NORTHERN CROSSING AAGRMT&RESO.PDF
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ASSURANCE AGREEMENT
This Agreement is made on _________________________, 2020, by and between MARICOPA
COUNTY, a political subdivision of the State of Arizona, (hereinafter “County”); And Lennar
Arizona, Inc., an Arizona Corporation, with an address of 1665 W. Alameda Dr., #130, Tempe,
Arizona 85282, (hereinafter “Lennar”). The term “Lennar” as used herein shall include Lennar
and any and all successors in title to the Property.
RECITALS
Whereas, Lennar is the owner of certain real property fully described in Exhibit A attached
hereto and made a part hereto (herein referred to as “Property”); and
Whereas, Lennar has applied to the County pursuant to A.R.S. §11-821 et seq. to subdivide
the Property for single family residential development; and
Whereas, A.R.S. §11-821(C) provides: “The regulations shall require the posting of
performance bonds, 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(A) provides: “No plat of a subdivision of land within the area of
jurisdiction of the County shall be accepted for recording or recorded until it has been approved
by the Board. The 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, Lennar has requested that, to satisfy the statutory requirement for providing an
assurance to ensure the installation of required improvements, that the County enter into an
agreement with Lennar that no building permits for the construction of homes for sale to third
parties shall be issued in connection with the Property unless and until such time as all required
improvements that meet the minimum standards of design and construction established by the
County pursuant to plans and specifications that have been approved by the County (i) have been
installed at no cost or expense to the County and (ii) have been inspected by the County, which
has been satisfied with such installation pursuant to guidelines adopted by the County; and
Whereas, any such agreement entered into between the parties shall be deemed to be a
“Building Permit Hold;” and
Whereas, the County is agreeable to entering into such a Building Permit Hold to serve as
the statutorily required assurance of performance provided all of the terms of such Agreement are
satisfied.
NOW THEREFORE, in consideration of the mutual premises contained herein and other
good and valuable consideration, the parties agree as follows:
AGREEMENT
1. The above recitals are incorporated herein as if fully reproduced at length.
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2. No building permit shall be issued to allow construction on or in connection with the Property
except:
a. Building permits for the installation and completion of all required infrastructure for
the project pursuant to plans approved by any and all applicable agencies.
b. Not more than eight (8) building permits issued by the County in accordance with
applicable building codes for model homes, each home to be located on specific lots
approved by the County and be part of a “model home complex”. No issued building
permit shall include the right to occupy any model home for any purpose other than to
demonstrate the style of home available to purchasers within the project; provided that
the garage and kitchen areas of one such home per model complex, as designated by
Lennar, may be used for the purpose of conducting sales of homes to prospective third
party purchasers.
3.
No building permit of any kind shall be issued unless and until this Agreement has been
recorded in the office of the Maricopa County Recorder. Upon completion of the infrastructure
which this Agreement assures or other proper termination of this Agreement, the County shall
execute an appropriate document presented to it by Lennar for recording to provide notice that this
Agreement has terminated.
4.
In the event the County Board of Supervisors shall not approve the subdivision plat for the
Property, this Agreement shall be deemed to be terminated properly and of no force or effect.
5.
Lennar shall, at all times during the pendency of this Agreement, maintain a valid, active
building permit for construction of any and all required subdivision infrastructure which has not
been completed and approved by the appropriate agency.
6.
Should Lennar breach this Agreement, any and all building permits that have been issued
for the Property shall immediately cease to be valid unless and until a financial assurance, in form
and amount satisfactory to the County, has been provided to and accepted by the County.
7.
This Agreement shall not be deemed to be satisfied unless and until all building permits
issued for the Property have been completed and all required warranty assurances have been
provided.
8.
