GRANITE VISTA DEVAGREEMENT_5-20-15 BOS.PDF

Granite Vista Development Agreement
When Recorded Return To:
Maricopa County Planning and Development Department
501 North 44th Street, Suite 200
Phoenix, AZ 85008
Attention: Darren Gerard
Maricopa County Department of Transportation
2901 West Durango Street
Phoenix, Arizona 85009
Attention: Jack Situ
Date The date of this Development Agreement ("Agreement") is kee. I
2015.
Parties The parties to this Agreement are (collectively referred to herein as the "Parties" or
individually as the "Party"):
A. Maricopa County, a political subdivision of the State of Arizona ("Marieopa County" or
the "County")
501 North 44th Street, Suite 200
Phoenix, Arizona 85008
Attn: Planning and Development Department Director
Phone Number: (602) 506-7139
Fax Number: (602) 506-8369
B. NSHE Brisbane LLC & Sunset Tartesso LLC (Elliott Homes)
c/o Elliott Homes
1400 E. Southern Avenue, Suite 720
Tempe, AZ 85282("Owner")
Attn: Jeff Klem
Phone Number: 480-831-9200
Facsimile Number: 480-831-9300

Recitals
WHEREAS, Mancopa County is a growing county with respect to population, and
expects population growth to continue in the foreseeable future; and
WHEREAS, a sizeable portion of this population growth will occur in unincorporated
areas as a result of large master-planned communities (also known as Development Master Plans
or DMPs) that will include a significant number of residents and various types of land uses; and
WHEREAS, Maricopa County encourages large acreage projects to obtain a
Development Master Plan prior to rezoning; and
WHEREAS, the Board of Supervisors recognizes that it must exercise its authority to
accommodate growth in an efficient manner that protects Maricopa County residents and
taxpayers from undue fiscal burdens; and
WHEREAS, Arizona Revised Statute §11-1101 provides an opportunity for counties to
enter into development agreements with landowners of Development Master Plans to help
mitigate the fiscal impacts of such development; and
WHEREAS, Owner owns certain real property comprising a total of approximately four
hundred seventy (470) acres, which property is legally described on Exhibit A attached hereto
(the "Property"). The Property does not include any property owned by the Arizona State Land
Department, is within the boundaries of the County and is not currently within the boundaries of
any incorporated town or city; and
WHEREAS, Owner represents and warrants that it is the fee title owner of the Property
and has good and marketable title to the Property or otherwise has an interest in the Property as
described in Arizona Revised Statute §11-1101 B; and
WHEREAS, Maricopa County is entering into this Agreement with Owner for the
Development Master Plan known as Granite Vista (the "Granite Vista DMP") in accordance
with ARS §§11-251, 11-251.05 and 11-1101 to help ensure timely and efficient development of
infrastructure and services for future residents within the Property, and to help minimize fiscal
impacts to Maricopa County residents and taxpayers; and
WHEREAS, Maricopa County's approval of the Granite Vista DMP included a
stipulation requiring Owner to enter into a development agreement with Maricopa County;
THEREFORE, the Parties agree to the following provisions of this Agreement for the
Granite Vista DMP in their entirety.
1. Incorporation of Recitals. The Parties acknowledge the truth and accuracy of the
foregoing recitals and incorporate them herein by this reference.
2. Granite Vista DMP, The Granite Vista DMP is a conceptual plan for future development.
The Granite Vista DMP allows Owner and any future property owner or owners within
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the Property to request zoning and other entitlements consistent with Arizona Revised
Statutes, and consistent with the approved Granite Vista DMP. Maricopa County shall
use the Granite Vista DMP as the approved land use plan for all applicable parcels when
considering all future rezoning cases. Maricopa County agrees to process all related
zoning, platting and other entitlement applications within Granite Vista for Board of
Supervisors' consideration, upon recommendation from the Planning and Zoning
Commission, and, as applicable, building and infrastructure permits in a manner
consistent with Maricopa County procedures in effect at the time of application.
2.1 Granite Vista DMP Amendments. During the term of this Agreement Maricopa
County will not initiate any amendments or revisions to the Granite Vista DMP
without Owner's consent. Major amendments to the Granite Vista DMP shall be
processed by the Maricopa County Board of Supervisors. Any amendment to the
Granite Vista DMP not considered to be a minor amendment shall be processed as
a major amendment. Minor amendments shall be administratively processed and
may be approved at the discretion of the County Planning and Development
Department Director or the County Engineer, as the case may be. Amendments to
the Granite Vista DMP shall be processed in accordance with the Maricopa
County Development Master Plan Guidelines in effect at the time an amendment
is requested, or in accordance with the stipulations/conditions of the Granite Vista
DMP approval.
3. Term. The term of this agreement shall be twenty (20) years from the date the Board of
Supervisors approves this Agreement. In the event development within the Property has
not been completed prior to the expiration of this Agreement, Owner agrees to work with
the County on an extension of this Agreement or a new development agreement. In the
event the Property is annexed into a municipality, this Agreement shall, upon that
annexation becoming final, be null and void and of no further effect, excepting therefrom
any requirements related to roads bordering the Property, which are not annexed but
which remain under the jurisdiction of Maricopa County. The provisions of this
Agreement which pertain to that subject matter, and the respective obligations of the
Parties with regard to them, shall remain in full force and effect notwithstanding such
annexation.
