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HomeMy WebLinkAboutRes 2022-16 OFFICIAL RECORDS OF Town of Fountain Hills I MARICOPA COUNTY RECORDER 16705 E. Avenue of the Fountains I STEPHEN RICHER Fountain Hills, AZ 85268 I 20220408760 5/10/2022 03:43 I RRES202216-9-1-1-,N Development Services Department I ELECTRONIC RECORDING I SECOND AMENDMENT TO DEVELOPMENT AGREEMENT FOR COPPERWYND RESORT EXPANSION TOWN OF FOUNTAIN HILLS,ARIZONA, An Arizona municipal corporation AND Palisades Resorts,LLC A Delaware limited liability company DO NOT REMOVE THIS IS PART OF THE OFFICIAL DOCUMENT 44 / // \ \4, z 1, '� _ op•1 that is Av11' RESOLUTION 2022-16 A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS, ARIZONA, APPROVING A THE SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE TOWN AND PALISADES RESORTS, LLC ENACTMENTS: BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF FOUNTAIN HILLS as follows: SECTION 1. The Second Amendment to Development Agreement between the Town of Fountain Hills and Palisades Resorts, LLC is hereby approved in substantially the form and substance attached hereto as Exhibit A and incorporated herein reference. SECTION 2. The Mayor, the Town Manager, the Town Clerk and the Town Attorney are hereby authorized and directed to execute all documents 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, this 19th day of April, 2022. FOR THE TOWN OF FOUNTAIN HILLS: ATTESTED TO: • Gin Dickey, Mayor Eliz beth A n, Town ler REVIEWED BY: APPROVED AS TO FORM: (ZA# 2— 4\A AM' " Grady E. i er, wn Manager Aaron D. Arnson, Town Attorney I SECOND AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND PALISADES RESORTS, LLC (ADERO RESORT EXPANSION) This Second Amendment to Development Agreement (the "Second Amendment") is entered into as of April 19, 2022, by PALISADES RESORTS, LLC, a Delaware limited liability company ("Palisades"), and the TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation ("Town"), which are referred to collectively herein as the"Parties"or individually as a"Party." RECITALS A. The Parties entered into that certain Development Agreement dated March 16, 2017, Maricopa County Recorder's No. 2017-0203700, in connection with the further development and expansion of the "Existing Resort" located at 13225 N. Eagle Ridge Drive, Fountain Hills,Arizona, as amended by that certain First Amendment to Development Agreement Between the Town of Fountain Hills and Palisades Resorts, LLC (Copperwynd Expansion)dated September 5, 2017 and recorded in the Maricopa County Recorder's Office at Recording No. 2017-0668801 (collectively the "Development Agreement"). B. Terms used but not defined herein shall have the meaning set forth in the Development Agreement. C. As a result of global events outside of the Parties' control that prevented and prohibited Palisades from performing its obligations under the Development Agreement,Palisades desires to extend the term of the Development Agreement and all ancillary deadlines for a period of sixty(60)months in order to fulfill its obligations in a timely manner. D. The Town is willing to agree to the extended term and ancillary deadlines as provided herein. E. Pursuant to A.R.S. § 9-500.05(C), the Parties now desire to amend the Development Agreement according to the terms and conditions set forth herein. AGREEMENT NOW THEREFORE, in consideration of the foregoing introduction and recitals, the promises contained in this Second Amendment,and for other good and valuable consideration,the receipt and sufficiency of which the Parties hereby acknowledge, the Parties hereto agree as follows: Copperwynd Resort Expansion Second Amendment to Development Agreement 3037762.8 1. Modified Term. Section 1 of the Development Agreement is hereby deleted in its entirety and is replaced as follows: 1. Effective Date, Term. This Agreement shall be effective only upon the execution by both Parties and upon approval of the PAD Rezoning by the Town Council of the Town of Fountain Hills (the "Town Council"). Notwithstanding the date upon which this Agreement is executed and the date the Town Council approves the PAD Rezoning, for the purposes of calculating the Term(as defined below)of this Agreement,the Effective Date set forth above shall be deemed the first day of this Agreement. Palisades, its successors and assigns, shall have the right to implement development on the Property in accordance with this Agreement for a period of 15 years from the Effective Date. However,unless terminated by the Town pursuant to Section 9 hereof prior to the expiration of such initial 15-year period, this Agreement may be extended for an additional period of 10 years in the Town Council's sole direction, at the end of which time (which shall, in the aggregate, be 25 years), 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 specifically related thereto; provided further, however, that if Palisades fails to materially fulfill any portion of its obligations as set forth in Section 8 below by the deadline for performance associated with each such obligation,this Agreement shall immediately terminate upon expiration of the applicable cure period without further act by the Town Council. 2. Schedule of Performance. The Parties hereby agree that Palisades shall have an additional sixty (60) months to fully perform its obligations for Phase 2 of the Project. Accordingly, Exhibit E of the Development Agreement is hereby deleted in its entirety and is replaced with Exhibit E attached hereto and made a part hereof. 3. Consistency; Modification. Except as modified by this Second Amendment, all of the terms and conditions of the Development Agreement shall remain in full force and effect. This Second Amendment and the Development Agreement shall not be further modified in any manner other than by a written amendment executed by the Town and Palisades or its successors or assigns. If any clause, sentence or other portion of this Second Amendment shall become illegal, null or void for any reason, or shall be held by any court of competent jurisdiction to be so,the remaining portions thereof shall remain in full force and effect. 