HomeMy WebLinkAboutProperty - Acquisitions - 902 08 Acquisition - Steam Pump Ranch, Preservation Easement �CI�T: 13339
W' = F F. ANN RODR I GUE' 1RE CORDER
E RECORDED BY
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DEPUTY RECORDER vol DrAtiNO. OF PAGES: 22
A 1966 PR3 ; CO SEQUENCE: 20081270223
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PIMA COUNTY CULTURAL RE SOURCE S �` b DEEDE S
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201 N STONE AVE 6TH FL 414/014t'
TUCSON AZ 85701 MAIL
D AMOUNT PAID $ 27.00
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Pima County Cultural Resources &
Historic Preservation Office
201 N. Stone Avenue, 6th Floor
Tucson,AZ 85701
6158800-R12
DO NOT REMOVE THIS COVER SHEET. IT IS NOW PART OF THE RECORDED
DOCUMENT.
DOCUMENT TO BE RECORDED:
DEED OF PRESERVATION EASEMENT
AFFIDAVIT EXEMPT PER ARS 11-1134 A2
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WHEN RECORDED RETURN To:
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Pima County t~.t. \L Pcp
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201 North Stone Avenue,6th floor C 0 r I Q 4 C T
Tucson,Arizona 85701 f7d.
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EXEMPT UNDER A.R.S. § 11-1134(A)(2) NO. ii' LZi.
AMENDMN C .
This numor., 11,1,4 ,►.I,rPii yin all
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DEED
OE PRESERVATION EASEMENT
This DEED OF PRESERVATION EASEMENT (the "Easement") is made by and between the
Town of Oro Valley, a municipal corporation, ("Grantor" or "Town"), and Pima County, a
political subdivision of the State of Arizona, and existing under the laws of the State of Arizona
("Grantee" or "County") (collectively, the "Parties").
RECITALS
A. County is authorized under Arizona's Uniform Conservation Easement Act, Arizona
Revised Statutes, Sections 33-271 through 276, inclusive (collectively, as and if amended, the
"Act") to hold conservation easements for conservation purposes or to preserve the historical,
architectural, archaeological or cultural aspects of real property in Arizona.
B. County is a political subdivision of the State of Arizona whose responsibilities include
theP rotection of the public interest in preserving historically and architecturally significant
structures within Pima County. .
C. Town is the owner in fee simple of that certain property commonly known as the Steam
Pump Ranchproperty ro located on the West side of North Oracle Road near the Canada Del Oro
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Wash, in Oro Valley, Pima County, Arizona, which is more particularly described in Exhibit "A"
and depicted in Exhibit "A-1," attached hereto and made a part hereof(the "Site"), including all
improvements and fixtures thereon. 1
D. Existing improvements on the Site include but are not limited to the historic original
steam pump building, the 1874 ranch house and the 1930's ranch house, and associated
outbuildings all as shown on Exhibit A-1 (hereinafter, collectively the "Buildings").
E. The Site is eligible for listing in the National Register of Historic Places as an historic
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landscape and as an authentic example of a 19th century working western ranch that retains
significant integrity. Specifically, the Site is eligible under Criterion 'A' for its association with
early cattle ranching during the Arizona Territorial period and the founding of settlement in the
Steam Pump Ranch Preservation Easement 1 0118
Canada del Oro region, and under Criterion 'C', because the ranch house is a good representative
of the architecture related to cattle ranching in Southern Arizona.
F. Town and County recognize the historical and architectural value and significance of the
Site and have the common purpose of conserving and preserving the aforesaid value and
significance of the Site.
G. The grant of a preservation easement by Grantor to Grantee on the Site will assist in
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reservin and maintaining the Site and its architectural, historic and cultural features for the
benefit of the people of the Town of Oro Valley, Pima County, the State of Arizona, and the
United States of America.
1-I. To that end, Grantor desires to grant to Grantee, and Grantee desires to accept this
Easement in gross in perpetuity over and upon the Site pursuant to the Act. This Easement is
grantedpursuant ursuant to paragraph 4 of the Intergovernmental Agreement dated as of October 18,2006 (the"IGA"), by and between the Parties, and is effective as of the date signed by both
Grantor and Grantee.
I. Town has contracted for a Site Master Plan and nomination to the National Register of
Historic Places to make adaptive use of the Site and Buildings for an historic park. Possible uses
may include a visitors' center, restaurant, museum-style gift shop, equestrian center, classrooms,
office space, performance and display spaces, art and craft shops or other similar uses, All such
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planned improvements to be reviewed by the State Historic Preservation Office SHPO») and
County to ensure the overall historical and architectural significance of the Site is retained and
enhanced.
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A Special Bond Election was held in Pima County on May 18, 2004, in which the citizens
of Py approve Count voted to a rove the issuance of Pima County General Obligation Bonds to fund
various public projects.
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Pima County Ordinance No. 2004-18 (the "Bond Ordinance"), as subsequently amended
by Ordinance No. 2005-92 and Ordinance No. 200621, lists the acquisition, preservation and
restoration of the Site as an approved 2004 Bond funded project and allocates $4,997,807 in ::
bondroceeds for the project (see Ordinance No. 2004-18 (VlI)(D)(l)(a)(4.6).P
NOW,THEREFORE, the Parties hereto agree as follows:
AGREEMENT
1. Grant of Easement. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged,Town does hereby irrevocably grant, convey, transfer and assign
unto County a preservation and conservation easement, as defined under the Act, in gross in
perpetuity over and upon the Site, including specifically the Buildings, Historic Landscape
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Setting and Interior Features (as defined below) as more specifically set forth herein. As part of
the Easement, Town is also undertaking certain affirmative obligations as set forth herein.