4. DMP Stipulations. All stipulations approved by the Board of Supervisors as part of the
Granite Vista DMP shall remain in effect except as modified by this Agreement or unless
as modified by the mutual agreement of both Parties, and Owner shall be able to rely
upon the Granite Vista DMP and all of the stipulations approved by the Board of
Supervisors as part of the Granite Vista DMP in processing future amendments, platting
and other entitlement applications during the course of development of the Property
5. Interim Storm Water Drainage Facilities. Interim storm water drainage facilities
constructed for the purpose of meeting the drainage requirements of the Maricopa County
Zoning Ordinance (the "Ordinance") shall be secured by perpetual easement(s), dedicated
to the homeowners association to be established for all future residents of the Property
(the "HOA"), until such time as the Maricopa County Planning and Development
Director, or the Director's designee, shall determine in writing that the storm water
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drainage facility is no longer necessary. Any and all such easements shall (i) be executed
and recorded in the Office of the Maricopa County Recorder prior to the approval of any
final plat or improvement permit that relies upon such a facility to meet the requirements
of the Ordinance and (ii) provide that, in the event the HOA shall fail to undertake all
maintenance and related obligations imposed upon it by such easements, the Owner (or
his successors or assigns) shall be obligated to undertake any such obligations in favor of
the County as provided in the easements to the same extent as if the Owner were the
grantee of those easements, until such time as final inspection approval from the County
has been issued for the developed DMP or Owner (or his successors or assigns) no longer
has any ownership interest in the Property. Colored illustrations of the sequencing of
these drainage easements have been prepared and shall remain on file in the office of the
County's Planning and Development Director.
5.1 Regional Drainage Improvements at Northwest Comer of Northern Avenue and
Cotton Lane.
(a) Interim Drainage Facility: Owner shall construct the regional storm water
drainage facility along Northern Avenue. This drainage facility will be
constructed to terminate on an interim basis (with no term of years) at the
northwest corner of Cotton Lane and Northern Avenue ("Interim Drainage
Facility"). The Interim Drainage Facility termination will operate as a
drainage weir, returning flows over the intersection of Cotton Lane and
Northern Avenue at or below historic drainage flow conditions, as
required by the Ordinance. The Owner shall design, construct and install
the Interim Drainage Facility, (i) pursuant to applicable permits issued by
any and all governmental or quasi-governmental agencies, districts,
departments and/or divisions having jurisdiction over the Property, and (ii)
to the standard necessary to serve the portion of the Property for which a
final plat approval is being sought, but in no event below the minimum
applicable MCDOT standards, unless a waiver of said standards is
approved by Maricopa County. . Owner agrees to maintain the Interim
Drainage Facility and associated landscaping.
(b) Ultimate Interim Drainage Facility: Owner shall be responsible only for
constructing and maintaining the Interim Drainage Facility , related
landscaping and drainage improvements pursuant to approved County
permits. Nothing herein shall be deemed as an obligation by Owner to pay
for any design, construction, or installation of any future drainage
improvements to convert the Interim Drainage Facility to an ultimate
regional drainage channel condition, including the future box culvert
crossing beneath Cotton Lane and any associated upstream grading
improvements within the Granite Vista tract.
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6. Marieopa County Department of Transportation ("MCDOT").
6.1 Transportation Infrastructure. Owner shall be responsible for preparing and
submitting one or more traffic impact studies for the Property, which shall be
reviewed and approved by MCDOT ("MCDOT Approved TIS"). Owner shall
only be required to design, construct and install the transportation infrastructure
which any MCDOT Approved TIS demonstrates is necessary to serve the
Property, in accordance with the following provisions. These offsite
transportation improvements required in association with the Granite Vista
development are defined under Sections 6.1(b), (c) and (d) below.
(a) All transportation infrastructure which any MCDOT Approved TIS
demonstrates is necessary to serve the Property that is wholly contained
within the Property (the "On-Site Transportation Infrastructure") shall
be designed, constructed and installed by Owner at its sole cost and
expense pursuant to applicable permits issued by any and all governmental
or quasi-governmental agencies, districts, departments and/or divisions
with jurisdiction over the Property.
(b) All new transportation infrastructure which the applicable MCDOT
Approved TIS demonstrates is necessary to serve the Property located
along the boundaries of the Property or outside the boundaries of the
Property, (the "Off-site Transportation Infrastructure"), shall be
designed, constructed and installed by Owner (i) pursuant to applicable
permits issued any and all governmental or quasi-governmental agencies,
districts, departments and/or divisions with jurisdiction over the Property,
and (ii) to the standard necessary to serve the Property or the portion for
which entitlement is being sought, but in no event below the applicable
MCDOT standards unless a waiver of said standards is approved by
Maricopa County. In the event MCDOT shall require any off-site
infrastructure, which the applicable MCDOT Approved TIS demonstrates
is necessary to serve the Property, be designed, constructed or installed to
a standard needed to serve the Property, Owner shall only be required to
incur the cost to design, construct and install such level of off-site
infrastructure needed to serve the Property to the MCDOT standards. The
balance of the costs to design, construct and install any off-site
infrastructure above the level needed to serve the Property shall be borne
by the County. In the event the County determines it will not be able to
fund its share of the Off-site Transportation Infrastructure at the time
Owner is designing, constructing and installing such portion of the off-site
infrastructure, then Owner shall only be required to design, construct and
install the level needed to serve the Property and the County's decision not
to fund its portion of such off-site infrastructure shall not impact Owner's
ability to timely develop the Property.
