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HomeMy WebLinkAboutAMENDED Regular Council Meeting Agenda Packet 06/02/2020AMENDED MAY 28, 2020 @ 10:10 A.M. MARANA TOWN COUNCIL REGULAR COUNCIL MEETING NOTICE AND AGENDA 11555 W. Civic Center Drive, Marana, Arizona 85653 Council Chambers, June 2, 2020, at or after 6:00 PM Ed Honea, Mayor Jon Post, Vice Mayor David Bowen, Council Member Patti Comerford, Council Member Herb Kai, Council Member John Officer, Council Member Roxanne Ziegler, Council Member Pursuant to A.R.S. § 38-431.02, 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 June 2, 2020, at or after 6:00 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. Meeting Times Welcome to this Marana Town Council meeting. Regular Council meetings are usually held the first and third Tuesday of each month at 6:00 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. Speaking 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. Due to concerns related to the COVID-19 pandemic, as an alternative to appearing inAMENDED Regular Council Meeting 06/02/2020 Page 1 of 153 Due to concerns related to the COVID-19 pandemic, as an alternative to appearing in person citizens may speak during the Call to the Public or Public Hearings or when called upon by Council by using Zoom, as directed below: Please click the link below to join the Council meeting: https://us02web.zoom.us/j/87862893829?pwd=blY4UUVLZ3dYcGZLQkFXY2xqdGNwUT09 Password: 536715 Please note that in using this option, you will not be able to watch video of the Council meeting, you will only be able to hear the meeting and to speak if you are called upon. For instructions on joining and participating in the Virtual Town Council Meeting click here: https://www.maranaaz.gov/virtual-meetings 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) 382-1999. 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.maranaaz.gov under Agendas and Minutes. For questions about the Council meetings, special services or procedures, please contact the Town Clerk, at (520) 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, 11555 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 AMENDED Regular Council Meeting 06/02/2020 Page 2 of 153 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   MANAGER’S REPORT: SUMMARY OF CURRENT EVENTS   PRESENTATIONS   P1 Relating to Development; presentation, discussion, and possible direction regarding a Marana Small Business Assistance Program (Jason Angell)   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.   C1 Resolution No. 2020-054: Relating to Development; accepting Midfield Road Station 13+35 to 27+50 for maintenance (Keith Brann)   C2 Resolution No. 2020-055: Relating to Development; amending plat note 13 of the Desert Oasis at Twin Peaks subdivision plat concerning the timing of building permits relative to the issuance of a letter of map revision by the Federal Emergency Management Agency (Frank Cassidy)   C3 Resolution No. 2020-056: Relating to Utilities; approving and authorizing the Mayor to sign the Lease with CalPortland Company for the Rillito Vista sewer ponds (Frank Cassidy)   C4 Approval of the Regular Council Meeting Summary Minutes of May 19, 2020 AMENDED Regular Council Meeting 06/02/2020 Page 3 of 153 C4 Approval of the Regular Council Meeting Summary Minutes of May 19, 2020 (Cherry L. Lawson)   LIQUOR LICENSES   BOARDS, COMMISSIONS AND COMMITTEES   B1 Resolution No. 2020-057: Relating to Boards, Commissions, and Committees; making an appointment to the Town of Marana Board of Adjustment (Cherry L. Lawson)   COUNCIL ACTION   A1 Resolution No. 2020-058: Relating to Development; approving and authorizing the Mayor to sign the Amended and Restated Vanderbilt Farms Development Agreement (Frank Cassidy)   A2 Resolution No. 2020-059: Relating to Development; approving the Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A located south of Barnett Road, north of Moore Road and east of Sandario Road (Brian D. Varney)   A3 Resolution No. 2020-060: Relating to Intergovernmental Relations; approving and authorizing the Town Manager to execute a Lobbying Services Agreement with Triadvocates, LLC for Fiscal Year 2021 (Heath Vescovi-Chiordi)   A4 Resolution No. 2020-061: Relating to Capital Improvement Projects; authorizing swift Town construction of the Adonis Road Improvements; and approving and authorizing the Mayor to sign the Second Amendment to Villages of Tortolita Development Agreement and the First Amendment to Mandarina Mediation Agreement (Frank Cassidy)   ITEMS FOR DISCUSSION / POSSIBLE ACTION   D1 Relating to Development and Public Works; update, discussion, and possible direction regarding public and private projects and development applications on the Town’s Marana Current and Proposed Projects internet site (Jason Angell)      D2 Relating to Budget; discussion, direction and possible action regarding development of the fiscal year 2020/2021 budget, including proposed budget initiatives and expenditures (Jamsheed Mehta)      D3 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 (Jamsheed Mehta)      AMENDED Regular Council Meeting 06/02/2020 Page 4 of 153 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.   E1 Executive Session pursuant to A.R.S. §38-431.03 (A), Council may ask for discussion or consideration, or consultation with designated Town representatives, or consultation for legal advice with the Town Attorney, concerning any matter listed on this agenda for any of the reasons listed in A.R.S. §38-431.03 (A).      E2 Executive Session pursuant to A.R.S. § 38-431.03 (A)(1) for discussion, consideration and possible interviews of candidates for appointment to the Board of Adjustment.      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     AMENDED Regular Council Meeting 06/02/2020 Page 5 of 153      Council-Regular Meeting   P1        Meeting Date:06/02/2020   To:Mayor and Council Submitted For:Jason Angell, Development Services Director From:Steven Cheslak, Principal Planner Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Relating to Development; presentation, discussion, and possible direction regarding a Marana Small Business Assistance Program (Jason Angell) Discussion: A request by the Council was made at the May 19th Town Council meeting to Town staff and Marana Chamber of Commerce to explore what could be done to help our small businesses recover from the hardship they have been experiencing as a result of the COVID-19 pandemic.  Staff members from Development Services, Economic Development, Finance, and the Communications Department then met with Audra Winters, Marana Chamber CEO, to discuss new means of assistance and their implementation to the Marana business community with a coordinated effort between both organizations. Town staff and Marana Chamber of Commerce representatives will present highlights of recent improvements to Development Services document processing, newly launched business-related initiatives, customer survey data, as well as, a community-wide business informational campaign that is in development. Staff Recommendation: Council's pleasure. Suggested Motion: AMENDED Regular Council Meeting 06/02/2020 Page 6 of 153 Council's pleasure. Attachments No file(s) attached. AMENDED Regular Council Meeting 06/02/2020 Page 7 of 153      Council-Regular Meeting   C1        Meeting Date:06/02/2020   To:Mayor and Council Submitted For:Keith Brann, Town Engineer From:Gus Myers, Development Engineering Manager Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-054: Relating to Development; accepting Midfield Road Station 13+35 to 27+50 for maintenance (Keith Brann) Discussion: As a requirement for residential development in Gladden Farms II, the Developer has constructed  phase 2 of Midfield Road in accordance with the approved plans from Station 27+50 to 13+35. With this resolution, Marana will be accepting for maintenance all improvements within the segment of Midfield Road right-of-way, including curbing, asphaltic concrete, drainage structures, regulatory traffic control devices, potable and non-potable water system. The segment length is 1,560 linear feet. Staff Recommendation: Staff recommends adoption of Resolution No. 2020-054, accepting Midfield Road from Station 13+35 to Station 27+50 for maintenance. Suggested Motion: I move to adopt Resolution No. 2020-054, accepting Midfield Road from Station 13+35 to 27+50 for maintenance. Attachments Resolution No. 2020-054 AMENDED Regular Council Meeting 06/02/2020 Page 8 of 153 Exhibit A AMENDED Regular Council Meeting 06/02/2020 Page 9 of 153 Marana Resolution No. 2020-054 MARANA RESOLUTION NO. 2020-054 RELATING TO DEVELOPMENT; ACCEPT ING MIDFIELD ROAD STATION 13+35 TO 27+50 FOR MAINTENANCE WHEREAS Gladden Phase II L.L.C. has completed public improvements acceptable to Town standards in accordance with the Private Improvement Agreement for Gladden Farms Midfield Road Phase 2, Station 13+35 to 27+50. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, as follows : Section 1. The Town accepts for maintenance, including maintenance of regulatory traffic control and street signs, approximately 0.27 miles of Midfield Road as depicted on Exhibit A. Section 2. The Town accepts for maintenance the potable water system serving Gladden Farms, consisting of approximately 1,562 linear feet of potable water line, water meters, valves, fire hydrants and appurtenances with an estimated value of $139,685.80. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this ___ day of __________________, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 10 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 11 of 153      Council-Regular Meeting   C2        Meeting Date:06/02/2020   To:Mayor and Council From:Frank Cassidy, Town Attorney Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-055: Relating to Development; amending plat note 13 of the Desert Oasis at Twin Peaks subdivision plat concerning the timing of building permits relative to the issuance of a letter of map revision by the Federal Emergency Management Agency (Frank Cassidy) Discussion: Desert Oasis at Twin Peaks is a 74-lot subdivision plat recorded in 2018 for the property located east of Twin Peaks Road and north of Oasis Road. Plat note 13 states: "No building permits will be issued for lots with FEMA floodprone line encroachments (Lots 1-11, 20-26, 36-39 and 47-57) prior to approval of a LOMR (Letter of Map Revision)." Mattamy Homes, the developer of the Desert Oasis development, secured a Conditional Letter of Map Revision (CLOMR) from the Federal Emergency Management Agency (FEMA) and successfully completed improvements to protect the lots of the subdivision from flooding.  As a result, Desert Oasis was granted a final Letter of Map Revision (LOMR) which will remove its lots from the FEMA floodplain.  Unfortunately, due to the COVID-19 pandemic, there has been a delay in FEMA processing LOMRs across the country.  Consequently, the Desert Oasis LOMR will not be effective until late September of 2020.   To aid with scheduling, Mattamy Homes has requested that the Town issue building permits for lots within Desert Oasis that will be removed from the FEMA floodplain when the LOMR becomes effective.  Mattamy has agreed to pull floodplain use permits that demonstrate that the lots as constructed are in compliance with the pre-LOMR floodplain’s building requirements, and has agreed not to sell the homes until the LOMR is effective. AMENDED Regular Council Meeting 06/02/2020 Page 12 of 153 Marana Town Code section 17-15-10-E.9.d prohibits subdivision lots affected by a LOMR from being released from subdivision assurance agreements or from having certificate of occupancies granted until the LOMR is effective. The Town Code does not prohibit the issuance of building permits for lots affected by a LOMR. The language of the plat note exceeds the requirements of the Town Code.  The affected Desert Oasis lots are subject to a third party trust assurance agreement, which prohibits the sale of the lots until they are released by the Town. By issuing a compliant floodplain use permit for the current condition and by not releasing the lots from the Desert Oasis third party trust until the LOMR becomes effective, home construction will be in compliance with all applicable Town and FEMA regulations.  Staff is therefore in support of removing the plat condition against building permit issuance. Staff Recommendation: Staff recommends adoption of Resolution No. 2020-055, amending plat note 13 the Desert Oasis at Twin Peaks subdivision plat concerning the timing of building permits relative to the issuance of a LOMR by FEMA. Suggested Motion: I move to adopt Resolution No. 2020-055, amending plat note 13 the Desert Oasis at Twin Peaks subdivision plat concerning the timing of building permits relative to the issuance of a LOMR by FEMA. Attachments Resolution No. 2020-055 AMENDED Regular Council Meeting 06/02/2020 Page 13 of 153 00070042.DOCX /1 Marana Resolution No. 20 20 -055 - 1 - 5/18/2020 1:34 PM MARANA RESOLUTION NO. 2020-055 RELATING TO DEVELOPMENT; AMENDING PLAT NOTE 13 OF THE DESERT OASIS AT TWIN PEAKS SUBDIVISION PLAT CONCERNING THE TIMING O F BUILDING PERMITS REL ATIVE TO THE ISSUANCE OF A LETTER OF MAP REVISION BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY WHEREAS Desert Oasis at Twin Peaks is a 74 -lot subdivision plat recorded in the Pima County Recorder’s office on October 19, 2018 at sequence 20182920050 for the property located east of Twin Peaks Road and north of Oasis Road; and WHEREAS plat note 13 of the Desert Oasis at Twin Peaks subdivision provides: “No building permits will be issued for lots with FEMA floodprone line encroachments (Lots 1-11, 20-26, 36-39 and 47-57) prior to approval of a LOMR (Letter of Map Revision)”; and WHEREAS Mattamy Homes, the developer of the Desert Oasis development, secured a Conditional Letter of Map Revision (CLOMR) from the Federal Emergency Management Agency (FEMA) and successfully completed improvements to protect the lots of the subdivisi on from flooding; and as a result, Desert Oasis was granted a final Letter of Map Revision (LOMR) which will remove its lots from the FEMA floodplain; and WHEREAS, due to the COVID-19 pandemic, there has been a delay in FEMA processing LOMRs across the cou ntry; consequently, the Desert Oasis LOMR will not be effective until late September of 2020; and WHEREAS, to aid with scheduling, Mattamy Homes has requested that the Town issue building permits for lots within Desert Oasis that will be removed from the FEMA floodplain when the LOMR becomes effective; and WHEREAS Marana Town Code section 17 -15-10-E.9.d prohibits subdivision lots affected by a LOMR from being released from subdivision assurance agreements or from having certificate of occupancies granted until the LOMR is effective , but does not prohibit the issuance of building permits for lots affected by a LOMR ; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that plat note 13 of the Desert Oasis at Twin Peaks subdivision is hereby amended to provide: “Lots with FEMA floodprone line AMENDED Regular Council Meeting 06/02/2020 Page 14 of 153 00070042.DOCX /1 Marana Resolution No. 20 20 -055 - 2 - 5/18/2020 1:34 PM encroachments (Lots 1-11, 20-26, 36-39 and 47-57) shall not be released from subdivision assurance agreements and shall not be issued a certificate of occupancy prior to approval of a LOMR (Letter of Map Revision)”. IT IS FURTHER RESOLVED that this resolution shall be promptly recorded in the office of the Pima County Recorder, to give notice of the plat note amendment. 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 objectives of thi s resolution. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 15 of 153    Council-Regular Meeting   C3        Meeting Date:06/02/2020   To:Mayor and Council From:Frank Cassidy, Town Attorney Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-056: Relating to Utilities; approving and authorizing the Mayor to sign the Lease with CalPortland Company for the Rillito Vista sewer ponds (Frank Cassidy) Discussion: The Town of Marana acquired the rights and obligations of the Rillito Vista Water Reclamation Facility (WRF) as part of its June 2013 wastewater acquisition from Pima County. The Rillito Vista WRF consisted primarily of open sewer ponds that have now been bypassed with the construction of the Tangerine-Downtown Sewer Conveyance System. Despite now having been bypassed, the Rillito Vista sewer ponds must continue to be maintained by the Town until they are closed in accordance with state and federal environmental laws and regulations. The Rillito Vista sewer ponds are located on land owned by CalPortland Company. The 2013 wastewater acquisition from Pima County included the assignment of a 2005 lease between CalPortland and Pima County for the Rillito Vista WRF. The final five-year extension of the 2005 lease will end on June 30, 2020. Town staff has negotiated a new five-year Lease with CalPortland. The lease rate has been increased to $2,000 per year (it was $1,770 in the last year of the current lease). Financial Impact: Fiscal Year:2020 Budgeted Y/N:Y Amount:$2,000 AMENDED Regular Council Meeting 06/02/2020 Page 16 of 153 The lease payment is budgeted out of the Water Reclamation fund. Staff Recommendation: Town staff recommends adoption of Resolution No. 2020-056 approving and authorizing the Mayor to sign the Lease with CalPortland Company for the Rillito Vista sewer ponds. Suggested Motion: I move to adopt Resolution No. 2020-056, approving and authorizing the Mayor to sign the Lease with CalPortland Company for the Rillito Vista sewer ponds. Attachments Resolution No. 2020-056 Rillito Vista Sewer Ponds Lease AMENDED Regular Council Meeting 06/02/2020 Page 17 of 153 00070045.DOCX /1 Marana Resolution No. 20 20 -056 - 1 - 5/18/2020 1:07 PM MARANA RESOLUTION NO. 2020-056 RELATING TO UTILITIES; APPROVING AND AUTHOR IZING THE MAYOR TO SIGN THE LEASE WITH CALPORTLAND COMPANY FOR THE R ILLITO VISTA SEWER PONDS WHEREAS the Town of Marana acquired the rights and obligations of the Rillito Vista Water Reclamation Facility (WRF) as part of its June 2013 wastewater acquisition from Pima County; and WHEREAS the Rillito Vista WRF consisted primarily of open sewer ponds that have now been bypassed with the construction of the Tangerine -Downtown Sewer Conveyance System, Town of Marana Project No. WR010; and WHEREAS the Town is required to continue to maintain the Rillito Vista sewer ponds until they are closed in accordance with state and federal environmental laws and regulations; and WHEREAS the Rillito Vista sewer ponds are located on land owned by CalPortland Company; and WHEREAS the final five -year extension of the 2005 lease entered into between CalPortland and Pima County and assigned to Marana as part of the wastewater acquisition will end on June 30, 2020; and WHEREAS a new five-year Lease has been negotiated with CalPortland by Town staff; and WHEREAS the Mayor and Council of the Town of Marana find that this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFO RE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the Lease with CalPortland Company for the Rillito Vista sewer ponds, a copy of which is included in the agenda material accompanying this resolution, is hereby approved, the Mayor is authorized to sign it for and on behalf of the Town of Marana, and 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 this resolution and the lease . AMENDED Regular Council Meeting 06/02/2020 Page 18 of 153 00070045.DOCX /1 Marana Resolution No. 20 20 -056 - 2 - 5/18/2020 1:07 PM PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 19 of 153 110940777.3 - 1 - LEASE THIS LEASE (this “Lease”) is entered into as of July 1, 2020, by and between CALPORTLAND COMPANY, a California corporation, successor by merger to Arizona Portland Cement Company, an Arizona corporation (“CalPortland ” or “Landlord ”); and the TOWN OF MARANA , an Arizona municipal corporation, (“Marana” or “Lessee”). CalPortland and Marana are sometimes collectively referred to as the “Parties,” either of whom is sometimes individually referred to as a “Party.” 1. Leased property. Landlord hereby leases to Tenant, subject to the terms and conditions set forth below, the following described real property (the “Premises”) situated in Pima County, Arizona: A portion of the Southwest Quarter of the Southeast Quarter of Section 6, To wnship 12 South, Range 12 East, G&SRB&M, Pima County, Arizona, being more particularly described as follows: COMMENCING at the Southwest corner of Rillito Vista Subdivision as recorded in the office of the County Recorder of Pima County, Arizona, at Book 21 of Maps and Plats, Page 76; THENCE South 00° 17’ 43” East, 92.00 feet; THENCE North 89° 48’10” East, 72.50 feet to the TRUE POINT OF BEGINNING; THENCE South 00° 17’ 43” East, 55.00 feet; THENCE South 89° 48’10” West, 72.50 feet; THENCE South 00° 17’ 43” East, 50.00 feet; THENCE North 89° 48’10” East, 72.50 feet; THENCE South 00° 17’ 43” East, 265.00 feet; THENCE North 89° 48’10” East, 635.00 feet; THENCE North 00° 17’ 43” West, 412.00 feet; THENCE South 89° 48’10” West, 504.50 feet; THENCE South 00° 17’ 43” East, 42.00 feet; THENCE South 89° 48’10” West, 130.50 feet to the TRUE POINT OF BEGINNING. The above described parcel contains 5.96 acres. 2. Representation and Warranty by Marana Regarding New Line . Lessee hereb y represents and warrants to Landlord that a new sewer line was constructed west of the Rillito Vista WRF (the “New Line”), that the New Line has been connected to the Rillito Vista WRF and that the New Line was put into service on or before March 7, 2018. AMENDED Regular Council Meeting 06/02/2020 Page 20 of 153 110940777.3 - 2 - 3. Term . The term of this Lease shall be for a term of 5 years commencing on July 1, 2020 and ending on June 30, 2025, unless sooner terminated as provided in this Lease. 4. Rent . a. Rent. During the term Lessee shall pay to Landlord, as rent for the Premises, $2,000.00 per year payable annually, in advance. b. First and annual payments for initial term. The first annual rent payment for the period from July 1, 2020 to June 30, 2025, shall be due and payable within thirty days after the execution of this Lease. Future rental payments shall be made to Landlord annually on or before July 1 of each year during the term of this Lease. c. Payment address. Rent payments are payable to: CALPORTLAND COMPANY P.O. Box 338 Rillito, Arizona 85654 5. Option to terminate. Lessee shall have the option to terminate this Lease effective on June 30th of any year, by delivering to Landlord written notice not later than April 1 of that year. 6. Nuisance. It is understood that Lessee intends to maintain sewage disposal and conveyance facilities on the Premises. Lessee agrees that it will maintain and operate the facilities in good and workmanlike manner and in compliance with all applicable environmental, health and other laws and regulations. Lessee further agrees that it will maintain and operate the facilities so as not to cause a public or private nuisance. In the event that Lessee operates or maintains the facilities so as to cause a public or private nuisance, Landlord may deliver to Lessee a written demand that such nuisance be abated. In the event the nuisance is not abated within 30 days from the delivery of the demand, Landlord may terminate this Lease, retaining all rentals that shall have been received by Landlord. Such termination shall be effective immediately upon receipt by Lessee of Landlord’s written election to terminate. 7. Access and noninterference by Landlord. Landlord shall have access to the Premises during regular office hours of the Town of Marana Water Department upon making reasonable prior written request. Landlord shall not unreasonably interfere with the operations of Lessee. 