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HomeMy WebLinkAboutResolution 2022-039 Approving and Authorizing the Mayor to Sign Crossroads at Gladden Development AgreementGABRIELLA CAZARES-KELLY, RECORDER Recorded By: KKE DEPUTY RECORDER 5026 SMARA TOWN OF MARANA PICKUP SEQUENCE: 20221120085 NO. PAGES: 25 04/22/2022 9:57:41 MARANA RESOLUTION NO. 2022-039 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO SIGN THE CROSSROADS AT GLADDEN DEVELOPMENT AGREEMENT WHEREAS, on August 17, 2021, the Town Council adopted Ordinance No. 2021.018, approving the Crossroads at Gladden Specific Plan, rezoning 281 acres of land located along the west side of Interstate 10 approximately 575 feet northwest of the Tangerine Road and Interstate 10 interchange; and WHEREAS Ordinance No. 2021.018 provides that the rezoned property will be developed in accordance with a development agreement which must be adopted prior to approval of any plat or development plan for any portion of the rezoning area; and WHEREAS 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 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; and WHEREAS the Town Council finds that the Crossroads at Gladden 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, that the Crossroads at Gladden Development Agreement, as set forth on Exhibit A attached to and incorporated within this resolution by this reference, is hereby approved, the Mayor is authorized to execute it for and on behalf of the Town of Marana, 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 19th day of April, 2022. ATT v1---- Cherry L. La son, Town Clerk 00080532.DOCX /1 Resolution No. 2022-039 -* /J&t-��� Mayor Ed Honea APPROV AS TO FORM: Ja & Fairall, Town Attorney MARAMA AZ ESTABLISHED 1977 WHEN RECORDED, RETURN TO: THE CROSSROADS AT GLADDEN DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS DEVELOPMENT AGREEMENT (this "Agreement") is made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town"), TANGERINE 2021, LLC, a Delaware limited liability company (the "Owner" or "Developer"), and FIDELITY NATIONAL TITLE AGENCY INC., an Arizona corporation, solely in its capacity as trustee under Trust No. 60,528 and not in its corporate capacity (the "Title Company"). The Town, Developer, and Title Company are collectively referred to in this Agreement as the "Parties," each of which is sometimes individually referred to as a "Party." RECITALS A. The Owner acquired approximately 281 acres of land located in the Town limits, as depicted on the map attached as Exhibit "A" and legally described on Exhibit "B" (the "Propert "). Due to the recordation of the Final Block Plat (defined below) and the dedication of public rights-of-way, the Owner currently owns 272.3 acres. B. The Title Company holds legal title to the Property, as trustee, in trust for the benefit of the Owner. C. The Developer proposes to develop the Property as the Crossroads at Gladden (the "Project") in general accordance with the Development Regulations (as defined below). D. The Developer and the Town desire that the Project be developed in a manner consistent with the Development Regulations that apply to the Property as of the Effective Date, as amplified and supplemented by this Agreement. E. The Town and the Developer acknowledge that the development of the Property pursuant to this Agreement will result in planning and economic benefits to the Town and its residents. F. The Developer has made and by this Agreement will continue to make a substantial commitment of resources for public and private improvements on the Property. G. The following are among the development regulations that apply to the Property as of the Effective Date (collectively, the "Development Regulations"): i) The Town's written rules, regulations, procedures, and other policies relating to the development of land, whether adopted by the Mayor and Council or by Town Staff (collectively the "Marana Development Code"). ii) The future development of the Property shall be subject to the Crossroads at Gladden Specific Plan as adopted by the Town on August 17, 2021, via Ordinance No. 2021.018, as amended from time to time (the "Specific Plan"). 00078850.DOC A i Town of Marana DA: Crossroads at Gladden -1- iii) The final block plat for Crossroads at Gladden, Blocks 1-8 (the "Final Block Plat"), approved December 7, 2021, and recorded at Sequence No. 20213440123, Pima County Recorder's office. H. Ordinance No. 2021.018 requires the Owner, pursuant to a master traffic impact analysis (TIA) or other applicable Town of Marana codes or regulations, to design and construct improvements to the Interstate 10 and Tangerine Traffic Interchange, frontage roads, ramps, and adjacent roadways as recommended by the Town and the Arizona Department of Transportation ("ADOT") based on the submitted traffic studies. I. The Town believes that unless and until the Initial TI Improvements and the Crossroads Direct Improvements (as each is defined in Exhibit "C" attached, and collectively referred to herein as the "Developer -Constructed Transportation Improvements") are constructed, the transportation infrastructure in the vicinity of the Property may not be sufficient to accommodate the Project at opening year in accordance with the Development Regulations. J. The Town believes that unless and until the Tangerine TI Improvements (as defined in Exhibit "D" attached) are constructed, the transportation infrastructure in the vicinity of the Property may not be sufficient to accommodate the Project at full build -out in accordance with the Development Regulations. K. The Master Studies referenced in Ordinance No. 2021.018 and Sections 2.5, 2.10, 2.11, and 2.14 of the Ordinance have been completed by the Developer and approved by the Town. L. 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. WRO10, 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). M. Pursuant to the Gladden Farms II Development Agreement entered into between the Town of Marana and the developer of the Gladden Farms II project, recorded at Docket 12758, Page 2249 (Sequence No. 20060470594), Pima County Recorder's Office, as amended, the developer of the Gladden Farms II project is required to pay one-half of the estimated cost of the Town's design and construction of traffic signals at the intersections of Clark Farms Boulevard and Mike Etter Boulevard and Clark Farms Boulevard and Tangerine Road. N. The Project contemplated by this Agreement is in compliance with the Town's adopted and approved General Plan (as defined in A.R.S. § 9-461). O. The development contemplated by this Agreement is in compliance with the Specific Plan. P. 