(c) Notwithstanding Paragraphs 6.1 (a) and 6.1 (b), for all Transportation
Infrastructure (defined so as to include both on-site and off-site
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infrastructure) that is not under the jurisdiction of MCDOT, Owner shall
only be responsible for satisfying the transportation infrastructure
requirements of the entity or entities with jurisdiction over such
transportation infrastructure, and nothing herein shall be deemed as a
commitment by Owner to pay for the design, construction or installation
of such Transportation Infrastructure. However, no final inspection or
certificate of occupancy shall be issued by the County unless and until
Owner has completed the portion of such Transportation Infrastructure,
that the applicable MCDOT Approved TIS demonstrates is needed to
provide access to the development unit for which the final inspection or
certificate of occupancy is being sought or determined to be substantially
complete by the Planning and Development Department Director, as that
term is defined in Paragraph 6.2 below, and the construction of such
Transportation Infrastructure has been approved and conditionally
accepted (subject only to the warranty period) by the governmental entity
with jurisdiction over the Transportation Infrastructure.
(d) The specific off-site transportation infrastructure requirements shall be:
Cotton Lane
1) Owner shall construct the west half width
improvements for Cotton Lane adjacent to the Property
pursuant to applicable County standards, including
pavement for a new continuous center turn lane and interim
striping to promote optimum operations, sidewalk, and
landscaping. These improvements shall be installed for the
entire length of the Property frontage in Phase lA on
Cotton Lane.
2) Owner shall dedicate 65 feet of right-of-way for
the west half of Cotton Lane and the sidewalk easement
along the entire length of the Property with the Phase IA
plat.
Northern Avenue
1) Owner shall construct the north half width
improvements for Northern Avenue adjacent to the
Property pursuant to applicable County standards,
including pavement for a new continuous center turn lane
and one new westbound travel lane (and interim striping to
promote optimum operations), and landscaping. These
improvements shall be installed for the entire length of
each development phase's frontage adjacent to Northern
Avenue.
2) Owner shall construct the sidewalk
improvements north of a regional drainage channel along
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Northern Avenue within a Granite Vista tract, within a
dedicated sidewalk easement to the benefit of the public as
a part of Phase 1 improvements along Northern Avenue
between the Cotton Lane roadway improvements and the
central Granite Vista amenity area (approximately 2,000
lineal feet). Owner shall construct the sidewalk
improvements to the west of these initial improvements for
the remainder of the Granite Vista Property's frontage
along Northern Avenue with the Phase 2 improvements.
3) Owner shall also construct (with the north half
street improvements) a natural surface pathway (six feet
wide) along the north edge of the dedicated Northern
Avenue right-of-way as a part of Phase 1A for the entire
length of the Property.
4) Owner shall dedicate 65 feet of right-of-way
for the north half street of Northern Avenue and the
sidewalk easement with the Phase lA plat.
Citrus Road
1) Owner shall construct the east half width
improvements for Citrus Road adjacent to the Property
pursuant to applicable County standards, including
pavement for two northbound lanes (and interim striping to
promote optimum operations), curb, gutter, sidewalk and
landscaping, with the development of Phase 3 of Granite
Vista. These improvements shall be for the entire length of
the Property's frontage along this roadway.
2) Owner shall dedicate 65 feet of right-of-way
for the east half street of Citrus Road for the length of the
Property.
3) MWD Well Site Relocation. If MCDOT
determines that such relocation is required, the MWD well
site, located at the intersection of Olive Avenue and Citrus
Road, will be relocated to a new site approved by MCDOT
at no cost to the Owner
6.2 Infrastructure Cometed. Owner shall provide financial assurances to guarantee
the construction of the Transportation Infrastructure, as defined in Section 6.1, as
applicable), which a MCDOT approved TIS demonstrates is necessary to serve
the phase of development on the Property associated with said MCDOT
Approved TIS, and related drainage improvements, in accordance with the
County's adopted financial assurance policies and procedures. The certificate of
occupancy shall not be issued by the County for any home in Granite Vista,
unless and until Owner has substantially completed the portion of the
Transportation Infrastructure, which the applicable MCDOT Approved TIS in
each instance demonstrates is needed to provide access (including secondary
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access constructed in accordance with MCDOT's generally applicable standards)
to the development unit for which the certificate of occupancy is being sought,
and such Transportation Infrastructure has been treated as final by MCDOT
and/or has been determined to be substantially complete by the Planning and
Development Department Director. For purposes of the transportation
infrastructure under MCDOT's jurisdiction, the term "substantial completion" as
used in this paragraph shall mean the final inspection by the County has been
completed with only a punch list of items to be addressed, none of which shall be
public health and safety items ("Substantial Completion"). Owner shall provide
written notification within every sales contract regarding the issuance of
certificates of occupancy being conditioned on the Substantial Completion of the
applicable portion of the identified Transportation Infrastructure as described in
Paragraphs 6.1 (c) and 6.2, and the receipt of said written notice shall be
acknowledged in writing by the purchaser.
6.3 Independent Requirements. All transportation infrastructure requirements set
forth in this Agreement are separate from and in addition to any and all
transportation infrastructure requirements imposed on the Property by the Arizona
Department of Transportation (ADOT) and/or the United States Department of
Transportation (USDOT).
6.4 Right-of-Way Acquisition. In the event Owner is required to obtain off-site right-
of-way, Owner shall obtain such right-of-way in fee simple, lien and debt free.
