TT0513 - WHISPERING HILLS DEV AGRMNT V3 7-7-20 PRE-FINAL.DOCX

When Recorded, Return To:
Maricopa County Real Estate Department
Attn: Real Property Manager
2801 W. Durango Street
Phoenix, Arizona 85009
DEVELOPMENT AGREEMENT
C-64-21-___-___-00
THIS DEVELOPMENT AGREEMENT (Agreement) is entered into by and between 
MARICOPA COUNTY, a political subdivision of the State of Arizona (County) and 
WHISPERING HILLS-PHOENIX, LLC, a Delaware limited liability company (Owner), as 
of the last date executed below (Effective Date).  County and Owner may collectively be 
referred to herein as the Parties, or individually as a Party.
RECITALS
A.
The Maricopa County Department of Transportation (MCDOT) will be 
improving 35th Avenue from Carver Road to Elliot Road in the near future in the 
manner set forth in the approved 100% construction plans for MCDOT Project 
TT0513, dated September 5, 2019 (Plans); and
B.
The Owner plans to develop certain real property located within Maricopa 
County, Arizona, which, at the time of the execution of this Agreement, is 
known as Maricopa County Assessor Parcel Numbers 300-11-035B and 300-
11-001D, comprising approximately 120.95 acres, more or less, and described 
on Exhibit A, attached hereto and incorporated herein by this reference 
(Property); and
C.
The Property is located within the City of Phoenix’s planning area, within 
MCDOT’s TT0513 Project corridor, has been recently subdivided, and is 
planned for development as a residential community known as “Whispering 
Hills”; and
D.
The approved Whispering Hills subdivision plat and its associated 
improvement plans, known as project number 13-2688 and SDEV 13005424 
by the City of Phoenix, excerpts from which are attached hereto as Exhibit G 
(Plan of Development), depict certain public infrastructure improvements that 
are to be built by the Owner, at its sole cost and expense, within the MCDOT 
TT0513 Project corridor; however, the improvements to be built by the Owner 
do not address the horizontal and vertical roadway changes that are planned 
as part of the MCDOT TT0513 Project infrastructure improvements; and 
E.
The Parties individually intend to move forward with construction of their 
respective projects in the near future; however, since the specific timing of each

Page 2 of 37
Party’s construction activity/phase has not yet been determined, the Parties 
are entering into this Agreement in an effort to avoid waste and re-work as well 
as to document the Owner’s agreement to accept the off-site stormwater 
drainage flows, which include the 35th Avenue stormwater drainage.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, the Parties covenant and agree for themselves and their 
successors and assigns as follows:
AGREEMENT
1.
Incorporation of Recitals.  The Parties acknowledge the truth and accuracy of the 
foregoing recitals and incorporate them herein by this reference.
2.
Off-Site Drainage.  The Owner shall, at its sole cost and expense and without 
liability of any kind to County, allow the stormwater drainage flow of up to 34.2 cubic feet 
per second (cfs) from the planned MCDOT storm drain outfall (located on the west side of 
35th Avenue near the northern property boundary of that certain parcel of land, which, at 
the time of the execution of this Agreement, is known as APN 300-11-035C), to drain onto, 
over, and across the Property.  The Owner shall not, at any time, impede the stormwater 
drainage flow, and shall, at its sole cost and expense, and in accordance with the Arizona 
Department of Environmental Quality (ADEQ) guidance, inspect and take action to 
alleviate any ponding or slow percolation of the drainage flow if water remains standing 
on the surface of the drainage area for longer than 36 hours.
3.
Development Options.  Three (3) development scenarios and the obligations of the 
Parties associated with each option are set forth below.  In the event that the Owner 
applies for a permit to work within County right of way (Permit) by close of business on 
September 15, 2020, then Option 1 shall be the selected option.  If the Owner applies for 
a Permit between September 16, 2020, and January 15, 2021, Option 1 shall still be the 
selected option, however, the In-Lieu Payment set out in paragraph 3.1.1.2.4, will be 
updated to reflect current market prices based upon the low bid from multiple bidders and 
the Owner shall coordinate field activities with the MCDOT contractor.  If the Owner applies 
for a Permit between January 16, 2021, and July 31, 2021, MCDOT, in MCDOT’s sole 
discretion, shall decide whether Option 1 or Option 2 is the selected option.  If MCDOT 
approves Option 1 in this scenario, the In-Lieu Payment will be updated to reflect current 
market prices based upon the low bid from multiple bidders and the Owner shall coordinate 
field activities with the MCDOT contractor.  If the Owner does not proceed with the 35th 
Avenue infrastructure construction at all prior to MCDOT TT0513 Project completion, then 
Option 3 shall be the selected option.        
3.1.
Option 1: MCDOT TT0513 Project improvements constructed after 
Whispering Hills 35th Avenue infrastructure improvements.
3.1.1.
The MCDOT County Engineer is authorized to accept funds in lieu 
of construction of certain elements of the Owner’s required

