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WHEN RECORDED RETURN TO:
City of Mesa
Attn: Real Estate Department
20 East Main Street
Mesa, Arizona 85201
DEVELOPMENT AGREEMENT
This development agreement (DA26-00012) is between the City of Mesa, an Arizona municipal
corporation (“City”) and WS Holdings I, LLC, an Arizona limited liability company (“Owner”).
A.
Owner owns approximately 5.9 +/- acres of property located approximately 280 feet east
of the northeast corner of South Signal Butte Road and East Southern Avenue as legally
described in Exhibit A and depicted in Exhibit B (the “Property”). For reference purposes
only, and not as a limitation or modification of the Property as legally described in Exhibit
A and Exhibit B, as of the date of this agreement, the Property is identified by the Maricopa
County Assessor as Assessor’s Parcel Number APN 220-76-002X.
B.
The Property is currently zoned Limited Commercial (LC), with a previously approved
development plan depicting a major tenant or grocery store on the Property. Owner desires
to use a portion of the Property as an automotive retail store and a Minor
Automotive/Vehicle Service and Repair facility (as defined in Title 11 of the Mesa City
Code (“Zoning Ordinance”), Chapter 86), and has submitted an application in Zoning Case
ZON25-00256 for a Major Site Plan Modification; a rezoning action that would amend
certain conditions of Ordinance No. 3884, and, if approved, permit the planned Minor
Automotive/Vehicle Service and Repair facility and, may allow for a future automotive
retail store.
C.
The City’s adopted General Plan contemplates the use of development agreements in
conjunction with rezonings to further ensure consistency with the General Plan. Pursuant
to A.R.S. § 9-500.05, such development agreements may include mutually agreed upon
restrictions on permitted land uses within a proposed development to, among other reasons,
ensure consistency with the General Plan’s vision, guiding principles, strategies, and future
land use plan, promote compatibility with neighboring development, and encourage high-
quality development. To that end, Owner has agreed, as an element of the above-named
rezoning, to limit certain land uses that otherwise may be permitted in the LC zoning
district or may be permitted on the Property in the future, to further facilitate high-quality
development and compatibility with the General Plan and neighboring development.
D.
Owner acknowledges that certain land uses or activities, which will be prohibited or
restricted on the Property by this agreement, may involve rights protected by the First
Amendment to the United States Constitution or by free speech protections provided under
Arizona’s Constitution; specifically Tattoo and Body Piercing Parlor uses and Sexually
Oriented Businesses (as defined in subsection 3(p) below). Through this agreement, and to
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the extent permitted by law, Owner is intentionally and voluntarily waiving constitutional
rights protected by the First Amendment to the U.S. Constitution or Arizona’s Constitution
that are implicated in these identified land uses and activities in exchange for the ability to
develop the Property as contemplated by Owner and the City in the zoning case and this
agreement.
E.
The parties desire to enter into this development agreement for the purpose of prohibiting
and restricting certain land uses and activities on the Property that may otherwise be
permitted by the Zoning Ordinance and to agree to such other terms as provided herein.
This agreement is intended to be a “development agreement” within the meaning of A.R.S.
§ 9-500.05.
The parties agree as follows:
1.
Definitions. Land use types and activities addressed in this agreement are defined by the
Zoning Ordinance, Chapters 86 and 87, unless otherwise noted.
2.
Running with the Land. The duties, obligations, and waivers set forth in this agreement
are covenants running with the land and are binding and enforceable upon the Property and
Owner and its successors and assigns. This agreement, including the prohibitions and
restrictions on use in sections 3 and 4, and waivers in section 5, are binding and enforceable
upon Owner, tenants, and all applicants for any City permit or approval needed to develop,
construct, or improve any portion of the Property.
3.
Prohibited Uses and Activities: General. The following land uses and activities are
prohibited on the Property and are not allowed:
a.
Boarding Houses.
b.
Clubs and Lodges.
c.
Community Centers.
d.
Plasma Centers, but not including any other types of Clinics.
e.
Kennels.
f.
Service Stations, including those with Drive-Thru Facilities and with Pick-Up
Window Facilities.
g.
Funeral Parlors and Mortuaries.
h.