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 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. 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -2- AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Agreement, the Parties hereby agree as follows: Article 1. Development. 1.1. Development review. The Property shall be developed in a manner consistent 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 Property. Upon the Developer's compliance with the applicable development review and approval procedures and substantive requirements of the Development Regulations, the Town agrees to issue such permits or approvals for the Project as may be requested by the Developer. 1.2. Phasing of development. The individual blocks that make up the Property may be conveyed and developed in any order, subject to compliance with the requirements of this Agreement. 1.2.1. If an individual block of the Property is conveyed and will not be further subdivided, the Developer shall be required to post substitute forms of assurance for all improvements shown on the Final Block Plat and improvement plans for the Final Block Plat for that individual block in the form of a cash account, performance bond, or letter of credit to allow the block to be released from the third party trust (Trust No. 60,528) and to assure completion of the subdivision infrastructure required to serve only that individual block, unless the Town has previously released the assurances for the individual block. Upon the posting of appropriate substitute subdivision assurances for the individual block, the master subdivision assurances posted for the Final Block Plat shall automatically terminate with respect to particular subdivision infrastructure that serves only that individual block. Nothing in this paragraph precludes Developer and the owner of the individual block from separately agreeing that the owner of the individual block will post the substitute forms of assurance on behalf of the Developer. 1.2.2. If an individual block of the Property is conveyed and will be further subdivided, the developer of that individual block will need to provide the Town with appropriate substitute subdivision assurances for the completion of subdivision infrastructure required to serve only that individual block, unless the Town has previously released the assurances for the individual block. Upon the posting of appropriate substitute subdivision assurances for the individual block, the master subdivision assurances posted for the Final Block Plat shall automatically terminate with respect to particular subdivision infrastructure that serves only that individual block. 1.3. Zoning and plat conditions. The Developer agrees to fulfill all conditions outlined in the Development Regulations. 1.4. Determination of no hazard to air navigation. Those portions of the Property located within 20,000 feet (3.8 miles) of Marana Regional Airport shall submit an FAA -7460 form to the Federal Aviation Administration and receive a "Determination of No Hazard to Air Navigation" from the Federal Aviation Administration before any construction or alteration of improvements with an intended height greater than an imaginary surface extending outward and upward at a 100 to 1 slope for a horizontal distance of 20,000 feet from the nearest point of the nearest runway of the Airport. 00078850.DoC /t i Town of Marana DA: Crossroads at Gladden -3- 1.5. Cultural resources. Development of the Property shall meet all Town requirements set forth in Chapter 17-12 of the Marana Development Code related to Protection of Cultural Resources. 1.6. Site built construction and building permits. All construction on any portion of the Property, whether sold in bulk or individually, whether subdivided or not, shall be site built and shall require building permits. 1.7. Compliance with residential and commercial design standards. All residential and commercial construction on any portion of the Property shall be constructed in accordance with the then current residential and commercial design standards as adopted by the Town of Marana as of the Effective Date, and the design guidelines set forth in the Specific Plan. 1.8. Effect of sale of a portion of the Property. The Developer anticipates that it will sell portions of the Property to third parties after this Agreement is executed, and in any event before the obligations of the Developer under this Agreement are satisfied. Upon that event, for purposes of the performance of the Developer's obligations under this Agreement, the term "Developer" shall jointly and severally include each and every owner of any portion of the Property, subject to paragraphs 10.10 and 10.11 below. 1.9. Town review and approval of plans. Except as expressly provided in this Agreement, the development and construction of all public improvements for the Property are subject to the Town's normal plan submittal, review and approval procedures and construction inspection requirements. Article 2. Transportation Improvements. 2.1. Road right-of-way dedications. The Developer dedicated to the Town rights-of-way for Clark Farms Boulevard and Crossroads Trail via the Final Block Plat. The previous owner of the Property dedicated rights-of-way to the Town for Tangerine Road. 2.2. Transportation improvements. The Developer shall fund the design and construction of the Developer -Constructed Transportation Improvements listed in Exhibit "C" and shall dedicate to the Town without cost all right-of-way necessary for the Developer -Constructed Transportation Improvements. Developer will have no obligation to dedicate any right-of-way for the Tangerine TI Improvements. The Developer shall also fund the design and constructon of Clark Farms Boulevard from Tangerine Road to Mike Etter Boulevard as a four lane divided road compliant with Town standard 120-1, as required by section 2.6.b of Ordinance No. 2021.018. 