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NOTICE OF THE EXECUTIVE AND
REGULAR SESSIONS
OF THE
FOUNTAIN HILLS TOWN COUNCIL
TIME: 5:00 P.M. – EXECUTIVE SESSION
(Executive Session will be held in the Fountain Conference Room - 2nd floor)
6:30 P.M. – REGULAR SESSION
WHEN: THURSDAY, JUNE 16, 2016
WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS
16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s
various Commission, Committee or Board members may be in attendance at the Council meeting.
Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to
consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town
Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording.
Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal
action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a
recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived.
PROCEDURE FOR ADDRESSING THE COUNCIL
Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town Clerk
prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber
Lobby and near the Clerk’s position on the dais.
Speakers will be called in the order in which the speaker cards were received either by the Clerk or the
Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their
name and whether or not they reside in Fountain Hills (do not provide a home address) prior to
commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers.
Speakers’ statements should not be repetitive. If a speaker chooses not to speak when called, the speaker
will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i)
reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker.
If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public
Hearing.
Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be
waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to
a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting.
Please be respectful when making your comments. If you do not comply with these rules, you will be
asked to leave.
Mayor Linda M. Kavanagh
Councilmember Dennis Brown Vice Mayor Henry Leger
Councilmember Nick DePorter Councilmember Alan Magazine
Councilmember Cassie Hansen Councilmember Cecil A. Yates
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EXECUTIVE SESSION AGENDA
CALL TO ORDER – Mayor Linda M. Kavanagh
1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1)
A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or
attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation
with the attorneys of the public body in order to consider its position and instruct its attorneys
regarding the public body’s position regarding contracts that are the subject of negotiations,
in pending or contemplated litigation or in settlement discussions conducted in order to avoid
or resolve litigation (specifically, (i) the Park Place Development Agreement, and (ii) the
Americana Development - Development Agreement).
2. ADJOURNMENT.
REGULAR SESSION AGENDA
CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh
INVOCATION – Rabbi Mendy Lipskier
ROLL CALL – Mayor Linda M. Kavanagh
MAYOR’S REPORT
i) None.
SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS
i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic
Development.
ii) The MAYOR will read a PROCLAMATION declaring August 2016 Drowning
Impact Awareness Month in the Town of Fountain Hills.
CALL TO THE PUBLIC
Pursuant to A.R.S. §38-431-01(H), public comment is permitted (not required) on matters not listed on the
agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to
reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on
matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal
action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism,
(ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda.
CONSENT AGENDA ITEMS
All items listed on the Consent Agenda are considered to be routine, non-controversial matters and will be
enacted by one motion and one roll call vote of the Council. All motions and subsequent approvals of
consent items will include all recommended staff stipulations unless otherwise stated. There will be no
separate discussion of these items unless a Councilmember or member of the public so requests. If a
Councilmember or member of the public wishes to discuss an item on the consent agenda, he/she may
request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or
Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from
the Consent Agenda and considered in its normal sequence on the Agenda.
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1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from
May 19 and June 2, 2016.
2. CONSIDERATION of approving eight SPECIAL EVENT LIQUOR LICENSE
APPLICATIONS for the Fountain Hills and Lower Verde Valley Museum and Historical
Society (Jean Linzer) for events to be held at the Fountain Hills Community Center, on the
following dates and times: (i) August 13, 2016, from 3:00 PM to 10:00 PM; (ii) October 19,
2016 from 6:00 PM to 9:00 PM; (iii) November 16, 2016 from 6:00 PM to 9:00 PM; (iv)
December 21, 2016 from 6:00 PM to 9:00 PM; (v) January 18, 2017 from 6:00 PM to 9:00
PM; (vi) February 15, 2017 from 6:00 PM to 9:00 PM; (vii) March 29, 2017 from 6:00 PM
to 10:00 PM; and (viii) April 19, 2017 from 6:00 PM to 9:00 PM.
3. CONSIDERATION of approving a Budget Transfer from the General Government’s
FY2016-17 Contingency Fund to Community Services, in the amount of $93,454, for dog
park improvements.
4. CONSIDERATION of approving a Budget Transfer from the General Government’s
FY2016-17 Contingency Fund to Community Services, in the amount of $25,000, for the
Fourth of July Celebration.
5. CONSIDERATION of approving a PROFESSIONAL SERVICES AGREEMENT
(Contract #C2016-263) with Artistic Landscape, in the amount of $90,654, for
improvements to the dog park in Desert Vista Park.
6. CONSIDERATION of approving RESOLUTION 2016-14, the second amendment to the
Intergovernmental Agreement with the Maricopa County Library District relating to the
operation of the Town of Fountain Hills Branch Library.
7. CONSIDERATION of approving a PROFESSIONAL SERVICES AGREEMENT
(#C2017-002) with Power Tech Contracting, LLC, for traffic signal emergency on-call
services and call-out services, in an amount not to exceed $37,500.
8. CONSIDERATION of approving the Amendment No. 1 to the COOPERATIVE
PURCHASE AGREEMENT (#C2016-186) with Redburn Tire Company, for vehicle tires
and service, in an amount not to exceed $8,000.
REGULAR AGENDA
9. CONSIDERATION of APPOINTING one (1) citizen to serve on the Strategic Planning
Advisory Commission for a vacated term beginning June 16, 2016 and ending November 5,
2016.
10. CONSIDERATION of APPOINTING seven (7) citizens to the Sister Cities Advisory
Commission; three (3) citizens for a three (3) year term beginning June 16, 2016 and ending
on June 15, 2019, and four (4) citizens for a two (2) year term beginning June 16, 2016 and
ending on June 15, 2018.
11. PRESENTATION of the TOURISM PROGRAM and CONSIDERATION of a
TOURISM STRATEGIC PLAN for 2016 - 2019.
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12. CONSIDERATION of RESOLUTION 2016-08, levying upon the assessed valuation of
the property within the Town of Fountain Hills, subject to ad valorem taxation, a certain
sum upon each one hundred dollars ($100.00) of valuation sufficient to raise the amount
estimated to be required in the annual budget, specifically for the purpose of paying
principal and interest upon bonded indebtedness; all for the Fiscal Year beginning July 1,
2016, and ending June 30, 2017.
13. PUBLIC HEARING to receive comments on RESOLUTION 2016-12, a Minor General
Plan Amendment related to the proposed “Park Place” mixed-use development proposal to
be located at 16725 & 16845 E. Avenue of the Fountains. If approved, the amendment
would increase the maximum residential density in a mixed-use project in the downtown
area from 28 dwelling units per acre to 45 dwelling units per acre. (Case # GPA2016-01)
14. CONSIDERATION of RESOLUTION 2016-12, a Minor General Plan Amendment
related to the proposed “Park Place” mixed-use development proposal to be located at
16725 & 16845 E. Avenue of the Fountains. If approved, the amendment would increase
the maximum residential density in a mixed-use project in the downtown area from 28
dwelling units per acre to 45 dwelling units per acre. (Case # GPA2016-01)
15. CONSIDERATION of RESOLUTION 2016-13, a Development Agreement related to the
proposed “Park Place” mixed-use development proposal to be located at 16725 & 16845 E.
Avenue of the Fountains. (Case # DA2016-01)
16. CONSIDERATION of approving the FINAL REPLAT of 16845 E. Avenue of the
Fountains, AKA Plat 208, Block 7, Lot 5 (APN 176-25-561) into three lots labeled Lot 5A,
Lot 5B and Lot 5C. Case # S 2016-09
17. CONSIDERATION of approving the FINAL REPLAT of 16725 E. Avenue of the
Fountains, AKA Plat 208, Block 2, Lot 1 (APN 176-27-097) into two lots labeled Lot 1A
and Lot 1B. Case # S 2016-10
18. COUNCIL DISCUSSION/DIRECTION to the Town Manager.
Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future
agenda for action or (ii) directing staff to conduct further research and report back to the
Council:
i.) None.
19. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by
the Mayor, Individual Councilmembers, and the Town Manager.
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20. ADJOURNMENT.
DATED this 9th day of June, 2016.
Bevelyn J. Bender, Town Clerk
The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100
(voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this
meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council
with this agenda are available for review in the Clerk’s office.
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NOTICE OF THE EXECUTIVE AND
REGULAR SESSIONS
OF THE
FOUNTAIN HILLS TOWN COUNCIL
TIME: 5:00 P.M. – EXECUTIVE SESSION
(Executive Session will be held in the Fountain Conference Room - 2nd floor)
6:30 P.M. – REGULAR SESSION
WHEN: THURSDAY, JUNE 16, 2016
WHERE: FOUNTAIN HILLS COUNCIL CHAMBERS
16705 E. AVENUE OF THE FOUNTAINS, FOUNTAIN HILLS, AZ
Councilmembers of the Town of Fountain Hills will attend either in person or by telephone conference call; a quorum of the Town’s
various Commission, Committee or Board members may be in attendance at the Council meeting.
Notice is hereby given that pursuant to A.R.S. § 1-602.A.9, subject to certain specified statutory exceptions, parents have a right to
consent before the State or any of its political subdivisions make a video or audio recording of a minor child. Meetings of the Town
Council are audio and/or video recorded and, as a result, proceedings in which children are present may be subject to such recording.
Parents, in order to exercise their rights may either file written consent with the Town Clerk to such recording, or take personal
action to ensure that their child or children are not present when a recording may be made. If a child is present at the time a
recording is made, the Town will assume that the rights afforded parents pursuant to A.R.S. § 1-602.A.9 have been waived.
PROCEDURE FOR ADDRESSING THE COUNCIL
Anyone wishing to speak before the Council must fill out a speaker’s card and submit it to the Town Clerk
prior to Council discussion of that Agenda item. Speaker Cards are located in the Council Chamber
Lobby and near the Clerk’s position on the dais.
Speakers will be called in the order in which the speaker cards were received either by the Clerk or the
Mayor. At that time, speakers should stand and approach the podium. Speakers are asked to state their
name and whether or not they reside in Fountain Hills (do not provide a home address) prior to
commenting and to direct their comments to the Presiding Officer and not to individual Councilmembers.
Speakers’ statements should not be repetitive. If a speaker chooses not to speak when called, the speaker
will be deemed to have waived his or her opportunity to speak on the matter. Speakers may not (i)
reserve a portion of their time for a later time or (ii) transfer any portion of their time to another speaker.
If there is a Public Hearing, please submit the speaker card to speak to that issue during the Public
Hearing.
Individual speakers will be allowed three contiguous minutes to address the Council. Time limits may be
waived by (i) discretion of the Town Manager upon request by the speaker not less than 24 hours prior to
a Meeting, (ii) consensus of the Council at Meeting or (iii) the Mayor either prior to or during a Meeting.
Please be respectful when making your comments. If you do not comply with these rules, you will be
asked to leave.
Mayor Linda M. Kavanagh
Councilmember Dennis Brown Vice Mayor Henry Leger
Councilmember Nick DePorter Councilmember Alan Magazine
Councilmember Cassie Hansen Councilmember Cecil A. Yates
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EXECUTIVE SESSION AGENDA
CALL TO ORDER – Mayor Linda M. Kavanagh
1. ROLL CALL AND VOTE TO GO INTO EXECUTIVE SESSION: Pursuant to: (1)
A.R.S. § 38-431.03(A)(3), discussion or consultation for legal advice with the attorney or
attorneys of the public body, and (2) A.R.S. § 38-431.03(A)(4), discussion or consultation
with the attorneys of the public body in order to consider its position and instruct its attorneys
regarding the public body’s position regarding contracts that are the subject of negotiations,
in pending or contemplated litigation or in settlement discussions conducted in order to avoid
or resolve litigation (specifically, (i) the Park Place Development Agreement, and (ii) the
Americana Development - Development Agreement).
2. ADJOURNMENT.
REGULAR SESSION AGENDA
CALL TO ORDER AND PLEDGE OF ALLEGIANCE – Mayor Linda M. Kavanagh
INVOCATION – Rabbi Mendy Lipskier
ROLL CALL – Mayor Linda M. Kavanagh
MAYOR’S REPORT
i) None.
SCHEDULED PUBLIC APPEARANCES/PRESENTATIONS
i) Mayor Kavanagh may review RECENT EVENTS attended relating to Economic
Development.
ii) The MAYOR will read a PROCLAMATION declaring August 2016 Drowning
Impact Awareness Month in the Town of Fountain Hills.
CALL TO THE PUBLIC
Pursuant to A.R.S. §38-431-01(H), public comment is permitted (not required) on matters not listed on the
agenda. Any such comment (i) must be within the jurisdiction of the Council and (ii) is subject to
reasonable time, place, and manner restrictions. The Council will not discuss or take legal action on
matters raised during “Call to the Public” unless the matters are properly noticed for discussion and legal
action. At the conclusion of the call to the public, individual Councilmembers may (i) respond to criticism,
(ii) ask staff to review a matter or (iii) ask that the matter be placed on a future Council agenda.
CONSENT AGENDA ITEMS (1 – 9)
All items listed on the Consent Agenda are considered to be routine, non-controversial matters and will be
enacted by one motion and one roll call vote of the Council. All motions and subsequent approvals of
consent items will include all recommended staff stipulations unless otherwise stated. There will be no
separate discussion of these items unless a Councilmember or member of the public so requests. If a
Councilmember or member of the public wishes to discuss an item on the consent agenda, he/she may
request so prior to the motion to accept the Consent Agenda or with notification to the Town Manager or
Mayor prior to the date of the meeting for which the item was scheduled. The items will be removed from
the Consent Agenda and considered in its normal sequence on the Agenda.
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1. CONSIDERATION of approving the TOWN COUNCIL MEETING MINUTES from
May 19 and June 2, 2016.
2. CONSIDERATION of approving eight SPECIAL EVENT LIQUOR LICENSE
APPLICATIONS for the Fountain Hills and Lower Verde Valley Museum and Historical
Society (Jean Linzer) for events to be held at the Fountain Hills Community Center, on the
following dates and times: (i) August 13, 2016, from 3:00 PM to 10:00 PM; (ii) October 19,
2016 from 6:00 PM to 9:00 PM; (iii) November 16, 2016 from 6:00 PM to 9:00 PM; (iv)
December 21, 2016 from 6:00 PM to 9:00 PM; (v) January 18, 2017 from 6:00 PM to 9:00
PM; (vi) February 15, 2017 from 6:00 PM to 9:00 PM; (vii) March 29, 2017 from 6:00 PM
to 10:00 PM; and (viii) April 19, 2017 from 6:00 PM to 9:00 PM.
3. CONSIDERATION of approving a Budget Transfer from the General Government’s
FY2016-17 Contingency Fund to Community Services, in the amount of $93,454, for dog
park improvements.
4. CONSIDERATION of approving a Budget Transfer from the General Government’s
FY2016-17 Contingency Fund to Community Services, in the amount of $25,000, for the
Fourth of July Celebration.
5. CONSIDERATION of approving a PROFESSIONAL SERVICES AGREEMENT
(Contract #C2016-263) with Artistic Landscape, in the amount of $90,654, for
improvements to the dog park in Desert Vista Park.
6. CONSIDERATION of approving RESOLUTION 2016-14, the second amendment to the
Intergovernmental Agreement with the Maricopa County Library District relating to the
operation of the Town of Fountain Hills Branch Library.
7. CONSIDERATION of approving a PROFESSIONAL SERVICES AGREEMENT
(#C2017-002) with Power Tech Contracting, LLC, for traffic signal emergency on-call
services and call-out services, in an amount not to exceed $37,500.
8. CONSIDERATION of approving the Amendment No. 1 to the COOPERATIVE
PURCHASE AGREEMENT (#C2016-186) with Redburn Tire Company, for vehicle tires
and service, in an amount not to exceed $8,000.
REGULAR AGENDA
9. CONSIDERATION of APPOINTING one (1) citizen to serve on the Strategic Planning
Advisory Commission for a vacated term beginning June 16, 2016 and ending November 5,
2016.
10. CONSIDERATION of APPOINTING seven (7) citizens to the Sister Cities Advisory
Commission; three (3) citizens for a three (3) year term beginning June 16, 2016 and ending
on June 15, 2019, and four (4) citizens for a two (2) year term beginning June 16, 2016 and
ending on June 15, 2018.
11. PRESENTATION of the TOURISM PROGRAM and CONSIDERATION of a
TOURISM STRATEGIC PLAN for 2016 - 2019.
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12. CONSIDERATION of RESOLUTION 2016-08, levying upon the assessed valuation of
the property within the Town of Fountain Hills, subject to ad valorem taxation, a certain
sum upon each one hundred dollars ($100.00) of valuation sufficient to raise the amount
estimated to be required in the annual budget, specifically for the purpose of paying
principal and interest upon bonded indebtedness; all for the Fiscal Year beginning July 1,
2016, and ending June 30, 2017.
13. PUBLIC HEARING to receive comments on RESOLUTION 2016-12, a Minor General
Plan Amendment related to the proposed “Park Place” mixed-use development proposal to
be located at 16725 & 16845 E. Avenue of the Fountains. If approved, the amendment
would increase the maximum residential density in a mixed-use project in the downtown
area from 28 dwelling units per acre to 45 dwelling units per acre. (Case # GPA2016-01)
14. CONSIDERATION of RESOLUTION 2016-12, a Minor General Plan Amendment
related to the proposed “Park Place” mixed-use development proposal to be located at
16725 & 16845 E. Avenue of the Fountains. If approved, the amendment would increase
the maximum residential density in a mixed-use project in the downtown area from 28
dwelling units per acre to 45 dwelling units per acre. (Case # GPA2016-01)
15. CONSIDERATION of RESOLUTION 2016-13, a Development Agreement related to the
proposed “Park Place” mixed-use development proposal to be located at 16725 & 16845 E.
Avenue of the Fountains. (Case # DA2016-01)
16. CONSIDERATION of approving the FINAL REPLAT of 16845 E. Avenue of the
Fountains, AKA Plat 208, Block 7, Lot 5 (APN 176-25-561) into three lots labeled Lot 5A,
Lot 5B and Lot 5C. Case # S 2016-09
17. CONSIDERATION of approving the FINAL REPLAT of 16725 E. Avenue of the
Fountains, AKA Plat 208, Block 2, Lot 1 (APN 176-27-097) into two lots labeled Lot 1A
and Lot 1B. Case # S 2016-10
18. COUNCIL DISCUSSION/DIRECTION to the Town Manager.
Item(s) listed below are related only to the propriety of (i) placing such item(s) on a future
agenda for action or (ii) directing staff to conduct further research and report back to the
Council:
i.) None.
19. SUMMARY OF COUNCIL REQUESTS and REPORT ON RECENT ACTIVITIES by
the Mayor, Individual Councilmembers, and the Town Manager.
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20. ADJOURNMENT.
DATED this 9th day of June, 2016.
Bevelyn J. Bender, Town Clerk
The Town of Fountain Hills endeavors to make all public meetings accessible to persons with disabilities. Please call 480-816-5100
(voice) or 1-800-367-8939 (TDD) 48 hours prior to the meeting to request a reasonable accommodation to participate in this
meeting or to obtain agenda information in large print format. Supporting documentation and staff reports furnished the Council
with this agenda are available for review in the Clerk’s office.
fSp^^^^gr
SE«|;
DROWNING IMPACT AWARENESS MONTH
AUGUST 2016
WHEREAS,Drowning Impact Awareness month will raise awareness that
the number and impact of child drownings in Arizona affects everyone;
and
WHEREAS,the drowning incidents in Arizona take the lives of the
equivalent of a classroom of children each year;and
WHEREAS,a child drowning can happen to any family regardless of
education,race,or socio-economic background;and
WHEREAS,families can take simple steps to protect their children around
water to avoid the tragedy of the unnecessary loss of life;and
WHEREAS,water safety remains a priority for Arizona families,
communities,and government;and
WHEREAS,keeping children healthy and safe is the goal of the Fountain
Hills Rural/Metro Fire Department and other prevention institutions in
Arizona;and
WHEREAS,raising awareness will increase understanding and education
of effective ways to prevent drowning;
NOW,THEREFORE,I,Linda M.Kavanagh,Mayor of the Town of
Fountain of Hills,Arizona,do hereby proclaim the month of August 2016
as DROWNING IMPACT AWARENESS MONTH in Fountain Hills.
IN WITNESS WHEREOF,I have hereunto set my hand and caused to be
affixed the official seal of the Town of Fountain Hills,Maricopa County,
Arizona this 16th day ofJune, 2016.
Bevelyn J.Bender,,Town Clerk
IMi
JililL
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Consent Submitting Department:Administration
Staff Contact Information:Bevelyn J.Bender,Town Clerk;480-816-5115;bbender@fh.az.gov
Council Goal:
Strategic Values:Civic Responsibility C3 Solicit feedback in decision-making
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving the TOWN COUNCIL MEETING
MINUTES from May 19,2016 and June 2,2016.
Applicant:NA
Applicant Contact Information:
Property Location:
Related Ordinance,Policy or Guiding Principle:A.R.S.§38-431.01
Staff Summary (background):The intent of approving previous meeting minutes is to ensure an accurate
account of the discussion and action that took place at that meeting for archival purposes.Approved minutes
are placed on the Town's website in compliance with state law.
Risk Analysis (options or alternatives with implications):
Fiscal Impact (initial and ongoing costs;budget status):
Budget Reference (page number):
Funding Source:NA
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:NA
Recommendation(s)by Board(s)or Commission(s):
Staff Recommendation(s):Approve
List Attachment(s):None
SUGGESTED MOTION (for Council use):Move to approve the consent agenda as listed
Prepared by:Approved:
Bevelyn Bender,Town Clerk 6/7/2016 GfadyE.Miller,Town Manager 6/7/2016
Page 1 of 1
Arizona Department of Liquor Licenses and Control
800 W Washington 5th Floor
Phoenix,AZ 85007-2934
www.azliquor.gov
(602)542-5141
APPLICATION FOR SPECIAL EVENT LICENSE
Fee-$25.00 per day for 1-10 days (consecutive)
Cash Checks or Money Orders Only
FOR DLLC USE ONLY
Event Date(s):
Event time start/end:
CSR:
License:
A service fee of $25.00 will be charged for all dishonored checks (A.R.S. §44-6852)
IMPORTANT INFORMATION:This document must be fully completed or it will be returned.
The Department of Liquor Licenses and Control must receive this application ten (10)business days priorto the event.If the special
event will be held at a location without a permanent liquor license orif the event will be on any portion of a location that is not covered
by the existing liquor license,this application must be approved by the local government before submission to the Department of
Liquor Licenses and Control (see Section 15).
section i Name of organization:Fountain Hills and Lower Verde Valley Museum and Historical Society
SECTION 2 Non-Profit/IRS Tax Exempt Number:86-0670640
SECTION 3 The organization is a:(check one box only)
0Charitable[Z]Fraternal (must have regular membership and havebeen in existence for over five (5)years)
CDReligious QCivic (Rotary,College Scholarship)[^Political Party,Ballot Measure or Campaign Committee
SECTION 4 Will this event be heldona currently licensed premise and within the alreadyapproved premises?riYes 0No
Name of Business License Number Phone (include Area Code)
SECTION 5 Howisthis special event going to conduct all dispensing,serving,and sellingof spirituousliquors?Please read R-19-
318 for explanation (look in special event planning guide)and check one of the following boxes.
[ZlPlace license in non-use
E]Dispense and serve all spirituous liquors under retailer's license
0Dispense and serve all spirituous liquors underspecialevent
EUSplit premise betweenspecialeventand retail location
OF NQL USING RETAIL LICENSE,SUBMIT A LETTER OF AGREEMENT FROM THE AGENT/OWNER OF THE LICENSED PREMISE TO SUSPEND THE
UCENSE DURING THE EVENT.IF THE SPECIAL EVENT IS ONLY USINGA PORTION OF PREMISE,AGENT/OWNER WILL NEED TO SUSPEND THAT
PORTION OF THE PREMISE.)
SECTION 6 What is the purpose of this event?EDOn-site consumption Doff-site (auction)PlBoth
section 7 Location of the Event:Fountain Hills Community Center
Address of Location:13001 N.La Montana Blvd.Fountain Hills,Maricopa,Arizona 85268
Street Oty COUNTY State Zip
SECTION 8 Will this be stacked with a wine festival/craft distiller festival?DYes 0No
SECTION9 Applicant must be a member of the qualifying organization and authorized by an Officer,Director or Chairperson
of the Organization named in Section 1.(Authorizing signature is required in Section 13.)
.Linzer1.Applicant:
Last First
2.Applicant's mailing address:E.Glenpoint Drive
Jean
Street
3.Applicant's home/cell phone:
4.Applicant's email address:
Middle
Fountain Hills
Date of Birth
Arizona 85268
City State Zip
.Applicant's business phone:
3/1/2016 Page 1 of 4
Individuals requiring ADA accommodations call (602)542-9027.
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TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Consent Submitting Department:Community Services
Staff Contact Information:Mark Mayer,mmayer@fh.az.gov,480 816-5190
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):Consideration of approving the following Budget Transfers:
1)$93,454 from the General Government's 2016-2017 Contingency to Community Services for improvements to the dog
park.
2)$25,000 from the General Government's 2016-2017 Contingency to Community Services for the Fourth of July
Celebration.
Applicant:
Applicant Contact Information:
Owner:
Owner Contact Information:
Property Location:
Related Ordinance,Policy or Guiding Principle:
Staff Summary (background):1)Staff had anticipated being able to utilize funds that were transferred in the
current year budget to cover the improvements to Desert Vista Park.However,there is not sufficient time left
in the current fiscal year to complete this project prior to the July 1,2016 start of the next fiscal year.
Accordingly,the request has now been made for funds to be available for a contract for Artistic to include this
work in the fiscal 2016-17 budget thru a transfer.
Work will include resodding the turf areas and putting additional granite in areas where it is thin.The dog park
will need to be closed for the repairs and to allow the sod to take root,which is anticipated to be 8 weeks from
the start date.Appropriate signage will be placed at the site in advance of the work and in the media about the
closure.The work will consist of the following:
Application of Post-Emergent herbicide to existing turf
Using sod cutter,remove top layer of existing grass area which is 118,000 sq ft and final grade,prep using
exising on site soil to accept new Mid-Iron turf
Install and provide 118,000 sq ft of Mid-Iron sod
Irrigation repairs are to be billed at a separate cost
Providematchinggranite and top dress granite around the dog park areas.Total including taxes $90,654.00
Page 1 of 3
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Consent Submitting Department:Community Services
Staff Contact Information:Mark Mayer -mmayer@fh.az.gov
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):Consideration of approving Professional Services Agreement (Contract
#C2016-263)with Artistic Land Management in the amount of $90,654 for improvements to the dog park at Desert Vista
Park.
Applicant:
Applicant Contact Information:N/A
Owner:Town of Fountain Hills
Owner Contact Information:N/A
Property Location:Desert Vista Park on Tioga Drive
Related Ordinance,Policy or Guiding Principle:N/A
Staff Summary (background):Staff had anticipated being able to utilize funds that were transferred in the
current year budget to cover the improvements to Desert Vista Park.However,there is not sufficient time left
in the current fiscal year to complete this project prior to the July 1,2016 start of the next fiscal year.
Accordingly,the request has now been made for funds to be available for a contract for Artistic to include this
work in the fiscal 2016-17 budget thru a transfer.
Work will include resodding the turf areas and putting additional granite in areas where it is thin.The dog park
will need to be closed for the repairs and to allow the sod to take root, which is anticipated to be 8 weeks from
the start date.Appropriate signage will be placed at the site in advance of the work and in the media about the
closure.The work will consist of the following:
Application of Post-Emergent herbicide to existing turf
Using sod cutt,remove top layer of existing grass area which is 118,000 sq ft and final grade,prep using
exising on site soil to accept new Mid-Iron turf
Install and provide 118,000 sq ft of Mid-Iron sod
Irrigation repairs are to be billed at a separate cost
Provide matching granite and top dress granite around the dog park areas
Total including taxes $90,654.00
Risk Analysis (options or alternatives with implications):N/A
Page 1 of 2
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Consent Submitting Department:Public Works
Staff Contact Information:Justin T.Weldy,Street Superintendent
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving Professional Services Agreement
C2017-002 with Power Tech Contracting,LLC for traffic signal emergency on-call services and call-out services in an
amount not to exceed $37,500.