Crematories, including accessory Crematories.
i.
Pawn Shops.
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j.
Tattoo and Body Piercing Parlors.
k.
Recycling Facilities, including all subtypes: (i) Reverse Vending Machine; and
(ii) Small Indoor Collection Facility.
l.
Transportation Passenger Terminals.
m.
Minor Utilities.
n.
Heliports.
o.
Tobacco/Nicotine Use Establishments. “Tobacco/Nicotine Use Establishments”
means a business that derives the majority of its revenue or business activity from
the sale, display, delivery, distribution, or on-site consumption of tobacco, nicotine,
smoking, or vaping products, or similar products, or related devices and
accessories. Such products, devices, and accessories include, but are not limited to,
cigarettes, cigars, little cigars, pipe tobacco, hookah tobacco, shisha, smokeless
tobacco, chewing tobacco, electronic cigarettes, electronic cigars, electronic pipes,
electronic hookahs, vape pens, vaporizers, electronic nicotine delivery systems,
cartridges, e-liquids, e-juice, oils, waxes, mods, pipes, hookahs, water pipes, rolling
papers, and similar items.
p.
Sexually Oriented Businesses. “Sexually Oriented Businesses” means those
businesses classified in Mesa City Code Title 6, Chapter 16, or any use, activity, or
business that requires a license to operate pursuant to Mesa City Code Title 6,
Chapter 16.
q.
Marijuana Facilities, including all subtypes: (i) Marijuana Cultivation Facilities;
(ii) Marijuana: Dual Licensee Facilities; (iii) Marijuana Establishments; (iv)
Marijuana Infusion Facilities; and (v) Medical Marijuana Dispensaries.
r.
Automobile/Vehicle Washing.
s.
Towing and Impound.
4.
Additional Limitations on Uses and Activities. The following land uses are limited on the
Property as set forth below:
a.
Minor Automobile/Vehicle Service and Repair use is permitted only in one location
on the Property, and only if City Council, in its sole and absolute discretion,
concurrently approves Owner’s rezoning request to modify certain conditions of
Ordinance No. 3884, including Owner’s major site plan modification request, and
such approvals specifically include and permit the Minor Automobile/Vehicle
Service and Repair use. This Minor Automobile/Vehicle Service and Repair use
restriction does not prohibit nor apply to an automotive General Retail Sales use
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that offers incidental vehicle services (e.g. windshield wiper installation, battery
installation, headlight bulb replacement, etc.) combined with retail sales.
b.
A maximum of one Bank and Financial Institution is allowed on the Property, and
such Bank and Financial Institution may include a Drive-Thru Faciality.
5.
Expressive Activity Restriction; Voluntary, Knowing, and Intelligent Waiver for Property
Only.
a.
Acknowledgment of Rights. Owner expressly acknowledges that the land uses and
activities of Tattoo and Body Piercing Parlor uses and Sexually Oriented
Businesses may involve speech and expressive activity that is protected under the
First Amendment to the United States Constitution and Article II, Section 6 of the
Arizona Constitution. Owner is actually aware of the existence of such
constitutional protections and the right to assert them.
b.
Voluntary, Knowing, and Intelligent Waiver of Rights. With full knowledge of
those rights, and in exchange for the promises, approvals, covenants, and
consideration set forth in this development agreement, Owner hereby voluntarily,
knowingly, intelligently, and intentionally waives, releases, and relinquishes such
rights, solely as to the limitation on the following land uses and activities on the
Property: (i) Tattoo and Body Piercing Parlor uses, and (ii) Sexually Oriented
Businesses. Owner agrees not to assert any claim, defense, or challenge to this
agreement’s prohibitions against Tattoo and Body Piercing Parlor uses and
Sexually Oriented Businesses as violating or unlawfully burdening any speech or
expressive activity right of Owner provided by either the United States
Constitution, the Arizona Constitution, or both.
c.
Narrowly-Tailored Restriction. Owner and City expressly agree that this restriction
relating to Tattoo and Body Piercing Parlor and Sexually Oriented Businesses is
narrow, parcel-specific, and privately negotiated. It applies only to the real property
described in this agreement, only for so long as this agreement remains in effect,
and only as to the specific land uses and activities expressly prohibited herein.
