SEASONS@RIVERSIDE_AAGMT&RESO.PDF
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ASSURANCE AGREEMENT This Agreement is made on January 31, 2020, by and between MARICOPA COUNTY, a political subdivision of the State of Arizona, (hereinafter "County"); and RICHMOND AMERICAN HOMES OF ARIZONA, INC., a Delaware corporation, with an address of 16427 N. Scottsdale Road, Suite 175, Scottsdale, AZ 85254, (hereinafter, the "Owner"). The term Owner as used herein shall include Owner and any and all successors in title to the Property. Whereas, Owner is the owner of certain real property full described in Exhibit A attached hereto and made a part hereto (herein referred to as "Property"); and Whereas, Owner 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, development of the Property will require, in addition to internal infrastructure necessary to serve the subdivision, infrastructure for improvements that are located along the perimeter or outside the boundaries of the Property. Whereas, Owner 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 Owner 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: 1. The above recitals are incorporated herein as if fully reproduced at length. 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 Owner, 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 Owner 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. Owner 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 Owner 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 infrastructure building permits issued for the Property have been completed and all required warranty assurances have been provided. 8. This Agreement may be terminated by Owner providing substituted assurances as required by ordinances and regulations of Maricopa County as a substitute for this Agreement. Any financial assurance 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. 9. This Building Permit Hold shall remain in full force and effect until financial assurances acceptable to the County are provided for all infrastructure improvements required to service the subdivision and for infrastructure located along the perimeter or outside the boundaries of the Property. -2- 10. Nothing contained in this Agreement shall be construed as obviating the necessity of Owner 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 Owner: Richmond American Homes of Arizona, Inc. 16427 N. Scottsdale Road, Suite 175 Scottsdale, AZ 85254 Attn: Jose Castillo 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, between the parties relating to that subject matter. This Agreement shall not be amended or modified except by a writing duly executed by Owner 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. -3- 17. Owner shall provide to the County, satisfactory evidence that the person executing this Agreement for Owner has been authorized to do so. Dated as of the day and year first above written. OWNER: RICHMOND AMERICAN HOW,S OF ARIZONA, INC., a Delaware corporation By: Name: 112'3,an Huffman Title: Division President ATTEST: /7 Clerk of the Board of Supervis s Approved as to foi ontent: COUNTY: MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: Date: Date: 04/0 7re OWNER: RICHMOND AMERICAN HOWS OF ARIZONA, INC., a Delaware no.,7,0 By: Name: Ryan Huffman Title: Division President COUNTY: MARICOPA COUNTY BOARD OF SUPERVISORS By: Name: Title: ATTEST: Clerk of the Board of Supervisors Approved as to form and content: Deputy County Attorney Date: Date: EXHIBIT A (Legal Description of the Owner Property) THE LAND REFERRED TO HEREIN BELOW IS SITUATED MARICOPA, IN THE COUNTY OF MARICOPA, STATE OF ARIZONA, AND IS DESCRIBED AS FOLLOWS: PARCEL NO. 1: THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 2 NORTH, RANGE 1 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA; EXCEPT THAT PORTION CONVEYED IN RECORDING NO. 