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Regular Council Agenda Packet 02-21-2017
Z < mom =7 M-7=7 M-7� MARANA AZ ESTABLISHED 1977 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, February 21, 2017, at or after 7:00 PM Ed Honea, Mayor Jon Post, Vice Mayor David Bowen, Council Member Patti Comerford, Council Member Herb Kai, Council Member Carol McGorray, Council Member Roxanne Ziegler, Council Member Pursuant to A.R.S. § 3 8-431.02, notice is hereby given to the members of the Marana Town Council and to the general public that the Town Council will hold a meeting open to the public on February 21, 2017, at or after 7:00 PM located in the Council Chambers of the Marana Municipal Complex, 11555 W. Civic Center Drive, Marana, Arizona. ACTION MAY BE TAKEN BY THE COUNCIL ON ANY ITEM LISTED ON THIS AGENDA. Revisions to the agenda can occur up to 24 hours prior to the meeting. Revised agenda items appear in italics. As a courtesy to others, please turn off or put in silent mode all electronic devices., Meetins! Times Welcome to this Marana Town Council meeting. Regular Council meetings are usually held the first and third Tuesday of each month at 7:00 PM at the Marana Municipal Complex, although the date or time may change and additional meetings may be called at other times and/or places. Contact the Town Clerk or watch for posted agendas for other meetings. This agenda may be revised up to 24 hours prior to the meeting. In such a case a new agenda will be posted in place of this agenda. Speakins! at Meetings If you are interested in speaking to the Council during the Call to the Public or Public Hearings, you must fill out a speaker card (located in the lobby outside the Council Chambers) and deliver it to the Town Clerk prior to the convening of the meeting. Marana Regular Council Meeting 02/21/2017 Page 1 of 158 All persons attending the Council meeting, whether speaking to the Council or not, are expected to observe the Council rules, as well as the rules of politeness, propriety, decorum and good conduct. Any person interfering with the meeting in any way, or acting rudely or loudly will be removed from the meeting and will not be allowed to return. Accessibility To better serve the citizens of Marana and others attending our meetings, the Council Chambers are wheelchair and handicapped accessible. Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Town Clerk at (520) 3 82-1999. Requests should be made as early as possible to arrange the accommodation. Agendas Copies of the agenda are available the day of the meeting in the lobby outside the Council Chambers or online at www.marana.com, by linking to the Town Clerk page under Agendas, Minutes and Recent Actions. For questions about the Council meetings, special services or procedures, please contact the Town Clerk, at 382-1999, Monday through Friday from 8:00 AM to 5:00 PM. This Notice and Agenda Posted no later than 24 hours prior to the meeting, at the Marana Municipal Complex, 115 5 5 W. Civic Center Drive, the Marana Operations Center, 5100 W. Ina Road, and at www.maranaaz.gov under Agendas and Minutes. REGULAR COUNCIL MEETING CALL TO ORDER AND ROLL CALL PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE APPROVAL OF AGENDA CALL TO THE PUBLIC At this time any member of the public is allowed to address the Town Council on any issue within the jurisdiction of the Town Council, except for items scheduled for a Public Hearing at this meeting. The speaker may have up to three minutes to speak. Any persons wishing to address the Council must complete a speaker card located outside the Council Chambers and deliver it to the Town Clerk prior to the commencement of the meeting. Individuals addressing a meeting at the Call to the Public will not be provided with electronic technology capabilities beyond the existing voice amplification and recording capabilities in the facilities. Pursuant to the Arizona Open Meeting Law, at the conclusion of Call to the Public, individual members of the Council may respond to criticism made by those who have addressed the Council, and may ask staff to review the matter, or may ask that the matter be placed on a future agenda. PROCLAMATIONS MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Marana Regular Council Meeting 02/21/2017 Page 2 of 158 MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS PRESENTATIONS PI Relating to Budget; presentation of second quarter results for the Town's General Fund and other selected major funds for the 2016-17 fiscal year (Erik Montague) CONSENT AGENDA The Consent Agenda contains items requiring action by the Council which are generally routine items not requiring Council discussion. A single motion and affirmative vote will approve all items on the Consent Agenda, including any resolutions or ordinances. Prior to a motion to approve the Consent Agenda, any Council member may remove any item from the Consent Agenda and that item will be discussed and voted upon separately. Cl Resolution No. 2017-012: Relating to Community Development; authorizing the Chief of Police to apply for grant funding from the Governor's Office of Highway Safety for the purchase of equipment and the funding of overtime for the Marana Police Department for fiscal year 2017-2018 (Lisa Shafer) C2 Resolution No. 2017-013: Relating to Parks and Recreation; approving and authorizing the Mayor to execute an intergovernmental agreement between the Town of Marana and the Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event (Cynthia Nemeth-Briehn) C3 Resolution No. 2017-014: Relating to Real Property; approving and authorizing the Mayor to execute the Lease Assignment with Lessor Consent, consenting to the assignment by T-Mobile West LLC to Mobilitie Investments III, LLC, of the lease of approximately 256 square feet of Town-owned property located at Continental Reserve Park, 8568 N. Continental Reserve Loop (Jane Fairall) C4 Approval of January 26, 2017 Strategic Plan Working Group Meeting Minutes -- Innovation, February 7, 2017 Study Session Meeting Minutes and Regular Council Meeting Minutes (Jocelyn C. Bronson) LIQUOR LICENSES Ll Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Tony Hunter on behalf of Rotary Club of Marana for Marana Game Day to be held on March 18, 2017 (Jocelyn C. Bronson) BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION Marana Regular Council Meeting 02/21/2017 Page 3 of 158 Al PUBLIC HEARING: Ordinance No. 2017.005: Relating to Development; amending Marana Land Development Code Title 5 (Zoning) to reduce the minimum lot width for the R-16, R-12, R-10, R-8 and R-7 zones by five feet; and designating an effective date (Steven Vasquez) A2 Resolution No. 2017-015: Relating to Real Property; approving and authorizing the Mayor to execute an Option and Wireless Communications Facility Lease Agreement between the Town of Marana and Verizon Wireless (VAW) LLC for the lease of approximately 704 square feet of Town-owned property at the Marana Heritage River Park located at 12375 N. Heritage Park Drive (Jane Fairall) ITEMS FOR DISCUSSION/POSSIBLE ACTION DI Relating to Utilities; discussion and possible action regarding financing plan options and overall budgetary impact related to Marana's water reclamation plant and recharge facility (Erik Montague) D2 Relating to Legislation and Government Actions; discussion and possible action regarding all pending state, federal, and local legislation/government actions and on recent and upcoming meetings of the other governmental bodies (Gilbert Davidson). EXECUTIVE SESSIONS Pursuant to A.R.S. § 38-431.03, the Town Council may vote to go into executive session, which will not be open to the public, to discuss certain matters. El Executive Session pursuant to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal advice with the Town Attorney concerning any matter listed on this agenda. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion regarding the items to be placed on the agenda, if three or more Council members request that an item be placed on the agenda, it must be placed on the agenda for the second regular Town Council meeting after the date of the request, pursuant to Marana Town Code Section 2-4-2(B). ADJOURNMENT Marana Regular Council Meeting 02/21/2017 Page 4 of 158 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting P1 Meeting Date: 02/21/2017 To: Mayor and Council From: Erik Montague, Finance Director Date: February 21, 2017 Strategic Plan Focus Area: Commerce Strategic Plan Focus Area Additional Info: Strategic Plan III, Principle Statement 3 - We will invest in a well-managed government that provides reliable services and quality amenities for citizens and businesses. Initiative 15 - Maintain a structurally balanced budget using appropriate resources with associated expenses. Subject: Relating to Budget; presentation of second quarter results for the Town's General Fund and other selected major funds for the 2016-17 fiscal year (Erik Montague) Discussion: Staff will present a summary of the Town's second quarter financial results (July - December) for the Town's General Fund and other selected major funds for fiscal year 2016-17. Please find the Financial Brief for the second quarter following this communication which provides a broad, preliminary overview of the first quarter results for the General Fund and other selected major funds. Staff Recommendation: Presentation of second quarter results only. Suggested Motion: Presentation of second quarter results only. Marana Regular Council Meeting 02/21/2017 Page 5 of 158 Attachments Budget Brief 2nd Quarter 2017 Marana Regular Council Meeting 02/21/2017 Page 6 of 158 I, } �4 �} u v» t 1 r, rt t. Y v y r r, r i' i f Y yti t.n rL i + rr +y { M. ! ;r t g � r r n i 0 1 t iV t: 01 i i F m t.. j 3r G 1S' x M Marana Regular Council Meeting 02/21/2017 *INS= i II a II iii II iii II ii Ilmii Ilmii Financial Brief—2nd Quarter 2017 Contents Summary.......................................................................... 3 GeneralFund.................................................................... 4 Transaction Privilege Taxes....................................... 4 Intergovernmental .................................................... 6 Licenses, Fees and Permits........................................ 6 Expenditures.............................................................. 8 BedTax Fund.................................................................... 9 Highway User Revenue Fund (HURF)............................. 10 WaterFund .................................................................... 12 Waste Water Fund......................................................... 12 Cent Sales Tax Fund.................................................... 14 Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 8 of 158 Financial Brief—2nd Quarter 2017 Summary Y e This financial brief is intended to provide a broad overview and status of revenues and expenditures ' 4 z for the Town's General Fund, as well as other 4 `. selected major funds. Major funds General Fund, y Water, and Bed Tax Fund revenues are in line with their expectations through the second quarter (July — December). Revenues for the Highway User : Revenue Fund (HURF) and Waste Water are lagging lightly, but are expected to normalize. Overall revenues for the quarter are trending as expected, apart from the Bed Tax Fund. Additionally, expenditures for most Major Funds are below expectations for the period. However, they are expected to return closer to normal as purchases continue. The variance in Bed Tax Fund expenditures is attributable to the timing of an annual lease payment and expenditures are expected to approximate budget by the end of the fiscal year. L GENERAL FUND 41,2181185 20,294,193 49% 48,685,836 17,6011812 36% 21692,382 . TAX 84 44 ,W 48449 64, 2 7 : ���2 HURF 311001763 13991325 45% 318671177 1,0211859 26% 3771466 wATR ��3334, 43234 46� WASTE WATER 1,1591696 524,334 45% 1,1691736 470,947 40% 53,387 Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 9 of 158 Financial Brief—2nd Quarter 2017 113MEM General Fund % Share of General Fund Revenues General Fund is the Town's primary operating fund. Sales taxes Its revenues are extremely sensitive to fluctuations in the regional and national economies. You will notice M1 Intergovern in the chart to the right that the three major mental categories presented make up 95 percent of the Licenses fees overall revenues for the General fund. As illustrated and permits for the second quarter we are largely collecting as expected. Licenses, fees and permits are expected to continue improving in future quarters. Now let's take a closer look at the revenues and their framework. General Fund Revenues Fiscal Year 2017 Budget Sum of FY2017 2nd Qtr. Percentage of Budget Sales taxes $ 241156,385 $ 121163,718 50% Intergovernmental $ 10,805,072 $ 51246,684 49% Licenses,fees and permits $ 41040,385 $ 11844,657 46% General Fund - Major Revenues N $15.0 , FY2014 2nd Qtr. o 10.0 '— M,FY2015 2nd Qtr. 5.0 % an FY2016 2nd Qtr. � Sales taxes Intergovernmental Licenses,fees and FY2017 2nd Qtr. permits Transaction Piit Overall tax collections (excluding the restricted portions o Share of Sales Tax allocated to other funds) are within expectations. Retail tax represents the largest tax category which at 26% of M RETAIL budgeted revenues. Additionally, other categories like M UTILITIES utilities restaurants and construction are also trending RESTAURANT IM within expectations for this quarter. It is significant to CONTR 111 REAL EST note, that there Is some seasonality In certain HOTELS Is o s Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 10 of 158 II IIII IIII IIII;IIII I IIII I VIII I VIII P VIII P VIII Pilllll�iilllll'�iiilllll�iiilllll�iiilllll�iilllll�iilllll�iilllll tiu Financial Brief—2nd Quarter 2017 transaction privilege taxes and we anticipate that these category largely approach expectations this fiscal year. E A� TAG. RETAIL 12,652,000 6,539,567 521 UTILITIES $ 3,664,160 $ 1,912,581 52% RESTAURANT $ 2,159,275 1,191,220 55% CONTR $ 1,977,750 $ 873,940 44% REAL EST 1,030,750 575,906 56% HOTELS $ 972,025 $ 467,235 48% ALL OTHERS 11700,425 603,269 35% Sales Taxes 7,000 6,000 u 5,000 4,000 � �t 3,000 O ' t 2,000 � 1,000 _ RETAIL UTILITIES RESTAURANT CONTR REAL EST HOTELS ALL OTHERS tv FY2014 2nd Qtr N FY2015 2nd Qtr W FY2016 2nd Qtr x FY2017 2nd Qtr The graph above compares the second quarter of this fiscal year to the same quarter in previous years. This graph is intended to provide a representation of trend for major categories of tax collection revenues. The most significant change is a year-over-year (YoY) increase in retail collections and is primarily related to a modest improvement in collections for certain major retailers. It is important to note that the number presented here does not include the additional Y2% in restricted revenues for the public safety facility. Those revenues are recorded in a separate fund. Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 11 of 158 Financial Brief—2nd Quarter 2017 113900= Intergovernmental The Intergovernmental revenue category represents /Share of Intergovernmental amounts received from the shared revenue Revenue program. Theses revenues are distributed monthlyW URBAN� REVENUE based upon population estimates. These revenue } , W STATE SHARED sources are subject to the overall economic '4 � AUTO LIEU �q conditions of the State and are subject to fluctuations. This revenue source is also subject to changes made by the State legislature. Overall, revenues are trending within expectations. Intergovernmental FY2014 2nd FY2015 2nd FY201 i 2nd FY2017 FY2017 2nd; Percentage Revenues Qtr. Qtr. Qtr. Budget Qtr. of Budget URBAN REVENUE 11950,215 2,1 .6,123 21104 650 51057,824 21528,912 50% STATE SHARED 11445,026 1,5 .1,'326 11594,085 3,891,291 21121,102 5% AUTO LIEU 649,811 680,095 718,399 1,770,957 872,077 49% Intergovernmental Revenues ry� ,sx 3,000,000 FY2014 2nd Qtr. 2,000,000 _ . FY2015 2nd Qtr. 1TM FY2016 2nd Qtr. ,000,000 e n uFY2017 2nd Qtr. URBAN REVENUE STATE SHARED AUTO LIEU Illustrated in the graph above you will see the year over year second quarter trend from 2014 to present. This graphic is intended to demonstrate trend for the intergovernmental revenue collections, as observed above most all categories are seen an uphill direction. Licenses,, Permits This revenue category represents the third largest revenue 52% SFRs source for the General Fund. Single Family Residential (SFR) permits amount for the largest portion within this uv �t � FY2017 � z 550 Budget 3,x FY2017 YTD Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 12 of 158 FINE= Financial Brief—2nd Quarter 2017 category. Currently SFR revenue is within expectations at 52% of the budgeted total. SFR permits of 284 issued for the second quarter represents 52% of the 550 permits budgeted for the current fiscal year. Excavation is currently under budget however, this category is expected to approach budget expectations this fiscal year. SFR PERMITS- NEW $ 21381385 $ 11135,141 48% COMMERCIAL PERMITS- W 150,000 $ 91,945 61% N...E MISCELLANEOUS PERMITS $ 150,500 $ 92,551 61% EXCAVATION AND 100,000 $ 20, 28 20% GRACING PERMT COMMERCIAL PERMITS- $ 85,000 $ 73,432 86% EXISTING ALL OTHERS $ 263500 $ 192,199 7 % Permits 1,200,000 `u' 1,000,000 „ r 2 4� t 800,000 1 1l 600,000 w°y t�tiil Am 400,000 14\ y 200,000 �� ; 4 ,,, .....::....::..... t\ ,,, }: .,.... `' i x�*..^ .; ���.�,,! .� �, l ,,, Irv•' SFR PERMITS- COMMERCIAL MISCELLANEOUS EXCAVATION COMMERCIAL ALL OTHERS NEW PERMITS-NEW PERMITS AND GRADING PERMITS- PERMTS EXISTING FY2014 2nd Qtr. FY2015 2nd Qtr. as FY2016 2nd Qtr. FY2017 2nd Qtr. The graph above compares the second quarter revenues of this fiscal year to the same quarter in previous years. The change in new SFR permits revenue is due to the difference in the valuation of SFR permits issued in fiscal year 2015 as opposed to those issued this fiscal year. It is important to note that the variation in existing commercial permits is due to the number of Marana Center tenant improvements which occurred last quarter. The graph above you will see the year over year second quarter trend from 2014 to present. Other fee revenue categories are within budget expectations for the second quarter. Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 13 of 158 Financial Brief—2nd Quarter ZO17 NINE= BUSINESS LICENSE $ 160000 $ 67,825 4296 FRANCHISE FEES $ 400000 $ 238,890 GO% TIPPING FEES 350,000 $ 100,895 2996 License & Fees 300,,000 0FY20142nd Qtr. 200,0000 inFY20152nd Qtr. 100,000 IS, FY20182nd Qtr. ' rFY2017 2nd Qtr. FRANCHISE FEES TIPPING FEES BUSINESS LICENSE The graph above compares the second quarter revenues of this fiscal year to the same quarter in previous years. Expenditures The General expenditures are presented in four 0y6 %ofOverall Expenditures main categories, which are shown in the pie chart to the right. Personnel and benefits represent the largest portion Of the budget and the current period expenditure spend Of 46% is � largely within expectations. Contracted services ~ are the also within spending expectations at INPersonnel and benefits 0Contracted services �op°,"t/"x=ppx°"�°n"/p�°"t �c=p/�"/�"t/"v 4296. Operating supplies, capital outlay, and 10Debt service INOther financing uses other financing uses are currently significantly below budget expectations, but are expected to approach budget in future quarters as significant programs and projects are completed. Other financing uses are associated with required budgetary transfers for debt service, grant cash match and contributions toward certain capital projects. This category is expected to approach budget expectations in the later quarters as debt service transfers will be made for January and July 2017 debt service payments. Printed on Thursday' February 09, 2017 MenaneRegular Council Meeting o2xz1/2o17 Page 14of1mo Financial Brief—2nd Quarter ZO17 93MEM Personnel and benefits $26,675,415 $12,386,610 46% Operating supplies&equipment $9,1460,.257 $2,?010,.310 21% Contracted services $5,794,855 $2,458,182 4296 Other financing uses $5,564,.145 $574,007 10% Capital outlay $1,191,164 $172,703 14% General Fund E 15i000'?000 10,000,000 0FY2014 2nd Qtr. 5'000'?000 INFY20152nd Qtr. mFY201G2nd Qtr. 0 FY2017 2nd Qtr. Personnel and Contracted Operating Capital outlay benefits services supplies& equipment The graph above compares the second quarter General Fund expenditures of this fiscal year to the same quarter inprevious years. Most ofthe categories are showing modest increases year over year asproperly included inthe appropriate years budget. Bed Tax Fund This fund accounts for the collection of the discriminatory portion of bed tax revenues which restricted for tourism initiatives. The Town continues to advance key initiatives like the new discover Marana website. As mentioned earlier for this category in the General Fund, this revenue category is subject to some seasonal variation and revenues are expected to approach budget in the upcoming quarters. Expenditures currently exceed revenues by $2l7,572 due to the timing Of 8 significant annual lease payment made in October. However, expenditures are expected tocome inline asvveapproach the future quarters. Printed onThursday, February O9' 2Ol7 MenaneRegular Council Meeting o2xz1/2o17 Page 1aof1mo Irelmom III I' Financial Brief—2nd Quarter 2017 10 go B' Imm Sales taxes 383,334 377,931 418,366 937,884 447,040 48% Total Revenues 383,334 377,931 418,366 937,884 447,040 48% MENNE Personnel and benefits 10,148 81008 43,423 94,327 29,751 32% Contracted services 5471059 5461100 636,604 7391322 6211040 84% Operating supplies& - 181603 19,694 107,000 13,821 13 equipment Total Expenditures 557,208 572,711 699,722 940,649 664,612 71 4 , Highway User Revenue Fund (HURF) y HURF fund is set by the collection of various fees and taxes from users of the States roads and highways which the State of Arizona collects. An excise tax is charged on fuel purchases on a per gallon basis. Cities and towns receive a percentage of the highway users revenues based on two factors: population estimates acquired through the most recent census survey, and gasoline sales within each county. These funds are restricted solely for street and highway purposes. This is the primary source of revenue used to maintain our transportation system. Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 16 of 158 Financial Brief—2nd Quarter 2017 HURF revenues (intergovernmental) are within expectations for the second quarter of the fiscal year at $1,399,325 or 45%. Additionally, revenues exceed expenditures by $377,466 for the second quarter. On the other hand expenditures are modestly below expectations, although are expected to approach expectations as significant programs and projects occur. � � 3 Intergovernmental 11062,496 11154,524 11216,670 31093,263 11399,325 45% ................................................................................................................................................................................................................................................................................................................................................................... Investment income 691 848 1,764 71500 - 0% Total Revenues 1p063 186 1,155,373 11218,434 3.01001,763 1,399,325 7 Personnel and benefits 254,429 256,120 284,6011 355,308 162,858 46% Contracted services 1,085,529 857,895 592,395 2,479,582 552,599 22% ...... Operating supplies&equipment 88,517 82,524 109,290 190,700 90,128 40� .. .................................................................................................................................................................................................................................................................................................................................................................. Capital outlay 281,676 14,445 164,235 841,587 216,274 26% 7 Total Expenditures 1,710,151 1," 1o, 85 1,150,521 3,867,1 1,012 1,859 • • 44 i 1 i • 5 n r m • r Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 17 of 158 Financial Brief—2nd Quarter 2017ISEEM���,��,�����,�,,����,���� Water Fund The Town provides a potable water system service to residences and Monthly Service Fee businesses within the service area. The revenue generated is used to Meter Size Rate 5/8" $ 19.09 cover the costs of administration, operations, maintenance and 1" 46.35 replacement of the water collection, treatment and delivery system. 1.5" 50.44 Overall, the Water Fund is currently receiving and spending its 2" 58.62 resources as expected. The biggest revenue share within the fund is 4" 139.05 charges for services (water sales) which are within expectations at $2,305,146 or 53% of its budgeted total. Through the current quarter, Water revenues exceed expenses by$470,312. 4 ». x Charges for services $ 4,3111258 $ 2,305,146 53% ............................................................................................................................................................................................................................................................................................................................................................. Miscellaneous $ - $ 91692 100% ---------------------- Licenses,fees and permits X5,000 $ 22,619 90 Other financing sources $ 222,501 $ - 0% Total Revenue 4,p563.v759 2,337,458 Personnel and benefits 1,8 �.,71�. $ 856,201 47°� } Contracted services $ 1,148533 $ 372,716 32% Operating supplies &equipment $ 1,346,413 $ 638,228 47% »�t Capital outlay $ 991000 $ - 0% Debt service $ 426,654 $ - 0% »»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»»» Total Expenditures $ 4,842,301 $ 1,867,145 WATER µAupu�HanGvuvmu�em�mveae�u av¢unenw�wxavariruv'aexaa�mm�mmvcuariri44vmna¢aeauavvmmweaunvrnvnauemav'evmmv�miuiruw auavv'uaeuvdemaaeuwmmaadriu a�mwenuvevuGvuewenuenna�,w'nenieaveuavuvre�u¢eeuavvnsuumna..vaaaria�imn uamxa�vmvaweeudvr'avvn¢mmuaverumam"�mv mmeuuaemavr'uaeevdeaaavv'ureuwemarivm ¢uenwemavuuGd�uwenuaewaea¢nence�aa4 4,000,000 2,000,000 �� _ ill FY2014 2nd Qtr. FY2015 2nd Qtr. ���z FY2016 2nd Qtr. Charges for Personnel Contracted Operating services and benefits services supplies& FY2017 2nd Qtr. equipment Illustrated in the graph to the above, you will see the second quarter year over year trend from 2014 to present. This graphic is intended to demonstrate trend for the water revenue and Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 18 of 158 lll�'91111'91111��91111��9,1III�illlll�illlll��illlll�9111111���ill,Il��lli, Financial Brief—2nd Quarter 2017IIIAMEM expenditures. Most all categories are seeing an increase. As the Town continues to grow so too will its costs. Waste Water Fund The Town charges a fee to each sewage ym system user having a sewer connection or . otherwise discharging sewage, industrial $ waste or other liquids into the Town's Per meter $ 12.63 Per 1,000 gallons 4.71 sewage system. The revenue generated is used to cover the costs of administration, operations, maintenance and replacement of the sewage collection and treatment system. The Town is currently receiving and spending its resources, as expected. Charges for services are the fund's largest revenue category which is within expectations at $515,384 or 45% of its budgeted total. Expenditures are with expectations and anticipate to remain balanced in the future, currently revenues exceed expenditures by $53,387 for the second quarter. Charges for services $1,156,696 $515,384 45% Miscellaneous $- $- 0% Licenses, fees and permits $3,000 $8,950 298` Total Revenue $1,159,696 $524,334 457o Personnel and benefits $369,422 $180,385 49% Contracted services $664,254 $240,179 3 % Operating supplies & 136 060 $50,383 37% a p e ui ment $ $ Total Expenditures $1,169,736 $470..947 407o In 2M Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 19 of 158 Financial Brief—2nd Quarter 2017 51MEM WASTE WATER 600,000 500,000 o FY2014 2nd Qtr. 400,000 n FY2015 2nd Qtr. 300,000 w 200,000 FY2016 2nd Qtr. 100 000 � - FY2017 2nd Qtr. Charges for services Personnel and benefits Contracted services Operating supplies& equipment Illustrated in the graph to the above, you will see the second quarter year over year trend from 2014 to present. This graphic is intended to demonstrate trend for the waste water revenue and expenditures. Most all categories are seeing an uphill direction. As the Town continues to grow so too will its costs. Y2Cent Sales Tax Fund to 1/2 Cent Sales taxes The Town Council adopted on April 28 2015 Y 21F429,103 Ordinance 2015.011 to amend the Town Tax Code b increasing the tax rate on certain �� . FY2o1'2nd Qtr' y g 100814 952 FY2016 Collections activities by one-half cent for the new police Target Uncollected facility. A collection of $18,000,000 shall be collected to build the public safety facility and then the Town will notify the Arizona Department of Revenue to cease collection. The % cent sales tax revenue classification is subject to some seasonal variation and revenues are expected to approach budget in the future quarters its collection is currently 40% of its budgeted total. Sales taxes 1,860,407 6,000,000 2,429,103 419,686 40% Total Revenue 1,860,407 6,000,000 2,429,103 419,686 40% Capital outlay - 71092,271 364,183 95,286 5% Total Expenditure - 71092,p271 364J83 83 9502 6 5% Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 20 of 158 Financial Brief—2nd Quarter 2017 "'IJ IJ IJ I� JI : The graph above compares the current year's second quarter to last year's as well as the current month's % cent sales tax revenues and expenditures. Revenues are expected to approach budget in coming quarters and similarly for expenditures as the project is initiated and constructed. Printed on Thursday, February 09, 2017 Marana Regular Council Meeting 02/21/2017 Page 21 of 158 AZ MARANA STAB L II S H ED 1977 Council-Regular Meeting C1 Meeting Date: 02/21/2017 To: Mayor and Council From: Lisa Shafer, Community Development Director Date: February 21, 2017 Strategic Plan Focus Area: Not Applicable Subject: Resolution No. 2017-012: Relating to Community Development; authorizing the Chief of Police to apply for grant funding from the Governor's Office of Highway Safety for the purchase of equipment and the funding of overtime for the Marana Police Department for fiscal year 2017-2018 (Lisa Shafer) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: For the last eleven years, the Town of Marana has been awarded grant funding from the Governor's Office for Highway Safety (GOHS) to combat impaired and aggressive drivers and take part in enforcement efforts in coordination with local and regional partners like the Southern Arizona DUI Task Force. Marana has also received DUI Abatement Grants funded by the Oversight Council on Driving or Operating under the Influence Abatement. Over the past years, the number of impaired drivers on Marana streets has been greatly reduced due to these efforts. Although great strides have been made in making Marana's roadways safer, there are still a large number of impaired drivers getting behind the wheel every day. The Marana Police Department is responding to this problem by increasing education, visibility, enforcement, and officer training. With an overall goal to reduce the number of accidents, injuries, and deaths caused by impaired and aggressive drivers, staff requests authorization to submit proposals to the GOHS for grant funding for FY 2017-2018 for speed and DUI related equipment and additional overtime deployments for enforcement. If awarded, overtime funding for combating impaired drivers will allow Marana to continue participation in the Southern Arizona DUI Task Force, increasing the number of marked patrol units on the streets during peak DUI times and in targeted locations. This increased activity will serve as a deterrent and will result in increased formal enforcement action to reduce the number of impaired and aggressive drivers on Arizona roadways. The Town will provide event-specific, department-initiated DUI and speed enforcement. The Town will work in a coordinated effort with other agencies to reduce the number of individuals under the influence through enforcement Marana Regular Council Meeting 02/21/2017 Page 22 of 158 and education efforts and to reduce the number of aggressive drivers in the region. The DUI Abatement grants will provide for more DUI enforcement as well as fund coordinated efforts to conduct warrant sweeps. So far this fiscal year officers have conducted two warrant sweeps resulting in 29 arrests and $83,126 in recovered bond money. The Town is also requesting funding for programs to combat excessive speed and aggressive driving, to initiate a coordinated education and enforcement effort utilizing internal resources, and to increase MPD efforts to reduce speeding and aggressive and impaired driving thereby heading off the behaviors that lead to increased incidents of motor vehicle accidents. By proactively addressing the issues and reducing the burden of accident investigation, the MPD will be able to leverage freed-up manpower to more aggressively address the ongoing I-10 closures and issues in school zones and neighborhoods. Financial Impact: Fiscal Year: 2018 Budgeted Y/N: Y Amount: Maintenance Costs The Town will be responsible for the operation, maintenance, updates, and replacement costs of any equipment purchased with grant funding. DUI Task Force, Warrant and Speed Enforcement overtime and employee-related expenses will be covered by the grant. This is estimated at $125,000. Staff Recommendation: Staff recommends approval of Resolution No. 2017-012 authorizing the Chief of Police to apply for grant funding from the Governor's Office of Highway Safety. Suggested Motion: I move to adopt Resolution No. 2017-012, authorizing the Chief of Police to apply for grant funding from the Governor's Office of Highway Safety for the purchase of equipment and the funding of overtime for the Marana Police Department for fiscal year 2017-2018. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Resolution No. 2017-012 ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 23 of 158 MARANA RESOLUTION NO. 2017-012 RELATING TO COMMUNITY DEVELOPMENT; AUTHORIZING THE CHIEF OF POLICE TO APPLY FOR GRANT FUNDING FROM THE GOVERNOR'S OFFICE OF HIGHWAY SAFETY FOR THE PURCHASE OF EQUIPMENT AND THE FUNDING OF OVERTIME FOR THE MARANA POLICE DEPARTMENT FOR FISCAL YEAR 2017-2018 WHEREAS the Governor's Office of Highway Safety(GOHS) is seeking proposals from state and local agencies for projects relating to all aspects of highway safety; and WHEREAS the Town of Marana is interested in submitting projects to be considered for funding in the form of reimbursable grants from the National Highway Traffic Safety Administration and the Arizona Oversight Council on Driving or Operating under the Influence Abatement; and WHEREAS the Town of Marana recognizes its duty to protect its citizens through effective police powers; and WHEREAS the Marana Police Department is working to increase enforcement to reduce excessive speeding and aggressive driving by drivers and the number of impaired drivers on Arizona roadways; and WHEREAS grant funding will assist the Marana Police Department in purchasing equipment to support traffic safety initiatives and in funding overtime DUI and speed enforcement, allowing the Marana Police Department to increase efforts to reduce speeding and aggressive and impaired driving, heading off the behaviors that lead to increased incidents of motor vehicle accidents. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA AS FOLLOWS: SECTION 1. The Chief of Police is hereby authorized to apply for grant funding from the Governor's Office of Highway Safety for the purchase of equipment and the funding of overtime for the Marana Police Department for fiscal year 2017-2018. 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 this resolution, including the execution of all agreements, contracts and documents related to GOHS funding for the Marana Police Department during fiscal year 2017-2018. 