8. Condition upon termination; cleanup. At the expiration or other termination of this Lease, for any cause whatsoever, Lessee agrees to leave the Premises in a good, clean and safe condition, as may be required by applicable environmental, health and safety and other laws and regulations. Lessee assumes all responsibility for any reclamation necessary to meet this obligation. However, the Parties agree that Lessee shall be respons ible for only the cleanup arising out of or from Lessee’s use of the Premises. 9. Hold harmless. Lessee shall indemnify, defend at its own cost and hold Landlord harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, loss, cost, liability, expense or damage of any kind or nature (including, without limitation, reasonable attorneys’ fees) which arise out of any act, omission or occurrence at the AMENDED Regular Council Meeting 06/02/2020 Page 21 of 153 110940777.3 - 3 - Premises from and after June 11, 2013 while this Lease remains in effect. This Paragraph 9 shall specifically include, but shall not be limited to, any environmental claims made against Landlord as a result of, on account of or in any way arising from the discharge by Lessee of any material upon the Premises, except for material discharged to, or deposited upon, the Premises by Landlord. Notwithstanding the foregoing to the contrary, Lessee’s obligations under this Paragraph 9 shall not apply to the willful misconduct of Landlord or its agents. The provisions of this Paragraph 9 shall survive the expiration or earlier termination of this Lease. 10. Consent for assignment or sublease. This Lease shall not be assigned nor shall the Premises be sublet without the prior written consent of Landlord , which consent may be granted or withheld in Landlord’s sole and absolute discretion. 11. Successors and assigns. Subject to the provisions of Paragraph 10, this Lease shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties. 12. Notice. Whenever in this Lease it shall be required that notice or demand be given or served by either Party, the notice or demand shall be in writing and shall be delivered personally or forwarded by registered or certified mail, postage prepaid, address ed as follows: If to the Landlord: CALPORTLAND COMPANY P.O. Box 338 Rillito, Arizona 85654 Attention: Plant Manager With a copy to: CALPORTLAND COMPANY 2025 E. Financial Way Glendora, CA 91741 Attention: Property Manager If to the Lessee: TOWN OF MARANA 11555 W. Civic Center Drive, Bldg. A3 Marana, Arizona 85653-7006 Telephone: (520) 382-1900 or elsewhere, as the Parties may from time to time designate in writing. Any notice given by certified or registered mail shall be deemed to have been given three business days after having been deposited in the United States mail. 13. Entire agreement . This Lease is intended by the Parties as the final expression of the Parties with respect to the subject matter of this Lease and supersedes any prior written or oral agreements. 14. Severability. The unenforceability, invalidity or illegality of any provision of this Lease shall not render any other provision unenforceable, invalid or illegal. AMENDED Regular Council Meeting 06/02/2020 Page 22 of 153 110940777.3 - 4 - 15. Conflicts of interest . This Lease is subject to A.R.S. § 38-511, regarding the cancellation of contracts involving conflict of interest. {Signatures appear on following page} AMENDED Regular Council Meeting 06/02/2020 Page 23 of 153 110940777.3 IN W ITNESS W HEREOF, the Parties have executed this Lease as of the date first set forth above. “CalPortland” or “Landlord”: CALPORTLAND COMPANY By: Its: Date: __________________ “Marana” or “Lessee ”: TOWN OF M ARANA Ed Honea, Mayor Date: __________________ ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM : Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 24 of 153      Council-Regular Meeting   C4        Meeting Date:06/02/2020   To:Mayor and Council From:Cherry L. Lawson, Town Clerk Date:June 2, 2020 Subject:Approval of the Regular Council Meeting Summary Minutes of May 19, 2020 (Cherry L. Lawson) Attachments Regular Council Meeting Summary Minutes, 05/19/2020 AMENDED Regular Council Meeting 06/02/2020 Page 25 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 MARANA TOWN COUNCIL REGULAR COUNCIL MEETING May 19, 2020 at or after 6:00 PM Ed Honea, Mayor Jon Post, Vice Mayor David Bowen, Council Member Patti Comerford, Council Member Herb Kai, Council Member John Officer, Council Member Roxanne Ziegler, Council Member SUMMARY MINUTES CALL TO ORDER AND ROLL CALL Mayor Honea called the meeting to order at 6:0 0 PM and directed the Clerk to call the roll. Vice Mayor Jon Post, Council Members Dave Bowen, Patti Comerford, Herb Kai, Roxanne Ziegler and John Officer were present. There was a quorum of council members present constituting a quorum. PLEDGE OF ALLEGIANCE/INVOCATION/MOMENT OF SILENCE: Led by Mayor Honea. APPROVAL OF AGENDA Council Member Bowen moved and Vice Mayor Post second the motion to approve the agenda as presented. Motion passes, 6-1. Nay, Council Member Comerford . CALL TO THE PUBLIC Mayor Honea opened the meeting to receive public comments and the below individual provided comments. AMENDED Regular Council Meeting 06/02/2020 Page 26 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Audra Winters wished to thank the Mayor and Council for its support and guidance on behalf of the business community during the past couple of months. PROCLAMATIONS P1 Proclamation declaring May 17 –23, 2020 as National Public Works Week (Cherry L. Lawson) MAYOR AND COUNCIL REPORTS: SUMMARY OF CURRENT EVENTS Council Member Bowen commented on returning to the Chambers for the meetings, that he was glad to be back. Council Member Comerford read from a prepared statement as follows, I love our Town of Marana. I know the rest of the Council does as well. I have spent the last 25 years working with this town, and its wonderful citizens and businesses. I have seen new businesses come and put in the sweat and tears to work hard and see their labor of success. Now people are hurting. Job losses, business livelihoods lost or put in extreme jeopardy. People are scared. Messages are confusing. We worked so hard to get to where we are; how can we lose it all? Everyone has always worked together. We have been through tough times before. We have come out swinging and have succeeded beyond our wildest dreams. We have been blessed. We did it with hard work and determination. Our own staff gave back half a million dollars of their own salaries to help towards that success. I will never forget those sacrifices made so willingly. I would like to point out that all the decisions made in response to the Covid -19 pandemic for the Town of Marana were made solely by the Mayor and the Town Manager. The T own Manager’s report incorrectly states that the rest of the Council were included in the Mayor’s order. The rest of the body of six members have never officially approved or disapproved those decisions with an official vote by us. Some of these decisions were made without our knowledge. I want the record to be clear on this. First, I would like to acknowledge our Town employees who have been working through this pandemic. Our police officers, park crews, street crew, and support staff who have diligently shown up to work day after day putting themselves on the line for those who we serve and a government that proudly serves the public. I want to thank the Marana Chamber for all the hard work in assisting our businesses during this difficult time. If it were not for you, our businesses would not have had the help they needed to apply for assistance available to them. As far as I know, the Town did not assist the local businesses in any way. Thank you Chamber for your hard work. I know you had to lay off one of your employees and took a cut in salaries as well. I appreciate your dedication and hard work. AMENDED Regular Council Meeting 06/02/2020 Page 27 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 For our leadership staff who each have their own offices and stayed employed throughout this pandemic (most of you at six figures), and served at the pleasu re your home, shame on you! You could have worked from the safety of your closed offices. While those were working in the field, you worked from home. Some of you were bragging about being at your poolside. She does not know this directly, as she was only told hearsay. If this is how our staff leadership works their jobs, I am embarrassed for our Town. We were the only town in the state of Arizona whose staff leaders abandoned their posts. I do not hold each of you responsible, though. I know that some of you were here trying to keep to your responsibilities. This was at the order of your leader, the Town Manager; it is him that I now address. To stay away from your responsibilities was a cowardly action that no person working in government should ever consider. You have your own office. You can take the precautions to keep yourself safe, yet you expect your staff to carry on in these special circumstances while you sit in the safety of your home. If you want that type of job, get out of government work and get out of Marana. That is not the Marana way, nor should it ever be. The position you have put Marana in is shameful. At this late state, we are now facing to deal with the budget and many other Town responsibilities, and I will not even go into the Adonis Road debacle is strictly your fault. To not keep the Council informed is UNFORGIVABLE. Your lack of leadership speaks for itself. I hope you understand the consequences of your actions or lack of actions. At our last meeting, I requested that the budget to be distributed to the Council at the earliest convenience. Here we are a week before the meeting to approve the “Manager’s budget, and not one thing has been given to us. Yiannis last report was vague and provided no real infor mation. The staff have been working on it for months. The Council needs to be a part of this process. We have been excluded from the process and decisions that need to be made. We are not a rubber stamp to the staff. I am tired of policy decisions being ma de without our knowledge, let alone our consent. Be ready to roll up your sleeves and get to work! Your decision are not ours, so you had better be ready to put in the real work to be decided by us seven council members. No one vote weighs more than the other does. Get ready because this is not going to be easy and it is going to require many hours of dedication and hard work. If you are not up to it, you might as well get out of the way, because we are going to take care of business. The combination experi ence up here, you forget, is over 100 years with just the seven of us. You are not going to just f ly this budget past us. Twenty percent (20%) cuts – I know right now where I personally would start with the 20% in cuts. Do you? Mayor Honea stated he has many things to comment on. These last couple of weeks have been somewhat exciting. We opened the parks last Friday, and he visited each one of them on Saturday. He visited Cross Roads, Ora Mae, Honea Park, El Rio, Continental Ranch, but did not go to Tange rine Sky. Though he did receive reports from those who did visit the park, as there were many people there. People were very respectful in all of our parks. The equipment is open. There were a couple of kids on the playground equipment in each of the playg rounds, and parents were social distancing from another AMENDED Regular Council Meeting 06/02/2020 Page 28 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 as they watched their kids at play. The parks looked good. He visited the skate park on Saturday, and there were five young men there. He spoke with them stating Marana really wants the park to stay open, and there cannot be 30 or more kids there at a time. The young men were very respectful. He returned to the park on Sunday, and there was only one young man there on his bike in the skate park. There were many families out in the park enjoying the facilities. He had the privileged of being on a conference call with Senator McSally and Audra Winters for the Chamber of Commerce last week. He has been in conversation with Ms. Winters at least once weekly. He tried to come up with the mone y for the employee. He thinks the employee is in the process of moving, and has a parent that lives with them. He is unaware whether the employee was hurt that they are no longer employed with the Chamber. He did make an offer, as this Town Council had tol d him that if Marana could assist them, (not with hu ndreds of thousands of dollars), Council would do so. He also had the privileged of being on a phone call with Governor Ducey. There were seven mayors in the entire state of Arizona, and he was the only one in Pima County that was ask to participate in the conference call. Governor Ducey spoke with the attendees for over an hour. He took questions from those who participated on the call and provided a response. The Governor is supportive of getting peop le back to work. Mayor Honea commented on the questions that he posed directly to Governor Ducey stating Pima County had passed 17 rules through its health department to regulate restaurants in Pima County. He stated Governor Ducey commented to him that he was aware of the situation in Pima County, as they are working on that. Mayor Honea stated he believes that Pima County overstepped its boundary to impose restrictions on businesses in the all communities in the county. He spoke to Governor Ducey about the budget commenting on state share revenue are rumored to be down by 15%, HURF down by 20%, and VLT down by 10% to 15%. He asked Governor Ducey whether he would be able to provide the communities with hard figures as soon as possible as we are developing our budgets to provide service to the communities that we serve. Mayor Honea reported that Governor Ducey stated that they are working diligently to get the work done and provide communities with those figures. He spoke with Executive Director Farhad Moghimi, Pima Association of Governments (PAG) stating the March figures for sales tax were down by eight (8%) percent for Pima County. He assumes Marana is down by eight (8%) as well. He believes both April and May will be worse. He stated Governor Ducey had indicated that there may be some federal funding, but do not count on it, as they are fighting in the U.S. Congress and may never come to an agreement. He does not believe that Marana can count on any federal assistance before the budget is present. AMENDED Regular Council Meeting 06/02/2020 Page 29 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Mayor Honea stated he has been working hard and wished to address…when you do a proclamation of emergency, the mayor does not need to ask the Council when you make a direction for staff. He tried to contact every member of this Council each week and speak to them about what he was doing, even though he makes the decision. He has the right legally under the law to make the decision, but really tries to keep everyone informed. Council Member Comerford replied stating she had thanked Mayor Honea for the updates. When the report inaccurately puts the rest of the Council on as , the orders that is incorrect. She stated it is the Mayor’s orders. Mayor Honea replied stating that may be the Mayor’s orders, but in conjunction with the Council . Everyone is trying very hard as these are tough times. He visited three restaurants in the last week including the Feedlot Café in north Marana where the tables were six feet apart, and Vice Mayor Post and his family were there dining as well. He visited the Station on Saturday during hi s tour of the parks. On Monday, he visited Vera Amore’, as he goes there often for meetings. He is very proud of our business community, as they have done a phenomenal job. MANAGER’S REPORT: SUMMARY OF CURRENT EVENTS Town Manager Jamsheed Mehta reported on the following from the Governor’s Executive Order stating the title has changed to “Stay Healthy, Return Smarter, Return Stronger.“ The organization has adapted several aspects of our work ethic program and our return to work program that is p remise on the Governor’s Executive Order. This includes individuals who have been identified as being in a special situation, vulnerable health perspective or have health needs such as dependent care or childcare. Marana has also followed through the Gov ernor’s Executive Order of the CDC Guidelines, OSHA Guidelines, and ADHS Guidelines. Nothing that we have done goes beyond but rather is in line with the stated guidelines. He has provide Council with periodic updates on our return to work efforts includ ing a memo that issued to staff. We are in Phase 2a of the return to work. Phase 1 started immediately following Governor Ducey’s release of its Executive Order, Friday, May 8. That was a limited opening with front counters being open, public access areas and minimum staff available at that time; every department was represented. As of Monday, May 18, every department is essentially fully staffed to the extent that every employee who is able to will participate in the work office environment if possible. If the employee work is office related and the employee does not need to be in the office for each workday, the Town is continuing with telecommuting or telework. That allows the town to have few people available, while additional plans are be ing made to ensure that upon return of all employees (next phase), all necessary arrangements would have made. AMENDED Regular Council Meeting 06/02/2020 Page 30 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Until that time, the arrangement is that employees will be in the workweek attending in their workspaces; however, telework will continue for so me of them. As a minimum regarding the leadership attendance for every department where there is a director, deputy director, a significant manager of those areas, the person has to be here every day. This is part of Phase 2a at this time. Essentially, the town follows those guidelines that have been provided by the state and federal level as they recognize the need to continue telework, if the option is available. The town has been very fortunate that in March, we realized just how serious this virus was. Our Technology Services Department made those types of arrangements for staff. Marana was one of the first communities in Arizona to identify individuals who had desk jobs and could perform their job remotely. We were very successful in doing that in the second and third week of the pandemic. Regarding the latest amendment to the Proclamation of Emergency by the Mayor, and as he would call it, on behalf of the Mayor and Council . The Council did provide by statute the authority to the Mayor to act in ce rtain cases of emergency . That is why his update to Council referenced the word emergency proclamation by the Mayor and Council. If that term is, something that this Council would prefer that is not referenced moving forward, then… Council Member Comerford replied stating she is of only one of the six Council Members, that she is telling Mr. Mehta no. It is not for her. She does not care if Mr. Mehta addresses it to the Mayor and five Council Members, but she is not to be included. The Council has not voted . Mr. Mehta explained amendment number 7 stating it allows for the expansion outside and beyond the existing floor area. As recent as it has been, the town has received one application was approved within a couple of hours of receipt of the application. Council Member Comerford interrupted inquiring abo ut the nature of the application. She asked what it was fore. Mr. Mehta replied stating one of the requirements for any restaurant or business that want to expand its service area outside, can with a permit. The state-testing blitz that started a month ago intended to be for only three weekends. The third installment held last week, the Governor suggested it be extended through the end of the month. Last weekend Marana Health Center (MHC) was one of the locations and are now contributing to that effort including diagnostic antibody test. MHC tested 161 individuals during its first weekend, and approximately 1400 -1500 throughout Pima County. Relating to the proclamation for Public Works, this is Public Works Week and they are always prepared for the worst, we are already preparing to launch our preparedness plan for the monsoon season. Our plan will be in place in the event of a major storm event. AMENDED Regular Council Meeting 06/02/2020 Page 31 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Vice Mayor Post stated he had heard today of a rumor that town employees were inspecting businesses, asking whether the rumor is truthful. Mr. Mehta replied stating he is unsure whether the rumor is related to enforcement. Vice Mayor Post stated he believes it is according to the Governor’s order. Mr. Mehta replied stating he seriously doubts whether that is an accurate statement. He is hoping it is a rumor, but will follow - up with staff upon receiving further details of the comments. He does not believe that it is coming from any of Marana staff. PRESENTATIONS CONSENT AGENDA C1 Resolution No. 2020-042: Relating to the Police Department; exempting undercover vehicles used by the Marana Police Department in felony investigations or activities of a confidential nature from Arizona state laws related to the designation of political subdivision motor vehicles; authorizing the Chief of Police to renew existing vehicle registrations for these undercover police vehicles and to obtain vehicle registrations for new undercover vehicles to be used in felony investigations or activities of a confidential na ture (Libby Shelton) C2 Resolution No. 2020-043: Relating to development; approving a release of assurances for Gladden Farms Block 35 and accepting public improvements for maintenance (Keith Brann) C3 Resolution No. 2020-044: Relating to Development; approving a preliminary plat for SC Ranch Lots 1-54, Common Areas "A" (Recreation and Drainage) and "B" (Landscape, Drainage and Utilities) located generally at the northeast corner of Sanders and Moore Roads (Steven E. Vasquez) C4 Resolution No. 2020 -045: Relating to Administration; designating Yiannis Kalaitzidis as the Chief Fiscal Officer for officially submitting the Fiscal Year 2021 expenditure limitation report to the Arizona Auditor General (Jane Fairall) C5 Resolution No. 2020-046: Relating to Development; approving a Final Plat for Moonlight Canyon at Saguaro Ranch, Phase 1, Lots 39 -43, Block 2, and Common Areas "B" and "D", located approximately one mile north of the north terminus of Thornydale Road (Brian D. Varney) C6 Resoluti on No. 2020-047: Relating to Development; approving a Final Plat for Moonlight Canyon at Saguaro Ranch, Phase 2, Lots 1 -38, Block 1, and Common Areas "A", "C-1", and "C-2" located approximately one mile north of the north terminus of Thornydale Road (Brian D. Varney) C7 Resolution No. 2020-048: Relating to Police Department; approving and authorizing the Town Manager to execute two Subrecipient Agreements (#190419 -01 AMENDED Regular Council Meeting 06/02/2020 Page 32 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 and #190419-02) with the Arizona Department of Homeland Security for purposes of receiving funds under the FFY19 Operation Stonegarden Grant Program (Kristin Taft) C8 Resolution No. 2020-049: Relating to the Police Department; approving and authorizing the Mayor to execute a service agreement with the Marana Unified School District to provide two school resources officers in support of the District's School Safety Program (Jane Fairall) C9 Resolution No. 2020 -050: Relating to Community & Neighborhood Services; approving and authorizing the Mayor to execute an intergovernmental agreement between the Regional Transportation Authority of Pima County and the Town of Marana for the regionalization of public transit an d special needs transportation services and maintenance of effort (MOE) funding for fiscal years 2021 -2026; and authorizing the Town Manager to execute an annual amendment to the IGA setting forth the amount of the Town's