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TOWN OF FOUNTAIN HILLS MINUTES OF THE SPECIAL MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL October 8, 2025 A Special Meeting of the Fountain Hills Town Council was convened at 16705 E. Avenue of the Fountains in open and public session at 4:00 p.m. Members Present: Mayor Gerry M. Friedel; Councilmember Gayle Earle; Councilmember Brenda J. Kalivianakis; Councilmember Rick Watts; Councilmember Hannah Larrabee (attended by phone) Members Absent: Vice Mayor Allen Skillicorn Staff Present: Town Manager Rachael Goodwin; Town Clerk Bevelyn Bender; Town Attorney Jennifer Wright TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 1 of 30 Post-Production File Town of Fountain Hills Town Council Special Meeting October 8, 2025 Transcription Provided By: eScribers, LLC * * * * * Transcription is provided in order to facilitate communication accessibility and may not be a totally verbatim record of the proceedings. * * * * * TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 2 of 30 MAYOR FRIEDEL: I'd like to call this special meeting to order. Town clerk, would you please take roll call? BENDER: Mayor Friedel? MAYOR FRIEDEL: Present. BENDER: Council member Earle? EARLE: Present. BENDER: Council member Kalivianakis? KALIVIANAKIS: Here. BENDER: Council member Watts? WATTS: Here. BENDER: Council member Larrabee? LARRABEE: Here. BENDER: Council member McMahon? MCMAHON: Here. BENDER: Mayor and the vice mayor is absent today. MAYOR FRIEDEL: Thank you. Town manager, would you like to start us off? GOODWIN: Sure. Thank you, Mayor. This meeting tonight was called at the direction of the Mayor for discussion regarding the development agreement and association with Park Place. There's two items on the agenda. First up, I'm going to invite John Wesley. There you are, John. To share a brief time line on this property and this project, and turn it over for any questions. WESLEY: Thank you. Mayor and council, good afternoon. It shouldn't take too long, we did want to for the council and for the public just kind of run through the history time line briefly of this project. And it's gotten us to the point where we are this evening and help you as you discuss moving forward. So just again, from the beginning, June 16th, 2016, the council approved development agreement and land use plan for the development of the Park Place project. This DA included a development schedule phase one that we see down here on the avenue was built along with that established schedule following that approval. The schedule that was adopted with that initial time TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 3 of 30 line is shown there on the right and highlighted with a couple of items on the left side. Phase two was to begin construction by June 2021. Complete construction by June 2022 and begin construction phase three in June of 2022. In November of 2021, the applicant submitted a site plan review applications for phases two and three. Council approved those site plans in April. In May, council approved the contract for third-party plan reviewer for those projects. On June 10th of 2022, the application was submitted for phase three of this project. On June 16th, as noted earlier in the schedule for the project, as stated in the time line for the DA, the DA expired due to not meeting that development schedule, so review halted. Staff and the town and the applicant then negotiated on that. And October 18th of 2022, the council approved a settlement agreement and extended the DA for one year. So then in that month, we received the building permit application for phase two. That proceeded along the review process with reapplications of submittals in June, July, August, September 2023 is when phase two building permit was approved. Phase three continued its review with submittals in April, August, September, and was approved in October of 2023 and was ready for issuance at that point. So the fees that have been associated with these projects, here's the phase two. These are the buildings along the avenue. So standard fees, but it doesn't have the typical town building permit review fee in here. It has the Shums Coda third-party reviewer fees that have been charged to the town and paid for by the town at this point in here. And so for the phase two, almost $270,000, and for phase three, again you see what the different fees were associated with that one. And totaling a little bit over 260 -- $280,000. So those permits have been approved and ready for issuance, subject to payment of the -- the fees to have then to be issued. So those permits being approved when they were, they're good for 180 days unless they're paid for otherwise renewed. That did not happen. So on March 11th and March 31st of 2023, those permits expired in review because the DA was extended for a year, or if project continued, then the DA would continue indefinitely. But so the DA expired at that same time in March of 2023. In July of 2023, at the request of staff -- excuse me, TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 4 of 30 2020 -- July 2023, the applicant requested estoppel agreement based on some lending they were trying to secure at the time, and that was approved by the town in September of '23. Staff met with the developer to discuss extending the expired DA. That kind of didn't move much until June of 2024, when directed by the mayor. Staff met with the developer and at that point did get an approved extension to the DA for one year. That also included a statement removing the estoppel agreement that caused some concerns. So in October, new revised DA was signed as directed by the mayor, that reinstated the estoppel agreement, but did not further extend the DA from the year set in the June meeting, June 24th meeting. So in June of 2025, the DA again expired. And back in June, you'll recall of this year, the council held a hearing and approved transferring from the 2018 to the 2024 building codes. That was done following a variety of notices. We emailed all the developers in our database, posted notice several places on our website, and noted that those new -- the new development codes go into effect beginning September 1st. On August 14th, the developer sent an email requesting extension of their previously approved permits using the 2018 codes to December 31st, 2025. On September 2nd, the council met and voted to approve an extension of those codes under the 2018 code, subject to a renegotiation of the DA. And so that is the kind of the background that leads us up to your discussion this afternoon. Any questions you have for me at this time? MAYOR FRIEDEL: I think we'll hear -- do we speaker cards, town clerk? BENDER: Yes, Mayor. We have two. Bart Shea followed by Cecil Yates. MAYOR FRIEDEL: Okay. Maybe we should hear from -- hear from them first. And then if the -- if the council has questions, we can entertain those questions. Okay. YATES: Afternoon, Mayor and council. Good to see you again. I thought it was going to be an open discussion, but I understand we just have three minutes, so I'll keep it pithy. As I shared with you all last night and I know you all just know me as Cecil, and you know Bart is just Bart. But sometimes we all forget kind of what our backgrounds are, what our professional experience is. And I just want to stress to you, share with you, TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 5 of 30 Bart Shae on top of building the Tuscany Hotel and Casino in Las Vegas, award winning developer for Park Place. I'm sorry for MorningStar here in Fountain Hills. Was the first person in the history of the Catholic Church to sign a deal that gives us rights to build senior housing. Myself, as I shared, I've got an extensive background in real estate. I sat on the Arizona Department of Real Estate Board as a subject matter expert for eight years, and I bring this up because it has been brought up several times from your town attorney that we needed to be represented by council. And we kept saying, we don't need council to have a business discussion. But I just want to stress to you, we're more than qualified to have this discussion with you all. I read to you last night, and I'm going to read it again. And I wanted a little wrinkle in kind of what John said. I don't remember, and I just asked Bart a meeting in fall of 2023. Not that that matters, but I'm glad you brought up the developer's agreement. I read you the sections of the estoppel agreement last night, and I'm going to do it again. The estoppel certificate, if you're not -- you know, into real estate too much, it's basically a snapshot in time to confirm for a third-party lender what's going on. And our lender at that time was emphatic and had their huge legal team write this up. So this wasn't just Bart and I that came up with this, but it reads as follows. "The development agreement is in full force and effect and has not been assigned, amended, or modified in any manner except as stated. To the best of the undersigned's knowledge, there is no existing breach or default by the developer in the performance of its obligations under the development agreement." And then it says except and the exceptions were "None. Developer has fulfilled all of its obligations under the development agreement except" and again, the section is "None. The Commission and the Town council have each approved the concept plan in accordance with the developer's agreement." And then lastly most important, the developer obtained permits for the construction of buildings B, E, and F prior to the DA extension deadline, and therefore the developer is allowed to proceed with the development of phase two and three on the property in accordance with the developer's agreement. If that wasn't enough, and I appreciate TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 6 of 30 Rachael helping out, at least being the level head in in the room at the time and saying, let's pretend we don't want to litigate this, what do we need? We came up with a reaffirmation estoppel certificate from the town which states, "Notwithstanding anything to the contrary, contained in section three of the First Amendment, the estoppel certificate dated July 17th, 2023 is hereby reinstated and shall be deemed to be in full force and effect as of the date of this estoppel." So obviously our position is there's no need to update, renegotiate, resolve, do anything to the developer's agreement because we are in full compliance. And I'm open to having questions or comments or I'll yield to Bart at this time. SHAE: Mayor. Excuse me. Mayor, council members, attorneys, Bev, thanks for taking the time to actually have this meeting. So we're standing here having a conversation over extending a development agreement that, in our mind, is done anyway. But the reality of this whole thing is, are we ever going to build Park Place? Is it ever going to happen? Well, we came in to get our permits extended, which is a very normal thing. At the same time we extended the permits in Fountain Hills we also extended permits on a senior living facility in Maricopa. That was done over the phone and staff just said, yeah, that's great. Same building, same plan, same everything, we're good. In Fountain Hills, we were all set to have this done, and we came to a meeting that we were just kind of blindsided about amending a development agreement we thought was over. Three days prior to that meeting my prospective buyers came in and they met with the town manager and the development services director to negotiate plans. Well, what no one from the town did was asked if I was present or have permission or go do this. So they're sitting there arguing over what they might want to do, or maybe want to do or could do inside of the purview of the development agreement and the plans and basically negotiated my deal, renegotiated my deal with the town. Now they are just doing their due diligence. The town, on the other hand, had a fiduciary responsibility since I was the other side of these contracts to ask me to be in the meeting, to be part of that meeting, because they're negotiating my stuff. Fast forward three days later, council meeting. We're blindsided by the fact that we -- TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 7 of 30 the town, wants to now negotiate a development agreement. The buyer showed up in my office at noon the following day, and reduced their price by about 30 percent because of the conflict that we're now experiencing on this. So literally, we had this ongoing conversation where I'm trying very hard not to litigate, not to -- not to get involved in any process or problems here. And the town attorney reached out to my -- literally my business partners to again negotiate a development agreement without notifying me about it. Which, ironically, is exactly what got Andrew McGuire fired in open session when he did it on phase one with my business partners at the time. So I'm a little confused why anyone wants to get in a fight on this -- ever on this stuff again. We have -- well, I read I heard John's narrative. It was a little bit bleak on the explanation of where I was at. We came in for an update, and at that point we were waiting for the town to respond to one of our lenders. I think council member Kalivianakis was in the meeting, and that's when we got hit with, hey, we need to update the development agreement. We're going to remove the estoppel. If you don't sign here, we're not going to contact your lender on that stuff. So there's a lot more to the narratives than the original submittal that timed us out. John kept my submittal delayed by over seven months by telling us we had to amend the development agreement, which I didn't think we had to amend, but he demanded it. We'd go in that way, literally to delay it on the prospect of getting through. So what I'd like to do, all I want to do in this entire thing, just let's get the permits, let's go build the project. Everything that's on the plans, everything that's in the development agreement. If anybody wants to make any changes to it, they got to come back to you guys anyway. It isn't like they can just unilaterally make changes to this stuff. I was asked some questions, I think by council member Watts. Are they going to live up to the deal? And I didn't know how to respond to it. It's a contract. Everything's on the plans. If they want to change those plans, they got to come back through the city to change them kind of stuff. You guys get to see it. If they want to change how it looks, you guys get to see it. They understand that. We had a phone call with the -- Shums Coda. They understood TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 8 of 30 how it goes. So I don't know where the concept came that we're just going to unilaterally change things. And if we can't do that, we're not doing this. That never happened. I don't know how it got to you guys as that, but literally this is the last stand. This is it, guys. If we can't get this figured out today, tonight, tomorrow morning, somehow, some way on this, I know I'm out of time. MAYOR FRIEDEL: I let you go a little long. SHAE: Down. Sit down. Anyone got questions? MAYOR FRIEDEL: Maybe some questions for staff. Town council, do you have any questions? Councilwoman? KALIVIANAKIS: Thank you, Mr. Mayor. I think based on what we just heard I might suggest we go back into executive session and further discuss the legalities of what the gentleman brought up and call the public. UNIDENTIFIED SPEAKER: Can we -- can we ask? MAYOR FRIEDEL: Town attorney? WRIGHT: Mayor, that's up to you. If you'd like to go to -- if you think that executive session is needed, I thought that many of these issues had already been discussed, but I'm happy to -- that's up to -- that's up to the council. MAYOR FRIEDEL: Let's hear from Councilwoman Earle. EARLE: I wanted to ask, did the town renegotiate any of the -- or talk about renegotiating the development agreement with the potential buyer or funder that you talked about? And if so, can you explain that? Finance partner? Okay. WRIGHT: I believe John could speak to the -- EARLE: Okay. WRIGHT: -- conversations that were had. UNIDENTIFIED SPEAKER: Mayor, council member. No, we did not do that. EARLE: Okay. My next question would be for you, John. Did you -- did you delay what he talked -- I just was listening to a few things, something for seven months? And if yes, please explain why you delayed what he was talking about for seven months. WESLEY: Mayor, council member, I believe that he is referring to the initial submittal TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 9 of 30 along with the site plan for some modifications to DA at that time, because in discussions with his representative, they had some things that they were wanting to change in the project that were different than what was in the DA. And so based on those changes they wanted to make, that was the way to approach it was through an amendment to the DA. They ultimately decided to drop those items and proceed as approved in the DA. EARLE: Okay. Can I ask another question? I don't want to take up -- okay. MAYOR FRIEDEL: Sure. EARLE: Can you explain what an estoppel is? WRIGHT: Yes. So an estoppel agreement as he as actually was mentioned, it is a point in time. So it's kind of like when you go get a mortgage for your property. You know, when you go to buy a house, your bank wants to know what your circumstances are on that date and time. So in September -- or I'm sorry, on July 17th, 2023, we signed an estoppel agreement saying that the -- that the project was in good standing and that was only -- the sole purpose of an estoppel certificate is so that the developer can get lending. It doesn't elongate, it doesn't change, it doesn't alter any part of the development agreement. It's just a sliver in time, just like when you get a mortgage. EARLE: So can I ask why wouldn't that still be valid with this development agreement? WRIGHT: Well, it's a point in time. It's just kind of like if I went to go get a -- as he mentioned, a sliver in time. So on a particular date, you've got enough money in your bank to buy a house, for instance. EARLE: Uh-huh. WRIGHT: It doesn't mean that in a year you still have that amount of money in your bank. So a new estoppel certificate would have to be issued with each lender, you know, that you go through or at each sliver of time. So obviously we gave the estoppel agreement in 2023 and why there was no funding after that is, you know, at that point the -- the plans were submitted, the money was available. It just as far as I can understand, the permits weren't paid. EARLE: So I've heard that the development agreement, why wouldn't it go with the TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 10 of 30 development agreement or is it not good because the development agreement has expired? WRIGHT: I'm sorry, can you -- EARLE: How is the estoppel related to an expired development agreement? WRIGHT: Oh, so I'm sorry. So how is that relevant to this conversation? It's not. So the reality is, is the estoppel agreement is completely irrelevant at this point, because the town agreed to save the developer $1.5 million to not have to renew his expired permits under the 2024 Building Code. Because had we not changed the policies and procedures, because every other developer that comes into town at this point, if you've got expired permits on September -- I'm sorry, on August 30th, 2025, and you go to renew them on September 1st, 2025, when the new building codes come in, you have to update all of your plans to the new building code. That's what happens when permits are expired. So therefore, in order to save the developer $1.5 million is what I understand the developer said it was going to cost to update the plans to the 2024 building code that we agreed to -- this council agreed at the -- at the September 2nd meeting that to extend -- to renew the permits under the 2024 Building Code as long as a new development agreement was entered into to conform with the current realities. So that was the consideration for the benefit that the developer got for getting something that nobody else in this town has is eligible for. EARLE: No, I'm good. I'm good. I, I don't have any questions. Thank you. MAYOR FRIEDEL: Councilman Watts? WATTS: So to be clear, had the permits been paid for before the end of August, they were still eligible for the 2018 issuance, and then we wouldn't be in this debacle right now? WRIGHT: If the permits had been purchased, paid for, and issued prior to the building codes being changed, then this -- then the question would have been was the development agreement still valid? I think it -- I think per John's presentation, the building -- the development agreement, the secondary extension expired in June of 2025; is that correct? So if he had paid for the building permits prior to the June date in TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 11 of 30 2025, that was an execution that extended the existing 2016 development agreement that then expired in June of 2025. Then our building codes changed effective September 1st of 2025. So not only did the original -- I'm sorry, the amended development agreement expire in June, but then the changes to the things. So if he had -- if he had paid for the permits in June of 2025, we absolutely would not be here in this position. MAYOR FRIEDEL: Brenda, your light was on. KALIVIANAKIS: Yeah, another question for the attorney. We have in our packet, I believe it's public record, the 2025 draft development agreement. UNIDENTIFIED SPEAKER: Next item on the agenda. KALIVIANAKIS: Okay. Okay. I think -- I think they're connected. Maybe we should go to B, because there's a chance this could be resolved if we connect A and B together. Because according to -- Mr. Watts, had a very good question. If they would have paid the permits, you know, would they -- would the DA still be and it would have expired. On the other hand, what we're talking about today is getting the permits paid using essentially the old DA with minor upgrades. And then just getting the permits paid, at least that's where I think we're right now. So the question that I had, Gerry, Mr. Mayor, was that are there substantial variances between the original DA and the 2025 draft development agreement that we have in our packet? WRIGHT: So as it relates -- so I think the first agenda item is related to the permits. And part of I guess the permits is renegotiating the development agreement. So the -- all of the changes that are suggested by staff and legal counsel regarding the development agreement are on as part of public record. I think we're going to go into those more detail next, but I would not say that any of those are significant changes. In fact, in some instances, it improves the developer's position in several -- in several portions, that of things that were never required -- or never enforced, such as the Wi-fi requirements and things like that. We remove some of the things that -- that were initially required in the initial development agreement that never really came to fruition and were never enforced. So we removed the things that were outdated. TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 12 of 30 KALIVIANAKIS: And in your negotiations or conversations with Cecil and Bart, did they produce? I know they produced an operating agreement. Did they produce a financial document that said they had received funding pending action of this council? WRIGHT: I have never received any financial information. I don't know if staff has received any financial information, but as far as I know, we have no -- KALIVIANAKIS: So are we talking about ownership interest or getting finances? WRIGHT: I'm sorry, I don't understand the question. KALIVIANAKIS: The reason we're here today is, is this about obtaining financing for the project or establishing who owns the property? MAYOR FRIEDEL: Any permits. WRIGHT: Yes. So I think the first part is, is that again, because the building codes from 2018 expired and are now superseded by the 2024 building code, there was no way to, you know, extend do an over-the-counter extension of it because you don't -- you don't extend expired permits. You have to renew them. KALIVIANAKIS: Right. WRIGHT: So you don't get an extension. So when you have a permit that hasn't expired, you can make a phone call and renew the permit to extend -- to extend. I'm sorry, not renew, extend it beyond the deadline as long as it's done within a certain period of time. It's all spelled out in the -- in the uniform codes, the international building codes. So this as -- as John went through these expired back in -- I'm sorry. John, what year? WESLEY: '23. WRIGHT: The building codes expired in 2023. WESLEY: Permits. WRIGHT: Permits. I'm sorry. Sorry. The permits, the -- the permits expired in 2023 because they were not issued because he didn't pay the fee, the fine -- the -- the fees to -- to issue them. And so when they expired in 2023, he made no attempts to extend the permits, which is what you would ordinarily do. Before they expire you ask to have them extended. That didn't happen for several years. And even under the International TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 13 of 30 Building code, we're not even -- the town does not have to only its sole discretion at this point would it have to then even renew permits that were issued several years expired. So again, even going to the fact that we're renewing the permits, considering renewing the permits under the old building code after the new building code is changed, is a huge deviation from the building codes and from the International Building Codes. KALIVIANAKIS: All right. Thank you. UNIDENTIFIED SPEAKER: So I have a question and a comment. Approved permits are issued when they're paid for. Is that correct? WRIGHT: Correct. UNIDENTIFIED SPEAKER: Okay. Secondly, there's been talk of different people being involved in this. Do we know the status of the ownership of the property? WRIGHT: So the ownership of the property has changed since the original development agreement. So the original development agreement in 2016, the property owner was Park Place Properties LLC and it was assigned -- the original agreement was signed by Sam and I can't remember his last name off the top of my head. I could pull it up. But that was the original owners of the property. When I went to go start working on and this is maybe a little bit more of the development agreement. So but I guess it's all in the same council meeting, so it doesn't really matter necessarily. But when I went to go look over the ownership to update the development agreement, to make sure we had the right parties in -- you know, named in the contract, I became aware that back in 2022, the property changed hands from Park Place Properties LLC to Park Place owners -- I'm sorry, phase two and three owners LLC, which is then the sole member of that is and I can't remember the name, another Park Place, which ultimately comes to a group called Button Capital. So that's who owns the title to the land. There is an operating agreement between Mr. Shea and Button Capital, but that and -- SHAE: Sorry, that's inaccurate. I'm sorry, that's very inaccurate. So in Shea group -- UNIDENTIFIED SPEAKER: You shouldn't be talking. SHAE: Well, I'm sorry. We're producing inaccurate information on the ownership of the property. And that was the question you had. So the LLCs that own it right now in the TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 14 of 30 operating agreement that runs it is me, 80.1% me. And that's been sent to your attorney. The confusion about what my partners are and who they are is not relevant to the conversation. I'm still in control of the LLCs that own the property. I do have partners in it, like I had partners in the first phase. But I can't just stand here and go no, it's Button Capital. It's not. Well, you do tend to think so and we added new names on top of the red lines for the development agreement, which I don't know, changes the entire thing. Literally this concept and you have the operating agreement, you have the relevant pages of the operating agreement that gives me signatory rights on it, so. WRIGHT: He gets his three minutes and a minute, by the way. But to the other point, though, the owners of the property have changed since the original development agreement. So we have different parties involved in this regardless. UNIDENTIFIED SPEAKER: As evidenced by a recorded deed on record, right? WRIGHT: Correct. UNIDENTIFIED SPEAKER: And are we aware of any other -- the property changing hands since that recorded deed at all? Any sales or anything that have gone on? WRIGHT: No. We under -- UNIDENTIFIED SPEAKER: Okay. WRIGHT: We no -- we don't have any -- no. UNIDENTIFIED SPEAKER: Thank you. SHAE: Can I please give some clarification to that? UNIDENTIFIED SPEAKER: It's up to you, Garry. In this whole time, you have three minutes. You could ask questions. MAYOR FRIEDEL: You have three minutes coming up in the next agenda item, which you can address. SHAE: Okay. MAYOR FRIEDEL: So I have another question for the attorney. So agenda item A says that pending renegotiation of the development agreement, we made some minor updates. Is that -- it's not really a renegotiation. We're just changing the dates, extending the dates, and doing a little bit of housekeeping, like you said, getting rid of TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 15 of 30 stuff that doesn't apply. Is that considered a renegotiation? WRIGHT: I think it falls within the scope of a renegotiation, but it sounds more robust than what we're actually doing. So you know, the terms are interchangeable, but the reality is we just want the agreement updated. So it might have been an inartful term that was used, you know, when we originally passed this on September 2nd, but that's what was passed. So we can affirm that. We could modify. You could modify what was what was approved on September 2nd, or you can -- yeah, or you could rescind it. And if we -- I will say that if you rescind it, then the -- then the 2024 building codes would be what -- what would the Park Place would be renewed under. Because the only reason why they're getting the 2024 building codes is because you guys, right after the first meeting, after the building codes went into effect. First meeting, meaning first meeting since the summer recess, since the request was made to extend the permits which, again, they weren't really extending, they would be renewing. At the first meeting after you guys decided to go ahead and extend the permit or I'm sorry, allow the renewal of the permits under the 2024 building code. So we wanted -- needed to be done as close in time as possible to when the new building codes came into effect, because this is not something that the town, you know, does on an ordinary basis. So that's what was done. You know, that it was done at the first meeting, first opportunity after the request, in an extremely timely manner. And so anyway, if we rescinded it, that would mean that they would have the 2024 building codes. EARLE: And they would lose the $1.5 million benefit? UNIDENTIFIED SPEAKER: Well, I mean, I don't know how much it's going to cost them to redo their plans under the 2024 building code, but I was under -- understood it to be up to $1.5 million or maybe more to -- to conform the -- the expired plans to the current code. EARLE: Thank you. MAYOR FRIEDEL: Councilwoman? MCMAHON: Yeah. My understanding is we're on part A, which was to either rescind or TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 16 of 30 affirm the council's September 2nd vote. So I'd like to make a motion to just affirm what we did on September 2nd so we can move on to agenda item B. KALIVIANAKIS: Second. MAYOR FRIEDEL: I'll make one statement and then I'll ask for a roll call vote since we have a motion and a second. So Town Attorney, we can get this worked out with this development agreement. They'll save $1.5 million and everybody should be happy with that because we're not totally renegotiating the development agreement, just extending the dates and cleaning up a little bit of housekeeping on it; am I correct? WRIGHT: That's correct. UNIDENTIFIED SPEAKER: This is the perfect vote not to be in on. MAYOR FRIEDEL: Right. EARLE: I have a question. MAYOR FRIEDEL: Go ahead. EARLE: I mean, that's a tricky word, and I think we're playing with it in the sense that we don't have a signed development agreement. So in essence, whenever it's my understanding, you bring forth a new contract or whatever, even with the changes, et cetera, it is some -- it is part of a renegotiation. I mean, you know, I think we're just -- I think, I guess I think we're playing with -- you know, we're ping pong here. And I think our intent is to hopefully have the changed and the updated DA, you know, come before and get signed, et cetera, so this project can move forward. So I think there's a vote on the table. MAYOR FRIEDEL: Roll call vote please. Oh, I'm sorry. Hannah, do you have anything? Do you want to add? LARRABEE: No, Mayor. Thank you. EARLE: And clarify that this is for the permit, correct? Thank -- affirming it, right? Thank you very much. BENDER: Council member Larrabee? LARRABEE: Aye. BENDER: Council member McMahon. TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 17 of 30 MCMAHON: Aye. BENDER: Council member Watts? WATTS: Aye. BENDER: Council member Earle? EARLE: Aye. BENDER: Council member Kalivianakis? KALIVIANAKIS: Aye. BENDER: Mayor Friedel? MAYOR FRIEDEL: Aye. BENDER: There's 6-0. MAYOR FRIEDEL: Okay. Now we'll move on to discussion and action related to the updates on the development agreement. John, can I ask you if you have any high points on this development agreement that you can share with us? WESLEY: Mayor and council, I think anything I might say has already pretty well been said. We have gone through it and updated it, extended the development schedule based on where we're at in the time frame. Pulled in some of the items from the settlement agreement. Otherwise, as the town attorney said, taking out some things we feel like don't apply anymore. This is revised agreement would apply to phases two and three. So some things were done in phase one that already done, so we tried to clarify those things. So it really is just trying to update it to where we are today in reality without adding anything new, just make it so it's workable going forward. MAYOR FRIEDEL: Thank you. Do we have any speaker cards on this? BENDER: Yes, mayor, we have four. We'll start with Larry Meyers, followed by Bart Shea. EARLE: Mayor, council. I've been around since the very beginning. Actually, before the beginning and nobody has -- nobody tried to do what was best for the downtown more than Bart. I mean, his efforts to try and actually make it an entertainment district were pretty admirable. And the money, just the demographics of the town and the money TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 18 of 30 just didn't support the project. So having Park Place there, not exactly my favorite type of development, but Park Place to me and having been friends with the former mayor and she'll attest to this. It was once again another development which was not done properly, which we do from time to time a lot. It wasn't done in a public forum. It was done in a back room. And so much of this deal the public doesn't even know anything about until now, when in the packet, the development agreement finally is there. The development agreement was nowhere for someone like me to see for years. And so to argue about development agreement and whether we're nuancing it or updating it or just tweaking a little or changing a lot is kind of -- it's not a -- it's not fair to the public, number one, because emails go out and one side gets stated, and there's facts in there that if you don't know, you don't know what the other side is, because the other side is all the folks up here and not even you guys, a previous administration. And then to state these as one hundred percent assured, it's not fair as well. And to thrust the town -- the new town attorney into creating a political -- a legal position on something that was done by a previous administration. I wouldn't know whether she's accurate to the law or not, because I don't know what was in the agreements. But nobody benefits from the land being bear with a chain link fence around it. And certainly I wouldn't want to pay a $1.5 million penalty to update to some stupid 2024 codes, because I'm doing it down in Scottsdale and I'm not happy about it. So 2018 is fine with me. I think you guys did the right thing on the last agenda item and the September meeting by extending this, and I think a reasonable thing to do is to get these guys in the room and fix the development agreement so that they can build their building. Thanks. SHAE: Mayor, council, staff attorney. Thanks again for having this parade. It's been nine years, I think longer, ten, that I've been coming to try and develop downtown. So I kind of relish in the fact that how many times staff has tried to renegotiate the development agreement. They timed me out. We tried to negotiate the development agreement, incorporate a ton of things back into it that they wanted, that staff wanted under this project. To give you an idea of the length and breadth, the town has now TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 19 of 30 changed the names on the top of the development agreement, and that's where it starts. It's not relevant to what it is. I've been -- I've had this development agreement running since literally I did MorningStar. I got to this town four mayors ago, four councils ago, four attorneys ago, five development service directors ago, three town managers ago. And every one of them wants a bite at the apple on this. Everybody wants to take another shot on this. Well, we just get what we want in this deal. I can't even impress upon you enough that we're out of time. We've done this, been there, done that. This is the most irrelevant concept in the entire world. It's like the horse is down the block, we're going to close the barn because it's on fire. So we're going to renegotiate a development agreement when everything that's necessary is on the plans in the agreement and exists today to build two and three, and to make it what you have and to live up to everything that has to be. The reason there's not Wi-Fi on there is because the town of Fountain Hills won't allow it, the infrastructure on the avenue. It has nothing to do with us not trying and -- and literally not getting there. They don't allow Cox on the avenue. It's a deal that they cut, not me. We've tried everything we could. We've spent hundreds of thousands of dollars. And at one point, I went through the entire exercise of putting a Verizon station on top of one of the buildings there. Plans were drawn. Verizon was here, everyone was here. Free Wi-Fi for everybody, and it was a foot and a half over what they deemed necessary and said no. So I've -- I think I've pretty much been through the ringer as much as anybody in here. Literally I paid the art fee on this project already. That little base for the fountain of light out front? 90 grand on it. I got a plaque and they misspelled my name on it. So I kind of get it. I kind of understand it, but this is the most unnecessary thing in the entire world, is to redline an agreement for a project that's ready to go to do nothing. It basically does nothing. But we're adding names, we're changing recitals. Two other little things that I'm going to kind of mention on here. So I put the avenue of the fountain in on my dime. These guys are scheduled to do the same thing. It's in the schedule of values to update the avenue and complete it all the TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 20 of 30 way down the last go around. On the negotiations, they wanted to come for parks fees. Even though we're putting in a park, they wanted parks fees. That was John and Grady (ph.) on it. They said, we don't consider that a park, we want park fees. I go, okay. You understand then if you do that, you're going to have to pay me for the avenue and we'll offset the cost of the park fees on this? No, we, we don't have to do that. Well, then the insurance lawyer got involved with it. Well, yeah. Yeah, you do have to do that. I don't want to go back into court on this. I don't want to do anything else on this. I want to go build, get the buildings built. I'm taking a hell of a hit to go do it. I'm going to live with these guys for the next 18 months while they do it, to make sure that everything goes the way they said on my nickel, on my dime. This -- this is the most unnecessary, absolutely asinine thing I've ever seen. And literally, literally every other town that I've ever worked in, and it's extensive, will extend the permits as long as there isn't dramatic changes in the code. Because if there is dramatic changes in the code, the building inspectors will pick up on them and say, this isn't a current code, we need to change that and we do. So this concept that it never happens before and no one else would ever get this favor, I don't even know where you got the million and a half. I still own the plans. I still have an architectural firm. It wouldn't -- again, it's not relevant to it, but these numbers that get thrown around are just irrelevant. So thank you for giving me the extra time. I apologize for going on and on about it. Just remember one thing. I don't, I am not here to go back to court on this. I am not here to get in another fight over this stuff. It's just not relevant. It's just not done. Thank you. MAYOR FRIEDEL: Thank you. BENDER: The last two speakers are Cecil Yates, followed by Jay Schlum. YATES: Thank you. I'm sorry I get excited, that's why I raised my hand and wanted to speak. An estoppel agreement just for everyone's edification to the town attorney's point. Yes, it's a moment in time. Typically, it's used for building owners to affirm that the rents are at a certain level at that moment in time for a refinance or purchase, et cetera. This particular certificate was issued and I won't read it again, but you get the TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 21 of 30 point, was confirming compliance. And it wasn't alluded to, but confirmed emphatically that we are in compliance. And this is why the developer's agreement, any changes is, to Bart's point, is moot and not necessary. And respectfully, with the permits expiring, you are correct. They did expire, but it wasn't until we had a meeting a couple months ago where John and I sat down and said, hey, we really need to deal with this because the town's going to the 2024 code. But I remind the council and staff that the staff report that the changes are -- are minimal, and I appreciate the fact I should even be bringing that up because you already passed it. So thank you very much. But as far as the developer's agreement, it's a moot document. We are here to ask you to formally say we don't want any changes, just leave the document alone. If the developer's agreement was that important to you, then when it expired whichever time June 5th, four months ago, respectfully, why didn't we get a call saying, hey, Cecil, Bart, we need to come in here and talk about the developer's agreement? Because we never received that call, hence why we were very upset and quite frankly blindsided when we showed up. If I miss something, I'm all ears, but respectful to the last council meeting when you added it to the agenda, it's not -- there's a term in Robert's rule, and I'm sure you've heard of this. It wasn't germane to the topic. The topic was the permits. If you wanted to talk about the color of the permits or the price of the permits or the extension or deadlines, that's germane to that. Adding the developer's agreement to the agenda is not following Robert's rule. So we were never brought in to even discuss the developer's agreement. You added it to an agenda without given notice and our estoppel emphatically twice. We have two estoppel certificate, twice says we're in compliance. So I'm here to formally ask you, pretty please, with sugar on top, just pass this as is. We do not need to address this. It's way more than what they're telling you as far as some minor changes. Thank you. SCHLUM: Mayor, council, thanks for your service. Town manager, attorney, clerk, good to see you guys. So I'm obviously not in the mix 100 percent, but I do want and I think all of our council wants our town to roll out the red carpet for quality, world-class development. And this is a public meeting, it doesn't sound like that's what's going on. TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 22 of 30 So let's make sure the perception gets changed and we start working with folks with the red carpet rolled out for world class development like we've enjoyed here in Fountain Hills for years. We've got some of the best developments in Fountain Hills that -- throughout the entire state. And that's because we've worked well with land developers. And then you talk to big land developers, what do they want? They want to know what the rules are, and they want to be empowered to spend their money. And they don't want to get down into the weeds and have things changed. That just makes not for a good, empowering environment. So I'd love to have more communication with our council leadership and our big developers in town, or substantial things that are happening. I know a lot of these council members and mayor are out in the public all the time. It just sounds like from what I'm hearing, there's not a lot of dialogue and there's people probably trying to protect one another and not really screw up. But when you meet with folks one on one outside of a public meeting, when you're making a decision, I think it's pretty fair to say you can have a conversation with folks, as long as it's not a majority of the council there. I'd like to see us work with our land developers. This has already been agreed to multiple times, so I'm not -- I think the pretty please with sugar on top is probably a good -- good request. I know you have a development agreement with red lines before you, so maybe you're going to feel empowered that you need to look at those red lines and consider them, obviously. But hopefully something can be done to move this development forward. He spent, I think, $100 million already in our community, and he's given a lot more than that, just in good graces and loving our community. Raised his family here, as has Cecil. Bart and Cecil and their families have been here a very important part of our community, and they love it. And that's in part why they're -- why they're still here after so many years. So appreciate you guys keeping the dialog open. Let's make sure our developers that are quality, world-class, know that this town is open for business. And appreciate you guys considering this again and let's move forward. MAYOR FRIEDEL: That's it. Council, questions, comments? TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 23 of 30 Councilwoman? MCMAHON: Thank you very much. I appreciate everybody's comments and input on this. Having listening to them to me, there's a lot more to this and the agreement and the situation than what is even being said. I think that, you know, like you said, you know, it's the DA agreement has expired. You know, for lack of a better term, updated to avoid, you know, convolution or further confusion. I would like to direct the town attorney to speak with the parties-in-interest about the DA and hopefully getting it moved forward and signed. Thank you. MAYOR FRIEDEL: Councilwoman Kalivianakis? KALIVIANAKIS: Thank you, Mr. Mayor. There are so much agreement in this room, I just can't believe it. Thank you, Larry. Thank you, Cecil. Thank you, Bart. Thank you, Jay, for all your wonderful comments. This is a room full of people that all want the same thing, I can assure you of that. And I think I can speak for everybody on this council, including the mayor. This is something that we really want to see done. We really do. Everybody wants to see the development happen. Everybody respects all that you've done for this community. Everybody respects your reputation and for all the building and the things that you've brought to this town, it has not gone unnoticed. Everybody wants this development to happen. The reason that I wanted to go into executive session before is we -- there's just one legal issue, one hurdle that we're having a difficult time, and that's the estoppel. What is the significance of estoppel agreement? That's the key issue here. And again I wanted one more chance to talk about it. You know, so far today, we have authorized the renewal of the permits. We have discussed this with our attorney, and we do have to listen to our town attorney. That's why we -- Cecil, yes we do. She -- she's the one who gives us the advice that we rely on. She tells us that this draft agreement is taking the old DA -- the old DA and then this is the new DA, which is maybe a little less water in it. That's what we're being told. And that's why some of us up here are having a hard time one, wondering why we can't bridge reconciling the verbiage of the new DA, which we've been assured almost mirrors the old DA. We don't understand TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 24 of 30 that. You know, again, maybe this would be a good time to take it to our attorney, you know? But I can just assure you guys that everybody here want -- just wants what you want. And I can't help but to believe that -- that we can't come with some kind of a path forward. Would you like to address that, Jen? WRIGHT: Well, I'd say -- I'd mirror the comments that -- that Director Wesley noted that there's -- the agreement has been updated to match the current conditions, and that's it. There isn't any zingers or any significant changes. In response to the issue of changing the name of the owner at the top because Park Place Properties, LLC no longer owns the property. So if we need -- again, I think to be clear, what's on the agenda today is for you guys to -- you guys to for the council to approve me working with the developer and the owner to finalize this agreement. These are draft suggested changes. This would be the starting point for us to -- and this is all that the council or that the town is requesting needs to be done. We don't we're not going to expand or further try to change any of the plans or any of the requirements. This is what the town is looking for. And now this we would take to the developer and the owner for them -- if I've got the wrong name of the owner, if there's a different owner we put at the top, we can put the new owner's name. If we've got different addresses. I didn't know who their current attorney was because I was never provided that information. We would put the correct attorney in here. So there's -- this is -- this is just the starting point for the town, and it's -- and it's the most that the town is going to ask for. So it's not -- we're not going to come in and change -- further change this in the detriment to the developer. We're just trying to update this. And specifically, if we look at the development schedule, I think that Director Wesley had put the development schedule from the prior agreement up which is included in the red line, and you can see that those dates are all completely gone. So without a development schedule, you know, it's -- it's an unenforceable contract on the most part, because the