DEVELOPMENT AGRMT-FALCON VIEW EXECUTED 12-15-2010.PDF

11
OFFICIAL RECORDS OF
HOLD FOR BASKET PICK-UP MARICOPA COUNTY RECORDER
HELEN PURCELL
CLERK OF THE BOARD 2010-1098291 12/17/10 11:29 AM
8 OF 8
FLORE9C
RESOLUTION OF ADOPTION
FOR THE
FALCON VIEW DEVELOPMENT AGREEMENT
BETWEEN
EVEREST BETHANY NORTH, LLC
AND
MARICOPA COUNTY
BY AND THROUGH THE
PLANNING AND DEVELOPMENT DEPARTMENT
APPROVED BY THE
MARICOPA COUNTY BOARD OF SUPERVISORS
ON
DECEMBER 15,2010
C-44-10-148-8-00
DO NOT REMOVE
This is part of the official document
Everest\Bethany\Falcon Dev Agmt clean 11 12 2010 1

When Recorded, Return to:
Ed DePinto
Everest Holdings
7373 North Scottsdale Road
Suite B-250
Scottsdale, AZ 85253
Maricopa County Clerk of the Board
301 W. Jefferson, 10th Floor
Phoenix, AZ 85003
DEVELOPMENT AGREEMENT
BETWEEN
MARICOPA COUNTY AND
EVEREST BETHANY NORTH, LLC
INTRODUCTION
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between
MARICOPA COUNTY, an Arizona political subdivision (the "County") and EVEREST
BETHANY NORTH, LLC, a Delaware limited liability company ("Owner"). These two entities
are referred to collectively as the "Parties". As used herein, the term Owner shall mean the
Owner and any and all successors in interest to the Property or any part thereof.
RECITALS
A. Owner is the record title holder of certain real property (the "Property") described
on Exhibit "A" attached hereto and incorporated herein by reference, such Property being
commonly known as Falcon View, located within the County and has an interest in the Property
as that term is used in A.R.S.§11-1101..
B. In compliance with the County's Subdivision Regulations for recordation of a
final plat for the Property, the County has previously been provided by Owner, or its
predecessors, with a certain financial assurance (collectively, the "Financial Assurance")
described on Exhibit "B" attached hereto and incorporated herein by this reference as the
assurance for the construction of certain improvements (the "Improvements") on or in the
vicinity of the Property.
C. In recognition of the unanticipated postponement of construction of the
Improvements, the Parties desire to provide for the securing of the Property in a condition
acceptable to the County, a plan to insure such conditions going forward and the release of the
Financial Assurance and the recording of the Agreement upon the terms and condition set forth
herein.
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 2

D. Owner's predecessor obtained certain Infrastructure Permits, including all Right-
of Way Permits issued by Maricopa County Department of Transportation, in connection with
the Property.
E. The Parties hereto acknowledge that this Agreement constitutes a "Development
Agreement" within the meaning of Arizona Revised Statutes, Section 1 1 -25 1 and 11-1101
consistent with the County's Comprehensive Plan.
AGREEMENTS
NOW, THEREFORE, in consideration of the mutual agreements set forth herein, it is
understood and agreed by the Parties as follows:
1. Recitals. The recitals set forth above are acknowledged by the Parties to be true
and correct and are incorporated herein by this reference.
2. Improvements. Any and all improvements made to the Property must be pursuant
to validly issued and finalized permits from the appropriate department or agency of Maricopa
County or the Maricopa County Flood Control District ("FCD").
3. Permit Hold. Once all of the work required pursuant to this Agreement and the
Obligation of the Owner set forth herein shall be completed and all permits finalized, thereafter,
the Owner shall surrender any and all permits issued by Maricopa County Planning and
Development Department that have not, as of that date, been finalized and shall not seek to
process or apply for any permits from the County, any agency or department thereof or the FCD
unless and until Owner or Owner's nominee has provided a financial assurance acceptable to the
County that conforms to the requirements of statute, ordinance and any and all stipulations and
conditions attached to any approval applicable to the Property, hat will assure the County that
the Owner or Owner's nominee will complete all improvements related to the Property.
Notwithstanding the foregoing, Owner shall at any time have the right to apply for and be
entitled to receive a permit from the County (or the applicable agency or department thereof) for
the installation and maintenance of chain-link security fencing at the Property, or repair of
barricading or cleaning and maintaining of pipe culverts or other items within the right-of-way.
4. Release of Financial Assurance. Upon Owner providing proof acceptable to the
County that the Property is in a safe condition and that no improvements cause any unsafe
condition, including by example and not by way of limitation, the preservation of historic flow
patterns, that any and all improvements installed to date are in accordance with any issued
permits; that the Property is properly graded in accordance with issued and fmalized permits; that
all improvements are installed pursuant to properly issued and finalized permits; that the
payment of any and all money owed to Maricopa County or any agency, district, or department
thereof has been made; and the satisfactory completion of any and all obligations imposed upon
Owner by this Agreement, as well as the recording of this Agreement as provided for herein, the
County shall release and return the existing Financial Assurance upon authorization from the
Board of Supervisors.
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 3

