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HomeMy WebLinkAboutResolution 2021-038 Approving the 1st Amendment to Marana Main Street Development Agreement and ROW License MARANA RESOLUTION NO. 2021-038 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE FIRST AMENDMENT TO MARANA MAIN STREET DEVELOPMENT AGREEMENT AND RIGHT-OF-WAY LICENSE WHEREAS on October 6, 2020, the Mayor and Council adopted Resolution No. 2020- 112, approving the Marana Main Street Development Agreement and Right-of-Way License, which was effective October 12, 2020, and recorded in the office of the Recorder of Pima County, Arizona, on October 16, 2020, at Sequence 20202900060 (the "Original Agreement"); WHEREAS the Original Agreement facilitated construction by the developer of certain "Subject Roadways," with a deadline of October 31, 2020 for substantial completion; and WHEREAS the Original Agreement required the developer to prepare a street landscaping and lighting plan and to pay for certain costs related to water for the landscaping in the right-of-way of Marana Main Street and Center Street through the development; and WHEREAS the Original Agreement authorized the Town to use funding from the Downtown Marana Reinvestment Fund (the "DMRF"), adopted by Marana Resolution No. 2013-036 and amended by Marana Resolution No. 2018-040, for the Subject Roadways as an incentive for the developer to do mixed-use development on portions of the subject property consistent with the downtown (DT) and downtown neighborhood (DN) zoning designations; and WHEREAS the Town and the developer have negotiated an amendment to the Original Agreement to extend the deadline for substantial completion of the Subject Roadways, to revise the requirements related to water and irrigation for landscaping in the right-of-way, and to provide that the Town shall share some of the costs of the water and irrigation system using DMRF funds; and WHEREAS the Mayor and Council find that entering into the First Amendment to the Marana Main Street Development Agreement and Right-of-Way License is in the best interests of the Town and its citizens and businesses. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA,ARIZONA,that the First Amendment to Marana Main Street Development Agreement and Right-of-Way License attached to and incorporated within Resolution No. 2021-038 - 1 - this resolution as Exhibit A is hereby approved, the Mayor is hereby authorized and directed to sign it for and on behalf of the Town of Marana,and the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out its terms, obligations, and objectives. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 6th day of April, 2021. Mayor Ed Honea ATTE. APP VED AS TO FORM: I Cherry L. La son, Town Clerk Jane a• , Town Attorney Ar MARANA AZ ESTABLISHED 1977 Resolution No. 2021-038 - 2- EXHIBIT A FIRST AMENDMENT TO MARANA MAIN STREET DEVELOPMENT AGREEMENT AND RIGHT-OF-WAY LICENSE TOWN OF MARANA,ARIZONA This First Amendment to Marana Main Street Development Agreement and Right- of-Way License (this "Amendment") is entered into by and among the TOWN OF MARANA (the "Town"), an Arizona municipal corporation; MARANA MAIN STREET, LLC ("MMS"), an Arizona limited liability company; MARANA HOSPITALITY, LLC ("MH"), an Arizona limited liability company; MARANA HOSPITALITY II, LLC ("MH2"), an Arizona limited liability company; FIDELITY NATIONAL TITLE AGENCY, INC., an Arizona corporation, as Trustee under Trust No. 60434 and not otherwise (the "Trust"); and MARANA MAIN STREET DEVELOPMENT CORP, ("MMSD"), an Arizona corporation. MMS, MH, MH2, the Trust, and MMSD are sometimes collectively referred to as the"Property Owner Entities," any one of which is sometimes referred to as a "Property Owner Entity." MMS, MH, MH2, the Trust, MMSD, and the Town are sometimes collectively referred to as the "Parties," any of which is sometimes individually referred to as a "Party." ty. RECITALS A. The "Final Block Plat of Marana Main Street Blocks 1 through 10 and Common Area'A' (Functional Open Space)" (the"Original MMS Plat")was recorded in the office of the Recorder of Pima County,Arizona, on March 21,2014,at Sequence 20140800116. B. Collectively, MMS, MH, MH2, and the Trust own Blocks 2, 3, 6, 7, 8, and 9 as depicted on the Original MMS Plat. C. The "Final Block Plat of Marana Main Street Blocks 6, 7,8, and 11 through 17 and Common Area 'A' (Functional Open Space)" (the "MMS Replat"), being a replat of Blocks 6, 7,and 8 of the Original MMS Plat,was recorded in the office of the Recorder of Pima County,Arizona,on October 18,2019,at Sequence 20192910097. D. The Property Owner Entities and the Town entered into the Marana Main Street Development Agreement and Right-of-Way License effective October 12, 2020, and recorded in the office of the Recorder of Pima County, Arizona, on October 16, 2020, at Sequence 20202900060 (the "Original Agreement"). E. Blocks 3 and 9 of the Original MMS Plat and Blocks 6 and 7 of the MMS Replat are collectively referred to in the Original Agreement as the Subject Property. 