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OFFICIAL RECORDS OF
MARICOPA COUNTY RECORDER
HELEN PURCELL
20091002577
10/29/2009
0 3 : 4 8
ELECTRONIC RECORDING
COB236-35-1-1-
chagollaj
RESOLUTION OF ADOPTION
FOR THE
HIDDEN WATERS RANCH DEVELOPMENT AGREEMENT
BETWEEN
MARICOPA COUNTY
AND
339TH & 1-10, LLC, R.A.M. ARIZONA HOMES WEST, LLC, AND HASSAYAMPA UTILITY
COMPANY, INC.,
APPROVED BY THE
MARICOPA COUNTY BOARD OF SUPERVISORS
ON
OCTOBER 21, 2009
C-44-10-031-M-00
DO NOT REMOVE
This is part of the official document
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Resolution of Adoption
(·#10·or-·OO
Hidden Waters Ranch Development Agreement
When Recorded Return To:
339" & 1-10, LLC
C/O Keith Miller
14400 N. 76" Place
Scottsdale, AZ 85260
RAM. Arizona Homes West, LLC
c/o Peter C. McKittrick, Receiver
For PAC Equities and its Affiliates
121 SW Morrison Street, Suite 600
Portland, OR 97204
Hassayampa Utility Company, Inc.
21410 North 1 9" Avenue, Suite 201
Phoenix, AZ 85027
Maricopa County Planning and Development Department
501 North 44" Street, Suite 100
Phoenix, AZ 85008
Date The
date
of
this
Development
Agreement
("Agreement")
Ocober
Zs 2009
Parties The parties to this Agreement are:
is
Maricopa County, a political subdivision of the State of Arizona ("Maricopa County" or
the "County"), with an address at 501 North 44" Street, Suite 100, Phoenix, Arizona
85008, Attn: Planning and Development Department Director
339th & 1-10, LLC, an Arizona limited liability company ("Developer"), with an address
at 14400 N. 76" Place, Scottsdale, AZ 85260, Attn. Keith Miller. Developer is engaged
either in the master planning and/or entitlement of the project, or subdivision
development not to include individual home owners.
R.A.M. Arizona Homes West, LLC, an Arizona limited liability company ("RAM"), with
an address at 121 SW Morrison Street, Suite 600, Portland, OR 97204.
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Hassayampa Utility Company, Inc, ("HUC"), with an address at 21410 North 19"
Avenue, Suite 201, Phoenix, AZ 85027, Attn: Cindy Liles
Developer, and RAM are collectively referred to herein as "Owner."
Recitals
WHEREAS, Maricopa County continues to be one of the fastest growing counties
in the United States with respect to population, and expects significant 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) that include a significant number of residents and various
types of land uses; and
WHEREAS, it is understood that Development Master Plans will have a
significant impact on the level of infrastructure and services that Maricopa County must
provide to serve such projects, and on the financial costs associated with such
development; 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 s 1 1 - 1 1 0 1 provides the authority for
counties to enter into development agreements with landowners or other persons
having interest in real property concerning any matter relating to the development of
land; and
WHEREAS, the Board of Supervisors has determined to enter into this
Agreement to mitigate the impacts of such development and for other reasons of public
policy to protect the health, safety and welfare of the residents and taxpayers of
Maricopa County; and
WHEREAS, Developer/Owner is the record owner of certain real property
comprising approximately six hundred and twenty four and eight-tenths (624.8) acres, (a
portion of which consists of approximately twenty eight and seven-tenths (28.7) acres
designated as a wastewater site and described on Exhibit A-1 attached hereto is owned
by HUC), which property is legally described on Exhibit A attached hereto and made a
part hereof (the "Property" which, as defined herein, shall exclude the parcels described
on Exhibit A-1), and located within the boundaries of the County and is not currently
within the boundaries of any incorporated town or city; and
WHEREAS, Developer/Owner represents and warrants that it is the fee title
owner of the Property and has good and marketable title to the Property; and
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WHEREAS, The Property is depicted in Development Master Plan case nos.
DMP2006007 and DMP2008006 (the "DMP Cases"). The development is known as The
Project (the "Project "); and
WHEREAS, Maricopa County is entering into this Agreement with the
Developer/Owner for the Project pursuant to Arizona Revised Statutes (A.R.S.) $ $11
251, 11-251.05, and 11-1101 in order to facilitate the development of the Property in
accordance with the Development Plan by providing for, among other things, the
conditions, terms, restrictions and requirements for the construction and installation of
infrastructure improvements and services, and other matters related to the development
of the Property to ensure timely, proper, functioning and efficient development of
infrastructure improvements and services for future residents of the Project, and to
minimize impacts to Maricopa County residents and taxpayers. The use of the term
"improvements" in this Agreement shall mean those infrastructure improvements
installed and constructed by Developer that are dedicated to the County in accordance
with this Agreement; and
WHEREAS, the Developer/Owner agree and acknowledge that development of
the Property pursuant to the DMP Cases, and this Agreement is consistent with the
Maricopa County Comprehensive Plan, and that the development of the Property
operates to the benefit of Maricopa County, the Developer and the general public.
Collectively, the DMP Cases and this Agreement are referred to herein as the
"Development Plan;" and
WHEREAS, the parties acknowledge that development of the Project will create
and bear a reasonable relationship to the need for development, extension or creation
of public facilities; and
NOW THEREFORE, Maricopa County and Developer/Owner agree to the
following provisions of this Agreement for the Project 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. Term. The Term of this Development Agreement is ten (10) years from the
date of approval by the Maricopa County Board of Supervisor. In the event all
development within the Property has not been completed, all assurances released and
all public improvements accepted for dedication at the stated end of the Term, then and
in such event, this Development Agreement shall remain in full force and effect unless
and until all such events have occurred or the parties, or their successors, shall have
entered into a replacement Agreement ("Automatic Extension"),
Upon the last of the
completion of all development within the Property, the completion, dedication and
acceptance of all Public Improvements or the release of assurances, the period of
Automatic Extension shall end. During any period of Automatic Extension, the Property
shall be entitled to no further entitlements or permits. In the event any application for
entitlement or permit shall be pending on the date Automatic Extension commences,
then and in such event, all such applications shall be deemed to be suspended until
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complete performance hereunder or the parties, or their successor, complete a
Replacement Agreement. As used herein, any agreement by the parties to extend the
Term of this Development Agreement shall be deemed to be a Replacement
Agreement.
At the end of the stated Term, or upon the end of any Automatic Extension, upon
presentation of an appropriate form by Developer, and after confirmation that the term
has ended, Maricopa County shall execute said appropriate form, which may be used
by Developer to make of public record the termination of all obligations pursuant to this
Agreement.
3. Conforming_to Standards. All improvements and other work to be performed
on the Property shall be done in accordance with all Maricopa County ordinances, rules,
standards, and regulations, and the rule and regulations of any and all other
department, divisions and agencies with jurisdiction over the Property.
Maricopa
County has issued those permits set forth on Exhibit B, attached hereto and made a
part hereof, which permits allow certain improvements to the Property. Developer (and
HUC as to only the work it undertakes on the property described on Exhibit A-1)
represents and warrants that all work to be performed on the Property shall be done
only in accordance with validly issued permits, and that any work performed outside the
scope of or in contradiction to the plans underlying any such permit, shall result in the
issuance of a stop work order by Maricopa County. Upon the issuance of any stop work
order, Developer shall immediately cease any and all work on the Property (and HUC
as to a stop work order with respect to the property described on Exhibit A-1) until such
time as the applicable stop work order shall have been rescinded.
4.