Owner shall also obtain any and all easements and rights-of-entry and/or other use
rights on or about all the real property that may be useful or necessary to perform
all activities incident to the construction obligations of the Owner. Owner shall
use commercially reasonable, good faith efforts to obtain any off-site right-of-
way. If the property owner chooses to refuse Owner's offer of compensation for
the right-of-way or off-site rights, the Owner shall provide to the County a copy
of the property owner's refusal of compensation. The County shall assist Owner
in acquiring the off-site right-of-way, up to and including, its use of its
condemnation authority. Prior to the County initiating a condemnation action,
Owner shall submit a cash purchase offer to the property owner for the off-site
right-of-way based on an appraisal report. The appraisal report shall be in
narrative form prepared by an independent fee appraiser selected from the
County's list of approved appraisers and such appraiser shall be licensed by the
State of Arizona. The purpose of the appraisal report is to determine the just
compensation due to the property owner under Arizona law for the right-of-way
being acquired. All appraisals shall have a date of valuation within six (6) months
of Owner's offer to purchase. Owner shall keep a negotiator's report detailing
contacts and negotiations that have been made with the property owners. If
Owner is unable to obtain any necessary off-site right-of-way, Owner may submit
to the County a request for condemnation action. The County shall determine
Owner's compliance with the negotiation requirement based upon a commercially
reasonableness standard and may refuse to condemn if Owner has not made a
commercially reasonable, good faith effort to negotiate with the property owner.
The County, at its discretion, may determine that the appraisal submitted by the
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Owner is not suitable for condemnation action. The County will then select an
independent fee appraiser to prepare an appraisal report. Owner will pay all costs
associated with condemnation action including, but not limited to legal fees and
expenses, court costs, expert witness fees, appraisal fees, and title fees. The
County Attorney or contract counsel to Maricopa County, as determined by the
County Attorney, shall file and prosecute the cases accepted for condemnation by
the County. Owner shall be copied on all filings and provided documentation of
all proceedings. The timing and priority of the County's involvement in any
acquisition condemnation action will be dictated solely by the Public Works Real
Estate Division's manpower and resource availability, and its capability to first
meet the acquisition and condemnation needs of County Departments. In any
case in which the County will be acquiring land, Owner shall prepare the
following and provide to the Public Works Land and Right-of-Way Division:
(a) Parcel list of affected properties containing the owner's name and the
Maricopa County Assessor's parcel number.
(b) Preliminary commitment for title insurance in the amount of the appraisal
report.
(c) Legal descriptions prepared by a registered land surveyor in a format
acceptable to the County.
(d) Plan map depicting the properties to be acquired in compliance with
County requirements.
(e) Appraisal report as described above with the County named as co-client of
the appraisal report.
(f) Negotiator's report detailing the efforts taken by the Owner to acquire the
off-site right-of-way.
(g) Litigation Guarantees in the amount of the appraisal report for any parcel
requiring condemnation action.
7. Maricopa County Environmental Services Department (MCESD)
7.1 Wastewater Treatment Infrastructure: Capacity, Treatment and Operations:
(a) Wastewater service for the number of lots in PhaselB of the Granite Vista
development is dependent upon construction of additional capacity (gallons per day) at
wastewater treatment facilities owned by EPCOR Water Arizona, Inc. For a home to obtain a
building permit in PhaselB within the Granite Vista development, the Owner shall obtain written
confirmation from the wastewater utility provider that wastewater treatment capacity is available
for the specified lot or lots. As soon as the Owner has submitted the written confirmation of
wastewater treatment capacity for each lot in PhaselB, this provision shall be deemed satisfied
and will not affect the balance of the Granite Vista development.
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8. Future Development Fees. If Maricopa County adopts an impact fee ordinance prior to
expiration of this Agreement, such impact fees shall supersede the applicable fees
approved by the Maricopa County Board of Supervisors as part of the stipulations for the
Granite Vista DMP for any undeveloped portion of the Property and to the extent that
such impact fees relate to the same substantive matter. All other fees approved by the
Board of Supervisors as part of the Granite Vista DMP stipulations shall remain in effect.
Notwithstanding the foregoing, in the event Maricopa County adopts an impact fee for
public infrastructure provided or to be provided by Owner, then such impact fee shall not
be assessed or collected within the Property.
9. Water and Wastewater Service. The County shall have no obligation to provide or
maintain a water or wastewater system for the Property, and Owner shall cause the
Property to be provided water and wastewater service without -- cost or expense to the
County. In the event the County adopts a development, impact or any other type fee that
addresses either water system or wastewater system infrastructure, such fee(s) shall not
be assessed or collected within the Property.
10. Fire Service. The County shall have no obligation to provide fire protection or
emergency medical services to the Property, and Owner shall cause the Property to be
provided with fire protection and emergency medical services without cost or expense to
the County, hi the event the County adopts a development, impact or any other type fee
that addresses either fire protection or emergency medical services, such fee(s) shall not
be assessed or collected within the Property.
11. Conflict of Interest. This Agreement is subject to the provisions of AR, S. § 38-511.
12. Party Representatives. To further the cooperation of the Parties in implementing this
Agreement, each 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 Jeff Klem, or as identified by
Owner from time to time. The representatives shall be available at all reasonable times to
discuss and review the performance of the Parties to this Agreement.
13. Review Process. The implementation of this Agreement shall be in accordance with the
development review process of the County.
14. Default. Failure or unreasonable delay by any party to perform or otherwise act in
accordance with any term or provision hereof shall constitute a breach of this Agreement
and, if the breach is not cured within thirty (30) days after written notice thereof
(pursuant to Section 20 of this Agreement) from a non-breaching party (the "Cure
Period") shall constitute a default under this Agreement; provided, however, that if the
failure is such that more than thirty (30) days would reasonably be required to cure the
default or comply with any term or provision hereof, then the breaching party shall have
such additional time as may be necessary to perform or comply so long as the breaching
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party commences performance or compliance within said thirty (30) day period and
diligently proceeds to complete such performance or fulfill such obligation. Any notice
of a breach shall specify the nature of the alleged breach in the manner in which said
breach may be satisfactorily cured, if possible.
