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HomeMy WebLinkAboutResolution 2005-089 talavera development agreement MARANA RESOLUTION NO. 2005-89 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE EXECUTION OF THE TALAVERA DEVELOPMENT AGREEMENT. WHEREAS, Talavera is an eighty-acre residential development located on the south side of Linda Vista Boulevard about three-quarters of a mile west of Blue Bonnet Road and about half a mile east of Camino de Manana; and WHEREAS, The purpose of this proposed development agreement is to establish the current conditions and obligations for the development of the property, and particularly to treat the 185 square foot per residential unit onsite private recreational facility requirement as having been complied with by the 70% natural open space set aside; and WHEREAS, the Mayor and Council find that the terms and conditions of the Talavera Development Agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Talavera development agreement between the Town of Marana, Tierra Talavera LLC, and Estes Land and Development Co., attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Mar ana. BE IT FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned agreement. PASSED AND ADOPTED BY THE MAYOR AND COUN~ THE TOWN OF MARANA, ARIZONA, this 19th day of July, 2005. ~ ~ Mayor ED HONEA ATTEST: {OOO00961.DOC /} ronson, Town Clerk ~\"""""'" ~'OF ~ ~ -'~"\'''',,,,''"' ~ S ~, '.<OJ ~ S 121 CORPORATe re. ~ _s coo !&:_ --SEAL - - ~ S ~ ~" '_Jl;:: ~ ~ ., s ~ AI ~IIII""\\~ ~ ~/~IiIZ. '\g....\~ -IIUIl\\'. FJC!cds 7/12/05 TALA VERA DEVELOPMENT AGREEMENT TOWN OF MARANA, ARIZONA THIS DEVELOPMENT AGREEMENT ("this Agreement") is made by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and TIERRA TALA VERA LLC, an Arizona limited liability company and ESTES LAND AND DEVELOPMENT CO., an Arizona corporation (collectively the "Developer"). The Town and the Developer are collectively referred to in this Agreement as the "Parties," and each is sometimes individually referred to as a "Party." RECITALS A. The Developer is the owner of approximately 80 acres land located in the Town limits, as depicted on the map attached as Exhibit "A" and legally described on Exhibit "B" (the "Property"). B. The following are among the development regulations that now apply to the Property: i) The conditions of the Arcturus-Linda Vista Rezoning, adopted by Town Ordinance No. 94.02 (the "Rezoning"), approved January 18, 1994. ii) The Marana Development Code (including the written rules, regulations, procedures, and other policies relating to development of land, whether adopted by the Mayor and Councilor by Town Staff) (collectively the "Marana Development Code"), establishing, among other things, the type of land uses, location, density and intensity of such land uses, and community character of the Property, and providing for, among other things, the development of a variety of housing, commercial and recreation/open space opportunities. C. The Developer has completed a consultation with the United States Department of Interior, Fish and Wildlife Service, and has obtained a permit under Section 404 of the federal Clean Water Act, requiring 70% of the Property to be set aside as natural open space. D. The Developer and the Town desire that the Property be developed in a manner consistent with the development regulations that now apply to the Property, as amplified and supplemented by this Agreement. E. The Town and the Developer acknowledge that the development of the Property pursuant to this Agreement will result in planning and economic benefits to the Town and its residents. F. The Developer has made and by this Agreement will continue to make a substantial commitment of resources for public and private improvements on the Property. G. The Parties understand and acknowledge that this Agreement is a "Development Agreement" within the meaning of, and entered into pursuant to the terms of, A.R.S. 99-500.05. H. This Agreement is consistent with the portions of the Town's General Plan applicable to the Property. {OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -1- 6/15/20053:28 PM PM FIe AGREEMENT Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this Agreement, the Parties hereby agree as follows: Article 1. Development Plans. 1.1. Development Review. The Property shall be developed in a manner consistent with the development regulations that now apply to the Property and this Agreement, which together establish the basic land uses, and the densities, intensities and development regulations that apply to the land uses authorized for the Property. Upon the Developer's compliance with the applicable development review and approval procedures and substantive requirements of the development regulations that now apply to the Property, the Town agrees to issue such permits or approvals for the Property as may be requested by the Developer. 