1 Catherine M. Bowman (No. 011713) Of Counsel 2 E-mail: [email protected] SIMS MACKIN 3 3101 N. Central #870 Phoenix Arizona 85012 4 Telephone: 480-760-1482 Facsimile: 602-772-5509 5 Attorneys for The Town of Florence 6 COURT OF APPEALS STATE OF ARIZONA 7 DIVISION ONE 8 THE TOWN OF FLORENCE No. 1 CA-CV-19-0504 9 Plaintiff/Appellants, Maricopa County 10 Superior Court vs. Case No: CV 2015-000325 11 FLORENCE COPPER et al. APPENDIX TO TOWN OF 12 FLORENCE REPLY BRIEF Defendants/Appellees. 13 14 Catherine M. Bowman (No. 011713) 15 Sims Mackin 3101 N. Central #870 16 Phoenix Arizona 85012 (602)772-5500 17 Attorneys for The Town of Florence 18 19 20 21 22 23 24 25 26 27 28 RAAP-001 INDEX 1 Appendix to the Town of Florence Reply Brief 2 INDEX OF DESCRIPTION APPENDIX RECORD PAGE NO. 3 1 Merrill Deposition Excerpt RAAP-004 4 2 Letter Merrill to Snyman 1-4-01 RAAP-079 5 3 Merrill Email 1-12-15 RAAP-081 6 4 Grady Gammage Trial Transcript Excerpt RAAP-083 7 5 Expert Report of Grady Gammage RAAP-099 8 6 JulieTappendorf Trial Transcript Excerpt RAAP-123 9 7 Land Use Plan RAAP-129 10 8 Merrill Deposition Excerpt (Part 2) RAAP-132 11 9 Rezoning Application RAAP-150 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 RAAP-002 1 CERTIFICATE OF SERVICE 2 Catherine Bowman, being first duly sworn, upon oath states that on this 7th 3 day of April, 2020, she caused the original of the foregoing APPENDIX TO 4 TOWN OF FLORENCE REPLY BRIEF to be electronically filed through 5 AZTurboCourt and that she caused a copy of the foregoing to be deposited in the 6 United States Mail, postage prepaid, to: 7 8 Colin Campbell Osborn Maledon 9 2929 N. Central Ave, 10 Phoenix, Arizona 85012 11 12 /s/ Catherine Bowman 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 RAAP-003 1 IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF MARICOPA 2 3 Town of Florence, an Arizona ) municipal corporation, ) 4 ) CIVIL ACTION ) NO. CV 2015-000325 5 Plaintiff, ) ) 6 vs. ) ) 7 Florence Copper, Inc., fka ) Curis Resources (Arizona), Inc.,) 8 a Nevada corporation; RK Mine ) Finance Trust 1, a trust ) 9 organized under the laws of the ) New South Wales, Australia; and ) 10 Pinal County, Arizona. ) ) 11 Defendants. ) ________________________________) 12 ) Florence Copper, Inc., fka Curis) 13 Resources (Arizona), Inc., a ) Nevada corporation, ) 14 ) Counterclaimant, ) 15 ) vs. ) 16 ) Town of Florence, an Arizona ) 17 municipal corporation, ) ) 18 Counterdefendant.) ________________________________) 19 20 DEPOSITION OF 21 W. HARRISON MERRILL 22 OCTOBER 2, 2015 23 10:11 A.M. 24 Atlanta, Georgia 25 Job no. 264865 RAAP-004 Page 5 1 represent Mr. Merrill. I'm general counsel for 2 the Merrill companies. 3 MR. CAMPBELL: Jeff? 4 MR. MURRY: And appearing remotely this is 5 Jeff Murry also on behalf of the Town of 6 Florence. 7 THE VIDEOGRAPHER: Will the court reporter 8 please swear in the witness. 9 WILLIAM H. MERRILL, 10 having been first duly sworn, was deposed and 11 testified as follows: 12 EXAMINATION 13 BY MR. CAMPBELL: 14 Q. Could you state your full name for the 15 record. 16 A. Yes, sir. William Harrison Merrill. 17 Q. Mr. Merrill, in the event this video is 18 ever played to a jury, the jury will want to know a 19 little bit about you so I'm going to start off by 20 asking about your background. 21 A. Yes, sir. 22 Q. In what year were you born? 23 A. 1943. 24 Q. And were you born here in Atlanta? 25 A. I was. RAAP-005 Page 6 1 Q. Can you tell me just a little bit about 2 your early childhood in growing up. 3 A. Yes, sir. Son of a doctor and went to 4 Westminster High School and the University of North 5 Carolina to undergraduate -- I mean to graduate 6 school -- I mean undergraduate school and then Emory 7 University to law school. 8 Q. All right. You're being modest. I've seen 9 your resume and you had quite a career at the 10 University of North Carolina, true? 11 A. Thank you. 12 Q. You were an athlete? 13 A. Yes, sir. 14 Q. And what sort of athletics did you 15 participate in? 16 A. Swimming. 17 Q. And then you also did very well 18 academically? 