HomeMy WebLinkAbout2025 06.16 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 16,2025 7:00 PM City Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. AGENDA ITEMS
1. 25-300 Presentation and discussion of award of contract for IFB CDBG
#107-25 to Low Mountain Construction for Superstition Shadows Park
Improvements in the amount of$439,804.38 plus a 10% contingency
for owner controlled change orders in the amount of$43,980.44 for a
total project cost not to exceed $483,784.82. Work will include new
playground equipment, playground shade, and aquatic center shade at
Superstition Shadows Park and be fully funded by the CDBG-RA
allocation.
Sponsors: Dave Butler
Attachments: Staff Memo-Award of Contract Low Mountain Construction
Superstition Shadows Park Improvements CDBG107-25 LOW P
Presentation Low Mountain Construction
2. 25-298 Presentation and discussion with developer Michael Thesman, and
Sean Lake of Lake and Pew, PLC, related to the proposed
development agreement amendment for the property located at the
S/E corner of Meridian Drive and Southern Avenue.
Attachments: Staff Memo First Amendment 06.16.2025WS
Signed First Amendment Fortune Travel Development Agmt
Preannexation Dev Agmt Fortune 2009
Thesman Presentation
City of Apache Junction,Arizona Page 1 Printed on 611212025
City Council Work Session Agenda June 16,2025
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 611212025
►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 File ID: 25-300
Sponsor: Dave Butler Agenda Date: 6/16/2025
Index: In Control: City Council Work Session
Presentation and discussion of award of contract for IFB CDBG#107-25 to Low Mountain
Construction for Superstition Shadows Park Improvements in the amount of$439,804.38 plus
a 10% contingency for owner controlled change orders in the amount of$43,980.44 for a total
project cost not to exceed $483,784.82. Work will include new playground equipment,
playground shade, and aquatic center shade at Superstition Shadows Park and be fully funded
by the CDBG-RA allocation.
City of Apache Junction,Arizona Page 1 Printed on 611212025
fI�
fCity fp o .�. ache Junction va ' Home of the Superstition Mountains
DATE: June 5, 2025
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
THROUGH: BRYANT POWELL, CITY MANAGER
FROM: LIZ LANGENBACH, DIRECTOR PARKS&RECREATION
SUBJECT: AWARD OF CONTRACT FOR SUPERSTITION SHADOWS PARK IFB-CDBG#107-25
The City of Apache Junction was awarded a federal Community Development Block Grant(CDBG)
through the Arizona Department of Housing for Superstition Shadows Park improvements. CDBG funds
will be used at the playground for installation of custom playground equipment and shade structures as
well as shade structures at the aquatic center. The administration of this grant, including the
procurement of a contractor and all related grant reporting is conducted by Central Arizona
Governments(CAG).
On April4, 2025, CAG posted an Invitation for Bid (IFB) on behalf of the City of Apache Junction. On May
12, 2025,the city received 5 responses, as follows:
BIDDER BID AMOUNT
Val West Construction $445,000.00
Signature Projects $691,762.70
Hesscor Inc. $586,837.77
Low Mountain Construction $439,804.38
RCI Property Enterprises LLC $598,570.52
Recommendation
Award of contract is recommended to be given to the lowest, responsive bidder, Low Mountain
Construction in an amount of$439,804.38 plus a maximum 10% ($43,980.44)contingency for a total not
to exceed$483,784.82.
This item will be discussed at your next work session and brought back two weeks later for final
consideration.
CONSTRUCTION AGREEMENT FOR
SUPERSTITION SHADOWS PARK IMPROVEMENTS (CDBG SSP#107-25)
BETWEEN CITY OF APACHE JUNCTION AND LOW MOUNTAIN CONSTRUCTION, INC.
THIS AGREEMENT made and entered into by and between the CITY OF APACHE
JUNCTION ("City"), an Arizona municipal corporation, and Low Mountain
Construction, Inc., an Arizona Corporation ("Contractor"), who shall be collectively
referred to as the "Parties", or individually as a "Party".
RECITALS
A. Contractor has responded to City's Invitation for Bid (the "IFB" and response
both being considered the "Contract Documents") via IFB number CDBG #107-25, in which
Contractor asserts its willingness, ability and qualifications to provide this work and service
(hereinafter referred to as the "Work").
B. City and Contractor desire to set forth herein their respective responsibilities and
the manner and terms upon which Contractor shall render the Work.
C. City has complied with the public bidding requirements under Arizona Revised
Statutes Title 34 and Apache Junction City Code, Vol. I, Chapter 3: Administration, Article 3-7:
Procurement Procedures.
AGREEMENT
NOW, THEREFORE, City retains Contractor to perform, and Contractor agrees to render
the services and perform 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 Notice Inviting Bid Proposals for CDBG Project No. 107-25 Superstition
Shadows Park Improvements project,from Central Arizona Governments ("CAG"), which includes
all required specifications.
2. PROJECT MANAGER —ADMINISTRATION: The City has designated Angela Gotto, CAG, as
"Project Manager." The Project Manager shall be empowered to perform all administrative
functions as required for management of the project and verification of compliance with Arizona
Department of Housing ("ADOH") requirements.
3. PAYMENTS & COMPLETION: The total amount payable by the City to the Contractor shall
not exceed $439,804.39 (the "Contract Sum")for the performance of
1
the Work under the Contract Documents except for changes authorized by properly executed
change orders. Originals of the Applications for Payment are to be submitted no later than each
first day of the month this agreement is in effect and a copy emailed to:
Central Arizona Governments
Attention: Angela Gotto, Project Manager
2540 W. Apache Trail, Suite 108
Apache Junction, AZ 85120
agotto@cagaz.org
On a weekly basis, the Project Manager shall review and verify the percentage, progress and
quality of work completed and shall verify compliant completion of all necessary documentation
required by ADOH, including but not limited to, federal Labor Standards/Davis- Bacon.
The City and Contractor mutually agree that the City will make a progress payment based on a
duly certified (by Project Manager)and approved (by a duly authorized representative of theCity)
estimate of the work covered by the corresponding Application for Payment, subject to those
conditions stipulated below and in other parts of the contract documents.
The City will make payments in the amount equal to ninety percent (90%) of work completed
(i.e. City will retain ten percent (10%) of each estimate as additional guarantee for complete
performance of the work), less the aggregate of payments previously made and less such
deductions as Project Manager or City determines are appropriate to cover claims requiring a
greater sum to be retained.
Except as qualified above, upon final completion and acceptance of the work or designated part
of the work on which separate final completion and acceptance and contract price are specified
and upon compliance with other terms and conditions of the contract documents, payment may
be made in full, including retainage withheld less such deductions as Project Manager may
recommend or the City may withhold to cover claims requiring a greater sum to be retained and
liquidated damages.
The City may deduct from each progress payment and final payment an amount equal to the 's
City's estimate of the liquidated damages then due or that would become due based on the
City's estimate of late completion of the work if Contractor fails to submit and implement a
written schedule recovery plan describing the cause of schedule slippage or delayed progress
and the actions proposed to recover schedule.
All contracts will be operable for their full term at the rates quoted in the initial bid proposal,
unless otherwise extended in writing by the City. Upon notice that the Work is ready for final
inspection or acceptance, a City representative shall promptly cause an inspection to be made.
Once City finds the Work acceptable under the Contract Documents, City shall promptly submit
for processing a certificate for payment stating that, to the best of its knowledge, information
and belief on the basis of its observation and inspection, the Work has been completed in
accordance with the terms and conditions of the Contract Documents and that partial payment
or the entire balance due the Contractor is payable. Final payment shall not become due until
2
the Contractor submits to the City all required lien waivers, releases and any other data
establishing payment or satisfaction of all Contractor's obligations. If any subcontractor refuses
to furnish a release or waiver required by City, Contractor may furnish a bond to indemnify City
against any such lien. If any such lien remains unsatisfied after all payments are made, Contractor
shall refund to City all monies that the latter may be compelled to pay in discharging such liens,
including all costs and reasonable attorney fees.
4. CONTRACT TERM: The Term of this Agreement shall be performed from June 16, 2025,
through February 10, 2026. Extensions shall only be allowed as mutually agreed upon in writing
by the Parties.
5. 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.
6. WARRANTY: Contractor shall guarantee the Work against defective workmanship or
materials for a period of one (1) year from the date of its final acceptance under the contract,
ordinary wear and tear and unusual abuse or neglect excepted. Any omission on the part of City
to condemn defective work or materials at the time of construction shall not be deemed an
acceptance and Contractor will be required to correct defective work or materials at any time
before final acceptance. Within one (1) year from the date of final acceptance due to faults in
workmanship or materials, Contractor shall begin making the necessary repairs to the satisfaction
of City within fourteen (14) calendar days of receipt of written notice from City. Such work shall
include the repair or replacement of other work or materials damaged or affected by making the
above repairs or corrective work all at no additional cost to City. In the case of Work materials
or equipment for which warranties are required by the special provisions of the Contract
Documents, Contractor shall provide or secure from the appropriate subcontractor or supplier
such warranties addressed to and in favor of City and deliver same to City prior to final
acceptance of the Work. Delivery of such warranties shall not relieve Contractor from any
obligation assumed under any other provision of the contract. The warranties and guarantees
provided in this subsection shall be in addition to and not in limitation of any other warrantees,
guarantees or remedies required by law, and shall survive the expiration of this Agreement for
the time period mentioned above.
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
3
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 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 reasonable attorney and expert witness fees, arising
from, or alleged to have arisen from, relating to, arising out of, or alleged to have resulted from
the 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, but only to the
extent caused by the negligence, recklessness or intentional wrongful conduct of Contractor or
its subcontractors in the performance of the Work under this Agreement or any subcontract.
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 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, caused by
an Contractor's 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
4
legally liable, but only to the extent caused by the negligence, recklessness or intentional
wrongful conduct of Contractor or any tier of Contractor's subcontractors or any other person
for whose acts, errors, mistakes, omissions, Work or services Contractor may be legally liable in
the performance of the Work under this Agreement or subcontract. The amount and type of
insurance coverage requirements set forth herein will in no way be construed as limiting the
scope of the indemnity in this paragraph. The rights and obligations under this Section shall
survive termination of this Agreement.
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, executive orders, 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-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
attorney 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
5
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 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
6
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 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.
7
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.
Insurance required herein shall not expire, be canceled, or materially changed without thirty(30)
calendar days' prior written notice to City.
14. LABOR STANDARD AND MISCELLANEOUS REQUIREMENTS: This agreement is subject to
the Federal Labor Standards Provisions, Davis-Bacon Act of 1931, Contract Work Hours and Safety
Standards Act of 1962, Copeland Act of 1934 and the Fair Labor Standards Act of 1939.
