175THAVE_AND_OLIVE_DA_V4_16112022_CLEAN.DOC.PDF

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WHEN RECORDED, RETURN TO: 
 
Maricopa County Department of Transportation 
2901 West Durango Street 
Phoenix, Arizona 85009 
Attention: Jennifer Toth 
 
Maricopa County Real Estate Department  
2801 West Durango Street 
Phoenix, Arizona 85009 
Attention: Alex Smith 
 
DEVELOPMENT AGREEMENT 
 
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is made and entered into as 
of the ____ day of _____________, 2022 (the “Effective Date”), by and among MARICOPA 
COUNTY (“County”), and OLIVE CHARTER, LLC, a Arizona limited liability company 
(“Developer”). 
 
R E C I T A L S 
A. 
WHEREAS the Traffic Impact Study for the Project, as defined in Section 2.1 
below, indicated that a traffic signal is warranted at the intersection of 175th Avenue and Olive 
Avenue;  
B. 
WHEREAS acquisition of additional right-of-way is needed for the construction 
of the intersection and traffic signal pursuant to MCDOT ROW Permit TC202101026 and the 
Developer and County agree that County should be the lead agency for right-of-way acquisition; 
and 
C. 
WHEREAS this Agreement is a development agreement pursuant to the 
provisions of A.R.S. §11-1101 (B)(7). 
NOW, THEREFORE, in consideration of the foregoing premises and the mutual 
promises and agreements set forth herein, and for other good and valuable consideration, the 
receipt and sufficiency of which are hereby acknowledged, the Parties hereto state, confirm and 
agree as follows: 
 
A G R E E M E N T 
 
1. 
Definitions.  The following terms shall have the meanings set forth below 
whenever used in this Agreement, except where the context clearly indicates otherwise. 
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 1.1 
“Business Day” means any day other than a Saturday or Sunday or legal 
holiday in the State of Arizona.  Unless specifically referred to as a “business day”, all days 
contemplated by this Agreement shall mean calendar days. 
 1.2 
“County” means the Maricopa County, Arizona, and any successor public 
body or entity. 
 1.3 
"Commencement of Construction" or any grammatical derivation 
thereof, means (a) the obtaining of infrastructure permits from the Maricopa County Department 
of Transportation and (b) actual construction work having been begun on the work described in 
any such permits. 
 
1.4 
“Developer” means Olive Charter, LLC. 
 
1.5 
“Intersection” means the traffic control signal at the intersection of 175Th 
Avenue and Olive Avenue and depicted in Exhibit C attached hereto and incorporated herein by 
this reference. 
 
 1.6 
“Parties” and “Party” means, collectively, the County and the Developer 
as the parties to this Agreement or each of the parties individually, as the context may require. 
 1.7 
“Project” means the overall development of the Property pursuant to 
Maricopa County Planning and Development permit numbers B202102013, B202107728, 
B202107729 and B202102552..  
1.8 
“Property” means the property described in Instrument Number 
20210354247 recorded in the official records of Maricopa County Recorder and otherwise 
known as Assessor’s Parcel Number 502-08-001E and legally described in Exhibit A.  
1.9 
“Right-of-Way” means the additional property necessary for the 
construction of the Intersection depicted in Exhibit D attached hereto and incorporated herein by 
this reference. 
1.10 
“Title Company” shall mean Security Title Agency, Inc. 2415 E 
Camelback Rd, Suite 200 Phoenix, AZ 85016.  Attention: Jason Bryant  
 
 2. 
Development of the Property. 
  
 
2.1 
The Project.  The County and Developer intend that the development of 
the Project on the Property shall be achieved pursuant to, and in accordance with, the plans 
approved by Maricopa County Planning and Development Department, which are provided in 
Exhibit B.  The Project includes a requirement for a traffic signal at intersection of 175TH 
Avenue and Olive Avenue (the “Intersection”). 
 
