HomeMy WebLinkAboutResolution 2013-088 retail tax incentive agreement for continental ranch parcel 60MARANA RESOLUTION NO. 2013-088
RELATING TO DEVELOPMENT; ADOPTING A NOTICE OF INTENT TO ENTER INTO A
RETAIL DEVELOPMENT TAX INCENTIVE AGREEMENT FOR THE PROPOSED
DEVELOPMENT OF CONTINENTAL RANCH PARCEL 60 LOCATED IN THE VICINITY
OF THE NORTH INTERSECTION OF TIFFANY LOOP AND NORTH CASA GRANDE
HIGHWAY
WHEREAS Town staff has negotiated the terms of a proposed retail development tax
incentive agreement for the proposed development of Continental Ranch Parcel 601ocated in the
vicinity of the north intersection of Tiffany Loop and North Casa Grande Highway (eastbound
Interstate 10 frontage road); and
WHEREAS A.R.S. § 9-500.11(K) requires a city or town to adopt a notice of intent to
enter into a retail development tax incentive agreement at least 14 days before approving the
agreement; and
WHEREAS the current draft of the proposed Continental Ranch Parcel 60 Development
Agreement is available for public viewing online or in hard copy as part of the Council agenda
packet for the Marana Town Council's October l, 2013 meeting; and
WHEREAS Town staff plans to bring the proposed Continental Ranch Parcel 60
Development Agreement to Town Council for its consideration at the October 15, 2013 meeting.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE
TOWN OF MARANA, ARIZONA, that the Town of Marana hereby issues this notice of intent
to enter into the Continental Ranch Parcel 60 Development Agreement, a retail development tax
incentive agreement, at the October 15, 2013 Marana Town Council meeting.
PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF
MARANA, ARIZONA, this 1 St day of October, 2013.
May r d Honea
ATTEST:
l�
Jocelyn C. Bronson, Town Cierk
Resolution No. 2013-088
9/23/2013 2:42 PM FJC
CONTINENTAL RANCH PARCEL 6O DEVELOPMENT AGREEMENT
TOWN OF MARANA, ARIZONA
THIS DEVELOPMENT AGREEMENT (this ��Agreement�� is made and entered into by and
between the TOWN OF MARANA an Arizona municipal ccirporation (the "Towri'), and
CONTINENTAL RANCH DEVELOPMENT, LLC an Arizona Iirnited liability company (the
"Owner"). The Town and the Owner are sometimes eoliectively referred to as the "Par-
ties," either one of which is sometimes individually referred to as a"Party."
A. The Owner is the current owner of a� unimproved vacant parcel of land located
on Tiffany Loop bearing Pima County Assessor's parcel number �26-08-010B and re-
ferred to in this Agreement as the "Owner's �and," depicted in Exhibit A attached to
and incorporated by this reference in this Agreernent. !
B. The Owner's Land is a portian af �ontinental Ranch Parcel 60, as depicted in the
Continental Ranch Specific Plan adapted by 'Town of IVlarana Ordinance No. 88.09 and
amended by Town of Marana Ordinarice Nos. 92.11, 96.36, 97.29, 98.25, 99.25, 2000.01,
2002.01, and 2002.1�,.
C. The Parties
ject containing re
Ranch Snecifie Pl�
D. Subject to the i
dress various public
Land.
he Owner will develop the Owner's Land into a pro-
uses and other uses consistent with the Continental
rment (the "I��velopment").
itio�� c�f this Agreement, the Parties desire to ad-
and development issues related to the Owner's
E. The Development is con�istent with the Towri s long-term economic development
strategies and is expected to create a source of significant tax revenue for the Town for
many years. , `(
F. The Development will have a substantial positive economic impact on the Town
because it is expected to provide commercial and retail opportunities consistent with
the businesses targeted by the Town.
G. The Development is in compliance with the Towri s adopted and approved Gen-
eral Plan (as defined in A.R.S. § 9-461).
H. The Development is in compliance with the Continental Ranch Specific Plan.
I. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agree-
ment with a landowner or other person or entity having an interest in real property
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Exhibit A - Resolution 2013-088
located within the Town to facilitate development of the property by providing for,
among other things, the conditions, terms, restrictions, and requirements for develop-
ment and public infrastructure and the financing of public infrastructure.
J. In approving this Agreement, the Town Council has found and determined that
certain activities relating to the Development are economic development activities with-
in the meaning of A.R.S. � 9-500.11, that all expenditures by the Town pursuant to this
Agreement constitute the appropriation and expenditure of public monies for and in
connection with economic development activities and that it is appropriate to provide
the Owner with the reimbursement in this Agreemen�=_as �an inducement to cause the
Owner to construct, own and operate the Developmen� �n the Town.
