HomeMy WebLinkAbout2025 06.02 City Council Work Session Agenda 04 �,?ACHf� City of Apache Junction, Arizona Meeting location:
+� City Council Chambers
1U Z at City Hall
Agenda 300 E.Superstition Blvd.
\gilONr Apache Junction,AZ
City Council Work Session 85119
apachejunctionaz.gov
Ph:(480)982-8002
Doors are open to the public at least 15 minutes prior to the
posted meeting start time.
Monday,June 2,2025 7:00 PM City Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. AGENDA ITEMS
1. 25-245 Presentation and discussion on approval of agreement for bulk fuel
between the City of Apache Junction and Senergy Petroleum, LLC, for
a term of July 1, 2025, through June 30, 2026, in an amount not to
exceed $840,000.00, utilizing the State Cooperative Contract No.
CTR063147.
Sponsors: Ted Wolff
Attachments: Staff Memo 06.03.2025 Bulk Fuel
FY25 Apache Junction agreement
FY26 Apache Junction agreement
Presentation FY25-26 Bulk Fuel contract
2. 25-249 Presentation and discussion on extending development agreement
through 1 st amendment for 160-acre property located at the S/E
corner of Meridian Drive and Southern Avenue (Fortune Travel, Inc.
represented by Sean Lake of Pew & Lake, PLC).
Sponsors: Bryant Powell and Joel Stern
Attachments: Staff Memo First Amendment 06.02.2025WS
Signed First Amendment Fortune Travel Development Agmt
Preannexation Dev Agmt Fortune 2009
City of Apache Junction,Arizona Page 1 Printed on 512812025
City Council Work Session Agenda June 2,2025
D. ADJOURNMENT
Copies of this agenda and additional information on any of the items listed above may be obtained from
the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through
Thursday from 7:00a-6:00p, excluding holidays.
The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and
facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617
or TDD(480) 983-0095.
The Apache Junction City Council may vote to go into Executive Session for legal advice on any item
listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. §
38-431.02 to the members of the City Council and the public.
City of Apache Junction,Arizona Page 2 Printed on 512812025
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
o Agenda Item Cover Sheet Apache Junction,AZ
U =i 85119
Agenda Item No. 1.
�Piz oN* File ID: 25-245
Sponsor: Ted Wolff Agenda Date: 6/2/2025
Index: In Control: City Council Work Session
Presentation and discussion on approval of agreement for bulk fuel between the City of Apache
Junction and Senergy Petroleum, LLC, for a term of July 1, 2025, through June 30, 2026, in an
amount not to exceed $840,000.00, utilizing the State Cooperative Contract No. CTR063147.
City of Apache Junction,Arizona Page 1 Printed on 512812025
7f
City of Apache Junction
Home of the Superstition Mountains
DATE: JUNE 2, 2025
TO: MAYOR AND CITY COUNCIL MEMBERS
THROUGH: BRYANT POWELL, CITY MANAGER
FROM: TED WOLFF, PUBLIC WORKS DIRECTOR
SUBJECT: BULK FUEL AGREEMENTWITH SENERGY PETROLEUM, LLC
Summary
Before the Council is an agreement between the City of Apache Junction and Senergy Petroleum,
LLC,to provide bulkfuel for an initial term of July 1,2025,through June 30, 2026, in an amount not to
exceed $840,000.00, utilizing the State Cooperative Contract No. CTR063147.
Background/Discussion
The City used the state cooperative agreement with Synergy in July 2024, and purchased 188,000
gallons of fuel this past fiscal year. The funding source for the fuel purchase is Highway User
Revenue Fund ("HURF"). Beginning July 1, 2025, the city would like to enter into another bulk fuel
agreement with Synergy Petroleum, LLC using a state cooperative agreement to save procurement
costs.
The term of the agreement will be July 1, 2025, through June 30, 2026. The agreement may be
renewed for one year and the city can extend any of the one-year periods by 31 days should they so
desire.
Recommendation
Staff respectfully recommends the council approve the agreement authorizing the city to contract
with Senergy Petroleum, LLC for bulk fuel delivery.
AGREEMENT FOR BULK FUEL BETWEEN THE CITY OF APACHE JUNCTION AND
SENERGY PETROLEUM, LLC
THIS AGREEMENT is made and entered into by and between the CITY OF
APACHE JUNCTION ("City"), an Arizona municipal corporation, and SENERGY
PETROLEUM, LLC, an Idaho Corporation ("Contractor"),who shall be collectively
referred to as the "Parties", or individually as a "Party", for the project entitled
"Bulk Fuel."
RECITALS
A. The City entered into a bulk fuel agreement (unleaded and diesel)
with Southern Counties Oil Company ("SC Fuels") on October 1, 2017 at a cost of
$500,000,for one year with the option to renew for four additional years.
B. City and SC Fuels entered into a First Amendment on May 1, 2022
through September 30, 2022 and a Second Amendment on December 5, 2022
through December 31, 2023.
C. City and SC Fuels failed to execute another agreement and have
since been receiving the fuel based on an informal month to month contract,
however the arrangement ended on August 6, 2024, when City purchased fuel
from Senergy utilizing the State Cooperative Contract No. CTR063147(on file with
the City's Finance Department See Exhibit A (approximately 2-3 weeks supply)).
D. The Parties (City and Senergy) now desire to continue through the
above-referenced cooperative contract with a written agreement and the terms
are set forth herein to include an end date of June 30, 2025.
AGREEMENT
NOW, THEREFORE, City retains Contractor to perform, and Contractor
agrees to render the Work in accordance with the terms and conditions set forth
as follows:
1. PROJECT DESCRIPTION: Contractor shall do and perform or cause to be
done and performed in a good workmanlike manner, the Work in accordance with
the Contract Documents as fully described in the cooperative contract. All
deliveries shall occur within one city workday after receipt of a telephonic order.
2. PRICE: Prices for unleaded and diesel delivery costs shall be governed
under the cooperative contract, but in no case shall the monthly amount for both
unleaded and diesel fuel exceed Seventy Thousand Dollars ($70,000).
3. PAYMENTS: Payment shall be made by the City within thirty (30) calendar
days after completion and acceptance of the fuel products. The total annual
amount of this Agreement shall not exceed Eight Hundred and Forty Thousand
Dollars and No Cents ($840,000.00).
4. QUANTITY: All "unguaranteed" quantities stated in the Agreement are
subject to adjustment as dictated by the City requirements. Guaranteed
quantities at variance with stated bid quantities may be purchased as required
during the term of the Agreement.
5. CONTRACT TERM: The Term of this Agreement shall be retroactive from
August 2, 2024 through June 30, 2025. The parties have an option to renew for
one-year if in writing by the Parties. The City also reserves the right to
unilaterally extend any of the one-year (1) periods by thirty-one (31) days. This
provision does not limit the liability of the Contractor for actual damages
sustained by the City as a result of any breach of contract or warranty by the
Contractor.
6. LABOR AND MATERIALS: Unless otherwise provided in the contract
documents, Contractor shall provide, pay and insure under the requisite laws and
regulations for all labor, materials, equipment, tools and machinery, utilities,
transportation, other facilities and services necessary for the proper execution
and completion of the Work whether temporary or permanent,and whether or not
incorporated or to be incorporated in the Work.
7. TAXES: Contractor shall pay all license, sales, consumer, use and other
similar taxes for the Work or portions thereof provided by Contractor which are
legally enacted at the time bids are received whether or not yet effective or
subsequently applicable due to acts of jurisdictions or bodies other than City.
8. PERMITS & FEES: Unless otherwise provided in the Contract Documents,
Contractor shall secure and pay for all permits, government fees, licenses and
inspections necessary for the proper execution and completion of Work which are
customarily secured after execution of the contract and which are legally
required. Contractor shall give all notices and comply with all laws, ordinances,
rules, regulations and lawful orders of any public authority bearing on the
performance of the Work. City permits for this Work will be provided to
Contractor at no cost. Contractor represents and warrants that any license
necessary to perform the Work under this Agreement is current and valid.
Contractor understands that the activity described herein constitutes "doing
business in the City of Apache Junction" and Contractor agrees to obtain a
business license pursuant to Article 8-2 of the Apache Junction City Code, Vol. I,
and keep such license current during the term of this Agreement and after
termination of this Agreement any time Work is performed pursuant to the
warranty provisions set forth in Section 6. Contractor also acknowledges that the
tax provision of the Apache Junction Tax Code, Chapter 8A, may also apply and if
so, shall obtain a transaction privilege license and/or other licenses as may be
required by the city code. Any activity by subcontractors within the corporate
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city limits will invoke the same licensing regulations on any subcontractors, and
Contractor ensures its subcontractors will obtain any and all applicable licenses.
Further, Contractor agrees to pay all applicable privilege and use taxes that are
applicable to the activities, products and services provided under this
Agreement.
9. INDEPENDENT CONTRACTOR: Contractor shall at all times during
Contractor's performance of the services retain Contractor's status as an
independent Contractor. Contractor's employees shall under no circumstances
be considered or held to be employees or agents of City, and City shall have no
obligation to pay or withhold state or federal taxes, or provide workers'
compensation or unemployment insurance for or on behalf of them or Contractor.
Contractor shall supervise and direct the delivery of the materials using its best
skill and attention. Except as provided in this Agreement, Contractor shall be
solely responsible for all means, methods, techniques, sequences and
procedures, and for coordinating all portions of the work required by the contract
documents. Contractor shall be responsible to City for the acts and omissions of
its employees.
10. INDEMNIFICATION: To the fullest extent permitted by law, Contractor shall
defend, indemnify and hold harmless City, its elected and appointed officers,
officials, agents, and employees from and against any and all liability including
but not limited to demands, claims, actions, fees, costs and expenses, including
attorney and expert witness fees, arising from or connected with or alleged to
have arisen from or connected with, relating to, arising out of, or alleged to have
resulted only from the negligent, intentional or reckless acts, errors, mistakes,
omissions, Work or services of Contractor, its agents, employees, or any tier of
Contractor's subcontractors in the performance of this Agreement. Contractor's
duty to defend, hold harmless and indemnify City, its special districts,elected and
appointed officers, officials, agents,and employees shall arise in connection with
any tortious claim, damage, loss or expense that Is attributable to bodily injury,
sickness, disease, death, or injury to, impairment, or destruction of property
including loss of use resulting therefrom, only caused, by a Contractor's
negligent, intentional, or reckless acts, errors, mistakes, omissions, Work or
services in the performance of this Agreement including any employee of
Contractor, any tier of Contractor's subcontractor or any other person for whose
acts, errors, mistakes, omissions, work or services Contractor may be legally
liable.
11. ENFORCED DELAYS (FORCE MAJEURE): Neither City nor Contractor, as
the case may be, shall be considered not to have performed its obligations under
this Agreement in the event of enforced delay (an "Enforced Delay") due to
causes beyond its control and without its fault or negligence or failure to comply
with applicable laws, including, but not restricted to, acts of God, fires, floods,
epidemics, pandemics, quarantine, restrictions, embargoes, labor disputes, and
unusually severe weather or the delays of subcontractors or materialmen due to
3
such causes, acts of a public enemy,war, terrorism or act of terror(including but
not limited to bio-terrorism or eco-terrorism), nuclear radiation, blockade,
insurrection, riot, labor strike or interruption, extortion, sabotage, or similar
occurrence or any exercise of the power of eminent domain of any governmental
body on behalf of any public entity, or a declaration of moratorium or similar
hiatus (whether permanent or temporary) by any public entity directly affecting
the Project. In no event will Enforced Delay include any delay resulting from
unavailability for any reason of labor shortages, or the unavailability for any
reason of particular consultants,subcontractors,vendors or investors desired by
Contractor in connection with the Project. Contractor agrees that Contractor
alone will bear all risks of delay which are not Enforced Delay. In the event of the
occurrence of any such Enforced Delay, the time or times for performance of the
obligations of the Party claiming delay shall be extended for a period of the
Enforced Delay; provided, however, that the Party seeking the benefit of the
provisions of this Section shall, within thirty (30) calendar days after such Party
knows or should know of any such Enforced Delay, first notify the other Party of
the specific delay in writing and claim the right to an extension for the period of
the Enforced Delay; and provided further that in no event shall a period of
Enforced Delay exceed ninety (90) calendar days.
12. GOVERNING LAW AND VENUE: The terms and conditions of this
Agreement shall be governed by and interpreted in accordance with the laws of
the State of Arizona. Any action at law or in equity brought by either Party for the
purpose of enforcing a right or rights provided for in this Agreement,shall be tried
in a court of competent jurisdiction in Pinal County, State of Arizona. The Parties
hereby waive all provisions of law providing for a change of venue in such
proceeding to any other county. In the event either Party shall bring suit to
enforce any term of this Agreement or to recover any damages for and on account
of the breach of any term or condition in this Agreement, it is mutually agreed that
the prevailing party in such action shall recover all costs including: all litigation
and appeal expenses, collection expenses, reasonable attorneys' fees,
necessary witness fees and court costs to be determined by the court in such
action.
13. INSURANCE: Contractor, at its own expense,shall purchase and maintain
the minimum insurance and other additional requirements set forth herein.
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the Agreement is
satisfactorily completed and formally accepted; failure to do so may, at the sole
discretion of City constitute a material breach of this Agreement.
Contractor's insurance shall be primary insurance as respect to City, and any
Insurance or self-insurance maintained by City shall not contribute to it.
Any failure to comply with the claim reporting provisions of the insurance policies
4
or any breach of an insurance policy warranty shall not affect coverage afforded
under the insurance policies to protect City.
The insurance policies, except Workers' Compensation, shall contain waiver of
transfer rights of recovery(subrogation)against City, its agents,officers,officials
and employees for any claims arising out of Contractor's acts, errors, mistakes,
omissions, work or services.