Page 3 of 37
infrastructure 
and 
utility 
relocations 
associated 
with 
the 
reconstruction of 35th Avenue.  
3.1.1.1.
This option is available to the Owner from the Effective 
Date through the close of business on September 15, 
2020.  After the close of business on September 15, 2020, 
the Owner shall contact MCDOT’s Construction Project 
Manager to discuss construction coordination and an 
amendment to the terms of this Agreement.  A contract 
change order will likely be required and unit prices may 
change. 
3.1.1.2.
The Owner shall, at its sole cost and expense: 
3.1.1.2.1.
Relocate the existing Salt River Project 
overhead electric power lines to a location 
outside of the dedicated right of way by July 
31, 2020.  If the Owner does not relocate said 
electric lines by July 31, 2020, the County will 
move forward with relocating the electric lines 
and poles to the Property in accordance with 
the Plans.
3.1.1.2.2.
Construct 
the 
35th 
Avenue 
half-street 
infrastructure improvements that are located 
north of MCDOT TT0513 Project Station 
TT0513 Sta 30+95.30 (Match Line) in 
accordance with the City of Phoenix approved 
Whispering Hills Plan of Development.  
3.1.1.2.3.
Construct Olney Avenue in accordance with 
the approved Plan of Development.  
3.1.1.2.4.
Pay County the sum of seventy-one thousand 
and one hundred seventy seven  ($71,177.00) 
dollars as an in-lieu payment (In-Lieu 
Payment) for the construction of the 35th 
Avenue 
half-street 
infrastructure 
improvements that are located south of the 
Match Line, which include, but are not limited 
to, two and a half roadway lanes, concrete 
sidewalk, curb/gutter, and drainage features, 
which will be constructed by the County as part 
of the project (In-Lieu Improvements).  The

Page 4 of 37
confirmation letter and itemization of the 
components/quantities of the In-Lieu Payment 
are set forth on Exhibit B to this Agreement, 
attached hereto and incorporated herein by 
this reference.  The County shall issue a Permit 
after receipt of the In-Lieu Payment. 
3.1.1.2.5.
Simultaneous with the execution of this 
Agreement and for no fee, grant the County 
that certain Temporary Construction Easement 
(TCE), the form of which is set forth herein and 
made a part hereof as Exhibit C, over 10,800 
SF of the Property, to facilitate the construction 
of the In-Lieu Improvements and connection of 
the County’s drainage outfall pipe.  Said TCE 
will only be filed of record with the Maricopa 
County Recorder’s Office (MCRO) if this option 
is chosen, and shall remain in effect until 
completion of TT0513 construction.  
3.1.1.3.
The County shall, at its sole cost and expense: 
3.1.1.3.1.
Construct the In-Lieu Improvements, connect 
the County’s drainage outfall pipe, and, if 
necessary, relocate the electric lines and 
poles. 
3.1.1.3.2.
Match the Owner’s constructed sidewalk and 
curb/gutter improvements at the Olney Avenue 
south curb return location and elevation set 
forth in the Plan of Development.  
3.2.
Option 2: MCDOT TT0513 Project improvements constructed before 
Whispering Hills 35th Avenue infrastructure improvements.  
3.2.1.
The County shall, at its sole cost and expense, conduct the electric 
line and pole relocation, construct the MCDOT TT0513 
infrastructure improvements, remove 54 LF of existing concrete 
channel from the Property, and connect the County’s drainage 
outfall pipe on the Property, all in accordance with the Plans.  
3.2.2.
The Owner shall, simultaneous with the execution of this 
Agreement and for no fee, grant the County that certain TCE, the 
form of which is set forth herein and made a part hereof as Exhibit

Page 5 of 37
D, over 1,600 SF of the Property to facilitate the construction of the 
MCDOT TT0513 infrastructure improvements, removal of the 54 LF 
of existing concrete channel from the Property, and connection of 
the County’s drainage outfall pipe, in accordance with the Plans.  
Said TCE will only be filed of record with the MCRO if this option is 
chosen, and shall remain in effect until completion of TT0513 
construction, except as otherwise stated in the TCE.
3.3.
Option 3: Whispering Hills 35th Avenue infrastructure improvements not 
constructed.   
3.3.1.
The County shall, at its sole cost and expense, conduct the electric 
line and pole relocation, construct the MCDOT TT0513 
infrastructure improvements, and connect the County’s drainage 
outfall pipe on the Property, all in accordance with the Plans.  
3.3.2.
The Owner shall, simultaneous with the execution of this 
Agreement and for no fee, grant the County that certain TCE, the 
form of which is set forth herein and made a part hereof as Exhibit 
E, over 1,800 SF of the Property to facilitate the construction of the 
MCDOT TT0513 infrastructure improvements, and connection of 
the County’s drainage outfall pipe, in accordance with the Plans.  
Said TCE will only be filed of record with the MCRO if this option is 
chosen, and shall remain in effect until completion of TT0513 
construction, except as otherwise stated in the TCE.
4.
Assignment.
Subject to the provisions set forth below, the Owner may assign its 
rights and obligations in this Agreement upon written consent of the County. The Owner’s 
rights and obligations hereunder may only be assigned to a person or entity by a written 
instrument, recorded in the Official Records of Maricopa County, Arizona, expressly 
assigning such rights and obligations in substantially the same form attached hereto as 
Exhibit F (Assignment), or as otherwise mutually agreed to by the Parties.  
Notwithstanding anything to the contrary in this section, the Owner shall have the right, 
without the consent of the County, but on at least ten (10) business days’ prior written 
notice to the County, to assign all or part of its rights and obligations in this Agreement to: 
(a) any entity which controls, is controlled by, or is under common control with Petrus 
Partners Ltd., or any affiliate of Petrus Partners Ltd.; or (b) to any bulk purchaser(s) that 
acquire all or part of the Owner’s interest in the Property (each of the foregoing assignees 
being hereinafter individually called a Permitted Assignee).  
5.
Successors in Interest.  This Agreement shall run with, and be an encumbrance 
against, the Property, and inures to the benefit of, and is binding on, the Parties and their 
respective successors and assigns.
6.
Term. This Agreement shall expire on January 1, 2022; however, the provisions 
of Section 2 of this Agreement shall survive the expiration of this Agreement.