2.3. Timing of construction of Developer -Constructed Transportation Improvements. Town will not require construction of any of the Developer -Constructed Transportation Improvements described in Exhibit C prior to issuance of certificates of occupancy for up to 25,000 square feet of cumulative structure(s) on Blocks 1 through 5, inclusive, 7, and 8 of the Property. Town will require substantial completion of construction of the Developer -Constructed Transportation Improvements described in Exhibit C, Section I (Initial TI Improvements) and Sections II.1 (Crossroads Trail), 1I.3 (Tangerine Road and Crossroads Trail), and II.4 (Traffic Signals) prior to issuance of certificates of occupancy in excess of 25,000 square feet of cumulative structure(s) on Blocks 1 through 5, inclusive, 7, and 8 of the Property. Town will require substantial completion of construction of all of the Developer -Constructed Transportation Improvements described in Exhibit C prior to issuance of any certificate of occupancy on Block 6. The Town's 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -4- right to withhold certificates of occupancy is a contract right granted by this Agreement, and is granted notwithstanding any right of the Developer or its successors in interest to receive certificates of occupancy pursuant to the Marana building codes. 2.4. Developer contribution to Tangerine TI Improvements. In addition to construction of the Developer -Constructed Transportation Improvements, the Developer shall contribute $2,600,000 to the design and construction of the Tangerine TI Improvements as those improvements are described in Exhibit "D" attached (the "In Lieu Contribution"). Within 60 days after the Effective Date, the Developer shall pay to the Town $600,000 in cash and deliver a performance bond or bonds in the amount of $2,000,000 in the customary form required by the Town. The Developer will replace the performance bond with cash in the amount of $2,000,000 within ten business days after the Developer's receipt of written notice from the Town that it has approved a Guaranteed Maximum Price (GMP) for roadway construction costs from the Town's Construction Manager At Risk for the reconstruction of Tangerine Road east of Interstate 10, which includes the Tangerine Road TI Improvements as described in Exhibit D. Town will deposit the In Lieu Contribution in either a separate account within the Town's General Fund or a separate book or ledger entry designation for the purpose of constructing the Tangerine TI Improvements. Developer's payment of the In Lieu Contribution is Developer's sole obligation with respect to the Tangerine TI Improvements, as those improvements are defined in Exhibit D. Developer will not have any other obligations to make any financial, in-kind, or other contributions for the Tangerine TI Improvements and the Town will pursue the design and construction of the Tangerine TI Improvements and the collection of any required additional funds and land dedications without further contribution from Developer. Developer will have no obligation to dedicate any right-of-way or other land for the Tangerine TI Improvements. 2.5. Other traffic studies and revised transportation improvements 2.5.1. The Developer or any successor owner of all or any portion of the Property may be required to provide additional traffic studies during the platting and development plan process for the Project as determined by the Town. The Developer or any successor owner of all or any portion of the Property shall pay for and/or provide additional transportation improvements and dedications the Town or ADOT reasonably requires based on the findings of those studies, except as otherwise provided in this paragraph 2.5. The Town Engineer is authorized to waive, in writing, any transportation improvement required by this Article if a traffic study approved by the Town indicates that the Project may be safely served without the waived transportation improvement. 2.5.2. The Developer will not be required to pay for and/or provide additional transportation improvements and dedications in connection with, or as part of, the Tangerine TI Improvements, as those improvements are defined in Exhibit D. Nothing in this subparagraph 2.5.2 precludes the Developer from being required to pay for or provide future additional transportation improvements related to the Tangerine Road and I-10 traffic interchange if Developer proposes different uses for the Property that (a) have materially different traffic impacts and (b) that the Town reasonably requires based on the findings of future additional traffic studies. 2.5.3. Notwithstanding Section 2.7 of Ordinance No. 2021.018, the Developer shall not be required to provide a second master traffic impact analysis (TIA) identifying any 00078850. DOC /11 Town of Marana DA: Crossroads at Gladden -5- additional traffic improvements that must be in place prior to the issuance of any Certificate of Occupancy for any portion of the Project. 2.6. Other Arizona Department of Transportation Requirements. ADOT controls and issues permits for all roadway construction, modification, and access affecting Interstate 10 and the Interstate 10 frontage roads. To the extent ADOT access or improvement requirements are inconsistent with the required Transportation Improvements, representatives of the Parties shall meet in good faith to modify this Agreement to address ADOT infrastructure improvement requirements. Article 3. Sewer Infrastructure Requirements. 3.1. Offsite sewer. Each connection to the T/D Gravity Sewer shall be responsible for payment of the protected facility charge existing as of the time of building permit for its fair -share portion of the Town's cost to construct the T/D Gravity Sewer, payable upon application for a building permit for construction to be connected to the T/D Gravity Sewer. As of the date of this Agreement (and subject to amendment by the Marana Town Council), the protected facility fee is $519.67 per equivalent demand unit (EDU). 3.2. Onsite sewers. The Developer shall construct onsite sewers pursuant to standard Town agreements to construct new facilities and standard Town subdivision infrastructure assurance agreements, with any amendments mutually agreed upon between the Town and the Developer. Article 4. Water Infrastructure Requirements. 4.1. Onsite potable water distribution system. The Developer shall construct onsite potable water distribution infrastructure pursuant to standard Town agreements to construct new facilities and standard Town subdivision infrastructure assurance agreements, with any amendments mutually agreed upon between the Town and the Developer. 