The following information, required by or included in the Bid Package for this project, is a part of
this contract:
a) Wage Rate AZ20250060 01/03/2025 Mod# 0
b) HUD 4010
c) Completed LS2, LS3's, LS4's, and LS5's in Labor Standard File
d) Signed Certifications
e) SAM.gov#
f) Contractor's License #ROC Expiration Date
g) Certificate of Insurance
h) Bid, Payment, and Performance Bonds
15. BUY AMERICA, BUILD AMERICA ACT ("BABA"): The Contractor acknowledges to and for
the benefit of the City of Apache Junction ("Owner") and the Arizona Department of Housing
(the "Funding Authority") that it understands the goods and services under this Agreement are
being funded with federal monies and have statutory requirements commonly known as BABA;
that requires all of the iron and steel, manufactured products, and construction materials used
in the project to be produced in the United States ("BABA Requirements") including iron and
steel, manufactured products, and construction materials provided by the Contactor pursuant
to this Agreement.
The Contractor hereby represents and warrants to and for the benefit of the Owner and Funding
Authority (a) the Contractor has reviewed and understands the BABA Requirements, (b) all of
the iron and steel, manufactured products, and construction materials used in the project
will be and/or have been produced in the United States in a manner that complies with
the BABA Requirements, unless a waiver of the requirements is approved, and (c) the
Contractor will provide any further verified information, certification or assurance of
compliance with this paragraph, or information necessary to support a waiver of the BABA
Requirements, as may be requested by the Owner or the Funding Authority.
Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph
8
by the Contractor shall permit the Owner or Funding Authority to recover as damages against the
Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by
the Owner or Funding Authority resulting from any such failure (including without limitation any
impairment or loss of funding, whether in whole or in part, from the Funding Authority or any
damages owed to the Funding Authority by the Owner). If the Contractor has no direct
contractual privity with the Funding Authority, as a lender or awardee to the Owner for the
funding of its project, the Owner and the Contractor agree that the Funding Authority is a third-
party beneficiary and neither this paragraph (nor any other provision of this Agreement
necessary to give this paragraph force or effect) shall be amended or waived without the prior
written consent of the Funding Authority.
16. CHANGE ORDERS: A change order is a written order to Contractor, approved by a City
representative, issued after execution of this construction agreement authorizing a change in the
Work or an adjustment in the construction agreement sum or the construction agreement time.
A change order signed by Contractor indicates his agreement therewith. City may, without
invalidating this construction agreement, order changes in the Work within the general scope of
this construction agreement consisting of additions,deletions or other revisions,the construction
agreement sum and the construction agreement being adjusted accordingly. All such changes in
the Work shall be authorized by Change Order and shall be performed under the applicable
conditions of this construction agreement. City representative shall have authority to order
minor changes in the Work not involving an adjustment in the construction agreement sum or
extension of construction agreement time and not inconsistent with the intent of this
construction agreement. All such changes shall be effected by written order and shall be binding
upon City and Contractor.
17. 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.
18. 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.
19. SAFETY: Contractor and/or its subcontractors shall be solely responsible for job safety at
all times.
20. RIGHTS& REMEDIES: The duties and obligations imposed by the contract documents and
9
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 by law. 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.
21. PAYMENT & PERFORMANCE BONDS: City shall have the right to require Contractor to
furnish bonds covering the faithful performance of the contract and the payment of all
obligations arising hereunder.
22. 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 written notice to Contractor of such termination and specifying
the effective date thereof.
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.
City may terminate the contract at any time by giving at least twenty-four (24) hours notice in
writing to Contractor. If the contract is terminated by City as provided herein, Contractor will be
paid for the time expended and expenses incurred up to the termination date.
23. APPEALS: All contractual grievances shall be submitted in writing to City Manager within
five (5) calendar days after the difference of opinion or grievance 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, et seq.
24. 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.
25. 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.
26. ENTIRE AGREEMENT: This Agreement and any attachments represent the entire
agreement between City and Contractor and supersede all prior negotiations, representations or
10
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.
28. 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.
29. TIME IS OF THE ESSENCE: Time is of the essence with respect to all provisions in this
Agreement. Any delay in performance by either Party shall constitute a material breach of this
Agreement.
30. 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.
31. 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.
32. CERTIFICATION PURSUANT TO A.R.S. § 35-394. In accordance with Arizona Revised
Statutes § 35-394, Contractor hereby certifies and agrees that Contractor does not currently and
shall not for the duration of this Agreement use: 1) the forced labor of ethnic Uyghurs in the
People's Republic of China, 2) any services or goods produced by the forced labor of ethnic
Uyghurs in the People's Republic of China, and/or 3) any suppliers, contractors or subcontractors
that use the forced labor or any services or goods produced by the forced labor of ethnic Uyghurs
in the People's Republic of China. If Contractor becomes aware during the term of this
Agreement that Contractor is not in compliance with this Section, then Contractor shall notify
11
the City within five (5) business days after becoming aware of such noncompliance. If Contractor
does not provide the City with written certification that Contractor has remedied such
noncompliance within one hundred eighty (180) days after notifying the City of such
noncompliance, this Agreement shall terminate, except that if the Agreement termination date
occurs before the end of such one hundred eighty(180) day remedy period,this Agreement shall
terminate on such contract termination date.
33. 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 274B 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.
34. TERMS AND CONDITIONS: This Agreement is subject to the provisions listed below.
1) Termination of Contract
a) If, for any reason, the Contractor shall fail to fulfill in a timely and proper manner
his/her obligations under this contract or if the Contractor shall violate any of the
covenants, agreements or stipulations of this contract, the City shall thereupon have
the right to terminate the contract by giving written notice to the Contractor of such
termination and specifying the effective date thereof. In such event, all finished or
unfinished site or structural improvements, as well as all materials or equipment
12
acquired or stored by the Contractor under this contract shall, at the option of the City,
become City's property and the Contractor shall be entitled to receive just and
equitable compensation for any work satisfactorily completed hereunder.
Notwithstanding the above, the Contractor shall not be relieved of liability to the City
for damages sustained by the City by virtue of any breach of the contract by the
Contractor and the City may withhold any payments to the Contractor for the purpose
of set-off until such time as the exact amount of damages due the City from the
Contractor is determined.
b) The City mayterminate this contract at anytime bygiving at least ten (10) calendar days
written notice to the Contractor. If the contract is terminated by the City as provided
herein,the Contractor will be paid as provided in this Addendum for the time expended
and expenses incurred up to the termination date. If this contract is terminated due to
the fault of the Contractor, Paragraph La hereof relative to termination shall apply.
c) This contract may be terminated per A.R.S. § 38-511, Conflict of Interest.
2) Sanction, Penalties and Debarment
A breach of the contract provisions concerning violations of federal labor standards may
be grounds for termination of the contract and result in sanctions, penalties including
liquidated damages and/or debarment of the contractor.
3) Changes
The City may request changes in the scope of the services of the Contractorto be
performed hereunder. Such changes, including any increase or decrease in the amount of
the Contractor's compensation,which are mutually agreed upon by and between the City
and the Cointractor, shall be incorporated in written amendments to this contract.
4) Personnel
a) The Contractor represents that he/she has, or will secure at his own expense, all
personnel required in performingthe services underthis contract. Such personnel shall
not be employees of or have any contractual relationship with the City.
b) All of the services required hereunder will be performed by the Contractor or under
his/her supervision and all personnel engaged in the work shall be fully qualified,
authorized and permitted for such work under state and local law to perform such
services.
c) None of the work or services covered by this contract shall be subcontracted without
the prior written approval of the City. Any work or services sub-contracted hereunder
13
shall be specified by written contract or agreement and shall be subject to each
provision of this contract.
5) Assignability
The Contractor shall not assign any interest on this contract and shall not transfer any
interest in the same, whether by assignment or novation, without the prior written
consent of the City thereto: provided, however, that claims for money by the Contractor
from the City under this contract may be assigned to a bank, trust company or other
financial institution without such approval. Written notice of any such assignment or
transfer shall be furnished promptly to the City.
6) Reports and Information
The Contractor, at such times and in such forms as the City may require, shall furnish the
City such periodic reports as it may request pertaining to the work or services undertaken
pursuant to this contract,the costs and obligations incurred or to be incurred in connection
therewith and any other matters covered by this contract.
7) Records Maintenance and Retention
The Contractor shall maintain accounts and records including personnel, property and
financial records, adequate to identify and account for all costs pertaining to the contract
and such other records as may be deemed necessary by the City to assure proper
accounting for all project funds, both federal and non-federal shares. These records will
be retained for at least three (3) years following the grant contract closeout between
ADOH and U.S. Department of Housing and Urban Development (HUD) unless permission
to destroy them is granted in writing by the City.
8) Findings Confidential
All of the reports, information, data, etc., prepared or assembled by the Contractor under
this contract are confidential and the Contractor agrees that they shall not be made
available to any individual or organization without the prior written approval of the City,
ADOH or HUD.
9) Copyright
No report, plan, drawing or other documents produced in whole or in part under this
contract shall be the subject of an application for copyright by or on behalf of the
Contractor.
14
10)Contractor will comply with the requirements of the 2010 ADA Standards for Accessible
Design.
11) Interest of Members of a City Governing Body
No member of the governing body of the City and no other officer, employee or agent of
the City who exercises any functions or responsibilities in connection with the planning and
carrying out of the program, shall have any personal financial interest, direct, or indirect,
in this contract and the Contractor shall take appropriate steps to assure compliance.
12) Interest of Other Local Public Officials
No member of the governing body of the locality and no other public official of such locality
who exercises any functions or responsibilities in connection with the planning and
carrying out of the program, shall have any personal financial interest, direct or indirect,
in this contract and the Contractor shall take appropriate steps to assure compliance.
13) Interest of Contractor and Employees
The Contractor covenants that he/she presently has no interest and shall not acquire
interest, direct or indirect, in the study area or any parcels therein or any other interest
which would conflict in any manner or degree with the performance of his/her services
hereunder. The Contractor further covenants that no person having any such interest shall
be employed in the performance of this contract.
14)Access for Persons with Disabilities
In performing all construction Contractor agrees to comply with the 2010 ADA Standards
for Accessible Design. Contractor represents that he understands said standard
specifications and same are incorporated herein by this reference.
15)Clean Air Act, Clean WaterAct
The Contractor shall comply with all applicable standards, orders or requirements issued
under Section 306 of the Clean Air Act (42 U.S.C. 7606),Section 508 of the Clean Water Act
(33 U.S.C. 1368), Executive Order 11738 and EPA regulations which prohibit the use of non-
exempt federal contracts, grants or loans of facilities included on the EPA List of Violating
Facilities. The provision requires reporting of violations to the USEPA Assistant
Administrator for Enforcement.
16) Mandatory Standards and Policies relating to energy efficiency which are contained in the
state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act.
17) Federal Labor Standards Provisions
This agreement is subject to the Federal Labor Standards Provisions, Davis-Bacon Act of
15
1931, contract Work Hours and Safety Standards Act of 1962,Copeland Act of 1934 and the
Fair Labor Standards Act of 1939.
The Contractor agrees to comply with the Federal Labor Standards Provisions (HUD Form
4010) which is incorporated by reference herein. The Contractor shall supply information
to the City as necessary for monitoring of compliance to include, but not be limited to,
submission of Labor Standard Forms included in the bid package, on-site inspections,
investigations and/or enforcement by the City. The Contractor agrees to comply with the
Wage Rate Determination included in the bid package and incorporated byreference.