00050952.DOC/1 Marana Resolution No.2017-012 - 1 - Marana Regular Council Meeting 02/21/2017 Page 24 of 158 PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 21 st day of February, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00050952.DOC/1 Marana Resolution No.2017-012 - 2 - Marana Regular Council Meeting 02/21/2017 Page 25 of 158 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting C2 Meeting Date: 02/21/2017 To: Mayor and Council Submitted For: Cynthia Nemeth-Briehn, Parks & Recreation Director From: D. Tyrell McGirt, Deputy Director Date: February 21, 2017 Strategic Plan Focus Area: Recreation Strategic Plan Focus Area Additional Info: PRINCIPLE STATEMENT 1 / We will design, build and maintain appropriate high quality recreational amenities to enhance the quality of life for Marana residents and visitors. Initiative 2. PURSUE RECREATIONAL AND TOURISM DEVELOPMENT OPPORTUNITIES AND PROJECTS e. Continue partnership with Oro Valley to promote trails and tourism amenities Subject: Resolution No. 2017-013: Relating to Parks and Recreation; approving and authorizing the Mayor to execute an intergovernmental agreement between the Town of Marana and the Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event (Cynthia Nemeth-Briehn) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: The Town of Marana and the Town of Oro Valley have collaborated on the Marana Oro Valley Experience, or M.O.V.E. Across Two Ranges (M.O.V.E), since 2012. The purpose of this Intergovernmental Agreement is to formalize each organization's responsibilities relative to the planning, administration, production and financing of the annual event. The M.O.V.E. event showcases Marana as providing great outdoor recreation opportunities for the region. Last year the event grew to over 330 participants from all over southern Arizona. M.O.V.E. offers outdoor enthusiast the opportunity to get active, explore nature, and experience Marana's trail systems. The M.O.V.E. Across Two Ranges event consists of: Marana Regular Council Meeting 02/21/2017 Page 26 of 158 •An event that occurs annually in early spring.This year the event is scheduled for Saturday, March 11. •Three hiking levels of varying length. •Participants begin the challenge by hiking in Marana's Tortolita Wild Burro Trail System— managed by Town of Marana Parks & Recreation. •Having completed the Tortolita segment, hikers drive themselves to Catalina State Park and complete the second and final segment of the hike. •A post M.O.V.E. party that features food trucks, music, vendors, and beverages for participants —managed by Oro Valley. Fiscal Impact: Fiscal Year: 2017 Budgeted Y/N: Y Amount: $1,000 Staff Recommendation: Staff recommends approval of the Intergovernmental Agreement between the Town of Marana and the Town of Oro Valley for the annual M.O.V.E. Across 2 Ranges - Hike Challenge. Suggested Motion: I move to adopt Resolution No. 2017-013, approving and authorizing the Mayor to execute an intergovernmental agreement between the Town of Marana and the Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Resolution No. 2017-013 Exhibit A to Resolution ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 27 of 158 MARANA RESOLUTION NO. 2017-013 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF MARANA AND THE TOWN OF ORO VALLEY FOR THE M.O.V.E. ACROSS 2 RANGES HIKE CHALLENGE EVENT WHEREAS in January 2015, the Marana Town Council adopted the Town of Marana Strategic Plan III, identifying Recreation as one of its five focus areas, with the principle statement "We will design, build and maintain appropriate high quality recreational amenities to enhance the quality of life for Marana residents and visitors" and the initiative of continuing Marana's partnership with Oro Valley to promote trails and tourism amenities to achieve that goal; and WHEREAS Oro Valley's Parks and Recreation Department has as its mission enhancing the quality of life for all Oro Valley residents by providing exceptional parks, recreation, and trail facilities and offering a wide range of programs and activities for all ages; and WHEREAS Marana and Oro Valley have collaborated on the M.O.V.E. Across 2 Ranges Hike Challenge Event for several years and now wish to formalize their participation in the event; and WHEREAS Marana and Oro Valley may enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq.; and WHEREAS the Mayor and Council find that the terms and conditions of the intergovernmental agreement addressed by this resolution 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 Intergovernmental Agreement between Town of Marana and Town of Oro Valley for the M.O.V.E. Across 2 Ranges Hike Challenge Event 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. 00050934.DOCX/1 Marana Resolution No.2017-013 - 1 - Marana Regular Council Meeting 02/21/2017 Page 28 of 158 PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 21 st day of February, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00050934.DOCX/1 Marana Resolution No.2017-013 - 2 - Marana Regular Council Meeting 02/21/2017 Page 29 of 158 Exhibit A to Marana Resolution No. 2017-013 INTERGOVERNMENTAL AGREEMENT BETWEEN TOWN OF MARANA AND TOWN OF ORO VALLEY FOR THE M.O.V.E. ACROSS 2 RANGES HIKE CHALLENGE EVENT This INTERGOVERNMENTAL AGREEMENT (this "Agreement") is entered into by and be- tween the TOWN OF MARANA ("Marana"), an Arizona municipal corporation, and the TOWN OF ORO VALLEY (""Oro Valley"), an Arizona municipal corporation. Marana and Oro Valley are sometimes collectively referred to as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. In January 2015, the Marana Town Council adopted the Town of Marana Strate- gic Plan III, identifying Recreation as one of its five focus areas, with the principle statement "We will design, build and maintain appropriate high quality recreational amenities to enhance the quality of life for Marana residents and visitors" and the initia- tive of continuing Marana's partnership with Oro Valley to promote trails and tourism amenities to achieve that goal. B. Oro Valley's Parks and Recreation Department has as its mission enhancing the quality of life for all Oro Valley residents by providing exceptional parks, recreation, and trail facilities and offering a wide range of programs and activities for all ages. C. Marana and Oro Valley may enter into agreements with one another for joint and cooperative action pursuant to A.R.S. § 11-951, et seq. AGREEMENT NOW,THEREFORE,in consideration of the recitals set forth above and the mutual cov- enants, conditions and agreements set forth in this Agreement, the Parties agree as fol- lows: Article 1. Purpose The purpose of this Agreement is to establish the rights and responsibilities of the Parties regarding the planning, administration, and production of the annual Marana Oro Valley Experience (,"M.O.V.E.") Across 2 Ranges Hike Challenge Event (the ""Event"),, an outdoor collaborative hiking event that makes use of the Tortolita moun- tain range in Marana and the Catalina mountain range in Oro Valley. 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA - 1 - Marana Regular Council Meeting 02/21/2017 Page 30 of 158 Exhibit A to Marana Resolution No. 2017-013 Article 2. Scope of Agreement 2.1. The Parties shall plan, develop, and produce the Event annually during the term of this Agreement, on dates and times mutually agreed to by the Parties. 2.2. The Parties may adjust and amend the dates, times, amenities, trail usage, and the like for the Event during the term of this Agreement without requiring amendment of this Agreement. Article 3. Marana Responsibilities Marana shall provide the following services and resources to the production of the Event during the term of this Agreement: 3.1. Facilitate and coordinate the Tortolita Trails hiking portion of the Event. 3.2. Create, design, and maintain the Event website. 3.3. Graphic design of promotional materials and participant shirts. 3.4. Provide staff support for coordination of the Event after party. 3.5. Provide staff support for event packet pick-up. 3.6. Provide Oro Valley with a financial report disclosing all Marana expenditures for the Event. Article 4. Oro Valley Responsibilities Oro Valley shall provide the following services and resources to the production of the Event during the term of this Agreement: 4.1. Facilitate and coordinate the Catalina Trails hiking portion of the Event. 4.2. Purchase Event participant shirts. 4.3. Host and collect fees for pre-registration and produce participant rosters for the Event. 4.4. Provide staff to host and collect fees for Event day registration. 4.5. Facilitate Event packet pick-up. 4.6. Host the Event after party. 4.7. Manage Event sponsorship contributions. 4.8. Provide a financial report disclosing total registration and contribution revenue and total expenditures for the Event. Article 5. Financing 5.1. Marana shall be responsible for the following Event expenses: 5.1.1. All expenses related to the Tortolita Trails hiking portion of the Event. 5.1.2. Printed promotional materials distributed by Marana. 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -2- Marana Regular Council Meeting 02/21/2017 Page 31 of 158 Exhibit A to Marana Resolution No. 2017-013 5.2. Oro Valley shall be responsible for the following Event expenses: 5.2.1. All expenses related to the Catalina Trails hiking portion of the Event. 5.2.2. Printed promotional materials distributed by Oro Valley. 5.2.3. All direct expenses related to the Event after party. 5.2.4. Participant t-shirts. 5.2.5. All expenses related to vendors and entertainment talent. 5.3. Oro Valley shall collect all Event registration fees, in an amount mutually agreed upon by the Parties. 5.4. Within 30 days after the Event, Oro Valley shall provide Marana with a financial report disclosing total registration and contribution revenue and total expenditures for the Event. If there is any remaining revenue from the Event after payment of all out- standing expenses for the Event, the Parties shall divide the remaining revenue equally and Oro Valley shall make prompt payment to the Marana in the appropriate amount. Article 6. Term and Termination 6.1. This Agreement shall be effective as of the signature date of the last Party to sign this Agreement, and shall remain in effective for five years, unless earlier terminated by either Party in accord with the terms of this Agreement. The term of this Agreement may be extended by written amendment signed by both Parties. 6.2. This Agreement may be terminated under the following circumstances: 6.2.1. This Agreement may be terminated by either Party without cause with 60 days' written notice to the other Party. 6.2.2. A Party may terminate this Agreement for material breach of the Agree- ment by the other Party. Prior to any termination under this paragraph, the Party al- legedly in default shall be given written notice by the other Party of the nature of the alleged default. The Party said to be in default shall have 45 days to cure the default. If the default is not cured within that time, the other Party may terminate this Agreement. Any such termination shall not relieve either Party from liabilities or costs already incurred under this Agreement. 6.2.3. This Agreement may be terminated for a conflict of interest as set forth in A.R.S. § 38-511, the relevant portions of which are hereby incorporated by reference. 6.2.4. Notwithstanding any other provision in this Agreement, this Agreement may be terminated if for any reason, there are not sufficient appropriated and avail- able monies for the purpose of maintaining this Agreement. In the event of such cancellation, the Parties shall have no further obligation to each other, other than for payment of services rendered prior to termination. 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -3 - Marana Regular Council Meeting 02/21/2017 Page 32 of 158 Exhibit A to Marana Resolution No. 2017-013 Article 7. Access to Records 7.1. The Parties shall maintain books, records, documents, and other evidence direct- ly pertinent to performance under this Agreement in accordance with generally accept- ed accounting principles and practices consistently applied. Each Party shall have ac- cess to such books, records, documents, and other evidence for inspection, audit and copying and shall provide proper facilities for such access and inspections. 7.2. Audits conducted under this Article shall be performed in accordance with gen- erally accepted auditing standards and established procedures and guidelines of the re- viewing or auditing agency. 7.3. The Parties agree to the disclosure of all information and reports resulting from access to records, as described in this Article, to a Party's auditor, provided that the au- dited Party is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments of rea- sonable length, if any, of the audited Party. Article 8. Compliance with Laws 8.1. The Parties shall comply with all applicable federal, state and local laws, rules, regulations, standards and executive orders, without limitation to those designated within this Agreement. 8.2. The Parties agrees to comply with all provisions and requirements of Arizona Executive Order 2009-09, which supersedes Executive Order 99-4 and amends Execu- tive Order 75-5, and which is hereby incorporated into this Agreement as if set forth in full herein. During the performance of this Agreement, the Parties shall not discriminate against any employee, client or any other individual in any way because of that per- son's age, race, creed, color, religion, sex, disability or national origin. 8.3. The Parties shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336,42 U.S.C. 12101-12213) and all applicable federal regulations under the Act, including 28 CFR Parts 35 and 36. 8.4. The Parties certify that they are not currently engaged in, and agree for the dura- tion of the Agreement to not engage in, a boycott of Israel as defined by A.R.S. X35-393. The submission of a false certification may result in action up to and including termina- tion of this Agreement. 8.5. The Parties hereby certify that they will at all times during the term of this Agreement comply with all federal immigration laws applicable to the Parties' em- ployment of its employees, and with the requirements of A.R.S. § 23-214 (A). 8.6. This Agreement is subject to the provisions of A.R.S. § 38-511 regarding conflict of interest. 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -4- Marana Regular Council Meeting 02/21/2017 Page 33 of 158 Exhibit A to Marana Resolution No. 2017-013 Article 9. Indemnification To the fullest extent permitted by lave, each Party (as "indemnitor") shall defend, in- demnify and hold harmless the other Party (as "indemnitee"), its officers, officials, em- ployees, agents, volunteers, successors, and assigns (the "indemnified group") for claims, damages, losses, liabilities and expenses of any nature whatsoever (including but not limited to reasonable attorneys' fees, court costs, the costs of appellate proceed- ings, and all claim adjusting and handling expense) relating to, arising out of, resulting from or alleged to have resulted from the indemnitor's acts, errors, mistakes or omis- sions relating to any action or inaction of this Agreement (collectively, "claims") includ- ing but not limited to work, services, acts, errors, mistakes, or omissions in the perfor- mance of this Agreement by anyone directly or indirectly employed by or contracting with the indemnitor, or any person for whose acts and liabilities are the obligation of the indemnitor. If any claim, action or proceeding is brought against the indemnified group, indemnitor shall have a duty, at its sole cost and expense, to resist or defend such claim or action on behalf of the indemnified group but only to the extent that such claims result in vicarious/derivative liability to the indemnitee and are caused by the act, omission, negligence, misconduct or other fault of the indemnitor, its officers, offi- cials, agents, employees or volunteers; provided, however, that the indemnitor shall have no obligation to indemnify the indemnified group for the indemnified group's passive negligence. The indemnity provisions of this Agreement shall survive the ter- mination of this Agreement. Article 10. Insurance The Parties agree that they shall maintain for the duration of this Agreement policies of public liability insurance sufficient to cover all of their obligations undertaken in the implementation of this Agreement. Article 11. No Joint Venture It is not intended by this Agreement to, and nothing contained in this Agreement shall be construed to create any partnership, joint venture, or employment relationship between the Parties or create any employer-employee relationship between the Parties. No Party hereto shall be liable for any debts, accounts, obligations, or other liabilities whatsoever of the other. Article 12. Workers' Compensation For purposes of Workers' Compensation, an employee of a Party to this Agreement who works under the jurisdiction or control of, or who works within the jurisdictional boundaries of, another Party pursuant to this specific Agreement, is deemed to be an employee of both Parties, as provided in A.R.S. § 23-1022(D). The primary employer of such employee shall be solely liable for payment of Workers' Compensation benefits for the purposes of this paragraph. Each Party shall comply with the notice provisions of A.R.S. § 23-1022(E). 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -5 - Marana Regular Council Meeting 02/21/2017 Page 34 of 158 Exhibit A to Marana Resolution No. 2017-013 Article 13. No Third Party Beneficiaries This Agreement is intended to govern the rights and duties of the contracting Parties only and is not intended to confer on any third party any rights or benefits which would not exist in the absence of this Agreement. Article 14. Notices All notice requests and authorizations provided for in this Agreement shall be in writing and shall be delivered or mailed, addressed as follows: Marana: TOWN OF MARANA Attention: Town Manager Address: 11555 W. Civic Center Drive Marana, Arizona 85653 With a copy to: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive Marana, Arizona 85653 Oro Valley: TOWN OF ORO VALLEY Attention: Town Manager Address: 11000 N. La Canada Drive Oro Valley,Arizona 85737 With a copy to: TOWN OF ORO VALLEY Attn: Parks and Recreation Director 11000 N. La Canada Drive Oro Valley,Arizona 85737 Article 15. Waiver Neither Party's waiver of the other's breach of any term or condition contained in this Agreement shall be deemed a waiver of any subsequent breach of the same or any other term or condition of this Agreement. Article 16. Remedies Either Party may pursue any remedies available to it for the breach of this Agree- ment, and no right or remedy is intended to be exclusive of any other right or remedy existing at law or at equity or by virtue of this Agreement. 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA - 6 - Marana Regular Council Meeting 02/21/2017 Page 35 of 158 Exhibit A to Marana Resolution No. 2017-013 Article 17. Force Majeure A Party shall not be in default under this Agreement if it does not fulfill any of its obligations under this Agreement because it is prevented or delayed in doing so by rea- son of uncontrollable forces. The term "uncontrollable forces" shall mean, for the pur- pose of this Agreement, any cause beyond the control of the Party affected, including but not limited to failure of facilities, breakage or accident to machinery or transmission facilities, weather conditions, flood, earthquake, lightning, fire, epidemic,war, riot, civil disturbance, sabotage, strike, lockout, labor dispute, boycott, material or energy short- age, casualty loss, acts of God, or action or non-action by governmental bodies in ap- proving or failing to act upon applications for approvals or permits which are not due to the negligence or willful action of the Parties, order of any government officer or court (excluding orders promulgated by the Parties themselves), and declared local, state or national emergency, which, by exercise of due diligence and foresight, such Par- ty could not reasonably have been expected to avoid. Either Party rendered unable to fulfill any obligations by reason of uncontrollable forces shall exercise due diligence to remove such inability with all reasonable dispatch. Article 18. Construction of Agreement 18.1. This Agreement shall be governed by and construed and enforced in accord- ance with the laws of the State of Arizona. 18.2. This Agreement represents the entire and integrated agreement between the Parties and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. 18.3. If any provision of this Agreement is declared invalid or unenforceable, the remainder shall continue in full force and effect. 18.4. This Agreement may not be changed or modified except by written agreement signed by all Parties [SIGNATURE PAGE FOLLOWS] 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA - 7- Marana Regular Council Meeting 02/21/2017 Page 36 of 158 Exhibit A to Marana Resolution No. 2017-013 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their representatives' respective signatures. MARANA: ORO VALLEY: TOWN OF MARANA, an Arizona munici- TOWN OF ORO VALLEY, an Arizona mu- pal corporation nicipal corporation By: By: Ed Honea, Mayor Satish I. Hiremath, Mayor ATTEST: ATTEST: Jocelyn C. Bronson, Town Clerk Michael Standish, Town Clerk 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -8 - Marana Regular Council Meeting 02/21/2017 Page 37 of 158 Exhibit A to Marana Resolution No. 2017-013 ATTORNEY CERTIFICATION Pursuant to A.R.S. § 11-952, the undersigned public agency attorneys have determined that the foregoing Intergovernmental Agreement between the Town of Marana and the Town of Oro Valley is in proper form and is within the powers and authority granted un- der the laws of the State of Arizona. Town of Marana Attorney Town of Oro Valley Attorney 00050424.DOC/2 MARANA/ORO VALLEY M.O.V.E.ACROSS 2 RANGES IGA -9- Marana Regular Council Meeting 02/21/2017 Page 38 of 158 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting C3 Meeting Date: 02/21/2017 To: Mayor and Council From: Jane Fairall, Deputy Town Attorney Date: February 21, 2017 Strategic Plan Focus Area: Not Applicable Subject: Resolution No. 2017-014: Relating to Real Property; approving and authorizing the Mayor to execute the Lease Assignment with Lessor Consent, consenting to the assignment by T-Mobile West LLC to Mobilitie Investments III, LLC, of the lease of approximately 256 square feet of Town-owned property located at Continental Reserve Park, 8568 N. Continental Reserve Loop (Jane Fairall) Discussion: On September 1, 2015, the Council approved an Option and Wireless Communications Facility Lease Agreement between the Town and T-Mobile for the lease of approximately 256 square feet of Town-owned property at Continental Reserve Park for the construction of a wireless communication facility. On March 15, 2016, the Council approved a conditional use permit (CUP) for the facility. T-Mobile now desires to assign the Lease Agreement to Mobilitie Investments III, LLC for construction of the facility. Pursuant to section 9.1 of the Lease Agreement, T-Mobile is permitted to assign the Lease Agreement to another company with the Town's consent, which shall not be unreasonably withheld. The attached Lease Assignment with Lessor Consent will allow T-Mobile to assign the lease to Mobilitie, pursuant to the same terms and conditions as the original lease agreement. The original Option and Wireless Communications Facility Lease Agreement between the Town and T-Mobile is attached as backup material. Staff Recommendation: Staff recommends approval of the lease assignment. Marana Regular Council Meeting 02/21/2017 Page 39 of 158 Suggested Motion: I move to adopt Resolution No. 2017-014, approving and authorizing the Mayor to execute the Lease Assignment with Lessor Consent, consenting to the assignment by T-Mobile West LLC to Mobilitie Investments III, LLC, of the lease of approximately 256 square feet of Town-owned property located at Continental Reserve Park, 8568 N. Continental Reserve Loop. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Resolution No. 2017-014 Exhibit A to Resolution Option and Wireless Agreement ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 40 of 158 MARANA RESOLUTION NO. 2017-014 RELATING TO REAL PROPERTY; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE LEASE ASSIGNMENT WITH LESSOR CONSENT, CONSENTING TO THE ASSIGNMENT BY T-MOBILE WEST LLC TO MOBILITIE INVESTMENTS III, LLC, OF THE LEASE OF APPROXIMATELY 256 SQUARE FEET OF TOWN-OWNED PROPERTY LOCATED AT CONTINENTAL RESERVE PARK, 8568 N. CONTINENTAL RESERVE LOOP WHEREAS T-Mobile West LLC is the tenant on a lease of approximately 256 square feet of Town-owned property at Continental Reserve Park, 8568 N. Continental Reserve Loop, approved by Marana Resolution No. 2015-095 adopted on September 1, 2015; and WHEREAS T-Mobile West LLC desires to assign its interest in the lease to Mobilitie Investments III, LLC; and WHEREAS the Mayor and Council of the Town of Marana find that the best interests of Marana and its citizens are served by consenting to the lease assignment. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Lease Assignment with Lessor Consent attached to this resolution as Exhibit A is hereby approved, and the Mayor is authorized to execute it for and on behalf of the Town of Marana. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 21st day of February, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00050883.DOCX/1 Marana Resolution No.2017-014 Marana Regular Council Meeting 02/21/2017 Page 41 of 158 Exhibit A to Marana Resolution No. 2017-014 LEASE ASSIGNMENT WITH LESSOR CONSENT (T-MOBILE WEST LLC TO MOBILITIE INVESTMENTS III,LLC) This Lease Assignment (this "Assignment") is made and entered into by and between T-Mobile West LLC, a Delaware limited liability company (the "Lessee") and Mobilitie Investments III, LLC, a Delaware limited liability company (the ""Assignee"), with the consent of the Town of Marana,an Arizona municipal corporation (the"Lessor"). The effective date of this Assignment shall be the latest date this Agreement is executed by an authorized representative of the parties hereto (""Assignment Effective Date"). Initially capitalized terms used and not defined in this Assignment have the meanings ascribed to them in the Lease. 1. The Lease. The Lessor and the Lessee entered into an option and wireless communication facility lease agreement with an option period commencing on December 17, 2015, and continuing for 12 months unless sooner terminated or exercised by the Lessee (the ""Lease"). A memorandum of agreement confirming the Lease was recorded in the office of the Recorder of Pima County, Arizona, on February 5, 2016 at Sequence 20160360644. The Lessee exercised the option on the Lease by letter dated November 23, 2016,with a lease commencement date of December 14, 2016. 2. Lessee's Representations and Warranties. The Lessee hereby represents and warrants to the Assignee as of the Assignment Effective Date that: (A) The Lessee has provided to the Assignee a true, correct and complete copy of the Lease as in effect on the date hereof, including all amendments, modifications and supplements thereto. (B) The Lease is in full force and effect in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (C) All rent and other amounts owing from the Lessee to the Lessor under the Lease have been paid in accordance with the Lease through the date hereof. 00050645.DOCX/5 -1 - Marana Regular Council Meeting 02/21/2017 Page 42 of 158 Exhibit A to Marana Resolution No. 2017-014 (D) To the Lessee's knowledge, the Lessee is not in default of any of its obligations under the Lease. The Lessee has received no notice from the Lessor asserting that the Lessee is in default of any of its obligations under the Lease. The Lessee has given no notice to the Lessor asserting that the Lessor is, and to the Lessee's knowledge, the Lessor is not in default of any of its obligations under the Lease. 3. Assignee's Representations. The Assignee represents that it has reviewed the terms of the Lease and is ready,willing, and able to comply fully with its terms. 4. Assignment. The Lessee hereby assigns to Assignee, and the Assignee hereby accepts, all of the Lessee's rights, title and interest, in, under and to the Lease and the Lessor hereby expressly consents to the assignment. 5. Delegation and Assumption. The Lessee hereby delegates to the Assignee, and the Assignee hereby accepts and assumes, any and all duties, liabilities, and obligations of the Lessee under the Lease first arising or accruing after the Assignment Effective Date. For the avoidance of doubt, the Lessee shall remain solely liable for any and all rental obligations under the Lease arising or accruing prior to the Assignment Effective Date. 6. Indemnification by Lessee. The Lessee shall indemnify, defend and hold the Assignee harmless from and against any claim, demand, cause of action, charge, judgment, damage, liability, cost or expense (including, without limitation, reasonable attorneys' fees and legal costs) arising out of the Lease in connection with events occurring or obligations arising or accruing prior to the Assignment Effective Date, except to the extent such matters arise out of, relate to or result from actions or omissions of the Assignee or any of its affiliates, officers, directors, agents, or employees. 7. Consent to Sublease. Upon assignment of the Lease, the Lessor consents to the Assignee's sublease of space on the tower and ground space within the Premises to the Lessee. Lessor and Assignee agree that such sublease and use of the Premises is not subject to the requirements of Sections 9.4.1 and 9.4.2 of the Lease. 8. Notices. After the effective date of this Assignment, any notices required under the Lease shall be delivered personally or by certified mail, directed as follows: If to Assignee: Mobilitie Investments III, LLC 2220 University Drive Newport Beach, CA 92660 If to Lessor: Marana Town Manager 11555 West Civic Center Drive Marana, AZ 85653 00050645.DOCX/5 -2- Marana 2- Marana Regular Council Meeting 02/21/2017 Page 43 of 158 Exhibit A to Marana Resolution No. 2017-014 With a copy to: Marana Legal Department 11555 West Civic Center Drive Marana, AZ 85653 IN WITNESS WHEREOF, the Lessee, the Assignee, and the Lessor have executed this Assignment as of the last date set forth below their respective signatures. "LESSEE": T-Mobile West LLC, a Delaware limited liability company CONSENT TO ASSIGNMENT AND SUBLEASE: Allan Tantillo, Director, Engineering "LESSOR": Network Operations, Northeast, Central, Town of Marana, an Arizona municipal South and West Regions corporation Date: By• Ed Honea, Mayor ""ASSIGNEE"": Date: Mobilitie Investments III,LLC, a Delaware limited liability company ATTEST: Gary Jabara, Manager Jocelyn C. Bronson, Town Clerk APPROVED AS TO FORM: Date: Frank Cassidy, Town Attorney 00050645.DOCX/5 -3 - Marana 3 - Marana Regular Council Meeting 02/21/2017 Page 44 of 158 Exhibit A to Marana Resolution No. 2017-014 State of ) ss County of ) The foregoing instrument was acknowledged before me on , 201f by Allan Tantillo, Director, Engineering Network Operations, Northeast, Central, South and West Regions of T-Mobile West LLC, a Delaware limited liability company, on behalf of the LLC. (Seal) Notary Public State of ) ss County of ) The foregoing instrument was acknowledged before me on , 201f by Gary Jabara, the Manager of Mobilitie Investments III, LLC, a Delaware limited liability company, on behalf of the LLC. (Seal) Notary Public 00050645.DOCX/5 -4 - Marana Regular Council Meeting 02/21/2017 Page 45 of 158 MARANA RE!dSOLUTION TO :.� : 4� ice§ ': PROPERTY, ',, MAYOR .Z ,,. ,NC� TIJE LAT.EXEC'UTE AN OPTION AND mm , WIRELESS AGREEMEN"'17 WITH T-MOBILEWEST'LLC FOR I"vH'E LEASE OF APPROXIMATELY 256 SQUARE FMF F , E ,' a E' f : CONTINENTAL ;E , , n 'E . PARK, y "' property a, c P : Park for a, wire ^� I I "I a ,_ Continental 'tow .. o" and WHEREAS n u � tid � citizens � served ,.. ^, .: posed. en . s E.' RESOLVED BY THE MAYOR , D COUNCIL OF T11JEi TOWN 01", ,, t the Option and Wireless ' , wit4 2,56 square feet of Town-owned. property at Contlinental Reserve Park I's hereby approved, and •' Mayor :, RESOLVED authorized to execute ',it 11f4r cand on behalf of the Town of Mama. IT IS FtJRTHIER that, ', � -c a:. staff ,,, directed the Tovvn authorized „ obligatiol"IS condjitioms and objectives G PASSEDAND the�, t zona,, this 1,st day :. 4, <l , 01 ��4 3 n 9A MA 7 aro•. I�� Mayor 60 ea, r T '°� "�nom,,•�, APPR0''11-"',,,D ,� I�„�: FORM., .� s' ,,tea' - : w _,ate , ,wn G ,_'' � X55 � o i ,., Tler � , w .torn p arana Regular Council Meeting 02/21/2017 Page 46 of 158 OPTION AND WIR.ELESS COMMUNICATIONS FACILITY LEASE AGREEMENT This Option aiad, Wireless Communications Facility Lease Agreement (.``Agreement"') is entered into by and between. the "I"own of Marana., an Arizona 6. 41 municipal corporation ("117OWN") and TMobile 'West 'LLC, a. Delaware 11m,ited liabil.ity 111P company I'-Mobile" or "Lesse.e."10 TOWN and T-Mobile, are at times collectively referred.to as ""Parties- or ind'v*,dually as a "Party"". RECITALS' A. TOWN owns land located in the Town of Marana., Pima County., Arizona.,at 8568, N. Continental. Reserve 'Loop, as, further described in Exhibit A attached hereto and inc orporat(,,�d herein by this reference Property,"). B., rOWN 'is willing to lease an area to T-Mobile consisting ofa,pproxi.mately 256 square feet 10tate d. wi*thin. the Property and as more particularly described in Exhiblit B, att,ac;hed hereto. and incorporated, herein by tbis, reference ("A'th.e) Site�")i for a. wireless coma,riunication. facility. C. The access routes and utility easements, necessary for T-Mobile"s use under this Agreement ("Access Routes"") aredelpi.cted. in the map atta,cl-Lek.d.hereto as part!of Exhibit: B. D. 'The Site and. Access Routes, are collectively referred to hereafter as the re-Mises." E-0 TOWN and T-Mobil,e, desire to. establish. their respective rights and 0 responsibilitie,s regarding thi',s�, Option, and W1-,r e'less, Commun.icafil,on Fac-l'.1ity Lease Agreement. OPTIONAGREEMEENTO In. cones,,iderabon. ofthernutual covenants contained, ire, this Option. Agreement, the Parties agreel;as fol9lows. 1 nature datel of-the. Option Period, The Opt-lion.Period. shall. cominence as, of the ,s-ig. last Party to sign ffi,is Agreiement and continues for a perod, of 12 months, unlessr-,;ooner terminated. or exercised. by T-Mobile". 2., 1nsp?ecti.:on, Rig During the Option Period, T-Mobile sha.1.1 have the right to analyze the surt:ability of the Premises for its ]"n-tended u�e. T'-Moblile and its employees, agents, contractors, ineers, and surveyors shall have the right 'to enter upon the 4, Property to insp e ct, codu nct, perfi-)rm,and examine soil borings, dra:inagetesti'ngy, material sampling, s-u.rv(.-,,).ys and otlie)r ge olosic al or engineerm g tests: or ,studies, of the Property, to apply for and obtainall. licenses and, pernaits, required for; T-Mobi'.Ie's use cif the Premises Marana Regular Council Meeting 02/21/2017 Page 47 of 158 from all. applicable governmental or regulatory entities, and to do those things on, or off -Le sical the Property that, in.the sole opinion, of T' Mobile, are necessar'y to determh the phyI . condition of the Property., the environmental history of the T'roperty, T fifle to tes Property and thew .feas'Iblility or sul''tabifit y of the Premises for: T-Mobiles, use as, defined in. fl-,a's Agreen-lent, all, at T-Mobile's expense (the "''Due Diligence Irivestigation""). Activities conducted in corvnection wfth T-Mobile`s 'Due.Dili nce. Investi.gation.shall not be deenled "tute, exerc'.se of the Opt* 1 1 to consti I on. or clomp of comtruct"on of T-Mo facilities:. 3., Access., T-Mobile shall comply with. any reasonable security, requirements of t ion. "rOWN' If-the site ,s located within.a fenced or secure.d access locat' . 