Page 6 of 37
7.
Notices.  Any and all notices, demands or requests required or permitted 
hereunder shall be in writing and shall be effective upon personal delivery, e-mail, or 
facsimile transmission (facsimile transmission must include verification of transmission) or 
two (2) business days after being deposited in the U.S. Mail, registered or certified, return 
receipt requested, postage prepaid, or one (1) business day after being deposited with 
any commercial air courier or express service, addressed as follows:
To Owner:
Whispering Hills-Phoenix, LLC
Attention: Scott Switzer
6720 N. Scottsdale Rd., Suite 202195
Scottsdale, AZ  85253
To County: 
Maricopa County Department of Transportation
Attention: Project Management Branch Manager
2901 W. Durango St.
Phoenix, AZ 85009
8.
Indemnification.  The Owner (Indemnitor) shall indemnify, protect, defend and hold 
harmless the County, its Board members, officers, employees, and agents (Indemnitee) 
from any and all claims, demands, losses, damages, liabilities, fines, charges, penalties, 
administrative and judicial proceedings and orders, judgments, remedial actions of any 
kind, and all costs and cleanup actions of any kind, all costs and expenses incurred in 
connection therewith, including, without limitation, reasonable attorney's fees and costs of 
defense arising, directly or indirectly, in whole or in part, out of the exercise of this 
Agreement by the Owner.  The obligations of the Parties pursuant to this Section 9 shall 
survive the expiration of this Agreement.  
9.
Conflict of Interest.  This Agreement is subject to the provisions of A.R.S. § 38-
511, which are incorporated herein by reference.
10. Default.  Failure or unreasonable delay by either 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 from the 
other Party (Cure Period), said breach 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 perform such action or comply with any term or provision hereof, 
then the Party shall have such additional time as may be necessary to perform or comply 
so long as the 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.
11. Remedies.  The County shall not under any circumstances be liable to Owner for 
any monetary damages, including but not limited to consequential damages resulting from 
any breach of this Agreement. Owner’s remedies shall be limited to specific performance 
hereunder.

Page 7 of 37
12. Disputes.  Disputes arising from this Agreement shall be subject to mandatory 
arbitration.  A notice of a dispute must be provided in writing to the other Party and provide 
a summary of the issue that is the subject of the dispute.
12.1
The Parties shall confer within thirty (30) days of receipt of a notice of 
dispute to resolve the dispute and/or decide, within ten (10) days after 
conferring, on a mutually acceptable arbiter. If a mutually acceptable arbiter 
cannot be agreed upon within thirty (30) days after conferring, the Parties 
agree that each Party shall name one (1) arbiter and those two (2) arbiters 
shall select a third arbiter.  Any decisions made shall be made by a majority 
of the panel of three arbiters.
12.2
If the Parties mutually agree to proceed to arbitration in lieu of terminating 
this Agreement, arbitration shall be binding. The cost of any arbitration shall 
be shared equally by the Parties.
13. General. 
13.1
Amendment.  No change or addition is to be made this Agreement except 
by written amendment executed by the Parties hereto.  
13.2
No Personal Liability. No member, official or employee of the County shall 
be personally liable to the Owner or any successor or assignee: (a) in the 
event of any default or breach by the County, (b) for any amount which may 
become due to the Owner or its successor or assign, or (c) pursuant to any 
obligation of the County under the terms of this Agreement.
13.3
Survival and Expiration. All agreements, representations, indemnities and 
warranties made in the Agreement shall survive the expiration of this 
Agreement only as expressly set forth in this Agreement. 
13.4
Time is of the Essence.  Time is of the essence in this Agreement.  If the 
date for performance of any obligation hereunder or the last day of any time 
period provided herein shall fall on a Saturday, Sunday or legal holiday of 
the State of Arizona, then said date for performance or time period shall 
expire on the first day thereafter which is not a Saturday, Sunday or a legal 
holiday.  Unless otherwise specifically indicated to the contrary, the word 
“days” as used in this Agreement shall mean and refer to calendar days 
and not business days.
13.5
No Partnership or Joint Venture.  Nothing contained in this Agreement shall 
create any partnership, joint venture or other arrangement among the 
Parties.  Except as expressly provided herein, no term or provision of this