Stipulations incorporated
The stipulations approved by the Board of
Supervisors as a condition to the DMP Cases, attached hereto as Exhibit C and made a
part hereof, shall remain in full force and effect, unless modified by this Agreement, or
until such time as the Property or any portion thereof is annexed by a municipal
corporation or becomes a municipal corporation.
5.
Inspection. Maricopa County shall have the right and authority to inspect the
ongoing construction and installation of all improvements, in order to ensure that all
permitted work is performed in accordance with the final approved plans and
specifications therefore, all applicable permits and all rules and regulations applicable to
such work. In the event any permit shall require modification or extension, or any plan
shall require re-approval, such modification, extension or re-approval shall be guided by
all rules and regulations in effect at the time such modification, extension or re-approval
is granted. All work performed by Developer or HUC shall be performed in a good and
workman-like manner in conformity with specifications, standards and engineering
regularly applied by Maricopa County.
6.
Change of Conditions.
Developer agrees that, if during the installation of
improvements or any other work performed on the Property, Developer discovers that
the field conditions differ from those depicted on the plans which form the basis for any
permit, Developer shall immediately cease all work on the Property and provide notice
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to the applicable department or division of Maricopa County and further agrees that all
such work shall remain suspended until such time as Maricopa County grants revised
permits or otherwise authorized the continuation of work.
7. Title to Dedicated Improvements.
As to any and al! improvements to the
Property that are to be dedicated to Maricopa County, prior to the acceptance of the
installation and construction of such improvement (or a completed and logically
separable portion thereof) in accordance with Maricopa County approved plans and
specifications therefore, the Developer shall dedicate to Maricopa County any
necessary rights of way and/or easements. All dedications by the Developer shall be
debt and lien free fee and all dedications for right-of-way shall be a fee interest unless
Maricopa County, in its sole discretion, accepts in writing a lesser interest. With each
dedication, Developer shall provide to Maricopa County (i) an owner's title insurance
policy issued to Maricopa County, (ii) a parcel list containing the property owner's name
and Maricopa County Assessor's parcel number, (iii) a completed Environmental
Checklist attached as Exhibit D to this Agreement, (iv) a legal description of the
property, and (v) a plan map. Maricopa County shall review the Environmental Checklist
and will determine at its sole discretion whether Maricopa County will accept the
dedication, such acceptance not to be unreasonably withheld, conditioned or delayed.
8.
Fees.
Any and all fees payable to Maricopa County or its agencies shall
remain in full force and effect, unless modified by this Agreement, or until such time as
the Property or any portion thereof ls annexed by a municipal corporation or becomes a
municipal corporation.
9. Fee Adjustments. Any fees required pursuant to the approved stipulations of
the DMP Cases, zoning and other entitlements, shall be adjusted annually in the month
of July by using the amount approved in the applicable stipulation as the base amount
and applying the most recent annual GDP deflater as identified by the United States
Department of Commerce - Bureau of Economic Analysis
10. Impact Fee Ordinances.
The parties agree and recognize that as of the
execution date of this Agreement, Maricopa County does not have an impact fee
ordinance
In the event Maricopa County shall adopt and implement an impact fee
ordinance prior to the end of the Term, then and in such event, any such applicable
impact fees shall supersede and replace the- applicable fees memorialized by this
Agreement. Any fee memorialized by this Agreement not superseded by a fee pursuant
to an adopted impact fee ordinance shall remain in full force and effect.
1 1 . Assurances.
The Developer shall provide, to assure performance and
completion of all appropriate improvements, an irrevocable surety bond, irrevocable
performance bond, an irrevocable letter of credit or cash (an "Assurance.")
An
Assurance shall be in an amount sufficient to cover the costs of all improvements to
which said Assurance is applicable and shall increase on every anniversary date of the
origination of the Assurance by the amount necessary to cover the total cost of
completion of all improvements to which the Assurance is applicable. The term of each
Assurance shall be, at a minimum, the time that shall coincide with the projected
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duration of the construction schedule for the improvements assured. An Assurance
shall be in such form and substance acceptable to Maricopa County. An Assurance
shall be given to Maricopa County on the earlier of the date that is the date of approval
of the first final plat or the date upon which the Developer commences the installation of
any improvement to which the Assurance is applicable.
12.
Time In Which to Perform.
The time allowed for installation of the
improvements for which the Assurance has been provided may be extended by the
Board of Supervisors by resolution. As a condition or as part of any such extension, the
amount of any Assurance shall be increased or reduced, as the case may be, to an
amount not to exceed the cost of the installation, which cost shall be determined as of
the time of the passage of the resolution.
13. Obligor Liable. If the required improvements are not completed or corrected
in accordance with approved plans, then the obliger and surety, if any, shall be liable
thereon to Maricopa County for the reasonable cost of the improvements not completed
or corrected and Maricopa County may either prior to or after the receipt of the
proceeds thereof complete such improvements.
14. Amount of Assurances.
The amount of any and all Assurances shall be
determined by Maricopa County, after input from Developer.
15. Release or Reduction of Assu,anses. Upon subslantial sompletion of all
@(jod improvements on the properly, and the connection of any utilities involved to
the public system, the Developer may request of the appropriate department of
Maricopa- County in writing, that the appropriate- department--of- Maricopa- County
prepare a list of all uncompleted or unsatisfactory completed improvements on the
property. The request shall indicate which improvements have been completed and
which improvements-remain uncompleted in the judgment of the Developer. Thereupon
representatives of the appropriate department of Maricopa County shall inspect all
improvements covered by Developer's request and shall file a detailed list and report, in
writing, with- -the- Developer.
Said list
shal state, in detail, with- respect- to- each
improvement determined to be incomplete or unsatisfactory, the nature and extent of
the incompleteness of each incomplete improvement or the nature and extent of, and
remedy for, the unsatisfactory state of each completed improvement determined to be
unsatisfactory. The report prepared by the appropriate department of Maricopa County
shall identify each improvement determined to be complete and satisfactory together
with a recommendation as to the amount of reduction to be made to the Assurance
relating to the satisfactorily completed improvement. The appropriate department of
Maricopa County
shall either approve
the
improvements determined to be complete and
satisfactory, or reject any or all of these improvements by setting forth in writing the
cause for rejection, and shall approve and authorize the amount of reduction to be
made in the Assurance relating to the improvements accepted. Upon acceptance of an
improvement by the appropriate department of Maricopa County, the Developer shall be
roleased from all liability pursuant to its Assurance for such accepted improvement.
For the purpose of releasing the Developer from liability pursuant to its Assurance, the
total amount of the Assurance provided for all improvements shall be reduced by the
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amount attributable to each approved and accepted improvement. Notwithstanding the
above, Maricopa County may retain 30 percent of the amount of the total Assurance
until such time all improvements have been approved and accepted by Maricopa
County.
16. Warranty. The County shall own, operate and maintain at the County's sole
costs and expense, subject only to Developer's Warranty (defined herein), all
improvements following completion, dedication, and acceptance thereof by Maricopa
County.
The Developer shall warrant to Maricopa County the construction of all
improvements against defective workmanship and/or materials for one (1) year from the
date of release from the Assurance as provided above (the "Developer's Warranty").
The Developer's Warranty shall survive the termination of this Agreement. Maricopa
County shall give written notice to the Developer of any warranty claims within thirty (30)
days after the expiration of the applicable one ( 1) year warranty period; any claims
received after such date shall not be effective and the Developer shall have no
obligation with respect thereto. If any dedicated Infrastructure, or any part thereof, is
annexed by a municipality, the County is no longer obligated to own, operate and
maintain such infrastructure.
17. Failure of Obliger. In the event any insurance company, financial institution
or other entity issuing any assurance hereunder shall be subject to reorganization,
rehabilitation, other action whereby a State or Federal Agency has taken over
management of the entity; or if, in the reasonable opinion of the Board of Supervisors,
the circumstances and conditions of the entity result in Maricopa County declaring that
its interests are jeopardized, then within ninety (90) days of written notice of such fact,
Developer shall replace the Assurance with a new Assurance satisfactory to Maricopa
County.
