silence Inn Chicago - Dowrrbwn/p~~t 06.1A-0021034 dance inn by Marriotl, Inc. 201 E Walton Street qr ~ ~~ 1 OB-1A-0065079 1514254 o~...h icago 14lablcegan ~ firt b Marriott Ina 1.440 S White Oak Drive Waukegan fl BQQBg 0~1A-0067720 4720 FOO$rXlsuncil Meeting -November 5, 2008 -Page 172 of 222 • III ~•. >~:.+ 1:C1 ~~I ~_ • r°. r n~ ~ i F ~ -1 • Z of 4 ~ mn C.omb~d . ~ _ ~ mn M Inc. 2041 S Highland mn New Orleans Metairie ~- by Ma~,1nc. 3 Gaperis 8fvd -B per ~ m ~ 1001 Gould Drive !nn Boston - Ando+rer nn b Mario trrc. ~ >~utam~ Road nn 9oston Camixidge Cerrtsr nn b Ma ~. 6 Cambridge Ctr to Boston Tewksbury/,grrdOyer m by Marriott. lr~ i 775 Andover Street Residence inn Kansas city DowntowrWnion HiN Residence inn by Marr~tt, inc. 2975 Main Street Residence inn Jackson Residence inn b Mario lnc, 681 E River Place Residence Inn Durham Residence Inn Marriott inc. X1 ~ tnn 8ivd Residence inn Greensboro Residence mn by Marriott, Ina. ~ 2D00 Veasley Street kience mn Raleigh -Cary ~ Residence Inn by Marriott, !na ~~ Regency Parkway Residencae inn NeHratic Eilzabeth/Libarty ~temational Airport 83 Glbncher Realty Way Residence mn Marrlo inc. ~ Qasidence mn Las Vegas Convention Center Residence inn b Marto inc.. ~ 3225 P~adJse Road Resdence Inn Lon Island -Has aer g pP ga/lslandla 850 Veterans Memorial ~ residence kur by Marr~tt, Inc. }~a,~, ~ esidenoe Inn Syracuse esidence inn Marriott Inc.. 6420 Yorkbwm Chcte esidenos mrt Akron esidenca? inn Marrio mc. 120 Montrose W Avenue ?+s~enoe Inn Chsdr-rtartf Blue Ash rsidence inn Marrlo Inc. 11401 Reed Hartman HtghwF ', ~sldence irm Clncinnatl NodhtSharonvtlle silence Inn Marrlo Inc. i 1689 Chester Road silence lr-n Columbus Dublin ddenoe Inr! b ice, 435 Metro Place South rkf~roa inrt Cohunbus Nord ~dsnos Inn Metric lnc 6191 W Zumsteet Drive idence trot Cdunriurs Worttengbn idence Inn lay Marriott Inc. 7~0 Huntington Park Ddw ~ inn by Marriott,lrtc. ~ 155 Prestige Place ~QQ~~r~guncil Meeting -November 5, 2008 -Page 1 rd ~. 60148 iO06~00005i8( 2$00004870 ~ LA 74001 X00004970 423662. ~!' !A Ti i f 1 '08p0pQ0690 08-09079 11M4 0'1142 No tkense # ie MA 01876 No License ~ 7 MA 01810 127000041 i(ansas City MO 64108 UC-8-0 25-zo84 ledrson MS 39202 ,006047 Durham ~~ NC 27713 52690iC 451741( Greansbaro NC 27407 f 34231 ~~ 00091601 %~!r NC 27511 807 17528 ~~ NJ .07201 s Vegas NV 89109 1~14t)B-L ~p~9s NY 1!788 !158503 rt Syracuse NY 13057 2505974 m ~_ OH 44321 T308991.Otk onvi~e `, OH 45242 7308991.001 Ash OH 45248 731899f-002 nbua Ot•! 43017 78,491-005: i OH 43229 5564164-0015 ~ OH 43235 7308991-0020 ~'9 OH 45414 7308991-00~ a OH 45342 730899f-0035 K:~ ~r m r'" r- r- 01 h ~-~- 3 of 4 ~ y,. _~ ~ inn Phrladelph~a ~ Cenbr . Residence Inn by Marriott, inc, b Cite Penn 1 East Penn Squaro Philedelph~ AA 19107 H-fi062 are LLC Residence Mn Coirmtbia Residence Inn b tNarto lric. ~ 15o St~idge Drive Cdurrihia SC 29210 ~037s4-P8w Residence kin Nashv~ Airport a Residence inn trio. 2300 Ean HiM Pike strv~e N Thi 37214 48141 '~ Residence tnn Alexandria - Dtdce greet Residence inn Menlo trio. 1456 Duke Street Aiexaridrie VA 2!314 022036 Residency hrn Arlington Residence Inn by Marrbtk krc. 550 Army Navy Drlve Ar~rgton VA ? 2202 006702 .inc. & MG nia Ho Inc. ' t licensees . Residence lnn Di~les Airport at Dulles 28 Center Residence !nn by Marriott, Inc. fnc. 8 DuAes 28 Hole! Once, LLC Qoirrt 45250 Manierey Place Dines VA 20166 040839 Inn Redmond lrrri by Marriat~ Inc. 164th Avenue NE ailA uoi ~ - vul EJ.7v 4l.7, WA 9~ t~t~ri 2 U131 ~ -604 036 478, •i • F~~ ncil Meeting -November 5, 2008 -Page 174 of 222 4 of 4 7-ARIZONA DEPAR 800 W Washington 5th Floor Phoenix AZ 85007-2934 (602)542-5141 Attention aif Local Governing Bodies: Social Si local law enforcement agencies for the purpose Read carefully. This ins An extensive inves#I afaon of could result in criminal proseci (+~~ ~QF LIQU~3R~CENSES 8~ CONTROL f-" r ~ 4001/U Congress #521 - ~ k Tucson AZ 85701-1352 .>~ E~,E~.'~IE31't1N/%~i,~t~ ~ ~ ~ k., (520) 828-6595 b Fi3ti~fhdaf~:lnfprmsatroii.~s Gisnfidential. This information y e g ~tEntcheck;;_naly bufrtmus# be blocked to be unreadable 'ort g or print with black ink. °a[se or incomplete answers ocation of a license or permit TO BE COMPLETED BY EACH OWNER, AGENT, PARTNEPt;~'1~3C1~'iO,f±L~1F_Rj(;fG,°1ci~;Of~MDF2E), MEMBER, OFFICER OR MANAGER. ALSO~CH PERSON COMPLETING THIS FORM MUST SUBMIT AN "APPLICANT" TYPE FINGERPI~I.~tT~~' RD WHICH MAYBE OBTAINED AT THE DEPT. FINGERPRINTING MUST BE DONE BY A BONA FIDE LAW ENFORCEMENT AGENCY OR A FIIVG`ER~_,RINTING SERVICE APPROVED BY THE DEPARTMENT OF LIQUOR. THE DEPARTMENT DOES NOT PR01/IDE TFIIS SERVICE. " `r =* - ~i Liquor License # Eff.10/01lt)3 (here Is a $29A0 processing fee for each fingerprint card submitted. ~ ~ (~ a ( A serrice fee of $25.00 will be charged for all dishonored checks (A.R.S. 44.6852} ( If the location is ourrenEly)icense~ 1. Check wner^Partner^Stockho(der^Member©Offieer^Agent ^ Manager(Only) appropriate Other (Complete Questions 1-2t) & 24) (Complete All Questions axes t # 14,14a & 25) box--~ Licensee or A ant must complete # 25 far a Mana er Licensee or A 5 2. Name: Connet[y James Patrick Date of Birth: Last First Middle (This Will Not 1 3 . Social Security Numb Drivers License Not Became a Part of Public Records) 4 . Ptace of Birth: Millington TN ~,~($~ Height: 5't t" Weight 175 City State Coun (not county) State: MD Eyes: Brn Hair. Bm 5. Marital Status ^ Single ^x Married [] Divorced ^ Widowed Residence (Home} Phone: ~~ 6. Name of Current or Most Recent Spouse: Connelly Ann Martin Date of i3~~ (List all for last 5 years -Use additional sheet ifi necessary) Last FrsE Middle Maiden 7. You are a bona fide resident of what state? Maryland !f Arizona, date of residency: NIA 8 Telephone number to contact you during business hours for any questions regarding this document. 9. If you have been a resident less than three (3) months, submit a copy of driver's license or voter registration card. 10. Name of Licensed Premises: The Ritz-GarRon Goff CIuI~aPDove Mountain Premises Phone: (~2d )~_- 3 ~~ 11. Licensed Premises Address: ssoi Souider Bridge Pass Marano Pima asses Street Address (Do not use PO Box #} City .. County. Zip. 12. List your emDlovment or tvDe of business during the oast five f5l veers. if unemDloved Dart of the time, list those da#es. List most recent 1st. FROM MonfhlYear TO Month/Year DESCRIBE POSITION OR BUSINESS EMPLOYER'S NAME OR NAME OF BUSINESS (Give street address, aty, state 8 zip} , 05/07 CURRENT SVP/CFO The Ritz-Cariron Hots Canpany, L.L.C.44A5 W31artl Ave., Suds 80Q ChevyChase, MD 20875 08/$fi 05!07 SVP North American Lodging France Marriott Intemationai, tnc.,10400 Femwood Rd., Bethesda, MD 208#7 ATTACH ADDITIONAL SHEET 1F NECESSARY FOR EITHER SECTION 13. Indicate your residence address for the last five f5) veais: FROM MonHVI'ear TO MonthlYear Rent or Own RESIDENCE Street Address If rented, attach additional sheet ivin Warne, address and hone number of landlord Ci State Zi 12!00 CURRENT Own ~i MD zoa>s LIC 0101 0212005 Disabled individuals requiring special accommodations, please call the Department. (602} 542-9027 - . Regular Council Meeting -November 5, 2008 -Page 175 of 222 '14. As an Owner, Agent, Partner, Stockholder, Member or Officer, will you be physically present and operating the ^YE5 ©NO the licensed premises ? If you answered YES, how many hrslday? ,answer #14a below. If NO, skip to #'i 5. 14a. Have you attended a Departmen# approved Liquor Law Training Course within the last 5 years? (Must provide proof} ^YES ^NO !f the answer to # 14a is "NO" course must be com leted before issuance of a new license or a royal an an existin license. 15. Have you EVER been detained citeof. arrested indicted or summoned into court for violation of ANY law or ordinance (regardless of the disposition even rf dismissed or expunged)? For traffic violations, include only fhase thaf were alcoho/and/or drug related 78. Have you EVER been convicted, fined, pastedbond, been ordered fo deposit bail. imprisoned, had sentence suspended. placed on probation or parole for violation of ANY law or ordinance (regardless of the disposition even if dismissed or expunged)? For traffic violations. include only those tilaf were alcohaland/or drug related 17. Are there ANY administrative law ci#ations, compliance ac#ions or consents, criminal an•ests, indictments or summonses PENDING against you or ANY entity in which you are now involved? 18. Nave you or any entity in which you have held ownership, been an officer, member, director or manager EVER had a business, professional or liquor APPLICATION OR LICENSE reiected. denied revokeaL suspended or fined in this or any other state? 19. Has anyone EVER filed suit or obtained a lodgment against you in a civil action, the subject of which involved fraud or misrepresentation of a business professional or lfauor license? 20. Are you NOW or have you EVER held ownership, been a controilingperson ,been an officer, member, director, or manager on any other I Quor license in this or any other state? if any answer to Questions 15 through 20 is "YES" YOU MUST attach a si_aned statement. Give complete details including dates, agencies involved and dispositions. ^YES ®N O ^YES Cx~No []YES [~I~iO ^YES ONO cr'+ ^YES ^x Nth f7'1 ,-.:. DYES ^N `Q~"Q` ~.. n~ ~` It you checked the Manager box an the front of this form, fill in #21-23 and 24, all others skip fhe following box (21-23) and go to #r~l 21. Have you aftended•a Department approved Liquor Law Training Gourse within the last 5 years? (Must provide proof) ^YES ^ NO If fhe answerfa #21 is "NO" course must be completed BEFORE ESSUANCE of a new license OR APPROVAL on an existing licens 22. Do you make payments to the licensee? ^YES ^ NO !f 'yes", how much? $ per month. Total debt to I'rcensee $ 23. is there a formal written contract or agreement between you and the licensee relating to the operation or management of this business? ^ YES ^ NO if "yes", attach a copy of such agreement • 24. I, ~G~,{,ee~s Q. Go>7.r-r-ZLy hereby declare that I am the APPLICANT filing this questionnaire. (Print full name of Applicant} have read this questionnaire and the contents and all statements are true, correct and complete. _ __ _ _ __ State of County of ~hcrv..~-'~"~' X The foregoing ins#rumen was acknowledged before"me-th'i"s~' Signature of Applicant} ~' ~ day of_ ~"t+-.r~rs..v _ ~ Z.aa ~ itATHRYN P. BOOKER Day Month `~"~ea~ TARY PUBi.1C STATE OF AAAFiYL4ldD ,t ~•h,, ' My commission expires on:My Commission Fxrure~ ,...,, Day Moniti ' .10 (Signature of NOTARY PUBLIC} FILL IN THIS SECTION ONLY IF YOU ARE A LICENSEE OR AGENT APPROVING A MANFG;Lt=~ IRPLtCATIOIti Licensee or Agent Approval of Manager 25.1, Print Licensee/Agent's Name: Hereby authorize the applicant to act as manager for the named liquor license. State of County of The foregoing instrument was acknowledged before me X (Signature of LICENSEEJAGENT) pay My commission expires on: Day Month Year day of MwM Year (signature of N07ARY PUBLIC) • Regular Council Meeting -November 5, 2008 -Page 176 of 222 Residence ina by Manion i`iquor Llc~aee ,_ ~' . Addtliireil :~' e.u~.e..~x ... ~..~. _ ' I Residence inn 8imringham Homewood Residence ku~ by Marriott, Inc. inn Montgomery inn by Marriott lnc. Inn FlaostalF ~ Inn Fresno inn by MaMott, inc. '- Inn Irvine Jahn Wayne Airport -~ Inn by MaMott, Inc. inn Irvine Specktrm inn b Marrto inc. Inn La Jolla inn by Marriott, inc. nn Long 8each'~"'--.-'. rsidenoe inn Los Angeles- Torrence/Redo ~ec~ eidenos inn by MaMott, inc. s~denoe inn Or~ge silence inn by MaMott, inc. ddenoe inn Pasadena Arcadia ;rdenca Inn Harriett Inc. :idenoe Inn Placentia-Fullerton +ide'~ce lnn by MarroK klc. idence Inn Sacxwnenb - C~ E~ id_ence Inn by Marriott, inc. ice kln. San .Aim-~rentQ Mesa-._ _..._. 50 StaN Farm Parkway Homewood AL 35208 '048337 '0193 3 t3reenhiill ~"`~' B~ AL 35242 002458 1200 H~riar Court Montgomery AL 361 iT 'ti1127Q145f '07023 3440 N Couinky Club Drive Flags~ff AZ 86004 0703008 801 N 44th St-e~ php~ ,4Z 85Q~ 070703ir 9910202! 6040 N Scottsdale Road Scottsdale ,q2 ~, 0707011 '97650 5075 S Priest Drive T~ ~ 85282 07070467 49868 4241 Chester Lane i3akersfield CA 93309 41-25087: 11002 Randro Cannel Drive San Diego CA 92128 '351324 TO.351324 700 ©Itnwood Way Pi~ant H4l CA 94523 41.2511133 881 t3aker Street Costa Mesa CA 92628 41-298276 9930 Stater Fourtta~ Valley CA 92708 41.251181 70.251181 1322 N Diana 5traet Fresno CA 93710 70406853 855 Main Street Irvine CA 92614 ~>~5584 70.365584 D Morgan Street Irvine _ CA 92618 4f-298277 ~1 ~~ Dr~e La Jolla CA 92037 47-298428 1.298429-1 11 E W'llow Skeet Long i3eacfi CA 90815 41-298428 ?1 Torrance Blvd Torrance CA 90503 4i-407Q35 if iCateNa Avenue ~~ 20-~J1635 ~' ~~ TO.391635 E Huntirrgtcn Drive Arcadia CA 91006 70.298427 W ~` Placentia CA 92870 70-2984 8 'Howe Avenue Saor~nento CA 9582.5 70.406469 PaaBc Mesa court jSan Diego ~ CA 1 92121 ~zo-423634 F~~~y~~~uncil Meeting -November 5, 2008 -Page 177 of 222 1 of 4 c..rl ~i ~~ r ~.~ ~+• f'I .~ cn c~ Residence Inn San Jose-Newark '. -. 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ssidence Inn Atlanta Cumberland ssidence Inn Mani Inc. 2771 Hargrove Raad Chamblee GA 30080 0024865 eldence !rut Atlanta KenrtesawlTown Center sldence inn by Marriott, Ina 3443 8usbee Parkway Kennesaw G-4 30144 ~~ srdence inn Atlanta Pedmet~ Center 2006#,40Q849 9ldenoe Inn ~, ;idenoe in Atl 6096 Badield Road ME Atlanta 0024825 ~ 30328 n anta Perame~rlDunwoody SSGd1l.06`0093 tidence Inrt b Ma ' (rtc. 1901 Savoy Drive Smyrna GA 30341 0025138 idence Inn Chicago - ~NmtownlM~rtitlcent ~ O6-1A-002?034 201 E Walton Street Chlk:ago I(. 