THIS PROJECT IS IN WHOLE OR IN PART FEDERALLY FUNDED AND THE SUCCESSFUL BIDDER
WILL BE REQUIRED TO ADHERE TO FEDERAL LABOR STANDARD/DAVIS-BACON PROVISIONS.
Central Arizona Governments (CAG) will monitor compliance with such provisions and
standards on behalf of the City. The successful bidder will be required to complete the
following forms in order to comply. A brief explanation of the form and when the form is
to be submitted to CAG is listed below. Should you have any questions concerning Federal
Labor Standards or the forms to be submitted, please feel free to call CAG,Angela Gotto at
phone number: (480) 474-9300; or e-mail: agotto@cagaz.org.
LS2 Contractor's Certification Concerning Labor Standards and Prevailing Wage
Requirements
A separate form is to be completed by the contractor and submitted as a part of the bid
package.
LS3 Sub-contractor's Certification Concerning Labor Standards and prevailing Wage
Requirements
This form is to be completed by each subcontractor and submitted to CAG within ten (10)
calendar days of execution of the subcontract and a minimum of seven (7) calendar days
prior to the date the subcontractor is scheduled to start work on site.
LS4 Weekly Payroll Report
This form is to be completed by each contractor and sub-contractor weekly for the contract
duration. Forms must be complete, correctly signed and submitted to CAG within seven (7)
calendar days of the end of the work week.
Weekly Payroll Reports will be verified by CAG and ADOH to confirm payment of the
required wages.The Weekly Payroll Reports must include all employees who have worked
on the job site, including persons exempt from Davis-Bacon and Related Acts wage rate.
Exempt persons are:
a. Business Owners: This person must be listed in Section 5C of the LS2 or LS3 as an
owner, partner or principal, owning at least a bona fide twenty percent (20%) equity
16
interest in the business and must also be able to document the business via a tax ID
number. This person must also be actively engaged in the business's management and
must not meet the Davis-Bacon definition of a "laborer or mechanic". Relatives of the
owner who are not listed in Section 5C must be paid Davis-Bacon and Related Acts wages.
A sub-contractor who cannot document that the business is bona fide must be listed as an
employee on the prime contractor's Weekly Payroll Report.
b. Apprentices: The contractor/sub-contractor must provide written evidence of the
registration of the program with the DOL Employment and Training Administration (ETA),
Office of Apprenticeship Training, Employer and Labor Services (OA) or a state
apprenticeship agency recognized by the ETA/OA. For additional information concerning
apprentices, please call CAG.
C. Youth Employment: These individuals must be employed in a bona fide summer
youth employment or opportunity program. For additional information concerning youth
employment, please call CAG.
d. Other: On-site but non-construction (non-hands on) superintendents, inspectors,
engineers, watch persons, water carriers, messengers, clerical workers and working
foremen who devote less than twenty percent(20%)of their time to construction work are
exempt. If a foreman devotes more than twenty percent(20%)of his/her time to mechanic
or laborer duties,they must be paid the applicable wage rate(s) for all hours worked.
LS5 Statement of Compliance
This form is the certification for the Payroll Form LS-4.A separate form is to be completed
by each contractor and subcontractor weekly for the duration of the contract. Forms must
be complete and correct, signed by the appropriate person, and submitted to CAG WITH
THE LS-4 within seven (7) calendar days of the end of the work week.
The LS-5 must list all deductions indicated on the LS-4 and must indicate whether the fringe
was paid in cash or to an approved fringe benefit plan. The LS-5 must be signed in ink by
the owner or officer as listed on the LS-2 or LS-3 or by an employee designated in writing
by the owner/officer as authorized to sign.
LS7 Notice to All Employees
This notice must be posted on the job site prior to the start of construction and must
remain posted during construction.
LS15 Authorization for Deductions
This form is to be completed by each contractor and sub-contractor and is to be submitted
to CAG one (1) week prior to the first payroll. Please note that each employee who
authorizes payroll deductions for items other than standard state and federal taxes must
sign the form.
17
The following information or action is also required in order to comply with Federal Labor
Standards.
Verification of Fringe Benefit Plan
If fringe benefits are not paid in cash, each contractor and sub-contractor must submit
verification of each fringe benefit plan at least one (1) week prior to the first payroll by
submitting the following information:
a. A copy of the most recent remittance statement from the company holding the
fringe benefit plan such as a bank, union, etc. The remittance statement must verify the
employees covered by the plan and the amount paid into the plan for each employee by
the contractor or subcontractor.
OR
b. A letter addressed to CAG from each bank, union, etc. holding the fringe benefit
plan. The letter must verify which employees are covered by the plan and the amount paid
into the plan for each employee by the contractor or sub-contractor.
18) Pre-construction Conference
The purpose of the pre-construction conference is to provide a forum for CAG, the City of
Apache Junction, Project Manager, contractor, and sub-contractors to discuss the technical
nature of the construction project and all of the compliance requirements of the contract.
Contractor and sub-contractor representatives shall attend. It is very important that the
person preparing the Weekly Payroll Sheets attend this conference as well.
19) Notice Provisions
The Federal Labor Standards Provisions as well as the General Wage Decision included in
this bid package must be posted on site during construction as well as the Equal
Opportunity Employment/Non-Discrimination Notice. All postings shall be clearly visible
and easily accessible to employees.
During construction, CAG will monitor compliance with the federal Labor Standards/Davis-
Bacon. This monitoring shall include, but not be limited to, contractor and sub-contractor
employee interviews, on-site inspections, review of the weekly payroll, etc., as required.
Copies of the LS forms to be completed during monitoring are available from CAG.
33. CERTIFICATIONS: This Agreement is subject to the provisions entitled
"Certifications" which were submitted by the Contractor in the bid dated April 4, 2025, and are
incorporated by reference herein and shall be interpreted as if the Certifications were printed in
full herein.
18
34. COOPERATIVE USE OF CONTRACT: City has entered into various cooperative purchasing
agreements with other Arizona government agencies, 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 16th day of June, 2025.
CONTRACTOR:
Low Mountain Construction, Inc., an
Arizona corporation:
By: Shane Hatch
Title: Vice President
CITY:
CITY OF APACHE JUNCTION, an Arizona municipal
corporation:
By: Walter "Chip" Wilson
Title: Mayor
ATTEST:
Yvette McKinney, City Clerk
APPROVED AS TO FORM:
Richard J. Stern
City Attorney
19
STATE OF ARIZONA )
) ss.
COUNTY OF PINAL )
The foregoing was subscribed and sworn to before me this day of
, 2025, by Shane Hatch as the Vice-President of Low Mountain
Construction, Inc., an Arizona corporation.
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:
20
SUPERSTITION SHADOWS PARK IMPROVEMENTS
AWARD OF . CONTRACT CDBG # 107 - 25
PARKS & RECREATION
June 16, 2025
PROJECT FUNDING
Project is fully funded through
Community Development Block Grant ( CDBG )
Az Dept of Housing
State Special Project ( SSP ) funds
Expected construction completion is
February 2026
INVITATION FOR BID
CDBG #107 " 25
Posted April 4th , and Opened May 12th , 2025
CAG / City received 5 bidders
BIDDER BID AMOUNT
Val West Construction $4451000 . 00
Signature Projects $ 6911762 . 70
Hesscor Inc . $ 5861837 . 77
Low Mountain Construction $439,804 *38
RCI Property Enterprises LLC $ 5981570 . 52
• Park Ramada, Reservable
® Park Ramada, Non-Reservable
• . � � W'� Restroom
' WF
•- _
V it
�w
�. 46 -
f'w! 4 r
. • * �.. - _Ai
'
t : -:, �, ts• i4
� - �,, •: l be it - ' f N•
• • _ '
4 +� ti q
a. '. wd.r d-• �.
s 0 125 250
{� , DISCLAIMER This exhibit was:- ed by lenction GIS without the ben. it etd survey:and is not intended to rep(4 nt a urve+; dycumen
■
AQUATIC CEN
S D ....... ........
HA E
,fillSTRUCTURE
.0 4 iw.
. i
f.
Ak
=�r .- _._:+ - r:'a_rr �';;c��'� � ' i•4aW=�';� E'r � ;" r v'T
. ��.k;�����1` -.��! T:=-6 .�r��Lit j'y �". ,�-'�;�'j-4'�`:7rT��F�i�,•�r�i¢+ _F,�y' .•� !"�� _•::1��7(�,.- jj,��{� �Yi� 3:3�� �.�.�,ram :�Z.'ydS�,�,.�+�_/
_. ��=-'yn,> ��5�-.e+E �C,1:��a.�4"'^-�. -y.-- � �..� � •'S. �`.��' -X' -r ^Y�`F-' '�,"J� .•. �4 ''� Ti :'s�yf���-s ?�Z I:T.��
� ' • � � • • • � � • • � • "''gym
2a• ` � 1
�� �=" �s...-'.ro�.�r����. �� fit" a= ,• _ � - k_ • � .,tt«Y 1 t4 --� ` � _ .r¢'f
Sm-,
•,�'' �_Y+.�p_ -1��eS'tj _:C��'. �.�a'fi � !r'-�` tr�v�Y
STAFF RECOMMENDATION :
Staff recommend award of contract to the lowest, responsive
bidder, Low Mountain Construction in an amount of
$ 439 804 . 38 plus a maximum 10 % ( $ 43 , 980 . 44 ) contingency
for a total not to exceed $ 483 , 784 . 82
This item will come back in two weeks for final award of
contract .
QUESTIONS
?
►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.2.
�Piz oN* File ID: 25-298
Sponsor: Agenda Date: 6/16/2025
Index: In Control: City Council Work Session
Presentation and discussion with developer Michael Thesman, and Sean Lake of Lake and
Pew, PLC, related to the proposed development agreement amendment for the property
located at the S/E corner of Meridian Drive and Southern Avenue.
City of Apache Junction,Arizona Pagel Printed on 611212025
�PQACHE�G
City o Apac e junction
Z Horne of the Superstition Mountains
gRIZON° City Manager's Office
DATE: June 16, 2025
TO: Honorable Mayor and
Members of City Council
FROM: Bryant Powell
City Manager
SUBJECT: AMENDMENT TO EXTEND DEVELOPMENT AGREEMENT FOR PROPERTY
AT THE SOUTHEAST CORNER OF SOUTHERN AVENUE AND MERIDIAN
BOULEVARD
The owners of the property located at the above location have been working with the city for many
years regarding the development of this property.
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
'X�
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
xh b fs +6
G� . 1
rave, C) )ILI
4
EXHIBIT B � l
CONC PTUA
�.. ....... —.._. . ---- .._ — — -- ----._..._........ ---...................... . . ..._...........
r--� :•,�r�� <��<;,,, �� 1 AN 1��AL� �.... .� moo•
r ()ra IrAgr. l l M r.r Me.r•.--).a rE Rc,;J
Yro 010CA N'OTGr pnc1C ticm rcint r -�
o k
air �'►'� w ► a c F ' 0 * , 5
INF°
� - Y«"•,..•. � xc.�Aas• "i:.:.m.•• .�.v....:.r« "...:...n:.� �..•.. .... f Y�.. F rM n„ �
~ .._.........•. e.•• ........... < ' k . «..�-•..,,•
...........n......
.r
r
-
' .. ; � _�rd O___.�' �. Hrvn♦..A.wwN \•wwv A.._..n. n4♦0..rti-+�y
' � �� � } �w.M.wr•rww W
1
. " are►ser+�..+•�Aa "�'`y"�Kr►y —• S
10
1 ,
Zi s ..............
S '� j...�w.a.>w.w�A n♦....vwv..vw. --+v S ti.......�i i solo
too
la
Af
LID
< i <
ell e ' T +'
-ti � � s ..wr :+.• 1
a �0. ...... ..�
• 1
qr
10
IF
Ab
� � l� ' `�„ r+•�r IL •� ..c-,,. 'N�►+rv�.i �,rw.�.�� ' .•r•�+�.. .�� 2�...,...Y ..... F o�owowcK�ww�+•� >. i i
< Y � �^.� `r� .ter f r c � / �l — ---•� I
•r" l �, r j• jj
��
r� � ` I
Re
1p"
`'
�.. +
OF 4 . 4 \
71 I `
45
0 IT
i �.
"r } -3
j •� � ', ice-�-�''� f
`fi
p' r 1 •:� * , - <
1 i M� la
L�, l 1 7y I• � v •_ Y..�wJ�,,. .►?I •ice.,..•� •� t 'i �'•. ...-....<,E � � � .
• � -<�'
> 7;
-91
10
it
xx ..
44
r ri , ►� 1 i } < < f �.. _ r ti , _ l .
k ' aft
As 1p .
<
. A
i
I �
y
r�
N
s o talb m ww > O
.... i r `�'' ••
Z 0 LA 4k
-► O o op ov fv i eo q f" m : r
�o a % to T VL w Q ••4 , W*
i I iA cr
_ �' v l
"614
_
... Jos
c r- ILA .0y
rn
r e� 3 K
3 I fv
s
M v3flo
n r. O '3 r., I,,
Z CD
ze
o .!6 IE
z
�K .
r
L SITE PLAN
z
r r.
0 0
WALLS AND ENTRY I%AONUMENT ELEVATIONS
fG EXHIBIT B �2
3
d
0 Y'
m .:
�r
ET 0 • {
t1• '
AteA• � � i �
rn z
CL
�y ; �• . ' ti
1 � �
0 _
, V -
c -
1
41
t
r
M
� � .F•a Y' � �
1
rn
op
r
r
I' rn
I%c
JT
? v r.
3 �
io*jtio
,y •� `
= tic• �:.
p bR,
r� •
,r
4
{
i
?• '.9- , t
O •0 I
Y
tA
� z �
tA
a r
Ole CP
wh
0
_^J
r, 1' c
1
c
3
m
z
'Od1
EXHIBIT B�3
131W
�_ _ ..._._...- --- _..—..---..... .. ....._ __......._.........._......__........,
��' �•'-� 'aft' K i'/1f
MEKIDIAN ROAD
Pro 1mm&p U-Id Is.r > Idia►l KG',&d
• • a
Now "Mm"IF
r
I I r
1
1
} f
'............r I i r I
• Mom►-�'+�'--.... 4+'• t �.«+,...•..,... ••t•:.. �r..'.V.'..
411
T
` n
. i
T�YO'0
rnv " �......�..... �..... n. Y'. �*
� w � ...♦.xr`•v vw �wh.'.wn."•. �.T.w. �:• !may � -
.............
lw
' - Z ♦ i G
► c All
� rl �.r�-r�»- ; ;�R r � i _ � , , ? ,__..r__.... ram......♦ ..- --.,,...... ' � „ ..r
y�♦J'•"'� 'v t 1 �iN t«�~�....�+•.•'•} ,.tom t- •• ~ : i I
v1 + •w�Y,�J� � -r:.r••�" w , �yp•� •�•• N l ,l• � �. � �v� ` SN"„w'.�+. i
r'
i1 f 40
A✓
710
h
f�v rrr± • ��•1 t �a2 N%Y��3 � \
r
'4 ♦S ` .�
! 1
AV
�'. 7
or
1 ♦
• 1
• '\ �• f' t r S � 1' t. l '
1�
y ,. : 7 y 4 ►��:...:..:..
Iwo
t1 M
-41
1 �..�^' ter• , ♦: � _ ` 'fry.w...,.. ...v..� ♦.F
4
.► yy ff
f
S ....._.... '- �.�.+ pr•1-'� � .ivy.... � � t
49
I �
1 •tip � .-� ..........�..:.._. .. .' ., ..:. .♦r ... ♦. � ♦ •�� �'��
7
i
,•y _rrv• 1 .
'fI(Lr` !• [ T•iV.Yr:rA r.....n_ .. .rwr� •_• 1 ♦.�. ♦.v. ,. �.v...._.. '
1 " •
Q r a r> ii a
I iLl , lb
< s
,
1 � k
161
n
.. .... �•yvu••l•^'TrT••---_ -...._ ..v._T�..NO+..ww�.•n �.T+_:.�.�•: ��.�ur r..,,.,.
� V, T
�1
= a
4 1 �7
O m
a
s Z
x 4
_� �`• v,
01
r-r �
.00
19
T Q
rib
9
PH SE PLAN
25
ti
N
a 1rq !q xa
NHVd AH
.0
juauodwo:) asWAalu I - bid AH
rJL`` 0
6001 '7 l k%V
sja a Sol C11as5V 11-13MOd-H:)011H
s1 );9 PLpie puel i sj�)uuvj d pu ej VS13d
,adolaA,00 / Jai fA0 -MIN301M N%fWS3HJ. -
A
• � .''•'- :�;�: "=:. .. .�..�f:. ` �„a ::o t:.,fit.
VIN
L
Vi?d ti'•=''- '" � ,:gyp•.., `,'}.^,S??4Y'°J►•?x••.'0.<S.4~� �`<'n Y.,o, ...•�
�1 �ad
SaJDL
1xo d� S <'
a sa
je:)idAjL
its x
It
VIVO N H Vd A :..
:,f: <,;•
IPMWM
K'Jed A
Al 3 S VHd !' :
S ptu pi
r r ., .. '
. , ! ' • :tic ; F �: >.'.',. ,' t n t` ;.` ,•
lo
16
♦ i - pr
-
WF
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
� D D 3> p
O L) Z0 rn
d
0 r\) Po ro ro Wmmp m REP
bd
Q � �Z
D rq won AP-0
�
a
rzi
ro
� � Z
� D N � n3 �
D m
� N fV
co
n
M 0 0--- 7n
19P
W=16 m
rri
CD
V) r�m -�<
rri cf)
R} ~' W fU `� o
Zrn
0 ro fD ON
� n bd(A
C� �U Ln
\ �` ICI � � �!E � d �.
•� U1 iTy
lr+ Z Cl
�D
� CIErri �
LA
EA W to
rn
, --
D "� ----IGi � D ---I t/� D bd 0CD D 3 Z t/) in c/) ,� ;�7 � � ip f�"" D Vf (� T� bd 7> G3 p
o S ETf cn = 2 v� -� � � --A D 0 DE C I' y1 �--� i"ri D C � � G� D 0C �3
� I'Tl � � ["''1 :pp, �0 a: Gl f � 70 � Cl --i � f7 Z X � C Gl 0 �
r M 2:
� _ < -v � r � r r� � r r� � � m i y 0 xm u lor F9 F ;o C') T r- J* t.-4 --4 ;a ., r- 0 r� � � �
C7 � D ao e -� c� c� --� ; o c� o � aZ r►� s� o d rat M � > v r*� � r-
� C o � o � D ao � a d MW-) > ?o ED m X rl n I=$ > X C) > 0 -4 m --I
< C) z n m -4 rL) C:
� � � m � D � � Dad � � � M c�i� o d fl rn
ol
r� ors � � � � _ ? X r��-t A rri
JOO C30 lkiOd3kl�lb'P41zASU3dVd CJNI>(�lUMiQ�'Qd�lb'1(7[l3�W�1CX1�W1�d
ZtrC£VbEZ 'oN qof Saf1 uo(}ejjodsuEal jo juawlieda(] A4unoo edoopEW
SC}4z aaqwaoaq �-8
�� APnjS IUau�anoadw� �9��
lQ p �o� pue �oa�uo� ssa3ay peob ueip!)aW
sr..+wx
RIW Lfna
rn SU
PAC
cl Ll
tz
CD
Ln
cn
lat M -*..f
rl �w Z! 46
CJO
LN
JA
7n
7n
C/)
co
me AZ6
AIW
Ln
)Cap
cl
RIW Una
cAn
s�
� cZ
Y
'4 +
00
U 1.00 ,
29
4
3
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
Cyr oc � � , ...�....�.
tI-IACH � UNCTION
Thesman Proper Y :
Brief Zoning Overview
City of Apache Junction �^►�.
d � City Council Work Session
^1 June 16,, 2025
�—�
Background
• Rezoning case PZ-6-05 began in March 2005 .
• A couple of submittals were made, changes were
negotiated , engineering issues were explored, an
annexation was processed concurrently, and the case
finally went to public hearings in 2009 .
• Ordinance No . 1341 rezoned the property from General
Rural ( GR) to Trailer Homesites by Planned Development
(TH/PD) . A 12-acre portion was reserved at the NW
corner of the property for future commercial uses .
• Separate development agreement for drainage issues .
Background ( cont . )
• Ord . 1341 conceptually approved plan for :
- Gated, +/-650 lot, 55- plus, adult MH park;
- Amenities : 20K sq .ft . clubhouse, new MHs only,
indoor/outdoor recreation, 13 model types, RV
storage area, perimeter landscaping & buffering,
street improvements w/6' multi- purpose path, city
entrance sign, etc.
• Approved conceptual PD plan still in place .
EMry MOMaemt 51gwy Etrtxhtg plgieege thlder 5o ht-Avenue
rwr I-- WAI- �PropoWwatt.Conraetirnran SOUTHERN AVENUE
tq
•� - typical setbacks
I
exception
toot A Pert
site data RMAs
r r _ - - • 4W W Smell
50.8a Medium
• � ._ _ ._.��---- - -_.T—.. _ - -- _ _ GO'.80 Inge
__ .. -. _- - . a_t •'ems el'CC�I!"//^^_"`]] -_ _' ' � �� PrpJxt Mea 111 K
Landeupe Area 20.6 et
a`�`• Lot I Ince MI r. dPen9 e dl Itrt mI.
I.. 7 n on
3 fn 7 . _
I P
loa
A.rMMee.avel lOhY.M i � I \ � \� I I t 50 BO
Conceptual Site Plan
,Casr Palmas de of
�`� ��� y� ✓/ �•T�� MANUFACTURED HOME COMMUNITY
PDSA
yb r ope..e 5.1 cea�Pam
SUPERSTITION FREEWAY 0 f7
Ayuet G.200'/
Recent prelim . dev. plan for
change
— it �r = � �CY - p ,- AR '�' a-. a "•^ '�29'WIDE CONCRETE LINED p - -
a I:' �a!f. )� - ,. 1 .r ep +R+aia '• "�" 1.eorN sroEs rER cm of 3
t yI •a.- i APACME JUNCTION.
qk
19
MERIDIAN &
_ - Rif, .• ��.. t .� - �+R�_ t�� +��r r Q
��ib� �_� .. i .;�.� � 7iui' 7R3'�- '�i�fyy�'.'F •. ' �-'S"w�ll.c�. p .
so'R/W I I
_ PARCEL 1 II
TOWNHOME TYPE 1 w � I � II �,
W 11.94 NET ACRES I I a w l I I I
I I Q O Z I I 50'x115' II
o a z o l 15.20 NET II �-
PARCEL 2 �� I I ACRES II
40'x115' II
22.00 NET ACRES II
8 AMENITY—
CHANNEL
__ "�:�,•�r„a,' � PARCEL 6 � PARCEL 5 I I LAN zl��
�, tom- Z � 35'x100' I 40'x100' II
' � �` 16.96 NET ACRES � 19.76 NET ACRES I I p
F
I I
a
o Z p I
_a.•. �,:i�� .Y u .� .IC�. .. _ - .III ___ ctiJo - .
HIGHWAv 60/ SUPERSTITION FREEWAY �
SOUTHERN
Questions about zoning?
City of Apache Junction, Arizona Meeting location:
City Council Chambers
i at City Hall
Agenda 300 E.Superstition Blvd.
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 16, 2025 7:00 PM City Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. AGENDA ITEMS
1. 25-300 Presentation and discussion of award of contract for IFB CDBG
#107-25 to Low Mountain Construction for Superstition Shadows Park
Improvements in the amount of$439,804.38 plus a 10% contingency
for owner controlled change orders in the amount of$43,980.44 for a
total project cost not to exceed $483,784.82. Work will include new
playground equipment, playground shade, and aquatic center shade at
Superstition Shadows Park and be fully funded by the CDBG-RA
allocation.
2. 25-298 Presentation and discussion with developer Michael Thesman, and
Sean Lake of Lake and Pew, PLC, related to the proposed
development agreement amendment for the property located at the
S/E corner of Meridian Drive and Southern Avenue.
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 1 Printed on 611212025
CITY OF APACHE JUNCTION
,b Mayor's Script
Work Session
Monday, June 16, 2025
A. CALL TO ORDER
I would like to call this City of Apache Junction Work Session of June 16, 2025, to
order and ask everyone to put their cell phones on silent.
B. ROLL CALL
Roll Call
C. AGENDA ITEMS
1. Presentation and discussion of award of contract for IFB CDBG #107-25.
Dave to report
Any discussion among the council? council can discuss
NO MOTION
2. Presentation and discussion on proposed development agreement for 160-acre
property located at Meridian Drive and Southern Ave. Sean Lake to report
Any discussion among the council? council can discuss
NO MOTION
D. ADJOURNMENT— I adjourn this meeting.
KB Home Preliminary Site Plans
r
_..
GROSS A(
NET ACF
AMEN
DRAINAGE
24'WIDE CONCRETE LINED w OPEN S
"' ..• .. � �`�t,,.+iy�7 CHANNEL VERTICAL ON _
_ -.. _ _ t_- 3,•BOTH SIDES PER CrrY OF a TOTAL OPE
- APACHEJUNCIION.
DESCRII
. goo, _ -gas a PARCI
—_ PARCI
"+ SOUTHERN AVENUE PARC
,. -------------- PARCI
so,R W PARCI
PARCEL 1 II
TOWNHOME TYPE 1 w I, i II I PARC
11.94 NET ACRES I I r,CL ui I It TOWNHW
F -------------------� I W w¢ PARCEL 4 it .c 3Yx]
I o 11 50'x115' II 401x'
z Zo 1 I: 15.20 NET O TOWNHOF
' PARCEL 2 I ACRES 4ox•
rn
C) I SO'x:
40'x115' F I I II
22.00 NET ACRES I It I T01
ALAMENrrY
2
0
' ----- ------------ DRAINAGE
SO'R/VJ CHANNEL '
- ----------- -- 20 " ; ROADS
< o PARCEL 6 PARCELS LANDSCAPE
Z 35'x100' I 40'x100' II ! _ SIDEWALK J
f a ` 16.96 NET ACRES 19.76 NET ACRES II i- 1'MIN_/
FREEBOARD
' w
f z II ,
—_—_��
N5
> o f m C,T
- HIGHWAY 60/ SUPERSTITION FREEWAY
us
I'MIN
FREEBOARD
.k.
MERIDIAN
t 1
' SOUTHERN
Fr�A�p
DESCRIPTION
6 MI �1' �¢ -"r` w GROSS ACREAGE
�L
- NEEACREAGE
•j•-" t4' 'k s`'>�'t� ��`,�e4'•7eRurve. lie � �,�
,� • # - - t•. • • • v S TOTAL OS
o o PARCELS NE
---SOUTHERN AVENUE _ —__—. ACRE
3
,. 50'R/W —-- --T ;,' ARCEL I 15.6E 1}
PARCEL 2 30_21
_ I �✓~� PARCEL 1 d �' PARCELS 44.5
S ` RM-3 I TOTAL
VERTICAL I
*70' MULTI-FAMILY , NOTES:
-
DRAINAGE 15.66 AC.
CORRIDOR I I I \ SURVEY *70'DRAINAGE CORRII
EASEMENT _ 15'LANDSCAPE 06
J Y 1 I 40'DRAINAGE CH/
r " -- I �` LINE
**60'DRAINAGE CORR:
15'LANDSCAPE OP
� I �.I • 30'DRAINAGE CH/
AMENITY �I PARCEL 3
• , PARCEL 2 3.60 AC. RM-1
I', 1 RM-2 � SINGLE-FAMILY _
M' I HORIZONTAL 44.52 AC.
50 R W I MULTI-FAMILY ' s.
--
t „ 30.21 AC. I I
¢
O, '1
I I DRAINAGE
¢1 I CORRIDOR
tF
K
w; 00
I i
'IPa I w 0
1.Z...
.q .
•.TES J,.,,
=— HIGHWAY 601 SUPERSTITION FREEWAY
i mot.
fig
Mfi
s-'�: F• 4 b ° I lM.�,t '•�y :r,t�,(Ky�w;v`G.f � k�i ��`� F s,,3" .y r
'� ,� -�tr' �-%'cat• �`ate � �, ,�, ;�,--- -� 4 l I��•.t ,� _ A I � l �
• -sWM_Master Plan 0pbwlB ABLASTUDIO.COM
,
;
1 ,
-- a
r
i
- y
_ k
:
• `2 a
� - we
fir- :... � � •ti t. ��s ,f_, --_.
,
,
^e
-r
.,. �:��_ __t � �. :�-� ,�.• hill � �• � -��
F � � __ 11 Kr yti�r•
• I FEW •
MERIDIAN & SOUTHERN 0ate10-122023
Character Ima er
j+� �
®r
..mow �y. ..i � eC 3 , yA� G�� - •"�--_
r1 _
.-'_w_ .,yL=.a. :r-,.- '• ',o �^ V�� ,;5 '' rt:'.'� ��. � _ n�'rr�-^'`�.._.x" �✓. �'�C� '#ui
1
t1N�
Rio
7,1
�A
MERIDIAN & SOUTHERN
Character Ima er
Current Zoning
650 Homesites MHC 55+
Is7' �� Wryldrnr,rns 6yny! F.Iscr..OrawrTc
04WHEMAVENUE
1 LYrkM+lMbnks
(wvl� .IPr,N I.
(: exception I .' � r—I _" _..
j x ....._. { �i�:
ram. s.JM._
PROJECT DATA
P+1 ( f I _ -�� ( .__� ���III ('J ._ �y • w'�' '' _ PAOPOM LIM M.rvl.rl."dIN mg
' • `�'--- ,_ � .+. ....... �,�C7 .• WI� •� � �� �' . rIIOPOtl11 l()IIINfi Mu?�fl
P�� —r+^�
h.q PSI - _( 1•._ TOTALn11fil.,r..r IW 1 11.
l<et
Y TO..........
11l.ntlu.
h
�jI''�jIr � R
"--�...' 1 �•I '" /r� ��Jrrl �i I` '"�� �ss - -., - '. �- - _ ��--smaaC - itt--a f'1
i �I j I f
1 'J_ . . :. S !-_l..__.. 1:. .1�_.- F• W T .. ! -. _ I Lo:,aeolryeao vw �w,mLonr.
' -I- u..�wlkrfnl4r --� � �_• __� -. f— .r n..Amurc v�Ilv+ry.I.MM.r�nn ln.m.
w w S ft -_ r T -T
i 1 :cnm lzl wd
d
rlebn.bh..
i I Y,P IIS
O 9 1 -f4_ .. --L- -L. ✓ r - i - .�.->� :I _ ---- � , lvpAoYParYnt .1:11..G'1n.I P1)
_
• .r.... j • �� •~ IOS14rtlpM.f!M�tlillp uWlN,f
"T_.__. �,,,,�"I�` r`�._.l i ` ', .�• �� /1 (( T _- IIIIOCN.IOW,LL1 M.er u..rM ne.n
__�.__1
u -7-T- ���. � � r has Palmas del W
it w lb - ny �.•'N-tea':' "�
m�Z�`
L p ka. `„':wI CONCEPTUAL SITE PLAN
UP It'3 f;tlr)il I'PCCVJA'' ... -
11
ENTRY MONUMENT-Theme and Planter Walls Em,yMe vi^f,,w.,n,,�
"7 elevation at 114 scale TI—,Wall--
CCt
r0-1 ( n,•meWauF , C
W "M
a 7 ti,�•. ��; TII[S/MNpLSIDCNiIAL tlmur/L•.Mop.r
POSH lsml p'enrwr,/�neu.M ar<hpn„
Qo � nlran,.ravnL�enerl.ulrro�roH, _�_
SOUTHERN AVENUE EntryMonum.nt Ids Idliflds del Sol
MAIN ENTRY at Southern Avenue
plan vl.w at 40Scale WALLS&ENTRY MONUMENT
A
Is
i
€ 62•yW R/K' a
AV
WALL
J2' 20'
LN /SOEWALA'l0 SE OIN GEA EASMENT 70
IH1PA1G ITY OFAPCHE AWPON [j
2'AIM MAS ION ELEV.AS Y 6' 7' Y/S
SLWACE COURSE PER PLANS
Y"E5 M,402 70 M-Vt (AI07E 6&B) 6' 12' 12' 2' ANC ZM-A dh �1.5' I I h
2LPZ I
L__ . - YEANAERINC e CONCRETE UAL
ENIS7.PNR SOFxucK CHANNEL
see
& 0.8 OR
ACC FOR
h
& OR II
&ABC Q
THICKNESS
SOUTHERN AVENUE 70• 20•
LOOKING EAST(UP STATION)
Z
€ 74. R/W 0
z J o
WALL Q w
J2' M. 22'
UNLLSCAPNWISIDEMUCN 70 BE DR AIM EASEMENT TO W 0 6
nMOM WED BY lAS'PAGANS CITY Of APACHE 1UNCr101V = c
2'Aft IRAAS/ROW ELEV.AS Y 6' 7' V
3 S(/R�ACE COUASE PER PLANS Q W
YARIES M17,t 70 1SJOt (�lE 6&B) 6' 12' 11" 1' MW 220-A O_
W
S AIFANDER/NC 'S� CONCRETE L/NED I O
r Ex1sr.PVMT
... SOEWALN CHANNEL
see AJ-20.J
&20.8 FOR m
AC&ABC 7' 1 '
THICKNESS
MERIDIAN ROAD
LOOKING NORTH(UP STA7ION)
8
OPTION 'B'
E NOT FOR CONSTRUCTION OR RECORDING
Q
J
Q
8 a U r cn p
g � 2
a
SHEET 1 of 7
i
Aerial Map
Southern & Meridian
,s r :ti Ste.._.: w`s 'h} �� r yr +
� ig ys �`.�'.
i � �.�t �.y 'r � .t_ >.'A"t.�,�a'a� _ z•�+ L+i� 71� *` z '•,` ��w
?