K. The Town adopted a notice of intent
14 days before the Town Council approved
� 9-500.11. _
Agreement not less than
a ,compliance with A.R.S.
L. The Town Council finds that the
Town than the amount of the reimburse
Agreement. _
M. An independent third party not fir
Council's finding that the Developni�nt w
amount of the reimbursern�nts to the Q�vn�
N. The Town Gouncil finds that in the
provided pursuanf to this Agreernent, the',
in the same time, place or mann�r as it will
O. The C)wn�r ;
will make certain '
and directiv benefi
raise mcare revenue for the
r within the::duration of this
� Owner has verified the Town
� r�venue for the Town than the
duration of this Agreement.
ee of t1�e reimbursements to the Owner
�lopment would not locate in the Town
the reimbursements to the Owner.
infrastructure construction costs and
ructure in the irninediate vicinity of
P. The reitnbursements fo the C)�mer provided pursuant to this Agreernent are in-
tended to reimburse the Owner for i�s out-of-pocket public infrastructure construction
costs and publie infrastructure contributions as described more specifically in this
Agreement.
AGREEMENT
Now THEREFORE in consideration of the foregoing recitals, which are incorporated
into this Agreement as though fully restated here, and the mutual covenants set forth in
this Agreement, the Parties hereby agree as follows:
1. Term. This Agreement shall become effective upon its execution by all the Parties
and the effective date of the resolution of the Town Council approving this Agreement
(the "Effective Date"). The term of this Agreement shall begin on the Effective Date and,
unless sooner terminated by the mutual consent of the Parties, shall automatically ter-
minate and shall thereafter be void for all purposes on the 15� anniversary of the Effec-
tive Date.
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Exhibit A - Resolution 2013-088
2. Proposed uses. The Owner intends attract a retail establishment with longevity in
marking, selling, and servicing specialized construction, agricultural, turf and forestry
equipment and products. Overall, the Development will create substantial additional
sales tax revenues for the Town, will assist in the creation or retention of jobs and will
otherwise improve or enhance the economic welfare of the residents of the Town by
bringing customers to the Development from the Town and surrounding communities.
3. Definitions. The following definitions shall apply to this Agreement:
(A) "Construction Sales Tax Revenues' mean
action privilege taxes (currently 4%) generated p
the Marana Tax Code from construction contract
occurring as part of the Development.
(B) The "Development" is
graph 2 above.
(C) "Development Regulations" is dei
(D) The "Owner's Land" i� defined in
(E) "Public Improvements
serving the Development:
(i) Public
(ii) Publi�
(iii) Publi
�
C a
�rtions of the Towri s trans-
to Section 8-415 or 8-416 of
�eculative builder activities
described in para-
4
types of public infrastructure
,(�} "Public Improvem�nt Costs" m�ans a11 costs, expenses, fees, transaction privi-
lege taxes and charge,s. actually incurred and paid by or on behalf of the Owner be-
fore the 2nd Anniversary Date of this Agreement to contractors, architects, engineers,
surveyors; government�l agencies, 'other professionals and consultants, and other
third parties for material�� labor, planning, design, engineering, surveying, site ex-
cavation and pr�paratiox� governmental perrnits and payments, payment and per-
formance bonds, other pr€�fessional services, and all other costs and expenses related
or incidental to and xe�sonably necessary for, the acquisition, improvement, con-
struction, installation, or provision of the Public Improvements, together with all
costs associated with the acquisition of lands, rights-of-way and easements either to
be dedicated to the Town or upon which Public Improvements are to be constructed.
(G) "Reimbursement Account" rneans a separate account within the Towri s
General Fund or accounted for by an appropriate book or ledger entry designation
for the purpose of making Reimbursement Payments (see paragraph 10 below)
(H) "Reimbursement Payments" is defined in paragraph 10 below.
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Exhibit A - Resolution 2013-088
(I) "Sales Tax Revenues" means that portion of the Town's transaction privilege
taxes (currently 2%) generated from the following activities occurring within the
Development:
(i) Amusernents, exhibitions and similar activities pursuant to Section 8-410 of
the Marana Tax Code.
(ii) Hotels pursuant to Section 8-444 of the Marana Tax Code.
(iii) Rentals pursuant to Section 8-445 of the Marana Tax Code.
(iv) Restaurants and bars pursuant to
(v) Retail sales pursuant to Section 8-�
References to sections of the existing
ing sections of successor codes.