The insurance policies may provide coverage which contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to City under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and City, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a Surety Bond or an irrevocable
and unconditional letter of credit.
City reserves the right to request and to receive within ten (10) working days,
certified copies of any or all of the herein required insurance policies and/or
endorsements. City shall not be obligated, however, to review same or to advise
Contractor of any deficiencies in such policies and endorsements, and such
receipt shall not relieve Contractor from, or be deemed a waiver of City's right to
insist on strict fulfillment of Contractor's obligations under this Agreement.
The insurance policies, except Workers' Compensation, required by this
Agreement, shall name City, its agent, officers, officials and employees as
additional insured parties.
REQUIRED COVERAGE
Commercial General Liability
Contractor shall maintain Commercial General Liability insurance with a limit of
not less than $1,000,000 for each occurrence with a $2,000,000
Products/Completed Operations Aggregate and a $2,000,000 General Aggregate
Limit. The policy shall include coverage for bodily injury, broad form property
damage, personal injury, products and completed operations and blanket
contractual coverage including, but not limited to, the liability assumed under the
indemnification provisions of this Agreement which coverage will be at least as
broad as Insurance Service Office, Inc. Policy Form CG 00011-93 or the
equivalent thereof. In addition, automobile liability coverage of at least$1 million
per occurrence or a combined single limit of at least$1,000,000 is required. The
auto liability policy should contain endorsements for hired autos, non-owned
autos and scheduled vehicles, as applicable to the Contractor's business.
Such policy shall contain a severability of interest provision, and shall not contain
a sunset provision or commutation clause, nor any provision which would serve
5
to limit third party action over claims.
The Commercial General Liability additional insured endorsement shall be at
least as broad as the Insurance Service Office Inc.'s Additional Insured, Form CG
20101185, or the equivalent thereof, and shall include coverage for Contractor's
operations and products and completed operations.
If required by this Agreement, if Contractor sublets any part of the work, services
or operations, Contractor shall purchase and maintain, at all times during
prosecution of the work, services or operations under this Agreement, City and
Contractor's Protective Liability insurance policy for bodily injury and property
damage, including death, which may arise in the prosecution of the Contractor's
work, service or operations under this Contract. Coverage shall be on an
occurrence basis with a limit not less than $1,000,000 per occurrence, and the
policy shall be issued by the same insurance company that issues Contractor's
General Liability insurance.
Workers' Compensation (Not Applicable to Sole Proprietorships)
Contractor shall carry Workers' Compensation insurance to cover obligations
imposed by federal and state statutes having jurisdiction of Contractor's
employees engaged in the performance of the work or services; and Employer's
Liability insurance of not less than $100,000 for each accident, $100,000 disease
for each employee, and $500,000 disease policy limit.
In case any work is subcontracted, Contractor will require subcontractor to
provide Workers' Compensation and Employer's Liability to at least the same
extent as required of Contractor.
CERTIFICATE OF INSURANCE
Prior to commencing work or services under this Agreement, Contractor shall
furnish the City with Certificates of Insurance, or formal endorsements as
required by Agreement, issued by Contractor's insurer(s), as evidence that
policies providing the required coverages, conditions and limits required by this
Agreement are in full force and effect.
In the event any insurance policies required by this Agreement are written on a
"claims made"basis, coverage shall extend for two(2)years past completion and
acceptance of the Contractor's work or services and as evidenced by annual
Certificates of Insurance, to be filed with the City Clerk of City.
If a policy does expire during the life of the Agreement, a renewal certificate must
be sent to City thirty (30) calendar days prior to the expiration date. All
Certificates of Insurance shall be identified with bid serial number and title.
6
Insurance required herein shall not expire, be canceled, or materially changed
without thirty (30) calendar days' prior written notice to City.
14. SUCCESSORS ASSIGNMENT & DELEGATION: City and Contractor each
bind themselves,their partners, successors,assigns and legal representatives to
the other party hereto and to the partners, successors, assigns and legal
representatives of such other party in respect to all covenants, agreements and
obligations contained in the contract documents. Neither party to the contract
shall assign the contract or sublet it as a whole or delegate the duties hereunder
without the written consent of the other, nor shall Contractor assign any monies
due or to become due to or to become due to it without the previous written
consent of City.
15. WRITTEN NOTICE: Written notice shall be deemed to have been duly
served if delivered in person to the individual or member of the firm or entity, or
to an office of the corporation for whom it was intended or if delivered at or sent
registered or certified mail, return receipt requested, and first class postage
prepaid to the last business address known to them who gives the notice.
16. SAFETY: Contractor and/or its subcontractors shall be solely responsible
for job safety at all times.
17. RIGHTS & REMEDIES: The duties and obligations imposed by the contract
documents and the rights and remedies available hereunder shall be in addition
to and not a limitation of any duties, obligations, rights and remedies otherwise
imposed or available bylaw. No action or failure to act by City or Contractor shall
constitute a waiver of any right or duty afforded any of them under the contract,
nor shall any action or failure to act constitute an approval of or an acquiescence
to any breaches hereunder except as may be specifically agreed to in writing.
18. TERMINATION OF CONTRACT: If, for any reason, Contractor shall fail to
fulfill in a timely and proper manner his/her obligations under the contract, or if
Contractor shall violate any of the covenants, agreements, or stipulations of the
contract, City shall thereupon have the right to terminate the contract by giving at
least twenty-four (24) hours written notice to Contractor of such termination and
specifying the effective date thereof.
If the contract is terminated by City as provided herein, Contractor will be paid for
the time expended, products provided and expenses incurred up to the termination
date. Notwithstanding the above,Contractor shall not be relieved of liability to City
for damages sustained by City by virtue of any breach of the contract by
Contractor.
19. APPEALS: All contractual grievances shall be submitted in writing to City
Manager within five (5) calendar days after the difference of opinion or grievance
7
occurs relating to any of the provisions of the terms of this Agreement. Within five
(5)calendar days of receiving a written grievance,the City Manager shall respond
In writing to the company. The City Manager's decision shall be final and binding,
subject only to a further appeal in the Pinal County Superior Court pursuant to
A.R.S. § 12-901, etseq.
20. RECORDS: Records of Contractor's labor, payroll and other costs
pertaining to this Agreement shall be kept on a generally recognized accounting
basis and made available to City for inspection on request Contractor shall
maintain records for a period of at least three (3) years after termination of this
Agreement, and shall make such records available during that retention period
for examination or audit by City personnel during regular business hours.
21. AMENDMENT: It is mutually understood and agreed that no alteration or
variation of the terms and conditions of this Agreement shall be valid unless made
In writing and signed by the parties hereto, and that oral understandings or
agreements not incorporated herein shall not be binding on the parties.
22. ENTIRE AGREEMENT: This Agreement and any attachments represent the
entire agreement between City and Contractor and supersede all prior
negotiations, representations or agreements, either express or implied, written
or oral. It is mutually understood and agreed that no alteration or variation of the
terms and conditions of this Agreement shall be valid unless made in writing and
signed by the parties hereto. Written and signed amendments shall automatically
become part of the supporting documents, and shall supersede any inconsistent
provision therein; provided, however, that any apparent inconsistency shall be
resolved, if possible, by construing the provisions as mutually complementary
and supplementary.
23. SEVERABILITY: City and Contractor each believe that the execution,delivery
and performance of this Agreement are in compliance with all applicable laws.
However, in the unlikely event that any provision of this Agreement is declared
void or unenforceable (or is construed as requiring City to do any act in violation
of any applicable laws, including any constitutional provision, law, regulation, or
city code), such provision shall be deemed severed from this Agreement and this
Agreement shall otherwise remain in full force and effect; provided that this
Agreement shall retroactively be deemed reformed to the extent reasonably
possible in such a manner so that the reformed agreement (and any related
agreements effective as of the same date) provide essentially the same rights and
benefits (economic and otherwise) to the Parties as if such severance and
reformation were not required. Unless prohibited by applicable laws, the Parties
further shall perform all acts and execute, acknowledge and/or deliver all
amendments, instruments and consents necessary to accomplish and to give
effect to the purposes of this Agreement, as reformed.
24. TIME IS OF THE ESSENCE: Time is of the essence with respect to all
8
provisions in this Agreement. Any delay in performance by either Party shall
constitute a material breach of this Agreement
25. CONFLICT OF INTEREST: This Agreement is subject to, and may be
terminated by City in accordance with, the provisions of A.R.S. § 38-511.
26. PROHIBITION TO CONTRACT WITH CONTRACTORS WHO ENGAGE IN
BOYCOTT OF THE STATE OF ISRAEL: The Parties acknowledge A.R.S. §§35-393
through 35-393.03, as amended, which forbids public entities from contracting
with Contractors who engage in boycotts of the State of Israel. Should Contractor
under this Agreement engage in any such boycott against the State of Israel, this
Agreement is automatically terminated. Any such boycott is a material breach of
contract and will subject Contractor to monetary damages, including but not
limited to, consequential and liquidated damages.
27. COMPLIANCE WITH FEDERAL AND STATE LAWS: Contractor understands
and acknowledges the applicability of the American with Disabilities Act, the
Immigration Reform and Control Act of 1986 and the Drug Free Workplace Act of
1989 to the services performed under this Agreement.
As required by A.R.S. § 41-4401, Contractor hereby warrants its compliance with
all federal immigration laws and regulations that relate to its employees and
A.R.S. § 23-214(A). Contractor further warrants that after hiring an employee,
Contractor will verify the employment eligibility of the employee through the E-
Verify program. If Contractor uses any subcontractors in performance of
services, subcontractors shall warrant their compliance with all federal
immigration laws and regulations that relate to its employees and A.R.S. § 23-
214(A), and subcontractors shall further warrant that after hiring an employee,
such subcontractor verifies the employment eligibility of the employee through
the E-Verify program. A breach of this warranty shall be deemed a material
breach of the Agreement that is subject to penalties up to and including
termination of this Agreement. Contractor is subject to a penalty of$100 per day
for the first violation, $500 per day for the second violation, and $1,000 per day
for the third violation. City at its option may terminate this Agreement after the
third violation. Contractor shall not be deemed in material breach of this
Agreement if Contractor and/or subcontractors establish compliance with the
employment verification provisions of Sections 274A and 274E of the federal
Immigration and Nationality Act and the E-Verify requirements contained in A.R.S.
§ 23-214(A). City retains the legal right to inspect the papers of any Contractor or
subcontractor employee who works under this Agreement to ensure that
Contractor or subcontractor is complying with the warranty. Any inspection will
be conducted after reasonable notice and at reasonable times. If state law is
amended, the Parties may modify this paragraph consistent with state law.
28. COOPERATIVE USE OF CONTRACT: City has entered into various
cooperative purchasing agreements with other Arizona government agencies,
9
including the Strategic Alliance for Volume Expenditures "SAVE"
cooperative. This contract may be extended for use by other municipalities,
school districts and government agencies in the State of Arizona with the
approval of Contractor. Any such usage by other entities must be in accordance
with the statutes, codes, ordinances, charter and/or procurement rules and
regulations of the respective government agency. Orders placed by other
agencies and payment thereof will be the sole responsibility of that agency. City
shall not be responsible for any disputes arising out of transactions made by
others.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to
be signed by their duly authorized representative as of this day of
, z0_.
CONTRACTOR:
SENERGY PETROLEUM, LLC,
an Idaho Corporation
By: l�
Tit Z.a4,67f
CITY:
CITY OF APACHE JUNCTION, an Arizona
municipal corporation:
By: Walter"Chip" Wilson
Title: Mayor
ATTEST:
Jennifer Pena
City Clerk
10
APPROVED AS TO FORM:
c S•r2•24
Richard J. Stern
City Attorney
11
STATE OF 42: )
ss.
COUNTY OF )
The foregoing was subscribed and sworn to before me this
day ofP tr 2024, by - 0 G as _ of
Senergy oleum, an Idaho corporation.
otary Pu is
My Commission Expires:
0 COLLEEN FITZPATRICK
� Notary Public-Maricopa County
Commission No.665389
My Commission Expires
March 21,2028
STATE OF ARIZONA )
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn before me this day
Of , 20_,, by Walter"Chip" Wilson, as Mayor of the City of
Apache Junction, Arizona, an Arizona municipal corporation.
Notary Public
My Commission Expires:
12
EXHIBIT A
13
C,_*
SENERGY Estimate
PETROLEUM
Date 8/2/2024
Estimate# 93391
Senergy Petroleum
www.gosenergy.com Expires 8/2/2024
Project
Subsidiary Senergy Petroleum, LLC
Bill To Ship To
City of Apache Junction State Contr... City of Apache Junction State Contr...
575 E Baseline Ave 575 E Baseline Ave
Apache Junction AZ 85119 Apache Junction AZ 85119
United States United States
Into Units $IL4 .rkate Amount Tax Rate—
5,000 CLEAR-ULSD#2 G 2.499 . 2.499 12,495.00
5,000 FEDERAL EXCISE TAX-DIESEL 0.244 0.244 1,22000
5,000 ARIZONA STATE TAX-DIESEL 0.26 0.26 1,300.00
5,000 ARIZONA UST FEE 0.01 0.01 50.00
5,000 FEDERAL FER FEE 0.00214 0.00214 1070
5,000 FEDERAL SUPERFUND FEE 0.00405 0.00405 20.25
Sub Total 15,095.95
CTR#063147
Total $15,095.95
C'T SENERGY Estimate
PETROLEUM
Date 8/2/2024
Estimate# 93388
Senergy Petroleum
www.gosenergy.com Expires 8/2/2024
Project
Subsidiary Senergy Petroleum, LLC
Bill To Ship To
City of Apache Junction State Contr... City of Apache Junction State Contr..
