HomeMy WebLinkAboutResolution 2010-049 development agreement with arizona pavilions development* This is a scrivener's error. This Resolution was approved by Council as No. 2010-47 and has
been changed to conform to the correct numbering sequence.
2010-49*
MARANA RESOLUTION NO.
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE THE FIRST AMENDMENT TO REAL ESTATE EXCHANGE AND
DEVELOPMENT AGREEMENT WITH ARIZONA PAVILIONS DEVELOPMENT, INC.
AND RANCH HOLDINGS L.L.C.
WHEREAS the Town entered into a REAL ESTATE EXCHANGE AND DEVELOPMENT
AG1tEEMENT with Arizona Pavilions Development, Inc. and Ranch Holdings L.L.C. (collectively
the "Owner") effective December 16, 2003, recorded in the office of the Pima County Recorder
on December 19, 2003 at Docket 12201, Page 4073 (the "Original DA"); and
WHEREAS Paragraph 7 of the Original DA provided for reimbursement of certain
Owner-constructed public improvement costs out of Town-collected transaction privilege (sales)
taxes from construction activities from within the "Construction Tax Reimbursement Area" (as
that term is defined in the Original DA); and
WHEREAS now that the Owner has completed construction of the public infrastructure
and reimbursements have begun, the Town and the Owner desire to confirm the amounts owed,
paid, and yet to be paid under the Original DA to avoid misunderstandings; and
WHEREAS the Town and the Owner desire to modify certain terms of the Original DA
for the mutual benefit of the Parties and to carry out the Parties' intent in entering into the
Original DA to reflect changes in market conditions and projections in the intervening period
since the effective date of the Original DA; and
WHEREAS the Town Council finds that the proposed amendment is in the best interests
of the Town and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, AS FOLLOWS:
SECTION 1. The First Amendment to Real Estate Exchange and
Development Agreement with Arizona Pavilions Development, Inc. and Ranch Holdings L.L.C.
attached as Exhibit A to and incorporated by this reference in this resolution is hereby approved,
and the Mayor is hereby authorized and directed 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 agreement.
Marana Resolution 2010-49* - 1 - {FC1318.DOC /}
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 18th day of May, 2010.
..~'
~.. ~; .
Mayor Ed Honea
ATTEST:
eelyn C. ronson, Town Clerk
Marana Resolution 2010-49~ - 2 - {FC1318.DOC /}
APPROVED AS TO FORM:
F. ANN RODRIGUEZ, RECORDER DOCKET: 13837
RECORDED BY: LLW PAGE: 948
DEPUTY RECORDER
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" SEQUENCE: 201Q1210282
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TOWN OF MARANA Lul
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ATTN: TOWN CLERK ,_
`9RIZO~Q'
11555 W CIVIC CENTER DR MAIL
MARANA AZ 85653 AMOUNT PAID $ 8.50
FIRST AMENDMENT TO REAL ESTATE EXCHANGE AND
DEVELOPMENT AGREEMENT
Town of Marana, Arizona
THIS FIRST AMENDMENT TO REAL ESTATE EXCHANGE AND DEVELOPMENT AGREEMENT (th1S
"Amendment") is made and entered. into by and between TxE TOWN of MARANA, an Arizona
municipal corporation (the "Town"), ARIZONA PAVILIONS DEVELOPMENT, INC., an Arizona corpo-
ration ("Arizona Pavilions") and RANCH HOLDINGS L.L.C., an Arizona limited liability company
("Ranch Holdings"). Arizona Pavilions and Ranch Holdings are referred to collectively as the
"Owner." The Town, Arizona Pavilions and Ranch Holdings are sometimes collectively referred
to as the "Parties," any one of which is sometimes individually referred to as a "Party."
RECITALS
A. The Parties entered into a REAL ESTATE EXCHANGE AND DEVELOPMENT AGREEMENT ef-
fective December 16, 2003, recorded in the office of the Pima County Recorder on Decem-
ber 19, 2003 at Docket 12201, Page 4073 (the "Original DA").
B. Paragraph 7 of the Original DA provided for reimbursement of certain Owner-
constructed public improvement costs out of Town-collected transaction privilege (sales) taxes
from construction activities from within the "Construction Tax Reimbursement Area" (as that
term is defined in the Original DA).
C. Now that the Owner has completed construction of the public infrastructure and reim-
bursements have begun, the Parties desire to confirm the amounts owed, paid, and yet to be
paid under the Original DA to avoid misunderstandings among the Parties.
D. Based on changes in market conditions and projections in the intervening period since
the effective date of the Original DA, the Parties desire to modify certain terms of the Origi-
nal DA for the mutual benefit of the Parties and to carry out the Parties' intent in entering into
the Original DA.
AGREEMENT
Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set
forth in this Amendment, the Parties hereby agree as follows:
1. Total Cost of Design and Construction. The Owner's actual cost for the design and con-
struction of the public infrastructure referenced in paragraph 6 of the Original DA is
$1,823,472.37.
2. Total Amount Eligible for Reimbursement. The total amount eligible for reimbursement
pursuant to paragraph 7 of the Original DA is $911,736.18, which is half of the cost set forth in
paragraph 1 above.