Owner is not prohibited by this agreement from engaging in, sponsoring, leasing
to, or otherwise exercising any rights relating to Tattoo and Body Piercing Parlor
or Sexually Oriented Businesses elsewhere within the City of Mesa, subject to
generally applicable and otherwise lawful time, place, and manner regulations, and
other provisions of the Mesa City Code and Arizona law.
d.
Bargained for Terms. The prohibitions on Tattoo and Body Piercing Parlor and
Sexually Oriented Businesses are bargained-for contractual terms resulting from
the give-and-take of arm’s-length negotiations between Owner and the City, where
the parties specifically discussed and negotiated the uses that would be prohibited,
restricted, and permitted on the Property, including uses that may implicate
expressive activity. The prohibited-use and restricted-use provisions in this
agreement are the product of negotiations of the development agreement, where the
parties had relatively equal bargaining strength, both were represented by counsel,
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and were material inducements to both parties’ willingness to enter into this
development agreement. Owner and City specifically negotiated the list of
prohibited uses, including Tattoo and Body Piercing Parlors and Sexually Oriented
Businesses, and agreed to the prohibitions based upon coordinated land-use
planning in the City, neighborhood compatibility, orderly growth, successful
development of the Property, and the protection of the public health, safety, and
general welfare and are intended to support a vibrant, sustainable, and well-planned
community.
e.
Successors, Assigns, Tenants, Operators, and Agents. Owner covenants that neither
Owner nor any successor, assign, tenant, operator, or other person claiming to act
on behalf of Owner, may use the Property for a Tattoo and Body Piercing Parlor or
Sexually Oriented Businesses during the term of this agreement, and neither Owner
nor any such party may challenge the enforceability of this covenant on the ground
that it violates any speech or expressive right that Owner has knowingly and
voluntarily waived in this section 5.
f.
Enforceability. The prohibited land uses identified in subsections 3(j) and 3(p),
intended to be independent, material, and severable use restrictions under this
agreement. If any portion of this section 5 is held invalid, unconstitutional, or
unenforceable, such determination will not, by itself, impair the validity or
enforceability of the prohibitions set forth in sections 3(j) and 3(p). Such
prohibitions will remain in full force and effect to the maximum extent permitted
by law. The remaining portions of this section 5 will also remain in full force and
effect and be enforced to the maximum extent permitted by law.
6.
Disputes. The limitations on uses and activities in section 3 and section 4 are material and
essential provisions of this agreement and City would not have entered into this agreement
but for their inclusion herein. To the extent there is a disagreement between the parties as
to whether a use or activity is allowed or permitted, such determination will be made by
the City’s Zoning Administrator, who shall determine whether a proposed use or activity
is prohibited or restricted under the agreement. The Zoning Administrator’s decision will
be deemed a final decision, which may then be appealed, and is governed by the appeal
process and rights, as set forth in Chapter 77 of the Mesa Zoning Ordinance.
7.
Tenants. Owner acknowledges that the prohibition and restrictions on uses or activities in
this agreement applies to the Owner and any tenant, subtenant, licensee, or sublicensee that
occupies any portion of the Property to which the development agreement applies during
the term of this agreement (collectively, “Tenant”). Prior to any Tenant entering into an
agreement with Owner to occupy the Property, Owner shall notify each such prospective
Tenant in writing of the prohibitions and restrictions applicable to the Tenant’s use or
activities on the Property set forth in section 3 or section 4, and the waivers set forth in
section 5 of the agreement. Owner must include language in each lease, license, or similar
agreement that prohibits the use or activity, or conversion to such use or activity, of the
Property or Tenant’s space that would result in a violation of section 3 or section 4 of the
agreement.
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8.
Term/Termination. This agreement is effective on the date it is recorded in accordance
with section 9.1 and will continue in full force until automatically terminated upon the
earlier of (a) 30 years after the effective date, or (b) termination by the mutual written
agreement of Owner and City.
9.
General Provisions.
9.1
Recordation. This agreement will be recorded in its entirety in the Official Records
of Maricopa County, Arizona, no later than 10 days after its full execution by the
parties.