Page 8 of 37
Agreement is intended or shall be for the benefit of any person or entity not 
a Party hereto, and no such other person or entity shall have any right or 
cause of action hereunder.
13.6
Venue; Governing Law.  The proper venue for any proceeding at law or in 
equity or under the provisions for dispute resolution / arbitration shall be 
Maricopa County.  This Agreement shall be construed in accordance with 
and be governed by the laws of the State of Arizona.
13.7
Entire Agreement.  This Agreement, together with any exhibits attached 
hereto and any agreements executed contemporaneously herewith, 
constitutes the entire agreement between the Parties and sets forth all of 
the covenants, promises, agreements, conditions and understandings 
among the Parties, and there are no covenants promises, agreements, 
conditions or understandings, either oral or written, among the Parties other 
than as set forth herein.  This Agreement shall be construed as a whole 
and in accordance with its fair meaning and without regard to any 
presumption or other rule requiring construction against the Party drafting 
this Agreement.  This Agreement cannot be modified or changed except by 
a written instrument executed by the Parties.  The Parties have reviewed 
this Agreement and have had the opportunity to have it reviewed by legal 
counsel.
13.8
Waiver.  Waiver of any breach of any term, conditions or covenant herein 
contained shall not be deemed to be a waiver of any other term, condition 
or covenant herein, or of a subsequent breach of any term, covenant or 
condition herein.  Any Party’s consent to, or approval of, any subsequent 
or similar act shall not be deemed to render unnecessary the obtaining of 
that Party’s consent to, or approval of, any subsequent or similar act by 
another Party, to be construed as the basis of an estoppel to enforce the 
provision or provisions of this Agreement requiring such consent.
13.9
Severability.  Wherever possible, each provision of this Agreement shall be 
interpreted in such manner as to be valid under applicable law, but if any 
provision shall be invalid or prohibited thereunder, such provision shall be 
ineffective to the extent of such prohibition or invalidation but shall not 
invalidate the remainder of such provision or the remaining provisions.
13.10
Authority to Execute.  Each Party warrants that the person signing this 
Agreement has the authority to do so.  
13.11
Headings.  Sections and other headings contained in this Agreement are 
for reference purposes only and shall not affect in any way the meaning or 
interpretation of this Agreement.

Page 9 of 37
13.12
Cooperation.  The Parties agree to execute and/or deliver to each other 
such other instruments and documents as may be reasonably necessary 
to fulfill the covenants and obligations to be performed by the Parties 
pursuant to this Agreement.
13.13
Counterparts.  This Agreement may be signed in any number of 
counterparts with the same effect as if the signatures thereto and hereto 
are upon the same instrument.
13.14
Not Binding Until Signed.  Submission of this instrument for examination 
shall not bind the Parties in any manner, and no obligation on any Party 
shall arise until this Agreement is fully executed by the Parties and 
delivered to each Party.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGES FOLLOW

Page 10 of 37
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date 
written below.
OWNER:
WHISPERING HILLS-PHOENIX, LLC,
a Delaware Limited Liability Company
By:
Petrus Land Investors II, LP, a Delaware Limited Partnership
Its:
Managing Member
By:
Crown West Realty, LLC, a New York Limited Liability Company
Its:
Managing Member
By:
Wesley C. Huang
Managing Director, Crown West Realty, LLC
STATE OF _____________ )
) ss.
COUNTY OF ___________
)
The foregoing instrument was acknowledged before me this 
 day of 
,  2020 
by      Wesley Huang     , the Managing Director
 of 
Crown West Realty, LLC, a New 
York Limited Liability Company
, on behalf of Petrus Land Investors II, LP, a Delaware 
Limited Partnership and Whispering Hills-Phoenix, LLC, a Delaware Limited Partnership.
Notary Public (signature)
My Commission Expires:

Page 11 of 37
COUNTY:
MARICOPA COUNTY,
a political subdivision of the State 
of Arizona
 
Clint Hickman, Chairman
  
Board of Supervisors
ATTEST:
By:__________________________
Clerk of the Board
Date
Approved as to form and within the powers and 
authority granted to the Board of Supervisors.
Deputy County Attorney
     Date

Page 12 of 37
Exhibit A
Attached to Development Agreement
Property

Page 13 of 37
Exhibit A Continued
Attached to Development Agreement
Property

Page 14 of 37
Exhibit B
Attached to Development Agreement
Confirmation Letter and Itemization - In Lieu Payment

Page 15 of 37
Exhibit B continued
Attached to Development Agreement
Confirmation Letter and Itemization - In Lieu Payment