4.2. Transfer of grandfathered water rights. After the termination of farming activities and before development of one or more individual blocks of the Property, the Owner and/or the developer of any individual block 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 appurtenant 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. 4.3. Non -potable system. The Developer shall develop and construct a secondary non - potable irrigation system, dedicated to the Cortaro-Marana Irrigation District (CMID) in accordance with its requirements, to distribute non -potable water to common areas and other landscaped areas owned or to be owned by a property owners' association serving the individual block of the Final Block Plat or by the owner of the individual block. Article 5. Other Public Facilities and Infrastructure Requirements. 5.1. Undergrounding of CMID channel. The Developer shall underground the Cortaro- Marana Irrigation District (CMID) irrigation channel within or adjacent to the Property and within perimeter easements or the nearest half of a street or right-of-way in accordance with a plan and schedule approved by the Town engineer, CMID, and the Developer, as required by Marana Town Code Sections 17-5-3(B)(17) and 17-6-4 , in effect as of the Effective Date. If the Property is developed in phases, the irrigation channel adjacent to the portion of the Property 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -6- then being developed will be undergrounded in accordance with a plan and schedule approved by the parties and the CMID. 5.2. Bank protection. In compliance with Town Ordinance No. 99.02, the Developer shall pay $500 per acre of affected Property, resulting in a total required payment of $136,150, for the Lower Santa Cruz Levee construction with respect to the entire Property. The Developer shall pay this obligation at the time of issuance of any grading permit for the Property on a pro -rata basis for the property subject to the grading permit. 5.3. Onsite private recreational facilities. Residential areas within the Project shall comply with the recreational area requirements of Marana Town Code Section 17-5-3, in effect as of the Effective Date. 5.4. School improvement contribution. A $1,200 per residential unit contribution (the "School Improvement Contribution") shall be due and payable at the time building permits are issued for each residential permit within the Property. 5.5. Compliance with state and federal laws and regulations. No approval, permit or authorization of the Town authorizes the Developer to violate any applicable federal or state laws or regulations, or relieves the Developer from the responsibility to ensure compliance with all applicable federal and state laws and regulations, including but not limited to the Endangered Species Act and Clean Water Act. Article 6. Development Impact Fees and Credits 6.1. Development impact fees. Nothing 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 Property. All development within the 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 Property: 6.2. Northwest Street Facilities Development Impact Fee. The Town's current Northwest Street Facilities Development Impact Fee is $3,719 per equivalent demand unit (EDU), per Marana Ordinance No. 2017.029 (applying the methods and equivalencies set forth in the 2017 street facilities development impact fee report for development other than a single family residence). 6.3. 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 (or the development impact fee applicable to development other than a single family residence, if any). 6.4. 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. 6.5. Water Infrastructure Development Impact Fee. The Town's current Water Infrastructure Development Impact Fee is $2,331 per equivalent demand unit (EDU) for a 5/8" 00078850.DOC /1 I Town of Marana DA: Crossroads at Gladden -7- water meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana Ordinance No. 2017.029. 6.6. 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" water meter, per Marana Ordinance No. 2017.029. Fees for larger water meters are as set forth in Marana Ordinance No. 2017.029. 6.7. 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. 6.8. Northwest Streets Development Impact Fee Reimbursements. The Developer is entitled to current impact fee credits towards the Northwest Streets Development Impact Fee in the amount of $3,069,679 based on the contributions and dedications listed in paragraphs 6.8.1.1 through 6.8.1.3 below (the "Current Impact Fee Credits"). Additionally, the Developer is entitled to receive credit towards the Northwest Streets Development Impact Fee for any additional improvements the Developer contributes to, pays for, constructs, or provides dedications for that are included in the Town's streets facilities infrastructure improvements plan (IIP) (the "Future Impact Fee Credits"). Collectively, the Current Impact Fee Credits and Future Impact Fee Credits are referred to as the "Impact Fee Credits." The Impact Fee Credits shall be in the form of a quarterly reimbursement to the Developer. The Town shall collect the full Northwest Streets Development Impact Fees from development within the Property as they become due, and will deposit the funds in either a separate account within the Town's General Fund or a separate book or ledger entry designation for the purpose of making reimbursement payments to the Developer (the "Reimbursement Account"). The Town shall pay to the Developer within the first 45 days of each calendar quarter all funds in the Reimbursement Account, beginning the first calendar quarter after the Town has funds in the Reimbursement Account. The reimbursement amount will be applied on a "first dollar" basis and not prorata on a per acre basis, e.g., if the Impact Fee Credits at the beginning of a calendar quarter are $3,069,679 and the Town issues building permits requiring development impact fees of $500,000 in such calendar quarter, the Town will collect the $500,000 development impact fees from the applying party(ies). Within the first 45 days of the following calendar quarter the Town will pay the $500,000 to Developer and the Impact Fee Credit balance will be reduced to $2,569,679. 6.8.1. The Current Impact Fee Credits consist of the following: 6.8.1.1. Tangerine Road/fka Tangerine Farms Road. The Tangerine Farms Improvement District assessment for the original property in the amount of $2,475,679. 6.8.1.2. Clark Farms Boulevard. The right of way dedication for Clark Farms Boulevard consisting of 5.37 acres at $30,000.00 per acre, totaling $161,100.00. 