Steam Pump Ranch Preservation Easement 2 of 18
2. Purpose. It is the purpose of this Easement (the "Purpose") to assure that the
architectural, historic, landscape and cultural features of the Site will be retained and maintained
forever substantially in their current or better condition for conservation and preservation
purposes and to prevent any use or change of the Site, except as may be specifically permitted
herein, that will materially impair or interfere with the Site's preservation values.
3. Grantor's Covenants: In furtherance of, and as part of, the Easement herein granted,
Grantor hereby covenants and agrees with the County as follows:
3.1. Documentation of the Condition of the Site. For the purpose of this Easement,
Grantor or its designee shall document and describe in a narrative fashion the existing conditions
of the Buildings in a Building Condition Assessment Report ("BCAR") and depict the exterior
portions of the Buildings (the "Facades") and the Site in an original set of photographs dated no
later than thirty (30) days following the execution of this Easement, (collectively, the
"Photographs") and filed in the office of the Pima County Historic Preservation Office and the
Town of Oro Valley Manager's Office, or in the office of their respective designated successor.
The exterior condition and appearance of the Facades and Site as depicted in the Photographs
(collectively, the "Present Facades") is deemed to describe their external nature as of the date
thereof Grantor shall further document the interior features (the "Interior Features")
photographically as described in this paragraph above and in a suitable narrative fashion and
likewise placed on file in the office of the Pima County Historic Preservation Office and the
Town of Oro Valley Manager's Office, or in the office of their respective designated successor.
3.2. Stabilization and Rehabilitation Project.
3.2.1. Town shall carry out planning, stabilization and rehabilitation of the Buildings
("Rehabilitation Project") and shall initiate the Rehabilitation Project within one month after
recordation of this Easement, and shall diligently pursue the Rehabilitation Project to completion
as and when funds become available. Plans and specifications for the Rehabilitation Project shall
be submitted to the County and the State Historic Preservation Office ("SHPO") for review and
approval, as set forth in Paragraphs 3,3 and 6 below. The rehabilitation shall be done in
accordance with the approved rehabilitation plans, and in a manner that preserves and enhances
the preservation values, complies with all applicable laws and codes, and in a good and
workmanlike manner. Town will ensure that potential impacts to any archeological sites are
considered and mitigated as appropriate in consultation with County staff and SI-IPO prior to any
round-disturbing activities. A second set of photographs documenting the completed
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Rehabilitation of the Facades and Interior features will be taken and filed as in Paragraph 3.1
above (the "Post-Rehabilitation Photographs"). The exterior condition and appearance of the
Facades and Site as depicted in the Rehabilitation Photographs (collectively, the "Rehabilitated
Facades") is deemed to describe their external nature after the Rehabilitation Project. The
interior condition and appearance of the Buildings as depicted in the Rehabilitation Photographs
(collectively, the "Rehabilitated Interior Features") is deemed to describe their interior after the
Rehabilitation Project. Town shall, during the Rehabilitation Project, maintain builder's risk
insurance, and the contractor shall be required to provide payment and performance bonds.
Steam Purnp Ranch Preservation Easement 3 of 18
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3.2.2. Upon satisfactory completion of the Rehabilitation Project, County shall, at the
request of Town, execute and record an estoppel certificate acknowledging that Town has
satisfied its obligations under this paragraph.
3.3, Maintenance of the Rehabilitated Site, Facades and Interior Features, The Town
shall, at all times, maintain each of the Buildings and their respective Facades, as well as the
Site, in a good and sound state of repair in accordance with the Secretary of Interior Standards
for the Rehabilitation of Historic Buildings, and County and SHPO guidelines for the Site (the
"Standards") so as to prevent impact to archeological sites, the deterioration of the Rehabilitated
Facades or any portion thereof; to prevent visual obstruction of the Rehabilitated Facades from
public viewpoints; and to prevent the intrusion of new improvements, walls, fences, statues,
landscaping or fixtures which substantially modify the public view of the Site and its associated
streetscape and open space, and are deemed to be not in accordance with the Standards
delineated above. Town will request and obtain advance approval from the Pima County Historic
Preservation Office and SHPO prior to implementing any physical changes to the Buildings after
the Rehabilitation Project (the"Rehabilitated Buildings"), Rehabilitated Facades, Rehabilitated
Interior Features, or to the Site. (The term "Building" shall include the Rehabilitated Buildings,
unless otherwise provided) This provision does not apply to routine maintenance, landscaping
(other than hardscape improvements), or maintenance of sprinkler systems. Subject to the
casualtyP rovisions of Paragraph 12 below, this obligation to maintain shall require replacement,
repair and reconstruction according to the Standards within a reasonable time whenever
necessary to have the external nature of the Rehabilitated Buildings at all times appear to be the
same as the Rehabilitated Facades.
3.4. Maintenance of the Structural Elements. Town shall maintain and repair each of
the Rehabilitated Buildings, and any associated fences, walls or fixtures on the Site, as is
required to ensure the structural soundness and the safety of the Rehabilitated Buildings, the
Rehabilitated Facades, the Rehabilitated Interior Features, and the fences, walls or fixtures on the
Site.
3.5. Inspection. In order to periodically observe the Buildings, Rehabilitated Facades,
and Rehabilitated Interior Features, representatives of the County shall have the right to enter the
Site to inspect it, from time to time, including specifically the Rehabilitated Facades, Buildings,
and Rehabilitated Interior Features. Inspections will be made at a time mutually agreed upon by
Town and County.