This Agreement may be terminated by Lennar providing substituted assurances as required
by ordinances and regulations of Maricopa County as a substitute for this Agreement. In the event
Lennar shall seek to release certain lots that are serviced by infrastructure satisfactory to Maricopa
County from the building permit hold established by this Agreement, then and in such event,
Lennar and Maricopa County shall modify the terms of this Agreement such that a building permit
hold shall remain on the remaining lots within the plat, subject to the satisfaction of the Maricopa
County Planning and Development Director and County Attorney. If Lennar shall elect instead to
provide financial assurance(s), any substitute financial assurance(s), shall be based upon one
hundred twenty percent (120%) of a County approved cost estimate, as prepared by a civil engineer
licensed in the State of Arizona, for the remaining improvements at the time of termination. Said
estimate shall be based on current unit costs for the various remaining work items.
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9.
This Building Permit Hold does not and shall not be interpreted to include required
assurances for any and all improvements required by Maricopa County Department of
Transportation (MCDOT) that are located along the perimeter or outside the boundaries of the
Property. Said improvements shall be assured by proper financial assurance(s) pursuant to
guidelines provided by MCDOT.
10.
Nothing contained in this Agreement shall be construed as obviating the necessity of
Lennar providing financial warranty assurances for any improvements pursuant to applicable
County ordinances, resolutions or rules.
11.
This Agreement may be cancelled by the County pursuant to the terms of A.R.S. § 38-511.
12.
All notices, and communications to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered personally (in which case the date of delivery
would the actual date), if mailed first-class, postage prepaid, or certified mail (in which case the
date of delivery would be three (3) days from the date of mailing), or if sent by telegram, telex,
facsimile, telecommunication or other similar form of communication (in which case the date of
delivery would be the date of receipt confirmation), as follows, or as otherwise provided by notice
to the other party:
If to County:
Maricopa County Planning and Development Department
501 N. 44th Street
Phoenix AZ
Attention: Director
If to Lennar:
Lennar Arizona, Inc.
1665 W. Alameda Dr., #130
Tempe, AZ 85282
Attention: Jeff Gunderson
With Copy to:
Tiffany & Bosco, PA
2525 E. Camelback Rd., 7th Floor
Phoenix, AZ 85016
Attention: Ashley Z. Marsh
13.
This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the
parties to this Agreement and their respective successors and assigns. This Agreement shall run
with and be an encumbrance upon the Property.
14.
This Agreement, including all Exhibits, constitutes the entire agreement and understanding
between the parties relating to the provision of assurances required by statute and supersedes all
prior representations, communications and arrangements, whether oral, written or inferred,
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between the parties relating to that subject matter. This Agreement shall not be amended or
modified except by a writing duly executed by Lennar and the County. The waiver of any breach
of any term or condition of this Agreement shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.
15.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions of this Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
16.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
17.
Lennar shall provide to the County, satisfactory evidence that the person executing this
Agreement for Lennar has been authorized to do so.
Dated as of the day and year first above written.
[SIGNATURES ON FOLLOWING PAGES]
By:
Name: Jeff Gunderson
Title: Authorized Signer
Approved as to f9einiand content:
Date:
Cofinty Attorney
LENNAR:
Lennar Arizona, Inc.,
An Arizona Corporation
COUNTY:
MARICOPA COUNTY BOARD OF SUPERVISORS
By:
Name:
Title:
ATTEST:
Date:
Clerk of the Board of Supervisors
7-19 2-6
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EXHIBIT A
(Legal Description of the Lennar Property)
[See attached]
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
That portion of the Southwest quarter of Section 36, Township 3 North, Range 2 West of the Gila
and Salt River Base and Meridian, more particularly described as follows:
Commencing at the Southwest corner of said Section 36, from which the West quarter corner of
said Section 36 bears North 00 degrees 16 minutes 23 seconds East a distance of 2648.21 feet;
Thence North 00 degrees 16 minutes 23 seconds East along the West line of the Southwest quarter
of said Section 36, 1039.37 feet to the Point of Beginning;
Thence continuing along said West line 1608.84 feet;
Thence departing said West line, South 89 degrees 47 minutes 44 seconds East 2064.57 feet to the
beginning of a non-tangent curve, concave to the Southwest, whose radius bears South 60 degrees
28 minutes 55 seconds West at a distance of 345.00 feet;
Thence along the arc of said curve, through a central angle of 27 degrees 37 minutes 47 seconds,
an arc length of 166.37 feet;
Thence South 01 degree 53 minuted 17 seconui;officTaio.,r8.03 feet;
Thence South 45 degrees 02 minutes 37 seconds West 55.82 feet;
Thence North 89 degrees 57 minutes 23 seconds West 879.75 feet;
Thence South 00 degrees 02 minutes 37 seconds West 510.77 feet;
Thence North 89 degrees 48 minutes 07 seconds West 1266.78 feet to the Point of Beginning.
