MARBELLA RANCH P2.PH2-GUARANTY OF PERFORMANCE.PDF

When Recorded Return To:
Maricopa County Planning and Development Department
501 North 44th Street, Suite 200
Phoenix, Arizona 85008
Attention: Darren Gerard
Maricopa County Department of Transportation
2901 West Durango Street
Phoenix, Arizona 85009
Attention: Michele Kogl
GUARANTY OF PERFORMANCE
(Marbeila Ranch Parcel 2 Phase 2)
Date: The date of this GUARANTY OF PERFORMANCE (the "GUARANTY") is
2018.
Parties: The parties to this Guaranty are as follows:
Marbella Ranch Limited Partnership, a Delaware Limited Partnership ("Principal");
and
KB HOME PHOENIX INC., an Arizona corporation ("Surety");
and
• Maricopa County, a political subdivision of the State of Arizona ("Beneficiary").
RECITALS
WHEREAS, Principal holds fee title to certain real property approximately depicted on Exhibit A,
which property is commonly known as Marbella Ranch; and
WHEREAS, Surety is under contract to purchase a portion of property within Marbella Ranch as
described on Exhibit B ("Property"); and
WHEREAS, Principal now seeks subdivision plat approval for the final plat of the Property (the
2355.377.12236402 311/2018

"Final Plat"); and
WHEREAS, A.R.S. §11-821(C) requires that the subdivision regulations of Beneficiary condition
subdivision plat approval on the developer providing "assurances or such other security as may
be appropriate and necessary to ensure the installation of required street, sewer, electric and
water utilities, drainage, flood control and improvements meeting established minimum
standards of design and construction;" and
WHEREAS, A.R.S. §11-822 provides that no subdivision plat may be recorded until approved by
the board of supervisors and that "approval of the board shall be endorsed in writing on the
plat and shall also include specific identification and approval of the assurances;" and
WHEREAS, this Guaranty is being offered to satisfy the statutory requirement for assurance
that "required street, sewer, electric and water utilities, drainage, flood control and
improvements meeting established minimum standards of design and construction .," are
ensured.
NOW, THEREFORE, in consideration of the above premises and the mutual covenants,
agreements and guarantees contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Obligation to Install. Principal shall install, pursuant to appropriate permits and to
all applicable standards established by Beneficiary, all improvements as depicted on
the Final Plat for the Property (the "Onsite Improvements").
2. Assurance of Performance. Pursuant to Chapter 3, Section 304 of the Subdivision
Regulations for the Unincorporated Area of Maricopa County, in the event Principal
shall fail, by November 30, 2018 (the "Expiration Date"), to install all Onsite
Improvements as provided in paragraph 1 above, then and in such event, Surety
shall, by the Expiration Date, either (i) install all such Onsite Improvements; or
(ii) provide financial assurance or assurances of performance of the obligation to
install the Onsite Improvements, said assurance or assurances to be provided in
cash, bond or letter of credit and in a form reasonably acceptable to Beneficiary and
as further provided in Chapter 2, Section 203.2(i) of the Subdivision Regulations for
the Unincorporated Area of Maricopa County ("Substitute Assurance").
3. This Guaranty shall remain in full force and effect, and shall not be subject to
cancellation either by the Principal or by the Surety, until the earlier of the
Expiration Date or until a Substitute Assurance has been provided to Beneficiary.
Upon the Expiration Date or Beneficiary's receipt of the Substitute Assurance, this
Guaranty shall automatically terminate. In addition, and notwithstanding anything
in this Guaranty to the contrary, if the Maricopa County Board of Supervisors has not
approved the Final Plat by September 28, 2018, the Principal shall withdraw its
application for approval of the Final Plat and this Guaranty shall automatically
2355377.1223640,2 2 3/1/2018