Applicant:NA
Applicant Contact Information:NA
Owner:NA
Owner Contact Information:NA
Property Location:NA
Related Ordinance,Policy or Guiding Principle:NA
Staff Summary (background):The Town currently has one traffic signal technician to perform traffic signal
maintenance and to be on-call two weeks per month. Due to staffing limitations the Town previously entered
into an Intergovernmental agreement (IGA)with the City of Scottsdale to provide emergency on-call services
two weeks per month and additional call-out maintenance if needed.This IGA expires on June 30, 2016 and
the City of Scottsdale has elected not to renew the agreement.
Staff solicited quotes for services from three qualified vendors per the Town's procurement policy.Power Tech
Contracting was found to have the lowest response.The Professional Services Agreement with Power Tech
Contracting will insure uninterrupted emergency on-call traffic signal service.
Risk Analysis (options or alternatives with implications):
Fiscal Impact (initial and ongoing costs;budget status):$27,500 for on-call services and $10,000 for call-out
services for a total not to exceed $37,500.
Budget Reference (page number):273
Funding Source:Hurf Fund
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:Yes
Recommendation(s)by Board(s)or Commission(s):NA
Page 1 of 2
Contract No. C2017-002
2675695.1
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
POWER TECH CONTRACTING, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered into
as of June 16, 2016, between the Town of Fountain Hills, an Arizona municipal corporation (the
“Town”), and Power Tech Contracting, LLC, an Arizona limited liability company (the
“Contractor”).
RECITALS
A. The Town’s intergovernmental agreement (“IGA”) with the City of Scottsdale for
traffic signal on-call and call-out services (the “Services”) will expire on June 30, 2016, and will
not be renewed.
B. Town staff reached out to other municipalities, and when a replacement IGA
could not be obtained, bids were solicited.
C. Contractor’s responding bid is the most advantageous for the Town.
D. The Town and the Contractor desire to enter into this Agreement for the purpose
of (i) establishing the terms and conditions by which the Contractor may provide the Town with
the Services, as more particularly set forth in Section 2 below and (ii) setting the maximum
amount to be expended pursuant to this Agreement related to the Services.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date first set
forth above and shall remain in full force and effect until June 30, 2017, unless terminated as
otherwise provided in this Agreement.
2. Scope of Work. Contractor shall provide the Services as set forth in the Scope of
Work, attached hereto as Exhibit A and incorporated herein by reference.
3. Compensation. The Town shall pay Contractor an amount not to exceed
$27,500.00 for on-call Services and $10,000 for call-out Services at the rates set forth in the
Price Sheet, attached hereto as Exhibit B and incorporated herein by reference. The maximum
aggregate amount for this Agreement shall not exceed $37,500.00.
2675695.1
2
4. Billing and Payment.
4.1 Contractor shall submit to the Town’s Street Superintendent one invoice
between the 1st and the 15th day each month for Services completed during the previous month.
The invoice must reference this contract number, include a list of each work order completed, by
number, and the cost of each.
4.2 The Street Superintendent will, within 30 days after receipt of each
invoice, either indicate in writing his approval of payment and forward for processing or return
the invoice to the Contractor indicating in writing his reasons for refusing to approve the invoice.
In the latter case, the Contractor shall make the necessary corrections and resubmit the invoice.
The Town will forward the payment for processing within 30 days of approval of the invoice.
5. Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the Town pursuant to this Agreement shall be the property of the
Town.
6. Contractor Personnel. Contractor shall provide adequate, experienced personnel,
capable of and devoted to the successful performance of the Services under this Agreement.
Contractor agrees to assign specific individuals to key positions. Contractor agrees that, upon
commencement of the Services to be performed under this Agreement, key personnel shall not
be removed or replaced without prior written notice to the Town. If key personnel are not
available to perform the Services for a continuous period exceeding 30 calendar days, or are
expected to devote substantially less effort to the Services than initially anticipated, Contractor
shall immediately notify the Town of same and shall, subject to the concurrence of the Town,
replace such personnel with personnel possessing substantially equal ability and qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptance
by the Town at reasonable times during Contractor’s performance. The Contractor shall provide
and maintain a self-inspection system that is acceptable to the Town.
8. Licenses; Materials. Contractor shall maintain in current status all federal, state
and local licenses and permits required for the operation of the business conducted by the
Contractor. The Town has no obligation to provide Contractor, its employees or subcontractors
any business registrations or licenses required to perform the specific services set forth in this
Agreement. The Town has no obligation to provide tools, equipment or material to Contractor.
9. Performance Warranty. Contractor warrants that the Services rendered will
conform to the requirements of this Agreement and to the highest professional standards in the
field.
10. Indemnification. To the fullest extent permitted by law, the Contractor shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof (the Town and any such person being herein called an “Indemnified Party”), for,
from and against any and all losses, claims, damages, liabilities, costs and expenses (including,
but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings)
to which any such Indemnified Party may become subject, under any theory of liability
2675695.1
3
whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out
of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or
omissions, in connection with the work or services of the Contractor, its officers, employees,
agents, or any tier of subcontractor in the performance of this Agreement. The amount and type
of insurance coverage requirements set forth below will in no way be construed as limiting the
scope of the indemnity in this Section.
11. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Contractor, Contractor shall purchase and maintain, at its own expense,
hereinafter stipulated minimum insurance with insurance companies authorized to do
business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with
an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the Town.
Failure to maintain insurance as specified herein may result in termination of this
Agreement at the Town’s option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Contractor. The Town reserves the right to review any and all of the insurance policies
and/or endorsements cited in this Agreement, but has no obligation to do so. Failure to
demand such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Contractor
from, nor be construed or deemed a waiver of, its obligation to maintain the required
insurance at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers’
Compensation insurance and Professional Liability insurance, if applicable, shall name,
to the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees as Additional Insured as specified under the respective coverage sections of
this Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town, unless specified otherwise in this Agreement.
E. Primary Insurance. Contractor’s insurance shall be primary
insurance with respect to performance of this Agreement and in the protection of the
Town as an Additional Insured.
F. Claims Made. In the event any insurance policies required by this
Agreement are written on a “claims made” basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
2675695.1
4
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force
and contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery
(subrogation) against the Town, its agents, representatives, officials, officers and
employees for any claims arising out of the work or services of Contractor. Contractor
shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies
set forth in these requirements may provide coverage that contains deductibles or self-
insured retention amounts. Such deductibles or self-insured retention shall not be
applicable with respect to the policy limits provided to the Town. Contractor shall be
solely responsible for any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Contractor shall execute written agreements with its
subcontractors containing the indemnification provisions set forth in this Section and
insurance requirements set forth herein protecting the Town and Contractor. Contractor
shall be responsible for executing any agreements with its subcontractors and obtaining
certificates of insurance verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Contractor will provide the Town with suitable evidence of
insurance in the form of certificates of insurance and a copy of the declaration page(s) of
the insurance policies as required by this Agreement, issued by Contractor’s insurance
insurer(s) as evidence that policies are placed with acceptable insurers as specified herein
and provide the required coverages, conditions and limits of coverage specified in this
Agreement and that such coverage and provisions are in full force and effect.
Confidential information such as the policy premium may be redacted from the
declaration page(s) of each insurance policy, provided that such redactions do not alter
any of the information required by this Agreement. The Town shall reasonably rely upon
the certificates of insurance and declaration page(s) of the insurance policies as evidence
of coverage but such acceptance and reliance shall not waive or alter in any way the
insurance requirements or obligations of this Agreement. If any of the policies required
by this Agreement expire during the life of this Agreement, it shall be Contractor’s
responsibility to forward renewal certificates and declaration page(s) to the Town 30 days
prior to the expiration date. All certificates of insurance and declarations required by this
Agreement shall be identified by referencing this Agreement. A $25.00 administrative
fee shall be assessed for all certificates or declarations received without a reference to this
Agreement. Additionally, certificates of insurance and declaration page(s) of the
insurance policies submitted without referencing this Agreement will be subject to
rejection and may be returned or discarded. Certificates of insurance and declaration
page(s) shall specifically include the following provisions:
2675695.1
5
(1) The Town, its agents, representatives, officers, directors,
officials and employees are Additional Insureds as follows:
(a) Commercial General Liability – Under Insurance
Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b) Auto Liability – Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability – Follow Form to underlying
insurance.
(2) Contractor’s insurance shall be primary insurance with
respect to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers’ Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising
out of work or services performed by Contractor under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the
phrases in the cancellation provision “endeavor to” and “but failure to mail such
notice shall impose no obligation or liability of any kind upon the company, its
agents or representatives” shall be deleted. Certificate forms other than ACORD
form shall have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Contractor shall maintain
“occurrence” form Commercial General Liability insurance with an unimpaired limit of
not less than $1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate and a $2,000,000 General Aggregate Limit. The policy
shall cover liability arising from premises, operations, independent contractors, products-
completed operations, personal injury and advertising injury. Coverage under the policy
will be at least as broad as ISO policy form CG 00 010 93 or equivalent thereof,
including but not limited to, separation of insured’s clause. To the fullest extent allowed
by law, for claims arising out of the performance of this Agreement, the Town, its agents,
representatives, officers, officials and employees shall be cited as an Additional Insured
under ISO, Commercial General Liability Additional Insured Endorsement form CG 20
10 03 97, or equivalent, which shall read “Who is an Insured (Section II) is amended to
include as an insured the person or organization shown in the Schedule, but only with
respect to liability arising out of “your work” for that insured by or for you.” If any
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess
insurance shall be “follow form” equal or broader in coverage scope than underlying
insurance.
2675695.1
6
B. Vehicle Liability. Contractor shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Contractor’s owned,
hired and non-owned vehicles assigned to or used in the performance of the Contractor’s
work or services under this Agreement. Coverage will be at least as broad as ISO
coverage code “1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the
fullest extent allowed by law, for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees shall be cited as an Additional Insured under ISO Business Auto policy
Designated Insured Endorsement form CA 20 48 or equivalent. If any Excess insurance
is utilized to fulfill the requirements of this subsection, such Excess insurance shall be
“follow form” equal or broader in coverage scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Contractor engages in any professional services or
work adjunct or residual to performing the work under this Agreement, the Contractor
shall maintain Professional Liability insurance covering negligent errors and omissions
arising out of the Services performed by the Contractor, or anyone employed by the
Contractor, or anyone for whose negligent acts, mistakes, errors and omissions the
Contractor is legally liable, with an unimpaired liability insurance limit of $2,000,000
each claim and $2,000,000 annual aggregate.
D. Workers’ Compensation Insurance. Contractor shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Contractor’s employees engaged in the performance of
work or services under this Agreement and shall also maintain Employers Liability
Insurance of not less than $500,000 for each accident, $500,000 disease for each
employee and $1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town.
12. Termination; Cancellation.
12.1 For Town’s Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Contractor of written notice
by the Town. Upon termination for convenience, Contractor shall be paid for all undisputed
services performed to the termination date.
12.2 For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event
of such default, the non-defaulting party may terminate this Agreement immediately for cause
and will have all remedies that are available to it at law or in equity including, without limitation,
the remedy of specific performance. If the nature of the defaulting party’s nonperformance is
such that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
2675695.1
7
commences to cure its nonperformance and thereafter diligently continues to completion the cure
of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of
such termination for cause, payment shall be made by the Town to the Contractor for the
undisputed portion of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days’ written notice to Contractor in the event that the Services are permanently
abandoned. In the event of such termination due to work stoppage, payment shall be made by
the Town to the Contractor for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further
obligations by the Town or any of its departments or agencies if any person significantly
involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the
Town or any of its departments or agencies is, at any time while this Agreement or any extension
of this Agreement is in effect, an employee of any other party to this Agreement in any capacity
or a Contractor to any other party of this Agreement with respect to the subject matter of this
Agreement.
12.5 Gratuities. The Town may, by written notice to the Contractor, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Contractor or any
agent or representative of the Contractor to any officer, agent or employee of the Town for the
purpose of securing this Agreement. In the event this Agreement is canceled by the Town
pursuant to this provision, the Town shall be entitled, in addition to any other rights and
remedies, to recover and withhold from the Contractor an amount equal to 150% of the gratuity.
12.6 Agreement Subject to Appropriation. The Town is obligated only to pay
its obligations set forth in this Agreement as may lawfully be made from funds appropriated and
budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations
under this Agreement are current expenses subject to the “budget law” and the unfettered
legislative discretion of the Town concerning budgeted purposes and appropriation of funds.
Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this
Agreement shall be deemed terminated at the end of the then-current fiscal year term for which
such funds were appropriated and budgeted for such purpose and the Town shall be relieved of
any subsequent obligation under this Agreement. The parties agree that the Town has no
obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations
set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which
this Agreement is executed and delivered. The Town shall be the sole judge and authority in
determining the availability of funds for its obligations under this Agreement. The Town shall
keep Contractor informed as to the availability of funds for this Agreement. The obligation of
the Town to make any payment pursuant to this Agreement is not a general obligation or
indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim
against the Town from or relating in any way to the Town’s termination of this Agreement
pursuant to this section.
2675695.1
8
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee
or agent of the other for any purpose whatsoever. The Contractor acknowledges and agrees that
the Services provided under this Agreement are being provided as an independent contractor, not
as an employee or agent of the Town. Contractor, its employees and subcontractors are not
entitled to workers’ compensation benefits from the Town. The Town does not have the
authority to supervise or control the actual work of Contractor, its employees or subcontractors.
The Contractor, and not the Town, shall determine the time of its performance of the services
provided under this Agreement so long as Contractor meets the requirements of its agreed Scope
of Work as set forth in Section 2 above. Contractor is neither prohibited from entering into other
contracts nor prohibited from practicing its profession elsewhere. Town and Contractor do not
intend to nor will they combine business operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in the
Maricopa County, Arizona.
13.3 Laws and Regulations. Contractor shall keep fully informed and shall at
all times during the performance of its duties under this Agreement ensure that it and any person
for whom the Contractor is responsible abides by, and remains in compliance with, all rules,
regulations, ordinances, statutes or laws affecting the Services, including, but not limited to, the
following: (A) existing and future Town and County ordinances and regulations, (B) existing and
future State and Federal laws and (C) existing and future Occupational Safety and Health
Administration standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Contractor.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were
included herein and, if through mistake or otherwise any such provision is not inserted, or is not
correctly inserted, then upon the application of either party, this Agreement will promptly be
physically amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
13.7 Relationship of the Parties. It is clearly understood that each party will act
in its individual capacity and not as an agent, employee, partner, joint venturer, or associate of
the other. An employee or agent of one party shall not be deemed or construed to be the
employee or agent of the other for any purpose whatsoever. The Contractor is advised that taxes
2675695.1
9
or Social Security payments will not be withheld from any Town payments issued hereunder and
Contractor agrees to be fully and solely responsible for the payment of such taxes or any other
tax applicable to this Agreement.
13.8 Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain
meaning, and no presumption shall be deemed to apply in favor of, or against the party drafting
this Agreement. The parties acknowledge and agree that each has had the opportunity to seek
and utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.9 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Contractor without prior, written permission of the Town signed by the
Town Manager and no delegation of any duty of Contractor shall be made without prior, written
permission of the Town signed by the Town Manager. Any attempted assignment or delegation
by Contractor in violation of this provision shall be a breach of this Agreement by Contractor.
13.10 Subcontracts. No subcontract shall be entered into by the Contractor with
any other party to furnish any of the material or services specified herein without the prior
written approval of the Town. The Contractor is responsible for performance under this
Agreement whether or not subcontractors are used. Failure to pay subcontractors in a timely
manner pursuant to any subcontract shall be a material breach of this Agreement by Contractor.
13.11 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or
the Town’s acceptance of and payment for services, shall not release the Contractor from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.12 Attorneys’ Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’
fees and reasonable costs and expenses, determined by the court sitting without a jury, which
shall be deemed to have accrued on the commencement of such action and shall be enforced
whether or not such action is prosecuted through judgment.
13.13 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
2675695.1
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13.14 Offset.
A. Offset for Damages. In addition to all other remedies at law or
equity, the Town may offset from any money due to the Contractor any amounts
Contractor owes to the Town for damages resulting from breach or deficiencies in
performance or breach of any obligation under this Agreement.
B. Offset for Delinquent Fees or Taxes. The Town may offset from
any money due to the Contractor any amounts Contractor owes to the Town for
delinquent fees, transaction privilege taxes and property taxes, including any interest or
penalties.
13.15 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 (A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below or (C) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: GUST ROSENFELD P.L.C.
One East Washington Street, Suite 1600
Phoenix, Arizona 85004-2553
Attn: Andrew J. McGuire
If to Contractor: Power Tech Contracting, LLC
25008 South 180th Street
Gilbert, Arizona 85298
Attn: Timothy R. Conway
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 subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (C) 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. 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.
13.16 Confidentiality of Records. The Contractor shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
2675695.1
11
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Contractor’s duties under this Agreement. Persons
requesting such information should be referred to the Town. Contractor also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Contractor as needed for the performance of duties under this Agreement.
13.17 Records and Audit Rights. To ensure that the Contractor and its
subcontractors are complying with the warranty under subsection 13.18 below, Contractor’s and
its subcontractors’ books, records, correspondence, accounting procedures and practices, and any
other supporting evidence relating to this Agreement, including the papers of any Contractor and
its subcontractors’ employees who perform any work or services pursuant to this Agreement (all
of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to
audit and/or reproduction during normal working hours by the Town, to the extent necessary to
adequately permit (A) evaluation and verification of any invoices, payments or claims based on
Contractor’s and its subcontractors’ actual costs (including direct and indirect costs and overhead
allocations) incurred, or units expended directly in the performance of work under this
Agreement and (B) evaluation of the Contractor’s and its subcontractors’ compliance with the
Arizona employer sanctions laws referenced in subsection 13.18 below. To the extent necessary
for the Town to audit Records as set forth in this subsection, Contractor and its subcontractors
hereby waive any rights to keep such Records confidential. For the purpose of evaluating or
verifying such actual or claimed costs or units expended, the Town shall have access to said
Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement
for the duration of the work and until three years after the date of final payment by the Town to
Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town
with adequate and appropriate workspace so that the Town can conduct audits in compliance
with the provisions of this subsection. The Town shall give Contractor or its subcontractors
reasonable advance notice of intended audits. Contractor shall require its subcontractors to
comply with the provisions of this subsection by insertion of the requirements hereof in any
subcontract pursuant to this Agreement.
13.18 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT.
§ 41-4401, the Contractor and its subcontractors warrant compliance with all federal immigration
laws and regulations that relate to their employees and their compliance with the E-verify
requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to
comply with such warranty shall be deemed a material breach of this Agreement and may result
in the termination of this Agreement by the Town.
13.19 Conflicting Terms. In the event of any inconsistency, conflict or
ambiguity among the terms of this Agreement, the Scope of Work or the Fee Proposal, the
documents shall govern in the order listed herein.
13.20 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
13.21 Cooperative Purchasing. Specific eligible political subdivisions and
nonprofit educational or public health institutions (“Eligible Procurement Unit(s)”) are permitted
2675695.1
12
to utilize procurement agreements developed by the Town, at their discretion and with the
agreement of the awarded Contractor. Contractor may, at its sole discretion, accept orders from
Eligible Procurement Unit(s) for the purchase of the Services at the prices and under the terms
and conditions of this Agreement, in such quantities and configurations as may be agreed upon
between the parties. All cooperative procurements under this Agreement shall be transacted
solely between the requesting Eligible Procurement Unit and Contractor. Payment for such
purchases will be the sole responsibility of the Eligible Procurement Unit. The exercise of any
rights, responsibilities or remedies by the Eligible Procurement Unit shall be the exclusive
obligation of such unit. The Town assumes no responsibility for payment, performance or any
liability or obligation associated with any cooperative procurement under this Agreement. The
Town shall not be responsible for any disputes arising out of transactions made by others.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Grady E. Miller, Town Manager
ATTEST:
Bevelyn J. Bender, Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2016, before me personally appeared Grady E. Miller, the
Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
be, and acknowledged that he signed the above document, on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
"Contractor"
POWER TECH CONTRACTING,LLC,
an Arizona limited liability company
3
/<**J
By:.
Name:Timothy R Conway
Title:President of Lighting Services
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
)ss.
COUNTY OF MARICOPA )
On G.-r)2016,before me personally appeared jIQnOTtvh K-t.O t^&
the C&cdmzJ&c 3-of POWER TECH CONTRACTING,LLC,an Arizona limited
iability company,whose identity was proven to me on the basis of satisfactory evidence to be
the personwho he/sheclaimsto be,and acknowledgedthat he/she signedthe abovedocumenton
behalf of the limited liability company.
H
(Affix notary seal here)
iffili rtfhirifrmilfti -1,.*2Se»
2675695.
CHERYL JOVNT
Notary PuUfic •Arizona
Maricopa County
My Comm.Expires Mar 16,201 £
m> w wmn *»w w w
Lmk±S (^hkpJl
Notary Puplic {/
13
2675695.1
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
POWER TECH CONTRACTING, LLC
[Scope of Work]
See following pages.
2675695.1
SCOPE OF WORK
1. General Scope of Work.
1.1 Contractor shall provide 26 weeks of on-call Services annually to the Town at the
monthly rate indicated on the Price Sheet, attached hereto as Exhibit B and
incorporated herein by reference. These on-call Services are intended to be one
week on/one week off throughout the year and are indicated on the calendar
attached hereto as Attachment 1 and incorporated herein by reference.
1.2 Contractor shall perform emergency repairs at the hourly rate indicated on the
Price Sheet. A minimum of two hours may be invoiced for each emergency call.
Contractor will be selected based upon the monthly/annual on-call Services cost.
1.3 One traffic signal technician must respond to each call unless the nature of the
problem requires more than one. The technician(s) must hold the minimum
IMSA certifications to perform the Services and be familiar with the following
equipment:
A. Controllers: Econolite ASC/3-2100
B. Power supplies: Econolite made by EDI
C. Malfunction Monitor Units (MMU): Econolite made by EDI
D. Cabinets: Econolite TS2-Type 1 plug and go
E. Video detection: Iteris (this includes cameras and video cards in the
cabinet)
F. Pre-emption: GTT (Global Traffic Technologies) under the brand name of
Opti-com
1.4 Contractor must provide and maintain a 24 hour continuous, one-number
telephone answering service. Contractor must notify the Town at least one week
prior to any change of the telephone number.
1.5 Contractor must have all equipment necessary to perform the Services. The Town
will supply all required parts or replace any parts supplied by the Contractor.
2. Emergency Services and Repairs; Unscheduled Services.
2.1 Contractor shall perform emergency repairs and unscheduled Services due to
malfunctions and failures of traffic control systems which include, but are not
limited to, the following:
A. Repairs to controller or cabinet.
2675695.1
2
B. Repair or replacement of knocked-down poles (i.e., mast arm pole,
pedestal, other).
C. Repairs to street light luminaries mounted on traffic signal poles.
D. Additional repairs or maintenance requested by the Town, related to the
scope of this Agreement.
2.2 All malfunctions and failures of traffic control equipment reported to the
Contractor by the Town will be considered an emergency. The Contractor must
arrive at the site within two hours from receipt of the call.
2.3 Unscheduled repair on traffic control equipment must be completed by Contractor
within three working days from receipt of call.
2.4 Contractor shall have equipment removed for repairs completed within 14
calendar days (includes pickup and delivery).
3. Preventative Maintenance Services. Contractor will perform the following Services on
an as-needed basis when requested in writing by the Town, at the hourly rate provided by
Contractor on the Price Sheet. The delivery schedule for these services will be mutually
agreed upon between the parties.
3.1 Signal Maintenance (Intersections):
A. Re-lamp signal indications.
B. Clean lens and reflectors.
C. Check head alignment.
D. Paint and service poles, mast arms and control cabinets.
3.2 Signal Maintenance (Inspections): Inspect signals for proper operation of detector
loops, pedestrian pushbuttons, luminaries, head alignment, etc.
3.3 Major Equipment Repair:
A. Follow up on trouble calls.
B. Signal head replacements.
C. Pole wire runs.
D. Old foundation removal.
2675695.1
3
3.4 Minor Equipment Repair: Repair walk/don't walk units, pedestrian pushbuttons,
visors, back plates, pole and signal hardware, pull boxes, etc.
3.5 Underground Rewiring Projects:
A. Underground wire replacement.
B. Pull-box replacement.
C. Conduit repair.
3.6 Loop Installations: Replace damaged detector loops and install new vehicle
counter loops.
3.7 Cabinet Maintenance:
A. Test conflict monitor with ATSI tester for proper operation.
B. Dust and vacuum cabinet, change air filter and exterminate insects in
cabinet, if needed.
C. Check timing in controller with timing sheet.
D. Check operation of detection types, loops, video, wireless.
E. Caulk cabinet if necessary.
F. Check setting at thermostat and operation of exhaust fan.
G. Lubricate cabinet locks and doors, if needed.
H. Check operation of stop time switch.
I. Check incoming voltage to cabinet.
J. Check incoming current to cabinet with amp-probe.
K. Check voltage at 24-volt power supply.
L. Change or repair malfunctioning devices, as required.
M. Field check/repair pedestrian push buttons for proper operation.
N. Test pre-emption selector switch at input rack for proper operation.
O. Visually inspect wire and termination for proper torque at all terminals.
2675695.1
4
P. Test GFCI receptacle for proper operation.
Q. Visually inspect all indication for alignment and outages.
R. Visually inspect loops for exposed wire.
S. Inspect for proper sealant coverage.
3.8 Pre-Emption Maintenance:
A. Physically test optical detector inputs for every approach with strobe
generator.
B. Change or repair malfunctioning devices in cabinet, as required.
C. Change or repair malfunctioning optical receivers on signal mast arms at a
later date with maintenance crew.
3.9 School Flasher Configuration/Maintenance:
A. Program each school flasher location with proper timing as provided by
Fountain Hills Unified School District No. 98 each year.
B. Check school flashers at all locations for proper operation.
C. Change or repair malfunctioning devices in cabinet and indications, as
needed.
D. For solar power school locations:
1. Check solar output for proper charging voltage.
2. Check voltage regulator for proper charging voltage to battery.
3. Check physical condition of battery, proper load capacity and
voltage output.
4. Clean solar panel and cabinet, as needed.
3.10 Uninterrupted Power Supply:
A. Check alarm/events on UPS unit.
B. Verify AC input and incoming current to unit.
C. Inspect batteries for any anomalies, such as bulges, leakage and other
damages.
2675695.1
5
D. Visually inspect for burned wires and loose terminals on battery lugs.
E. Verify proper operation of exhaust fan and thermostat setting.
F. Vacuum and clean; replace air filter, as needed.
G. Test each battery for proper VDC and load test each battery to verify
proper charge.
H. Turn off AC power at main disconnect to test full operation of UPS.
Allow test to run 30+ minutes. While on battery pack, technician shall test
for proper voltage output to traffic cabinet. Restore commercial power
after all tests are complete.
4. Intersections with Traffic Control Signals in the Town.
4.1 Contractor will service the following intersections under this Agreement:
A. Eagle Mountain Boulevard and Shea Boulevard.
B. Palisades Boulevard and Shea Boulevard.
C. Fountain Hills Boulevard and Shea Boulevard.
D. Technology Drive and Shea Boulevard.
E. Center Lane and Shea Boulevard.
F. Saguaro Boulevard and Shea Boulevard.
G. Saguaro Boulevard and El Lago Boulevard.
H. Saguaro Boulevard and Palisades Boulevard.
I. Saguaro Boulevard and Grande Boulevard.
J. Palisades Boulevard and Avenue of the Fountains.
K. Palisades Boulevard and Fountain Hills Boulevard.
L. Sunridge Drive and Palisades Boulevard.
M. Fountain Hills Boulevard and El Lago Boulevard.
4.2 The Town may install traffic control signals at additional intersections in the
future, which will also be covered by this Agreement after the installation is
2675695.1
6
complete. The Town will notify the Contractor of newly-installed traffic signal
equipment within 10 working days of acceptance by the Town.
4.3 Contractor shall maintain a permanent log, which will be provided by the Town,
for each traffic control equipment location. The log must be signed and dated,
along with the time of day, after each unscheduled emergency repair has been
completed.
4.4 The Town will provide Contractor with timing sheets and phasing diagrams for
each traffic signal.
5. Equipment Requirements. The Contractor shall maintain service trucks that are capable
of providing safe accessibility to and rapid maintenance or repair, as necessary, of
controller cabinets, poles, detector loops and accessories. Service trucks must be
equipped with the necessary test equipment, harnesses and tools to provide on-site repair
or maintenance for immediate correction of any hazardous condition or malfunction.
6. Materials, Parts and Units.
6.1 Only materials, parts and units supplied or recommended by the manufacturers of
the traffic control equipment will be used in the repair and maintenance of the
equipment.