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA Sr ROW LICENSE 2/19/2021 1:25 PM -1- F. For purposes of the Original Agreement, the development depicted on the Original MMS Plat as amended by the MMS Replat is referred to as the "MMS Development." G. MMS, MH, and MH2 are the sole beneficiaries of the Trust. MMSD is the development entity doing the actual construction of the work contemplated by the Original Agreement and this Amendment. H. The Town has completed construction of the Marana Road Realignment and Reconstruction project, Marana Project No.ST044(the"Project"). I. The Project included the construction of a roundabout (the "Roundabout") on Sandario Road at its intersection with Marana Main Street, and the construction of Marana Main Street to approximately 270 feet east of the centerline of Sandario Road (the "Main Street Stub"). J. The Original Agreement facilitated construction by the Property Owner Entities of the "Subject Roadways"; specifically, Marana Main Street from the east terminus of the Project (which is also the east side of the Main Street Stub) on the west, to the east boundary of the MMS Development,and Center Street through the MMS Development, with a deadline of October 31,2020 for substantial completion. K.The Original Agreement required the Property Owner Entities to prepare a street landscaping and lighting plan and to pay for certain costs related to water for the landscaping in the right-of-way of Marana Main Street and Center Street through the MMS Development. L. The Original Agreement authorized the Town to use funding from the Downtown Marana Reinvestment Fund (the "DMRF"), adopted by Marana Resolution No. 2013-036 and amended by Marana Resolution No. 2018-040, for the Subject Roadways as an incentive for the Property Owner Entities to do mixed-use development on portions of the Subject Property consistent with the downtown (DT) and downtown neighborhood (DN) zoning designations. M. The Town is authorized by A.R.S. § 9-500.05 to enter into a development agreement with a landowner or other person or entity having an interest in real property located within the Town to facilitate development of the property by providing for, among other things, the conditions, terms, restrictions, and requirements for development and public infrastructure and the financing of public infrastructure. AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth in the Original Agreement and this Amendment, the Parties hereby agree as follows: 1.Incorporation of the recitals. The foregoing Recitals are incorporated here by this reference. 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA&ROW LICENSE 2/19/20211:25 PM -2- 2. Effect.Capitalized words and phrases in this Amendment shall have the meanings set forth in the Original Agreement as modified by this Amendment, and the terms of the Original Agreement shall continue in full force and effect except as expressly modified by this Amendment. 3. Construction of the subject roadways. Paragraph 1 of the Original Agreement is amended to provide that the Property Owner Entities shall substantially complete construction of the Subject Roadways no later than June 1,2021. 