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HomeMy WebLinkAboutResolution 2016-112 Approving a First Amendment to Sanders Grove Development AgreementMARANA RESOLUTION NO. 2016 -112 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN A FIRST AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT FOR APPROXIMATELY 845 ACRES OF LAND LOCATED NORTH OF MARANA ROAD BETWEEN SANDERS ROAD AND W ENTZ ROAD WHEREAS the Sanders Grove Specific Plan was created on March 1, 2005 by the adoption of Marana Ordinance No. 2005.09; and WHEREAS the Sanders Grove Specific Plan was accompanied by the Sanders Grove Development Agreement, approved by Marana Resolution No. 2005 -59; and WHEREAS the Sanders Grove Specific Plan was amended on May 19, 2015 by the adoption of Marana Ordinance No. 2015.013; and WHEREAS condition 16 of Marana Ordinance No. 2015.013 called for the Sanders Grove Development Agreement to be amended before or concurrently with the approval of any Sanders Grove subdivision plat; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the First Amendment to Sanders Grove Development Agreement attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to sign it for and on behalf of the Town of Marana. IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks rewired or beneficial to carry out the terms, obligations, conditions and objectives of the agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this - 18 "' day of October, 2016. N- AR A7 ATTEST: 4 , plZol ocelyn ronson, Town Clerk I V 14 l� G"O'-�� Mayor Ed I -Ionea 00049143. DOCx /I Marana Resolution No. 2416 -112 10/14/2016 9:26 AM FIRST AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS FIRST AMENDMENT To SANDERS GROVE DEVELOPMENT AGREEMENT (this "Amend- ment") is made by and between the TOWN OF MARANA (the "Town "), an Arizona municipal cor- poration; THE JEITo FOUNDATION ( "Jeito "), a tax - exempt charitable trust within the meaning of Section 501(c)(3) of the United States Internal Revenue Code; SREP TUCSON II ASSOCIATES LLC ( "SREP Tucson "), a Delaware limited liability company; RB LAND LLC ("R13 Land "), an Arizona limited liability company; CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH of JESUS CHRIST OF LATTER DAY SAINTS (the "LDS Church "), a Utah corporation sole; and SREP MARANA RETAIL ASSOCIATES I1 LLC ( "SREP Marana "), a Delaware limited liability company. Jeito, SREP Tucson, RB Land, the LDS Church, and SREP Marana are collectively referred to as the "Developer." The Town and the Developer are collectively referred to in this Agreement as the "Parties," any of which is sometimes individually referred to as a "Party." RECITALS A. On March 1, 2005, the Town's Mayor and Council created the Sanders Grove Specific Plan by its adoption of Marana ordinance No. 2005.09, recorded in the office of the Recorder of Pima County, Arizona, at Docket 12502, Page 1968 (Sequence 20050430598) and re- recorded in the office of the Recorder of Pima County, Arizona, at Docket 1 2571, Page 2703 (Sequence 20051120588). B. The Sanders Grove Specific Plan governed the development of approximately 845 acres of land consisting of a portion of Sections 17 and 20, Township 11 South, Range 11 East, located west of Sanders Road, south of Hardin Road, east of Wentz Road, and north of Marana Road (the "Subject Property "). C. In furtherance of the development of the Subject Property, on May 17, 2005, the Town and DM Marana Land Investors, LLC, an Arizona limited liability company, with the express written consent of the LDS Church (the then -owner of the Subject Property), entered into the Sanders Grove Development Agreement (the "original SG DA "), recorded in the office of the Recorder of Pima County, Arizona, at Docket 12559, Page 2495 (Sequence 20051000649). D. The Subject Property is legally described in Exhibit A attached to the original SG DA and in Exhibit A attached to Marana Ordinance No. 2005.09 as re- recorded in the office of the Re- corder of Pima County, Arizona, at Docket 12571, Page 2703 (Sequence 20051120588). 0004835 LDOC:X /6 V AMENDMENT" O SANDERS GROVE DEVELOPMEN`r AGrREEMENT 9/21/2016 9:04 AM -I - E. On May 19, 2015, the Town's Mayor and Council approved amendments to the Sanders Grove Specific Plan by the adoption of Marana ordinance No. 20 15.013, recorded in the office of the Recorder of Pima County, Arizona, on May 22, 2015, at Sequence 20 151420168. F. Together, all of the entities who constitute the Developer own all of the Subject Property. G. Rezoning condition 4 of Marana ordinance No. 2005.09 and rezoning condition 13 of Marana ordinance No. 20 15.013 require Town approval of lot splits. H. The Subject Property now consists of six individual parcels of land, three of which do not have direct access to existing public roadways. I. The legal descriptions in the deeds for the division of the Subject Property did not express- ly reserve preexisting road rights-of-way of Kirby Hughes Road and Hardin Road, and the Pima County Assessor and Pima County G IS Department currently erroneously show no existing Kir- by Hughes Road and Hardin Road through the Subject Property. J. Non - potable water service to the area that includes the Subject Property is now provided by the Cortaro- Marana Irrigation District (CMID), and not by the Town. K. The Parties desire to amend the Original SG DA to conform to Marana Ordinance No. 20 15.013, to tale into account current population and transportation forecasts affecting the Sub- ject Property and the infrastructure currently anticipated to serve the Subject Property, to facili- tate the development of the Subject Property consistent with the current mutual preferences of the Parties, to address the existing lot splits, and to clarify certain rights and obligations under the Original SG DA. L. The original SG DA as amended by this Amendment is consistent with the Town's gen- eral plan and with the amended Sanders Grove Specific Plan, applicable to the Subject Property on the date this Amendment is executed. 