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Home My WebLink AboutResolution 2015-029 Agreement for construction of water facilities for Saguaro Bloom Development ProjectMARANA RESOLUTION NO. 201.5 -029 RELATING TO UTILITIES; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT WHEREAS the Town of Marana entered into an Amended and Restated Agreement for Construction of Water Facilities and Provision of 'Water Utility Service for the Saguaro Bloom Development Project with Marana 670 Holdings, LLC, and Twin Peaks Development, Inc., recorded June 29, 2012, at Sequence 20121 S 10303, Pima County Recorder's office (the "Restated WSA "); and WHEREAS Marana Land Holdings, LLC, an Arizona limited liability company, is now the owner and developer of the Saguaro Bloom Development Project; and WHEREAS the Town of Marana and Marana Land Holdings, LLC, desire to amend the Restated WSA to address additional work needed to activate and make operational certain previously installed and long - dormant , water infrastructure; and WHEREAS the Mayor and Council find that the terms and conditions of the amendment are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED I3Y rlTIE MAYOR AND COt]NCIL OF THE TOWN OF MARANA, ARIZONA, that the "First Amendment to Amended and Restated Agreement for Construction of Water Facilities and Provision of Water Utility Service for the Saguaro Bloom Development Project" attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved and the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana, and 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. PASSED AND ADOPTED BY THE MAYOR. AND COUNCIL OF THE TOWN OF MARANA., ARIZONA, this 7th day of April, 2015. N r� 7 ` R ATTEST:r Jocelyn C/l/ronson, Town Clerk Marana Resolution No. 2015 -029 Z_: Mayon Ed honea A PPR C)VFT) A Qs TO FOR M- FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT TOWN OF M ARIZONA This FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR CON S TRUCTION OF WATER FACILITIES AND PROVISION OF WATER UTILITY SERVICE (this ""Amendment"") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the / / T own "), and MARANA LAND HOLDINGS, LLC, an Arizona l imited liability company (the "Owner "). The Town and the Owner are sometimes collectively referred to as the "Parties," either of which is sometimes individually referred to as a "Party." RE CITALS A. The Owner is the master developer of the development project now k nown as Saguaro Bloom., which is the subject of this Amendment. B. The Owner is the successor in interest to MARANA 670 MOLDINGS, LLC, an Arizona limited liability company (""MARANA 670 "). C. MARANA 670 and the Town entered into an AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION OF WATER FACILITIES AND PROVISION OF WAIVER UTILITY SE RVICE FOR THE SAGUARO BLOOM DEVELOPMENT PROJECT recorded in the office of th e Recorder of Pima County, Arizona, on June 29, 2012, at Sequence Number 20121810303 (the "Restat- ed WSA "). D. This Amendment amends the Restated AATSA. E. Since the effective date of the Restated WSA., certain subdivided lots in the Sagua- ro Bloom development project have been sold for the purpose of home construction to D.R. HORTON, INC., a Delaware corporation, the t rust beneficiary of FIRST AMERICAN TI- TLE INSURANCE COMPANY, a Calif ornia corporation, as Trustee under Tryst No. 9140. F. Since the effective date of the Restated WSA, certain subdivided lots in the Sagua- ro Bloom development project have been transferred to FIRS AMERICAN TITLE INSUR- ANCE COMPANY, a California corporation, as T under Trust No. 8692, and not p er - sonally. The Owner or its affiliate is the trust beneficiary of First American Trust 8692. G. Notwithstanding the property transfers described in the preceding recitals, the Owner retains the rights of the master developer of the Saguaro Bloom development project. 100038745. DOCX / 3) 3 / G/ 2015 5:05 PM FJC Fzi,�s`i° AMENDMENT 7'O RESTATED SAG UARO BL OOM WATER SERVICE AGRE EMENT -1 H. Paragraph 3.5 of the Restated WSA required the Developer (among other things) to confirm to the Town's reasonable satisfaction that all previously -- installed and then- dormant Developer -- Installed Water Facilities were activated and operational and meet all applicable American Water Works Association, federal, state, and local regulations. I. The Parties desire to amend the terms of the Restated. WSA to the extent necessary to address certain items that have come up since the effective date of the Restated WSA, including without limitation additional work needed to activate and make operational the previously- installed and then - dormant