3,6. Insurance. Town, at its sole cost and expense, shall at all times:
3.6.1. keep the Buildings insured at their replacement cost value on an "all risk" basis to
ensure complete restoration of the Facades, Interior Features and Site in the event of loss or
physical sical damage. Said property coverage policy shall contain provisions which ensure that the
face amount of the policy is periodically adjusted for inflation, and Town shall provide a
Certificate of Insurance to County evidencing such insurance, including an endorsement naming
County as a loss payee; and
3.6.2. carry and maintain general liability insurance in an amount reasonably
Steam Pump Ranch Preservation Easement 4 of 18
satisfactory to County to protect against injury to visitors or other persons on the Site, and to
provide a Certificate of Insurance to the County evidencing such insurance, and naming the
County as an additional insured on the policy.
3.7. Public Access. At such time as the Site is determined by the Grantor and Grantee to
meet allP ublic safety requirements, Grantor shall make the Site, including interior portions of
anyRehabilitated Building protected under the Easement, accessible to the public a minimum of
three (3) days per year. This requirement may be fulfilled through use as an historic park, an
open house, house tour, or similar event that is open to the general public following published notice. Grantor may have a representative present during such public access, and access may be
subject to reasonable restrictions to ensure security of the property and safety of the visitors. At
other reasonable times, upon request of Grantee made with reasonable notice to Grantor, persons
affiliated with educational organizations, professional architectural associations, and historical
societies shall be admitted to study the Site. In addition, Grantee may make photographs,
drawings, or other representations documenting the significant historical, cultural, and
architectural character and features of the Site and may publish them or distribute them for
publication by others, or otherwise use them to fulfill its charitable or educational purposes.
4. Prohibited Activities and Uses of the Site. Without limiting the general restrictions and
obligations set forth herein, Grantor hereby covenants and agrees that the following acts or uses are expressly forbidden on, over, or under the Site:
4.1. The Buildings shall not be demolished, removed or razed except as provided in
Paragraph 12.
4.2. Nothing shall be erected or allowed to grow on the Site that would substantially
impair the visibilityof the Site and the Buildings from the street level or other public rights of
way, except that a buffer, consisting solely of native or desert-adapted vegetation, may be
planted to obstruct the view from Oracle Road.
4.3. Unless approved by County and SHPQ as part of an approved site plan, no buildings
OT structures, camping accommodations, or mobile homes or modular structures shall be erected
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orP laced on the Site, except for the Buildings and temporary structures required for the
maintenance or rehabilitation of the Site, such as construction trailers. Any temporary structure
shallpromptly be removed at the conclusion of the maintenance or rehabilitation period.
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4.4. The Site shall not be divided or subdivided by law or in fact and the Site shall not be
devised or conveyed except as a unit. For the purposes of this Easement, the term "subdivided"
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include a term lease or other arrangement that creates the characteristics of a
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subdivision of the Site as determined in the sole discretion of the Grantee, but shall not include
the use described in Paragraph 8.3 below.
4.5. The dumping of trash, rubbish, ashes, or any other unsightly or offensive materials is
prohibited on the Site.
4.6. No above-ground utility transmission lines, except those reasonably necessary for the
Steam Pump Ranch Preservation Easement 5 of 1 8
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existing Buildings, may be created on the Site.
5. Grantor's Conditional Rights Subject to Approval by Grantee. The following acts of
Grantor are permitted only with the prior express written approval of the Grantee, or as part of an
approved Site Master Plan reviewed and approved by County and SIIPO, which approval may be
withheld or conditioned in the sole discretion of Grantee:
5.1 Any increase or decrease in the height of, or additions to, the Buildings;
5.2 Any change to the exterior construction materials or colors of the Buildings, or
any movement, improvement, alteration, reconstruction, or change to the facades (including
fenestration) and roofs of the Buildings;
5.3 Any removal, demolition, or alteration of the interior features in the Buildings that
have significant preservation value;
5.4 Any change to the floor plan of the Rehabilitated Buildings;
5.5 Erection of external signs or external advertisements except: (i) signs identifying
the National Register of Historic Places designation; (ii) a sign stating solely the name and
address of the Site; (iii) a temporary sign to advertise a special event at the Site; and (iv) a sign
indicatinggovernment or non-profit partnership in historic preservation or economic activities
regarding the Site. All signs shall comply with all applicable sign laws, ordinances, rules and
regulations;
5.6 Any permanent topographical changes, such as, by example, excavation for the
construction of roads, swimming pools, and recreational facilities;
Removal of live trees located in the open areas of the Site unless diseasedor
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damaged as determined in the reasonable judgment of Grantee. Grantee may require a
professional arborist's report as a condition of reviewing any request to remove live trees;
5.8 Any change in the use of the Site to a use different from the use set forth in
Paragraph I of the Recitals portion of this Easement, unless part of the Rehabilitation Project;
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5.9 Erection of visible satellite receiving dishes, cell towers, or similar electronic
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frequency receiving or emitting devices on the Site.
6. Review of Grantor's Requests for Approval.
6.1 Pursuant to Paragraph 5, Grantor shall submit in writing to Grantee, for Grantee's
approval, information (including plans, specifications, and designs where appropriate) together
with a specific request identifying the proposed activity. In addition, Grantor shall also submit to
Grantee a timetable for the proposed activity which is sufficient to permit Grantee to monitor
such activity. Grantor shall not make changes or take any action subject to the approval of
Steam Pump Ranch Preservation Easement 6 of 18
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Grantee unless expressly authorized in writing by an authorized representative of Grantee. For
purposesof approvals pursuant to this Paragraph 6, the authorized representative shall be the
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Pima County Administrator or designee.