1.2. Zoning and Plat Conditions. The Developer agrees to fulfill all conditions outlined in the development regulations that now apply to the Property. 1.3. Archaeological/Historic Resources. Development of the Property shall meet all Town requirements set forth in Title 2 and Title 20 of the Marana Development Code related to Archeological and Historic Resources. 1.4. Site Built Construction and Building Permits. All construction on any portion of the Property, whether sold in bulk or individually, whether subdivided or not, shall be site built and shall require building permits. 1.5. Compliance with Residential Design Standards. All residential construction on any portion of the Property shall be constructed in accordance with the then current residential design standards as adopted by the Town of Marana, and any construction for which building permits have not yet been applied for as of the effective date of the residential design standards shall comply with those residential design standards. Article 2. Infrastructure. 2.1. Water Utilities. Prior to the approval of the Final Plat for the Property, the Developer shall enter into a Water Service Agreement with the Town Water Utility for potable and non- potable systems which sets forth the various agreements of the Parties relating to, among other things, the interconnection and main extension from the existing water system, and the development, construction, dedication, ownership, and design of the water system, including necessary storage and wells necessary to serve the Property. The Town will act on the Water Service Agreement within a reasonable time. 2.1.1. Transfer of Grandfathered Water Rights. The Developer shall transfer to the Town, as prescribed by the Arizona Department of Water Resources, the Irrigation Grandfathered Rights (IGR) water rights on lands deeded to the Town pursuant to the Certificate of Grandfathered Water Rights. On lands not deeded to the Town, extinguishment credits will be transferred to the Town on appropriate Department of Water Resource form. In exchange, the Town shall provide designation of assured water supply and water service to the Property. 2.2. Wastewater. The Developer shall construct the necessary sewer system to serve the Property. The sewer system shall be in conformance with, and subject to, the requirements of Pima County Wastewater Management and the Town, and shall be designed and constructed at sole cost of the Developer. {OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -2- 6/15/20053:28 PM PM FIe 2.3. Onsite Private Recreational Facilities. Based on the substantial on-site obligation to maintain natural open space to comply with the Developer's 404 permit, the standard private recreational facility obligation of not less than 185 square feet per residential unit shall not be required for the Property. 2.4. Roadwav Improvements: The Developer shall reconstruct Linda Vista Boulevard along the Property's frontage to the Town's rural collector standard. The Developer shall also design and construct right and left-turn lanes on Linda Vista Road at the Property's access streets, as recommended by the project's traffic impact analysis. Construction of turn lanes and lane tapers may extend beyond the property's frontage. 2.5. Fire Protection. Before a building services final inspection for any dwelling unit on the Property, the Developer shall have completed or shall provide evidence to the Town's satisfaction that Developer has made a diligent effort to complete the process of having the Property annexed into a fire district. 2.6. School Land. In lieu of the dedication of the School Land, Developer or the residential homebuilder for the Property (the "Homebuilder") may contribute a School Improvement Contribution Fee of $1,200 per residential lot, payable to the Marana Unified School District. The School Improvement Contribution Fee shall be due and payable at the issuance of the building permit for each residential unit. 2.7. Regional Public Park/Trail System. The Developer or Homebuilder shall pay the then- applicable development impact fee for regional parks upon the application for each building permit for construction on the Property. The current Town-wide regional park development fee is $2,884 per residential unit, per Marana Ordinance No. 2005.11. 