Page 16 of 37
Exhibit C
Attached to Development Agreement
Form of Option 1 TCE
When Recorded Return To:
Maricopa County Real Estate Department
2801 W. Durango Street
Phoenix, AZ 85009
EXEMPT ARS 11-1134.A.2
 
TEMPORARY CONSTRUCTION EASEMENT 
Parcel No.: 300-11-035B & 001D
Project No.: TT0513
Project Name: 35th Avenue
Project Termini: (Carver to Elliot)
Item No.: D23691-1 (TD)
________/________
This Temporary Construction Easement is entered into by and between WHISPERING HILLS-PHOENIX 
LLC, a Delaware limited liability company, hereinafter referred to as GRANTOR, and MARICOPA 
COUNTY, a political subdivision of the State of Arizona, its officers, agents, contractors, assigns, heirs, 
and successors in title or interest, hereinafter collectively called GRANTEE, as of the last date signed below.  
GRANTOR, in exchange for good and valuable consideration, the receipt of which is hereby 
acknowledged, hereby grants a Temporary Construction Easement (“TCE”) on, over, under and across that 
portion of GRANTOR'S property located at 10002 S. 35th Avenue described and depicted on Exhibit “A”, 
which is attached to, and made a part of, this temporary easement (“TCE Area”), together with the right and 
privilege of entering upon the TCE Area from GRANTOR’S property, for the purpose of facilitating 
construction of the project known as TT0513 (“Project”).
1.
Term.  This TCE is hereby granted for the stated purpose for a period of 12 months 
(“Term”) which shall commence on January 20, 2021.  GRANTEE estimates that the period set forth above 
will be sufficient time for completion of the work needed for construction of the Project.  In the event 
GRANTEE determines that additional time is needed for completion of the Project construction, this TCE 
shall renew automatically on a month by month basis through completion of Project construction; provided 
however, the automatic renewals shall not continue beyond January 20, 2023.  
2.
Damages.  The GRANTEE shall be liable for any permanent damage to the TCE Area, 
and/or any improvements therein, caused by GRANTEE during the Term of this TCE.  Any improvements 
damaged because of GRANTEE’S use of the TCE Area will be replaced in kind. 
3.
Indemnification.  GRANTEE agrees to indemnify GRANTOR for all direct damages to the 
real property, personal property, or physical injury to persons on the TCE Area, caused by or arising from 
the sole negligence or willful misconduct of GRANTEE in the exercise of GRANTEE'S rights pursuant to 
the terms of this TCE. All claims shall be submitted in accordance with the requirements of A.R.S. §12-821, 
et seq.

Page 17 of 37
4.
Extinguishment.  Upon completion of the Project construction, GRANTEE shall record a 
document extinguishing this TCE in the office of the Maricopa County Recorder.  
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW

Page 18 of 37
Exhibit C Continued
Attached to Development Agreement
Dated this _______day of ____________________, 20      
GRANTOR: WHISPERING HILLS-PHOENIX LLC, a Delaware limited liability company
By:
Petrus Land Investors II, LP, a Delaware Limited Partnership
Its:
Managing Member
By:
Crown West Realty, LLC, a New York Limited Liability Company
Its:
Managing Member
By:
Wesley C. Huang
Managing Director, Crown West Realty, LLC
STATE OF __________________________)
                        ) §
COUNTY OF ________________________)
The foregoing instrument was acknowledged before me this
 day of 
,  2020 by      
Wesley Huang  , the Managing  Director of Crown West Realty, LLC, a New York Limited Liability 
Company, on behalf of Petrus Land Investors II, LP, a Delaware Limited Partnership and Whispering Hills-
Phoenix, LLC, a Delaware Limited Partnership.
My Commission Expires_______________
     ______________________________
     Notary Public (signature)
         
         Notary Stamp Seal

Page 19 of 37
Exhibit C Continued
Attached to Development Agreement
GRANTEE: MARICOPA COUNTY, a political subdivision of the State of Arizona
RECOMMENDED FOR APPROVAL:
Senior Right-of-Way Agent
Real Property Manager
APPROVED:
Michelle Colby, SR/WA
Date         
Director, Real Estate Department
Approved as to form and within the powers 
and authority of the Board of Supervisors
Deputy County Attorney
Date

Page 20 of 37
Exhibit C Continued
Attached to Development Agreement

Page 21 of 37
Exhibit D
Attached to Development Agreement
Form of Option 2 TCE
When Recorded Return To:
Maricopa County Real Estate Department
2801 W. Durango Street
Phoenix, AZ 85009
EXEMPT ARS 11-1134.A.2
 