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: 1. Development Review Paragraph 1.1 ( "Development Review ") of the Original SG DA is hereby deleted in its entirety. As provided in conditions I and 16 of Marana ordinance No. 2015.013, development of the Subject Property shall comply with all applicable provisions of the Town's codes and ordinances current at the time of any subsequent development. 2. Roadwa y Improvements. Paragraph 2.3 ( "Roadway Improvements ") of the original SG DA is hereby deleted in its entirety and replaced with this paragraph 2 ("Roadway Im rove - ments 2.1. Definitions The following definitions apply to this paragraph 2 ("Roadwpy Im rove - ments "): 0004835 LDOCX 16 1 y` AMENDMENT TO SANDS Rs GROVE DEVELOPME r AGREEMENT 9/21/2016 9:04 AM -2- 2.1.1. "Internal subdivision roadway improvements" means onsite and local roadway im- provements internal to and serving the Subject Property. 2.1.2. "Regional roadway improvements" means named roadways and roadway im- provements identified in this paragraph; specifically, the Marana Road /I -10 Traffic Inter- change and the improvements required under paragraphs 2.5, 2.6, 2.7, 2.8, and 2.9 to Marana Road, Sanders Road /shoofly, Kirby Hughes Road, and Hardin Road. 2.2. Internal Subdivision Roadway Improvements The Developer shall provide and con- struct all internal subdivision roadway improvements consistent with the requirements and tim- ing for subdivision and development plan improvements as set forth in the then - existing Town ordinances, regulations, and standards. 2.3. Traffic Imp act Analysis and Street Phasing Plan. Unless otherwise specified in this Amendment, the timing and scope of construction of regional roadway improvements will be determined by the Town based on the findings of the Town - approved traffic impact analysis (the "TIA "). The TIA will be submitted to the Town for review with the initial subdivision plat for the entire Subject Property as required by paragraph 6 below ( and shall be updated with each new subdivision plat or development plan submittal. The TIA will be based a roadway level of service of no less than "C ". While the timing of construction of re- gional roadway improvements may be modified by the findings of a TIA, the Developer shall only be required to construct regional roadway improvements specified in this Amendment. In no event shall the Developer have any obligation to construct or pay for any transportation or roadway improvements of any nature other than the internal subdivision roadway improvements and the regional roadway improvements and no Town approvals or permits requested by the Developer shall be conditioned on such improvements being constructed. 2.4. Marana Road /I -10 Traffic Interchan e. on or before issuance of the first building permit for the first habitable structure on the Subject Property, the Developer shall contribute to the Town $400,000, which the Town shall apply to paying the cost to design, construct or oth- erwise improve the circulation to the Marana Road /I -10 traffic interchange consistent with ap- proved Arizona Department of Transportation (ADOT) plans and specifications. At the Town's discretion, the Developer's contribution may also be used to improve pedestrian safety, land- scape and/or beautify the Marana downtown area. The Developer shall have no obligation to construct or to further contribute to the costs of the Marana Road /I -10 traffic interchange im- provements. 2.5. Shoofly. on or before issuance of the first building permit for the first habitable struc- ture on the Subject Property, the Developer shall dedicate the necessary right -of -way for and shall construct the first phase of a shoofly connection roadway from Marana Road to the Inter- state 10 Frontage Road along the Sanders Road alignment. This first phase shoofly connection roadway will be to rural roadway standards (e.g., no sidewalks, no curbing, no median, with minimum asphalt thickness). on or before issuance of a building permit for the 500 residence on the Subject Property, the Developer shall upgrade the shoofly roadway to a two -lane urban cross- section pursuant to Town standards. At the Developer's option, all or any portion of the first phase shoofly connection roadway may be designed and built to meet the Town's require- ments for a two -lane urban cross - section. The design of the roadway may be amended by ....................................................................................................................................................... ............................... 