I •wr 1
�( f'.IY'dl a wY R. . �i5+ 1 `'1 •� ;pa+r :
r �
i }�y oaf? .��+`}'a}.�r,��"',�sp�„'"�h •' * '" ,� � �� `,`�e�, -
�• e. �.in Ts ;� ado-..-6 """f,,.:� i •Fy]'y'��_; 1 11•
•^-.�:t!wM1'; �41
� "99YR�S r' si '� �. - �r�.w F • f w �
—4-
17
♦., I ; �',rve�y�•� a4°'i "��� I
WARP
{' ,` +' 9 f.• tiI +Mr'e ,... o l 1 1
AO
4;.I
fly
_._ __ . ■j ..'rm 4. w� .. '^l�' i'L4A�,,„ O
t, 'd� � _� Y► d.E x ��1,'yyJ,' t��*j ..q ; �i _a� �. �f' a �7 y .��'�
Nu
It
-17
� -..t •f :��_`igam. .*y 4�i''T'',yf+tt�'� �N 9 • �� '��� i ` I d� � �
`'�, � 1 :zf'•t.Fa�r f Y � rr -A 1 � � `•..i�.
a« 9i
�, + 10r (
Storm Drainage
Flow & Drainage
Infrastructure Design Capacity
,•� �'u"T� I-4'•11' Y •9 q.� ,y�,11� ^""A`��t-- .�i^--I_.-_in'd-_, a0 �'� ' wj ,
� - �y
�.J•f - >� xd �' ,41� 4�'���• ��y,-,I�M�rk'"'i� -I f--=- a� � _' � -.i- � �T � ?� I j+ {7�•'"••1L'+y'�•"'•+Q�Y M„�.��� �� � ,•s.w�.�-:GL_'��.er.
f
J; r �( _ ._ (fit ff ��' - _. _ •I�t .!-'. " � . �lf�e
t OVEHCHUTE#10t�"!y �.� j t_ y
.DESIGN CAPACITY=565 CFS1� '� �q�., ;` ,> If ��-�_ il 3�e'. r t_rr l.�" �i_ �`!. s it- • "`•i r ,
f MAX CAPACIT 1g7 CF #� .. a' ,.�h �. I I"_ ` _ 1 t
• !a"x _+ t
Aa
rim
� '.. �'_ j' .�, .5 aY.11� r +r S`'''.�t 4• t ;1' -�; � K t I:y„'1•Ir� -(j-.• tiwa=.ssr,�.�J.- •, �!t +�, /, � ,.0-
I ,.,�--•� ,,t r.. t'-'„J,J,.1 ' .. }• 'e ^4z•
f „ it o 7 i' �
,. ;: ��� � '�r i l_�-rl . .f' f 11 _ e y , ~f I �.�1.,,-�p,t-.+r�, y i�� U_ �saa.�•�a`.�.. I "T� '� ,r-d•�� s«
#11
ESIGN CAPACITY=565 CFS'l l-� 1.�.- , ' ' - .<�f_ ('� u - -.�:,, �. I . "� ,"•%' •1
C.F !r-*�
r to i' ��' .�,. �'/ 1' �--=- 1 '� I 1 1+.+� -� !: L� -•I- a 0 _ ..�.e '. �
al �, ,t'lr M�� + J. - ' �.. o r 11 .-.aw+l°'�., ` ��..a�Ys� � ,��1 �r i�v,•1•__•�- � --�74�11°JL
� t , 'r� �, ,•l' '. f I i( �'!Ii I i•i ��.�fl �s1t ',-may i '.+K -ter: - L. -I """VVV} M.
r
` \ VERCH #12. - l' itl • Yif_�i ,y ^�-� +.a" . Ir- .j ?r.J=rtAW •�M.OP �
ESIGN CAPACITY-610 CF ��7 +� }i i t�" .r RAT "'Y.�r F 11, w frJj A`4- �•� _' f k+�i.' r11 J"4
AX AAll TY=167 F _ r Y� r IR' `�' I.w w �` +-� ..�` • -I
F7,
yt• �1 :i1ti�.. .� 9 �•� Of O a ,3-.T`f;�/-�-.'*r� J: -t -g��+. _
blr':fR+. 1 il��.."R�...•�wDs� .>�Jy_
,
•— r-_•=Yiy,`- • �� .�•fii -�'r.ti'�' - _., e . -r 1.` _ ;1'_ '""'-"-""'""� -r.F4\s..•I• e
PER THE MASTER RAINAGE t �'
8
�! ' y 1..{ 0� RCHUTE#13 x ° REPORT FOR LAS PALMAS ` "I • r
` , , ?•, > `y 4 DESIGN CAPACITY=610 CFS', � DEL SOL BY ERIE&ASSOCIATES ;i ` I .� F 4
f•� ; e MAnXC9PACITY 1675 CF.S '. -+NC.DESIGN CAPACITY UNDER SOUTHERN I ( t
1200 CF PEAK F W-IS 3383 1 ;•
+ k `�!. !• i'; '+� _.; {`.J ' ,i i, a; 1 ¢ t ++�� '•' It rt i is :i -a ---1__j_
` 1 �. 1�Y'• � ♦tJy. �; a 4`pt � "S, 7fJi /�Ire
I .l 1 � `i " i T^ t€ 1 `-M..1 i tJp�,T t ,I "•� �• .-,1 � 1 ' _ ° _
R THE FINAL D AINAGE REPORT
4. uI TSt -
FOR ADOT BY STANLEY CONSULTANTS INC.--F- h
CITY 102FS •. ` ra {u 1 + I P t�'�`
1 j d~ 1 AS RAINAGE
EPO RT FOR LAS PALMAS
= I ` EL SOL BY ERIE&ASSOCIATES '+ °• - , -�
FS a i
. . ESIGN CAPACITY=251 CF' ',• ss/ •
+u E MA STER 6AAI AGE
WAX APA TY=4 F q
`:� ...ax.:,1r •r REPORT FOR LAS PALMAS
• - -,W> - f. �.r-� ,� •. +���:,'. -�� DEL SOL BY ERIE&ASSOCIATES,
NC,DESIGN CAPACITY UNDER US 60 IS
FLOW 653 * r
.�0. .Y"_J t`_" 1 t4 ': `. _ _ , � `�4 •.�. ,-,l. ,,,
ft- _
i�..-.+FA r ..>rt• r.r 1. - - — — = ----- - - _ * ,3
:,�' 'I -:c'�` � ��4��' d . 1'tt , "I .+ � .. ! . . S. ���`�6.�F•ri� sl_++.5. �4•" S 71.t_�'-� � '
u°r.E xtir: r\mIN!-sdmm,me usldm\misle-m-mi(va7�+ans.M\tumn.\mI51b oo,-ra.una uvnaw�•a a�a/dm.
December 21, 2007
Drainage Memo to City of Apache
Junction Engineer from
Kimley- Horn & Associates
I� Kimlcy,Norn �eAca+F�
and Associates, Inc,
t �o
U "2
q,?/ZOMP
To: Giao Pham, P.E.—City Engineer
From: David Jensen, P.E., CFM-Kimley-Horn and Associates
Date: December 21,2007
Subject: Review of the Las Palmas Del Sol Master Drainage Plan
Kimley-Horn and Associates has completed the review of the Master Drainage
Plan for the Las Palmas Del Sol development on the southeast corner of Southern
Avenue and Meridian Road in Apache Junction. The report was prepared for ET
Consultants and was prepared by Erie and Associates and was dated October 8,
2007.
Overall,the Master Drainage Plan report documents historic drainage studies
completed in the area by the Flood Control District of Maricopa County and the
Stormwater Master Plan completed for the City of Apache Junction in 2002 by
Kimley-Horn and Associates and recommends alterations based upon historic
drainage patterns in the vicinity of the proposed development.
The Meridian Manor subdivision diverted Palm Wash to the south across
Southern Avenue to the Las Palmas site when historically, that flow stayed north
of Southern Avenue. On the Las Palmas site, the Palm Wash flows co-mingles
with the Weekes Wash breakout flow that enters the Las Palmas from the
northeast. The primary drainage concept proposed in the Master Drainage Plan
report is to restore the historical drainage patterns so downstream drainage
structures along US 60 and the CAP will function as designed and flows that did
not enter the site historically will not enter the site when it is developed. The
Master Drainage Plan states that Palm Wash needs to be redirected along the
north side of Southern Avenue and be isolated from the Weekes Wash breakout
flows. The Master Drainage Plan also does not recommend a FEMA submittal to
move forward with the development of the site.
A split flow analysis was completed for the Weekes Wash/Pahn Wash split to
determine the peak discharges at the Las Palmas site approximately two miles
downstream. The split flow analysis differs from the analysis completed for
Stormwater Master Plan. The proposed split flow analysis was completed using
HEC-RAS to determine the flows that break out of Weekes Wash into Palm
Wash. No exhibit was provided to show the location of the HEC-RAS cross-
sections. A new rating curve from the flow split was then input in the proposed
HEC-1 analysis to determine the discharges at the Las Palmas site. The HEC-1
model from the Stormwater Master Plan was used as the basis for the new
analysis. The split flow analysis results in peak discharges at the intersection of
Delaware and Southern is 3,383 cfs in Palm Wash on the north side of Southern
Avenue under the Drainage Master Plan,which is lower than the 4,071 cfs
reported at the same location in the Stormwater Master Plan.