6.2 If no specific material, part or item is recommended by the manufacturer, or if the
material, part or unit cannot be located locally, the material, part or unit used will
be as prescribed by either the Institute of Transportation Engineers, the
International Municipal Signal Association, the Town or all three. In the event of
a conflict, the Town will make a determination as to what material, part or unit
will be used.
6.3 Classifications of traffic control equipment used, required, or maintained will be
by use of the part numbers supplied by the manufacturer of the equipment or by
commonly known terms used by the Institute of Transportation Engineers, or
both. No other classifications of material, parts, or units will be used.
2675695.1
ATTACHMENT 1
TO
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
POWER TECH CONTRACTING, LLC
[July 2016 through June 2017 Contractor On-Call Calendar]
See following page.
July 2016 August 2016 September 2016
Su Mo Tu We Th Fr Sa
12
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31
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123456
78910111213
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28 29 30 31
Su Mo Tu We Th Fr Sa
123
45678910
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29 30
October 2016 November 2016 December 2016
Su Mo Tu We Th Fr Sa
1
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9 101112131415
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30 31
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12345
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30
Su Mo Tu We Th Fr Sa
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January 2017 February 2017 March 2017
Su Mo Tu We Th Fr Sa
1234567
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29 30 31
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Su Mo Tu We Th Fr Sa
1234
567891011
12 13 14 15 16 17 18
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26 27 28 29 30 31
April 2017 May 2017 June 2017
Su Mo Tu We Th Fr Sa
1
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9 101112131415
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30
Su Mo Tu We Th Fr Sa
123456
78910111213
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Calendar generated on www.timeanddate.com/calendar
Page 1 of 1July 2016–June 2017 Calendar – United States
3/31/2016http://www.timeanddate.com/calendar/print.html?year=2016&month=7&day=1&y2=2017...
2675695.1
EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
POWER TECH CONTRACTING, LLC
[Price Sheet]
See following page.
2650596.2
PRICE SHEET
Contractor shall submit a Price Sheet in place of this sheet that includes:
1. On-call service pricing in the following format:
On-Call Services: $___________ per month x 12 months = $__________________ annually
2. An hourly rate for all other Services to be provided.
2,275.00 27,300.00
The hourly rate for all other services to be paid at a rate of $125.00/hour to include one (1) technician
and one (1) service truck.
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Consent Submitting Department:Public Works
Staff Contact Information:Justin T. Weldy,Street Superintendent
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of approving the Amendment No. I to Cooperative
Purchase Agreement C2016-186 with Redburn Tire Company for vehicle tires and service in an amount not to exceed
$8,000.
Applicant:NA
Applicant Contact Information:NA
Owner:NA
Owner Contact Information:NA
Property Location:NA
Related Ordinance,Policy or Guiding Principle:NA
Staff Summary (background):Staff has previously utilized a Cooperative Purchase Agreement with Redburn
Tire Company for the purchase of tires for Town owned vehicles.This Cooperative Purchase Agreement is
through the Western States Contracting Alliance and allows the Town to obtain competitive pricing of much
larger contracts.The original contract is in the amount not to exceed $8,000.The first amendment to the
contract is for an additional $8,000 for fiscal year 2016-17 with two additional renewal options for a total
contract value not to exceed $32,000.
Risk Analysis (options or alternatives with implications):
Fiscal Impact (initial and ongoing costs;budget status):$32,000 over the life of the contract (four years)
Budget Reference (page number):Various
Funding Source:Multiple Funds
if Multiple Funds utilized,list here:FPL,4FPF,FACAD, FMP,GEPFP,PRAD,PWENG,PZCODE,STAD,STOPEN,
STPAVE,STSIGN,STTS.
Budgeted;if No,attach Budget Adjustment Form:Yes
Recommendation(s)by Board(s)or Commission(s):NA
Staff Recommendation(s):Staff recommends approval of the Cooperative Purchase Agreement C2016-
186.1 as presented.
Page 1 of 2
Contract No. C2016-186.1
2680347.1
FIRST AMENDMENT
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
REDBURN TIRE COMPANY
THIS FIRST AMENDMENT TO COOPERATIVE PURCHASING AGREEMENT (this
“First Amendment”) is entered into as of June 16, 2016, between the Town of Fountain Hills, an
Arizona municipal corporation (the “Town”), and Redburn Tire Company, an Arizona
corporation (the “Contractor”).
RECITALS
A. After a competitive procurement process, Western States Contracting Alliance
(“WSCA”) through its lead state, the State of Utah, entered into Contract No. MA210, dated
April 1, 2012, as amended by Amendment No. 3, dated April 1, 2015, and Amendment No. 4,
dated March 30, 2016 (collectively, the “Master Agreement”), with Bridgestone Americas Tire
Operations, LLC, a Delaware limited liability company (“Bridgestone”), for the purchase of
tires, tubes and services. A copy of Amendment No. 4 is attached hereto as Exhibit 1 and
incorporated herein by reference.
B. As a participating entity of WSCA, the State of Arizona (the “State”) entered into
Participating Addendum Contract No. ADSPO12-021289, dated May 31, 2012, as amended by
Change Order No. 1, dated June 8, 2012, Change Order No. 2, dated June 12, 2012, Change
Order No. 3, dated August 22, 2012, Change Order No. 4, dated March 13, 2013, Change Order
No. 5, dated August 29, 2013, Change Order No. 6, dated October 25, 2013, Change Order No.
7, dated October 17, 2013, Change Order Nos. 8, 9 and 10, dated March 21, 2014, Change Order
No. 11, dated March 31, 2015, and Change Order No. 12, dated February 19, 2016 (collectively,
the “State Addendum”), with Bridgestone for the purchase of tires, tubes and services. A copy
of Change Order No. 12 is attached hereto as Exhibit 2 and incorporated herein by reference.
C. The Town and the Contractor, an authorized supplier for Bridgestone, entered into
a Cooperative Purchasing Agreement dated September 22, 2015 (the “Agreement”), based upon
the Master Agreement and State Addendum, for the Contractor to provide the Town with tires,
tubes and services (the “Materials and Services”). All capitalized terms not otherwise defined in
this First Amendment have the same meanings as contained in the Agreement.
D. The Town has determined that additional Materials and Services by the
Contractor are necessary (the “Additional Materials and Services”).
E. The Town and the Contractor desire to enter into this First Amendment to (i)
extend the term of the Agreement and (ii) provide for the cost of and purchase additional
Materials and Services.
2680347.1
2
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Contractor hereby agree as follows:
1. Term of the Agreement. The term of this Agreement is hereby extended and shall
remain in full force and effect until March 31, 2017, unless terminated as otherwise provided
pursuant to the terms and conditions of the Agreement, Master Agreement or State Addendum.
After the expiration of this renewal term, this Agreement may be renewed for up to two
successive one-year terms (each, a “Renewal Term”) if (i) it is deemed in the best interests of the
Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii)
the term of the Master Agreement or State Addendum has not expired or has been extended, (iii)
at least 30 days prior to the end of the then-current term of this Agreement, the Contractor
requests, in writing, to extend this Agreement for an additional one-year term and (iv) the Town
approves the additional one-year term in writing (including any price adjustments approved as
part of the Master Agreement and State Addendum), as evidenced by the Town Manager’s
signature thereon, which approval may be withheld by the Town for any reason. The
Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate
at the end of the then-current term of this Agreement; provided, however, that the Town may, at
its discretion and with the agreement of the Contractor, elect to waive this requirement and
renew this Agreement. The initial term and any Renewal Term(s) are collectively referred to
herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in
full force and effect.
2. Compensation. For each Renewal Term, the Town shall pay Contractor an
aggregate amount not to exceed $8,000.00 for the Materials and Services at the unit rates as set
forth in the Master Agreement and State Addendum, resulting in an increase of the total
compensation from $8,000.00 to an aggregate amount not to exceed $32,000.00.
3. Effect of Amendment. In all other respects, the Agreement is affirmed and
ratified and, except as expressly modified herein, all terms and conditions of the Agreement shall
remain in full force and effect.
4. Non-Default. By executing this First Amendment, the Contractor affirmatively
asserts that (i) the Town is not currently in default, nor has been in default at any time prior to
this First Amendment, under any of the terms or conditions of the Agreement and (ii) any and all
claims, known and unknown, relating to the Agreement and existing on or before the date of this
First Amendment are forever waived.
5. Conflict of Interest. This First Amendment and the Agreement may be canceled
by the Town pursuant to ARIZ. REV. STAT. § 38-511.
[SIGNATURES ON FOLLOWING PAGES]
2680347.1
3
IN WITNESS WHEREOF, the parties hereto have executed this instrument as of the date
and year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Grady E. Miller, Town Manager
ATTEST:
Bevelyn J. Bender, Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2016, before me personally appeared Grady E. Miller, the
Town Manager of the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he claims to
be, and acknowledged that he signed the above document, on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
''Contractor"
REDBURNTIRECOMPANY,
an Arizona corporation
By:3i
Name:Jt7 £op&rtaA
Title:f^x*^ji^3^
STATE OF ARIZONA
COUNTY OF MARICOPA )
On b-$~tt
)
)ss.
(ACKNOWLEDGMENT)
, the g^Wj*
,2016;before me personally appeared 3"&flSu^,,,
ofREDBURN TIRE COMPANY,
an Arizona corporation,whose identity was proven to me on the basis of satisfactory evidence to
be the person who he/she claims to be,and acknowledged that he/she signed the above document
on behalf ofthe corporation.
2680347.!
wwOPl SMITH
J*m<ttoam
WrffCOW COUNTY
2680347.1
EXHIBIT 1
TO
FIRST AMENDMENT
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
REDBURN TIRE COMPANY
[WSCA Amendment No. 4]
See following page.
2680347.1
EXHIBIT 2
TO
FIRST AMENDMENT
TO
COOPERATIVE PURCHASING AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
REDBURN TIRE COMPANY
[State Change Order No. 12]
See following page.
Contract Change Order Summary Arizona Department of
Administration
State Procurement Office
100 N. 15th Avenue, Suite 201
Phoenix, AZ 85007
Contract No.: ADSPO12-021289
Change Order No.: 12 Date: February 19, 2016
ALL OTHER REQUIREMENTS, SPECIFICATIONS, TERMS AND CONDITIONS REMAIN UNCHANGED
ACKNOWLEDGEMENT AND AUTHORIZATION
This change order shall be fully executed upon the approval electronically in ProcureAZ by an authorized representative
of the Contractor and applied to the contract in ProcureAZ by the Procurement Officer or delegate.
Available online at
Procure.AZ.gov Page | 1
WSCA Tires, Tubes & Services PA
DIVISION OF BRIDGESTONE FIRESTONE NORTH AMERICAN T
1. The above mentioned contract is hereby amended as follows:
a. In accordance with Special Terms and Conditions paragraph 3, Term of Contract, the term of the
contract shall be extended an additional twelve (12) months through 3/31/2017.
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Regular Submitting Department:Administration
Staff Contact Information:Grady Miller 480.816.5107 gmiller@fh.az.gov
Strategic Planning Goal:NotApplicable (NA)Operational Priority:NotApplicable (NA)
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of APPOINTING one (1) citizen to serve on the
Strategic Planning Advisory Commission to fill a vacated term beginning on June 16, 2016 and ending on November 5,
2016.
Applicant:
Applicant Contact Information:
Owner:
Owner Contact Information:
Property Location:
Related Ordinance,Policy or Guiding Principle:Town Council Rules of Procedure 2014-9,Resolution
2009-09 SPAC By-laws
Staff Summary (background):A vacancy was created due to the resignation of Commissioner Bellenir.
Risk Analysis (options or alternatives with implications):
Fiscal Impact (initial and ongoing costs;budget status):
Budget Reference (page number):
Funding Source:NA
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:NA
Recommendation(s)by Board(s)or Commission(s):
Staff Recommendation(s):
List Attachment(s):
SUGGESTED MOTION (for Council use):Move to APPOINT to serve on the Strategic
Planning Advisory Commission to fill a vacated term beginning on June 16,2016 and ending on November 5,
2016.
Page 1 of 2
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Regular Submitting Department:Administration
Staff Contact Information:Grady Miller 480.816.5107 gmiller@fh.az.gov
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of APPOINTING seven (7)citizens to the Sister
Cities Advisory Commission;tliree (3)citizens for a three (3)year term beginning June 16, 2016 and ending on June 15,
2019, and four (4)citizens for a two (2)year term beginning June 16,2016 and ending on June 15,2018.
Applicant:
Applicant Contact Information:
Owner:
Owner Contact Information:
Property Location:
Related Ordinance,Policy or Guiding Principle:Town Council Rules of Procedure 2014-09,Resolution
2016-01 Sister Cities Advisory Commission By-laws
Staff Summary (background):The SCAC By-laws require the Commission to be composed of three (3)
officers or board members of the Fountain Hills Sister Cities Corporation;these individuals are Enrique
Melendez,Dr.Patrick Sweeney,and Jackie Miles.Staff followed Council Rules of Procedure and the
Commission By-laws to fill the remaining four (4)Commission vacancies.The terms will be staggered so that
three (3)citizens will serve for a three (3)year term and four (4)citizens will serve for a two (2)year term.
(Town Council Rules of Procedures 9.5. C)
Risk Analysis (options or alternatives with implications):
Fiscal Impact (initial and ongoing costs;budget status):
Budget Reference (page number):
Funding Source:NA
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:NA
Recommendation(s)by Board(s)or Commission(s):
Staff Recommendation(s):
List Attachment(s):
Page 1 of 2
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date: 6/16/2016 Meeting Type:Regular Session
Agenda Type:Regular -Submitting Department:Community Services
Staff Contact Information:Rachael Goodwin,Recreation and Tourism Supervisor,480-816-5135
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):PRESENTATION of the TOURISM PROGRAM and CONSIDERATION
of a TOURISM STRATEGIC PLAN for 2016 -2019.
Applicant:Rachael Goodwin
Applicant Contact Information:16705 Avenue ofthe Fountains, Fountain Hills AZ,85268
Property Location:N/A
Related Ordinance,Policy or Guiding Principle:N/A
Staff Summary (background):Staff will provide an update on the Tourism Division including an overview of
the current marketing promotions,website re-development updates, and social media analytics. Staff will also
present and review the Tourism Divisions proposed Five YearStrategic Plan,as developed in conjunction with
the Town Manager and Fountain Hills Chamber of Commerce.
Risk Analysis (options or alternatives with implications):N/A
Fiscal Impact (initial and ongoing costs;budget status):N/A
Budget Reference (page number):N/A
Funding Source:NA
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:NA
Recommendation(s)by Board(s)or Commission(s):N/A
Staff Recommendation(s):Approve
List Attachment(s):Applications
SUGGESTED MOTION (for Council use):Move to direct staff to continue with the tourism and marketing initiatives
as presented;move to APPROVE the Tourism Division Five Year Staretegic Plan as presented.
Page 1 of 2
TOURISM UPDATE
JUNE 16, 2016
Town of Fountain Hills
Advertising
Take a look at our
advertising designs and
campaigns for this year.
We have partnered with
the following
companies to enhance
our brand exposure:
•Madden Media
•AOT
•Phoenix Magazine
•Vici Media
24 Month
Assessment
What change and
growth has happened in
the past 6 months since
our last Tourism
Program update?
Continuation of the branding of
“Experience Fountain Hills”
Implementation of a strategic
marketing strategy
Design and implementation of
existing and new publications
Continued revitalization of
tourism programs
Stakeholder meetings,
presentations, and outreach
incentives and initiatives
Online advertising
Brand exposure throughout valley
Growth in
2015
How has the tourism
industry grown in the
past year and what kind
of impact does it leave
in Town?
$ 1,216,185.65 growth in gross
hotel room sales tax
2015 Hotel room sales tax
$6,752,103.60
2014 Hotel room sales tax
$5,535,917.95
Making us eligible for more funding from
the Prop 302 Tourism Fund.
Online rules
the world
Where do we currently
stand?
Audience
Reach/Engagement
Facebook
•“Likes” up 14% from June 2015 to June
2016
•Engagement: 630,253 impressions made
by 386,649 users from June 2015-June
2016
Experiencefountainhills.org
•June 2014-2015 : 23,835 page views & an
average of 1:10 per session
•June 2015-2016 : 608,051 page views & an
average of 1:46 per session
•This is an increase of 255%
•Most popular cities: Phoenix, Scottsdale,
Mesa, Los Angeles, Tempe, Chandler,
Gilbert and New York
Marketing
Strides
How has our marketing
plan reached the
outside
community/valley?
Cub Spring Training
Advertisements
A crowd of 15,331 at Sloan Park was a
Spring Training record for both the
Cactus League and Grapefruit League
Total attendance at Sloan Field for the
season was 226,163
Crowds saw our Full page ad in the Cubs
Spring Training program
Fountain Hills sponsored all Home Runs
for the entire Cubs Spring Training
season!
New and
returning
events coming
this Fall!
Take a look at some of
the new events coming
this Fall!
Slide the City –Returns
September of 2016
Road Runner Sports: Craft Classic
half marathon & 5K -debuts
October 2016
CopperWynd Tennis Tournament
–Returns October 2016
Tourism
Website
Rebuild
Experience Fountain
Hills.org
New Features
Update website with industry standard
tools to maximize user-friendly look
and feel
Completely new look and feel
Optimized for mobile viewing
Users can update/add their own
calendar listings
Business owners can update their own
business listings
Redesigned special events calendar
User friendly
Clear navigation tools
Fully integrated social media channels
Up-to-date web traffic Google analytics
Partnership?
How can we all work
together to better
promote Fountain
Hills?
Stock your facility with our collateral
Depend on us for accurate up to date info
Give us feedback
Advocate for Fountain Hills as an undiscovered destination
Engage with us on collaborative efforts at events, online, etc.
Let us know about your upcoming events and programs!
Don’t Forget! 2016 Dining Guides are out and 2016 Visitor Guides will be published in August!
Tourism Division
Five Year Strategic Plan
2016-2020
Tourism
Division
Strategic Plan
The plan is a diverse
roadmap that accounts
for many external
influences.
VISION
MISSION
STATE WIDE ECONOMIC IMPACT AND
TRAVEL TRENDS
MARKETING AND COMMUNICATIONS IN
THE TOURISM INDUSTRY
SOCIAL AND CULTURAL TRENDS
CHANGING CONSUMER TASTES
TECHNOLOGY TRENDS
SWOT ANALYSIS (STRENGTHS, WEAKNESSES,
OPPORTUNITIES & THREATS)
Goal #1
Communication
and Outreach
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Develop periodic stakeholder surveys to assess the
perception of Town tourism programs and efforts.
Develop periodic outreach programs and forums that
allow stakeholders to ask questions, voice concerns and
make suggestions
Provide accurate and consistent information on tourism
related issues to all stakeholders through a variety of
communication vehicles.
Develop and support programs that increase pride and
involvement from all stakeholders.
Provide support for new and existing activities that are
interesting for both residents and visitors that encourage
interaction between them.
Continually educate policymakers as to the economic and
quality of life value that tourism has for the Town of
Fountain Hills.
Maintain a presence at key special events throughout the
year to encourage interaction and accessibility to division
staff
Goal #2
Destination
Marketing and
Promotion
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Promote the iconic branding to effectively differentiate
the Town of Fountain Hills.
Create awareness for Fountain Hills by effectively
positioning the destination as an events and leisure
location with the valley.
Implement experience specific itineraries to assist in
promoting the Town of Fountain Hills attractions and
activities in an effort to extend visitor stays and generate
additional revenue.
Continually support the visitor center in an effort to
provide a quality experience and additional length of
stay.
Work to develop a year-round special events strategy that
identifies events for shoulder seasons.
Develop a strategy to link events in an effort to create
incremental return visits.
Goal #3 -
Research,
Planning and
Measurement
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Develop a macro level measurement approach to help
quantify the value and ROI of events and programs held
within Fountain Hills.
Continue to implement a strategic approach to research,
planning and measurement, allowing funding to refine
marketing efforts.
Continually refine program level measurements to
provide as much insight as possible for refining
marketing programs.
Develop an ongoing rotation of marketing research that
includes visitor profile information and out of market
perceptions of Fountain Hills.
Integrate surveys and other feedback mechanisms to gain
visitor insight and perspective.
Develop a comprehensive system to disperse research in
a tailored and targeted way to different constituent
groups.
Goal #4 -
Industry
Education,
Training, and
Recognition
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Maintain communication and education with stakeholders
regarding the needs, trends, changes, etc. of the local tourism
industry.
Maintain industry-related trainings through conferences,
webinars, etc. in order to stay on top of the shifting dynamics of
Arizona tourism.
Develop specific training for non-profits (museums, special
events, etc.), small businesses, and other stakeholders on how to
integrate into the Town of Fountain Hills tourism industry.
Increase training in technology marketing so as to improve the
overall competitiveness of the destination. Ongoing topics could
include but are not limited to:
Tourism product distribution
Social marketing
Trip Advisor and Yelp strategy
Trends in technology marketing
Continue to reinforce the value of innovation among the staff.
Review outside non-tourism organizations to understand “how
they do it”.
Periodically visit other destinations to review methods and
practices.
Research and apply for industry awards and honors
Goal # 5 -
Tourism
Product
Development
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Support new and existing recreation and special event
programming.
Look to develop tourism product experiences that
generate ongoing repeat visitors, specifically through
special events and annual activities.
Look to develop 3-5 niche opportunities like biking,
sustainable dining movements, golf and spa packages,
and outdoor adventure for potential long-term market
development.
Goal # 6 -
Strategic
Alliances
The plan accounts for
six strategic goals that
include multiple action
items for each
Action Steps
Continue to work with and develop key strategic alliances
within the tourism industry to promote all there is to see
and do in Fountain Hills.
Proactively work with other regional tourism destinations
to help in implement cross-marketing opportunities to
better promote visitation in the northeast area of the
valley.
Identify potential areas to share costs in an effort to
improve efficiencies and promote collaboration (ex: joint
research, special event strategies, etc.).
Continue to Work Together-The Town of Fountain Hills
is a destination that works well with others. The division
has fostered a can do spirit and continues to take on
challenging issues. It is important for the council and
staff to continue their approach to work and support the
goals of the division.
Community-Critical to the destination’s success is the
continuation of efforts to educate and involve the
community in tourism. It is important that the local
community understand the importance of tourism in the
Town of Fountain Hills and the industry’s role in
generating employment and local tax revenue.
Culture of Innovation-The Fountain Hills Tourism
Division must continue to innovate and reposition to
meet the changing dynamics of the industry in order to
continually increase the awareness and desirability of
Fountain Hills as a destination.
Success
Factors and
Measurability
The Strategic Plan will
be reviewed annually
with a measure of
achievement on each of
the action items.
The Strategic Plan will
be reviewed annually
with a measure of
achievement on each of
the action items.
It’s All in the Numbers-Success is not defined by a single
yes or no, by a check list, or by a first place finish. Success
for the Tourism Division is an ongoing sum of all the
parts. Statistical analysis, digital metrics, visitor
attendance, increased tax revenue, heads in beds, click
thrus, “Likes,”, engagements and any number of other
measurable bits and pieces will determine the
effectiveness of the division. Each of these measurements
are brush strokes that will paint the picture of tourism in
Fountain Hills. Staff will regularly monitor vital statistics
in order to steer the program and correct course as
needed. This information will be included in the semi-
annual updates to the Council.
Quality over Quantity-Numbers and statistics only tell
one side of the story. Numbers are hard facts, but the
quality of the program is just as valuable. Staff will
regularly engage in customer and stakeholder feedback,
using it as a temperature gauge for the program and its
success rate.
Success
Factors and
Measurability
2016:
Adopt Strategic Plan via Mayor and Council
2018 -2020:
Present semi-annual updates to Council and
Stakeholders, featuring program highlights, challenges,
and new initiatives
Annual Marketing Plan review, subject to grant funding,
co-op opportunities, etc.
Annually review Strategic Plan to ensure vision and
goals continue to meet the needs of the Town of
Fountain Hills.
2020:
Review Strategic Plan to consider completion of
identified goals and future planning. Update the
Strategic Plan to reflect changing trends, economics,
and other external factors.
2021:
Adopt and implement future plan.
Timeline
QUESTIONS?
TOWN OF FOUNTAIN HILLS TOURISM DIVISION16705 E. Avenue of the Fountains, Fountain Hills, AZ 480-816- Tourism Division Five Year Strategic
Plan 2016-2020
2
TABLE OF C ONTENTS
A MESSAGE FROM DIVISION STAFF .................................................................................................. 4
OVERVIEW OF THE DIVISION .............................................................................................................. 5
TOURISM DEFINITIONS ......................................................................................................................... 6
VISION .......................................................................................................................................................... 6
STATE WIDE ECONOMIC IMPACT AND TRAVEL TRENDS ........................................................... 6
Social and Cultural Trends –Consumers Keep Changing.......................................................................................7
Changing Consumer Tastes ............................................................................................................................................. 7
Marketing and Communications in the Tourism Industry ..................................................................................... 8
Technology Trends ............................................................................................................................................................ 9
RESPECT ................................................................................................................................................... 10
SWOT ANALYSIS ...................................................................................................................................... 10
STRATEGIC GOALS ................................................................................................................................ 12
Goal #1 -Communication and Outreach ....................................................................................................................12
3
Goal #2 - Destination Marketing and Promotion ..................................................................................................... 13
Goal #3 - Research, Planning and Measurement ...................................................................................................... 14
Goal #4 - Industry Education, Training, and Recognition ..................................................................................... 15
Goal # 5 - Tourism Product Development .................................................................................................................. 16
Goal # 6 - Strategic Alliances ......................................................................................................................................... 17
SUCCESS FACTORS AND MEASURABILITY ................................................................................... 19
TIMELINE .................................................................................................................................................. 20
STRATEGIC GOALS TASK LIST - QUICK REFERENCE ................................................................ 21
Goal #1 - Communication and Outreach .................................................................................................................... 21
Goal #2 - Destination Marketing and Promotion ..................................................................................................... 24
Goal #3 - Research, Planning and Measurement ...................................................................................................... 26
Goal #4 - Industry Education, Training, and Recognition ..................................................................................... 28
Goal # 5 - Tourism Product Development .................................................................................................................. 30
Goal # 6 - Strategic Alliances ......................................................................................................................................... 31
4
A MESSAGE FROM DIVISION STAFF
Dear Fountain Hills,
As so many residents and visitors already know, our painted skies, exhilarating outdoor recreation and luxury spas make Fountain Hills a
natural travel destination. The effortless beauty and topography of Fountain Hills, the Fort McDowell Yavapai Nation, and the Salt River
Pima Indian Community make visiting Fountain Hills the obvious choice for travel and leisure. And your Tourism Division is dedicated to
promoting Fountain Hills as a premier destination not only within Arizona, but within the greater southwest region.
Arizona itself is a unique destination that caters and appeals to visitors and residents alike. Our rich culture, sunny climate, and
abundance of recreational attractions help to separate Arizona from any other travel destination. The Tourism Division understands the
needs of both visitors and residents, motivating us to create an innovative and interactive experience every time you visit Fountain Hills.
This Strategic Plan gives us the opportunity to showcase all of our goals, visions, and ambitions for highlighting the Town of Fountain Hills
as a premiere destination. The following four year plan challenges our staff to be forward thinking, imaginative, and responsive as we work
to implement economic impact strategies, industry partnerships, and further promote Fountain Hills throughout Greater Phoenix and
beyond.
The vitality of Fountain Hills is at the forefront of everything this division stands for. It is our great honor to advocate for this great Town.
To say that we pour our hearts into this division would be a great understatement. Please join us as we move into the second chapter of the
Fountain Hills Tourism story.
Sincerely,
Rachael Goodwin | Tourism Supervisor
Grace Rodman-Guetter | Tourism Coordinator
5
OVERVIEW OF THE DIVISION
The Fountain Hills Tourism Division, within the Community Services Department, began January, 2014 when the Town of Fountain Hills
tourism responsibilities transferred from the Chamber of Commerce to the Town of Fountain Hills. During that transition time, a new full-
time staff position was created to support the Tourism Division’s daily operations. As the program reached a two-year mark, staff has
diligently observed the industry trends and has begun to cultivate a foundation for the tourism program. Staff has begun to recruit new
events and have been recognized on both state and national levels for the development of innovative events and marketing efforts. As the
program has gathered momentum, it is now time to harness that energy and focus the next four years on the growth and blossoming of the
division.