6.8.1.3. Tangerine (,Farms) Road. The right-of-way dedication for Tangerine (Farms) Road, consisting of 14.43 acres at $30,000 per acre, totaling $432,900.00. 6.8.2. Tangerine TI Improvements. The Town intends to include the Tangerine TI Improvements in its 2022 streets IIP, which has yet to be approved by the Marana Town Council. If the Tangerine TI Improvements are included in the approved IIP, development within the Property will be subject to the revised Northwest Streets Development Impact Fees. 00078850.DoC iI 1 Town of Marana DA: Crossroads at Gladden -8- Additionally, the Developer will receive Future Impact Fee Credits for its contribution to the Tangerine TI Improvements, as described in paragraph 2.4 above. Article 7. Cooperation and Alternative Dispute Resolution. 7.1. Appointment of representatives. To further the commitment of the Parties to cooperate in the progress of the Development, the Town and the Developer each shall designate and appoint a representative to act as a liaison between the Town and its various departments and the Developer. The initial representative for the Town (the "Town Representative") shall be the Development Services Director, and the initial representative for the Developer shall be Dean Wingert or a replacement to be selected by the Developer. The representatives shall be available at all reasonable times to discuss and review the performance of the Parties to this Agreement and the development of the Property. 7.2. Timing. The Town acknowledges the necessity for prompt review by the Town of all plans and other materials (the "Submitted Materials") submitted by the Developer to the Town hereunder or pursuant to any zoning procedure, permit procedure, or other governmental procedure pertaining to the development of the Property and agrees to use its best efforts to accomplish such prompt review of the Submitted Materials whenever possible. 7.3. Default; remedies. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non -Defaulting Party") shall be entitled to give written notice in the manner prescribed in Article 9 below to the Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be corrected. The Defaulting Party shall then have (i) twenty days from the date of the notice within which to correct the default if it can reasonably be corrected by the payment of money, or (ii) thirty days from the date of the notice to cure the default if action other than the payment of money is reasonably required, or if the non -monetary default cannot reasonably be cured within sixty days, then such longer period as may be reasonably required, provided and so long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this paragraph, then the Non -Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in paragraphs 7.4 and 7.5 below. The Parties agree that due to the size, nature and scope of the Development, and due to the fact that it may not be practical or possible to restore the Property to its condition prior to Developer's development and improvement work, once implementation of this Agreement has begun, money damages and remedies at law will likely be inadequate and that specific performance will likely be appropriate for the enforcement of this Agreement. This paragraph shall not limit any other rights, remedies, or causes of action that either party may have at law or in equity. If Developer conveys a portion of the Project to any third party, a default by Developer will not be a default by any such third party and a default by any third party will not be a default by Developer or any other third party. To the extent that the Town has the right to terminate this Agreement upon the default by Developer, any such termination will only apply to the Developer or third party that is in default and Town may not terminate this Agreement as to the Developer or any third party that is not in default under this Agreement. 7.4. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve between themselves, the Parties agree that there shall be a forty-five day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding 00078850.DOC X11 Town of Marana DA: Crossroads at Gladden -9- mediation before commencement of arbitration. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by Developer and the Town. If the Parties cannot agree upon the selection of a mediator within seven days, then within three days thereafter the Town and the 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 mediator selected shall have at least five years' experience in mediating or arbitrating disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town and the Developer. The results of the mediation shall be nonbinding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. 7.5. Arbitration. After mediation (paragraph 7.4 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 both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. § 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. To the extent permitted by applicable law, any notice of claim requirement shall be tolled during any moratorium or mediation and arbitration proceedings. Article 8. Protected Development Rights To ensure reasonable certainty, stability and fairness to the Developer and the Town for a reasonable period of time, the Developer and the Town agree that the zoning designations, uses, densities, and intensities of use, that now apply to the Property, as amended by this Agreement, shall remain in effect and shall not be changed for a period of five years after the execution of this Agreement without the agreement of the Developer. Town agrees that Developer's (or its predecessor's) dedications, construction and installation of public improvements, and payments give Owner a common law vested right to develop the Project in accordance with this Agreement and the Development Regulations. Article 9. Notices and Filings. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, if to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: Town of Marana Town Manager 11555 W. Civic Center Drive Bldg. A-3 Marana, Arizona 85653-7006 To the Developer: Tangerine 2021, LLC 333 E. Wetmore Road, Suite 250 Tucson, AZ 85705 00078850. DOC /I 1 Town of Marana DA: Crossroads at Gladden -10- Article 10. General Terms and Conditions. 