HomeMy WebLinkAboutResolution 2024-082 Approving and Authorizing the Mayor to Execute the First Amendment to Payson Farms Development Agreement MARANA RESOLUTION NO. 2024-082
RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR
TO EXECUTE THE FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT
AGREEMENT
WHEREAS AMH Development, LLC and AMH Remington Ranch Development
TRS, LLC, (collectively, the "Developer") are the current master developers of the
Remington Ranch development project, formerly known as Payson Farms, located
generally southeast of North Sanders Road and south of West Barnett Road; and
WHEREAS the Town and the Developer's predecessors in interest entered into the
Payson Farms Development Agreement recorded in the office of the Pima County
Recorder on January 14, 2005 at Sequence 20050101016 (the "Original DA"); and
WHEREAS the Town and the Developer have negotiated an amendment to the
Original DA to address changed circumstances related to the development; and
WHEREAS the Mayor and Council find that entering into the First Amendment to
the Payson Farms Development Agreement is in the best interest of the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF MARANA, ARIZONA, that the First Amendment to the Payson Farms
Development Agreement between the Town of Marana and the Developer attached to
incorporated in this resolution as Exhibit A is herebyapproved,by this a pp ,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.
Resolution No.2024-082 - 1 -
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 3rd day of September 2024.
11
Mayor E r17'one ( ----. —1-------../ATTEST: APPRO D AS TO FORM:
/./e ?"
vi L. Udall, Town Clerk J airall, Town Attorney
. 6,,
MAPANA AZ
ESTABLISHED 1977
Resolution No.2024-082 -2-
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
Town of Marana, Arizona
THIS FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT (this "First
Amendment") is made and entered into by and between the TOWN OF MARANA (the
"Town"),an Arizona municipal corporation;AMH DEVELOPMENT,LLC("AMH Develop-
ment"), a Delaware limited liability company; AMH REMINGTON RANCH DEVELOPMENT
TRS, LLC, a Delaware limited liability company ("AMH Remington Ranch"); and
STEWART TITLE & TRUST OF TUCSON, an Arizona corporation, as Trustee under trust
numbers 3781 and 3782, and not in its corporate capacity (the "Trust"). AMH Develop-
ment and AMH Remington Ranch are collectively referred to as the "Developer." The
Town, the Developer, and the Trust are sometimes collectively referred to as the "Par-
ties," any of which is sometimes individually referred to as a "Party."
RECITALS
A. On January 4, 2005, the Town Council adopted Ordinance No. 2004.23 rezoning
approximately 107 acres of land generally located southeast of North Sanders Road and
south of West Barnett Road in Section 28 Township 11 South, Range 11 East from "A"
Small Lot Zone to "R-6" Residential. Ordinance No. 2004.23 was recorded in the Pima
County Recorder's office on January 14, 2005 at Sequence 20050101017.
B. Also on January 4, 2005, the Town Council adopted Resolution No. 2004-168, ap-
proving a Development Agreement between the Town and PAYSON FARMS, INC. and
TRI MARANA DEVELOPMENT MANAGEMENT AND CONSULTING LLC governing develop-
ment of the property rezoned by Ordinance No. 2004.23, then known as Payson Farms
(the"Original DA"). The Original DA was recorded in the Pima County Recorder's office
on January 14, 2005 at Sequence 20050101016.
C. The Payson Farms Lots 1 through 367, Common Areas "A" & "B" Final Plat (the
"Payson Farms Plat") was recorded in the Pima County Recorder's office on March 31,
2006, in Book 61 of Maps and Plats, Page 7.
D. The Payson Farms Plat dedicated approximately nine acres of property to the
Town for the Barnett Channel Linear Park.
E. Various public water facilities, including water facilities with capacity to serve the
Property (the "Rancho Marana Water Main") were constructed pursuant to an "Agree-
ment for Construction of Potable and Non-Potable Water Facilities and Provision of Wa-
ter 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
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
-1 -
Docket 12571,Page 2724,which was amended and extended pursuant to a"First Amend-
ment to Agreement for Construction of Water Facilities and Provision 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.
