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HomeMy WebLinkAboutResolution 2006-218 first amendment to the gladden farms II development agreement MARANA RESOLUTION NO. 2006-218 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT WITH FC/M GLADDEN II, L.L.C., REGARDING THE GLADDEN FARMS II DEVELOPMENT PROJECT. WHEREAS FC/M GLADDEN II, L.L.C. has presented the Amended Gladden Farms II Specific Plan to the Town Council for consideration, governing the proposed Gladden Farms II development project; and WHEREAS FC/M GLADDEN II, L.L.C and the Town entered into the Gladden Farms II Development Agreement dated March 8, 2006 and recorded in the Pima County Recorder's office at Docket 12758, Page 2249 (the "Original Agreement"), relating to the Gladden Farms II development project; and WHEREAS revision of the Original Agreement has become necessary and prudent to address changes in circumstances since the execution of the Original Agreement, including revision of the roadway layout for Gladden Farms II, the creation of the Tangerine Farms Road Improvement District, the execution of a contract for construction of Tangerine Farms Road, and the sale of bonds to fund the construction; and WHEREAS the Mayor and Council-findihat the terms and conditions of the First Amendment to the Gladden Farms II Development Agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the First Amendment to the Gladden Farms II Development Agreement between the Town of Marana and FC/M Gladden II, L.L.C. attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned agreement. {00003594.DOC I} - 1 - 121141200612:00 PM FJC PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 19th day of December, 2006. ~&-- Mayo(gonea ATTEST: {00003594.DOC I} APPROVED AS TO FORM: -2- 121141200612:00 PM FJC FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT (this "Amendment") is made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), and FC/M GLADDEN II, L.L.C., an Arizona limited liability company (the "Developer"). The Town and the Developer are collectively referred to in this Amendment as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. The Developer owns the development project commonly known and referred to in this Amendment as "the Property," which is the land that is the subject of the document entitled "DEVELOPMENT AGREEMENT BETWEEN TOWN OF MARANA, ARIZONA, AND FC/M GLADDEN II, L.L.c." recorded in the Pima County Recorder's office at Docket 12758, Page 2249 (the "Original Agreement"). B. The Parties desire to amend the Original Agreement to address issues and changed circumstances that have come to light since the effective date of the Original Agreement and to resolve additional issues and concerns relating to the development of the Property. C. The Developer and the Town desire that the Property be developed in a manner consistent with the development regulations that now apply to it, as amplified and supplemented by the Original Agreement and this Amendment. D. The Town and the Developer acknowledge that the development of the Property pursuant to this Amendment will result in planning and economic benefits to the Town and its residents. E. The Developer has made and by this Amendment will continue to make a substantial commitment ofresources for public and private improvements in the Property. F. The Parties understand and acknowledge that this Amendment is a "Development Agreement" within the meaning of, and entered into pursuant to the terms of, A.R.S. S 9-500.05. G. This Amendment is consistent with the portions of the Town's General Plan applicable to the Property. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Amendment, the Parties hereby agree as follows: Article 1. Revisions to Original Agreement Recitals 1.1. Paragraph G(ii) of the Original Agreement is amended to read as follows: "The future development of the Property shall be subject to the Gladden Farms II Specific Plan as adopted by the Town on March 7, 2006 and the Gladden Farms II Amended Specific Plan as adopted by the Town on December 19,2006." {00003578.DOC / 3} - 1 - 12/13/20062:24 PM FJC 1.2. Paragraph L of the Original Agreement is amended to read as follows: "Tangerine Farms Road from Moore Road on the west through Gladden I and Gladden II and extending to its intersection with 1-10 is currently anticipated to be constructed by a municipal improvement district established by the Town for that purpose." Article 2. Substantive Revisions to the Original Agreement 2.1. Paragraph 1.2 of the Original Agreement is amended to reflect that the number of units shall not exceed 2,345. 2.2. Paragraph 2.1 of the Original Agreement is deleted. 2.3. Paragraph 3.1 of the Original Agreement is deleted. 2.4. Paragraph 3.2 through 3.4 of the Original Agreement are amended to read as follows: 3.2 Assessment allocation. The Tangerine Farms Road Improvement District has issued a Demand for Cash Payment of Assessment to the Developer in the amount of $11,535,374.05 (the "Allocated Assessment"). The Developer did not pay the Allocated Assessment attributable to Gladden II during the cash collection period (see A.R.S. S 48-590(B)). Consequently, the Allocated Assessment will be assessed against Gladden II as set forth in paragraph 3.3 below. 3.3 Bonds. The Town shall sell municipal bonds with a term of at least 15 years for purposes of amortizing the project costs over the term of the bond and for funding or reimbursing the project costs. Thereafter, Gladden II shall be assessed the principal and interest on the Allocated Assessment attributable to Gladden II as required for repayment of the bonds. 3.4 Assessment reallocation. Upon division or subdivision of Gladden II, the Town shall reallocate the allocated assessment among the parcels in direct proportion to the acreage of each parcel. 2.5. The Parties agree and acknowledge that the Developer has complied with paragraph 3.5 of the Original Agreement ("Consent to assessment"). 2.6. Article 4 of the Original Agreement, consisting of paragraphs 4.1, 4.2 and 4.3, is deleted in its entirety. 2.7. The Parties agree and acknowledge that the Developer has complied with the first sentence of paragraph 6.1.1 of the Original Agreement by timely dedicating the right-of-way for Tangerine Farms Road. 2.8. Paragraph 6.1.3 of the Original Agreement is amended to read as follows: 6.1.3 With the recording of the final block plat for Gladden II or within 60 days of demand by the Town, the right-of-way for Clark Farms Boulevard within the Property. 2.9. Exhibit C attached to and incorporated by reference in paragraph 6.2 of the Original Agreement is hereby replaced with revised Exhibit C attached to this Amendment and incorporated by this reference. 2.10. Paragraph 6.2.1 of the Original Agreement is amended to provide that Mike Etter Boulevard shall be a two-lane collector cross-section (with a continuous left-turn lane) in a 90- foot right-of-way instead of a four-lane divided cross-section in a 11O-foot right-of-way. {00003578.DOC / 3} - 2 - J 2/13/20062:24 PM FJC 2.11. The following sentence is added to the end of paragraph 6.2.2 of the Original Agreement: "The Developer shall be responsible for the full cost of Clark Farms Boulevard in any area where it abuts the Property on both sides and shall be responsible for one-half of the cost of Clark Farms Boulevard in any area where it abuts the Property on only one side." 2.12. Paragraph 6.2.3 of the Original Agreement is replaced with the following revised paragraph 6.2.3: 6.2.3. Traffic signals. When deemed warranted by the Town (but in any event not later than final release of assurances for the final subdivision within Gladden II), the Developer shall pay the total estimated cost of the Town's design and construction of traffic signals at the following intersections: 6.2.3.1. Clark Farms Boulevard and Mike Etter Boulevard. 6.2.3.2. Moore Road and Mike Etter Boulevard. 