MOE contribution for each fiscal y ear (Lisa Shafer) C10 Resolution No. 2020-051: Relating to Marana Regional Airport; approving and authorizing the Town Manager to execute CARES Grant Agreement Number 3 -04-0058- 023-2020 with the Federal Aviation Administration for funding in an amount no t to exceed $69,000 to help offset a decline in revenues as a result of the COVID -19 Public Health Emergency (Kristin Taft) C11 Approval of the Regular Council Meeting Summary Minutes of May 5, 2020 (Cherry L. Lawson) Vice Mayor Post, moved and Council Member Bowen second the motion approving the Consent Agenda as presented. Motion passes, 6-1. Nay, Council Member Comerford. LIQUOR LICENSES BOARDS, COMMISSIONS AND COMMITTEES COUNCIL ACTION A1 Ordinance No. 2020.008: Relating to Finance; amending the Town of Marana Comprehensive Fee Schedule; and designating an effective date (Yiannis Kalaitzidis) Resolution No. 2020-052: Relating to Finance; declaring as a public record filed with the Town Clerk the amendments to the Town of Marana Comp rehensive Fee Schedule adopted by Ordinance No.2020.008 (Yiannis Kalaitzidis) Finance Director Yiannis Kalaitzidis provided a brief overview of this item stating t he Town created a town-wide, Comprehensive Fee Schedule and standardized fees across all departments. At the time of the Comprehensive Fee Schedule was presented on AMENDED Regular Council Meeting 06/02/2020 Page 33 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 during the March 17 Council Meeting, part of their annual process is to review the fees and work internally to ensure that all of Marana fees are appropriate, necessary, and when possible, modernized to streamline those fees. The town is presenting very few changes this year, and as such do not expect any significant financial impacts to our re venue from the additions and changes that are made. Most of the fees that are the town is adding are new fees to the Comprehensive Fee Schedule are airport fees that has existed outside of that schedule that is until now. The town is incorporating those fees into the Comprehensive Fee Schedule. The remaining changes are changes that deals with increases for pricing for the airport, slight increases for the CPI index changes. There were also changes in parks that brings Marana in line with our neighbors fo r the use of Marana Parks. Additionally, development and facility use fees were updated to provide consistency and clarification. All of the notices related to this action were properly posted as required by Arizona Revised Statutes; specifically at least 60 days before this meeting, and again 15 days before this evening meeting are the requirements. Notification letters of possible fee schedule changes were sent to the Southern Arizona Home Builders Association (SAHBA) and the Metropolitan Pima Alliance (MPA) to provide them the opportunity to review the proposed changes to the Comprehensive Fee Schedule and clarify any issues or areas of concern. We did not receive any comments. If approved, the changes to the comprehensive fee schedule will be effectiv e on July 1, 2020. Vice Mayor Post move and Council Member Ziegler second the motion to adopt Ordinance No. 2020.008, adopting the amendments to the Town of Marana fee schedule and designating an effective date and Resolution No. 2020 -052, declaring the amendments a public record. Motion passes, 6-1. Nay, Council Member Comerford. A2 Resolution No. 2020-053: Relating to Development; approving and authorizing the Mayor to sign the Amended and Restated Development Agreement among the Pima County Flood Control District, the Town of Marana, Alta Vista Communities RP LLC, and I.T. Investments Three, L.L.C. for CDO North Bank Improvements, West of Thornydale (Frank Cassidy) Town Attorney Frank Cassidy provided a brief overview of this item stating the blue sheet have an error as it states i n March 2020, the resolution is correct; but the Council looked at this in March 2019. T he Council saw this same agreement with the Pima County Flood Control District and the owners of land along the north bank of the C DO Wash, just west of Thornydale Road and south of Aerie Drive. Alta Vista communities has the other property along there behind where Target is located and Lowe’s in that area. AMENDED Regular Council Meeting 06/02/2020 Page 34 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Under the agreement approved one year ago, the idea was to connect the loop t hat runs along CDO west of Interstate 10, and was to connect that under the freeway and under the railroad to the (described by map) this part of the loop. Unfortunately, despite the county and property owners’ attempts to get the railroad to the table, th ey never were not able to meet with the railroad. With respect to this agreement, the agreement now, cuts out the railroad. It stops the project at the east right-of-way of the railroad. It will still put in the bank protection in there and the linear park. They will put in the linear park in connection under the railroad and the freeway once they can get the railroad to the table. They do want to try to move this development forward now. One of the differences in the agreement is that it is pretty much the same as one year ago; however, there is one difference. Lot 3 that is owned by Alta Vista is at the south end of Camino Martin. The Flood Control District ask that the property be dedicated to the Flood Control District as part of the deal. That is became a concern to him as he questioned why it would not be dedicated to Marana. Mr. Cassidy stated the comment was that they wanted it in connection with linear park activities. His replied stating Marana will not be happy with that unless you are willing to commit to limit the uses so that it is in fact that sort of thing. Marana does not want to have a maintenance yard or similar along those lines on that property in the Town of Marana. As part of this deal, it was amended, to add a covenant enforceable by the Town. If Council approve a use by resolution, then it could go there. Other than that, it is limited to maintenance for the park. The maintenance building cannot be more that 250 sq. ft. It can have parking for the linear park, can be used for the setup of the construction of the linear park, and it could be used in the event of an emergency if they needed to get in there. This agreement will allow development to occur as it includes the bank protection that is needed for that. Council Member Comerford stated if they do put in parking, how they would get there to park. Mr. Cassidy replied stating it does not address that. Council Member Comerford asked in order to do that will they bring plans to the Town. Mr. Cassidy replied stating it is a governmental use, so they would not need to obtain permission from the Town. However, on the other hand, they would need a right -of-way use permit to make a connection to Camino Martin. He does not believe that will happen; though he does think the logical approach would be that they would have to go through Alta Vista other properties. In reality, it is likely to stay vacant. Vice Mayor Post moved and Council Member Officer second the motion to adopt Resolution No. 2020-053, approving and authorizing the Mayor to sign the amended and restated development agreement for CDO North Bank Improvements west of Thornydale Road. Motion passes unanimously, 7 -0. AMENDED Regular Council Meeting 06/02/2020 Page 35 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 ITEMS FOR DISCUSSION / POSSIBLE ACTION D1 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 (Jamsheed Mehta) Mr. Mehta reported on the following updates: FEDERAL: • Not much new at the Federal Level • The House passed a piece of legislation to the CARES Act called the “HEROES Act”, which is a $3T stimulus package in addition to the $2 that approved by all houses • The Senate is not expected to approve it and no one knows where it will go. STATE: • The State Legislature is back in Session as we speak, meeting today. • House is moving Senate bills along with no amendments. If they did suggest amendments, the Senate would have to convene to approve them. Bills that have passed the Senate are now with the house. If approved, they would simply pass through without changes. • The only “extra” bill they are looking to pass is a liability protections bill for businesses specific to COVID19 (multiple versions of this exist, currently, from Senators Leach and Farnsworth, as well as Rep Kavanagh). • The Legislature will be in session until this Friday. They are expected to adjourn Sine Die on Friday, and set a date for a special session in the near term. BILL TRACKING: The Town has been tracking a few bills and two have been mentioned previously to Council is a concern and may continue to be of concern. • SB1133: Public Works Contracts Bill : This bill submitted by contractors to essentially allow subcontractors to be able to demand payment directly from the project owner (the Town) on any project, instead of from the Prime Contractor. It also would have allows subcontractors to be able to demand payment directly from the project owner that has subcontractors; even verbally request for a “oral change orders,” that we would not have much to do with, we would be required to make payments to a subcontractor. Despite having a contract agreement with the prime contractor. This is a terrible bill. • Marana, and other jurisdictions, wanted to amend it to where any change orders would HAVE to be put in writing, and that we as the project owner would not be responsible for determining when subcontractors would be paid. AMENDED Regular Council Meeting 06/02/2020 Page 36 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 • Unfortunately, due to COVID and the way in which these bills are being heard, the House will offer no amendments . This means the bill would pass as is, with a promise to be reviewed next session to make the suggested revisions. This is a terrible bill fro m our perspective. Council Member Ziegler asked for clarification of SB1133. Mr. Mehta explained if Marana has a prime contractor who then uses several subcontractors. If the subcontractor needs to be paid, the prime contractor can tell the subcontractor to go to the owner of the project, which would be the Town in that case, for any payments. Instead of the Town only having a payment to the contractor, who pays each of its subcontractors, the Town would have to deal with each of the subcontractors that it does not have a relationship with, or even selected. Council Member Ziegler confirmed that the subcontractor could bypass the prime contractor seeking payment from the project owner. In private business, prime contractors are always in control of its subcontractors. She asked who advanced this item forward, as she does not understand the logic behind the bill. Mr. Mehta continued stating another bill that the Town spoke about a few months ago, called the FedEx bill another Senate bill for personal deli very devices. This is where one may have a robotic machine to deliver packages to businesses and other addresses. • SB1305: Personal Delivery Devices (FedEx): this bill submitted by FedEx to allow personal delivery devices to operate in cities and towns at their own whim. Our issue with it was that we would not have been able to enforce speed of the devices or areas of operation, like public ROW. • Fortunately, for us, the League was able to introduce verbiage that was accepted by the bill’s sponsor, which a llows local government more control, including speed, time and location of operation . The League has agreed to add that language. The bill has moved forward, but has addressed our concerns within it. Mr. Mehta stated a new bill that is concerning to Marana at this time called the Civil Liabilities Bill that is related to COVID-19. • CIVIL LIABILITIES BILL: Liability due to COVID19: There were three versions of this bill. One proposed by Senator Leach, another by Senator Farnsworth, and Senator Kavanagh. Each of the versions varied by a certain extent. Kavanagh’s bill is moving forward. It would attempt to exempt certain organizations or groups from COVID-19 related lawsuits or liabilities. Those groups or organizations includes universities, non-profit, for profit, and school districts. However, this version does not include cities, towns and political jurisdictions. Mr. Mehta explained that if Marana did something that caused someone to be infected and we did not remedy the issue, then we would be li able in this particular version of AMENDED Regular Council Meeting 06/02/2020 Page 37 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 the bill. More details will come on this bill as it continues to move forward. Under the Civil Liabilities Bill, we know that the Governor’s Office is actively trying to get this bi ll dismissed, as they see it as limiting the Governor’s powers specific to Executive Orders related to COVID-19 as it relates to preventing or limiting enforcement. At this time, he does not know whether this will become enforceable or will limit the Gover nor’s Executive Orders as he has passed thus far. Mayor Honea added he had participated in conference calls with each of the mayors in Pima County, the County and the Health Department daily over the last couple of months. Starting this week, the frequenc y of the calls are down to two days per week. In those conversations, there is no agreement amongst the group; however, they are at the table and talking. He does keep people informed with the outcome of those conversations. At this time, Marana and Sahu arita have indicated that they would like to return to work as quickly as possible. The City of Tucson, not so much. EXECUTIVE SESSIONS E1 Executive Session pursuant to A.R.S. §38 -431.03 (A), Council may ask for discussion or consideration, or consultation with designated Town representatives, or consultation for legal advice with the Town Attorney, concerning any matter listed on this agenda for any of the reasons listed in A.R.S. §38 -431.03 (A). E2 Executive session pursuant to A.R.S. § 38-431.03(A)(3)&(4) to discuss or consult for legal advice and to consider the Town’s position and instruct its attorneys regarding the manner and timing of Adonis Road construction under (i) the Villages of Tortolita Development Agreement as amended, (ii) the Mandarina Mediation Agreement, and (iii) possible amendments to one or both of those agreements. Mayor Honea ask for a motion to go into the executive session for the purpose as provided on the agenda. [6:56 PM Minutes:] Vice Mayor Post, moved and Council Member Kai second the motion to enter into the executive session for the purpose stated on the agenda. Motion passes unanimously, 7 - 0. [8:36 PM Minutes:] Mayor Honea resumed the meeting, and asked Mr. Cassidy to assist with the language of the motion. Mr. Cassidy stated on Item E2 the Town would ask for a motion authorizing Town staff to proceed with negotiations as discussed in executive session to include the Town immediately taking over the construction of Adonis Road, and pursing that construction as quickly as possible. AMENDED Regular Council Meeting 06/02/2020 Page 38 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Council Member Comerford moved and Council Member Ziegler second the motion authorizing Town staff to proceed with negotiations as discussed in executive session to include the Town immediately taking over the construction of Adonis Road, and pursing that construction as quickly as possible. Motion passes unanimously, 7 -0. [6:56 PM Minutes:] Mayor Honea ask for a motion to go into the executive session for the purpose as provided on the agenda. Vice Mayor Post, moved and Council Member Kai second the motion to enter into the executive session for the purpose stated on the agenda. Motion passes unanimously, 7 - 0. E3 Executive session pursuant to A.R.S. § 38 -431.03(A)(3)&(4) to discuss or consult for legal advice and to consider the Town’s position and instruct its attorneys regarding possible negotiation of amendment to the “District Development, Financing Participation and Intergovernmental Agreement (Gladden Farms Community Facilities District)” and related agreements associated with a possible future bond sale by the Gladden Farms Community Facilities District. [8:36 PM Minutes:] Mayor Honea resumed the meeting and asked Mr. Cassidy to assist with the language of the motion. Mr. Cassidy stated for Item E3 on the Council Agenda and Item E2 on the Gladden Farms Community Facilities District Board Agenda, which relates to the negotiation of agreements relating to possible sale of bonds for both of those, the Town would ask for a motion directing Town staff to proceed with those negotiations consistent with those discussions held in executive session. Board Member Comerford moved and Vice Chair Post second the motion for Item E3 on the Council Agenda and Item E2 on the Gladden Farms Community Facilities District Board Agenda, which relates to the negotiation of agreements relating to possible sale of bonds for both of those, the Town would ask for a motion directing Town staff to proceed with those negotiations consistent with those discussions held in executive session. Motion passes unanimously, 7 -0. FUTURE AGENDA ITEMS Notwithstanding the Mayor’s discreti on 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). AMENDED Regular Council Meeting 06/02/2020 Page 39 of 153 Regular Council Meeting Summary Minutes 05 /19 /2020 Vice Mayor Post requested Council to direct Town staff to investigate what the town could do to help small businesses to jump -start back to where they were pre -pandemic. He asked what the town could do, as he does not know the answer to that question. Perhaps the town can collaborate with the Chamber of Comm erce, speak with the business owners who were hurt badly during this pandemic. How can the town and Council assist to help the business community get to where they were. He would like to see this as an agenda item. Mayor Honea stated it would have to come forward for the first Council Meeting in June; June 2. Council Member Ziegler asked for clarification of Vice Mayor Post request asking whether the assistance he is referring to is financial. Vice-Mayor Post replied stating he is referring to permits, anything the town can do; not financial assistance. Mayor Honea requested Town staff place this item on the June 2, 2020 Council Agenda. ADJOURNMENT Mayor Honea asked for a motion to adjourn the meeting. Vice Mayor Post, moved and Council Member Officer second the motion to adjourn the meeting. Motion passes unanimously, 7 -0. Meeting adjourned at 8:36 p.m. CERTIFICATION I hereby certify that the foregoing are the true and correct mi nutes of the Marana Town Council meeting held on May 19, 2020. I further certify that a quorum was present. ________________________________________ Cherry L. Lawson, Town Clerk AMENDED Regular Council Meeting 06/02/2020 Page 40 of 153      Council-Regular Meeting   B1        Meeting Date:06/02/2020   To:Mayor and Council From:Cherry L. Lawson, Town Clerk Date:June 2, 2020 Strategic Plan Focus Area: Community Strategic Plan Focus Area Additional Info: Community: Principal Statement 1: We will maintain and enhance our reputation as a safe and well-planned community. Initiative #6. Explore and research innovative community planning ideas for incorporation into processes, procedures and codes. Subject:Resolution No. 2020-057: Relating to Boards, Commissions, and Committees; making an appointment to the Town of Marana Board of Adjustment (Cherry L. Lawson) Discussion: Currently, there are two positions open on the Board of Adjustment that seeks to be filled.  Council approved the reappointment of Warren Hatcher during its Regular Council Meeting on February 18, 2020.  The Clerk's Office received an application of interest from John Flint who is seeking a new appointment to the Board of Adjustment with the term ending, 02/29/2024.  A public notice seeking applications was published in the Daily Territorial on January 10, 2020, as well as posted on the Town's website on January 8, 2020.  Additionally, in the motion offered by Vice Mayor Post and second by Council Member Bowen approving the reappointment of Warren Hatcher, also directed staff to continue the solicitation of additional applications to this Board.  The Town seeks to fill both remaining two vacancies on this Board. On May 13, 2020, Town Clerk Cherry Lawson sent an email to the Council Committee for Appointments to the Planning Commission and Board of Adjustment asking whether any member desired to interview the applicant for one of the two remaining open positions prior to taking applications to Council for approval.  No request was made; and therefore, staff is forwarding the application to Council for review on AMENDED Regular Council Meeting 06/02/2020 Page 41 of 153 made; and therefore, staff is forwarding the application to Council for review on tonight's agenda. At tonight's meeting, the Town Council may do one or more of the following: 1. Interview one or more applicants either in public or in an executive session scheduled for that purpose. 2. Make one or more appointments. 3. Order the solicitation of additional applications. 4. Take any other action it deems appropriate. Staff Recommendation: Staff Recommendation: Council pleasure. Suggested Motion: I move to adopt Resolution No. 2020-057, appointing John Flint to the Town of Marana Board of Adjustment with a term expiring February 29, 2024. Attachments Resolution No. 2020-057 Application AMENDED Regular Council Meeting 06/02/2020 Page 42 of 153 Marana Resolution No. 20 20-057 MARANA RESOLUTION NO. 2020-057 RELATING TO BOARDS, COMMISSIONS AND COMMITTEES; MAKING AN APPOINTMENT TO THE TOWN OF MARANA BOARD OF ADJUSTMENT WHEREAS Marana Land Development Code Section 17-2-2 establishes the procedure for making appointments to the Bo ard of Adjustment and sets the term for each Board member at four years; and WHEREAS there are currently two vacancies on the Board of Adjustment for terms expiring on February 29, 2024 ; and WHEREAS the Mayor and Council have reviewed an application for one of the vacancies; and WHEREAS the Mayor and Council find that the appointment addressed by this resolution is in the best interest of the Town and its citizens . NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that John Fli nt is hereby appointed to the Board of Adjustment with a term expiring February 29, 2024. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 43 of 153 Board and Commission Application Town of Marana Submitted On: April 30th, 2020 @ 4:09pm Board or Commission Board of Adjustment Please upload your resume here.https://seam.ly/19sn69Ix First Name John Last Name Flint Email Full Address Marana AZ How many years have you lived at this address? 2 How many years have you lived in Marana? 