4 'r-mobfle's,ability ,to use,. Government Approvals. It is understood and agreed. that I the Premises is contingent upon.its bt-w-ni all of the certlif at s, hcenses, permits and other; approvals (collectively- the "Governmen.tal. Approvals") that maybe required. by any federal,, state or localauthoirities whwh w1l), perm-It- T-Mobile's use of Premises as set ■forabove. TOWN shall cooperate with T-Mobile in il rt: s effort to obtain such approvals, and shall 'take no action which. would adversely affect the status of the Proplerty ,with respect tothe proposed use thereofley- T-Mobile, -unless, required to. do so by law or re-gulati*on, or to. protect public health, safety or welfare However, nothing herein shall, be deemed, to consti"tute a. contractual, obligation. of `170WN, as a mum I ci,pality, to issue a required Governmental Approval where the officer,, agent or employee of TOWN responsible for the issuance of such Governmental. Approval deems, tbe *issuance �of such a. Governmental Approval to be 'inappropriate, f'rhis ,Agreement is not ihtended 'to supersede., modify or waiveany reqUirements in the Marana, Town Code inte-wn,ded to regulate the construction and. operation of' telecommunications services or the Iocation and development- of wireless communi.caton. facilet es. If (1) any applications for such Governmental Approvals should be. finally rejected.; (2) any Governmental. Approval issued to T-Mobile is canceleldf expires,, lapses, or is otherwise withdrawn or terminated by governmental auffi,ority', or (3) T-Mobile determInes that such Governmental Approvals may not be, obtained in timely rnanner, 'T-Mohide ishall. have the right toterminates this Agreement, A. lj. n-ic ant as set!forth n paragraph 5 of this. Option Agree 5, 'I"ermination of Option,., If T-Mobile, determines, durinFthI iod, that �e Option Per the Prem-ises are notappropriate for T-Mobfles Intended. use,, or if for any other reason, or no reason, T-Mobile decides notto lease the. S1tc,,,!, then, T-Mobile shall ,ave the right to terminate this: Agreement without penalty -upon written noticeto'TOW'N at a,,iiy tiMe. If tfie Option Period expires and I-Mobile. has -not exc..!rcised the option, ffil-s Agree m,(!nt shall. term,linate If T'-Mobile tetrm"inates the option. or! fails: to exercise the option,, the Option. Fee,, as set forth 'in. paragraph, 9 of' this Option. Agre-Nement, below,, will not b e. pert r refunded, 1 .4 4 J 0TY110N ANDWINJU.,,�R(.3 COMMUNICAIION FACILITY AGRj1.imTiN`r'. Q�)mmum.ry PARKS11"J.' 8/24/1.5 Marana Regular Council Meeting 02/21/2017 2. Page 48 of 158 6. Exercise of Option,. At any time duri[ng the Option Period,, T-Mobile rnay notify 'TOWN in writIng, that, it des,ires, to commence -the Lease with TOWN'., as set, forth in Article 1. of the Lease Agreement belowfand commence construction of its faci,fities. 7, Dam.a..ges, and Indemniflcation,,, T- it shall. be rsi.ble for any caused. by its agents or employees to the. Premises or adjacent property-, including vegetation, during the Option. Period and promptly restore the property to its prior condition.. T-Mobile sha.11 appear, defend, indemnify- and hold harmless TOWN, Its. officers, agents and employees from. and. against any claim for damages arising out of tiv acts, or omisswns of T-Mob-fle, its, officers,, agerits and employees related to this Option Agreement. If T-Mobile fails or refuses to restore the re i,P ses or adjacent Property to its condition as it was, priorto the,Optwn PeriodTOWN is authorIzed. to do, ,so and charge the costs to T-.Mob1'1e,, 8. Reservation. During- the Option Period, unless T-Mobile has previouS-1y terminated. this Agrcvment, TOWN will not lease the Site to another person, or materially compromise T-Mobile`s possible future 1ease, of the Site for wireless 0 4. communications, 9. Consideration for Option. In consideration for the rights as described in thIS Option A.greement, "rMoblle shall pay to TOWN consideration in. the amount of $1,500.00 for the Option, Period, ("Option, Fee"'), 1 he, Option, Fee will. be paid within 15 business daysfroi-yi the, Effective. Date of this .Agreement. The Opfi'on Fee wi.11. not be prorated for any partia.l. month either at commencement or ter,m1nation. If T-Mcgblie enters into a Leaase with TOWN for; 'the Site,, the Option Fee will. not be prorated or refunded.. 10. General, Provisions. The general provisions f0wid in. Articles, 18 through, 20 of the Lease Agreement app lyto this Option Agreement. LEASE MET In.cons,ideration of the-, mutual cove narits, contained in this Lease Agreement the) Parti 0 es agree that the terms: and coi.,iditions of this Lease. Agreement shall apply frorn, and after the Commencement Date as follows: Article, 1. Lease Term L1. Commencement,, The Lease s'hall commence upon, commencement of ii.i-,-istaflation of' T-Mobile"s faci1ities. Commece ment Date"'). T-Mobfle (hereinafter referred to as -"'Lessee"') shall. notify "I'OWN in writing of its intention to start construction. ori the: Site and, the lart date., The Cornmence�merpt Date shall be: noted here once it is, known, and shall bemcorporte d herein by this reference, as Iffelly set forth [1li- nt at thetir , ne ofexecution:, in this Agrec,ne COMMUNICATION FAU.I.A.1"Y 1.13Ac."A"i COMMUNITY PAR.K.51011.`-i 8/24/1.3 Marana Regular Council Meeting 02/21/2017 3 Page 49 of 158 1.2. "Ferin. The 'Lease shall be for a term, of five years ("Term") unless sooner terminated as provided herein. 13. Renewal,. The Lease will. automatically renew for up to. five successiv-e five-year periods ("Renewal Terms,""), on the same ternis and, con djtj.,ojj,,q as set fortl-i herel.n. uniess sooner terminated as provided In this Lease Agreemeri.t. The Term and. Renewal Terms may-col lectIvely-be referred to as the "Lease Term..Ile 1A. Ho1diniz Oven Any holding over after the expiration. of the Lease Term, with. the con.sent of TOWN shall be construed -to be a tenalicy from month to month at one 1.ew 11 tieu ,anon d. e-half times the rents hereherein. speici . (prorated on a. monthly basis). The p " m -rovisIons,of this Lease Agreement shall apply to any such,holding over period,. -F Arficle 2. Rent 2.1. Monthly Base Rent,, 'Lessee shall pay to TOWN monthly -rent of $1,500.,00 W I ZiRent") iii consioerafion.-for the Lease.. Thefirst rental payment shall! be made wi.thin 30 days after the Commencement Date, and shall be prorated through the end of' tjle� month. All su,bsequent rentalplayments shall be made to TOWN' on or before thefirst day of the month in.advance.. 2,,,2,,,. Ad-j"ustment. Beginning on the fi].,--st anniversary of the Cominenceme�nt Date, and on, each anniversary of the Commencement Date thereafter, Rent shall irkcx�ease by 41 an. amount equal to ,3%i abovethe Rent applicable in. the immediately preceding le,ase year. 23. ment of Rent., All Rent shall be payable to the Town of Mar n. ., 1.1555 W. Gvic Center'DrIve, Marana, Arizona 856,53; Attention.-: Finance Department. Article ,3. PermissibIe Use 3.1. In General. The Property may be used. by -'Lessee for the transmi.ssion and reception of radio communication slgrkals and. for the construction,, installation, operatioq, maintenance, replace mnent; and re,pai,r of related. support facilities (Such as tower and base, ante-n-nas, mi crowa-ve di.sht-,1,s, equipment shelters, and/or cabinets' 'but only for the provision. of what is commonly known as cellular telephone service (whether or not techrklcally referred to as Personal Commu,nications Servi"ce, or sonie otherterm,) by the use of personal wireless service facilities" (assu.ch phrase is delmed irt §704: of the Federal Te,l.ecom,m,un:ica-t:'Io.iis .Ac,t of'1996, Pub., No. 1,04-104, 110 Stat. 56 (1.996), partially codified at 47 U.&C. § 332(c)(7)(C)(2), hereinafter ""'1996, Act Sc.-,1..ction 704") and n(-,)1- for any other purpose. Lessee shall, at- its expen.se, comply with. all present: arid future federal., state, and local laws., ordinrances, rules and regulations (Including but not limited. to laws and ordinances relating to health, safety., rawo frequency emissions., and. radiation) in connection wnth 'the use of (and, operafions'. maintenance,,construction,axi,d/or installations at) the Premises. 01Y1`10N AND COMMLA'N.I.C.Arl."�.ON''.FACi..,,I�l'Y'1'1',AL� "I"M.(.")BILE/CONO'I'M.NFlA,Nl'!A',Ris VE CC MMUN Y PARKSY141'�� 8/24/15 Marana Regular Council Meeting 02/21/2017 4. Page 50 of 158 3.2, Mainterra nc�e of Govern-m�ent- A,P,Prov-a.,Is. Lessee shall. be responsible for maintaini.n.g during-the Lease Term all Governnwnt Approvals, as defined in.paragraph 4. of the Option Agreement,, above,, that may be required by any fe.d.eral, state or local authorlities for the use of the and. the conduct ofils business related, to -the P eni,:i,ses. 33. Additional. Providers. Lessee may allow third party telecoiyununi:cations p r 'ders ("'Add1"tional Prov"1 ders" to co-locate on the tower within treeess Lee ovi F 41 01 acill'tiesI ., as described. in the Site Plan attached, hereto as 'Exhi.biftC and "incorporated herein, by this reference. All persons, other than Lessee, providung telecommunicati.01AS servicc,is from the Lessee. FaciIi-ties or CO-locating on the tower within. the I.,ebssecx Facil iti es shall do so only as sublessc-s-es of Lessee "in accordance. -with the provisions of Article 9 of this Lease relat'rng toletting,, All Additional Providers, shall. hold. a. valid. telieco-minu,n,icati.ons, ,Iicerns,e during any period of time that the Additional. Provider co- rotates on or ot'her,wi'S,C`I 'US(I!s the 'Premises and/or fry ek, 'Lessee Facilities,, �or any part thereof,for telecommunications sery-ices. . . A.tws,, Less ee shall. comply with,all applicable laws, includ,i-ng- 34Compliance wih La but not lunited to zoning and environmental 'laws relatitig to its use and. possession of' the Premises for fl-ie purposes, provided in this,Agreement. Arti'd.le 4. Absence of Warranties Lessee has leased the Premises after a full and complete inspection thereofas. well as the 'title thereto,,. and knowtedge. ofitsPresent uses, and nonuses. Lessee accepts, the I Premises 'in the condition �or state in is the Premises now eist: without any representation or; warranty, express or impl,-ilea i..n fact- or law, by 'TOWS and without recourse to TOWN, to the title thereto,, the nature,, condition, or usability thereof or the use. �or uses to which the Premises oran y part thereof may be put,, �except for the, Warranty of Quiet Enjoyment set forth in Article 16 below., TOWN shall not be f 1-it es or to make any repa Iter ati-ons in.or to required. to furnish an,-y se,iwices, or aci i i ixis or a the Premises curl to provide any off-Premises, improvements, such as utibbes or paving,, or other forms, of access to the Premises., othet.- than what may already exist as of the Commencement Date. Le,ssee assumes -the full and sole responsibility for the condition., construct,wn, opera tibnl repair, demoll".t.ion, replacement-, ma-Iffitenance., and mann geme,nt of Premises,, Aalkle 5. Improvements 5.1., Losse elacillties,, Les-see has the -right to construct,. mamtaiffi., install., repair secure, replace., re,.niove and, operate on, the Premises w'lr�el.ess,,c.omm,u,n'lca.t-*Ions facilrte c,"S, lincluding but not I'ImIted to a, foundation, utifity line.s., transmission lines, an. air .0 4, ji 01. conditioned equipment shelter(s), ai:id/or an air coriditionod equiprncnt room,, electronic 41 equipment, tran.smitting and. rece,ming antennas., m-i"crowave dishes, antennas and I 011'710N AND WI.RJ",LJ-,.5S(,"()MMUNIC.A"rj()N FACH.xry DiA51"", PARK SY'lli /24/15 Marana Regular Council Meeting 02/21/2017 Page 51 of 158 5. equipment,, a power generator and. gle-ner ,tor pad., and supportina equipment and structures,,, and security feiwing (""Lessee Fac ili ties-") as generally described in. the Site Plan attached hereto as Exhibit C and incorporated herein.by this reference., 52. Utility Lines. Less e-e at i.ts own e xpense shall in tall utili"ty fines in the approve(!' Access Routes to the Site necessary for Lessee Facilities and consistent with approval of the u.timlit y company. 5.3. Construction. All Lessee Facilities sha.11. be constructed and iffistall.ed at Lessee's, 0, sole cost and epee and ire good and workmanlike manner. Lessee shall obtain TOWN's, prior approval of con struc-tion plans, and specifications for the Lessee F a cl'11 tl"e s whi'ch shall not be unreasonablyI, w"thheld., All Lessee Facilities shall. be c-onstructed or -'installed in compli-ance with, specifi"catin s ofplans approved, by, TOWN, Within 30 days after co-mplction of construction, Lessee shall provide TOWN" with as,-bu.flt drawiffigs of the Lessee FacflitliS,., 54., Performance 'Bond. Prior to the commencenitent of any construction on the; defiver to TOWN a performance bond. i,ri an, amount deterinined. based on 'TOWA's reasonabIe estimate of the tot .1 cost- to construct the improvements described inExhl'bit Q,, th,e.SitePlan, plus,a reasonable contingency. 55. 1.1en-free Construction. Lessee shall. keep� the 'Pre-Amises and all improvern,eras ............. P thereon free of any rnechanle's or materiatmen's 1.1'ens or hens, of any kind or nature for any work done, labor performed, or material. furni'shed on or to the Premises. If arly hien is fifed, Lessee. shall, at its sole cost, cause such lien -to be; removed from the Premises it in 30 days of notice or becoming,aware of the Hen. 5.6. 'Title to Improvements. Titleto the U--)ssee. Facilities, and. any equipment placed �on the Prem.i'Ses, by Lessee shal.lbe held. by Lessee or its lenders or assigns an ire not fixtures, unless aband.oned. with permission of TOWN' pursuant to paragraph 5.9 (Removal or-Abandonmenj), 5.7. After .ti on or A t. i ial I i i i ro:v.ei.I.i,e t i.,t�. Except, as otherw-,ise provided in. -this F I I Agreement., Lessee shall. make no alterations or aaaffiona.l. iimproveraents to or upon the Premises beyond those described in, the plans, and speci'f icati"ons approved by TOWN w"not hufirst obtaining written approval of TOWN. TOWN's consent shall not be - I f e sae o requilred to replace the Lessee Facihiti'es, with. equ.i`pment t1-at is o. .thmr smaller size and, san-te-, or less, weight as, thexthen-existing Lcassee Favi tities as long as Lessee's, i A nstallation, operatioii.and maintenance '1 see Facilities does not damage or int erfere in any way with TOWN operations, or related acti'vifies or, other h ssee or licensee acti"Vi'ties lin ex][stence as of the Commencement: Date,. Further, nothing herein. shal.1 Lessee from ma 4, tai it the Less,e,e Facilitit eplacing equipment due prevent- I I I -,-�s, or from r to wear a.,n,d tear or technological advante m.ents pi:-otd ed that such accoi-nmodatiOTIS coixiply with all, req.uiremeats �of this, Agreement., the 'TOWNCondlifional Use Permlt, muru,cipal Code, Land 'Development (Zoning) Code or othesr: requirements. Approved afterations, addifflons, replacements and -upgra.d.es hall come - f Lessee Fac fli,tWIS .part o -used. 'n this A, -nl as that term-is n ,,ent I gree 4 01-9710N C()MMUNICKHON FAcri....r'i"Y bi'ASiz,AGRE1.'.N1,,N]`!.! M-UNFlY PARKS."ll'i 8/24/15 Marana Regular Council Meeting 02/21/2017 6 Page 52 of 158 '5 8'. Maintenance. Lessee at its own. expense shall maintain, the Premises, and the. Lessee Facilities in good. repair and in a maiinersuitable to TOWN as not to conflict with any adjacent TOWN operations. 'Lessee shall. have. sole responsibility for the nialntenance,, re nd.security of the Lessee Fadlit' .pair, a 1 1 I.C.'s. 5.9. Removal or Abandora-nent. Unless TOWN 'in writing aflows or requires Lessee to abandon. the Lessee Facilities in place,, Lessee at its sole expense shall. remove, the Lessee Facilities on or 'before the expiration or, earlier termination of this 'Lease Agreement. Such. removal. shall. be done in a, workmanlike. and careful manner and, w ithout flit erference or- damage to any other fad lities or operations on: the Prems, Lessee shall repaix' any damage to the Premises caused. by- such removal 'to the reasonable satisfactlion of TOWN. Title to any Le.ss,e.e .l'-'v'ac�"Ill,t"l,es which are abandoned in place with 'the written ,permission of TOWN shall be deemed transferred to TOWN,, in. their then a.s-.is conditi:on, wi.thout coinipensation to 1,esseel, Said abandoned Lessee Facilitiesshall. thereafter be;the sole property of TOWN, Article, 6. Access and.Utilities 6.1. Access to Site, TOWN shall Provide Lessee, Lase l's employees, agents., contractors,, Subcontractors and. assigns, wi,th access to the Site. 24 hours a day,, seven. days a -week, at -no charge to 'Lessee. Lensse.c,,�), shall comply -with, reasonable security r " reqwrem.en.ts of'TOW'N related. to accessing th.,e Si t-e* 6.2. 'Non-Exclusive Access Routes.. Lessee, Its ,. agents, employees and contractors shall have a non.-exclusive right and easement-for pedestrian andvehicular ingress and. egress across., and Lessee shall have an easement for utility firies to. access the Site, via the Access Routes described or depicted generally In Exhiblit C. 'TOWN and Lessee each shall conduct operations, within the Access Routes so as to. cause i-ninimal, or no interfere nce to others. 63. Maintenan,ice of Road TOWN maintain allaccess roadways from. the 4. manner suA. nearest public roadway to the Prm e -1ses m a aefficien-tto a1low- pedestrian and itw vehlcular access at a-11. times under normal weath.cwr condi ions. TOWN shall. be Jbl . 4, 1 1 responsi, e for Tepairing such roadways., at wts sole expense,, except for any darnage caused by Lessee's use.of such roadways. 6A. Pa-Iment of'Utifities. 1,essee shall, at its own expennse,, i.n,s,tall ,Lvep�a.rate iin,eters for electricity and oth-er utilities necessary for Lessee Facili..ties and sha-1.1, timely pay all utilit.y charges associated. therewith. Artick 7. Interferenc■ e 71, Interference,) w�lth Exisfigniz,Uses, Lessee"s instaflation, 01P L-Iration and main.tenance. of Lessee Fa it shall not da.ma.�,.,r e or linterfere in ari.y -way with TOWN operations or related. activities oi,.-- other exist-Ing lessee or ficensee activities In existence as of the Commencement Date. 1_.essee ag,lves to cease all such actions which materially A r 01.1110N AND WIRI-A-1,1�,LiS COMMUNICATION FA.11.,YN TAL R0_;;,qt1tzv L,,,COMMUNII'Y PAIrK,'3)1113 8/24/15 Marana Regular Council Meeting 02/21/2017 7 Page 53 of 158 i-nterfere with exi 1st activi"tioes upon, written notice of such 1"nterference; provi'ded, however, in such as 1..,essee sliall h ave the right to tern iinate the 1.ease. 72. Interference and. New Uses. sus equerkt to Lessee"s, exercise of Its Option, as set forth in paragraph 6 of -the 0-pfion Agreement, TOWN will nott and wiffl. not perrnft its 'lessees or licensees -to,. instal-1. new equipment on or mak.e,any alterations to the Pry se or property conti",guous thereto owned. or controlled by TOWN", if such modiffi.cab ons are likely to cause a material interference wi'th. Lessee's, opera.fions. In. the event interference occurs, TOWN agrees to use best efforts to efi*mi.nate any materlial interference within a reasonable time period, TOWN's failure to comply with. this paragraph.shall be a:material breachof this 1,eas,c> Agreement,., Article 8. Fees and Taxes Lessee shaill pay, as they become due and payable, all fees, charges.,, taxes and expenses required for licenses and/or perm-Its required. for or occasioned by Lesszee's use of thes, Premises, Lessee shall pay all, real and persona,1. property taxes assessed against the Lessee Faci.fiffl*es. TOWN shallpay when due, all, real property ,taxes and all other taxeos, fees and assessments attr-ibutable to the;Premises or flus Lease Agreeinent. Article 9. .Assi'gn,m.ent and Sub1etting 91. Assignment. 1,,essee may ass,i'gn the Lease .Agreememtto another company, with. TOWN"s written consent, wh.I*ch shall. not be unreasonably wlithheld.; provided,, however, Lessee may 1) assi'gn or transfer this Lease Agreement to, a, fiffianclally viable parent, subsIdiair y, or affiliate,,., with TOWN consent, and, 1i) Lessee may assign the Lease Agreement to a commercial lending institution. sol-ely as security for financIT19 ithout TOWN consent. In.the event of an as purposes wi . gnment,, assignee shallass u-me all obligabons and. 1.1'abill.ties of Lessee, known. and, unknown., under the Lease. Agree iriestit nsing both.before and of Ler the assignment date. entity - is assig 9.2. Bankruptcy. Any person or enti to which this Lease Agreement ;Yned oi transf'erred as part ofany bankruptcy proc eed.iffig shall'be deemed w'tthouffurther act to X assueted. all of the. liabilities, and. obliat*i,ons, o_ g �f Lessee arising under this I L),a.s,e- 4, Agreement on, and. afterthe date of such. assiignment. Any such assignee or transferee shall upon demand execute and deliver to TOWN an in,str ument confirmi'ng such assumpti'011 0,11 transference. Any mon-.fesor other consiiderat'i'ons payabie. or otherwise to be delivered, in on with such assignmerA or! transference shall. be paid to "tute "'prop e.rty"I of TOWN,shall.be the exclund sive property of TOWN, ashall. not constI the Lessee or of the estate of Lessee wit hiffitie meaning of the Bankruptcy Code. Any monies oT other cons.iderations, cons titutiffig TOWN"s property under the precedling sente:nce not pai'd or- defivered, to TOWN shall be held in trust for thel, benefi"t of TOWN and be promptly, paid. toTOWN. T 00MM'U N.LL's; �'AIry���M '�F Y���;�p ��i ii�.+l�wri.�A'w�il✓M Y.P�V'l A 8+�i•�'t��L■A611��nA.ll...l'�� NFiiif'If.b�4../'•d' �iiY�.F.��..vY Sl�.�Y 11N�' .�.� ...N����.iR..iY r+�:. 8' /24/ ' 15 Marana Regular Council Meeting 02/21/2017 8 Page 54 of 158 93. Sublet Except as provided in paragraph-s 9,,:.4 and,. 95 belowl Lessee may not sublet any portion, of the Property, the "Pre- i. or the LeAssee Fac-illities without the prior written consent of TOWN, which conssent may be. withheld for any reason or no reason in TOWN's sole discretion.., 9.4., AddlitionalProviders as Sublessees. Lex,cssee may- allow Additional Providers to CO-10c.at upon.the tow i. within the, Lessee, Faciliti 0 es, as set forth in.paragraph 33 above and this paragraph. 9.4, provIdied that each, such Additional Provider is a sublessee and. that Lessee and each such sublessee comply- with all �of the applicable terms and c ondffl- i*i i.ons of this Lease. The sublease of the Premises, the Lessee Facilites, or any part thereof., shall not rel.i.eveLessee of any obligations, responsibilities or liabilities Lessee may have under this Lease., 94.I.. If Lessee des i'.res to co-locate AdditionalProlviders on'Lessee's towe�t- within the Lessee Facilities, Additional Providers, shall be required -to obtaiin. a. se6parafe ground. lease from."IFOWN for ground space on the Property-and, a separate sublease from Lessee for space on.1_.,essee's tower,, The Parties understand that: (i.) TOWN and U, ssee all reasonably cooperate to locate Additional. Providers on. the Property; (11) TOWN may not charge any fele -to Lessee foi,.4 subleasing, space on.Lessee's tower-, (1.11) Lessee shall n,otbe liable to TOWN in any way forfailure to ente r into, maintain, or renew a sublease with A.d.dibional Provid.ers for the use. of Lessee's, to '; (i v) TOWN sliall j-iot be liable to Lessee in any way for failure to enter- into,, maintaiin. or renew a. ground lease with. A.d.d.l'ti.oii,alProviders,,'or the use of TOWS Property, (v) Lessee shall have the right to determine -in its sole discretion whether it: will sublease any portion, of its tower; and (Vi) TOWN shall I-lave the rigbt to determine. A. in its of discretion. whether it will lease any portion of its Property to Ad.d.iflonal Provid.ers. 9.4.2. if Lessee subleases, space on Lessees tower within the Lessee Facilities,., Lessee shall recelve 100% of any rental paid. by Additional Providers,f'or such.space., If TOWN leases, ground space on, the Property, TOWN shall receive 100% of any rentax.1 pa,ld, by: Additional ProlvIders for such gi,.�ound space. Addlitional Providers shall be instructesd, to pay the foregoii.ng percentage amounts directly -to TOWN and Lessee,, 'Lessee shall not be zees on to TOWN for the coil ec-tion or payment of rents by Additional 11'roviders, to TOWN., and TOWN shall not be responslible 'to 1.,essee for the collection or menn pay of rents: by Additioal Providers to 1.,,�(,-��ss,ee,, it to• the other Party in the event-of failure of payn'tent Neithe�r Party shall. have hai b .1 byAdditioti-al Providers, 9,5,. Subilease Reguirei-n.entts. All of the following req'uirem.ent!L;7, must be met prior to any sublease to an,Addit-ional Provider for collocation purposes: 10. writing, (b), 'dentify the Additional Provider as 9�51, All sub1.e.as(.-.w,,s: Lshall (a) be in I the sublessee, (c) require the sublessee. to comply with all of the terms cand conditions of this Lease to the same extent as, Lessee rnust comply., and (c) be acceptable in form t-(--) the Marana.Town Attorney. 01-71110N A NT)WRI-i LISS C .11 4 "1 OMMU'NIC.A,,riON']'-P�A("N�Li'l"Y'Ll,.',-AS�'i�,,AGRE"EMEN'r: 1"'ARKS1171i, 8 e24/1.5 Marana Regular Council Meeting 02/21/2017 9 Page 55 of 158 9.5.2... Lessee and sublessee shall,., at their own expense, obtain. a-1.1 necessary zoniqg, land use or similar approval s for the collocation on the Premises. 9.5.3. Lessee shall furnish TOWN with. a. set of -the plans and specifications for any alteration of the Lessee Facilities or the 'remises re quired for the Additional I I 1 0. , Provider to collociate. on th..e tower wfthi,n the Lessee Facflifles, *ncluding, but not limited to, any additional antennae, power source or related equipment and improveme,.nts. Prior- to: the commcancement of any construction. or installation of any such alteration, TOWN shall have determined that the, alterations are acceptable and. shall have reviewed the plans and specidications and. determined what additional.Permits and zoning re-qui xements,ii any., are appli F cable. Article 10. Default and.Remedies 0 1.01. 'Default-'by Lessee. Lessee shall be deemed in. default of this Lease ifany- of tlie following occurs* MAA. Lessee fails to pay Rent in. com iance with Article 2 of this 'Lease Agree!ment or any other sums to rOWN when, due, and does not cure such defi-lu-It within ten days,of receipt of written notice from TOWN, or 1.0.12. If Lessee fails to comply with the performance of' any other covenant or condition,of this Lease Agreem,ent and does not cure such.other default within.30 days after written notice from TOWN specifying the, default complained of, unless such. default carinot reasonably be-, cured. within 30 days, in.which case Lessee will. not be 'in default as long as Lessee cornmences to cure the default-within the 30-day period and d fl-igently pursues such cure to completion;or 10,13. lf' Lessee abandons the Premises and falls to pay rent or otherwise comply- with the requirements of this Agreement for a period.of four months�oir longer, or 101A. If Lessee is,a4judicated asbard<rupt or makes any assigiunent for the benefit 1.oora,lf,cred"t 102, TOWN's Rem-edi'es, in, Evexit of 'Lessee Default. In the event ofa defatult by 1,essee, 1"OWN' shall. notify Lessee,,,, in. writing of said default, If Le, fai"Is 'to cure within. 30i days after the date of the notice, or in. such, other applicable tirne, period. as -u -N of any other remedy avallable to. outlined above,, in addition to and not excl sivL TOWN by operation of' law, "FOWN' shall have. -the right, at its tion to terminate the, Lease A -, .gr AL -Nmertt in wh`ch event- Lesseeshalli'mmed.lately remove the, Lessee Faci 1 ti C-411141 and pay "FOWN a. sw .n, ofmoney equal to t total. ()f'*- 0 the amount of'-the unpaid Rent accrued through the date of termination t and (ii) any othei amount- reasonably 'necessary" to compensate TOWN f'()r all. detriment proximately caused by Lessee"s fa.'ilure to performs its obligations under the 'Lease. 1.013. Cure by TOWN'. In. the event of a default of this Lease Agreement by LL`,SSCC� that'11POWN reasonably be'lieves will cause da.mag"re to property or inj lury -to person if left OFTION AND WlRf`LESS COMMUNICATION Fv% Com'MUNrry PARK'SA"T'J"o, 8/2415 Marana Regular Council Meeting 02/21/2017 10 Page 56 of 1 8 V in uncured, TOWN may, after the expiration of all. notice an.d. cure periods pro ided. this Agreement, cure the default for the account of and at- the expense of t'he Lessee, If TOWNis compelled -to pay or elects, to pay any sum, of mon ey or to do any act which will. require the payment of any sum of more or is reasonably compelled to incur any expense, including reasonable attorney fees, in. 1.nstit uftng, prosecutiny oref endiong any act-Ion to enforce TOWN's rights under this, Leasel the sums, so paid by TOWN, with all. interest, costs and, damages shallbe deemed to be Additional. Reantal and shall Tie d.u.e from the Lessee to TOWN on thefirst day of' the month following the incurring of the respective expenses provided that TOWN has provi-d-ed Unssee witb reasonable back-up documentati 0 on. 1.04. 'Default TOWN. Except as otherwise set forth in thiis paragraph, TOWN' shall be in default if TOWN fails t o comply with. the Performance of n. covenant or condition. of this, Lease Agreement and does not cure such other default- wit`yin 30 days after written. notice from Lessee if In the failure to coi-n-ply, complained of-, unless such faflure to comply cannot reasonably,be cured-within.30 day-st in which�ca,se TOWN will, not.be in default as long as 7FOWN commences to caret aiture within.th,e 30-day- period and diligently pursues such cure to completion. With regard. to any covenants or conditions, of TOWN related to 1.,esse-ex's access or interference with. its use or operatioi,i, ofLessee Facilities, '"'FOWN shall be in default if It does, not cure such failure to comply within.seven.days of its receipt of written notice from Lessee, unless Lessee"s service. is interrupted by the failure to comply. IfLessee"s servic-e is, interrupted. by the. failure to comply, TOWN all be in default if it does not cure the, failure to comply- w-IthIn 24 hours, of its receipt �of wrItten notice from Messes. In th.�e. event of a. TOWN default and failure to cure, Lessee may ter-minate this Lease upon written notice to TOWN and shall immediately remove the'Lessee Fac flities as set forth 'in paragraph.5.9. Article 11. Voluntar y Termination 11J, Voluntary Tenn'n,afio Le ,�sseeThis Lm ease Agreement ay be terminated i ni, by by Lessee without further 11abl.fity ,on, 30 days' prior writtc,',in notice (1.1) if L e.ssee is unable 11. to reasonably obtain or maintali,.i, any certificate, licemse, Permit authority or- approval 0, -ty governm om in from aj ental authority, thus., restricting Lessee fi stalling, removi,ti&, 'A' R. * . .31. replaci.119,, ma�'I.ntaining or opera ting the Lessee; Facilities or usm,g Premises in the manner intended, by Lessee; (li if Vas seedeterm)"bes 'that the Premises are not appropriate, for ii,tsoperations for economic, envi a ronniental or techi-,i,ological reasons, i V.nclu .0 iithout finN ') essee dg: wmitatlon,, signal strength., coverage-, r i.n.terference,, or (iii L othe-r,wise determines, witnin its sole, discretion, that it will be unable to 'use the Prernisesfir Lessee's intended purpose. 11.2. 'Voluntary Term"naflOWN',o 1.1..2.1., Duringthe first Renewal 1erm, ('.Years 640), this 1,,eas(,,,.x Agreement may be tern WN MI gut further fiabi,.11.,ty -to Lessee if TOWN" reasonably ed by TOth OFFIONAND C0MMU7I'1K1`ATJ()N AGRI-il-''M1,,1,,N11: Rr'si"'awi;COMMUNITY PARKS111i 8/241 5 Marana Regular Council Meeting 02/21/2017 Page 57 of 1 de rmines termination 'i's necesssary to serve, a governmeri-ta-1. (non-pr oprie-tary) purpose., upon�one year's prior written notice -to Lessee. 11.2.2, At any time after -the first Renewal Tearm. (year 11 or subsequent), this Agreement may be term-inated. by- TOWNwithout ffirther liability to Lessee upon one year pri-or written, notice to Lessee. V Article,12. Damage or Destruction of Lessee Facel i-ties If the Lessee Facilities, or any portion of the Lesse�c-��, Facilities are destroyed. or damaged. so as to materially interfere with effective use of the Lessee Facilities -through.nofault or negl-ligence, of. 1.eYseef Lessee may elect to.terminatew thisLease Agreement upon.301 day-s" written. notice to TOWN. In such. eventl Lesss(,,).. shall promptly remove the Lessee Facilities from the Premises as,set forth.in pai�agraph 5,9 and this Lease Agreement (and Lessee's obligation to pay rent.) sha.1.1 terminate upon Lessees ful.h.11ment of the same. Upon termination.,, Lessee shall be ei-titled to,the, reimburseme.nt of any Rent pilrepai . ley Lessee. OWN' shall have, no obligation. to repair any damage to any portion. of the Premises. Arficle'13. Condemnation If thePremises are ta,en by emi ne nt- d oma Imo, this Lease. Agreement shall. -te,rminate as of the date titleto the Premises vests in the condemning authority,, If a portion of the Pr(--nn,ises is taken by- eminent domain so. as, to mat er"ally hinder eff ective use of the Prerruises by 1..,essee., as determined by Lessee, then Lessee shall havethe% right to terminate's this Lease Agreement as of'said date of fiffletransfer, by giving 30, days" written notice to TOWN., in the event of any taking- under the power of eminent domaffi,, compensation s hall.be as dieterM1 fi-ked by applicable law. Article 1 . Indemnity. 14J. Pl*sclaimer of Lia. TOWN' shall not at arii.y time 'be liable foil injury or dan-tag,e ing to any person. orprolperty f sewhatsoever arising out of occurr from any cau Lessee"s construction,, maintenance., repair. use., operation, conditi-on. or di al of the Premises, unless such, injury or dar age,. is caused by the: negligence or- willful misconduct of TOWN or TOW N's employees. 'Lessee sh-al.l. 'ts: sole cost aiid expense,,, indemnify and hold 142. Indemnification, at I h 4. ,armless 'T'OWN and all. assoclated., affifiated, allied a.,ii,.d subsidiary entit .le-s of TOWN', ex,ist" here�inafte.,r created, now . in or , and. their 'respect ive, officers, boards., commissi.0.11.S.1 employees, agents, attorne,ys., and contractors (hereinafter referred, to as, "Indemnitees".), from,and agal"nst: 14.2.1. Any and, all, habillbes,, obligations, damages, penalties, claims, liens., cost-fir .3 charges, losses and expenses (-'Including, without llmitation,, reasonable fees and, mposeL. expenses of attorri,eys, expert witnesses and. consultants), which may 'be i !I. I T A I U)MMUN'tTY. 01y'HON ANT-)'WIRI LEIRS,COMMUNICA."11CM FAcu..,,rrY 1,17ASli.. I PARK 8/24 IS Marana Regular Council Meeting 02/21/2017 1.2 Page 58 of 1 upon, incurred by, or be. atsserted against- the Indemnitees by reason of any act or O � 4 mission of Lessee, its, Personnel, em.p.lo yees, agents,,,, contractors or subcontractors, I in. pers Ir 1-y Ij_ ackness, disease or death. to any Person result ng onal. 'njury, bod"I , jury.,., S. ordamage to, doss of or destruction of tangible or int angibI e% property, libel, slande�r, invasion of, privacy and. unautliorized u,sex �of any tradernark, trade name, copyright, patent,, service mark. or any othe r right of any person, firm or corporation, which. may ai,iise out of or be, in any way connected with the construction, ij,,istallation, operation, maintenance, use or condition of the Premises -or the Lessee's fAflure to comply with ani,federal, state or local statute, ordinance or regulation. 0. 14.22. Any and all habilities., obl"g le,1151. costs�. 1,atlons, daniages, penalties, claims.,A� c WIthout limitation, reasonable fees and harps, losses and expertses (Includin,& expenses of attorneys, expert witnesses and other consultants), which are unposed. -hc -xmn*tees b reason of any clatni or fien-I to upon., incurred by or asserted.against,t, no, Inde 1 Y the extent arising out of work, I-abor, mi, ,aterials or supplies provided. or supplied to 'Lessee, "Its contractors or subcontractors, for the installation, construction., operation, maintenance oruse ofthe Premises and., on the written request of "fOWN 'Lessee shall cause such. clalm, or li P en covering TOVVN's property to 'be dischargeld or bionded 1 Witb"n,30 days,follow,.in ''Les'sewe's receipt of such,request, 9 14.23. Any and, all liabilities, obligations., damage.s, penalties, claims, hems,, costs, Charges, losses and expenses (inclu inn4 a."I 1 ble fees ad witnout lim1tafion, reasona n expe,nses of attorneys,expert--w itnesses and.consultants), which may be imposed,upon, incurred by �or be asserted. against the Indemnitees to the extent: caused by any * 1-ig Lr by essee oIt a s ffillates -for v loolation s of the common financing or securiti1 es offerii law or any; laws, statutes, or regulations of the State of Arizona. orUnl*ted. States, including.those of th.e Federal Securities and Exchange, Commlission. 