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After recording, return to:
City Clerk
City of Glendale
5850 W. Glendale Ave., Suite 464
Glendale, AZ 85301
With a copy to:
Baccara Eagle Land, LLC
121 Rivers Edge Drive, Suite 3100
Traverse City, MI 49684
PRE-ANNEXATION DEVELOPMENT AGREEMENT
FOR
BACCARA EAGLE LAND, LLC
THIS PRE-ANNEXATION DEVELOPMENT AGREEMENT (“Agreement”) is entered into as
of the ________ day of _______________, 2026 by and between the CITY OF GLENDALE, an Arizona
municipal corporation (the “City”) and BACCARA EAGLE LAND, LLC, a Delaware limited liability
company (“Owner”). City and Owner shall collectively be referred to herein as ”Parties” and individually
as the “Party”.
RECITALS:
A.
This Agreement pertains to the property legally described and depicted in Exhibit A
(“Owner’s Property”)
B.
Owner’s Property is currently located in unincorporated Maricopa County and within the
City’s municipal planning area.
C.
Global Water Resources Inc. an Arizona corporation (Global), Global Water – 303
Utilities Company Inc, an Arizona corporation (Utility) entered into Contract C-8208 with the City, dated
October 23, 2012 and recorded in the Office of Maricopa County Recorder document 2013010447 for
Future Wastewater and Recycled Water Services (the “Glendale Agreement”).
D.
Global, the Utility, the City and EPCOR Water Arizona Inc. an Arizona corporation
(“EWAZ”) entered an Assignment and Assumption Agreement for the Future Wastewater and Recycled
Water Services (“Assignment”) Contract C-8209-1 on September 24, 2013 and recorded in the Office of
Maricopa County Recorder as document 20130946737.
E.
The Parties are entering into this Agreement pursuant to the provisions of A.R.S. § 9-
500.5 in order to facilitate the annexation of the Owner’s Property and the proper municipal zoning
designations and development of the Owner’s Property by providing for, among other things: (i)
conditions, terms, restrictions and requirements for the annexation of Owner’s Property by the City; (ii)
conditions, terms, restrictions and requirements for the construction and installation of public/private
infrastructure improvements; and (iii) other matters related to the annexation and development of
Owner’s Property.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and mutual promises set forth in
this Agreement, the Parties state, confirm and agree as follows:
1.
Annexation. The Parties acknowledge and agree that the intent of the parties is that the
Owner’s Property shall be annexed into and developed within the City consistent with City development
standards in effect as of the date a complete annexation application is submitted. The Parties acknowledge
and agree that the development of the Owner’s Property may take place in phases over time and is
conditioned upon assurance and availability of water, wastewater and recycled water service from a
source(s) other than the City. The Parties understand that annexation is a legislative process and nothing
in this agreement shall be construed as requiring the City’s Council to approve an annexation petition.
2.
Maricopa County Zoning. To the extent available in the City zoning and entitlements,
including the use of the closest comparable zoning and entitlements, the City shall recognize Maricopa
County zoning, Military Compatibility Permit (MCP250007) (as long as final approval of MCP250007 is
granted by the Maricopa County Board of Supervisors), and all other Maricopa County entitlements for
Owner’s Property. The pending Military Compatibility Permit is included as Exhibit B to this Agreement.
To the extent such zoning and entitlements or the closest comparable City zoning and entitlements are
available in the then-existing City Zoning Ordinance, the City shall provide for such zoning and
entitlements when applying City zoning to the Owners’ Property, or portions thereof, into the City and
shall not impose more restrictive land use or development/planning standards, except as mutually agreed
in writing by the Parties or as required by applicable law.
2.1.
New Rezoning Applications. Owner agrees that following the date this
Agreement is executed by the City no new re-zoning or other land use entitlement case shall be initiated
in Maricopa County for any of the Owner’s Property; provided, however, this prohibition against new
applications is not applicable to the pending Military Compatibility Permit (MCP250007).
Notwithstanding the foregoing, in the event the City’s Council denies a request to annex an Owner’s
Property or fails to take final action on a complete annexation application within one hundred eighty
(180) days of the date the last party signs this Agreement, then such Owner shall be permitted to pursue
any rezoning or other entitlement application with Maricopa County.
2.2.
City Entitlements. Upon execution of this Agreement by the Parties, the City
agrees to accept and process any fully complete entitlement application or applications though normal
City processes by Owner for Owner’s Property once the property is annexed.
2.3.
Prohibited Land Uses. Notwithstanding the foregoing, the following land uses
shall be prohibited and not permitted within Owner’s Property:
1) Adult uses
2) Inert landfill
3) Prison and/or correctional facility
4) Rendering plant
5) Solid waste transfer station
6) Slaughterhouse
3.
Water. The Parties acknowledge and agree that the City will not provide water service to
the Owner’s Property and that the Owner is required to obtain water service from a private company(ies)
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for Owner’s Property. The City shall not assess or collect any water development impact fees, hook up
fees, line extension fees or other fees related to water infrastructure, water resources, or water service that
is provided by a private water company(ies) and/or onsite well(s). Owner shall be required to
demonstrate and obtain an assured water supply from the Arizona Department of Water Resources prior
to processing a preliminary plat or site plan in the City (provided the use requires an assured water supply
demonstration), and in no event shall the City’s assured water supply be used by the Owner.
