The following was read into the record at the 6/15/15 town council meeting:
The articles I have published on my blog site serve a two-fold purpose.  One is to inform the citizens of issues affecting our town, and the other is to make it impossible for any member of this council to feign ignorance over the disputed issues involving Cahava Springs Revitalization District.

When this council rescinded the SAP Resolution at the last council meeting, it proved that a Resolution passed by one sitting council can be rescinded by another sitting council. The Specific Area Plan no longer exists because this council rescinded the SAP Resolution passed by another sitting council. 

Just like the SAP, the Cahava Springs Revitalization District approval is via the Resolution process.  The citizens of Cave Creek have four options if/when that Resolution is approved: One, we can do nothing.  Two, we can file a lawsuit.  Three, we can file a referendum.  Or four, we can elect a quorum to the council in 2016 which consists of candidates who campaign on the promise to rescind this council’s Resolution approving Cahava Springs Revitalization District. When the Resolution is rescinded by any future sitting council the Cahava Springs Revitalization District can no longer exist. 

The reason given by this council for rescinding the SAP Resolution was that our town didn’t need to invite more litigation.  Can this council be certain that its approval of the Revitalization District Resolution won’t invite future litigation after it is rescinded? 

This council has felt it can disregard the numerous questions surrounding this matter which have been asked by Cave Creek citizens, but are you just as sure you can disregard those questions when they are being asked by a judge in a court of competent jurisdiction?

Janelle Smith-Haff

The mayor, town council members, Mark Stapp and his entourage of lawyers from the law firm  Gammage & Burnham continue to assure the citizens of Cave Creek that there is a Development Agreement in place and that this Development Agreement will be the document relied on by town staff and council members to enforce zoning and other regulations inside Cahava Springs Revitalization District[i] if/when the petition for a Revitalization District is approved.[ii]

The Development Agreement is formally known as the “April 25, 2005 Pre-Annexation Development Agreement between the Town of Cave Creek and Apache Springs Land, L.L.C.” (“Development Agreement”).  On behalf of the town, Mayor Francia signed the Development Agreement. The town’s attorney at the time was the law firm of Mariscal Weeks, et al.  Represented by attorney Stephen W. Anderson at Gammage & Burnham PLC, Mark Stapp signed the Development Agreement as a Managing Member for Apache Springs Land, L.L.C..  The town and Apache Springs Land, L.L.C. are the only named parties to the Development Agreement. Apache Springs Land, L.L.C. is identified as “Owner” in the Development Agreement.

Cave Creek’s on-line paper, Desert Foothills Chronicle, recently revealed the existence of a $14,000,000.00 Promissory Note against the proposed Cahava Springs Revitalization District property.[iii]  Further documentation reveals that Cahava Springs Corp. assumed an Apache Springs Land, L.L.C. Promissory Note in the amount of $17,820,000.00 and that this Promissory Note was secured by a Deed of Trust between Apache Springs Land, L.L.C. and Cahava Springs Corp. dated November 18, 2004.[iv]   

QUESTION:  Was the existence and status of this $17,820,000.00 November 18, 2004 Promissory Note disclosed to the town by Mark Stapp or any “Owner” during negotiations of the April 25, 2005 Development Agreement?

Under section 5.6 of the Development Agreement, Apache Springs Land, L.L.C. is required to obtain written consent from the town manager before assigning all or any portion of its respective rights and obligations to another party.[v]  Under a Deed dated August 15, 2008, Apache Springs Land, L.L.C., assigned all of its right, title and interest in lots 53 through 230 and inclusive of tracts I, L, J and K to Cahava Springs Corp., a Minnesota corporation.[vi]

QUESTION:  Was written consent given by the then town manager, Usama Abujbarah, before Apache Springs Land, L.L.C. assigned its respective rights and obligations to Cahava Springs Corp. under the August 15, 2008 Deed of Trust?  If so, was the amendment recorded in the Official Records of Maricopa County as required under section 5.16 of the Development Agreement?[vii] Under Sec. 5.16, any amendment is required to be in writing and recorded in the Official Records of Maricopa County within ten (10) days of signing the amendment.

If written consent was given by the then town manager Usama Abujbarah, was Apache Springs Land, L.L.C. relieved of liability in accordance with Section 5.6 the Development Agreement? Section 5.6 of the Development Agreement states that: “In the event of a complete assignment of all of its rights and obligations, the assigning Party shall be relieved of any further liability under this Agreement.” If so, who is the new “Owner” under the Development Agreement and in what amendment to the Development Agreement is the name of the new “Owner” reflected?

Cahava Springs Corp. is now known as CS Investments, Inc., a Minnesota corporation.  Under a Special Warranty Deed dated May 27, 2014, CS Investments, Inc. transferred all of its interest in lots 53 through 230 and inclusive of tracts I, L, J and K to Cahava Springs Development Corporation, a Nevada corporation.[viii]

QUESTION:  Was written consent for this May 27, 2014 amendment given by the present town manager Peter Jankowski?  Was the written consent recorded in the Official Records of Maricopa County within ten (10) days of signing the amendment?

Six months later, on November 25, 2014, under an irrevocable trust, Cahava Springs Development Corporation, transferred all rights, title, etc., in lots 53 through 230 and inclusive of tracts I, L, J and K back to CS Investments, Inc.(formerly Cahava Springs Corp.). 