10.1. Term. After its execution by the Parties, this Agreement shall become effective upon the date this Agreement is recorded in the official records of Pima County, Arizona (the "Effective Date"). The term of this Agreement shall begin on the Effective Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on the twentieth anniversary of the Effective Date, except that any then pending Payments shall be paid by Town to Developer. If the Parties determine that a longer period is necessary for any reason, the term of this Agreement may be extended by written agreement of the Parties. The Developer shall be entitled to terminate this Agreement if the Town materially impairs the development entitlements on the Property granted by this Agreement. 10.2. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or the Developer of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 10.3. Attorney,. If any Party brings a lawsuit against any other Party to enforce any of the terms, covenants or conditions of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party, in an amount determined by the court and not by the jury. Nothing in the use of the word "lawsuit" in the preceding sentence shall constitute a waiver of paragraph 7.5 requiring disputes to be resolved by binding arbitration. 10.4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. 10.5. Headings. The descriptive headings of this Agreement are intended to be used to assist in interpreting the meaning and construction of the provisions of this Agreement. 10.6. Recitals. The Recitals set forth at the beginning of this Agreement are hereby acknowledged and confirmed to be accurate. 10.7. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been incorporated in this Agreement by reference with the same force and effect as if fully set forth in the body of this Agreement. 10.8. Further acts. Each of the Parties shall execute and deliver all documents and perform all acts as reasonably necessary, from time to time, to carry out the matter contemplated by this Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith and process promptly any requests and applications for plat or permit approvals or revisions, and other necessary approvals relating to the development of the Property by the Developer and its successors. 10.9. Time essence. Time is of the essence for purposes of this Agreement. 10.10. Successors. All of the provisions of this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties except as provided in paragraph 10.11 below. Unless and until the Town consents to an assignment of rights and obligations under this Agreement, 00078850.DoC iI i Town of Marana DA: Crossroads at Gladden -11- the Town may enforce the Developer's obligations under this Agreement against the Developer and its successor in interest and assigns. If Developer (or any successor in interest or assign) assigns all of its rights and obligations under this Agreement and the Town approves the assignment, the liability of the assigning party under this Agreement shall terminate effective upon the assumption of those liabilities by the assignee. The Town may not unreasonably withhold, delay or condition its approval of assignment under this paragraph. 10.11. Termination upon sale to end purchaser or user. This Agreement shall terminate without the execution or recordation of any further document or instrument as to any lot or block which has been finally subdivided and individually (and not in "bulk") leased (for a period of longer than one year) or conveyed to an end purchaser or user and thereupon such end purchaser or user and lot or block shall be released from and no longer be subject to or burdened by the provisions of this Agreement. The Town and the Developer will execute such documents and instruments as the end purchaser or user or a title company requires in order to effectuate the intent of this paragraph. 10.12. No partnership and third parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between the Developer and the Town. No term or provision of this Agreement is intended to, or shall be for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. 10.13. Other instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably request or appropriate to evidence or give effect to the provisions of this Agreement. 10.14. Imposition of duty by law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. 10.15. Entire agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 10.16. Amendments to agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith pursue any amendments to this Agreement that are reasonably necessary to accomplish the goals expressed in the Final Plat and Specific Plan as amended by this Agreement. Within ten days after any amendment to this Agreement, it shall be recorded in the office of the Pima County Recorder by and at the expense of the Party requesting the amendment. 10.17. Names and plans. The Developer shall be the sole owner of all names, titles, plans, drawings, specifications, ideas, programs, ideas, designs, and work products of every nature at any time developed, formulated or prepared by or at the instance of the Developer in connection with the Property or any plans; provided, however, that in connection with any conveyance of portions of the infrastructure as provided in this Agreement such rights pertaining to the portions of the infrastructure so conveyed shall be assigned to the extent that such rights are assignable, to the appropriate governmental authority. 10.18. Good standing; authority. The Developer represents and warrants to the Town that it is duly formed and validly existing under the laws of Arizona and is authorized to do business in the 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -12- state of Arizona. The Town represents and warrants to the Developer that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 10.19. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town from undertaking any contractual commitment to perform any act under this Agreement, this Agreement shall remain in full force and effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, the Developer shall be entitled to terminate this Agreement. 10.20. Governing law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver of paragraph 7.5, requiring disputes to be resolved by binding arbitration. 10.21. Interpretation. This Agreement has been negotiated by the Town and the Developer, and no party shall be deemed to have drafted this Agreement for purposes of construing any portion of this Agreement for or against any party. 