F. On May 5, 2020, the Town Council adopted Resolution No. 2020-038, Section 3 of
which adopted the Rancho Marana Water Main protected facility charge in the amount
of$759.09 per lot for the then-proposed 367-lot Payson Farms subdivision, payable when
the building permit is issued for the home on the lot. Section 3 further provided that if
Payson Farms was resubdivided, the protected facility charge would be recalculated
based on the total Rancho Marana Water Main costs attributable to Payson Farms (i.e.,
$278,584.14) divided by the number of lots in the resubdivision.
G. On October 5,2021,the Town Council adopted Ordinance No. 2021.021,modifying
certain conditions of Ordinance No. 2004.23 for the approximately 97.4 acres of property
subject to the Payson Farms Plat still privately owned. Ordinance No. 2021.021 was rec-
orded in the Pima County Recorder's office on October 8, 2021 at Sequence 20212810085.
H. Section 1, condition 13 of Ordinance No. 2021.021 provides that the maximum
number of single-family detached residential lots within the Property shall not exceed
435.
I. The Final Plat for Remington Ranch, Lots 1-131 and Common Areas "A" through
"J" and Blocks 1-3,being a resubdivision of the property subject to the Payson Farms Plat,
excluding the approximately nine acres previously dedicated to the Town as described
in recital D above, was recorded in the Pima County Recorder's office on May 19, 2023,
at Sequence 20231390214 (the"Remington Ranch Plat").
J. The property that is the subject of this First Amendment is the approximately 97.4
acres described and depicted in Exhibit "A" attached to Ordinance No. 2021.021 (the
"Property").
K. The Developer is the developer of the Property.
L. Title to the lots and blocks in the Property beneficially owned by the Developer is
held by the Trust.
J
M. The Developer is the successor in interest to PAYSON FARMS,INC. and TRI MARANA
DEVELOPMENT MANAGEMENT AND CONSULTING LLC under the Original DA.
N. The Original DA included numerous provisions regarding on-site infrastructure
and project impact obligations that have materially changed since 2005.
O. The Parties acknowledge and agree that this First Amendment is a "development
agreement" within the meaning of, and entered into pursuant to, the terms of A.R.S. § 9-
500.05, in order to facilitate the development of the Property.
P. The Parties desire to amend the Original DA to memorialize their agreement con-
cerning the issues addressed in this First Amendment.
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
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AGREEMENT
Now, THEREFORE, in consideration of the foregoing recitals, which the Parties
acknowledge are accurate and which are incorporated into this First Amendment as
though fully restated here, and the mutual covenants set forth in this First Amendment,
the Parties hereby agree as follows:
1. Water a tili ties. Paragraph 2.2 of the Original DA is hereby deleted and replaced with
the following:
2.2. Water Utilities. The Developer shall comply with the requirements set forth in
Section 1,condition 5 and condition 9 of Ordinance No. 2021.021 regarding onsite and
offsite water facilities needed to serve the Property.
2. Wastewater. Paragraph 2.3 of the Original DA is hereby deleted and replaced with
the following:
2.3. Wastewater. The Developer shall comply with the requirements set forth in Sec-
tion 1, condition 7 of Ordinance No. 2021.021 regarding onsite and offsite wastewater
facilities needed to serve the Property.
3. Onsite private recreational facilities. Paragraph 2.4 of the Original DA is hereby de-
leted and replaced with the following:
2.4. Onsite Private Recreational Facilities. The Developer shall comply with the sub-
division recreational area requirements of Marana Town Code Section 17-5-3.B.12 re-
garding onsite private recreational facilities required to serve the Property.
4. Regional public park/trail system. Paragraph 2.7 of the Original DA is hereby deleted
and replaced with the following:
2.7. Regional Public Park/Trail System. The Developer dedicated approximately nine
acres of property to the Town for the Barnett Channel Linear Park via the Payson
Farms Plat recorded in the Pima County Recorder's office on March 31, 2006, in Book
61 of Maps and Plats, Page 7. The Developer shall grade the bottom and slopes of the
Barnett Channel located adjacent to the Property. The work shall include filling and
compacting the areas of the channel slope that have eroded from on-site drainage
from predevelopment conditions. The bottom of the channel shall be graded to re-
move the sediments that have collected in the bottom from the erosion of the side
slopes adjacent to the Property. The graded condition of the channel shall be uniform
in appearance and blend with the proposed grading of the Property. The disturbed
channel shall be stabilized per Town standards to prevent future erosion of the chan-
nel from the drainage discharged and collected in the channel from the Property. The
Developer shall comply with the subdivision recreational area requirements of Ma-
rana Town Code Section 17-5-3.B.12 regarding onsite private recreational facilities re-
quired to serve the Property.