The tourism strategy of Fountain Hills is centered on this four year strategic plan encompassing a sophisticated and dynamic multi-media
marketing plan, industry partnership goals, and economic impact drivers outlined later in this report. The Fountain Hills strategic plan
utilizes multiple platforms to reach our target consumer through recreational and leisure medias encouraging them to visit and
“Experience” all that Fountain Hills has to offer.
Cornerstone Marketing Message: “Get out of the Valley and into the Hills!”
Mission
The Fountain Hills Tourism Division is dedicated to promoting Fountain Hills and the surrounding regional area as a recreation, leisure,
and outdoor adventure destination.
“We could tell you about our neighborhood restaurants, our hidden adventure, our small town charm and our stunning views – but come see
for yourself. We’ll save you a seat!”
6
TOURISM DEFINITION
The Fountain Hills Tourism Division defines “Tourism” as the following:
Tourism is defined as the cultural, social and economic movement of people outside of their usual environment or routine. The Town caters
to potential tourists through specific tourism drivers such as: special events, golfing, hiking, biking, outdoor adventure and dining. These
attractions and more encourage guests to “Get out of the Valley and into the Hills!”
VISION
The vision of the Tourism Division is to draw more visitors to the area by way of special events and activities. The short-term benefits of
this campaign will be seen in guest spending within the area at restaurants, hotels, retail establishments, gas stations, etc. The long-term
benefits will result in a new perception of Fountain Hills, notoriety as an event destination, increased residency, and increased business
recruitment. These elements will combine for a strong tax base and robust local economy, while offering a high quality of living for our
residents.
STATE W IDE ECONOMIC IMPACT AND TRAVEL TRENDS
Tourism is big business in Arizona, really big. No other Arizona industry produces the same economic impact and directly impacts all 15
counties. Ranked #1 among Arizona’s export-oriented industries - Microelectronics, Aerospace, Agriculture and Mining - the travel and
tourism industry’s total economic impact of $18.3 billion generated more than 157,700 jobs, and when combined with indirect employment
impacts nearly 300,000 jobs statewide. Federal, state and local taxes of $2.7 billion directly generated by tourism in 2011, saves each
Arizona household $1,030 of additional taxes annually. In terms of domestic U.S. visitation in comparison to other states, Arizona ranks
#15 with 2.8 percent of the market share.
Travel and tourism are critical to the Arizona economy. No other Arizona industry produces the same economic impact as the travel and
tourism industry and directly impacts all 15 counties. As Arizona’s and the U.S. economy begins to improve, it is more crucial than ever for
Arizona to be competitive with marketing efforts that inspire visitors to come here and that speak directly to the needs and wants of target
customer segments.
7
While the Arizona Office of Tourism continues to provide annual research measuring our advertising effectiveness, the economic impact of
the travel industry to Arizona’s economy and tracking tourism indicators, much needed consumer research related to our marketing efforts
has not taken place for several years due to funding cuts. The evolution of the way visitors approach their travel combined with the series of
economic shocks that have impacted our industry’s performance has created a critical need for timely, quality research such as consumer
focus groups, behavioral research and niche audience surveys to better understand how to reach our visitors and guide our marketing
decisions. (Arizona Office of Tourism, 2014)
Social and Cultural Trends – Consumers Keep Changing
In addition to the changing economic and demographic situation within Arizona, several social trends are also impacting travel and
tourism throughout the country, as identified by the Travel Industry Association. Below are the primary trends having the most significant
strategic impact on tourism in our state and specifically in Fountain Hills.
Changing Consumer Tastes
Consumers as destination brand ambassadors - Social media + mobile technology = empowered visitors. Visitors are now brand
ambassadors for destinations. Constant updates about the experience (both good and bad), along with posted photographs can make
the consumer an ever more important promoter and potential influencer of a destination.
Outdoor recreation - According to the recently published Outdoor Recreation Economy Report, outdoor recreation spending is
approximately $646 billion in the United States and generates 6.1 million American jobs. Of that $646 billion fully $524 billion was
spent on trips and travel related spending.
The Outdoor Recreation Economy Report, Outdoor Industry Association,
http://www.outdoorindustry.org/images/researchfiles/OIA_OutdoorRecEconomyR eport2012.pdf
Health and wellness - Consumers are increasingly integrating health and wellness into their lifestyles and in so doing look for
destinations that enhance those opportunities through wellness vacations and wellness travel. A wellness vacation is about being
proactive in discovering new ways to promote a healthier, less stressful lifestyle. Wellness Travel is the pause that reenergizes and
rejuvenates each traveler. The wellness vacation is considered an occasional break for the body, mind, and soul.
8
Purpose driven travel - As consumers continually see vacation time reduced, there is a heightened need for purpose driven travel
e.g. a specific special event, hiking a specific location, etc. These trips are also driven by consumers who self- identify with a
particular event or activity. For example, certain consumers may see themselves as foodies, wine aficionados, or are avid cyclists or
golfers. As such, the ability to reach and communicate with niches based on activities is increasingly important for a destination.
Culinary tourism - Many consumers today are looking for expanded culinary experiences while on vacation. In interacting with the
local food, Fountain Hills visitors are dipping into the area’s agricultural history.
Cultural tourism - Cultural offerings and experiences continue to provide destination visitors with an opportunity to access the
authenticity of a destination through such offerings as art, entertainment, architecture, history, events and food. Those experiences
available in Town of Fountain Hills provide visitors with an excellent opportunity to understand the cultural interests of the area.
Environmental issues remain a priority - Environmental issues continue to play an important role in the selection of a destination
as well as the selection of activities while on vacation. Those destinations that place a strong emphasis on the environment will
have a competitive advantage over those that do not.
Despite increases in travel – value still prevails - There can be no doubt about the shift in the marketplace towards value, and this
trend continues throughout all aspects of the industry. As such it is critical for Fountain Hills to effectively communicate the value
it offers.
Marketing and Communications in the Tourism Industry
Traveler flexibility and control – research everything - With the continued growth of online and mobile resources, consumers
looking for flexibility and control of their vacation decisions have the ability to research everything and often do it not only in pre-
trip planning but once a trip is underway.
Social media more important as travelers resist more formal marketing - As consumers continue to resist traditional marketing
efforts they are relying more and more on social media to research destinations and activities. As such the Town of Fountain Hills
needs to ensure it provides updated content and information to meet those needs.
Greater degree of personalization - Facilitated by increased data mining capabilities, marketing efforts will lead to much more
customization for each consumer. Traditional demographic segmentation and targeting will no longer be enough as cutting edge
DMOs (Destination Marketing Organizations) will focus more and more on customized targeting and offers.
9
Time poverty/hectic lives = shorter trips - Time continues to be the new currency due to the hectic nature of consumers’ lives, and
the impact is seen on vacation and travel. As such, vacation trips have become significantly shorter in duration. Thus, consumers
are looking for hassle free vacations, placing greater importance on methods of direct access information.
Technology Trends
Digital users are everywhere, but hard to pin down exactly where - Consumers are accessing the web through a variety of devices
(mobile, tablet, desktop) and operating systems (iOS, Android, etc). Along with mobile app and mobile web, this makes it more
challenging to identify target audience behavior. Multi-screen multitasking (think using a smart phone while watching TV) is no
longer unusual consumer behavior. As a result, identifying where a target audience spends time is not as simple as it used to be.
Destinations need to recognize consumers as individuals or “micro-audiences”.
It’s all about mobile - Time spent on the mobile web is growing at 14 times the rate of desktop internet usage essentially dethroning
the “regular” internet and crowning mobile as the new leader. Therefore, a mobile marketing strategy is no longer optional for
destinations but essential to maintain marketplace share.
Content is King - Marketers are now publishers, using content to drive a variety of interactions throughout (and beyond) the AIDA
(Awareness, Interest, Desire, Action) funnel. Content includes paid, earned and owned content, as well as images, video and words.
It is absolutely critical to have a content marketing strategy to effectively reach passion based target segments.
Social driven engagement drives preferences - User reviews are a key influence in consumer decision making (71% of people say
reviews from family members or friends influence purchase decisions) 7 . Look for continued increase and applications in use from
many social marketing sources as users are exposed to the thoughts, opinions and recommendations of friends, families and
influencers – a group of people that is growing wider through social media. As a result, the online reputation management and
social media monitoring are long term critical elements for Fountain Hills tourism.
Big Data isn’t just jargon - Large amounts of data are now generated with every interaction on every digital platform. This presents
a real opportunity for destinations…if harnessed effectively. Fountain Hills will seek to improve how we collect and use customer
information to provide a better experience for potential visitors before, during and after their visit.
10
RESPECT
The Town of Fountain Hills works to support the continued care of and respect for the natural topography of our lands. We will
demonstrate respect for each other, for our State, its lands and its people.
SWOT A NALYSIS (STRENGTHS, WEAKNESSES, OPPORTUNITIES & T HREATS)
SWOT's primary objective is to help organizations develop a full awareness of all the factors impacting an institution. In December of 2015,
staff completed a SWOT analysis of the current standing of the Tourism Program. Completed by the Tourism Supervisor and the Tourism
Coordinator, with insight from the Economic Development Specialist, the study enabled the tourism division to identify both internal and
external influences affecting the program and help paint a full and accurate picture of the division.
This process served as a precursor to the strategic plan and offered insight into the vision, such as exploring new initiatives, making
decisions about new policies, identifying possible areas for change, or refining and redirecting efforts. The analysis is a reflection of time
spent at events, communications with visitors and residents, goals for upcoming years, and weaknesses identified as opportunities for
growth and change. The next page shows the results of the analysis:
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Strengths Weaknesses
Hiking and Biking -
Recreation Attractions
Community Support
Great topography to
support events
Funding resources
Natural beauty/weather Staff workloads
World Famous Fountain Lack of summer activities
and access
Awarded by industry peers Previous strained
relationships with industry
partners (Pre transition of
program to Town)
Grant winners
Opportunities Threats
Events with variable age
appeal
Competing messages &
marketing committees
New marketing makes us
easy to brand - Blank slate
neighboring communities
with larger budgets and
more exposure
Seek more recognition
through industry awards
and grants
Perception of Fountain Hills
being a retirement
community
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STRATEGIC GOALS
Goal #1 - Communication and Outreach
Tourism is a key part of the Town of Fountain Hills economic profile. As such, everyone is a stakeholder, including local residents, private
businesses, government agencies as well as visitors. To ensure long term success all stakeholders need to continually feel their issues and
perspectives are understood and that each understands the issues of other stakeholders. Creating and maintaining positive stakeholder
attitudes are critical to the success of the Town of Fountain Hills tourism efforts. Local residents may not have a clear understanding of the
benefits of tourism and its economic and sustainable quality of life benefits. It is critical to communicate the benefits and economic impacts
of tourism for the Town. The challenge often becomes how to do it more effectively and ensure timely and accurate information is
disseminated through proper and successful channels.
Action Steps
1.Develop periodic stakeholder surveys to assess the perception of Town tourism programs and efforts.
2.Develop periodic outreach programs and forums that allow stakeholders to ask questions, voice concerns and make suggestions
3.Provide accurate and consistent information on tourism related issues to all stakeholders through a variety of communication vehicles.
4.Develop and support programs that increase pride and involvement from all stakeholders.
5.Provide support for new and existing activities that are interesting for both residents and visitors that encourage interaction between
them.
6.Continually educate policymakers as to the economic and quality of life value that tourism has for the Town of Fountain Hills.
7.Maintain a presence at key special events throughout the year to encourage interaction and accessibility to division staff.
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Goal #2 - Destination Marketing and Promotion
Destination marketing and promotion are at the heart of Fountain Hills tourism’s mission. As such these marketing programs are integral
to developing a sustainable tourism economy. Fountain Hills currently promotes a variety of destination elements including the following:
Reason for visiting:
Outdoor Adventure
Special Events
Heritage
Arts and culture
Golf/ Spa retreat
Winter Respite
All of these activities are set within the iconic southwest beauty of Fountain Hills and the Sonoran Desert. As the tourism program
continues to advocate for Fountain Hills, staff will focus on specific target markets that show the most growth potential as well as expressed
need from stakeholders. Target segments including the following:
Leisure – This segment includes visitors who have chosen the Greater Phoenix Metro area as their vacation destination and are looking to
explore the different facets the valley has to offer. The key focus for attracting this segment is special events, outdoor recreation and
adventure, and arts and culture.
Recreation – This segment is one of the area’s strongest group segments, attracting visitors primarily for hiking and biking.
Special Events – The segment will focus on both visitors and residents of the Valley. Offering more than 50 special events a year, we
intend to promote Fountain Hills as a destination that embraces a full spectrum of events representing across sections of interests, hobbies,
cultures and heritages.
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Action Steps
1.Promote the iconic branding to effectively differentiate the Town of Fountain Hills.
2.Create awareness for Fountain Hills by effectively positioning the destination as an events and leisure location with the valley.
3.Implement experience specific itineraries to assist in promoting the Town of Fountain Hills attractions and activities in an effort
to extend visitor stays and generate additional revenue.
4. Continually support the visitor center in an effort to provide a quality experience and additional length of stay.
5.Work to develop a year-round special events strategy that identifies events for shoulder seasons.
6.Develop a strategy to link events in an effort to create incremental return visits.
Goal #3 - Research, Planning and Measurement
Ongoing destination research, planning and measurement are imperative for the long term competitive advantage of the Fountain Hills
market. The ability to be at the front of changing market conditions and communicate those changes to the local tourism industry is key to
keeping our tourism experience relevant. This information needs to be continually integrated into adaptive marketing plans and strategies.
Likewise the ability to continually improve the organization’s measurements and effectiveness over the long term is a necessity, especially
to be able to provide specific Return on Investment information to funding organizations.
Action Steps
1.Continue to implement a strategic approach to research, planning and measurement, allowing funding to refine marketing efforts.
2.Develop a macro level measurement approach to help quantify the value and ROI of events and programs held within Fountain Hills.
3.Continually refine program level measurements to provide as much insight as possible for refining marketing programs.
15
4.Develop an ongoing rotation of marketing research that includes visitor profile information and out of market perceptions of Fountain
Hills.
5.Integrate surveys and other feedback mechanisms to gain visitor insight and perspective.
6.Develop a comprehensive system to disperse research in a tailored and targeted way to different constituent groups.
Goal #4 - Industry Education, Training, and Recognition
Industry trends and technology, including social media applications, are constantly changing and Fountain Hills can play an important role
educating and training the local tourism industry in order to improve coordination and effectiveness with the organization’s programs.
Additionally, Fountain Hills is poised to make great strides within the tourism and event industry and should look for recognition
opportunities through industry awards and honors.
Action Steps
1.Maintain communication and education with stakeholders regarding the needs, trends, changes, etc. of the local tourism industry.
2.Maintain industry-related trainings through conferences, webinars, etc. in order to stay on top of the shifting dynamics of Arizona
tourism.
3.Develop specific training for non-profits (museums, special events, etc.), small businesses, and other stakeholders on how to integrate
into the Town of Fountain Hills tourism industry.
4.Increase training in technology marketing so as to improve the overall competitiveness of the destination. Ongoing topics could
include but are not limited to:
a.Tourism product distribution
b.Social marketing
16
c.Trip Advisor and Yelp strategy
d.Trends in technology marketing
5.Continue to reinforce the value of innovation among the staff.
6.Review outside non-tourism organizations to understand “how they do it”.
7.Periodically visit other destinations to review methods and practices.
8.Research and apply for industry awards and honors.
Goal # 5 - Tourism Product Development
The “Tourism Product” includes a number of key components including the physical aspects and emotional elements that combine to
provide a unique travel experience. The physical elements of the tourism product include the natural setting, the infrastructure and super
structure of a destination the emotional components of the tourism product includes industry employees, cultural and historical resources
and overall destination hospitality. These elements combine to provide an overall tourism experience including everything from events and
activities to dining, shopping, etc.
With regard to physical product development Fountain Hills can and should be supportive (where appropriate) of infrastructure that can
enhance and improve the local tourism economy. For example, there has been an identified need to relocate and/or enhance the Visitors
Center in conjunction with the Chamber of Commerce. This effort is designed to increase visibility of the Visitor Center and upgrade the
experience for the guests of Fountain Hills.
At the same time the emotional components of the destination can continually change and improve. It is the ongoing role of Fountain Hills
Tourism to support the tourism product improvements that in the end will provide visitors with a range of experiences that the
organization can effectively promote.
Action Steps
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1.Support new and existing recreation and special event programming.
2.Look to develop tourism product experiences that generate ongoing repeat visitors, specifically through special events and annual
activities.
3.Look to develop 3-5 niche opportunities like biking, sustainable dining movements, including vegan, paleo, etc. for potential long-
term market development.
Goal # 6 - Strategic Alliances
Fountain Hills continues to build and develop its strategic alliances within the industry. These alliances include those within our
community, within the valley, as well as those around the state. Identified partners include:
Arizona Office of Tourism - The Arizona Office of Tourism has been a significant partner for the Tourism Division with the
education and support they provide to entities of all sizes whose goal is to contribute to and thrive within the tourism sector of this
state. AOT (Arizona Office of Tourism) offers its annual AOT Governor’s Conference on Tourism, weekly industry updates, and co -
op marketing opportunities. Tourism policy and advocacy at the state level, representation on a global scale within the travel
industry and Proposition 302 funding to Destination Marketing Organizations (DMOs) within Maricopa County
Fountain Hills Chamber of Commerce - The Fountain Hills Chamber of Commerce is an integral partner with the Tourism Division
because of their participation and advocating of town businesses and events. The Chamber of Commerce currently houses the
Fountain Hills Visitor Center which is stocked with printed marketing collateral by the Tourism Division. This partnership is
crucial to the successful promotion of Fountain Hills.
Fort McDowell - The partnership with Fort McDowell and the Yavapai Nation is a living, growing, and thriving relationship as both
entities work to promote this regional area as a world class recreation, leisure, and outdoor adventure destination. Each entity
heavily promotes the natural beauty and topography that make Fountain Hills and Yavapai Nation an obvious choice for travel and
leisure. There is a great potential for an even greater partnership with Fort McDowell.
Salt River Pima Indian Community - The fall of 2015 introduced a new partnership with the Town of Fountain Hills and the Salt
River Pima Indian Community. This partnership was first forged via the Proposition 202 grant funds and look to be a promising
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union. We anticipate this partnership to continue far into the future as we work together bringing attention to the vast travel
opportunities that this region offers.
Fountain Hills Artists Gallery - The Town of Fountain Hills and the Fountain Hills Artist Gallery have developed a cooperative
relationship to better promote public art and our blossoming artist community. This partnership also prompted the complete
redesign of the Art Walk Guide, featuring a calendar listing all the Artist Gallery and Art Walk joint events.
Recreational Partners/Participants -As we have highlighted, Fountain Hills is home to many outdoor recreational activities. The
Tourism Division has actively cultivated many recreational partners who align with the goal of attracting adventure-minded
visitors. These partners include but are not limited to:
McDowell Mountain Regional Park
McDowell Mountain Cycles
Desert Belle River Boat Tours
Desert Dogs ATV Tours
Fountain Hills Bikes
Sami’s Amethyst Mine Tour
Action Steps
1.Continue to work with and develop key strategic alliances within the tourism industry to promote all there is to see and do in
Fountain Hills.
2.Proactively work with other regional tourism destinations to help in implement cross-marketing opportunities to better promote
visitation in the northeast area of the valley.
3.Identify potential areas to share costs in an effort to improve efficiencies and promote collaboration (ex: joint research, special event
strategies, etc.).
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SUCCESS FACTORS AND MEASURABILITY
Continue to Work Together- The Town of Fountain Hills is a destination that works well with others. The division has fostered a
can do spirit and continues to take on challenging issues. It is important for the council and staff to continue their approach to work
and support the goals of the division.
Community- Critical to the destination’s success is the continuation of efforts to educate and involve the community in tourism. It is
important that the local community understand the importance of tourism in the Town of Fountain Hills and the industry’s role in
generating employment and local tax revenue.
Culture of Innovation- The Fountain Hills Tourism Division must continue to innovate and change to meet the changing dynamics
of the industry in order to continually increase the awareness and desirability of Fountain Hills as a destination.
It’s All in the Numbers- Success is not defined by a single yes or no, by a check list, or by a first place finish. Success for the Tourism
Division is an ongoing sum of all the parts. Statistical analysis, digital metrics, visitor attendance, increased tax revenue, heads in
beds, click thrus, “Likes,”, engagements and any number of other measurable bits and pieces will determine the effectiveness of the
division. Each of these measurements are brush strokes that will paint the picture of tourism in Fountain Hills. Staff will regularly
monitor vital statistics in order to steer the program and correct course as needed.
Quality over Quantity- Numbers and statistics only tell one side of the story. Numbers are hard facts, but the quality of the
program is just as valuable. Staff will regularly engage in customer and stakeholder feedback, using it as a temperature gauge for
the program and its success rate.
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TIMELINE
2016: Adopt Strategic Plan via Mayor and Council
2018 - 2020: Present semi-annual updates to Council and Stakeholders, featuring program highlights, challenges, and new
initiatives
Annual Marketing Plan review, subject to grant funding, co-op opportunities, etc.
Annually review Strategic Plan to ensure vision and goals continue to meet the needs of the Town of Fountain Hills.
2020: Review Strategic Plan to consider completion of identified goals and future planning. Update the Strategic Plan to
reflect changing trends, economics, and other external factors.
2021: Adopt and implement future plan.
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STRATEGIC GOALS TASK LIST - QUICK REFERENCE
Goal #1 - Communication and Outreach
Tourism is a key part of the Town of Fountain Hills economic profile. As such, everyone is a stakeholder, including local residents, private
businesses, government agencies as well as visitors.
Objective #1 – Create and maintain positive stakeholder relationships, interactions, and partnerships.
Tasks Lead Responsibility Status/Completion Date
□ Hold semi-annual stakeholder meetings. Tourism Coordinator Semi-Annual
□ Develop periodic stakeholder surveys to assess the perception of
Town tourism programs and efforts.
Tourism Coordinator Annual
□ Develop periodic outreach programs and forums that allow
stakeholders to ask questions, voice concerns and make suggestions.
Tourism Coordinator On-Going
□ Provide accurate and consistent information on tourism related
issues to all stakeholders through a variety of communication vehicles such as: Tourism Survey Website e-mail blasts Website information updates
Tourism Coordinator On-Going
□ Pass along data from consortium committees, state reports, etc. to all
stakeholders through updates/reports provided at semi-annual stakeholder meetings.
Tourism Coordinator Semi-Annual
□ Develop and support programs that increase pride and involvement
from all stakeholders through: Stakeholder presentations Website updates
Tourism Supervisor/Tourism Coordinator On-Going
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Stakeholder partnerships i.e. events and co-op agreements □ Provide support for new and existing activities that are interesting
for both residents and visitors that encourage interaction between them through: Marketing support Social Media Promotions Website listings Highlights or features in itineraries
Tourism Coordinator On-Going
□ Provide support for special events i.e. tabling, providing collateral,
marketing and press release distribution. Collateral includes but is not limited to: Visitors Guide Dining Guides Calendar of Events Itineraries Hiking Maps Stickers Town Kiosks
Tourism Coordinator On-Going
□ Regularly educate policymakers as to the economic and quality of life
value that tourism has for the Town of Fountain Hills.
Tourism Coordinator On-Going
□ Maintain a presence at key special events throughout the year to
encourage interaction, collection of visitor data and accessibility to division staff.
Tourism Coordinator On-Going
□ Work to develop learning and collaboration opportunities with the
Chamber of Commerce
Tourism Supervisor/Tourism Coordinator/ Chamber of Commerce CEO
2017
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Objective #2 - Table at key special events providing collateral and face time with public. – Visitors Guides, Dining Guides, Calendars of
Events, Valley Maps, bumper stickers and wristbands.
Tasks Lead Responsibility Status/Completion Date
□ Table at Oktoberfest Tourism Coordinator Annual Basis
□ Table at Ballet Under the Stars Tourism Coordinator Annual Basis
□ Table at CopperWynd Pro Challenge Tennis Tournament Tourism Coordinator Annual Basis
□ Table at Fountain Festival of Arts and Crafts Tourism Coordinator Annual Basis
□ Table at Turkey Trot Tourism Coordinator Annual Basis
□ Table at Concours in the Hills Tourism Coordinator Annual Basis
□ Table at The Great Fair Tourism Coordinator Annual Basis
□ Table at St. Patrick’s Day at the Fountain Tourism Coordinator Annual Basis
□ Table at Fountain Hills Music Festival Tourism Coordinator Annual Basis
□ Table at Fourth at the Fountain Tourism Coordinator Annual Basis
□ Table at New Events TBD 2016-2020 Tourism Coordinator Annual Basis
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Goal #2 - Destination Marketing and Promotion
Destination marketing and promotion are at the heart of Fountain Hills tourism’s mission. The following marketing programs are integral
to developing a sustainable tourism economy. Fountain Hills currently promotes a variety of destination elements including the following:
Reason for visiting:
Outdoor Adventure
Special Events
Heritage
Arts and culture
Golf/ Spa retreat
Winter Respite
Objective #1 – Market Fountain Hills as a premier Destination and therefore function as a Destination Marketing Organization (DMO).
Tasks Lead Responsibility Status/Completion Date
□ Promote the iconic branding to effectively differentiate the Town of
Fountain Hills. Promotions include but are not limited to: Print Online Digital Retargeting Social Media
Tourism Coordinator On-Going
□ Brand all publications and initiatives with tourism logo for
consistent and recognizable identity.
Tourism Coordinator On-Going
□ Create awareness for Fountain Hills by effectively positioning the Tourism Coordinator On-Going
25
destination as an events and leisure location with the valley. Marketing promotions in print, online, digital retargeting and social platforms.
□ Continue to work with event organizers to foster event friendly
environment.
Tourism Coordinator On-Going
□ Continually enhance the visitor center in an effort to provide a
quality experience and additional length of stay. Stock on a monthly basis with: Visitors Guide Dining Guides Calendar of Events Hiking Maps Art Walk Guides Photos for Welcome Center Television slide show
Tourism Coordinator/ Chamber of Commerce Monthly
□ Promotional Film/Commercial for Tourism Tourism Supervisor/ Tourism Coordinator 2016
Objective #2 - Implement experience specific itineraries to assist in promoting the Town of Fountain Hills attractions and activities in an
effort to extend visitor stays and generate additional revenue.
Tasks Lead Responsibility Status/Completion Date
□ Publish seasonal itineraries highlighting program initiatives and
activities.
Tourism Coordinator Seasonal
□ Itineraries include but are not limited to:
Arts & Culture, Foodie, Outdoor Adventure, Around the Fountain and Hiking & Biking
Tourism Coordinator Seasonal
□ Itinerary introduction to website Tourism Coordinator 2016
□ Itinerary enhancement and promotion Tourism Coordinator 2017
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Objective #3 - Work to develop a year-round special events strategy that identifies events for shoulder seasons.
Tasks Lead Responsibility Status/Completion Date
□ Work with special events committee to vet out new special events
that will boost tourism initiatives.
Tourism Supervisor/ Tourism Coordinator On-Going
□ Develop a strategy to link events in an effort to create incremental
return visits by having an onsite event presence to promote future visitation opportunities.
Tourism Coordinator On-Going
□ Facilitate publishing of events calendar to give incentive for visitors
to return on a regular basis.
Tourism Coordinator Semi-Annual
Goal #3 - Research, Planning and Measurement
Ongoing destination research, planning and measurement are imperative for the long term competitive advantage of the Fountain Hills
market. The ability to be at the front of changing market conditions and communicate those changes to the local tourism industry is key to
keeping our tourism experience relevant.
Objective #1 – Remain competitive within the tourism industry, researching and implementing trending market initiatives and
phenomenon.
Tasks Lead Responsibility Status/Completion Date
□ Continue to implement a strategic approach to research, planning
and measurement, allowing funding to refine marketing efforts.
Tourism Supervisor/ Tourism Coordinator On-Going
□ Continued maintenance of collateral database, advertising reach and
survey demographics to help guide purchasing decisions as provided
Tourism Coordinator Monthly
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through: Arizona Office of Tourism International Festivals and Events Association Arizona Lodging and Tourism Association
□ Develop a macro level measurement approach to help quantify the
value and ROI of events and programs held within Fountain Hills.
Tourism Supervisor/ Tourism Coordinator 2017
□ Use of tourism economic impact calculator to help quantify ROI. Tourism Supervisor/ Tourism Coordinator Annually
□ Partnership with Economic Impact calculation partner Tourism Coordinator 2016
Objective #2 -Develop an ongoing rotation of marketing research that includes visitor profile information and out of market perceptions of
Fountain Hills.
