MARBELLA RANCH DEVELOPMENT AGREEMENT.PDF

When Recorded Return To:
Marieopa County Planning and Development Department
501 North 44th Street, Suite 200
Phoenix, Arizona 85008
Attention: Darren Gerard
Marieopa County Depai Inient of Transportation
2901 West Durango Street
Phoenix, Arizona 85009
Attention: Michele Kogl
DEVELOPMENT AGREEMENT
(Marbella Ranch)
Date: The date of this Development Agreement (the "Agreement") is July 19, 2017.
Parties: The parties to this Agreement are as follows:
Maricopa County, a political subdivision of the State of Arizona ("Maricopa County"
or the "County")
and
Marbella Ranch Limited Partnership, a Delaware Limited Partnership ("Owner" and,
together with County, each a "Party" and together, the "Parties").
RECITALS
WHEREAS, Arizona Revised Statutes ("ARS") §11-1101 provides an opportunity for counties
to enter into development agreements with owners of, or other persons having an interest in, real
property within an approved subdivision to help mitigate the fiscal impacts of such development;
and
WHEREAS, Owner holds fee title to certain real property approximately depicted on Exhibit A
attached hereto, which property is commonly known as "Marbella Ranch;" and
WHEREAS, Owner intends to develop the portion of Marbella Ranch described and depicted on
Exhibit B ("Parcel 1") as a residential subdivision; and
WHEREAS, the subdivision regulations applicable to the development of Parcel 1 require the
that the typical western half-street improvements to El Mirage Road adjacent to Parcel 1 (the
"Deferred Infrastructure") be constructed at the same time as the subdivision improvements on
Parcel 1; and
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WHEREAS, County has agreed to allow Owner to defer the improvement of the Deferred
Infrastructure to coincide with the earliest of (i) demand by County that the Deferred
Infrastructure be installed, which demand may not be made sooner than five (5) years from the
date of this Agreement; (ii) development of any portion of Marbella Ranch between Parcel 1 and
the Dysart Drain approximately depicted on Exhibit C ("Parcel 4"); or (iii) development of any
portion of Marbella Ranch located north of the Dysart Drain, subject to and in accordance with
the terms of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the above premises and the mutual covenants and
agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
I. Incorporation of Recitals. The Parties acknowledge the truth and accuracy of the foregoing
recitals and incorporate them herein by this reference.
2. Agreement on Timing of Improvements. The improvement of the Deferred Infrastructure
is hereby deferred to coincide with the earlier of (i) demand by County that the Deferred
Infrastructure be installed, which demand may not be made sooner than five (5) years from
the date of this Agreement; (ii) development of any part of Parcel 4; or (iii) development of
any portion of Marbella Ranch located north of the Dysart Drain. The Deferred
Infrastructure is not required to be constructed coincident with development of Parcel 1.
3. Agreement on Scope of Financial Assurances. Owner shall provide a financial assurance,
in the form acceptable to Maricopa County in accordance with its subdivision regulations and
the requirements of the Maricopa County Department of Transportation, for the construction
of the Deferred Infrastructure prior to recording of the final plat for Parcel l (the "Deferred
Infrastructure Assurance"). The Deferred Infrastructure Assurance shall be in the amount
of $364,643.40 unless otherwise agreed between Owner and County.
4. Agreement on Release of Financial Assurance. The Deferred Infrastructure Assurance
shall be released pursuant to applicable statutes, ordinances and regulations, with the
Deferred Infrastructure Assurance being judged on a separate/standalone basis as to the
Deferred Infrastructure it secures.
5. Party Representatives. Each party shall designate and appoint a representative to act as a
liaison between the County, including its various departments, and Owner. The initial
representative for the County shall be the Planning and Development Department Director or
the Director's designee, the initial representative for Owner shall be Brian Hegardt or as
otherwise identified by such Party from time to time. The representatives shall be available
upon reasonable advance written notice at all reasonable times to discuss and review the
performance of the Parties to this Agreement.
6. Runs with the Land. This Agreement shall run with the land known as Marbella Ranch,
including Parcel 1 and Parcel 4, and be for the benefit of and be binding upon the Parties
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hereto and their respective heirs, personal representatives, successors and assigns, except as
described in Section 7 below. This Agreement shall not run with or affect, or constitute an
exception to title to, the portion of Marbella Ranch located to the west of Parcel 1 and
commonly known as Parcel 2, and, if requested by Owner or another owner of Parcel 2 (or
such owner's title company), County will execute such additional documents and releases as
may reasonably be requested to confirm that this Agreement does not affect Parcel 2, all at
no cost or expense to County.