6.2.3.3. Clark Farms Boulevard and Pacheco Farms Road. 2.13. Paragraph 6.2.4 of the Original Agreement is replaced with the following revised paragraph 6.2.4: 6.2.4. Approach lanes. The Developer shall provide two lanes of approach in the following locations concurrently with the initial construction of the applicable roadway: 6.2.4.1. Southbound Southfield Road at Tangerine Farms Road. 6.2.4.2. Eastbound Mike Etter Boulevard at Clark Farms Boulevard. 6.2.4.3. Northbound Mike Etter Boulevard at Moore Road. 6.2.4.4. Northbound Mike Etter Boulevard at Clark Farms Boulevard. 2.14. Paragraph 6.2.5 of the Original Agreement is replaced with the following revised paragraph 6.2.5: 6.2.5. Turn lanes. The Developer shall design and construct the following turn lanes concurrently with the initial construction of the applicable roadway: 6.2.5.1. A westbound left-turn lane and an eastbound right-turn lane on Moore Road at its intersection with Mike Etter Boulevard. 6.2.5.2. A northbound left-turn lane on Clark Farms Boulevard at Pacheco Farms Road. 6.2.5.3. A left-turn lane and a right-turn lane on each approach of Clark Farms Boulevard to Mike Etter Boulevard. 2.15. A new Paragraph 6.2.6 is added to read as follows: 6.2.6. Roundabouts. The Developer shall design and construct roundabouts at the following intersections concurrently with the initial construction of the applicable roadways: 6.2.6.1. Mike Etter Boulevard and Southfield Road. 6.2.6.2. Mike Etter Boulevard and Pacheco Farms Road. {00003578.DOC / 3} - 3 - 12/13/20062:24 PM FJC 2.16. A new Paragraph 6.9 is added to read as follows: 6.9. Adiacent Clark Farms Boulevard Right-of-Way. The Town shall request dedication of the remaining right-of-way for Clark Farms Boulevard from the adjacent property owner. 2.17. Paragraph 8.2.1.1 of the Original Agreement is amended to read as follows: 8.2.1.1 Tangerine Farms Road. The Allocated Assessment of the Developer for Tangerine Farms Road (see Paragraph 3 above), including the value of the Tangerine Farms Road right-of-way as determined in the development impact fee study supporting the establishment of the arterial roadway development impact fee. 2.18. Paragraph 8.2.2 of the Original Agreement is amended to reflect the current arterial roadway development impact fee of $6,238 per lot as adopted by Marana Ordinance No. 2006.12. 2.19. Paragraph 8.2.3 of the Original Agreement is amended to reflect the current park development impact fee of $3,028 per lot as adopted by Marana Ordinance No. 2006.12. 2.20. Paragraph 8.5.2.1 of the Original Agreement is amended to read as follows: 8.5.2.1 One potable water well and participation in the cost of one additional "shared" water well; each capable of supplying peak daily demand; and Article 3. General Terms and Conditions 3.1. Term. This Amendment shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the Town Council approving this Amendment (the "Effective Date"). The term of this Amendment shall begin on the Effective Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes upon termination of the Original Agreement pursuant to paragraph 12.1 of the Original Agreement. 3.2. Effect on Original Agreement. Except as expressly modified in this Amendment, the terms, provisions and obligations of the Original Agreement shall remain in full force and effect. 3.3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 3.4. Recordation. The Town shall record this Amendment in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Developer. 3.5. Conflict of Interest. This Amendment is subject to A.R.S. S 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. {00003578.DOC 13} - 4 - ]2/13/20062:24 PM FJC IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date set forth below their respective signatures. Town: THE TOWN OF MARAN A, an Arizona municipal corporation Ed Hot:L~~ Date: \ a-. II <1/ ~CJO(, - By: ATTEST: Owner: FC/M GLADDEN II, L.L.c., an Arizona limited liability company By: FOREST CITY LAND GROUP, INC., an Oh~ corporation, it~ B~~ Dean Wingert, Senior Vice President Date: /2- /4'cJ<:; STAT Co ty of Pima The foregoing instrument was acknowledged before me on this day of D:c.et-1~14, 2006 by Dean Wingert, Senior Vice President of FOREST CITY LAND GROUP, INC., an Ohio corporation, Manager of FC/M GLADDEN II, L.L.C. an Arizona limited liability company, on behalf of the LLC. ss My commission expires: 12. 