9.2
Notices and Requests. Any notice or other communication required or permitted
to be given under this agreement must be in writing and will be deemed properly
given if: (a) hand delivered to the party at the address set forth below; (b) deposited
in the U.S. Mail, registered or certified, return receipt requested, to the address of
the party set forth below, postage prepaid; or (c) given to a recognized and reputable
overnight delivery service, delivery charges prepaid, to the party at the address set
forth below. The addresses set forth in section 9.2 may be modified by a party at
any time by designating in writing by notice duly given pursuant to this section.
City:
City of Mesa
Attn: City Manager
20 East Main Street, Suite 750
Mesa, Arizona 85201
with a copy to:
Mesa City Attorney’s Office
Attn: City Attorney
20 East Main Street, Suite 850
Mesa, Arizona 85201
with a copy to:
City of Mesa Development Services Department
Attn: Planning Director
55 N. Center
Mesa, Arizona 85211
Owner:
WS Holdings I, LLC
Attn: Tom Higginbotham
4215 N. Winfield Scott Plaza
Scottsdale, AZ 85251
with a copy to:
Withey Morris Baugh, PLC
Attn: Adam Baugh
2121 E. Highland Avenue
Phoenix, AZ 85016
Notices are deemed received by a party: (i) when hand delivered to the party; (ii)
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three business days after being placed in the U.S. Mail, properly addressed, with
sufficient postage; or (iii) the next business day after being given to a recognized
overnight delivery service, with the party giving the notice paying all delivery fees
and instructing delivery be made the next business day. A copy of a notice will be
provided to the applicable addresses noted as “with a copy to”, providing a copy
will not be deemed as providing notice to a party in accordance with the
requirements of this agreement.
9.3
Choice of Law, Venue, and Attorneys’ Fees. The laws of the State of Arizona
govern any dispute, controversy, claim, or cause of action arising out of or related
to this agreement (collectively, “Dispute”). The venue for any Dispute will be in
Maricopa County, Arizona; each party specifically waives the right to object to
venue in Maricopa County for any reason. Neither party will be entitled to recover
any of its attorneys’ fees or other costs from the other party incurred in any Dispute,
and each party will bear its own attorneys’ fees and costs, whether the Dispute is
resolved through arbitration, litigation, or otherwise.
9.4
Default. In the event a party fails to perform or otherwise fails to act in accordance
with any term or provision hereof (the “Defaulting Party”), then the other party (the
“Non-Defaulting Party”) may provide written notice to perform to the Defaulting
Party (the “Notice of Default”). The Defaulting Party will have 30 days from
receipt of the Notice of Default to cure the default. In the event the failure is such
that more than 30 days would reasonably be required to cure the default or
otherwise comply with the applicable term(s) or provision(s) in this agreement, then
the Defaulting Party will notify the Non-Defaulting Party of the timeframe needed
to cure the default and, so long as the Defaulting Party commences performance or
compliance or gives notice of additional time needed to cure within the required
30-day period and diligently proceeds to complete such performance or fulfill such
obligation, then the time to cure the default will be extended for the requested
reasonable cure period; however, no such extended cure period will exceed 90 days.
Any written notice must specify the nature of the default and the manner in which
the default may be satisfactorily cured, if possible.
9.5
Remedy/Equitable Relief. The parties agree that damages alone are not an adequate
remedy for the breach of any provision of this agreement. In the event Owner fails
to perform or fails to otherwise act in accordance with any term or provision hereof,
City will be entitled, subject to any cure period set forth in this agreement, to
immediately seek enforcement of this agreement by means of specific performance,
injunction, or other equitable relief, without any requirement to post bond or other
security. The specific performance remedy provided in this section will be
cumulative relief and is not a limitation on other remedies available to City,
including the right to seek contract damages under this agreement. Additionally,
City reserves the right to withhold any City permits or approvals needed to develop,
construct, or improve any portion of the Property and may revoke any City
approval, permit, or certificate of occupancy if Owner allows any of the prohibited
uses or violates any of the restrictions/limitations identified in this agreement.