0004835 LD0CX /f 1" AMENDMENT To SANDERS GROVE DEVELOPMENT AGREEMENT 9/21/2016 9:04 AM -3- agreement between the Parties to be consistent with the then- current Road Network /Proposed Major Routes map, the current version of which can be found at map 6. LA of the 2010 General Plan as revised by Marana Resolution No. 2015 -037. 2.6. Marana Road The Developer shall comply with the following obligations regarding Marana Road: 2.6. 1. On or before the Town's issuance of a final inspection or certificate allowing occu- pancy of the first habitable structure on the Subject Property, the Developer shall have con- structed all transportation improvements necessary for safe access at the main entrance to the Subject Property along Marana Road. This may include, if warranted based upon the TIA, deceleration lanes and/or creation of a signalized intersection at the main entrance. 2.6.2. Unless required earlier by the TIA, on or before the Town's issuance of a final in- spection or certificate allowing occupancy of the 500 residence on the Subject Property, the Developer shall complete construction of improvements to Marana Road from Wentz Road to Sanders Road (along the Subject Property frontage). The Improvements shall consist of adding two additional lanes with a median to the existing two lanes on Marana Road. 2.6.3. If supported by the TIA, the Developer may delay the improvements to Marana Road between the Sanders Grove entrance and Wentz Road until no later than the Town's is- suance of a final inspection or certificate allowing occupancy of the I000 residence on the Subject Property. 2.7. Kirby. Hughes Road when required by the TIA, the Developer shall construct im- provements to Kirby Hughes Road from Sanders Road to Wentz Road to a two -lane urban cross - section pursuant to Town standards with a maximum 90 -foot right-of-way along its cur- rent alignment. Twenty - foot -wide linear landscape buffers will be placed on both sides of Kirby Hughes Road. The design of the roadway and right-of-way may be amended by agreement among the Parties to be consistent with the TIA and the then - current Road Network/Proposed Maj or Routes map, the current version of which can be found at map 6. LA of the 2010 General Plan as revised by Marana Resolution No. 2015 -037. 2.8. Marana Road at Sanders Road Intersection The Developer shall signalize the intersec- tion of Marana Road and Sanders Road in accordance with Town standards pursuant to the TIA. 2.9. Hardin Road when required by the TIA, Developer shall construct improvements to Hardin Road along the northern boundary of the Property within the existing 60 -foot right-of- way. The roadway shall be improved to a two -lane rural cross - section pursuant to then- current Town standards. 3. Development Impact Fees As provided by Arizona Revised Statutes section (A.R.S. §) 9- 463.05, the cost of any improvements constructed by the Developer or for which the Developer pays the cost thereof and for which the Town then has or hereafter adopts a development impact fee shall be credited against the applicable impact fees payable for development within the Sub- ject Property. The credit shall be given to the party constructing the improvements or paying the cost of the improvements and may be assigned by such party to any party paying the impact fees within the Subject Property. Unless the Developer notifies the Town otherwise, the Town shall 0004835 LDOC:X /6 P AMENDMENT TO SANDERS GROVE DEVELOPMEN'r AGREEMEN'r 9/21/2016 9:04 AM -4- be entitled to assume that any party paying the impact fees within the Subject Property is entitled to the credit. 4. Recreation, Parks, and Trails Paragraphs 2.6 ( "Onsite Private Recreational Facilities ") and 2.7 ( "Public Park/Trail System. ") of the original SG DA are hereby deleted in their entirety. The Developer shall comply with the Sanders Grove Specific Plan as amended by Marana ordi- nance No. 2015.013 (see, particularly, section M "open Space, Recreation, Parks and Trails Concept" beginning at page III -20), and with condition 14 of Marana ordinance No. 20 15.013. 5. Non - Potable water The portions of paragraph 2.1 ( "Water Utilities ") of the original SG DA relating to non - potable water service are hereby deleted. Any rights or obligations of the De- veloper regarding the provision of non - potable water service at the Subject Property shall con- form to the requirements, if any, of CMID. 6. Lot Split Approval No further lot splits of the Subject Property shall occur, and no per- mits or approvals of any kind for any development anywhere on the Subject Property shall be given, unless and until a subdivision plat for the entire Subject Property is first submitted to and approved by the Town and recorded, providing internal roads and other subdivision infrastruc- ture to all individual lots or blocks of the subdivision in accordance with then - current Town sub- division requirements. 7. Existing - Lot Splits Nothing in this Amendment shall be interpreted as Town approval of the existing lot splits of the Subject Property or Town waiver of State of Arizona subdivision re- quirements. 