15, 2 Wq Jc I tL1 ~l, l}DL Notary Public -". ......... ..... ..-. ..... ..... ..... ...... ..... .... ..... ..... ..... ....... ~ "..~ . KaLY PENUELA ~ Ii . Notary Public. Arlzons F. PIMA COUNTY ~ ~ . My Commtufon Expires ~ OECEMBER 15. 2009 {00003578.DOC 13} 12113/20062:24 PM FJC - 5 - j~, -- ","''' '<:'><> 6):;;., "'" .,~~" ">~, "'" :~"" ",-:?r:<-, / " '," , " A!1'~ / ">:>., " .t'. "-', '" 11>.i:: / / ',' ... '.t\ . "':"7.,"-- / / '-<:;-.. ",,'r~~..... "'~<9~ / "-~" ' " --1;'> i ) "f.,,~/ '~" '. t$' ',,- I . V "", "- J'.o ',,- '" -,/^ /. "'''''''' '"'" ", ')t III i // // "-~, """ "<J j -+1 ' ,m .' / " , "-!" ,.---. . '- , ~ ,=.~. . MOOREROm:::::- ,- ~ ~~- '- - '-~.,., '"l~" n, 'j I ..:-:'~"--'....,~~,lIi~_"J-_-'-l:,\, ....~~.-__H__--.-. '" ", i ill( I' I I '\~ ~ ~~ ~ -.~ I i'l \ '\,'-.,,~ I ''''''- '''>-,i L_L"t"r?:i\j" \\ -"" '" . 150' RO.W. ~., '-", R' -', "'~r'< !'''-, " ~d '< / ".d'", I ""-" h,ITTII.nrr T TT', I~J "~~i;. ",~ f \ ~.l-~U.-H+1 ~::t. :,fj, );;, . m\"LJ1'11'.~.,.. / ^"~ I ".rc,'~,\.~>~.X'~',f,r iIT. 't...i ~1, I / I('~'&" ! I~' EB ~~11'JIf~ I; / / /"~Cb"'" ii' ---J f --r--.j ',--_ i. J . I,' / i I f ,I -""<"''', B"~-"i r' ~.r~~. ,.rr ~,:i,--;=;'.:"~., "".. ~.~.' , I \ "i ,f "', " -'{-"f:I~.J'.li!'..t..-... i! , I ' r---r-- -\ ii' h----t+, r'N \"."'\,, /1 ./ '''', \\ ',r 'i. .,,,,L,,' 'J , , '1 ' : i ". . \, '\ , 1"'1 {"'\I "'::;:'~' ..,~, I" '~, , IL_., I I ' , I iT r- I ~ , \. . r' ., \<~::>.,_ . . /~ / ,~:~('" 90' R O. W. \\ \i ,$~MIKl:EITERBI..I,~/ ",' , '... 0 \. r,"i\ . gj'~'.~~ . 5 I 90'R.OW ~ \~ ! r: 'i \. \ '-~~. - ""'I'll ' \ \ \ \ " ",--., EXHIBIT C I r-- '" 250' RO.W. .. --, ---.. 1""-",. I '" r~' --.--..-.; I ! I I , , ~~ ~,Jl ! '. ,. It J' j I r .. ---"~~rm~m~~OAD'. -.. -....,... - n_. ._.~I .+--.-.. - .,. ---...-.------rT.' .. ''''''--. ...-.--.\: . ........_,___.w. ...\ , i 90' RO.W. il. I 250' RO.W. Legend: - · · - Project Boundary Adjacent Parcels C)~THE PLANNING CENTER 11oS:CHURCH AVE: SUITE 6320 TUCSON, AZ 85101 {520) 623--6146 I F. ANN RODRIGUEZ, RECORDER RECORDED BY: DG DEPUTY RECORDER 9999 PEl DOCKET: PAGE: NO. OF PAGES: SEQUENCE: 12956 1630 3 20062450466 12/21/2006 15:44 SMARA TOWN OF MARANA ATTN: TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 RES MAIL AMOUNT PAID $ 8.00 MARANA RESOLUTION NO. 2006-218 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE EXECUTION OF THE FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT WITH FC/M GLADDEN II, L.L.C., REGARDING THE GLADDEN FARMS II DEVELOPMENT PROJECT. WHEREAS FC/M GLADDEN II, L.L.C. has presented the Amended Gladden Farms II Specific Plan to the Town Council for consideration, governing the proposed Gladden Farms II development project; and WHEREAS FC/M GLADDEN II, L.L.C and the Town entered into the Gladden Farms II Development Agreement dated March 8, 2006 and recorded in the Pima County Recorder's office at Docket 12758, Page 2249 (the "Original Agreement"), relating to the Gladden Farms II development project; and WHEREAS revision of the Original Agreement has become necessary and prudent to address changes in circumstances since the execution of the Original Agreement, including revision of the roadway layout for Gladden Farms II, the creation of the Tangerine Farms Road Improvement District, the execution of a contract for construction of Tangerine Farms Road, and the sale of bonds to fund the construction; and WHEREAS the Mayor and Couneil-find that the terms and conditions of the First Amendment to the Gladden Farms II Development Agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the First Amendment to the Gladden Farms II Development Agreement between the Town of Marana and FC/M Gladden II, L.L.C. attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned agreement. 