Upon the posting of a satisfactory replacement Assurance, the Board of
Supervisors shall adopt a resolution releasing the jeopardizing Assurance.
18. A.R.S. § 38-511. This Agreement is subject to the provisions of A.R.S. § 38-
5 1 1 .
19. Representative. Each party hereto, and each department within Maricopa
County involved with the Property or future entitlements or permits for the Project, shall
designate and appoint a Representative to act as a representative of that party or those
parties in connection with this agreement. Notice from each party as to a change in the
identity of such Representative shall be by written notice to each designated
representative of any party to this Agreement. The representatives shall be available at
all reasonable times to discuss and review the performance of the parties to this
Agreement.
20. Failure to Perform. Failure to perform in accordance with this Agreement,
unreasonable delay in performance pursuant to this Agreement or any other failure to
perform in accordance with any term or provision hereof shall constitute a breach of this
Agreement. Failure to cure any breach within thirty (30) days after written notice thereof
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
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would reasonably be required to perform such action or comply with any term or
provision hereof, then the breaching party shall have such additional time as may be
reasonably necessary to perform or comply provided the breaching 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.
21.
Assignment.
This Agreement cannot be assigned by Developer/Owner
without written consent of Maricopa County or vice versa. Such consent shall not be
unreasonably withheld, conditioned or delayed. Developer shall have the right, upon ten
(10) days prior written notice to Maricopa 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; provided that any such assignee
shall agree, in writing, to be bound by all of the applicable terms and conditions of this
Agreement.
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, Maricopa County agrees to limit its
remedies to actions against the assignee and the Assigned Portion, unless such default
also adversely affects the unassigned portions of the Project either in whole or in part.
In addition to all other remedies available to Maricopa County in law or equity, Maricopa
County may terminate this Agreement as to the Assigned Portion. In the event a non
performance by the assignee adversely affects a portion of the Project other than the
Assigned Portion, then Maricopa County may withhold or delay any permits,
governmental approval of entitlements or improvements within the Property until such
time as the non-performance shall be cured.
This Agreement is binding on parties
regardless of whether or not the property is subsequently annexed to a municipality,
unless otherwise specified herein.
22.
Attorney's Eggs.
In the event any party finds it necessary to bring any
action at law or other proceeding against the other party to enforce any of the terms,
covenants or conditions hereof, or by reason of any default hereunder, the party
prevailing in any such action or other proceeding shall be paid all reasonable costs and
attorney's fees by the other party, and in the event any judgment is secured by the
prevailing party, all such costs and attorneys' fees shall be included therein, with the
fees to be set by the court and not by jury.
23. Maintenance. Until such time as Maricopa County shall accept dedication of
any applicable improvements, or same shall fall under the jurisdiction of a private
property owners' association, Developer shall maintain and shall be responsible for
having others maintain all such improvements on the property.
In the event of the
failure of Developer to perform as required, and in the event such failure results in
Maricopa County having to expend any funds to maintain an improvement, Developer
shall, upon notice of such expenditure, reimburse Maricopa County for all costs incurred
to maintain an improvement. Failure of the Developer to reimburse Maricopa County
within five (5) days following receipt of written notice of the expenditure of funds shall
constitute a breach of this Agreement and shall trigger all legal and equitable rights
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available to Maricopa County as well as any and all remedies available pursuant to this
Agreement.
24.
Public Bidding Procedures. If required by applicable law, contracts for the
construction of the improvements shall be publicly bid in the same manner as if the
County was constructing the improvements.
25. Runs With the Land. This Agreement shall run with and be binding upon the
land. This Agreement shall be for the benefit of and be binding upon the parties hereto
and their respective heirs, personal representatives, successors and assigns. 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 any single family, dual family or multi-family residential lot that
has been finally subdivided and individually sold to the end purchaser within the
Property (the "Residential Lots"). 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 Residential Lot, and thereupon such
Residential Lot 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 25 when
issuing any commitment to insure title or when issuing a title policy in connection with
the sale of a particular Residential Lot within the Property and, accordingly, not show
this Agreement as an exception to the title of such Residential Lot. This agreement is
binding upon the parties regardless of whether or not the Property is subsequently
annexed into a municipality, except as otherwise specified herein. Nothing in this
Paragraph 25 shall be construed to relieve the Owner of any obligation associated with
a permit issued by the County, even if such obligation has been transferred to the
purchaser of a Residential Lot.
26. Modification as an Amendment, In the event Developer shall apply for and
be granted any modification, amendment or addition to any permit or approval with
respect to the Project, such modified, amended or added permit or approval shall be
deemed to be a part of this Agreement without the necessity of formal amendment
hereto.
Should any such modification, amendment or addition require the posting of
additional Assurances, same shall be posted, maintained and released pursuant to the
terms hereof, said terms being deemed to be a part of said Assurance. Within ten (10)
days after any amendment to this Agreement, such amendment shall be recorded in the
Official
Records of Maricopa County, Arizona.
Developer acknowledges and
understands that no modification of this Agreement shall have any force or effect unless
approved by the Board of Supervisors in a public meeting and signed by the Chairman
of the Board of Supervisors.
27.
Governing Law.
This Agreement shall be governed by and construed
pursuant to the laws of the State of Arizona.
28. Ordinances and Regulations Control. Nothing contained herein, or in the
grant of any permit or approval, shall supersede the requirements or provisions of any
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Maricopa County ordinances, rules, standards and/or regulations, and/or the rules and
regulations of any and all other department, divisions and agencies with jurisdiction over
the Property.
29. Developer Not Obligated. Unless expressly and specifically set forth herein
or in any stipulation or condition of the DMP Cases or other related entitlement,
Developer 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, Maricopa
County or any department or division thereof.
30. Remedies, County shall not under any circumstances be liable to Developer
for any monetary damages, including but not limited to consequential damages resulting
from any breach of this Agreement.
Developer's remedies shall be limited to specific
performance hereunder.
31. Dispute Resolution. In the event that there is any dispute hereunder which
the parties cannot resolve between themselves, the parties agree that there shall be a
forty-five (45) day moratorium on litigation during which time the parties agree to
attempt to settle the dispute by nonbinding mediation before commencement of
litigation. The mediation shall be held pursuant to the guidelines of Rule 16.1, Arizona
Rules of Civil Procedure.
The matter in dispute shall be submitted to a mediator
mutually selected by Developer, HUC and Maricopa County.
In the event that the
parties cannot agree upon the selection of a mediator within seven (7) days, then within
three (3) days thereafter, Maricopa County, HUC and the Developer shall request the
presiding judge of the Superior Court for the County of Maricopa, State of Arizona, to
appoint an independent mediator. The mediator selected shall have at least five (5)
years' experience in mediating or arbitrating disputes relating to property development.
The cost of any such mediation shall be divided equally between Maricopa County and
Developer, or in such other fashion as the mediator may order.
The results of the
mediation shall be nonbinding on the parties, and any party shall be free to initiate any
litigation allowed by this Agreement upon the conclusion of mediation.
32.
Notices.