14,24. Lessee"s obligation. to indemnify Inod enu-ii tees -under; thims Lease Agreement shall. not extend to claimsdosses, and other-matters,covered hereunder that are.caused or contributed to by the negli.gence or willful.FIM'sconduct of one or more Indemn-itees. 0, 143, ''Lessee.'s Right of' Rescove Nothing herein. shall be construed -to waneLessee's rights to seek recovery against TOWN for TOWNs negligence or willful misconduct other than lost profits or revenues caused -to Lessee'soperat'ions,. or to seek s re.covery against third persons for any damages or caused. to property injury to person. in,, upon or about to Premises by such.other persons. 144. Assumption, of Risk. Lessee undertakes and assu-ines for its: officers, cants,, aff Ill ateNs, contractors arid subcontractors and einployeeNs (collectively "Tusseve"' for the purpose of this paragraph 14A), all risk, of dang�erous condit,ions, if any., on: or ,bout the Pses, an -id.einn*fy and hold harniless the IndemnItees remid. Lessee hc�sreby agrees 'to ii 'I against and. from any claim, asserted or, 11"'abillty imposed upon the lndernn6tcees for 0. * personal injury or property damage to any person ('Other than, frorn Indemnrte e's, negligence) arising out of I essee's int a I lati.on, operation, maintebnarice,conditionor use of 01710N AND WIREL[7.,R(,'.i COMMUNICK110N F"AUT.,rrY RI-SEIZVIE',U)MMUNrIVY PAI�X S1711E -8/24/1-5 Marana Regular Council Meeting 02/21/2017 Page 59 of 158 13 the Prennises or- Lessee's fa.11ure to comply with any applicable federal, state or focal statute, ordinance or regulation. 14.5. .Def ensc. �of Indemnitees. If any actl'on or proceeding-shall be brought-against the s, by reason. of any matter for whick. the Ind nit :s are, 1 nde=tifi,ed here-under, Lessee shall, upon notice.from any of the),Inderm-utees,atL Lessee sole,cost and expense, resist and defend. the same, with legal, counsel. in,ext ll selected, 'by Lessee and TOWN- provided however, that Lessee shal.l. not admit liability in any such matter on behalf of the Ind einnitees without the written.consent of TOWN'ars d.provided further that Indemnitees shal".1. not admit liabilityfir, icor enter into, any compromise or settlement of, any claimfor which.they are in tnin.lfied hereunder, without th..e prier written consent of Lessee., 014.6. Notice,,Cooperation and Expenses. 1.4.6.1. 'FOWN all give Lessee prompt notice of the making of' any claim or 0 commencement of any actlion, swi,t or other proceeding coveredby the provisions of 0. this, Article, Nothing herein shall. 'be deemed to prevent "I"OWN from cooperating with Lessee and participati.rig in the, defense of' any fitigation by TOWN"s, own counsel.. "Lesseeshicill pay al.l. reasonable,, third-party, out�ofTocket expenseS ,i I ncurred: by, TOWN' in response 'to any such. actwns, smarts or proceesdi:ngs. These i expens;es shall, include all reasonable, third-party,,, out-o f,pocket- expens(,,?s, such as, attorney fees, and sball also. -*include the reasonable expenses of "FOWN's a;)rents, ernployees or expert witnesses, and. disbursements and liabilities assumed: by on41, TOWi N' n cnection with. such suits,, actions or proceedings but shall not include ,attorneys" fees for services that are unnecessarily duplicative of services, provided TOWN by Lessee. 1.4.6.2. If Lessee requests TOWN assist it in such defense then Lessee shall. pay all reasonable, third.-partyl ou-t-of-pocket expenses reasonably i'lacurred by TOWN in response thereto, including defen.ding itself with regard toany such actions., suits or pro c;eedings, These expenses shall Include all out-of-poicket esxpeases such as s reasonable attorney fps and. s )nses of" TOWN'hall. also linclude; the reasonable expe- 11L. �. a I A *1*1 t* ge.nts, eniployees or expert w*ftiesses,, and. disbursements and liabi i ies assuined by JUWN'in connection with such suits,,act-tons,orproe L,,,edings. ee 14.7. ]'-ndties and Incur nce Cumula1., tive., ess "s obligattions -to Indemn,if emniy do not di'minish. in. any may Lessees, obli.gations to insu're.; and Lessee s obligati.oins to I ws es insure do not di-mi in any way Lessee"s obligati ons: to indei-ri m*fy. Lese/ 1. 1 ar nce are in.addition to, and do not limit, any obligations to nd.einn*fy id, provid,( insura 4, 11M and.all other liabilitic',.-s or,o,t)ngafions �of Lessee under or conne-icted with this Agreement. The amount and. type of insurance coverage required, by- this Agreen-tent wi,11 in, noway be construed, as 11 milingthe scope of the iind.c',!mnitlin this paragraph., 11110 V'ANI)WIRETOR37S C(.')MMUNJCXF1(`)N FA(."13•.,r'rY LfiASI.,�', .II�r.e ak W i•��ry m.�.�w A,.�v r ,91'41 eli,'�.U V 1•l 'B•; .�.. R'LzLsa,',,!izvi..i 04 WMUNri"Y T."ARK ST.I.T.3 8/24/1.5. Marana Regular Council Meeting 02/21/2017 14 Page 60 of 158 ArtIcle 15. RegulatedVHazardou.s Substances Indemni.,fica,fi*on 1.5.1. A,p pfi*cable Laws. Lessee, recognizes that assuring protection of public health, welfare and the environinera, ftom activities upon, the Premlws during the Lease Term is an important consideration for TOWN and during the Lease Term the federal., state and 'local, laws, rules, regulations and ordinances relating -to pollution, protection of the environment, public heafth,, safety or industrial lei. (hereinafter referred to as the "Applicable Laws,"') will change. Lessee warrants that throughout the Lease- Term, Lessee will. maintain compliance with all Applicable. Laws w-fth regard to its use of the Premises. 1.5.2., Re�,ulated Substances. 'Lesseefurther warrants, unless, 's lose andagreed to by TOWN, that no liquid.,, solid., semi"-sol-id or gaseous Regulated. Substances, as defined. here�;In wl-uch are, or duriffi,gthe Lease, Term. may become, subject to regulati[on. under Appficable Laws, will be used on. the Pr emi'ses In violation of any Applicable Laws,. ""Regulated Substances" include,, but are not- limited to, any ai-i,d all substances,, materials or wastes regulated under the Resource Conservationend Recovery Act, 43 U.S.C. Secfion 89,09 I et seq.� theCom-prehensi.ve 'E,n.virontn�en-tai RespoiCompensation and Liabi'lity Act, 42 U.S.C. S(,.-,!ct'ion, 960L et., seq.; the Toxic Substances Control Act., 15. U.S.C. Section 2601, et seq., the Arizona Hazardous Waste Management- Act., ARS, i.zona 'Underground Storagex Tank Regulation Act, ARis. Sectl'on 49-921., et seq.- the Ar. Section 494 01., et and the rules and. regulations adopted and, guIdehnes promulgated pursuant to the Applicable I.Jaws,,, 01 15.I .Dischar.ges and Emis.sions., In addluion.to the her requirements of this Article 15, Lessee shall not release, discharge, leak or its or pierm-it to'be released, discharged, leaked or emitted 1'nto the atmosphere, ground,, soil, sewer syste>m, surface water or grou,ndwatri any substance, in viiolation.ofany Applicable Laws,. 1.5.4. 'PeTMi"ts. Lessee has or will timely obtain,, maintain and comply with al.l provisions of all perm.its,, ficenses, and other authorizati"'ons which are required under the Appficable Laws fors Lessee's use and. operation of' 'the Lessee Faciliti"es (here,.Inaafter refe,rrE,,!,d, to as,the "'Permits".". 'Notices Requl'red. Lessee shall 14n,me<fiately notify TOWN,, orzi.fly and i-n wri-ting, of any allegations byany governmental authority or other person or enfi-ty of' any event- ofn,on-compliance with the Applicable 'Laws or Permi*ts. Lessyee shall also and iin wri .mg, aftegatiolls by- any ImMedi'ately notify TOWN' orally fi of any -e, y ev...)--t� governmewntal authority or other person. or entity., rn s, condi ions,, C', tances i I ices ircums a,ct hies,, pra:ct* incidents., actions or pilanswhi'ch may interfere with or prevent- continued compli-azire w itl-i. App I ic able Laws, 11'ermits, or the provisions of' this Article, or whi"ch may give rise to any common law or legal habflit y, or otherwi,,;e form, the basis of any claim., achion, suit, proceeding, heariffig or investigatin bas-ed on I ,e treatment, storage i�,,posal, or related to the generafion, manufacture, di's,trIbution, us , - If ., d*L, transport,. or handling, or -the emissi"ont discharge, reh,).,ase orffireat ened releaseinto. the env irons ,laiit, of any pollutant, contaminant or Regulated Substance. le OVIIONANI.) U _4 COMMUNICATioN FACH,r"t'y L,'I'.-,ASi',,.AGRI,--.EME,N"I"., J?I,`SF,'KVf`UAWUNI.PrY PARK SlITIS 8/-.F.4,/-15 Marana Regular Council Meeting 02/21/2017 Page 61 b 1'58 -e "IFOWN' �or its authorized represei tativ aizent or 1.5.6. TOWN Inspections. I' cont-r-actior, shall, have the right, upon. reasonable notice,.., to inspect the Premises and. to . a 1 1 y Lessee relating! to review and copy documents, records,, and data ma*ntaffied. b' subistans es, used and stored. on the Premises or disposed. of, released or otherwise removed from the Premises, inorder to assure itself that Le:. is in compiance. wAh the provisions of this Article 1.5. In,addition,TOWN shal.1 have the right, at its expense,,,, to perform perioalc environmental inspections as TOWN deems necessary using the services of qualified. and duly ficensed. env ironmentat engineers approved by Lessee whose approval thereof may not be unreasonably withheld. The said. engineers shall conduct such, sampling and, testing of soils, water, substances and. emissions as TOWN' deems necessary to assure Itsielf that Lessee is in compliance with. the. provisibns of this, Article. 15.7, Reimbursement of TOWN Cois,.�ts-, Remealat,ion... If the re,sults of 'the inspecti,ion indicate a need for further testing! and/or remediation as a result of Lessee's use of the Premises in order to comply withArl"zona Department of' Environ mental Quality (ADEQ) or Environmental Protection Agency (EPA.) remediat ion standards or gui.delines, then Lessee hereby agrees t rim ! burse TOWN for its reasonable inspection costs and to pay for such additional testing and remediation. to the extnt required as a cans en of U ssee"s use of the Premises,. Should remedtation be, required. as a. 1. 1 ey deke suh consequence of Lessee's use of the Premises, Lessee shall immediat lunrtac re.med.1"ation to the extent caused, by Lessee's or its employees', agents-' or contractors' ,use of the Premises, as is necessary to restore the condition. of the Premises and. shall. &.11,gently pursue such. work to completion. Lessee's failure to timely perform, ils a.fi obliions under th'*s, Article hall cle shall be. considered a m,ateri.al 'breach this Lease, and g Lesse e-s obli I I expira ion. or igations 'under th's Article shall. continue beyond. the t* termination hereof. Nothing in this Article shall constitute a waiver of any right: of Lessee, including without limittation the right to receive contribution. from any. i - in: or entity responsiblefor contaminatlon of any part of the Premises. 15.8. 'Tern-iination. Any instance of non.-compliance with. Appli.cable Laws., Permits or the provisionsof this Article shall, be grounds for terminaffl',on. sub)ect; to tie notice and. cure rights set-forth in this Agreement,, 1.5.9. I.n.demInIfication, Tol the fullest extent perm- itted by law, Lessee agrees 'to indemnify, defend. and hold TOWN harmless for any costs of legally required remediation of environ.me,,ntal. contamination and from any claims, demands, actions, sults, proceedings, hearings, investigations, responsibility, fiabIlity, orders., injunc-fions., judgments, fines, damages, and less e,s of' any nature whatsoiever,, to the. ext , t ax 9' out of' or relating in. any way to Lessee's present or future use of, or activities or, operations on. or. at, the Premises, or arising, from or relating toany breach by 'Lessee or Lessee's agents:, ernployees or contractors of the provisions of this Article, Lessee also agrees indem-nify and, ',hold, TOWN harmless for any costs and. expenses reasonable .1 - 41 -11: 0. incurred in connectIon. the-re�wlth, 'including without hinitati.on, any reasonable attorneys" and. expert witness fees, invest1gation, clean up, removal, disposal, rine di-al, O "1CON"'FINT"'N"M.[.,.Rri",S 1.-1; V 1.C()M M UN 1"T,Y OFTIOADI)NI)WIREYLE,!%3 CMMUNICA7110N FACILVI'Y'LIZASE mil''NT:717 mbmtx PARK SY'll Marana Regular Council Meeting 02/21/2017 16 Page 6�4?14�5 corrective in any way to Lessees or mi.ti.gatnig action, costs,, fin s. and penalfies related '4 use:of the Premises., These indemnities shall survive the termination of this Lease. Article, 16. Warranty of Quilet Enjoyment TOWN covenants that so long as Lessee performs the covenants,, terms and conditions required. of Lessee contained herein, Lessee shall peaceably ,and. quie,tly- have,, hold and enjoy the Premises for the ,aforesaid. tarn and any extensions thereof',, and TOWN shall. not in. any manner interfere with. or disrupt: the Ls business or frustrate Lessee"s intended. use of the Property,, Article 17. Waiver of Lien. "TOWN hereby waives any and all lien rights it may have,, statutory or oto erwil'Sl e, concerning the I,essee Faci i les or any portion. thereof' which. shall be deemed personal property for the purposes ofthis Lease Agreement, whe%ther or not the same is deemed real. or personal propert.y under applicable laws, and TOWN gives I..essee and Mortgagees the right to remove all, or any portion of tl-le same from time to, time, whether before orafter'a default under this Agreement, in Lessee's and/or Mortgagee's sole di'scretion and, without TOWN's consent,., Any Mortgagee shall contact TOWN prior to removal. and TOWN may requIre Mortgagee to inciemn'Ify TOWN for any dainages caused. to the Premises by removal of the Lessee Facilihi�es. ,Article,1 . Insurance 18.1. Cove During the, Option Period and during- the Lease, including any exte nsions, Lessee shallmai`ntain, or use to be. maintained, in.full force andeffect and at its sole costand. expense, the following types and limits of insurance,, Thecovera,ge amounts set forth. tel 'may be reset by a combination of underlying and umbrella P llin comm-nation the fim'ts equal.or exceed those stated.oicies so ong-as bl,e s 1,.811. Workers" Compensation insuratice meefica tatutoryng app 4 nserr ance mi -with, ni'Mum limitf 0 s o $1,1010,00 : requirernents and employer's habii llity for each accident. 18:1.2. Comprehensive commercial.general, liability insurance with minimum 1 i"Mit-S of$1,000,000 as the combilned single limit for each.occurrence of bodifly 11,11ury,personal injury and property damage and $2,000,000 aggr(-_3;gate rfl-ke policy shal.l. provide , blanket ntractual liabi.lity. insurance: for all written. contracts, and. shall include cove-rage for! products and completed operations gab il-ity, independent cont.racto.r S fiab,flit y; coverage for pro der tv damagma--frorn.perils of"explosifin, collapse or dain-ageto un,derground.utilities,commonly!known as XCU'coverage,,. qI 18,13, Automobile liability insurance covering all ownc,,,.d., h1red, and. nor -ow-ned vehicles, in use by 'Lessee, its employees axi d agents to comply with, the pro visi V ons Of 0 .14 :41 1 --- 1717ION ANDWIR11"LESS.COMMUNICATION U MMUNITY PARK Marana Regular Council Meeting 02/21/2017 17' Page 6T0AA, state law with mintinum limits of $1,000,000 as the combined single limit for earch occurrence for bodily injury and.pro rt damage., M1.4. At the- start- of and during theperiod, of any construction, builders a-11--ri'sk insurance, -together with an installation flocater or equivalent property coverage cover" bles, I inery mature whatsoever which, ing: ca mater*als, machi and supplies of any nstallati'j, - on of theLessee Facilities. Upon ar(:-.A to be used 111. or incidental to the *1 completion of the Installation of the Lessee Facilities, 1,essee shall substitute for the foregoing insurance policies of fire, extenuded (coverage. and varidalism. and. inalicio-us mischief insurance on the Premisexs,, The amount of insurance at all time shall. be representative of the i 11.nsurable values installed�or:constructed., 18.15.-All policles other than thus for Workers" Compensation shall.be written.o�l,-i an.occurre nce and not,on,a 119cla it rria.d.e" basis. 18.2. Town Coverage. During- the Lease, including- any extens i"ons, TOWN' shall maintain, or cause 'to be maintained, in full -force and effect- and. at its sole cost and expense., comprehensi 0 ve corrunercial geru',.)ral liability insu• wiinimu ranee th. mm limits of -ic( -ijury, personal $1,000,000 as the combined single limIt for each occurrei of bodily i.i iIN njury and property damage and$2,000,000 aggregate,. 18.3. Additional Insured.s. TOWN and, 'Lessee, and their respective agrents., sha.1.1 'be 00 4, * 0. . W covered, as additional. ins-ureds on. all of th.�e other Party's policies r(,�qill ire d by this I OmPen, �.h:e�reir� referred to as thrticle, except for Workers' C Salion. poticies ""Additional Insurieds"')., 'This coverage, can, be provided by blanket additional insuxed endorsements. Each policy which is to be endorsed to add Additional Insurebds as her eunde,r:, shall cross-liability cross- aoility wording, follows. I . the event of a ciaim being, inade hereunder by one insured. for which another insure d *is or, may be liable, t lthis pol"cy shall cover s such.iffis'ui red: against whom a claim 'is 01* may be� made in the sarne martner as if separate policies had been 'issued to each insured. 18.4. Evidence of Insurance,, Current certificates of insurance, and endorse.ments for d. each, insurance poilicy required to be obtained and ma.i`ntained 'by Lessee in compliance. i neit d wh 'TOWN within ecutio 30 days ofexn a filed. and n-kcaffit-a i with th,113 Article shall. bc I R of this Agreement and within, ten Idays of" any renewal or change In. such policies, If TOWN is not provided current cei,-b-ficates and endorsements and must request an updat e-d. c e rtificate or end,orsemen.t., Lessc'-.),cl, shafl: pay an adm.inistrafi've fee of'$25,0100 for eachcertificate or endorsenien't so reque-sted. J I hal], beimarins pr -u 1 8 ..5 'LeeIr sse Lquraricc Pri I `!SSL-`e s, insurance sy rance with. respect toLessee's obhgati(_-)ns under this Agreement and, Ln the protection of'TOW N' as an, Additional Insured., OFTION AND WIRIIINLI'LSS COMMUNICATION FACti-11--y-D-:11,1.ASi1 AGRENNIF3KV: CommuNrl"Y' PAR F'17[ Marana Regular Council Meeting 02/21/2017 I'S Page 64'0140 18.6. Waiver. All policiesrequired by this Article,, except for Workers' 4, Compensation. and Employers '11ability insurance., shall: contain a waiver of rights of I " * -S recovery (su.brogatiort) against the other Party, its. agents,,, repiresentatives,,, Official , officers and employees for any clatrnsarisiong out of thcw- work or services of the insured. Party. The Parties shall arrange to have such s,ubrogation waivers incorporated into 4. W. each policy,via.formal written endorsement-th ejre.�to. 18.7. Representat ion of Coverage Adequacy. By requi.ringinsurance herein,, TOWN' does not -represent that coverage and fimits will be adequate to protect Lessee-. Failure to demand. evidence of compluince with the insurance requirements se.t )rt Ifln. this Agreern eont or failure to emit any any insurance defi ntciency shall not reli.eve 'Lessee from, nor be construed or deemed a wa.*ver of, Lessees obfig ation to I he required I ma ntain t insurancet at all times during the performance of thea Agrcaement,, 1,8,,8. 'Notice of Claims. Lesse,(:?, shall immediately advise. 'TOWN' of any claim. or litigation that Lessee becomes aware, ofiflessee reasonably belleves that it may result in liability- to.TOWN 18.9. Cancellation, of Policies of In ranee. Iessee shall give 'TOWN at least 30, calendar days' written notice prior to a planned cancellation. or reduction, of any coverage -required. by this Article. 1,e ssee, shall, give TOWN im-me di to notice of' any other cancellation.or reduction.of any coverage,requ*red by this Article, Canflat ion or reduction of any coverage requi.red by this Article is a.breach of this -Agreement-,. 1810, Insurance CoMpan.i.es., All insurance shall. be affected under valid and, enforceable policies, insured by insurers, re habil tablet TOWN. 1-8.11, Contractors,. Lessee, all require that each. and every contractor and subcontractor who performs, work on -the Premises carry,, in full force and effect, Workers' Compensati"on, comprehensive coin,mer cial general. liability and automobile 1.1a.bility i' ran coverage of the type which Lessee is required to obtain under the. terms of this Article with appropriate, limits,of insurance, Article 19. Notlice■ s All riotices, requests, dernands, and other communications under to Agreement shall be liri writing and, shall be deemed g,even if personally delivered or mailed, certified mailor next return. receipt requested, or sent by f -business-day delivery ley zi-nat",on .11 y recognized overnight earrier to the, following addresses: '4 "'OMMUNI'TY 0MION COMMUNICA."NON R�Lcn.,t,ry L1.3,M.3i...-P IRi,_4.`A`RV!3C PAIZK SITE FFF Marana Regular Council Meeting 02/21/2017 19 Page 6 '4NY . .............................. If to LesseeOrt T-Mobile USA Inc. 12920 SE 38th Str e t Bellevue.', WA 98006 Atter: Lease Compliance Site, No. P11,12200A. if tlw, � t With a c tq: Tower Mgr Town Attorney 11.555�''�'`+ �. Civic Center n, 1,1555W. i ent r Dr. 85653- TOWN r Ussee may from time to time d.es,,ignate anyother addressfor this purpose by written notice to the other party, All note hereunder shall. eeenlecl rcrved upon.actual rcxceipt or refusal to accept delivery., Article 20. Miscel.laneous Provisions 20.4. Waiver.. failure of TOWN or Lessee t insist on strict performance of any of the c n.dAri na t � t ri . r,provis-lons of this Agreement or to exercise any of its rights hereunder shall not waive such. rights, but TOWN r Lessee ll the rights to o f arca such rights at any time. rhe receipt of any sum paid. by Lessee t 'TOWN or by TOWN to Lessee after a breach of this Agreement shall not be deemed a. waiver of. such.breach.un.less expresslyset forth in writing. 20.2. Attorneys............Fees. 'r prevailing rt i n l lega . rm risi� h r un r� shall b erititl t� its reasonable tt rney fe-pes andcourt costs 'Including ap 1 if' any. 203. Severabilit if any provision of the Agreement i invalid: or nen ori ck with. resect to any Party,,, the remaire r of th , Agreement or the p1i. t n of such. provision. to personsother than those as to whom it is held iinvali.d. or ne �r 1 , shall not be � fft� tend n c eachprovision �of thAgreement sh .1.1 be ln exifOrceable t the fullest extent ermitt d blaw. 20 � : Suri �,s T rm an conch to. ro of thi Ag r t whit � their 5ense and. context survive the, t r�i,n tion, c ncell t n or ] it t� n. of this Agreement will so ur i r 1 ,ir but t 11 fted 't paragraphs h (Dama, n Indemnification) n 9 (Consideration. for 0; tLqii) ofthe Option .gr(,,Ai rpt, and Article, y'V ; ' 01-Y Y h IO d.)W I RI{ -,SS T..e COM 1��'A4,�'NIC. ION�1!.1.ACII.rrrY Lf,i`SSE �P 0.�.�e�.n A.�.�d�11J��y e. R'".� .�������.�..��wl�����.��LL.V1'��H�Y.til�.n ��yd�•M.a�� �.v5.:��.�x.A"L C oM.lY9 Ull W rAHY PAllll Marana Regular Council Meeting 02/21/2017 Page 4`0141 (Improve-ments), Article 10 (Default and Remedies),,, Article 11 (Voluntary Term ination.), Article 12 (Damage or Destruction of Lessee Facilities), Article 13 (Con d enali on), Article 14. (Indemnity), Ar-ticle, 15 (Regulated./Hazar-dous Substances Indemnification) and Article '1 (Insurance) and. paragraph, 201.0 Covenant Not to Sue) of the Lease Agreement. 205. Go rnln Laws. Ts Agrement shall be governed under the laws of the stat+ f Arizona., and be binding- on and inure to the benefit of the s,uccessors and. permItted assiignees of'the respective Parties. 20.6. Memorandum of Agreement. A Memorandum of Agreement in the form ing- (*) effeces attached hereto as Exhibit D may be rccord(:1.,d by Lessee confirm� F the i tivens 4 oIf this Agreement., (11'') expirallon date of the Lease 'Term, (1*11 the duration of any Renewal Terms,, and./'or other reasonable terms c(,,)nsistent wifl'i-this Agreeme,-nt. 20.7. Entire Agreement. This Afire emen-t constitutes the enti-re Agreement between, ,the Parties,, and supersedes, all understandings, Offers, negotiations and other: leases concerning the. s,ubject matter contained he,re'n. Theres. are no re-presentations o understandings of an kind. not set forth lierenin. Any amend-ments, inodification s or 4:,s -cement must -,b �" "fing and waivers of arty of the terms and conditi.ons, of this ,Agt lac in wri executed by both Parties.. 20.8. Conflict of' Interest. TOWN may, cancel. Ag this I ,.reement pursuant- to A.R.S. §38-511. (confl-Ict of interest), as may be amended. from time to time,�,., In. 'the. event M. TOWN elects to exercise its rlits thereunder, TOWN agrees to immediately give notice thereof to. Lessee.. 20.9. Sade of P, oper!y. Any sale ofall or part of'TOWN s Property during the Option .............. Period.or the Lease Term shall be!underand subject to this Agreement., 4, .20.1.0. Covenant Not to Sue. The Parties are aware of Sections 6003 and 6409(a) of 4, the Middle. Class Tax Relief and Job Creation. Act- of 2012, Public Law 112-96, preliminarldy codified at 4.7 U.S.C.- §§ 1,403 and 1455(a.) ("Section. 6003"' and "Section 6409(a)"), are aware that such Sections have not-yet been.inter pm-ted and ap-pliedbythe courts,, have diffetrIng views on the Sections" potential applica bilit y ,to th.l.'s', Agreement., and have consulted their respective legal counsel, with respect to. same. rhe Part,ies, agree that the Federal Communications Comin.ission recent Re} rtand Order, Arcvleral,ion of Broadband Deploi,, ntent, by fniproz?ing Win-?Iess Slthig- Facilities, Report and Y 0!rder, WT 1,)ocket No,. 13-23.8, et. al,,, FCC 14453 (re-L Oct. 21, 201-4.), specifically stated. that Section 6409(a) applies only Its statc--,1., and local governments acting H.'i their role as land use regulators and. does not- apply to such enti,fies admi; in their proprietary N may contend, among other thiings,,, that Sections 6003 and.6409(a) are, capad. 1 TOW uriconstituti,onal under the Cornmerce, Clause, Fifth and Tenth. ,Arn.ebndmenits to the U.S. Constitutio,n., do -not- apply to units ofgovernnient achng in, a. proprietary- capacity or 'If applied to light standards in thev public rights of way-j"eopardize the public health, sa.fety and welfare,. Thee, resolution of Sucli conte-ritions, which may not come to pass., is 0 1 Irl."10 N.f N.D W I I�I.J`L CO M. W N I CXiX,1(1)N 17 A C I t,r r Y L IJ'L'sJ'! A G R Ii Fe'M H-N u'i TM.0 B 11..,E', /CONTIYIN.All: I'AL, COMMUNITY PARKSITE Marana Regular Council Meeting 02/21/2017 21, Page 6PPUP premature In order to reach agreement on th.e, t(,,,!.rms of this .Agreement, and �only for the purposes�of it-,, the Parties agree on a..covenant not to sue.as follows,-.1, "'Lesse-es, and 'Its, su..ceessors and assigns w.1.1.1 not sue or contend., in any cou-ift.., or bef'oreany agency orin any proceeding, that Sections 6003 or 6409(a) ofthe Middle Class Tax Relief and Job Creation Act of 2012, Public 'Law 112-96, preliminarily codified at 4.7 U.S,,C. §§ 1403 and 1455(a), apply to or affect approvals required to be obta.l.ned .fry TOWN In its capacity as a. landlord pursua.nt to this Agreement,. For the puxposes of' the preceding-: Secti-ons 6003 or 6409(a) Include any -rule, order, guldance, interpretation or decision to the extent bacszed on eIt or 'both such Sections,, and., agency-includes the Federal Comi-nu.1111cations,Commission. f SI. N' rUR PAGE FOLLOWS] OtYrION ANT-)WITU-il..,ESS COMMUMCSTIC)N FA0j,xjqY AGI�Iil`MENT: Ri..,;sytiizwi�C("-)mmUNrrY PARKSY'll'., Marana Regular Council Meeting 02/21/2017 22 Page 68010' INWITNESS WHEREOF, the Pavll-'-fies have execute�d th's Agreement c-�is, of the last Party's slig"nalture date below,. 5, THL-I T(-),WN OF MARANAT M,, .,,',OBI.Llll W ILC, a Defid an Arizona. municipall,co;rporafion I'llica-bility company q( Ed Honea [,N,,AM,El Ama 01 i"nmerl"no&ops Mcap i t, 4W 2 Date, Date 1"'ederal LDA. p". '01 Z tson,1,(-,)wn Clerk oce Ap,pi , AS T0F#)RK; ........... A" -y I"' ik C Town,Attorney if STA17E OF A+, .......... SS. County o f tL. N''Ll", 4 ore g I I -i� edgc-jd, bc -ore me ts I ef i strument was acknowl ay OfT�, 2015 ek -MOBILE t`....... tc%, hof T LLC-,,,a Delaware HILM-ftewd liztbi' ", company, on.behalf of fl-ve-*� 'Ll,,C,. .......... ---- ------ ---- St/sphs"19 K.tarOx '"LIC ARIZO14A NOTARY MARICOPA COUNTY tar U, 'tc ....... 0 P bli yl,, 'My Colmllm' 'WOM Ex M Februi,ary 02. "OT 611" 01"fJN AM[) C7,0MMUNICA]ION Marana Regular Council Meeting 02/21/2017 P A RK 5"11"1,;, Page 69 of 158 8/24/15 23 LIST T OF:EXHIBITS Exhibit A: Description of Property Exhibit B:- Map fthe Siteand Access Routes Exhibit C: SitePlant Exhibit'D: Form of Meniorandum of'Agreement Cjj..Irjvy Ac'; i-aim 131T:'I.'-mwmlux/U)NI-I NE"T'N'TAL Roc3l"N.V13 C(',.'),M M'LJ'N 1"I"Y' 01--uION ANI) FA ARK SIOFY.i� 8 Marana Regular Council Meeting 02/21/2017 24. Page 70' 5 EXHIBIT A DESCRIPTION OF PROPERTY LE ." LEGAL DESCRIE.SS.0R.... 7.0 A. PARCEL OF LAND LOCATED IN SECTION 28, TO,WNSHIP 12 SOUTH, SANE 12 EAST, GIL A AND SALT RIVER: MERIDIAN, IMA GOUNTY.TARVONIA, SAII) PARCEL BEING AL OF HKO(o"Xi'. 5, ('(0N- T1N-,ENTA.L RES'ERVE, AS RECORDED IN 8`00K z53 OF RAPS AND PLAT , PAGE 35", F111,NfA (',-01JN- TY RE.(�ORK PIMA COUNTY& ARIZONA; [,XCEPTW(' THEREFROM THE FEL 010ANG" DESCR113ED TRACT OFLANO: OOMMENC'IISO AT THE NOrt4THEASTERLY; CORNER OF SAID BLOCK �; SAID P101NT ALSO: BEING THE N,OR'DiWEST CORNER: Of COMM,,'ON. AREA By FES' SAID 1) 'N EA F$, 5500TH 31 DEIGREES 23 'THENCE ALX THE LINE COMMON WITH L01 RrX 5 AND ,*MMON AR 10 M-IN111S 4.0 SEWVEST A STANCE OF0 FEET;X. THEME NORTH 58 DEGREES. .36 MINUTES 20 SECONDS WEST, A DISTANCE OF 16,62 FEET 70, THE TRUE POINT OF RE.0NNING, 'THENCE PARALLEL 1AIM THE NORTHEMJERL` UNE OF SAID. BLOCK 51 NOM 56 DEGREES 36. MINUTES 08 SECONDS WEST A 01STANCE OF 289.4.0 FEET THENCE S MINUTE15i 52, SECONDS WEST, A DISTANCE 0;F 50. T, �OX)TH 31 DM�REES 23 T 010, FEE I THENCE SOUTH 14 EO EE 40 MINUTES 08 SECONDS EAST, A DISTANCE OF' 14,55,50 FEET; 350 THENtli SOUTH 4:7 DEGR EES .50 M1NUTES 08 SECONDS EAST, A DISTANCE OF Jj, FEET;: THENCE SOUTH 81 IE EE 07 MINUTES 08 SECONDS EAST, A 01,STAWE OF 144.20 FEET: STANCE OF 3126 FEET,, THENCE NORT11: 6 5 D EG REE S 11 MINUTES 47; SECONDS, 1AIST, A DI THENCE NORTH 31 DECREES 23 MINUTES. 52 SECON0 EAST, A DISTANCE OF74,435 FEET Tod THE TRUE POINT OF BEOINNKG�, 0 6, ' "N'TA i,,R izv ti Com'M U N YrY 0,17110N AN.1-3 COMMUNK,"'A'FION FACILITYI,E A--s1.-,, 1-M0131 Lli/CON FIN E, PARK 51113 Marana Regular Council Meeting 02/21/2017 Page 718 14 4 5. 25 EXHIBIT B MAP OF THE SITE AND ACCESS ROUTES (PREMISES) "fhe Site is,de--scribed and/or depicted as follows: (metes and.bounds descripti'on): APN:_I.. 'The Premises are described andlor deplicted.as folIows: ATTACH A DRAWING OF THE SITE AND SEPARATELY IDENTIFY'UTILITY. ACCESS ROUTES AND VEHICULAR.ACCESS ROUTES. Notes: 1. Lessee may replace this Exhibl't w-Ith a,survey of-the Premi'ses once 'Les:see receivesi"t., 2 requirements of'I"OWN and.any othe.r. Lessee Facillties shall comply w"th.setback appli.cable,governrnemtal authorities. 3. rhe access road'si wi.d.th.. will be the width. require�d by TOWN, Includi"ng police and re departrnents. 4. The locat-i-ons of any ut1*.1.I'*ty o..:asei,-nc.,n-tts areill ustrati've.only. The actual locations will be determinedby theservici Ing uti qty company in compliancewi.th all local laws and regulat-ions. 0 NI'Ai,Rjnstiiwf.11 COMMUN101"Y 1"TION ANI) COMMUNICA110N.�ACII.Jrl,yY AGRI,FMIN'r:T-M.OB /CON'TI NIi PARKS1.11".`., Marana Regular Council Meeting 02/21/2017 Page 7AA4�g-5 126 1,�','.`,r�r,V i;l .. h k �J ... ,. 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S is i F'm,i�:.�^..�rh!'����S�EGA:CIL•EaCY,VAN:9•I".i..:vr:�.rY'f.II}.s111��,aSMM w }LA•N r,•rr+sJ•4•?Fr. 5.�.I�.:H Y'I i;J.4 s;sss� '1'� .....i;........MIA L��L}v�V IkrIEA„I•dGl','I4.0„'1 1[i q4h IdtiYJ,J:,lD el': Marana Regular Council Meeting 0&24VT2-UoPT11oiN,AND WIRELESS COMMUNICATIONS PACOLITYA.U.-ASE AGREEMENT Page 75 of 158 Pnia 3 opf'3 EXHIBIT C SITE PLAN' SEE ATTACHED O"VII ON AN F)W I (-.)L 0'Y N ICATION FACI LITY 1,EASEAG R13 EM'I,'---,N'T":T�MO;B,!.,[.,L-,,,/'CONTI N).-',NTAL'R.J."'i ssi-I"m ccw m U.N.ri'y PARK Marana Regular Council Meeting 02/21/2017 27 Page 4/o '158 ............... I T11 a .. j }.......lr d .:.......... a rnrni VA � Fm 1 m n�, a Ir n � L h, 1 _ TF 1 _.rte L w.. rr S CA . mr �'►� 0 P, In 2:4A l.. P Fm In in h� r'f �' A��N.MYI.,AY' 1 �Y4• w 'r`�r'., b��y` ��''•+,W.`� �r i r u n � r, "di � �� ,J�II,, ''�,l,:i., 1. 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Vi•?IIx V. r., s6.�{ ,n y q by,µ y yy r IT y q l rbc i��iiikf�'x;ril:��i. �n.!1A..��1:ti.[%�'��.I..HI.f..�I� ��y..rlA{�k.y rim�i..IR'f rv�Af 11��1 A i �• I N If•Wl'; Vic.sr 77A57 k'd'.kl�v'�U4.dM...!C,�kT.IMM,irL'd'rdV c5�,1.gXL.I'A.V JW4#d5'3{7�9�°a� mi, �„ n�r. ',,�;,••..r u:„r'v':,,Fo i Marana Regular Council Meeting 02/21/2017 Page 77 of 158 IEXH I MT c TO,OFT ION AND WREL E. S'COM MUMCATIONS FACT UTY ILEASE AG RSR'EME.N'T EXHIBIT D WHEN RECORDED RETURN TO. T-Mobfle USA, Inc. 1.2,920 SE 38th Street Bellevue,,,WA 98006 Attn: Lease CompI.M.n.ce/PH12200A. MEMORANDUM OF AGREEMENT APPO This MEMORANDUM Oji-AG REEMENT is entered into by and between the Town of Mamna, .Arizona, with an address of 11.555 W. Civic Center Drive, Marana,, Arizona 85653 (her i 4,nafter referred, to as "'TOWN") andY'-Mo bile West LLC, a.'Delawzire Limited liabi'lity company.,with an address of 12920 SE 3 t Street., Bellevue.,,WA 98006 (her l n ter ref'erred toas, Lessee ). 1. TOWN and lessee�entered. into an Opti lonand Wireless Communications Site Lease Agreement("Agreement") effective 20 ('EffecfiveDate I 'The. Agreement relates to a pertain'Sitowned.by TOWN' described. as set forth, in Exh.1"bit A.and.necessary access and utility-ease-ments (collectively . Bad referre�d to'hereaft er as, the "'Premises"') as:set fin E xh'bit , ttached.hereto an .forth incoirporated by reference, 41. 1. The Agreemenit allows'Lessee to conduct investigations and tuts -to 01. int w . I m-.niselsl are appropr4ate for alilling operating and maintaming a determ ne if the Prc L w1re1elss communi.cat,io ns facility and othe riirnprovements d-uring a specified. Due I Diffigence, Peri iod . The Agreement a1lows, Lessee. to exerdse an.option to lease the Pre-misesfor a, five-year t(,,�rm upon written notice to TOWN', with.a provission for renewal.for up to five additIonal five-year terms,. 1 -NJ`C()MM.UN!'FY CONIINENIHM,Ry.,,S-PR OFTION A N D W I RT--�P.LXP,5,S,COM M.U N I CAYION FACI 1xrYLi`1ASi.:,,,,A.G R.E1-*,MT-3Xr.'!T-M'Om IJ,/ PARK 51-11i 8g4/15 Marana Regular Council Meeting 02/21/2017 28 Page 78 o 158 5.. This Memoi-.-andum of Agreem.el-A 11113,solely for purposes of memor-1alizing the Agreement and shall not serve.to chai.,ige�or after any terms r con&tions of the. Agreement. INWITNESS MiEREOF, the parties 1-tave executed this Memorandum of Agreement-as of the day and.year stated.below. "Lessee, "TOWN": T-MOBILE Wp.-s,,rSLC,-a Delaware bmited TI-iE'"rOWN OF MARANA I I -ty company fiabili. ,an Arizona municipal corporation f A .El Ed Honc.xa: f TitTel May-or ......................... Date Date ATTEST",', Jocelyn.Bronson,Town.Clerk APPROVEDAS TO FORM: Frank.Cassidy,Town,.Attorrie y- 7 iNT'Ati Ri�,,S%E�,RVFA,�COMMUN101"Y (I)ITFU)N AN-F) COMMUNICKFION I�A01,11."Y f'ARK S1113 8/241,5 Marana Regular Council Meeting 02/21/2017 29 Page 79 of 1 '8 ,ATTACH EXHIBITS (USE SAME EXHIBITS AS USED FOR.THE LEASE) 01 i i N W.�ds�.'1 �Y..yd.Y J.w. �AY.a L.�LT l�.1 l�0.NF� ��..I:NMI:N�iJ /. +Y'i�i.` L.i`N'I�AL Misi"RV17i Co.MMUNITY Y110N AND COMMUNICATION PARK SI`I`1:7,-. 