4.
Wastewater and Recycled Water. The Parties acknowledge and agree that the City will
not provide wastewater and recycled water services to Owner’s Property and that the Owner is required to
obtain wastewater and recycled water services from a private company(ies) and/or on-site well(s) for
Owner’s Property. The City shall not assess or collect any development impact fees for wastewater and
recycled water services that are provided by a private company(ies). In order to obtain wastewater and
recycled water service the Owner must comply with the Glendale Agreement and the Assignment as
indicated in the Recitals.
5.
Roadway and Transportation. Following annexation of Owner’s Property, or any
portion thereof, into the City, the Owner shall be responsible for constructing its roadway and
transportation improvements in accordance with City standards in effect at the time of development. The
Owner shall be subject to all Transportation Development Impact Fees assessed at the time of
development or as agreed upon within this Agreement.
6.
Fire and Police. Following annexation of Owner’s Property, or any portion thereof, into
the City, the City, or its contractor, shall be the fire, police and emergency medical services provider to
Owner’s Property. The Owner shall be subject to all Fire and Police Development Impact Fees assessed at
the time of development.
7.
Municipal Services. Following annexation of the Owner’s Property(ies), or portion
thereof, into the City, the City shall provide all required City services not provided by private companies
or the County in compliance with A.R.S. §9-471.
8.
Development Fees. Following annexation of Owner’s Property, the Owner shall be
responsible to pay all other applicable development fees which are not subject to this agreement or as
agreed upon within this Agreement.
9.
Impact Fee Credits. Owner reserves the right to pursue relevant impact fee credits from
the City for any qualifying improvements or infrastructure installed at Owner’s expense.
10.
General Provisions.
10.1.
Term. This agreement shall become effective on the date it is recorded with the
Maricopa County Recorder after execution by the Parties and shall automatically terminate on the
twentieth (20th) anniversary of such date.
10.2.
Owner’s Representative. Owner agrees to designate and appoint a representative
to act as a liaison between the Owner and the City.
10.3.
City’s Representative. The City’s representative shall be the City Manager or
designee.
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10.4.
Notices and Filings. All notices, filings, consents, approvals and other
communications provided for herein or given in connection herewith shall be validly given, filed, made,
delivered or served if in writing and delivered personally, faxed, sent by overnight carrier or sent by
certified United States Mail, postage pre-paid, return receipt requested if to:
City:
City Manager’s Office
City of Glendale
5850 W Glendale Ave., Suite 431
Glendale, AZ 85301
Attn: Patrick Banger
Phone: 623-930-2870
Facsimile: 623-847-1399
pbanger@glendaleaz.com
With a copy to:
City Attorney
City of Glendale
5850 W Glendale Ave., Suite 450
Glendale, AZ 85301
Attn: Michael Bailey
Phone: 623-930-2930
Facsimile: 623-915-2391
Mbailey@glendaleaz.com
Owner:
Baccara Eagle Land, LLC
121 Rivers Edge Drive, Suite 3100
Traverse City, MI 49684
Attn: Kenneth Davies
Phone: 231-252-2525
Email: legal@takanock.com
With a copy to:
Burch & Cracchiolo, P.A
702 E. Osborn Road, Ste. 200
Phoenix, AZ 85014
Attn: Brian Greathouse
Phone: 602-234-9903
Facsimile: 602-343-7903
Email: bgreathouse@bcattorneys.com
EPCOR Water Arizona Inc.
2355 W. Pinnacle Peak Rd., Ste. 300
Phoenix, AZ 85024
Attn: President
Montera Infrastructure I, LLC
345 California Street, Suite 600
San Francisco, CA 94104
Attn: Tricia Arneson
Phone: 415-470-7070
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Email: tarneson@montera.com
or such other address or addresses as may hereafter be specified by notice given by any of the above for
itself to the others. Any notice or other communications shall become effective upon the earliest of the
following: (a) actual receipt by that party; or (b) two (2) business days after deposit with the United States
Postal Service.
10.5.
Default. Failure or unreasonable delay by any Party to perform or otherwise act
in accordance with any term or provision hereof shall constitute a breach of this Agreement by such Party.
Any failure to pay money not cured within ten (10) business days after written notice received by the non-
paying Party (or to the Owner in the case of a non-paying Owner) shall constitute a default under this
agreement by the non-paying Party. Any breach not cured within thirty (30) calendar days after written
notice is received, shall constitute a default by the breaching Party under this agreement; provided,
however, that if the failure is such that more than thirty (30) calendar days would reasonably be required
to perform such action or comply with any term or provision hereof then the breaching Party shall have
additional time as may be necessary to perform or comply so long as the breaching party commences
performance or compliance within said thirty (30) calendar day period and diligently proceeds to
complete such performance or fulfill such obligation after written notice is received by the breaching
Party (or the Owner in the case of a breaching Owner). Any notice of breach shall specify the nature of
the alleged breach and the manner in which said breach may be satisfactorily cured, if possible. Each
Party shall have all rights and remedies for any breach that is not cured within the applicable cure period,
except that each Party waives any right to seek recovery of, or recover, any indirect, consequential
(including lost profits), exemplary, punitive, or other monetary damages of any kind other than actual
damages. Notwithstanding anything herein to the contrary, any mortgagee or deed of trust beneficiary of
Owner shall be given notice of any alleged default and shall have the same cure rights as Owner, plus an
additional thirty (30) days thereafter to cure.
10.6.
Dispute Resolution. In the event that there is a dispute hereunder which the
Parties cannot resolve between themselves, the Parties agree that there will be a forty-five (45) day
moratorium on litigation during which time the Parties agree to attempt to settle the dispute by
nonbinding mediation before commencement of litigation. The mediation shall be held under the
commercial mediation rules of the American Arbitration Association or other rules mutually agreed upon.
The matter in dispute shall be submitted to the mediator mutually selected by the Parties. In the event that
the Parties cannot agree upon the selection of a mediator within seven (7) days, then within three (3) days
thereafter, the City and Owner shall request the presiding judge of the Superior Court in and for the
County of Maricopa, State of Arizona, to appoint an independent mediator. The mediator selected shall
have at least five (5) years of experience in mediating or arbitrating disputes relating to land development.
The cost of any such mediation shall be divided equally between the City and Owner. The results of the
mediation shall be nonbinding on the Parties, and any Party shall be free to initiate litigation subsequent
to moratorium.
10.7.
Choice of Law, Venue and Attorney’s Fees. Any dispute, controversy, claim or
cause of action arising out of or related to this Agreement shall be governed by Arizona law. The venue
for any such dispute shall be Maricopa County, Arizona and each Party waives the right to object to
venue in Maricopa County for any reason. The prevailing Party shall be entitled to recover any of its
attorney’s fees or other costs from the non-prevailing Party incurred in any such dispute, controversy,
claim, or cause for action, whether the same is resolved through arbitration, litigation in court, or
otherwise.
10.8.
Good Standing Authority. Each Party represents and warrants that it is duly
formed and validly existing under laws of the state of its formation, is duly authorized to transact business
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in the State of Arizona and that all individuals executing this Agreement on its behalf are authorized and
empowered to bind such Party.
10.9.
Assignment. The provisions of this Agreement are binding upon and shall inure
to the benefit of the Parties, and all of their successors in interest and assigns; provided; however, that an
Owner’s rights and obligation hereunder may be assigned, in whole or in part, only to a person or entity
that has acquired title to Owner’s Property or a portion thereof and only by a written instrument recorded
in the Official Records of Maricopa County, Arizona, expressly assigning such rights and obligations. In
the event of a complete or partial assignment by an Owner, all or a portion of Owner’s rights and
obligations hereunder shall terminate effective upon the assumption by Owner’s assignee of such rights
and obligations and the execution of an addendum that recognizes the assignment.
10.10. Third Parties. No term or provision of this Agreement is intended to or shall be
for the benefit of any person or entity not a party hereto, and no such other person or entity shall have any
right or cause of action hereunder.
10.11. Waiver. No delay in exercising any right or remedy shall constitute a waiver
thereof; and no waiver of any breach shall be construed as a waiver of any preceding or succeeding
breach of the same or any other covenant, or condition of this Agreement.
10.12. Severability. If any provision of this Agreement is declared void or
unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement,
which shall otherwise remain in full force and effect if the remaining provisions permit the Parties to
achieve the practical benefits of the arrangements contemplated by this Agreement. Otherwise, either
Party may terminate this Agreement. If any applicable law or court of competent jurisdiction prohibits or
excuses the City or Owner, as applicable, from undertaking any contractual commitment to perform any
act hereunder, this Agreement shall remain in full force and effect. But the provisions requiring such
action shall be deemed to permit the City or Owner, as applicable, to take such action at its discretion, if
such a construction is permitted by law.
10.13. Further Documentation. The Parties agree in good faith to execute such further or
additional instruments and documents and to take such further acts as may be necessary or appropriate to
fully carry out the intent and purpose of this Agreement. Such additional instruments and documents may
require the approval of the City’s Council.
10.14. Fair Interpretation. The Parties have been represented by counsel in the
negotiation and drafting of this Agreement and this Agreement shall be construed according to the fair
meaning of its language.
10.15. Headings. The headings of this Agreement are for the purposes of reference only
and shall not limit or define the meaning of any provision of this Agreement.
10.16. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which shall constitute one and the same instrument.
10.17. Computation of Time. In computing any period of time under this Agreement,
the date of the act or event from which the designated period of time begins to run shall not be included.
The last day of the period so completed shall be included unless it is a Saturday, Sunday or legal holiday
of the City of Glendale, in which event the period shall run until the end of the next day that is not a
Saturday, Sunday or legal holiday of the City of Glendale.
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10.18. Entire Agreement. This Agreement, together with the following Exhibits attached
hereto (which are incorporated herein by this reference) constitutes the entire Agreement between the
Parties.
1) Exhibit A: Legal Description and depiction of Owner’s Property
2) Exhibit B: Military Compatibility Permit (MCP250007)
All prior and contemporaneous agreements, representations and understanding of the Parties, oral or
written are superseded by and merged in this Agreement.
10.19. Time. Time is of the essence of this Agreement and with respect to the
performance required by each Party.
10.20. Covenants Running with Land. Owner’s Property shall be held, transferred, sold,
conveyed, leased, occupied and used subject to the terms, covenants and conditions of this Agreement,
which shall run with the land and be binding upon, benefit and burden Owner’s Property and all persons
having or acquiring any right, title or interest in or to any portion of Owner’s Property.
10.21. Incorporation of Recitals. The recitals set forth above are hereby incorporated by
reference into this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
EXHIBIT "A"
TO
SPECIAL WARRANTY DEED
The Land referred to herein below is situated in the County of Maricopa, State of Arizona, and is
described as follows:
PARCEL NO. 1:
The Southwest quarter of Section 28, Township 3 North, Range 1 West, of the Gila and Salt River Base
and Meridian, Maricopa County, Arizona;
EXCEPT that portion described as follows:
BEGINNING at a point on the Easterly line of the Southwest quarter of said Section 28, said point being
33.00 feet North from the Southeast corner of the Southwest quarter of Section 28;
THENCE Northerly along the Easterly line of the Southwest quarter of Section 28, a distance of 453.53
feet;
THENCE Southwesterly along the arc of a curve whose radius is 578.805 feet and concave to the
Northwest, a distance of 731.11 feet;
THENCE Westerly on a line parallel to and 83.00 feet North of the Southerly line of the Southwest quarter
of Section 28, a distance of 2094.97 feet to a point on the Westerly line of Section 28;
THENCE Southerly along the Westerly line of Section 28, a distance of 50.01 feet to a point, said point
being 33.00 feet Northerly from the corner common to sections 28, 29, 32 and 33;
THENCE Easterly along a line parallel to and 33.00 feet Northerly from the Southerly line of the
Southwest quarter of Section 28, a distance of 2653.09 feet to the POINT OF BEGINNING.
PARCEL NO. 2:
That portion of Parcel No. 2 as identified in those Special Warranty Deeds from Tai Wi Wi Ranches LLC,
an Arizona limited liability company to the City of Phoenix, recorded as Document Nos. 2000-0325402
and 2000-0325403, dated April 28, 2000, records of Maricopa County Recorder, lying Westerly of the
Easterly right of way line of the California, Arizona and Santa Fe Railway Company's Perpetual Easement
identified in Misc. Book 59, Pages 411-413, and also described as:
Parcel No. 2-B:
A portion of the Southeast quarter of Section 28, Township 3 North, Range 1 West of the Gila and Salt
River Base and Meridian, Maricopa County, Arizona, more particularly described as follows:
COMMENCING at a (aluminum cap) monument at the center of said Section 28 which bears North 89
degrees 19 minutes 50 seconds West, 2632.98 feet from a (aluminum cap) monument in Litchfield Road,
at the East quarter corner of said Section 28;
THENCE South 89 degrees 19 minutes 50 seconds East, along the Northerly line of said Southeast
quarter of Section 28, a distance of 421.58 feet to a point on the Westerly boundary of that perpetual
easement for the construction, operation and maintenance of tracks identified in Misc. Book 59, Pages
411-413;
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THENCE South 89 degrees 19 minutes 50 seconds East, continuing along said Northerly line of said
Southeast quarter of Section 28, a distance of 245. 73 feet to a point on the Easterly boundary of that
perpetual easement for the construction, operation and maintenance of tracks identified in Misc. Book 59,
Pages 411-413;
THENCE Southwesterly, along said perpetual easement boundary and a tangent curve to the left whose
578.81 foot radius bears South 00 degrees 40 minutes 10 seconds West, through a central angle of 90
degrees 50 minutes 05 seconds, an arc length of 917.62 feet to a point on a line parallel with and offset
80.00 feet Easterly from the Westerly boundary of said Southeast quarter of Section 28;
THENCE South 00 degrees 09 minutes 55 seconds East, continuing along said easement boundary and
offset line, a distance of 1376.17 feet;
THENCE Southerly, along said perpetual easement boundary and a tangent curve to the right whose
628.05 foot radius bears South 89 degrees 50 minutes 05 seconds West, through a central angle of 29
degrees 14 minutes 07 seconds, an arc length of 320.46 feet to a point on the Westerly boundary of said
Southeast quarter of Section 28 which bears North 00 degrees 09 minutes 55 seconds West, 364.64 feet
from a (brass cap in handhole) monument at the South quarter corner of said Section 28;
THENCE North 00 degrees 09 minutes 55 seconds West, along the Westerly boundary of said Southeast
quarter of Section 28, a distance of 122.94 feet to a point on the Northwesterly boundary of said
perpetual easement;
THENCE North 00 degrees 09 minutes 55 seconds West, along the Westerly boundary of said Southeast
quarter of Section 28, a distance of 2148.44 feet returning to the POINT OF BEGINNING.
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tal<anocl<
Project Baccara
Military Compatibility Permit Narrative
July 2025
Updated September 2025
Updated February 24, 2026
Updated March 17, 2026
#MCP250007
14522 West Olive Avenue, Waddell, AZ
North side of Olive Ave., one-half mile west of Litchfield Road
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EXHIBIT "B"
Project Team
Tony Burley, Tak:anockLLC
tburley@takanock.com
757-617-1302
Sarah Justus. KP Environmental
s justus@kpenv ironmental .com
608-279-0129
Purpose of the Request
This request is for approval of a Military Compatibility Permit ("MCP") without a Plan of
Development for approximately 160 acres located on West Olive Avenue between North Reems
Road and Litchfield Road (the "Site"). See Exhibit 1 - Aerial Location Map for the location of the
Site.
Description of the Proposal
The Site is intended to be developed with an industrial development that is compatible and
consistent with the land uses permitted under Section 706 of the Maricopa County Zoning
Ordinance and the Use Compatibility and Consistency Determination ("UCCD") issued by Luke
AFB on March 13, 2026 attached as Exhibit 2. The Site is envisioned to be developed with a co
located data center and natural gas generation facility as shown on the conceptual site plan
(Exhibit 3). The proposed land use table is provided in this narrative. Other restrictions on the
Site shall include such restrictions as Luke Air Force Base deems necessary.
Existing and Proposed Zoning and Surrounding Land Uses
The Site is currently zoned Heavy Industrial (IND-3) and within Luke's 80 Ldn boundary and
within the "territory of a military airport." The adjacent parcels' zoning is as follows: to the west
and south is property within the City of Glendale zoned Planned Area Development (PAD), to
the east and north is property within unincorporated Maricopa County zoned RU-43. Nearby
existing land uses are industrial and agricultural. The proposed industrial development is well
suited for this area as it is a compatible use with the current zoning and fits within the larger area
of industrial development.
General Plan Conformance
This proposal is consistent with both the Maricopa County Comprehensive Plan 'Vision 2030'
("Comprehensive Plan") and the White Tank/Grand Avenue Area Plan ("Area Plan"). In the
Comprehensive Plan, Maricopa County identifies Economic Growth Goal #3 as "Attracting
knowledge industries in a range of Basic Sector clusters". This MCP will allow this exact type of
industry and will contribute to economic growth. In addition, the Area Plan outlines "Strategic
Priority #5: Ensure that development in the County has the appropriate services for water,
2
wastewater, education, and public safety." The Site's location along a major arterial corridor
facilitates access to regional transportation networks, promoting efficient goods movement and
job creation, which is consistent with the plan's emphasis on infrastructure-supported
development. The Site has/will have sufficient utilities and services to support the proposed land
uses.
The Site is not within a master plan area as identified in the Area Plan. The Site is located in a
land use and future growth area for military compatibility and utilities, which are both
compatible with this proposal. Additionally, the proposal conforms with the County's intent to
balance growth with surrounding land uses by concentrating industrial activity in designated
areas, helping to preserve open space and maintain rural character elsewhere. This proposal
contributes to a diversified economy and strengthens the County's long-term sustainability
objectives.
Location, Accessibility, and Circulation
The Site is both accessible and supported by local utilities and services. The development
anticipates having several connections to public rights-of-way located north, west and south of
the Site. Primary access is anticipated to be the already constructed Hatcher Road right-of-way
that extends to the western property line. Hatcher Road is planned to be extended into the Site as
a private roadway with restricted, secure access. A second point of connection to public right-of
way is planned to be made to Peoria A venue by extending a roadway along the Bullard Road
alignment from the Site's northwestern comer. A roadway dedication is being coordinated with
the property owners across whose land that roadway will extend. Lastly, the Site has a permanent
easement across the BNSF railway that allows direct access to Olive Avenue on the Site's
southern side. This connection is currently anticipated to be secondary to the other two points of
access. All driveway connections to existing public right-of-way will be permitted and
constructed in accordance with the respective jurisdiction's standards. A network of driveways
will be constructed within the development to provide circulation and emergency access
throughout the Site.
Public Utilities and Services
Water and sewer service for the Site will be provided by EPCOR. There are existing EPCOR
water mains running to or adjacent to the Site in Hatcher Road and in Olive Avenue. It is
anticipated that connections will be made to both of these lines to create a looped water system
within the Site. In addition, the proposed development has a letter of intent from Mark Anthony
Brewing to receive recycled wastewater. Potable water will be supplied by EPCOR and on-site
groundwater could also be used to supplement other sources as needed within the water rights
associated with the Site. There is an existing EPCOR sewer main in Olive Avenue that will serve
as the point of connection for the Site's sewer system.
Future development is anticipated to interconnect with APS 's power grid. An on-site APS
substation is expected to be constructed on the Site. Distribution-level electrical service will be
provided to the data center by ED7, which will have transmission and distribution equipment
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inside the on-site substation. Gas service will be through a tie-in and line extension with
Southwest Gas.
Takanock is working with the adjacent Plains Terminal to design and permit a lateral line for
liquid propane gas (LPG), reducing the need for onsite storage or truck traffic for refilling. LPG
is a backup fuel source for the power generation.
Fire and police services are expected to be provided by Rural Metro and the Maricopa County
Sherriff' s office, until the Site is annexed into the City of Glendale. From that point forward, fire
and police services will be provided by the City.
Relationship to State Statute
Arizona state statute, A.R.S. §28-8481, and Maricopa County's Zoning Ordinance, Section 706,
outline the requirements to ensure that development in proximity to Luke Air Force Base is
compatible with ongoing operations. The UCCD included in this application provides
conditions for compatibility and additional requirements-all of which will be met per the
response letter attached as Exhibit 4.
Development Schedule (Phasing)
Development is expected to commence in 2027. The precise development and phasing schedule
for the Site is not determined at this time.
Community Facilities and Services
The Site is in the Dysart Unified #89 School District. There are three schools within two miles of
the Site: Canyon View High School (Grades 9-12), Mountain View School (Grades Pre-K-8) and
American Leadership Academy - West Foothills which has two on-site school buildings for Pre
K-6 grade and 7-12 grade. There are two park or recreation areas within approximately one mile,
the Rancho Gabriela HOA Park and Falcon Dunes Golf Course. Between one and two miles
from the Site are several neighborhood parks including Marley Park, Veramonte Park, Willow
Swim Park, Legacy Park, Fowler Park and Heritage Park.
Permitted Uses
Uses permitted by this MCP are those approved by Luke AFB and are specified as follows:
• Data Center to include buildings, gas turbines for backup power with propone as back up
field electrical substation, parking and security provisions for the Site.
Development Standards
The proposed Development Standards for this MCP are provided in the attached Development
Standards Table. The Development Standards are IND-3 Standards unless otherwise modified.
4
Requested Deviations and Justifications
The following standards are proposed to be modified.
a. Stack Height. We are requesting height for stacks on gas turbines of up to 72 feet tall when
setback a minimum of 150 feet measured from any property line. This increased setback
will ensure there are no impacts on adjacent properties.
b. Parking. Current zoning regulation requires one parking stall per 1,000 square feet of floor
area. Given the low parking demand for the uses permitted by MCP, parking at a rate of
one stall per 10,000 square feet of floor space for data center uses and one space per 1,500
square feet of turbine yard building floor space is requested.
c. Screening requirements. 8' perimeter fence required. This is appropriate for maintaining
security and visibility of the site and when considering neighboring industrial properties.
Conclusion
This MCP request is appropriate for the area and is in accordance with the approved UCCD. We
kindly request the County's approval.
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p
d D
I 0 pmen t Standard
IND-3 / MAAMF DISTRICT STANDARD
PROPOSED IND-3 / MAAMF IUPD ZONING DISTRICT STANDARD
60 Feet
72 Feet - for Turbines stacks. Turbines stacks of such height
will be setback a minimum of 1 50' from any property
boundary.
Front Yard:
a. All properties abutting a public street shall have an open
setback area extending for the full width of the property. This
setback shall be parallel to the centerline of the street and
shall be measured from the setback line or the ultimate right-
of-way line of a local street, and shall be of a depth as
indicated below:
1 . Abutting any major street, section line road, State or
Not less than 75' to buildings (does not apply to ancillary
Federal highway not less than 20 feet.
facilities such as wells, pump houses or security structures).
2. Abutting collector streets and midsection line roads not
Not less than 75' to buildings (does not apply to ancillary
less than 1 5 feet.
facilities such as wells, pump houses or security structures).
3. Abutting local streets and interior streets of industrial
Not less than 75' to buildings (does not apply to ancillary
subdivision not less than ten feet.
facilities such as wells, pump houses or security structures).
b. Where the frontage between two intersecting streets is
Not less than 75' to buildings (does not apply to ancillary
located partly in the IND-3 Zoning District and partly in a
facilities such as wells, pump houses or security structures).
rural, residential or commercial zoning district, there shall be
a front yard equal to the front yard required in the adjoining
rural, residential or commercial zoning district, but such yard
need not exceed 25 feet in depth.
Side Yard:
a. Where a lot is adjacent to a rural or residential zoning
Not less than 75' to buildings (does not apply to ancillary
district, there shall be a side yard on the side of the lot
facilities such as wells, pump houses or security structures).
adjacent to such rural or residential zoning district having a
width of not less than five feet.
6
b. Where a corner lot abuts a rural or residential zoning
Not less than 75' to buildings (does not apply to ancillary
district whether or not separated by an alley, there shall be a
facilities such as wells, pump houses or security structures).
side yard on the street side of such corner lot having a width
of not less than ten feet.
c. If a side yard is otherwise provided it shall have a width of
Not less than 75' to buildings (does not apply to ancillary
not less than three feet.
facilities such as wells, pump houses or security structures).
Rear Yard:
where a lot abuts a rural or residential zoning district whether Not less than 75' to buildings (does not apply to ancillary
or not separated by an alley, there shall be a rear yard having facilities such as wells, pump houses or security structures).
a depth of not less than 25 feet.
One space per 600 square feet of floor space
Data Center: One space per 1 0,000 square feet of floor space;
5% shall be handicapped spaces
Turbine Yard: Once space per 1 ,500 square feet of habitable
building space; 5% shall be handicapped spaces
One loading and unloading space for every 1 0,000 square
One loading and unloading space for every 1 50,000 square
feet of floor area
feet of floor area
Site Enclosure and Screening Requirements: Industrial sites
and/or uses shall be enclosed to provide effective site
screening from adjoining properties, uses or streets as
follows:
a. Adjacent to any rural or residential zone automobile
parking shall be screened from view
b. A solid masonry wall not less than six feet in height shall
be required along and adjacent to any side or rear property
line abutting any rural or residential zone boundary, or any
alley abutting such zone boundary. Further, any access gates
shall be constructed of view-obscuring material to provide
effective site screening.
7
c. The perimeter of any portion of a site not adjacent to a
I Permitter screening shall require an 8 foot fence.
rural or residential zone boundary upon which any outdoor
use of an industrial nature is permitted shall be enclosed to a
height of not less than six feet by building walls, walls or
fences of any view-obscuring material. No outdoor industrial
use or enclosure thereof shall encroach into any required
setback area adjacent to any street, nor shall any storage
products or materials exceed the height of any such
enclosure.