TEMPORARY CONSTRUCTION EASEMENT 
Parcel No.: 300-11-035B & 001D
Project No.: TT0513
Project Name: 35th Avenue
Project Termini: (Carver to Elliot)
Item No.: D23691-1 (TD)
________/________
This Temporary Construction Easement is entered into by and between WHISPERING HILLS-PHOENIX 
LLC, a Delaware limited liability company, hereinafter referred to as GRANTOR, and MARICOPA 
COUNTY, a political subdivision of the State of Arizona, its officers, agents, contractors, assigns, heirs, 
and successors in title or interest, hereinafter collectively called GRANTEE, as of the last date signed below.  
GRANTOR, in exchange for good and valuable consideration, the receipt of which is hereby 
acknowledged, hereby grants a Temporary Construction Easement (“TCE”) on, over, under and across that 
portion of GRANTOR'S property located at 10002 S. 35th Avenue described and depicted on Exhibit “A”, 
which is attached to, and made a part of, this temporary easement (“TCE Area”), together with the right and 
privilege of entering upon the TCE Area from GRANTOR’S property, for the purpose of facilitating 
construction of the project known as TT0513 (“Project”).
5.
Term.  This TCE is hereby granted for the stated purpose for a period of 12 months 
(“Term”) which shall commence on January 20, 2021.  GRANTEE estimates that the period set forth above 
will be sufficient time for completion of the work needed for construction of the Project.  In the event 
GRANTEE determines that additional time is needed for completion of the Project construction, this TCE 
shall renew automatically on a month by month basis through completion of Project construction; provided 
however, the automatic renewals shall not continue beyond January 20, 2023.  
6.
Damages.  The GRANTEE shall be liable for any permanent damage to the TCE Area, 
and/or any improvements therein, caused by GRANTEE during the Term of this TCE.  Any improvements 
damaged because of GRANTEE’S use of the TCE Area will be replaced in kind. 
7.
Indemnification.  GRANTEE agrees to indemnify GRANTOR for all direct damages to the 
real property, personal property, or physical injury to persons on the TCE Area, caused by or arising from 
the sole negligence or willful misconduct of GRANTEE in the exercise of GRANTEE'S rights pursuant to 
the terms of this TCE. All claims shall be submitted in accordance with the requirements of A.R.S. §12-821, 
et seq.

Page 22 of 37
8.
Extinguishment.  Upon completion of the Project construction, GRANTEE shall record a 
document extinguishing this TCE in the office of the Maricopa County Recorder.  
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW

Page 23 of 37
Exhibit D Continued
Attached to Development Agreement
Dated this _______day of ____________________, 20
GRANTOR: WHISPERING HILLS-PHOENIX LLC, a Delaware limited liability company
By:
Petrus Land Investors II, LP, a Delaware Limited Partnership
Its:
Managing Member
By:
Crown West Realty, LLC, a New York Limited Liability Company
Its:
Managing Member
By:
Wesley C. Huang
Managing Director, Crown West Realty, LLC
STATE OF __________________________)
                        ) §
COUNTY OF ________________________)
The foregoing instrument was acknowledged before me this
 day of 
,  2020 by      
Wesley Huang  , the Managing  Director of Crown West Realty, LLC, a New York Limited Liability 
Company, on behalf of Petrus Land Investors II, LP, a Delaware Limited Partnership and Whispering Hills-
Phoenix, LLC, a Delaware Limited Partnership.
My Commission Expires_______________
     ______________________________
     Notary Public (signature)
         Notary Stamp Seal

Page 24 of 37
Exhibit D Continued
Attached to Development Agreement
GRANTEE: MARICOPA COUNTY, a political subdivision of the State of Arizona
RECOMMENDED FOR APPROVAL:
Senior Right-of-Way Agent
Real Property Manager
APPROVED:
Michelle Colby, SR/WA
Date         
Director, Real Estate Department
Approved as to form and within the powers 
and authority of the Board of Supervisors
Deputy County Attorney
Date

Page 25 of 37
Exhibit D Continued
Attached to Development Agreement

Page 26 of 37
Exhibit E
Attached to Development Agreement
Form of Option 3 TCE
When Recorded Return To:
Maricopa County Real Estate Department
2801 W. Durango Street
Phoenix, AZ 85009
EXEMPT ARS 11-1134.A.2
 