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9.6
Good Standing; Authority. Each party represents and warrants that it is duly
formed and a legally valid existing entity under the laws of the State of Arizona
with respect to Owner, or a municipal corporation in Arizona with respect to City,
and that the individuals executing this agreement on behalf of their respective party
are authorized and empowered to bind the party on whose behalf each such
individual is signing.
9.7
Assignment. The provisions of this agreement are binding upon and inure to the
benefit and burden of the parties, and their successors and assigns. Wherever the
term “party” or the name of any particular party is used in this agreement such term
will include any such party’s permitted successors and assigns.
9.8
No Partnership or Joint Venture; Third parties. It is not intended by this agreement
to, and nothing contained in this agreement will be construed to, create any
partnership, joint venture, or other arrangement between the parties. No term or
provision of this agreement is for the benefit of any person, firm, or entity not a
party hereto, and no such other person, firm, or entity will have any right or cause
of action under this agreement.
9.9
Waiver. Except as set forth in section 5, no delay in exercising any right or remedy
constitutes a waiver thereof, and no waiver of any breach will be construed as a
waiver of any preceding or succeeding breach of the same or any other covenant or
condition of this agreement. Except as set forth in section 5, no waiver will be
effective unless it is in writing and is signed by the party asserted to have granted
such waiver.
9.10
Further Documentation & Acts. The parties agree to execute such further or
additional instruments or documents and to take such further acts as may be
necessary or appropriate to fully carry out the intent and purpose of this agreement.
9.11
Fair Interpretation. The parties were each represented by counsel or were given the
opportunity to be represented by counsel of its choosing in the negotiation and
drafting of this agreement, and the parties and their counsel have not acted under
any duress or compulsion, whether legal, economic, or otherwise. This agreement
will be construed according to the fair meaning of its language. The rule of
construction that ambiguities will be resolved against the party who drafted a
provision will not be employed in interpreting this agreement.
9.12
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 date of the period so completed shall be included unless it
is a Saturday, Sunday, or legal holiday, in which event the period shall run until the
end of the next day which is not a Saturday, Sunday, or legal holiday. The time for
performance of any obligation or taking any action under this agreement will be
deemed to expire at 5:00 p.m. (Phoenix, Arizona time) on the last day of the
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applicable time period provided in this agreement. A “business day” shall mean a
City business day which is any day Monday through Thursday, except for a legal
holiday.
9.13
Conflict of Interest. Pursuant to A.R.S. § 38-503 and A.R.S. § 38-511, no member,
official, or employee of City will have any personal interest, direct or indirect, in
this agreement, nor will they participate in any decision relating to this agreement
which affects their personal interest or the interest of any corporation, partnership,
or association in which they are, directly or indirectly, interested. This agreement
is subject to cancellation pursuant to the terms of A.R.S. § 38-511.
9.14
Entire Agreement. This agreement, together with the following Exhibits, constitute
the entire agreement between the parties regarding the subject matter hereof:
Exhibit A (Legal Description of the Property) and Exhibit B (Depiction of the
Property). All prior and contemporaneous agreements, representations, and
understandings of the parties, oral or written, are superseded by and merged in this
agreement.
9.15
Time of the Essence. Time is of the essence in this agreement with respect to the
performance required by each party.
9.16
Severability. If any provision of this agreement is declared void or unenforceable,
such provision will be severed from this agreement, and the remainder of the
agreement will otherwise remain in full force and effect.
9.17
Amendments. Any change, addition, or deletion to this agreement requires a
written amendment executed by the parties. Within 10 days after any amendment
to this agreement, such executed amendment will be recorded in the Official
Records of Maricopa County, Arizona.
9.18
Proposition 207 Waiver. Owner hereby waives and releases City from any and all
claims under A.R.S. § 12-1134 et seq. arising out of or as a result of City’s approval
of this agreement, including any right to compensation for reduction to the fair
market value of the Property. The terms of this waiver run with the land, are binding
upon all subsequent landowners, and survive the expiration or earlier termination
of this agreement.