15. Remedies. In the event of a default hereunder with regard to obligations that have been
assigned to a purchaser of a portion of the Property (the "Assigned Portion") pursuant to
the provisions of this Agreement, the County's remedies shall be limited to the Assignee
(as defined in Section 16 of this Agreement) and the Assigned Portion, unless such
defaults from the Assignee of the Assigned Portion adversely affect the remainder of the
Granite Vista DMP either wholly or partially; such remedies shall include the right to the
partially terminate this Agreement as to the Assigned Portion. Maricopa County shall
take no action against and seek no remedy adversely affecting Owner, including without
limitation withholding or delaying any governmental approval of entitlements or
improvements on the balance of the Property, unless such defaults from the Assignee as
to the Assigned Portion adversely affect the remainder of the Granite Vista DMP either
wholly or partially.
16. Assignments, This Agreement shall run with the land and be for the benefit of and be
binding upon the Parties hereto and their respective heirs, personal representatives,
successors and assigns, except with respect to individual homeowners within the
Property. Notwithstanding the foregoing, Owner shall have the unilateral right, upon ten
(10) days prior written notice to the County, to assign all or part of its rights or
obligations hereunder to any one or more persons or entities acquiring the Property (or
any portion thereof) or any financial interest therein ("Assignee"). Owner's rights and
obligations hereunder may only be assigned by a written instrument, recorded in the
Official Records of Maricopa County, Arizona, expressly assigning such rights and
obligations.
17, Termination Upon Sale of Residential Lots. Except as otherwise provided herein, the
Parties hereby acknowledge and agree that this Agreement is not intended to and shall not
create conditions or exceptions to title or covenants running with the individual
residential lots within the Property and any tracts or land intended to be dedicated or
conveyed to the County, any utility provider, any homeowners association or any school
district. Therefore, in order to alleviate any concern as to the effect of this Agreement on
the status of title to any of the Property, so long as not prohibited by law, this Agreement
shall terminate without the execution or recordation of any further document or
installment as to any finally subdivided residential lot or any tract or parcel dedicated to
the County utility provider or any school, 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 Paragraph 16 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 the Property and, accordingly, not show
this Agreement as an exception to the title of such residential lot, tract or parcel.
18. Dispute Resolution. In the event that there is a dispute hereunder which the Parties
cannot resolve between themselves, the Parties agree that there shall be a forty-five (45)
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day moratorium on litigation during which time the Parties agree to attempt to settle the
dispute by nonbinding mediation before commencement of litigation. The matter in
dispute shall be submitted to a mediator mutually selected by the Parties. In the event
that the Parties cannot agree upon the selection of a mediator within seven (7) days, then
within three (3) days thereafter, the County and Owner shall request the presiding judge
of the Superior Court in and for the County of Maricopa, Arizona, to appoint an
independent mediator. The mediator selected shall have at least five (5) years experience
in mediating or arbitrating disputes relating to development. The cost of any such
mediation shall be divided equally between the County and Owner. The results of the
mediation shall be nonbinding on the Parties, and any Party shall be free to initiate
litigation subsequent to the moratorium.
19. Governing Law. This Agreement shall be governed by and construed under the laws of
the State of Arizona.
20. Notices. All notices or communications under this Agreement shall be in writing and
mailed or faxed to the addresses set forth in this Agreement; copies of all notices to the
County shall also be sent to the Maricopa County Attorney, Civil Services Division,
Attn: Planning and Development. Any Party may, upon ten (10) days' prior written
notice to the other Party as provided herein, change its address for purposes of notices
hereunder.
21. Owner Obligations. Unless expressly and specifically set forth herein or in any
stipulation or condition of the Granite Vista DMP or other related entitlement, Owner
shall not have the obligation to take any action, expend any monies, convey any land,
incur any costs, and/or pay any amounts to or for the benefit of, the County or any other
party.
22. No Partnership. Subject to the provisions of Paragraph 16, 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.
23. 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.
24 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.
25. 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
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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.
26. Further Documentation. The Parties agree in good faith to execute such further or
additional instruments and documents and to take such further acts as may be necessary
or appropriate to fully carry out the intent and purpose of this Agreement.
27. Fair interpretation. The Parties have been represented by counsel in the negotiation and
drafting of this Agreement and this Agreement shall be construed according to the fair
meaning of its language. The rule of construction that ambiguities shall be resolved
against the Party who drafted a provision shall not be employed in interpreting this
Agreement.
28. Headings. The headings of this Agreement are for purposes of reference only and shall
not limit or define the meaning of any provision of this Agreement.
29. 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.
30. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
hereto pertaining to the subject matter hereof. All prior and contemporaneous
agreements, representative and understandings of the Parties, oral or written, are hereby
superseded and merged herein.
31. Time of the Essence. Time is of the essence pertaining to this Agreement.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set
forth above.
COUNTY:
MARICOPA COUNTY,
An Arizona county
By:
Chairman, Maricopa County Board of Supervisors
ATTEST:
By:
Clerk of the Maiicopa County Board of Supervisors
APPROVED AS TO FORM:
By:
County Attorney
STATE OF ARIZONA
) ss.
County of Maricopa
On this day of , 201 , before me personally appeared
, the of MARICOPA COUNTY, an Arizona 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
[Affix notary seal here]
14

OWNER
NSHE LLC & Sunset Tartesso LLC
c/o Elliott Homes
1400 E. Southern Ave., Suite 7L0
Tempe, AZ 85282
7 5 "71
Name: Ly? it-,z A-Ye
Its: A-j7Li7,.3„ -7- /)ce. /5?-e,f (cle-07
Date:
STATE OF ARIZONA
) ss.
County of Maricopa
)S1-
On this day of _ (11 , 2015 , before me personally appeared J
the _/±Afil--. of ,V4.2 -1Wi7"1-e2.5i30 1 LL , ll. Mai7ad/i4 Mein
, for and on behalf thereof, whose identity was proven to me on the basis of satisfactory 6F NSHE
evidence to be the person who he or she claims to be, and acknowledged that he or she signed the gribai7e,-
above/attached document. LL
AMY L. BRINSON
Notary Public -Ariz*
Maricopa County
My Comm. Expires Mar 19, 2017
[Affix notary seal here]
OtS1NDEMEIMMACOlon & Nurthern‘DoceEranite Vista DA- Bob SIT. cdits 408 15- FINAL VF,12510N.docY

EXHIBIT "A"
GRANITE VISTA DMP BOUNDARY DESCRIPTION
A PORTION OF LAND LOCATED IN SECTION 35, TOWNSHIP 3 NORTH, RANGE 2 WEST OF THE
GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 35 BEING MARKED BY A BRASS
CAP IN HANDHOLE, FROM WHICH THE NORTH QUARTER CORNER OF SAID SECTION 35 BEING
MARKED BY A REBAR WITH BRASS TAG RLS 4 43994 BEARS SOUTH 89 DEGREES 57 MINUTES 33
SECONDS EAST, 2640.01 FEET;
THENCE SOUTH 89 DEGREES 57 MINUTES 33 SECONDS EAST ALONG THE NORTH LINE OF THE
NORTHWEST QUARTER OF SAID SECTION 35 AND THE CENTERLINE OF OLIVE AVENUE, 83.00
FEET TO THE POINT 01 BEGINNING;
THENCE CONTINUING ALONG SAID NORTH LINE SOUTH 89 DEGREES 57 MINUTES 33 SECONDS
EAST, 1200.04 FEET;
THENCE DEPARTING SAID NORTH LINE SOUTH 00 DEGREES 18 MINUTES 13 SECONDS WEST,
208.91 FEET TO THE NORTH LINE OF LOT 4098 OF "RESUBDIVISION OF UNIT NO. 38 OF ROMOLA
OF ARIZONA GRAPE FRUIT UNIT" RECORDED IN BOOK 18 PAGE 38, MARICOPA COUNTY
RECORDS;
THENCE SOUTH 89 DEGREES 48 MINUTES 21 SECONDS EAST ALONG SAID NORTH LINE, 45.72
FEET THE MOST NORTHERLY EAST LINE OF MARICOPA COUNTY ASSESSOR PARCEL NUMBER
(APN) 50240-002U PER DOCUMENT 1987-0374897, MARICOPA COUNTY RECORDS;
THENCE SOUTH 00 DEGREES 18 MINUTES 04 SECONDS WEST ALONG SAID EAST LINE, 672.33
FEET TO THE SOUTHWEST CORNER OF APN 502-10-002W PER DOCUMENT 2001-10445543,
MARICOPA COUNTY RECORDS;
THENCE SOUTH 89 DEGREES 48 MINUTES 17 SECONDS EAST ALONG THE SOUTH LINE OF SAID
APN 502-10-002W, 648.11 FEET TO THE SOUTHEAST QUARTER OF SAID APN 502-10-002W AND
TO A POINT ON THE WEST LINE OF APN 502-10-002V PER DOCUMENT NUMBER 2009-0235167
MARICOPA COUNTY RECORDS;
THENCE NORTH 00 DEGREES 17 MINUTES 56 SECONDS EAST ALONG SAID WEST LINE, 336.17
FEET TO THE NORTHWEST CORNER OF SAID APN 502-10-002V;
THENCE SOUTH 89 DEGREES 48 MINUTES 19 SECONDS EAST, 1296.03 FEET THE SOUTHEAST
CORNER OF APN 502-10-972B PER DOCUMENT 2013-0727608 MARICOPA COUNTY RECORDS;
THENCE NORTH 00 DEGREES 17 MINUTES 40 SECONDS EAST ALONG THE EAST LINE OF SAID APN
502-10-972B, 336.18 FEET TO THE NORTHEAST CORNER OF SAID APN 502-10-9723;
THENCE NORTH 89 DEGREES 48 MINUTES 21 SECONDS WEST ALONG THE NORTH LINE OF SAID
APN 502-10-9728, 38.20 FEET;
Project No.: 13199 Location: Maricopa County, Arizona File: Granite Vista DMP
Hubbard Engineering (Mesa, AZ) Page 1 of 4 aburcham@hubbardengineering.com

THENCE DEPARTING SAID NORTH LINE NORTH 00 DEGREES 18 MINUTES 13 SECONDS EAST,
214.16 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION
35;
THENCE SOUTH 89 DEGREES 57 MINUTES 44 SECONDS EAST ALONG SAID NORTH LINE, 479.13
FEET;
THENCE DEPARTING SAID NORTH LINE SOUTH 00 DEGREES 18 MINUTES 13 SECONDS WEST,
215.47 FEET TO THE SOUTHWEST CORNER OF APN 502-10-976E PER DOCUMENT 2013-0815245
MARICOPA COUNTY RECORDS;
THENCE SOUTH 89 DEGRESS 48 MINUTES 21 SECONDS EAST ALONG THE SOUTH LINE OF SAID
APN 502-10-976E, 207.00 FEET TO A CORNER OF APN 502-10-007D PER DOCUMENT 2012-
0051627 MARICOPA COUNTY RECORDS;
THENCE SOUTH 00 DEGREES 17 MINUTES 33 SECONDS WEST ALONG THE MOST NORTHERLY
EAST LINE OF SAID APN 502-10-007D, 1008.56 FEET TO THE SOUTHWEST CORNER OF APN 502-
1Q-976J PER DOCUMENT 2006-0729532 MARICOPA COUNTY RECORDS;
THENCE DEPARTING SAID EAST LINE SOUTH 89 DEGREES 48 MINUTES 15 SECONDS EAST,
1295.91 FEET TO A LINE 83 FEET WEST OF AND PARALLEL TO THE EAST LINE OF SAID
NORTHEAST QUARTER;
THENCE SOUTH 00 DEGREES 17 MINUTES 16 SECONDS WEST ALONG SAID PARALLEL LINE, 3.85
FEET;
THENCE DEPARTING SAID PARALLEL LINE SOUTH 89 DEGREES 57 MINUTES 44 SECONDS EAST,
83.00 FEET TO A POINT ON SAID EAST LINE;
THENCE SOUTH 00 DEGEES 17 MINUTES 16 SECONDS WEST ALONG SAID EAST LINE, 1415.90
FEET TO THE EAST QUARTER CORNER OF SAID SECTION 35;
THENCE SOUTH 00 DEGREES 16 MINUTES 23 SECONDS WEST ALONG THE EAST LINE OF THE
SOUTHEAST QUARTER OF SAID SECTION 35, 2647.74 FEET TO THE SOUTHEAST CORNER OF SAID
SECTION 35;
THENCE NORTH 89 DEGREES 47 MINUTES 56 SECONDS WEST ALONG THE SOUTH LINE OF THE
SOUTHEAST QUARTER OF SAID SECTION 35 AND THE CENTERLINE OF NORTHERN AVENUE,
2651.07 FEET TO THE SOUTH QUARTER CORNER OF SAID SECTION 35;
THENCE NORTH 89 DEGREES 47 MINUTES 14 SECONDS WEST ALONG THE SOUTH LINE OF SAID
SOUTHWEST QUARTER AND THE CENTERLINE OF NORTHERN AVENUE, 977.80 FEET;
THENCE NORTH 00 DEGREES 18 MINUTES 43 SECONDS EAST ALONG THE SOUTHERLY
PROLONGATION OF THE WEST LINE OF APN 502-10-002Z PER DOCUMENT NUMBER 2012-
0051637 MARICOPA COUNTY RECORDS, 2642.94 FEET TO A POINT ON THE EAST-WEST MID-
SECTION LINE OF SAID SECTION 35 AND THE CENTERLINE OF BUTLER AVENUE;
THENCE NORTH 00 DEGREES 20 MINUTES 17 SECONDS EAST, 78.74 FEET;
Project No.: 13199 Location: Maricopa County, Arizona File: Granite Vista DMP
Hubbard Engineering (Mesa, AZ) Page 2 of 4 aburcham@hubbardengineering.com

THENCE NORTH 00 DEGREES 15 MINUTES 02 SECONDS EAST, 110.00 FEET;
THENCE NORTH 89 DEGREES 47 MINUTES 09 SECONDS WEST, 344.00 FEET;
THENCE SOUTH 00 DEGREES 17 MINUTES 12 SECONDS WEST, 85.00 FEET;
THENCE NORTH 89 DEGREES 47 MINUTES 01 SECONDS WEST 1329.17 FEET TO
A POINT ON THE WEST LINE OF THE NORTHWEST QUARTER OF SAID SECTION 35;
THENCE NORTH 00 DEGREES 18 MINUTES 13 SECONDS EAST ALONG SAID WEST LINE, 2450.38
FEET TO A LINE 83 FEET SOUTH OF AND PARALLEL TO THE NORTH LINE OF SAID NORTHWEST
QUARTER;
THENCE DEPARTING SAID WEST LINE SOUTH 89 DEGREES 57 MINUTES 33 SECONDS EAST ALONG
SAID PARALLEL LINE, 83.00 FEET TO A LINE 83 FEET EAST OF AND PARALLEL TO THE WEST LINE
OF SAID NORTHWEST QUARTER;
THENCE DEPARTING SAID PARALLEL LINE NORTH 00 DEGREES 18 MINUTES 13 SECONDS EAST
ALONG SAID PARALLEL LINE, 83.00 FEET TO THE POINT OF BEGINNING.
