HIDDEN WATERS RANCH- TERMINATION OF DEVELOPMENT AGREEMENT.PDF

4858-9281-8577.6 
 
 
 
 
 
 
 
 
TERMINATION OF 
HIDDEN WATERS RANCH DEVELOPMENT AGREEMENT 
 
 
This Termination of Hidden Water Ranch Development Agreement (this “Termination 
Agreement”) is made and entered into as of February ____, 2024 (the “Effective Date”), by and 
among 339TH & I-10, LLC, an Arizona limited liability company, PREV AGAVE QOZB LLC, 
a Minnesota limited liability company, PREV AGAVE RVST QOZB LLC, a Minnesota limited 
liability company, RED MOON DEVELOPMENT & CONSTRUCTION, INC., an Arizona 
corporation, ROOSEVELT LOGISTICS CENTER QOZB, LLC, a Wyoming limited liability 
company, 1ST CHOICE REAL ESTATE LLC, an Arizona limited liability company (each, an 
“Owner” and, collectively, “Owners”), GLOBAL WATER – HASSAYAMPA UTILITIES 
COMPANY, INC., an Arizona corporation (“Utility”), and MARICOPA COUNTY, a political 
subdivision of the State of Arizona (“Maricopa County”).  Owners, Utility and Maricopa County 
may be referred to herein as a “Party” or, collectively, as the “Parties.” 
 
RECITALS 
 
 
A. 
339th & I-10, LLC, an Arizona limited liability company, R.A.M. Arizona Homes 
West, LLC, an Arizona limited liability company (“RAM Homes”), Hassayampa Utility 
Company, Inc., an Arizona corporation, and Maricopa County are parties to that certain Hidden 
Waters Ranch Development Agreement, approved by the Maricopa County Board of Supervisors 
on October 21, 2009 as Resolution C-44-10-031-M-00, dated October 26, 2009, and recorded 
October 29, 2009, at Instrument No. 2009-1002577 (the “Development Agreement”), which 
Development Agreement relates to that certain ‘Property’ as described in the Development 
Agreement (the “Property”). 
 
 
B. 
The Development Agreement, including Section 25 of the Development 
Agreement, provides that it shall automatically terminate as to any Residential Lot and such 
Residential Lot shall be released from and no longer be subject to or burdened by the provisions 
of this Agreement; accordingly, the Development Agreement does not presently encumber the 
Residential Lots within the Property, being generally located at the southwest corner of W. 
Roosevelt Street and N. 343rd Avenue. 
 
 
C. 
Utility is the successor, by merger and name change, to Hassayampa Utility 
Company, Inc., an Arizona corporation, and owns a portion of the Property. 
 
 
D. 
Owners are the successors-in-interest to all those other portions of the Property that 
remain subject to the Development Agreement.

4858-9281-8577.6 
 
 
E. 
The Development Agreement was a stipulated condition of approval from the 
Hidden Waters Ranch Development Master Plans, DMP2008006 condition “f” and DMP2021004 
condition “e”, approved for the Property, which conditions were deleted in a subsequent 
modification to the Development Master Plans, DMP2023002.  Accordingly, Owners, Utility and 
Maricopa County desire to terminate the Development Agreement in its entirety. 
 
 
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable 
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as 
follows: 
 
AGREEMENT 
 
1. 
Recitals; Defined Terms.  The foregoing recitals are hereby incorporated into this 
Termination Agreement as if fully restated herein.  All initially capitalized terms used and not 
otherwise defined in this Termination Agreement shall have the meaning ascribed to such terms 
as set forth in the Development Agreement. 
2. 
Termination.  Effective as of the Effective Date (which shall represent the date upon 
which the last of the Parties executed this Termination Agreement), and subject only to the terms 
of this Termination Agreement, the Development Agreement is hereby terminated in its entirety. 
3. 
Indemnification.  In the event any person or entity brings any actions of any nature 
whatsoever against Maricopa County alleging or including an allegation that the termination of the 
Development Agreement was improper in any manner, or that the failure of Maricopa County to 
enforce the obligation imposed on any Party was improper and/or caused harm of any nature 
whatsoever, all Owners shall, to the fullest extent of the law, jointly and severally, indemnify and 
save Maricopa County harmless from any such claim. The obligation to indemnify and save 
Maricopa County harmless shall include, without limitation, the obligation to provide Maricopa 
County with a complete legal defense, shall include all costs of litigation and all costs incurrence 
as the result of any determination that Maricopa County has liability for the termination of the 
Development agreement. The obligation to indemnify and save Maricopa County harmless is such 
that Maricopa County shall incur no cost of any nature whatsoever due to any action that results 
from this Termination Agreement.  
4. 
General Release.  The Parties specifically waive and relinquish all rights and 
benefits afforded by any claim (civil, criminal, administrative, or other) which it may have against 
any other Party to the Development Agreement with respect to matters arising under or with 
respect to the Development Agreement.  This release is done with their respective understanding 
and acknowledgement of the significance of such a specific waiver of all claims. For the purpose 
of implementing a full and complete release and discharge, the Parties expressly acknowledge that 
this Termination Agreement is intended to include in its effect (without limitation) all claims that 
the Parties do not know or suspect to exist in its favor, under and pursuant to the Development 
Agreement, at the time the Parties execute this Termination Agreement, which contemplates the 
extinguishment of any such claims.