2010-504018, MORE PARTICULARLY DESCRIBED AS FOLLOWS: THAT PORTION OF THE SOUTHEAST QUARTER OF SECTION 11, TOWNSHIP 2 NORTH, RANGE 1 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, DESCRIBED AS FOLLOWS: COMMENCING AT THE EAST QUARTER CORNER OF SAID SECTION 11; THENCE SOUTH 00 DEGREES 00 MINUTES 32 SECONDS EAST ALONG THE EAST LINE OF SAID SECTION 11, A DISTANCE OF 725.75 FEET TO A POINT ON THE NORTHERLY LINE OF THE AIRLINE CANAL EASEMENT, AS RECORDED IN RECORDING NO. 90148612, AND RECORDED IN RECORDING NO. 91- 584105, AND RECORDING NO. 92-198179, MARICOPA COUNTY RECORDS; THENCE SOUTH 51 DEGREES 12 MINUTES 08 SECONDS WEST ALONG THE NORTHERLY LINE OF SAID AIRLINE CANAL EASEMENT, A DISTANCE OF 39.69 FEET; THENCE SOUTH 48 DEGREES 17 MINUTES 46 SECONDS WEST ALONG THE NORTHERLY LINE OF SAID AIRLINE CANAL EASEMENT, A DISTANCE OF 28.61 FEET; THENCE SOUTH 52 DEGREES 25 MINUTES 47 SECONDS WEST ALONG THE NORTHERLY LINE OF SAID AIRLINE CANAL EASEMENT, A DISTANCE OF 16.02 FEET TO A POINT, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 00 DEGREES 00 MINUTES 32 SECONDS EAST AND PARALLEL, AND 65.00 FEET WEST OF THE EAST LINE OF SAID SECTION 11, A DISTANCE OF 538.13 FEET TO A POINT ON THE NORTH LINE OF WIGWAM CREEK PHASE 2; THENCE NORTH 89 DEGREES 06 MINUTES 15 SECONDS WEST ALONG SAID NORTH SUB. LINE, A DISTANCE OF 300.44 FEET TO A POINT ON THE WESTERLY LINE OF SAID AIRLINE CANAL EASEMENT; THENCE NORTH 09 DEGREES 49 MINUTES 01 SECONDS EAST ALONG THE WESTERLY LINE OF SAID AIRLINE CANAL EASEMENT, A DISTANCE OF 285.96 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 174.50 FEET; THENCE NORTHEAST ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 42 DEGREES 36 MINUTES 46 SECONDS FOR AN ARC LENGTH OF 129.78 FEET; THENCE NORTH 52 DEGREES 25 MINUTES 47 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID AIRLINE CANAL EASEMENT, A DISTANCE OF 234.69 FEET TO THE POINT OF BEGINNING. PARCEL NO. 2: A PERPETUAL DRAINAGE EASEMENT AS SET FORTH IN DECLARATION OF DRAINAGE EASEMENT RECORDED JUNE 18, 2007 IN RECORDING NO. 2007-698411, RECORDS OF MARICOPA COUNTY, ARIZONA. CERTIFICATE OF RESOLUTION I, Joseph H. Fretz, as Secretary of Richmond American Homes of Arizona, Inc., a Delaware corporation (the "Company"), do hereby certify on behalf of the Company that the following resolutions were adopted by the Board of Directors of the Company pursuant to the Minutes of Action dated as of January 13, 2020 and that such resolutions are in full force and effect as of the date of this Certificate of Resolution: RESOLVED, that the Company hereby appoints Ryan L. Huffman as Division President (Phoenix East Division), effective as of January 4, 2020, to serve until his successor is duly appointed or until the earlier of his resignation, retirement, termination of his employment, or death; and it is FURTHER RESOLVED, that Ryan L. Huffman as an officer of the Company is authorized hereby to enter into and execute and deliver, on behalf of the Company, any and all documents necessary or advisable in connection with his position as Division President (Phoenix East Division). RICHMOND AMERICAN HOMES OF ARIZONA, INC., a Delaware corporation Li "" Executed at Denver, Colorado this I . day of January 2020. ZALegal\MInutes12020\RAH\RAHAZ 20200104 Huffman (DP).doc 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 RICHMOND AMERICAN HOMES OF ARIZONA, INC. (HEREAFTER, THE "OWNER") REGARDING IMPLEMENTATION OF THE DEVELOPMENT KNOWN AS THE SEASONS AT RIVERSIDE 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 36.7 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 the Seasons at Riverside 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; 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 Phoenix, Arizona. , 2020, by Maricopa County Board of Supervisors, Chairman, Board of Supervisors ATTEST: Clerk of the Board