2 Phone Number (Daytime) Phone Number (cell or home) Occupation Retired City Manager Employer None What is your vision for the Town?To see the Town of Marana fulfill its 2040 Plan through responsible economic development and master planning. What are some of the most important concerns or issues that you think the Town will have to face in the next 5 - 10 years? The Town of Marana will need to attract responsible industrial/office/commercial development to support the ever increasing population and the essential services required attendant to that population. What do you see as the Town's best asset to bring visitors and new residents to the Town? The Town of Marana''s best natural asset is its setting and location, and its best commercial asset is the Ritz Carlton at Dove Mountain. Please explain your professional background I have served my entire professional career in local governments, dealing with elected officials and legislative bodies on the local, state and federal levels. In addition, I have dealt extensively with development professionals in the crafting of legislation and the presentation and processing of development applications. During my 22+ years tenure as City Manager of the City of Weston, Florida I oversaw and participated in the reorganization and rewriting of the City''s Code of Ordinances, including the City''s Land Development Codes. Please see my attached resume for further information. Describe your experience working with a Council-appointed board or commission During my 45 years in local government in senior management positions I have extensive experience working with legislatively appointed boards and commissions, as follows: City of Hollywood, Florida Planning & Zoning Board, Board of Appeals & Adjustment. City of Cooper City, Florida Planning & Zoning Board, Beautification Board City of Weston Florida Planning & Zoning Board, Business Tax Equity Study Commission.AMENDED Regular Council Meeting 06/02/2020 Page 44 of 153 Describe a time when you had to stand firm and make a tough or unpopular decision In October 2017 Hurricane Irma struck southeast Florida, including the City of Weston where I was City Manager at the time. Although the storm caused primarily only vegetative damage, I made the determination that the damage did not rise to the level to warrant a City wide clean up nor meet the criteria for reimbursement from FEMA. This decision was unpopular with many residents and homeowner associations who then had to bear the cost of removal and disposal of their respective debris. The City Commission supported the decision, which when compared with differing actions of neighboring municipalities proved to be the right decision. If appointed by the Council you will be representing all of the Town of Marana in your decisions. Describe how you will maintain your objectivity in making decisions for locations other than your own residence. As the City Manager of the municipality in which I resided, my policies, recommendations, and decisions had to take into account what was best for the entire city, not just the community in which I resided. If appointed, I will bring the same objectivity to my position on the Board of Adjustment for all of the residents and business of Marana. Full Name Jamie Alan Cole Full Address Fort Lauderdale FL Relationship City of Weston, FL City Attorney Phone Number Full Name Shelley Eichner Full Address Fort Lauderdale FL Relationship City Planner Retired Phone Number Phone Number Name of Business N/A Person with Interest N/A Type of Interest N/A Additional Information Have any of the above businesses conducted any business (e.g. supplier of goods or services, contractor, consultant) with the Town of Marana in the past 24 months? No If Yes, please explain AMENDED Regular Council Meeting 06/02/2020 Page 45 of 153 Are you, a relative, or any member of your household an employee of the Town of Marana? No If Yes, please explain List by name any compensated lobbyist with whom you, or a relative, or a member of your household shares any direct economic interest such as a partnership, joint venture or similar business relationship.a? N/A Signature Data First Name: John Last Name: Flint Email Address: Signed at: 04/30/2020 01:04PM Full Date 4 30 2020 AMENDED Regular Council Meeting 06/02/2020 Page 46 of 153      Council-Regular Meeting   A1        Meeting Date:06/02/2020   To:Mayor and Council From:Frank Cassidy, Town Attorney Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-058: Relating to Development; approving and authorizing the Mayor to sign the Amended and Restated Vanderbilt Farms Development Agreement (Frank Cassidy) Discussion: The original Vanderbilt Farms development agreement was entered into in 2003. Vanderbilt Farms remains undeveloped. The current owners of Vanderbilt Farms are getting ready to market it to developers and builders, and desire to enter into an amended and restated development agreement that identifies, describes, and incorporates all relevant development matters pertaining to Vanderbilt Farms. To that end, Town staff and the owners of Vanderbilt Farms present the Amended and Restated Vanderbilt Farms Development Agreement for the Town Council's consideration. It methodically identifies and explains the development restrictions for each proposed block of Vanderbilt Farms, as they are shown on the Vanderbilt Farms re-plat which is also being presented for Council consideration and approval at tonight's meeting. The proposed Vanderbilt Farms re-plat and Amended and Restated Vanderbilt Farms Development Agreement implement two major roadway alignment changes that have occurred over the years, and carry forward an administrative change of zoning associated with one of the roadway alignment changes. The first of the roadway alignment changes was to Clark Farms Boulevard, which intersected Moore Road further east in the original Vanderbilt Farms block plat than the same intersection is shown in the Gladden Farms Blocks 26-43 (Gladden Farms II) block plat. The intersection location shown on the Gladden Farms II block plat is the correctAMENDED Regular Council Meeting 06/02/2020 Page 47 of 153 plat. The intersection location shown on the Gladden Farms II block plat is the correct one -- it provides adequate separation from the I-10 Frontage Road and Moore Road intersection. The proposed Vanderbilt Farms re-plat corrects the location of the Clark Farms Boulevard and Moore Road intersection, and makes revisions to the various affected blocks of Vanderbilt Farms. The second of the roadway alignment changes was to Lon Adams Road. When MUSD decided to leave its bus barn on Barnett Road just east of Ora Mae Harn Park, the logical location of Lon Adams Road between Barnett and Clark Farms Boulevard shifted westward, to align with existing Lon Adams Road on the west side of Ora Mae Harn Park. This realignment was made in the Town's General Plan with the Council's September 4, 2018 adoption of Resolution No. 2018-084. The proposed Vanderbilt Farms re-plat now implements this realignment of Lon Adams Road. The realignment of Lon Adams Road moved the location of the major Lon Adams Road and Clark Farms Boulevard intersection westward in Vanderbilt Farms. As a consequence, the Marana Development Services Director (acting in his capacity as Planning Director) issued a March 24, 2020 administrative change (attached as Exhibit B to the Amended and Restated Vanderbilt Farms Development Agreement), making a corresponding change to the underlying specific plan zoning designation. This administrative change and an earlier administrative change to reduce the street setback in the C-1 zoning designation from 20 feet to zero (used in connection with the development of the Dollar General site at the intersection of Clark Farms Boulevard and Tangerine Farms Road) are ratified by the Amended and Restated Vanderbilt Farms Development Agreement. Staff Recommendation: Town staff recommends adoption of Resolution No. 2020-058, approving and authorizing the Mayor to sign the Amended and Restated Vanderbilt Farms Development Agreement. Suggested Motion: I move to adopt Resolution No. 2020-058, approving and authorizing the Mayor to sign the Amended and Restated Vanderbilt Farms Development Agreement. Attachments Resolution No. 2020-058 Vanderbilt Amended Restated DA Exh A to Vanderbilt DA Exh B to Vanderbilt DA AMENDED Regular Council Meeting 06/02/2020 Page 48 of 153 00069812.DOCX /1 Marana Resolution No. 20 20-058 5/5/2020 11:10 AM MARANA RESOLUTION NO. 2020-058 RELATING TO DEVELOPMENT; APPROVING AND AUTHOR IZING THE MAYOR TO SIGN THE AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT WHEREAS the Town of Marana adopted Marana Resolution No. 2003-61 on June 3, 2003, approving and entering into a development agreement for the Vanderbilt Farms project; and WHEREAS, at the request of the current owners of Vanderbilt Farms , Town staff and the owners of Vanderbilt Farms have negotiated and prepared the Amende d and Restated Vanderbilt Farms Development Agreement , to identify, describe , and incorporate all relevant development matters pertaining to Vanderbilt Farms ; and WHEREAS the Marana Town Council finds that the Amended and Restated Vanderbilt Farms Development Agreement is in the best interest of the Town and its citizens and should be approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, approving and authorizing the Mayor to sign the Amended and Restated Vanderbilt Farms Development Agreement in the form provided in the agenda materials associated with this Council agenda item , and authorizing Town staff to carry out its terms. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 49 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 1 - AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT Town of Marana, Arizona THIS AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into by and between the TOWN OF MARANA (the “Town”), an Arizona municipal corporation; FCD MARANA VENTURE I, L.L.C. (“FCD”), an Arizona limited liability company ; and PEI CAPITAL V ENTURE I, L.L.C. (“PEI”), an Arizona limited liability company . FCD and PEI are collectively referred to as the “Owners.” The Town, FCD, and PEI are sometimes collectively referred to as the “Par- ties,” any of which is sometimes individually referred to as a “Party.” RECITALS A. The Vanderbilt Blocks 1 thru 13 Final Block Plat (the “Original Vanderbilt Farms Block Plat”) was recorded in the Pima County Recorder’s office on July 13, 2005, in Book 60 of Maps and Plats, Page 7 (Sequence 20051340763). The 13 blocks depicted on the Original Vanderbilt Farms Block Plat are collectively referred to as the “Subject Property.” The land area covered by the Original Vanderbilt Farms Block Plat is re- ferred to as “Vanderbilt Farms.” B. FCD owns Blocks 1, 11, 12, and 13 as depicted on the Original Vanderbilt Farms Block Plat. C. PEI owns Blocks 2 through 10 as depicted on the Original Vanderb ilt Farms Block Plat. D. Together, FCD and PEI own all of the Subject Property. E. For administrative convenience and to take advantage of cost savings associated with using third party trust forms of subdivision assurances, all or part of the Subject Property may be held in one or more third party trusts in which FCD and/or PEI are the sole beneficiaries. F. The Town and FCD entered into a development agreement for the Subject Proper- ty (the “Original Agreement”), which was approved on June 3, 2003 by Mara na Resolu- tion No. 2003-61 and recorded in the Pima County Recorder’s office on June 13, 2003 at Docket 12071, Page 4475 (Sequence 20031141033). G. In addition to the Subject Property, the Original Agreement purported to cover the land area known as “Farm Fiel d Five,” according to the subdivision plat recorded in the Pima County Recorder’s office on March 17, 2003, in Book 57 of Maps and Plats, Page 2 (Sequence 20030510193), in which PEI is shown as the owner and subdivider. Farm Field Five is now developed wit h homes according to the amended subdivision AMENDED Regular Council Meeting 06/02/2020 Page 50 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 2 - plat recorded in the Pima County Recorder’s office on October 19, 2005, in Book 60 of Maps and Plats, Page 39 (Sequence 20052030156). H. On February 6, 1990, the Town Council created the Rancho Marana Specific Plan by its adoption of Marana Ordinance No. 90.04, which established the zoning regula- tions for an area that includes the Subject Property. I. The Rancho Marana Specific Plan was amended by Marana Ordinance No. 99.13, adopted on May 18, 1999, and recorded in the Pima County Recorder’s office on May 28, 1999 at Docket 11057, Page 1189 (Sequence 19991030368), which placed the Rancho Marana Specific Plan land area located west of Interstate 10 (including the Subject Prop- erty) into the “Rancho Marana West” sub-area of the Rancho Marana Specific Plan. J. The Rancho Marana Specific Plan was further amended by Marana Ordinance No. 2005.05, adopted on February 15, 2005, and recorded in the Pima County Recorder’s office at Docket 12494, Page 1421 (Sequence 20050350342), which substantially rewrote the Rancho Marana Specific Plan for Rancho Marana West, including the Subject Prop- erty. The Rancho Marana Specific Plan as amended by Marana Ordinance No. 2005.05 is referred to in this Agreement as the “Rancho Marana West Specific P lan Amendment.” K. The Rancho Marana Specific Plan was further amended by Marana Ordinance No . 2008.14, but the amendments affected only the portion of Rancho Marana West known as the “Town Center,” locate d north of the Subject Property; consequently, the zoning regulations that pertain to the Subject Property are only those set forth in the Rancho Marana West Specific Plan Amendment. L. At the request of FCD and with the consent of all affected property owners , the Town formed the Vanderbilt Farms Community Faci lities District (the “VFCFD”) on April 19, 2005 by the adoption of Marana Resolution No. 2005 -46, recorded in the Pima County Recorder’s office on June 2, 2005 at Docket 12565, Page 2026 (Sequence 20051060447). M. The VFCFD consists of the entire combined land area of Vanderbilt Farms and Farm Field Five. N. Many changes have occurred since 2003, including without limitation the follow- ing: i. The Owners’ plans for the use and development of the Subject Property . ii. The Town’s plans for construction of the Barnett regional drainageway, located along the north side of the Subject Property . iii. The Town’s roadway plans affecting the Subject Property, including: (a) On May 16, 2007, the Marana Town Council adopted Marana Resolution No. 2007-75, approving a final block plat for Gladden Farms Blocks 26 -43 (the “Gladden Farms II Plat”), located south of the Subject Property, and relocating AMENDED Regular Council Meeting 06/02/2020 Page 51 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 3 - the Moore Road/Clark Farms Boulevard intersection about 900 feet west of where the intersection is shown on the Original Vanderbilt Farms Block Plat. (b) The Moore Road/Clark Farms Boulevard intersection as shown on the Gladden Farms II Plat is shown on the Road Network Map included as Map 6.1.A to the 2010 Marana General Plan adopted by Marana Resolution No. 2010-120 and ratified by the voters at a special election held on May 17, 2011. (c) On September 4, 2018, the Marana Town Council adopted Marana Resolu- tion No. 2018-084, adopting a minor amendment to the transportation element of the 2010 Marana General Plan, revising the Lon Adams Road alignment located north of Clark Farms Road (running through the Subject Property) to align with the existing location of Lon Adams Road on the western boundary of Ora Mae Harn Park. (d) The Marana 2040 General Plan adopted by the Ma rana Town Council on December 10, 2019 by Marana Resolution No. 2019 -120 and set for voter ratifica- tion on August 4, 2020 carries forward the Moore Road/Clark Farms Boulevard intersection as shown on the 2010 Marana General Plan and the realignment of Lon Adams Road adopted by Marana Resolution No. 2018-084, and adopts fu- ture right-of-way widths of 250 feet for Moore Road within and adjacent to the Subject Property (with additional width in the approach to the possible future In- terstate 10 interchange), 150 feet for Clark Farms Boulevard from Lon Adams Road eastward, 90 feet for Clark Farms Boulevard from Lon Adams Road west- ward, and 90 feet for Lon Adams Road and Civic Center Drive through the Sub- ject Property. O. To address these changes, the Owners’ consult ants have prepared and submitted to the Town a proposed “Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A” (the “Vanderbilt Farms Re -Plat”), which (among other things) proposes to rea- lign and re -size major public roadways through the Sub ject Property to conform to the Town’s current and proposed General Plan, and splits former Block 11 into Block 11 and Block 11A to accommodate the realignment of Lon Adams Road. P. Upon approval and recording o f the Vanderbilt Farms Re -Plat: i. All of the Subje ct Property will be included within the Vanderbilt Farms Re -Plat. ii. FCD will own Blocks 1, 11, 11A, 12, and 13 as depicted on the Vanderbilt Farms Re-Plat, and PEI will own Blocks 2 through 10 as depicted on the Vanderbilt Farms Re-Plat. Q. The portion of Postvale Road located between Clark Farms Boulevard and Moore Road was abandoned by the Original Vanderbilt Farms Block Plat, but has been in continuous operation as a public road at all times. R. Upon approval and recording of the Vanderbilt Farms Re -Plat, the portion of Postvale Road located between Barnett Road and Moore Road will be abandoned in AMENDED Regular Council Meeting 06/02/2020 Page 52 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 4 - favor of PEI (the owner of the adjacent blocks), but is expected to continue to operate as a public road (along with the portion of Postvale Road between Clark Fa rms Boulevard and Moore Road, discussed in recital Q above); consequently, the Parties desire to ac- commodate Postvale Road’s operation as a public road by PEI’s is suance to the Town of a license until Postvale Road’s pavement is removed. S. The Marana Development Services Director, acting in his capacity as Marana Planning Director, issued has issued two administrative change s to the Rancho Marana West Specific Plan Amendment and applicable to portions of the Subject Property: i. An April 18, 2019 administrative change , a true and correct copy of which is at- tached as Exhibit A, reducing the street-side setbacks applicable to Commercial I zoned parcels from 20 feet to zero. ii. A March 24, 2020 administrative change , a true and correct copy of which is at- tached as Exhibit B, relocating the “Commercial I” zoning designation on the Subject Property from Original Vanderbilt Farms Block Plat Block 9 to Vanderbilt Farms Re - Plat Block 10, and relocating the “High Density Residential” zoning designation on the Subject Property from Original Vanderbilt Farms Block Plat Block 10 to Vander- bilt Farms Re-Plat Block 9. T. Upon the recording of the Vanderbilt Farms Re -Plat, the zoning designation of each Block of the Vanderbilt Farms Re -Plat, consisting of all of the Subject Property , will be as follows (with “Block” referring to the particular block of the Vanderbilt Farms Re - Plat, “Block Size” being the size (in acres) of the block as shown on the Vanderbilt Farms Re-Plat, “Parcel” referring to the Parcel number of the Rancho Marana West Specific Plan Amendment, “Parcel Size” being the size (in acres) of the parcel as shown in the Rancho Marana West Specific Plan Amendment, and “LU Designation” being the land use designation of the reference d Block and Parcel , with “MDR” being Medium Density Residential, “EC” being Employment Center, “MHDR” being Medium High Density Residential, and “C-I” being Commercial I): Block Block Size Parcel Parcel Size LU Designation 1 62.64 14 74 MDR 2 83.91 23 98 MDR 3 25.52 25 44 EC 4 0.09 28 8 EC 5 21.53 27 18 EC 6 40.15 26 39 EC 7 23.20 24 24 MHDR 8 22.70 22 24 MHDR 9 11.60 13 9 HDR 10 8.18 10 12 C-I 11 11.89 11 18 MHDR 11A 4.43 MHDR AMENDED Regular Council Meeting 06/02/2020 Page 53 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 5 - Block Block Size Parcel Parcel Size LU Designation 12 15.42 10 15 MHDR 13 20.80 8 21 MHDR U. On April 2, 2019, the Marana Town Council adopted Resolution No. 2019 -027, designating as a protected facility the gravity portion of the Tangerine/Downtown Conveyance System (Town of Marana Project No. WR010, referred to in this Agreement as the “T/D Gravity Sewer”) and requiring any land use with a sewer connection served by the T/D Gravity Sewer to pay a protected facility fee of $519.67 per single - family residence (or equivalent). V. Various public water facilities, including non-potable water facilities with capaci- ty to serve the Subject Property (the “Rancho Marana Non-Potable Water Facilities ”) were constructed pursuant to an “Agreement for Construction of Potable and Non - Potable Water Facilities and Provision of Water Utility Service” between Monterey Homes Arizona, Inc. and U S Home Corporation and the Town, recorded in the office of the Pima County Recorder on June 10, 2005 at Docket 12571, Page 2724 , which was amended and extended pursuant to a “First Amendment to Agreement for Construc- tion of Water Facilities and Pro vision of Water Utility Service” between Meritage Homes Arizona, Inc. and the Town, recorded in the office of the Pima County Recorder on May 11, 2020 at Sequence 20201320065. W. On May 5, 2020, the Marana Town Council adopted Resolution No. 2020 -038, designating the Rancho Marana Non-Potable Water Facilities as protected facilities . The total allocable fair-share cost to the Subject Property of the Rancho Marana Non-Potable Water Facilities is $174,247.00. By dividing the 351.97 developable acres of the Subje ct Property (excluding 0.09-acre Block 4), the Town established a Rancho Marana Non - Potable Water Facilities protected facility charge of $495.06 per acre for the Subject Property (excluding Block 4). X. To the extent of the Subject Property, the Parties desi re to completely amend, re- state, and replace the Original Agreement with this Agreement. Y. The development contemplated by this Agreement is in compliance with the Town’s adopted and approved General Plan (as defined in A.R.S. § 9-461). Z. The development contemplated by this Agreement is in compliance with the Ran- cho Marana West Specific Plan Amendment. AA. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agreement with a land owner or other person or entity having an interes t in real proper- ty located within the Town to facilitate development of the property by providing for, among other things, the conditions, terms, restrictions, and requirements for develop- ment and public infrastructure and the financing of public infrastru cture. AMENDED Regular Council Meeting 06/02/2020 Page 54 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 6 - AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which the Parties acknowledge are accurate and which are incorporated into this Agreement as though fully restated here, and the mutual covenants set forth in this Agreement, the Parties hereby agree as follows: 1. Definitions. The following definitions shall apply to this Agreement: a. “A.R.S. §” means Arizona Revised Statutes section. b. The “Development Regulations” is defined in paragraph 20 below. c. “Equivalent Demand Unit” or “EDU” means a unit of development within a particular category of development, defined in terms of a standardized measure of the demand that a unit of development in that category of development generates for necessary public services in relation to the demand generated by a detached sin- gle-family dwelling unit. For all categories of necessary public services, the EDU fac- tor for a detached single -family dwelling unit is one , while the EDU factor for a unit of development within another category of development is represented as a ratio of the demand for each category of ne cessary public services typically generated by that unit as compared to the demand for such services typically generated by a de- tached single -family dwelling unit. An EDU is a “service unit” for purposes of A.R.S. § 9-463.05 (T) (10). d. “Farm Field Five” is defined in recital G above. e. “Marana Development Code” is defined in paragraph 20 below. f. The “Original Agreement” is defined in recital E above. g. The “Original Vanderbilt Farms Block Plat” is defined in recital A above. h. The “Owners” means FCD and PEI, collectively. i. “Parcel Developer” means a person or entity who develops one or more indi- vidual blocks of the Subject Property, and may include FCD and/or PEI, but more likely will be a successor fee title interest holder to FCD or PEI. j. The “Rancho Marana Non-Potable Water Facilities” is defined in recital V above. k. The “Rancho Marana Specific Plan” means the Rancho Marana Specific Plan adopted by Marana Ordinance No. 90.04 as amended by Marana Ordinance Nos. 99.13, 2005.05, and 2008.14, and as further amended and interpreted by administra- tive actions authorized in the Rancho Marana Specific Plan, all only to the extent they affect or involve the Subject Property . l. “Rancho Marana West” is defined in recital I above. m. The “Rancho Marana West Specific Plan Amendment” is the Rancho Marana Specific Plan as amended by Marana Ordinance No. 2005.05 (see recital J above). AMENDED Regular Council Meeting 06/02/2020 Page 55 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 7 - n. The “Subject Property” is defined in recital A above and means those portions of the land areas covered by the Original Agreement that are as of the Effective Date of this Agreement owned by FCD or PEI (the Owners); specifically, the 13 blocks depicted on the Original Vanderbilt Block Plat and included in the Vanderbilt Farms Re-Plat. o. The “T/D Gravity Sewer” is defined in recital U above. p. “Vanderbilt Farms” is the land area covered by the Original Vanderbilt Farms Block Plat (see recital A above). q. The “Vand erbilt Farms Re-Plat” is the Owners’ currently pending re -plat of the Original Vanderbilt Farms Block Plat into a new 14-block subdivision plat con- sisting of Blocks 1 thru 13 and 11A. r. The “VFCFD” is the Vanderbilt Farms Community Facilities District (see r ecit- al L above). 