TEMPORARY CONSTRUCTION EASEMENT 
Parcel No.: 300-11-035B & 001D
Project No.: TT0513
Project Name: 35th Avenue
Project Termini: (Carver to Elliot)
Item No.: D23691-1 (TD)
________/________
This Temporary Construction Easement is entered into by and between WHISPERING HILLS-PHOENIX 
LLC, a Delaware limited liability company, hereinafter referred to as GRANTOR, and MARICOPA 
COUNTY, a political subdivision of the State of Arizona, its officers, agents, contractors, assigns, heirs, 
and successors in title or interest, hereinafter collectively called GRANTEE, as of the last date signed below.  
GRANTOR, in exchange for good and valuable consideration, the receipt of which is hereby 
acknowledged, hereby grants a Temporary Construction Easement (“TCE”) on, over, under and across that 
portion of GRANTOR'S property located at 10002 S. 35th Avenue described and depicted on Exhibit “A”, 
which is attached to, and made a part of, this temporary easement (“TCE Area”), together with the right and 
privilege of entering upon the TCE Area from GRANTOR’S property, for the purpose of facilitating 
construction of the project known as TT0513 (“Project”).
9.
Term.  This TCE is hereby granted for the stated purpose for a period of 12 months 
(“Term”) which shall commence on January 20, 2021.  GRANTEE estimates that the period set forth above 
will be sufficient time for completion of the work needed for construction of the Project.  In the event 
GRANTEE determines that additional time is needed for completion of the Project construction, this TCE 
shall renew automatically on a month by month basis through completion of Project construction; provided 
however, the automatic renewals shall not continue beyond January 20, 2023.  
10.
Damages.  The GRANTEE shall be liable for any permanent damage to the TCE Area, 
and/or any improvements therein, caused by GRANTEE during the Term of this TCE.  Any improvements 
damaged because of GRANTEE’S use of the TCE Area will be replaced in kind. 
11.
Indemnification.  GRANTEE agrees to indemnify GRANTOR for all direct damages to the 
real property, personal property, or physical injury to persons on the TCE Area, caused by or arising from 
the sole negligence or willful misconduct of GRANTEE in the exercise of GRANTEE'S rights pursuant to 
the terms of this TCE. All claims shall be submitted in accordance with the requirements of A.R.S. §12-821, 
et seq.

Page 27 of 37
12.
Extinguishment.  Upon completion of the Project construction, GRANTEE shall record a 
document extinguishing this TCE in the office of the Maricopa County Recorder.  
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE(S) FOLLOW

Page 28 of 37
Exhibit E Continued
Attached to Development Agreement
Dated this _______day of ____________________, 20
GRANTOR: WHISPERING HILLS-PHOENIX LLC, a Delaware limited liability company
By:
Petrus Land Investors II, LP, a Delaware Limited Partnership
Its:
Managing Member
By:
Crown West Realty, LLC, a New York Limited Liability Company
Its:
Managing Member
By:
Wesley C. Huang
Managing Director, Crown West Realty, LLC
STATE OF __________________________)
                        ) §
COUNTY OF ________________________)
The foregoing instrument was acknowledged before me this
 day of 
,  2020 by      
Wesley Huang  , the Managing  Director of Crown West Realty, LLC, a New York Limited Liability 
Company, on behalf of Petrus Land Investors II, LP, a Delaware Limited Partnership and Whispering Hills-
Phoenix, LLC, a Delaware Limited Partnership.
My Commission Expires_______________
     ______________________________
     Notary Public (signature)
  
         Notary Stamp Seal

Page 29 of 37
Exhibit E Continued
Attached to Development Agreement
GRANTEE: MARICOPA COUNTY, a political subdivision of the State of Arizona
RECOMMENDED FOR APPROVAL:
Senior Right-of-Way Agent
Real Property Manager
APPROVED:
Michelle Colby, SR/WA
Date         
Director, Real Estate Department
Approved as to form and within the powers 
and authority of the Board of Supervisors
Deputy County Attorney
Date

Page 30 of 37
Exhibit E Continued
Attached to Development Agreement

Page 31 of 37
Exhibit F
Attached to Development Agreement
Form of Assignment
When Recorded Return To:
Maricopa County Real Estate Department
2801 W. Durango Street
Phoenix, AZ 85009
EXEMPT ARS 11-1134.A.2
 
ASSIGNMENT OF RIGHTS UNDER DEVELOPMENT AGREEMENT
This Assignment of Rights Under Development Agreement ("Assignment") is entered into 
by Maricopa County, a political subdivision of the State of Arizona ("Maricopa County"), 
Whispering Hills-Phoenix, LLC, a Delaware limited liability company (“Assignor"), and 
, a/an  
 ("Assignee"). 
This Assignment shall be recorded in the official records of the Maricopa County Recorder 
("Official Records").
RECITALS
A.
Maricopa County and Assignor entered into a Development Agreement recorded on 
, 20
, as Document No. 
 of 
Official Records (the "Development Agreement").
B.
Assignor conveyed to Assignee that certain real property located in Maricopa County, 
Arizona and described on Exhibit A attached ("the Purchased Property") by deed 
recorded on 
, 20
, as Document No. 
 
of Official Records.
C.
The Purchased Property, or a portion thereof, is subject to all the terms and conditions 
set forth in the Development Agreement. 
D.
Under the provisions of section 4 of the Development Agreement, Assignor wishes 
to assign to Assignee all of Assignor’s rights, interests, and obligations on the 
Purchased Property set forth in the Development Agreement and has requested 
Maricopa County’s written consent to the assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the mutual conditions, covenants 
and promises contained herein and other valuable consideration, the receipt and sufficiency