4858-9281-8577.6 
 
5. 
Representations.  Simultaneously with or prior to the execution of this Termination 
Agreement by any Party, said Party shall present to Maricopa County, in form acceptable to the 
Maricopa County Attorney, proof of the legal authority of any individual executing the 
Termination Agreement to bind said Party. 
6. 
Attorneys’ Fees.  In the event the Parties hereto become involved in any action or 
proceeding arising out of or in connection with this Termination Agreement (including, without 
limitation, the enforcement or interpretation of this Termination Agreement or any Party’s rights, 
duties, or obligations hereunder), the prevailing Party shall, subject to the provisions of local law, 
be entitled to recover from the non-prevailing Party all reasonable attorneys’ fees and costs, and 
paralegal fees and costs, expenses and disbursements incurred by the prevailing Party in such 
action or proceeding, without the necessity for a cross-action by the prevailing Party. Such 
reimbursement shall include all such expenses incurred prior to and at any such trial or proceeding 
and at all levels of appeal and post judgment proceedings.   
7. 
Venue; Governing Law.  The provisions in this Termination Agreement are binding 
on and inure to the benefit of the Parties and their respective successors and assignees. This 
Termination Agreement shall be construed under the laws of the State of Arizona without giving 
effect to the conflict of laws, rules, and principles thereof.  Venue for any action or litigation arising 
out of or based on this Termination Agreement shall be in Maricopa County, Arizona. 
8. 
Modifications.  This Termination Agreement shall not be modified by any Party by 
oral representation made before or after the execution of this Termination Agreement.  All 
modifications must be in writing and signed by the Party to be charged therewith. 
9. 
Entire Agreement.  This Termination Agreement contains the entire understanding 
and agreement between the Parties hereto with respect to the matters referred to herein. No other 
representations, covenants, undertakings or other prior or contemporaneous agreements, oral or 
written, respecting such matters, that are not specifically incorporated herein, shall be deemed in 
any way to exist or bind any of the Parties hereto. The Parties hereto acknowledge that each party 
has not executed this Termination Agreement in reliance on any such promise, representation or 
warranty. 
10. 
Counterparts.  This Termination Agreement may be executed in multiple 
counterparts, each of which shall be deemed an original Termination Agreement, and all of which 
shall constitute one agreement to be effective as of the Termination Date. Electronic signatures 
shall be acceptable to bind any Party. 
11. 
Cancelation. This Termination Agreement is subject to cancelation pursuant to 
A.R.S. § 38-511. 
[Remainder of Page Intentionally Blank]

4858-9281-8577.6 
 
 
DATED as of the Effective Date. 
MARICOPA 
COUNTY, 
a 
political 
subdivision of the State of Arizona 
 
By: 
 
 
 
 
 
 
Name: Jack Sellers 
Title: Chairman of the Board of Supervisors 
 
 
By: 
 
 
 
 
 
 
Name:  
 
 
 
 
 
Title: Clerk of the Board of Supervisors 
 
 
APPROVED AS TO FORM: 
 
              
 
By: 
 
 
 
 
 
 
Name: Wayne J. Peck 
 
 
 
Title: Deputy County  Attorney 
 
STATE OF ARIZONA 
) 
 
 
 
 
) ss. 
County of Maricopa  
) 
 
 
The foregoing instrument was acknowledged before me on this ____ day of 
______________, 2024, by Jack Sellers, Chairman of the Board of Supervisors of MARICOPA 
COUNTY, Arizona, on behalf thereof. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Notary Public 
 
My Commission Expires: