HomeMy WebLinkAboutRES 07-08RESOLUTION NO. 07-08
A RESOLUTION OF THE MAYOR AND CITY COUNCIL OF THE
CITY OF APACHE JUNCTION,PINAL COUNTY,ARIZONA,
ADOPTING A NOTICE OF INTENT TO ENTER INTO A
RETAIL DEVELOPMENT TAX INCENTIVE AGREEMENT FOR
THE SUPERSTITION SQUARE DOWNTOWN PROJECT WITH AJ
TOWN CENTRE, L.L.C.
WHEREAS, the City of Apache Junction City Council
("City") at its May 19, 1998 regular meeting approved
Resolution 98-15 which created the Crossroads Redevelopment
Area ("the Redevelopment Area") and at its regular meeting
on July 7, 1998, approved Resolution 98-20 adopting the
Crossroads Redevelopment Area Plan; and
WHEREAS, AJ Town Centre L.L.C.("Landowner") owns
approximately 85 acres (the "Property") within the
Redevelopment Area; and
WHEREAS, Landowner and City have been negotiating a
master development agreement where the Property may be
developed as a horizontally and vertically integrated
mixed -use -retail commercial and residential downtown
center, including but not limited to retail businesses,
restaurants, offices, condominiums, town homes, theaters,
and related uses; and
WHEREAS, the above -noted downtown project is a
Redevelopment Project as defined in A.R.S. § 36-1471; and
WHEREAS, the proposed development agreement includes a
retail development tax incentive component as defined under
A.R.S. § 9-500.11(M); and
WHEREAS, A.R.S..5 9-500.11(K) requires a city or town
which desires to enter into a retail development tax
incentive agreement to adopt a Notice of Intent to Enter
into such agreement a minimum of fourteen (14) days before
adoption of the agreement.
RESOLUTION NO. 07-08
PAGE 1 OF 3
NOW THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY
COUNCIL OF THE CITY OF APACHE JUNCTION, ARIZONA AS FOLLOWS:
That the Mayor and City Council hereby adopt this
Notice of Intent to Enter into a Retail Development
Tax Incentive Agreement with AJ Town Centre, L.L.C.
for the Superstition Square Downtown Project, which
notice is fully set forth in Attachment A.
PASSED AND ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE
CITY OF APACHE JUNCTION,ARIZONA,THIS 8TH DAY OF
FEBRUARY , 2007.
SIGNED AND ATTESTED TO THIS 8TH DAY OF FEBRUARY,2007.
DOUGLAS /COLEMAN
Mayor
ATTEST:
KATHLEEN CONNELLY
City Clerk
APPROVED AS TO FORM:
2- 8-07
RICHARD J. STERN
City Attorney
RESOLUTION NO. 07-08
PAGE 2 OF 3
ATTACHMENT A
Notice of Intent to Enter into a Retail Development Tax
IncentiVei Agreement
Notice is hereby given, pursuant to A.R.S. § 9-
500.11(K) that the City of Apache Junction, Arizona, an
Arizona municipal corporation ("City"), intends to enter
into a Retail Development Tax Incentive Agreement (entitled
"Master Development Agreement for Superstition Square
Downtown Project") with AJ Town Centre, L.L.C., an Arizona
limited liability company at least fourteen days after the
.adoption of thisnotice by the City.A copy of the
proposed agreement is on file with the City Clerk's Office
at 300 E. Superstition Blvd., Apache Junction, AZ, phone
number(480)982-8002.
RESOLUTION NO. 07-08
PAGE 3 OF 3
WHEN RECORDED RETURN TO:
City of Apache Junction
Attn: City Clerk
300 E. Superstition Blvd.
Apache Junction, AZ 85219
MASTER DEVELOPMENT AGREEMENT FOR
SUPERSTITION SQUARE DOWNTOWN PROJECT
CITY OF APACHE JUNCTION, ARIZONA,
an Arizona municipal corporation
AND
AJ TOWN CENTRE LLC,
an Arizona limited liability company
February ,2007
MASTER DEVELOPMENT AGREEMENT FOR SUPERSTITION SQUARE
DOWNTOWN PROJECT
THIS MASTER DEVELOPMENT AGREEMENT ("Agreement") dated to be
effective February , 2007 ("Execution Date"), is made and entered into by and between
the CITY OF APACHE JUNCTION,ARIZONA,an Arizona municipal corporation
("City")and AJ TOWN CENTRE LLC,an Arizona limited liability company
("Developer").The City and Developer are sometimes referred to herein collectively as
the "Parties," or individually as a "Party."
RECITALS
WHEREAS, the Apache Junction City Council, at its meeting on May 19, 1998,
approved City Council Resolution 98-15 which created the Crossroads Redevelopment
Area (the "Redevelopment Area"), and at its meeting on July 7,1998, approved City
Council Resolution 98-20 adopting the Crossroads Redevelopment Area Plan (the
"Redevelopment Area Plan") to guide the reconstruction and redevelopment of the historic
junction area; and
WHEREAS, the City receives payments of the tax increment in respect of the
,Redevelopment Area,as and when the then current year's aggregate valuation of the
Redevelopment Area exceeds the base year's (1997) valuation of the Redevelopment Area
and such tax increment is collected (the "Tax Increment"); and
WHEREAS, Developer owns that certain improved and unimproved real property
located within the Redevelopment Area, such real property consisting of approximately 81
acres, the legal description and map of which are attached hereto as Exhibit A-1 and
incorporated herein by this reference (the "Property"); and
WHEREAS,Developer contemplates acquiring that certain improved and
unimproved real property located within the Redevelopment Area,such real property
consisting of approximately 17 acres, a map of which is attached hereto as Exhibit A-2 and
incorporated herein by this reference (which additional real property shall be included in
the -Property" as and when required); and
WHEREAS,on August 15,2006,the Property was rezoned from various
commercial and residential zoning designations to "City Center District" ("CCD"); and
WHEREAS,it is the intention of Developer to develop the Property as a
horizontally and vertically integrated mixed -use retail,commercial and residential
downtown center, including but not limited to retail shopping areas, restaurants, offices,
condominiums, townhomes, theatres, and related uses (collectively,such development
shall be referred to as the "Downtown Center" or "Project"); and
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WHEREAS, the City acknowledges its intention and willingness to approve the
development of the Property in accordance with the conceptual development plan attached
as Exhibit B hereto and incorporate4 herein by this reference (the "Conceptual Master
Development Plan"): and
WHEREAS, the Parties intend that the uses •contemplated for inclusion in the
Downtown Center, as referenced in this Agreement, will be consistent with the City's
existing General Plan ("General Plan"), the CCD zoning designation, the Conceptual
Master Development Plan, the "Conceptual Design Guidelines" attached as Exhibits G-1
(Improvements) and G-2 (Public Improvements) and the Redevelopment Area Plan; and
WHEREAS, development of the Property as a Downtown Center pursuant to this
Agreement will result in planning, economic and other public benefits to the City including
providing for the construction of the Public Improvements (as hereinafter defined),
providing for planned and orderly development of the Downtown Center, adding to the tax
base and otherwise increasing tax revenues to the City arising from or relating to the
Downtown Center,improving or enhancing the economic welfare of the residents or
businesses of the City and advancing the goals of the General Plan and the Redevelopment
Area Plan, which benefits outweigh or are not disproportionate to the costs associated with
the economic incentives provided for in this Agreement; and
WHEREAS, the Parties understand and acknowledge that the ultimate development
of the Downtown Center on the Property is a project of such magnitude that the Developer
requires assurances from the City that the Developer will have the ability to complete the
development of the Downtown Center as contemplated by this Agreement,including
certain economic incentives (as hereinafter defined), before it will expend substantial
efforts and costs in furtherance of such development and the City requires assurances from
the Developer that development of the Downtown Center on the Property will be in
accordance with the General Plan, the CCD zoning designation, and the Redevelopment
Area Plan; and
WHEREAS, 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. § 9-500.05; and that the terms of this Agreement shall constitute covenants
running with the Property as more fully described in this Agreement; and
WHEREAS,the Parties further understand and acknowledge that:(i)this
Agreement is intended to constitute, in part, a retail development tax incentive agreement
in accordance with the terms of A.R. S. § 9-500.11; (ii) the Parties will comply with all
applicable requirements under A.R.S. § 9-500.11; (iii) the actions taken by the City in
furtherance of this Agreement are for economic development purposes as that term is used
in A.R.S. § 9-500.11; and (iv) this Agreement will assist in the creation and retention of
jobs and will in numerous other ways improve and enhance the economic welfare of the
City's residents.
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AGREEMENT
NOW THEREFORE,for and in consideration of the foregoing promises and the
mutual agreements contained herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged by both Parties, the Parties agree as
follows:
ARTICLE I. DEFINITIONS
1.1."Business Day" shall mean a day which is not a Saturday, Sunday or legal public
holiday under the laws of the United States or the State of Arizona.
1.2."Builder/User".The term "Builder/User" shall mean Developer or its assignee,
transferee or successor -in -interest, which may include a developer or end user, who intends
to develop any specific parcel within the Project Area.
1.3."Commencement of Construction" shall mean both: (i) the obtaining of a building,
excavation,grading or similar permit by Developer for the construction of Public
Improvements; and (ii) the actual commencement of physical construction in a manner
necessary to achieve Completion of Construction.
1.4."Completion of Construction" shall mean the date on which: (i) the final certificate
of occupancy has been issued by the City for any of the phased Improvements; and (ii)
acceptance by the City of any of the completed phased Improvements for maintenance in
accordance with City standards for other public infrastructure.
1.5."Conceptual Master Development Plan" shall mean the conceptual development
plan submitted to and approved by the City as set forth in Exhibit B attached hereto and
incorporated herein by this reference.
1.6."Construction Documents" shall mean and include all plans, drawings, details,
specifications and other related documents prepared in conformance with City ordinances,
codes and standards as necessary for the construction of the Improvements and the Public
Improvements in accordance with this Agreement,including the public bidding and
construction of the Phased Public Improvements in accordance with this Agreement.
1.7."Developer"shall mean,collectively,AJ Town Centre LLC,and permitted
successors and assigns.
1.8."Downtown Center Design Standards" shall mean the standards submitted to and
approved by the City, as set forth in Section 3.2 below and referred to in the Performance
Schedule, Exhibit C, identifying the design elements of the Downtown Center including,
without limitation, building materials and colors, architectural plans, landscaping plans,
enhanced paving plans,irrigation,lighting,pedestrian linkages,signage and the
_ architectural character of the Downtown Center.
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1.9."Downtown Center Public Improvements Standards" shall mean the standards
submitted to and approved by the City, as set forth in Section 3.2 below and in the
Performance Schedule in Exhibit C, identifying the design elements of the Downtown
Center open space and Public Improvements including, without limitation,street and
sidewalk standards,sewer,water,dry utilities,streetscape,enhanced paving plans,
irrigation, lighting, pedestrian linkages, signage, storm water drainage, retention/detention
and open space systems of the Downtown Center.
1.10."Minimum Public Improvements" shall mean the Public Improvements designated
as the Minimum Public Improvements on the Conceptual Master Development Plan, which
shall include Main Street between Idaho Road and North Apache Trail and the
intersections at either end of such street section together with all necessary wet and dry
utilities, sidewalks, landscaping, lighting and street furnishings.The development on Main
Street shall be pedestrian -oriented and shall be a minimum of four stories as set forth on
the Conceptual Master Plan,notwithstanding any amendment provisions to the Plan
allowed in this Agreement.
1.11."Mixed Use Development" shall mean multiple uses which may include retail,
offices, entertainment, hospitality, civic uses, cultural activities and medium and high
density residential uses, developed in a horizontally and vertically integrated environment
that supports the public investment in infrastructure and other public facilities and
services.
1.12."Performance Schedule"shall mean and refer to the schedule of performance
milestones to be performed by the City and Developer as set forth in Exhibit C attached
hereto and incorporated herein by this reference.
1.13."Phase Development Plan" or "PDP" shall mean the document that is required to
be submitted to and approved by the City prior to the commencement of preparing
Construction Documents (as defined in Section 1.6 above) and shall comply with the
General Plan, the Redevelopment Area Plan, the adopted CCD zoning designation and the
Conceptual Master Development Plan, and shall set forth the basic land uses, phasing of
Public Improvements and private improvements, densities and intensities for development
of the Property.
1.14."Project Area" shall mean the land area that is the subject of the City's zoning
Ordinances Nos. 1270 and 1271.
1.15."Public Improvements" shall mean all or any of those improvements as set forth in
Exhibit D attached hereto and incorporated herein by this reference on a phase -by -phase
basis as shown on a PDP approved by the City.
1.16."Public Improvement Costs" means all costs, expenses, fees and charges actually
incurred and paid by or on behalf of Developer to contractors,architects, engineers,
surveyors,governmental agencies and other third parties for materials,labor,design,
engineering, surveying, site excavation and preparation, governmental permits, payment
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and performance bonds, and all other costs and expenses 'aetually incurred and paid by or
on behalf of Developer that are reasonably necessary for the design, construction and
installation of Public Improvements, plus the actual cost, as of the date acquired, of all real
property dedicated (or as to which a perpetual easement for the benefit of the public is
established) to the City for Public Imptoverrients (iricludirig any real property acquired
pursuant to Section 3.9 below that would not otherwise be required by the City',s Code to
be dedicated in connection with development of the adjacent parcel).Public Improvement
Costs shall include, if permitted by law, Developer's cost of funds actually incurred and
paid by or on behalf of Developer, including any amounts advanced by Developer in
connection with the formation, establishment, administration and issuance and/or payment
of bonds by any CFD, but shall not include: any profit to or mark-up by Developer or any
affiliate of Developer, any losses whether or not covered by insurance proceeds, any costs
or expenses resulting from Developer's failure to perform any of its obligations under this
Agreement, or any other costs or expenses that are not reasonably necessary for the design,
construction and installation of Public Improvements.
ARTICLE II.TERM, COVENANTS RUN WITH THE LAND
2.1.Term.The term of this Agreement shall begin on the Execution Date and shall
remain in effect until October 23,2031;provided,however,the obligation to make
payments and perform obligations to which the City and/or the Developer,or any
Builder/User, is then entitled, shall survive such termination until all such obligations are
fully paid or performed.
2.2.Covenants Run With the Land.City and Developer acknowledge and agree that
the provisions, covenants, and conditions of this Agreement shall run with the land and
shall be binding on all successors in interest to the Parties including subsequent and future
owners,grantees,purchasers,assignees,lessees and transferees of the Property.By
recordation of a deed or other real property interests, each person or entity, for himself or
itself, his/its heirs, personal representatives,successors, transferees and assigns, binds
himself/itself, his/its heirs, personal representatives, successors, transferees and assigns, to
all of the provisions, covenants, and conditions of this Agreement.
ARTICLE III.CITY'S OBLIGATIONS
3.1.City Center Zoning Designation.It is contemplated that the Conceptual Master
Development Plan submitted for approval to the City herewith will work in conjunction
with the adopted CCD zoning designation, whereupon the Developer shall be authorized to
implement the types of uses, densities and intensities of uses as set forth in the Conceptual
Master Development Plan. The City agrees to use its best reasonable efforts to process the
approval or issuance of PDPs and related permits, plans, specifications, plats and/or other
development approvals of or for the Downtown Center as may be requested by the
Developer in order to implement,and which are consistent with,the CCD zoning
designation and the Conceptual Master Development Plan,provided the Developer
complies with all applicable requirements and pays all applicable fees, and subject to the
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City's review and approval thereof in accordance with its subdivision and other applicable
ordinances, rules and regulations.
•3.2.Downtown Center Design Standards and Downtown Center Public Improvements
Standards.The City shall have final approval of the Downtown Center Design Standards
and the Downtown Center Public Improvements Standards for the Downtown Center
submitted by the Developer prior to submittal of the preliminary site plan for the Phase 1
PDP.The parties agree that the Downtown Center Design Standards and Downtown
Center Public Improvements Standards shall be developed so as to foster development
having character and quality consistent with the Conceptual Design Guidelines.All
development of the Property shall be in accordance with the Downtown Center Design
Standards and the Downtown Center Public Improvements Standards.Notwithstanding
anything to the contrary,the parties further agree that the Design Dictionary and
Conunercial Design Guidelines developed in conjunction with the Apache Junction Main
Street Program and adopted by the City in Resolution No. 04-06 on August 17, 2004,
incorporated herein by reference, a full copy of which is on. file with the City Clerk's
Office, shall serve as the aesthetic and architectural basis for the Downtown Center Design
Standards submitted by the Developer (which includes, but is not limited to four-sided
architectural treatment).
3.3.Phase Development Plans or PDPs.The City shall have the right to review and
approve all PDPs submitted by the Developer, so long as any such PDP is consistent with
• the CCD zoning designation and the Conceptual Master Development Plan.Such review
shall be undertaken by the City in accordance with its regular administrative procedures.
Concurrent with such review and approval, the City and the Builder/User shall enter into a
subordinate development agreement with respect to such PDP in order to identify the
Improvements, Public Improvements and any retail transaction privilege tax incentives
which the City may determine are appropriate with respect to such PDP ("Subordinate
Development Agreement").
3.4.Reimbursement For Public Improvements.To the extent permitted by law, the City
shall reimburse the Developer for each phase of Public Improvements as contemplated by
this Agreement in accordance with Exhibit F and subject to the conditions stated therein.
No reimbursement under Exhibit F shall be made for Public Improvement Costs adjacent
to any Relocated Business in the Project Area.A "Relocated Business" means a business
in the City which: (i) relocates to and opens a retail store comprised of not less than five
thousand (5,000) square feet of leaseable or usable space for business to the public in the
Project Area during the Term or Economic Incentive Period; and (ii) has two (2) or fewer
business locations in the City outside the Project Area prior to such relocation.
3.5.Payment for Public Improvements, Plan Review and Transaction Privilege Tax
Rebates.In consideration of Developer's construction of each phase of the Project
including the phased Public Improvements and the additional benefits described in this
Agreement, the City shall: (a) to the extent permitted by law, pay to Developer certain
amounts not to exceed the actual and substantiated Public Improvement Costs agreed upon
for each phase; (b) use its best reasonable efforts to expedite development plan review in
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respect of the Project;and (c) ,as part of the approval process for a PDP,consider
transaction privilege tax rebates to the extent generated by development within the Project
Area as appropriate to any particular phase of the Project.
-3.6.Public Improvements.The Pub ic Improvements shall be designed,bid,
constructed and dedicated by Developer in accordance with State and City procurement
and bidding procedures provided the City acknowledges that the Public Improvements will
be designed, bid and constructed in phases or segments, as necessarily incident to each
phase of the Project.The City will use its best reasonable efforts to expedite its regulatory
processes. After the Public Improvements, or segment(s) thereof, have been completed, the
City shall accept dedication of such Public Improvements from the Developer provided the
Public Improvements meet all City standards for acceptance. Following acceptance of the
dedication of Public Improvements, the City will maintain the Public Improvements.
3.7.Financing Public Improvements.If requested by Developer and subject to the
requirements of applicable laws, the City agrees to use its best reasonable efforts to follow
the prescribed procedures under State statutes and City ordinances to consider formation of
a community facilities district ("CFD") to pay for the Public Improvements, as set forth in
Exhibit F attached hereto and incorporated herein by this reference.
3.8.Enhanced Municipal Services District.If requested by Developer and subject to
the requirements of applicable laws, the City agrees to use its best reasonable efforts to
follow the prescribed procedures under State statutes and City ordinances to consider
formation of an enhanced municipal services district ("EMSD") pursuant to A.R.S. § 48-
575, as amended, to provide public services within the Downtown Center at a higher level
or greater degree than provided in the remainder of the City, including such services as
public safety, fire protection, refuse collection, street or sidewalk cleaning or landscape
maintenance in public areas, planning, promotion, transportation and public parking.
3.9.Acquisition of Real Property for Public Improvements.The City may assist
Developer in acquiring property for needed Public Improvements at its sole and absolute
discretion;however,nothing in this agreement compels the City to use its
condemnation/eminent domain powers.The City will grant to Developer any rights,
licenses, easements and rights of entry necessary to permit Developer to construct the
Public 'Improvements in accordance with City ordinances, rules, policies and procedures
including, without limitation, payment of any applicable fees.The Parties acknowledge
that Developer will not be required to construct any improvements, irrespective of whether
such improvements are included in the Public Improvements, on any property not owned
by Developer or City and/or which is not acquired by the City as provided herein.
3.10.Abandonment.City agrees to abandon in favor of the Developer, at no cost, all
existing rights of way, easements, or licenses, necessary to implement the development of
the Project in accordance with the Conceptual Master Development Plan.Such
abandonment shall be carried out, as required on a phase by phase basis.
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ARTICLE IV. DEVELOPER'S OBLIGATIONS
4.1.Zoning of Property.Developer agrees that development of the Property shall be
according to the CCD zoning designation, General Plan, the Redevelopment Area Plan, the
Conceptual Master Development Plan, the Downtown Center Design Standards and the
Downtown Center Public Improvements Standards approved by the City,and further
acknowledges that no PDPs shall be submitted to or approved by the City until the
Downtown Center Design Standards and the Downtown Center Public Improvements
Standards are submitted to and approved by the City, as set forth in Section 3.2 and the
Performance Schedule.
4.2.Development of Property.Developer shall design, plan, develop, and construct the
Property or phases thereof,as applicable,in accordance with the Conceptual Master
Development Plan, the Downtown Center Design Standards, the Downtown Center Public
Improvements Standards, and the Construction Documents and in accordance with and
pursuant to the Performance Schedule,subject to all terms and conditions of this
Agreement pertaining thereto.Development of the Property shall be in phases in
accordance with PDP development plans prepared and submitted by Developer and
approved by the City as set forth in Section 3.3.
4.3.Public Improvements.Developer shall design, construct or cause to be designed,
constructed and dedicated to the City the Public Improvements subject to the terms and
conditions of this Agreement.Development of the Public Improvements shall be in phases
in accordance with PDPs prepared and submitted by Developer and approved by the City
as set forth in Section 3.3.
4.4.Downtown Center Public Improvements Standards.Prior to the submittal to the
City of the Phase 1 PDP, Developer shall submit for City approval the Downtown Center
Public Improvements Standards as set forth in Section 3.2.
4.5 Downtown Center Design Standards.Prior to the submittal to the City of the
Phase 1 PDP, Developer shall submit to the City for approval the Downtown Center
Design Standards, as set forth in Section 3.2.
4.6 Assurance of Financing.Prior to the Commencement of Construction of each
phase of Public Improvements, Developer shall submit to the City written evidence that the
Developer has the financial and developmental capacity and a commitment for financing of
the construction of the phased development and the phased Public Improvements.
4.7 Performance Assurance.Prior to the Commencement of Construction of any
phase of the Public Improvements, Developer shall obtain and deliver to the City, naming
the City as the beneficiary and otherwise conforming to City standards for other public
infrastructure, a contractor payment and performance bond, bonds or other financially
acceptable method of guarantee, for the construction of such Public Improvements, except
to the extent CFD bonds proceeds or other City monies have been received and are
available for disbursement as set forth in Exhibit F.Said bond, bonds or other financially
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acceptable method of guarantee shall be sufficient in scope and amount, in each instance,
to ensure the completion of the applicable Public Improvements.
4.8 Enhanced Maintenance of Public Improvements.The Parties agree that the CFD
and/or the EMSD may, in the discretion of their respective governing bodies, be used to
provide funding toward the maintenance of the Public Improvements in excess of the City
standard level of service.
4.9 Warranty of Public Improvements.All Public Improvements shall be the subject of
warranties in accordance with City standard warranty requirements for other public
improvements and infrastructure.
ARTICLE V. MASTER PLANNING
5.1.Conceptual Master Development Plan.The Conceptual Master Development Plan
herein identified as Exhibit B shall set forth the scope of development for the entire
Property depicting the types of basic land uses, permissible range of the intensity and
density of such uses, and a permissible range in the relative height, bulk and size of
buildings and structures on the Property.The Parties acknowledge and agree that the
Conceptual Master Development Plan is in conformance with the General Plan,the
Redevelopment Area Plan and the CCD zoning designation and shall be allowed to be
flexible in refinement of the PDPs.Notwithstanding anything to the contrary in this
Agreement, all major retail development (also known as "big box") with 50,000 square
feet or more of leaseable or useable space shall only be located east of Idaho Road as
shown on the Conceptual Master Plan.Any such development shall include the primary
parking area to be located on the east side of the building, with an access driveway from
Idaho Road.Building placement in relation to Idaho Road shall be consistent with the
building placement for Main Street, the secondary street, and Apache Trail as set forth in
Exhibit G-2, Conceptual Design Guidelines — "Public Improvements".The objective is to
preserve the integrity of the streetwall consistent with the intent to create a pedestrian-
oriented environment.
5.2.PDPs.The Property shall be developed in general conformance with the
Conceptual Master Development Plan.The Parties acknowledge that the Developer shall
prepare and submit amendments to this Agreement and the PDPs from time -to -time to
reflect changes in market conditions and development financing and/or to meet the new
requirements of one or more of the Builder/Users.Amended PDPs shall comply with the
General Plan, the CCD zoning designation and the Conceptual Master Development Plan
and shall set forth the basic land uses, phasing of Public Improvements and private
improvements, densities and intensities for development of the Property (or portion of the
Property).
5.3.Approval Process.If and when the Parties find that amendments to the PDPs are
necessary or appropriate,they shall,unless otherwise required by applicable laws,
effectuate minor changes or adjustments through administrative amendments approved by
the City Manager or his or her designee which, after execution, may be recorded in the
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Office of the Recorder, Pinal County, Arizona, and thereafter attached to the PDP, as
applicable, as an addendum and become part thereof.Unless otherwise required by law,
no such minor amendment shall require notice or hearing.All major changes or
amendments shall be subject to review and,approval by the City Council.Changes which
constitute major amendments and require City Council approval shall be the following: (a)
A ten per cent or more increase or decrease in the number of square feet or units that may
be developed; (b) A ten per cent or more increase or reduction in the allowable height of
buildings; (c) An increase or reduction in the allowable number of stories of buildings; (d)
A ten per cent or more increase or decrease in setback or open space requirements; and (e)
An increase or reduction in permitted uses.The Parties shall cooperate in good faith to
agree upon, and use reasonable best efforts to process, any minor or major amendments to
the PDPs.
ARTICLE VI.DEVELOPER'S DEVELOPMENT SCHEDULE, PROCESS AND
COMPLETION
6.1.Schedule of Performance.The City and Developer intend that the master planning
and development of the Property be achieved pursuant to, or in accordance with the
milestones set forth on, the Schedule of Performance attached as Exhibit C (the "Schedule
of Performance").Developer and the City shall each use commercially reasonable efforts
to ensure that the master planning and development occurs in accordance with the
Schedule of Performance.
6.2.Appointment of Representative.In order to help expedite decisions by the City
relating to the Property,the City agrees to designate a representative ("City
Representative") of the City to act as a liaison between the City and the Developer and
between the various departments of the City and the Developer, it being the intention to
provide the Developer with one individual as the City principal representative with respect
to the Project.The Developer shall also designate a representative ("Developer
Representative")who shall serve as a liaison between the Project and the City.
Representatives may be changed at any time by the parties by giving notice as provided in
Section 13.1.
6.3.Development Parcel Agreements.The City and Developer acknowledge that the
development of the Project will be accomplished by Developer through a series of sales,
leases,joint ventures and/or other agreements between Developer and experienced
developers or end users as Builders/Users.It is contemplated by the parties that such
Builder/Users may negotiate and enter into additional separate and subordinate
development parcel agreements ("Development Parcel Agreements") with the City with
respect to parcel specific uses, plan approvals, construction and transaction privilege tax
rebates,development fee waivers,construction schedules and other similar matters
pursuant to A.R.S. § 9-500.05. Additional incentives may also be considered by the City
Council.The Parties hereby agree that any and all Development Parcel Agreements
entered into with any such Builder/User are subject to the City Council approval and shall
be subordinate in all respects to the terms and conditions of this Agreement and, in the
event of any conflict or discrepancy between the provisions of any such Development
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acceptable method of guarantee shall be sufficient in scope and amount, in each instance,
to ensure the completion of the applicable Public Improvements.
4.8 Enhanced Maintenance of Public Improvements.The Parties agree that the CFD
and/or the EMSD may, in the discretion of their respective governing bodies, be used to
provide funding toward the maintenance of the Public Improvements in excess of the City
standard level of service.
4.9 Warranty of Public Improvements.All Public Improvements shall be the subject of
warranties in accordance with City standard warranty requirements for other public
improvements and infrastructure.
ARTICLE V. MASTER PLANNING
5.1.Conceptual Master Development Plan.The Conceptual Master Development Plan
herein identified as Exhibit B shall set forth the scope of development for the entire
Property depicting the types of basic land uses, permissible range of the intensity and
density of such uses, and a permissible range in the relative height, bulk and size of
buildings and structures on the Property.The Parties acknowledge and agree that the
Conceptual Master Development Plan is in conformance with the General Plan,the
Redevelopment Area Plan and the CCD zoning designation and shall be allowed to be
flexible in refinement of the PDPs.Except as approved by City Council and
notwithstanding anything to the contrary in this Agreement, all major retail development
(also known as "big box") with 50,000 square feet or more of leaseable or useable space
shall only be located east of Idaho Road as shown on the Conceptual Master Plan.Any
such development shall include the primary parking area to be located on the east side of
the building, with an access driveway from Idaho Road.Building placement in relation to
Idaho Road shall be consistent with the building placement for Main Street, the secondary
street, and Apache Trail as set forth in Exhibit G-2, Conceptual Design Guidelines —
"Public Improvements".The objective is to preserve the integrity of the streetwall
consistent with the intent to create a pedestrian -oriented environment.
5.2.PDPs.The Property shall be developed in general conformance with the
Conceptual Master Development Plan.The Parties acknowledge that the Developer shall
prepare and submit amendments to this Agreement and the PDPs from time -to -time to
reflect changes in market conditions and development financing and/or to meet the new
requirements of one or more of the Builder/Users.Amended PDPs shall comply with the
General Plan, the CCD zoning designation and the Conceptual Master Development Plan
and shall set forth the basic land uses, phasing of Public Improvements and private
improvements, densities and intensities for development of the Property (or portion of the
Property).
5.3.Approval Process.If and when the Parties find that amendments to the PDPs are
necessary or appropriate,they shall,unless otherwise required by applicable laws,
effectuate minor changes or adjustments through administrative amendments approved by
the City Manager or his or her designee which, after execution, may be recorded in the
10
7.4.Local, State and Federal Laws.Developer shall construct the Project in conformity
with all applicable laws, statutes, regulations, ordinances, and orders of any governmental
entity having jurisdiction over the Project,including without limitation all applicable
federal, state and local laws and labor requirements.
7.5.Certificate of Completion.
(a)Application and Issuance.After Developer completes construction of the
Project, or any phase thereof, Developer may apply in writing to the City for a Certificate
of Completion.The City shall, if it determines that all construction has been completed in
conformance with the plans and specifications previously approved by the City and
otherwise in conformance with applicable City ordinances, codes and standards, issue a
Certificate of Completion to Developer within thirty (30) days after the City receives
Developer's request for such determination.The Certificate of Completion shall be, and
shall state that it constitutes, a conclusive determination of the satisfactory completion of
the Project, or phase, by Developer.
(b)Effect of Certificate of Completion.The Certificate of Completion shall
constitute evidence of compliance with,and satisfaction of Developer's construction
obligations including to any holder of a deed of trust or mortgagee or to any insurer of a
deed of trust or mortgage securing money loaned to finance the Project improvements or
any part thereof, including any such outstanding obligations of Developer to the City
pursuant to this Agreement.A Certificate of Completion is not a "Notice of Completion"
referred to in the State of Arizona's Mechanics and Materialman's Liens Law, nor shall it
constitute a "Certificate of Occupancy" for the Project as required by law to be issued by
the City.
ARTICLE VIII.CITY PARTICIPATION IN PUBLIC IMPROVEMENTS
FINANCING
8.1.Financing Options.The City agrees to participate in financing all or a portion of
the costs of the Public Improvements necessary to serve the Project through:(i) the
formation of a CFD; and (ii) City payment or rebate of the Public Improvement Costs, as
referenced in Exhibit F, on a phase by phase basis. Further, in the event other properties in
the City are benefited by the Public Improvements designed, constructed and installed by
Developer, the City, to the extent permitted by law, will use its best reasonable efforts to
cause the benefited parties to pay their equitable proportionate share of the cost of the
Public Improvements.Such payback mechanisms may include,without limitation,
line extension agreements, payback agreements, development stipulations or inclusion of
the benefited property in any special district financing the Public Improvements.
8.2.Tax Increment Challenge.In the case of any administrative or judicial challenge to
the Tax Increment, the parties shall share all defense costs equally.
13
ARTICLE IX. INDEMNIFIeATION, INSURANCE AND RISK
9.1.,Developer Indemnification.Des4,.loper shall defend, indemnify and hold the City,
its officers, employees, and agents, individually and bollectively, harmless for, from and
against all losses, expenses (including attorney fees), damages, claims, charges, fines,
suits, actions, demands, or other liabilities of any kind ("Liability"), including without
limitation Liability for bodily injury, illness, death, or for property damage, which shall
occur on or adjacent to,or resulting from or arising out of the performance of the
obligations of Developer under this Agreement,and/or the use or occupancy of the
Property (including without limitation the construction and maintenance of the Public
Improvements until such time as the Public Improvements are accepted by the City), to the
extent directly or indirectly caused by any acts or omissions of the Developer,its
employees, agents,or any person under the Developer's direction and control, unless
caused by the willful or negligent acts of the City, its employees, agents, or any person
under the City's direction and control.The foregoing indemnity obligations of Developer
shall survive the expiration or termination of this Agreement for a period equal to the
applicable statute of limitations period.
9.2.City Indemnification.The City shall defend, indemnify and hold the Developer, its
officers, employees, and agents, individually and collectively, harmless for, from and
against all Liability, including without limitation Liability for bodily injury, illness, death,
or for property damage, which shall occur on or adjacent to the Property (including without
limitation the Public Improvements) to the extent directly or indirectly caused by any acts
or omissions of the City, its employees, agents, or any person under the City's direction
and control, unless caused by the willful or negligent acts of the Developer, its employees,
agents,or any person under the Developer's direction and control.The foregoing
indemnity obligations of the City shall survive the expiration or termination of this
Agreement for a period equal to the applicable statute of limitations period.
9.3.Insurance.From the Commencement of Construction until Completion of
Construction,Developer shall,at Developer's sole cost and expense,maintain
comprehensive general liability insurance against claims for personal injury, death or
property damage occurring in, upon or about the Property or Public Improvements.The
limitation of liability of such shall not be less than $2,000,000.00 general aggregate and
$1,000,000.00 per occurrence.All insurance coverage as provided herein shall name the
City, its officers, employees and agents as additional insureds.
9.4.Risk of Loss.Subject to Section 9.2, Developer assumes the risk of any and all
loss, damage or claims to any portion of the Public Improvements unless and until the
Public Improvements are accepted by the City in accordance with City standards for
acceptance of other public infrastructure.
ARTICLE X.ASSIGNMENT
10.1.Assignment.The City agrees that Developer shall have the right to assign from
time to time all or portions of the Developer's right to receive, payment for the Public
14
Improvements hereunder ("Incentives") (or Developer's rights to receive all or portions of
the Incentives) to its assignees, transferees and successors, including but not limited to
purchasers of Parcels; provided, however, that each such assignee, transferee or successor
shall have assumed Developer's obligations under this Agreement with respect to the
Parcel(s) to which the assigned Incentives are attributable.Such assignments shall be
based on allocations of area and such other criteria as Developer may impose and require
in Developer's sole and absolute discretion.Developer shall provide the City with copies
of all such assignments, and the City thereupon shall make payments and credits to such
assignees in accordance with the terms of the assignments, and such assignees shall have
the right to enforce their respective rights to receive such payments and credits to the same
extent as Developer.Nothing contained in this Section shall be deemed to relieve
Developer or any Builder/User from making all required applications to or with the City,
or from obtaining all required permits and approvals, in connection with any proposed
construction on or development of a Parcel, subject to the terms and conditions of this
Agreement.
10.2 Notice of Assignment or Transfer.Developer shall provide a notice of
assignment or transfer to the City with respect to all assignments or transfers at least thirty
(30) days.
ARTICLE XI.DEFAULT, REMEDIES
11.1.Default.A Party hereunder shall be deemed to be in default under this Agreement
("Event of Default") if such Party breaches any obligation required to be performed by
such Party hereunder within any time period required for such performance, including,
without limitation, any failure to comply with the Performance Schedule, and such breach
or default continues for a period of thirty (30) days after written notice thereof from the
non -defaulting Party; or, if the breach cannot reasonably be cured within thirty (30) days
(or ten (10) days in the event of a monetary default or ninety (90) days if the Default
relates to the date for Completion of Construction), then the Party shall be in default if it
fails to commence the cure of such breach within the applicable cure period and diligently
pursues the same to completion; provided, however, that applicable cure period may be
extended for reasons of force majeure or excusable delay as referenced in Section 11.2, or
if a condition to such performance is not timely satisfied, or if the inability to complete
performance is directly caused by the failure of the non -defaulting Party to perform its
obligations as and when required pursuant to the terms hereof.Notwithstanding the
foregoing, if an arbitrator or court of law with jurisdiction over this Agreement and the
Property determines that the City's performance of any obligation of the City pursuant to
this Agreement would be unlawful, the City's failure to perform any such obligation shall
not be deemed to be an Event of Default.Failure or delay of the non -defaulting Party to
provide a notice of default shall not constitute a waiver of any default, or of any rights or
remedies of the non -defaulting Party to institute and maintain any action or proceeding
which may be necessary to protect, assert or enforce its rights or remedies hereunder.
11.2.Excusable Delays.Performance by either Party hereunder shall not be deemed to be
in default where delays or defaults are due to: a condition not being timely satisfied; the
15
other Party's failure to timely consider, approve or disapprove any matter to be considered,
approved or disapproved by said Party; war; insurrection; strikes, lock -outs; riots; floods;
earthquakes;fires;casualties;acts of God;acts of the public enemy or terrorists;
epidemics;quarantine restrictions;freight embargoes or similar and like events.An
extension of time for any such cause shall only be for the period during which the
condition remains unsatisfied,or the period of delay in considering,approving or
disapproving a matter, or the period of the enforced delay, which period shall commence to
run from the time notice is sent to the other Party informing them of the same under this
paragraph.
11.3.Dispute Resolution and Remedies.The Parties shall be limited to the remedies and
dispute resolution process set forth in Exhibit E and in this Section.Any dispute,
controversy, claim, or cause of action arising out of or relating to this Agreement shall be
governed by Arizona law.The Parties agree that any award rendered by the arbitrator (as
defined in Exhibit E) pursuant to the provisions of Exhibit E shall be binding on both
Parties, and if either party does not abide by the award rendered by the arbitrator, the
provisions of Exhibit E shall apply.
ARTICLE XII.CONFLICT OF INTEREST, REPRESENTATIVES NOT
INDIVIDUALLY LIABLE
12.1.Conflict of Interest.This Agreement is subject to, and may be terminated by the
City in accordance with, the provisions of A.R.S. § 38-511.
12.2.No Personal Liability.No councilmember, officer, official, appointee, or employee
of the City shall be personally liable to Developer, or any successor or assign, in the event
of any default or breach by thc City: (a) for any amount which may become due to
Developer or its successor or assign; or (b) pursuant to any obligation of the City under the
terms of this Agreement.Without limitation of the foregoing, the Parties acknowledge and
agree that each of the Parties has been represented by legal counsel and that this
Agreement has been entered into by the Parties in good faith reliance on the advice of the
Parties' respective legal counsel.
ARTICLE XIII. NOTICES, DEMANDS AND COMMUNICATIONS BETWEEN
THE PARTIES
13.1.Notices and Requests.Any notice or other communication required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly
given if: (i) delivered to the Party at the addresses set forth below; (ii) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below; (iii)
given to a recognized and reputable overnight delivery service, to the address set forth
below: or (iv) delivered by facsimile transmission to the number set forth below:
If to City:City of Apache Junction
Attn:City Manager
300 E. Superstition Blvd.
16
Apache Junction, Arizona 85219
Facsimile: (480) 474-5110
With a copy to:City Attorney
300 E. Superstition Blvd.
Apache Junction, Arizona 85219
Facsimile: (480) 982-5883
If to Developer:Mike Rakow
Real Estate Investments
205 E. Osborn
Phoenix, AZ 85012
Facsimile: (602) 294.9292
With a copy to:Gammage & Burnham PLC
Attention: Tim Martens
Two North Central, Suite 1800
Phoenix, Arizona 85004-4453
Facsimile: (602) 256-4475
With a copy to:Greenberg Traurig, LLP
Attention: Rebecca L. Burnham
2375 East Camelback Road
Suite 700
Phoenix, Arizona 85016
Facsimile: (602) 445-8664
or at such other address, and to the attention of such other person or officer, as any party
may designate in writing by notice duly given pursuant to this Section.Notices shall be
deemed received: (i) when delivered to the Party; (ii) three business days after being placed
in the U.S. Mail, properly addressed, with sufficient postage; (iii) the following business
day after being given to a recognized overnight delivery service, with the person giving the
notice paying all required charges and instructing the delivery service to deliver on the
following business day; or (iv) when received by facsimile transmission during the normal
business hours of the recipient.If a copy of a notice is also given to a party's counsel or
other recipient, the provisions above governing the date on which a notice is deemed to
have been received by a Party shall mean and refer to the date on which the party, and not
its counsel or other recipient to which a copy of the notice may be sent, is deemed to have
received the notice.
ARTICLE XIV.GENERAL
14.1.Applicable Law,Venue.The laws of the State of Arizona shall govern the
interpretation and enforcement of this Agreement.The Parties hereby agree that any
lawsuit brought by one of the Parties hereto against the other under this Agreement shall be
17
brought in the state courts located in Pinal County, Arizona.The Parties agree to not seek
change of venue to a different court.
14.2.Rights and Remedies are Cumulative.Except as otherwise specifically stated in
this Agreement, the rights and remedies of the Parties are cumulative, and the exercise by
either party of one or more of such rights or remedies shall not preclude the exercise by it,
at the same time or different times, of any other rights or remedies, whether in law or in
equity, for the same default or any other default.
14.3.Authority.Developer hereby represents that it is fully authorized and permitted to
enter into this Agreement, to execute any and all documentation required herein, and to
perform its obligations under this Agreement, none of which conflicts with any provision
of any law, rule or regulation applicable to Developer.The execution,delivery and
performance of this Agreement have been duly authorized by all requisite action on the
part of Developer, and simultaneously with the execution and delivery of this Agreement
by Developer to the City, the Developer shall deliver true and. accurate copies of such
resolutions and consents evidencing the authority of Developer to enter into this
Agreement and to perform its obligations hereunder.
14.4.Integration, Amendments to Agreement.This Agreement integrates all of the terms
and conditions mentioned herein or incidental hereto, and supersedes all negotiations or
previous agreements between the Parties with respect to all or any part of the subject
matter hereof, and the Parties hereby represent that there are no representations, promises,
warranties, understandings or agreements expressed or implied, oral or otherwise, with
respect to the matters expressed in this Agreement, except as expressly referred to or set
forth herein.Notwithstanding the foregoing, the City will reasonably cooperate with the
Developer to modify this Agreement if required to do so by a Lender to Developer as a
condition to providing a loan in respect of the Property, provided the City shall not be
required to agree to any modifications that materially and adversely affects the
City's rights under or its interest in this Agreement.
14.5.Waivers.All waivers of any provisions of this Agreement must bein writing and
signed by City and Developer, and all amendments hereto must be in writing and signed by
City and Developer.The waiver of either party hereto of any right granted hereunder shall
not be deemed to be a waiver of any other right granted herein nor shall the same be
deemed to be a waiver of a subsequent right obtained by reason of the continuation of any
matter previously waived.
14.6.No Third -Party Beneficiaries.Unless otherwise specifically provided herein, no
term or provision of this Agreement or the exhibits hereto is intended to, or shall be for the
benefit of any person, firm, corporation, or other entity not a party hereto (including,
without limitation, any broker), and no such other person, firm, corporation or entity shall
have any right or cause of action hereunder.
14.7.Attorney Fees.In case of any action or proceeding to compel compliance with, or
for a breach of any terms or conditions of this Agreement, the prevailing party shall be
18
entitled to recover from the non -prevailing party all costs of such action or proceeding,
including without limitation reasonable attorneys' fees, costs and disbursements.
14.8.Time Calculations, Business Days.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 performance, as applicable, shall be extended so that it shall end on the next
succeeding day which is not a Saturday, Sunday or legal holiday.
14.9.Time of Essence.Time is hereby declared to be of the essence for the performance
of all conditions and obligations under this Agreement.
14.10.Counterparts.This Agreement may be executed in counterparts and each and every
counterpart, when taken together with all other counterparts, shall constitute one and the
same original document.The Parties authorize each other, if they so desire, to remove the
signature pages from any original or counterpart copy and to attach all such signature
pages to a single instrument so that the signatures of all Parties will be physically attached
to the same document.
14.11.Recordation of Agreement.This Agreement shall be recorded in the Official
Records of Pinal County, Arizona, by the City within ten (10) days after its approval and
execution by the City, at the sole cost and expense of Developer.
14.12.Survivability.All indemnification requirements contained in Article IX of this
Agreement shall survive the execution and delivery of this Agreement, the closing of any
transaction contemplated herein, and the rescission, cancellation, expiration or termination
of this Agreement upon the terms and for the period set forth in each respective Section.
14.13.Rights of Lenders.The City is aware that Developer may obtain financing or
refinancing for acquisition, development and/or construction of the real property and/or
improvements to be constructed on the Property, in whole or in part, from time to time, by
one or more third parties (individually a "Lender", and collectively the "Lenders").If
there is a Developer Event of Default, the City shall provide notice of such Event of
Default, at the same time notice is provided to Developer, to not more than two (2) of such
Lenders provided the same have been previously designated by Developer to receive such
notice (the "Designated Lenders"), including the names and addresses of such Lender(s),
by written notice to the City in accordance with Section 13.1, and the City shall not
exercise any remedies hereunder unless such Event of Default is not cured within the
period that is thirty (30) days in addition to the otherwise applicable cure period.The City
shall, at any time upon reasonable request by Developer, provide to any Lender an estoppel
certificate or other document evidencing that this Agreement is in full force and effect and
that no Event of Default by Developer exists hereunder (or, if appropriate, specifying the
nature and duration of any existing Event of Default).Upon request by a Lender, the City
will enter into a separate attornment or non -disturbance agreement with such Lender,
consistent with the provisions of this Agreement, whereby the City shall agree to accept
performance on behalf of, or in lieu or as a successor to, the Developer.
19
14.14.Additional Property.The City acknowledges that Developer may acquire
additional interests in real property located within the Redevelopment Area from time to
time, including the real property described on Exhibit A-2, whereupon such real property
shall be subjected to this Agreement and included in the Property pursuant to an addendum
to this Agreement, which addendum shall be executed and acknowledged by the City and
Developer,and recorded in the Official Records of Pinal County,Arizona promptly
following the City's receipt of notice of any such acquisition.
14.15.Proposition 207 Claim Waiver.Developer hereby waives any and all potential
diminution in value and just compensation claims or lawsuits that could be pursued against
the City, its elected officials, appointees and employees pursuant to Proposition 207 as a
result of any action of the City as contemplated by this Agreement.
[SIGNATURES APPEAR ON NEXT PAGE]
20
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first
set forth above.
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
DEVELOPER
AJ TOWN CENTRE LLC,an Arizona
limited liability company
By:
Name:
Title:
CITY
CITY OF APACHE JUNCTION,
ARIZONA,an Arizona municipal
corporation
By:
Name:
Title:
21
STATE OF ARIZONA )
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day
of ,2007,by ,of the
City of Apache Junction, Arizona, an Arizona municipal corporation, on behalf of the City.
Notary Public
My commission expires:
STATE OF ARIZONA )
) ss.
COUNTY OF
The foregoing instrument was acknowledged before me this day
of , 2007, by ,the of AJ
Town Centre LLC, an Arizona limited liability company, on behalf of such company.
My commission expires:
Notary Public
22
EXHIBIT A-1
LEGAL DESCRIPTION OF PROPERTY
23
"EXHIBIT A-1"
AJ TOWN CENTRE LLC OWNERSHIP MAP
LEGEND
..........,...,.„:.4.,..ii:.....„„,„,„„,
Boundary of City Center District
i -I-1 •
Corner boundary points of City Center District
NOTE: Map not to scale
24
Superstition Blvd
Wi
n
c
h
e
s
t
e
r
R
d
Key to legal descriptions
' Key #Parcel No:
,
1 101-11-002H4 ,
2 101-11-02207
3 101-23-033
4 101-23-034
5 101-23-035
6 101-23-036
7 101-23-037
8 101-23-038
9 101-23-039
10 101-23-040
11 101-23-041
12 101-23-042
13 101-23-044
14 101-23-045A
15 101-19-014A8
16 101-19-01301
17 101-19-015A
18 101-19-025A
19 101-11-006
20 101-11-025
21 101-11-017
22 101-11-024
25
23 101-23-004A
24 101-21-00101
101-21-00507
101-21-01000
101-21-01406
101-21-01802
101-21-02206
101-21-02602
101-21-03204
101-21-03600
101-21-04004
101-21-04400
101-21-04806
101-21-057A2
101,21-00200
101-21-00606
101-21-01100
101-21-01505
101-21-01901
101-21-02305
101-21-02701
101-21-03303
101-21-03709
101-21-04103
101-21-04509
101-21-04905
101-21-05760
101-21-00309
101-21-00705
101-21-01200
101-21-01604
101-21-02008
101-21-02404
101-21-02800
101-21-03402
101-21-03808
101-21-04202
101-21-04608
101-21-05506
101-21-00408
101-21-00804
101-21-01307
101-21-01703
101-21-02107
101-21-02503
101-21-03105
101-21-03501
101-21-03907
101-21-04301
101-21-04707
101-21-05605
25 101-21-06108
26 101-21-062B3
27 101-21-062A5
28 101-21-06405
29 101-21-06867
26
"Exhibit A-1"
Legal Description
APN:101-11-002H4 Key #1
PARCEL NO.!:
That portion of the Northeast quarter of the Northeast quarter of Section 20, Township 1
North, Range 8 East of the Gila and Salt River Base and Meridian, Pinal County, Arizona,
described as follows:
Beginning at the Northeast quarter of said Section 20;
thence North 89 degrees 47 minutes 00 seconds West, along the North line of said Section
20, a distance of 325.50 feet;
thence South 00 degrees 05 minutes 15 seconds West, parallel to the East line of said
Section 20. a distance of 50.00 feet to the TRUE POINT OF BEGINNING;
thence South 00 degrees 05 minutes 15 seconds West a distance of 728.07 feet;
thence North 89 degrees 55 minutes 45 seconds West a distance of 975.09 feet to a point
on the East right of way line of Plaza Drive;
thence North 00 degrees 04 minutes 15 seconds East along the East right of way line of
Plaza Drive a distance of 180.53 feet;
thence North 11 degrees 51 minutes 38 seconds East along the East right of way line of
Plaza Drive a distance of 100.00 feet;
thence North 00 degrees 04 minutes 15 seconds East along said right of way a distance of
427.08 feet to a point of curvature on a 25.36 foot radius curve whose tangent is 25.00 feet;
thence on a curve whose Delta is 89 degrees 58 minutes 45 seconds, a curve distance of
39.893 feet to a point on the Superstition Drive 50 foot right of way line;
thence South 89 degrees 47 minutes 00 seconds East parallel to the North line of said
Section 20. a distance of 929.88 feet to the TRUE POINT OF BEGINNING;
EXCEPT any portion lying within the following described parcel:
Commencing at the Northeast corner of said Northeast quarter;
thence North 89 degrees 47 minutes 00 seconds West along the North line of said
Northeast quarter a distance of 325.50 feet;
27
thence South 00 degrees 03 minutes 54 seconds West and Parallel with the East line of said
Northeast quarter a distance of 50.00 feet to a point on the South line of the North 50.00
feet of said Northeast quarter to the TRUE POINT OF BEGINNING;
thence South 00 degrees 03 minutes 54 'seconds west along said parallel line a distance of
728.07 feet;
thence North 89 degrees 55 minutes 45 seconds West a distance of 974.93 feet to a point
on the East right of way line of Plaza Drive;
thence North 00 degrees 04 minutes 15 seconds East along said East right of way line a
distance of 50.00 feet;
thence South 89 degrees 55 minutes 45 seconds East a distance of 624.92 feet;
thence North 00 degrees 03 minutes 54 seconds East a distance of 678.96 feet to a point on
the South line of the North 50.00 feet of said Northeast quarter;
thence South 89 degrees 47 minutes 00 seconds East along said South line a distance of
350.00 feet to the TRUE POINT OF BEGINNING; and
EXCEPT the following described parcel:
Commencing at the Northeast corner of said Northeast quarter;
thence North 89 degrees 47 minutes 00 seconds West along the North line of said
Northeast quarter a distance of 675.21 feet;
thence South 00 degrees 05 minutes 15 seconds West parallel to the East line of said
Northeast quarter a distance of 50.00 feet to the point of beginning;
thence continuing South 00 degrees 05 minutes 15 seconds West along said parallel line a
distance of 678.96 feet;
thence North 89 degrees 55 minutes 45 seconds West a distance of 624.80 feet to the East
right of way line of Plaza Drive having a half width of 40.00 feet;
thence along said right of way line the following 2 courses and distances:
thence North 00 degrees 04 minutes 15 seconds East along said East right of way line a
distance of 126.48 feet;
thence North 11 degrees 41 minutes 42 seconds East along said East right of way line a
distance of 34.22 feet;
thence South 89 degrees 55 minutes 45 seconds East a distance of 457.96 feet;
thence North 00 degrees 05 minutes 15 seconds East a distance of 519.37 feet to a point on
a line 50.00 feet South of and parallel with the monument line of Superstition Boulevard;
28
thence South 89 degrees 47 minutes 60 seconds East along said parallel line a distance of
160.00 feet to the point of beginning.
EXCEPT any portion lying within the following described parcel:
That portion of the Northeast quarter of Section 20, Township 1 North, Range 8 East of the
Gila and Salt River Base and Meridian, Pinal County, Arizona, described as follows:
Commencing at the Northeast quarter of said Section 20, a cotton picker spindle, from
which the North quarter corner, (which is a 1/2" rebar 1 inch below the pavement), bears
North 89 degrees 53 minutes 24 seconds West 2640.53 feet and is the basis of bearing;
thence North 89 degrees 53 minutes 24 seconds West, along the North line of said Section
20, a distance of 675.50 feet;
thence South 00 degrees 01 minutes 59 seconds East parallel with the East line of the
Northeast quarter of said Section 20,a distance of 50.00 feet to the POINT OF
BEGINNING;
thence continuing South 00 degrees 01 minutes 59 seconds East parallel with the East line
of the Northeast quarter of said Section 20, a distance of 313.25 feet;
thence North 89 degrees 53 minutes 24 seconds West parallel with the North line of the
Northeast quarter of said Section 20, a distance of 313.25 feet;
thence North 00 degrees 01 minutes 59 seconds West parallel with the East line of the
Northeast quarter of said Section 20 a distance of 313.25 feet;
thence South 89 degrees 53 minutes 24 seconds East parallel with the North line of the
Northeast quarter of said Section 20, a distance of 313.25 feet to the Point of Beginning.
PARCEL NO. 2:
That portion of the Northeast quarter of the Northeast quarter of Section 20, Township 1
North, Range 8 East of the Gila and Salt River Base and Meridian, Pinal County, Arizona,
described as follows:
Commencing at the Northeast corner of said Northeast quarter;
thence North 89 degrees 47 minutes 00 seconds West along the North line of said
Northeast quarter a distance of 675.21 feet;
thence South 00 degrees 05 minutes 15 seconds West parallel to the East line of said
Northeast quarter a distance of 50.00 feet to the point of beginning;
thence continuing South 00 degrees 05 minutes 15 seconds West along said parallel line a
distance of 678.96 feet;
thence North 89 degrees 55 minutes 45 seconds West a distance of 624.80 feet to the East
right of way line of Plaza Drive having a half width of 40.00 feet;
29
thence along said right of way line the following 2 courses and distances:
thence North 00 degrees 04 minutes 15 seconds East along said East right of way line a
distance of 126.48 feet;
thence North 11 degrees 41 minutes 42 seconds East along said East right of way line a
distance of 34.22 feet;
thence South 89 degrees 55 minutes 45 seconds East a distance of 457.96 feet;
thence North 00 degrees 05 minutes 15 seconds East a distance of 519.37 feet to a point on
a line 50.00 feet South of and parallel with the monument line of Superstition Boulevard;
thence South 89 degrees 47 minutes 00 seconds East along said parallel line a distance of
160.00 feet to the point of beginning.
EXCEPT any portion lying within the following described parcel:
That portion of the Northeast quarter of Section 20, Township 1 North, Range 8 East of the
Gila and Salt River Base and Meridian, Pinal County, Arizona, described as follows:
Commencing at the Northeast quarter of said Section 20, a cotton picker spindle, from
which the North quarter corner, (which is a 1/2" rebar 1 inch below the pavement), bears
North 89 degrees 53 minutes 24 seconds West 2640.53 feet and is the basis of bearing;
thence North 89 degrees 53 minutes 24 seconds West, along the North line of said Section
20, a distance of 675.50 feet;
thence South 00 degrees 01 minutes 59 seconds East parallel with the East line of the
Northeast quarter of said Section 20,a distance of 50.00 feet to the POINT OF
BEGINNING;
thence continuing South 00 degrees 01 minutes 59 seconds East parallel with the East line
of the Northeast quarter of said Section 20, a distance of 313.25 feet;
thence North 89 degrees 53 minutes 24 seconds West parallel with the North line of the
Northeast quarter of said Section 20, a distance of 313.25 feet;
thence North 00 degrees 01 minutes 59 seconds West parallel with the East line of the
Northeast quarter of said Section 20 a distance of 313.25 feet;
thence South 89 degrees 53 minutes 24 seconds East parallel with the North line of the
Northeast quarter of said Section 20, a distance of 313.25 feet to the Point of Beginning.
30
"Exhibit A-1"
Legal Description
APN:101-11-02207 Key #2
That portion of the Northeast quarter of Section 20, Township 1 North, Range 8 East, of
the Gila and Salt River Base and Meridian, Pinal County, Arizona, described as follows:
COMMENCING for a tie at the Northeast corner of said Section 20, which is also the
POINT OF BEGINNING;
THENCE North 89 degrees, 51 minutes, 45 seconds West, a distance of 325.50 feet along
the North line of said Section 20;
THENCE Southerly, a distance of 1545.71 feet along a line parallel to the East line of said
Section 20 to a point on the North right-of-way of State Highway 88 (Apache Trail);
THENCE Northeasterly along said North right-of-way line to a point which is the
intersection of said right-of-way line with the East line of said.Section 20;
THENCE North,a distance of 1138.48feet along said East line to the POINT OF
BEGINNING;
EXCEPT the North 735.00 feet thereof: AND
EXCEPT that portion of the East half of the East half of the Northeast quarter of said
Section 20, described as follows:
COMMENCING at the Northeast corner of said Section 20;
THENCE due South, a distance of 998.46 feet along the East line of Section 20, also being
the centerline of Idaho Road to the TRUE POINT OF BEGINNING of this description;
THENCE North 89 degrees, 51 minutes, 45 seconds West, a distance of 178.00 feet;
THENCE due South, a distance of 254.70 feet;
THENCE South 51 degrees, 18 minutes, 44 seconds East, a distance of 67.51 feet to a
point on the North right-of-way line of State Highway 88 (Apache Trail} ;
THENCE North 38 degrees, 41 minutes, 16 seconds East, a distance of 200.46 feet along
said North right-of-way line;
THENCE due North, a distance of 140.00 feet along said East section line and centerline
of Idaho Road to the TRUE POINT OF BEGINNING; AND
31
EXCEPT that portion which 1ie within the East 50.00 feet Of Section 20; AND
EXCEPT that portion which lies within a strip of land 50.00 feet in width in the
Northwesterly side of and parallel and concentric with the line described below under "line
description";
Line Description:
COMMENCING at the Northeast corner of said Section 20;
THENCE along the East line of said Section 20, South 0 degrees, 14 minutes, 30 seconds
East, a distance of 1184.65 feet;
THENCE North 37 degrees, 45 minutes, 00 seconds East, a distance of 77.34 feet;
THENCE North 49 degrees, 19 minutes, 00 seconds East, a distance of 288.18 feet to the
point of beginning on the existing centerline of State Highway 88 (Apache Trail);
THENCE along said centerline from a local tangent bearing of South 49 degrees,19
minutes, 00 seconds West along a curve to the left having a radius of 2864.79 feet, a
distance of 578.33 feet;
THENCE continuing along said centerline South 37 degrees, 45 minutes, 00 seconds West,
a distance of 350.00 feet to the POINT OF ENDING.
Legal Description
APN:101-23-033 Key #3
APN:101-23-034 Key #4
APN:101-23-035 Key #5
APN:101-23-036 Key #6
APN:101-23-037 Key #7
APN: 101-23-038
APN:101-23-039
APN: 101-23-040
APN: 101-23-041
APN: 101-23-042
Key #8
Key #9
Key #10
Key #11
Key #12
Lots 1 through 9 and Tract A, Trailway Apartments, according to the plat of record in the
office of the County Recorder of Pinal County, Arizona, recorded in Book 12 of Maps,
Page 34.
32
Legal Description
APN:101-11-606 Key #19
APN:101-11-024 Key #22
APN:101-11-025 Key #20
APN:101-23-044 Key #13
APN:101-23-045A Key #14
PARCEL No.!:
That part of the East half of Section 20, Township 1 North, Range 8 East of the Gila and
Salt River Meridian, Pinal County, Arizona, described as follows:
BEGINNING at the East quarter corner of said Section 20;
Thence North 00 degrees 01 minutes 15 seconds East, 674.08 feet along the East line of
said Section 20;
Thence South 68 degrees 43 minutes 28 seconds West, 890.36 feet to a point on the
Easterly right-of-way line of Apache Trail;
Thence South 37 degrees 55 minutes 30 seconds West along said right-of-way line 58.10
feet to the beginning of a curve to the left;
Thence around said curve having a central angle of 93 degrees 12 minutes 00 seconds, a
radius of 332.00 feet and a length of 522.66 feet to a point on the Northerly right-of-way
line of U.S. Highway 60-70-80-89;
Thence around a curve to the right, said curve having an initial tangent of South 64 degrees
23 minutes 00 seconds East, a central angle of 03 degrees 07 minutes 05 seconds, a radius
of 2964.79 feet and a length of 161.34 feet along the Northerly right-of-way line of said
U.S. Highway 60-70-80-89 to .a point;
Thence North 66 degrees 43 minutes 28 seconds East, 693.45 feet to the East quarter
corner of said Section and the POINT OF BEGINNING.
EXCEPT that portion thereof condemned by the State of Arizona for highway purposes, in
Final Order of Condemnation entered in Case No. 15806 in the Superior Court of Pinal
County,Arizona recorded October 26,1964 in Docket 399,Page 278,described as
follows:
33
An irregular parcel of land situated in the East half of Section 20, Township 1 North,
Range 8 East of the Gila and Salt River Meridian, Pinal County, Arizona, described as
follows:
BEGINNING at the intersection of the existing Northerly right-of-way of U.S. Highway
60-70 with the East line of said Section 20 from whence the East quarter corner thereof
bears North 00 degrees 03 minutes East, 693.18 feet;
Thence North 54 degrees 50 minutes West along said existing right-of-way 232.66 feet to a
point 100 feet Northerly from and at right angles to Highway Engineers Center Line
Station S.T. 844+05.68;
Thence Northwesterly continuing along said existing right of way 100 feet Northerly of
and parallel to a 04 degree 00 minute spiral center line curve a distance of 408.11 feet to a
point, 100 feet Northerly of and at right angles to Highway Engineers Center Line Station
C.S. 840+05.68;
Thence continuing along said existing right-of-way, along a curve concave Southwesterly
with a radius of 2964.79 feet, 318.38 feet to the intersection with the East right-of-way line
of the East leg of the Apache Junction Wye (State 88) said East right-of-way line being
Identical with the East right-of-way lines as described in that certain instrument recorded
on December 23,1959,in Docket 251,Page 120,in the office of the Pinal County
Recorder, Arizona;
Thence Northerly along said existing East right-of-way line,along a curve concave
Northeasterly, with a radius of 332.00 feet, 235.02 feet to the intersection with the East
right-of-way line of the relocated East leg of the Apache Junction Wye;
Thence Southerly along said relocated East right-of-way line along a curve concave
Southeasterly, with a radius of 283.31 feet, 108.81 feet to a point 35 feet Easterly of and at
right angles to the East Leg Highway Engineers Center Line Station C.S. 836 + 01.00;
Thence continuing along said relocated East line 35 feet Easterly of and parallel to a 18
degree spiral center line curve approximately 168 feet to a point 35 feet Northerly of, and
at right angles to East Leg Highway Engineers Center Line Station S.T. 837 + 81.00;
Thence South 56 degrees 52 minutes East, along the relocated right-of-way line of U.S.
Highway 60-70, a distance of 422.13 feet;
Thence South 54 degrees 50 minutes East, 244.53 feet to the POINT OF BEGINNING;
and
EXCEPT an irregular parcel of land situated in the East half of Section 20, Township 1
North, Range 8 East of the Gila and Salt River Meridian, Pinal County, Arizona, lying
between the East right-of-way line of Apache Junction Wye as it existed on January 1,
1962 and the East right-of-way line of said Wye as described in that certain instrument
recorded on December 23, 1.959 in Docket 251, Page 120, in the office of the Pinal County,
34
Recorder, Arizona and, Northerly of the North right-of-way line of U.S. Highway 60-70 as
said Highway existed prior to January 1, 1942, being described as follows:
Beginning at the East quarter corner of said Section 20;
Thence South 00 degrees 03 minutes West, 693.18 feet;
Thence North 54 degrees 50 minutes West, 476.79 feet;
Thence North 56 degrees 52 minutes West, 422.13 feet;
Thence South 35 degrees 10 minutes West, 35.0 feet;
Thence North 54 degrees 50 minutes West,56.08 feet to the TRUE POINT OF
BEGINNING;
Thence along a curve concave Southwesterly, being the North right-of-way line of U.S.
Highway 60-70 as of January 1, 1961, with a radius of 2964.79 feet, 6.90 feet;
Thence North 54 degrees 50 minutes West, along the North right of way line of U.S.
Highway 60-70 as said Highway existed prior to January 1, 1942, a distance of 66.99 feet;
Thence continuing along said North line of a curve concave Southwesterly, with a radius
Of 1005.00 feet, 88.29 feet to the intersection of the East right-of-way line of the Apache
Junction Wye, as it existed on January 1, 1961;
Thence Northerly along said East line of a curve concave Northwesterly with a radius of
159.16 feet, 46.81 feet;
Thence North 07 degrees 15 minutes West, 133.33 feet;
Thence Northeasterly along a curve concave Northeasterly with a radius of 144.20 feet,
114.81 feet;
Thence North 38 degrees 22 minutes East, 198.86 feet to the intersection with the relocated
right-of-way line of the East Leg of the Apache Junction Wye, said point being 35 feet
from and at right angles to Highway Engineers Center Line Station T.S. 830 + 85.07;
Thence Southerly continuing along said relocated line 35 feet Southerly of and parallel to a
18 degrees 00 minute spiral center line curve approximately 169 feet to a point 35 feet
Southwesterly of and at right angles to Highway Engineers Center Line Station S.C.
832+65.07;
Thence Southerly continuing along said relocated line on a curve with a radius of 283.31
feet,190.98 feet to the intersection with the East right-of-way line as described in the
above mentioned recorded instrument;
35
Thence Southerly along said East line on a curve with a radius of 332.00 feet, 235.02 feet
to the POINT OF BEGINNING.
PARCEL No. 2:
That part of the East half of Section 20, Township 1 North, Range 8 East of the Gila and
Salt River Meridian, Pinal County, Arizona, described as follows:
Commencing at the East quarter corner of said Section 20;
Thence South 00 degrees 03 minutes 01 seconds West along the East line of the Southeast
quarter of said Section 20, a distance of 21.63 feet;
Thence North 89 degrees 50 minutes West, a distance of 50.00 feet to a point on the East
boundary of PARKWAY PLAZA, according to the plat of record in the office of the
County Recorder of Pinal County, Arizona, recorded in Book 13 of Maps, Page 15;
Thence South 66 degrees 45 minutes 13 seconds West along the boundary of said Parkway
Plaza, a distance of 166.58 feet to the TRUE POINT OF BEGINNING;
Thence South 00 degrees 03 minutes 01 seconds West along the Parkway Plaza boundary,
a distance of 235.38 feet;
Thence South 62 degrees 36 minutes 30 seconds West along Parkway Plaza boundary, a
distance of 18.43 feet;
Thence North 54 degrees 50 minutes 00 seconds West along Parkway Plaza boundary, a
distance of 81.20 feet;
Thence South 35 degrees 10 minutes 00 seconds West along Parkway Plaza boundary, a
distance of 50.00 feet;
Thence North 25 degrees 44 minutes 23 seconds West, a distance of 174.71 feet;
Thence North 66 degrees 45 minutes 13 seconds East, a distance of 204.20 feet to the
TRUE POINT OF BEGINNING.
PARCEL No. 3:
That part of the East half Section 20, Township 1 North, Range 8 East of the Gila and Salt
River Meridian, Pinal County, Arizona, described as follows:
Commencing at the East quarter corner of said Section 20;
Thence South 00 degrees 03 minutes 01 seconds West along the East line of the Southeast
quarter of said Section 20, a distance of 21.63 feet;
36
Thence North 89 degrees 50 minutes West, a distance of 50)00 feet to the East boundary of
PARKWAY PLAZA, according to the plat of record in the office of the County Recorder
of Pinal County, Arizona, recorded.in Book 13 of Maps, Page 15;
Thence South 66 degrees 45 minutes 13 seconds West along Parkway Plaza boundary and
extending to a total distance of 467.51 feet to the TRUE POINT OF BEGINNING.
Thence South 35 degrees 08 minutes 00 seconds West, a distance of 129.11 feet to Station
No. 840 + 11.00 on Highway right-of-way line;
Thence North 56 degrees 52 minutes 00 seconds West, a distance of 84.91 feet to Station
No. 839 + 26.09 on Highway right-of-way line;
Thence North 66 degrees 45 minutes 13 seconds East, a distance of 154.19 feet to the
TRUE POINT OF BEGINNING.
PARCEL No. 4:
That part of Lot 32, of PARKWAY PLAZA, according to the plat of record in the office of
the County Recorder of Pinal County, Arizona, recorded in Book 13 of Maps, Page 15,
described as follows:
BEGINNING at the most Southerly point of said Lot 32;
Thence North 38 degrees 02 minutes 00 seconds East along the West line of said Lot 32, a
distance of 75.00 feet;
Thence South 51 degrees 19 minutes 32 seconds East, a distance of 40.65 feet;
Thence South 66 degrees 45 minutes 13 seconds West, a distance of 85.00 feet to the
TRUE POINT OF BEGINNING.
PARCEL No. 5:
Lots 11 through 16, inclusive, of PARKWAY PLAZA, according to the plat of record in
the office of the County Recorder of Pinal County, Arizona, recorded in Book 13 of Maps,
Page 15.
PARCEL No. 6:
That part of the East half of Section 20, Township 1 North, Range 8 East of the Gila and
Salt River Meridian, Pinal County, Arizona, described as follows:
Commencing at the East quarter corner of said Section 20;
Thence North 00 degrees 05 minutes 15 seconds East along the• East line ofthe Northeast
quarter of said Section 20, a distance of 652.41 feet;
37
Thence North 89 degrees 50 minutes 00 seconds West,a distance of 50 feet to the
Southeast corner of Lot 11, of PARKWAY PLAZA, according to the plat of record in the
office of the County Recorder of Pinal County, Arizona, recorded in Book 13 of Maps,
Page 15;
Thence South 66 degrees 45 minutes 13 seconds West along the Southerly boundary lines
of said Lot 11 and the adjacent alley of Parkway Plaza, a distance of 166.63 feet to an
angle point on said alley of Parkway Plaza, being the TRUE POINT OF BEGINNING;
Thence North 00 degrees 05 minutes 15 seconds East along a Parkway Plaza boundary, a
distance of 233.54 feet;
Thence North 70 degrees 56 minutes 22 seconds West along a Parkway Plaza boundary, a
distance of 13.00 feet;
Thence South 38 degrees 02 minutes 00 seconds West along a Parkway Plaza boundary, a
distance of 464.48 feet;
Thence North 66 degrees 45 minutes 13 seconds East, a distance of 324.45 feet to the
TRUE POINT OF BEGINNING.