2.8. Compliance with State and Federal Laws and Regulations. No approval, permit or authorization ofthe Town authorizes the Developer to violate any applicable federal or state laws or regulations, or relieves the Developer from the responsibility to ensure compliance with all applicable federal and state laws and regulations, including but not limited to the Endangered Species Act and Clean Water Act. Article 3. Cooperation and Alternative Dispute Resolution. 3.1. Appointment of Representatives. To further the commitment of the Parties to cooperate in the progress of the Development, the Town and the Developer each shall designate and appoint a representative to act as a liaison between the Town and its various departments and the Developer. The initial representative for the Town (the "Town Representative") shall be the Development Services Administrator, and the initial representative for the Developer shall be William A. Estes, III or a replacement to be selected by the Developer. The representatives shall be available at all reasonable times to discuss and review the performance of the Parties to this Agreement and the development of the Property. 3.2. Timing. The Town acknowledges the necessity for prompt review by the Town of all plans and other materials (the "Submitted Materials") submitted by the Developer to the Town hereunder or pursuant to any zoning procedure, permit procedure, or other governmental procedure pertaining to the development of the Property and agrees to use its best efforts to accomplish such prompt review of the Submitted Materials whenever possible. 3.3. Default: Remedies. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the "Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in paragraph 6.1 to the {OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -3- 6/15/20053:28 PM PM FIe Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be corrected. The Defaulting Party shall then have (i) twenty days from the date of the notice within which to correct the default if it can reasonably be corrected by the payment of money, or (ii) sixty days from the date of the notice to cure the default if action other than the payment of money is reasonably required, or if the non-monetary default cannot reasonably be cured within sixty days, then such longer period as may be reasonably required, provided and so long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this paragraph, then the Non-Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in paragraphs 3.4 and 3.5 below. The Parties agree that due to the size, nature and scope of the Development, and due to the fact that it may not be practical or possible to restore the Property to its condition prior to Developer's development and improvement work, once implementation of this Agreement has begun, money damages and remedies at law will likely be inadequate and that specific performance will likely be appropriate for the enforcement of this Agreement. This paragraph shall not limit any other rights, remedies, or causes of action that either party may have at law or in equity. 3.4. Mediation. If there is a dispute under this Agreement which the Parties cannot resolve between themselves, the Parties agree that there shall be a forty-five day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by nonbinding mediation before commencement of arbitration. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by Developer and the Town. If the Parties cannot agree upon the selection of a mediator within seven days from the beginning of the moratorium period, then within three days thereafter the Town and the Developer shall request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The mediator selected shall have at least five years' experience in mediating or arbitrating disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town and the Developer. The results of the mediation shall be nonbinding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. 3.5. Arbitration. After mediation (paragraph 3.4 above) any dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. g 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. Article 4. Protected Development Rights To ensure reasonable certainty, stability and fairness to the Developer and the Town for a reasonable period of time, the Developer and the Town agree that the zoning designations, uses, and densities that now apply to the Property, as amended by this Agreement, shall remain in effect and shall not be changed for a period of five years after the execution of this Agreement without the agreement of the Developer. Article 5. Future Impact Fees If the Town adopts an impact fee for the same infrastructure for which the Developer has contributed land or made improvements or paid a voluntary fee pursuant to this Agreement, Developer shall be entitled to a credit for such contributions as set forth in A.R.S. g 9-463.05. (OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -4- 6/15/20053:28 PM PM FIe The Parties agree and acknowledge that the Developer is not entitled to a credit against the Marana South Transportation Development Impact Fee adopted pursuant to Marana Ordinance No. 2001.02 for improvements to Linda Vista Boulevard required under paragraph 2.4 above. Article 6. Notices and Filings. 