The Master Drainage Plan report proposes allowing 405 cfs across Southern
through the site and to CAP overchute#14. The report proposes that the
Kimley-Horn PQgCHg
and Associates, Inc.
o
u Yz
AR1z
remainder of the flow be routed to the west on the north side of Southern
Avenue. The Master Drainage Plan report states that the City will add the
routing of the excess flows in Palm Wash, which is approximately 3000 cfs,to
the Stormwater Master Plan. The Drainage Master Plan report states that
approximately 3,000 cfs should be routed through a channel/right of way. The
report states that fill pads in the Las Palmas site will be placed above the 100-
year flow water-surface elevation from this 3,000 cfs discharge along the
channel/row.
Conclusions and Recommendations
1. Overall the drainage solutions proposed in the Drainage Master Plan
appear to be acceptable if the City will allow the historic drainage flows
to be conveyed along the Southern Avenue right of way off of the Las
Palmas site. The exact discharge should be determined,but would be
nearly 3,000 cfs under the Drainage Master Plan or would be nearly
3,700 cfs under the discharges reported in the Stormwater Master Plan.
2. If the historic drainage patterns in the area could be restored,that would
be the best solution since,under the current drainage patterns,the Las
Palmas site was adversely affected by the diversion of Palm Wash flows
across Southern Avenue and the ADOT box culverts along US 60 and
the CAP overchutes south of Southern Avenue would be overwhelmed
by these peak flows under the existing condition. This would occur
while the overchutes north of Southern Avenue may be underutilized.
3. Without redirecting the natural flow through the existing Meridian
Manor subdivision, the proposed drainage solution would require a large
conveyance system along Southern Avenue north of the Las Palmas site
to the CAP overchutes north of Southern Avenue. A system this large
would have significant capital costs. As stated, according to the Master
Drainage Plan, this system would be required to convey nearly 3,000 cfs.
If the discharge rates from the AJ Stormwater Master Plan were used,
this system would be required to convey nearly 3,700 cfs.
4. The split flow analysis completed at the breakout of Pahn Wash from
Weekes Wash under the Drainage Master Plan results in less flow being
directed to Palm Wash than in the Stormwater Master Plan.
Approximately 700 cfs less is being diverted to Palm Wash by the
Drainage Master Plan than by the Stormwater Master Plan. If the City is
to accept the split flow analysis to design a conveyance system west
along Southern Avenue and to design the Las Palmas Del Sol finish floor
elevations, then further documentation of the split flow would be
required. Mainly, the split flow analysis did not have an exhibit
associated with it to show the location of HEC-RAS cross sections and
no digital copy of the model was provided for confirmation. This split
flow analysis in the Master Drainage Plan appears to be different from
previous analysis informally submitted for this project. If the discharges
Kimley-Horn PpACkE�G
r]=FJ
and Associates, Inc,
o
'�RIIONP
from the Stormwater Master Plan were used to size any conveyance
channel to the west along and to set the finish floor elevations for Las
Palmas along Southern Avenue(3,700 cfs), then no further
documentation of the split flow analysis would be needed.
5. We recommend that the changes in the drainage pattern be submitted to
FEMA. FEMA designated floodplains end at Southern Avenue. The
City should determine if a FEMA submittal at Las Pahnas should be
completed by the City or if Las Palmas Del Sol should complete or bear
the cost of such a study.
6. A statement was made in the report that said the City will add the routing
of the excess flows in Palm Wash, which is approximately 3,000 cfs,to
the Stormwater Master Plan. Clarification of this statement is needed.
Does the Master Drainage Plan propose updating the Stormwater Master
Plan according to the results of the study? If that is the recommendation,
the City should also address that question.
Additional Drainage Data
This memo also includes a review of a drainage document package that was
received from Ritoch-Powell and Associates on September 18, 2007 concerning
Las Palmas Del Sol. The following summaries present reviews of the items
included in the package.
American Engineering Company Preliminary Drainage Report for Las
Palmas dated September 9, 1996
A preliminary drainage report for Las Palmas III was produced by American
Engineering Company on September 9, 1996. The purpose of the study was to
examine the existing drainage patterns of the Las Palmas property and the
impacts to the property caused by new developments in the vicinity.
An L-shaped earthen dike is located in the middle of the Las Palmas property.
Two washes run from the northeast of the property to the lower comer of the
dike. The corner of the dike acts as a pond by collecting the runoff from the two
washes. The report concentrates on Primrose Wash, a natural flood path just
north of Southern Avenue. Primrose Wash(which is referred to as Palm Wash in
other studies) originally collected most of the drainage from the north and directs
the water to the west. However, the wash was eliminated by the development of
the Meridian Manor development north of Las Palmas III north of Southern
Avenue. After Meridian Manor was developed, runoff that previously flowed
west was diverted to the south towards Las Palmas III.
The preliminary drainage report reviewed existing studies and data to collect
information on existing flows and drainage patterns and future developmental
impacts for Primrose(Palm Wash)Wash. The Flood Control District of
Maricopa County(FCDMC)conducted the Eastern Maricopa County Area
Kimley-Horn PpAc++f
and Associates, Inc. o `�
q#1ZON P
Drainage Master Study in 1987, and updated it in 1990 to study the drainage
patterns in the area. Due to rapid development in the area,the updated study
increased flows in Primrose Wash from 1839 cfs in the original study to 2153 cfs
in the updated study. However, in the studies,Primrose Wash retained its
original path which crosses Meridian Drive north of Southern Avenue.
A preliminary drainage report for Renaissance Point was prepared by JMI&
Associates, Incorporated in January, 1996. This report replaced Primrose Wash
with a man-made channel that discharged runoff at the southwest corner of the
project site. The channel is in the vicinity of the Primrose Wash floodplain and
discharges to the historical outfall of the wash.
A drainage report for Meridian Manor,the subdivision just north of Las Palmas
III,was prepared by D &M Engineering in July, 1996. Meridian Manor diverted
flow into a new channel along the west side of Delaware Drive, and then west
along Southern Avenue to 13 corrugated metal pipe arch(CMPA)culverts.
Meridian Manor graded their site according to these recommendations. By
installing the new channel along the west side of Delaware Drive,discharge from
Primrose Wash east of Delaware Drive and diverted runoff from north of 16ffi
Avenue is collected on the Meridian Manor property. Currently, almost all the
drainage area from Primrose Wash discharges to Southern Avenue via the 13
CMPA culverts. The 100-year peak flow discharged by Meridian Manor to the
13 CMPAs is 2,200 cfs.
According to the American Engineering Company drainage report, this runoff
will cause flooding in the Las Palmas III development. The runoff also has
difficulty passing Superstition Freeway though an ADOT two barrel 10-foot span
by 6-foot rise concrete box culvert near the southeast corner of the Las Palmas
property. Once the runoff discharges at the two barrel concrete box culvert,it
will flow toward the CAP Canal and could potentially cause serious erosion
problems to the canal structure. The American Engineering report concludes that
the diversion created by Meridian Manor to Primrose Wash has put Superstition
Freeway,the CAP Canal,and the proposed Las Palmas III proposed development
into j eopardy. The report recommends that no more than 20%of the water in
Primrose(Palm)Wash should be diverted toward the south from Meridian
Manor. By combining 20%of the flow in Primrose Wash with historic offsite
flow from upstream of the Las Palmas property,the total flow conveyed across
Southern Avenue would be 681 cfs. This is compared to 653 cfs at this location
proposed by the Drainage Master Plan and is the discharge amount developed
under the Stormwater Master Plan at this location. It is American Engineering's
opinion that 681 cfs is a reasonable amount of discharge for Las Palmas to
receive without jeopardizing the proposed development as well as US 60 and the
CAP Canal. The American Engineering report also proposed a drainage channel
to accept discharge from Southern Avenue and route it through the Las Palmas
site to convey runoff to the double box culvert under US 60.
The ADOT two barrel concrete box culvert discharges to a stilling basin which
has.a low flow outlet to a concrete ditch towards the west. By combining the
Kimley-Horn PpACHF�
and Associates, Inc.
r o
B
gRIZONP
amount of proposed discharge from north of the Las Palmas property(681 cfs)
and flow from the culvert as-builts shown coming from the east(264 cfs), it was
proposed that 945 cfs would flow towards the two barrel box culvert. The
culvert was designed for 566 cfs, and therefore increasing the flow at the culvert
will cause some backwater upstream. The headwater of the peak flow(945 cfs)
is just below the top of the inlet headwall.
The American Engineering drainage report for Las Palmas III included in the
Kimley-Horn package contains the following exhibits.
■ Summary Table for CAP Overchutes Design(EMCADMS, 1990)
■ HEC-1 Schematic and Output for the Existing Condition(EMCADMS,
1987)
■ HEC-1 Schematic and Output for the Selected Alternative Condition
(EMCADMS, 1987)
■ Proposed Flood Control by the Selected Alternative(EMCADMS, 1987)
■ HEC-1 Schematic and Output(EMCADMS, 1990)
■ A portion of the FEMA Flood Insurance Rate Map (#040120 003 C)
■ As-Builts for Superstition Freeway
■ Drainage Map (Final Drainage Report for Southern Avenue)
■ Drainage Map(Preliminary Drainage Report for Renaissance Point)
■ Aerial Photo(January 4, 1996)
■ Superstition Freeway Retention Basins
■ Onsite Channel Design
■ Culvert Analysis(Superstition Freeway STA 1205+20)
Ritoch-Powell and Associates Drainage Memorandum and Exhibit dated
September 10,2007
A memorandum and exhibit for the outflow limits of the Las Palmas Project,
located at the southeast corner of Meridian Road and Southern Avenue were
included in the Kimley-Horn package. The drainage exhibit shows that runoff
across the proposed Las Palmas development is split by an L-shaped earthen dike
structure in the middle of the property. Flow to the east of the structure is
directed towards the existing ADOT two barrel concrete box culvert under US
60. Flow east of Delaware Road from the Bonita Vista Mobile Home Park flows
to a channel near the southeast corner of the Las Palmas property,where it is
collected in an existing channel. Runoff from the channel combines with flow
from the east side of the Las Palmas property. The combined flow is conveyed
under US 60 by the ADOT two barrel concrete box culvert.
The runoff from the Las Palmas development on the west side of the earthen dike
is directed towards existing double 30-in corrugated metal pipes(CMPs)that
convey under US 60 near the southwest comer of the Las Palmas development.
Runoff from the land west of Meridian Road flows into the Central Arizona
Project(CAP)Canal at CAP overchutes 13 and 14, where it is combined with
runoff from Las Palmas at the 30-in CMPs and conveyed under US 60.
AZ State Land Auction flyer SWC
Southern Ave & Meridian
ARIZnNA
STATE LAND DEPARTMENT
AVAILABLE FOR SALE
SWC EAST SOUTHERN AVENUE & MERIDIAN ROAD
' C
17-41
y
ti, r ►.
Southern�Ave` Southern
4i
5351�24500
> ..r
n- TiN,
31
------- U$=6o --- 60— --
E_
44
Application No.: 53-124500
Auction Location: Arizona State Land Department
1110 West Washington Street
3175 Conference Room
Phoenix, AZ
Auction Date: April 10, 2025 12:30 p.m.