777 8/24/1-5 Marana Regular Council Meeting 02/21/2017 30 Page 80 of 158 RETURN TO, 17--M`6WJe USA/ , 12920 SE ` Street BelleF. ° nei M 98006 Attwo Lease Compliano�tftU.2200A MEMORANDUM OF AGREEMENT irn °E.b.an address of 11555 W.G*v,ic Cenk-rt ;t t o ° t 85653(here"J"nafter-reft ed tozas"TOWN")and L-I"C finn.itedd ('heIrc,,,* af te rI referred ti.)as"Lessee"). tin Op tioncommumications Site Lease I The WN Agreement ,a etho an .. asseff6rtfi M' Exhibit A, access and utility casements(collectively here,to arid - :y ._t t. o hereafter, t as S. . ..t M incorporated by i rence. . . ]VIZ .� v , . t Ott 4. The et : �: spfion Agreemoff' onfror r "'I, Premises h-ul,a five-year upalrl�lwrltten" Vit, *s t at .t t .t. t terins. memcwtalizhig the Agrceni,.entiatid -IrtbL _t e to . terms tib t t`,,' " t N WIINESS WHEREOF, ["1.0 .. ex tt es , t t , �t tri of qtr _ . °t,ta �e . d" ' s `a ` low. [Sipati,tre Marana Regular Council Meeting 02/21/2017 Page 81 of 158 .I � , � � al corporalion Ed Hone Mayor e '- Ap a i: .° _ n' At S1 ey [N'btary blockfor Lontdlord], STATE Of )Ss. COUNTY OF ., by This'I'nstrurnent was acknowledged before me on ft y M i , [type of end , 4 . In I Ph"n't ��',Iarne S.L4hL Suzanne Sutherfand E expires i Public 4 ma County Mzorw My Comm it s49.It- (Us,e this space for notary stamp/seal) Marana Regular Council Meeting 02/21/2017 Page 82 of 158 "Lessee"': Danny Bazer'man .r t "'pneenng .. N .e „ [Notar blo STATEOF )'SS' COUNTY ',. .,•, satisfactoryI certify that 1,know or have i appearedwho IIon executeoath stated that he was authorizedto 4 Engineering i"Ie West LLC,.a Del"awa re I i m'life d lia, I voluntaryto be the free and E m� z PrI.Int Name My t COMMISSIon expires StsphsrtI6 K.Let* NOTARY PUBLIC- MARICOPA COU ary (Use thJs space for notary e al), Marana Regular Council Meeting 02/21/2017 Page 83 of 158 Exhibit A LESSOR'S LE(3AL. DEs(.,:r,�,i[1"r1rUN ------------- 71 A P-ARCLL or LAND LkX,;ATED- IN SECT�Cfl 2, , 7FTANSHIP 12 -1.3011TH, RkNCE 12 E� T LA IN SALT R ,YDRIRIAN1. PhIA AWI.MNA !`wiv jy AV) PARCEL Ri.-EINR3 kL OF fILOCR, L, (e('NV tlTAL RESER"VE1 A-0E' J-5, �IMA C!'(WITY PIMA lo,IOUNPfj A R.,Z.I Q I I N A; I P rX(,`G11V%,�'." 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Bronson) Attachments Draft 01-26-2017 Strategic Plan Working Group Meeting Minutes Draft 02-07-2017 Study Session Meeting Minutes Draft 02-07-2017 Regular Council Meeting Minutes Marana Regular Council Meeting 02/21/2017 Page 88 of 158 MARANA ESTABLISHED 1977 MARANA TOWN COUNCIL STRATEGIC PLAN WORKING GROUP MEETING 11555 W. Civic Center Dr. Marana,Ak,85653 Board Room, Marana Municipal Omplex January 26, 2017 3:0.0 . Ed Hone., mayor Jon Posh dice Mayor Herb Kai, Co ncil Member Patti Comerford, C .ncil Member David Bowen, Council,] er Carol.�cG©rray, Council Member Roxanne ieler, Council M ember , INU'I' CALL TO ORDER mayor Eta, tinea calle'd',t + meeting to,order at 3:00 p.m. Vice Mayor Jon Post, + uncil Mem ber David Bowen, Council Member Carol McGorray, and Council M+ ber Pati:": ' mere preset. Council Member Roxanne Ziegler and Councilbe fb Kai �absent.The wa a'quorum of listed council members. DISCITI(JN/POSSIBL. ,. CTIC Relating toStrategic Planning presentatins and discussion regarding the following topics: Discussion facil ed by Communications Manager Vickie Hathaway. 1. Strategic PIS III status update for the Innovation focus area: Ms. Hathaway steel thatthis session of the Strategic Plan working group would focus on the fundamental%��a s that relate to the Innovation focus area and would not necessarily review the specific initiatives articulated in the current strategic plan. Setting the stage for discussion, Ms. Hathaway broadly described the Innovation focus area as a support structure to help create a modern organization. She asked council members to consider the intertwined relationship between; (a) the Town's workforce; (b) the Town's resources and partnerships; and(c) the Marana Brand, as instruments needed to establish the ideal organization. Human Resources Director Curry Hale took a moment to explain the Town's commitment to produce an organization of excellence. Mr. Hale stated that the 1 Strategic Plan Working Group Meeting Minutes/Administrative Summary 1/26/2017 Marana Regular Council Meeting 02/21/2017 Page 89 of 158 organization's cultural values, i.e. teamwork, respect, dedicated service, and engaged innovation, provide the foundation for excellence. He emphasized that a mission statement is important, but the Town's cultural values are the foundation for all its processes or procedures that affect both internal and external customers. Mr. Hale said that all actions from recruiting to management tie into those core values. Heath Vescovi-Chiordi, Economic Development Management Assistant, stated the Town is currently concentrating its efforts on developing the businesses in the downtown area. He indicated that pursuing partnerships with developers, business owners, and other community organizations would help with economic development in the area. Ms. Hathaway reminded the council members that the(,' ' wn instituted its new brand during 2016. She stated the Communications Departri, is continually evaluating how to market the Town and communicate with the publie, Vis. Hathaway indicated the department is always concerned about understanding wh'O is its audience and how can the Town's communication grow to reach a larerportion of the,community. She also reported that the Town would work with the University of Arizona's Marketing Department to create a communication ►tan in the upcoming months as another method to strengthen its brand. 2. Action plans, projects, programs s and priorities cr h Innovation focus arta for Strategic Plan IV: Ms. Hathaway summarized the eY aspects of the innovation focus area as a necessary framework to create an ideal orgazation $N,'allso stated that many of the Town's initiatives focus "% roving services that benefits the entire community. Therefore, Ms. Hathaway asked,: Ms. Hathaway transitioned the conversation towards the Marana downtown area and asked the working group what they considered to be the ideal downtown. Council Member McGorray indicated the need to define what a downtown area is. While Vice Mayor Post argued that the Town should have a more assistive role to encourage the development of amenities for the community. He stressed using the downtown area as a tool to bring the community together but reiterated that the Town should work behind the scenes to attract business needed for community development. Council Member Bowen also agreed that downtown should be a place where people can come together to relax and enjoy amenities such as art and entertainment. Building on the momentum of what downtown needs,,,Mss Hathaway asked the council members to think about other model communities that'.Marana can emulate. Council Member Bowen, Council Member Comerford,,,adouncil Member McGorray all agreed that the downtown area needs something draw'people to it; something that is all encompassing with a unique Southern Ariz c .flavor. COunci1 Member Comerford said that the experience should have a little b f of:a twist to it, which is not easily accessible somewhere else. Vice Mayor Post noted khat the downtown area needs to be easy to access with some type of entertainment. H stated that it is premature to have the Town model a downtown after another jurisdiction ecause:Marana does not actually have a downtown. Vice Mayor Post also stated that the Town is in a unique position to develop the downtown area to whatever it lilies because'the Town" owns most of the land. Additionally, Vice Mayor Post ac ©wledged that the downtown area does have about 1,000 people whc ?v6&,in and around:the mun al center,as well as the residents that live in the surrounding ar : Council Member,IVIG ► r y agreed there is opportunity, but the Town needs to promote the areas:" Ms. Hathaway quick revved the topics discussed which create a strong quality of life,for residents inch. g c el ibpity to places, diversity of services, and incorporation of arts and entetainmen ,ice Mayor dost asked that the group set some concert goals aid timelines to start developing the dowritown area and moving this project along. Council Members d Council Member Comerford both expressed reservations about starting thisproject because the Town currently lacks adequate infrastructure and partnerships. Town Manager Gilbert Davidson mentioned that the Town is working with two consultants, one for the Land Development Code revision and one for the Economic Development Ptan" and should have recommendations from each regarding development of the downtown area:He said that in several weeks staff would be able to present two good recommendations regarding development for the area. Vice Mayor Post asked that the Council agenda have a standing item regarding the development of the downtown area. Mr. Davidson responded that the development ideas for downtown are limited by the goals of other land owners in the area. Ms. Hathaway transitioned the conversation towards a discussion of the Marana Brand defining it as both the image of Marana and the Town's attitude. She asked the council members to think about what is Marana's brand and how people perceive the Town. "How do people know Marana?" Several council members stated the Marana has a small 3 Strategic Plan Working Group Meeting Minutes/Administrative Summary 1/26/2017 Marana Regular Council Meeting 02/21/2017 Page 91 of 158 town feel even as it continues to grow and that citizens feel valued. Council Member Comerford indicated that feeling starts with the employees of the Town because Marana has a strong customer service ethos. Mayor Honea agreed that residents really do appreciate the Town's employees and how employees treat the citizens. Vice Mayor Post also noted that Town employees positively contribute to the atmosphere in meetings by applying creative thinking when working with developers and other stakeholders. Vice Mayor Post also noted that the "Your Town"moto is great because it is instilled in the employees' work ethic and trickles down to the residents feeling appreciated. He cautioned that maintaining a specific brand is what is challenging. Council Member Bowen state that branding is more than the logo, but al includes the engagement of forward thinking staff. Mayor Honea added that being risible in the community and being involved with other community organizations'atso helps contribute to the small town feel. (Council Member Comerford left the meeting 4:04 p.m) Ms. Hathaway stated this feedback is-important as the Communications Department develops its communication plan. She explained that the commun ions and marketing plan is looking at ways to formalize how the epartm nts,internally communicates between each other,while also creating a unified bhlic message. Vice Mayor Post and Council Member Bowen asked if this project is pad of the current strategic plan. Ms. Hathaway responded that the p1n is a ew task for the communications department. Her goal is to use best practices to create a 6hiiAl unified iie's age across all departments that directly interact with the public. Vice Mayor P asked`what the current cc��nfnunications plan is. Ms. Hathaway clarified that the department currently ue press releases, social media, target audiences at HOAs, and advertising for strategic marketing. Vice Mayor Post noted that communication with residents`is s© important and people are excited to see information abt then. CounlIemer` Gwen 5,a+d the Town needs a better strategy to gage with resiae,is given the vast array of information available to citizens now. He stressed that the on need to be more aware of how people interact with information anda chnology. Both ncil Memberowen and Vice Mayor Post asked how the department determines what it wants ,communicate. They suggested that creating citizen engagement shcauld be fua like the Arizona Department of Transportation highway messaging system car a:three digit direct information phone line. Ms. Hathaway asked the council members to consider what investments are needed in partnerships and general resource allocations to become the ideal community. Mayor Honea responded that a lack of infrastructure is the Town's biggest problem and Marana needs to develop innovative and creative ways to partner with developers to finance infrastructure projects. Vice Mayor Post countered that success in growth can create future problems when the growth slows and the Town cannot pay for the services needed by residents. He said the Town should determine if it is ready for additional growth and can it adequately balance the costs incurred with the investment in new infrastructure. 4 Strategic Plan Working Group Meeting Minutes/Administrative Summary 1/26/2017 Marana Regular Council Meeting 02/21/2017 Page 92 of 158 Council Member Bowen stated that the Town should really be asking what investments should be made if Marana continues to grow. He added that if the Town wants more homes then yes it would have to pay for the additional infrastructure required to support those residents. Council Member Bowen stated that the discussion should focus on the how much debt the Town is willing to carry if it is wants to continue to encourage development. Vice Mayor Post emphasized the need to determine the scope of development for the Town and if that growth fits a specific investment needed by the Town. Ms. Hathaway responded that the Town does need to identify strategic investments related to growth and development, but it is also important to identify other organizations that can contribute resources for future development within the Town, e.g. downtown. Ms. Hathaway asked the council members to constdr some approaches to support a dynamic workplace and that foster an innovative cu tur where employees are encouraged to take risks. Providing the council nmembers an example of workforce innovation, Mr. Davidson mentioned the new managed ti plan Human Resources is rolling out for the upcoming fiscal year: I-Ie explained that the,,, . w plan would provide employees more flexibility when unexpected life events occur sueh :s oil changes or school functions. Vice Mayor Post and Counc member Bowes both commented that creating an innovative work environment falls on:the shoulders of the Town Manager and the department heads. Council Member Bon,expressed the need for management to hire good people that fit the department's work ens ironment '1 ut that department heads need the discretion to reward;and discipline employees. Also, V'ee Mayor Post noted the Council needs t support tie Town 1Vaage ' inan �ag'__ eent style to encourage employee development." Mayor Honea stated-the Town,already in,corporates some innovative employee aper c:aQtivities a d��b"e c :u e,� the Tow 's continued growth there is opportunity for ad 'a "c' �yin:the or n nation which l'�contribute s to a positive work atmosphere. Vice �O"yor Post re rtd d the', *,*oup that employees could be terminated if they do not meet the'expectations of i6,:,Town-`�and,their job. He further clarified that he does not believe in punishing employeesfor�attemptiinnovation and failing, but for not living up to the Town's standards. Ms. Hatha t.y concluded'her presentation by asking the council members to consider strategic partnerships with educational institutions. Council Member Bowen stated the Town's relationship with the state universities provide tremendous benefit to Marana with the exchange of interns, student projects, and other activities. Mr. Davidson mentioned the success of the Marana 2.0 program as another example of a successful educational partnership that gives students an opportunity to understand the role of local government. Mayor Honea concluded that educational partnerships is more than just with institutions, but also partnerships with community groups to help engage citizens with learning opportunities. 5 Strategic Plan Working Group Meeting Minutes/Administrative Summary 1/26/2017 Marana Regular Council Meeting 02/21/2017 Page 93 of 158 ADJOURNMENT: Mayor Honea adjourned the meeting at 4:58 p.m. CERTIFICATION: I hereby certify that the foregoing is the true and correct minutes of the public session of the Strategic Plan Working Group Meeting held on January 26, 2017. I further certify that a quorum of the listed council members was present at this meeting. Hilary H. Hiser, Deputy Town Clerk 6 Strategic Plan Working Group Meeting Minutes/Administrative Summary 1/26/2017 Marana Regular Council Meeting 02/21/2017 Page 94 of 158 ww xs&, .......................................................................................... �wwwwruw 'MARANA AZ ESTABLISHED 1977 MARANA TOWN COUNCIL STUDY SESSION MEETING MINUTES 115 5 5 W. Civic Center Drive, Maran,, ,"A rizona 85653 Council Chambers, February 7, 20 ' , or after 5:30 PM Ed Hone:;1 ayor Jon Posl,ice Mayor David Bowen, council Member Patti Comerford, Coil Mer A"'Kai, Council Member Carol Mc6io�m,',,,,ay,. MemberCouncil Roxanne Ziegler,euncil Member STOW SE T CALL TO ORDER ANS OL BALL. May .Honea called the meeting to order at 5:35 p.m. Tow k A ronson eagle roll. �o .ncil Member Kai was excused; there was a quorum present uuncil Member Ziegler arrived on brie dais at 5:40 p.m. PLEDGEOF ALLEGIACE/INV *ATION/MOMENT OF SILENCE. Postponed until the regular meeting. APPROVAL OFENDA. emotion to approve by Vice Mayor Post, second by Council Member Bowen. Passed unanimously 6-0. CALL TO THE PUBLIC. No speaker cards were presented. DISCUSSION/DIRECTION/POSSIBLE ACTION DI Relating to Utilities; update regarding the Marana Water Reclamation Facility expansion and recharge facility construction, and discussion and possible direction regarding related financing plan options and overall budgetary impact(John Kmiec and Erik Montague) Erik Montague began by providing a follow-up to the March 2016 study session where staff presented scenarios on how the facility can be expanded. Staff received direction to move February 7,2017 Study Session Minutes 1 Marana Regular Council Meeting 02/21/2017 Page 95 of 158 forward with expansion of the existing plant. He then gave Council an update on the current state of the plant and the upgrade. With respect to financing the new treatment facility, Mark Reader will present information on various scenarios and how they fit with the overall objectives. Stifel,Nicolaus & Company will be serving as underwriter on any future project. John Kmiec gave background and where we are to date. We are averaging about 400,000 gallons per day for treatment. Our biolac system is rated for half a million gallons a day. Our trends show we are close to reaching a half million gallons a day a year from now. Currently with expansion we are moving from a .5 to a 1.5 conventional activated sludge process facility. The estimated cost is between $22M and $24M. We-,'Ip�lan to begin construction in the next several weeks with completion in the spring of 2018 T'he recharge facility co-located on the east side of the plant is planned to take advantage c 'tie treated effluent. The cost of that facility is about $2.1 M. We are at 60% design and moping to % completion and 100% design within a week or two after that—with completion,estimated for Sept-ember 2017. Mr. Kmiec then described the site plan for the Cant expansion and the e plan for the recharge facility. The recharge facility has the potential to e a park, although it will: e a working facility. To conserve costs the projects are tied to a similar tefran� PCL Construction was selected as the construction manager at risk. We just finalized the first of two GMP's. The first GMP (guaranteedin"''a"'x" imum price)" "::,an estimated cost of about $4.2M which we are starting now because there ,are s6ii1'e long lead items regarding the purchase of equipment. The second GMP has not beet: egotiat" The current cost is estimated at $18.9M, but it is based on the ' des model. e hope get tie costs down slightly after we reach 90%. The final GMS'will essentially bring the plant to fruition. The variables which are different ft� rn 2016 design are the concrete costs, and local labor shortage. We a have trouble securing tie'labor because there are several major projects going on simultaneously within.the to and the regio:.. However, we are working on an accelerated schedule o make sure the facility is up and running 12-14 months from now. The last potential obstacle is sate stabilization.` :The soils at the treatment plant are not conducive to holding the necessary structures, so there:i an anticipated but unknown cost for that. Mr. Kmiec concluded with a value ofmater slide, showing the CAGRD annual increase over time of 1% 5% or 7.5% or$21,374,753 to"' 47,298,134. Mr. Montague presented cin:tie facility financing described some of the original financing for this acquisition as well as transitioning to new scenarios on the facility. To insure that we have the available cash to pay for those assets when needed, we want to maximize wastewater revenues related to bonds necessary for the expansion project. There are different ways that can be done. We can accumulate cash now, build it in the future; or build it now and then generate revenues over time to pay off through a financing mechanism. We want to maximize the use of wastewater revenues generated out of the enterprise system which is consistent with the original acquisition debt as well as any new debt that might be issued related to the expansion project. In a more mature wastewater system, there might be some combination of wastewater utility rates as well as impact fees. With the maturity and size of our system, it is less likely that we'll have February 7,2017 Study Session Minutes 2 Marana Regular Council Meeting 02/21/2017 Page 96 of 158 enough rate revenues to pay for any significant project going forward. One of the assumptions is that we will rely solely on impact fees. We continue striving to minimize the financial exposure to the general fund because of the amount of debt initially taken on and some of the debt we will be talking about later to mitigate impacts to the town's overall credit rating and capacity to fund other projects. The current plant was purchased in June of 2013. Debt service was structured to maximize use of system revenues, with excise tax from general fund as a backstop. He then reviewed the source of the debt service repayment and the expected and actual results. With regard to financing expansion, again the goal is to maximize use of system revenues. The projected impact fee revenue is based on updated, prelim"i growth numbers and the current impact fee rates. We may need to use an estimated savings froom the 2008A bond refunding to achieve financing objectives or possibly give an additional initial:infusion of cash. Sources of funding come from up to $12M from the current"', astewater impae ,fee or updated wastewater impact fees, rates and general fund monies uta ,$9M. All of the numbers are based on current planning numbers. Mr. Montague noted that the gr-ow assumptions are j et estimates; it is not a calculation of an impact fee. With respect to the actual pla it is assumed that the cost of the plant or related financing will be included in the future infrastructure improvement plan, and that will be the basis of calculation of feed *ith respect to treatment capacity, he does not anticipate a scenario where a developer would get credit f©r capacity, frim a treatment standpoint. From a delivery standpoint, there could be credits 10 the extent that there is a project included within the IIP. Mr. Kmiec interjected that a develop wouldn't gel credit a ',,,,th e plant because they would be taking capacity at the'dant:" With a conveyance fracture, it would depend on development if they have to build an 'additional conveyance stcture to stand on its own or if the town has to make it a regional proje ,to help potential de ' Vel going forward. The conveyance lines will generally be worked cut in a:development, agreement based on the need related to the development""', We-:" buildri : regionlnvey : ce system, then the developer would pay a differentpact fee o hat. Discussion continued with respect to the Saguaro Bloom connection and its regional application. Mr. ontague then noted that the scenarios presented tonight are predicated:':"'''cin a flow assumption and: that debt gets paid first. The scenarios which will be presented calculate an estimate"based only on 50% being available from the general fund. The other 50% would be for other projects identified in the capital plan. Other questions were posed by Council for further clarificatan:,on funding related to Mr. Montague's presentation. Then Mark Reader with , t fel,, icolaus discussed some savings options to reduce debt with the 2008A bonds and reviewed those for Council. The starting premise is that growth pays for growth. The town has done a revenue projection of its impact fee revenue of about $2.7M a year and it goes up over time based on the town's projections. Based on those projections we developed a debt bond structure that works with thin margins based on the preliminary projections using the outstanding municipal property corporation bonds. If revenue projections are not met, there will be pressure on the general fund. The town currently has about $22M in outstanding debt from the 2008 transaction. The current cost of capital is about 5.06%. If you do nothing at all, you will continue to pay the cost of the capital. When we did the transaction in 2008 to get the appropriate credit rating, the town did February 7,2017 Study Session Minutes 3 Marana Regular Council Meeting 02/21/2017 Page 97 of 158 fund out of the proceeds of that bond issue about $3.4M. That is the town's cash, and it is kind of underutilized and doesn't earn much interest and can only be used in the unlikely event the town could not make a debt service payment. You can use the $3.4M to reduce debt and buy down funding on 2008 funding. The town has done well financially, and is an AA rated city. Mr. Reader proposed releasing that cash back to the town. There are some significant benefits to using the $3.4M cash to reduce the cost of capital by at least 2%. We are hoping to get 2.75% money. The $3.4M is held by a trustee and cannot be used for any other purpose and is not included in the town's reserve fund. Mr. Reader then presented an interest rate chart and two scenarios for refunding savings. In the first scenario, we would use the $3.4M, not toward the wastewater treatment plan but to reduce debt to buy-down refunding on the 2008 transaction. If we . e the $3.4M and reduce the cost of capital and buy down to the high 2%, you will get almost M in cash flow savings back to the town over the next 10 years. The nice thing about' esavns is that we can put our savings wherever we want to. This is a very efficient operation if the markets,hold. The other option is that if we don't use the $3.4M and buy down thy:re-funding bonds, but use the $3.4M to finance the treatment plant, we issue $3M less in bond. 'his is also a very efficient option. Over the next four years, conservatively, the town could""" et about $2.2M a year:in those two revenue streams, the revenues of which can be used to pay debt service because this is a growth-oriented project, and impact fees pay for groth.: He then reviewed the cash flow model. for Scenario 1.` `Rounding off we have $2.2M from impact fee revenues for this year, the 20`,,1'3 bonds issued to aeuire the plant is $1.8M payable from the impact fees. So ou are $3541 : ositive. T'h ,, isn't a" c t of margin there. Then you structure in the new bonds at about $22.9 for,,th"e::wastewater treatment plant. The question becomes how to structure this so that the impact:fee revenues-,..achieve our debt service. There will be some interest',payments of roughly SIM a year on the new plant, minus the $2.2M coming in, which is about:$600I :The benefit o the 2008 re-funding gives you a structural balance. A s"'Icn tithe revenues come in as expected, the margins are still thin but it looks like it will work: If the revenues don't come, there mill be pressure in some form. Your excise taxes will be`,pledged as they hate been: . previous years. You are pledging town's revenues to get your AA: bond rating. As` side 'nb e , the 2008 bonds were used to improve streets and Crossroads 'ark. Mr. Reader then presented the:cash flow model for Scenario 2, which is to issue $20M in new debt for the wastewater,,plant, construction as well as use the $3.4M released from the 2008 transaction. That is a lot Meaner and gives you a positive cash flow from the impact fee revenues. Either scenario: fan be achieved; it just depends on where the Council feels comfortable putting the $3.4M. Vice Mayor Post asked if the calculations were based on debt and expenses. Mr. Montague replied that in this particular circumstance, it is expected that the new debt structure will be considered in the calculation of the new fee. Vice Mayor Post asked if we paid down the debt with other money, that wouldn't be an accurate calculation on the true debt of that wastewater facility. Mr. Montague responded that that would have to be considered in the calculation. The current impact fee is set to generate cash for that particular improvement, or in the case of the original acquisition, the amount required to maintain the debt service payments. The difference February 7,2017 Study Session Minutes 4 Marana Regular Council Meeting 02/21/2017 Page 98 of 158 between the two scenarios is the increase in the shortfall. Again, these numbers are based on current growth assumptions as well as what our current impact fees are. If the numbers improve or if we can set a higher impact fee, then these numbers will be impacted as well. Vice Mayor Post asked regarding a scenario if the $3.4M is used for the new facility and impact fees are more or higher than expected, then we lose the ability to use that money for anything else as opposed to putting it into the general fund for a variety of uses. Can we make the shortfall out of the general fund? Is that a correct assumption? Mr. Montague reiterated that these numbers reflect his and Mr. Reader's belief that growth is going to happen. Council Member Bowen expressed a concern that building might stop at some point which would affect the debt payments. Mr. Montague referred to a large spreadsheet that calculates flow assumptions as growth occurs and said that we are eventually going to need to talk about expanding the plant from 1.5 MGD to some other iteration, so based on the estimated flows per connection, we will also have to factor that in as well. Mayor Honea noted that:almost every farm in north Marana is owned by a developer and has zoning now, and the capacity s; re to build up to 20,000 homes. So the capacity to grow at three or four times this rate,is there. Mr. Reader again pointed out that on the new tnoney, you are going cut,25 years. So if you issue $3M more new money, you are going to ,,more interest. He Will R)ok further into how the town sets its impact fee relative to the anent of et and the interest on the debt. Discussion continued about the options represented b the two scenarios. Mr. Montague "' emphasized that the plan is not to issue debt longer than`tie usefulness of the value of the assets, specifically the 1.5 MGD. Vice Maya:Posh asked if the impact fee calculations were based on paying off that debt as we use that capacity. I r.'Davidson,laid that the impact fee does not .. align with our debt progra1Vlost likely e will face a scenario where we will have three debt issues for this plant — the flrignt one of getting nt the business, the current expansion, and a third depending on growth. In I C �r 15 years: e tray have`to do another expansion and would still be paying on this second debt issue. Mr. Kmiec noted that the current expansion would allow us to add somewhere close to,:x,500.homes. Mr. Read er'"said that Ve can do a series of�0nds that would be eligible to be called early versus the traditional 8 or 10-year call P`%ro'tection. If the town staff believes we will have some extra impact fee`'revenues, we could do a poible carve-out of$5M, although it does slightly raise the cost of capital on those bone :' We did this successfully with Twin Peaks and the little yield differential wag-:",V, ,' minor. It would be a cost to the town, but it would give you the flexibility to buy down your'd'bt from the general fund revenues or impact fees revenues. We can continue to think about that Option. He cited that we need to move quickly even though there are still some unanswered uestiohs W could come back to Council on March 7th for adoption of a q p resolution that grants Stifel the authority to move forward and parallel track the credit rating process, sell the bonds in the latter part of March and close in April so that you can continue with your construction program. Mr. Davidson noted that even though this is a pretty aggressive time frame, there is a little time that we can spend talking about the scenarios and growth assumptions if Council wants another study or review session. What is driving this is that we have to have this plant expansion underway within two months in order to meet time frames with connecting Saguaro Bloom and also, we are reaching capacity on the current plant. If we hit capacity, the state will impose a moratorium on building both residential and commercial for north Marana. They have done this February 7,2017 Study Session Minutes 5 Marana Regular Council Meeting 02/21/2017 Page 99 of 158 with other communities around the state and it can have a huge impact. If Council wants another study session, we can do that, or we can do one-on-one meetings to go over numbers and the mechanics, but we will have to have all the paperwork ready to go for the March 7th meeting. In response to a question from Council Member Ziegler, Mr. Montague responded that the 2008 bonds are scheduled to be paid in 2028. To meet the criteria for the 2.75% money which would save us $6M, Mayor Honea asked if the idea behind that - to pay the entire $42M —was to pay the 2008 bond off and have one bond. If we do it that way, as one bond, in-house could we keep both of those separate? Mr. Montague responded that from a repayment standpoint that could happen, as that is what we did for the 2013 bond, because that included not only the initial acquisition but also refunding the portion of the 2004 MMPC's. Council Member Comerford said that she would like to have the one-on-one to make sure that she gets the entire picture. Mr. Reader said if March 7 is the date set to adopt a resol :tion, he can parallel the offering document, the resolution and other legal documents to coincide as they have to be substantially final b March 7th. Mr. Davidson emphasized that the resent tion was to la out the data and Y p Y get everyone thinking about it. What he heard is thea it would be nice to have some one-on-ones and follow-up conversations. We can schedule `:�"'final decision ,onwhich option to take for February 21, then approve the final documents'�h March 7th. EXECUTIVE SESSIONS E1 Executive Session pursuant to Ax , §38-431.0 , (3), Council may ask for discussion or consultation for legal advice with ane Tows Attorney c �cerning any matter listed on this agenda. FUTURE AGENDA ITEM Notwithstanding the ma or's discretion regarding the items to be placed on the agenda, if three or more Council members request thdt,an,item be placed on the agenda, it must be placed on the agenda for e ,se regul own onl meeting after the date of the request, pursuant to Marana' wn Codeeon 2-4-� (B). ADJOURNMENT. Motio to adjourn at 7:03 p.m. by Council Member Bowen, second by Vice Mayos '`ost Passed unanimously 0. CERTIFICATION I hereby certify that he foregoing are the true and correct minutes of the study session/presentation of the Varana Town Council meeting held on February 7, 2017. I further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk February 7,2017 Study Session Minutes 6 Marana Regular Council Meeting 02/21/2017 Page 100 of 158 MARANAAZ ESTABLISH ED 1977 