Tasks Lead Responsibility Status/Completion Date
□ Regularly refine program level measurements to provide as much
insight as possible for refining marketing programs. Measurements include but are not limited to: Tourism Survey Post Program Evaluations Website Analytics Social Media impressions, reach and engagement
Tourism Coordinator On-Going
□ Service and collection of official tourism survey to help complete
tourism economic impact studies.
Tourism Coordinator On-Going
□ Integrate surveys and other feedback mechanisms to gain visitor
insight and perspective.
Tourism Supervisor/ Tourism Coordinator On-Going
28
□ Disbursement of completed economic impact study to Town Council
and stakeholders upon completion.
Tourism Supervisor/ Tourism Coordinator Annually
Goal #4 - Industry Education, Training, and Recognition
Industry trends and technology, including social media applications, are constantly changing and Fountain Hills can play an important role
educating and training the local tourism industry in order to improve coordination and effectiveness with the organization’s programs.
Objective #1 – Seek education and training to gain perspective and ability for implementation of any and all industry trends.
Tasks Lead Responsibility Status/Completion Date
□ Maintain communication and education with stakeholders regarding
the needs, trends, changes, etc. of the local tourism industry.
Tourism Coordinator On-Going
□ Develop specific training for non-profits (museums, special events,
etc.), small businesses, and other stakeholders on how to integrate into the Town of Fountain Hills tourism industry.
Tourism Coordinator Semi-Annually
□ Maintain attendance at industry-related trainings through
conferences, webinars, etc. in order to stay on top of the shifting dynamics of Arizona tourism.
Department Director/Tourism Supervisor On-Going
□ Attendance of Arizona tourism conferences such as but not limited to
the Arizona Governors Conference on Tourism.
Department Director/Tourism Supervisor On-Going
□ Attendance and completion of the International Festivals and
Events Association Event Management School
Tourism Coordinator 2018/2019
29
Objective #2 - Increase training in technology marketing so as to improve the overall competitiveness of the destination. Ongoing topics
could include but are not limited to:
Tourism product distribution
Social marketing
Trip Advisor and Yelp strategy
Trends in technology marketing
Tasks Lead Responsibility Status/Completion Date
□ Attend seminars, trainings and webinars for social media platforms
to stay up-to-date with all technology platforms.
Tourism Coordinator On-Going
□ Continue to reinforce the value of innovation among the staff by
supporting the pursuit of higher education in all industry related forums.
Tourism Supervisor On-Going
Objective #3 - Review outside non-tourism organizations to understand “how they do it”.
Tasks Lead Responsibility Status/Completion Date
□ Research marketing and outreach initiatives to remain competitive
within industry when serving our “product” through: Aggressive and specific marketing Identity Branding Website Call to Actions Social Engagements Fostering of Brand Ambassadors
Tourism Coordinator On-Going
□ Periodically visit other destinations to review methods and practices. Tourism Supervisor/ Tourism Coordinator On-Going
□ Network with other destinations for idea sharing, collaboration and
learning opportunities.
Tourism Supervisor/ Tourism Coordinator On-Going
30
Objective #4 - Research and apply for industry awards, honors and grants.
Tasks Lead Responsibility Status/Completion Date
□ Maintain industry connections and relationships with boards who
seek to honor those performing at the top of the industry. Actively apply for awards. Includes but is not limited to: Arizona Office of Tourism International Festivals and Events Association Arizona Lodging and Tourism Association
Tourism Coordinator Annually
□ Apply for grant funding from tourism or tourism related
organizations who seek to honor those performing at the top of their industry.
Tourism Coordinator Annually
Goal # 5 - Tourism Product Development
The “Tourism Product” includes a number of key components including the physical aspects and emotional elements that combine to
provide a unique travel experience. The physical elements of the tourism product include the natural setting, the infrastructure and super
structure of a destination the emotional components of the tourism product includes industry employees, cultural and historical resources
and overall destination hospitality. These elements combine to provide an overall tourism experience including everything from events and
activities to dining, shopping, etc.
Objective #1 - Support new and existing recreation and special event programming.
Tasks Lead Responsibility Status/Completion Date
□ Continue to table at special events; handing our collateral and
talking with the public.
Tourism Coordinator On-Going
□ Interact with the public in a way that makes them feel as though
they have been served by the tourism product.
Tourism Coordinator On-Going
31
Objective #2 - Look to develop 3-5 niche opportunities like biking, sustainable dining movements, including vegan, paleo, etc. for potential
long-term market development.
Tasks Lead Responsibility Status/Completion Date
□ Work with outstanding stakeholders who provide specific products or
activities that can easily be partnered with and promoted through the tourism vehicle including but not limited to: Marketing co-ops Sponsorships Social Media Promotion of official Photography Web page listings Events Hosting
Tourism Coordinator On-Going
□ Work with Chamber of Commerce to introduce the Fountain Hills
Bike Fest
Tourism Supervisor/ Tourism Coordinator/ Chamber of Commerce
2016/2017
Goal # 6 - Strategic Alliances
Fountain Hills continues to build and develop its strategic alliances within the industry. These alliances include those within our
community, within the valley, as well as those around the state.
Objective #1 - Continue to work with and develop key strategic alliances within the tourism industry to promote all there is to see and do
in Fountain Hills.
Tasks Lead Responsibility Status/Completion Date
□ Continued fostering of networking relationships with state, regional
and local stakeholders/partners, including but not limited to: Hoteliers Restaurants Recreation activity providers Chamber of Commerce
Tourism Supervisor/ Tourism Coordinator On-Going
32
Consortium partners Phoenix CVB Scottsdale CVB Mesa CVB
□ Participation in co-operative partnering opportunities with regional
tourism destinations. Identify potential areas to share costs in an effort to improve efficiencies and promote collaboration (ex: joint research, special event strategies, etc.).
Tourism Supervisor/ Tourism Coordinator On-Going
□ Facilitation of co-operative agreements and partnerships with
tourism partners, activities and programs.
Tourism Supervisor/ Tourism Coordinator On-Going
□ Proactively work with other regional tourism destinations to help
implement cross-marketing opportunities to better promote visitation in the northeast area of the valley.
Tourism Supervisor/ Tourism Coordinator On-Going
□ Explore a cross-functional Visitor’s Center with Chamber of
Commerce
Tourism Supervisor/ Tourism Coordinator/ Chamber of Commerce CEO
On-Going
□ Work with Chamber of Commerce to continue to facilitate and
present the Tourism Award of the Year
Tourism Supervisor/ Tourism Coordinator/ Chamber of Commerce CEO
On-Going
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date: 6/16/2016 Meeting Type:Regular Session
Agenda Type:Regular Submitting Department:Administration
Staff Contact Information:Craig Rudolphy,Finance Director,480-816-5162,crudolphy@fh.az.gov
Strategic Planning Goal:Not Applicable (NA)Operational Priority:Not Applicable (NA)
REQUEST TO COUNCIL (Agenda Language):CONSIDERATION of RESOLUTION 2016-08 levying upon the assessed
valuation of the property within the Town of Fountain Hills subject to taxation,a certain sum upon each one hundred
dollars ($100.00)of valuation sufficient to raise the amount estimated tobe required inthe annual budget,specifically for
the purpose of paying principal and interest upon bonded indebtedness;all for the Fiscal Year beginning July 1,2016,and
ending June 30,2017.
Applicant:
Applicant Contact Information:
Property Location:
Related Ordinance,Policy or Guiding Principle:
Staff Summary (background):Since 1991,the votersof Fountain Hills have approved bond issues for paving
roads,construction ofthe Library/Museum buildings and purchase ofopen space. The annual paymentonthe
bonds (debt service)is repaid through an ad valorem property taxon all property owners in Fountain Hills.The
FY2016-17 debt service paymentis$2,118,250 which will be submitted to Maricopa County to calculate the
rate. Based on the 2016 limited property (primary)assessed valuation of$423,652,443, the tax rate is
estimated to be $0.4472 per $100 of assessed valuation (compared to $0.5246 last year).
Risk Analysis (options or alternatives with implications):The annual costtoa homeowner with a limited
property (primary)assessed valuation of $300,000 would be approximately $134.16
Fiscal Impact (initial and ongoing costs; budgetstatus): $2,118,250
Budget Reference (page number): pp 312, 317
Funding Source:NA
If Multiple Funds utilized,list here:
Budgeted;if No,attach Budget Adjustment Form:NA
Recommendation(s)by Board(s)or Commission(s):
Staff Recommendation(s):Approve.
List Attachment(s):Resolution 2016-08
Page 1 of 2
2693395.2
RESOLUTION 2016-08
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS, ARIZONA, LEVYING UPON THE ASSESSED
VALUATION OF THE PROPERTY WITHIN THE TOWN OF FOUNTAIN
HILLS SUBJECT TO AD VALOREM TAXATION, A CERTAIN SUM UPON
EACH ONE HUNDRED DOLLARS ($100.00) OF VALUATION SUFFICIENT
TO RAISE THE AMOUNT ESTIMATED TO BE REQUIRED IN THE
ANNUAL BUDGET, SPECIFICALLY FOR THE PURPOSE OF PAYING
PRINCIPAL AND INTEREST UPON BONDED INDEBTEDNESS; ALL FOR
THE FISCAL YEAR BEGINNING JULY 1, 2016 AND ENDING JUNE 30,
2017.
WHEREAS, the Mayor and Town Council of the Town of Fountain Hills (the “Town
Council”) is required by ARIZ. REV. STAT §§ 42-17151 and 42-17253 to adopt an annual tax levy
based upon the rate to be assessed per each one hundred dollars ($100.00) of valuation of real and
personal property within the corporate limits of the Town of Fountain Hills (the “Town”); and
WHEREAS, by the provisions of State Law, a resolution levying the property taxes for
fiscal year 2016-17 is required to be finally adopted on or before the third Monday in August and
not less than 14 days after a hearing on the tax levy is held; and
WHEREAS, the Town Council held a public hearing on the tax levy and adopted the
Town’s annual budget by Resolution 2016-07 on June 2, 2016, at least 14 days prior to the
adoption of this Resolution 2016-08; and
WHEREAS, Maricopa County is assessing and collecting authority for the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF FOUNTAIN HILLS, as follows:
SECTION 1. The foregoing recitals are incorporated as if fully set forth herein.
SECTION 2. There is hereby levied on each one hundred dollars ($100.00) of assessed
valuation of all property, both real and personal, within the corporate limits of the Town of
Fountain Hills, except such property as may be by law exempt from taxation, a secondary property
tax rate of $0.4472, or such other rate as determined by the Maricopa County Treasurer to be
sufficient to raise the sum of $1,894,584, for the purpose of paying principal and interest on
bonded indebtedness for the fiscal year ending June 30, 2017.
SECTION 3. Failure by the officials of Maricopa County, Arizona, to properly return the
delinquent list, any irregularity in assessments or omissions in the same, or any irregularity in any
proceedings shall not invalidate such proceedings or invalidate any title conveyed by any tax deed;
failure or neglect of any officer or officers to timely perform any of the duties assigned to him or to
them shall not invalidate any proceedings or any deed or sale pursuant thereto, the validity of the
assessment or levy of taxes or of the judgment or sale by which the collection of the same may be
2693395.2
2
enforced shall not affect the lien of the Town of Fountain Hills upon such property for the
delinquent taxes unpaid thereon, and no overcharge as to part of the taxes or of costs shall
invalidate any proceedings for the collection of taxes or the foreclosure; and all acts of officers de
facto shall be valid as if performed by officers de jure.
SECTION 4. The Town Clerk is hereby authorized and directed to transmit a certified
copy of this Resolution to the Maricopa County Assessor and the Maricopa County Board of
Supervisors.
SECTION 5. If any provision of this Resolution is for any reason held by any court of
competent jurisdiction to be unenforceable, such provision of portion hereof shall be deemed
separate, distinct, and independent of all other provisions and such holding shall not affect the
validity of the remaining portions of this Resolution.
SECTION 6. The Mayor, the Town Manager, the Town Clerk and the Town Attorney
are hereby authorized and directed to take all steps necessary to carry out the purpose and intent
of this Resolution.
PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills,
Arizona, June 16, 2016.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk
REVIEWED BY: APPROVED AS TO FORM:
Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney
TOWN OF FOUNTAIN HILLS
TOWN COUNCIL
AGENDA ACTION FORM
Meeting Date:6/16/2016 Meeting Type:Regular Session
Agenda Type:Regular Submitting Department:Development Services
Staff Contact Information:Robert Rodgers,Interim Development Services Director,rrodgers@fh.az.gov
Strategic Planning Goal:NotApplicable (NA)Operational Priority:NotApplicable (NA)
REQUEST TO COUNCIL (Agenda Language):
PUBLIC HEARING to receive comments on RESOLUTION #2016-12,a Minor General Plan Amendment
related to the proposed "Park Place"mixed-use development proposal to be located at 16725 &16845 E.
Avenue of the Fountains.If approved,the amendment would increase the maximum residential density in a
mixed-use project in the downtown area from 28 dwelling units per acre to 45 dwelling units per acre.
(Case #GPA2016-01)
CONSIDERATION of RESOLUTION #2016-12,a Minor General Plan Amendment related to the proposed
"Park Place"mixed-use development proposal to be located at 16725 &16845 E.Avenue of the Fountains.If
approved, the amendment would increase the maximum residential density in a mixed-use project in the
downtown area from 28 dwelling units per acre to 45 dwelling units per acre.(Case #GPA2016-01)
CONSIDERATION of RESOLUTION #2016-13,a DEVELOPMENT AGREEMENT related to the proposed
"Park Place"mixed-use development proposal to be located at 16725 &16845 E.Avenue of the Fountains.
(Case #DA2016-01)
CONSIDERATION of approving the FINAL REPLAT of 16845 E. Avenue of the Fountains,AKA Plat 208,
Block 7, Lot5 (APN 176-25-561) into three lots labeled Lot 5A,Lot5B and Lot5C.(Case # S2016-09)
CONSIDERATION of approving the FINAL REPLAT of 16725 E. Avenue of the Fountains,AKA Plat 208,
Block 2,Lot 1 (APN 176-27-097)into twolots labeled Lot 1A and Lot 1B.(Case # S2016-10)
Applicant:Bart Shea,N-Shea Group,LLC
14555 N.Scottsdale Rd.Ste 240
Scottsdale,AZ 85254
(480)315-0154
Owner:Park Place Properties,LLC
C/O Sam Gambacorta
1221 Cleveland Street
Wilmette,III 60091
(847)251-2348
Page 1 of 6
Privately
Owned
Town
Owned
General Plan & Area Specific Plan Land-Use Designation = Mixed Use
Current Residential Density Maximum = 28 Dwelling Units/Acre
Proposed Residential Density Maximum = 45 Dwelling Units/Acre
1. Allow the project’s Concept Plan review and approval process to proceed in three phases.
2. Allow the use of Town property for the purposes of additional parking
3. Require the construction of an “art walk” behind the Community Center in lieu of 50% of the Public Art requirement.
4. Allow the use of on-street parking spaces in the calculation of available project parking spaces.
5. Allow a 20% overall reduction in the required number of parking spaces.
6. Allow for a 10:1 ratio of residential to commercial square footage within the TCCD zoning district.
7. Allow a residential density increase up to 45 dwelling units per acre.
8. Permit a project-wide maximum of 420 residential dwelling units.
9. Provide streetscape improvements, including crosswalk ramadas, along the Avenue of the Fountains.
10. Provide a pocket park on the south side of the Avenue of the Fountains.
11. Allow for modified parking space dimensions.
12. Decrease the number of required loading zones from 14 to 4.
13. Increase the maximum building height allowance to 54’ (4 stories).
14. Modify the exterior building architectural offset requirements.
15. Provide free public Wi-Fi along the Avenue of the Fountains.
16. Allow for residential-only buildings within the TCCD zoning district.
17. Adopt a six-year development schedule.
Minor General Plan Amendment
P&Z Commission: Does not Recommend
Staff: Recommends as Amended (45 DU/AC)
Development Agreement
Staff: Recommends
Plats
Staff: Recommends with Stipulations
04-28-16PD1,J1 Rrvn
DO Not write in,this space -official use only
Filing Date 9/Z<?//6?
Accepted By j.
Fee Accepteid^x7fCf
Case Manager
The Town of Fountain Hills
PLANNING &ZONING DEPARTMENT -APPLICATION
Abandonment (Plat or Condominium)
Area Specific Plan &Amendments
Condominium Plat
Development Agreement Z^0^-*",
General Plan Amendment S/**-""
Planned Unit Development
Replat (Lotjoins, lot splits, lot line adjustments)
Appealof Administrator's Interpretation
Concept Plan
Cut/Fill Waiver
HPE Change or Abandonment
Ordinance (Text Amendment)
Preliminary / Final Plat
Rezoning (Map)
Site Plan Review (vehicles sales)
Variance
PROJECT NAME /NATURE OF PROJECT:
LEGAL DESCRIPTION:Plat Name 208
Special Use Permit &Amendments
Temporary Use Permit (Median Fee,if applicable)
Other
Block 2&7 Lot 1 &5
PROPERTY ADDRESS:16725 &16845 E Avenue of the Fountains, Fountain Hills,AZ 85268
PARCEL SIZE (Acres).^—"
NUMBER OF UNITS PROPOSED ?Q?
EXISTING ZONING tccd ~^~
ASSESSOR PARCEL NUMBER 176-25-561 &176-27-097
TRACTS
PROPOSED ZONING
Applicant jjr - - a
Mrs.Bart Shea ofthe N-Shea Group,LLC «*•<J <nf V>Day Phone 480-315-0154
Mr.
MS.Address:14555 N Scottsdale Rd.,Suite 240 City:Scottsdale state:?£Zip:85254
Email:shea@scd-llc.com
Owner
Mrs.Sam Gambacorta of Park Place Properties,LLC
Mr.
MS.Address:1221 Cleveland Street City;Wilmette
_ Day Phone 847-251-2348
State:IL Zip:6QQ91
Ifapplication is being submitted by someone other than the owner ofthe property under consideration,the section below
must be completed./-\f\/ //
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2667797.3
RESOLUTION 2016-12
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS, ARIZONA, AMENDING THE TOWN OF FOUNTAIN
HILLS GENERAL PLAN 2010 REGARDING ALLOWABLE RESIDENTIAL
DENSITIES IN MIXED USE DEVELOPMENTS WITHIN THE
BOUNDARIES OF THE DOWNTOWN SPECIFIC AREA PLAN, AS SHOWN
IN CASE NO. GPA2016-01.
WHEREAS, the Town of Fountain Hills General Plan 2010 (the “General Plan”) was
adopted by the Mayor and Council of the Town of Fountain Hills (the “Town Council”) on
January 7, 2010, and ratified by the qualified electors of the Town of Fountain Hills (the
“Town”) on May 18, 2010; and
WHEREAS, Figure 11 in Chapter 3 of the General Plan (the “Land Use Plan”) sets forth
the land-use designations for all real property within the corporate limits of the Town; and
WHEREAS, the Land Use Plan designates the area of downtown that is included in the
Downtown Area Specific Plan; and
WHEREAS, the Land Use Definitions set forth in Chapter 3 (Land Use Element) of the
General Plan include residential densities for multifamily uses, but do not specifically address
the residential densities allowed in mixed use developments; and
WHEREAS, the General Plan establishes the authority and procedures for amendments
to the General Plan land-use designations; and
WHEREAS, the Town Council desires to amend the General Plan to provide for a range
of residential densities in mixed use areas (the “General Plan Amendment”); and
WHEREAS, pursuant to ARIZ. REV. STAT. § 9-461.06 and the General Plan, the Town
has consulted with, advised and provided the opportunity for public comment on the General
Plan Amendment; and
WHEREAS, pursuant to ARIZ. REV. STAT. § 9-461.06 and the General Plan, the Town
Planning and Zoning Commission (i) held a public hearing on the proposed General Plan
Amendment on May 26, 2016, and (ii) provided notice of such hearing by publication in the
Fountain Hills Times on May 11, 2016, and May 18, 2016; and
WHEREAS, pursuant to ARIZ. REV. STAT. § 9-461.09 and the General Plan, the Town
Council (i) held a public hearing on the proposed General Plan Amendment on June 16, 2016
and (ii) provided notice of such hearing by publication in the Fountain Hills Times on
May 11, 2016, and May 18, 2016; and
WHEREAS, the Town Council finds and determines that (i) proper notice of the
proposed General Plan Amendment has been given in a manner required by ARIZ. REV. STAT. §
9-461.09 et seq. and (ii) each of the required publications have been made.
2667797.3
2
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE TOWN OF FOUNTAIN HILLS as follows:
SECTION 1. The recitals above are hereby incorporated as if fully set forth herein.
SECTION 2. The General Plan is hereby amended to modify the narrative text for the
definition of the Mixed Use land-use category (p. 37) as follows:
Mixed-Use
The Mixed Use category denotes the Town Center area where a mix of commercial,
retail, office, high density residential, municipal, civic, recreational, cultural, institutional,
parking, lodging and religious facilities are to be located. Several uses can be
accommodated within a single project if the mix of uses is carefully designed to be
mutually supportive and the project as a whole will reinforce the viability and vision of
the Town Center. Notwithstanding maximum residential densities designated for other
land-use categories, high-density residential uses in the mixed use category may be up to
28 DU/acre within the boundaries of the Downtown Area Specific Plan, EXCEPT FOR
THE AREAS WITHIN THE AVENUE DISTRICT AND SOUTH END DISTRICT,
WHICH MAY BE UP TO 45 DU/ACRE.
SECTION 3. If any provision of this Resolution is for any reason held by any court of
competent jurisdiction to be unenforceable, such provision or portion hereof shall be deemed
separate, distinct and independent of all other provision and such holding shall not affect the
validity of the remaining portions of this Resolution.
SECTION 4. The Mayor, the Town Manager, the Town Clerk and the Town Attorney
are hereby authorized and directed to take all steps necessary to carry out the purpose and intent
of this Resolution.
PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills,
Arizona, June 16, 2016.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk
REVIEWED BY: APPROVED AS TO FORM:
Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney
2667926.1
RESOLUTION 2016-13
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN
HILLS, ARIZONA, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE
TOWN AND N-SHEA GROUP, LLC AND PARK PLACE PROPERTIES, LLC.
BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF
FOUNTAIN HILLS as follows:
SECTION 1. The Development Agreement between the Town of Fountain Hills and
N-Shea Group, LLC and Park Place Properties, LLC is hereby approved in substantially the form
and substance attached hereto as Exhibit A and incorporated herein by reference.
SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney
are hereby authorized and directed to execute all documents and take all steps necessary to carry
out the purpose and intent of this Resolution.
PASSED AND ADOPTED by the Mayor and Council of the Town of Fountain Hills,
Arizona, June 16, 2016.
FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO:
Linda M. Kavanagh, Mayor Bevelyn J. Bender, Town Clerk
REVIEWED BY: APPROVED AS TO FORM:
Grady E. Miller, Town Manager Andrew J. McGuire, Town Attorney
2667926.1
EXHIBIT A
TO
RESOLUTION 2016-13
[Development Agreement]
See following pages.
2440206.22
WHEN RECORDED RETURN TO:
Town of Fountain Hills
Attn: Town Clerk
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered
into____________________, 2016 (the “Effective Date”) by and between the Town of Fountain
Hills,an Arizona municipal corporation (the “Town”), and N-Shea Group,LLC,an Arizona
limited liability company (the “Developer”), and is acknowledged by Park Place Properties,
LLC, an Arizona limited liability company (the “Owner”). The Town and Developer are
sometimes referred to herein as the “Pa rties”or individually as a “Party.”
RECITALS
A.Developer has real estate purchase contracts for the acquisition from Owner of
approximately 9.32 acres of real property located at the southeast and southwest corners of
Verde River Drive and Avenue of the Fountains,Fountain Hills,Arizona,as more particularly
described on Exhibit A, attached hereto and incorporated herein by reference (the “Property”).
B.It is Developer’s intention to develop the Property in phases as a multifamily and
retail project,including but not limited to retail shopping areas,restaurants,offices,and related
uses (the “Project”).
C.The Town desires that the Property be developed as an integral part of the Town
Center area of Fountain Hills. The Town has determined that encouraging the development of
the Property pursuant to this Agreement will result in significant planning,economic and other
public purpose benefits to the Town and its residents by,among other things (i) the construction
of public improvements,(ii) the development of the Property in a manner consistent with the
Town’s General Plan,(iii) an increase in sales tax revenues to the Town arising from or relating
to the development of the Property,and (iv) the creation of new jobs and otherwise enhancing
the economic welfare of the residents of the Town.
D.The Parties understand and acknowledge that the ultimate development of the
Project on the Propert y is a project of such magnitude that Developer requires assurances from
the Town that Developer will have the ability to complete the development of the Project as
contemplated by this Agreement. The Parties further understand and acknowledge that the Town
2440206.22
2
seeks assurances from Developer that Developer will, subject to market conditions,complete the
acquisition of the Property in one or more phases and thereafter timely develop the Project on the
Property generally in accordance with the Land Use Plan attached hereto as Exhibit B, and
incorporated herein by reference (the “Land Use Plan”),and in accordance with the
“Development Schedule described herein. Prior to construction on the Property, the Land Use
Plan shall be refined into one or more Concept Plans (as described below)for approval by the
Town’s Planning and Zoning Commission (the “Commission”) and the Town Council of the
Town of Fountain Hills (the “Town Council”), as hereinafter provided by this Agreement.
E.The Parties understand and acknowledge that this Agreement is a “Development
Agreement”within the meaning of,and entered into pursuant to the terms of, ARIZ. REV. STAT. §
9-500.05,in order to facilitate the proper development of the Property by providing for,among
other things (i) conditions,terms,restrictions and requirements for the Property by the Town,(ii)
the intensity and height of such uses,and (iii) other matters related to the development of the
Property. The terms of this Agreement shall constitute covenants running with the Property,as
more fully described in this Agreement.
AGREEMENT
NOW THEREFORE,in consideration of the foregoing introduction and recitals,the
promises contained in this Agreement,and for other good and valuable consideration,the receipt
and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows:
1.Incorporation of Recitals. The foregoing introduction and recitals are true and
correct and incorporated by this reference as if fully set forth herein.
2.Term and Effective Date. Developer,its successors and assigns,shall have the
right to implement development on the Property in accordance with this Agreement for a period
of six years after the Effective Date,at which time this Agreement shall automatically terminate
as to the Property without the necessity of any notice,agreement or recording by or between the
Parties (the “Term”); provided, however,that provisions of this Agreement that specifically
survive the termination of this Agreement shall remain in full force and effect,subject only to the
termination provisions herein specificall y related thereto; provided further, however, that if
Developer fails to substantially fulfill any of its obligations as set forth in Section 6 below,this
Agreement shall immediately terminate upon expiration of the applicable cure period without
further act by Developer or the Town Council. This Agreement shall become effective only
upon execution by Owner and the Parties below.
3.Land Use Plan; Concept Plan.
3.1 Land Use Plan. The Town hereby approves the Land Use Plan.
Developer acknowledges that such Land Use Plan is not a “Concept Plan”as such term is
defined in the Town of Fountain Hills Zoning Ordinance (the “Zoning Ordinance”)and agrees
that a “Concept Plan” (as described in the Zoning Ordinance) must be submitted for approval in
compliance with Section 3.2 below.
2440206.22
3
3.2 Concept Plan Approval; Developer’s Right to Terminate.
Notwithstanding the Town Council’s Approval of this Agreement, Developer must also receive
approval by the Commission and Town Council of each “Concept Plan”prepared in accordance
with the “Concept Plan”requirements set forth in the Town’s Zoning Ordinance as modified by
this Agreement (wherever used in this Agreement, “Concept Plan” shall mean the plan
submitted in accordance with Section 2.04 of the Zoning Ordinance, as modified by this
Agreement, for the applicable “Phase” as set forth in Section 3.3 below).For the purposes of
this Agreement, the Parties agree that “any other information, which the plan reviewer may find
necessary to establish compliance with this and other ordinances” under Chapter 2, Section
2.05(B)(20) of the Zoning Ordinance, shall be limited to the following: (A) circulation patterns
of vehicles and pedestrians; (B) site lighting; (C) off-site improvements intended to be
completed; (D) traffic impact study; (E) color architectural elevations per Phase; (F) color and
materials boards; (G) parking structure, ramps and connections to the buildings; and (H) an y
additional information requested by the Commission or the Council during the public meetings
on the Concept Plan. The Concept Plan shall set forth the development standards, mix of uses
and phasing for the Project that are consistent with the phasing plan shown in the Land Use Plan,
in accordance with the Town Center Commercial District (“TCCD”) zoning category provisions
in the Zoning Ordinance, the Town’s General Plan designations for the Property,the Downtown
Area Specific Plan, and the amendments to each of the foregoing set forth in this Agreement,
which Concept Plan may be approved or denied by the Commission in its sole discretion.