6.1. Manner of Serving. All notices, filings, consents, approvals and other communications provided for in or given in connection with this Agreement shall be validly given, filed, made, transmitted or served if in writing and delivered personally or sent by registered or certified United States mail, postage prepaid, if to (or to such other addresses as any Party may from time to time designate in writing and deliver in a like manner): To the Town: Town of Marana Town Manager 11555 W. Civic Center Drive Marana,Arizona 85653 To the Developer: TIERRA TALA VERA LLC ESTES LAND AND DEVELOPMENT CO. Attn: William A. Estes, ITI 1010 N. Finance Center Dr., Suite 200 Tucson, Arizona 85710 Article 7. General Terms and Conditions. 7.1. Term. This Agreement shall become effective upon its execution by all the Parties and the effective date of the resolution or action of the Town Council approving this Agreement (the "Effective Date"). The term of this Agreement shall begin on the Effective Date and, unless sooner terminated by the mutual consent of the Parties, shall automatically terminate and shall thereafter be void for all purposes on the twentieth anniversary of the Effective Date. If the Parties determine that a longer period is necessary for any reason, the term of this Agreement may be extended by written agreement of the Parties. The Developer shall be entitled to terminate this Agreement if the Town materially impairs the development entitlements on the Property granted by this Agreement. 7.2. Waiver. No delay in exercising any right or remedy shall constitute a waiver of that right or remedy, and no waiver by the Town or the Developer of the breach of any covenant of this Agreement shall be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. 7.3. Attorney's Fees. If any Party brings a lawsuit against any other Party to enforce any of the terms, covenants or conditions of this Agreement, or by reason of any breach or default of this Agreement, the prevailing Party shall be paid all reasonable costs and reasonable attorneys' fees by the other Party, in an amount determined by the court and not by the jury. 7.4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signature pages from one or more counterparts may be removed from such counterparts and such signature pages all attached to a single instrument so that the signatures of all Parties may be physically attached to a single document. {OOOOO763.00C / 4} TALAVERA DEVELOPMENT AGREEMENT -5- 6/15/20053:28 PM PM FJe 7.5. Headings and Recitals. The descriptive headings of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement. The Recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here. 7.6. Exhibits. Any exhibit attached to this Agreement shall be deemed to have been incorporated in this Agreement by reference with the same force and effect as if fully set forth in the body of this Agreement. 7.7. Further Acts. Each of the Parties shall execute and deliver all documents and perform all acts as reasonably necessary, from time to time, to carry out the matter contemplated by this Agreement. Without limiting the generality of the foregoing, the Town shall cooperate in good faith and process promptly any requests and applications for plat or permit approvals or revisions, and other necessary approvals relating to the development of the Property by the Developer and its successors. 7.8. Future Effect. 7.8.1. Time Essence and Successors. Time is of the essence of this Agreement. All of the provisions of this Agreement shall inure to the benefit of and be binding upon the successors, assigns and legal representative of the Parties, except as provided in paragraph 7.8.2 below. Notwithstanding the foregoing, to the extent permitted by law, the Developer's rights under this Agreement may only be assigned by a written instrument, agreed to by all of the Parties and recorded in the Official Records of Pima County, Arizona, expressly assigning such rights, and no obligation of the Developer under this Agreement shall be binding upon anyone owning any right, title or interest in the Property unless such obligation has been specifically