60611 ~-1A-0065079 dance inn by Marriott (na , 9514254 • ~~ ~~ ~a~ r•- n C.r1 c~ • e,~ inn Ch~rago Waukegan _.- -_ -- --- -- - - --.._.. _ - ---- - . _ --. - ----_ 34981-.--_. _._ __ .... fence Inn b Marriott inc. ?440 S White Oak Drive Waukegan tt_ &0085 05-fA-X67720 • 4720 FQQ~r~uncil Meeting -November 5, 2008 -Page 178 of 222 2 of 4 se Inn b ~, X01 S Highl~rd s hur New Orleans Metairie s inn by Marriott, Inc. 3 Gafieria l9hrd ~ !nn Shreveport-Br City r inn by Mamot~ tnc. 10x1 Gould ~ Inn Boston -Andover inn Manlott ina ~ Minuteman Road ge Center inn Marriott Inc~ t3 Cam e Ctr Inn Boston Tewksbury/Andover Nut by Marriott. h,e 1775 Andover Street Residence inn Kansas City DowntowrWnion Hill Residence Inn by Marriott, tnc. 2975 Main Street Residence inn Jackson Residence inn b M Inc. 881 ~ ~~ place Residence !nn Durham Residence Inn Marro Inc. 201 Residence Inn 19~d Residence Inn Greensboro Residence Inn by Marriott, inc. ~~~ VY Street ~sfdence inn Raleigh -Cary Residence inn by Marriott, Inc. 2900 Regency parkway Residence Inn Newark FJizabefh/iit~r ntemational Airport 83 Gilmcher Realty Way tesldencr3 fnn b Mani Inc, . tssdence Inn Las Vegas Convention Center lesidence Inn b Marroo Inc.. 3225 P~adf~ Road esidence inn Lang Isiar-d - iiaupAangellsfandia 1350 Veterans Memorial esidenoe !nn by Marrialt, tnc. - H~,~y asidence Irxt Syracuse rsidence inn Marrblt Inc. 6420 Yorktown C3nde rsfdencs inn Akron ~siderrce Inn b Marroo Inc, 120 Montrose WAvenue sidenoe Inn Cincirtnatl Bhre Ash ridenoe Inn b Ma ' fnc. 11401 Reed Hartman Hlghw r+idenoe fnn Ckrartnatl NorttrlSharonv8fe dcfenoe lrut Marrio Inc. 1 i 689 Chester Raad 4denae fnn Columbus Dublin idenoe fnn Marroo Inc. 435 Mew r'ta~ South idence inn Columbus Nortlt iderrce Mn Marriott inc. 6191 W 2umstein Dma dance inn Columbus Worthington ~rtce Inn Marriott Inc. 7300 Huntington park Drive ~ inn Dayton-South ~ !nn b Marriott inc. 155 prestige place F002!>~uncil Meeting -November 5, 2008 -Page 179 of 222 iomoaro iL 60148 06.000051'50 2600004970 ~let~rie lA 10001 2600004970 423662 0800000690 r Cih- LA 71111 '0800000690 06-09079 ndavar MA 02142 Na L'osnse 8 tmbridg8 MA Oi876 Na Liosnse # wksbury MA 01810 127000041 r;- lcansas City MO 6410$ rg rc~ uc~-os-991asa Jackson ~, 39202 2~2~4a-6 '006047025221 ~~'- ~_ NC 27713 52890K 45174K Greensl~ro NG 27407 134231 ,~ 0009160TAt, Lary NC 275f1 91807AJ 17528 ~~ NJ 07201 is Vega NV 89109 1051408-LIQ-13B , upA~9e NY 11788 1156503 sf SYraarse NY 13057 2505970 ~ OH 44321 7308991-0050 '~~ OH 45242 7308991-0010 ~ OH 45248 7308981.0025 nbus ~ 43017 7308991-Oa55 r OH 43229 5584184-0015 ~ OH 43235 7308991.0020 erg t)H 45414 7308991-0030 a OH 45342 7308991-Ob35 ~~ r* f- ~° ~r1 4~.+ h-'' 3 ai 4 ~ esrdent~ lrxi PhNedelphia ~ Center _ e~nce inn by Marriott, inc. ~ t~ani~ Penn i East Ian Sc~rare Phflaadelphia PA i 9107 H-6062 are LLC rsidence inn Cahrmbia saidence hui Ins 150 Storreridgs D~ Colun~ia SC 29210 32003784-P8W ~kieruxt Jnn Na~vilre Airport ~skience Inn Mario lnc. 23~ ~ ~ ~ ~ 7N 37214 i8i4f silence inn Alexandria -Duke Street silence inn b Metric Inc. 1456 Duke Street Alexandria VA 22314 02203$ ~dence Inn Ariington ddence Inn by Marriott, trtc. ' ' 550 Army Navy Drive VA 22202 006702 & MG 1r a Inc. nt i'icerrsees tdence Inn Dulles Airport ~ Duties 2$ Center . hence inn by ManioB, inc. & Dulles 28 Hotel Duce, I.LC (fit 4gP50 Monterey Place Dulles VA 20166 040839 ~~~ vQe iF - vU a Wo 4l J, inn by Marriott, Inc, 7575 164th Avenue NE #A Redmond WA 98052 t.ocafj~ 2 tJ8[ # - 601 036 473, •i r C4 ice"` t~ ~J r ~• _ _ _ _ [7 • x~ t~ r .' FOOg~>~.~ncil Meeting -November 5, 2008 -Page 180 of 222 4 of 4 ~pWN OF a MARANA ~ '4RIZONP REGULAR COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 3, 2008, at or after 7:00 p.m. REGULAR MEETING A. CALL TO ORDER AND ROLL CALL Present: Mayor Ed Honea, Vice Mayor Herb Kai, Council Member Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Roxanne Ziegler. Absent/Excused: Council Member Jon Post. B. PLEDGE OF ALLEGIANCE AND INVOCATIONIMOMENT OF SILENCE - C. APPROVAL OF AGENDA Motion: Approve, Moved by Council Member Carol McGorrati~, .Seconded by Council Member Russell Clanagan. Passed 6-0. D. CALL TO THE PUBLIC At this time any member of the public is allowed to address the Town Council on any • issue not already on tonight `s"ag~~i~da. The speaker may have up to three minutes to speak. Any persons wishing to address the Council must complete a speaker card located outside the Council Chau~bers and deliver it to the Town Clerk prior to the commencement of the meeting. Pursuant to the Arizona Open Meeting Law, at the conclusion of Call to the Public, indi~~idua] members of the council may respond to criticism made by those who have addressed the Council, may ask staff to review the matter, or may ask that the matter be placed on a future agenda. David Morales spoke regarding the issue of becoming a city to be put to a vote of the people. Mr. Morales noted that he had brought this issue before Council previously. Mr. Morales went on to explain why it would be important to become a city and cited examples of the differences between a city and a town. E. PRESENTATIONS - ANNOUNCEMENTS/iTPDATES - PROCLAMATIONS -Silver Star Day (Jocelyn Bronson) Ms. Bronson read the proclamation.. F. MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS E MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS - • Mr. Davidson asked Ms. Bronson to read. a letter of appreciation from the Mayor to Lilia R. Grijalva, who will be celebrating 30 years with the Town on September 4, 2008. Ma or Honea ave spme personal remarks about Lily and her integrity. Regular Council Meeting - Novemt~r 5, 2008 - Pa~ 181 of 222 ~~WN OF 4'iS • q n~arzaNa gRiZUNh REGULAR COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 3, 2008, at or after 7:00 p.m. H. STAFF REPORTS GENERAL ORDER OF BUSINESS I. CONSENT AGENDA Motion: Approve, Moved by Vice Mayor Herb Kai, Seconded by Council Member Russell Clanagan. Passed 6-0. The Consent Agenda contains items requiring action by the Council which are generally routine items not requiring Council discussion. A single motion will approve-all items on the Consent agenda, including any resolutions or ordinances. A Council Member may remove any issue from the Consent agenda, and that issue will be discussed and voted upon separately, immediately following the Consent agenda. 1. Resolution No. 2008-110: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board for a new license for a No. 12 • (Restaurant) liquor license submitted by Javier Andres Teran on behalf of Nana's Kitchen, L.L.C., 8225 N. Courtney Page Way, Suite 129 (Jocelyn Bronson) 2. Resolution No. 2008-111: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board for a new license for a No. 12 (Restaurant) liquor license submitted by David Elliott McGuire on behalf of Monkey Business Eatertainment, 8581 N. Silverbell Road (Jocelyn Bronson) 3. Resolution No. 2008-112: Relating to Community Development; granting 540,000 in discretionary funding to the Marana Chamber of Commerce, Inc., an Arizona 501 (c) (6) non-profit organization, to support the Marana Visitor Center and economic development activities performed on behalf of the Town of Marana (T. Van Hook) J. COUNCIL ACTION 1. PUBLIC HEARING. Resolution No. 2008-113: Relating to Development; approving and authorizing a conditional use permit fora 24-hour fitness studio in a commercial development at 8567 N. Silverbell Road (Kevin Kish) Mr. Kish presented this item and then Mayor Honea asked for speakers during the public hearing. David Carroll spoke on behalf of his tenant, SNAP Fitness, . and expressed support as well as support for Anytime Fitness, a competing business if they go through a condition use permit. Tyler Smith, general ymanager and part owner of the franchise. He noted that nationally, franchisees Regular Council Meeting -No em~e ~;~t70~~'age ff~o~yZ~sues for the additional early morning hours that they • • ~pW N OF ,: , a M4RANA ~ gRIZONP REGULAR COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers .11555 W. Civic Center Drive, Marana, Arizona 85653 September 3, 2008, at or after 7:00 p.m. have been open. He stressed that the additional hours make them competitive with the `big box' fitness centers and this would help them stay with the business model that has been successful elsewhere. Their facility is being marketed as more of a community facility and not to potential members outside of the service area -marketing to approximately the Gladden Farms area and no further. Council Member Clanagan asked if the applicant would have a problem with the proximity of Anytime Fitness. Mr. Smith didn't feel that this would be a problem. Mr. Lee Johnson addressed Council on behalf of the group representing Anytime Fitness. He indicated that Anyrtime Fitness has been operating for two years after they were turned down by the Planning Commission for 24-business. He supports the resolution based on any facility based on a level playing field. Mayor Honea indicated that Anytime Fitness could come back and asked for a conditional use permit. Council Member Clanagan asked Mr. Davidson to give a report- as to whether any incidents were reported over the past two years, and he indicated that there were no incidents reported. Council Member Ziegler also expressed support. Motion: Approve with conditions, Moved by Council Member Russell Clanagan, Seconded big Council Member Roxanne Ziegler. Passed 6-0. 2. Resolution No. 2008-114: Relating to Development; approving and authorizing a development plan for China Buffet (Kevin Kish) Motion: Approve, Moved by Council Member Carol McGorray, Seconded by Council Member Russell Clanagan. Motion passed 6-0. 3. a. Resolution No. 2008-115: Relating to Development; approving and authorizing a preliminary plat for Ironwood Acres (Kevin Kish) Mayor Honea asked the applicant, Ron Asta, why they desire private streets for only 35 homes. Mr. Asta replied that they would like to have a gated community and must have private streets for that. Mayor Honea also asked about the provision of vt~ater and noted that he had spoken to Mr. DeSpain on the issue. Motion: Approve, Moved by Council Member Roxanne Ziegler, Seconded by Council Member Russell Clanagan. Motion passed 6-0. b. Ordinance No. 2008.20: Relating to Development; approving and authorizing a modification to the rezoning conditions of Ordinance No. 2006.30 (Kevin Kish) Mr. Kish noted that the applicant is asking for the removal of condition 17 from the original ordinance. Staff is recommending that no modification be made. Regular Council Meeting -November 5, 2008 -Page 183 of 222 • • • tpWN OF ,.~. q ~MARANA ~ gRf2.~NF REGULAR COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 3, 2008, at or after 7:00 p.m. Mr. Asta presented an illustration to demonstrate why he is asking for the sewer modification. Mr. Davidson concurred with staff that additional review is necessary before Council can act on this. Motion to deny: Moved by Council Member Russell Clanagan, Seconded by Council Member Roxanne Ziegler. Passed 6-0. K. BOARDS, COMMITTEES AND COMMISSIONS L. ITEMS FOR DISCUSSION/POSSIBLE ACTION 1. Legislative Issues: Discussion/Direction/Action regarding all pending legislation (Stephen Romero) There were no issues for discussion. M. EXECUTIVE SESSIONS 1. Executive Session pursuant to A.R.S. §38-X31.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney . concerning any matter listed on this agenda. 2. Executive Session pursuant to A.R.S. § 38-431A3(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and discussion and to consider its position and instruct the Town Manager and staff concerning the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008- 001131. 3. Executive Session pursuant to A.R.S. §38-431.03 (A)(4) and (7) to consider the Town's position and instruct its representatives regarding negotiations for the purchase of properly rights needed for the Twin Peaks interchange project, CIP number 2001-44, from the parcelsof property generally identified as Pima County Assessor's parcel numbers 226-15-008B, -017B, - 018B & -019A; 221-0~-005B, 226-36-005B & -005C; and 226-08-0190; and to instruct the Town's attorneys in settlement negotiations and contemplated condemnation proceedings relating to the same property rights. N. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of what items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the agenda for the second regular town council meeting after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B) O. ADJOURNMENT Action: Adjourn, Moved by Council Member Clanagan, Seconded by Council Member McGorray. Passed 6-0. Regular Council Meeting -November 5, 2008 -Page 184 of 222 ~oWN of ~: n~~arza~a gRIL~NP REGULAR COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 :September 3, 2008, at or after 7:00 p.m. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on September 3, 2008. I further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk Regular Couneil Meeting -November 5, 2008 -Page 185 of 222 SO`a'N OF • 9 Ni~A(2l1NA 1: gRIZONP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. SPECIAL MEETING A. CALL TO ORDER AND ROLL CALL Present: Mayor Ed Honea, Dice Mayor Herb %ai, Council Member Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler. B. PLEDGE OF ALLEGLANCE AND INVOCATION/MOMENT OF SILENCE - G APPROVAL OF AGENDA Action: Moved by Council Member Carol McGorrat~, Seconded by Council Member Roxanne Ziegler. Passed 7-0. D. CALL TO THE PUBLIC None. E. PRESENTATIONS - 1) Presentation: Relating to Development; request for direcfion on possible • QuickTrip 1456 annexation located on the south side of Cortaro Farms Road and east of Cerius Stravenue This item was presented by Lisa Shafer. Deputy Planning Director. Mike Marks, MGM Consulting, spoke on behalf of the applicant, and stated he believes this project will move snore quickly with an annexation and rather through a rezoning. He brought the Council up to date on the status of neighborhood meetings and the homeowners association to the north of the project. Mr. Beilman then. spoke on behalf of the applicant on community outreach related to the project. QuickTrip is a privately held corporation in business 50 years next month based out of Tulsa, Oklahoma. The partners have moved their families to the area and are committed to good customer service, clean stores and being good neighbors. He indicated that with all of the neighborhood meetings, he received no negative comments. Mayor Honea expressed his concerns about the business operating 24 hours a day in a residential neighborhood and safety issues related to ingress. Mr. Beilman indicated that they are very conscientious about lighting. Mr. Marks indicated that they had met with Fernando Prol and they are aware that they need a traffic study to look at the impacts especially during the annexation process. Vice Mayor Kai asked about retention and drainage. The applicants expect to be • in compliance with every aspect. Council Member Ziegler asked if they had been in touch with the Building Official regarding lighting, and they indicated that they were prepared to address that. Regular Council Meeting -November 5, 2008 -Page 186 of 222 • • ~pWN OF 9 MA{DANA ~ gRIZOrvP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. Council Member McGorray expressed concerns because of the residential area. She would like verification that the neighbors have been contacted -signatures. According to Mr. Beilman, 12 people came to the meeting and signed from Oshrin Park, and there were others there who didn't sign in. There were only two lots in Oshrin Park that fall into this development site. Council Member Comerford would like all of the neighboring properties to be contacted and a letter from each of them indicating their approval of the project. Council .Member Ziegler would like to follow code on the procedure for notifying neighbors. Ms. Shafer indicated that this is a two-step process, one for the annexation notification and the rezoning requirements for notification. Mr. Beilman stated they would do whatever they. need to do to meet the needs of the neighbors. Council Member Clanagan asked about the annexation of a corner of a neighborhood from a legal standpoint. 1s that short-circuiting the process within the County? Frank Cassidy addressed this under the Growing Smarter process and the differences in planning processes. Council Member Clanagan also noted that this is an area that ]ends itself to public safety issues. The applicants agreed that this warrants a traffic study. Council Member Post thought this was a great idea. He asked if the applicants had been approached by residents further up Cortaro to be annexed. The applicants indicated that neighbors are interested in annexation, and further that recent research indicates a linear expansion through annexation would be possible but hopes that if there was further expansion it wouldn't impinge on the current project. Mayor Honea indicated to the applicants that an annexation wouldn't necessarily guarantee a rezoning. The applicants understand the risk. Mayor Honea asked that staff continue to work on the annexation. The applicants asked when the project would come for public hearing. Gilbert Davidson indicated that this would move through the agenda committee process to come before the Council for action. 2) Presentation: Relating to Conservation Planning; status of the Town of Marana's Habitat Conservation Plan Jennifer Christelman introduced the project, and Sherry Barrett, Field Supervisor for the Fish and Wildlife Service, addressed Council and the purpose of the HCP. Regular Council Meeting -November 5, 2008 -Page 187 of 222 tpWN OF ~. 9 MARANA ~ gRiY~NP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. Ms. Barrett guided the Council through a PowerPoint presentation, including the benefits of HCP. The presentation is attached for the record. Ms. Christelman then discussed why Marana is interested in HCP and how individual projects are affected including surveys and other processes that can help with. mitigation of development projects. It also helps protect species and a sustainable community which translates to economic benefit. Ms. Christelman introduced and thanked many members of the group who helped put the plan together. Council. Member Ziegler asked about funding for HCP and a reassessment of the budget to accommodate for projects such as 1-ICP. Mr. Davidson responded that the next presentation deals with the transition plan, and staff will be talking about the strategic planning process which includes finances for the town. and projects and infrastructure that will need fundin, and the types of revenue sources that will need to be identified by Council. HCP will be part of the discussion in regard to funding. Council Member Ziegler noted his response and indicated that funding definitely needs to be fotattd for this. The HCP presentation was given to Council at this time for further review. Council Member. Ziegler also stated that the buffet grass issue needs to be addressed locally to which Ms. Christelman indicated that eradication teams have been working on this since March. Mr. Davidson recoa3nized Jennifer Christelman for her efforts and thanked her for her time and effort on the project. GENERAL ORDER OF BUSINESS F. COUNCIL ACTION 1. Resolution No. 2008-116: Relating to Water; approving and authorizing the Mayor to execute a Second Tolling Agreement between the Town of Marana, Cortaro-Marana Irrigation District and Cortaro Water Users Association; and declaring an emergency (Frank Cassidy) Mr. Cassidy presented this item as an extension of the original tolling agreement which expires September 15. CMID negotiations were expected to be finished by the middle of September but are not, and this extends the period of time to the middle of November. Action: Approve, Moved by Council Member Carol McGorray, Seconded by Council Member Russell Clanagan. Passed 7-0. 2. Transition Plan Update Presentation and Appointment of Council Subcommittee for Strategic Planning Process (Deb Thalasitis) Mayor Honea indicated-that he and Council Members Comerford and Clana an will be the Council Subcommittee for the Strategic Planning Process. Regular Council Meeting - Novemb~r 5, 2008 -Page 188 of 222 ~pWN OF • y n~tatza!~a gRI1~NP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. Deb Thalasitis presented an update to Council. on the Think Tank process to develop a strategic plan based on input from a variety of staff and how to pay for and plan for the projects in the budget. The plan is not completely written and the plan is not completely done yet. There were 18 participants in the project who were tasked with getting input from their staff on major projects and current concerns. The PowerPoint presentation is attached for the record. Ms. Thalasitis talked about the 10 questions across five dimensions that were presented to the team and started with the motivation of town employees. She noted it came across from the results that people «ho are working here are committed to making a difference. Employees feel that they are respected and being listened to. Innovation and professionalism and the ability to advance were among the top motivators. Improved communication was also on the minds of the employees responding. Ethics and a strong work ethic and awell-trained staff and streamlined processes and going `green' were also noted as priorities. Under major projects and activities there were over 125 identified. The highest • priority was the water and£wastewater efforts and water acquisition as well as nine major transportation issues. Parks also featured high as a priority. Staff also identified development projects -malls, interchanges and residential development. Ms. Thalasitis continued with regard to regional planning and partnerships. Significant work is being done in technology. She spoke briefly about current and future needs, funding and identifying revenue sources, all of which will be incorporated in a working document. The working document will be compressed into about a 10-page comprehensive document for the Council's strategic planning session in October or November. She noted that Council will be asked to approve the Mayor"s strategic planning subcommittee. Addressing the fundamental issues of fiscal sustainability and financing strategies, new facilities, unfunded mandates, transportation and multi-modal planning and annexation policies will be critical to any process dealing with strategic planning. Mr. Gilbertson noted that the Mayor had to identify a working group for the subcommittee even though all Council Members are interested, and asked that all Council Members participate in this process. Council Member Ziegler expressed concern about the number of projects and how to prioritize them. She is concerned about getting into too many projects which spreads our resources so thin that we don't do any of the projects well. Vice Mayor Kai added that one of the major projects the subcommittee should • look at is the branding issue. G. BOARDS, COMMITTEES AND COMMISSIONS Regular Council Meeting -November 5, 2008 -Page 189 of 222 • tOW'N OF ,- , q n1ARANA gRIZOIVP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. H. ITEMS FOR DISCUSSION/POSSIBLE ACTION 1. Legislative Issues: Discussion/Direction/Action regarding all pending legislation (Stephen Romero) L EXECUTIVE SESSIONS 1. Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. 2. CV2008-001131. Executive Session pursuant to A.R.S. ~ 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and discussion and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana ~~. Pima County/Pima County v. Marano (consolidated), Maricopa County Superior Court No. CV2008-001131, (2) pending legal issues,,_settlementdlscussions and contract negotiations relating to the transition of Marana wastewater collection and treatment to the Town of Marana. 3. Executive Session pursuant to A.R.S. §38-431.03 (A)(4) and (7) to consider the Town's position and instruct its representatives regarding negotiations for the purchase of property rights needed far the Twin Peaks interchange project, CIP number 2001-44, from the parcels of property generally identified as Pima County Assessor's parcel numbers 226-15-008B, -017B, -018B & -019A; 221-04-005B, 226-36-OOSB & -OOSC; and 226-08-0190; -and to instruct the Town's attorneys in settlement negotiations and contemplated condemnation proceedings relating to the same property rights. J. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of what items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the agenda for the second regular town council meeting after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B) K. ADJOURNMENT Action: Adjourn, Moved by Council Member Jon Post, Seconded by Council Member Carol McGorray. Passed 7-0. Regular Council Meeting -November 5, 2008 -Page 190 of 222 SOWN OF v 1~1ARANA ~ gRIZONP SPECIAL COUNCIL MEETING NOTICE AND AGENDA MINUTES Council Chambers 11555 W. Civic Center Drive, Marana, Arizona 85653 September 9, 2008, at or after 6:00 p.m. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on September 9, 2008. I further certify that a quorum was present.. Jocelyn C. Bronson., Town Clerk • • Regular Council Meeting -November 5, 2008 -Page 191 of 222 REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, September 16, 2008, at or after 7:00 PM Ed Honea, Mayor Herb Kai, Vice Mayor Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler, Council Member REGULAR. MEETING CALL TO ORDER AND ROLL CALL • Present: Mayor Ed Honea, Council Member Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council. Member Jon Post, Council Member Roxanne Ziegler Vice Mayor Herb Kai _joined the meeting at 8:20 pm. Staff Present: To«~n Manager Gilbert Davidson, Assistant Town Manager Deb Thalasitis, Town Attorney Frank Cassidy. Town Clerk Jocelyn Bronson PLEDGE OF ALLEGIANCE/1NVOCATION/MOMENT OF SILENCE Mayor Honea led the pledge of allegiance. Reverend Dave Hedgepath, Community Christian Church, gave the invocation. APPROVAL OF AGENDA. Motion: Approve ,Moved by Council Member Carol McGorray, Seconded by Council Member Russell Clanagan. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, McGorray, Post, Ziegler Excused: Kai CALL TO THE PUBLIC Ric Boyer, Candidate for State Representative, addressed Council regarding constituents and voting. He encouraged Marana and its constituents to vote for well qualified candidates. Regular Council Meeting -November 5, 2008 -Page 192 of 222 • PRESENTATIONS P 1: Presentation: Quarterly Financial Report /Preliminary results for fiscal year 2007-08. Erik Montague gave a brief overview on the general fund revenues for the fiscal year 2007- 2008. He spoke regarding the Transaction Privilege Taxes (TPT), State Shared Revenue, and Development Related Revenues. Mr. Montague recommended that an in depth study session be held at a later date. The presentation given by Mr. Montague is on file with the Town Clerk's Office. Mayor Honea asked if the State's billing was included in this presentation. Mr. Montague indicated that this is included in the 2008-2009 projections. Council Member Ziegler expressed her concern with paying the state shared revenue of $90k and asked that the bill not be paid until Council has approved to do so. Mr. Montague assured Council that prior to a bill of this sort being paid, it would come before Council for approval. P 2: Presentation: Relating to an Update on the Silverbell Road and District. Park Projects. Barbara Johnson gave an overview on the milestones accomplished as well as the project status updates with the Silverbell Road >l~terceptor Project. She stated that overall the project is 45% complete and that Phase I is 66°~o complete. Ms. Johnson explained the Ina . Road detour and stated that the project is currently on schedule and that the road is anticipated to be open for thru traffic at the beginning of November. She also explained how exploratory archaeology work is on-going in the park area adjacent to Silverbell Road and how the park construction leas received DEQ approval. Sue Benaron stated that there will be a tour of the site on the 23rd. Tom Ellis gave an overview on the status of the District Park. Mr. Ellis stated that he believes the project will go to bid in November and that the park will be opened in the summer of 2009. $200K will be requested in Operations and Maintenance funding in order to keep the park open 7 days a week. Presentation is on file with the Town Clerk's offrce. ANNOUNCEMENTS/UPDAIES Mayor Honea announced that Ora Mae Harn is currently at University Medical Center. He also welcomed the C.R.E.W. participants. MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Council Member Clanagan stated that on September 21st is the El Tour Kick-Off that will be held at Ora Mae Harn Park beginning at 6:30 am. Mayor Honea visited White Stallion Ranch. He also stated that he met with several youth leaders in the Marana area. i Regular Council Meeting -November 5, 2008 -Page 193 of 222 MANAGER' S REPORT: SUMMARY OF CURRENT EVENTS Gilbert Davidson stated that T. VanHook will be the Town's representative for the annual capital improvement program. process. Ms. VanHook's job will be to coordinate amongst all of the various departments in indentifying the capital needs for the organization and the entire community. STAFF REPORTS Chamber Quarterly Report Ed Stolmaker of the Marana Chamber of Commerce gave an over~~iew'''of the Chamber's quarterly report. Report is on file with the Town Clerk's office. GENERAL ORDER OF BUSINESS CONSENT AGENDA Motion: Approve, Moved by Council Member Jon Post, Seconded by Council Member Russell Clanagan. Passed. 6-0. Council Members voting Ayer Clanagan, Comerford, Honea. McGorray, Post, Ziegler Council Members Absent: Kai C 1: Resolution No. 2008-117: Relating to Public Services: approvingand authorizing an amendment to the intergoverrnnental agreement between the Regional Transportation Authority and the Town of Marana to add construction of wildlife crossings to the Camino de Manana Linda Vista Boulevard to Tangerine Road, Roadway and Drainage Improvements. C 2: Relating to Development Tm~pact Fees: The filin o~ e annual development impact fee report to account for the collection and use of development fees as required by ARS § 9-463.05. C 3: Resolution No. 2008-11 R: Relating to Development; approving and authorizing a final plat for Owest -Marina Facility, Lots 1 and 2. C 4: Resolution No. 2008-119: Relating to administration; authorizing_the Parks and Recreation Director, under the general and specific direction of the Town Manager or designee to execute agreements on behalf of the Town re ag rdin;? the use of Town of Marina narks anal associated facilities. COUNCIL ACTION A 1: Ordinance No. 2008.21: Relatin;; to Utilities; Adopting wastewater rates, rate components fees and service charges, and establishin;; an effective date. • Regular Council Meeting -November 5, 2008 -Page 194 of 222 . Barbara Johnson introduced Dan Jackson of economists.com, who gave a presentation on the Town's Wastewater Rate Study and Long Term Financial Plan_ Mr. Jackson stated that the forecast cost of service and rates have changed slightly in the last year. He stated the Town will still be able to provide wastewater services at a rate equal to that of the County. The economists.com presentation is on file in the Town Clerk's office. Mr. Jackson stated that a primary difference between the County's rate schedule and the proposed Town rate schedule is that the Town will establish a rate schedule for residential and non-residential categories only. Mr. Jackson then gave the proposed rate plan for the Town and stated that the proposed wastewater rates are forecast to remain below the state average. Carol McGorray asked whether an existing customer with Piix~a County would be required to pay a deposit to transfer into Marana. Dorothy O'Brien stated that the only time a resident would have to pay a deposit is if they are acquiring a new service. She also stated that if a resident does not own their own home, they would also have to provide a security deposit, unless 3 letters of credit reference are provided. Motion: Approve, Moved by Council Member Patti Comerford, Seconded by Council Member Carol McGorray. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford_ Honea; McGorray, Post, Ziegler Council Members Absent: Kai A 2: Ordinance No. 2008.22: Relating to Develo ment: a rovin and authorizing a modification to the rezoning conditions of Ordinance 2007.09 ~Villa;;es of Tortolita Specific Plan Vice Mayor Kai joined the dais at 8:20 pm Kevin Kish stated that on April 3, 2007, Council approved Ordinance No. 2007.09 which rezoned the Villages of Tortolita. The proposed Ordinance is a requestto modify the language of condition number 2 in Ordinance No. 2007.09. Motion: Approve, Mo~-ed by Council Member Jon Post, Seconded by Council Member Patti Comerford. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post, Ziegler A 3: Resolution. No. 2008-120: Relating to Utilities; approvin;? and authorizin the Mayor to execute a Partial Assigpnment of Rights and Assumption of Obligations of Central Arizona Project Municipal and Industrial Water Service Subcontract and an A;3reement among the United States, he Central Arizona Water Conservation District, and the Town of Marana; and declaring an emergency Frank Cassidy stated that these are the agreements that carry forward the Town's purchase. of Central Arizona Project water allocation from Flowing Wells Irrigation District and that these agreements are one of the final steps in getting that allocation. Motion: Approve, Moved by Council Member Carol McGorray, Seconded by Council • Member Russell Clanagan. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post, Ziegler Regular Council Meeting -November 5, 2008 -Page 195 of 222 • A 4: Resolution. No. 2008-1.21: Relating to Police Department; providing for the appointment of Terry Tometich as Chief of Police; .and declaring_an emer eg_nc~ Gilbert Davidson recommended to Council that Terry Tometich be appointed as Chief of Police. He stated that Mr. Tometich has demonstrated excellent capabilities during his short tenure as Interim Chief of Police. Motion: Approve, Moved by Council Member Russell Clanagan, Seconded by Council Member Patti Comerford. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, hai, McGorray, Post, Ziegler A 5: Resolution No. 2008-122: Relating to Economic Development; Approving and authorizing the Ma or to execute a financial participation agreement between Tucson Regional Economic Opportunities, Inc., and the Town of Marana to support re Tonal economic development activities Gilbert Davidson introduced David Welsh,Sr. Vice President of TREO,who gave a presentation on the TREO update to Council. Mr. Welsh stated that TREO is focusing their strategy on four industries: Aerospace & Defense, Solar, Biotechnology, and Transportation & Logistics. He discussed the 2007-2008 accomplishments regarding infrastructure/capacity development. Mr. Welsh then gave an update on the 2008-2009 TREO priorities and budget. Presentation is on file with the Totem Clerk's office. • Gilbert Davidson reminded Council to look at the item cover sheet regarding the two changes suggested by the Business and Economic Development Citizen Advisory Commission. Mayor Honea expressed concern on lack of communication from TREO regarding updates and status on projects more often. Mr. Welsh stated that one of the seats on TREO's board, the PAG seat, is intended to be rotated between the regions. Mayor Honea stated that Marana writes the $SOk check, not PAG. Mr. Welsh said that this is currently something that is being worked on. Council Member McGorray asked if there is a possibility that Sahuarita, Marana, and Oro Valley would have an opportunity to serve as a standing member of the TREO board. Mr. Welsh stated that this option would be brought up for the board's consideration. Council Member Ziegler spoke regarding what the Town has paid to TREO since 2005 and that TREO's map does not indicate any new business development in the Marana area. She stated that she would not vote for this proposed agreement with TREO. .Council Member Comerford stated that if Mr. Welsh's position is to be a liaison between TREO and the regional governments, then it would have been nice to see him before 9 months had passed. She stated that TREO reminds her of GTEC, a previous company that the Town had worked with. . Council Member Clanagan asked what accomplishments TREO has and how those accomplishments have benefited the Town of Marana. He stated that he feels that Marana is Regular Council Meeting -November 5, 2008 -Page 196 of 222 not a priority to TREO and that he does not support any more funds going to TREO in its present format in the existing relationship. Gilbert Davidson stated that Council has met regarding this issue in the past and suggested three .options for Council to consider: 1) to go back and work with. TREO to address the concerns raised tonight and have TREO come back to Council with an action plan on those concerns, 2) a reduced funding agreement with TREO, and 3) to decline the contract. Council Member Ziegler made a motion to deny Resolution 2008-] 22 for one year. Council Member Clanagan seconded. Mayor Honea stated that he opposed Council Member Ziegler and Clanagan's motion to deny this agreement and believes that the Town walking away from. TREO would be a great error for the Town. Council Member Ziegler stated that her recommendation is to not approve this agreement with TREO this year, and to re-group next year if the relationship improves. Council Member McGorray made a substitute motion to have TREO address the specific issues addressed to him tonight and come back to Marana with a more formalized plan of action and at that time Marana would consider the option to move forward with TREO. Seconded by Mayor Honea. Motion failed 2-5. • Council Members voting Aye: Honea, McGorray Council Members voting Nay: Clanagan, Comerford, Kai. Post, Ziegler Original Motion made by Council Member Ziegler was then voted on and passed 5-2. Council Members voting Aye: Clanagan, Comerford, Kai, Post, Ziegler Council Members voting Nay: Honea, McGorray A 6: Resolution No. 2008-123: Relating to Real Estate; Vacating a portion of the public right-of--way of Camino de Mariana that crosses the Union Pacific ~R~ailroad ~ro~erty, and declaring an emer~enc~ Frank Cassidy presented this item to Council stating that this item would address the property at the Camino de Mariana right-of--way that is between the frontage road and the TEP property. He stated that it just crosses the Union Pacific property. This item would authorize the Town Engineer to execute the documents that transfer title once that piece of property is no longer needed for traffic. Motion: Approve, Moved by Council Member Herb Kai, Seconded by Council Member Russell Clanagan. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post, Ziegler BOARDS, COMMISSIONS AND COMMITTEES B 1: Council Citizen Advisory Commission Assignments. • Regular Council Meeting -November 5, 2008 -Page 197 of 222 . Gilbert Davidson gave an overview of how Council Members would be assigned to the various Citizen Advisory Commissions. Affordable Housing Commission =Vice Mayor Herb Kai Business & Economic Development Commission =Councilmember Carol McGorray Parks & Recreation Commission =Councilmember Patti Comerford Planning & Zoning Commission = Councilmember Jon Post Police Commission =Councilmember Russell Clanagan Utilities Commission =Councilmember Roxanne Ziegler Mr. Davidson stated that each council member's role on these commissions will be as an ex-officio and non-voting liaison representing the Town Council. Council members are encouraged to attend the meetings of their assigned commissions and provide assistance and advice as requested by the commission chairperson. ITEMS FOR DISCUSSION/POSSIBLE ACTION EXECUTIVE SESSIONS Motion to go into executive session at 9:24 pm Motion: Approve, Moved by Council Member Patti Comerford, Seconded by Council Member Carol McGorray. Passed. 