575 E Baseline Ave 575 E Baseline Ave
Apache Junction AZ 85119 Apache Junction AZ 85119
United States United States
8,500 87-E10%-CBG-UNLEADED G 2.5944 2.5944 22,052.40
8,500 ARIZONA STATE TAX-GASOLINE 0.18 0.18 1,530.00
8,500 FEDERAL SUPERFUND FEE-E10% 0.00364 0.00364 30.94
8,500 FEDERAL EXCISE TAX-GASOLINE 0.184 0.184 1,564.00
8,500 FED FER FEE-E10% 0.00193 0.00193 16.41
8,500 ARIZONA UST FEE 0.01 0.01 85.00
Sub Total 25,278.75
Contract#063147
Total $25,278.75
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FIRST AMENDMENT TO AGREEMENT FOR BULK FUEL BETWEEN
THE CITY OF APACHE JUNCTION AND SENERGY PETROLEUM, LLC
THIS AMENDMENT is made and entered into this IV day of
2025, ("the Execution Date") by and between the CITY OF APACHE JUNCTION,
ARIZONA, an Arizona municipal corporation ("City"), and SENERGY
PETROLEUM, LLC,an Idaho limited liability company ("Contractor"), sometimes
collectively referred to as the "Parties" or individually as the "Party".
RECITALS
A. On August 20, 2024, the Parties entered into an Agreement for the
purchase of bulk fuel (the "Agreement") under which City purchased bulk fuel
from Contractor utilizing the State Cooperative Contract No. CTR063147.
B. The Agreement expires on June 30, 2025 and the City desires to extend
the term of the Agreementfor one year pursuant to the terms of the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of mutual promises contained herein
and other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged,the Parties agree to amend the Agreement as follows:
A. The preamble is deleted in its entirety and replaced with the following:
"THIS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF APACHE JUNCTION, an Arizona municipal
corporation ("Licensor" or "City") and SENERGY PETROLEUM, LLC, an
Idaho limited liability company ("Contractor"), who shall be collectively
referred to as the "Parties" or individually as the "Party, for the project
entitled "bulk fuel.""
B. Section 5, titled "Contract Term" is hereby amended as follows:
"The term of this Agreement shall commence on July 1, 2025 and end on
June 30, 2026."
Except as expressly amended herein, all other terms and provisions of the
Agreement shall remain in full force and effect until the Agreement is
terminated.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
signed by their duly authorized representatives as of the day and year first
above written.
CONTRACTOR:
SENERGY PETROLEUM, LLC, an Idaho
Ii ' e liabjlity company
Its- '"
CITY:
CITY OF APACHE JUNCTION, ARIZONA,
an Arizona municipal corporation
By: Walter"Chip"Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
APPROVED AS TO FORM:
R. Joel Stern
City Attorney
2
(!JSTATE OF C )
) Ss.
COUNTY OF )
JW 41
Th foregoing was subs 'bed sworn to before me this
day of 2025, by fro as of
SENERGY PETROLEUM, LLC, an by
liability company.
h
otary Public
My Commission Expires:
D=COL
TER
I
SQNO95MYCOMMIST tt 2027
STATE OF ARIZONA )
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this
day of _ , 2025, by Walter "Chip" Wilson, as Mayor of the City of
Apache Junction, Arizona, an Arizona municipal corporation.
Notary Public
My Commission Expires:
3
FY 2025-2026 BULK FUEL CONTRACT
Background
The City of Apache Junction entered into an agreement with
Senergy Petroleum, LLC, to provide bulk fuel for an initial term
of July 12024 to June 30, 2025, in an amount not to exceed
$8401000 . 001, utilizing the State Cooperative Contract No.
CTR063147.
Staff Recommendation
Staff respectfully recommends the council approve the agreement
authorizing the city to contract with Senergy Petroleum, LLC for bulk
fuel delivery July 1, 2025, through June 30, 2026 through State
Cooperative Contract No. CTR063147.
►P�"E�c�, City of Apache Junction, Arizona 300 E Superstition
Boulevard
� 0 Agenda Item Cover Sheet Apache Junction,AZ
_ 85119
Agenda Item No.2.
Piz File ID: 25-249
Sponsor: Bryant Powell and Joel Stern Agenda Date: 6/2/2025
Index: In Control: City Council Work Session
Presentation and discussion on extending development agreement through 1 st amendment for
160-acre property located at the S/E corner of Meridian Drive and Southern Avenue (Fortune
Travel, Inc. represented by Sean Lake of Pew & Lake, PLC).
City of Apache Junction,Arizona Page 1 Printed on 512812025
�PQACHE�G
City o Apac e junction
Z Horne of the Superstition Mountains
gRIZoN° City Manager's Office
DATE: June 2, 2025
TO: Honorable Mayor and
Members of City Council
FROM: Bryant Powell
City Manager
SUBJECT: EXTENSION OF DEVELOPMENT AGREEMENT THROUGH 1ST AMENDMENT
FOR PROPERTY AT THE SOUTHEAST CORNER OF SOUTHERN AVENUE AND
MERIDIAN BOULEVARD
The owners of the 160-acre property located at the above location have been working with the city for
many years regarding the development of this property.
In fact, in 2009 the council approved a development agreement wherein the property would be annexed
into the city with trailer homesite zoning, allowing up to 650 adults only manufactured home dwelling
units, among other things, with a Term expiring on May 30, 2030.
Because of circumstances beyond the control of the parties relating to on-site drainage and stormwater
flow, an amendment to the agreement until June 30, 2040, is necessary to allow further negotiations
relating to the use and densities of the property. Staff request mayor's approval by the council
authorizing the extension.
FIRST AMENDMENT TO PRE-ANNEXATION DEVELOPMENT AND
DRAINAGE SETTLEMENT AGREEMENT BETWEEN THE CITY OF
APACHE JUNCTION AND FORTUNE TRAVEL, INC.
THIS AMENDMENT Is made and entered into this _ day of ,
2025, ("the Execution Date") by and between the CITY OF APACHE JUNCTION,
ARIZONA, an Arizona municipal corporation ("City"), and FORTUNE TRAVEL,
INC., an Oregon corporation ("Developer"), sometimes collectively referred to as
the "Parties" or individually as the "Party".
RECITALS
A. On August 18, 2009, the Parties entered Into a Pre-Annexation
Development and Drainage Settlement Agreement (the "Agreement') for
development of one hundred twenty-three (123) acres located adjacent to the
southeast corner of Southern Avenue and Meridian Boulevard (the "Property").
B. Since 2009, ADOT condemned and developed the SWC of the Property
for a freeway on ramp and no other development has taken place. The Agreement
set to expire on May 30, 2030 ("Expiration Date").
C. Developer and City desire to amend the Agreement for an additional ten
(10) years after Expiration Date.
AGREEMENT
NOW, THEREFORE, in consideration of mutual promises contained herein
and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Parties agree to amend the Agreement as follows:
A. Section 2. TERM. The original Term of this Agreement Is from August 18,
2009 through May 30, 2030, or until all obligations have been fully performed,
which ever date is sooner. The Term is extended with an end date of June 30,
2040, but there shall be no further extensions unless agreed to by an Amendment
to this Agreement. All obligations of the City and Developer under the Agreement
remain in full force and effect.
Additionally, except as expressly amended herein, all other terms and provisions
of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be
signed by their duly authorized representatives as of the day and year first above
written.
DEVELOPER:
FORTUNE TRAVEL, INC., an Oregon
corpor 'on By: ;I". -
Its;
CITY;
CITY OF APACHE JUNCTION, ARIZONA, an
Arizona municipal corporation
By: Walter "Chip" Wilson
Its: Mayor
ATTEST:
Evie McKinney
City Clerk
APPROVED AS TO FORM:
-25
R. Joel Stern ---- -- - --
City Attorney
2
STATE OF )
) ss.
COUNTY OF )
The foregoing was subscribed and sworn to before me this day
of_ , 2025, by as of Fortune
Travel, Inc., an Oregon corporation.
cf6e 0-11Ae"heA/
Notary Public
My Commission Expires:
STATE OF ARIZONA )
) Ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this day
of , 2025, by Walter "Chip" Wilson, as Mayor of the City of
Apache Junction, Arizona, an Arizona municipal corporation.
Notary Public
My Commission Expires;
3
CALIFORNIA JURAT GOVERNMENT CODE§8202
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
Counryof
Subscribed and sworn to(or affirmed)before me on
this '21, L day of M°tY ,20 2-f , by
Date Month Year
(�) /mil i a hG+-/ 7`h�°S��+•�
(and(2) ),
WY AK AltEUANO M"OT Name(s)of Signer(s)
Notary Public•calftmis
Comsles County
hsto„i 4 proved to me on the basis of satisfactory evidence to
ilty Comm.ExPires Jun 20,2029 be the person(s)who appeared before me.
Signature
Place Notary Seal and/or Stamp Above SignatuW of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to on unintended document.
Description of Attached Document
Title or Type of Document: F;r-{f A",&4men � -b Pl-r-�nr�� A-, L'�I-ve/vpfilel?°
Document Date: Numberof Pages: J
Signer(s)Other Than Named Above:
P31t'+`� s:8� `*'��9��Ef� 'tri7�i�sy�gbp4d3h�"At�f�i4fl�Y#ttt�hl�iG�,yy��f3J�f'..ir,�tikt�+�k�'d€fE�i!!R77��Ff�.�IE�FAiE±r.�M43E�
02019 National Notary Association
L O�y OFFICIAL RECORDS OF
, e 75 � PINAL COUNTY RECORDER
IL
WHEN RECORDED RETURN TO : � LAUM EANm LYTLE
City Attorney
City of Apache Junction DATE / TIME : 08 / 21 / 09 1253
300 East Superstition Boulevard FEE : $ 25 . 50
Apache junction, Arizona 85119 PAGES : 34
f FEE NUMBER : 2 0 0 9 - 0 8 6 0 10
PRE-ANNEXATION DEVELOPMENT AND
DRAINAGE SETTLEMENT AGREEMENT
CITY OF APACHE JUNCTION, ARIZONA
an Arizona municipal corporation,
and
FORTUNE TRAVEL, INC .
an Oregon corporation
August 1 $ , 2009
1
PRE-ANNEXATION DEVELOPMENT AND
DRAINAGE SETTLEMENT AGREEMENT
Theis PRE-ANNEXATION DEVELOPMENT AND DRAINAGE SETTLEMENT
AGREEMENT ("Agreement") i6 s entered into by and between the CITY OF APACHE
JUNCTION, an Arizona municipal corporation ("City") and FORTUNE TRAVEL, INC . , an
Oregon corporation (" Develop er") . City and Developer are sometimes herein referred to
collectively as "Parties", or individually as a "Party" .
RECITALS
I Developer owns approximately one hundred twenty-three ( 123 ) acres of
41
unimproved real property, Pinal County Assessor Parcel Nos . 102 19 003A and 102 19 0038 ,
located adjacent to the southeast corner o f Meridian Boulevard and Southern Avenue in
unincorporated Pinal County, Arizona (the Property") , the legal description and map of which
are attached hereto as Exhibit A and are incorporated herein by reference.
2e. The Parties desire that the Property be annexed into the corporate limits of the
City,* and once annexed, it is the intention of Developer to develop the Property in phases as an
'm
active adult manufactured home community consisting of approximately 650 residential units
and a clubhouse.
3e. The annexation of the Property, the contemplated development and use of the
Property pursuant to this agreement are consistent and in harmony with the 1999 Apache
Junction General Plan (" General Plan") ,,
4 . Developer desires to gain consent from the City for Superstition Mountains
Community Facilities District No . 1 (" Sewer District") to provide sewer service to the Property
pursuant to A . R . S . § 48 -709 (A)( 14) .
5e. Developer has submitted, or will submit, a completed development review
application for the Property (which includes, but is not limited to , applications for approval of
and drai ffi
nage, trac, elevations , site plan, landscaping, and signage) for review by Cigradingty
IP
in accordance with City's customary and ordinary zoning, planning and development review
processes . The proposed Site Plans for the Property are attached hereto as Exhibits B-a- I , B -2 , B -
3 and B -4 .
6 . It 1* s anticipated that development of the Property pursuant to this Agreement will
result in aesthetic, planning, economic and other tangible and intangible public benefits to the
City inc,lud ing prov id ing for the construct ion of the Public Roadway Improvements and Dra inage
Improvements as more fully described in Exhibit C, pro viding for planned and orderly
development of the Property, adding to the tax base and otherwise increasing tax revenues to the
Cit y arising from or relating to the Property, improvi ng or enhancing the economic welfare of the
residents or businesses of the City and advancing the goals of the Apache Junction General an,
and providing for additional tangible and intangible municipal benefits provided for in this
Agreement .
2
7 ,v The Parties understand and acknowledge that this Agreement is a "Development
Agreement" within the meaning of, and entered into pursuant to the terms of, A . R. S . § § 9m5OO * O5
and 9-500 . 11 . In order to facilitate the annexation, this Development Agreement provides for,
among other thing s : i) conditions, terms, restrictions and requirements for the annexation of the
PropertybY theCitye (ii the permitted uses of the Property; (111) the density and intensity of such
uses ; and (iv) other matters related to the development of the Property. The terms of this
Agreement shall constitute covenants running with the land as more fully described in this
Agreement.
8 . This Agreement is also intended to settle any and all fugitive drainage claims,
o bj ections, and alleged stormwater drainage damages that currently exist or could be brough t b y
either Party, and fully to release and discharge all claims that either Party may have against the
other in connection with such claims and damages .