Developer further agrees that, due to the nature of this Project, the Concept Plan shall be subject
to additional review by the Town Council, which may approve or deny the Concept Plan in its
sole discretion. The Developer agrees and understands that its efforts to prepare the documents
necessary for the Concept Plan application were undertaken at its own risk, and that the
Developer may not rely upon this Agreement as any guarantee that the Commission or the Town
Council will approve the Concept Plan. While Developer understands and acknowledges that the
Concept Plan may be approved or denied by the Commission and/or the Town Council, the
Town acknowledges and agrees that (i) if the Concept Plan is denied by the Commission or the
Town Council, or (ii) if the Commission and/or the Town Council impose(s) requirements,
exactions or fees in addition to those expressly described in this Agreement as a condition to
approval of any Concept Plan, then, in either case, Developer may elect to unilaterally terminate
this Agreement with respect to such portion of the Property affected by such Concept Plan,
whereupon this Agreement shall have no further force or effect with respect to such portion of
the Property (and Developer may record a notice of termination in the real property records of
Maricopa County, Arizona to provide public notice of such termination). A Concept Plan, once
approved, shall not be materially amended or modified without the Town Council and
Developer’s approval.
3.3 Trifurcated Concept Plan Process. At Developer’s option, the Concept
Plan submittals required herein may be split into three: submittal one would encompass “Phase
1” as shown on the Land Use Plan (the “Phase 1 Concept Plan”); submittal two would
encompass “Phase 2” as shown on the Land Use Plan (the “Phase 2 Concept Plan”); and
submittal three would encompass “Phase 3” as shown on the Land Use Plan (the “Phase 3
Concept Plan”). Phase 1, Phase 2 and Phase 3 may be collectively referred to herein as the
“Phases”, and may be referred to individually as a “Phase”.
2440206.22
4
4.Use of Town Property.The Town Council, in the sole discretion and subject to
existing state and local laws and ordinances,has determined that it is necessary in furtherance of
the economic development in the Town to make available for use by Developer certain Town
property in conjunction with the Project. The Town agrees to allow Developer’s use of such
Town property, in the manner described below, conditioned upon Developer’s completion of the
public improvements described in this Section.
4.1 Rights-of-way. The Town agrees to timely provide,in favor of Developer
at no cost,all construction easements, permits or approvals required to construct the necessary
improvements to or within Town rights-of-way. Developer shall apply for such permits and
provide the required information, but there shall be no fees related to the application and
issuance of the easements, permits or approvals. The Town’s obligations in this Section 4.1 are
subject to Developer’s provision of necessary insurance and indemnification substantially in the
form attached hereto as Exhibit C, and repair of an y Town rights-of-way to substantially the
condition existing prior to Developer’s improvements (excepting such improvements), to the
extent such damage is caused by the development of the Project. The cost waivers in this
Section shall not apply to permits for utility work within the Town’s rights-of-way by utility
companies or their subcontractors.
4.2 New Town Parking Lots. The Town hereby agrees to allow Developer to
construct two parking lots containing a total of not less than 130 parking spaces on portions of
the Town’s real property located (A) adjacent to the southwestern-most portion of the Property
(the “Paul Nordin Lot”), and (B) immediately east of the Town-owned parking lot utilized for
law enforcement parking adjacent to Avenue of the Fountains (the “AOTF Lot”),both as more
particularly shown on the Land Use Plan.The Paul Nordin Lot and the AOTF Lot are together
referred to herein as the “New Town Parking Lots.”The New Town Parking Lots may contain
parking spaces that are 17 feet deep with a 2-foot overhang over the landscape buffer for those
parking spaces that face a landscape buffer. All identified disabled parking spaces must meet
ADA standards. All other spaces shall be designed and constructed according to Town
standards. Developer agrees and understands that the use of the Town’s real property to
construct the New Town Parking Lots is conditioned upon the following:
A.Paul Nordin Lot Additional Requirements. Developer shall
construct the Paul Nordin Lot not later than the date of a certificate of occupancy for any
building in Phase 3 of the Project. Developer shall design and construct the Paul Nordin
Lot consistent with Chapter 8 of the Zoning Ordinance. Developer shall design and
construct the Paul Nordin Lot in a manner that avoids or remedies conflicts with the
existing Fountain Hills Sanitary District and Salt River Project facilities, unless such
conflicts are approved by the respective owner entity, in writing, prior to issuance of any
permit related to construction of the Paul Nordin Lot.
B.AOTF Lot Additional Requirements. Developer shall construct
the AOTF Lot not later than the date of a certificate of occupancy for any building in
Phase 1 of the Project. Developer shall design and construct the AOTF Lot: (1) in a
manner that (a) avoids or remedies conflicts with the existing Fountain Hills Sanitary
District and Salt River Project facilities, unless such conflicts are approved by the
2440206.22
5
respective owner entity, in writing, prior to issuance of any permit related to construction
of the AOTF Lot, and (b) accommodates the Town’s drainage to and through that area
(but not onto the Avenue of the Fountains right-of-way), and the Parties shall execute a
permanent drainage easement over that portion of Developer’s property located west of
Verde River Drive, in the form attached hereto as Exhibit D, as necessary to ensure
perpetual transmission of drainage flows from the adjacent Town property; and (2) with a
3’ high wall along its western edge to provide a barrier between the AOTF Lot and the
law enforcement parking area on the adjacent Town property. Developer expressly
agrees and understands that construction of the AOTF Lot and maintenance thereof does
not include any rights to utilize parking on the existing Town-owned lot immediately
west of the AOTF Lot (shown on Exhibit B) which lot may be reserved for law
enforcement purposes.
C.New Town Parking Lots Maintenance and Repair. For such time
as a Parking Easement Agreement (defined below) is in effect, Developer shall be
responsible for the perpetual maintenance,repair and operational duties described in the
applicable Parking Easement Agreement.
D.Non-Exclusive Use. The parking spaces located in the New Town
Parking Lots may be included in Developer’s calculation of required off-street parking
according to Section 5.3 below, but such spaces shall be open for public use and shall not
be reserved for exclusive use of any building or unit on the Property.
4.3 Parking Easements.
A.New Town Parking Lots. The Town hereby agrees to allow
Developer to use the New Town Parking Lots on a non-exclusive,shared-use basis to
provide additional parking for the Project,subject to and in accordance with the terms
and conditions of a parking easement agreement for each such lot substantially in the
form attached hereto as Exhibit E and incorporated herein by reference (each a “Parking
Easement Agreement”). Each Parking Easement Agreement shall be executed and
recorded by the Parties immediately prior to acceptance by the Town of the
improvements to each such parking lot pursuant to Subsection 6.2(K) below. The
easement created by each Parking Easement Agreement shall be terminable only in
accordance with the terms of such Parking Easement Agreement.
B.Morningstar Lot. The Parties acknowledge that parking for Phase
2 requires use of existing excess parking located on the immediately-adjacent property
currentl y owned by MS-RCS Fountain Hills, LLC. As of the Effective Date, there is an
existing Reciprocal Easement Agreement, dated November 5, 2015, between Park Place
Properties, L.L.C., and MS-RCS Fountain Hills, LLC, MCR 2015-0850621 (the
“Morningstar Easement”). Subsection 1.01(a)(i)(C) of the Morningstar Easement
specifically excludes the right for Park Place Properties, L.L.C. to park any vehicles on
any part of the MS-RCS Fountain Hills, LLC property at any time (the “Parking
Prohibition”). Developer agrees and understands that, in order for the Town to allow for
the excess parking on the Morningstar property to be counted toward the Project’s
2440206.22
6
required parking, as set forth in Section 5.3 below, the Morningstar Easement must be
modified to eliminate the Parking Prohibition. Accordingly, within 30 days following
Developer’s acquisition of the portion of the Property related to Phase 1, Developer shall
provide the Town with a recorded easement showing elimination of the Parking
Prohibition.
4.4 Art Walk, Streetscape and Pedestrian Pathway Improvements. Developer
is required, pursuant to Subsection 19.05(I) of the Zoning Ordinance to make certain
contributions to public art (the “Public Art Requirement”). The Town hereb y agrees to allow
Developer to meet the Public Art Requirement by (i) constructing the improvements described in
this Section 4.4 and (ii) paying a reduced art fee as set forth in Section 7 below. In connection
with construction of the Open Space Im provements (as defined below), Developer shall be
allowed to utilize certain additional Town property, conditioned upon the following:
A.Art Walk. Subject to the provisions of Subsection 4.4(D) below,
Developer shall design and construct a pedestrian pathway on the parcel of Town
propert y located immediately east of, and adjacent to, the Town’s Community Center (the
“Art Walk”) as generally shown on the Land Use Plan. Such improvements shall: (1)
include, at a minimum (a) an ADA-compliant pathway, (b) art nodes for future
installation of art pieces, (c) landscaping, (d) seating, (e) lighting, and (f) electrical
fixtures, all as shall be further described in the Phase 3 Concept Plan; and (2) be
constructed to the same or better standards, finishes and materials as the Town’s recently
completed Avenue Plaza. The Art Walk shall be connected to the existing improvements
in the Centennial Circle area. Developer shall be responsible for coordinating the Art
Walk design with the Town’s Community Services Department and the Art Committee of
the Fountain Hills Cultural and Civic Association.
B.Avenue of the Fountains Streetscape. Subject to the provisions of
Subsection 4.4(D) below, Developer shall design and construct improvements to the
Avenue of the Fountains streetscape in accordance with the Phase 1 Concept Plan or
Phase 2 Concept Plan, as applicable. Such streetscape improvements shall: (1) include
(a) ADA-compliant sidewalks and ramps, (b) a ramada at the west cross walk to match
the location of the Town-constructed ramada on the north side of the Avenue of the
Fountains, as generally shown on the Land Use Plan (the “Ramada”), and an
architectural feature (at the east crosswalk as generally shown on the Land Use Plan)
similar in design to the Town-constructed ramada on the north side of Avenue of the
Fountains (the “Architectural Feature”),(c) landscaping, (d) seating, (e) lighting, and
(f) electrical fixtures as described in the applicable Concept Plan (collectively, the
“Streetscape Improvements”); and (2) be constructed to the same or better standards,
finishes and materials as the Town’s improvements on the north side of Avenue of the
Fountains.
C.Avenue of the Fountains Pocket Park. Developer shall design and
construct a pocket park along the Avenue of the Fountains in the location shown on
Exhibit B (the “Pocket Park”). The Pocket Park shall be constructed: (1) to the same or
better standards, finishes and materials as the Town’s recently completed Avenue Plaza
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and in accordance with the Phase 1 Concept Plan; and (2) in a manner that relocates the
existing Salt River Project facilities to an area outside the Pocket Park.
D.Timing of Construction. The Streetscape Im provements, the
Pocket Park and the Art Walk (collectively, the “Open Space Improvements”) shall be
designed and constructed, in conjunction with each specific Phase (as set forth in the
Land Use Plan), and shall be completed and accepted by the Town before a certificate of
occupancy issues for that particular Phase.
4.5 Maintenance. Notwithstanding the provisions of Subsection 6.2(K)
below, Developer shall be responsible for maintenance of Developer’s landscape improvements
for all of the street rights-of-way immediately adjacent to the Property, except for the Avenue of
the Fountains Streetscape Improvements. Upon acceptance of the Art Walk and the Streetscape
Improvements, in each instance pursuant to Subsection 6.2(K) below, the Town shall be
responsible for maintenance of such improvements. Developer shall be responsible for
maintenance of the Pocket Park according to the obligations set forth in the Parking Easement
Agreement related to the AOTF Parking Lot.
5.Approved Deviations from Zoning Ordinance Provisions.
5.1 Residential Density Increase for the Project. The permitted residential
density within the Project is hereby increased to no more than 45 dwelling units per acre with an
overall cap of 420 dwelling units.
5.2 Modification of Commercial to Residential Ratio for the Project. The
mixed-use development guidelines set forth in Subsection 18.03(C)(5)of the Zoning Ordinance
are modified to allow up to 10:1 multi-family gross floor area to commercial gross floor area.
The Parties agree that this ratio is calculated Project-wide and includes any buildings within
Phase 2 and Phase 3 that are permitted to be 100% residential.
5.3 On-Site Parking Reduction for the Project. The Town and Developer
agree that, prior to consideration of each Concept Plan by the Commission, Developer shall
provide a parking analysis, prepared by an engineering firm with qualifications and experience in
preparing such analyses, showing that the required parking (as calculated pursuant to this Section
5.3) is shown on that Concept Plan to accommodate the uses for each building in the portion of
the overall Project that is covered by that Concept Plan.The parking requirements in Sections 7
and 18 of the Zoning Ordinance shall apply unless modified in this Agreement. In determining
the required parking, the following modifications to the Zoning Ordinance are hereby approved:
A.Commercial Parking. The parking requirements in Sections 18.11
and 7.04 of the Zoning Ordinance are hereby modified so that the overall number of
commercial on-site parking spaces is reduced by 20%. Additionally, Developer may
count, as part of the overall required on-site commercial parking requirement: (1)the
immediately-adjacent on-street parking spaces, and (2) the parking spaces to be included
in the portion of the New Town Parking Lots that will be constructed in conjunction with
that Phase of development. Developer agrees that street parking is used for calculation
purposes only and shall not be reserved or used exclusively for businesses within the
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Project. Further, in order to ensure that the street parking adjacent to the Project is not
utilized for residential purposes, the Town may restrict the timing or type of parking
permitted in such immediately-adjacent street areas.
B.Residential Parking. The parking requirements in Sections 18.11
and 7.04 of the Zoning Ordinance are hereby modified so that the overall number of
multiple-dwelling residential on-site parking spaces and guest parking spaces is reduced
by 20%for all dwelling unit sizes; provided, however, that each residential unit shall
have at least one dedicated, reserved parking space within 300’ of such unit. Developer
shall not (1) include as part of the overall required on-site residential parking requirement
the immediately-adjacent on-street parking spaces and (2) designate as reserved for
residential uses an y of the parking spaces to be included in the portion of the New Town
Parking Lots that will be constructed in conjunction with that Phase of development.
C.Parking Space Modifications. The Project’s parking areas may
contain parking spaces that are 17 feet deep with a 2-foot overhang over the landscape
buffer for those parking spaces that face a landscape buffer; all other spaces shall be
designed and constructed according to Town standards; provided, however, that all
disabled parking spaces shall meet ADA requirements.
D.Shared Parking. Notwithstanding the shared parking easement
requirement in Subsection 18.11(B)(5)(e), Developer is permitted to include 64 parking
spaces on the Morningstar propert y within its calculations to meet the parking
requirements, as modified in this Agreement; provided, however that the Town’s
willingness to allow Developer to include such 64 additional spaces is based upon the
assertions set forth in the June 9, 2016, letter from an authorized signatory on behalf of
MS-RCS Fountain Hills, LLC, which is on file in the office of the Town Manager.
5.4 Decrease in Size and Number of Lo ading Zones for the Project. The off-
street loading and unloading space requirements set forth in Subsection 7.04(H) of the Zoning
Ordinance are modified to permit the required dimensions of the loading zones to be reduced
from 12’x45’to 10’x30’,and to reduce the number of loading zones required on the Property to
four.
5.5 Increase of Building Height for the Project. Subject to the limitations
herein, the maximum building height restrictions in Section 18.14 of the Zoning Ordinance are
modified to allow a maximum building height of 54’, including all equipment parapets/screens,
except for “Building F”, as shown on the Land Use Plan, which shall be limited to not more than
three stories. No building in the Project may contain more than three residential floors.
5.6 Exterior Elevation Offsets for the Project. The exterior offset
requirements set forth in Subsection 18.03(C)(4)of the Zoning Ordinance are modified to (A)
decrease upper story exterior wall plane offsets (either vertical or horizontal)from a minimum of
20% to a minimum of 10%, and (B) increase the maximum length,from 10 feet to 25 feet, of any
upper story wall plane that is not offset.
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5.7.Provision of Wi-Fi. Developer shall install and operate free, public Wi-Fi
internet infrastructure along the Avenue of the Fountains in conjunction with Phase 1 and Phase
2. Such Wi-Fi internet infrastructure shall provide coverage extending along the “Avenue Plaza”
within the Avenue of the Fountains from La Montana Drive to Saguaro Boulevard and shall be
operational for (A) the segment adjacent to Phase 1 prior to issuance of a certificate of
occupancy for Phase 1, and (B) the segment adjacent to Phase 2 prior to issuance of a certificate
of occupancy for Phase 2. Each segment shall be certified to the Town by the system
designer/provider as meeting the coverage requirements of this Section 5.7. Developer shall be
solely responsible for the operation and maintenance of each segment of the Wi-Fi internet
infrastructure for a period of four years after the date the Town issues the certificate of
occupancy for Phase 1. Developer may satisfy its operation and maintenance responsibility with
respect to the Wi-Fi internet infrastructure by executing and delivering to the Town one or more
agreements with a third-party provider reasonably acceptable to the Town, which agreement(s)
shall incorporate Developer’s responsibilities under this Section 5.7. The Town’s
acknowledgment of the transferred responsibility shall be evidenced by an estoppel certificate
issued by the Town pursuant to Subsection 9.20(C) below.
5.8 Residential-Only Buildings. Subsection 18.03(C)(2) is hereby modified to
allow for residential-only use of Building “F” in Phase 2 and all buildings in Phase 3,
substantially as shown on the Land Use Plan.
6.Obligations of the Parties.
6.1 Pre-conditions to Town’s Obligations. The Town’s obligations in this
Agreement are specifically conditioned upon Developer timely performing its obligations as set
forth in Subsections 6.2(A) - (K) below. The Town’s obligations, as applicable,shall
automatically renew at the beginning of each Phase that is undertaken by Developer according to
the Development Schedule described in Section 6.2 below.
6.2 Developer’s Obligations. Developer shall perform all of its duties as set
forth in this Section in accordance with the “Development Schedule” attached hereto as Exhibit
F and incorporated herein by reference. The Town and Developer recognize and acknowledge
that market conditions and market demands impact when certain development is supported. As
such, as long as Developer is using commercially reasonable efforts to adhere to the
Development Schedule, the Town shall consider Developer’s requests for modification of the
Development Schedule in order to allow Developer to construct certain Phases (as described in
Subsection 6.2(I) below) based on then-existing market conditions and market demands. In no
event shall construction on any Phase commence more than six years following the Effective
Date of this Agreement. Developer’s failure to timely perform its obligations as set forth below
shall constitute a breach of this Agreement and shall cause the immediate termination thereof as
set forth in Section 2 above.
A.Zoning Adherence. Upon its acquisition of the applicable portion
of the Property, Developer agrees to develop that portion of the Project in accordance
with the TCCD zoning district (except as modified herein)and the applicable Concept
Plan as reviewed and approved by the Commission in its sole discretion and then
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approved by the Town Council in its sole legislative discretion. Developer shall submit a
completed Concept Plan application for each Phase to the Town staff in sufficient time to
ensure that the Town staff can review such Concept Plan, receive corrections from
Developer, and submit the completed Concept Plan to the Commission for its review and
approval or denial prior to the Town Council’s consideration of the Concept Plan.
Subject to Developer’s termination rights in Section 3.2 above, Developer agrees to
comply with any conditions associated with the final approval of each Concept Plan.
B.Acquisition of the Property. Developer agrees to complete the
acquisition (close escrow and confirm ownership) of the portion of the Property
associated with each Phase of Project not later than 120 days following Town Council
approval of the applicable Concept Plan relating to that Phase.
C.Construction Documents. Developer shall prepare and submit to
the Town for the Town’s review and approval (whether by Town staff for the items set
forth in Subsection 6.2(D) below or by third party plan review entity, as applicable), the
construction documents for the improvements to be constructed in connection with the
Project shown on the Concept Plan in accordance with the Development Schedule and
the Town’s codes, ordinances and this Agreement.
D.Third Party Review and Inspection. Developer agrees and
understands that the Town has concluded it lacks sufficient resources to provide plan
review and inspection services within the review time periods Developer desires for the
Project, causing the Town to require an outside consultant to perform the tasks on the
Town’s behalf. The Developer will be required to pay the direct costs incurred by the
Town resulting from its contract for the services of an outside firm to provide plan review
and inspection in connection with the Project. The Town shall perform all plan review
and inspections related to fire safety and planning and zoning; the Fountain Hills Sanitary
District will perform all plan review and inspections related to sanitary sewer; and Epcor
will perform all plan review and inspections related to the Project’s potable water supply.
If a third-party plan review and inspection firm is retained, Developer shall only be
responsible to pay the percentage of the Town’s then-current building permit fee, as
determined by the Town Manager at the time the Town and Developer execute a third-
party review agreement, to cover the cost of the planning and zoning/landscape plan
review and inspection. Developer shall be responsible for 100% of the cost of the plan
review and inspection fees related to fire safety.
E.Building Permits. Developer shall secure all grading, building and
construction permits in accordance with the Town code and ordinances, or as required by
any other governmental agency, prior to starting any site grading or construction
activities on the Property. Developer is permitted to submit for review building and
construction permits prior to Concept Plan approval for a Phase. The Town shall
coordinate with the third party plan review firm to ensure the plans submitted adhere to
this Agreement and the applicable Concept Plan, including any changes to such Concept
Plans required by the Town Council as part of its approval. Notwithstanding the
allowance for early building and construction plan submittal set forth in this Subsection
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6.2(E), Developer agrees and understands that no permits for the construction of a Phase
will be issued prior to Town Council approval of the Concept Plan for the portions of the
Project within that Phase.
F.Construction on Property. After final approval of the applicable
Concept Plan by the Commission and the Town Council and acquisition of the Property
according to Subsection 6.2(B) above, Developer shall commence construction of each
Phase within a commercially reasonably timeframe according to the Development
Schedule and after receipt of all building permits for vertical construction of such Phase.
For the purposes of this Agreement, (1)“vertical construction” shall mean construction
of retaining walls, exterior walls, footings or slabs of restaurant, retail, entertainment and
residences on the Property and (2) “commence construction” shall mean the
mobilization of sufficient construction resources to the Property to complete the
applicable Phase according to the Development Schedule and the Town’s codes and
ordinances.
G.Traffic Study. Developer has submitted for review and approval to
the Town a traffic impact analysis prepared by a qualified professional identifying (1) the
Project impacts (including those created by the Morningstar assisted living facility)on
traffic circulation in the area surrounding the Project, including but not limited to the area
bounded by El Lago Boulevard, Saguaro Boulevard, Avenue of the Fountains and La
Montana Drive,and (2) the Developer’s proposed mitigation for the impacts identified
(the “Traffic Study”). The required mitigation for each Phase shall be completed prior
to the issuance of a certificate of occupancy for each Phase.
H.Developer Public Improvements. Developer shall design and
construct all necessary public infrastructure improvements in accordance with the
approved plans and specifications for each Phase, including, the New Town Parking Lots
and the Open Space Improvements (collectively, the “Public Infrastructure
Improvements”).The Developer shall construct or cause to be constructed and installed
any and all portions of the Public Infrastructure Improvements in accordance with the
approved applicable Concept Plan and the Town’s adopted standards. Upon completion
by Developer and acceptance by the Town, Developer shall dedicate all such Public
Infrastructure Improvements to the Town; provided, however that such dedication and
acceptance shall not relieve Developer of its maintenance obligations as set forth in this
Agreement or in the Town’s codes, ordinances and regulations, to the extent such codes,
ordinances and regulations are not in conflict with this Agreement.
I.Phased Development. The Town acknowledges that Developer
plans to develop the Property in three Phases, as generally shown in the Land Use Plan,
as shall be more particularly described in the applicable Concept Plan as approved by the
Town Council. The Town will review and approve the portions of the Public
Infrastructure Improvements necessary for each Phase as part of its approval of the
construction documents of each Phase. The Town Manager may require that Developer
construct portions of the Public Infrastructure Improvements outside of the then-current
Phase if, in the Town Manager’s reasonable opinion, the construction sequence requested
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by Developer for its construction activities associated with the Phase will pose a threat to
public safety or to existing Town infrastructure.
J.Infrastructure Assurance. Prior to the commencement of
construction of any the Public Infrastructure Improvements associated with Phase 1,
Developer shall deposit, with an escrow agent mutually acceptable to the Town and
Developer, $100,000.00 to ensure that installation of the AOTF Parking Lot, the Ramada
and the Pocket Park (the “Phase 1 Infrastructure Assurances”), which deposit shall
promptly be released to the Developer upon Developer’s completion and the Town’s
acceptance of the AOTF Parking Lot, the Ramada and the Pocket Park.Developer and
the Town shall mutually agree upon the amount to be escrowed for Phases 2 and 3, if
any, at the time of Concept Plan submittal for each of those Phases, but only for such
Public Infrastructure Improvements directly related to such Phases (all such escrowed
amounts collectively referred to herein as the “Public Infrastructure Assurances”).
The form of escrow instructions mutually acceptable to the Town and Developer is
attached hereto as Exhibit G. The Public Infrastructure Assurances shall be deposited for
a Phase at the time permits are requested for any construction on that Phase.
K.Dedication and Acceptance. Upon completion by Developer of
any Public Infrastructure Improvements,the Town’s designated building inspector shall
promptly notify the Town in writing of the completion of such Public In frastructure
Improvements. Developer shall dedicate to the Town,at no cost to the Town,such
completed Public Infrastructure Improvements free and clear of all liens and
encumbrances and in accordance with Town standards applicable to such dedication and
acceptance. So long as such Public Infrastructure Improvements are constructed in
accordance with Town standards,as verified by the Town’s inspection of the completed
Public Infrastructure Im provements,all punch list items have been completed and the
Public Infrastructure Im provements are free of any liens and encumbrances,the Town
shall accept the Public Infrastructure Improvements, and such acceptance shall not be
unreasonably withheld or delayed. The Town shall promptly notify Developer,in
writing,of the Town’s acceptance of the Public Infrastructure Improvements.
Acceptance of any Public In frastructure Improvement is expressly conditioned upon
Developer providing a warranty for such Public Infrastructure Improvement,as provided
in Subsection 6.2(L) below. Subject to the limitation set forth below, after acceptance of
any Public Infrastructure Improvements,the Town thereafter shall maintain,repair and
operate such Public Infrastructure Improvements at its own cost,which obligation shall
survive any termination of this Agreement. Notwithstanding the Town’s maintenance
obligations set forth above, Developer shall be solely responsible for the cost of operating
(including, but not limited to costs for water, electricity and dust control) and maintaining
the New Town Parking Lots constructed on Town property as set forth in the applicable
Parking Easement Agreement, such maintenance to be conducted at the same intervals
and standards as Developer’s parking areas, subject to prior notice to, and approval by,
the Town Manager. Developer shall be solely responsible for the maintenance of all
Public Infrastructure Improvements until dedicated to, and accepted by, the Town as
provided above.
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L.Warranty. Developer or its assignee shall give to the Town a one-
year warranty for all Public Infrastructure Improvements,which warranty shall begin on
the date that the Town accepts the Public Infrastructure Improvements as provided in
Subsection 6.2(K). Any material deficiencies in material or workmanship identified by
Town staff during the one-year warranty period shall be brought to the attention of
Developer or its assignee that provided the warranty,who shall promptly remedy or cause
to be remedied such deficiencies to the reasonable satisfaction of the Town. Continuing
material deficiencies in a particular portion of the Public Infrastructure Improvements
shall be sufficient grounds for the Town to require (1) an extension of the warranty for an
additional one-year period,and (2) the proper repair of or the removal and reinstallation
of,that portion of the Public Infrastructure Improvements that is subject to such
continuing deficiencies. Regardless of whether the applicable warranty period has
expired,Developer agrees to repair any damage to the Public Infrastructure
Improvements caused by Developer’s construction activities on the Property. Nothing
contained herein shall prevent the Town or Developer from seeking recourse against any
third party for damage to the Public In frastructure Improvements caused by such third
party.
M.Site Drainage. Developer agrees and understands that the Town’s
willingness to permit reduced parking requirements on the Project site is based upon,
among other things,Developer’s use of underground storm water detention and retention.
Accordingly, Developer (1) shall not modify Project drainage in a manner inconsistent
with underground storm water facilities, and (2) shall submit for the Town’s approval as
part of the applicable Concept Plan,plans for underground storm water facilities for each
Phase.