Minimum Bid: $4,460,000.00
Acreage: 36.444 ACRES (more or less)
FOR ADDITIONAL INFORMATION CONTACT: �j(j �� S�Z�2 66 1
B R Administrator (602) 542-3090 60z`J S 076(Af
DISCLAIMER:This information is designed for general overview purposes only.Unless otherwise stated,all figures and depictions are approximate.
Prospective bidders should review all information in the State Land Department's records relating to the property and seek technical or legal advice as
needed,to assure the understanding of all legal descriptions,plat maps,surveys,and other documents relevant to the property.Informational marketing
CDs may be available upon request.For more information,please contact ASLD Sales and Commercial Leasing Section at(602)542-3000 or visit us
online at www.Land.Az.gov.
Letter from Vestar & Barclay Group
regarding retail at
Southern Ave & Meridian
Fwd: Southern & Meridian
From: Michael Thesman (thesmanone@gmail.com)
To: thesmanone@aol.com
Date: Tuesday,April 30,2024 at 01:55 AM PDT
Sent from my iPhone
Begin forwarded message:
From: Nate Nathan <nate@nathanlandaz.com>
Date: March 5, 2024 at 12:49:47 PM PST
To: Sean Lake<sean.lake@pewandlake.com>, "Micheal Thesman (thesmanone@gmail.com)"
<thesmanone@gmail.com>, "T. Lutz"<tlutz@thesman.com>, Sarah Prince<sarah.prince@pewandlake.com>,
Ryan Duncan <ryan@nathanlandaz.com>
Subject: FW: Southern&Meridian
Here you go.
JAMES T."NATE"NATHAN
DESIGNATED BROKER
OFFICE:480.367.0700
CELL:480.280.2816
www.nathaniandaz.com
From:Jim Gardner<JGardner@BarclayGroup.com>
Sent:Tuesday, March 5, 2024 1:44 PM
To: Nate Nathan<nate@nathanlandaz.com>
Subject:Southern &Meridian
Dear Nate,
I hope this email fmds you well. Following our recent conversation,I would like to provide a
comprehensive assessment of the viability of the Southern and Meridian intersection as a potential
retail location. The Southern and Meridian site presents challenges rather than synergies for retailers.
While I understand that each factor cannot be viewed in isolation(aerial with key traffic and
demographic points attached), I have summarized the key points below:
1.Retailer Challenges and Lack of Synergies:
• Major national retailers have already established a presence along Signal Butte or
Crismon roads within this trade area.
• If azetailer_already_operates_at..SignalButte or-Crismon_Roads,_thisintersection is too
close for additional spacing based on their storage strategies.
• Competing retailers with locations along Signal Butte or Crismon would out position any
new entrants at the Southern and Meridian site.
2.Location Considerations:
• The Southern and Meridian location is "off the mark" for national retailers.
• Critical mass has already been achieved or is under construction along Signal Butte or
Crismon roads.
• The absence of a full diamond interchange further limits the appeal of this location for
most retailers.
• Meridian's dead ending to the south of the site restricts the trade area.
3.Traffic Patterns and Counts:
• irarric counts On DOin SUMS UrU d 11LUU 111UIU WWI O,VVV pa uay Wni%.ai i-cux J"%jL%,Vl
thresholds set by most national retailers.
• The lack of a full interchange exacerbates this issue.
• Shopping patterns are already established for this trade area and draw towards the
abundance of options to the east.
4.Demographics:
• The immediate trade area(1 mile)has an average age of 55.9 and only 4,181 households.
An older demographic with less than 2 people per household resulting in a narrow market
segment based on target users.
In conclusion,while the larger trade area has decent demographics,the overall site specific strategy
does not align because of traffic patterns, counts, and the location's positioning in the trade area.
Attempting to force retail development at this intersection risks weak traffic,potential vacancies, and
a disjointed mix of uses that would not positively impact the area.
Considering the above factors, I recommend exploring residential development opportunities in the
surrounding area,which appears better suited for such purposes.
Please feel free to reach out if you have any further questions or require additional information.
Regards,
Jim
Jim Gardner
Barclay Group
Executive Vice President
602-224-4149 direct
602-690-9283 cell
Gardner@BarcfayGroup.co
www.BarclayQroup.com
® image001.gif
3.4kB
r G 3000_w_southern_ave_apachejunction_az_85120.pdf
u 2.9MB
V
Jeffrey M.Axtell
IILW
Executive Vice President
Vestar
March 6, 2024
Via Email: nate@nathaniandaz.com
Mr. Nate Nathan
Nathan &Associates, Inc.
7600 E. Doubletree Ranch Road, Suite 150
Scottsdale, AZ 85258
RE: PROPOSED RETAIL DEVELOPMENT,SOUTHERN AND MERIDIAN
Dear Nate,
Thank you for sending the information on the potential retail development site at Southern and
Meridian. We have investigated this site in detail, and unfortunately, it won't ever be a good
candidate for retail.Tenants would never accept the lack of a full diamond interchange. Tenants
need a full interchange so they don't miss out on significant traffic volumes because of the half
structure. Meridian Road not having a connection to the south is another hurdle to getting
appropriate traffic counts. Retailers like major arterials that connect to other major arterials.
Due to the lack of arterial connectivity, the traffic counts on these local streets don't support
what the major retailers are looking for. The zoning appears to be manufactured home park by
PD. We think that the rezoning to commercial is too much risk. Additionally, the volume of retail
going in at Signal Butte and the 60 makes that the dominant intersection.
Even if you could overcome the above issues this is still the secondary location and attracting
tenants would be extremely challenging. 1 have discussed this with the city of Apache Junction,
and I have told them all the above as well. I am happy to discuss further.
Sinc el ,
Jeffrey Axtell
2415 EAST CAMELBACK ROAD,SUITE 100 1 PHOENIX,ARIZONA 85016 1 PHONE:602.866.0900
Ariel Map of Retail Stores and Restaurants in the
S ti Atv
t1171
-s C� _�1e,Il MERIDIAN AND SOUTHERN SOU7
- ' llf :I7.1jfrfi/kl�dlA_f.R �r 7
re
-MUM
1' `CrlS.t
�Cf ATES, 7� i=�i.PT♦([flitJ•,7 tKPrt'i?Yr` 'P }1 $ a
" r.
_t .tilYttltf� "ter` .31 Y• ^ ie '.,.;7 +�� 'pr +�' +f. `+ t It, y u i ?.A. ��y.+�t[_�. •,y }I tii i7 �• r. 1e i
� ��" y' !. ►«tom: v ��aiar;Er000�rzamcta r -S- t,j,.•: ^' � ,l,. �, r 1r..r, _'�: .y '(�t+, ,i � 1M 9''� :lLf,+�t:t b .q�. ��.
-PIIY't Y \1 1 ::��,.r. `°y-. ..4k -1 1 �x+'�}:1 �•_?:' v�tfr �i:�'' �J �j .j f Ig S...�3°. jt,Y J➢T:Ifr� tSi J.tY 1. .AJ
Iy r } y
r -. �� 1 n,1 y� :z.�i, _ } i rd•P�i�i`�' 4�'�y r..�Fj•' ;. i...ti..� .� k }= �'t '�' .! -t. i.rY 1 f� -
+ } � � ;.f- �'� +•:-'ti '�r! t` '•` -r<'•. � f -�' :i., IlY1:t ��-ii 1 11 '
•,,,. , d + � ('��;b�rtiP4� '.kT!lEjY .4� � - • � ,'r. 1't d�'� 1-i , �!�_) �1
DUNii1N° ° ��
r
DONUT: f� y { 7 l�7#"IIS i +�� \ tt Y rr
.l; r�.•. t
�
t
Y4 FJ 9;y`�1 f
Ai'p(pX1t�°.frttl(fIL. aw+rnP � `D � �' "?+`'3��•`i,� .? 7 x� '* :fi t '�_:r r iY t P �t r
•
S 1:
+.1 .rX.r7 .t'C rk _ -'. Y� r r� s�� �'i�.'�• X� l�I � , p�,,.,,
%wt
at&t�}J" " .rY �, ,* b'S Itf 1 1�}7t7161F
babb � l ;lll(ii I:{4Ci tt is e�rT f
• d.re ' ..� '� ate y
� R ----- -- ------ e{p
•o» ry rl/���t. �p 1r"-r. r.. /� f =�1F _
' � !Y', � I tlt t,;,,�•,4f! �; T�`i It.,. �(�� _ t 'R.� g l 1 � 1
-
s -- 1 -- 1
ourcpe114s - 1 :J y10L' r'st. a T 'y n 1 .a _ �I,i+ r }, r
A
EoSFI TNESS ~'TARMT IPtP.�
1 {�k
® y f
esidenc , Walmart w Y
ti;....•. - .-' w^' J
1 rt
�" yJy/� �� ��� � �... ¢9•n o¢Essru�s' � i�-� V ,4 a 11��LL-6. � �j`S4y
! �Ay ) I � •' ! l r� 7�
k IN•NOUi I,g;,.wrs�, a ,�,
��Famaus t rt! ]
� , Footwear �' Xl LIfT1Q ;+,., ♦,
1 EATPE
-., � 't, - `r t'� r-. • ! Lit-t . � la :>�„� -*•--,rT��
�{�y y � •.
P -� ..Y � G �;' 1 �ry-1--{ tY r t`�I )rzq-t• Y�+ i� 1���'�, '
�;' .�•t � } - 't r' . X '`e;EF#' �.� `'Y'„d. � s�Isrlu�srtarW� wra.a;acE b �',* �'
1 T• J?Q'r°� Y ''� � � o TF t -.. ,,+a fr '`51 �+ R ` - r�.
a _r .t n • �_ 1 i+!r 1 r,p , hy��7! fps_.. .?7 i r)!r t}, ^t q _�.5�. -
v +'i. c .s kr ::r.• 'S�'l l r?• ',..•� �r»W �.-r � 9 � ,.', ,t ,1j ,. - - ! --
�"*� r. 7 •'J" .] �(Y�— �..,. I�f 1 'i 11 x?`S. _ .11.71,1 r]r 1.(D.F
�1' x �� � --,.--::.�:S.�T._�r�el�.-S�.il�`•.:,1c_: ,-��. 1 ° i .'t'i Y_.e1 1 t..,, ii k+.',:rt�L+�tS_ -.�TJt1 i.t.- �:.� •t �= al
.vqp�} �.:. }l��xy g�JJ- ��•gy� f, •:!.+ IJ { La 2]J � �"t '+ L. µ +• �.w
YM �-•.� IP ._ I t. ft'C —fir F" t1 3 �kii _
480.367.0700 480.367.8341 7600 East Doubletree Ranch Road,Suite 150 Alt Worm"ciot,—t•m•ahere
- .. .. .— ,-_,.,-_ ell R•n,a�.M m.••nr.mnn.:a..annrnvtm