All work related to the permit for site stabilization, B200902263, shall be completed in
conformance with the conditions of the issued permit. A separate financial assurance solely for
the work related to permit B200902263 shall be held until such time as Maricopa County
approves, in its reasonable discretion, the work as in conformance with the approved plan and
conditions. Owner shall cause all work related to this permit to be completed and have received
final approval and clearance from appropriate Maricopa County staff, as designated by the
Director of the Planning and Development Department, prior to Owner or Owner's agents
obtaining any processing for any additional permits for development of this site. The release of
the separate financial assurance for this related work shall be at the discretion of the Director.
5. Owner's Obligations after Release.
a. Maintenance of Property. Owner shall maintain the Property in
substantially the same condition had by the Property on the date of execution of this Agreement,
free and clear of weeds, trash, etc., all in accordance with all ordinances, rules, standards and
regulations of any and all departments of the County as well as any and all districts with
jurisdiction over the Property.
b. Obligations Remain with Land. This Agreement shall run with the land
and the obligations of Owner shall personally bind the Owner and its successors during any
period of ownership of the Property.
6. Notifications of Development. Commencement of any work on the Property
without appropriate permits shall constitute a breach of this Agreement by Owner and, to the
extent provided by applicable law, a violation of State statute and the Maricopa County Zoning
Ordinance.
7. Release of Agreement. Upon Owner posting new financial assurance for the
Property, provided all fees and funds due to the County are current and further provided Owner
is in compliance with this Agreement, the County through its Board of Supervisors shall execute
and record against such Property, in the records of Maricopa County, Arizona, a Release
releasing such Property from the restrictions and the obligations of Owner (or any successor
owner) under this Agreement. Such Release shall be in the form of Exhibit "C" attached hereto
and incorporated herein by reference.
8. Indemnity. Owner shall pay, defend, indemnify and hold harmless the County
and its Board of Supervisors, individual members, officers and employees from and against all
claims, demands, fines, penalties, costs, expenses, damages, losses, obligations, judgments,
liabilities and suits (including attorney's fees, experts' fees and court costs associated) which
arise from or relate in any way to any act or omission by Owner, or its employees, contractors,
subcontractors, agents or representatives, in connection with this Agreement and the granting by
the County of permission to Owner to terminate development and surrender permits in exchange
for this Agreement and the release of the Financial Assurances. The obligation of Owner
described herein shall include the obligation to defend any and all actions brought against the
County, its employees, contractors, subcontractors, agents or representatives, excepting
therefrom any litigation commenced by Owner against the County to enforce this Agreement.
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 4

The foregoing inderrmity obligations of Owner shall survive the expiration or termination of this
Agreement for a period equal to the applicable statute of limitations period.
GENERAL PROVISIONS
1. Binding Nature. The provisions hereof shall inure to the benefit of and be binding
upon the Parties hereto and their respective representatives, successors and assigns.
2. Assignment. Owner shall have the right to assign all of its rights and obligations
under this Agreement to any person or entity any time during the duration of this Agreement.
Upon such Assignment, Owner shall be released from its obligations under this Agreement,
subject to the following:
a. Owner has given the County notice of the Assignment, which shall include
the name and address for notice purposes, of the Assignee; and
b. The Assignee has agreed in writing to be subject to all of the provisions of
this Agreement; and
c. The Maricopa County Board of Supervisors has consented to the
Assignment, which consent shall not be withheld unreasonably.
3. Severability. If any provision of this Agreement is declared void or
unenforceable, such provision shall be deemed severed from this Agreement and this Agreement
shall otherwise remain in full force and effect; provided that this Agreement shall retroactively
be deemed reformed to the extent reasonably possible in such a manner so that the reformed
agreement (and any related agreements effective as of the same date) provide essentially the
same rights and benefits (economic and otherwise) to the Parities as if such severance and
reformation were not required. The Parties further agree, in such circumstances, to do all acts
and to execute all amendments, instruments and consents necessary to accomplish and to give
effect to the purposes of this Agreement, as reformed.
4. Notices. All notices, demands or other writings in this Agreement to be given,
made or sent by any party hereto to other parties will be deemed to have been fully given, made
or sent when made in writing and personally delivered or deposited in the United States mail,
postpaid, registered or certified and addressed as follows:
Maricopa County: Maricopa County Department Planning
and Development
501 W. 44th Street, Suite 200
Phoenix, AZ 85008
Attn: Director
With a copy to: Maricopa County Office of General Litigation
222 N. Central, Suite 1100
Phoenix, AZ 85004
Attn: Deputy — Planning and Development
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 5