7. Termination.
(a) This Agreement shall terminate without the execution or recordation of
any further document or instruction as to (i) any residential lot set forth in the recorded
final plat with respect to Marbella Ranch upon conveyance of such residential lot to the
end purchaser or user thereof (a "Retail Purchaser"); and (ii) any tract, parcel or right of
way conveyed or dedicated to a homeowner's association, the County, or a utility
provider upon such dedication or conveyance, and thereupon such residential lot or tract
or parcel shall be released from and no longer be subject to or burdened by the provisions
of this Agreement. Any title insurer can rely on this Section 7(a) when issuing any
commitment to insure title or when issuing a title policy in connection with the sale of a
particular residential lot, tract or parcel within Marbella Ranch and, accordingly, not
show this Agreement as an exception to the title of such residential lot, tract or parcel.
County will, upon receipt of written request therefor, execute, acknowledge and cause to
be recorded any additional documents that may reasonably be requested to confirm this
Section 7(a).
(b) This Agreement shall terminate without the execution or recordation of
any further document or instruction upon the completion of the Deferred Infrastructure
and the County's acceptance thereof. Upon such acceptance, County will, upon receipt
of written request therefor, execute, acknowledge and cause to be recorded any additional
documents that may reasonably be requested to confirm this Section 7(b).
8. Governing Law. This Agreement shall be governed by and construed under the laws of the
State of Arizona.
9. Notices. All notices or communications under this Agreement shall be in writing and shall
be sent to the address set forth below by (A) hand delivery, (B) U.S. Mail, registered or
certified, return receipt requested, or (C) recognized and reputable overnight delivery service:
If to the County, to: Maricopa County Planning and Development Department
501 North 44th Street, Suite 200
Phoenix, AZ 85008
Attn: Darren Gerard
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If to Owner, to: Marbella Ranch Limited Partnership
18835 N. Thompson Peak Parkway, Suite 215
Scottsdale, AZ 85255
Attn: Brian Hegardt
With a copy to: Lennar Arizona, Inc.
1725 West Greentree Drive, Suite 114
Tempe, Arizona 85284
Attn: Jeff Gunderson
And a copy to: Meritage Homes of Arizona, Inc.
8800 East Raintree Drive, Suite 300
Scottsdale, AZ 85260
Attn: Bruce Schroeder
or at such other address, and to the attention of such other person or officer, as any Party may
designate in writing by notice duly given pursuant to this Section. Notices shall be deemed
received (A) when delivered to the Party, (B) three (3) business days after being placed in the
U.S. Mail, properly addressed, with sufficient postage, or (C) the following business day
after being given to a recognized overnight delivery service, with the person giving the notice
paying all required charges and instructing the delivery service to deliver on the following
business day. A Party may change its address for notices by giving notice in accordance with
this Section.
10. No Partnership. Subject to the provisions of Section 7, no term or provision of this
Agreement is intended to benefit any person, partnership, corporation, limited liability
company, or other individual or legal entity not a party hereto, and no such other person,
partnership, corporation, limited liability company, or other individual or legal entity shall
have any right or cause of action hereunder.
11. Good Standing and Authority. The Parties represent and warrant that each is duly formed
and validly existing under Arizona laws 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.
12. Recordation. This Agreement shall be recorded in its entirety in the Official Records of
Maricopa County, Arizona, not later than ten (10) days after its full execution.
13. 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 day 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 shall be deemed to expire at 5:00 p.m. (Arizona time) on the last
day of the applicable time period provided herein.
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14. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which shall 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 attached to a single instrument so that the signatures of all Parties
may be physically attached to a single document.
15. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
hereto pertaining to the timing of construction of the Deferred Infrastructure. All prior and
contemporaneous agreements, representative and understandings of the Parties with respect
to the timing of construction of the Deferred Infrastructure, oral or written, are hereby
superseded and merged herein.
16. Time of the Essence. Time is of the essence of this Agreement and each and every provision
hereof.
17. Amendment. This Agreement may be amended only by written document signed by the
County and the owner(s) of Parcel l and Parcel 4 (excluding any Retail Purchasers, utility
providers and homeowners' associations).
[SIGNATURES FOLLOW]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
COUNTY:
M_ARICOPA COUNTY
a political subdivision of the State of Arizona
By:
Chairman, Maricopa County Board of Supervisors
Atte,st:
By
Clerk of the Maricopa County Board of Supervisors
STATE OF ARIZONA
) as.
County of Maricopa
On this day of • 20 , before me personally appeared
, the Chairman of Maricopa County Board of Supervisors, for and on
behalf of Marieopa County, a political subdivision of the State ofArizona, 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. thathe or she signed the above/attached document.
Notary Public
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OWNER:
Marbella Ranch Limited Partnership,
a Delaware Limited Partnership
By: r
Printed Name: 4'.01
Title: e7"4
STATE OF ARIZONA
County of Maricopa
On this I?/4 day of i , 20 /7, before me personally appeared
il_4( I/ 4 r e-/14— the -e° fr- 7 As" of
Marbella Ranch Liaited Partnership, a Delaware Limited Partnership, 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 Publ c
DANIEL JOHNSON
NOTARY PUBLIC - ARIZONA
MARICOPA COUNTY
My Commission Expires
November 11,2017
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Exhibit "A"
Marbella Ranch
NORTHERN AVENUE
MARBELLA RANCH
180± AC
-V
PARCEL 3 PARCEL 4
30.8± AC 34.8± AC
111
PARCEL 2-2
17.5_ AC
PARCEL 1
41.6± AC
PARCEL 2-1
22.5± AC
NORM GLENDALE AVENUE
Overall Scale: Exhibit NTS EPS 20.15 Ste, 101 5, to-Ase, Vineyard AZ 05210 Ave.