terminate.
4. This Guaranty will allow approval of the Final Plat by the Maricopa County Board of
Supervisors; provided all requirements applicable to subdivision plats for property
located in unincorporated Maricopa County have been satisfied. However, in no
event shall the Final Plat for the Property be recorded unless and until this Guaranty
shall have been replaced with the Substitute Assurance.
5. In the event that either (i) the Onsite Improvements have not been installed by the
Expiration Date; or (ii) the Substitute Assurance has not been provided to Beneficiary
by the Expiration Date, then and in such event, and as Beneficiary's and Principal's
sole and exclusive remedy, the Maricopa County Board of Supervisors' approval of
the Final Plat shall, by its terms, be null and void and of no further effect. Except as
expressly provided in this paragraph, Beneficiary and Principal hereby waive all
remedies at law or in equity that they have or may have against Surety or the
Property arising from or related to this Guaranty or Surety's failure, by the
Expiration Date, to either install the Onsite Improvements or to provide the
Substitute Assurance.
6. This Guaranty shall inure to the benefit of Beneficiary only and no other party shall
acquire any rights hereunder.
7. The provisions and exhibits of this Guaranty shall be construed as a whole consistent
with their plain meaning and intent, and they shall not be construed against one
party or another based upon which party prepared or influenced the drafting of any
provision or exhibit of this Guaranty.
8. This Guaranty, together with any exhibits attached hereto, constitutes the entire
contract and agreement between the parties with respect to the subject matter
hereof. All terms, conditions, representations, warranties, understandings and
interpretations regarding the subject matter hereof contained in any other written
or oral communications between the parties are superseded hereby.
2355.377.1223640.2 3 3/112018

IN WITNESS WHEREOF, the parties have executed this Guaranty as of the date set forth
above.
PRINCIPAL:
MARBELLA RANCH LIMITED PARTNERSHIP,
a Delaware limited Partnership
By: TRS Marbella Ranch Management LLC,
an Arizona limited liability company,
Its General Partner
By: Hegardt Investments, LLC, an Arizona Attest:
limited liability company, Manager
By:
STATE OF ARIZONA
) ss.
County of Maricopa
I CERTIFY that on dui ii„s` t" , 2018, gri<ei /1:ej‘cell.-- [attesting
witness] personally came before me and acknowledged under oath, to my satisfaction, that this
person (or if more than one, each person): is the Manager of Hegardt Investments, L.L.C., the
Manager of TRS Marbella Ranch, which is one of the general partner of the Limited Partnership
named in this Document; is aware that the limited partnership agreement of Marbella Ranch
Limited Partnership names as one of the general partners, IRS Marbella Ranch Management,
LLC, that the operating agreement of the IRS Marbella Ranch Management LLC names as its
Manager Hegarclt Investments, LLC, and that the operating agreement of Hegardt Investments,
LLC authorizes fir-i(er //5 .4 it'd't to execute documents on behalf of the Hegardt
Investments, LLC; and this Document was signed and delivered by Hegardt Investments, LLC as
its voluntary act duly authorized by a proper resolution of its Members.
Signed and sworn to bef9ye me
on /9 tri f 3 ,2018
twitroawaridb&Y./8/0./fiffamastire
DANIEL. JOHNSON
Notary Pubk-Anzona .
Moicopa County
My Conn. xpires Nov 11, 2021
2355377.1223640.2 4 3/1/2018

IN WITNESS WHEREOF, the parties have executed this Guaranty as of the date set forth
above.
PRINCIPAL:
MARBELLA RANCH LIMITED PARTNERSHIP,
a Delaware limited Partnership
By: PGTL Marbella Ranch, LLC, an Arizona limited liability company, its General Partner
By: Townline Holdings USA, an Arizona limited liability company, its Managing
Membe
Title: Manager
Attest:
STATE- OF
) ss.
.GattrIty of (non )
I CERTIFY that on /91/6 ?, 2018, ,4910 9 All A . 719 [attesting
witness] personally came before me and acknowledged under oath, to my satisfaction, that this
person (or if more than one, each person): is the Manager of Townline Holdings USA, L.L.C., an
Arizona limited liability company, the Managing Member of PETL Marbella Ranch, LLC, an
Arizona limited liability company, which is one of the general partners of the Limited
Partnership named in this Document; is aware that the limited partnership agreement of
Marbella Ranch Limited Partnership names as one of the general partners, PGTL Marbella
Ranch, LLC, that the operating agreement of Townline Holdings USA, L.L.C. names as its
Manager aicv.. vicv, to execute documents on behalf of Townline Holdings USA,
L.L.C.; and this Document was signed and delivered by Townline Holdings USA, L.L.C. as its
voluntary act duly authorized by a proper resolution of its Members.
Signed and sworn to before me •
,90,., PoovSk , 2018
MICHELLE M. KERLUKE
Barrister and Solicitor
#215-8171 Cook Road
Richmond, BC V6Y 318
Phone: 604-273-75Th 3/1/2018