4. Non-Default. By executing this Second Amendment, Palisades affirmatively asserts that(i)the Town is not currently in default,nor has been in default at any time prior to this Second Amendment,under any of the terms or conditions of the Development Agreement and(ii) any and all claims, known and unknown, relating to the Development Agreement and existing on or before the date of this Second Amendment are forever waived. 5. Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the successors and assigns of the respective parties. 6. Conflict of Interest. This Second Amendment is subject to the provisions of ARE. REV. STAT. § 38-511. The Town may cancel this Second Amendment 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 the agreement or any extension of the agreement is in effect, an employee of any other party to the agreement in any capacity or a consultant to any other party of the agreement with respect to the subject matter of the agreement. 7. Recording of Agreement. This Second Amendment shall be recorded in the Official Records of the Maricopa County Recorder's Office within 10 days after full execution. 8. Promotion. Palisades shall use reasonable efforts, in its discretion, to market, advertise and promote the Town and its local area attractions in promotional materials and communications, including but not limited to, brochures, letters and electronic media such as electronic mail or web pages. The Town hereby grants to Palisades during the terms of the Development Agreement, a non-exclusive, worldwide, royalty-free license to display, adapt, reproduce and distribute to end users, in any medium or distribution whatsoever, the name, likeness and any associated marketing and demonstration materials. [SIGNATURES ON FOLLOWING PAGES] Copperwynd Resort Expansion Second Amendment to Development Agreement 3037762.8 IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the date first written above. TOWN: TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Ginny ickey, Mayor ATTEST:rE izabe o Klein,Town Clerk ACKNOWLEDGEMENT STATE OF ARIZONA ) ) ss. County of Maricopa ) On lltaxe ID ,2022,before me personally appeared Ginny Dickey,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. ralsryPuEMo-809bdMoone (j ill a;,,). Commission a eao+a+ EXpitelik918118,2022 Notary Public (Affix notary seal here) [SIGNATURES CONTINUE ON FOLLOWING PAGE] PALISADES RESORTS, LLC, a Delaware limited liability company By:Crown Rock Ventures LLC, an Arizona limited liability company By: .>� William D. Hinz II, Manager ACKNOWLEDGEMENT STATE OF ARIZONA ) ) ss. County of Maricopa ) On Pr / 02 11" , 2022, before me personally appeared William D. Hinz II, the Ma ager of Crown Rock Ventures, LLC, an Arizona limited liability company, as Manager of PALISADES RESORTS, LLC, a Delaware 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 Palisades Resorts, LLC. Notary Public aCIA (Affix notary s here) Copperwynd Resort Expansion Second Amendment to Development Agreement 3037762.8 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE§1189 ' -'-i"'` ^ems"�i.`''.-.ham x c'_'""F'n _ _ - •c�^+u'�Sai:=-F c..- r .___ ... • A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of Calif is County of Ira Irahl e On P(, I a.71' 1,22_ before me, r111a4"a"_a / A4 i4 Date I i Here Insert Name and Title of the er personally appeared ti.J. - ` (a�'`- Name{f of Signer who proved to me on the basis of satisfactory evidence to be the personV whose names) is/are subscribed to the within instrument and acknowledged to me that he/s e/thcy executed the same in his/her•/their authorized capaci ' s), and that by his/ it signature(g) on the instrument the personjs),or the entity upon behalf-ofwhich the personks)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing ;^ ,,F ANNNAARCE cRCH0R paragraph is true and correct. r Notary Public•California 1 ' Orange County WITNESS m hand and official seal. Commission#2382908 y • '. My Comm.Expires Nov 13,2025 Place Notary Seal and/or Stamp Abov- ���' Sign "—s Pub IONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document 22 • �!� Title or Type of Doc ment: eco/a"A' Document Dat • • ••"/ 2 //L Z Number of Pages: _ -- — )Signe Other Than Named Above: -/ •• ov 0 H;�z Capaeity(ies)Claimed by Signer(s) ' Signer's Name: Signer's Name: ❑Corporate Officer-Titles. ❑Co ora -Title s): ❑ Partner- ❑ Limited ❑ General - ❑ Limited 0 General ❑ Individual ❑ yin Fact ❑ Individual 0 Attorney in Fact ❑ Trustee Guardian or Conservator 0 Trustee 0 ian or Conservator ❑ Other: ❑ Other: Signer is Rep senting: Signer is Representing:ge r i°'C~a a Y:J+.-=--sAt v e -.'7..'`;'CMvaZ E,,.. c p^'.r,#as-. ..a ..II., .1z+C'G,.i:.:R . :e F t .:.+ f, -.. ,ff:,c:C`•CL.c- E ,g.•E s 7'F`-5 ©2019 National Notary Association 14 EXHIBIT E SCHEDULE OF PERFORMANCE Deadline to Perform Task From Effective Date of Agreement Task/Obligation Phase 1 — 140 Room Expansion 12 Months Developer to have submitted Site Plan and Construction Documents for Phase 1 improvements, including Public Infrastructure Improvements. 18 Months Developer to have begun construction of Phase 1 improvements. 36 Months Developer to have completed construction of Phase 1 improvements. Developer to have completed Public Infrastructure Improvements for Phase 1. Phase 2—110 Room Expansion 120 Months Developer to have submitted Site Plan and Construction Documents for Phase 2 improvements, including Public Infrastructure Improvements. 132 Months Developer to have completed construction of Phase 2 improvements. Developer to have completed Public Infrastructure Improvements for Phase 2. Phase 3—50 Room Expansion 12 Months prior to the Developer to have submitted Site Plan and expiration of the term of this Construction Documents for Phase 3 improvements, Agreement including Public Infrastructure Improvements. On or prior to the expiration of Developer to have completed construction of Phase 3 the term of this Agreement improvements. Developer to have completed Public Infrastructure Improvements for Phase 3.