19 A. I did fairly well academically, yes, sir. 20 Q. You achieved a number of academic honors at 21 the University of North Carolina. 22 A. Mostly at Emory University Law School. 23 Q. You were the student body president at 24 University of North Carolina? 25 A. I was a senior class president. RAAP-006 Page 7 1 Q. Senior class president. 2 A. Yes, sir. 3 Q. And what did you get your undergraduate 4 degree in? 5 A. In pre-med and history. 6 Q. And then did you go right into law school 7 at Emory after that? 8 A. I was going to med school at Emory and 9 changed my mind with about a week and a half to go 10 and switched over to law school so I did go to law 11 school right after the university. 12 Q. Right. And then what year did you get your 13 jurist doctorate degree? 14 A. In '68. 15 Q. And then did you go out and practice law 16 right a way? 17 A. I went into the service for about nine 18 months and then started practicing law, yes, sir. 19 Q. I see. Some of us remember in '68. That 20 was when the Viet Nam war was in its heyday. 21 A. Yes, sir. 22 Q. Well, thank you for your service. 23 And what sort of law practice did you do? 24 A. I did corporate and securities. 25 Q. And you didn't practice too long before you RAAP-007 Page 8 1 switched over to real estate development. 2 A. No, sir. I practiced for about two and a 3 half years then I applied to business school and 4 while I was waiting to hear, I jumped into real 5 estate briefly and never left. 6 Q. Okay. And was there anything particularly 7 that prompted you into real estate or did your 8 practice lead you into it? 9 A. No. It's just while I was waiting to get 10 into business school it was an area that interested 11 me because I had practiced a little bit in real 12 estate securities and I found it kind of fascinating 13 and entrepreneurial. I didn't plan to stay in it but 14 it just turned out that way. 15 Q. Turned out that way. And then what year 16 was it that you started your real estate company? 17 A. 1970, '71. 18 Q. '70, '71. And you have pretty much been in 19 primarily real estate activities ever since. 20 A. Yes, sir. 21 Q. Are you still actively engaged in business? 22 A. I am as more a strategic adviser but I keep 23 my hand in it when I can. 24 Q. Okay. You delegate a lot of day-to-day 25 stuff to other people? RAAP-008 Page 12 1 Vanguard Properties is involved in in Arizona. 2 Actually it goes beyond Arizona. It includes Florida 3 and Atlanta and others. If you just want to -- you 4 can look quickly at the two pages. 5 A. Okay. I'm very impressed. It's very 6 professionally done. Somebody else must have done 7 it. 8 Q. Actually at one point in time I think you 9 were the largest master community developer in 10 Arizona; is that right? 11 A. I think we were the largest private entitle 12 lot owner in Arizona and probably the country. 13 Q. Let me just ask you a little bit about 14 master community developments. This is an area that 15 you are an expert in? 16 A. I hope so. 17 Q. Would you get raw land and then entitle it 18 and bring it all the way out to development and flip 19 to homeowners or what particular part of the process 20 were you in -- 21 A. What we would do is acquire and that could 22 be one property or it could be multiple properties 23 and then we would go in for either an annexation and 24 then later zoning or if it was already in a city or 25 where we wanted it to be then we would go in for the RAAP-009 Page 13 1 zoning of the property and we liked the larger 2 properties that would be generational in nature. I 3 have five kids so I was thinking generationally and 4 we would get the best entitlements that we possibly 5 could so that those entitlements would leave 6 flexibility for different market conditions in the 7 future. 8 Q. So by "generationally," you mean you're 9 looking at developments that could play out over 15, 10 20, 30 years? 11 A. Yes. 12 Q. Okay. If you look at -- you'll see at the 13 bottom right-hand corner there are some numbers that 14 we call Bates numbers.