Extracted text (via pymupdf)
12071 characters
{00618447.1}
RESOLUTION NO. _____________
A RESOLUTION OF THE COUNCIL OF THE CITY OF MESA, MARICOPA
COUNTY, ARIZONA, MAKING FINDINGS REQUIRED BY A.R.S. § 9-500.11
(VERSION 2) FOR THE CITY TO ENTER INTO A “RETAIL DEVELOPMENT
TAX INCENTIVE AGREEMENT” AND APPROVING AND AUTHORIZING
THE CITY MANAGER TO ENTER INTO A DEVELOPMENT AGREEMENT
THAT IS A “RETAIL DEVELOPMENT TAX INCENTIVE AGREEMENT”
RELATED TO THE DEVELOPMENT OF CERTAIN IMPROVEMENTS
CONSTRUCTED FOR A PROJECT GENERALLY LOCATED WEST AND
SOUTH OF STATE ROUTE 24, EAST OF SOUTH ELLSWORTH ROAD,
NORTH OF EAST WILLIAMS FIELD ROAD, SOUTH OF A PORTION OF
EAST WILLIAMS FIELD ROAD, AND WEST OF THE FUTURE SOUTH
CRISMON ROAD ALIGNMENT.
WHEREAS, Pacific Proving, LLC (“Pacific Owner”) owns unimproved real property
consisting of approximately 175.85 +/- gross acres of land, located west and south of State Route
24, east of South Ellsworth Road, north of East Williams Field Road, and west of the future South
Crismon Road alignment, the legal description and depiction of which is attached as Exhibit A-1
(“Pacific Property”).
WHEREAS, Mesa BA Land, LLC (“Mesa Land Owner”) owns unimproved real property
adjacent to the Pacific Property consisting of approximately 20.50 +/- gross acres of land, also
located west and south of State Route 24, east of South Ellsworth Road, north of East Williams
Field Road, and west of the future South Crismon Road alignment, the legal description and
depiction of which is attached as Exhibit A-2 (the “Mesa Land Property”). Pacific Owner and
Mesa Land Owner are collectively hereafter referred to as the “Owner”. The Pacific Property and
Mesa Land Property are collectively hereafter referred to as the “Property”.
WHEREAS, Arizona Revised Statutes (“A.R.S.”) § 9-500.05 authorizes the City to enter
into a development agreement relating to real property in the jurisdictional limits of Mesa, AZ
providing for the development of such property and certain development rights thereon.
WHEREAS, Vestar Pacific Master Plan, LLC and the Owners (collectively,
“Developers”) desire to develop the Property as a high-end, mixed-use development, known as
the “Legacy Park Project,” which includes an initial component consisting of a luxury hotel,
upscale retail and restaurant users, type class A office space, and a multifamily residential
component, all centered around a public recreation area with a park and lake.
WHEREAS, Pacific Owner also owns unimproved real property appurtenant to Legacy
Park consisting of approximately 36.75 +/- gross acres of land, located southwest of the meeting
point of State Route 24 and East Williams Field Road, as generally depicted on the conceptual site
plan in the attached Exhibit B (“Gateway Crossing Property”). In conjunction with the
development of the Legacy Park Project, as a complementary destination designed to broaden the
Legacy Park Project’s market appeal and as a preliminary phase to the Legacy Park Project,
Developers, directly or through an affiliated entity, will develop the Gateway Crossing Property
as a commercial retail development consisting of not less than two (2) limited-service hotels, a
{00618447.1}
large-scale “big box” retailer, food service restaurants, and additional retail facilities (“Gateway
Crossing Project”).
WHEREAS, accordingly, the Legacy Park Project and Gateway Crossing Project
(collectively the “Project”), as proposed by Developers, are intended to enhance the quality of life
for the City’s residents. The Legacy Park Project creates a destination intended to attract tourists
and other visitors from outside the region by offering a luxury resort-style hotel and retail and
dining experiences not currently available in the southeast Phoenix metropolitan area or the Legacy
Park Project’s trade area or surrounding neighborhood, while the Gateway Crossing Project
supports the Legacy Park Project by providing additional and alternative hotel, food service, and
retail options for Project and area visitors, the surrounding neighborhood, and the City and its
residents as a whole. Further, the Legacy Park Project and Gateway Crossing Project together
provide employment opportunities (both during construction and later operation of the Project) to
the City’s residents.
WHEREAS, the Project will enhance the economic welfare for the inhabitants of the City
of Mesa by, among other things: (1) providing for the construction of extensive public
improvements and infrastructure in and around the Property; (2) providing for a planned and
orderly development of the Legacy Park Project and Gateway Crossing Project consistent with and
advancing the goals of the City’s General Plan and the Mesa Zoning Ordinance; (3) providing a
new public recreation area for the City consisting of a park and lake, with all the future
maintenance costs to be borne exclusively by Developers (and their successors and assigns); (4)
providing for the maintenance of all non-arterial public streets within the Legacy Park Project
being borne exclusively by Developers (and their successors and assigns); (5) increasing
transaction privilege tax revenues collected by the City arising from or relating to both the public
and private improvements to be constructed on the Project, and the operations on and business
conducted from the Project; (6) creating a substantial number of new jobs and otherwise
supplementing the economic welfare of residents of the City; and (7) enhancing the quality of life
for the City’s residents by providing a new public recreation area amenity, a luxury hotel and local
opportunities for high-quality shopping and dining.