 2.2 
Intersection Design and Construction.  Developer, at its sole cost and 
expense, shall design and construct the Intersection pursuant to Maricopa County Department of 
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Transportation (MCDOT) standards.  Developer will be responsible for all costs associated with 
the design and construction of proposed Intersection, including but not limited to construction of 
necessary signal, turn lane, road widening, sidewalk reconstruction and potential relocation of 
utilities.  The final design of the intersection shall be submitted to MCDOT on or before thirty 
(30) business days from the Effective Date of this Agreement.  The final design of the 
Intersection is subject to approval by MCDOT and construction of the intersection shall not 
commence until a right-of-way permit is issued by MCDOT. The preliminary design of the 
Intersection is provided in Exhibit C. 
 
2.2.1 Financial Assurances.  Before commencing construction of the 
Intersection, but no later than sixty (60) Business Days from the Effective Date of this 
Agreement, Developer shall be required to deposit, into an escrow account with Title Company 
(Escrow Account), funds in an amount equal to the estimated or contractual total cost to 
construct and place in service the Intersection, including the estimated right-of-way acquisition 
costs, which estimated costs shall be provided by the County.  The construction cost estimate 
shall be prepared by a contractor qualified to perform such work and shall be reviewed and 
approved by County prior to presentation of the financial assurance.  Concurrently with the 
opening of the Escrow Account, County and Developer shall provide Title Company with 
Escrow Instructions providing the terms and conditions that must be satisfied for the release of 
funds from the Escrow Account for payment of Intersection work and Right-of-Way acquisition 
as described in Section 2.4 below.  Payments shall be made from the Escrow Account in 
accordance with the provisions of the contract for performance of the work, but not more 
frequently than monthly.  Any funds then remaining on deposit in the Escrow Account after 
completion and acceptance of the construction by the County shall be returned to Developer 
upon completion of construction of the Intersection.   
 
2.2.2 Completion of Intersection.  No Certificate of Occupancy shall be 
issued by the County for Project unless and until Developer has completed the Intersection and 
the Intersection has been treated as final by MCDOT and the County Engineer.  The term “final” 
as used in this Section 2.2.2 shall mean the County Engineer has issued a letter that the 
Intersection is complete and that the warranty period for the intersection has commenced.   
2.3 
Acquisition of Right-of-Way.  Developer and County agree that County 
will acquire the right-of-way needed for the Intersection at the sole cost and expense of 
Developer.  Based on the preliminary design of the Intersection, provided in Exhibit C, County 
estimates an easement area of eight hundred eighty (880) square feet will be required for 
construction of the Intersection.  The proposed Right-of-Way area is provided in Exhibit D.  The 
final Right-of-Way area will be determined based on the approved design of the Intersection.  
County shall be reimbursed for the Right-of-Way acquisition, including but not limited to any 
legal/court cost associated with condemnation, from the Escrow Account as provided for in the 
Escrow Instructions.   
 
2.3.1 Timeline for Right-of-Way Acquisition.  Based on the preliminary 
design of the Intersection, the Right-of-Way will be acquired from two (2) private parcels known 
as Assessor’s parcel numbers 502-10-973 and 502-10-972G (the ROW Parcels).  County will 
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diligently pursue the acquisition of the Right-of-Way.  However, the timing for such acquisition 
is beyond the control of the County.   
 
2.4  
Escrow Instructions.  Concurrently with the opening of the Escrow 
Account, County and Developer shall provide Title Company with Escrow Instructions that 
include the following provisions: (i) provide that no funds can be withdrawn from the Escrow 
Account without the consent of the County; (ii) allow Developer to withdraw funds and make 
payments, upon providing County invoices from Developer’s contractor, for the construction of 
the Intersection; (iii) allow County to withdraw funds for the acquisition of the Right-of-Way; 
(iv) allow for time extensions, at County’s request, to accommodate any condemnation cases that 
may be necessary for the County to acquire the Right-of-Way; and (v) require Developer to 
deposit additional funds, if necessary, to pay all costs associated with the acquisition of the 
Right-of-Way, including condemnation costs. 
 
 2.5  
Developer's Indemnification of County.  The Developer shall 
indemnify, protect, defend and hold harmless the County, its board members, officers, 
employees and agents, from all claims, demands, losses, damages, liabilities, fines, charges, 
penalties, administrative and judicial proceedings and orders, judgments, remedial actions of any 
nature whatsoever, and all costs and clean-up actions of any nature whatsoever as well as all 
costs and expenses incurred in connection therewith, including without limitation, reasonable 
attorneys' fees and costs of defense, to the extent the same are asserted by a third party against 
the County and arise out of or result from the performance of this Agreement by the Developer. 
 
 3. 
Default. 
 3.1 
Default.  In the event any party hereto fails, within thirty (30) days after 
receipt of written notice from any other Party, to comply with any terms, conditions, provisions 
and obligations under this Agreement which are applicable to such Party (an “Event of Default”), 
such Party shall be deemed to be in default under this Agreement.   
3.2 
Additional Developer Defaults.  In addition to the foregoing, it shall be 
a default hereunder if: 
 
 
 3.2.1 Developer sells, assigns, conveys, or alienates this Agreement or 
the Property, in its entirety, whether voluntarily or involuntarily to an entity or entities that are 
not Affiliates of Olive Charter, LLC, and, the Developer ceases to provide the primary project 
management and administration responsibilities on a day to day basis, without the prior written 
approval of the County, which approval shall not be unreasonably withheld, delayed or 
conditioned provided that the party to whom the Developer proposes to convey the Property 
has demonstrated the financial capacity to perform its obligations under this agreement; or 
 
 3.2.2 any petition or application for a custodian, as defined by Title 11, 
United States Code, as amended from time to time (the "Bankruptcy Code") or for any form of 
relief under any provision of the Bankruptcy Code or any other law pertaining to reorganization, 
insolvency or readjustment of debts is filed by or against Developer or any partnership of which 
Developer is a partner, their respective assets or affairs, and such petition or application is not 
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dismissed within ninety (90) days of such filing; or Developer makes an assignment for the 
benefit of creditors, is not paying material debts as they become due, or is granted an order for 
relief under any chapter of the Bankruptcy Code; or a custodian, as defined by the Bankruptcy 
Code, takes charge of any property of Developer or any property of any partnership of which 
Developer is a partner; or garnishment, attachment, levy or execution in an amount in excess of 
an amount equal to ten percent (10%) of its net worth is issued against any of the property or 
effects of Developer, or any partnership of which Developer is a partner, and such issuance is not 
bonded against within ninety (90) days; or 
 3.2.3 there is a material default or material breach of any representation, 
warranty or covenant, or there is a material false statement or material omission, by such 
Developer under this Agreement; or  
 3.2.4 the dissolution or termination of existence of Developer.  
 
 3.5 
Remedies.  If the parties involved in any dispute hereunder are not able to 
resolve such dispute, then, in that event, such parties to the dispute shall be entitled to pursue any 
and all legal and equitable remedies which may be available at law or in equity.   
 
 3.6 
County's Remedies.  If the Developer is in default under this Agreement 
and there exists an Event of Default with respect thereto, then the County shall have the right to 
terminate this Agreement immediately upon written notice to Developer and to pursue any other 
rights or remedies provided hereunder, at law or in equity.  The Escrow Instructions, and the 
County’s use of the funds therein, shall survive the termination of this Agreement.   
 
3.7 
Term.  The Term of this agreement shall be five (5) years or until the 
Intersection has been determined “final”, as defined in Section 2.2.2, by MCDOT. 
 
 4. 
General Provisions. 
 
 4.1 
Notices.  All notices required or permitted to be given hereunder shall be 
in writing and may be given in person or by United States mail, commercial overnight delivery 
service made over a receipt or by courier.  Any notice directed to a party shall become effective 
upon the earliest of the following:  (a) actual receipt by that party; (b) hand delivery to such party 
at its designated notice address; (c) one (1) business day after deposit for delivery with a 
nationally-recognized overnight courier; (d) facsimile with receipt confirmed; or (e) if given by 
certified United States mail, forty-eight (48) hours after deposit with the United States Postal 
Service, postage prepaid, addressed to that party at its designated address.  The designated 
address of a party shall be the address of that party shown below: 
 
To the County: 
Maricopa County Department of Transportation 
 
Attn: Director  
 
 
 
2801 W. Durango St. 
 
 
 
Phoenix, AZ 85009 
 
With a copy to:  
Maricopa County Real Estate Department 
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Attn: Director 
                          
2801 W. Durango St. 
                         
Phoenix, AZ 85009 
 
To Developer: 
Olive Charter LLC 
 
Attn:  Glenn Way 
 
c/o Charter One 
 
6913 East Rembrandt Ave 
 
Mesa, Az. 85212 
 
With copies to: 
Pew and Lake, PLC 
 
Attn: Ralph Pew 
 
1744 South Val Vista Dr., Suite 217 
 
Mesa, Arizona, 85202 
 
Any party hereto shall have the right to change its designated notice address by providing to the 
other party written notice of such change in the manner described above. 
 
 
 
 4.2 
Successors and Assigns.  The provisions of this Agreement shall inure to 
the benefit of and be binding upon the successors and assigns of the parties hereto. 
 4.3 
Captions.  The captions used herein are for convenience only and do not 
in any way limit or amplify the terms or provisions hereof. 
 4.4 
Governing Law.  This Agreement shall be governed by and construed in 
accordance with the laws of the State of Arizona.  This Agreement has been made and entered 
into in Maricopa County, Arizona. 
 4.5 
Waiver.  No waiver by any party of any breach of any of the terms, 
covenants or conditions of this Agreement shall be construed or held to be a waiver of any 
succeeding or preceding breach of the same for any other term, covenant or condition herein 
contained.   
 4.6 
Attorneys' Fees.  In the event of any actual litigation between the parties 
in connection with this Agreement, the party prevailing in such action shall be entitled to recover 
from the other party all of its costs and fees, including reasonable attorneys' fees, which shall be 
determined by the court and not by the jury.   
 4.7 
Severability.  In the event that any phrase, clause, sentence, paragraph, 
section, article or other portion of this Agreement shall become illegal, null or void or against 
public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, 
null or void or against public policy, the remaining portions of this Agreement shall not be 
affected thereby and shall remain in full force and effect to the fullest extent permitted by law, 
unless the material terms of this Agreement are vitiated. 
 4.8 
Schedules and Exhibits.  All schedules and exhibits attached hereto are 
incorporated herein by this reference is if fully set forth herein. 
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 4.9 
Entire Agreement.  This Agreement constitutes the entire agreement 
between the Parties hereto pertaining to the subject matter hereof and all prior and 
contemporaneous agreements, representations, negotiations and understandings of the Parties 
hereto, oral or written, are hereby superseded and merged herein. 
 4.10 
Counterparts.  This Agreement may be executed in any number of 
counterparts, each of which shall be deemed to be an original but all of which together shall 
constitute one and the same instrument. Electronic signatures shall be accepted as the equivalent 
of original ink signatures. 
 4.11 
Recordation.  This Agreement shall be recorded in the Official Records 
of Maricopa County, Arizona within ten (10) days after its approval and execution by the parties 
hereto. 
 4.12 
Conflict of Interest.  To the best knowledge of Developer and no 
member, official or employee of County shall have any direct or indirect interest in this 
Agreement, nor participate in any agreement relating to the Agreement which is prohibited by 
law.  This Agreement is subject to A.R.S. §38-511. 
 4.13 
No Personal Liability.  No current or former member, official or 
employee of any Party shall be personally liable (a) in the event of any default or breach by such 
party, (b) for any amount which may become due to any non-breaching party or its successor or 
assign, or (c) pursuant to any obligation of the breaching party under the terms of this 
Agreement. 
 4.14 
No Partnership; Third Parties.  It is not intended by this Agreement to, 
and nothing contained in this Agreement shall create any partnership, joint venture or other 
arrangement between the parties hereto.  No term or provision of this Agreement is intended to, 
or shall, be for the benefit of any person, firm, organization or corporation not a party hereto, and 
no such other person, firm, organization or corporation shall have any right or cause of action 
hereunder. 
 4.15 
Authority.  Developer shall, prior to or simultaneously with execution of 
this Agreement, provide County with proof that the person executing this Agreement on behalf 
of the Developer is legally authorized to bind the Developer.,  
 4.16 
Excused Delays in Performance as a Result of Force Majeure.  In 
addition to any specific provisions of this Agreement, the performance by either party hereunder 
shall not be deemed to be in default where there is a delay in performance caused by or resulting 
from war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, 
acts of the public enemy, epidemics, quarantine restrictions, freight embargos, lack of 
transportation, governmental restrictions or priority, unusually severe weather for Maricopa 
County, Arizona, or acts or the failure to act of any public or governmental agent or entity, 
litigation relating to the Property initiated by a third party other than Developer or the County 
(and where the party claiming the executed delay is without fault in connection with such 
litigation) or any other causes beyond the control or without the fault of the party claiming an 
extension of time to perform (a ''force majeure"), and the party affected by the force majeure 
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event gives notice to the other party within thirty (30) business days after the occurrence of such 
event. In the event that any party to this Agreement is unable or fails to perform due to an event 
constituting a force majeure and such party has given the notice as provided above, and such 
excused delay is the proximate cause of the other party being unable or failing to perform in 
accordance with the terms of this Agreement, then the time for the performance of the other 
party shall also be extended for a period of time equal to the period of the delay plus a reasonable 
start-up period. Any extension of time resulting from a force majeure shall only be for the period 
of the force majeure.    
4.17 
No Forced Labor.  Developer warrants and certifies that it does not 
currently, and agrees for the duration of the contract that it will not, use: 
 
1. the forced labor of ethnic Uyghurs in the People's Republic of China. 
2. any goods or services produced by the forced labor of ethnic Uyghurs in 
the People's Republic of China. 
3. any contractors, subcontractors or suppliers that use the forced labor or 
any goods or services produced by the forced labor of ethnic Uyghurs in the 
People's Republic of China.  
 
If Developer becomes aware during the term of the Agreement that the Developer is not in 
compliance with this paragraph, the Developer shall notify the County within five business days 
after becoming aware of the noncompliance. Failure of Developer to provide a written 
certification that the Developer has remedied the noncompliance within one hundred eighty 
(180) days after notifying the public entity of its noncompliance, this Agreement shall terminate 
unless the Term of this Agreement shall end prior to said one hundred eighty (180) day period. 
 
4.18 
Boycott of Israel.  Developer warrants that any contractor who engages in 
for-profit activity and has 10 or more employees, certify it is not currently engaged in, and agrees 
for the duration of this Agreement to not engage in, a boycott of goods or services from Israel. 
This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation 
issued pursuant to 50 U.S.C. § 4842. 
 
4.19 
Administration of Agreement.  The Assistant County Manager for 
Maricopa County charged with oversight of the Maricopa County Real Estate Department and/or 
the Real Estate Director for Maricopa County shall administer this Agreement on behalf of 
County and are hereby authorized to sign the Escrow Instructions and other documents in 
accordance with this Agreement. 
 
 
 
 
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Signature Pages follow 
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IN WITNESS WHEREOF, the undersigned have caused this Development Agreement to be 
executed as of the day and year first above written  
MARICOPA COUNTY 
A political subdivision of the State of Arizona 
 
Recommended by: 
 
 
 
 
 
 
 
Jennifer Toth, P.E. 
 
 
Date 
County Engineer  
 
Approved and Accepted:  
 
By:  
 
 
 
 
 
 
      Chairman, Board of Directors 
Date 
 
 
 
 
Attest: 
By:  
 
 
 
 
 
 
 
       Clerk of the Board 
 
 
Date 
The foregoing development agreement has been reviewed pursuant to Arizona Revised Statutes 
§11-1101 (B)(7)., as amended, by the undersigned Deputy County Attorney, who has determined 
that it is in proper form and within the powers and authority granted to Maricopa County under 
the laws of the State of Arizona. 
By:  
 
 
 
 
 
 
Deputy County Attorney  
 
Date 
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11/17/2022

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IN WITNESS WHEREOF, the undersigned have caused this Development Agreement to be 
executed as of the day and year first above written  
DEVELOPER  
 
OLIVE CHARTER, LLC,  
an Arizona limited liability company 
 
By: 
SWG Holdings, LLC, an Arizona limited liability company,  
By Its Member and Manager 
 
_________________________ 
Glenn L Way, Manager 
 
 
 
 
 
 
 
 
STATE OF ARIZONA ) 
 
 
 
 
) ss 
COUNTY OF MARICOPA 
) 
 
 
On this ______ day of _______________________, 20 ______, before me, the undersigned, 
personally appeared____________________________, of  
 
 
 
, 
and 
such 
authorized representative(s) acknowledged that this document was executed on behalf of the corporation 
for the purposes therein contained. 
 