8
EXH I BIT 1
J
EXH I BIT 2
DEPARTMENT OF THE AIR FORCE
AIR EDUCATION AND TRAINlNG COMMAND
Brigadier General David J. BerkJand
Commander, 56th Fighter Wing
14185 W. Falcon Street
Luke AFB AZ 85309-1 629
Mr. Daniel Johnson
Maricopa County Planning & Development Department
301 W Jefferson Street Ste 1 70
Phoenix, AZ 85003
13 March 2026
RE: MCP20250007; Takanock Project Baccara (APNs: 501 -43-016A, 501-43-028A)
Thank you for providing Luke Air Force Base (LAFB) with the opportunity to comment
on the Military Compatibility Pennit application for the Takanock, Project Baccara. We have
reviewed the proposal for the 159.50-acre site at the northwest comer of Olive Avenue and 143rd
Avenue in unincorporated Maricopa County, which includes the development of an electric
substation, gas powered turbine generation facility and private data center with two 500,000-
square-foot buildings and additional gas-powered generators. The project site is located within a
11high noise or accident potential zone11 and the "territory in the vicinity of a military airport," as
defined by A.R.S. § 28-8461 .
Compatibility Finding
Recognizing that LAFB is not the final approval authority, we continuaUy appreciate the
opportunity to review and comment on development in the vicinity of our installation. We have
conducted a diligent review of the proposed project, which included meetings with key
stakeholders and mission sustainment professionals. Based on this review, we note that all
information provided to us shows Project Baccara is a utility, using a plain language definition,
due to Takanock 's description as an "electric generation facility for transmission of electricity to
the grid and a co-located data center". A.RS. § 28-846 l states utilities are generally not a
pennissible land use, absent the military airport determining the plan for development is
compatible and consistent with its high noise or accident potential zone. Accordingly, we have
detennined this particular development is not compatible and consistent with the high noise and
accident potential associated with LAFB's operations unless the following conditions are met.
Conditions for Compatibility
We ask that the following conditions are met given this area serves as a critical arrival
and departure corridor for the Luke AFB mission. To mitigate potential risks to LAFB flight and
base operations, the following should be addressed during the design and post-construction
phases:
Spectrum utilization and Electromagnetic interference - The project should incorporate
proper EMF and RFI shielding to prevent any interference with aircraft or installation
level equipment and to avoid any loss of RADAR coverage.
Impairment of pilot's visibility- The facility's operations must not release at any time
any substances into the air, such as steam, dust, high-velocity plumes, or smoke, that
could impair pilot visibility or otherwise interfere with the safe operation of aircraft.
Air Quality - To safeguard the health of base personnel and their families, the project
will actively control and mitigate all pollutants from its gas-powered turbines. This will
be accomplished through rigorous and continuous monitoring to ensure adherence to the
most stringent standards set by the Arizona Department of Environmental Quality
(ADEQ).
Explosives facilities or similar activities A catastrophic fire in these facilities could
result should an aircraft mishap occur on site. Mitigation measures for a gas plant failure
are critical to avoid risking the health/safety of LAFB personnel or the surrounding
communities.
Natural Gas Facility It is our understanding that the facility's design ensures that natural
gas is supplied via a direct underground pipeline from an external source and is used
exclusively for on-demand electrical power generation. No natural gas will be stored on
the Project Baccara site, a critical measure to mitigate terrorist threats and ensure public
safety in accordance with A.R.S. § 49-1502.
Additional Requirements
•
FAA and FCC Authorizations: AU structures, including new transmission lines, are
subject to the results of an FAA Obstruction Evaluation/Airport Airspace Analysis
(OE/ AAA) and Spectrum Analysis. Full FCC authorizations must be obtained for all
equipment that may impact communication and equipment systems.
•
DoD Siting Clearinghouse Review: The project must be submitted for an informal review
through the DoD Siting Clearinghouse for Energy, Installations, and Environment. The
project narrative can be sent to: Q§.,d.g,Qd:§i!ill&:.Ylea(inghouse<a1.maitmil.
•
CFIUS Review: Investments and real estate transactions within the military installation
footprint of Luke AFB may be subject to review by the Committee on Foreign
Investment in the United States (CFIUS). For more information, please refer to the
Department of the Treasury's website at http://www.treasuа.gov/cfius.
•
Sound Attenuation and Notification: As the development is within the "territory in the
vicinity of a military airport," it wil] be subject to approximately 170 overflights per day.
We recommend a review of the sound attenuation requirements in A.R.S. § 28-8482. A
robust notification program is essential to inform all potential occupants about LAFB's
operations.
Adherence to the conditions discussed above is essential for ensuring the long-term
sustainment of our mission. LAFB reserves the right to provide further comment as the
development progresses and amended plans become available. Should you have any questions,
please do not hesitate to contact the Community Initiatives Team at
56fw.cit.communityinitiative@us.af.mil.
cc:
Sincerely
DAVID J. BERK.LAND
Brigadier General, USAF
Commander
Colonel John D. Ryan, Deputy Commander, 56th Fighter Wing
Lt Col Bradley Palmer, Staff Judge Advocate, 56th Fighter Wing
Ms. Demetria Themistocles, General Law Attorney, 56th Fighter Wing
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EXH I BIT 4
March JK, 2026
Tom Ellsworth/tom.ellsworth@maircopa.gov
Maricopa County
Planning & Development Director
tal<anocl<
RE: MCP20250007; Takanock Project Baccara (APNs: 501-43-016A, 501-43-028A)
Dear Mr. Ellsworth,
This letter is in response to a March 13, 2026 letter to Maricopa County from Luke Air Force Base (LAFB)
regarding Takanock's Project Baccara. The Project Baccara team has been collaborating with LAFB for
many months during their review of Takanock's Military Compatibility Permit application. Throughout
this process we have worked with the LAFB team to· understand their concerns and ensure compliance
according to their national security and operational readiness responsibilities. We have shared studies, plans
and Project information in response to LAFB and the public's questions and concerns.
As Founder and Chief Executive Officer of Takanock, I can confirm that Project Baccara will comply with
each of the "Conditions for Compatibility" and "Additional Requirements" set forth in LAFB's March 13,
2026 letter. A summary response to each of these conditions and requirements is below.
Conditions for Compatibility:
Spectrum Utilization and Electromagnetic Interference - Project Baccara will not generate
measurable interference with military or civilian aviation systems. Project Baccara's systems
operate solely on fiber optic networks, with no microwave, radar or high frequency transmitters,
and are compliant with all FCC, FAA and DOD requirements.
Impairment of Pilot's Visibilitv - Project Baccara will not create any glare, glint, reflection or
nighttime light interference that could impair pilot visibility or otherwise interfere with the safe
operation of aircraft. All exterior lighting will comply with the County's lighting code and will
utilize cutoff fixtures directed downward. No reflective materials, solar panels or mirrored glass
will be used. Project Baccara will comply with all County dust control regulations during both
construction and operations. To address potential plume or exhaust impact, Takanock hired an
expert consultant to conduct an independent study assessing the impacts of turbine exhaust on
military or civilian aviation. The study utilized the standard, government developed modeling tool
and methodology, also used by the FAA, which showed that exhaust from the turbine stacks, which
is hot air only (not steam or vapor), poses no significant risk and is within the thresholds of FAA
regulatory guidance. Takanock went further and engaged another consultant with military aviation
experience to provide the pilot's perspective and to perform observation flights at similarly situated
turbines near a Virginia airfield. All of this research was presented to LAFB to demonstrate that
there will be no impairment of pilots' visibility or safety.
Air Quality - Project Baccam will actively monitor and control emissions to the level allowable
under its air permits. As acknowledged in the LAFB March 13 2026 letter, air quality is regulated
tal<anocl<
by Maricopa Air Quality Department (MCAQD), the US Environmental Protection Agency (EPA)
and Arizona Department of Environmental Quality (ADEQ). Project Baccara has received a draft
air permit from MCAQD which is currently under review by EPA. The draft permit shows that,
with proposed operational limits, Project Baccara will remain within the acceptable limits necessary
to protect air quality.
Explosive Facilities or Similar Activities & Natural Gas Facilities - Project Baccara will meet
or exceed all relevant fire and safety codes to mitigate any fire risks. All natural gas fuel will be
delivered via underground pipelines with no on-site storage. Propane, which is a backup fuel, will
also be delivered via underground pipelines except for limited on-site storage for rapid deployment
which will be stored in compliance with applicable National Fire Protection Association (NFPA)
standards.
Additional Requirements:
FAA and FCC Authorizations - Full FCC authorizations will be obtained for all equipment that
may impact communication equipment systems. Project Baccara will file for and be compliant with
all FAA and FCC authorizations and regulations.
DOD Siting Clearinghouse Review - Project Baccara will be submitted for informal review
through the DOD Siting Clearinghouse for Energy, Installations and Environment. As required, a
project narrative will be submitted, and Project Baccara will incorporate any recommendations into
the final design.
CFIUS Review - Project Baccara is privately developed and financed by US based entities.
Sound Attenuation and Notification - Project Baccara is aware of the projected overflights and
has reviewed and will abide by the sound attenuation requirements in A.RS. § 28-8482 to ensure
notification to occupants regarding LAFB operations.
We have the highest ofrespect for the LAFB, its personnel, and its critically important mission. We look
forward to a continued partnership with LAFB and being a compatible neighbor.
Best Re ards,
-
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Ke
ct, 1 avies
Founder and CEO
kdav ies@takanock.com
(650)-318-1066
Cc:
Brigadier General, David J. Berkland, Commander, 56th Fighter Wing
Colonel John D. Ryan, Deputy Commander, 56th Fighter Wing
Lt Col Bradley Palmer, Staff Judge Advocate, 56th Fighter Wing
Ms. Demetria Themistocles, General Law Attorney, 56th Fighter Wing
tal<anocl<
Mr. Mark James, Director of Community Initiatives Team, 56th Fighter Wing
Darren Gerard, Planning Division Manager, Maricopa County
Rachel Appelgate, Planning Supervisor, Maricopa County
Daniel Johnson, Planner, Maricopa County
Craig McKesson, Chief Commercial Officer, Takanock, LLC
Gener Gotiangco, Senior Vice President of Development, Takanock, LLC
Jennifer Daniels, Chief Executive Officer, AZP Consulting
Ed Bull, Attorney, Burch & Cracchiolo, P.A.