7-0. Jon Post left the dais at 9:25 pm • Council returned to the dais at 10:24 pm E 1: Executive Session pursuant to A.R.S. X38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. E 2: Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and discussion and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008-001131, (2) pending legal issues, settlement discussions and contract negotiations reiatinQ to the transition of Marana wastewater collection and treatment to the Town of Marana. E 3: Executive session pursuant to A.R.S. § 38-431.03(A)(3) and (4) for discussion or consultation with the Town's attorneys regarding a holdover tenancy in a Marana housing program unit. Motion to proceed as discussed in executive session: Moved by Council Member Patti Comerford, Seconded by Council Member Herb Kai. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Ziegler Council Members Absent: Post E 4: Executive session pursuant to A.R.S. § 38-431.03(A)(3) and (4) for Regular Council Meeting -November 5, 2008 -Page 198 of 222 discussion or consultation with the Town's attorneys to consider the Town's position and receive legal advice concerning public roadways affecting and in the vicinity of the Saguaro Ranch development, including Thornydale Road right-of--way north of the roundabout near the Saguaro Ranch entry and the "public easement" that is the subject of the pending litigation entitled Theresa Chamberlain vs. Saguaro Ranch Development Corporation, Pima County Superior Court No. 020083779 Motion to proceed as discussed in executive session: Moved by Council Member Patti. Comerford, Seconded by Council Member Herb Kai. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGon ay, Ziegler Council Members Absent: Post FUTURE AGENDA ITEMS Council Member Patti Comerford asked to have the item regarding CMID, which had been discussed at a previous meeting, brought back to Council for an update. Council Member Russell Clanagan concurred. Mayor Honea stated that something would be brought back. ADJOURNMENT Motion to adjourn: Moved by Council Member Russell Clana,an. Seconded by Council Member Patti Comerford, Passed 6-0. The meeting was adjourned at 10:26 pm. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on September 16, 2008. i further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk • Regular Council Meeting -November 5, 2008 -Page 199 of 222 REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, October 7, 2008, at or after 7:00 PM Ed Honea, Mayor Herb Kai, Vice Mayor Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler, Council Member ...-..~- REGULAR MEETING • CALL TO ORDER AND ROLL CALL Present: Mayor Ed Honea, Vice Mayor Herb Kai, Council Member Russell Clanagan, Council Member Patti Comerford, Counci] Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler Staff Present: To~~m Manager Gilbert Davidson, Assistant Town Manager Deb Thalasitis, Town Attorney Frank Cassidy.. Town Clerk Jocelyn Bronson PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE Mayor Honea led the pledge of allegiance and moment of silence. APPROVAL OF AGENDA Motion: Approve, Moved by Council Member Patti Comerford, Seconded by Council Member Carol Mcgorray. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Post, Ziegler. CALL TO THE PUBLIC David Morales addressed Council regarding the current market and asked them to make corrective actions during these uncertain times. Council Member Ziegler assured Mr. Morales that this Council has challenged department heads to make cuts where necessary. PRESENTATIONS P 1: Presentation: Relating to Air Quality. Regular Council Meeting -November 5, 2008 -Page 200 of 222 Don Gabrielson, Director of Pinal County's Air Quality Program made a presentation on air quality in Pinal County. He stated that there is an air quality summit scheduled for November 7, 2008. Mr. Gabrielson invited Town Council to attend the Air Quality Summit scheduled for November. Pinal County's PowerPoint presentation is on file in the Town Clerk's office. ANNOUNCEMENTS/iTPDATE5 PROCLAMATIONS Presentation: Relating to Parks & Recreation Department, Senior Program dedicating Monday, October 20, 2008 "Marana Senior Center Day." Jocelyn Bronson read the proclamation and Mayor Honea presented it to the Marilyn Payton of the Marana Senior Center. Ms. Payton expressed her gratitude for senior citizens and invited Town Council to attend Senior Center Day. y MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Council Member Comerford commended Ms. Payton for her great work at the Senior Center. She also stated that Marana High School is bringing back the FFA barbeque this Friday before the homecoming football game. She stated that tickets are only $7 and the proceeds benefit the FFA of the Marana High School. • Mayor Honea stated that several attended the international State of the State, the Governor's. Conference, Sahuarita's State of the Town Address, and the TREO event. He further stated that he, Gilbert Davidson. and Kevin Kish went to Denver earlier in the week to look at downtown revitalization efforts made by do~~mtown Denver. Mayor Honea stated that trip was a great help in Marana's future downtown planning efforts. MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS Gilbert Davidson stated that the Town has an online Citizen Request Tracker (CRT) system that citizens can use to submit their concerns or suggestions to Town staff. He stated that the strategic plan process on tonight's agenda is also an important item for the Town so that the community can define the areas that it needs to improve on. He invited members of the community in HOA's to invite management and Council to their meetings to listen to concerns and ideas. Jon Post left the dai s at 7:31 pm STAFF REPORTS GENERAL ORDER OF BUSINESS CONSENT AGENDA • Motion: Approve, Moved by Council Member Russell Clanagan, Seconded by Council Member Carol Mcgorray. Passed. 6-0. Regular Council Meeting -November 5, 2008 -Page 201 of 222 Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. C 1: Relating to Parks and Recreation Advisory Commission; implementation of a Healthy Vending Machine Policy. C 2: Resolution No. 2008-124: Relating to Development; approving and authorizing a final plat for Tangerine Crossing Block 3 Lots 1-36 and Common Areas "A", "B", & "C-1" thru "C-7". C 3: Resolution No. 2008-125: Relating to Community Developmenty, approving and authorizing full execution of an intergovernmental agreement with Pima County for the management and implementation of the 2005-2009 Community Development Block Grant program. C 4: Resolution No. 2008-126: Relating to Development; Approving a Release of Assurances for Rancho Marana 154 Block l and acceptance of public improvements for maintenance. C 5: Minutes of the June 17, July 1, July 15, and August. ~, 204$ regular council meetings and the July 23, August 5, August l2, and August 26, 2008 special council meetings. COUNCIL ACTION A 1: Relating to Utilities; Public hearing on proposed adoption of wastewater development impact fees Vice Mayor Herb Kai declared a conflict of interest and left the dais. Barbara Johnson introduced Dan. Jackson of economists.com who gave an overview of the wastewater utility impact fee study. Mr. Jackson showed a PowerPoint presentation which gave the major points of the impact fees. The presentation is on file in the Town Clerk's off ce. Council Member Clanagan asked which type of facility would use a 1" meter. Mr. Jackson stated that it would typically be a commercial business such as a restaurant or a larger warehouse type business, and that residential units would not typically see a 1" meter size. Council Member Ziegler asked if fees could be re-reviewed at a later date. Mr. Jackson stated that most cities and towns will re-visit fees every few years. David Godlewski, SAHBA liaison, 255 E. Morning Sun Court, addressed Council and thanked staff for their work on this issue. He expressed concern regarding a new code change that will apply to all homes which will require 1 " sprinkler systems. He asked staff to work with SAHBA. to address this issue. Brad DeSpain stated that an ordinance exists for 1" sprinklers and that the information would • be given to SAHBA. Regular Council Meeting -November 5, 2008 -Page 202 of 222 • Don Willhoit, 5515 W. Beetle Drive, turned in a speaker card but rescinded his card when called to speak. Motion: to bring item back on November 18 agenda, Moved by Council Member Russell Clanagan, Seconded by Council Member Patti Comerford. Other. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Mcgorray, Post, Ziegler. Council Members voting Abstain: Kai. A 2: Relating to Annexation; Public hearing to discuss and consider an application by QuikTrip Corporation to annex approximately taro acres located on the south side of Cortaro Farms and east of Cerius Stravenue into the Town of Marana. Kevin Kish addressed Council regarding the application for QuikTrip annexation. He stated that the applicant attended meetings with the neighboring areas and that a blank petition was filed with the Pima County Recorder on September 16, ?008. Council Member McGorray asked if the applicant received any response from neighbors during the October meeting. Mr. Kish stated that there was a staff member at that meeting and that the responses were positive and that the applicant could expand on this matter. • Jon Post returned to the dais at 7:53 pm. Mayor Honea asked if there ~~~as any verification that all the contiguous neighbors were notified about the meeting. Mr. Kish stated that the applicants provided staff with a list of properties and notices were delivered to the property awners or thaw propertiesbased on the Assessor's information. Mr. Kish further stated that this is similar to the Town's standard notification process. John Caldwell, 535 W. Cortaro Farms Road, the lot opposite of the proposed location of QuikTrip, addressed Council and. stated that he was present at the meeting with the applicant and that he 'rs in favor of the proposed annexation. Mr. Caldwell also asked for Council to give consideration to allow those lots on the frontage that are affected by the noise to be annexed into the Town of Marana. Bret Summers, 5448 W. Red Racer Drive, spoke in favor of the QuikTrip annexation. He stated that he drives that road every day and that annexation of this property will allow the Town to collect more revenue-based sales tax. He also stated that his knowledge of QuikTrip corporate values is that they do give back to the community the are located in. Fred and Sharon Glandon, 5451 W. Cortaro Farms Road, turned in speaker card in favor of the annexation, but did not speak at the meeting. • Mike Marx of MJM Consulting, representing QuikTrip, addressed Council and stated that Regular Council Meeting -November 5, 2008 -Page 203 of 222 • they received no opposition. to the proposed annexation during their meetings with neighboring community members. Jim Billman 10698 N. Sand Canyon, Oro Valley, stated that he is confident that owners have been notified as he just received forwarding address information from one of the lots in the area. He stated that he will .also be sending certified mail to notify the homeowners of the area. NO ACTION WAS TAKEN ON THIS ITEM A 3: Resolution No. 2008-1.27: Relating to Mayor and Council: authorizing the Town Manager to negotiate and execute a professional services agreement not to exceed $25,000 with for consulting services for the Town. of Marana strategic planning process. Motion made to authorize the Town Manager to negotiate and execute a professional services agreement with Partners for Strategic Action (PSA). Motion: Approve ,Moved by Council Member Russell Clanaaan, Seconded by Council Member Roxanne Ziegler. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Post, Ziegler. BOARDS, COMMISSIONS AND COMMITTEES • ITEMS FOR DISCUSSION/POSSIBLE ACTION EXECUTIVE SESSIONS E 1: Executive Session pursuant to A.R.S. X3.8-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. E 2: Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and discussion and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008-001131, (2) pending legal issues, settlement discussions and contract negotiations relating to the transition of Marana wastewater collection and treatment to the Town of Marana. E 3: Executive Session pursuant to A.R.S. § 38-431.03(A)(4) and (7) to consider the town's position and instruct its representatives regarding negotiations for the purchase of property rights needed for the Camino de Marana & Dove Mountain Extension project, CIP number 2001-052, from the parcels of property generally identified as Pima County Assessor's parcel numbers 216-03-OOSM and005N; and to instruct the Town's attorneys in settlement negotiations and contemplated condemnation proceedings relating to the same property rights, and relating to • acquisition issues arising out of the rezoning of property along the roadway corridor addressed by Marana Ordinance Nos. 2002.18 and 2002.25. Regular Council Meeting -November 5, 2008 -Page 204 of 222 Motion: to go into executive session ,Moved by Council Member Herb Kai, Seconded by Council Member Patti Comerford. Passed. 7-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Post, Ziegler. Jon Post ].eft the dais at 8:08 PM Motion: to proceed as discussed in executive session, a settlement of $143,800 plus closing costs for the acquisition of parcel numbers 216-03-OOSM and OOSN, Moved by Council Member Russell. Clanagan, Seconded by Council Member Patti Comerford. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of what items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the agenda for the second regular town council meeting after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B) Request to direct staff to look into the planning of the strategic planning weekend scheduled for November 14 and secure a location not to exceed $ l 2,000. Council Member Ziegler made a comment that the retreat should not be off-site due to the • large cost involved. Council Member Comerford stated that the subcommittee going over this matter has researched this greatly. Russell Clanagan stated that October 14, 2008 agenda item regarding the Planning and Zoning Commission is missing the applicant information and that there is no executive session for this item listed. Ms. Bronson stated that the application information for the applicants will be provided under separate cover and that the agenda would be amended to add an executive session item. ADJOURNMENT Motion: to adjourn ,Moved by Council Member Russell Clanagan, Seconded by Council Member Patti Comerford. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai., Mcgorray, Ziegler. Council Members Absent: Post. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council. meeting held on October 7, 2008. I further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk Regular Council Meeting -November 5, 2008 -Page 205 of 222 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, October 14, 2008, at or after 6:00 PM Ed Honea, Mayor Herb Kai, Vice Mayor Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler, Council Member REGULAR MEETING • CALL TO ORDER AND ROLL .CALL Present: Mayor Ed Honea, Vice Mayor Herb Kai, Council Member Russell Clanagan, Council Member Patti Comerford, Council Member Carol McGorray. Council Member Roxanne Ziegler arrived on the dais at 6:11 p.m. Excused: Council Member Jon Post Staff Present: Town Manager Gilbert Davidson, Town Attorney Frank Cassidy, Town Clerk Jocelyn Bronson Excused: Assistant Town Manager Deb Thalasitis PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE Mayor Honea led the pledge of allegiance and moment of silence. APPROVAL OF AGENDA Motion: Approve, Moved by Council Member Carol Mcgorray, Seconded by Council Member Russell Clanagan. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. CALL TO THE PUBLIC PRESENTATIONS P 1: Presentation: Relating to Solid Waste Management Gilbert Davidson addressed Council regarding solid waste management. He introduced Regular Council Meeting -November 5, 2008 -Page 206 of 222 • Barbara Johnson, who then introduced Pima County representatives. She stated that tonight's presentation would be to discuss the Tangerine Landfill and what the closure of that landfill would mean to the community.. Ms. Johnson introduced Ursula Cramer, Director of Pima County Environmental Quality. Ms. Cramer gave an overview of locations of landfills and transfer stations in Pima County. She stated that the Tangerine landfill is scheduled to be closed in the next year due to the. area reaching the end of its useful life. Ms. Cramer said that the site could close anytime between January and June of 2009, depending on volume received in that timeframe. When the landfill closes, material is taken from. the Catalina transfer station to the landfill. Council member Comerford asked why the transfer station waste would still be allowed into the Tangerine landfill and not the public waste. Ms. Cramer stated that the landfill will be closed to the public, but it will not be closed with a cap, meaning that the county will still be able to take waste from the transfer station out to the Tangerine Landfill. There is a legal requirement in order to properly close the landfill. The closure of the Tangerine Landfill has a cost estimate of approximately $9 million,: A future Pima County bond election will fund this closure. Ms. Cramer stated that people have asked if a transfer station can be built at the landfill. She said that this is not possible because the area has less than 2 acres of undeveloped land that has not been used for the landfill and a transfer station would take up 5 or more acres of land. Ms. Cramer stated that residents can take their waste to the Catalina or the Ryan Field transfer stations, the Ina Road landfill (for green waste or construction material), the Los Reales landfill or the Sahuarita landfill Barbara Johnson then discussed the impact of this issue to Marana, what role the Town should play in managing solid waste activities, and some of the legal considerations that need to be worked out in regards to this issue. Ms. Johnson stated that it is approximately 35 miles from the Tangerine landfill to the Catalina transfer station and over 20 miles to the Ryan Air field landfill and to the closest Pima County landfill Ms. Johnson and staff met with Pima County staff in September and it was discovered that there is no funding or land to build a new landfill to replace Tangerine landfill. Ms. Johnson then asked for Council direction as to how they would like to proceed with this item. The PowerPoint presentation is on file in the Town Clerk's office. Council Member McGorray asked if Waste Management had their own transfer station. Ms. Johnson replied that they had one in Maricopa County. Council Member Ziegler commented on ownership of the landfill and stated that it does not seem fair that the landfill is controlled by Pima County and that the County is closing this landfill and basically forcing residents to drive so far to dispose of waste without having a plan to build a new landfill in a closer proximity to Marana residents. Vice Mayor Kai asked for an update on a private .landfill situation in Pinal County and asked if Pima County has even considered any other locations for a landfill in northern Pima County. Ms. Cramer stated that the county is aware of the landfill in Pinal county but that they have • not researched it much. She also stated that one option might be the waste management facility on Ina Road may eventually have a residential waste transfer station built, but that this has not been confirmed. Regular Council Meeting -November 5, 2008 -Page 207 of 222 • Russell. Clanagan suggested a motion to direct staff to continue to look at options and pursue other opportunities for solid waste management for Marana residents. Motion: Direct staff, Moved by Council Member Russell Clanagan, Seconded by Council Member Patti Comerford. Passed. 5-l. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray. Council Members voting Nay: Ziegler. Council Members Absent: Post. P 2: Presentation: Relating to Economic Development Efforts in Marana Gilbert Davidson gave an overview of staff s efforts to build economic development in the community. Mr. Davidson stated that there are three areas that will be focused on; a comprehensive community-wide strategic plan, an economic road map, and the plan for how these projects will be completed. Mr. Davidson stated that the economic road map wilLbe developed once the strategic plan has been completed. The strategic plan process will need to focus on revenue diversification, so that if there is an economic downturn, other revenue avenues can be relied on. Mr. Davidson also mentioned the emphasis of the strategic plan on target industries, specifically those that create high-wage, livable jobs. He stated that the economic roadmap will help facilitate the Council's policy direction and the discussions that will be held over the next several months. Community stakeholders will be involved, as their thoughts are important. Mr. Davidson stated that the roadmap will also help to direct resources in the Town. Zoning and General Plan discussion, as well as community branding • discussion will also be a part of the strategic plan. Mr. Davidson stated that Council will need to help identify a steering committee, and offered to provide recommendations as time to select those individuals nears. He also stated that the open position for the Economic Development Administrator would not be filled until the comprehensive strategic plan has been completed. Mr. Davidson's presentation is on file with the Town Clerk's office. P 3: Presentation: Relating to Development of the Marana Main Street and Added Downtown Marana Infrastructure, including Public Infrastructure Financing Late Options Kevin Kish gave an overview of Marana Main Street and the Downtown Marana Development Area. This item will continue to come back to Council for periodic updates. He presented Version C previously adopted by Council as the presentation plan. Mr. Kish presented financial opportunities and development entities interested in the area and what it will take to make it a viable heart of the community. He walked the Council through potential improvements and impacts to the area including the Marana Interchange capacity similar to what has been done at Cortaro Farms, converting the frontage roads to one-way and how road projects, hardscape and softscape will connect to Marana Main Street. There are three proposed projects -the Marana Main Street, Diversified, which is going to P & Z on October 22, and the Cardon Uptown Project. These projects are waiting to go vertical • when the infrastructure is in place. He then identified concepts for the projects. He also noted the existing businesses on Sandario Road, new businesses and improvements necessary to Regular Council Meeting -November 5, 2008 -Page 208 of 222 • bridge the existing with the new projects. He also identified the possibility of parking garages to accommodate the intended density. There is also interest in putting in a hotel with conference center, shopping on the main floor and apartments above.. This project will be a transition corridor between the new and the old. The improvements will require a financial contribution from the town as a partner in the project. He then turned the presentation. over to Frank Cassidy who discussed the financing options necessary to go forward with the project. The most feasible. is an improvement district for the downtown area. To begin this process, Frank and Keith Brann sat down and reviewed the developments and who will benefit from each type of improvement. There is still some uncertainty about the level of commitment in the current economic situation. There has been conceptual buy-in but possibly only for the long-term. The purpose for bringing the study session tonight was to get direction from Council as to what level of buy-in they want to express to developers. Mr. Cassidy's current perspective is that since the downtown is so critically important economically, it's going to be the catalyst for bringing development to the area, and he hoped that an improvement district for the immediate area would get a green light from Council. Keith Watkins from JF Companies in Scottsdale introduced himself as representing the Cardon partnership. He applauded Town Manager Davidson's and staff s presentation on economic development. He noted that it's very difficult to effect an economic strategy without infrastructure. He supports staff in their concept. • Michael Racy, representing Diversified, came forward and also encouraged Council to direct staff to move forward with the process. The complexity of coordinating development around the interchange within the next two years will take a rational, cost-sharing mechanism from all entities to make it happen. Projects may need to be scaled back and he noted that there are still models that will work. Mayor Honea noted that he had met with the landowners over the past few months and stated that improvements may need to be done in a phased and scaled-back schedule so that the property owners could start getting some return on their investments. With this type of schedule, he stated that some projects could see bricks on the ground within the year. Council Member Ziegler agreed with the Mayor and stated that there should be an aggressive effort to get infrastructure going to entice developers to the area. She emphasized that this is the type of project she would like staff to be working on. Mr. Davidson noted that the Council has an opportunity to create a lasting legacy. The community is unique in that it doesn't have. a heart or center. It will take political will, and financial commitment and private and public financial or public/private partnerships to make this downtown happen. This will be the heart of the community. He also noted that this effort will involve calculated risks to make it a reality, but he hoped this piece would be an important component of the strategic plan. Upon motion by Council Member Comerford, who asked that staff bring back a f scally • responsible phasing plan with options, seconded by Council Member McGon ay, the motion passed unanimously. Regular Council Meeting -November 5, 2008 -Page 209 of 222 • ANNOUNCEMENTS/UPDATES PROCLAMATIONS 2008 Arizona Cities and Towns Week Town Clerk Bronson read the proclamation. MAYOR AND COU1\TCIL REPORTS: SUMMARY OF CURRENT EVENTS Council Member Comerford congratulated Ed Stolmaker for being on the cover of the Oro Valley/Marana magazine. Council Member Ziegler reported that she and the Mayor participated in the G.A.LN. Bus on Wheels tour over the weekend. Council Member McGorray reported that the K-9 Corp gave apresentation /show at Heritage Highlands. Mayor Honea reported that he and Josh Wright attended the Pinal Partnership breakfast where he was a speaker. He also attended the Pinal Mayors' roundtable earlier today. Mayor Honea also reported that Ora Harn is out of the hospital and will be returning to work shortly. The mayor also reported that Martha Davis, the wife of former Marana Town Manager Hurvie Davis is in the hospital MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS STAFF REPORTS GENERAL ORDER OF BUSINESS CONSENT AGENDA Motion: Approve, Moved by Council Member Patti Comerford, Seconded by Council Member Russell Clanagan. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. C l: Resolution No. 2008-128: Relating to Utilities; Approving and authorizing the Mayor to execute an agreement between the Town of Marana and Desert Son Community Church of Tucson, Arizona for construction of water facilities C 2: Resolution No. 2008-129: Relating to Utilities; Approving and authorizing the execution of the Intergovernmental Agreement between Metropolitan Domestic Water Improvement District, Flowing Wells Irrigation District, the Town of Marana, and the Town of Oro Valley for Northwest Water Providers Central Arizona Project water system route analysis and additional future studies. COUNCIL ACTION A 1: Resolution No. 2008-130: Relating to the Police Department; Approving and authorizing the Mayor to execute an Amendment to the Memorandum of Regular Council Meeting -November 5; 2008 -Page 210 of 222 Understanding between the Town of Marana and the Marana Police Officers' Association; and declaring an emergency. Gilbert Davidson stated that this item was created as part of the negotiation process for the MPOA agreement. The MPOA representatives wanted to make sure that the dispatchers were included in the 8 step pay plan. This item is a modification to the agreement to recognize the importance of the long-term serving dispatchers of the community. Motion: Approve, Moved by Council Member Carol Mcgorray, Seconded by Council Member Patti Comerford. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. BOARDS, COMMISSIONS AND COMMITTEES B 1: Resolution No. 2008-131: Relating to Boards, Commissions and Committees; appointments to the Planning Commission. Appointment of Gary Pound and Michael Wiles to the Planning Commission. Motion: Approve, Moved by Council Member Russell Clanagan, Seconded by Council Member Roxanne Ziegler. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. • ITEMS FOR DISCUSSION/POSSIBLE ACTION EXECUTIVE SESSIONS E 1: Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. Motion.: to go into executive session, Moved by Council Member Russell Clanagan, Seconded by Council Member Herb Kai. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, Mcgorray, Ziegler. Council Members Absent: Post. E 2: Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and discussion and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008-001131, (2) pending legal issues, settlement discussions and contract negotiations relating to the transition of Marana wastewater collection and treatment to the Town of Marana Vice Mayor Kai was excused from discussion of this item due to a conflict of interest. E 3: Executive session pursuant to A.R.S. ,~ 38-431.03 (A)(1) for discussion about Added and interviews of prospective Planning Commission member candidates. Late Regular Council Meeting -November 5, 2008 -Page 211 of 222 i See item. BI above for action taken in public session. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of what items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the agenda for the second regular town council meeting after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-2 B) ADJOURNMENT Vice Mayor Kai left the dais prior to adjournment. Motion: to adjourn, Moved by Council Member Russell Clanagan, Seconded by Council Member Carol Mcgorray. Passed. 5-0. Council Members voting Aye: Clanagan, Comerford, Honea, Mcgorray, Ziegler. Council Members Absent: Post. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on October 14, 2008. I further certify that a quorum was present. • Jocelyn C. Bronson, Town Clerk • Regular Council Meeting -November 5, 2008 -Page 212 of 222 REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, October 21, 2008, at or after 7:00 PM Ed Honea, Mayor Herb Kai, Vice Mayor Russell Clanagan, .Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post, Council Member Roxanne Ziegler, Council Member REGULAR MEETING • CALL TO ORDER AND ROLL CALL Present: Mayor Ed Honea. Vice Mayor Herb Kai, Council Member Russell Clanagan; Council Member Patti Comerford, Council Member Carol McGorray, Council Member Jon Post Excused: Council Member Roxanne Ziegler Staff Present: Toavn Manager Gilbert Davidson, Assistant Town Manager Deb Thalasitis, Town Attorney Frank Cassidy, Town Clerk Jocelyn Bronson PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE Cub Scouts Den 6, Pack 219 led the pledge of allegiance and Mayor Honea led the moment of silence. APPROVAL OF AGENDA Motion: Approve, Moved by Council Member Carol McGorray, Seconded by Council Member Russell Clanagan. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. CALL TO THE PUBLIC David Morales addressed Mayor and Council: "What I'm going to say is going to sound complicated but I'm going to say it the best way I know how to say it. It deals with dynamics. The dynamics of everything has changed. Today copper is $2.02. A year ago is was $4.37. The state of Arizona next year is going to have a tremendous shortfall because of this and I'm sure you've heard that they are putting those travel trailers in Morenci for the miners and all Regular Council Meeting -November 5, 2008 -Page 213 of 222 • that. And that was the only hope that the State of Arizona had, but now it's gone. In 1939 Fort Bliss Texas had ].0,000 horses. They still believe in the Calvary. December 7, 1941, what good did those 10,000 horses do, they were wasted. Once upon a time at every street corner, there used to be a gas station, and at that gas station you could have your oil. changed, tires fixed, cars fixed, you know, it was a little bit of everything. They're gone now. Now we got self service gas stations. So the Town needs for somebody to come up with a new idea. That's the point of what I'm trying to say. The Town was formed with Cortaro Water Users, I've given you their minutes so you know what I'm talking about. The Town was in this straits, about 15 years ago, and we annexed the south end annexation ti~-hich is Costco, and that gave the Town the foundation. And if the Town doesn't change the wa}' it does business, it's not going to survive. And I've given you, the best example I can wive you is Fort Bliss, 10,000 horses, what good did it do? And um, I just hope and pra~T that somebody comes up with a new idea that can help the Town because if not, I hate to think what's gonna happen. I thank you for your time." PRESENTATIONS ANNOUNCEMENTS/iTPDATES PROCLAMATIONS MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS . Gilbert Davidson stated that a Council Executive report will be provided bi-weekly and included in future Council packets. STAFF REPORTS GENERAL ORDER OF BUSINESS CONSENT AGENDA Motion: Approve, Moved by Council Member Patti Comerford, Seconded by Council Member Carol McGorrav. Passed. 6-0. Council Members voting .Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. C 1: Resolution No. 2(108-1.32: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board for a new No. 14 (Club) liquor license submitted by Kenneth Willard Depew on behalf of The Ritz-Carlton Golf Club, Dove Mountain located at 6501 Boulder Bridge Pass C 2: Resolution No. 2008-133: Relating to Liquor Licenses; approval and recommendation to the State Liquor Board for a new No. 12 (Restaurant) liquor license submitted by William Ward Mack on behalf of Dove Mountain Grill located at 12130 N. Dove Mountain Blvd., Suite 194 C 3: Resolution No. 2008-134: Relating to Liquor Licenses; approval and • recommendation to the State Liquor Board for a new No. 12 (Restaurant) liquor license submitted by Stephen Sherwood Baker on behalf of Regular Council Meeting -November 5, 2008 -Page 214 of 222 • Monsoon's Gril] located at 8235 N. Silverbell Road, Suite 105 C 4: Resolution No. 2008-135: Relating to development; approving the release of a Private Improvement Agreement for Safeway Store #1749, acceptance of public improvements for maintenance C 5: Resolution No. 2008-136: Relating to Development; approving and authorizing a development plan for the Paley Building C 6: Resolution No. 2008-137: Relating to the Police Department; approving and authorizing the appointment of three Council members to the Contract Review Committee for the Meet and Confer Memorandum of Understanding between the Town of Marana and the Marana Police Officers' Association:. approving and authorizing the appointment of one of those Council members as chair of the Contract Review Committee; and declaring an emergency C 7: Minutes of the September 3, September 16, and October 7, 2008 regular council meetings and the September 9, 2008 special council meeting COUNCIL ACTION A 1: Resolution No. 2008-138: PUBLIC HEARING: Relating to Development; approving and authorizing a conditional use permit fora 24-hour fitness studio in a commercial development at 8235 N. Silverbell Road Lisa Shafer addressed Council regarding a 24-hour fitness studio that is requesting a conditional use permit. She stated that the applicant had previously applied for a permit but it was not approved at that time. Ms. Shafer stated that the applicant has re-applied and that staff has not received any opposition to the studio. She further stated that staff recommends approval of the 24-hour fitness studio. Motion: Approve. Moved by Ct~uncil Member Patti Comerford, Seconded by Council Member Patti Comerford. Passed. 6-fl. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. A 2: Resolution No. 2008-139: PUBLIC HEARING: Relating to Development; approving and authorizing a conditional use permit for the operation of a car wash within the Safeway Plaza, a commercial development at 9140 N. Silverbell Road Lisa Shafer addressed Council regarding a request for a conditional use permit for a car wash in the Silverbell Corridor Overlay District. Ms. Shafer stated that the Planning Commission had recommended approval of the car wash on September 24, 2008. The applicant has agreed to restrict their hours of operation from 7 am - 9 pm. Ms. Shafer stated that staff recommends approval of this conditional use permit. Motion: Approve ,Moved by Council Member Russell Clanagan, Seconded by Council Member Herb Kai. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. • Council Members Absent: Ziegler. Regular Council Meeting -November 5, 2008 -Page 215 of 222 • A 3: Resolution No. 2008-140: PUBLIC HEARING: Relating to development; approving and authorizing a conditional use permit to allow the development of anew wireless communication facility at 5541 W. Linda Vista Boulevard Lisa Shafer addressed Council regarding a request fora conditional use permit for the development of a new wireless facility. The item was heard by the Planning Commission on September 24, 2008 and comes to Council with the Commission's vote of 4-2. Staff received 2 letters of opposition for this item and copies were given to Council prior to the meeting. Ms. Shafer stated that staff recommends approval of the facility. Bret Summers, 5448 W. Red Racer Drive, addressed Council representing the Hartman Vistas Neighborhood Association. He stated that the Association opposes the location of the wireless communication facility and that they feel they did not receive adequate notification that the site was being considered. He submitted a copy of a resolution that the Hartman Vistas Neighborhood Association passed which opposes the facility. Mr. Summers stated that the association is willing to work with council to mitigate the concerns and problems that it sees. Shirley Garza, 5518 W. Red Racer Drive, turned in a speaker card but chose not to speak when called., Paul Adler, 5588 W. Red Racer Drive, addressed Council regarding his opposition to the proposed wireless facility. He stated that the proposed location needs to have more greenery, such as palm trees, so that the structure can be covered as much as possible. Mayor Honea asked if the elevation of the water towers is already higher than Hartman Vistas. Brad DeSpain stated that they are elevated about 20 feet for fire protection. Mayor Honea asked if the proposed trees have height restrictions. Steve Olsen, representing Crown Communications. stated that trees would be 45-55 feet tall. Mayor Honea asked him if he would be prepared to accept that statement as a stipulation. Mr. Olsen said that would not be a problem and that if his client would have no opposition. Mayor Honea asked if there would be any other dishes or attachments to the palm tree tower. Mr. Olsen stated that there are no other attachments proposed at this time. He said that the site is designed to accommodate two wireless carriers. The wires for one carrier are concealed within the branch canopy of the palm tree and that the second carriers wires would flush mount to the pole structure and would then be covered. Mr. Olsen also stated that the Town has asked for permission to attach some of their radio equipment at a lower height at some point in the future. Mayor Honea expressed concern about the palm tree becoming a steel pole with a multiple dishes on it. Mr. Olsen stated that this design would conceal the antennas as best as possible and that if a second carrier came along in the future those wires would also be concealed. Council Member McGorray asked how the applicant planned to conceal the attachments that the Town had asked permission for. Mr. Olsen stated that it depends on the design of the antennas and where they would be located. Brad