8. Correction of Pima County Mapping The Parties shall work together in good faith to cor- rect Pima County Assessor and Pima County GIS Department records to shove the preexisting 90 -foot Kirby Hughes Road public right -of -way and the preexisting 60 -foot Hardin Road right- of-way through the Subject Property, including, if necessary, the Developer's immediate dedica- tion of such rights-of-way to the public. 9. Binding Effect All of the entities who constitute the Developer are jointly and severally obligated by the terms of the original SG DA as amended by this Amendment. A Party is not relieved of any j pint and several obligation by its inability to perform an obligation of the origi- nal SG DA as amended by this Amendment resulting from that Party's lack of property rights in the particular part of the Subject Property where the obligation must be carried out. 10. Developer's Representative. The Developer's representative for purposes of Article 4 ( "Cooperation and Alternative Dispute Resolution ") of the original SG DA shall be Randall M. Bury. 11. Term This Amendment shall become effective (the "I st Amendment Effective Date ") on the effective date of the Town resolution approving its execution on behalf of the Town. Not- withstanding the termination date set forth in paragraph 8.1 of the original SG DA, the original SG DA as amended by this Amendment shall automatically terminate and shall thereafter be void for all purposes on the twentieth anniversary of the 1 Amendment Effective Date, unless sooner terminated by the mutual consent of the Parties. 0004835 1. DOCX 16 F' AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT 9/21/2016 9:04 AM -5- 12. Counte rparts. This Amendment ma be executed in two or more counterparts, each of which shall be deemed an ori but all of which to shall constitute one and the same instrument. The si pa from one or more counterparts ma be removed from the coun- terparts and attached to a sin instrument so that the si of all Parties ma be ph attached to a sin document. 13. Inter This Amendment has been ne b the Town and the Developer, and no Part shall be deemed to have drafted this A for purposes of construin an portion of this Amendment for or a an Part 14. Recordation. The Town shall record this A in the office of the Pima Count Re- corder after it has been executed b the Parties. 15. Conflict of Interest. This A g reement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involvin conflicts of interest. 16. Effect on the Original SG DA. Except to the extent modified, clarified, and reconciled b this Amendment, the Ori SG DA remains in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the last date set forth below their respective si "TOWN' THE TOWN' . THE TOWN OF MARANA, an Arizona municipal corporation B Ed Honea, a Date: /", rl,/ , THE "DEVELOPER"'. THE JEITo FOUNDATION, a tax-exempt charitable trust John M. Bar Trustee SREP TUCSON 11 ASSOCIATES LLC, a Delaware limited liabilit compan ATTEST', (ocel ronson, Clerk Randall M. Bur Mana B SOUNDVIEw REAL ESTATE PARTNERS IV LLC, a Delaware limited liabilit compan its sole member 90 Nicholas D. Newman, Mana Member RB LAND LLC, an Arizona limited liabilit compan is 0004 83 5 1. DOCX /6 1`''' AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT 9/21/2016 9:04 AM - 6 - APPROVED AS To FORM: CORPORATION of THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER DAY SAINTS, a Utah corporation sole e STATE OF ARIZONA County of W Dale Jones, Authorized Signor SREP MARANA RETAIL AssocIATES II LLC, a Delaware limited liability company By: RB LAS VEGAS LAND VENTURES 3, LLC, a Nevada limited liability company, its sole member By: RB LAND LLC, an Arizona limited liability company, its Manager L Randall M. Bury, Manager The foregoing instrument was acknowledged before me on , 2016, by John M. Barger, Trustee of THE JEITO FOUNDATION, a tax - exempt charitable trust, on its behalf. (Seal) Notary Public STATE OF ss County of The foregoing instrument was acknowledged before me on , 2016, by Nicholas D. Newman, Managing Member of SOUNDVIEw REAL ESTATE PARTNERS IV LLC, a Delaware limited liability company, the sole member of SREP TUCSON II AssocIATEs LLC, a Delaware limited liability company, on its behalf. (Seal) Notary Public 00048351.DOCX /6 F"' AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT 9/21/2016 9 :04 AM -7- STATE OF SS County of ) The foregoing instrument was acknowledged before me on , 2016 by Ran- dall M. Bury, Manager of RB LAND LLC, an Arizona limited liability company, on behalf of the LLC. (Seal) Notary Public STATE OF County of ss The foregoing instrument was acknowledged before me on , 2016, by Dale Jones, the authorized signor on behalf of CORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF LATTER DAY SAINTS, a Utah corporation sole, on its behalf. (Seal) Notary Public STATE OF SS County of ) The foregoing instrument was acknowledged before me on , 2015, by Ran- dall M. Bury, Manager of RB LAND LLC, an Arizona limited liability company, Manager of RB LAS VEGAS LAND VENTURES 3, LLC, a Nevada limited liability company, sole member of SREP MARANA RETAIL ASSOCIATES II LLC, a Delaware limited liability company, on its behalf. (Seal) Notary Public 00048351.DOCX 16 1 AMENDMENT TO SANDERS GROVE DEVELOPMENT AGREEMENT 9/21/2016 9 :04 AM -8-