AGREEMENT
NOW, THEREFORE , in consideration of the foregoing Recitals and the mutual
promises and covenants set forth herein, and for other considerati on, the receipt and adequacy of
which is hereby acknowledged, the Parties hereto state, confirm and agree as follows :
SECTION 1 . ACCURACY OF THE RECITALS
The Parties hereby confirm the ac.. curacy of the Recitals set forth above, which are incorporated
herein by this reference..
SECTION 2 . TERM
This Agreement shall commence on the date that the conditions in Section 4 are satisfied and
this Agreement is recorded ("Effective Date") with the Pinal County Recorder1 s Office all shall
continue until May 30, 2030, or until all obligations have been fully performed, which ever date
is sooner. Notwithstanding the foregoing, provided City is not in default, all obligations of
Developer to indemnify, defend and hold the City harmless shall survive the expiration or earlier
termination of this Agreement .
SECTION 3 . APPLICABLE LAWS
The development and operation of the Property including, without limitation, the type of use, the
maximum height and size of the buildings , building setback requirements, parking requirements,
si a e. landscaping requirements, provisions for dedication of land for public purposes , will be
governed b the following, as they exist on the Effective Date and as amended b e Mayor and
City Council from time to time provided the changes are not in conflict with the Development
Agreement or Planned Area Development and does not alter including the density, design
criteria, lot size, setback and parking requirements established i* n the Planned Area Development
approved bY the City Counci l in the Zoning Application; Arizona Revised Statutes, Federal laws,
the Cit ' s General Plan ; the Apache Junction City Code, Land Development Code, Zoning
3
4F I*
Ordinance, Site Plan, Subdivision Regulations , as applicable, Engineering Policies and
Guidelines, Building Codes ; stand-alone ordinances and resolutions and all other requirements
and policies and practices which apply to the development,,
SECTION 4,, ANNEXATION AND ZONING
A . Annexation
4 . A . 1 . Developer shall deliver to City a Petition for Annexation of the Property duly
executed by all necessary property owners and others holding any interest in the
Property (the "Annexation Petition") . Upon receipt of the Annexation Petition,
and other petitions from affected property owners, City shall co m ply with the
provisions of A . R. S . § § 9m471 et seq. , and, if annexation of the Prop erty is
thereupon determined to be in the best interest of City, City shall adopt the final
t e tordinance annex ing into he corporate limits of City (the
"Annexation Ordinance") . It is ant ic ip ated this Agreement, the Annexation
Ordinance and the Rezoning, will all be c onsidered by the Mayor and City
Council on the same date ,,
4 . A . 2 . The effective date of the Annexation Ordinance shall be referred to in this
Agreement as the "Annexation Date. " Developer shall take all actions and execute
all documents reasonably necessary to cause or facilitate the completion of the
annexati on process . Developer agrees, understands and acknowledges without
limiting any other remedy or relief for a subsequent breach of any of the
conditi ons of this Agreement, that once the Property has been annexed into the
corporate limits of the City, there presently does not exist any statutory remedy
for such breach by the City that would result in the Property being automatically
de-annexed from the City and returned to the status of being located in
unincorporated Pinal County territory.
B . Zoning
Contemporaneously with the Annexation Ordinance and pursuant to A. R. S . § 9-471 (L) , City
staff shall recommend to the City Council, a City zoning classification for the Property of
General I ural (" GR"), which is the equivalent to the Property' s current Pl* nal County zoning
class ification. In addition, immediately after the Annexation Ordinance is considered by the
Mayor and City Council , staff wi ll recommend to the Mayor and City Council a zoning
designation for the Property as Trailer Homesite by Planned Development 44TH -PD " . The
enactment of any zoning ordinance with respect to the Property shall be in the sole discretion of
the City Council .
C . Conditions Precedent
4 - C . 1 The annexation of the Property into the City,, and the adoption of a THmPD Zoning
classification with conditions of approval mutually acceptable to it and Developer for the
Property are conditions precedent to the commencement and effective date of this Agreement. In
4
the event of a failure of the conditions precedent to be met, Developer upon seven (7) calendar
days ' written notice to the City, shall elect either to terminate this Agreement or to waive such
49
conditions precedent and thereupon to undertake the Developer' s obligations as described in
Section 5 ,
4 .. C . 2 . Reconsideration Provision : The City agrees to place the annexation ordinance on
the next City Council meeting for reconsideration upon Owner' s timely written request for
reconsideration if: (a) any person or entity timely files any protest, appeal,, referendum, litigation
or other petition (including, but not limited to, any petition filed pursuant to A . R. S . Section 9 -
471 (C)) challe ng ing the validity or approval of the Annexation Ordinance ; (b) the City does not,
at or before the same City meeting in which the Annexation Ordinance is adopted app rove the
zoning; (c) any person or entity timely files any protest petition challenging the validity or
approval of the Zoning', or (d) any person or entity timely files any protest, appeal , referendum.,
litigat ion or other petit ion challeng ing the val idity or approval of th is Agreement. If Owner
exercises its rights under this Section 4 , the request will be submitted to the City in suffic ient
ti* me to allow for requisite notice In under the City'- s Codes and Ord inances .
4 . C . 3 . Automatic Termination of Agreement. The City and Developer hereby
acknowledge and agree that this Agreement shall automatically terminate and be of no force or
effect 1" f the City' s annexation of the Property does not, for any reason become effective and final
pursuant to A. R . S . § 9-471 (D) on or before May I O, 2 010 .
SECTION 5 . DEVELOPER' S OBLIGATIONS
Developer ' s obli gations under this Agreement and Section 5 shall only be required i f the
Developer elects in its sole and absolute discretion to proceed with the development. At that
point and only at that point, the Developer shall be obligated to complete the Public Roadway
Improvements and Drainage Improvements as set forth and described in Exhibit C . If Developer
proceeds, Developer agrees to do all of the following :
a., Sign an annexation petition as referenced in Section 4 as presented by the City and
take any other reasonable action if necessa ry at no cost or expense to CI'* ty to
accomplish annexation of the Propertyi" nto the corporate limits of City.
b . At its sole cost and expense, build and complete the Public Roadway Improvements
and Drainage Improvements as set forth and described in Exhibit C to the City
ngineer' s satisfaction within the time frames established for each phase. City
acknowledges that Developer will be reimburse 160, 000 for Drainage
®R
Improvements and shall receive a Development Fee credi t for Right o f Way
I*
dedication value and Public Roadways Improvements in accordance with ARS § 911=
463 * 05 (B) (3 ) ,m City furtheracknowled ese responsible for
twenty- five percent 25 %) of the traffic si" alizatl' on costs at Southern and Meridian .
c Complete construction on a clubhouse which is detailed on the case file renderings
Which has been submitted to the Development Services Department, Planning
Divisi on, no later than thirty (30) months after obtaining all governmental approvals .
5
SECTION 6 . CITY ' S OBLIGATIONS
City agrees to do all of the following :
40
a. So long as Developer is not in default of this Agreement, upon completion and
approval of the Drainage Improvements detailed in Exhibit C , pay Developer an
amount of no more than One Hundred Sixty Thousand Dollars ($ 160, 000 . 00) .
Payment shall be made by City within sixty (60) calendar days after receipt by City of
written demand from Developer for reimbursement, including copies of recelpted
invoices (showing payment in full) and lien releases for all work. Developer
understands and agrees that City shall not reimburse Developer for interest relating to
the Public Roadway Improvement or Drainage Improvement costs or any other sum
arising from or relating to the fact that the reimbursements to Developer may be paid
over time . This shall be the entire payment from the City to Developer with respect
to the Drainage Improvements, notwithstanding any greater cost or expense incurred
by Developer.
b . Reimburse Developer all offsets that are allowable (as determined by the
Development Fee Adm in istrator) under Apache Junction City lCod e, Vol . II, Land
Development Code, Chapter 7 DeveQPlment Fees for roadway improvements to
Meridian Drive and Southern Avenue, and any associated traffic signall'ozati" on as
required in Exh ibit C . C ity shall provide Development Fee credits toward the
payment of the development fee for the required dedication of public right-of-way for
which the development flee is assessed provided by Developer in accordance with
A . R. S . § 9M463 -10105 (B) (3 ) 40
c. Completion of construction of the Drainage Improvements by Developer as described
in Exhibit C are conditions precedent to the City providing the reimbursements to
developer provided 1* n subsections (a) and (b) above..
SECTION 7 . CONSTRUCTION
The Public Roadway Improvements shall consist of construction of all adjacent half streets
( Southern Avenue and Meridian Drive), curbs, gutters, sidewalks , streetlights , underground
utility work, and City-required traffic signals described in Exhibit C to this Agreement ..
SECTION 8. DESIGN, BIDDING, CONSTRUCTION AND DEDICATION
The Public Road way lmpro vements shall be designed, bid , constructed and dedicated in
accordance with Applicable Laws, including without limitation all Applicable Laws concernin g
City procurement and public bidding procedures such as , but not limited to A . R. S . Title 34 as
determined to be appli cable by the City Engineer.
SECTION 9 . CITY REVIEW AND APPROVAL OF PLANS,
6
Developer recognizes that its development and construction of the Public Roadway
Improvements and Drainage Improvements pursuant to this Agreement are subject to City' s
normal plan submittal , review and approval processes and fees, and day-to-day inspection
services .
SECTION 109 DEDICATION, ACCEPTANCE AND MAINTENANCE OF PUBLIC
IMPROVEMENTS
When the Public Roadway Improvements as determined by City are considered to be completed,
upon written request of City or Developer, Developer shall dedicate and City shall accept such
Public Roadway Improvements in accordance with the Applicable Laws set forth above and
upon such reasonable and customary conditions as City may impose, is without
limitation a two (2) year workmanship and materials contractor's warranty. Upon acceptance by
City, the Public Roadway Improvements shall become public facilities and property of City, and
City (subject to the warranty described above) shall be solely responsible for all subsequent
maintenance, replacement or repairs ., With respect to any claims arising prior to acceptance of
the Public Roadway Improvements by City, Developer shall bear all risk of, and shall indemnify,
defend, pay and hold harmless City and its officials, employees and City Council members, for,
from and against any claim ansing from any 4P injury (personal , economic or other) or p rop erty
damage to any person, entity or utility, arising from the condition, loss, damage to or failure of
any of the Public Roadway Improvements . Developer shall not dedicate, and City shall not
accept ownership of, the Drainage Imp rovements described in Exhibit C. and Developer shall
49
maintain the Drainage Improvements in perpetuity consistent with conventional drainage
mai ntenance standards . The foregoing covenant of Developer to maintain the Drainage
Improvements shall survive the expiration or earlier termination of this Agreement .
SECTION 11 . TIMING FOR PAYMENT OF CITY FEES
Developer shall pay all impact, development, and administrative fees currently in effect or as
may be adopted in the future (referred to individually as a "City Fee" or collectively as "City
Fees") as and when such City Fees are assessed, due or otherwise required to be paid by
Developer, except that payment of Permitting Fees and Development Fees assessed for each unit
pursuant to Apache Junction Ci'0t,,,,.y. Co Volume II , Land Development Code, Chapter 7 ,
Development Fees , may be paid on a unit by unit basis .
SECTION 12 . CITY REPRESENTATIONS
1
City represents and warrants to Developer that :
a. City' s execution and approval of this Agreement has been made in comp li ance with
the procedural requirements of the Apache Junction City Code and Arizona Revised
Statutes .
b . City will execute and acknowledge when appropriate all documents and instruments
and take all actions necessary to implement and evidence this Agreement .
7
00
c . As of the date of this Agreement, City knows of no litigation, proceeding, initiative,
referendum, or investigation contesting the powers of City or its is with respect
to this Agreement that has not otherwise been disclosedin writing to Developer.
d . The execution, delivery and performance of this Agreement by City is not prohibited
by, and does not conflict with, any other agreements , instruments or judgments or
decrees to which City is a party or is otherwise subject..
e,. City has been assisted by counsel of its own choosing in connection with the
preparation and execution of thi s Agreement.
SECTION 139 DEVELOPER REPRESENTATIONS
Developer represents and warrants to City that :
a. Developer has the full right, power and authorization to enter into and perf0 orm this
Agreement and the obli gations and undertakings of Developer under this Agreement,
and the execution, delivery and performance of this Agreement by Developer has
been duly authorized and agreed to in compliance with the organizational documents
of Developer.
b . All consents and approvals necessary to the execution, delivery and performance of
this Agreement have been obtained, and no further action needs to be taken in
connection with such execution, delivery and performance.
c. Developer will execute and acknowledge when appropriate all documents and
instruments and take all actions necessary to implement, evidence and enforce this
Agreement.
d . As of the date of this Agreement, Developer knows of no litigation, proceedi ng or
investigation pending or threatened against or affecting Developer, which could have
0
a material adverse affect on Developer's performance under this Agreement that has
not otherwise been disclosed in writing to City.
e. This Agreement (and each undertaking of Developer contained herein) constitutes a
valid, binding and enforceable obligation of Developer, enforceable according to its
terms, except to the extent limited by bankruptcy, insolvency and other laws of
general application affecting creditors' rights and by equitable princ iples, whether
considered at law or in equity,,, Developer will defend the validity and enforceability
of this Agreement in the event of any proceeding or litigati on arising from its terms
that names Developer as a party or which challenges the authority of Developer or
41 'P
City to enter into or perform any of its obligations hereunder and will cooperate with
City in connection with any oil er acti on I y a Third Party in which City is a party and
the benefits o is Agreement to City are challenged, and Developer shall indemnify,
defend, pay and hold City harmless for,, from and against all costs, expenses and
attorneys ' fees incurred by City in connection with any such action to defend
enforceability of this Agreement. City and Developer agree to work together to : I )
evaluate the obligation to proceed in defense of this Agreement, or 2) to mutually
8
terminate this Agreement ; and 3 ) provide for reimbursement by Developer to City for
any challenged payments made under this Agreement for Drainage Improvements. In
no event shall Developer be obligated to spend more than $ 160, 000 in defense costs .
f The execution, delivery and performance of this Agreement by Developer is not
prohibited by, and does not conflict with, any other agreements, instruments,
j udgments or decrees to which Developer is a party or to which Developer is
otherwise subject.
g. Developer has not paid or given, and will not pay or give, any third party any money
10
or other consideration for obtaining this Agreement other than normal costs of
conducting business and costs of professional services such as the services of
architects, engineers and attorneys ,.
h. Developer has been assisted by counsel of its own choosing in connection with the
preparation and execution of this Agreement.