To Owner: Everest Bethany North, LLC
7373 North Scottsdale Road
Suite B-250
Scottsdale, AZ 85253
Attn: C. Joseph Blackboum
And to: Biskind Hunt, PLC
11201 North Tatum Blvd, Suite 330
Phoenix, AZ 85028
Attn: Neil D. Biskind, Esq.
5. Waiver of Terms and Conditions. The failure of the County or Owner to insist in
any one or more instances on performance o any of the terms of conditions of this Agreement or
to exercise any right or privilege contained herein shall not be considered as thereafter waiving
such terms, conditions, rights or privileges, and they shall remain in full force and effect.
6. Entire Agreement, Waivers and Amendments. This Agreement, including the
exhibits which are incorporated herein by this reference and all documents relating to any
approval or permit previously granted by the County to the Property, constitutes the entire
understanding and agreement of the Parties. This Agreement integrated all of the terms and
conditions mentioned herein or incidental hereto. All waivers or amendments of the provisions
of this Agreement must be in writing and signed by the appropriate authorities of the Parties
hereto. Nothing contained herein shall be construed as superseding or replacing any term,
condition or stipulation attached to any zoning or subdivision approval granted to the Property or
any ordinance, rule, standard or regulation of the County.
7. No Agency Created. Nothing contained in this Agreement creates any
partnership, joint venture or agency relationship between the County and Owner. No term or
provision of this Agreement is intended to be for the benefit of any person, firm, organization or
corporation not a party hereto, and no other person, firm organization or corporation may have
any right or cause of action hereunder.
8. Further Action. Each Party agrees to perform such other and further acts and to
execute and deliver such additional agreements, documents, affidavits, certifications,
acknowledgements and instruments as any other Party may reasonably require to consummate,
evidence, confirm or carry out the matters contemplated by this Agreement or confirm the status
of (a) this Agreement as in full force and effect and (b) the performance of the obligations
hereunder at any time.
9. Construction. This Agreement is entered into in Arizona and shall be construed
and interpreted under the laws of Arizona. Captions and paragraph headings used in this
Agreement are for convenience only, are not a part of this Agreement, shall not be deemed to
limit or alter any provisions of this Agreement, and shall not be deemed relevant in construing
the Agreement. When used herein, the terms "include" or including" shall mean without
limitation by reason of the enumeration. All grammatical usage herein shall be deemed to refer
to the masculine, feminine, neuter, singular, or plural as the identity of the person of persons may
Everest\BethanyWalcon Dev Agrnt clean 11 12 2010 6