6.2 Grantee reserves the right to consult with governmental agencies, nonprofit
preservation and conservation organizations, the SHPO and/or other advisors deemed
appropriate ro riate by Grantee, concerning the appropriateness of any activity proposed under this
Easement. The decision whether to consult with governmental agencies as set forth above shall
be in the discretion of the Manager of the Pima County Historic Preservation and Cultural
Resources Division.
6.3 All approval rights of Grantee shall be exercised in the reasonable discretion of
Grantee. Grantee further agrees to respond to any request of Grantor not later than forty-five
(45) days following receipt by Grantee of Grantor's request. A written notice from Grantee,
within such forty-five (45) day period, that it has received Grantor's request, but will require an
additionalP eriod of time, up to an additional sixty (60) days to issue a substantive decision, will
constitute a timely response hereunder.
6.4 In the event that Grantor does not implement any approval granted pursuant to
thisParagraph Para 6, fora period of five (5) years following such approval, such approval shall be
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void. Grantor may resubmit the request for approval; however, such approval may be given or
denied in the sole discretion of the Grantee.
7.
Standards for Review. In exercising any authority created by this Easement to inspect
the Site or the interior of the Rehabilitated Buildings; to review any construction, alteration,
repair, or
maintenance, to review casualtydamage or to reconstruct or approve reconstruction of
the
Rehabilitated Buildingfollowing casualty damage, Grantee shall apply the Standards.
8. Grantor's Reserved Rights Not Requiring Further Approval by Grantee. Subject to r;
' ' Paragraphs 3 and 5, the following rights, uses, and activities o f or by ‘;
the provisions of4,
bythis Easement and maybe carried out by
Grantor on, over, or under the Site are permitted
Grantor without further approval by Grantee:
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8.1 The right to engage in all those acts and uses that: (i) are permitted by
governmental statute or regulation; (ii) do not substantially impair the conservation and
preservation values of the Site; and (iii) are not inconsistent with the purpose of this Easement.
an to theprovisions of Paragraph 3, the right to maintain and repair the
8.2 Pursuant
Rehabilitated Buildings strictly according to the Standards. As used in this subparagraph, the
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right to maintain and repair shall mean the use by Grantor of in-kind materials and colors,
applied with workmanshipcomparable to that which was used in the construction or application
of those
materials beingrepaired or maintained, for the purpose of retaining in good condition
the appearance and construction of the Rehabilitated Buildings. The right to maintain and repair
as used in thisg P ara ra h shall not include the right to make changes in appearance, materials,
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colors, and workmanshi from that existing prior to the maintenance and repair without the prior
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Stearn Pump Ranch Preservation Easement 7 of 18
written approval of Grantee in accordance with the provisions of Paragraphs 5 and 6; and (c) the
right to continue all manner of existing use and enjoyment of the Site's Rehabilitated Buildings
and Site, including but not limited to the maintenance, repair, and restoration of existing fences;
the right to maintain existing driveways, roads, and paths with the use of same or similar surface
materials; the right to maintain existing utility lines, gardening and building walkways, steps, and
garden fences; the right to cut, remove, and clear grass or other vegetation and to perform routine
maintenance, landscaping, horticultural activities, and upkeep, consistent with the Purpose of this
Easement,
8.3 The right to utilize the Site for all uses permitted in and not prohibited by the
approved Site Master Plan.
9. Warranties and Representations of the Town. Grantor hereby represents and warrants
to Qrantee as follows:
9.1 Information Furnished, True and Correct. AU information given to County by
Town in order to induce the County to accept this Easement, including all information contained
in this Easement, is true, correct and complete.
9.2 Legal, Valid and Binding. This Easement is in all respects, legal, valid and
binding upon Town and enforceable in accordance with its terms, and grants to the County a
direct, valid and enforceable preservation easement upon the Rehabilitated Buildings, Interior
Features and Site.
9.3 No
Impairment of Preservation Easement. Town, for itself, its heirs, personal
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representatives, and assigns, has not reserved, and to its knowledge, no other person or entity has
reserved, any rights,the exercise of which may impair the Easement granted herein.
10.
Runs with the Land. Except as provided in paragraphs 12 and 21, the obligations
imposed by this Easement (including the affirmative obligation to carry out the Rehabilitation �!
Project as set forth in Paragraph 3 above) shall be effective in perpetuity and shall be deemed to
run as a binding servitude with the Site, binding on all owners of any interest in any portion of
the Site. An owner of the Site shall have no obligation pursuant to this instrument where such N�
owner shall cease to have any ownership interest in the Site by reason of a bona fide transfer.
The restrictions, stipulations, and covenants contained in this Easement shall be inserted by
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Grantor, verbatim or by express reference, in any subsequent deed or other legal instrument by
whichitself of either the fee simple title to or any lesser estate in the Site or any
Grantor divests P i•
Pby way of thereof, including f example and not limitation, a lease of all or a portion of the
Site. Grantor shall provide not less than thirty (30) days written notice to Grantee, which notice
shall include a copy proposed of the instrument divesting Grantor of any interest in the Site, so
that Grantee may insure compliance with this paragraph.
Steam Pump Ranch Preservation Easement 8 of 18
11. Recordation; Conveyance and Assignment.
1 Grantee shall do and perform at its own cost all acts necessary to the prompt
recording of this instrument in the land records of Pima County, Arizona.