IN WITNESS WHEREOF, the parties have executed this Guaranty as of the date set forth
above.
PRINCIPAL:
MARBELLA RANCH LIMITED PARTNERSHIP,
a Delaware limited Partnership
By: PGTL Marbella Ranch, LLC, an Arizona limited liability company, its General Partner
By: Peterson Development One GP Inc., a British Columbia corporation, its Managing
Member
Attest:
rr 13r)int-\
--S- TATE -OF
) Ss.
--..ti-rrty-of--
I CERTIFY that on A„ G) ,,,6- 2018, C.,kri, 6 tjttesting
witness] personally came before mPand acknowledged under oath, to my satisfkdon, that this
person (or if more than one, each person): is the Vte..-e___1'I-e4r-vief Peterson
Development One GP Inc., a British Columbia corporation, the Managing Member of PGTL
Marbella Ranch, LLC, an Arizona limited liability company, which is one of the general partners
of the Limited Partnership named in this Document; is aware that the limited partnership
agreement of Marbella Ranch Limited Partnership names as one of the general partners, PGTL
Marbella Ranch, LLC, that the applicable corporate documents of Peterson Development One
GP Inc. name as its Vtor..__Fte , A CAro Li to execute
documents on behalf of Peterson Development One GP Inc.; an his Docurnentigned and
delivered by Peterson Development One GP Inc. as its voluntary act duly authorized by a proper
resolution of its Board.
Signed and sworn to before me
on Ark-g4i. 2018
IS JACKSON
Notary Public General Counsel
1701-1166 ALBERNI STREET
VANCOUVER, BC V6E 3Z3
2255.377.1223640.2 6 3/1/2018

SURETY:
KB HOME PHOENIX INC,, an Arizona corporation
BY:
Printed Narrie:?-eggarA1/4%.7411,/
Title: Ptc74'W117--
ATTEST:
By:
PrintçV Nine t `A
Title: Sec:
STATE OF ARIZONA
ss,
County of Maricopa
I CERTIFY that on , 2018 personally came
before me and this person acknowledged under oath, to my satisfaction, that:
this person is the secretary of , the corporation named
in this document; this person is the attesting witness to the signing of this document by
the proper corporate officer who is , the President of the
corporation; this document was signed and delivered by the corporation as its voluntary
act duly authorized by a proper resolution of its Board of Directors; this person knows
the proper seal of the corporation which was affixed to this document; and this person
signed this proof to attest to the truth of these facts; and
Signed and sworn to before me on
Notary Public
2355377,1223640.2 7 3/1/2018

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A notary public or other officer completin g this certificate verifies onl y the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accurac y, or validity of that document.
State of California Subscribed and sworn to (or affirmed) before me
County of L. on this day of ,20 I T ,
by Date Month Year
(1) R
0„)
(ftrIel—(2)
Nameprof Signer*"
J. ANTONIO Oti1i102
Commission IP 2144698 proved to me on the basis of satisfactory evidence
Notary Los Angeles Public - County CalNornis to be the person(s) who appeared before me.
My Comm, Expires Mar 1, 2020,
Signatu
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BENEFICIARY:
Accepted and approved for Maricopa County
By:
Chairman, Board of Supervisors
Attest:
By:
Clerk of the Maricopa County Board of Supervisors
Approved as to Form:
STATE OF ARIZONA )
ss.
County of Maricopa )
On this day of , 20 , before me personally appeared
, the Chairman of the Board of Supervisors of
Maricopa County, a political subdivision of the State of Arizona, for and on behalf thereof,
whose identity was proven to me on the basis of satisfactory evidence to be the person who he
or she claims to be, and acknowledged that he or she signed the above/attached document.
Notary Public
2355.377.1223640.2 8 311/2018

Exhibit A
Marbella Ranch
NORTHERN AVENUE
MARBELLA RANCH
180± AC
-J
DYSART DRAIN
13
PARCEL 3 PARCEL 4
30.8± AC 34.8± AC 3DV131W
PARCEL 2-2 avo
17.5± AC
PARCEL I
41.6± AC
PARCEL 2-1
22.5± AC
NORTH GLENDALE AVENUE
Overall Exhibit E ,9„.,, c„,.i. tvAl , aQ.ylas.-18 p.gc:
Scale: NTS GRge p www,ep.qroupl I :401.14:d.221d 1 1 AILIL-J, nc, 2, crgn '2..1
Marbelia Ranch
2355.377.1223640.2 9 3/1/2018

Exhibit B
Parcel 2 Phase 2
Tract J of MARBELLA RANCH - PARCEL 2 - PHASE 1, according to the plat of record in
the office of the County Recorder of Maricopa County, Arizona, recorded in Book 1340 of
Maps, Page 1.
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