10.22. Recordation. The Town shall record this Agreement in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Developer. 10.23. No developer representations. Nothing contained in this Agreement shall be deemed to obligate the Town or the Developer to complete any part or all of the development of the Property. 10.24. Approval. If any Party is required pursuant to this Agreement to give its prior written approval, consent or permission, such approval, consent or permission shall not be unreasonably withheld or delayed. 10.25. Force majeure. If any Party shall be unable to observe or perform any covenant or condition of this Agreement by reason of "force majeure," then the failure to observe or perform such covenant or condition shall not constitute a default under this Agreement so long as such Party shall use its best effort to remedy with all reasonable dispatch the event or condition causing such inability and such event or condition can be cured within a reasonable amount of time. "Force ma.eure," as used in this paragraph, means any condition or event not reasonably within the control of such party, including without limitation, "acts of God," strikes, lock -outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; pandemics, landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; supply chain disruptions; shortages of labor or materials; and partial or entire failure of utilities. Failure to settle strikes, lock -outs and other disturbances of employer/employee relations or to settle legal or administrative proceedings by acceding to the demands of the opposing Party or Parties, in either case when such course is in the judgment of and unfavorable to a Party shall not constitute failure to use its best efforts to remedy such a condition. 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -13- 10.26. Conflict of interest. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. 10.27. Prop 207 Waivers. By signing this Agreement, the Developer waives any and all rights to make a claim for diminution in value under the Private Property Rights Protection Act, A.R.S. § 12- 1131 et seq., resulting from this Agreement, or resulting from remedies resulting from enforcing the terms of this Agreement. 10.28. Estoppel Certificate. Town will, upon reasonable request by Developer, provide an estoppel certificate to Developer, or any prospective lender, investor, or purchaser, certifying that (i) this Agreement is in full force and effect, (ii) no default, or act or omission that with the giving of notice and/or passage of time could become a default, by Developer exists hereunder (or, if appropriate, specifying the nature and duration of any existing default), and (iii) such other certifications as Developer, or any prospective lender, investor, or purchaser may reasonably request 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -14- IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. TOWN: THE TOWN OF MARANA, an Arizona municipal corporation By: t Ed Honea, Mayor Date: AT sT: Cherry L. Lawso Clerk APPROVED AS TO FORM: 4za6--'� Ja airall, Town Attorney 00078850.DOC n i Town of Marana DA: Crossroads at Gladden -15- DEVELOPER: TANGERINE 2021, LLC, a Delaware limited liability By4j;= Name: Title: FIDELITY NATIONAL TITLE AGENCY INC., an Arizona corporation, solely in its capacity as trustee under Trust No. 60,528 and not in its corporate capacitJy"as trustee under T t No. 60,528 5 By: Name: Rachel Turni seed - Title: Trust Officer STATE OF ARIZONA ) ` ) ss County of lea WWI CDpi ) The foregoing instrument was acknowledged QWn U -W qgjg' , the AuktIDA-Ud 5i4na-W liability com any, on behalf thereof. r -pi (I A k - LQ Notary Public Kelly Penuela Notary Public Maricopa County, Arizona My Comm. Expires 12-15-25 Commission No. 617494 STATE OF ARIZONA ) ) ss County of Pima ) before me on AcP(1.1 ( 1 Q , 2022, by of TANGERINE 2021, LLC, a Delaware limited The foregoing instrument was acknowledged before me on April 18 , 2022, by Rachel Turni sp eed, the Trust Officer of FIDELITY NATIONAL TITLE AGENCY INC., an Arizona corporation, solely in its capacity as trustee under Trust No. 60,528 and not in its corporate capacity as trustee under Trust No. 60,528, on beh ereof. St1ERRY C3. sWQ• SOURt Notary wbYc - Sb+la of aimna P"ACOMM Notary Public c4MMWM#WW9 EON November 15,2M4 (Seal) 00078850.DOC /I I Town of Marana DA: Crossroads at Gladden -16- Exhibit A Property Map 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -1- ..,..-• =xt' mex. ---" -.`::ern .-,.�r:..�.; .. z.w;..�.. .�;; rS� -� "r, _....- �. ';I �. ..-°xp E .y S� C A' f U Y ♦ r k"!h,'if � �� ya �Q� •Vf ::� i ,� F,, m Ov¢ m ' r Exhibit B Property Legal Description 00078850.DOC /11 Town of Marana DA: Crossroads at Gladden -1- Exhibit B Property Legal Description Blocks 1 through 8, inclusive, as identified on the FINAL BLOCK PLAT FOR CROSSROADS AT GLADDEN BLOCKS 1 — 8, recorded in the Official Records of Pima County, Arizona, at Sequence No. 20213440123. Exhibit C Developer -Constructed Transportation Improvements I - Initial TI Improvements: Tangerine and Interstate 10 Traffic Interchange. The Developer shall construct improvements to the Tangerine and Interstate 10 Traffic Interchange (the "Tangerine TI") described as follows: 1. Tangerine Road/I-10 Westbound Frontage Road and Off Ramp. The Developer shall construct a westbound left -turn lane within the ADOT right of way of the westbound off ramp, with as much storage as ADOT will allow, construction of which may include relocation of signal poles, utility poles, and roadway appurtenances, and addition of new signal poles and heads, so as to produce a fully functional traffic signal, with the following configuration for the westbound off ramp: one exclusive left -turn lane, one shared through/left-turn lane and one exclusive right -turn lane. 2. Tangerine Road between the I-10 EB Ramps and the I-10 WB Frontage Road/Ramp. The Developer shall restripe the existing pavement for Tangerine Road to provide two westbound through lanes, one westbound left -turn lane that extends the full distance between signals, one eastbound left -turn lane that extends the full distance between signals, and one eastbound through lane, for a total of five lanes. The restriping shall include transitions on approach to and departing from the restriping area to meet engineering standards. The restriping shall be accomplished according to industry standards, and will include complete obliteration of existing pavement markings, sealing of obliteration scars according to ADOT requirements, which may include a curb -to -curb surface seal, and remarking of pavement lines according to ADOT materials specifications. 