PARCEL No. 7:
That portion of the abandoned alley of PARKWAY PLAZA, according to the plat of
record in the office of the County Recorder of Pinal County, Arizona, recorded in Book 13
of Maps,Page 15,as abandoned by the City of Apache Junction in Resolution of
Abandonment recorded in Docket 1739, Page 569, described as follows:
Commencing at the East quarter corner of Section 20, Township 1 North, Range 8 East of
the Gila and Salt River Meridian, Pinal County, Arizona;
Thence North 00 degrees 05 minutes 15 seconds East along the East line of the Northeast
quarter of said Section 20, a distance of 652.41 feet;
Thence North 89 degrees 50 minutes 00 seconds West,a distance of 50 feet to the
Southeast corner of Lot 11, of PARKWAY PLAZA, according to the plat of record in the
office of the County Recorder of Pinal County, Arizona, recorded in Book 13 of Maps,
Page 15;
Thence South 66 degrees 45 minutes 13 seconds West along the Southerly boundary of
said Lot 11, a distance of 144.85 feet to an angle point on said alley of Parkway Plaza,
being the TRUE POINT OF BEGINNING;
Thence continuing South 66 degrees 45 minutes 13 seconds West along the Southeast
boundary of the adjacent alley of Parkway Plaza, a distance of 21.78 feet;
38
Thence North 00 degrees 05 minutes 15 seconds East along a Parkway Plaza boundary, a
distance of 233.54 feet;
Thence North 70 degrees 56 minutes 23 seconds West along a Parkway Plaza boundary, a
distance of 13.00 feet;
Thence North 38 degrees 02 minutes 00 seconds East, a distance of 52.52 feet;
Thence South 00 degrees 05 minutes 15 seconds West, a distance of 270.56 feet to the
TRUE POINT OF BEGINNING.
PARCEL No. 8:
A drainage easement 15.00 feet in width,being located in the Southeast quarter of
Section 20, Township 1 North, Range 8 East of the Gila and Salt River Meridian, Pinal
County, Arizona, the center line of same being described as follows:
BEGINNING 7.50 feet West of the East quarter corner of said Section 20;
Thence South parallel to and 7.50 feet West of the East line of said Section 20, a distance
of 395.00 feet, more or less to a point;
Thence around a curve to the right, said curve having a radius of 140.00 feet and an
approximate length of 308.00 feet to a point 7.50 feet North of the Northerly right-of-way
line of U.S. Highway 60-70-80 and 89;
Thence continuing Westerly along a line parallel to and 7.50 feet North of said Northerly
right-of-way line, 410.00 feet, more or less, to a point opposite a 6 foot by 4 foot box
culvert located at Station 840 +05,Arizona Highway Department,as created by
instrument recorded in Docket 252, Page 206.
39
Legal Description
APN:101-19-014A8 Key #15
The North half of the Northwest quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
Except all oil, gas, coal and other minerals as reserved in Patent of said land;
Except the West 50.00 feet; and
Except the North 33.00 feet; and
Except that portion of the following described property:which lies between the existing
East right-of-way line of Idaho Street, the existing South right-of-way line of East Scenic
Street, and the line described as follows:
COMMENCING at the Northwest corner of said Section 21;
Thence along the West line of said Section, South 00 degrees 14 minutes 20 seconds East,
a distance of 1539.07 feet;
Thence North 89 degrees 45 minutes 40 seconds East, a distance of 50.00 feet to the
POINT OF BEGINNING on the existing East right-of-way line of State Route 88 (Idaho
Road);
Thence continuing North 89 degrees 45 minutes 40 seconds East, a distance of 10.00 feet;
Thence North 00 degrees 14 minutes 20 seconds West, a distance of 187.61 feet to the
POINT OF ENDING on the North line of the above -described property.
Legal Description
APN:101-19-01301 Key #16
The West half of the Northeast quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East of the Gila and Salt River Base and
Meridian, Pinal County, Arizona.
40
EXCEPT all coal, oil, gas and other mineral deposits as reserved unto the United States of
America in the Patent to said land.
Legal Description
APN:101-19-025A Key #18
APN:101-19-015A Key #17
PARCEL No.!:
The South half of the Northwest quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East, of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
Except the West 50 feet thereof; and
Except all coal, oil, gas, and other minerals, as reserved in Patent from the United States of
America.
PARCEL No. 2:
The North half of the Southwest quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East, of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
Except the West 50 feet thereof; and
Except all coal, oil, gas, and other minerals, as reserved in Patent from the United States of
America.
PARCEL No. 3:
The South half of the Southwest quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East, of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
Except the West 50 feet and except the South 40 feet thereof; and
Except all coal, oil, gas, and other minerals, as reserved in Patent from the United States of
America.
41
Legal Description
APN:101-11-017 Key #21
A parcel of land lying in the Southeast quarter of Section 20, Township 1 North, Range 8
East of the Gila and Salt River Base and Meridian,Pinal County,Arizona,more
particularly described as follows:
COMMENCING at the East quarter corner of said Section 20;
THENCE South 66 degrees 43 minutes 28 seconds West 425.22 feet along the
Southeasterly property line of the Superstition Ho Hotel to the point of beginning;
THENCE continuing South 66 degrees 43 minutes 28 seconds West 96.91 feet;
THENCE South 33 degrees 06 minutes 04 seconds West 129.11 feet to the North right of
way line of U.S. Highway 60, 70, 80 and 89;
THENCE South 56 degrees 53 minutes 56 seconds East 192.13 feet along said right of
way line;
THENCE South 54 degrees 51 minutes 45 seconds East 7.87 feet along said right of way
line;
THENCE North 35 degrees 08 minutes 15 seconds East 120.00 feet;
THENCE North 25 degrees 51 minutes 26 seconds West 174.83 feet to the point of
beginning.
EXCEPT that part thereof taken by Final Order of Condemnation by the State of Arizona
State Highway Department recorded October 26, 1964 in Docket 399, page 278.
Legal Description
APN:101-23-004A Key #23
Lot 4 of PARKWAY PLAZA, a subdivision recorded in Book 13 of Maps, Page 15,
records of Pinal County, Arizona:
EXCEPT that portion of said Lot 4, described as follows:
BEGINNING at the Northeast corner of said Lot 4:
Thence South 0 degrees 03 minutes 01 seconds West along the East line of said Lot 4,
50.00 feet;
42
Thence North 89 degrees 56 minutes 59 seconds West parallel to and 50.00 feet South of
the North line of said Lot 4, 70.71 feet:
Thence North 35 degrees 10 minutes 00 seconds East parallel to and 50.00 feet Southeast
of the West line of said Lot 4, 5.88 feet;
Thence North 54 degrees 50 minutes 00 seconds West, 50.00 feet to a point on said West
line of Lot 4:
Thence North 35 degrees 10 minutes 00 seconds East 20.00 feet to the Northwest corner of
said Lot 4;
Thence South 89 degrees 56 minutes 59 seconds East along the North line of said Lot 4,
96.72 feet to the TRUE POINT OF BEGINNING:
AND ALSO EXCEPT that portion of said Lot 4, PARKWAY PLAZA, described as
follows:
BEGINNING at the Southwest corner of said Lot 4;
Thence North 35 degrees 10 minutes 00 seconds East along the West line of said Lot 4,
150.00 feet;
Thence South 54 degrees 50 minutes 00 seconds East, 50.00 feet;
Thence South 35 degrees 10 minutes 00 seconds West, parallel to and 50.00 feet Southeast
of said West line of Lot 4, 150.00 feet to the Southwest line of said Lot 4;
Thence North 54 degrees 50 minutes 00 seconds West along said Southwest line 50.00 feet
to the TRUE POINT OF BEGINNING.
Legal Description
Key #24
APN:
101-21-00101 101-21-00200 101-21-00309 101-21-00408
101-21-00507 101-21-00606 101-21-00705 101-21-00804
101-21-01000 101-21-01100 101-21-01200 101-21-01307
101-21-01406 101-21-01505 101-21-01604 101-21-01703
101-21-01802 101-21-01901 101-21-02008 101-21-02107
101-21-02206 101-21-02305 101-21-02404 101-21-02503
101-21-02602 101-21-02701 101-21-02800 101-21-03105
101-21-03204 101-21-03303 101-21-03402 101-21-03501
43
101-21-03600
101-21-04004
101-21-04400
101-21-04806
PARCEL NO.!:
101-21-03709
101-21-04103
101-21-04509
101-21-04905
101-21-03808
101-21-04202
101-21-04608
101-21-05506
101-21-03907
101-21-04301
101-21-04707
101-21-05605
Lots 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26,
27, 28, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 55, and 56,
APACHE JUNCTION PLAZA, according to Book 10 of Maps, Page 41, records of Pinal
County, Arizona.
PARCEL NO. 2:
An undivided 48/57th interest in Tracts "B" and "C" as designated on said plat.
EXCEPT all coal, oil, gas and other minerals and all uranium, thorium, or any other
material which is or may be determined to be peculiarly essential to the production of
fissionable materials, whether or not of commercial value, as reserved in the Patent from
the United States of America.
Legal Description
Continue Key #24
APN: 101-21-057B0
PARCEL NO.!:
The South one-half (87.50 feet) of Tract A, APACHE JUNCTION PLAZA, according to
Book 10 of Maps, Page 41, records of Pinal County, Arizona.
PARCEL NO. 2:
One-half of an undivided 1157th interest in Tracts "B"and "C" as designated on said plat.
EXCEPT all coal, oil, gas and other minerals and all uranium, thorium, or any other
material which is or may be determined to be peculiarly essential to the production of
fissionable materials, whether or not of commercial value, as reserved in the Patent from
the United States of America.
44
Legal Description
Continue Key #24
APN:101-21-057A2
PARCEL NO.!:
The North one-half (87.50 feet) of Tract A, APACHE JUNCTION PLAZA, according to
Book 10 of Maps, Page 41, records of Pinal County, Arizona.
PARCEL NO. 2:
One half of an undivided 1157th interest in Tracts "B" and "C" as designated on said plat.
EXCEPT all coal, oil, gas and other minerals and all uranium, thorium, or any other
material which is or may be determined to be peculiarly essential to the production of
fissionable materials, whether or not of commercial value, as reserved in the Patent from
the United States of America.
Legal Description
APN:101-21-06108 Key #25
The West half of the Northeast quarter of the Northwest quarter of the Southwest quarter
of Section 21, Township 1 North, Range 8 East of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
EXCEPT all coal, oil, gas and other mineral deposits as reserved unto the United States of
America in the Patent to said land.
Legal Description
APN:101-21-062B3 Key #26
PARCEL NO.!:
That portion of the North half of the Southwest quarter of the Northwest quarter of the
Southwest quarter of Section 21, Township 1 North, Range 8 East of the Gila and Salt
River Base and Meridian, Pinal County, Arizona, described as follows:
COMMENCING at the West quarter corner of said Section 21; Thence South 00 degrees
08 minutes 15 seconds West along the West line of said Section 21, 692.33 feet;
Thence East 50 feet to a point on the Southerly right-of-way line of 2nd Avenue and the
Easterly right-of-way line of Idaho Road and being the TRUE POINT OF BEGINNING;
Thence East, along said right-of-way line of 2nd Avenue, 348.77 feet;
45
Thence South 16 degrees 44 minutes 44 seconds West, 215.96 feet to a point on the
Northeasterly right-of-way line of State Highway 60-70-80-89;
Thence North 59 degrees 27 minutes 36 seconds West, along said State Highway right-of-
way line, 332.81 feet to a point on the Easterly right-of-way line of said Idaho Road;
Thence North 00 degrees 08 minutes 15 seconds East, along said right-of-way line of
Idaho Road, 37.69 feet to the POINT OF BEGINNING;
EXCEPT THEREFROM, all coal, oil, gas and other mineral deposits as reserved in the
Patent recorded in Docket 1571, Page 247.
PARCEL NO. 2:
That part of the Southwest quarter of Section 21, Township 1 North, Range 8 East of the
Gila and Salt River Base and Meridian, Pinal County, Arizona, being more particularly
described as follows:
COMMENCING at the West quarter corner of said Section 21;
Thence South 00 degrees 18 minutes 15 seconds West, along the West line of said Section
21, a distance of 692.33 feet;
Thence East, 50.00 feet to a point on the Southerly right-of-way line and 2nd Avenue and
the True Point of Beginning;
Thence continuing East, along said right-of-way line 121.92 feet;
Thence North 54 degrees 44 minutes 15 seconds West,149.06 feet to a point on the
Easterly right-of-way line of Idaho Road;
Thence South 00 degrees 08 minutes 15 seconds West, along said right-of-way line, 86.06
feet to the True Point of Beginning;
EXCEPT THEREFROM, all coal, oil, gas and mineral deposits as reserved in instrument
recorded in Docket 160, Page 288.
Legal Description
APN:101-21-062A5 Key #27
That portion of the Southwest quarter Section 21, Township 1 North, Range 8 East of the
Gila and Salt River Base and Meridian, Pinal County, Arizona, described as follows:
46
COMMENCING at a brass cap in hand hole accepted as the West quarter corner of said
Section 21 from which a brass cap in hand hole accepted as the Southwest corner thereof
bears South 00 degrees 00 minutes 05 seconds East a distance of 2637.43 feet;
Thence along the West line of said Southwest quarter, South 00 degrees 00 minutes 05
seconds East a distance of 659.36 feet to the South line of the Northwest quarter of the
Northwest quarter of the Southwest quarter of Section 21;
Thence along said South line, North 89 degrees 51 minutes 34 seconds East a distance of
408.61 feet to the POINT OF BEGINNING;
Thence continuing along said South line, North 89 degrees 51 minutes 34 seconds East a
distance of 252.08 feet to the East line of the Southwest quarter of the Northwest quarter of
the Southwest quarter, of said Section 21;
Thence along said East line, South 00 degrees 00 minutes 43 seconds West a distance of
329.67 feet to the South line of the North half of the Southwest quarter of the Northwest
quarter of the Southwest quarter of said Section 21;
Thence along said South line, South 89 degrees 51 minutes 31 seconds West a distance of
171.64 feet, to a point on the North line of U.S. Highway 60;
Thence leaving said South line, North 59 degrees 29 minutes 36 seconds West, along said
North line of U.S. Highway 60, a distance of 176.35 feet;
Thence, North 16 degrees 36 minutes 24 seconds East, leaving said North line of U.S.
Highway 60, a distance of 250.39 feet to the POINT OF BEGINNING.
EXCEPTING THEREFROM, all coal, oil, gas and other mineral deposits as reserved in
the Patent recorded in Docket 1571, Page 247.