Marbella Ranch GROUP www,epscroupinc,com 1:4eu.sr.dazsoli-7.4aaxzza
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Exhibit "B"
Parcel 1
BEGINNING AT A BRASS CAP IN HAND HOLE MARKING THE SOUTHEAST CORNER OF
SAID SECTION 2, FROM WIECH A BRASS CAP FLUSH MARKING THE SOUTH QUARTER
CORNER OF SAID SECTION 2, BEARS NORTH 89 DEGREES 03 MINUTES 02 SECONDS WEST,
A DISTANCE OF 2,606.75 FEET;
THENCE ALONG THE SOUTH LINE OF SAID SECTION 2, NORTH 89 DEGREES 03 MINUTES 02
SECONDS WEST, 1340.45 FEET;
THENCE NORTH 1 DEGREES 22 MINUTES 23 SECONDS WEST, 1320.00 FEET;
THENCE SOUTH 89 DEGREES 03 MINUTES 02 SECONDS EAST, 593.49 FEET;
THENCE NORTH 0 DEGREES 56 MINUTES 58 SECONDS EAST, 30.00 FEET TO THE
BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHWEST, FROM WHICH THE
RADIUS POINT BEARS NORTH 0 DEGREES 56 MINUTES 56 SECONDS EAST A DISTANCE OF
20.00 FEET;
THENCE NORTHEASTERLY 31.42 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT
THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 28 SECONDS;
THENCE ON A NON-TANGENT LINE SOUTH 89 DEGREES 03 MINUTES 02 SECONDS EAST,
50.00 FEET TO THE BEGINNING OF A NON-TANGENT CURVE, CONCAVE NORTHEAST,
FROM WHICH THE RADIUS POINT BEARS SOUTH 89 DEGREES 02 MINUTES 32 SECONDS
EAST A DISTANCE OF 20.00 FEET;
THENCE SOUTHEAS 1ERLY 31.42 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT
THROUGH A CENTRAL ANGLE OF 90 DEGREES 00 MINUTES 30 SECONDS;
THENCE SOUTH 89 DEGREES 03 MINUTES 02 SECONDS EAST, 549.03 FEET TO THE
BEGINNING OF A CURVE, CONCAVE NORTHWEST, HAVING A RADIUS OF 40.00 FEET;
THENCE NORTHEASTERLY 64.45 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT
THROUGH A CENTRAL ANGLE OF 92 DEGREES 19 MINUTES 21 SECONDS;
THENCE ON A NON-TANGENT LINE NORTH 89 DEGREES 08 MINUTES 47 SECONDS EAST,
11.14 FEET;
THENCE NORTH 0 DEGREES 51 MINUTES 13 SECONDS WEST, 145.11 FEET;
THENCE NORTH 4 DEGREES 56 MINUTES 21 SECONDS EAST, 177.78 FEET;
THENCE NORTH 88 DEGREES 37 MINUTES 37 SECONDS EAST, 33.00 FEET To A POINT ON
THE EAST LINE OF SAID SECTION 2;
THENCE ALONG SAID EAST LINE, SOUTH 1 DEGREES 22 MINUTES 23 SECONDS EAST,
1716.03 FEET TO THE POINT OF BEGINNING.
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MARBELLA RANCH PARCEL I
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GLENDALE AVENUE
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Marbella Ranch
3969.73.1137657.7 10

Exhibit "C"
;.•4 L.0 CL) 1I( •Tr
LID
300
scale
0
300
cr) CD CD CO
feet 600 L1 Cl
SCHEDULE S89
.
DECEMBER MARBELLA NORM N89'03'02''W PARCEL PARCEL 05'15E
2
-
4F L4 4G 686.24' S89.05'15”E
14, PARCEL 663.49'
RANCH W. L20 L19
2016 4 L22—" L18-- L8 99.46' FOUND
re) — \
MAP —
//—L16 L6 BRASS EAST
L17 L7
GLENDALE L15 CAP SEC110N
N89'03'02"W PARCEL PARCEL —L10 IN
L12 S890515E 2, QUARTER—CORNER
HANDHCLE T2N,
4E 4H
676.96' 555.25' R1W
AVE. L13 155.12'—.4
CD 00
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IN
4., FOUND SECTION SOUTHEAST
www.epsgroupinc.com HANDHOLE
1 BRASS 2,
GROUP EPS OF CAP T2N, CORNER
2 R1W
396933. 1137657.7