require. The term "person" shall include an individual, corporation, partnership, trust, estate, or
any other entity. If the last day of any time period stated herein should fall on a Saturday,
Sunday, or legal holiday as declared by the State of Arizona, then the duration of such time
period shall be extended so that it shall end on the next succeeding day which is not a Saturday,
Sunday, or legal holiday in the State of Arizona. If a cross-reference within any Amendment
provision cites a particular Section or Subsection number of this Agreement, it shall be a
reference to the referred Section or Subsection and its subparts. In all events, this Agreement
shall be construed to impose upon Owner the obligation to maintain the Property in substantially
the same condition had by the Property on the date of execution of this Agreement.
10. Cancellation for Conflict of Interest. This Agreement is subject to the
cancellation provisions for conflicts of interest pursuant to A.R.S. § 38-511.
11. Default. Failure or unreasonable delay by either party to perform or otherwise act
in accordance with any term or provision of this Agreement for a period of ten (10) days after
written notice thereof from the other party ("Cure Period") shall constitute a default under this
Agreement; provided, however, that if the failure or delay is such that more than ten (10) days
would reasonably be required to perform such action or comply with any term or provision
hereof, then such party shall have such additional time as may be necessary to perform or
comply so long as such party commences performance or compliance with said ten (10) day
period and diligently proceeds to complete such performance or fulfill such obligation. Said
notice shall specify the nature of the alleged default and the manner in which said default may be
satisfactorily cured, if possible. In the event such default is not cured within the Cure Period, the
non-defaulting party shall have all rights and remedies provided by law or equity.
12. Recordation. This Agreement shall be recorded, at Owner's sole cost, in its
entirety, in the Official Records of Maricopa County, Arizona, not later than ten (10) days after
execution by the last Party.
13. Force Majeure. Notwithstanding any other term, condition or provision hereof to
the contrary, in the event any Party hereto is precluded from satisfying of fulfilling any duty or
obligation imposed upon such Party by the terms hereof due to labor strikes, material shortages,
war, civil disturbances, weather conditions, natural disasters, acts of God, or other events beyond
the control of such party, the time period provided herein for the performance by such Party of
such duty or obligations shall be extended for a period equal to the delay occasioned by such
events.
14. Right to Intervene. In the event that this Agreement or any approvals given by the
County related to this Agreement are ever challenged, the County shall notify the Owner within
five (5) business days from service of any such claim or lawsuit. Owner reserves the right to
intervene in such action at Owner's sole cost and expense and the County shall consent and
support such intervention.
15. Police Powers. Except as specifically provided herein, nothing in this Agreement
shall be interpreted or applied to require, restrict, or limit, in any manner whatsoever, or to
impinge in any way upon the County's ability to exercise its police powers.
Everest\Bethany\Falcon Dev Agmt clean 11 12 2010 7

16. Ordinances and Regulations Control. Nothing contained herein, or in the grant of
any permit or approval, shall supersede the requirements or provisions of any Maricopa County
ordinances, rules, standards and/or regulations, and/or the rules and regulations of any and all
departments, divisions and agencies with jurisdiction over the Property.
17. Board of Supervisors. The Parties acknowledge that, notwithstanding any
language of this Agreement, no act, requirement, payment, or other agreed upon action to be
done or performed by Maricopa County which would, under any law require formal action,
approval, or concurrence by the Board of Supervisors will be required to be done or performed
by Maricopa County unless and until formal Board of Supervisors action has been taken and
completed. This Agreement in no way acquiesces to or obligates Maricopa County to perform a
legislative act.
SIGNATURE PAGE FOLLOWS
Everest\BethanyWalcon Dev Agnit clean 11 12 2010 8

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of
the date that this Agreement has been fully executed and hereby swear and affirm that they are
duly authorized in accordance with the law to execute this Agreement.
COUNTY OWNER
MARICOPA COUNTY, an Arizona EVEREST BETHANY NORTH, LLC, a
political subdivision Delaware limited liability company
By: Everest RFC, Inc., an Arizona
By: corporation, Manager
Chalerffali, Bokard of rupenKors
Date: DP c_e rnber IS , 2010
Date: Tetefitige.g-A ,2010
Attest:
By:
Attorney for Maricopa County
Everest\BethanyTalcon Dev Agmt clean 11 12 2010 9

STATE OF ARIZONA )
) ss.
County of Maricopa
I, CERTIFY that on beta/AIM_ i , 2010, C. JOSEPH BLACKBOURN, as
President of Everest RFC, Inc., an Arizona corporation, the Manager of EVEREST BETHANY
NORTH, LLC, a Delaware limited liability company, personally came before me and
acknowledged under oath, to my satisfaction, that he: is the President to Everest RFC, Inc., an
Arizona corporation, and that Everest RFC, Inc. is the Manager of EVEREST BETHANY
NORTH, LLC, a Delaware limited liability company (the "Company"), the limited liability
company named as principal in this Agreement; is aware that the operating agreement of the
Company authorizes the Manager to execute documents on behalf of the Company; and this
Agreement was signed and delivered by the Company as its voluntary act duly authorized by a
proper resolution of its Member.
SUBSCRIBED AND SWORN to before me.
My Commission Expires: Attei 572,0/
KELLEY D'AMATO
Notary Public—Arizona
Maricopa County
Expires on 05/05/2014
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 10