assumed in writing or unless otherwise required by law. The Town understands that the Developer may create one or more entities or subsidiaries wholly owned or controlled by the Developer for purposes of carrying out the development of the Property as contemplated in this Agreement, and the Town's consent to the Developer's assignment of its rights under this Agreement to such entities or subsidiaries shall not be withheld. In the event of a complete assignment by Developer of all rights and obligations of Developer under this Agreement, Developer's liability under this Agreement shall terminate effective upon the assumption of those liabilities by Developer's assignee, provided that the Town has approved the assignment to such assignee, which approval shall not umeasonably be withheld. 7.8.2. Termination Upon Sale to End Purchaser or User. This Agreement shall terminate without the execution or recordation of any further document or instrument as to any lot which has been finally subdivided and individually (and not in "bulk") leased (for a period of longer than one year) or sold to the end purchaser or user and thereupon such lot shall be released from and no longer be subject to or burdened by the provisions ofthis Agreement. 7.9. No Partnership and Third Parties. It is not intended by this Agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between the Developer and the Town. No term or provision of this Agreement is intended to, or shall be for the benefit of any person, firm, organization or corporation not a party to this Agreement, and no such other person, firm, organization or corporation shall have any right or cause of action under this Agreement. {OOOOO763.DOC / 4} TALA VERA DEVELOPMENT AGREEMENT -6- 6/15/20053:28 PM PM FIe 7.10. Other Instruments. Each Party shall, promptly upon the request of the other, have acknowledged and delivered to the other any and all further instruments and assurances reasonably request or appropriate to evidence or give effect to the provisions ofthis Agreement. 7.11. Imposition of Duty by Law. This Agreement does not relieve any Party of any obligation or responsibility imposed upon it by law. 7.12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 7.13. Amendments to Agreement. No change or addition shall be made to this Agreement except by a written amendment executed by the Parties. The Parties agree to cooperate and in good faith pursue any amendments to this Agreement that are reasonably necessary to accomplish the goals expressed in the Final Plat and Specific Plan as amended by this Agreement. Within ten days after any amendment to this Agreement, it shall be recorded in the office of the Pima County Recorder by and at the expense of the Party requesting the amendment. 7.14. Names and Plans. The Developer shall be the sole owner of all names, titles, plans, drawings, specifications, ideas, programs, ideas, designs, and work products of every nature at any time developed, formulated or prepared by or at the instance of the Developer in connection with the Property or any plans; provided, however, that in connection with any conveyance of portions of the infrastructure as provided in this Agreement such rights pertaining to the portions of the infrastructure so conveyed shall be assigned to the extent that such rights are assignable, to the appropriate governmental authority. 7.15. Good Standing: Authority. The Developer represents and warrants to the Town that it is duly formed and validly existing under the laws of Arizona and is authorized to do business in the state of Arizona. The Town represents and warrants to the Developer that it is an Arizona municipal corporation with authority to enter into this Agreement under applicable state laws. Each Party represents and warrants that the individual executing this Agreement on its behalf is authorized and empowered to bind the Party on whose behalf each such individual is signing. 7.16. Severability. If any provision of this Agreement is declared void or unenforceable, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. If a law or court order prohibits or excuses the Town from undertaking any contractual commitment to perform any act under this Agreement, this Agreement shall remain in full force and effect, but the provision requiring the act shall be deemed to permit the Town to act at its discretion, and if the Town fails to act, the Developer shall be entitled to terminate this Agreement. 7.17. Governing Law. This Agreement is entered into in Arizona and sh all be construed and interpreted under the laws of Arizona, and the Parties agree that any litigation or arbitration shall take place in Pima County, Arizona. Nothing in the use of the word "litigation" in the preceding sentence shall constitute a waiver of paragraph 3.5, requiring disputes to be resolved by binding arbitration. 