{00021008.DOC /} 5/7/2010 5:28 PM
FIRST AMENDMENT TO REAL ESTATE EXCHANGE & DEVEIAPMENT AGREEMENT
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3. Total Amount Already Reimbursed. Through the date of this Amendment, the Town has re-
imbursed the Owner $97,000.00.
4. Amendment to Paragraph 7 of Original DA. Paragraph 7 of the Original DA is hereby
amended as follows:
(A) Percentage Reimbursement. From and after the effective date of this Amendment,
only half of the Construction Sales Tax revenues generated as a result of the construction of
Construction Sales Tax-generating activities occurring on the property identified as the "Con-
struction Tax Reimbursement Area" on Exhibit H to the Original DA and received by the
Town shall be reimbursed to the Owner. The other half shall be retained by the Town.
(B) Period of Reimbursement. The reimbursement provided for in paragraph 7 of the
Original DA, as amended by this Amendment, shall be reimbursed to the Owner until De-
cember 16, 2023 or until an additional $814,736.18 is paid, whichever occurs first. Decem-
ber 16, 2023 is the twentieth anniversary of the Original DA. The additional amount to be
paid is the difference between the $911,736.18 total amount eligible for reimbursement (see
paragraph 2 above) and the $97,000.00 already paid (see paragraph 3 above)
5. Effect of Amendment. Except as expressly modified by this Amendment, the terms of the
Original DA shall remain in full force and effect.
6. Change of Town's Notice Address. The Town's notice address set forth in paragraph 11 of
the Original DA is hereby changed to:
TOWN OF MARANA
11555 W. Civic Center Drive
Marana, Arizona 85653-7006
(520) 382-1999
Fax (520) 382-1998
7. Conflict of Interest. This Amendment is subject to A.R.S. § 38-511, which provides for
cancellation of contracts in certain instances involving conflicts of interest.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
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{00021008.DOC /} 5/7/2010 5:28 PM
FIRST AMENDMENT TO REAL ESTATE EXCHANGE & DEVELOPMENT AGREEMENT
-2-
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date set forth
below their respective signatures.
TowN:
THE TOWN OF MARANA, an Arizona
municipal corpo/ration
C !`
By:
Ed Honea, Mayor
Date: ~ ' /~ ~ / d
OWNER:
RANCH HOLDINGS L.L.C., an Arizona limited
liability company ("Ranch Holdings")
By:
Robert G. Sarver, Managing Partner
Date:
ATTEST: ARIZONA PAVILIONS DEVELOPMENT, INC., an
~ Arizona corporation ("Arizona Pa 'lions")
~~~~~
celyn .Bronson, Clerk
By:
Mark Schlossber resident
APPROV D AS TO FORM:
Date: ~ \ \C~
G=~~.
ra / ssidy, Tow Attorney
STATE OF ARIZO A )
SS
County of Pima )
The foregoing instrument was acknowledged before me on by Robert G.
Sarver, Managing Partner of RANCH HOLDINGS L.L.C., an Arizona limited liability company, on
behalf of the L.L.C.
My commission expires:
Notary Public
STATE OF ARIZONA ) ~
SS
County of Pima )
The foregoing instrument was acknowledged before me on ~ by Mark
Schlossberg, President of ARIZONA PAVILIONS DEVELOPM NT, INC., a Arizona corporation, on
behalf of the corporation.
GREGORY L. WEXLE
My COmm1SSlOn eX Notary Publio,8tete of Arizon
M Comm rrCi ®nryEzpree Ota Ub11C
l~ibrua~r 1~, $C1~
{00021008.DOC /} 5/7/2010 5:28 PM
FIRST AMENDMENT TO REAL ESTATE EXCHANGE & DEVELOPMENT AGREEMENT
-3-
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date set forth
below their respective signatures.
TowN:
THE TOWN OF MARANA, an Arizona
municipal corporation
By:
Date:
ATTEST:
Ed Honea, Mayor
OWNER:
RANCH HOLDINGS L.L.C., an Arizona limited
liability company ("Ranch Holdings")
By:
Robert G. Sarver, Man/aging Partner
Date: ,~~ Z ~°!
ARIZONA PAVILIONS DEVELOPMENT, INC., an
Arizona corporation ("Arizona Pavilions")
Jocelyn C. Bronson, Clerk
By:
Mark Schlossberg, President
APPROVED AS TO FORM:
Date:
Frank Cassidy, Town Attorney
STATE OF ARIZONA )
SS
County of ~i~a )
~a.+r~c.dp~•
The foregoing instrument was acknowledged before me on Sf~~~~olo by Robert G.
Sarver, Managing Partner of RANCH HOLDINGS L.L.C., an Arizona limited liability company, on
behalf of the L.L.C.
My commission expires: ~
~u..Lt, a,3, ~o ti °t'-~- Notary ublic
Sandra L. penningxo"'
NOTARY PUBLIC-AP i
MARICOPACO~.~` '`
STATE OF ARIZONA My Commission r
County of Pima ) ,...
The foregoing instrument .was acknowledged before me on by Mark
Schlossberg, President of ARIZONA PAVILIONS DEVELOPMENT, INC., an Arizona corporation, on
behalf of the corporation.
My commission expires:
Notary Public
{00021008.DOC /} 5/7/2010 5:28 PM
FIRST AMENDMENT TO REAL ESTATE EXCHANGE BL DEVELOPMENT AGREEMENT
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