MARANA TOWN COUNCIL,,, REGULAR COUNCIL MEETING MINUTES 11555 W. Civic Center Drive, Mar* rizona 85653 Council Chambers, February 7, 201-7,,"i""' t car after 7:00 PM Ed Hone:; Mayor Jon Post",," ce Mayor David Bowen, Council Member Patti Comerford, Council Member Ae Kai, Council Member Carol Council ember Roxanne Ziegler,euncil Member REGULAR tbUN NG CALL T SND 1t . CALL MayoIonea called the meeting to order at 7:16 p.m. Tia Clerk Bron call roll. Counei member Kai was excused; there was a quorum preset. PLEDGE OF ' LLEGIANi tANVOt TION/MOMENT OF SILENCE. Led by Mayor Honea. APPROVAL OF A ,Motion to approve by Council Member Ziegler, second by Council Member McGo Passed unanimously 6-0. CALL TO THE PUBLIC. No speaker cards were presented. PROCLAMATIONS MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS. Mayor Honea and Council Member Ziegler reported on the memorial service at the Marana Mortuary for former town manager, Hurvie Davis, who died January 31, 2017. February 7,2017 Regular Council Meeting Minutes 1 Marana Regular Council Meeting 02/21/2017 Page 101 of 158 MANAGER'S REPORT: SUMMARY OF CURRENT EVENTS. Mr. Davidson reported that the monthly Council Executive Report for all building and development activity in January is now available online and in paper format. PRESENTATIONS Pi Relating to Legislation and Government Actions; a presentation by the Town's lobbyist, Triadvocates, regarding the current legislative session, including updates on various legislative issues relevant to the Town of Marana (Gilbert Davidson). Tony Hunter introduced Julie Rees who introduced Lourdes`:Pena who joined their team in November. They provided an overview of their firm which'"'now has eight consultants. Ms. Rees gave an overview of the new legislators who took office m` ..7. Ms. Pena gave an overview of the Governor's budget which includes $9.8B in pridin The main priority from the Governor's office is K-12 education. The budget includes $1141 ' r K-12 education in targeted investments. Over 982 bills introduced so 'rends appear to e toward K-12 education reforms and funding, workers' compensation reform, limitation on loc''df fonds, elections reform, rights-of-way and state sovereignty. Ms. s noted that Marana' ` priorities are fiscal sustainability, economic development, local control..Iranspcion and public safety. Ms. Pena referred to some of the bills that are-already in the prce . She also reviewed some of the future legislation including construction ` `:reform, manufacring competitiveness and a PSPRS reform trailer for pooling and governance. CONSENT AGENDA Motion to approve by council ember: owen, second by Vice Mayor Post. Passed unanimo �' C 1 Resolution No. 7-007: Relating to velopment; approving a release of assurances for Gladden Farms Block` subdivision and acpting public improvements for maintenance (Keith Branny C2 Resolution No. -008: Relating to Public Works; approving and authorizing the Mayor to execute a publicimprovement,participation agreement for the construction of a sewer connection lb'lhe Leman Academy Ciro"Dalley site to the public sewer system as part of the Tangerine Corridor Project (FrankCassidy) C3 Resolution No", 2017-00 Relating to Utilities; approving and authorizing the Mayor to execute a Reconciliatio '":Agreement for Construction of Water Facilities under Private Contract for the Willow Vista Subdivision (Frank Cassidy) C4 Approval of January 12, 2017 Strategic Plan Working Group Community Meeting Minutes, January 17, 2017 Regular Council Meeting Minutes, and January 31, 2017 Study Session Meeting Minutes (Jocelyn C. Bronson) LIQUOR LICENSES Ll Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a New Series 12 Restaurant liquor license application submitted February 7,2017 Regular Council Meeting Minutes 2 Marana Regular Council Meeting 02/21/2017 Page 102 of 158 by Kevin Arnold Kramber on behalf of Boston's the Gourmet Pizza, located at 5825 W. Arizona Pavilions Dr., Marana, Arizona 85653 (Jocelyn Bronson). Ms. Bronson noted that the application had been properly reviewed and posted, and that no protests were received. Staff recommends approval. Motion to approve by Council Member McGorray, second by Council Member Zeigler. Passed unanimously 6-0. L2 Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a new Series 3 In-state Microbrewery liquor license application submitted by Todd Douglas Button on behalf of Button Brew House, located at 6800 North Camino Martin, Suite 160, Marana, Arizona 85741 (Jocelyn Bronson). Ms. Bronson noted that the application had been properly reviewed and posted, and that`no protests were received. Staff recommends approval. Motion to approve by Council Member Bowen, second by Vice Mayor Post. Passed unanimously 6-0. BOARDS, COMMISSIONS AND COMMITTEES B 1 Relating to Boards, Commissions and Co1iiffiittees; s hsting three pot e ial topics for the Winter/Spring 2017 Marana Citizen ':Forum (Jocet"i" orison). Ms. Bronston noted that the upcoming Forum session will be the et session facilitated by her and Heath Vescovi-Chiordi. There are currently 25 delegates sift ln on the Forum. fir. Vescovi instructed Council on choosing their top three choices from the matrik"`provided. The Forum will then select their choice from those three. ices for deliberation at't` % ":next session which begins February 16, 2017. COUNCIL ACTION Al Ordtnc+ No. 2017:{ Zelatti to Finance; adopting the amended Town of Marana comprehensive fee sche, le; anct signating ffeetive date (Jamsheed Mehta). Resolution No. 2017010: Relating to Finance; declaring as a public record filed with the Town Clerk' t e amended Town of Maraca comprehensive fee schedule adopted by Ordinance No. 2017.004 (Jamsheed Mehta): Mr. Mehta noted that if Coun'''cil approves the amended fee schedule tonight, it will go into effect March 13, 2017.`:,M,- ,' ti to approve Ordinance No. 2017.004 and Resolution No. 2017- 010 by Council Member Zi4ler, second by Council Member Bowen. Passed unanimously 6- 0. A2 Resolution No. 2017-011: Relating to the Marana Regional Airport; approving and adopting the Airport Master Plan and the Airport Strategic Business Plan (Steve Miller). Mr. Miller introduced the consultants, Charlie McDermott from Armstrong Consulting who will give a brief update on the master plan, and Richard Crossman from Genesis Aviation who will present on the first business plan for the airport. Mr. McDermott noted previous briefings before Council and said that tonight's presentation was a general recap of the goal of the master plan. The goals were to establish realistic aviation activity forecasts and get FAA approval for the February 7,2017 Regular Council Meeting Minutes 3 Marana Regular Council Meeting 02/21/2017 Page 103 of 158 forecasts. Future airport development covers a 20-year planning period grouped into three phases of 1-5 years, 6-10 years and 11-20 years. Three planned areas of development are the specialty aviation services complex to house repair, restoration and other specialized operations, the corporate development complex which will house the fixed base operator, the corporate hangars and the terminal building, and the general aviation complex to include hangar development, flight training and charter services. Input for this plan was received from the FAA, ADOT and the PAC and TAC airport committees. Mr. McDermott described the timeline and site development for each of the three phases, and highlights such as the aircraft parking apron, a new fuel facility, an air traffic control tower and additional runways. The 3 5 airport development projects are estimated in 2016 dollars to be $35.2M. The town's share of the cost will be about $24.2M. Mr. Crossman noted the purpose of the airport business`plan and the goal, which is to be consistent with regional opportunities and airport stre" s. e then enumerated the prioritized goals, among them to identify new funding opponities for infrastructure improvements and pursue a new joint air traffic control tower for the regional airport and.Final Airpark, or a single tower if a joint tower is not possible, attract nevi specialty air service providers to the airport and build new terminal facilities. He also noted tha the airport is one of the rn jor,economic activity centers for the town. The plan was designed to build on Marana's quality of life, community support, a skilled labor market, aces to major marl endappropriate infrastructure. Next steps will be the execution of the pfa rich will include`addressing the airport's infrastructure challenges, develop and implement a 'marketing plan as weld continue to evaluate and improve the airport's financial position. Motion o,approve `he airport masterplan and business plan by Council Member Bowen,second by Council MembecGorray Passed unanimously 6-0. ITEMS FOR DISCISSION/POSSIBLE ACTION D 1 Relating to Legsaion Governmep , Actions; discussion and possible action regarding a1 pending state, f`o r .l, and 1 l, leg l tion/government actions and on recent and upcomi 911 gs o 'the other pvernmenlai:bodes (Gilbert Davidson). EXECUTIVE SESSIONS Pursuant to A.R:. . § 3 8-431.03,,the Town Council may vote to go into executive session, which will not be open to e,public, t©discuss certain matters. El Executive Session=ith to A.R.S. §38-431.03 (A)(3), Council may ask for discussion or consultation for legal the Town Attorney concerning any matter listed on this agenda. FUTURE AGENDA ITEMS Notwithstanding the mayor's discretion regarding the items to be placed on the agenda, if three or more Council members request that an item be placed on the agenda, it must be placed on the agenda for the second regular Town Council meeting after the date of the request, pursuant to Marana Town Code Section 2-4-2(B). February 7,2017 Regular Council Meeting Minutes 4 Marana Regular Council Meeting 02/21/2017 Page 104 of 158 ADJOURNMENT. Motion to adjourn at 7:58 p.m. by Vice Mayor Post, second by Council Member McGorray. Passed unanimously 6-0. CERTIFICATION I hereby certify that the foregoing are the true and correct minutes of the Marana Town Council meeting held on February 7, 2017. I further certify that a quorum was present. Jocelyn C. Bronson, Town Clerk February 7,2017 Regular Council Meeting Minutes 5 Marana Regular Council Meeting 02/21/2017 Page 105 of 158 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting L1 Meeting Date: 02/21/2017 To: Mayor and Council Submitted For: Jocelyn C. Bronson, Town Clerk From: Suzanne Sutherland, Assistant to the Town Clerk Date: February 21, 2017 Subject: Relating to Liquor Licenses; recommendation to the Arizona Department of Liquor Licenses and Control regarding a special event liquor license application submitted by Tony Hunter on behalf of Rotary Club of Marana for Marana Game Day to be held on March 18, 2017 (Jocelyn C. Bronson) Discussion: This application is for a special event liquor license on behalf of Rotary Club of Marana for Marana Game Day to be held on March 18, 2017. A special event liquor license is a temporary, non-transferable, on-sale retail privileges liquor license that allows a charitable, civic, fraternal, political or religious organization to sell and serve spirituous liquor for consumption only on the premises where the spirituous liquor is sold and only for the period authorized on the license. Qualifying organizations will be granted a special event license for no more than ten (10) days in a calendar year. Events must be held on consecutive days and at the same location or additional licenses will be required. The license is automatically terminated upon closing of the last day of the event or the expiration of the license, whichever occurs first. The qualified organization must receive at least twenty-five percent (25%) of the gross revenues of the special events. Pursuant to state law, a person desiring a special event liquor license must request a special event application from the Department of Liquor Licenses and Control (DLLC). The applicant then must file the application with the town for events occurring within the town's limits. The town may then recommend approval or disapproval of the special event liquor license. If the special event liquor license application is approved by the Town Council, and the event meets the requirements for granting the license, the director of the DLLC will issue a special event liquor license to the qualifying organization. If the application is disapproved by the Town Marana Regular Council Meeting 02/21/2017 Page 106 of 158 Council, the DLLC will normally not consider the application. Staff Recommendation: Staff recommends approval of this special event liquor license application. Suggested Motion: OPTION 1: I move to submit to the DLLC a recommendation of approval of the special event liquor license application submitted by Tony Hunter on behalf of Rotary Club of Marana for Marana Game Day. OPTION 2: I move to disapprove the special event liquor license application submitted by Tony Hunter on behalf of Rotary Club of Marana for Marana Game Day. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Application Series Description Special Event Liquor License ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 107 of 158 l�:;yer r.j _:sf ktt3 �scr; ars: FOR DLLC USE ONLY � ; ,C Event Dates): Arizona Department of Liquor Licenses and Control 800 W Washington 5th Floor Event time start/end: , Phoenix, AZ 85007-2934 CSR: co .www.azli uorov 1Z0. q g (602) 542-5141 License: APPLICATION FOR SPECIAL EVENT LICENSE Fee=$25.00 per day for 1-10 days(consecutive) Cash Checks or Money Carders Only A service fee of$25.00 will be charged for all dishonored checks (A.R.S. §44-6852) IMPORTANT INFORMATION:This document must be fully completed or it will be returned. The Department of Liquor licenses and Control must receive this application ten(10) business days prior to the event. If the special event will be held at a location without a permanent liquor license or if the event will be on any portion of a location that is not covered by the existing liquor license, this application must be approved by the local government before submission to the Department of Liquor Licenses and Control(see Section 15). SECTION 1 Name of organization: Rotary Club of Marana SECTION 2 Non-Profit/IRS Tax Exempt Number: F C) , SECTION 3 The organization is a: (check one box only) DCharitable[:]Fraternal (must have regular membership and have been in existence for over five (5) years) EIReligious [Z]Civic (Rotary,College Scholarship)[:]Political Party, Ballot Measure or Campaign Committee SECTION 4 Will this event be held on a currently licensed premise and within the already approved premises?E]Yes [Z]No Name of Business License Number Phone(include Area Code) SECTION 5 How is this special event going to conduct all dispensing,serving, and selling of spirituous liquors? Please read R-19-- 318 for explanation Took in special event planning guide) and check one of the following boxes. E]Place license in non-use [:]Dispense and serve all spirituous liquors under retailer's license [Z]Dispense and serve all spirituous liquors under special event 0split premise between special event and retail location (IF NOT USING RETAIL LICENSE, SUBMIT A LETTER OF AGREEMENT FROM THE AGENTIOWNER OF THE LICENSED PREMISE TO SUSPEND THE LICENSE DURING THE EVENT. IF THE SPECIAL EVENT IS ONLY USING A PORTION OF PREMISE, AGENT/OWNER WILL NEED TO SUSPEND THAT PORTION OF THE PREMISE.) SECTION 6 What is the purpose of this event? Don-sife consumption [:]Off-site (auction) []Both SECTION 7 Location of the Event: Crossroads at Silverbell District Park Address of Location: 7548 N. Silverbell Rd., Tucson, Pima, AZ 85743 Street City COUNTY State Zip SECTION 8 Will this be stacked with a wine festival/craft distiller festival? [:]Yes ❑ SECTION 9 Applicant must be a member of the qualifying organization and authorized by an officer, Director or Chairperson of the organization named in Section 1. (Authorizing signature is required in Section 13.) 1. Applicant: Hunter Anthony Robert Last First Date of Birth 2. Applicant's mailing address: Street City State Tip 3. Applicant's home/cell phone: Applicant's business phone: (520) 382-1982 4. Applicant's email address: 3/11/2016 Page � of 4 Marana Regular Council Mei �/ V4�Ziring ADA accommodations call (602)542-9027. Page 108 of 158 SECTION 1. Has the applicant n convicted t of a felony,or had a liquor license revolved within the list five cars? Yes No (if Yes,affach explanation. 2. How many special event licenses have been issued to this location this year? 0 (The number ccnnc t exceed 12 eventsr;excepfions under A.R.S .§4-203.02(D).) 3. Is the organization using the services cif a promoter or ether person to manage the evert? ' s [Z]No If yes,attachc copy of the agreement.) . List all people and car aniz itions who will receive the proceeds. Account for 1 f the proceeds. The organization applying rest receive 25%of the gross revenues f the special event liquor sales.Attach ars additional page if necessary. a Percentage* Address m wEll Street city Stag Zip NamePercentage: Address Street City stag Zig' 5. Please read A.R.S. 203.02 Special event license: rules and R 19-1-205 R'egsir r ent for a Soecial Event License. ALL ALCOHOLIC BEVERAGE SALES MUST BE FOR CONSUMPTIONT THE EVENT SITE ONLY. "NO ALCOHOLIC LL LEAVE I L EVENT UNLESS THEY ARE IN AUCTIONL I THE SPECIAL EVENT LICENSE IS STACKEDIT I DISTILLERY TI'S L LICENSEIT . What type of security and control measures will you take to prevent vi l if ions of liquor laws at this event2. (List type and number of police/security per onn I and type of fencing or control barriers,if applicable. Officers Number of Police 0 Number of Security Persc nn l [Z]Fencing[Z]Fencing013arriers x l ncifion: The evert will take place in a fenced area of the park,with managed access to the area.Marana Police Officers will be on duty. SECTION 11 Dates and Hours of Event. Days must be consecutive but may not exceed 10 consecutive days. See A.R.S.§4-244(land )for legal hours of service. PLEASE ILL TION FOR EACH"'NON-CONSECUTIVE"DAY Date Day f Week StartEvent License End Time Time A 1: 03/18/2017 Saturday �00 PM 8: A 2. DAY 3: DA's DAY 5: DAY DAY 7 A : DAY 9. DAY 1 3/1/2016 Marana Regular Council Meeting 02/21/2017, Page2 of 4 Page 109 of 158 Ir d-1vid als requiring ADA accommodations call(602)542-9027." SECTION 12 License premises diagram. The licensed premises for your special event is the area in which you are authorized to sell, dispense or serve alcoholic beverages under the provisions of your license. The following space is to be used to prepare a diagram of your special event licensed premises. Please show dimensions, serving areas, fencing, barricades, or other control measures and security position. NT IN ............... r Opyw/pe MM 2k" Poft-aq�qgy' '07 A" B Nk I------ ....... .............. sZone FOWTruck .......... Wn 1��NO V-- 10�IRR 01 3/1/20116 Marana Regular Council Meetin Q2/21/2017.. Page 3 of 4 Page 110 of 158 InNviduals requiring ADA accommodations call (602)542-9027. SECTION 13 To be completednye by an Officer, Director or Chairperson of the ni ti In ti 1 (Print Full Name) Anthony Hunter declare that I am an Officer, Director or Chairperson of the orgc r lac is r ftl01 this appJip itic n as listed in Section 9.. 1 have read the applicafIon and the contents and all statements are true,co r 6vn �� ' `"'"" i C 'i �`^ryacts , -. Signature Mle/Position Date Phone Number The foregoing instrument was acknowledged before me this 020/7�b-rah A mm Day Month Year M�A(�V'of Aw County of Pima My 1-ori �� � 1 � t Si tur of Notary Public SECTIONThis section is to be completedonly the applicant named in Section 9. 1,(Print Full Name) declare that I��a the PPLICA�NT filing this c plication a listed ire Se�j,. `. 1 haye1bad the application and the confenf-sand content-sandall statements are true,correct and complete.------------- , Sign arra W °itl "Position Dote Phone Number The foregoing instrument was aci nowle ged before me this A4&4t.- 90/1 - Month Year state County of nne Sutherland Notary Public My Commission Expires on., x County,Anizona omm. it - - m' Sintur int N�tCrry Public Please crit the local governing boardfor additional application requirements n i<ssion deadlines. Additional licensing s may alsorequired t'or l may be granted. For more information, please contact your local junsdiction. c event link&pdf. SECTIONi Governing Body Approval Section. I, recommend P ROVA L 1:1 DISAPPROVAL (GovernmentOfficial) rdle On behalf of ,Town,Cod Signature Date Phone SECTION 16 For Department of Liquor Licenses and Control use only. SPP OVAL DDISAPPROVAL Y: DATE A.R.S. §41-1030. InvaligIfty gf rules;s not made ac fate 1 s ;nt�r rpt& n�ic BM An agency shall not base o licensing decision in whole or in part on a licensing requirement or condition that is not specifically authorized by statute,rule or state tribal gaming compact.A general grant of authority in statute does not constitute e basis for imposing a licensing requirement or condition unless a rule is made pursuant to that general grant of authority that specifically authorizes the requirement ent or condition. D. THIS SECTION MAY BE ENFORCED IN A,PRIVATE CIVIL ACTION AND RELIEF MAY BE AWARDED A AINST Tl-1F STATE.THE COURT MAY AWARD REASONABLE ATTORNEY FEES, DAMAGES AND ALL FEES ASSOCIATED WITH TIFF LICENSE APPLICATION TO A DARTY THAT PREVAILS IN AN ACTION THE STATE FOR A►VIOLATION OF THIS SECTION. E. A STATE EMPLOYEE MAY NOT INTENTIONALLY OR KNOWINGLY VIOLATE THIS SECTION. A VIOLATION OF THIS SECTION IS CAUSE FOR DISCIPLINARY ACTION OR DISMISSAL PURSUANT TO THE AGENCY`S,ADOPTED PERSONNEL POLICY. F. THIS SECTION DOES NOT ABROGATE THE IMMUNITY PROVIDED BY SECTION 12-820.01 OR 12-820.02 Marana Regular Council Meeting 02/21/2017 Page 111 of 158 3/1/2016 Rage 4 of Individuals requiring ADA accommodations call(602)542-9027. SERIES: 15 SPECIAL EVENT LICENSE (Temporary) Non-transferable On-sale retail privileges PURPOSE: Allows a charitable, civic, fraternal, political or religious organization to sell and Serve Spirituous liquor for consumption only on the premises where the spirituous liquor is sold, and only for the period authorized on the license. This is a temporary license. ADDITIONAL RIGHTS AND RESPONSIBILITIES: The applicant for a special event license must request a special event application from the Department and file the application ►with the governing body of the city or town, or Board of Supervisors of an unincorporated area of a county (where the special event is to take place) for approval or disapproval. Some local governing bodies may require approximately 50 days prior notice. If the application is approved by the local authority, and the event meets the requirements for granting the license, the Director will issue a special event license to the qualifying organization. Qualifying organizations will be granted a special event license for no more than ten (10) days in a calendar year. Events must be held on consecutive days and at the same location or additional licenses will be required. The license is automatically terminated upon closing of the last day of the event or the expiration of the license, whichever occurs first. The qualified organization must receive at least twenty-five percent (25 %) of the gross revenues of the special event liquor sales. A person selling spirituous liquor under a special event license must purchase the spirituous liquor from the holder of a license authorized to sell off-sale; except that, in the case of a non-profit organization which has obtained a special event license for the purpose of charitable fund raising activities, a person may receive the spirituous liquor from a wholesaler as a donation. AVERAGE APPROVAL TIME: one (1) to semen (7) days. PERIOD OF ISSUANCE: Issued for no more than a cumulative total of ten (1 U) days in a calendar year. A special event may be held for more than one (1) day, but it must be held on consecutive days and at the same location or additional licenses will be required. FEES: $25.00 per day. ARIZONA STATUTES AND REGULATIONS: ARS 4-283w029 4-2445 4-261; Rule R19-1-228, R19-1-235, R19-1-309. Disabled individuals requiring special accommodations please call (002) 542-9027 Marana Regular Council Meeting 02/21/2017 Page 112 of 158 ,Ad< AZ MARANA ESTABLISHED 1977 Council-Regular Meeting At Meeting Date: 02/21/2017 To: Mayor and Council From: Steven Vasquez, Senior Planner Date: February 21, 2017 Strategic Plan Focus Area: Not Applicable Subject: PUBLIC HEARING: Ordinance No. 2017.005: Relating to Development; amending Marana Land Development Code Title 5 (Zoning) to reduce the minimum lot width for the R-16, R-12, R-10, R-8 and R-7 zones by five feet; and designating an effective date (Steven Vasquez) Discussion: On November 17, 2015, staff brought before the Council a recommendation to reduce the minimum lot width of the R-6 Residential zone by five feet to 50 feet. This was initiated in response to the development community's request for flexibility with housing model choices and marketability of lots. This was evident through the numerous specific plans previously approved by the Town which allow for a minimum lot width of 50 feet or less. This amendment was approved unanimously 5-0 by the Council. In the December 2016 recommendations report done by the consultant selected by the Town for the comprehensive update of the Land Development Code, the concern on the restrictions on lot sizes by the development community was emphasized and the need for reduced reliance on specific plans and greater range of lot sizes in zoning districts was proposed. In order for Marana to adapt to the emerging trends of the housing market, the importance of building more flexibility into zoning districts is vital. While the process of updating the entire Land Development Code continues, staff has decided to move forward with implementing amendments to additional zoning districts. Therefore, staff brings before the Council a recommendation to reduce the minimum lot width of the R-16, R-12, R-10, R-8 and R-7 residential zones by five feet. These zones (along with the R-6 zone) are the zones production home builders generally build in and are subject to the residential design Marana Regular Council Meeting 02/21/2017 Page 113 of 158 standards found in Title 8 of the Land Development Code. Staff Recommendation: Staff recommends adoption of Ordinance 2017.005, amending the R-16, R-12, R-10, R-8 and R-7 zones in Title 5 (Zoning) of the Land Development Code of the Town of Marana. Planning Commission Recommendation: The proposed amendments were presented to the Planning Commission at a public hearing on January 25, 2017, and received a unanimous vote (7-0) for recommendation for approved to the Town Council. Suggested Motion: I move to adopt Ordinance No. 2017-005, approving amendments to Title 5 (Zoning) of the Marana Land Development Code; and designating an effective date. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Ordinance No. 2017.005 ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 114 of 158 MARANA ORDINANCE NO. 2017e005 RELATING TO DEVELOPMENT; AMENDING MARANA LAND DEVELOPMENT CODE TITLE 5 (ZONING) TO REDUCE THE MINIMUM LOT WIDTH FOR THE R-16, R-12, R-10, R-8 AND R-7 ZONES BY FIVE FEET; AND DESIGNATING AN EFFECTIVE DATE WHEREAS the Mayor and Council of the Town of Marana find that the revisions adopted by this ordinance are in the best interest of the Town of Marana and the general public. NOW, THEREFORE, BE IT ORDAINED by the Mayor and Council of the Town of Marana, Arizona, as follows: SECTION 1. Marana Land Development Code Title 5 (Zoning), Section 05.10.07 (R-16 Residential), paragraph G (Property development standards Generally), subparagraph 2 (Lot dimensions), sub-subparagraph a(Width) is amended as follows (with deletions shown with Stf-;kl ee tt and additions shown with double underlining): a. Width. Lots shall have a minimum width of a'^'h+„_I IV%.#f,"o 125) 80 feet. SECTION 2. Marana Land Development Code Title 5 (Zoning), Section 05.10.08 (R-12 Residential), paragraph G (Property development standards Generally), subparagraph 2 (Lot dimensions), sub-subparagraph a(Width) is amended as follows (with deletions shown with Stf-;kl ee tt and additions shown with double underlining): a. Width. Lots shall have a minimum width ofta..11ghty or" 75 feet. .Y k%.f%ol� SECTION 3. Marana Land Development Code Title 5 (Zoning), Section 05.10.09 (R-10 Residential), paragraph G (Property development standards Generally), subparagraph 2 (Lot dimensions), sub-subparagraph a(Width) is amended as follows (with deletions shown with Stf-;kl ee tt and additions shown with double underlining): .# k I %.#a. Width. Lots shall have a minimum width of � 70 feet. SECTION 4. Marana Land Development Code Title 5 (Zoning), Section 05.10.10 (R-8 Residential), paragraph G (Property development standards Generally), subparagraph 2 (Lot dimensions), sub-subparagraph a(Width) is amended as follows (with deletions shown with Stf-;klee tt and additions shown with double underlining): a. Width. Lots shall have a minimum width of 65 feet. SECTION 5. Marana Land Development Code Title 5 (Zoning), Section 05.10.11 (R-7 Residential), paragraph G (Property development standards Generally), subparagraph 2 (Lot dimensions), sub-subparagraph a(Width) is amended as follows (with deletions shown with Stf-;klee tt and additions shown with double underlining): a. Width. Lots shall have a minimum width ofQ.xty (W 55 feet. .Y k 00050784.DOCX/1 Marana Ordinance No.2107.005 - 1 - 2/7/2017 1:54 PM Marana Regular Council Meeting 02/21/2017 Page 115 of 158 SECTION 6. All ordinances or parts of ordinances in conflict with the provisions of this ordinance are repealed as of the effective date of this ordinance; provided, however, that this repeal shall not affect the rights and duties that matured or penalties that were incurred and proceedings that were begun before the effective date of the repeal. SECTION 7. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, the decision shall not affect the validity of the remaining portions of this ordinance. SECTION 8. This ordinance shall become effective on the thirty-first day after its adoption. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2 I St day of February, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00050784.DOCX/1 Marana Ordinance No.2107.005 - 2 - 2/7/2017 1:54 PM Marana Regular Council Meeting 02/21/2017 Page 116 of 158 AZ MARANA STAB L II S H ED 1977 Council-Regular Meeting A2 Meeting Date: 02/21/2017 To: Mayor and Council From: Jane Fairall, Deputy Town Attorney Date: February 21, 2017 Strategic Plan Focus Area: Not Applicable Subject: Resolution No. 2017-015: Relating to Real Property; approving and authorizing the Mayor to execute an Option and Wireless Communications Facility Lease Agreement between the Town of Marana and Verizon Wireless (VAW) LLC for the lease of approximately 704 square feet of Town-owned property at the Marana Heritage River Park located at 12375 N. Heritage Park Drive (Jane Fairall) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: In November 2014, Town staff made a presentation to the Town Council regarding several requests to lease Town property for purposes of wireless communications facilities, including cell towers. Among the requests discussed at the meeting was a request by Verizon to lease Town-owned property at Heritage Park. Council directed staff to proceed with negotiations for a lease agreement at the site. The option and lease agreement presented tonight provides that the Town will grant a 12-month option to Verizon for the site for Verizon to complete its due diligence, to analyze the suitability of the property for its wireless facility, and to obtain any necessary permits for construction of the site. If Verizon does not exercise or terminate the option during that initial 12-month period, a second 12-month option period will be granted. Assuming Verizon finds the location to be ultimately suitable and is able to obtain necessary permits for its facility, Verizon will exercise the option and the lease term for the site will begin. The initial term of the lease shall be 5 years, followed by up to five successive 5-year renewal periods, for a potential total of 30 years. Verizon may use the site only for a wireless communication facility as described in the lease agreement and its attachments. As was explained at the November 2014 Council meeting, this option and lease agreement is only the first step toward the ultimate construction and operation of the wireless facility. If the Council approves the lease, Verizon will have the right to use the property pursuant to the terms of the Marana Regular Council Meeting 02/21/2017 Page 117 of 158 lease agreement; however, Verizon must still go through the zoning process set forth in Title 23 of the Land Development Code for wireless communications facilities in order to receive the necessary permits and approvals to move forward. Financial Impact: Fiscal Year: 2017 Budgeted Y/N: N Amount: See below Verizon will pay a $1,500 option fee for a one-year option period, and may exercise a second option year at the same amount. If and when Verizon exercise its option to lease the property, Verizon will pay $1,500/month in rent for the first year, with an automatic 3% increase in rent for each subsequent lease year. Staff Recommendation: Staff recommends approval of the option and lease agreement. Suggested Motion: I move to adopt Resolution No. 2017-015, approving and authorizing the Mayor to execute an Option and Wireless Communications Facility Lease Agreement with Verizon Wireless for the lease of Town-owned property at the Marana Heritage River Park. Attachments Resolution No. 2017-015 Exhibit A to Resolution - Agreement TUC Heritage Verizon Plan Set-ZDs Marana Regular Council Meeting 02/21/2017 Page 118 of 158 MARANA RESOLUTION NO. 2017-015 RELATING TO REAL PROPERTY; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN OPTION AND WIRELESS COMMUNICATIONS FACILITY LEASE AGREEMENT BETWEEN THE TOWN OF MARANA AND VERIZON WIRELESS (VAW) LLC FOR THE LEASE OF APPROXIMATELY 704 SQUARE FEET OF TOWN-OWNED PROPERTY AT THE MARANA HERITAGE RIVER PARK LOCATED AT 12375 N. HERITAGE PARK DRIVE WHEREAS Verizon Wireless LLC seeks to lease approximately 704 square feet of Town property at Marana Heritage River Park for a wireless communication facility, including a cell tower; and WHEREAS the Mayor and Council of the Town of Marana find that the best interests of Marana and its citizens are served by entering into the proposed option and lease agreement. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Option and Wireless Communications Facility Lease Agreement with Verizon Wireless LLC attached to this resolution as Exhibit A, for the lease of approximately 704 square feet of Town-owned property at Marana Heritage River Park, is hereby approved, and the Mayor is authorized to execute 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 required or beneficial to carry out the terms, obligations, conditions and objectives of the option and lease agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 21st day of February, 2017. Mayor Ed Honea ATTEST: APPROVED AS TO FORM: Jocelyn C. Bronson, Town Clerk Frank Cassidy, Town Attorney 00050855.DOCx it Marana Resolution No.2017-015 - 1 - Marana Regular Council Meeting 02/21/2017 Page 119 of 158 orriON AND WfRELESS COMMUNICATIONS FACILITY LEASE AGREEMENT This Option and Wireless Communications Facility Lease Agreement ("Agreement,"') 1.s entere 'Into by and betweenho f Marana, an Arizona munIcIpal corporation (""I"OWN") and Verizon iresuDelaware b-mited 11'abIl"Ity. company, d/b/a Ver"I"zon Wireless (""Verizon" or "Lessee"). TOWN and Verizon are at times co Ilectively referredto as "'Parties" orindividually as a "'Party. REUTALS A. TOWN owns land located 'in the Town of Marana, Pima County, Arizona,, at 1,2375 N'. Heritage Park Drive ("'Prop erty"), as further described in the Verizon Wireless TUC I.Jeritage plan set (the "'Plan Set") attached cas Exhibit ,A to this Agreement and incorporated herein by this reference. Specifically, the Property is described on Sheet No. LS-1 ofthe Plan Set. willingconsisting � , . .,arfeet "eProperty, as more particularly described, on Sheet No# S 2 of th.e ][7-1anS'et (tfie "Sit-e") fo le, d ,. . . . &"I"C . y. „_.