EXCEPT THAT PORTION OF LOT 4185 OF "RESUBDIVISION OF UNIT NO. 38 OF ROMOLA OF
ARIZONA GRAPE FRUIT UNIT" RECORDED IN BOOK 18 PAGE 38, MARICOPA COUNTY RECORDS
AND BEING A PORTION OF THE SOUTHEAST QUARTER OF SECTION 35, TOWNSHIP 3 NORTH,
RANGE 2 WEST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA COUNTY, ARIZONA, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 35 BEING MARKED BY A BRASS
CAP IN HANDHOLE, FROM WHICH THE EAST QUARTER CORNER OF SAID SECTION 35 BEING
MARKED BY BRASS CAP FLUSH BEARS NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST,
2647.74 FEET;
THENCE NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST ALONG THE EAST LINE OF SAID
SOUTHEAST QUARTER OF SECTION 35, 1929.83 FEET;
THENCE DEPARTING SAID EAST LINE NORTH 89 DEGREES 43 MINUTES 37 SECONDS WEST,
133.00 FEET TO A POINT ON A LINE 133 FEET WEST OF AND PARALLEL WITH SAID EAST LINE
AND THE POINT OF BEGINNING;
THENCE SOUTH 00 DEGREES 16 MINUTES 23 SECONDS WEST ALONG SAID PARALLEL LINE, 70.00
FEET TO A POINT ON A LINE 1860 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF
SAID SOUTHEAST QUARTER;
THENCE DEPARTING SAID PARALLEL LINE NORTH 89 DEGREES 47 MINUTES 56 SECONDS WEST
ALONG SAID PARALLEL LINE, 110.00 FEET TO A LINE 243 FEET WEST OF AND PARALLEL WITH
SAID EAST LINE;
Project No.: 13199 Location: Maricopa County, Arizona File: Granite Vista DMP
Hubbard Engineering (Mesa, AZ) Page 3 of 4 aburcham@hubbardengineering.com

THENCE DEPARTING SAID PARALLEL LINE NORTH 00 DEGREES 16 MINUTES 23 SECONDS EAST
ALONG SAID PARALLEL LINE, 70.00 FEET TO A POINT ON A LINE 1930.00 FEET NORTH OF AND
PARALLEL WITH SAID SOUTH LINE;
THENCE DEPARTING SAID PARALLEL LINE SOUTH 89 DEGREES 47 MINUTES SG SECONDS EAST
ALONG SAID PARALLEL LINE, 110.00 FEET TO THE POINT OF BEGINNING;
SAID PARCEL CONTAINS 20,369,237 SQUARE FEET OR 467.6133 ACRES, MORE OR LESS.
Project No.: 13199 Location: Maricopa County, Arizona File: Granite Vista DMP
Hubbard Engineering (Mesa, AZ) Page 4 of 4 aburcham@hubbardengineering.com

▪
HUBBARD 1840 S. Stapley Suite 187 Dr.
ENGINEERING Ph: Mesa, 480.892.3313 AZ 85204
www.hubbardengineerIng,com
NW CORNER, OLIVE AVE.
SEC. 35, T3N, R2W N. 1/4 CORNER,
83.00' FND. BCHH SEC. 35, UN, R2W NE CORNER,
P. 0.B. FND. REBAR SEC. 35, T3N,
N. LINE, NW 1/4, N. LINE, NE 1/4, R2W
fr SEC. 35, R2W SEC. 35, T3N, R2W FND. BCHH
S8957 1331- 2640.01' S89'57'44 "E 2659.57'
594
c.cp
(.0 S0'18'04 1'W
, N 797 7 S89'48 '17"E 1296.03'
14-1 Lu cs 648.11 ' 1 • cy et
fr") 1 S89"48 '15"E
CL) bi,)j co c\ I E—W 1295.91'
1-4-1 MID—SECTION
k 0-) EsK__ LINE, SEC. 35,
N89'47'01 "W T3N, R2W
1329.17' L15 ,/—L13 i BUTLER AVE.
LL117 6. - — —/1#1 — 1:
' L19
94
2642.
143"E
N0'18
1673,14' I 977.80' i N8947'56 1W 2651.07'
N8947'14 1'W 2650.94'
S. LINE, SW 1/4, \_ S. LINE, SE 1/4, SE CORNER,
SEC. 35, T3N, R2W SEC. 35, T3N, R2W SEC. 35, T3N,
, S. 1/4 CORNER, R2W
SW CORNER, SEC. 35, T3N, R2W FND. BCHH
SEC. 35, T3N, R2W FND. REBAR
END. BCF NORTHERN AVE.
Granite Vista Project No. Date
13199 01/28/15
DMP BOUNDARY DESCRIPTION lE Sit I of 2
EXHIBIT "A" Project Manager Project Eng,
Maricopa County, Arizona ADRIAN BURCHAM

HUBBARD 18408. &splay Suite 137 Or.
ENGINE EI R NG Ph: Mesa, 480.892.3313 AZ 85204
www.hubbardengineering.corn
LINE TABLE LINE TABLE
LINE # BEARING LENGTH LINE # BEARING LENGTH
Li 58957'33"E 120a04' L21 N8947'56 'W 110.00'
L2 S018 113"W 208.91' L22 NO'16'23"E 70.00'
L3 58948'21"E 45.72' L23 S8947'56 "F 110.00'
L4 NO'17'56"E 336.17'
L5 N0'17'40"E 336.18'
L6 N8948'21 "W 38.20'
L7 NO'18'13"E 214.16'
L8 S8957'44"E 479.13'
L9 50'18'13"W 215.47'
LW 5894821"E 207.00'
L11 S0'17 1 16"W 3.85'
L12 589'57'44"E 83.00'
L13 N020'17"E 78.74'
L14 N0'15'02"E 110.00'
L15 N8947109"W 344.00'
L16 50'17'12"W 85.00'
L17 58957'33"E 83.00'
L18 N0'18 113"E 83.00'
L19 N89'43'37"W 133.00'
L20 S0'16'23"W 70.00'
Granite Vista Project No. Date
13199 01/28/15
DMP BOUNDARY DESCRIPTION
Sht 2 of 2
EXHIBIT "A" Project Manager Project Eng,
Maricopa County, Arizona ADRIAN BURCHAM