Legal Description
APN:101-21-06405 Key #28
The West half of the Southeast quarter of the Northwest quarter of the Southwest quarter
of Section 21, Township 1 North, Range 8 East of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
SAVING AND EXCEPTING THEREFROM all that portion lying within U S Route 60
Highway Right of Way
EXCEPT all coal, oil, gas and other mineral deposits as reserved unto the United States of
America in the Patent to said land.
47
Legal Description
APN:101-21-068B Key #29
That portion of the Southwest quarter of Section 21, Township 1 North, Range 8 East of
the Gila and Salt River Base and Meridian, Pinal County, Arizona, more particularly
described as follows:
COMMENCING at a brass cap in hand hole accepted as the West quarter corner of said
Section 21 from which a brass cap in hand hole accepted as the Southeast corner bears
South 00 degrees 00 minutes 05 seconds East a distance of 2637.43 feet;
Thence along the west line of said Southwest quarter, South 00 degrees 00 minutes 05
seconds East a distance of 989.04 feet to the north line of the south half of the southwest
quarter of the northwest quarter of said Southwest quarter;
Thence leaving said west line and along said north line, North 89 degrees 51 minutes 31
seconds East a distance of 488.98 feet to the POINT OF BEGINNING;
Thence continuing along said north line, North 89 degrees 51 minutes 31 seconds East a
distance of 171.64 feet to the east line of the south half of the southwest quarter of the
northwest quarter of said Southwest quarter;
Thence leaving said north line and along said east line, South 00 degrees 00 minutes 44
seconds West a distance of 101.86 feet to the north right-of-way line of Old U.S. Highway
60 as shown on map on file in the office of the Arizona Highway Department of
Transportation, Phoenix, Arizona, as B -11-T-248 dated October 15, 1940, revised June 18,
1987 and also shown in Docket 1345, Page 343, Records of Pinal County, Arizona;
Thence leaving said east line and along said north right-of-way line, North 59 degrees 24
minutes 48 seconds West a distance of 199.35 feet to the POINT OF BEGINNING.
EXCEPT all coal, oil, gas and other mineral deposits as reserved unto the United States of
America in the Patent to said land.
48
EXHIBIT A-2
LEGAL DESCRIPTION OF ADDITIONAL PROPERTY
49
"EXHIBIT A-2"
AJ TOWN CENTRE LLC OWNERSHIP MAP
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Boundary of City Center District
Corner boundary points of City Center District
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50
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Key to legal descriptions
Key #
1 101-11-00508
2 101-19-02309
3 101-21-00903
4 101-21-05407
5 101-21-052A7
6 101-21-05001
7 101-21-02909
8 101-21-03006
51
"Exhibit A-2"
Legal Description
APN:101-11-00508 Key #1
A parcel of land situated in the Northeast quarter of Section 20, Township 1 North, Range
8 East, of the Gila and Salt River Base and Meridian, Pinal County,Arizona, more
particularly described as follows:
COMMENCING at the center of said Section 20;
thence North 00 degrees 04 minutes 15 seconds East along the North South mid -section
line a distance of 1018.68 feet;
thence South 89 degrees 55 minutes 45 seconds East, a distance of 1341.13 feet to a point
on the East right of way line of Lost Dutchman Boulevard (Plaza Drive);
thence North 00 degrees 04 minutes 15 seconds East along said right of way line, a
distance of 41.35 feet to the TRUE POINT OF BEGINNING;
thence continuing North 00 degrees 04 minutes 15 seconds East, along said East right of
way line, a distance of 802.50 feet;
thence South 89 degrees 55 minutes 45 seconds East, a distance of 975.10 feet to a point;
thence South 00 degrees 05 minutes 15 seconds West, a distance of 511.44 feet to a point
on the South line of Abandonment Resolution No. 840-52 as recorded in Docket 1258,
page 621, which is also the North right of way line of Ness Boulevard;
thence North 89 degrees 48 minutes 29 seconds West along the South line of said
abandonment and North line of said right of way, a distance of 60.00 feet;
thence South 00 degrees 05 minutes 15 seconds West, along the West right of way line of
said Ness Boulevard, a distance of 311.68 feet to a point on the Westerly right of way line
of Apache Trail;
thence South 38 degrees 02 minutes 21 seconds West along said Westerly right of way line
a distance of 26.46 feet;
thence departing said right of way line, North 89 degrees 55 minutes 45 seconds West, a
distance of 692.52 feet;
thence North 00 degrees 04 minutes 15 seconds East, a distance of 41.35 feet;
thence North 89 degrees 55 minutes 45 seconds West, a distance of 200.00 feet to the
TRUE POINT OF BEGINNING.
EXCEPT:THE SOUTH 100.00 FEET OF THE WEST 200.00 FEET.
52
"Exhibit A-2"
Legal Description
•APN:101-19-02309 Key #2
PARCEL NO.!:
The West half of the Southeast quarter of the Southwest quarter of the Northwest quarter
of Section 21, Township 1 North, Range 8 East of the Gila and Salt River Base and
Meridian, Pinal County, Arizona;
EXCEPT all coal, oil, gas and other minerals as reserved in Patent from the United States
of America.
"Exhibit A-2"
Legal Description
APN:101-21-00903 Key #3
APN:101-21-02909 Key #7
APN:101-21-03006 Key #8
APN:101-21-05001 Key #6
APN:101-21-052A7 Key #5
APN:101-21-05407 Key #4
PARCEL NO.!:
Lots 9, 29, 30, 50, 51, 52, 53, and 54, APACHE JUNCTION PLAZA, according to Book
10 of Maps, Page 41, records of Pinal County, Arizona.
PARCEL NO. 2:
An undivided 8157th interest in Tracts "B" and "C" as designated on said plat.
EXCEPT all coal, oil, gas and other minerals and all uranium, thorium, or any other
material which is or may be determined to be peculiarly essential to the production of
fissionable materials, whether or not of commercial value, as reserved in the Patent from
the United States of America.
53
EXHIBIT B
CONCEPTUAL MASTER DEVELOPMENT PLAN
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EXHIBIT B - CONCEPTUAL MASTER DEVELOPMENT PLAN
54
EXHIBIT C
PERFORMANCE SCHEDULE
Deadline to Perform Task
From Recordation of Agreement Task/Obligation
18 Months Developer to have filed the preliminary site plan for the Phase 1
PDP for the Property.
18 Months Developer and City shall have agreed on Financing Plan for
Public Improvements.
Prior to submittal of Phase 1 Developer to have submitted Downtown Center Public
PDP Improvements Standards
Prior to submittal of Phase 1 Developer to have submitted Downtown Center Design
PDP Standards
24 Months Phase 1 PDP to have been submitted and approved and, if
applicable, Development Parcel Agreements.
30 Months Developer to have submitted Construction Documents for
Phase I PDP Improvements (and, if applicable, related Public
Improvements).
55
EXHIBIT D
PUBLIC IMPROVEMENTS
The improvements to be publicly -owned facilities and Ancillary Activities (as
defined below) are examples of what the Parties to this Agreement intend to constitute
Public Improvements.This list is intended by the Parties to be illustrative, but not
exhaustive.By its execution of this Agreement, Developer does not undertake to provide
all of the following improvements;but to the extent Developer provides any of the
following improvements, such improvements shall be deemed, for the purposes of this
Agreement, to constitute Public Improvements.
1.Off -Site Public Improvements.
a.Off -site rough grading
b.Off -site right-of-way acquisition
c.Off -site water mains, lines and tap fees (if paid)
d.Off -site sewer construction (including collection,transport,storage,
treatment, dispersal, effluent use and discharge)
e.Off -site roadway improvements such as highways, streets, roadways and
parking facilities (including all areas for vehicular use for travel, ingress,
egress and parking)
f.Traffic control systems and devices (including signals, controls, markings
and signage)
g•Off -site transit system
h.Off -site storm drainage and flood control systems (including collection,
transport,diversion,storage,detention,retention,dispersal,use and
discharge)
i.Off -site public utility relocation
j•Pedestrian malls, parks, recreational facilities other than stadiums, and open
space areas for the use of members of the public for entertainment,
assembly and recreation
k.Off -site landscaping (including earthworks,structures,lakes and other
water features, plants, trees and related water delivery systems)
1.Equipment,vehicles,furnishings and other personally related to the
foregoing.
56
m.All architectural, design, planning and engineering fees and costs (including
environmental assessments and remediation, governmental fees, and general
and administrative activities and expenses in connection with the foregoing)
(collectively the "Ancillary Activities").
2.On -Site Public Improvements.
a.On -site rough grading
b.On -site water mains, lines and tap fees (if paid)
c.On -site sanitary sewer (including collection, transport, storage, treatment,
dispersal, effluent use and discharge), if paid.
d.On -site storm drainage and flood control systems (including collection,
transport,diversion,storage,detention,retention,dispersal,use and
discharge)
e.On -site right-of-way acquisition by the City (whether funded by Developer
or by City pursuant to Section 3.9)
f.On -site Dedicated Property,as defined in and subject to the Public
Improvement Costs reimbursement provisions of Section 3.4 of the
Agreement.Any funds paid by Developer or repaid to the City by
Developer pursuant to Section 3.9 of the Agreement also shall constitute
Public Improvement Costs.
g.Traffic control systems and devices (including signals, controls, markings
and signage)
h.Pedestrian malls, parks, recreational facilities other than stadiums, and open
space areas for the use of members of the public for entertainment,
assembly and recreation
i.On -site landscaping (including earthworks, structures, lakes and other water
features, plants, trees and related water delivery systems)
J.Equipment,vehicles,furnishings and other personally related to the
foregoing
k.All Ancillary Activities in connection with the foregoing.
57
EXHIBIT E
DISPUTE RESOLUTION AND REMEDIES
A.Mediation.If there is a dispute hereunder which is not an Event of Default and
which the Parties cannot resolve between themselves within thirty (30) days of
either Party providing notice to the other Party for a decision, the Parties agree to
attempt to settle the dispute by non -binding mediation before commencement of
arbitration.The mediation shall be held under the Commercial Mediation Rules of
the American Arbitration Association but shall not be under the administration of
the AAA unless agreed to by the Parties in writing, in which case all administrative
fees shall be divided evenly between the City and Developer.The matter in dispute
shall be submitted to a mediator mutually selected by Developer and the City.If
the Parties cannot agree upon the selection of a mediator within ten (10) days, then
within five (5)days thereafter,the City and Developer shall request that the
Presiding Judge of the Superior Court in and for the County of Pinal, State of
Arizona, appoint the mediator.The mediator selected shall have at least ten (10)
years experience in mediating or arbitrating disputes relating to commercial
property.The cost of any such mediation shall be divided equally between the City
and Developer.The results of the mediation shall be nonbinding with any Party
free to initiate arbitration upon the conclusion of the latter of the mediation or of
the ninety (90) days following the notice for a decision referenced above.The
mediation shall be completed in one day (or less) and shall be confidential, private,
and otherwise governed by the provisions of A.R.S. § 12-2238.
B.The arbitration process ("Process") and remedies set forth herein shall not apply to
an action by the City to condemn or acquire by inverse condemnation all or any
portion of the Property, and in the event of any such action by the City, Owner
shall have all rights and remedies available to it at law or in equity.Otherwise:
1.If an Event of Default is not cured within the applicable cure period, as set
forth in Section 11.1 of this Agreement, or if any other dispute hereunder is
not resolved through the mediation process as set forth in Section A, the
non -defaulting Party (or, following mediation, either Party) may institute
the Process, pursuant to Paragraph 2 below.
2.Any controversy or claim subject to the Process shall be settled by an
arbitration administered by the American Arbitration Association ("AAA")
in accordance with its Commercial Arbitration Rules ("Rules") (except that
the terms of this Agreement and this Exhibit shall control over conflicting
rules), and judgment on the award rendered by the arbitrator may be entered
in any court having jurisdiction thereof.
3.The dispute shall be heard by a single arbitrator from a panel of qualified
arbitrators located within Pinal or Maricopa County, Arizona.
58
4.The place of arbitration shall be Pinal County, Arizona.
5.The Parties agree that the remedies available for the award by the arbitrator
shall be limited to actual damages, specific performance and declaratory
relief and that under no circumstances shall the arbitrator issue an award of
consequential or punitive damages.The arbitrator may award the payment
of an amount owed, or enjoin the withholding of amounts due, pursuant to
the applicable provisions of this Agreement.
6.The Parties have structured the Process with the goal of providing for the
prompt and efficient resolution of all disputes falling within the purview of
the Process.The hearing of any dispute shall be expedited and will
commence as soon as practicable, but no later than forty-five (45) days after
selection of the arbitrator.This deadline can be extended only with the
consent of both parties to the dispute, or by decision of the arbitrator upon a
showing of emergency circumstances.
7.The arbitrator shall determine the nature and scope of discovery, if any, and
the manner of presentation of relevant evidence consistent with the
deadlines provided herein, and the Parties' objective that the disputes be
resolved in a prompt and efficient manner.No discovery may be had of
privileged materials or information.The arbitrator,upon proper
application, shall issue such orders as may be necessary and permissible
under law to protect confidential, proprietary,or sensitive materials or
information from public disclosure or other misuse.
8.In order to effectuate the Parties' goals, the hearing, once commenced, will
proceed from business day to business day until concluded,absent a
showing of good cause.
9.The arbitrator shall, within thirty (30) days from the conclusion of the
hearing, issue the award.
10.The arbitrator may determine how the costs and expenses of the arbitration
shall be allocated between the parties, and may award attorney fees to either
Party.
11.The award of the arbitrator shall be accompanied by a reasoned opinion.
12.The award of the arbitrator shall be final and binding.Except as otherwise
provided in this Agreement, this Exhibit and the Commercial Arbitration
Rules of the AAA, the Process shall be subject to the provisions of the
Arizona Arbitration Act (A.R.S. §§ 12-1501 through 1518).In the event a
party seeks confirmation of an award, or if there is a failure to abide by any
award, either party may seek any remedy at law or equity for failure to
59
comply with the award, but in no event shall the award be reviewed de novo
or consequential or punitive monetary damages be ordered by the court.
EXHIBIT F
FINANCING PUBLIC IMPROVEMENTS
In order to facilitate the payment and/or reimbursement to Developer of the Public
Improvement Costs: (1) the City shall consider for adoption a resolution of intention and
form a CFD for the purpose of financing Public Improvement Costs; and (2) subject to the
terms and conditions set forth in Section B hereof, and to the extent permitted by law, the
City shall semi-annually deposit for disbursement to the Developer an amount equal to the
ad valorem taxes collected upon the assessed value of taxable property within the Project
Area less the aggregate amount of ad valorem taxes that would be produced, taking into
account any credit or rebate against such tax levy or reduction in taxes to be collected, at
the rate at which the tax was levied each year by or for each taxing political subdivision
upon the assessed value of the taxable property in the Project Area as shown for tax year
2007, referred to in each instance as the "Payment Amount," until the Public Improvement
Costs,including any cash payment made by Developer in respect of the Public
Improvement Costs and/or any cash payment,debt service installment or assessment
paid by Developer in connection with the formation of any CFD and/or issuance of any
CFD bond or private financing (collectively, "Developer Advances"), is paid in full.