1 :~;2: 4"~ i~~; f,i ~::~ 11 ,,\1. i::) ~:::I: ISli {00003594.DOC I} - 1 - 121141200612:00 PM FJC ~ PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 19th day of December, 2006. tll. ~&--- May.;; E' Honea ATTEST: {00003594.DOC I} APPROVED AS TO FORM: -2- 121141200612:00 PM FJC :t, ~:I!:!: :::1 ~;~ b [~;M 'Iii i~~ :$ 1 Exhibit Prto Marana Resolution No. 2006-218, enHded FIRST AMENDMENT TO THE GLADDEN FARMS DEVELOPMENT AGREEMENT, by and between the Town of Marana and FC/M Gladden II, L.L.C., was recorded separately on December 21, 2006, at Docket /:2'lst , Page //;3:1 in the Office of the Pima County Recorder. 1 "~# FI~" S~ I'" ,~!~ ~;::jl I';:~ i ~~:'''' ~;ji "\>lIlt ,~~ "'~ ~" I DOCKET: PAGE: NO. OF PAGES: SEQUENCE: 12956 1633 6 20062450467 12/21/2006 15:44 F. ANN RODRIGUEZ, RECORDER RECORDED BY: DG DEPUTY RECORDER 9999 PEl MAIL AMOUNT PAID SMARA TOWN OF MARANA ATTN: TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 AAG $ 8.50 FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS FIRST AMENDMENT TO THE GLADDEN FARMS II DEVELOPMENT AGREEMENT (this "Amendment") is made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), and FC/M GLADDEN II, L.L.c., an Arizona limited liability company (the "Developer"). The Town and the Developer are collectively referred to in this Amendment as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. The Developer owns the development project commonly known and referred to in this Amendment as "the Property," which is the land that is the subject of the document entitled "DEVELOPMENT AGREEMENT BETWEEN TOWN OF MARANA, ARIZONA, AND FC/M GLADDEN II, L.L.c." recorded in the Pima County Recorder's office at Docket 12758, Page 2249 (the "Original Agreement"). B. The Parties desire to amend the Original Agreement to address issues and changed circumstances that have come to light since the effective date of the Original Agreement and to resolve additional issues and concerns relating to the development of the Property. C. The Developer and the Town desire that the Property be developed in a manner consistent with the development regulations that now apply to it, as amplified and supplemented by the Original Agreement and this Amendment. D. The Town and the Developer acknowledge that the development of the Property pursuant to this Amendment will result in planning and economic benefits to the Town and its residents. E. The Developer has made and by this Amendment will continue to make a substantial commitment of resources for public and private improvements in the Property. F. The Parties understand and acknowledge that this Amendment is a "Development Agreement" within the meaning of, and entered into pursuant to the terms of, A.R.S. S 9-500.05. G. This Amendment is consistent with the portions of the Town's General Plan applicable to the Property. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Amendment, the Parties hereby agree as follows: Article 1. Revisions to Original Agreement Recitals 1.1. Paragraph G(ii) of the Original Agreement is amended to read as follows: "The future development of the Property shall be subject to the Gladden Farms II Specific Plan as adopted by the Town on March 7, 2006 and the Gladden Farms II Amended Specific Plan as adopted by the Town on December 19,2006." {00003578.DOC / 3} - 1 - ] 2/13/20062:24 PM FJC .t Ir'';ji '9 ~j 1;:1 f:~ ~, ~ji I~f, ,~~ o 1.2. Paragraph L of the Original Agreement is amended to read as follows: "Tangerine Farms Road from Moore Road on the west through Gladden I and Gladden II and extending to its intersection with 1-10 is currently anticipated to be constructed by a municipal improvement district established by the Town for that purpose." Article 2. Substantive Revisions to the Original Agreement 2.1. Paragraph 1.2 of the Original Agreement is amended to reflect that the number of units shall not exceed 2,345. 2.2. Paragraph 2.1 of the Original Agreement is deleted. 2.3. Paragraph 3.1 of the Original Agreement is deleted. 