SECTION 14 . COOPERATION
City and Developer each shall designate and appoint a representative to act as a liaison between
City and its various departments and Developer. City or Developer may change their
representatives at any time, but each Party agrees to have a current active representative
appointed for such purposes . The initial representative for City ("C ity Representative") s h all be
City Manager George Hofftnan (or his successor or designee if notice is provided to Develop er) ;
and the initial representative for Developer ("Developer Representative") shall be Project
Manager Todd Lutz (or his successor or designee if notice is provided to 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 pursuant to this Agreement',
but the representatives do not have the power or authority to alter or amend any term, condition
or provision of this Agreement.
SECTION 15 . DEFAULT
Failure or unreasonable delay by any Party to per form or otherwise act in accordance with any
term or provision of this Agreement for a period of thirty (30) calendar days or such other
reasonable amount of time necessary to cure the default, provided the cure has commenced and
is being prosecuted diligently, continuously and in good faith, and after written notice thereof
from the other Party (the "Cure Period") , shall constitute a default under this Agreement . Said
notices shall specify the nature of the alleged default and the manner in which said default may
be satisfactorily cured, if possible . In the event such default 1* s not cured within the Cure Period,
the non-defaulting party shall have the remedies set forth below . Said notice shall specify the
nature of any alleged default and the manner in which said default may be satisfactorily cured, if
possible. In the event such Default is not cured within the Cure Period, the non-defaulting party
shall have the remedies set forth as follows :
( 1 ) Cie ty, s exclusive remedies for a Default by Developer shall consist of, and shall be limited
to the followin
g :
9
'D
(A) For a breach by Developer of this Agreement, City' s exclusive remedy
shall be to terminate Ci ty' s obligations aris ing under Sect ions 6(a) of this Agreement by written
notice thereof to Developer.
(B) At any time, City may seek special action or other similar relief (whether
characterized as mandamus, inj unction or otherwise), requi ring Developer to undertake and to
fully and timely address a public safety concern or to enjoin any constructi on or activity
undertaken by Developer that i' s noti" n accordance with the terms of the Agreement .
(C) Nothing in this Agreement shall be deemed to limit City" s administrative
remedies or Cityls remedies against Developer with respect to a breach by Developer of its
obligations of indemnity .
(2) Developer' s exclusive remedies for a Default by City shall consist of, and shall be
limited to the following :
(A) Developer ' s exclusive remedy for a monetary Default by City shall
consist of and shall be limited to recovery of damages for unpaid amounts due in accordance
with the provisions of this Agreement . Such damages shall be deemed to consist of Developer' s
actual damages as of the time of entry of judgment (meaning the right to receive payments in
accordance with the terms of this Agreement) . Developer expressly waives any right to seek
consequential , special, punitive, multiple, exemplary or any other damages with respect to a
monetary Default.
(B) Nothing in this Agreement shall be deemed to limit the Developer' s
remedies, as ma.ly be p rovided by law or in equity, for non-monetary Defaults by City.
SECTION 16. ENFORCED DELAYS (FORCE MAJEURE)
Neither CiVP
ty nor Developer, as the case may be, shall be considered not to have performed its
4P
obligations under this Agreement in the event of enforced delay (an "Enforced Delay") due to
causes beyond its control and without its fault or negligence or failure to comply with Applicable
Laws, i ncludi ng, but not restricted to , acts of God, fires, floods , epidemics, pandemics,
quarantine, restrictions, embargoes, labor disputes,, and unusually severe weather or the delays of
subcontractors or materialmen due to such causes, acts of a public enemy, war, terrorism or act
of terror (including but not limited to bio-terronsm or ecomterrons nuclear radiation,
blockade, insurrection, not, labor strike or interruption, extortion, sabotage, or similar occurrence
or any exercise of the power of eminent domain of any governmental body on behalf of any
public entity, or a declaration of moratorium or similar hiatus directly affecting the Property
(whether permanent or temporary) by any public entity. In no event will Enforced Delay include
any delay resulting from unavailability for any reason of particular tenants or purchasers of
portions of the Property, labor shortages, or the unavailabi lity for any reason of particular
contractors, subcontractors , vendors or investors desired b Developer in connection wi th the
Property. Developer agrees that Developer alone will bear all risks of delay which are not
Enforced Delay. In the event of the occurrence of any such Enforced Delay, the time or times
10
1P 10
for performance of the obligations of the Party claiming delay shall be extended for a period of
the Enforced Delay; provided, however, that the Party seeking the benefit of the provisions of
this Section shall , within thirtY (30 calendar days after such Party knows or should know of any
such Enforced Delay, first notify the other Party of the specific delay in writing and claim the
right to an extension for the period of the Enforced Delay and continue notification every sixty
(60) calendar days until cured .
SECTION 17. ATTORNEY FEES AND COSTS ., INDEMNITY
In the event of commencement of a legal action in an appropriate forum by a Party to enforce
any covenant or any of such Party' s rights or remedies under this Agreement, including any
1P
action for declaratory or equitable relief, the prevailing Party in any such action shall be entitled
to rec overy of its reasonable attorneys ' fees and court costs and expenses, including, but not
limited to, its costs oxPertf e witnesses, transortato
pon, lodging and meal costs of the Parties and
witnesses , costs of transcript preparation and other reasonable and necessary direct and
incidental expenses associated with such dispute.
SECTION 18 . SETTLEMENT OF ALL CLAIMS
The Parties agree that they (and their successors and assigns) will not initiate or cause to be
i nitiated against each other or any of their current, past, or future agents , servants, employees,
elected officials, appointed representatives, attorneys , fiduciaries, subsdii aries , affiliates,
d ivisi ons, successors , assigns, or any person or entity acting or claiming by, through, under or in
concert in both their personal and corporate capacities (collectively "Representatives") , any
claim, lawsuit, action, appea l , investigat ion, or proceeding of any kind pertain ing or in any way
related to any past or present drainage/sto water/fugi* tive (or other) water associated with flow
or drainag e from or onto the Prop erty or loss , damage or injury to persons or property therefrom
(collectively the "Water Claims") .
Further, the Parties, their heirs, executors, administrators,, and assigns, hereby release and forever
discharge each other and their respect ive Representatives referred to above from any and all
claims, demands, damages , causes of action, and any liability whatsoever, known or unknown',
suspected or unsuspected, relating to the Water Claims .
The Parties warrant that they do not have (and hereby expressly release and disclaim) any claim,
charge, or complaint, either formalo r 1nformal , pending against each other, their Representatives
referred to above, with any court, tribunal , administrative agency, governmental agency,
insurance or I ondinQ agent relating to any as or present drai nage/stormwater/fugitive water
associated with the Water Claims .
The PartiPartiesagree that this Agreement may be pleaded as a complete bar to any action or suit
before any court or administrative body, with respect to any claim under federal , state or other
law, provided that the P arty offering this Agreement as a bar to such action or suit is not in
default of its obligations arising under thi s Agreement.
SECTION 19. MISCELLANEOUS PROVISIONS
11
A. City Access to Property Developer agrees to permit access to the Property by the
City., its offici als, personnel and designees, at reasonable times, subject to
reasonable safety requirements as Developer may impose from time to time, to
assure compliance with all Applicable Laws, the Planned Development and the
terms of this Agreement.
B . Public Access . Develop er will gr ant to City, as may be necessary, recorded
emergency vehicle access and use easements over and through any private
roadways as may exist from time to time within the Property.
C . Restriction on Transfers. During the first three (3 ) years after execution of this
Agreement, Developer may transfer lots interest to another entity to perform the
construction of the Project as long as Michael and/or Ernie Thesman are listed as
Principal and Managing partners of said entity. However, during the same period,
Developer may not transfer its interest to another entity i* f Michael and/or Ernie
Thesman are not Principal or Managing partners without prior written consent of
City, which consent may not be unreasonably withheld .
During the first three (3 ) years of this Agreement is in effect, Developer shall
provide written notice ("Transfer Notice") to City with resp ect to any sale or
assignment of any interest in Developer which results in Michael or Ernie
Thesman not becoming a Principal or Managing Member of the entity. Such
Transfer Notice shall be tendered to City at least sixty (60) calendar days before
such Transfer takes place .
The transfer prohibition shall not apply if Michael or Ernie Thesman provides
documentation satisfactory to City in its reasonable discretion of a permanent and
substantial medical illness or disease, disability or death of either Michael or Ernie
Thesman .
D . Development Agreement Approval . Both Parties agree and understand this
Agreement is subject to approval by at least a majority of the Council .
E . Severabl" 11" tY. City and Developer each believes that the execution, delivery and
performance of this Agreement are in compliance with all Applicable Laws .
However, in the unlikely event that any provision of this Agreement is declared
void or unenforceable or is construed as requiring City to do any act in violation
of any APPl icable Laws) such provision shall be deemed severed from this
Agreement and this Agreement shall otherwise remain in full force and effect ;
provided that, if the City Attorney determines that such action is legally
Permissible, this Agreement shall retroactively be deemed reformed to the extent
reasonably possible in such a manner so that the reformed agreement (and any
related agreements effective as of the same date) provide essentially the same
rights and benefits (economic and otherwise) to the Parties as if such severance
and reformation were not required ; provided, however, in no event shall such
refiormation require any general fund expenditure or incurrence of indebtedness
by City. The Parties further agree, in such circumstances, to do all acts and to
12
execute all amendments, instruments and consents necessary to accomplish and to
give effect to the purposes of this Agreement, as reformed.
F . Rights and Remedies are Cumulative . Subj ect to the provi sions and limitations of
Section 15 , the rights and remed ies of the Parties are cumulative, and the exercise
by either Party of any one or more of such rights shall not preclude the exercise
by it, at the same or different times, of any other right or remedy for any other
non-performance by the other Party.
G . Notices and Filing s . Except as otherwise required by law, any notice required or
permitted under this Agreement shall be in writing and shall be given by personal
delivery, or by deposit in the United States mail, certified or registered, return
receipt requested, postage prepaid, addressed to the Parties at thei r respective
addresses set forth below, or at such other address as a Party may designate in
writing pursuant to the terms of this Section, or by telecopy or telefacsi* ile
machine, or by any nationally recognized express or overnight delivery service
(e. g. Federal Express or UPS ) , with all postage and other delivery charges
prepaid :
If to City: City of Apache Junct ion
Attn : City Manager, George Hoffinan
3 00 E . Superstition Blvd.
Apache Junction, Arizona 85119m2899
Telephone : (480) 474m- 5066
Facsimile : (480) 474- 51 10
And too. City of Apache Junction
Attn : City Attorney, Joel Stern
300 E . Superstition Blvd .
Apache Junction, Arizona 85119-2899
Telephone : (480) 474m2604
Facsimile : (480) 982 - 5883
If to Developer: Michael Thes an
10 100 Santa Moni ca Blvd . , Suite 2400
Los Angeles , CA 90067
Telephone : 310) 551 -0841
Facsimile : (310) 551 - 0413
And to : Sean Lake
Pew & Lake, P . C .
OP
1744 South Val Vista Drive
Suite 217
Mesa, Arizona 85204
'0
Facsimile : (480) 461 -4676
13
H . Effective Date and Notices . All such notices, demands or other communications
will (1) if delivered personally or delivered through a same day delivery/courier
service be deemed effective upon delivery or refusal to accept delivery by the
addressee; ii) if delivered by U . S . Mail in the manner described above be deemed
effective upon the earlier of receipt or three (3 ) business days after deposit in a
United States post office or with a United States postal officer; and (iii) if sent by
a recognized national overni ght delivery service be deemed effective one ( 1 )
business day after deposit with such service. Any payment b y the Ci ty may be
made in the same manner or manners provided in this Section for the provisions
of Notices and shall be deemed made at the time provided in this Section for
notices, demands and other communications .
I . Waiver. The Parties agree that neither the failure nor the delay of any Party to
exercise any right, remedy, power or privilege under this Agreement shall operate
as a waiver of such right, remedy, power or privilege, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege, nor
16
shall any waiver of any right, remedy,, power or privilege with respect to any
10
occurrence be construed as a waiver of such rightremedy,, power or privilege
with respect to any other occurrence. No wai ver shall be effective unless it is in
writing and is signed by the Party asserted to have granted such waiver.
J . Counterparts . This Agreement may be executed in two or more counteip arts,
IP each of which shall be deemed an original , but all of which together 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 sl* gnatures of all Parties may be physically attached
to a single document,,
0
K. Headings. The descriptive headings of the Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
L. Exhibits . Any exhibit attached hereto shall I e deemed to I ave I een i ncorporateIP
herein by this reference with the same force and effect as if fully set forth in the
body hereof.
41 .0
M . Construction. The terms and provisions o is Agreement represent the results of
negotiations between the Parties, each of which has been, or has had the
opportunity to be, represented by counsel o its own choosing, and none of which
has acted under any duress or compulsion, whether legal , economic or otherwise.
Consequently, the terms and provisions o is Agreement shall be interpreted an'0
construed in accordance with thei r usual and customary meanings . The Parties
each hereby waive the application of any rrmuuervvisele of law which would oth be
applicable in connection with the interpretation and construction o is
Agreement that ambiguous or conflicting terms or provisions contained in this
14
Agreement (or any other provision of thi s Agreement) shall be interpreted or
construed against the Party who prepared or attorney who prepared the executed
Agreement or any earlier draft of the same .