�, .Fhaccess � �ce. � routes " w„ � � utility e �t et e „ w s necessary sMr r a .z �, � rc , i Agreement ("'Access r described and depicted . D. The Site and Access Routes a.re collectively referredato "'Premises." E. TOWN and Verizon desire to establish their res e I p ctive rights and ilius regarding this Option d Wireless Communication ci Lease Agreement. OPTION AGREEMENT In consideration of the mutual covenants contained this Option Agyeetnent,, the Parties agrees 1, Qpjj���� TOWN hereby grants to Verizon the right andlease Premises for the term and 'in accordance with the covenants and conditions set forth in this Agreement. The Option Period shall. commence as of the sigi.,lature date of the last Party to sign thi's Agreement and continues for a period of 1,2 months, unless sooner terminated r exere 'Verizon.. eonot termiated or exercised option within " InitialPeriod, TOWN shall automatically second M s to Verizon, commencing upon the anniversary ciate of efirst Option . . 0CX 2 IVaranaegular ouncil Meeting 02/21/2017 Page 120 of 158 2. Insvection ffi�,Yhts. During any Option Period, Verizon shall have the right to V analyze the suitability of the Premises for its 11-1tended use. Verizon ana its employees, agents,, contractors, en.g.meers, c-ind- surveyors shall have, the right to enter upon the 9 Property to inspect, conduct, perform. axid,. exa.tnines'ofl. borin-gs, drat-nage teshin.& i-na-t(-,mU).J. sampling, surveys and other geological or engineering tests or studies of the Property, to apply for and obtain all licenses and permits required for Verizon's use of the Premises from all applicable goveriu-nental or regulatory entities, and to do those things on or off the Property that, 'in the sole opinion of Verizon, are necessary to determine the physical condition of the Property., the environmental history of the Property, TOWN's title to the Property and the feasibility or suitability of the Premises for Verizon"s use as defined h-1 this Agreement, all at Verizon's expense (the "Due Diligence Investigation"'). Activities conducted in cormection with Verizon's Due Diligence InvesUgation shall not be deenied to constitute exercise of the option or comniencement of corLstruction of Verizon's facilities. 3. Access, Verizon shall comply with any reasonable security requirements of TOWN if the Site is located within a fenced or secured access location. 4. Government App Lovals. It iI s understood and agreed that Verizon's ability to use the Premises is contingent upon its obtaining all of the certificates, licenses, permits and other approvals (collectively the "Governmental Approvals") that may be required by any federal, state or local authorities which will permit Verizon's use of the Premises as set forth above. TOWN shall cooperate with Verizon in its effort to obtain such approvals and shall take no action which would adversely affect the status of the Property wlih respect to the Proposed U.Se thereof k,-),y '1V1C--�r1z011j unless reqwre�cl. to do sC') by law or reg-utc-ition. or to protect public heafth, safety or welfare, :How ever, nothing herein shall be deemed to constitute a contractual obligation of TOWN as a municipality, to issue a required Governmental Approval. where the officer, agent or employee of TOWN responsible for the issuance of such Governmental Approval deems the issuance of such a Governmental Approval to be inappropriate. This Lease is not intended to supersede, modify or waive any requirements in the Marana Town, Code 'intended to regulate the construction and operation of telecommunications services or the location and development of wireless communication facilities. If(1) any applications for such Governmental Approvals should be finally rejected; (2) any Governmental Approval issued to Verizon is canceled, expires, lapses, or is otherwise w-ithdrawn or terminated by governmental authority; determines that or (3) Verizon determauthority, in such Governmental Approvals may not be obtained in a timely manner, Verizon shall have the right to terminate this Agreement,. as set forth in paragraph 5 of this Option Agreement. 5. Termination of Option. If Verizon determines, during any Option Period, that the Premises are not appropriate for Verizon's intended use, or if for any other reason., or no reason, Verizon decides not to lease the Premises, then Verizon shall have the right to terminate this Agreement without penalty upon written notice to TOWN at any time. If the second Option Period, as described in paragraph 1 of this Option Agreement, expires and Verizon has not exercised the option, this Agreement shall terminate. If 00043386,DOCX/2 OF)"TION AND WIRPIH�SS COMMUNICATION FACH,i,ry LI.ASIS VERIZON/lUC 1-11"RI"I'AGE SITE 6/22/2016 2 Marana Regular Council Meeting 02/21/2017 Page 121 of 158 Verizon terminates the option or fails to exercise the option, any Option Fee, as set forth in paragraph 9 of this Option Agreement, below, will not be prorated or refunded, 6. Exercise of Option. At any time during any Option Period, Verizon may notify TOWN in writing that it is exercising its option to lease the Premises and to commence the Lease with TOWN, as set forth in Article I of the Lease Agreement below. 7. Damages and Indemnification-. Verizon shall be responsible for any damages caused by its agents or employees to the Premises or adjacent property,, including vegetation, during any Option Period, and shall promptly restore the damaged property to its prior conaition, less reasonable wear and tear. Verizon shall not be responsible for any damages caused by the negligence or intentional misconduct of TOWN, Verizon. shall appear, defend., Ind-emnify and hold harmless TOWN, its officers, agents and employees from and against any claim for dam.a.ges arising mit of the acts or omissions of Verizon, its officers, agents and employees related to this Option Agreement. If Verizon fails or refuses to restore the Premises or adjacent property to its condition as it was prior to any Option Period, TOWN is authorized to do so and charge the costs to Verizon. S. Reservation. During any Option Period, unless Verizon has previously terminated this Agreement, TOWN will not lease the Site to another person or materially compromise Verizon's possible future lease of the Site for wireless communications. 9. Consideration for 0 on. In consideration for the rights as described in this 0p tion Agreement, Vferizon sh.afl. paay to TOMAIN In t 0 of $1,500.00 for each Option Period ("Opt-ion Fee"). The Opt-ion Fee for the initial Option Period will be paid within 45 calendar days from the full execution of this Agreement. The Option Fee for the second Option Period, if any, will be paid within 45 calendar days of commencement of the second Option Period. The Option Fee will not be prorated for any partial month either at commencement or termination. If Verizon enters into a Lease with TOWN for the Site, the Option Fee will not be prorated or refunded. 10. General. Provisions. The general provisions found in Articles 18 through 20 of the Lease Agreement apply to this Option Agreement. LEASE A GREEMENT In consideration of the mutual covenants contained in this Lease Agreement, the Parties agree that the terms and conditions of this Lease Agreement shall apply from. and after the Commencement Date as follows: Article 1. Lease Term 1.1. 'Commencement. The Lease shall commence on the first day of the first month after Verizon notifies TOWN in writing that Verizon is exercising its option to lease the 0004:3386.DOCX/2 OPTION AND WIRI`11,1,63S COMMUNICA'riON FAClu'ry LE`ASi-,,AGREEMENT':VFR1Z0N/TUC HERITAGE SITE,, 6/22/2016 3 Marana Regular Council Meeting 02/21/2017 Page 122 of 158 Premises and to commence the Lease with TOWN, as set forth in paragraph 6 of the Option Agreement ("Con-imence hent Date"), Verizon (hereinafter referred, to as "J.,essee") shall noti.fyTOWN in, writing of its intention to start construction, on the Site a:�d the start clafe, The Cojnmencetne,ot Date sh41- be noted here oj,).(,,e "It is k.n.own. and shall be incorporated herein by this reference as if fully set forth in this Agreement at the time of execution: 6 1.2. Term. The Lease shall be for a term of five years ("Term") unless sooner terminated as provided herein. 1.3. Renewal. The Lease will automatically renew for up to five successive five-yeas periods ("Renewal Terms") on the same terms and conditions as set forth herein, unless sooner termln-ated as provided. in t1i.1s Lease Agreement, The Term. and Renewal Tei.,,m-s mcay.collectively be referred to as the ""Lease Term," 1.4. 1--fol,dinQ Over. Any holding over after the expiration of the Lease Term, with the consent of TOWN shall be construed to be a. tenancy from. m-of-10-1. to month at one *re It and one-half tunes the rents herein specitiect (prorated on a monthly basis). The provisions of this Lease Agreement shall apply to any such holding over period. Article 2. Rent 2.1. 'Monthly Base Rent. During the Lease Term, Lessee shall pay to TOWN' monthly rent of $1,500.00 ("Rent") in consideration for the Lease. The first rental payment shall be made within 30 days after the Commencement Dater and shall be prorated through the end of the month., All. subsequent rental payments shall be made to TOWN On- or before the first day of the month in advance. 2.2. �. ustment. Begin.,ning on the first ai-iniversary of the Coraraencement Date,, and on each anniversary of the Commencement Date thereafter, Rent shall increase by an amount equal to 3% above the Rent applicable in the immediately preceding year. 2.3. Payment of Rent. All Rent shall be payable to the Town of Marana, 11555 W. Civic Center Drive, Marana, Arizona 85653; Attention: Finance Department, Article 3. Permissible Use 3J. In General. The Property may be used by Lessee for the transmission and reception of radio communication signals and for the construction, installation, operation, maintenance and repair of related support facilities (such as tower and base, ante-ni-ias, microwave dishes, equipment shelters and/or cabinets) but only for the provision of what is commonly known as cellular telephone service (whether or not technically referred to as Personal Communications Service, or some other term.) by the use of "personal wireless service facifities" (as such phrase is defined in §704 of the Federal Telecommunications Act of 1996, Pub. L. No. 1.04-104, 110 Stat. 56 (1996), partially codified at 47 U.S.C. § 332(c)(7)(C)(2), hereinafter "x.996 Act Section 704"} and 00043386.DOCX/2 OPTION AND WJRE1E,.SS COMMUNICATION FACH_xry LEAst",AGR1_`,EME,,NT:VERIZON/TUC H1_.".RITAG1`S1TE 6/22/2016 4 Marana Regular Council Meeting 02/21/2017 Page 123 of 158 not for any other purpose. Lessee shall, at its expense, comply with all present and future f(---_t(Iera I-,, state,, ai,,wl ocal. laws, ordnian.c(�s,, rti.les an.(J. regulat'-m-is (k_-)c u(.fi. g btifnot limited to lawsiand ordinances relating to health, safety, radio frequency emissions, and radlation-) ii-) con-n-ectiort. wit-1-j. the use of (arid opera t.1.01-1s, mal"'tilen-ance, cons truct'l[O)"I and/or installations at) the Property. 3.2. Maintenance of Government Ap.provals. Lessee shall be responsible for maintaining during the Lease Term all Government Approvals, as defined in paragraph 4 of the Option Agreement,, above,, that may be required by any federal, state or local authorities for tbe use of the Premises and the conduct of its business related to the Premises. 3.3, Additional Providers, I.,essee may allow third party telecommunications Providers (��Ao dditional Prviders") to co-locate on. Lessee"s an-ten-na StrUCtU'14 e, as generally described and depicted on Sheet Nos. Z-3 and Z-4 of the Plan Set. All persons, other than Lessee, providing telecommunications services from the Lessee Facilities or co-locating on the antenna structure shall do so only as sublessees of Lessee in accordance with the provisions of Article 9 of this Lease relating to subletting. All Additional Providers shall hold a valid telecommunications license during any period of time that the Additional Provider co-locates upon or otherwise uses the Premises and/or the Lessee Facilities, or any part thereof, for telecommunications services. 3.4. Compliance with Laws. Lessee shall comply with all applicable laws, including but not limited to zoning and environmental laws relating to its use and possession of the Premises. Article 4. Absence of Warranties Lessee has leased the Premises after a full and complete inspection thereof, as well as the title thereto, and knowledge of its present u.ses and nonuser. Lessee accepts the Premises in. the condition or state in which the Premises now exist without any representation or warranty, express or implied in fact or law, by TOWN and without recourse to TOWN, as to the title thereto, the nature, condition, or usability thereof or the use or uses to which the Premises or any part thereof may be put, except for the Warranty of Quiet Enjoyment set forth in Article 16 below. Except as otherwise providedI in. this Agreement, TOWN shall. not be required to furnish any services or I facilities or to make any repairs or alterations in or to the Premises or to provide any off-Premises improvements, such as utilities or paving, or other forms of access to the Premises, other than what may already exist as of the Commencement Date. Lessee assumes the full and sole responsibility for the condition, construction, operation, repair, demolition, replacement, maintenance, and management of the Premises. Notwithstanding anything to the contrary contained in this Agreement, TOWNshall, at its sole cost and expense, repair, replace and maintain the Site in good condition and repair as needed for Lessee's operation and use of the its facilities. 00043386DOCX/2 OPTION AND WIRJ_,'U';SS COMMUNICATION FACILITY IA_.`ASE AC RF', VERIZON/TUC HERITAGESY-FE 6/22/2016 5 Marana Regular Council Meeting 02/21/2017 Page 124 of 158 Article 5. Improvements 5.1. Lessee Facilities. Lessee has the right to construct, maintain, install., repair secure, replace, ren-iove and operate on the Prerrilses wireless coiranunicat ions facilities, I -ransm'ss*on inclufflng but not limited to a foundation, utilit M I I lines, an air Y lines, t conditioned equipment shelter(s) and/or an air conditioned equipment room,, electronic equipm-ent,, transmitting and, receiving antennas, -microwave dishes, antennas and equipment, a power generator and generator pad, and supporting equipment and structures,, and security fencing ("Lessee Facilities") as generally described and depicted on the site plan on Sheet Nos. . -1, Z-2, Z-3 and Z-4 of the Plan Set (the "Site Plan"}. The Parties acknowledge that the Site Plan may be revised as a result of the Government Approvals process, including without limitation TOWN's Conditional Use Permit process, and that any such revisions will not require revision of this Agreement or re-recording of the Plan.Set. 5.2. Utflity.,Lines. Lessee at its own expense shall install utility lines in the approved Access Routes to the Site necessary for Lessee Facilities and consistent with approval of the utility company. 5.3. Construction. All Lessee Facilities shall be constructed and installed at Lessee's sole cost and expense and in a good and workmanlike maiu-ier, Lessee shall obtain TOWN's prior approval of construction plans and specifications for the Lessee Facilities, which shall not be unreasonably withheld, conditioned or delayed. All Lessee Facilities shall be constructed or installed in compliance with specifications of plans approved by TOWN. Within 30 days after completion of construction., Lessee shall provide TOWN with as-built drawings of the Lessee Facilities. 5.4. Lien-free Construction. Lessee shall keep the Premises and all improvements thereon free of any mechanic's or materialmen's liens or liens of any kind or nature for any work done, labor performed, or material furnished on or to the Premises. If any lien is filed, Lessee shall, at its sole cost, cause such lien to be removed from the Premises within 60 days of notice or becoming aware of the lien. 5.5. Title to Improvements. Title to the Lessee Facilities and any equipment placed on the Premises by Lessee shall be held by Lessee or its lenders or assigns and are not fixtures, unless abandoned with permission of TOWN pursuant to paragraph 5.85,8 (Removal or Abandonment). 5.6, Alteration or Additional-1m rovemen.ts. Lessee shall make no alterations or additional improvements to or upon the Premises beyond those described in the plans and specifications approved by TOWN without first obtaining written approval of TOWN. Nothing herein shall prevent Lessee from maintaining the Lessee Facilities or from. replacing equipment due to wear and tear or technological advancements provided that such upgrades or replacements are with "like-kind" equipment which is comparable in dimensions and weight to equipment described in the plans and, specifications and such accommodations comply with all requirements of this Agreement, the TOWN Conditional Use Permit, Municipal Code, Land Development 00043386.DOCX/2 1_ OF) UZON/TUC HE-IRITAGE.Sin 6/22/2016 TION AND W1R1,_,-,J_.SS COMMUNICATION FACH.,rry LE"Mi7l,AGREEM]".NT:VEI 6 Marana Regular Council Meeting 02/21/2017 Page 125 of 158 (Zoning) Code or other requirements. Approved alterations, additions, replacements and -upgrades shall become part of 'Lessee Facilities as that term is used in this Agreement, 5.7. Maintenance. 'Lessee at 'Its own expense shall maintain the Premises and the Lessee Facilities in good repair and in a manner suitable to TOWN so as not to conflict with any adjacent TOWN operations. Lessee shall have sole respons'bifity for the maintenance, repair, and security of the Lessee Facilities, 5.8. Removal or Abandonment. Unless TOWN in writing allows or requires Lessee to abandon the Lessee Facilities in place, Lessee at its sole expense shall remove the Lessee Facilities on or before the expiration or within 90 days after any earlier termination of this Lease Agreement, Such removal shc-,iff be done i.rt a workmc-mlike and careful maiu-ter and without interference or damage to any other facilities or operations on the Premises. Lessee shall. repair any damage to the Premises caused by such removal to the reasonable satisfaction of 'TOWN. Upon no less than 90 days" notice prior to the expiration of thisLease Agreement, or within 60 days of any earlier termination, TOWN may require Lessee to abandon the Lessee Facilities in place at no cost to TOWN if Lessee terminates the Lease and provided that TOWN has not materially breached this Agreement. Title to any Lessee Facilities which are abandoned in place with the written permission of TOWN shall be deemed transferred to TOWN Without compensation to Lessee. Said abandoned Lessee Facilities shall thereafter be the sole property of TOWN "as-is" without any warranty, express or implied, including any warranties of particular purpose. Article 6. Access and Utifities 6.1. 'Access to Site. TOWN shall provide Lessee, Lessee's employees, agents, con-tractors,, subcontractors and. assigns with access to the Site 24 hours a day, seven days a week, at no charge to Lessee. Lessee shall comply with reasonable security requirements of TOWN related to accessing the Site. 6.2. ,, Non-Exclusive Access Routes. Lessee, its agents, employees and contractors shall have a non-exclusive right and easement for pedestrian and vehicular ingress and egress across, and Lessee shall have an easement for utility lines to access the Site via. the Access Routes described or depicted generally in the Plan Set. TOWN and Lessee each shall conduct operations with H'i the Access Routes so as to cause minimal or no interference to others. 663. 'Maintenance of Roadways. TOWN shall maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow pedestrian and vehicular access at all times under normal weather conditions. TOWN shall be *ble for maintaining 1 responsible ining and repairing such roadways, at its sole expense, except for any damage caused by Lessee's use of such roadways. 00043386.DOCX/2 01-110N AND WIRE1,F-9;COMMUNICATi.oN FACR.xry LEAS)--,,AGREEM]"N17:VF.RIZ0N/TUC HII_sIUTAGE SITE- 6/22/2016 7 Marana Regular Council Meeting 02/21/2017 Page 126 of 158 6.4. Payment of Utilities. Lessee shall, at its own expense, install separate meters for electricity and other utilities necessary for Lessee Facilities and shall timely pay all ti-tility cli-c--.irges associated. therewith, Article 7. Interference 7.1. Interference with ExistinQ Uses. Lessee's installation, operation and maintenance of Lessee Facilities shall not damage or interfere in any way with existing TOWN operations or related activities or other existing lessee or licensee activities. Lessee agrees to cease all such actions which materially interfere with existing activities upon written notice of such interference; provided, however, in such case Lessee shall have the right to terminate the Lea-se. 7.2. Interference and New Uses. Subsequent to the installation of the Lessee Facilities, TOWN will. not., and will not permit its lessees or licensees to, fi-i.stall new equipment on. or make any alterations to the Premises or property contiguous thereto owned or controlled by TOWN, if such modifications are likely to cause a material interference with Lessee's operations, In the event interference occurs, TOWN agrees to use best efforts to eliminate any material interference within a reasonable time period. TOWN's failure to comply with this paragraph shall be a material breach of this Lease Agreement. Article S. Fees and Taxes Lessee shall pay, as they become due and payable, all fees, charges, taxes and expenses requi-red for 11cellses �widlor per-ri-iits required for or occasioned by Lessee"s use of the Premises. Lessee shall pay all real and personal property taxes assessed against the Lessee Facilities. TOWN shall pay when due, all real property taxes and all other taxes, fees and assessments attributable to the Premises or this Lease Agreement. Article 9. Assignment and Subletting 9.1. AssiL)-nm.ent. 'Lessee may assign the Lease Agreement to another company, with TOWN I s written consent I I 1 , which shall not be unreasonably w'thheld, conditioned or delayed; provided., however, Lessee may 1) assign or transfer this Lease Agreement to a. financially viable parent, subsidiary, or affiliate,, or to any entity which acquires all or substantially all of Lessee's assets in the market defined by the. Federal Communications Commission in which the Property is located by reason ofa merger, acquisition, or other business reorganization without TOWN consent, and, ii) Lessee may assign the Lease Agreement to a commercial lending institution solely as security for financing purposes without TOWN consent. In the event of an assignment, assignee shall assume all obligations and liabilities of 'Lessee, known and unknown, under the Lease Agreement arising both before and after the assignment date. 00043386,DOCX/2 OPTION AND WJI:2EJ-J`SS COMMUNICATION FACH-rry Lj,.-,AS1�AGRT-.-,'Y-.M1,N'1':VERIZ(.)N/'F.UC Hf,,,Rj'FAGj-,,Sj,rj-., 6/22/201.6 8 Marana Regular Council Meeting 02/21/2017 Page 127 of 158 9.2. Bankruptcy. Any person or entity to which this Lease Agreement is assigned or transferred as part of any banl<ruptcy proceeding shall be deernewd without further act to have assumed a1l of the liabilities and obligations of Lessee a-risin.9 under fl-lis Lease Agreement on and after the date of such assignment. Any such assignee or tTansferee shall. upon demand execute and deliver to TOWN an instrument confirming such. assumption or transference. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment or transference shall be paid to TOWN, shall be the exclusive property of TOWN, and shall not constitute "property" of the Lessee or of the estate of Lessee within the meaning of the Bankruptcy Code. Any monies or other considerations. constituting TOW Ns property under the preceding sentence not paid or delivered to TOWN shall be held in trust for the benefit of TOWN and be protyiptly paid to TOWN. 9.3. Subletting. Except as provided in paragraphs 9.4 and 9,5 below, Lessee may not sublet any portion of the -Property, the Premises or the Lessee Facilities without the prior written consent of TOWN, which consent may be withheld for any reason or no reason in TOWNs sole discretion. 9.4. Additional Providers as Sublessees. Lessee may allow Additional Providers to co-locate upon Lessee's antenna. structure, as set forth in paragraph 3.3 above and this paragraph 9.4, provided that each such Additional Provider is a sublessee and Lessee and each such sublessee complies with all of the applicable terms and conditions of this Lease. The sublease of the Premises, the Lessee Facilities, or any part thereof, shall not relieve Lessee of any obligations, responsibilities or liabilities Lessee may have under .:lis -,ease, l 9.4.1. if Lessee desires to co-iocate Additional Providers on Lessee)s antero-la structure, Additional Providers shall be required to obtain a. separate ground lease from TOWN for ground space on the Property and a separate sublease from Lessee for space on Lessee's antenna structure. The Parties understand that: (i) TOWN and Lessee shall reasonably cooperate to locate Additional Providers on, the Property; (ii) TOWN may not charge any fee to Lessee for subleasing space on Lessee's antenna structure; (iii) Lessee shall not be liable to TOWN in any way for failure to enter into, maintain or renew a sublease with Additional Providers for the use of Lessee's antenna structure; (iv) TOWN shall not be liable to Lessee in any way for failure to enter into, maintain or renew a ground lease with Additional Providers for the use of TOWN's Property; (v) Lessee shall have the right to determine in its sole discretion whether it will sublease any portion of the antenna structure; and (vi) TOWN shall have the right to determine in its sole discretion whether it will lease any portion of its Property to Additional Providers. 9A.Z If Lessee subleases space on Lessee's antenna structure, Lessee shall receive 100% of any rental, paid by Additional Providers for such space. If TOWN leases ground space on the Property, TOWN shall receive 100% of any rental paid by Additional Providers for such ground space. Additional Providers shall be instructed to pay the foregoing percentage amounts directly to TOWN and Lessee. 00043386,DOCX/2 OPTION AND COMMUNICATION FACIT-ITY AGREIENEWr:VEE-UZ0N/TUC HERI'T'AGE SITE' 6/22/20-1-6 9 Marana Regular Council Meeting 02/21/2017 Page 128 of 158 Lessee shall not be responsible to TOWN for the collection or payment of rents by Additional Providers to TOWN, and TOWN shall not be responsible to Lessee for the collection. or pavment of rents by Additional Providers to 'Lessee. Neither Party shall have habl.11ty to the other Party in the event of failure of payment by Additional Providers. 9.5. Sublease Requirements. All of the following requirements mu-st be met prior to any sublease to an Additional Provider for collocation purposes: 9.5.1. All subleases shall (a) be in writing, (b) identify the Additional Provider as the sublessee, (c) require the sublessee to comply with all of the terms and conditions of this Lease to the same extent as Lessee must comply, and (c) be acceptable in.form to the Marana Town. Attorney. 9.5.2. Lessee and sublessee shall, at their own expense, obtain. all necessary zoning, land use or sim-flar approvals for the collocation on the Premises. 9.5.3. Lessee shall furnish TOWN with a set of the plans and specifications for any alteration of the Lessee Facilities or the Premises required for the Additional Provider to collocate on the Lessee Facilities, including, but not limited to,, any additional antertnae, power source or related equipment and improvements. Prior to the commencement of any construction or installation of any such alteration by the sublessee, TOWN shall have determined that the alterations are acceptable and shall have reviewed the plans and specifications and determined what additional. permits and zoning requirements, if any, are applicable. Article 10. Default and Renwdies 10.1. Default by Lessee. Lessee shall be deemed in defau-It of this Lease if any of the following occurs: 10.1.1. Lessee fails to pay Rent in compliance with Article 2 of this Lease Agreement or any other sums to TOWN when due, and does not cure such default within ten days of receipt of written notice from TOWN; or 10.1.2. If Lessee fails to comply with the performance of any other covenant or condition of this Lease Agreement and does not cure such other default within 30 days after writt6n notice from TOWN specifying the default complained of, unless such default cannot reasonably be cured within 30 days, in which case 'Lessee will not be in default as long as Lessee commences to cure the default within the 30-day period and diligently pursues such cure to completion; or 10.1-3. If. Lessee abandons the Premises and falls to pay rent or otherwise com-ply w't] I I I -i the requirements of this Agreement for a.period of four months or longer- or 10,1.4. If Lessee is adjudicated as bankrupt or makes any assignment for the benefit of creditors, 00043386.DOCX/2 -1.6 `ION AND COMMUNICATION FACILFFY LPIASt-i AGRI"I" ENT:Vi"RIZON OVI /'ruC HF4,R1TAGFSI`FF 6/22/20 10 Marana Regular Council Meeting 02/21/2017 Page 129 of 158 10.2. TOWN's Remedies in Event of Lessee Default. In the event of a default by Lessee, TOWN shall notify 'Lessee, In writing, of said default. If Lessee falls to cure w1fl-iin 30 days after the date of the notice, or In such other applicable fim-e period. as outlined above, in addition. to and not exclusive of any other remedy available to TOWN by operation. of law, TOWN shall have the right, at its option, to terminate the Lease Agreement in which event Lessee shall, immediately remove the Lessee Facifities and pay TOWN a suin of money equal to the total of: (1.) the aniount of the -unpaid Rent accrued through the date of termination; and (ii) any other amount necessary to compensate TOWN for all detriment proximately caused by Lessee's failure to perform its obligations under the Lease. 4.0.3. Cure by TOWN. In the event of any default of this Lease Agreement by Lessee, TOWN may at any time, after notice, cure the default for the account of and at the expense of the Lessee. If TOWN is compelled to pay or elects to pay any sum of money or to do any act which will require the payment of any sum of money or is compelled to incur any expense, including reasonable attorney fees in instituting, prosecuting or defending any action to enforce TOWN's rights under this Lease, the sums so paid by TOWN, with all interest, costs and damages, shall be deemed to be Additional, Rent and shall be due from the Lessee to TOWN on the first day of the month following the incurring of the respective expenses. 10.4. Default by TOWN. TOWN shall be in default if TOWN fails to comply with the performance of any covenant or condition of this Lease Agreement and does not cure such other default within 30 days after written notice from Lessee specifying the clefts tilt corri,plairied of, uniess defa-to-t can-not reason-at-)iy be cured wid-di-i 30 days, in case TOWN will not be. in default as long as TOWN commences to cii-re 0--te default within the 30-day period and diligently pursues such cure to completion. 10.5, Lessee's Remedies in Event of TOWN Default. In the event of a TOWN default and failure to cure, in addition to and not exclusive of any other remedy available to Lessee by operation of law, Lessee may terminate this Lease upon written notice to TOWN and shall remove the Lessee Facilities as set forth in paragraph 5.8. Article 11. Voluntary Termination 11.1. Voluntary Termination.by..Lessee. This Lease Agreement may be terminated by Lessee without further liability on 30 days' prior written notice (i) if Lessee is unable to reasonably obtain or maintain any certificate, license, permit, authority or approval from any governmental authority, thus, restricting Lessee from installing, removing, the Lessee Facilities or using the Prem,*,ses in the replacing, maintaining or operating tl I I I I manner intended by Lessee; (ii) if Lessee determines that the Premises are not appropriate for its operations for economic, environmental or technological reasons, k-Y including without limitation, signal strength, coverage or interference, or (1'1'1*) Lessee otherwise determines, within its sole discretion, that it will. be unable to use the Premises for Lessee's intended purpose. 00043386.DOCX/2 OPTION ANI)WIRE-1,F-SS COMM UN ICA'11 ON FACH,i,ry Ll-.-,"ASI-.AGREEME'INJ':VE,R1ZON/,rUC H1,,R1TAGE,'SI-11" 6/22/201.6 Marana Regular Council Meeting 02/21/2017 Page 130 of 158 11.2. Voluntary,Termination b TOWN. 11.11, During the first Renewa.11'erm (years 6-1-0), this Lease Agreement may be terminated by TOWN without further liability to Lessee if T OWN- reasonably determmies termination is necessary to serve a governmental (non-proprietary) purpose,, upon one year's prior written notice to Lessee. 11.2.2., At any time after the first Renewal Term (year 11 or subsequent), this Agreement may be terminated by TOWN without further liability to Lessee upon one year's prior written notice to Lessee. Article 12. Damage or Destruction of Lessee Facilities If the 1_..ess(,_1e Facillfies or any port on of the Lessee Facl-littes are destroyed or damaged so as to materially interfere with effective use of the Lessee Facilities through no fault or negligence of Lessee, Lessee may elect to terminate this Lease Agreement upon 30 days" written notice to TOW-N. In such event, 'Lessee shall promptly remove the 'Lessee Facilities from the Premises as set forth in paragraph 5.8 and this Lease Agreement(and Lessee's obligation to pay rent) shall terminate upon Lessee's fulfillment of the same. Upon termination, Lessee shall be entitled to the reimbursement of any Rent prepaid by Lessee. TOWN shall have no obligation to repair any damage to any port-ion of the Premises. Article 13. Condemnation If the Preni-ises are taken by eminent domain, this Lease Agreement shall terminate as of the date title to the Premises vests in the condemning authority. If a portion of the Premises is taken by eminent domain so as to materially hinder effective use of the Premises by Lessee, either Party shall have the right to terminate this Lease Agreement as of said date of title transfer, by giving 30 days" written notice to the other Party. In the event of any taking under the power of eminent domain, compensation shall be as determined by applicable'law. Article 14. Indemnity 14.1. Disclaimer of Liabili TOWN shall not at any time be liable for injury or damage occurring to any person or property from any cause whatsoever arising out of Lessee's construction, maintenance, repair, use, operation, condition or dismantling of the Premises, unless such injury or damage is caused by the negligence of TOWN or TOWN's employees. 14.2. Indemnification by Lessee. Lessee shall, at its sole cost and expense, indemnify and hold harmless TOWN and all associated, affiliated, allied and subsidiary entities of TOWN, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as "Indemnitees"), from and against: 00043386.1')0CX/2 OPTION AND WIREL.F-99 COMM LJ NIC ATION FACILITY 1_J',1 1s]:?AGREEWT,"NT:VI�RIZON[TU-C HT,�TH'AG]"SFIT 6/22/20-1.6 12 Marana Regular Council Meeting 02/21/2017 Page 131 of 158 14.2.1. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and expenses of attorneys,, expert witnesses and con-su-Itan-ts), which. may be imposed upon, incurred by, or 'be asserted against the Indemnitees by reason of any act of omission of Lessee, its personnel, employees, agents,, contractors or subcontractors, resulting in personal injury, y injury,' ury, si0c kness disease or death to any person or damage to, loss of or destruction of tangible or intangible property, libel, slander, invasion. of privacy and unauthorized use of any trademark, trade name, copyright, patent,, service mark or any other right of any person, firm or corporation, which may arise out of or be in any way connected with the construction, installation, operation, maintenance, use or condition of the Premises.or the Lessee's failure to comply- with any federal, state or local statute,, ordinance or regulatiort. 14.2.2. Any and all liabilities, obligations, damages, penalties, claims, liens, costs, charges, losses and expenses (including, without limitation, reasonable fees and. expenses of attorneys, expert witnesses and other consultants),, which are 1111posed upon,, incurred by or asserted against the Indenmitees by reason of any claim or lien arising out of work, labor, materials or supplies provided or supplied to Lessee, its contractors or subcontractors, for the installation, construction, operation, maintenance or use of the Premises and, upon the written request of TOWN, Lessee shall cause such claim or lien covering TOWN's property to be discharged or bonded within 30 days followfi-ig such request. 1.4.2.3. Any and all liabilities, obligations, damages, penalties, claims, liens, costs,, W 1-4y �e Jlal'ges, losses at-id. expenses (Inciudi-n.g. ith,out J.. taatioii, reasonable f .es arid. expenses of attorneys, expert wItnesses and cons ultantsWhiI ch maybe imposed u-pon, incurred by or be asserted against the Indemnitees by reason of any financing or 't HI I I I securlies offer' g by Lessee or its affiliates for violations of the common law or any laws, statutes,, or regulations of the State of Arizona or United States,including those of the Federal Securities and Exchange Commission, whether by Lessee or otherwise. 14.3. Lessee's Right...of Recover . Nothing herein shall be construed to waive Lessee's rights to seek recovery against TOWN for TOWN"s negligence or willful misconduct other than lost profits or revenues caused to Lessee's operations, or to seek recovery against third persons for any damages caused to property or injury to persons,, in, upon,or about the Premises by such other persons, 1.4,4. Assump,tion of Risk. Lessee undertakes and assumes for its officers, agents, affiliates, contractors and subcontractors and employees (collectively "'Lessee" for the purpose of this paragraph 1-4.4), all risk of dangerous conditions, if any, on or about the Premises, and Lessee hereby agrees to indemnify and, hold harmless the Indemni-tees against and from.. any claim asserted or liability imposed upon the Indemnitees for personal 'injury or property damage to any person (other than from IndemIlitee-'s negligence) arising out of Lessee's installation, operation, maintenance, condition or use of the Premises or Lessee's failure to comply with any federal, state or local statute, ordinance or regulation. 00043386.DOCX/2 OP'TION ANY)WIRI-J.1"SS COMM U NICATION FACII.FFY LT,,ASj,,.AGREFWI::N''r:VEE-uZON/TLJC Hj-!,IRI`FAGE-,SITE' 6/22/20-1.6 13 Marana Regular Council Meeting 02/21/2017 Page 132 of 158 1.4.5. Defense of Indemnitees. If any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemra'tces are M' demnified, hereunder, Lessee sha-11, upon notice from any of fl-te Inde-m.n.1tees, al Lessee's sole cost and I Lessee and approved expense,, resist and defend the same with legal counsel selected by by TOWN; provided however, that Lessee shall not admit liability in any such matter on behalf of the Indemnitees without the written consent of TOWN and provided further that Indemnitees shall not admit liability for, nor enter into any compromise or settlement of, any claim. for which they are 'indemnified hereunder, without the prior written consent of Lessee. 14.6. Notice, Cooperation and Expenses. 14.6.1, TOWN shall give Lessee prompt notice of the making of any claim or con-imenceinent of any actioll, suit or other Proceeding covered by the provisions of this Article, Not: herein shall be deemed to prevent TOWN from, cooperating with 'Lessee and participating in the defense of any litigation by TOWN's own counsel. Lessee shall pay all reasonable, third-party, out-of-pocket expenses incurred by TOWN in response to any such actions, suits or proceedings. These expenses shall include all reasonable, third-party, out-of-pocket expenses such as reasonable attorney fees and the reasonable expenses of TOWN's agents, employees or expert witnesses, and disbursements and liabilities assumed by TOWN in connection with such suits, actions or proceedings but shall not include attorneys' fees for services that are unnecessarily duplicative of services provided TOWN by Lessee. '14.6.2. If Lessee requests "FOWN assist it 'in such defense then Lessee shatl pay all reasonable expenses incurred by'_I.'0VVN_in response thereto, includn' Ag defending itself with regard to any such actions, suits or proceedings. These expenses shall include all i I out-of-pocket expenses such as attorney fees and shall also include the costs of any services rendered by the TOWN's attorney, and the actual expenses of TOWN's agents, employees or expert witnesses, and disbursements and liabilities assumed by TOWN in connection with such suits, actions or proceedings. 14.7. Ne li ence of Indemnitees. Lessee's obligation to indemnify Indemnitees under this Lease Agreement shall not extend to claims,, losses, and other matters covered hereunder that are caused or contributed to by the negligence or willful misconduct of one or more Indem.111tees. 14.8. Indemnification by-.TOWN.. TOWN shall indemnify and hold harmless Lessee against any claim of liability or loss from personal injury or property damage resulting from or arising out of the negligence of TOWN and/or the Indemnitees, except to the extent such claims or damages may be due to or caused by the negligence or willful misconduct of Lessee,, or its personnel, employees, agents,, contractors or subcontractors, 14.9. Indemi-d-ties and Insurance Cumulative. Lessee's obligations to indemnify do not diminish in any way Lessee's obligations to insure; and Lessee's obligations to 00043386.f)OCX/2 OPTJON AND WIRFILFSS COMMUNICNTION FACIT.,YYY LEAY,,"AGREiF'IMFN'r:Vi.mZ0N/TUC HJ_-_`,RI'FAGF'SFFF' 6/22/201.6 14 Marana Regular Council Meeting 02/21/2017 Page 133 of 158 insure do not diminish in any way Lessee's obligations to indemnify, Lessee-'s obligations to indemnify and provide insurance are in addition to, and do not fin-tit, any and all other liabilities or obligations of Lessee under or conn-ected with this Agreement, The amouri.t and type of insurance coverage required by this Agreement will in no w--I.y be construed as limiting the scope of the indemnities in this paragraph. Article 15. Regulated/Hazardous Substances Indemnification 15.1. A licable Laws. Lessee recognizes that assuring protection of public health, welfare and the environment from activities upon. the Premises during the Lease Term is an important consideration for TOWN and during the Lease Term the federal, state and local laws, rules, regulations and ordinances relating to pollution, protection of the environment, public health, safety or industrial hygiene (hereinafter referred to as the ".Applicable Laws") will. change. Lessee warrants that throughout the Lease Term, Lessee will maintain compliance wiffi.all Applicable 1-_,aws. 15.2. Regulated Substances. Lessee further warrants, unless disclosed and agreed to by TOWN, that no liquid, solid, semi-solid or gaseous Regulated Substances as defined herein. which are, or during the Lease Term may become, subject to regulation under Applicable Laws, will be used on the Premises, except for diesel fuel. "Regulated Substances" include, but are not limited to, any and all substances, materials or wastes regulated under the Resource Conservation and Recovery Act, 43 U.S.C. Section 8909, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601, et. seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et setj.; tli.e Arizona Hazard(-.)us Waste Manageni.ent Act-, A.R.S. Section 49-921, el seq.; the Arizona Underground Storage Tail regulation Act, A.R.S. Section 49401, et seq.; and the rules and regulations adopted. and guidelines promulgated pursuant to the Applicable Laws. TOWN agrees that TOWN will not use, generate, store or dispose of, or permit the use,, generation, storage or disposal of, any Regulated Substances on, under, about or within the Property in violation of any law or regulation, 15.3. Discharges.-and Emissions. In addition to the other requirements of this Article 1.5. Lessee shall not release, discharge, leak or emit, or permit to be released, discharged, leaked or emitted 'Into the atmosphere, ground, soil, sewer system, surface water or groundwater any substance if such substance (as reasonably determined by TOWN, or any govern-inental, authority) does or may pollute or contaminate the same, or may adversely affect-, i) the environment,, 11) the health, welfare or safety of persons whether located on the Premises or elsewhere, or iii) the condition, value, use or enjoyment of the Premises or any other real or personal property, 1.5.4. Permits. Lessee has or will timely obtain, maintain and comply with all provisions of all permits, licenses and other authorizations which are required under the Applicable Laws (hereinafter referred to as the "Permits"). 15.5. Notices Required. Lessee shall notify TOWN in. writing of any allegations by any governmental authority or other person or entity of any event of non-com.pliance 00043386.DOCX/2 OFFION AND WIREI,.,In5,(.-)'CoMMI.JNI(,—A'I'ION FAC11,11"Y AGRF-J1WF'N,r:VERIZON/TUC HER1TAG1_.S111. 6/22/201-6 -1-5 Marana Regular Council Meeting 02/21/2017 Page 134 of 158 with the Applicable Laws or Permits. Lessee shall also notify TOWN in, writing of any allegations by any governmental authority or other person or entity, of any events, conditions, circumstances,, activ.1ties, practices, incidents, actions or plans which may 1. 'tl I I'll mterfere iA,�_Qth or prevent continued compliance-% wi -i Applicable Laws, Perm'.ts, or tl,.-ie provisions of this Article, or which may give rise to any common law or legal liability, or otherwise form the basis of any claim, action,, suet, proceeding, hearing or Investigation, based on or related to the generation, manufacture, distribution, use, treatment 1 discharge, release storage, disposal, transport, or handling, or the emission, or threatened release into the environment, of any pollutant, contaminant or Regulated Substance. Lessee shall give the notice required by this paragraph 15.5 within five business days of when. Lessee becomes aware of any allegations described in this paragraph. Written notice- under this paragraph may be provided by email. 15.6. TOWN Inspections. TOWN, or its authorized representative, agent or contractor, shall have the right, upon reasonable notice, to inspect the Premises and to review and copy documents, records, and data maintained by Lessee relating to substances used and stored on the Premises or disposed of, released or otherwise removed from the Premises, in order to assure itself. that Lessee is in compliance with the provisions of this Article 15. In addition, TOWN shall. have the right, at its expense,, to perform periodic environmental inspections as TOWN deems necessary using the services of qualified and duly licensed environmental engineers approved by Lessee whose approval thereof may not be unreasonably withheld. The said engineers shall conduct such sampling and testing of soils, water, substances and emissions as TOWN deems necessary to assure itseff thal T,essee I's I'll, conlnli aiice with the provisions of this Article, 15.7. Reimbursement of TOWN Costs; Remediation. If the results of the inspection indicate a need, for further testing and./or remediation as a result of Lessee's use of the Premises in order to comply with Arizona. Department of Environmental Quality (ADEQ) or Environmental Protection Agency (EPA) remediation standards or g *dc 1 ul --31*nes, then Lessee hereby agrees to reimburse TOWN for its reasonable inspection costs and to pay for such additional testing and remediation as will be required as a consequence of Lessee's use of the Premises. Should remediation be required as a consequence of Lessee's use of Premises, Lessee shall promptly undertake such remediation as is necessary to restore the condition of the Premises and shall diligently pursue such work to completion. Lessee's failure to time: perform its obligations under this Article shall be considered a material breach of this Lease, and Lessee's obligations under this Article shall continue beyond the expiration or termination hereof, Nothing in this Article shall constitute a waiver of any right of Lessee, including without limitation, the right to receive contribution from any individual. or entity responsible for contamination of any part of the Premises, 1-5.8. Termination. Any instance of non-compliance with Applicable Laws, Permits or the provisions of this Article shall be grounds for immediate termination of this Lease by TOWN. 00043386.]-)OCX/2 OFFION ANT)Wlf2lIT...I,'-SSCOMMUNICA*1'1(-)N FACH.,.i'ry LE"AS',AGR]--1F.Mj`,N'F:W-RIRON/TUC 6/22/2016 16 Marana Regular Council Meeting 02/21/2017 Page 135 of 158 15.9. Indemnification byLessee. To the fullest extent permitted by law, Lessee agrees to indemnify, defend and hold '-I'OWN harmless for any costs of legally required remefflation of environmental contamination and. from. any clalms, demand-s," actions, sults, proceedin.gs, hearings, investigations, responsibility, hability, orders, injunctions, jIudgments, fines, damiages and losses of any nature whatsoever, arising out of or relating in any way to Lessee's present or future use of, or activities or operations on or at, tl-t:e Premises, or arising from or relating to any breach of the provisions of this Article. Lessee also agrees to indemnify and hold TOWN harmless for any costs and expenses incurred in connection therewith, including without limitation, any attorneys" and expert witness fees, investigation, clean up, removal, disposal, remedial, corrective, or mitigating action costs, fines and penalties related in any way to Lessee's use of the Premises. These indemnities shall survive the termination of this Lease. 15.10. Indemnification by, TOWN. TOWN agrees to defend and indemnify Lessee and Lessee's partners, affiliates, agents and employees against any and all losses, liabilities, clainis and/or costs (including reasonable attorneys' fees and costs) arising from TOWN's breach of TOWN's agreement not to use,, generate, store or dispose of, or permit the use, generation, storage or disposal of, any Regulated Substances on, under, about or within the Property in violation of any law or regulation, as contained. in paragraph 1.5.2 above. Article 16. Warranty of Quiet Enjoyment TOWN covenants that so long as Lessee performs the covenants, terms and conditions required of Lessee contaiiied. he-,,relrt, Lessee shall peaceably and quietly have, hold arid enjoy the Premises for the aforesaid term and any extensions thereof, and TOWN shall not in any manner interfere with or disrupt the Lessee's business or frustrate Lessee's .intended use of the Property. Article 17, Waiver of Lien TOWN hereby waives any and all lien rights it may have,, statutory or otherwise concerning the Lessee Facilities or any portion thereof which shall be deemed personal property for the purposes of this Lease Agreement, whether or not the same is deemed real or personal property under applicable laws, and TOWN gives Lessee and Mortgagees the right to remove all or any portion of the same from time to time, whether before or after a default under this Agreement, in Lessee's and/or Mortgagee's sole discretion and without TOWN's consent. Any Mortgagee shall contact TOWN prior to removal and TOWN may require Mortgagee to indemnify TOWN for any damages caused to the Premises. Article 18. Insurance 1.8.1. Covera. During the Option Period and during the Lease Term., including any extensions, Lessee shall maintain, or cause to be maintained, in full force and effect and at its sole cost and expense,, the following types and limits of insurance. The 00043386.DOCX/2 01)"FION AND WIREI-E-NS COMM U NICA'1710N FACILYIN LEASE AC;RE.EMI NT:VI'RIZONJUC HFUZITAGE ISITE 6/22/20-1.6 17 Marana Regular Council Meeting 02/21/2017 Page 136 of 158 coverage amounts set forth below may be met by a combination of underlying and urnbrella policies so long as in combination the limits equal or exceed those stated. 18.1-1. Workers' Coinpensation insurance meeting applicable statutory requirements and employer's liability insurance with minimum limits of $100,000 for each accident/disease/policy limit. 18.1.2. Commercial general liability insurance with nu'ni'mum limits of$1,000,000 as the combined single limit for each occurrence of bodily injury and property damage and. $2,000,000 general aggregate. The policy shall provide blanket contractual liability insurance for all written contracts liability, ,, products and completed operations l'aHlity, independent contractor's liability, and cross liability; and coverage for property damage from perils of explosion, collapse or damage to underground utilities, commonly known as XCU coverage. 1.8,13. Automobile liability m* .surance covering al] owned, hired, and non-owned vehicles in. use by Lessee, with minim.-Lim. limAs of $1.,000,000 as the coBbl-ned- single limit for each accident for bodily injury and property damage. 18.1.4. At the start of and during the period of any construction, builders all-risk insurance, together with an installation floater or equivalent property coverage covering cables, materials, machinery and supplies of any nature whatsoever which are to be used in or incidental to the 'installation of the Lessee Facilities. Upon completion of the installation of the Lessee Facilities, Lessee shall substitute for the foregoing insurance policies of fire, extended coverage and vandalism and malicious irk-ischlef insurance on the 11remises. The am.c,)-gain fDf -,i,nsu-rance at aff times Shall be representative of the insurable: values installed. or const acted- 18,,1,5. Business h-tterruption *insurance coverage in an amount suff icient to cover such loss of revenues, for the period of time which it would take, under normal circumstances, to repair or replace that part(s) of the Premises which is damaged and caused the loss of revenue. 18.1,6. All policies shall be written on an occurrence and not on a "claims made" basis. .1.8.2. Additional Insureds. The commercial general liability and automobile liability policies shall include TOWN as an additional insured as TOWNs interest may appear (herein referred to as the "Additional Insureds"). 1.8.3. Evidence of Insurance. Current certificates of insurance and any required endorsements for each insurance policy required to be obtained and maintained by Lessee in compliance with this Article shall be filed and maintained. with TOWN within 30 days of execution of this Agreement and within ten days of any renewal or change in such policies. If TOWN is not provided current certificates and endorsements and must request an updated certificate or endorsement, Lessee shall pay an administrative fee of $25.00 for each certificate or endorsement so requested. 00043386.DOCX/2 OPTION ANI.-)W1R1"1J`_()S,COMMUNICATION FAC11,117Y L1 ASE AGREA-MENT:VERIZON[TUC HERYFAGE'SI'n" 6/22/201-6 18 Marana Regular Council Meeting 02/21/2017 Page 137 of 158 18.4. Lessee Insurance Prim Lessees insurance shall be primary insurance with respect to Lessee"s obligations under this .Agreement and in the protection of TOWN as an N-1 Additional-Insured, 18.5. Waiver. All policies, including Workers" Compensation and Employers liability insurance, shall contain a waiver of rights of recovery (subrogation) against I`OWN, its agents, representatives, officials, officers and employees for any claims arising out of the work or services of Lessee. Lessee shall arrange to have such subrogation waivers incorporated into each policy via formal written endorsement thereto. 1.8.6. Representation of Coverage Adequacy. By requiring insurance herein, TOWN does not represent that coverage and limits will be adequate to protect Lessee, Fall-lare to demand evidence of comphance with the insurance requirements set forth in this Agreement or fa-Ilure to identify any insurance deficiency shall not relieve Lessee from., nor be construed or deemed a wa-l-ver of, Lessee's obligation to maintain the required insurance at all times during the performance of the Agreement. 18.7, Notice of Claims. Lessee shall immediately advise TOWN of any claim or litigation that may result in.liability to TOWN. 18.8. Cancellation of Policies of Insurance. Lessee shall give TOWN at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage required by this Article. Lessee shall give TOWN immediate notice of any other cancellation or reduction of any coverage required by this Article. Cancellation or reduction of any coverage requilnr-d by 1las Article is �-Y-rclu-nds for termil-iE,,,tion of this Agreement by TOWN. 18.9. Insurance Companies. All m* .surance shall be affected under valid and enforceable policies, insured by insurers reasonably acceptable to TOWN. 18.10. Contractors. Lessee shall require that each and every contractor and subcontractor who performs work on the Premises obtains and maintains substantially the same coverage with substantially the same limits as required of Lessee. Article 19. Notices All. not-ices, requests, dem-ands and other com,ni_unications under this Agreement shall be in writing and shall be deemed given if personally delivered or mailed, certified m *I/ tionally ail., return receipt requested, or sent by for next-business- delivery by a na recognized overnight carrier to the following addresses: 00043386.DOCX/2 OP'T'ION ANT)WJRFJ.J_,'SS COMMUNICKFION FAClj,..j,-.r,y LI_--'!,ASi"i AGRF'.EMI`INI,:VI_3,ruZ0N/TUC Hf''RFFAGE SIJI_: 6/22/201.6 19 Marana Regular Council Meeting 02/21/2017 Page 138 of 158 TOWN: TOWN OF MARANA Attention., Town Manager Address: 11555 W. Civic Center Drlv'(a Maxana, Arizona 8115653 With a. copy to: 'TOWN OF MARANA Attn: Town Attorney 11,555 W. Civic Center Drive Marano, Arizona 85653 Lessee.- VERIZON WIRELESS(VAW) LLC, d/b/a Verizon Wireless Attention: Network Real Estate Address-, 180 Washington.Valley Road Bedminster, New Jersey 07921 Site Name: TUC Heritage TOWN or Lessee may from time to time designate any other address for this purpose by written. notice to the other party. All notices hereunder shall. be deemed received upon actual receipt or refusal to accept delivery. Article 20. Miscellaneous Provisions 20.1. Waiver. Failure of TOWN to insist on strict performance of any of the conditions, covenants,, terms or provisions of this Agreement or to exercise any of its rights hereunder shall not waive such rights, but TOWN shall have the rights to enforce such rights at any time. The receipt of any sum paid by Lessee to TOWN after a breach of this Agreement shall not be deemed a waiver of such breach unless expressly set forth in writing. 20.2. Attorneys" Fees, 'The prevailing Party in. any legal clalm arising hereunder shall be entitled to its reasonable attorney's fees and court costs, including appeals, if any. 20.3, Severability. If any provision of the Agreement is invalid or unenforceable with respect to any Party, the remainder of this Agreement or the application of such provision to persons other than those as to whom it is held invalid or unenforceable, shall not be affected and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20.4. Survival. Terms and conditions of this Agreement which by their sense and context survive the termination, cancellation or expiration of this Agreement will so survive, including, but not limited to, paragraphs 7 (Damages and Indemnification) and 9 (Consideration for 0 of the Option Agreement, and Article 5 00043386,DOC X/2 OPTION ANF)WIRE"LESS COMMUNICATION FAClu'ry LEASNE AGREEMENT:VERIZON/TUC HERITAGE 6/22/2016 20 Marana Regular Council Meeting 02/21/2017 Page 139 of 158 (Improvements), Article 10 (Default and Remedies), Article 11 (Voluntary `Yermi-nalion), Article 12 (Damage or Destruct-ion of Lessee Facilities), Article -13 (Condemnation), Article 14 (Inc emmty), Article 15 (Regulated/Hazardoi- s Su-bstances Inca em.nification) r-,).-nd Article 18 (Tnsu rance) an(], p,-ara.graph 20,10 (Additional Regulations) of the Lease Agreement. 20.5. GovernmI g Laws. Th's Agreement shall be governed tinder the laws of the state of Arizona, and be binding on and inure to the benefit of the successors and permitted assignees of the respective Parties. 20.6. Memorandum of Agreement. A Memorandum of Agreement 'in the form attached hereto as Exhibit B may be recorded by Lessee confirming the (i) effectiveness of this Agreetnent, (11) expiration date of the Lease Term, (Iii.) the duration. of any Renewal Terms, and/or other reasonable terms consistent wi th this Agreement. 20.7. Eni i.re Areement, This Agreement constitutes the entire Agreement between the Parties, and supersedes all understandings, offers, negotiations and od.-ter leases concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments, modifications or waivers of any of th.e terms and conditions of this Agreement must be in writing and executed by both Parties. 20.8. Conflict of Interest. TOWN may cancel this Agreement pursuant to A.R.S. § 38-511 (conflict of interest), as may be amended from time to time. In the event TOWN elects to exercise its rights thereunder, TOWN agrees to immediately give notice thereof to, Lessee, 20.9, Sale of -Prop If TOWN, at any time during an Option ferlod for 1_,ea,se Term (i) sells or transfers all or any part of the Property to a purchaser other than Lessee, or (ii) grants to a third party by easement or other legal instrument an interest in and to that portion of the Property occupied by Lessee, or a larger portion, thereof, for the purpose of operating and maintaining communications facilities or the management thereof, such sale or grant of easement or interest therein shall be under and subject to Lessee's rights pursuant to this Agreement. 20.10. Additional Regulations, The Parties are aware of Sections 6003 and 6409(a) of the Middle Class Tax Relief and Job Creation Act of 201.2, Public Law 11.2-96, preliminarily codified at 47 U.S.C. §§ 1403 and 1455(a) ("Section. 6003" and "Section, 6409(a)"), are aware that such Sections have not yet been 'Interpreted and applied by the courts, have differing views on the Sections' potential applicability to this Agreement,, and have consulted their respective legal counsel with respect to same. The Parties agree that the Federal Communications Commission recent Report and Order, Acceleration of Broadband Deployinent by Improving Wireless Siting Facilities, Report and Order; WT Docket No. 13-238, et. al., FCC 14153 (rel. Oct. 21, 2014), specifically stated that Section 6409(a) applies only to state and local governments acting in their role as land use regulators and does not apply to such entities acting in their proprietary capacities. TOWN may contend, among other things, that Sections 6003 and 6409(a) are 00043386.DOCX/2 OP'T'ION ANI)WIRE'l-E-SS COMMUNICA,rioN FAC iu'ry LE`ASt3 AGREENENI':VI-RIZON/TUC I IERITAGE S111'. 6/22/201-6 21 Marana Regular Council Meeting 02/21/2017 Page 140 of 158 unconstitutional under the Commerce Clause, Fifth and Tenth Amendments to the U.S. Constitution, do not apply to units of governint%-?nt acting in a proprietary capacity or if applied to light standards In the public rights of way jeopardize the public health., safety atid welfare, TI-w resolti-tion of sv.cl-t conteritJons, which rri-ay not come to p(-),ss,, is premature. Nothing herein is intended to limit either Party's ability to assert the va.11dity or invalldit3i of the same. [SIGNATURE PAGE FOLLOWS] 00043386,])OCX/2 01"TION AND WIREILESS COMMUNICATION FACii-n'y LEASE AGP\EE-,M1,,N*r:VETIZON/TUC HERuAG171-SI'Z'E 6/22/201-6 22 Marana Regular Council Meeting 02/21/2017 Page 141 of 158 IN 'WITNESS 'WHEREOF, the Parties have executed this Agreement as of the last Party"s signati:ire date below, 1,11* "Lessee": TOWN T1--1E TOWN OF MARANA, VERIZON WIRELESS(VAW)LLC, a an An'zona ri,,"iurtict' pad l corpot-atioii Delaware fitnited fiab"I'll'ty conipany, d/b/a zon W i"r, less Ed Honea ........ Mayor Gaty Bafle) A4 d4Mt—F40U-No4woxak. Dirv,-Ax,)r-Network Hold EngIrwering "o, 04, Date D fte ATT'EST: Federal I.D.#: Jocelyn Bronson. Town Clerk APPROVED AS TO FORM: Fra-iik Casskiy, Tow-ti, Attot,,ney ft S'"I"'ATE 01" COUNTY OF t1v A4��6 (Place of Acknowledgment) I certify that the follow,ing person(s) personally appeared before me this day, each acknowledging to rt-te that he or she signed the foregoing document: APA4T1a-,^ (Nt,,ime of slgttatory) 'Date, _, 2016 0 'ry Public rinted, or Typed Name, m sion Expires y commis 0011 (Official Seal April 08 1 20`19 Y commissionexpires. 00043386.DOCX/2 01,110N AND WIRELI,---'.' COM,MUNIC,A'fIC)NFACtt,rry LEASE AGREEMEN,F:VEER N/TUC Hy,m'FAGE SITE 6/22/2016 23 Marana Regular Council Meeting 02/21/2017 Page 142 of 158 Lis,r oF EXHIBITS Exhibit A: Verizon Wireless 'TUC Heritage Man Set Exhibit B: Form of Memorandum. of Agreement 00043386.DOCX/2 OPTION AND WIREI_,.',-(;5 COMMUNICATION FACILITY L.I AsT AGRF.EME NT:VEI.ULON/TUC 1E.RI`i AGI.SI`I'I 6/22/2016 24 Marana Regular Council Meeting 02/21/2017 Page 143 of 158 EXHIBIT A To OPTION AND WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT See attached Verizon Wheless TUC Heritage Plan Set 00043386.DOCX/2 OPTION AND WIRELE-RS COMMUNICA'riON FACH,n-y LEIASE AGRE"EMENT:VERIZON/TUC HERITAGE,srrr 6/22/201.6 25 Marana Regular Council Meeting 02/21/2017 Page 144 of 158 EXHIBIT B To O1`TION AND WIRELESS COMMUNICATION FACILITY LEASE AGREEMENT WHEN RECORDED RETURN TO: MCGUIRE WOODS LLP 1800 CENTURY PARK EAST KI'li F1,00R LOS ANGELES, CA 90067 ATTN: Jeffrey S. Yang SF.FE: TUC HERITAGE MEMORANDUM OF AGREEMENT APN: 217-51-OOIB This MEMORANDUM OF AGREEMENT is entered into by and between the Town of Marana, Arizona, an Arizona municipal corporation, with an address of 1.1.555 W. Civic Center Drive, Marana, Arizona 85653 (hereinafter referred to as "TO"W") and Verizon Wireless (VAW) LLC, a Delaware limited liability company, d/b/a Verizon Wireless, w*tl I -i an address at One Verizon Way, Mail Stop 4AW100, Basking Ridge, New Jersey 07920 (hereinafter referred to as "Lessee"). 1. TOWN and Lessee entered into an Option and Wireless Communications Site Lease Agreement ("Agreement") effective 20 ("Effective Date"). 1 The Agreement relates to Property legally described in Exhibit ""A" attached hereto and a certain Site owned by TOWN as further described in the Verizon Wireless TUC Heritage plan set (the "Plan Set,") attached as Exhibit A to the Agreement and incorporated herein by this reference. Specifically, the Site is described on Sheet No. LS-2 of the Plan Set. The necessary access and utility easements (".Access Routes") are described and depicted on Sheet No. LS-2 of the Plan Set. The Site and Access Routes are collectively referred to hereafter as the "Premises." 3. The Agreement allows Lessee to conduct investigations and tests to determine if the Premises are appropriate for installing, operating and maintaining a 00043386.DOCX/2 01:)TION ANF)WIREJ-1-65 COMMUNICA110N FAC-11,J]"Y LEA.Si.-;AGRI"EMEN'r:VI RIZON/TUC Hj-,.R1TAGE SITE 6/22/2016 26 Marana Regular Council Meeting 02/21/2017 Page 145 of 158 wireless communications facility and other improvements during a specified Option. Period. 4, The Agreement allows Lessee to exercise an option- to .ease the Prei-nises for a five-yea i, tern—t upon written. notice to TOWN, with a provision for renewal for up to five additional five-year terms. 5. This Men-toranduln of Agreement is solely for purposes of memorializing the Agreement and shall not serve to change or alter any terms or conditions of the Agreement. IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement as of the day and year stated below. 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a� amLL a§0m a= AZ MARANA STAB L II S H ED 1977 Council-Regular Meeting D1 Meeting Date: 02/21/2017 To: Mayor and Council Submitted For: Erik Montague, Finance Director From: Suzanne Sutherland, Assistant to the Town Clerk Date: February 21, 2017 Strategic Plan Focus Area: Commerce, Community, Progress & Innovation Subject: Relating to Utilities; discussion and possible action regarding financing plan options and overall budgetary impact related to Marana's water reclamation plant and recharge facility (Erik Montague) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Discussion: On February 7, 2017, staff presented information to Council on the construction schedule and funding scenarios to build Marana's water reclamation plant and the effluent recharge facility. During this presentation and discussion, staff was directed to come back with specific financing options that include refinancing debt on the existing water reclamation plant and incurring new debt on the proposed treatment plant expansion and recharge facilities. The purpose of tonight's meeting is to provide Council with three funding scenarios from which one will need to be identified to go forward. A subsequent council meeting scheduled for March 71 2017 will include final authorization to issue bonds per Council's direction. The three funding scenarios (attached) being presented tonight primarily differ from each other in the application of$3.4 Million of Debt Service Reserve Fund (DSRF). Scenario 1 applies the $3.4M (DSRF) towards refinancing the 2008 bonds over the remaining 10 years; Scenario 2 applies the $3.4M (DSRF) to reduce the overall cost of the new bond; and Scenario 3 does not apply the $3.4M (DSRF) towards this water reclamation and recharge project or to the previous bond. Scenarios 1 and 2 both result in positive/surplus balances each year through the life of the two bonds. However, Scenario 2 tends to reduce the risk/impact on the Town's General Fund for a longer period. Scenario 3 shows an ongoing shortfall in every year. All scenarios assume $23.1 M estimated budget based on estimates taken from the 60% design stage, and may change as design is completed in March 2017. Marana Regular Council Meeting 02/21/2017 Page 154 of 158 Financial Impact: Fiscal Year: 2017 and 2018 Budgeted Y/N: Y Amount: $21 - 24M Staff Recommendation: Council's pleasure. Suggested Motion: Council's pleasure. ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Attachments Analysis Scenario 1 Analysis Scenario 2 Analysis Scenario 3 ---------------------------------------------------------------------------------------------------------------------------------------------------------------- Marana Regular Council Meeting 02/21/2017 Page 155 of 158 ao LO r- 0 LO r- a) a� co a a�^ ^ � � a� DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC DC O d" O N l0 O N d" l0 m e N N m d"m lO m O l0 L� O e m d" rfj m N N m m N m m m m m m m m l0 l0 l0 �--� 1 W --4 r4 4 e--4 e--4 e-4 4 e--4 � r- e--1 -;e--4 e--4 e-4 a1 O Q V Ln l0 d' r1 O d" d"l0 O N O d" M L- d" M O N N N N N N N N O L- L- r-1 O m d" d d" L- 1--1 O O L- 110 Ln L-O lO M d'Ln 110 L- m O d" d r-{ l0 1--1 e 1 e 1 O \O r1 r-� m m L- O N m M d" M d" e O L- d" Ln r-1 r-I CT O lO M L�Ln C6 ti�N r- N Ln 00 Ln a� M Ln M t Ln N r-� O lO Nr-M 00 O lO O Ln O d" 0c) N L, r-� "D O O M M d'Ln Ln lO L, L-07 00 O O O e--i r-i r1 N N M M d" d" Ln Ln Ln lO �--� " Z5 U Ll r--0 oo 00 00 lO O N m m co O d" L\ O lO m 0 0 0 0 0 0 L� O M 00 00 Ln =p m m co O F, O 00 m Ln f, r.-4 r-d e-i r.-4 e- \ -� O ',0 t Ln a-, O C\ r--d O C1 00 N N r i O L\ Oq C\ to in LO -4 Ln -�}`m CN m '',o cn N Ln CN R w Lq L\ cc 00 r\ Lia in in Ln Ln �,o in O M `� cG Gz ^o m M 00 00 d' 00 ON 0 0 0 Ln {R r1 r1 OO OO O M lO O O Ln N A ^ to N 11, 00 Ln l0 L-l0 O Ln L- lO W r1 ,� Opp O?N co cl o d'o Ln cri Ln e--� r� o '0 w r. r- 11, M m l0 l0 l0 l0 to l0 l0 2 N w-t-. 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