5. Non-potable system.Paragraph 2.9 of the Original DA is hereby deleted and replaced
with the following:
FIRST AMENI)RIENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
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2.9. Non-Potable System. The Developer shall comply with the requirements set forth
in Section 1,condition 6 of Ordinance No.2021.021 regarding installation of a non-po-
table system needed to serve the Property.
6. Cortaro-Marana Irrigation District (CMID). Paragraph 2.10 of the Original DA is
hereby deleted and replaced with the following:
2.10. Cortaro-Marana Irrigation District(CMID).The Developer shall comply with the
requirements of Marana Town Code Sections 17-5-3.B.17 and 17-6-4 regarding the un-
dergrounding and enclosure of all irrigation channels and ditches within the Property
or adjacent thereto within perimeter easements or the nearest half of a street or alley
right-of-way.
7. Rancho Marana Water Main protected facility charge. The Developer shall pay the Ran-
cho Marana Water Main protected facility charge in the amount of$640.43 per lot, which
is the Rancho Marana Water Main costs attributable to Payson Farms ($278,584.14) di-
vided by the maximum number of lots permitted by Ordinance No. 2021.021 (435). The
charge is payable when the building permit is issued for the home on the lot. Pursuant to
the Remington Ranch Plat, the Developer subdivided the Property into 131 lots and three
large blocks with the intent to further subdivide the Property a block at a time.The Parties
will know the final lot count for the Property when the final plat for the last block of
Remington Ranch to be subdivided is recorded. If the final lot count is less than 435 total
lots,the protected facility charge will be recalculated at the time of recordation of the final
plat for the last block of Remington Ranch to be subdivided.
8. Development impact fees. Nothing in this First Amendment 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.
9. Extension of Terris. This First Amendment shall become effective upon its execution
by all the Parties and the effective date of the resolution or action of the Town Council
approving this First Amendment (the"Effective Date"). Pursuant to paragraph 8.1 of the
Original DA, the Parties hereby agree to extend the term of the Original DA such that,
unless sooner terminated by the mutual consent of the Parties, the Term shall automati-
cally terminate and shall thereafter be void for all purposes on the 10th anniversary of
the Effective Date of this First Amendment. If the Parties determine that a longer period
is necessary for any reason, the term of the Original DA as amended by this First Amend-
ment may be extended by written agreement of the Parties.
10. Development regulations. The Property shall be governed by the rezoning condi-
tions of Ordinance No. 2004.23, as amended by Ordinance No. 2021.021 and the Original
DA,as amended by this First Amendment.The Marana Land Development Code,includ-
ing the written rules, regulations, substantive procedures, and policies relating to devel-
opment of land, adopted or approved by the Mayor and Council (collectively the "Ma-
rana Development Code") in effect on the Effective Date shall apply to the extent not
FIRST AMENDMENT TO P/AYSON FARMS DEVELOPMENT AGREEMENT
-4-
covered by Ordinance No. 2004.23, as amended by Ordinance No. 2021.021 or the Origi-
nal DA, as amended by this First Amendment. The requirements of this paragraph are
collectively referred to as the "Development Regulations."
11. Recordation. After this First Amendment has been executed by the Parties, the
Town shall, as concurrently as reasonably possible, record this First Amendment in the
office of the Pima County Recorder.