7.18. Interpretation. This Agreement has been negotiated by the Town and the Developer, and no party shall be deemed to have drafted this Agreement for purposes of construing any . portion of this Agreement for or against any party. {OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -7- 6/15/20053:28 PM PM FIe 7.19. Recordation. The Town shall record this Agreement in its entirety in the office of the Pima County Recorder no later than ten days after it has been executed by the Town and the Developer. 7.20. No Developer Representations. Except as specifically set forth in this Agreement, nothing contained in this Agreement shall be deemed to obligate the Town or the Developer to complete any part or all of the development of the Property. 7.21. Approval. If any Party is required pursuant to this Agreement to give its prior written approval, consent or permission, such approval, consent or permission shall not be unreasonably withheld or delayed. 7.22. Force Maieure. If any Party shall be unable to observe or perform any covenant or condition of this Agreement by reason of "force majeure," then the failure to observe or perform such covenant or condition shall not constitute a default under this Agreement so long as such Party shall use its best effort to remedy with all reasonable dispatch the event or condition causing such inability and such event or condition can be cured within a reasonable amount of time. "Force majeure," as used in this paragraph, means any condition or event not reasonably within the control of such party, including without limitation, "acts of God," strikes, lock-outs, or other disturbances of employer/employee relations; acts of public enemies; orders or restraints of any kind of government of the United States or any state thereof or any of their departments, agencies, or officials, or of any civil or military authority; insurrection; civil disturbances; riots; epidemics; landslides; lightning; earthquakes; subsidence; fires; hurricanes; storms; droughts; floods; arrests, restraints of government and of people; explosions; and partial or entire failure of utilities. Failure to settle strikes, lock-outs and other disturbances of employer/employee relations or to settle legal or administrative proceedings by acceding to the demands of the opposing Party or Parties, in either case when such course is in the judgment of and unfavorable to a Party shall not constitute failure to use its best efforts to remedy such a condition. 7.23. Conflict of Interest. This Agreement is subject to A.R.S. ~ 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] {OOOOO763.DOC / 4} TALAVERA DEVELOPMENT AGREEMENT -8- 6/15/20053:28 PM PM FIe IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. TOWN: DEVELOPER: THE TOWN OF MARANA, ~yArizona m~al i~ Ed Honea, M yor 1r'ltf~!~ TIERRA TALA VERA LLC, an Arizona limited liability company By: J.~~ Its: Date: Date: J(J-f ~ /J. I~()()S ATTEST: ~~ Joe C. onson, Clerk APPROVED AS TO F RM: ESTES LAND AND DEVELOPMENT CO., m~ BY:~--r.-~ Its:PreSl dLn+ Date: CJ{AlA.j I d 1 ~ C05 ss County of Pima ) The foregoing instrument was tyknowledged before me on ,J[1 J:i Jd! .Q O()5 by \^l II IIClmA. P;Stf.S1 U1-, tiOJl~ of TIERRA TALAVE LLC, an Arizona iimited liability company, on behalf of the tLC. My commissi OffiCi a a NOTARY PUBLIC STATE OF ARIZONA County of Pima UNDA T YANEY .. mission Expires April 18, 2007 '\, ~ad.~ Nota PublIc STATE OF ARIZONA) ss County of Pima ) ~da J.~~ Notar Public {OOOOO763.DOC /4} TALAVERA DEVELOPMENT AGREEMENT -9- 6/15/20053:28 PM PM FIC o gO ~ ~ -g o ~. ~ -0 ~ ~ ~ .> (ji % o P- O l'" o ;;,-8 It. \ . -zJe:/$ .4lt& . \ w ~o ~ ( :r o' -. -. ts' 1J -. \ \-- - Q) l> /' ~ F5 :E S ~ "I ~ r- Z. o ):> <- in ~ ~t\. , ,,~ ~ \ \ ==- -- l-- ::.\ 'J ~6 ~~ ;:N _N \.- ro..... <& ~O ....i. ....0 o . ~ ~/ 1\ 1/ \ \ 1\1.1- ~"\\ "" \\ ,\~~~ ~~ "~~ ~ b 0c ~ ,~ J~~ ~ I~ k)~ ~ .'-- ~\~ ~~ ,~~- ".""r_."L" fI "'I-'l- ~~'~ ~ - \\X'H~;";<;'~ ~';; ",",,?lA 'f- ~~~~~~~ ~ \ f ~~ b ",~5::~"'-v~ "- f:1). c):;.<:)..: ~~ ~t-, ~ ,'00..'0),. f I r'i, 1 I ~ If "",' '" 'L:l '" ;< T 'f\!, 'C, ~ "'" ~- i- \ L--- ~~ \"" -- \ L---- \ \ 1 \ \/ - \ N BLUf BO"lNfT.R~ ~ ----- ~ \ 7--- - / \ \ ~ 1 \ Exhibit "B" Approximately 80 acres of undeveloped land, legally described as the West 1;2 of the Northwest Y4 of Section 23, Township 12 South, Range 12 East of the Gila and Salt River Base Line and Meridian, referred to herein as the "Property". Pima County Assessor's Parcel No. 221-06-0040