2.4. Paragraph 3.2 through 3.4 of the Original Agreement are amended to read as follows: 3.2 Assessment allocation. The Tangerine Farms Road Improvement District has issued a Demand for Cash Payment of Assessment to the Developer in the amount of $11,535,374.05 (the "Allocated Assessment"). The Developer did not pay the Allocated Assessment attributable to Gladden II during the cash collection period (see A.R.S. S 48-590(B)). Consequently, the Allocated Assessment will be assessed against Gladden II as set forth in paragraph 3.3 below. 3.3 Bonds. The Town shall sell municipal bonds with a term of at least 15 years for purposes of amortizing the project costs over the term of the bond and for funding or reimbursing the project costs. Thereafter, Gladden II shall be assessed the principal and interest on the Allocated Assessment attributable to Gladden II as required for repayment of the bonds. 3.4 Assessment reallocation. Upon division or subdivision of Gladden II, the Town shall reallocate the allocated assessment among the parcels in direct proportion to the acreage of each parcel. 2.5. The Parties agree and acknowledge that the Developer has complied with paragraph 3.5 of the Original Agreement ("Consent to assessment"). 2.6. Article 4 of the Original Agreement, consisting of paragraphs 4.1, 4.2 and 4.3, is deleted in its entirety. 2.7. The Parties agree and acknowledge that the Developer has complied with the first sentence of paragraph 6.1.1 of the Original Agreement by timely dedicating the right-of-way for Tangerine Farms Road. 2.8. Paragraph 6.1.3 of the Original Agreement is amended to read as follows: 6.1.3 With the recording of the final block plat for Gladden II or within 60 days of demand by the Town, the right-of-way for Clark Farms Boulevard within the Property. 2.9. Exhibit C attached to and incorporated by reference in paragraph 6.2 of the Original Agreement is hereby replaced with revised Exhibit C attached to this Amendment and incorporated by this reference. 2.10. Paragraph 6.2.1 of the Original Agreement is amended to provide that Mike Etter Boulevard shall be a two-lane collector cross-section (with a continuous left-turn lane) in a 90- foot right-of-way instead of a four-lane divided cross-section in a 11 O-foot right-of-way. :00003578.DOC / 3} - 2 - 12/13/20062:24 PM FJC ::1 ;"ll .rt", ~~ ~!!l r~i ~~ :1 m .~ ~::r 2.11. The following sentence is added to the end of paragraph 6.2.2 of the Original Agreement: "The Developer shall be responsible for the full cost of Clark Farms Boulevard in any area where it abuts the Property on both sides and shall be responsible for one-half of the cost of Clark Farms Boulevard in any area where it abuts the Property on only one side." 2.12. Paragraph 6.2.3 of the Original Agreement is replaced with the following revised paragraph 6.2.3: 6.2.3. Traffic signals. When deemed warranted by the Town (but in any event not later than final release of assurances for the final subdivision within Gladden II), the Developer shall pay the total estimated cost of the Town's design and construction of traffic signals at the following intersections: 6.2.3.1. Clark Farms Boulevard and Mike Etter Boulevard. 6.2.3.2. Moore Road and Mike Etter Boulevard. 6.2.3.3. Clark Farms Boulevard and Pacheco Farms Road. 2.13. Paragraph 6.2.4 of the Original Agreement is replaced with the following revised paragraph 6.2.4: 6.2.4. Approach lanes. The Developer shall provide two lanes of approach in the following locations concurrently with the initial construction of the applicable roadway: 6.2.4.1. Southbound Southfield Road at Tangerine Farms Road. 6.2.4.2. Eastbound Mike Etter Boulevard at Clark Farms Boulevard. 6.2.4.3. Northbound Mike Etter Boulevard at Moore Road. 6.2.4.4. Northbound Mike Etter Boulevard at Clark Farms Boulevard. 2.14. Paragraph 6.2.5 of the Original Agreement is replaced with the following revised paragraph 6.2.5: 6.2.5. Turn lanes. The Developer shall design and construct the following turn lanes concurrently with the initial construction of the applicable roadway: 6.2.5.1. A westbound left-turn lane and an eastbound right-turn lane on Moore Road at its intersection with Mike Etter Boulevard. 