2. Repeal of the Original Agreement. As applied to the Subject Property, the Original Agreement is repealed and replaced in its entirety with this Agreement. 3. Re-plat. The Parties will promptly and diligently complete all submissions and re- views necessary for the processing and approval of the Vanderbilt Farms Re -Plat in accordance with normal Town procedures . Upon the recording of the Vanderbilt Farms Re-Plat, the Assurance Agreement recorded in the Pima County Recorder’s office on July 13, 2005 at Docket 12593, Page 3314 is terminated. 4. Ratification and confirmation of a dministrative changes to specific plan. The Town Council ratifies and confirms the following administrative change s made by the Marana Development Services Director, acting in his capacity as Marana Planning Director, to the Rancho Marana West Specific Plan Amendment a. The April 18, 2019 administrative change , reducing the street-side setbacks ap- plicable to Commercial I zoned parcels from 20 feet to zero. b. The March 24, 2020 administrative change reversing the locations of the Commercial I and High Density Residential land use designations as described in recital S above. 5. Ratification and confirmation of zoning . The Town Council ratifi es and confirms that, upon the recording of the Vanderbilt Farms Re -Plat, the zoning designation of each Block of the Vanderbilt Farms Re -Plat will be as shown in the table set forth in recital T above. 6. Design guidelines. Development of the Subject Property shall be in compliance with Marana Land Development Code Section 08.06 (Residential Design) and 08.07 (Com- mercial Design). Upon the Town’s modification of the Residential Design and/or Commercial Design provisions, the Parcel Developer of each individual block of the AMENDED Regular Council Meeting 06/02/2020 Page 56 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 8 - Vanderbilt Farms Re -Plat shall have the option of following the then-adopted require- ments or the provisions as they existed on the Effective Date of this Agreement. 7. Phasing of development. The individual blo cks that make up the Subject Property may be sold and developed in any order, subject to compliance with the requirements of this Agreement. As each individual block of the Subject Property is sold, the Parcel Developer of that individual block will need to provide the Town with appropriate substitute subdivision assurances for the completion of subdivision infrastructure re- quired to serve that individual block. Upon the posting of appropriate substitute subdi- vision assurances for the individual block, the master subdivision assurances posted for the Vanderbilt Farms Re -Plat shall automatically terminate with respect to particular subdivision infrastructure that serves only that individual block. 8. The VFCFD. The Owners represent that they do not intend to pursue public infra- structure financing through the VFCFD unless the entire Subject Property is sold to a single purchaser, in which case public infrastructure financing through the VFCFD will be pursued, if at all, by the purchaser of the entire Subject Prope rty. In any event, if the Owners or their successors in interest pursue the issuance and sale of general obligation bonds by the VFCFD, the Owners acknowledge their or their successors’ obligations to address to the reasonable satisfaction of the governing board of the VFCFD all of the following: a. Any and all amendments to the District Development, Financing Participation and Intergovernmental Agreement (VFCFD) recorded in the Pima County Record- er’s office on June 2, 2005 at Docket 12565, Page 20 65 (Sequence 20051060449) as may be required or prudent to accomplish the sale of VFCFD general obligation bonds. b. Any and all amendments to the VFCFD General Plan recorded in the Pima County Recorder’s office on June 2, 2005 at Docket 12565, Page 2058 (Sequence 20051060448) as may be required or prudent to accomplish the sale of VFCFD gen- eral obligation bonds. c. Any and all surviving obligations under that certain Agreement Regarding Re- imbursement for Offsite Improvements entered into by and between FCD and U.S. Development Land, LLC recorded in the Pima County Recorder’s office on Decem- ber 30, 2008 at Docket 13464, Page 254 (Sequence 20082520073). d. Any and all obligations under that certain Intergovernmental Agreement en- tered into by and between the VFCFD and the Town rec orded in the Pima County Recorder’s office on August 8, 2018 at Sequence 20182200091. 9. Minimum transportation infrastructure by block. In addition to any subdivision infra- structure required by an individual subdivision assurance agreement pertaining to the resubdivision of a particular block, as provided by the Parcel Developer of the particu- lar block, the following block plat transportation infrastructure shall be substantially completed before lots are sold within the following blocks: AMENDED Regular Council Meeting 06/02/2020 Page 57 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 9 - a. Block 1 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Moore Road to Clark Farms Boulevard . ii. Clark Farms Boulevard from the segment of Lon Adams Road described in subparagraph 9.a.i above to the existing western terminus of Clark Farms Boule- vard (located just west of the Civic Center Drive right -of-way, adjacent to Farm Field Five). b. Block 2 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Moore Road to Clark Farms Boulevard. ii. Clark Farms Boulevard from the then-existing Moore Road to the segment of Lon Adams Road described in subparagraph 9.b.i above . c. Block 3 of the Vanderbilt Farms Re -Plat: Clark Farms Boulevard from the then- existing Moore Road to the western boundary of Block 3. d. Block 4 of the Vanderbilt Farms Re -Plat: None . (Block 4 is 0.09 acres —too small to accommodate development. The Parties anticipate that it will be gift -deeded to the Town.) e. Block 5 of the Vanderbilt Farms Re -Plat: The realigned Moore Road along the northwest boundary of Block 5, tying into then-existing Moore Road on the west and tying into the Interstate 10 Frontage Road on the east. f. Block 6 of the Vanderbilt Farms Re -Plat: i. The realigned Moore Road along the southeast boundary of Block 6, tying into then-existing Moore Road on the west and tying into the Interstate 10 Front- age Road on the east. ii. Clark Farms Boulevard from realigned Moore Road to the western bound- ary of Block 7 (the Postvale Road licensed area of paragraph 17 below). g. Block 7 of the Vanderbilt Farms Re -Plat: Clark Farms Boulevard from the then - existing Moore Road to the western boundary of Block 7 (the Postvale Road licensed area of paragraph 17 below). h. Block 8 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Moore Road to Clark Farms Boulevard. ii. Clark Farms Boulevard from the segment of Lon Adams Road described in subparagraph 9.h.i above to the eastern boundary of Block 8 (the Postvale Road licensed area of paragraph 17 below). i. Block 9 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Moore Road to Clark Farms Boulevard. ii. Clark Farms Boulevard from the segment of Lon Adams Road described in subparagraph 9.i.i above to the existing western terminus of Clark Farms Boule- AMENDED Regular Council Meeting 06/02/2020 Page 58 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 10 - vard (located just west of the Civic Center Drive right -of-way, adjacent to Farm Field Five). j. Block 10 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Clark Farms Boulevard to Barnett Road (including the culvert over the Barnett Channel). ii. Clark Farms Boulevard from the east boundary of Block 10 to the existing western terminus of Clark Farms Boulevard (located just west of the Civic Center Drive right-of-way, adjacent to Farm Field Five). k. Block 11A of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Clark Farms Boulevard to Barnett Road (including the culvert over the Barnett Channel). ii. Clark Farms Bou levard from the segment of Lon Adams Road described in subparagraph 9.k.i above to the existing western terminus of Clark Farms Boule- vard (located just west of the Civic Center Drive right-of-way, adjacent to Farm Field Five). l. Block 11 of the Vanderbilt Farms Re -Plat: i. Lon Adams Road from Clark Farms Boulevard to Barnett Road (including the culvert over the Barnett Channel). ii. Clark Farms Boulevard from the segment of Lon Adams Road described in subparagraph 9.l.i above to the existing western terminus of Clark Farms Boule- vard (located just west of the Civic Center Drive right -of-way, adjacent to Farm Field Five). m. Block 12 of the Vanderbilt Farms Re -Plat: i. Civic Center Drive from Clark Farms Boulevard to Barnett Road (including the culvert over the Barnett Channel). ii. Clark Farms Boulevard from the east boundary of Block 12 to the existing western terminus of Clark Farms Boulevard (located just west of the Civic Center Drive right-of-way, adjacent to Farm Field Five). n. Block 13 of the Vanderbilt Farms Re -Plat: i. Civic Center Drive from Clark Farms Boulevard to Barnett Road (includi ng the culvert over the Barnett Channel). ii. Existing western terminus of Clark Farms Boulevard tie -in to the Civic Center Drive intersection. Nothing contained in this paragraph 9 will be deemed to prevent the Owners and/or the respective Parcel Developers from entering into one or more recorded cost alloca- tion and reimbursement agreements with respect to the infrastructure obligations out- AMENDED Regular Council Meeting 06/02/2020 Page 59 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 11 - lined above; however, these cost allocation and reimbursement agreements shall not alter the infrastructure obligation requirements of the Town as outlined above. 10. Drainage infrastructure. The drainageway land dedicated by and located along the north boundary of the Original Vanderbilt Farms Block Plat, known as the Barnett Channel, does not yet tie in to the Santa Cruz River and is not yet a drainage channel. In lieu of on-site detention and retention requirements, individual b locks of the Vanderbilt Farms Re -Plat shall be permitted to drain into the Barnett Channel area, and to use the Barnett Channel area for retention/detention, subject to engineering and hydrology approval. Upon completion of the Town’s Barnett Channel proje ct, any on-site retention and detention requirements will be satisfied by draining the site into the Barnett Chan- nel. 11. Barnett Channel dirt. Parcel Developers of individual blocks of the Vanderbilt Farms Re -Plat may at their own cost and using their own contractor excavate dirt from the Barnett Channel for use in connection with the development of the block, provided that the excavation is consistent with the ultimate design of the Barnett Channel and has not previously been excavated. The Parcel Developer shall demonstrate to the satisfac- tion of the Town Engineer that the resulting pit will drain within 36 hours. Nothing in this paragraph or in this Agreement shall be interpreted to require the Owners (includ- ing Parcel Developers of individual blocks of the Vanderbilt Farms Re -Plat) to construct drainage improvements in Barnett Channel. 12. Sewers. a. Offsite sewer. Each connection to the T/D Gravity Sewer shall be responsible for payment of the protected facility charge of $519.67 per EDU for its fair-share por- tion of the Town’s cost to construct the T/D Gravity Sewer, payable upon applica- tion for a building permit for construction to be connected to the T/D Gravity Sew- er. b. Offsite conveyance capacity. As of the date of this Agreement, the offsite sewer conveyance system serving the Subject Property has line capacity limitations that are discussed in the 2017 Sewer Impact Fee Infrastructure Improvement Plan adopted by Marana Resolution No. 2017-090 dated September 19, 2017. These conveyance capacity limitations are currently scheduled to be remedied by a development im- pact fee-funded Town construction project in the year 2021. When the Town deter- mines that the sewer conveyance system has reached its capacity, no further sewer connections will be permitted unless and u ntil the line capacity limitations have been remedied. The Town will notify the Owners and each applicable owner of a block within the Subject Property if and when the rate of development upstream of the line capacity limitations causes the Town to believe that the conveyance system may reach its capacity before the development impact fee -funded Town construc- tion project is expected to be completed. The Town will make every reasonable effort to provide the notification early enough to allow the Owners, Parcel Developers, AMENDED Regular Council Meeting 06/02/2020 Page 60 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 12 - and other members of the development community to avoid a temporary interrup- tion of sewer connections by advancing the construction at their own cost. c. Onsite sewers. Each respective Parcel Developer shall construct onsite sewers associated with the development of its individual block or blocks of the Vanderbilt Farms Re -Plat pursuant to standard Town agreements to construct new facilities and standard Town subdivision infrastructure assurance agreements, with any amend- ments mutually agreed upon between the Town and the Parcel Developer of the in- dividual block. 13. Water infrastructure. a. Onsite potable water distribution system. The Parcel Developer of each individual block of the Vanderbilt Farms Re -Plat shall construct onsite potable water distribu- tion infrastructure associated with the development of its individual block of Van- derbilt Farms pursuant to standard Town agreements to construct new facilities and standard Town subdivision infrastructure assurance agreements, with any amend- ments mutually agreed upon between the Town and the Parcel Developer of the in- dividual block. b. Transfer of grandfathered water rights. After the termination of farming activities and before development of one or more individual blocks of the Subject Property, the Owners and/or the Parcel Developer shall assign to the Town every portion of its Irrigation or Type 1 Non-irrigation Grandfathered Groundwater Rights or Type II Non-irrigation Groundwater Rights as those are defined by law as may be appurte- nant to the property, and to execute and deliver all forms necessary to effect the transfer of these water rights to the Town concurrently with the assignment. c. Non-potable system. The Parcel Developer of each individual block of the Van- derbilt Farms Re -Plat (except 0.09-acre Block 4) shall develop and construct a sec- ondary non-potable irrigation system, dedicated to the Cortaro -Marana Irrigation District in accordance with its requirements, to distribute non -potable water to common areas and other landscaped areas owned o r to be owned by the homeown- ers’ association serving the individual block of the Vanderbilt Farms Re -Plat. d. Rancho Marana Non-Potable Water Facilities protected facility charge. The $174,247.00 fair-share contribution toward the Rancho Marana Non-Potable Water Facilities is divided among developable blocks of the Subject Property in proportion to each block’s size, as follows (with the “NP Contribution” column signifying how much is owed for that individual block of the Vanderbilt Farms Re -Plat): Description Size (acres) NP Contribution Block 1 62.64 $31,010.69 Block 2 83.91 $41,540.66 Block 3 25.52 $12,633.98 Block 5 21.53 $10,658.69 Block 6 40.15 $19,876.74 AMENDED Regular Council Meeting 06/02/2020 Page 61 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 13 - Description Size (acres) NP Contribution Block 7 23.20 $11,485.44 Block 8 22.70 $11,237.91 Block 9 11.60 $5,742.72 Block 10 8.18 $4,049.61 Block 11 11.89 $5,886.29 Block 11A 4.43 $2,193.13 Block 12 15.42 $7,633.86 Block 13 20.80 $10,297.29 Total 351.97 $174,247.01 For residential projects, the total Rancho Marana Non-Potable Water Facilities protected facility charge for a particular block of the Vanderbilt Farms Re -Plat will be divided by the number of subdivision lots in the block, and the resulting protected facility charge per lot will be payable when the building permit is issued for the home on the lot. For non-residential or multi -family projects, the $495.06 per acre protected facility charge will be payable when the building permit for the non -residential building is issued. 14. Development impact fees. No thing in this Agreement shall be construed as a waiver or reduction of development impact fees properly adopted by the Town pursuant to A.R.S. § 9-463.05 and applicable to the Subject Property . All development within the Subject Property shall be responsible to pay all applicable development impact fees existing as of the time of building permit application. As of the date of this Agreement (and subject to amendment by the Marana Town Council), the following development impact fees apply to development within the Subject Property: a. Northwest Street Facilities Development Impact Fee . The Town’s current North- west Street Facilities Development Impact Fee is $3,719 per equivalent demand unit (EDU), per Marana Ordinance No. 2017.029. b. Parks and Recreation Facilities Development Impact Fee. The Town’s current Parks and Recreation Facilities Development Impact Fee is $2,461 per equivalent demand unit (EDU) per Marana Ordinance Nos. 2014.012 and 2017.029. c. Lower Santa Cruz River Levee Fee. The Town’s current Lower Santa Cruz River Levee Fee is $500 per acre, as originally adopted by Marana Ordinance No. 99.02, and as described in Section 4 of Marana Ordinance no. 2014.012 and in Section 6 of Marana Ordinance no. 2017.029. d. Water Infrastructure Development Impact Fee. The Town’s current Water Infra- structure Development Impact Fee is $2,331 per equivalent demand unit (EDU) for a 5/8” water meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana Ordinance No. 2017.029. e. Water Resources Development Impact Fee. The Town’s current Water Resources Development Impact Fee is $3,050 per equivalent demand unit (EDU) for a 5/8” wa- AMENDED Regular Council Meeting 06/02/2020 Page 62 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 14 - ter meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana Ordinance No. 2017.029. f. Wastewater Facilities Development Impact Fee. The Town’s current Wastewater Facilities Development Impact Fee is $3,930 per equivalent demand unit (EDU) for a 5/8” water meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana Ordinance No. 2017.029. 15. Onsite private recreational facilities. Within each platted individual block of Van- derbilt Farms, private recreational facilities shall be constructed on a site of not less than 185 square feet per residential unit. Site and facility design shall be approved by the Marana Parks and Recreation Director and the Marana Planning Director. 16. School improvement contribution . A $1,200 per subdivided residential lot contribu- tion (the “School Improvement Contribution”) shall be due and payable at the time building permits are issued for each residential lot within the Subject Property . The Town shall grant to a Parcel Developer credit against the School Improvement Contri- bution for (i) Town approved educated -related equipment donated by the Parcel De- veloper and for (ii) Town approved real property donated by the Parcel Developer (to be valued at $25,000.00 per acre). Eligibility of improvements to receive credit shall be determined by the Town Manager. 17. Postvale Road license. PEI hereby grants the Town a license to use as a public road the 60 foot right of way of Postvale Road abandoned by the Vanderbilt Farms Re -Plat along the east boundary of Block 8 and the west boundary of Bl ock 7 and the 60-foot former right-of-way of Postvale Road abandoned by the Original Vanderbilt Farms Block Plat through the middle of Block 2. PEI confirms that the Town has used the 60 - foot former right-of-way of Postvale Road abandoned by the Original V anderbilt Farms Block Plat through the middle of Block 2 as a public roadway since the recording of the Original Vanderbilt Block Plat with the permission of PEI and its predecessor in inter- est. The Town’s license automatically terminates as to each licens ed portion of Postvale Road when its pavement is removed. PEI shall remove the pavement of licensed Post- vale Road no later than upon written direction by the Marana Town Engineer and no earlier than upon completion and opening to the public of one of the f ollowing: (i) Clark Farms Road from Moore Road to a completed Lon Adams Road south to Moore Road, (ii) Clark Farms Road from Moore Road to a completed Lon Adams Road north to Bar- nett Road, or (iii) Clark Farms Road from Moore Road to the existing western t erminus of Clark Farms Boulevard (located just west of the Civic Center Drive right -of-way, adjacent to Farm Field Five). 18. Prop 207 Waivers. By signing this Agreement, FCD and PEI waive any and all rights to make a claim for diminution in value under the P rivate Property Rights Protec- tion Act, A.R.S. § 12-1131 et seq., resulting from this Agreement, or resulting from reme- dies resulting from enforcing the terms of this Agreement. AMENDED Regular Council Meeting 06/02/2020 Page 63 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 15 - 19. Term. This Agreement shall become effective (the “Effective Date”) upon the later of (i) its date of recording pursuant to paragraph 27 below and (ii) the effective date of the resolution approving and authorizing the Mayor to sign this Agreement . The term of this Agreement shall begin on the Effective Date and, unless sooner te rminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on the 20th anniversary of the Effective Date. 20. Development regulations. The Subject Property shall be governed by the Rancho Marana West Specific Plan Amendment and this Agreement. The Marana Land Devel- opment Code, including the written rules, regulations, substantive procedures, and policies relating to development of land, adopted or approved by the Mayor and Coun- cil (collectively the “Marana Development Code”) in effect on the Effective Date shall apply to the extent not covered by Rancho Marana West Specific Plan Amendment or this Agreement. The requirements of this paragraph are collectively referred to as the “Development Regulati ons.” In the event of any express conflict, the following rules shall apply: a. The Rancho Marana West Specific Plan Amendment shall control over the terms of the Marana Development Code on all matters. b. The Rancho Marana West Specific Plan Amendment as amende d by the Mara- na Development Code shall control over the terms of this Agreement as to any zon- ing or other legislative matter. c. This Agreement shall control over the terms of Rancho Marana West Specific Plan Amendment and the Marana Development Code as to any administrative or procedural matter. 