11.2 County may convey, transfer and assign this Easement to a similar local, state or
national organization whose purposes, inter alia, are to promote historic preservation, and which
is a "qualified organization" under Section 170(h)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), provided that any conveyance or assignment requires that the
conservation purposes for which this Easement was granted will continue to be carried out, and
the assignee is qualified to hold a conservation easement under state law.
12. Casualty; Application of Insurance Proceeds. Subject to the insurance proceeds
requirements of any recorded Deed of Trust or Mortgage applicable to the Site, in the event of
damage or destruction of any of the Buildings resulting from casualty, the Town agrees to apply
all available insurance proceeds and donations to the repair and reconstruction of each of the
damaged Buildings and any associated fences, walls or fixtures on the Site. In the event the
County determines, in its reasonable discretion, after reviewing all bona fide cost estimates in
light of all available insurance proceeds and other monies available for such repair and
reconstruction, that the damage to the Buildings or Site is of such magnitude and extent that
repair and reconstruction of the damage would not be possible or practical, then the Town may
elect not to repair or reconstruct the damaged Buildings or associated fences, walls or fixtures on
the Site. Notwithstanding the foregoing, in the event the County notifies the Town in writing that
the County has determined that repair and reconstruction of the damaged Buildings or associated
fences, walls or fixtures on the Site is impossible or impractical and that the damaged Buildings
present an imminent hazard to public safety, Town will at its sole cost and expense raze the
damaged Buildings or associated fences, walls or fixtures on the Site and remove all debris,
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slabs, and any other portions and parts of the damaged structure or associated fences, walls or
fixtures on the Site within the time period required by the County to protect the health, safety and
welfare of the public, unless Town has commenced and is diligently pursuing repair or
reconstruction of the damaged Buildings or associated fences, walls or fixtures on the Site. Upon
razing of the damaged portion of the Buildings or associated fences, walls or fixtures on the Site,
County shall release any interest it has in the insurance proceeds for the damaged Buildings or
associated fences, walls or fixtures on the Site. Nothing in this paragraph is intended to
supersede or impair the rights to insurance proceeds of a lienholder pursuant to a recorded Deed
of Trust or Mortgage applicable to the Site.
13. Indemnification. Town covenants that it shall pay, protect, indemnify, hold harmless and ;
defend County at Town's sole cost and expense from any and all liabilities, claims, costs,
attorneys' fees,judgments or expenses asserted against County, its Administrator, County Board
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of Supervisors, employees, agents or independent contractors, resulting from actions or claims of
any nature arising out of the conveyance, possession, administration or exercise of rights under
this Easement. For purposes of explanation of this paragraph only, and without in any manner �.
limiting the extent of the foregoing indemnification,Town and County agree that the purpose of
thisP aragraph is to require Town to bear the expense of any claim made by any third party
Steam Pump Ranch Preservation Easement 9 of 18
against County, which arises because County has an interest in the Site as a result of this
Easement. Town will have no obligation to the County for any claims which may be asserted
against the County as a direct result of the County's intentional misconduct or gross negligence.
14. Default/Remedy.
14.1. In the event Town (a) fails to perform any obligation of Town set forth herein, or
otherwise comply with any stipulation or restriction set forth herein, or (b) any representation or
warranty of Town set forth herein is determined by the County to have been untrue when made,
in addition to any remedies now or hereafter provided by law and in equity, County or its
designee, following prior written notice to Town, may enforce this Easement as a conservation
easement pursuant to A.R.S. §33-273, and may
14.1.1. institute suit(s) to enjoin such violation by ex parte, temporary, preliminary or
permanent injunction, including prohibitory and/or mandatory injunctive relief, and to require
the restoration of the Site to the condition and appearance required under this Easement, and/or
14.1.2. enter upon the Site, correct any such violation, and hold Town responsible for the
cost thereof, and such cost until repaid shall constitute a lien on the Site, and/or
14.1.3. revoke County's acceptance of this Easement by seeking judicial extinguishment
in a court of jurisdiction com etent on the grounds that.Town's default renders impossible or
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impractical the continued use of the Site for conservation purposes as defined under the Act.
violates anyof its obligations under this Easement, the Town shall
14.2. 7 n the event Town g
reimburse the Countyfor any and all costs and expenses incurred in connection therewith,
including all court costs and attorneys' fees.
County
14.3.
The exercise bythe or its designee of any remedy hereunder shall not have
effect of waivingor limitingany other remedy and the failure to exercise any remedy shall
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not have the effect of waiving or limiting the use of any other remedy or the use of such remedy
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at any other time.
15. Amendment. If circumstances arise under which an amendment to or modification of
this Easement would be appropriate, Town and County may by mutual written agreement jointly
amend this Easement, provided that no amendment shall be made that will adversely affect the
qualification of this Easement or the status of Grantee under any applicable laws, including
170 h and 501 c 3 of the Code and the laws of the State of Arizona. Any such
Sections ( } OO
amendment shall be consistent with the protection of the conservation and preservation values of
the Site and the Purpose of this Easement; shall not affect its perpetual duration; shall not permit .�
additional residential and/or commercial development on the Site other than the residential
and/or commercial development permitted as part of an approved Site Master Plan approved by
County and SHPO or by this Easement on its effective date; shall not permit any private
inurement to any person or entity; and shall not adversely impact the overall architectural,
historic, natural habitat, and open space values protected by this Easement. Any such amendment
shall be recorded in the office of the County Recorder of Pima County, Arizona. Nothing in this
Steam Pump Ranch Preservation Easement 10 of 18
paragraph shall require Grantor or Grantee to agree to any amendment or to consult or negotiate
regarding any amendment.
16. Notice from Government Authorities. Grantor shall deliver to Grantee copies of any
notice of violation or lien relating to the Site received by Grantor from any government authority
within five (5) calendar days of receipt by Grantor. Upon request by Grantee, Grantor shall
promptly furnish Grantee with evidence of Grantor's compliance with such notice or lien where
compliance is required by law.
17. Notice of Proposed Sale. Grantor shall promptly notify Grantee in writing of any
proposed offer to sell the Site or of any listing of the Site for sale and provide the opportunity for
Grantee to explain the terms of the Easement to the real estate listing agent and potential new
owners prior to sale closing.
18. Extinguishment.
18.1. Grantor and Grantee hereby recognize that circumstances may arise that may make
the continued ownership or use of the Site in a manner consistent with the Purpose of this
Easement impossible and that extinguishment of the Easement may be necessary. Such
circumstances may include, but are not limited to, partial or total destruction of the Buildings
resulting from casualty. Extinguishment must be the result of a judicial proceeding in a court of
competent jurisdiction.
18.2. After a termination or extinguishment by judicial order, and unless otherwise
required by applicable law at the time, in the event of any sale of all or a portion of the Site,
Grantor and Grantee shall share in any net proceeds resulting from such sale as follows:
18.2.1. "Net Proceeds" shall be mean the proceeds of any sale or conveyance of all or any
portion of the Site less (i) the amount of liens a ainst the Site and (ii) closing costs, and shall any g
include the fair market value of any property received in connection with an exchange or ;?
involuntary conversion of the Site.
18.2.2. the Net Proceeds shall divided equally, with 50% going to Grantee and 50% going
to Grantor, except that Grantee's share shall not exceed $5,000,000 in 2006 dollars, as adjusted
using the Bureau of Labor Statistics Consumer Price Index which uses an average Consumer
Price Index for agiven calendar year (i.e. a sale in 2007 would have a cap of$5,125,141.00 for
Grantee's share)
18.2.3. In the event of extinguishment, the provisions of this section 18.2 shall survive
g
and shall constitute a lien on the Site, and any property received in connection with an exchange,
with the same effect and priority as a mechanic's lien, except that such lien shall not affect the
priority of any prior recorded lien of mortgage or deed of trust given in connection with a
promissory note secured by the Site.
19. Condemnation. If all or any part of the Site is taken under the power of eminent domain
by public, corporate, or other authority, or otherwise acquired by such authority through a
Steam Pump Ranch Preservation Easement 1 1 of 18
purchase in lieu of a taking, Grantor and Grantee shall join in appropriate proceedings at the time
of such taking to recover the full value of those interests in the Site that are subject to the taking
and all incidental and direct damages resulting from the taking. After the satisfaction of prior
claims and net of expenses reasonably incurred by Grantor and Grantee in connection with such
taking, Grantor and Grantee shall be respectively entitled to compensation from the balance of
the recovered proceeds in conformity with the provisions of paragraph 18 unless otherwise
provided by law.
20. Effect and Interpretation. The following provisions shall govern the effectiveness and
duration of this Easement:
20.1. Interpretation. Any rule of strict construction designed to limit the breadth of
restriction on alienation or use of property shall not apply in the construction or interpretation of
this Easement and this Easement shall be interpreted broadly to effect the purpose of the
Easement.
20.2. Invalidity of the Act. This Easement is made pursuant to the Act as the same now
exists or may hereafter be amended, but the invalidity of such Act or any part thereof, or the
passage of any subsequent amendment thereto, shall not affect the validity and enforceability of
this Easement according to its terms, it being the intent of the parties hereto to agree and to bind
themselves, their successors, heirs and assigns, as applicable, in perpetuity, whether this
Easement be enforceable by reason of any statute, common law or private agreement either in
existence now or at any time subsequent thereto.
20.3. Violation of Law. Nothing contained herein shall be interpreted to authorize or
permit Town to violate any ordinance or regulation relating to building materials, construction
methods or use with respect to the Site and the Buildings, and Town agrees to comply with all
applicable laws, including, without limitation, all building codes, zoning laws and all other laws
related to the maintenance and demolition of historic property. In the event of any conflict
between anysuch laws and the terms hereof, Town promptly shall notify County of such conflict
and shall cooperate with County and the appropriate authorities to accommodate the purposes of .;^1
both this Easement and such ordinance or regulation.
20.4. Notices. Notices shall be in writingand shall be given by personal or air courier
service delivery to a responsible person, by telephone facsimile, or by deposit in the United States
mail, certified mail, return receipt requested, postage prepaid. Notices shall be delivered or
addressed to Town and County at the addresses set forth below or at such other address as a party .
maydesignate in writing. The date notice is deemed to have been given, received and become
effective shall be the date on which the notice is delivered, if notice is given by personal or air
courier service delivery or by telephone facsimile, or two (2) days following the date of deposit in
the mail, if the notice is sent through the United States mail.