Any notice or other communication required or permitted to be
given under this agreement shall be in writing and shall be deemed to have been duly
given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S.
mail, registered or certified, return receipt requested, to the address set forth below, or
(ii) given to a recognized and reputable overnight delivery service, to the address set
forth below:
Maricopa County:
Maricopa County Department Planning and Development
501 W. 44" Street, Suite 200
Phoenix, AZ 85008
Attn: Director
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with a copy to:
Maricopa County Attorney's Office
222 N. Central, Suite 1100
Phoenix, Arizona 85004
Attn: Deputy -- Planning and Development
The Developer:
339" & 1-10, LLC
C/O Keith Miller
14400 N. 76" Place
Scottsdale, AZ 85260
with a copy to:
339" 8 110, LLC
CIO Jeff Dana
1 1 1 2 East Kael Circle
Mesa, AZ 85203
Dustin Jones
Tiffany & Bosco PA
2525 East Camelback Road, 3" Floor
Phoenix, AZ 85016
R.A.M. Arizona Homes West, LLC
clo Peter C. McKittrick, Receiver for PAC
Equities and its Affiliates
121 SW Morrison Street, Suite 600
Portland, OR 97204
HUC:
Cindy Liles
Hassayampa Utility Company, Inc.
21410 North 19" Avenue, Suite 201
Phoenix, AZ 85027
or to such other addresses as either party hereto may from time to time designate in
writing and delivery in a like manner.
33. Non Waiver. No delay in exercising any right or remedy shall constitute a
waiver. No waiver by Maricopa County, HUC or the Developer of any breach of a
covenant or condition of this Agreement shall be construed as a waiver of any
proceeding or succeeding breach of the same or any other covenant or condition of this
11
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Agreement. No waiver shall be effective unless in writing and signed by the granting
party. No inaction by Maricopa County shall be deemed to be a waiver or any approval
on the part of Maricopa County.
34. Board of Supervisors The Parties acknowledge that, notwithstanding any
language of this Agreement, no act, requirement, payment, or other agreed upon action
to be done or performed by Maricopa County which would, under any law require formal
action, approval, or concurrence by the Board of Supervisors, will be required to be
done or performed by Maricopa County unless and until formal Board of Supervisors
action has been taken and completed. This Agreement in no way acquiesces to or
obligates Maricopa County to perform a legislative act.
35. Further Instruments. Each party agrees 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.
However, Developer acknowledges that Maricopa County is limited in its actions by law
and ordinances.
36.
No Joint Venture.
It is not intended by this Agreement to, and nothing
contained in this Agreement shall, create any partnership, joint venture or other
agreement between the Developer, HUC and/or Maricopa County. No term or provision
of this Agreement 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.
37.
Indemnification. Subject to receipt of reasonable notice and opportunity to
defend, Developer shall indemnify, defend and hold the County, its Board members,
officers, employees, and agents harmless for, from and against all claims, costs,
damages, demands, expenses and liabilities (including reasonable attorneys' fees and
costs) which the county may incur or sustain in connection with complying with this
Agreement or as a result of any court action arising therefrom, except any claims arising
out of the County's negligence or willful misconduct or breach of this Agreement.
38. No Personal Liability. No member, official or employee of Maricopa County
shall be personally liable to Developer, or any successor or assignee: (a) in the event of
any default or breach by Maricopa County, (b) for any amount which may become due
to the Developer or its successor or assign, or (c) pursuant to any obligation of
Maricopa County under the terms of this Agreement.
39.
Ng Modification pr Expansion of Permits pr Approvals.
Developer
acknowledges that this Agreement does not and cannot modify or expand any of the
obligations resulting from approvals and/or permits issued for the Project. In all cases
the terms and conditions of the approvals and permits for the Project shall control in the
event of any conflict between this Agreement and the approval or permit.
40. Authorized Parties. Each of the parties represents and warrants to the other
that the persons executing this Agreement on behalf of the respective parties are
12
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20091002577
authorized and empowered to bind the party on whose behalf each such individual is
signing.
41. Severability.
If a Court of competent jurisdiction declares any provision of
this Agreement void or unenforceable such provisions shall be severed from this
Agreement, which shall otherwise remain in full force and effect.
42.
Construction of Agreement.
This Agreement has been arrived at by
negotiation and shall not be construed against either Party or against the Party who
prepared the last draft.
43. Agreement to be Recorded. 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.
Either Party, upon the request of the other Party, will record an
acknowledgment of the fulfillment of the terms of this Agreement once the requirements
of the Agreement have been fulfilled.
44. Survival and Expiration. All agreements, representations, indemnities and
warranties made in the Agreement shall survive the termination of this Agreement only
as expressly set forth in this Agreement. Otherwise, the Agreement shall expire upon
completion.
45.
Section Headings. The Section headings in this Agreement are inserted
only as a matter of convenience in reference and are not to be given any effect
whatsoever in construing any provision of this Agreement.
46.
Execution in Counterparts. This Agreement may be executed by the
parties in multiple counterparts, which taken together shall be deemed one original
document.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
13
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20091002577
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective on the date and at the time the Maricopa County Board of Supervisors
approves and adopts this Agreement.
MARICOPA COUNTY.
MARICOPA COUNTY,
An Arizona county.
"
Chairman of the Board of Supervisors
·.kill.geest
cer rte Board oz0l
APPROVED AS TO FORM:
+ztzt.
-€ounty ore
)
)ss.
)
STATE OF ARIZONA
/)
Acknowledgeg before me t i s. _a
day o Zall
_2009, by
e Chairman pf,the Board of Supervisors of Maricopa County, Arizona.
-±
County of Maricopa
My commission expires:
re
;~~-I"eet
CANDACE W. STEILL
Notary Public - State of Arizona
MARICOPA COUNTY
M Comm.
ires March 14, 2013
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20091002577
DEVELOPER:
339th 81-10, LLC, an Arizona limited liability company
2y: 7144roe 18e0,z4-<
a,,14122926
es. /lanAyn, Wln lie
a
STATE OF
_
COUNTY OF
_
) SS:
I CERTIFY that on
, 2009,
personally came before me and acknowledged under oath, to my satisfaction, that this
person (or if more than one, each person): is a member of '
LL.C., the limited liability Company named in this Document; is aware that the
operating agreement of the Company authorizes
to
execute documents on behalf of the Company; and this Document was signed and
delivered by the Company as its voluntary act duly authorized by a proper resolution of
its Members.
Signed and sworn to before me
on
,2009
Notary Public
My commission expires:
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Requested By: Marivel OMeara , Printed: 12/19/2018 1:45 PM
20091002577
CALIFORNIA AL.L-PURPOSE ACKNOWLEDGMENT
}
State of California
count er -72on/e/
I
oO24ad-A.ti, l %sore re.
5< W4.
perso ; appeared __ --v·-12_. CWJa.;s
S_'_. de,___,aeNS,Ca--i' =e(sf-ot"""'Sig-ne-,( s,--------------
who proved to me on the basis of satisfactory evidence to
be the person(6) whose name(s/are subscribed to the
within instrument and acknowledged to
me that
@9/she/they executed the same in[is/her/their authorized
capacity(ies), and that by[is/her/their signature() on the
instrument the person(s), or the entity upon behalf of
which the person(s] acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signatur.
Place Notary Seal Above
=
Commission e $802280
I
p
Nollry PullliC - ClllfGrtlll I
@Monterey Gouty
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Though the information below is not required by law; it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
rs r=a cram esch.h ] (dephan GA.ecreeh7
Document Date:
Numa-OfPages:
_
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Top of thumb here
RIGHT THUMBPRINT
OF SIGNE
Top of thumb here
RIGHT THUMBPRINT
OF SIGNER
Signer's Name:
_
□ Individual
L Corporate Officer - Title(s):
_
□ Partner - □ Limited □ General
□ Attorney in Fact
□ Trustee
□ Guardian or Conservator
□ Other:
_
Signer's Name:
_
□ Individual
□ Corporate Officer - Title(s):
□ Partner - □ Limited □ General
□ Attorney in Fact
□ Trustee
□ Guardian or Conservator
□ Other:
_
Signer Is Representing: _
Signer Is Representing.
KUO&EOU&EU7COCO
2007 National Notary Association • 9350 De Soto Ave., PO.Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 oorder: Call Toll-Free 1-800-876-6827
Order: 26180641
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Requested By: Marivel OMeara , Printed: 12/19/2018 1:45 PM
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OWNER:
R.A.M. Arizona Homes West, LLC, an Arizona limited liability company
/
bV._.
fee=
,
fee
t p . e
sate or 02pt
!
SS
COUNTY or 1tu}ts h)
csmmpy a _[lug±_, [ t a co s _ fl , A_Mllldth, lee@cee
personally came before me and a~~Gedged under oath, to my satisfaction, that this
person (or if more than one, each person): is a member of _
L u c , @ e mead tao
comoaoy rams_
@
P2Pe0»; ];"zeca
operating agreement of ihe Company authorizes Pf2k( f/duel_Ito
execute documents on behalf of the Company; and this Document was signed and
delivered by the Company as its voluntary act duly authorized by a proper resolution of
its Members.
Signed and sworn to before me
o C4Ni
1 1 , 2 0 0 9
OFFICIAL SEAL
SHANNON A. ORMSBY
NOTARY PUBLIC - OREGON
COMMISSION NO. 403001
MY COMMISSION EXPIRES F~BUY 28, 20o1
Notary Public
My commission expires:
Order: 26180641
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20091002577
HUC:
Hassayampa Utility Company, Inc.
[ l a 1 bile-
its: yc@.± 7 zra.ea&,
STATE OF . _R og_s o
COUNTY OF u\es-c0pa
)
)
) SS:
I CERTIFY that on August 18, 2009, Cindy M. Liles personally came before me
and acknowledged under oath, to my satisfaction, that this person (or if more than one,
each person): is a member of Hassayampa Utility Company, Inc., the corporation
named in this document; is aware that the Articles of Incorporation authorizes Cindy M.
Liles to execute documents on behalf of the corporation; and this document was signed
and delivered by the corporation as its voluntary act duly authorized by its Members.
Signed and sworn to before me
On August 18, 2009
JENNIE L. PEREZ
Notary Public - Arizona
Maricopa County
:, 'M y corm. Expires Ju+ 10, 201
Notary Public
My commission expires:
'
,
3/ro/2or2
18
7
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ARTICLES OF INCORPORATION
OF
HASSAYAMPA UTILITY COMPANY, INC.
1 .
NAME. The name of the corporation is: HASSAYAMPA UTILITY COMPANY,
INC.
2.
INITIAL BUSINESS. The purpose for which this Corporation is organized is the
transaction of any or all lawful business for which Corporations may be
incorporated under the laws of Arizona, as they may be amended from time to
time.
Andrew Abraham, Esq,
702 East Osborn Road, Suite 200
Phoenix, AZ 85014
5.
3.
AUTHORIZED CAPITAL. The corporation shall have authority to issue 10,000
shares of Common Stock.
4.
KNOWN PLACE OF BUSINESS. The street address of the known place of
business of the Corporation is:
22601 North 19th Avenue, Suite 210
Phoenix, AZ 85037
STATUTORY AGENT. The name and address of the Statutory Agent of the
Corporation is:
-
t
Cindy Liles
22601 North 19th Avenue, Suite 210
Phoenix, AZ 85037
6.
BOARD OF DIRECTORS. The initial board of directors shall consist of the
names and addresses of the persons who are to serve as the directors until the
first annual meeting of shareholders or until his/her successor is elected and
qualifies is:
Trevor Hill
22601 North 19th Avenue, Suite 210
Phoenix, AZ 85037
7.
The number of persons to serve on the board of directors thereafter shall be fixed
by the Bylaws.
OFFICERS. The initial officer(s) of the Corporation who shall serve at the
pleasure of the board of directors is (are):
Trevor Hill
Cindy Liles
President
Secretary and Treasurer
8.
INCORPORATOR. The name and address of the incorporator is:
Andrew Abraham
702 East Osborn Road, Suite 200
Phoenix, AZ 85014
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9.
10.
20091002577
All powers, duties and responsibilities of the incorporator(s) shall cease at the
time of delivery of these Articles of Incorporation to the Arizona Corporation
Commission.
INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND
AGENTS. The Corporation shall indemnify any person who in good faith incurs
expenses or liabilities by reason of the fact he or she is or was an officer,
director, employee or agent of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise. This
indemnification shall be mandatory in all circumstances in which indemnification
is permitted by law.
LIMITATION OF LIABILITY. To the fullest extent permitted by the Arizona
Revised Statutes as the same exists or may hereafter be amended, a director of
the Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for any action taken or any failure to take any action in good
faith as a director. No repeal, amendment or modification of this article, whether
direct or indirect, shall eliminate or reduce its effect with respect to any act or
omission of a director of the Corporation occurring prior to such repeal,
amendment or modification.
EXECUTED this _b day of July, 2005 by the Incorporator.
t
Signed:
Phone: (602) 234-9917
Fax: (602) 234-0341
Acceptance of Appointment By Statutory Agent
The undersigned hereby acknov ledges and acpepts the appointment as statutory agent
of the above-named corporatio effective this iL_ day of July, 2005.
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
A PARCEL OF LAND BEING A PORTION OF SECTIONS 4, 5. 6. 8, AND 9 OF TOWNSHIP I NORTH,
RANGE 5 WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN WHOSE AGGREGATE AREA IS
DESCRIBED BY THE FOLLOWING 5 PARCEL DESCRIPTIONS:
PARCEL I:
THAT PORTION OF THE NORTHWEST QUARTER OF SECTION 4. TOWNSHIP 1 NORTH, RANGE 5
WEST OF THE GILA AND SALT RIVER BASE MERIDIAN, MARICOPA COUNTY, ARIZONA, LYING
SOUTH OF INTERSTATE HIGHWAY IO RIGHT-OF-WAY.
TOGETHER WITH:
PARCEL 2:
THAT PORTION OF SECTION 5, TOWNSHIP I NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER
BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA. LYING SOUTH OF INTERSTATE HIGHWAY
I0 RIGHT-OF-WAY. EXCEPT THE EAST HALF OF THE NORTHEAST QUARTER THEREOF, AND
EXCEPT THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER.
TOGETHER WITH:
PARCEL 3:
THE EAST HALF OF SECTION 6. TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALT
RIVER BASE AND MERIDIAN, MARICOPA COUNTY, ARIZONA, EXCEPT THE NORTHWEST QUARTER
OF THE NORTHEAST QUARTER OF SAID SECTION 6. AND EXCEPT THE SOUTH HALF OF THE
SOUTHEAST QUARTER OF SAID SECTION 6.
TOGETHER WITH:
PARCEL 4:
THE NORTH HALF, AND THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER, AND THE
EAST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER, AND THE WEST HALF OF THE
EAST HALF OF THE SOUTHWEST QUARTER, EXCEPT THE SOUTH 701.62 FEET OF SAID WEST HALF,
OF SECTION 8, TOWNSHIP I NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER BASE AND
MERIDIAN, MARICOPA COUNTY, ARIZONA, EXCEPT THE SOUTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SAID SECTION 5, AND EXCEPT THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 5.
TOGETHER WITH:
PARCEL 5:
THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 9, TOWNSHIP I NORTH, RANGE 5
WEST OF THE GILA AND SALT RIVER BASE AND MERIDIAN. MARICOPA COUNTY, ARIZONA.
EXCEPTING THE FOLLOWING:
A PORTION OF THE EAST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 8,
TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER MERIDIAN. MARICOPA
COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST CORNER OF SAID SECTION 8: THEMCE ALONG THE EAST-WEST MID
SECTION LINE OF SAID SECTION 8, SOUTH 89° 33' 1!" EAST 2335.67 FEET: THENCE ALONG A LINE
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PARALLEL TO THE WEST LINE OF SAID EAST HALF OF THE SOUTHWEST QUARTER SOUTH 0014
12" WEST 707.49 FEET TO THE TRUE POINT OF BEGINNING:
THENCE CONTINUING SOUTH 00°? 14' 12" WEST 1232.82 FEET TO THE NORTH LINE OF THE
SOUTH 701.62 FEET OF EAST HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER;
THENCE ALONG SAID NORTH LINE NORTH 89·30' 43" WEST 354.86 FEET TO THE WEST LINE
OF THE EAST HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER:
THENCE ALONG SAID WEST LINE NORTH 00° 14' 27 EAST 1231.27;
THENCE SOUTH 8945' 48" EAST 354.77 FEET TO THE TRUE POINT OF BEGINNING;
SAID PARCEL CONTAINS 437,142 SQUARE FEET OR 10.0354 ACRES MORE OR LESS.
AND EXCEPTING THE FOL
OWING:
A PORTION OF THE WEST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 8,
TOWNSHIP I NORTH. RANGE 5 WEST OF THE GILA AND SALK RIVER MERIDIAN. MARICOPA
COUNTY. ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST CORNER OF SAID SECTION 8: THENCE ALONG THE EAST-WEST MID
SECTION LINE OF SAID SECTION 8, SOUTH 8933 1 1 " EAST 2334.67 FEET; THENCE ALONG A LINE
PARALLEL TO THE WEST LINE OF SAID EAST HALF OF THE SOUTHWEST QURTER SOUTH 00°14 12°
WEST 707.49 FEET; THENCE NORTH 8945 48" WEST 354.77 FEET TO THE EAST LINE OF SAID WEST
HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER AND TO THE TRUE POINT OF
BEGINNING;
THENCE ALONG SAID EAST LINE SOUTH O0I4 27 WEST 1231.27 FEET TO THE NORTH LINE
OF THE SOUTH 701.62 FEET OF SAID WEST HALF OF THE EAST HALF OF THE SOUTHWEST
QUARTER;
THENCE ALONG SAID NORTH LINE NORTH 8930' 43" WEST 660.15 FEET TO THE WEST LINE
OF SAID WEST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER;
THENCE ALONG SAID WEST LINE NORTH O014' I2 EAST 1228.37 FEET;
THENCE SOUTH 8945 48" EAST 660.23 FEET TO THE TRUE POINT OF BEGINNING;
SAID PARCEL CONTAINS 811,914 SQUARE FEET OF 18.6390 ACRES MORE OR LESS.
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EXHIBIT A-1
LEGAL DESCRIPTION OF PROPERTY
A PORTION OF THE EAST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 8,
TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALT RIVER MERIDIAN, MARICOPA
COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST CORNER OF SAID SECTION 8 THEMCE ALONG THE EAST-WEST MID
SECTION LINE OF SAID SECTION 8, SOUTH 89° 33' I1" EAST 2335.67 FEET; THENCE ALONG A LINE
PARALLEL TO THE WEST LINE OF SAID EAST HALF OF THE SOUTHWEST QUARTER SOUTH 0014
12 WEST 707.49 FEET TO THE TRUE POINT OF BEGINNING:
THENCE CONTINUING SOUTH OU I4' 12" WEST 1232.82 FEET TO THE NORTH LINE OF THE
SOUTH 701.62 FEET OF EAST HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER:
THENCE ALONG SAID NORTH LINE NORTH 8930' 43" WEST 354.86 FEET TO THE WEST LINE
OF THE EAST HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER:
THENCE ALONG SAID WEST LINE NORTH 00° I4' 27 EAST 1231.27;
THENCE SOUTH 8945' 48" EAST 354.77 FEET TO THE TRUE POINT OF BEGINNING;
SAID PARCEL CONTAINS 437,142 SQUARE FEET OR 10.0354 ACRES MORE OR LESS.
TOGETHER WITH:
A PORTION OF THE WEST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 8,
TOWNSHIP 1 NORTH, RANGE 5 WEST OF THE GILA AND SALK RIVER MERIDIAN. MARICOPA
COUNTY, ARIZONA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE WEST CORNER OF SAID SECTION 8; THENCE ALONG THE EAST-WEST MID
SECTION LINE OF SAID SECTION 8, SOUTH 8933 I EAST 2334.67 FEET: THENCE ALONG A LINE
PARALLEL TO THE WEST LINE OF SAID EAST HALF OF THE SOUTHWEST QURTER SOUTH 00°14' 12°
WEST 707.49 FEET: THENCE NORTH 8945' 48" WEST 354.77 FEET TO THE EAST LINE OF SAID WEST
HALF OF THE EAST HALF OF SAID SOUTHWEST QUARTER AND TO THE TRUE POINT OF
BEGINNING:
THENCE ALONG SAID EAST LINE SOUTH O014 27 WEST I231I.27 FEET TO THE NORTH LINE
OF THE SOUTH 701.62 FEET OF SAID WEST HALF OF THE EAST HALF OF THE SOUTHWEST
QUARTER;
THENCE ALONG SAID NORTH LINE NORTH 8930 43" WEST 660.15 FEET TO THE WEST LINE
OF SAID WEST HALF OF THE EAST HALF OF THE SOUTHWEST QUARTER;
THENCE ALONG SAID WEST LINE NORTH O0I4' I2" EAST 1228.37 FEET;
THENCE SOUTH 8945' 48" EAST 660.23 FEET TO THE TRUE POINT OF BEGINNING;
SAID PARCEL CONTAINS 811,914 SQUARE FEET OF 18.6390 ACRES MORE OR LESS.
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20091002577
EXHIBIT B
PERMITS AND APPROVALS
1 . DMP 2006007
2. DMP 2008006
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20091002577
EXHIBIT C
THE STIPULATIONS APPROVED BY THE BOARD OF SUPERVISORS AS A
CONDITION TO THE PROJECT
a.
Development shall comply with the Development Master Plan document entitled
"Hidden Waters Ranch Development Master Plan Major Amendment #1", a bound
document, dated revised October 2008 and stamped received October 30, 2008,
including the exhibits, maps, and appendices, except as modified by the following
stipulations.
b.
Changes to the Hidden Waters Ranch Development Master Plan with regard to use
and intensity, or changes to any of the stipulations approved by the Maricopa
County Board of Supervisors, shall be processed as a revised application with
approval by the Board of Supervisors upon recommendation by the Maricopa
County Planning and Zoning Commission.
Revised applications shall be in
accordance with the applicable Development Master Plan Guidelines, subdivision
regulations, and zoning ordinance in effect at the time of application(s) submission.
The Maricopa County Planning and Development Department may approve minor
changes administratively as outlined in the Maricopa County Development Master
Plan Guidelines in effect at the time of amendment. Non-compliance with the
approved Hidden Waters Ranch Development Master Plan narrative report, maps,
and exhibits, or the stipulations of approval will be treated as a violation in
accordance with the provisions of the Maricopa County Zoning Ordinance.
c.
All stipulations of approval shall remain in effect in the event of a change in name of
the Hidden Waters Ranch Development Master Plan.
d.
The initial final plat or precise plan for Hidden Waters Ranch Development Master
Plan shall be approved by the Board of Supervisors within five (5) years of approval
of this development master plan.
If the initial final plat has not been approved
within this timeframe, this development master plan will be scheduled for public
hearing by the Maricopa County Board of Supervisors, upon recommendation by
the Maricopa County Planning and Zoning Commission, to consider revocation of
the adopted development master plan. If revoked, all zoning and other entitlement
changes approved that are associated with Hidden Waters Ranch Development
Master Plan shall also be considered for revocation by the Board of Supervisors,
upon recommendation of the Commission, to the previous entitlements.
e.
The property owner and their successors waive claim for diminution in value if the
County takes action to rescind approval of this Development Master Plan due to
noncompliance with any of the approved stipulations.
f.
Prior to approval of any zone change, the master developer shall enter into a
development agreement with Maricopa County. Further, prior to approval of any
zone change this development agreement shall be signed by both the master
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20091002577
developer and the designated Maricopa County representative(s) and provided to
the Maricopa County Planning and Development Department for public record.
g.
The master developer shall be responsible for the construction of all public and
private on-site roads within the Hidden Waters Ranch Development Master Plan.
Further, the Hidden Waters Ranch homeowners association shall be responsible
for the maintenance and upkeep of all private roads, public open spaces and public
facilities, washes, parks, roadway median landscaping, landscaping within public
rights-of-way, and all pedestrian, bicycle, and multi-use paths.
h.
Prior to approval of each final plat, the master developer shall submit to the
Maricopa County Planning and Development Department a landscape inventory
and salvage plan which identifies and assesses the native vegetation within the
development parcels, and which determines the preservation/disposition for each of
the selected native vegetation.
i.
Landscaping of all common areas and open spaces, except for identified
recreational areas, within Hidden Waters Ranch shall consist of indigenous and
near-native plant species of a xeriphytic nature.
J.
Unless waived by the Board of Supervisors at the time of final plat approval, all
irrigation water supplied for common/open space areas and lakes over one (1) acre
in size shall be provided entirely by a renewable supply of water, such as treated
effluent, surface water, or Central Arizona Project (CAP) water, within five (5) years
after issuance of the first building permit. Interim water for the purposes noted may
be supplied by groundwater and shall comply with all Arizona Department of Water
Resources regulations.
Proof of conversion from groundwater to a renewable
water supply shall be provided to the Maricopa County Planning and Development
Department within the three year requirement.
k.
The Hidden Waters Ranch Development Master Plan shall be developed
sequentially as depicted on the phasing diagram contained in the Hidden Waters
Ranch Development Master Plan narrative report. At its' discretion, the Maricopa
County Planning and Development Department may administratively approve
changes to the phasing plan.
I.
The total number of residential dwelling units for the Hidden Waters Ranch
Development Master Plan shall not exceed 1,535. To help ensure compliance, the
cumulative number of dwelling units platted to date, in relation to the identified limit,
shall be identified on all plats
m.
Any development parcel may exceed the total number of dwelling units by up to 5%
as long as the subtotal within that area (Area A & Area B) is not exceeded.
Changes between 5% and 10% may be processed as an administrative
amendment.
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n.
The master developer shall submit a written report to the Maricopa County Planning
and Zoning Commission outlining the status of the Hidden Waters Ranch
Development Master Plan every five years following Board of Supervisors approval.
The status report shall discuss development progress, including the total number of
units built and platted, locations of areas/parcels under construction, status of
infrastructure development, status of non-residential property, progress on how the
stipulations of approval are being implemented, and any other information as
requested by the Maricopa County Planning and Development Department.
o.
Until annexation of the entire development master plan takes place, the master
developer shall notify all future Hidden Waters Ranch Development Master Plan
residents that they are not located within an incorporated city or town, and therefore
will not be represented by, or be able to petition a citizen-elected municipal
government. Notification shall also state that residents will not have access to
municipally-managed services such as police, fire, parks, water, wastewater,
libraries, and refuse collection. Such notice shall be included on all final plats, be
permanently posted on the front door of all home sales offices on not less than an 8
inch by 1 1 inch sign, and be included in all homeowner association covenants,
conditions, and restrictions (CC & Rs).
p.
All park facilities shall be completed concurrently with residential development of
the respective plat on which the park is shown.
q.
The project shall have one (1) neighborhood park site and not less than five (5)
mini-parks a minimum of one-half acre each provided in the general locations
identified in Figure 10 - Open Space Master Plan.
All parks shall include
recreational amenities. In addition, Dedicated Non-Developable Open Space shall
be provided in the general locations shown on Figure 10 -- Open Space Master
Plan for preservation of wash corridors in their natural state. At the time of each
preliminary plat submission, the master developer shall include a description of the
status of the cumulative open space acreage and park numbers with respect to the
requirements of this stipulation. A description of the types of recreational amenities
that will be included in the Recreational Open Space and mini-parks shall also be
submitted with all preliminary plats to the Maricopa County Planning and
Development Department.
r.
Unless otherwise agreed to in writing by the by the Saddle Mountain Unified School
District, one (1) school site at a minimum of 16.6 acres shall be reserved for a
school at the location identified on the Hidden Waters Ranch land use plan.
s.
The following Maricopa County Library District stipulation shall apply:
1 .
$596.00 per residential unit shall be paid to the Maricopa County Library
District by the master developer as each residential building permit is issued
for the purposes of future library service and infrastructure needs.
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t.
The following Maricopa County Parks and Recreation Department stipulations shall
apply:
u.
1.
1 .
2.
At the time each residential building permit is issued, two-hundred fifty
dollars ($250) per residential unit will be paid by the developer to a park
enhancement fund for trails and facilities enhancement and maintenance.
The county shall deposit and hold all receipts in the parks special revenue
fund for the specific purposes stated above. All interest earned on the fund
shall remain an asset of the fund. The assets of this fund are not intended to
replace existing county appropriations for similar purposes, but rather are
intended as supplemental resources resulting from additional park usage by
Hidden Waters Ranch residents. Details regarding this assessment are to
be addressed in the development agreement.
The following Maricopa County Department of Emergency Management
stipulations shall apply:
Any areas not covered by the existing Outdoor Warning Siren System used
to alert residents within the 10-mile Emergency Planning Zone of the Palo
Verde Nuclear Generating Station in time of emergency shall be required to
include additional sirens, at the developer's cost, in order to provide
adequate warning for the residents of that development, using technical
information concerning the siren system obtained from the Emergency
Planning Department at the Palo Verde Nuclear Generating Station.
In
addition, adequate signage available from the Palo Verde
Nuclear
Generating Station Emergency Planning Department shall be required to be
posted on the site to inform the public of the presence of a nuclear
generating station in the vicinity and outlining actions to take upon receiving
warning notification.
The developer shall ensure that public safety information regarding nuclear
emergencies is initially provided to any new residents or building
occupants. The applicant shall obtain this information from the Palo Verde
Nuclear Generating Station -- Emergency Planning Department. All costs
associated with the duplication and dissemination of the initial distribution
shall be assumed by the applicant. Thereafter, the Palo Verde Nuclear
Generating Station will provide this public safety information annually.
v.
The following Flood Control District of Maricopa County stipulations shall apply:
1 .
The owner or his representative shall submit a Conditional Letter of Map
Revision prior to any preliminary plat approvals.
w.
The following Drainage Review stipulations shall apply:
1 .
All development and engineering design shall be in conformance with the
Drainage Regulation and current policies, standards and best practices at
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the time of application for construction.
No variance from Drainage
Regulations or drainage engineering design standards is granted or entitled
under this DMP.
2.
Drainage review of planning, zoning and/or Development Master Plans
cases is for conceptual design only and does not represent final design
approval nor shall it entitle applicants to future designs that are not in
conformance with Drainage Regulation and design policies and standards.
Modeling submitted with this DMP is for conceptual level analysis only. AIL
plats shall be submitted with appropriate and detailed model to reflect
existing and proposed development conditions.
x.
The following Maricopa County Department of Transportation stipulations shall
apply:
1 .
The Developer has provided a Traffic Impact Study (TIS). The TIS has not
yet been approved.
The Developer must address all comments and
resubmit the TIS until approved.