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VOTARY PUBLIC
State of Florida
LAURA MAXWELL
MY COMMISSION 0 FF 065022
N EXPIRES: October 21, 2017
Bonded itin, Notary Public Undenwiters
if
LENNAR ARIZONA, INC.
CERTIFICATE OF INCUMBENCY
JANUARY 22, 2016
The undersigned, Mark Sustana, as the duly elected, qualified and acting Secretary of
Lennar Arizona, Inc., an Arizona corporation (the "Corporation"), hereby certifies that:
1.
ALAN JONES is a duly elected, qualified and acting President of
the Corporation, serving continuously in such capacity since his election on
October 9, 2006.
2.
JEFF GUNDERSON is a duly elected, qualified and acting Vice
President of the Corporation, serving continuously in such capacity since his
election on March 5, 2008.
3.
The Resolutions attached as Exhibit A were duly adopted by
Unanimous Written Consent of the directors of the Corporation on October 9,
2006, and have not been amended or rescinded, and remain in full force and
effect.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Incumbency
on behalf of the Corporation effective as of the date first written above.
Mark gustana, Secretary
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Sworn to and subscribed before me this 22n d day of January 2016, by Mark Sustana,
Secretary of Lermar Arizona, Inc., an Arizona corporation, on behalf of the Corporation. He is
personally known to me and did not take an oath.
Certificate of Incumbency
January 22,2016
Page 1 of 2
EXHIBIT A
RESOLVED, that all subdivision development agreements, subcontractor
agreements, bond agreements, utility agreements, permitting applications,
purchase and sale contracts, lease agreements, deeds, mortgages, including
satisfactions, releases and assignments of mortgages, releases and assignments of
judgments, affidavits and any and all other instruments and documents in
connection with development and homebuilding operations necessary in or which
pertain to the business of the corporation by the Chief Executive Officer,
President, Chief Operating Officer or any Vice President of the Corporation and
the execution and delivery of any such documents by such officer shall be
considered evidence of the Corporation's approval of the specific transaction and
of the authority of such officer to execute, acknowledge and deliver such papers
in connection therewith.
RESOLVED, that ALAN JONES, acting alone be and is hereby authorized on
behalf of this Corporation to enter into contracts for services, purchase materials
and supplies, execute applications, government and quasi-government permits and
licenses, obtain FHA and VA approvals, enter into written contracts with City and
County agencies (including school districts) preliminary to or concurrent with the
subdivision of real property owned, or under contract to purchase by sale
agreement or option, which contracts are part of said subdivision process, execute
documents or instruments burdening this Corporation's real property as a part of
the subdivision process, including but not limited to Subdivision Improvement
Agreements, easements, rights-of-way, licenses, covenants, conditions and
reservations ("CC&R's"), annexation agreements, applications for Department of
Real Estate public reports, title company indemnification agreements relating to
Corporation real property, public and quasi-public utility service applications and
contracts, temporary entry agreements, contracts for the sale or rental of this
Corporation's residential real property when such real property is improved with a
housing unit and is a part of a residential subdivision which latter authority
includes the authority to execute escrow instructions, Grand Deeds and other
instruments of conveyance, and all other contracts involving this Corporation's
ordinary course of business.