4. Street landscaping and lighting. Paragraph 2 ("Street landscaping and lighting"), subparagraph b("Water")of the Original Agreement is replaced by the following: b. Water i. The Property Owner Entities shall install an irrigation meter, backflow preventer, controller, master valve, and any other related and necessary infrastructure (collectively the Irrigation Equipment") for all landscaping in the right-of-way of Marana Main Street and Center Street through the MMS Development. ii. The Town will connect the irrigation system for the Town's landscaping in the Roundabout (the "Roundabout Irrigation System") to the Irrigation Equipment, with the point of connection occurring downstream of the master valve. iii. The Parties acknowledge that the Town may need to connect to the Irrigation Equipment for its landscaping before the Property Owner Entities' need to connect to the Irrigation Equipment for their landscaping. In such instance, the Town shall give the Property Owner Entities 30 days' advance written notice of the date the Town intends to connect to the Irrigation Equipment. The Property Owner Entities shall install the Irrigation Equipment promptly, so that the Irrigation Equipment is installed and available for connection to the Town's Roundabout Irrigation System by the date specified in the Town's notice. iv. The Town and the Property Owner Entities shall share the costs for installation of the Irrigation Equipment equally. Prior to commencing work on installation of the Irrigation Equipment, the Property Owner Entities shall obtain bids/estimates for the work and provide copies of the bids/estimates to the Town. The Property Owner Entities shall not proceed with the installation of the Irrigation Equipment until the Town Engineer or designee approves the bid/estimate in writing. Upon final completion of the installation of the Irrigation Equipment, the Property Owner Entities shall submit a detailed description of the work completed together with proof of payment of contractors, subcontractors, and material suppliers in a form reasonably acceptable to the Town Engineer. The Town shall pay its portion of the costs for 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA&ROW LICENSE 2/26/2021 4:52 PM -3- the work to the Property Owner Entities within30 days of receipt p of acceptable documentation. v. The Property Owner Entities shall pay all water meter fees, resource impact fees, and water infrastructure fees associated with the installation of the Irrigation Equipment. vi. The Town and the Property Owner Entities shall share the costs for all water bills for the irrigation meter installed pursuant to this subparagraph 2(b) for a period of two years after final completion of landscape installation consistent with the landscaping and lighting plan. One or more of the Property Owner Entities shall be the account holder for the meter during this two-year period and shall be responsible for paying all water bills on time. The Property Owner Entities will submit a copy of each water bill to the Town for the Town's calculation and payment of its share of the water costs. The Town's share of the water costs shall be calculated based on the emitter schedule for the Town's Roundabout landscaping,which is attached to and incorporated by this reference within this Amendment as Exhibit A. The Town shall pay its share of the water costs to MMSD from the DMRF within 30 days of receipt of the water bill from the Property Owner Entities. vii. For purposes of this subparagraph, "final completion" means the same as defined in paragraph 2(c) of the Original Agreement. 5. Town responsibilities. Paragraph 7 ("Town responsibilities"), subparagraph b of the Original Agreement is amended to provide that the Town shall also maintain the Irrigation Equipment from and after the second anniversary of the date the Property Owner Entities have achieved final completion of landscape installation consistent with the landscaping and lighting plan, as reasonably determined in writing by the Marana Town Engineer(see subparagraph 2(c) of the Original Agreement). 6. Recording. The Town shall record this Amendment in the office of the Pima County Recorder no later than ten days after it has been executed by the Parties. 7. Counterparts. 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 instrument. 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. 