EXIIIBIT "A"
Legal Description of the Property
LOTS 1 THROUGH 64, INCLUSIVE, AND TRACTS A THROUGH E, INCLUSIVE, OF FALCON
VIEW, ACCORDING TO THE PLAT OF RECORD IN THE OFFICE OF THE COUNTY RECORDER
OF MARICOPA COUNTY, ARIZONA, RECORDED IN BOOK 910 OF MAPS, PAGE 10.
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 11

EXHIBIT "B"
Copy of Financial Assurance
Everest\BethanyWalcon Dev Agmt clean 11 12 2010 12

SUBDIVISION PERFORMANCE BOND
Bond No. 6462186
KNOW ALL MEN BY THESE PRESENTS:
That we, Maracay Homes Arizona I. LW. a subsidiary of Weyerhaeuser Real Estate Company. its Managing Member.
as principal, and the $afeco Insurance Company of America a Corporation created, organized, and existing under and
by virtue of the laws of the State of Washington and licensed to do business in the State of Arizona, as Surety, are
held and firmly bound to MARICOPA COUNTY in the sum of One Million One Hundred Ninety Nine Thousand Four
Hundred Sixty Nine Dollars ($1,199,469.00), lawful money in the United States of America, to the payment of which,
well and truly to be made, we bind ourselves, our heirs, executors and successors, jointly and severally, firmly by these
present.
THE CONDITION OF THE ABOVE OLEIGATION IS SUCH, that whereas the Maricopa County Board of Supervisors
passed a resolution dated September 5, 2001 and adopted the Subdivision Regulations for the Unincorporated Areas of
Maricopa County, Arizona on December 26, 1972, and has updated periodically since,
WHEREAS, Said resolution requires the above mentioned principal to guarantee completion of required improvements in
satisfactory manner.
NOW, THEREFORE, if the above principal shall faithfully and truly perform all work required under the provisions of
the aforementioned resolution of Maricopa County and to the satisfaction of the Transportation Director, then this
obligation shall be void, otherwise to remain in full force and effect
Name of Subdivision FaWn View
Description of Job: site (3rading. Water. Sewer Dry Utilities and Paving Improvements
SIGNED, SEALED AN) DATED this 31st day of January, 2007.
By: ivIaracay Homes Arizona I, L.L.C.
By: Maracay Homes Arizona!, LI.C,
a subsidiary of Weyerhaeuser Real Estate Company
Its: Managing Member
By: Vicki A. Merrick
Its: Assistant Corporate Secretary
a.ci'stivLux Witness:
(Developer)
Address: 15160 North Hayden Road. Suite 200
Scottsdale. Arizona 85260
Phone: 480-970.6000
Safeco Insurance Company of Ambrica Witness:
(Surety)
Address: FO Box 34670. Seattle. WA, 98124-1670
Phone: 206-473-3635
attoiney-in-Fact)
Address: po Box,9777.IyIS: PC2-205, Federal Way WA 98063-9777
Phone: 253-924-2869

Accepted and Approved for Maricopa County:
By: Tide:
Address: 2901 W. puranzo St.. Phoenix, AZ 85009 Phone:

Safeoo Insurance Company of America
General Insurance Company of America
POWER Safeco Plaza
OF ATTORNEY Seattle, WA 98185
No. 9670
KNOW ALL BY THESE PRESENTS:
That SAFECO INSURANCE COMPANY OF AMERICA and GENERAL INSURANCE COMPANY OF AMERICA, each a
Washington corporation, does each hereby appoint
**************JOHN W. LAMBDIN; ALLISON J. RENZ; MARK E. TAYLOR; Federal Way, WashIngton*********
its true and lawful attomey(s)7In4aot, with full authority to execute on its behalf fidelity and surely tionds or undertakings and other
documents of a similar character Issued In the course of its business, and to bind the respective company thereby.
IN WITNESS WHEREOF, SAFECO INSURANCE COMPANY OF AMERICA arid GENERAL INSURANCE COMPANY OF
AMERICA have each executed and attested these presents
this 3rd May , 2006
day of
STEPHANIE DALEY-WATSON,SECRETARY MIKE PETERS, PRESIDENT, SURETY,
CERTIFICATE
• Extract from the By-Laws of SAFEd0 INSURANCE COMPANY OF AMERICA
and of GENERAL INSURANCE COMPANY OF AMERICA:
"Article V, Section 13. - FIDELITY AND SURETY BONDS ... the President, any Vice President, the Secretary, and any Assistant Vice
President appointed for that purpose by the officer In charge of surety operations, shall each have authority to appoint individuals as
attorneys-In-fact or under other appropriate tiles with authority to execute on behalf. of the company fidelity and surety bonds and
other documents of Wear character Issued by the company In the course of its business— On any instrument making or evidencing
such appointment, the Signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or
undertaking of the company, the seal, or a facsimile thereof, may be Impreseed, or affixed or In any Miler manner reproduced;
provided, however, that the seal shall not be necessary to the validity of any such Instrument or undertaking."
Extract from a Resolution of the Board of Directors of SAFECO INSURANCE COMPANY OF AMERICA
. and of GENERAL INSURANCE COMPANY OF AMERICA adopted July 213, 1 970.
"On any certificate execnted by the.Secretary or an assistant secretary of the Company selling out,
(1) The provisions of Article V, Section 13 of the By-Laws, and
00 A copy of the power-of-attorney appointment, executed pursuant thereto, and
(III) Certifying that said powen-of-attomey appointment Is In full force and effect,
the signature of the certifying officer may be by facsimile, and the seal of the Company may be a facsimile thereof."
I, Stephanie Daley-Watson ,Secretary of SAFECO INSURANCE COMPANY OF AMERICA and of GENERAL INSURANCE
COMPANY OF AMERICA, do hereby certify that the foregoing extracts of the By-Laws and of a Resolution of the Board of Directors
Of these corporations, and of a Power of Attorney Issued pursuant thereto, are true and correct, and that both the By-Laws, the Resolution
and the Power of Attorney are still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the facsimile seal of said corporation
this . day of
itcp/wieui
STEPHANIE DALEY-WATSON, SECRETARY
Salome and the Safeco logo are registered trademarks of Safes° Corporedon.
2.0974/138 4105 WEB PDF

EXHIBIT "C"
Release
When recorded, return to:
RELEASE AND TERMINATION OF
DEVELOPMENT AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
That certain real property described as:
See Exhibit "A" attached hereto and incorporated herein by reference;
is hereby released from that certain DEVELOPMENT AGREEMENT (the "Agreement"),
entered into by and between MARICOPA COUNTY, an Arizona political subdivision (the
"County"), and EVEREST BETHANY NORTH, LLC, a Delaware limited liability company
("Owner"), recorded , 2010 in Instrument No. 2010- ,
Records of Maricopa County, Arizona. This instrument is intended to terminate the Agreement.
MARICOPA COUNTY, an Arizona
political subdivision
By:
Its: Chairman, Board of Supervisors
Date: ,2010
Everest\Bethany \Falcon Dev Agmt clean 11 12 2010 13

STATE OF ARIZONA )
) ss.
County of Maricopa )
Acknowledged before me this day of , 2010, by
, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the above/attached
instrument.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
Notary Public
My Commission Expires:
Everest\BethanyTalcon Dev Agmt clean 11 12 2010 14

OWNER:
EVEREST BETHANY NORTH, LLC, a
Delaware limited liability company
By: Everest RFC, Inc., an Arizona
corporation, Manager
By:
C. Joseph Blackbourn
President
Date: , 20
STATE OF ARIZONA
County of Maricopa
I, CERTIFY that on , 20 , C. JOSEPH BLACKBOURN, as
President of Everest RFC, Inc., an Arizona corporation, the Manager of EVEREST BETHANY
NORTH, LLC, a Delaware limited liability company, personally came before me and
acknowledged under oath, to my satisfaction, that he: is the President to Everest RFC, Inc., an
Arizona corporation, and that Everest RFC, Inc. is the Manager of EVEREST BETHANY
NORTH, LLC, a Delaware limited liability company (the "Company"), the limited liability
company named as principal in this Agreement; is aware that the operating agreement of the
Company authorizes the Manager to execute documents on behalf of the Company; and this
Agreement was signed and delivered by the Company as its voluntary act duly authorized by a
proper resolution of its Member.
SUBSCRIBED AND SWORN to before me.
Notary Public
My Commission Expires:
Everest\Bethany\Falcon Dev Agmt clean 11 12 2010 15