The TIS shall comply with MCDOT
requirements and shall address development phasing and the offsite
improvements necessary to accommodate the anticipated traffic demands.
The TIS shall address the timing, including "trigger" points for when design
should begin, and "thresholds" by which time construction should be
complete. The TIS must be approved before subsequent
approval
of
any roadway improvement plans. The TIS shall be updated and approved
prior to any zoning and/or preliminary plat approvals and with each
development phase to reflect current conditions and any changes to the
development plan.
The need for additional lane capacity on offsite
alignments will be reviewed with each re-submittal of the TIS. The project
must comply with all recommendations in the MCDOT-approved TIS.
2.
The Developer shall make a contribution to regional transportation
infrastructure. The contribution shall be $3,281.00 per residential dwelling
unit and shall be paid to MCDOT at the time individual building permits are
issued, or per an alternate agreement, as approved by MCDOT.
3.
The Developer shall provide the ultimate full or half-width of right-of way for
all public roadways. Right-of-way shall be provided as follows:
a
Buckeye Road:
100 feet (half-width)
b.
Harrison Street:
40 feet (half-width); 80 feet (full
width)
C.
Van Buren Street:
65 feet (half-width); 130 feet
(full-width)
d.
Roosevelt Street:
347th Avenue to 339th Avenue:
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Roosevelt Street:
55 feet (half-width); 1 1 0 Feet
(full-width)
EXCLUDING 347th Avenue to 339th
Avenue: 40 Feet (half-width); 80 Feet
(full-width.)
The TIS needs to document non-standard RM.
e.
r
g
351st Avenue:
347th Avenue:
343rd Avenue:
343rd Avenue:
southern project boundary to
northern project boundary: 40
feet (half-width)
65 feet (half-width); 130 feet
(full-width)
Buckeye Road to Van Buren
Street: 40 feet (half-width); 80 feet (full
width)
Van Buren Street to northern project
boundary: 55 feet (half-width); 1 1 0 feet
(full-width.)
The TIS needs to document non-standard RAW.
h.
I.
339th Avenue:
335th Avenue:
100 feet (half-width); 200 feet (full-width)
40 Feet (half-width)
The above references interior and perimeter roads. (The project boundary is
the centerline of all perimeter roadways and/or roadway alignments.) Full
width right-of-way shall be provided where the entire roadway is within the
development (interior roadways). Half-width right-of-way shall be provided
where "half of the roadway is within the development (perimeter roadways)
Additional right-of-way shall be dedicated at any intersections where future
dual left turn lanes are possible.
The widened right-of-way section shall
accommodate the length of the left turn lane, including reverse curves.
The Maricopa Association of Governments (MAG) in conjunction with the
Arizona
Department
of
Transportation
(ADOT)
has
completed
the
"Hassayampa Valley Regional Transportation
Network
Study."
The
Developer shall reserve sufficient right-of-way for transportation facilities in
compliance with the MAG Hassayampa Study, including sufficient right-of
way for widening of 1-10. A portion or right-of-way and/or construction may
or may not be creditable to the Developer's contribution referred to in item
#2.
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4.
The Developer shall be responsible for design and construction of the
ultimate full-width of all interior roadways, and the ultimate half-width of all
perimeter roadways, unless approved otherwise by MCDOT. A portion of
these improvements may be creditable to the Developer's contribution
referred to in item #2. All roadways must meet all county standards in effect
at the time they are improved.
(This includes, but is not limited to the
"MCDOT
Roadway
Design
Manual,"
including
ITS
infrastructure
requirements and the "Drainage Policies and Standards for Maricopa
County.") Half-width roadways must be designed and constructed so as to
safely carry two-way traffic until the ultimate roadway is constructed.
Roadway improvement plans must be approved and permitted by MCDOT.
The Developer shall relocate well site(s) and/or provide additional right-of
way in the event of conflict with any transportation facilities.
5.
The Developer is responsible for assuring paved access to their site at the
time of the first final plat. Improvements necessary to provide paved access
may or may not be creditable to the Developer's contribution referred to in
item #2.
6.
The Developer shall provide all-weather access to all parcels and lots, and
on all arterial roadways.
7.
The Developer shall provide and make available a minimum of two access
points to each development phase and/or subdivision unit.
8.
The Developer shall not locate elementary or middle schools on arterial
roads. (The schools may not "back up" to arterials.) Pedestrian routes to
school shall be planned so if necessary, the route to school shall only cross
arterials at signalized intersections.
9.
The Developer shall design the development to promote pedestrian, bicycle
and other alternative modes of transportation to public facilities within and
adjacent to thesite, by means in addition to the roadway system. Crossings
of arterials at other than signalized intersections may be required to be
grade separated. The Developer shall prepare a comprehensive multimodal
transportation and circulation plan (the "Multimodal Plan") which addresses
public transit, bicycle, pedestrian, golf cart, equestrian, and other alternative
uses.
The Multimodal Plan must be approved before the subsequent
approval of any roadway improvement plans.
10.
If streetlights are provided, installation shall be provided by the Developer. If
streetlights are within public rights-of-way, a Street Light Improvement
District (SLID) or comparable authority shall be established to provide
operation and maintenance. The Developer should contact the Office of the
Superintendent of Streets (602-506-8797) to initiate the SLID process.
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1 1 .
The Developer shall design landscaping to comply with all county
requirements and to conform to the MCDOT Roadway Design Manual. The
Developer (or as assigned to the Home Owner's Association (HOA)) shall be
responsible for maintenance of landscaping within public rights-of-way.
12.
The Developer shall provide a construction traffic circulation plan.
The
construction traffic circulation plan must be approved by MCDOT.
13.
The Developer shall comply with all applicable local, state and federal
requirements. (Dust control, noise mitigation, AZPDES, 404 permitting, etc.)
14.
The Developer shall provide written documentation of ADOT's review and
response.
ADOT documentation shall be received before any zoning
(rezoning) or preliminary plat approval, or at the discretion of MC DOT.
y.
The following Luke Air Force Base stipulation shall apply:
1.
The master developer shall notify future residents that they are located
within the vicinity of a military training route with the following notification:
You are buying a home or property within the vicinity of a military training
route, and may be subject to direct overflights and noise by Luke Air Force
Base and other military jet aircraft in the vicinity.
Luke Air Force Base executes over 200,000 flights per year, at an average
of approximately 170 over flights per day.
Although Luke's primary flight
paths are located within 20 miles from the base, jet noise will be apparent
throughout the area as aircraft transient to and from the Barry M. Goldwater
Gunnery Range, and other flight training areas.
Luke Air Force Base may launch and recover aircraft in either direction off its
runways oriented to the southwest and northeast.
Noise will be more
noticeable during overcast sky conditions due to noise reflections off the
clouds.
Luke Air Force Base's normal flying hours extend from 7:0O A.M. until
approximately midnight, Monday through Friday, but some limited flying will
occur outside these hours and during most weekends."
Such notification shall be permanently posted in front of all home sales
offices on not less than a 3 foot by 5 foot sign, be permanently posted on the
front door of all home sales offices on not less that an 8½ inch by 1 1 inch
sign, be included in all covenants, conditions, and restrictions (CC & R's)
and be included in the public report.
z. At its discretion, the Maricopa County Planning and Development Department may
administratively approve up to a 5% change in the gross area of any parcel that is
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subject to a planned area development zoning overlay. Such change, either
individually or cumulatively, shall not result in a change of any land use category by
5% or greater. Changes greater than 5% either individually or cumulatively shall be
processed as a revised application with approval by the Maricopa County Board of
Supervisors upon recommendation by the Maricopa County Planning and Zoning
Commission.
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EXHIBIT D
ENVIRONMENTAL CHECKLIST
N/A
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