development schedule from 2026 or 2016 is long since over, TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 25 of 30 all those months are gone. So as a new development schedule within the two-year time line. So it's -- it's just so that we have a development schedule that matches today's conditions, because you can't enforce the development schedule from 2016 since all the dates were surpassed. So that's it. MAYOR FRIEDEL: Councilman Watts? WATTS: So two things. I am in support of the project one, I want to find a way to try to get this done. But I have a question for the attorney, something we haven't actually talked about. What are the consequences if we just approved the develop -- ignore the date. And I understand that we're trying to correct the errors of the development attorney from before, but if we simply approved it and left the December 31st date for paying for the permits, what are the liabilities or the consequences? Because I don't think anybody really understands what we're trying to resolve and protect ourselves from a liability standpoint. Is there a significant consequence or liability? WRIGHT: I would actually say that the legal significance would have to be an e-session. MAYOR FRIEDEL: Do we need to go to an e-session and find that out? Because it could be -- it could be easier. UNIDENTIFIED SPEAKER: More information. EARLE: Also, don't we have to stay with what's before council? What was noticed as far as directing the attorney because that's what was noticed? MAYOR FRIEDEL: Right, but it affects the vote for a yes or no. KALIVIANAKIS: I would recommend, before we go into e-session, to listen to Cecil, so we can take that into the mix before we discuss. MAYOR FRIEDEL: Hang on, hang on. MCMAHON: What was noticed that we're here for? WRIGHT: This is to -- for you to approve me having negotiations regarding the development agreement. So if council -- MCMAHON: For you to do it? WRIGHT: Correct. MCMAHON: Thank you. Because I don't want to get off the topic or anything like that TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 26 of 30 that we're not supposed to be -- MAYOR FRIEDEL: Yeah. We're not, we're not. I'm going to do something a little unusual. Cecil, I'm going to give you two minutes. UNIDENTIFIED SPEAKER: (Indiscernible). MAYOR FRIEDEL: No. YATES: Again, I'm -- I've been a parliamentarian before. I've run multiple boards. The discussion and possible action, rescind or affirm the council September 2nd, 2025, vote. Rescind or affirm. So -- MCMAHON: We already did all that. YATES: No, no, that was for the permits. It also says for the developer's agreement. And I appreciate Peggy. I'm sorry, Councilwoman McMahon. I appreciate your concern. The time line, et cetera, of things like that is once we pull a permit, the clock starts ticking. You are constantly, always in control of this whole process. If we don't perform after we pull the permits, there's a process involved that we have to come back and you and answer to you. Why haven't you done this? Why isn't this done? So again, I get back to the point where the developer's agreement is not necessary because our estoppel, by definition, confirms we're in compliance. And the agenda item again is rescind or affirm. So you can either affirm, but respectfully we were not part of any of these redlines, so again we're getting shoved this saying here they are. And there is one got you item on there, respectfully, Town Attorney. Right, wrong, or indifferent the review process typically, and I've shared this with many of you, typically takes three to five reviews. We did 13 and every review that that took time and money. We budgeted so much, but for you guys, the way it's written in there, you want us to pay for that additional eight reviews. And respectfully, I don't think that's right. So that's one of the major things in there. And I just want to throw in there it's probably some of these other things. I know some of you, before you guys were given a gag order and not allowed to talk to me, you had shared that you thought the DA was just a simple update. But it's a little bit more extensive. And again, I'm going to remind you, TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 27 of 30 you're -- you're allowed to rescind or affirm. So pretty please with sugar on top, please rescind. Thank you. MAYOR FRIEDEL: Thank you. Do we need to step into an executive session for a few minutes? UNIDENTIFIED SPEAKER: That's your call or we can do a (indiscernible). WESLEY: You might call for a motion. MAYOR FRIEDEL: Yeah. Is there a motion? MCMAHON: The motion to direct the town attorney or -- MAYOR FRIEDEL: No, to go to executive session for 15 minutes. WATTS: I move that we adjourn to executive session for a few minutes. KALIVIANAKIS: I'll second that. MAYOR FRIEDEL: Second. Okay. Can we get a roll call vote, please? BENDER: Council member Watts? WATTS: Aye. BENDER: Council member Kalivianakis? KALIVIANAKIS: Aye. BENDER: Council member Larrabee? LARRABEE: Aye. BENDER: Council member McMahon? MCMAHON: Aye. BENDER: Council member Earle? EARLE: I guess so. Aye, sorry. BENDER: And Mayor Friedel? MAYOR FRIEDEL: Aye. BENDER: Mayor, 6-0. MAYOR FRIEDEL: We're going to adjourn for 15 minutes to executive session. (Recess from 5:03 p.m. until 5:19 p.m.) MAYOR FRIEDEL: Okay. We're going to reconvene this meeting now. Councilperson Larabee, are you on the line? TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 28 of 30 LARRABEE: Yes. MAYOR FRIEDEL: Good. Thank you. Okay. Councilwoman? MCMAHON: Thank you very much. And thank you very much for the executive session. And I would like to make a motion to direct the town attorney to send a copy of the draft redline development agreement to the relevant parties, and to direct the town attorney to negotiate a revised development agreement with relevant parties for the later discussion and approval by council. Thank you. EARLE: I'll second that. MAYOR FRIEDEL: We have a motion and a second. Can we get a roll call vote, please? BENDER: Council member Watts? WATTS: Aye. BENDER: Council member Kalivianakis? KALIVIANAKIS: Aye. BENDER: Council member Larrabee? LARRABEE: Aye. BENDER: Council member McMahon? MCMAHON: Aye. BENDER: Council member Earle? EARLE: Aye. BENDER: And Mayor Friedel? MAYOR FRIEDEL: I'm going to explain my vote. This gives the interested parties a look at the development agreement. Anything you don't like, you send it back and we get the ball moving on this thing. Aye. BENDER: Mayor, 6-0. MAYOR FRIEDEL: Thank you. WATTS: Motion to adjourn. MCMAHON: Second. MAYOR FRIEDEL: All in favor? TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 29 of 30 ALL: Aye. MAYOR FRIEDEL: Thank you. TOWN OF FOUNTAIN HILLS OCTOBER 8, 2025 TOWN COUNCIL SPECIAL MEETING Page 30 of 30 HAVING NO FURTHER BUSINESS, MAYOR GERRY M. FRIEDEL ADJOURNED THE SPECIAL MEETING OF THE FOUNTAIN HILLS TOWN COUNCIL HELD ON OCTOBER 8, 2025, AT 5:21 P.M. APPROVED: ____________________________________ GERRY FRIEDEL, MAYOR ATTEST: ____________________________________ BEVELYN J. BENDER CERTIFICATION I HEREBY CERTIFY THAT THE FOREGOING MINUTES ARE A TRUE AND CORRECT COPY OF THE MINUTES OF THE SPECIAL COUNCIL MEETING OF THE TOWN COUNCIL OF FOUNTAIN HILLS, ARIZONA HELD ON OCTOBER 8, 2025. I FURTHER CERTIFY THAT THE MEETING WAS DULY CALLED AND HELD AND THAT A QUORUM WAS PRESENT. ________________________________ BEVELYN J. BENDER