21. Development review . The Subject Property shall be developed in a manner con- sistent with the Development Regulations and this Agreement, which together establish the basic land uses, and the densities, intensities and development regulations that apply to the land uses authorized for the Subject Property. Upon the Parcel Developer’s compliance with the applicable develop ment review and approval procedures and substantive requirements of the Development Regulations , the Town agrees to issue such permits or approvals for the Subject Property as may be requested by the Parcel Developer. 22. Town review and approval of plans. The development and construction of the Sub- ject Property and all public and private infrastructure related to it are subject to the Town’s normal plan submittal, review and approval procedures and construction in- spection requirements. 23. No partnership or joint venture. Nothing in this Agreement shall be understood or construed to create or imply a partnership or joint venture between or among the Own- ers and the Town. 24. Other development agreements. Nothing in this Agreement shall preclude FCD or PEI or their succe ssors in interest from individually entering into one or more addition- AMENDED Regular Council Meeting 06/02/2020 Page 64 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 16 - al development agreements with the Town to facilitate development on the real proper- ty owned by FCD or PEI. 25. Cooperation and alternative dispute resolution . a. Appointment of representatives. To further the commitment of the Parties to co- operate in the development of the Subject Property and the construction of the pub- lic improvements discussed in this Agreement , the Town, the Owners, and each Par- cel Developer shall designate and appoint a representative to act as a liaison be- tween the Town and its various departments and the Owners. The initial representa- tive for the Town (the “Town Representative”) shall be the Town Manager, and the initial representative for the Owners shall be Donald M. Edwards or a replacement to be selected by the Owners. The representatives shall be available at all reasonable times to discuss and review the performance of the Parties in the development of the Subject Property and the construction of publi c improvements needed to serve the Subject Property. b. Non-performance; remedies. If any Party does not perform under this Agreement (the “Non-Performing Party”) with respect to any of that Party’s obligations under this Agreement, any other Party (the “Dema nding Party”) shall be entitled to give written notice in the manner prescribed in paragraph 26 below to the Non- Performing Party, which notice shall state the nature of th e non-performance claimed and make demand that such non-performance be corrected. The Non- Performing Party shall then have (i) 15 days from the date of the notice within which to correct the non-performance if it can reasonably be corrected by the payment of money, or (ii) 30 days from the date of the notice to cure the non -performance if ac- tion other than the payment of money is reasonably required, or if the non -monetary non-performance cannot reasonably be cured within 30 days, then such longer peri- od as may be reasonably required, provided and so long as the cure is promptly commenced within 30 days and thereafter diligently prosecuted to completion. If any non-performance is not cure d within the applicable time period set forth in this paragraph, then the Demanding Party shall be entitled to begin the mediation and arbitration proceedings set forth in this paragraph. The Parties agree that due to the size, nature and scope of the Subject Property, and due to the fact that it may not be practical or possible to restore the property to its condition prior to development, once implementation of this Agreement has begun, money damages and remedies at law will likely be inadequate and that specific performance will likely be appropri- ate for the non-performance of a covenant contained in this Agreement. This para- graph shall not limit any contract or other rights, remedies, or causes of action that any Party may have at law or in equity. c. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve between themselves, the Parties agree that there shall be a 45-day moratori- um on arbitration during which time the Parties agree to attempt to settle the dis- pute by nonbinding mediation before commencement of arbitration. The mediation AMENDED Regular Council Meeting 06/02/2020 Page 65 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 17 - shall be held under the commercial mediation rules of the American Arbitration As- sociation. The matter in dispute shall be submitted to a mediator mutually selected by the Owners (collectively) and/or the applicable Parcel Developer and the Town. If the Parties cannot agree upon the selection of a mediator within seven days, then within three days thereafte r the Town and the Owners and/or the applicable Parcel Developer shall request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The media- tor selected shall have at least five years’ experience in mediating or arbitrating dis- putes relating to real estate development. Th e cost of any such mediation shall be divided equally (half and half) between the Town and the Owners and/or the appli- cable Parcel Developer. The results of the mediation shall be nonbinding on the Par- ties, and any Party shall be free to initiate arbitrati on after the moratorium. d. Arbitration. After mediation, as provided for in subparagraph 25.c above , any dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by the Town and the Owners and/or the applicable Parcel Developer to binding arbi tration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitra- tion Act, A.R.S. § 12-501 et seq., and judgment upon the award rendered by the arbi- trator(s) may be entered in a co urt having jurisdiction. e. Disputes regarding individual blocks. Disputes related to the development of a particular block of the Subject Property need only include the applicable Parcel De- veloper and the Town, but the Owners and the Parcel Developers of oth er blocks may participate in the dispute if they can show that their interests will be affected by the dispute or its outcome. 26. Notices. All notices, requests and other communications under this Agreement shall be given in writing and either (i) personally served on the party to whom it is given, or (ii) mailed by registered or certified mail, postage prepaid, ret urn receipt re- quested, or (iii) sent by private overnight courier such as Federal Express or Air borne, addressed as follows: If to the Town: TOWN OF MARANA 11555 W. Civic Center Drive, Bldg. A3 Marana, Arizona 85653-7006 Telephone: (520) 382-1900 If to FCD or PEI: Richard L. Anderson, Manager FCD MARANA VENTURE I, L.L.C. PEI CAPITAL V ENTURE I, L.L.C. 2002 East Ranch Road Tempe , AZ 85284 AMENDED Regular Council Meeting 06/02/2020 Page 66 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 18 - With copies to: Donald M. Edwards , Manager FCD MARANA VENTURE I, L.L.C. PEI CAPITAL V ENTURE I, L.L.C. 333 East Osborn Road Suite 260 Phoenix, AZ 85012 and Lynn T. Ziolko, Esq. KUTAK ROCK LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253 Telephone: (480) 429-5000 All notices shall be deemed given when delivered or, if mailed as provided above, on the second day after the day of mailing, and if sent by overnight courier, on the next day after the date of deposit with the courier . Any party may change its address for the receipt of notices at any time by giving written notice thereof to the other parties in accordance with the terms of this paragraph. The inability to deliver notice because of a changed address of which no notice was given, o r rejection or other refusal to accept any notice, shall be deemed to be the effective receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. 27. Recordation. After this Agreement has been executed by the Parties , the Town shall, as concurrently as reasonably possible, record this Agreement in the office of the Pima County Recorder. 28. Miscellaneous. a. This Agreement may not be modified except in a writing signed by the Parties. b. Time is of the essence of this Agreement. c. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona, and any lawsuit to enforce any provision of this Agreement or to obtain any remedy with respect to this Agreement shall be brought in the Pima County Superior Court, and for this purpose the Parties expressly and irrevocably consent to the jurisdiction of the Pima County Superior Court. d. If any Party fails to perform any of its obligations under this Agreement or if a dispute arises concerning the meaning or interpretation of any provision of this Agreement, the prevailing Party shall be entitled to its reasonable attorneys’ fees and costs consistent with A.R.S. § 12-341.01. e. This Agreement may be executed in identical counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same in- strument. In addition, this Agreement may contain more than one counterpart of the AMENDED Regular Council Meeting 06/02/2020 Page 67 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 19 - signature pages and this Agreement may be executed by the affixing of the signature pages, and all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all the signers had signed a sin- gle signature page . f. Exhibits referred to in and attached to this Agreement are incorporated by ref- erence as if set forth in full in the text of this Agreement. g. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors in interest and assigns; provided, however, that (i) upon the conveyance of all of the Owners’ holdings in the Subject Property to a single grantee , the Owners shall automatically be released from any further obliga- tion or liability under this Agreement and this Agreement shall thereafter bind the grantee; and (ii) in no event shall this Agreement be binding on or burden the prop- erty of a purchaser of a home on the Subject Property. h. The Town and the Owners agree to reasonably cooperate to terminate or mod- ify, as applicable, any recorded documents affected by the terms and conditions of this Agreement. i. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW ON THE NEXT PAGE.] AMENDED Regular Council Meeting 06/02/2020 Page 68 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 20 - IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures , with an Effective Date determined as set forth in paragraph 19 above. THE “TOWN”: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Cherry Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney THE “OWNERS”: FCD MARANA VENTURE I, L.L.C. (“FCD”), an Arizona limited liability company By: Richard L. Anderson, Manager Date: By: Donald M. Edwards , Manager Date: PEI CAPITAL V ENTURE I, L.L.C. (“PEI”), an Arizona limited liability company By: Richard L. Anderson, Manager Date: By: Donald M. Edwards , Manager Date: STATE OF ARIZONA ) ss County of Maricopa ) The foregoing instrument was acknowledged before me on , 2020, by Richard L. Anderson, Manager of FCD MARANA V ENTURE I, L.L.C., an Arizona limited liability company , on its behalf. (Seal) Notary Public AMENDED Regular Council Meeting 06/02/2020 Page 69 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 21 - STATE OF ARIZONA ) ss County of Maricopa ) The foregoing instrument was acknowledged before me on , 2020, by Donald M. Edwards , Manager of FCD MARANA VENTURE I, L.L.C., an Arizona limited liability company, on its behalf. (Seal) Notary Public STATE OF ARIZONA ) ss County of Maricopa ) The foregoing instrument was acknowledged before me on , 2020, by Richard L. Anderson, Manager of PEI CAPITAL VENTURE I, L.L.C., an Arizona limited liability company, on its behalf. (Seal) Notary Public STATE OF ARIZONA ) ss County of Maricopa ) The foregoing instrument was acknowledged before me on , 2020, by Donald M. Edwards, Manager of PEI CAPITAL V ENTURE I, L.L.C., an Arizona limited liability company, on its behalf. (Seal) Notary Public AMENDED Regular Council Meeting 06/02/2020 Page 70 of 153 00067496.DOCX /8 5/19/2020 5:37 PM AMENDED AND RESTATED VANDERBILT FARMS DEVELOPMENT AGREEMENT - 22 - LIST OF EXHIBITS Exhibit A April 18, 2019 administrative change , reducing the street-side setbacks applicable to Commercial I zoned parcels from 20 feet to zero Exhibit B March 24, 2020 administrative change , relocating the “Commercial I” zoning designation on the Subject Property from Original Vanderbilt Farms Block Plat Block 9 to Vanderbilt Farms Re -Plat Block 10, and relocating the “High Density Residential” zoning designation on the Subject Property from Original Vanderbilt Farms Block Plat Block 10 to Vanderbilt Farms Re -Plat Block 9 AMENDED Regular Council Meeting 06/02/2020 Page 71 of 153 MARANA AZ PLANNING 18 April 2O19 Ms. Theresa Hadley Project Coordinator Cypress Civil Development 2030 E. Broadway Blvd., Ste. #110 Tucson, AZ 85719 Re: PCZ19O3-001 Administrative Change to Rancho Marana Specific Plan Dear Ms. Hadley, In response to your letter dated March 5, 2019,1 have reviewed your request to reduce the minimum required street setback for the "C-1 Commercial I (Neighborhood)" land use designation of the Rancho Marana Specific Plan (Specific Plan) from 20 feet (Section V.F.5.i.1) to zero. Per Section VIII.G.2.d of the Specific Plan, the Development Services Administrator can administratively make changes to development standards that are in the interest of the community and do not affect health or safety issues. I have determined your request meets this standard and approve the request. Please contact me at (520)382-2647 or Steven Vasquez at (520) 382-2623 should you have any questions. Sincerely, U Jason A gelI Development Services Director jangell@maranaaz.gov 11555 WEST CIVIC CENTER DRIVE M MARANA, ARIZONA 85653 M (520) 382-2600 M FAX: (520) 382-2639 TTY: (520) 382-3499 AMENDED Regular Council Meeting 06/02/2020 Page 72 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 73 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 74 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 75 of 153      Council-Regular Meeting   A2        Meeting Date:06/02/2020   To:Mayor and Council From:Brian Varney, Senior Planner Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-059: Relating to Development; approving the Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A located south of Barnett Road, north of Moore Road and east of Sandario Road (Brian D. Varney) Discussion: Request The WLB Group, Inc., representing FCD Marana Venture I, LLC, and PEI Capital Venture I, LLC, is requesting approval of the Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A. The 425.54 acre subdivision consists of 14 blocks, and proposes to re-plat the Vanderbilt Blocks 1 thru 13 Final Block Plat approved by the Marana Town Council on February 15, 2005 by the adoption of Resolution No. 2005-20, and recorded in the office of the Pima County Recorder on July 13, 2005.     The proposed re-plat reflects changes to the original development agreement for Vanderbilt Farms that have been incorporated into the proposed Amended and Restated Vanderbilt Farms Development Agreement, also on June 2, 2020 Town Council meeting agenda.     Summary of Changes The re-plat proposes a number of changes to the existing final block plat approved by the Town Council on February 15, 2005, including: The number of blocks has been increased from 13 to 14.1. The re-plat proposes to realign and resize major public roadways through the property, conforming to the Town's current and proposed 2040 General Plan. 2. The re-plat proposes to split the existing Block 11 into Block 11 and 11A to accommodate the realignment of Lon Adams Road.   3. AMENDED Regular Council Meeting 06/02/2020 Page 76 of 153 The acreage of the land use designations has been adjusted slightly in accordance with the Amended and Restated Vanderbilt Farms Development Agreement to better configure with the adjusted roadways and rights-of-way.  4. The Barnett Channel Public Drainageway has been reconfigured to accommodate the reconfiguration of Lon Adams Road and Civic Center Drive.      5. The re-plat reflects two administrative changes approved by the Marana Development Services Director as follows: 6. April 18, 2019: Reduction of street-side setback applicable to the C-I (Commercial) designated parcels from 20 feet to zero. March 24, 2020: Relocating the C-I (Commercial) designated parcels from the existing Block 9 to the proposed Block 10, and relocating the HDR (High-Density Residential) designation from the existing Block 10 to the proposed Block 9.   Zoning and Land Use The zoning of the subdivision is F - Rancho Marana West Specific Plan Amendment approved by the adoption of Marana Ordinance No. 2005.05 by the Town Council on February 15, 2005. The land use designations within the Specific Plan zoning include: Medium Density Residential (MDR); Medium-High Density Residential (MHDR); High Density Residential (HDR); Employment Center (EC); and, Commercial I (C-I). The proposed re-plat reflects these land use designations in accordance with the Amended and Restated Vanderbilt Farms Development Agreement. All development within the re-plat will be regulated by the Rancho Marana West Specific Plan Amendment as well as the Amended and Restated Vanderbilt Farms Development Agreement.     Access and Traffic Circulation Ingress and egress for the subdivision will remain at points along Barnett Road, Sandario Road, Clark Farms Boulevard, and Moore Road.  All streets within the proposed re-plat shall be public and will total approximately 3.76 miles. The alignment of Clark Farms Boulevard has been slightly adjusted, particularly at the south-east end, in order to match the current road alignment in Gladden Farms Blocks 26-43. The right-of-way width has also been adjusted in certain locations to meet current Town Standards. The alignment of Lon Adams Road between Barnett Road and Clark Farms Boulevard has been shifted to the west to align with the segment of Lon Adams Road, north of Barnett Road. The alignment of Civic Center Drive has remained the same; however, the right-of-way has been narrowed to meet current standards and match the width north of Barnett Road. Upon the recording of the re-plat, the segment of Postvale Road between Barnett Road and Moore Road will be abandoned in favor of the owner of the adjacent blocks. Postvale Road will operate as a public road under the issuance of a license to the Town by the property owner until the pavement is removed during the development process. Staff Recommendation: Staff has reviewed the proposed re-plat against the requirements of the Rancho Marana AMENDED Regular Council Meeting 06/02/2020 Page 77 of 153 Staff has reviewed the proposed re-plat against the requirements of the Rancho Marana West Specific Plan Amendment (Marana Ordinance No. 2005.05), the Marana Land Development Code, Town Code, Marana General Plan, and the draft Amended and Restated Vanderbilt Farms Development Agreement. The proposed re-plat is in substantial conformance with all required development regulations, and staff recommends approval. Suggested Motion: I move to adopt Resolution No. 2020-059, approving the Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A. Attachments Resolution No. 2020-059 PRV1909-002 VF RePlat PRV1909-002 VF RPFBP Map PRV1909-002 VF RPFBP App AMENDED Regular Council Meeting 06/02/2020 Page 78 of 153 00070051.DOCX /1 Marana Resolution No. 2020 -059 - 1 - 5/18/2020 3:04 PM MARANA RESOLUTION NO. 2020-059 RELATING TO DEVELOPMENT ; APPROVING THE RE-PLAT OF FINAL BLOCK PLAT VANDERBILT FARMS BLOCKS 1 THRU 13 & 11A LOCATED SOUTH OF BARNETT ROAD, NORTH OF MOORE ROAD AND EAST OF SANDARIO ROAD WHEREAS the Rancho Marana West Specific Plan Amendment was approved by the Town Council on February 15, 2005 by the adoption of Marana Ordinance No. 2005.05; WHEREAS the Vanderbilt Blocks 1 thru 13 Fi nal Block Plat (the “Original Vanderbilt Block Plat”) was approved by the Town Council on February 15, 2005 by the adoption of Resolution No. 20 05-20; and WHEREAS The WLB Group, Inc., representing FCD Marana Venture I, L.L.C. and PEI Capital Venture I, L.L.C., the property owners, has applied for approval of the Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 and 11A (the “Vanderbilt Re-Plat”) within Section 26 and Section 27, Township 11 South, Range 11 East; and WHEREAS, to accommodate reconfiguration and realignment of various roadways and the Barnett Channel drainageway to conform to the Town’s General Plan, the public rights -of-way (roadways and drainageway) as shown on the Origin al Vanderbilt Block Plat are proposed to be abandoned pursuant to A.R.S. 28 -7203 in exchange for the public rights -of-way (roadways and drainageway) as shown on the Vanderbilt Re -Plat; and WHEREAS the portion of Postvale Road between Moore Road and Clark Farms Boulevard was abandoned by the Original Vanderbilt Block Plat, but has remained in continuous operation as a public road ; and the portion of Postvale Road between Clark Farms Boulevard and Barnett Road is proposed to be abandoned by the Vanderbilt Re - Plat but remain in operation as a public road; and the underlying property owner proposes to grant to the Town of Marana a license to use Postvale Road as a public road until portions of Lon Adams Road and Clark Farms Boulevard are constructed and open to the public between Moore Road and Barnett Road, as more specifically described and set forth in the Amended and Restated Vanderbilt Farms Development Agreement approved by separate resolution on tonight’s Town Council agenda ; and WHEREAS the Mayor and Town Council , at its June 2, 2020 meeting, determined that the Vanderbilt Re-Plat and the proposed public right -of-way (roadways and drainageway) exchange and Postvale Road license reflected in it should be approved . AMENDED Regular Council Meeting 06/02/2020 Page 79 of 153 00070051.DOCX /1 Marana Resolution No. 2020 -059 - 2 - 5/18/2020 3:04 PM NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA as follows: SECTION 1. The Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 and 11A (the “Vanderbilt Re -Plat”) is hereby approved. SECTION 2. The public rights -of-way (roadways and drainageway) as shown on the Original Vanderbilt Block Plat are hereby abandoned pursuant to A.R.S. 28-7203 in exchange for the public rights -of-way (roadways and drainageway) as shown on the Vanderbilt Re -Plat. SECTION 3. The Town of Marana accepts a license from the underlying property owner to use and operate Postvale Road as a public road until portions of Lon Adams Road and Clark Farms Boulevard are constructed and open to the public between Moore Road and Barnett Road, as more specifically described and set forth in the Amended and Restated Vanderbilt Farms Development Agreement approved by separate resolution on tonight’s Town Council agenda. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 80 of 153 WLB The Group INC. “” “” “” AMENDED Regular Council Meeting 06/02/2020 Page 81 of 153 PARCEL AREA TABLE PARCEL NAME BARNETT CHANNEL 1 BARNETT CHANNEL 2 BARNETT CHANNEL 3 BARNETT CHANNEL 4 ACRES 3.85 4.33 8.66 5.60 PERIMETER 2602.16 2893.37 5491.54 3732.73 PARCEL AREA TABLE PARCEL NAME BLOCK 1 BLOCK 2 BLOCK 3 BLOCK 4 ACRES 62.64 83.91 25.52 0.09 PERIMETER 6777.86 7838.61 4405.71 330.40 PARCEL AREA TABLE PARCEL NAME BLOCK 5 BLOCK 6 BLOCK 7 BLOCK 8 ACRES 21.53 40.15 23.20 22.70 PERIMETER 4576.38 5974.70 4349.21 4230.65 PARCEL AREA TABLE PARCEL NAME BLOCK 9 BLOCK 10 BLOCK 11 BLOCK 11A ACRES 11.60 8.18 11.89 4.43 PERIMETER 3163.06 2388.92 2935.57 1868.62 PARCEL AREA TABLE PARCEL NAME BLOCK 12 BLOCK 13 FARM FIELD 5 / AMENDED ACRES 15.42 20.80 60.51 PERIMETER 3266.10 3888.47 6526.20 25'25' 60' N89°23'31"E 1597.89' N89°18'56"E 2592.89'N89°18'47"E 2645.89' S 4 9 ° 5 8 ' 1 9 " E 3 9 6 7 . 