Developer -- Installed Water Facilities identi- fied as the Storage Tank and Well #1. AGREEMENT NOW, THEREFORE in consideration of the recitals set forth above and the mutual cov- enants, conditions and agreements set forth in this Amendment, the Parties agree as fol- lows: Article 1. Effect The Restated WSA shall remain in full force and effect except to the extent specifical- ly amended by this Amendment. Article 2. Definitions Terms used in this Amendment shall have the meanings set forth in the Restated WSA except to the extent they are specifically amended by this Amendment. Article 3. Additional or Amended Water Infrastructure obligations 3.1. Well #1 rehabilitation and reconstruction. The Town has now replaced, rehabilitat- ed, and equipped Well #1 at a cost of $131,514.21, incurred by the Town as of June 1., 2014. 3.2. Storage Tanis exterior coating. The Town will pay the cost to re- -paint and coat the exterior of the Storage Tank, at an. anticipated cost of $95,750. 3.3. Miscellaneous checklist items. The Town will repair the following checklist items located on the water campus located. on Lot A of Saguaro Springs Block Plat: 3.3.1. The subgrade electrical box and resistant couplings, at an anticipated cost of $2,959. 3.3.2. The flex coupling on the reservoir line, at an anticipated cost of $3,715. 3.4. Sampling stations. The Owner shall purchase and deliver to the Town's Utilities Department five sampling station to be placed on dead end lines located within the Sa- guaro o Bloom development project. The Town shall pay all costs associated with the in- stallation of the sampling stations. The anticipated cost of the five sampling stations is $1,890. 3.5. Reinibursenient of T'ouin costs out of CFD future bona sere. The Owner hereby au- thorizes the Town s costs incurred in connection with paragraphs 3.1 through 3.4 above, J00038745J_)0CX / 3) 3/6/2015 5:05 PM FJCy FIRS'X' AMENDMENT To RESTA.T11 SAGUARO Bt,OOM WATER SERVICE AGREEMENT -2- plus simple interest at the rate of 5% per year from the date incurred, to be reimbursed to the Town out of the first bond proceeds from the sale of bonds or other obligations issued by the Saguaro Springs Community Facilities District, subject to the following limitations: 3.5.1. The principal amount of the Town s reimbursement for the Storage Tank exterior coating (paragraph 3.2 above) shall not exceed $1 00,000. 3.5.2. The combined principal amount of the Town's reimbursement for the checklist items and sampling stations (paragraphs 3.3 and 3.4 above) shall not ex- ceed $15,000. Article 4. Miscellaneous 4.1. Binding Effect. This Amendment shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. 4.2. Assignment. The owner may not assign. this Amendment without the prior writ- ten consent of the Town. 4.3. Conflict of .Interest. This Amendment is subject to A.R.S. § 38- 51.1, which provides for cancellation of contracts in certain instances involving conflict of interest. 4.4. Scrutinized business operations provision deleted. Paragraph 6.7 of the Restated wSA is hereby deleted. 4.5. Recording. This Amendment shall be recorded in the office of the Recorder of Pima County, Arizona, within ten days after the date of the last Party's signature on this Amendment. 4.6..E Effective Date. This Amendment shall be effective on the date it is recorded in the office of the Recorder of Pima County, Arizona. 4.7. Terre. This Amendment shall terminate on the termination date of the Restated WSA.. [Remainder of page intentionally left blank; signature page follows.] {00035745.1)OCX / 31 3/6/2015 5:05 PM FJC✓ FiRsT A.MENDMEN'Fro RESTATED SA.GUARo BLOOM WATER SERVICE AGREEMENT -3- IN WITNESS WHEREOF, the Parties have executed this Amendment with their represent- atives" respective si THE TOWN: TOWN OF MARANA, an Arizona municipal corporato n B E Ho ea, Ma ATTEST'. 1 111P �aor cel Bronson, Town Clerk I APPROVED AS TO FORM: Fr nk Ca id Town A rne STATE OF ARIZONA Count of Maricopa THE OWNER: MARANA LAND Hor,DfNGS, -L'I--,C, an Arizona limited liabilit compan B GRAYHAWK HOLDINGS INC., an Arizona corporation, Mana Name: � � T � � 1'" "` � Title - \[P rT-1-9 e fore - ' ' da o -, w g oin g instrument was acknowled before me this 1( 1. lip 4012-IJA. / 2015 b Y"- t he � -Vi`--e 5 i%n-1 e-ri of GRAYHAWK HOLDINGS INC., an Arizona corporation, the Mana of MARANA LAND HOLDINGS,, LLC,, an Arizona limited liabilit compan on behalf of the LLC. (Seal) MEtJN1D'k,G'-'.WEST Notar Public • Arizona Maricopa Count My Comm. Expires mar 21, 2018 Notar Public 100038745.DOCX / 31 3/6/2015 5:05 PM FJC. FIRST AMENDMENT To RESTATED SAGUARO BLOOM WATER SERVICE AGREEMENT -4-