12. Miscellaneous.
a. The Recitals set forth above are true and correct and are incorporated herein by
this reference.
b. Capitalized words and phrases in this First Amendment shall have the mean-
ings set forth in the Original DA as modified by this First Amendment, and the terms
of the Original DA shall continue in full force and effect except as expressly modified
by this First Amendment.
c. This First Amendment may not be modified except in a writing signed by the
Parties.
d. Time is of the essence of this First Amendment.
e. This First Amendment 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 First
Amendment or to obtain any remedy with respect to this First Amendment 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.
f. If any Party fails to perform any of its obligations under this First Amendment
or if a dispute arises concerning the meaning or interpretation of any provision of this
First Amendment, the prevailing Party shall be entitled to its reasonable attorneys'
fees and costs consistent with A.R.S. § 12-341.01.
g. This First 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 First Amendment may contain more than one counter-
part of the signature pages and this First 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.
h. This First Amendment shall be binding upon and inure to the benefit of the Par-
ties and their respective successors in interest and assigns; provided, however, that
(i) upon the conveyance of all of the Developer's holdings in the Property to a single
grantee or multiple portions of the Developer's holdings to multiple grantees,the De-
velopers shall automatically be released from any further obligation or liability under
this First Amendment and this First Amendment shall thereafter bind the grantee or
multiple grantees each for their respective holdings only;and (ii) in no event shall this
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
-5 -
First Amendment be binding on or burden the property of a purchaser of a home on
the Property.
i. This First Amendment is subject to A.R.S. § 38-511, which provides for cancella-
tion of contracts in certain instances involving conflicts of interest.
IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last
date set forth below their respective signatures.
THE"TOWN": THE"DEVELOPER":
TOWN OF MARANA, an Arizona municipal AMH DEVELOPMENT,LLC, a Delaware
corporation limited liability company
By: t41./*- --------- By:
Ed Ho-lea, Mayor Alexander i
Date:
W V.P. - Land Acquisition, Development
Southwest
ATTES Date: 1 (S /44 z 4
AMH REMINGTON RANCH DEVELOPMENT
David L. Udall, Town Clerk TRS,LLC,a Delaware limited liability
company
APPRO S AS TO FORM:
.../f 0
. / By: },---
Ja e 'airall, Town Attorney Alexander Ri
V.P. - Land Acquisition, Development
Southwest
Date: `1 (S4.4z4
The "TRUST":
STEWART TITLE&TRUST OF TUCSON, an
Arizona corporation, as Trustee under
trust numbers 3781 and 3782, and not in
its corporate capacity
ill \ ' -.)
By: _ 1.`�1'al�� _
Erik Zwerk
Trust Officer
Date: it .(.1 -1.(
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMENT AGREEMENT
-6-
STATE OF ARIZONA
SS.
County of Maricopa )
The foregoing instrument was acknowledged before me this day
of e4-€m17.,X , 2024, by Alexander Rihl, V.P. - Land Acquisition, Development
Southwest of AMH DEVELOPMENT,LLC, a Delaware limited liability company, on its be-
half.
(Seal) gt-6(A ?
4;w, Notary Pubtk State of Arizona Notary Public
Nanc0Pa COUNTY
Hillary R Turby
...,s Mr Commission Egos 5/27/2025
CoMmisslon Numbirr 608144
STATE OF ARIZONA
ss.
County of Maricopa )
The fore oin instrument was acknowledged before me this 1 ck day
g
of, 0 t41,1_1. 2024, by Alexander Rihl, V.P. - Land Acquisition, Development
Southwest of AMH REMINGTON RANCH DEVELOPMENT TRS,LLC,a Delaware limited lia-
bility company, on its behalf.
(Seal) < sr.,f ANOiE HEMMAH
Notary Public-Arizona ! Notary Public
>'. Pima County
Commission#603272 0
4 '191z` My Comm,Expires May 20,2025
STATE OF ARIZONA
ss.
County of Pima )
The foregoing instrument was acknowledged before me this I ri'(/‘ day
g g
of ,iib-er, 2024 by Erik Zwerk, Trust Officer of STEWART TITLE & TRUST OF
TUCSOrk, an Arizona corporation, as Trustee unde rust numbers 3781 and 3782, and not
in its corporate capacity.
(Seal)
JENNY ROSA n •
; Notary Public-Arizona
Pima County
•
a;its' Commission#640822
My Commission Expires February 07,2027
FIRST AMENDMENT TO PAYSON FARMS DEVELOPMEN AGREEMENT
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