Page 32 of 37
of which is hereby acknowledged, Maricopa County, Assignor and Assignee agree as 
follows:
1.
The foregoing recitals are incorporated herein.
2.
All capitalized terms not specifically defined in this Assignment shall have meanings 
attributed to them in the Development Agreement. 
3.
Assignor hereby assigns, and Assignee hereby assumes, all of Assignor’s rights, 
interests, and obligations under the Development Agreement on the Purchased 
Property, and Assignor retains no rights, interests or obligations under the 
Development Agreement. 
4.
The terms and conditions of the Development Agreement shall inure to the benefit 
and be binding upon the Assignee and its respective successors and assigns. 
5.
Assignor covenants and agrees to indemnify, defend, and hold harmless Assignee 
from and against any actions, suits, proceedings, or claims, and all costs and expenses 
(including without limitation, reasonable attorney’s fees and costs) incurred in 
connection therewith, based upon or arising out of any breach or alleged breach of 
the Development Agreement, or arising in connection with the Development 
Agreement occurring or alleged to have occurred before the date of execution of this 
Assignment by all parties hereto.  
6.
Assignee covenants and agrees to indemnify, defend, and hold harmless Assignor 
from and against any actions, suits, proceedings, or claims, and all costs and expenses 
(including without limitation, reasonable attorney’s fees and costs) incurred in 
connection therewith, based upon or arising out of any breach or alleged breach of 
the Development Agreement, or arising in connection with the Development 
Agreement, occurring or alleged to have occurred from and after the date of execution 
of this Assignment by all parties hereto.  
7.
By signing below, Maricopa County consents to the assignment of all of Assignor’s 
rights, interests, and obligations under the Development Agreement on the Purchased 
Property to Assignee.  
8.
For purposes of giving notice under Section 7 of the Development Agreement, the 
following address shall be used with respect to notices to be provided to Assignee:
Assignee: 
Name
ATTN:
Address 
City, State, Zip

Page 33 of 37
9.
This Assignment shall inure to the benefit of and shall be binding upon the parties 
hereto and their respective successors and assigns.
10.
This Assignment shall be governed by and construed in accordance with the laws of 
the State of Arizona.
11.
No term or provision of this Assignment is intended to be, nor shall any such term or 
provision be construed to be, for the benefit of any person, firm, corporation or other 
entity not a party hereto, and no such other person, firm, corporation or other entity 
not a party hereto shall have any right or cause of action hereunder.
In witness whereof, Maricopa County, Assignor, and Assignee have executed this 
assignment as of the dates set forth below.   
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
SIGNATURE PAGES FOLLOW.

Page 34 of 37
Exhibit F Continued
Attached to Development Agreement
ASSIGNOR:
ASSIGNEE:
Whispering Hills-Phoenix, LLC, 
a Delaware limited liability company
a/an 
By: Petrus Land Investors II, LP 
By: 
Its:  Managing Member
Date
By: Crown West Realty, LLC, a New York Limited 
       Liability Company
Its: Managing Member
Printed Name: 
Printed Name: 
          Wesley Huang
Title: Managing Director, Crown Realty LLC
Title: 
ACKNOWLEDGEMENT OF ASSIGNOR:
STATE OF __________________________)
              ) §
COUNTY OF ________________________)
The foregoing instrument was acknowledged before me this 
 day of 
, 2020 by Wesley Huang, 
the Managing Director of Crown West Realty, LLC, a New York Limited Liability Company, on behalf of 
Petrus Land Investors II, LP, a Delaware Limited Partnership and Whispering Hills-Phoenix, LLC, a 
Delaware Limited Partnership.
Notary Public (signature)
My Commission Expires: 
ACKNOWLEDGEMENT OF ASSIGNEE:
STATE OF __________________________)
              ) §
COUNTY OF ________________________)
The foregoing instrument was acknowledged before me this 
 day of 
,
20
, by 
 its 
 of 
                  (Name of Officer)                                         (Title)        
.
Notary Public (signature)
My Commission Expires:

Page 35 of 37
Exhibit F Continued
Attached to Development Agreement
MARICOPA COUNTY CONSENT:
MARICOPA COUNTY, a political subdivision of the State of Arizona
By: ________________________________
Chairman,
Date 
Board of Supervisors 
Attest:
Clerk of the Board
Approved as to form and within the powers 
and authority of the Board of Supervisors
Deputy County Attorney
Date

Page 36 of 37
Exhibit F Continued
Attached to Development Agreement
Exhibit “A”
Attached to Assignment of Rights Under Development Agreement
THE PARTIES TO THE ASSIGNMMENT WILL NEED TO INSERT THE LEGAL 
DESCRIPTION OF THE PURCHASED PROPERTY

Page 37 of 37
Exhibit G
Attached to Development Agreement
Owner’s Plan of Development
1. Whispering Hills – Hillside / Grading and Drainage Plan sealed last on 
May 8, 2020 (29 Pages)
2. Whispering Hills – Offsite Paving Plan sealed last on April 14, 2020 (8 
Pages)
Exhibit G
CAN BE VIEWED AT THE 
MARICOPA COUNTY CLERK OF THE BOARD’S OFFICE
301 WEST JEFFERSON STREET, 1OTH FLOOR
PHOENIX. AZ 85003
C-64-21-__-__-00