MARBELLA RANCH GUARANTY PERFORMANCE PARCEL 1.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
(Marbella Ranch Parcel 1)
Date: The date of this GUARANTY OF PERFORMANCE (the "GUARANTY1 is July 19, 2017.
Parties: The parties to this Guaranty are as follows:
Marbella Ranch Limited Partnership, a Delaware Limited Partnership ("Principal");
and
LENNAR ARIZONA, INC., an Arizona corporation ("Lennar"), and MERITAGE HOMES OF
ARIZONA, INC., an Arizona corporation ("Meritage" and, together with Lennar, collectively,
"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
3969.73.1131077.7

WHEREAS, Principal now seeks subdivision plat approval for the final plat of the Property (the
"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"), as well as all off-site
improvements required as conditions to approval of said Final Plat by the Maricopa
County Board of Supervisors or by any ordinances or regulations generally applicable
to developers of subdivisions within unincorporated Maricopa County unless altered
or waived by said Board, as specifically described on Exhibit C attached hereto (the
"Offsite 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, 2017 (the "Expiration Date"), to install all Onsite
Improvements and Offsite 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 and Offsite Improvements; or (ii) provide financial assurance
or assurances of performance of the obligation to install the Onsite Improvements
and Offsite 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 2032(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
3969.73.1131077.7 2

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 29, 2017, the Principal shall withdraw its
application for approval of the Final Plat and this Guaranty shall automatically
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 and the Offsite 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
and the Off site 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.
3969.73.1131077.7 3

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:
Printed Name:
Title: 6 4- A era Al r
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this /3 day of j 0/y , 20 11 , before me personally appeared
He-oy Qr"eff , the 6 ev- r "f"" of
Marbella Ranch Lirritted 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.
zikm DANIEL JOHNSON
NOTARY PUBLIC - ARIZONA
MAR ICOPA COUNTY
My Commission Expires
November 11,2017
3969.73.1131077.6 4 7/10/2017

SURETY:
LENNAR:
AR\2.0N
LENNAR A-RiBerrtA-, INC., an Arizona corporation
STATE OF ARIZONA
) ss.
County of Maricopa
On this Vday , 20 V7A, before me personally appeared
(.-.rwc-dES'On the \k --)tc`NEAThA of
LENNAR ARIZONA, INC., an Arizona corporation, 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.
JANICE L. SPREIER
Notary Public - Arizona
Maricopa County
Expires 04/30/2020
3969.73.1131077.6 5 7/10/2017

SURETY:
MERITAGE:
Ak1Z01\14
MERITAGE H MES OF-ARIZ-FON-A-, [VC., an Arizona corporation
By:
Printed 4 A Ai 0.1
Title:
STATE OF ARIZONA
County of Maricopa
On this KVA \ day of '\..\\*Ik , 20 n , before me personally appeared
\\tX Vt\Oa\.IC1 , the tAA:,\SYC\ of
MERITAGE HOMES OF ARIZONA, INC., an Arizona corporation, 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.
CANDACE C. MALAPANIS
NOM Public- Siete ciAdzome
MARICOPA COUNTY
Commission Expires Apd (I, 2021 karzt..x.\ 31.-
Notary Publfc
3969.73.1131077.6 6 7/10/2017

Accepted and approved for Maricopa County
By:
Chairman, Board of Supervisors
Attest:
By:
Clerk of the Maricopa County Board of Supervisors
Approved as tafairrr<2
Deputy County Attorney
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, 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
3959,711131077.7 7

Exhibit A
Marbella Ranch
NORTHERN AVENUE
MARBELLA RANCH
180± AC
DYSART DRAIN
13
PARCEL 3 PARCEL 4
30.8± AC 34.8± AC 3DYSii4
PARCEL 2-2 0V011
17.5± AC
PARCEL 1
41.6± AC
PARCEL 2-1
22.5± AC
4DRTH GLENDALE AVENUE
Overall Sca[e: Exhibit NTS EPS 2015 S. 101 5. Mes.a. Virke'eard AZ 05210 Ave.
Marbella Ranch GRIP www.eps.c.ro Ac4cA.2214) I 1,74/LIEra2N Li pl nc.corn
3969.73.1131077.7 8

Exhibit B
Parcel 1
Job No. 16-212 June 5, 2017
BEGINNING AT A BRASS CAP IN HAND HOLE MARKING THE SOUTHEAST CORNER OF SAID
SECTION 2, FROM WHICH 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 SOUTHEASTERLY 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.
3969.73.1121077.7 9

Exhibit C
Offsite Improvements
• Construct temporary southbound right turn lane and northbound left turn lane on El Mirage at
Myrtle, as shown on the approved plans
• Construct half-width improvements on El Mirage adjacent to the Property, as shown on the
approved plans; provided that the construction of such half-width improvements is being
deferred pursuant to a Development Agreement between Principal and Beneficiary
3969.73.1131077.7 10