7.Public Art Fee Obligation. In addition to Developer’s obligation to construct the
Open Space Improvements according to Section 4.4 above, Developer shall, as the remainder of
its Public Art Requirement,pay the Town 50% of the public art fee calculated at the time of
building permit and due at the time of certificates of occupancy for each Phase, as shown in
Exhibit B). After issuance of the Phase 1 certificate of occupancy, and in conjunction with the
Town’s review of the Phase 2 Concept Plan, Developer may request that the Town evaluate the
total cost of the already-completed public art components of Phase 1 and the estimated cost of
the public art components of Phase 2 and Phase 3. Any adjustment to the Public Art
Requirement shall be set forth in an amendment to this Agreement.
8.Default; Cure. If either Party fails to perform any obligation,and such Party fails
to cure its nonperformance within 30 days after notice of nonperformance is given by the non-
defaulting Party (the “Cure Period”),such Party shall be in default. In the event of such default,
the non-defaulting Party may terminate this Agreement and will have all remedies that are
available to it at law or in equity; provided, however, if the nature of the defaulting Party’s
nonperformance is such that it cannot reasonably be cured within 30 days,then the defaulting
Party will have such additional periods of time as part of the Cure Period as may be reasonably
necessary under the circumstances,provided the defaulting Party immediately commences to
cure its nonperformance and thereafter diligently continues to completion the cure of its
nonperformance. Except as may be otherwise agreed in writing by the Parties, in no event shall
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any such Cure Period exceed 60 days.Any default of this Agreement in connection with
Transferred Property (defined below) shall affect only the Transferred Property and shall not be a
default under this Agreement as to the part of the Property that is not affected by a Transfer
(defined below).Any default of this Agreement in connection with a portion of the Property that
is not Transferred Property shall affect only such portion of the Property and shall not be a
default under this Agreement as to the Transferred Property.
9.General.
9.1 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: (A) delivered to the party at the addresses set forth below; (B) deposited in the
U.S. Mail,registered or certified,return receipt requested,to the address set forth below; or (C)
given to a recognized and reputable overnight delivery service,to the address set forth below:
If to Town:Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Town Manager
With a copy to:Gust Rosenfeld,P.L.C.
One East Washington,Suite 1600
Phoenix, Arizona 85004-2553
Attn: Andrew J. McGuire, Esq.
If to Developer:N-Shea Group,LLC
14555 N. Scottsdale Road,Suite 240
Scottsdale, Arizona 85254
Attn: Bart M. Shea
With a copy to:DKL Law, PLLC
14555 N. Scottsdale Roade, Suite 240
Scottsdale, Arizona 85254
Attn:David W. Lunn, Esq.
If to Owner:Park Place Properties, LLC
1221 Cleveland Street
Wilmette, Illinois 60091
Attn: Sam Gambacorta
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: (A) when delivered to the party; (B) three business days after being placed in the U.S.
Mail,properly addressed,with sufficient postage; or (C) the following business day after being
given to a recognized overnight delivery service,with the person giving the notice paying all
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required charges and instructing the delivery service to deliver on the following business day. 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.
9.2 Entire Agreement; Amendment. This Agreement (including Exhibits A -
G attached hereto, which are incorporated herein by this reference) is intended to be and
constitutes the entire agreement between the Parties with respect to the subject matter hereof; and
may be amended onl y by an instrument in writing signed by the Town, Developer and the then-
current owner of any portion of the Property affected by such amendment. No amendment or
waiver of any provision in this Agreement shall be binding (A) on the Town unless and until it
has been approved by the Town Council and has become effective, (B) on Developer unless and
until it has been executed by an authorized representative of Developer, or (C) on the then-
current owner of the Property unless it has been executed by an authorized representative of such
owner.An y amendment to this Agreement in connection with Transferred Property (defined
below) shall affect only the Transferred Property and shall not be an amendment of this
Agreement as to the part of the Property that is not affected by a Transfer (defined below). An y
amendment to this Agreement in connection with a portion of the Property that is not Transferred
Property shall affect only such portion of the Property and shall not be an amendment of this
Agreement as to the part of the Property that is affected by a transfer.
9.3 Headings; References. The headings herein are inserted only as a matter of
convenience and for reference and in no way define,limit or describe,the meaning of any
provision or the scope or intent of this Agreement nor in any way affect the terms and provisions
hereof.
9.4 Time of the Essence. Time is of the essence with regard to performance
under the terms and provisions of this Agreement,and any amendment, modification or revision
hereof,with respect to the actions and obligations of each person bound by the terms hereof.
9.5 Attorney’s Fees. If either Party or Owner commences an action against
another to interpret or enforce any of the terms of this Agreement or because of the breach by the
other of any of the terms hereof,the losing party shall pay to the prevailing party reasonable
attorney’s fees, costs and expenses,including expert witness fees,incurred in connection with
the prosecution or defense of such action. For the purpose of this Agreement,the term
“attorney’s fees,costs and expenses”shall mean the fees and expenses of counsel to the Parties
or Owner, as applicable,which may include printing, duplicating and other expenses,air freight
charges,and fees billed for law clerks,paralegals,librarians and others not admitted to the bar
but performing services under the supervision of an attorney. The term “attorneys’fees,costs
and expenses”shall also include all such fees and expenses incurred with respect to appeals,
arbitrations and bankruptcy proceedings.
9.6 Recordation. This Agreement shall be recorded by the Town in its
entirety in the Maricopa County Recorder’s Office not later than 10 days after it is fully executed
by the Parties and Owner.This Agreement shall run with the title to the Property, and be binding
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upon all successor owners of the Property, and all other persons having any right, title or interest
in or to the Property; provided, however, upon (A) receipt of a certificate of occupancy for any
portion of the Property and (B) completion of all Developer obligations under this Agreement
related to that portion of the Property and associated warranty obligations to the Town, as
provided in Section 6.2(L) above,such completion to be evidenced by an estoppel certificate
issued by the Town under Section 9.20(C) below,the then-current owner of such portion of the
Property shall be permitted to terminate this Agreement as to such portion of the Property by
instrument recorded in the real property records of Maricopa County, Arizona.
9.7 Choice of Law, Venue and Attorneys’Fees. The laws of the State of
Arizona shall govern any dispute,controversy,claim or cause of action arising out of or related
to this Agreement. The venue for any such dispute shall be Maricopa County,Arizona; Owner
and each Party and the then-current owner of the Property each hereby waives the right to object
to venue in Maricopa County for any reason.
9.8 Good Standing; Authority. Developer represents and warrants that it is
duly formed and validly existing under the laws of the State of Arizona.Owner represents and
warrants that it is duly formed and validly existing under the laws of the State of Arizona. The
Town represents that it is a municipal corporation within Arizona.Both Parties and the Owner
represent and warrant that the individual executing this Agreement on behalf of their respective
entities are authorized and empowered to bind the entity on whose behalf each such individual is
signing.
9.9 Assignment. Developer shall transfer or assign (“Transfer”) all of its
rights and obligations under this Agreement with respect to any portion of the Property to any
person or entity (“Transferee”) who acquires such portion of the Property, which Transfer shall
occur when the Transferee takes title to such portion of the Property. Developer shall be
released from its obligations under this Agreement and any associated easement agreement with
respect to the portion of the Property that is transferred (“Transferred Property”), so long as all
of the following conditions have been met:
A.Proper Notice. Developer has given the Town notice of the
Transfer, which shall include a legal description of the Transferred Property and the
name, address and telephone number for notice purposes, of the Transferee.
B.Acceptance by Transferee. The Transferee has agreed, in writing,
to be subject to all of the provisions of this Agreement applicable to the Transferred
Property and any applicable easement agreement associated with the Transferred
Property.
9.10 Third Parties. No term or provision of this Agreement is intended to,or
shall be,for the benefit of any person or entity not a signatory hereto,and no such other person
or entity shall have any right or cause of action hereunder.
9.11 No Partnership. None of the terms or provisions of this Agreement shall
be deemed to create a partnership between or among the parties hereto,nor shall this Agreement
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cause them to be considered joint ventures or members of any joint enterprise. Each party hereto
shall be considered a separate entity,and no party hereto shall have the right to act as an agent
for another party hereto, unless expressly authorized to do so herein or by separate written
instrument signed by the party to be charged.
9.12 Waiver. No delay in exercising any right or remedy shall constitute a
waiver thereof,and no waiver of any breach shall be construed as a waiver of any preceding or
succeeding breach of the same or any other covenant,or condition of this Agreement. No waiver
shall be effective unless it is in writing and is signed by the party asserted to have granted such
waiver.
9.13 Further Documentation. The parties hereto agree in good faith to execute
such further or additional instruments and documents and to take such further commercially
reasonable acts as may be necessary or appropriate to fully carry out the intent and purpose of
this Agreement, in each case, at no additional expense to the party hereto who does not initiate
the request.
9.14 Fair Interpretation. The Parties and Owner have been represented by
counsel in the negotiation and drafting of this Agreement and this Agreement shall be construed
according to the fair meaning of its language. The rule of construction that ambiguities shall be
resolved against the party who drafted a provision shall not be employed in interpreting this
Agreement.
9.15 Counterparts. This Agreement may be executed in counterparts,each of
which shall be an original but all of which shall constitute one and the same instrument.
9.16 Computation of Time. In computing any period of time under this
Agreement,the date of the act or event from which the designated period of time begins to run
shall not be included. The last date of the period so completed shall be included unless it is a
Saturday,Sunday or legal holiday,in which event the period shall run until the end of the next
day that is not a Saturday,Sunday or legal holiday. The time for performance of any obligation
or taking any action under this Agreement shall be deemed to expire at 5:00 p.m. (local time,
Phoenix,Arizona) on the last day of the applicable time period provided herein.
9.17 Conflict of Interest. Pursuant to ARIZ. REV. STAT. § 38-503 and § 38-511,
no member,official or employee of the Town shall have any personal interest,direct or indirect,
in this Agreement,nor shall any such member,official or employee participate in any decision
relating to this Agreement which affects his or her personal interest or the interest of any
corporation,partnership or association in which he or she is,directly or indirectly,interested.
This Agreement is subject to cancellation pursuant to the terms of ARIZ.REV.STAT. § 38-511.
9.18 Severability. Every provision of this Agreement is and will be construed
to be a separate and independent covenant. If any provision in this Agreement or the application
of the same is,to any extent,found to be invalid or unenforceable,the remainder of this
Agreement or the application of that provision to circumstances other than those to which it is
invalid or unenforceable will not be affected by that invalidity or unenforceability. Each
2440206.22
18
provision in this Agreement will be valid and will be enforced to the extent permitted by law and
the Parties will negotiate in good faith for such amendments of this Agreement as may be
necessary to achieve its intent,notwithstanding such invalidity or unenforceability.
9.19 Covenant of Good Faith. In exercising their rights and in performing their
obligations pursuant to this Agreement,the Parties will cooperate with one another in good faith
to ensure the intent of this Agreement can be attained.
9.20 Estoppel Certificate. Upon Developer’s (or the owner of a Transferred
Property’s) written request,the Town will execute,acknowledge and deliver to the requesting
party and all other parties identified by the requesting party,including without limitation
assignees,transferees,tenants,purchasers,investors,title insurance companies, lenders,and
mortgagees,a written statement certifying (A) that this Agreement is unmodified and in full
force and effect (or,if there have been modifications,that this Agreement is in full force and
effect,as modified,and stating modifications), (B) whether there are any existing breaches or
defaults then known to the Town under this Agreement,and if so,specifying the same, and/or
(C) the status of any remaining Developer obligations, including warranty obligations under
Section 6.2(L) above with respect to Public In frastructure Improvements, specifically including
the applicable Phase under which such warranty obligations were incurred and whether any
obligations remain with respect to such Phase. The Town will deliver the statement to the
requesting party within 15 days after request. The Town acknowledges that the requesting party
and any such assignee,transferee,tenant,purchaser,investor,title company, lender,or
mortgagee may rely upon such statement as true and correct.
[SIGNATURES ON FOLLOWING PAGES]
2440206.22
19
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
and year first set forth above.
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
Linda M. Kavanagh,Mayor
ATTEST:
Bevelyn J. Bender,Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2016,before me personally appeared Linda M. Kavanagh,
the Mayor of the TOWN OF FOUNTAIN HILLS,an Arizona municipal corporation,whose
identity was proven to me on the basis of satisfactory evidence to be the person who she claims
to be,and acknowledged that she signed the above document,on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
2440206.22
20
“Developer”
N-SHEA GROUP,LLC,
an Arizona limited liability company
By:
Bart M. Shea,Member
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ________________________, 2016,before me personally appeared Bart M. Shea,
Member of N-SHEA GROUP,LLC,an Arizona limited liability company,whose identity was
proven to me on the basis of satisfactory evidence to be the person who he claims to be,and
acknowledged that he signed the above document on behalf of such limited liability company.
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
2440206.22
21
“Owner”
Park Place Properties, LLC,
an Arizona limited liability company
By:
Sam Gambacorta, Member
(ACKNOWLEDGMENT)
STATE OF_______________)
) ss.
COUNTY OF ____________)
On ________________________, 2016,before me personally appeared Sam
Gambacorta,a member of Park Place Properties, LLC,an Arizona limited liability company,
whose identity was proven to me on the basis of satisfactory evidence to be the person who
he/she claims to be,and acknowledged that he signed the above document on behalf of Park
Place Properties, LLC.
Notary Public
(Affix notary seal here)
2440206.22
EXHIBIT A
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
[Legal Description of the Property]
2440206.22
EXHIBIT B
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
[Approved Land Use Plan]
2440206.22
EXHIBIT C
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
[Insurance and Indemnification Requirements]
See following page.
2665158.3
INSURANCE AND INDEMNIFICATION
1.Insurance.
1.1 General.
A.Insurer Qualifications. Without limiting any obligations or liabilities of
Developer, Developer shall purchase and maintain, at its own expense, hereinafter stipulated
minimum insurance with insurance companies authorized to do business in the State of Arizona
pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A-or above
with policies and forms satisfactory to the Town. Failure to maintain insurance as specified
herein is a material default and may result in termination of this Agreement.
B.No Representation of Coverage Adequacy. By requiring insurance herein,
the Town does not represent that coverage and limits will be adequate to protect Developer. The
Town reserves the right to review any and all of the certificates of insurance policies and/or
endorsements cited in this Agreement,but has no obligation to do so. Failure to demand such
evidence of full compliance with the insurance requirements set forth in this Agreement or
failure to identify any insurance deficiency shall not relieve Developer from, nor be construed or
deemed a waiver of, its obligation to maintain the required insurance at all times during the
performance of this Agreement.
C.Additional In sured. All insurance coverage, except Workers’
Compensation insurance and Professional Li ability insurance, if applicable, shall name, to the
fullest extent permitted by law for claims arising out of the performance of this Agreement, the
Town, its agents, representatives, officers, directors, officials and employees as Additional
Insured as specified under the respective coverage sections of this Agreement.
D.Coverage Term. All insurance required herein shall be maintained in full
force and effect until all work performed in connection with the Project is satisfactorily
performed, completed and formally accepted by the Town, unless specified otherwise in this
Agreement.
E.Primary Insurance. Developer’s insurance shall be primary insurance with
respect to performance of this Agreement and in the protection of the Town as an Additional
Insured.
F.Claims Made. In the event any insurance policies required by this
Agreement are written on a “claims made” basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past completion
and acceptance of the services. Such continuing coverage shall be evidenced by submission of
annual Certificates of Insurance citing applicable coverage is in force and contains the provisions
as required herein for the three-year period.
G.Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery (subrogation)
2665158.3
against the Town, its agents, representatives, officials, officers and employees for any claims
arising out of the work or services of Developer. Developer shall arrange to have such
subrogation waivers incorporated into each policy via formal written endorsement thereto.
H.Policy Deductibles and/or Self-Insured Retentions. The policies set forth
in these requirements may provide coverage that contains deductibles or self-insured retention
amounts. Such deductibles or self-insured retention shall not be applicable with respect to the
policy limits provided to the Town. Developer shall be solely responsible for any such
deductible or self-insured retention amount.
I.Use of Contractors. If any work under this Agreement is contracted in any
way, Developer shall execute written agreements with its contractors containing the
indemnification provisions set forth in this Section and insurance requirements set forth herein
protecting the Town and Developer. Developer shall be responsible for executing an y
agreements with its contractors and obtaining certificates of insurance verifying the insurance
requirements.
J.Evidence of Insurance. Prior to commencing any work or services under
this Agreement, Developer will provide the Town with suitable evidence of insurance in the
form of certificates of insurance and appropriate endorsements with respect to the insurance
policies as required by this Agreement, issued by Developer’s insurance insurer(s) as evidence
that policies are placed with acceptable insurers as specified herein and provide the required
coverages, conditions and limits of coverage specified in this Agreement and that such coverage
and provisions are in full force and effect. Confidential information such as the policy premium
may be redacted from the declaration page(s) of each insurance policy, provided that such
redactions do not alter any of the information required by this Agreement. The Town shall
reasonably rely upon the certificates of insurance and endorsements of the insurance policies as
evidence of coverage but such acceptance and reliance shall not waive or alter in any way the
insurance requirements or obligations of this Agreement. If any of the policies required by this
Agreement expire during the life of this Agreement, it shall be Developer’s responsibility to
forward renewal certificates and declaration page(s) to the Town 30 days prior to the expiration
date. All certificates of insurance and endorsements required by this Agreement shall be
identified by referencing this Agreement. Additionally, certificates of insurance and declaration
page(s) of the insurance policies submitted without referencing this Agreement will be subject to
rejection and may be returned or discarded. Certificates of insurance and declaration page(s)
shall specifically include the following provisions:
(1)The Town, its agents, representatives, officers, directors, officials
and employees are Additional Insureds as follows:
(a)Commercial General Li ability –Under Insurance Services
Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b)Auto Liability –Under ISO Form CA 20 48 or equivalent.
(c)Excess Liability –Follow Form to underlying insurance.
2665158.3
(2)Developer’s insurance shall be primary insurance with respect to
performance of this Agreement.
(3)All policies, except for Professional Liability, including Workers’
Compensation, waive rights of recovery (subrogation) against Town, its agents,
representatives, officers, officials and employees for any claims arising out of work or
services performed by Developer under this Agreement.
(4)ACORD certificate of insurance form 25 (2014/01) is required.
1.2 Required Insurance Coverage.
A.Commercial General Liability. Developer shall maintain “occurrence”
form Commercial General Li ability insurance with an unimpaired limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual
Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability arising
from premises, operations, contractors, products-completed operations, personal injury and
advertising injury. Coverage under the policy will be at least as broad as ISO policy form CG 00
010 93 or equivalent thereof, including but not limited to, separation of insureds clause. To the
fullest extent allowed by law, for claims arising out of the performance of this Agreement, the
Town, its agents, representatives, officers, officials and employees shall be cited as an Additional
Insured under ISO, Commercial General Li ability Additional Insured Endorsement form CG 20
10 03 97, or equivalent.If any Excess insurance is utilized to fulfill the requirements of this
subsection, such Excess insurance shall be “follow form” equal or broader in coverage scope
than underlyi ng insurance.
B.Vehicle Liability. Developer shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Developer’s owned, hired and
non-owned vehicles assigned to or used in the performance of the Developer’s work or services
under this Agreement. Coverage will be at least as broad as IS O coverage code “1” “any auto”
policy form CA 00 01 12 93 or equivalent thereof. To the fullest ex tent allowed by law, for
claims arising out of the performance of this Agreement, the Town, its agents, representatives,
officers, directors, officials and employees shall be cited as an Additional Insured under ISO
Business Auto policy Designated Insured Endorsement form CA 20 48 or equivalent. If an y
Excess insurance is utilized to fulfill the requirements of this subsection, such Excess insurance
shall be “follow form” equal or broader in coverage scope than underlying insurance.
C.Workers’ Compensation Insurance. Developer shall maintain Workers’
Compensation insurance to cover obligations imposed by federal and state statutes having
jurisdiction over Developer’s employees engaged in the performance of work or services under
this Agreement and shall also maintain Employers Liability Insurance of not less than $500,000
for each accident, $500,000 disease for each employee and $1,000,000 disease policy limit.
1.3 Cancellation and Expiration Notice. Insurance required herein shall not expire, be
canceled, or be materially changed without 15 days’ prior written notice to the Town.
2665158.3
2.Indemnification.To the fullest extent permitted by law, the Developer shall indemnify,
defend and hold harmless the Town and each council member, officer, employee or agent thereof
(the Town and any such person being herein called an “Indemnified Party”), for, from and
against any and all losses, claims, damages, liabilities, costs and expenses (including, but not
limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to
which any such Indemnified Party may become subject, under an y theory of liability whatsoever
(“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are
caused by or based upon negligent acts, errors, mistakes or omissions,or intentional misconduct,
in connection with the work or services of the Developer, its officers, employees, agents, or an y
tier of subcontractor in the performance of this Agreement. The amount and type of insurance
coverage requirements set forth below will in no way be construed as limiting the scope of the
indemnity in this Section.
2440206.22
EXHIBIT D
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
[Sample AOTF Drainage Easement]
2665200.3
WHEN RECORDED RETURN TO:
Town of Fountain Hills
Attn: Town Clerk
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
This Agreement is exempt from the real estate
transfer fee and Affidavit of Property Value
pursuant to A.R.S. §11-1134(A)(2)
DRAINAGE EASEMENT AGREEMENT
GRANTOR: ______________________________________
GRANTEE: TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation
THIS DRAINAGE EASEMENT AGREEMENT (this “Easement Agreement”) is entered
into ______________________, by and between Grantor and Grantee for the purposes set forth
below.Grantor and Grantee are sometimes referred to herein collectively as the “Parties,” or
individually as a “Party.”
RECITALS
A.Grantor is the owner of that certain real property at the southwest corner of the
intersection of Verde River Drive and the Avenue of the Fountains in the Town of Fountain
Hills, Arizona (the “Receiving Property”) as described and depicted on Exhibit 1, attached hereto
and incorporated herein by this reference.
B.Grantee is the owner of that certain real property at the southeast corner of the
intersection of La Montana Drive and the Avenue of the Fountains in the Town of Fountain
Hills, Arizona (the “Town Property”) as described depicted on Exhibit 1, which property is
adjacent to Grantor’s Receiving Property.
C. Pursuant to the Development Agreement between the Town of Fountain Hills,
N-Shea Group and Park Place Properties, LLC,dated _____________, 2016 (the “Development
Agreement”), Grantor will utilize a portion of the Town Property for parking, which parking will
eliminate a retention basin necessary for drainage of the Town Property. Accordingly, Grantor
has agreed to perpetually receive drainage from the Town Property.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference and the mutual covenants set forth below, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
2665200.3
2
1.Grant of Easement. Grantor hereby grants to Grantee a limited,non-exclusive,
perpetual easement for drainage purposes, together with the necessary right of access, ingress
and egress (the “Easement”) over the portion of Receiving Property (the “Easement Area”), as
depicted and more particularly described on Exhibit 1. Grantor shall design,construct and
maintain drainage facilities on the Receiving Property (the “Drainage Facilities”) in a manner
that drains both the Receiving Property and the Town Property in a manner consistent with the
design of the Drainage Facilities as approved by the Grantee.
2. Maintenance of Easement. Grantor hereby agrees that it is solely responsible for
maintaining and repairing, as necessary, the Drainage Facilities in good working order and free
and clear of any debris that might impede the flow of water through the Drainage Facilities. If
Grantor fails to perform any obligations set forth herein, and fails to cure its nonperformance
within three business days following written notice thereof from Grantee (unless, with respect to
any such breach the nature of which cannot reasonably be cured within such three-day period,
Grantee commences such cure within such three-day period and thereafter diligently prosecutes
such cure to completion, which completion must occur not later than five days after the date of
the notice), Grantee may cure Grantor’s nonperformance.In the event of such cure by Grantee,
Grantor hereby agrees to pay Grantee an amount equal to 125% of the total of all costs
reasonabl y incurred by Grantee in the completion of such cure, including reasonable labor and
material costs related to Grantee’s employees. Notwithstanding the foregoing, the thirty-day
notice required above shall not be required if Grantee must act to prevent imminent harm to the
Town Property; in such instances, Grantee shall give such notice as is reasonable under the
circumstances.
3.Indemnification. Grantor shall indemnify, defend and hold harmless Grantee and
each council member, officer, employee, contractor or agent thereof (Grantor and any such
person being herein called an “Indemnified Party”), for, from and against any and all losses,
claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys’ fees, court costs and the costs of appellate proceedings) to which an y such
Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”),
insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or
based upon (i) the negligent design and construction of the Drainage Facilities or (ii)failure to
properly maintain the Easement Area by Grantee, its employees, agents or any tier of
subcontractor acting on Grantor’s behalf. The provisions of this Section will survive for a period
of one year following the termination of this Easement Agreement.
4.No Other Interest. Grantee acknowledges and agrees that except for the
Easement, Grantee claims no right, title or interest in or to any portion of the Receiving Property.
5.Permits; Compliance with Laws. Grantor shall secure, maintain and comply with
all required licenses, permits and certificates relating to, or otherwise necessary or appropriate
for the purposes under this Easement Agreement. Grantor shall comply with all applicable
federal, state and local laws, rules, regulations, statues, codes, orders and ordinances, including
but not limited to, those governing the prevention, abatement and elimination of pollution or
protection of the environment.
2665200.3
3
6.Assignment.Neither Grantor nor Grantee shall have the right or authority to
assign, in whole or in part, any of its rights or obligations under this Easement Agreement, or any
portion of this Easement Agreement to an y third party without the prior, written consent of the
other Party, which consent shall not be unreasonably delayed, conditioned or denied.
Notwithstanding the foregoing, Grantor and Grantee acknowledge and agree that no such
consent shall be required if the underl yi ng property burdened or benefitted by this Easement
Agreement is transferred or conveyed to a third party.
7.Running of Benefits and Burdens.All provisions of this Easement Agreement,
including the benefits and burdens, run with the land and are binding upon and inure to Grantor,
Grantee and their respective successors and assigns.
8.Additional Easements.Nothing contained in this Easement Agreement shall prohibit
Grantor from conveying additional easements for access, drainage, utility or other purposes through,
over, under, upon, in, across and along the Easement Area; provided, however, that no such
additional rights or easements shall unreasonably impair the use of the Drainage Facilities.
9. Notices and Requests. Any notice or other communication required or permitted
to be given under this Easement 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; or (iii) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to Grantee: Town of Fountain Hills
16705 East Avenue of the Fountains.
Fountain Hills, Arizona 85268
Attn: Town Manager
With a copy to:GUST ROSENFELD,P.L.C.
One East Washington, Suite 1600
Phoenix, Arizona 85004-2553
Attn: Andrew J. McGuire, Esq.
If to Grantor: ________________________
Attn:
With a copy to:Real Capital Solutions, Inc.
371 Centennial Parkway, Suite 200
Louisville, CO 80027
Attn: Senior Counsel
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.
2665200.3
4
Mail, properly addressed, with sufficient postage; or (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.If
a cop y 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.
10.Headings. The headings herein are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope or intent of this document nor in
any way affect the terms and provisions hereof.
11.Severability. Invalidation of any of the provisions contained in this Easement
Agreement, or of the application thereof to any person by judgment or court order shall in no
way affect any of the other provisions hereof or the application thereof to any person and the
same shall remain in full force and effect.
12.Attorney’s Fees. If either Party commences an action against the other to
interpret or enforce any of the terms of this Easement Agreement or because of the breach by the
other Party of any of the terms hereof, the losing Part y shall pay to the prevailing Party
reasonable attorney’s fees, costs and expenses, including expert witness fees, incurred in
connection with the prosecution or defense of such action. For the purpose of this Easement
Agreement, the terms “attorney’s fees, costs and expenses” shall mean the fees and expenses of
counsel to the respective Parties, which may include printing, duplicating and other expenses, air
freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to
the bar but performing services under the supervision of an attorney. The term “attorneys’ fees,
costs and expenses” shall also include, without limitation, all such fees and expenses incurred
with respect to appeals, arbitrations and bankruptcy proceedings.
13.Negation of Partnership. None of the terms or provisions of this Easement
Agreement shall be deemed to create a partnership between or among the Parties in their
respective businesses or otherwise, nor shall it cause them to be considered joint ventures or
members of any joint enterprise. Each Party shall be considered a separate owner, and no Party
shall have the right to act as an agent for another Party, unless expressly authorized to do so
herein or by separate written instrument signed by the Party to be charged.