9.19
Preservation of State Shared Revenue. Notwithstanding any other provision of, or
limitation in, this agreement to the contrary, if pursuant to A.R.S. § 41-194.01 the
Arizona Attorney General determines that this agreement violates any provision of
state law or the Constitution of Arizona (including A.R.S. § 42-6201 et seq.), City
and Owner shall use all and best faith efforts to modify the agreement so as to fulfill
each party’s rights and obligations in the agreement while resolving the violation
with the Attorney General. If within 30 days of notice from the Attorney General
pursuant to and under the provisions of A.R.S. § 41-194.01(B)(1), City and Owner
cannot agree to modify this agreement so as to resolve the violation with the
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Attorney General, this agreement will automatically terminate at midnight on the
30th day after receiving such notice from the Attorney General, and upon such
termination the parties will have no further obligations under this agreement.
Additionally, if the Attorney General determines that this agreement may violate a
provision of state law or the Constitution of Arizona under A.R.S. § 41-
194.01(B)(2), and the Arizona Supreme Court requires the posting of a bond under
A.R.S. § 41-194.01(B)(2), City will be entitled to terminate this agreement at its
sole discretion unless Owner posts any required bond prior to the due date of the
bond; and provided further, if the Arizona Supreme Court, determines this
agreement violates any provision of state law or the Constitution of Arizona, City
or Owner may terminate this agreement and the parties will have no further rights,
interests, or obligations in this agreement or claim against the other party for a
breach or default under this agreement.
9.20
Covenant. Notwithstanding any express or implied covenant of good faith and fair
dealing applicable to this agreement, (a) any act of a party that may be exercised in
its sole discretion is not a breach of such covenant, and (b) such covenant does not
require any party to extend any date for payment or performance set forth in this
agreement.
9.21
Consents and Approvals. Wherever this agreement requires or permits the consent
or approval of a party to any act, document, use or other matter, such consent or
approval may be given or denied by such party in its reasonable discretion, unless
this agreement expressly provides otherwise. Any consent or approval required by
this agreement for City may be provided by the City Manager or their designee
unless otherwise specified or required by law; the City Manager or their designee
does not have the authority to consent or approve acts that require the approval of
the City Council unless the City Council expressly provides the City Manager or
their designee with such authority. In accordance with the requirements of this
section, the City Manager or their designee is expressly authorized to execute and
deliver all amendments to this agreement and other transaction documents required
by, contemplated under, or authorized in this agreement.
9.22
References to Authority. Any reference to a statute, ordinance, regulation, law or
similar legal authority in this agreement refers to the legal authority as it existed on
the effective date of the agreement or as the same may be amended from time to
time.
9.23
Headings. The headings contained in this agreement are for convenience in
reference only and are not intended to define or limit the scope of any provision.
9.24
Counterparts; Signatures. This agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together
constitute one and the same instrument. The signature pages from one or more
counterparts may be removed from such counterparts and such signature pages all
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attached to a single instrument so that the signatures of all parties may be physically
attached to a single document. Signatures may be made digitally.
[SIGNATURES OF THE PARTIES APPEAR ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, the parties have executed this agreement on the dates set forth below.
CITY
CITY OF MESA, ARIZONA,
An Arizona municipal corporation
By: ______________________________________
Its: ______________________________________
Date: _____________________________________
ATTEST:
By: ___________________________________
City Clerk
STATE OF ARIZONA
)
)
ss.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me, a notary public, this ___
day of ______________, 2026, by , the of the City of Mesa, an
Arizona municipal corporation, who acknowledged that he/she signed the foregoing instrument
on behalf of City.
Notary Public
My Commission Expires:
________________________________
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OWNER
WS HOLDINGS I, LLC,
an Arizona limited liability company
By: ______________________________________
Its: ______________________________________
Date: _____________________________________
STATE OF ARIZONA
)
) ss.
COUNTY OF MARICOPA
)
The foregoing instrument was acknowledged before me, a notary public, this ___
day of ____, 2026, by _____________, the _____ of WS Holdings I, LLC, an Arizona limited
liability company, on behalf of the company.
____________________________________
Notary Public
My Commission Expires:
________________________________
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EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
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EXHIBIT B
DEPICTION OF THE PROPERTY
S. SIGNAL BUTTE ROAD
E. SOUTHERN AVENUE