TOWN OF ORO VALLEY:
Town Manager
11000 North Canada Del Oro Drive
Steam Pump Ranch Preservation Easement 12 of 18
Oro Valley, AZ 85737-7016
Telecopy: 520-742-1022
With a copy to:
Town Attorney
11000 North Canada Del Oro Drive
Oro Valley, AZ 85737-7016
Telecopy: 520-229-4774
PIMA COUNTY:
Clerk of the Board of Supervisors
130 West Congress Street, 5th Floor
Tucson, AZ 85701
With copies to:
Pima County
County Administrator
130 West Congress Street, 10th Floor
Tucson, AZ 85701
Attn.: C.H. Huckelberry
Telecopy: 520-740-8171
and:
Chief Civil Deputy Pima County Attorney's Office
Civil Division +y'
32 North Stone, 21St Floor
Tucson, Arizona 85701
Telecopy: 520-620-6556 .1
and:
Pima County Cultural Resources Manager
201 N. Stone Avenue, 6th Floor
Tucson, AZ 85701-1215
Telecopy: 520-243-1610
20.5. No Liability. County and Town agree that none of their respective directors, officers,
employees or agents have any personal obligation hereunder. No official,representative, agent,
attorney or employee of County shall be personally liable to Town, or to any successor in interest
to Town, in the event of default or breach by County or for any amount which may become due to
Town or to Town's respective successors, or with respect to any obligation of County under the
terms of this Agreement.
Steam Pump Ranch Preservation Easement 13 of 18
20.6. Further Documentation. Each party agrees in good faith to execute such further or
additional documents as may be necessary or appropriate to fully carry out the intent and purpose
of this Easement.
20.7. Conflict of Interest. This Easement is subject to cancellation pursuant to A.R.S.
Section 38-511.
20.8. Non-Discrimination. The Parties shall comply with Arizona State Executive Order
No. 99- 4, if applicable, and all other applicable federal and state laws, rules and regulations,
including the Americans with Disabilities Act.
20.9. Limitations. Nothing in this Easement shall be construed as limiting or expanding the
statutory responsibilities of County in performing functions beyond those granted to it by law or as
requiring County to expend any sum in excess of its appropriations.
20.10. Non-Availability of Funds. This Easement shall be subject to available funding, and
nothing in this Agreement shall bind any party to expenditures in excess of funds authorized for
purposes outlined in this Easement.
20.11. Entire Agreement. This Easement reflects the entire agreement of Grantor and
Grantee. Any prior or simultaneous correspondence, understandings, agreements, and
representations are null and void upon execution of this Easement, unless set out in this
instrument.
20.12. Counterparts. This Easement may be executed in two counterparts and by each
party on a separate counterpart, each of which when so executed and delivered shall be an
original, but both of which together shall constitute one instrument.
20.13. Recitals. The above Recitals are incorporated herein by this reference.
20.14. Exhibits. Any exhibit attached hereto shall be deemed to have been incorporated
this reference with the same force and effect as if fully set forth in the body hereof.
herein by
Timeobligationor
20.15. Periods, If the time for the performance of any taking g an y action
under this Agreement expires on a Saturday, Sunday or legal holiday, the time for performance or
takingsuch action shall be extended to the next succeeding day which is not a Saturday, Sunday or 1
legal holiday.
20.16. Headings. The headings of this Easement are for purposes of reference only and shall
not limit or define the meaning of any provision of this Agreement.
20.17. Feminine and Masculine. For purposes of this Easement, the feminine shall include
the masculine and the masculine shall include the feminine.
Steam Pump Ranch Preservation Easement 14 of 18
20.18. Time of the Essence. Time is of the essence in the performance of each and every
term and condition of this Easement by Town.
20.19. Construed as Consistent with IGA. It is the intent of the Parties that the terms of this
Easement be construed to be consistent with the terms of the IGA referenced in Recital H above.
In the event of an inconsistency of terms between the two documents, the terms of this Easement
shall prevail.
21. Dispute Resolution. In the event of a dispute between the Parties concerning the
interpretation of this Easement, the Parties shall promptly submit said dispute to an impartial
Arbitrator, mutually selected by the Parties, for final resolution. The Parties agree to be bound by
the Arbitrator's decision in the matter.
IN WITNESS WHEREOF, Town has caused this Easement to be executed by the Mayor, upon
resolution of the Mayor and Council and attested to by the Town Clerk, and County has caused
this Easement to be executed by the Chairman of the Board of Supervisors upon resolution of the
Board of Supervisors and attested to by its Clerk. This Easement shall be effective immediately
upon the date of the last signature.
Grantor:
TOWN OF ORO VALLEY ATTEST:
. P•
•
Paul H. Loomis, Mayor Ka yn Cuvelier, Town Clerk A'1
APPROVED AS TO FORM:
r
•
Tobin Rosen, Town Attorney
I
Steam Pump Ranch Preservation Easement 15 of 18
ACCEPTED:
PIMA COUNTY ATTEST:
i/
LAd/...A�./
Chairman, Boar of Supervisors Cl rk, Board of Supervisors
JUN 3 2008
. •
• ,
APP AS TO CI TENT:
By
Jo • vernal
Duty County Administrator--Public Works
APPROVED AS TO FORM:
Deputy County At •
Exhibits:
A: Legal Description i'.R
A-1: Depiction Map
Pima County Tax Code Parcel Number: 220-08-002C
Steam Pump Ranch Preservation Easement 16 of 18
Z 1
Exhibit"A"
Steam Pump Ranch Preservation Easement 17 of 1 8
l .