14.Applicable Law; Venue. This Easement Agreement shall be governed by the
laws of the State of Arizona and suit pertaining to this Easement Agreement may be brought only
in courts in Maricopa County, Arizona.
15.Counterparts.This Easement Agreement may be executed in counterparts, all of
which are identical, each of which shall be deemed an original, and all of which counterparts,
when executed, taken together shall constitute one and the same instrument.
16. Entire Agreement.This instrument contains the entire agreement between the
Parties relating to the subject matter hereof. Any oral representations or modifications
2665200.3
5
concerning this instrument shall be of no force or effect, excepting a subsequent recorded
modification, signed by Grantor and Grantee or their respective successors or assigns.
IN WITNESS WHEREOF, the Parties have executed this Drainage Easement Agreement
on the date first set forth above.
“Grantee”
TOWN OF FOUNTAIN HILLS
an Arizona municipal corporation
Linda M. Kavanagh, Mayor
ATTEST:
Bevelyn J. Bender, Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2016, before me personally appeared Linda M. Kavanagh,
the Mayor of the TOWN OF FOUNTAIN HILLS,an Arizona municipal corporation, whose
identity was proven to me on the basis of satisfactory evidence to be the person who she claims
to be, and acknowledged that she signed the above document, on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
2665200.3
6
“Grantor”
________________________,
____________________________
By:
Name:
Title:
(ACKNOWLEDGMENT)
STATE OF_______________)
) ss.
COUNTY OF ____________)
On ___________________________________, before me personally appeared
_________________________, ____________________ of ________________________,
whose identity was proven to me on the basis of satisfactory evidence to be the person who
he/she claims to be, and acknowledged that he/she signed the above document on behalf of
_________________________.
Notary Public
(Affix notary seal here)
2665200.3
EXHIBIT 1
TO
DRAINAGE EASEMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
________________________
[Legal Description Town Property, Receiving Property and Easement Area]
See following pages.
2440206.22
EXHIBIT E
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP,LLC
AND
PARK PLACE PROPERTIES,LLC
[Sample Parking Easement Agreement]
2665177.3
WHEN RECORDED RETURN TO:
Town of Fountain Hills
Attn: Town Clerk
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
PARKING EASEMENT AGREEMENT
THIS PARKING EASEMENT AGREEMENT (this “Easement Agreement”) is entered
into _____________, 2016, by and between the Town of Fountain Hills, an Arizona municipal
corporation (“Grantor”), and _____________________________________________
(“Grantee”). Grantor and Grantee are sometimes referred to herein collectively as the “Parties,”
or individually as a “Party.”
RECITALS
A.Grantor owns that certain real property located east of the southeast corner of
Avenue of the Fountains and La Montana Drive in Fountain Hills, Arizona, more particularly
described and depicted in Exhibit 1,attached hereto and incorporated herein by reference (the
“Town Parcel”).
B. Grantee owns that certain real property located at the southeast corner of Verde
River Drive and Avenue of the Fountains in Fountain Hills, Arizona, as more particularly
described and depicted in Exhibit 1 (the “Developer Property”). Developer intends to construct a
multifamily and retail project in phases, including but not limited to retail shopping areas,
restaurants, offices, and related uses (the “Project”), on the Developer Propert y.Grantee
requires use of the Town Parcel for parking related to the Project.
C.Grantor desires to grant to Grantee and its successors and assigns a permanent
nonexclusive easement for ingress, egress, parking and pedestrian access on, over and across the
Town Parcel for use in connection with the Project.
D.Grantor further desires to grant to Grantee a temporary exclusive construction
easement over, on and across the currently unpaved portion of the Town Parcel (the “Easement
Area”) for the purpose of designing and constructing paved parking facilities thereon in
accordance with Town codes, ordinances and regulations as such may be modified by the
Development Agreement between the Town of Fountain Hills and N-Shea Group, LLC and Park
Place Properties, LLC, dated ____________, 2016 (the “Development Agreement”).
E. [For Phase 1 only: Grantee agrees, as part of its maintenance obligations set
forth below, to maintain the Pocket Pa rk (as defined in the Development Agreement) to be
constructed by Grantee on the Town Parcel.]
2665177.3 2
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference and the mutual covenants set forth below, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereb y agree as follows:
1.Grant of Easements. Grantor hereby expressly grants to Grantee and to its
successors and assigns, for the benefit of the Developer Property the following easements
through, on,over, under, upon, in, across and along the Town Parcel, subject to termination as
set forth in Section 2 below:
1.1 Parking and Maintenance Easement. Grantor hereby grants a non-
exclusive and perpetual right and easement (the “Parking and Maintenance Easement”) for the
purpose of ingress, egress, parking and pedestrian access,and on-going maintenance activities of
the paved parking facilities.[For Phase 1 only, add reference to the Pocket Park]
1.2 Temporary Construction Easement. Grantor hereby grants an exclusive
temporary right and easement (the “Construction Easement”)for the purpose of ingress egress,
design, installation and construction of the parking facilities. Together, the Parking and
Maintenance Easement and the Construction Easement may be referred to herein as the
“Easement”.[For Phase 1 only,add reference to the Pocket Park]
2. Termination of the Easement. The Easement granted herein shall terminate
(i)immediately upon termination of the Development Agreement with respect to [Phase 1 /
Phase 3]caused by a breach of such agreement by the Developer (as such term is defined in the
Development Agreement), (ii) at such time as [Phase 1 / Phase 3]has been abandoned for a
period in excess of 180 consecutive days,or (iii) after completion of the parking facilities, the
failure of Grantee to maintain the Easement Area as set forth in Section 3 below following the
notice and cure process set forth in Section 7.2 below. Upon occurrence of any terminating
event as set forth above, this Easement Agreement shall fully terminate and neither Party shall
have any further rights or obligations herein. Notwithstanding the foregoing, the Construction
Easement shall automatically terminate upon the Town’s acceptance of the associated parking
facilities.
3.Operation and Maintenance.
3.1 Parking Lot. Grantee shall be solely responsible for the (A) perpetual
maintenance and repair of all pavement, markings, signage, dust control, landscaping, irrigation,
electrical and lighting located within the Easement Area,and (B) payment of any electrical or
water costs associated with the parking facilities located within the Easement Area. Such
maintenance and repair shall be conducted at the same intervals and standards as Grantee’s
parking areas.
3.2 [For Phase 1 only: Pocket Park. Grantee shall be solely responsible
for maintaining the landscape improvements, irrigation, lighting and other improvements
2665177.3 3
within the Pocket Park to the same or better standards as the “Avenue Plaza” area within
the Avenue of the Fountains.]
4. Indemnification. Grantee shall indemnify, defend and hold harmless Grantor and
each council member, officer, employee, contractor or agent thereof (Grantee and any such
person being herein called an “Indemnified Party”), for, from and against any and all losses,
claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable
attorneys’ fees, court costs and the costs of appellate proceedings) to which an y such
Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”),
insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or
based upon (i) the negligent design and construction of the Parking Lot [For Phase 1 only: and
the Pocket Park]on the Easement Area, or (ii) failure to properl y maintain the Easement Area
by Grantee, its employees, agents or any tier of subcontractor acting on Grantee’s behalf. The
provisions of this Section will survive for a period of one year following the termination of this
Easement Agreement.
5. Insurance. Each of the Parties shall, at its sole cost and expense, carry
commercial general liability insurance, naming the other Party as additional insured, covering
injury, death, disability or illness of any person, or damage to property, occurring in, on or about
its real property, with liability limits not less than $2,000,000. The policies of insurance
provided herein shall be issued by insurance companies qualified to do business in the State of
Arizona and reasonabl y acceptable to the Parties. Each such insurance company shall have a
rating of at least A, Class IX in Best’s Key Rating Guide. Copies of certificates evidencing the
insurance policies that each Party is required to carry hereunder, shall be delivered to the other
Party within five days after the date on which this Easement Agreement is recorded. The
policies of insurance must contain a provision or endorsement that the company writing said
policy will give to the other Part y 30 days’ notice in writing of any modification, cancellation or
lapse of effective date or any reduction in the amount of insurance. Not more frequently than
every five years, if, in the reasonable opinion of either Party the amount of the commercial
general liability insurance coverage at that time is not adequate, the Parties shall meet and
discuss additional insurance as may be reasonable for comparable facilities in the greater
metropolitan Phoenix area.
6.Notices and Requests. Any notice or other communication required or permitted
to be given under this Easement 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; or (iii) given
to a recognized and reputable overnight delivery service, to the address set forth below:
If to Grantor: Town of Fountain Hills
16705 East Avenue of the Fountains.
Fountain Hills, Arizona 85268
Attn: Town Manager
2665177.3 4
With a copy to:GUST ROSENFELD,P.L.C.
One East Washington, Suite 1600
Phoenix, Arizona 85004-2553
Attn: Andrew J. McGuire, Esq.
If to Grantee: _____________________
Attn:
With a copy to:Real Capital Solutions, Inc.
371 Centennial Parkway, Suite 200
Louisville, CO 80027
Attn: Senior Counsel
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; or (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.If
a cop y 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 Part y, and not its counsel or other recipient to which a cop y of the
notice may be sent, is deemed to have received the notice.
7.Self-Help. In addition to all other remedies available at law or in equity, upon the
failure of a defaulting Party to cure a breach of this Easement Agreement within 30 days
following written notice thereof by the non-defaulting Party (unless, with respect to any such
breach the nature of which cannot reasonably be cured within such 30-day period, the defaulting
Party commences such cure within such 30 day period and thereafter diligently prosecutes such
cure to completion, which completion must occur not later than 60 days after the date of the
notice), the non-defaulting Party shall have the right to perform such obligation contained in this
Easement Agreement on behalf of such defaulting Party and be reimbursed by such defaulting
Party upon demand for the reasonable costs thereof together with interest at the prime rate
charged from time to time by Bank of America (its successors or assigns), plus 2% (not to
exceed the maximum rate of interest allowed by law). Notwithstanding the foregoing, in the
event of (A) an emergency, (B) blockage or material impairment of the Easement rights, or (C)
the unauthorized parking of vehicles on the Town parcel, the non-defaulting Party may
immediately cure the same and be reimbursed by the defaulting Party upon demand for the
reasonable cost thereof together with interest as above described.
8.Duration. Unless otherwise cancelled or terminated as set forth herein, the
Easement granted in this Easement Agreement shall continue in perpetuity.
2665177.3 5
9.Document Execution, Modification and Cancellation. This Easement Agreement
(including exhibits) may be modified or cancelled only by agreement between Grantor and
Grantee.
10.Headings. The headings herein are inserted only as a matter of convenience and
for reference and in no way define, limit or describe the scope or intent of this document nor in
any way affect the terms and provisions hereof.
11.Time of the Essence. Time is of the essence with regard to performance under the
terms and provisions of this Easement Agreement, and any amendment, modification or revision
thereof, with respect to the actions and obligations of each person bound by the terms hereof.
12.Severability. Invalidation of any of the provisions contained in this Easement
Agreement, or of the application thereof to any person by judgment or court order shall in no
way affect any of the other provisions hereof or the application thereof to any person and the
same shall remain in full force and effect.
13.Attorney’s Fees. If either Party commences an action against the other to
interpret or enforce any of the terms of this Easement Agreement or because of the breach by the
other Party of any of the terms hereof, the losing Part y shall pay to the prevailing Party
reasonable attorney’s fees, costs and expenses, including expert witness fees, incurred in
connection with the prosecution or defense of such action. For the purpose of this Easement
Agreement, the terms “attorney’s fees, costs and expenses” shall mean the fees and expenses of
counsel to the respective Parties, which may include printing, duplicating and other expenses, air
freight charges, and fees billed for law clerks, paralegals, librarians and others not admitted to
the bar but performing services under the supervision of an attorney. The term “attorneys’ fees,
costs and expenses” shall also include, without limitation, all such fees and expenses incurred
with respect to appeals, arbitrations and bankruptcy proceedings.
14.Negation of Partnership. None of the terms or provisions of this Easement
Agreement shall be deemed to create a partnership between or among the Parties in their
respective businesses or otherwise, nor shall it cause them to be considered joint ventures or
members of any joint enterprise. Each Party hereto shall be considered a separate owner, and no
Party hereto shall have the right to act as an agent for another Party hereto, unless expressly
authorized to do so herein or by separate written instrument signed by the Party to be charged.
15.No Other Interest. Grantee acknowledges and agrees that except for the
Easement, Grantee claims no right, title or interest in or to any portion of the Town Parcel.
16.Assignment. Neither Grantor nor Grantee shall have the right or authority to
assign, in whole or in part, any of its rights or obligations under this Agreement, or any portion
of this Agreement to any third party without the prior, written consent of the other party, which
consent shall not be unreasonably delayed, conditioned or denied. Notwithstanding the
foregoing, the Parties acknowledge and agree that no such consent shall be required if the
underlying property burdened or benefitted by this Easement Agreement is transferred or
conveyed to a third party.
2665177.3 6
17.Running of Benefits and Burdens. All provisions of this Easement Agreement,
including the benefits and burdens, run with the land and are binding upon and inure to Grantor,
Grantee and their respective successors and assigns.
18.Additional Easements. Except during the duration of the Construction Easement,
nothing contained in this Easement Agreement shall prohibit Grantor from conveying additional
easements for access, drainage, utility or other purposes through, over, under, upon, in, across and
along the Easement Area; provided, however, that no such additional rights or easements shall impair
the use of the Easement. Notwithstanding the forgoing, if Grantor exercises its rights under this
Section, Grantee shall not have an y responsibility whatsoever for the repair or replacement of any
damage or destruction to the Town Parcel,or for any damage or destruction to any improvements
installed on the Easement Area by Grantee,caused by any such activity,and Grantor shall be solely
responsible for such repair or replacement.
19.Counterparts. This Easement Agreement may be executed in counterparts, all of
which are identical, each of which shall be deemed an original, and all of which counterparts,
when executed, taken together shall constitute one and the same instrument.
20.Entire Agreement. This instrument contains the entire agreement between the
Parties relating to the subject matter hereof. Any oral representations or modifications
concerning this instrument shall be of no force or effect, excepting a subsequent recorded
modification, signed b y Grantor and Grantee or their respective successors or assigns.
21 Applicable Law; Venue. This Easement Agreement shall be governed by the
laws of the State of Arizona and suit pertaining to this Easement Agreement may be brought only
in courts in Maricopa County, Arizona.
[SIGNATURES ON FOLLOWING PAGES]
2665177.3 7
IN WITNESS WHEREOF, the Parties have executed this Parking Easement Agreement
as of the date first set forth above.
“Grantor”
TOWN OF FOUNTAIN HILLS
an Arizona municipal corporation
Linda M. Kavanagh, Mayor
ATTEST:
Bevelyn J. Bender, Town Clerk
(ACKNOWLEDGMENT)
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On ___________________, 2016,before me personally appeared Linda M. Kavanagh,
the Mayor of the TOWN OF FOUNTAIN HILLS,an Arizona municipal corporation,whose
identity was proven to me on the basis of satisfactory evidence to be the person who she claims
to be,and acknowledged that she signed the above document,on behalf of the Town of Fountain
Hills.
Notary Public
(Affix notary seal here)
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
2665177.3 8
“Grantee”
________________________________,
_______________________________
By:
Name:
Title:
(ACKNOWLEDGMENT)
STATE OF_______________)
) ss.
COUNTY OF ____________)
On ________________________, 20__, before me personally appeared
_________________________, ____________________ of ______________________, whose
identity was proven to me on the basis of satisfactory evidence to be the person who he/she
claims to be, and acknowledged that he/she signed the above document on behalf of
______________________________.
Notary Public
(Affix notary seal here)
2665177.3
EXHIBIT 1
TO
PARKING EASEMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
____________________________, LLC
[Legal Description of the Town Parcel, the Easement Area and the Developer Property]
See following pages.
[Note: With respect to the Developer Property, insert legal description of the “Phase 1”property
for the AOTF Lot easement; insert the legal description of the “Phase 3”property for the Paul
Nordin Lot easement]
2440206.22
EXHIBIT F
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP, LLC
AND
PARK PLACE PROPERTIES,LLC
[Development Schedule]
See following page.
2440206.22
Development Schedule
Deadline to Perform Task
From Effective Date of Agreement Task/Obligation
On or before 30 days Submit completed full-Project Concept Plan or
completed Phase 1 Concept Plan for approval
On or before 120 days following approval of a
Concept Plan for a phase of the Project
Complete Acquisition of the portion of the
Property included within the phase
On or before 9 Months Developer to have submitted Construction
Documents for Phase 1, including applicable
portion of Public Infrastructure Improvements.
On or before 18 Months Developer to have begun construction of Phase 1
Improvements.
On or before 48 Months Developer to have submitted Construction
Documents for Phase 2, including applicable
portion of Public Infrastructure Improvements.
On or before 60 Months Developer to have completed construction of
Phase 1 improvements, including applicable
portion of Public Infrastructure Improvements.
On or before 60 Months Developer to have begun construction of Phase 2
improvements, including applicable portion of
Public Infrastructure Improvements.
On or before 72 Months Developer to have to have submitted Construction
Documents for Phase 3, including applicable
portion of Public Infrastructure Improvements.
On or before 72 Months Developer to have completed construction of
Phase 2 improvements, including applicable
portion of Public Infrastructure Improvements.
On or before 72 Months Developer to have begun construction of Phase 3
improvements, including applicable portion of
Public Infrastructure Improvements.
2440206.22
EXHIBIT G
TO
DEVELOPMENT AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
N-SHEA GROUP, LLC
AND
PARK PLACE PROPERTIES,LLC
[Escrow Instructions]
See following page.
2685326.2 1
1125-17th St., 500
Denver, CO 80202
ESCROW INSTRUCTIONS
File # __________
First American Title Insurance Company (“Escrow Agent”), hereby agrees to act as the escrow agent for
money deposited with it by the other party(ies)N-Shea Group LLC, an Arizona limited liability company
(“Developer”)and the Town of Fountain Hills, an Arizona municipal corporation (“Town”) to this Escrow
Agreement (this “Agreement”) under the terms and conditions set forth herein.
1.The undersigned Developer, hereby deposits,in escrow with Escrow Agent, $100,000.00
USD. Notwithstanding the joint and several obligations set forth in Section 7 of the “General Provisions”
attached hereto, Developer shall be solely responsible for payment of all charges, costs and expenses
due to Escrow Agent.
2.The money set forth in Paragraph 1 above is escrowed with and to be held by Escrow
Agent pending full and proper satisfaction of the following requirement(s):
(a)Receipt of written acceptance from the Town of the AOTF Parking Lot, Ramada and
Pocket Park (each as defined in the Development Agreement between the Town,
Developer and Park Place Properties, LLC, dated ________, 2016 (the “Development
Agreement”))from the Town to disburse the funds to the Developer.
(b)Certificate of completion signed by the Developer.
(c)Signed “As-built”drawings certified by the survey of record________.
3.Escrow Agent is authorized to disburse all escrowed funds upon satisfaction of all of the
requirements identified in Paragraph 2 hereof, without the requirement for further authorization from
the Town or Developer.
4.If the Development Agreement is terminated for any reason at any time after the
Town’s property under the AOTF Parking Lot has been disturbed or construction activity has
commenced for the Ramada or the Pocket Park, and the requirements in paragraph 2 of this Agreement
have not been met, the Escrow Agent is authorized to disburse to the Town escrowed funds in an
amount certified by the Town to be necessary to restore the Town’s property to the condition existing
prior to the Development Agreement.
2685326.2 2
5.If the requirement(s) in paragraph 2 have not been satisfied on or before January 31,
2023, Escrow Agent is instructed to either obtain supplemental written instructions from the Town and
Developer, or failing to do so, return the escrowed funds herewith to the parties delivering the same
into escrow, subject to any amounts already disbursed pursuant to paragraph 4. In doing so, Escrow
Agent shall be relieved of any further responsibility or liability in connection with the escrow thereof.
6.This escrow is subject to the general conditions of escrow set forth in Exhibit A “General
Provisions”which is attached hereto and incorporated herein by reference.
Dated: ____________, 201__
N-Shea Group LLC:
BY:_____________________________
Name:__________________________
Title:___________________________
Escrow Agent:
FIRST AMERICAN TITLE INSURANCE COMPANY
By: _________________________
Title: ________________________
TOWN OF FOUNTAIN HILLS:
Grady E. Miller, Town Manager
ATTEST:
Bevelyn J. Bender, Town Clerk
2685326.2 3
EXHIBIT A
General Provisions
1. The Agreement may be supplemented, altered, amended, modified or revoked by writing only, signed
by all of the parties hereto, and approved by the Escrow Agent.
2. No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the
subject matter of this Agreement shall be binding upon the Escrow Agent unless written notice thereof
shall be served upon the Escrow Agent and all fees, costs and expenses incident thereto shall have been
paid and then only upon the Escrow Agent’s consent thereto in writing.
3. Any notice required or desired to be given by the Escrow Agent to any party to this Agreement may
be given by mailing the same addressed to such party at the most recent address of such party shown
on the records of the Escrow Agent, and notice so mailed shall, for all purposes hereof, be as effectual as
though served upon such party in person at the time of depositing such notice in the mail.
4. The Escrow Agent may receive any payment called for hereunder after the due date thereof unless
subsequent to the due date of such payment and prior to the receipt thereof the Escrow Agent shall
have been instructed in writing to refuse any such payment.
5. The Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as such
agent, while acting in good faith and in the exercise of its own best judgment, and any act done or
omitted by it pursuant to the advice of its own attorneys shall be conclusive evidence of such good faith.
6. The Escrow Agent is hereby expressly authorized to disregard any and all notices or warnings given by
any of the parties hereto, or by any other person, firm or corporation, excepting only orders or process
of court, and is hereby expressly authorized to comply with and obey any and all process, orders,
judgments, or decrees of any court, and in case the Escrow Agent obeys or complies with any such
process, order, judgment, or decree of any court, it shall not be liable to any of the parties hereto or to
any other person, firm or corporation by reason of such compliance, notwithstanding any such process,
order, judgment or decree be subsequently reversed, modified, annulled, set aside or vacated, or found
to have been issued or entered without jurisdiction.
7. In consideration of the acceptance of this Agreement by the Escrow Agent, the undersigned agree,
jointly and severally, for themselves, their heirs, legal representatives, successors and assigns to pay the
Escrow Agent its charges hereunder and to indemnify and hold it harmless as to any liability incurred by
it to any other person, firm or corporation by reason of its having accepted the same, or its carrying out
any of the terms thereof, and to reimburse it for all its expenses, including among other things,
attorney’s fees and court costs incurred in connection herewith; and that the Escrow Agent shall have a
first and prior lien upon all deposits made hereunder to secure the performance of said agreement of
indemnity and payment of its charges and expenses, hereby expressly authorizing the Escrow Agent, to
deduct such charges and expenses, without notice, from any funds deposited hereunder.
8. The Escrow Agent shall not be under any duty or obligation to ascertain the identity, authority or
rights of the parties executing or delivering or purporting to execute or deliver these instructions or any
documents or papers or payments deposited or called for hereunder, and assumes no responsibility or
liability for the validity or sufficiency of these instructions or any documents or papers or payments
deposited or called for hereunder.
2685326.2 4
9. The Escrow Agent shall not be liable for the outlawing of any rights under any Statute of Limitations or
by reason of laches in respect to the Agreement or any documents or papers deposited herewith.
10. In the event of any dispute between the parties hereto as to the fact of default, the validity or
meaning of these instructions,or any other fact or matter relating to the transaction between the
parties, the Escrow Agent is instructed as follows:
(a) That it shall be under no obligation to act, except under process or order of court, or until it has been
adequately indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending
such process or court order or indemnification;
(b) That it may in its sole and absolute discretion, deposit the property described herein or so much
thereof as remains in its hands with the then Clerk or acting Clerk of the Superior Court, State of
Arizona, in whose jurisdiction the subject property lies, and interplead the parties hereto, and upon so
depositing such property and filing its compliant in interpleader it shall be relieved of all liability under
the terms thereof as to the property so deposited, and furthermore, the parties hereto for themselves,
their heirs, legal representatives, successors and assigns do hereby submit themselves to the jurisdiction
of said court.
11. If the subject matter of this Escrow consists in whole or in part of funds, the same shall not be
commingled by the Escrow Agent with its own funds; provided however that anything contained in the
Escrow Agreement of which these General Provisions are made a part, to the contrary notwithstanding,
the Escrow Agent shall NOT BE REQUIRED TO DEPOSIT THE SAME IN ANY INTEREST BEARING OR
INCOME PRODUCING ACCOUNT, AND SHALL NOT IN ANY WAY BE LIABLE TO ANY OF THE OTHER
PARTIES TO THE ESCROW AGREEMENT FOR THE PAYMENT OF INTEREST UPON SAID FUNDS FOR THE
PERIOD DURING WHICH THEY ARE HELD BY THE ESCROW AGENT OR FOR THE LOSS OF ANY PRINCIPAL
OR INTEREST COMPRISING THE ESCROWED FUNDS RESULTING FROM THE BUSINESS FAILURE OF ANY
INSTITUTION IN WHICH THE ESCROWED FUNDS WERE DEPOSITED. It is intended that the provisions
hereof shall supersede any other terms, conditions, covenants or provisions contained in the Escrow
Agreement which expressly or by implication are in conflict herewith. Notwithstanding the foregoing,
Escrow Agent agrees that all funds received by Escrow Agent for deposit hereunder shall only be
deposited in a federally insured bank.
Jul
Fountain Hills
-General Plan 2010-
*J**>
&
CHAPTER 10:GENERAL PLAN IMPLEMENTATION
s*
that is At**«
Robert 'Bob'Rodgers
From:Henry Leger
Sent:Tuesday,June 7,2016 3:33 PM
To:Bev Bender
Subject:Fw:Park Place Proposal
From:
Sent:Monday,June 6,2016 10:32 AM
To:Linda Kavanagh; Dennis Brown;Nick DePorter;Cassie Hansen; Henry Leger; Alan Magazine;Cecil Yates
Subject:Park Place Proposal
We are residents of VATC and are in favor of the proposal with these exceptions:
4 stories is TOO HIGH and would destroy the views of the mountains in the background.
2 stories would be much more realistic and would fit in with the other downtown buildings
The style is much too contemporary.Santa Fe style would complement the rest of the Ft Hills
downtown area.
Itwould be nice to see the downtown area completed after all these years.Hopefully it would attract
many more visitors.
Renzo &Margaret Vittorelli
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June 9, 2016
Mayor Kavanagh
Vice-Mayor Leger
Councilmember DePorter
Councilmember Hansen
Councilmember Magazine
Councilmember Yates
Councilmember Brown
Town of Fountain Hills
16705 E. Avenue of the Fountains
Fountain Hills, AZ 85268
Dear Mayor and Councilmembers:
The Fountain Hills Chamber of Commerce wishes to publicly express our support for the Park
Place project on the south side of the Avenue of the Fountains as proposed by Bart Shea, N-
Shea Group LLC.
We agree with RESOLUTION #2016-12 and the increase of dwelling units per acre from 28 to
50.
Further, we have studied the Park Place project and support the following opportunities for
the Town of Fountain Hills:
•The plan conforms with the Downtown Vision Plan approved in August 2009.
•Doubling the number of rental apartments in the Town as a means to encourage younger
professionals to live and work in this community. Avoiding high percentages of
condominiums which may only serve as second homes for winter visitors and thereby
lower the daily average density needed for retail and service businesses in Fountain Hills
and on the Avenue.
•Finishing the south side of the Avenue of the Fountains and improving the north side to
create a consistent look/feel to the entire Avenue (between Saguaro and La Montana) and
thereby encouraging businesses, residents and visitors to use the space for outdoor
activities, including festivals and community events.
•Providing new retail space with a strategic plan to encourage the types of businesses
desired by residents and visitors.
•Establishing Fountains Hills as a vibrant community for people of all ages by finishing the
downtown area and adding population density to support many nearby businesses.
Fountain Hills downtown has not developed for over thirty years in part due to zoning.
Resolution #2016-12 is needed to allow this project to be successful. More full time residents
are essential to support year round businesses. The large investment by this developer in our
Our #1 priority is the success of your business. | www.FHchamber.com
downtown is needed to establish our downtown vitality. Bart Shea’s plan is the first based on
sustainability with sufficient year round residents within walking proximity in order to sustain
businesses along both sides of the avenue and Plaza Fountainside.
We appreciate your consideration for this development and encourage you to support this
plan for the future of Fountain Hills.
Respectfully,
Scott Soldat-Valenzuela
President/CEO
Our #1 priority is the success of your business. | www.FHchamber.com