A.CFD.Upon the written petition of Developer, and subject to the provisions
of this exhibit, the City shall adopt a resolution of intention and conduct such procedures as
are necessary to form a CFD pursuant to A.R.S. § 48-701 et seq.,(any such CFD being
interchangeably referred to herein as a "District") to provide for the payment of the Public
Improvement Costs, as well as certain costs associated with the operation and maintenance
thereof.
1.Concurrent with the formation of the District, the Parties shall enter into a
Development,Financing Participation and Intergovernmental Agreement ("District
Development Agreement") to specify certain matters relating to the planning,design,
engineering, acquisition, construction, installation, financing, re -financing, operation and
maintenance of the Public Improvements, consistent with this Agreement and including:
a.At the election of the City, provision for the City's adoption and/or
implementation of CFD Guidelines, provided such CFD Guidelines:
(i)Shall designate the City Council of the City as the District board of
directors for purposes of the property included in the District;
(ii) Be consistent with this Agreement for purposes of the property
included in the District including (A) acknowledging that the primary purpose of forming a
CFD in this instance is to establish a financing mechanism to plan, design, engineer,
finance, re -finance, construct, acquire and install, and, where applicable, contribute to the
operation and maintenance of the Public Improvements comprising the Project and its
ultimate users;and (B)the public infrastructure and public infrastructure purposes
anticipated to be financed by the CFD may include all public infrastructure and public
infrastructure purposes allowable pursuant to A.R.S. § 48-701, et. seq.
61
b.Provision for a general plan of the District delineating, among other
things, the public infrastructure and public infrastructure purposes of the District, provided
such general plan shall be consistent with,and include all elements of,the Public
Improvements and Public Improvement Costs as set forth in, this Agreement and the
Conceptual Master Development Plan (including that such public infrastructure and public
infrastructure purposes shall include provision for the acquisition,at the actual cost
incurred by Developer to acquire the same, of all interests in real property necessary or
required in connection with the Public Improvements).
c.Provision for the District to retain an independent financial advisor and
other consultants, the cost of which shall be paid, or reimbursed to the District, from bond
proceeds or other lawful sources of funds available to the City or the District.
d.Provision for the City to be paid or reimbursed for its reasonable actual
costs and expenses relating to the District, which costs and expenses shall be paid from
bond proceeds or other lawful sources of funds available to the City or the District.
e.Provision for the construction and installation of the Public
Improvements to be undertaken subject to applicable public procurement requirements.
f.Provision for the Public Improvements to be undertaken either as
construction projects by the District at the sole discretion of the District or as acquisition
projects by the Developer (whereupon, upon completion and conveyance of any such
acquisition project to the District or its designee, the Developer or its designee shall be
eligible for reimbursement of all Public Improvement Costs associated with any such
acquisition project).
g. - Provisions relating to the issuance of general obligation bonds or special
assessment bonds,provided further,that the issuance of bonds,and the terms and
conditions of any such bonds, shall be subject to the approval of the District Board, in its
sole discretion, as provided herein.
h.Provisions whereby, in the event general obligation bonds are authorized
and issued by the District, the ad valorem property tax rate which the District is expected to
levy to pay debt service in respect of District general obligation bonds will not exceed
$3.00 per $100 of secondary assessed valuation of all real property in the District.
i.Provision whereby the District will levy an operations and maintenance
tax in an amount not exceeding $.30 per $100 of secondary assessed valuation of all
taxable property in the District, such tax to be applied, first, to the payment of costs
incurred under subparagraph d of this Section A.1 and, thereafter, to the payment of costs
and expenses of the District or the public infrastructure financed by the District.
Agreement.
j.Other customary provisions provided the same are consistent with this
62
3.When a District is formed and all necessary legal requirements have been
satisfied, the District may, in its sole and absolute discretion, take other action necessary to
issue bonds in one or more series and in amounts supported by the submittals made to and
approved by the District.Such bonds shall finance all costs of design,planning,
engineering, financing, re -financing, constructing, acquiring, installing, converting and/or
renovating (as applicable) the Public Improvements, including costs of issuance.To the
extent any of the Public Improvements are funded with District bonds that have been issued
and sold, with such funds on deposit with the District bond trustee and designated for such
purpose, Developer shall be released from having to post security or financial assurances
(e.g.,performance bonds) for such Public Improvements.
4.At any time after the formation of any District and until such time as
Developer owns less than twenty five percent (25%) of the property included in such
District,determined by acreage,Developer shall have the sole right to initiate any
application requesting the issuance of bonds or any other means or mechanism for
financing or refinancing public infrastructure and/or public infrastructure purposes by the
District;provided,however,the Parties acknowledge that it is contemplated that
applications for the issuance of bonds will be submitted only to finance those Public
Improvement Costs incurred to construct the Minimum Public Improvements and/or those
Public Improvements supporting those phases of the Project that are the subject of PDPs
and, where applicable, Development Parcel Agreements.
B.Payment Amounts.Subject to satisfaction of the condition precedent as set forth
in subparagraph B.3 herein,the Public Improvement Costs (including any Developer
Advances) shall be reimbursed to the Developer or paid directly to the party or parties
entitled thereto (including to any District) using any funds lawfully available to the City as
follows:
1.On or before each May 1 and December 1 of each calendar year, following
the date on which this Agreement is recorded in the Official Records of the Pinal County
Recorder, subject to annual appropriation by the City and subject to the provisions of
Section 6 hereof, the City shall deposit the applicable Payment Amount into an account
separate from the City's general fund ("Public Improvements Account"), to be established
by the Mayor and Council of the City concurrently herewith.The Public Improvements
Account shall be interest bearing, with the interest accrued thereon to be added to and
become part of the Payment Amounts, and held in constructive trust for the benefit of
Developer and the Project subject to satisfaction of the conditions precedent set forth in
subparagraph B.3 herein, and provided that such Payment Amounts shall be used solely to
pay Public Improvement Costs.
2.In no event shall any Payment Amounts be deposited to the Public
Improvements Account or otherwise be payable for any period subsequent to the first to
occur of: (i) October 31, 2029; or (ii) December 31st of the fifth (5th) full calendar year after
the last calendar year during which Public Improvement Costs are incurred (the "Economic
Incentive Period").Upon expiration of the Economic Incentive Period, if there are then
63
accrued but unpaid Public Improvements Costs, such Public Improvements Costs shall
thereafter be paid as provided in Paragraph 4 of this Section to the extent (and only to the
extent) of such positive balance notwithstanding the occurrence of any such disbursement
after expiration of the Economic Incentive Period.
3.Notwithstanding the accumulation of funds in the Public Improvements
Account, Developer shall have no rights in the Public Improvements Account, and no
disbursement of Payment Amounts shall be made to pay Public Improvement Costs from
the Public Improvements Account, until satisfaction of the conditions precedent to same,
which shall be:(a)the acceptance by the City of the completed Minimum Public
Improvements for maintenance in accordance with City standards for other public
infrastructure; and (b) submittal and City approval of PDPs incorporating a minimum of
100,000 square feet of retail uses.In addition, and notwithstanding anything herein to the
contrary, all funds that have been deposited and interest accrued thereon in the Public
Improvements Account shall be forfeited and returned to the City free of any claims by
Developer,and the Public Improvements Account shall thereupon terminate,if the
conditions precedent set forth in this subparagraph B.3 are not satisfied.
4.The first disbursement of Payment Amounts from the Public Improvements
Account (which shall include all accumulated Payment Amounts and any accrued interest
accrued thereon) shall be made by the City within thirty (30) days after satisfaction of the
conditions precedent to such disbursement, as referenced in subparagraph B.3.Thereafter,
subsequent disbursements shall be made periodically, within 30 days following the date on
which the City is obligated to deposit each semi-annual Payment Amount into the Public
Improvements Account, provided Developer has previously submitted to the City a request
for disbursement that includes a calculation of the requested disbursement amount together
with such reasonable supporting documentation as the City may require, until the total
Public Improvement Costs has been paid in full or until the expiration of the Economic
Incentive Period, whichever first occurs.Disbursements shall be made as follows: (a) first,
to reimburse Developer for any Developer Advances; (b) second, to the extent of any
excess Payment Amount proceeds after the preceding disbursement (as applicable) and in
the event any District has been established and District bonds have been issued, to the
trustee an amount equal to the next scheduled debt service payment due on any such
outstanding District bonds; (c) third, to the extent of any excess Payment Amount proceeds
after the preceding disbursements (as applicable), to reimburse the City for any Public
Improvement Costs advanced by the City, other than Payment Amounts, prior to the date of
such disbursement; and (d) fourth, to the extent of any excess Payment Amount proceeds
after the preceding disbursements (as applicable), and in the event any outstanding District
bonds have deposited with the trustee of any series of outstanding District bonds selected
by the District for deposit in the debt service or redemption fund, such excess Payment
Amount to be used to the maximum extent possible to redeem all or a portion of any
outstanding District bonds.From time to time, as Public Improvement Costs are incurred,
Developer shall provide to the City a calculation of the amount of such Public
Improvement Costs, together with such reasonable supporting documentation as the City
may require, and it shall be a condition precedent to reimbursement of Developer for any
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Developer Advances that Developer shall have provided to the City such calculation and
supporting documentation.
5.The City shall determine the Payment Amount to be deposited into the
Public Improvements Account on each required payment date.Within thirty (30) days
following each date for which a Payment Amount has been determined hereunder, i.e., May
31 and December 31, respectively, the City will deliver to Developer a copy of the City's
calculations supporting such determination.Such calculation shall specifically identify any
offsets, credits, exclusions or other deductions from the Payment Amounts that have been
utilized by the City in computing the Payment Amounts for purposes of this Agreement.
Any such determination may be audited or contested by Developer subject to applicable
laws which may prohibit or limit such audit or contest by Developer.Not fewer than two
times per year (at a time reasonably selected by the City and Developer), representatives of
the City and Developer shall confer to review the status of all financial obligations,
accounts and payments owing with respect to this Agreement.
6.Notwithstanding the foregoing,or anything in this Agreement to the
contrary, in the event the City fails to make any annual appropriation or deposit as provided
for in this Section B, in the full applicable Payment Amount, the City shall be obligated to,
and shall thereafter:
(a) if the City is or was receiving the Tax Increment at any time during the
tax year to which the applicable appropriation or deposit applies, within thirty (30)
days following the City's receipt of each monthly Arizona Department of Revenue
transaction privilege tax report, rebate and/or pay to Developer and any other party
entitled thereto, in the order and as provided in Section B.4,all transaction privilege
taxes imposed and actually received by the City from any and all sources, including
construction, retail and hotel activities, limited to the transaction privilege base tax
or applicable transaction privilege tiered -tax in effect upon execution of this
Agreement,and no other taxes which are imposed by the City for Capital
Improvements, Public Safety, or other special purposes during the term of this
Agreement,and excluding any transaction privilege tax generated by retail
establishments in the Project Area that relocate to the Project Area from another
location in the City, until: (i) the City has rebated and/or paid to Developer and any
other such party an amount equal to the deficiency between the applicable Payment
Amount(s) and the amount (if any) appropriated by the City and/or deposited into
the Public Improvements Account,as provided for in this Section B;or (ii)
expiration of the Economic Incentive Period, whichever first occurs; or
(b) if the City is not or was not receiving the Tax Increment at any time
during the tax year to which the applicable appropriation or deposit applies, the City
shall have no obligation to deposit the Payment Amount(s) that would otherwise be
payable during such tax year but shall, until expiration of the Economic Incentive
Period and within thirty (30) days following the City's receipt of each monthly
Arizona Department of Revenue transaction privilege tax report, rebate and/or pay
to Developer and any other party entitled thereto, in the order and as provided in
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Section B.4, all transaction privilege taxes imposed and actually received by the
City within the Project Area, from any and all sources, including construction, retail
and hotel activities,limited to the transaction privilege base tax or applicable
transaction privilege tiered -tax in effect upon execution of this Agreement, and no
other taxes which are imposed by the City for Capital Improvements, Public Safety,
or other special purposes during the term of this Agreement, and excluding any
transaction privilege tax genefated by retail establishments in the Project Area that
relocate to the Project Area from another location in the City, until the City has
rebated and/or paid to Developer and any other party entitled thereto, in the order
and as provided in Section B.4, the applicable Public Improvements Cost, except
that in no event shall the total rebates or payments under this Section 6(b), during
any tax year (or shorter period, if applicable) in which such rebates or payments are
• payable, exceed the Payment Amounts that, if the City were still receiving the Tax
Increment, would otherwise have been payable during such tax year (or shorter
period).
7.If the Payment Amounts payable by the City during any period hereunder exceed
the outstanding Developer Advances and other payments provided for in Section B.4 for
such period, the excess proceeds shall be deposited into the Public Improvements Account
and,together with any interest accrued thereon,shall accumulate in the Public
Improvements Account for future disbursement to or on behalf of Developer and the
Project to reimburse and/or otherwise pay the Public Improvement Costs.The City's
obligation shall be unconditional provided that:(a) under no circumstances shall such
obligation represent or constitute an indebtedness of the City, the State of Arizona or any
political subdivision thereof within the meaning of any Constitutional or statutory debt
limitation or restriction or otherwise; and (b) the Parties agree that the City's obligation to
rebate and/or pay transaction privilege taxes pursuant to this Agreement is subordinate and
subject to the lien and pledge of transaction privilege or excise taxes pledged as security for
the payment of any obligation of the City now or hereafter outstanding (but not pledges to
other parties in connection with retail development incentive agreements or other incentive
agreements).
C.General Provisions.
1.The City shall have the right to prepay all or any part of the total Public
Improvement Costs at any time.
2.Interest shall accrue on any portion of the total Public Improvements Cost
advanced by and remaining un-reimbursed to Developer, including Developer Advances, at
a rate equal to Developer's actual cost of funds paid to third parties not affiliated with
Developer and not to exceed commercially reasonable rates charged for comparable
financing, but in no event greater than 10%, a calculation of which Developer shall submit
to the City no less frequently than quarterly together with a schedule of Public
Improvement Costs advanced by and remaining un-reimbursed to Developer.
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EXHIBIT G-1
CONCEPTUAL DESIGN GUIDELINES - IMPROVEMENTS
ExiliBiT.:G -C.ONCIPTUAI 1)[S1GN GUIDELINES -IMPROVEMENT CHARACITR
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EXHIBIT G-2
CONCEPTUAL DESIGN GUIDELINES - PUBLIC IMPROVEMENTS
EXHIBIT -CCr.10EPTUAL DE? 11-_-11 L-LIIDEL II 1E-1, - PLIELIL N1PP II:VEMENT CHARACTER.
68