N . Integration/Entire Agreement. Except as expressly provided herein, this
Agreement constitutes the entire agreement between the Parties with respect to
the subject matters hereof and supersedes any prior agreement, understanding,
negotiation or representation regarding the subject matters covered by this
Agreement .
O . Further Assurances . Each Party agrees to perform such other and further acts
and to execute and deliver such additional agreements, documents, affidavits,
certifications, acknowledgements and i nstruments as any other Party may
reasonably require to consummate, evidence, confirm or carry out the matters
contemplated by this Agreement or to confirm the status of (a) this Agreement as
in full force and effect, and (b) the performance of the obligations hereunder at
any time during this Term .
P . Business Da If the last day of any time period stated in this Agreement or the
date on which any obligation to be performed under this Agreement shall fall on a
Saturday, Sunday or legal holiday, then the duration of such time period or the
date of perfioance, as appli
rm cable, shall be extended so that 1" t shall end on the
next succeeding day which is not a Saturday, Sunday or Iegal holIday.
Q . Consents and Approvals . Wherever this Agreement requires or permits the
consent or approval of a Party to any act, document, use or other matter, such
consent or approval shall be given or denied by such Party in its reasonable
discretion, unless this Agreement expressly provides otherwise.
R. Covenants Running, With Land ; Inurement . The covenants, conditions , terms and
provisions of this Agreement shall run with the Property and shall be binding
upon, and shall inure to the benefit of the Parties and their respective permitted
successors and assigns with respect to such Property. Wherever the term " Party"
or the name of any particular Party is used in this Agreement such term shall
include any such Party's permitted successors and assigns .,
S . Recordation. Within ten ( 10) calendar days after this Agreement has been
approved by City and executed by the Parties, City shall cause this Agreement to
be recordedi" n the Official Records of Pi* nal County, Arizona.
T . Amendment . No change or addition is to be made to this Agreement except by
written amendment executed by City and Developer. Within ten ( 10) calendar
days after any amendment to this Agreement, such amendment shall be recorded
in the Official Records o ounty, Arizona. Upon amendment o is
Agreement as established herein, references to "Agreement" shall mean the
Agreement as amended.
15
U . Good Faith of Parties . Except where any matter is expressly stated to be in the
0
sole di scretion of a Party, in performance of this Agreement or in considering any
requested extension of time, the Parties agree that each will act in good faith.
V. Time of Essence. Time i 0 s of the essence in implementing the terms of this
Agreement.
W . No Partnership : Third Parties . Nothing contained in this Agreement shall , create,,
10
or be deemed to create, any partnership, joint venture or other similar arrangement
between City and Developer. 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 hereto, and no such other person, firm, organization or corporation shall
have any right to cause of action hereunder; except that the indemnity provisions
of this Agreement shall extend to all agents , attorneys, CouncCouncilembers and
employees of City acting in the course and scope of their employment or
engagement,,
X. Governing Law ; Choice of Forum. This Agreement shall be deemed to be made
I...- I0
under, shall be construed in accordance with, and shall be governed by the
internal , substantive laws of the State of Arizona (without reference to conflict of
law principles) . Any action brought to i nterpret, enforce or construe any provision
9
of this Agreement shall be commenced and maintained in the Superior Court of
the State of Arizona i0 n and for the County of Pl* nal (or, as may be appropriate, in
0
the Justice Courts of Pinal County, Ar izona, or in the United States District Court
for the Di strict of Arizona, if, but only if, the Superior Court lacks or declines
jurisdiction over such action) . The Parties irrevocably consent to jurisdiction and
IP
venue in such courts for such purposes and agree not to seek transfer or removal
of any action commenced in accordance with the terms of this Section .
Y . Survival of Indemnifications . All indemni ficat ions contained in this Agreement
shall survive the execution and de livery of this Agreement, the closing of any
1*
transaction contemplated herein, and the rescission, cancellation, expiration or
11 termination of this Agreement upon the terms and for the period set forth i'p n each
respective Section.
Z . Status Statements ., Any Party (the " Requesting Party" ) may, at any time, and
from time to time, deliver written notice to any oil er I arty requesting such oil er
Party (the " Providing Party" ) t o provide in writing that, to the knowledge o the
Providing Party, (a) this Agreement illi in full force and effect and a binding
obligation of the Parties, (b) thi s Agreement has not been amended or modified,
and if 6 so amended, identifying the amendments, (c) the Requesting Party is not in
default i* n the performance of its obligations under this Agreement, or i* f in default,
to descnbe therein the nature and amount o any such defaults, and (d) any other
matter reasonably requested (a " Status Statement" ) . A Party receiving a request
hereunder shall execute and return such Status Statement within fifteen ( 15 )
16
business days following the receipt thereof. City Manager or any Assistant City
Manager shall have the right to execute any Status Statement requested by
Developer hereunder. City acknowledges that a Status Statement hereunder may
be relied upon by transferees and mortgagees ; provided, however, City shall have
Jr
no liability for monetary damages to Developer, any transferee or mortgagee, or
any other person in connection with, resulting from or based upon the good faith
provision of any Status Statement by City.
AA . Nonli* abili" ty of City Officials, Etc . , and of Employees, Membersm.,and Partners,
Etc. of Developer. No City Council member, official, representative, agent,
attorney or employee of City shall be personally liable to Developer, or to any
successor in interest to Developer in the event of any Non-Performance or breach
by City or for any amount which may become due to any of the other Parties or
their successors , or with respect to any obl * gat * on of City under the terms of this
Agreement,. Notwithstanding anythi ng contained in this Agreement to the
contrary, except i* n the case of an intentional mi srepresentation, the liability of
4P
Developer under this Agreement shall be limited solely to the assets of Developer
and shall not extend to or be enforceable against : (1) the indiv idual assets of any
of the individuals or entities who are shareholders', members, managers,
constituent partners, officers or directors of the general partners or members of
Developer; (n) the shareholders, members or managers or constituent partners of
Developer; or (ill) officers of Developer.
BB . Proposition 207 Waiver. Developer agrees, understands and acknowledges that
City is entering into this Agreement in good faith and at the specific request of
Developer, and further wi th the understanding that, if City acts consistently with
the terms and conditions herein, it will not be subject to a claim for diminished
value of the Property from Developer. Developer, on behalf of it and its
successors and assigns,, intends to encumber the Property with the following
agreements and waivers . Developer agrees and consents to all the conditions
imposed by this Agreement, the Zoning, the General Plan, Applicable Laws, and
all permits and approvals issued or granted by City in furtherance thereof, and by
signing this Agreement waives any and all claims, suits , damages, compensati on
and causes of action Developer may have now or in the future under the
provisions of A . R . S . § § 12 --al 134 through and including 12 - 1 136 (but specifically
excluding any provi sions included therein relating to eminent domain) and
resulting from the developm ent of the Property consistent with this Agreement,
the Zoning'. the General Plan, Applicable Laws, and all permits and approvals
i ssued or granted by City in furtherance thereof or from any "land use law" (as
such term is defined in the aforementioned statute sections) permitted by this
Agreement to be enacted, adopted or applied by City now or hereafter. Developer
acknowledges and agrees to the terms and conditions set forth in this Agreement,
the Zoning, the General Plan, Applicable Laws, and all permits and approval s
issued or granted by Ci ty in furtherance thereof cause the fair market value of the
Property to equal or exceed the fair market value of the Property in the absence of
this Agreement, the Zoning the General Plan, Applicable Laws, and all permits
17
and approvals issued or granted by City in furtherance thereof, and such "land use
l aw sIs
. "
CC . Conflict of Interest Statute' Com pli ance with Financin _Requirements . This
Agreement is subject to , and may be terminated by City in accordance with, the
provisions of A . R . S . § 38- 511 . This Agreement is subject to all applicable federal ,
state and local laws relating to the City' s budget, annual appropri at ions , etc .
Further,, any obli gations of the City under this Agreement are subordinate to any
existing or future indebtedness or pledge of taxes made by City in connection
with any bond indenture, municipal property corporation transaction, lease or
other type of financing.
DD . Risk of Loss. Developer assumes the risk of any and all loss, damage or claims to
any portion of the Public Roadway Improvements unless and until title to the
Public Roadway Improvements is transferred to City. With respect to any claims
arising after acceptance of the Public Roadway Improvements, and subject to the
warranties described below, City shall bear all risk of and against any claim
40
ans ing from any injury (personal or economic or other) or property damage to any
person, entity or utility, arising from the operation, effects , condition, loss,
damage to or failure of any of the Public Roadway Improvement . Assuming
Developer' s channel carries at least 761 cES, Developer shall not assume any risk
or liability associ ated with the design of the roadway or injury that results from
any backwater condition or overflow onto Southern Avenue beyond the
Developer ' s channel design capacity of 761 cfs or the exiting water condition at
the intersection of Southern and Meridian . At the time title to the Public
Roadway Improvements is transferred to City by dedication deed , plat
recordation, or otherwise, Developer will , to the extent allowed by law, assign to
City all unexpired warranties relating to the design, construction and/or
composition of such Public Roadway Improvements . Further, acceptance of the
Public Roadway Improvements shall be conditioned on City' s receipt of a two (2)
year warranty of workmanship,, materials and equ ipment, in form and content
reasonably acceptable to City; provided!, however, that such warranty or
warranties may be provided by Developer's ci�contractorr contractors directly to
City and are not required from Developer, and that any such warranties shall
extend from the date of completion of any Public Roadway Improvement, any
component thereof, or the work of any specific trade or contractor, as applicable .
EE . Insurance . During the period of any construction involving the Public
Infrastructure Improvements, and with respect to any construction activities
relating to the Public Roadway Improvements, Developer will obtain and provide
City with proof of payment of premiums and certificates of insurance showing
that Developer is carrying, or causing its contractor(s) to carry builder's risk
insurance, comprehensive general liability and worker's compensation insurance
policies in amounts and coverages set forth on Exhibit "D . " Such poli cies of
insurance shall be placed with financially sound and reputable insurers , require
the insurer to give at least thirty (30) calendar days ' advance written notice of
18
cancellation to City, and will name City as an additional insured on all such
policies .
FF . Assistance in Third Partv Approvals . Upon written request, City shall reasonably
OR
(and at no cost to City) assist Developer in the coordination of thi rd party
approvals for all drainage issues affecting Federal , State and County agencies , but
City shall not be responsible for complying with other agencies ' orders ,
noncompliance declarations or required redesigns.
GG. Privilege Taxes for Space Rentals ., Developer shall collect rental privilege tax
for each rented space and shall submit such taxes to the City pursuant to the City
Tax Code Section 8A-445 .
HH . Privilege Taxes for Site Preparation, Set Ups, and Building SMENales . Developer
shall maintain a sales office in the City and shall treat all Developer sales as point
of sale in the City and consequently shall pay all applicable privilege taxes
associated with the site preparation, moving to the site, set up, and building sale
to City pursuant to City Tax Code Section 8A-427 .
II . Business and Privilege Tax License. Developer represents and warrants that any
license necessary to perform the work under this Agreement is current and valid
or will be obtained or be brought current . Developer understands that the activity
described herein constitutes "doing business in the City of Apache Junction" and
1* ID 11
Developer agrees to obtain a privilege license pursuant to City Tax Code Section
8A-300 and keep such license current during the term of this Agreement..
Developer agrees to require any subcontractor hired to perform any task or work
within the corporate limits of the City to acquire a privilege license pursuant to
City Tax Code Section 8A- 300, liability insurance and worker' s compensation
4D
insurance ,.
Ji New Home and Features . The first sale and initial placement of all homes shall
be new, not previously lived i n units and not resale units . Developer will offer
homes with attached garages as an option . Home exteriors may be vinyl sided
with asphalt or architectural shingled roofs .
19
CITY :
ATTEST : CITY OF APACHE JUNCTION, an Arizona
municipal corporation
By: C.e
Kathy Connelly �
City Clerk Bye
Jo I alaco
APPROVED TO AS FORM : M r
By :
R. Joel Stern, Esq.
STATE OF ARIZONA )
SS
County of
The foregoing instrument was acnowkledged befog me this �� da y
of bra. 5� , 2009 , by of the City of
Apache Junction, Arizona,, an Arizona municipal corpor i on behalf f he C ity .
Notar Public
My Commission Expires *.
%ft'."�
NOTARY PUBLIC
STATE OF ARIZONA
marlecopa County
JANET R MASON
My Commission Expires 08/31 /12
20
DEVELOPER :
ATT S FORTUNE TRAVEL, INC . ,
� an Oregon corporation
By:
ItS : Secretary , M ichael Thesman th
B y:
Its : Pres ident , Ernest Thesman
STATE OF OREGON )
) SS
County of )
The foregoing ins was acknowledged before me this EEWEEEEMW-� d ay
of , 2009 , the -- Fortune
Travel , Inc. , on b of such company,.
Notary Public
7:9we
My Commission Expires , .=�� �T'��� �
21
CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT
State of California
County of
On ��1 / � vU before me ,
Date~-j� Here Insert r4rame and Title of the O leer
personally appeared �'S� _ � �-e�.-5��Jl��
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person whose nameke) is/ire subscribed to the
within instrument and acknowledged to me that
helWeltbely executed the same in his/I�`/ter authorized
capacity ( i * , and that by his/*/tUgk signatures on the
ELSA IBARRA instrument the person or the entity upon behalf of
� * 1842963 which the perso ry(�f acted , executed the instrument .
Nogiryt pok - Ca"fon1w
Los AW!" County I certify under PENALTY OF PERJURY under the laws
Comm. Ex ins 29* 2013 of the State of California that the foregoing paragraph is
true and correct .