4. Development regulations. The I
zoning or land use designation, the
the Owner's Land. The Marana De�?
tions, substantive procedures, and �
approved by the Mayor and Counc'
effect on the Effective Date shall ap
the event of any express ccanflict,
control over this �4greement as to
Agreement shall control over the N
or procedural matter.
5. Developm�nt rE
with th� �L?evelopm
basic land uses, and
the land � us�s autha
applicable
of the De`
for the De�
may
�Q� 8-455 of the Marana Tax Code.
f-the Marana Tax Code.
Tax Cod� shall include correspond-
�lopment shall be governed °by the underlying
�tinenf��. �Zanch; S�ecific Plan, ai�� standards for
�ment Cc�de, including the writ��ri rules, regula-
:ies relating t� development of land, adopted or
�lleetively the "lYIarana Development Code') in
to the extent not ��vered by this Agreement. In
terms of 'r°the Marana Development Code shall
y zoning' or other legislative matter, and this
na Development Code as to any administrative
��evel�ipment shall be developed in a manner consistent
l�tions and this Agreement, which together establish the
iti�s, antensities and development regulations that apply to
the Development. Upon the Owner's compliance with the
�w and approval procedures and substantive requirements
ians, the Town agrees to issue such permits or approvals
�e:requested by the Owner.
6. Public improvements construction and reimbursement. As a condition precedent to re-
ceiving Reimbursement Payments under paragraph 10 of this Agreement, and not as a
separate contractual obligation, the Owner shall, in conjunction with its construction of
the Development and in accordance with the State of Arizona and the Town public
infrastructure construction procurement laws and procedures:
(A) Design and construct the Public Improvements; and
(B) Pay all Public Improvement Costs as they become due.
7. Reimbursement amount. The Town shall make Reimbursement Payments to the
Owner for the Owner`s Public Improvement Costs constructed and paid for within two
years of the Effective Date of this Agreement. The Town shall not make Reimbursement
Payments to the Owner for Public Improvement Costs which are constructed or paid
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CON'I'INENTAL RANCH PARCEL 60 DEVELOPMENT AGREEMENT 9/5/2013 2:46 PM FJC
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Exhibit A - Resolution 2013-088
for after the 2nd anniversary of the Effective Date of this Agreement. The Owner shall
submit to the Town a quarterly staternent showing the actual construction costs in-
curred and contributions paid or credits received to date for the Public Improvements.
The Owner shall provide the Town with invoices or other backup information reasona-
bly requested by the Town to confirm the accuracy of the Owner's quarterly statement
of costs and contributions or credits.
8. Reimbursement account. The Town shall deposit into the Reimbursement Account
45% of the Sales Tax Revenues (see paragraph 3(I) abo��). as they are received from the
Arizona Department of Revenue, beginning with the fir�� sueh revenues generated from
the Development and ending upon the expiration of this Agreement. Funds in the Re-
imbursement Account shall be reimbursed to tk�e Owner pursuant to paragraph 10
below.
9. No reimbursement out of Construci
bursement under this Agreement shall
paragraph 3(A) above).
10. Reimbursement Payments. Th�,.
days of each calendar quarter all fix:
ment Payments"), beginning the fir�1
Tax Revenues (see paragraph 3(I) al
accrued in the Reimburse�t�*nt Acco
expiration of this Agreement shall be
tion of this Agreement.
own
�
> Tax Revenues. I�Ia portion of any reim-
of Construction Sa1es Tax Revenues (see
shall'p�y to the Owner within the first 45
the Reimt�ursement Account ("Reimburse-
iar quarter 'after the Towri s receipt of Sales
;er�erated by th� Developinent. Any funds
t nc�t yet disbursed to the Owner upon the
a fhe Owner, within 30 days after the expira-
11. Owner audit. Not �ore tl� �n�e each calendar year, the Owner may, at its own
cost, audit Town sales tax re�xrns and ather appropriate financial records of the Town
to assure prompt and accurate' deposit intci the Reimbursement Account of all revenues
as requi�ed pursuant to this Agr��rnent. The Owner audit authorized by this paragraph
shall be subject to all appl��able law� that may prohibit or limit the dissemination or use
of transaction �rivilege tax and related information.
12. Annual r�r�rt. Within �5 days following the end of each Town fiscal year, the
Town shall deliver to the (�wner a report of all Sales Tax Revenues generated by or
attributable to the De��lt�pn�tent which have been utilized by the Town in determining
the amount deposited into the Reimbursement Account.
13. Limitations. During the Term of this Agreement, the Town shall not enter into
any agreement or transaction which impairs the rights of the Owner under this Agree-
ment, including, without limitation, the right to receive the Reimbursement Payments
and the proceeds of the Reimbursement Account in accordance with the procedures
established in this Agreement.
14. Multiple business locations; release of tax information. Since some businesses with
multiple locations in the Town report their transaction privilege taxes on the basis of
revenues for all their locations in the Town, rather than separately for each location, the
Owner shall request each such business to separately report transaction privilege taxes
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Exhibit A - Resolution 2013-088
for transactions at its business located in the Development. The Owner shall exercise
reasonable efforts to obtain from all businesses in the Development a consent to release
of tax information in a form reasonably acceptable to the Town. If the separate report
required by this paragraph is not provided to the Town, the Town shall make a reason-
able estimate of the Sales Tax Revenues derived from the Development based on all
information available to the Town, including information provided by the Owner, and
the good faith certification by the Towri s Finance Director shall be considered final and
binding upon the Owner. The final certification of the Towri s Finance Director shall be
subject to all applicable laws that may prohibit or limit the dissemination or use of
transaction privilege tax and related information. .
15. Town review and approval of plans.
ment, the development and construction
Towri s normal plan submittal, review a:
spection requirements.
16. Development impact fees. Nothing in
or reduction of development impact fees
A.R.S. � 9-463.05 and applicable to the I�e�
17. Cooperation and alternative
(A) Appointment c
operate in the pre�gr�
ignate and appc�int a
ious departments an+
Representative") sha
of the
r�resentatives. 7
� crf the Develop
epresentative td
the O�vner. The
be the Tflwn n
Nexler or a r.epl
vaila�le at all rf
expr�*ssly provided in this Agree-
�lic Imp��qements is subject to the
al procedizres and construction in-
1 be co����ed as a waiver
by the Town pursuant to
o further the cornmitment of the Parties to co-
ment, the Ta�n and` the Owner each shall des-
act �s a liaison between the Town and its var-
initial representative for the Town (the "Town
[anager, and the initial representative for the
icem�nt to be selected by the Owner. The rep-
asonable times to discuss and review the per-
(B) Nqrz-performance; �Qmedies. If either Party does not perform under this Agree-
ment (the "l�on-Perforrning Party") with respect to any of that Party's obligations
under this Agreement, the other Party (the "Demanding Party") shall be entitled to
give written notic� in the manner prescribed in paragraph 18 below to the Non-
Performing Party, wliich notice shall state the nature of the non-performance
claimed and make demand that such non-performance be corrected. The Non-
Performing Party shall then have (i) 20 days from the date of the notice within which
to correct the non-performance if it can reasonably be corrected by the payment of
money, or (ii) 30 days from the date of the notice to cure the non-performance if ac-
tion other than the payment of money is reasonably required, or if the non-monetary
non-performance cannot reasonably be cured within thirty days, then such longer
period as may be reasonably required, provided and so long as the cure is promptly
commenced within thirty days and thereafter diligently prosecuted to completion. If
any non-performance is not cured within the applicable time period set forth in this
paragraph, then the Demanding Party shall be entitled to begin the mediation and
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CON'I'INENTAL RANCH PARCEL 6O DEVELOPMENT AGREEMENT 9�5�2013 2:46 PM FJC
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Exhibit A - Resolution 2013-088
arbitration proceedings set forth in this paragraph. The Parties agree that due to the
size, nature and scope of the Development, and due to the fact that it may not be
practical or possible to restore the property to its condition prior to Owner's devel-
opment and improvement work, once implementation of this Agreement has begun,
money damages and remedies at law will likely be inadequate and that specific per-
formance will likely be appropriate for the non-performance of a covenant contained
in this Agreement. This paragraph shall not limit any contract or other rights, reme-
dies, or causes of action that either Party may have at la,w or in equity.
(C) Mediation. If there is a dispute under this Agree;
resolve between themselves, the Parties agree tha� the
um on arbitration during which time the Parties agr�
pute by nonbinding mediation before cornm�ncement
shall be held under the commercial mediation rules of
sociation. The matter in dispute shall 1�
by the Owner and the Town. If the Par
diator within seven days, then within tr
shall requesfi the presiding jud�;;� �of the
ma, State of Arizona, to appoint ''' a� in
shall have at least five years' expexience
to real estate d
between the T�
on the Parties,
um.
pu
award
�gment. The cas
ind the Owner.'
any Party shall
bmitted to a
ent which the Parties cannot
� shall be a 45-day moratori-
to attempt to settle the dis-
�f arbitration. The mediation
Ze ���rican Arbitration As-
mediator mutually selected
� upon tl�� selection of a me-
ter the TowiZ��nd the Owner
in and for the County of Pi-
ator. The mediator selected
arbitrating disputes relating
ion shall be divided equally
�diation shall be nonbinding
bitration after the moratori-
��►tic�n, as prc��ided for in this paragraph 17, any dis-
iuse' af action �rising out of or relating to this Agree-
ission of th� matter by both Parties to binding arbitra-
�ce �nrith the �ul�s of the American Arbitration Association and the
n Arbi�ation 1�cf, A.R.S. § 12-501 et seq., and judgment upon the
by the a�bitrator(s} may be entered in a court having jurisdiction.
18. Notices. All �otices, requests and other communications under this Agreement
shall be given in wri��g a�d `either (i) personally served on the party to whom it is
given, or (ii) mailed by xegistered or certified mail, postage prepaid, return receipt re-
quested, or (iii) sent by private overnight courier such as Federal Express or Airborne,
or (iv) transmitted by facsimile (provided that a confirming copy of the facsimile trans-
mission is mailed on the date of such transmission), addressed as follows:
If to the Town:
(00035317.DOC / 2}
be
TOWN OF MARANA
11555 W. Civic Center Drive, Bldg. A3
Marana, Arizona 85653-7006
Tel (520) 382-1900
Fax (520) 382-1901
CONTINENTAL RANCH PARCEL 60 DEVELOPMENT AGREEMENT 9/5/2013 2:46 PM FJC
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Exhibit A - Resolution 2013-088
If to the OwNErt:
CONTINENTAL RANCH DEVELOPMENT, LLC
6088 W. Arizona Pavilions Dr.
Tucson, AZ 85743-7482
Attention: Greg Wexler
Telephone: (520) 744-8500
All notices shall be deemed given when delivered or
mailed as provided above, on the second day after th�
overnight courier, on the next day after the date of depc
may change its address for the receipt of notices �f axi
thereof to the other parties in accordance with the term�
�ansmitted by facsimile or, if
[ay of mailing, and if sent by
t with the courier. Any party
time by giving written notice
f fihis section. The inability to
dehver notice because of a changed address �f which no nc�fiice was given, or rejection
or other refusal to accept any notice, shal�,�� deemed to be the effective receipt of the
notice as of the date of such inability to de�iv�r or rejection or refusal to accept.
19. Miscellaneous.
(A) This Agreement
ties.
in a writing signed by the Par-
(B) Time is of the essence of this Agree�nent.
(C) This Agre�m�nt shall be gove"rned b� �xtd interpreted in accordance with the
laws of the State of Arizcina, and a�y Iavvsuit to: enforce any provision of this
Agreement or to obtain any-r�medy wit�t.�'espect to this Agreement shall be brought
in the Pima County ��upexi�r Go1�rt, and for this purpose the Parties expressly and
irrevocakily ��insent to the.�urisdictiQn of the Pima County Superior Court.
either o#
it or if a
of this A
dispute, as fh� case m
other party in �nforci
without limitation,,co�
i�s fails td' perform any of its obligations under this
�rises concerning the meaning or interpretation of any
:, the defaulting party or the party not prevailing in the
shall pay any and all costs and expenses incurred by the
establishing its rights under this Agreement, including,
ts and reasonable attorneys' fees.
(E) This Agreernent rnay be executed in multiple counterparts, each of which
shall, for all purposes, be deemed an original and all of which, taken together, shall
constitute one and the same agreement.
(F) This Agreement shall be binding upon and inure to the benefit of the Parties
and their respective successors in interest and assigns; provided, however, that no
assigninent of this Agreement shall in any way relieve the assignor of its obligations
under this Agreement.
(G) This Agreement is subject to A.R.S. § 38-511, which provides for cancellation
of contracts in certain instances involving conflicts of interest.
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Exhibit A - Resolution 2013-088
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the last
date set forth below their respective signatures.
THE ��TOWN��: The ��OWNER��:
TOWN OF MARANA, an Arizona CONTINENTAL RANCH DEVELOPMENT, LLC,
municipal corporation an Arizona limited liability company
:
Date:
ATTEST:
Ed Honea, Mayor
Jocelyn C. Bronson, Clerk
APPROVED AS TO FORM:
Frank Cassidy, Town Attorney
STATE OF ARIZONA � ��
County of Pima }
The f
Mark
(Seal)
before me on by
tANCH DEVELOPMENT LLC, an Arizona
Notary Public
EXHIBITS
the "Owner's Land"
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CON'['[1vsNT'AL RANCH PARCEL 60 DEVELOPMENT AGREEMENT 9/5/2013 2:46 PM FJC
-9-
By:
Marl� Schlossberg, Manager
Date:
Exhibit A - Resolution 2013-088