EXHIBIT "A"
Parcel 1:
A parcel of land located in Section 7,Township 12 South, Range 14 East, Gila and Salt River Base and
Meridian, Pima County,Arizona,described as follows:
Beginning at a lead capped pipe, being the Northeast corner of said Section 7,
Run Thence South 56 degrees,23 minutes, 19 seconds West, a distance of 167151 feet to the True Point of
Beginning;
Thence South 55 degrees, 17 minutes,30 seconds West, a distance of 395.12 feet;
Thence South 35 degrees, 18 minutes, 30 seconds East, a distance of 395.25 feet to a point on the North
right of way of State Highway No. 77;
Thence along said North right of way line on a curve to the left having an initial tangent of South 52
degrees,09 minutes, 53 seconds West,a central angle of 01 degrees, 53 minutes, 15 seconds and a radius of
17,288.74 feet, a distance of 569,55 feet;
Thence North 39 degrees,43 minutes,22 seconds West, a distance of 585.99 feet;
Thence North 54 degrees, 0 I minutes, 13 seconds East, a distance of 1005.83 feet;
Thence South 36 degrees, 17 minutes,23 seconds East, a distance of 170.48 feet to the True Point of
Beginning.
Parcel 2:
A parcel of land located in Section 7, Township 12 South, Range 14 East, Gila and Salt River Base and t:.
Meridian, Pima County, Arizona,described as follows:
Beginning at a lead capped pipe,being the Northeast corner of said Section 7,
Run Thence South 56 degrees,23 minutes, 19 seconds West, a distance of 1672.51 feet;
Thence South 55 degrees, 17 minutes,30 seconds West, a distance of395.12 feet;
Thence South 35 degrees, 18 minutes, 30 seconds East, a distance of 395.25 feet to a point on the North
right of way line of State Highway No. 77;
EXHIBIT"A"
(Continued)
Thence along said North right of way line on a curve to the left, having an initial tangent of South 52
degrees, 09 minutes, 53 seconds West, a central angle of 02 degrees, 53 minutes, 15 seconds and a radius of
17,288.74 feet, a distance of 569.55 feet to the True Point of Beginning;
Thence continue along said curve to the left having a central angle of 00 degrees, 59 minutes,40 seconds
and a radius of 17,288.74 feet,a distance of 300.08 feet;
Thence North 70 degrees, 51 minutes,44 seconds West, a distance of 200.75 feet;
Thence Westerly along the arc of a curve to the left, having a central angle of 09 degrees, 37 minutes,48
seconds,and a radius of 1512,39 feet and arc distance of 254.20 feet(measured)254.113 feet(recorded)to
the non-tangent West line of the Northeast quarter of Section 7;
Thence North 00 degrees,21 minutes, 55 seconds West (measured)North 00 degrees,23 minutes, 37
seconds West(recorded), a distance of 303.74 feet(measured)303.81 feet(recorded)to the East right of
way line of the Canada del Oro Wash;
Thence North 54 degrees,01 minutes, 13 seconds East(measured)North 54 degrees, 00 minutes,00
seconds East(recorded), a distance of 361.15 feet;
Thence South 39 degrees,43 minutes,22 seconds East, a distance of 585.99 feet to the True Point of
Beginning.
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Exhibit "A-1"
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Steam Pump Ranch Preservation Easement 18 of 18
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08025 -
li I DRAWING NOT TO SCALE DRAWN BY: L.JARZOM BEK DATE: APRIL 30, 2008
RESOLUTION NO. (R) 08- 26
A RESOLUTION OF THE MAYOR AND COUNCIL OF THE TOWN OF
ORO VALLEY,
ARIZONA, GRANTING A DEED OF PRESERVATION
EASEMENT TO PIMA COUNTY FOR THE PROPERTY KNOWN AS
STEAM PUMP RANCH LOCATED IN ORO VALLEY.
WHEREAS, on October 18, 2006 the Mayor and Council approved an intergovernmental
en the Town and Pima County for the acquisition, stabilization and
agreement between
rehabilitation of the Steam Pump Ranch; and
WHEREAS, section 4 of the intergovernmental agreement stipulated that the Town would grant
the County a preservation easement over the property in order to ensure the perpetual
conservation of the Steam Pump Ranch for the benefit of the public; and
WHEREAS, Pima County is authorized under Arizona's Uniform Conservation Easement Act,
preservation§ 33-271 et. seq., to hold easements to safeguard the historical, architectural,
archeological ical or cultural aspects of real property in Arizona; and
WHEREAS, it is in
the best interest of the Town to grant the preservation easement to the
eb assuringthe perpetual protection of the Steam Pump Ranch site.
County thereby p �
NOW, THEREFORE,
BE IT RESOLVED BY THE MAYOR AND TOWN COUNCIL OF THE
TOWN OF ORO VALLEY,ARIZONA AS FOLLOWS:
1. The Deed of Preservation Easement attached hereto as Exhibit "A" is hereby
approved and granted to Pima County.
2. The Mayor is authorized to execute and the Town Clerk is authorized to attest to
the attached Exhibit"A" for and on behalf of the Town.
PASSED AND ADOPTED Mayor bythe Ma or and Town Council of Oro Valley, Arizona this 16th
day of April , 2008.
TOWN OF ORO VALLEY
� 1
Paul H. Loomis, Mayor
ATTEST:
Katliryn Cuvelier, Town Clerk
Date:
F:\Planning&Zoning\Projects\Steam Pump Ranch\Planning&Development\resolution eascment.doc
Town of Oro Valley Attorney's Office/ARM/032608
APPROVED AS TO FORM:
//r-1
Tobin Rosen, Town Attorney
Date:
4/144/
F:\Planning&Zoning\Projects\Steam Pump Ranch\Planning&Deo•elopment\resolution casement.doe Town of Oro Vallee Attorney's Office/ARM/032608