8. Conflicts. This Amendment is subject to A.R.S. § 38-511, which provides for cancelation in certain instances involving conflicts of interest. [SIGNATURE PAGE FOLLOWS] 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA Sr ROW LICENSE 2/26/2021 4:52 PM -4- 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA&ROW LICENSE 2/19/2021 1:25 PM - 55- 1 IN WITNESS WHEREOF, the Parties have executed this Amendment by their duly authorized representatives effective upon the last Party's signature date below or on the effective date of the Town's resolution approving and authorizing the signing of this Amendment,whichever is last. The "Town": The"Property Owner Entities": TOWN OF MARANA, an Arizona municipal MARANA MAIN STREET, LLC,an Arizona corporation limited liability company MARANA HOSPITALITY,LLC,an Arizona limited liability company By: MARANA HOSPITALITY II,LLC,an Arizona Ed Honea,Mayor limited liability company Date: By: p j .. t '(-'` ________ ATTEST: M.Chi's Monson,Manager Date: 4/ / gt Cherry L. Lawson,Town Clerk FIDELITY NATIONAL TITLE AGENCY,INC., an APPROVED AS TO SUBSTANCE: Arizona corporation,as Trustee under Trust No. 60434 and not otherwise 7 j /j") / ✓ Keith Brann,Town Engineer By: G ' ,,• ' .& e r 12.41tal ct 1 i4V 6i p$P,d Trust Officer APPROVED AS TO FORM: Vol / j Date: MARANA MAIN STREET DEVELOPMENT CORP, Jane Fairall,Town Attorney an Arizona corporation By: . _ '„i/',-/r 'G'it '�---' Tis Monson,President/CEO Date: ....57/ , } 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA&ROW LICENSE 2/19/20211:25 PM -6- STATE OF ARIZONA) Ss County of Pima ) The foregoing instrument was acknowledged before me on ,2021,by M.Chris Monson, Manager of MARANA MAIN STREET, LLC, an Arizona limited liability company, MARANA HOSPITALITY, LLC, an Arizona limited liability company, and MARANA HOSPITALITY II, LLC, an Arizona limited liability company, on behalf of the LLCs. (Seal) REFUGIO C.NAVARRO ty Notry Public.stated ���-V f, n.V�cflurm V- Sott nf„a Commission#573995 to Public Expires December 14.2023 ry STATE OF ARIZONA) ss County of Pima ) The foregoing instrument was acknowledged before me ort Yrr`k,, . g ,2021,by R01 the I Turnip seed, Trust Officer of FIDELITY NATIONAL TITLE AGENCY, INC., an Arizona corporation,as Trustee under Trust No. 60434 and not otherwise. (Seal) CADE J SHANAHAN 641S:e2leAAl7'a 1 NOTARY PUBLIC•STATE OF ARIZONA PIMA COUNTY COMMISSION#s9aeae NotaryPublic j) ) MY COMMISSION E%PIHES OECEMBERB 2024 STATE OF ARIZONA) ss County of Pima ) The foregoing instrument was acknowledged before me on L t ,2021,by M.Chris Monson, President/CEO of MARANA MAIN STREET DEVELOPMENT CORP, an Arizona corporation,on its behalf. (Seal) < 6e.71-1S-A-jj-le--‘---- ,.4,01*, No Public REFUGIO C.NAVARRO 4 . Notary Public.State or PIMA COUNTY toM .44f ti Commission#573995 E .fres December 14.2023 XH1BITS Exhibit A Emitter schedule for Town of Marana Roundabout landscaping 00073796.DOCX/4 FIRST AMENDMENT TO MARANA MAIN STREET DA&ROW LICENSE 2/19/20211:25 PM -7- EXHIBIT A MARANA MAIN STREET ROUNDABOUT-WATER USE ESTIMATE-12.17.20 EMMTTTER SCHEDULE WATERING DAYS PER MONTH(1 HOUR PER DAY) IPLANT SPECIES I I PLANT QUANTITY I GALLONS PER HOUR(GPH) JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC I TOTAL(GALLONS PER SPECIES) AGAVE AMERICANA'MEDIOPICTA ALBA' 4 2 1 3 5 7 11 10 7 6 5 5 3 1 512 WHITE CENTER STRIPE AGAVE BLUE GLOW AGAVE 26 1 1 3 5 7 11 10 7 6 5 5 3 1 1,664 BLUE GLOW AGAVE AGAVEOVATIFOLIA 3 1 1 3 5 7 11 10 7 6 5 5 3 1 192 WHALES TONGUE AGAVE AGAVE PARRY!VAR TRUNCATA 40 1 1 3 5 7 Il 10 7 6 5 5 3 1 2,560 ARTICHOKE AGAVE ALOE'BLUE ELF' 80 0.5 1 3 5 7 11 10 7 6 5 5 3 1 2,560 BLUE ELF ALOE BULBINE FRUTESCENCE'TINY TANGERINE 96 1 1 3 5 7 11 10 7 6 5 5 3 1 6,144 TINY TANGERINE MARINE EUPHORBIA ANTISYPHILITICA 80 0.5 1 3 5 7 31 10 7 6 5 5 3 1 2,560 (ANGUILLt EUPHORBIA RIGIDA 32 1 1 3 5 7 11 10 7 6 5 5 3 1 2,048 GOPHER PLANT HESPERALOE PARVIFLORA'PERPA' 10 1 1 3 5 7 11 10 7 6 5 5 3 1 640 BRAKED.),REO YUCCA MUHLENBERGIA EMERSLEYI'EL TORO' 10 2 1 3 5 7 11 10 7 6 5 5 3 1 1,280 EL TORO BULL GR4ss MUHLENBERGIA RIGIDA'NASHVILLE' 36 2 I 3 5 7 11 10 7 6 5 5 3 1 4,608 NASHVILLE MOH,GRASS NASSELLA TENUISSIMA 15 2 1 3 5 7 11 10 7 6 5 5 3 1 1,920 MEXICAN FEATHER GRASS PENSTEMON PARRYI 14 0.5 1 3 5 7 11 10 7 6 5 5 3 1 448 BARRI,PENSTEMON SPHAERALCEA AMBIGUA LOUIS HAMILTON 5 1 1 3 5 7 11 10 7 6 5 5 3 1 320 LOUIS HAMILTON GLOBE MALLOW TETRANEURIS ACAULIS 80 1 1 3 5 7 11 10 7 6 5 5 3 1 5,120 ANGELITASOAISY YUCCA RUPICOLA 119 0.5 1 3 5 7 11 10 7 6 5 5 3 1 3,808 TWIST LEAF YUCCA (TOTAL(GALLONS FOR ALL SPECIES) 36,384 Note:The number of"Watering Days Per Month"in this table is based on the City of Tucson's"Landscape Watering Guidelines"for"Medium Plant Water Use"in"Sandy Loam Soil".Plant water use for this landscape should be reduced (by halt)atter an establishment period of two years, according to"Low Plant Water Use"recommendations. Regular maintenance may require adjustments to irrigation and emitter schedule.