QUESTION:  Was written consent for this November 25, 2014 amendment given by town manager Peter Jankowski?  Was the written consent recorded in the Official Records of Maricopa County within ten (10) days of signing the amendment?

With respect to the Cahava Springs Revitalization District petition: 

The three corporate petitioners for the Cahava Springs Revitalization District are Cahava Springs Phase 1, Inc., Cahava Springs Development Corporation, and Morningstar Road Properties, Inc.. The Deed of Trust dated November 25, 2014, reflects that Cahava Springs Development Corporation transferred all rights, title, etc., in lots 53 through 230 and inclusive of tracts I, L, J and K (the Cahava Springs property) to CS Investments, Inc.  This November 25, 2014 transfer of rights, title, etc., removed the property interest and ownership rights from Cahava Springs Development Corporation and placed them into the corporate ownership of CS Investments, Inc..

As of November 25, 2014, Cahava Springs Development Corporation, one of the three petitioners for the Revitalization District, has had no property interest and ownership rights to petition for a Revitalization District.  Based on this documentation, the petition process must begin again with CS Investments, Inc., named as one of the petitioners for Cahava Springs Revitalization District, not Cahava Springs Development Corporation.

QUESTION: Do our mayor and members of town council have answers to these questions?  If so, why are the answers not being disclosed to the citizens of Cave Creek?  Is this not our town, too? 

Here is the contact information for the mayor and members of town council: [email protected];  SL[email protected]; [email protected];  [email protected];  [email protected]; [email protected]; [email protected]

EndNotes:
[i] Lots 53 through 230 and inclusive of tracts I, L, J and K are the lots involved in the Development Agreement and which also comprise the property in the proposed Cahava Springs Revitalization District.

[ii] Due to Due Process violations concerning the Formation Hearing, the Cahava Springs Revitalization District matter was continued to June 15, 2015.  However, the continuance did not cure the Due Process violations.  The Revitalization District statute requires 20-days’ notice of the Formation Hearing.  The mayor continued the matter for 14 days. 

[iii] There has also been discovered evidence of a 2007 Ten-Million Dollar Promissory Note against the property.

[iv]Per August 15, 2008 Deed:  “1.  The consideration for the execution of this Deed consists of full assumption by Grantee [Cahava Springs Corp.] of all debt under that certain promissory note (the “Promissory Note”) secured by that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing executed by Grantor [Apache Springs Land, L.L.C.] dated November 18, 2004 and recorded on December 2, 2004 at Recorder’s No. 2004-1418956, Records of Maricopa County, Arizona (the “Deed of Trust”). …. Grantee agrees to accept this Deed subject to the lien of the Deed of Trust.

[v] Sec. 5.6 Future Effect.  This Agreement shall run with the land and for the benefit of the Property.  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 subject to the written consent of the Town manager, said consent not to be unreasonably withheld, the Owner may assign its respective rights and obligations hereunder, in whole or in part, to a person or entity that has acquired title to the Property or a portion thereof, 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 assignment of all of its rights and obligations, the assigning Party shall be relieved of any further liability under this Agreement.

[vi] Per August 15, 2008 Deed:  “For good and valuable consideration hereinafter set forth, receipt of which is hereby acknowledged, APACHE SPRINGS LAND, LLC, an Arizona limited liability company (“Grantor”), does hereby grant and convey to CAHAVA SPRINGS CORP., a Minnesota corporation (“Grantee”), that real property located in Maricopa County, Arizona, and described on Exhibit “A” attached hereto, together with all water, air and mineral rights (including any grandfathered groundwater or other groundwater or surface water rights), interests, privileges, and easements appurtenant thereto and any improvements now or hereafter located thereon (the “Property”).  ALSO, PER AUGUST 15, 2008 DEED: “2.  As additional consideration for the execution of this Deed, Grantor agrees to assign by separate instrument(s) (a) all of its right, title and interest in and to (i) all plats, plans and specifications relating to the Property; (ii) all surveys, studies and reports relating to the Property; and (iii) any contracts relating to the Property that Grantee desires to assume, and (b) the nonexclusive right to use the trade name “Cahava Springs” registered under file number 341133 with the Arizona Secretary of State with respect to the Property.” 

[vii] Sec. 5.16 Amendment.  No change or addition is to be made to this Agreement except by a written amendment executed by the parties hereto.  Within 10 days after any amendment to this Agreement, such amendment shall be recorded in the Official Records of Maricopa County.

[viii] CS INVESTMENTS, INC., a Minnesota corporation  (the “Grantor”), which was formerly known as Cahava Springs Corp., a Minnesota corporation, for an in consideration of the sum of Ten and No/100 Dollars ($10.00) cash and other good and valuable considerations to it paid by CAHAVA SPRINGS DEVELOPMENT CORPORATION, a Nevada corporation (the “Grantee”), the receipt and sufficiency of which are hereby acknowledged and confessed, and by these presents does grant, bargain, sell, set over, assign, transfer, deliver and convey, unto Grantee the following described property (collectively, the “Property”).

Janelle Smith-Haff
Thursday, June 11, 2015