6.2.5.2. A northbound left-turn lane on Clark Farms Boulevard at Pacheco Farms Road. 6.2.5.3. A left-turn lane and a right-turn lane on each approach of Clark Farms Boulevard to Mike Etter Boulevard. 2.15. A new Paragraph 6.2.6 is added to read as follows: 6.2.6. Roundabouts. The Developer shall design and construct roundabouts at the following intersections concurrently with the initial construction of the applicable roadways: 6.2.6.1. Mike Etter Boulevard and Southfield Road. 6.2.6.2. Mike Etter Boulevard and Pacheco Farms Road. {00003578.DOC 13} - 3 - 12/13/20062:24 PM FJC l ~~~I ,:~ 5 t:~il ll~ 1 ~.; ~!l ~i 2.16. A new Paragraph 6.9 is added to read as follows: 6.9. Adiacent Clark Farms Boulevard Right-of-Way. The Town shall request dedication of the remaining right-of-way for Clark Farms Boulevard from the adjacent property owner. 2.17. Paragraph 8.2.1.1 of the Original Agreement is amended to read as follows: 8.2.1.1 Tangerine Farms Road. The Allocated Assessment of the Developer for Tangerine Farms Road (see Paragraph 3 above), including the value of the Tangerine Farms Road right-of-way as determined in the development impact fee study supporting the establishment of the arterial roadway development impact fee. 2.18. Paragraph 8.2.2 of the Original Agreement is amended to reflect the current arterial roadway development impact fee of $6,238 per lot as adopted by Marana Ordinance No. 2006.12. 2.19. Paragraph 8.2.3 of the Original Agreement is amended to reflect the current park development impact fee of$3,028 per lot as adopted by Marana Ordinance No. 2006.12. 2.20. Paragraph 8.5.2.1 of the Original Agreement is amended to read as follows: 8.5.2.1 One potable water well and participation in the cost of one additional "shared" water well; each capable of supplying peak daily demand; and Article 3. General Terms and Conditions 3.1. Term. This Amendment shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the Town Council approving this Amendment (the "Effective Date"). The term of this Amendment shall begin on the Effective Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes upon termination of the Original Agreement pursuant to paragraph 12.1 of the Original Agreement. 3.2. Effect on Original Agreement. Except as expressly modified in this Amendment, the terms, provisions and obligations of the Original Agreement shall remain in full force and effect. 3.3. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 3.4. Recordation. The Town shall record this Amendment in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Developer. 3.5. Conflict ofInterest. This Amendment is subject to A.R.S. S 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. t "j' ~,. ,.::1 ii, ~1; l~ :~~I tl "'::t ~,:~.: !'::lr {00003578.DOC /3} - 4 - 12/13/20062:24 PM FJC 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: EdHot1~~ Date: \ d-.II q I'd-CJot:, ATTEST: Owner: FC/M GLADDEN II, L.L.c., an Arizona limited liability company By: FOREST CITY LAND GROUP, INC., an Ohio corporation, its Mager B Date: /2, /4 -C)t; The foregoing instrument was acknowledged before me on this day of C:tcet--1t7.ttJ4, 2006 by Dean Wingert, Senior Vice President of FOREST CITY LAND GROUP, INC., an Ohio corporation, Manager of FC/M GLADDEN II, L.L.c. an Arizona limited liability company, on behalf of the LLC. My commission expires: 12. \5, Z C[)q ~ILlj 2wl};L Notary Public .'>...JI"- ..... ............-.......-..- .... ..... ... ................ ............ . KELLY PENUELA ~ i Notary Public. Arlzom: t 'l PIMA COUNTY '~ ~ IIr~Expires !.~.'. ~. OECEMBER 15, 2009 ~~ S ~j~ :1 I:iJI ::j: ~"~. ~ ,I {00003578.DOC 13} - 5 - ]2/13/20062:24 PM FJC "- ,,~. ,< -"-"'... .. 1 ~-i ~,,' - I !~---~,.~ j / I I ~ ! ~ Legend: -..- 90' R.O.W. Project Boundary Adjacent Parcels EXHIBIT C -., '.,,, " 1 --.t2 '1~ b ~~, ,::~ ~~ :1 I? ,3 C) In~~~~~~ 110 S. CHURCH AVE.. SUITE 6320 TUCSON. AZ 85701 (520) 623-6145 250' R.O.W.