WITNESS m hand an officia al .
Signature
Place Notary Seal Above Signature of Notary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document :
Document Date : Number of Pages :
Signer(s) Other Than Named Above :
Capacity( iles) Claimed by Signer( s)
Signer's Name : ----.-.. Signer's Name :
F-1 Individual El Individual
El Corporate Officer — Title (s) : El Corporate Officer — Title (s) :
Ll Partner — El Limited General Ll Partner — Ll Limited I I General
RIGHTTHUMPRINT RIGHTTHUMBPRINT
El Attorney in Fact OF � ' Ll Attorney in Fact OF
El Trustee Top of thumb here El Trustee Top of thumb here
El Guardian or Conservator El Guardian or Conservator
El Other : El Other :
Signer Is Representing. : _ Signer Is Representing :
4' 5 ON-
,c
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02007 National Notary Association • 9350 De Soto Ave. , P. O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder Call Tell-Free 1 -800-876-6827
EXHIBIT A
LEGAL DESCRIPTION
The Northwest Quarter of Section 3 1 , Township 1 North, Range 8 East, Gila and Salt River Base
and Meridian, Pinal County, Arizona;
EXCEPT that portion of the South half of the Northwest Quarter which lies South of the
following described line ;
BEGINNING at a point on the West line of sald Section 31 , which point bears North 0 degrees
OS minutes OS seconds East 850 . 00 fieetfto the West quarter cornerofsaid Section 31 ;
THENCE North 89 degrees 54 minutes 55 seconds East 55 .00 feet;
THENCE South 5 degrees 37 minutes 47 seconds East 251 . 08 feet ;
THENCE North 89 degrees 57 minutes 52 seconds East 2557 .97 feet to the Point of Ending on
the East line of said South half of the Northwest Q uarter of Section 31 ; and
EXCEPTING THEREFROM all coal , oi l , gas and other mineral deposits as reserved in the
Patent recorded 1* n Book 50 of Deeds, page 27 .
22
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EXHIBIT C
PUBLIC ROADWAY AND DRAINAGE IMPROVEMENTS
1 .0 SOUTHERN AVENUE IMPROVEMENTS
All half street and such other related improvements , iincludng b ut not limited to all road, curb,
gutter, sidewalk, streetlight, water, sewer, and other public utilities, as determined by the City
Engineer, for Southern Avenue, all of which borders Developer' s Property, and twenty- five
percent (2 5 %) of the traffic s ignal izat ion at the intersect ion shall be completed w ith the first
phase of development.
2 -o MERIDIAN DRIVE IMPROVEMENTS
All half street and such other related improvements, inclu ding but not Iimited to all road, curb,
gutter, si dewalk, streetlight, water, sewer, and other public utilities, as determined by the City
Engineer, for Meridian Drive, all of which borders Developer' s Property shall be completed
prior to the City issuing the 325h set pen-nit for a manufactured home within the Property.
3 . DRAINAGE IMPROVEMENTS
A s torm water channel to b e located on Developer' s Property that is designed to carry a
minimum o 7 61 cubic feet per second flow from the north side of Southern Avenue onto
Developer ' s Property, which shall meet the City Engineer' s specifications shall be completed
with the first phase of development but in no event later than thirty ( 30) months after all
9ov( rnmental approvals have been obtained and the Developer has elected to proceed with the
Development. The 100ow-veary flow rate for the Property that shall be used duri ng the design and
construction of Drainage Improvements and on- site improvements coming from the North shall
be 3 , 383 cubic feet per second ("cfs").
27
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EXHIBIT D
CITY OF APAC E JUNCTION INSURANCE REQUIREMENTS
A. PropertX. During the period of any construction involving the Public Improvements,
bullder' s risk insurance on an all-risk, replacement cost basis for the Public Improvements .
B . Liability. During the Period of any construction involving the Public Improvements,
insurance covering the Developer and (as an additional insured) the City against liabi lity
i .9
mposed by law or assumed in any written contract, and/or arising from personal injury, bodily
inj ury or PPmroerty damage with a liit of liability of $ 10009000 . 00 p er occurrence with a
$ 1 , 000, 000 ,. 00 product s/compl eted operations limit and a $ 2 ,000, 000 . 00 general aggregate limit .
Such policy must be primary and written to provide blanket contractual liability, broad form
prope rty damage, premises 1 " ab * 11ty and products aand completed operations ,,
C . Contractor. During the period of any construction involving the Public Improvements,
each of the general or other contractors with which the Developer contracts for any such
construction shall be required to carry liability insurance of the type and providing the minimum
limits set forth below :
i) Worker ' s Compensation insurance and Employer' s Liability with limits of $ 500 000 . 00
per accident, $ 500,000 . 00 per disease and $ 500 000 . 00 policy limit disease,,
i i) Commercial general liability insurance on a $ 1 ,000, 000 . 00 per occurrence basis
providing coverage for :
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Broad Form Property Damage
X . C . U .
Business automobile liability i ncluding all owned, non-owned and hired auto s with a
limit of liability of not less than $ 1 , 000, 000 . 00 combined single limit for personal injury,
including bodily injury or death, and property damage.
D . Architect. In connection with any construction involving the Public Improvements, the
Developer' s architect shall be required to provide architect ' s or engineer' s professional liabi lity
insurance with a limit of $ 1 ,000, 000 . 00 per claim . Th is p0119c y, or other pol ic ies , shall cover
claims for a period of not less than three (3 ) years after the completion of construction involving
do
the Parcels and the Public Improvements .
E . Engi neer. In connection with any construction involving the Public Improvements, the
Developer' s soils engineer or environmental contractor shall be required to provide engineer' s
professional liability insurance with a limit of $ 1 , 0005 000 . 0ID per claim. This policy, or other
policies, shall cover claims for a period o not less than three (3 ) years after the completion of the
construction involving the Property and the Public Improvements .
F . CPI Adjustments . The minimum coverage 11* mi ts set forth above shall be adjusted every
five (5 ) years y rounding each limit up to the million dollar amount which is nearest the
percentage of change in the Consumer Price Index (the "CPI") determined in accordance with
thi s paragraph . In determini ng the percentage of change in the CPI for the adjustment of the
30
insurance limits for any year, the CPI for the month October in the preceding year, as shown in
the column for "All Items" in the table entitled "All Urban Consumers" under the "United States
City Averages" as published by the Bureau of Labor Statistics of the United States Department
of Labor, shall be comp ared with the corresponding index number for the month of October one
( 1 ) year earlier.
G . Primary Coverage . Developer' s insurance coverage shall be primary insurance with
respect to the City,, its officers, officials, agents , and employees . Any insurance or self-insurance
maintained by the City, its officers, officials, agents , and employees shall be in excess of the
coverage provided by Developer and shall not contribute to it.
H . Indemnities . Coverage provided by the Developer shall not be limited to the liability
IF
assumed under the indemnification provisions of the Agreement .
I . Waiver of Subrogation. The policies shall contain a waiver of subrogation against the
C1t y, its officers, officials , agents, and employees Property.
J . Notice of Cancellation : Each insurance policy shall include provisions to the effect that 1* t
shall not be suspended, voided, cancelled, reduced in coverage of in limits except after thirty (30)
calendar days ' prior written notice has been given to the City. Such notice shall be sent directly
to City Manager, 300 East Superstition Blvd . , Apache Junction, AZ 85119, and shall be sent by
certified mail , return receipt requested .
K. Acceptability- of Insurers : Insurance is to be placed with insurers duly licensed of
approved unlicensed companies in the State of Arizona and with an "A . M . Best" rating of not
less than A- VII . The City in no way warrants that the above-required minimum insurer rating is
sufficient to protect Developer from potential insurer insolvency.
L. Verification of Coverage : Developer shall furnish the City with original certificates of
insurance (ACCORD form o r equivalent approved by the City) as required here in. The
certificates for each insurance policy are to be signed by a pers on authorized by that insurer to
bind coverage on its behalf. Any policy endorsements that restrict of limit coverage shall be
clearly noted on the certificate of insurance.
All certificates are to be received and approved by the City before the Commencement of
Construction . Each insurance policy must be in effect at or prior to the Commencement of
Construction and must remain in effect for the duration of the Agreement . Failure to maintain
the insurance policies as required by this Agreement or to provide timely evidence of renewal
will be considered a material breach of the Agreement.
All certificates required by this Agreement shall be sent directly to City of Apache Junction,
11
Attn : Public Works Department, City Engineer, 300 East Superstition Blvd . , Apache Junction,
Arizona 85119 . The City reserves the right to require coin] lete,, certified co pies o f all insurance
policies and endorsements required b this Insurance Exhibit at any time.
M . Approval : Any modification or variation from the insurance requirements in Insurance
0
Exhibitus ave prior approval from the City Manager ' s Office whose decision shall be final .
31
Such action will not require formal contract amendment, but may be made by administrative
acti on.
N. Miscellaneous . References to Developer herein shall mean Developer and/or its general
contractor(s) . References herein to the Agreement shall mean the Development Agreement of
which this Exhibit les a part,. Capi talized terms not otherwise defined herein shall have the
meanings set forth in the Agreement. The City in no way warrants that the minimum limits
contained herein are sufficient to protect Developer from liabilities that might arise and
Developer may purchase such additional insurance as Developer determines necessary.
32
CITY COUNCIL MEETING ROLL CALL Dat : J wwo, Z rvd .43rd , Z-OZE
� ZS
Work Study Regular Special
S'1:tAq.E1:3`IF m S_11 S: E:
CITY COUNCIL: Present Ab/excu Present Ab/excu Present Ab/excu
MAYOR WILSON ✓
VICE MAYOR SCHROEDER
COUNCILMEMBER CROSS
COUNCILMEMBER HECK
COUNCILMEMBER JOHNSON
COUNCILMEMBER NESSER
COUNCILMEMBER SOLLER
TOTAL QIN 0(
CITY STAFF: Present Ab/excu Present Ab/excu Present Ab/excu
City Manager Bryant Powell %/ ✓
Assistant City Manager Matt Busby ✓
Econ Director Ryan Kaup
Mrkt Comm Director Kayla Fulmer ✓
Management Analyst Rob Wisler U/ ✓
Management Analyst Eli Richardson
City Clerk Evie McKinney
Deputy City Clerk Amy Greening ✓ f
City Attorney Joel Stern ✓ f
Public Safety Director Michael Pooley ✓
Public Safety Assistant Johnny John
Dev Services Director Rudy Esquivias ✓ ✓
Dev Sery Deputy Dir Sidney Urias
Building&Safety Mgr Adrian Alegria
Senior Planner Kelsey Schattnik
Planner Erica Hernandez
Planner Nick Leftwich
Water District Director Mike Loggins
PW Director Ted Wolff
City Engineer Emile Schmid L
PW Project Engineer Raquel Schatz �n
Municipal Judge Thomas McDermott
Finance Director Angelie Hawley -'
Library Director Pam Harrison NSW
Park& Rec Director Liz Langenbach
HR Director Anna McCray
IT Director Doug Wirthgen
S:\ienmi t_es& For Call - City Council -Attendance.docY/ vo— 'DGlWt)
beglar A Nne 191 ,0.- ^ t,_
City Council
VOTE - ROLL CALL
ITEM # "' 1 MEETING OF c �Vb(1� 3, 2Z2,S-
MOTION BY: SECONDED BY:
NOTES: CordeAl
T
YES NO ABSTAINED
CITY COUNCIL
COUNCILMEMBER SOLLER
VICE MAYOR SCHROEDER _
COUNCILMEMBER NESSER
COUNCILMEMBER CROSS
COUNCILMEMBER HECK
COUNCILMEMBER
JOHNSON
MAYOR WILSON ✓
TOTAL
UNANIMOUS IN FAVOR OPPOSED ABSTAINED
TOTAL
SHEET 1
S j 5—Templates&Forms/Vote Call—City Council
City Council
VOTE - ROLL CALL
ITEM # MEETING OF Jn,<- 3. 2OLS-
MOTION BY: 1�l�nSt��1 SECONDED BY: poser
NOTES: Witko( Of
YES NO ABSTAINED
CITY COUNCIL:
COUNCILMEMBER NESSER
COUNCILMEMBER JOHNSON _
COUNCILMEMBER CROSS 10000000
COUNCILMEMBER HECK
COUNCILMEMBER SOLLER + —
_ _
VICE MAYOR SCHROEDER �
MAYOR WILSON
TOTAL --- -- -1
UNANIMOUS IN FAVOR OPPOSED ABSTAINED
TOTAL /
Vote Sheet 2
S/5—Templates&Forms/Vote Call—City Council
6.03.2025
Consent Agenda Item Nos 1-9
1 MOVE THAT the consent agenda be accepted as presented.
Item No. 15 — Public Hearing
MOVE THAT the application for a new Series 9 Liquor Store Liquor License for Lucky
Bob's Liquor, located at 431 W. Apache Trail, Apache Junction, AZ be recommended to
the Arizona Department of Liquor Licenses and Control for (Approval) or (Denial).
6.03.2025
Consent Agenda Item Nos 1-9
1 MOVE THAT the consent agenda be accepted as presented,
AND
That item number 9 be continued to a work session on June 16, 2025, and that the item
be titled to allow developer representatives to speak at the work session.
Date: '� CITY OF APACHE JUNCTION
REQUEST TO SPEAK FORM
Please fill out completely and return to the City Clerk PRIOR to the conclusion of the City Manager's Report portion of the agenda.
I would like to speak on Agenda Item #:
I would like to speak on a Non-Agenda matter regarding:
Do you wish to speak before Council on this item? Yes No Only If Necessary
I am in favor of the proposed Item. I am opposed to the proposed Item.