3. Tangerine Road/I-10 Eastbound Ramps Intersection. The Developer shall construct restriping and modifications to the median on the west leg of the intersection to provide additional storage for the eastbound left turn at the WB I-10 Frontage Road, to align with striping modifications between signalized intersections. Median modifications shall include removal of at least 150 feet of median, and include appropriate entrance tapers, signing and striping. II — Crossroads Direct Improvements: 1. Crossroads Trail. The Developer shall reconstruct Crossroads Trail to a three -lane major collector road to the Town's standard detail 110-3. All truck turning movements must be accommodated by the roadway cross section. 2. Block 6 Improvements. The Developer shall construct three access driveways on Tangerine Road south of Block 6 of the Final Block Plat and a traffic signal as follows: • Block 6 West Driveway. The Developer shall construct this driveway at the existing median break east of the Tangerine Road and Clark Farms Boulevard intersection with stop control for the northbound and southbound approaches. The lane configuration for this intersection, shall be: o Southbound: a total of three lanes, serving inbound and outbound traffic. 00078850.DOC /1 l Town of Marana DA: Crossroads at Gladden -1- o Eastbound: One left -turn lane, two through lanes, and one right -turn lane (all of which already exist). o Westbound: One left -turn lane, two through lanes, one right -turn lane (all of which already exist). • Block 6 Main Driveway. The Developer shall construct this intersection at the existing median break west of the Tangerine Road and Crossroads Trail intersection. The lane configuration for this intersection shall be: o Southbound: One left -turn lane and one shared-through/right turn lane. o Eastbound: One left -turn lane, two through lanes, and one right -turn lane (all of which already exist). o Westbound: One left -turn lane, two through lanes, and one right -turn lane (reconstruct the existing westbound right -turn lane to provide a minimum of 150 feet of storage). • Block 6 East Driveway. The Developer shall construct this intersection west of the Tangerine Road and Crossroads Trail intersection with a right- in/right-out driveway. The lane configuration for this intersection shall be: o Southbound: One right -turn lane. o Eastbound: Two through lanes (all of which already exist). o Westbound: Two through lanes (which already exist), and one right -turn lane (150 feet minimum storage). • Block 6 Traffic Signal. The Developer shall design and construct a traffic signal at the intersection of Tangerine Road and Block 6 Main Driveway. 3. Tangerine Road and Crossroads Trail. The Developer shall replace the painted median northwest of the intersection of Tangerine Road and Crossroads Trail with a raised median built in accordance with the standard detail for an arterial road cross-section. Additionally, the Developer shall reconstruct the intersection with the following lane configuration: • Southbound: Two left -turn lanes (minimum 200 feet of storage each lane), and one right -turn lane. • Eastbound: One left -turn lane and two through lanes (all of which already exist). • Westbound: Two through lanes and one right -turn lane (which already exist), and one left turn lane (U-turn opportunity). 4. Traffic Signals • The Developer shall design and construct a traffic signal at the intersection of Tangerine Road and Crossroads Trail. • The developer of the Gladden Farms II project is required to pay for one half of the design and construction costs for traffic signals at the 00078850.DOC /l 1 Town of Marana DA: Crossroads at Gladden -2- intersections of Clark Farms Boulevard and Mike Etter Boulevard and at Clark Farms Boulevard and Tangerine Road. The Developer shall be responsible for the costs to design and construct the remaining one half of the traffic signals, except that if the developer of the Gladden Farms II project fails to satisfy its obligation regarding the traffic signals, the Developer shall design and construct the traffic signals at these two intersections, and shall be responsible for the full costs of the design and construction. 00078850.DOC /l l Town of Marana DA: Crossroads at Gladden -3- Exhibit D — Tangerine TI Improvements Tangerine and Interstate 10 Traffic Interchange. The Town shall construct improvements to the Tangerine and Interstate 10 Traffic Interchange (the "Tangerine TI"), frontage roads, ramps, and adjacent roadways in conjunction with Town's reconstruction of Tangerine Road east of Interstate 10, described as follows: 1. Tangerine RoadII-10 TI Abutment Lanes. Construction shall include the addition of one new westbound lane and one new eastbound lane constructed behind existing abutments for the I-10 Mainline overpass. The Abutment Lanes will accommodate the new lane assignments described below. a. Construction of Abutment Lanes shall include restriping under the Mainline I-10 for a five -lane cross-section, and shall include two westbound lanes (one of which is an Abutment Lane), two westbound left -turn lanes that extends the distance between traffic signals, one eastbound left turn that extends the full distance between traffic signals, and two eastbound lanes (one of which is an Abutment Lane). 2. Tangerine Road/I-10 Eastbound Ramps Traffic Signal. Construction shall include relocation of the signalized intersection of Tangerine Road and the I-10 eastbound ramps to a point approximately equal to the location of the decommissioned frontage road. 3. Tangerine Road/I-10 Eastbound Ramps. Construction shall include the following lane configurations: a. Eastbound I-10 offramp: one left -turn lane, one left/through lane, and one right - turn lane b. Eastbound I-10 onramp: two onramp lanes tapering to a single onramp lane onto I-10, designed to current ADOT standards c. Eastbound Tangerine Road: two through lanes and two right -turn lanes, each with a minimum of 350 feet of storage, both of which replace the existing right - turn lane that has approximately 370 feet of storage. d. Westbound Tangerine Road: two left turn lanes and two through lanes. 00078850.DOC A I Town of Marana DA: Crossroads at Gladden -4-