Certificate of Incumbency
January 22, 2016
Page 2 of 2
ENTITY INFORMATION
Search Date and lime: 5/22/2020 10:01:23 AM
Entity Details
Entity Name:
Entity Type:
Formation Date:
Approval Date:
Original Incorporation Date:
Business Type:
Domicile State:
LEN NAR ARIZONA, INC.
Domestic For-Profit (Business) Corporation
7/26/2006
7/5/2018
7/26/2006
REAL ESTATE
Arizona
Las
Anr
Original Publish Date:
8/21/2006
Statutory Agent Information
Name:
CT CORPORATION SYSTEM
Attention:
Address:
3800 N CENTRAL AVE SUITE 460, PHOENIX, AZ 85012, USA
Agent Last Updated:
6/17/2019
Attention:
County:
Maricopa
Principal Information
Name
Attention rvidress
Vice-Presidert
JEFFERY GUNDERSCN
1725W GREENTREE DRIVE, ;7114, TEMPE, AZ, 35284, M;
700 N.W. 107TH AVENUE SUITE 400, MIAMI, FL, 33172. N;
Vice-President
MARK SUSTANA
Thank you,
Chris Clonts
Vice President Land Project Management
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MARICOPA COUNTY
RESOLUTION NO.
C- ___________
A RESOLUTION OF THE BOARD OF SUPERVISORS OF MARICOPA COUNTY, PHOENIX,
ARIZONA (THE “COUNTY”) AUTHORIZING EXECUTION ON BEHALF OF THE COUNTY, AN
ASSURANCE AGREEMENT AMONG THE COUNTY; AND LENNAR ARIZONA, INC.
(HEREAFTER, THE “OWNER”) REGARDING IMPLEMENTATION OF THE DEVELOPMENT
KNOWN AS THE NORTHERN CROSSING SUBDIVISION
WHEREAS, Maricopa County is a growing county with respects to population, and
expects population growth to continue in the foreseeable future, and
WHEREAS, a sizable portion of this population growth will occur in unincorporated areas
as a result of large master-planned communities that will include a significant number of residents
and various types of land uses; and
WHEREAS, the Board of Supervisors recognizes that it must exercise its authority to
accommodate growth in an efficient manner that protects County residents and taxpayers from
undue fiscal burdens; and
WHEREAS, pursuant to Arizona Revised Statues §11-821(C) the posting of an assurance
satisfactory to the County, ensuring the completion of necessary infrastructure, is required as a
pre-condition to the granting of an approval to subdivide property; and
WHEREAS, Owner owns certain real property in unincorporated Maricopa County
comprising a total of approximately 67.8 acres (the “Property”); and
WHEREAS, Owner represents and warrants that it is the fee title owner of the Property
and has an interest in the Property as described in Arizona Revised Statutes §11-1101 B; and
WHEREAS, County wishes to enter into an assurance agreement in form and substance
acceptable to the County with Owner (the “Assurance Agreement”) for the subdivision known as
Northern Crossing in accordance with ARS §11-821 to help ensure timely and efficient
development of infrastructure and services for future residents within the Property, and to help
minimize fiscal impacts to County residents and taxpayers;
APPROVED AS/TO/FORM:
K/K/20
ttorney for the County
WHEREAS, ARS §11-821 provides that the Board of Supervisors may regulate the
subdivision of lands within its corporate limits by requiring the posting of performance bonds or
other forms of assurances, including assurance agreements, necessary to ensure the installation
of required street, sewer, electric and water utilities; and drainage and flood control improvements
meeting minimum standards of design and construction; and
WHEREAS, the Board of Supervisors has agreed to accept from Owner in order to meet
such requirements an assurance in the form of the "Assurance Agreement".
NOW, THEREFORE, BE IT RESOLVED, the Board of Supervisors of Maricopa County
authorizes execution of the Assurance Agreement on behalf of the County.
EXECUTED this
day of , 2020, by Maricopa County Board of Supervisors,
Phoenix, Arizona.
Chairman,
Board of Supervisors
ATTEST:
Clerk of the Board