DeSpain stated that there are already Regular Council Meeting -November 5, 2008 -Page 216 of 222 • antennas there and that those would simply be replaced so line of sight would be available as other utilities go in further up Camino de Mariana. He stated that they would be a maximum of 30 feet high. Council Member Clanagan asked for clarification on the attached photos. Ms. Shafer stated that the distance from the nearest residence to the proposed site is approximately 490 feet, with the nearest residence to the east 1700 feet away and the nearest residence to the west 1000 feet away. Council Member Clanagan also asked for an overview of what took place at the Planning and Zoning meeting regarding the proposed site at Continental Ranch and what was done with that. Ms. Shafer stated that at the Planning Commission meeting in September, the applicant agreed to take a continuance and meet with the HOA prior to coming back. The Planning Commission has met with the HOA and they will meet at their next Planning Commission meeting tomorrow. She clarified that the Planning Commission did not vote to deny the item, they only voted. to continue the item. Council Member Clanagan asked for Ms. Shafer to put the map of Red Racer Drive on the overhead. Mr. Summers showed where his residence is located as well as his neighbors who were present at the meeting. Council Member Clanagan asked if Mr. Summers thought that the proposed site was in fact approximately 490 feet away. Mr. Summers stated that he was unsure. Mr. Adler commented about the photo attached to the Council Packet, showing where his • home and his neighbors home are located. Vice Mayor Kai asked if there was a gap in service in the area and if that was the reason for relocation to this area. Mr. Olsen stated that the purpose for the site is to handle most of the call volume when the new Twin Peaks Interchange goes up. Council Member Comerford commented on a letter received by Mr. Summers in September regarding-alternative sites for the wireless facility. Mr. Summers stated that the association is willing to work with the applicant and the Town to mitigate any issues. Mr. Olsen stated that there were discussions about other sites, but because of high voltage and underground utility lines locations, utility poles would not be a feasible location. Vice Mayor Kai asked «%hat minimum height the palm tree could be lowered to instead of the proposed 5~ feet. Mr. Olsen stated that the heights of the cell sites are set by the network engineers. He also stated that the proposed design does mitigate as per code requirement. Motion: Approve, Moved by Council Member Jon Post, Seconded by Council Member Russell Clanagan. Failed. 3-3. Council Members voting Aye: Clanagan, McGorray, Post. Council Members voting Nay: Comerford, Honea, Kai. Council Members Absent: Ziegler. Herb Kai moved for approval with the condition that the maximum tower height not exceed 50 feet. • Jon Post asked for the applicant to speak on the proposed height, as this proposed height may Regular Council Meeting -November 5, 2008 -Page 217 of 222 • not do any good. Mr. Olsen. stated that a 15 foot decrease in height would definitely :cause a loss in service area and that the site would most likely not work as intended. Motion: Approve w/ Conditions, Moved by Council Member Herb Kai, Seconded by Council Member Russell Clanagan. Failed. 1-5. Council Members voting Aye: Kai. Council Members voting Nay: Clanagan, Comerford, Honea, McGorray, Post. Council Members Absent: Ziegler. Council discussed and decided to continue the item to the November l ~8, 2008 Council meeting. Motion: Continue, Moved by Council Member Patti Comerford, Seconded by Council Member Jon Post. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. A 4: Resolution No. 2008-141: Relating to Real Estate; approving and authorizing the Mayor to execute an Option and Ground Lease Agreement with Crown Communication, Inc., for the lease of a cellular telephone tower on land owned by the Town of Marana at the Hartman Hills water reservoir site Discussion to continue this item to the November 18, 2008 meeting. Motion: Continue, Moved by Council Member Ton. Post, Seconded by Council Member Patti Comerford. Passed. 6-0. Council Members voting .Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. A 5: Resolution No. 2008-1 ~2: Relating to development; approving and authorizing a preliminary block plat for The Villages of Tortolita, blocks 1-48, well sites 1 &r 2, and common areas 'A' through 'H,' 'J' and'K' Vice Mayor Kai declared a conflict of interest and left the dais. Kevin Kish addressed Counci] regarding a preliminary block plat for the Villages at Tortolita. He gave an overview of the land use plan and stated that staff recommends approval of this preliminary block plat. Motion: Approve. Moved by Council Member Jon Post, Seconded by Council Member Russell Clanagan. Passed. 5-0. Council Members voting Aye: Clanagan, Comerford, Honea, McGorray, Post. Council Members Absent: Ziegler. A 6: Resolution No. 2008-143: Relating to development; approving and authorizing a preliminary plat for Tapestry Estates, Lots 1-61, Common Area 'A' (Private Streets), and Common Area 'B' (Functional Open Space) Vice Mayor Kai returned to the dais. Kevin Kish stated that the proposed preliminary plat meets the criteria of the development Regular Council Meeting -November 5, 2008 -Page 218 of 222 • agreement. Access for the development would be private gated access. Mr. Kish stated that staff recommends approval of this item. Council Member Comerford asked for clarification on the access to the development. Mr. Kish gave a visual of how access would be developed in the area. Motion: Approve, Moved by Council Member Russell Clanagan, Seconded by Council Member Carol. McGorray. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council. Members Absent: Ziegler. A 7: Relating to Mayor and Council; authorizing and directing the Manager to execute the logistics for a Town Council strategic planning retreat not to exceed $9,500.00 in total cost Gilbert Davidson. stated that this item would be to approve logistics for the Strategic Planning Retreat. Motion: Approve, Moved by Council Member Russell Clanagan. Seconded by Council Member Carol McGorray. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. A 8: Resolution No. 2008-144: Relating to Mayor and Council; amending the implementation of Mayor and Council vehicle and phone allowances under Resolution No. 2008-86; adopting an alternative Mayor's vehicle allowance; and declaring. an emergency Mayor Honea declared a conflict of interest and left the dais. Frank Cassidy stated that this resolution would be to set vehicle and phone allowances and to adopt a monthly vehicle allowance for the Mayor. Motion: Approve, Moved by Council Member Ton Post, Seconded by Council Member Russell Clanagan. Passed. 5-0. Council Members voting :dye: Clanagan, Comerford, Kai, McGorray, Post. Council Members Absent: Ziegler. BOARDS, COMMISSIONS AND COMMITTEES ITEMS FOR DISCUSSION/POSSIBLE ACTION Mayor Honea returned to the dais. EXECUTIVE SESSIONS E 1: Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. • E 2: Executive Session pursuant to A.R.S. § 38-431.03(A)(3),(4) and (7), discussion or consultation for legal advice with the Town's attorneys and Regular Council Meeting -November 5, 2008 -Page 219 of 222 • discussion and to consider its position and instruct the Town Manager and staff concerning (1) the lawsuit entitled Town of Marana v. Pima County/Pima County v. Marana (consolidated), Maricopa County Superior Court No. CV2008-001131., (2) pending legal issues, settlement discussions and contract negotiations relating to the transition of Marana wastewater collection and treatment to the Town of Marana. Council-and staff went into Executive Session for items E2 and E3 at 8:10 pm Motion: to go into executive session, Moved by Council Member Russell Clanagan, Seconded by Council Member Carol McGorray. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, I~ai, McGorray, Post. Council. Members Absent: Ziegler. E 3: Executive session pursuant to A.R.S. § 38-431.O1(A)(4}„for discussion and consultation with the town's attorneys regarding negotiations with Cortaro-Marana Irrigation District and Cortaro Water Users' Association arising out of the 1997 intergovernmental agreement between the To«~ of Marana, the Cortaro-Marana Irrigation District, and the Cortaro Water Users' Association FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion of ~~hat items to place on the agenda, if three or more council members request an item to be placed on the agenda, it must be placed upon the • agenda for the second regular town council meeting .after the date of the request (Marana Town Code, Title 2, Chapter 2-4, Section 2-4-? B j ADJOURNMENT Motion: to adjourn, Moved by Council Member Patti Comerford, Seconded by Council Member Russell Clanagan. Passed. 6-0. Council Members voting Aye: Clanagan, Comerford, Honea, Kai, McGorray, Post. Council Members Absent: Ziegler. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on October 21, ?008. I further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk • Regular Council Meeting -November 5, 2008 -Page 220 of 222 11555 W. CHIC CENTER DRIVE, MARANA, ARIZONA 85653 COUNCIL CHAMBERS, November 5, 2008, 7:00:00 PM To: Mayor and Council From: Barbara Johnson ,Genera] Manager Public Services Item A '1 Subject: Resolution No. 2008-151: Relating to Intergovernmental Relations; authorizing the Town of Marana to join and participate in the Central Arizona Association of Governments Discussion: • The Central Arizona Association of Governments (CRAG) is a Council of Governments that serves as the regional planning agency for Pinal and Gila Counties. CAAG provides a regional forum for analysis, discussion, and resolution of issues including areas of transportation, environmental quality, community and economic development, job training, and social services. The Town of Marana boundaries have now extended into Pinal County and staff recommends that Marana participate regionally. By way of background, The Central Arizona Association of Governments (CAAG) was formed in 1970 and incorporated in 1975. CRAG is one of six regional planning districts, or Councils of Governments (COGS), established by Executive Order 70-2 by the Governor of Arizona. The six designated districts ultimately became two urban COGS, and four rural COGS. The goal was to create regional groupings that could provide more effective regional planning than various small towns, individual counties, or rural areas could on their own. The idea was to promote a community of interest, to preserve county boundaries, and to have a population base adequate to support planning activities, while complying with federal planning requirements and addressing the concerns of local government officials. The COGs, especially in rural areas, produced an economy of scale that allowed governments within a region to pool limited resources for maximum effect. The CAAG Region is comprised of Gila and Pinal Counties, which includes sixteen incorporated communities, and over 10,000 square miles of area. ATTACHMENTS: Name: Description: Type: ^ CAAG__Membership Resolution.j0_.00..11.52..2)_DOC CAAG Membership Resolution Resolution Staff Recommendation: Staff recommends approval of the resolution to join CAAG Suggested Motion: I move to approve Resolution 2008-151. • Regular Council Meeting -November 5, 2008 -Page 221 of 222 • MARANA RESOLUTION N0.2008-151 RELATING TO INTERGOVERNMENTAL RELATIONS; AUTHORIZING THE TOWN OF MARANA TO JOIN AND PARTICIPATE IN THE CENTRAL ARIZONA ASSOCIATION OF GOVERNMENTS WHEREAS the county and municipal governments of Pinal and Gila Counties have joined together to create the Central Arizona Association of Governments to provide a forum for the discussion and study of the area wide problems of mutual interest and concern and to undertake all necessary and prudent actions of an Arizona council of governments; and WHEREAS the cities and towns of Pinal and Gila counties have joint and interrelated problems requiring mutual action to ensure the orderly growth and development of this two- county area; and WHERAS the underlying concept of the Central Arizona Association of Governments is that counties and municipalities exercise basic initiative and leadership and have primary • responsibility for solving local problems and needs requiring action on an area wide or regional basis; and WHEREAS joining and participating in the Central Arizona Association of Governments is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF MARANA, ARIZONA, authorizing the Town of Marana to join and participate in the Central Arizona Association of Governments, and authorizing the Town's manager and staff to execute all documents and take all steps necessary and desirable to facilitate and carry out this resolution, in accordance with the laws, regulations and bylaws of the Central Arizona Association of Governments. PASSED AND ADOPTED by the Mayor and Council of the Town, of Marana, Arizona, this 5~' day of November 2008. Mayor Ed Honea. ATTEST: Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney • Regul~6~yr~~ f~~ti~g -November 5, 2008 -Page 222 of 222 ~' x C (p p p_o 0 o v 3 o m o-~ac~3~isam N ~• d N N p m c N ' v ~ _. ~ - ~ ~ ~ c m c o °' N N N ~ m~ ~ i ~ ~v_ N ~~?~c,m3c~'i s m ~~°-'~v,op~vv ~ ~ N ~I~ cam°om~dmo ~ ~\/ ~ fl1 7 O X' ~ ~ r ~ C ~ ? 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