9 2 ' N89°26'08"E 1976.44'N89°28'13"E 2638.53'N89°25'03"E 2640.37'N89°25'06"E 720.01'N0°35'28"W 1510.37'S0°39'34"E 889.90'L=670.39' R=3075.00' D=12°29'28" L=480.09' R=2925.00' D=9°24'15" L=39.28' R=25.00' D=90°01'10" N89°19'13"E 395.18' N89°27'05"E 137.71' N89°25'03"E 2640.31'S89°28'13"W 2638.61' N89°18'56"E 2637.87'N89°18'47"E 2645.98'N89°23'31"E 2636.97' N89°25'04"E 2635.04'S00°35'52"E2629.19'N00°30'37"W2637.69'45' WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 82 of 153 136 143 144 142 113 114 115 137138139 140 141 65 90 128131129130 118 119 120 121 122 123 132133 116 117 135 134 63 61 62 64 91929394 126 125124 127 82 68 69 70 71 72 838485868788 66 89 67 78 79 73 81 80 132 133 134 135 136 37 23 24 39 38 37 36 35 34 33 32 31 30 29 28 27 26 25 CIVIC CENTER DRIVELON ADAMS ROAD(BK.14, PG.19)BARNETT CHANNEL PUBLIC DRAINAGE WAY 3.85 ACRES BLOCK 12 15.42 ACRES MHDR BARNETT CHANNEL PUBLIC DRAINAGE WAY 4.33 ACRES BLOCK 11A 4.43 ACRES MHDR BLOCK 13 20.80 ACRES MHDR BARNETT CHANNEL PUBLIC DRAINAGE WAY 8.66 ACRES CLARK FARMS BLVD.(PUBLIC STREET)CIVIC CENTER DRIVE(PUBLIC STREET)SANDARIO ROAD(PUBLIC STREET)LON ADAMS ROAD(PUBLIC STREET)BLOCK 11 11.89 ACRES MHDR BLOCK 10 8.18 ACRES C WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 83 of 153 BLOCK 8 22.70 ACRES MHDR BLOCK 7 23.20 ACRES MHDR BLOCK 11A 4.43 ACRES MHDR BARNETT CHANNEL PUBLIC DRAINAGE WAY 5.60 ACRES BARNETT CHANNEL PUBLIC DRAINAGE WAY 8.66 ACRES BLOCK 2 MDR CLARK FARMS BLVD. (PUBLIC STREET)LON ADAMS ROADBLOCK 10 8.18 ACRES C BLOCK 9 11.60 ACRES HDR BLOCK 1 MDR WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 84 of 153 BARNETT CHANNEL PUBLIC DRAINAGE WAY 5.60 ACRES BLOCK 7 23.20 ACRES MHDR BLOCK 3 25.52 ACRES EC BLOCK 6 40.15 ACRES EC BLOCK 2 83.91 ACRES MDR CLARK FARMS BLVD. (PUBLIC ROAD) WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 85 of 153 110 151 198 203 238 200 201 202 227 228 229 230 231 232 233 234 235 236 237 199 143 144 145 147 142 113 111112 114 115 146 148 149 150 222223224225226 184 167 246 191192193194195 206 207 208 209 210 241 242 243 244 245 196197 204 205 239 240 1 2 3 4 5 164 165 166 185186187188 211 212 189 213 248 190 247 214 8 9 10 11 12 13 170 171 172 173 174 177178179180181 169 6 168 183 7 16 17 18 19 20 21 22 14 15 175 176 65 102 159 103 104 105 106 107 118 119 120 121 122 123 154 155 156 157 158 215 216 217 218 108109 116 117 152 220 153 219221 63 33 34 35 36 37 38 39 60 61 62 64 97 98 162 163 32 95 100 125 96 99 161 101 124 160 2526272829 42 43 44 45 46 47 5253545556 68 69 70 71 72 57 31 40 41 58 59 66 30 67 23 50 74 75 76 77 78 79 24 48 51 73 49 182 GLE N DRIVE 23 24 25 26 27 28 29 30 31 32 122 123 124 125 126 127 128 129 130 131 132 133 134 135 (BK.2, PG.173)FARM FIELD 5 / AMENDED BK 60, PG 39 EXCLUDED SANDARIO ROADMOORE ROAD (PUBLIC STREET)(PUBLIC)BLOCK 1 62.64 ACRES MDR WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 86 of 153 BLOCK 2 83.91 ACRES MDR MOORE ROAD (PUBLIC STREET)LON ADAMS ROADBK. 60, M&P, PG 7 (PUBLIC STREET)BLOCK 1 62.64 ACRES MDR WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 87 of 153 BLOCK 4 0.09 ACRES BLOCK 3 25.52 ACRES EC BLOCK 6 40.15 ACRES EC BLOCK 5 21.53 ACRES EC BLOCK 2 83.91 ACRES MDR MOORE ROAD (PUBLIC STREET)MOORE ROAD(PUBLIC STREET)CLARK FARMS BLVD . (PUBL IC STREET ) WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 88 of 153 BLOCK 6 40.15 ACRES EC BLOCK 5 21.53 ACRES EC 25' CMID ESMT. DKT.57, PG.2 60'EXIST. ROW BK.2, PG. 126 IN T E R S T A T E 1 0 25' CMID PARCEL BK.1985, PG.243 25' IRRIGATIN ROW BK.107, PG.151 (MCR)MOORE ROAD(PUBLIC STREET)150' EXISTING RIGHT-OF-WAY (BK 60, PG 7) ABANDONED BY THIS PLAT MOORE ROAD (PUBLIC STREET) WLB The Group INC. AMENDED Regular Council Meeting 06/02/2020 Page 89 of 153 © Latitude Geographics Group Ltd. 1.1 THIS MAP IS NOT TO BE USED FOR NAVIGATION WGS_1984_Web_Mercator_Auxiliary_Sphere Miles1.1 Notes Legend This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. 0.570 1:36,111 Re-Plat of FBP Vanderbilt Farms Town of Marana Planning Marana Addresses Marana Town Limits PRV1909-002 Re-Plat of Final Block Plat Vanderbilt Farms Blocks 1 thru 13 & 11A Moore Moore Road Barnett Road In t e r s t a t e 1 0Sandario Road Tangerine Farms Road MMC AMENDED Regular Council Meeting 06/02/2020 Page 90 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 91 of 153    Council-Regular Meeting   A3        Meeting Date:06/02/2020   To:Mayor and Council From:Heath Vescovi-Chiordi, Assistant to the Town Manager Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-060: Relating to Intergovernmental Relations; approving and authorizing the Town Manager to execute a Lobbying Services Agreement with Triadvocates, LLC for Fiscal Year 2021 (Heath Vescovi-Chiordi) Discussion: The Town of Marana has contracted with Triadvocates, LLC for lobbying services since 2010. In keeping with the Legislative Program adopted annually by the Town Council, Triadvocates pursues and defends Marana's legislative priorities at the Arizona State Legislature. This includes communicating directly with legislators and their staff, outside stakeholders, and other governmental bodies as needed to achieve desired legislative outcomes. Triadvocates also advises the Town on ongoing legislation and legislative issues, providing information and strategic guidance throughout the legislative session. The Lobbying Services agreement is for a term of one year, from July 1, 2020 through June 30, 2021. The annual compensation has been adjusted downward from the 2019-2020 agreement. Financial Impact: Fiscal Year:2021 Budgeted Y/N: Y Amount:$45,000.00 Staff Recommendation: Council's pleasure. AMENDED Regular Council Meeting 06/02/2020 Page 92 of 153 Council's pleasure. Suggested Motion: I move to adopt Resolution No. 2020-060; approving and authorizing the Town Manager to execute a Lobbying Services Agreement with Triadvocates, LLC for fiscal year 2021. Attachments Resolution No. 2020-060 Exhibit A - Agreement AMENDED Regular Council Meeting 06/02/2020 Page 93 of 153 00069993.DOCX /1 Marana Resolution No. 20 20 -060 MARANA RESOLUTION NO. 2020-060 RELATING TO INTERGOVERNMENTAL RELATIONS; APPROVING AND AUTHORIZING THE TOWN MANAGER TO EXECUTE A LOBBYING SERVICES AGREEMENT WITH TRIADVOCATES, LLC FOR FISCAL YEAR 2021 WHEREAS the Town of Marana and Triadvocates, LLC wish to enter into an agreement whereby Triadvoca tes, LLC will provide lobbying services for the Town before state government bodies and officials ; and WHEREAS the Mayor and Council of the Town of Marana feel it is in the best interests of the citizens of Marana to enter into the lobbying services agreement addressed by this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the lobbying services agreement between the Town of Marana and Triadvocates, LLC for fiscal year 2021, attached to this resolution as Exhibit A is hereby approved, and the Town Manager 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 al l other and further tasks required or beneficial to carry out the terms, obligations, conditions and obj ectives of the lobbying services agreement. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 94 of 153 00069992.DOC /1 - 1 - LOBBYING SERVICES AGREEMENT This Agreement for lobbying services (this “Agreement”) is made and entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the “Town”) and TRIADVOCATES LLC, a Delaware limited liability company (“TRIADVOCATES”). IN CONSIDERATION of the mutual obligations contained in this Agreement, the parties mutually agree as follows: ARTICLE I. SCOPE OF WORK/COMPENSATION A. ENGAGEMENT AND SCOPE OF SERVICES: The Town retains TRIADVOCATES in the capacity of lobbyist. TRIADVOCATES shall provide lobbying services at the direction of the Town Manager as approved and directed by the Mayor and Council. TRIADVOCATES’ duties shall include providing lobbying services for the Town before state government bodies and officials. B. REPRESENTATION OF OTHER CLIENTS: Nothing in this Agreement shall be in- terpreted to prohibit TRIADVOCATES from representing other clients so long as that repre- sentation does not constitute a legal conflict of interest. The Town may waive conflicts to the extent permitted by law. C. COMPENSATION: For the services contemplated in this Agreement, the Town shall pay TRIADVOCATES a fee of $3,750.00 per month, with total compensation under this Agreement not to exceed $45,000. D. CHARGES FOR COSTS AND EXPENSES: With the Town Manager’s prior written approval, the Town shall reimburse TRIADVOCATES for any reasonable out-of-pocket costs, including costs for travel time or mileage, which TRIADVOCATES may incur as a di- rect result of its lobbying efforts on the part of the Town. T RIADVOCATES will not markup any of its costs. E. BILLING: TRIADVOCATES shall bill the Town for its services on or about the first day of each month. The Town shall pay invoices within 30 days of receipt. ARTICLE II. TERM This Agreement shall begin on and be effective as of July 1, 2020, and shall continue in full force and effect until June 30, 2021 unless sooner terminated pursuant to Article III. ARTICLE III. TERMINATION/MODIFICATIONS A. TERMINATION: This Agreement may be terminated by either the Town or TRIADVOCATES at any time, subject to payment of all fees and costs incurred through the date of termination, by giving written notice to the other party. The written notice shall be AMENDED Regular Council Meeting 06/02/2020 Page 95 of 153 00069992.DOC /1 - 2 - delivered personally or by certified mail, and termination shall take effect 30 days after receipt of the written notice by the receiving party. B. MODIFICATION: This Agreement may not be modified except by an instrument in writing duly executed by all parties. ARTICLE IV. MISCELLANEOUS A. ENTIRE AGREEMENT: This Agreement supersedes any and all agreements previous- ly made between the parties relating to the subject matter of this Agreement, and there are no understandings or agreements other than those incorporated in this Agreement. B. NO ASSIGNMENT: TRIADVOCATES may not assign any rights or obligations under this Agreement without the Town’s prior written consent. C. INDEPENDENT CONTRACTOR STATUS: TRIADVOCATES is an independent con- tractor and nothing in this Agreement shall make TRIADVOCATES an employee of the Town. TRIADVOCATES is solely responsible for all federal, state and local taxes, including but not limited to FICA, unemployment compensation and workers’ compensation, and will not be subject to the personnel policies or entitled to any benefits of the Town. D. GOVERNING LAW: This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Arizona. E. ATTORNEYS’ FEES: If there is a breach of this Agreement that results in litigation, the prevailing party shall be awarded its attorneys’ fees and court costs incurred in the lit- igation. F. SEVERABILITY: If any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or in- operative provision deleted and the rights and obligations construed and enforced accord- ingly. G. CONFLICT OF INTEREST: This Agreement is subject to the provisions of A.R.S. § 38-511, which provides for termination in certain instances involving conflicts of interest. H. COMPLIANCE WITH IMMIGRATION LAWS: TRIADVOCATES warrants that it complies with all federal immigration laws and regulations that relate to its employees and with A.R.S. § 23-214 (A). TRIADVOCATES acknowledges that pursuant to A.R.S. § 41-4401, a breach of this warranty is a material breach of this Agreement subject to penalties up to and including termination of this Agreement, and that the Town retains the legal right to inspect the papers of any employee who works on the Agreement to en- sure compliance with this warranty. AMENDED Regular Council Meeting 06/02/2020 Page 96 of 153 IN WITNESS WHEREOF, the parties have executed this Agreement on the last signature date below. TOWN OF MARANA: TRIADVOCATES LLC: By: ____________ _ Jamsheed Mehta, Town Manager Dated: ___________ _ EIN/SS ~-1528332 Dated: \(,1, :'.1,tOv ATTEST: Cherry Lawson, Town Clerk APPROVED AS TO FORM: Jane Fairall, Deputy Town Attorney 00069992 .DOC /I - 3 - AMENDED Regular Council Meeting 06/02/2020 Page 97 of 153    Council-Regular Meeting   A4        Meeting Date:06/02/2020   To:Mayor and Council From:Frank Cassidy, Town Attorney Date:June 2, 2020 Strategic Plan Focus Area: Not Applicable Subject:Resolution No. 2020-061: Relating to Capital Improvement Projects; authorizing swift Town construction of the Adonis Road Improvements; and approving and authorizing the Mayor to sign the Second Amendment to Villages of Tortolita Development Agreement and the First Amendment to Mandarina Mediation Agreement (Frank Cassidy) Discussion: Unanticipated events have caused TMR Investors, LLC, the developer of The Villages of Tortolita development project, delays in construction of the Adonis Road Improvements as anticipated under the Villages of Tortolita Development Agreement as amended. The Town Council has clearly expressed the desire that the Adonis Road Improvements be constructed as swiftly as possible to give the residents, businesses, and landowners located east of I-10 between Marana Road and Tangerine Road a second major means of access. The resolution accompanying this item, if approved, will approve amendments to two existing agreements. The amendments facilitate the Town's swift construction of the Adonis Road Improvements. These two amendments in the form approved by the other contracting parties are included with the backup materials.  The first of the two amendments proposed to be approved by this item is the Second Amendment to Villages of Tortolita Development Agreement (the "2nd VOT Amendment") with TMR Investors, LLC, the developer of The Villages of Tortolita development project. The 2nd VOT Amendment relieves TMR from its obligation to build Adonis Road, and replaces it with an obligation to pay the Town $2.5M (the currently estimated cost of building temporary Adonis Road) before the first building permit is issued in The Villages of Tortolita. After Adonis Road is completed by the Town and TMR has paid the $2.5M, the 2nd VOT Amendment allows TMR to construct AMENDED Regular Council Meeting 06/02/2020 Page 98 of 153 300 single family residences in The Villages of Tortolita before having to build the Marana TI Improvements or any other off-site transportation infrastructure. Included with the backup material related to the 2nd VOT Amendment are annotated copies of the original Villages of Tortolita Development Agreement and of the First Amendment to Villages of Tortolita Development Agreement, showing how both documents are affected by the 2nd VOT Amendment. The second of the two amendments proposed to be approved by this item is the First Amendment to Mandarina Mediation Agreement (the "MMA Amendment"). The MMA Amendment provides for the Town to use already-committed Town funding plus funding provided by Mandarina to build the portion of Adonis Road across the Mandarina Property to a "permanent interim cross-section" -- that is, built to a normal permanent two-lane road cross-section, but without the last two inches of asphalt and without the curbs and landscaping, all of which will be added by Mandarina at its cost as the Mandarina Property is developed. Under the MMA Amendment, the Town will pay $972,281 (the estimated cost the Town would have spent on the temporary road) toward constructing permanent Adonis Road, plus the $1.1M toward the permanent road that the Town is already obligated to pay under the Mandarina Mediation Agreement. Mandarina will pay all costs of permanent Adonis Road in excess of the Town's contribution. Mandarina is already paying Psomas to design permanent Adonis Road through the Mandarina Property, and the design plans should be completed at approximately the same time the Town completes its currently-pending CMAR selection process for the contractor to build the roadway improvements. After being selected, the CMAR will provide a guaranteed maximum price (GMP) contract for the permanent Adonis Road segment of construction. Before the Town signs the construction contract, Mandarina will deposit sufficient funding to pay the balance of the GMP. Financial Impact: Fiscal Year:2021 Budgeted Y/N:Y Amount:$4,800,000 (includes Mandarina funding) Based on development impact fee program costs for permanent roadways, the Town anticipates that the total cost of permanent Adonis Road through Mandarina will be $3,200,000. The Town's share of the cost to construct permanent Adonis Road through Mandarina is $2,072,281 (the $1,100,000 in funding previously committed under the Mandarina Mediation Agreement plus $972,281 the Town would have paid toward the temporary two-lane road construction). Mandarina is required to pay any balance for the permanent Adonis Road segment above the Town's contribution, but the full amount needs to be included in the budget to provide budgeted expenditure authority for the Town to pay the contractor for the project. AMENDED Regular Council Meeting 06/02/2020 Page 99 of 153 The Town's total construction cost for the remaining temporary two-lane roadways (the Adonis Road segment located north of Mandarina and Mandarina Link Road) is anticipated to be about $1,500,000. An additional $100,000 is set aside to cover CMAR professional costs and other contingencies. Staff Recommendation: Staff recommends adoption of Resolution No. 2020-061, authorizing swift Town construction of the Adonis Road Improvements; and approving and authorizing the Mayor to sign the Second Amendment to Villages of Tortolita Development Agreement and the First Amendment to Mandarina Mediation Agreement. Suggested Motion: I move to adopt Resolution No. 2020-061, authorizing swift Town construction of the Adonis Road Improvements; and approving and authorizing the Mayor to sign the Second Amendment to Villages of Tortolita Development Agreement and the First Amendment to Mandarina Mediation Agreement. Attachments Resolution No. 2020-061 VOT DA 2nd Amendment Original VOT DA Annotated VOT DA 1st Amend Annotated Mandarina MA Amendment AMENDED Regular Council Meeting 06/02/2020 Page 100 of 153 00070146.DOCX /1 Marana Resolution No. 20 20 -061 - 1 - 5/21/2020 4:48 PM MARANA RESOLUTION NO. 2020-061 RELATING TO CAPITAL IMPROVEMENT PROJECTS; AUTHORIZING SWIFT TOWN CONSTRUCTION OF THE ADONIS ROAD IMPROVEMENTS; AND APPROVING AND AUTHOR IZING THE MAYOR TO SIGN THE SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVEL OPMENT AGREEMENT AND THE FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT WHEREAS, as swiftly as possible, the Town of Marana desires to construct the Adonis Road Improvements, consisting of a two-lane paved public road from the current eastern terminus of Grier Road pavement to Tangerine Road , to provide secondary access for homes and properties located east of I -10 between Marana Road and Tangerine Road; and WHEREAS the Town anticipated that the Adonis Road Improvements would be constructed by TMR Investors, LLC (“TMR”), the developer of The Villages of Tortolita development project, pursuant to the “Villages of Tortolita Development Agreement ,” recorded in the Pima County Recorder’s office on April 16, 2018 at Sequ ence 20181060069 and recorded in the Pinal County Recorder’s office on April 17, 2018 at Fee Number 2018-028230, as amended by the “First Amendment to Villages of Tortolita Development Agreement,” recorded in the Pima County Recorder’s office on November 18, 2019 at Sequence 20193220672 and recorded in the Pinal County Recorder’s office on December 9, 2019 at Fee Number 2019 -104773 (together referred to as the “Existing Villages of Tortolita Agreements”); and WHEREAS intervening causes including unanticipat ed and expensive design requirements to cross the Central Arizona Project (CAP) siphon and the Coronavirus Disease 2019 (COVID-19) pandemic have resulted in the Adonis Road Improvements not having been constructed by TMR as anticipated ; and WHEREAS the Town of Marana acquired a portion of the public right -of-way needed for the Adonis Road Improvements pursuant to the “Mandarina Mediation Agreement,” entered into between Mandarina, LLC and the Town dated October 30, 2019; and WHEREAS Town staff has negotiated a “Second Amendment to Villages of Tortolita Development Agreement” and a “First Amendment to Mandarina Mediation Agreement,” which together will facilitate the Town’s swift construction of the Adonis Road Improvements and will make corresponding revisions as necessary to the Existing Villages of Tortolita Agreements and the Mandarina Mediation Agreement; and AMENDED Regular Council Meeting 06/02/2020 Page 101 of 153 00070146.DOCX /1 Marana Resolution No. 20 20 -061 - 2 - 5/21/2020 4:48 PM WHEREAS the Marana Town Council finds that swift Town construction of the Adonis Road Improvements and Town execution of the Second Amendment to Villages of Tortolita Development Agreement and the First Amendment to Mandarina Mediation Agreement are in the best interests of the Town and its citizens and should be pursued and approved. NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Town of Marana, Arizona, as follows: SECTION 1. Town staff is directed , as swiftly as possible, to construct the Adonis Road Improvements. SECTION 2. The Second Amendment to Villages of Tortolita Development Agreement is approved in the form provided in the agenda m aterials associated with this Council agenda item, the Mayor is authorized to sign it, and Town staff is authorized to carry out its terms. SECTION 3. The First Amendment to Mandarina Mediation Agreement is approved in the form provided in the agenda materials associated with this Council agenda item, the Mayor is authorized to sign it, and Town staff is authorized to carry out its terms. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 2nd day of June, 2020. Mayor Ed Honea ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney AMENDED Regular Council Meeting 06/02/2020 Page 102 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 1 - SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT Town of Marana, Arizona THIS SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT (this “Amendment”) is made and entered into by and between the TOWN OF MARANA (the “Town”), an Arizona municipal corporation; and TMR INVESTORS, LLC (“TMR”), an Ari- zona limited liability company . The Town and TMR are sometimes collectively referred to as the “Parties,” either of which is sometimes individually referred to as a “Party.” RECITALS A. The Parties entered into the “V ILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT” (the “Original Agreement”), which was recorded in the Pima County Recorder’s office on April 16, 2018 at Sequence 201810600 69 and recorded in the Pinal County Recorder’s office on April 17, 2018 at Fee Number 2018 -028230. B. The Parties entered into the “FIRST AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT” (the “First Amendment”), which was recorded in the Pima County Recorder’s office on November 18, 2019 at Sequence 20193220672 and recorded in the Pinal County Recorder’s office on December 9, 2019 at Fee Number 2019-104773. C. Among other things, the Original Agreement provided for TMR’s construction of the “Adonis Road Improvements” as defined and described in the Original Agreement and amended in the First Amendment. D. Intervening causes including unanticipated and expensive design requirements imposed by a third party for approval to have the Adonis Road Improvements cross the Central Arizona Project (CAP) siphon and the Coronavirus Disease 2019 (COVID-19) pandemic have resulted in the Adonis Road Improvements not having been constructed by TMR as anticipated in the Original Agreement as amended by the Fir st Amendment (which are together referred to as the “Existing Agreements”). E. The Parties now desire to amend the Existing Agreements to better suit the mutual needs and desires of the Parties. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into this Amendment as though fully restated here, and the mutual covenants set forth in the Existing Agreements, the Parties hereby agree as follows: AMENDED Regular Council Meeting 06/02/2020 Page 103 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 2 - 1. Town construction of the Adonis Road Improvements. The Town shall procure and con- struct the Adonis Road Improvements as soon as possible and in any event no later than October 30, 2021. 2. TMR contribution toward the cost to construct the Adonis Road Improvements. Before applying for the first building permit for the first home on th e “Subject Property” (as defined in the Original Agreement), TMR shall pay the Town $2,500,000 to offset the Town’s cost to construct the Adonis Road Improvements. 3. Construction of homes. After the Town has substantially completed construction of the Adonis Road Improvements and after TMR has paid the $2,500,000 contribution to- ward the cost to construct the Adonis Road Improvements, TMR and its successors in interest may construct up to a total of 300 homes on the Subject property before the Town requires the completion of the “Marana TI Improvements” as defined in the Original Agreement or any other offsite transportation infrastructure . Nothing in this paragraph, in this Amendment, or in the Existing Agreements implies that (i) other subdivision in- frastructure available to or serving the Subject Property (other than offsite transposrtation infrastructure) is sufficient to serve 300 homes, or (ii) other agencies or parties, including without limitation the Arizona Department of Transportation and the Union Pa cific Rail- road will allow 300 homes to be constructed without additional requirements. 4. Assignment of Adonis Road Improvements plans and compensation . TMR hereby assigns to the Town any and all of TMR’s rights to the plans for the Adonis Road Improvements. In addition to other consideration set forth in this Amendment, the Town hereby waives any right to reimbursement of the $85,000 paid to TMR pursuant to paragraph 2 of the First Amendment as compensation for the plans. 5. Conformance of the Existing Agreements. The terms of the Existing Agreements are modified to conform to this Amendment, including without limitation the following: a. The definition of the “Adonis Road Improvements” in subparagraph 1.a. of the Original Agreement as modified in paragraph 1 of the First Amendment is further modified to provide that the Town may, at its discretion, revise the elements of the construction so long as two-lane paved public access is provided from the current eastern terminus of Grier Road pavement to Tangerine Road. b. Subparagraph 1.b. of the Original Agreement is deleted. c. Subparagraph 1.c. of the Original Agreement is modified to delete “the Adonis Road Improvements,”. d. Paragraph 3 of the Original Agreement is modified to add “contribute $2,500,000 toward the Town’s construction of” before the two occurrences of “the Adonis Road Improvements.” e. Subparagraph 3.a. of the Original Agreement as amended by paragraph 5 of the First Amendment is deleted. f. Subparagraphs 3.b., and 3.d. of the Original Agreement are deleted. AMENDED Regular Council Meeting 06/02/2020 Page 104 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 3 - g. Subparagraph 3.c. of the Original Agreement is deleted and replaced with the following: “Marana TI Improvements. TMR shall complete construction of the Marana TI Improvements before a building permit is issued for the 301 st home on the Subject Property.” h. Subparagraph 3.e. of the Original Agreement is replaced with the following: Effect. Model home lots may not be sold until they have been released from subdivision assurances. Once construction of the Adonis Road Improve- ments has been completed and TMR has paid the Town $2,500,000 to offset the Town’s cost to construct the Adonis Road Improvements, the Town will treat the Adonis Road Improvements as having created transportation ca- pacity for up to 300 single family residences even if the actual capa city has by that time been displaced by other development. Once construction of the Marana TI Improvements has been completed, and until the fourth anni- versary of the ir completion date, the Town will treat the Marana TI Im- provements as having created trans portation capacity for up to a cumula- tive total of 400 single family residences even if the actual capacity has by that time been displaced by other development. Nothing in this paragraph shall be interpreted as the Town’s waiver of other infrastructure capacity requirements. The Marana Water Department believes that existing water delivery and sewer conveyance capacity in the vicinity of the Subject Prop- erty is not sufficient for 400 single family residences without the construc- tion of system improvements. The Parties acknowledge that water and sewer capacity issues are being addressed by separate agreements between the Parties. i. The word “construct” in the title of paragraph 4 of the Original Agreement is replaced with the word “perform”. j. Paragraph 5 of the Original Agreement is modified to delete “and Adonis Road Improvements” from the title. k. Subparagraph 5.b. of the Original Agreement is deleted. l. Subparagraph 5.c. of the Original Agreement is modified to delete “and Adonis Road Public Improvement Costs” m. Paragraphs 8 and 9 of the Original Agreement are modified to delete “the Ado- nis Improvements,”. n. Paragraph 17 of the Original Agreement is modified to delete the two occur- rences of “the Adonis Road Improvements ,”. o. Paragraph 22 of the Original Agreement is modified to delete the two occur- rences of “and the Adonis Road Improvements”. p. Paragraphs 25 and 26 of the Original Agreement are modified to delete “the Adonis Road Improvements ,”. AMENDED Regular Council Meeting 06/02/2020 Page 105 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 4 - q. Paragraph 2 of the First Amendment is modified to allocate th e $85,000 paid to TMR as indicated in paragraph 4 of this Amendment. 6. Remainder of the Existing Agreements unchanged. Except as revised in this Amend- ment, the Existing Agreements shall remain unchanged. 7. Term. This Amendment shall become effective (the “Effective Date”) upon the date of recording pursuant to paragraph 8 below. The term of this Amendment shall begin on the Effective Date and shall terminate concurrently with the termination of the Existing Agreements. 8. Recordation. After this Amendment has been executed by the Parties , the Town shall, as concurrently as reasonably possible, record this Amendment in the office s of the Pima County Recorder and the Pinal County Recorder. If recording does not occur on the same day, the date of recording fo r purposes of this Amendment shall be the later of the two recording dates. To facilitate concurrent recording of this Amendment, the Parties may sign two identical originals of this Amendment. 9. Miscellaneous. a. The Existing Agreements as amended by this Amendment may not be modified except in a writing signed by the Parties. b. This Amendment may be executed in identical counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instru- ment. In addition, this Amendment may contain more than one counterpart of the signature pages and this Amendment may be executed by the affixing of the signature pages, and all of such counterpart signature pages shall be read as though one, and they shall have the same force a nd effect as though all the signers had signed a single signature page . c. This Amendment is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. [Remainder of page intentionally left blank. Signature pages follow.] AMENDED Regular Council Meeting 06/02/2020 Page 106 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 5 - IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the last date set forth below their respective signatures , with an Effective Date determined as set forth in paragraph 7 above. THE “TOWN”: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney “TMR”: TMR INVESTORS, LLC, an Arizona limited liability company (“TMR”) By: TMR MANAGEMENT, LLC, an Arizona limited liability company , its Manager By: ZIPPRICH GROUP, LLC, an Arizona limited liability company, its Member By: Michael B. Zipprich, Manager Date: By: INCA CAPITAL I, LLC, an Arizona limited liability company, its Member By: William Cleverly, Manager Date: STATE OF ARIZONA ) ss County of ) The foregoing instrument was acknowledged before me on May , 2020 by Michael B. Zipprich, Manager of ZIPPRICH GROUP, LLC, an Arizona limited liability company, a Member of TMR MANAGEMENT, LLC, an Arizona limited liability company, Manager of TMR INVESTORS, LLC, an Arizona limited liability company , on behalf of TMR. (Seal) Notary Public AMENDED Regular Council Meeting 06/02/2020 Page 107 of 153 00070125.DOCX /3 5/22/2020 9:58 AM SECOND AMENDMENT TO VILLAGES OF TORTOLITA DEVELOPMENT AGREEMENT - 6 - STATE OF ARIZONA ) ss County of ) The foregoing instrument was acknowledged before me on May , 2020 by William Cleverly, Manager of INCA CAPITAL I, LLC, an Arizona limited liability company, a Member of TMR MANAGEMENT, LLC, an Arizona limited liability company, Manager of TMR INVESTORS, LLC, an Arizona limited liability company , on behalf of TMR. (Seal) Notary Public AMENDED Regular Council Meeting 06/02/2020 Page 108 of 153 With 20200522 annotations to show changes made by 1st amendment and proposed 2nd amendment AMENDED Regular Council Meeting 06/02/2020 Page 109 of 153 2nd amend't 2nd amend't: Town may modify elements of "Adonis Road Improvements" AMENDED Regular Council Meeting 06/02/2020 Page 110 of 153 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 111 of 153 contribute $2.5M toward the Town's construction of / AMENDED Regular Council Meeting 06/02/2020 Page 112 of 153 contribute $2.5M toward the Town's construction of / 1st amend't para 1 & 2nd amend't 2nd amend't 2nd amend't 2nd amend't before a building permit is issued for the 301st home on the Subject Property / / 2nd amend't 2nd amend't perform / *Once construction of the Adonis Road Improvements has been completed and TMR has paid the Town $2,500,000 to offset the Town’s cost to construct the Adonis Road Improvements, the Town will treat the Adonis Road Improvements as having created transportation capacity for up to 300 single family residences even if the actual capacity has by that time been displaced by other development. * a cumulative total of AMENDED Regular Council Meeting 06/02/2020 Page 113 of 153 2nd amend't 2nd amend't 2nd amend't 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 114 of 153 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 115 of 153 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 116 of 153 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 117 of 153 2nd amend't 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 118 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 119 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 120 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 121 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 122 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 123 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 124 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 125 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 126 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 127 of 153 Annotated 20200521 to show revisions by proposed 2nd DA amendment AMENDED Regular Council Meeting 06/02/2020 Page 128 of 153 2nd amend't: Town may modify elements of "Adonis Road Improvements" AMENDED Regular Council Meeting 06/02/2020 Page 129 of 153 2nd amend't: allocate to plans cost AMENDED Regular Council Meeting 06/02/2020 Page 130 of 153 2nd amend't AMENDED Regular Council Meeting 06/02/2020 Page 131 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 132 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 133 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 134 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 135 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 136 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 137 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 138 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 139 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 140 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 141 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 142 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 143 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 144 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 145 of 153 AMENDED Regular Council Meeting 06/02/2020 Page 146 of 153 00070160.DOCX /7 5/29/2020 1:54 PM FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT - 1 - FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT Town of Marana, Arizona THIS FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT (this “Amendment”) is made and entered into by and between the TOWN OF MARANA (the “Town”), an Arizona municipal corporation; and MANDARINA, LLC (“Mandarina”), a Colorado limited liability company. The Town and Mandarina are sometimes collectively referred to as the “Par- ties,” either of which is sometimes individually referred to as a “Party.” RECITALS A. The Parties entered into a “MEDIATION AGREEMENT” (the “Mediation Agreement”) dated October 30, 2019, in settlement of two then-pending lawsuits, entitled Mandarina, LLC v. Town of Marana, Pima County Superior Court case number C20161982, and Town of Marana v. Mandarina, LLC, Pima County Superior Court case number C20184425. B. Construction of and funding for Adonis Road was an element of the Mediation Agreement. C. At the time of the Mediation Agreement, Adonis Road was anticipated to be con- structed by a third-party developer pursuant to development agreements. D. As a result of an amendment to the development agreements with the third-party developer, the Town will now construct Adonis Road. E. Adonis Road and Mandarina Road Link have been designed as temporary two- lane roadways. F. The Parties now desire to amend the Mediation Agreement to facilitate the Town’s construction of the segment of Adonis Road located on the Mandarina Property as a per- manent two-lane road. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated into this Amendment as though fully restated here, and the mutual covenants set forth in the Mediation Agreement, the Parties hereby agree as follows: 1. Definitions from the Mediation Agreement. Terms that are used in both the Mediation Agreement and in this Amendment shall have the definitions found in the Mediation Agreement. 2. Town construction of the Adonis Road Improvements. As soon as possible and in any event no later than October 30, 2021, the Town shall procure, construct, and complete the AMENDED Regular Council Meeting 06/02/2020 Page 147 of 153 00070160.DOCX /7 5/29/2020 1:54 PM FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT - 2 - “Adonis Road Improvements,” consisting of the three roadway segments to be con- structed pursuant to the “Adonis North GMP,” the “Mandarina GMP,” and the “Man- darina Road Link GMP” as defined in paragraph 8 below. The Adonis North GMP and the Mandarina Road Link GMP roadway segments will be constructed as temporary two- lane roadways consistent with already-completed design plans, and the Mandarina GMP roadway segment will be constructed according to the Psomas plans to be submitted pur- suant to paragraph 4 below. 3. The CMAR. The Town shall construct the Adonis Road Improvements using a con- struction-manager-at-risk form of procurement authorized by A.R.S. § 34-603. The Town’s construction manager procured for the construction of the Adonis Road Improve- ments is referred to in this amendment as the “CMAR.” The Town has already begun the CMAR procurement process, and anticipates selection of the CMAR by July 31, 2020. 4. Design of the Subject Improvements. At Mandarina’s cost, the engineering firm Pso- mas will, as soon as possible (with a goal of having final plans approval by September 15, 2020), provide plans for the construction of the following-described improvements on the Mandarina Property, which improvements are together referred to as the “Subject Im- provements,” and for the transition from the Subject Improvements to the roadway seg- ment to be constructed pursuant to the Adonis North GMP: a. A two-lane permanent Adonis Road roadway (the north/east two lanes of the four-lane ultimate Adonis Road roadway), to a “permanent interim cross-section” of four inches of asphaltic concrete over a six inch aggregate base course, consistent with the cross section exhibit attached to this Amendment as Exhibit A. b. Curbs and sidewalks and the top two inches of asphalt are excluded from initial construction; but will be provided by Mandarina in phases as the Mandarina Property is developed, so that the final two-lane permanent Adonis Road roadway will be con- sistent with the cross section exhibit attached to this Amendment as Exhibit B. c. As constructed pursuant to this Amendment, the two-lane permanent Adonis Road roadway shall only extend as far east as its future permanent intersection with Mandarina Road Link as depicted on Exhibit 2 to the Mediation Agreement and not to the east Mandarina Property boundary. 5. Stock-tight fencing. The cost for all required stock-tight fencing (four-wire barbed) for Adonis Road within the Mandarina Property will be paid for by Mandarina. 6. Expedited plan review. The Town will expedite review and approval of the Psomas plans with a goal of having them reviewed and approved by September 15, 2020. 7. Description and acquisition of right-of-way for transition north of the Mandarina Property. The roadway segment to be constructed pursuant to the Adonis North GMP includes a transition north of the Mandarina Property to the Subject Improvements on the Man- darina Property. For the transition north of the Mandarina Property, Mandarina shall provide to the Town the design, legal description, and depiction of the additional re- quired Adonis Road right-of-way from the property owner to the north. The Town shall AMENDED Regular Council Meeting 06/02/2020 Page 148 of 153 00070160.DOCX /7 5/29/2020 1:54 PM FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT - 3 - acquire the necessary right-of-way as provided in paragraph 1.7.2 of the Mediation Agreement and in Marana Ordinance No. 2012.05 (adopting the Tortolita Shadows Spe- cific Plan). 8. GMP. As part of the Town’s preconstruction services contract with the CMAR, the Town shall obtain from the CMAR a guaranteed maximum price (GMP) for the construc- tion of the Adonis Road Improvements (the “Total GMP”). The Total GMP shall consist of the following three separate GMPs: a. A GMP for the segment of temporary Adonis Road located north of the Subject Improvements (the “Adonis North GMP”). The Adonis North GMP includes all im- provements north of the Mandarina Property, including the transition from the tem- porary two-lane Adonis Road cross-section to the Subject Improvements. b. A GMP for the Subject Improvements (the “Mandarina GMP”). c. A GMP for the segment of temporary Mandarina Road Link located south of the Subject Improvements (the “Mandarina Road Link GMP”). 9. Payment for the Adonis Road Improvements. a. The Town shall be responsible to pay all costs associated with the construction of the roadway segments to be constructed pursuant to the Adonis North GMP and the Mandarina Road Link GMP. b. The funds for the construction of the roadway segment to be constructed pur- suant to the Mandarina GMP shall be provided as follows: i. The Town shall pay the first $1,100,000 pursuant to paragraph 1.12 of the Mediation Agreement. ii. The Town shall pay the next $972,281 from the funds it would have spent to construct temporary two-lane Adonis Road through Mandarina. iii. Mandarina shall pay from the Escrow Account established pursuant to par- agraph 1.11 of the Mediation Agreement the remaining balance of the $900,000 previously deposited pursuant to paragraph 1.11 of the Mediation Agreement af- ter Mandarina’s payment of design costs (see paragraph 4 above). If not fully needed to cover the cost of the Mandarina GMP, any balance shall remain availa- ble to Mandarina for use in accordance with the Mediation Agreement. iv. If needed after applying the funding described in subparagraphs 9.b.i, ii, and iii above, Mandarina shall pay any remaining balance of the Mandarina GMP into the Escrow Account within 14 calendar days after Mandarina receives the Mandarina GMP. If the remaining balance required by this subparagraph is not timely paid, this Amendment is automatically terminated, and the rights and du- ties of the Parties shall be as set forth in the Mediation Agreement. AMENDED Regular Council Meeting 06/02/2020 Page 149 of 153 00070160.DOCX /7 5/29/2020 1:54 PM FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT - 4 - 10. Earthwork equipment crossing of Adonis Road. During development of the Mandarina Property, the Town shall allow earthwork equipment to cross Adonis Road with appro- priate protection of the roadway and with appropriate traffic control to be reviewed and approved by the Town in connection with the submittal for and issuance of one or more applicable right-of-way use permits pursuant to Marana Town Code Chapter 12-7 (“Con- struction in Town rights-of-way”). 11. Pavement cuts moratorium exemption. After construction of the permanent interim cross-section of the Subject Improvements as described in subparagraph 4.a above, Man- darina shall be exempt from the Town’s moratorium on pavement cuts as set forth in Marana Town Code section 12-7-9 (“Additional requirements for specified asphalt pave- ments”) until curbs and sidewalks and the top two inches of asphalt are constructed (see subparagraph 4.b above). 12. Remainder of the Mediation Agreement unchanged. Except as revised in this Amend- ment, the Mediation Agreement shall remain unchanged. 13. Term. This Amendment shall become effective (the “Effective Date”) on the last Party’s signature date below, and shall terminate upon completion of construction of and payment for the Adonis Road Improvements, unless earlier terminated by operation of subparagraph 9.b.iv above. 14. Miscellaneous. a. The Mediation Agreement as amended by this Amendment may not be modi- fied except in a writing signed by the Parties. b. This Amendment may be executed in identical counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instru- ment. In addition, this Amendment may contain more than one counterpart of the signature pages and this Amendment may be executed by the affixing of the signature pages, and all of such counterpart signature pages shall be read as though one, and they shall have the same force and effect as though all the signers had signed a single signature page. c. This Amendment is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. [Remainder of page left blank. Signature page follows.] AMENDED Regular Council Meeting 06/02/2020 Page 150 of 153 00070160.DOCX /7 5/29/2020 1:54 PM FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT - 5 - IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the last date set forth below their respective signatures, with an Effective Date determined as set forth in paragraph 13 above. THE “TOWN”: TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, Mayor Date: ATTEST: Cherry L. Lawson, Town Clerk APPROVED AS TO FORM: Frank Cassidy, Town Attorney “Mandarina”: MANDARINA, LLC, a Colorado limited liability company By: MSP INVESTMENT CO., LLP, a Colorado limited liability partnership, its Manager By: Marcus Palkowitsh, Partner Date: LIST OF EXHIBITS Exhibit A Adonis Road permanent interim cross section exhibit Exhibit B Adonis Road Mandarina development cross section exhibit AMENDED Regular Council Meeting 06/02/2020 Page 151 of 153 EXHIBIT A TO FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT AMENDED Regular Council Meeting 06/02/2020 Page 152 of 153 EXHIBIT B TO FIRST AMENDMENT TO MANDARINA MEDIATION AGREEMENT AMENDED Regular Council Meeting 06/02/2020 Page 153 of 153