WHEREAS, the City believes the development of the Project will serve a regional need
for the destination luxury hotel, restaurants and retail to be constructed on the Property and will
generate substantial transaction privilege tax revenues for the City from the Project; therefore, the
City desires to enter into a development agreement with the Developers that provides for a retail
sales tax incentive to reimburse Developers for its eligible, approved costs related to the
construction of certain public infrastructure for the Project (“Development Agreement”).
WHEREAS, A.R.S. § 9-500.11 (Version 2) entitled “Expenditures for economic
development; requirements; definitions” (“A.R.S. § 9-500.11”), allows the governing body of a
city or town to appropriate and spend public monies for and in connection with economic
development activities. The Development Agreement, if entered into by the City, meets the
definition of a “retail development tax incentive agreement” set forth in A.R.S. § 9-500.11(M)(6).
WHEREAS, A.R.S. § 9-500.11(K) requires a city or town to “adopt a notice of intent to
enter into a retail development tax incentive agreement at least fourteen days before approving a
retail development tax incentive agreement.” The City Council adopted a notice of intent to enter
{00618447.1}
into the Development Agreement on August 27, 2026, a copy of which is on file with the City
Clerk’s Office as Resolution No. 12568.
WHEREAS, A.R.S. § 9-500.11(D) and (E) require the City Council, by at least a two-
thirds vote and prior to entering into the Development Agreement, to find that: (i) “the proposed
tax incentive is anticipated to raise more revenue than the amount of the incentive within the
duration of the agreement”; and (ii) “[t]hat in the absence of a tax incentive, the retail business
facility or similar retail business facility would not locate in the city or town in the same time,
place or manner.”
WHEREAS, pursuant to A.R.S. § 9-500.11(H), the report of an independent third party
was provided to the City Council verifying that the proposed tax incentive in the Development
Agreement is anticipated to raise more revenue than the amount of the incentive within the duration
of the agreement. As required by A.R.S. § 9-500.11(J), the Developers did not have input on the
selection of the independent third-party that provided the verification and the Developers did not
finance the verification. Further, Developers’ representative(s) provided information to the City
Council and City staff confirming that the proposed Project would not occur in the same time,
place or manner in the absence of the tax incentive.
WHEREAS, the prohibitions in A.R.S. § 42-6010 do not apply to “[i]ncentives consisting
of reimbursement for public infrastructure dedicated to and accepted and controlled upon
completion of the project by the city or town, county, state or a private utility”; the reimbursement
for public infrastructure set forth in the Development Agreement falls within the exception set
forth in A.R.S. § 42-6010(D)(4).
WHEREAS, A.R.S. § 9-500.06(C) requires certain proceeds from the City’s transient
lodging tax imposed on hospitality industry businesses to be used exclusively for the promotion
of tourism and A.R.S. § 9-500.06(D)(2) provides that expenditures for the promotion of tourism
include contracts between a city or town and nonprofit organizations or associations for the
promotion of tourism by the nonprofit organization or association; the Development Agreement
authorizes such an expenditure.
WHEREAS, the City Council hereby finds and determines that the Project will improve
and enhance the economic welfare of the inhabitants of the City of Mesa in accordance with A.R.S.
§ 9-500.11.
WHEREAS, the City Council hereby determines that it is appropriate to enter into the
Development Agreement and other agreements and amendments as contemplated therein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
MESA, MARICOPA COUNTY, ARIZONA, AS FOLLOWS:
Section 1:
Those findings required by A.R.S. § 9-500.11(D) are hereby made and
determined by the City Council; specifically, the City Council finds that: (i) the proposed tax
incentive in the Development Agreement is anticipated to raise more revenue than the amount of
the incentive within the duration of the agreement; and (ii) in the absence of the tax incentive, the
Project would not locate in Mesa in the same time, place, or manner.
{00618447.1}
Section 2:
The City Council approves the Development Agreement between the City
and Developers, including the maintenance agreement attached thereto as an exhibit
(“Maintenance Agreement”), and authorizes the execution of the Development Agreement,
Maintenance Agreement, easements, licenses, and such future documents and agreements as are
described and contemplated by the Development Agreement (collectively, the “Project
Documents”), and the taking of such other actions as may be necessary to carry out the provisions
of the Project Documents.
Section 3:
The City Manager or the City Manager’s designee, is authorized to execute
the Project Documents and to agree to and execute amendments or modifications to the Project
Documents as necessary to carry out their intent or facilitate the development of the Project, provided
that such amendments or modifications do not materially alter the terms of the Development
Agreement as presented to the City Council.
PASSED AND ADOPTED by the Council of the City of Mesa, Maricopa County, Arizona, this
14th day of September, 2026.
APPROVED:
_____________________________
Mayor
ATTEST:
____________________________
City Clerk
{00618447.1}
EXHBIT A-1
PACIFIC PROPERTY
(SEE ATTACHED)
{00618447.1}
{00618447.1}
8-21-26
{00618447.1}
8-21-26
{00618447.1}
8-21-26
{00618447.1}
8-21-26
{00618447.1}
{00618447.1}
12
8-21-26
{00618447.1}
13
EXHBIT A-2
MESA LAND PROPERTY
(SEE ATTACHED)
{00618447.1}
14
8-21-26
{00618447.1}
15
8-21-26
{00618447.1}
16
8-21-26
{00618447.1}
17
8-21-26
{00618447.1}
18
EXHBIT B
GATEWAY CROSSING PROPERTY
(SEE ATTACHED)
{00618447.1}
19