First Name Last Name
(PRINT)
r
Address City Zip Code
Telephone Email address
This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council
when called up to speak at the podium.
Note: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
Consent for Minor to be Audio and/or Video Recorded:
I, , as the parent/guardian of (minor(s)), a minor(s), agree to allow said
minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this activity may be
audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the
likelihood that their imadewill appear on cable TV and the internet video stream showing their participation. A.R.S. § 1-602 (A)(9)_
Signatur of arent/Guardian ate
Date: ZRj CITY OF APACHE JUNCTION
REQUEST TO SPEAK FORM
Please fill out completely and return to the City Clerk PRIOR to the conclusion of the City Manager's Report portion of the agenda.
I would like to speak on Agenda Item #: C-a It �0 I�,
I would like to speak on a Non-Agenda matter regarding:
Do you wish to speak before Council on this item? Yes No Only If Necessary
I am in favor of the proposed Item. I am opposed to the proposed Item.
First Name Last Name
(PRINT)
A656(
Address City Zip Code
Telephone Email address
This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council
when called up to speak at the podium.
Note: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
Consent for Min
�r to be Audio and/or Video Recorded:
s the parent/guardian of (mmor(s)), a mrnor(s), agree to allow said
minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this activity may be
audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the
likelihood that their image will appear on cable TV and the internet video stream showing their participation. A.R.S. 1-602 (A)(9).
Signature of Parent/Guardian Date
Date: a CITY OF APACHE JUNCTION - -
REQUEST TO SPEAK FORM -J Please fill out completely and return to the City Clerk PRIOR to the conclusion of the City Manager's Report portion of the agenda.
I would like to speak on Agenda Item #: /D l�
I would like to speak on a Non-Agenda matter regarding: �LJUE —�T L '/ I
Do you wish to speak before Council on this item? Yes No Only If Necessary
I am iin'favor of the proposed Item. I am opposed to the proposed Item.
9
`5 jr
First Name Last Name
(PRINT)
7 PC
Address City Zip Code
Telephone v I Email addres
This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council
when called up to speak at the podium.
Note: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
Consent for Minor to be Audio and/or Video Recorded:
I, , as the parent/guardian of (minor(s)), a minor(s), agree to allow said
minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this activity may be
audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the
likelihood that their image will appear on cable TV and the internet video stream showing their participation. A.R.S. � 1-602 (A)(9)_
Signature of Parent/Guardian Date
Date: CITY OF APACHE JUNCTION
REQUEST TO SPEAK FORM
Please fill out completely and return to the City Clerk PRIOR to the conclusion of the City Manager's Report portion of the agenda.
I would like to speak on Agenda Item #:
I would like to speak on a Non-Agenda matter regarding: 1 �-
Do you wish to speak before Council on this item? Yeses No Only If Necessary
I am in favor of the proposed Item. I am opposed to the proposed Item.
�—
Firsf Name Last Name
(PRINT)
Address City y Zip Code
Telephone Email address
This information will be used by staff for follow-up, if necessary. Speakers shall make comments directly to the Mayor and City Council
when called up to speak at the podium.
Note: Call to the Public comments have a three minute limit and Public Hearing comments have a five minute limit.
Consent for Minor to be Audio and/or Video Recorded:
I, , as the parent/guardian of (minor(s)), a minor(s), agree to allow said
minor(s) to appear and/or participate in the City of Apache Junction City Council Meeting. I further understand that this activity may be
audio and/or video recorded and I hereby consent to the minor being audio and/or video recorded during his/her participation with the
likelihood that their image will appear on cable TV and the internet video stream showing their participation. A.R.S. � 1-602 (A)(9).
Signature of Parent/Guardian Date
City of Apache Junction, Arizona Meeting location:
City Council Chambers
at City Hall
Agenda 300 E.Superstition Blvd
Apache Junction,AZ
City Council Meeting 5519
apachejunctionaz.gov
Ph:(480)982-8002
Doors are open to the public at least 15 minutes prior to the
posted meeting start time.
Tuesday,June 3,2025 7:00 PM City Council Chambers
A. CALL TO ORDER
B. INVOCATION AND PLEDGE OF ALLEGIANCE
C. ROLL CALL
D. CONSENT AGENDA
The council may, at this time, take single action on any or all items listed as consent agenda items.
These may include, but are not limited to, acceptance of agenda, acceptance of minutes, appointments,
acceptance of resignations and adoption of certain resolutions and other items which do not require a
public hearing. The consent agenda is a timesaving device of which the mayor and city council is to
receive documentation on these items from the city manager for their review prior to the meeting. Any
member of the council may remove any item from the consent agenda for discussion and cause a
separate vote on the matter later in the agenda.
1. 25-250 Consideration of acceptance of agenda.
Sponsors: Evie McKinney
2. 25-264 Consideration of approval of minutes of the special meeting of May 19,
2025.
Sponsors: Evie McKinney
Attachments: SP CCMIN 2025 05 19 MINUTES DRAFT
3. 25-265 Consideration of approval of minutes of the regular meeting of May 20,
2025.
Sponsors: Evie McKinney
Attachments: CCMIN 2025 05 20 MINUTES DRAFT
City of Apache Junction,Arizona Page 1 Printed on 512812025
City Council Meeting Agenda June 3,2025
4. 25-192 Consideration of approval, effective July 1, 2025, of Fiscal Year
2025-2026 Health and Human Services funding contracts between the
City of Apache Junction and the Apache Junction Community
Development Corporation in the amount of$7,000.00, Begin Again
Homes in the amount$2,000.00, the Boys and Girls Club in the
amount of$9,000.00, Over-Flo Missions in the amount of$2,000.00,
Superstition Community Food Bank in the amount of$70,000.00. This
item was presented for discussion at the City Council Work Session
held April 14, 2025.
Sponsors: Evie McKinney
Attachments: AJ CDC Agreement Draft
Begin Again Homes Agreement Draft
Boys and Girls Club Agreement Draft
Over-Flo Missions Agreement Draft
Superstition Food Bank Agreement Draft
5. 25-244 Consideration of approval of Resolution No. 25-16, Mesa Gateway
Airport JPAA/IGA/Bylaws Update. This item was presented for
discussion at the City Council Work Session held May 19, 2025.
Sponsors: Rob Wisler
Attachments: Staff Memo Resolution No.25-16
Resolution No. 25-16 MGAA Resolution
Presentation Resolution No. 25-16
Redline-MGAA-Second Amended and Restated IGA(2025)
Redline-MGAA-Second Amended and Restated JPAA Agrees
Redline-MGAA-Bylaws(2025)
6. 25-258 Consideration of approval of the Final Plat for Blossom Rock- Phase
3A in order to facilitate a 232-lot residential subdivision consisting of
approximately 56-acres zoned Master Planned Community(MPC).
Sponsors: Kelsey Schattnik
Attachments: BR Phase 3A Final Plat(SV-23-50)-Staff Report.pdf
BR Phase 3A Final Plat(SV-23-50).i)df
7. 25-259 Consideration of approval of the Final Plat for Blossom Rock- Phase
3B in order to facilitate a 288-lot residential subdivision consisting of
approximately 63-acres zoned Master Planned Community(MPC).
Sponsors: Kelsey Schattnik
Attachments: BR Phase 313 Final Plat(SV-23-52)-Staff Report.pdf
BR Phase 36 Final Plat(SV-23-52).pdf
City of Apache Junction,Arizona Page 2 Printed on 5/28/2025
City Council Meeting Agenda June 3,2025
8. 25-262 Consideration of approval of a Replat of the Final Plat for Blossom
Rock- Phase 3 Commercial in order to remove the previously existing
floodplain, and accommodate the future well site and Ironwood Linear
Park.
Sponsors: Kelsey Schattnik
Attachments: BR Phase 3 Commercial Replat(SV-24-10)-Staff Report.pdf
BR Phase 3 Commercial Final Plat(SV-24-10).pdf
9. 25-263 Consideration of approval of extending development agreement
through 1 st amendment for 160-acre property located at the S/E
corner of Meridian Drive and Southern Avenue (Fortune Travel, Inc.
represented by Sean Lake of Pew& Lake, PLC).
Sponsors: Bryant Powell and Joel Stern
Attachments: Staff Memo First Amendment 06.02.2025WS
Signed First Amendment Fortune Travel Development Agmt
Preannexation Dev Agmt Fortune 2009
E. AWARDS, PRESENTATIONS AND PROCLAMATIONS
Awards,presentations from other organizations,proclamations issued by the mayor, and
acknowledgement of distinguished guests and visitors, and staff presentation of receipt of grant or
donated funds are permitted at this time.
10. 25-178 Presentation of 45-Year Service Award to Keith Bedwell.
Sponsors: Ted Wolff
11. 25-196 Presentation of certificates to the graduates of the 2025 Citizen
Leadership Institute class.
Sponsors: Gina Scorza
F. REGIONAL INTERGOVERNMENTAL UPDATES
The mayor or any member of council may at this time present a brief summary of any regional
intergovernmental updates. However, no discussion shall take place on such items except for clarifying
comments related to substance, time and location.
12. 25-266 Brief summary of intergovernmental updates from mayor and
councilmembers.
Sponsors: Chip Wilson
G. CITY MANAGER'S REPORT
The city manager,members of city staff or those individuals designated by the manager may present
information pertinent to items under consideration or information related to the operation of the city. There
shall however be no discussion at this time except for clarification inquiries.
13. 25-267 City Manager's Report
Sponsors: Bryant Powell
City of Apache Junction,Arizona Page 3 Printed on 512812025
City Council Meeting Agenda June 3,2025
14. 25-268 Announcement of Current Events
Sponsors: Eli Richardson
H. PUBLIC HEARINGS
Public hearings required by applicable law shall be conducted by the council and any person shall be
given the opportunity to speak.All remarks shall be addressed to the council as a whole and not to any
member thereof. Such remarks shall be limited to five(5)minutes unless additional time is granted by
the mayor. This time limitation shall not apply to applicants and their agents appearing before the council.
15. 25-231 Consideration of application for a new Series 9 Liquor Store liquor
license for Lucky Bob's Liquor located at 431 W. Apache Trail, Apache
Junction, AZ. The next step in the process is for the council to hold a
public hearing on the application and make a recommendation of
approval or denial to the Arizona Department of Liquor License and
Control.
Sponsors: Evie McKinney
Attachments: Memo To Council 06.03.2025
Redacted Application
Buildinq Safety Inspection Approval
Planning Inspection Approval
Public Safety Inspection Approval
SFMD Inspection Approval
I. OLD BUSINESS
The council shall consider any business that has been previously considered and which is still unfinished
to include those items previously postponed or tabled. No member of the public shall be permitted to
speak on these items unless invited to do so by the mayor after first submitting a written
request-to-speak form with the city clerk.
J. NEW BUSINESS
The council shall consider any business not yet considered. No member of the public shall be permitted
to speak on these items unless invited to do so by the mayor after first submitting a written
request-to-speak form with the city clerk.
K. COUNCIL DIRECTION TO STAFF
This item allows the mayor and city council to direct staff on specifically listed matters.
L. SELECTION OF MEETING DATES, TIMES, LOCATIONS, AND PURPOSES
City of Apache Junction,Arizona Page 4 Printed on 5/28/2025
City Council Meeting Agenda June 3,2025
M. CALL TO PUBLIC
At this time the public has the privilege to address the council with requests, communications, comments
or suggestions relating to city business.All speakers must have already submitted a written "Request to
Speak"form to the city clerk no later than the conclusion of the city manager's report portion of the
agenda. If there is a group speaking on the same item, they should select a spokesperson.All such
remarks shall be addressed to the council as a whole and not to any member thereof. The mayor is
authorized to ask a speaker to stop speaking and leave the podium or to adjourn the meeting if anyone
becomes disorderly, uncivil, makes personal attacks or continues to speak about items that are not
within the jurisdiction of the city after being warned such issues are beyond the jurisdiction of the city to
act. The council may not answer questions of the speaker, discuss the matter with one another, but may,
at the conclusion: 1)respond to criticism by a speaker;2)ask the city manager to review a matter;3)
ask the city manager to place the matter on a future agenda. Each speaker must approach the podium,
speak into the microphone,provide their name and address. There is a three(3)minute time limit per
speaker.
N. ADJOURNMENT
Copies of this agenda and additional information on any of the items listed above may be obtained from
the City Clerk's office located at 300 E Superstition Blvd,Apache Junction,AZ 85119, Monday through
Thursday from 7:00a-6:00p, excluding holidays.
The City of Apache Junction invites and welcomes people of all abilities to use our programs, sites and
facilities. Specific requests may be made by contacting the Human Resources Office at(480)474-2617
or TDD(480)983-0095.
The Apache Junction City Council may vote to go into Executive Session for legal advice on any item
listed on this agenda pursuant to A.R.S. §38-431.03(A)(3);this notice is given pursuant to A.R.S. §
38-431.02 to the members of the City Council and the public.
City of Apache Junction,Arizona Page 5 Printed on 5/28/2025
Lucky Bob's Liquor License — Item 15
An application for a Series 9 Liquor Store Liquor License has been submitted by Agent Sarah
Mertalla Mulchandani for Lucky Bob's Liquor, located at 431 W. Apache Trail.
The Arizona Department of Liquor Licenses and Control received the application on April 24,
and the Clerk's Office received the application from them the same day.
A Notice of Public Hearing was posted at the establishment on May 6, to comply with state law
requirements.
The applicant was notified by a first-class letter and e-mail of the public hearing and is here
tonight if you have any questions.
Correspondence from our 4 safety departments - Police Department, Building and Safety,
Planning and Zoning, and the Superstition Fire and Medical— all with recommendation for
approval.
And with that I can answer any questions or you can call on the applicant.