 
IN WITNESS WHEREOF, I hereunto set my hand and official seal. 
 
 
My Commission Will Expire: 
 
 
 
 
 
 
 
 
 _________________________________ 
 
 
 
 
 
 
  
 
 Notary Public 
 
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List of Exhibits 
 
 
Exhibit “A” 
The Property  
 
Exhibit “B” 
 
The Project 
 
Exhibit “C” 
Intersection 
 
Exhibit “D” 
 
Right-of-way 
 
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EXHIBIT A 
The Property 
 
A parcel of land commonly known as Maricopa County Assessor parcel number 502-08-001E and legally 
described below: 
 
The Southeast quarter of the Southwest quarter of Section 26, Township 3 North, Range 2 West of the 
Gila and Salt River Base and Meridian, Maricopa County, Arizona;  
 
EXCEPT the following described property: 
 
The North 150 feet of the West 150 feet of the Southeast quarter of the Southeast quarter of the Southwest 
quarter of Section 26, Township 3 North, Range 2 West of the Gila and Salt River Base and Meridian, 
Maricopa County, Arizona; and  
 
EXCEPT that portion conveyed to Maricopa County by deed in Recording No. 20170131021, records of 
Maricopa County, Arizona, described as follows:  
 
A portion of that property described in Document Number 2002-0199822, records of Maricopa County, 
Arizona, lying within the Southeast quarter of the Southwest quarter of Section 26, Township 3 North, 
Range 2 West of the Gila and Salt River Base and Meridian, Maricopa County, Arizona. Said portion 
more particularly described as follows:  
 
COMMENCING at the Southwest corner of the Southwest quarter of said Section 26, from which the 
South quarter corner bears South 89 degrees 57 minutes 33 seconds East, a distance of 2,639.87 feet and 
from which the West quarter corner bears North 00 degrees 23 minutes 37 seconds East, a distance of 
2,633.01 feet;  
 
Thence along the South line of said Southwest quarter, South 89 degrees 57 minutes 33 seconds East a 
distance of 1319.94 feet;  
 
Thence leaving said South line, North 00 degrees 25 minutes 11 seconds East a distance of 60.00 feet to 
the Southwest corner of the property described in said Document Number 2002-0119822 and also the 
POINT OF BEGINNING;  
 
Thence along the West line of said property, North 00 degrees 25 minutes 11 seconds East a distance of 
10.00 feet to a point on the North line of the South 70.00 feet of the said Southwest quarter;  
 
Thence along said North line, South 89 degrees 57 minutes 33 seconds East a distance of 915.96 feet;  
 
Thence South 00 degrees 26 minutes 45 seconds West, a distance of 10.00 feet to a point on the North 
line of the South 60.00 feet of the said Southwest quarter;  
 
Thence along last said North line, North 89 degrees 57 minutes 33 seconds West a distance of 915.95 feet 
to the POINT OF BEGINNING; and  
EXCEPT all right, title and interest in that portion of that certain property described in Document No. 
2002-119822 lying within those parcels of land described in Docket 10541, Page 717, Docket 10409, 
Page 1128, and Document No. 2007-0051639 records of Maricopa County, Arizona.  
 
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EXHIBIT B 
The Project 
 
A new high school building as depicted in the construction plans and other documents associated 
with Maricopa County Planning and Development permit numbers: B202102013, B202107728, 
B202107729 and B202102552. 
 
 
 
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EXHIBIT C 
The Intersection 
 
Intersection improvements as depicted in the construction plans and other documents associated 
with Maricopa County Department of Transportation permit number TC202101026. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EXHIBIT D 
The Right-of-Way 
 
 
 
 
 
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